diff --git "a/ledgar/validation.jsonl" "b/ledgar/validation.jsonl"
new file mode 100644--- /dev/null
+++ "b/ledgar/validation.jsonl"
@@ -0,0 +1,10000 @@
+{"input": "This Agreement may be amended from time to time by the Committee in its discretion; provided , however , that this Agreement may not be modified in a manner that would have an adverse effect on the Award Shares as determined in the discretion of the Committee, except as provided in the Plan or in a written document signed by each of the parties hereto.", "references": ["Further Assurances", "Books", "Approvals", "Financial Statements", "Authority", "Severability", "Change In Control", "Notices", "Counterparts", "Effectiveness", "General", "Compliance With Laws", "No Waivers", "Releases", "Organizations", "Records", "Entire Agreements", "Survival", "Duties", "Adjustments", "Terminations", "Miscellaneous", "Fees", "Remedies", "Construction", "Transactions With Affiliates", "Withholdings", "Disclosures", "Waiver Of Jury Trials", "Indemnifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property except for any confidentiality agreement binding on Purchaser, which shall not be superseded by this Agreement. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought.", "references": ["Intellectual Property", "Construction", "Survival", "No Defaults", "Employment", "Notices", "Effective Dates", "Headings", "Consent To Jurisdiction", "Erisa", "Enforceability", "Subsidiaries", "Expenses", "Fees", "Defined Terms", "Powers", "Sanctions", "Sales", "General", "Definitions", "Effectiveness", "Organizations", "Waivers", "Taxes", "Counterparts", "Vesting", "Brokers", "Adjustments", "Venues", "Tax Withholdings", "Amendments"], "gold": ["Amendments"]}
+{"input": "The substantive laws of the State of Texas will govern the validity, construction and enforcement of this Agreement. Venue for any action arising under or in connection with this Agreement shall be in the state and federal courts in Harris County, Texas.", "references": ["No Waivers", "Submission To Jurisdiction", "Liens", "Specific Performance", "Fees", "Capitalization", "Jurisdictions", "Interests", "Adjustments", "Sales", "Sanctions", "Withholdings", "Erisa", "Entire Agreements", "Applicable Laws", "Amendments", "Authority", "Brokers", "Binding Effects", "Consents", "Effective Dates", "Consent To Jurisdiction", "Disclosures", "Subsidiaries", "Books", "Closings", "Modifications", "Solvency", "Litigations", "Confidentiality", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Section\u00a0headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.", "references": ["Brokers", "Applicable Laws", "Effective Dates", "Enforcements", "Employment", "Waiver Of Jury Trials", "Amendments", "Change In Control", "Closings", "Organizations", "Waivers", "Confidentiality", "Indemnity", "Tax Withholdings", "Erisa", "Interpretations", "Authority", "Financial Statements", "Expenses", "Further Assurances", "Sanctions", "Assigns", "Powers", "Disability", "Titles", "Construction", "Cooperation", "Warranties", "Fees", "Transactions With Affiliates", "Headings"], "gold": ["Headings"]}
+{"input": "This Amendment shall be interpreted and construed in accordance with the law of the State of California.", "references": ["Brokers", "Insurances", "Base Salary", "Terminations", "Sales", "Publicity", "Arbitration", "Capitalization", "Representations", "Headings", "Taxes", "Indemnity", "Effectiveness", "Miscellaneous", "Books", "Cooperation", "Waiver Of Jury Trials", "Duties", "Fees", "Titles", "Confidentiality", "Consents", "Approvals", "Agreements", "Submission To Jurisdiction", "Disclosures", "Interests", "Existence", "Adjustments", "Powers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each of the Company and its Subsidiaries: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company or its Subsidiaries (\u201c Applicable Laws \u201d), except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the FDA or any other governmental authority alleging or asserting noncompliance, in any material respect, with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (\u201c Authorizations \u201d); (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is considering such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post sale warning, \u201cdear healthcare provider\u201d letter, or other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to the Company\u2019s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.", "references": ["Non-Disparagement", "Arbitration", "Indemnity", "Titles", "Cooperation", "No Defaults", "Miscellaneous", "Binding Effects", "Organizations", "Expenses", "Headings", "Duties", "Venues", "Interpretations", "Counterparts", "Withholdings", "Disability", "Positions", "Terms", "Indemnifications", "Notices", "Publicity", "Assignments", "Specific Performance", "Brokers", "No Waivers", "Adjustments", "Consent To Jurisdiction", "Governing Laws", "Terminations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Borrower represents and warrants that it has complied in all material respects with all provisions of all applicable laws and regulations, including those relating to Borrower's ownership of real or personal property, the conduct and licensing of Borrower's business, the payment and withholding of taxes, ERISA and other employee matters, safety and environmental matters.", "references": ["Titles", "Existence", "Positions", "Expenses", "Assigns", "Applicable Laws", "Benefits", "Litigations", "Qualifications", "General", "Publicity", "Agreements", "Miscellaneous", "Interpretations", "Vacations", "Non-Disparagement", "Disability", "Use Of Proceeds", "Payments", "Representations", "Releases", "Organizations", "Duties", "Terminations", "Costs", "Base Salary", "Cooperation", "Taxes", "Liens", "Fees", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then in addition to the obligations of the Company under Section 4.7, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.", "references": ["Applicable Laws", "Successors", "Further Assurances", "Intellectual Property", "Warranties", "Interests", "Capitalization", "Amendments", "General", "Base Salary", "Tax Withholdings", "Approvals", "Assignments", "Fees", "Arbitration", "Indemnity", "Construction", "Payments", "Integration", "Closings", "Withholdings", "Entire Agreements", "No Waivers", "Sales", "Specific Performance", "Representations", "Authorizations", "Waivers", "Participations", "Employment", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed in two (2) or more counterparts and by facsimile signatures, which taken together still constitute collectively one agreement. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart with each party\u2019s counterpart or facsimile signature.", "references": ["Liens", "Costs", "Subsidiaries", "Severability", "Records", "Successors", "Adjustments", "Jurisdictions", "Assignments", "Amendments", "Effectiveness", "Capitalization", "Participations", "Titles", "Change In Control", "Confidentiality", "Consent To Jurisdiction", "Further Assurances", "Disclosures", "Indemnity", "Insurances", "Erisa", "Interpretations", "Modifications", "Survival", "No Defaults", "Applicable Laws", "Terminations", "Indemnifications", "Headings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state, local or foreign withholding, FICA and FUTA contributions. or other taxes. charges or deductions which it is from time to time required to withhold.", "references": ["Participations", "Effective Dates", "Governing Laws", "Vacations", "Base Salary", "Financial Statements", "Remedies", "Compliance With Laws", "Insurances", "Submission To Jurisdiction", "Death", "Warranties", "Books", "Confidentiality", "Severability", "Fees", "Vesting", "Successors", "Agreements", "Payments", "Interpretations", "Interests", "Litigations", "Brokers", "Applicable Laws", "Adjustments", "Anti-Corruption Laws", "No Conflicts", "Terms", "Further Assurances", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Corporation shall, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, indemnify and hold harmless any Executive in accordance with the terms and provisions of the Certificate of Incorporation of the Corporation or any of its Affiliates, each as amended.", "references": ["Cooperation", "Integration", "Agreements", "Qualifications", "Non-Disparagement", "Organizations", "Interpretations", "Death", "Tax Withholdings", "Jurisdictions", "Waiver Of Jury Trials", "Base Salary", "Sales", "Closings", "Severability", "Solvency", "Taxes", "Erisa", "Employment", "Counterparts", "Interests", "Benefits", "Headings", "Powers", "Successors", "Fees", "Litigations", "Insurances", "Costs", "Payments", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same Agreement.", "references": ["Erisa", "Adjustments", "Enforcements", "Amendments", "Cooperation", "Modifications", "Terms", "Submission To Jurisdiction", "Records", "Subsidiaries", "Binding Effects", "Consents", "General", "Approvals", "Compliance With Laws", "Governing Laws", "Arbitration", "Enforceability", "Interests", "Confidentiality", "Disability", "Books", "Benefits", "Terminations", "Withholdings", "Successors", "No Defaults", "Authorizations", "Tax Withholdings", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Transactions (a)\u00a0do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) any filings with the Securities and Exchange Commission or (iii)\u00a0as would not be reasonably likely to have a Material Adverse Effect and (b)\u00a0will not violate, or constitute a default under, any provision of applicable law or regulation or the charter, by\u2011laws or other organizational documents of the Borrower or any of the Restricted Subsidiaries or any order of any Governmental Authority or any indenture, agreement, instrument, judgment or order to which the Borrower or any Restricted Subsidiary is a party or by which it or any of its material assets or properties may be bound or affected if such violation or default would be reasonably likely to have a Material Adverse Effect.", "references": ["Authorizations", "Withholdings", "Powers", "Transactions With Affiliates", "Anti-Corruption Laws", "Modifications", "Severability", "Effective Dates", "Capitalization", "Erisa", "Duties", "Terminations", "Approvals", "Agreements", "Organizations", "No Waivers", "Disclosures", "Closings", "Subsidiaries", "Consent To Jurisdiction", "Remedies", "Notices", "Representations", "Compliance With Laws", "Taxes", "Payments", "Jurisdictions", "Integration", "Use Of Proceeds", "Interests", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "ANY SUIT, COUNTERCLAIM, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT BY THE PARTIES SOLELY IN THE COURTS OF THE STATE OF DELAWARE OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE; AND JCPENNEY AND BANK HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY APPELLATE COURTS THEREOF FOR THE PURPOSE OF ANY SUCH SUIT, COUNTERCLAIM, ACTION, PROCEEDING OR JUDGMENT (IT BEING UNDERSTOOD THAT SUCH CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WAIVES ANY RIGHT TO SUBMIT ANY DISPUTES HEREUNDER TO ANY COURTS OTHER THAN THOSE ABOVE).", "references": ["Authority", "Books", "Powers", "Confidentiality", "Governing Laws", "Venues", "Successors", "Vacations", "No Defaults", "Applicable Laws", "Compliance With Laws", "Non-Disparagement", "Costs", "Financial Statements", "Warranties", "Terminations", "Indemnifications", "Payments", "Employment", "Fees", "Solvency", "Integration", "Use Of Proceeds", "Subsidiaries", "Consents", "Brokers", "Remedies", "Insurances", "Positions", "Titles", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.", "references": ["Solvency", "Brokers", "Liens", "Assigns", "Financial Statements", "Authorizations", "Vesting", "Adjustments", "Payments", "Change In Control", "No Conflicts", "Employment", "Publicity", "Existence", "Use Of Proceeds", "Consents", "Capitalization", "Interpretations", "Books", "Submission To Jurisdiction", "Counterparts", "Miscellaneous", "Intellectual Property", "Successors", "Closings", "Taxes", "Definitions", "Defined Terms", "Fees", "Assignments", "Waivers"], "gold": ["Waivers"]}
+{"input": "Guarantor (i)\u00a0is duly organized, validly existing and in good standing under the laws and regulations of the jurisdiction of its formation, (ii)\u00a0is duly licensed, qualified, and in good standing in each jurisdiction where such licensing or qualification is necessary for the transaction of Guarantor\u2019s business, except where failure to be so licensed or qualified would not be reasonably expected to have a Material Adverse Effect, (iii)\u00a0has the power to own its properties and to transact the businesses in which it is now engaged.", "references": ["Base Salary", "Venues", "Effective Dates", "Subsidiaries", "Releases", "Sanctions", "Submission To Jurisdiction", "Successors", "Interests", "Capitalization", "Titles", "Governing Laws", "Survival", "Tax Withholdings", "Remedies", "Terms", "Entire Agreements", "Sales", "Brokers", "Representations", "Positions", "Death", "Confidentiality", "Defined Terms", "No Defaults", "Transactions With Affiliates", "Enforceability", "Costs", "Vacations", "Financial Statements", "Organizations"], "gold": ["Organizations"]}
+{"input": "In the event of any of (i) Participant\u2019s retirement (at normal retirement age of 65 years old or later) from the Company, (ii) Participant\u2019s disability, or (iii) Participant\u2019s death, or (iv) a Change in Control of the Company, then in each case, all the RSUs subject to this Award, if the Participant shall have been in continuous status as an employee since the Grant Date, shall vest in full.", "references": ["Miscellaneous", "Arbitration", "Enforceability", "Fees", "Governing Laws", "Vesting", "Sales", "Remedies", "Benefits", "Venues", "Authorizations", "Terms", "Publicity", "Use Of Proceeds", "Confidentiality", "No Conflicts", "Costs", "Adjustments", "Intellectual Property", "Consents", "Capitalization", "Representations", "Subsidiaries", "Terminations", "Withholdings", "Releases", "Existence", "Assigns", "Insurances", "Positions", "Disability"], "gold": ["Disability"]}
+{"input": "Unless otherwise provided herein, any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Note, and, as to the Pledgor, addressed to it at the address of the Company set forth in the Note and as to the Lender, addressed to it at the address set forth in the Note, or in each case at such other address as shall be designated by such party in a written notice to the other party.", "references": ["Base Salary", "Change In Control", "Adjustments", "Venues", "Enforcements", "Books", "Definitions", "Authority", "Cooperation", "Participations", "Sales", "Survival", "Positions", "Records", "Further Assurances", "Interests", "Warranties", "Amendments", "Closings", "Effective Dates", "Binding Effects", "Consent To Jurisdiction", "Death", "Assigns", "Duties", "Anti-Corruption Laws", "Powers", "Modifications", "No Conflicts", "Jurisdictions", "Notices"], "gold": ["Notices"]}
+{"input": "Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit for its own account or for the account of any of its Subsidiaries, in a form acceptable to the Issuing Bank in its sole discretion, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.", "references": ["Duties", "Tax Withholdings", "Books", "Transactions With Affiliates", "Headings", "Disability", "Compliance With Laws", "Warranties", "Capitalization", "Assigns", "Arbitration", "Solvency", "Forfeitures", "Applicable Laws", "Specific Performance", "Consent To Jurisdiction", "Indemnifications", "Employment", "Cooperation", "Records", "Sales", "Integration", "Submission To Jurisdiction", "Construction", "Publicity", "Closings", "Vacations", "Survival", "Subsidiaries", "Agreements", "General"], "gold": ["General"]}
+{"input": "The Administrative Agent shall have received a Notice of Borrowing accordance with Section\u00a03.2 .", "references": ["Adjustments", "Authority", "Counterparts", "Positions", "Solvency", "Interpretations", "Expenses", "Entire Agreements", "Construction", "Binding Effects", "Integration", "Authorizations", "Definitions", "Transactions With Affiliates", "Withholdings", "Non-Disparagement", "Powers", "Assignments", "Organizations", "Indemnity", "Compliance With Laws", "Releases", "Headings", "Records", "Waiver Of Jury Trials", "Approvals", "Warranties", "Defined Terms", "Vesting", "Representations", "Notices"], "gold": ["Notices"]}
+{"input": "The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender\u2019s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender\u2019s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.", "references": ["Defined Terms", "Successors", "Indemnifications", "Death", "Submission To Jurisdiction", "Representations", "Entire Agreements", "Costs", "Taxes", "Existence", "Terms", "Benefits", "Positions", "Severability", "Notices", "Venues", "No Conflicts", "Payments", "Use Of Proceeds", "Consent To Jurisdiction", "Solvency", "Closings", "Liens", "Modifications", "Expenses", "Warranties", "Compliance With Laws", "Assigns", "Brokers", "Waiver Of Jury Trials", "Waivers"], "gold": ["Waivers"]}
+{"input": "(a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, except to the extent that failure to do so could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (b) maintain with financially sound and reputable insurance companies insurance on all its material property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business of comparable size and financial strength and owning similar properties in the same general areas in which the Borrower operates, which may include self-insurance, if determined by the Borrower to be reasonably prudent.", "references": ["Survival", "Amendments", "Specific Performance", "Confidentiality", "Base Salary", "Expenses", "Consents", "Waiver Of Jury Trials", "Participations", "Tax Withholdings", "Vacations", "Counterparts", "Authorizations", "Submission To Jurisdiction", "Vesting", "Non-Disparagement", "Closings", "Employment", "Capitalization", "Arbitration", "Consent To Jurisdiction", "Subsidiaries", "Publicity", "Terminations", "Further Assurances", "Payments", "Enforceability", "Notices", "Successors", "Representations", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Escrow Agent\u2019s duties are entirely ministerial and not discretionary, and the Escrow Agent will be under no duty or obligation to do or to omit the doing of any action with respect to the Escrow Property, except to give notice, provide monthly reports, make disbursements, keep an accurate record of all transactions with respect to the Escrow Property, hold the Escrow Property in accordance with the terms of this Agreement and to comply with any other duties expressly set forth in this Agreement. The Escrow Agent shall not have any interest in the Escrow Property but shall serve as escrow holder only and have only possession thereof. Nothing contained herein shall be construed to create any obligation or liability whatsoever on the part of the Escrow Agent to anyone other than the parties to this Agreement. There are no third party beneficiaries to this Agreement.", "references": ["Vacations", "Indemnifications", "Approvals", "Consent To Jurisdiction", "Applicable Laws", "Cooperation", "Compliance With Laws", "Financial Statements", "Liens", "Closings", "Integration", "Authorizations", "Binding Effects", "Further Assurances", "Waivers", "Disclosures", "No Waivers", "Severability", "Erisa", "Submission To Jurisdiction", "Litigations", "Definitions", "Indemnity", "Adjustments", "Organizations", "Costs", "Terms", "Expenses", "Construction", "Transactions With Affiliates", "Duties"], "gold": ["Duties"]}
+{"input": "Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant\u2019s employment with or service to GP LLC, the General Partner, the Partnership and their respective Affiliates or membership on the Board or the board of directors of an Affiliate of GP LLC, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding Unit Appreciation Rights awarded to the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant\u2019s Unit Appreciation Rights; provided that the waiver contemplated under this Section 6(c)(iii) shall be effective only to the extent that such waiver will not cause the Participant\u2019s Options that are designed to satisfy Section 409A to fail to satisfy such regulations.", "references": ["Governing Laws", "Indemnity", "Warranties", "Organizations", "Costs", "Notices", "Taxes", "Disability", "Miscellaneous", "Positions", "Releases", "Financial Statements", "Effectiveness", "Compliance With Laws", "Sanctions", "Agreements", "Authorizations", "Subsidiaries", "Publicity", "Duties", "Waivers", "Construction", "Authority", "Modifications", "Venues", "Arbitration", "Confidentiality", "Successors", "Fees", "Base Salary", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.", "references": ["Effectiveness", "Taxes", "Interpretations", "No Defaults", "Warranties", "Powers", "Definitions", "Brokers", "Vesting", "Compliance With Laws", "General", "Enforcements", "Litigations", "Amendments", "Employment", "Existence", "Integration", "Erisa", "Interests", "Defined Terms", "Approvals", "Books", "Governing Laws", "Use Of Proceeds", "Intellectual Property", "Disclosures", "Jurisdictions", "Consent To Jurisdiction", "Solvency", "Terms", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Section\u00a02.1(a) of the Credit Agreement is hereby amended by replacing the reference from \u201c$250 million\u201d to \u201c$400 million\u201d.", "references": ["Adjustments", "Change In Control", "Brokers", "Vesting", "Terminations", "Financial Statements", "Disability", "Counterparts", "Enforceability", "Effectiveness", "Defined Terms", "Effective Dates", "Tax Withholdings", "Indemnifications", "Compliance With Laws", "No Waivers", "Confidentiality", "Positions", "Definitions", "Books", "Withholdings", "Successors", "Erisa", "Capitalization", "Assigns", "Authorizations", "No Conflicts", "Publicity", "Titles", "Representations", "Amendments"], "gold": ["Amendments"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.", "references": ["Defined Terms", "Integration", "Qualifications", "Death", "Vacations", "Effective Dates", "Organizations", "Erisa", "Indemnity", "Sales", "Employment", "Forfeitures", "Publicity", "Base Salary", "Positions", "Solvency", "Non-Disparagement", "Subsidiaries", "Venues", "Withholdings", "Waivers", "Notices", "Expenses", "Disclosures", "Consent To Jurisdiction", "Binding Effects", "Enforceability", "Approvals", "Adjustments", "Entire Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as otherwise provided in the terms of the applicable Award Agreement, upon termination of a Participant\u2019s employment with (or service to) the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding, unvested shares of Restricted Stock and Phantom Units awarded to the Participant shall be automatically forfeited on such termination.", "references": ["Venues", "No Conflicts", "Transactions With Affiliates", "Specific Performance", "Litigations", "Titles", "Severability", "Brokers", "Employment", "Terms", "Confidentiality", "Jurisdictions", "Insurances", "Capitalization", "Erisa", "Non-Disparagement", "Integration", "Waivers", "Miscellaneous", "Disclosures", "Participations", "Compliance With Laws", "Change In Control", "Remedies", "Enforcements", "Consents", "Sanctions", "Governing Laws", "Closings", "Organizations", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Amendment Number Five may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.", "references": ["Duties", "Costs", "Specific Performance", "Qualifications", "Consent To Jurisdiction", "Entire Agreements", "Venues", "Death", "Organizations", "Erisa", "Effective Dates", "Effectiveness", "Sales", "Further Assurances", "Fees", "Compliance With Laws", "Authorizations", "Defined Terms", "Taxes", "Headings", "Binding Effects", "Indemnity", "Terminations", "Applicable Laws", "General", "Enforcements", "Consents", "Publicity", "Authority", "Notices", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If a court of competent jurisdiction determines that the Executive has breached or failed to perform any part of this Release, the Executive agrees that the Company will be entitled to seek injunctive relief to enforce this Release.", "references": ["Solvency", "Intellectual Property", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Duties", "Further Assurances", "Payments", "Transactions With Affiliates", "Records", "Use Of Proceeds", "Governing Laws", "Authority", "Adjustments", "Terminations", "Expenses", "Enforceability", "Definitions", "Tax Withholdings", "Assignments", "Publicity", "Submission To Jurisdiction", "Interpretations", "Warranties", "Vesting", "Litigations", "Disclosures", "Indemnifications", "Participations", "Approvals", "Remedies", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary Guarantor) unless such transaction is (a)\u00a0otherwise permitted under this Agreement and (b)\u00a0upon fair and reasonable terms no less favorable to the Borrower or any of its relevant Restricted Subsidiaries than it would obtain in a comparable arm\u2019s length transaction with a Person that is not an Affiliate; provided , that the foregoing restriction in clause (b) shall not apply to (i) transactions between or among the Loan Parties; (ii) transactions permitted under Section 7.6; (iii) the payment of customary directors\u2019 fees and indemnification and reimbursement of expenses to directors, officers or employees; (iv) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower\u2019s Board of Directors; (v) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Subsidiary and any employee thereof and approved by the Borrower\u2019s Board of Directors; and (vi) intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the Borrower) for the purpose of improving the consolidated tax efficiency of the Group Members.", "references": ["Existence", "Enforceability", "Notices", "Capitalization", "Entire Agreements", "Further Assurances", "Withholdings", "Submission To Jurisdiction", "Cooperation", "Authority", "Jurisdictions", "Vacations", "Disclosures", "Effective Dates", "Intellectual Property", "Financial Statements", "Waiver Of Jury Trials", "Titles", "Governing Laws", "Positions", "Closings", "Non-Disparagement", "Miscellaneous", "Applicable Laws", "Solvency", "Integration", "Taxes", "Modifications", "Representations", "No Waivers", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Plan shall be construed and administered in accordance with and governed by the laws of the State of Delaware, other than its laws respecting choice of law.", "references": ["Brokers", "Enforcements", "Vacations", "Modifications", "Cooperation", "Approvals", "Payments", "Venues", "Employment", "Sales", "Death", "Further Assurances", "Entire Agreements", "Defined Terms", "Effective Dates", "Consent To Jurisdiction", "Anti-Corruption Laws", "Insurances", "Specific Performance", "Successors", "Integration", "Headings", "Binding Effects", "Counterparts", "Submission To Jurisdiction", "Disability", "Agreements", "Solvency", "Confidentiality", "Authorizations", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "In the event any one or more of the provisions contained in this Guaranty or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["Indemnifications", "Governing Laws", "Closings", "Participations", "Vesting", "Warranties", "Erisa", "Cooperation", "Disclosures", "Withholdings", "Compliance With Laws", "Waivers", "Approvals", "Fees", "Terminations", "Subsidiaries", "Brokers", "Successors", "Notices", "Insurances", "Employment", "Modifications", "Intellectual Property", "Survival", "Records", "Sales", "No Defaults", "Adjustments", "Non-Disparagement", "Expenses", "Severability"], "gold": ["Severability"]}
+{"input": "From time to time after the date hereof, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to give effect to the transactions contemplated by this Agreement.", "references": ["Arbitration", "Defined Terms", "Forfeitures", "Entire Agreements", "Counterparts", "Tax Withholdings", "Vesting", "Consents", "Effective Dates", "Withholdings", "Non-Disparagement", "Successors", "Titles", "Representations", "Benefits", "Indemnifications", "Insurances", "Indemnity", "Qualifications", "Capitalization", "Assigns", "Payments", "General", "Participations", "Definitions", "Records", "Remedies", "Use Of Proceeds", "Modifications", "Organizations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Administrative Agent and the Coordinating Lead Arranger shall have received a solvency certificate, in substantially the form of Exhibit\u00a0E , as to the Solvency of the Borrowers, taken as a whole (after giving effect to the Transactions), signed by a Financial Officer of the Borrowers.", "references": ["Jurisdictions", "Headings", "Transactions With Affiliates", "Anti-Corruption Laws", "Severability", "Adjustments", "Interpretations", "Applicable Laws", "Terminations", "Existence", "Authorizations", "Amendments", "Sanctions", "General", "Arbitration", "Employment", "Interests", "Use Of Proceeds", "No Conflicts", "Consent To Jurisdiction", "Notices", "Sales", "Positions", "Effective Dates", "Agreements", "Authority", "Payments", "Organizations", "Participations", "Venues", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Company shall promptly reimburse Kelley Drye & Warren, LLP (counsel to the lead investor), on demand, for all reasonable, documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disbursements in connection therewith, and due diligence in connection with the transactions contemplated thereby) in an aggregate amount not to exceed $15,000.", "references": ["Releases", "Confidentiality", "Governing Laws", "Waivers", "Solvency", "Interests", "Benefits", "General", "No Conflicts", "Brokers", "Counterparts", "Participations", "Non-Disparagement", "Disability", "Intellectual Property", "Warranties", "Assigns", "Cooperation", "Expenses", "Effectiveness", "Positions", "Headings", "Closings", "Tax Withholdings", "Submission To Jurisdiction", "Employment", "Modifications", "Miscellaneous", "Forfeitures", "Base Salary", "Fees"], "gold": ["Fees"]}
+{"input": "Any provision that, in order to give proper effect to its intent, should survive the expiration or earlier termination of this Agreement, will survive the expiration or earlier termination of this Agreement indefinitely or for the period specified therein, as applicable.", "references": ["Counterparts", "Taxes", "Litigations", "Transactions With Affiliates", "Applicable Laws", "Effectiveness", "Agreements", "Terms", "Miscellaneous", "Terminations", "Headings", "No Defaults", "Base Salary", "Consent To Jurisdiction", "Severability", "Modifications", "Integration", "Indemnity", "Governing Laws", "Consents", "Jurisdictions", "Cooperation", "Effective Dates", "Interpretations", "Approvals", "Warranties", "Duties", "Disclosures", "Vacations", "Authorizations", "Survival"], "gold": ["Survival"]}
+{"input": "The Company and the Guarantors will execute and deliver such further instruments and do such further acts and things as may be reasonably required by Buyer to carry out the intent and purposes of this Agreement.", "references": ["Existence", "Agreements", "Notices", "Subsidiaries", "Taxes", "Publicity", "Payments", "Forfeitures", "No Defaults", "Litigations", "Survival", "No Conflicts", "Disability", "Binding Effects", "Indemnifications", "Amendments", "Base Salary", "Authority", "Indemnity", "Compliance With Laws", "Anti-Corruption Laws", "Integration", "Headings", "Authorizations", "Enforcements", "Withholdings", "Interpretations", "Expenses", "Books", "Definitions", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer\u2019s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.", "references": ["Powers", "Vesting", "Jurisdictions", "Venues", "Further Assurances", "Successors", "Employment", "Waiver Of Jury Trials", "Duties", "No Waivers", "Interests", "Agreements", "Organizations", "Counterparts", "Subsidiaries", "Binding Effects", "Withholdings", "Titles", "Governing Laws", "Tax Withholdings", "Enforcements", "Arbitration", "Construction", "Brokers", "Survival", "Modifications", "Use Of Proceeds", "Enforceability", "Remedies", "Change In Control", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents.\u00a0 Without limiting the generality of the foregoing, (a)\u00a0the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term \u201cagent\u201d herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b)\u00a0the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Lenders, and (c)\u00a0except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the institution serving as Administrative Agent or any of its Affiliates in any capacity.\u00a0 The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i)\u00a0any statement, warranty or representation made in or in connection with any Loan Document, (ii)\u00a0the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii)\u00a0the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv)\u00a0the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v)\u00a0the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, (vi)\u00a0the satisfaction of any condition set forth in Article\u00a0V or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii)\u00a0any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein.", "references": ["Enforceability", "Indemnity", "Waivers", "Counterparts", "Entire Agreements", "Integration", "Binding Effects", "Effective Dates", "Adjustments", "Sanctions", "Payments", "Withholdings", "Titles", "Agreements", "Publicity", "Compliance With Laws", "Vesting", "Closings", "Terminations", "Applicable Laws", "Venues", "Defined Terms", "Definitions", "Change In Control", "Existence", "Specific Performance", "No Conflicts", "Approvals", "Books", "Severability", "Duties"], "gold": ["Duties"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAW.", "references": ["Liens", "Qualifications", "Compliance With Laws", "Warranties", "No Defaults", "Amendments", "Headings", "Notices", "Base Salary", "Organizations", "Vesting", "Submission To Jurisdiction", "Existence", "Definitions", "Effectiveness", "Applicable Laws", "Indemnity", "Indemnifications", "Use Of Proceeds", "Miscellaneous", "Sales", "Taxes", "Duties", "Solvency", "Further Assurances", "Enforcements", "Tax Withholdings", "Remedies", "Adjustments", "Publicity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement has been made and entered into in the state of Oklahoma and will be construed in accordance with the laws of the state of Oklahoma without regard to the conflict of laws principles thereof.", "references": ["Enforcements", "Defined Terms", "Venues", "Definitions", "Use Of Proceeds", "Forfeitures", "No Waivers", "Consent To Jurisdiction", "Notices", "Organizations", "Titles", "Entire Agreements", "Integration", "Erisa", "Terminations", "Disability", "Powers", "Sales", "Interpretations", "Benefits", "Subsidiaries", "Miscellaneous", "Assigns", "Waiver Of Jury Trials", "Indemnity", "Remedies", "Solvency", "Counterparts", "Submission To Jurisdiction", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Proper and accurate (in all material respects (as reasonably determined by the Borrower)) federal, state, local and foreign tax returns required to have been filed (after giving effect to any extension granted in the time for filing) by the Borrower or its Subsidiaries have been filed with the appropriate Governmental Authorities, and all Taxes due and payable have been paid, except to the extent (i) in either case, the failure to do so could not reasonably be expected to result in a Material Adverse Change, or (ii) such Taxes are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established on the books of the appropriate Person in accordance with GAAP.", "references": ["Counterparts", "Arbitration", "Erisa", "Fees", "Vacations", "Capitalization", "Tax Withholdings", "Entire Agreements", "Anti-Corruption Laws", "Solvency", "Authorizations", "Organizations", "Construction", "Books", "Interpretations", "Existence", "Insurances", "Releases", "Adjustments", "Consent To Jurisdiction", "Publicity", "Liens", "Indemnity", "Disability", "No Conflicts", "Successors", "Confidentiality", "Expenses", "Remedies", "Disclosures", "Taxes"], "gold": ["Taxes"]}
+{"input": "State of New York. Counsel to the Bridge Administrative Agent, Lead Arranger and Joint Bookrunner : \u00a0\u00a0 Cahill Gordon\u00a0& Reindel LLP.", "references": ["Miscellaneous", "General", "Intellectual Property", "Liens", "Publicity", "Amendments", "Integration", "Compliance With Laws", "Waivers", "Disability", "Records", "Insurances", "Benefits", "Costs", "Enforcements", "Base Salary", "Fees", "Confidentiality", "Interpretations", "Authorizations", "Authority", "Solvency", "Warranties", "Approvals", "Financial Statements", "Expenses", "Assigns", "Consents", "Definitions", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK without regard to any conflict of laws principles thereof that would call for the application of the laws of any other jurisdiction.", "references": ["Successors", "Indemnifications", "Arbitration", "Expenses", "Non-Disparagement", "Tax Withholdings", "Vesting", "Qualifications", "Effectiveness", "Litigations", "Payments", "Remedies", "Consents", "Headings", "Survival", "Terms", "Capitalization", "Terminations", "Integration", "Confidentiality", "Withholdings", "Participations", "Solvency", "Assigns", "Waiver Of Jury Trials", "Transactions With Affiliates", "Interests", "Disclosures", "Subsidiaries", "Benefits", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "It is intended that this Agreement shall comply with the provisions of section 409A of the Code and the Department of the Treasury (the \u201cDepartment\u201c) Regulations relating thereto, or an exemption to section 409A of the Code. Any payments that qualify for the \u201cshort-term deferral\u201c exception or another exception under section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the section 409A of the Code deferral election rules and the exclusion under section 409A of the Code for certain short-term deferral amounts. All payments to be made upon a termination of employment under this Agreement may only be made upon a \u201cseparation from service\u201c under section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Within the time period permitted by the applicable Department Regulations (or such later time as may be permitted under section 409A or any Internal Revenue Service or Department rules or other guidance issued thereunder), the Bank may, in consultation with the Executive, modify the Agreement in order to cause the provisions of the Agreement to comply with the requirements of section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to section 409A of the Code.", "references": ["Consents", "Titles", "Effectiveness", "Binding Effects", "Severability", "Notices", "Authorizations", "Forfeitures", "Vacations", "Remedies", "Existence", "Tax Withholdings", "Survival", "Duties", "Non-Disparagement", "Indemnifications", "Withholdings", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Adjustments", "Litigations", "Liens", "Warranties", "Vesting", "No Waivers", "Sales", "Books", "Death", "Qualifications", "Transactions With Affiliates", "General"], "gold": ["General"]}
+{"input": "The Employee shall be responsible for the payment of any and all required federal, state, local and foreign taxes incurred, or to be incurred, in connection with the amounts payable under this Agreement. Notwithstanding any other provision of this Agreement to the contrary, the Company may withhold from all amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld pursuant to any applicable laws and regulations.", "references": ["Headings", "Employment", "Brokers", "Enforceability", "Sanctions", "Powers", "Indemnifications", "Positions", "Records", "Books", "Use Of Proceeds", "Vesting", "Litigations", "Agreements", "Withholdings", "Tax Withholdings", "Base Salary", "Publicity", "Anti-Corruption Laws", "Change In Control", "Terms", "Organizations", "Benefits", "Compliance With Laws", "No Defaults", "Applicable Laws", "Authority", "Venues", "Fees", "Subsidiaries", "Taxes"], "gold": ["Taxes"]}
+{"input": "There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or to the best of Guarantor\u2019s knowledge, threatened against or affecting Guarantor, which actions, suits or proceedings, if determined against Guarantor, would be reasonably likely to have or do have a Material Adverse Effect.", "references": ["Interpretations", "Further Assurances", "Tax Withholdings", "Authority", "Withholdings", "Benefits", "Capitalization", "Modifications", "Records", "Duties", "Disclosures", "Vacations", "Non-Disparagement", "Releases", "Waiver Of Jury Trials", "Indemnity", "Enforcements", "Liens", "Insurances", "Change In Control", "Sales", "Powers", "Organizations", "Successors", "Representations", "Brokers", "Notices", "Intellectual Property", "Interests", "Costs", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Executive shall be entitled to vacation in accordance with the Company\u2019s standard vacation policy extended to employees of the Company generally, at levels commensurate with Executive\u2019s position. The Executive shall be entitled to any other benefits and perquisites on substantially the same terms and conditions as may be awarded to the employees of the Company from time to time.", "references": ["Organizations", "Death", "No Conflicts", "Capitalization", "Miscellaneous", "Withholdings", "Publicity", "Defined Terms", "Effective Dates", "Confidentiality", "Enforceability", "Venues", "Insurances", "Sales", "Construction", "Applicable Laws", "Consent To Jurisdiction", "Payments", "Anti-Corruption Laws", "Interests", "Assignments", "Intellectual Property", "Sanctions", "Existence", "Headings", "Consents", "Approvals", "Survival", "Financial Statements", "Non-Disparagement", "Vacations"], "gold": ["Vacations"]}
+{"input": "Permit the funding requirements of ERISA with respect to any Employee Plan ever to be less than the minimum required by ERISA or, any Employee Plan ever to be subject to involuntary termination proceedings.", "references": ["Miscellaneous", "Adjustments", "Modifications", "Liens", "Disability", "Warranties", "Counterparts", "Indemnifications", "Fees", "Death", "Enforceability", "Venues", "Enforcements", "Use Of Proceeds", "Change In Control", "Litigations", "Sales", "Releases", "Qualifications", "No Defaults", "Withholdings", "Effectiveness", "Sanctions", "Benefits", "No Waivers", "Brokers", "Assigns", "Integration", "Notices", "Existence", "Terminations"], "gold": ["Terminations"]}
+{"input": "All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given: (a) when delivered personally to the recipient, (b) when sent by electronic mail or facsimile, on the date of transmission to such recipient without notice of delivery failure, (c) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (d) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth on the signature pages hereto. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.", "references": ["Indemnifications", "Successors", "Effectiveness", "Authorizations", "Solvency", "Vesting", "Qualifications", "Taxes", "Litigations", "Amendments", "Consent To Jurisdiction", "Binding Effects", "Liens", "Further Assurances", "Warranties", "Effective Dates", "Disclosures", "Positions", "Modifications", "Governing Laws", "Publicity", "Miscellaneous", "Brokers", "Books", "Financial Statements", "Transactions With Affiliates", "Venues", "Death", "Insurances", "Counterparts", "Notices"], "gold": ["Notices"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Restricted Person may assign or otherwise transfer any of its rights or obligations under any Loan Document without the prior written consent of Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an Eligible Assignee in accordance with the provisions of subsection (b)\u00a0of this Section, (ii)\u00a0by way of participation in accordance with the provisions of subsection (d)\u00a0of this Section, or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of subsection (f)\u00a0of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d)\u00a0of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Death", "Definitions", "Benefits", "Use Of Proceeds", "Confidentiality", "Organizations", "Expenses", "Venues", "Effectiveness", "Entire Agreements", "Releases", "Representations", "Enforcements", "Forfeitures", "Qualifications", "Waivers", "Transactions With Affiliates", "Financial Statements", "Approvals", "Tax Withholdings", "Indemnity", "Cooperation", "Authority", "Positions", "Effective Dates", "Brokers", "Applicable Laws", "Counterparts", "Participations", "Terminations", "Successors"], "gold": ["Successors"]}
+{"input": "The Executive shall not disparage the Company (or any affiliate) in any way that materially and adversely affects the goodwill, reputation or business relationships of the Company or the affiliate with the public generally, or with any of its customers, vendors or employees. The Company shall not (and shall use reasonable efforts to procure that its directors and officers, its affiliates and the respective directors and officers or such affiliates shall not) disparage the Executive in any way that materially and adversely affects him or his reputation. Notwithstanding the foregoing, this Section shall not prohibit either Party from rebutting claims or statements made by any other person.", "references": ["Forfeitures", "Headings", "Titles", "Existence", "Defined Terms", "Erisa", "Vacations", "Miscellaneous", "Enforceability", "Remedies", "Interpretations", "Participations", "Financial Statements", "Payments", "Indemnifications", "Binding Effects", "Indemnity", "Enforcements", "Terminations", "Death", "Sales", "Solvency", "Effectiveness", "Arbitration", "Closings", "Definitions", "Effective Dates", "Employment", "Taxes", "Transactions With Affiliates", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "THE PARTIES IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR EQUITY, BROUGHT BY ANY PARTY.", "references": ["Effectiveness", "Adjustments", "General", "Effective Dates", "Amendments", "Entire Agreements", "Defined Terms", "Severability", "Specific Performance", "Arbitration", "Duties", "Venues", "Vesting", "Records", "Qualifications", "Applicable Laws", "Payments", "Liens", "Sales", "Enforcements", "Terms", "Remedies", "Withholdings", "Cooperation", "Expenses", "Waivers", "Fees", "Brokers", "Warranties", "Survival", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement, together with the Letter Agreement, contains the entire agreement among the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous arrangements or understandings, whether written or oral, with respect hereto and thereto.", "references": ["Severability", "Capitalization", "Survival", "Indemnifications", "Use Of Proceeds", "Taxes", "Financial Statements", "Enforcements", "Governing Laws", "Solvency", "Successors", "Enforceability", "Cooperation", "Amendments", "Brokers", "Closings", "Jurisdictions", "Arbitration", "Anti-Corruption Laws", "Waivers", "Terms", "Waiver Of Jury Trials", "Indemnity", "Expenses", "Assignments", "Modifications", "Authorizations", "Definitions", "Approvals", "Warranties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The headings of the paragraphs and subparagraphs of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.", "references": ["Base Salary", "Financial Statements", "Intellectual Property", "No Waivers", "Duties", "Arbitration", "Specific Performance", "Applicable Laws", "Warranties", "Authority", "Litigations", "Successors", "Vesting", "Solvency", "Counterparts", "Survival", "Authorizations", "Consents", "Disability", "Definitions", "Approvals", "Releases", "Jurisdictions", "Assigns", "Further Assurances", "Representations", "Remedies", "Existence", "Venues", "Insurances", "Headings"], "gold": ["Headings"]}
+{"input": "All Sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, this Agreement shall be interpreted as if such invalid Sections, clauses or covenants were not contained herein.", "references": ["Modifications", "Construction", "Warranties", "Litigations", "Insurances", "Integration", "Survival", "Participations", "Employment", "Base Salary", "Adjustments", "Governing Laws", "Effective Dates", "Representations", "Submission To Jurisdiction", "Notices", "Disclosures", "Positions", "Counterparts", "Disability", "Vacations", "Venues", "Approvals", "Vesting", "Publicity", "Books", "Interpretations", "Indemnifications", "Terminations", "Releases", "Severability"], "gold": ["Severability"]}
+{"input": "The Committee may specify in an Award Agreement at the time of the Award that the Participant\u2019s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of Continuous Service for Cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company. The Committee may also specify in an Award Agreement that the Participant\u2019s rights, payments and benefits with respect to an Award shall be conditioned upon the Participant making a representation regarding compliance with noncompetition, confidentiality or other restrictive covenants that may apply to the Participant and providing that the Participant\u2019s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment on account of a breach of such representation. Notwithstanding the foregoing, the confidentiality restrictions set forth in an Award Agreement shall not, and shall not be interpreted to, impair a Participant from exercising any legally protected whistleblower rights (including under Rule 21 of the Exchange Act). In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd\u2013Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any \u201cclawback\u201d policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing condition.", "references": ["Powers", "Enforceability", "Confidentiality", "Terminations", "Forfeitures", "Venues", "Benefits", "Arbitration", "Existence", "Subsidiaries", "Death", "Consents", "Warranties", "Assigns", "Withholdings", "Financial Statements", "Binding Effects", "Terms", "Disclosures", "Modifications", "General", "Survival", "Adjustments", "Interests", "No Defaults", "Closings", "Miscellaneous", "Payments", "Change In Control", "Participations", "Representations"], "gold": ["Representations"]}
+{"input": "On the Retirement Date, TA will pay your unpaid wages for the period through the Retirement Date and, if required by law, for your remaining and unused vacation time, subject to all usual and applicable taxes and deductions. Your health insurance on TA\u2019s group plan will terminate on the Retirement Date. To continue any health insurance beyond the Retirement Date, you must complete a continuation of coverage (COBRA) election form and make timely payments for coverage. Information regarding COBRA will be mailed to you. Any group life and disability insurance on our group plan will also terminate on the Retirement Date, as will your participation in TA\u2019s 401(k) plans.", "references": ["Duties", "Organizations", "Erisa", "Remedies", "Intellectual Property", "Assigns", "Effective Dates", "Benefits", "Existence", "Submission To Jurisdiction", "Taxes", "Waivers", "Indemnity", "Arbitration", "Death", "Notices", "Further Assurances", "Liens", "Miscellaneous", "Approvals", "Authorizations", "Successors", "Severability", "Authority", "Forfeitures", "Employment", "Subsidiaries", "Entire Agreements", "Positions", "Defined Terms", "Payments"], "gold": ["Payments"]}
+{"input": "Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of federal or state courts of the State of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the federal or state courts of the State of New York, and each of the parties irrevocably waives the right to trial by jury, (c) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (d) irrevocably consents to service of process by first-class certified mail, return-receipt requested, postage prepaid, to the address of such party\u2019s principal place of business or as otherwise provided by applicable law. Each of the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action, suit, or other legal proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) such action, suit or other legal proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action, suit, or other legal proceeding is improper, or (iii) this agreement, or the subject matter hereof, may not be enforced in or by such court.", "references": ["Construction", "Arbitration", "Specific Performance", "Vesting", "Duties", "Authority", "Disclosures", "Effectiveness", "Taxes", "Survival", "Enforcements", "Qualifications", "Terminations", "Defined Terms", "Tax Withholdings", "Intellectual Property", "Headings", "Positions", "Sanctions", "Withholdings", "Liens", "Consent To Jurisdiction", "Agreements", "Costs", "No Defaults", "Waiver Of Jury Trials", "Definitions", "Governing Laws", "Organizations", "Severability", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Product Sub shall use the entire net proceeds of the Investment received by it to acquire assets from the Company pursuant to the Contribution Agreement.", "references": ["Publicity", "Expenses", "Headings", "Amendments", "Enforcements", "Solvency", "Waivers", "Arbitration", "No Conflicts", "Notices", "Capitalization", "Entire Agreements", "Applicable Laws", "Sales", "Defined Terms", "Transactions With Affiliates", "Consents", "Modifications", "Sanctions", "General", "Disability", "Liens", "Erisa", "Survival", "Cooperation", "Miscellaneous", "Interpretations", "Anti-Corruption Laws", "Employment", "Death", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Both before and after giving effect to (a) the issue and sale of the Notes on the Closing Date, (b) the disbursement of the proceeds of such issue and sale to or as directed by the Company, (c) the consummation of the Transaction and (d) the payment and accrual of all transaction costs in connection with the foregoing, the Company and its Subsidiaries, on a consolidated basis, are Solvent.", "references": ["Closings", "Adjustments", "Successors", "Enforceability", "Disability", "Use Of Proceeds", "Participations", "Jurisdictions", "Liens", "Authority", "Miscellaneous", "Cooperation", "Titles", "Warranties", "Applicable Laws", "Vesting", "Interpretations", "Venues", "Binding Effects", "Qualifications", "Tax Withholdings", "Payments", "Consent To Jurisdiction", "Integration", "Forfeitures", "Organizations", "Survival", "Records", "Indemnity", "Waivers", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.\u00a0\u00a0Delivery of an executed counterpart of this Amendment by facsimile transmission or other electronic means shall be equally effective as delivery of a manually executed counterpart of this Amendment.", "references": ["Disability", "Expenses", "Miscellaneous", "Governing Laws", "Binding Effects", "Enforceability", "Integration", "Authorizations", "Releases", "Waivers", "Qualifications", "Headings", "Costs", "Organizations", "Transactions With Affiliates", "No Conflicts", "Survival", "Employment", "Interpretations", "Death", "Further Assurances", "Warranties", "Liens", "Use Of Proceeds", "Anti-Corruption Laws", "Titles", "Base Salary", "Forfeitures", "Payments", "Remedies", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All notices, requests and demands to or upon the respective parties hereto shall be given in the manner, and become effective, as set forth in Section 9.02 of the Amended Credit Agreement.", "references": ["Subsidiaries", "Change In Control", "Enforcements", "Insurances", "Closings", "Brokers", "Existence", "Interests", "Authorizations", "Arbitration", "Transactions With Affiliates", "No Waivers", "Indemnifications", "Cooperation", "No Defaults", "Waivers", "Participations", "Financial Statements", "Survival", "General", "Withholdings", "Approvals", "Miscellaneous", "Payments", "Effective Dates", "Terms", "Integration", "Benefits", "Terminations", "Severability", "Notices"], "gold": ["Notices"]}
+{"input": "Borrower shall not pay, and shall not permit any Guarantor to pay, any management fees or other payments under any Management Agreement for any Unencumbered Pool Property to Borrower, any other manager that is an Affiliate of Borrower or any other manager, or any advisory fees or other payments to Advisor, in the event that a Default or an Event of Default shall have occurred and be continuing.", "references": ["Defined Terms", "Qualifications", "Integration", "Approvals", "Jurisdictions", "Representations", "Waiver Of Jury Trials", "Positions", "Existence", "Interpretations", "Withholdings", "Taxes", "Financial Statements", "Headings", "Remedies", "Effectiveness", "Severability", "Insurances", "Indemnifications", "Litigations", "Books", "Governing Laws", "Successors", "Forfeitures", "Agreements", "Records", "Capitalization", "Employment", "Enforcements", "Liens", "Fees"], "gold": ["Fees"]}
+{"input": "The Company shall indemnify Executive to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented, or by any successor thereto, against all of the expenses, liabilities and other matters referred to in or covered by said Section. Expenses (including attorneys\u2019 fees) incurred by Executive in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the Company in advance of the final disposition of such action, suit, or proceeding; provided, that Executive hereby undertakes and agrees to repay all such amounts if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company as required hereby. The covenant contained in this Section 31 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.", "references": ["Cooperation", "Expenses", "Counterparts", "Books", "Interests", "Amendments", "Effectiveness", "Terms", "General", "Publicity", "Benefits", "Indemnity", "Forfeitures", "Confidentiality", "Base Salary", "Powers", "Existence", "Approvals", "Capitalization", "Interpretations", "Submission To Jurisdiction", "Change In Control", "Remedies", "Sanctions", "Payments", "Terminations", "Representations", "Tax Withholdings", "Binding Effects", "Positions", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Effective as of the date hereof, the Employment Agreement shall immediately terminate and shall be of no further force or effect .", "references": ["Approvals", "Change In Control", "Agreements", "Powers", "Further Assurances", "Arbitration", "Interests", "Jurisdictions", "Interpretations", "Publicity", "Venues", "Assigns", "Notices", "Adjustments", "Litigations", "Fees", "Insurances", "Qualifications", "Consents", "Duties", "Compliance With Laws", "Benefits", "Employment", "Intellectual Property", "Authority", "Waiver Of Jury Trials", "Closings", "Applicable Laws", "Vesting", "Assignments", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement constitutes the entire agreement between the parties to this Agreement and supersedes all other prior agreements, arrangements, and understandings, both written and oral, between the parties with respect to the subject matter hereof. The effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Merger Agreement by the parties thereto.", "references": ["Authority", "Amendments", "Closings", "Records", "Enforcements", "Intellectual Property", "No Defaults", "Terminations", "Definitions", "Non-Disparagement", "Venues", "Base Salary", "Taxes", "Expenses", "Vacations", "Disclosures", "Compliance With Laws", "Further Assurances", "Headings", "Titles", "Payments", "Binding Effects", "Publicity", "Fees", "Consents", "Applicable Laws", "Change In Control", "Warranties", "No Conflicts", "Agreements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Board may terminate the Plan at any time; provided , that termination of the Plan shall not adversely affect the rights of a Director or beneficiary thereof with respect to amounts previously deferred under the Plan without the consent of such Director. The Board may amend the Plan at any time and from time to time; provided , however , that no such amendment shall materially and adversely affect the rights of any Director or beneficiary thereof with respect to amounts previously deferred under the Plan.", "references": ["Definitions", "Construction", "Titles", "Forfeitures", "Notices", "Confidentiality", "Miscellaneous", "Enforcements", "Successors", "Liens", "Transactions With Affiliates", "Vacations", "General", "Closings", "Assignments", "Intellectual Property", "No Conflicts", "Existence", "Authorizations", "Further Assurances", "Severability", "Effectiveness", "Consents", "Submission To Jurisdiction", "Indemnifications", "Duties", "Financial Statements", "Warranties", "Consent To Jurisdiction", "Benefits", "Terminations"], "gold": ["Terminations"]}
+{"input": "All notices, requests, documents delivered, and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, mailed (first class postage prepaid) or by email to the Parties at the below addresses, or e-mail addresses. For the avoidance of doubt when written notice or approval from Requisite Consenting Creditors is required by this Agreement, email from Requisite Consenting Creditors\u2019 counsel to Company\u2019s counsel shall be sufficient.", "references": ["Representations", "Integration", "Indemnity", "Submission To Jurisdiction", "Warranties", "Duties", "Records", "Authorizations", "Expenses", "Successors", "Costs", "No Waivers", "Enforcements", "Organizations", "Miscellaneous", "Binding Effects", "Headings", "Participations", "Further Assurances", "Insurances", "Agreements", "Death", "Books", "Interests", "Terms", "Assigns", "Payments", "Authority", "Brokers", "Employment", "Notices"], "gold": ["Notices"]}
+{"input": "The Company is an Israeli corporation duly organized, validly existing and in good standing under the Laws of the State of Israel. \u00a0The Company has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. \u00a0The Company is duly qualified or licensed to do business as a foreign corporation or Israeli corporation, as applicable, and is in good standing in each authority where the character of the property owned or leased by it or the nature of its activities make such qualification necessary.", "references": ["Erisa", "Waivers", "Sales", "Indemnifications", "Intellectual Property", "Taxes", "Binding Effects", "Compliance With Laws", "Releases", "Employment", "Non-Disparagement", "Headings", "Fees", "Vacations", "Liens", "Existence", "Disability", "Tax Withholdings", "Authorizations", "Confidentiality", "No Defaults", "Submission To Jurisdiction", "Assignments", "Costs", "Defined Terms", "Consents", "Brokers", "Participations", "Cooperation", "Base Salary", "Powers"], "gold": ["Powers"]}
+{"input": "The Company shall (1) no later than 9 am ET on the Trading Day after this Agreement has been executed, issue a press release disclosing the material terms of the transactions contemplated hereby and (2) no later than four (4) Business Days after the Closing of the transactions contemplated hereby, the Company shall issue a Current Report on Form 8-K (the \u201cCurrent Report\u201d) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the Exchange Act. From and after the issuance of the Current Report, the Company represents to the Purchasers that the Company shall have publicly disclosed all material, non-public information delivered to the Purchasers as of such time by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall afford the Purchasers and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Purchasers and its counsel on the form and substance of, and shall give due consideration to all such comments from the Purchasers and its counsel on, any press release, filing with the Commission or any other public disclosure made by or on behalf of the Company relating to the Purchasers, the Transaction Documents and/or the transactions contemplated by any of the Transaction Documents, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Purchasers shall reasonably object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.", "references": ["Arbitration", "Miscellaneous", "Insurances", "Entire Agreements", "Existence", "Adjustments", "Venues", "Authority", "Effectiveness", "Change In Control", "Terminations", "Vacations", "Powers", "Authorizations", "No Defaults", "Representations", "Employment", "Specific Performance", "Integration", "Waivers", "Confidentiality", "Consent To Jurisdiction", "Warranties", "No Waivers", "Indemnifications", "Fees", "Duties", "Indemnity", "Agreements", "Capitalization", "Publicity"], "gold": ["Publicity"]}
+{"input": "No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.", "references": ["Agreements", "Miscellaneous", "Titles", "Indemnifications", "General", "Headings", "Intellectual Property", "Waiver Of Jury Trials", "Organizations", "Forfeitures", "Integration", "Counterparts", "Use Of Proceeds", "Subsidiaries", "Construction", "Survival", "Amendments", "Venues", "Tax Withholdings", "Further Assurances", "Employment", "Base Salary", "Arbitration", "Effective Dates", "Warranties", "Litigations", "Entire Agreements", "Disclosures", "Disability", "Submission To Jurisdiction", "Waivers"], "gold": ["Waivers"]}
+{"input": "Each party shall, at any time and from time to time, at the request of the other party, execute and deliver such other instruments as the other party may reasonably request in order to effectively consummate the transactions contemplated hereby.", "references": ["Consents", "Vesting", "Interpretations", "Adjustments", "Jurisdictions", "Compliance With Laws", "Use Of Proceeds", "Sanctions", "Entire Agreements", "Records", "Fees", "Authority", "Death", "Employment", "Submission To Jurisdiction", "Indemnifications", "No Conflicts", "Headings", "Liens", "Closings", "Enforcements", "Organizations", "Erisa", "Base Salary", "Existence", "Sales", "Specific Performance", "Terminations", "Effectiveness", "Definitions", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Holders may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Registrable Security when: (a)\u00a0a registration statement with respect to the sale of such Registrable Security shall have become effective under the Securities Act and such Registrable Security shall have been disposed of in accordance with such registration statement; (b)\u00a0such Registrable Security shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any successor provision); (c) such Registrable Security shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Parent and subsequent public distribution of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force; (d)\u00a0such Registrable Security shall have ceased to be outstanding, (e)\u00a0in the case of Registrable Securities held by a Holder that is not Impala or any Affiliate thereof, such Holder holds less than five percent (5%) of the then-outstanding Registrable Securities and such Registrable Securities are eligible for sale pursuant to Rule 144 under the Securities Act (or any successor provision) without restriction (including with respect to manner of sale and volume limitations) or (f)\u00a0in the case of Registrable Securities held by Impala or any Affiliate thereof, such Holder holds less than three percent (3%) of the then-outstanding Registrable Securities and such Registrable Securities are eligible for sale pursuant to Rule 144 under the Securities Act (or any successor provision) without restriction (including with respect to manner of sale and volume limitations). Parent shall promptly upon the request of any Holder furnish to such Holder evidence of the number of Registrable Securities then outstanding.", "references": ["Taxes", "Qualifications", "Anti-Corruption Laws", "Participations", "Compliance With Laws", "Vesting", "Closings", "Interests", "Releases", "Brokers", "Existence", "Use Of Proceeds", "Warranties", "Employment", "Indemnity", "Sanctions", "Payments", "Effectiveness", "Non-Disparagement", "Withholdings", "Records", "No Defaults", "Representations", "No Conflicts", "Costs", "Organizations", "Specific Performance", "Insurances", "Sales", "Severability", "Terminations"], "gold": ["Terminations"]}
+{"input": "No amendment or waiver of any provision of this Agreement nor consent to any departure by any Party hereto shall be effective unless it is in a written agreement executed by the First Lien Agent and the Second Lien Notes Trustee. None of the Borrowers or Guarantors shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement other than any amendment or waiver to Section 5.2(a) or 5.2(b) hereof.", "references": ["Duties", "Solvency", "Subsidiaries", "Sales", "Terminations", "Consents", "Survival", "Integration", "Financial Statements", "Terms", "Capitalization", "Miscellaneous", "Submission To Jurisdiction", "Construction", "Use Of Proceeds", "Remedies", "Organizations", "Compliance With Laws", "Transactions With Affiliates", "Adjustments", "Waivers", "Change In Control", "Non-Disparagement", "Disability", "Erisa", "Defined Terms", "Sanctions", "Publicity", "Participations", "Death", "Amendments"], "gold": ["Amendments"]}
+{"input": "If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, such term, provision, covenant or restriction will be deemed to be modified to the extent necessary to render it valid, effective and enforceable, and the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated.", "references": ["Assignments", "Applicable Laws", "Brokers", "Powers", "Disability", "Warranties", "Vesting", "No Conflicts", "Counterparts", "Specific Performance", "Authority", "Indemnity", "Liens", "Submission To Jurisdiction", "Subsidiaries", "Benefits", "Enforcements", "Jurisdictions", "Modifications", "Capitalization", "Further Assurances", "Change In Control", "Waiver Of Jury Trials", "Confidentiality", "Interpretations", "Records", "Defined Terms", "Existence", "Sales", "Positions", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement, the rights and obligations of the Parties under it, and any claims or disputes relating thereto will be governed by and construed in accordance with the laws of the State of New York (without regard to its choice of law provisions), other than rights and obligations (and related claims and disputes) under Section 8 (Indemnification), which will be governed by Maryland law.", "references": ["Disclosures", "Transactions With Affiliates", "Releases", "Approvals", "Brokers", "Positions", "Subsidiaries", "Venues", "Employment", "Organizations", "Warranties", "Use Of Proceeds", "Sales", "No Conflicts", "Effective Dates", "Survival", "Modifications", "Authority", "Jurisdictions", "Capitalization", "Successors", "Compliance With Laws", "Indemnity", "Entire Agreements", "No Defaults", "Amendments", "Further Assurances", "Disability", "Forfeitures", "Vesting", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The provisions of Sections 10.04 (Costs and Expenses); 10.07 (No Fiduciary Duty); 10.10 (Confidentiality); 10.13 (Counterparts); 10.17 (Governing Law and Jurisdiction); and 10.18 (Waiver of Jury Trial) of the Credit Agreement shall apply with like effect to this Amendment.", "references": ["Closings", "Brokers", "Notices", "Representations", "Subsidiaries", "Compliance With Laws", "Releases", "Modifications", "Adjustments", "Withholdings", "Remedies", "Cooperation", "Participations", "General", "Financial Statements", "Indemnifications", "Disability", "No Conflicts", "Anti-Corruption Laws", "Insurances", "Titles", "Positions", "Intellectual Property", "Base Salary", "Organizations", "Agreements", "Terms", "Specific Performance", "Benefits", "Confidentiality", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Except as set forth on Schedule 2.8 , the Company knows of no pending or threatened legal or governmental proceedings against the Company or any Subsidiary which could materially adversely affect the business, property, financial condition or operations of the Company and its Subsidiaries, taken as a whole, or which materially and adversely questions the validity of this Agreement or the other Transaction Documents or the right of the Company to enter into this Agreement and the other Transaction Documents, or to perform its obligations hereunder and thereunder. Neither the Company nor any Subsidiary is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which could materially adversely affect the business, property, financial condition or operations of the Company and its Subsidiaries taken as a whole. There is no action, suit, proceeding or investigation by the Company or any Subsidiary currently pending in any court or before any arbitrator or that the Company or any Subsidiary intends to initiate. Neither the Company nor any Subsidiary, nor any director or officer thereof, is, or since December 31, 2017 has been, the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company\u2019s knowledge, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company.", "references": ["Costs", "No Waivers", "General", "Vacations", "Existence", "Counterparts", "Arbitration", "Expenses", "Non-Disparagement", "Agreements", "Notices", "Solvency", "Enforceability", "Financial Statements", "Employment", "Definitions", "Change In Control", "Use Of Proceeds", "Vesting", "Positions", "Powers", "Publicity", "Death", "Terms", "Entire Agreements", "Interests", "Effectiveness", "Enforcements", "Applicable Laws", "Interpretations", "Litigations"], "gold": ["Litigations"]}
+{"input": "Neither this Agreement nor any provision hereof may be changed or modified except by an agreement in writing executed by the Recipient and the Company; provided, however, that any change or modification that does not adversely affect the rights hereunder of the Recipient, as they may exist immediately prior to the effective date of such change or modification, may be adopted by the Committee without an agreement in writing executed by the Recipient, and the Committee shall give the Recipient written notice of such change or modification reasonably promptly following the adoption of such change or modification.", "references": ["Jurisdictions", "Interests", "Integration", "Entire Agreements", "No Conflicts", "Subsidiaries", "Agreements", "Change In Control", "Confidentiality", "Headings", "Notices", "Tax Withholdings", "Successors", "Qualifications", "Remedies", "Governing Laws", "Warranties", "Existence", "Representations", "Payments", "Specific Performance", "Further Assurances", "Waivers", "Liens", "General", "Indemnifications", "Records", "Releases", "Terminations", "Expenses", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each First Priority Agent and each Second Priority Agent may demand specific performance of this Agreement. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, and each First Priority Agent, on behalf of itself and each applicable First Priority Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at Law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by the First Priority Agent or the Second Priority Agent, as the case may be.", "references": ["Cooperation", "Titles", "Waiver Of Jury Trials", "Waivers", "Subsidiaries", "Arbitration", "Venues", "Terms", "Employment", "Headings", "Sanctions", "Successors", "Definitions", "Severability", "Sales", "Agreements", "Non-Disparagement", "Applicable Laws", "Confidentiality", "No Conflicts", "Consent To Jurisdiction", "Interests", "Powers", "Notices", "Tax Withholdings", "Liens", "Defined Terms", "Existence", "Releases", "Vacations", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "No modification or amendment of this Agreement shall be binding unless in writing and signed by the party sought to be bound.", "references": ["Employment", "Powers", "Non-Disparagement", "Books", "Warranties", "Subsidiaries", "Agreements", "Enforcements", "Transactions With Affiliates", "Publicity", "Miscellaneous", "Benefits", "Insurances", "Qualifications", "Disability", "Erisa", "No Conflicts", "Tax Withholdings", "Enforceability", "Waiver Of Jury Trials", "Payments", "Modifications", "Notices", "Assigns", "Financial Statements", "Records", "Definitions", "Participations", "Cooperation", "Death", "Amendments"], "gold": ["Amendments"]}
+{"input": "All the terms and provisions of this Note shall be binding upon and inure to the benefit of and be enforceable by the parties hereto, and their respective successors and permitted assigns.", "references": ["Positions", "Approvals", "Interpretations", "Employment", "Sales", "Assignments", "Use Of Proceeds", "Agreements", "Entire Agreements", "Venues", "Withholdings", "Arbitration", "Litigations", "Qualifications", "Binding Effects", "Existence", "Change In Control", "Defined Terms", "Enforcements", "Liens", "Solvency", "Interests", "Modifications", "Survival", "Miscellaneous", "Sanctions", "Duties", "Construction", "Expenses", "Headings", "Benefits"], "gold": ["Benefits"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF LAW OTHER THAN LAW OF THE STATE OF NEW YORK. EXCEPT AS SPECIFICALLY PROVIDED IN THE DEFINITION OF \u201cCONSUMER PRICE INDEX,\u201d EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.", "references": ["Sales", "Consent To Jurisdiction", "Headings", "Releases", "Brokers", "Definitions", "Amendments", "Participations", "Closings", "Jurisdictions", "Consents", "Binding Effects", "Construction", "Erisa", "Expenses", "Arbitration", "Organizations", "Vesting", "Assignments", "Positions", "General", "Terms", "Entire Agreements", "Approvals", "Counterparts", "Effective Dates", "Change In Control", "Indemnity", "Transactions With Affiliates", "Assigns", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The closing of the purchase and sale of the Selling Stock (the \u201cClosing\u201d) will take place remotely via the exchange of documents and signatures on the date of this Agreement, or at such other time and place as the parties agree upon in writing (the \u201cClosing Date\u201d).", "references": ["Confidentiality", "Representations", "Successors", "Tax Withholdings", "Intellectual Property", "Enforceability", "Benefits", "Governing Laws", "Applicable Laws", "Indemnity", "Erisa", "Warranties", "Subsidiaries", "Definitions", "Titles", "Taxes", "Consent To Jurisdiction", "Capitalization", "Employment", "Further Assurances", "Disability", "Integration", "Releases", "Binding Effects", "Headings", "Publicity", "Miscellaneous", "Indemnifications", "Qualifications", "Organizations", "Closings"], "gold": ["Closings"]}
+{"input": "Fr om and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.", "references": ["Titles", "Disability", "Effective Dates", "Books", "Disclosures", "Fees", "Solvency", "Qualifications", "Consents", "Applicable Laws", "Powers", "Specific Performance", "Authorizations", "Adjustments", "Records", "Construction", "Expenses", "No Waivers", "Arbitration", "Duties", "Miscellaneous", "Anti-Corruption Laws", "Effectiveness", "Authority", "Agreements", "Benefits", "Non-Disparagement", "Litigations", "Publicity", "Capitalization", "Payments"], "gold": ["Payments"]}
+{"input": "The Executive hereby acknowledges and agrees that his separation from service with the Company Group and his resignation from any and all titles, positions, and appointments the Executive holds with the Company or any member of the Company Group, whether as an officer, director, employee, consultant, trustee, committee member, agent or otherwise, will become effective as of the close of business on November 30, 2018 (the \u201c Anticipated Date of Retirement \u201d); provided, that such separation from service shall occur earlier upon the Executive\u2019s death, a termination due to his Disability (as defined in the Employment Agreement), a termination by mutual agreement of the ADT Board and the Executive, or a termination by the Company for Cause (as defined in the Employment Agreement) (in any case, an \u201c Early Retirement ,\u201d and the Executive\u2019s ultimate date of such separation from service, the \u201c Retirement Date \u201d); provided, further that following the Retirement Date other than following an Early Retirement due to death, Disability, or a termination by the Company for Cause, the Executive shall remain a member of the ADT Board as contemplated by Section 2.B.2 below. Except as otherwise expressly set forth herein, effective as of the Retirement Date, the Executive shall have no authority to act on behalf of any member of the Company Group and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company Group, commit any member of the Company Group in any manner, or otherwise act in an executive or other decision-making capacity with respect to any member of the Company Group. The Executive agrees to promptly execute such documents as the Company, in its sole discretion, shall reasonably deem necessary to effect such resignations. The Retirement Date shall be the termination date of the Executive\u2019s employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company, except as otherwise provided herein. The terms and conditions set forth herein shall exclusively govern the Executive\u2019s continued employment with the Company from and after the date of this Agreement. For the avoidance of doubt, the Retirement Date will be the last day of the term of the Employment Agreement, and such separation from service will be deemed a voluntary resignation from employment without Good Reason (as defined in the Employment Agreement).", "references": ["Waiver Of Jury Trials", "Benefits", "Assigns", "Litigations", "Cooperation", "Severability", "Subsidiaries", "Base Salary", "Solvency", "Approvals", "Existence", "Capitalization", "Definitions", "Notices", "Insurances", "Enforcements", "No Conflicts", "Specific Performance", "Interpretations", "Terminations", "Interests", "Effectiveness", "Compliance With Laws", "Successors", "Forfeitures", "Disclosures", "Sales", "Further Assurances", "Costs", "Venues", "General"], "gold": ["General"]}
+{"input": "To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount and FILO Commitment Amount, as applicable, constitutes of the total aggregate Revolving Commitment Amounts and FILO Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided , that , Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent\u2019s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).", "references": ["Applicable Laws", "Enforceability", "Powers", "Subsidiaries", "Authorizations", "Submission To Jurisdiction", "Non-Disparagement", "Indemnity", "Use Of Proceeds", "Tax Withholdings", "Solvency", "Enforcements", "Withholdings", "Warranties", "Terminations", "Adjustments", "Survival", "Vacations", "Vesting", "Headings", "Notices", "Erisa", "Forfeitures", "Further Assurances", "Waivers", "Qualifications", "Disclosures", "Existence", "Anti-Corruption Laws", "Brokers", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Upon the terms and subject to the conditions of this Agreement, the Company hereby employs the Executive for a term beginning on February\u00a020, 2018 (the \u201cEffective Date\u201d) and continuing for a period of 36 months (together with any renewal period described in Section\u00a01(b), the \u201cTerm\u201d). The Term may be terminated as set forth in Section\u00a04 of this Agreement.", "references": ["Titles", "Costs", "Miscellaneous", "Organizations", "Successors", "Further Assurances", "Submission To Jurisdiction", "Litigations", "Vesting", "Powers", "Sales", "Governing Laws", "No Waivers", "Tax Withholdings", "Approvals", "Use Of Proceeds", "Brokers", "Assigns", "Venues", "Cooperation", "Notices", "Disclosures", "Applicable Laws", "Publicity", "Financial Statements", "Payments", "Severability", "Integration", "Warranties", "Qualifications", "Terms"], "gold": ["Terms"]}
+{"input": "The 2018-A Lease was fully and properly executed by the parties thereto and such 2018-A Lease represents the legal, valid and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors\u2019 rights in general or principles of equity (whether considered in a suit at law or in equity).", "references": ["Taxes", "Sales", "Consent To Jurisdiction", "Entire Agreements", "Positions", "Litigations", "Successors", "Base Salary", "Construction", "Forfeitures", "Sanctions", "Records", "Death", "Severability", "Terminations", "Costs", "Modifications", "Applicable Laws", "Effectiveness", "Amendments", "Use Of Proceeds", "Fees", "Definitions", "Capitalization", "Financial Statements", "Enforcements", "Venues", "Further Assurances", "Defined Terms", "No Waivers", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.", "references": ["Employment", "Amendments", "Insurances", "Taxes", "Closings", "Base Salary", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Definitions", "No Waivers", "Organizations", "Venues", "Tax Withholdings", "Enforceability", "Benefits", "Solvency", "Adjustments", "Assignments", "Capitalization", "Financial Statements", "Authorizations", "Publicity", "Waivers", "Vacations", "Payments", "Expenses", "Approvals", "Assigns", "Consent To Jurisdiction", "Duties", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement supersedes and replaces any prior employment agreement or similar oral or written agreements or understandings between Executive and the Company or any of its affiliated companies in respect of the matters addressed hereby.", "references": ["Consent To Jurisdiction", "Applicable Laws", "Approvals", "Costs", "Amendments", "Jurisdictions", "Defined Terms", "Confidentiality", "Powers", "Notices", "Participations", "Litigations", "Waivers", "Remedies", "Miscellaneous", "Use Of Proceeds", "Erisa", "Insurances", "Terms", "Forfeitures", "Organizations", "Enforceability", "Records", "Books", "Definitions", "Arbitration", "Binding Effects", "Authorizations", "Vesting", "Releases", "Integration"], "gold": ["Integration"]}
+{"input": "Tenant and Landlord each represent and warrant to the other that neither has had any dealings or entered into any agreements with any person, entity, broker or finder in connection with the negotiation of this Third Amendment except CBRE,\u00a0Inc., and no other broker, person, or entity is entitled to any commission or finder\u2019s fee in connection with the negotiation of this Third Amendment, and Tenant and Landlord each agree to indemnify, defend and hold the other harmless from and against any claims, damages, costs, expenses, attorneys\u2019 fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings, actions or agreements of the indemnifying party.", "references": ["General", "Interpretations", "Compliance With Laws", "Intellectual Property", "Approvals", "Confidentiality", "Consent To Jurisdiction", "Use Of Proceeds", "Benefits", "Costs", "Applicable Laws", "Modifications", "Arbitration", "Existence", "Participations", "Binding Effects", "Effective Dates", "Erisa", "Venues", "Titles", "Assignments", "Jurisdictions", "Subsidiaries", "Headings", "Indemnifications", "Litigations", "Notices", "Waivers", "Integration", "Forfeitures", "Brokers"], "gold": ["Brokers"]}
+{"input": "To the best of its knowledge, CAPC has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.", "references": ["Base Salary", "Defined Terms", "Approvals", "Applicable Laws", "Notices", "Effective Dates", "Financial Statements", "Forfeitures", "Binding Effects", "Sales", "Consent To Jurisdiction", "Employment", "Survival", "Adjustments", "Liens", "No Defaults", "Existence", "Capitalization", "No Waivers", "Releases", "Taxes", "Modifications", "Non-Disparagement", "Payments", "Expenses", "Withholdings", "Tax Withholdings", "Interests", "Titles", "Further Assurances", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Executive agrees that upon Executive's violation or threatened violation of any of the provisions of this Agreement, the Company shall, in addition to any other rights and remedies available to it, at law, in equity, or otherwise, be entitled to specific performance and injunctive relief including, without limitation, an injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation or threatened violation of the provisions of this Agreement and Executive consents to the issuance of such injunction without the necessity of bond or other security in the event of a breach or threatened breach by Executive of this Agreement. Furthermore and notwithstanding anything to the contrary in this Agreement, the Company shall, in addition to any other rights or remedies available to it, at law, in equity, or otherwise, be entitled to reimbursement of court costs, reasonable attorneys' fees, and any other expenses reasonably incurred by it or its affiliates as a result of a breach or threatened breach of this agreement by Executive.", "references": ["Adjustments", "No Waivers", "Publicity", "Disability", "Vesting", "Compliance With Laws", "Qualifications", "Intellectual Property", "Costs", "Waivers", "Survival", "Taxes", "Venues", "Subsidiaries", "Definitions", "General", "Capitalization", "Indemnifications", "Anti-Corruption Laws", "Change In Control", "Headings", "Interpretations", "Insurances", "Withholdings", "Releases", "Consent To Jurisdiction", "Interests", "Warranties", "Further Assurances", "Records", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, such Originator is Solvent.", "references": ["Further Assurances", "No Defaults", "Definitions", "Participations", "Existence", "Liens", "Agreements", "Vacations", "Authorizations", "Governing Laws", "Closings", "Qualifications", "Submission To Jurisdiction", "Publicity", "Effectiveness", "Positions", "Titles", "Waivers", "Jurisdictions", "Assigns", "Erisa", "Insurances", "Effective Dates", "Releases", "Payments", "Subsidiaries", "Vesting", "Use Of Proceeds", "Amendments", "No Conflicts", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of manually executed copies of this Agreement.", "references": ["Waivers", "Non-Disparagement", "Warranties", "Employment", "Books", "Closings", "Consent To Jurisdiction", "Disability", "Enforceability", "Construction", "Further Assurances", "Binding Effects", "Positions", "Costs", "Taxes", "Miscellaneous", "Duties", "Intellectual Property", "Survival", "Titles", "Death", "Indemnity", "Enforcements", "Amendments", "Tax Withholdings", "Severability", "Agreements", "Interpretations", "Existence", "Records", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No delay, omission or failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy hereunder and no acceptance of full or partial payment of Rent by Landlord during the continuance of any default or Event of Default, shall impair any such right or constitute a waiver of any such breach or of any such term. No waiver of any breach shall affect or alter this Master Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach.", "references": ["Sanctions", "Specific Performance", "Effectiveness", "Miscellaneous", "Benefits", "Agreements", "Arbitration", "Authorizations", "Representations", "Indemnity", "Indemnifications", "Definitions", "Vacations", "Interpretations", "Applicable Laws", "Tax Withholdings", "Forfeitures", "Liens", "Publicity", "Financial Statements", "No Defaults", "Submission To Jurisdiction", "Enforcements", "Change In Control", "Adjustments", "Amendments", "Records", "Notices", "Existence", "Participations", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company\u2019s or any Subsidiary\u2019s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.", "references": ["Integration", "Confidentiality", "Death", "Books", "Enforcements", "Specific Performance", "Positions", "Applicable Laws", "Brokers", "Severability", "Disability", "Notices", "Survival", "Amendments", "Employment", "Forfeitures", "Waiver Of Jury Trials", "Authority", "Anti-Corruption Laws", "Governing Laws", "Jurisdictions", "Insurances", "Erisa", "Participations", "Interests", "General", "No Defaults", "Duties", "Existence", "Modifications", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (i)\u00a0the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (ii)\u00a0the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Representations", "Successors", "Positions", "Disability", "Integration", "Interests", "Expenses", "Fees", "Modifications", "Use Of Proceeds", "Anti-Corruption Laws", "Waivers", "Authority", "Definitions", "Binding Effects", "Jurisdictions", "Organizations", "Venues", "Arbitration", "Duties", "Vacations", "Effectiveness", "No Waivers", "General", "Enforcements", "Qualifications", "Terms", "Warranties", "Books", "No Conflicts", "Severability"], "gold": ["Severability"]}
+{"input": "This Amendment shall not be binding upon or enforceable against either Landlord or Tenant unless, and until, Landlord and Tenant, each in its sole discretion, shall have executed and unconditionally delivered to the other an executed counterpart of this Amendment.", "references": ["Benefits", "Records", "Enforcements", "Litigations", "Fees", "Severability", "Duties", "Liens", "Approvals", "Taxes", "Representations", "Existence", "Powers", "Entire Agreements", "Effective Dates", "Expenses", "Modifications", "Specific Performance", "Titles", "Counterparts", "Submission To Jurisdiction", "Releases", "Binding Effects", "Definitions", "Assignments", "Interests", "Authorizations", "Solvency", "Compliance With Laws", "No Defaults", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Each Plan is in compliance with, and has been administered in compliance with, all applicable provisions of ERISA, the Code and any other applicable federal or state law, except where the failure to so comply would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, and no event or condition has occurred and is continuing as to which the Borrower is under an obligation to furnish a report to the Administrative Agent and the Lenders under Section\u00a05.01(e) and which would reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect.", "references": ["Disclosures", "Assignments", "Costs", "Compliance With Laws", "Vacations", "Consents", "Enforceability", "Assigns", "Change In Control", "Base Salary", "Amendments", "Qualifications", "Submission To Jurisdiction", "Sales", "Adjustments", "Survival", "Disability", "No Waivers", "Records", "Subsidiaries", "Approvals", "Benefits", "Construction", "Participations", "Governing Laws", "Payments", "Taxes", "Entire Agreements", "Expenses", "Vesting", "Erisa"], "gold": ["Erisa"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.6 .", "references": ["Solvency", "Vesting", "Disability", "Releases", "Death", "Effective Dates", "Integration", "Taxes", "Enforcements", "No Defaults", "Indemnifications", "Fees", "Miscellaneous", "Insurances", "Expenses", "Organizations", "Further Assurances", "Anti-Corruption Laws", "Compliance With Laws", "Brokers", "Construction", "Use Of Proceeds", "Severability", "General", "Authorizations", "Confidentiality", "Subsidiaries", "Intellectual Property", "Indemnity", "Authority", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Borrower is borrowing the Loan for its own use and not as an agent for any third party and for only lawful purposes.", "references": ["Subsidiaries", "Vesting", "Enforcements", "Confidentiality", "Positions", "Sanctions", "Titles", "Submission To Jurisdiction", "Vacations", "General", "Financial Statements", "Intellectual Property", "Enforceability", "Books", "Organizations", "Anti-Corruption Laws", "Releases", "Severability", "Participations", "Benefits", "Non-Disparagement", "Erisa", "Payments", "Solvency", "Compliance With Laws", "Fees", "Further Assurances", "Authorizations", "Powers", "Base Salary", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Nexstar and Mission are party to certain Agreements for the Sale of Commercial Time for the Mission Stations.\u00a0\u00a0Such agreements govern the terms of Nexstar\u2019s sales of commercial time on Mission\u2019s Stations.", "references": ["Agreements", "Representations", "Interests", "Remedies", "Enforcements", "Releases", "Tax Withholdings", "Applicable Laws", "Expenses", "Definitions", "Submission To Jurisdiction", "Qualifications", "General", "Closings", "No Waivers", "Enforceability", "Survival", "Costs", "Financial Statements", "Disclosures", "Miscellaneous", "Existence", "Titles", "Anti-Corruption Laws", "Consent To Jurisdiction", "Assigns", "Books", "Powers", "Litigations", "Publicity", "Sales"], "gold": ["Sales"]}
+{"input": "Neither this Agreement nor any term hereof may be orally changed, waived, discharged, or terminated, and may be amended only by a written agreement between the parties hereto.", "references": ["Applicable Laws", "Taxes", "Defined Terms", "Assignments", "Survival", "Effectiveness", "Modifications", "Approvals", "No Defaults", "Organizations", "Vesting", "Consent To Jurisdiction", "Cooperation", "Liens", "Expenses", "Confidentiality", "Insurances", "Miscellaneous", "Costs", "Agreements", "Waiver Of Jury Trials", "No Waivers", "Jurisdictions", "Successors", "Publicity", "Sanctions", "Venues", "Subsidiaries", "Anti-Corruption Laws", "Warranties", "Amendments"], "gold": ["Amendments"]}
+{"input": "Without limiting the Loan Parties\u2019 obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.\u00a0 The Administrative Agent shall not be required to provide invoices to the Borrower at the end of each two-week period, as required under the Tenth Amendment.", "references": ["Disability", "Venues", "Interpretations", "Subsidiaries", "No Waivers", "Applicable Laws", "Anti-Corruption Laws", "Terms", "Insurances", "Vesting", "Organizations", "Authority", "Further Assurances", "Capitalization", "Consent To Jurisdiction", "No Conflicts", "Tax Withholdings", "Brokers", "Payments", "Severability", "Entire Agreements", "Positions", "Governing Laws", "Base Salary", "Construction", "Litigations", "Interests", "Death", "Titles", "Cooperation", "Expenses"], "gold": ["Expenses"]}
+{"input": "During Executive\u2019s employment, the Company shall maintain directors\u2019 and officers\u2019 liability insurance that is applicable to Executive and shall indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive\u2019s performance prior to or after the Commencement Date (and within the scope of his employment) as an officer, director or employee of the Company or any of its subsidiaries or other affiliates or predecessors or in any other capacity, including any fiduciary capacity, in which Executive serves at the Company\u2019s request, in each case to the maximum extent permitted by applicable corporate law and, to the extent more favorable, to the maximum extent permitted under the Company\u2019s Certificate of Incorporation and By-Laws.\u00a0 On the Commencement Date, the Company shall execute and deliver to Executive an Indemnification Agreement, in the form adopted by the Board, pursuant to which the Company agrees to indemnify Executive and advance defense costs and expenses. The rights under this Section\u00a019 shall in all cases be on terms no less favorable to Executive than to other senior executives of the Company and shall survive the termination of employment until the expiration of the applicable statute of limitations.", "references": ["Assignments", "Existence", "Representations", "Interpretations", "Change In Control", "Severability", "Terminations", "Warranties", "Payments", "Assigns", "Qualifications", "Adjustments", "Powers", "Successors", "Vacations", "Arbitration", "Construction", "Miscellaneous", "Withholdings", "Financial Statements", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Duties", "Non-Disparagement", "Liens", "Publicity", "Death", "Consent To Jurisdiction", "Integration", "Fees", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Not later than thirty (30) days before the time when Licensee, any Subsidiary, or any Licensee sublicensee shall, on a commercial basis, make, use, or sell any Licensed Products or any products furnished to Licensee by Tufts at any time (before, on or after the Effective Date) in connection herewith or in co nnection with the Research Agreement, and at all times thereafter until the expiration of all applicable statutes of limitation pertaining to any such manufacture, marketing, possession, use, sale or other disposition of any Licensed Products or the afores aid products furnished by Tufts (whether same occurs or exists during or after the existence of the License or during or after the License Period), Licensee will at Licensee's expense, obtain and maintain in full force and effect, comprehensive general lia bility insurance, including product liability insurance, protecting Tufts against all claims, suits, obligations, liabilities, and damages, based upon or arising out of actual or alleged bodily injury, personal injury, death, or any other damage to or loss of persons or property, caused by any such manufacture, marketing, possession, use, sale, or other disposition. Such insurance policy or policies shall be issued by companies rated by A. M. Best as A VIII or better (or other companies acceptable to Tufts) , shall name Tufts as an additional named insured, shall have limits of at least one million dollars ($1,000,000) per occurrence with an aggregate of three million dollars ($3,000,000), shall be non-cancelable except upon thirty (30) days prior written not ice to Tufts, and shall provide that as to any loss covered thereby and also by any policies obtained by Tufts itself, Licensee's policies shall provide primary coverage for Tufts and Tufts' policies shall be considered excess coverage for Tufts.", "references": ["Enforcements", "Enforceability", "Closings", "Warranties", "Change In Control", "Publicity", "No Defaults", "Entire Agreements", "Cooperation", "Withholdings", "Authorizations", "Construction", "Waiver Of Jury Trials", "Severability", "Sales", "Powers", "Representations", "Erisa", "Fees", "Duties", "Authority", "Costs", "Positions", "Definitions", "Interpretations", "Liens", "Vacations", "Disclosures", "Taxes", "Payments", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement constitutes the entire agreement and understanding between the parties hereto in reference to all the matters herein agreed upon. With the exception of the Company\u2019s Bylaws, Certificate of Incorporation and applicable law, this Agreement replaces in full all prior indemnification agreements or understandings between the Company, including any of its subsidiaries, and the Indemnitee, and any all such prior agreements or understandings are hereby rescinded by mutual agreement.", "references": ["Indemnity", "Enforceability", "Venues", "Expenses", "Payments", "Authority", "Waiver Of Jury Trials", "General", "Tax Withholdings", "Compliance With Laws", "Sales", "Vacations", "Assigns", "Remedies", "Books", "Duties", "Forfeitures", "Fees", "Consents", "Representations", "Construction", "Waivers", "Amendments", "Intellectual Property", "Applicable Laws", "Interests", "Binding Effects", "Headings", "Survival", "Modifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "None of the provisions of this Section 16 shall be construed to limit any Party\u2019s right to seek specific performance ( Polish: z\u0142o\u017cenie oznaczonego o\u015bwiadczenia woli ) of this Agreement.", "references": ["Interests", "Remedies", "Forfeitures", "Agreements", "No Defaults", "Approvals", "Powers", "Modifications", "Severability", "Indemnifications", "Records", "Organizations", "Assigns", "Taxes", "Subsidiaries", "Assignments", "Binding Effects", "Enforceability", "Further Assurances", "Employment", "Anti-Corruption Laws", "Confidentiality", "Entire Agreements", "Waivers", "Sales", "Participations", "Death", "Fees", "Transactions With Affiliates", "Representations", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The Executive agrees that, after the end of his employment, he will refrain from making, in writing or orally, any unfavorable comments about the Company, its operations, policies, or procedures that would be likely to injure the Company\u2019s reputation or business prospects; provided, however, that nothing herein shall preclude the Executive from responding truthfully to a lawful subpoena or other compulsory legal process or from providing truthful information otherwise required by law.", "references": ["Financial Statements", "Modifications", "Specific Performance", "Confidentiality", "Taxes", "Applicable Laws", "Waivers", "Intellectual Property", "Consents", "Capitalization", "Submission To Jurisdiction", "Indemnity", "Notices", "Solvency", "Sanctions", "Defined Terms", "General", "Tax Withholdings", "Positions", "Closings", "No Defaults", "Binding Effects", "Releases", "Books", "Payments", "Qualifications", "Benefits", "Employment", "Compliance With Laws", "Insurances", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Pursuant to Section 11 of the Warrant, the parties hereto hereby amend the Warrant, as of the date hereof, by deleting Sections 11 (b) through 11 (e).", "references": ["Indemnifications", "Agreements", "Interests", "Authorizations", "Miscellaneous", "Enforcements", "Modifications", "Base Salary", "Liens", "Forfeitures", "Headings", "Waivers", "Entire Agreements", "Subsidiaries", "Books", "Vacations", "Solvency", "Transactions With Affiliates", "Brokers", "Integration", "Jurisdictions", "Tax Withholdings", "Death", "Interpretations", "Non-Disparagement", "Publicity", "Waiver Of Jury Trials", "Sanctions", "Benefits", "Vesting", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company may at any time terminate the Plan by action of the Board. Upon termination, no further allocations shall be made to Accounts, but Accounts shall continue to be credited with earnings and shall be paid in accordance with the provisions of the Plan; provided, however, that upon termination, the Company may, but shall not be obligated to, amend the Plan to provide that the Accounts of some or all Participants shall be fully vested and paid to such Participants in a lump sum, which shall fully discharge all obligations owed to such Participants under the Plan; provided that such amendment shall apply to the Post-2004 Accounts only if all such Accounts are fully vested and distributed and the amendment otherwise complies with the requirements of \u00a7409A of the Code. Any Employer may at any time withdraw from the Plan by written notice to the Administrator, in which event the Plan shall be considered terminated with respect to the Participants employed by such Employer (or who were so employed at the time of their termination of employment), and the provisions of this Section 5.2 shall apply to such Participants only.", "references": ["Arbitration", "Powers", "Tax Withholdings", "Further Assurances", "Counterparts", "Enforcements", "Notices", "Qualifications", "Anti-Corruption Laws", "No Defaults", "Vesting", "Modifications", "Duties", "Consent To Jurisdiction", "Effective Dates", "Sales", "General", "Organizations", "Miscellaneous", "No Waivers", "Governing Laws", "Binding Effects", "Records", "Headings", "Subsidiaries", "Positions", "Releases", "Vacations", "Existence", "Use Of Proceeds", "Terminations"], "gold": ["Terminations"]}
+{"input": "During the term of this Agreement, the Executive shall serve as Chief Operating Officer, of each of the Company and Parent, with such authority and duties, consistent with this Agreement, as shall from time to time be delegated to him by the board of directors of Parent (the \u201cBoard\u201d).", "references": ["Powers", "Cooperation", "Terms", "Warranties", "Sales", "Defined Terms", "Authorizations", "No Waivers", "Counterparts", "Assigns", "Financial Statements", "Amendments", "Enforcements", "Insurances", "Terminations", "Interests", "Base Salary", "Tax Withholdings", "Construction", "Headings", "Compliance With Laws", "Modifications", "Vesting", "Further Assurances", "Approvals", "Indemnifications", "Effectiveness", "Representations", "Definitions", "Subsidiaries", "Employment"], "gold": ["Employment"]}
+{"input": "The Administrative Agent and the Lenders shall have received all fees and expenses required to be paid or delivered by the Company to them on or prior to the Effective Date, including, without limitation, the fees referred to in subsection 4.3 ; provided that if the Effective Date is not a Business Day then such condition may be satisfied by the Company making arrangements satisfactory to the Administrative Agent for the payment of such fees and expenses on the Initial Funding Date.", "references": ["Qualifications", "Integration", "Enforceability", "Vacations", "Assigns", "Releases", "Modifications", "Warranties", "Definitions", "Construction", "Forfeitures", "Arbitration", "Consent To Jurisdiction", "Tax Withholdings", "Consents", "No Waivers", "Jurisdictions", "Participations", "Counterparts", "Compliance With Laws", "Disability", "Titles", "Further Assurances", "Powers", "Duties", "Capitalization", "Transactions With Affiliates", "Financial Statements", "Taxes", "Headings", "Fees"], "gold": ["Fees"]}
+{"input": "The foregoing is the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning the subject matter, including the Original Agreement and the 2016 Agreement. This Agreement may not be amended, supplemented, cancelled or discharged except by written instrument executed by the parties hereto.", "references": ["Submission To Jurisdiction", "Forfeitures", "Death", "Defined Terms", "Base Salary", "Fees", "Modifications", "Effectiveness", "Terms", "Adjustments", "Publicity", "Compliance With Laws", "Headings", "Waivers", "Participations", "Definitions", "Books", "Subsidiaries", "Assigns", "Miscellaneous", "Brokers", "Vacations", "Terminations", "Releases", "Integration", "Construction", "Change In Control", "Notices", "Entire Agreements", "Sales", "Amendments"], "gold": ["Amendments"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as contained in Schedule 3.1(g) , no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as contained in Schedule 3.1(g) and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as contained in Schedule 3.1(g) , the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as contained in Schedule 3.1(g) , there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["No Waivers", "Powers", "Governing Laws", "Qualifications", "Specific Performance", "Amendments", "Base Salary", "Books", "Interpretations", "Assigns", "Organizations", "Positions", "Records", "Effective Dates", "Releases", "Authority", "Compliance With Laws", "Publicity", "Successors", "Non-Disparagement", "Payments", "Agreements", "Remedies", "Financial Statements", "Anti-Corruption Laws", "Participations", "Consents", "Binding Effects", "Construction", "Integration", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Eleventh Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Eleventh Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Vacations", "Financial Statements", "Records", "Powers", "Sanctions", "Brokers", "Intellectual Property", "Effective Dates", "Venues", "Waiver Of Jury Trials", "No Waivers", "Survival", "Enforceability", "Binding Effects", "Submission To Jurisdiction", "Liens", "Indemnifications", "Cooperation", "Adjustments", "Governing Laws", "Approvals", "Withholdings", "Notices", "Insurances", "Modifications", "Sales", "Defined Terms", "No Defaults", "Releases", "Participations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(i) Comply in all respects with all applicable Requirements of Law, such compliance to include compliance with ERISA and Environmental Laws (which compliance includes taking any required actions with respect to the release or threatened release of Hazardous Materials), except for such non-compliance as would not reasonably be expected to have a Material Adverse Effect, and (ii) comply in all material respects with the Bankruptcy Code and any order of the Bankruptcy Court.", "references": ["Withholdings", "Arbitration", "Agreements", "Liens", "Positions", "No Defaults", "Solvency", "Sanctions", "Waiver Of Jury Trials", "Powers", "Headings", "Qualifications", "Construction", "Binding Effects", "Waivers", "Amendments", "Organizations", "Definitions", "Base Salary", "Successors", "Forfeitures", "Remedies", "Confidentiality", "Adjustments", "Tax Withholdings", "Closings", "Fees", "Warranties", "Participations", "Specific Performance", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement, the Credit Agreement and the other Loan Documents represent the entire agreement among the parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any of the parties relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.", "references": ["Use Of Proceeds", "Effective Dates", "Indemnifications", "Expenses", "Anti-Corruption Laws", "Further Assurances", "Withholdings", "Consents", "Specific Performance", "Disclosures", "Integration", "Agreements", "Disability", "Terms", "Survival", "Venues", "Litigations", "Confidentiality", "Intellectual Property", "Sales", "Employment", "Applicable Laws", "Effectiveness", "Books", "Titles", "Terminations", "Indemnity", "Participations", "Counterparts", "Taxes", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The proceeds of the Loans will be used to pay the Transaction Costs and for general corporate purposes, including, without limitation, the repayment, prepayment or paydown of other Indebtedness. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.", "references": ["Positions", "Organizations", "Successors", "Disclosures", "Venues", "Survival", "Specific Performance", "Representations", "Defined Terms", "Effective Dates", "Payments", "Benefits", "Arbitration", "Headings", "Existence", "No Conflicts", "Entire Agreements", "Terms", "Subsidiaries", "Participations", "Titles", "Erisa", "Warranties", "Definitions", "Vacations", "Base Salary", "Costs", "Waiver Of Jury Trials", "Insurances", "Withholdings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Agent or any other Credit Party may be rescinded by the Agent or such other Credit Party and any of the Obligations continued, and any of the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent or any other Credit Party, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent (or the Required Lenders or all Lenders, as the case may be) or any other Credit Party, if applicable, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Agent or any other Credit Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any other Credit Party shall have any obligation to any Loan Party or other Person, to protect, secure, perfect or insure any Lien at any time held by it as security for any of the Obligations or for the guarantee contained in this Article X or any property subject thereto.", "references": ["Base Salary", "Forfeitures", "Solvency", "Consent To Jurisdiction", "Positions", "Authorizations", "Vesting", "Costs", "Severability", "Effectiveness", "Withholdings", "Publicity", "Arbitration", "Effective Dates", "Liens", "Miscellaneous", "Successors", "Adjustments", "Headings", "Insurances", "Jurisdictions", "Sanctions", "Counterparts", "Capitalization", "Anti-Corruption Laws", "Representations", "Enforceability", "Organizations", "Financial Statements", "Participations", "Amendments"], "gold": ["Amendments"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase that number of Units specified below such Purchaser\u2019s name on the signature pages of this Agreement and next to the heading \u201cUnits.\u201d On the Closing Date, each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to its Subscription Amount as set forth on the signature page hereto executed by each Purchaser and the Company shall deliver to each Purchaser such number of Units equal to such Purchaser\u2019s Subscription Amount divided by the Per Unit Purchase Price, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.", "references": ["Further Assurances", "Anti-Corruption Laws", "Construction", "Titles", "Defined Terms", "Costs", "No Defaults", "Payments", "Brokers", "Enforceability", "Governing Laws", "Capitalization", "Change In Control", "No Conflicts", "Definitions", "Death", "General", "Remedies", "Sales", "Tax Withholdings", "Taxes", "Representations", "Vesting", "Erisa", "Books", "Arbitration", "Survival", "Effective Dates", "Enforcements", "Severability", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement may be executed in one or more counterparts (including facsimile counterparts), each of which shall constitute an original.", "references": ["No Conflicts", "Withholdings", "Terms", "Applicable Laws", "Death", "Indemnifications", "No Waivers", "Compliance With Laws", "Jurisdictions", "Benefits", "Integration", "Amendments", "Vesting", "Notices", "Litigations", "Specific Performance", "Duties", "Approvals", "Books", "Agreements", "Consents", "Governing Laws", "Warranties", "Sales", "Construction", "Powers", "Disability", "Effectiveness", "Definitions", "Adjustments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement constitutes the entire agreement between the Parties and the Escrow Agent hereto and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and the Escrow Agent relating to the Escrow Fund. There are no warranties, representations and other agreements made by the Parties and the Escrow Agent in connection with the subject matter hereof except as specifically set forth in this Agreement.", "references": ["Intellectual Property", "Vesting", "Warranties", "Amendments", "Cooperation", "Further Assurances", "Representations", "Survival", "Terminations", "Expenses", "Duties", "Approvals", "Erisa", "Compliance With Laws", "Integration", "Consents", "Taxes", "Assigns", "Indemnifications", "Enforcements", "Governing Laws", "Anti-Corruption Laws", "Miscellaneous", "Closings", "Titles", "Agreements", "Construction", "Financial Statements", "General", "Transactions With Affiliates", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "AND DISABILITY .\u00a0 Payment to a Participant who is entitled to benefits under Section 11.2 or Section 11.4 normally shall commence not later than the date on which the Participant shall attain his Normal Retirement Date.\u00a0 As a general rule, the Benefits Department will begin distributions pursuant to Section 11.2 or Section 11.4 as soon as possible after the year-end Accounting Date next following the Participant's termination of employment or discontinuance of active employment due to Disability.\u00a0 At the request of the Participant, his ESOP Account may be distributed as soon as possible following the Participant's Termination Date or discontinuance of active employment due to Disability.\u00a0 If the total amount distributable to the Participant from all of his accounts at the time of any distribution under this ARTICLE ELEVEN exceeds One Thousand Dollars ($1,000.00), no distribution shall be made unless the Participant requests said distribution in writing.\u00a0 For purposes of this rule, if the total amount distributable to the Participant from all his accounts at the time of any distribution\u00a0 exceeds One Thousand Dollars ($1,000.00), then the amount in the Participant's account at all times thereafter will be deemed to exceed One Thousand Dollars ($1,000.00).", "references": ["Agreements", "Headings", "Records", "Death", "Enforceability", "Consent To Jurisdiction", "Entire Agreements", "Effectiveness", "Employment", "Solvency", "Enforcements", "Expenses", "Costs", "Tax Withholdings", "Construction", "Insurances", "Binding Effects", "Sales", "Adjustments", "Duties", "Fees", "Non-Disparagement", "Waivers", "Severability", "Amendments", "Powers", "General", "Remedies", "Liens", "Vacations", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this Article XI and the Final Maturity Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause\u00a0(c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.", "references": ["Submission To Jurisdiction", "Sanctions", "Capitalization", "Cooperation", "Entire Agreements", "Authorizations", "Miscellaneous", "Titles", "Warranties", "Adjustments", "Litigations", "Severability", "Venues", "Expenses", "Brokers", "Records", "Vesting", "Fees", "Waiver Of Jury Trials", "Defined Terms", "Payments", "Benefits", "Non-Disparagement", "Counterparts", "Financial Statements", "Interpretations", "Consent To Jurisdiction", "Withholdings", "Erisa", "Applicable Laws", "Assignments"], "gold": ["Assignments"]}
+{"input": "The parties agree that each of the provisions included in this Transition Agreement is separate, distinct and severable from the other provisions of this Transition Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Transition Agreement. Further, if any provision of this Transition Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with, and valid and enforceable under, the law or public policy.", "references": ["Definitions", "Consents", "Financial Statements", "Consent To Jurisdiction", "Interests", "Governing Laws", "Tax Withholdings", "Insurances", "Capitalization", "Representations", "Effectiveness", "Vesting", "Headings", "Death", "Specific Performance", "Entire Agreements", "Notices", "Further Assurances", "No Defaults", "Forfeitures", "Adjustments", "Sanctions", "Arbitration", "Indemnifications", "Taxes", "Integration", "Liens", "Powers", "Payments", "Closings", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall terminate upon the earlier to occur of (x)\u00a0the permanent reduction of the Series 2018-1 Class\u00a0A-1 Notes Maximum Principal Amount to zero in accordance with Section \u00a02.05(a) and payment in full of all monetary Obligations in respect of the Series 2018-1 Class\u00a0A-1 Notes, (y)\u00a0the payment in full of all monetary Obligations in respect of the Series 2018-1 Class\u00a0A-1 Notes on or after the Class\u00a0A-1 Notes Renewal Date (as may be extended from time to time) and (z)\u00a0the satisfaction and discharge of the Indenture pursuant to Article Twelve of the Base Indenture.", "references": ["Modifications", "Agreements", "Indemnifications", "Binding Effects", "Effectiveness", "Subsidiaries", "Effective Dates", "Taxes", "Titles", "Powers", "Enforcements", "Interpretations", "Death", "Publicity", "Closings", "Fees", "Applicable Laws", "Severability", "Interests", "Further Assurances", "Sales", "Governing Laws", "Change In Control", "Notices", "Existence", "Insurances", "Construction", "Use Of Proceeds", "Consent To Jurisdiction", "Employment", "Terms"], "gold": ["Terms"]}
+{"input": "This Security Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.", "references": ["Venues", "Authorizations", "Use Of Proceeds", "Solvency", "Brokers", "Indemnifications", "Liens", "Duties", "Notices", "Severability", "Interpretations", "Assigns", "Terms", "Effective Dates", "Counterparts", "Warranties", "No Waivers", "Change In Control", "Forfeitures", "Vacations", "Compliance With Laws", "Disclosures", "Base Salary", "Existence", "Organizations", "Sales", "Effectiveness", "Publicity", "Non-Disparagement", "Jurisdictions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as otherwise provided in this Section 12.2, neither this Agreement nor any interest hereunder shall be assignable by any Party without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that either Party may assign this Agreement to any wholly-owned subsidiary or to any successor by merger or sale of substantially all of its business unit to which this Agreement relates. This Agreement shall be binding upon the successors and permitted assignees of the Parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.", "references": ["Venues", "Death", "Warranties", "Change In Control", "Amendments", "General", "Anti-Corruption Laws", "Closings", "Definitions", "Binding Effects", "Assigns", "Participations", "Expenses", "Base Salary", "Headings", "Agreements", "Tax Withholdings", "Forfeitures", "Entire Agreements", "No Waivers", "Specific Performance", "Insurances", "Modifications", "Financial Statements", "Confidentiality", "Records", "Enforcements", "Solvency", "Construction", "Transactions With Affiliates", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts of Arizona or in the federal courts located in the state of Arizona. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY . The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other transaction document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Publicity", "Base Salary", "Qualifications", "No Defaults", "Use Of Proceeds", "Closings", "Organizations", "Releases", "Anti-Corruption Laws", "Positions", "Agreements", "Employment", "Indemnity", "Defined Terms", "Solvency", "Brokers", "Jurisdictions", "Compliance With Laws", "Titles", "Payments", "Interpretations", "Binding Effects", "Vesting", "Counterparts", "Non-Disparagement", "Duties", "Sanctions", "General", "Consent To Jurisdiction", "Expenses", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement constitutes the entire understanding and agreement between the parties concerning its subject matter and supersedes all prior agreements, correspondence, representations, or understandings between the parties relating to its subject matter.", "references": ["No Defaults", "Positions", "Indemnity", "Authority", "Construction", "Approvals", "Terminations", "Books", "Applicable Laws", "Anti-Corruption Laws", "Jurisdictions", "Subsidiaries", "Insurances", "Payments", "No Conflicts", "Qualifications", "Records", "Financial Statements", "Severability", "Counterparts", "Agreements", "Tax Withholdings", "Publicity", "Transactions With Affiliates", "Organizations", "Solvency", "Capitalization", "Interests", "Sanctions", "Non-Disparagement", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The properties of each Loan Party, Hourglass Sands and High Point are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party, Hourglass Sands and High Point in accordance with prudent business practice in the industry of such Loan Parties, Hourglass Sands and High Point. Each Loan Party has taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure located upon any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral.", "references": ["Participations", "No Defaults", "Approvals", "Specific Performance", "Miscellaneous", "Effectiveness", "Terms", "Entire Agreements", "Capitalization", "Notices", "Effective Dates", "Jurisdictions", "Qualifications", "Employment", "Modifications", "Sales", "Authorizations", "Expenses", "Authority", "Disclosures", "Erisa", "Death", "Financial Statements", "Releases", "Indemnifications", "Powers", "Successors", "Warranties", "Solvency", "Closings", "Insurances"], "gold": ["Insurances"]}
+{"input": "The term of this Lease shall be ten (10) years, commencing on the Effective Date (the \" Commencement Date \") \u00a0 and terminating at 11:59 P.M. Central Standard Time on the tenth (10 th ) anniversary of the Commencement Date (the \" Term \").", "references": ["Compliance With Laws", "Employment", "Disclosures", "Counterparts", "Change In Control", "Non-Disparagement", "Applicable Laws", "No Conflicts", "Construction", "Confidentiality", "Fees", "Waivers", "Agreements", "Submission To Jurisdiction", "Miscellaneous", "Tax Withholdings", "Further Assurances", "Consents", "Effectiveness", "Venues", "Authorizations", "Litigations", "Records", "Warranties", "Binding Effects", "Existence", "Publicity", "Successors", "Approvals", "Anti-Corruption Laws", "Terms"], "gold": ["Terms"]}
+{"input": "This Note may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which collectively shall constitute one and the same agreement.", "references": ["Costs", "Financial Statements", "Tax Withholdings", "Construction", "Expenses", "Remedies", "Indemnity", "Warranties", "Publicity", "Organizations", "Headings", "Brokers", "Transactions With Affiliates", "Non-Disparagement", "Powers", "Approvals", "Anti-Corruption Laws", "Disability", "Liens", "Authorizations", "Further Assurances", "Sanctions", "Interpretations", "Change In Control", "Forfeitures", "Interests", "Existence", "Assignments", "Binding Effects", "Vacations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Parties will cooperate reasonably with each other and with their respective Representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and will (a) furnish upon reasonable request to each other such further information, (b) execute and deliver to each other such other documents, and (c) do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the Contemplated Transactions. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 or unless such cost or expense is the obligation of the non-requesting Party under this Agreement). Seller acknowledges and agrees that, from and after the Closing, Buyer will be entitled to possession of all documents, books, records (including Tax records), Permits, Governmental Authorizations, certificates of title, agreements, Company Contracts, Organizational Documents, financial data and all other documents of any sort relating to the Company (all of the forgoing, the \u201c Company Documents \u201d).", "references": ["Vacations", "Organizations", "Terminations", "Payments", "Interpretations", "Releases", "Disability", "Liens", "Erisa", "Survival", "Transactions With Affiliates", "Terms", "Vesting", "Qualifications", "Adjustments", "Waivers", "Assigns", "Solvency", "Insurances", "Notices", "Agreements", "Participations", "Headings", "Construction", "Tax Withholdings", "Subsidiaries", "Modifications", "Binding Effects", "Jurisdictions", "Enforceability", "General"], "gold": ["General"]}
+{"input": "All unvested Time Vested Units and Performance Vested Units hereunder are subject to the forfeiture provisions of Section 1.6 hereof and to the clawback provision referenced in Section 2.2 hereof.", "references": ["Entire Agreements", "Publicity", "Disability", "Interpretations", "Jurisdictions", "Effectiveness", "Consents", "Insurances", "Non-Disparagement", "Consent To Jurisdiction", "Positions", "Taxes", "Solvency", "Construction", "Financial Statements", "Cooperation", "Expenses", "Withholdings", "Powers", "Base Salary", "Liens", "Change In Control", "Death", "Anti-Corruption Laws", "Use Of Proceeds", "Closings", "Sales", "Enforceability", "Brokers", "Further Assurances", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.\u00a0 Furthermore, (i)\u00a0while the Executive is based in the US, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, and (ii)\u00a0while the Executive is based in the UK, if any provision would be valid if some part or parts of its or their wording were deleted, restricted or limited then such provision(s)\u00a0shall apply with such deletions, restrictions or limitations as the case may be .", "references": ["Disclosures", "Capitalization", "Fees", "Vacations", "Publicity", "Waiver Of Jury Trials", "Effective Dates", "Vesting", "Miscellaneous", "Approvals", "Amendments", "No Waivers", "Insurances", "Definitions", "Applicable Laws", "Liens", "Entire Agreements", "Base Salary", "Subsidiaries", "Organizations", "Anti-Corruption Laws", "Authority", "Compliance With Laws", "Consent To Jurisdiction", "Modifications", "Titles", "Litigations", "Jurisdictions", "Taxes", "Adjustments", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent, and when the Administrative Agent shall have, as to each Lender, either received a counterpart hereof executed by such Lender or been notified by such Lender that such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, and each Lender and their respective successors and permitted assigns, except that neither the Borrower nor any other Credit Party shall have the right to assign its rights or delegate its duties under this Agreement or any interest in this Agreement without the prior written consent of each Lender.", "references": ["Entire Agreements", "Sanctions", "Further Assurances", "Disability", "Successors", "Agreements", "Sales", "Books", "No Waivers", "Costs", "Organizations", "Venues", "Vesting", "Defined Terms", "Change In Control", "Brokers", "Base Salary", "Approvals", "Confidentiality", "Representations", "Existence", "Applicable Laws", "Withholdings", "General", "Publicity", "Specific Performance", "Warranties", "Assigns", "Terminations", "Litigations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "During the Term, Cramer shall be entitled to participate in any group insurance, accident, sickness and hospitalization insurance, and any other employee benefit plans of the Company in effect during the Term, including plans available to the Company\u2019s executive officers.", "references": ["Notices", "Withholdings", "Solvency", "Taxes", "Consent To Jurisdiction", "Defined Terms", "Terminations", "Qualifications", "Subsidiaries", "Agreements", "Effective Dates", "Applicable Laws", "Waiver Of Jury Trials", "Arbitration", "Insurances", "Non-Disparagement", "Jurisdictions", "Positions", "Disability", "Anti-Corruption Laws", "Interests", "Consents", "Adjustments", "General", "Books", "Construction", "Cooperation", "Successors", "Sales", "Modifications", "Benefits"], "gold": ["Benefits"]}
+{"input": "Tenant waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property but such waiver shall not affect any contractual rights granted to Tenant under this Article XIV.", "references": ["Intellectual Property", "Vacations", "Fees", "Erisa", "Litigations", "Employment", "Existence", "Enforcements", "Cooperation", "Duties", "Entire Agreements", "Authorizations", "Definitions", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Venues", "No Defaults", "Governing Laws", "Capitalization", "Use Of Proceeds", "Vesting", "No Conflicts", "Terms", "General", "Arbitration", "Indemnifications", "Tax Withholdings", "Records", "Costs", "Taxes", "Waivers"], "gold": ["Waivers"]}
+{"input": "No failure or delay on the part of Secured Party in exercising any right, power or privilege under this Agreement or any applicable law shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver or modification of any right, power or privilege of Secured Party or of any obligation of Grantor shall be effective unless such waiver or modification is in writing, and signed by Secured Party and then only to the extent set forth therein. A waiver by Secured Party of any right, power, or privilege hereunder on any one occasion shall not be construed as a bar to, or waiver of, the exercise of any such right, power or privilege which Secured Party otherwise would have on any subsequent occasion.", "references": ["Binding Effects", "Closings", "Assigns", "Consent To Jurisdiction", "Books", "Headings", "Venues", "Assignments", "Duties", "Transactions With Affiliates", "Governing Laws", "Existence", "Cooperation", "Terms", "Publicity", "Sanctions", "Litigations", "Adjustments", "Construction", "Withholdings", "Consents", "Erisa", "Further Assurances", "Integration", "Indemnifications", "Organizations", "Authorizations", "Death", "Miscellaneous", "Arbitration", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.", "references": ["Existence", "Books", "Effective Dates", "Interests", "Financial Statements", "Solvency", "Assignments", "Use Of Proceeds", "Transactions With Affiliates", "Fees", "Insurances", "Sales", "Adjustments", "Interpretations", "Death", "Construction", "Litigations", "Agreements", "No Defaults", "No Conflicts", "Venues", "Authority", "Subsidiaries", "Integration", "Terminations", "Confidentiality", "Authorizations", "Change In Control", "Disability", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any amount payable hereunder by Licensee, which is not paid when due in accordance this Section 4, shall bear a pro rata monthly interest rate of one percent (1%) subject to any necessary approvals that may be required.", "references": ["Integration", "Publicity", "Waivers", "Vacations", "Specific Performance", "Assignments", "Non-Disparagement", "Enforcements", "Powers", "Tax Withholdings", "Consents", "Waiver Of Jury Trials", "Disclosures", "Effective Dates", "Duties", "Anti-Corruption Laws", "Solvency", "Miscellaneous", "Representations", "Effectiveness", "Approvals", "Entire Agreements", "Withholdings", "Enforceability", "Intellectual Property", "Authority", "Survival", "Organizations", "General", "Consent To Jurisdiction", "Interests"], "gold": ["Interests"]}
+{"input": "Until all amounts outstanding under this Note have been paid in full, New University shall, and shall cause its Subsidiaries to, maintain the same levels of insurance coverage as provided for under the Support Agreement.\u00a0 As soon as available, and in any event within thirty (30) days after the end of each fiscal year, New University shall furnish to Noteholder a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for New University and its Subsidiaries.", "references": ["Consents", "Transactions With Affiliates", "Withholdings", "Indemnity", "Capitalization", "Assignments", "Representations", "Releases", "Authority", "Brokers", "Authorizations", "Further Assurances", "Submission To Jurisdiction", "Payments", "Counterparts", "Terminations", "Enforcements", "No Conflicts", "Death", "Vacations", "Records", "Sales", "Non-Disparagement", "Definitions", "Consent To Jurisdiction", "Powers", "Specific Performance", "Expenses", "Forfeitures", "Miscellaneous", "Insurances"], "gold": ["Insurances"]}
+{"input": "Executive\u2019s employment with the Company terminated on March 29, 2018 (the \u201c Termination Date \u201d). The Parties agree to treat such termination as a resignation for Good Reason pursuant to Section 5(c) of the Employment Agreement.", "references": ["Consent To Jurisdiction", "Effectiveness", "Records", "Indemnity", "Consents", "Change In Control", "Successors", "No Conflicts", "Solvency", "Intellectual Property", "Compliance With Laws", "Modifications", "Books", "No Defaults", "Miscellaneous", "Venues", "Definitions", "Construction", "Counterparts", "Amendments", "Waivers", "No Waivers", "Vesting", "Approvals", "Entire Agreements", "Authorizations", "Effective Dates", "Vacations", "Interpretations", "Integration", "Terminations"], "gold": ["Terminations"]}
+{"input": "A Participant who becomes \u201cPermanently Disabled\u201d while employed by the Company shall have a nonforfeitable right to 100% of his Supplemental Contribution Account as of the date on which he is determined to be Permanently Disabled, provided he has completed at least five (5) years of Service as of such date. The term \u201cPermanently Disabled\u201d shall have the same meaning under this Plan as under the Company\u2019s defined benefit pension plans.", "references": ["Solvency", "Successors", "Titles", "Governing Laws", "Transactions With Affiliates", "Vesting", "Approvals", "Submission To Jurisdiction", "Counterparts", "Subsidiaries", "Applicable Laws", "Financial Statements", "Positions", "Terms", "Change In Control", "Erisa", "Books", "Participations", "Brokers", "No Defaults", "Integration", "Fees", "Publicity", "Terminations", "Representations", "Binding Effects", "Costs", "Qualifications", "Death", "Base Salary", "Disability"], "gold": ["Disability"]}
+{"input": "Should any clause, sentence, section, article or paragraph of this Agreement judicially be declared to be invalid, unenforceable, or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement.", "references": ["Costs", "Definitions", "Existence", "Payments", "Powers", "Assigns", "Waiver Of Jury Trials", "Transactions With Affiliates", "Modifications", "Authority", "Vesting", "Use Of Proceeds", "Consent To Jurisdiction", "Terms", "Qualifications", "Integration", "Litigations", "Defined Terms", "Compliance With Laws", "Positions", "Organizations", "Non-Disparagement", "Change In Control", "Waivers", "Books", "Entire Agreements", "Governing Laws", "Interests", "Effective Dates", "Adjustments", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided , however , GE or Baker Hughes may assign any or all of its rights and obligations under this Agreement to receive certain Umbrella Services (as may be mutually agreed to by GE and Baker Hughes, but in no event shall include legal, accounting, financial or tax advice services or other services that are not customary for the transition of a business to an unrelated third party) in connection with a sale or disposition of any assets or lines of business of GE or Baker Hughes; provided that (a) such right to receive such Umbrella Services is for a limited period of time not to exceed twelve (12) months and solely in order to transition the business being divested, and (b) the transferee of such assets shall enter into an agreement with price adjustments and terms and conditions customary for the provision of such services to an unrelated third party in order to transition a divested business.", "references": ["Terms", "Erisa", "Severability", "Payments", "Authorizations", "Powers", "Positions", "Counterparts", "Arbitration", "Forfeitures", "Agreements", "Adjustments", "Brokers", "Intellectual Property", "Change In Control", "Governing Laws", "Participations", "Remedies", "Definitions", "Effectiveness", "Construction", "Miscellaneous", "Existence", "Organizations", "Further Assurances", "Enforcements", "Cooperation", "Base Salary", "Releases", "Publicity", "Assignments"], "gold": ["Assignments"]}
+{"input": "Such Purchaser is duly organized and validly existing and in good standing under the Laws of its jurisdiction of organization, with all requisite power and authority to own its assets and to conduct its business as currently conducted, except as would not prevent the consummation of the transactions contemplated by this Agreement.", "references": ["Entire Agreements", "Headings", "Powers", "Positions", "Vesting", "Enforcements", "Authorizations", "Disclosures", "Qualifications", "Non-Disparagement", "Capitalization", "Consents", "Venues", "Vacations", "Definitions", "Indemnity", "Effective Dates", "Confidentiality", "Expenses", "Fees", "Costs", "No Conflicts", "Assignments", "Assigns", "Miscellaneous", "Anti-Corruption Laws", "Withholdings", "Duties", "Arbitration", "Agreements", "Existence"], "gold": ["Existence"]}
+{"input": "Subject to the terms and conditions set forth in this Agreement, during the Term, the Company shall pay the Executive, and the Executive shall accept, an annual salary in the amount of One Million One Hundred Thousand Dollars ($1,100,000). Such amount shall be paid in accordance with the Company\u2019s normal payroll practices and may be increased from time to time at the sole discretion of the independent members of the Board, or the Compensation Committee thereof (the \u201c Committee \u201d) (such amount, as may be so increased, the \u201c Base Salary \u201d).", "references": ["Interpretations", "Definitions", "Modifications", "Agreements", "Terminations", "Severability", "Closings", "Venues", "Specific Performance", "Litigations", "Interests", "Notices", "Arbitration", "Taxes", "Transactions With Affiliates", "Effective Dates", "Confidentiality", "No Waivers", "Indemnifications", "Assignments", "Forfeitures", "Representations", "Binding Effects", "Waivers", "Submission To Jurisdiction", "Authorizations", "Vacations", "Subsidiaries", "No Defaults", "Counterparts", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Subject to the provisions of this Agreement, the parties shall hold a closing (the \u201cClosing\u201d) on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled or waived or (ii) at such time and place as the parties hereto may agree. Such date shall be the date of Exchange (the \u201cEffective Time\u201d).", "references": ["Waiver Of Jury Trials", "Amendments", "Withholdings", "Authorizations", "Defined Terms", "Employment", "Capitalization", "Consent To Jurisdiction", "Financial Statements", "Disclosures", "Records", "Integration", "Notices", "Indemnity", "Disability", "Releases", "Death", "Subsidiaries", "Enforceability", "No Waivers", "Miscellaneous", "Change In Control", "Interests", "Payments", "Submission To Jurisdiction", "Expenses", "Headings", "Erisa", "Costs", "Compliance With Laws", "Closings"], "gold": ["Closings"]}
+{"input": "The Transactions (excluding use of proceeds) (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i)\u00a0such as have been obtained or made and are in full force and effect or those which the failure to obtain would not be reasonably expected to result in a Material Adverse Effect, (ii)\u00a0the filing of Uniform Commercial Code financing statements, (iii)\u00a0after the Collateral Grant Date, filings with the United States Patent and Trademark Office and the United States Copyright Office, and (iv)\u00a0any other filings or registrations required to perfect Liens created by the Collateral Documents, (b)\u00a0will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other Loan Party or any order of any Governmental Authority except where any such violation would not reasonably expected to result in a Material Adverse Effect, (c)\u00a0will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or its assets except as would not reasonably expected to result in a Material Adverse Effect, and (d)\u00a0will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries (other than any Permitted Lien).", "references": ["Remedies", "Enforceability", "Death", "Insurances", "Books", "Non-Disparagement", "Approvals", "Survival", "General", "Consents", "Adjustments", "Governing Laws", "Expenses", "Modifications", "Authority", "Payments", "Waivers", "Assignments", "Cooperation", "Amendments", "Existence", "Warranties", "Indemnifications", "Waiver Of Jury Trials", "Applicable Laws", "Sales", "Headings", "Vesting", "Agreements", "Publicity", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "When used in any Transaction Agreement, capitalized terms not otherwise defined therein will, to the extent defined herein, have the meanings set forth in this Framework Agreement (including Schedule 1 and any applicable Joinder Agreements).", "references": ["Records", "Taxes", "Base Salary", "Headings", "Disability", "Jurisdictions", "Assignments", "Further Assurances", "Approvals", "Remedies", "Litigations", "Insurances", "Specific Performance", "Expenses", "Participations", "Change In Control", "Duties", "Financial Statements", "Effective Dates", "Warranties", "Adjustments", "Assigns", "Sales", "Brokers", "Terminations", "Indemnifications", "Organizations", "Authorizations", "Governing Laws", "Anti-Corruption Laws", "Definitions"], "gold": ["Definitions"]}
+{"input": "Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at its address as shown beneath its signature in this Agreement, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section\u00a013 .", "references": ["Benefits", "Disability", "Interpretations", "Amendments", "Tax Withholdings", "Survival", "Litigations", "Disclosures", "Waiver Of Jury Trials", "Applicable Laws", "Representations", "Jurisdictions", "Insurances", "Non-Disparagement", "Defined Terms", "Releases", "Brokers", "Compliance With Laws", "Confidentiality", "Expenses", "Effective Dates", "Assignments", "Intellectual Property", "Miscellaneous", "Liens", "Vesting", "Agreements", "Assigns", "Further Assurances", "Duties", "Notices"], "gold": ["Notices"]}
+{"input": "The Company and its Subsidiaries will not, directly or indirectly, use the proceeds of any Borrowing or any Letter of Credit for any purpose which would breach any Anti-Corruption Laws.", "references": ["Amendments", "Remedies", "Agreements", "Indemnifications", "Jurisdictions", "Subsidiaries", "Authorizations", "Costs", "Tax Withholdings", "Liens", "Defined Terms", "Brokers", "Successors", "Applicable Laws", "Assignments", "Approvals", "Notices", "Positions", "Further Assurances", "Submission To Jurisdiction", "Sales", "Arbitration", "Warranties", "Enforceability", "Headings", "Publicity", "Use Of Proceeds", "Litigations", "Waivers", "General", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the \u201c Dilutive Issuance Notice \u201d). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a variable rate transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.", "references": ["Duties", "Disclosures", "Terms", "Titles", "Employment", "Severability", "Insurances", "Expenses", "Qualifications", "Approvals", "Death", "Capitalization", "Remedies", "Further Assurances", "Headings", "Binding Effects", "Modifications", "Brokers", "Enforcements", "Powers", "Compliance With Laws", "Effective Dates", "No Defaults", "Enforceability", "Assignments", "Closings", "Fees", "Erisa", "Indemnity", "Subsidiaries", "Notices"], "gold": ["Notices"]}
+{"input": "The section and paragraph headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning and interpretation of this Agreement.", "references": ["Benefits", "Participations", "Notices", "Miscellaneous", "Interests", "Anti-Corruption Laws", "Publicity", "Integration", "Further Assurances", "Indemnifications", "Specific Performance", "Disability", "Closings", "Death", "Successors", "Amendments", "Severability", "General", "Intellectual Property", "Confidentiality", "Authority", "Jurisdictions", "Brokers", "Qualifications", "Entire Agreements", "Assigns", "Change In Control", "Non-Disparagement", "Subsidiaries", "Payments", "Headings"], "gold": ["Headings"]}
+{"input": "The Company shall promptly reimburse Executive for reasonable out-of-pocket business expenses incurred in connection with the performance of her duties hereunder, subject to (i) such policies as the Company may from time to time establish, (ii) Executive furnishing the Company with evidence in the form of receipts satisfactory to the Company substantiating the claimed expenditures, and (iii) Executive receiving advance approval from the CEO in the case of expenses (or a series of related expenses) in excess of $5,000.", "references": ["Notices", "Organizations", "Withholdings", "Payments", "Representations", "Sanctions", "Further Assurances", "Vesting", "Authority", "Cooperation", "Entire Agreements", "Intellectual Property", "Applicable Laws", "Terminations", "Brokers", "Definitions", "Remedies", "Agreements", "Fees", "Existence", "Specific Performance", "Integration", "Death", "Capitalization", "Disclosures", "Assignments", "Tax Withholdings", "Waiver Of Jury Trials", "Base Salary", "Participations", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Plan is effective as of the Effective Date, but no Option or SAR may be exercised, and no other Award may be granted, unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted by the Board.", "references": ["Miscellaneous", "Enforcements", "Survival", "Jurisdictions", "Amendments", "Venues", "Powers", "Closings", "Publicity", "Sanctions", "Withholdings", "Headings", "Organizations", "Remedies", "Indemnity", "Cooperation", "Terms", "Anti-Corruption Laws", "Vacations", "Existence", "Expenses", "Duties", "Enforceability", "Financial Statements", "Use Of Proceeds", "Taxes", "Death", "Terminations", "Books", "Waiver Of Jury Trials", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Each Debtor (i) is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; (ii) has all requisite power and authority to own its assets and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect. Each Debtor has the power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is or may become a party. Each Debtor\u2019s exact legal name, jurisdiction of organization, type of entity, and the location of its principal place of business, or chief executive office (or the principal residence if each Debtor is a natural person) and of the books and records relating, are disclosed as set forth in this Agreement. Debtor has no places of business except those disclosed in writing to Lender. Each Debtor has not changed its name, jurisdiction of organization, principal place of business, or chief executive office (or principal residence if such Debtor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past FIVE (5) years. Each Debtor\u2019s exact legal name is set forth in the introductory paragraph hereto.", "references": ["Applicable Laws", "Representations", "Participations", "Base Salary", "Integration", "Publicity", "Vacations", "Waiver Of Jury Trials", "Arbitration", "Entire Agreements", "Titles", "Financial Statements", "Qualifications", "Brokers", "Change In Control", "Definitions", "Consents", "Indemnifications", "Construction", "Terminations", "Liens", "No Defaults", "Erisa", "Anti-Corruption Laws", "Releases", "Counterparts", "Governing Laws", "Warranties", "Insurances", "Venues", "Existence"], "gold": ["Existence"]}
+{"input": "The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Preliminary Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.", "references": ["Successors", "No Waivers", "Assignments", "Cooperation", "Counterparts", "Construction", "Books", "Headings", "Existence", "Vesting", "Solvency", "Costs", "Subsidiaries", "Expenses", "Releases", "Compliance With Laws", "Interests", "Sales", "Transactions With Affiliates", "Insurances", "Authorizations", "Base Salary", "Applicable Laws", "Sanctions", "Defined Terms", "Notices", "Amendments", "Survival", "Anti-Corruption Laws", "Warranties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of subsection (b) of this Section 11.9, (ii)\u00a0by way of participation in accordance with the provisions of subsection (d) of this Section 11.9, or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 11.9 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 11.9 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Defined Terms", "Warranties", "Organizations", "Insurances", "Forfeitures", "Jurisdictions", "Indemnifications", "Entire Agreements", "Cooperation", "Modifications", "Interests", "Adjustments", "Severability", "Venues", "Vesting", "Consent To Jurisdiction", "Enforceability", "Authority", "Counterparts", "Specific Performance", "Sales", "Disclosures", "Approvals", "Arbitration", "General", "Capitalization", "Costs", "Indemnity", "Assignments", "Use Of Proceeds", "Successors"], "gold": ["Successors"]}
+{"input": "Buyer is a corporation, existing and in good standing under the laws of the state of Nevada and at the Initial Closing will be duly qualified to carry on its business in Kansas.", "references": ["Financial Statements", "Integration", "Assignments", "Indemnifications", "Specific Performance", "Representations", "Non-Disparagement", "Severability", "Positions", "Interests", "Existence", "Cooperation", "Anti-Corruption Laws", "Authorizations", "Tax Withholdings", "Fees", "Venues", "Consents", "No Waivers", "Defined Terms", "Assigns", "Forfeitures", "Applicable Laws", "Brokers", "Confidentiality", "Employment", "Expenses", "Capitalization", "Enforcements", "Interpretations", "Organizations"], "gold": ["Organizations"]}
+{"input": "In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to the scope, activity or subject so as to be unenforceable at law, such provision or provisions shall be construed and reformed by the appropriate judicial body by limiting and reducing such provision or provisions, so as to be enforceable to the maximum extent compatible with the applicable law.", "references": ["Venues", "Further Assurances", "Benefits", "Miscellaneous", "Organizations", "Withholdings", "Fees", "Tax Withholdings", "Publicity", "Capitalization", "Qualifications", "Employment", "Vacations", "Representations", "Entire Agreements", "Assignments", "Construction", "Titles", "Consent To Jurisdiction", "Indemnity", "Compliance With Laws", "Integration", "Costs", "Adjustments", "Warranties", "Erisa", "Disclosures", "Arbitration", "Definitions", "Disability", "Severability"], "gold": ["Severability"]}
+{"input": "Borrower and Op Co Pledgor shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower\u2019s or Op Co Pledgor\u2019s Actual Knowledge, threatened against the Property, the Collateral, Borrower, Mortgage Borrower, Op Co Pledgor, Operating Lessee, or Guarantor which, if adversely determined, would reasonably be expected to have a Material Adverse Effect. Borrower and Op Co Pledgor shall cooperate (and shall cause Mortgage Borrower and Operating Lessee to cooperate) in all reasonable respects with Lender with respect to any proceedings before any court, board or other Governmental Authority which could reasonably be expected to have a Material Adverse Effect on the rights of Lender hereunder or under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.", "references": ["Qualifications", "Use Of Proceeds", "Jurisdictions", "Integration", "Interpretations", "Remedies", "Solvency", "Costs", "Intellectual Property", "Effective Dates", "Publicity", "Effectiveness", "Assigns", "Subsidiaries", "Titles", "Participations", "Definitions", "Assignments", "Specific Performance", "No Conflicts", "Brokers", "Forfeitures", "Interests", "Adjustments", "Consents", "No Defaults", "Fees", "Further Assurances", "Transactions With Affiliates", "Vesting", "Litigations"], "gold": ["Litigations"]}
+{"input": "(0)\u00a0Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the respective assets of (A) the Borrowers and (B) the Loan Parties, in each case on a consolidated basis and at a fair valuation, will exceed their respective debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the respective property of (A) the Borrowers and (B) the Loan Parties, in each case on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) (A) the Borrowers and (B) the Loan Parties, in each case on a consolidated basis, will be able to pay their respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) (A) the Borrowers and (B) the Loan Parties, in each case on a consolidated basis, will not have unreasonably small capital with which to conduct their respective business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date.", "references": ["Disclosures", "Qualifications", "Taxes", "Survival", "Sanctions", "Amendments", "Arbitration", "Defined Terms", "Miscellaneous", "No Waivers", "Effective Dates", "Duties", "Use Of Proceeds", "Submission To Jurisdiction", "Records", "Specific Performance", "Organizations", "Financial Statements", "Waivers", "Indemnity", "Counterparts", "Brokers", "Applicable Laws", "General", "Employment", "Tax Withholdings", "Compliance With Laws", "Anti-Corruption Laws", "Definitions", "Integration", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing covenants in this Section 4 may be inadequate and that the Buyer, in addition to any other relief available to it, shall be entitled to such temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In the event that any court will not reform such covenants, then the Parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted by applicable Legal Requirements.", "references": ["Integration", "Successors", "Survival", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Litigations", "Sanctions", "Effective Dates", "Subsidiaries", "Arbitration", "Notices", "Use Of Proceeds", "Non-Disparagement", "Binding Effects", "General", "Jurisdictions", "Agreements", "Applicable Laws", "Costs", "Cooperation", "Financial Statements", "Sales", "Publicity", "Closings", "Submission To Jurisdiction", "Terms", "Intellectual Property", "Enforceability", "Transactions With Affiliates", "No Conflicts", "Remedies"], "gold": ["Remedies"]}
+{"input": "Service Recipient shall pay to Service Provider all undisputed amounts documented in each invoice in U.S. Dollars within thirty (30)\u00a0days of receipt of an invoice from Service Provider in accordance with Section \u00a03.02 , to the bank account set out in the applicable invoice, or such other method agreed upon by the Parties. All payments shall be made in full without any withholding, deduction or setoff except as may be required by applicable Law. If Service Recipient is required to deduct or withhold any amount under applicable Law, it shall be obliged to pay to Service Provider such sum as will, after such deduction or withholding has been made, leave Service Provider with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. The Parties will use reasonable efforts to provide each other with any and all documentation required by any Taxing authority to reduce or eliminate any Taxes or withholding.", "references": ["Adjustments", "Books", "Notices", "Disclosures", "Terminations", "Amendments", "Miscellaneous", "Consent To Jurisdiction", "Releases", "Vesting", "Costs", "Authority", "Powers", "Confidentiality", "Consents", "Waiver Of Jury Trials", "Approvals", "Assigns", "Submission To Jurisdiction", "Existence", "Integration", "Base Salary", "Duties", "Venues", "Death", "Applicable Laws", "Use Of Proceeds", "Non-Disparagement", "Tax Withholdings", "Warranties", "Payments"], "gold": ["Payments"]}
+{"input": "(1) in by another party for arbitration, an arbitrator will be designated by the New York Office of the American Arbitration Association. The determination of the arbitrator will be final and binding on you and the Novocure Group. Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction. Each party will bear their own expenses of such arbitration.", "references": ["Expenses", "Severability", "Releases", "Insurances", "Successors", "Waiver Of Jury Trials", "Solvency", "Representations", "Books", "Disclosures", "Enforcements", "Notices", "Publicity", "Payments", "Waivers", "Liens", "Benefits", "No Defaults", "Anti-Corruption Laws", "Assignments", "Terminations", "Brokers", "Organizations", "Miscellaneous", "Headings", "Modifications", "Erisa", "Existence", "Binding Effects", "Employment", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Note and any provision hereof may only be amended\u00a0 by an instrument in writing signed by the Borrower and the Holder. The term' 'Note \" and all reference thereto , as used throughout this instrument , shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.", "references": ["Construction", "Sales", "Waivers", "Effective Dates", "Interests", "Change In Control", "No Defaults", "No Waivers", "Vesting", "Fees", "Remedies", "Consent To Jurisdiction", "Liens", "Assignments", "Applicable Laws", "Adjustments", "Subsidiaries", "Use Of Proceeds", "Litigations", "Closings", "Survival", "Further Assurances", "Terms", "Binding Effects", "Disability", "Confidentiality", "Forfeitures", "Enforcements", "Assigns", "Submission To Jurisdiction", "Amendments"], "gold": ["Amendments"]}
+{"input": "All notices and other communications to the Guaranteeing Subsidiary shall be given as provided in the Indenture to any Guarantor, at its address set forth therein.", "references": ["Indemnifications", "Positions", "Insurances", "Books", "Terms", "Amendments", "Enforcements", "Venues", "Interests", "Existence", "Compliance With Laws", "Solvency", "Defined Terms", "Duties", "Effective Dates", "Publicity", "Participations", "Agreements", "Remedies", "Use Of Proceeds", "Interpretations", "Adjustments", "Intellectual Property", "Effectiveness", "Employment", "Payments", "Confidentiality", "Powers", "Survival", "Transactions With Affiliates", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall be interpreted and enforced in accordance with the laws of the State of Colorado.", "references": ["Taxes", "Miscellaneous", "Releases", "Cooperation", "Non-Disparagement", "Waiver Of Jury Trials", "Titles", "Duties", "Base Salary", "Specific Performance", "Litigations", "Organizations", "Tax Withholdings", "Successors", "Counterparts", "Consent To Jurisdiction", "Disclosures", "Sanctions", "Consents", "Transactions With Affiliates", "Integration", "Indemnity", "Enforceability", "No Defaults", "Employment", "No Conflicts", "Intellectual Property", "Change In Control", "Books", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "As of the Closing Date, each Loan Party, and the Loan Parties and their Subsidiaries taken as a whole, is Solvent.", "references": ["Construction", "Non-Disparagement", "Indemnity", "Forfeitures", "Insurances", "Financial Statements", "Assignments", "Sales", "Publicity", "Releases", "Terminations", "Consent To Jurisdiction", "Employment", "No Waivers", "Amendments", "Defined Terms", "Powers", "Positions", "Entire Agreements", "Agreements", "Applicable Laws", "Remedies", "Tax Withholdings", "Use Of Proceeds", "Withholdings", "Costs", "Compliance With Laws", "Waiver Of Jury Trials", "Notices", "Cooperation", "Solvency"], "gold": ["Solvency"]}
+{"input": "Any notice or filing required or permitted to be given to the Corporation or the Administrative Committee under the Plan will be sufficient if in writing and hand delivered, or sent by registered or certified mail to any member of the Administrative Committee, or to the Corporation\u2019s Chief Financial Officer and, if mailed, will be addressed to the principal executive offices of the Corporation. Notice to a Participant or beneficiary may be hand delivered or mailed to the Participant or beneficiary at his or her most recent address as listed in the employment records of the Corporation. Notices will be deemed given as of the date of delivery or mailing or, if delivery is made by certified or registered mail, as of the date shown on the receipt for registration or certification. Any person entitled to notice hereunder may waive such notice.", "references": ["Confidentiality", "Waiver Of Jury Trials", "Compliance With Laws", "Organizations", "Disclosures", "Interests", "Jurisdictions", "Waivers", "Enforceability", "Counterparts", "Duties", "Benefits", "No Defaults", "Specific Performance", "Expenses", "Litigations", "Venues", "Death", "Consents", "Records", "Change In Control", "Qualifications", "Assigns", "Effectiveness", "Entire Agreements", "Indemnity", "Binding Effects", "Subsidiaries", "Survival", "Closings", "Notices"], "gold": ["Notices"]}
+{"input": "The Issuers agree to supplement or make amendments to the Shelf Registration Statement as and when required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or by any underwriter of such Registrable Notes; provided , however , that the Issuers shall not be required to supplement or amend any Shelf Registration Statement upon the request of a Holder or any underwriter if such requested supplement or amendment would, in the good faith judgment of the Company (based on advice of counsel), violate the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder.", "references": ["Confidentiality", "Books", "Compliance With Laws", "Successors", "Sanctions", "Disability", "Anti-Corruption Laws", "Binding Effects", "Representations", "Non-Disparagement", "Powers", "Terminations", "Enforceability", "Authority", "Transactions With Affiliates", "Approvals", "Expenses", "No Defaults", "Capitalization", "Arbitration", "Sales", "Jurisdictions", "Submission To Jurisdiction", "Taxes", "No Conflicts", "Further Assurances", "Insurances", "Records", "Waivers", "Vesting", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as set forth on Schedule 4.13 , neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section\u00a0430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section\u00a0412 of the Code or Section\u00a0302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in \u201cendangered\u201d or \u201ccritical\u201d status (within the meaning of Section\u00a0432 of the Code or Section\u00a0305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.", "references": ["Remedies", "Employment", "Assigns", "Waivers", "Headings", "Transactions With Affiliates", "Positions", "Cooperation", "Interpretations", "Amendments", "Assignments", "Subsidiaries", "Waiver Of Jury Trials", "Capitalization", "General", "Terminations", "Binding Effects", "Venues", "Payments", "Insurances", "Consents", "Interests", "Defined Terms", "Representations", "Applicable Laws", "Vesting", "Specific Performance", "Agreements", "Taxes", "Confidentiality", "Erisa"], "gold": ["Erisa"]}
+{"input": "Promptly, following an Authorized Officer of any Issuer obtaining knowledge thereof, notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Note Party, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect, result in an Event of Default, result in material liability to such Note Party or materially and adversely affect such Note Party\u2019s ability to conduct its business as currently conducted.", "references": ["Solvency", "Positions", "Applicable Laws", "Qualifications", "Binding Effects", "Employment", "Adjustments", "Sales", "Brokers", "Further Assurances", "Survival", "Indemnifications", "Titles", "Change In Control", "Defined Terms", "Anti-Corruption Laws", "Authorizations", "Interpretations", "Erisa", "Representations", "Consent To Jurisdiction", "Intellectual Property", "Headings", "Duties", "Disability", "Waiver Of Jury Trials", "Sanctions", "Amendments", "Arbitration", "Assigns", "Litigations"], "gold": ["Litigations"]}
+{"input": "The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Party to the Agreement, nor constitute a waiver of any provision of the Agreement. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a part of the Agreement.", "references": ["Assigns", "Warranties", "Titles", "Litigations", "Benefits", "Costs", "Erisa", "Enforceability", "Insurances", "Venues", "Existence", "Assignments", "Jurisdictions", "Base Salary", "Survival", "Severability", "Forfeitures", "Disclosures", "Vacations", "Change In Control", "Brokers", "Capitalization", "Use Of Proceeds", "Liens", "Sanctions", "Authorizations", "Intellectual Property", "Definitions", "Counterparts", "Solvency", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The failure or delay of AXOGEN at any time to require performance by Employee of any provision of this Agreement or the attached Schedules and Exhibits, even if known, shall not affect the right of AXOGEN to require performance of that provision or to exercise any right, power or remedy pursuant to this Agreement or the attached Schedules and Exhibits. Any waiver by AXOGEN of any breach of any provision of this Agreement or the attached Schedules and Exhibits shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy pursuant to this Agreement or the attached Schedules and Exhibits.", "references": ["Taxes", "Authority", "Use Of Proceeds", "Compliance With Laws", "Non-Disparagement", "Litigations", "Authorizations", "Solvency", "Severability", "Governing Laws", "Vesting", "Anti-Corruption Laws", "Definitions", "Subsidiaries", "Expenses", "Interests", "Sanctions", "Transactions With Affiliates", "Releases", "Arbitration", "Costs", "General", "Entire Agreements", "Miscellaneous", "Closings", "Notices", "Interpretations", "Financial Statements", "Specific Performance", "Approvals", "Waivers"], "gold": ["Waivers"]}
+{"input": "During the Term of Employment, Executive shall be entitled to paid vacation in accordance with the normal vacation policies of the Company, as applicable to employees at Executive\u2019s level.", "references": ["Insurances", "Survival", "Applicable Laws", "Change In Control", "No Defaults", "Warranties", "Litigations", "Interpretations", "Participations", "Interests", "Non-Disparagement", "Employment", "Definitions", "Integration", "Intellectual Property", "Consents", "Terms", "Liens", "Indemnifications", "Powers", "Counterparts", "Amendments", "Assigns", "Terminations", "Capitalization", "Duties", "Benefits", "Venues", "Taxes", "Disclosures", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Agreement shall be binding and deemed effective when executed by each Borrower, Administrative Agent, and each Lender whose signature is provided for on the signature pages hereof.", "references": ["Waivers", "General", "Severability", "Representations", "Brokers", "Amendments", "Enforcements", "Jurisdictions", "Releases", "Qualifications", "Capitalization", "Construction", "Closings", "Costs", "Integration", "Titles", "Duties", "Waiver Of Jury Trials", "No Conflicts", "Anti-Corruption Laws", "Fees", "Forfeitures", "Solvency", "Erisa", "Interpretations", "Definitions", "Enforceability", "Intellectual Property", "Existence", "Transactions With Affiliates", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Other than a settlement agreement and release executed simultaneously herewith and attached hereto as Exhibit \u201cB\u201d, this Agreement represents the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings between the Parties, whether oral or written, with respect thereto.", "references": ["Publicity", "Vesting", "Organizations", "Litigations", "Integration", "Effective Dates", "Tax Withholdings", "Enforceability", "Remedies", "Releases", "Enforcements", "Financial Statements", "Compliance With Laws", "Construction", "Successors", "Specific Performance", "Agreements", "Subsidiaries", "Terminations", "Applicable Laws", "Effectiveness", "Governing Laws", "Interpretations", "Disability", "Indemnity", "Intellectual Property", "Terms", "No Conflicts", "Interests", "Liens", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "For the avoidance of doubt, any Lien created by any Loan Document in respect of any Purchased Asset (as defined in the Project Spartan Purchase Agreement) shall be automatically released upon the consummation of the Project Spartan Disposition and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Company (all at the Company's expense) to release any Lien created by any Loan Document in respect of any such Purchased Asset.", "references": ["Positions", "Solvency", "Waivers", "Non-Disparagement", "Financial Statements", "Applicable Laws", "Compliance With Laws", "Change In Control", "Construction", "Indemnifications", "Survival", "Assignments", "Headings", "Specific Performance", "Defined Terms", "Insurances", "Tax Withholdings", "Brokers", "Authorizations", "Records", "Confidentiality", "Binding Effects", "Transactions With Affiliates", "Costs", "Litigations", "General", "Further Assurances", "Submission To Jurisdiction", "Interpretations", "No Waivers", "Releases"], "gold": ["Releases"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, in keeping with Section 8.3 hereof, as applicable, promptly correct any ambiguity, omission, mistake, defect, inconsistency or error that may be discovered in any Loan Document or in the execution, acknowledgment or recordation thereof.", "references": ["Liens", "Tax Withholdings", "No Conflicts", "Notices", "Remedies", "Taxes", "Insurances", "Interpretations", "Capitalization", "Publicity", "Titles", "Withholdings", "Anti-Corruption Laws", "Death", "Consents", "Construction", "Amendments", "Terminations", "Adjustments", "Approvals", "Enforceability", "General", "Costs", "Terms", "Litigations", "Specific Performance", "Positions", "Erisa", "Consent To Jurisdiction", "Payments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "As compensation for all services to be rendered by Executive under this Agreement, the Company shall pay to Executive an annualized salary of five hundred thousand Dollars ($500,000), less applicable tax and other authorized applicable withholdings (the \u201c Base Salary \u201d), which shall be paid in accordance with the Company\u2019s normal payroll procedures and policies. Executive\u2019s salary will be reviewed, and if appropriate, adjusted, on an annual basis at or after the end of each calendar year.", "references": ["Enforceability", "Indemnity", "Remedies", "Enforcements", "Withholdings", "Entire Agreements", "Subsidiaries", "Organizations", "Vacations", "Litigations", "Forfeitures", "Benefits", "Arbitration", "Authority", "Capitalization", "Notices", "Cooperation", "Agreements", "Disability", "Taxes", "Construction", "Tax Withholdings", "No Defaults", "Successors", "Compliance With Laws", "Qualifications", "Terms", "Warranties", "Payments", "No Waivers", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "On the date hereof, VCI hereby makes the following representations and warranties to the Purchaser. Such representations and warranties will survive the conveyance of the Purchased Assets to the Purchaser pursuant to this Agreement, the sale of the Purchased Assets to the Issuer under the Sale and Servicing Agreement and the Grant of the Purchased Assets by the Issuer to the Indenture Trustee pursuant to the Indenture.", "references": ["Expenses", "Binding Effects", "Transactions With Affiliates", "Interests", "Remedies", "Compliance With Laws", "Applicable Laws", "Specific Performance", "Enforceability", "Cooperation", "Capitalization", "Approvals", "Successors", "Books", "No Waivers", "Erisa", "Jurisdictions", "Adjustments", "Waiver Of Jury Trials", "Consents", "Authority", "Base Salary", "Forfeitures", "Change In Control", "Governing Laws", "Sales", "Organizations", "Liens", "Records", "Terminations", "Representations"], "gold": ["Representations"]}
+{"input": "Upon Employee\u2019s death, Employee\u2019s employment with Employer will terminate and Employer will not be obligated to make any further payments to Employee, except as otherwise described in this Agreement.", "references": ["Successors", "Sanctions", "Employment", "Adjustments", "Positions", "Confidentiality", "Specific Performance", "General", "Definitions", "Cooperation", "Submission To Jurisdiction", "Authority", "Existence", "Releases", "Base Salary", "Disclosures", "Terms", "Entire Agreements", "Payments", "Assignments", "Enforcements", "Participations", "Consents", "Interpretations", "Use Of Proceeds", "Venues", "Counterparts", "Modifications", "Publicity", "Brokers", "Death"], "gold": ["Death"]}
+{"input": "The Board may, as a condition to the grant of any Award or the exercise of any Option under the Plan, require a Participant to (i) represent in writing that the shares of Common Stock received in connection with such Award are being acquired for investment and not with a view to distribution and (ii) make such other representations and warranties as are deemed appropriate by counsel to the Company. Each certificate representing shares of Common Stock acquired under the Plan shall bear a legend in such form as the Company deems appropriate.", "references": ["General", "Waivers", "Indemnifications", "Notices", "Organizations", "Approvals", "Non-Disparagement", "Governing Laws", "Financial Statements", "Interests", "Consent To Jurisdiction", "Publicity", "Successors", "No Defaults", "Waiver Of Jury Trials", "Disclosures", "Litigations", "Participations", "Taxes", "Definitions", "Transactions With Affiliates", "Enforceability", "Releases", "Liens", "Counterparts", "Positions", "Applicable Laws", "Change In Control", "Binding Effects", "Costs", "Representations"], "gold": ["Representations"]}
+{"input": "The termination of the Agreement shall not affect any Borrower\u2019s, Agent\u2019s or any Lender\u2019s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder or under the Other Documents and the financing statements filed hereunder or in connection therewith shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers\u2019 Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Borrower have been indefeasibly paid and performed in full after the termination of this Agreement or each Borrower has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Borrower waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Borrower, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full.", "references": ["Further Assurances", "Non-Disparagement", "Organizations", "Tax Withholdings", "Representations", "Costs", "Survival", "Liens", "Participations", "Interests", "Definitions", "Effectiveness", "Compliance With Laws", "Specific Performance", "Positions", "Authorizations", "Employment", "Death", "Modifications", "Adjustments", "Financial Statements", "Books", "Anti-Corruption Laws", "Indemnity", "Approvals", "Expenses", "Qualifications", "Insurances", "Agreements", "Effective Dates", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. The terms of this Agreement and all of Executive's rights hereunder and thereunder shall inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.", "references": ["Base Salary", "Indemnity", "Specific Performance", "Venues", "Authorizations", "Books", "Representations", "No Waivers", "Closings", "Publicity", "Compliance With Laws", "Disclosures", "Miscellaneous", "Binding Effects", "Releases", "Submission To Jurisdiction", "Benefits", "Governing Laws", "Waiver Of Jury Trials", "Powers", "Existence", "Litigations", "Disability", "Integration", "Taxes", "Interests", "Fees", "Interpretations", "Financial Statements", "Vesting", "Successors"], "gold": ["Successors"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser agrees to purchase, the Subscription Amount of Notes as set forth on the signature page hereto executed by the Purchaser. At the Closing, the Purchaser shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available funds equal to the Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser its Note, as set forth in Section\u00a02.3(a), and the Company and the Purchaser shall deliver the other items set forth in Section\u00a02.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections\u00a02.3 and 2.4 for Closing, such Closing shall occur at the offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C. or such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation.", "references": ["Compliance With Laws", "Interests", "Assignments", "Taxes", "Disability", "Forfeitures", "Warranties", "Powers", "Liens", "Withholdings", "Brokers", "Survival", "Entire Agreements", "Positions", "Consents", "Benefits", "Publicity", "Anti-Corruption Laws", "Use Of Proceeds", "No Defaults", "Construction", "Consent To Jurisdiction", "Books", "Waiver Of Jury Trials", "Indemnifications", "Enforceability", "No Waivers", "Erisa", "Headings", "Fees", "Closings"], "gold": ["Closings"]}
+{"input": "The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.", "references": ["Compliance With Laws", "Costs", "Duties", "Death", "Binding Effects", "Vacations", "Definitions", "Survival", "Severability", "No Conflicts", "Notices", "Integration", "Taxes", "Solvency", "Sales", "Assignments", "Payments", "Subsidiaries", "Terminations", "Closings", "Use Of Proceeds", "Consents", "Amendments", "Authority", "Agreements", "Financial Statements", "Anti-Corruption Laws", "Releases", "Representations", "Enforcements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrowers will, and will cause each Restricted Subsidiary to, maintain with financially sound and reputable insurance companies not Affiliates of the Obligors, adequate insurance with respect to its properties (including properties that are subject to a mortgage or deed of trust) and business against loss or damage of the kinds (including public liability risks) 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 and providing, with respect to insurance covering Collateral, (a) for payment of losses to Administrative Agent as its interests may appear, (b) that such policies may not be canceled or reduced or affected in any material manner for any reason without 30 days prior notice to Administrative Agent, and (c) for any other matters specified in any applicable Security Document or which Administrative Agent may reasonably require to protect the interests of the Lenders in the Collateral.\u00a0\u00a0Unless Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Administrative Agent as lender loss payee in respect of the property insurance policies covering the Collateral and additional insured in respect of the liability insurance policies, in each case, as applicable and (ii) specifying that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy.", "references": ["Entire Agreements", "Titles", "Vesting", "Interpretations", "Non-Disparagement", "Severability", "Definitions", "Enforcements", "Positions", "Vacations", "Erisa", "Approvals", "No Conflicts", "Qualifications", "Benefits", "Liens", "Forfeitures", "Employment", "Consent To Jurisdiction", "Agreements", "Publicity", "Counterparts", "Effective Dates", "Arbitration", "Anti-Corruption Laws", "Binding Effects", "Integration", "Disability", "Change In Control", "Indemnifications", "Insurances"], "gold": ["Insurances"]}
+{"input": "Except as would not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries own, or have secured licenses for, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, and other intellectual property rights that are reasonably necessary for the operation of their respective business (collectively, \u201c IP Rights \u201d). To the knowledge of each Loan Party and its Subsidiaries, the use of the IP Rights in connection with such businesses does not materially infringe or misappropriate the rights of any other Person. To the knowledge of the Borrower and its Subsidiaries, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subsidiaries materially infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower and its Subsidiaries, threatened in writing, that, in either case, would reasonably be expected to have a Material Adverse Effect.", "references": ["Compliance With Laws", "Effective Dates", "Warranties", "Binding Effects", "Subsidiaries", "Waivers", "No Defaults", "No Waivers", "Payments", "Arbitration", "Insurances", "Brokers", "Indemnifications", "Applicable Laws", "Costs", "Qualifications", "General", "Amendments", "Miscellaneous", "Capitalization", "Existence", "Submission To Jurisdiction", "Death", "Change In Control", "Closings", "Expenses", "Construction", "Counterparts", "Definitions", "Duties", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Subject to Section 1.9, no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.", "references": ["Counterparts", "Disability", "Approvals", "Forfeitures", "Interests", "Definitions", "Venues", "Entire Agreements", "Publicity", "Authority", "Costs", "Jurisdictions", "Waivers", "Intellectual Property", "Base Salary", "Effectiveness", "Assignments", "Waiver Of Jury Trials", "Governing Laws", "Vacations", "Consents", "Anti-Corruption Laws", "General", "Death", "Applicable Laws", "Successors", "Litigations", "Notices", "Withholdings", "Transactions With Affiliates", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement is the result of negotiations between and has been reviewed by each of Borrower, Collateral Agent and Lenders as of the date hereof and their respective counsel; accordingly, this Agreement shall be deemed to be the product of the parties hereto, and no ambiguity shall be construed in favor of or against Borrower, Collateral Agent or Lenders. Borrower, Collateral Agent and Lenders agree that they intend the literal words of this Agreement and the other Loan Documents and that no parol evidence shall be necessary or appropriate to establish Borrower\u2019s, Collateral Agent\u2019s or each Lender\u2019s actual intentions.", "references": ["Death", "Duties", "Cooperation", "Submission To Jurisdiction", "Powers", "No Waivers", "Payments", "Entire Agreements", "Fees", "Arbitration", "Modifications", "Positions", "Survival", "No Defaults", "Terminations", "Authority", "Disability", "Enforcements", "Participations", "Sanctions", "Venues", "Further Assurances", "Defined Terms", "Withholdings", "Forfeitures", "Successors", "Vesting", "Titles", "No Conflicts", "Books", "Construction"], "gold": ["Construction"]}
+{"input": "Headings are given to the articles or sections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.", "references": ["Representations", "Forfeitures", "Governing Laws", "Confidentiality", "Assigns", "Benefits", "No Waivers", "Consent To Jurisdiction", "Indemnifications", "Positions", "Organizations", "Liens", "Consents", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Warranties", "Payments", "Integration", "General", "Further Assurances", "Capitalization", "Assignments", "Solvency", "Disclosures", "Financial Statements", "Specific Performance", "Intellectual Property", "Effective Dates", "Non-Disparagement", "Sanctions", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and thereby. The registration rights granted under this Agreement supersede any registration, qualification or similar rights with respect to any of the shares granted to one or more Shareholders under any other agreement, and any of such preexisting registration rights are hereby terminated.", "references": ["Vacations", "Terminations", "Erisa", "Confidentiality", "Litigations", "Publicity", "General", "Compliance With Laws", "Effectiveness", "Liens", "Records", "Benefits", "Interpretations", "No Waivers", "Withholdings", "Venues", "Expenses", "Releases", "Costs", "Titles", "Definitions", "Closings", "Integration", "Financial Statements", "Jurisdictions", "Sales", "Defined Terms", "Modifications", "Death", "Consent To Jurisdiction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Employee agrees that he will not make any disparaging remarks or statements about any of the Released Parties, or their respective parent companies, subsidiaries, and affiliates including, but not limited to, all related companies, partnerships, affiliated entities or joint ventures, as well as their respective current and former officers, directors, shareholders, principals, attorneys, agents, employees or any Released Party, or his prior employment with the Company. Employee further agrees that he will not make any disparaging remarks or statements about any of the products or services provided by PJC or any of its affiliates. Nothing in this Section, however, shall prevent Employee from engaging in Protected Activity. The Company agrees to use its best efforts to cause the Company\u2019s leadership team and members of the Board of Directors not to make any disparaging remarks or statements about Employee or his prior employment with the Company and Employee agrees to direct any prospective employers to Christine Esckilsen, Chief Human Capital Officer. The Company agrees that Ms. Esckilsen will inform any such prospective employer the dates of service and positions held by Employee with the Company and reference the statement referred to in Exhibit B.", "references": ["Disclosures", "Titles", "Definitions", "Counterparts", "Closings", "Notices", "Vacations", "Expenses", "No Defaults", "Records", "Terminations", "Effectiveness", "Representations", "Successors", "Assigns", "Remedies", "Applicable Laws", "Transactions With Affiliates", "Survival", "Interpretations", "Modifications", "Change In Control", "Use Of Proceeds", "Authority", "Powers", "Sanctions", "Interests", "Defined Terms", "Publicity", "Payments", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Schlumberger is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.", "references": ["Capitalization", "Cooperation", "Amendments", "Waivers", "Transactions With Affiliates", "Agreements", "Publicity", "Participations", "Forfeitures", "Governing Laws", "Counterparts", "Existence", "Interpretations", "Representations", "Enforcements", "Arbitration", "Brokers", "Remedies", "Disclosures", "Assigns", "No Conflicts", "Releases", "Taxes", "Consents", "Terms", "Venues", "Benefits", "Positions", "Base Salary", "Financial Statements", "Organizations"], "gold": ["Organizations"]}
+{"input": "(i) The Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties\u2019 rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the Seller\u2019s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.", "references": ["Arbitration", "Erisa", "Subsidiaries", "Modifications", "Disability", "Terms", "Positions", "Qualifications", "Death", "Agreements", "Employment", "Sanctions", "Successors", "Taxes", "Change In Control", "Withholdings", "Approvals", "Amendments", "Solvency", "Enforcements", "Notices", "Submission To Jurisdiction", "Brokers", "Interpretations", "Vesting", "Governing Laws", "Publicity", "Payments", "Closings", "Records", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The failure of any Party at any time to require performance by the other Party of any provision hereunder will in no way affect the right of that Party thereafter to enforce the same, nor will it affect any other Party\u2019s right to enforce the same, or to enforce any of the other provisions in this Settlement Agreement; nor will the waiver by either Party of the breach of any provision hereof be taken or held to be a waiver of any prior or subsequent breach of such provision or as a waiver of the provision itself.", "references": ["Indemnifications", "Payments", "Agreements", "Change In Control", "Costs", "Confidentiality", "Amendments", "Brokers", "Forfeitures", "Modifications", "Submission To Jurisdiction", "Successors", "Severability", "Construction", "Approvals", "Jurisdictions", "Solvency", "Participations", "Cooperation", "Counterparts", "Indemnity", "Entire Agreements", "Miscellaneous", "Existence", "Compliance With Laws", "Death", "Titles", "Fees", "Closings", "Venues", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "As compensation for his services hereunder, during the Term the Company shall pay the Executive in accordance with its normal payroll practices, an annualized base salary of $611,820 (as may be adjusted in accordance with the terms hereof, \u201c Base Salary \u201d). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the Board (or a committee thereof) in its discretion; provided that, in the event of cost of living or similar across the board base salary increases for other executive staff members, Executive shall be eligible for the same or greater percentage of Base Salary increase.", "references": ["Tax Withholdings", "Fees", "Costs", "Taxes", "Applicable Laws", "No Waivers", "No Conflicts", "Entire Agreements", "Enforceability", "Litigations", "Effective Dates", "Expenses", "Construction", "Severability", "Financial Statements", "Brokers", "Consents", "Representations", "Subsidiaries", "Powers", "Existence", "Indemnifications", "Governing Laws", "Authorizations", "Defined Terms", "Indemnity", "Cooperation", "Positions", "Modifications", "Binding Effects", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or either Borrower or any of the Borrowers\u2019 respective Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.", "references": ["Insurances", "Anti-Corruption Laws", "Assignments", "Successors", "Adjustments", "Liens", "Tax Withholdings", "Brokers", "Headings", "Base Salary", "Representations", "Benefits", "Approvals", "Disclosures", "Effectiveness", "Waiver Of Jury Trials", "Effective Dates", "Solvency", "Forfeitures", "Sales", "Capitalization", "Books", "Consent To Jurisdiction", "Interests", "Organizations", "Arbitration", "Indemnity", "Publicity", "Defined Terms", "Enforceability", "Participations"], "gold": ["Participations"]}
+{"input": "The proceeds of the Pre-Export Loans shall be used solely to finance or refinance the exports by the Pre-Export Borrowers and Off-Shore SugarCo of the Goods.", "references": ["Waivers", "Existence", "Assignments", "Liens", "Agreements", "Organizations", "Anti-Corruption Laws", "Confidentiality", "Notices", "Interests", "Sanctions", "No Waivers", "Vesting", "Interpretations", "Subsidiaries", "Litigations", "Tax Withholdings", "Indemnity", "Successors", "Defined Terms", "Applicable Laws", "Expenses", "Enforcements", "Vacations", "Releases", "Participations", "Binding Effects", "Jurisdictions", "Intellectual Property", "Change In Control", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "All representations and warranties made in this Amendment or any other Loan Document shall survive the execution and delivery of this Amendment, and no investigation by the Administrative Agent or the Lenders shall affect the representations and warranties or the right of the Administrative Agent and the Lenders to rely upon them.", "references": ["Non-Disparagement", "Powers", "Confidentiality", "Submission To Jurisdiction", "Waivers", "Financial Statements", "Headings", "Authority", "Transactions With Affiliates", "Construction", "Integration", "Vacations", "Disability", "Employment", "Entire Agreements", "Fees", "No Waivers", "Notices", "Successors", "Specific Performance", "Governing Laws", "Closings", "Amendments", "Existence", "Indemnifications", "Approvals", "Adjustments", "Insurances", "Modifications", "Capitalization", "Warranties"], "gold": ["Warranties"]}
+{"input": "To the extent an Agent-Related Person is not reimbursed and indemnified by the Borrower, and without relieving the Borrower of its obligation to do so, the Lenders will reimburse and indemnify such Agent-Related Person in proportion to their respective \u201cpercentage\u201d as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Agent-Related Person in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from an Agent-Related Person\u2019s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).", "references": ["Jurisdictions", "Brokers", "Enforcements", "Authority", "Assignments", "Assigns", "Forfeitures", "Publicity", "Books", "Vesting", "Disclosures", "Erisa", "Modifications", "Terminations", "Existence", "Enforceability", "Fees", "Litigations", "Terms", "Death", "Waivers", "Definitions", "General", "Binding Effects", "Effectiveness", "Sales", "Duties", "Further Assurances", "Benefits", "Entire Agreements", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "As of the Closing Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents.\u00a0 No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 .\u00a0 All of the outstanding Equity Interests in the (a) Term Borrower have been validly issued, are fully paid and non-assessable and are owned by Intermediate Holdings and (b) Revolver Borrower have been validly issued, are fully paid and non-assessable and are owned by the Term Borrower, in each case, in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents.\u00a0 Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation.\u00a0 The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(vi) is a true and correct copy of each such document, each of which is valid and in full force and effect.", "references": ["Consent To Jurisdiction", "Miscellaneous", "Non-Disparagement", "Interests", "Approvals", "Definitions", "Arbitration", "Modifications", "Effectiveness", "Authorizations", "Tax Withholdings", "Binding Effects", "Applicable Laws", "Counterparts", "Costs", "Assignments", "Erisa", "Sales", "Solvency", "Notices", "Survival", "Enforceability", "Vesting", "Cooperation", "Brokers", "Vacations", "Disclosures", "Venues", "Amendments", "Specific Performance", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Administrative Agent and each Purchaser hereby waive the requirement pursuant to Section \u00a02.6(c) of the Existing Agreement wherein the Sellers must provide at least sixty (60)\u00a0days prior written notice to the Administrative Agent (on behalf of the Purchasers) of their desire to extend the Scheduled Termination Date.", "references": ["Warranties", "Applicable Laws", "Authority", "Miscellaneous", "Compliance With Laws", "Entire Agreements", "Disability", "Assignments", "Use Of Proceeds", "Vacations", "Survival", "Transactions With Affiliates", "Consents", "Modifications", "Headings", "Agreements", "Counterparts", "Assigns", "Duties", "Amendments", "Costs", "Publicity", "Governing Laws", "Interpretations", "Organizations", "Remedies", "Erisa", "Indemnifications", "Powers", "Titles", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed in various counterparts that together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a \u201cpdf\u201d or \u201ctif\u201d) shall be effective as delivery of a manually executed counterpart thereof.", "references": ["Remedies", "Existence", "Capitalization", "Submission To Jurisdiction", "Brokers", "Successors", "Consents", "Litigations", "Expenses", "Representations", "No Conflicts", "Forfeitures", "Non-Disparagement", "Approvals", "Venues", "Authority", "Disclosures", "Miscellaneous", "Governing Laws", "Assignments", "Publicity", "Interests", "Positions", "Consent To Jurisdiction", "Arbitration", "Jurisdictions", "Binding Effects", "Organizations", "Adjustments", "Vacations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company will pay you a base salary at the rate of four hundred fifty thousand dollars ($450,000) per year, payable in accordance with the regular payroll practices of the Company and subject to adjustment from time to time by Parent\u2019s Board of Directors (the \u201c Board \u201d) or its designee in its discretion (as adjusted from time to time, the \u201c Base Salary \u201d).", "references": ["Jurisdictions", "Assigns", "Approvals", "Governing Laws", "Forfeitures", "Construction", "Disclosures", "Survival", "Indemnity", "Assignments", "Subsidiaries", "Authority", "Submission To Jurisdiction", "Anti-Corruption Laws", "Brokers", "Sanctions", "Tax Withholdings", "Cooperation", "Waiver Of Jury Trials", "Existence", "Intellectual Property", "Confidentiality", "Taxes", "Compliance With Laws", "Expenses", "Qualifications", "Defined Terms", "Withholdings", "Specific Performance", "Erisa", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold the Indemnified Parties harmless from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property in violation of Environmental Law; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property in violation of Environmental Law; (c) any activity by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located in, under, on or above the Property; (d) any activity by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including any failure by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws with respect to the Property; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with the environmental condition of the Property; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including costs to investigate and assess such injury, destruction or loss; (i) any acts of Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances from the Property at any facility or incineration vessel containing such or similar Hazardous Substances; (j) any acts of Indemnitor, any Person affiliated with any Indemnitor, and any tenant or other user of the Property in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; and (k)\u00a0any misrepresentation or inaccuracy in any representation or warranty relating to the environmental condition of the Property or material breach or failure to perform any covenants or other obligations relating to the environmental condition of the Property pursuant to this Agreement or the Loan Agreement.", "references": ["Titles", "Tax Withholdings", "Disability", "Terminations", "Agreements", "Governing Laws", "No Defaults", "Terms", "Assignments", "Jurisdictions", "Liens", "Enforceability", "Confidentiality", "Indemnity", "Approvals", "Disclosures", "Erisa", "Participations", "Organizations", "Change In Control", "Interpretations", "Duties", "Integration", "No Conflicts", "Publicity", "Withholdings", "Use Of Proceeds", "Specific Performance", "Death", "Assigns", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Effective as of June\u00a019, 2018, pursuant to the 2018 Amended and Restated Partnership Agreement, there was created classes of Units designated as \u201cSeries A Exchangeable Preferred Units\u201d and \u201cSeries B Exchangeable Preferred Units,\u201d and effective as of September\u00a026, 2018 there is hereby created classes of Units designated as \u201cSeries C Exchangeable Preferred Units\u201d and \u201cSeries D Exchangeable Preferred Units,\u201d in each case with the designations, preferences and relative, participating, optional or other special rights, powers and duties as set forth in this Section \u00a04.09 and elsewhere in this Agreement.", "references": ["Sanctions", "Integration", "Benefits", "Subsidiaries", "Remedies", "Existence", "Vesting", "Interests", "Confidentiality", "Effective Dates", "Powers", "Governing Laws", "Enforcements", "Notices", "Duties", "Qualifications", "Headings", "Disclosures", "Cooperation", "Withholdings", "Indemnity", "Adjustments", "Anti-Corruption Laws", "Intellectual Property", "No Defaults", "Representations", "Authority", "Base Salary", "Closings", "Entire Agreements", "General"], "gold": ["General"]}
+{"input": "The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C)\u00a0in any manner that would result in the violation of\u00a0any Sanctions applicable to any party hereto.", "references": ["Miscellaneous", "Assigns", "Erisa", "Tax Withholdings", "Capitalization", "Positions", "Death", "Authority", "Construction", "Specific Performance", "Amendments", "Interests", "Warranties", "Sanctions", "Powers", "Financial Statements", "Cooperation", "Counterparts", "Duties", "Withholdings", "Governing Laws", "Applicable Laws", "Confidentiality", "Disclosures", "Defined Terms", "Indemnity", "Survival", "Representations", "Binding Effects", "Taxes", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Headings used herein are for convenience only and shall not in any way affect the construction of or be taken into consideration in interpreting this Agreement.", "references": ["Approvals", "Vacations", "Construction", "Vesting", "Survival", "Indemnifications", "Expenses", "Intellectual Property", "Amendments", "Arbitration", "Further Assurances", "Change In Control", "General", "Disability", "Sales", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Sanctions", "Duties", "Releases", "Liens", "Integration", "Benefits", "Modifications", "Effectiveness", "Disclosures", "Jurisdictions", "Financial Statements", "Venues", "No Waivers", "Headings"], "gold": ["Headings"]}
+{"input": "The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.", "references": ["Litigations", "Brokers", "Existence", "Agreements", "Fees", "Remedies", "Submission To Jurisdiction", "Warranties", "Death", "Titles", "Headings", "Capitalization", "Disability", "Assignments", "Authority", "Costs", "Powers", "Disclosures", "No Waivers", "Forfeitures", "Subsidiaries", "Confidentiality", "Authorizations", "Duties", "Anti-Corruption Laws", "Records", "Tax Withholdings", "Consents", "Miscellaneous", "Base Salary", "Survival"], "gold": ["Survival"]}
+{"input": "Each of the Parties hereby agrees to indemnify and hold harmless the other party and its officers, directors, employees, agents, counsel, consultants, and affiliates from and against any and all damages, losses, costs, liabilities, and expenses (including, without limitation, reasonable attorneys\u2019 fees) that they, or any of them, may incur by reason of the Party\u2019s failure to fulfill any of the terms and conditions of this Agreement or by reason of the Party\u2019s breach of any of his representations and warranties contained herein. This Agreement and the representations and warranties contained herein shall be binding upon the Parties\u2019 successors and assigns.", "references": ["Enforcements", "Construction", "Consent To Jurisdiction", "Authorizations", "Books", "Specific Performance", "Definitions", "Powers", "Interests", "Governing Laws", "No Defaults", "Severability", "Effective Dates", "Entire Agreements", "Death", "Consents", "Anti-Corruption Laws", "Applicable Laws", "Employment", "Successors", "Assigns", "Miscellaneous", "Warranties", "Agreements", "Participations", "Non-Disparagement", "Defined Terms", "Vesting", "Expenses", "Approvals", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "(a) (i)\u00a0(A) The Initial Term Loan Commitments shall automatically terminate upon the making of the Initial Term Loans on the Effective Date and (B)\u00a0the Other Term Loan Commitments of any Class\u00a0or Series shall automatically terminate upon the making of such Other Term Loans on the applicable Refinancing Effective Date provided in the relevant Refinancing Amendment.", "references": ["Integration", "Liens", "Submission To Jurisdiction", "Brokers", "Organizations", "Costs", "Waivers", "Sales", "Financial Statements", "Consents", "Defined Terms", "Specific Performance", "No Waivers", "Modifications", "Death", "Successors", "No Conflicts", "Insurances", "Venues", "No Defaults", "Confidentiality", "Terms", "Interpretations", "Construction", "Binding Effects", "Sanctions", "Entire Agreements", "Payments", "Severability", "Taxes", "Terminations"], "gold": ["Terminations"]}
+{"input": "The representations, warranties and covenants of the Company and the Investor contained herein shall survive the Closing and delivery of the Series E.", "references": ["Compliance With Laws", "Financial Statements", "Tax Withholdings", "Interpretations", "Publicity", "Warranties", "Duties", "Non-Disparagement", "Insurances", "Existence", "Interests", "Disability", "Costs", "No Conflicts", "Taxes", "Expenses", "Governing Laws", "Vacations", "Further Assurances", "Miscellaneous", "Amendments", "Withholdings", "Notices", "Cooperation", "Headings", "Construction", "Forfeitures", "Arbitration", "Remedies", "Organizations", "Survival"], "gold": ["Survival"]}
+{"input": "Any failure by Mortgagee to insist upon the strict performance by Mortgagor of any of the terms and provisions of this Mortgage shall not be deemed to be a waiver of any of the terms and provisions hereof, and Mortgagee, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by Mortgagor of any and all of the terms and provisions of this Mortgage to be performed by \u00a0 Mortgagor.", "references": ["Defined Terms", "Use Of Proceeds", "Assignments", "Terminations", "Representations", "Specific Performance", "Releases", "Participations", "Positions", "Assigns", "Vacations", "Non-Disparagement", "Disability", "Governing Laws", "Entire Agreements", "Titles", "Sanctions", "Waiver Of Jury Trials", "Notices", "Successors", "Expenses", "Warranties", "Miscellaneous", "Indemnity", "Transactions With Affiliates", "Erisa", "Closings", "Terms", "Withholdings", "Sales", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Employee agrees that the Employee will never make or publish any statement or communication which is false, negative, unflattering or disparaging with respect to the Company, Parent or any of their respective affiliates and/or any of their respective direct or indirect shareholders, officers, directors, members, managers, employees or agents. The foregoing shall not be violated by (i)\u00a0statements as required in response to legal proceedings or governmental investigations (including, without limitation, depositions in connection with such proceedings), and (ii)\u00a0statements made in the context of prosecuting or defending any legal dispute (whether or not litigation has commenced) as between the Employee on the one hand and the Company on the other.", "references": ["Terminations", "Costs", "Qualifications", "Indemnity", "Disclosures", "Consent To Jurisdiction", "Existence", "Expenses", "Publicity", "Brokers", "Tax Withholdings", "Indemnifications", "Confidentiality", "Entire Agreements", "Titles", "Authorizations", "Definitions", "Disability", "Jurisdictions", "Death", "Venues", "No Defaults", "Assigns", "Arbitration", "Governing Laws", "Miscellaneous", "Transactions With Affiliates", "Consents", "Solvency", "Authority", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Guarantor will not knowingly use, or permit any of its Subsidiaries to use, any funds derived from any activity that would violate Sanctions or any Anti-Corruption Laws to pay any of the obligations under the Revolving Loan Documents.", "references": ["Consents", "Liens", "Solvency", "Financial Statements", "Employment", "Waivers", "Titles", "Interests", "Submission To Jurisdiction", "Specific Performance", "Definitions", "Confidentiality", "Counterparts", "Transactions With Affiliates", "Organizations", "Governing Laws", "Participations", "Headings", "Miscellaneous", "Agreements", "Positions", "Non-Disparagement", "Intellectual Property", "Change In Control", "Taxes", "Books", "Compliance With Laws", "Authority", "Amendments", "Vesting", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) \u201c or \u201d is disjunctive but not exclusive, (b)\u00a0words in the singular include the plural, and in the plural include the singular, and (c)\u00a0the words \u201c hereof \u201d, \u201c herein \u201d, and \u201c hereunder \u201d and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.", "references": ["Confidentiality", "Severability", "Counterparts", "Interests", "Representations", "Waivers", "Applicable Laws", "Further Assurances", "Agreements", "Change In Control", "Disclosures", "Expenses", "No Waivers", "Anti-Corruption Laws", "Transactions With Affiliates", "Forfeitures", "Remedies", "Intellectual Property", "Solvency", "Adjustments", "Tax Withholdings", "Costs", "Liens", "Venues", "Jurisdictions", "Submission To Jurisdiction", "Modifications", "Litigations", "Use Of Proceeds", "Amendments", "Construction"], "gold": ["Construction"]}
+{"input": "This Amendment shall be construed in accordance with and governed by the law of the State of New\u00a0York. The provisions of Sections\u00a09.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.", "references": ["Terminations", "Forfeitures", "Compliance With Laws", "Indemnity", "Records", "Titles", "Definitions", "Releases", "Fees", "Venues", "General", "Subsidiaries", "Integration", "Remedies", "Benefits", "Counterparts", "Cooperation", "Effective Dates", "Use Of Proceeds", "Waiver Of Jury Trials", "Disability", "Powers", "Tax Withholdings", "Authorizations", "Miscellaneous", "Waivers", "Insurances", "Sanctions", "Terms", "Base Salary", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower has furnished to the Administrative Agent copies of (i)\u00a0(x) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal years ended December\u00a031, 2015 and December\u00a031, 2016 and (y)\u00a0the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter and the portion of the fiscal year ended September\u00a030, 2017, and (ii)\u00a0the related audited or unaudited, as applicable, consolidated statements of operations, shareholders\u2019 equity and cash flow for the fiscal years and fiscal quarter ended on such dates, with, in the case of such annual financial statements, the opinion thereon of Ernst\u00a0& Young LLP. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(y) above). None of the Parent, the Borrower or any of their respective Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or notes thereto pursuant to GAAP, except as referred to or reflected or provided for in said financial statements.", "references": ["Waivers", "Entire Agreements", "Titles", "Solvency", "Duties", "Adjustments", "Submission To Jurisdiction", "Consent To Jurisdiction", "Withholdings", "Further Assurances", "Intellectual Property", "Fees", "Litigations", "Change In Control", "Transactions With Affiliates", "Books", "Applicable Laws", "Indemnifications", "Governing Laws", "Base Salary", "General", "Interests", "Capitalization", "Liens", "Counterparts", "Severability", "Cooperation", "Enforceability", "Arbitration", "Employment", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "If an Eligible Employee receives a hardship distribution in accordance with Treas. Reg. \u00a7 1.401(k)-1(d)(3) from the Qualified Plan: (i) the Eligible Employee\u2019s deferral elections pursuant to Section 2(a) shall be immediately terminated; (ii) if the Eligible Employee receives the hardship distribution on or before June 30 of a calendar year, the Eligible Employee will not be eligible to recommence making Employee Deferrals with respect to Base Salary and Director Compensation until the following calendar year; and (iii) if the Eligible Employee receives the hardship distribution on or after July 1 of a calendar year, the Eligible Employee will not be eligible to recommence making Employee Deferrals with respect to Base Salary and Director Compensation until the second calendar year following the calendar year in which such hardship distribution was received; provided, however, the Eligible Employee may elect pursuant to Section 2(a) during the applicable annual open enrollment period with respect to the calendar year for which the Eligible Employee will be eligible to recommence making Employee Deferrals to defer Base Salary or Director Compensation for such calendar year.", "references": ["Publicity", "Subsidiaries", "Employment", "Books", "Indemnity", "Counterparts", "Anti-Corruption Laws", "No Waivers", "Change In Control", "Tax Withholdings", "Survival", "Severability", "No Conflicts", "Headings", "Enforcements", "Authority", "Costs", "Warranties", "Litigations", "Further Assurances", "Integration", "Successors", "Insurances", "Indemnifications", "Records", "Transactions With Affiliates", "Definitions", "Death", "Adjustments", "Consents", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The \u201c Effective Date \u201d of this Agreement will be the date the later of Seller and Purchaser has executed this Agreement, as indicated on the signature page(s) below.", "references": ["Tax Withholdings", "Taxes", "Sanctions", "Further Assurances", "Payments", "Applicable Laws", "Litigations", "Intellectual Property", "Severability", "Interpretations", "Erisa", "Books", "Notices", "Powers", "Anti-Corruption Laws", "Entire Agreements", "Consent To Jurisdiction", "Amendments", "Binding Effects", "Withholdings", "Existence", "Authorizations", "Agreements", "Releases", "Enforcements", "Qualifications", "Modifications", "Titles", "Subsidiaries", "Arbitration", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the \u201cSEC Documents\u201d). The Company has delivered to the Buyer true and complete copies of the SEC Documents or they have been publically available, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to November 14, 2012, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC\u2019s Electronic Data Gathering, Analysis, and Retrieval system (\u201cEDGAR\u201d) shall satisfy all delivery requirements of this Section 3(g).", "references": ["Publicity", "Employment", "Construction", "Transactions With Affiliates", "Existence", "Headings", "Vesting", "Definitions", "Approvals", "Capitalization", "Records", "Indemnifications", "Survival", "Payments", "Modifications", "Cooperation", "No Waivers", "Participations", "Disability", "Severability", "Sanctions", "Vacations", "Successors", "Interpretations", "Specific Performance", "Applicable Laws", "Subsidiaries", "Interests", "Brokers", "Disclosures", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Except as otherwise permitted by Section \u00a02.14 , all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x)\u00a0in the case of the Borrower, the Lenders, the LC Issuers or the Agent, at its address or facsimile number set forth on the signature pages hereof or, (y)\u00a0in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section \u00a09.20 . Each such notice, request or other communication shall be effective (i)\u00a0if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii)\u00a0if given by mail, three (3)\u00a0Business Days after such communication is deposited in the mail with first class postage prepaid, addressed as aforesaid, or (iii)\u00a0if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section; provided that, subject to Section \u00a02.14 , notices to the Agent under Article II shall not be effective until received.", "references": ["Headings", "Submission To Jurisdiction", "Brokers", "Venues", "Costs", "Binding Effects", "Employment", "Definitions", "Arbitration", "Approvals", "Remedies", "Withholdings", "Modifications", "Successors", "Subsidiaries", "Sanctions", "Books", "Expenses", "Tax Withholdings", "Defined Terms", "Enforcements", "Specific Performance", "Confidentiality", "Authority", "Compliance With Laws", "Titles", "Existence", "Forfeitures", "Assigns", "Counterparts", "Notices"], "gold": ["Notices"]}
+{"input": "The Grantee shall signify the Grantee\u2019s acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 13 above. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.", "references": ["Vesting", "Death", "Closings", "Amendments", "Disability", "Waiver Of Jury Trials", "Disclosures", "Successors", "Assignments", "Erisa", "Headings", "Defined Terms", "Severability", "Forfeitures", "Cooperation", "Interpretations", "Terms", "Brokers", "Terminations", "Transactions With Affiliates", "Change In Control", "Withholdings", "Warranties", "Indemnifications", "Modifications", "Adjustments", "Consents", "Insurances", "Sanctions", "Titles", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Seller will not change its name, identity or legal structure (within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have:\u00a0 (i) given the Purchaser at least ten (10) days\u2019 prior written notice thereof and (ii) delivered to the Purchaser all financing statements, instruments and other documents reasonably requested by the Purchaser in connection with such change or relocation.", "references": ["Vacations", "Defined Terms", "Publicity", "Duties", "Agreements", "Payments", "Jurisdictions", "Waiver Of Jury Trials", "Approvals", "Transactions With Affiliates", "Amendments", "Interpretations", "No Waivers", "Cooperation", "Qualifications", "Representations", "Applicable Laws", "Sanctions", "Interests", "Costs", "Withholdings", "Miscellaneous", "Sales", "Authority", "Releases", "Integration", "Authorizations", "Enforceability", "Headings", "Waivers", "Records"], "gold": ["Records"]}
+{"input": "NT Pharma shall, and shall cause each Subcontractor engaged pursuant to Section\u00a03.2 to, maintain complete and accurate books and records, in sufficient detail (and in good scientific manner appropriate for patent and regulatory purposes, when applicable) and for purposes of demonstrating compliance with the terms hereof, that fully and properly reflect all work done and results achieved with respect to development of Product (the completion of which is evidenced by the obtaining of Regulatory Approval) and maintenance of Regulatory Approval in each country within the Territory (the \u201c Product Records \u201d). NT Pharma shall retain all Product Records that it possesses or obtains through any arrangement with Subcontractors for a period of at least three (3)\u00a0years or for such longer period to the extent required by Applicable Law. During such period, upon the written request of Pfenex, the Product Records possessed by NT Pharma or obtained by NT Pharma through arrangements with Subcontractors shall be subject to inspection and audit by and at the expense of Pfenex no more than once in any Annual Period (or more frequently upon demonstration of reasonable cause). Such audits shall occur upon reasonable notice and during normal business hours by an independent auditor selected by Pfenex and confirmed by NT Pharma in advance, which confirmation shall not be unreasonably withheld or delayed. Pfenex shall treat all information received or subject to review under this Section\u00a03.3 as Confidential Information of NT Pharma in accordance with the provisions of Article VIII. Pfenex shall cause its independent auditor to enter into, before the commencement of the audit, a confidentiality agreement, in form and substance reasonably acceptable to NT Pharma, to maintain such records and information of NT Pharma in confidence in accordance with Article VIII and not use such records or information except to the extent permitted by this Agreement, including any enforcement of the provisions hereof.", "references": ["Consents", "Organizations", "Cooperation", "No Waivers", "Existence", "Liens", "Approvals", "Integration", "Sanctions", "Entire Agreements", "Consent To Jurisdiction", "Duties", "Amendments", "Waivers", "Jurisdictions", "Assigns", "Headings", "Severability", "Capitalization", "Benefits", "Powers", "Binding Effects", "Tax Withholdings", "Compliance With Laws", "Interests", "Venues", "Qualifications", "Vacations", "Death", "Representations", "Records"], "gold": ["Records"]}
+{"input": "Each Member and its assignees acknowledges and agrees that the information of the Corporation is confidential and, except in the course of performing any duties as necessary for the Corporation and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporation and its Affiliates and successors, learned by any Member heretofore or hereafter. This Section 7.13 shall not apply to (i) any information that has been made publicly available by the Corporation or any of its Affiliates, becomes public knowledge (except as a result of an act of any Member in violation of this Agreement) or is generally known to the business community, (ii) the disclosure of information to the extent necessary for a Member to prosecute or defend claims arising under or relating to this Agreement, and (iii) the disclosure of information to the extent necessary for a Member to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns. If a Member or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.13, the Corporation shall have the right and remedy to have the provisions of this Section 7.13 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporation or any of its Subsidiaries and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.", "references": ["Applicable Laws", "Representations", "No Waivers", "Expenses", "Agreements", "Intellectual Property", "Books", "Sales", "Use Of Proceeds", "Interests", "Records", "Disclosures", "Indemnifications", "Survival", "Amendments", "Terms", "Sanctions", "Miscellaneous", "Capitalization", "Successors", "Enforceability", "Venues", "General", "Positions", "Financial Statements", "No Defaults", "Vesting", "Fees", "Modifications", "Anti-Corruption Laws", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Company and Executive\u00a0\u00a0have previously executed an Indemnification Agreement dated November 14, 2016.", "references": ["Payments", "Costs", "Brokers", "Disclosures", "Closings", "Integration", "Duties", "Representations", "Books", "Capitalization", "Notices", "Applicable Laws", "Records", "Interpretations", "Consents", "Survival", "Powers", "Participations", "Terms", "Disability", "Vesting", "Severability", "Warranties", "Counterparts", "Employment", "Base Salary", "Modifications", "Effectiveness", "Jurisdictions", "Authorizations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement is binding upon and inures to the benefit of the Parties hereto, their respective executors, administrators, heirs, permitted assigns, and permitted successors in interest.", "references": ["Consents", "Vesting", "Specific Performance", "Erisa", "Indemnifications", "Adjustments", "Records", "Venues", "Duties", "Indemnity", "Subsidiaries", "Modifications", "Base Salary", "Submission To Jurisdiction", "Enforceability", "Taxes", "Waivers", "Liens", "Organizations", "Further Assurances", "Capitalization", "Enforcements", "Amendments", "Tax Withholdings", "Expenses", "Survival", "Financial Statements", "Participations", "Headings", "Terminations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Executive represents and warrants to the Company, and Executive acknowledges that the Company has relied on such representations and warranties in offering to employ Executive, that neither Executive's duties as an employee of the Company nor his performance of this Agreement will breach any other agreement to which Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by Executive prior to his employment by the Company. In addition, Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing Executive, that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate Executive's employment for Cause.", "references": ["Brokers", "Assignments", "Survival", "Confidentiality", "Existence", "Authority", "Anti-Corruption Laws", "Powers", "Amendments", "Costs", "No Conflicts", "Indemnifications", "Liens", "Miscellaneous", "Arbitration", "Positions", "Expenses", "Duties", "Compliance With Laws", "Modifications", "Benefits", "Indemnity", "Subsidiaries", "Defined Terms", "Books", "Further Assurances", "Disability", "Death", "Qualifications", "Solvency", "Representations"], "gold": ["Representations"]}
+{"input": "There are no actions, suits, investigations, proceedings, claims or disputes pending, or to the best knowledge of the Company or the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, against the Company, or its Subsidiaries or any of their respective properties (a)\u00a0which purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; (b)\u00a0which are existing on the Restatement Date, other than as disclosed on Schedule \u00a06.05(b) , provided , however , that none of the matters set forth on such Schedule \u00a06.05(b) , whether taken individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect or (c)\u00a0which arise after the Restatement Date, other than those which would not reasonably be expected to have a Material Adverse Effect. No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.", "references": ["Publicity", "Payments", "Vesting", "Authorizations", "Interests", "Confidentiality", "No Conflicts", "Sanctions", "Amendments", "Erisa", "Assigns", "Governing Laws", "Vacations", "Disability", "Modifications", "Closings", "Benefits", "Integration", "Enforcements", "Authority", "Titles", "Solvency", "Arbitration", "Agreements", "Insurances", "Costs", "Cooperation", "Warranties", "Venues", "Defined Terms", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Administrative Agent shall have received (i) the Historical Financial Statements, (ii) pro forma consolidated balance sheets and income statements of Parent and its Restricted Subsidiaries as at the Closing Date, reflecting the consummation of the Related Transactions, the related financings and the other transactions contemplated by the Credit Documents to occur on the Closing Date and (iii) the Projections.", "references": ["Payments", "Modifications", "Records", "Duties", "Death", "Publicity", "Warranties", "Change In Control", "Counterparts", "Participations", "No Conflicts", "Costs", "Cooperation", "Consents", "Interests", "General", "Tax Withholdings", "Books", "Governing Laws", "Arbitration", "Organizations", "Litigations", "Base Salary", "Headings", "Miscellaneous", "Powers", "Capitalization", "Further Assurances", "Applicable Laws", "No Waivers", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Borrower hereby agrees to indemnify, defend and hold Crestmark and its executive committees, parent affiliates, subsidiaries, agents, directors, officers, participants, employees, agents and their successors and assigns (collectively \"Indemnified Parties\") harmless against any and all liabilities of any kind, nature or description and damages whether they are direct, indirect or consequential, including attorney's fees and other professionals and experts incurred or suffered directly or indirectly by Indemnified Parties or asserted against Indemnified Parties by anyone whosoever, including Borrower or Guarantor, which arise out of the Loan Documents or the relationship and transaction between the Parties. This provision shall survive the termination of this Agreement.", "references": ["Liens", "Submission To Jurisdiction", "Defined Terms", "Subsidiaries", "Payments", "Successors", "No Conflicts", "Governing Laws", "Integration", "Powers", "Withholdings", "Sanctions", "Change In Control", "Survival", "Indemnity", "Participations", "No Defaults", "Interests", "Definitions", "Adjustments", "Financial Statements", "Assignments", "Miscellaneous", "Arbitration", "Disclosures", "Benefits", "Modifications", "Counterparts", "Qualifications", "Venues", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement and the other Credit Documents represent the agreement of the Borrower, the Guarantors, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Guarantors, any Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.", "references": ["Waivers", "Sanctions", "Disability", "Remedies", "Headings", "Counterparts", "Adjustments", "Solvency", "Warranties", "Books", "Enforceability", "Intellectual Property", "Anti-Corruption Laws", "Compliance With Laws", "Consents", "Representations", "Fees", "Definitions", "No Conflicts", "Vacations", "Qualifications", "Specific Performance", "Publicity", "Positions", "Modifications", "Closings", "Waiver Of Jury Trials", "Change In Control", "Taxes", "Employment", "Integration"], "gold": ["Integration"]}
+{"input": "The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has been notified in writing that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.", "references": ["Counterparts", "Further Assurances", "Definitions", "Defined Terms", "Capitalization", "Arbitration", "Liens", "Interests", "Indemnity", "No Defaults", "Successors", "Solvency", "Fees", "Applicable Laws", "Terms", "Non-Disparagement", "Closings", "Base Salary", "Change In Control", "Financial Statements", "Severability", "Waivers", "Disclosures", "Venues", "Costs", "Notices", "Assignments", "Cooperation", "Compliance With Laws", "Assigns", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflict of law.", "references": ["Vacations", "General", "Severability", "Withholdings", "Construction", "Use Of Proceeds", "Financial Statements", "Authority", "Brokers", "Indemnifications", "Specific Performance", "Adjustments", "No Defaults", "Submission To Jurisdiction", "Titles", "Vesting", "Disability", "Taxes", "Duties", "Entire Agreements", "Waiver Of Jury Trials", "Litigations", "Assigns", "Interpretations", "Books", "Terms", "Successors", "Publicity", "No Waivers", "Defined Terms", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Holder agrees that, except for the representations and warranties contained in Article III , the Company makes no other representations or warranties, and the Company hereby disclaims any other representations or warranties made by itself or any of its directors, officers employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, \u201c Representatives \u201d), with respect to the execution and delivery of this Agreement, notwithstanding the delivery or disclosure to any other party or any other party\u2019s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Company in this Agreement, each Holder agrees that none of the Company, its subsidiaries or any of their respective Representatives makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its subsidiaries or the future business, operations or affairs of the Company or any of its subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it with respect to the Company or any of its subsidiaries or the business, operations or affairs of the Company or any of its subsidiaries, except to the extent and as expressly covered by a representation and warranty made in this Agreement.", "references": ["Forfeitures", "Insurances", "Waiver Of Jury Trials", "Benefits", "Severability", "Books", "No Conflicts", "Indemnifications", "Further Assurances", "Vacations", "Cooperation", "Transactions With Affiliates", "Releases", "Miscellaneous", "Construction", "Vesting", "Consent To Jurisdiction", "Defined Terms", "Tax Withholdings", "Taxes", "Organizations", "Liens", "Specific Performance", "Disability", "Brokers", "Confidentiality", "Employment", "Amendments", "Expenses", "Integration", "Representations"], "gold": ["Representations"]}
+{"input": "This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that either party may assign this Agreement to an Affiliate or a third party acquiring all or substantially all of such party\u2019s business or assets to which the subject matter of this Agreement relates.", "references": ["Governing Laws", "Vesting", "Use Of Proceeds", "Counterparts", "Vacations", "Erisa", "Taxes", "Interpretations", "Adjustments", "Costs", "Notices", "Brokers", "Applicable Laws", "Death", "Payments", "Jurisdictions", "Effective Dates", "Records", "Definitions", "Books", "Submission To Jurisdiction", "Approvals", "Disability", "Indemnifications", "Change In Control", "Consents", "Severability", "Titles", "Terminations", "Insurances", "Assignments"], "gold": ["Assignments"]}
+{"input": "IndeLiving maintains insurance against all risks customarily insured against by companies in its industry. \u00a0All such policies are in full force and effect, and IndeLiving has not received any notice from any insurance company suspending, revoking, modifying or canceling (or threatening such action) any insurance policy issued to IndeLiving.", "references": ["Interests", "Venues", "Duties", "Titles", "Indemnifications", "Effectiveness", "Capitalization", "Authorizations", "Arbitration", "Vacations", "Headings", "No Conflicts", "Enforceability", "Non-Disparagement", "Intellectual Property", "Terms", "Severability", "Costs", "Authority", "Effective Dates", "Anti-Corruption Laws", "Disclosures", "Miscellaneous", "Transactions With Affiliates", "Use Of Proceeds", "Death", "Assigns", "Liens", "Tax Withholdings", "Agreements", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Administrative Agent and Lenders hereby designate that all notices, requests, instructions, directions and other communications provided for herein shall be provided in accordance with Section 13.02 of the Loan Agreement to the address specified on the signature pages hereto.", "references": ["Governing Laws", "Interpretations", "Warranties", "Representations", "Survival", "Transactions With Affiliates", "Miscellaneous", "Definitions", "Applicable Laws", "Litigations", "Assignments", "Cooperation", "Tax Withholdings", "Entire Agreements", "Disclosures", "Assigns", "Remedies", "Specific Performance", "Compliance With Laws", "Forfeitures", "Employment", "Organizations", "Venues", "Anti-Corruption Laws", "Adjustments", "Severability", "Fees", "Use Of Proceeds", "General", "Waiver Of Jury Trials", "Notices"], "gold": ["Notices"]}
+{"input": "Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time with no less than two (2)\u00a0Business Days prior written notice. Whenever any amount expressed to be due by the terms of this Certificate of Designations is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount due under this Certificate of Designations which is not paid within five (5)\u00a0Business Days of when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of fifteen\u00a0percent (15%) per annum from the date such amount was due until the same is paid in full (\u201c Late Charge \u201d).", "references": ["Severability", "Use Of Proceeds", "Interpretations", "Litigations", "Expenses", "Terms", "Confidentiality", "Existence", "Headings", "Warranties", "Releases", "Anti-Corruption Laws", "Books", "Subsidiaries", "Solvency", "Indemnifications", "Integration", "Arbitration", "Modifications", "Waivers", "Submission To Jurisdiction", "Enforcements", "Entire Agreements", "Disclosures", "Applicable Laws", "Assigns", "Further Assurances", "Financial Statements", "Jurisdictions", "Approvals", "Payments"], "gold": ["Payments"]}
+{"input": "For a period of five years after the Effective Date, Distributor shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than $1,000,000 for each occurrence and $2,000,000 in the aggregate with financially sound and reputable insurers. Upon Seller\u2019s request, Distributor shall provide Seller with a certificate of insurance and policy endorsements for all insurance coverage required by this Section 15 and shall not do anything to invalidate such insurance. The certificate of insurance shall name Seller as an additional insured. Distributor shall provide Seller with fifteen days\u2019 advance written notice in the event of a cancellation or material change in Seller\u2019s insurance policy. Except where prohibited by law, Distributor shall require its insurer to waive all rights of subrogation against Seller\u2019s insurers and Seller or the Indemnified Parties, and shall not do anything to invalidate such insurance.", "references": ["Definitions", "Further Assurances", "Employment", "Entire Agreements", "Remedies", "Effective Dates", "Survival", "Organizations", "Applicable Laws", "Payments", "Modifications", "Indemnity", "Death", "Defined Terms", "Tax Withholdings", "Anti-Corruption Laws", "Agreements", "Sanctions", "Amendments", "Counterparts", "Records", "Vesting", "Construction", "Publicity", "Vacations", "Sales", "Binding Effects", "Enforcements", "Solvency", "Governing Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "Employee understands that this Agreement shall be null and void if not executed by Employee within the twenty-one (21) day period set forth under paragraph 5 above.", "references": ["Death", "Costs", "Survival", "Use Of Proceeds", "Amendments", "Submission To Jurisdiction", "Powers", "Sales", "Jurisdictions", "Erisa", "No Waivers", "Assigns", "Payments", "Adjustments", "Records", "Waiver Of Jury Trials", "Benefits", "Waivers", "Consents", "Qualifications", "Organizations", "Definitions", "Confidentiality", "Books", "Indemnifications", "Tax Withholdings", "Entire Agreements", "Solvency", "Sanctions", "Change In Control", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The terms of this Second Restatement Agreement shall be binding upon, and shall inure for the benefit of, the parties hereto and their respective successors and assigns.", "references": ["Closings", "Death", "Forfeitures", "General", "Terms", "Survival", "Titles", "Agreements", "Further Assurances", "Warranties", "Severability", "No Waivers", "Applicable Laws", "Financial Statements", "Amendments", "Existence", "Withholdings", "Effectiveness", "Notices", "Submission To Jurisdiction", "Intellectual Property", "Consents", "Transactions With Affiliates", "Modifications", "Payments", "Waivers", "Releases", "Vesting", "Sanctions", "Representations", "Successors"], "gold": ["Successors"]}
+{"input": "At all times when there is a Lender other than (including in addition to) Massachusetts Mutual Life Insurance Company under this Agreement, the Lenders shall be deemed to appoint and authorize the Administrative Agent to act for all purposes as their agent hereunder and under the other Loan Documents. The provisions of this Article 13 shall not apply at any time when there is only one Lender.", "references": ["Miscellaneous", "Terms", "Tax Withholdings", "Effectiveness", "Expenses", "Authorizations", "Representations", "Publicity", "Binding Effects", "Vacations", "Non-Disparagement", "Use Of Proceeds", "Definitions", "Severability", "Confidentiality", "Intellectual Property", "Waivers", "Employment", "Governing Laws", "Releases", "Entire Agreements", "Submission To Jurisdiction", "Successors", "Counterparts", "Cooperation", "Duties", "Venues", "Indemnifications", "Terminations", "Sales", "Powers"], "gold": ["Powers"]}
+{"input": "GUARANTORS AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY LENDER OR GUARANTORS ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. LENDER AND GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY, AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, LENDER AND GUARANTORS WAIVE ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. GUARANTORS ACKNOWLEDGE AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THAT LENDER WOULD NOT PURCHASE THE DEBENTURES IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS GUARANTY.", "references": ["Non-Disparagement", "Further Assurances", "Financial Statements", "Employment", "Survival", "Entire Agreements", "Consents", "Miscellaneous", "Taxes", "Counterparts", "Amendments", "Cooperation", "Severability", "Erisa", "Indemnity", "Participations", "Vacations", "Disability", "Effectiveness", "Death", "Authorizations", "Binding Effects", "Enforceability", "Base Salary", "Headings", "Intellectual Property", "Closings", "Fees", "Sanctions", "Definitions", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of Section\u00a0409A as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A and makes no undertaking to prevent Section 409A from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section\u00a0409A.", "references": ["Change In Control", "Authorizations", "Binding Effects", "Compliance With Laws", "Publicity", "Submission To Jurisdiction", "Insurances", "Payments", "Use Of Proceeds", "Enforceability", "Participations", "Vesting", "Defined Terms", "Fees", "Disclosures", "Agreements", "Warranties", "Employment", "Indemnifications", "General", "Records", "Miscellaneous", "Positions", "Transactions With Affiliates", "No Waivers", "Modifications", "Tax Withholdings", "Further Assurances", "Non-Disparagement", "Interests", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and their respective heirs, executors, administrators, legal representatives, suc cessors and assigns.", "references": ["Expenses", "Liens", "Enforceability", "Amendments", "Miscellaneous", "Transactions With Affiliates", "Cooperation", "Survival", "Entire Agreements", "Vesting", "Positions", "Non-Disparagement", "Counterparts", "Disclosures", "Authorizations", "Releases", "No Waivers", "Death", "Fees", "Construction", "Qualifications", "Headings", "Closings", "Representations", "Brokers", "Change In Control", "Vacations", "Waivers", "Definitions", "Enforcements", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Except as set forth on Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \" Action \") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.\u00a0 Except as set forth on Schedule 3.1(j) , neither the Company nor any Subsidiary, nor any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.\u00a0 Except as set forth on Schedule 3.1(j) , there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.\u00a0 The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Arbitration", "Amendments", "Organizations", "Warranties", "Powers", "Payments", "Financial Statements", "Waivers", "Erisa", "Compliance With Laws", "Titles", "Sanctions", "Authorizations", "Participations", "Modifications", "Further Assurances", "Indemnifications", "No Defaults", "Interests", "Consents", "General", "Insurances", "Remedies", "Withholdings", "Survival", "Headings", "Cooperation", "Costs", "Jurisdictions", "No Conflicts", "Litigations"], "gold": ["Litigations"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Erisa", "Subsidiaries", "Remedies", "Indemnifications", "Brokers", "Duties", "Waivers", "Indemnity", "Adjustments", "Agreements", "Cooperation", "Submission To Jurisdiction", "Records", "Further Assurances", "Counterparts", "Costs", "Employment", "No Waivers", "Non-Disparagement", "Insurances", "Tax Withholdings", "Effectiveness", "Titles", "General", "Withholdings", "Miscellaneous", "Fees", "Disability", "Vacations", "Disclosures", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The headings used herein are for the convenience of reference only, do not constitute part of this Transition Agreement and shall not be deemed to limit or otherwise affect any of the provisions of this Transition Agreement.", "references": ["Capitalization", "Terms", "Adjustments", "Vacations", "Erisa", "Remedies", "Notices", "Venues", "Publicity", "Terminations", "Amendments", "Disability", "Interests", "No Waivers", "Integration", "Interpretations", "Warranties", "Intellectual Property", "Benefits", "Authority", "Existence", "Indemnifications", "Applicable Laws", "Closings", "Forfeitures", "Organizations", "Costs", "Effective Dates", "Tax Withholdings", "Cooperation", "Headings"], "gold": ["Headings"]}
+{"input": "Create or suffer to exist any Lien upon property constituting Collateral, other than Permitted Liens.", "references": ["Counterparts", "Specific Performance", "Sales", "Survival", "Integration", "Entire Agreements", "Organizations", "Terminations", "Costs", "Waivers", "Governing Laws", "Payments", "Forfeitures", "Applicable Laws", "Severability", "Benefits", "Remedies", "Closings", "Representations", "Consents", "Assignments", "Modifications", "Waiver Of Jury Trials", "Death", "Use Of Proceeds", "No Conflicts", "Vacations", "Books", "Interests", "Enforcements", "Liens"], "gold": ["Liens"]}
+{"input": "If one or more of the provisions of the Award Agreement is invalidated for any reason by a court of competent jurisdiction, the invalidated provisions shall be deemed to be separable from the other provisions of the Award Agreement, and the remaining provisions of the Award Agreement will continue to be valid and fully enforceable.", "references": ["Brokers", "Benefits", "Disclosures", "Defined Terms", "Assigns", "Jurisdictions", "Approvals", "Expenses", "Binding Effects", "Change In Control", "Intellectual Property", "Withholdings", "Positions", "Fees", "Waiver Of Jury Trials", "Venues", "Enforceability", "General", "Integration", "Survival", "Publicity", "Representations", "Definitions", "Solvency", "Adjustments", "No Defaults", "Governing Laws", "Miscellaneous", "Consents", "Tax Withholdings", "Severability"], "gold": ["Severability"]}
+{"input": "The Company shall deliver to the Administrative Agent, audited annual financial statements and unaudited quarterly financial statements of the Company within 15 days after it is required to file the same with the SEC pursuant to Section\u00a013 or Section\u00a015(d) of the Exchange Act, after giving effect to any extensions (or, if it is not required to file annual financial statements or unaudited quarterly financial statements with the SEC pursuant to Section\u00a013 or Section\u00a015(d) of the Exchange Act, then within 15 days after it would be required to file the same with the SEC pursuant to Section\u00a013 or Section\u00a015(d) of the Exchange Act, after giving effect to any extensions, if it had a security listed and registered on a national securities exchange) (and, for the avoidance of doubt, no such unaudited quarterly financial statements shall be required to be delivered with respect to the last fiscal quarter of any fiscal year); provided , that such financial statements shall be deemed to be delivered upon the filing with the SEC of its Form 10-K or Form 10-Q for the relevant fiscal period; provided , further , that any restatement of previously delivered (or deemed delivered) financial statements shall not constitute a breach or violation of this Section\u00a06.1.", "references": ["Liens", "Tax Withholdings", "Closings", "Capitalization", "Solvency", "Withholdings", "Existence", "Interpretations", "Organizations", "Construction", "Counterparts", "Waivers", "Integration", "Taxes", "Waiver Of Jury Trials", "Miscellaneous", "Costs", "Severability", "No Waivers", "Disclosures", "Enforcements", "Records", "Terminations", "Submission To Jurisdiction", "Enforceability", "Forfeitures", "Adjustments", "Qualifications", "Indemnity", "Confidentiality", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY A PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 5.12 AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL CONSIDERATION FOR THE OTHER PARTY EXECUTING THIS AGREEMENT.", "references": ["Enforceability", "Positions", "Miscellaneous", "Jurisdictions", "Disability", "Interests", "Construction", "Existence", "Entire Agreements", "Indemnity", "Effective Dates", "Submission To Jurisdiction", "Payments", "Benefits", "Counterparts", "Defined Terms", "Records", "Representations", "Brokers", "Venues", "Non-Disparagement", "No Defaults", "Fees", "Amendments", "No Waivers", "Approvals", "Headings", "Employment", "Participations", "Effectiveness", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Purchaser, severally and not jointly with the other Purchasers, covenants that it will not use the Securities for the purpose of covering a short position in the Common Stock that existed as of the date hereof. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company\u2019s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (a) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (b) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities Laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (c) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser\u2019s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.", "references": ["Authorizations", "Entire Agreements", "Remedies", "Use Of Proceeds", "Insurances", "Waivers", "Miscellaneous", "Counterparts", "Disability", "Death", "Closings", "Indemnity", "Notices", "Existence", "Sanctions", "Financial Statements", "Releases", "Erisa", "Consents", "Interpretations", "General", "Compliance With Laws", "Intellectual Property", "No Defaults", "Representations", "Defined Terms", "Definitions", "Positions", "Participations", "Taxes", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "For purposes of this Section\u00a010.13, the term \u201c applicable law \u201d includes FATCA.", "references": ["Records", "Indemnity", "Submission To Jurisdiction", "Withholdings", "Capitalization", "Authorizations", "Titles", "Cooperation", "Notices", "Waivers", "Vesting", "Effective Dates", "Benefits", "Remedies", "Authority", "Intellectual Property", "Publicity", "Taxes", "Waiver Of Jury Trials", "Counterparts", "Forfeitures", "Modifications", "Jurisdictions", "Closings", "Sales", "Employment", "Interpretations", "Death", "Entire Agreements", "Applicable Laws", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "As of the date hereof, the authorized common stock of the Company consists of 1,000,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 209,150,000 shares are issued and outstanding; and 995,689,655 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.", "references": ["Death", "Titles", "Sanctions", "Amendments", "Compliance With Laws", "Waivers", "Indemnifications", "Records", "Counterparts", "Powers", "Applicable Laws", "Solvency", "Interests", "Fees", "Disclosures", "Terms", "Approvals", "Cooperation", "Terminations", "Releases", "Definitions", "Interpretations", "Effectiveness", "Assignments", "Costs", "Enforcements", "Integration", "Warranties", "Anti-Corruption Laws", "Notices", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $2,574,000 of Shares and Warrants. Each Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for \u201cDelivery Versus Payment\u201d settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree, and the Closing may been undertaken by remote exchange of Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via \u201cDelivery Versus Payment\u201d (\u201c DVP \u201d) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers\u2019 names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).", "references": ["Enforcements", "Notices", "Change In Control", "Base Salary", "Disclosures", "Governing Laws", "Liens", "Integration", "Confidentiality", "Amendments", "Sanctions", "General", "Survival", "Successors", "Non-Disparagement", "Indemnifications", "Positions", "Use Of Proceeds", "Consents", "Fees", "Terminations", "Transactions With Affiliates", "Benefits", "Approvals", "Entire Agreements", "Brokers", "Applicable Laws", "No Conflicts", "Costs", "Titles", "Closings"], "gold": ["Closings"]}
+{"input": "Executive shall continue to be entitled to at least four weeks paid vacation per year. Vacation shall accrue pursuant to the Company\u2019s vacation benefit policies.", "references": ["Withholdings", "Venues", "Definitions", "Remedies", "Warranties", "Use Of Proceeds", "Disability", "No Waivers", "Enforcements", "General", "Consents", "Transactions With Affiliates", "Indemnifications", "Expenses", "Integration", "Powers", "Death", "Anti-Corruption Laws", "Subsidiaries", "Disclosures", "Litigations", "Approvals", "Change In Control", "Arbitration", "Existence", "Authority", "Participations", "Survival", "Financial Statements", "Employment", "Vacations"], "gold": ["Vacations"]}
+{"input": "Assign or transfer any of Borrowers\u2019 interest in any and all Permits and warranties pertaining to any Property, or assign, transfer or remove or permit any other Person to assign, transfer or remove any records pertaining to any Property and the location of any such records at any Property or the office of any Borrower.", "references": ["Jurisdictions", "Indemnifications", "Records", "Payments", "Solvency", "Consent To Jurisdiction", "Liens", "Books", "Duties", "Vesting", "Tax Withholdings", "Terms", "Releases", "Waiver Of Jury Trials", "Financial Statements", "Further Assurances", "Intellectual Property", "Publicity", "Closings", "Use Of Proceeds", "Severability", "No Conflicts", "Death", "Enforceability", "Compliance With Laws", "Qualifications", "Agreements", "Employment", "Applicable Laws", "Miscellaneous", "Warranties"], "gold": ["Warranties"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the consummation of the Transactions and the other transactions contemplated hereby (i)\u00a0do not conflict with or contravene or result in any breach of (a)\u00a0any applicable material law, (b)\u00a0such Loan Party\u2019s charter, by-laws or other organizational documents, (c)\u00a0any material contractual restriction binding on or affecting such Loan Party or any of its subsidiaries (except for such conflicts, contraventions or breaches that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect) or (d)\u00a0any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or any of its subsidiaries is subject, and (ii)\u00a0will not result in the creation or imposition of any Lien on any asset of any of the Loan Parties, except Liens permitted by the Loan Documents.", "references": ["Use Of Proceeds", "Representations", "Terms", "Headings", "Liens", "Authority", "Positions", "Applicable Laws", "Sanctions", "Organizations", "Specific Performance", "Amendments", "Compliance With Laws", "Entire Agreements", "Consents", "Enforceability", "Disclosures", "Waiver Of Jury Trials", "Adjustments", "Anti-Corruption Laws", "Submission To Jurisdiction", "Death", "Terminations", "Governing Laws", "Fees", "Agreements", "Payments", "Releases", "Publicity", "Enforcements", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section \u00a06.03 . Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.", "references": ["Interpretations", "Indemnity", "Entire Agreements", "Miscellaneous", "Sanctions", "Effectiveness", "Erisa", "No Conflicts", "Headings", "Titles", "Tax Withholdings", "Definitions", "Severability", "Subsidiaries", "Indemnifications", "Assigns", "Enforceability", "Vacations", "Change In Control", "Terminations", "Solvency", "Financial Statements", "Non-Disparagement", "Benefits", "Consents", "Anti-Corruption Laws", "Interests", "Waiver Of Jury Trials", "Books", "Terms", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "There is no Action pending or, to Seller\u2019s Knowledge, threatened, before any Governmental Authority, and there is no Action of any Governmental Authority pending or, to Seller\u2019s Knowledge, threatened, that affects or, if successful, could reasonably be expected to be adverse to Seller, the Business, the Product or the Purchased Assets or that, if successful, could reasonably be expected to result in restraining, enjoining or otherwise preventing the completion by Seller or SPV of the Contemplated Transactions, nor, to Seller\u2019s Knowledge, are there any facts, circumstances or conditions on which any such Action could reasonably be expected to be brought in the future. There is no outstanding Order of any Governmental Authority against Seller or SPV arising out of or relating to the Business, the Product or the Purchased Assets or that could adversely affect the condition (financial or otherwise), operations or prospects of Seller or SPV or the Business or delay the ability of Seller or SPV to perform its obligations hereunder or under any Related Document, as applicable.", "references": ["Costs", "Assigns", "Liens", "Amendments", "Miscellaneous", "Counterparts", "Solvency", "Payments", "Agreements", "Fees", "Duties", "No Defaults", "Adjustments", "Change In Control", "Governing Laws", "Indemnity", "No Conflicts", "Headings", "Anti-Corruption Laws", "No Waivers", "Insurances", "Compliance With Laws", "Benefits", "Interpretations", "Records", "General", "Terminations", "Erisa", "Definitions", "Titles", "Litigations"], "gold": ["Litigations"]}
+{"input": "If the Executive\u2019s employment terminates pursuant to Section 6(a) [Death], (i) the Executive\u2019s designated beneficiary or the Executive\u2019s estate shall be entitled to receive only the salary, expense reimbursements, benefits and accrued vacation earned by the Executive pursuant to Section 4 through the date of the Executive\u2019s death; (ii) at the time payable under the applicable Company bonus plan, an annual bonus shall be paid to the Executive\u2019s designated beneficiary or the Executive\u2019s estate for the fiscal year of the Executive\u2019s death based on the annual bonus that the Executive would have earned under the Company\u2019s bonus plan for such fiscal year had the Executive not died, contingent on the relevant annual bonus plan performance goals for said year having been obtained, capped at 100% of the Executive\u2019s target bonus for such fiscal year and pro-rated for the number of days the Executive is employed during such fiscal year until the Executive\u2019s death; (iii) any restricted stock granted to the Executive by the Company on or after January 22, 2014 and at least 12 months before the date of the Executive\u2019s death, and which remains unvested as of the date of the Executive\u2019s death shall become fully vested as of such date of death and any restricted stock granted to the Executive by the Company prior to January 22, 2014 or within the 12-month period ending on the date of the Executive\u2019s death that remains unvested as of the date of the Executive\u2019s death shall automatically be forfeited and the Executive shall have no further rights with respect to such restricted stock; and (iv) the Company shall waive any reacquisition or repayment rights for dividends paid on restricted stock prior to the Executive\u2019s death.", "references": ["Consents", "Participations", "Adjustments", "Taxes", "Books", "Successors", "Releases", "Terminations", "Agreements", "Remedies", "Warranties", "Venues", "Representations", "Capitalization", "Interests", "Waiver Of Jury Trials", "Counterparts", "Insurances", "Interpretations", "No Waivers", "Litigations", "Authorizations", "Waivers", "Change In Control", "Tax Withholdings", "Brokers", "Notices", "Disability", "Closings", "Expenses", "Death"], "gold": ["Death"]}
+{"input": "In the event of the Participant\u2019s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.", "references": ["Tax Withholdings", "Construction", "Subsidiaries", "Governing Laws", "Terms", "Transactions With Affiliates", "Arbitration", "Indemnity", "Approvals", "Integration", "Duties", "Organizations", "General", "Successors", "Solvency", "Representations", "Cooperation", "Sanctions", "Submission To Jurisdiction", "Intellectual Property", "Jurisdictions", "Remedies", "Expenses", "No Conflicts", "Death", "Employment", "Liens", "Enforcements", "Binding Effects", "Payments", "Disability"], "gold": ["Disability"]}
+{"input": "This Agreement constitutes a valid and binding agreement of each Borrower and each other Loan Document, when executed and delivered in accordance with this Agreement, will constitute a valid and binding obligation of such Borrower, in each case enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors\u2019 rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).", "references": ["Payments", "Defined Terms", "Releases", "Transactions With Affiliates", "Participations", "Assigns", "Specific Performance", "Use Of Proceeds", "Interpretations", "Effective Dates", "Jurisdictions", "Arbitration", "Waiver Of Jury Trials", "Solvency", "Disclosures", "Benefits", "Financial Statements", "Records", "Litigations", "Qualifications", "Terms", "No Defaults", "Interests", "Successors", "Publicity", "Waivers", "Integration", "Books", "Indemnifications", "Remedies", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The headings of various articles and sections in the Plan are solely for convenience and are shall not be relied upon in construing any provisions.", "references": ["Notices", "Amendments", "Use Of Proceeds", "Positions", "No Defaults", "Remedies", "Approvals", "Adjustments", "Survival", "Consents", "Confidentiality", "Waiver Of Jury Trials", "No Waivers", "Existence", "Venues", "Qualifications", "Powers", "Books", "Enforceability", "Integration", "Compliance With Laws", "Death", "Expenses", "Subsidiaries", "Severability", "Intellectual Property", "Withholdings", "No Conflicts", "Tax Withholdings", "Terms", "Headings"], "gold": ["Headings"]}
+{"input": "The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Consent and the transactions contemplated hereby.", "references": ["Books", "Governing Laws", "Organizations", "Construction", "Survival", "Authority", "Sales", "Jurisdictions", "Positions", "Specific Performance", "Solvency", "No Conflicts", "Successors", "Tax Withholdings", "Integration", "Severability", "Qualifications", "Litigations", "Interests", "Assignments", "Employment", "Assigns", "Powers", "Brokers", "Change In Control", "Remedies", "Notices", "Releases", "Consents", "Amendments", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This section of the Agreement is a release of legal claims. Please carefully review this section with your attorney, or other trusted advisor, and do not sign this document unless you understand what this section says.", "references": ["Costs", "No Conflicts", "Books", "Capitalization", "Amendments", "Defined Terms", "Waiver Of Jury Trials", "Participations", "Vacations", "Withholdings", "Employment", "Forfeitures", "Indemnity", "Agreements", "Notices", "Terminations", "Brokers", "Existence", "Enforcements", "Publicity", "Expenses", "Modifications", "Anti-Corruption Laws", "Benefits", "Disability", "Death", "Authority", "Non-Disparagement", "Disclosures", "Organizations", "Releases"], "gold": ["Releases"]}
+{"input": "At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of the other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.", "references": ["Integration", "Waiver Of Jury Trials", "Participations", "Definitions", "Binding Effects", "Survival", "Duties", "Consent To Jurisdiction", "Qualifications", "Expenses", "Submission To Jurisdiction", "General", "Employment", "Amendments", "Successors", "Effective Dates", "Releases", "Interests", "Interpretations", "Costs", "Enforceability", "Forfeitures", "Representations", "Adjustments", "Transactions With Affiliates", "Cooperation", "Insurances", "Intellectual Property", "Warranties", "Indemnity", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement may be terminated at any time prior to the Closing Date by mutual written consent of the Buyer and the Seller. In the event of a termination of this Agreement pursuant to this Section, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers, stockholders or members except that nothing herein shall relieve any party from liability for any breach hereof occurring prior to termination. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Seller Acquisition is consummated.", "references": ["Withholdings", "Warranties", "Assigns", "Qualifications", "No Waivers", "Financial Statements", "Taxes", "Disability", "Organizations", "Interpretations", "Non-Disparagement", "Titles", "Transactions With Affiliates", "Governing Laws", "Positions", "Insurances", "Liens", "No Conflicts", "Base Salary", "Death", "Disclosures", "Cooperation", "Integration", "Brokers", "Costs", "Submission To Jurisdiction", "Enforceability", "Sales", "Participations", "Adjustments", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company shall pay the Consultant the rate for the Services provided hereunder (the \"Compensation\").", "references": ["Liens", "Insurances", "Sanctions", "Waiver Of Jury Trials", "No Conflicts", "Cooperation", "Tax Withholdings", "Disability", "Binding Effects", "Benefits", "Death", "Governing Laws", "Employment", "Consents", "Notices", "Brokers", "Adjustments", "Base Salary", "Counterparts", "Forfeitures", "Further Assurances", "Confidentiality", "Titles", "Specific Performance", "Solvency", "Interpretations", "Agreements", "Effectiveness", "Construction", "Powers", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each Borrower will, at its cost and expense, execute or cause its Subsidiaries to execute any and all further documents, agreements and instruments, and take all further action that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents.", "references": ["Approvals", "Indemnifications", "Successors", "Headings", "Transactions With Affiliates", "Participations", "Consent To Jurisdiction", "Survival", "Brokers", "Tax Withholdings", "Consents", "Releases", "Governing Laws", "Submission To Jurisdiction", "Entire Agreements", "Venues", "Books", "Vacations", "Fees", "Integration", "Miscellaneous", "Confidentiality", "Amendments", "Disability", "Notices", "No Waivers", "Existence", "Disclosures", "Benefits", "Applicable Laws", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) hereof), (iv) such actions as may be required by Laws affecting the offering and sale of securities, (v) such actions as may be required by applicable foreign\u00a0\u00a0 Laws\u00a0\u00a0 affecting\u00a0\u00a0 the\u00a0 pledge\u00a0\u00a0 of\u00a0 the\u00a0 Pledged\u00a0\u00a0 Equity\u00a0\u00a0 of\u00a0\u00a0 Foreign\u00a0\u00a0 Subsidiaries\u00a0 and (vi) consents, authorizations, filings or other actions which have been obtained or made,\u00a0 no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required for (A) the grant by such Obligor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by such Obligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice\u00a0 with the\u00a0 United\u00a0 States Patent and Trademark Office or the United States Copyright Office) or (C) the exercise by the Administrative Agent or the holders of the Secured Obligations of the rights and remedies provided for in this Agreement.", "references": ["Specific Performance", "Withholdings", "Arbitration", "Submission To Jurisdiction", "Governing Laws", "Approvals", "Participations", "Existence", "Solvency", "Positions", "Assigns", "Adjustments", "Headings", "Use Of Proceeds", "Benefits", "Indemnity", "Waiver Of Jury Trials", "Base Salary", "Anti-Corruption Laws", "Modifications", "Subsidiaries", "Tax Withholdings", "No Waivers", "Non-Disparagement", "Interests", "Assignments", "Waivers", "Agreements", "Authority", "Financial Statements", "Consents"], "gold": ["Consents"]}
+{"input": "Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, as amended hereby.", "references": ["Remedies", "No Conflicts", "Death", "No Waivers", "Enforcements", "Forfeitures", "Enforceability", "Existence", "Consent To Jurisdiction", "Records", "Approvals", "Transactions With Affiliates", "Use Of Proceeds", "Representations", "Indemnity", "General", "Sales", "Venues", "Organizations", "Effectiveness", "Jurisdictions", "Successors", "Cooperation", "Applicable Laws", "Modifications", "Confidentiality", "Non-Disparagement", "Disability", "Benefits", "Qualifications", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Company has no subsidiaries except for its international subsidiaries, Harvard Apparatus Regenerative Technology GmbH, a German company, Harvard Apparatus Regenerative Technology AB, a Swedish company and Harvard Apparatus Regenerative Technology Limited, a company organized under the laws of the United Kingdom, which are not individually or in the aggregate material to the business or operations of the Company.", "references": ["Participations", "Transactions With Affiliates", "Agreements", "Binding Effects", "Further Assurances", "Organizations", "Indemnity", "Effectiveness", "Withholdings", "Qualifications", "Warranties", "Insurances", "Intellectual Property", "Change In Control", "Modifications", "Definitions", "Taxes", "Effective Dates", "Waiver Of Jury Trials", "Notices", "Records", "Publicity", "Consents", "Integration", "Consent To Jurisdiction", "Vacations", "Positions", "Disclosures", "Approvals", "Confidentiality", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Obligors shall jointly and severally reimburse and indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Lead Borrower by a Lender shall be conclusive absent manifest error.", "references": ["Headings", "Defined Terms", "No Conflicts", "Closings", "Construction", "Change In Control", "Remedies", "Financial Statements", "Cooperation", "Notices", "Qualifications", "Further Assurances", "Terms", "Compliance With Laws", "Authority", "Organizations", "Adjustments", "Enforceability", "Severability", "Assigns", "Governing Laws", "Consents", "Enforcements", "Agreements", "Specific Performance", "Submission To Jurisdiction", "No Waivers", "No Defaults", "Indemnity", "Solvency", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The execution and delivery by Borrower of this Agreement and by each Credit Party of all of the other Financing Agreements to which any Credit Party is a party and the performance of its obligations hereunder and thereunder are not in contravention of any material law, rule or regulation, including, without limitation, Healthcare Laws. Each Credit Party and, to the Borrower\u2019s knowledge, the Operating Company and Hospital District, as applicable, has all licenses, authorizations, approvals and permits necessary in connection with the operation of its business (including, without limitation, all certificates needed for the Operating Company or the Hospital District, as applicable, to participate in the Medicare and Medicaid programs). The Facility is operated as a skilled nursing facility and its licensed unit capacity is as set forth on Schedule 7.15 . The licenses, authorizations, permits and other approvals listed on Schedule 7.15 constitute all the licenses, authorizations, permits and other approvals required by the Operating Company or the Hospital District, as applicable, to operate the Facility at such licensed bed capacities. Each Credit Party and, to the Borrower\u2019s knowledge, the Operating Company and Hospital District, as applicable, has obtained all licenses, authorizations, approvals, licenses and permits necessary in connection with the operation of its business, including, without limitation, licenses with respect to the Facility issued by the Texas Department of Aging and Disability Services and designated as \u201cSkilled Nursing Facility\u201d and any additional designations required to operate the Facility in the manner and for the purposes currently operated. All such licenses, authorizations, approvals and permits are in full force and effect and each Credit Party shall keep such items in full force and effect during the term of this Agreement. The Real Estate Lease shall at all times during the term of this Agreement require that the Operating Company or the Hospital District, as applicable, keep such licenses, authorizations, approval and permits in full force and effect. Each Credit Party is in compliance with all laws, orders, rules, regulations and ordinances of all federal, foreign, state and local governmental authorities applicable to it and its business, operations, property, and assets, except to the extent any such non-compliance could not reasonably be expected to result in a Material Adverse Effect. The Facility is not subject to any proceeding for revocation, suspension or issuance of a probationary license or any certificate of need issued by any governmental authority and any Person succeeding to the functions thereof, and there has not been instituted any Medicare or Medicaid termination action by such commission. Neither any Credit Party nor, to the Borrower\u2019s knowledge, the Operating Company has received any notice from any governmental authority that such governmental authority has imposed or intends to impose any enforcement actions, fines or penalties for any failure or alleged failure to comply with HIPAA.", "references": ["Further Assurances", "Benefits", "Fees", "Indemnity", "Taxes", "Venues", "Titles", "Approvals", "Consent To Jurisdiction", "Participations", "Subsidiaries", "Sales", "Brokers", "Payments", "Positions", "Erisa", "Death", "Anti-Corruption Laws", "Transactions With Affiliates", "Insurances", "Submission To Jurisdiction", "Amendments", "Vacations", "Costs", "Cooperation", "Definitions", "Modifications", "Defined Terms", "Existence", "Severability", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except for any non-compliance which would not have a Material Adverse Effect. Neither Borrower nor any Subsidiary has received any written notice to the effect that their operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could have a Material Adverse Effect.", "references": ["Venues", "Assignments", "Titles", "Headings", "Insurances", "Capitalization", "Powers", "Entire Agreements", "Severability", "Sanctions", "Withholdings", "Assigns", "Positions", "Taxes", "Enforcements", "Closings", "Interests", "Litigations", "Effectiveness", "Expenses", "Consent To Jurisdiction", "No Waivers", "Financial Statements", "Remedies", "Consents", "Effective Dates", "Binding Effects", "Authority", "Fees", "General", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) in violation of Applicable Law or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose in violation of Applicable Law.", "references": ["Change In Control", "Jurisdictions", "Approvals", "Miscellaneous", "Solvency", "Authorizations", "Subsidiaries", "Venues", "Benefits", "Arbitration", "Duties", "Payments", "Transactions With Affiliates", "Fees", "Closings", "Brokers", "Warranties", "Non-Disparagement", "Costs", "Books", "Adjustments", "Submission To Jurisdiction", "Remedies", "Agreements", "Further Assurances", "Effectiveness", "Sales", "Waivers", "Consent To Jurisdiction", "No Waivers", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "EACH OF THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.", "references": ["Defined Terms", "Liens", "Records", "Terms", "Financial Statements", "Remedies", "Integration", "Benefits", "Titles", "Closings", "Specific Performance", "Transactions With Affiliates", "Participations", "Duties", "Change In Control", "Assignments", "Governing Laws", "Indemnity", "Waivers", "Subsidiaries", "Disability", "No Defaults", "Terminations", "Payments", "Organizations", "Base Salary", "Warranties", "Brokers", "Effective Dates", "Authorizations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Executive shall keep the terms of this Agreement confidential and shall not directly or indirectly disseminate any information, in any form, regarding this Agreement to any person or entity except his attorney or tax or financial advisors, or as otherwise provided by law; provided, however , that prior to disclosure to his attorney or tax or financial advisors, Executive shall ensure that such advisors honor the confidentiality provisions herein.", "references": ["Notices", "Death", "Definitions", "Consent To Jurisdiction", "Sales", "Assignments", "Interests", "Effective Dates", "Sanctions", "Assigns", "Financial Statements", "Brokers", "Authority", "Survival", "No Conflicts", "Employment", "Cooperation", "Terminations", "Solvency", "Terms", "Miscellaneous", "Anti-Corruption Laws", "Entire Agreements", "Applicable Laws", "No Defaults", "Litigations", "Representations", "Powers", "Compliance With Laws", "Books", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Company shall pay to the Executive an annual cash salary (the \" Base Salary \") at the rate of $1.00.", "references": ["No Conflicts", "Brokers", "Adjustments", "Participations", "Modifications", "Successors", "Positions", "Jurisdictions", "Effectiveness", "Expenses", "Releases", "Agreements", "Amendments", "Specific Performance", "Anti-Corruption Laws", "Subsidiaries", "Employment", "Arbitration", "Intellectual Property", "Taxes", "Construction", "Tax Withholdings", "Warranties", "Miscellaneous", "Liens", "Transactions With Affiliates", "Withholdings", "Vacations", "Disability", "Sanctions", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Expenses", "Sales", "Litigations", "Powers", "Venues", "Use Of Proceeds", "Payments", "Submission To Jurisdiction", "Releases", "Confidentiality", "Representations", "Authority", "Compliance With Laws", "Interests", "Death", "Non-Disparagement", "Successors", "Anti-Corruption Laws", "Employment", "Enforcements", "Base Salary", "Publicity", "Change In Control", "Modifications", "Warranties", "No Defaults", "Construction", "Indemnity", "Positions", "Agreements", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each provision of this letter agreement must be considered severable such that if any one provision or clause conflicts with existing or future applicable law, or may not be given full effect because of such law, this will not affect any other provision of the letter agreement, which, consistent with such law, will remain in full force and effect. All surviving clauses must be construed so as to effectuate the purpose and intent of the parties.", "references": ["Positions", "Integration", "Liens", "Qualifications", "Enforceability", "Consents", "No Defaults", "Amendments", "Sanctions", "Organizations", "Specific Performance", "Releases", "Solvency", "Employment", "Brokers", "Duties", "Terms", "Adjustments", "Warranties", "Sales", "Waivers", "Entire Agreements", "Notices", "Use Of Proceeds", "Tax Withholdings", "Benefits", "Interpretations", "Fees", "Payments", "Applicable Laws", "Severability"], "gold": ["Severability"]}
+{"input": "Section 6.6. Each Party shall forthwith upon request execute and deliver such documents and take such commercially reasonable actions, and cause its Affiliates to deliver such documents and take such commercially reasonable actions, as may reasonably be requested by the other Party in order to consummate the Transactions and effectuate the purposes of this Agreement.", "references": ["Use Of Proceeds", "Change In Control", "Base Salary", "Terminations", "Closings", "Capitalization", "Litigations", "Interests", "Insurances", "Compliance With Laws", "Notices", "Miscellaneous", "Arbitration", "Books", "Tax Withholdings", "Vacations", "Powers", "Headings", "Modifications", "Liens", "Waiver Of Jury Trials", "Enforcements", "Entire Agreements", "Amendments", "Brokers", "No Defaults", "Authorizations", "Survival", "Anti-Corruption Laws", "Duties", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each Guarantor jointly and severally covenants and agrees that the Obligations will be paid strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. Without limiting the generality of the foregoing, each Guarantor\u2019s obligations hereunder with respect to any Obligation shall not be discharged by a payment in a currency other than the currency in which the Obligation is denominated (the \u201c Obligation Currency \u201d) or at a place other than the place specified for the payment of the Obligation, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Obligation Currency and transferred to the Agent\u2019s Head Office, under normal banking procedures does not yield the amount of Obligation Currency due thereunder.", "references": ["Indemnity", "Venues", "Warranties", "Death", "Withholdings", "No Waivers", "Intellectual Property", "Capitalization", "Use Of Proceeds", "Qualifications", "Closings", "Participations", "Entire Agreements", "Powers", "Confidentiality", "Disability", "Liens", "Jurisdictions", "Solvency", "Approvals", "Remedies", "Cooperation", "Enforcements", "No Defaults", "Change In Control", "Expenses", "Fees", "Duties", "Base Salary", "Positions", "Payments"], "gold": ["Payments"]}
+{"input": "Lender\u2019s rights under this Agreement shall be in addition to all rights of Lender under the Note, the Loan Agreement, the Security Instrument and the other Loan Documents. Further, payments made by Guarantor under this Agreement (or any other indemnitor under separate agreement) shall not reduce in any respect Borrower\u2019s obligations and liabilities under the Note, the Loan Agreement, the Security Instrument and the other Loan Documents.", "references": ["Venues", "Forfeitures", "Severability", "Construction", "No Defaults", "No Waivers", "Titles", "Counterparts", "Effective Dates", "Liens", "Positions", "Survival", "Terms", "Sales", "Qualifications", "Applicable Laws", "Insurances", "Powers", "No Conflicts", "Defined Terms", "Employment", "Indemnity", "Disclosures", "Financial Statements", "Agreements", "Miscellaneous", "Interests", "Taxes", "Enforceability", "Publicity", "Payments"], "gold": ["Payments"]}
+{"input": "No Default or Event of Default has occurred and is continuing on the Effective Date or will result from the consummation of the transactions contemplated by this Amendment.", "references": ["Financial Statements", "Counterparts", "Closings", "Headings", "Tax Withholdings", "Insurances", "Fees", "Withholdings", "Change In Control", "Interests", "Vesting", "Miscellaneous", "Publicity", "Further Assurances", "Terminations", "Construction", "Releases", "Enforcements", "Assignments", "Arbitration", "Sales", "Consent To Jurisdiction", "Powers", "Successors", "Forfeitures", "Notices", "Litigations", "Brokers", "Survival", "Capitalization", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The Borrower will, and will cause each Guarantor to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the Borrower will furnish to Designated Agent upon request full information as to the insurance carried.", "references": ["Jurisdictions", "Erisa", "Disclosures", "Interpretations", "Integration", "Binding Effects", "Specific Performance", "Litigations", "Counterparts", "Organizations", "Qualifications", "Expenses", "Definitions", "Tax Withholdings", "No Conflicts", "Interests", "Change In Control", "Confidentiality", "Subsidiaries", "Releases", "Consents", "Headings", "Publicity", "Death", "Records", "Governing Laws", "Entire Agreements", "Books", "Anti-Corruption Laws", "Enforcements", "Insurances"], "gold": ["Insurances"]}
+{"input": "For purposes of determining Lenders\u2019 obligations or rights to fund, participate in or receive collections with respect to Revolver Loans and Letters of Credit (including existing Swingline Loans, Protective Advances and LC Obligations), Agent shall reallocate Pro Rata shares by excluding a Defaulting Lender\u2019s Revolver Commitments and Revolver Loans from the calculation of shares. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section \u00a014.1.1(c) .", "references": ["Withholdings", "Venues", "Governing Laws", "Authorizations", "Participations", "Compliance With Laws", "Releases", "Assigns", "Effective Dates", "Closings", "Transactions With Affiliates", "No Waivers", "Jurisdictions", "Counterparts", "Fees", "Records", "Base Salary", "Severability", "Liens", "Intellectual Property", "General", "Subsidiaries", "Change In Control", "Headings", "Specific Performance", "Construction", "Modifications", "Entire Agreements", "Terms", "Submission To Jurisdiction", "Amendments"], "gold": ["Amendments"]}
+{"input": "(a)\u00a0Will use the proceeds of (x)\u00a0the Tranche A Term Loans solely to pay the consideration for the Elite Comfort Solutions Acquisition, to finance the Elite Comfort Solutions Debt Repayment and to pay fees and expenses incurred in connection with the Transactions and (y)\u00a0the other Loans for any lawful corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations G, U and X. Letters of Credit will be issued only to support transactions of the Borrower and its Subsidiaries in the ordinary course of business.", "references": ["Withholdings", "Insurances", "Integration", "Payments", "Capitalization", "Titles", "Entire Agreements", "Amendments", "Solvency", "Confidentiality", "No Waivers", "Transactions With Affiliates", "Arbitration", "Organizations", "Costs", "Effective Dates", "Survival", "Successors", "Intellectual Property", "Adjustments", "Definitions", "Construction", "Interests", "Closings", "Jurisdictions", "No Defaults", "Indemnity", "Duties", "Assignments", "Forfeitures", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the prohibited or unenforceable provision with valid provisions the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.", "references": ["No Conflicts", "Indemnifications", "Solvency", "Powers", "Headings", "Counterparts", "Closings", "Tax Withholdings", "Terminations", "Non-Disparagement", "Arbitration", "Taxes", "Governing Laws", "Expenses", "Waivers", "Sanctions", "Employment", "Organizations", "No Waivers", "Participations", "Fees", "Qualifications", "Insurances", "Successors", "Change In Control", "Terms", "Forfeitures", "General", "Subsidiaries", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "Parent represents that, as of the date hereof, it is duly incorporated, validly existing and in good standing under the laws of Nevada and has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, without the consent, waiver, approval or authorization of, or filing with, any other person or entity or under any applicable law, and has taken all actions necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement.", "references": ["Survival", "Waivers", "Applicable Laws", "Remedies", "Duties", "Jurisdictions", "Consents", "Integration", "Severability", "No Conflicts", "Tax Withholdings", "Existence", "Sales", "No Defaults", "Sanctions", "Further Assurances", "Terms", "Effective Dates", "Definitions", "Defined Terms", "Cooperation", "Subsidiaries", "Approvals", "General", "Indemnifications", "Entire Agreements", "Organizations", "Records", "Interests", "Payments", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Company represents and warrants that it has in place directors and officers liability insurance policies (the \" D & O Ins urance Policies \"), naming Executive as an insured against any and all claims, actions, causes of action, lawsuits or investigations which could be brought against Executive in his capacity as Senior Vice President and Chief Operating Officer of the Company , subject only to the specific exclusions set forth in said policies, including without limitation, any exclusion for fraud, willful misconduct, or misrepresentation. For the period of time for which Executive is an employee of the Company, Company shall m aintain these policies and timely pay all premiums due under these policies. The Company shall acquire such \"tail\" or other policies of insurance to continue the coverage of Executive, should he no longer be employed by the Company to cover any subsequent claims, actions, lawsuits, causes of action or investigations brought against Executive while in the capacity of Senior Vice President and Chief Operating Officer of the Company. The Company shall indemnify and hold Executive harmless from any action, clai m, lawsuit, cause of action or investigation brought against Executive as the Senior Vice President and Chief Operating Officer of the Company, regardless of whether the D & O Insurance Policies are in place, and regardless of whether Executive has left th e employ of the Company as Senior Vice President and Chief Operating Officer or otherwise. This agreement by the Company to indemnify and hold Executive harmless shall include the Company's obligation to pay all damages, injuries and penalties incurred by Executive or against Executive, and Executive's costs and reasonable attorneys' fees. This agreement to indemnify and hold harmless shall not apply if and only if Executive is convicted of a felony which is affirmed on appeals or is not appealed, or is fou nd guilty, by final verdict, of fraud or willful misconduct.", "references": ["Effective Dates", "Arbitration", "Further Assurances", "Benefits", "Erisa", "Notices", "Vesting", "Representations", "Assigns", "Governing Laws", "Binding Effects", "Sales", "Employment", "Litigations", "Remedies", "Brokers", "Publicity", "Assignments", "Transactions With Affiliates", "Intellectual Property", "Waiver Of Jury Trials", "Payments", "Existence", "Enforcements", "Entire Agreements", "Authority", "Warranties", "Sanctions", "Applicable Laws", "No Conflicts", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against Employee or Employer. Unless the context indicates otherwise, the term \u201cor\u201d shall be deemed to include the term \u201cand\u201d and the singular or plural number shall be deemed to include the other. Captions are intended solely for convenience of reference and shall not be used in the interpretation of this Agreement.", "references": ["Confidentiality", "Integration", "Vacations", "Liens", "Non-Disparagement", "Entire Agreements", "Use Of Proceeds", "Financial Statements", "Warranties", "Assignments", "Successors", "Approvals", "Cooperation", "Base Salary", "Consent To Jurisdiction", "Authorizations", "Erisa", "Duties", "Headings", "Consents", "Arbitration", "Enforceability", "General", "Forfeitures", "Compliance With Laws", "Costs", "Employment", "Interests", "Assigns", "Jurisdictions", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Restricted Stock shall be subject to the restrictions and other terms and conditions set forth in the Plan, which are hereby incorporated herein by reference, and in this Agreement. Subject to the terms and conditions of the Plan and this Agreement, Participant\u2019s rights in and to the shares of Restricted Stock shall vest on the date .", "references": ["Waivers", "Waiver Of Jury Trials", "Transactions With Affiliates", "Specific Performance", "Records", "Change In Control", "Adjustments", "Survival", "Base Salary", "Miscellaneous", "No Conflicts", "Effective Dates", "Disclosures", "Sales", "Publicity", "Litigations", "Notices", "Enforcements", "Entire Agreements", "Brokers", "Cooperation", "Assignments", "Death", "Construction", "Remedies", "Subsidiaries", "Expenses", "Modifications", "Applicable Laws", "Organizations", "Vesting"], "gold": ["Vesting"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF TITAN AND MOLTENI HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. TITAN AND MOLTENI HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.", "references": ["Employment", "Assignments", "Payments", "Adjustments", "Releases", "Miscellaneous", "Publicity", "Terms", "Organizations", "Definitions", "Qualifications", "No Waivers", "Base Salary", "Litigations", "Effectiveness", "Indemnifications", "Remedies", "Enforcements", "Integration", "Submission To Jurisdiction", "Applicable Laws", "Severability", "Withholdings", "Books", "Closings", "Agreements", "Sales", "Consents", "Transactions With Affiliates", "Modifications", "Venues"], "gold": ["Venues"]}
+{"input": "TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE COMPANY (BY ITS EXECUTION HEREOF) AND HOLDER (BY ITS ACCEPTANCE OF THIS NOTE) WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION ARISING OUT OF OR BASED UPON OR RELATING TO THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.", "references": ["Severability", "Non-Disparagement", "Venues", "Erisa", "Notices", "Solvency", "Submission To Jurisdiction", "Organizations", "Payments", "Modifications", "Benefits", "Jurisdictions", "Change In Control", "Integration", "Enforceability", "Amendments", "Anti-Corruption Laws", "Waivers", "Indemnifications", "Transactions With Affiliates", "Capitalization", "Successors", "Expenses", "Definitions", "Interests", "Withholdings", "Forfeitures", "Confidentiality", "Entire Agreements", "Titles", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "No Person will have, as a result of the transactions contemplated by the Loan Documents, any valid right, interest or claim against or upon the Broker or the Lender for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Lender.", "references": ["Payments", "Cooperation", "Closings", "Amendments", "Intellectual Property", "Titles", "Base Salary", "Use Of Proceeds", "Governing Laws", "Consents", "Litigations", "Vesting", "Construction", "Venues", "Taxes", "Erisa", "Further Assurances", "Headings", "Submission To Jurisdiction", "Tax Withholdings", "Authority", "Agreements", "Survival", "Notices", "Sanctions", "Adjustments", "No Conflicts", "Records", "Subsidiaries", "Jurisdictions", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Incremental Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Incremental Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Sales", "Binding Effects", "Assignments", "Jurisdictions", "Representations", "Integration", "Authorizations", "Powers", "Tax Withholdings", "Duties", "Construction", "Definitions", "Approvals", "Interpretations", "Positions", "Death", "Qualifications", "Governing Laws", "No Conflicts", "Disability", "Arbitration", "Publicity", "General", "Vacations", "Solvency", "Intellectual Property", "Headings", "Taxes", "Organizations", "Effectiveness", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any Notice shall be executed by an Authorized Officer of Company in a writing delivered to Administrative Agent.\u00a0 In lieu of delivering a Notice, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance.\u00a0 Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith.", "references": ["Vacations", "Use Of Proceeds", "Financial Statements", "Brokers", "Warranties", "Participations", "Venues", "Anti-Corruption Laws", "Change In Control", "Adjustments", "Death", "Positions", "Books", "Authority", "Enforceability", "Effective Dates", "Withholdings", "Sanctions", "Sales", "Cooperation", "Integration", "Assigns", "Further Assurances", "Miscellaneous", "Severability", "Approvals", "Releases", "Base Salary", "Costs", "Indemnifications", "Notices"], "gold": ["Notices"]}
+{"input": "In the event suit or action is instituted to interpret or enforce the terms of this Agreement, or in connection with any arbitration or mediation of any dispute, the prevailing party shall be entitled to recover from the other party such sum as the court, arbitrator or mediator may adjudge reasonable as such party\u2019s costs and attorney\u2019s fees, including such costs and fees as are incurred in any trial, on any appeal, in any bankruptcy proceeding (including the adjudication of issues peculiar to bankruptcy law) and in any petition for review. Each party shall also have the right to recover its reasonable costs and attorney\u2019s fees incurred in collecting any sum or debt owed to it by the other party, with or without litigation, if such sum or debt is not paid within fifteen (15) days following written demand therefor.", "references": ["Subsidiaries", "Duties", "Solvency", "Titles", "Authorizations", "Construction", "Confidentiality", "Vacations", "Integration", "Severability", "Indemnifications", "Forfeitures", "Assigns", "Defined Terms", "Litigations", "Records", "Brokers", "Erisa", "Venues", "Miscellaneous", "Amendments", "Non-Disparagement", "Survival", "Expenses", "Definitions", "Specific Performance", "Withholdings", "Binding Effects", "Representations", "Modifications", "Costs"], "gold": ["Costs"]}
+{"input": "This Award Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.", "references": ["Enforceability", "Representations", "Payments", "Change In Control", "Indemnity", "Expenses", "Venues", "Financial Statements", "Books", "Construction", "Adjustments", "Enforcements", "Consents", "Authorizations", "Disclosures", "Confidentiality", "Notices", "Vesting", "Sales", "Erisa", "Definitions", "Titles", "Transactions With Affiliates", "Taxes", "Effective Dates", "Effectiveness", "Amendments", "Approvals", "Terminations", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee.\u00a0 From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.", "references": ["Authority", "Terminations", "Notices", "Anti-Corruption Laws", "Benefits", "Modifications", "Venues", "Defined Terms", "Agreements", "Financial Statements", "Costs", "Specific Performance", "Binding Effects", "Insurances", "Waivers", "Enforcements", "Withholdings", "Assigns", "Erisa", "Consents", "Participations", "Books", "Liens", "No Waivers", "Assignments", "Death", "Jurisdictions", "Intellectual Property", "Effectiveness", "Disclosures", "Payments"], "gold": ["Payments"]}
+{"input": "The Borrowers maintain, and have caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.\u00a0 As of the Effective Date, Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries, and all premiums due and owing in respect of such insurance have been paid.", "references": ["Defined Terms", "Enforceability", "Approvals", "Benefits", "Authorizations", "Authority", "Binding Effects", "Disability", "Fees", "Non-Disparagement", "Base Salary", "Assignments", "No Conflicts", "Employment", "Records", "Arbitration", "Organizations", "Subsidiaries", "Construction", "Vacations", "Transactions With Affiliates", "Forfeitures", "No Waivers", "Jurisdictions", "Warranties", "No Defaults", "Vesting", "General", "Disclosures", "Cooperation", "Insurances"], "gold": ["Insurances"]}
+{"input": "If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof.", "references": ["Disclosures", "Enforceability", "Death", "Counterparts", "Liens", "Releases", "Interpretations", "Entire Agreements", "Solvency", "Powers", "Effective Dates", "Subsidiaries", "Cooperation", "Transactions With Affiliates", "Records", "Arbitration", "Employment", "Specific Performance", "Indemnity", "Waivers", "Qualifications", "No Waivers", "Capitalization", "Payments", "Use Of Proceeds", "Litigations", "Tax Withholdings", "General", "Non-Disparagement", "Disability", "Severability"], "gold": ["Severability"]}
+{"input": "The Company does not have any subsidiaries and does not own any beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.", "references": ["Liens", "Warranties", "Integration", "Change In Control", "Authorizations", "Existence", "Assigns", "Waivers", "Governing Laws", "Successors", "Entire Agreements", "Enforcements", "Expenses", "Compliance With Laws", "Sanctions", "Withholdings", "Organizations", "Fees", "Terms", "Litigations", "Disclosures", "Miscellaneous", "Anti-Corruption Laws", "Costs", "Defined Terms", "Death", "Cooperation", "Confidentiality", "Applicable Laws", "Transactions With Affiliates", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement may be signed by the parties hereto in two or more counterparts, each of which shall be deemed to be an original, which together shall constitute one and the same Agreement among the parties.", "references": ["Adjustments", "Compliance With Laws", "Agreements", "Intellectual Property", "Approvals", "Publicity", "Brokers", "Arbitration", "Participations", "Enforceability", "Construction", "Releases", "Effective Dates", "Anti-Corruption Laws", "Titles", "Severability", "Forfeitures", "Withholdings", "Erisa", "Use Of Proceeds", "No Defaults", "Fees", "Notices", "Warranties", "Transactions With Affiliates", "Books", "Waivers", "Liens", "Cooperation", "Qualifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may for all purposes be executed in several counterparts, each of which shall be deemed an original, and all such counterparts, taken together, shall constitute the same instrument, even though all parties may not have executed the same counterpart of this Agreement. Each party may transmit its signature by confirmed facsimile or PDF transmission, and such signatures shall have the same force and effect as an original signature.", "references": ["Survival", "Effectiveness", "Terminations", "Assignments", "Agreements", "Jurisdictions", "Modifications", "Sales", "Closings", "Litigations", "Remedies", "General", "Forfeitures", "Disclosures", "Successors", "Capitalization", "Disability", "Interpretations", "Payments", "Terms", "Consents", "Headings", "Erisa", "Qualifications", "Financial Statements", "Expenses", "Indemnity", "Assigns", "Further Assurances", "Participations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company and Executive agree that certain matters in which Executive has been involved during Executive\u2019s employment may need Executive\u2019s cooperation with the Company in the future. Accordingly, for a period of three (3) months after the Retirement Date, to the extent reasonably requested by the Company, Executive shall be available and willing to provide consulting services to the Company in connection with matters arising out of Executive\u2019s service to the Company; provided that such consulting services shall be performed at mutually agreed upon and convenient times, so as to minimize disruption of Executive\u2019s other activities. The Company shall reimburse Executive for reasonable out-of-pocket expenses, including travel expenses and any attorneys\u2019 fees, incurred by Executive in connection with such consulting services, and the Company shall compensate Executive for such consulting services at an hourly rate of $300 per hour. Following the Retirement Date, Executive further agrees to provide truthful testimony and information and to otherwise reasonably cooperate with the Company Group in connection with any and all existing, potential or future claims, litigation or investigations brought by or against the Company Group or any of its past or present affiliates, agents, officers, directors, fiduciaries, or employees, whether administrative, civil or criminal in nature, with respect to such matters as were within Executive\u2019s knowledge while employed by any member of the Company Group. The Executive agrees, unless precluded by law, to promptly inform the Company if the Executive is asked to assist in any investigation (whether governmental or otherwise) of the Company Group, regardless of whether a lawsuit has been filed against any member of the Company Group with respect to such investigation.", "references": ["Employment", "Vacations", "Counterparts", "Warranties", "Financial Statements", "Sanctions", "Integration", "Consents", "Participations", "Construction", "Litigations", "Solvency", "Venues", "Vesting", "Benefits", "Death", "Remedies", "Organizations", "Specific Performance", "Qualifications", "Books", "Amendments", "Titles", "Notices", "Records", "Headings", "Taxes", "No Conflicts", "Severability", "Costs", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.", "references": ["Consents", "Authority", "Entire Agreements", "Capitalization", "Waiver Of Jury Trials", "Applicable Laws", "Participations", "Qualifications", "Powers", "Representations", "Change In Control", "Expenses", "Use Of Proceeds", "Withholdings", "Indemnity", "Governing Laws", "Duties", "General", "Agreements", "Transactions With Affiliates", "Payments", "Indemnifications", "Sanctions", "Construction", "Adjustments", "Publicity", "Integration", "Positions", "Litigations", "Insurances", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including the Prior Agreement, provided that the Restrictive Covenants Agreement remains in full force and effect.", "references": ["Death", "Powers", "Indemnity", "Payments", "Terminations", "Anti-Corruption Laws", "Assigns", "No Conflicts", "Subsidiaries", "Headings", "Withholdings", "Capitalization", "Waivers", "Severability", "Arbitration", "Successors", "Costs", "Organizations", "Effective Dates", "Adjustments", "Employment", "Erisa", "Compliance With Laws", "Counterparts", "Releases", "Remedies", "Interests", "Survival", "Submission To Jurisdiction", "Amendments", "Integration"], "gold": ["Integration"]}
+{"input": "The Term of this Lease shall begin on the Commencement Date and shall continue in full force and effect for the Term of this Lease unless extended or sooner terminated in accordance with the provisions of this Lease.", "references": ["Counterparts", "Venues", "Intellectual Property", "Existence", "Cooperation", "Withholdings", "Waivers", "Arbitration", "Effective Dates", "Enforcements", "Insurances", "Positions", "Non-Disparagement", "Consent To Jurisdiction", "Employment", "Approvals", "Taxes", "Forfeitures", "Applicable Laws", "Vesting", "Subsidiaries", "No Conflicts", "General", "Further Assurances", "Authorizations", "Survival", "Warranties", "Disclosures", "Authority", "Integration", "Terms"], "gold": ["Terms"]}
+{"input": "Any and all claims, controversies, and causes of action arising out of or under this Agreement, whether sounding in contract, tort, or statute, shall be governed by the laws of the State of Delaware, including its statutes of limitations, without giving effect to any Delaware conflict-of-laws rule that would result in the application of the laws of a different jurisdiction.", "references": ["Compliance With Laws", "Sales", "Successors", "Books", "Cooperation", "Approvals", "Representations", "Subsidiaries", "Assigns", "Payments", "Headings", "Costs", "Vacations", "Modifications", "Amendments", "Waivers", "Binding Effects", "Participations", "Tax Withholdings", "Organizations", "Defined Terms", "Enforceability", "Effectiveness", "Indemnity", "Insurances", "Counterparts", "Titles", "Financial Statements", "Sanctions", "Interpretations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Other than the Excluded Collateral and subject to Gaming Laws and Liquor Laws, Trustor hereby irrevocably assigns to Beneficiary all of Trustor's right, title and interest in, to and under: (a) all Leases and all other agreements of any kind relating to the use or occupancy of the Subject Property or any portion thereof, whether now existing or entered into after the date hereof; and (b) the rents, issues, deposits and profits of the Subject Property, including, without limitation, all amounts payable and all rights and benefits accruing to Trustor under the Leases (\"Payments\"). The term \"Leases\" shall also include all guarantees of and security for the lessees' performance thereunder, and all amendments, extensions, renewals or modifications thereto which are permitted hereunder. This is a present and absolute assignment, not an assignment for security purposes only, and Beneficiary's right to the Leases and Payments is not contingent upon, and may be exercised without possession of, the Subject Property. To the extent of any conflict of discrepancy between the terms of this Article III and the Assignment of Entitlements, Contracts, Rents and Revenues, the terms and conditions of the Assignment of Entitlements, Contracts, Rents and Revenues shall control.", "references": ["Binding Effects", "Enforcements", "Qualifications", "Titles", "Waiver Of Jury Trials", "Counterparts", "Non-Disparagement", "Death", "No Defaults", "Warranties", "Fees", "Consent To Jurisdiction", "Miscellaneous", "Solvency", "Indemnity", "Remedies", "Base Salary", "Confidentiality", "Disability", "Brokers", "Specific Performance", "Participations", "Vacations", "Forfeitures", "Insurances", "Expenses", "Erisa", "Payments", "Amendments", "Further Assurances", "Assignments"], "gold": ["Assignments"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written Consent of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b) , (ii) by way of participation in accordance with the provisions of subsection Section 10.06(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (c) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Costs", "Effectiveness", "Liens", "Capitalization", "Arbitration", "Effective Dates", "Publicity", "Anti-Corruption Laws", "Erisa", "Insurances", "Counterparts", "Assigns", "Authorizations", "Interests", "Closings", "Titles", "Amendments", "Construction", "Taxes", "Defined Terms", "Assignments", "Binding Effects", "Subsidiaries", "Compliance With Laws", "Terminations", "Venues", "Indemnity", "Change In Control", "Approvals", "Organizations", "Successors"], "gold": ["Successors"]}
+{"input": "Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 6 of the Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, or (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock.", "references": ["Change In Control", "Counterparts", "Specific Performance", "Releases", "Amendments", "Definitions", "Waivers", "Duties", "Confidentiality", "Construction", "Enforcements", "Enforceability", "Subsidiaries", "Survival", "Capitalization", "Titles", "Consents", "Erisa", "Venues", "Entire Agreements", "Sales", "Anti-Corruption Laws", "Headings", "Disability", "No Waivers", "Severability", "Remedies", "Base Salary", "Applicable Laws", "Terms", "Notices"], "gold": ["Notices"]}
+{"input": "The Transaction Documents, together with the exhibits and schedules thereto, the Preliminary Prospectus and the Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.", "references": ["Erisa", "Terminations", "Further Assurances", "Subsidiaries", "Qualifications", "Counterparts", "Sales", "Benefits", "Organizations", "Anti-Corruption Laws", "Severability", "Fees", "Warranties", "Confidentiality", "Existence", "Payments", "Closings", "Applicable Laws", "Terms", "Disclosures", "Consents", "Expenses", "Releases", "Authority", "Titles", "Cooperation", "Base Salary", "Sanctions", "Approvals", "Construction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, (i) where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (ii) as otherwise permitted under Section\u00a06.05 of the First Lien Credit Agreement as in effect on the Closing Date and the Second Lien Credit Agreement as in effect on the Closing Date, and (iii) for the liquidation or dissolution of Subsidiaries of the Borrower if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution.", "references": ["Terminations", "Representations", "Cooperation", "Integration", "Forfeitures", "Payments", "Effectiveness", "Definitions", "Adjustments", "Enforceability", "Sanctions", "Publicity", "Assignments", "Insurances", "Expenses", "Construction", "Jurisdictions", "Capitalization", "Tax Withholdings", "Effective Dates", "No Waivers", "Defined Terms", "Costs", "Books", "Financial Statements", "Submission To Jurisdiction", "Compliance With Laws", "No Defaults", "Waiver Of Jury Trials", "Warranties", "Existence"], "gold": ["Existence"]}
+{"input": "Capitalized terms used but not defined in this Agreement are defined in Appendix 1 to the 2018-A Exchange Note Supplement, dated as of April\u00a01, 2018 (the \u201c Exchange Note Supplement \u201d), to the Second Amended and Restated Credit and Security Agreement, dated as of July\u00a022, 2005, as amended and restated as of December\u00a01, 2015 (the \u201c Credit and Security Agreement \u201d), among the CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, HTD Leasing LLC, as Collateral Agent, and Ford Motor Credit Company LLC, as Lender and Servicer, or in Appendix A to the Credit and Security Agreement.\u00a0 Appendix 1 and Appendix A also contain usage rules\u00a0that apply to this Agreement.\u00a0 Appendix 1 and Appendix A are incorporated by reference into this Agreement.", "references": ["Organizations", "Adjustments", "Base Salary", "Representations", "Amendments", "Taxes", "Effective Dates", "Participations", "Authority", "Payments", "Indemnity", "Authorizations", "Approvals", "Interpretations", "Confidentiality", "Notices", "Change In Control", "Cooperation", "Records", "Venues", "Construction", "No Defaults", "Employment", "Interests", "Terms", "Assignments", "Insurances", "Brokers", "Fees", "Qualifications", "Definitions"], "gold": ["Definitions"]}
+{"input": "Any notice required or permitted under the terms of this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by confirmed email, telegram, or fax or forty-eight (48)\u00a0hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the Company at the Company\u2019s principal corporate offices or to you at the address maintained for you in the Company\u2019s records or, in either case, as subsequently modified by written notice to the other party.", "references": ["Publicity", "Releases", "Capitalization", "Indemnifications", "Enforcements", "Binding Effects", "Assignments", "Compliance With Laws", "Costs", "Erisa", "Defined Terms", "No Waivers", "Applicable Laws", "Sales", "Construction", "Terminations", "Remedies", "Withholdings", "Counterparts", "No Defaults", "Consents", "Authorizations", "Headings", "Authority", "Waiver Of Jury Trials", "Subsidiaries", "Definitions", "Modifications", "Effective Dates", "Interpretations", "Notices"], "gold": ["Notices"]}
+{"input": "The Makers shall jointly and severally indemnify and hold harmless the Lender, its successors, assigns, officers, shareholders, agents and employees, from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, fines, penalties and liabilities, including, without limitation, reasonable attorneys\u2019 fees and costs, arising out of, connected with or resulting from (a) this Note or any of the Security Instruments, (b) the Lender\u2019s preservation or attempted preservation of any of the collateral taken pursuant to any of the Security Instruments, and/or (c) any failure of the security interests and liens granted to the Lender pursuant to the Security Instruments to be or to remain perfected or to have the priority as contemplated herein and in the Security Instrument; provided, however, the Makers shall not have any obligation to indemnify the Lender for any such claims, actions, suits, proceedings, costs, expenses, damages, fines, penalties and/or liabilities to the extent the same have been caused by or have arisen solely and completely from any gross negligence or willful misconduct committed by the Lender. At the Lender\u2019s request, the Makers shall, at their own cost and expense, defend or cause to be defended any and all such actions or suits that may be brought against the Lender and, in any event, shall satisfy, pay and discharge any and all judgments, awards, penalties, costs and fines that may be recovered against the Lender in any such action, plus all attorneys\u2019 fees and costs related thereto to the extent permitted by applicable law; provided, however, that the Lender shall give the Makers (to the extent the Lender seeks indemnification from the Makers under this section) prompt written notice of any such claim, demand or suit after the Lender has received written notice thereof, and the Lender shall not settle any such claim, demand or suit, if the Lender seeks indemnification therefor from the Makers, without first giving notice to the Makers of the Lender\u2019s desire to settle and obtaining the consent of the Makers to the same, which consent the Makers hereby agree not to unreasonably withhold. All obligations of the Makers under this section shall survive the payment of the Note.", "references": ["Definitions", "Applicable Laws", "Survival", "Insurances", "No Waivers", "Submission To Jurisdiction", "Death", "No Defaults", "Erisa", "Duties", "No Conflicts", "Change In Control", "Vesting", "Construction", "Tax Withholdings", "Interests", "Terminations", "Solvency", "Notices", "Existence", "Costs", "Positions", "Warranties", "Modifications", "Integration", "Cooperation", "Taxes", "Disability", "Benefits", "Capitalization", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The Executive acknowledges and agrees that there are certain trade secrets and confidential and proprietary information (collectively, \u201cConfidential Information\u201d) which have been developed by the Corporation and which are used by \u00a0 the Corporation in its business. Confidential Information shall include, without limitation: (i)\u00a0customer lists and supplier lists; (ii) the details of the Corporation\u2019s relationships with its customers, including, without limitation, the financial relationship with a customer, knowledge of the internal \u201cpolitics\u201d/workings of a customer organization, a customer\u2019s technical needs and job specifications, knowledge of a customer\u2019s strategic plans and the identities of contact persons within a customer\u2019s organization; (iii) the Corporation\u2019s marketing and development plans, business plans; and (iv) other information proprietary to the Corporation\u2019s business. The Executive shall not, at any time during or after her employment hereunder, use or disclose such Confidential Information, except to authorized representatives of the Corporation or the customer or as required in the performance of her duties and responsibilities hereunder. The Executive shall return all customer and/or Corporation property, such as computers, software and cell phones, and documents (and any copies including, without limitation, in machine or human-readable form), to the Corporation when her employment terminates. The Executive shall not be required to keep confidential any Confidential Information which (x) is or becomes publicly available through no fault of the Executive, (y) is already in her possession (unless obtained from the Corporation or one of its customers) or (z) is required to be disclosed by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the Executive shall provide the Corporation written notice of any such order prior to such disclosure to the extent practicable under the circumstances and permitted by applicable law. Further, the Executive shall be free to use and employ her general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills, including, without limitation, those gained or learned during the course of the performance of her duties and responsibilities hereunder, so long as she applies such information without disclosure or use of any Confidential Information.", "references": ["Consents", "Employment", "Amendments", "Waivers", "Warranties", "Effectiveness", "Expenses", "Powers", "Vacations", "Effective Dates", "Survival", "Liens", "Closings", "Notices", "Authorizations", "Benefits", "Interpretations", "Successors", "Fees", "Anti-Corruption Laws", "Counterparts", "Books", "Remedies", "No Defaults", "Disclosures", "No Conflicts", "Enforcements", "Modifications", "Arbitration", "Representations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Should any provision of this Agreement be considered unenforceable by a court of law, the remainder of this Agreement shall remain in force to the fullest extent permitted by law.", "references": ["Non-Disparagement", "Vacations", "Governing Laws", "Disclosures", "Anti-Corruption Laws", "No Defaults", "Consents", "Warranties", "Waivers", "Interpretations", "Tax Withholdings", "Organizations", "Confidentiality", "Positions", "Duties", "Solvency", "Agreements", "Enforcements", "No Conflicts", "Interests", "Sanctions", "Venues", "Benefits", "Costs", "Capitalization", "Enforceability", "Fees", "Integration", "Closings", "Cooperation", "Severability"], "gold": ["Severability"]}
+{"input": "The Borrower agrees to pay the reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the preparation, due diligence and administration of this Amendment and the other Modification Documents.", "references": ["Integration", "Severability", "Organizations", "Authority", "Taxes", "Defined Terms", "Jurisdictions", "Benefits", "Indemnifications", "Notices", "Publicity", "Governing Laws", "Sanctions", "Binding Effects", "Warranties", "Brokers", "Agreements", "Liens", "Compliance With Laws", "Existence", "Intellectual Property", "Authorizations", "Disability", "Approvals", "Powers", "Miscellaneous", "Sales", "Interpretations", "Fees", "Interests", "Expenses"], "gold": ["Expenses"]}
+{"input": "In consideration of Executive\u2019s performance of the responsibilities and duties set forth in this Agreement, Executive shall receive a n annual base salary of $ 242 ,500 \u00a0 per year \u00a0 (\u201c Base Salary \u201d). \u00a0 \u00a0 Such Base Salary will be payable in accordance with the customary payroll practices of the Bank . \u00a0 \u00a0 During the term of this Agreement, the Board may increas e , but not decreas e , Executive\u2019s Base Salary.\u00a0 Any increase in Base Salary will become the \u201cBase Salary\u201d for purposes of this Agreement.", "references": ["Submission To Jurisdiction", "Positions", "Withholdings", "Consent To Jurisdiction", "Payments", "Solvency", "Successors", "Arbitration", "Compliance With Laws", "Defined Terms", "Jurisdictions", "Counterparts", "Disclosures", "Representations", "Enforcements", "Waivers", "Definitions", "Headings", "Publicity", "Terms", "Liens", "Interests", "No Conflicts", "Effectiveness", "Approvals", "Effective Dates", "Change In Control", "Capitalization", "Existence", "Sanctions", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "In the event that the Holder has not elected to convert this Note in accordance with Section 6 or Section 7 below, all unpaid principal, together with the balance of unpaid and accrued interest and other amounts payable hereunder shall be due and payable to the Holder on the Maturity Date. All payments pursuant to this Note shall be made to the Holder, at the address set forth below or such other address as the Holder shall designate from time to time, in lawful money of the United States of America and shall be applied first to accrued interest, and thereafter to principal. Upon payment in full of the principal hereof and accrued interest hereunder, this Note shall be surrendered to the Company for cancellation.", "references": ["Qualifications", "Costs", "Liens", "No Defaults", "Terminations", "Sales", "Entire Agreements", "Organizations", "Venues", "Effective Dates", "Cooperation", "Forfeitures", "Arbitration", "Indemnifications", "Confidentiality", "Consents", "Construction", "Participations", "Releases", "Erisa", "Anti-Corruption Laws", "Compliance With Laws", "Financial Statements", "Governing Laws", "Disability", "Solvency", "Benefits", "Powers", "Use Of Proceeds", "Adjustments", "Payments"], "gold": ["Payments"]}
+{"input": "All notices, requests, demands or other communications pursuant hereto shall be sent in accordance with the terms and provisions set forth in Section\u00a013.03 of the Credit Agreement.\u00a0\u00a0All notices and other communications shall be in writing and addressed to such party at (i)\u00a0in the case of any Lender Creditor, as provided in the Credit Agreement, (ii)\u00a0in the case of any Guarantor, at: ATS Consolidated, Inc. c/o Platinum Equity, LLC, 360 North Crescent Drive, Beverly Hills, CA 90210; Facsimile: 310-712-1863, Attention: Legal Department, and (iii)\u00a0in the case of any other Guaranteed Creditor, at such address as such other Guaranteed Creditor shall have specified in writing to Lead Borrower and the Administrative Agent or, in any case at such other address as any of the Persons listed above may hereafter notify the others in writing.", "references": ["Approvals", "Interests", "Base Salary", "Forfeitures", "Consent To Jurisdiction", "Books", "Insurances", "Applicable Laws", "Terms", "Taxes", "No Defaults", "Governing Laws", "Authority", "Transactions With Affiliates", "Sales", "Interpretations", "Indemnity", "Litigations", "Integration", "Sanctions", "Effectiveness", "Terminations", "Capitalization", "Successors", "Financial Statements", "Effective Dates", "Miscellaneous", "Titles", "Vesting", "Qualifications", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement is not assignable by any party without the prior written consent of the other party(ies) hereto, which shall not be unreasonably withheld, except Buyer shall have the right to assign their rights under this Agreement in whole or in part to a corporation or partnership which owns or controls, is owned or controlled by, or is under substantially common ownership or control with, Buyer, in which case such assignee(s) will succeed to all rights and liabilities of the assigning Buyer hereunder, except that the assigning Buyer shall not be relieved of liability hereunder.", "references": ["Successors", "Disability", "Indemnifications", "Erisa", "Effectiveness", "Headings", "Powers", "Change In Control", "Enforceability", "Qualifications", "Duties", "Consent To Jurisdiction", "Subsidiaries", "Indemnity", "Agreements", "Publicity", "Interests", "Payments", "Consents", "Integration", "Vacations", "No Defaults", "Taxes", "Waiver Of Jury Trials", "Intellectual Property", "Costs", "No Waivers", "Liens", "No Conflicts", "Miscellaneous", "Assignments"], "gold": ["Assignments"]}
+{"input": "VIGILANT shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.", "references": ["Enforcements", "Assignments", "No Defaults", "Submission To Jurisdiction", "Benefits", "Death", "Withholdings", "Miscellaneous", "Amendments", "Litigations", "Titles", "Compliance With Laws", "Interests", "Authority", "Anti-Corruption Laws", "Applicable Laws", "Binding Effects", "No Waivers", "Erisa", "Duties", "Records", "Releases", "Venues", "Expenses", "Terminations", "Representations", "Disability", "Severability", "Cooperation", "Tax Withholdings", "Agreements"], "gold": ["Agreements"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken individually or together with all other such ERISA Events, would reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, the present value of all accumulated benefit obligations under each Plan, if such Plan or Plans were to be terminated, (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan allocable to such accumulated benefit obligations.", "references": ["Brokers", "Governing Laws", "Titles", "Waivers", "Fees", "Forfeitures", "Sanctions", "Arbitration", "Headings", "Participations", "Terminations", "Change In Control", "Intellectual Property", "Warranties", "Interpretations", "Anti-Corruption Laws", "Enforcements", "Miscellaneous", "Modifications", "Records", "Closings", "Enforceability", "Litigations", "Severability", "Effective Dates", "Powers", "Benefits", "Books", "Consents", "Financial Statements", "Erisa"], "gold": ["Erisa"]}
+{"input": "This Agreement, the Transaction Documents, and all documents and instruments referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.", "references": ["Vesting", "Erisa", "Binding Effects", "Warranties", "Cooperation", "Effectiveness", "Solvency", "Construction", "Sales", "Arbitration", "Books", "Survival", "Insurances", "Enforcements", "Enforceability", "Closings", "Withholdings", "Litigations", "Anti-Corruption Laws", "Titles", "Duties", "Base Salary", "Modifications", "Fees", "Amendments", "Further Assurances", "Liens", "Submission To Jurisdiction", "Terms", "Vacations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "None of the Partnership Entities is in (i)\u00a0violation of the Organizational Documents (including, for the avoidance of doubt, the Seventh A&R LPA), (ii) violation of any statute, law, rule or regulation, or any judgment, order or decrees of any body having jurisdiction over it or (iii)\u00a0breach or default (or an event which, with notice or lapse of time or both, would constitute such an event) in the performance of any term, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties is subject, which breach, default or violation, in the case of (ii)\u00a0and (iii), individually or in the aggregate, has had, or would, if continued, reasonably be expected to have, a Material Adverse Effect.", "references": ["Vacations", "Remedies", "Effective Dates", "General", "Cooperation", "Representations", "Successors", "Benefits", "Enforceability", "Governing Laws", "Venues", "Entire Agreements", "Capitalization", "Payments", "Forfeitures", "Titles", "Subsidiaries", "Definitions", "Indemnity", "Interpretations", "Further Assurances", "Authorizations", "Sanctions", "Amendments", "Insurances", "Warranties", "Records", "No Waivers", "Powers", "Terms", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "There is no action, suit, order, claim, litigation, inquiry, notice of violation, arbitration, mediation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) (i)\u00a0that has had or would reasonably be expected to have a Material Adverse Effect or (ii)\u00a0adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Units. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment or decree of a court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) that has had or would reasonably be expected to have a Material Adverse Effect. Except as has not had and would not reasonably be expected to have a Material Adverse Effect, there is no investigation or review pending (or, to the knowledge of the Company, threatened) by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) with respect to the Company or any of its Subsidiaries.", "references": ["Definitions", "Books", "Enforceability", "Positions", "Anti-Corruption Laws", "Headings", "Terminations", "Taxes", "Warranties", "Applicable Laws", "Payments", "Miscellaneous", "Survival", "Assignments", "Confidentiality", "Participations", "Costs", "Integration", "Subsidiaries", "Vesting", "No Defaults", "Cooperation", "Consent To Jurisdiction", "Compliance With Laws", "Disclosures", "Change In Control", "No Conflicts", "Counterparts", "Construction", "General", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Guaranty shall be binding on, and shall inure to the benefit of Guarantor, Lender and their respective successors and assigns; provided that Guarantor may not assign or transfer its rights or obligations under this Guaranty. Without limiting the generality of the foregoing, Lender may assign, sell participations in or otherwise transfer its rights under the Loan Documents pursuant to the terms thereof to any other person or entity, and the other person or entity shall then become vested with all the rights granted to Lender in this Guaranty or otherwise.", "references": ["Entire Agreements", "Amendments", "Arbitration", "Governing Laws", "Duties", "Approvals", "Consents", "Venues", "Fees", "No Defaults", "Defined Terms", "Agreements", "Enforceability", "Jurisdictions", "Intellectual Property", "Forfeitures", "Miscellaneous", "Assigns", "Use Of Proceeds", "Cooperation", "Liens", "Powers", "Vacations", "Authorizations", "Waivers", "Interpretations", "Base Salary", "Employment", "Notices", "Titles", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Restricted Share Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflict of laws.", "references": ["Further Assurances", "Taxes", "Expenses", "Defined Terms", "Disclosures", "Closings", "Entire Agreements", "Fees", "Miscellaneous", "Authorizations", "Headings", "Waivers", "Erisa", "Sanctions", "Powers", "Brokers", "Consent To Jurisdiction", "Submission To Jurisdiction", "Vacations", "Death", "Costs", "Waiver Of Jury Trials", "Change In Control", "Cooperation", "Compliance With Laws", "Records", "Interpretations", "Severability", "Books", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except for (i) the continuation of health benefits under state or federal law at Executive\u2019s (or his spouse and dependent\u2019s) expense (for which statutory and eligibility requirements must be met) and (ii) the payment of Wages through the Termination Date, Executive shall not be entitled to receive any payments, benefits or other compensation under this Section 5 (including but not limited to any Annual Bonus or severance pay) unless and until Executive has executed and delivered to the Company a non-revocable waiver and release, in form and substance acceptable to the Company in its sole discretion, of all claims he has, or may have, known or unknown, against the Company, its subsidiaries and affiliates and their respective predecessors and successors, and any of the current or former directors, managers, officers, employees, owners, investors, shareholders, partners, members, representatives, or agents of any of the foregoing, which arise out of or relate to his employment, separation therefrom, any agreement between the Parties, the LLC Agreement, the Restricted Unit Award Agreements or any other matter or facts or events occurring through the date of Executive\u2019s signature on such waiver and release.", "references": ["General", "Organizations", "Insurances", "Arbitration", "Jurisdictions", "Capitalization", "Modifications", "Governing Laws", "Warranties", "Miscellaneous", "Records", "Approvals", "Death", "Costs", "Waiver Of Jury Trials", "Venues", "Fees", "Brokers", "Use Of Proceeds", "Titles", "Employment", "Enforceability", "Further Assurances", "Successors", "Compliance With Laws", "Tax Withholdings", "Solvency", "Sanctions", "Releases", "Specific Performance", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and permitted assigns. Executive may not assign any of his rights or delegate any of his duties under this Agreement.", "references": ["No Defaults", "Withholdings", "Financial Statements", "Death", "Enforceability", "Powers", "Miscellaneous", "Insurances", "Entire Agreements", "Submission To Jurisdiction", "Employment", "Brokers", "Waiver Of Jury Trials", "Payments", "Existence", "Liens", "Anti-Corruption Laws", "Cooperation", "Qualifications", "Confidentiality", "Erisa", "Applicable Laws", "Counterparts", "Solvency", "Assigns", "Consent To Jurisdiction", "Successors", "Litigations", "Headings", "Base Salary", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Agreement sets forth the terms and conditions of your employment that shall apply commencing on the Effective Date and ending upon termination of this Agreement by either party as described in Section\u00a07 hereof (such period, the \u201cEmployment Term\u201d).", "references": ["Vesting", "Disclosures", "Duties", "Assignments", "Counterparts", "Remedies", "Definitions", "Transactions With Affiliates", "Organizations", "Solvency", "Arbitration", "Venues", "Titles", "No Waivers", "Survival", "Existence", "Brokers", "Withholdings", "Amendments", "Closings", "Forfeitures", "Warranties", "Change In Control", "Sales", "Successors", "Interests", "Compliance With Laws", "Interpretations", "Insurances", "Consent To Jurisdiction", "Terms"], "gold": ["Terms"]}
+{"input": "Except for the specific representations and warranties contained in this Section \u00a03 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section \u00a02 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.", "references": ["Payments", "Positions", "Powers", "Approvals", "Defined Terms", "Adjustments", "Erisa", "Assigns", "Liens", "Subsidiaries", "Indemnifications", "Remedies", "Further Assurances", "Authority", "Counterparts", "Representations", "Forfeitures", "Notices", "Records", "Withholdings", "Capitalization", "Compliance With Laws", "Employment", "Waiver Of Jury Trials", "Assignments", "Entire Agreements", "Fees", "Expenses", "Governing Laws", "Consent To Jurisdiction", "Warranties"], "gold": ["Warranties"]}
+{"input": "Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document, including (a) in the case of the Initial Credit Extension, (i) to refinance in part amounts outstanding under the Existing Credit Agreement and (ii) to pay fees, costs and expenses in connection with the Transactions and (b) in the case of Credit Extensions on or after the Closing Date, (i) for providing working capital to the Borrowers and its Subsidiaries, (ii)\u00a0for financing capital expenditures and Permitted Acquisitions and (iii)\u00a0for other lawful corporate purposes; provided that (A)\u00a0no part of the proceeds of the Loans made to the Borrowers hereunder will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the FRB and no part of the proceeds of any Loan or Letter of Credit will be used, directly or indirectly, to fund or finance any transaction that is prohibited by Sanctions or in any manner which would result in the Parent Borrower or any of its Subsidiaries being in breach of Sanctions or becoming a Restricted Party, or in any other manner that would result in a violation of Sanctions by any Person, and (B)\u00a0that no part of the proceeds of any Loan or Letter of Credit will be used, directly or indirectly, for any purpose which would breach any Anti-Corruption and Anti-Money Laundering Law.", "references": ["Venues", "Releases", "Approvals", "Duties", "Employment", "Taxes", "Expenses", "Assigns", "Death", "Binding Effects", "Sanctions", "Survival", "Consents", "Organizations", "Tax Withholdings", "Further Assurances", "Interests", "Integration", "Non-Disparagement", "Miscellaneous", "Construction", "Notices", "Powers", "Agreements", "Amendments", "Financial Statements", "Cooperation", "Authorizations", "Successors", "Jurisdictions", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "If any court or other Governmental Authority of competent jurisdiction issues an order or other decision holding any term or provision of this Agreement invalid, illegal or incapable of being enforced because of any Law, or if the FCC informally advises the parties that any provision in this Agreement is invalid, illegal or unenforceable under the Communications Act or FCC Rules (and will thus preclude the FCC\u2019s grant of the FCC Application), the parties shall promptly amend this Agreement to eliminate the invalid, illegal or unenforceable provision so as to effectuate their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated to the greatest extent possible without any material adverse effect upon either party. In the absence of any amendment, this Agreement shall be construed with the invalid, illegal or unenforceable term or provision deleted so long as such construction does not deprive either party of the benefits of this Agreement in any material respect.", "references": ["Approvals", "Sales", "Interests", "Successors", "Expenses", "Confidentiality", "Definitions", "Publicity", "Positions", "No Defaults", "Representations", "Interpretations", "Indemnity", "Vacations", "Organizations", "Survival", "Transactions With Affiliates", "Brokers", "Fees", "Change In Control", "Enforcements", "Taxes", "Further Assurances", "Submission To Jurisdiction", "Financial Statements", "Employment", "Disclosures", "General", "No Conflicts", "Arbitration", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without reference to its principles of conflict of laws.", "references": ["Authority", "Existence", "Death", "Taxes", "Benefits", "Survival", "Applicable Laws", "Expenses", "Specific Performance", "Arbitration", "Representations", "Records", "Submission To Jurisdiction", "Assignments", "Base Salary", "No Waivers", "Capitalization", "Integration", "Venues", "Vacations", "Vesting", "Employment", "Brokers", "Disability", "Approvals", "Payments", "Organizations", "Amendments", "Construction", "Indemnifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of New York, including Section 5-1401 and Section 5-1402 of the general obligation law of the State of New York, without reference to any other conflicts of law principles thereof.", "references": ["Insurances", "Modifications", "Litigations", "Financial Statements", "Warranties", "Consents", "Non-Disparagement", "Change In Control", "Remedies", "Organizations", "Jurisdictions", "Anti-Corruption Laws", "Transactions With Affiliates", "No Conflicts", "Waiver Of Jury Trials", "Titles", "Duties", "Applicable Laws", "Severability", "Entire Agreements", "Indemnity", "Effective Dates", "Integration", "Vesting", "Headings", "Assignments", "Subsidiaries", "Closings", "Disability", "Effectiveness", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties hereto acknowledge that German American will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Securityholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to German American upon such violation, German American shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to German American at law or in equity.", "references": ["Anti-Corruption Laws", "Tax Withholdings", "Closings", "Representations", "Participations", "Amendments", "Qualifications", "Erisa", "Publicity", "Waivers", "Duties", "General", "Effectiveness", "Employment", "Assignments", "Remedies", "Assigns", "Brokers", "Records", "Applicable Laws", "Enforcements", "Intellectual Property", "No Defaults", "Releases", "Insurances", "Withholdings", "Effective Dates", "Subsidiaries", "Successors", "Titles", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The consolidated (and including on a consolidating basis, if requested by Agent in its Permitted Discretion, during the existence of an Excluded Subsidiary or an Unrestricted Subsidiary) balance sheets, and related statements of income, cash flow and shareholders equity, of Parent on a Consolidated Basis that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present in all material respects the financial positions and results of operations of Obligors and Restricted Subsidiaries at the dates and for the periods indicated , subject to, in the case of monthly or quarterly balance sheets and related statements, the absence of footnotes and year end audit adjustments. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time, it being acknowledged, and agreed by Lenders, however, that projections as to future events are not viewed as facts and that the actual results during the period or periods covered by said projections may differ from the projected results and that the differences may be material. Since December\u00a031, 2016, there has been no change in the condition, financial or otherwise, of any Obligor or Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent or Lenders at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Each Obligor and Restricted Subsidiary is Solvent.", "references": ["Sanctions", "Effective Dates", "Indemnifications", "Capitalization", "Organizations", "Construction", "Benefits", "Headings", "Disability", "Non-Disparagement", "Waiver Of Jury Trials", "Disclosures", "Agreements", "Integration", "Brokers", "Publicity", "Powers", "Further Assurances", "Employment", "Liens", "Severability", "No Waivers", "No Defaults", "Closings", "Definitions", "Taxes", "Waivers", "Notices", "Terminations", "Consent To Jurisdiction", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive offices of the Company and to the Participant at the address appearing in the records of the Company for the Participant, or to either party at another address that the party designates in writing to the other. Notice shall be effective upon receipt.", "references": ["Books", "Releases", "Participations", "Submission To Jurisdiction", "Severability", "Consent To Jurisdiction", "Miscellaneous", "Forfeitures", "Capitalization", "No Waivers", "Vesting", "Successors", "Definitions", "Sanctions", "Authority", "Jurisdictions", "Interests", "Financial Statements", "Assigns", "Taxes", "Interpretations", "Employment", "Enforceability", "Expenses", "Approvals", "Death", "Remedies", "Insurances", "Construction", "Cooperation", "Notices"], "gold": ["Notices"]}
+{"input": "During the Term, the Executive\u2019s base salary will be at a rate of not less than $650,000 per annum (the \u201c Base Salary \u201d). Such Base Salary shall be paid in accordance with the Company\u2019s payroll practices and policies then in effect. The Base Salary shall be subject to periodic review for increases, but in no event shall the Base Salary be decreased.", "references": ["Submission To Jurisdiction", "Capitalization", "Applicable Laws", "Specific Performance", "Existence", "Publicity", "Assigns", "Interests", "Closings", "Effectiveness", "Vesting", "Counterparts", "Warranties", "Definitions", "Indemnity", "Consent To Jurisdiction", "Costs", "Governing Laws", "Integration", "Sanctions", "Representations", "Disclosures", "Adjustments", "Authority", "Cooperation", "Construction", "Effective Dates", "Litigations", "Transactions With Affiliates", "Releases", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Each Originator agrees that Buyer may collaterally assign (and has collaterally assigned) all of its right, title and interest in, to and under the Transferred Receivables and this Agreement to the Administrative Agent (for the benefit of the Secured Parties) under the Funding Agreement, including its right to exercise the remedies set forth in Section 4.04 . Each Originator agrees that, prior to the Termination Date under the Funding Agreement, the Administrative Agent (for the benefit of the Secured Parties) may enforce directly, without joinder of Buyer, all of Buyer\u2019s rights hereunder and all of the obligations of such Originator hereunder, including any obligations of such Originator set forth in Sections 4.04 , 5.01 and 6.14 , and that the Administrative Agent and the Secured Parties shall be third party beneficiaries of Buyer\u2019s rights hereunder.", "references": ["Erisa", "Base Salary", "Brokers", "Adjustments", "Entire Agreements", "Enforceability", "General", "Notices", "Use Of Proceeds", "Costs", "Survival", "Terminations", "Disclosures", "Financial Statements", "Compliance With Laws", "Venues", "Employment", "Waiver Of Jury Trials", "Effective Dates", "Books", "Approvals", "Positions", "Anti-Corruption Laws", "Change In Control", "Participations", "Severability", "Duties", "Successors", "Terms", "Qualifications", "Assignments"], "gold": ["Assignments"]}
+{"input": "During the Term, Executive shall be entitled to twenty (20) days paid vacation or Paid Time Off (\u201cPTO\u201d) per year, or such greater amount as may be earned under the Company\u2019s standard PTO policy, to be earned ratably throughout the year.\u00a0 PTO days may be carried from one year to the next in accordance with the Company vacation policy, provided that the Executive shall not be entitled to accrue a balance of more than five PTO days.", "references": ["Closings", "Publicity", "Erisa", "Cooperation", "Defined Terms", "Sales", "Withholdings", "Remedies", "Consent To Jurisdiction", "Litigations", "Consents", "No Waivers", "Counterparts", "Terminations", "Definitions", "Binding Effects", "Non-Disparagement", "Indemnifications", "Enforceability", "Vesting", "Employment", "Positions", "Jurisdictions", "No Conflicts", "Confidentiality", "Tax Withholdings", "Waiver Of Jury Trials", "Taxes", "Survival", "Effective Dates", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided , however , that Guarantor may not, without the prior written consent of Purchaser, assign any of its rights, powers, duties or obligations hereunder. Purchaser may assign or transfer its rights under this Guaranty in accordance with the transfer of assignment provisions of the Master Repurchase Agreement.", "references": ["Amendments", "General", "Expenses", "Effective Dates", "Authorizations", "Use Of Proceeds", "Records", "Non-Disparagement", "Representations", "Erisa", "Brokers", "Waivers", "Assigns", "Indemnifications", "Organizations", "Jurisdictions", "Vesting", "Indemnity", "Applicable Laws", "Notices", "Interests", "Taxes", "Capitalization", "Intellectual Property", "No Conflicts", "Costs", "Benefits", "Existence", "Enforceability", "Cooperation", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document. This Agreement may be signed and delivered by fax transmission or email, which shall be effective as an original.", "references": ["Benefits", "Expenses", "Modifications", "Interests", "Qualifications", "Approvals", "Records", "Base Salary", "Venues", "Death", "Withholdings", "Applicable Laws", "Costs", "Employment", "Miscellaneous", "Assignments", "Further Assurances", "Agreements", "Indemnity", "Representations", "Remedies", "Effective Dates", "Interpretations", "Payments", "Financial Statements", "Jurisdictions", "Waivers", "No Conflicts", "Warranties", "Authority", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to any related subject matter, including without limitation the 2013 Agreement; provided , however , that (A) this shall not be construed to limit Employee\u2019s eligibility for (1) a bonus with respect to 2017 under Subparagraph 3(b) of the 2013 Agreement, except that no such bonus shall be duplicative of the bonus with respect to 2017 under Subparagraph 3(b) of this Agreement; or (2) grants of Awards with respect to 2017 under Subparagraph 4(e) of the 2013 Agreement, except that no such Awards shall be duplicative of the Awards with respect to 2017 under Subparagraph 4(e) of this Agreement; and (B) the Indemnification Agreement between the Company and Employee of November 4, 2013, as amended from time to time, shall remain in full force and effect hereafter.", "references": ["Sales", "Releases", "Submission To Jurisdiction", "Survival", "Consents", "Enforcements", "Insurances", "Binding Effects", "Liens", "Disclosures", "Miscellaneous", "Non-Disparagement", "Brokers", "Intellectual Property", "Terminations", "Taxes", "Interests", "Warranties", "Capitalization", "Titles", "Definitions", "Consent To Jurisdiction", "Books", "Defined Terms", "Base Salary", "Participations", "Remedies", "Subsidiaries", "No Waivers", "Litigations", "Integration"], "gold": ["Integration"]}
+{"input": "All rights and benefits under the Plan are personal to the Participant and neither the Plan nor any right or interest of a Participant or any other person arising under the Plan is subject to voluntary or involuntary alienation, sale, transfer, or assignment without the Committee\u2019s consent, which may be withheld in its sole discretion. In the event of a Participant\u2019s death, the Company shall pay any bonus payment the Committee determines to make to the Participant\u2019s estate.", "references": ["Remedies", "Disability", "No Defaults", "Anti-Corruption Laws", "Duties", "Taxes", "Submission To Jurisdiction", "Governing Laws", "Existence", "Authorizations", "Integration", "Withholdings", "Binding Effects", "Defined Terms", "Qualifications", "Titles", "Warranties", "Subsidiaries", "Applicable Laws", "Litigations", "Indemnifications", "Forfeitures", "Use Of Proceeds", "Authority", "Further Assurances", "Arbitration", "Sales", "Costs", "Effective Dates", "Solvency", "Death"], "gold": ["Death"]}
+{"input": "The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party thereof (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i)\u00a0such as have been obtained or made and are in full force and effect (except to the extent not required to be obtained or made pursuant to the Collateral and Guarantee Requirement), (ii) in connection with the Perfection Requirements and (iii)\u00a0such consents, approvals, registrations, filings or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b)\u00a0will not violate any (i)\u00a0of such Loan Party\u2019s Organizational Documents or (ii)\u00a0Requirements of Law applicable to such Loan Party which, in the case of this clause (b)(ii) , would reasonably be expected to have a Material Adverse Effect and (c)\u00a0will not violate or result in a default under any material Contractual Obligation in respect of Indebtedness having an aggregate principal amount exceeding the Threshold Amount to which such Loan Party is a party which, in the case of this clause (c) , would reasonably be expected to result in a Material Adverse Effect.", "references": ["Disability", "Assigns", "Effectiveness", "Further Assurances", "Titles", "Adjustments", "Terminations", "Representations", "Consent To Jurisdiction", "Intellectual Property", "Duties", "Remedies", "Releases", "Interests", "Capitalization", "Venues", "Sales", "Authorizations", "Approvals", "Specific Performance", "Qualifications", "Publicity", "Counterparts", "Participations", "Indemnifications", "Binding Effects", "Interpretations", "Cooperation", "Books", "Withholdings", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Other than as described in the SEC Reports, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as set forth on Schedule 3.1(g) , no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g) , the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Benefits", "Terminations", "Submission To Jurisdiction", "Anti-Corruption Laws", "Disclosures", "Death", "Duties", "Participations", "Vesting", "Disability", "Compliance With Laws", "Waiver Of Jury Trials", "Intellectual Property", "Integration", "General", "Base Salary", "Remedies", "Governing Laws", "Tax Withholdings", "Enforcements", "Warranties", "Existence", "Adjustments", "Payments", "Powers", "Publicity", "Amendments", "Taxes", "Employment", "Subsidiaries", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer, the Servicer and the Administrator and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer\u2019s rights and obligations under this Agreement to the successor Asset Representations Reviewer.\u00a0 The Asset Representations Reviewer will pay the reasonable expenses of transitioning its obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer, the Servicer, the Administrator or the successor Asset Representations Reviewer.", "references": ["Consent To Jurisdiction", "Books", "Construction", "Compliance With Laws", "Anti-Corruption Laws", "Indemnifications", "Erisa", "Successors", "Organizations", "Financial Statements", "Sanctions", "Submission To Jurisdiction", "Costs", "Titles", "Litigations", "Forfeitures", "Terms", "Remedies", "Terminations", "Assigns", "Waiver Of Jury Trials", "Modifications", "Indemnity", "Jurisdictions", "Taxes", "Applicable Laws", "Agreements", "Death", "Severability", "Use Of Proceeds", "Expenses"], "gold": ["Expenses"]}
+{"input": "The transfer of Common Shares shall be subject to the further condition that the Company shall provide for the withholding of any taxes required by applicable federal, state, or local law by reducing the number of Performance Share Units to be transferred to Employee\u2019s Account or by such other manner as the Committee shall determine in its discretion. As a condition to the grant, vesting and settlement of this Award and as set forth in Section 18 of the Plan, Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Subsidiary or affiliate for) any applicable taxes or tax withholdings, social contributions, required deductions, or other payments, if any (\u201cTax-Related Items\u201d), which arise upon the grant, vesting or settlement of this Award, ownership or disposition of Common Shares, receipt of dividends, if any, or otherwise in connection with this Award or the Common Shares, including, if applicable, hypothetical tax obligations imposed under any expatriate tax policy maintained by the Company. Regardless of any action the Company or any Subsidiary or affiliate takes with respect to any or all applicable Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains Employee\u2019s responsibility and may exceed any amount actually withheld by the Company or any Subsidiary or affiliate. Employee further acknowledges and agrees that Employee is solely responsible for filing all relevant documentation that may be required in relation to this Award or any Tax-Related Items other than filings or documentation that is the specific obligation of the Company or any Subsidiary or affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of this Award, the holding of Common Shares or any bank or brokerage account, the subsequent sale of Common Shares, and the receipt of any dividends. Employee further acknowledges that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Award to reduce or eliminate Employee\u2019s liability for Tax-Related Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Common Share or Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under applicable laws. Further, if Employee has become subject to Tax-Related Items in more than one jurisdiction, Employee acknowledges that the Company or any Subsidiary or affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.", "references": ["Consent To Jurisdiction", "Transactions With Affiliates", "Interests", "Construction", "Effective Dates", "Duties", "Intellectual Property", "Anti-Corruption Laws", "Integration", "Titles", "Records", "Qualifications", "Disability", "Notices", "Terms", "Payments", "Survival", "Arbitration", "Interpretations", "Change In Control", "No Waivers", "Assignments", "Use Of Proceeds", "Defined Terms", "Fees", "Sales", "Sanctions", "Binding Effects", "Agreements", "Representations", "Taxes"], "gold": ["Taxes"]}
+{"input": "Employee understands that this Agreement shall be null and void if not executed by him/her within forty-five (45) days.\u00a0 This Agreement will become effective on the date it has been signed by both Parties (the \u201cEffective Date\u201d).", "references": ["Disclosures", "Counterparts", "Disability", "Indemnifications", "Expenses", "Miscellaneous", "Benefits", "Sales", "Vacations", "Titles", "Waivers", "Financial Statements", "Amendments", "Existence", "Severability", "Enforceability", "Cooperation", "Agreements", "Authorizations", "Terminations", "Releases", "Costs", "Headings", "Enforcements", "Governing Laws", "Assigns", "Capitalization", "Transactions With Affiliates", "Brokers", "Interests", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Subject to your execution, delivery and non-revocation of the Release by the Release Effective Date, t he Company shall also pay to you an amount equal to $50,990, less applicable taxes and withholdings (the \u201c Support Retainer \u201d), which amount shall be paid to you over the period beginning on July\u00a01,\u00a02018 through August 31, 2018, in accordance with Company\u2019s regular payroll schedule . The Support Retainer is in consideration for your ongoing cooperation with and support to the Company regarding matters in which you have been involved during your employment with the Company. Accordingly, at any time following the Termination Date, to the extent reasonably requested by the Company, you shall cooperate with the Company in connection with matters arising out of your employment with the Company and you shall be reimbursed for reasonable documented expenses incurred in connection with this cooperation to the extent that such expenses exceed the Support Retainer.", "references": ["Survival", "Anti-Corruption Laws", "Costs", "Interpretations", "Non-Disparagement", "Definitions", "Insurances", "Terms", "Vacations", "Warranties", "Headings", "Effective Dates", "Titles", "Vesting", "Assignments", "Authority", "Agreements", "Governing Laws", "Brokers", "Disclosures", "Death", "Disability", "Sanctions", "Consents", "Payments", "Financial Statements", "Closings", "Transactions With Affiliates", "Consent To Jurisdiction", "Duties", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The execution and delivery of this Agreement, the consummation of the transactions provided for herein and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any provision of Purchaser\u2019s organizational documents, or of any laws, rules, codes, ordinances applicable to Purchaser or any agreements binding upon Purchaser.", "references": ["No Waivers", "Insurances", "Solvency", "Erisa", "Books", "Notices", "Organizations", "Governing Laws", "Submission To Jurisdiction", "Further Assurances", "Successors", "Base Salary", "Records", "Litigations", "Specific Performance", "Agreements", "Representations", "Cooperation", "Costs", "No Defaults", "Disclosures", "Venues", "Expenses", "Interpretations", "Fees", "Amendments", "Payments", "Taxes", "Defined Terms", "Entire Agreements", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Each Loan Party and each Lender hereby acknowledges and agrees that the Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates. In addition, each Loan Party and each Lender hereby acknowledges that Affiliates of the Joint Lead Arrangers, the Co-Documentation Agent, the Agent and certain of the Lenders will be initial purchasers of the New Senior Notes.", "references": ["Headings", "Non-Disparagement", "Integration", "General", "Erisa", "Disability", "Use Of Proceeds", "Miscellaneous", "Liens", "Binding Effects", "Submission To Jurisdiction", "Anti-Corruption Laws", "Arbitration", "Books", "Benefits", "Enforcements", "Specific Performance", "Closings", "Expenses", "Assigns", "Sales", "Consents", "Definitions", "Further Assurances", "No Waivers", "Consent To Jurisdiction", "Agreements", "Insurances", "Capitalization", "No Conflicts", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Section 17.6 of the Collaboration Agreement is hereby incorporated by reference into this Agreement.", "references": ["Headings", "Vacations", "Jurisdictions", "Successors", "Entire Agreements", "Severability", "Consents", "Authorizations", "Insurances", "Assigns", "Publicity", "Fees", "Organizations", "Positions", "Integration", "Intellectual Property", "Representations", "Definitions", "Terminations", "Defined Terms", "Consent To Jurisdiction", "Expenses", "Existence", "Modifications", "Forfeitures", "Warranties", "Non-Disparagement", "Financial Statements", "Use Of Proceeds", "No Defaults", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Agreement, together with the Confidential Information Agreement and any equity award agreements between Executives and the Company containing change in control provisions, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including, but not limited to, any rights to any severance and/or change in control benefits set forth in Executive\u2019s original offer letter or any prior change in control agreement. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless it is in a writing that specifically mentions this Agreement and that is signed by Executive and by an authorized officer of the Company (other than Executive).", "references": ["Authority", "Counterparts", "Benefits", "Specific Performance", "Authorizations", "Positions", "Severability", "Miscellaneous", "Disability", "General", "Capitalization", "Cooperation", "Vacations", "Liens", "Waivers", "Expenses", "Qualifications", "Participations", "Erisa", "No Conflicts", "Terminations", "Consent To Jurisdiction", "Consents", "Modifications", "Titles", "Insurances", "Amendments", "Sales", "Base Salary", "Organizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Open Text and its Subsidiaries, taken as a whole and on a consolidated basis, are Solvent.", "references": ["Successors", "Litigations", "No Conflicts", "Powers", "Intellectual Property", "Authorizations", "Applicable Laws", "Tax Withholdings", "Disclosures", "Fees", "Construction", "Qualifications", "Waivers", "Further Assurances", "Effectiveness", "Disability", "Defined Terms", "Use Of Proceeds", "Miscellaneous", "Governing Laws", "Amendments", "Base Salary", "Assigns", "Integration", "Interpretations", "Subsidiaries", "Waiver Of Jury Trials", "Duties", "Enforceability", "Compliance With Laws", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions.", "references": ["Publicity", "Employment", "Change In Control", "Approvals", "Terms", "Specific Performance", "Fees", "Construction", "Disclosures", "Withholdings", "Costs", "Warranties", "Effective Dates", "Powers", "Litigations", "Headings", "Organizations", "Sales", "Consents", "Binding Effects", "Effectiveness", "Agreements", "Severability", "Further Assurances", "Counterparts", "General", "Base Salary", "Waiver Of Jury Trials", "Authorizations", "No Conflicts", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given either (i)\u00a0when personally delivered or sent by facsimile or (ii)\u00a0five (5) days after being mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of a Participant, mailed notices shall be addressed to him or her at the home address or facsimile number which he or she most recently communicated to Employer in writing. In the case of Employer, mailed notices or notices sent by facsimile shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its General Counsel or Chief Financial Officer.", "references": ["Construction", "Intellectual Property", "Vesting", "Arbitration", "Payments", "Forfeitures", "Assignments", "Non-Disparagement", "Participations", "Powers", "Expenses", "Waiver Of Jury Trials", "Compliance With Laws", "Employment", "Miscellaneous", "Authority", "Effectiveness", "Remedies", "Change In Control", "Agreements", "Insurances", "Subsidiaries", "No Conflicts", "Effective Dates", "Death", "General", "Qualifications", "Amendments", "Modifications", "Interpretations", "Notices"], "gold": ["Notices"]}
+{"input": "None of the Borrowers is violating any provision of its charter documents or by-laws (or equivalent entity documents) or any agreement or instrument by which any of them may be subject or by which any of them or any of their properties may be bound or any decree, order, judgment, license, rule or any Applicable Law, in a manner which could result in the imposition of penalties in excess of the Threshold Amount or could reasonably be expected to have a Material Adverse Effect.", "references": ["Sanctions", "Participations", "Records", "Integration", "Agreements", "Non-Disparagement", "Enforceability", "Construction", "Indemnity", "Brokers", "Existence", "Fees", "Expenses", "Books", "Powers", "Confidentiality", "Titles", "Liens", "Withholdings", "Enforcements", "Defined Terms", "Insurances", "Solvency", "No Waivers", "Subsidiaries", "Arbitration", "Entire Agreements", "Interests", "Assigns", "Venues", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The provisions of this Agreement are severable. The invalidity of any provision shall not affect the validity of any other provision.", "references": ["Powers", "Amendments", "Erisa", "Interpretations", "Taxes", "Publicity", "Assignments", "Financial Statements", "No Waivers", "Confidentiality", "Change In Control", "Disability", "Representations", "Employment", "Consents", "Compliance With Laws", "Death", "Binding Effects", "Use Of Proceeds", "Indemnity", "Closings", "Subsidiaries", "Vesting", "Participations", "Notices", "Forfeitures", "Disclosures", "Costs", "Venues", "Effectiveness", "Severability"], "gold": ["Severability"]}
+{"input": "The Company and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Company or any Subsidiary, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The United States income tax returns of the Company and its Subsidiaries have been audited by the Internal Revenue Service through the fiscal year ended December\u00a031, 2013. No tax liens have been filed and no claims are being asserted by any Governmental Authority with respect to any such taxes. To the best of the Borrowers\u2019 knowledge and belief, the charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxes or other governmental charges are adequate.", "references": ["Effective Dates", "Representations", "Forfeitures", "Closings", "Tax Withholdings", "Sales", "Organizations", "Liens", "Disclosures", "No Waivers", "Definitions", "Waivers", "Death", "Books", "Adjustments", "Transactions With Affiliates", "Remedies", "Compliance With Laws", "Publicity", "Costs", "Financial Statements", "Effectiveness", "Existence", "Anti-Corruption Laws", "No Defaults", "Use Of Proceeds", "Terms", "Modifications", "Governing Laws", "Indemnity", "Taxes"], "gold": ["Taxes"]}
+{"input": "Schedule\u00a0G (as at the date hereof and as it may be required to be updated from time to time by the Borrower in accordance with this Agreement) lists the names, jurisdictions of incorporation, continuance, amalgamation or formation of and the details of ownership of the outstanding Equity Securities and Equity Securities Equivalents of each Obligor and their respective Subsidiaries, in each case existing on the date hereof. Schedule\u00a0H (as at the date hereof and as it may be required to be updated from time to time by the Borrower in accordance with this Agreement) lists the jurisdiction of organization of each Obligor, the jurisdiction in which the chief executive office of each Obligor is located and each jurisdiction in which each Obligor holds any material tangible Property.", "references": ["Compliance With Laws", "Releases", "Interpretations", "Costs", "Binding Effects", "Cooperation", "Further Assurances", "Existence", "Entire Agreements", "Insurances", "Disability", "Waiver Of Jury Trials", "Consents", "Vesting", "Representations", "Transactions With Affiliates", "Amendments", "Modifications", "Authorizations", "Construction", "Counterparts", "Approvals", "Publicity", "Payments", "Consent To Jurisdiction", "Vacations", "Duties", "Records", "Assigns", "Enforceability", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts (including by facsimile or other electronic means), and all of which together shall constitute one instrument.", "references": ["Sales", "Duties", "Miscellaneous", "Change In Control", "Effectiveness", "Vesting", "Death", "Financial Statements", "Assigns", "Confidentiality", "Liens", "Authority", "Expenses", "Payments", "Venues", "Tax Withholdings", "Entire Agreements", "Subsidiaries", "Enforceability", "Remedies", "Positions", "Consents", "Modifications", "Further Assurances", "Non-Disparagement", "Taxes", "Organizations", "Notices", "Definitions", "Intellectual Property", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Parent agrees to reimburse the Bank for all reasonable out-of-pocket costs and expenses of the Bank in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Moore\u00a0& Van Allen PLLC.", "references": ["Interpretations", "Base Salary", "Amendments", "Intellectual Property", "Vesting", "Miscellaneous", "Disclosures", "Effectiveness", "Withholdings", "Positions", "Agreements", "Duties", "Releases", "Terminations", "Interests", "Non-Disparagement", "Headings", "Cooperation", "Subsidiaries", "Indemnifications", "Litigations", "Closings", "Solvency", "No Defaults", "Remedies", "Consents", "Waiver Of Jury Trials", "Approvals", "Specific Performance", "Enforcements", "Expenses"], "gold": ["Expenses"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).", "references": ["Enforcements", "Disability", "Arbitration", "Positions", "Successors", "Indemnity", "Remedies", "Subsidiaries", "Liens", "Consents", "No Conflicts", "Terminations", "Transactions With Affiliates", "Enforceability", "Survival", "Further Assurances", "Confidentiality", "Integration", "Disclosures", "Brokers", "Compliance With Laws", "Definitions", "Payments", "Non-Disparagement", "Withholdings", "Assignments", "Change In Control", "Participations", "Base Salary", "No Defaults", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be terminated by any Purchaser or by the Company with respect to any Purchaser, as to the Purchaser\u2019s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing has not been consummated on or before May 31, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Compliance With Laws", "Consents", "Definitions", "Insurances", "Headings", "Sales", "Records", "Assigns", "Taxes", "No Defaults", "Adjustments", "Effective Dates", "Counterparts", "Change In Control", "Severability", "Qualifications", "Costs", "Releases", "Agreements", "Arbitration", "Existence", "Death", "Participations", "Benefits", "Integration", "Specific Performance", "Entire Agreements", "Approvals", "Anti-Corruption Laws", "Waivers", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement may be signed in counterparts, each and every one of which shall be deemed an original, notwithstanding variations in format or file designation which may result from the electronic transmission, storage and printing of copies from separate computers or printers.\u00a0 Facsimile signatures and signatures transmitted via portable document format (PDF) shall be treated as original signatures.", "references": ["Waivers", "Amendments", "Records", "Representations", "Remedies", "Books", "Withholdings", "Employment", "Liens", "Warranties", "Change In Control", "Disclosures", "Defined Terms", "Qualifications", "Effectiveness", "Tax Withholdings", "Death", "Further Assurances", "Costs", "Brokers", "Approvals", "Solvency", "Transactions With Affiliates", "Compliance With Laws", "Titles", "Jurisdictions", "Adjustments", "Intellectual Property", "Positions", "Cooperation", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought.", "references": ["Payments", "Base Salary", "Disclosures", "Notices", "Withholdings", "Insurances", "Confidentiality", "Closings", "General", "Publicity", "Vacations", "Transactions With Affiliates", "Integration", "Vesting", "Binding Effects", "Survival", "Severability", "Releases", "Powers", "Compliance With Laws", "Use Of Proceeds", "Employment", "Venues", "Benefits", "Interpretations", "Taxes", "Miscellaneous", "Intellectual Property", "Governing Laws", "Records", "Amendments"], "gold": ["Amendments"]}
+{"input": "(a)\u00a0 Authority of the Representative. \u00a0 Any action by the Representative or Underwriters hereunder may be taken by J.P. Morgan Securities LLC on behalf of the Underwriters, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Underwriters.", "references": ["Agreements", "Forfeitures", "Transactions With Affiliates", "Anti-Corruption Laws", "Authority", "Submission To Jurisdiction", "Interpretations", "Releases", "Adjustments", "Organizations", "Records", "Compliance With Laws", "Counterparts", "Enforcements", "Approvals", "Taxes", "Construction", "Death", "Cooperation", "Waiver Of Jury Trials", "Vesting", "Successors", "Applicable Laws", "Remedies", "Specific Performance", "No Waivers", "Employment", "Sales", "Litigations", "Non-Disparagement", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "It is the express intention of the parties that the agreements contained herein shall have the widest application possible. If any agreement contained herein is found by a court having jurisdiction to be unreasonable in scope or character, the agreement shall not be rendered unenforceable thereby, but rather the scope or character of such agreement shall be deemed reduced or modified with retroactive effect to render such agreement reasonable and such agreement shall be enforced as thus modified. If the court having jurisdiction will not review the agreement, then the parties shall mutually agree to revise the unenforceable provision to as close as permitted by law to the provision declared unenforceable. The parties further agree that in the event a court having jurisdiction determines, despite the express intent of the parties, that any portion of any covenant or agreement contained herein is not enforceable, the remaining provisions of this Agreement shall nonetheless remain valid and enforceable.", "references": ["Sales", "Successors", "Authority", "Effective Dates", "Vesting", "Terminations", "Remedies", "Venues", "No Conflicts", "Tax Withholdings", "Employment", "Definitions", "Effectiveness", "Governing Laws", "Payments", "Fees", "Amendments", "Base Salary", "Consents", "Authorizations", "Non-Disparagement", "Expenses", "Interpretations", "Compliance With Laws", "Disclosures", "Survival", "Organizations", "Releases", "Books", "Benefits", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission (including portable document format) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic means be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.", "references": ["Approvals", "Employment", "No Waivers", "Indemnifications", "Severability", "Forfeitures", "Integration", "Releases", "Powers", "Waivers", "Applicable Laws", "Modifications", "Erisa", "Effectiveness", "Specific Performance", "Capitalization", "Interests", "Terminations", "Publicity", "Construction", "Fees", "Governing Laws", "Subsidiaries", "No Conflicts", "Tax Withholdings", "Defined Terms", "Confidentiality", "Vesting", "Brokers", "Warranties", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement sets forth the entire understanding between Executive and the Company, and supersedes all prior agreements, representations, discussions, and understandings concerning their subject matter. Executive represents that, in executing this Agreement, Executive has not relied upon any representation or statement made by the Company or any other Company Releases, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement or otherwise.", "references": ["Terms", "Enforceability", "Transactions With Affiliates", "Solvency", "Severability", "Successors", "Use Of Proceeds", "Amendments", "Books", "Cooperation", "Records", "Warranties", "Capitalization", "Governing Laws", "Disability", "Confidentiality", "Sanctions", "Death", "Taxes", "Non-Disparagement", "Approvals", "Indemnity", "Insurances", "No Defaults", "Qualifications", "Compliance With Laws", "Adjustments", "Organizations", "No Conflicts", "Waiver Of Jury Trials", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Administrative Agent shall have received duly executed counterparts of this Amendment signed by the Borrower Parties and the Lenders.", "references": ["Closings", "Titles", "Tax Withholdings", "Applicable Laws", "Authorizations", "Governing Laws", "Venues", "Effective Dates", "Entire Agreements", "Modifications", "Duties", "Base Salary", "Use Of Proceeds", "Vacations", "Participations", "Approvals", "Books", "Interests", "Disclosures", "Enforcements", "Brokers", "Solvency", "Agreements", "Terms", "No Conflicts", "Arbitration", "Sales", "Survival", "Sanctions", "Successors", "Amendments"], "gold": ["Amendments"]}
+{"input": "Borrower has obtained and has delivered to Lender certificates of all of the insurance policies for the Project reflecting the insurance coverages, amounts and other insurance requirements set forth in this Agreement. No claims have been made under any such policy, and no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any such policy.", "references": ["Records", "Governing Laws", "Erisa", "Terminations", "Venues", "Liens", "Vacations", "Remedies", "Consent To Jurisdiction", "Releases", "Closings", "Disability", "Approvals", "Titles", "Forfeitures", "Cooperation", "Indemnifications", "Notices", "Effectiveness", "Survival", "Indemnity", "Compliance With Laws", "Solvency", "Subsidiaries", "Non-Disparagement", "Financial Statements", "Publicity", "Assignments", "Entire Agreements", "Qualifications", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.", "references": ["Tax Withholdings", "Agreements", "Anti-Corruption Laws", "Payments", "Confidentiality", "Expenses", "General", "Defined Terms", "Subsidiaries", "Submission To Jurisdiction", "Integration", "Headings", "Miscellaneous", "Further Assurances", "Counterparts", "Interests", "Closings", "Consents", "Non-Disparagement", "Notices", "Records", "Warranties", "Cooperation", "Authority", "No Conflicts", "Successors", "Terminations", "Severability", "Effective Dates", "Publicity", "Construction"], "gold": ["Construction"]}
+{"input": "Except in respect of regulatory approvals, which shall be governed by Section \u200e4.2(c) , as promptly as possible and, in any event, prior to the Closing Date, Seller shall use commercially reasonable efforts to (i) make or cause to be made all filings required by Law to be made by it in order to consummate each Acquisition; and (ii) seek and obtain all Consents required pursuant to Part VII of Section A of the Appendix relating to such Acquisition.", "references": ["Disclosures", "Vesting", "Representations", "Terms", "No Conflicts", "Erisa", "Solvency", "Releases", "Arbitration", "Amendments", "Intellectual Property", "Sales", "Specific Performance", "Interpretations", "Assignments", "Effective Dates", "Powers", "Entire Agreements", "Defined Terms", "Severability", "Employment", "Change In Control", "Base Salary", "Applicable Laws", "Cooperation", "Submission To Jurisdiction", "Venues", "Confidentiality", "Books", "Tax Withholdings", "Consents"], "gold": ["Consents"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. The parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission, or an electronic copy of this Agreement is delivered bearing electronic signatures of the parties thereto. Such facsimile or electronic signature shall be treated in all respects as having the same effect as an original signature.", "references": ["Closings", "Interests", "Expenses", "Withholdings", "Assigns", "Financial Statements", "No Waivers", "Taxes", "Compliance With Laws", "Participations", "Releases", "Survival", "Litigations", "Death", "Capitalization", "Sanctions", "Waivers", "Employment", "Tax Withholdings", "Costs", "Vesting", "Authorizations", "Effective Dates", "Indemnifications", "Enforcements", "Disability", "Headings", "Modifications", "Interpretations", "Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "For purposes of this Section 16, the term \u201cApplicable Law\u201d includes FATCA and \u201cLender\u201d includes Issuing Bank.", "references": ["Interests", "Entire Agreements", "Amendments", "Modifications", "Indemnity", "Employment", "Use Of Proceeds", "Binding Effects", "Assigns", "Solvency", "Counterparts", "Survival", "Integration", "Assignments", "Liens", "Insurances", "Consents", "Venues", "Authority", "Definitions", "Enforcements", "Death", "General", "Costs", "Brokers", "Warranties", "Submission To Jurisdiction", "Adjustments", "Arbitration", "Closings", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "(a)\u00a0 The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily difference between the Revolving Commitment of such Lender and the Revolving Credit Exposure (excluding Swingline Exposure) of such Lender during the period from and including the Closing Date to but excluding the date on which such Revolving Commitment terminates.\u00a0 Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the Closing Date.\u00a0 All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Cooperation", "Participations", "Anti-Corruption Laws", "Transactions With Affiliates", "Indemnity", "No Conflicts", "Effective Dates", "Representations", "Approvals", "Death", "Powers", "Use Of Proceeds", "Submission To Jurisdiction", "Duties", "Confidentiality", "Waivers", "Authority", "Applicable Laws", "Vacations", "Vesting", "Survival", "No Defaults", "Agreements", "Arbitration", "Forfeitures", "Jurisdictions", "Titles", "Releases", "Enforcements", "Entire Agreements", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement shall be governed by and construed and enforced in accordance with the laws of The Commonwealth of Massachusetts.", "references": ["Adjustments", "Effective Dates", "Arbitration", "Jurisdictions", "Authorizations", "Binding Effects", "Releases", "Capitalization", "Compliance With Laws", "Enforceability", "No Waivers", "Death", "Duties", "Erisa", "Sales", "Liens", "Indemnifications", "Fees", "Approvals", "Consents", "Costs", "Modifications", "Representations", "Submission To Jurisdiction", "Use Of Proceeds", "No Conflicts", "Positions", "Qualifications", "Payments", "Expenses", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW RULES OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.", "references": ["Adjustments", "Waiver Of Jury Trials", "No Defaults", "Miscellaneous", "Tax Withholdings", "Modifications", "Erisa", "Payments", "Litigations", "Construction", "Books", "Expenses", "Specific Performance", "Defined Terms", "Disclosures", "Assigns", "Confidentiality", "Subsidiaries", "Consents", "Successors", "Interpretations", "Vesting", "Counterparts", "Publicity", "Warranties", "Employment", "Assignments", "Binding Effects", "Death", "Authority", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Secured Parties agree that at any time that the Person acting as security trustee of Secured Parties in respect of the UK Security Agreements shall be a Person other than Agent, such other Person shall have the rights, remedies, benefits and powers granted to Agent in its capacity as security trustee of Secured Parties under this Agreement and the UK Security Agreements.", "references": ["General", "Warranties", "Change In Control", "Publicity", "Capitalization", "Forfeitures", "Representations", "Confidentiality", "Notices", "Sanctions", "Erisa", "Employment", "Further Assurances", "Effectiveness", "Organizations", "Fees", "Assigns", "Benefits", "Closings", "Vacations", "Binding Effects", "Consents", "Adjustments", "Participations", "Death", "Governing Laws", "Entire Agreements", "Submission To Jurisdiction", "Venues", "Interpretations", "Successors"], "gold": ["Successors"]}
+{"input": "Subject to such terms and conditions as shall be specified in an Award Agreement, an Option may be exercised in whole or in part at any time during the term thereof by notice to the Corporation together with payment of the aggregate exercise price therefor. Payment of the exercise price shall be made (i)\u00a0in cash or by cash equivalent, (ii)\u00a0at the discretion of the Committee, in shares of Common Stock acceptable to the Committee, valued at the Fair Market Value of such shares on the date of exercise, (iii)\u00a0at the discretion of the Committee, by a delivery of a notice that the Participant has placed a market sell order (or similar instruction) with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Corporation in satisfaction of the Option exercise price (conditioned upon the payment of such net proceeds), (iv)\u00a0at the discretion of the Committee, by withholding from delivery shares of Common Stock for which the Option is otherwise exercised, (v)\u00a0at the discretion of the Committee, by a combination of the methods described above or (vi)\u00a0by such other method as may be approved by the Committee and set forth in the Award Agreement. In addition to and at the time of payment of the exercise price, the Participant shall pay to the Corporation the full amount of any and all applicable income tax and employment tax amounts required to be withheld in connection with such exercise, payable under one or more of the methods described above for the payment of the exercise price of the Options or as otherwise may be approved by the Committee.", "references": ["Duties", "Arbitration", "Waivers", "Erisa", "Disclosures", "Assignments", "Successors", "Payments", "Releases", "Tax Withholdings", "Transactions With Affiliates", "Organizations", "Jurisdictions", "Death", "Adjustments", "Waiver Of Jury Trials", "Consents", "Closings", "Powers", "Participations", "Submission To Jurisdiction", "Confidentiality", "Insurances", "Change In Control", "No Defaults", "Taxes", "Sanctions", "Miscellaneous", "Headings", "Publicity", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Executive\u2019s employment hereunder may be terminated as follows.", "references": ["Disability", "Amendments", "Base Salary", "Enforceability", "Indemnity", "Fees", "Survival", "Anti-Corruption Laws", "Binding Effects", "Titles", "Change In Control", "Consents", "Duties", "Existence", "Representations", "Sales", "No Waivers", "Agreements", "Tax Withholdings", "Indemnifications", "Costs", "Sanctions", "Vesting", "Authorizations", "Miscellaneous", "Waivers", "Effective Dates", "Effectiveness", "Assignments", "Records", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement and all documents and instruments referred to herein (i) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof, and (ii) are not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder. Each Party hereto agrees that, except for the representations and warranties contained in this Agreement, neither Party makes any other representations or warranties, and each hereby disclaims any other representations and warranties made by itself or any of his agents, financial and legal advisors or other representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure of any documentation or other information with respect to any one or more of the foregoing.", "references": ["Modifications", "Severability", "Solvency", "Costs", "Enforcements", "Releases", "Terminations", "Taxes", "Further Assurances", "Withholdings", "Confidentiality", "Existence", "Vesting", "Change In Control", "Indemnifications", "Miscellaneous", "Publicity", "Positions", "Financial Statements", "Enforceability", "Interpretations", "Sanctions", "Transactions With Affiliates", "Records", "Assigns", "Consents", "Assignments", "Employment", "Notices", "No Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "As of the Closing Date, after giving effect to the Transactions, Parent and its Subsidiaries, on a consolidated basis, are Solvent.", "references": ["Warranties", "Qualifications", "Agreements", "Modifications", "Survival", "Remedies", "Titles", "Subsidiaries", "Sanctions", "Governing Laws", "Duties", "Enforceability", "Approvals", "Entire Agreements", "Construction", "Applicable Laws", "Counterparts", "Records", "Liens", "Closings", "Vesting", "Authorizations", "Authority", "Tax Withholdings", "Miscellaneous", "Assignments", "Benefits", "Terms", "Indemnity", "Enforcements", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each 2018-3 Lease Agreement complied in all material respects at the time it was originated, and as of the date of the 2018-3 Servicing Supplement will comply in all material respects, with all requirements of federal, State and local laws.", "references": ["Adjustments", "Agreements", "No Conflicts", "Financial Statements", "Taxes", "Enforceability", "Remedies", "Subsidiaries", "Terms", "Survival", "Payments", "Withholdings", "Representations", "Interpretations", "Closings", "Miscellaneous", "Interests", "Non-Disparagement", "Records", "Existence", "Intellectual Property", "General", "Assigns", "Jurisdictions", "Amendments", "Liens", "Submission To Jurisdiction", "Indemnifications", "Benefits", "Anti-Corruption Laws", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Capitalized terms used but not defined in this Agreement are defined in Appendix 1 to the 2018-B Exchange Note Supplement, dated as of September\u00a01, 2018 (the \u201c Exchange Note Supplement \u201d), to the Second Amended and Restated Credit and Security Agreement, dated as of July\u00a022, 2005, as amended and restated as of December\u00a01, 2015 (the \u201c Credit and Security Agreement \u201d), among the CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, HTD Leasing LLC, as Collateral Agent, and Ford Motor Credit Company LLC, as Lender and Servicer, or in Appendix A to the Credit and Security Agreement.\u00a0 Appendix 1 and Appendix A also contain usage rules\u00a0that apply to this Agreement.\u00a0 Appendix 1 and Appendix A are incorporated by reference into this Agreement.", "references": ["Enforcements", "Entire Agreements", "Vacations", "Warranties", "Titles", "Benefits", "Specific Performance", "Disclosures", "Cooperation", "Existence", "Litigations", "Approvals", "Tax Withholdings", "Positions", "Publicity", "Solvency", "Authorizations", "Effective Dates", "Submission To Jurisdiction", "Headings", "Waiver Of Jury Trials", "Duties", "Binding Effects", "Capitalization", "Assigns", "Liens", "Insurances", "Interests", "Consent To Jurisdiction", "No Defaults", "Definitions"], "gold": ["Definitions"]}
+{"input": "Subject to Section 3(d), at any time at any time during an Event of Default Redemption Right Period (as defined below) with respect to an Alternate Conversion Event of Default (regardless of whether such Event of Default has been cured or if the Holder has delivered an Event of Default Redemption Notice to the Company), the Holder may, at the Holder\u2019s option, convert (each, an \u201c Alternate Conversion \u201d, and the date of such Alternate Conversion, each, an \u201c Alternate Conversion Date \u201d) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the \u201c Alternate Conversion Amount \u201d) into shares of Common Stock at the Alternate Conversion Price.", "references": ["Duties", "Amendments", "Books", "Modifications", "Authorizations", "Agreements", "Effective Dates", "Consents", "Interpretations", "Intellectual Property", "Approvals", "Compliance With Laws", "Tax Withholdings", "Definitions", "Fees", "Releases", "Forfeitures", "Non-Disparagement", "Base Salary", "Insurances", "Governing Laws", "Benefits", "Representations", "Closings", "Erisa", "Cooperation", "Taxes", "Sales", "Assigns", "Notices", "General"], "gold": ["General"]}
+{"input": "The following definitions apply to this Article\u00a0XII and supersede any conflicting definition in the Plan.", "references": ["Disclosures", "Counterparts", "Liens", "Participations", "Effective Dates", "Erisa", "Expenses", "Non-Disparagement", "No Waivers", "Taxes", "Intellectual Property", "General", "Base Salary", "Adjustments", "Effectiveness", "No Conflicts", "Fees", "Confidentiality", "Severability", "Books", "Assigns", "Sanctions", "Modifications", "Binding Effects", "Terminations", "Powers", "Further Assurances", "Transactions With Affiliates", "Records", "Remedies", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Company shall make reasonable efforts to comply with all applicable federal and state securities laws with respect to this Award; provided, however, notwithstanding any other provision of this Award Agreement, the Shares shall not be delivered if the delivery thereof would result in a violation of any such law. This Award is intended to be exempt from the provisions of Section 409A of the Code as a short term deferral or to be compliant with Section 409A of the Code. This Award shall be construed, administered, and governed in a manner that effects such intent, provided that the Company does not represent or guarantee that any particular federal or state income, estate, payroll, or other tax consequences will occur because of this Award and the compensation provided hereunder. To the extent required to comply with Section 409A of the Code, (a) any delivery of Shares or payment of a Dollar Amount (and payment of dividend equivalents) to a \u201cspecified employee\u201d as determined by the Company in accordance with Treasury Regulation Section 1.409A-1(i) (or any successor thereto) on account of termination of employment shall be made no earlier than six months after the date of termination; (b) termination of employment shall not be considered to occur until there is a \u201cseparation from service\u201d within the meaning of Treasury Regulation Section\u00a01.409A-1(h) (1)(ii), where the employee\u2019s services permanently decrease to less than 50% of the average level of services performed over the preceding 36 month period; and (c) any vested Shares or vested Dollar Amount (and dividend equivalents) shall be delivered or paid on the earlier of (i) the applicable Vest Date, or (ii) your separation from service (subject to a six-month delay as may be required if you are a specified employee as described above).", "references": ["Books", "Successors", "Solvency", "Assigns", "Releases", "Sales", "Transactions With Affiliates", "Enforcements", "Interests", "Venues", "Confidentiality", "Counterparts", "Submission To Jurisdiction", "Liens", "Amendments", "Vacations", "Binding Effects", "Enforceability", "Entire Agreements", "Closings", "Powers", "Effective Dates", "Withholdings", "Assignments", "Capitalization", "Integration", "Expenses", "Benefits", "Consent To Jurisdiction", "Terminations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Issuing Bank, any Swingline Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.", "references": ["Cooperation", "Organizations", "Waivers", "Definitions", "Agreements", "Specific Performance", "Notices", "Amendments", "Qualifications", "Counterparts", "Consents", "Disclosures", "Erisa", "Death", "Terms", "Adjustments", "Arbitration", "Headings", "Insurances", "Financial Statements", "Approvals", "Effective Dates", "Applicable Laws", "Withholdings", "Existence", "Vacations", "Successors", "Assigns", "Brokers", "Books", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. \u00a0Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.", "references": ["Withholdings", "Successors", "Counterparts", "Titles", "Disclosures", "Anti-Corruption Laws", "Death", "Terms", "Defined Terms", "Waivers", "Transactions With Affiliates", "Terminations", "Litigations", "Headings", "Costs", "Insurances", "Cooperation", "Intellectual Property", "No Waivers", "Amendments", "Authority", "Participations", "Sanctions", "Enforceability", "Employment", "Definitions", "Publicity", "Capitalization", "Jurisdictions", "Further Assurances", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Letter will be construed, interpreted and governed in accordance with English law.", "references": ["Use Of Proceeds", "Definitions", "Consent To Jurisdiction", "Disclosures", "Successors", "Enforceability", "Miscellaneous", "Payments", "Change In Control", "Terminations", "Jurisdictions", "Binding Effects", "Brokers", "Closings", "Indemnity", "Consents", "No Defaults", "Agreements", "Interpretations", "Duties", "Non-Disparagement", "Vesting", "Subsidiaries", "Interests", "Records", "Authority", "Erisa", "Terms", "Employment", "Venues", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the appropriate funding office as set forth in the Credit Agreement.", "references": ["Interests", "Costs", "Integration", "Interpretations", "Sales", "Confidentiality", "Approvals", "Submission To Jurisdiction", "Positions", "Waiver Of Jury Trials", "Base Salary", "Releases", "Governing Laws", "Severability", "Amendments", "Miscellaneous", "No Defaults", "Survival", "Vesting", "Arbitration", "Authority", "Waivers", "Benefits", "Cooperation", "Taxes", "Books", "Financial Statements", "Warranties", "Vacations", "Powers", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement is effective as of the Effective Date. The Company agrees to employ Executive in accordance herewith during the period starting on the Effective Date and ending on and inclusive of the date two (2) years thereafter, subject to any earlier termination of Executive\u2019s employment hereunder pursuant to Section 7 . The period starting on the Effective Date and ending on and inclusive of the date two (2) years thereafter, regardless of any termination of Executive\u2019s employment hereunder, is referred to herein as the \u201c Term \u201d. The period starting on the Effective Date and ending on and inclusive of the earlier of (a) the date two (2) years thereafter, and (b) the Termination Date (as defined in Section 8.1 ) is referred to herein as the \u201c Employment Period \u201d.", "references": ["Effective Dates", "Erisa", "Base Salary", "Interests", "Intellectual Property", "Organizations", "Headings", "Confidentiality", "Records", "Severability", "Warranties", "Payments", "Applicable Laws", "Subsidiaries", "Titles", "Venues", "Modifications", "Closings", "No Conflicts", "Consent To Jurisdiction", "Withholdings", "Enforcements", "Qualifications", "Publicity", "Definitions", "Liens", "Waivers", "Binding Effects", "Authority", "Defined Terms", "Terms"], "gold": ["Terms"]}
+{"input": "You agree not to disparage the Company or its affiliates (including Parent), or any of the affiliates, officers, directors, employees, shareholders, and/or agents of the Company or its affiliates (including Parent), as applicable, in any manner intended or reasonably likely to be harmful to them or their business, business reputation, or personal reputation. Similarly, the Company and its affiliates (including Parent), and the officers, directors, employees, and shareholders of the Company and its affiliates (including Parent) agree not to disparage you, in any manner intended or reasonably likely to be harmful to you or your business reputation or personal reputation.\u00a0\u00a0In addition, you agree and acknowledge that as consideration for the Bonus, your right to receive and retain the Bonus is subject to and conditioned upon your continued compliance with the restrictive covenants (including without limitation any confidentiality, non-solicitation and non-competition covenants) contained in an employment or similar agreement between you and the Company and/or any of its subsidiaries or affiliates.", "references": ["Binding Effects", "Notices", "Qualifications", "Enforcements", "Death", "Benefits", "Warranties", "Indemnity", "Sales", "Counterparts", "Venues", "Litigations", "Solvency", "Compliance With Laws", "No Waivers", "Waiver Of Jury Trials", "Duties", "Survival", "Vacations", "Positions", "Vesting", "Releases", "Effectiveness", "Applicable Laws", "Terms", "Closings", "Remedies", "Titles", "Confidentiality", "Financial Statements", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Parent Borrower will furnish to the Agent promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that a Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if a Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Agent, a Borrower and/or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices to the Agent promptly after receipt thereof.", "references": ["Benefits", "Enforcements", "No Waivers", "Survival", "Confidentiality", "Base Salary", "No Defaults", "Interpretations", "Binding Effects", "Construction", "Defined Terms", "Successors", "Counterparts", "Terminations", "Litigations", "Disability", "Jurisdictions", "Warranties", "Use Of Proceeds", "Withholdings", "Cooperation", "Books", "Further Assurances", "Miscellaneous", "Amendments", "Sanctions", "Employment", "Qualifications", "Forfeitures", "Notices", "Erisa"], "gold": ["Erisa"]}
+{"input": "Any notice hereunder by the Grantee shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof at the following address: Corporate Secretary, NiSource Inc., 801 East 86th Avenue, Merrillville, IN 46410-6271, or at such other address as the Company may designate by notice to the Grantee. Any notice hereunder by the Company shall be given to the Grantee in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Grantee may have on file with the Company.", "references": ["Miscellaneous", "No Waivers", "Consent To Jurisdiction", "Governing Laws", "Sanctions", "Base Salary", "Liens", "Insurances", "Releases", "No Conflicts", "Tax Withholdings", "Survival", "Indemnifications", "Brokers", "Interpretations", "Effective Dates", "Headings", "Construction", "Counterparts", "Publicity", "Assigns", "Costs", "Expenses", "Non-Disparagement", "Death", "Organizations", "Severability", "Capitalization", "Existence", "Integration", "Notices"], "gold": ["Notices"]}
+{"input": "A copy of this Amendment #1 may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.", "references": ["Effectiveness", "Consents", "Books", "Transactions With Affiliates", "Sanctions", "Entire Agreements", "Headings", "Employment", "Cooperation", "Existence", "Authority", "Forfeitures", "Compliance With Laws", "Powers", "Construction", "Definitions", "Vacations", "Assigns", "Amendments", "Non-Disparagement", "Arbitration", "Expenses", "Disclosures", "Base Salary", "Applicable Laws", "Erisa", "Change In Control", "Specific Performance", "Benefits", "Governing Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a)\u00a0at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b)\u00a0transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate, (c)\u00a0any Restricted Payment permitted by Section\u00a06.07 and (d)\u00a0any transactions between or among the Borrower and its Subsidiaries involving the provision of cash management or general corporate services.", "references": ["Liens", "Warranties", "Sales", "Change In Control", "Closings", "Effectiveness", "Amendments", "Further Assurances", "Records", "No Waivers", "Publicity", "Representations", "Survival", "Waivers", "Taxes", "Participations", "Venues", "Authorizations", "Governing Laws", "Integration", "Binding Effects", "Titles", "Vacations", "Expenses", "Assignments", "Organizations", "Construction", "Effective Dates", "Miscellaneous", "Sanctions", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Maintain its existence as a Delaware corporation and its authority to do business in New York State.", "references": ["Warranties", "Disability", "Costs", "Interpretations", "Severability", "Non-Disparagement", "Financial Statements", "Liens", "Insurances", "Binding Effects", "Notices", "Intellectual Property", "Governing Laws", "Jurisdictions", "No Conflicts", "Further Assurances", "Consents", "Terms", "Benefits", "No Waivers", "Records", "Consent To Jurisdiction", "Participations", "Effectiveness", "Specific Performance", "Withholdings", "Headings", "Titles", "Transactions With Affiliates", "Miscellaneous", "Existence"], "gold": ["Existence"]}
+{"input": "THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.", "references": ["No Defaults", "Definitions", "Amendments", "Non-Disparagement", "Indemnity", "Transactions With Affiliates", "Brokers", "Participations", "Anti-Corruption Laws", "Enforceability", "Powers", "Books", "Headings", "Successors", "Financial Statements", "Positions", "Sanctions", "Erisa", "Forfeitures", "General", "Effectiveness", "Organizations", "Liens", "Terms", "Litigations", "Confidentiality", "Releases", "Existence", "Approvals", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.", "references": ["Releases", "Disclosures", "Authority", "Sales", "Litigations", "Vesting", "Withholdings", "Books", "Assigns", "Positions", "Notices", "Enforcements", "Successors", "Base Salary", "Erisa", "Subsidiaries", "Titles", "No Waivers", "Sanctions", "Duties", "Adjustments", "Closings", "No Defaults", "Change In Control", "Interests", "Construction", "Payments", "Anti-Corruption Laws", "Tax Withholdings", "Insurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as otherwise provided in any Award Agreement, the validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws, and applicable federal law.", "references": ["Interests", "Entire Agreements", "Change In Control", "Interpretations", "Authorizations", "No Conflicts", "Submission To Jurisdiction", "Adjustments", "No Waivers", "Qualifications", "Insurances", "Anti-Corruption Laws", "Enforcements", "Assigns", "Transactions With Affiliates", "Survival", "Erisa", "Effective Dates", "Successors", "Indemnifications", "Duties", "Severability", "Indemnity", "Benefits", "Sanctions", "Further Assurances", "Use Of Proceeds", "Forfeitures", "Specific Performance", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation or entity incorporated for formed in the United States or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Anti-Corruption Laws", "Definitions", "Vesting", "Indemnifications", "Further Assurances", "Titles", "Positions", "Representations", "Change In Control", "Death", "Defined Terms", "Assigns", "Tax Withholdings", "Modifications", "Erisa", "Powers", "Disability", "Consent To Jurisdiction", "Specific Performance", "Interpretations", "Closings", "Interests", "Taxes", "Miscellaneous", "Payments", "Existence", "Arbitration", "Waivers", "Applicable Laws", "Terms", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns.", "references": ["Capitalization", "Participations", "Terminations", "Warranties", "Sanctions", "Duties", "Base Salary", "Entire Agreements", "Adjustments", "Existence", "Publicity", "Records", "Taxes", "Consents", "Headings", "Assigns", "Confidentiality", "Organizations", "No Defaults", "Fees", "Counterparts", "Powers", "Withholdings", "Liens", "Integration", "Releases", "Terms", "Miscellaneous", "Definitions", "Survival", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.", "references": ["Non-Disparagement", "Liens", "Insurances", "Withholdings", "Governing Laws", "Positions", "Anti-Corruption Laws", "Existence", "Remedies", "Qualifications", "Vacations", "Further Assurances", "Records", "No Defaults", "Severability", "Change In Control", "Enforceability", "Litigations", "Consents", "Terminations", "Terms", "General", "Waivers", "Disclosures", "Fees", "Disability", "Subsidiaries", "Costs", "Agreements", "Cooperation", "Headings"], "gold": ["Headings"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after commercially reasonable investigation, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Restricted Subsidiaries or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as disclosed in Schedule 5.06, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.", "references": ["Closings", "Notices", "Waivers", "Specific Performance", "Financial Statements", "Applicable Laws", "Powers", "Anti-Corruption Laws", "Terms", "Duties", "Withholdings", "Books", "Binding Effects", "Agreements", "Consents", "No Waivers", "Publicity", "Indemnity", "Sanctions", "Warranties", "Organizations", "Authorizations", "Waiver Of Jury Trials", "Adjustments", "Venues", "Fees", "Interpretations", "Counterparts", "Existence", "Participations", "Litigations"], "gold": ["Litigations"]}
+{"input": "Except as set forth in the SEC Documents, no current or former employee, partner, director, officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, consultants, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through an Eligible Market (as defined in the January Note)), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries.\u00a0\u00a0No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).", "references": ["Confidentiality", "Headings", "Employment", "Erisa", "Positions", "Severability", "Participations", "Forfeitures", "Financial Statements", "Disclosures", "Indemnifications", "Defined Terms", "Effective Dates", "Sanctions", "Duties", "Definitions", "Enforceability", "Assignments", "Compliance With Laws", "Publicity", "Assigns", "Terms", "Enforcements", "No Defaults", "Organizations", "Change In Control", "Taxes", "Records", "Existence", "Death", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company with respect to such Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.", "references": ["Amendments", "Waiver Of Jury Trials", "No Defaults", "Vacations", "Closings", "Construction", "Financial Statements", "Consents", "Taxes", "General", "Agreements", "Intellectual Property", "Authority", "Death", "Payments", "Governing Laws", "Definitions", "Compliance With Laws", "Further Assurances", "Confidentiality", "Remedies", "Assigns", "Submission To Jurisdiction", "Effective Dates", "Books", "No Waivers", "Modifications", "Terminations", "Sales", "Solvency", "Notices"], "gold": ["Notices"]}
+{"input": "If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.", "references": ["General", "No Waivers", "Construction", "Representations", "Benefits", "Applicable Laws", "Assignments", "Taxes", "Anti-Corruption Laws", "Subsidiaries", "Records", "Effective Dates", "Consents", "Authorizations", "Agreements", "Erisa", "Participations", "Tax Withholdings", "Headings", "Books", "Counterparts", "Base Salary", "Governing Laws", "Capitalization", "Fees", "Forfeitures", "Litigations", "Powers", "Cooperation", "Titles", "Severability"], "gold": ["Severability"]}
+{"input": "Assuming the payoff of the Senior Convertible Debt Holders and the release and/or termination of such Senior Convertible Debt Holders\u2019 security interests and liens, the execution, delivery and performance by DAI of this Agreement and the other Funding Documents in accordance with their respective terms do not and will not, after the giving of notice, or the lapse of time or both, or otherwise (i) conflict with, result in a breach of, or constitute a default under the charter or corporate documents of DAI or any law, statute, ordinance, rule or regulation, or any court or administrative order or process or any contract, agreement, arrangement, commitment or plan to which DAI is a party or by which DAI or its assets are bound, (ii) require the consent, waiver, approval, permit, license, clearance or authorization of, or any declaration or filing with, any court or public agency or other public authority, or (iii) require the consent of any Person under any material agreement, arrangement, or commitment of any nature.", "references": ["Effective Dates", "Agreements", "Non-Disparagement", "Tax Withholdings", "Payments", "Qualifications", "Existence", "Titles", "Expenses", "Forfeitures", "Financial Statements", "Employment", "Compliance With Laws", "Brokers", "Miscellaneous", "Approvals", "Waivers", "Terminations", "Benefits", "Effectiveness", "General", "Costs", "Organizations", "Death", "Intellectual Property", "Arbitration", "Fees", "Specific Performance", "Change In Control", "Enforcements", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement may be executed in counterparts, which taken together form one legal instrument. Multiple signature pages and signatures delivered via scanned-in PDF copy or facsimile will all constitute originals and together will constitute one and the same instrument.", "references": ["No Conflicts", "Organizations", "Titles", "Governing Laws", "Base Salary", "Disclosures", "Capitalization", "Disability", "Insurances", "Further Assurances", "Cooperation", "Effective Dates", "Specific Performance", "Publicity", "Confidentiality", "Non-Disparagement", "Interpretations", "Records", "Vacations", "Liens", "Anti-Corruption Laws", "Construction", "Expenses", "Existence", "Vesting", "Change In Control", "Severability", "Venues", "Modifications", "Death", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.", "references": ["Payments", "Titles", "Waivers", "Transactions With Affiliates", "Non-Disparagement", "Compliance With Laws", "Solvency", "Records", "Books", "Indemnifications", "Base Salary", "Disclosures", "Consent To Jurisdiction", "Further Assurances", "Warranties", "No Waivers", "Releases", "Tax Withholdings", "Intellectual Property", "Jurisdictions", "Construction", "Duties", "Expenses", "Subsidiaries", "Erisa", "Powers", "Assigns", "Modifications", "Arbitration", "Insurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement constitutes the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.", "references": ["Withholdings", "Disclosures", "Death", "Records", "Interpretations", "Transactions With Affiliates", "Releases", "Non-Disparagement", "Taxes", "Definitions", "Governing Laws", "Use Of Proceeds", "Survival", "Agreements", "Amendments", "Existence", "Anti-Corruption Laws", "Organizations", "Solvency", "Tax Withholdings", "Payments", "Enforcements", "Terminations", "Effectiveness", "Notices", "Defined Terms", "Sanctions", "Closings", "Confidentiality", "Further Assurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each party\u2019s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.", "references": ["Erisa", "Expenses", "Terminations", "Liens", "Assignments", "Adjustments", "Titles", "Arbitration", "Records", "Cooperation", "Interests", "Capitalization", "Consent To Jurisdiction", "Brokers", "No Waivers", "Compliance With Laws", "Withholdings", "Forfeitures", "Applicable Laws", "Releases", "Non-Disparagement", "Qualifications", "Enforceability", "Authorizations", "Insurances", "Enforcements", "Entire Agreements", "Sanctions", "Remedies", "Governing Laws", "Survival"], "gold": ["Survival"]}
+{"input": "Subject to the terms and conditions hereof, at the Closing, the Purchaser hereby agrees to purchase from the Partnership, and the Partnership hereby agrees to issue and sell to the Purchaser, the Purchased Common Units, upon receipt by the Partnership of the Funding Amount on the Closing Date.", "references": ["Interpretations", "Submission To Jurisdiction", "Sanctions", "Positions", "Counterparts", "Severability", "Terms", "Indemnifications", "Subsidiaries", "Amendments", "Anti-Corruption Laws", "Arbitration", "Titles", "Waivers", "No Waivers", "Organizations", "Capitalization", "Transactions With Affiliates", "Assigns", "Definitions", "Taxes", "Terminations", "Payments", "Construction", "Adjustments", "Governing Laws", "Forfeitures", "Headings", "Existence", "Agreements", "Sales"], "gold": ["Sales"]}
+{"input": "Wherever possible, each provision of this Amendment No.\u00a05 shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment No.\u00a05 shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment No.\u00a05.", "references": ["Entire Agreements", "Anti-Corruption Laws", "Sales", "Payments", "Integration", "Effective Dates", "Governing Laws", "Taxes", "Existence", "Erisa", "Applicable Laws", "Compliance With Laws", "Agreements", "Tax Withholdings", "Enforceability", "No Defaults", "Liens", "Interpretations", "Terms", "Capitalization", "Interests", "Enforcements", "Duties", "No Conflicts", "Benefits", "Powers", "Amendments", "Specific Performance", "Modifications", "Fees", "Severability"], "gold": ["Severability"]}
+{"input": "The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted.", "references": ["No Defaults", "Organizations", "Miscellaneous", "Adjustments", "Governing Laws", "Vesting", "Enforcements", "Headings", "Publicity", "Taxes", "Interests", "Further Assurances", "Qualifications", "Authorizations", "Arbitration", "Amendments", "Consents", "Releases", "Participations", "Waiver Of Jury Trials", "Powers", "Base Salary", "Non-Disparagement", "Litigations", "Modifications", "General", "Approvals", "Anti-Corruption Laws", "Specific Performance", "Indemnity", "Severability"], "gold": ["Severability"]}
+{"input": "Any notices delivered under this Agreement shall be deemed duly delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, in each case to the address of the recipient set forth in the introductory paragraph hereto (in the case of the Company, addressed c/o General Counsel). Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section 9.2.", "references": ["Arbitration", "Costs", "Consents", "Indemnifications", "Modifications", "Financial Statements", "Capitalization", "Enforcements", "Headings", "Brokers", "Litigations", "Use Of Proceeds", "Agreements", "Enforceability", "Disability", "Approvals", "Indemnity", "Construction", "Applicable Laws", "Assigns", "Existence", "Counterparts", "Waivers", "Insurances", "Authorizations", "Benefits", "Effective Dates", "Further Assurances", "Positions", "No Defaults", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment may be executed in counterparts, each of which is fully effective as an original and all of which together constitute one and the same instrument.", "references": ["Consent To Jurisdiction", "Base Salary", "Authorizations", "Venues", "No Waivers", "Positions", "Capitalization", "Applicable Laws", "Modifications", "Transactions With Affiliates", "Terminations", "Duties", "Approvals", "Waiver Of Jury Trials", "Litigations", "Arbitration", "Taxes", "Financial Statements", "Anti-Corruption Laws", "Compliance With Laws", "Erisa", "Disclosures", "Headings", "Forfeitures", "Consents", "Remedies", "Benefits", "Representations", "Closings", "Enforcements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The representations and warranties respectively made by Sellers and Purchaser in this Agreement and in any certificate delivered hereunder will expire as of the Closing or any termination of this Agreement, as applicable.\u00a0\u00a0Following the Closing or any termination of this Agreement, as applicable, no claim with respect to any breach of any representation or warranty contained in this Agreement may be pursued or maintained (either hereunder or otherwise) against any other Party.", "references": ["Solvency", "Participations", "Powers", "Entire Agreements", "Terminations", "Sales", "Defined Terms", "Remedies", "Sanctions", "Miscellaneous", "Compliance With Laws", "Closings", "Costs", "Insurances", "Governing Laws", "Waiver Of Jury Trials", "Records", "Agreements", "Modifications", "Transactions With Affiliates", "Terms", "Benefits", "Representations", "Vesting", "Further Assurances", "Venues", "No Conflicts", "Use Of Proceeds", "Indemnifications", "Specific Performance", "Warranties"], "gold": ["Warranties"]}
+{"input": "At no time before, on or after the Retirement Date shall Executive publish or otherwise transmit any disparaging, derogatory or defamatory remarks, comments or statements, whether written or oral, regarding the Company, its affiliates or their respective officers, directors, employees, consultants, reputations, products, operations, procedures, policies or services, which are reasonably likely to (i)\u00a0damage the reputation of the Company or its affiliates or (ii)\u00a0interfere with the contracts or business relationships of the Company or its affiliates. This paragraph shall not restrict or prevent Executive from providing truthful testimony as required by court order or other legal process.", "references": ["Entire Agreements", "Qualifications", "Financial Statements", "Existence", "Death", "Terms", "Books", "Waivers", "No Defaults", "No Waivers", "Vacations", "Positions", "Miscellaneous", "Indemnity", "Litigations", "Assignments", "Indemnifications", "Publicity", "Agreements", "Transactions With Affiliates", "Costs", "Successors", "Anti-Corruption Laws", "Definitions", "Effectiveness", "Binding Effects", "Arbitration", "Amendments", "Approvals", "Counterparts", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "As of the Effective Date, Parent does not have any subsidiaries other than those Subsidiaries listed on Schedule 3.12. Schedule 3.12 correctly sets forth, as of the Effective Date, (a)\u00a0the percentage ownership (direct or indirect) of Parent in the Equity Interests of its Subsidiaries and also identifies the direct owner thereof and (b)\u00a0the jurisdiction of organization of each such Subsidiary.", "references": ["Further Assurances", "No Waivers", "Interests", "Releases", "Compliance With Laws", "Disclosures", "Titles", "Specific Performance", "Effective Dates", "Effectiveness", "Miscellaneous", "Authorizations", "General", "Approvals", "Fees", "Sales", "Indemnity", "Books", "Records", "Representations", "Non-Disparagement", "Adjustments", "Payments", "Defined Terms", "Forfeitures", "Counterparts", "Organizations", "Brokers", "Confidentiality", "Terms", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Executive shall report exclusively and directly to the Chief Executive Officer of the Companies (\u201c CEO \u201d). Executive shall perform all duties normally associated with the position of CUO, and such other reasonable duties as may be assigned to him by the CEO. Executive will devote his entire working time, attention, and energies to carrying out and fulfilling his duties and responsibilities under this Agreement. Executive agrees to abide by all policies applicable to employees of the Parent Company and the Companies adopted by their respective boards of directors. Executive shall primarily perform his duties in the Companies\u2019 Raleigh, North Carolina offices, and Executive shall relocate to Raleigh within a reasonable time after the Effective Date. Executive represents that he is able and willing to engage routine business travel as is necessary to perform his duties as CUO and to further the Parent Company\u2019s and the Companies\u2019 business interests.", "references": ["Releases", "Entire Agreements", "Brokers", "Disclosures", "Fees", "Powers", "Withholdings", "Definitions", "Cooperation", "Books", "Assignments", "Indemnifications", "Disability", "Vacations", "Capitalization", "Interests", "Consent To Jurisdiction", "Expenses", "Participations", "Litigations", "Venues", "Records", "Base Salary", "Waiver Of Jury Trials", "Publicity", "Effectiveness", "Use Of Proceeds", "Transactions With Affiliates", "Benefits", "Change In Control", "Duties"], "gold": ["Duties"]}
+{"input": "If an Eligible Executive incurs a Qualifying Separation, and as long as the Eligible Executive is not then entitled to receive severance payments or benefits under any Employment Agreement, any change in control severance plan, program or arrangement or any other severance arrangement with the Company or its Affiliates (other than as described in Section 2.4 below) as a result of the Qualifying Separation, then such Eligible Executive shall be entitled to receive change in control severance payments and benefits pursuant to the applicable provisions of this Section 2 .", "references": ["Death", "Disability", "Terminations", "Subsidiaries", "Disclosures", "Positions", "Effective Dates", "Governing Laws", "Fees", "Venues", "Vesting", "Miscellaneous", "Waivers", "Amendments", "Erisa", "Modifications", "Representations", "Non-Disparagement", "Change In Control", "Further Assurances", "Arbitration", "Qualifications", "Capitalization", "Financial Statements", "Effectiveness", "Terms", "Counterparts", "Sales", "Anti-Corruption Laws", "Publicity", "General"], "gold": ["General"]}
+{"input": "The agreements in this Section\u00a0shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Use Of Proceeds", "Books", "Compliance With Laws", "Positions", "Powers", "Consents", "Duties", "Cooperation", "Representations", "Venues", "Indemnity", "Construction", "Applicable Laws", "Assigns", "No Defaults", "Anti-Corruption Laws", "Further Assurances", "Employment", "Taxes", "Litigations", "Vesting", "Qualifications", "Arbitration", "Closings", "Approvals", "Jurisdictions", "Notices", "Authority", "Death", "Existence", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter of this Agreement.", "references": ["Participations", "Interests", "Taxes", "Titles", "Withholdings", "Interpretations", "Use Of Proceeds", "Books", "Cooperation", "Litigations", "No Defaults", "Tax Withholdings", "Warranties", "Closings", "Transactions With Affiliates", "Jurisdictions", "Solvency", "Notices", "Representations", "Enforceability", "Erisa", "Assignments", "Venues", "Indemnity", "Payments", "Change In Control", "Death", "Applicable Laws", "Expenses", "Sanctions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a)\u00a0to Guarantor at its address set forth below its signature hereto, (b)\u00a0to the Agent or the Lenders at its respective address for notices provided for in the Term Loan Agreement or if to a Lender Hedge Provider as provided in the Interest Rate Hedge, or (c)\u00a0as to each such party at such other address as such party shall designate in a written notice to the other parties.\u00a0 Each such notice, request or other communication shall be effective (i)\u00a0if mailed, when received; (ii)\u00a0if telecopied, when transmitted; or (iii)\u00a0if hand delivered, when delivered; provided, however, that any notice of a change of address for notices shall not be effective until received.", "references": ["Forfeitures", "Existence", "Miscellaneous", "Erisa", "Further Assurances", "Sales", "Governing Laws", "Cooperation", "Withholdings", "Binding Effects", "Anti-Corruption Laws", "No Conflicts", "Enforceability", "Disclosures", "Modifications", "Defined Terms", "Records", "Survival", "Submission To Jurisdiction", "Headings", "Entire Agreements", "Benefits", "Disability", "Brokers", "Applicable Laws", "Insurances", "No Waivers", "Agreements", "Assignments", "Indemnity", "Notices"], "gold": ["Notices"]}
+{"input": "Prior to and after giving effect to the transactions contemplated by the Financing Documents, the Borrower, on a consolidated basis with its Subsidiaries, is Solvent.", "references": ["Modifications", "No Defaults", "Integration", "Governing Laws", "Remedies", "Arbitration", "Submission To Jurisdiction", "Indemnity", "Effectiveness", "Effective Dates", "Consents", "Notices", "Jurisdictions", "Payments", "Liens", "Miscellaneous", "Specific Performance", "Consent To Jurisdiction", "Tax Withholdings", "Change In Control", "Defined Terms", "Further Assurances", "Compliance With Laws", "Positions", "Enforcements", "Interpretations", "Assignments", "Definitions", "Forfeitures", "Closings", "Solvency"], "gold": ["Solvency"]}
+{"input": "Any suit or other legal action to enforce the terms of this Agreement or any document or agreement referenced herein must be brought in the St. Louis County, Missouri Circuit Court or (if federal jurisdiction exists) the U.S. District Court for the Eastern District of Missouri. You agree that venue and personal jurisdiction are proper in either such court, and waive all objections to jurisdiction and venue and any defense or claim that either such forum is not the most convenient forum.", "references": ["Powers", "Duties", "Agreements", "Fees", "Modifications", "Qualifications", "Consent To Jurisdiction", "Submission To Jurisdiction", "Headings", "General", "Notices", "Books", "Warranties", "Applicable Laws", "Publicity", "Benefits", "No Conflicts", "Indemnifications", "Venues", "Change In Control", "Insurances", "Payments", "Participations", "Representations", "Assigns", "Specific Performance", "Erisa", "Transactions With Affiliates", "Amendments", "Disclosures", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Other than the grant or exercise of stock options or any other equity securities offered pursuant to duly adopted stock or incentive compensation plans, none of the officers, directors or employees of the Company is on the date hereof a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors and reimbursement for expenses incurred on behalf of the Company ), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a material interest or is an officer, director, trustee or general partner.", "references": ["Arbitration", "Compliance With Laws", "Forfeitures", "Consents", "Organizations", "Integration", "Amendments", "Enforcements", "Books", "Existence", "Governing Laws", "Closings", "Waivers", "Change In Control", "Authority", "Brokers", "Definitions", "General", "Enforceability", "Titles", "Insurances", "Venues", "Assigns", "Releases", "Publicity", "Subsidiaries", "Participations", "Representations", "Terminations", "Litigations", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement shall be construed and governed in accordance with the laws of the State of New York, without giving effect to conflict of law provisions that may require the application of the laws of another jurisdiction. Subject to Section 13.6, the Parties hereby submit to the exclusive jurisdiction of and venue in the federal courts located in the State of New York with respect to any and all disputes concerning the subject of this Agreement.", "references": ["Titles", "Effectiveness", "Authorizations", "Assignments", "Disability", "Waiver Of Jury Trials", "Withholdings", "Sales", "Headings", "Benefits", "Definitions", "Fees", "Disclosures", "Entire Agreements", "Books", "Jurisdictions", "Counterparts", "Insurances", "Records", "Organizations", "Costs", "Anti-Corruption Laws", "Defined Terms", "Integration", "Tax Withholdings", "Interests", "Terms", "Waivers", "Subsidiaries", "Approvals", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Each of the parties irrevocably submits to the exclusive jurisdiction and service and venue in any federal or state court sitting in the State of Delaware for the purposes of any action, suit or proceeding arising out of or with respect to this Agreement. Each of the parties irrevocably and unconditionally waives any objections to the laying of venue of any action, suit or proceeding relating to this Agreement in any federal or state court sitting in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY.", "references": ["Representations", "Anti-Corruption Laws", "Withholdings", "Existence", "Publicity", "Indemnity", "Notices", "Assigns", "Effectiveness", "Assignments", "Tax Withholdings", "Books", "Venues", "Authorizations", "Applicable Laws", "Interpretations", "Use Of Proceeds", "Insurances", "Survival", "Adjustments", "Closings", "Sales", "Confidentiality", "Brokers", "Authority", "Integration", "Warranties", "Arbitration", "Payments", "Releases", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Each Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrowers to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of such preparation.", "references": ["Effective Dates", "Further Assurances", "Fees", "Severability", "Disability", "Insurances", "Authority", "Tax Withholdings", "Transactions With Affiliates", "Cooperation", "Binding Effects", "Arbitration", "Venues", "Consents", "Construction", "Consent To Jurisdiction", "Erisa", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Solvency", "Modifications", "Assignments", "Costs", "Expenses", "Publicity", "Vacations", "Death", "Positions", "Successors", "Terminations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Immediately after the consummation of the transactions contemplated hereby, including (a)\u00a0the payment of the Purchase Price and any other amounts required to be paid pursuant to Article\u00a0II , and (b)\u00a0the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Buyer in connection with the transactions contemplated hereby, each of Buyer and its Subsidiaries, including the Company and the Company Subsidiaries, shall be solvent and shall (i)\u00a0be able to pay its debts as they become due, (ii)\u00a0own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities) and (iii)\u00a0have adequate capital to carry on its business. No transfer of property is being made by Buyer and no obligation is being incurred in connection with the transactions contemplated hereby by Buyer with the intent to hinder, delay or defraud present creditors of Buyer or any of its Subsidiaries. In connection with the transactions contemplated hereby, Buyer has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.", "references": ["Closings", "Fees", "Erisa", "Duties", "Forfeitures", "Publicity", "Agreements", "Books", "Change In Control", "Disability", "Interpretations", "Approvals", "Compliance With Laws", "Sales", "Use Of Proceeds", "Applicable Laws", "Severability", "No Conflicts", "Interests", "Costs", "Authorizations", "Defined Terms", "Integration", "Base Salary", "Miscellaneous", "Taxes", "Venues", "Representations", "Capitalization", "Cooperation", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Amendment and the Lease together contain the entire understanding between the parties hereto and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any guarantees, promises, representations or warranties not herein or therein contained and hereinafter made shall have no force and effect unless in writing and executed by the party or parties making such guarantees, promises, representations or warranties.", "references": ["Anti-Corruption Laws", "Existence", "Interests", "Costs", "Transactions With Affiliates", "Enforceability", "Sanctions", "Benefits", "Change In Control", "Qualifications", "Cooperation", "Submission To Jurisdiction", "Governing Laws", "Publicity", "Enforcements", "Expenses", "Releases", "Titles", "Liens", "Erisa", "Withholdings", "Representations", "Warranties", "Assigns", "Duties", "No Conflicts", "General", "Litigations", "Positions", "Arbitration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall be effective as of the completion of the Closing under each of the Transaction Agreements, as the term \u201cClosing\u201d is defined in each such Transaction Agreement (the \u201c Effective Time \u201d).", "references": ["Remedies", "Arbitration", "Entire Agreements", "Interpretations", "Consents", "Interests", "Severability", "Integration", "Assigns", "Disclosures", "Taxes", "Sales", "Records", "Waiver Of Jury Trials", "No Defaults", "Change In Control", "Construction", "Releases", "Notices", "Benefits", "Subsidiaries", "Sanctions", "Base Salary", "Modifications", "Agreements", "Qualifications", "Indemnity", "No Waivers", "Duties", "Solvency", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a)\u00a0to each Guarantor at its address set forth below its signature hereto, (b)\u00a0to the Administrative Agent or any other Guarantied Party at its address for notices provided for in the Guarantied Documents, as applicable, or (c)\u00a0as to each such party at such other address as such party shall designate in a written notice to the other parties. Each such notice, request or other communication shall be effective (i)\u00a0if mailed, when received; (ii)\u00a0if telecopied, when transmitted; or (iii)\u00a0if hand delivered or sent by overnight courier, when delivered; provided , however , that in the case of the immediately preceding clauses (i)\u00a0through (iii), non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication.", "references": ["Interests", "Amendments", "Effective Dates", "Approvals", "Successors", "Agreements", "Sanctions", "No Defaults", "Terminations", "Employment", "Powers", "Titles", "General", "Governing Laws", "Transactions With Affiliates", "Indemnity", "Representations", "Withholdings", "Submission To Jurisdiction", "Litigations", "Costs", "Assignments", "Solvency", "No Conflicts", "No Waivers", "Defined Terms", "Counterparts", "Brokers", "Applicable Laws", "Enforceability", "Notices"], "gold": ["Notices"]}
+{"input": "Each Credit Party agrees to indemnify the Administrative Agent, the Lead Arrangers, each LC Issuer, each Lender, and their respective Affiliates and their respective directors, officers employees and agents (collectively, the \u201c Indemnitees \u201d) from and hold each of them harmless against any and all losses (other than lost profits), liabilities, claims, damages and reasonable and documented fees and expenses incurred by any of them as a result of, or arising out of, or in connection with any related transaction or any claim, investigation, litigation or other proceeding (whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or the U.S. Borrower or any of its Affiliates or shareholders) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Loan Document or any of the other Transactions and to reimburse each such Indemnitee upon demand for any reasonable and documented fees and expenses, joint or several, incurred in connection with investigating or defending any of the foregoing, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other Governmental Authority having jurisdiction over it that is not in any way related to the entering into and/or performance of any Loan Document, including the reasonable documented fees, disbursements and other charges of one outside counsel for all Indemnitees, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one additional counsel for all such Indemnitees, taken as a whole, in the event of an actual conflict incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of any Indemnitee to the extent (A)\u00a0arising from (x)\u00a0the gross negligence, willful misconduct or bad faith of such Indemnitee or such Indemnitee\u2019s Related Parties (but in the case of any agent, advisor or other representative, only to the extent such agent or advisor was acting at the direction of the applicable Indemnitee) or (y)\u00a0a material breach by such Indemnitee or such Indemnitee\u2019s Related Parties of their obligations under the Loan Documents, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction or (B)\u00a0arising solely from a dispute among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Lead Arranger or similar role under the Loan Documents) not involving or resulting from any action or inaction of the U.S. Borrower or any of its Affiliates).", "references": ["Effectiveness", "Headings", "Submission To Jurisdiction", "Powers", "Defined Terms", "Erisa", "Change In Control", "Consent To Jurisdiction", "Binding Effects", "Use Of Proceeds", "Warranties", "Publicity", "Benefits", "Compliance With Laws", "Remedies", "Taxes", "Notices", "Vesting", "Brokers", "Venues", "Terms", "Waivers", "Transactions With Affiliates", "Vacations", "Subsidiaries", "Modifications", "No Waivers", "Authorizations", "Counterparts", "No Conflicts", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.", "references": ["Survival", "Employment", "Erisa", "Qualifications", "Participations", "Compliance With Laws", "Authority", "Terms", "Financial Statements", "Vesting", "Effectiveness", "Arbitration", "Binding Effects", "Interests", "Approvals", "Remedies", "Fees", "Warranties", "Consent To Jurisdiction", "Applicable Laws", "Waivers", "Assigns", "Intellectual Property", "Venues", "Defined Terms", "Vacations", "Entire Agreements", "Effective Dates", "Construction", "Definitions", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The COO acknowledges that a remedy at law for any breach or attempted breach of Section 6 of this Agreement may be inadequate, agrees that the Corporation shall be entitled to seek specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or any other equitable relief.", "references": ["Indemnifications", "Amendments", "Releases", "Integration", "Enforceability", "Waiver Of Jury Trials", "Brokers", "General", "Transactions With Affiliates", "Venues", "Insurances", "Non-Disparagement", "Change In Control", "Intellectual Property", "Vacations", "Headings", "Withholdings", "Warranties", "Successors", "Construction", "Binding Effects", "Closings", "Duties", "Interpretations", "Expenses", "Approvals", "Interests", "Tax Withholdings", "Enforcements", "Submission To Jurisdiction", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "This Lease may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall constitute but one and the same instrument.", "references": ["Confidentiality", "Warranties", "Enforcements", "Integration", "Further Assurances", "Employment", "Sanctions", "Records", "Subsidiaries", "Use Of Proceeds", "Disability", "Assigns", "Effectiveness", "No Defaults", "Jurisdictions", "Releases", "Submission To Jurisdiction", "Participations", "Transactions With Affiliates", "Fees", "Representations", "Intellectual Property", "Assignments", "Compliance With Laws", "Tax Withholdings", "Venues", "Binding Effects", "Non-Disparagement", "Miscellaneous", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment shall inure to the benefit of and be enforceable against each of the Parties and their respective successors and assigns.", "references": ["Counterparts", "Indemnity", "Vacations", "Waivers", "Interests", "Headings", "Cooperation", "Agreements", "Intellectual Property", "Financial Statements", "Assignments", "Capitalization", "Withholdings", "Construction", "Severability", "Disclosures", "Binding Effects", "Powers", "Terminations", "Organizations", "Titles", "Applicable Laws", "Insurances", "Notices", "Sales", "Base Salary", "Remedies", "Integration", "Specific Performance", "Effective Dates", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement, the Exhibits annexed hereto and the Disclosure Schedule constitute the entire understanding between the parties hereto with respect to the subject matter hereof and supersede all other understandings and negotiations with respect thereto.\u00a0\u00a0As of the date hereof, the Mutual Confidentiality Agreement between RP Management, LLC and the Seller, dated as of August 18, 2017 is hereby terminated without further force and effect, superseded by ARTICLE 7 of this Agreement and all obligations between the parties relating to confidentiality shall be governed by ARTICLE 7 of this Agreement.", "references": ["Counterparts", "Change In Control", "Authorizations", "No Defaults", "Benefits", "Powers", "Death", "Publicity", "Payments", "Construction", "Capitalization", "Solvency", "Assignments", "Effectiveness", "Transactions With Affiliates", "Indemnity", "Erisa", "Positions", "Titles", "Taxes", "Assigns", "Representations", "Non-Disparagement", "No Waivers", "Sanctions", "Existence", "Compliance With Laws", "Jurisdictions", "Duties", "Terminations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed by way of facsimile or electronic signature in separate counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.", "references": ["Organizations", "Consent To Jurisdiction", "Headings", "Confidentiality", "Benefits", "Powers", "Miscellaneous", "Titles", "Governing Laws", "Severability", "Arbitration", "Use Of Proceeds", "Costs", "Solvency", "Indemnifications", "Waivers", "Terms", "Successors", "Forfeitures", "Financial Statements", "Tax Withholdings", "Further Assurances", "Sales", "Positions", "Enforceability", "Remedies", "Venues", "Insurances", "Assigns", "No Defaults", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "During the period from the Execution Date to the earlier of the Effective Time or the date that this Agreement terminates in accordance with Section\u00a01(a), RCI shall continue to employ Executive.\u00a0 At the Effective Time, Executive\u2019s employment shall be automatically transferred to Ensco UK and Executive hereby consents to such transfer.\u00a0 Following the Effective Time, Ensco UK shall employ Executive for the period and in the position set forth in this Section\u00a01 , and subject to the other terms and conditions herein provided.", "references": ["Titles", "Amendments", "Authorizations", "Fees", "No Waivers", "Binding Effects", "Liens", "Books", "Terminations", "Definitions", "Construction", "Qualifications", "Authority", "Consent To Jurisdiction", "Enforcements", "Submission To Jurisdiction", "Change In Control", "Employment", "Compliance With Laws", "Assigns", "Terms", "Duties", "Payments", "Vesting", "Entire Agreements", "Forfeitures", "Severability", "Records", "Death", "Disclosures", "General"], "gold": ["General"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or other electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals for all purposes of this Agreement.", "references": ["Defined Terms", "Integration", "Venues", "Enforcements", "Powers", "Books", "Taxes", "Submission To Jurisdiction", "Modifications", "Remedies", "Insurances", "Authorizations", "Miscellaneous", "Waivers", "Death", "Expenses", "Effective Dates", "Effectiveness", "Severability", "Sales", "Tax Withholdings", "Headings", "Survival", "Interpretations", "Withholdings", "Indemnifications", "Definitions", "Entire Agreements", "Base Salary", "Vacations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All representations and warranties made in this Agreement or in any certificate delivered pursuant hereto shall survive the execution and delivery of this Agreement until this Agreement is released in writing or the ROFN period ends, whichever occurs first.", "references": ["Liens", "Enforceability", "Change In Control", "Confidentiality", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Positions", "Venues", "Terms", "Qualifications", "Representations", "Costs", "Death", "Assignments", "Employment", "Integration", "Vesting", "Binding Effects", "Interests", "Approvals", "Fees", "Entire Agreements", "Headings", "Tax Withholdings", "Jurisdictions", "No Defaults", "Compliance With Laws", "Erisa", "Forfeitures", "Titles", "Warranties"], "gold": ["Warranties"]}
+{"input": "Use the proceeds of any Borrowing on the Closing Date, whether directly or indirectly, in a manner consistent with the uses set forth in the preliminary statements to this Agreement, and after the Closing Date, use the proceeds of any Borrowing or Letter of Credit for any purpose not otherwise prohibited under this Agreement, including, for general corporate purposes, working capital needs, the repayment of Indebtedness, the making of Restricted Payments and the making of Investments; provided that the proceeds of the Loans will not be applied towards the discharge or reduction of any liability incurred in connection with the acquisition of a Restricted Subsidiary incorporated in Hong Kong. \u00a0 The Borrowers shall use the proceeds of the 2018 Refinancing Term Loans to repay the Existing Term Loans (as defined in the 2018 Refinancing Amendment), together with the accrued and unpaid interest thereon, and the payment of fees and expenses in connection therewith.", "references": ["Benefits", "Notices", "Costs", "Anti-Corruption Laws", "Definitions", "Financial Statements", "Forfeitures", "Venues", "Survival", "Successors", "Defined Terms", "Jurisdictions", "Erisa", "Entire Agreements", "Records", "Effectiveness", "Intellectual Property", "Brokers", "Change In Control", "Terminations", "Applicable Laws", "Enforcements", "Duties", "Releases", "Liens", "Waiver Of Jury Trials", "Sanctions", "Further Assurances", "Waivers", "Assignments", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Subject to the retained rights set forth in Section 6(d) above, Executive covenants and agrees that, except as to communciations made in the scope of Executive\u2019s job duties in the normal course of business, Executive shall not at any point and in any form (including in writing, orally or electronically) or to any person or entity criticize, denigrate, or disparage any Released Party(ies), including but not limited to their competence, management, employees, services, character, reputation, or work environment. Upon separation from employment, Executive further agrees to not discuss at any point with any person or otherwise publicize any incidents or alleged incidents occurring prior to Executive\u2019s last date of employment (whether experienced by Executive or any third party) involving the Company or any of its employees or agents. This section is subject to the Retained Rights in Section 6(d).", "references": ["Financial Statements", "Withholdings", "Approvals", "Integration", "Authority", "Authorizations", "Amendments", "Positions", "Notices", "Cooperation", "Waivers", "Records", "Books", "Miscellaneous", "Tax Withholdings", "Closings", "Warranties", "Death", "Subsidiaries", "Headings", "Consents", "Forfeitures", "Venues", "Terminations", "Confidentiality", "Participations", "Vacations", "Submission To Jurisdiction", "Transactions With Affiliates", "Anti-Corruption Laws", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "(a)\u00a0Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower and any other Loan Party under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower and any other Loan Party or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower and each other Loan Party agrees that if an Event of Default is continuing (i)\u00a0Lender is not subject to any \u201cone action\u201d or \u201celection of remedies\u201d law or rule, and (ii)\u00a0all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.", "references": ["Capitalization", "Enforceability", "Interpretations", "Compliance With Laws", "Effectiveness", "Terms", "Construction", "Defined Terms", "Brokers", "Benefits", "Costs", "Sanctions", "Enforcements", "Effective Dates", "Arbitration", "Expenses", "Fees", "Representations", "Solvency", "Notices", "Releases", "Insurances", "Closings", "General", "Payments", "Governing Laws", "No Waivers", "Definitions", "Base Salary", "Counterparts", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement has been duly executed and delivered by Seller and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.", "references": ["Capitalization", "No Defaults", "Amendments", "Agreements", "Qualifications", "Forfeitures", "Costs", "Tax Withholdings", "Use Of Proceeds", "Publicity", "Approvals", "Interpretations", "Organizations", "Entire Agreements", "Successors", "Subsidiaries", "Applicable Laws", "Disclosures", "Litigations", "Vacations", "Venues", "Solvency", "Assigns", "Releases", "No Conflicts", "Sanctions", "Positions", "Records", "Expenses", "Consent To Jurisdiction", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth in the Purchase Agreement or such other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 8(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder as set forth in the Purchase Agreement, or as appearing on the books of the Company, or such other facsimile number or address as the Holder may specify for such purposes by notice to the Company delivered in accordance with this Section 8(a). Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.", "references": ["General", "Adjustments", "Assigns", "Indemnifications", "Qualifications", "Arbitration", "Effective Dates", "Benefits", "Warranties", "Survival", "Enforcements", "Amendments", "No Defaults", "Interests", "Withholdings", "Authority", "Assignments", "Authorizations", "Sanctions", "Tax Withholdings", "Duties", "Existence", "Defined Terms", "Capitalization", "Terminations", "Forfeitures", "Releases", "Effectiveness", "Powers", "Severability", "Notices"], "gold": ["Notices"]}
+{"input": "Except as otherwise expressly provided in this Agreement, each of the parties hereto will bear its own costs, fees and expenses in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including fees, commissions and expenses payable to brokers, finders, investment bankers, consultants, exchange or transfer agents, attorneys, accountants and other professionals, whether or not the transactions contemplated herein are consummated.", "references": ["Integration", "Erisa", "Miscellaneous", "Tax Withholdings", "Terminations", "Sales", "Warranties", "Releases", "Sanctions", "General", "Disability", "Effectiveness", "Interpretations", "Enforcements", "Modifications", "Qualifications", "Adjustments", "Consents", "Non-Disparagement", "Confidentiality", "Change In Control", "Death", "Solvency", "Brokers", "Consent To Jurisdiction", "Enforceability", "Duties", "Waiver Of Jury Trials", "Venues", "Disclosures", "Expenses"], "gold": ["Expenses"]}
+{"input": "To the extent that the vesting or settlement of a Phantom Unit (including any DERs) results in the receipt of compensation by Participant with respect to which any of the Partnership Entities has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by Participant that are acceptable to such Partnership Entity, Participant shall deliver to the Partnership Entity such amount of money as the Partnership Entity may require to meet its withholding obligations under applicable law. No settlement of Phantom Units shall be made pursuant to this Agreement until the amount has been paid or arrangements approved by the Partnership Entity have been made to satisfy in full the applicable tax withholding requirements of the Partnership Entity with respect to such event.", "references": ["Costs", "General", "Transactions With Affiliates", "Powers", "Effectiveness", "Integration", "Terms", "Positions", "Fees", "Warranties", "Authorizations", "Insurances", "Cooperation", "Litigations", "Financial Statements", "Entire Agreements", "Sanctions", "Publicity", "Indemnity", "Capitalization", "Disability", "Confidentiality", "Binding Effects", "No Defaults", "Consent To Jurisdiction", "Severability", "Waiver Of Jury Trials", "Books", "Liens", "Records", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "This Agreement may be terminated by any Purchaser or by the Company with respect to any Purchaser, as to the Purchaser\u2019s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing has not been consummated on or before April 1, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Costs", "Erisa", "Binding Effects", "Enforceability", "Positions", "Miscellaneous", "Duties", "Effectiveness", "Jurisdictions", "Payments", "Notices", "Confidentiality", "Disability", "Indemnity", "Severability", "No Defaults", "Adjustments", "Vacations", "Cooperation", "Approvals", "Agreements", "Books", "Fees", "Employment", "Waiver Of Jury Trials", "Interests", "Defined Terms", "Organizations", "Existence", "Sanctions", "Terminations"], "gold": ["Terminations"]}
+{"input": "The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued prior to such expiration or termination (including, without limitation, pursuant to the provisions of Section 6 hereof).", "references": ["No Waivers", "Warranties", "Death", "Capitalization", "Defined Terms", "Successors", "Specific Performance", "Arbitration", "Counterparts", "Binding Effects", "No Conflicts", "Brokers", "Effectiveness", "Modifications", "Interests", "Representations", "Submission To Jurisdiction", "Venues", "Positions", "No Defaults", "Headings", "Remedies", "Sanctions", "Entire Agreements", "Jurisdictions", "Financial Statements", "Severability", "Interpretations", "Duties", "Qualifications", "Survival"], "gold": ["Survival"]}
+{"input": "The execution, delivery and performance by the Borrower of this Agreement are within the Borrower\u2019s organizational powers, have been duly authorized by all necessary organizational action, require no action by or in respect of, or filing with, any Governmental Authority except such as have been obtained and do not contravene, or constitute a default under, any provision of the articles of incorporation or bylaws of the Borrower.", "references": ["Costs", "Effective Dates", "Severability", "Survival", "Cooperation", "Interpretations", "Litigations", "Intellectual Property", "Death", "Financial Statements", "Approvals", "Duties", "Enforcements", "Successors", "Jurisdictions", "Fees", "Confidentiality", "General", "No Defaults", "Powers", "Amendments", "Non-Disparagement", "Liens", "Construction", "Publicity", "Submission To Jurisdiction", "Use Of Proceeds", "Change In Control", "Benefits", "No Conflicts", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Note shall be made in accordance with Section 7(d) of the Note Agreement.", "references": ["Authority", "Change In Control", "Effective Dates", "Authorizations", "Entire Agreements", "Vacations", "Disability", "No Conflicts", "Enforcements", "Insurances", "Representations", "Powers", "Amendments", "Expenses", "Consent To Jurisdiction", "Venues", "Vesting", "Cooperation", "Fees", "Waiver Of Jury Trials", "Tax Withholdings", "Non-Disparagement", "Titles", "Litigations", "Assignments", "Counterparts", "Records", "Payments", "No Waivers", "Remedies", "Notices"], "gold": ["Notices"]}
+{"input": "A draft public announcement of the execution of this Agreement is set forth on Exhibit C attached hereto and, subject to Protalix\u2019s further review and comment, shall be promptly disseminated as a press release following the execution of this Agreement by both Parties and the approval by Protalix of the final form thereof. Other than with respect to the matters addressed in Section 8.5 and disclosures required by applicable Law or stock exchange rules, each Party shall only issue press releases that contain material new information ( i.e. , material information that has not been previously disclosed) concerning the terms of, or events related to, this Agreement or concerning the Compound, Drug Substance, Drug Product or Licensed Product after having provided the other Party with an opportunity to review and approve (such approval not to be unreasonably withheld, conditioned or delayed) such statement; provided that failure to disapprove of such press release in writing within two (2) Business Days shall be deemed approval hereunder. Such Party shall give due consideration to any specific reasonable comments of the other Party on such text timely received from the other Party, subject to such Party\u2019s compliance with applicable Laws and stock exchange rules with respect to disclosure.", "references": ["Interests", "Headings", "Fees", "Integration", "Vesting", "Titles", "Terms", "Remedies", "Positions", "Insurances", "Miscellaneous", "Records", "Applicable Laws", "Survival", "Change In Control", "Warranties", "Brokers", "Amendments", "Expenses", "Indemnifications", "Confidentiality", "Books", "Binding Effects", "Enforceability", "Definitions", "Interpretations", "Subsidiaries", "Transactions With Affiliates", "No Conflicts", "General", "Publicity"], "gold": ["Publicity"]}
+{"input": "In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument and this Agreement shall be construed in a manner that, as nearly as possible, reflects the original intent of the Parties.", "references": ["Transactions With Affiliates", "Publicity", "Waivers", "Tax Withholdings", "No Waivers", "Cooperation", "Litigations", "Participations", "Entire Agreements", "Notices", "Effective Dates", "Venues", "Agreements", "Survival", "Existence", "Disability", "Records", "Authorizations", "Vacations", "Titles", "Headings", "Modifications", "Employment", "Withholdings", "Arbitration", "Releases", "No Conflicts", "Expenses", "Solvency", "Miscellaneous", "Severability"], "gold": ["Severability"]}
+{"input": "The Committee may, with the consent of the Participant, at any time or from time to time amend the terms and conditions of this grant of RSUs. In addition, the Committee may at any time or from time to time amend the terms and conditions of this grant of RSUs in accordance with the Plan.", "references": ["Miscellaneous", "Transactions With Affiliates", "Records", "Adjustments", "Assigns", "Authority", "Death", "Counterparts", "Change In Control", "Subsidiaries", "General", "Base Salary", "Survival", "Payments", "Erisa", "Binding Effects", "Remedies", "Capitalization", "Successors", "Severability", "Headings", "Entire Agreements", "Governing Laws", "Defined Terms", "No Defaults", "Construction", "Vesting", "Authorizations", "Withholdings", "Approvals", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Obligor shall keep accurate and complete records of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to the Agent, on such periodic basis as the Agent may request, a current schedule thereof, in form reasonably satisfactory to the Agent.\u00a0 Promptly upon request, Obligors shall deliver to the Agent evidence of their ownership or interests in any Equipment.", "references": ["Litigations", "Confidentiality", "Terminations", "Assigns", "Titles", "Closings", "Transactions With Affiliates", "No Waivers", "Binding Effects", "Submission To Jurisdiction", "Arbitration", "Forfeitures", "Governing Laws", "Waivers", "Intellectual Property", "Assignments", "Applicable Laws", "Jurisdictions", "Waiver Of Jury Trials", "General", "Liens", "Entire Agreements", "Notices", "Fees", "Enforcements", "Consent To Jurisdiction", "Cooperation", "Death", "Use Of Proceeds", "Terms", "Records"], "gold": ["Records"]}
+{"input": "No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to the REO Subsidiary Interests, or (ii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation of the REO Subsidiary Interests.", "references": ["Vacations", "Interpretations", "Entire Agreements", "No Waivers", "Cooperation", "Enforceability", "Notices", "Severability", "Capitalization", "Compliance With Laws", "Defined Terms", "General", "Agreements", "Liens", "Modifications", "Non-Disparagement", "Successors", "Intellectual Property", "Books", "Specific Performance", "Authority", "Organizations", "Terms", "Base Salary", "Existence", "Powers", "Applicable Laws", "Expenses", "Insurances", "Tax Withholdings", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500.00; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Qualifications", "Records", "Compliance With Laws", "No Waivers", "Existence", "Jurisdictions", "Participations", "Withholdings", "Authority", "Enforcements", "Agreements", "Sanctions", "Severability", "Authorizations", "Subsidiaries", "Remedies", "Organizations", "Governing Laws", "Entire Agreements", "Use Of Proceeds", "Counterparts", "Indemnifications", "Titles", "Anti-Corruption Laws", "Integration", "Defined Terms", "Brokers", "Submission To Jurisdiction", "Confidentiality", "Assigns", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement may not be amended, modified or supplemented, except as provided in Section 9.01 of the Credit Agreement.", "references": ["Defined Terms", "Interpretations", "Assignments", "Releases", "Arbitration", "Representations", "Expenses", "Governing Laws", "Notices", "Waiver Of Jury Trials", "Indemnity", "Existence", "Survival", "Solvency", "Vesting", "Entire Agreements", "Costs", "Adjustments", "Confidentiality", "Cooperation", "Base Salary", "Specific Performance", "No Defaults", "Subsidiaries", "Death", "Capitalization", "Terminations", "Definitions", "Closings", "Sanctions", "Amendments"], "gold": ["Amendments"]}
+{"input": "EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "references": ["Definitions", "Consents", "Employment", "Arbitration", "Forfeitures", "Remedies", "Taxes", "Authorizations", "Use Of Proceeds", "Counterparts", "Organizations", "Books", "Vacations", "Effectiveness", "Consent To Jurisdiction", "Subsidiaries", "Compliance With Laws", "Intellectual Property", "Warranties", "Disability", "Agreements", "Publicity", "Non-Disparagement", "Positions", "No Defaults", "Releases", "Payments", "Approvals", "Sales", "Adjustments", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Subject to the Incorporation Provisions, Section 21.7 of the Original Master Lease is hereby incorporated by reference.", "references": ["Warranties", "Publicity", "Effectiveness", "Taxes", "Binding Effects", "Assigns", "Vacations", "Costs", "Headings", "No Waivers", "Releases", "Arbitration", "Expenses", "Solvency", "Assignments", "Notices", "Vesting", "Sanctions", "Compliance With Laws", "Approvals", "Change In Control", "Entire Agreements", "Qualifications", "Severability", "Definitions", "Financial Statements", "Authority", "Tax Withholdings", "Sales", "Positions", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, except in each case pursuant to a Permitted Capital Stock Buyback.", "references": ["Representations", "General", "Subsidiaries", "Closings", "Enforceability", "Entire Agreements", "Positions", "Defined Terms", "Litigations", "Indemnity", "Change In Control", "Publicity", "Modifications", "Existence", "Powers", "Remedies", "Miscellaneous", "Notices", "Headings", "Confidentiality", "Governing Laws", "Integration", "Successors", "No Defaults", "Tax Withholdings", "Assigns", "Adjustments", "Titles", "Warranties", "Compliance With Laws", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The representations and warranties contained herein shall survive the Closing and the delivery of the New Notes.", "references": ["Headings", "Liens", "Death", "Disclosures", "Agreements", "Base Salary", "Integration", "Powers", "Vacations", "Applicable Laws", "Financial Statements", "Organizations", "Adjustments", "Expenses", "Confidentiality", "Participations", "Interpretations", "Assignments", "Specific Performance", "Benefits", "No Defaults", "Approvals", "Capitalization", "Books", "Waivers", "Forfeitures", "Costs", "Brokers", "Jurisdictions", "Cooperation", "Survival"], "gold": ["Survival"]}
+{"input": "The Parties agree that the law of the State in which the Employee primarily resides and was last employed by the Employer shall govern the interpretation, application, and enforcement of this Agreement, without regard to any choice of law rules of that or any other state. All disputes arising out of this Agreement or concerning the interpretation or enforcement of this Agreement shall be exclusively brought in the state and federal courts covering Harris County, Texas. Employee hereby expressly consents to the personal jurisdiction of the state and federal courts located in Harris County, Texas, for any lawsuit arising from or relating to this Agreement.", "references": ["Defined Terms", "Waiver Of Jury Trials", "Authorizations", "No Defaults", "Intellectual Property", "No Waivers", "Fees", "Transactions With Affiliates", "Forfeitures", "Death", "Vesting", "Disability", "General", "Effective Dates", "Effectiveness", "No Conflicts", "Adjustments", "Use Of Proceeds", "Capitalization", "Taxes", "Authority", "Severability", "Litigations", "Terms", "Positions", "Tax Withholdings", "Disclosures", "Agreements", "Enforceability", "Warranties", "Venues"], "gold": ["Venues"]}
+{"input": "This Security Agreement embodies the entire agreement and understanding between the Grantors and the Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Collateral Agent relating to the Collateral.", "references": ["Jurisdictions", "Governing Laws", "Terminations", "Interpretations", "Disability", "Interests", "Duties", "Effectiveness", "Terms", "Expenses", "No Conflicts", "No Waivers", "Definitions", "Cooperation", "Confidentiality", "Applicable Laws", "Miscellaneous", "Sanctions", "Non-Disparagement", "Representations", "Anti-Corruption Laws", "Defined Terms", "Submission To Jurisdiction", "Disclosures", "Notices", "Erisa", "Vesting", "Publicity", "Brokers", "Closings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The foregoing recitals are incorporated by reference into this Section as if set forth in this Section in full. All capitalized terms used and not otherwise defined herein shall have the same meanings as provided for such terms in the Lease.", "references": ["No Defaults", "Costs", "Severability", "Disability", "Base Salary", "Assigns", "Enforceability", "Transactions With Affiliates", "Employment", "Expenses", "Solvency", "Integration", "Amendments", "Releases", "Death", "Specific Performance", "Terms", "Notices", "Cooperation", "Confidentiality", "Successors", "Benefits", "Records", "Use Of Proceeds", "Intellectual Property", "Titles", "Entire Agreements", "Assignments", "Warranties", "Powers", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Credit Parties and their Subsidiaries, on a Consolidated basis, are Solvent.", "references": ["Warranties", "Definitions", "Use Of Proceeds", "Compliance With Laws", "Consents", "Sales", "Fees", "Specific Performance", "Organizations", "Base Salary", "Taxes", "Consent To Jurisdiction", "Liens", "Books", "Expenses", "Venues", "Enforcements", "Agreements", "Jurisdictions", "Enforceability", "No Waivers", "Authorizations", "Effectiveness", "Anti-Corruption Laws", "Disclosures", "Existence", "Qualifications", "Participations", "Counterparts", "Brokers", "Solvency"], "gold": ["Solvency"]}
+{"input": "(a)\u00a0 The Loans comprising each ABR Borrowing shall bear interest on each day at the Alternate Base Rate for such day plus an amount equal to the \u201cABR Spread\u201d set forth in the pricing grid set forth in the defined term \u201cApplicable Rate\u201d that would be applicable to ABR Loans on such day.", "references": ["Compliance With Laws", "No Defaults", "Liens", "Releases", "Change In Control", "Disability", "Notices", "Cooperation", "Anti-Corruption Laws", "Participations", "Organizations", "Death", "Interpretations", "Binding Effects", "Further Assurances", "Litigations", "Arbitration", "Miscellaneous", "Duties", "Non-Disparagement", "Confidentiality", "Successors", "Survival", "Headings", "Specific Performance", "Expenses", "Brokers", "Forfeitures", "No Conflicts", "Submission To Jurisdiction", "Interests"], "gold": ["Interests"]}
+{"input": "The Company shall have paid to the Lenders, the Agent and Arrangers all fees due and payable pursuant to the Fee Letters and Section\u00a02.4 and any other fees required to be paid prior to or on the Closing Date in connection with the execution and delivery of this Agreement, together with all legal fees and expenses incurred by the Agent in connection with this Agreement.", "references": ["Employment", "Interpretations", "Compliance With Laws", "Warranties", "Solvency", "Interests", "Costs", "Publicity", "Definitions", "Amendments", "Intellectual Property", "Construction", "Duties", "Enforcements", "Positions", "Records", "No Defaults", "Waiver Of Jury Trials", "Indemnity", "Assignments", "Titles", "Governing Laws", "Anti-Corruption Laws", "Insurances", "Effectiveness", "Erisa", "Confidentiality", "Effective Dates", "Capitalization", "Powers", "Fees"], "gold": ["Fees"]}
+{"input": "Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition.\u00a0\u00a0The waiver by either Party hereto of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise.\u00a0\u00a0The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by Applicable Law or otherwise available except as expressly set forth herein.", "references": ["Notices", "Titles", "Authority", "Survival", "Transactions With Affiliates", "Withholdings", "Integration", "Releases", "Amendments", "Cooperation", "Forfeitures", "Powers", "Taxes", "No Waivers", "Assigns", "Governing Laws", "Books", "Jurisdictions", "Intellectual Property", "No Defaults", "Use Of Proceeds", "Construction", "No Conflicts", "Effective Dates", "Terminations", "Change In Control", "Counterparts", "Confidentiality", "Litigations", "Binding Effects", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Borrower agrees to be bound by and, at the request of the Agent, to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to this Section\u00a015.14, but shall incur no increased liabilities, in aggregate, by reason thereof.", "references": ["Authorizations", "Assigns", "Authority", "Publicity", "Severability", "Effective Dates", "Interests", "Intellectual Property", "Sales", "Transactions With Affiliates", "Qualifications", "Liens", "Indemnifications", "Approvals", "Existence", "Payments", "Construction", "Assignments", "Erisa", "Compliance With Laws", "Amendments", "Forfeitures", "Organizations", "Entire Agreements", "Waiver Of Jury Trials", "Definitions", "Notices", "Confidentiality", "Financial Statements", "Integration", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Executive shall provide the Executive\u2019s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during the Executive\u2019s employment hereunder. This provision shall survive any termination of this Agreement. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive\u2019s performance of obligations under this Section 15 at the request of the Company. If the Executive is entitled to be paid or reimbursed for any expenses under this Section 15, the amount reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. The Executive\u2019s obligations under this Section 15, and the Executive\u2019s rights to payment or reimbursement of expenses pursuant to this Section 15, shall expire at the end of ten (10) years after the Date of Termination and such rights shall not be subject to liquidation or exchange for another benefit.", "references": ["Entire Agreements", "Headings", "Duties", "Waiver Of Jury Trials", "Specific Performance", "Positions", "Authorizations", "Titles", "Subsidiaries", "Representations", "Litigations", "Consent To Jurisdiction", "Releases", "Expenses", "Interests", "No Waivers", "Books", "Benefits", "Integration", "Taxes", "Consents", "Adjustments", "Enforcements", "Financial Statements", "Agreements", "Enforceability", "Vesting", "Survival", "General", "Participations", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, there is no action, suit, proceeding or investigation pending (of which the Company or its subsidiaries have received notice or otherwise have knowledge) or, to the Company\u2019s knowledge, threatened against the Company or its subsidiaries or which the Company or its subsidiaries intends to initiate which has had or is reasonably likely to have a Material Adverse Effect.", "references": ["Modifications", "Use Of Proceeds", "Successors", "Definitions", "Assignments", "Enforcements", "Survival", "Payments", "Solvency", "Notices", "Governing Laws", "Waiver Of Jury Trials", "Disability", "Binding Effects", "Anti-Corruption Laws", "Warranties", "Positions", "Subsidiaries", "Books", "Releases", "Tax Withholdings", "Base Salary", "Financial Statements", "Specific Performance", "Terminations", "General", "Counterparts", "Applicable Laws", "Enforceability", "Assigns", "Litigations"], "gold": ["Litigations"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i)\u00a0neither the Borrower may assign, delegate or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment, delegation or transfer by the Borrower without such consent shall be null and void) and (ii)\u00a0no Lender may assign, delegate or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c)\u00a0of this Section), the Arrangers, the Syndication Agents, the Documentation Agents and, to the extent expressly contemplated hereby, the Related Parties of any of the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, any Issuing Bank and any Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Indemnity", "Assigns", "Remedies", "Defined Terms", "Titles", "Cooperation", "Adjustments", "Binding Effects", "Qualifications", "Anti-Corruption Laws", "Fees", "Waiver Of Jury Trials", "Employment", "Consent To Jurisdiction", "Confidentiality", "Construction", "Governing Laws", "Closings", "Counterparts", "Powers", "Costs", "Terminations", "Assignments", "Integration", "Interpretations", "Waivers", "Consents", "Death", "Enforcements", "Withholdings", "General"], "gold": ["General"]}
+{"input": "This Agreement and the other Loan Documents represent the entire agreement of each of the Loan Parties party hereto and thereto, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any of the Loan Parties party hereto, the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents, as applicable.", "references": ["Agreements", "No Conflicts", "Interests", "Transactions With Affiliates", "Enforceability", "Base Salary", "Vacations", "Insurances", "Death", "Adjustments", "Applicable Laws", "Assigns", "Governing Laws", "Sanctions", "Indemnifications", "Forfeitures", "Compliance With Laws", "Consent To Jurisdiction", "Liens", "Terms", "Authorizations", "Payments", "Representations", "Enforcements", "Cooperation", "Effective Dates", "Amendments", "Jurisdictions", "Subsidiaries", "Withholdings", "Integration"], "gold": ["Integration"]}
+{"input": "During the Employment Period, Fidelity shall pay all reasonable expenses incurred by Proctor in the performance of his responsibilities and duties for Fidelity, including without limitation, dues for country club memberships and such reasonable civic organizations of Proctor's choice as approved by the Compensation Committee. Proctor shall submit to Fidelity periodic statements of all expenses so incurred in accordance with the policies of Fidelity then in effect. Subject to such reviews as Fidelity may deem reasonably necessary, Fidelity shall, promptly in the ordinary course of business, reimburse Proctor for the full amount of all such expenses advanced by Proctor.", "references": ["Submission To Jurisdiction", "Organizations", "Interpretations", "Definitions", "Positions", "Employment", "Books", "Governing Laws", "Consents", "Venues", "Modifications", "Litigations", "Enforceability", "Amendments", "Authorizations", "Notices", "Powers", "Consent To Jurisdiction", "Financial Statements", "Forfeitures", "Confidentiality", "No Waivers", "Change In Control", "Erisa", "Enforcements", "Withholdings", "Integration", "Vacations", "Assigns", "Effective Dates", "Expenses"], "gold": ["Expenses"]}
+{"input": "THIS MODIFICATION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW YORK\u2019S PRINCIPLES OF CONFLICTS OF LAW) AND THE LAW OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THE STATE OF NEW YORK, EXCEPT FOR THOSE PROVISIONS IN THIS MODIFICATION AGREEMENT PERTAINING TO THE CREATION, PERFECTION OR VALIDITY OF OR EXECUTION OF LIENS OR SECURITY INTERESTS ON PROPERTY LOCATED IN THE STATE WHERE THE SECURED PROPERTY IS LOCATED, WHICH PROVISIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE SECURED PROPERTY IS LOCATED AND APPLICABLE UNITED STATES FEDERAL LAW.", "references": ["Base Salary", "Litigations", "Interpretations", "Benefits", "Positions", "Confidentiality", "Financial Statements", "Tax Withholdings", "Indemnifications", "Capitalization", "Waivers", "Consent To Jurisdiction", "Enforceability", "Terms", "Agreements", "Liens", "Expenses", "Books", "Governing Laws", "Disclosures", "No Conflicts", "Adjustments", "Indemnity", "Releases", "Sanctions", "Brokers", "Entire Agreements", "Jurisdictions", "Specific Performance", "Subsidiaries", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Employment under this Agreement shall terminate upon the Employee\u2019s death during the term of this Agreement, in which event the Employee\u2019s estate shall be entitled to receive the Base Salary due the Employee through the last day of the calendar month in which his death occurred plus any appropriate cash bonus (as described above) prorated to the date of termination (payable at such times as bonuses are otherwise paid to other executives of the Employer).", "references": ["Insurances", "Authorizations", "Further Assurances", "Sanctions", "Brokers", "Powers", "General", "Integration", "Liens", "Jurisdictions", "Assigns", "Construction", "Disclosures", "Severability", "Warranties", "Benefits", "Indemnity", "Sales", "Amendments", "Survival", "No Defaults", "Duties", "Applicable Laws", "Consent To Jurisdiction", "Change In Control", "Taxes", "Financial Statements", "Anti-Corruption Laws", "Indemnifications", "Waivers", "Death"], "gold": ["Death"]}
+{"input": "The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. If any provision of this Agreement is held to be invalid, void or unenforceable in any jurisdiction, any court so holding shall substitute a valid, enforceable provision that preserves, to the maximum lawful extent, the terms and intent of such provisions of this Agreement. If any of the provisions of, or covenants contained in, this Agreement are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalidity or unenforceability in such other jurisdiction. Any such holding shall affect such provision of this Agreement, solely as to that jurisdiction, without rendering that or any other provisions of this Agreement invalid, illegal or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant will be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.", "references": ["Insurances", "Publicity", "Compliance With Laws", "Construction", "Binding Effects", "Financial Statements", "Sanctions", "Modifications", "Indemnifications", "Forfeitures", "Liens", "Vacations", "Base Salary", "Venues", "No Defaults", "Specific Performance", "Records", "Capitalization", "Agreements", "Duties", "Authority", "Positions", "Submission To Jurisdiction", "Arbitration", "Interests", "Counterparts", "Effective Dates", "General", "Intellectual Property", "Remedies", "Severability"], "gold": ["Severability"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that (a)\u00a0individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b)\u00a0on the Closing Date, involve any of the Loan Documents or that would prohibit the consummation of the Transaction or the Spin-Off.", "references": ["Sales", "Titles", "Agreements", "Closings", "Liens", "Insurances", "Approvals", "Entire Agreements", "Binding Effects", "Base Salary", "Effective Dates", "Consents", "Defined Terms", "Interests", "Anti-Corruption Laws", "Solvency", "Amendments", "Specific Performance", "Transactions With Affiliates", "Authorizations", "Positions", "Confidentiality", "Construction", "Interpretations", "Headings", "Counterparts", "Change In Control", "Fees", "Non-Disparagement", "Terminations", "Litigations"], "gold": ["Litigations"]}
+{"input": "EACH PARTY HERETO HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION HEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.", "references": ["Applicable Laws", "Remedies", "Warranties", "Participations", "Duties", "Assigns", "Liens", "Change In Control", "Modifications", "Jurisdictions", "Erisa", "No Waivers", "Approvals", "Counterparts", "Capitalization", "Miscellaneous", "Specific Performance", "Authority", "Amendments", "Authorizations", "Agreements", "Records", "Fees", "Indemnity", "Construction", "No Defaults", "Enforcements", "Compliance With Laws", "Tax Withholdings", "Successors", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, Lien and security interest in the Trademark Collateral under this Trademark Security Agreement.", "references": ["Compliance With Laws", "Disability", "Definitions", "Expenses", "Vacations", "Anti-Corruption Laws", "Erisa", "Applicable Laws", "Headings", "Representations", "General", "Transactions With Affiliates", "Sanctions", "Litigations", "Survival", "Subsidiaries", "Defined Terms", "No Waivers", "Miscellaneous", "Further Assurances", "Liens", "Change In Control", "Warranties", "Confidentiality", "Consents", "Indemnifications", "Books", "Counterparts", "Consent To Jurisdiction", "Non-Disparagement", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or\u00a0purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a)\u00a0in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b)\u00a0transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate and (c)\u00a0any transactions permitted by Sections 6.5 , 6.6 or 6.8 .", "references": ["Modifications", "Closings", "Defined Terms", "Sales", "Releases", "Integration", "Interpretations", "Titles", "Consents", "General", "Miscellaneous", "Change In Control", "Construction", "Non-Disparagement", "Waiver Of Jury Trials", "Solvency", "Venues", "Disclosures", "Anti-Corruption Laws", "Indemnifications", "Jurisdictions", "Records", "Applicable Laws", "Effective Dates", "Publicity", "Approvals", "Assigns", "Terms", "Financial Statements", "Arbitration", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) each Group Member and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans or Foreign Plans and the regulations and published interpretations thereunder; and (b) no ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur. Except as set forth on Schedule 4.13 , the present value of all accumulated benefit obligations under each Pension Plan (based on the assumptions used for purposes of Accounting Standards Codification No. 715: Compensation-Retirement Benefits) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Pension Plan allocable to such accrued benefits by an amount that could reasonably be expected to have a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Accounting Standards Codification No. 715: Compensation-Retirement Benefits) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Pension Plans by an amount that could reasonably be expected to have a Material Adverse Effect.", "references": ["Records", "Miscellaneous", "Sanctions", "Capitalization", "Waiver Of Jury Trials", "Publicity", "Arbitration", "Positions", "Entire Agreements", "Participations", "Authority", "Insurances", "Notices", "Intellectual Property", "Integration", "Tax Withholdings", "Severability", "Modifications", "Transactions With Affiliates", "Successors", "Definitions", "Costs", "Employment", "Waivers", "Solvency", "Consent To Jurisdiction", "Indemnity", "Approvals", "Litigations", "Agreements", "Erisa"], "gold": ["Erisa"]}
+{"input": "The Mortgagor will comply with and satisfy all applicable formalities and provisions of the laws, rules and regulations of the United States of America in order to perfect, establish and maintain this Mortgage, any supplement or amendment hereto and any assignment hereof by the Mortgagee as a first preferred mortgage upon the Vessel and upon all additions, improvements and replacements made in or to the same, subject only to the Permitted Liens. The Mortgagor shall furnish to the Mortgagee, from time to time, such proofs as the Mortgagee may reasonably request with respect to the Mortgagor\u2019s compliance with the foregoing covenant. The Mortgagor shall promptly pay and discharge all United States Coast Guard fees and expenses in connection with the recordation of this Mortgage, any supplement or amendment hereto and any assignment hereof by the Mortgagee. In the event that the Guaranty, or any provisions hereof or thereof, shall be deemed invalidated in whole or in part by reason of any present or future law or any decision of any court, the Mortgagor will execute, on its behalf, such other and further assurances and documents necessary (or as reasonably requested by Mortgagee) to more effectually subject the Vessel to the payment and performance of the terms and provisions of the Guaranty. In addition, the Mortgagor will furnish to the Mortgagee such additional information as the Mortgagee may reasonably require.", "references": ["Financial Statements", "Headings", "Disability", "Agreements", "Duties", "Erisa", "Assignments", "Interpretations", "Remedies", "Tax Withholdings", "Liens", "Non-Disparagement", "Vesting", "Powers", "Enforcements", "Approvals", "Fees", "Qualifications", "Waivers", "Capitalization", "Sales", "Definitions", "Applicable Laws", "Amendments", "Consents", "Titles", "Employment", "Costs", "Litigations", "Publicity", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement may be executed in any number of counterparts and by the 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, and may be delivered to the other parties hereto by facsimile.", "references": ["Capitalization", "Submission To Jurisdiction", "Approvals", "Enforceability", "Participations", "Jurisdictions", "Indemnifications", "Death", "Terms", "Warranties", "Applicable Laws", "Successors", "Tax Withholdings", "Entire Agreements", "Titles", "Further Assurances", "Arbitration", "Notices", "Authority", "Litigations", "Specific Performance", "Indemnity", "Effectiveness", "Non-Disparagement", "Records", "Releases", "Assignments", "Vacations", "Withholdings", "Construction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be modified, amended or otherwise changed only in a writing signed by the Company, on the one hand, and the Representative (on behalf of itself and the other Investors), on the other hand.", "references": ["Vacations", "Assigns", "Litigations", "Governing Laws", "Arbitration", "Death", "Interests", "Enforceability", "Warranties", "Consents", "Disclosures", "Base Salary", "Notices", "Publicity", "Titles", "Taxes", "Benefits", "Cooperation", "Liens", "Representations", "Change In Control", "Binding Effects", "Disability", "Construction", "Employment", "Remedies", "Fees", "Definitions", "Submission To Jurisdiction", "Forfeitures", "Amendments"], "gold": ["Amendments"]}
+{"input": "(a)\u00a0The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.", "references": ["Sales", "Employment", "Costs", "Successors", "Change In Control", "Fees", "Enforceability", "Closings", "No Waivers", "Notices", "Amendments", "No Conflicts", "Litigations", "Governing Laws", "Authorizations", "Enforcements", "Cooperation", "Organizations", "Positions", "Consents", "Insurances", "Indemnifications", "Intellectual Property", "Duties", "Tax Withholdings", "Sanctions", "Interests", "Venues", "Integration", "Authority", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "As a condition to the delivery of the Shares received in settlement of RSUs pursuant to Section\u00a06, the Company, at its option, may require the Grantee to execute a general release on behalf of the Grantee and the Grantee\u2019s heirs, executors, administrators and assigns, releasing all claims, actions and causes of action against the Company and each parent, subsidiary and former affiliate of the Company, and their respective current and former directors, officers, administrators, trustees, employees, agents, and other representatives. Such release must be in form and substance satisfactory to the Board.", "references": ["Submission To Jurisdiction", "Indemnifications", "Disclosures", "Indemnity", "Closings", "Transactions With Affiliates", "Assigns", "Titles", "Miscellaneous", "Subsidiaries", "Headings", "Representations", "Arbitration", "Liens", "Remedies", "Effectiveness", "Authority", "Consent To Jurisdiction", "Enforceability", "Use Of Proceeds", "Assignments", "Modifications", "Disability", "Compliance With Laws", "Adjustments", "Construction", "Sales", "Enforcements", "Terms", "Payments", "Releases"], "gold": ["Releases"]}
+{"input": "Each provision of these Subscription Materials shall be considered severable.\u00a0\u00a0If it is determined by a court of competent jurisdiction that any provision of these Subscription Materials is invalid or unenforceable under any applicable law, then that provision shall (i) be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with applicable law; and (ii) not affect the validity or enforceability of any other provisions of these Subscription Materials, and to this extent the provisions of these Subscription Materials shall be severable.", "references": ["Insurances", "Assignments", "Vacations", "Enforcements", "Specific Performance", "Modifications", "Submission To Jurisdiction", "Litigations", "Consent To Jurisdiction", "No Conflicts", "Waiver Of Jury Trials", "Brokers", "Liens", "Effectiveness", "Counterparts", "Approvals", "Solvency", "Notices", "Effective Dates", "Miscellaneous", "Base Salary", "Definitions", "Venues", "Death", "Vesting", "Fees", "Terminations", "Waivers", "Headings", "Payments", "Severability"], "gold": ["Severability"]}
+{"input": "The Servicer (i) has duly satisfied all obligations on its part to be fulfilled under or in connection with the Pool Receivables and the related Contracts, (ii) has maintained in effect all qualifications required under Applicable Law in order to properly service the Pool Receivables and (iii) has complied in all respects with all Applicable Laws in connection with servicing the Pool Receivables, except to the extent that any such non-satisfaction, non-maintenance or noncompliance could not reasonably be expected to have a Material Adverse Effect.", "references": ["Representations", "Subsidiaries", "Enforceability", "General", "Fees", "Integration", "Capitalization", "Consents", "Jurisdictions", "No Defaults", "Qualifications", "Tax Withholdings", "Submission To Jurisdiction", "Sanctions", "Non-Disparagement", "Duties", "Waivers", "Construction", "Warranties", "Assignments", "Intellectual Property", "No Waivers", "Adjustments", "Specific Performance", "Anti-Corruption Laws", "Amendments", "Arbitration", "Confidentiality", "Powers", "Taxes", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "As set forth on Annex I hereto.", "references": ["Interests", "Construction", "Effectiveness", "Vesting", "Organizations", "Definitions", "Consents", "Terms", "Cooperation", "Existence", "Successors", "Adjustments", "Approvals", "Records", "Positions", "Effective Dates", "Assigns", "Binding Effects", "Benefits", "Employment", "Non-Disparagement", "Applicable Laws", "No Waivers", "Enforcements", "Venues", "Sanctions", "Governing Laws", "Intellectual Property", "Vacations", "Solvency", "Fees"], "gold": ["Fees"]}
+{"input": "Qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification or authorization, except where the failure to so qualify or maintain such qualification and authorization could not reasonably be expected to have a Material Adverse Effect.", "references": ["Further Assurances", "Indemnifications", "Taxes", "Indemnity", "Withholdings", "Assignments", "Severability", "Sanctions", "Powers", "Subsidiaries", "Waivers", "Capitalization", "Authority", "General", "Agreements", "Jurisdictions", "Approvals", "Enforcements", "Construction", "Erisa", "Disclosures", "Miscellaneous", "Base Salary", "Use Of Proceeds", "Entire Agreements", "Specific Performance", "Adjustments", "Terminations", "Brokers", "Duties", "Qualifications"], "gold": ["Qualifications"]}
+{"input": "Certified copies of any material licenses, consents, authorizations and approvals of, and notices to and filings and registrations with, any Governmental Authority (including all foreign exchange approvals), and of all third-party consents and approvals, necessary in connection with the making and performance by the Obligors of the Loan Documents and the Transactions.", "references": ["Confidentiality", "Interests", "No Conflicts", "Consent To Jurisdiction", "Disclosures", "Further Assurances", "Intellectual Property", "Terms", "Duties", "Headings", "Waivers", "Integration", "Organizations", "Remedies", "Change In Control", "Consents", "Litigations", "Enforcements", "Interpretations", "Liens", "Cooperation", "Records", "Books", "Specific Performance", "Anti-Corruption Laws", "Expenses", "Authorizations", "Qualifications", "Employment", "Binding Effects", "Approvals"], "gold": ["Approvals"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in Part VII of Appendix B .", "references": ["Fees", "Indemnifications", "Definitions", "Waiver Of Jury Trials", "Notices", "Death", "No Defaults", "Confidentiality", "Vacations", "Headings", "Costs", "Successors", "Solvency", "Erisa", "Indemnity", "Integration", "Payments", "Taxes", "Qualifications", "Approvals", "Capitalization", "Remedies", "Change In Control", "Transactions With Affiliates", "Counterparts", "Agreements", "Jurisdictions", "Entire Agreements", "Survival", "Publicity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.", "references": ["Non-Disparagement", "No Defaults", "Disability", "Brokers", "Headings", "Powers", "Adjustments", "Approvals", "Definitions", "Governing Laws", "Qualifications", "Notices", "Assignments", "Participations", "Authorizations", "Duties", "Arbitration", "Anti-Corruption Laws", "Withholdings", "Financial Statements", "Forfeitures", "Effectiveness", "Miscellaneous", "Consents", "Submission To Jurisdiction", "Compliance With Laws", "Sanctions", "Effective Dates", "Indemnity", "Survival", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.\u00a0 Delivery of an executed counterpart of a signature page\u00a0to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Organizations", "Books", "Headings", "Releases", "Venues", "No Waivers", "Survival", "Adjustments", "Defined Terms", "Solvency", "Death", "Payments", "Authorizations", "Entire Agreements", "Compliance With Laws", "Vacations", "Forfeitures", "Financial Statements", "Taxes", "Indemnifications", "Severability", "Use Of Proceeds", "Records", "Assigns", "No Defaults", "Intellectual Property", "Tax Withholdings", "Withholdings", "Qualifications", "Subsidiaries", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any provision which is required to be made part of this Exhibit or the Agreement by virtue of any Legal Requirement is incorporated herein by reference. This Exhibit and the Agreement will be construed in a manner that most favorably facilitates Customer\u2019s compliance with all Legal Requirements.", "references": ["Interpretations", "Terms", "Indemnity", "Vesting", "Consent To Jurisdiction", "Arbitration", "Payments", "Financial Statements", "Death", "Interests", "Titles", "Governing Laws", "Intellectual Property", "Closings", "Sales", "Books", "Disclosures", "Integration", "Modifications", "Amendments", "Forfeitures", "Brokers", "Compliance With Laws", "Assignments", "Waiver Of Jury Trials", "Expenses", "Entire Agreements", "Erisa", "Effective Dates", "Change In Control", "Construction"], "gold": ["Construction"]}
+{"input": "Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties as would be obtainable by the Loan Parties at the time in a comparable arm\u2019s length transaction with a Person other than an Affiliate, provided , that the foregoing restriction shall not apply to the Spin-Off Agreements or any transaction between or among the Loan Parties not prohibited hereunder.", "references": ["Terminations", "Terms", "Survival", "Authority", "Notices", "Subsidiaries", "Remedies", "Further Assurances", "Miscellaneous", "Expenses", "Records", "Compliance With Laws", "Positions", "Severability", "Qualifications", "Interpretations", "Insurances", "Specific Performance", "Solvency", "Headings", "Enforcements", "Costs", "Warranties", "Waivers", "Successors", "Consents", "Effective Dates", "Capitalization", "Cooperation", "Submission To Jurisdiction", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney\u2019s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any ot her manner permitted by law.", "references": ["Change In Control", "Qualifications", "Employment", "Waiver Of Jury Trials", "Expenses", "Payments", "Disclosures", "Interpretations", "Non-Disparagement", "Powers", "Liens", "Remedies", "Titles", "Intellectual Property", "Effective Dates", "Representations", "No Waivers", "Agreements", "Organizations", "Sales", "Amendments", "Authority", "Interests", "Solvency", "Applicable Laws", "Anti-Corruption Laws", "Fees", "Closings", "Subsidiaries", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["Vacations", "Death", "Authorizations", "Authority", "Arbitration", "Integration", "Specific Performance", "Definitions", "Consent To Jurisdiction", "Capitalization", "No Waivers", "Remedies", "Headings", "Waiver Of Jury Trials", "Amendments", "Applicable Laws", "Financial Statements", "Duties", "Enforcements", "Positions", "Intellectual Property", "Subsidiaries", "No Conflicts", "Sanctions", "Withholdings", "Sales", "Existence", "Modifications", "Interpretations", "Warranties", "Severability"], "gold": ["Severability"]}
+{"input": "Each Loan Party owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims except as set forth on Schedule\u00a09.7 (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except as permitted by Section 11.2.\u00a0\u00a0No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except filings evidencing Permitted Liens and filings for which termination statements have been delivered to Lender or payoff letters satisfactory to Lender in its reasonable determination have been delivered to Lender with respect to the Debt to be repaid.", "references": ["Enforceability", "Disability", "Death", "Insurances", "Qualifications", "Consent To Jurisdiction", "Positions", "Vacations", "Miscellaneous", "Submission To Jurisdiction", "Litigations", "General", "Confidentiality", "Releases", "Powers", "No Conflicts", "Amendments", "Effective Dates", "Compliance With Laws", "Defined Terms", "Books", "Titles", "Solvency", "Cooperation", "Change In Control", "Sanctions", "Payments", "Withholdings", "Jurisdictions", "Representations", "Liens"], "gold": ["Liens"]}
+{"input": "Each Credit Party agrees to indemnify, hold harmless and defend Agent, each Lender and each of their respective Related Persons (each such Person, an \u201c Indemnitee \u201d) from and against all Liabilities that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Related Agreement, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan or any securities filing of, or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Credit Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not any such Indemnitee or any of its Related Persons, any holders of securities or creditors is a party thereto, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the \u201c Indemnified Matters \u201d); provided , that no Credit Party shall have any liability under this Section to any Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each Credit Party waives and agrees not to assert against any Indemnitee, and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person. Without limiting the foregoing, \u201cIndemnified Matters\u201d includes all Environmental Liabilities imposed on, incurred by or asserted against any Indemnitee, including those arising from, or otherwise involving, any Property of any Credit Party or any Related Person of any Credit Party or any actual, alleged or prospective damage to Property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such Property or natural resource or any Property on or contiguous to any Real Estate of any Credit Party or any Related Person of any Credit Party, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Credit Party or any Related Person of any Credit Party or the owner, lessee or operator of any Property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by Agent or following Agent or any Lender having become the successor-in-interest to any Credit Party or any Related Person of any Credit Party and (ii) are attributable to acts of such Indemnitee. This Section 10.05(b) shall not apply with respect to Taxes other than any Taxes that represent Liabilities arising from any non-Tax claim.", "references": ["Withholdings", "Non-Disparagement", "Enforceability", "Forfeitures", "Solvency", "Books", "Use Of Proceeds", "Powers", "General", "Fees", "Survival", "Assigns", "Effective Dates", "Definitions", "Integration", "Effectiveness", "Miscellaneous", "Qualifications", "Litigations", "Authorizations", "Transactions With Affiliates", "Insurances", "Confidentiality", "Terminations", "Vesting", "Sales", "Consent To Jurisdiction", "Representations", "Severability", "Headings", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The Asset Representations Reviewer will cooperate with and provide information to the Issuer, the Administrator and the Servicer regarding the Asset Representations Reviewer\u2019s compliance with this Section.\u00a0 The Asset Representations Reviewer and the Issuer agree to modify this Section as necessary for either party to comply with Applicable Law.", "references": ["General", "Intellectual Property", "Warranties", "Compliance With Laws", "Publicity", "Forfeitures", "Confidentiality", "Governing Laws", "Headings", "Transactions With Affiliates", "Brokers", "Integration", "Assigns", "Insurances", "Interests", "Financial Statements", "Taxes", "Submission To Jurisdiction", "Vacations", "Assignments", "Representations", "No Waivers", "Capitalization", "Jurisdictions", "Sanctions", "Releases", "Notices", "Specific Performance", "Consents", "Base Salary", "Modifications"], "gold": ["Modifications"]}
+{"input": "Landlord recognizes Savills Studley, Inc. (the \u201c Broker \u201d) as the sole broker procuring this Amendment No.\u00a03 and shall pay said Broker a commission pursuant to a separate agreement between said Broker and Landlord. Landlord and Tenant each represent and warrant to the other that, except as provided in the preceding sentence, neither of them has employed or dealt with any broker, agent or finder in carrying on the negotiations relating to this Amendment No.\u00a03. Landlord and Tenant shall indemnify and hold the other harmless from and against any claim or claims for brokerage or other commissions asserted by any broker, agent or finder engaged by Landlord or Tenant or with whom Landlord or Tenant has dealt in connection with this Amendment No.\u00a03, other than the Broker.", "references": ["Terms", "Litigations", "Modifications", "Organizations", "Vesting", "Publicity", "No Defaults", "Consent To Jurisdiction", "Benefits", "Anti-Corruption Laws", "Survival", "Enforcements", "Assigns", "Insurances", "Agreements", "Enforceability", "Liens", "Confidentiality", "Indemnity", "Costs", "Payments", "Powers", "Fees", "Releases", "Forfeitures", "Submission To Jurisdiction", "Binding Effects", "Sales", "Assignments", "Waiver Of Jury Trials", "Brokers"], "gold": ["Brokers"]}
+{"input": "For purposes of determining Lenders\u2019 obligations to fund or participate in Loans or Letters of Credit, Agent may exclude the Revolver Commitments and Loans of any Defaulting Lender(s)\u00a0from the calculation of Applicable Percentages.\u00a0 A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section\u00a014.1.1(c) .", "references": ["Change In Control", "Arbitration", "Sanctions", "Authorizations", "Submission To Jurisdiction", "Enforcements", "Miscellaneous", "Specific Performance", "Liens", "Existence", "Disability", "Vacations", "Vesting", "Releases", "No Conflicts", "Effective Dates", "Tax Withholdings", "Interests", "Subsidiaries", "Interpretations", "Representations", "Waivers", "Consent To Jurisdiction", "Agreements", "Headings", "Financial Statements", "Assigns", "Records", "Participations", "Integration", "Amendments"], "gold": ["Amendments"]}
+{"input": "In exchange and in consideration for the promises, obligations and agreements of Schneider, which Executive agrees and acknowledges are adequate and sufficient, Executive, on behalf of Executive, and Executive\u2019s assignees, agents, attorneys, representatives, heirs, executors and administrators, hereby waives, and fully releases, Schneider, all related or affiliated companies and all of Schneider\u2019s or such related or affiliated companies\u2019 predecessors and successors, and, with respect to each such entity, all of its past and present employees, officers, directors, trustees, agents, representatives, stockholders, owners, and attorneys (collectively, the \u201cReleasees\u201d), from any and all liability, claims, demands, actions, causes of action, suits, grievances, debts, sums of money, controversies, agreements, promises, damages, back and front pay, costs, expenses, attorneys\u2019 fees, and remedies of any type that Executive now has, or ever has had, as of the day hereof, or at any time prior to the date hereof.", "references": ["Benefits", "Expenses", "Waivers", "Non-Disparagement", "Payments", "Agreements", "Jurisdictions", "Organizations", "Solvency", "Withholdings", "Remedies", "Change In Control", "Miscellaneous", "Indemnity", "Brokers", "Forfeitures", "Assigns", "Liens", "Enforcements", "Notices", "Positions", "Approvals", "Vesting", "Sales", "Taxes", "Further Assurances", "Governing Laws", "Compliance With Laws", "Anti-Corruption Laws", "Assignments", "Releases"], "gold": ["Releases"]}
+{"input": "The Borrower shall have paid on or before the Effective Date, to the Person to whom such fees are owing, any fees required to be paid pursuant to this Amendment or any other fee agreement (including any engagement letter or fee letter with respect to this Amendment) between or among any Loan Party and any Lead Arranger.", "references": ["Liens", "Miscellaneous", "Capitalization", "Transactions With Affiliates", "Insurances", "Binding Effects", "No Waivers", "Terms", "Governing Laws", "Non-Disparagement", "Organizations", "Representations", "Entire Agreements", "Records", "Specific Performance", "Disability", "Existence", "Modifications", "Participations", "Disclosures", "Defined Terms", "No Defaults", "Positions", "Consent To Jurisdiction", "Waivers", "Vacations", "Publicity", "Solvency", "Titles", "Confidentiality", "Fees"], "gold": ["Fees"]}
+{"input": "The Consulting Agreement, as amended hereby, constitutes the entire agreement between Consultant and the Company with regard to the subject matter hereof. The Consulting Agreement, as amended hereby, is the complete, final, and exclusive embodiment of their agreement with regard to the subject matter thereof and supersedes any prior oral discussions or written communications and agreements.", "references": ["Amendments", "Anti-Corruption Laws", "Expenses", "Venues", "Governing Laws", "Payments", "Litigations", "Closings", "Forfeitures", "Definitions", "Publicity", "Employment", "Waivers", "Modifications", "Successors", "No Conflicts", "Assigns", "Effective Dates", "Subsidiaries", "Compliance With Laws", "Authorizations", "Records", "Applicable Laws", "Benefits", "Titles", "Capitalization", "Organizations", "Jurisdictions", "Integration", "Qualifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Borrower agrees to pay to KeyBank, Agent, the Joint Arrangers, and the Bookrunner for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain Third Amended and Restated Agreement Regarding Fees dated as of even date herewith among the Borrower, KeyBank and KCM (the \u201cAgreement Regarding Fees\u201d) and any fee letters dated on or near the date hereof between the Borrower and the Joint Arrangers (other than KCM). All such fees shall be fully earned when paid and nonrefundable under any circumstances. The Borrower agrees and acknowledges that no proceeds of the Loans will be used to pay any arrangement fees, and Borrower will pay for such fees out of pocket.", "references": ["Construction", "General", "Sales", "Erisa", "Integration", "Anti-Corruption Laws", "Organizations", "Tax Withholdings", "Effective Dates", "Cooperation", "Benefits", "Governing Laws", "Authority", "Adjustments", "Defined Terms", "Forfeitures", "Payments", "Survival", "Intellectual Property", "Capitalization", "Releases", "Records", "Notices", "Use Of Proceeds", "Liens", "Existence", "Waiver Of Jury Trials", "Base Salary", "Sanctions", "Litigations", "Fees"], "gold": ["Fees"]}
+{"input": "The Restricted Stock will vest in full on [the third anniversary of the Grant Date]//[the day prior to the Company\u2019s next annual meeting of shareholders]. If the Grantee\u2019s service as a director of the Company ceases for any reason prior to the date the Restricted Stock vests, the Restricted Stock that has not yet vested as of the date of such cessation of service will be immediately forfeited without further consideration or any act or action by the Grantee; provided, however, if, prior to the date the Restricted Stock has vested, the Grantee\u2019s service as a director of the Company ceases as a result of death or disability (as determined by the Committee), the Committee, in its sole discretion, shall have the right to immediately vest all or any portion of such Restricted Stock, subject to\u00a0such terms as the Committee, in its sole discretion, deems appropriate.", "references": ["Waivers", "Consent To Jurisdiction", "Indemnifications", "Enforceability", "Releases", "Use Of Proceeds", "Solvency", "Interests", "No Conflicts", "Tax Withholdings", "Capitalization", "Erisa", "No Defaults", "Disclosures", "Specific Performance", "Effectiveness", "Authority", "Amendments", "Terminations", "Positions", "Notices", "Indemnity", "Applicable Laws", "Powers", "Brokers", "Assigns", "Records", "Definitions", "Approvals", "Sanctions", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "As used in this Agreement, the terms listed in this \u00a0Section \u00a09.01 \u00a0shall have the respective meanings set forth in this \u00a0Section 9.01 .", "references": ["Litigations", "Indemnity", "Successors", "Waivers", "Qualifications", "Venues", "Base Salary", "Records", "Applicable Laws", "Agreements", "Solvency", "Books", "Amendments", "Publicity", "Disability", "Waiver Of Jury Trials", "Financial Statements", "Effective Dates", "Binding Effects", "Brokers", "Effectiveness", "Insurances", "Remedies", "Representations", "Terminations", "Death", "Headings", "Interests", "Survival", "Assignments", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "No Grantor will create, incur, or suffer to exist any Lien on the Collateral owned by such Grantor except Liens permitted pursuant to Section\u00a06.02 of the Credit Agreement.", "references": ["Transactions With Affiliates", "Disclosures", "No Defaults", "Counterparts", "Benefits", "Powers", "Closings", "Payments", "Records", "Brokers", "Applicable Laws", "Successors", "Construction", "Subsidiaries", "No Waivers", "Governing Laws", "Tax Withholdings", "Intellectual Property", "Qualifications", "No Conflicts", "Further Assurances", "Consent To Jurisdiction", "Releases", "Litigations", "Fees", "Change In Control", "Base Salary", "Death", "Vacations", "Severability", "Liens"], "gold": ["Liens"]}
+{"input": "During Employee\u2019s employment, Employee agrees to serve as Vice President of Land, whose job it will be to manage and lead the strategic direction of the Parsley Group\u2019s land-related activities, and in such other position(s) as the Employee\u2019s supervisor and Employee shall mutually agree. Employee will have the duties that are normally required of an employee of Employee\u2019s same level and responsibility in the exploration and production business and agrees to perform diligently and to the best of Employee\u2019s abilities the duties and services appertaining to such position(s), as well as such additional duties and services which may be designated by Parsley or other members of the Parsley Group, at Parsley\u2019s discretion, from time to time. Employee will also, at the reasonable discretion and request of Parsley, advise and assist in other ways to further the business of the Parsley Group, as may be requested. Initially, Employee shall report to and be subject to the supervision and direction of Parsley\u2019s Chief Executive Officer.", "references": ["Governing Laws", "Erisa", "Further Assurances", "Terminations", "Authorizations", "Brokers", "Change In Control", "Existence", "Tax Withholdings", "Entire Agreements", "No Conflicts", "Adjustments", "Modifications", "Vacations", "Solvency", "Interpretations", "Binding Effects", "Liens", "Effective Dates", "Waivers", "Waiver Of Jury Trials", "Vesting", "Headings", "Arbitration", "Cooperation", "Publicity", "Counterparts", "Employment", "Closings", "Insurances", "Duties"], "gold": ["Duties"]}
+{"input": "Executive declares that the foregoing limitations in Sections 8(a)\u00a0through 8(e)\u00a0above are reasonable and necessary for the adequate protection of the business and the goodwill of the Employer.\u00a0 If any restriction contained in this Section\u00a08 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, scope, or other provisions hereof to make the restriction consistent with applicable law, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.\u00a0 In the event that Executive breaches any of the promises contained in this Section\u00a08, Executive acknowledges that the Employer\u2019s remedy at law for damages will be inadequate and that the Employer will be entitled to specific performance, a temporary restraining order or preliminary injunction to prevent Executive\u2019s prospective or continuing breach and to maintain the status quo.\u00a0 The existence of this right to injunctive relief, or other equitable relief, or the Employer\u2019s exercise of any of these rights, shall not limit any other rights or remedies the Employer may have in law or in equity, including, without limitation, the right to arbitration contained in Section\u00a09 hereof and the right to compensatory and monetary damages.\u00a0 Executive hereby agrees to waive his right to a jury trial with respect to any action commenced to enforce the terms of this Agreement.\u00a0 Executive shall have remedies comparable to those of the Employer as set forth above in this Section\u00a08(f)\u00a0if the Employer breaches Section\u00a08(e).", "references": ["No Conflicts", "Enforcements", "Construction", "Litigations", "Venues", "Jurisdictions", "Assigns", "Vacations", "Effectiveness", "Death", "No Waivers", "General", "Indemnity", "Base Salary", "Approvals", "Brokers", "Confidentiality", "Applicable Laws", "Integration", "Specific Performance", "Sales", "Insurances", "Interpretations", "Capitalization", "Counterparts", "Change In Control", "Miscellaneous", "Financial Statements", "Further Assurances", "Books", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws thereof.", "references": ["Insurances", "Terms", "Existence", "Integration", "Base Salary", "Compliance With Laws", "Adjustments", "Transactions With Affiliates", "No Conflicts", "Enforceability", "Non-Disparagement", "Benefits", "Anti-Corruption Laws", "Entire Agreements", "Powers", "Payments", "Forfeitures", "Miscellaneous", "Headings", "Tax Withholdings", "Definitions", "Governing Laws", "Use Of Proceeds", "No Defaults", "Authorizations", "Erisa", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Remedies", "Enforcements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Amendment shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties hereto.", "references": ["Powers", "Survival", "Death", "Adjustments", "Entire Agreements", "Indemnifications", "Assignments", "Submission To Jurisdiction", "Counterparts", "Arbitration", "Headings", "Anti-Corruption Laws", "Liens", "Defined Terms", "Brokers", "Integration", "Sanctions", "Expenses", "Confidentiality", "Solvency", "Payments", "Capitalization", "Enforceability", "Definitions", "Further Assurances", "Terminations", "Non-Disparagement", "Change In Control", "Representations", "Interests", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Purchaser covenants and agrees that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Company\u2019s Common Stock) during the period commencing with the execution of this Agreement and ending on the earlier Maturity Date (as defined in the Notes) of the Notes or the full repayment or conversion of the Notes; provided that this provision shall not prohibit any sales made where a corresponding Notice of Conversion is tendered to the Company and the shares received upon such conversion or exercise are used to close out such sale (a \u201cProhibited Short Sale\u201d); provided, further that this provision shall not operate to restrict a Purchaser\u2019s trading under any prior securities purchase agreement containing contractual rights that explicitly protects such trading in respect of the previously issued securities.", "references": ["Books", "Defined Terms", "Waiver Of Jury Trials", "Use Of Proceeds", "Applicable Laws", "Amendments", "Interests", "Anti-Corruption Laws", "Adjustments", "Counterparts", "Waivers", "Jurisdictions", "Warranties", "Fees", "Disclosures", "Subsidiaries", "Organizations", "Modifications", "Base Salary", "Publicity", "Positions", "Death", "Definitions", "Existence", "Survival", "Remedies", "Specific Performance", "Duties", "Effective Dates", "Releases", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Borrower has a insurable leasehold estate in and to each Ground Lease Property, insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as may be expressly permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of the Property (or any portion thereof) as currently used or Borrower\u2019s ability to repay the Loan. Each Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the applicable Individual Property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents.", "references": ["Waivers", "Agreements", "Severability", "Liens", "Waiver Of Jury Trials", "Forfeitures", "Enforcements", "Confidentiality", "Disability", "Indemnifications", "Counterparts", "Specific Performance", "Organizations", "Submission To Jurisdiction", "Interpretations", "Anti-Corruption Laws", "Expenses", "Existence", "Enforceability", "Adjustments", "Survival", "Entire Agreements", "Disclosures", "Taxes", "Remedies", "Consents", "Definitions", "Brokers", "Positions", "Notices", "Titles"], "gold": ["Titles"]}
+{"input": "Executive shall accrue vacation time during the Employment Period in accordance with the Company\u2019s applicable vacation guidelines and schedule. Executive shall also be entitled to all paid holidays given by the Company to its executive officers.", "references": ["Amendments", "Remedies", "Costs", "Duties", "Notices", "Arbitration", "Effectiveness", "Definitions", "Base Salary", "Expenses", "Terms", "Publicity", "Interpretations", "Benefits", "Agreements", "Vesting", "Binding Effects", "Applicable Laws", "Consents", "Miscellaneous", "Liens", "Closings", "Employment", "Participations", "Litigations", "Erisa", "Specific Performance", "Sales", "Confidentiality", "Tax Withholdings", "Vacations"], "gold": ["Vacations"]}
+{"input": "At all times, both during my employment and after its termination, I will keep and hold all such Proprietary Information in strict confidence and trust. I will not use or disclose any Proprietary Information without the prior written consent of the Company, except as may be necessary to perform my duties as an employee of the Company for the benefit of the Company. I understand that nothing in this Agreement prohibits me communicating with, or responding to any inquiry from, or providing testimony before, any state or federal regulatory agencies with regard to such information without first obtaining permission from the Company. However, I agree to notify such agency of the confidential nature of the information provided and request that necessary steps be taken to maintain its confidentiality. Upon termination of my employment with the Company, I will promptly deliver to the Company all documents and materials of any nature pertaining to my work with the Company and, upon Company request, will execute a document confirming my agreement to honor my responsibilities contained in this Agreement. I will not take with me or retain any documents or materials or copies thereof containing any Proprietary Information.", "references": ["Notices", "Terms", "Specific Performance", "Liens", "Definitions", "Headings", "Counterparts", "Capitalization", "Approvals", "Interests", "Positions", "Employment", "Publicity", "Powers", "Fees", "Venues", "Survival", "Indemnity", "Waiver Of Jury Trials", "Effective Dates", "Death", "Arbitration", "Vesting", "Costs", "Erisa", "Indemnifications", "Closings", "Miscellaneous", "Vacations", "Anti-Corruption Laws", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "All rights in and to any and all Options granted pursuant to this Award Agreement, which have not vested as described in Paragraph\u00a02 or 3 above, shall be forfeited upon a determination by the Committee that the Participant engaged in competition with the Company or other conduct contrary to the best interests of the Company in violation of Paragraph 9 below, or otherwise as determined in accordance with this Award Agreement and the Plan. If there is a forfeiture, those Options that are vested and exercisable at the time of such forfeiture may be exercised as set forth in Paragraph 4 and 5 above.", "references": ["Change In Control", "Notices", "Capitalization", "Modifications", "Financial Statements", "Participations", "Interpretations", "Successors", "No Conflicts", "Sales", "Agreements", "Vacations", "Records", "Entire Agreements", "Withholdings", "Erisa", "Adjustments", "Specific Performance", "Authority", "Books", "Defined Terms", "Definitions", "Transactions With Affiliates", "Publicity", "Fees", "Waivers", "Closings", "General", "Arbitration", "Use Of Proceeds", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided, however, that if any term or provision of Section\u00a05, 6, 7, 8 or 9 is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect to the fullest extent permitted by law; provided further, that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Section\u00a05, 6, 7, 8 or 9 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.", "references": ["Adjustments", "Representations", "Sales", "Payments", "Interpretations", "Positions", "Definitions", "Defined Terms", "Vacations", "Transactions With Affiliates", "Effective Dates", "Notices", "Interests", "Financial Statements", "Base Salary", "Change In Control", "Remedies", "Headings", "Authorizations", "Qualifications", "Entire Agreements", "Non-Disparagement", "Waivers", "Brokers", "Records", "Enforceability", "Litigations", "Terms", "Solvency", "Publicity", "Severability"], "gold": ["Severability"]}
+{"input": "Each Financing Agreement to which any Obligor is a party constitutes the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors\u2019 rights generally or by equitable principles relating to enforceability.", "references": ["No Conflicts", "Integration", "Authority", "Further Assurances", "Participations", "General", "Change In Control", "Qualifications", "Taxes", "Venues", "Submission To Jurisdiction", "Closings", "Survival", "Terminations", "Waiver Of Jury Trials", "Capitalization", "Sales", "Effectiveness", "Definitions", "Indemnity", "Payments", "Erisa", "Assigns", "Benefits", "Compliance With Laws", "Interests", "Consents", "Governing Laws", "Adjustments", "Positions", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "None of the Loan Parties is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws.", "references": ["Approvals", "Financial Statements", "Existence", "Vesting", "Defined Terms", "Integration", "Closings", "Change In Control", "Withholdings", "Effective Dates", "Records", "Taxes", "Waiver Of Jury Trials", "Headings", "Participations", "Positions", "Amendments", "Miscellaneous", "Sales", "Enforcements", "Insurances", "Definitions", "Disability", "Erisa", "Employment", "Forfeitures", "Arbitration", "Notices", "Entire Agreements", "Enforceability", "General"], "gold": ["General"]}
+{"input": "All notices, requests and demands to or upon the Administrative Agent or any Guarantor hereunder shall be effected in the manner provided for in Section 10.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.", "references": ["Base Salary", "Applicable Laws", "Definitions", "Agreements", "Insurances", "Expenses", "Waiver Of Jury Trials", "General", "Governing Laws", "No Waivers", "Death", "Consent To Jurisdiction", "Brokers", "Interests", "Taxes", "Benefits", "Assignments", "Effectiveness", "Submission To Jurisdiction", "Disclosures", "Titles", "Closings", "Remedies", "Effective Dates", "Approvals", "Anti-Corruption Laws", "Counterparts", "Specific Performance", "Integration", "Fees", "Notices"], "gold": ["Notices"]}
+{"input": "Seller complies, and has at all times since its inception complied, in all material respects with all applicable Laws. Seller has not, nor to Seller\u2019s knowledge has any other Person, received any notice or other written communication at any time regarding any actual or alleged failure of Seller (as it relates to the Business) to comply with any applicable Law. Neither Seller nor any retained representative thereof has offered or given, and to Seller\u2019s knowledge, no Person has offered or given on its behalf, anything of value to, in violation of applicable Law: (a)\u00a0any official of a Governmental Entity, any political party or official thereof or any candidate for political office; (b)\u00a0any customer or member of any Governmental Entity; or (c)\u00a0any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of any Governmental Entity or any candidate for political office for the purpose of the following: (i)\u00a0influencing any action or decision of such Person in such Person\u2019s official capacity, including a decision to fail to perform such Person\u2019s official function; (ii)\u00a0inducing such Person to use such Person\u2019s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Seller or any Equityholder in obtaining or retaining business for, with, or directing business to, any Person; or (iii)\u00a0where such payment would constitute a bribe, kickback or illegal or improper payment to assist Seller or any Equityholder in obtaining or retaining business for, with, or directing business to, any Person, except for an immaterial political contribution (in an amount which was less than $1,000) by a political action committee which was fully disclosed to the appropriate Governmental Entity (without any resulting fine or penalty to Seller).", "references": ["Publicity", "Survival", "No Waivers", "Sanctions", "General", "Submission To Jurisdiction", "Insurances", "Binding Effects", "Capitalization", "Interpretations", "Vacations", "Adjustments", "Anti-Corruption Laws", "Withholdings", "Litigations", "Qualifications", "Financial Statements", "Specific Performance", "Erisa", "Liens", "Titles", "Positions", "Authorizations", "Death", "Interests", "Benefits", "Construction", "Duties", "Vesting", "Arbitration", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If any provision of this Agreement or the application of such provision to any Party or circumstance shall be held invalid or unenforceable, the remainder of this Agreement or the application of that provision to another Party or circumstance shall not be affected thereby.", "references": ["Intellectual Property", "Warranties", "Authority", "Specific Performance", "Indemnity", "Compliance With Laws", "Arbitration", "Effective Dates", "Notices", "Binding Effects", "Venues", "Agreements", "Interests", "Assigns", "Death", "Waivers", "Existence", "Representations", "Enforceability", "Construction", "Records", "Survival", "Entire Agreements", "Sales", "Successors", "Confidentiality", "Liens", "Defined Terms", "Insurances", "Counterparts", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section \u00a03.5 and Article IV shall survive any termination.", "references": ["Counterparts", "Enforceability", "Effective Dates", "Adjustments", "Duties", "Non-Disparagement", "Intellectual Property", "Base Salary", "Agreements", "Governing Laws", "Powers", "Defined Terms", "Severability", "Venues", "Assigns", "Use Of Proceeds", "Organizations", "Withholdings", "Books", "Entire Agreements", "No Waivers", "Binding Effects", "Litigations", "Releases", "Successors", "Consent To Jurisdiction", "Warranties", "Headings", "Costs", "Vesting", "Terms"], "gold": ["Terms"]}
+{"input": "The Parties acknowledge that money damages may not be an adequate remedy for violations of this Agreement .In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative..", "references": ["Sales", "Consent To Jurisdiction", "Warranties", "Approvals", "Assigns", "Entire Agreements", "Compliance With Laws", "Vesting", "Survival", "Publicity", "Waiver Of Jury Trials", "Construction", "Binding Effects", "Definitions", "Assignments", "Counterparts", "Capitalization", "Integration", "Intellectual Property", "No Conflicts", "Qualifications", "Terms", "Amendments", "Severability", "Interpretations", "Miscellaneous", "Further Assurances", "Cooperation", "Liens", "Costs", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The Administrative Agent and the Company shall determine the effective date of any Incremental Increase (the \u201c Increase Effective Date \u201d).\u00a0 The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.", "references": ["Benefits", "Transactions With Affiliates", "Costs", "Effectiveness", "Waivers", "Terms", "Venues", "Duties", "Integration", "Cooperation", "Specific Performance", "Sanctions", "Governing Laws", "Employment", "Tax Withholdings", "General", "Fees", "Terminations", "Non-Disparagement", "Existence", "Severability", "Authority", "Approvals", "Arbitration", "Waiver Of Jury Trials", "No Conflicts", "Assignments", "Qualifications", "Powers", "Consent To Jurisdiction", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.\u00a0 THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.\u00a0 WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.\u00a0 THIS WAIVER SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.", "references": ["Books", "Enforcements", "Payments", "Publicity", "Construction", "Liens", "Participations", "Agreements", "Applicable Laws", "Definitions", "Headings", "Disability", "Survival", "Severability", "Organizations", "Solvency", "Subsidiaries", "Non-Disparagement", "Closings", "Vacations", "Authority", "Withholdings", "Transactions With Affiliates", "Defined Terms", "Binding Effects", "Notices", "Remedies", "Sanctions", "Base Salary", "Death", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Tenant agrees to protect, defend (with counsel reasonably approved by Landlord), indemnify and save Landlord harmless from and against any and all claims and liabilities (other than claims and liabilities to the extent arising from any omission, fault, negligence or other act or misconduct or Landlord or its agents, contractors or employees in or about the Premises), arising from the conduct or management of or from any work or thing whatsoever done in, on or about the Premises by Tenant or any of its agents, employees, subtenants, licensees, invitees or assignees.\u00a0 The foregoing indemnity shall survive the expiration or earlier termination of this Lease.", "references": ["Use Of Proceeds", "Sanctions", "No Waivers", "Insurances", "Transactions With Affiliates", "Enforcements", "Representations", "Notices", "Anti-Corruption Laws", "Death", "Consents", "Severability", "Tax Withholdings", "Duties", "Disclosures", "Titles", "Qualifications", "Indemnifications", "Terms", "Powers", "Warranties", "Interests", "Assignments", "Releases", "Remedies", "Employment", "Fees", "Cooperation", "No Conflicts", "Approvals", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This First Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument .\u00a0\u00a0Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.", "references": ["Death", "Financial Statements", "Compliance With Laws", "Binding Effects", "Intellectual Property", "Cooperation", "Jurisdictions", "Benefits", "Publicity", "Approvals", "Waiver Of Jury Trials", "Indemnifications", "No Waivers", "Interests", "Severability", "Warranties", "Employment", "Disability", "Change In Control", "Governing Laws", "Non-Disparagement", "Powers", "Specific Performance", "Construction", "Interpretations", "Consent To Jurisdiction", "Costs", "Books", "Enforceability", "Forfeitures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company will, and will cause all of the Company Entities and their management to, use their best efforts to satisfy all of the closing conditions under Section 5.1, and will not take any action which could frustrate or delay the satisfaction of such conditions.", "references": ["Non-Disparagement", "Arbitration", "Integration", "Amendments", "Terms", "Liens", "Interpretations", "Closings", "Assigns", "Litigations", "Counterparts", "Approvals", "Death", "Binding Effects", "Enforceability", "Specific Performance", "Capitalization", "Change In Control", "Base Salary", "Taxes", "Records", "Positions", "Financial Statements", "Authorizations", "Venues", "Submission To Jurisdiction", "Forfeitures", "No Waivers", "Jurisdictions", "Governing Laws", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each of the Loan Parties hereby acknowledge and agree that:\u00a0\u00a0(a)\u00a0none has any defenses, claims or set-offs to the enforcement by Administrative Agent or any Lender of the Obligations on the date hereof and on the date of execution hereof; (b)\u00a0to their knowledge, Administrative Agent and Lenders have fully performed all undertakings and obligations owed to them as of the date hereof and on the date of execution hereof; and (c)\u00a0except to the limited extent expressly set forth in this First Amendment, Administrative Agent and Lenders do not waive, diminish or limit any term or condition contained in the Credit Agreement or any of the Other Documents.", "references": ["Enforceability", "Existence", "Brokers", "Employment", "Sanctions", "Assignments", "Capitalization", "Assigns", "Participations", "Taxes", "Transactions With Affiliates", "Duties", "Erisa", "Authorizations", "Publicity", "Liens", "Terminations", "Effective Dates", "Indemnifications", "Records", "Base Salary", "Closings", "Anti-Corruption Laws", "Fees", "Waivers", "Remedies", "Positions", "Governing Laws", "Solvency", "Specific Performance", "Agreements"], "gold": ["Agreements"]}
+{"input": "The REIT and the Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those (a)\u00a0which are being contested in good faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP or (b)\u00a0which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.", "references": ["Assignments", "Employment", "Positions", "Use Of Proceeds", "Indemnifications", "Remedies", "Enforcements", "Titles", "Interests", "Expenses", "Agreements", "Terminations", "Notices", "Closings", "Subsidiaries", "Participations", "Enforceability", "Sales", "Liens", "Withholdings", "Capitalization", "Fees", "Cooperation", "Brokers", "Intellectual Property", "Forfeitures", "Duties", "Venues", "Publicity", "No Conflicts", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of\u00a0 Section 3.5 \u00a0and\u00a0 Article IV shall survive any termination.", "references": ["Terminations", "Assigns", "Payments", "Construction", "Financial Statements", "Confidentiality", "General", "Books", "Liens", "Costs", "No Conflicts", "Erisa", "Litigations", "Anti-Corruption Laws", "Brokers", "Enforceability", "Waivers", "Withholdings", "Binding Effects", "Remedies", "Counterparts", "Sanctions", "Tax Withholdings", "Warranties", "Insurances", "Representations", "Indemnity", "Powers", "Jurisdictions", "Notices", "Terms"], "gold": ["Terms"]}
+{"input": "Maintain in effect and enforce policies and procedures designed to ensure compliance by it, its Subsidiaries and their respective directors, officers and employees, whether acting directly or through agents, with Anti-Corruption Laws and applicable Sanctions.", "references": ["Authority", "Costs", "Waivers", "Consents", "Releases", "Cooperation", "Representations", "Erisa", "Counterparts", "Positions", "Qualifications", "Severability", "Approvals", "Payments", "Modifications", "Transactions With Affiliates", "No Waivers", "Assigns", "Indemnifications", "Publicity", "Participations", "Withholdings", "Brokers", "Further Assurances", "Capitalization", "Miscellaneous", "Effectiveness", "Indemnity", "General", "Taxes", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Each Channel Partner will be responsible for, and will pay, all expenses incurred by such Channel Partner in connection with the performance of its obligations under this Agreement, except as expressly otherwise agreed by the Channel Partners.", "references": ["Effectiveness", "Sales", "Indemnity", "Duties", "Remedies", "Terms", "No Conflicts", "Defined Terms", "Books", "Financial Statements", "No Waivers", "Headings", "Anti-Corruption Laws", "Cooperation", "Governing Laws", "Solvency", "Miscellaneous", "Subsidiaries", "Binding Effects", "Specific Performance", "Interpretations", "Tax Withholdings", "Amendments", "Change In Control", "Existence", "Effective Dates", "Interests", "Counterparts", "Non-Disparagement", "Sanctions", "Expenses"], "gold": ["Expenses"]}
+{"input": "Construction, validity and administration of this Plan shall be governed by applicable Federal law and the law of the state of New York without regard to the conflict of law provisions of such state law. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.", "references": ["No Waivers", "Authority", "Modifications", "Effectiveness", "Duties", "Capitalization", "Submission To Jurisdiction", "Interpretations", "Notices", "Representations", "Sanctions", "Cooperation", "Vacations", "Base Salary", "Transactions With Affiliates", "Binding Effects", "Organizations", "Assignments", "Further Assurances", "Compliance With Laws", "Sales", "Benefits", "Costs", "Survival", "Arbitration", "Existence", "Applicable Laws", "Indemnifications", "Titles", "Qualifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Term, Executive will perform such executive duties for the Company and/or its Affiliates, consistent with Executive\u2019s position, as may reasonably be assigned to Executive from time to time. Executive will reasonably devote Executive\u2019s productive business time, attention and energies to the performance of Executive\u2019s duties under the Agreement. Executive will use Executive\u2019s best efforts to advance the interests and business of the Company and its Affiliates. Executive will abide by all rules, regulations, and policies of the Company, as may be in effect from time to time. Notwithstanding the foregoing, Executive may act for Executive\u2019s own account in passive-type investments and with respect to Vino Al Lago LLC where the time allocated for those activities does not interfere with or create a conflict of interest with the discharge of Executive\u2019s duties for the Company.", "references": ["Titles", "Interests", "Anti-Corruption Laws", "Intellectual Property", "Transactions With Affiliates", "Participations", "Representations", "Erisa", "Litigations", "Jurisdictions", "Records", "Payments", "Organizations", "Vesting", "Compliance With Laws", "Consents", "Employment", "Taxes", "No Conflicts", "Enforcements", "Remedies", "No Waivers", "Publicity", "Binding Effects", "Waivers", "Effectiveness", "Modifications", "Powers", "Non-Disparagement", "Cooperation", "Duties"], "gold": ["Duties"]}
+{"input": "The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole or in part to any corporation or other entity with or into which the Company may hereafter merge or consolidate, or to which the Company may transfer all or substantially all of its assets. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder, except by will or the laws of descent and distribution, or as required to comply with the terms of a qualified domestic relations order.", "references": ["Assigns", "Terms", "Costs", "Construction", "Headings", "Authority", "Confidentiality", "Non-Disparagement", "Representations", "Powers", "Brokers", "Transactions With Affiliates", "Remedies", "Enforceability", "Payments", "No Defaults", "Sales", "Solvency", "Effectiveness", "Tax Withholdings", "Anti-Corruption Laws", "Change In Control", "Submission To Jurisdiction", "Terminations", "Withholdings", "Cooperation", "Miscellaneous", "Employment", "Erisa", "Indemnifications", "Assignments"], "gold": ["Assignments"]}
+{"input": "The term of this Lease shall be for a period beginning on the Commencement Date and continuing for the Original Term and any extension thereof in accordance with the provisions of this Lease, unless sooner terminated as hereinafter provided. When the dates of the beginning and end of the Original Term have been determined such dates shall be evidenced by a confirmatory document executed by Landlord and Tenant in the form substantially as shown on Exhibit E hereto and delivered each to the other, but the failure of Landlord and Tenant to execute or deliver such document shall have no effect upon such dates. The Original Term and any extension thereof in accordance with the provisions of this Lease is hereinafter referred to as the \u201c term \u201d of this Lease.", "references": ["Powers", "Miscellaneous", "Base Salary", "No Defaults", "Brokers", "Specific Performance", "Governing Laws", "Representations", "Agreements", "Positions", "Existence", "Cooperation", "General", "Subsidiaries", "Headings", "Effectiveness", "Definitions", "Duties", "Tax Withholdings", "Consents", "Amendments", "Applicable Laws", "Sales", "Change In Control", "Financial Statements", "Litigations", "Counterparts", "Fees", "Insurances", "Construction", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement may be executed by the parties in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Any signatures executed and delivered by a party by facsimile transmission or by e-mail delivery in portable document format (\".pdf\") shall be deemed an original signature hereto.", "references": ["Releases", "Severability", "Effectiveness", "Erisa", "Amendments", "Forfeitures", "Non-Disparagement", "Participations", "Survival", "Disability", "Arbitration", "Remedies", "No Conflicts", "Closings", "Fees", "Integration", "Sales", "Death", "Litigations", "Miscellaneous", "Liens", "Positions", "Base Salary", "Modifications", "Confidentiality", "Authorizations", "Terms", "Warranties", "Intellectual Property", "Employment", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance of this Note shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.", "references": ["General", "Anti-Corruption Laws", "Terminations", "Death", "Specific Performance", "Use Of Proceeds", "Authorizations", "Benefits", "Cooperation", "Applicable Laws", "Notices", "Payments", "Existence", "Expenses", "Binding Effects", "Defined Terms", "Forfeitures", "Transactions With Affiliates", "Books", "Definitions", "Headings", "Modifications", "Powers", "Consents", "Tax Withholdings", "Assigns", "Indemnifications", "Authority", "Participations", "Positions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If the Participant incurs a Disability that also constitutes a \u201cdisability\u201d within the meaning of Section 409A, all of the Participant\u2019s unvested Stock Awards as of the date of such Disability shall continue to vest in accordance with the original vesting schedule set forth in Paragraph 2 of this Award Agreement regardless of any subsequent termination of service, provided such Disability does not result in termination of service. In the event of termination of service, the unvested Stock Award shall vest in him on the date of termination.", "references": ["Consent To Jurisdiction", "Publicity", "Fees", "Construction", "Successors", "Terminations", "Indemnifications", "Enforcements", "Payments", "Erisa", "Powers", "Severability", "Solvency", "Applicable Laws", "Authority", "Brokers", "Consents", "Modifications", "Defined Terms", "Records", "Amendments", "Submission To Jurisdiction", "Vesting", "Assignments", "Venues", "Survival", "Taxes", "Definitions", "Sanctions", "No Defaults", "Disability"], "gold": ["Disability"]}
+{"input": "Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law, such invalidity, illegality or unenforceability will not affect any other provision, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.", "references": ["Sanctions", "Assignments", "Survival", "Benefits", "Assigns", "Powers", "No Waivers", "Use Of Proceeds", "Erisa", "Defined Terms", "Effectiveness", "Agreements", "Enforceability", "Effective Dates", "Positions", "Sales", "Releases", "Applicable Laws", "Successors", "Taxes", "Governing Laws", "Compliance With Laws", "Cooperation", "Confidentiality", "Titles", "Existence", "Remedies", "Enforcements", "Interests", "Transactions With Affiliates", "Severability"], "gold": ["Severability"]}
+{"input": "The execution, delivery and performance by each Restricted Person of each Loan Document to which it is a party has been duly authorized by all necessary corporate, limited liability company and partnership action and, if required, by the holders of the Equity in such Restricted Person. Each Loan Document has been duly executed and delivered by the Restricted Persons that are party thereto. Borrower is duly authorized to borrow and repay the Loans as contemplated herein.", "references": ["Definitions", "Benefits", "Subsidiaries", "Non-Disparagement", "Disclosures", "Remedies", "Severability", "Governing Laws", "Enforceability", "Successors", "Duties", "Assignments", "Death", "Anti-Corruption Laws", "Powers", "Qualifications", "Further Assurances", "Waiver Of Jury Trials", "Consents", "Litigations", "Forfeitures", "Adjustments", "Specific Performance", "Fees", "Counterparts", "Titles", "Brokers", "Solvency", "Notices", "Approvals", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties hereto agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.", "references": ["Erisa", "Vesting", "Duties", "Intellectual Property", "Effectiveness", "Interests", "Financial Statements", "Agreements", "Existence", "Fees", "Integration", "Representations", "Litigations", "Transactions With Affiliates", "Authority", "Waiver Of Jury Trials", "Solvency", "Binding Effects", "Costs", "Terminations", "Terms", "Disclosures", "Positions", "Counterparts", "Consents", "Submission To Jurisdiction", "No Waivers", "Closings", "Employment", "Effective Dates", "Remedies"], "gold": ["Remedies"]}
+{"input": "In the event that the Participant\u2019s employment with the Company or its subsidiaries or affiliates is terminated due to death on or after the Grant Date, but prior to the end of the Performance Period, the Performance Unit Award shall remain eligible to vest following the end date of the Performance Period (subject to satisfaction of the performance conditions set forth on Appendix A to this Agreement) and the Participant shall receive a pro-rated portion of the Common Stock underlying the Performance Unit Award that would otherwise vest based on performance on the Vesting Date, with the pro-rata portion based on the Participant\u2019s whole months of service with the Company during the Performance Period prior to the date of such termination; provided that a partial month of employment will be considered a whole \u201cmonth of service\u201d for purposes of this Agreement only if the Participant was employed by the Company for at least fifteen (15) days during such month. Any portion of the Performance Unit Award that remains unvested on the Vesting Date (after giving effect to such pro-ration) shall be considered to have terminated on the Vesting Date. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant\u2019s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant\u2019s death shall be paid to the Participant\u2019s estate.", "references": ["Costs", "Erisa", "Entire Agreements", "Venues", "Brokers", "Headings", "Modifications", "Capitalization", "Submission To Jurisdiction", "Benefits", "Positions", "Vacations", "Warranties", "Miscellaneous", "Integration", "Agreements", "Forfeitures", "Use Of Proceeds", "Arbitration", "Sales", "Notices", "Disclosures", "Interpretations", "Authorizations", "Payments", "Counterparts", "Adjustments", "Disability", "Tax Withholdings", "Litigations", "Death"], "gold": ["Death"]}
+{"input": "Each of the Banks hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Banks, and no Borrower shall have rights as a third party beneficiary of any of such provisions.", "references": ["Vacations", "Costs", "Existence", "Arbitration", "Binding Effects", "Insurances", "No Conflicts", "Sales", "Agreements", "Authorizations", "Representations", "Expenses", "Amendments", "Base Salary", "Death", "Subsidiaries", "No Waivers", "Definitions", "Confidentiality", "Tax Withholdings", "Use Of Proceeds", "Enforceability", "Solvency", "Terminations", "Fees", "Governing Laws", "Duties", "No Defaults", "Releases", "Organizations", "Authority"], "gold": ["Authority"]}
+{"input": "The Executive shall be employed as an at-will employee. The term of this Agreement will commence on the Effective Date hereof and shall continue until terminated by either party in accordance with Section 6 below.", "references": ["Jurisdictions", "Existence", "Enforceability", "Publicity", "Brokers", "Agreements", "Disclosures", "Powers", "Insurances", "Death", "Waivers", "Interpretations", "Fees", "Withholdings", "Tax Withholdings", "Successors", "Warranties", "Severability", "Miscellaneous", "Participations", "Integration", "Intellectual Property", "Authority", "Benefits", "Indemnifications", "Capitalization", "Disability", "Solvency", "Amendments", "General", "Terms"], "gold": ["Terms"]}
+{"input": "Except for the representations and warranties contained in this Article III (including the related portions of the Disclosure Schedules), none of MMAC, Seller, the Company, the Company Subsidiaries or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of MMAC, Seller, the Company or the Company Subsidiaries, including any representation or warranty as to the accuracy or completeness of any information regarding MMAC, Seller, the Company or the Company Subsidiaries furnished or made available to Hunt, Buyer and their Representatives (including any information, documents or material made available to Buyer in the Data Room, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Company or the Company Subsidiaries, or any representation or warranty arising from statute or otherwise in law.", "references": ["Benefits", "Records", "Arbitration", "Fees", "Death", "Sales", "Releases", "Solvency", "Use Of Proceeds", "Books", "Headings", "Successors", "Indemnifications", "Governing Laws", "Waivers", "Terminations", "Enforceability", "Cooperation", "Remedies", "Definitions", "Authorizations", "Disability", "Effectiveness", "Closings", "Tax Withholdings", "Titles", "No Waivers", "Disclosures", "Organizations", "Miscellaneous", "Warranties"], "gold": ["Warranties"]}
+{"input": "If the Optionee\u2019s employment with or service to the Company terminates by reason of Disability, the Option shall become immediately vested and exercisable to the extent the Performance Criteria set forth in Exhibit A have been satisfied as of the date of the Optionee\u2019s termination of employment or service, without regard to the Time-Based Criteria, which shall be deemed to have been satisfied as of the date of such termination, and the Option thereafter may be exercised for a period of twenty-four (24)\u00a0months from the date of such termination of employment or service or until the expiration of the term of the Option, whichever period is shorter, provided , however , that, if the Optionee dies within such 24-month period and prior to the expiration of the term of the Option, the Option shall thereafter be exercisable for a period of 24\u00a0months from the time of death or until the expiration of the term of the Option, whichever period is shorter.", "references": ["Duties", "Expenses", "Disclosures", "Applicable Laws", "Approvals", "Authority", "Integration", "Tax Withholdings", "Transactions With Affiliates", "Further Assurances", "Successors", "Erisa", "Definitions", "Books", "Authorizations", "Headings", "Agreements", "Waivers", "Adjustments", "General", "Capitalization", "Enforceability", "Payments", "Vacations", "Sanctions", "Death", "Construction", "Counterparts", "Liens", "Financial Statements", "Disability"], "gold": ["Disability"]}
+{"input": "During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.", "references": ["Jurisdictions", "Confidentiality", "Adjustments", "Disability", "Sanctions", "Waiver Of Jury Trials", "Assignments", "Approvals", "Indemnity", "Enforceability", "Further Assurances", "Records", "Remedies", "Definitions", "Enforcements", "Interpretations", "Duties", "Waivers", "Change In Control", "Costs", "Headings", "Qualifications", "Insurances", "Cooperation", "Vacations", "General", "No Defaults", "Anti-Corruption Laws", "Use Of Proceeds", "Tax Withholdings", "Expenses"], "gold": ["Expenses"]}
+{"input": "Subject to Section\u00a014.1 , any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating to this Agreement, or the performance by either Party of its obligations under this Agreement (other than bona fide Third Party actions or proceedings filed or instituted in an action or proceeding by a Third Party against a Party), whether before or after termination of this Agreement, shall be finally resolved by binding arbitration.\u00a0\u00a0Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party.\u00a0\u00a0Any such arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association by a panel of three arbitrators appointed in accordance with such rules with the arbitration taking place in New Jersey.\u00a0\u00a0The method and manner of discovery in any such arbitration proceeding shall be governed by the laws of the State of New Jersey.\u00a0\u00a0The arbitrators shall have the authority to grant injunctions and/or specific performance and to allocate between the parties the costs of arbitration in such equitable manner as they determine.\u00a0\u00a0Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.\u00a0\u00a0In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations.\u00a0\u00a0Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the selection of the arbitrators hereunder or pending the arbitrators\u2019 determination of any dispute, controversy or claim hereunder.", "references": ["Binding Effects", "Employment", "Transactions With Affiliates", "Financial Statements", "Use Of Proceeds", "Terminations", "Expenses", "Non-Disparagement", "Positions", "Organizations", "Agreements", "Integration", "Withholdings", "Representations", "Cooperation", "Solvency", "Forfeitures", "Survival", "Records", "Assigns", "Qualifications", "Titles", "Confidentiality", "Waiver Of Jury Trials", "Applicable Laws", "Waivers", "Construction", "Closings", "Fees", "Books", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The award agreement shall be deemed automatically accepted by you and you shall be subject to all its terms and conditions, unless you click the \u201cI decline\u201d button at the end of the award agreement on Equate+ within 30 days following the grant date. The Participant certifies that the Participant (A)\u00a0has been furnished with all relevant information and materials with respect to the terms and conditions of the Award, (B)\u00a0has read and understands such information and materials, (C)\u00a0is fully aware and knowledgeable of the terms and conditions of the Award, and (D)\u00a0completely and voluntarily agrees to the terms and conditions of the Award, as set forth in the Plan and this Agreement.", "references": ["Capitalization", "Insurances", "Participations", "Confidentiality", "Duties", "Taxes", "Modifications", "Construction", "Powers", "Effective Dates", "Compliance With Laws", "Indemnity", "Severability", "Binding Effects", "Disability", "Survival", "Withholdings", "Applicable Laws", "General", "Approvals", "Fees", "Payments", "Qualifications", "Submission To Jurisdiction", "Governing Laws", "Transactions With Affiliates", "Specific Performance", "Vacations", "Use Of Proceeds", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As a condition to the delivery of any shares pursuant to the vesting of the Restricted Stock, the Participant is required to pay tax withholding obligations that arise in connection with the vesting of the Restricted Stock. The Company shall satisfy the tax withholding obligations arising in connection with release of restrictions on Shares of Restricted Stock held by Participant (where withholding is required at the time of release of restrictions on Shares of Restricted Stock or as may be determined by the Company from time to time) by withholding shares of Common Stock that would otherwise be available for delivery upon the vesting of this award having a Fair Market Value on the date of the release equal to the minimum statutory withholding obligation or such other withholding obligation required by applicable law or require a Participant satisfy its withholding obligation in some other form as determined Company from time to time and in accordance with applicable law.", "references": ["No Waivers", "Anti-Corruption Laws", "Venues", "Brokers", "Terms", "Severability", "Survival", "Miscellaneous", "Duties", "Solvency", "Powers", "Effective Dates", "Insurances", "Vacations", "Base Salary", "Expenses", "Benefits", "No Defaults", "Liens", "Notices", "Applicable Laws", "Existence", "Construction", "Confidentiality", "Intellectual Property", "Sales", "Closings", "No Conflicts", "Assignments", "Consents", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "To the fullest extent permitted by law, each party hereto hereby irrevocably consents and agrees, for the benefit of each party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, shall be brought in any city, state or federal court located in the Borough of Manhattan, The City of New York (the \u201c Designated Courts \u201d), and hereby irrevocably accepts and submits to the jurisdiction of the Designated Courts (and of the appropriate appellate courts) of each such Designated Court with respect to any such action, suit or proceeding. Each party hereto also hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it shall be brought in any Designated Court, and hereby irrevocably accepts and submits to the exclusive jurisdiction of each such Designated Court with respect to any such action, suit or proceeding. Each party hereto waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in any such Designated Court and hereby further waives and agrees not to plead or claim in any such Designated Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that (i)\u00a0to the fullest extent permitted by law, service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth above and (ii)\u00a0all Notices that are required to be given hereunder may be given by the attorneys for the respective parties.", "references": ["Titles", "Solvency", "Death", "Powers", "Authorizations", "Waivers", "Transactions With Affiliates", "Indemnity", "No Waivers", "Existence", "Amendments", "Notices", "Vesting", "Organizations", "Severability", "Disability", "Publicity", "Liens", "Survival", "Compliance With Laws", "Taxes", "Disclosures", "Interests", "Costs", "Approvals", "Fees", "Agreements", "No Conflicts", "Headings", "Indemnifications", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "Capitalized terms that are not defined herein shall have the meanings set forth in the License Agreement.", "references": ["Counterparts", "Survival", "Miscellaneous", "Binding Effects", "Death", "Vesting", "Assigns", "Use Of Proceeds", "Financial Statements", "Agreements", "Expenses", "Confidentiality", "Closings", "Definitions", "Terms", "Books", "Records", "Organizations", "Jurisdictions", "Disability", "Representations", "Entire Agreements", "Releases", "No Defaults", "Liens", "Enforceability", "Adjustments", "Consent To Jurisdiction", "Taxes", "Interests", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "If any provision, or portion thereof, in this Agreement is held to be invalid or unenforceable to any extent, such provision of this Agreement shall be enforced to the maximum extent permissible by applicable law so as to effect the intent of the Parties, and the remainder of the Agreement shall remain in full force and effect.\u00a0\u00a0The Parties shall negotiate in good faith a valid and enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent and economic effect of such invalid or unenforceable provision as if it were enforceable.", "references": ["Specific Performance", "Definitions", "Employment", "No Conflicts", "Consent To Jurisdiction", "Confidentiality", "Existence", "Effective Dates", "Solvency", "Taxes", "Headings", "Liens", "Remedies", "Sales", "Enforceability", "Counterparts", "Tax Withholdings", "Compliance With Laws", "Integration", "Entire Agreements", "Terms", "Payments", "Representations", "Closings", "Assignments", "Positions", "Assigns", "Litigations", "Disability", "Change In Control", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement (together with the Schedules and Annexes to this Agreement), that certain Mutual Non-Disclosure Agreement, dated as of January 31, 2018, by and between Sonus Networks, Inc. (d.b.a. Ribbon Communications Operating Company) and the Company (the \u201c Confidentiality Agreement \u201d), the engagement letter entered into between the Company and the Holder Representative and the certificates and other agreements contemplated hereby and thereby constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings or agreements, oral or otherwise, relating to the transactions contemplated hereby exist between Company, Buyer and Merger Sub, except as expressly set forth in this Agreement, the Confidentiality Agreement and the certificates and other agreements contemplated hereby and thereby. Notwithstanding anything herein or therein to the contrary, the Confidentiality Agreement shall terminate at the earlier of (i) the Effective Time and (ii) the date of its expiration in accordance with its terms.", "references": ["Terms", "Indemnity", "Assignments", "Insurances", "Indemnifications", "Participations", "Amendments", "Cooperation", "Headings", "Publicity", "Submission To Jurisdiction", "Erisa", "Disclosures", "Expenses", "Successors", "Titles", "Forfeitures", "Approvals", "Adjustments", "Benefits", "Transactions With Affiliates", "Compliance With Laws", "Employment", "Payments", "Arbitration", "Litigations", "No Waivers", "Effective Dates", "Venues", "Enforceability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Restrictive Covenant Agreement is made under and shall be construed according to the laws of the State of Texas.", "references": ["Sanctions", "Litigations", "Binding Effects", "Benefits", "Consent To Jurisdiction", "Vacations", "Defined Terms", "Powers", "Warranties", "Arbitration", "Compliance With Laws", "Financial Statements", "Authority", "Payments", "Effectiveness", "No Conflicts", "Indemnity", "Qualifications", "Counterparts", "Survival", "Miscellaneous", "Terms", "Assigns", "Employment", "Representations", "Death", "Capitalization", "Confidentiality", "Venues", "Positions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All Obligations of the Credit Parties under the Loan Documents, shall be secured by and be entitled to the benefits of, the Collateral and shall remain in all respects subject to the liens, charges and encumbrances of, the Loan Documents, and nothing herein contained, and nothing done pursuant hereto or in connection herewith shall affect or be construed to affect the liens, charges or encumbrances or conveyances effected thereby or the priority thereof or to release or affect the liability of any party or parties whomsoever may now, or hereafter be, liable on account of the Obligations.\u00a0\u00a0Subject to the limitations set forth in the Guaranty and the Collateral Documents in terms of the scope thereof, each Credit Party does hereby grant, transfer, assign and grant a security interest in and to Lender, its successors and assigns, in all of the Collateral in order to secure the Loan and the Obligations.", "references": ["Financial Statements", "Death", "Enforcements", "Expenses", "Books", "Qualifications", "Indemnifications", "Solvency", "Approvals", "Waiver Of Jury Trials", "Enforceability", "Effective Dates", "Litigations", "Titles", "Benefits", "General", "Miscellaneous", "Remedies", "Brokers", "Closings", "Consent To Jurisdiction", "Terms", "Successors", "Interests", "Transactions With Affiliates", "Non-Disparagement", "Entire Agreements", "Employment", "Change In Control", "Defined Terms", "Liens"], "gold": ["Liens"]}
+{"input": "Borrower shall not sell or transfer all or any substantial part of its assets, merge with or into any other Person, or change its jurisdiction of organization in each case without at least fifteen (15) days prior written notice to Lender; provided that Borrower shall not be required to give prior notice to the extent doing so would violate any Governmental Requirements which cannot be satisfied by the execution of a confidentiality agreement by Lender; and provided further the provisions of this Section 3.16 shall not permit Borrower to transfer any Collateral in violation of any provisions of the Security Agreements .", "references": ["Organizations", "Severability", "No Defaults", "Amendments", "Entire Agreements", "Insurances", "Applicable Laws", "Counterparts", "Terms", "Specific Performance", "Further Assurances", "Disability", "Arbitration", "Survival", "Erisa", "Authority", "Compliance With Laws", "Closings", "Expenses", "Change In Control", "Successors", "Interests", "Qualifications", "Transactions With Affiliates", "Vacations", "Effectiveness", "Capitalization", "Duties", "Sanctions", "Warranties", "Sales"], "gold": ["Sales"]}
+{"input": "TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE RELEASE IT CONTEMPLATES, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS AGREEMENT, RELATING TO YOUR EMPLOYMENT, OR COVERED BY THE CONTEMPLATED RELEASE.", "references": ["Expenses", "Transactions With Affiliates", "Applicable Laws", "Integration", "Jurisdictions", "Employment", "Books", "Positions", "No Defaults", "Litigations", "Vacations", "Compliance With Laws", "No Waivers", "Withholdings", "Benefits", "Modifications", "Use Of Proceeds", "Agreements", "Successors", "Consents", "Waivers", "Vesting", "Indemnity", "Assignments", "Authority", "Taxes", "Confidentiality", "Subsidiaries", "Effective Dates", "Interpretations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or electronic copy), each of which when so executed and delivered shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument.", "references": ["Assignments", "Miscellaneous", "Terminations", "Specific Performance", "Sanctions", "Warranties", "Severability", "Fees", "Payments", "Powers", "Arbitration", "Positions", "Entire Agreements", "Definitions", "Costs", "Death", "Subsidiaries", "Disclosures", "Withholdings", "Closings", "Tax Withholdings", "Books", "Expenses", "Effectiveness", "Capitalization", "Integration", "Solvency", "Organizations", "Benefits", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when sent electronically or personally delivered, when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid, or when delivered by a private courier service such as UPS, DHL or Federal Express that has tracking capability. In the case of Executive, notices will be sent to the e-mail address or addressed to Executive at the home address, in either case which Executive most recently communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail address of the Chief Executive Officer and the General Counsel and mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its Chief Executive Officer and General Counsel.", "references": ["Titles", "Employment", "Transactions With Affiliates", "Publicity", "Entire Agreements", "Compliance With Laws", "Applicable Laws", "Sales", "Use Of Proceeds", "Consents", "Withholdings", "Anti-Corruption Laws", "Interpretations", "Severability", "Change In Control", "Non-Disparagement", "Approvals", "Fees", "Benefits", "Remedies", "Terminations", "Powers", "Survival", "Enforcements", "Successors", "Financial Statements", "Intellectual Property", "Miscellaneous", "Amendments", "Sanctions", "General"], "gold": ["General"]}
+{"input": "This Agreement embodies the entire agreement of the parties with respect to the Executive\u2019s employment, compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect.\u00a0 This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.", "references": ["Sales", "Change In Control", "Waivers", "Binding Effects", "Interests", "Participations", "Severability", "Consent To Jurisdiction", "No Waivers", "Anti-Corruption Laws", "Powers", "Indemnifications", "Books", "Assignments", "Amendments", "Authorizations", "Expenses", "Disclosures", "Intellectual Property", "Agreements", "Liens", "Headings", "Litigations", "Solvency", "Duties", "Warranties", "Venues", "Survival", "General", "Cooperation", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), a Defaulting Lender or the Company or any of the Company\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Company, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.", "references": ["Releases", "Arbitration", "Organizations", "Defined Terms", "Solvency", "Effectiveness", "Sales", "Counterparts", "Intellectual Property", "Modifications", "Headings", "Agreements", "Taxes", "Closings", "Consents", "Costs", "Brokers", "Venues", "Authority", "Vacations", "Entire Agreements", "Remedies", "Consent To Jurisdiction", "Indemnity", "Withholdings", "Erisa", "Jurisdictions", "Applicable Laws", "Successors", "Assigns", "Participations"], "gold": ["Participations"]}
+{"input": "The Company may terminate this Agreement and Employee\u2019s employment, upon written notice to the Employee delivered in accordance with Sections\u00a05.5 and 12.1 hereof, upon the Disability of the Employee.", "references": ["Agreements", "Participations", "Severability", "Representations", "Specific Performance", "Entire Agreements", "Interests", "Arbitration", "Enforcements", "Forfeitures", "Vesting", "Successors", "Organizations", "No Conflicts", "Positions", "Definitions", "Sanctions", "Consents", "Submission To Jurisdiction", "Erisa", "General", "Warranties", "Counterparts", "Books", "Duties", "Amendments", "Change In Control", "Applicable Laws", "Capitalization", "Payments", "Disability"], "gold": ["Disability"]}
+{"input": "This Agreement contains the entire understanding of the parties and cannot be altered or amended except by an amendment duly executed by all parties hereto. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and personal representatives of the parties.", "references": ["Vacations", "Vesting", "Jurisdictions", "Venues", "Interests", "Records", "General", "Warranties", "Capitalization", "Terms", "Liens", "Financial Statements", "Litigations", "Approvals", "Titles", "Disability", "Amendments", "Defined Terms", "Sanctions", "Survival", "Employment", "Expenses", "Books", "Assigns", "Effective Dates", "Qualifications", "Payments", "Waivers", "Remedies", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The intent of this Section\u00a010.12 is that the Partnership should make the Paying Group Member whole, without more, by reimbursing the Paying Group Member only to the extent of the Partnership\u2019s Separate Return Tax, except if an Excess Combined Return Tax is paid, and then to the extent of the additional Excess Combined Return Tax, as determined by the General Partner, pursuant to Section\u00a010.8 . Any ambiguity in the interpretation hereof shall be resolved, with a view to effectuating such intent, in favor of the Paying Group Member.", "references": ["Assigns", "Applicable Laws", "Waiver Of Jury Trials", "Taxes", "Anti-Corruption Laws", "Consent To Jurisdiction", "Consents", "Disability", "Confidentiality", "Arbitration", "Vesting", "Use Of Proceeds", "Indemnity", "Subsidiaries", "Entire Agreements", "No Waivers", "Payments", "Intellectual Property", "Agreements", "Releases", "Miscellaneous", "Assignments", "Fees", "Powers", "Venues", "Capitalization", "Specific Performance", "Erisa", "Litigations", "Titles", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Whether or not the transactions contemplated hereby are consummated, the Lenders agree, severally but not jointly and subject to the provisions of Section 11.06(h) , to indemnify the Agent and the Collateral Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitments (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans of the Lenders), from and against any and all Indemnified Liabilities which may at any time (including without limitation at any time following payment in full of the Obligations) be imposed on, incurred by or asserted against the Agent or the Collateral Agent in each of their respective capacities as such in any way relating to or arising out of this Agreement or the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent or Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment to the Agent or Collateral Agent of any portion of such Indemnified Liabilities resulting from such Person\u2019s gross negligence or willful misconduct; provided , however , that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. If any indemnity furnished to the Agent or Collateral Agent for any purpose shall, in the opinion of the Agent or Collateral Agent, as the case may be, be insufficient or become impaired, each of the Agent or Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. Without limitation of the foregoing, each Lender shall reimburse each of the Agent and Collateral Agent upon demand for its ratable share of any costs or out\u2011of\u2011pocket expenses (including fees and disbursements of counsel) incurred by each of the Agent and Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent or Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrower. The agreements in this Section\u00a0shall survive the payment of the Obligations and all other obligations and amounts payable hereunder and under the other Loan Documents.", "references": ["Severability", "Notices", "Fees", "Arbitration", "Releases", "Litigations", "Warranties", "Capitalization", "Qualifications", "Non-Disparagement", "Compliance With Laws", "Adjustments", "Transactions With Affiliates", "Consents", "Benefits", "Applicable Laws", "Titles", "Change In Control", "Payments", "Agreements", "Approvals", "Closings", "Duties", "Submission To Jurisdiction", "Jurisdictions", "Brokers", "Disability", "No Waivers", "Financial Statements", "Waiver Of Jury Trials", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Receivables (and all original documents relating thereto) at the address of the Seller set forth in Section\u00a07.02 of the Agreement or, upon 30 days\u2019 prior written notice to the Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent to protect and perfect the interest in the Collateral have been taken and completed. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).", "references": ["Specific Performance", "Terminations", "Use Of Proceeds", "Authorizations", "Books", "Assigns", "Positions", "Organizations", "Publicity", "Severability", "Entire Agreements", "Indemnity", "Counterparts", "Payments", "Further Assurances", "Costs", "Participations", "Sales", "Confidentiality", "Headings", "Consents", "Closings", "Tax Withholdings", "Fees", "Integration", "Change In Control", "Interests", "Enforcements", "Vesting", "Cooperation", "Records"], "gold": ["Records"]}
+{"input": "To the extent not preempted by the laws of the United States, the laws of the State of Illinois shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws. The jurisdiction and venue for any disputes arising under, or any action brought to enforce, or otherwise relating to, this Agreement shall be exclusively in the courts in the State of Illinois, Cook County, including the Federal Courts located therein (should Federal jurisdiction exist).", "references": ["Litigations", "Further Assurances", "Costs", "Interests", "Powers", "Modifications", "Intellectual Property", "Miscellaneous", "Subsidiaries", "Terms", "Adjustments", "Governing Laws", "Authority", "Titles", "Remedies", "Arbitration", "Venues", "Books", "Publicity", "Releases", "Expenses", "Organizations", "Fees", "Disability", "Severability", "Terminations", "Brokers", "Indemnifications", "Effectiveness", "Waiver Of Jury Trials", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The Borrower shall have delivered to the Administrative Agent the notice of borrowing for the extension of credit in accordance with this Agreement.", "references": ["Powers", "Sanctions", "Specific Performance", "Disclosures", "No Waivers", "Forfeitures", "Subsidiaries", "Amendments", "Titles", "Books", "Change In Control", "Payments", "Liens", "Arbitration", "Counterparts", "Insurances", "Submission To Jurisdiction", "Authorizations", "Adjustments", "Modifications", "Vesting", "General", "Fees", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Records", "Entire Agreements", "Effectiveness", "No Defaults", "Interests", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall become effective when it shall have been executed by the Borrower and each Agent and the Paying Agent shall have been notified by each Initial Lender Party that such Initial Lender Party has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender Party and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender Parties.", "references": ["Use Of Proceeds", "Solvency", "Sales", "Remedies", "Modifications", "Authorizations", "Successors", "Defined Terms", "Transactions With Affiliates", "Withholdings", "Assigns", "Books", "Intellectual Property", "Anti-Corruption Laws", "Specific Performance", "Further Assurances", "Powers", "Amendments", "General", "No Conflicts", "Releases", "Existence", "Employment", "Entire Agreements", "Enforceability", "Notices", "Warranties", "Forfeitures", "Subsidiaries", "Severability", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect and be enforceable. The Parties agree to negotiate in good faith an enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent of such provision.", "references": ["Anti-Corruption Laws", "Expenses", "General", "Effectiveness", "Solvency", "Notices", "Sales", "Warranties", "Powers", "Waivers", "Interpretations", "Death", "Vesting", "Modifications", "Waiver Of Jury Trials", "Publicity", "Sanctions", "Construction", "Miscellaneous", "Further Assurances", "Successors", "Compliance With Laws", "Insurances", "Organizations", "Assignments", "Closings", "Remedies", "Specific Performance", "Disability", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall be effective only upon the Company returning a fully-executed copy of this Agreement to the Holder.", "references": ["Indemnity", "Transactions With Affiliates", "Insurances", "Authority", "Withholdings", "Liens", "Vesting", "Authorizations", "Defined Terms", "Miscellaneous", "Representations", "Warranties", "Headings", "Disclosures", "Anti-Corruption Laws", "Records", "Solvency", "Terminations", "Construction", "Assignments", "Confidentiality", "Consent To Jurisdiction", "Organizations", "Change In Control", "Sales", "Releases", "Cooperation", "No Defaults", "Expenses", "Publicity", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "All of the direct and indirect subsidiaries of the Company are as disclosed in the SEC Reports. Except as set forth in the SEC Reports, the Company owns, directly or indirectly, a majority of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than Permitted Liens, subject to restrictions under applicable laws, 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.", "references": ["Taxes", "Confidentiality", "Remedies", "Payments", "Effectiveness", "Terminations", "Costs", "Intellectual Property", "Venues", "Further Assurances", "Construction", "Qualifications", "Base Salary", "Miscellaneous", "Submission To Jurisdiction", "Duties", "Representations", "Solvency", "Publicity", "Defined Terms", "Successors", "Definitions", "Compliance With Laws", "Severability", "Sanctions", "Authority", "Enforcements", "Tax Withholdings", "Waiver Of Jury Trials", "No Waivers", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.", "references": ["No Defaults", "Anti-Corruption Laws", "Disclosures", "Construction", "Integration", "Use Of Proceeds", "Existence", "Governing Laws", "Applicable Laws", "Releases", "Benefits", "Interpretations", "Arbitration", "Capitalization", "Payments", "Specific Performance", "Authority", "Terms", "Solvency", "Costs", "Vesting", "Assignments", "Death", "Expenses", "Cooperation", "Litigations", "Modifications", "Successors", "Authorizations", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile, scanned, and electronic signatures shall be treated as originals.", "references": ["Defined Terms", "Litigations", "Sales", "Expenses", "Warranties", "Liens", "Payments", "Insurances", "Venues", "Capitalization", "Effectiveness", "Amendments", "Construction", "Anti-Corruption Laws", "Modifications", "Survival", "Records", "Books", "Waivers", "Fees", "Notices", "Employment", "Interpretations", "Closings", "Indemnity", "Governing Laws", "Existence", "Positions", "Participations", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "In partial consideration for the Lender agreeing to make the Loan, each of Borrower, Frija and their respective affiliates specifically releases, waives, and forever discharges the Lender, its successors in interest, its past, present and future assigns, officers, directors, subsidiaries, affiliates and insurers, from any and all past claims, demands, actions, liabilities and causes of actions, of every kind and character, whether asserted or unasserted, whether known or unknown, suspected or unsuspected, in law or in equity, for or by reason of any matter, cause or thing whatsoever, arising out of the claims related to a breach by the Lender of Section 10(H) of that certain Asset Purchase Agreement (the \u201cAPA\u201d) dated as of July 29, 2016 by and among the Borrower, Kevin Frija and the Lender, including any claims related to the Lender\u2019s Exclusive Distribution Agreement, dated August 13, 2018, with MJ Holdings Inc\u00a0. In addition, the parties acknowledge and agree that the Section 10(H) of the APA shall be terminated and shall be of no further effect.", "references": ["Cooperation", "Positions", "Jurisdictions", "Anti-Corruption Laws", "No Waivers", "Assigns", "Qualifications", "Costs", "Disclosures", "Assignments", "No Conflicts", "Representations", "Vacations", "Confidentiality", "Interpretations", "Survival", "Duties", "Records", "Applicable Laws", "Titles", "Effectiveness", "Change In Control", "Closings", "Liens", "Benefits", "Death", "Specific Performance", "Taxes", "Interests", "Powers", "Releases"], "gold": ["Releases"]}
+{"input": "All notices and other communications provided for herein shall be in writing and shall be delivered by hand or sent by certified or registered mail, return receipt requested, postage prepaid, addressed, if to the Participant, to the Participant\u2019s attention at the mailing address set forth on the signature page of this Agreement (or to such other address as the Participant shall have specified to the Company in writing) and, if to the Company, to the Company\u2019s office at 2366\u00a0Bernville Road, Reading, Pennsylvania 19605, Attention: General Counsel (or to such other address as the Company shall have specified to the Participant in writing). All such notices shall be conclusively deemed to be received and shall be effective, if sent by hand delivery, upon receipt, or if sent by registered or certified mail, on the fifth day after the day on which such notice is mailed.", "references": ["Representations", "Transactions With Affiliates", "Authority", "Compliance With Laws", "Tax Withholdings", "Payments", "Cooperation", "Construction", "Closings", "Warranties", "Indemnifications", "Sales", "Subsidiaries", "Waiver Of Jury Trials", "Disability", "Fees", "Confidentiality", "Counterparts", "Titles", "Authorizations", "Further Assurances", "Positions", "Non-Disparagement", "Terms", "Approvals", "Assignments", "Costs", "Enforcements", "Intellectual Property", "Liens", "Notices"], "gold": ["Notices"]}
+{"input": "On and after the Effective Date, except for Liens permitted pursuant to Section\u00a05.09 hereof, (a)\u00a0there is and will be no UCC Financing Statement or similar notice of Lien outstanding covering any personal property of any Company; (b)\u00a0there is and will be no mortgage outstanding covering any real property of any Company; and (c)\u00a0no real or personal property of any Company is subject to any security interest or Lien of any kind. No Company has entered into any contract or agreement which exists on or after the Effective Date that would prohibit Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of any Company; except for a contract or agreement so prohibiting the Administrative Agent or the Lenders to the extent such prohibition (i)\u00a0is required by a contract or agreement with a Governmental Authority, (ii)\u00a0requires a consent not obtained of any Governmental Authority, or (iii)\u00a0constitutes a breach or default under, or results in the termination of, or requires any consent not obtained under, any such contract or agreement (except to the extent the term in such contract or agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law).", "references": ["Subsidiaries", "Financial Statements", "Indemnifications", "Consents", "Waivers", "Effective Dates", "Expenses", "Base Salary", "Assignments", "Specific Performance", "General", "Defined Terms", "Representations", "Positions", "Titles", "Construction", "Erisa", "Amendments", "Jurisdictions", "Powers", "Capitalization", "No Defaults", "Arbitration", "Severability", "Terms", "No Conflicts", "Fees", "Integration", "Use Of Proceeds", "Participations", "Liens"], "gold": ["Liens"]}
+{"input": "No failure or delay on the part of any party to this Agreement in exercising any right or remedy under, or pursuant to, this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy or power preclude other or further exercise thereof, or the exercise of any other right, remedy or power. The remedies in this Agreement are cumulative and are not exclusive of any remedies provided by law.", "references": ["Capitalization", "Positions", "Assigns", "Specific Performance", "Modifications", "Intellectual Property", "Binding Effects", "Solvency", "Records", "Effective Dates", "Warranties", "Interests", "Authorizations", "Litigations", "Successors", "Forfeitures", "Sales", "Disability", "Use Of Proceeds", "Anti-Corruption Laws", "Consents", "Change In Control", "Benefits", "Transactions With Affiliates", "No Defaults", "Notices", "Consent To Jurisdiction", "Indemnifications", "Miscellaneous", "General", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "If such Debtor shall (i)\u00a0obtain rights to any new patentable inventions, any registered Copyrights or any Patents or Trademarks, or (ii)\u00a0become entitled to the benefit of any registered Copyrights or any Patents or any registered Trademarks or unregistered Trademarks material to the operations of the business of such Debtor or any improvement on any Patent, the provisions of this Agreement above shall automatically apply thereto and such Debtor shall give to Secured Party prompt written notice thereof.\u00a0 Each Debtor hereby authorizes Secured Party to modify this Agreement by amending Schedules III,\u00a0IV and V , as applicable, to include any such registered Copyrights or any such Patents and Trademarks.\u00a0 Each Debtor shall have the duty (i)\u00a0to prosecute diligently any patent, trademark, or service mark applications pending as of the date hereof or hereafter, (ii)\u00a0to preserve and maintain all rights in the Copyrights, Patents and Trademarks, to the extent material to the operations of the business of such Debtor and (iii)\u00a0to ensure that the Copyrights, Patents and Trademarks are and remain enforceable, to the extent material to the operations of the business of such Debtor.\u00a0 Any expenses incurred in connection with such Debtor\u2019s obligations under this Section\u00a04.1(f)\u00a0shall be borne by such Debtor.\u00a0 Except for any such items that a Debtor reasonably believes (using prudent industry customs and practices) are no longer necessary for the on-going operations of its business, no Debtor shall abandon any material right to file a patent, trademark or service mark application, or abandon any pending patent, trademark or service mark application or any other Copyright, Patent or Trademark without the prior written consent of Secured Party, which consent shall not be unreasonably withheld.", "references": ["Benefits", "Non-Disparagement", "Sanctions", "Authorizations", "Taxes", "Litigations", "Use Of Proceeds", "Consents", "Powers", "Venues", "Employment", "No Defaults", "Effective Dates", "Interests", "Confidentiality", "Participations", "Fees", "Organizations", "Financial Statements", "No Conflicts", "Construction", "Change In Control", "Agreements", "Liens", "Cooperation", "Subsidiaries", "Brokers", "Releases", "Authority", "Duties", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules.", "references": ["Compliance With Laws", "No Waivers", "Effective Dates", "Liens", "Sales", "No Defaults", "Integration", "Insurances", "Titles", "Venues", "Subsidiaries", "Brokers", "Effectiveness", "Governing Laws", "Fees", "Consent To Jurisdiction", "Arbitration", "Indemnifications", "Terms", "Survival", "Construction", "Erisa", "Indemnity", "Existence", "Enforcements", "Cooperation", "Remedies", "Assignments", "Positions", "Further Assurances", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The Plan shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware.", "references": ["No Waivers", "Disclosures", "Miscellaneous", "Releases", "Sanctions", "Titles", "Cooperation", "General", "Arbitration", "No Conflicts", "Subsidiaries", "Death", "Costs", "Powers", "Definitions", "Approvals", "Interests", "Publicity", "Duties", "Waiver Of Jury Trials", "Positions", "Assigns", "Counterparts", "Applicable Laws", "Integration", "Qualifications", "Venues", "Organizations", "Indemnifications", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company's stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company's employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act and as set forth on Schedule 3.1(g) .\u00a0 No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.\u00a0 Except as a result of the purchase and sale of the Shares and as set forth on Schedule 3.1(g) , there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary.\u00a0 The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \"phantom stock\" plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.\u00a0 No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares.\u00a0 There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.", "references": ["Participations", "Indemnifications", "Insurances", "Adjustments", "Defined Terms", "Warranties", "Base Salary", "Vesting", "Brokers", "Modifications", "Waiver Of Jury Trials", "Qualifications", "Use Of Proceeds", "Taxes", "No Defaults", "Definitions", "General", "Entire Agreements", "Enforceability", "Amendments", "Subsidiaries", "Assigns", "Miscellaneous", "Governing Laws", "Releases", "Jurisdictions", "Closings", "Compliance With Laws", "Terms", "Solvency", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The Company shall use the net proceeds from the sale of the Preferred Shares hereunder for working capital purposes and shall not use such proceeds: (a)\u00a0for the redemption of any Common Stock or Common Stock Equivalents, (b)\u00a0for the settlement of any outstanding litigation or (c)\u00a0in violation of FCPA or regulations of the Office of Foreign Assets Control of the U.S. Treasury Department.", "references": ["No Conflicts", "Headings", "Interests", "Assigns", "Publicity", "Taxes", "Qualifications", "Enforceability", "Terms", "Duties", "Authority", "Modifications", "Employment", "Litigations", "Capitalization", "Waiver Of Jury Trials", "Intellectual Property", "Jurisdictions", "Consent To Jurisdiction", "Terminations", "Interpretations", "Severability", "Tax Withholdings", "Releases", "Counterparts", "Forfeitures", "Successors", "Approvals", "Vesting", "Erisa", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a)\u00a0(i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been set aside and maintained by the Loan Parties in accordance with GAAP; and (ii)\u00a0such contest effectively suspends enforcement of the contested Laws; or (b)\u00a0the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.", "references": ["Use Of Proceeds", "Solvency", "Change In Control", "Benefits", "Powers", "Sanctions", "Enforceability", "Positions", "Successors", "Construction", "Authorizations", "Non-Disparagement", "Terminations", "Expenses", "Submission To Jurisdiction", "Warranties", "Interests", "Defined Terms", "Base Salary", "Costs", "Existence", "Interpretations", "Consent To Jurisdiction", "Financial Statements", "Waivers", "Terms", "Tax Withholdings", "Severability", "Payments", "Titles", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement, the Business Combination Agreement and the other Ancillary Documents contain the entire agreement between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and its Affiliates, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Business Combination Agreement and any other written agreement between the Subject Party or its Affiliate and any of the Covered Parties. Nothing in the Business Combination Agreement will limit any of the obligations, liabilities, rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Business Combination Agreement or any other agreement between the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject Party or its Affiliate and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms will control as to the Subject Party or its Affiliate, as applicable.", "references": ["Employment", "Warranties", "Headings", "Death", "Titles", "Liens", "Survival", "Terms", "Entire Agreements", "Fees", "Enforcements", "Effectiveness", "Amendments", "Adjustments", "Transactions With Affiliates", "Disability", "Use Of Proceeds", "Successors", "Releases", "Disclosures", "Non-Disparagement", "Expenses", "Assignments", "Closings", "Insurances", "Applicable Laws", "Cooperation", "Submission To Jurisdiction", "Indemnity", "Powers", "Integration"], "gold": ["Integration"]}
+{"input": "This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt by facsimile machine or in \u201c.pdf\u201d format through electronic mail of any executed signature page to this Agreement shall constitute effective delivery of such signature page and shall be treated in all manner and respects and for all purposes as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.", "references": ["Publicity", "Applicable Laws", "Assigns", "Terms", "Warranties", "Agreements", "Integration", "Indemnifications", "Anti-Corruption Laws", "Sales", "Books", "Liens", "Assignments", "Entire Agreements", "Payments", "Existence", "Enforceability", "Brokers", "Modifications", "Waiver Of Jury Trials", "Defined Terms", "Benefits", "Enforcements", "Duties", "Amendments", "Notices", "Venues", "Successors", "Severability", "Records", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Parties acknowledge that their respective legal counsel have reviewed this Agreement and that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Agreement. The headings used herein are for reference and convenience only, and shall not be used in the interpretation of this Agreement.", "references": ["Binding Effects", "Tax Withholdings", "Authority", "Erisa", "Modifications", "Consent To Jurisdiction", "Defined Terms", "Waivers", "Waiver Of Jury Trials", "Terminations", "Financial Statements", "Powers", "Capitalization", "Further Assurances", "Assignments", "Entire Agreements", "Solvency", "Confidentiality", "Anti-Corruption Laws", "Taxes", "Notices", "Remedies", "Transactions With Affiliates", "Approvals", "No Defaults", "Venues", "Liens", "Participations", "Intellectual Property", "Compliance With Laws", "Construction"], "gold": ["Construction"]}
+{"input": "Those certain registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers required to be made, filed, given or obtained with, to or from Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement which are set forth on Schedule 7.2 , shall have been made, filed, given or obtained.", "references": ["Costs", "Jurisdictions", "Sanctions", "Employment", "Survival", "Definitions", "Powers", "Solvency", "No Conflicts", "Books", "Death", "Warranties", "Titles", "Brokers", "Entire Agreements", "Amendments", "Expenses", "Governing Laws", "Organizations", "Counterparts", "Financial Statements", "Interpretations", "Terminations", "Approvals", "Venues", "Taxes", "Duties", "Disability", "Representations", "No Defaults", "Consents"], "gold": ["Consents"]}
+{"input": "The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of; this Agreement.", "references": ["Positions", "Capitalization", "Closings", "Expenses", "Indemnifications", "No Defaults", "Titles", "Governing Laws", "Non-Disparagement", "Successors", "Confidentiality", "Waivers", "Releases", "Tax Withholdings", "Applicable Laws", "Liens", "Erisa", "Fees", "Representations", "Consent To Jurisdiction", "Intellectual Property", "Further Assurances", "Brokers", "Cooperation", "Forfeitures", "Vesting", "Change In Control", "Jurisdictions", "Solvency", "Duties", "Headings"], "gold": ["Headings"]}
+{"input": "Other than the Placement Agents with respect to the Company, no Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser.", "references": ["Severability", "Insurances", "Submission To Jurisdiction", "Indemnity", "Counterparts", "Terminations", "No Waivers", "Compliance With Laws", "Consents", "Sanctions", "Assignments", "Litigations", "Forfeitures", "Waivers", "Definitions", "Authorizations", "Transactions With Affiliates", "Sales", "Representations", "Cooperation", "Defined Terms", "Governing Laws", "Solvency", "Terms", "Releases", "Enforceability", "Entire Agreements", "Withholdings", "Payments", "Powers", "Brokers"], "gold": ["Brokers"]}
+{"input": "Except for those with respect to which the failure to own or license could not reasonably be expected to have a Material Adverse Effect, each Obligor owns or has the right to use all patents, trademarks, permits, service marks, trade names, copyrights, franchises, formulas, licenses and other rights with respect thereto, and have obtained assignment of all licenses and other rights of whatsoever nature, that are material to its business as currently contemplated without any conflict with the rights of others.", "references": ["Solvency", "Payments", "Releases", "Litigations", "Defined Terms", "Modifications", "Authority", "Arbitration", "Powers", "Authorizations", "Fees", "Existence", "Consent To Jurisdiction", "Disability", "No Waivers", "Definitions", "Counterparts", "Compliance With Laws", "Sanctions", "General", "Capitalization", "Cooperation", "Use Of Proceeds", "Confidentiality", "Base Salary", "Terms", "Remedies", "Assigns", "Specific Performance", "Publicity", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Executive agrees that, as a condition to receiving the payments and benefits set forth in Section 5.5 or Section 10.1, as applicable, Executive will execute a release of claims substantially in the form of the release attached hereto as Exhibit A . Within five business days of the date of Executive\u2019s termination of employment, the Corporation shall deliver to Executive the release for Executive to execute. Executive will forfeit all rights to the payments and benefits set forth in Section 5.5 or Section 10.1, as applicable, unless, within sixty (60) days of delivery of the release by the Corporation to Executive, Executive executes and delivers the release to the Corporation and such release has become irrevocable by virtue of the expiration of the revocation period without the release having been revoked (the first such date, the \u201cRelease Effective Date\u201d). In the event that the Release Effective Date could occur in one of two taxable years of Executive, the Release Effective Date shall be deemed to occur on the earliest date in the later such taxable year as otherwise would apply hereunder. The Corporation shall have no obligation to provide the payments and benefits set forth in Section 5.5 or Section 10.1, as applicable, prior to the Release Effective Date.", "references": ["Confidentiality", "Transactions With Affiliates", "Enforceability", "Non-Disparagement", "Further Assurances", "Insurances", "Enforcements", "Records", "Indemnifications", "Anti-Corruption Laws", "Sales", "Taxes", "Sanctions", "Entire Agreements", "Waivers", "Warranties", "Liens", "Capitalization", "Closings", "Use Of Proceeds", "Change In Control", "Titles", "No Conflicts", "Authorizations", "General", "Books", "Existence", "Death", "Waiver Of Jury Trials", "Cooperation", "Releases"], "gold": ["Releases"]}
+{"input": "As a condition to receipt of the benefits set forth in Section 2 herein, for a period of two (2) years following the Separation Date, Executive agrees to make himself available to cooperate reasonably and in good faith with the Company Entities in all matters related to Executive\u2019s service to the Company Entities, including, without limitation, in connection with any litigation or other legal proceedings (provided Executive and the Company Entities are not adverse parties or otherwise have a conflict of interest in regards to such litigation or legal proceeding). The Company agrees that, in requesting and scheduling any cooperation hereunder, that it shall use its reasonable efforts to accommodate and not interfere with Executive\u2019s other professional and personal scheduling demands and obligations (including in connection with any employment Executive may have). The Company further agrees that it will compensate Executive at an agreed-upon reasonable hourly rate for such cooperation, and reimburse (or pay directly on Executive\u2019s behalf) for any reasonable out-of-pocket expenses incurred by Executive, at the direction of the Company Entities, in connection with providing such cooperation, but Executive will not be entitled to additional compensation for such cooperation unless agreed upon in writing with the Company.", "references": ["Interpretations", "Publicity", "Headings", "General", "Qualifications", "Payments", "Vesting", "Amendments", "Indemnity", "Titles", "Closings", "Financial Statements", "Withholdings", "Intellectual Property", "Tax Withholdings", "Effectiveness", "Capitalization", "Severability", "Specific Performance", "Entire Agreements", "Authorizations", "Miscellaneous", "Disability", "No Defaults", "Non-Disparagement", "Compliance With Laws", "Assigns", "Consents", "Solvency", "Consent To Jurisdiction", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The term of the Lease is hereby extended for a period of three (3)\u00a0years commencing December\u00a01, 2012 and ending November\u00a030, 2015 (\u201cExtension Period\u201d).", "references": ["Liens", "Sales", "Binding Effects", "Solvency", "Confidentiality", "Authority", "Waiver Of Jury Trials", "Qualifications", "Transactions With Affiliates", "Interests", "Severability", "Records", "Governing Laws", "Notices", "Existence", "Enforcements", "Employment", "Consents", "Tax Withholdings", "Organizations", "Applicable Laws", "Vesting", "Effective Dates", "Intellectual Property", "Adjustments", "Vacations", "Litigations", "Jurisdictions", "Terminations", "Non-Disparagement", "Terms"], "gold": ["Terms"]}
+{"input": "For purposes of this Section\u00a02.16 , the term \"Lender\" includes any Issuing Bank and the term \"applicable law\" includes FATCA.", "references": ["Integration", "Titles", "Applicable Laws", "Entire Agreements", "Expenses", "Qualifications", "Records", "Consents", "Remedies", "Cooperation", "Erisa", "Definitions", "No Conflicts", "Payments", "Capitalization", "Liens", "Specific Performance", "Fees", "No Defaults", "Consent To Jurisdiction", "Organizations", "Releases", "Disability", "Disclosures", "Compliance With Laws", "Successors", "Effectiveness", "Enforceability", "Tax Withholdings", "Binding Effects", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "All approvals required under any Laws by the Company to carry out the Merger shall have been obtained, and the Company shall have complied in all material respects with all Laws applicable to the Company with respect to the Transactions.", "references": ["Definitions", "Arbitration", "Base Salary", "Intellectual Property", "Assigns", "No Conflicts", "No Defaults", "Participations", "Interpretations", "Confidentiality", "Authority", "General", "Payments", "Organizations", "No Waivers", "Governing Laws", "Waiver Of Jury Trials", "Miscellaneous", "Insurances", "Taxes", "Warranties", "Defined Terms", "Sanctions", "Integration", "Change In Control", "Liens", "Amendments", "Subsidiaries", "Adjustments", "Successors", "Approvals"], "gold": ["Approvals"]}
+{"input": "Company will maintain, and will cause its Affiliates and Sublicensees to maintain, complete and accurate books, records and related background information to verify Sales, Net Sales, and all royalties, fees, and other payments due or paid under this Agreement, as well as the various computations reported under Section 5.1. Company will maintain the records for each Quarter for at least four years after submission of the applicable report required under Section 5.1.", "references": ["Litigations", "Assignments", "Existence", "Participations", "Brokers", "Costs", "Interpretations", "Taxes", "Terminations", "Books", "Withholdings", "Miscellaneous", "No Conflicts", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Positions", "Interests", "Sanctions", "Further Assurances", "Disclosures", "Use Of Proceeds", "Subsidiaries", "Vesting", "Counterparts", "Terms", "Indemnity", "Modifications", "Solvency", "Binding Effects", "Expenses", "Records"], "gold": ["Records"]}
+{"input": "If any term of provision of this Agreement is determined to be illegal, unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable or invalid provisions or party thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section 10.9, then such stricken provision shall be replaced, to extent possible, with a legal, enforceable and valid provision that is as similar in tenor to the stricken provision as is legally possible.", "references": ["Liens", "Construction", "Indemnity", "Notices", "Employment", "Positions", "Indemnifications", "Integration", "Existence", "Vacations", "Entire Agreements", "Anti-Corruption Laws", "Death", "Consent To Jurisdiction", "Waivers", "Assigns", "Jurisdictions", "Interests", "Amendments", "Sales", "Representations", "Survival", "Terminations", "Publicity", "Assignments", "Intellectual Property", "Tax Withholdings", "Insurances", "Applicable Laws", "No Defaults", "Severability"], "gold": ["Severability"]}
+{"input": "This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York and without regard to its choice of law principles. Any action or proceeding arising out of or relating to this Amendment shall be brought in the courts of the State of New York located in the County of New York or in the United States District Court for the Southern District of New York (if any Party to such action or proceeding has or can acquire jurisdiction), and each of the Parties hereto or thereto irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any such court and agrees not to bring any action or proceeding arising out of or relating to this Amendment in any other court. The Parties to this Amendment agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the Parties hereto and thereto irrevocably to waive any objections to venue or to convenience of forum. Process in any action or proceeding referred to in the second sentence of this paragraph may be served on any Party to this Amendment anywhere in the world.", "references": ["Severability", "Solvency", "Sanctions", "Confidentiality", "Vacations", "Effectiveness", "Enforcements", "Compliance With Laws", "Transactions With Affiliates", "Applicable Laws", "Death", "Duties", "Binding Effects", "Payments", "Powers", "Positions", "Costs", "Amendments", "Headings", "Employment", "Books", "Waivers", "Survival", "Base Salary", "Effective Dates", "Agreements", "Remedies", "Cooperation", "Disclosures", "General", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Participant shall not, without the prior written consent of the Employer Group, use or disclose, or negligently permit any unauthorized person to use, disclose, or gain access to, any Confidential Information, except in connection with any dispute that arises between the Employer Group and the Participant, in which case such disclosure may be made to the extent necessary to the Participant\u2019s personal legal advisers and to courts having jurisdiction over such matters.", "references": ["Sales", "Consents", "Submission To Jurisdiction", "Releases", "Amendments", "Cooperation", "Solvency", "Specific Performance", "Publicity", "Forfeitures", "Waivers", "Positions", "No Defaults", "Non-Disparagement", "Consent To Jurisdiction", "Counterparts", "Interpretations", "Erisa", "Payments", "Headings", "Change In Control", "Modifications", "Organizations", "Participations", "Brokers", "Vacations", "Applicable Laws", "Fees", "Assigns", "Terms", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "During the Employment Period, the Employee shall serve as Executive Vice President of the Company and shall report to the Chief Executive Officer of the Company (the \u201c CEO \u201d). The Employee shall, subject to the direction and supervision of the CEO, have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such position and shall have such other powers and duties (including holding officer positions with the Company and one or more subsidiaries of the Company) as may from time to time be prescribed by the CEO consistent with the Employee\u2019s position as Executive Vice President. Employee also shall be appointed as a member to the Board of Directors of PetIQ, Inc.", "references": ["Applicable Laws", "Sales", "Enforcements", "Anti-Corruption Laws", "Tax Withholdings", "Successors", "No Defaults", "Authorizations", "Governing Laws", "Change In Control", "Subsidiaries", "Brokers", "Non-Disparagement", "General", "Powers", "Base Salary", "Solvency", "Consent To Jurisdiction", "Erisa", "Financial Statements", "Disclosures", "Disability", "Assigns", "Litigations", "No Waivers", "Authority", "Effective Dates", "Releases", "Vesting", "Liens", "Positions"], "gold": ["Positions"]}
+{"input": "This instrument contains the entire and only agreement between the Parties regarding the leasing of the Demised Premises and no oral statements or representations or prior written matter not contained in this instrument shall have any force and effect. This Lease may only be changed, modified or discharged by an agreement in writing executed by the Parties.", "references": ["Brokers", "Integration", "Assigns", "Interests", "Tax Withholdings", "Binding Effects", "Litigations", "General", "Adjustments", "Remedies", "Qualifications", "Representations", "Jurisdictions", "Assignments", "Notices", "Effective Dates", "Indemnifications", "Disability", "Non-Disparagement", "Fees", "Disclosures", "Erisa", "Financial Statements", "Organizations", "Anti-Corruption Laws", "Definitions", "Terms", "Compliance With Laws", "Sanctions", "Arbitration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each party\u2019s obligations under this Section \u00a03.5 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Headings", "Payments", "Terms", "Defined Terms", "Brokers", "Vacations", "No Waivers", "Forfeitures", "Approvals", "Cooperation", "Records", "Positions", "Base Salary", "Definitions", "Jurisdictions", "Interests", "Costs", "Sales", "Notices", "Change In Control", "Death", "Waiver Of Jury Trials", "Tax Withholdings", "Insurances", "Organizations", "Amendments", "Indemnifications", "Qualifications", "Sanctions", "Transactions With Affiliates", "Survival"], "gold": ["Survival"]}
+{"input": "If the Company receives notice pursuant to Section\u00a06(a) hereof of the commencement of a Proceeding that may be covered under D&O Insurance then in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.", "references": ["Effectiveness", "Arbitration", "Authority", "Miscellaneous", "Forfeitures", "Submission To Jurisdiction", "Agreements", "Liens", "Warranties", "Waivers", "Disability", "Consents", "Benefits", "Headings", "Closings", "General", "Notices", "Confidentiality", "Assignments", "Expenses", "Existence", "Counterparts", "Cooperation", "Capitalization", "Transactions With Affiliates", "Effective Dates", "Interpretations", "No Defaults", "Applicable Laws", "Sanctions", "Insurances"], "gold": ["Insurances"]}
+{"input": "Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.", "references": ["Intellectual Property", "Use Of Proceeds", "Assigns", "Entire Agreements", "No Conflicts", "Participations", "Integration", "Governing Laws", "Agreements", "Headings", "Costs", "Existence", "Applicable Laws", "Books", "Adjustments", "Construction", "Closings", "Liens", "No Waivers", "Qualifications", "Duties", "Employment", "Defined Terms", "Effective Dates", "Authority", "General", "Solvency", "Arbitration", "Venues", "Miscellaneous", "Severability"], "gold": ["Severability"]}
+{"input": "The Executive shall be employed by the Company during the Term (defined below) as its President and Chief Executive Officer.\u00a0\u00a0The Executive shall report directly to the Board of Directors of the Guarantor (the \u201c Board \u201d).", "references": ["Warranties", "Existence", "Specific Performance", "Counterparts", "Agreements", "Assignments", "Disability", "Organizations", "Publicity", "Further Assurances", "Consents", "Consent To Jurisdiction", "Benefits", "Waivers", "Enforcements", "Employment", "Indemnifications", "Enforceability", "Subsidiaries", "Duties", "Submission To Jurisdiction", "Integration", "Arbitration", "Change In Control", "Interpretations", "Jurisdictions", "Adjustments", "Compliance With Laws", "Applicable Laws", "General", "Positions"], "gold": ["Positions"]}
+{"input": "Unless (a) compelled to disclose by judicial or administrative process or by other requirements of Law, (b) disclosed in an action or proceeding brought by a Party in pursuit of its rights or in the exercise of its remedies hereunder, (c) disclosed to such Party\u2019s attorneys, accountants and representatives who agree to keep such information confidential or are bound by fiduciary or other existing obligations of confidentiality, each Party will hold, and will use its best efforts to cause its Affiliates and their respective representatives to hold, in strict confidence from any Person (other than any such Affiliate or representative), all documents and information concerning each other Party or any of its Affiliates furnished to it by such other Party or such other Party\u2019s representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been: (x) previously known by the Party receiving such documents or information, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving Party, or (z) later acquired by the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party to keep such documents and information confidential.", "references": ["Specific Performance", "Integration", "Consents", "Employment", "Entire Agreements", "Enforcements", "Interests", "Forfeitures", "Effective Dates", "Jurisdictions", "Duties", "Waivers", "Intellectual Property", "Participations", "No Defaults", "Financial Statements", "Transactions With Affiliates", "Agreements", "Disability", "Expenses", "Compliance With Laws", "Consent To Jurisdiction", "Tax Withholdings", "Assignments", "Waiver Of Jury Trials", "Enforceability", "Survival", "Litigations", "Terms", "Non-Disparagement", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The following provisions of this Agreement will survive the expiration or termination of this Agreement: Section 1.9 (End of ASO Development Candidate Identification Term); Section 1.10 (Carryover Development Candidates); ARTICLE 2 (Exclusivity Covenants) (solely to the extent set forth in Section 2.4 (Exclusivity Under Original Agreement)); Section 3.2 (Option and Option Deadline) (but only with respect to each Party\u2019s transfer obligations thereunder); Section 4.1.3 (Effect of Termination on Sublicenses); Section 4.2.2 (Grant Back to Ionis); Section 4.3 (Data Licenses); Section 4.4.3 (Enabling License to Biogen); Section 4.4.4 (Enabling License to Ionis); Section 4.5 (Licenses to Ionis for Biogen Results); Section 4.6 (Right to Obtain Direct License from Biogen to Ionis Partner; Sublicensees of Ionis); Section 4.7.2 (Priority Review Vouchers) (but not in the case where this Agreement is terminated under Section 10.2.2 , Section 10.2.4(a) or Section 10.2.5(a) ); Section 5.4 (Research and Manufacturing Records); Section 6.7 (Reverse Royalty Payments to Biogen for a Discontinued Product); Section 6.9.3 (Records Retention); Section 6.10 (Audits); Section 6.13 (Exclusion of Products under Original Agreement); Section 7.1.1 (Ionis Technology and Biogen Technology); Section 7.1.2 (Agreement Technology); Section 8.4 (Disclaimer); ARTICLE 9 (Indemnification; Insurance); Section 10.2.3(b) ; Section 10.2.7 (Termination for Insolvency); Section 10.4 (Consequences of Expiration or Termination of the Agreement) (except Section 10.4.5 (Remedies Available to Biogen after Ionis\u2019 Material Breach After Option Exercise)); ARTICLE 11 (Confidentiality); ARTICLE 12 (Miscellaneous) and Appendix 1 (Definitions) (to the extent definitions are embodied in the foregoing listed Articles and Sections).", "references": ["Releases", "Binding Effects", "Closings", "Jurisdictions", "Liens", "Insurances", "Qualifications", "Applicable Laws", "Submission To Jurisdiction", "Enforcements", "Integration", "Tax Withholdings", "Records", "No Conflicts", "Withholdings", "Expenses", "Vacations", "Consents", "Assigns", "Benefits", "Interests", "Miscellaneous", "Approvals", "Enforceability", "Base Salary", "Adjustments", "Indemnifications", "Authorizations", "Waivers", "Costs", "Survival"], "gold": ["Survival"]}
+{"input": "Section headings have been inserted for ease of reference only and shall not be used in the construction or interpretation of this Agreement.", "references": ["Jurisdictions", "Insurances", "Governing Laws", "Interests", "Powers", "Authorizations", "Miscellaneous", "Terminations", "Base Salary", "Construction", "Existence", "Sanctions", "Defined Terms", "Consent To Jurisdiction", "Taxes", "General", "Enforcements", "Participations", "Compliance With Laws", "No Defaults", "Disclosures", "Definitions", "Modifications", "Releases", "Fees", "Specific Performance", "Closings", "Records", "Non-Disparagement", "Indemnifications", "Headings"], "gold": ["Headings"]}
+{"input": "IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER ANY RIGHT TO TRIAL BY JURY.", "references": ["Jurisdictions", "Applicable Laws", "Disability", "Severability", "Enforceability", "Subsidiaries", "Change In Control", "Approvals", "Cooperation", "Authority", "Liens", "Authorizations", "Employment", "Capitalization", "Benefits", "Closings", "Powers", "Financial Statements", "No Waivers", "Miscellaneous", "Warranties", "Duties", "Definitions", "Assigns", "Erisa", "Vacations", "Amendments", "Agreements", "Entire Agreements", "No Defaults", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "During the Employment Period, the Executive shall be eligible to accrue and use paid vacation leave in accordance with and subject to the terms of the Company\u2019s written vacation policy for management employees, as in effect from time to time. The Executive shall be entitled to paid personal days on a basis consistent with the Company\u2019s other senior executives, as determined by the Board.", "references": ["Publicity", "Sales", "Anti-Corruption Laws", "Miscellaneous", "Compliance With Laws", "Arbitration", "Amendments", "Jurisdictions", "Sanctions", "Warranties", "Capitalization", "Disability", "Powers", "Vesting", "Releases", "Venues", "Binding Effects", "Representations", "Entire Agreements", "Use Of Proceeds", "Payments", "Enforceability", "Modifications", "Remedies", "Defined Terms", "Closings", "Transactions With Affiliates", "Assignments", "Brokers", "General", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Amendment constitutes the entire agreement between Borrower, Operating Lessee, Guarantor, Agent and Lender with respect to subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.", "references": ["Capitalization", "Terminations", "Authority", "Intellectual Property", "Approvals", "Qualifications", "Forfeitures", "Remedies", "Insurances", "Cooperation", "Vacations", "Indemnifications", "Successors", "Disability", "Venues", "Terms", "Governing Laws", "Disclosures", "Death", "Arbitration", "Applicable Laws", "Effective Dates", "Authorizations", "Assignments", "Sanctions", "Notices", "Further Assurances", "Enforcements", "Definitions", "Counterparts", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, consents, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Properties are located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section \u00a09.10 or any disposition permitted under Section \u00a09.11 .", "references": ["Fees", "Construction", "Authorizations", "Indemnifications", "Modifications", "Terminations", "Venues", "Applicable Laws", "General", "Liens", "Governing Laws", "Remedies", "Death", "Interpretations", "Intellectual Property", "Sanctions", "Further Assurances", "Financial Statements", "Publicity", "Notices", "Disability", "Qualifications", "Erisa", "Disclosures", "Sales", "Confidentiality", "Enforceability", "Tax Withholdings", "Taxes", "Interests", "Existence"], "gold": ["Existence"]}
+{"input": "Except as otherwise contemplated by this Agreement or the Distribution Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable terms; provided , however , that all indemnification for Taxes shall survive until ninety (90)\u00a0days following the expiration of the statute of limitations applicable to the underlying Tax (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided , further , that, if notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.", "references": ["Releases", "Subsidiaries", "Amendments", "Enforcements", "Positions", "Headings", "Representations", "Forfeitures", "Jurisdictions", "Assignments", "Specific Performance", "Costs", "Indemnity", "Assigns", "Base Salary", "Tax Withholdings", "Compliance With Laws", "Anti-Corruption Laws", "Miscellaneous", "Records", "Successors", "Use Of Proceeds", "Notices", "Defined Terms", "Further Assurances", "Binding Effects", "Authorizations", "Liens", "Vacations", "Solvency", "Survival"], "gold": ["Survival"]}
+{"input": "The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.\u00a0\u00a0From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.\u00a0\u00a0Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the applicable Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Successors", "Expenses", "Payments", "Assignments", "Qualifications", "Closings", "Interpretations", "Employment", "Sanctions", "Solvency", "Arbitration", "General", "No Defaults", "No Waivers", "Insurances", "Warranties", "Records", "Titles", "Benefits", "Confidentiality", "Headings", "Tax Withholdings", "Terminations", "Subsidiaries", "Integration", "Miscellaneous", "Agreements", "Applicable Laws", "Submission To Jurisdiction", "Representations", "Publicity"], "gold": ["Publicity"]}
+{"input": "The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30)\u00a0days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the \u201c Resignation Effective Date \u201d), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender or Disqualified Institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.", "references": ["Construction", "Qualifications", "Solvency", "Releases", "Governing Laws", "Entire Agreements", "Amendments", "Authority", "Vacations", "Survival", "No Waivers", "Compliance With Laws", "Duties", "Insurances", "Applicable Laws", "Successors", "Authorizations", "Brokers", "Tax Withholdings", "Sales", "Confidentiality", "Records", "Existence", "Indemnifications", "Disclosures", "Defined Terms", "Liens", "Enforceability", "Expenses", "Arbitration", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement represents the entire agreement and understanding between the Creditor and Company concerning the subject matter of this Agreement and supersedes and replaces any and all prior agreements and understandings, whether written or oral, concerning the subject matter of this Agreement.", "references": ["Indemnifications", "Defined Terms", "Enforcements", "Interests", "Intellectual Property", "Base Salary", "Specific Performance", "Withholdings", "Notices", "Governing Laws", "Positions", "Employment", "Benefits", "Fees", "Confidentiality", "Headings", "Representations", "Expenses", "No Defaults", "Disability", "Closings", "Anti-Corruption Laws", "Taxes", "Consent To Jurisdiction", "Miscellaneous", "General", "Binding Effects", "Duties", "Compliance With Laws", "Warranties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be terminated and the sale and purchase of the Preferred Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., Pacific time, on the Outside Date; provided, however , that the right to terminate this Agreement under this Section\u00a06.11 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Section\u00a06.11 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.", "references": ["Assignments", "Counterparts", "Severability", "Indemnity", "Costs", "Base Salary", "Brokers", "Vesting", "Confidentiality", "Insurances", "Withholdings", "Jurisdictions", "Arbitration", "Successors", "Duties", "Survival", "Effectiveness", "Definitions", "Binding Effects", "Construction", "Compliance With Laws", "Organizations", "Taxes", "Representations", "Anti-Corruption Laws", "Venues", "Modifications", "Assigns", "Payments", "Miscellaneous", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile transmissions or scanned document of any signed original document, or transmission of any signed facsimile document or scanned document, shall be the same as delivery of an executed original.", "references": ["Use Of Proceeds", "Intellectual Property", "Records", "Binding Effects", "Expenses", "Enforcements", "Withholdings", "Assignments", "Powers", "General", "Miscellaneous", "Disability", "Authorizations", "Waiver Of Jury Trials", "Brokers", "Costs", "Jurisdictions", "No Defaults", "Definitions", "Books", "Venues", "Adjustments", "Submission To Jurisdiction", "Consent To Jurisdiction", "Transactions With Affiliates", "Successors", "Terms", "Applicable Laws", "Capitalization", "Qualifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If all or any part of this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other portion of this Agreement. Any section or a part of a section declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of the section to the fullest extent possible while remaining lawful and valid.", "references": ["Waiver Of Jury Trials", "Entire Agreements", "Records", "Representations", "Costs", "Confidentiality", "Disclosures", "Amendments", "Adjustments", "Expenses", "Brokers", "Cooperation", "Closings", "Miscellaneous", "Compliance With Laws", "Change In Control", "Erisa", "Interpretations", "Notices", "Assigns", "Governing Laws", "Interests", "Taxes", "Definitions", "Successors", "Non-Disparagement", "Death", "Assignments", "Sanctions", "Terminations", "Severability"], "gold": ["Severability"]}
+{"input": "As an officer of the Company you, together with the executive management team, will act on behalf of the Company in managing Purple LLC\u2019s business and otherwise operating the Company. You will continue to be paid by Purple LLC and subject to the policies of Purple LLC, but with the additional responsibilities and duties and for the additional rights and privileges stated herein. During your employment with Purple LLC, you will devote your full business time, skill, attention, and best efforts to the performance of your duties, subject to customary carve-outs for charitable or religious activities and management of personal affairs that do not materially interfere with the performance of your duties to the Company. You will have such duties and authority as is customary for a CMO of a publicly traded company with subsidiaries and as determined from time to time by the CEO. You will comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Company and Purple LLC.", "references": ["Forfeitures", "Vacations", "Assignments", "Warranties", "Enforceability", "Notices", "Benefits", "Further Assurances", "Waivers", "Transactions With Affiliates", "Interests", "Effective Dates", "Enforcements", "Interpretations", "Severability", "Taxes", "Consents", "No Defaults", "Payments", "Anti-Corruption Laws", "Amendments", "Headings", "Litigations", "Arbitration", "Miscellaneous", "Disclosures", "Consent To Jurisdiction", "Base Salary", "Organizations", "Integration", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement shall be effective as of the Effective Date and, unless terminated earlier, this Agreement shall continue in effect on a Licensed Product-by-Licensed Product and country-by-country basis until expiration of the last Royalty Term to expire under this Agreement (\u201c Term \u201d). Upon expiration of this Agreement on a Licensed Product-by-Licensed Product and country-by-country basis, Ono\u2019s license pursuant to Section\u00a07.1.1 shall become a fully paid-up, irrevocable, perpetual license, sublicensable without restriction on a Licensed Product-by-Licensed Product and country-by-country basis.", "references": ["Consent To Jurisdiction", "Warranties", "Sanctions", "Specific Performance", "Interpretations", "Titles", "Enforceability", "Amendments", "Governing Laws", "Employment", "Successors", "Positions", "Insurances", "Liens", "Brokers", "Terminations", "Defined Terms", "Waiver Of Jury Trials", "Modifications", "Representations", "Payments", "Entire Agreements", "Erisa", "Litigations", "Further Assurances", "Arbitration", "Confidentiality", "Duties", "Submission To Jurisdiction", "Expenses", "Terms"], "gold": ["Terms"]}
+{"input": "The Company hereby agrees to employ Executive as Senior Vice President and Chief Financial Officer of the Company, on the terms set forth herein, for the period commencing as soon as possible following the date of this Agreement and ending pursuant to Section 5 hereof. Executive is an at-will employee of the Company.", "references": ["Applicable Laws", "Approvals", "Transactions With Affiliates", "Construction", "Successors", "Base Salary", "Anti-Corruption Laws", "Releases", "Sanctions", "Benefits", "Interpretations", "Expenses", "Representations", "Definitions", "No Conflicts", "Miscellaneous", "Modifications", "Powers", "Indemnifications", "Authority", "Insurances", "Erisa", "Submission To Jurisdiction", "Assignments", "Records", "Waivers", "Publicity", "Duties", "Change In Control", "Severability", "Terms"], "gold": ["Terms"]}
+{"input": "The provisions of the Plan shall bind and inure to the benefit of the Employers and their successors and assigns. The term successors as used herein shall include any corporate or other business entity that shall, whether by merger, consolidation, purchase, or otherwise, acquire all or substantially all of the business and assets of an Employer, and successors of any such corporation or other business entity.", "references": ["Consent To Jurisdiction", "Qualifications", "Erisa", "Entire Agreements", "Insurances", "Defined Terms", "Anti-Corruption Laws", "Vacations", "Death", "Brokers", "Adjustments", "Approvals", "Effective Dates", "Effectiveness", "Assignments", "Terminations", "Survival", "Books", "Assigns", "Forfeitures", "Subsidiaries", "Powers", "Representations", "Integration", "Miscellaneous", "Sales", "No Conflicts", "Closings", "Capitalization", "Warranties", "Successors"], "gold": ["Successors"]}
+{"input": "In the event of your Qualifying Termination, you shall (a) have no less than ninety (90) days from the end of the applicable Severance Period (twelve or eighteen months, as the case may be under Section 1(a)(i)) (but in no event beyond the remaining term of such equity awards) to exercise any exercisable Equity Awards (i.e., options) already vested as of the last date of the applicable Severance Period; and (b) have the right to payment for non-exercisable Equity Awards that vest during the applicable Severance Period, payable within thirty (30) days following the end of the last vesting date provided under Section 1(a)(iii).\u00a0\u00a0Unless otherwise approved in writing by the Board of Directors or its designee, in the event of your termination during the Termination Period for any reason other than without Cause or Good Reason, the time period to exercise or receive payment for any equity awards already vested as of the date of termination shall be as set forth in the Equity Award plan documents or award agreements.", "references": ["Cooperation", "Base Salary", "Applicable Laws", "Terms", "Qualifications", "Erisa", "Enforceability", "Warranties", "Venues", "Integration", "Waivers", "Expenses", "Liens", "Interpretations", "Governing Laws", "Construction", "Terminations", "Vacations", "Indemnifications", "Sanctions", "Approvals", "Disclosures", "Entire Agreements", "Effectiveness", "Amendments", "Survival", "Closings", "Miscellaneous", "Releases", "Disability", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement and the Notice contain the entire agreement between the parties with respect to the Award Units and Award Shares, subject to any provision in your written employment or service contract with the Company in effect at the time at issue (if any) with respect to the vesting of, or other terms applicable to, the Award Units or Award Shares. Any oral or written agreements, representations, warranties, written inducements or other communications made prior to the execution of this Agreement with respect to the Award Units granted hereunder and any Award Shares shall be void and ineffective for all purposes.", "references": ["General", "Authorizations", "Approvals", "Benefits", "Venues", "Liens", "Positions", "Interpretations", "Change In Control", "Tax Withholdings", "Disability", "Defined Terms", "Counterparts", "Non-Disparagement", "Forfeitures", "Warranties", "Sanctions", "Headings", "Amendments", "No Waivers", "Powers", "Waiver Of Jury Trials", "Employment", "No Defaults", "Jurisdictions", "Existence", "Cooperation", "Books", "Effectiveness", "Duties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming. The Purchaser has the corporate power to own its properties, to carry on its business as now being conducted, and to enter into and perform the terms and provisions of this Agreement.", "references": ["Amendments", "General", "Entire Agreements", "Interpretations", "Insurances", "Use Of Proceeds", "Effective Dates", "Compliance With Laws", "Brokers", "No Waivers", "Representations", "Counterparts", "Forfeitures", "Duties", "Modifications", "Binding Effects", "Effectiveness", "Tax Withholdings", "Notices", "Withholdings", "Further Assurances", "Releases", "Waivers", "Construction", "Costs", "Confidentiality", "Disclosures", "Terminations", "Definitions", "Adjustments", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement, the Restricted Stock Agreement, the Proprietary Rights Agreement and the Employment Letter, taken together, constitute the complete understanding between the parties and supersedes all such prior agreements between the parties and may not be changed orally.\u00a0\u00a0Employee acknowledges that neither the Company nor any representative of the Company has made any representation or promises to Employee other than as set forth herein or therein.\u00a0\u00a0No other promises or agreements shall be binding unless in writing and signed by the parties.", "references": ["No Waivers", "Confidentiality", "Miscellaneous", "Fees", "Payments", "Survival", "Indemnifications", "Warranties", "General", "Withholdings", "Specific Performance", "Litigations", "Financial Statements", "Participations", "Integration", "Waivers", "Counterparts", "Approvals", "Representations", "Compliance With Laws", "Existence", "Employment", "Defined Terms", "Liens", "Waiver Of Jury Trials", "Duties", "Titles", "Terms", "Remedies", "Non-Disparagement", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.", "references": ["Subsidiaries", "Authority", "Survival", "Arbitration", "Brokers", "Forfeitures", "Indemnifications", "Litigations", "Financial Statements", "Consents", "Cooperation", "Severability", "Participations", "Employment", "Notices", "Existence", "Sales", "Non-Disparagement", "Defined Terms", "Withholdings", "Assignments", "Indemnity", "Applicable Laws", "Confidentiality", "Death", "Sanctions", "Authorizations", "Solvency", "Insurances", "Interpretations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each party shall pay its own fees and expenses in connection with the preparation, negotiation, execution and delivery of this Agreement and the Investor Agreement.", "references": ["Defined Terms", "Books", "Assigns", "Positions", "Warranties", "Tax Withholdings", "Duties", "Arbitration", "Applicable Laws", "Non-Disparagement", "Binding Effects", "Payments", "Terms", "Brokers", "Consent To Jurisdiction", "Survival", "Insurances", "Confidentiality", "Authorizations", "Counterparts", "Liens", "Death", "Erisa", "Existence", "Successors", "No Defaults", "Sales", "Jurisdictions", "Assignments", "Fees", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Company agrees to employ Executive, and Executive agrees to be employed by the Company, for a period beginning on the Effective Date and through February\u00a028, 2019 (the \u201c Term \u201d). There shall be no renewal of the Term.", "references": ["Payments", "Specific Performance", "Agreements", "Interests", "Waiver Of Jury Trials", "Participations", "Integration", "Transactions With Affiliates", "Disability", "Duties", "Remedies", "Entire Agreements", "Cooperation", "Enforceability", "Applicable Laws", "No Defaults", "Insurances", "Construction", "Confidentiality", "Authority", "Survival", "Successors", "Modifications", "Closings", "Forfeitures", "Powers", "Jurisdictions", "Positions", "Approvals", "Binding Effects", "Terms"], "gold": ["Terms"]}
+{"input": "If any term, provision, covenant or restriction of this Plan is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if such excluded provision shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the Company.", "references": ["Indemnifications", "Assignments", "Indemnity", "Waivers", "Use Of Proceeds", "Authority", "Sanctions", "Titles", "Representations", "Financial Statements", "Effective Dates", "Interpretations", "Forfeitures", "Authorizations", "Duties", "Powers", "Terms", "Consent To Jurisdiction", "Change In Control", "Sales", "Publicity", "Counterparts", "Costs", "Death", "Expenses", "Participations", "Solvency", "Successors", "Venues", "Further Assurances", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Venues", "Warranties", "Qualifications", "Defined Terms", "Applicable Laws", "Expenses", "Solvency", "Effectiveness", "Assignments", "Positions", "Releases", "Adjustments", "Employment", "Use Of Proceeds", "Indemnity", "Construction", "Tax Withholdings", "Submission To Jurisdiction", "Agreements", "Participations", "Publicity", "Taxes", "Erisa", "Cooperation", "Base Salary", "Insurances", "Consents", "Powers", "No Conflicts", "Waivers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower and its Subsidiaries have conducted their business 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, and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws.", "references": ["Intellectual Property", "Vesting", "Interests", "Confidentiality", "Base Salary", "No Defaults", "Cooperation", "Costs", "Publicity", "Amendments", "Authority", "Qualifications", "Powers", "Titles", "Enforceability", "Enforcements", "Non-Disparagement", "Miscellaneous", "Representations", "Construction", "Terminations", "Indemnifications", "Interpretations", "Use Of Proceeds", "Waivers", "Death", "Duties", "Sales", "Fees", "Binding Effects", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "If any term, provisio n , covenant or condition of this Agreement, or the application thereof to any person, place or circumstance , shall be held by a court of competent jurisdiction to be in valid , unenforceable or void , the remainder of this Agreement and such term , provision , covenant or condition as applied to other persons , places and circumstances shall remain in full force and effect.", "references": ["Integration", "Enforceability", "Books", "Representations", "Consents", "Powers", "Interests", "Tax Withholdings", "Base Salary", "Amendments", "Jurisdictions", "Litigations", "Taxes", "Authorizations", "Titles", "Confidentiality", "Brokers", "Withholdings", "Construction", "Benefits", "Approvals", "Adjustments", "Remedies", "Counterparts", "Change In Control", "Solvency", "Disability", "Erisa", "Headings", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "Each of IR\u00a0Parent and each Borrower will comply, and will cause each of its Subsidiaries to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except (i)\u00a0where the necessity of compliance therewith is contested in good faith by appropriate proceedings and (ii)\u00a0where the failure so to comply would not have a Material Adverse Effect.", "references": ["Enforceability", "Modifications", "Consents", "Severability", "Survival", "Vacations", "Representations", "Notices", "Non-Disparagement", "Powers", "No Conflicts", "Enforcements", "Headings", "Effective Dates", "Subsidiaries", "Duties", "Payments", "Titles", "Tax Withholdings", "Anti-Corruption Laws", "Financial Statements", "Disclosures", "Releases", "Warranties", "Waiver Of Jury Trials", "Assigns", "Assignments", "Litigations", "Specific Performance", "Venues", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The execution and delivery of this Agreement and the other Loan Documents to which any of the Loan Parties is a party are valid and legally binding obligations of Loan Parties enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors\u2019 rights and general principles of equity.", "references": ["Positions", "Insurances", "Publicity", "Brokers", "Terms", "Jurisdictions", "Intellectual Property", "Venues", "Liens", "Subsidiaries", "Fees", "Interests", "Anti-Corruption Laws", "Cooperation", "Taxes", "Capitalization", "Successors", "Survival", "Representations", "Duties", "Construction", "Existence", "Transactions With Affiliates", "Effective Dates", "Vesting", "Releases", "Expenses", "Governing Laws", "Change In Control", "Confidentiality", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "In connection with any increase in the Revolving Commitment pursuant to this Section \u00a04.13 , the respective Sublimits and Maximum Sublimits of the Borrowers shall be increased by an equal aggregate amount as the Borrowers may direct by notice to the Administrative Agent, subject to the limitations set forth in Section \u00a02.5 . If there are Swingline Loans or Letters of Credit outstanding on the Increase Effective Date, the participations of the Lenders in such Swingline Loans or Letters of Credit, if any, will be automatically adjusted to reflect the Revolving Commitment Percentages of all the Lenders after giving effect to any increase of the Revolving Commitments in accordance with this Section \u00a04.13 .", "references": ["Modifications", "Taxes", "Enforcements", "Solvency", "Disability", "Erisa", "Construction", "Death", "Publicity", "Assignments", "Remedies", "Waivers", "Insurances", "Confidentiality", "Consents", "Effective Dates", "Adjustments", "Warranties", "Entire Agreements", "Definitions", "Indemnifications", "Jurisdictions", "Sales", "Headings", "Authority", "Successors", "Applicable Laws", "Arbitration", "Compliance With Laws", "Authorizations", "Participations"], "gold": ["Participations"]}
+{"input": "The closing of the Exchange (the \u201c Closing \u201d) shall take place at the Company\u2019s offices in Miami, Florida on the date hereof or by delivery of documents required to be delivered hereby by facsimile or other electronic transmission, including by email attachment. At Closing, (A) the Company shall deliver to each Holder a copy of the Company\u2019s instructions to its transfer agent instructing the transfer agent to deliver one or more stock certificates evidencing the Shares, inclusive of such restrictive and other legends as set forth in Section 5.1 , and (B) each Holder shall deliver to the Company such instruments of transfer or other documentation and agreements evidencing the Exchange, in each case as the Company may reasonably request.", "references": ["Specific Performance", "Base Salary", "Interests", "Organizations", "Anti-Corruption Laws", "Employment", "Enforcements", "Existence", "Vacations", "Vesting", "Effectiveness", "No Conflicts", "Capitalization", "Assignments", "Qualifications", "Severability", "Arbitration", "Adjustments", "Benefits", "Forfeitures", "Notices", "Tax Withholdings", "Transactions With Affiliates", "Books", "Counterparts", "Titles", "Consent To Jurisdiction", "Modifications", "Disability", "Liens", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement shall become effective on the date (the \u201c Effective Date \u201d) on which (i) the Borrower, the Administrative Agent and each of the initial Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same (including by facsimile or other electronic transmission) to the Administrative Agent at the Notice Office and (ii) each of the conditions precedent set forth in Section 6 shall have been satisfied.", "references": ["Notices", "Headings", "Authorizations", "Duties", "Anti-Corruption Laws", "Brokers", "Records", "Waivers", "Solvency", "Costs", "Change In Control", "Closings", "Subsidiaries", "Governing Laws", "Intellectual Property", "No Conflicts", "Death", "Vacations", "Expenses", "Amendments", "Jurisdictions", "Interpretations", "Cooperation", "Enforcements", "Assigns", "Approvals", "Survival", "Specific Performance", "Submission To Jurisdiction", "Disclosures", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona, applied without reference to principles of conflict of laws.", "references": ["Tax Withholdings", "Liens", "No Waivers", "Positions", "Taxes", "Duties", "Remedies", "Compliance With Laws", "Authority", "Vesting", "Effective Dates", "Warranties", "No Conflicts", "Existence", "Waiver Of Jury Trials", "Counterparts", "Miscellaneous", "Confidentiality", "Submission To Jurisdiction", "Powers", "Enforceability", "Enforcements", "Vacations", "Participations", "Amendments", "Forfeitures", "Consent To Jurisdiction", "Representations", "Benefits", "Financial Statements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law.", "references": ["Participations", "Consents", "Applicable Laws", "Tax Withholdings", "Entire Agreements", "Costs", "Releases", "Anti-Corruption Laws", "Enforceability", "Venues", "No Conflicts", "Representations", "Assigns", "Payments", "Terms", "Withholdings", "Agreements", "Powers", "Transactions With Affiliates", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Further Assurances", "Employment", "Books", "Enforcements", "Severability", "Subsidiaries", "Arbitration", "Defined Terms", "Liens", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Standstill Period, Shah Capital and the Company agree not to make, or cause to be made (whether directly or indirectly), any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, the other party or their respective business, operations or financial performance, officers or directors or any Person who has served as an officer or director of either party in the past, or who serves on or following the date of this Agreement as an officer, director or agent of either party (a)\u00a0in any document or report filed with or furnished to the SEC or any other governmental agency, (b)\u00a0in any press release or other publicly available format or (c)\u00a0to any stockholder, investor, analyst, journalist or member of the media (including in a television, radio, internet, newspaper or magazine interview). This Section\u00a04 will not apply to any statement made in connection with any action to enforce this Agreement. Notwithstanding the foregoing, any private statement made by Shah Capital regarding the Company\u2019s operational or stock price performance or any strategy, plans or proposal of the Company, that do not disparage any of the Company\u2019s officers, directors or agents and that would not reasonably be likely to result in a required public disclosure by any person (\u201c Opposition Statements \u201d) will not be deemed to be a breach of this Section \u00a04 , except that any Opposition Statement will only speak to a matter that has been made public by the Company. The Company will be permitted to respond with a private statement similar in scope to any Opposition Statement.", "references": ["Counterparts", "Confidentiality", "Powers", "Interests", "Intellectual Property", "Anti-Corruption Laws", "Use Of Proceeds", "Applicable Laws", "Remedies", "No Waivers", "No Defaults", "Effective Dates", "Survival", "Erisa", "Existence", "General", "Authority", "Vacations", "Liens", "Submission To Jurisdiction", "Qualifications", "Effectiveness", "Books", "Waiver Of Jury Trials", "Sanctions", "Specific Performance", "Miscellaneous", "Closings", "Benefits", "Change In Control", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a)\u00a0to its Affiliates and to its and its Affiliates\u2019 respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b)\u00a0to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c)\u00a0to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h)\u00a0to the extent such Information (i)\u00a0becomes publicly available other than as a result of a breach of this Section by such Lender, (ii) was or\u00a0becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (iii) was independently developed by the Administrative Agent, such Lender or L/C Issuer.", "references": ["Insurances", "Construction", "Powers", "Duties", "Transactions With Affiliates", "Enforcements", "Anti-Corruption Laws", "Vacations", "Consent To Jurisdiction", "Indemnifications", "Benefits", "Entire Agreements", "Base Salary", "Effectiveness", "Erisa", "Arbitration", "Terms", "Organizations", "Approvals", "Capitalization", "Representations", "Existence", "Jurisdictions", "Litigations", "Assignments", "Miscellaneous", "Governing Laws", "Effective Dates", "Taxes", "Fees", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.06 , (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.06 , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.06 (and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0\u00a0Nothing in this Agreement , expressed or implied, shall be construed to confer upon any Person (other than the parties hereto , their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders ) any legal or equitable right, remedy or claim under or by reason of this Agreement .", "references": ["Arbitration", "Waiver Of Jury Trials", "Sales", "Indemnifications", "Qualifications", "Agreements", "Financial Statements", "Change In Control", "Severability", "Non-Disparagement", "Tax Withholdings", "Warranties", "Enforcements", "Participations", "Further Assurances", "Governing Laws", "Survival", "Capitalization", "Organizations", "Miscellaneous", "Positions", "Compliance With Laws", "Terms", "No Defaults", "Indemnity", "Insurances", "Approvals", "Liens", "Subsidiaries", "Anti-Corruption Laws", "Successors"], "gold": ["Successors"]}
+{"input": "The provisions of this Article 12 shall remain in effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid and satisfied in full.", "references": ["Financial Statements", "Compliance With Laws", "Enforcements", "Notices", "Effectiveness", "Construction", "Cooperation", "Withholdings", "Powers", "Indemnifications", "Consents", "General", "Assigns", "Employment", "Costs", "Brokers", "Expenses", "Defined Terms", "Duties", "Litigations", "Qualifications", "Enforceability", "Books", "Headings", "Liens", "Tax Withholdings", "Arbitration", "Vacations", "No Waivers", "Successors", "Terminations"], "gold": ["Terminations"]}
+{"input": "Each Obligor and Subsidiary (other than any Immaterial Foreign Subsidiary) has filed all federal, state, provincial, territorial, and other material tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all material Taxes and Priority Payables upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested.\u00a0 The provision for Taxes on the books of each Obligor and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.", "references": ["Qualifications", "Terms", "No Waivers", "Closings", "Insurances", "Subsidiaries", "Powers", "Records", "Use Of Proceeds", "Venues", "Expenses", "Interpretations", "Modifications", "No Defaults", "Capitalization", "Organizations", "Cooperation", "Enforcements", "Jurisdictions", "Employment", "Enforceability", "Withholdings", "Entire Agreements", "Vesting", "Consent To Jurisdiction", "Miscellaneous", "Litigations", "Governing Laws", "Adjustments", "Counterparts", "Taxes"], "gold": ["Taxes"]}
+{"input": "Section\u00a03.12 of the Disclosure Letter and Section\u00a03.12 of the Disclosure Letter Supplement sets forth, as of the Effective Date and the Amendment No.\u00a02 Effective Date, respectively , the name, type of organization and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by Parent or any Subsidiary in, (a)\u00a0each Subsidiary and (b)\u00a0each joint venture in which Parent or any Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary.\u00a0 All the issued and outstanding Equity Interests in each Subsidiary owned by any Loan Party have been (to the extent such concepts are relevant with respect to such Equity Interests) duly authorized and validly issued and are fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived and not as a result of any rights contained in organizational documents).\u00a0 Except as set forth in Section\u00a03.12 of the Disclosure Letter and Section\u00a03.12 of the Disclosure Letter Supplement , as of the Effective Date and the Amendment No.\u00a02 Effective Date, respectively , there is no existing option, warrant, call, right, commitment or other agreement to which Parent or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary.", "references": ["Sanctions", "Representations", "Terminations", "Jurisdictions", "Further Assurances", "Non-Disparagement", "Compliance With Laws", "Solvency", "Definitions", "Powers", "Duties", "Venues", "Amendments", "Withholdings", "Fees", "Assigns", "Tax Withholdings", "Applicable Laws", "Payments", "Organizations", "Integration", "Forfeitures", "Enforcements", "Modifications", "Indemnifications", "Remedies", "Anti-Corruption Laws", "Closings", "Defined Terms", "Effectiveness", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "(a) Permit any waiver, supplement, modification, amendment, termination or release of any organizational documents of Holdings, the Borrowers or any Subsidiary Guarantor in a manner that would adversely and materially affect the interests of the Lenders, or any indenture, instrument or agreement pursuant to which any Junior Debt of Holdings, the Borrowers or any of the Restricted Subsidiaries is outstanding in a manner materially adverse to Holdings, the Borrowers, any of the Restricted Subsidiaries or the Lenders.", "references": ["Approvals", "Subsidiaries", "Costs", "Death", "Representations", "Solvency", "Counterparts", "Base Salary", "Existence", "Waiver Of Jury Trials", "Transactions With Affiliates", "Powers", "Further Assurances", "Participations", "Entire Agreements", "Litigations", "Compliance With Laws", "Liens", "Sales", "Use Of Proceeds", "Employment", "Enforceability", "Organizations", "Consents", "Withholdings", "Financial Statements", "No Conflicts", "Modifications", "Vesting", "Arbitration", "Agreements"], "gold": ["Agreements"]}
+{"input": "The Corporation may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Corporation shall determine are required or authorized to be withheld pursuant to any applicable law or regulation.", "references": ["Successors", "Enforceability", "Enforcements", "Survival", "Anti-Corruption Laws", "Effective Dates", "Powers", "Subsidiaries", "Governing Laws", "Indemnity", "Authorizations", "Interests", "Change In Control", "Miscellaneous", "Binding Effects", "Approvals", "Payments", "Terms", "Defined Terms", "Erisa", "Insurances", "Existence", "Integration", "Authority", "Definitions", "Amendments", "Construction", "Forfeitures", "Assignments", "Organizations", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The venue of any action brought arising out of or related to this Agreement shall be exclusively in Orange County, California.", "references": ["Indemnifications", "Forfeitures", "Survival", "Withholdings", "Consent To Jurisdiction", "Employment", "Arbitration", "Specific Performance", "Compliance With Laws", "Disclosures", "Counterparts", "Confidentiality", "Amendments", "Binding Effects", "Representations", "Organizations", "Construction", "Disability", "Submission To Jurisdiction", "Financial Statements", "Entire Agreements", "Powers", "Agreements", "Qualifications", "Erisa", "Closings", "Effectiveness", "Warranties", "Integration", "Adjustments", "Venues"], "gold": ["Venues"]}
+{"input": "The Company will use the proceeds from the sale of the Notes for general corporate purposes, but not, directly or indirectly, for (i) except as set forth on Schedule 4(d), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.", "references": ["Base Salary", "Amendments", "Releases", "Powers", "Anti-Corruption Laws", "Positions", "No Defaults", "Terminations", "Authorizations", "Notices", "Interpretations", "Disclosures", "Defined Terms", "Erisa", "Miscellaneous", "Terms", "Death", "Headings", "Intellectual Property", "Indemnity", "Agreements", "Records", "Indemnifications", "Employment", "Withholdings", "Assignments", "Tax Withholdings", "Financial Statements", "Expenses", "Brokers", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The headings contained in this Agreement are for the convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.", "references": ["Releases", "Waivers", "Miscellaneous", "Definitions", "Adjustments", "Existence", "Financial Statements", "Payments", "Solvency", "Costs", "Arbitration", "Specific Performance", "Applicable Laws", "Litigations", "Severability", "Participations", "Submission To Jurisdiction", "Titles", "Transactions With Affiliates", "Cooperation", "Books", "Assigns", "Intellectual Property", "Qualifications", "Notices", "Vacations", "Liens", "Defined Terms", "Sales", "Approvals", "Headings"], "gold": ["Headings"]}
+{"input": "The grant of the Award and the vesting of the Restricted Shares shall be administered in accordance with the provisions of the Plan, as the same may be amended from time to time. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.", "references": ["Sales", "Change In Control", "Further Assurances", "Approvals", "Erisa", "Litigations", "Death", "Warranties", "Closings", "Titles", "Base Salary", "Governing Laws", "Agreements", "Sanctions", "No Waivers", "Authorizations", "Records", "Construction", "Severability", "Waivers", "Duties", "Vacations", "Adjustments", "Employment", "Disclosures", "Entire Agreements", "Positions", "Miscellaneous", "Insurances", "Submission To Jurisdiction", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership and its Subsidiaries, (ii) liability insurance for the Indemnitees hereunder, and (iii) such other insurance as the General Partner, in its sole and absolute discretion, determines to be necessary.", "references": ["Defined Terms", "Withholdings", "Agreements", "Disclosures", "Notices", "Participations", "Consent To Jurisdiction", "Jurisdictions", "Interpretations", "Consents", "Authority", "Severability", "Litigations", "Assignments", "Headings", "Vacations", "Solvency", "Capitalization", "Further Assurances", "Adjustments", "Entire Agreements", "Counterparts", "Authorizations", "Powers", "Binding Effects", "Approvals", "Vesting", "Brokers", "Death", "Arbitration", "Insurances"], "gold": ["Insurances"]}
+{"input": "Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal delivery, by telegram, telex, telecopy or similar facsimile means, by certified or registered mail, return receipt requested, by facsimile transmission or by courier or delivery service, to the Company at 10713 West Sam Houston Parkway N., Suite 800, Houston, Texas 77064, Attention: Chief Financial Officer, facsimile number (281) 765-7175, and to the Recipient at the Recipient\u2019s address and facsimile number (if applicable) indicated beneath the Recipient\u2019s signature on the execution page of this Agreement, or at such other address and facsimile number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.", "references": ["Warranties", "Closings", "Construction", "Miscellaneous", "Waivers", "Organizations", "Insurances", "Payments", "Governing Laws", "Counterparts", "Tax Withholdings", "Books", "Capitalization", "Use Of Proceeds", "Adjustments", "Titles", "Publicity", "Representations", "Interests", "Authorizations", "Successors", "Severability", "Approvals", "Binding Effects", "Applicable Laws", "Disability", "Indemnity", "General", "Anti-Corruption Laws", "Entire Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "Any unvested PSUs continue to vest. A prorated portion (as described below) of the unvested PSUs will be paid out on Vesting Date.", "references": ["Enforceability", "Approvals", "Financial Statements", "Forfeitures", "Payments", "General", "Governing Laws", "Counterparts", "Litigations", "Anti-Corruption Laws", "Fees", "Interpretations", "Releases", "Construction", "Taxes", "Headings", "Change In Control", "Disclosures", "Adjustments", "Solvency", "Books", "Erisa", "Consent To Jurisdiction", "Death", "No Defaults", "Positions", "Severability", "Brokers", "Waiver Of Jury Trials", "Sales", "Disability"], "gold": ["Disability"]}
+{"input": "The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Units and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company\u2019s or any Subsidiary\u2019s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default or breach (or an event that with notice or lapse of time or both would become a default or breach) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise), certificate, authorization, permit, license, or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.", "references": ["Construction", "Further Assurances", "Releases", "No Waivers", "Records", "Cooperation", "Governing Laws", "Effectiveness", "Financial Statements", "Costs", "Interests", "Litigations", "Venues", "Books", "Death", "Anti-Corruption Laws", "Miscellaneous", "Indemnity", "Vacations", "Terms", "Approvals", "Erisa", "Intellectual Property", "Disability", "Titles", "Remedies", "Waivers", "Expenses", "Successors", "Publicity", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Sublessee shall maintain and keep in full force and effect during the Term, at its own cost and expense, the insurance policies required to be held by \u201cTenant\u201d under the applicable provisions of Section 4.02 of the Master Lease and such policies shall comply with the requirements of Section 4.02 of the Master Lease but only to the extent of Sublessee\u2019s interest in and to the the Sublease Premises. The foregoing shall in no way limit or otherwise diminish Sublessor\u2019s obligations under the Master Lease, including the obligation to maintain insurance under Section 4.02 of the Master Lease with respect to the entire Premises. All commercial general liability insurance procured by Sublessee under this Section 18 shall name Owner, Sublessor, any superior lessor and any superior mortgagee, as their respective interests may appear as additional insureds (so long as Sublessor provides Sublessee prior written notice of the names and addresses of such superior mortgagees and/ or superior lessors). Sublessee shall include in each of its insurance policies (and, with respect to any equipment in the Sublease Premises owned by Sublessee, in the insurance policies covering such equipment carried by Sublessee or the lessors of such equipment) against loss, damage or destruction by fire or other insured casualty (except for earthquake and sprinkler coverage) a waiver of all of the insurer\u2019s rights of subrogation against Sublessor, Owner, any superior lessor, mortgagee, managing agent and property manager.", "references": ["Effectiveness", "Positions", "Specific Performance", "Terms", "Jurisdictions", "Existence", "Venues", "Cooperation", "Interests", "No Conflicts", "Powers", "Miscellaneous", "Authorizations", "Benefits", "Employment", "Fees", "Compliance With Laws", "Construction", "Titles", "Base Salary", "Organizations", "Severability", "Vacations", "Expenses", "Costs", "Consents", "Assignments", "Applicable Laws", "Amendments", "Successors", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each of the Borrower and each Subsidiary (a) has timely filed or caused to be filed all Tax returns and reports required to have been filed by it, except to the extent that failure to do so would not reasonably be expected to result in a Material Adverse Effect, and (b)\u00a0has paid or caused to be paid all Taxes required to have been paid by it, except where the validity or amount thereof is being contested in good faith by appropriate proceedings; provided that (i) the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves therefor in conformity with GAAP, (ii) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (iii) the failure to pay such Taxes, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Authority", "Use Of Proceeds", "General", "Confidentiality", "Change In Control", "Binding Effects", "Adjustments", "Waivers", "Duties", "Notices", "No Waivers", "Miscellaneous", "Employment", "Costs", "Financial Statements", "Headings", "Counterparts", "Modifications", "Anti-Corruption Laws", "Tax Withholdings", "Death", "Assigns", "Existence", "Further Assurances", "Consent To Jurisdiction", "Erisa", "Specific Performance", "Compliance With Laws", "Organizations", "Approvals", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed, in its reasonable business judgment, to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as agents for the Borrower and its Subsidiaries, as applicable) with Anti-Corruption Laws and applicable Sanctions.", "references": ["Effectiveness", "Terms", "Fees", "Waiver Of Jury Trials", "Powers", "Authority", "Defined Terms", "Vacations", "Assigns", "Binding Effects", "Death", "Forfeitures", "Capitalization", "No Waivers", "Benefits", "Interests", "Consents", "Duties", "Payments", "Approvals", "Counterparts", "Disclosures", "Positions", "No Conflicts", "Base Salary", "Change In Control", "Authorizations", "Governing Laws", "Adjustments", "Intellectual Property", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company agrees to provide Executive with the severance payments and benefits described in Section 4 of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.", "references": ["Assigns", "Anti-Corruption Laws", "Vacations", "Releases", "Effectiveness", "Severability", "Successors", "Publicity", "Enforceability", "Definitions", "Costs", "Forfeitures", "No Waivers", "Participations", "Survival", "Fees", "Cooperation", "Qualifications", "Sales", "Representations", "Vesting", "Interpretations", "Non-Disparagement", "Records", "Integration", "Jurisdictions", "Waivers", "Expenses", "Change In Control", "Transactions With Affiliates", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.", "references": ["Disclosures", "Capitalization", "Erisa", "Powers", "Agreements", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Duties", "Vesting", "Liens", "Insurances", "Fees", "Headings", "Financial Statements", "Terms", "Taxes", "Confidentiality", "Death", "Participations", "Indemnity", "Adjustments", "Approvals", "Consent To Jurisdiction", "Closings", "No Waivers", "Brokers", "Vacations", "Applicable Laws", "Intellectual Property", "Publicity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches (or threatened breaches) of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court in any competent jurisdiction, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. Any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity, upon such party; the exercise by a party of any remedy shall not preclude the exercise of any other remedy; and nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance or injunctive relief.", "references": ["Effectiveness", "Releases", "Agreements", "Governing Laws", "Miscellaneous", "Authority", "Tax Withholdings", "General", "Consent To Jurisdiction", "Non-Disparagement", "Transactions With Affiliates", "Effective Dates", "Assigns", "Costs", "Waivers", "Benefits", "No Defaults", "Arbitration", "Erisa", "Interpretations", "Fees", "Indemnifications", "Successors", "Disclosures", "Authorizations", "Books", "Confidentiality", "Existence", "Binding Effects", "Amendments", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The Company and its Subsidiaries owns or possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the \u201c Intellectual Property \u201d), necessary for the conduct of their businesses as conducted as of the date hereof, provided that the foregoing representation is made only to the Company\u2019s knowledge as it concerns third-party Intellectual Party, and except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries have not received any written notice of any pending or threatened action, suit, proceeding or claim by any third party asserting infringement of third party intellectual property or challenging the Company\u2019s or its Subsidiaries\u2019 rights in or to any of their respective Intellectual Property or Intellectual Property owned or used by the Company or its Subsidiaries, which , if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company\u2019s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company\u2019s or such Subsidiaries rights in or to or the validity of the scope of any of the Company\u2019s patents, patent applications or proprietary information.\u00a0 The representations set forth in this Section 6(z), to the extent they relate to the Specified Subsidiary, are to the Company\u2019s knowledge, after due and careful inquiry.", "references": ["General", "Tax Withholdings", "Interpretations", "Warranties", "Disclosures", "Authorizations", "Liens", "Vesting", "Definitions", "Assignments", "Brokers", "Participations", "Sales", "Effectiveness", "Representations", "Closings", "Applicable Laws", "Submission To Jurisdiction", "Specific Performance", "Terms", "Adjustments", "Binding Effects", "Insurances", "Compliance With Laws", "Positions", "Existence", "No Defaults", "Successors", "Non-Disparagement", "Organizations", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Any dispute regarding the interpretation of this Agreement will be submitted by the Director or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on all parties.", "references": ["Modifications", "Employment", "Definitions", "Indemnifications", "Disclosures", "Remedies", "Fees", "General", "Expenses", "Assignments", "Death", "Records", "Headings", "Venues", "Titles", "Base Salary", "Severability", "Governing Laws", "Representations", "Adjustments", "Terminations", "Change In Control", "Tax Withholdings", "Financial Statements", "Compliance With Laws", "Waivers", "Duties", "Costs", "Defined Terms", "Confidentiality", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver by the Corporation or a Holder must be in writing. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the Holders of Class\u00a0A-[\u2022] Preferred Stock granted hereunder may be waived as to all shares of Class\u00a0A-[\u2022] Preferred Stock (and the Holders thereof) upon the written consent of: (i)\u00a0the Holders of a majority of the shares of Class\u00a0A-[\u2022] Preferred Stock then outstanding, and (ii)\u00a0Redmile Group, LLC, but only to the extent that the Holders of a majority of the shares of Class\u00a0A-[\u2022] Preferred Stock then outstanding are not funds, accounts or entities managed by Redmile Group, LLC or any of its Affiliates, without the prior consent of the Company unless a higher percentage is required by the DGCL, in which case the written consent of the Holders of not less than such higher percentage shall be required.", "references": ["Authorizations", "Entire Agreements", "Amendments", "Submission To Jurisdiction", "Vacations", "Cooperation", "Transactions With Affiliates", "Disability", "Change In Control", "Severability", "Counterparts", "Closings", "Representations", "Sales", "Use Of Proceeds", "Releases", "Capitalization", "Disclosures", "Integration", "Indemnifications", "Interpretations", "Construction", "Assignments", "Payments", "Erisa", "Subsidiaries", "Headings", "Consents", "Approvals", "Litigations", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without regard to its conflicts of law principles.", "references": ["Qualifications", "Vacations", "Disclosures", "Sales", "Duties", "Successors", "Defined Terms", "Specific Performance", "No Conflicts", "Withholdings", "Fees", "Terminations", "Taxes", "Erisa", "Waivers", "Representations", "No Waivers", "Forfeitures", "Expenses", "Change In Control", "Non-Disparagement", "Terms", "Adjustments", "Indemnity", "Death", "Tax Withholdings", "Litigations", "Powers", "Releases", "Effective Dates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company has filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where failure to do so would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would reasonably be expected to have a Material Adverse Effect.", "references": ["Positions", "Insurances", "Defined Terms", "Financial Statements", "Arbitration", "Remedies", "Interests", "Benefits", "Fees", "Consents", "Cooperation", "Publicity", "Records", "Survival", "Litigations", "Representations", "Terminations", "Applicable Laws", "Waivers", "Adjustments", "Transactions With Affiliates", "Waiver Of Jury Trials", "Specific Performance", "Construction", "Agreements", "Releases", "Expenses", "General", "Amendments", "Notices", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement constitutes the full understanding of the parties, a complete allocation of the risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the parties with respect thereto.", "references": ["Organizations", "Interests", "Specific Performance", "Remedies", "Intellectual Property", "Death", "Duties", "Amendments", "Successors", "No Waivers", "Tax Withholdings", "Existence", "Disclosures", "Approvals", "Titles", "Disability", "Payments", "Costs", "Subsidiaries", "Warranties", "Waivers", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Jurisdictions", "Financial Statements", "Venues", "Benefits", "Anti-Corruption Laws", "Binding Effects", "Withholdings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Settlement Agreement and the rights and obligations of the Parties under this Settlement Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to its choice-of-law or conflicts-of-law principles that might otherwise refer construction or interpretation of this Settlement Agreement to the substantive law of another jurisdiction. The Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of Delaware for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Settlement Agreement and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts.", "references": ["Positions", "No Defaults", "Construction", "Compliance With Laws", "Effectiveness", "Subsidiaries", "Base Salary", "Indemnifications", "Payments", "Authority", "Titles", "Transactions With Affiliates", "Publicity", "Waivers", "Venues", "Releases", "Enforcements", "Submission To Jurisdiction", "Agreements", "Organizations", "Sanctions", "Liens", "Forfeitures", "Financial Statements", "Adjustments", "Defined Terms", "Sales", "Costs", "Enforceability", "Duties", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as otherwise provided in this Security Agreement, all notices and other communications provided for hereunder shall be in writing and hand delivered with written receipt, telecopied, sent by facsimile (with a hard copy sent as otherwise permitted pursuant to the Credit Agreement), sent by a nationally recognized overnight courier, or sent by certified mail, return receipt requested to the appropriate party at the address or facsimile number of such party specified in the Credit Agreement, on the signature pages of this Security Agreement or at such other address or facsimile number as may be designated by such party in a notice to the other party. Except as otherwise provided in this Security Agreement, all such notices and communications shall be effective when delivered.", "references": ["Erisa", "Submission To Jurisdiction", "Anti-Corruption Laws", "Waivers", "Modifications", "Successors", "Assigns", "Agreements", "Costs", "Further Assurances", "Positions", "Integration", "Books", "Liens", "Insurances", "Titles", "No Conflicts", "Organizations", "Authority", "Vacations", "Approvals", "Closings", "Disclosures", "Intellectual Property", "Effectiveness", "Subsidiaries", "Applicable Laws", "Sanctions", "Cooperation", "Jurisdictions", "Notices"], "gold": ["Notices"]}
+{"input": "During the Term, the Executive will devote substantially all business time, attention and energy, and reasonable best efforts, to the interests and business of the Bank, the Holding Company and their affiliates and subsidiaries (collectively \u201c Affiliates \u201d) and to the performance of the Executive\u2019s duties and responsibilities on behalf of the Company and Affiliates.\u00a0 The Executive may use his discretion in fixing the hours and schedule of work consistent with the proper discharge of the Executive\u2019s duties.\u00a0 The Executive, subject to the direction and control of CEO of the Bank and Holding Company and/or the Board of Directors of the Bank and of the Holding Company, will have all power and authority commensurate with the Executive\u2019s status and necessary to perform his duties hereunder.\u00a0 During the Term the Executive will not serve on the board of directors of any for-profit organization without the prior consent of the Holding Company\u2019s board of directors (the \u201c Board \u201d).", "references": ["Venues", "Use Of Proceeds", "Insurances", "Remedies", "Solvency", "Miscellaneous", "Titles", "Brokers", "Subsidiaries", "Authorizations", "Taxes", "Jurisdictions", "Anti-Corruption Laws", "Governing Laws", "Fees", "Participations", "Change In Control", "Books", "Approvals", "Definitions", "Further Assurances", "Vesting", "No Waivers", "Capitalization", "Base Salary", "Effectiveness", "No Conflicts", "Disability", "Publicity", "General", "Duties"], "gold": ["Duties"]}
+{"input": "Headings herein are for convenience only and shall not be relied upon in interpreting or enforcing this Amendment.", "references": ["Closings", "Survival", "Notices", "No Waivers", "Disclosures", "Further Assurances", "Waivers", "Agreements", "Interests", "Financial Statements", "Enforcements", "Solvency", "Entire Agreements", "Approvals", "Assigns", "Disability", "Participations", "Arbitration", "Modifications", "Qualifications", "Change In Control", "Releases", "Withholdings", "Effective Dates", "Cooperation", "Authority", "Sanctions", "Vesting", "Enforceability", "Warranties", "Headings"], "gold": ["Headings"]}
+{"input": "Attached hereto as Schedule 13 is a true and correct list of all insurance policies of the Companies.", "references": ["Representations", "Sales", "Fees", "Successors", "Counterparts", "Closings", "Jurisdictions", "Liens", "Applicable Laws", "Terminations", "Payments", "Subsidiaries", "Interpretations", "Death", "Notices", "General", "Further Assurances", "Participations", "Withholdings", "Indemnity", "Financial Statements", "Change In Control", "Sanctions", "Transactions With Affiliates", "No Defaults", "Defined Terms", "Duties", "Use Of Proceeds", "Solvency", "Costs", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement may not be modified or amended except in a writing signed by an authorized officer of the Company and by Executive.", "references": ["Litigations", "Definitions", "Survival", "Waivers", "Disability", "Releases", "Erisa", "Applicable Laws", "Confidentiality", "Sales", "Enforceability", "Governing Laws", "Specific Performance", "Indemnifications", "Notices", "Insurances", "Authorizations", "Powers", "Publicity", "Tax Withholdings", "Change In Control", "Assigns", "Intellectual Property", "Forfeitures", "Agreements", "Vesting", "General", "Assignments", "Authority", "Counterparts", "Amendments"], "gold": ["Amendments"]}
+{"input": "Assignor hereby assigns and transfers to Assignee all of Assignor\u2019s right, title and interest in and to the Agreement.", "references": ["Publicity", "Interests", "Cooperation", "Submission To Jurisdiction", "No Waivers", "Anti-Corruption Laws", "Remedies", "Closings", "Litigations", "Counterparts", "Tax Withholdings", "Change In Control", "Modifications", "Warranties", "Indemnifications", "Severability", "Consent To Jurisdiction", "Venues", "Effectiveness", "Qualifications", "Participations", "Agreements", "Releases", "Intellectual Property", "Titles", "Existence", "Construction", "Survival", "Brokers", "Subsidiaries", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section \u00a02 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities for purposes of the rules \u00a0and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.", "references": ["Organizations", "Forfeitures", "Brokers", "Use Of Proceeds", "Authorizations", "Expenses", "Closings", "Venues", "Sales", "Representations", "Specific Performance", "Positions", "Miscellaneous", "Further Assurances", "Cooperation", "Fees", "Counterparts", "Tax Withholdings", "Capitalization", "Definitions", "Assigns", "Subsidiaries", "Adjustments", "Notices", "Enforceability", "Releases", "Binding Effects", "Base Salary", "Amendments", "General", "Integration"], "gold": ["Integration"]}
+{"input": "The rights and remedies of CoBank expressly set forth in this Agreement and the other Loan Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise. \u00a0No failure or delay on the part of CoBank in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any Potential Default or Event of Default. \u00a0No course of dealing between the Grantors and CoBank or their agents or employees shall be effective to amend, modify or discharge any provision of this Agreement or any other Loan Document or to constitute a waiver of any Potential Default or Event of Default. No notice to or demand upon any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of CoBank to exercise any right or remedy or take any other or further action in any circumstances without notice or demand.", "references": ["Terms", "Change In Control", "Consent To Jurisdiction", "Capitalization", "Cooperation", "Books", "Authority", "Representations", "Erisa", "Publicity", "Litigations", "No Conflicts", "Use Of Proceeds", "Integration", "Indemnifications", "Severability", "Financial Statements", "Waivers", "Death", "Agreements", "Anti-Corruption Laws", "Positions", "Qualifications", "Withholdings", "Binding Effects", "Taxes", "Existence", "Modifications", "Enforceability", "Miscellaneous", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Consultant shall begin providing Services hereunder on the day following the Closing Date under, and as defined in, the Purchase Agreement (the \u201c Effective Date \u201d), and this Agreement shall remain in effect until January 18, 2021 (the \u201c Term \u201d). The obligations under this Agreement shall begin on the Effective Date and continue to bind the Parties until the end of the Term, or the earlier termination thereof as provided in Article III herein.", "references": ["Venues", "Intellectual Property", "Organizations", "Publicity", "Qualifications", "Terminations", "Counterparts", "Miscellaneous", "Compliance With Laws", "Vesting", "Brokers", "Sanctions", "Costs", "Assignments", "Positions", "Releases", "Applicable Laws", "Financial Statements", "Records", "Authorizations", "Adjustments", "No Waivers", "Insurances", "Participations", "Benefits", "Survival", "Waivers", "Subsidiaries", "Successors", "Vacations", "Terms"], "gold": ["Terms"]}
+{"input": "Each of Parent, the Borrower and each of its Restricted Subsidiaries has filed or caused to be filed all federal income and all material state, provincial, territorial and other tax returns that are required to be filed and has paid all federal income and all material state, provincial, territorial and other Taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets due and payable by it (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Parent, the Borrower or its Restricted Subsidiaries, as the case may be) except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Parent and the Borrower, no material written claim has been asserted with respect to any Taxes (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Parent, the Borrower or its Restricted Subsidiaries, as the case may be).", "references": ["Solvency", "Use Of Proceeds", "Litigations", "Assignments", "No Defaults", "Remedies", "Defined Terms", "Interests", "Terminations", "Fees", "Publicity", "Effectiveness", "Waivers", "Amendments", "Sanctions", "Titles", "Governing Laws", "Miscellaneous", "No Conflicts", "Positions", "Jurisdictions", "Withholdings", "Intellectual Property", "Assigns", "Representations", "Existence", "Waiver Of Jury Trials", "Vesting", "Organizations", "Severability", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. This Agreement shall become effective on the date first above written when counterparts hereof executed on behalf of the Borrowers, the Administrative Agent, the Issuer and each Lender (or notice thereof reasonably satisfactory to the Administrative Agent), shall have been received by the Administrative Agent.", "references": ["Counterparts", "Indemnifications", "Waivers", "Vesting", "Terminations", "Non-Disparagement", "Books", "Enforcements", "Death", "Tax Withholdings", "Authorizations", "Enforceability", "Base Salary", "Defined Terms", "Interests", "Employment", "Sanctions", "Qualifications", "Forfeitures", "Withholdings", "Terms", "Expenses", "Assignments", "Headings", "Transactions With Affiliates", "Fees", "Brokers", "General", "Integration", "Cooperation", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The execution, delivery and performance by each Loan Party of this Amendment and the Financing Agreement, as amended hereby, (i) have been duly authorized by all necessary corporate or other organizational action, (ii) do not and will not contravene any of its Governing Documents or, in any material respect, any applicable Requirement of Law, (iii) do not and will not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract, (iv)\u00a0do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (v) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to its operations or any of its properties.", "references": ["Participations", "Agreements", "Vacations", "No Waivers", "Construction", "Litigations", "Consent To Jurisdiction", "Amendments", "Employment", "Interpretations", "Adjustments", "Solvency", "Books", "Assignments", "Liens", "Benefits", "Intellectual Property", "Jurisdictions", "General", "Payments", "Use Of Proceeds", "Enforcements", "Forfeitures", "Powers", "Binding Effects", "Subsidiaries", "Base Salary", "Duties", "Applicable Laws", "Enforceability", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "In the event that Employee is made a party or threatened to be made a party to any action, suit, or proceeding (a \u201c Proceeding \u201d), other than any Proceeding initiated by Employee or the Company related to any contest or dispute between Employee and the Company or any of its subsidiaries, by reason of the fact that Employee is or was a director or officer of, or was otherwise acting on behalf of, the Company, any member of the Company Group, or any other entity at the request of the Company, Employee shall be indemnified and held harmless by the Company, to the maximum extent permitted under applicable law, from and against any and all liabilities, costs, claims and expenses, including any and all costs and expenses incurred in defense of any Proceeding, and all amounts paid in settlement thereof after consultation with, and receipt of approval from, the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Costs and expenses incurred by Employee in defense of such Proceeding shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of Employee to repay the amounts so paid if it shall ultimately be determined that Employee is not entitled to be indemnified by the Company under this Agreement. The rights to indemnification and advancement of costs and expenses provided in this Section 25 are not and will not be deemed exclusive of any other rights or remedies to which Employee may at any time be entitled under applicable law, the organizational documents of the Company or any of its subsidiaries, any agreement or otherwise, and each such right under this Section 25 will be cumulative with all such other rights, if any.", "references": ["Cooperation", "Binding Effects", "Participations", "Applicable Laws", "Integration", "Brokers", "Jurisdictions", "Positions", "Submission To Jurisdiction", "No Conflicts", "Effectiveness", "Subsidiaries", "Arbitration", "Powers", "Further Assurances", "Intellectual Property", "Confidentiality", "Qualifications", "Books", "Interests", "Closings", "Tax Withholdings", "Sales", "Approvals", "Taxes", "Base Salary", "Existence", "Modifications", "Governing Laws", "Enforcements", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Except as otherwise provided herein, this Agreement shall be effective on the eighth calendar day after it has been executed by both of the parties (the \u201cEffective Date\u201d).", "references": ["Entire Agreements", "Participations", "Waivers", "Base Salary", "Fees", "Death", "Existence", "Benefits", "Interests", "Cooperation", "Governing Laws", "Remedies", "Expenses", "Use Of Proceeds", "Vesting", "Terms", "Closings", "No Conflicts", "Enforcements", "Warranties", "Books", "Capitalization", "Integration", "Positions", "Intellectual Property", "Releases", "Headings", "Employment", "Definitions", "Miscellaneous", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "No Member may Transfer any TRA Interests to any Person (other than a Permitted Transferee) without the prior written consent of the Corporation (such consent not to be unreasonably withheld, conditioned or delayed); provided , however, that such Member may Transfer a TRA Interest if the Member shall have complied with Section 7.6(a) of this Agreement; and provided, further that such Person (including any Permitted Transferee) shall execute and deliver a Joinder agreeing to succeed to the applicable portion of such Member\u2019s interest in this Agreement and to become a Party for all purposes of this Agreement (the \u201c Joinder Requirement \u201d). For the avoidance of doubt, if a Member transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such Member shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units (and any such transferred Units shall be separately identified, so as to facilitate the determination of Tax Benefit Payments hereunder). The Corporation may not assign any of its rights or obligations under this Agreement to any Person (other than any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation) without the prior written consent of each of the Members (and any purported assignment without such consent shall be null and void).", "references": ["No Waivers", "Vesting", "Benefits", "Costs", "Counterparts", "Submission To Jurisdiction", "Amendments", "Indemnity", "Taxes", "Indemnifications", "Terms", "Survival", "Specific Performance", "Brokers", "Cooperation", "Use Of Proceeds", "Sales", "No Defaults", "Fees", "Approvals", "Expenses", "Employment", "Closings", "Subsidiaries", "Books", "Non-Disparagement", "Disclosures", "Financial Statements", "Effective Dates", "Successors", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by telecopy, facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Interpretations", "Positions", "Submission To Jurisdiction", "Interests", "Confidentiality", "Remedies", "Forfeitures", "Amendments", "Compliance With Laws", "Records", "Entire Agreements", "Defined Terms", "Death", "Anti-Corruption Laws", "Indemnity", "Specific Performance", "Warranties", "Benefits", "Enforceability", "No Waivers", "Severability", "Modifications", "Participations", "Books", "Liens", "Jurisdictions", "Disclosures", "Effective Dates", "Consent To Jurisdiction", "Intellectual Property", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All initially capitalized terms which are used in this Tenth Amendment, but not otherwise defined herein, shall have the same meanings as ascribed thereto in the Purchase Agreement.", "references": ["Modifications", "Employment", "Vacations", "Notices", "Positions", "Submission To Jurisdiction", "Base Salary", "Releases", "Indemnity", "Confidentiality", "Existence", "Defined Terms", "Integration", "Further Assurances", "Adjustments", "Change In Control", "Costs", "No Defaults", "Payments", "Counterparts", "Specific Performance", "Definitions", "Amendments", "Waivers", "Intellectual Property", "Death", "Brokers", "Agreements", "Litigations", "Interests", "Terms"], "gold": ["Terms"]}
+{"input": "The Parties agree Executive may revoke the Agreement at will within seven (7) days after he executes the Agreement (the \u201c Revocation Period \u201d) by giving written notice of revocation to Company. Such notice must be delivered to Daniel J. O\u2019Connor, and must actually be received by him at or before the above-referenced seven-day deadline. The Agreement may not be revoked after the expiration of the seven-day deadline. In the event that Executive revokes the Agreement within the Revocation Period, this Agreement shall not be effective or enforceable, and all rights and obligations hereunder shall be void and of no effect. Assuming that Executive does not revoke this Agreement within the Revocation Period, the effective date of this Agreement (the \u201c Effective Date \u201d) shall be the eighth (8 th ) day after the day on which Executive executes this Agreement.", "references": ["Insurances", "Base Salary", "Amendments", "Sanctions", "Authorizations", "Costs", "Death", "Non-Disparagement", "Definitions", "Warranties", "Vesting", "Applicable Laws", "Disability", "Effectiveness", "Terminations", "Severability", "Payments", "Miscellaneous", "Confidentiality", "Subsidiaries", "Submission To Jurisdiction", "Survival", "Change In Control", "Venues", "Construction", "Modifications", "Representations", "Consents", "Litigations", "Anti-Corruption Laws", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "(a) The Borrower shall make each payment hereunder, irrespective of any right of counterclaim, defense, recoupment or set-off and without condition, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent at the Agent\u2019s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section\u00a02.10, 2.13 or 8.04(e)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Agent\u2019s receipt of such Lender\u2019s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section\u00a08.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.", "references": ["Withholdings", "Approvals", "Sanctions", "Powers", "Survival", "Effectiveness", "Intellectual Property", "Compliance With Laws", "Construction", "Subsidiaries", "Enforcements", "Forfeitures", "General", "Counterparts", "Disclosures", "Agreements", "Applicable Laws", "Positions", "Severability", "Titles", "Benefits", "Defined Terms", "Submission To Jurisdiction", "Warranties", "Vacations", "Liens", "Terminations", "Specific Performance", "Employment", "Change In Control", "Payments"], "gold": ["Payments"]}
+{"input": "Except as provided in Section 7.5 hereof, any dispute or controversy under this Agreement shall be settled exclusively by arbitration in Philadelphia, Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect.\u00a0 Judgment may be entered on the arbitration award in any court having jurisdiction.\u00a0 The arbitrator may award legal fees but shall not be obligated to do so.", "references": ["Further Assurances", "Confidentiality", "Definitions", "Use Of Proceeds", "Jurisdictions", "Representations", "Specific Performance", "Amendments", "Headings", "Waiver Of Jury Trials", "Releases", "Terminations", "Defined Terms", "Survival", "Effectiveness", "Organizations", "Warranties", "Employment", "Non-Disparagement", "Vacations", "Assigns", "Insurances", "Submission To Jurisdiction", "Modifications", "Duties", "Sales", "Existence", "Solvency", "Adjustments", "Authorizations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.", "references": ["Construction", "Litigations", "Expenses", "Specific Performance", "Adjustments", "Amendments", "Positions", "Non-Disparagement", "Authorizations", "Anti-Corruption Laws", "Authority", "Use Of Proceeds", "Warranties", "Disability", "Submission To Jurisdiction", "Indemnifications", "Insurances", "Interests", "Further Assurances", "Payments", "Organizations", "Confidentiality", "Records", "Sanctions", "Capitalization", "Subsidiaries", "Vesting", "Effective Dates", "Interpretations", "Costs", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Executive shall devote substantially all of Executive\u2019s business time and attention to the performance of Executive\u2019s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Chief Executive Officer.\u00a0 Notwithstanding the foregoing, Executive will be permitted to (a) with the prior written consent of the Board of Directors (the \u201cBoard\u201d) (not to be unreasonably withheld) act or serve as a director, trustee, committee member or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board in accordance with Company\u2019s conflict of interest policy, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity; provided, that such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further, that the activities described in clauses (a) and (b) of this Section 2.2 , in each case and in the aggregate, do not materially interfere with the performance of Executive\u2019s material duties and responsibilities to Company as provided hereunder, including, but not limited to, the obligations set forth in this Section 2 .\u00a0 Executive has no such business, civic and charitable organizations for which he serves as a director, trustee, committee member or principal as of the date of this Agreement.", "references": ["Entire Agreements", "Sanctions", "Records", "Governing Laws", "Solvency", "Tax Withholdings", "Use Of Proceeds", "Enforceability", "Financial Statements", "Vesting", "Waiver Of Jury Trials", "Compliance With Laws", "Applicable Laws", "Enforcements", "Cooperation", "Benefits", "Sales", "Releases", "Costs", "Notices", "Participations", "Binding Effects", "Assigns", "Severability", "Withholdings", "Organizations", "Liens", "Capitalization", "Qualifications", "Miscellaneous", "Duties"], "gold": ["Duties"]}
+{"input": "Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated (whether based on contract, tort or any other theory). Each party hereto (A) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and\u00a0(B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section.", "references": ["Compliance With Laws", "Definitions", "Cooperation", "Transactions With Affiliates", "Representations", "Qualifications", "Erisa", "Jurisdictions", "Governing Laws", "Existence", "Death", "Amendments", "Publicity", "Headings", "Assigns", "Costs", "Titles", "Confidentiality", "Capitalization", "Effective Dates", "Anti-Corruption Laws", "Indemnity", "Approvals", "Agreements", "Brokers", "Benefits", "Warranties", "Organizations", "Consent To Jurisdiction", "Modifications", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement and the other documents and agreements executed in connection with the Repurchase Transaction and the Conversion embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.", "references": ["Costs", "Insurances", "Cooperation", "Transactions With Affiliates", "Modifications", "Forfeitures", "Books", "Disclosures", "Headings", "Representations", "Warranties", "Erisa", "Financial Statements", "Further Assurances", "Death", "Terms", "Assigns", "Benefits", "Anti-Corruption Laws", "Governing Laws", "Effective Dates", "Confidentiality", "Publicity", "Brokers", "Approvals", "Powers", "Defined Terms", "Vacations", "Remedies", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(a)\u00a0Subject to the provisions of Section\u00a02.06(b) , each Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Applicable Rate; provided that the accrued interest shall be paid in kind and added quarterly on each Interest Payment Date to the outstanding principal amount of the applicable Loan.", "references": ["Erisa", "Definitions", "Positions", "Publicity", "Indemnity", "Assignments", "Cooperation", "Sales", "Authorizations", "Further Assurances", "Waiver Of Jury Trials", "Consents", "Applicable Laws", "Modifications", "Enforcements", "Titles", "Survival", "Financial Statements", "Closings", "Intellectual Property", "Confidentiality", "Submission To Jurisdiction", "Change In Control", "Costs", "Death", "Expenses", "Terminations", "Vacations", "Organizations", "Fees", "Interests"], "gold": ["Interests"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of clause \u00a0(b) of this Section, (ii)\u00a0by way of participation in accordance with the provisions of clause \u00a0(d) of this Section or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of clause \u00a0(e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause \u00a0(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Positions", "Titles", "Jurisdictions", "Closings", "Duties", "Non-Disparagement", "Releases", "Benefits", "Indemnifications", "Qualifications", "Arbitration", "Capitalization", "Indemnity", "Expenses", "Modifications", "Authority", "Waiver Of Jury Trials", "Governing Laws", "Agreements", "Consents", "Vacations", "Disability", "Enforceability", "Definitions", "Miscellaneous", "Records", "Intellectual Property", "Waivers", "Tax Withholdings", "Books", "Successors"], "gold": ["Successors"]}
+{"input": "The Executive acknowledges that the Company would be irreparably injured by a violation of the covenants contained in Sections 6 or 7, and agrees that the Company shall be entitled to an injunction restraining the Executive from any actual or threatened breach of the covenants contained in Sections 6 or 7, or to any other appropriate equitable remedy without bond or other security being required. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages that the parties may seek in arbitration.", "references": ["Effective Dates", "Positions", "Insurances", "Cooperation", "Construction", "Terminations", "Authorizations", "Submission To Jurisdiction", "Venues", "Jurisdictions", "Assignments", "Consent To Jurisdiction", "Organizations", "Interpretations", "Enforceability", "Approvals", "Compliance With Laws", "Financial Statements", "Change In Control", "Applicable Laws", "No Conflicts", "No Waivers", "Disclosures", "Liens", "Terms", "Employment", "Closings", "Authority", "Base Salary", "Vesting", "Remedies"], "gold": ["Remedies"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.\u00a0\u00a0The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Defined Terms", "Waiver Of Jury Trials", "Miscellaneous", "Interpretations", "No Conflicts", "Amendments", "Existence", "Disability", "Enforcements", "Anti-Corruption Laws", "Powers", "Indemnity", "Consents", "Disclosures", "Assigns", "Definitions", "General", "Books", "Closings", "Payments", "Erisa", "Confidentiality", "Financial Statements", "Effective Dates", "Adjustments", "Withholdings", "Approvals", "Sales", "Intellectual Property", "Venues", "Assignments"], "gold": ["Assignments"]}
+{"input": "The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of New York.", "references": ["Defined Terms", "Integration", "Jurisdictions", "Waivers", "Closings", "Compliance With Laws", "Terminations", "Amendments", "No Conflicts", "Expenses", "Brokers", "Miscellaneous", "Tax Withholdings", "Releases", "Organizations", "Existence", "Construction", "Sanctions", "Disability", "Effective Dates", "Taxes", "Interpretations", "Duties", "No Defaults", "Erisa", "Vesting", "Death", "Assignments", "Non-Disparagement", "Arbitration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such laws.", "references": ["Fees", "Brokers", "Remedies", "No Defaults", "Further Assurances", "Existence", "Representations", "Death", "Authority", "Assignments", "Titles", "Authorizations", "Employment", "Consent To Jurisdiction", "Compliance With Laws", "Sales", "Financial Statements", "Successors", "Terms", "Counterparts", "Notices", "Vesting", "Effectiveness", "Payments", "Specific Performance", "Transactions With Affiliates", "Waiver Of Jury Trials", "Indemnity", "Approvals", "Litigations", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "This Agreement may be amended only by an instrument in writing executed and delivered by the Participant and the Company or by the Company and accepted by the Participant in accordance with the procedures specified in the introductory paragraph hereto.", "references": ["Fees", "Sales", "Duties", "Construction", "Use Of Proceeds", "Participations", "Definitions", "Records", "Integration", "Effectiveness", "Liens", "Venues", "Solvency", "Notices", "Assignments", "Sanctions", "General", "Consent To Jurisdiction", "Books", "Qualifications", "Interpretations", "Expenses", "Counterparts", "Binding Effects", "Governing Laws", "Assigns", "Withholdings", "Existence", "Cooperation", "Costs", "Amendments"], "gold": ["Amendments"]}
+{"input": "Schedule 4.14 sets forth a description of all insurance maintained by or on behalf of the Borrower and Anixter and its Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrower maintains, with financially sound and reputable insurance companies, insurance on all its real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.", "references": ["Venues", "Construction", "Consents", "Severability", "Effectiveness", "Governing Laws", "Brokers", "Benefits", "Enforcements", "Disclosures", "Records", "Participations", "Qualifications", "Approvals", "Remedies", "Compliance With Laws", "Interests", "Sales", "Death", "Costs", "Amendments", "Books", "Anti-Corruption Laws", "Definitions", "Duties", "Submission To Jurisdiction", "Effective Dates", "No Defaults", "Intellectual Property", "Releases", "Insurances"], "gold": ["Insurances"]}
+{"input": "Subject to the Incorporation Provisions, Article 15 , as amended by Section 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this Section 9.16 . Subtenant shall not voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written consent of Sublandlord and Master Landlord with respect thereto. So long as Master Landlord\u2019s consent is obtained, Sublandlord shall not unreasonably withhold, condition, or delay its consent to any proposed assignment or sublease; provided, however, that Sublandlord or Master Landlord, as the case may be, may require as a condition of granting any such consent that (i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant\u2019s financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee\u2019s proposed use of the Premises and the transferee\u2019s reputation shall be reasonably satisfactory to Sublandlord and (ii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under this Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sublandlord\u2019s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a \u201c Subtenant Permitted Transfer \u201d). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord\u2019s consent to any Subtenant Permitted Transfer. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall be null and void and of no effect. Sublandlord hereby agrees to reimburse Master Landlord at its own expense for any fees due to Master Landlord under the Master Lease in connection with the subletting of the Premises to Subtenant.", "references": ["Capitalization", "Fees", "Intellectual Property", "Change In Control", "Releases", "Venues", "Entire Agreements", "Sanctions", "Employment", "Applicable Laws", "Sales", "Definitions", "Further Assurances", "Terms", "Waiver Of Jury Trials", "Costs", "Litigations", "Representations", "Organizations", "Tax Withholdings", "Disclosures", "Financial Statements", "Counterparts", "Closings", "Insurances", "No Waivers", "Arbitration", "Specific Performance", "Approvals", "Authorizations", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Borrowers hereby agree to protect, indemnify, pay and save harmless each Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which such Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a final non-appealable judgment of a court of competent jurisdiction.", "references": ["Submission To Jurisdiction", "Integration", "Interpretations", "Representations", "Sales", "Agreements", "Withholdings", "Consent To Jurisdiction", "General", "Applicable Laws", "Taxes", "Remedies", "Erisa", "Assignments", "Notices", "Benefits", "Positions", "Capitalization", "Definitions", "Authority", "Disability", "Existence", "Records", "Construction", "Forfeitures", "Confidentiality", "Payments", "Subsidiaries", "Publicity", "Vacations", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.", "references": ["Sanctions", "Authorizations", "Adjustments", "Organizations", "Litigations", "Modifications", "Positions", "Agreements", "Sales", "Change In Control", "Consents", "Confidentiality", "Compliance With Laws", "Entire Agreements", "Approvals", "Erisa", "Construction", "Duties", "Closings", "Terminations", "Binding Effects", "Venues", "Miscellaneous", "Powers", "Warranties", "Indemnifications", "Anti-Corruption Laws", "No Defaults", "Successors", "Brokers", "Severability"], "gold": ["Severability"]}
+{"input": "The Company will provide Employee and give Employee access to Confidential Information during the Term. Employee will hold all Confidential Information in a fiduciary capacity for the benefit of the Company. During the Term and at all times after termination of Employee\u2019s employment hereunder, Employee will: (a) not disclose any Confidential Information to any person or entity other than in the proper performance of his duties during the Term; (b) not use any Confidential Information except for the benefit of the Company; and (c) take all such precautions as may be reasonably necessary to prevent the disclosure to any third party of any of the Confidential Information.", "references": ["Defined Terms", "Duties", "Authority", "Successors", "Liens", "Anti-Corruption Laws", "Records", "Insurances", "Consents", "Specific Performance", "Representations", "Construction", "Effectiveness", "Existence", "Consent To Jurisdiction", "Subsidiaries", "Sales", "Benefits", "Financial Statements", "Enforceability", "Litigations", "Withholdings", "Agreements", "Interests", "Positions", "Amendments", "Vacations", "Participations", "Employment", "No Waivers", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Comply (i) with the requirements of all Laws (including the USA PATRIOT Act, the FCPA, the United Kingdom Bribery Act of 2010 and Sanctions) and (ii) with all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except, in each of (i) and (ii), if the failure to comply therewith would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect.", "references": ["Employment", "Tax Withholdings", "Survival", "Remedies", "Organizations", "Sanctions", "Cooperation", "Base Salary", "Litigations", "Authority", "Titles", "Disability", "Brokers", "Sales", "Interests", "Expenses", "Liens", "Payments", "Amendments", "No Waivers", "Indemnifications", "Enforceability", "Representations", "Taxes", "Successors", "Death", "Records", "No Conflicts", "No Defaults", "Jurisdictions", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Borrower, and each guarantor and endorser hereon waives grace, notice, notice of intent to accelerate, notice of default, protest, demand, presentment for payment and diligence in the collection of this Note, and in the filing of suit hereon, and agrees that his or its liability and the liability of his or its heirs, beneficiaries, successors and assigns for the payment hereof shall not be affected or impaired by any release or change in the security or by any increase, modification, renewal or extension of the indebtedness or its mode and time of payment. It is specifically agreed by the undersigned that the Lender shall have the right at all times to decline to make any such release or change in any security given to secure the payment hereof and to decline to make any such increase, modification, renewal or extension of the indebtedness or its mode and time of payment.", "references": ["Sanctions", "Confidentiality", "Use Of Proceeds", "Terms", "Disclosures", "Waiver Of Jury Trials", "Solvency", "Forfeitures", "Construction", "Payments", "Titles", "Records", "Entire Agreements", "Cooperation", "Successors", "Death", "Powers", "Definitions", "Vesting", "Modifications", "Amendments", "Applicable Laws", "Expenses", "Taxes", "Organizations", "Litigations", "Agreements", "Sales", "Non-Disparagement", "Intellectual Property", "Waivers"], "gold": ["Waivers"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section\u00a011.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Payments", "Participations", "Defined Terms", "Sanctions", "Records", "Sales", "No Conflicts", "Headings", "No Defaults", "Modifications", "Powers", "Closings", "Litigations", "Vesting", "Arbitration", "Organizations", "Enforceability", "Subsidiaries", "Books", "Taxes", "Duties", "Counterparts", "Costs", "Effective Dates", "Non-Disparagement", "Adjustments", "Forfeitures", "Use Of Proceeds", "Compliance With Laws", "Consent To Jurisdiction", "Survival"], "gold": ["Survival"]}
+{"input": "This Warrant Agreement and the Warrant Certificates constitute the entire agreement of the Company, the Warrant Agent and Warrant Holder with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Company, the Warrant Agent and the Warrant Holder with respect to the subject matter hereof.", "references": ["Consent To Jurisdiction", "Indemnifications", "Arbitration", "Subsidiaries", "Governing Laws", "Closings", "Binding Effects", "Agreements", "Erisa", "Approvals", "Positions", "Submission To Jurisdiction", "Benefits", "Death", "Construction", "Counterparts", "Litigations", "Anti-Corruption Laws", "Use Of Proceeds", "Representations", "Brokers", "Successors", "Capitalization", "Participations", "Books", "Amendments", "No Waivers", "Financial Statements", "Survival", "Enforcements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "In the performance of the Services, Contractor shall comply with and observe all applicable laws, regulations and orders of any proper authority having jurisdiction over the Services together with all Corporate Policies of EFRI in effect from time to time. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.", "references": ["Powers", "Tax Withholdings", "Integration", "Construction", "Terminations", "Adjustments", "Approvals", "Forfeitures", "Enforceability", "Amendments", "Closings", "Titles", "Jurisdictions", "Erisa", "Remedies", "Entire Agreements", "Disability", "Change In Control", "Defined Terms", "Books", "Submission To Jurisdiction", "Base Salary", "Costs", "Effectiveness", "Financial Statements", "Anti-Corruption Laws", "Publicity", "Agreements", "Venues", "No Waivers", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "No provisions of this Agreement or the Plan may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company, except as provided in Section\u00a08(a) of the Plan. No waiver by any party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.", "references": ["Venues", "Adjustments", "Closings", "Terms", "Applicable Laws", "Withholdings", "Remedies", "Severability", "Litigations", "Waiver Of Jury Trials", "Insurances", "Approvals", "Binding Effects", "Participations", "Further Assurances", "Death", "Compliance With Laws", "Payments", "Specific Performance", "Enforceability", "Solvency", "Warranties", "Effective Dates", "Benefits", "Successors", "Vacations", "Headings", "Notices", "General", "Liens", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Notwithstanding anything else in the Loan Documents to the contrary, Lender may, in its sole discretion, upon written notice to the Borrower Agent, release AG SPV as a Guarantor hereunder in the event that Lender reasonably determines that the status of AG SPV as a Guarantor hereunder could impair the bankruptcy remote nature of AG SPV from the other Obligors hereunder.", "references": ["Jurisdictions", "Disclosures", "Duties", "Submission To Jurisdiction", "Remedies", "Records", "Intellectual Property", "Existence", "Successors", "Financial Statements", "Adjustments", "Fees", "General", "Liens", "Arbitration", "Sanctions", "Confidentiality", "Transactions With Affiliates", "Authority", "Assigns", "Qualifications", "Change In Control", "Representations", "Solvency", "Withholdings", "Brokers", "No Waivers", "Warranties", "Benefits", "Litigations", "Releases"], "gold": ["Releases"]}
+{"input": "All pronouns, whether in masculine, feminine or neuter form, shall be deemed to refer to the object of such pronoun whether same is masculine, feminine or neuter in gender, as the context may suggest or require. All terms used herein, whether or not defined herein and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require.", "references": ["Liens", "Taxes", "Notices", "Modifications", "Books", "Publicity", "Costs", "Financial Statements", "Enforcements", "Benefits", "Erisa", "No Conflicts", "Anti-Corruption Laws", "Confidentiality", "Non-Disparagement", "Releases", "Severability", "No Defaults", "Effective Dates", "Tax Withholdings", "Forfeitures", "Expenses", "Vacations", "Base Salary", "Terms", "Organizations", "Venues", "Existence", "Consents", "Waiver Of Jury Trials", "Construction"], "gold": ["Construction"]}
+{"input": "This Agreement shall be effective as of the Effective Date, and shall continue in effect until terminated pursuant to Section 9.2 (such effective period, the \u201c Term \u201d).", "references": ["Warranties", "Death", "Positions", "Waivers", "Releases", "Employment", "Litigations", "Anti-Corruption Laws", "Headings", "Titles", "Capitalization", "Effectiveness", "Venues", "Benefits", "Base Salary", "Assigns", "Sanctions", "Books", "Interests", "Forfeitures", "Indemnifications", "Change In Control", "Assignments", "Fees", "Disability", "Integration", "Entire Agreements", "No Waivers", "Subsidiaries", "Withholdings", "Terms"], "gold": ["Terms"]}
+{"input": "This Fourth Supplemental Indenture shall be operative and effective as of the date hereof.", "references": ["Representations", "Modifications", "Solvency", "Assigns", "Interests", "Expenses", "Terminations", "Enforcements", "Approvals", "Adjustments", "Defined Terms", "Further Assurances", "Amendments", "Entire Agreements", "Participations", "Indemnity", "Organizations", "Survival", "Venues", "Forfeitures", "Positions", "Indemnifications", "Agreements", "Warranties", "Qualifications", "Records", "Consents", "Sales", "Tax Withholdings", "Arbitration", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Award Date, payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised, (iii) withholding of Shares from the Option based on the Fair Market Value of the Shares on the date the Option is exercised, (iv)\u00a0broker-assisted market sales, or (v) any other \u201ccashless exercise\u201d arrangement.", "references": ["Compliance With Laws", "Duties", "Publicity", "Enforceability", "Indemnifications", "Specific Performance", "Solvency", "General", "Costs", "Change In Control", "Taxes", "Death", "Agreements", "Financial Statements", "No Waivers", "Warranties", "Vesting", "Binding Effects", "Defined Terms", "Disability", "Successors", "Withholdings", "Consents", "Disclosures", "Remedies", "Participations", "Positions", "Entire Agreements", "Records", "Arbitration", "Payments"], "gold": ["Payments"]}
+{"input": "The Company and the Executive have entered into a Severance Agreement (\u201cSeverance Agreement\u201d) dated June\u00a030, 2008, providing for certain compensation and benefits during and after employment (including severance benefits) if a change in control of the Company occurs. This Agreement shall not affect the Executive\u2019s rights or obligation under the Severance Agreement and, as long as the Severance Agreement is not in effect, the Severance Agreement shall not affect this Agreement or the Executive\u2019s rights or obligations under this Agreement. As provided in the Severance Agreement, if the Severance Agreement becomes effective due to a change in control, the Severance Agreement shall supersede this Agreement.", "references": ["Vacations", "Organizations", "Enforceability", "Indemnity", "Death", "Entire Agreements", "Solvency", "Effectiveness", "Fees", "Binding Effects", "Titles", "Releases", "Costs", "Litigations", "Publicity", "Participations", "Integration", "Withholdings", "Assigns", "Payments", "Warranties", "Expenses", "Sales", "Duties", "Assignments", "Taxes", "Existence", "Insurances", "Capitalization", "No Waivers", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Since March31, 2016, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \u201cSEC Reports\u201d) on a timely basis or has qualified for a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not currently, and has not been in the prior 12 months, an issuer subject to paragraph (i) of Rule 144. The Company expects to timely file its Annual Report on Form 10-K for the fiscal year ended March 31, 2018. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201cGAAP\u201d), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Counterparts", "Successors", "Vacations", "Integration", "Construction", "Employment", "Withholdings", "Change In Control", "Amendments", "Miscellaneous", "Compliance With Laws", "Terms", "Arbitration", "Expenses", "Vesting", "No Defaults", "Benefits", "Assignments", "Remedies", "Submission To Jurisdiction", "Duties", "Interests", "Terminations", "Erisa", "Tax Withholdings", "Cooperation", "Titles", "Death", "Sanctions", "Warranties", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to the Loan Party or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b) transactions between or among the Loan Party and any Subsidiary that is a Loan Party not involving any other Affiliate (or solely among any Subsidiaries which are not Loan Parties), (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of reasonable fees to directors of Holdings or any Subsidiary who are not employees of Holdings or any Subsidiary, and compensation and benefit arrangements (including reasonable and customary expense advancements) paid to, and indemnities provided for the benefit of, directors, officers or employees of Holdings or its Subsidiaries in the ordinary course of business and (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, equity incentive and employee benefit plans approved by Holdings\u2019 board of directors.", "references": ["Books", "Interests", "Payments", "Notices", "Fees", "Organizations", "Non-Disparagement", "Interpretations", "Waiver Of Jury Trials", "Disclosures", "Assignments", "Enforcements", "Subsidiaries", "Modifications", "Assigns", "Authority", "Adjustments", "Survival", "Capitalization", "Indemnity", "Duties", "Headings", "Governing Laws", "Arbitration", "Confidentiality", "Waivers", "Further Assurances", "No Waivers", "Forfeitures", "Tax Withholdings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The remedies provided for in this Article V are not exclusive and shall not limit any right or remedies which may otherwise be available to any indemnified person at law or in equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration or termination of this Agreement for a period of three years.", "references": ["Solvency", "Cooperation", "Indemnifications", "No Waivers", "Records", "Specific Performance", "Insurances", "Titles", "Adjustments", "Withholdings", "Powers", "Miscellaneous", "Employment", "Litigations", "Authority", "Survival", "Benefits", "Tax Withholdings", "Authorizations", "Counterparts", "Effective Dates", "Organizations", "Participations", "Liens", "Erisa", "Entire Agreements", "Qualifications", "Enforceability", "Use Of Proceeds", "Change In Control", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws thereof.", "references": ["Definitions", "Notices", "Change In Control", "Litigations", "Integration", "Closings", "Warranties", "Effective Dates", "Transactions With Affiliates", "Agreements", "Consent To Jurisdiction", "Powers", "Tax Withholdings", "Books", "Headings", "Benefits", "Forfeitures", "Indemnity", "Sales", "Adjustments", "Intellectual Property", "Brokers", "Financial Statements", "Arbitration", "Assignments", "Defined Terms", "Fees", "Participations", "Interests", "Successors", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Warrant is to be construed in accordance with and governed by the laws of the State of New York.", "references": ["Agreements", "Insurances", "Existence", "Authority", "Capitalization", "Closings", "Sales", "Enforcements", "Disability", "Waivers", "Integration", "Indemnifications", "Miscellaneous", "Survival", "Titles", "Construction", "Defined Terms", "Non-Disparagement", "Binding Effects", "Taxes", "Definitions", "Waiver Of Jury Trials", "Assigns", "Death", "Arbitration", "Applicable Laws", "Use Of Proceeds", "Benefits", "Interests", "Expenses", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date). To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by \u201cMaterial Adverse Effect\u201d or any other materiality qualifier, then the qualifier \u201cin all material respects\u201d contained in this Paragraph 5(d) shall not apply with respect to any such representations and warranties.", "references": ["Assigns", "Further Assurances", "Assignments", "Positions", "Interests", "Non-Disparagement", "Effective Dates", "No Conflicts", "No Waivers", "Disability", "Subsidiaries", "Death", "Terms", "Forfeitures", "Integration", "Amendments", "Sanctions", "Consents", "Approvals", "Expenses", "Construction", "Governing Laws", "Terminations", "Authority", "Base Salary", "Litigations", "Remedies", "Powers", "Organizations", "Indemnity", "Warranties"], "gold": ["Warranties"]}
+{"input": "Employee acknowledges that Employee has carefully read and fully understands the nature of this Agreement, that Employee has been advised to consult with an attorney of his choosing before executing this Agreement, that Employee has had the opportunity to consider this Agreement, and that all of Employee\u2019s questions concerning this Agreement have been answered to his satisfaction. Employee also agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement. The provisions of this Agreement together with the exhibits hereto set forth the entire agreement between Employee and Employer Group concerning Employee\u2019s severance pay and benefits and Employee\u2019s termination of employment. Any other contrary promises, written or oral, are replaced by this Agreement, and are no longer effective unless they are contained in this document or are expressly deemed to survive the cessation of Employee\u2019s employment with Employer Group in accordance with the terms of the written document in which they are contained. The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the State of California. Any action arising out of or relating to this Agreement shall be conducted before the Judicial Arbitration and Mediation Service (JAMS) before a single arbitrator. If the parties are unable to agree on an arbitrator, JAMS shall select the arbitrator. Arbitration shall be located in the County of Orange, State of California. This Agreement may be executed via facsimile and/or email, and in two or more counterparts, each of which taken together shall constitute one and the same instrument.", "references": ["Death", "Severability", "Books", "Disability", "Liens", "Qualifications", "Duties", "Warranties", "Amendments", "Definitions", "Vacations", "Sanctions", "Authorizations", "Use Of Proceeds", "Closings", "Publicity", "Fees", "Change In Control", "Terms", "Participations", "Enforcements", "Payments", "Subsidiaries", "Entire Agreements", "Modifications", "Cooperation", "Brokers", "Solvency", "Headings", "Defined Terms", "General"], "gold": ["General"]}
+{"input": "This Agreement shall terminate upon the termination of employment of the Executive; however, the following shall survive the termination of the Executive's employment and/or the expiration or termination of this Agreement, regardless of the reasons for such expiration or termination: Section 4 (\" Rights Upon a Change in Control/Termination of Employment \") and the corresponding Exhibit A (\" Waiver and Release \"),\u00a0Section 7 (\" Confidential Information \"), Section 8 (\" Non-Competition and Non-Solicitation of Customers, Clients and Employees \"), Section 10(a) (\" Defense of Claims \"), Section 10(b) (\" Non-Disparagement \"), Section 10(e) (\" Entire Agreement \"), Section 10(f) (\" Governing Law/Venue \"),\u00a0Section 10(i) (\" Specific Performance/Injunctive Relief \"), Section\u00a010(k) (\" Successors/Binding Agreement \"), and Section 10(1) (\" Notices \").", "references": ["Participations", "Venues", "Definitions", "Headings", "Effective Dates", "Miscellaneous", "Qualifications", "Capitalization", "Existence", "Sanctions", "Brokers", "Powers", "Severability", "Forfeitures", "Confidentiality", "Successors", "Authority", "Notices", "Consents", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Further Assurances", "Agreements", "Organizations", "Financial Statements", "Change In Control", "Withholdings", "Disability", "Titles", "Costs", "Survival"], "gold": ["Survival"]}
+{"input": "The Plan is incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement and the Plan 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 Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder\u2019s interest except by means of a writing signed by the Company and the Holder.", "references": ["Capitalization", "General", "Consents", "Records", "Definitions", "Waiver Of Jury Trials", "Publicity", "Benefits", "Remedies", "Duties", "Disability", "Further Assurances", "Interpretations", "Applicable Laws", "Agreements", "Terms", "Modifications", "Warranties", "Sanctions", "Survival", "Non-Disparagement", "Vacations", "Use Of Proceeds", "Releases", "Payments", "Financial Statements", "No Waivers", "Taxes", "Jurisdictions", "Specific Performance", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Executive understands and agrees that should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said invalid part, term or provision shall be deemed not a part of this Agreement.", "references": ["Consent To Jurisdiction", "Insurances", "General", "Authority", "Amendments", "Assigns", "No Conflicts", "Indemnifications", "Interests", "Confidentiality", "Terms", "Applicable Laws", "Sales", "Successors", "Death", "Disclosures", "Indemnity", "Closings", "Authorizations", "Representations", "Liens", "Solvency", "Modifications", "Vesting", "Fees", "Counterparts", "Venues", "Non-Disparagement", "Defined Terms", "Financial Statements", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may not be assigned by either party without the other party\u2019s prior written consent.", "references": ["Vesting", "Sales", "Remedies", "Approvals", "Expenses", "Venues", "Brokers", "Erisa", "Cooperation", "Defined Terms", "Books", "Arbitration", "Tax Withholdings", "Adjustments", "Successors", "Releases", "Liens", "Anti-Corruption Laws", "Non-Disparagement", "Agreements", "Intellectual Property", "Authority", "Organizations", "Counterparts", "Submission To Jurisdiction", "Vacations", "Specific Performance", "Records", "Binding Effects", "Jurisdictions", "Assignments"], "gold": ["Assignments"]}
+{"input": "Subject to Section 8 below, at the Closing, the Company shall reimburse Cavalry Fund I LP (\u201c Cavalry \u201d) or its designee(s) for all costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents (including all legal fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence in connection therewith), which amount may be withheld by such Buyer from its Purchase Price at the Closing to the extent not previously reimbursed by the Company. Notwithstanding the foregoing, in no event will the costs and expenses of Cavalry reimbursed by the Company pursuant to this Section 4(f) exceed $15,000.00 with respect to the Closing without the prior approval of the Company. The Company shall be responsible for the payment of any placement agent\u2019s fees, financial advisory fees, or broker\u2019s commissions relating to or arising out of the transactions contemplated hereby but only to the extent that the Company has agreed with any such party to pay such fees. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney\u2019s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.", "references": ["Venues", "Warranties", "Titles", "Base Salary", "Costs", "Subsidiaries", "Benefits", "Intellectual Property", "Authorizations", "Disclosures", "Indemnifications", "Notices", "Employment", "Adjustments", "Confidentiality", "No Conflicts", "Counterparts", "Indemnity", "Applicable Laws", "Non-Disparagement", "Duties", "Terms", "Miscellaneous", "Records", "Qualifications", "Powers", "Use Of Proceeds", "Disability", "No Defaults", "Capitalization", "Fees"], "gold": ["Fees"]}
+{"input": "The initial term of the Master Lease for the Subject Property commenced on the date hereof and expires on [ insert pool-specific expiration date ]. Master Lessee may extend the term of the Master Lease for the Subject Property for an initial renewal term of _____ (__) years and an additional renewal term of _____ (__), subject to the terms and conditions set forth in the Master Lease.", "references": ["Submission To Jurisdiction", "Headings", "Base Salary", "Arbitration", "Modifications", "Costs", "Qualifications", "Transactions With Affiliates", "Authorizations", "Participations", "Severability", "Integration", "Financial Statements", "Change In Control", "Remedies", "Assignments", "Releases", "Venues", "Compliance With Laws", "General", "Vesting", "Subsidiaries", "Brokers", "Death", "Payments", "Assigns", "Taxes", "Forfeitures", "Survival", "Indemnity", "Terms"], "gold": ["Terms"]}
+{"input": "Each party to this Agreement acknowledges that it has had the opportunity to be represented by counsel in the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby. Accordingly, any rule of law, including, but not limited to, the doctrine of contra proferentem , or any legal decision which would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties.", "references": ["Expenses", "Interests", "Assigns", "Terminations", "Indemnity", "Amendments", "Sanctions", "Withholdings", "Disclosures", "Change In Control", "Costs", "Agreements", "Employment", "Litigations", "Enforceability", "Titles", "Records", "Arbitration", "Use Of Proceeds", "Binding Effects", "Waivers", "Vesting", "Sales", "Tax Withholdings", "Non-Disparagement", "Payments", "Governing Laws", "Confidentiality", "Vacations", "No Waivers", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Guaranty Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Guaranty Agreement to produce or account for more than one such counterpart executed by the Guarantors against whom enforcement is sought. Without limiting the foregoing provisions of this Section 21 , the provisions of Section 10.10 of the Credit Agreement shall be applicable to this Guaranty Agreement.", "references": ["Records", "Waivers", "Books", "Representations", "Miscellaneous", "Interpretations", "Death", "Sales", "Authority", "Positions", "Tax Withholdings", "Costs", "Assignments", "Powers", "Definitions", "Closings", "Governing Laws", "Effectiveness", "Liens", "General", "Capitalization", "Anti-Corruption Laws", "Participations", "Consent To Jurisdiction", "Organizations", "Warranties", "Financial Statements", "Titles", "Construction", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower shall duly and punctually pay Capital,\u00a0Interest, Fees and all other amounts payable by the Borrower hereunder in accordance with the terms of this Agreement.", "references": ["Subsidiaries", "Qualifications", "General", "Capitalization", "Transactions With Affiliates", "Terms", "Participations", "Records", "Cooperation", "Authority", "Positions", "Effective Dates", "Disclosures", "Benefits", "Erisa", "Vesting", "Representations", "Successors", "Duties", "Expenses", "Construction", "Books", "No Waivers", "Publicity", "Litigations", "Organizations", "Authorizations", "Agreements", "Taxes", "Submission To Jurisdiction", "Interests"], "gold": ["Interests"]}
+{"input": "The titles of the several Articles and Sections contained herein are for convenience only and shall not be considered in construing this Lease.", "references": ["Submission To Jurisdiction", "Subsidiaries", "Compliance With Laws", "Enforcements", "Interests", "Change In Control", "Anti-Corruption Laws", "Modifications", "Death", "Jurisdictions", "Confidentiality", "Applicable Laws", "Further Assurances", "Records", "Authority", "Arbitration", "Vacations", "Representations", "Taxes", "No Defaults", "Governing Laws", "Counterparts", "Brokers", "Assignments", "Enforceability", "Effective Dates", "Amendments", "Agreements", "No Waivers", "Costs", "Headings"], "gold": ["Headings"]}
+{"input": "All notices, requests and demands to or upon the Purchasers or any Guarantor hereunder shall be effected in the manner provided for in the Purchase Agreement, provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule A of the Security Agreement, and if not listed thereon, than in the manner set forth in the Purchase Agreement.", "references": ["Books", "Positions", "Authorizations", "Intellectual Property", "Capitalization", "Terminations", "Severability", "No Waivers", "Confidentiality", "Liens", "Powers", "Duties", "Tax Withholdings", "Publicity", "Financial Statements", "Assigns", "Insurances", "Waivers", "Governing Laws", "Agreements", "Disclosures", "Expenses", "Forfeitures", "No Defaults", "Modifications", "Use Of Proceeds", "Qualifications", "Withholdings", "No Conflicts", "Base Salary", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic mail (in \u201c.pdf\u201d or similar format) shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Publicity", "Defined Terms", "Effective Dates", "Survival", "Capitalization", "Adjustments", "Positions", "Death", "Use Of Proceeds", "No Defaults", "Successors", "Powers", "Confidentiality", "Definitions", "Books", "Submission To Jurisdiction", "Jurisdictions", "Sanctions", "Solvency", "Anti-Corruption Laws", "Agreements", "Severability", "Terminations", "Remedies", "Modifications", "Tax Withholdings", "Representations", "Disclosures", "Payments", "Notices", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Section 12.5 of the Collaboration Agreement is hereby incorporated by reference into this Agreement.", "references": ["Notices", "Severability", "Headings", "Tax Withholdings", "Employment", "Benefits", "Participations", "Solvency", "Expenses", "Governing Laws", "Powers", "Financial Statements", "Base Salary", "Existence", "Books", "Waivers", "Enforcements", "No Waivers", "Remedies", "Terminations", "Enforceability", "Positions", "Fees", "Effectiveness", "Consent To Jurisdiction", "Indemnifications", "Duties", "Counterparts", "Capitalization", "Applicable Laws", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "In the case of the Disability of a Participant prior to the commencement of distribution of the Participant\u2019s Account balance, the Participant\u2019s Account balance shall be distributed to the Participant in a lump sum as soon as administratively possible (and in no event later than 90 days) after it has been determined by the Committee that the Participant suffers from a Disability. The value of the Participant\u2019s Account shall be determined as of the date on which it has been determined by the Committee that the Participant suffers from a Disability.", "references": ["Authority", "Positions", "Approvals", "Assigns", "Cooperation", "Sales", "Construction", "Terms", "Tax Withholdings", "Enforceability", "Warranties", "Effective Dates", "No Waivers", "Expenses", "Participations", "Survival", "Arbitration", "Severability", "Capitalization", "Death", "Indemnity", "Notices", "Successors", "Employment", "Anti-Corruption Laws", "Enforcements", "Waivers", "Remedies", "Adjustments", "Publicity", "Disability"], "gold": ["Disability"]}
+{"input": "All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. Originator additionally expressly waives all notice of the acceptance by any Senior Interest Holder of the subordination and other provisions of this Subordinated Note and expressly waives reliance by any Senior Interest Holder upon the subordination and other provisions herein provided.", "references": ["Applicable Laws", "Authority", "Titles", "Modifications", "Insurances", "Powers", "Use Of Proceeds", "Participations", "Duties", "Organizations", "Severability", "Approvals", "Specific Performance", "Records", "Vesting", "Submission To Jurisdiction", "Indemnifications", "Assignments", "Compliance With Laws", "Costs", "Expenses", "Sanctions", "Indemnity", "Amendments", "Benefits", "Brokers", "Positions", "Binding Effects", "Base Salary", "Representations", "Waivers"], "gold": ["Waivers"]}
+{"input": "The execution, delivery and performance of this Amendment and any agreements executed and delivered in connection herewith and the transactions contemplated hereby and thereby (i)\u00a0are within the authority of Borrower and Guarantor, (ii)\u00a0have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantor, (iii)\u00a0do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule\u00a0or regulation to which any of the Borrower or Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or Guarantor, (iv)\u00a0do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or Guarantor or any of their respective properties or to which any of the Borrower or Guarantor is subject, and (v)\u00a0do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or Guarantor.", "references": ["Capitalization", "Insurances", "Tax Withholdings", "Remedies", "Indemnity", "Headings", "Arbitration", "Participations", "Sales", "Financial Statements", "Consent To Jurisdiction", "Venues", "Terminations", "Brokers", "Defined Terms", "Successors", "Use Of Proceeds", "Vacations", "Transactions With Affiliates", "Base Salary", "Further Assurances", "Disability", "Titles", "Intellectual Property", "Books", "Assignments", "Benefits", "Indemnifications", "Expenses", "Agreements", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Effective as of the Effective Date, Assignor hereby assigns to Assignee all of its right, title and interest in, and all of its obligations under , the \u00a0 Pledge Agreement , subject to all of the terms, covenants, conditions and provisions of the Pledge Agreement \u00a0 (the \u201c Assignment \u201d).", "references": ["Transactions With Affiliates", "Approvals", "Terminations", "Employment", "General", "Solvency", "Severability", "Expenses", "Specific Performance", "Counterparts", "No Conflicts", "Waiver Of Jury Trials", "Remedies", "Fees", "Confidentiality", "Consent To Jurisdiction", "Entire Agreements", "Authorizations", "Warranties", "Financial Statements", "Titles", "Qualifications", "Positions", "Effectiveness", "Releases", "Vacations", "Benefits", "Base Salary", "Disability", "Payments", "Assignments"], "gold": ["Assignments"]}
+{"input": "Employee acknowledges and agrees that he is still bound by the Company\u2019s Employee Confidentiality and Inventions Assignment Agreement. Employee and the Company agree that this Agreement and any and all matters concerning Employee\u2019s separation from the Company will be maintained in confidence and will not be disclosed to any person or entity. Employee further agrees that any and all of the Company\u2019s confidential information will be maintained in confidence and will not be disclosed to any person or entity. Notwithstanding the foregoing, Employee may reveal the relevant terms of this Agreement to his spouse, tax advisor, and/or an attorney with whom Employee chooses to consult regarding Employee\u2019s consideration of this Agreement, or as may be required by any governmental agency.", "references": ["Entire Agreements", "Expenses", "Notices", "General", "Fees", "Benefits", "Litigations", "Brokers", "Taxes", "Disability", "Existence", "Transactions With Affiliates", "Effective Dates", "Integration", "Amendments", "Participations", "Terminations", "Venues", "Sales", "No Defaults", "Assignments", "Terms", "Subsidiaries", "Representations", "Governing Laws", "Remedies", "Consent To Jurisdiction", "Compliance With Laws", "Construction", "Costs", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement may be executed in two (2) or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by email or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Interests", "Intellectual Property", "Capitalization", "Releases", "Participations", "Costs", "Withholdings", "Compliance With Laws", "Subsidiaries", "Governing Laws", "Terms", "Terminations", "Agreements", "Assigns", "Miscellaneous", "Severability", "Confidentiality", "Books", "Headings", "Definitions", "Defined Terms", "Anti-Corruption Laws", "Arbitration", "Organizations", "Consent To Jurisdiction", "Authority", "Enforcements", "Litigations", "Fees", "Modifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. No provision of this Agreement may be waived except pursuant to a writing executed by the waiving Party.", "references": ["Remedies", "Modifications", "Liens", "Survival", "Tax Withholdings", "Adjustments", "Severability", "Non-Disparagement", "Approvals", "Organizations", "Forfeitures", "Withholdings", "Taxes", "Compliance With Laws", "Benefits", "Titles", "Enforcements", "Effective Dates", "Headings", "Submission To Jurisdiction", "Consent To Jurisdiction", "Authorizations", "Capitalization", "Confidentiality", "Enforceability", "Disclosures", "Successors", "Death", "Warranties", "Costs", "Waivers"], "gold": ["Waivers"]}
+{"input": "The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement and the Prospectus under the caption \u201cDescription of Capital Stock\u201d (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement and the Prospectus, or pursuant to the exercise of convertible securities, options or warrants referred to in the Registration Statement and the Prospectus).\u00a0 The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable.\u00a0 None of the outstanding shares of capital stock of the Company or any of its subsidiaries were issued in violation of the preemptive or other similar rights of any securityholder of the Company.", "references": ["Headings", "Authorizations", "Sanctions", "Litigations", "Effectiveness", "Remedies", "Compliance With Laws", "Titles", "Benefits", "Change In Control", "Waiver Of Jury Trials", "Arbitration", "Survival", "Terminations", "Amendments", "Construction", "Approvals", "Records", "No Waivers", "No Defaults", "Anti-Corruption Laws", "Cooperation", "Use Of Proceeds", "Expenses", "Non-Disparagement", "Employment", "Entire Agreements", "Vesting", "Death", "Costs", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500 (or, if the assigning Lender is a Defaulting Lender, $7,500) for each assignment (which fee the Administrative Agent may, in its sole discretion, elect to waive), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.\u00a0\u00a0If requested by the transferor Lender or the assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the assignee and such transferor Lender, as appropriate.", "references": ["Indemnity", "Use Of Proceeds", "Assigns", "Notices", "Construction", "Duties", "Approvals", "Miscellaneous", "Interpretations", "Authorizations", "Costs", "Erisa", "Binding Effects", "Successors", "Authority", "Tax Withholdings", "Remedies", "Vacations", "Venues", "Confidentiality", "Specific Performance", "Publicity", "Further Assurances", "Amendments", "Payments", "Liens", "Enforceability", "Severability", "Cooperation", "Qualifications", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.", "references": ["Cooperation", "Qualifications", "Indemnity", "Terms", "Use Of Proceeds", "Further Assurances", "Remedies", "Closings", "Venues", "Disclosures", "Confidentiality", "Governing Laws", "Effective Dates", "Enforcements", "Anti-Corruption Laws", "Construction", "Consent To Jurisdiction", "Modifications", "Amendments", "Litigations", "Releases", "Integration", "No Waivers", "Capitalization", "Subsidiaries", "Miscellaneous", "Submission To Jurisdiction", "Jurisdictions", "Headings", "Vacations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Fees reflected in this Agreement do not include taxes. Neither Party is liable for any taxes the other Party or its Affiliates are legally obligated to pay (or for any penalties or interest thereon) and which relate to any transactions contemplated under this Agreement. Each Party will pay any sales, use or value added taxes (and any penalties or interest thereon) it and its Affiliates owe due to entering into this Agreement or otherwise arising from the transactions contemplated by this Agreement, and which the law requires be collected from or paid by such Party or Affiliate. The Parties will not collect taxes covered by a valid exemption certificate provided by the other or its Affiliates. If the law requires that taxes be withheld from any payments from one Party to the other, such amounts will be withheld and paid to the appropriate taxing authority. The Party that withholds such taxes will deliver to the other an official receipt for all taxes withheld. The Parties and their Affiliates will use reasonable efforts to minimize any taxes withheld to the extent allowed by law. Despite any other provision in this Agreement, this section governs the treatment of all taxes relating to this Agreement.", "references": ["Authority", "Transactions With Affiliates", "Authorizations", "Sales", "Amendments", "Positions", "Entire Agreements", "Enforceability", "Venues", "Forfeitures", "Applicable Laws", "Intellectual Property", "Books", "Jurisdictions", "Consents", "Vacations", "Brokers", "Remedies", "Further Assurances", "Powers", "Titles", "Interpretations", "Death", "Approvals", "Indemnifications", "Waiver Of Jury Trials", "Existence", "Successors", "Expenses", "Insurances", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement, the Notes, the Note Purchase Agreement and the other Transaction Documents contain the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements and understandings with respect thereto.", "references": ["Use Of Proceeds", "Duties", "Indemnity", "Successors", "Intellectual Property", "Base Salary", "Adjustments", "Enforcements", "Sanctions", "Modifications", "Notices", "Powers", "Counterparts", "Miscellaneous", "Books", "Erisa", "Insurances", "Arbitration", "Death", "Terminations", "Severability", "Further Assurances", "Liens", "No Waivers", "Agreements", "Venues", "Brokers", "Withholdings", "Benefits", "Expenses", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Borrower hereby affirms its obligation under the Credit Agreement to reimburse the Administrative Agent, the Collateral Agent and the Lenders for all reasonable and documented out of pocket costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Waiver and Third Amendment, including but not limited to all Attorney Costs.", "references": ["Governing Laws", "Taxes", "Transactions With Affiliates", "Warranties", "Definitions", "No Conflicts", "Litigations", "Enforcements", "Costs", "Confidentiality", "Insurances", "Jurisdictions", "Submission To Jurisdiction", "Records", "Approvals", "Tax Withholdings", "Disability", "No Defaults", "Assignments", "Brokers", "Specific Performance", "Defined Terms", "Closings", "Organizations", "Compliance With Laws", "Death", "Participations", "Arbitration", "Modifications", "Cooperation", "Fees"], "gold": ["Fees"]}
+{"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.", "references": ["Construction", "Terminations", "Authorizations", "Defined Terms", "Binding Effects", "Disability", "General", "Transactions With Affiliates", "Intellectual Property", "Withholdings", "Assigns", "Approvals", "Confidentiality", "Non-Disparagement", "Base Salary", "Warranties", "Costs", "Participations", "Capitalization", "Indemnity", "Records", "Sales", "Waivers", "Consent To Jurisdiction", "Integration", "Definitions", "Anti-Corruption Laws", "Titles", "Death", "Vacations", "Consents"], "gold": ["Consents"]}
+{"input": "This section 2 (Indemnification) shall continue in full force and effect for a period of five (5) years after the closing of the said Rescission Agreement.", "references": ["Enforceability", "Adjustments", "Non-Disparagement", "Liens", "Employment", "Representations", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Agreements", "Miscellaneous", "Disability", "Assignments", "Qualifications", "Solvency", "Anti-Corruption Laws", "Taxes", "Expenses", "Insurances", "Books", "Indemnifications", "Authority", "Tax Withholdings", "Releases", "Transactions With Affiliates", "Vesting", "Publicity", "Payments", "Fees", "Successors", "Governing Laws", "Survival"], "gold": ["Survival"]}
+{"input": "Executive will retain all of his existing rights to indemnification (including advancement of expenses) and D&O insurance coverage following the Termination Date under Paragraph 16 of the Employment Agreement and under the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Employer, including advancement or payments of Executive\u2019s expenses (including his attorney\u2019s fees) in connection therewith.", "references": ["Sales", "Enforcements", "Warranties", "Submission To Jurisdiction", "Approvals", "Miscellaneous", "Venues", "Enforceability", "Employment", "Anti-Corruption Laws", "Survival", "Releases", "Arbitration", "Vesting", "Notices", "Specific Performance", "Change In Control", "Subsidiaries", "Effectiveness", "Powers", "Governing Laws", "Base Salary", "Titles", "Withholdings", "Litigations", "Solvency", "Representations", "Participations", "Benefits", "Closings", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement is made and entered into in the State of New Jersey, and shall in all respects be interpreted, enforced, and governed by and continued and enforced in accordance with the internal substantive laws (and not the laws of choice of laws) of the State of New Jersey applicable to contracts entered into and to be performed in New Jersey.", "references": ["Change In Control", "Qualifications", "Definitions", "Forfeitures", "Entire Agreements", "Employment", "Anti-Corruption Laws", "Insurances", "Interpretations", "Litigations", "Enforcements", "Notices", "Terminations", "Terms", "Expenses", "Tax Withholdings", "Survival", "Indemnifications", "Disability", "Submission To Jurisdiction", "Participations", "Vesting", "Specific Performance", "Miscellaneous", "Counterparts", "Enforceability", "Withholdings", "Waivers", "Benefits", "Powers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The headings of this Third Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.", "references": ["Use Of Proceeds", "Indemnity", "Confidentiality", "Publicity", "Withholdings", "Sanctions", "Closings", "Powers", "Records", "Applicable Laws", "Litigations", "Notices", "Brokers", "Benefits", "Enforcements", "Participations", "Miscellaneous", "Vesting", "Transactions With Affiliates", "Capitalization", "Death", "Positions", "Non-Disparagement", "Representations", "No Conflicts", "Construction", "Assigns", "Terms", "Compliance With Laws", "Approvals", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted successors, assigns, heirs, beneficiaries and representatives. This Agreement is personal to the Awardee and may not be assigned by the Awardee without the prior written consent of the Company. Any attempted assignment in violation of this Section\u00a0shall be null and void.", "references": ["Indemnifications", "Change In Control", "Approvals", "Benefits", "Records", "Survival", "Intellectual Property", "Enforceability", "Insurances", "Counterparts", "Construction", "Modifications", "Taxes", "Representations", "Applicable Laws", "Participations", "Cooperation", "Financial Statements", "Qualifications", "Death", "Sanctions", "Disclosures", "Submission To Jurisdiction", "Jurisdictions", "Headings", "General", "Further Assurances", "Withholdings", "Consent To Jurisdiction", "Terms", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement constitutes the entire agreement of each of the Subordinated Parties, Agent and each of the Lenders with respect to the matters set forth herein and supersedes any prior agreements, commitments, draft, communications, discussions and understandings, oral or written, with respect thereto.", "references": ["Effective Dates", "Modifications", "Approvals", "Notices", "Agreements", "Transactions With Affiliates", "Base Salary", "Liens", "Consent To Jurisdiction", "Forfeitures", "Positions", "Definitions", "Duties", "Further Assurances", "Representations", "Releases", "Payments", "Disclosures", "Qualifications", "Enforcements", "Submission To Jurisdiction", "Subsidiaries", "Financial Statements", "No Waivers", "Remedies", "Interpretations", "Closings", "Tax Withholdings", "Waiver Of Jury Trials", "Binding Effects", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Employer or its successor may withhold from any amounts payable to a Covered Executive under the Plan all taxes it is required to withhold pursuant to any applicable law or regulation.", "references": ["Titles", "Authority", "Successors", "General", "Transactions With Affiliates", "Indemnity", "No Waivers", "Further Assurances", "Consent To Jurisdiction", "Waivers", "Tax Withholdings", "Notices", "Governing Laws", "Entire Agreements", "Closings", "Defined Terms", "Withholdings", "Brokers", "Confidentiality", "Benefits", "Subsidiaries", "Death", "Terms", "Liens", "Insurances", "Jurisdictions", "Compliance With Laws", "Payments", "Adjustments", "Submission To Jurisdiction", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York; provided , that (a)\u00a0the interpretation of Target Material Adverse Effect and whether a Target Material Adverse Effect has occurred, (b)\u00a0the accuracy of any Alere Acquisition Agreement Representation and whether as a result of a breach thereof the Borrower (or any of its Subsidiaries) has the right (taking into account any applicable cure provisions) to terminate its (or their) obligations under the Alere Acquisition Agreement, or to decline to consummate the Alere Acquisition pursuant to the Alere Acquisition Agreement and (c)\u00a0whether the Alere Acquisition has been consummated in accordance with the Alere Acquisition Agreement, shall be governed and construed in accordance with the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.", "references": ["Indemnifications", "Construction", "Books", "Cooperation", "Existence", "Disability", "Litigations", "Agreements", "Defined Terms", "No Conflicts", "Terminations", "Survival", "Subsidiaries", "Counterparts", "Enforcements", "Remedies", "Benefits", "Compliance With Laws", "Authorizations", "Titles", "General", "No Waivers", "Non-Disparagement", "Waivers", "Venues", "Vesting", "Confidentiality", "Waiver Of Jury Trials", "Miscellaneous", "Transactions With Affiliates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No terms or conditions of this Settlement Agreement will be varied or modified by any prior or subsequent statement, conduct or act of either Party, except that the Parties may supplement, amend, or modify this Settlement Agreement by a subsequent written agreement executed by the Parties through their authorized representatives.", "references": ["Powers", "Authorizations", "Sanctions", "Terminations", "Brokers", "Litigations", "Integration", "Adjustments", "Titles", "Defined Terms", "Headings", "Payments", "Specific Performance", "Survival", "Consent To Jurisdiction", "Solvency", "Confidentiality", "Forfeitures", "Arbitration", "Indemnity", "Duties", "Participations", "Publicity", "General", "Waiver Of Jury Trials", "Definitions", "Assigns", "Benefits", "Interpretations", "Vesting", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed under Section\u00a011.03 , but without limiting the obligations of the Borrowers under Section\u00a011.03 ) ratably in accordance with the aggregate principal amount of the Loans and Letter of Credit Liabilities held by the Lenders (or, if no Loans or Letter of Credit Liabilities are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document, any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that the Borrowers are obligated to pay under Section\u00a011.03 , but excluding, unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the party to be indemnified as, and to the extent, determined by a court of competent jurisdiction in a final, non-appealable judgment.", "references": ["Duties", "Sanctions", "Positions", "Erisa", "Jurisdictions", "Construction", "Vacations", "Arbitration", "Severability", "Fees", "Terms", "Warranties", "Entire Agreements", "Remedies", "Specific Performance", "Counterparts", "Binding Effects", "Intellectual Property", "Authorizations", "Disability", "Miscellaneous", "Payments", "Terminations", "Transactions With Affiliates", "Applicable Laws", "Insurances", "Non-Disparagement", "Titles", "Solvency", "Survival", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Executive shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive\u2019s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis at a rate equivalent to the hourly rate of the Executive\u2019s last annual Base Salary (as defined in the Employment Agreement) calculated using a forty (40)\u00a0hour week over fifty-two (52)\u00a0weeks for requested litigation and regulatory cooperation that occurs after her termination of employment, and reimburse Executive for all costs and expenses incurred in connection with her performance under this Section\u00a05, including, but not limited to, reasonable attorneys\u2019 fees and costs.", "references": ["Confidentiality", "Consent To Jurisdiction", "Venues", "Terms", "Tax Withholdings", "Insurances", "Publicity", "Successors", "Approvals", "Cooperation", "Consents", "Remedies", "Base Salary", "Death", "Fees", "Closings", "Construction", "Counterparts", "Terminations", "Miscellaneous", "Intellectual Property", "Specific Performance", "Powers", "Representations", "Arbitration", "Erisa", "Change In Control", "Organizations", "Governing Laws", "Liens", "Litigations"], "gold": ["Litigations"]}
+{"input": "All computations of interest for ABR Loans when the ABR is determined by reference to the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day). All computations of interest for Eurocurrency Rate Loans denominated in Australian Dollars, Canadian Dollars, Pounds Sterling, or Singapore Dollars, shall be computed on the basis of a year of three hundred sixty-five (365) days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (including the first day but excluding the last day) (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is repaid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. Any change in the interest rate on a Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall promptly notify the Borrower or the applicable Designated Borrower, as applicable, and the relevant Lenders of the effective date and the amount of each such change in interest rate.", "references": ["Closings", "Successors", "Vesting", "Agreements", "Costs", "Qualifications", "Representations", "Remedies", "Change In Control", "Jurisdictions", "Approvals", "Assigns", "Definitions", "Indemnity", "Effective Dates", "Authority", "Further Assurances", "Venues", "General", "Powers", "Transactions With Affiliates", "Entire Agreements", "Enforcements", "Disability", "Authorizations", "Withholdings", "Waivers", "Insurances", "Terms", "Specific Performance", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement, the Plan and the other documents referred to herein constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and supersede all prior agreements and understandings, written and oral, with respect thereto.", "references": ["Costs", "Notices", "No Waivers", "Effectiveness", "Integration", "Cooperation", "Liens", "Governing Laws", "Sanctions", "Death", "Brokers", "Indemnifications", "Vacations", "Construction", "Authority", "Compliance With Laws", "Existence", "Qualifications", "Jurisdictions", "Amendments", "Approvals", "Submission To Jurisdiction", "Base Salary", "Specific Performance", "Severability", "Solvency", "Remedies", "Venues", "Expenses", "Binding Effects", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and with all Applicable Environmental Laws.", "references": ["Jurisdictions", "Representations", "Assignments", "Duties", "Counterparts", "Positions", "Litigations", "Subsidiaries", "Waivers", "Anti-Corruption Laws", "Survival", "Releases", "Titles", "Vesting", "Costs", "Specific Performance", "Participations", "Governing Laws", "Base Salary", "Defined Terms", "Tax Withholdings", "Terminations", "Modifications", "Financial Statements", "Interests", "No Defaults", "Effectiveness", "Applicable Laws", "No Conflicts", "Enforceability", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "All payments required to be made by the Company to the Executive will be subject to tax and other legally required withholdings.", "references": ["Defined Terms", "Employment", "Erisa", "Effective Dates", "Records", "Further Assurances", "Venues", "Waiver Of Jury Trials", "Approvals", "Vacations", "Miscellaneous", "Notices", "Consent To Jurisdiction", "Sanctions", "Forfeitures", "Headings", "Closings", "Submission To Jurisdiction", "Existence", "Amendments", "Non-Disparagement", "Compliance With Laws", "Disability", "Jurisdictions", "No Waivers", "Financial Statements", "Counterparts", "General", "Titles", "Governing Laws", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Notwithstanding any other provision of this Agreement, this Agreement shall automatically terminate on the earlier of: (a)\u00a0 the date of termination of the Merger Agreement in accordance with its terms; (b)\u00a0the date, if any, on which the Company publicly discloses that the board of directors of the Company (the \u201c Company Board \u201d) has withdrawn, qualified or adversely modified its recommendation to the stockholders of the Company that the Company\u2019s stockholders vote in favor of the approval or adoption of the Merger Agreement, in each case because the Company Board has determined in good faith, after consultation with outside counsel, that the taking of such action is reasonably necessary for it to comply with its fiduciary duties under applicable law; (c) the completion of the Merger; or (d)\u00a0the second anniversary of the date hereof.", "references": ["Entire Agreements", "Solvency", "Non-Disparagement", "Headings", "Interests", "Positions", "Vacations", "Erisa", "Authority", "Assigns", "Records", "Death", "Financial Statements", "Fees", "Effectiveness", "Binding Effects", "Forfeitures", "Disclosures", "Costs", "Enforceability", "Closings", "Enforcements", "Duties", "Tax Withholdings", "Governing Laws", "Defined Terms", "Specific Performance", "Base Salary", "Releases", "No Conflicts", "Terminations"], "gold": ["Terminations"]}
+{"input": "In the event that any of the provisions of this Agreement, or the application of any such provisions to the Executive or the Company with respect to obligations hereunder, is held to be unlawful or unenforceable by any court or arbitrator, the remaining portions of this Agreement shall remain in full force and effect and shall not be invalidated or impaired in any manner.", "references": ["Use Of Proceeds", "Titles", "Consent To Jurisdiction", "Notices", "Positions", "Capitalization", "Assignments", "Amendments", "Submission To Jurisdiction", "Litigations", "Subsidiaries", "Effectiveness", "Erisa", "Base Salary", "Defined Terms", "Interests", "Authorizations", "Expenses", "Insurances", "Releases", "Venues", "Miscellaneous", "Enforceability", "Closings", "No Defaults", "Solvency", "Change In Control", "Benefits", "Applicable Laws", "Integration", "Severability"], "gold": ["Severability"]}
+{"input": "The Shareholder represents and warrants to Buyer that the statements contained in this Section 2.1 are correct and complete as of the date hereof and as of the Closing Date, except as set forth in the corresponding section of the Disclosure Schedule.", "references": ["Releases", "Disclosures", "Submission To Jurisdiction", "Miscellaneous", "Interests", "Notices", "Waiver Of Jury Trials", "Non-Disparagement", "Records", "Authorizations", "Compliance With Laws", "Applicable Laws", "Sanctions", "Intellectual Property", "Specific Performance", "Death", "Terms", "Further Assurances", "Integration", "No Conflicts", "Duties", "Taxes", "Use Of Proceeds", "Assigns", "Base Salary", "Financial Statements", "Transactions With Affiliates", "Remedies", "No Defaults", "Publicity", "Representations"], "gold": ["Representations"]}
+{"input": "Tenant represents and warrants to Landlord that if Tenant is not a natural person, Tenant has been and is qualified to do business in the state in which the Premises is located, Tenant has full right and authority to enter into this Amendment, and that all persons signing on behalf of Tenant were authorized to do so by appropriate actions.", "references": ["Positions", "Terminations", "Death", "Transactions With Affiliates", "Titles", "Indemnifications", "Base Salary", "Litigations", "Severability", "Subsidiaries", "Adjustments", "Entire Agreements", "Authorizations", "Non-Disparagement", "Assignments", "Anti-Corruption Laws", "Compliance With Laws", "Erisa", "Duties", "Binding Effects", "Tax Withholdings", "Interpretations", "Intellectual Property", "Assigns", "General", "Waiver Of Jury Trials", "No Conflicts", "Forfeitures", "Effectiveness", "Costs", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement may be executed in any number of counterparts, and each of these shall be deemed an original and all of which, taken together, constitute the same Agreement. Delivery of an executed counterpart by facsimile or email is equally as effective as delivery of an original executed counterpart.", "references": ["Intellectual Property", "Payments", "Terms", "Assignments", "Definitions", "Entire Agreements", "Indemnifications", "Binding Effects", "Governing Laws", "No Defaults", "Agreements", "Arbitration", "Specific Performance", "Change In Control", "Closings", "Taxes", "Disability", "Qualifications", "Expenses", "Releases", "Effectiveness", "Confidentiality", "Use Of Proceeds", "Consents", "Titles", "No Conflicts", "Remedies", "Disclosures", "Costs", "Representations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except for those actions, suits or proceedings listed in Appendix G to the Closing Certificate, aattached hereto, there is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of Debtor or Guarantor, threatened against or affecting Debtor or Guarantor that would, if adversely determined, have a Material Adverse Effect. There are no outstanding judgments against Debtor or Guarantor.", "references": ["Approvals", "Modifications", "Use Of Proceeds", "Remedies", "Transactions With Affiliates", "Consent To Jurisdiction", "Enforcements", "Releases", "Terms", "Warranties", "Counterparts", "Venues", "Tax Withholdings", "Death", "Duties", "General", "Employment", "Submission To Jurisdiction", "Compliance With Laws", "Existence", "Capitalization", "Waivers", "Entire Agreements", "Base Salary", "Miscellaneous", "Waiver Of Jury Trials", "Authorizations", "Enforceability", "Sanctions", "Benefits", "Litigations"], "gold": ["Litigations"]}
+{"input": "The rights and obligations under this Agreement of the Borrower and the Lender shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. If any one or more of the obligations of the Borrower under this Agreement or any provision hereof is held to be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining obligations of the Borrower and the remaining provisions shall not in any way be affected or impaired; and the invalidity, illegality or unenforceability in one jurisdiction shall not affect the validity, legality or enforceability of such obligations or provisions in any other jurisdiction. Time is of the essence under this Agreement and in the performance of every term, covenant and obligation contained herein.", "references": ["Non-Disparagement", "Governing Laws", "Disability", "No Waivers", "Survival", "Defined Terms", "Financial Statements", "Organizations", "Confidentiality", "Terms", "Authorizations", "Withholdings", "Titles", "Representations", "Solvency", "Sanctions", "Consents", "Disclosures", "Integration", "Intellectual Property", "Approvals", "Definitions", "Consent To Jurisdiction", "Terminations", "Applicable Laws", "Waivers", "Releases", "Successors", "Fees", "Enforceability", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Each of the Company and its Subsidiaries has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any taxes, fees or charges the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Company or its Subsidiaries, as the case may be) except where the failure to file such returns or pay such taxes and/or assessments would not reasonably be expected to have a Material Adverse Effect. Under the laws of its Relevant Jurisdiction it is not necessary that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents, subject to any qualifications contained in any legal opinion issued in relation to any of the Loan Documents, and except to the extent such stamp, registration, notarial or similar Taxes or fees are necessary, the Company has paid or caused such amounts to be paid when due (or paid or caused such amounts (together with any interest and penalties) to be paid promptly after a Responsible Officer obtains knowledge of the same if such amounts were not paid when due).", "references": ["Representations", "Effectiveness", "Brokers", "Indemnifications", "Terms", "Financial Statements", "Notices", "Powers", "Qualifications", "Warranties", "No Waivers", "Anti-Corruption Laws", "Non-Disparagement", "Expenses", "Amendments", "Forfeitures", "Waivers", "Liens", "Integration", "Change In Control", "Insurances", "Confidentiality", "Base Salary", "Submission To Jurisdiction", "Compliance With Laws", "Survival", "Subsidiaries", "Positions", "Existence", "Entire Agreements", "Taxes"], "gold": ["Taxes"]}
+{"input": "Subject to the provisions of this Agreement, Executive will not disparage Employer, its holding, parent or subsidiary entities, or any Affiliate or officer, director, investor, executive, products, practices, services, operations, ethics, management, policies, standards, or methods in any way, at any time. In response to any inquiries from prospective employers regarding Executive\u2019s employment with Employer, Employer will provide a neutral letter of reference (dates of employment, position(s) held and salary at the time of separation from employment) and will indicate that Executive resigned his employment. Nothing in this paragraph shall preclude Executive from testifying honestly if required by law in a proceeding or from participating fully in a governmental investigation.", "references": ["Venues", "Entire Agreements", "Effectiveness", "Publicity", "Vesting", "Cooperation", "Authorizations", "Organizations", "Taxes", "Use Of Proceeds", "Records", "Jurisdictions", "Sanctions", "Duties", "Intellectual Property", "Adjustments", "Disclosures", "Amendments", "Withholdings", "Sales", "Enforceability", "Powers", "Base Salary", "Enforcements", "Anti-Corruption Laws", "Tax Withholdings", "Interests", "Remedies", "Agreements", "Integration", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Support Agreement is to be construed under and according to the laws of the State of Texas. Venue for any cause of action arising from this Support Agreement will lie in Harris County, Texas .", "references": ["Insurances", "Enforcements", "General", "Notices", "Entire Agreements", "Authority", "Use Of Proceeds", "Vacations", "Miscellaneous", "Binding Effects", "Non-Disparagement", "Approvals", "Costs", "Authorizations", "Submission To Jurisdiction", "Cooperation", "Capitalization", "Effectiveness", "Construction", "Remedies", "Disclosures", "Positions", "Effective Dates", "Powers", "Change In Control", "Headings", "Organizations", "Withholdings", "Adjustments", "Forfeitures", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "All proceedings under this Section, and all evidence given or discovered pursuant hereto, shall be maintained in confidence by all parties and by the arbitrators.", "references": ["Change In Control", "Venues", "Capitalization", "Forfeitures", "Assignments", "Vacations", "Organizations", "Terms", "Notices", "Disclosures", "Consents", "Compliance With Laws", "Adjustments", "Consent To Jurisdiction", "Transactions With Affiliates", "Subsidiaries", "Publicity", "Agreements", "Sanctions", "Miscellaneous", "Integration", "Interests", "Payments", "Insurances", "Binding Effects", "Disability", "Solvency", "Representations", "Waivers", "Expenses", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Georgia, excluding its conflicts of laws.", "references": ["Erisa", "Payments", "Liens", "Effective Dates", "Releases", "Entire Agreements", "Vacations", "Further Assurances", "Terms", "Terminations", "Fees", "Indemnifications", "Solvency", "Authority", "Venues", "Existence", "Severability", "Remedies", "Disclosures", "Titles", "Sales", "Sanctions", "Definitions", "Organizations", "Consent To Jurisdiction", "Base Salary", "Vesting", "Assigns", "Representations", "Employment", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost and expenses of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being or having been an officer, director, or employee of the Company or any of its subsidiaries or affiliates (\u201c Proceeding \u201d). Such indemnification shall continue as to Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company and shall inure to the benefit of his heirs, executors and administrators. Executive shall be entitled to prompt advancement of any and all costs and expenses (including, without limitation, attorneys\u2019 and other professional fees and charges) reasonably incurred by him in connection with any such Proceeding, any such advancement to be made within 15 days after Executive gives written notice, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by Executive to repay the amounts advanced to the extent that he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement or elsewhere shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that Executive would otherwise have (including, without limitation, by agreement or under applicable law). Executive shall be covered during the Employment Term and thereafter for as long as any executive is covered (but in no event for less than six (6) years) by officer and director liability insurance, in amounts and on terms no less favorable than those in effect on the Effective Date, which insurance shall be paid by the Company.", "references": ["Adjustments", "General", "Remedies", "Capitalization", "Positions", "Severability", "Binding Effects", "Costs", "Withholdings", "Benefits", "Authorizations", "Existence", "Arbitration", "Miscellaneous", "Confidentiality", "Submission To Jurisdiction", "Brokers", "Sales", "Disability", "Definitions", "Closings", "Use Of Proceeds", "Erisa", "Fees", "Death", "Financial Statements", "Releases", "Vacations", "Indemnity", "Cooperation", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "In the event of the death of Handley during the Term of this Agreement, this Agreement shall terminate and all obligations of the Company to Handley, other than those arising under Section 5, shall cease as of the date of death, with the exception of those obligations accrued or earned and vested (if applicable) by Handley as of the date of death, including for this purpose Handley's full Base Salary through the date of Handley's death at the rate then in effect, plus any compensation previously deferred by Handley (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (together, the \"Accrued Obligations\"), all of which shall be paid to Handley's estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the date of Handley's death. All rights and benefits of Handley under any stock option, restricted stock, and/or restricted stock units award agreements, or arising under the benefit plans and programs of the Company in which Handley is then a participant, or which are otherwise available to surviving family members of Company employees, will be provided as determined in accordance with the terms and provisions of such agreements, plans and programs.", "references": ["Enforcements", "Applicable Laws", "Organizations", "Binding Effects", "No Conflicts", "Payments", "Fees", "Defined Terms", "Integration", "Miscellaneous", "Jurisdictions", "Amendments", "Financial Statements", "Use Of Proceeds", "Insurances", "Disclosures", "Counterparts", "Remedies", "Warranties", "Solvency", "Specific Performance", "Entire Agreements", "Brokers", "Disability", "Cooperation", "Books", "Interests", "Transactions With Affiliates", "Submission To Jurisdiction", "Authorizations", "Death"], "gold": ["Death"]}
+{"input": "This Agreement shall terminate and shall have no further force or effect as of the earlier to occur of (i)\u00a0receipt of the Requisite Cloudera Stockholder Approval, (ii)\u00a0the date the Merger Agreement shall have been validly terminated pursuant to Article\u00a0IX thereof (the \u201c Expiration Date \u201d) and (iii) a Cloudera Board Recommendation Change due to Cloudera\u2019s receipt of a Superior Proposal, to the extent such Cloudera Board Recommendation Change is permitted by, and subject to the applicable terms and conditions of Section 7.4(f)(i) of the Merger Agreement; provided , however , that notwithstanding the foregoing, the provisions in Section\u00a010 hereof shall survive in full force and effect following the consummation of the Merger.", "references": ["Solvency", "Sanctions", "Withholdings", "Payments", "Intellectual Property", "Miscellaneous", "Definitions", "Authorizations", "Expenses", "Governing Laws", "Agreements", "Defined Terms", "Costs", "Litigations", "Organizations", "Liens", "Books", "Benefits", "Tax Withholdings", "Terms", "Disability", "Forfeitures", "Effective Dates", "Death", "Assignments", "Amendments", "Transactions With Affiliates", "Powers", "Enforceability", "Applicable Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "If any court determines that any of the terms and conditions of Section\u00a07 or this Section\u00a08 are invalid or unenforceable, the remainder of the terms and conditions shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the terms and conditions are unenforceable because of the duration of such terms and conditions or the area covered thereby, such court shall have the power to reduce the duration or area of such terms and conditions and, in their reduced form, the terms and conditions shall then be enforceable and shall be enforced.", "references": ["Withholdings", "Benefits", "Tax Withholdings", "No Conflicts", "Organizations", "Definitions", "Authority", "Records", "Litigations", "Defined Terms", "Use Of Proceeds", "Subsidiaries", "Headings", "Entire Agreements", "Waiver Of Jury Trials", "Cooperation", "Construction", "Remedies", "Non-Disparagement", "Adjustments", "Fees", "Governing Laws", "Base Salary", "Disclosures", "Enforceability", "Agreements", "Terms", "Costs", "Books", "Erisa", "Severability"], "gold": ["Severability"]}
+{"input": "Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a)\u00a0correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation of any of the foregoing, and (b)\u00a0do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i)\u00a0carry out more effectively the purposes of the Loan Documents, (ii)\u00a0to the fullest extent permitted by applicable Law, subject any Loan Party\u2019s or any of the Restricted Subsidiaries\u2019 properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii)\u00a0perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv)\u00a0assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Credit Parties the rights granted or now or hereafter intended to be granted to the Credit Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of the Restricted Subsidiaries is or is to be a party, and cause each of the Restricted Subsidiaries to do so.", "references": ["Waiver Of Jury Trials", "Terminations", "Successors", "Binding Effects", "Enforceability", "Anti-Corruption Laws", "Interests", "Approvals", "Indemnity", "Powers", "Existence", "Assignments", "Subsidiaries", "Costs", "Effective Dates", "Intellectual Property", "Interpretations", "Positions", "Headings", "Amendments", "Applicable Laws", "Forfeitures", "Consent To Jurisdiction", "Solvency", "Severability", "Tax Withholdings", "Waivers", "Disability", "Liens", "Organizations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined pursuant to Section\u00a011 of the Series D Warrant.", "references": ["Liens", "Cooperation", "Confidentiality", "Vesting", "Effectiveness", "Successors", "Remedies", "Indemnity", "Expenses", "Positions", "Sales", "Consents", "Death", "Litigations", "Sanctions", "Representations", "Base Salary", "Publicity", "Use Of Proceeds", "Waivers", "Duties", "Jurisdictions", "Amendments", "Employment", "Costs", "Interests", "Agreements", "Counterparts", "Vacations", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No Default or Event of Default exists as of the Third Amendment Closing Date and after giving effect to the transactions contemplated hereby.", "references": ["Base Salary", "Binding Effects", "Assigns", "Further Assurances", "Interpretations", "Liens", "Definitions", "Applicable Laws", "Use Of Proceeds", "Powers", "Titles", "Withholdings", "No Conflicts", "Records", "Brokers", "Insurances", "Waiver Of Jury Trials", "Arbitration", "Financial Statements", "Disclosures", "Death", "Assignments", "Successors", "Payments", "Duties", "Vesting", "Agreements", "Defined Terms", "Closings", "Non-Disparagement", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "After the Separation Date, Employee agrees to cooperate with the Company, including its representatives and attorneys, to provide information or testimony that may relate to the Company or to matters within the Employee\u2019s knowledge, if called upon by the Company to do so, for purposes related to any lawsuits, proceedings, administrative actions, public filings, or to provide other factual information in preparation or anticipation of any such matter, or to assist with other internal or external Company matters. Employee shall not receive compensation for providing such cooperation, but if such cooperation is requested by the Company, Employee shall be entitled to reimbursement from the Company for reasonable out-of-pocket expenses that are necessarily and reasonably incurred as a result of providing such cooperation, including for example, airfare, hotel, and related travel expenses, if travel is requested. If Employee is asked by any person other than the Company (or its representatives or attorneys) to provide information or testimony related to any matter connected to his employment or the Company, Employee agrees to provide advance notice to the Company and to take all reasonable steps to ensure that the Company has an opportunity to respond and/or to participate in such proceedings, except that Employee need not provide advance notice to the Company before participating in any whistleblower investigation/proceeding before a government agency. If Employee is providing testimony for any reason whatsoever, Employee agrees that he shall give only truthful testimony and shall provide only truthful information, to the best of his knowledge.", "references": ["Warranties", "General", "Brokers", "Change In Control", "Vesting", "Disclosures", "Intellectual Property", "Specific Performance", "Effective Dates", "Waiver Of Jury Trials", "Duties", "Indemnity", "Death", "Taxes", "Anti-Corruption Laws", "Venues", "Tax Withholdings", "Governing Laws", "Interests", "Liens", "Adjustments", "Definitions", "Agreements", "Integration", "Construction", "Terminations", "Headings", "Sales", "Disability", "Financial Statements", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Agreement, the Award Notice and the Plan 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 the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder\u2019s interest except by means of a writing signed by the Company and the Holder.", "references": ["Representations", "Effectiveness", "Specific Performance", "Non-Disparagement", "Survival", "Arbitration", "Organizations", "Duties", "Insurances", "Effective Dates", "Confidentiality", "Remedies", "Employment", "Records", "Consent To Jurisdiction", "Sales", "Further Assurances", "No Waivers", "Use Of Proceeds", "Assigns", "Enforceability", "Enforcements", "Interests", "Transactions With Affiliates", "Miscellaneous", "Existence", "Subsidiaries", "Assignments", "Anti-Corruption Laws", "Financial Statements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The AIP and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.", "references": ["Anti-Corruption Laws", "Indemnifications", "Sales", "Interests", "Closings", "Tax Withholdings", "Financial Statements", "Payments", "Benefits", "Employment", "Survival", "General", "Further Assurances", "Arbitration", "Entire Agreements", "Publicity", "Headings", "Death", "Indemnity", "Submission To Jurisdiction", "Vesting", "Qualifications", "Positions", "Insurances", "No Defaults", "Terms", "Jurisdictions", "Capitalization", "Consents", "Releases", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Award shall vest and become earned as set forth in the Grant Notice (including Exhibit A thereto), subject to earlier termination or acceleration and subject to adjustment as provided in this Award Agreement and in the Plan. The Award, to the extent outstanding and otherwise unvested immediately prior to the occurrence of a Double Trigger event (as defined in the Grant Notice), shall vest as set forth in the Grant Notice provisions concerning Double Trigger events, without any requirement of further action of any kind by the Corporation or Grantee.", "references": ["Representations", "Withholdings", "Financial Statements", "Liens", "Headings", "Notices", "Submission To Jurisdiction", "Authorizations", "Disability", "General", "Severability", "Counterparts", "Tax Withholdings", "Amendments", "Brokers", "Confidentiality", "Waivers", "Terminations", "Arbitration", "Death", "Expenses", "Assigns", "Indemnity", "Records", "Duties", "Anti-Corruption Laws", "Vacations", "Assignments", "No Defaults", "Effective Dates", "Vesting"], "gold": ["Vesting"]}
+{"input": "Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.", "references": ["Arbitration", "Venues", "Authority", "Cooperation", "Enforcements", "Indemnity", "Base Salary", "Interests", "Enforceability", "Construction", "Litigations", "Releases", "Consent To Jurisdiction", "Transactions With Affiliates", "Effectiveness", "Use Of Proceeds", "Sanctions", "Warranties", "Tax Withholdings", "No Defaults", "Survival", "Agreements", "Interpretations", "Notices", "Defined Terms", "Taxes", "Financial Statements", "Confidentiality", "Approvals", "Effective Dates", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed, waived, discharged, or terminated orally but, rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.", "references": ["Authority", "Employment", "Notices", "Definitions", "Miscellaneous", "Erisa", "Costs", "Liens", "Adjustments", "Interests", "Publicity", "Severability", "Counterparts", "Specific Performance", "Vacations", "Vesting", "Use Of Proceeds", "Effective Dates", "Confidentiality", "Anti-Corruption Laws", "Forfeitures", "Submission To Jurisdiction", "Sales", "Further Assurances", "Taxes", "Disclosures", "Closings", "Withholdings", "Enforcements", "Releases", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent, the LC Issuer and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent, the LC Issuer and the Lenders relating to the subject matter thereof other than those contained in the fee letter described in Section 10.13 which shall survive and remain in full force and effect during the term of this Agreement.", "references": ["Effectiveness", "Interests", "Applicable Laws", "Jurisdictions", "Indemnity", "Insurances", "Further Assurances", "Employment", "Solvency", "Consents", "Construction", "Records", "Notices", "Consent To Jurisdiction", "Authority", "Non-Disparagement", "Enforceability", "Miscellaneous", "Death", "Organizations", "Interpretations", "Disability", "Remedies", "Litigations", "Change In Control", "Sanctions", "Authorizations", "Arbitration", "Modifications", "Defined Terms", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Unless and only to the extent as may be expressly limited or prohibited under applicable Laws or as provided for herein or in any other Loan Document to the contrary, Borrower (A)\u00a0waives protest of all commercial paper at any time held by Bank on which Borrower is any way liable; (B)\u00a0waives notice of acceleration and of intention to accelerate; (C)\u00a0waives notice and opportunity to be heard, after acceleration, before exercise by Bank of the remedies of self-help, set-off, or of other summary procedures permitted by any applicable Laws or by any agreement with Borrower, and except where required hereby or by any applicable Laws which requirement cannot be waived, notice of any other action taken by Bank; and (D)\u00a0releases Bank Parties and their respective officers, attorneys, agents and employees from all claims for loss or damage caused by any act or omission on the part of any of them except willful misconduct.", "references": ["Solvency", "Litigations", "Severability", "Change In Control", "Sales", "Fees", "Agreements", "Qualifications", "Publicity", "Approvals", "Participations", "Waiver Of Jury Trials", "Enforceability", "Terminations", "No Waivers", "Further Assurances", "Confidentiality", "Use Of Proceeds", "Disability", "Capitalization", "Counterparts", "Benefits", "Effective Dates", "Employment", "Death", "Brokers", "Forfeitures", "Entire Agreements", "Notices", "Adjustments", "Waivers"], "gold": ["Waivers"]}
+{"input": "Except as shown on Schedule 8.1.15 , there are no proceedings or investigations pending or, to the actual knowledge of any Obligor, threatened in writing against any Obligor or any Subsidiary of an Obligor, or any of their businesses, operations, Properties, prospects or conditions, that could reasonably be expected to have a Material Adverse Effect if determined adversely to Ultimate Parent or its Subsidiaries. Except as shown on Schedule 8.1.15 , no Obligor has a Commercial Tort Claim (other than, as long as no Event of Default exists, a Commercial Tort Claim for less than $4,000,000). No Borrower or Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority.", "references": ["Severability", "No Waivers", "Powers", "Payments", "Releases", "Interpretations", "Compliance With Laws", "Notices", "No Defaults", "Publicity", "Closings", "Warranties", "Waivers", "Benefits", "Vesting", "No Conflicts", "Approvals", "Authorizations", "Use Of Proceeds", "Anti-Corruption Laws", "Submission To Jurisdiction", "Transactions With Affiliates", "Records", "Interests", "Capitalization", "Tax Withholdings", "Construction", "Entire Agreements", "Terminations", "Effective Dates", "Litigations"], "gold": ["Litigations"]}
+{"input": "The authorized capital stock of the Company consists of (i) 10,000,000 shares of undesignated preferred stock, no par value per share, of which none is outstanding and (ii) 200,000,000 shares of common stock, no par value per share, of which 59,875,717 shares are outstanding as of April 25, 2018. All of the issued and outstanding shares of the Company\u2019s capital stock have been duly authorized and validly issued and are fully paid and nonassessable. Except (i) for options to purchase Common Stock or other equity awards (including restricted stock units) issued to employees and members of the Board of Directors pursuant to the equity compensation plans or arrangements disclosed in the SEC Reports, (ii) shares of capital stock issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company disclosed in the SEC Reports, and (iii) as contemplated by this Agreement, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of, or other equity interests in, the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. The issue and sale of the Shares will not result in the right of any holder of Company securities to adjust the exercise, conversion or exchange price under such securities.", "references": ["Base Salary", "Qualifications", "Applicable Laws", "Employment", "Integration", "Effectiveness", "Sanctions", "Erisa", "Organizations", "Death", "Survival", "Definitions", "Governing Laws", "Binding Effects", "Jurisdictions", "Adjustments", "Agreements", "Indemnity", "Defined Terms", "Fees", "Solvency", "Assignments", "Confidentiality", "Waiver Of Jury Trials", "Enforceability", "Records", "Remedies", "Duties", "Notices", "Forfeitures", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the \u201c SEC Reports \u201d) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The consolidated financial statements of the Company, together with the related notes and schedules, included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements, together with the related notes and schedules, have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201c GAAP \u201d), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement, and the Prospectus which are required to be described in the Registration Statement or Prospectus.", "references": ["Taxes", "No Waivers", "General", "Non-Disparagement", "Further Assurances", "Survival", "Releases", "Assigns", "Expenses", "Interpretations", "Death", "Transactions With Affiliates", "Qualifications", "Notices", "Adjustments", "Vacations", "Capitalization", "Participations", "Governing Laws", "Definitions", "Insurances", "Applicable Laws", "Intellectual Property", "Consent To Jurisdiction", "Effectiveness", "Erisa", "Cooperation", "Existence", "Integration", "Costs", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.\u00a0 Delivery of an executed signature page\u00a0of this Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.", "references": ["Positions", "Survival", "Anti-Corruption Laws", "No Conflicts", "Adjustments", "Intellectual Property", "Jurisdictions", "Organizations", "Terminations", "No Waivers", "Defined Terms", "Taxes", "Consent To Jurisdiction", "Integration", "Interests", "Governing Laws", "Subsidiaries", "Financial Statements", "Definitions", "Brokers", "Liens", "Participations", "Successors", "Litigations", "Effective Dates", "Representations", "Authority", "Indemnity", "Sanctions", "Approvals", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Guaranty shall remain in full force and effect with respect to each Guarantor until indefeasible payment in full of the Guarantied Obligations and the other Obligations and the termination or cancellation of the Credit Agreement in accordance with its terms.", "references": ["Further Assurances", "Indemnity", "Erisa", "Vacations", "Adjustments", "Authorizations", "Waivers", "No Conflicts", "Representations", "Anti-Corruption Laws", "Forfeitures", "Venues", "Disclosures", "Base Salary", "Publicity", "Brokers", "Warranties", "Cooperation", "Survival", "Amendments", "Qualifications", "Tax Withholdings", "Vesting", "Financial Statements", "Defined Terms", "Powers", "Expenses", "Binding Effects", "Enforcements", "Severability", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Amendment, the other Loan Documents and any separate letter agreements, solely to the extent with respect to fees payable to the Administrative Agent and any Amendment No.\u00a04 Arranger, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.", "references": ["Participations", "Miscellaneous", "Vacations", "Change In Control", "Venues", "Intellectual Property", "Warranties", "Forfeitures", "Sales", "Severability", "Consent To Jurisdiction", "Further Assurances", "Modifications", "Records", "Brokers", "Waivers", "Cooperation", "Headings", "Effective Dates", "Indemnity", "Defined Terms", "Qualifications", "No Conflicts", "Agreements", "Assignments", "Withholdings", "Publicity", "Tax Withholdings", "Interests", "Definitions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or pdf (or other electronic reproduction) signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or PDF (or other electronic reproduction ) signature.", "references": ["Forfeitures", "Closings", "Costs", "Headings", "No Waivers", "Brokers", "Authorizations", "Death", "No Defaults", "Successors", "Authority", "Base Salary", "Participations", "Compliance With Laws", "Binding Effects", "General", "Arbitration", "Sanctions", "Indemnifications", "Remedies", "Interpretations", "Consents", "Notices", "Benefits", "Specific Performance", "Financial Statements", "Disclosures", "Books", "Further Assurances", "Change In Control", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Waivers . No amendment to or waiver of any provision of this Agreement shall be effective unless it shall be in writing and signed by the parties hereto. Any of the terms and conditions of this Agreement may be waived in writing at any time by the party entitled to the benefits thereof.", "references": ["Modifications", "Powers", "Disclosures", "Subsidiaries", "Records", "No Defaults", "No Waivers", "Defined Terms", "Use Of Proceeds", "Interpretations", "Miscellaneous", "Assigns", "Waiver Of Jury Trials", "Solvency", "Successors", "Releases", "Costs", "Vacations", "Applicable Laws", "Counterparts", "Survival", "Existence", "Liens", "Duties", "Severability", "Compliance With Laws", "Organizations", "Venues", "Indemnity", "Positions", "Amendments"], "gold": ["Amendments"]}
+{"input": "During the Term, the Company shall pay to the Executive a base salary (the \u201c Base Salary \u201d) at the rate of no less than $425,000.00 per calendar year, less applicable deductions. The Base Salary shall be reviewed for increase by the Board no less frequently than annually and shall be increased in the discretion of the Board and any such adjusted Base Salary shall constitute the \u201cBase Salary\u201d for purposes of this Agreement. The Base Salary shall be paid in substantially equal installments in accordance with the Company\u2019s regular payroll procedures.", "references": ["Entire Agreements", "Defined Terms", "Severability", "Vesting", "Counterparts", "Benefits", "Publicity", "Enforceability", "Consent To Jurisdiction", "Taxes", "Waiver Of Jury Trials", "Capitalization", "Warranties", "Insurances", "Headings", "Terminations", "Anti-Corruption Laws", "Remedies", "Expenses", "Death", "Terms", "Compliance With Laws", "General", "Records", "Erisa", "Approvals", "No Waivers", "No Conflicts", "Intellectual Property", "Liens", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Schedule 5.1 states (a) the name of each of Parent\u2019s Material Subsidiaries, its jurisdiction of organization and the percentage of Equity Interests in such Material Subsidiary (the \u201c Subsidiary Equity Interests \u201d), and (b) any options, warrants or other rights outstanding to purchase any Subsidiary Equity Interests. All such Subsidiary Equity Interests have been validly issued and are fully paid and nonassessable.", "references": ["Assigns", "Jurisdictions", "No Conflicts", "Use Of Proceeds", "Specific Performance", "Positions", "Assignments", "Notices", "Tax Withholdings", "Closings", "Venues", "Fees", "Waiver Of Jury Trials", "Financial Statements", "Waivers", "No Defaults", "Interpretations", "Modifications", "Survival", "Costs", "Successors", "Releases", "Terms", "Insurances", "Powers", "Remedies", "Integration", "General", "Adjustments", "Qualifications", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Subject to the provisions of the Plan (including, without limitation, Section 4(d)), the Board shall determine the terms and conditions of each Other Stock\u2011Based Award, including any purchase price applicable thereto.", "references": ["Insurances", "Arbitration", "Anti-Corruption Laws", "Authority", "Successors", "Representations", "Integration", "Sales", "Closings", "Vacations", "Subsidiaries", "Solvency", "Positions", "Notices", "General", "Liens", "Interests", "Effectiveness", "Sanctions", "Modifications", "Organizations", "Adjustments", "Warranties", "Transactions With Affiliates", "Enforcements", "Financial Statements", "Venues", "Compliance With Laws", "Taxes", "Records", "Terms"], "gold": ["Terms"]}
+{"input": "The section headings contained in this Guaranty are solely for the purpose of reference, are not part of the agreement of Guarantor and shall not in any way affect the meaning or interpretation hereof. All words used herein shall be construed to be of such gender or number as the circumstances require. Unless otherwise specifically noted, the words \u201cherein,\u201d \u201chereof,\u201d \u201chereby,\u201d \u201chereunder,\u201d and words of similar import refer to this Guaranty as a whole and not to any particular section or other subdivision of this Guaranty. Whenever the term \u201cincluding\u201d or a similar term is used herein, it shall be read as if it were written \u201cincluding by the way of example only and without in any limiting the generality of the clause or concept to which reference is made.\u201d This Guaranty shall be construed as though both Guarantor and Lender had drafted it.", "references": ["Further Assurances", "Waiver Of Jury Trials", "Participations", "Transactions With Affiliates", "Withholdings", "Closings", "Taxes", "Insurances", "Terms", "Integration", "Positions", "Death", "Payments", "Adjustments", "Anti-Corruption Laws", "Existence", "Indemnity", "Litigations", "Definitions", "Consents", "Liens", "Headings", "Venues", "Titles", "Entire Agreements", "Representations", "Enforcements", "Qualifications", "Fees", "Vesting", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Any provision of this Plan which is held to be unenforceable or invalid in any respect in any jurisdiction shall be ineffective in such jurisdiction to the extent that it is unenforceable or invalid without affecting the remaining provisions hereof, which shall continue in full force and effect. The unenforceability or invalidity of a provision of this Plan in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Forfeitures", "Liens", "Tax Withholdings", "Subsidiaries", "Insurances", "Indemnity", "Construction", "Solvency", "Enforceability", "Terminations", "Fees", "Confidentiality", "Publicity", "Applicable Laws", "Successors", "Death", "Specific Performance", "Financial Statements", "Qualifications", "Titles", "General", "Sales", "No Waivers", "Indemnifications", "Amendments", "Binding Effects", "Notices", "Assigns", "Waiver Of Jury Trials", "Survival", "Severability"], "gold": ["Severability"]}
+{"input": "Lessee shall not, directly or indirectly, without the prior written consent of Lessor, which consent shall not be unreasonably withheld or delayed, sell, assign , \u00a0 hypothecate, or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Lessee.\u00a0\u00a0Consent to any assignment or sublease shall not be deemed a waiver of the right of Lessor to approve any further assignment or subletting.\u00a0\u00a0Notwithstanding any permitted assignment or subletting, Lessee shall remain liable for the full and complete performance, satisfaction, and compliance with each and every agreement, term, covenant, condition, requirement, provision, and restriction of this Lease, as principal and not as surety or guarantor, and as if no such assignment or subletting had been made.\u00a0\u00a0In the event that Lessee sublets the Premises or any parts thereof, or sells, assigns, or transfers this Lease and at any time receives rent and/or other consideration which exceeds that which Lessee would at that time be obligated to pay to Lessor, Lessee shall pay to Lessor 50% of the gross excess in such rent as such rent is received by Lessee and 50% of any other consideration received by Lessee from such subtenant in connection with such sublease or, in the case of an assignment of this Lease by Lessee, Lessor shall receive 50% of any consideration paid to Lessee by such assignee in connection with such assignment.\u00a0\u00a0In addition, should Lessor agree to an assignment or sublease agreement, Lessee will pay to Lessor on demand a sum equal to all of Lessor's costs, including reasonable attorneys' fees, incurred in connection with such assignment or transfer.", "references": ["Brokers", "Fees", "No Waivers", "Existence", "Terms", "Entire Agreements", "Sales", "Terminations", "Change In Control", "Powers", "Financial Statements", "Interests", "Indemnity", "Death", "Releases", "Assigns", "Taxes", "Non-Disparagement", "Disability", "Compliance With Laws", "Sanctions", "Benefits", "Effectiveness", "Interpretations", "Definitions", "General", "Vesting", "Forfeitures", "Confidentiality", "Transactions With Affiliates", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, not less than 24 hours prior to the issuance thereof. The Investor must be provided with a final version of any such press release at least 24 hours prior to any release thereof.", "references": ["Solvency", "Change In Control", "Employment", "Notices", "Remedies", "Expenses", "Non-Disparagement", "Representations", "Qualifications", "Costs", "No Conflicts", "Consents", "Indemnifications", "Entire Agreements", "Litigations", "Terminations", "Waiver Of Jury Trials", "Definitions", "Terms", "Use Of Proceeds", "Headings", "Enforceability", "Authorizations", "Interests", "Positions", "Authority", "Further Assurances", "Successors", "Sanctions", "Fees", "Publicity"], "gold": ["Publicity"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which, when taken together, will constitute one and the same instrument.", "references": ["Insurances", "No Conflicts", "Indemnifications", "Authorizations", "Survival", "Severability", "Positions", "Warranties", "Erisa", "Integration", "Anti-Corruption Laws", "Remedies", "Benefits", "Litigations", "Solvency", "Non-Disparagement", "Taxes", "Transactions With Affiliates", "Specific Performance", "Use Of Proceeds", "Construction", "Death", "Representations", "Brokers", "Qualifications", "General", "Approvals", "Participations", "Effectiveness", "Financial Statements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If any Lender incurs any cost or expense that this Agreement entitles it to collect from the Borrower, such cost or expense shall be payable together with interest thereon at a rate per annum equal to the rate applicable to Base Rate Loans as then in effect, from the date such cost or expense is incurred until such payment date. Such Lender shall notify the Borrower, through the Administrative Agent, of the cost or expense to be paid plus the amount of interest thereon. This provision shall not apply to payments or prepayments of principal or to amounts to be applied against principal, interest or any cost or expense to be collected pursuant to Section\u00a02.6C .", "references": ["Binding Effects", "Miscellaneous", "Successors", "Insurances", "Books", "Adjustments", "Enforceability", "No Defaults", "Releases", "Waivers", "Vacations", "Severability", "Subsidiaries", "Taxes", "Terminations", "Sanctions", "Disclosures", "Qualifications", "Erisa", "General", "Tax Withholdings", "Forfeitures", "Confidentiality", "Change In Control", "Anti-Corruption Laws", "Duties", "Solvency", "Organizations", "Fees", "Assigns", "Expenses"], "gold": ["Expenses"]}
+{"input": "All notices or other communications required or permitted hereunder shall be in writing and delivered personally, by facsimile or .pdf file, by overnight courier, or by certified, registered or express mail, postage prepaid, and shall be deemed given when so delivered personally, or when so received by facsimile, .pdf, or courier, or if mailed, three (3) calendar days after the date of mailing to the following addresses or to such other address as any party shall notify the other party (as provided above) from time to time.", "references": ["Base Salary", "General", "Forfeitures", "Defined Terms", "Entire Agreements", "Adjustments", "Duties", "Liens", "Subsidiaries", "Erisa", "Indemnity", "Participations", "Counterparts", "Brokers", "Use Of Proceeds", "Vacations", "Publicity", "Change In Control", "Authorizations", "Enforcements", "Governing Laws", "Qualifications", "Terms", "Closings", "Integration", "Payments", "Financial Statements", "Disclosures", "Agreements", "Sanctions", "Notices"], "gold": ["Notices"]}
+{"input": "Executive shall perform and discharge well and faithfully such management and administrative duties as an executive officer of Penns Woods and CFG as may be assigned to him from time to time by the Board of Directors of Penns Woods or CFG, as applicable, and which are consistent with his positions set forth in the following sentence.\u00a0 Executive shall be employed as President of Penns Woods and as President of CFG.\u00a0 Executive shall report directly to the Chief Executive Officer of Penns Woods.\u00a0 Executive shall devote his full time, attention and energies to the business of Penns Woods and its affiliated companies during the Employment Period (as defined in Section\u00a03); provided, however, that this section shall not be construed as preventing Executive from (a)\u00a0investing his personal assets in enterprises that do not compete with Penns Woods or any of its majority-owned subsidiaries (except as an investor owning less than 5% of the stock of a publicly-owned company), or (b)\u00a0being involved in any civic, community or other activities with the prior approval of the Board of Directors of Penns Woods.", "references": ["Financial Statements", "Organizations", "Terms", "Liens", "Successors", "Brokers", "No Defaults", "Non-Disparagement", "Warranties", "Enforceability", "Duties", "Authority", "Solvency", "Closings", "Confidentiality", "Severability", "General", "Records", "Books", "Interpretations", "Consent To Jurisdiction", "Entire Agreements", "Indemnity", "Qualifications", "Subsidiaries", "Transactions With Affiliates", "Litigations", "Death", "Expenses", "Enforcements", "Titles"], "gold": ["Titles"]}
+{"input": "The proceeds of the Term B Loans and the Revolving Credit Loans and Letters of Credit shall be used in a manner consistent with the uses set forth in the Preliminary Statements to this Agreement.", "references": ["Authority", "Submission To Jurisdiction", "Amendments", "Disclosures", "Approvals", "Terms", "Construction", "Effectiveness", "Agreements", "Successors", "Taxes", "Waivers", "Applicable Laws", "Tax Withholdings", "Duties", "Litigations", "No Conflicts", "Withholdings", "Indemnifications", "Waiver Of Jury Trials", "Binding Effects", "Survival", "Interests", "Positions", "Titles", "Consent To Jurisdiction", "Confidentiality", "Assignments", "Change In Control", "General", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "During the Term, the Executive shall be entitled to accrue up to [\u00a0\u00a0\u00a0\u00a0] paid vacation days in each year, which shall be accrued ratably, consistent with the Company\u2019s policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its senior management employees.", "references": ["Further Assurances", "Transactions With Affiliates", "No Conflicts", "Terminations", "Authorizations", "Amendments", "Headings", "Erisa", "Organizations", "Anti-Corruption Laws", "Brokers", "Positions", "Sales", "Effectiveness", "Qualifications", "Severability", "Warranties", "Compliance With Laws", "Agreements", "Assignments", "Publicity", "Capitalization", "Disclosures", "Existence", "Miscellaneous", "Assigns", "Solvency", "Duties", "Waiver Of Jury Trials", "Interpretations", "Vacations"], "gold": ["Vacations"]}
+{"input": "The headings in these Terms and Conditions are for reference purposes only and shall not affect the meaning or interpretation of these Terms and Conditions or the applicable Award Agreement.", "references": ["Solvency", "Miscellaneous", "Litigations", "Defined Terms", "Interests", "No Conflicts", "Change In Control", "Indemnifications", "Non-Disparagement", "Assigns", "Enforceability", "Warranties", "Qualifications", "Capitalization", "Approvals", "Enforcements", "Vacations", "Forfeitures", "Titles", "Sales", "Base Salary", "Waiver Of Jury Trials", "Transactions With Affiliates", "Assignments", "Financial Statements", "Applicable Laws", "Organizations", "Sanctions", "Erisa", "Effectiveness", "Headings"], "gold": ["Headings"]}
+{"input": "Except as set forth in the Commission Documents, none of the officers or directors of the Company or any of its subsidiaries, nor any Person that the Company believes is the owner of ten percent or more of the outstanding Common Stock or any respective family member or affiliate of any such officer, director or stockholder (collectively, \u201c Insiders \u201d), and, to the knowledge of the Company, none of the employees of the Company or any of its subsidiaries, is presently a party to any transaction with the Company or any of its subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any Insider or any such employee or, to the knowledge of the Company, any entity in which any Insider or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any of its subsidiaries and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company or any of its subsidiaries.", "references": ["Adjustments", "Death", "Costs", "Liens", "Closings", "Cooperation", "Financial Statements", "Definitions", "Sanctions", "Expenses", "Duties", "Effectiveness", "Headings", "Effective Dates", "No Defaults", "Interpretations", "General", "Agreements", "Qualifications", "Subsidiaries", "Base Salary", "Authority", "Compliance With Laws", "Successors", "Specific Performance", "Participations", "Waivers", "Terminations", "Powers", "Insurances", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Bank, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit (unless Collateralized) is outstanding and so long as the Commitments have not expired or terminated.", "references": ["Disability", "Further Assurances", "Amendments", "Forfeitures", "Existence", "Waivers", "Books", "Terms", "Titles", "Applicable Laws", "Tax Withholdings", "Effectiveness", "Consent To Jurisdiction", "Submission To Jurisdiction", "Construction", "Representations", "Terminations", "Assigns", "Authorizations", "Erisa", "Positions", "Confidentiality", "Transactions With Affiliates", "Adjustments", "Litigations", "Compliance With Laws", "No Waivers", "Capitalization", "Modifications", "Interests", "Survival"], "gold": ["Survival"]}
+{"input": "The Lenders shall have received filed Form 10-K for the Borrower and its Subsidiaries for the fiscal year ended November\u00a030, 2017.", "references": ["Publicity", "Assignments", "Enforceability", "Fees", "Participations", "Confidentiality", "Severability", "Base Salary", "Vesting", "Disclosures", "Closings", "Survival", "Further Assurances", "Litigations", "Insurances", "Venues", "Duties", "Defined Terms", "Agreements", "Governing Laws", "Submission To Jurisdiction", "Sanctions", "Records", "Subsidiaries", "Adjustments", "Applicable Laws", "Cooperation", "Remedies", "Use Of Proceeds", "Benefits", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Provided such statements are not otherwise available, within ten (10) business days following request from Landlord, Tenant shall provide Landlord with Tenant\u2019s then current financial statements. If required, such financial statements shall be prepared in accordance with generally accepted accounting principles, and, if it is required by law or it is the normal practice of Tenant, such financial statements shall be audited by an independent certified public accountant. If such financial statements are not audited, they shall be certified as being true and correct by Tenant\u2019s chief financial officer. Upon request of Tenant, Landlord agrees to deliver to Tenant a commercially reasonable confidentiality agreement related to the disclosure of such financial statements to Landlord.", "references": ["Arbitration", "Duties", "No Conflicts", "Qualifications", "Adjustments", "Assigns", "Tax Withholdings", "Authority", "Taxes", "Fees", "Further Assurances", "Employment", "Confidentiality", "Sanctions", "Subsidiaries", "Warranties", "Benefits", "General", "Integration", "Effective Dates", "Participations", "Defined Terms", "Withholdings", "Interpretations", "Miscellaneous", "Non-Disparagement", "Consents", "Positions", "Approvals", "Modifications", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Other than actions seeking injunctive relief to enforce the provisions of Sections 9 , 10 , 11 , 13 and 14 above (which actions may be brought by the Company in a court of competent jurisdiction), any dispute or controversy between the parties hereto, whether during the Term or thereafter, including without limitation, matters relating to this Agreement, the Executive\u2019s employment with the Company and the cessation thereof, and all matters arising under any federal, state or local statute, rule or regulation or principle of contract law or common law, including but not limited to any and all medical leave statutes, wage-payment statutes, employment discrimination statutes and any other equivalent federal, state or local statute, shall be settled by arbitration administered by JAMS in Washington, D.C. pursuant to its rules applicable to employment disputes, which arbitration shall be confidential, final and binding to the fullest extent permitted by law.\u00a0 The Company shall be responsible for paying the cost of the arbitration (including the cost of the arbitrator), and all of the cost of the attorneys\u2019 fees and costs of each party, unless otherwise apportioned by the arbitrator in accordance with applicable law.\u00a0 Each party acknowledges and agrees that such party is waiving a trial by jury on all claims subject to arbitration. Notwithstanding the forgoing, and in the event of a Termination following a Change of Control, the Company shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive as a result of a dispute regarding the application of any provision of this Agreement; provided, that the Executive prevails in such dispute (as reasonably determined by such arbitration).\u00a0 Such payments shall be made within five (5) business days after delivery of the Executive\u2019s respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.", "references": ["Death", "Binding Effects", "Authority", "Construction", "Books", "Survival", "Vacations", "No Waivers", "Expenses", "Submission To Jurisdiction", "Forfeitures", "Severability", "Further Assurances", "Liens", "Counterparts", "Entire Agreements", "Intellectual Property", "Sanctions", "Duties", "Benefits", "Financial Statements", "Qualifications", "Effective Dates", "Disclosures", "Interests", "Venues", "Consents", "Vesting", "Warranties", "Sales", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Borrower shall not, or shall it permit any Subsidiary to, directly or indirectly be (a)\u00a0an employee benefit plan subject to Title I of ERISA, (b)\u00a0a plan or account subject to Section\u00a04975 of the Code, (c)\u00a0an entity deemed to hold \u201c plan assets \u201d of any such plans or accounts for purposes of ERISA or the Code or (d)\u00a0a \u201c governmental plan \u201d within the meaning of ERISA.", "references": ["Taxes", "Enforcements", "Powers", "Transactions With Affiliates", "Sales", "Waiver Of Jury Trials", "Terms", "Terminations", "Assignments", "Fees", "Vacations", "Closings", "Anti-Corruption Laws", "Existence", "Warranties", "Successors", "No Defaults", "Participations", "Indemnifications", "Venues", "No Conflicts", "Records", "Effective Dates", "Non-Disparagement", "Publicity", "Confidentiality", "Qualifications", "Assigns", "Disclosures", "Organizations", "Erisa"], "gold": ["Erisa"]}
+{"input": "If the Participant\u2019s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant\u2019s Service terminated, may be exercised by the Participant (or the Participant\u2019s guardian or legal representative) at any time prior to the expiration of twelve (12) months (or such longer or shorter period provided by the Award Agreement) after the date on which the Participant\u2019s Service terminated, but in any event no later than the date of expiration of the Option\u2019s term as set forth in the Award Agreement evidencing such Option (the \u201c Option Expiration Date \u201d ).", "references": ["Assignments", "Organizations", "Authority", "Powers", "Effectiveness", "Headings", "Waiver Of Jury Trials", "Survival", "Publicity", "Records", "Assigns", "Insurances", "Existence", "Counterparts", "Disclosures", "Confidentiality", "Capitalization", "Duties", "Participations", "Death", "Erisa", "Financial Statements", "Cooperation", "Books", "Non-Disparagement", "Agreements", "Employment", "Interpretations", "Terms", "Further Assurances", "Disability"], "gold": ["Disability"]}
+{"input": "This Agreement shall not be binding upon or enforceable against either Landlord or Tenant unless, and until, Landlord and Tenant, each in its sole discretion, shall have executed and unconditionally delivered to the other an executed counterpart of this Agreement.", "references": ["Consent To Jurisdiction", "Litigations", "Positions", "Taxes", "Erisa", "Interests", "Non-Disparagement", "Titles", "Assignments", "Base Salary", "Construction", "Survival", "Use Of Proceeds", "Terms", "Effectiveness", "Amendments", "Remedies", "Waiver Of Jury Trials", "Venues", "Sales", "Arbitration", "Financial Statements", "Entire Agreements", "Specific Performance", "Governing Laws", "Fees", "Applicable Laws", "Counterparts", "Binding Effects", "Capitalization", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection\u00a0(b) of this Section, (ii) by way of participation in accordance with the provisions of subsection\u00a0(d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection\u00a0(f) of this Section , or (iv) to an SPC in accordance with the provisions of subsection\u00a0(h) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection\u00a0(d) of this Section\u00a0and, to the extent expressly contemplated hereby, the Agent-Related Persons of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.", "references": ["Expenses", "Compliance With Laws", "Vacations", "Duties", "Headings", "No Defaults", "Survival", "Change In Control", "Terminations", "Insurances", "Use Of Proceeds", "Litigations", "Sales", "Existence", "Governing Laws", "Defined Terms", "Powers", "Interests", "Agreements", "Qualifications", "Construction", "Positions", "Consent To Jurisdiction", "Severability", "Assignments", "Specific Performance", "Warranties", "Forfeitures", "Submission To Jurisdiction", "Withholdings", "Successors"], "gold": ["Successors"]}
+{"input": "Neither Buyer nor its Affiliates has any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereby for which Seller (or, before Closing, the Company) could become liable or obligated.", "references": ["Waivers", "Expenses", "No Waivers", "Notices", "Powers", "Indemnity", "Duties", "Assignments", "Disclosures", "Disability", "Effective Dates", "Subsidiaries", "Employment", "Integration", "Survival", "Existence", "Successors", "Modifications", "Costs", "Consents", "Fees", "Records", "Authority", "No Conflicts", "Sanctions", "Transactions With Affiliates", "Consent To Jurisdiction", "Effectiveness", "Headings", "Construction", "Brokers"], "gold": ["Brokers"]}
+{"input": "The Lenders and the Administrative Agent shall have received all fees required to be paid (including such fees in any Fee Letter), and all reasonable, documented and out of pocket expenses for which invoices have been presented (including the reasonable and documented fees and expenses of Vinson & Elkins, LLP, outside legal counsel to the Administrative Agent), on or before the Effective Date.\u00a0\u00a0All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or before the Effective Date.", "references": ["Approvals", "Sanctions", "Base Salary", "Assigns", "Arbitration", "Consents", "Construction", "Intellectual Property", "Erisa", "Jurisdictions", "Successors", "Warranties", "Expenses", "Existence", "Financial Statements", "Interests", "Terminations", "Enforcements", "Brokers", "Use Of Proceeds", "Effective Dates", "Titles", "Solvency", "Capitalization", "Benefits", "Publicity", "Vacations", "Powers", "Litigations", "Disability", "Fees"], "gold": ["Fees"]}
+{"input": "(%3) Withholding of Taxes; Gross Up. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.16) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.", "references": ["Solvency", "Positions", "Death", "Financial Statements", "Amendments", "Modifications", "Enforcements", "Terms", "Definitions", "Waivers", "Effectiveness", "Insurances", "Arbitration", "Records", "Tax Withholdings", "Defined Terms", "Transactions With Affiliates", "Successors", "Enforceability", "Costs", "Sales", "Interpretations", "Confidentiality", "Terminations", "Brokers", "Vacations", "Benefits", "Use Of Proceeds", "Titles", "No Conflicts", "Taxes"], "gold": ["Taxes"]}
+{"input": "(i) The Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrator (on behalf of the Secured Parties) to exercise and enforce the Purchasers\u2019 rights and remedies under this Agreement and any other Transaction Document. Without limiting the foregoing, the Seller hereby authorizes, and will, upon the request of the Administrator, at the Seller\u2019s own expense, execute (if necessary) and file such financing or continuation statements (including fixture filings and as extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrator may reasonably request, to perfect, protect or evidence any of the foregoing.", "references": ["Integration", "Insurances", "Fees", "Terms", "Counterparts", "Compliance With Laws", "Benefits", "Litigations", "Enforcements", "Capitalization", "Cooperation", "Positions", "Closings", "Base Salary", "Taxes", "Disclosures", "Construction", "Adjustments", "Authority", "Arbitration", "Modifications", "Non-Disparagement", "Withholdings", "Change In Control", "Sanctions", "Waivers", "Successors", "Publicity", "Participations", "Vacations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each of the Lenders and the L/C Issuer hereby irrevocably appoints PNC Bank to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.\u00a0 The provisions of this Article 9 are solely for the benefit of Administrative Agent, the Lenders and the L/C Issuer, and Borrower shall not have rights as a third party beneficiary of any of such provisions.", "references": ["Benefits", "General", "Approvals", "Effectiveness", "Capitalization", "Enforcements", "Definitions", "Consent To Jurisdiction", "Specific Performance", "Anti-Corruption Laws", "Construction", "Notices", "Closings", "Expenses", "Effective Dates", "Organizations", "Integration", "Non-Disparagement", "Interpretations", "Use Of Proceeds", "Consents", "Financial Statements", "Warranties", "Miscellaneous", "Transactions With Affiliates", "Sanctions", "Brokers", "Death", "Vesting", "Positions", "Authority"], "gold": ["Authority"]}
+{"input": "During the Term of Employment, the Corporation shall pay or reimburse the COO, upon submission of appropriate documentation by him, for all out-of-pocket expenses for entertainment, travel, meals, hotel accommodations, and the like incurred by him in the interest of the Business.", "references": ["Duties", "Titles", "Disclosures", "Terminations", "Tax Withholdings", "Notices", "Amendments", "Sales", "Effectiveness", "Compliance With Laws", "Subsidiaries", "Integration", "No Defaults", "Liens", "Headings", "Remedies", "Erisa", "Payments", "No Waivers", "Interests", "Authority", "Adjustments", "No Conflicts", "Participations", "Benefits", "Solvency", "Powers", "Interpretations", "Counterparts", "Publicity", "Expenses"], "gold": ["Expenses"]}
+{"input": "Upon the vesting of Your Award, Your Award will be settled in Cash within 60 days and You will recognize ordinary income. Notwithstanding the foregoing, to the extent required to comply with Section 409A of the Code, if You are a \u201cspecified employee\u201d within the meaning of Section 409A of the Code, and the vesting of Your Award is triggered as a result of Your termination of employment, the delivery of the Award shall be delayed until (a) the six-month anniversary of Your separation from service (within the meaning of Section 409A), or (b) if earlier, as soon as practicable following Your death. The Company is required to withhold payroll taxes due with respect to that ordinary income. Pursuant to the Plan, at its option the Committee either may (a) have the Company withhold cash or (b) require You to pay to the Company the amount of the tax withholding.", "references": ["Sanctions", "Binding Effects", "Compliance With Laws", "Construction", "Forfeitures", "Indemnifications", "Releases", "Further Assurances", "Approvals", "Positions", "No Waivers", "Applicable Laws", "Adjustments", "Taxes", "Base Salary", "Specific Performance", "Remedies", "Existence", "Governing Laws", "Interpretations", "Notices", "Effective Dates", "Duties", "Payments", "Books", "Subsidiaries", "Vesting", "Cooperation", "Transactions With Affiliates", "Death", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Delivery of an executed signature page of this Agreement by telecopier or email shall be as effective as delivery of a manually executed signature page of this Agreement.", "references": ["Amendments", "Qualifications", "Indemnity", "Defined Terms", "Subsidiaries", "Fees", "Litigations", "Integration", "Successors", "Governing Laws", "Definitions", "Capitalization", "Severability", "Authority", "Costs", "Erisa", "Closings", "Interests", "Enforceability", "Insurances", "Change In Control", "Sales", "Solvency", "Positions", "Participations", "Arbitration", "Taxes", "Jurisdictions", "Waiver Of Jury Trials", "Enforcements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Award shall be governed in accordance with the laws of the State of Illinois.", "references": ["Specific Performance", "Arbitration", "Qualifications", "Enforcements", "Authority", "Submission To Jurisdiction", "Counterparts", "Survival", "Solvency", "Tax Withholdings", "Confidentiality", "Compliance With Laws", "Litigations", "Approvals", "Organizations", "Base Salary", "Brokers", "Vacations", "Forfeitures", "Non-Disparagement", "Terms", "Transactions With Affiliates", "Adjustments", "Interpretations", "Payments", "Employment", "Titles", "Liens", "Interests", "Authorizations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company, in its sole discretion, may apply for and procure in its own name (whether or not for its own benefit) policies of insurance insuring Executive\u2019s life.\u00a0\u00a0Executive agrees to submit to reasonable medical or other examinations and to execute and deliver any applications or other instruments in writing that are reasonably necessary to effectuate such insurance.\u00a0\u00a0No adverse employment actions may be based upon the results of any such exam or the failure by the Company to obtain such insurance.", "references": ["Positions", "Approvals", "Financial Statements", "Closings", "Entire Agreements", "Death", "Assigns", "Agreements", "Base Salary", "Titles", "Counterparts", "Use Of Proceeds", "Severability", "Benefits", "Solvency", "No Conflicts", "Capitalization", "Definitions", "Subsidiaries", "Litigations", "Existence", "Brokers", "Effectiveness", "Powers", "Cooperation", "Intellectual Property", "Successors", "Jurisdictions", "Terms", "Specific Performance", "Insurances"], "gold": ["Insurances"]}
+{"input": "Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares of Common Stock subject to the SAR that are being exercised multiplied by the excess, if any, of the Closing Price of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee.", "references": ["Qualifications", "Transactions With Affiliates", "Books", "Financial Statements", "Capitalization", "Arbitration", "Further Assurances", "Solvency", "Compliance With Laws", "Titles", "No Waivers", "Enforcements", "Employment", "Effectiveness", "Counterparts", "Governing Laws", "Disclosures", "Applicable Laws", "Vacations", "Representations", "Insurances", "Releases", "Taxes", "Authorizations", "Anti-Corruption Laws", "No Defaults", "Publicity", "Brokers", "Consent To Jurisdiction", "Venues", "Payments"], "gold": ["Payments"]}
+{"input": "During the two years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the \u201c 1934 Act \u201d) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the \u201c SEC Documents \u201d).\u00a0 The Company has delivered or has made available to the Buyer or its respective representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system.\u00a0 As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules\u00a0and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.\u00a0 As of their respective dates, the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) of the Company included in the SEC Documents (the \u201c Financial Statements \u201d) complied in all material respects with applicable accounting requirements and the published rules\u00a0and regulations of the SEC with respect thereto as in effect as of the time of filing.\u00a0 Such Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (\u201c GAAP \u201d), consistently applied, during the periods involved (except (i)\u00a0as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii)\u00a0in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate).\u00a0 The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No.\u00a0 5 of the Financial Accounting Standards Board which are not provided for by the Company in its Financial Statements or otherwise.\u00a0 The Company is not currently contemplating to amend or restate any of the Financial Statements nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules\u00a0and regulations of the SEC.\u00a0 The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.", "references": ["Interests", "Entire Agreements", "Vesting", "Sanctions", "Terminations", "Change In Control", "Definitions", "Waivers", "Counterparts", "Withholdings", "Powers", "Fees", "Solvency", "Applicable Laws", "Non-Disparagement", "Interpretations", "Indemnity", "Consent To Jurisdiction", "Publicity", "Survival", "Anti-Corruption Laws", "Modifications", "Warranties", "Remedies", "Amendments", "Transactions With Affiliates", "Liens", "Base Salary", "Closings", "Benefits", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Transfer and Servicing Agreement, dated as of October 10, 2018, among Verizon Owner Trust 2018-A, as Issuer, Verizon ABS LLC, as depositor (the \u201c Depositor \u201d), and Cellco Partnership d/b/a Verizon Wireless, as servicer (in such capacity, the \u201c Servicer \u201d), as marketing agent (in such capacity, the \u201c Marketing Agent \u201d) and as custodian (in such capacity, the \u201c Custodian \u201d).\u00a0 Appendix A also contains usage rules that apply to this Agreement.\u00a0 Appendix A is incorporated by reference into this Agreement.", "references": ["Non-Disparagement", "Governing Laws", "Notices", "Warranties", "Effective Dates", "Modifications", "Liens", "Vacations", "Consent To Jurisdiction", "Base Salary", "Headings", "Authorizations", "Existence", "Use Of Proceeds", "Taxes", "Consents", "No Waivers", "Terminations", "Indemnity", "Authority", "Assignments", "Benefits", "Survival", "Titles", "Enforceability", "Entire Agreements", "Sales", "Amendments", "Confidentiality", "Compliance With Laws", "Definitions"], "gold": ["Definitions"]}
+{"input": "At such time as all of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been finally paid and satisfied in full and the Commitments have been irrevocably terminated, this Agreement shall terminate and Agent shall, upon written request and at the expense of Borrower, execute and deliver to Borrower all documents and other instruments as may be necessary or proper to evidence the termination of Agent\u2019s security interest in the Collateral and Agent shall return to Borrower any Collateral then in Agent\u2019s possession.", "references": ["Severability", "Closings", "Specific Performance", "Consent To Jurisdiction", "Sales", "Duties", "Payments", "Capitalization", "Sanctions", "Releases", "Definitions", "Litigations", "Liens", "Forfeitures", "Intellectual Property", "Waiver Of Jury Trials", "Authority", "Enforceability", "Qualifications", "Employment", "Counterparts", "Waivers", "No Defaults", "Organizations", "Assigns", "Construction", "Insurances", "Change In Control", "Interests", "Expenses", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Parent has furnished to each Lender copies of (i)\u00a0the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal year ended December\u00a031, 2017, and the related audited consolidated statements of operations, shareholders\u2019 equity and cash flows for the fiscal year ended on such date, with the opinion thereon of PricewaterhouseCoopers LLP, (ii)\u00a0the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended June\u00a030, 2018, and the related audited consolidated statements of operations, shareholders\u2019 equity and cash flows for the fiscal quarter ended on such date, with the opinion thereon of PricewaterhouseCoopers LLP, and (iii)\u00a0the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended September\u00a030, 2018, and the related unaudited consolidated statements of operations, shareholders\u2019 equity and cash flows of the Parent and its consolidated Subsidiaries for the fiscal quarter period ended on such date. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flows for such periods (subject, as to unaudited interim statements, to changes resulting from normal year-end audit adjustments). Neither the Parent nor any of its Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or notes thereto, except as referred to or reflected or provided for in said financial statements.", "references": ["Assignments", "No Defaults", "Transactions With Affiliates", "Entire Agreements", "Assigns", "Jurisdictions", "Agreements", "Compliance With Laws", "Severability", "Confidentiality", "Warranties", "Construction", "Base Salary", "Venues", "Submission To Jurisdiction", "Sales", "Brokers", "Integration", "Approvals", "Capitalization", "Titles", "Counterparts", "Headings", "Effectiveness", "Releases", "Vesting", "Definitions", "Intellectual Property", "Withholdings", "Enforceability", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement constitutes the sole and entire agreement between the Company and the Executive and supersedes any and all understandings and agreements made prior hereto.", "references": ["Tax Withholdings", "Organizations", "Interpretations", "Transactions With Affiliates", "Enforceability", "Binding Effects", "Benefits", "Publicity", "Jurisdictions", "Consents", "Releases", "Terminations", "Notices", "Authorizations", "Terms", "Forfeitures", "Expenses", "Agreements", "Fees", "Counterparts", "Duties", "Warranties", "Headings", "Use Of Proceeds", "Approvals", "Effective Dates", "Financial Statements", "Construction", "Amendments", "Participations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Borrower is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, has all powers and all material governmental business authorizations, consents and approvals required to carry on its business as now conducted and is duly qualified as a foreign limited liability company, licensed and in good standing in each jurisdiction where qualification or licensing is required by the nature of its business or the character and location of its property, business or customers and in which the failure to so qualify or be licensed or in good standing, as the case may be, in the aggregate, could have a Material Adverse Effect.", "references": ["Erisa", "Consent To Jurisdiction", "Taxes", "Successors", "Enforcements", "Expenses", "Headings", "Publicity", "Severability", "Effectiveness", "Use Of Proceeds", "Specific Performance", "Consents", "Enforceability", "General", "Existence", "Terminations", "Vacations", "Litigations", "Payments", "Waiver Of Jury Trials", "Arbitration", "Binding Effects", "Capitalization", "Submission To Jurisdiction", "Waivers", "Applicable Laws", "Disclosures", "Closings", "Further Assurances", "Organizations"], "gold": ["Organizations"]}
+{"input": "On each Borrowing Date, after giving effect to the consummation of the Transaction, the making of the Loans and the performance by the Obligors of the Credit Documents, the financings incurred in connection therewith and the other transactions contemplated hereby, there shall be no conflict with, or default under any material agreement to which the Borrower or any Subsidiary Guarantor is a party as a result thereof.", "references": ["Entire Agreements", "Records", "Waiver Of Jury Trials", "Costs", "Cooperation", "Consents", "Compliance With Laws", "Sales", "Approvals", "Enforceability", "Withholdings", "Specific Performance", "Vacations", "Jurisdictions", "Qualifications", "Severability", "Expenses", "Successors", "Insurances", "Miscellaneous", "Vesting", "Death", "Capitalization", "Positions", "Submission To Jurisdiction", "Publicity", "No Defaults", "Titles", "Headings", "Organizations", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "No failure by any Term Loan Facility Secured Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Finance Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Finance Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.", "references": ["Fees", "Notices", "Tax Withholdings", "No Conflicts", "Integration", "Effective Dates", "Consents", "Liens", "Sales", "Benefits", "Anti-Corruption Laws", "Successors", "Disclosures", "Disability", "Use Of Proceeds", "Capitalization", "Miscellaneous", "Records", "Costs", "Counterparts", "Books", "Qualifications", "Authority", "Remedies", "Interests", "Arbitration", "Representations", "Forfeitures", "Definitions", "Modifications", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "No waiver by either party of any failure or refusal by the other party to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to so comply. Either party may waive any of the terms and conditions of this Agreement made for its benefit provided such waiver is in writing and signed by the party waiving such term or condition.", "references": ["Successors", "Capitalization", "Forfeitures", "Existence", "Qualifications", "Authorizations", "Indemnity", "Intellectual Property", "Titles", "Change In Control", "Remedies", "Closings", "Construction", "Publicity", "Consent To Jurisdiction", "Powers", "Authority", "Terminations", "Consents", "Counterparts", "Terms", "Binding Effects", "Payments", "Assigns", "Sales", "Books", "Vacations", "Liens", "Waivers", "Representations", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "All notices and other communications hereunder and under this Agreement and each other Transaction Document (unless otherwise specified in such Transaction Document) shall be deemed given by registered or certified mail, return receipt requested, hand delivery, overnight mail or telecopy (confirmed by mail) if to a party hereto at the address for such party on the signature page set forth herein unless a party shall give notice in writing of a different address or facsimile number in the manner provided herein. Notices and other communications shall be (i) in the case of those by hand delivery, deemed to have been given when delivered to any officer of the party to whom it is addressed, (ii) in the case of those by mail or overnight mail, deemed to have been given when deposited in the mail or with the overnight mail carrier and (iii) in the case of a telecopy, deemed given when dispatched.", "references": ["Capitalization", "Successors", "Insurances", "Financial Statements", "No Conflicts", "Participations", "Subsidiaries", "Miscellaneous", "Base Salary", "Specific Performance", "Counterparts", "Sanctions", "Assignments", "Effective Dates", "Qualifications", "Enforceability", "Forfeitures", "Cooperation", "Applicable Laws", "Employment", "Erisa", "Non-Disparagement", "Use Of Proceeds", "Closings", "Interests", "Titles", "Liens", "Benefits", "Costs", "Construction", "Notices"], "gold": ["Notices"]}
+{"input": "Each party acknowledges and agrees that the other party would be irreparably damaged if the provisions of this Agreement are not performed in accordance with their terms and that any breach of this Agreement and the non-consummation of the transactions contemplated hereby by either party could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any remedy to which such other party may be entitled under Section 7(k) , provisional measures and injunctive relief necessary to protect the possibility of each party to seek specific performance from the other from the tribunal referred to in Section 7(k) can be sought from any court of competent jurisdiction. Each of the parties hereto (i) agrees that it shall not oppose the granting of any such relief and (ii) hereby irrevocably waives any requirement for the security or posting of any bond in connection with any such relief (it is understood that clause (i) of this sentence is not intended to, and shall not, preclude any party hereto from litigating on the merits the substantive claim to which such remedy relates).", "references": ["Disclosures", "Benefits", "Closings", "Solvency", "Construction", "Capitalization", "Defined Terms", "Consents", "Duties", "Insurances", "Compliance With Laws", "Transactions With Affiliates", "Arbitration", "Binding Effects", "Positions", "Severability", "Expenses", "Entire Agreements", "Publicity", "Subsidiaries", "Definitions", "No Defaults", "Submission To Jurisdiction", "Cooperation", "Terminations", "Notices", "Effectiveness", "Indemnifications", "Vesting", "Base Salary", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "If any provision hereof or of any other document securing or related to the indebtedness evidenced hereby is, for any reason and to any extent, invalid or unenforceable, then neither the remainder of the document in which such provision is contained, nor the application of the provision to other persons, entities, or circumstances, nor any other document referred to herein, shall be affected thereby, but instead shall be enforceable to the maximum extent permitted by law.", "references": ["Arbitration", "Waivers", "Adjustments", "Specific Performance", "Subsidiaries", "Records", "Approvals", "Assigns", "Integration", "Indemnity", "Miscellaneous", "Anti-Corruption Laws", "Effective Dates", "Publicity", "Use Of Proceeds", "Solvency", "Consents", "Financial Statements", "Forfeitures", "Employment", "Payments", "Brokers", "Entire Agreements", "Successors", "Participations", "Warranties", "Intellectual Property", "Expenses", "Fees", "Books", "Severability"], "gold": ["Severability"]}
+{"input": "In addition to the terms defined above in the introduction and Recitals to this Agreement, the following terms when used in this Agreement shall have the meanings set forth in this Section\u00a01.1 .", "references": ["Authority", "Interpretations", "Consent To Jurisdiction", "Binding Effects", "Change In Control", "Compliance With Laws", "Powers", "Death", "Use Of Proceeds", "Terminations", "Confidentiality", "Indemnity", "Remedies", "Sales", "Applicable Laws", "Specific Performance", "Books", "Solvency", "Construction", "Warranties", "Enforcements", "Cooperation", "Defined Terms", "No Defaults", "Submission To Jurisdiction", "Effective Dates", "Fees", "Base Salary", "Headings", "Indemnifications", "Definitions"], "gold": ["Definitions"]}
+{"input": "The term of the Limited Partner\u2019s services hereunder shall commence as of the Admission Date and continue through December\u00a031, 2020 (the \u201c Scheduled Expiration of the Term \u201d) or such earlier date as the Limited Partner ceases to be an Active Individual LP (the \u201c Term \u201d). If the Partnership and the Limited Partner mutually wish to extend the Term, the parties agree to use reasonable efforts to begin negotiation of mutually agreeable terms at least three months prior to expiration of the Term; provided that no party is under any obligation to do so and either party may decline to extend the Term for any reason or for no reason. Any non-extension of the Term shall be treated as a Withdrawal effective as of the last day of the Term for all purposes of this Agreement.", "references": ["Books", "Enforceability", "Litigations", "Fees", "Benefits", "Adjustments", "Counterparts", "Change In Control", "Transactions With Affiliates", "Interpretations", "Expenses", "Modifications", "Confidentiality", "Binding Effects", "Brokers", "Costs", "Survival", "Withholdings", "Headings", "Records", "Definitions", "Solvency", "Defined Terms", "Disclosures", "Consents", "Assignments", "Effective Dates", "Approvals", "Agreements", "Death", "Terms"], "gold": ["Terms"]}
+{"input": "Each representation and warranty of each Credit Party contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the date hereof and will be true and correct in all material respects after giving effect to the amendments set forth in Section 2 hereof, except to the extent that (a) any such representation and warranty is expressly limited to an earlier date, in which case such representation and warranty is and will be true and correct in all material respects as of such specified earlier date and (b) any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) is and will be true and correct in all respects.", "references": ["Liens", "Employment", "Participations", "Confidentiality", "Tax Withholdings", "Interpretations", "Closings", "Effectiveness", "Assigns", "Titles", "Notices", "Taxes", "Binding Effects", "Publicity", "Specific Performance", "General", "Indemnifications", "Cooperation", "Transactions With Affiliates", "Terminations", "Remedies", "Enforceability", "Withholdings", "Governing Laws", "Authority", "Costs", "No Conflicts", "Base Salary", "Payments", "Powers", "Warranties"], "gold": ["Warranties"]}
+{"input": "All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated herein, other than for Regulation D and state blue sky filings with respect to the sale of Shares which will be made pre-closing, in states with pre-offer requirements, and post-closing in accordance with such laws, have been obtained and will be effective as of the Closing Date, provided that this representation and warranty is made in reliance on, and assuming the accuracy of, the representations and warranties of the Purchaser in Section 4 hereof to the extent that the accuracy of such representations and warranties are relevant to the determination of whether any such consent, approval, order or authorization is required.", "references": ["Publicity", "Terms", "Venues", "Confidentiality", "Subsidiaries", "Powers", "Governing Laws", "No Defaults", "Adjustments", "Duties", "Solvency", "Disclosures", "Existence", "Tax Withholdings", "Indemnifications", "Sanctions", "Integration", "Indemnity", "Compliance With Laws", "Financial Statements", "Warranties", "Taxes", "Vesting", "Capitalization", "Effective Dates", "Disability", "Counterparts", "Arbitration", "Authority", "Agreements", "Consents"], "gold": ["Consents"]}
+{"input": "Without the prior written consent of the other party, the benefits of this Agreement may not be assigned or in any other manner transferred and the obligations may not be delegated. Subject to the foregoing limitation on assignment and delegation, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective personal representatives, successors and assigns, and no other person shall have any right, benefit or obligation hereunder.", "references": ["Death", "Use Of Proceeds", "Duties", "Liens", "Defined Terms", "Entire Agreements", "Taxes", "Enforceability", "Financial Statements", "Vacations", "Counterparts", "Tax Withholdings", "Erisa", "Fees", "Cooperation", "Interests", "Effectiveness", "Enforcements", "No Conflicts", "Waivers", "Venues", "Organizations", "Employment", "Miscellaneous", "Sales", "Sanctions", "Powers", "Intellectual Property", "Submission To Jurisdiction", "Binding Effects", "Assignments"], "gold": ["Assignments"]}
+{"input": "With respect to any currently outstanding restricted stock units granted to you under the Plan that are scheduled to vest on any date between September 16 - 30, 2018, September 16 - 30, 2019, or September 16 - 30, 2020, each such vesting date will be modified such that the outstanding restricted stock units will vest on September 15 of the given year.", "references": ["Warranties", "Solvency", "Remedies", "Interests", "Severability", "Enforcements", "Integration", "Disability", "Authority", "Binding Effects", "Jurisdictions", "Non-Disparagement", "Disclosures", "No Defaults", "Financial Statements", "Sales", "Use Of Proceeds", "Transactions With Affiliates", "Compliance With Laws", "Employment", "Enforceability", "General", "Consents", "Venues", "Counterparts", "Costs", "Benefits", "Adjustments", "Payments", "Organizations", "Vesting"], "gold": ["Vesting"]}
+{"input": "If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will not be affected, impaired or invalidated. In addition, the Parties agree to use commercially reasonable efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.", "references": ["Binding Effects", "Death", "Solvency", "General", "Warranties", "Existence", "Survival", "Qualifications", "Cooperation", "Organizations", "Enforcements", "Disclosures", "Positions", "Capitalization", "Venues", "Employment", "Titles", "Adjustments", "Applicable Laws", "Waiver Of Jury Trials", "Interpretations", "Defined Terms", "Authorizations", "Integration", "Arbitration", "Construction", "Duties", "Brokers", "Vacations", "Amendments", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns.\u00a0 The Participant shall not assign (except as provided by Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.", "references": ["Defined Terms", "General", "Powers", "Consent To Jurisdiction", "Miscellaneous", "Severability", "Construction", "Base Salary", "Enforceability", "Interests", "Indemnity", "Representations", "Binding Effects", "Modifications", "Cooperation", "Taxes", "Entire Agreements", "No Waivers", "Use Of Proceeds", "Insurances", "Releases", "Interpretations", "Death", "No Defaults", "Books", "Assigns", "Brokers", "Change In Control", "Sanctions", "Solvency", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement contains the entire agreement between the parties concerning the subject matter hereof and as of the Effective Date supersedes all other prior agreements and understandings, written and oral, between the parties with respect to the subject matter of this Agreement.", "references": ["Powers", "Indemnifications", "Miscellaneous", "Intellectual Property", "Binding Effects", "Submission To Jurisdiction", "Use Of Proceeds", "Modifications", "Disability", "Taxes", "No Defaults", "Expenses", "Base Salary", "Applicable Laws", "Solvency", "Titles", "Transactions With Affiliates", "Death", "Liens", "Waiver Of Jury Trials", "Benefits", "No Waivers", "Enforcements", "Publicity", "Successors", "Severability", "Adjustments", "Fees", "Indemnity", "Costs", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Unless this Agreement has been terminated and the transactions contemplated hereby have been abandoned pursuant to Article VIII , the closing of the transactions contemplated by this Agreement (the \u201c Closing \u201d) shall take place through the electronic exchange of signature pages on the Business Day after all of the conditions to the Closing set forth in Article VII (other than those that by their terms are to be satisfied at the Closing) are satisfied or waived, or such other date, time and place agreed upon by Seller and Buyer, and the Closing will be effective at 12:01 a.m. Pacific time on such date (the \u201c Closing Date \u201d).", "references": ["Taxes", "Arbitration", "Venues", "Vacations", "Titles", "Change In Control", "Financial Statements", "Brokers", "Death", "Releases", "Interests", "Duties", "Warranties", "Governing Laws", "Binding Effects", "Intellectual Property", "Effective Dates", "Indemnifications", "Miscellaneous", "Integration", "Assignments", "Terms", "Consents", "Headings", "Books", "Consent To Jurisdiction", "Counterparts", "Forfeitures", "Notices", "Survival", "Closings"], "gold": ["Closings"]}
+{"input": "The Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents) that may be required under any applicable law, or that the Administrative Agent may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times, all at the expense of the Loan Parties. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents.", "references": ["Assigns", "Participations", "Closings", "Fees", "Specific Performance", "Consent To Jurisdiction", "Sanctions", "Warranties", "Authorizations", "Enforceability", "Construction", "Publicity", "Submission To Jurisdiction", "Litigations", "Definitions", "Liens", "Brokers", "Insurances", "Miscellaneous", "Jurisdictions", "Death", "Survival", "Intellectual Property", "Interests", "Existence", "Interpretations", "No Waivers", "Change In Control", "Remedies", "Positions", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement shall become effective on such date (herein called the \u201c Effective Date \u201d) when the conditions set forth in this Section have been satisfied.", "references": ["Effectiveness", "Qualifications", "Existence", "Brokers", "Amendments", "Adjustments", "Powers", "Disclosures", "Death", "Books", "Applicable Laws", "Arbitration", "Enforceability", "No Waivers", "Defined Terms", "General", "Insurances", "Entire Agreements", "Costs", "Tax Withholdings", "Agreements", "No Defaults", "Waiver Of Jury Trials", "Participations", "Subsidiaries", "Approvals", "Modifications", "Sanctions", "Duties", "Closings", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The provisions of this Agreement that may be reasonably interpreted as surviving its termination, including the applicable provisions of Sections 3-11 hereof, shall continue in effect after termination of this Agreement. Global Eagle is entitled to communicate Consultant\u2019s obligations under this Agreement to any future client or potential client of Consultant.", "references": ["Entire Agreements", "Consents", "Tax Withholdings", "Amendments", "Governing Laws", "Successors", "Non-Disparagement", "Sanctions", "Remedies", "Venues", "No Conflicts", "Specific Performance", "Payments", "Insurances", "Cooperation", "Benefits", "Interpretations", "Agreements", "Participations", "Effectiveness", "Powers", "Waiver Of Jury Trials", "Headings", "Taxes", "Brokers", "Titles", "Solvency", "Confidentiality", "Use Of Proceeds", "Assignments", "Survival"], "gold": ["Survival"]}
+{"input": "All notices and other communications provided for hereunder shall be in writing and shall be mailed (by overnight mail or by certified mail, postage prepaid and return receipt requested), telecopied or delivered, if to any Guarantor, to the address for such Guarantor set forth on the signature page hereto, or if to any Holder, to it at its respective address set forth in the Securities Purchase Agreement; or as to any Person at such other address as shall be designated by such Person in a written notice to such other Person complying as to delivery with the terms of this Section \u00a08 . All such notices and other communications shall be effective (i)\u00a0if mailed (by certified mail, postage prepaid and return receipt requested), when received or three Business Days after deposited in the mails, whichever occurs first; (ii)\u00a0if telecopied, when transmitted and confirmation is received, provided same is on a Business Day and, if not, on the next Business Day; or (iii)\u00a0if delivered by hand, upon delivery, provided same is on a Business Day and, if not, on the next Business Day.", "references": ["Binding Effects", "Severability", "Insurances", "Indemnity", "No Conflicts", "Counterparts", "Enforceability", "Litigations", "Forfeitures", "Approvals", "Assigns", "Successors", "Definitions", "Consents", "Organizations", "Qualifications", "Headings", "Defined Terms", "Specific Performance", "Remedies", "Liens", "Authority", "Venues", "Enforcements", "Base Salary", "Records", "Miscellaneous", "Agreements", "Modifications", "Anti-Corruption Laws", "Notices"], "gold": ["Notices"]}
+{"input": "The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. When a reference is made in this Agreement to \u201cRecitals\u201d, \u201cArticles\u201d, \u201cSections\u201d or \u201cAnnexes\u201d, such reference shall be to a Recital, Article or Section of, or Annex to, this Agreement unless otherwise indicated. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. References to \u201cherein\u201d, \u201chereof\u201d, \u201chereunder\u201d and the like refer to this Agreement as a whole and not to any particular section or provision, unless the context requires otherwise. All references to \u201c$\u201d or \u201cdollars\u201d mean the lawful currency of the United States of America. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.", "references": ["Withholdings", "Modifications", "Existence", "Expenses", "Defined Terms", "Amendments", "Successors", "Representations", "Entire Agreements", "Releases", "Consents", "Agreements", "Counterparts", "Notices", "Base Salary", "Warranties", "Authority", "Enforcements", "Governing Laws", "Tax Withholdings", "Vesting", "Change In Control", "Financial Statements", "Interpretations", "Non-Disparagement", "Miscellaneous", "Taxes", "Powers", "Severability", "Terms", "Construction"], "gold": ["Construction"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles thereof.", "references": ["Severability", "Change In Control", "Remedies", "Submission To Jurisdiction", "Duties", "Confidentiality", "Subsidiaries", "Tax Withholdings", "Sanctions", "Miscellaneous", "Approvals", "Capitalization", "Consent To Jurisdiction", "No Waivers", "Terminations", "Indemnity", "Modifications", "Counterparts", "Organizations", "Authority", "Consents", "Litigations", "Publicity", "Transactions With Affiliates", "Entire Agreements", "Participations", "No Defaults", "Financial Statements", "Intellectual Property", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "EACH PARTY TO A TRANSACTION AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY OF THE TRANSACTION AGREEMENTS.\u00a0\u00a0EACH PARTY TO A TRANSACTION AGREEMENT (I)\u00a0CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES THERETO HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION\u00a012.17 .", "references": ["Authority", "Confidentiality", "Applicable Laws", "Use Of Proceeds", "Brokers", "Fees", "Counterparts", "Benefits", "Liens", "Arbitration", "Solvency", "Governing Laws", "Consent To Jurisdiction", "Construction", "Intellectual Property", "Employment", "Effectiveness", "Forfeitures", "Subsidiaries", "Integration", "Approvals", "Compliance With Laws", "Defined Terms", "Effective Dates", "Insurances", "Terms", "No Conflicts", "Venues", "Duties", "Sales", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Subject to the applicable provisions of the Award agreement and the Plan, upon a participant\u2019s termination of employment or service for any reason during the Performance Cycle for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Administrator at grant.", "references": ["Subsidiaries", "Binding Effects", "Entire Agreements", "Adjustments", "Death", "Solvency", "Assigns", "Costs", "Amendments", "Waivers", "Successors", "Terms", "Warranties", "Positions", "No Waivers", "Erisa", "Jurisdictions", "Organizations", "Effective Dates", "Insurances", "Qualifications", "General", "Powers", "Employment", "Consents", "Duties", "Severability", "Submission To Jurisdiction", "Releases", "No Conflicts", "Terminations"], "gold": ["Terminations"]}
+{"input": "For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid and addressed to the address of the respective party set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.", "references": ["Effective Dates", "Definitions", "Tax Withholdings", "No Defaults", "Powers", "Interpretations", "Compliance With Laws", "Non-Disparagement", "Submission To Jurisdiction", "Use Of Proceeds", "Severability", "Adjustments", "Remedies", "No Waivers", "Intellectual Property", "Records", "Approvals", "Litigations", "Capitalization", "Sales", "Participations", "Cooperation", "Change In Control", "Applicable Laws", "Closings", "Confidentiality", "Consent To Jurisdiction", "Books", "Representations", "General", "Notices"], "gold": ["Notices"]}
+{"input": "Awards may be granted on the terms and conditions set forth in this Section\u00a06. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section\u00a011(e) and Section\u00a011(k)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment or service by the Participant and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion with respect to any term or condition of an Award that is not mandatory under the Plan, subject to Section\u00a011(k). The Committee shall require the payment of lawful consideration for an Award to the extent necessary to satisfy the requirements of the Delaware General Corporation Law, and may otherwise require payment of consideration for an Award except as limited by the Plan. The minimum vesting and minimum exercisability conditions described below need not apply (i)\u00a0in the case of the death, disability or Retirement of the Participant or termination of employment of a Participant in connection with a Change of Control, and (ii)\u00a0with respect to up to an aggregate of 5% of the shares of Stock authorized under the Plan, which may be granted (or regranted upon forfeiture) in any form permitted under the Plan without regard to such minimum vesting or minimum exercisability requirements.", "references": ["Forfeitures", "Titles", "Intellectual Property", "Severability", "Participations", "Erisa", "Tax Withholdings", "Duties", "Change In Control", "Subsidiaries", "Miscellaneous", "Vacations", "Records", "Authority", "Expenses", "Insurances", "Successors", "Employment", "Publicity", "Headings", "Compliance With Laws", "Remedies", "Effectiveness", "Terms", "Effective Dates", "Use Of Proceeds", "Warranties", "Releases", "Liens", "Entire Agreements", "General"], "gold": ["General"]}
+{"input": "This Plan shall be governed by the laws of the State of Ohio, without giving effect to its conflict of law provisions.", "references": ["Transactions With Affiliates", "Agreements", "Enforceability", "Venues", "Vacations", "Withholdings", "Brokers", "Construction", "Consents", "Warranties", "Further Assurances", "Applicable Laws", "Payments", "Titles", "Powers", "Capitalization", "No Waivers", "Benefits", "Authority", "General", "Notices", "Assignments", "Headings", "Tax Withholdings", "Submission To Jurisdiction", "Consent To Jurisdiction", "No Defaults", "Jurisdictions", "Duties", "Adjustments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The representations and warranties of the Company set forth in this Agreement and in any certificate signed by an officer and delivered to the Purchasers pursuant to or in connection with this Agreement (to the extent provided prior to Closing) are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise specifically provided herein or therein. None of the representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Purchasers by or on behalf of Company pursuant to or in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances when made and as of the Closing Date.", "references": ["Arbitration", "Insurances", "Definitions", "Consent To Jurisdiction", "Amendments", "Submission To Jurisdiction", "Disability", "Defined Terms", "Warranties", "Fees", "Forfeitures", "Titles", "Powers", "Counterparts", "Headings", "Transactions With Affiliates", "Assigns", "Disclosures", "Governing Laws", "Adjustments", "Sanctions", "Benefits", "No Conflicts", "Effective Dates", "Survival", "Remedies", "Withholdings", "Brokers", "Enforcements", "Payments", "Representations"], "gold": ["Representations"]}
+{"input": "Any payment to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Bank or the Plan, and the Administrator may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release (a \u201cRelease\u201d) to such effect. If requested, such Release shall be executed by the Participant or Beneficiary within the reasonable time period designated by the Bank (not more than ninety (90) days) in order to assure that payments can be made within the time period specified in the Plan, but not prior to expiration of any period specified for revocation of such Release. If a Participant or Beneficiary does not sign and return the Release within the specified period, he or she will forfeit any payments contingent on the Release. If the period for signing and returning the Release designated by the Bank extends into a later taxable year, any payments contingent upon the Release will be made (or begin) in the later taxable year.", "references": ["Further Assurances", "Withholdings", "Employment", "Construction", "Liens", "Headings", "Titles", "Agreements", "Modifications", "Assignments", "Terms", "Duties", "Qualifications", "Consents", "Applicable Laws", "Warranties", "Amendments", "Representations", "Indemnifications", "Severability", "Sanctions", "No Waivers", "Records", "Closings", "Approvals", "Insurances", "Transactions With Affiliates", "Indemnity", "Binding Effects", "Forfeitures", "Releases"], "gold": ["Releases"]}
+{"input": "All capitalized terms used in this Amendment shall, except where the context otherwise requires, have the meanings set forth in the Original Agreement as amended hereby.", "references": ["Cooperation", "Sanctions", "Transactions With Affiliates", "Governing Laws", "Duties", "Liens", "Interpretations", "Benefits", "Consents", "Fees", "Arbitration", "Warranties", "Costs", "No Conflicts", "Solvency", "Interests", "Waivers", "Records", "Assignments", "Representations", "Erisa", "Subsidiaries", "Disability", "Consent To Jurisdiction", "Definitions", "Change In Control", "Binding Effects", "Tax Withholdings", "Participations", "Terms", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Award of PSUs is documented by the records of the Committee or its delegate, which records shall be the final determinant of the number of Shares granted and the conditions of this Agreement. The Committee may amend or modify this Award in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Award, provided that no such amendment or modification shall materially diminish the Participant\u2019s rights under this Agreement without his or her consent. Notwithstanding anything in this Agreement or the Plan to the contrary, this Award may be amended by the Company without the Participant\u2019s consent, including, but not limited to, modifications to any of the rights granted to the Participant under this Agreement, at such time and in such manner as the Company may consider necessary or desirable to reflect changes in law (including for regulatory, legal and Company requirements relating to \u201cexecutive compensation clawbacks\u201d). Except as in accordance with the two immediately preceding sentences and Section 13(b), this Agreement may be amended, modified or supplemented only by an instrument in writing signed (electronically or manually) by both parties hereto.", "references": ["General", "Interests", "Assigns", "Change In Control", "Death", "No Conflicts", "Survival", "Existence", "Jurisdictions", "Insurances", "Subsidiaries", "Forfeitures", "Liens", "Duties", "Expenses", "Enforceability", "Defined Terms", "Specific Performance", "Qualifications", "Representations", "Indemnity", "Binding Effects", "Submission To Jurisdiction", "Records", "Cooperation", "Integration", "Vacations", "Headings", "Employment", "Applicable Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "Subject to changes in facts or conditions which are required or permitted under this Agreement, none of the reports, financial statements, certificates or other information furnished by or on behalf of any of AXE, Anixter, and the Subsidiaries of Anixter to Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.", "references": ["Interests", "Sanctions", "Financial Statements", "Miscellaneous", "Qualifications", "Employment", "Expenses", "Consents", "Integration", "Publicity", "Insurances", "Capitalization", "Taxes", "Assigns", "Venues", "Base Salary", "Adjustments", "No Conflicts", "Counterparts", "Liens", "Withholdings", "Erisa", "Confidentiality", "Defined Terms", "Records", "Waivers", "Forfeitures", "Modifications", "Indemnifications", "Change In Control", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Subject to any applicable materiality qualifier, all representations and warranties of such Loan Party contained in this Agreement and the Other Documents to which it is a party shall be true at the time of such Loan Party\u2019s execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.", "references": ["Powers", "Arbitration", "Indemnifications", "Releases", "Binding Effects", "Applicable Laws", "Vesting", "Compliance With Laws", "Publicity", "Sanctions", "Notices", "Authorizations", "Effectiveness", "General", "Severability", "Records", "Titles", "No Defaults", "Consent To Jurisdiction", "Entire Agreements", "Organizations", "Insurances", "No Conflicts", "Financial Statements", "Disability", "Effective Dates", "Employment", "Adjustments", "Authority", "Governing Laws", "Warranties"], "gold": ["Warranties"]}
+{"input": "The definitions contained in this Agreement and the rights and obligations contained in Paragraphs\u00a04 (\u201cIntellectual Property Rights\u201d) and 7\u00a0(\u201cGeneral Provisions\u201d) will survive any termination or expiration of this Agreement.", "references": ["Employment", "Taxes", "Litigations", "Amendments", "Sales", "Warranties", "Solvency", "Withholdings", "Use Of Proceeds", "Integration", "Expenses", "Interests", "Entire Agreements", "Qualifications", "Remedies", "Indemnity", "Successors", "Titles", "Waiver Of Jury Trials", "Severability", "Benefits", "Change In Control", "Applicable Laws", "Notices", "Compliance With Laws", "Anti-Corruption Laws", "Costs", "Organizations", "Approvals", "Authority", "Survival"], "gold": ["Survival"]}
+{"input": "Subject to the terms of this Agreement and the payment obligations set forth herein, this Agreement will remain in effect until terminated in accordance with the terms of the Agreement.\u00a0\u00a0Upon a termination of employment, and to the extent requested in writing by the Company, you agree to resign from all positions you may hold with the Company, including as a member of the Board, and any of its subsidiaries or affiliated entities at such time (including as a member of the Board and the boards or equivalent governing bodies of any subsidiaries or entities).", "references": ["No Waivers", "Vacations", "Qualifications", "Definitions", "Organizations", "Sales", "Severability", "Litigations", "Specific Performance", "Records", "Headings", "No Defaults", "Interests", "Miscellaneous", "Assignments", "Binding Effects", "Integration", "Amendments", "Interpretations", "Entire Agreements", "Agreements", "Base Salary", "Transactions With Affiliates", "Effective Dates", "Insurances", "Death", "No Conflicts", "Use Of Proceeds", "Indemnity", "Representations", "Terms"], "gold": ["Terms"]}
+{"input": "The Executive agrees and acknowledges that, except for Base Salary paid to Executive, amounts and awards payable pursuant to this Agreement or any bonus or incentive plan are subject to forfeiture and recoupment and may be cancelled without payment and/or a demand for repayment of any amounts or gains realized may be made upon the Executive in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws, or if the Executive engages in conduct that constitutes Cause (including, for the sake of clarity, violation of the Company\u2019s confidentiality, non-compete or non-solicit requirements following Executive\u2019s termination of employment), or as provided in the ESPP, the Equity Plan or any grant agreement, each as may be amended from time to time to comply with legal or regulatory requirements, or as required by law.", "references": ["No Waivers", "Disclosures", "General", "Use Of Proceeds", "Construction", "Taxes", "Indemnifications", "Fees", "Capitalization", "Death", "Terminations", "No Defaults", "Benefits", "Non-Disparagement", "Authorizations", "Further Assurances", "Insurances", "Consent To Jurisdiction", "Subsidiaries", "Change In Control", "Entire Agreements", "Amendments", "Releases", "Powers", "Cooperation", "No Conflicts", "Confidentiality", "Vesting", "Venues", "Successors", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Each Party shall be entitled to seek, in addition to any other right or remedy it may have, at law or in equity, a temporary injunction, without the posting of any bond or other security, enjoining or restraining the other Party from any violation or threatened violation of this Section\u00a08.", "references": ["No Defaults", "Jurisdictions", "Miscellaneous", "Assignments", "Withholdings", "Definitions", "Confidentiality", "No Conflicts", "Further Assurances", "Interpretations", "Authorizations", "Integration", "Erisa", "Costs", "Liens", "Warranties", "Governing Laws", "Notices", "Releases", "Cooperation", "Subsidiaries", "Death", "Venues", "Payments", "Participations", "Litigations", "Consent To Jurisdiction", "Publicity", "Existence", "Enforcements", "Remedies"], "gold": ["Remedies"]}
+{"input": "With respect to all Property Taxes affecting the ownership or operation of the Assets, Seller warrants and represents (a) all reports, returns, statements (including estimated reports, returns or statements), and other similar filings (the \u201c Tax Returns \u201d) affecting the ownership or operation of the Assets required to be filed on or before the Effective Time by Seller have been or will be timely filed with the appropriate Governmental Body in all jurisdictions in which such Tax Returns are required to be filed; and (b) such Tax Returns are true and correct in all material respects, and all Property Taxes related to the ownership or operation of the Assets by Seller (whether or not reported on such Tax Returns) have been paid.", "references": ["Litigations", "Subsidiaries", "Agreements", "Terms", "Erisa", "Venues", "No Conflicts", "Integration", "Vacations", "Releases", "Vesting", "Qualifications", "Interpretations", "Positions", "Solvency", "Enforceability", "Benefits", "Arbitration", "Records", "Survival", "Base Salary", "General", "Anti-Corruption Laws", "Forfeitures", "Payments", "Capitalization", "Enforcements", "Organizations", "Defined Terms", "Duties", "Taxes"], "gold": ["Taxes"]}
+{"input": "The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.\u00a0 If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision negotiated in good faith by the parties hereto shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not, subject to clause (i) above, be affected by such invalidity or unenforceability, except as a result of such substitution, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.", "references": ["Cooperation", "Vesting", "Indemnifications", "Warranties", "Releases", "Survival", "Assignments", "Compliance With Laws", "Disability", "Positions", "Vacations", "Governing Laws", "Terminations", "Consents", "Definitions", "Base Salary", "Disclosures", "Binding Effects", "Jurisdictions", "Employment", "Sales", "Transactions With Affiliates", "Closings", "Agreements", "Venues", "Forfeitures", "Entire Agreements", "General", "Tax Withholdings", "Counterparts", "Severability"], "gold": ["Severability"]}
+{"input": "In furtherance of and in addition to the assignment made by Mortgagor in Section\u00a02.1 of this Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Secured Debt, and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Secured Debt or solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice to Mortgagor by Mortgagee (any such notice being hereby expressly waived by Mortgagor to the extent permitted by applicable law).", "references": ["Interests", "Enforcements", "Financial Statements", "Vesting", "Forfeitures", "Authority", "Effective Dates", "Representations", "Vacations", "No Waivers", "Subsidiaries", "Entire Agreements", "Survival", "Benefits", "Participations", "Anti-Corruption Laws", "Jurisdictions", "Amendments", "Further Assurances", "Existence", "Duties", "Applicable Laws", "Construction", "Submission To Jurisdiction", "Indemnifications", "Erisa", "Publicity", "Interpretations", "Fees", "Binding Effects", "Assignments"], "gold": ["Assignments"]}
+{"input": "As between the Secured Parties, the Applicable Collateral Agent (and in the case of the Additional Collateral Agent, acting at the direction of the Applicable Authorized Representative) shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.", "references": ["No Defaults", "Closings", "No Waivers", "Counterparts", "Sanctions", "Anti-Corruption Laws", "Successors", "Approvals", "Publicity", "Interpretations", "Disclosures", "Employment", "Jurisdictions", "Governing Laws", "Waiver Of Jury Trials", "Modifications", "Notices", "Fees", "Indemnity", "Books", "Withholdings", "Non-Disparagement", "Sales", "Disability", "Confidentiality", "Subsidiaries", "Arbitration", "Transactions With Affiliates", "Brokers", "Forfeitures", "Insurances"], "gold": ["Insurances"]}
+{"input": "The headings of the various sections and subsections of this Guaranty have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular. The provisions of Section 1.3(a) of the Credit Agreement are hereby incorporated by reference as if fully set forth herein.", "references": ["Erisa", "Applicable Laws", "No Waivers", "Positions", "General", "Submission To Jurisdiction", "Specific Performance", "Vesting", "Confidentiality", "Waiver Of Jury Trials", "Existence", "Brokers", "Participations", "Subsidiaries", "Effective Dates", "No Conflicts", "Death", "Approvals", "Organizations", "Tax Withholdings", "Miscellaneous", "Modifications", "Enforcements", "Agreements", "Anti-Corruption Laws", "Survival", "Notices", "Capitalization", "Indemnifications", "Withholdings", "Construction"], "gold": ["Construction"]}
+{"input": "(a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the \u201c Sale and Servicing Agreement \u201d), by and among the Depositor, as seller, AHFC, as servicer, RPA seller and sponsor, and Honda Auto Receivables 2018-4 Owner Trust, as issuer.", "references": ["Positions", "Sales", "Severability", "Successors", "Binding Effects", "Specific Performance", "Litigations", "Liens", "Existence", "Waivers", "Waiver Of Jury Trials", "Headings", "Capitalization", "Interests", "Death", "Arbitration", "Entire Agreements", "Governing Laws", "Titles", "Sanctions", "Qualifications", "Vesting", "Cooperation", "Enforcements", "Closings", "Publicity", "No Waivers", "Solvency", "Integration", "Subsidiaries", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Performance Shares granted hereunder shall vest over a period of three years in equal, one-third increments with the first increment vesting on the date of the regularly scheduled meeting of the Board\u2019s Compensation Committee in January\u00a02019, and the second and third increments vesting on the Committee\u2019s meeting dates in January\u00a02020 and January\u00a02021, respectively (each of these vesting dates is referred to as a \u201c Normal Vesting Date \u201d); any award(s) of shares of Common Stock resulting in connection with such vesting shall be subject to verification of attainment of the Performance Objectives described in Section 4 below by the Compensation Committee. If\u00a0the Committee is unable to meet in January of a given year, then the Normal Vesting Date for that year will be the date not later than March\u00a031 of that year as selected by the Compensation Committee.", "references": ["Venues", "Enforcements", "Sales", "Definitions", "Organizations", "No Defaults", "Further Assurances", "Sanctions", "Positions", "Construction", "General", "Liens", "Submission To Jurisdiction", "Publicity", "Authorizations", "Cooperation", "Subsidiaries", "Records", "Headings", "Remedies", "Indemnity", "Financial Statements", "Enforceability", "Releases", "Consent To Jurisdiction", "Effective Dates", "Severability", "Modifications", "Disability", "Entire Agreements", "Vesting"], "gold": ["Vesting"]}
+{"input": "Any and all payments on account of any Term Loan Obligations shall be made in accordance with the provisions of Article 21 ( Tax Gross-up and Indemnities ) of the Common Terms Agreement.", "references": ["Warranties", "General", "Remedies", "Positions", "Intellectual Property", "Effectiveness", "Organizations", "Venues", "Terminations", "Integration", "Agreements", "Death", "Representations", "Brokers", "Assigns", "Notices", "Authority", "Governing Laws", "Enforceability", "Confidentiality", "Disclosures", "Authorizations", "Powers", "Transactions With Affiliates", "Indemnity", "Existence", "Sales", "Enforcements", "Terms", "Adjustments", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Director shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Selling Stockholders.", "references": ["Venues", "Financial Statements", "Tax Withholdings", "Forfeitures", "Fees", "Insurances", "Assigns", "Payments", "Expenses", "Non-Disparagement", "Miscellaneous", "Sales", "Arbitration", "Consents", "Vesting", "Effectiveness", "Change In Control", "Terminations", "Defined Terms", "Notices", "Consent To Jurisdiction", "Enforceability", "Base Salary", "Closings", "Construction", "Benefits", "Headings", "Vacations", "Erisa", "Submission To Jurisdiction", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "(a) Each Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any applicable law, or which the Administrative Agent may reasonably request, to cause the Administrative Agent, for the benefit of itself and the ratable benefit of the Lenders, to maintain a legal, valid and enforceable perfected first priority Lien on the Collateral (subject to the limitations, exceptions and qualifications set forth in the Loan Documents), all at the expense of the Loan Parties.", "references": ["Agreements", "Titles", "Venues", "Effectiveness", "Sales", "No Conflicts", "No Defaults", "Indemnity", "Representations", "Approvals", "Base Salary", "Vacations", "Existence", "Releases", "Authority", "Benefits", "Terms", "Vesting", "Taxes", "Effective Dates", "Fees", "Brokers", "Compliance With Laws", "Warranties", "Adjustments", "Enforcements", "Submission To Jurisdiction", "Withholdings", "Counterparts", "Powers", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Notwithstanding the foregoing, in the event that Participant\u2019s employment with the Company is terminated due to Participant\u2019s death at a time when any portion of the Time-Based RSUs remain unvested, the portion of the Time-Based RSUs which is unvested shall become immediately vested effective as of the date of Participant\u2019s death.", "references": ["Powers", "Base Salary", "Indemnifications", "Liens", "Severability", "Submission To Jurisdiction", "Qualifications", "Organizations", "Interpretations", "General", "Benefits", "Releases", "Agreements", "Taxes", "Disability", "Adjustments", "Authority", "Compliance With Laws", "Terms", "No Waivers", "Duties", "Closings", "Construction", "Binding Effects", "Definitions", "Notices", "Further Assurances", "Use Of Proceeds", "Assignments", "Sales", "Death"], "gold": ["Death"]}
+{"input": "Borrower shall, and shall cause Guarantor to, comply with all Legal Requirements applicable to it or its property (including, without limitation, the Mortgaged Property), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect.", "references": ["Severability", "Liens", "Anti-Corruption Laws", "Indemnifications", "Waiver Of Jury Trials", "Use Of Proceeds", "Capitalization", "Records", "Amendments", "Employment", "Sales", "General", "Vesting", "No Waivers", "Disclosures", "Cooperation", "Authorizations", "Powers", "Closings", "Transactions With Affiliates", "Binding Effects", "Tax Withholdings", "Confidentiality", "Insurances", "Construction", "Headings", "Financial Statements", "Expenses", "Successors", "Enforcements", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company will prepare and file with the SEC, promptly upon the Investor\u2019s request, any amendments or supplements to the Shelf Registration Statement, any New Registration Statement or any Prospectus, as applicable, that, in the Investor\u2019s reasonable opinion, may be necessary or advisable in connection with any acquisition or sale of Registrable Securities by the Investor (provided, however, that the failure of the Investor to make such request shall not relieve the Company of any obligation or liability hereunder).", "references": ["Qualifications", "Specific Performance", "Further Assurances", "Subsidiaries", "Positions", "Change In Control", "Jurisdictions", "Confidentiality", "Books", "Compliance With Laws", "Agreements", "Publicity", "Withholdings", "Survival", "Effective Dates", "Taxes", "Counterparts", "No Waivers", "No Conflicts", "Arbitration", "Employment", "Existence", "Expenses", "Consent To Jurisdiction", "Insurances", "Enforcements", "Erisa", "Death", "Sales", "No Defaults", "Amendments"], "gold": ["Amendments"]}
+{"input": "The representations and warranties made by the Company in Section 2 of this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) with the same force and effect as if they had been made on and as of said date.", "references": ["Modifications", "Sales", "Non-Disparagement", "Withholdings", "Litigations", "Notices", "Construction", "Forfeitures", "Amendments", "Consent To Jurisdiction", "Costs", "Closings", "Change In Control", "Interests", "Survival", "Miscellaneous", "Participations", "Governing Laws", "Authority", "Applicable Laws", "Assignments", "Anti-Corruption Laws", "Definitions", "Disclosures", "Assigns", "Waivers", "Duties", "Enforceability", "Adjustments", "Intellectual Property", "Representations"], "gold": ["Representations"]}
+{"input": "Participants and any other person who may have rights hereunder shall be mere unsecured general creditors of the Company with respect to a Severance Benefits due hereunder, and all amounts (other than fully insured benefits) shall be payable from the general assets of the Company.", "references": ["Erisa", "Integration", "Effective Dates", "Powers", "Counterparts", "Titles", "Binding Effects", "Anti-Corruption Laws", "Tax Withholdings", "Consent To Jurisdiction", "Withholdings", "Modifications", "General", "Non-Disparagement", "Taxes", "Death", "Vesting", "Assignments", "No Defaults", "Sales", "Participations", "Cooperation", "Closings", "Base Salary", "Expenses", "Definitions", "Sanctions", "Jurisdictions", "Waivers", "Headings", "Benefits"], "gold": ["Benefits"]}
+{"input": "No representations or warranties made by, or written or other formally presented information (other than information of a general economic or industry specific nature) supplied by, the Company or any of its Subsidiaries in this Agreement, any other Loan Document or in any other document, including without limitation the Lender Presentation and any Beneficial Ownership Certification, furnished to the Lenders from time to time in connection herewith or therewith (as such other documents may be supplemented or updated from time to time), taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading; provided that with respect to projected financial information, including the Projections, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.", "references": ["Litigations", "Adjustments", "Use Of Proceeds", "Submission To Jurisdiction", "Venues", "Death", "Further Assurances", "Governing Laws", "Miscellaneous", "Interests", "Payments", "Existence", "Vacations", "Warranties", "Liens", "Benefits", "Approvals", "Successors", "Solvency", "Construction", "No Defaults", "Definitions", "Positions", "Duties", "Releases", "Participations", "Modifications", "Jurisdictions", "Remedies", "Specific Performance", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Proxy or any of its provisions may be modified, waived, discharged, or terminated only by an instrument in writing executed by\u00a0 Borrower and Lender.", "references": ["Specific Performance", "Positions", "Terminations", "Terms", "Venues", "Amendments", "Cooperation", "Waivers", "Enforcements", "Fees", "Definitions", "Disclosures", "Approvals", "Interpretations", "Disability", "Construction", "Severability", "Litigations", "General", "No Waivers", "Headings", "Organizations", "Employment", "Benefits", "Enforceability", "Base Salary", "Death", "Integration", "Survival", "Consents", "Modifications"], "gold": ["Modifications"]}
+{"input": "This Separation Agreement may be executed in separate counterparts. When both counterparts are signed, they shall be treated together as one and the same document. PDF copies of signed counterparts shall be equally effective as originals.", "references": ["Records", "Capitalization", "Warranties", "Terminations", "Closings", "Costs", "Authorizations", "Authority", "Remedies", "Defined Terms", "Organizations", "Enforceability", "Indemnity", "Effectiveness", "Modifications", "Further Assurances", "Cooperation", "Payments", "Disclosures", "Insurances", "Financial Statements", "Vacations", "Terms", "Employment", "Representations", "Confidentiality", "Death", "Sales", "Subsidiaries", "Assigns", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Upon a Party's reasonable request, the other Party or Parties shall, at the requesting Party\u2019s sole cost and expense, execute and deliver all further documents and instruments, and take all further acts, as are reasonably necessary to give full effect to this Agreement. Each Party will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on such Party with respect to this Agreement and will promptly cooperate with and furnish information to the other Party in connection with any such requirements imposed upon such other Party in connection with this Agreement.", "references": ["Records", "Vesting", "Fees", "Effectiveness", "Tax Withholdings", "Integration", "Erisa", "Duties", "Severability", "Headings", "Remedies", "Capitalization", "Releases", "Entire Agreements", "Venues", "Base Salary", "Brokers", "Litigations", "Specific Performance", "Approvals", "Arbitration", "Vacations", "Sanctions", "Interests", "Applicable Laws", "Books", "Interpretations", "Death", "Existence", "Expenses", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "No modification or waiver by the Lender of any of the terms of this Note shall be valid or binding on the Lender unless such modification or waiver is in writing and signed by the Lender.\u00a0\u00a0The Lender\u2019s rights and remedies under this Note are cumulative with and in addition to all other legal and equitable rights and remedies which the Lender may have in connection with the Loan.\u00a0\u00a0The headings to sections of this Note are for convenient reference only and shall not be used in interpreting this Note.\u00a0\u00a0If this Note is lost, stolen, or destroyed, upon Borrower\u2019s receipt of a reasonably satisfactory indemnification agreement executed by the Lender, or if this Note is mutilated, upon the Lender\u2019s surrender of the mutilated Note to Borrower, Borrower shall execute and deliver to the Lender a new promissory note which is identical in form and content to this Note to replace the lost, stolen, destroyed or mutilated Note.\u00a0\u00a0Time is of the essence in the performance of each provision of this Note by Borrower.", "references": ["Waiver Of Jury Trials", "Anti-Corruption Laws", "Disability", "Assignments", "Confidentiality", "Base Salary", "Employment", "Interests", "Vesting", "Powers", "Entire Agreements", "No Conflicts", "Integration", "Solvency", "Representations", "Subsidiaries", "Insurances", "Death", "Sales", "Approvals", "Cooperation", "Defined Terms", "Counterparts", "Fees", "Intellectual Property", "Payments", "Books", "Applicable Laws", "No Defaults", "Qualifications", "Modifications"], "gold": ["Modifications"]}
+{"input": "This Agreement is made in the State of Florida and shall be governed in all respects and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles, except to the extent superseded by the Federal laws of the United States.", "references": ["Interpretations", "Further Assurances", "Construction", "Applicable Laws", "Agreements", "Compliance With Laws", "Tax Withholdings", "Subsidiaries", "Books", "Assigns", "Change In Control", "Indemnifications", "Closings", "Costs", "Fees", "Solvency", "Withholdings", "Remedies", "No Conflicts", "Disability", "Defined Terms", "Enforcements", "Consent To Jurisdiction", "Successors", "Payments", "Integration", "Definitions", "Waivers", "Consents", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall not be assignable by any party without the prior written consent of the other parties hereto.", "references": ["Death", "No Waivers", "Applicable Laws", "Insurances", "Terminations", "Interests", "Expenses", "Fees", "Notices", "Amendments", "Effectiveness", "Adjustments", "Assigns", "Consents", "Indemnifications", "Vacations", "Agreements", "Erisa", "Books", "Forfeitures", "Payments", "Liens", "Miscellaneous", "Arbitration", "Venues", "Withholdings", "Change In Control", "Sales", "Sanctions", "Litigations", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Executive shall accrue in accordance with the Company\u2019s vacation policy as in effect from time to time twenty (20) days per year of paid vacation time, provided that, any earned but unused vacation in a year may not be carried forward to future years.", "references": ["Insurances", "Taxes", "Positions", "Notices", "Titles", "Cooperation", "Withholdings", "Vesting", "No Defaults", "Participations", "Consents", "Survival", "Effectiveness", "Terms", "Indemnity", "Sales", "Fees", "Approvals", "Solvency", "Definitions", "Duties", "No Waivers", "Litigations", "Subsidiaries", "Costs", "Defined Terms", "Binding Effects", "Capitalization", "Erisa", "Transactions With Affiliates", "Vacations"], "gold": ["Vacations"]}
+{"input": "EACH OF THE COMPANY AND THE HOLDER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG SUCH PERSONS ARISING OUT OF OR RELATING TO THIS OPTION OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "references": ["Construction", "Duties", "Representations", "Existence", "Erisa", "Tax Withholdings", "Intellectual Property", "Venues", "Assignments", "Notices", "Expenses", "Miscellaneous", "Closings", "Defined Terms", "Governing Laws", "Positions", "Subsidiaries", "Terms", "Forfeitures", "Transactions With Affiliates", "Enforcements", "Successors", "Interests", "Withholdings", "Indemnity", "Litigations", "Headings", "Capitalization", "Binding Effects", "Submission To Jurisdiction", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The provisions of this Amendment shall be governed by the laws of the State of New York law (without reference to choice of law doctrine).", "references": ["No Conflicts", "Agreements", "Confidentiality", "Liens", "Titles", "No Defaults", "Applicable Laws", "Capitalization", "Change In Control", "Enforceability", "Arbitration", "Assigns", "Successors", "Defined Terms", "Further Assurances", "Severability", "Employment", "Positions", "Waiver Of Jury Trials", "Disability", "Vacations", "No Waivers", "Jurisdictions", "Brokers", "Vesting", "Base Salary", "Representations", "Remedies", "Death", "Construction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "A party\u2019s failure to insist on compliance or enforcement of any provision of this Agreement, shall not affect the validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement by that party or any other party.", "references": ["Headings", "No Waivers", "Vacations", "Approvals", "Disclosures", "Capitalization", "Miscellaneous", "Forfeitures", "Confidentiality", "Titles", "Authority", "Integration", "Interpretations", "Further Assurances", "Withholdings", "Compliance With Laws", "Transactions With Affiliates", "Binding Effects", "Publicity", "Positions", "Death", "Construction", "Agreements", "Jurisdictions", "Counterparts", "Enforcements", "Organizations", "Benefits", "Use Of Proceeds", "Records", "Waivers"], "gold": ["Waivers"]}
+{"input": "Use the proceeds of all Loans in connection with the Transactions.\u00a0 No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X.", "references": ["Confidentiality", "Successors", "Arbitration", "Approvals", "Amendments", "Cooperation", "Qualifications", "Participations", "Enforcements", "No Waivers", "No Conflicts", "Interests", "Releases", "Assignments", "Counterparts", "Further Assurances", "Payments", "Specific Performance", "Solvency", "Death", "Non-Disparagement", "Disability", "Effective Dates", "Effectiveness", "Erisa", "Sanctions", "Remedies", "Existence", "Forfeitures", "Binding Effects", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Except as otherwise provided in this Note, all notices required or provided for under this Note shall be in writing and mailed, sent or delivered, if to Maker, at Maker's last known address or email address as shown on the records of Lender, and if to Lender, at its address shown on page 1, or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices shall be deemed duly given when delivered by hand or courier, or three business days after being deposited in the mail (including any private mail service), postage prepaid.", "references": ["General", "Applicable Laws", "Records", "Effectiveness", "Binding Effects", "Assignments", "Disclosures", "Waiver Of Jury Trials", "Interests", "Anti-Corruption Laws", "Death", "Qualifications", "Erisa", "No Waivers", "Definitions", "Warranties", "Brokers", "Withholdings", "Integration", "Construction", "Sanctions", "Remedies", "Taxes", "Authorizations", "Solvency", "Effective Dates", "Counterparts", "Change In Control", "Amendments", "Base Salary", "Notices"], "gold": ["Notices"]}
+{"input": "All payments made pursuant to this CIC Plan will be subject to withholding of applicable income and employment taxes, and each Participant is responsible for all taxes of any nature whatsoever that are required by law to be paid in connection with the benefits offered hereunder.", "references": ["Interpretations", "Indemnifications", "Consent To Jurisdiction", "Base Salary", "Remedies", "Erisa", "Expenses", "No Conflicts", "Duties", "Assigns", "Use Of Proceeds", "Releases", "Defined Terms", "Solvency", "Effectiveness", "Fees", "Anti-Corruption Laws", "Subsidiaries", "Organizations", "Taxes", "Books", "Litigations", "Interests", "Survival", "Payments", "Jurisdictions", "Insurances", "Applicable Laws", "Authority", "Approvals", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and, to the knowledge of the Company (having made due and reasonable enquiry), no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority (including, without limitation, the rules and regulations of the New York Stock Exchange), in each case, applicable to the Company, except, in the case of clauses (ii) and (iii) above, for any such conflict, breach or violation that would not, individually or in the aggregate, have a material adverse effect on the financial position or results of operations or prospects of the Company and its subsidiaries taken as a whole.", "references": ["Qualifications", "Organizations", "Benefits", "General", "Expenses", "Enforceability", "Powers", "Sanctions", "Intellectual Property", "Authorizations", "Fees", "Litigations", "Costs", "Consent To Jurisdiction", "Publicity", "Subsidiaries", "Anti-Corruption Laws", "Remedies", "Assignments", "Waiver Of Jury Trials", "Arbitration", "Notices", "No Waivers", "Authority", "Change In Control", "Sales", "Terminations", "Warranties", "Modifications", "Existence", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The Finance Parties agree that this Agreement may be enforced only by the action of the Administrative Agent (acting upon the instructions of the Required Lenders if required under the Loan Documents) and that no other Finance Party shall have any right individually to seek to enforce this Agreement, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Finance Parties upon the terms of this Agreement; provided, however, that the foregoing shall not prohibit (i) any Lender from exercising setoff rights in accordance with Section 5.01 or (ii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Guarantors under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then in addition to the matters set forth in the preceding proviso and subject to the Credit Agreement, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.", "references": ["Compliance With Laws", "Change In Control", "Taxes", "Costs", "Positions", "Consents", "Effectiveness", "Forfeitures", "Vesting", "Capitalization", "Entire Agreements", "Use Of Proceeds", "General", "Releases", "Adjustments", "Participations", "Enforceability", "Payments", "Confidentiality", "Subsidiaries", "No Defaults", "Vacations", "Powers", "Death", "Venues", "Disclosures", "Jurisdictions", "Consent To Jurisdiction", "Withholdings", "Terms", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "(a) Certain Terms . Except as otherwise expressly set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term \u201c property ,\u201d which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). The terms \u201c herein ,\u201d \u201c hereof \u201d and similar terms refer to this Agreement as a whole. The term \u201c documents \u201d when used in any Loan Document means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term \u201c incur \u201d when used in any Loan Document means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms \u201cincurrence\u201d and \u201cincurred\u201d and similar derivatives shall have correlative meanings. The terms \u201cpayment in full\u201d or \u201cpaid in full\u201d or \u201csatisfied\u201d, in each case, as used with respect to any Obligation means the receipt of immediately available funds equal to the full amount of such Obligation.", "references": ["Existence", "Disability", "Defined Terms", "Applicable Laws", "Publicity", "Modifications", "Consents", "Cooperation", "Use Of Proceeds", "Assigns", "Disclosures", "Intellectual Property", "Taxes", "Agreements", "Closings", "Authorizations", "Assignments", "Records", "Further Assurances", "Indemnity", "Fees", "Positions", "Employment", "Base Salary", "Payments", "Waivers", "Enforceability", "Change In Control", "Liens", "Remedies", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "You agree that following the termination of your employment for any reason, you will reasonably cooperate at mutually convenient times in connection with (a) the defense of, or prosecution by, the Company or any of its affiliates with respect to any threatened or pending litigation, arbitration, or in any investigation or proceeding by any governmental agency or body that relates to any events or actions which occurred during the term of your employment with, or service to, the Company; and (b) any audit of the financial statements of the Company or its affiliates with respect to the period of time when you were employed by the Company. The Company shall: (i) promptly reimburse you for any reasonable travel or other expenses incurred by you in connection with such cooperation; and (ii) except during any period you are receiving severance, compensate you for any time spent in providing such cooperation at an hourly rate of pay calculated based on your Base Salary as of the Separation Date divided by 2080, provided, however, that the Company will not compensate you for any time you spend providing testimony in any legal proceeding.", "references": ["Entire Agreements", "Transactions With Affiliates", "Representations", "Headings", "Costs", "Change In Control", "Vacations", "Amendments", "Interests", "Compliance With Laws", "Assignments", "Organizations", "Terminations", "Positions", "Solvency", "Integration", "Employment", "Benefits", "Duties", "General", "Indemnity", "No Defaults", "Closings", "Consent To Jurisdiction", "Agreements", "Brokers", "Anti-Corruption Laws", "Confidentiality", "Base Salary", "Liens", "Litigations"], "gold": ["Litigations"]}
+{"input": "In the event of a Termination of Service of the Participant due to Disability, the Option will remain exercisable, to the extent vested on the date of such termination, until the earlier of one (1)\u00a0year from the date of the Termination of Service or the tenth anniversary of the date of grant pursuant to Section\u00a0422(c)(6) of the Code.", "references": ["General", "Organizations", "Use Of Proceeds", "Change In Control", "Closings", "Assigns", "Capitalization", "Waivers", "Remedies", "Withholdings", "Transactions With Affiliates", "Base Salary", "Litigations", "Amendments", "Records", "Effective Dates", "Publicity", "Consents", "Waiver Of Jury Trials", "Positions", "Terms", "Qualifications", "Severability", "Existence", "Enforcements", "Costs", "Agreements", "Authorizations", "Entire Agreements", "Anti-Corruption Laws", "Disability"], "gold": ["Disability"]}
+{"input": "EACH LOAN PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH LOAN PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Survival", "Agreements", "Use Of Proceeds", "Titles", "Consent To Jurisdiction", "Terminations", "Waivers", "Amendments", "Base Salary", "Specific Performance", "Sales", "Modifications", "Vacations", "Disability", "Severability", "Approvals", "Disclosures", "Remedies", "Existence", "Counterparts", "Arbitration", "Death", "Insurances", "Indemnifications", "Sanctions", "Participations", "Duties", "Subsidiaries", "Consents", "Enforceability", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Establish or acquire any Foreign Subsidiary after the Closing Date.", "references": ["Assigns", "Disclosures", "Specific Performance", "Sales", "Agreements", "Forfeitures", "Assignments", "Further Assurances", "Employment", "Defined Terms", "Construction", "Submission To Jurisdiction", "Participations", "Warranties", "Applicable Laws", "Governing Laws", "Remedies", "Authority", "Qualifications", "Death", "Expenses", "Intellectual Property", "Closings", "Books", "Representations", "Successors", "Erisa", "Entire Agreements", "Terminations", "Brokers", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use reasonable best efforts to keep all Registration Statements effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities Act and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Put Shares remain issuable under the Purchase Agreement (the \u201c Registration Period \u201d). Each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.", "references": ["Enforceability", "Successors", "Further Assurances", "Duties", "Vacations", "Transactions With Affiliates", "Forfeitures", "Withholdings", "Indemnifications", "Severability", "Interests", "Applicable Laws", "Cooperation", "Representations", "Solvency", "Change In Control", "No Waivers", "Notices", "Publicity", "Assigns", "Arbitration", "Positions", "Disclosures", "Sanctions", "Intellectual Property", "Employment", "Assignments", "Use Of Proceeds", "Agreements", "Terms", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Wilmington agrees that all non p ublic information pertaining to the prior, current or contemplated business of the Company is a valuable and confidential asset of the Company. Such information shall include, without limitation. information relating to customer \u2022lists, bidding procedures, intellectual property, patents, \u2022trademarks trade secrets, financing techniques and sources and such financial statements of the Company as are not available to the public. Wilmington and its officers, directors, employees, agents and members, shall hold all such information in trust and confidence for the Company and shall not use or disclose any such information for other than the Company's business. Such confidentiality does not apply (i) where such information is publicly available or later becomes publicly available other than through a breach of this Agreement, (ii) where such information is subsequently lawfully obtained by Wilmington from a third party or parties, (iii) if such information is known to Wilmington prior to the execution of this Agreement or (iv) as may be required by law.", "references": ["Vesting", "Successors", "Terms", "Forfeitures", "Headings", "Vacations", "Death", "Base Salary", "Transactions With Affiliates", "Sanctions", "Construction", "Modifications", "Records", "Terminations", "Approvals", "General", "Miscellaneous", "Authority", "Amendments", "Enforceability", "Consent To Jurisdiction", "Disclosures", "Authorizations", "Taxes", "Interpretations", "Further Assurances", "Fees", "Specific Performance", "Anti-Corruption Laws", "Benefits", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The first sentence of Section 17.4 of the Collaboration Agreement is hereby incorporated by reference into this Agreement.", "references": ["Withholdings", "Integration", "Releases", "Indemnity", "Governing Laws", "Enforceability", "Benefits", "Interests", "Forfeitures", "Death", "Solvency", "Venues", "Vacations", "Sanctions", "Miscellaneous", "Brokers", "Organizations", "Enforcements", "Approvals", "Financial Statements", "Taxes", "Fees", "No Waivers", "Anti-Corruption Laws", "Liens", "Costs", "Expenses", "Authorizations", "General", "Headings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "From time to time, at the request of WSFS or Beneficial and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to effect the actions and consummate the transactions contemplated by this Agreement.", "references": ["Terms", "Notices", "Benefits", "Intellectual Property", "Cooperation", "Qualifications", "Applicable Laws", "Entire Agreements", "Forfeitures", "Compliance With Laws", "Fees", "Consent To Jurisdiction", "Arbitration", "Litigations", "Change In Control", "General", "Payments", "Assigns", "Defined Terms", "Powers", "Insurances", "Anti-Corruption Laws", "Liens", "Erisa", "Interpretations", "Capitalization", "Solvency", "Counterparts", "Miscellaneous", "No Waivers", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or telefaxed to the Citigroup General Counsel (fax no.: (646) 291-1469) and confirmed to Citigroup at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to 972-556-6119 and confirmed to it at 6555 Sierra Drive, Irving, Texas 75039, attention of the Legal Department.", "references": ["No Defaults", "Specific Performance", "Governing Laws", "Terms", "Waivers", "Taxes", "Survival", "Use Of Proceeds", "Indemnifications", "Vacations", "Existence", "Participations", "Miscellaneous", "Compliance With Laws", "Payments", "Integration", "Effectiveness", "Benefits", "Withholdings", "Intellectual Property", "Entire Agreements", "Construction", "Consent To Jurisdiction", "Publicity", "Authority", "Interests", "Solvency", "Erisa", "Interpretations", "Authorizations", "Notices"], "gold": ["Notices"]}
+{"input": "Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.", "references": ["Integration", "Adjustments", "Records", "Indemnity", "Enforcements", "Non-Disparagement", "Fees", "Anti-Corruption Laws", "No Defaults", "Qualifications", "Disclosures", "Subsidiaries", "Participations", "Positions", "Assignments", "Compliance With Laws", "Releases", "Counterparts", "Miscellaneous", "Vacations", "Brokers", "Construction", "Agreements", "Arbitration", "Litigations", "Terminations", "Tax Withholdings", "Withholdings", "Definitions", "Further Assurances", "Severability"], "gold": ["Severability"]}
+{"input": "Parent and its subsidiaries each shall jointly and severally indemnify and hold harmless each Lead Arranger, Commitment Party, its affiliates, and each of such Lead Arranger\u2019s and Commitment Party\u2019s and such affiliates\u2019 respective directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors (each, an \u201c Indemnified Person \u201d) from and against any and all claims (including, without limitation, shareholder actions), damages, losses, liabilities and expenses (including, without limitation, reasonable and documented out-of-pocket fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Person (including, without limitation, in connection with or relating to any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of this Commitment Letter, the Fee Letter or the Loan Documents, or the transactions contemplated hereby or thereby or any use of the proceeds thereof (any of the foregoing, a \u201c Proceeding \u201d), except to the extent such claim, damage, loss, liability or expense is (i) found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of or material breach of its funding obligations hereunder by such Indemnified Person or any of its affiliates or (ii) the result of any Proceeding that is not the result of an act or omission by Parent or any of its subsidiaries or affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claims against any Commitment Party in its capacity or in fulfilling its role as Lead Arranger, administrative agent, collateral agent or any similar role under the ABL Facility). The foregoing indemnity, in the case of legal fees and expenses, is limited to one counsel to all Indemnified Persons taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel to all affected Indemnified Persons, taken as a whole and, if reasonably necessary, of one local counsel in any relevant material jurisdiction to all such Indemnified Persons, taken as a whole and, solely in the case of such conflict of interest, one additional local counsel to all affected Indemnified Persons taken as a whole. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Parent and its subsidiaries, any of its directors, security holders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not the Transactions are consummated.", "references": ["Organizations", "Consent To Jurisdiction", "Powers", "Entire Agreements", "Liens", "Waivers", "Enforcements", "Arbitration", "Forfeitures", "General", "Assignments", "Interpretations", "Change In Control", "Taxes", "Publicity", "Base Salary", "Transactions With Affiliates", "Notices", "Effectiveness", "Venues", "Non-Disparagement", "Vesting", "No Defaults", "Books", "Waiver Of Jury Trials", "Positions", "Headings", "Qualifications", "Confidentiality", "Definitions", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Executive shall be eligible to participate in any health, welfare and retirement plans and programs (including, but not limited to, medical, dental, life insurance, disability and 401(k)), if any are adopted, of the Corporation and/or any employing subsidiary which may be in effect from time to time during the Executive\u2019s employment by the Corporation and/or employing subsidiary, on the same basis as those benefits are generally made available to other senior executives of the Corporation and/or employing subsidiary, subject to the terms and conditions of such plans as may be in effect from time to time.", "references": ["Change In Control", "Authority", "Venues", "Insurances", "Headings", "Definitions", "Submission To Jurisdiction", "Compliance With Laws", "Representations", "Consents", "Confidentiality", "Severability", "Financial Statements", "Organizations", "Existence", "Taxes", "Authorizations", "Powers", "Arbitration", "Fees", "Applicable Laws", "Publicity", "Vesting", "Survival", "Closings", "Titles", "Terms", "Waiver Of Jury Trials", "Indemnity", "Liens", "Benefits"], "gold": ["Benefits"]}
+{"input": "Once executed and delivered, each of the Collateral Documents creates, as security for the Indebtedness of the Borrower to the Lenders or the obligations for the Guarantors under their respective Guaranty, a valid and enforceable, and upon making the filings and recordings referenced in the next sentence, perfected Lien on all of the Collateral subject thereto from time to time, in favor of the Agent for the benefit of the Lenders, superior to and prior to the rights of all third persons and subject to no other Liens, except that the Collateral under the Collateral Documents may be subject to Permitted Encumbrances. No filings or recordings are required in order to perfect the Liens created under any Collateral Document except for filings or recordings required in connection with any such Collateral Document that shall have been made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof. All recording, stamp, intangible or other similar taxes required to be paid by any Person under applicable legal requirements or other laws applicable to the property encumbered by the Collateral Documents in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement thereof have been paid.", "references": ["Adjustments", "Records", "Binding Effects", "Further Assurances", "Submission To Jurisdiction", "Cooperation", "Severability", "Waivers", "Authorizations", "Assigns", "Applicable Laws", "Successors", "Miscellaneous", "Amendments", "Indemnity", "Enforceability", "Duties", "Taxes", "Terms", "Change In Control", "Vacations", "Assignments", "Terminations", "Jurisdictions", "Modifications", "Remedies", "Governing Laws", "Solvency", "Use Of Proceeds", "Enforcements", "Liens"], "gold": ["Liens"]}
+{"input": "Seller and Purchaser hereby covenant and agree that, at all times after the Effective Date and continuing after the Closing, unless consented to in writing by the other party (which consent may be granted or withheld in the sole discretion of the party whose consent is being requested), no press release or other public disclosure concerning this transaction shall be made by or on behalf of Seller or Purchaser which discloses the Purchase Price or any other economic terms of this transaction, and each party agrees to use best efforts to prevent disclosure of any such restricted information by any third party.\u00a0\u00a0Notwithstanding the foregoing, (i) each party shall be entitled to make disclosures concerning this Agreement and materials provided hereunder to its lenders, attorneys, accountants, employees, agents and other service professionals as may be reasonably necessary in furtherance of the transactions contemplated hereby, (ii) Purchaser shall be entitled to make disclosures concerning this transaction and materials provided hereunder to its potential debt and equity sources, and (iii) each party shall be entitled to make such disclosures concerning this Agreement and materials provided hereunder as may be necessary to comply with (a) any court order, (b) the directive of any applicable governmental authority, or (c) any applicable securities law, rule and/or regulation.\u00a0\u00a0The provisions of this Section 9.15 shall survive Closing or any termination of this Agreement.", "references": ["No Waivers", "Disclosures", "Disability", "Binding Effects", "Financial Statements", "Transactions With Affiliates", "Authorizations", "Use Of Proceeds", "No Defaults", "Submission To Jurisdiction", "Interpretations", "Effectiveness", "Payments", "Tax Withholdings", "Remedies", "Brokers", "Litigations", "Liens", "Applicable Laws", "Consents", "Survival", "Approvals", "Publicity", "Death", "Enforceability", "Defined Terms", "Insurances", "Solvency", "Adjustments", "Interests", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Maker shall defend, indemnify and hold harmless Payee, his successors and assigns, his affiliates, their respective directors, officers, employees, attorneys and agents (the \u201c Indemnified Parties \u201d and each, an \u201c Indemnified Party \u201d) and hold it harmless from and against any and all claims, debts, liabilities, losses, demands, obligations, actions, causes of action, fines, penalties, costs and expenses (including reasonable and documented attorneys\u2019 fees), of every nature, character and description which such Indemnified Party may sustain or incur based upon or arising out of any of the Loan Transactions (except any such amounts sustained or incurred solely as the result of the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction). Notwithstanding any provision in this Agreement to the contrary, this Section 10 shall remain operative even after the Maturity Date and shall survive the payment in full of all of the obligations owing hereunder.", "references": ["Expenses", "Enforceability", "Confidentiality", "No Conflicts", "Consents", "General", "Binding Effects", "Cooperation", "Vacations", "Adjustments", "Terminations", "Defined Terms", "Terms", "Interpretations", "Death", "Consent To Jurisdiction", "Intellectual Property", "Integration", "Assignments", "Jurisdictions", "Tax Withholdings", "Venues", "Transactions With Affiliates", "No Defaults", "Payments", "Construction", "Participations", "Taxes", "Disclosures", "Closings", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the Parent Borrower, threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect.", "references": ["Vesting", "Publicity", "Terms", "Erisa", "Interests", "Terminations", "Definitions", "No Defaults", "Death", "Expenses", "Integration", "Financial Statements", "Venues", "Waiver Of Jury Trials", "General", "Sales", "Liens", "No Conflicts", "Adjustments", "Non-Disparagement", "Indemnifications", "Remedies", "Benefits", "Taxes", "Cooperation", "Consent To Jurisdiction", "Vacations", "Binding Effects", "Further Assurances", "Authority", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf)\u00a0shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Integration", "Compliance With Laws", "Representations", "Death", "Base Salary", "Powers", "Terminations", "Assignments", "Titles", "Effective Dates", "Tax Withholdings", "Effectiveness", "No Waivers", "Miscellaneous", "Sanctions", "Disability", "Successors", "Vacations", "Binding Effects", "Transactions With Affiliates", "Survival", "Modifications", "Enforcements", "Confidentiality", "Waivers", "Withholdings", "Erisa", "Construction", "Specific Performance", "Taxes", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Terms that are capitalized but not defined herein shall have the meaning set forth in the Plan.", "references": ["No Defaults", "Brokers", "Successors", "No Conflicts", "Liens", "Terminations", "Forfeitures", "Consents", "Duties", "Publicity", "Interests", "Titles", "Miscellaneous", "Anti-Corruption Laws", "Insurances", "Vesting", "Compliance With Laws", "Assignments", "Books", "Erisa", "Fees", "Enforceability", "Consent To Jurisdiction", "Powers", "Records", "Intellectual Property", "Adjustments", "Releases", "Headings", "Warranties", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement is personal to Sponsor and no rights or obligations may be assigned by Sponsor without the prior written consent of Dartmouth, except to a successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or equity or that portion of its business to which this Agreement relates; provided, however, that\u00a0 this Agreement shall immediately terminate if the proposed assignee fails to agree in writing to be bound by the terms and conditions of this Agreement on or before the effective date of the assignment.", "references": ["Waiver Of Jury Trials", "Litigations", "Powers", "Qualifications", "Withholdings", "Applicable Laws", "Effectiveness", "Cooperation", "Erisa", "Venues", "Authority", "No Waivers", "Approvals", "Tax Withholdings", "Sanctions", "Submission To Jurisdiction", "Records", "Vesting", "Enforcements", "Survival", "Intellectual Property", "Transactions With Affiliates", "Releases", "Capitalization", "Disclosures", "Disability", "Authorizations", "Counterparts", "Change In Control", "Interests", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company will, and will cause each of its Material Subsidiaries to, (i) maintain all of its property useful and necessary in the business conducted by the Company and its Material Subsidiaries in good working order and condition, ordinary wear and tear excepted, except where failure to do so would not result in a Material Adverse Effect, and (ii) maintain insurance with creditworthy insurance companies, or self-insure, against such risks and in such amounts as are usually maintained or insured against by other companies of established repute engaged in the same or a similar business or consistent with the Company's past practice.", "references": ["Specific Performance", "Survival", "Subsidiaries", "Interests", "Releases", "Confidentiality", "No Waivers", "Liens", "Severability", "Assigns", "Cooperation", "No Defaults", "Benefits", "Expenses", "Warranties", "Notices", "Organizations", "Amendments", "Anti-Corruption Laws", "Effectiveness", "Indemnity", "Base Salary", "Authority", "Compliance With Laws", "Defined Terms", "Waivers", "Sales", "Further Assurances", "Publicity", "Applicable Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "Notwithstanding any provisions to the contrary herein, any term of this Agreement may be amended with the written consent of the Borrower; provided, that no amendment, modification or waiver of any provision of this Agreement or any other Loan Document or consent to any departure therefrom by the Borrower or other party thereto shall in any event be effective unless in writing and signed by the Lender, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the purpose for which given.", "references": ["Assigns", "Costs", "No Waivers", "Counterparts", "Withholdings", "Organizations", "Submission To Jurisdiction", "Brokers", "Representations", "Change In Control", "Employment", "Financial Statements", "Litigations", "Venues", "Cooperation", "Death", "Terminations", "Entire Agreements", "Insurances", "Tax Withholdings", "Authority", "Defined Terms", "Closings", "Approvals", "Further Assurances", "Waiver Of Jury Trials", "Expenses", "Anti-Corruption Laws", "Survival", "Existence", "Modifications"], "gold": ["Modifications"]}
+{"input": "No provision of this Agreement shall be deemed waived: nor shall there \u00a0 be an estoppel against the enforcement of any such provision, except by a writing signed by the party charged with the waiver or estoppel. No waiver shall be deemed continuing unless specifically stated therein, and the written waiver shall operate only as to the specific term or condition waived, and not for the future or as to any act other than that specifically waived.", "references": ["Base Salary", "Cooperation", "Assigns", "Withholdings", "Terminations", "Headings", "No Waivers", "Brokers", "Forfeitures", "Successors", "Submission To Jurisdiction", "Warranties", "Books", "Terms", "Representations", "Sales", "Solvency", "Effective Dates", "General", "Vesting", "Entire Agreements", "Benefits", "Authority", "Interpretations", "Non-Disparagement", "Publicity", "Change In Control", "Participations", "Waiver Of Jury Trials", "Venues", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect or (ii) as could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter or bye-laws of the Borrower or any order of any Governmental Authority, in each case, except as could not reasonably be expected to result in a Material Adverse Effect), (c) will not violate or result in a default under any material contractual obligation binding upon the Borrower or any of its assets, except where such violation or default could not reasonably be expected to result in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower.", "references": ["No Defaults", "Governing Laws", "Authority", "Taxes", "Indemnifications", "Vesting", "Disability", "Adjustments", "Effectiveness", "Positions", "Arbitration", "Agreements", "Miscellaneous", "Change In Control", "Waivers", "Powers", "Fees", "Base Salary", "Participations", "Approvals", "Expenses", "Amendments", "Construction", "Assignments", "Vacations", "Employment", "Existence", "Subsidiaries", "Integration", "Enforcements", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Nothing in this Section\u00a06 shall limit the benefits payable or provided in the event Executive\u2019s employment terminates due to Retirement, death, or Disability under the terms of plans or programs of the Company more favorable to Executive (or his beneficiaries) than the benefits payable or provided under this Section\u00a06 (except in the case of Annual Incentives in lieu of which amounts are paid hereunder), including plans and programs adopted after the date of this Agreement. Subject to Section\u00a05(h), amounts payable under this Section\u00a06 following Executive\u2019s termination of employment will be paid or commence, as applicable, within fifty (50)\u00a0days following such termination of employment, with the exact date of payment or commencement determined in the sole discretion of the Company. The Company shall have no obligation to pay any such amounts or provide any such benefits in the event Executive\u2019s employment terminates due to Retirement or Disability unless Executive complies with Section\u00a011(b).", "references": ["Construction", "Vacations", "Authority", "Subsidiaries", "Withholdings", "Sales", "No Conflicts", "Counterparts", "Effective Dates", "Books", "Entire Agreements", "Further Assurances", "Binding Effects", "Closings", "Terminations", "Submission To Jurisdiction", "Confidentiality", "Governing Laws", "Cooperation", "Duties", "Enforcements", "Tax Withholdings", "Approvals", "Anti-Corruption Laws", "Positions", "Enforceability", "Forfeitures", "Notices", "Releases", "Payments", "Death"], "gold": ["Death"]}
+{"input": "During the Employment Period, Executive shall report to the Company\u2019s Chief Executive Officer, and Executive shall devote all of Executive\u2019s business time and attention (except for permitted vacation periods and periods of illness or incapacity) and Executive\u2019s best efforts to the business and affairs of the Company Group. During the Employment Period, Executive will (i) perform Executive\u2019s duties faithfully and to the best of Executive\u2019s abilities, and (ii) comply with all of the policies of the Company Group, including such policies with respect to legal compliance, conflicts of interest, confidentiality, code of conduct and business ethics as are from time to time in effect (as the same may be amended or modified from time to time by the Board in its sole discretion). Executive hereby agrees that, during the Employment Period, Executive\u2019s services will be rendered exclusively to the Company Group, and Executive may not directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person, whether or not compensated, except as may otherwise be explicitly permitted by the Board (or its authorized designee) in writing.", "references": ["Binding Effects", "Transactions With Affiliates", "Assignments", "Specific Performance", "Financial Statements", "Tax Withholdings", "Payments", "Counterparts", "Releases", "Forfeitures", "Successors", "Closings", "Enforceability", "Confidentiality", "Venues", "Intellectual Property", "Cooperation", "Vacations", "Taxes", "Participations", "Fees", "Benefits", "Anti-Corruption Laws", "Change In Control", "Disclosures", "Use Of Proceeds", "Books", "Positions", "Representations", "Effective Dates", "Duties"], "gold": ["Duties"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a)\u00a0as of the date such Loan Document is executed, will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except (i)\u00a0filings necessary to perfect Liens created under the Loan Documents, (ii)\u00a0consents, approvals, registrations or filings which have been obtained or made and are in full force and effect or (iii)\u00a0where failure to obtain such consent or approval, or make such registration or filing, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b)\u00a0will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (c)\u00a0will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (d)\u00a0will not result in the creation or imposition of any Lien on any asset now owned or hereafter acquired by the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents.", "references": ["Defined Terms", "Transactions With Affiliates", "Enforcements", "Waivers", "Consents", "Sales", "Solvency", "Fees", "Compliance With Laws", "Modifications", "Governing Laws", "Subsidiaries", "Terms", "Adjustments", "Effective Dates", "Confidentiality", "Forfeitures", "Definitions", "Employment", "Assignments", "Headings", "Insurances", "Warranties", "Liens", "Disability", "Costs", "No Defaults", "Vacations", "Binding Effects", "Payments", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Neither Cigna nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided , however , that (a) Cigna may assign its rights and obligations under this Agreement without Executive\u2019s consent to any successor entity of Cigna and (b) this Agreement shall automatically be assigned, without any further action on the part of Cigna or Executive, to Holdco, effective as of the Effective Time, and from and after the Effective Time, references herein to \u201cCigna\u201d shall be deemed to refer to Holdco. This Agreement shall inure to the benefit of and be binding upon Cigna, its successors (including, without limitation, any transferee of all or substantially all of its assets to any successor entity of Cigna), and permitted assigns and upon Executive, Executive\u2019s executors, administrators, heirs, and permitted assigns.", "references": ["Submission To Jurisdiction", "Consent To Jurisdiction", "Releases", "Powers", "Closings", "Organizations", "Fees", "Intellectual Property", "Compliance With Laws", "Counterparts", "Publicity", "Forfeitures", "Financial Statements", "Modifications", "Waivers", "No Defaults", "Non-Disparagement", "Capitalization", "Disclosures", "Qualifications", "Adjustments", "Benefits", "Solvency", "Books", "Successors", "Indemnifications", "Disability", "Venues", "No Waivers", "Insurances", "Assignments"], "gold": ["Assignments"]}
+{"input": "All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first (1 st ) business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second (2 nd ) business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.", "references": ["Duties", "Powers", "Solvency", "Adjustments", "Indemnity", "Non-Disparagement", "Releases", "Jurisdictions", "Use Of Proceeds", "Amendments", "Severability", "Enforceability", "Records", "Existence", "Disclosures", "Governing Laws", "Vacations", "Confidentiality", "Remedies", "Authority", "Benefits", "No Conflicts", "Forfeitures", "Effective Dates", "Erisa", "Successors", "Withholdings", "Death", "Sales", "Expenses", "Notices"], "gold": ["Notices"]}
+{"input": "Payments under an Award shall be subject to and reduced by all applicable tax withholdings.", "references": ["Assignments", "Liens", "Indemnity", "Records", "Further Assurances", "Disclosures", "Payments", "Warranties", "Closings", "Defined Terms", "Authority", "Benefits", "Death", "Agreements", "Entire Agreements", "Insurances", "Change In Control", "Compliance With Laws", "Duties", "Expenses", "Enforcements", "Construction", "Withholdings", "Vesting", "Consent To Jurisdiction", "Brokers", "Publicity", "Waiver Of Jury Trials", "Releases", "Anti-Corruption Laws", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Employer expressly waives and releases any and all claims against the Employee that may be waived and released by law with the exception of claims arising out of or attributable to (a) events, acts or omissions taking place after the Parties\u2019 execution of the Agreement and (b) the Employee\u2019s breach of any terms and conditions of the Agreement. In exchange for the Employer\u2019s waiver and release and the consideration described in Section 3, which the Employee acknowledges to be good and valuable consideration for his obligations hereunder, the Employee hereby represents that he intends to irrevocably and unconditionally fully and forever release and discharge any and all claims he may have, have ever had or may in the future have against the Employer that may lawfully be waived and released arising out of or in any way related to his hire, benefits, employment or separation from employment with the Employer. The Employee specifically represents, warrants and confirms that: (a) he has no claims, complaints or actions of any kind filed against the Employer with any court of law, or local, state or federal government or agency; and (b) he has been properly paid his salary for period worked for the Employer, and that all commissions, bonuses and other compensation due to him has been paid, including his final payroll check for his salary and any accrued but unused vacation/paid time off through and including the Separation Date above. The Employee specifically represents, warrants and confirms that he has not engaged in, and is not aware of, any unlawful conduct in relation to the business of the Employer. If any of these statements are not true, the Employee cannot sign this Agreement and must notify the Employer immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer\u2019s review and consideration.", "references": ["Benefits", "Integration", "Records", "Death", "Intellectual Property", "Participations", "Adjustments", "Financial Statements", "Employment", "Applicable Laws", "Definitions", "Publicity", "Compliance With Laws", "General", "Further Assurances", "Arbitration", "Assignments", "Notices", "Entire Agreements", "Consents", "Disability", "Consent To Jurisdiction", "Headings", "Submission To Jurisdiction", "Anti-Corruption Laws", "Defined Terms", "Powers", "Miscellaneous", "Severability", "Capitalization", "Releases"], "gold": ["Releases"]}
+{"input": "No event or circumstance has occurred or exists that constitutes a Default or an Event of Default. No Obligor or Restricted Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default (after giving effect to any cure or grace period and waivers or amendments thereof), under any Material Contract in any material respect or in the payment of any Borrowed Money that solely with respect to the payment of Borrowed Money, could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, there is no basis upon which any party (other than an Obligor or Restricted Subsidiary) could terminate a Material Contract prior to its scheduled termination date.", "references": ["Venues", "Financial Statements", "Taxes", "Confidentiality", "Terms", "Cooperation", "Specific Performance", "Binding Effects", "Modifications", "Records", "Survival", "Notices", "Approvals", "No Conflicts", "Releases", "Successors", "Indemnity", "Waivers", "Base Salary", "Brokers", "Arbitration", "Fees", "Capitalization", "General", "Miscellaneous", "Adjustments", "Positions", "Change In Control", "Authority", "Defined Terms", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.", "references": ["Vacations", "Disclosures", "Governing Laws", "Financial Statements", "Applicable Laws", "Enforcements", "Releases", "Construction", "Terminations", "Insurances", "Jurisdictions", "Costs", "Waivers", "Anti-Corruption Laws", "Representations", "Consent To Jurisdiction", "Effective Dates", "Employment", "Venues", "Indemnity", "Liens", "Waiver Of Jury Trials", "Notices", "Integration", "Approvals", "Survival", "Powers", "Compliance With Laws", "Litigations", "Publicity", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower (a)\u00a0will only use the proceeds of the Initial Term Loans to finance the 2018 Refinancing (including paying any fees, commissions and expenses associated therewith); and (b)\u00a0will use the proceeds of all other Borrowings to finance the working capital needs of the Borrower and its Restricted Subsidiaries, and for general corporate purposes of the Borrower and its Restricted Subsidiaries (including Permitted Investments and other Investments permitted hereunder).", "references": ["Expenses", "Base Salary", "Capitalization", "Anti-Corruption Laws", "Death", "Subsidiaries", "Binding Effects", "Authorizations", "Existence", "Effective Dates", "Employment", "Approvals", "Governing Laws", "Litigations", "Submission To Jurisdiction", "Further Assurances", "General", "Warranties", "Applicable Laws", "Liens", "Cooperation", "Payments", "Records", "No Conflicts", "Indemnifications", "Definitions", "Participations", "Solvency", "Modifications", "Tax Withholdings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "In consideration for Administrative Agent and Lenders entering into this Agreement, Borrower agrees to pay to Administrative Agent, (i) for its own benefit, a fee in the amount of $25,000, and (ii) the pro rata benefit of Lenders executing this Agreement, an amendment fee in the amount of $250,000, which fees shall be non-refundable and fully earned on the Effective Date of this Agreement, and shall be due and payable, along with the Amendment Fee (as defined in the Eighth Amendment) and Amendment Commitment Fee (as defined in the Ninth Amendment) on the earliest of (i) December 31, 2018, (ii) occurrence of an Event of Default, or (iii) sale of all or substantially all of Borrower\u2019s Assets or equity interests or refinancing of the Obligations.", "references": ["Intellectual Property", "Duties", "Expenses", "Adjustments", "Counterparts", "Titles", "Assignments", "Defined Terms", "Compliance With Laws", "Tax Withholdings", "Powers", "Employment", "Closings", "Transactions With Affiliates", "Terminations", "Effective Dates", "Governing Laws", "Records", "Specific Performance", "Severability", "Integration", "Interests", "Disclosures", "Benefits", "Qualifications", "Arbitration", "Construction", "Jurisdictions", "Brokers", "Use Of Proceeds", "Fees"], "gold": ["Fees"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any Guarantor may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of Section\u00a011.06(b) , (ii)\u00a0by way of participation in accordance with the provisions of Section\u00a011.06(d) \u00a0or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of Section\u00a011.06(f) \u00a0(and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0 Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section\u00a011.06(d) \u00a0and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.\u00a0 The Administrative Agent and the relevant transferring Lender should seek confirmation from Dutch counsel that the transfer will not contravene Section\u00a03:5 of the Dutch Financial Supervision Act ( Wet op het financieel toezicht ) if the value of the rights acquired by the new Lender is less than \u20ac100,000 or, if the competent authority has published its interpretation of the term \u2018public\u2019 as referred to in article 4.1.(1)\u00a0of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June\u00a02013 on prudential requirements for credit institutions and investment firms, such other minimum amount as may be required for the new Lender not to be considered part of the public under such interpretation .", "references": ["Terms", "Compliance With Laws", "Terminations", "Vesting", "Closings", "No Waivers", "Authority", "Effective Dates", "Titles", "Confidentiality", "Applicable Laws", "Survival", "Benefits", "Sanctions", "Expenses", "Adjustments", "Definitions", "Intellectual Property", "Enforceability", "Warranties", "Disclosures", "Interests", "Construction", "Sales", "Capitalization", "Consent To Jurisdiction", "Further Assurances", "Change In Control", "Enforcements", "No Defaults", "Successors"], "gold": ["Successors"]}
+{"input": "Such Seller is not required to file, seek or obtain any notice, authorization, approval, order, Permit or consent of or with any Governmental Body for the consummation of the transactions contemplated by this Agreement, except (a) any filings required to be made under the HSR Act or (b) as may be necessary as a result of any facts or circumstances relating to the Purchaser or any of its Affiliates.", "references": ["Taxes", "General", "Benefits", "Assignments", "Publicity", "Effective Dates", "Binding Effects", "Erisa", "Enforcements", "Releases", "Qualifications", "Terminations", "Assigns", "Sales", "Records", "Compliance With Laws", "Defined Terms", "Litigations", "Vesting", "Positions", "Sanctions", "Successors", "Solvency", "Change In Control", "Intellectual Property", "Waiver Of Jury Trials", "Representations", "Expenses", "Effectiveness", "Disclosures", "Consents"], "gold": ["Consents"]}
+{"input": "The execution, delivery and performance by Sytnyk of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of the ESILKROAD, Sytnyk and Bondarenko. Sytnyk and Bondarenko have duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of Sytnyk, Bondarenko and ESILKROAD. The ESILKROAD Shares to be transferred to AGORA in accordance with this Agreement have been duly authorized and validly issued. . Upon transfer of the ESILKROAD Shares\u00a0 to AGORA, each of Bondarenko and Sytnyk warrant the ESILKROAD shares will have been fully paid and will be non-assessable.", "references": ["Counterparts", "Duties", "Death", "Payments", "Terminations", "Notices", "Anti-Corruption Laws", "Submission To Jurisdiction", "Survival", "Warranties", "Authority", "Definitions", "Cooperation", "Fees", "Terms", "Adjustments", "Positions", "Indemnity", "Forfeitures", "Capitalization", "Successors", "Specific Performance", "Jurisdictions", "Approvals", "Waiver Of Jury Trials", "Confidentiality", "Severability", "No Defaults", "Assignments", "No Waivers", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Executive acknowledges that the Company does not warrant or represent the taxability or non-taxability of the consideration provided to Executive under this Agreement.\u00a0\u00a0Except for withholding any customary payroll taxes required by law to be withheld or paid by the Company, responsibility for taxability or non-taxability of the consideration provided to Executive under this Agreement, and payment of any and all taxes or penalties that may be imposed as a result of the consideration provided to Executive under this Agreement, are solely the responsibility of Executive.\u00a0\u00a0Except for withholding any customary payroll taxes required by law to be withheld or paid by the Company, Executive shall indemnify and hold harmless, and shall repay the Company and all Releasees for the full amount of any taxes, assessments, interest, penalties and attorneys\u2019 fees that they or any of them incurs as a result of the consideration promised to or provided to Executive under this Agreement.\u00a0\u00a0Executive shall further pay the Company and the Releasees its or their attorneys\u2019 fees incurred in enforcing its, his, her or their rights to indemnity hereunder, whether or not a claim is filed.", "references": ["Insurances", "Terms", "Sanctions", "Counterparts", "Vacations", "Construction", "Enforcements", "Withholdings", "Assigns", "No Waivers", "Integration", "Interpretations", "Qualifications", "Compliance With Laws", "Death", "Binding Effects", "Solvency", "Authorizations", "Interests", "Headings", "Duties", "Amendments", "Powers", "Erisa", "No Defaults", "Approvals", "Anti-Corruption Laws", "Releases", "Capitalization", "Assignments", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement shall inure to the benefit of and be enforceable by the Executive\u2019s personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive\u2019s death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive\u2019s beneficiary designated in writing to the Company prior to his death (or to his estate, if the Executive fails to make such designation). The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.", "references": ["Notices", "Qualifications", "Agreements", "Transactions With Affiliates", "Benefits", "Publicity", "Indemnifications", "Sanctions", "Consents", "Participations", "Terminations", "Binding Effects", "Releases", "Records", "Submission To Jurisdiction", "Waivers", "Powers", "Financial Statements", "General", "Waiver Of Jury Trials", "No Conflicts", "Headings", "Assigns", "Enforcements", "Venues", "Further Assurances", "Effectiveness", "Capitalization", "Vacations", "Vesting", "Successors"], "gold": ["Successors"]}
+{"input": "The headings of all sections\u00a0of this Agreement are inserted solely for the convenience of reference and are not a part of and are not intended to govern, limit, or aid in the construction or interpretation of any term or provision hereof.", "references": ["General", "Submission To Jurisdiction", "Terms", "Capitalization", "Assignments", "Qualifications", "Governing Laws", "Use Of Proceeds", "Vesting", "Defined Terms", "Liens", "Effectiveness", "Solvency", "Duties", "Construction", "Approvals", "Entire Agreements", "Costs", "Intellectual Property", "Binding Effects", "Tax Withholdings", "Jurisdictions", "Financial Statements", "Insurances", "Disability", "Existence", "Effective Dates", "Remedies", "Confidentiality", "Base Salary", "Headings"], "gold": ["Headings"]}
+{"input": "Except for any approval of the Comptroller of the Currency or Federal Reserve System or resolution of any objection of either of them to consummation by Purchaser of the transactions contemplated hereby, the execution and delivery of this Agreement by Purchaser does not, and (assuming satisfaction of the conditions set forth in Article\u00a05) the performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby will not:\u00a0 (i)\u00a0violate any provision of the organization documents of Purchaser; (ii)\u00a0conflict with or violate any Law, judicial or administrative order, writ, award, judgment, injunction or decree to which Purchaser is subject; (iii)\u00a0require Purchaser to make any filing with, obtain any permit, consent, license or approval of, or give any notice to, any Governmental Authority except for the SBA; (iv)\u00a0result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or right to require repurchase, pursuant to, any material contract to which Purchaser is a party or by which any of its properties is bound or affected; or (v)\u00a0result in the creation of any Lien on any of Purchaser\u2019s assets, except, in the case of clauses (ii), (iii)\u00a0and (iv)\u00a0for such conflicts, violations, filings, permits, consents, licenses, approvals, notices, breaches or conflicts that would not (a)\u00a0have a Material Adverse Effect or impair the validity or enforceability of this Agreement, any Closing Agreement or any Transferred Asset or (b)\u00a0prohibit Purchaser from consummating the transactions contemplated by this Agreement or the Closing Agreements to which it is a party or performing its obligations hereunder or thereunder.", "references": ["Terms", "Taxes", "Benefits", "Effectiveness", "No Conflicts", "Use Of Proceeds", "Payments", "Solvency", "Effective Dates", "Integration", "Litigations", "Sales", "Withholdings", "Agreements", "Warranties", "Definitions", "Entire Agreements", "Organizations", "Tax Withholdings", "Interpretations", "Vesting", "Books", "Successors", "Indemnity", "Counterparts", "Participations", "Assignments", "Consents", "Waiver Of Jury Trials", "Titles", "Approvals"], "gold": ["Approvals"]}
+{"input": "THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.", "references": ["Notices", "Entire Agreements", "Assigns", "Further Assurances", "Remedies", "Base Salary", "Benefits", "Headings", "Indemnity", "No Defaults", "Forfeitures", "Successors", "Disability", "Specific Performance", "No Waivers", "Integration", "Costs", "Transactions With Affiliates", "Definitions", "Positions", "Sanctions", "Adjustments", "Brokers", "Erisa", "Books", "Releases", "Change In Control", "Death", "Sales", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable in any respect, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.\u00a0\u00a0It is hereby stipulated and declared \u00a0 to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.", "references": ["Successors", "Base Salary", "Venues", "Counterparts", "Publicity", "Representations", "Costs", "Non-Disparagement", "Waiver Of Jury Trials", "Benefits", "Books", "Vacations", "Warranties", "Subsidiaries", "Insurances", "Transactions With Affiliates", "Arbitration", "Enforceability", "Governing Laws", "Intellectual Property", "No Conflicts", "Positions", "Taxes", "Fees", "Entire Agreements", "Authorizations", "Defined Terms", "Enforcements", "Cooperation", "Forfeitures", "Severability"], "gold": ["Severability"]}
+{"input": "The parties agree that the submission of a draft or copy of this\u00a0 Amendment for review or signature by a party is not intended, nor shall it constitute or be deemed, by either party to be an offer to enter into a legally binding agreement with respect to the subject matter hereof and may not be relied on for any legal or equitable rights or obligations. Any draft or document submitted by Landlord or its agents to Tenant shall not constitute a reservation of or option or offer in favor of Tenant. The parties shall be legally bound with respect to the subject matter hereof pursuant to the terms of this Amendment only if, as and when all the parties have executed and delivered this Amendment to each other. Prior to the complete execution and delivery of this Amendment by all parties, each party shall be free to negotiate the form and terms of this Amendment in a manner acceptable to each party in its sole and absolute discretion. The parties acknowledge and agree that the execution and delivery by one party prior to the execution and delivery of this Amendment by the other party shall be of no force and effect and shall in no way prejudice the party so executing this Amendment or the party that has not executed this Amendment.", "references": ["Forfeitures", "Brokers", "Terminations", "Vesting", "Closings", "Vacations", "Erisa", "Sales", "Books", "Withholdings", "Counterparts", "Compliance With Laws", "Survival", "Amendments", "No Defaults", "Records", "Non-Disparagement", "Applicable Laws", "Approvals", "Governing Laws", "Organizations", "Sanctions", "Waivers", "Disability", "Insurances", "Waiver Of Jury Trials", "Miscellaneous", "Arbitration", "Definitions", "Assigns", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "This Agreement, together with the Schedules, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.", "references": ["Cooperation", "Non-Disparagement", "No Defaults", "Indemnifications", "Employment", "Defined Terms", "Intellectual Property", "Tax Withholdings", "Solvency", "Capitalization", "Definitions", "Agreements", "Applicable Laws", "Integration", "Successors", "Disclosures", "Publicity", "Effectiveness", "Costs", "Positions", "Remedies", "Waiver Of Jury Trials", "Enforceability", "No Waivers", "Waivers", "Notices", "Records", "Interests", "Sanctions", "Insurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "After satisfaction of the conditions set forth in this Section\u00a02.17 with respect to the applicable Incremental Facility, the Paying Agent and the Borrower shall determine the effective date (the \u201c Incremental Facility Effective Date \u201d) and the final allocation of such Incremental Facility.\u00a0 The Paying Agent shall promptly notify the Borrower and the Appropriate Lenders (including Eligible Assignees that become Lenders in accordance with clause\u00a0(c) \u00a0above) of the final allocation of such Incremental Facility and the Incremental Facility Effective Date.", "references": ["Waiver Of Jury Trials", "Subsidiaries", "Consent To Jurisdiction", "Remedies", "Specific Performance", "Enforcements", "Warranties", "Capitalization", "Arbitration", "Payments", "Base Salary", "Terminations", "Survival", "Confidentiality", "Notices", "Anti-Corruption Laws", "Closings", "Headings", "Enforceability", "Disclosures", "Approvals", "Powers", "Positions", "Submission To Jurisdiction", "Forfeitures", "Governing Laws", "Compliance With Laws", "Disability", "Interests", "Assigns", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Except as otherwise provided under this Agreement, the Participant\u2019s right to exercise the Option shall vest in accordance with the Vesting Schedule set forth in the Grant Notice (each, a \u201c Vesting Date \u201d); provided , however , that the Participant is employed as Chief Executive Officer through the applicable Vesting Date.", "references": ["Miscellaneous", "Consents", "Assignments", "Base Salary", "Adjustments", "Intellectual Property", "Positions", "Disability", "Brokers", "Participations", "Defined Terms", "Change In Control", "Subsidiaries", "Representations", "Venues", "Indemnity", "Publicity", "Sales", "Expenses", "Authorizations", "Sanctions", "Counterparts", "Amendments", "Employment", "Further Assurances", "Payments", "Tax Withholdings", "Assigns", "Forfeitures", "Construction", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Grantee will not have any rights of a shareholder of the Company with respect to Earned RSUs until delivery of the underlying Shares.", "references": ["Participations", "Vacations", "Forfeitures", "Releases", "Indemnity", "Enforcements", "Taxes", "Headings", "Indemnifications", "Disability", "Vesting", "Existence", "No Defaults", "Sanctions", "Waiver Of Jury Trials", "Capitalization", "Titles", "Submission To Jurisdiction", "Compliance With Laws", "Adjustments", "Assignments", "Further Assurances", "Brokers", "Intellectual Property", "Binding Effects", "Employment", "Authority", "General", "Integration", "Expenses", "Duties"], "gold": ["Duties"]}
+{"input": "(a)\u00a0(I)\u00a0\u00a0\u00a0\u00a0Seller, Servicer, Agent, each Purchaser Agent and each Purchaser hereby agree and consent to the complete or partial assignment by any Conduit of all or any portion of its rights under, interest in, title to and obligations under this Agreement to any Funding Source pursuant to any Funding Agreement or to any other Person, and upon such assignment, such Conduit shall be released from its obligations so assigned; provided , however , that no Conduit shall transfer, sell or assign its rights in all or any part of the Asset Portfolio at any time prior to the Amortization Date unless the RPA Deferred Purchase Price allocable to the Asset Portfolio (or such relevant portion thereof), as determined by Agent to be allocable to such assigned interest on a pro rata basis, has been paid in full or is being assumed by the applicable transferee. Further, Seller, Servicer, Agent, each Purchaser Agent and each Purchaser hereby agree that any assignee of any Conduit of this Agreement or of all or any portion of the Asset Portfolio of any Conduit shall have all of the rights and benefits under this Agreement as if the term \u201cConduit\u201d explicitly referred to and included such party ( provided that (i)\u00a0the Capital of any such assignee that is a Conduit or a commercial paper conduit shall accrue CP Costs based on such Conduit\u2019s Conduit Costs or on such commercial paper conduit\u2019s cost of funds, respectively, and (ii)\u00a0the Capital of any other such assignee shall accrue Financial Institution Yield pursuant to Section \u00a04.1 ), and no such assignment shall in any way impair the rights and benefits of any Conduit hereunder.", "references": ["Enforcements", "Records", "Modifications", "Severability", "Miscellaneous", "Disability", "Representations", "Terminations", "Headings", "Authorizations", "Counterparts", "Organizations", "Erisa", "Costs", "Participations", "Brokers", "Forfeitures", "Specific Performance", "Employment", "Binding Effects", "Consents", "Waiver Of Jury Trials", "Warranties", "Titles", "Sanctions", "Further Assurances", "Entire Agreements", "Expenses", "Publicity", "Survival", "Assignments"], "gold": ["Assignments"]}
+{"input": "The representations and warranties of the Company and Purchaser shall survive the execution and delivery hereof and the Closing until the date one year from the Closing Date, and the agreements and covenants set forth in Articles I, III, V, VII and VIII of this Agreement shall survive the execution and delivery hereof and the Closing hereunder.", "references": ["Taxes", "Capitalization", "Disclosures", "Terminations", "Liens", "Integration", "Warranties", "Sanctions", "Consents", "Notices", "Records", "Withholdings", "Transactions With Affiliates", "Adjustments", "Miscellaneous", "Compliance With Laws", "No Waivers", "No Defaults", "Interests", "Books", "Waivers", "Releases", "Participations", "Use Of Proceeds", "Severability", "Enforceability", "Agreements", "Binding Effects", "Remedies", "Effectiveness", "Survival"], "gold": ["Survival"]}
+{"input": "The Lenders shall have received (i)\u00a0audited consolidated financial statements of the Company and its consolidated Subsidiaries for the fiscal year ended December\u00a031, 2016, (ii)\u00a0unaudited consolidated financial statements of the Company and its consolidated Subsidiaries for the fiscal quarters ended March\u00a031, 2017, June\u00a030, 2017 and September\u00a030, 2017, and (iii)\u00a0the Pro Forma Balance Sheet.", "references": ["No Waivers", "Modifications", "Benefits", "Forfeitures", "Assignments", "Miscellaneous", "Applicable Laws", "Specific Performance", "Assigns", "Effective Dates", "General", "Effectiveness", "Further Assurances", "Intellectual Property", "Remedies", "Positions", "Liens", "Employment", "Indemnity", "Records", "Subsidiaries", "Severability", "Publicity", "Terminations", "Releases", "Duties", "Participations", "Definitions", "Sales", "No Conflicts", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Depending on the Company\u2019s satisfaction of the Performance Goals applicable to Employee\u2019s Target Incentive for a Performance Period, Employee\u2019s Target Incentive may be earned at target, below target, or above target.", "references": ["Waiver Of Jury Trials", "Capitalization", "Insurances", "Arbitration", "Participations", "Interests", "Assigns", "Remedies", "Assignments", "Notices", "Organizations", "Solvency", "Anti-Corruption Laws", "Sanctions", "Financial Statements", "Subsidiaries", "Submission To Jurisdiction", "Intellectual Property", "Taxes", "Enforcements", "Enforceability", "Adjustments", "Cooperation", "Indemnifications", "Indemnity", "Governing Laws", "Terminations", "Venues", "No Waivers", "Vesting", "General"], "gold": ["General"]}
+{"input": "This Agreement together with the Notice of Grant and the 2015 Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Notice of Grant. Each party to this Agreement and the Notice of Grant acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Notice of Grant or the 2015 Plan and that any agreement, statement, or promise that is not contained in this Agreement, the Notice of Grant or the 2015 Plan shall not be valid or binding or of any force or effect. Notwithstanding anything to the contrary contained in the Notice of Grant, this Agreement or in the 2015 Plan, in the event of any conflict between the terms and conditions of the Option as set forth in the Notice of Grant, this Agreement and in the 2015 Plan, as the case may be, and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall govern unless the conflicting provision in the Notice of Grant, this Agreement or in the 2015 Plan, as the case may be, is more favorable to the Participant; in which case, the provision more favorable to the Participant shall govern; provided, however, that notwithstanding the foregoing, in no event shall any extended exercise period set forth in the Employment Agreement modify or extend the Option Expiration Date as set forth in the Notice of Grant.", "references": ["Payments", "Change In Control", "Counterparts", "Existence", "Integration", "Publicity", "Governing Laws", "Remedies", "Venues", "Specific Performance", "Interests", "Warranties", "Liens", "Insurances", "Authority", "No Defaults", "Duties", "Fees", "Taxes", "Records", "Effective Dates", "Effectiveness", "Brokers", "Base Salary", "Terms", "Vesting", "Qualifications", "Books", "Litigations", "Consents", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Participant agrees and acknowledges that the Participant\u2019s right to receive and retain the Award Shares and any DER payments is subject to and conditioned upon the Participant\u2019s continued compliance with the restrictive covenants contained in Exhibit C attached hereto. In addition, the Participant agrees and acknowledges that any dispute arising with respect to this Award and this Award Agreement will be subject to the Alternative Dispute Resolution provisions set forth in an Employment and Confidentiality Agreement by and between the Participant and the Company.", "references": ["Death", "Subsidiaries", "Cooperation", "Definitions", "Change In Control", "Financial Statements", "Severability", "Construction", "Intellectual Property", "Litigations", "Erisa", "Applicable Laws", "Compliance With Laws", "Jurisdictions", "Indemnifications", "Notices", "Terms", "Sanctions", "Withholdings", "Positions", "Fees", "Adjustments", "No Waivers", "Liens", "Effectiveness", "Defined Terms", "Use Of Proceeds", "Insurances", "Terminations", "Governing Laws", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Each Stockholder shall permit the Parent and Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent and Sub reasonably determine to be required in connection with the Offer, the Merger and any transactions related thereto, the Stockholder\u2019s identity and ownership of Subject Shares and the nature of the commitments, arrangements and understandings under this Agreement.\u00a0 Parent and Sub shall permit each Stockholder to publish and disclose in all disclosure documents required by Law (including any Schedule 13D/A filing), the nature of the commitments, arrangements and understandings under this Agreement.", "references": ["Enforcements", "Defined Terms", "Employment", "Use Of Proceeds", "Insurances", "Enforceability", "Assignments", "Taxes", "Erisa", "Closings", "Governing Laws", "Terms", "Effective Dates", "Integration", "Duties", "Benefits", "Consents", "Interests", "Notices", "Adjustments", "Cooperation", "Effectiveness", "Withholdings", "Interpretations", "Fees", "Titles", "Releases", "Binding Effects", "Venues", "Subsidiaries", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding and so long as the Commitments of any Lender have not been terminated.", "references": ["Waiver Of Jury Trials", "Representations", "Base Salary", "Submission To Jurisdiction", "Titles", "Sanctions", "Confidentiality", "Litigations", "Authorizations", "Duties", "Closings", "Fees", "Withholdings", "Waivers", "Effective Dates", "Employment", "Intellectual Property", "Financial Statements", "Compliance With Laws", "Existence", "Anti-Corruption Laws", "Governing Laws", "Forfeitures", "Venues", "Assigns", "Assignments", "Enforceability", "Further Assurances", "Cooperation", "Vacations", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement may be signed in counterparts, including counterparts transmitted by facsimile, each of which will be deemed an original and all of which will constitute one and the same instrument.\u00a0\u00a0In the event that Client returns an executed but undated copy of this Agreement to Visa, Client agrees and authorizes Visa to insert the date of Visa\u2019s receipt of the executed copy.", "references": ["Payments", "Assignments", "Representations", "Costs", "No Waivers", "Anti-Corruption Laws", "Powers", "Litigations", "Use Of Proceeds", "Organizations", "Cooperation", "General", "Effective Dates", "Binding Effects", "Transactions With Affiliates", "Specific Performance", "Agreements", "Books", "Insurances", "Venues", "Liens", "Vesting", "Fees", "Financial Statements", "Capitalization", "Approvals", "Existence", "Confidentiality", "Taxes", "Compliance With Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company will, and will cause each of its Subsidiaries to, (a)\u00a0keep and maintain all tangible property material to the conduct of its business in good working order and condition, ordinary wear and tear and casualty excepted and except (i)\u00a0pursuant to transactions permitted by Section\u00a06.03 or (ii)\u00a0where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, and (b)\u00a0maintain, in all material respects, with carriers reasonably believed by the Company to be financially sound and reputable or through reasonable and adequate self-insurance insurance in such amounts and against such risks and such other hazards, as is customarily maintained by companies engaged in the same or similar businesses under similar circumstances.", "references": ["Consents", "Vesting", "Brokers", "Waiver Of Jury Trials", "Withholdings", "Taxes", "Confidentiality", "Consent To Jurisdiction", "Closings", "Anti-Corruption Laws", "Forfeitures", "Disclosures", "Survival", "Arbitration", "Base Salary", "Benefits", "Agreements", "Death", "Applicable Laws", "Authorizations", "Entire Agreements", "Titles", "Counterparts", "Publicity", "Payments", "Financial Statements", "Notices", "Governing Laws", "Powers", "Releases", "Insurances"], "gold": ["Insurances"]}
+{"input": "As between the Parties hereto, neither Party shall be liable to the other for the death of or injury to any employee of the other, or loss of or damage to the property of the other, unless caused solely by its own negligence or willful action. Each Party shall indemnify the other against any liability for any loss, damage, or injury suffered by any third party and arising out of its performance of this Agreement where such loss is caused solely by its own negligence or willful action, and the parties shall bear in proportion to its fault, as determined by final judgment or arbitration award, liability for such loss, damage or injury where caused by their joint negligence or willful actions; provided, however, neither Party shall be liable for punitive damages to the other Party, except to the extent awarded to a third party. The Parties acknowledge that they are Parties to various leases, subleases and other agreements, and that this provision shall not supersede or modify any of such separate agreements.", "references": ["Waiver Of Jury Trials", "No Conflicts", "Counterparts", "Change In Control", "Duties", "Agreements", "Authority", "Erisa", "Intellectual Property", "Existence", "Binding Effects", "Specific Performance", "Base Salary", "Governing Laws", "Closings", "Payments", "Taxes", "Survival", "Disclosures", "Interests", "Powers", "Terms", "Sanctions", "Death", "Headings", "Further Assurances", "Indemnity", "No Defaults", "Authorizations", "Approvals", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The provisions of this Agreement shall be interpreted and construed in accordance with the laws of the State of Oklahoma without regard to its choice of law principles.", "references": ["Amendments", "Effectiveness", "Governing Laws", "Sales", "Books", "Entire Agreements", "Use Of Proceeds", "Defined Terms", "Modifications", "Definitions", "Headings", "Indemnity", "Positions", "Arbitration", "Terminations", "Authorizations", "Base Salary", "Erisa", "Assigns", "General", "Qualifications", "Survival", "Integration", "Notices", "Taxes", "Enforceability", "Titles", "Subsidiaries", "Further Assurances", "Representations", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.6, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.", "references": ["Effectiveness", "Payments", "Expenses", "Assignments", "Use Of Proceeds", "Benefits", "Liens", "Authority", "Terminations", "Arbitration", "Publicity", "General", "Forfeitures", "Successors", "Consents", "Remedies", "Fees", "No Waivers", "Representations", "Releases", "Warranties", "Submission To Jurisdiction", "Duties", "Positions", "Adjustments", "Powers", "Solvency", "Vesting", "Insurances", "Headings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "On the terms and subject to the conditions set forth herein, the Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue such employment, for the Employment Term (as defined below). During the Employment Term, the Executive shall serve as Executive Vice President and Chief Human Resources Officer of the Company and shall report to the President and Chief Executive Officer of the Company (the \u201c CEO \u201d), performing the normal duties and responsibilities of such position with respect to the business of the Company and such other duties and responsibilities commensurate with such position as the CEO or the Board of Directors of the Company (the \u201c Board \u201d) may reasonably assign to the Executive from time to time.", "references": ["Integration", "Effective Dates", "Binding Effects", "Books", "Existence", "Publicity", "Survival", "No Conflicts", "Vacations", "Governing Laws", "Consent To Jurisdiction", "Approvals", "Insurances", "Use Of Proceeds", "Defined Terms", "Construction", "Transactions With Affiliates", "Organizations", "Participations", "Compliance With Laws", "Base Salary", "Jurisdictions", "Applicable Laws", "Forfeitures", "Subsidiaries", "Terms", "No Waivers", "Enforcements", "Duties", "Definitions", "Employment"], "gold": ["Employment"]}
+{"input": "Upon termination of the Preferred Equity Member\u2019s employment or appointment with the Company for any reason, title to and ownership of the Preferred Equity Unit shall immediately and automatically revert back to the Company and the Preferred Equity Member shall be entitled to receive payment for such Preferred Equity Unit in an amount equal to the then accrued and unpaid Preferred Distribution, if any. Preferred Equity Member shall not be entitled to any Preferred Equity Distribution with respect thereto following the termination.", "references": ["Forfeitures", "Authority", "Consents", "Defined Terms", "Survival", "Arbitration", "Further Assurances", "Records", "Terms", "Subsidiaries", "No Waivers", "Books", "Closings", "Adjustments", "Powers", "Headings", "Counterparts", "Warranties", "Waiver Of Jury Trials", "Assignments", "Authorizations", "Non-Disparagement", "Publicity", "Litigations", "Qualifications", "Remedies", "Withholdings", "Change In Control", "Brokers", "Cooperation", "Terminations"], "gold": ["Terminations"]}
+{"input": "Landlord and Tenant\u00a0each represent and warrant that it has dealt with no broker or other party entitled to a commission or broker\u2019s fee in connection with this Tenth Amendment other than Landlord or Landlord\u2019s managing agent, and hereby agrees to indemnify the other party for any other claims for commissions or broker\u2019s fees by any parties based on the parties dealings in connection with this Tenth Amendment.", "references": ["Withholdings", "Tax Withholdings", "Expenses", "Representations", "Applicable Laws", "Integration", "Positions", "Warranties", "No Defaults", "Benefits", "Employment", "Records", "Jurisdictions", "Terms", "Venues", "Indemnifications", "Taxes", "Intellectual Property", "Effectiveness", "Forfeitures", "Effective Dates", "Adjustments", "Binding Effects", "Amendments", "Insurances", "Participations", "Definitions", "Powers", "Authorizations", "Authority", "Brokers"], "gold": ["Brokers"]}
+{"input": "Pursuant to Section 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Committee may condition the issuance of Shares upon the Grantee\u2019s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact) or in such other manner as is acceptable to the Company. Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restriction or limitations that the Committee, in its sole discretion, deems appropriate.", "references": ["Withholdings", "Confidentiality", "Severability", "Fees", "Positions", "Specific Performance", "Insurances", "Change In Control", "Warranties", "Brokers", "Approvals", "Duties", "Subsidiaries", "Transactions With Affiliates", "Death", "Further Assurances", "Existence", "Use Of Proceeds", "Closings", "Effective Dates", "Entire Agreements", "Sales", "Publicity", "Construction", "Terms", "Powers", "Books", "Intellectual Property", "Binding Effects", "Participations", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Parties recognize that in the Consulting Period, Ching may represent the Company in certain business transactions related to the Company\u2019s operations and may be exposed to claims by third parties arising directly or indirectly from such business transactions.\u00a0 The Company hereby agrees to indemnify, defend, and hold Ching harmless from and against any claim, demand, cause of action, lawsuit, damages or judgment asserted, filed, or obtained against Ching, including costs and attorney\u2019s fees, arising directly or indirectly from any business transaction in which Ching, acting within the scope of this Agreement, represents the Company.\u00a0 Such right to indemnification shall survive the termination of this Agreement.", "references": ["Disclosures", "Further Assurances", "Liens", "Governing Laws", "Base Salary", "Titles", "Intellectual Property", "Releases", "Notices", "Powers", "Disability", "Anti-Corruption Laws", "Publicity", "Records", "Arbitration", "Vacations", "Existence", "No Conflicts", "Assignments", "Miscellaneous", "Indemnity", "No Defaults", "Assigns", "Solvency", "Fees", "Confidentiality", "Authority", "Use Of Proceeds", "Agreements", "Costs", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "In the event that any Lender (which term shall include the Issuing Banks for purposes of this Section\u00a02.31(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, rule, regulation or order, or any change therein or in the interpretation, administration, implementation or application thereof (including the introduction of any new law, treaty, rule, regulation or order), or the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any court or governmental authority, in each case that is adopted or becomes effective after the Closing Date (a \u201c Change in Law \u201d), or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (ii)\u00a0imposes any other condition, cost or expense (other than Taxes) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, converting to, continuing, or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender (or its applicable lending office) with respect thereto (whether of principal, interest or any other amount); then, in any such case, the applicable Borrower shall within five (5)\u00a0Business Days after receipt of the statement referred to in the next sentence, pay such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost incurred or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section\u00a02.31(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Any demand for compensation made by any Lender pursuant to this Section\u00a02.31(a) shall be made only to the extent such Lender (as determined by such Lender in good faith) is making similar demand with respect to its similarly situated commercial borrowers where such Lender has the legal right to make such demand.", "references": ["Agreements", "Powers", "Change In Control", "Successors", "Defined Terms", "Disability", "Qualifications", "Consents", "Transactions With Affiliates", "Liens", "Positions", "Tax Withholdings", "Submission To Jurisdiction", "Binding Effects", "No Conflicts", "Non-Disparagement", "Releases", "Severability", "Warranties", "General", "Indemnity", "Vacations", "Authority", "Benefits", "Effectiveness", "Assigns", "Publicity", "Participations", "Governing Laws", "Records", "Taxes"], "gold": ["Taxes"]}
+{"input": "Notwithstanding and without limitation of Section 6, the Company shall be the sole owner of all the products and proceeds of the Executive\u2019s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in connection with or during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or character whatsoever (other than the Executive\u2019s right to receive payments hereunder). The Executive shall, at the request of RCPC, execute such assignments, certificates or other instruments as RCPC may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.", "references": ["Subsidiaries", "Enforcements", "Qualifications", "Non-Disparagement", "Existence", "Assigns", "Indemnity", "Consents", "Remedies", "No Defaults", "Change In Control", "Jurisdictions", "Authority", "Headings", "Transactions With Affiliates", "Withholdings", "Benefits", "Forfeitures", "Assignments", "Adjustments", "Terminations", "Taxes", "Releases", "Sanctions", "Liens", "Construction", "Applicable Laws", "Binding Effects", "Costs", "Venues", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "For purposes of this Section 3.01 , the term \u201c applicable Law \u201d includes FATCA.", "references": ["Representations", "Modifications", "Base Salary", "Venues", "Disclosures", "Construction", "Non-Disparagement", "Enforceability", "Tax Withholdings", "Taxes", "Assignments", "Vesting", "Adjustments", "Vacations", "Financial Statements", "Existence", "Participations", "Severability", "Waiver Of Jury Trials", "Capitalization", "Notices", "Transactions With Affiliates", "Erisa", "Duties", "Employment", "Entire Agreements", "Sales", "Indemnity", "Arbitration", "Litigations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Each portion of the Award shall be paid to the Participant in a lump sum on the first payroll period following the applicable vesting date. In no event shall any payment be made after March\u00a015 of the calendar year following the year of the applicable vesting date.", "references": ["Use Of Proceeds", "Representations", "Effectiveness", "No Conflicts", "Positions", "Existence", "Compliance With Laws", "Effective Dates", "Disclosures", "Interests", "Enforceability", "Books", "Brokers", "Further Assurances", "Approvals", "Vacations", "Litigations", "Definitions", "Closings", "Counterparts", "Notices", "Participations", "Enforcements", "Consent To Jurisdiction", "Non-Disparagement", "Erisa", "Powers", "Survival", "Change In Control", "Transactions With Affiliates", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement has been, and each and all of the other agreements, instruments and documents herein required to be made by Seller pursuant hereto have been, or on the Closing Date will have been, executed by or on behalf of Seller, and when so executed, are and shall be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and, as to enforceability, the general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).", "references": ["Cooperation", "Further Assurances", "Sales", "Vacations", "Modifications", "Counterparts", "Agreements", "Construction", "Intellectual Property", "Consent To Jurisdiction", "Transactions With Affiliates", "Severability", "Disability", "Terminations", "Change In Control", "Fees", "Vesting", "Releases", "Headings", "Interpretations", "Taxes", "Powers", "Miscellaneous", "Participations", "Applicable Laws", "Insurances", "Entire Agreements", "Specific Performance", "Organizations", "Representations", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company\u2019s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.3. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser\u2019s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.", "references": ["Duties", "General", "Consents", "Employment", "Titles", "Transactions With Affiliates", "Miscellaneous", "Change In Control", "Warranties", "Positions", "Assigns", "Financial Statements", "Taxes", "Costs", "Organizations", "Disclosures", "Modifications", "Enforcements", "Enforceability", "Compliance With Laws", "Insurances", "Remedies", "Sales", "Records", "Applicable Laws", "Death", "Publicity", "Assignments", "Waivers", "Non-Disparagement", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of a signature page of any Loan Document by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement. Any electronic signature, contract formation on an electronic platform and electronic record-keeping shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act. Upon request by any Agent, any electronic signature or delivery shall be promptly followed by a manually executed or paper document.", "references": ["Construction", "Intellectual Property", "Venues", "Compliance With Laws", "Books", "Enforceability", "Publicity", "No Defaults", "Vacations", "Sales", "Closings", "Organizations", "Entire Agreements", "Waiver Of Jury Trials", "Payments", "Capitalization", "Fees", "Representations", "Modifications", "Cooperation", "Effectiveness", "Base Salary", "Sanctions", "Qualifications", "Successors", "Participations", "Transactions With Affiliates", "Disclosures", "Authorizations", "Disability", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The representations and warranties, set forth in this Agreement, in any Exhibit or Schedule hereto and in any certificate or instrument delivered in connection herewith shall survive for a period of eighteen (18) months after the Closing Date (\u201c Warranty Period \u201d) and shall thereupon terminate and expire and shall be of no force or effect thereafter, except that (i) the representation and warranty of the Members in Section 2.01 as to the ownership of the Company Membership Shares shall survive for the period equal to the applicable statute of limitations relating to said matter; (ii) with respect to any claim, written notice of which shall have been delivered to OHGI or the Members, as the case may be, in accordance with the indemnification provisions of this Article X and prior to the end of the Warranty Period, such claim shall survive the termination of such Warranty Period for as long as such claim is unsettled, and (ii) with respect to any litigation which shall have been commenced to resolve such claim on or prior to such date.", "references": ["Jurisdictions", "Capitalization", "Notices", "No Conflicts", "Definitions", "Interpretations", "Erisa", "Change In Control", "Vacations", "Powers", "No Waivers", "Entire Agreements", "Remedies", "Benefits", "Representations", "Liens", "Positions", "Headings", "Participations", "Duties", "Counterparts", "Authorizations", "Non-Disparagement", "Binding Effects", "Arbitration", "Submission To Jurisdiction", "Waiver Of Jury Trials", "No Defaults", "Insurances", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "Notwithstanding any provision of this Agreement to the contrary, the Partnership may withhold and remit to the applicable taxing authority all amounts required by any local, state, federal or foreign law to be withheld and remitted by the Partnership with respect to a Partner on account of dispositions of Partnership property, distributions to a Partner, or allocations to a Partner of Partnership taxable income, gain, loss, deduction, or credit. Each Partner will timely provide to the General Partner all information, forms, and certifications necessary or appropriate to enable the General Partner and the Partnership to comply with any such withholding obligation and represents and warrants that the information, forms, and certifications furnished by it will be true and accurate in all material respects. Each Partner will, upon demand, indemnify the Partnership for any amounts so withheld and remitted by the Partnership in respect of the Partner from sources other than current distributions to the Partner, together with any related costs, expenses, interest, penalties, and additions to tax incurred by the Partnership.", "references": ["Payments", "Interpretations", "Enforceability", "Costs", "Financial Statements", "Terminations", "Successors", "Tax Withholdings", "No Conflicts", "Consent To Jurisdiction", "Venues", "Subsidiaries", "Counterparts", "Forfeitures", "Remedies", "Indemnifications", "Amendments", "Authority", "Releases", "Titles", "Further Assurances", "Insurances", "Use Of Proceeds", "Miscellaneous", "Disability", "Participations", "Disclosures", "No Defaults", "Liens", "Vacations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "No interest shall accrue on the payroll deductions or lump sum contributions of a Participant in the Plan.", "references": ["Positions", "Capitalization", "Enforcements", "Insurances", "Amendments", "Litigations", "Governing Laws", "Subsidiaries", "Qualifications", "Powers", "Erisa", "Solvency", "Warranties", "Releases", "Benefits", "Assigns", "Sanctions", "Costs", "Waivers", "Vesting", "Forfeitures", "Records", "Financial Statements", "Change In Control", "Indemnity", "Brokers", "Fees", "Severability", "Consents", "Venues", "Interests"], "gold": ["Interests"]}
+{"input": "No failure on the part of Agent, Issuing Bank, or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law.", "references": ["Miscellaneous", "Taxes", "Definitions", "Further Assurances", "Costs", "Binding Effects", "Consents", "Titles", "Counterparts", "Publicity", "Sales", "Representations", "Successors", "Positions", "Withholdings", "Existence", "Forfeitures", "Liens", "Arbitration", "Qualifications", "Payments", "Warranties", "Amendments", "Assignments", "Duties", "Survival", "Fees", "Submission To Jurisdiction", "Releases", "Defined Terms", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement (together with the documents expressly referenced herein, including without limitation the AIP, the LTIP and the Equity Awards) contains the entire agreement and understanding of the parties concerning the initial terms and conditions of Executive\u2019s employment with the Company, and as of the Effective Date supersedes, terminates and nullifies all prior commitments, agreements and understandings with respect to such relationship between the parties, including without limitation the offer letters to Executive from the Company dated September 3 and September 6, 2018. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth herein.", "references": ["Employment", "Participations", "Notices", "Submission To Jurisdiction", "Withholdings", "Death", "Counterparts", "Existence", "Authorizations", "Applicable Laws", "Jurisdictions", "Qualifications", "Interests", "Vacations", "Costs", "Insurances", "Tax Withholdings", "Sales", "Terminations", "Binding Effects", "Further Assurances", "Payments", "Waiver Of Jury Trials", "Base Salary", "Publicity", "Disability", "Assigns", "No Waivers", "Venues", "Arbitration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Note \u201d means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Lender, substantially in the form of Exhibit C-2 .", "references": ["Effective Dates", "Death", "Authorizations", "Change In Control", "Enforcements", "Disclosures", "Defined Terms", "Duties", "Assignments", "Terminations", "Existence", "Amendments", "No Waivers", "Anti-Corruption Laws", "Governing Laws", "Definitions", "Waiver Of Jury Trials", "Survival", "Non-Disparagement", "Withholdings", "Capitalization", "Specific Performance", "Closings", "Base Salary", "Consents", "Expenses", "Jurisdictions", "Vacations", "Taxes", "Entire Agreements", "Terms"], "gold": ["Terms"]}
+{"input": "(a). In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Separation Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.", "references": ["Publicity", "Effective Dates", "Vacations", "Liens", "Existence", "Insurances", "Vesting", "Non-Disparagement", "Assigns", "No Waivers", "Effectiveness", "Duties", "Powers", "Anti-Corruption Laws", "Litigations", "No Conflicts", "Integration", "Waivers", "Notices", "Definitions", "Subsidiaries", "Enforcements", "Submission To Jurisdiction", "Assignments", "Agreements", "Costs", "Transactions With Affiliates", "Cooperation", "Closings", "Releases", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The covenants, conditions, waivers, releases and agreements contained in this Guaranty shall bind, and the benefits thereof shall inure to, the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns; provided, however, that this Guaranty cannot be assigned by each Guarantor without the prior written consent of Buyer, and any such assignment or attempted assignment by each Guarantor shall be void and of no effect with respect to the Buyer.", "references": ["Intellectual Property", "Publicity", "Indemnity", "Organizations", "Powers", "Construction", "Subsidiaries", "Titles", "Notices", "Consent To Jurisdiction", "Adjustments", "Liens", "Records", "Headings", "Sanctions", "Authority", "Effectiveness", "Insurances", "Amendments", "Employment", "Disability", "Tax Withholdings", "Qualifications", "Successors", "Confidentiality", "Sales", "Erisa", "Counterparts", "Miscellaneous", "No Defaults", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Each payment by the Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including any Reimbursement Obligation) payable to the Lenders under this Agreement (or any of them) shall be made not later than 1:00 p.m. (New York City time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent\u2019s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever.\u00a0 Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 7.01 , but for all other purposes shall be deemed to have been made on the next succeeding Business Day.\u00a0 Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes.\u00a0 Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its pro rata share of such payment based on its Commitment Percentage (or other applicable share as provided herein), and shall wire advice of the amount of such credit to each Lender.\u00a0 Each payment to the Administrative Agent on account of the principal of or interest on a Swingline Loan or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender.\u00a0 Each payment to the Administrative Agent of the Issuing Lenders\u2019 fees or L/C Participants\u2019 commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be.\u00a0 Each payment to the Administrative Agent of the Administrative Agent\u2019s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 2.12(e) , 2.14 , 2.17 , 9.05 or 9.07 shall be paid to the Administrative Agent for the account of the applicable Lender.\u00a0 If any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.", "references": ["General", "Specific Performance", "Confidentiality", "Withholdings", "Use Of Proceeds", "Submission To Jurisdiction", "Benefits", "Intellectual Property", "Interpretations", "Insurances", "Disclosures", "Compliance With Laws", "Erisa", "Further Assurances", "No Waivers", "Enforcements", "Miscellaneous", "Existence", "Transactions With Affiliates", "Representations", "Solvency", "Positions", "Amendments", "Effective Dates", "Qualifications", "Fees", "Powers", "Tax Withholdings", "Financial Statements", "Approvals", "Payments"], "gold": ["Payments"]}
+{"input": "To the extent that the terms and conditions of this Agreement conflict with the terms and conditions of the Credit Agreement, the terms and conditions of the Credit Agreement shall control.", "references": ["Subsidiaries", "Adjustments", "Expenses", "Brokers", "Integration", "Taxes", "Vesting", "No Waivers", "Participations", "Entire Agreements", "Transactions With Affiliates", "Defined Terms", "Records", "Cooperation", "Consent To Jurisdiction", "Effectiveness", "Counterparts", "Tax Withholdings", "Withholdings", "Applicable Laws", "Organizations", "Consents", "Sanctions", "Use Of Proceeds", "Disability", "Governing Laws", "Sales", "Change In Control", "Titles", "Headings", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law principles.", "references": ["Successors", "Assigns", "Existence", "Approvals", "Construction", "Applicable Laws", "Solvency", "Authority", "Financial Statements", "Books", "Taxes", "No Defaults", "Costs", "Litigations", "Jurisdictions", "Specific Performance", "Tax Withholdings", "Disability", "Base Salary", "Sanctions", "Venues", "Definitions", "Integration", "Amendments", "Defined Terms", "Terms", "Further Assurances", "Insurances", "Expenses", "Vesting", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "At the request of the Company following the Separation Date and subject to Section 14 below, Employee will cooperate with the Company, with nVent Electric plc and with any affiliate of nVent Electric plc in any claims or lawsuits where Employee has knowledge of the facts. Nothing in this Agreement prevents Employee from testifying at an administrative hearing, arbitration, deposition or in court in response to a lawful and properly served subpoena (provided Employee provides written notice of the service of the subpoena to the Company within twenty-four (24) hours of receipt), nor does it preclude Employee from filing an administrative charge with a government agency or cooperating with a government agency in connection with an administrative charge (though he may not recover damages or receive any relief from the Company if he does file such a charge as noted in Section 2 above).\u00a0 Employee certifies, warrants and represents that he is unaware of any actual or potential violations of law by the Company, nVent Electric plc or any affiliate of nVent Electric plc.", "references": ["Waivers", "Counterparts", "Terms", "Costs", "Change In Control", "Existence", "Books", "Benefits", "Releases", "Integration", "No Waivers", "Indemnifications", "Successors", "Base Salary", "Capitalization", "Withholdings", "Liens", "Erisa", "Interpretations", "Sanctions", "Solvency", "Adjustments", "Arbitration", "Tax Withholdings", "Powers", "Amendments", "No Conflicts", "Death", "Notices", "Intellectual Property", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "If any provision hereof should be held invalid, illegal or unenforceable in any respect, then, to the fullest extent permitted by law, (a)\u00a0all other provisions hereof shall remain in full force and effect and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible and (b)\u00a0the parties shall use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of such provision(s) in this Agreement.", "references": ["Vacations", "Non-Disparagement", "Costs", "Assignments", "Arbitration", "Integration", "Change In Control", "Solvency", "Defined Terms", "Powers", "Brokers", "Binding Effects", "Amendments", "No Defaults", "Employment", "Miscellaneous", "Transactions With Affiliates", "Cooperation", "No Waivers", "Entire Agreements", "Definitions", "General", "Subsidiaries", "Applicable Laws", "Enforcements", "Consents", "Authority", "Death", "Further Assurances", "Intellectual Property", "Severability"], "gold": ["Severability"]}
+{"input": "This Stock Agreement may be signed in counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument.", "references": ["Terms", "Insurances", "Jurisdictions", "Participations", "Warranties", "Transactions With Affiliates", "Entire Agreements", "Brokers", "Adjustments", "Costs", "Employment", "Liens", "Enforceability", "Fees", "Governing Laws", "Records", "Amendments", "Taxes", "Headings", "Confidentiality", "Interpretations", "Notices", "Interests", "Further Assurances", "Submission To Jurisdiction", "Representations", "Remedies", "Organizations", "Change In Control", "No Defaults", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Incremental Amendment has been duly executed and delivered by the Borrower.\u00a0 Upon satisfaction of the conditions set forth in Section 3 above, this Incremental Amendment shall constitute a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors\u2019 rights generally, regardless of whether considered in a proceeding in equity or at law.", "references": ["Severability", "Withholdings", "Disclosures", "Terminations", "Agreements", "Capitalization", "Representations", "Approvals", "Venues", "Terms", "Publicity", "Authorizations", "Submission To Jurisdiction", "Confidentiality", "Effective Dates", "Employment", "Titles", "Headings", "Tax Withholdings", "Sanctions", "Participations", "Positions", "Amendments", "Compliance With Laws", "Closings", "Governing Laws", "Liens", "Enforcements", "Costs", "Notices", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of either Party under this Agreement shall not be materially and adversely affected thereby, then (a)\u00a0such provision shall be fully severable; (b)\u00a0this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; (c)\u00a0the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance therefrom; and (d)\u00a0in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and reasonably acceptable to the Parties.\u00a0\u00a0To the fullest extent permitted by Applicable Law, each Party hereby waives any provision of Applicable Law that would render any provision hereof illegal, invalid, or unenforceable in any respect.", "references": ["Consent To Jurisdiction", "Indemnifications", "Existence", "Fees", "Modifications", "Agreements", "Sanctions", "Cooperation", "Compliance With Laws", "No Defaults", "Anti-Corruption Laws", "Applicable Laws", "Records", "Integration", "Interests", "Representations", "Authority", "Death", "Venues", "Forfeitures", "Approvals", "Arbitration", "Sales", "Effectiveness", "Survival", "Subsidiaries", "Change In Control", "Construction", "Remedies", "Employment", "Severability"], "gold": ["Severability"]}
+{"input": "Except for the other Loan Documents expressly referred to in this Agreement, this Agreement represents the entire agreement between Lender and Borrower and may be modified only by an agreement in writing.", "references": ["Counterparts", "Remedies", "Survival", "Construction", "Expenses", "Sanctions", "Transactions With Affiliates", "Costs", "Enforceability", "Compliance With Laws", "Amendments", "Confidentiality", "Financial Statements", "Cooperation", "Governing Laws", "Authority", "Duties", "No Conflicts", "Adjustments", "Notices", "Terms", "Insurances", "Qualifications", "Terminations", "Brokers", "Organizations", "Employment", "Base Salary", "Venues", "No Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Fifth Amendment shall constitute a \u201cLoan Document\u201d for all purposes of the Credit Agreement and the other Loan Documents.", "references": ["Enforcements", "Payments", "Death", "Transactions With Affiliates", "Assignments", "Counterparts", "Warranties", "Employment", "Indemnifications", "Titles", "Fees", "Adjustments", "Vesting", "Assigns", "Subsidiaries", "Costs", "Disclosures", "Submission To Jurisdiction", "Litigations", "Effective Dates", "Integration", "Anti-Corruption Laws", "No Defaults", "Severability", "Financial Statements", "Tax Withholdings", "Duties", "Closings", "Amendments", "Modifications", "Remedies"], "gold": ["Remedies"]}
+{"input": "Employer has employed and hereby continues to employ Employee, and Employee hereby accepts such continued employment, upon the terms and subject to the conditions set forth in this Agreement. Employee shall be employed by Employer but may serve (and if requested by Employer shall serve) as an officer and/or director of any subsidiary or affiliate of Employer.", "references": ["Amendments", "Consent To Jurisdiction", "Specific Performance", "Enforcements", "Miscellaneous", "Disclosures", "Defined Terms", "Disability", "Sales", "Entire Agreements", "Positions", "Sanctions", "Costs", "No Conflicts", "Successors", "Effectiveness", "Waiver Of Jury Trials", "Erisa", "Qualifications", "Expenses", "Closings", "Adjustments", "Interpretations", "Tax Withholdings", "Taxes", "Capitalization", "Construction", "Non-Disparagement", "Change In Control", "Withholdings", "Employment"], "gold": ["Employment"]}
+{"input": "This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in the State of California.", "references": ["Approvals", "Indemnity", "Costs", "Qualifications", "Indemnifications", "Positions", "Change In Control", "Records", "Adjustments", "Consent To Jurisdiction", "No Conflicts", "Use Of Proceeds", "Non-Disparagement", "Benefits", "Participations", "Disclosures", "Survival", "Publicity", "Headings", "Interests", "Amendments", "Assignments", "Assigns", "Severability", "Capitalization", "Enforceability", "Binding Effects", "Closings", "Litigations", "Jurisdictions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Employment Period, the Company shall pay to the Executive an annual base salary (the \u201cBase Salary\u201d ), which initially shall be at the rate per year as set forth in Schedule 1 . The Base Salary shall be payable semi-monthly or in such other installments as shall be consistent with the Company\u2019s payroll procedures. The Base Salary may be increased at any time or from time to time, but it may not be decreased without the consent of the Executive.", "references": ["Interpretations", "General", "Agreements", "Existence", "Jurisdictions", "Waivers", "Defined Terms", "No Conflicts", "Powers", "No Waivers", "Submission To Jurisdiction", "Effective Dates", "Adjustments", "Severability", "Counterparts", "Miscellaneous", "Authorizations", "Non-Disparagement", "Definitions", "Interests", "Participations", "Integration", "Confidentiality", "Expenses", "Binding Effects", "Liens", "Titles", "Sales", "Specific Performance", "No Defaults", "Base Salary"], "gold": ["Base Salary"]}
+{"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, and maintain policies and procedures designed to promote and achieve compliance with such laws.", "references": ["Modifications", "Financial Statements", "Survival", "Consents", "Books", "Disclosures", "Warranties", "Agreements", "Sanctions", "Integration", "Existence", "Authorizations", "Base Salary", "Governing Laws", "Authority", "Erisa", "Notices", "Subsidiaries", "Amendments", "Benefits", "Insurances", "Venues", "Indemnity", "Compliance With Laws", "Employment", "Enforceability", "Publicity", "Vacations", "Submission To Jurisdiction", "Successors", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.", "references": ["Disclosures", "Applicable Laws", "Representations", "Solvency", "Sales", "No Waivers", "Effectiveness", "Withholdings", "Taxes", "Assigns", "No Defaults", "Governing Laws", "Authorizations", "Enforceability", "Sanctions", "Qualifications", "Insurances", "Modifications", "General", "Death", "Further Assurances", "Costs", "Powers", "Notices", "Remedies", "Duties", "Consent To Jurisdiction", "Non-Disparagement", "Effective Dates", "Payments", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing has not been consummated on or before September 30, 2018; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Warranties", "Authorizations", "Existence", "Headings", "Binding Effects", "Records", "Intellectual Property", "Liens", "Enforcements", "Forfeitures", "Positions", "Further Assurances", "Compliance With Laws", "Integration", "Interpretations", "Organizations", "Benefits", "Capitalization", "Death", "Erisa", "Amendments", "Interests", "Survival", "Authority", "Arbitration", "Successors", "Indemnity", "Insurances", "Titles", "Defined Terms", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a) . Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder as set forth in the Exchange Agreement or as appearing on the books of the Company, or such other facsimile number or address as the Holder may specify for such purposes by notice to the Company delivered in accordance with this Section 7(a) . Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.", "references": ["Defined Terms", "Venues", "Disability", "Change In Control", "Sales", "Counterparts", "Transactions With Affiliates", "Representations", "Sanctions", "Authorizations", "Waivers", "Governing Laws", "Duties", "Jurisdictions", "Books", "Brokers", "Tax Withholdings", "Confidentiality", "Effectiveness", "Interpretations", "Anti-Corruption Laws", "Expenses", "Base Salary", "Powers", "Vacations", "Employment", "General", "Fees", "Authority", "No Waivers", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement and the Award evidenced hereby are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the PSUs hereunder subject to all terms and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, then the Plan shall govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.", "references": ["Forfeitures", "Payments", "Terminations", "Representations", "Venues", "General", "Sanctions", "Qualifications", "Consent To Jurisdiction", "Change In Control", "Assigns", "Liens", "Enforceability", "Records", "Authority", "Tax Withholdings", "Duties", "Warranties", "Disclosures", "Enforcements", "Positions", "Existence", "Organizations", "Defined Terms", "Notices", "Adjustments", "Remedies", "Survival", "Approvals", "Governing Laws", "Construction"], "gold": ["Construction"]}
+{"input": "Any notice or other communication required or permitted under this Agreement shall be in writing, signed by the party giving such notice and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy or by registered or certified mail (return receipt requested, with postage prepaid), to the respective parties at the addresses noted in the LLC Agreement.", "references": ["Participations", "No Defaults", "Authority", "Definitions", "Anti-Corruption Laws", "Powers", "Counterparts", "Enforcements", "Defined Terms", "Modifications", "General", "Severability", "Tax Withholdings", "Integration", "Consent To Jurisdiction", "Employment", "Subsidiaries", "Adjustments", "Fees", "Positions", "Transactions With Affiliates", "Specific Performance", "Representations", "Further Assurances", "Base Salary", "Remedies", "Liens", "Disability", "Cooperation", "Costs", "Notices"], "gold": ["Notices"]}
+{"input": "Each Credit Party and each Restricted Subsidiary thereof has duly filed or caused to be filed all federal and state income Tax returns and all other material federal, state, provincial, territorial, local and other Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state income Taxes and all other material federal, state, local and other Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Restricted Subsidiary). Such returns accurately reflect in all material respects all liability for all applicable Taxes of the related Credit Party or Restricted Subsidiary thereof for the periods covered thereby. As of the Closing Date, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of the Tax liability of any Credit Party or any Restricted Subsidiary thereof other than those set forth on Schedule 8.6 . No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Restricted Subsidiary thereof with respect to unpaid Taxes which has not been discharged or resolved (other than (a)\u00a0any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b)\u00a0Permitted Liens). As of the Closing Date, the charges, accruals and reserves on the books of each Credit Party and each Restricted Subsidiary thereof in respect of federal, state, local and other Taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Restricted Subsidiary thereof and ended prior to the Closing Date are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional Taxes or assessments for any of such years.", "references": ["Intellectual Property", "Erisa", "Employment", "Successors", "Base Salary", "Integration", "Costs", "Waiver Of Jury Trials", "Existence", "General", "Subsidiaries", "Severability", "Further Assurances", "Consent To Jurisdiction", "Transactions With Affiliates", "Interests", "Organizations", "Brokers", "Notices", "Indemnifications", "No Conflicts", "Survival", "Capitalization", "Closings", "Counterparts", "Modifications", "Fees", "Expenses", "Liens", "Warranties", "Payments"], "gold": ["Payments"]}
+{"input": "No authorization, approval, or consent of, and no filing or registration with, any Governmental Authority or third party is or will be necessary for the execution, delivery or performance by Borrower of this Agreement and the other Loan Documents to which Borrower is or may become a party or the validity or enforceability thereof, except (i) such as have been obtained or made and are in full force and effect and (ii) the filing of any required documents with the SEC after the Closing Date.", "references": ["Representations", "Arbitration", "No Defaults", "Modifications", "General", "Integration", "Subsidiaries", "Disclosures", "No Conflicts", "Titles", "Qualifications", "Brokers", "Jurisdictions", "Effective Dates", "Capitalization", "Forfeitures", "Interpretations", "Definitions", "Tax Withholdings", "Releases", "Consent To Jurisdiction", "Successors", "Financial Statements", "Confidentiality", "Counterparts", "Indemnity", "Terms", "Specific Performance", "Participations", "Employment", "Approvals"], "gold": ["Approvals"]}
+{"input": "The section headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.", "references": ["Non-Disparagement", "Indemnifications", "Survival", "Positions", "Organizations", "Tax Withholdings", "Assigns", "Binding Effects", "Cooperation", "No Defaults", "Severability", "Erisa", "Brokers", "Governing Laws", "Releases", "Enforceability", "Benefits", "Solvency", "Titles", "Subsidiaries", "Vacations", "Litigations", "Insurances", "Existence", "Submission To Jurisdiction", "Interests", "Interpretations", "Modifications", "Anti-Corruption Laws", "No Waivers", "Headings"], "gold": ["Headings"]}
+{"input": "This Lease may be executed in counterparts, each of which shall be deemed an original and together shall constitute one instrument. The execution of this Lease may be effected by facsimile or portable document format (\u201c.pdf\u201d) signatures, all of which shall be treated as originals. Landlord and Tenant each intend to be bound by its respective facsimile or .pdf transmitted signature, and each is aware that the other party will rely thereon, and each party waives any defenses to the enforcement of this Lease based solely on the fact that this Lease was delivered by facsimile or .pdf transmission. If the parties execute and deliver facsimile or .pdf transmission, the parties may thereafter deliver original signatures; provided, however, that the failure of either (or both) party(ies) to so deliver its/their original signatures shall in no event invalidate the mutual execution and delivery of such facsimile or .pdf signatures.", "references": ["Payments", "Integration", "Fees", "Enforceability", "Publicity", "No Conflicts", "Entire Agreements", "Closings", "Base Salary", "Indemnity", "Use Of Proceeds", "Subsidiaries", "Enforcements", "Waiver Of Jury Trials", "Powers", "Forfeitures", "No Defaults", "Capitalization", "Specific Performance", "Consent To Jurisdiction", "Approvals", "Cooperation", "Participations", "General", "Terminations", "Disclosures", "Sanctions", "Representations", "Jurisdictions", "Qualifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as otherwise provided in the Plan or herein, this Agreement shall be construed and enforced according to the laws of the State of North Carolina, without regard to the conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States.", "references": ["Anti-Corruption Laws", "Confidentiality", "Death", "Modifications", "Qualifications", "General", "Organizations", "Binding Effects", "No Defaults", "Benefits", "Sanctions", "Fees", "Successors", "Effectiveness", "Representations", "Terminations", "Assigns", "Financial Statements", "Intellectual Property", "Costs", "Vesting", "Specific Performance", "Brokers", "Adjustments", "Capitalization", "Jurisdictions", "Authority", "Expenses", "Defined Terms", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Maker hereby consents to the jurisdic tion of any state or federal court located in the County of New York, State of New York, and, to the extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to any action instituted in any such court and agrees that process in any such action will be sufficient if served on the Maker by certified mail, return receipt requested or in any manner provided by law. Notwithstanding the foregoing, the holder of this Note shall have the right to bring any action or proceeding against the Maker or Maker \u2019 s property in the courts of any other jurisdiction such holder deems necessary or appropriate in order to enforce the obligations of the Maker under this Note. 10.\u00a0\u00a0\u00a0 Choice of Law . \u00a0This Note shall be deemed to have been made and delivered in the State of New York and the rights and obligations of the Holder and the Maker under this Note shall be determined in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof other than mandatory provisions of law.", "references": ["Taxes", "Specific Performance", "Assigns", "Governing Laws", "Non-Disparagement", "Qualifications", "Effectiveness", "Erisa", "No Conflicts", "Liens", "Indemnifications", "Tax Withholdings", "No Defaults", "Brokers", "Sanctions", "Adjustments", "Books", "Compliance With Laws", "Submission To Jurisdiction", "No Waivers", "Indemnity", "Interpretations", "Terms", "Defined Terms", "Organizations", "General", "Positions", "Financial Statements", "Survival", "Construction", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "Seller shall hold Purchaser harmless from any and all claims arising out of or related to (i) actions taken by Seller in her capacity as a shareholder of the Company prior to the payment of the good faith deposit, or (ii) any lawsuits against the Corporation arising during the period of time prior to the payment of the good faith deposit; (iii) any requests, audits or comment letters issued by the Securities and Exchange Commission related to the period of time prior to receipt of the good faith deposit.", "references": ["Subsidiaries", "Definitions", "Taxes", "Notices", "Withholdings", "Capitalization", "Publicity", "Effectiveness", "Consent To Jurisdiction", "Integration", "Liens", "Survival", "Sales", "Expenses", "Costs", "Interpretations", "Construction", "Severability", "Vesting", "Binding Effects", "No Conflicts", "Modifications", "Employment", "Benefits", "Disability", "Disclosures", "Authority", "Use Of Proceeds", "General", "Representations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege; nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. \u00a0No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.", "references": ["Costs", "Transactions With Affiliates", "Closings", "Effectiveness", "Governing Laws", "Remedies", "Vacations", "Existence", "Binding Effects", "Litigations", "Warranties", "Specific Performance", "Compliance With Laws", "Defined Terms", "Employment", "Brokers", "Amendments", "Applicable Laws", "Consents", "Counterparts", "Enforcements", "Agreements", "Titles", "Vesting", "Arbitration", "Expenses", "Successors", "Books", "Further Assurances", "Interests", "Waivers"], "gold": ["Waivers"]}
+{"input": "The proceeds of the Term Loans and the Revolving Loans, if any, made on the Closing Date shall be applied by Company to repay the obligations under the Existing Credit Agreement, for general working capital purposes of the Loan Parties and to pay fees and expenses related to this Agreement.\u00a0 The proceeds of the Revolving Loans, and Letters of Credit made after the Closing Date shall be applied by Company for working capital and general corporate purposes of Company and its Restricted Subsidiaries, including Permitted Acquisitions.\u00a0 No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.", "references": ["Survival", "Assigns", "Non-Disparagement", "Counterparts", "No Waivers", "Costs", "Definitions", "Effective Dates", "Fees", "Payments", "General", "Disability", "Indemnity", "Anti-Corruption Laws", "Submission To Jurisdiction", "Solvency", "Forfeitures", "Financial Statements", "Titles", "Miscellaneous", "Sanctions", "Construction", "Liens", "No Conflicts", "Transactions With Affiliates", "Waivers", "Records", "Successors", "Terms", "Qualifications", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Company and its Significant Subsidiaries have good and marketable title to all property (whether real or personal) described in the SEC Documents as being owned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests, other encumbrances or defects, except those that are not reasonably likely to result in a Material Adverse Effect. The property held under lease by the Company and its Significant Subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as are not material or do not interfere in any material respect with the conduct of the business of the Company and its subsidiaries.", "references": ["Insurances", "Governing Laws", "Use Of Proceeds", "Consents", "Adjustments", "Positions", "Tax Withholdings", "Remedies", "Solvency", "Terminations", "Construction", "Effective Dates", "Further Assurances", "Vesting", "Jurisdictions", "Publicity", "Disclosures", "Sales", "Powers", "General", "Enforceability", "Erisa", "Books", "Binding Effects", "No Defaults", "Liens", "Successors", "Approvals", "Duties", "Miscellaneous", "Titles"], "gold": ["Titles"]}
+{"input": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each Party to this Agreement and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Signatures delivered by electronic methods shall have the same effect as signatures delivered in person.", "references": ["Positions", "No Conflicts", "Closings", "Adjustments", "Forfeitures", "Notices", "Titles", "Insurances", "Representations", "Tax Withholdings", "Definitions", "Financial Statements", "Waiver Of Jury Trials", "Authority", "Amendments", "Modifications", "Survival", "Further Assurances", "Sanctions", "Disability", "Applicable Laws", "Severability", "Successors", "Expenses", "Integration", "Interests", "Existence", "Warranties", "No Waivers", "Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as set forth on Schedule 7.5 , no Credit Party is required to obtain any consent, authorization, approval, order, license, franchise, permit, certificate or accreditation of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or authority or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof (other than filings required by the Security Documents). All consents, authorizations, approvals, orders, licenses, franchises, permits, certificates or accreditations of, filings and registrations set forth on Schedule 7.5 have been obtained or effected on or prior to the Fourth Restatement Closing Date.", "references": ["Records", "Further Assurances", "Transactions With Affiliates", "Consent To Jurisdiction", "Vesting", "Representations", "Submission To Jurisdiction", "Approvals", "Definitions", "Effective Dates", "Remedies", "Releases", "Miscellaneous", "Closings", "Fees", "Sales", "Change In Control", "Withholdings", "Indemnifications", "Capitalization", "Adjustments", "Liens", "General", "Counterparts", "Venues", "Litigations", "Entire Agreements", "Employment", "Enforcements", "Participations", "Consents"], "gold": ["Consents"]}
+{"input": "This Amendment may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.", "references": ["Waivers", "Terms", "Taxes", "Releases", "No Defaults", "Change In Control", "Headings", "Specific Performance", "Sales", "Existence", "Capitalization", "Expenses", "Sanctions", "Modifications", "Tax Withholdings", "Terminations", "Non-Disparagement", "Construction", "Survival", "Vesting", "Duties", "No Waivers", "Disclosures", "Interpretations", "Governing Laws", "Authorizations", "Intellectual Property", "Subsidiaries", "Participations", "Approvals", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If Landlord initiates judicial proceedings or if this Lease is terminated by Landlord pursuant to this Article XVI , Tenant waives, to the extent permitted by applicable law, (i)\u00a0any right of redemption, re-entry or repossession or similar laws for the benefit of Tenant; and (ii)\u00a0the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt.", "references": ["Disability", "Titles", "Enforcements", "Confidentiality", "Specific Performance", "Counterparts", "Definitions", "Tax Withholdings", "Interpretations", "Binding Effects", "Defined Terms", "Disclosures", "No Conflicts", "Adjustments", "Anti-Corruption Laws", "Financial Statements", "Headings", "Taxes", "Sales", "Compliance With Laws", "Agreements", "Warranties", "Insurances", "Vacations", "Terms", "Brokers", "Survival", "Assignments", "Subsidiaries", "Venues", "Waivers"], "gold": ["Waivers"]}
+{"input": "Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and each other First Lien Claimholder represented by it, each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and each other Second Lien Claimholder represented by it, and the Company and each other Grantor, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as any First Lien Representative and First Lien Collateral Agent or any Second Lien Representative and Second Lien Collateral Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.", "references": ["Sanctions", "Submission To Jurisdiction", "Integration", "Warranties", "Base Salary", "Disability", "Duties", "Approvals", "Enforcements", "Indemnifications", "Defined Terms", "Withholdings", "Counterparts", "Compliance With Laws", "Survival", "General", "Anti-Corruption Laws", "Subsidiaries", "Powers", "Disclosures", "Binding Effects", "Interpretations", "Litigations", "Organizations", "Records", "Expenses", "Governing Laws", "Enforceability", "Participations", "Existence", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Executive\u2019s employment will terminate at the end of the Term or earlier as provided in this Article.", "references": ["Interests", "Consents", "Transactions With Affiliates", "Powers", "Brokers", "Liens", "Sales", "Headings", "Terms", "Costs", "Severability", "No Waivers", "Benefits", "Cooperation", "Death", "Sanctions", "Change In Control", "Defined Terms", "Vesting", "Duties", "Enforcements", "Waiver Of Jury Trials", "Records", "General", "Specific Performance", "Miscellaneous", "Vacations", "Modifications", "Integration", "Governing Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "As of the Second Amendment Effective Date and after giving effect to this Second Amendment, no event has occurred and is continuing that constitutes a Default or Event of Default.", "references": ["Interpretations", "Vesting", "Successors", "Survival", "Taxes", "Waiver Of Jury Trials", "Closings", "Indemnity", "Enforceability", "Disclosures", "Enforcements", "Withholdings", "Counterparts", "Adjustments", "Waivers", "Warranties", "Headings", "Change In Control", "Erisa", "Transactions With Affiliates", "Arbitration", "Employment", "Disability", "Death", "Agreements", "Liens", "Notices", "Tax Withholdings", "Construction", "Financial Statements", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement shall be deemed to have been negotiated and prepared jointly by JELD-WEN and Consultant. Any ambiguity or uncertainty existing herein shall not be interpreted or construed against any party.", "references": ["Confidentiality", "Litigations", "General", "Headings", "Use Of Proceeds", "Agreements", "Duties", "Entire Agreements", "Costs", "Adjustments", "Benefits", "Erisa", "No Defaults", "Enforcements", "Change In Control", "Releases", "Consents", "Books", "Terms", "Withholdings", "Disclosures", "Vacations", "Insurances", "Tax Withholdings", "Anti-Corruption Laws", "Counterparts", "Intellectual Property", "Survival", "Authority", "Waivers", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "T HIS S ECOND W AIVER A MENDMENT AND ANY CLAIM , CONTROVERSY , DISPUTE OR CAUSE OF ACTION ( WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPON , ARISING OUT OF OR RELATING TO THIS S ECOND W AIVER A MENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAW OF THE S TATE OF N EW Y ORK .", "references": ["Defined Terms", "Non-Disparagement", "Submission To Jurisdiction", "Closings", "Organizations", "Remedies", "Arbitration", "Miscellaneous", "Change In Control", "Brokers", "Further Assurances", "Successors", "Severability", "Amendments", "Jurisdictions", "Applicable Laws", "Waivers", "Solvency", "Duties", "Liens", "Expenses", "Insurances", "Construction", "Assigns", "Subsidiaries", "Modifications", "Publicity", "Representations", "Interpretations", "Consent To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No provision of the Separation Agreement or any Ancillary Agreement shall be deemed to release any individual for any violation of the Lilly non-competition guidelines or any agreement or policy pertaining to confidential or proprietary information of any member of the Lilly Group, or otherwise relieve any individual of his or her obligations under such non-competition guidelines, agreement or policy.", "references": ["Jurisdictions", "Effectiveness", "Closings", "General", "Terminations", "Interpretations", "Defined Terms", "Effective Dates", "Representations", "Adjustments", "Specific Performance", "Brokers", "Binding Effects", "Consent To Jurisdiction", "Waivers", "Costs", "Applicable Laws", "Withholdings", "Counterparts", "Litigations", "Books", "Participations", "Indemnifications", "Submission To Jurisdiction", "Sales", "Capitalization", "Headings", "Governing Laws", "Cooperation", "Miscellaneous", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "A PARS Award is a right to receive shares of Common Stock (which may include stock with certain restrictions attached) at a future time specified in the Award Notice (the \u201cPARS Award Term\u201d) if specified performance goals and/or service contingencies established from time to time by the Committee and set forth in the PARS Award are achieved.", "references": ["Survival", "Venues", "Payments", "Notices", "No Defaults", "Organizations", "Use Of Proceeds", "Submission To Jurisdiction", "Anti-Corruption Laws", "Governing Laws", "Forfeitures", "Interests", "Authority", "Insurances", "Terminations", "Sales", "Approvals", "Powers", "Disability", "Jurisdictions", "Liens", "Taxes", "Authorizations", "Change In Control", "Consents", "Duties", "Non-Disparagement", "Death", "Construction", "Interpretations", "Definitions"], "gold": ["Definitions"]}
+{"input": "Parent has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action of Parent, and no other corporate proceedings on the part of Parent are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Shareholder, this Agreement constitutes a valid and binding obligation of the Shareholder, enforceable against Parent in accordance with its terms (except to the extent that enforceability (a)\u00a0may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting or relating to creditors\u2019 rights generally (whether now or hereafter in effect) and (b)\u00a0is subject to general principles of equity).", "references": ["Survival", "No Defaults", "Miscellaneous", "Vacations", "Litigations", "Construction", "Adjustments", "Expenses", "Tax Withholdings", "Further Assurances", "Brokers", "Books", "Forfeitures", "Non-Disparagement", "Sales", "Base Salary", "Cooperation", "Anti-Corruption Laws", "Duties", "Counterparts", "Compliance With Laws", "Payments", "General", "Terms", "Qualifications", "Specific Performance", "Existence", "Waivers", "Records", "Applicable Laws", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Regardless of any action the Company and/or its Subsidiaries take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social contributions, payroll tax, payment on account or other tax-related withholding (\u201cTax-Related Items\u201d), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant\u2019s responsibility and that the Company and its Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, the subsequent sale of any shares of Common Stock acquired and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant\u2019s liability for Tax-Related Items.", "references": ["Benefits", "Solvency", "Terms", "Change In Control", "Arbitration", "Records", "Authority", "Assigns", "Books", "Use Of Proceeds", "Powers", "Insurances", "Publicity", "Consents", "Participations", "Adjustments", "Authorizations", "Notices", "Costs", "Death", "Representations", "Tax Withholdings", "Anti-Corruption Laws", "Organizations", "Amendments", "Waivers", "Non-Disparagement", "Positions", "Base Salary", "Vacations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Client agrees to pay Fiserv: (i) fees for Deliverables as specified in the Exhibits, and (ii) out-of-pocket and other additional charges pursuant to Section 2(c), and (iii) Taxes as defined in this Section 2(d).", "references": ["Organizations", "Qualifications", "Agreements", "Vesting", "Further Assurances", "Non-Disparagement", "Taxes", "Entire Agreements", "Construction", "Releases", "Costs", "Solvency", "Terminations", "Jurisdictions", "Notices", "Disclosures", "Payments", "Publicity", "Existence", "Benefits", "Severability", "Brokers", "Consent To Jurisdiction", "Erisa", "Integration", "Assignments", "Authority", "Duties", "Subsidiaries", "Titles", "General"], "gold": ["General"]}
+{"input": "In exercising its rights under this Agreement, Licensee agrees that the business operated by it in connection with the Licensed Marks shall comply with all Laws and requirements of any Governmental Entity in the Territory or elsewhere as may be applicable to the operation of its businesses and shall notify Licensor of any action that must be taken to comply with such Laws or requirements. Licensee shall promptly provide Licensor with copies of all communications with any Governmental Entity relating to the Licensed Marks or the Licensed Services.", "references": ["Venues", "Vacations", "Amendments", "Authority", "Litigations", "Survival", "Payments", "Expenses", "Arbitration", "Effective Dates", "Further Assurances", "Vesting", "Miscellaneous", "Definitions", "No Defaults", "Closings", "Brokers", "Indemnifications", "Specific Performance", "Disclosures", "Forfeitures", "Titles", "Jurisdictions", "Powers", "Successors", "General", "Submission To Jurisdiction", "Representations", "Cooperation", "Adjustments", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each of the Credit Parties and their Subsidiaries and, to the knowledge of each Credit Party and its Subsidiaries, each of their respective directors, officers, employees and Affiliates (excluding for this purpose any portfolio company of any Equity Investor), is in compliance with Anti-Corruption Laws. None of the Credit Parties or their respective Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or any of its Subsidiaries or to any other Person, in violation of any Anti-Corruption Law . No part of the proceeds of any Loans, Letters of Credit, other credit extension or other transaction contemplated by this Agreement or any other Loan Document will violate Anti-Corruption Laws .", "references": ["Consents", "Disability", "Amendments", "Compliance With Laws", "Withholdings", "Books", "Severability", "Arbitration", "Binding Effects", "Warranties", "Transactions With Affiliates", "Financial Statements", "Waivers", "Survival", "Governing Laws", "Powers", "Remedies", "Interests", "Tax Withholdings", "Publicity", "Assigns", "Organizations", "Releases", "Effectiveness", "No Defaults", "Cooperation", "Titles", "Jurisdictions", "Specific Performance", "Death", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Each Party expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms and against each of the other parties hereto.", "references": ["Tax Withholdings", "Qualifications", "Authority", "Representations", "Specific Performance", "Liens", "Litigations", "Base Salary", "Expenses", "Modifications", "Benefits", "Payments", "Solvency", "Confidentiality", "No Conflicts", "Construction", "Adjustments", "Books", "Financial Statements", "Change In Control", "Publicity", "Fees", "Vacations", "Disability", "Use Of Proceeds", "Positions", "Assigns", "Employment", "Withholdings", "Jurisdictions", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "No\u00a0waiver \u00a0by\u00a0Rigel\u00a0of\u00a0any\u00a0breach\u00a0of\u00a0this\u00a0Agreement \u00a0shall\u00a0be\u00a0a\u00a0waiver\u00a0of\u00a0any\u00a0preceding \u00a0or \u00a0succeeding \u00a0breach. No waiver \u00a0by Rigel \u00a0of \u00a0any right \u00a0under \u00a0this Agreement shall \u00a0be \u00a0construed \u00a0as \u00a0a \u00a0waiver\u00a0of\u00a0any\u00a0other\u00a0right. Rigel\u00a0shall\u00a0not\u00a0be\u00a0required\u00a0to\u00a0give\u00a0notice\u00a0to \u00a0enforce\u00a0strict\u00a0adherence\u00a0to\u00a0all\u00a0terms\u00a0of\u00a0this\u00a0Agreement.", "references": ["Approvals", "Remedies", "Authorizations", "Brokers", "Assigns", "Representations", "Benefits", "General", "Terminations", "Vesting", "Duties", "Notices", "Litigations", "Insurances", "Payments", "Warranties", "Disclosures", "Intellectual Property", "Entire Agreements", "Amendments", "Employment", "Forfeitures", "Integration", "No Defaults", "Terms", "Solvency", "Effective Dates", "Jurisdictions", "Compliance With Laws", "Effectiveness", "Waivers"], "gold": ["Waivers"]}
+{"input": "From time to time, at the Company\u2019s request and without further consideration, the Participant shall execute and deliver such additional documents and take all such further action as reasonably requested by the Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of the Plan and the Participant\u2019s Participation Agreement, Release and Restrictive Covenants Agreement, and to provide adequate assurance of the Participant\u2019s due performance thereunder.", "references": ["Brokers", "Assignments", "Successors", "Arbitration", "Counterparts", "Entire Agreements", "No Conflicts", "Death", "Closings", "Enforceability", "Expenses", "Non-Disparagement", "Participations", "Confidentiality", "Waiver Of Jury Trials", "Vesting", "Miscellaneous", "Interpretations", "No Waivers", "Litigations", "Forfeitures", "Sanctions", "Employment", "Authorizations", "Waivers", "Agreements", "Applicable Laws", "Indemnity", "Consents", "Sales", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U) in violation or Regulations U. No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or to refund Indebtedness originally incurred for such purpose, or for any other purpose, in each case in violation of the provisions of the regulations of the Board of Governors of the Federal Reserve System. Margin stock does not, and will not, constitute, more than 25% of the value of the consolidated assets of the Borrower and its Subsidiaries.", "references": ["Submission To Jurisdiction", "Venues", "Expenses", "Severability", "No Defaults", "Counterparts", "Subsidiaries", "Defined Terms", "Notices", "Integration", "Transactions With Affiliates", "Sales", "General", "Titles", "Benefits", "Vacations", "Survival", "Approvals", "Employment", "No Waivers", "Solvency", "Further Assurances", "Cooperation", "Authorizations", "Arbitration", "Assignments", "Forfeitures", "Applicable Laws", "Binding Effects", "Agreements", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "All notices and other communications provided for hereunder shall be sent in the manner provided for in Section\u00a09.9 of the Credit Agreement, in writing and hand delivered with written receipt, telecopied, sent by facsimile, sent by a nationally recognized overnight courier, or sent by certified mail, return receipt requested, if to a Guarantor, at its address for notices specified in Schedule II to the Security Agreement, and if to the Administrative Agent, the Issuing Lenders or any Lender, at its address specified in or pursuant to the Credit Agreement. All such notices and communications shall be effective when delivered.", "references": ["Positions", "Employment", "Severability", "Death", "No Waivers", "Authorizations", "Enforcements", "Solvency", "Warranties", "Successors", "Disclosures", "Authority", "Existence", "Adjustments", "Organizations", "Cooperation", "Anti-Corruption Laws", "Effective Dates", "Further Assurances", "Defined Terms", "Tax Withholdings", "Transactions With Affiliates", "Consent To Jurisdiction", "Withholdings", "Waivers", "Confidentiality", "Sales", "Headings", "Arbitration", "Construction", "Notices"], "gold": ["Notices"]}
+{"input": "All capitalized terms used herein (including the recitals hereto) will have the respective meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The foregoing recitals, together with all exhibits attached hereto, are incorporated by this reference and made a part of this Agreement. Unless otherwise provided herein, all section and exhibit references herein are to the corresponding sections and exhibits of this Agreement.", "references": ["Counterparts", "Terminations", "Definitions", "Sanctions", "Enforcements", "No Conflicts", "Tax Withholdings", "Venues", "Positions", "Disclosures", "Headings", "Assignments", "Enforceability", "Expenses", "Agreements", "Assigns", "Use Of Proceeds", "Governing Laws", "Duties", "Specific Performance", "Confidentiality", "Interests", "Effective Dates", "Cooperation", "Liens", "Titles", "Consents", "Sales", "Disability", "No Defaults", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from each Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.\u00a0\u00a0In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph\u00a0(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason.\u00a0\u00a0Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Existence", "Cooperation", "Change In Control", "Waivers", "Capitalization", "Enforcements", "Headings", "Taxes", "Submission To Jurisdiction", "Books", "Qualifications", "Authority", "Vesting", "Anti-Corruption Laws", "Compliance With Laws", "Assignments", "Confidentiality", "Representations", "Transactions With Affiliates", "Adjustments", "Payments", "Binding Effects", "Employment", "Sales", "Severability", "Entire Agreements", "Expenses", "Disclosures", "Waiver Of Jury Trials", "Powers", "Participations"], "gold": ["Participations"]}
+{"input": "Section 19(b) is hereby amended by deleting the word \u201cminimum\u201d in each instance that it appears in such section, including in the subsections thereunder.", "references": ["Indemnifications", "Adjustments", "Publicity", "Modifications", "Withholdings", "Amendments", "Non-Disparagement", "Assignments", "Enforcements", "Brokers", "Definitions", "Notices", "Governing Laws", "Effectiveness", "Disclosures", "Miscellaneous", "Change In Control", "Expenses", "Financial Statements", "Vacations", "Records", "Erisa", "Further Assurances", "Forfeitures", "Warranties", "Interests", "Sales", "Interpretations", "Releases", "Cooperation", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Borrower will keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with Generally Accepted Accounting Principles.", "references": ["No Waivers", "Liens", "Applicable Laws", "Confidentiality", "Waivers", "Vesting", "Erisa", "Counterparts", "Vacations", "Tax Withholdings", "Consent To Jurisdiction", "Base Salary", "Taxes", "Employment", "Litigations", "Effectiveness", "Participations", "No Defaults", "Waiver Of Jury Trials", "Jurisdictions", "Benefits", "Brokers", "Insurances", "Authorizations", "Headings", "Titles", "Costs", "Interests", "Sanctions", "Definitions", "Records"], "gold": ["Records"]}
+{"input": "Except as otherwise permitted under Section 6.3 or Section 6.4 , each Loan Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person's valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses.", "references": ["Enforcements", "Expenses", "Subsidiaries", "Benefits", "Cooperation", "Sales", "Qualifications", "Records", "Modifications", "Duties", "Specific Performance", "Assignments", "Entire Agreements", "Consent To Jurisdiction", "Solvency", "Remedies", "Effectiveness", "Headings", "Positions", "Disclosures", "Vacations", "Organizations", "Successors", "Anti-Corruption Laws", "No Defaults", "Notices", "Adjustments", "Consents", "Indemnifications", "Approvals", "Existence"], "gold": ["Existence"]}
+{"input": "All Options granted to you shall vest as provided in Section 1.2.", "references": ["Duties", "Waiver Of Jury Trials", "Adjustments", "Litigations", "Authorizations", "Consent To Jurisdiction", "Authority", "Participations", "Effective Dates", "Capitalization", "Employment", "Cooperation", "Benefits", "Indemnifications", "Assignments", "Approvals", "General", "Sales", "Assigns", "Intellectual Property", "Consents", "Expenses", "Fees", "Enforceability", "Notices", "Erisa", "Solvency", "Definitions", "Further Assurances", "Releases", "Vesting"], "gold": ["Vesting"]}
+{"input": "SECTION 4.3. . The execution, delivery, and performance by each of AXE, Anixter, and each Subsidiary of Anixter of each Related Transactions Documents to which it is party and each of the transactions contemplated thereby, do not and will not (a)\u00a0except for any filings to perfect the security interests granted pursuant to the Loan Documents, require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) conflict with or violate such Person\u2019s Organization Documents, (c)\u00a0except as set forth on Schedule\u00a04.03 , conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of any such Person, or require termination of any Contractual Obligation of any such Person, in each case, which could reasonably be expected to have a Material Adverse Effect, (d)\u00a0conflict with any Contractual Obligation of any such Person, any liability resulting from which has resulted in or could be reasonably expected to result in a Material Adverse Effect, (e)\u00a0result in or require the creation or imposition of any Lien on any asset of any such Person, except Liens permitted by Section 7.02 or (f)\u00a0require any approval of stockholders of any such Person, unless such approval has been obtained.", "references": ["Binding Effects", "Capitalization", "Adjustments", "Governing Laws", "Indemnifications", "Arbitration", "Disability", "Assigns", "Survival", "Authorizations", "Headings", "Fees", "Sanctions", "Interests", "Consents", "Indemnity", "Sales", "Employment", "Existence", "Liens", "Assignments", "Intellectual Property", "Participations", "Agreements", "Enforceability", "Authority", "Effectiveness", "Applicable Laws", "No Defaults", "Defined Terms", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Except as set forth on Schedule\u00a013.(a)(iii) , no consent, waiver, approval or authorization is required from any person (that has not already been obtained) in connection with the execution and delivery of this Agreement by Seller or the performance by Seller of the transactions contemplated hereby.", "references": ["Capitalization", "No Defaults", "Governing Laws", "Brokers", "Terms", "Agreements", "Compliance With Laws", "Publicity", "Litigations", "Interests", "Transactions With Affiliates", "Remedies", "Construction", "Organizations", "Indemnity", "Employment", "Modifications", "Benefits", "Interpretations", "Approvals", "Non-Disparagement", "Successors", "Representations", "Sales", "Effectiveness", "Participations", "Powers", "Use Of Proceeds", "Cooperation", "Entire Agreements", "Consents"], "gold": ["Consents"]}
+{"input": "This Assignment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.", "references": ["Sales", "Cooperation", "Severability", "Amendments", "Construction", "Venues", "Withholdings", "Adjustments", "Benefits", "Use Of Proceeds", "Positions", "Effectiveness", "Payments", "Powers", "Integration", "Remedies", "Warranties", "Capitalization", "Terminations", "Jurisdictions", "Closings", "Subsidiaries", "Vacations", "Fees", "Specific Performance", "Anti-Corruption Laws", "Approvals", "Further Assurances", "Compliance With Laws", "Waivers", "Successors"], "gold": ["Successors"]}
+{"input": "Such purchase shall be expressly made without representation or warranty of any kind by the relevant Senior Secured Parties and without recourse of any kind, and the applicable Junior Secured Parties shall assume all obligations of such Senior Secured Parties under the relevant Senior Documents and indemnify such Senior Secured Parties for any breach thereof, all in accordance with assignment documentation in form and substance acceptable to the respective Representative of the relevant Senior Secured Parties, except that Senior Secured Parties shall represent and warrant that such Senior Secured Parties own the Senior Obligations free and clear of any Liens or encumbrances created by it.", "references": ["Vesting", "Releases", "Interests", "Entire Agreements", "Definitions", "Brokers", "Liens", "No Conflicts", "Assignments", "Subsidiaries", "Change In Control", "Positions", "Arbitration", "Defined Terms", "Indemnity", "Consent To Jurisdiction", "Publicity", "Organizations", "Consents", "Amendments", "Effective Dates", "Qualifications", "Assigns", "Non-Disparagement", "Withholdings", "Existence", "Duties", "Modifications", "Litigations", "Powers", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of MRSUs or the lapse of restrictions on MRSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on MRSUs not to lapse.", "references": ["Compliance With Laws", "Defined Terms", "Waivers", "Closings", "Remedies", "Vesting", "Headings", "Enforcements", "Jurisdictions", "Confidentiality", "Interests", "Effective Dates", "Fees", "Base Salary", "Positions", "Submission To Jurisdiction", "Disclosures", "Benefits", "Financial Statements", "Enforceability", "Effectiveness", "Integration", "Forfeitures", "No Waivers", "Insurances", "Payments", "Arbitration", "Publicity", "Venues", "Severability", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Except as otherwise provided in Section 3(b), [Insert percent or number of awards ] of the Options shall vest and become exercisable \u00a0 on each of the first [ \u00a0 \u00a0 ] \u00a0 [ ( \u00a0 \u00a0 ) ] anniversaries of the Date of Grant , subject to the Participant\u2019s continued Service throu gh each applicable vesting date .", "references": ["Vacations", "Miscellaneous", "Qualifications", "Authority", "No Defaults", "Taxes", "Definitions", "Death", "Warranties", "Costs", "Consent To Jurisdiction", "Interests", "Survival", "Base Salary", "Entire Agreements", "Financial Statements", "Publicity", "Severability", "Non-Disparagement", "Terms", "Releases", "Enforcements", "Litigations", "Disability", "Insurances", "Defined Terms", "Participations", "Confidentiality", "Cooperation", "Submission To Jurisdiction", "General"], "gold": ["General"]}
+{"input": "Company shall and shall cause any of its Subsidiaries to promptly pay and discharge all taxes, assessments and other governmental charges imposed upon Company or any Subsidiary or upon the income, profits, or Property or other assets of Company or any Subsidiary and all claims for labor, material or supplies which, if unpaid, might by law become a lien or charge upon the property of Company or any Subsidiary. Notwithstanding the foregoing, none of Company or any other Subsidiary shall be required to pay any such tax, assessment, charge or claim, so long as the validity thereof shall be contested in good faith by appropriate proceedings, and appropriate reserves therefor shall be maintained on the books of Company and such other Subsidiary.", "references": ["Miscellaneous", "Remedies", "Transactions With Affiliates", "Interpretations", "Positions", "Anti-Corruption Laws", "Benefits", "Definitions", "Capitalization", "Submission To Jurisdiction", "Fees", "Binding Effects", "Indemnity", "Records", "Agreements", "Construction", "Defined Terms", "Use Of Proceeds", "Cooperation", "No Conflicts", "Approvals", "Non-Disparagement", "Books", "Jurisdictions", "Publicity", "Waivers", "Sales", "Payments", "Subsidiaries", "Authority", "Taxes"], "gold": ["Taxes"]}
+{"input": "Borrower and each Restricted Subsidiary has all necessary corporate or other organizational power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to consummate the transactions herein contemplated; the execution, delivery and performance by Borrower and each Restricted Subsidiary of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary corporate, partnership or other organizational action on its part; and this Agreement has been duly and validly executed and delivered by each Credit Party and constitutes its legal, valid and binding obligation, enforceable against each Credit Party in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors\u2019 rights and remedies and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).", "references": ["Intellectual Property", "Duties", "Consent To Jurisdiction", "Jurisdictions", "Terminations", "Insurances", "Terms", "Modifications", "Submission To Jurisdiction", "Venues", "Amendments", "Authorizations", "Use Of Proceeds", "Publicity", "Effective Dates", "Applicable Laws", "Successors", "Waiver Of Jury Trials", "Transactions With Affiliates", "Costs", "Closings", "Integration", "Powers", "Consents", "Survival", "No Conflicts", "Withholdings", "Governing Laws", "Payments", "Entire Agreements", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "CureDM is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is entitled to carry on its business as and in the places where such business is now conducted. CureDM is qualified to do business as a foreign corporation in each jurisdiction, if any, in which the failure to be so qualified would have a Material Adverse Effect on CureDM (as defined in Section 2.2(d) below). CureDM does not have any subsidiaries. CureDM has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name \u201cCureDM\u201d. Schedule 2.1 sets forth (a) the names of the members of the board of directors of CureDM (the \u201c Board of Directors of CureDM \u201d and (b) the names of the members of each committee of the Board of Directors of CureDM. CureDM has provided to BTHE true, correct and complete copies of: (i) the certificate of formation and the Amended and Restated Limited Liability Operating Agreement of CureDM dated March 19, 2010 each as in effect on the date of this Agreement, and such copies reflect all amendments made thereto at any time prior to the date of this Agreement (the \u201c CureDM Organizational Documents \u201d), (ii) the register of members of CureDM, and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the CureDM Members, the Board of Directors of CureDM and all committees of the Board of Directors of CureDM (the documents referred to in clauses (i), (ii) and (iii), collectively, the \u201c CureDM Constitutional Documents \u201d). There have been no formal meetings or other proceedings of the members of CureDM, the Board of Directors of CureDM or any committee of the Board of Directors of CureDM that are not reflected in the CureDM Constitutional Documents. There has not been any material violation of the CureDM Constitutional Documents, and CureDM has not taken any action that is inconsistent with the CureDM Constitutional Documents. CureDM is not in any material default under or in violation of any provision of its Organizational Documents. The books and records of CureDM are up to date, true, correct and complete in all material respects. To CureDM\u2019s knowledge, all the records of CureDM have been maintained materially in accordance with applicable laws and are in the actual possession and direct control of CureDM and no written notice that any of them is materially incorrect has been received by CureDM.", "references": ["Benefits", "Entire Agreements", "Non-Disparagement", "Litigations", "Headings", "Titles", "No Conflicts", "Confidentiality", "Employment", "Disability", "Indemnifications", "Terminations", "Agreements", "Governing Laws", "Solvency", "Applicable Laws", "Definitions", "Forfeitures", "Waivers", "No Waivers", "Publicity", "No Defaults", "Remedies", "Disclosures", "Effective Dates", "Jurisdictions", "Submission To Jurisdiction", "Sanctions", "Withholdings", "Further Assurances", "Organizations"], "gold": ["Organizations"]}
+{"input": "The parties further declare and represent that no promise, inducement, or agreement not herein expressed or referred to has been made to the other party. Except as otherwise specifically provided in this Agreement, this instrument, together with the Employment Agreement, constitutes the entire agreement between Employee and the Company and supersedes all prior agreements and understandings, written or oral, with respect to the subject matter hereof. This Agreement may not be changed unless the change is in writing and signed by Employee and an authorized representative of the Company. Parole evidence will be inadmissible to show agreement by and between the parties to any term or condition contrary to or in addition to the terms and conditions contained in this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which together constitute one and the same agreement, whether delivered in person, by mail, by e-mail or by facsimile.", "references": ["Waiver Of Jury Trials", "Transactions With Affiliates", "Specific Performance", "Qualifications", "Brokers", "Enforceability", "Titles", "Positions", "Payments", "Confidentiality", "Consents", "Warranties", "Effectiveness", "Cooperation", "Subsidiaries", "Releases", "Disclosures", "Use Of Proceeds", "Headings", "Submission To Jurisdiction", "Sanctions", "Publicity", "Authorizations", "Tax Withholdings", "Binding Effects", "Indemnity", "Indemnifications", "Interests", "Adjustments", "Benefits", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Executive represents and warrants that the performance by Executive of Executive\u2019s duties hereunder will not violate, conflict with, or result in a breach of any provision of any agreement to which Executive is a party, including any obligations to refrain from competition, solicitation of customers or employees, or to refrain from use of confidential information. In the Executive\u2019s work for the Employer, the Executive will be expected to abide by all such contractual commitments and not to make any unauthorized disclosure or use, and the Executive will not disclose or make use, of any information in violation of any agreements with or rights of his prior employer or any other party.", "references": ["Definitions", "Effectiveness", "Headings", "Releases", "Sanctions", "Integration", "Death", "Tax Withholdings", "Binding Effects", "Closings", "Successors", "Indemnifications", "Benefits", "Solvency", "Approvals", "Assignments", "Counterparts", "Taxes", "Waivers", "Terms", "Sales", "Severability", "Use Of Proceeds", "Participations", "Defined Terms", "Liens", "Vacations", "Employment", "Enforceability", "Adjustments", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "EACH OF BORROWER AND STATE FARM HEREBY COVENANTS AND AGREES THAT, IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, IT SHALL NOT ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY AND HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST.\u00a0\u00a0THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY, BY BORROWER AND STATE FARM, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE.\u00a0\u00a0EACH OF BORROWER AND STATE FARM IS HEREBY AUTHORIZED AND REQUESTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF THE FOREGOING WAIVER OF THE RIGHT TO JURY TRIAL.\u00a0\u00a0FURTHER, BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF STATE FARM, INCLUDING STATE FARM'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO ANY OF THE UNDERSIGNED THAT STATE FARM WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT OF JURY TRIAL PROVISION.", "references": ["Intellectual Property", "Publicity", "Employment", "Construction", "Notices", "Sales", "Enforcements", "No Defaults", "Approvals", "No Conflicts", "Transactions With Affiliates", "Capitalization", "Counterparts", "Miscellaneous", "Tax Withholdings", "Interpretations", "Expenses", "Enforceability", "Books", "Waivers", "Cooperation", "Compliance With Laws", "Warranties", "Change In Control", "Costs", "Powers", "Titles", "Closings", "Severability", "Anti-Corruption Laws", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "In consideration of the payments made under this Agreement, Contractor hereby acknowledges and agrees that, as a contractor providing Services during the term of this Agreement, Contractor\u2019s relationship with EFRI is one of high trust and confidence and that Contractor has access to and will make use of a variety of proprietary information of EFRI and its affiliates, including information relating to EFRI\u2019s and its affiliates\u2019 business and affairs, including without limitation, its assets, profits, profit margins, revenues, costs of production, transportation costs, marketing and sales costs, budgets, business plans, regulatory compliance status, legal actions, software programs, manuals, guides, customer lists, client proposals, technical, geological and engineering data, maps, reports and analyses, process and mining technology, and other confidential documents and communications within or concerning EFRI and its affiliates and predecessors and previous owners and operators of EFRI\u2019s assets which are not freely available to outsiders (herein collectively called \u201c Proprietary Information \u201d).", "references": ["Agreements", "Interpretations", "Sales", "Terms", "No Waivers", "No Conflicts", "Participations", "Consent To Jurisdiction", "Litigations", "Specific Performance", "No Defaults", "Assigns", "Erisa", "Counterparts", "Modifications", "Interests", "Representations", "Sanctions", "Waivers", "Compliance With Laws", "Successors", "Construction", "Severability", "Authority", "Effective Dates", "Positions", "Effectiveness", "Powers", "Integration", "Withholdings", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Each Loan Party has all requisite power and authority to execute and deliver the Loan Documents to which it is a party and to perform all its respective Obligations thereunder and the Loan Documents to which such Loan Party is a party constitute the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors\u2019 rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.\u00a0 The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) are within such Loan Party\u2019s corporate or company powers, as applicable, (b) have been duly authorized by all necessary corporate or company action, as applicable, (c) are not in contravention of the terms of such Loan Party\u2019s Organizational Documents or to the conduct of such Loan Party\u2019s business or of any Material Contract or undertaking to which such Loan Party is a party or by which such Loan Party is bound, (d) will not conflict with or violate any law or regulation in any material respect, or any judgment, order or decree of any Governmental Body, (e)\u00a0will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except (1) such as have been obtained or made and are in full force and effect, (2) filings necessary to perfect Liens created by the Loan Documents, and (3) other approvals, consents, authorizations or other actions by, or notices to, or filings the failure to obtain or perform which would not adversely affect the Liens created under the Security Documents and could not reasonably be expected to result in a Material Adverse Effect and (f) will not conflict with, nor result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party under the provisions of any agreement, instrument, or other document to which such Loan Party is a party or by which it or its property is a party or by which it may be bound.", "references": ["Expenses", "Effectiveness", "Approvals", "Indemnifications", "Modifications", "Disability", "Authorizations", "Consents", "Publicity", "Specific Performance", "Construction", "Taxes", "Agreements", "Fees", "Forfeitures", "Change In Control", "Withholdings", "Remedies", "Anti-Corruption Laws", "Adjustments", "Brokers", "Terms", "Capitalization", "Submission To Jurisdiction", "Erisa", "Severability", "Effective Dates", "Sanctions", "Records", "Litigations", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and cannot be amended or supplemented except by a written agreement signed by all parties.", "references": ["Consent To Jurisdiction", "Capitalization", "Positions", "Successors", "Specific Performance", "Organizations", "Governing Laws", "Enforceability", "Defined Terms", "Indemnity", "Integration", "Publicity", "Venues", "Applicable Laws", "Disclosures", "Submission To Jurisdiction", "Withholdings", "Compliance With Laws", "Authorizations", "Non-Disparagement", "Remedies", "Adjustments", "Effectiveness", "Headings", "Brokers", "Consents", "Sanctions", "Severability", "Enforcements", "Survival", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Guaranty shall be binding on, and shall inure to the benefit of, the Guarantor, each Guaranteed Party and their respective successors and permitted assigns; provided that the Guarantor may not assign or transfer its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent. Without limiting the generality of the foregoing, each Guaranteed Party may assign, sell participations in or otherwise transfer its rights under the Facility Documents in accordance with the terms thereof to any other person or entity, and the other person or entity shall then become vested with all the rights granted to the Guaranteed Parties in this Guaranty or otherwise.", "references": ["Duties", "Taxes", "Effective Dates", "Vacations", "Positions", "Adjustments", "Effectiveness", "Terms", "Headings", "Enforceability", "Waiver Of Jury Trials", "Publicity", "Participations", "Compliance With Laws", "Tax Withholdings", "Enforcements", "Construction", "Notices", "Titles", "Severability", "Terminations", "Agreements", "Warranties", "Change In Control", "Erisa", "Forfeitures", "Indemnity", "Specific Performance", "Financial Statements", "Intellectual Property", "Assignments"], "gold": ["Assignments"]}
+{"input": "Payments . If a limitation on Prohibited Payments under (b) above applied to the plan as of an Applicable Measurement Date, but that limit no longer applies as of a later Applicable Measurement Date, the limitation on Prohibited Payments does not apply to benefits with Annuity Starting Dates that are on or after that later Applicable Measurement Date. Notwithstanding any other provision of this plan to the contrary, the Administrator may determine, on a uniform and nondiscriminatory basis, to provide a Participant who had an Annuity Starting Date within a period during which a limitation under (b) above applied to the plan with the opportunity to have a new Annuity Starting Date (which would constitute a new Annuity Starting Date under Code Sections 415 and 417) under which the form of benefit payment previously elected may be modified once the limitations cease to apply.", "references": ["Applicable Laws", "Integration", "Releases", "Closings", "Arbitration", "Indemnity", "Terms", "Base Salary", "No Conflicts", "Insurances", "Enforceability", "Miscellaneous", "Amendments", "Binding Effects", "Effective Dates", "General", "Submission To Jurisdiction", "Entire Agreements", "Solvency", "Sanctions", "Effectiveness", "Existence", "Representations", "Agreements", "Notices", "Specific Performance", "Erisa", "Disclosures", "Financial Statements", "Books", "Benefits"], "gold": ["Benefits"]}
+{"input": "Subject to the provisions of Section\u00a05.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it was granted.", "references": ["Tax Withholdings", "Integration", "Waivers", "Agreements", "Consent To Jurisdiction", "Cooperation", "Applicable Laws", "Expenses", "Non-Disparagement", "Use Of Proceeds", "Death", "Jurisdictions", "No Defaults", "Withholdings", "Counterparts", "Approvals", "Severability", "Releases", "Terminations", "Authority", "Warranties", "Venues", "Qualifications", "Definitions", "Survival", "Powers", "Notices", "Specific Performance", "No Conflicts", "Insurances", "Terms"], "gold": ["Terms"]}
+{"input": "The Borrower will not request any Borrowing, and the Borrower shall not use, and shall ensure each Credit Party and its or their respective director, officers, employees and agents shall not use, the proceeds of any Borrowing (a)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws; (b)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of Sanctions; or (c)\u00a0in any manner that would result in the violation of any Sanctions.", "references": ["Titles", "Publicity", "Approvals", "Positions", "Enforcements", "General", "No Waivers", "Records", "Arbitration", "Costs", "Enforceability", "Definitions", "Closings", "Employment", "Effective Dates", "Insurances", "Integration", "Existence", "Financial Statements", "Indemnity", "Applicable Laws", "Brokers", "Authority", "Litigations", "Adjustments", "Defined Terms", "Terminations", "Authorizations", "Participations", "Disability", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Each party\u2019s obligations under this Section 4.09 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.", "references": ["Solvency", "Construction", "Remedies", "Expenses", "Vesting", "Arbitration", "Cooperation", "Jurisdictions", "Disability", "Agreements", "Waiver Of Jury Trials", "Waivers", "Applicable Laws", "Liens", "Change In Control", "Indemnity", "Tax Withholdings", "Use Of Proceeds", "Capitalization", "Payments", "Non-Disparagement", "Assignments", "Erisa", "Publicity", "Approvals", "Anti-Corruption Laws", "Records", "Powers", "Benefits", "Positions", "Survival"], "gold": ["Survival"]}
+{"input": "If a Part B Participant becomes Disabled prior to his/her Separation from Service, the vested Supplemental Retirement Benefit of such Part B Participant shall be distributed on the first day of the month next following the time he/she becomes Disabled if he/she has attained age fifty (50) at the time he/she becomes Disabled. The vested Supplemental Retirement Benefit of such Part B Participant shall be distributed on the first day of the month next following such Part B Participant attaining the age of fifty (50) if he/she becomes Disabled prior to attaining that age. The vested Supplemental Retirement Benefit shall be paid in the form of payment elected by the Part B Participant in accordance with Section 3.5 (subject to the provisions of Section B. and J. of section 3.5). A Part B Participant shall be entitled to make a Subsequent Election with respect to the distribution of a vested Supplemental Retirement Benefit in accordance with and subject to the provisions of Section 3.2, above.", "references": ["Qualifications", "Survival", "Successors", "Use Of Proceeds", "Releases", "Counterparts", "Books", "Capitalization", "Sales", "Remedies", "Withholdings", "Effectiveness", "General", "Further Assurances", "Severability", "Representations", "Authorizations", "No Conflicts", "Compliance With Laws", "Warranties", "Amendments", "Change In Control", "Benefits", "Notices", "Adjustments", "Waiver Of Jury Trials", "Liens", "Records", "Venues", "Costs", "Disability"], "gold": ["Disability"]}
+{"input": "During the Employment Term, the Executive shall be entitled to (i) a vehicle allowance in the amount of Twelve Thousand Five Hundred Dollars ($12,500) per year, and (ii) benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company.", "references": ["Base Salary", "Liens", "Use Of Proceeds", "Severability", "Litigations", "Sanctions", "Headings", "Authority", "Change In Control", "Payments", "Non-Disparagement", "Interests", "Withholdings", "Specific Performance", "Effectiveness", "Arbitration", "Releases", "Capitalization", "Terminations", "Interpretations", "Insurances", "Counterparts", "Notices", "Books", "No Conflicts", "Brokers", "Enforcements", "Miscellaneous", "Warranties", "Indemnity", "Benefits"], "gold": ["Benefits"]}
+{"input": "GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.", "references": ["Subsidiaries", "No Conflicts", "Brokers", "Waivers", "Disability", "Powers", "Authority", "Terms", "Non-Disparagement", "Titles", "Anti-Corruption Laws", "Effectiveness", "Tax Withholdings", "Interpretations", "Effective Dates", "Financial Statements", "Erisa", "Solvency", "Representations", "Successors", "Entire Agreements", "Sanctions", "Organizations", "Integration", "Approvals", "Jurisdictions", "Insurances", "Closings", "Indemnifications", "Employment", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "During the term of Executive\u2019s employment under this Agreement, Executive shall be entitled to participate in any benefit plans (excluding any severance or bonus plans unless specifically referenced in this Agreement) offered by the Company as in effect from time to time (collectively, \u201c Benefit Plans \u201d), on the same basis as that generally made available to other senior executives of the Company, to the extent Executive may be eligible to do so under the terms of any such Benefit Plan. Executive understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its discretion.", "references": ["Liens", "Forfeitures", "Approvals", "Effective Dates", "Successors", "Indemnity", "Publicity", "Enforcements", "No Defaults", "Fees", "Base Salary", "Capitalization", "No Waivers", "Intellectual Property", "Litigations", "Change In Control", "No Conflicts", "Terms", "Withholdings", "Expenses", "Miscellaneous", "Arbitration", "Positions", "Warranties", "Participations", "Disclosures", "Consents", "Binding Effects", "Integration", "Organizations", "Benefits"], "gold": ["Benefits"]}
+{"input": "Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property or assets of the Company is subject, except (i)\u00a0such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions of the organizational or governing documents of the Company, or (y)\u00a0in any material violation of the provisions of any statute or any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority or other government body having jurisdiction over the Company, except where such violation would not have a Material Adverse Effect.", "references": ["Warranties", "Taxes", "Non-Disparagement", "Base Salary", "Use Of Proceeds", "Representations", "Indemnifications", "Books", "Intellectual Property", "Applicable Laws", "Enforceability", "Financial Statements", "Arbitration", "Binding Effects", "Expenses", "Interests", "Miscellaneous", "Capitalization", "Enforcements", "Jurisdictions", "Authority", "Vesting", "No Defaults", "Death", "Construction", "Remedies", "Transactions With Affiliates", "Fees", "Severability", "Indemnity", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The term of Executive\u2019s employment hereunder by the Company will commence on October 1, 2018, or such earlier date mutually selected by the parties (the \u201c Effective Date \u201d) and will continue through and including October 1, 2023 (the \u201c Employment Period \u201d).", "references": ["Approvals", "Publicity", "Liens", "Representations", "Entire Agreements", "Expenses", "Organizations", "Applicable Laws", "Venues", "Notices", "Financial Statements", "Participations", "Insurances", "Compliance With Laws", "Payments", "Jurisdictions", "Titles", "Books", "Existence", "Consent To Jurisdiction", "Duties", "Successors", "Miscellaneous", "Indemnifications", "Specific Performance", "Disability", "Non-Disparagement", "Transactions With Affiliates", "Headings", "Use Of Proceeds", "Terms"], "gold": ["Terms"]}
+{"input": "No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.", "references": ["Positions", "Interests", "Benefits", "Notices", "Consent To Jurisdiction", "Assigns", "Sanctions", "Warranties", "Binding Effects", "Withholdings", "Non-Disparagement", "Submission To Jurisdiction", "Erisa", "Enforceability", "Anti-Corruption Laws", "Enforcements", "Cooperation", "Amendments", "Jurisdictions", "Remedies", "Governing Laws", "Miscellaneous", "Costs", "No Conflicts", "Subsidiaries", "Releases", "Compliance With Laws", "Applicable Laws", "Financial Statements", "Definitions", "Brokers"], "gold": ["Brokers"]}
+{"input": "No failure to exercise, and no delay in exercising, on the part of Buyer, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.\u00a0 The rights of Buyer hereunder shall be in addition to all other rights provided by law.\u00a0 No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved.\u00a0 No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand (except to the extent such a notice or demand is required by the terms hereof).", "references": ["Applicable Laws", "Taxes", "Consent To Jurisdiction", "Participations", "Litigations", "Sales", "Insurances", "Vacations", "Counterparts", "Use Of Proceeds", "Subsidiaries", "Effectiveness", "Authority", "Compliance With Laws", "Expenses", "Death", "Publicity", "Integration", "Powers", "General", "Arbitration", "Costs", "Fees", "Duties", "Entire Agreements", "Solvency", "Definitions", "Brokers", "Severability", "Confidentiality", "Waivers"], "gold": ["Waivers"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or any Credit Party or any Credit Party\u2019s Affiliates or Subsidiaries or any Disqualified Institution on the most recent list of Disqualified Institutions made available to the Lenders at the request of the Parent Borrower prior to the date of such assignment) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.", "references": ["Sanctions", "Releases", "Headings", "Warranties", "Tax Withholdings", "Remedies", "Expenses", "Subsidiaries", "Consent To Jurisdiction", "Disability", "Organizations", "Waivers", "Survival", "Vesting", "Effectiveness", "Applicable Laws", "Terminations", "Publicity", "Successors", "Arbitration", "Use Of Proceeds", "Death", "Existence", "Submission To Jurisdiction", "Positions", "Construction", "Fees", "Records", "Confidentiality", "Miscellaneous", "Participations"], "gold": ["Participations"]}
+{"input": "Advisor acknowledges and agrees that Company may publicly disclose that Advisor is a member of Company's Advisory Board and may use biographical information in documentation prepared by the Company, in consultation with Advisor,\u00a0 as it relates to your being a member of the AB.", "references": ["Modifications", "Enforceability", "Interpretations", "Benefits", "Employment", "Titles", "Compliance With Laws", "Applicable Laws", "Vacations", "Further Assurances", "Sanctions", "Use Of Proceeds", "Representations", "Participations", "Litigations", "Severability", "Submission To Jurisdiction", "Remedies", "Publicity", "Solvency", "Miscellaneous", "Payments", "Financial Statements", "Subsidiaries", "Enforcements", "Approvals", "Change In Control", "Warranties", "General", "Anti-Corruption Laws", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $275,000 in principal amount of the Debentures (corresponding to an aggregate Subscription Amount of up to $250,000).\u00a0 Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser's Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.\u00a0 Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at such\u00a0 location as the parties shall mutually agree.", "references": ["Employment", "Forfeitures", "Titles", "Change In Control", "Anti-Corruption Laws", "Indemnity", "No Defaults", "Withholdings", "Expenses", "Headings", "Notices", "No Waivers", "Consent To Jurisdiction", "Intellectual Property", "Capitalization", "Arbitration", "Submission To Jurisdiction", "Waivers", "Non-Disparagement", "Use Of Proceeds", "Positions", "Benefits", "Duties", "Indemnifications", "Organizations", "Death", "Further Assurances", "Payments", "Books", "Records", "Closings"], "gold": ["Closings"]}
+{"input": "Borrower shall not establish any pension plan for employees which would cause Borrower to be subject to ERISA. However, the foregoing shall not prohibit Borrower from being a party to any collective bargaining agreement for its employees which provides for Pension Plan contributions.", "references": ["Titles", "Effective Dates", "Existence", "Organizations", "Financial Statements", "Indemnity", "No Defaults", "Authority", "Enforceability", "Applicable Laws", "Successors", "Terminations", "Publicity", "Brokers", "Disclosures", "Payments", "Subsidiaries", "Indemnifications", "Qualifications", "Fees", "Records", "Approvals", "Further Assurances", "Effectiveness", "Notices", "Forfeitures", "Powers", "Change In Control", "Cooperation", "Capitalization", "Erisa"], "gold": ["Erisa"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state\u2019s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally (a) consents to submit to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States of America located in the Southern District of New York for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby or thereby in the Transaction Documents, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth above shall be effective service of process for any action, suit or proceeding brought against the parties in any such court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated herby or thereby in the Transaction Documents in any such New York State court or in any such Federal court and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN THE TRANSACTION DOCUMENTS. FURTHERMORE, EACH PARTY WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.", "references": ["Records", "Notices", "Insurances", "Warranties", "Counterparts", "Indemnifications", "Powers", "Transactions With Affiliates", "Change In Control", "Confidentiality", "No Waivers", "Vesting", "Benefits", "Brokers", "Organizations", "Definitions", "Venues", "Litigations", "No Defaults", "Tax Withholdings", "Further Assurances", "Closings", "Amendments", "Survival", "General", "Terminations", "Indemnity", "Consents", "Vacations", "Terms", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "All fees required to be paid on the Closing Date pursuant to the fee letter (the \u201c Fee Letter \u201d) previously agreed in writing between the Administrative Agent, J.P. Morgan Chase Bank, N.A., and the Borrower and reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), shall, upon the initial Borrowings hereunder, have been, or will be substantially simultaneously, paid.", "references": ["Governing Laws", "Tax Withholdings", "Warranties", "Non-Disparagement", "Authority", "Binding Effects", "Consent To Jurisdiction", "Participations", "Integration", "Compliance With Laws", "Severability", "Adjustments", "Erisa", "Arbitration", "Subsidiaries", "Liens", "Intellectual Property", "Insurances", "Sales", "Waiver Of Jury Trials", "Existence", "Use Of Proceeds", "Definitions", "Interests", "Powers", "Applicable Laws", "Vacations", "Benefits", "Change In Control", "General", "Fees"], "gold": ["Fees"]}
+{"input": "EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.", "references": ["Titles", "Records", "Effective Dates", "Anti-Corruption Laws", "Adjustments", "Governing Laws", "Change In Control", "Representations", "Taxes", "Confidentiality", "Publicity", "Remedies", "Disability", "Intellectual Property", "Assignments", "Counterparts", "Tax Withholdings", "Litigations", "Non-Disparagement", "Positions", "Sanctions", "Authority", "Binding Effects", "Applicable Laws", "Closings", "Qualifications", "Participations", "Duties", "Enforcements", "Headings", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with Cedar Fair LP and the Administrative Agent.", "references": ["No Defaults", "Existence", "Base Salary", "Amendments", "Notices", "Participations", "Transactions With Affiliates", "Miscellaneous", "Integration", "Expenses", "Solvency", "Venues", "Indemnifications", "Warranties", "Vesting", "Erisa", "Change In Control", "Tax Withholdings", "Terms", "Brokers", "General", "Specific Performance", "Enforcements", "Litigations", "Disclosures", "Enforceability", "Costs", "Withholdings", "Employment", "Effectiveness", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, including any prior written agreements of the Parties pertaining to the matters hereof.", "references": ["Disability", "No Defaults", "Anti-Corruption Laws", "Consents", "Adjustments", "Applicable Laws", "Arbitration", "Sales", "Severability", "Taxes", "Specific Performance", "Vesting", "Capitalization", "Enforcements", "Authorizations", "Definitions", "Indemnifications", "Modifications", "Construction", "Indemnity", "Erisa", "Miscellaneous", "Successors", "Binding Effects", "Vacations", "Terminations", "Employment", "Litigations", "Counterparts", "Closings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except to the extent otherwise expressly set forth in this Agreement, no Party may assign, transfer or encumber this Agreement, or its rights or obligations hereunder, in whole or in part, voluntarily or by operation of Law, without the prior written consent of the other Party, and any attempted assignment, transfer or encumbrance without such consent shall be void and without effect.", "references": ["Sales", "Defined Terms", "Brokers", "Employment", "Compliance With Laws", "Closings", "Releases", "Indemnifications", "Arbitration", "Interpretations", "Assigns", "Definitions", "Insurances", "Disclosures", "Counterparts", "Base Salary", "Entire Agreements", "Publicity", "Costs", "Existence", "Vacations", "Death", "Solvency", "Approvals", "Anti-Corruption Laws", "Governing Laws", "Further Assurances", "Liens", "Forfeitures", "Expenses", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the \u201c Intellectual Property Rights \u201d). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such occurrence could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Vacations", "Disclosures", "Brokers", "Organizations", "Survival", "Litigations", "Capitalization", "Sales", "Interests", "Effective Dates", "Integration", "Jurisdictions", "Authorizations", "Non-Disparagement", "Successors", "Consent To Jurisdiction", "No Conflicts", "Costs", "Modifications", "Employment", "Records", "Cooperation", "Defined Terms", "Governing Laws", "Change In Control", "Expenses", "General", "Representations", "Withholdings", "Use Of Proceeds", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "All news releases, publicity or advertising by Borrower or any of its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender (with respect to the Loan and the Securitization of the Loan only), the Affiliate of Lender that acts as the issuer with respect to a Securitization or any of their other Affiliates (in each case, with respect to the Loan and the Securitization of the Loan only) (a) shall be prohibited prior to the final Securitization of the Loan and (b) after the final Securitization of the Loan, shall be subject to the prior written approval of Lender. Lender shall have the right to publicly describe the Loan in general terms advertising and public communications of all kinds, including press releases, direct mail, newspapers, magazines, journals, e-mail, or internet advertising or communications. Notwithstanding the foregoing, Borrower\u2019s approval shall not be required for the publication by Lender of notice of the Loan and the Securitization of the Loan by means of a customary tombstone advertisement, which, for the avoidance of doubt, may include the amount of the Loan, the amount of securities sold, the number of Properties as of the Closing Date, the settlement date and the parties involved in the transactions contemplated hereby and the Securitization.", "references": ["Non-Disparagement", "Fees", "Releases", "Interpretations", "Taxes", "Qualifications", "Arbitration", "Counterparts", "Entire Agreements", "Amendments", "Defined Terms", "Representations", "Miscellaneous", "Liens", "Assignments", "No Defaults", "Tax Withholdings", "Construction", "Brokers", "Adjustments", "Approvals", "Solvency", "Sales", "Books", "Integration", "Litigations", "Disclosures", "Compliance With Laws", "Submission To Jurisdiction", "Expenses", "Publicity"], "gold": ["Publicity"]}
+{"input": "Each of the Agent, the Lenders and the Issuing Banks agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that such Person shall, to the extent permitted by law, use its commercially reasonable efforts to promptly inform the Borrower of such disclosure and to ensure that such Information is accorded confidential treatment; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i)\u00a0any rating agency in connection with rating the Borrower or its Subsidiaries or the Facilities or (ii)\u00a0the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities; (h) with the consent of the Borrower; (i) in syndication or other marketing materials relating to the Tranche B Loans, or (j) to the extent such Information (x)\u00a0becomes publicly available other than as a result of a breach of this Section, or (y)\u00a0becomes available to the Agent, any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.", "references": ["Tax Withholdings", "Titles", "Modifications", "Sanctions", "Jurisdictions", "Integration", "Records", "Submission To Jurisdiction", "Costs", "Erisa", "Expenses", "Arbitration", "Indemnifications", "Counterparts", "Survival", "Insurances", "Approvals", "No Defaults", "Cooperation", "Duties", "Litigations", "Compliance With Laws", "Books", "Binding Effects", "Financial Statements", "Consents", "Vacations", "Assignments", "Employment", "No Conflicts", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except in each case (i) where the failure to do so would not reasonably be expected to result in a Material Adverse Effect or (ii) as such action is not prohibited under Sections Section 6.03, 6.04 or 6.05.", "references": ["Taxes", "Enforcements", "Interests", "Capitalization", "Binding Effects", "Assignments", "Records", "Intellectual Property", "Authorizations", "Remedies", "No Waivers", "Effective Dates", "Subsidiaries", "Participations", "Further Assurances", "General", "Approvals", "Brokers", "Miscellaneous", "Vacations", "Authority", "Use Of Proceeds", "Compliance With Laws", "Fees", "Headings", "Forfeitures", "Applicable Laws", "Arbitration", "Survival", "Construction", "Existence"], "gold": ["Existence"]}
+{"input": "This Amendment has been duly executed and delivered by Arconic and this Amendment and the Credit Agreement constitute the legal, valid and binding obligations of Arconic, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors\u2019 rights or by general principles of equity limiting the availability of equitable remedies.", "references": ["Releases", "Indemnity", "Benefits", "Powers", "Solvency", "Financial Statements", "Participations", "Applicable Laws", "Arbitration", "Severability", "Cooperation", "Terms", "Change In Control", "Terminations", "Survival", "Headings", "Positions", "Duties", "Transactions With Affiliates", "Representations", "Miscellaneous", "Consents", "Integration", "Adjustments", "Successors", "Modifications", "Taxes", "Notices", "Waivers", "Non-Disparagement", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Indenture may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.", "references": ["Fees", "Duties", "Transactions With Affiliates", "Authorizations", "Confidentiality", "Assignments", "Death", "Construction", "Powers", "Employment", "Consents", "Forfeitures", "Titles", "Taxes", "Waivers", "Agreements", "No Conflicts", "Indemnity", "Representations", "Effective Dates", "Venues", "Benefits", "Specific Performance", "Non-Disparagement", "Governing Laws", "Arbitration", "Modifications", "Warranties", "Releases", "Anti-Corruption Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed in any number of counterparts (including via facsimile and electronic transmission), each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signature(s).", "references": ["Transactions With Affiliates", "Binding Effects", "Vacations", "Further Assurances", "Authorizations", "Organizations", "Terms", "Death", "Employment", "Taxes", "Existence", "Survival", "Positions", "Erisa", "Duties", "Definitions", "Applicable Laws", "Warranties", "Terminations", "Enforceability", "Adjustments", "Fees", "Qualifications", "Solvency", "Books", "Indemnity", "Use Of Proceeds", "Change In Control", "Non-Disparagement", "Defined Terms", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Guarantor hereby absolutely, unconditionally and irrevocably waives, to the fullest extent permitted by law, (i)\u00a0promptness, diligence, notice of acceptance and any other notice (other than notices expressly required by the terms of this Guaranty) with respect to this Guaranty, (ii)\u00a0presentment, demand of payment, protest, notice of dishonor or nonpayment and any other notice (other than notices expressly required by the terms of this Guaranty) with respect to the Guaranteed Obligations, (iii)\u00a0any requirement that any of the Guaranteed Parties protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Borrower or any other Person (including any other guarantor under the Basic Documents) or any Collateral, and (iv)\u00a0any other action, event or precondition (except as expressly set forth in this Guaranty) to the enforcement of this Guaranty or the performance by the Guarantor of the obligations hereunder.", "references": ["No Defaults", "Authority", "Costs", "Counterparts", "Change In Control", "Entire Agreements", "Applicable Laws", "Solvency", "Venues", "Waiver Of Jury Trials", "Amendments", "Terminations", "Defined Terms", "Transactions With Affiliates", "Employment", "Severability", "Organizations", "Remedies", "Erisa", "Agreements", "Taxes", "Enforceability", "Confidentiality", "Anti-Corruption Laws", "Powers", "Vacations", "Subsidiaries", "Titles", "Sales", "Miscellaneous", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Observer\u2019s obligations under this Agreement shall expire three (3) years after the Purchasers are no longer entitled to Board observer rights under the Rights Letter.", "references": ["Effectiveness", "Construction", "Vesting", "Financial Statements", "Publicity", "Releases", "Change In Control", "Remedies", "Closings", "Erisa", "Approvals", "Duties", "Organizations", "Benefits", "Payments", "Binding Effects", "Representations", "Compliance With Laws", "Sanctions", "Warranties", "Employment", "Miscellaneous", "Subsidiaries", "Brokers", "Qualifications", "Integration", "Amendments", "Litigations", "Records", "Participations", "Terms"], "gold": ["Terms"]}
+{"input": "Comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority, whether federal, state, local or foreign, in effect from time to time; and pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income, revenues or property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, could give rise to liens upon such properties or any portion thereof, except to the extent that payment of any of the foregoing is then being contested in good faith by appropriate legal proceedings and with respect to which adequate financial reserves have been established on the books and records of Borrower in accordance with generally accepted accounting principles.", "references": ["Interests", "Base Salary", "Powers", "Use Of Proceeds", "Defined Terms", "Books", "Assignments", "Further Assurances", "Remedies", "Submission To Jurisdiction", "Forfeitures", "Indemnity", "Headings", "Payments", "Survival", "Vesting", "Positions", "Counterparts", "Waiver Of Jury Trials", "Enforcements", "Severability", "Effectiveness", "No Defaults", "Consent To Jurisdiction", "Cooperation", "Adjustments", "Assigns", "Amendments", "Intellectual Property", "Venues", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The parties agree that this Agreement has been executed in the State of Minnesota and shall be governed in all respects by the laws of said state.", "references": ["Sanctions", "Subsidiaries", "Modifications", "Base Salary", "Integration", "No Conflicts", "Payments", "Survival", "Confidentiality", "Disclosures", "Entire Agreements", "Assigns", "Intellectual Property", "Vacations", "Authority", "Non-Disparagement", "Adjustments", "Brokers", "Arbitration", "Specific Performance", "Disability", "Agreements", "Taxes", "Qualifications", "Erisa", "Cooperation", "Financial Statements", "Applicable Laws", "Solvency", "No Defaults", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "To the knowledge of the Company, each material employee benefit plan, within the meaning of Section\u00a03(3) of the Employee Retirement Income Security Act of 1974, as amended (\u201c ERISA \u201d), that is maintained, administered or contributed to by the Company or any of its Affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the \u201c Code \u201d); no prohibited transaction, within the meaning of Section\u00a0406 of ERISA or Section\u00a04975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section\u00a0412 of the Code or Section\u00a0302 of ERISA, no \u201caccumulated funding deficiency\u201d as defined in Section\u00a0412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.", "references": ["Consents", "Survival", "Venues", "Existence", "No Conflicts", "Notices", "No Waivers", "Submission To Jurisdiction", "Arbitration", "Indemnity", "Interpretations", "Effectiveness", "Approvals", "Interests", "Publicity", "Amendments", "Binding Effects", "Effective Dates", "Authorizations", "Compliance With Laws", "Brokers", "Terminations", "Records", "Vesting", "Intellectual Property", "Titles", "Base Salary", "Terms", "Taxes", "Insurances", "Erisa"], "gold": ["Erisa"]}
+{"input": "(a)\u00a0All amounts to be paid by the Borrower or the Servicer to the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party hereunder shall be paid no later than noon (New York City time) on the day when due in same day funds to the account so designated from time to time by such Person.", "references": ["Existence", "Notices", "Effective Dates", "No Waivers", "Tax Withholdings", "Insurances", "Participations", "Vacations", "Modifications", "Base Salary", "Positions", "Taxes", "Waivers", "Agreements", "Survival", "Withholdings", "Counterparts", "Confidentiality", "Disability", "Publicity", "Death", "Waiver Of Jury Trials", "Employment", "Change In Control", "Representations", "Use Of Proceeds", "Financial Statements", "Transactions With Affiliates", "Arbitration", "Adjustments", "Payments"], "gold": ["Payments"]}
+{"input": "No payments to be made by Time Share Lessee under Section 6 of this Agreement include any Taxes which may be assessed or levied as a result of the lease of the various Aircraft to Time Share Lessee, or the use of the various Aircraft by Time Share Lessee, or the provision of a taxable transportation service to Time Share Lessee using the various Aircraft. Time Share Lessee shall be responsible for, shall indemnify and hold harmless Time Share Lessor against, and shall remit to Time Share Lessor all such Taxes together with each payment made pursuant to Section 7.", "references": ["Erisa", "Survival", "Publicity", "Organizations", "Successors", "Confidentiality", "Death", "Governing Laws", "Venues", "Entire Agreements", "Applicable Laws", "Intellectual Property", "Existence", "Terms", "Closings", "Miscellaneous", "Representations", "Warranties", "Waiver Of Jury Trials", "No Waivers", "Expenses", "Titles", "Authority", "Subsidiaries", "Releases", "Counterparts", "Waivers", "Insurances", "Notices", "Forfeitures", "Taxes"], "gold": ["Taxes"]}
+{"input": "No modification, amendment or waiver of any provision of this Agreement, nor consent to any departure by the Loan Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and the Loan Parties and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand upon the Loan Parties, or any of them in any case shall entitle the Loan Parties, or any of them, to any other or further notice or demand in the same or similar circumstances.", "references": ["Base Salary", "Titles", "Representations", "Financial Statements", "No Conflicts", "Consents", "Benefits", "Powers", "Assignments", "Warranties", "Interpretations", "Expenses", "Publicity", "General", "Cooperation", "Use Of Proceeds", "Adjustments", "Notices", "Counterparts", "Non-Disparagement", "Change In Control", "Construction", "Litigations", "Effectiveness", "Positions", "No Waivers", "Venues", "Costs", "Agreements", "Participations", "Modifications"], "gold": ["Modifications"]}
+{"input": "This Agreement may be terminated by any Purchaser or by the Company with respect to any Purchaser, as to such Purchaser\u2019s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing has not been consummated on or before October 31, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Titles", "Disclosures", "Submission To Jurisdiction", "Confidentiality", "Participations", "Use Of Proceeds", "Closings", "Effectiveness", "Releases", "Expenses", "Vacations", "Anti-Corruption Laws", "Indemnifications", "Consent To Jurisdiction", "Approvals", "Adjustments", "Successors", "Forfeitures", "Arbitration", "Amendments", "Transactions With Affiliates", "Vesting", "Authority", "Agreements", "Publicity", "Applicable Laws", "Non-Disparagement", "Capitalization", "Miscellaneous", "Jurisdictions", "Terminations"], "gold": ["Terminations"]}
+{"input": "In case one or more of the covenants, terms or provisions contained in this Contract will be held invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, terms and provisions contained herein will be in no way affected, prejudiced or disturbed and the remaining covenants, terms and provisions will remain in full force and effect.", "references": ["Defined Terms", "Representations", "Venues", "Sanctions", "Insurances", "Tax Withholdings", "Participations", "Remedies", "Entire Agreements", "Duties", "Jurisdictions", "Financial Statements", "Waiver Of Jury Trials", "Construction", "Titles", "Confidentiality", "Powers", "Transactions With Affiliates", "Non-Disparagement", "Closings", "Miscellaneous", "Amendments", "Benefits", "Expenses", "Liens", "Releases", "Assignments", "Arbitration", "Base Salary", "Authority", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery by facsimile by any of the parties hereto of an executed counterpart of this Agreement shall be as effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered.", "references": ["Effectiveness", "Fees", "Integration", "Indemnifications", "Costs", "Expenses", "Representations", "Applicable Laws", "Records", "Books", "General", "Effective Dates", "Intellectual Property", "Payments", "Consent To Jurisdiction", "Miscellaneous", "Duties", "Construction", "Venues", "Jurisdictions", "Qualifications", "Capitalization", "Definitions", "Waiver Of Jury Trials", "Modifications", "Waivers", "Consents", "Powers", "Benefits", "Tax Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Awards may be granted on the terms and conditions set forth in this Section\u00a06.\u00a0 In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant pursuant to the applicable Award agreement or thereafter (subject to Section\u00a09(c)), such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Committee shall determine.", "references": ["Change In Control", "Non-Disparagement", "Death", "Waivers", "Interpretations", "Waiver Of Jury Trials", "Warranties", "Consent To Jurisdiction", "Sanctions", "No Defaults", "Disclosures", "Indemnity", "Governing Laws", "Effectiveness", "Capitalization", "Terminations", "Specific Performance", "Publicity", "Definitions", "Notices", "Cooperation", "Brokers", "Representations", "Insurances", "Modifications", "Authorizations", "Litigations", "Adjustments", "Assigns", "Closings", "General"], "gold": ["General"]}
+{"input": "The Purchaser has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and under each other Transactional Agreement to which the Purchaser is a party; and the execution, delivery and performance by the Purchaser of this Agreement and of each other Transactional Agreement have been duly authorized by all necessary action on the part of the Purchaser and its board of directors. No vote of the Purchaser\u2019s stockholders is needed to approve the Transactions. This Agreement and each other Transactional Agreement to which the Purchaser is a party constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as they may be limited by: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Legal Requirements affecting the enforcement of creditors\u2019 rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies (whether considered at law or in equity).", "references": ["Arbitration", "Waiver Of Jury Trials", "Transactions With Affiliates", "Effectiveness", "Forfeitures", "Base Salary", "Definitions", "Positions", "Subsidiaries", "Assignments", "Books", "Terms", "Adjustments", "Confidentiality", "Enforceability", "Governing Laws", "Submission To Jurisdiction", "Releases", "Organizations", "Indemnity", "Specific Performance", "Successors", "Solvency", "Disclosures", "Closings", "Non-Disparagement", "Liens", "Consent To Jurisdiction", "Payments", "Duties", "Authority"], "gold": ["Authority"]}
+{"input": "At the Closing and in accordance with the Settlement Statement, the following payments shall be made by the applicable party.", "references": ["Amendments", "Authority", "Releases", "Terminations", "Disability", "Litigations", "Interpretations", "Construction", "Notices", "Organizations", "Subsidiaries", "Base Salary", "General", "Submission To Jurisdiction", "Participations", "Expenses", "Modifications", "Entire Agreements", "Waivers", "Positions", "Waiver Of Jury Trials", "Defined Terms", "Effectiveness", "Indemnifications", "Headings", "Powers", "Consents", "Sanctions", "Insurances", "Specific Performance", "Payments"], "gold": ["Payments"]}
+{"input": "The Company shall issue a press release disclosing the material terms of the transactions contemplated hereby (the \u201c Press Release \u201d) no later than 5:30 p.m., New York time, on the fourth Trading Day following the Closing Date. In addition, the Company shall file a Current Report on Form 8-K with the SEC describing the material terms of the Transaction Documents (and attach as exhibits thereto all existing Transaction Documents) on or before the fourth Trading Day following the Closing Date.\u00a0 The Company covenants that following such disclosure, the Investors shall no longer be in possession of any material, non-public information with respect to the Company or any Subsidiary.\u00a0 In addition, the Company will make such other filings and notices in the manner and time required by the SEC and the Trading Market on which the Common Stock is quoted. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC (other than the Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic filing requirements under the Exchange Act) or any regulatory agency or Trading Market, without the prior written consent of such Investor, except to the extent such disclosure is required by law or Trading Market regulations.", "references": ["Interpretations", "Approvals", "Anti-Corruption Laws", "Solvency", "Change In Control", "Authorizations", "Insurances", "Withholdings", "Positions", "Participations", "Forfeitures", "Liens", "Sales", "Payments", "General", "Existence", "Books", "Survival", "Disclosures", "Effectiveness", "Terminations", "Further Assurances", "Death", "Vesting", "Construction", "Notices", "Waivers", "Warranties", "Confidentiality", "Miscellaneous", "Publicity"], "gold": ["Publicity"]}
+{"input": "The Corporation is duly incorporated in Nevada and is validly existing in good standing under the laws of Nevada. The Corporation is not in violation of any of the provisions of its articles of incorporation, by-laws or other organizational or charter documents, each as may be amended (the \u201c Internal Documents \u201d). The Corporation has no subsidiaries other than AEC Southern Shenzhen and does not have an equity interest in any other firm, partnership, association or other entity. The Corporation is qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, liabilities, results of operations, condition (financial or otherwise), properties or prospects of the Corporation.", "references": ["No Conflicts", "Forfeitures", "Counterparts", "Remedies", "Severability", "Positions", "Consent To Jurisdiction", "Authorizations", "Agreements", "Change In Control", "Effective Dates", "Interests", "Subsidiaries", "Binding Effects", "Construction", "Interpretations", "Disability", "Applicable Laws", "Duties", "Intellectual Property", "Use Of Proceeds", "Modifications", "Compliance With Laws", "Further Assurances", "Fees", "Entire Agreements", "Venues", "Benefits", "Governing Laws", "Headings", "Organizations"], "gold": ["Organizations"]}
+{"input": "The Borrower will, and will cause each Loan Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions.", "references": ["Withholdings", "No Conflicts", "Participations", "Use Of Proceeds", "Intellectual Property", "Vacations", "No Defaults", "Jurisdictions", "Notices", "Further Assurances", "Books", "Specific Performance", "Successors", "Assigns", "Publicity", "Payments", "Consent To Jurisdiction", "Effectiveness", "Qualifications", "Authorizations", "Liens", "Applicable Laws", "Effective Dates", "Adjustments", "Insurances", "Organizations", "No Waivers", "Amendments", "Approvals", "Interpretations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the Transactions or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.", "references": ["Duties", "Employment", "Solvency", "Notices", "Forfeitures", "Terms", "Modifications", "Binding Effects", "No Waivers", "Benefits", "Books", "Vacations", "Taxes", "Counterparts", "Organizations", "Miscellaneous", "Interpretations", "Waivers", "Successors", "Tax Withholdings", "Interests", "Defined Terms", "Payments", "Insurances", "General", "Effectiveness", "Survival", "Indemnity", "Confidentiality", "Non-Disparagement", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Ditech shall, at its own expense, indicate in its books and records (including its computer records) that the Receivables in respect of a Designated Pool arising under each Designated Servicing Agreement and the related Transferred Assets have been sold, assigned, transferred and conveyed to the Depositor in accordance with this Agreement and are owned by the Issuer and pledged to the Indenture Trustee on behalf of the Noteholders. Ditech shall not alter the indication referenced in this paragraph with respect to any Receivable during the term of this Agreement (except in accordance with Section 9(b) ). If a third party, including a potential purchaser of a Receivable, should inquire as to the status of the Receivables, Ditech shall promptly indicate to such third party that the Receivables have been sold, assigned, transferred and conveyed and Ditech (except in accordance with Section 9(b) ) shall not claim any right, title or interest (including, but not limited to ownership interest) therein.", "references": ["Authorizations", "Indemnity", "Payments", "Notices", "Interests", "Insurances", "Forfeitures", "Defined Terms", "Disclosures", "Participations", "Terms", "Litigations", "Terminations", "Withholdings", "Employment", "Modifications", "Qualifications", "Titles", "Sales", "Intellectual Property", "Amendments", "Enforcements", "Consent To Jurisdiction", "Further Assurances", "Warranties", "Venues", "Subsidiaries", "Financial Statements", "Benefits", "Remedies", "Records"], "gold": ["Records"]}
+{"input": "All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. \u00a0Except as set forth on Section 3.1(a) of the Disclosure Schedule or as set forth in the SEC Reports, 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.", "references": ["Releases", "Fees", "Intellectual Property", "Litigations", "Vesting", "Compliance With Laws", "Applicable Laws", "Warranties", "Benefits", "Severability", "Effectiveness", "Duties", "Governing Laws", "Brokers", "Amendments", "Waiver Of Jury Trials", "Authorizations", "Definitions", "Taxes", "Headings", "Submission To Jurisdiction", "Disability", "Miscellaneous", "Representations", "Assigns", "Survival", "Defined Terms", "Liens", "Interpretations", "Employment", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement (including the exhibits hereto), the Notes and the Warrants constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.", "references": ["Anti-Corruption Laws", "Agreements", "Authorizations", "Benefits", "Notices", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Effective Dates", "Releases", "Records", "Authority", "Jurisdictions", "No Waivers", "Forfeitures", "Submission To Jurisdiction", "Sanctions", "Integration", "Litigations", "Enforcements", "General", "Modifications", "Tax Withholdings", "Liens", "Terminations", "Costs", "Existence", "Publicity", "Fees", "No Conflicts", "No Defaults", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The term of Executive\u2019s employment hereunder by the Company will commence on August\u00a020, 2018 or such earlier date mutually selected by the parties (the \u201c Effective Date \u201d) and will continue for three years thereafter (the \u201c Initial Period \u201d). Following the Initial Period, the term will automatically renew for one-year periods unless either party notifies the other party of nonrenewal at least 90 days prior to the end of the Initial Period or such one-year period (the Initial Period and any subsequent renewal periods, the \u201c Employment Period \u201d).", "references": ["Publicity", "Change In Control", "Payments", "Successors", "No Waivers", "Waiver Of Jury Trials", "Disclosures", "Capitalization", "Arbitration", "Severability", "Employment", "Waivers", "Sales", "Further Assurances", "Fees", "Amendments", "Erisa", "Definitions", "Modifications", "Qualifications", "Withholdings", "Assignments", "Interpretations", "Miscellaneous", "Costs", "Transactions With Affiliates", "No Conflicts", "General", "Indemnifications", "Expenses", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Holder; provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term \u201cCompany\u201d shall be deemed to refer to such Person and the term \u201cRegistrable Securities\u201d shall be deemed to include the securities received by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction.", "references": ["Interpretations", "Effective Dates", "Closings", "Brokers", "Duties", "Cooperation", "Titles", "Books", "Applicable Laws", "Expenses", "Compliance With Laws", "Solvency", "Construction", "Amendments", "Waiver Of Jury Trials", "Payments", "Positions", "Waivers", "General", "Successors", "Records", "Assigns", "Headings", "Subsidiaries", "Venues", "Authorizations", "Jurisdictions", "Tax Withholdings", "Specific Performance", "Entire Agreements", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.", "references": ["Duties", "Confidentiality", "Miscellaneous", "Defined Terms", "Sales", "Terms", "Indemnifications", "Releases", "Erisa", "No Waivers", "Specific Performance", "Integration", "Taxes", "Enforceability", "Organizations", "Financial Statements", "Construction", "Tax Withholdings", "Venues", "Non-Disparagement", "Consents", "Enforcements", "Expenses", "Solvency", "Amendments", "Interests", "Headings", "Adjustments", "Counterparts", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each of the Borrower, the Company and the Related Companies will conduct its businesses in a manner that will not result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Agent, L/C Issuer or otherwise) of Sanctions.", "references": ["Notices", "Benefits", "Interests", "Representations", "Entire Agreements", "Death", "Enforcements", "Erisa", "Waivers", "Payments", "Participations", "Submission To Jurisdiction", "Costs", "No Waivers", "Capitalization", "Waiver Of Jury Trials", "General", "Definitions", "Venues", "Severability", "Approvals", "Effective Dates", "No Defaults", "Records", "Sales", "Indemnifications", "Terms", "Disclosures", "Insurances", "Withholdings", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Except as set forth in the Company SEC Documents, the Company does not presently own or control, directly or indirectly, and has no stock or other interest as owner or principal in, any other corporation or partnership, joint venture, association or other business venture or entity (each a \u201c subsidiary \u201d). Each subsidiary is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite power and authority to carry on its business as now conducted. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect on its business or properties. All of the outstanding capital stock or other securities of each subsidiary is owned by the Company, directly or indirectly, free and clear of any liens claims, or encumbrances except for Permitted Liens (as defined in the Security Agreement).", "references": ["Benefits", "Duties", "Terminations", "Consents", "Expenses", "Interests", "Base Salary", "Definitions", "No Waivers", "Warranties", "Amendments", "Organizations", "Arbitration", "Approvals", "Further Assurances", "Releases", "Authority", "Closings", "Solvency", "Disability", "Titles", "Change In Control", "Venues", "Erisa", "Positions", "Agreements", "Terms", "Defined Terms", "Forfeitures", "Construction", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The closing of the purchase and sale of the Note (the \u201c Closing \u201d) shall take place at the offices of the Company Counsel or such other location as the parties shall mutually agree, or by transmission by facsimile and/or overnight courier, immediately following the execution hereof, or such later date or different location as the parties shall agree, but not prior to the date that the conditions set forth in Section 2.2 and 2.3 have been satisfied or waived by the appropriate party (each, a \u201c Closing Date \u201d).", "references": ["Erisa", "Consents", "Books", "Financial Statements", "Vacations", "Approvals", "Confidentiality", "Death", "No Defaults", "Waiver Of Jury Trials", "Brokers", "Effectiveness", "Interpretations", "Severability", "Benefits", "Transactions With Affiliates", "Terms", "Assignments", "Agreements", "Participations", "Jurisdictions", "Intellectual Property", "General", "Employment", "No Conflicts", "Cooperation", "Authority", "Counterparts", "Submission To Jurisdiction", "Insurances", "Closings"], "gold": ["Closings"]}
+{"input": "Any benefit granted to a Participant under the Plan.", "references": ["Organizations", "Publicity", "Participations", "Withholdings", "Brokers", "Erisa", "Terms", "No Defaults", "Sales", "Modifications", "Jurisdictions", "Base Salary", "Amendments", "Remedies", "Transactions With Affiliates", "Titles", "Venues", "Fees", "Governing Laws", "Employment", "Construction", "Insurances", "Costs", "Existence", "Sanctions", "Books", "Indemnifications", "Change In Control", "Solvency", "Adjustments", "Benefits"], "gold": ["Benefits"]}
+{"input": "The releases contained herein do not release any claims for enforcement of the terms, conditions, or warranties contained in this Agreement. The Parties shall be free to pursue any remedies available to them to enforce this Agreement.", "references": ["Modifications", "No Defaults", "Waivers", "Positions", "Benefits", "Definitions", "Fees", "Cooperation", "Solvency", "General", "Entire Agreements", "Submission To Jurisdiction", "Anti-Corruption Laws", "No Waivers", "Brokers", "Use Of Proceeds", "Approvals", "Liens", "Payments", "Duties", "Records", "Titles", "Binding Effects", "Publicity", "Jurisdictions", "Arbitration", "Qualifications", "Authorizations", "Representations", "Costs", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "If for any reason any provision of this Agreement is held invalid, the parties agree that the court or arbitrator shall modify the provision(s) (or subpart(s) thereof) to make the provision(s) (or subpart(s) thereof) and this Agreement valid and enforceable to the fullest extent permitted by applicable law. Any invalid provision shall not affect any other provision of this Agreement not held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.", "references": ["Titles", "Compliance With Laws", "Submission To Jurisdiction", "Survival", "Existence", "Disability", "Binding Effects", "Withholdings", "Interpretations", "Authority", "Representations", "Consents", "Fees", "Expenses", "Intellectual Property", "Vacations", "Publicity", "Death", "Litigations", "Effective Dates", "Waiver Of Jury Trials", "Enforceability", "No Waivers", "Base Salary", "Liens", "Construction", "Warranties", "Non-Disparagement", "Costs", "Insurances", "Severability"], "gold": ["Severability"]}
+{"input": "Executive shall serve the Company as President and shall have the normal duties, responsibilities and authority of a President, subject to the power of the Chief Executive Officer and the Board to expand such duties, responsibilities and authority and to identify specific decisions or actions that require consultation with, or the consent of, the Chief Executive Officer and/or the Board.", "references": ["Compliance With Laws", "Withholdings", "Modifications", "Subsidiaries", "Change In Control", "Disclosures", "Submission To Jurisdiction", "Sales", "Effective Dates", "Amendments", "No Waivers", "Vacations", "Interpretations", "Employment", "Terminations", "Further Assurances", "Participations", "Cooperation", "Authority", "Solvency", "Anti-Corruption Laws", "Releases", "Representations", "Applicable Laws", "Effectiveness", "Disability", "Survival", "Remedies", "Forfeitures", "Waivers", "Duties"], "gold": ["Duties"]}
+{"input": "Each Group Company has filed, or caused to be filed, all material federal, state, local and foreign tax returns required to be filed and paid (i) all amounts of taxes shown thereon to be due (including interest and penalties) and (ii) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangible taxes) owing by it, except for such taxes that (A) are not yet delinquent or (B) are being contested in good faith and by proper proceedings diligently pursued, and against which adequate reserves are being maintained in accordance with GAAP. No Loan Party has received written notice of any pending investigation of such party by any taxing authority or proposed tax assessments against any Group Company that would, if made, have a Material Adverse Effect.", "references": ["No Conflicts", "Death", "Arbitration", "Participations", "Interests", "Consents", "Representations", "Disclosures", "Base Salary", "Compliance With Laws", "Successors", "Miscellaneous", "Definitions", "Disability", "Governing Laws", "Further Assurances", "Forfeitures", "Enforceability", "Adjustments", "Consent To Jurisdiction", "Intellectual Property", "Employment", "Headings", "Payments", "Non-Disparagement", "Brokers", "Entire Agreements", "Tax Withholdings", "General", "Warranties", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company hereby employs the Executive, and the Executive hereby accepts such employment, on an interim basis, as the Chief Financial Officer, Treasurer and Controller of the Company, effective as of the Effective Date, on the terms and subject to the conditions of this Agreement. The Executive agrees to perform such duties and responsibilities as are customarily performed by persons acting in such capacity or as are assigned to Executive from time to time by the Board of Directors of the Company or its designees. Additionally, the Executive agrees to assist with the recruiting and engagement of his successor as the Chief Financial Officer, Treasurer and Controller of the Company, and, upon employment of his successor during the Term, the Executive will no longer serve as the Chief Financial Officer, Treasurer and Controller of the Company. The Executive will report directly to the Chief Executive Officer of the Company.", "references": ["Confidentiality", "Consent To Jurisdiction", "Costs", "Arbitration", "Erisa", "Intellectual Property", "Interests", "No Defaults", "Applicable Laws", "Qualifications", "Authorizations", "Agreements", "Modifications", "Notices", "Headings", "Approvals", "Enforcements", "General", "Specific Performance", "Forfeitures", "Definitions", "Books", "Warranties", "Waivers", "Organizations", "Binding Effects", "Records", "Vesting", "Consents", "Non-Disparagement", "Positions"], "gold": ["Positions"]}
+{"input": "Each of the Borrower and each of its Subsidiaries has timely filed or caused to be timely filed (or filed for extension) with the appropriate taxing authority all federal income and other material returns, statements, forms and reports for Taxes (the \" Returns \") required to be filed by, or with respect to the income, properties or operations of, the Borrower and/or any of its Subsidiaries, except where the failure to timely file or cause to be timely filed such Returns would not reasonably be expected to result in a Material Adverse Effect.\u00a0 The Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby.\u00a0 Each of the Borrower and each of its Subsidiaries has paid all Taxes and assessments payable by it which have become due, other than (i) those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP or (ii) to the extent the failure to pay such Taxes or assessments could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Specific Performance", "Non-Disparagement", "Erisa", "Disability", "Liens", "Submission To Jurisdiction", "Insurances", "Publicity", "Consents", "Intellectual Property", "Interests", "Benefits", "Governing Laws", "Solvency", "Further Assurances", "Forfeitures", "Interpretations", "Sanctions", "Participations", "General", "Positions", "Successors", "Terms", "Waivers", "Effective Dates", "Consent To Jurisdiction", "Definitions", "Existence", "Entire Agreements", "Duties", "Payments"], "gold": ["Payments"]}
+{"input": "This Amendment shall become effective as of the date hereof at such time that each of the Administrative Agent, the BTMU Purchaser Agent and the WFB Purchaser Agent shall have received, in form and substance satisfactory to it, executed counterparts of this Amendment.", "references": ["Waiver Of Jury Trials", "Benefits", "Remedies", "Fees", "Enforcements", "No Defaults", "Amendments", "Sanctions", "Intellectual Property", "Costs", "No Waivers", "Confidentiality", "Liens", "Definitions", "Consents", "Books", "Counterparts", "Assigns", "Withholdings", "Financial Statements", "Change In Control", "General", "Releases", "Litigations", "Disclosures", "Authorizations", "Agreements", "Assignments", "Payments", "Tax Withholdings", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Capitalized terms used but not defined in this Agreement shall have the meanings given thereto in the Credit Agreement.", "references": ["Anti-Corruption Laws", "Employment", "Assigns", "Base Salary", "Successors", "Consents", "Representations", "Intellectual Property", "Agreements", "Subsidiaries", "Amendments", "Remedies", "Waivers", "Warranties", "Transactions With Affiliates", "Enforcements", "Governing Laws", "Forfeitures", "Non-Disparagement", "Disclosures", "Terminations", "Participations", "Taxes", "Construction", "General", "Effectiveness", "Modifications", "Records", "Change In Control", "Closings", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Employee acknowledges that in the course of the Employee\u2019s employment with ARA the Employee has become familiar with trade secrets and other confidential information concerning ARA and its subsidiaries, that the Employee\u2019s services were of special, unique and extraordinary value to ARA and its affiliates, and that but for Employee\u2019s employment with ARA, Employee would not have had access to ARA\u2019s trade secrets or other confidential information.", "references": ["Liens", "Specific Performance", "Survival", "Sanctions", "Use Of Proceeds", "Indemnifications", "Indemnity", "Qualifications", "Definitions", "Approvals", "Authority", "Interpretations", "Litigations", "Books", "Financial Statements", "Venues", "Binding Effects", "Miscellaneous", "Compliance With Laws", "Waivers", "Forfeitures", "Existence", "Change In Control", "Applicable Laws", "Successors", "Counterparts", "Interests", "Agreements", "Publicity", "Transactions With Affiliates", "General"], "gold": ["General"]}
+{"input": "The execution, delivery and performance of this Agreement by Seller does not, and will not, (a) violate any provision of its charter or bylaws or (b) other than a violation, breach, contravention or default that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and subject to the receipt of the Regulatory Approvals, violate or constitute a breach or contravention of, or default under, (i) any Law to which Seller is subject or (ii) any agreement or instrument of Seller, or by which Seller is otherwise bound, or to which any of the Assets, Assumed Deposits, or Assumed Contracts (except for any required consents under Assumed Contracts or certain Deposits in respect of the transactions herein contemplated) or the Branches are subject. Seller has all material licenses, franchises, permits, certificates of public convenience, orders and other authorizations of all foreign, federal, state and local governments and governmental authorities necessary for the lawful conduct of its business at the Branches as now conducted and all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations are valid and in good standing and are not subject to any suspension, modification or revocation or proceedings related thereto.", "references": ["Interests", "Change In Control", "Intellectual Property", "Vesting", "Expenses", "Notices", "Use Of Proceeds", "Brokers", "Payments", "Qualifications", "Terms", "General", "Capitalization", "Adjustments", "Enforceability", "Survival", "Financial Statements", "Binding Effects", "Fees", "Warranties", "Authorizations", "Employment", "Indemnifications", "Erisa", "Records", "Successors", "Duties", "Interpretations", "Compliance With Laws", "Terminations", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Each Shareholder shall permit the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that the Company determines to be necessary or desirable in connection with the Merger and any transactions related to the Merger, such Shareholder\u2019s identity and ownership of Shares and the nature of such Shareholder\u2019s commitments, arrangements and understandings under this Agreement.", "references": ["Waivers", "Miscellaneous", "Definitions", "Defined Terms", "Severability", "Compliance With Laws", "Modifications", "Venues", "Vacations", "Capitalization", "Effectiveness", "Successors", "Brokers", "Enforceability", "Indemnifications", "Headings", "Applicable Laws", "Payments", "Agreements", "Terms", "Survival", "Benefits", "Assignments", "Consents", "Enforcements", "Waiver Of Jury Trials", "Interests", "Transactions With Affiliates", "Qualifications", "Terminations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however , that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).", "references": ["Notices", "Enforceability", "Solvency", "Terminations", "Interests", "Interpretations", "Warranties", "Consents", "Non-Disparagement", "Existence", "Insurances", "Costs", "Enforcements", "Base Salary", "Payments", "Qualifications", "Organizations", "Indemnity", "Books", "Taxes", "Authorizations", "Submission To Jurisdiction", "Tax Withholdings", "Modifications", "Assigns", "Titles", "Successors", "Arbitration", "Indemnifications", "Brokers", "Assignments"], "gold": ["Assignments"]}
+{"input": "The provisions of this Section\u00a09 shall survive the expiration of this Agreement.", "references": ["Transactions With Affiliates", "Publicity", "Closings", "Specific Performance", "Enforcements", "Modifications", "Costs", "Binding Effects", "Base Salary", "Adjustments", "Further Assurances", "Sanctions", "Miscellaneous", "Interests", "Waivers", "Amendments", "Withholdings", "Indemnifications", "Qualifications", "Representations", "Consents", "Organizations", "Litigations", "Forfeitures", "Employment", "Terms", "Agreements", "Payments", "Jurisdictions", "Liens", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement and the Notice may be amended from time to time by the Administrator in its discretion; provided , however , that this Agreement may not be amended in a manner that would materially impair your rights with respect to the Award Shares, as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.", "references": ["Change In Control", "Records", "Authorizations", "Notices", "Insurances", "Binding Effects", "Effective Dates", "Liens", "Solvency", "Interests", "Indemnity", "Financial Statements", "Authority", "Indemnifications", "Construction", "Employment", "Sanctions", "Interpretations", "Governing Laws", "Terminations", "Integration", "Forfeitures", "No Waivers", "Waiver Of Jury Trials", "Use Of Proceeds", "Sales", "Existence", "Assignments", "Tax Withholdings", "Consent To Jurisdiction", "Amendments"], "gold": ["Amendments"]}
+{"input": "The provisions of this Warrant will be deemed severable and the invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Warrant, as applied to any party or to any circumstance, is adjudged by a court or other governmental body not to be enforceable in accordance with its terms, the parties agree that the court or governmental body making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.", "references": ["Sales", "Venues", "Powers", "Binding Effects", "Books", "Indemnifications", "Confidentiality", "Assignments", "Construction", "Assigns", "Consents", "Submission To Jurisdiction", "Waivers", "Enforceability", "Effective Dates", "Death", "Consent To Jurisdiction", "Tax Withholdings", "Non-Disparagement", "Approvals", "Anti-Corruption Laws", "Enforcements", "Further Assurances", "Authorizations", "No Waivers", "Base Salary", "Integration", "Arbitration", "Costs", "Transactions With Affiliates", "Severability"], "gold": ["Severability"]}
+{"input": "The Borrower and each Guarantor will (a)\u00a0keep, and cause each of their respective Subsidiaries to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b)\u00a0maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower, any Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Agent, (x)\u00a0make any material change to the accounting policies/principles used by such Person in preparing the financial statements and other information described in \u00a76.4 or \u00a77.4, unless such change is required by GAAP (and Borrower shall give prompt written notice to Agent of any such change and its projected impact on the financial statements of Borrower, the Guarantors and their Subsidiaries), or (y)\u00a0change its fiscal year. The Agent and the Lenders acknowledge that Borrower\u2019s fiscal year is a calendar year.", "references": ["Specific Performance", "Insurances", "Books", "Approvals", "General", "Transactions With Affiliates", "Taxes", "Modifications", "Submission To Jurisdiction", "Powers", "Disability", "Authority", "Effectiveness", "Participations", "Enforcements", "Further Assurances", "Solvency", "Compliance With Laws", "Use Of Proceeds", "Notices", "Governing Laws", "Tax Withholdings", "Adjustments", "Withholdings", "Cooperation", "Remedies", "Assignments", "Publicity", "Enforceability", "Organizations", "Records"], "gold": ["Records"]}
+{"input": "The Performance Stock Units subject to this grant shall vest in accordance with terms mutually agreed upon by the parties.", "references": ["Enforceability", "Fees", "Specific Performance", "Defined Terms", "Non-Disparagement", "Counterparts", "Survival", "Warranties", "Approvals", "Effectiveness", "Duties", "Successors", "Jurisdictions", "Costs", "Representations", "Positions", "Vacations", "Governing Laws", "Venues", "Sanctions", "Organizations", "Use Of Proceeds", "Sales", "Notices", "Adjustments", "Transactions With Affiliates", "Forfeitures", "Applicable Laws", "Headings", "General", "Vesting"], "gold": ["Vesting"]}
+{"input": "All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section \u00a09.01 of the Credit Agreement; provided that notices and communications to the Guarantors shall be directed to the Guarantors, at the address of the Borrower set forth in Section \u00a09.01 of the Credit Agreement.", "references": ["Disclosures", "Titles", "Costs", "Sanctions", "Expenses", "Positions", "Closings", "Duties", "Vacations", "Publicity", "Anti-Corruption Laws", "Binding Effects", "Remedies", "Benefits", "Litigations", "Definitions", "Venues", "Jurisdictions", "Withholdings", "Forfeitures", "Defined Terms", "Modifications", "Amendments", "Terms", "Participations", "Organizations", "Change In Control", "Assigns", "Employment", "Death", "Notices"], "gold": ["Notices"]}
+{"input": "Except as provided in Sections 3 or 4 below, the Restricted Stock Units and the right to the Shares (and any related Dividend Equivalent Units) shall vest with respect to all of the number of Shares subject to the Award on the third anniversary of the Grant Date (the \u201cVesting Date\u201d). After the Vesting Date, the Shares will be settled and transferred in accordance with Section 7. Prior to the Vesting Date, the Restricted Stock Units subject to the Award (and any related Dividend Equivalent Units) shall be nontransferable and, except as provided in Sections 3 and 4 below, shall be immediately forfeited upon Participant\u2019s termination of active employment with the Company. Prior to the Vesting Date, the Award shall not be earned by Participant\u2019s performance of services and there shall be no such vesting of the Award. The Committee which administers the Plan reserves the right, in its sole discretion, to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to receive the Shares represents valuable consideration, regardless of whether the Shares vest.", "references": ["Costs", "Representations", "Organizations", "Sanctions", "Jurisdictions", "Transactions With Affiliates", "Vacations", "Tax Withholdings", "Closings", "Agreements", "Consent To Jurisdiction", "Liens", "Positions", "Applicable Laws", "Definitions", "Defined Terms", "Books", "Construction", "Warranties", "Entire Agreements", "Cooperation", "Terminations", "No Conflicts", "Erisa", "Benefits", "Qualifications", "Indemnity", "Remedies", "Effectiveness", "Enforceability", "Vesting"], "gold": ["Vesting"]}
+{"input": "As of the Effective Date, this Agreement, together with the Employee Confidentiality and Covenant Agreement, constitutes the final, complete, and exclusive agreement between you and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by any member of the Digital Group. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.", "references": ["Consent To Jurisdiction", "Terms", "Binding Effects", "General", "Erisa", "Consents", "Authority", "Non-Disparagement", "Definitions", "Expenses", "Specific Performance", "Assignments", "Enforceability", "Financial Statements", "Severability", "Miscellaneous", "Benefits", "Venues", "Publicity", "Solvency", "No Defaults", "No Conflicts", "Waiver Of Jury Trials", "Qualifications", "Payments", "Tax Withholdings", "Closings", "Use Of Proceeds", "Successors", "Further Assurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each of the Company and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Waivers", "Organizations", "Participations", "Sanctions", "Powers", "Waiver Of Jury Trials", "Death", "Authorizations", "Releases", "Sales", "Arbitration", "Indemnity", "No Waivers", "Terminations", "Subsidiaries", "Books", "Base Salary", "Litigations", "Disability", "Consents", "Disclosures", "Non-Disparagement", "Employment", "Records", "Indemnifications", "Use Of Proceeds", "Effectiveness", "Transactions With Affiliates", "Successors", "General", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Each Borrower Party and their Subsidiaries is a U.S. Person and has timely filed all tax returns that are required to be filed by them and have paid all taxes, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided.\u00a0\u00a0The charges, accruals and reserves on the books of each Borrower Party and their Subsidiaries in respect of taxes and other governmental charges are, in the opinion of Borrower or Guarantor, as applicable, adequate.", "references": ["Consents", "Binding Effects", "Assignments", "Miscellaneous", "Positions", "Governing Laws", "Representations", "Disability", "Forfeitures", "Terminations", "Employment", "Change In Control", "Survival", "Capitalization", "Intellectual Property", "Further Assurances", "Powers", "Books", "Approvals", "Duties", "Integration", "Expenses", "Remedies", "Definitions", "Amendments", "Existence", "Confidentiality", "Qualifications", "Applicable Laws", "Interests", "Taxes"], "gold": ["Taxes"]}
+{"input": "Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing provided for in Section 2.02 hereof, the Company will sell and issue to Purchaser, and Purchaser will purchase from the Company, 4,411,764 shares of Series B Preferred Stock, free and clear of all Liens (other than restrictions under applicable securities Laws), for a purchase price per share equal to $17.00 (the \u201c Purchase Price \u201d). The Purchased Securities will have the designations, relative rights, preferences and limitations set forth in the Company\u2019s Charter, as amended, and the Series B Articles Supplementary.", "references": ["Transactions With Affiliates", "Publicity", "Sanctions", "Indemnity", "Payments", "Authorizations", "Base Salary", "Notices", "Remedies", "Modifications", "Liens", "Successors", "Construction", "Specific Performance", "Positions", "Submission To Jurisdiction", "Anti-Corruption Laws", "Arbitration", "Jurisdictions", "Expenses", "Releases", "Intellectual Property", "Effectiveness", "Assigns", "Use Of Proceeds", "Assignments", "Confidentiality", "Financial Statements", "Terminations", "Death", "Sales"], "gold": ["Sales"]}
+{"input": "Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any Rate Management Agreement or any Cash Management Agreement or any action or proceeding relating to this Agreement or any other Credit Document or any Rate Management Agreement or any Cash Management Agreement or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.11 (including pursuant to any customary \u201cclick-through\u201d or other customary assignment or syndication processes of the Administrative Agent or the Lender via the Platform or otherwise), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with the Borrower or its Subsidiaries or the facilities created hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance monitoring of CUSIP numbers with respect to the facilities created hereunder; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.11 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.", "references": ["Death", "Applicable Laws", "Participations", "Consents", "Closings", "Organizations", "Vesting", "Interests", "Successors", "Brokers", "Further Assurances", "Cooperation", "Waivers", "Assigns", "Erisa", "Tax Withholdings", "Records", "Forfeitures", "Duties", "General", "Disability", "Costs", "Publicity", "Indemnity", "Compliance With Laws", "Expenses", "Waiver Of Jury Trials", "Arbitration", "Insurances", "Benefits", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The parties hereto acknowledge that the parties shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of the other parties set forth in this Agreement. Therefore, each party hereby agrees that, in addition to any other remedies that may be available to the Selling Stockholders or the Company, as applicable upon any such violation, such party shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means to which they are entitled at law or in equity.", "references": ["Assignments", "Entire Agreements", "Notices", "Severability", "Submission To Jurisdiction", "Base Salary", "Tax Withholdings", "Litigations", "Compliance With Laws", "Participations", "Interests", "Remedies", "Arbitration", "Sanctions", "Use Of Proceeds", "Cooperation", "Indemnity", "Solvency", "Closings", "Headings", "Defined Terms", "Consent To Jurisdiction", "Titles", "Existence", "Sales", "Intellectual Property", "Integration", "Change In Control", "Indemnifications", "Qualifications", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The Table of Contents hereof and Article and Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms or conditions hereof, be used in connection with the interpretation of any term or condition hereof or be given any substantive effect.", "references": ["Fees", "Waivers", "Defined Terms", "Interests", "Venues", "Expenses", "Enforceability", "Modifications", "Publicity", "No Defaults", "Severability", "Subsidiaries", "Qualifications", "Base Salary", "Binding Effects", "Indemnity", "Powers", "Books", "Existence", "Applicable Laws", "Closings", "Payments", "Disclosures", "Authorizations", "Adjustments", "Effective Dates", "Amendments", "Positions", "Withholdings", "Compliance With Laws", "Headings"], "gold": ["Headings"]}
+{"input": "This Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section\u00a010 of the Plan. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Non-Employee Director hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.", "references": ["Notices", "Enforcements", "Remedies", "Sanctions", "Terminations", "Releases", "Withholdings", "Severability", "Costs", "Disclosures", "Representations", "Anti-Corruption Laws", "Qualifications", "Agreements", "Interpretations", "Vacations", "Liens", "Successors", "Base Salary", "Positions", "Enforceability", "Assigns", "Consents", "Vesting", "Capitalization", "Payments", "Governing Laws", "Terms", "Waivers", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All computations of interest for Base Rate Loans when the Base Rate is determined by the \u201cprime rate\u201d shall be made on the basis of a year of three hundred and sixty-five (365) days, or three hundred and sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["No Conflicts", "Governing Laws", "Forfeitures", "Existence", "Venues", "Arbitration", "Capitalization", "Assignments", "Insurances", "Severability", "Representations", "Intellectual Property", "Effective Dates", "Withholdings", "Agreements", "Indemnity", "Liens", "Disclosures", "Qualifications", "Books", "Notices", "Disability", "Authority", "Participations", "Remedies", "Entire Agreements", "Waivers", "Assigns", "No Waivers", "Vesting", "Fees"], "gold": ["Fees"]}
+{"input": "Neither the Company nor any Subsidiary shall amend, restate, modify, repeal or waive any provision of the Company or such Subsidiary\u2019s Governing Documents, except (i) to comply with the terms of Section 5.1 hereto or (ii) amendments, modification, supplements or waivers that do not adversely affect the rights or interests of the Investors.", "references": ["Enforcements", "Solvency", "Further Assurances", "Sanctions", "Successors", "Effective Dates", "Authority", "Sales", "Taxes", "Anti-Corruption Laws", "Approvals", "Assignments", "Payments", "Submission To Jurisdiction", "Expenses", "Liens", "Subsidiaries", "Closings", "Books", "Litigations", "Confidentiality", "Releases", "Vesting", "Duties", "Fees", "Applicable Laws", "Headings", "Defined Terms", "Erisa", "Specific Performance", "Amendments"], "gold": ["Amendments"]}
+{"input": "Executive shall be liable for all income taxes incurred with respect to all benefits provided under this Agreement. All payments required to be made to Executive under this Agreement shall be subject to withholding of amounts relating to income tax, excise tax, employment tax and other payroll taxes to the extent the Company determines is required to be withheld pursuant to applicable law or regulation.", "references": ["Expenses", "Taxes", "Waiver Of Jury Trials", "Duties", "Capitalization", "Interpretations", "Non-Disparagement", "Insurances", "Qualifications", "Modifications", "Closings", "Definitions", "Benefits", "Change In Control", "Authority", "Consents", "Positions", "Organizations", "Survival", "Severability", "Withholdings", "Entire Agreements", "Authorizations", "Forfeitures", "Subsidiaries", "Adjustments", "Anti-Corruption Laws", "Terms", "Financial Statements", "Construction", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan .", "references": ["No Conflicts", "Vesting", "Consents", "Consent To Jurisdiction", "Enforcements", "Adjustments", "Assigns", "Liens", "Payments", "Authorizations", "Further Assurances", "Sanctions", "Waiver Of Jury Trials", "Confidentiality", "Participations", "Brokers", "Anti-Corruption Laws", "Binding Effects", "Effective Dates", "Defined Terms", "Employment", "Change In Control", "Modifications", "Interests", "Interpretations", "Disability", "Sales", "Financial Statements", "Approvals", "Capitalization", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous contracts, agreements and understandings with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.", "references": ["Indemnity", "Authorizations", "No Defaults", "Duties", "Terminations", "Withholdings", "Successors", "Headings", "Titles", "Subsidiaries", "Representations", "Terms", "Defined Terms", "Authority", "Amendments", "Disclosures", "Disability", "Base Salary", "No Waivers", "Arbitration", "Effectiveness", "Expenses", "Organizations", "Waivers", "Solvency", "Litigations", "Assignments", "Indemnifications", "Applicable Laws", "Capitalization", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Both immediately before and immediately after giving effect to the Transactions to occur and the initial Credit Event on the Closing Date, (i)\u00a0the present fair salable value of the assets of the U.S. Borrower and its Subsidiaries, on a consolidated basis, is greater than the (a)\u00a0total amount of present debts and liabilities (including subordinated and contingent liabilities) of the U.S. Borrower and its Subsidiaries, on a consolidated basis, and (b)\u00a0amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities (including subordinated and contingent liabilities) as such debts and liabilities become absolute and matured, (ii)\u00a0the U.S. Borrower and its Subsidiaries, on a consolidated basis, are able to pay all debts and liabilities (including subordinated and contingent liabilities) as such debts and liabilities become absolute and matured, (iii)\u00a0the U.S. Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the date hereof, and (iv)\u00a0neither the U.S. Borrower nor any of its Subsidiaries intends to hinder, delay or defraud either present or future creditors or any other person to which the U.S. Borrower or its Subsidiaries are or, on or after the date hereof, will become indebted.\u00a0 For purposes of this Section\u00a05.08 , in computing the amount of contingent liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.", "references": ["Consents", "Disclosures", "Use Of Proceeds", "Anti-Corruption Laws", "Intellectual Property", "Construction", "Financial Statements", "Compliance With Laws", "Miscellaneous", "Notices", "Specific Performance", "Tax Withholdings", "Remedies", "Consent To Jurisdiction", "No Waivers", "Costs", "Binding Effects", "Liens", "Severability", "Change In Control", "Capitalization", "Waivers", "Releases", "Erisa", "Enforceability", "Approvals", "Successors", "Enforcements", "Waiver Of Jury Trials", "Books", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Company for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate fair market value that would satisfy the minimum withholding amount due.", "references": ["Jurisdictions", "Defined Terms", "Qualifications", "Approvals", "Change In Control", "Base Salary", "Definitions", "Transactions With Affiliates", "Authorizations", "Severability", "Adjustments", "Sales", "Waiver Of Jury Trials", "Erisa", "Insurances", "Taxes", "Books", "Modifications", "Effectiveness", "Integration", "Survival", "Vacations", "Duties", "Assignments", "Employment", "Use Of Proceeds", "Indemnifications", "Successors", "No Waivers", "Solvency", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Each Borrower will use the proceeds of the Loans and each Borrower will obtain Letters of Credit solely for the purposes set forth in \u00a78.14.", "references": ["Payments", "Authority", "Taxes", "Enforcements", "Fees", "Powers", "Agreements", "Effectiveness", "Existence", "Counterparts", "Death", "Organizations", "Defined Terms", "Titles", "Benefits", "Indemnifications", "Insurances", "Approvals", "Cooperation", "Integration", "General", "Compliance With Laws", "Employment", "Assigns", "Enforceability", "Liens", "Warranties", "Intellectual Property", "Severability", "Terms", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section\u00a012 of the Summary (the \" Brokers \"), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party. The terms of this Section 29.24 shall survive the expiration or earlier termination of the Lease Term.", "references": ["Taxes", "Solvency", "Enforcements", "Vesting", "Confidentiality", "Benefits", "Tax Withholdings", "Transactions With Affiliates", "Authority", "Releases", "Books", "Non-Disparagement", "Participations", "Insurances", "Assigns", "Definitions", "Further Assurances", "Venues", "Financial Statements", "Specific Performance", "Adjustments", "Litigations", "Interpretations", "Defined Terms", "Positions", "Miscellaneous", "Existence", "Modifications", "Construction", "Survival", "Brokers"], "gold": ["Brokers"]}
+{"input": "THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Amendment by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 12.1 of the Credit Agreement, such service to become effective 30 days after such mailing.\u00a0\u00a0Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.", "references": ["Amendments", "Consents", "Approvals", "Books", "Closings", "Fees", "Transactions With Affiliates", "Cooperation", "Successors", "Taxes", "Specific Performance", "Erisa", "Sales", "Authority", "Construction", "Participations", "Severability", "Modifications", "Effective Dates", "Disability", "Existence", "Brokers", "Assigns", "Terminations", "Waiver Of Jury Trials", "Definitions", "Duties", "Waivers", "Payments", "Costs", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Option may be executed in two or more counterparts, each of which constitutes an original, and all of which taken together constitute one instrument.", "references": ["Severability", "Fees", "Capitalization", "Brokers", "Compliance With Laws", "Cooperation", "Jurisdictions", "Representations", "Terms", "Assigns", "Defined Terms", "No Waivers", "Adjustments", "Duties", "Further Assurances", "Use Of Proceeds", "Successors", "Notices", "Interests", "Publicity", "Effectiveness", "Closings", "Anti-Corruption Laws", "Sales", "Releases", "Applicable Laws", "Indemnity", "Consent To Jurisdiction", "Disability", "General", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company and its Subsidiaries, each (i)\u00a0has timely filed all necessary federal, state and foreign income and franchise tax returns (or have received such permissible extensions to file), and all such tax returns were true, complete and correct in all material respects, (ii)\u00a0has paid all federal, state and foreign income and franchise taxes due and payable and (iii)\u00a0does not have any income or franchise tax deficiency or claims outstanding or assessed or, to its knowledge, proposed against any of them, except those, in each of the cases described in clauses (i), (ii)\u00a0and (iii)\u00a0of this paragraph (aa), that would not, singularly or in the aggregate, cause a Material Adverse Change. The accruals and reserves on the books and records of the Company and its Subsidiaries in respect of income and franchise tax liabilities for any taxable period not yet finally determined are adequate to meet any assessments and related liabilities for any such period, and since December\u00a031, 2017, the Company and each of its Subsidiaries has not incurred any liability for income or franchise taxes other than in the ordinary course.", "references": ["Insurances", "Financial Statements", "Duties", "Existence", "Further Assurances", "Agreements", "Notices", "Modifications", "Indemnifications", "Amendments", "Sales", "Definitions", "Adjustments", "Anti-Corruption Laws", "Terms", "Counterparts", "Expenses", "Waivers", "Applicable Laws", "Brokers", "Cooperation", "Forfeitures", "Miscellaneous", "Erisa", "Change In Control", "Withholdings", "Liens", "Solvency", "Capitalization", "Powers", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each related Mortgaged Property is, and is required pursuant to the related Purchased Loan Documents to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a \u201cspecial cause of loss form\u201d or \u201call risk form\u201d that includes replacement cost valuation issued by an insurer meeting the requirements of the related Purchased Loan Documents and having a claims-paying or financial strength rating meeting the Insurance Rating Requirements (as defined below), in an amount (subject to a customary deductible) not less than the lesser of (1)\u00a0the original principal balance of the Purchased Loan and (2)\u00a0the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.", "references": ["Interpretations", "Organizations", "Disability", "Remedies", "Litigations", "Agreements", "Fees", "Cooperation", "Amendments", "Positions", "Representations", "Transactions With Affiliates", "Authority", "Definitions", "Venues", "General", "Binding Effects", "Releases", "Entire Agreements", "Effectiveness", "Financial Statements", "Assigns", "No Waivers", "Withholdings", "Severability", "Miscellaneous", "Erisa", "Applicable Laws", "Jurisdictions", "Authorizations", "Insurances"], "gold": ["Insurances"]}
+{"input": "During the Employment Period, Executive and his dependents shall be entitled to participate in the Company\u2019s standard employee benefit plans and programs, including sick leave, for which employees of the Company are generally eligible (collectively, the \u201c Benefits \u201d). Executive recognizes that the Benefits shall be governed by the terms and conditions of the applicable benefit plans and programs.\u00a0 The Company shall not, however, by reason of this Section\u00a03(c) \u00a0be obligated to institute, maintain or refrain from changing, amending or discontinuing any such benefit plan or program, so long as such changes are similarly applicable to other employees of the Company generally.", "references": ["Authorizations", "No Defaults", "Notices", "Subsidiaries", "Financial Statements", "Insurances", "Titles", "Construction", "Enforceability", "Liens", "No Conflicts", "Headings", "Sanctions", "Tax Withholdings", "Severability", "Expenses", "Duties", "Non-Disparagement", "Survival", "Cooperation", "Erisa", "Vesting", "Warranties", "Payments", "Jurisdictions", "Definitions", "Compliance With Laws", "Authority", "Publicity", "Waivers", "Benefits"], "gold": ["Benefits"]}
+{"input": "The proceeds of the Loans made hereunder shall be used by Borrower as provided in Section 2.2(a) . No Credit Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U, or X of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.", "references": ["Waivers", "Base Salary", "Participations", "Tax Withholdings", "Withholdings", "Forfeitures", "Venues", "Binding Effects", "Solvency", "Vesting", "No Defaults", "Records", "Construction", "Survival", "Existence", "Costs", "Terms", "Enforceability", "Fees", "Modifications", "Assigns", "Definitions", "No Waivers", "Publicity", "Intellectual Property", "Warranties", "Litigations", "General", "Duties", "Positions", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Terms", "No Waivers", "Survival", "Records", "Liens", "Specific Performance", "Financial Statements", "Titles", "No Conflicts", "Payments", "Agreements", "Representations", "Cooperation", "Vacations", "Further Assurances", "Closings", "Submission To Jurisdiction", "Taxes", "Notices", "Interests", "Enforcements", "Non-Disparagement", "Compliance With Laws", "Remedies", "Tax Withholdings", "Releases", "Subsidiaries", "Applicable Laws", "Base Salary", "Warranties", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement, along with the Severance Agreement and the Confidentiality Agreement, represents the entire agreement and understanding between the Company and Executive concerning Executive\u2019s separation from the Company.", "references": ["No Waivers", "Consent To Jurisdiction", "Forfeitures", "Modifications", "Change In Control", "Qualifications", "Notices", "Employment", "Definitions", "Vesting", "Records", "Effective Dates", "Fees", "Defined Terms", "Amendments", "Powers", "Severability", "Authorizations", "Enforceability", "Indemnifications", "Consents", "Interests", "Jurisdictions", "Tax Withholdings", "Authority", "Closings", "Disclosures", "Brokers", "Participations", "Titles", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "There is no litigation, arbitration proceeding, demand, charge, claim, petition or governmental investigation or proceeding pending, or to the knowledge of any Borrower, threatened, against any Borrower, which, if adversely determined, which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 7.9 . Other than any liability incident to such litigation or proceedings, and except as permitted by Section 9.1 , no Borrower has any material guarantee obligations, Contingent Liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not fully-reflected or fully reserved for, to the extent required by GAAP, in the most recent audited financial statements delivered pursuant to Section 8.8(a) or fully-reflected or fully reserved, to the extent required by GAAP, for in the most recent financial statements delivered pursuant to Section 8.8(b) , except for any such obligations or liabilities or transactions entered into after the date hereof and after the date of the most recent financial statements delivered under Section 8.8(a) or Section 8.8(b) and which will be fully reflected or fully reserved for, to the extent required by GAAP, on the next set of financial statements to be delivered by Borrowers under Section 8.8(a) or Section 8.8(b) .", "references": ["Enforcements", "Fees", "No Conflicts", "Organizations", "Approvals", "Sanctions", "Existence", "Effective Dates", "Transactions With Affiliates", "Vacations", "Duties", "Records", "Tax Withholdings", "Construction", "Successors", "Representations", "Cooperation", "Erisa", "Disclosures", "Binding Effects", "Waiver Of Jury Trials", "Benefits", "No Defaults", "Authority", "Definitions", "Specific Performance", "Interpretations", "Enforceability", "Arbitration", "Qualifications", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Commitments terminate on the Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations shall be immediately due and payable .", "references": ["Sales", "Specific Performance", "Cooperation", "Remedies", "Vacations", "Capitalization", "Expenses", "Subsidiaries", "Waiver Of Jury Trials", "Enforcements", "Forfeitures", "Litigations", "Notices", "Authorizations", "Costs", "Death", "Representations", "Titles", "Payments", "Submission To Jurisdiction", "Indemnity", "Construction", "Applicable Laws", "Duties", "Warranties", "Jurisdictions", "No Waivers", "Compliance With Laws", "Further Assurances", "Non-Disparagement", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any number of counterparts of this Agreement may be signed and delivered and each shall be considered an original and together they shall constitute one agreement.", "references": ["Cooperation", "Withholdings", "Applicable Laws", "Fees", "Anti-Corruption Laws", "Liens", "Non-Disparagement", "Successors", "Waivers", "Brokers", "Base Salary", "Litigations", "Erisa", "Modifications", "Duties", "Tax Withholdings", "Survival", "Organizations", "Adjustments", "Governing Laws", "Remedies", "Benefits", "Forfeitures", "Closings", "No Waivers", "Binding Effects", "Approvals", "Representations", "Death", "Authority", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any notices to be given under this Agreement may be made by personal delivery, e-mail, or recognized overnight courier. Notice by personal delivery or courier will be deemed made on the date of actual receipt.", "references": ["Use Of Proceeds", "Litigations", "Modifications", "Withholdings", "Erisa", "Specific Performance", "Records", "Powers", "Adjustments", "Intellectual Property", "Organizations", "No Defaults", "Further Assurances", "Solvency", "Warranties", "Enforcements", "Tax Withholdings", "Sanctions", "Enforceability", "Fees", "Effective Dates", "Vesting", "Taxes", "General", "Interpretations", "Headings", "Compliance With Laws", "Consents", "Forfeitures", "Financial Statements", "Notices"], "gold": ["Notices"]}
+{"input": "For purposes of this Section 2.18 and for the avoidance of doubt, the term \u201cLender\u201d includes any LC Issuing Bank and the term \u201cApplicable Law\u201d includes FATCA.", "references": ["No Conflicts", "Payments", "Enforcements", "Notices", "Effectiveness", "Solvency", "Financial Statements", "Use Of Proceeds", "Applicable Laws", "Insurances", "Disability", "Survival", "Qualifications", "Releases", "Adjustments", "Publicity", "Non-Disparagement", "Successors", "Litigations", "Consents", "Enforceability", "Vacations", "Sales", "Base Salary", "Withholdings", "Arbitration", "Expenses", "No Defaults", "Waivers", "Vesting", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "All indemnities set forth herein including, without limitation, in Sections 2.10 , 2.11 , 5.04 , 12.07 and 13.01 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations.", "references": ["Arbitration", "Successors", "Indemnifications", "Sales", "Base Salary", "Applicable Laws", "General", "Submission To Jurisdiction", "Waivers", "Headings", "Liens", "Integration", "Sanctions", "Confidentiality", "Waiver Of Jury Trials", "Enforceability", "Qualifications", "Authority", "Defined Terms", "Change In Control", "Participations", "Approvals", "Powers", "Existence", "Binding Effects", "Employment", "Authorizations", "Brokers", "Insurances", "Closings", "Survival"], "gold": ["Survival"]}
+{"input": "With the exception of any action that arises as a result of a failure of the Executive\u2019s representations and warranties in Section\u00a014 below, if the Executive becomes a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that she is or was an officer, director, agent or employee of the Company or is or was serving at the request of the Company as an officer, director, agent or employee of another corporation or other entity, she shall be indemnified by the Company to the maximum extent permitted by applicable law and not inconsistent with the provisions of the certificate of incorporation and by laws of the Company. The right of indemnification herein provided for shall not be deemed exclusive of any other rights to which the Executive may be entitled as a matter of law and any rights of indemnity under any policy of insurance carried by the Company.", "references": ["Entire Agreements", "Brokers", "Compliance With Laws", "Benefits", "Erisa", "Arbitration", "Agreements", "Enforcements", "Duties", "Headings", "Vacations", "Amendments", "Waivers", "Employment", "Survival", "Jurisdictions", "Successors", "Subsidiaries", "Further Assurances", "Representations", "Venues", "Use Of Proceeds", "Defined Terms", "Tax Withholdings", "Approvals", "Financial Statements", "General", "Waiver Of Jury Trials", "Costs", "Integration", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Any of the terms, covenants, representations, warranties or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of Service Provider and Owner, or their respective officers, employees, agents or representatives or any failure by Service Provider and Owner to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Person at a later time to enforce the performance of such provision. No waiver by Service Provider and Owner of any condition or any breach of any term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation or warranty. The rights of Service Provider and Owner under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.", "references": ["Survival", "Capitalization", "Jurisdictions", "Publicity", "Effectiveness", "Specific Performance", "Waiver Of Jury Trials", "Cooperation", "Effective Dates", "Employment", "Severability", "Powers", "Sales", "Qualifications", "Agreements", "Notices", "General", "Vacations", "Adjustments", "Defined Terms", "Indemnifications", "Arbitration", "Records", "Erisa", "Litigations", "Counterparts", "Existence", "Assigns", "Books", "Releases", "Waivers"], "gold": ["Waivers"]}
+{"input": "Seller shall indemnify Buyer and hold Buyer harmless from any actual out-of-pocket loss, cost or expense (including, without limitation, attorneys\u2019 fees and disbursements of outside counsel) that Buyer may sustain or incur as a consequence of (i) default by Seller in repurchasing any Purchased Asset on the proposed Early Repurchase Date, after Seller has given written notice in accordance with Article 3(f) , (ii) any payment of the Repurchase Price on any day other than a Remittance Date, including Breakage Costs, (iii) a default by Seller in selling Eligible Assets after Seller has notified Buyer of a proposed Transaction and Buyer has agreed in writing to purchase such Eligible Assets in accordance with the provisions of this Agreement, (iv) Buyer\u2019s enforcement of the terms of any of the Transaction Documents, (v) any actions taken to perfect or continue any Lien created under any Transaction Documents, and/or (vi) Buyer entering into any of the Transaction Documents or owning any Purchased Item. A certificate as to such costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller in writing and shall be prima facie evidence of the information set forth therein, absent manifest error.", "references": ["Headings", "Releases", "Litigations", "Notices", "Participations", "Forfeitures", "Taxes", "Cooperation", "Defined Terms", "Interpretations", "Benefits", "Withholdings", "Disclosures", "Vesting", "Adjustments", "Duties", "Change In Control", "Qualifications", "Expenses", "Erisa", "Financial Statements", "Existence", "Amendments", "Further Assurances", "Venues", "Assignments", "Tax Withholdings", "Successors", "General", "Severability", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Company will use its commercially reasonable best efforts to obtain an exception to any shareholder approval requirement from NYSE American or to obtain approval and additional listing of all Conversion Shares.", "references": ["Interpretations", "Effective Dates", "Anti-Corruption Laws", "Venues", "Costs", "Indemnifications", "Enforcements", "Defined Terms", "Miscellaneous", "Specific Performance", "Amendments", "Erisa", "Assigns", "Cooperation", "Sales", "Releases", "Death", "Participations", "No Conflicts", "Interests", "Base Salary", "Qualifications", "Titles", "Withholdings", "Vesting", "Entire Agreements", "Waivers", "Powers", "Tax Withholdings", "Waiver Of Jury Trials", "Approvals"], "gold": ["Approvals"]}
+{"input": "It is the desire and intent of the Parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.", "references": ["Tax Withholdings", "Withholdings", "Venues", "Counterparts", "Defined Terms", "Sanctions", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Miscellaneous", "Assigns", "Fees", "Intellectual Property", "Sales", "Titles", "Governing Laws", "Closings", "Headings", "Indemnity", "No Waivers", "Records", "Construction", "Positions", "Terminations", "Disclosures", "Anti-Corruption Laws", "Binding Effects", "Transactions With Affiliates", "Applicable Laws", "Authorizations", "Amendments", "Severability"], "gold": ["Severability"]}
+{"input": "By this section, and by the applicable portions of Section 12 , Landlord and Tenant intend that the risk of loss or damages as described shall be borne by responsible insurance carriers to the extent provided.", "references": ["Records", "Qualifications", "Agreements", "Compliance With Laws", "Existence", "Terminations", "Remedies", "Death", "Forfeitures", "Assignments", "Consents", "Waiver Of Jury Trials", "Closings", "Confidentiality", "Binding Effects", "Participations", "Financial Statements", "Governing Laws", "Integration", "Counterparts", "Powers", "Assigns", "Arbitration", "Fees", "Submission To Jurisdiction", "Anti-Corruption Laws", "Authority", "Entire Agreements", "Titles", "Costs", "Insurances"], "gold": ["Insurances"]}
+{"input": "During the Term, the Bank shall pay to Executive base salary at the rate of U.S. $282,000 per year (\u201c Base Salary \u201d), less normal withholdings, payable in approximately equal bi-weekly or other installments (no less frequently than monthly) as are or become customary under the Bank\u2019s payroll practices for its Executives from time to time. The Bank shall review Executive\u2019s Base Salary annually and may increase or, but only with Executive\u2019s consent, decrease Executive\u2019s Base Salary from year to year. Such adjusted salary then shall become Executive\u2019s Base Salary for purposes of this Agreement. The Base Salary shall be apportioned between the Holding Company and the Bank in accordance with the Management Service Agreement dated as of April\u00a021, 2016 (the \u201c Management Service Agreement \u201d), as such agreement may be amended from time to time.", "references": ["Effectiveness", "Terminations", "Entire Agreements", "Arbitration", "Tax Withholdings", "Counterparts", "Definitions", "Defined Terms", "Agreements", "Governing Laws", "Sales", "Authority", "Liens", "Expenses", "Authorizations", "Successors", "Waiver Of Jury Trials", "Litigations", "Duties", "Financial Statements", "Indemnity", "Transactions With Affiliates", "Capitalization", "Employment", "Jurisdictions", "Organizations", "Consents", "General", "Solvency", "Disclosures", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "It is intended that this Award, and any securities issued pursuant to this Award, will comply with all provisions of federal and applicable state securities laws.", "references": ["Liens", "Integration", "Powers", "Solvency", "Entire Agreements", "Consents", "Vacations", "Titles", "Brokers", "Defined Terms", "Terms", "Insurances", "Venues", "Books", "Disability", "Governing Laws", "Confidentiality", "Effectiveness", "Participations", "No Waivers", "Transactions With Affiliates", "No Conflicts", "Erisa", "Costs", "Employment", "Subsidiaries", "Forfeitures", "Construction", "Severability", "Submission To Jurisdiction", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "There will have been no misrepresentations by Borrower, its Affiliates or any of their employees and/or selling agents to any Purchaser or Agent or any Lender as to the Amenities or services available at the Project with respect to the amount of the common expenses or other charges to be paid by a Purchaser or with respect to any other matter relating to the Project, any Timeshare Interest, the Note, the Mortgage, or any other aspect of the sale or the financing thereof.", "references": ["Arbitration", "Costs", "Assignments", "Base Salary", "Headings", "Adjustments", "Death", "Brokers", "Remedies", "Financial Statements", "Submission To Jurisdiction", "Effective Dates", "Indemnity", "Interpretations", "Terminations", "Effectiveness", "Notices", "Insurances", "Assigns", "Modifications", "Enforceability", "Withholdings", "Intellectual Property", "Vesting", "Entire Agreements", "Employment", "Participations", "Warranties", "No Waivers", "Binding Effects", "Representations"], "gold": ["Representations"]}
+{"input": "The covenants, agreements and obligations herein contained, except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties here to and their respective personal representatives, heirs, successors and assigns of Tenant (but in the case of assigns only to the extent that assignment is permitted hereunder). No third party, other than such successors and assigns, shall be entitled to enforce any or all of the terms of this Lease or shall have rights hereunder whatsoever. The submission of this document for examination does not constitute an offer to lease, or a reservation of, or option for, the Premises and this document becomes effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. Tenant confirms that Landlord has made no representations or promises with respect to the Premises or the making or entry into of this Lease except as are expressly set forth herein, and agrees that no claim or liability shall be asserted by Tenant against Landlord for, and Landlord shall not be liable by reason of breach of any representations or promises not expressly stated in this Lease. This Lease can be modified or altered only by agreement in writing between Landlord and Tenant.", "references": ["Terms", "Insurances", "Capitalization", "Confidentiality", "Specific Performance", "Arbitration", "Solvency", "Vacations", "Terminations", "Defined Terms", "Compliance With Laws", "Construction", "Sanctions", "Publicity", "Closings", "Costs", "Powers", "Qualifications", "No Waivers", "Fees", "Modifications", "Submission To Jurisdiction", "Enforcements", "Warranties", "Survival", "Jurisdictions", "Expenses", "Effective Dates", "Effectiveness", "Vesting", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.", "references": ["Warranties", "Venues", "Modifications", "Sanctions", "Sales", "Survival", "Costs", "Integration", "Authorizations", "Indemnifications", "Use Of Proceeds", "Submission To Jurisdiction", "Enforceability", "Counterparts", "Publicity", "Capitalization", "Consents", "Qualifications", "Employment", "Positions", "Assignments", "Indemnity", "Representations", "Successors", "Jurisdictions", "Powers", "Amendments", "Governing Laws", "Releases", "Liens", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "This Agreement may be amended or modified only by a writing signed by Pledgor and Secured Parties. No waiver or consent granted by Secured Parties in respect of this Agreement shall be binding upon Secured Parties unless specifically granted in writing, which writing shall be strictly construed.", "references": ["Authority", "Entire Agreements", "Venues", "Payments", "Confidentiality", "Submission To Jurisdiction", "Consents", "Employment", "Effective Dates", "Terms", "Construction", "Approvals", "Titles", "Interests", "Non-Disparagement", "Forfeitures", "Assignments", "Assigns", "Remedies", "Jurisdictions", "Financial Statements", "Successors", "Death", "Headings", "Representations", "Notices", "Use Of Proceeds", "Liens", "No Defaults", "Warranties", "Modifications"], "gold": ["Modifications"]}
+{"input": "This letter shall be governed by, and construed in accordance with, the law of the State of NEW YORK.", "references": ["Fees", "Disclosures", "Indemnity", "Qualifications", "Terminations", "Taxes", "Interpretations", "Anti-Corruption Laws", "Approvals", "Notices", "Change In Control", "No Conflicts", "Costs", "Assigns", "Enforceability", "Titles", "Successors", "Construction", "Cooperation", "Subsidiaries", "Integration", "Modifications", "Death", "General", "Definitions", "Remedies", "Compliance With Laws", "Insurances", "Arbitration", "Waiver Of Jury Trials", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is executed in writing by all Parties. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.", "references": ["Sanctions", "Insurances", "Waiver Of Jury Trials", "Benefits", "No Waivers", "Costs", "Confidentiality", "Miscellaneous", "Intellectual Property", "Death", "Successors", "Sales", "Assignments", "Brokers", "Releases", "Cooperation", "Existence", "Definitions", "Expenses", "Vacations", "Terms", "Solvency", "Qualifications", "Effective Dates", "Terminations", "Survival", "Applicable Laws", "No Conflicts", "Assigns", "Construction", "Amendments"], "gold": ["Amendments"]}
+{"input": "Executive agrees that he will cooperate with the Company and/or any Releasee and its or their respective counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during Executive\u2019s employment in which he was involved or of which he has knowledge. Such cooperation includes, but not limited to, the execution of truthful affidavits or documents, testifying truthfully, or providing truthful information requested by the Company. The Company agrees that, should a matter have a potential to become adverse between the Company and the Executive in either party\u2019s good faith reasonable belief, the Executive is permitted to retain separate legal counsel of his choice in connection with providing such cooperation, and the Company agrees to advance legal expenses to Executive\u2019s chosen counsel. The Company also agrees to reimburse Executive for any reasonable out of pocket expenses, including travel, meal or lodging costs as a result of such cooperation. Executive further agrees that in the event he is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to his employment by the Company and/or its affiliates, Executive will give prompt notice of such request to JetBlue Airways Corporation, 27-01 Queens Plaza North, Long Island City, New York 11101, Attention: General Counsel, and will make no disclosure until the Company and/or such affiliates have had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. Executive agrees that in providing such services, Executive will be serving as an attorney for the Company, and that any communications between the Company (or any of its counsel) and Executive shall be subject to the attorney-client and attorney work product privilege. Executive acknowledges that he has no right or authority to waive any attorney-client or attorney work product privilege belonging to the Company and/or any of its affiliates, and that he shall not provide any information in violation of such privileges. Executive further agrees that he shall not meet or otherwise communicate with any counter-party or any representative of any counter party to any litigation in which the Company (or any of its officers or directors) is a party, whether or not nominal, without the prior written consent of the Company.", "references": ["Transactions With Affiliates", "Duties", "Counterparts", "Publicity", "Effective Dates", "Arbitration", "Defined Terms", "Compliance With Laws", "Solvency", "Terms", "Authorizations", "Definitions", "Change In Control", "Organizations", "Taxes", "Authority", "Titles", "Qualifications", "Records", "Consent To Jurisdiction", "Subsidiaries", "Venues", "Waivers", "Use Of Proceeds", "Capitalization", "Payments", "Tax Withholdings", "Costs", "Indemnifications", "Powers", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Promissory Note has been delivered in the State of New York and is to be construed and enforced according to, and governed by, the laws of the State of New York without respect to otherwise applicable rules or principles of conflict of laws.", "references": ["Litigations", "Vesting", "Disability", "Successors", "Compliance With Laws", "Capitalization", "Applicable Laws", "Effective Dates", "Indemnity", "Records", "Enforceability", "Vacations", "Insurances", "No Defaults", "Waivers", "Consent To Jurisdiction", "Organizations", "Costs", "No Conflicts", "Definitions", "Counterparts", "Books", "Closings", "Taxes", "Erisa", "Further Assurances", "Venues", "Powers", "Remedies", "Payments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Borrower and its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property, except, in each case, where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Entire Agreements", "Change In Control", "Indemnifications", "Consents", "Consent To Jurisdiction", "Fees", "No Waivers", "Definitions", "Vesting", "Anti-Corruption Laws", "Interpretations", "Assignments", "Disclosures", "Remedies", "Tax Withholdings", "Use Of Proceeds", "Subsidiaries", "Waiver Of Jury Trials", "Expenses", "Effectiveness", "Taxes", "Records", "Adjustments", "Death", "Erisa", "Approvals", "Successors", "Arbitration", "Agreements", "Jurisdictions", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY RELEVANT MATTER, INCLUDING THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.", "references": ["Vacations", "Specific Performance", "Warranties", "Transactions With Affiliates", "Books", "Publicity", "Interpretations", "General", "Representations", "Payments", "Amendments", "Organizations", "Indemnity", "Existence", "Waivers", "Anti-Corruption Laws", "Participations", "Approvals", "Financial Statements", "Non-Disparagement", "Duties", "Erisa", "Notices", "Assignments", "Base Salary", "Terminations", "Binding Effects", "Miscellaneous", "Terms", "Death", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A)\u00a0ARISING UNDER THIS AGREEMENT OR (B)\u00a0IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.", "references": ["Capitalization", "Financial Statements", "Adjustments", "Assignments", "Death", "Miscellaneous", "Intellectual Property", "Amendments", "Agreements", "Jurisdictions", "Assigns", "Withholdings", "Participations", "Interests", "Taxes", "Benefits", "Vacations", "Construction", "Representations", "Solvency", "Counterparts", "Qualifications", "Applicable Laws", "Change In Control", "Authorizations", "Waivers", "Effectiveness", "Use Of Proceeds", "Confidentiality", "Survival", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "There are no Proceedings pending or, to Seller\u2019s Knowledge, threatened against or affecting Seller or otherwise with respect to the Business or the Purchased Assets at law or in equity. Neither Seller nor the Business is subject to any outstanding order, judgment or decree issued by any Governmental Authority.", "references": ["Indemnifications", "Authority", "Notices", "Binding Effects", "Governing Laws", "Definitions", "Expenses", "Adjustments", "Effective Dates", "Sales", "No Waivers", "Use Of Proceeds", "Non-Disparagement", "Brokers", "Costs", "Assignments", "Construction", "Interpretations", "Solvency", "Erisa", "Terms", "Insurances", "Severability", "Tax Withholdings", "Entire Agreements", "Releases", "Enforcements", "Cooperation", "Sanctions", "Assigns", "Litigations"], "gold": ["Litigations"]}
+{"input": "On the Closing Date, after giving effect to the Transactions, Holdings, the Borrower and the Restricted Subsidiaries are, on a consolidated basis, Solvent.", "references": ["Amendments", "Powers", "Authority", "Duties", "Payments", "Non-Disparagement", "Financial Statements", "Liens", "Tax Withholdings", "Base Salary", "Remedies", "Capitalization", "Withholdings", "Anti-Corruption Laws", "Governing Laws", "Fees", "Submission To Jurisdiction", "Vacations", "Closings", "Further Assurances", "Assigns", "Brokers", "Use Of Proceeds", "Effective Dates", "Sanctions", "Vesting", "Confidentiality", "Waivers", "Insurances", "Cooperation", "Solvency"], "gold": ["Solvency"]}
+{"input": "Neither the execution, delivery and performance of the Transaction Documents by the Credit Parties party thereto, nor the consummation by the Credit Parties of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will (i) result in a violation of any Credit Party\u2019s or any Subsidiary\u2019s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing or constitutional documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party or any of their Subsidiaries; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Consumer Loan Agreement or any other agreement, indenture or instrument to which any Credit Party or any of their Subsidiaries is a party; (iii) result in any \u201cprice reset\u201d or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party or any of their Subsidiaries; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, (A) any Environmental Laws, (B) any Requirements or (C) any federal or state securities laws).", "references": ["Notices", "No Waivers", "Duties", "Applicable Laws", "Books", "Venues", "Liens", "Authorizations", "Interests", "Indemnifications", "Submission To Jurisdiction", "Vacations", "Releases", "Closings", "Capitalization", "Modifications", "Publicity", "Vesting", "Entire Agreements", "Brokers", "Solvency", "Assigns", "Taxes", "Terminations", "Compliance With Laws", "Anti-Corruption Laws", "Organizations", "Waiver Of Jury Trials", "Non-Disparagement", "General", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Each Seller and each of the Company Entities has all necessary power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by such Seller, as applicable, in connection with the consummation of the transactions contemplated by this Agreement (collectively, the \u201c Seller Documents \u201d), and to perform its obligations hereunder to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Seller Documents, the performance by each of the Company Entities and each Seller of its obligations hereunder and thereunder, and the consummation by each of the Company Entities and each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and each of the Company Entities. This Agreement and each of the Seller Documents have been duly and validly executed and delivered by each of the Company Entities and each Seller and (assuming the valid execution and delivery by each other party thereto) constitute legal, valid and binding obligations of each of the Company Entities and each Seller, each enforceable against each of the Company Entities and each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors\u2019 rights and general principles of equity affecting the availability of specific performance and other equitable remedies.", "references": ["Warranties", "Intellectual Property", "Vesting", "Binding Effects", "Terminations", "Agreements", "Confidentiality", "Effective Dates", "General", "Severability", "Compliance With Laws", "Interests", "Death", "Releases", "Non-Disparagement", "Subsidiaries", "Transactions With Affiliates", "Sales", "Existence", "Defined Terms", "Solvency", "Publicity", "Arbitration", "Survival", "Change In Control", "Financial Statements", "Liens", "Counterparts", "Indemnifications", "Construction", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.", "references": ["Adjustments", "Terms", "Solvency", "Arbitration", "Expenses", "Benefits", "Consent To Jurisdiction", "Approvals", "Tax Withholdings", "Consents", "No Conflicts", "Entire Agreements", "Waivers", "Enforceability", "Indemnifications", "Death", "Duties", "Amendments", "Counterparts", "Modifications", "Indemnity", "Remedies", "Anti-Corruption Laws", "Financial Statements", "Miscellaneous", "Disability", "Authorizations", "Non-Disparagement", "Brokers", "Erisa", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement will be governed by and construed in accordance with the laws of the State of New York. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section\u00a05.6 shall be deemed effective service of process on such party.", "references": ["Tax Withholdings", "No Conflicts", "Change In Control", "Jurisdictions", "Miscellaneous", "Specific Performance", "Records", "Liens", "Effectiveness", "Fees", "Interests", "Publicity", "Financial Statements", "Disability", "Disclosures", "Anti-Corruption Laws", "Definitions", "Applicable Laws", "Remedies", "Headings", "Participations", "Non-Disparagement", "Terminations", "Construction", "Arbitration", "General", "Survival", "Authorizations", "Organizations", "Base Salary", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "IT IS MUTUALLY AGREED BY AND BETWEEN THE ASSIGNOR AND THE ASSIGNEE THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS ASSIGNMENT.", "references": ["Sales", "No Conflicts", "Assignments", "Withholdings", "Books", "Vesting", "Sanctions", "Existence", "Terminations", "Authority", "Payments", "Successors", "Modifications", "Litigations", "Construction", "Expenses", "Authorizations", "Enforcements", "Erisa", "Governing Laws", "Positions", "Closings", "Adjustments", "Miscellaneous", "Remedies", "Integration", "Organizations", "Non-Disparagement", "Forfeitures", "Binding Effects", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Beneficiary Award will be paid as soon as administratively practicable but in no event later than the last day of the second full calendar month following the Participant\u2019s death.", "references": ["Terms", "Cooperation", "Liens", "Transactions With Affiliates", "Representations", "Expenses", "Defined Terms", "Change In Control", "Arbitration", "Enforcements", "Erisa", "Indemnity", "Waiver Of Jury Trials", "Headings", "Intellectual Property", "Taxes", "Titles", "Binding Effects", "Interpretations", "Amendments", "Brokers", "Withholdings", "Disability", "Books", "Submission To Jurisdiction", "Survival", "Anti-Corruption Laws", "Participations", "Counterparts", "No Waivers", "Death"], "gold": ["Death"]}
+{"input": "The execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its Certificate of Incorporation or organizational document or By-laws or (ii) conflict with, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Guarantor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Guarantor is subject (including Federal and State securities laws and regulations), or by which any material property or asset of the Guarantor is bound or affected, except in the case of each of clauses (ii) and (iii), such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business of the Guarantor is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, do not have a Material Adverse Effect.", "references": ["Further Assurances", "Taxes", "Books", "Counterparts", "Insurances", "Interpretations", "Disability", "Brokers", "Base Salary", "Consents", "Modifications", "Use Of Proceeds", "Indemnifications", "Change In Control", "Fees", "Adjustments", "Vacations", "Subsidiaries", "Participations", "Warranties", "Death", "Terminations", "Anti-Corruption Laws", "No Defaults", "Organizations", "Successors", "Benefits", "Enforcements", "Submission To Jurisdiction", "Jurisdictions", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The exercise in good faith of all discretion conferred upon Manager pursuant to the terms of this Agreement shall be binding upon each of the Insured Entities.", "references": ["Venues", "Brokers", "Authority", "Qualifications", "Intellectual Property", "Existence", "Change In Control", "Defined Terms", "Adjustments", "Applicable Laws", "Non-Disparagement", "Remedies", "Representations", "Integration", "Subsidiaries", "Taxes", "Construction", "Erisa", "Interpretations", "Death", "Successors", "Warranties", "Forfeitures", "Approvals", "Miscellaneous", "Interests", "Benefits", "Severability", "Powers", "Vesting", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Administrative Agent shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained, other than any filings or recordings to be made by the Administrative Agent with respect to Liens.", "references": ["Use Of Proceeds", "Adjustments", "General", "Vacations", "Solvency", "Cooperation", "Erisa", "Remedies", "Specific Performance", "Assignments", "Publicity", "Interests", "Participations", "Indemnifications", "Terminations", "Enforcements", "Successors", "Litigations", "Construction", "Compliance With Laws", "Disclosures", "Sales", "Disability", "Brokers", "Books", "No Conflicts", "Vesting", "Counterparts", "Transactions With Affiliates", "Survival", "Consents"], "gold": ["Consents"]}
+{"input": "The term of this Agreement shall be for a period of one year and shall be automatically extended for additional one-year terms on the same conditions as set forth herein unless earlier terminated as provided for in Section 17.", "references": ["Financial Statements", "Governing Laws", "Non-Disparagement", "Existence", "Confidentiality", "Interpretations", "Sanctions", "Publicity", "Amendments", "Indemnity", "Approvals", "Integration", "Death", "Adjustments", "No Waivers", "Base Salary", "Arbitration", "Anti-Corruption Laws", "Agreements", "Insurances", "Miscellaneous", "Subsidiaries", "Construction", "Further Assurances", "Consent To Jurisdiction", "Survival", "Vacations", "Enforcements", "Definitions", "Representations", "Terms"], "gold": ["Terms"]}
+{"input": "Executive shall be entitled to coverage under such directors and officers liability insurance policies maintained from time to time by the Company, Bank or any subsidiary for the benefit of its directors and officers. The Company shall indemnify and hold Executive harmless, to the fullest extent permitted by the laws of the State of Delaware, from and against all costs, charges and expenses (including reasonable attorneys\u2019 fees), and shall provide for the advancement of expenses incurred or sustained in connection with any action, suit or proceeding to which the Executive or his legal representatives may be made a party by reason of the Executive\u2019s being or having been a director, officer or employee of the Company, Bank or any of its affiliates or employee benefit plans. The provisions of this Paragraph 16 shall not be deemed exclusive of any other rights to which the Executive seeking indemnification may have under any by-law, agreement, vote of stockholders or directors, or otherwise.", "references": ["Positions", "Governing Laws", "Vacations", "Authority", "Anti-Corruption Laws", "Non-Disparagement", "Records", "Erisa", "Effective Dates", "Specific Performance", "Defined Terms", "Vesting", "Titles", "Subsidiaries", "Participations", "Enforceability", "Adjustments", "Interpretations", "Construction", "Consent To Jurisdiction", "Modifications", "Books", "Miscellaneous", "Waiver Of Jury Trials", "Transactions With Affiliates", "Successors", "Closings", "Withholdings", "General", "Confidentiality", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Tenant, at its cost, shall maintain fire and extended coverage property insurance on the building for replacement value, public liability, and property damage insurance w ith a liability limit of $5,000,000 combined single limit insuring against all liability of Tenant and its authorized representativ e s arising out of and in connection with Tenant's use or occupancy o f Premises. All public liability insurance and property damage insurance shall insure performance by Tenant of the indemnity provisions of Section 10 . Both parti es and mortgagees s hall be named as additional insureds, and th e poli cy s hall contain cross\u00ad liability endorsements.", "references": ["Tax Withholdings", "Integration", "Remedies", "Terms", "Litigations", "Subsidiaries", "Authority", "Submission To Jurisdiction", "Intellectual Property", "Indemnity", "Severability", "Counterparts", "Benefits", "Payments", "Change In Control", "Enforcements", "No Waivers", "Sales", "Records", "Existence", "Anti-Corruption Laws", "Terminations", "Warranties", "Taxes", "Confidentiality", "Assignments", "Agreements", "Entire Agreements", "Effective Dates", "Applicable Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at Agent\u2019s Office in Dollars and in immediately available funds not later than 12:00\u00a0noon on the date specified herein. Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by Agent after 12:00\u00a0noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Agreements", "Effective Dates", "No Waivers", "Terms", "Consents", "Sanctions", "Fees", "Solvency", "Employment", "Approvals", "Warranties", "Payments", "Specific Performance", "Liens", "Releases", "Venues", "Compliance With Laws", "Notices", "Forfeitures", "Applicable Laws", "Change In Control", "Capitalization", "Cooperation", "No Conflicts", "Consent To Jurisdiction", "Definitions", "Governing Laws", "Remedies", "Jurisdictions", "Base Salary", "General"], "gold": ["General"]}
+{"input": "Each Loan Party will, and will cause each of its Restricted Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all material Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that (a) the validity of such governmental assessment or tax is the subject of a Permitted Protest or (b) the failure to pay such governmental assessment or Tax could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Benefits", "Disability", "Vesting", "Participations", "Qualifications", "Existence", "Successors", "Waiver Of Jury Trials", "Use Of Proceeds", "Cooperation", "Insurances", "Terminations", "Interpretations", "Tax Withholdings", "Headings", "Further Assurances", "Compliance With Laws", "No Defaults", "Governing Laws", "Liens", "Specific Performance", "Integration", "Sales", "Severability", "Costs", "Warranties", "No Conflicts", "Defined Terms", "Expenses", "Venues", "Taxes"], "gold": ["Taxes"]}
+{"input": "By accepting the Option, the Optionee acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable Tax-Related Items associated with the exercise of the Option, the receipt of any dividends and the sale of shares of Common Stock acquired under the Plan.", "references": ["Payments", "Vesting", "Waiver Of Jury Trials", "Confidentiality", "Interests", "Publicity", "Forfeitures", "Change In Control", "Defined Terms", "Employment", "Further Assurances", "Construction", "Participations", "Costs", "Amendments", "Representations", "Qualifications", "Specific Performance", "Positions", "Litigations", "Survival", "Indemnifications", "Liens", "Submission To Jurisdiction", "Assigns", "Organizations", "Effective Dates", "Taxes", "Consent To Jurisdiction", "Approvals", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Subject to the provisions and time limits of Section 38.7, any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by three arbitrators, of whom each Party shall designate one in accordance with Rule 5.1. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. \u00a7\u00a7 1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The place of the arbitration shall be Atlanta, Georgia. The arbitration shall consider the Contract Claim(s) involved de novo , provided that the applicable DRB Determination(s) respecting such Contract Claim(s) shall be admissible in evidence and given such weight as the arbitrators may determine.", "references": ["Governing Laws", "Remedies", "Liens", "Positions", "Capitalization", "Headings", "Consents", "Sanctions", "Base Salary", "Effective Dates", "Severability", "Approvals", "Transactions With Affiliates", "Subsidiaries", "Taxes", "Venues", "Vesting", "Change In Control", "Authorizations", "No Defaults", "Participations", "Adjustments", "Terms", "Jurisdictions", "Survival", "Tax Withholdings", "General", "Brokers", "Defined Terms", "Submission To Jurisdiction", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement contains the full and complete understanding of the parties hereto with respect to the subject matter contained herein and, unless specifically provided herein, this Agreement supersedes and replaces any prior agreement, either oral or written, which Employee may have with Company that relates generally to the same subject matter.", "references": ["Arbitration", "Use Of Proceeds", "Warranties", "Counterparts", "Existence", "Authority", "No Conflicts", "Definitions", "Interests", "Base Salary", "Amendments", "Governing Laws", "No Waivers", "Brokers", "General", "Approvals", "Survival", "Terminations", "Waiver Of Jury Trials", "Enforceability", "Vacations", "Integration", "Change In Control", "Positions", "Venues", "Solvency", "Consents", "Further Assurances", "Agreements", "Tax Withholdings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "There is no litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of such US Equityholder, threatened in writing against such US Equityholder, nor is such US Equityholder subject to any outstanding order, writ, judgment, injunction or decree that, in any case, would (a)\u00a0prevent, hinder or materially delay the consummation of the Purchase of such US Equityholder\u2019s Common Shares or (b)\u00a0otherwise prevent, hinder or materially delay performance by such Equityholder of any of its, his or her obligations under this Agreement or any Related Agreement to which such US Equityholder is a party.", "references": ["Arbitration", "Adjustments", "Definitions", "Sales", "Brokers", "Vacations", "Remedies", "Financial Statements", "Death", "Authority", "Costs", "Entire Agreements", "Terms", "Waiver Of Jury Trials", "Enforcements", "Records", "Notices", "Defined Terms", "No Waivers", "Liens", "Non-Disparagement", "Duties", "Assignments", "Representations", "Headings", "Insurances", "Change In Control", "Taxes", "Survival", "Assigns", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement and the Plan contain the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless in writing and signed by the parties hereto. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Participant, acquire any rights hereunder in accordance with this Agreement or the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Participant hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Compensation Committee of the Company\u2019s Board of Directors (the \u201c Committee \u201d) for review, as provided for in the Plan. The resolution of such a dispute by the Committee shall be binding on the Company and the Participant. This Agreement may be signed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.", "references": ["Confidentiality", "Assignments", "Solvency", "Binding Effects", "Consents", "Definitions", "Venues", "Cooperation", "Adjustments", "Applicable Laws", "Use Of Proceeds", "Assigns", "Waivers", "Terminations", "Notices", "Interests", "Erisa", "Closings", "Waiver Of Jury Trials", "Compliance With Laws", "Titles", "Liens", "Existence", "Indemnity", "Releases", "Defined Terms", "No Defaults", "Capitalization", "Further Assurances", "Authorizations", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the New Jersey, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the federal courts located within New Jersey, with respect to any controversy, dispute, or claim arising out of or relating to this Agreement.", "references": ["Interests", "Confidentiality", "Authorizations", "Expenses", "Vacations", "Releases", "Modifications", "No Defaults", "Books", "Venues", "Death", "Remedies", "Enforcements", "Forfeitures", "Intellectual Property", "Consent To Jurisdiction", "Withholdings", "Representations", "Payments", "Terms", "Construction", "Records", "No Waivers", "Erisa", "Publicity", "Arbitration", "Capitalization", "Benefits", "Further Assurances", "Successors", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified; (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Investor at the address set forth on the books and records of the Company or at such other place as may be designated by the Investor in writing to the Company in accordance with the provisions of this Section 13, and to the Company at the Company\u2019s principal place of business, or to such e-mail address, facsimile number or address as subsequently modified by written notice in accordance with the provisions of this Section 13.", "references": ["Anti-Corruption Laws", "Amendments", "Insurances", "Capitalization", "Binding Effects", "Miscellaneous", "Forfeitures", "Powers", "Enforcements", "No Waivers", "Interpretations", "Existence", "Arbitration", "Payments", "Transactions With Affiliates", "Applicable Laws", "Enforceability", "General", "Publicity", "Indemnifications", "Intellectual Property", "Agreements", "Sales", "Definitions", "Organizations", "Authority", "Adjustments", "Disclosures", "Representations", "Sanctions", "Notices"], "gold": ["Notices"]}
+{"input": "Except as otherwise expressly provided in Section 3.01 , all payments to be made by any Loan Party shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.\u00a0\u00a0Except as otherwise expressly provided herein, all payments by any Loan Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.\u00a0\u00a0The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) in respect of the relevant Facility of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office.\u00a0\u00a0All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.\u00a0\u00a0If any payment to be made by any Loan Party shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Brokers", "Cooperation", "Death", "Duties", "Intellectual Property", "Enforceability", "Remedies", "Subsidiaries", "Terminations", "Effective Dates", "Sales", "Amendments", "Adjustments", "Submission To Jurisdiction", "Insurances", "Change In Control", "Books", "Indemnifications", "Liens", "Non-Disparagement", "Assigns", "Consents", "Waivers", "Notices", "Qualifications", "Solvency", "Headings", "No Defaults", "Capitalization", "Releases", "General"], "gold": ["General"]}
+{"input": "The Award Notice and the Plan are incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement, the Award Notice and the Plan 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 the Holder with respect to the subject matter hereof, and may not be modified if such modification is materially adverse to the Holder\u2019s interest except by means of a writing signed by the Company and the Holder.", "references": ["Effective Dates", "Interpretations", "Transactions With Affiliates", "Interests", "Consent To Jurisdiction", "Binding Effects", "Non-Disparagement", "Amendments", "Sales", "No Defaults", "Qualifications", "Costs", "General", "Fees", "Waiver Of Jury Trials", "Specific Performance", "Further Assurances", "Powers", "Enforcements", "Approvals", "Vacations", "Terms", "Enforceability", "Forfeitures", "Effectiveness", "Intellectual Property", "Modifications", "No Waivers", "Erisa", "Disability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "In view of the substantial harm which will result from the breach by Executive of any of the covenants contained in Section\u00a05 the parties agree that such covenants shall be enforced to the fullest extent permitted by law. Accordingly, if, in any judicial proceeding, a court shall determine that such covenants are unenforceable because they cover too extensive a geographic area or survive for too long a period of time, or for any other reason, then the parties intend that such covenants shall be deemed to cover such maximum geographic area and maximum period of time and shall otherwise be deemed to be limited in such manner as will permit enforceability by such court. If any term or provision of this Agreement or the application thereof to any circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application to other persons and circumstances shall not be affected thereby and each term and provision hereof shall be enforced to the fullest extent permitted by law.", "references": ["Base Salary", "Powers", "Consents", "Sales", "Insurances", "Miscellaneous", "Construction", "Change In Control", "Remedies", "Assigns", "Existence", "Agreements", "Disability", "Assignments", "Terms", "Confidentiality", "Sanctions", "Authorizations", "Binding Effects", "Titles", "Entire Agreements", "Counterparts", "Integration", "Releases", "Death", "Books", "Records", "Definitions", "No Conflicts", "Consent To Jurisdiction", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Employee understands and agrees that, at the time any tax withholding obligation arises in connection with (i) a Share issuance, (ii) Retirement-eligibility, or (iii) an RSU Vesting, Company may withhold, in Shares if Company requires or a valid election applies under this Section 4 or in cash from payroll or other amounts Company owes or will owe Employee, any applicable withholding, payroll and other required tax amounts due upon Vesting, issuance of Shares, Retirement-eligibility, or any other applicable event. Tax Withholding may be made by any means permitted under the Plan, as approved by the Committee, and as permitted under the law. The valuation of the RSUs, and any Shares that Company may issue attributable to Vested RSUs, for tax and other purposes shall be as set forth in the Rules and in applicable laws and regulations (\"Valuation Rules\"). In the absence of the satisfaction of tax obligations, Company may refuse to issue the Shares.", "references": ["Sanctions", "Notices", "Binding Effects", "Releases", "Powers", "Successors", "Jurisdictions", "Interests", "Adjustments", "Survival", "Anti-Corruption Laws", "Enforceability", "Assigns", "Non-Disparagement", "Consent To Jurisdiction", "Organizations", "No Defaults", "Brokers", "Employment", "Indemnity", "Litigations", "Books", "Further Assurances", "Indemnifications", "Financial Statements", "Representations", "Benefits", "Use Of Proceeds", "Expenses", "Agreements", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Company has: (i) timely filed or will file with the appropriate taxing authorities all tax returns required to be filed by or with respect to its business, or is properly on extension and all such duly filed tax returns are true, correct and complete in all material respects; and (ii) timely paid in full or made adequate provisions for on its balance sheet (in accordance with GAAP) all taxes shown to be due on such tax returns. There are no liens for taxes upon the assets of the Company except for statutory liens for current taxes not yet due and payable or which may thereafter be paid without penalty or are being contested in good faith. The Company has not received any notice of audit, is not undergoing any audit of its tax returns, and has not received any notice of deficiency or assessment from any taxing authority with respect to liability for taxes which has not been fully paid or finally settled. There have been no waivers of statutes of limitations by the Company with respect to any tax returns. The Company has not filed a request with any taxing authority for changes in accounting methods within the last three years which change would affect the accounting for tax purposes, directly or indirectly, of its business. The Company has not executed an extension or waiver of any statute of limitations on the assessment or collection of any taxes due that is currently in effect.", "references": ["No Waivers", "Entire Agreements", "Defined Terms", "Disclosures", "Disability", "Releases", "Records", "Applicable Laws", "Base Salary", "Expenses", "Capitalization", "Solvency", "Tax Withholdings", "Agreements", "Effectiveness", "Benefits", "Modifications", "Successors", "Adjustments", "Subsidiaries", "Specific Performance", "Enforceability", "Intellectual Property", "No Conflicts", "Headings", "Interpretations", "Liens", "Binding Effects", "Change In Control", "Publicity", "Taxes"], "gold": ["Taxes"]}
+{"input": "(a)\u00a0As of the Closing 2018 Refinancing Amendment Effective Date, neither the no Loan Parties nor any of their Subsidiaries Party owns any Real Property with a value in excess of $5,000,000 . Each Loan Party and each of its Restricted Subsidiaries has a valid leasehold interest in, all real property necessary or used in the ordinary conduct of its business, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Forfeitures", "Disclosures", "Severability", "Capitalization", "Sanctions", "Taxes", "Warranties", "Indemnity", "Brokers", "Representations", "Vesting", "Authorizations", "Definitions", "No Conflicts", "Authority", "Arbitration", "Compliance With Laws", "Governing Laws", "Benefits", "Headings", "Submission To Jurisdiction", "Agreements", "Consent To Jurisdiction", "Further Assurances", "Change In Control", "Employment", "Existence", "General", "Sales", "Solvency", "Liens"], "gold": ["Liens"]}
+{"input": "I agree that during the Employment Period, and at all times thereafter, I will not make any disparaging or defamatory comments regarding any member of the Company Group or its respective current or former directors, officers, employees or shareholders in any respect or make any comments concerning any aspect of my relationship with any member of the Company Group or any conduct or events which precipitated any termination of my employment from any member of the Company Group. However, my obligations under this subparagraph (d) shall not apply to disclosures required by applicable law, regulation, or order of a court or governmental agency.", "references": ["Existence", "Sanctions", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Vesting", "Fees", "Indemnifications", "Transactions With Affiliates", "Subsidiaries", "Financial Statements", "Erisa", "Authorizations", "Miscellaneous", "Releases", "Death", "Anti-Corruption Laws", "Authority", "Notices", "Base Salary", "Approvals", "Disability", "Severability", "Assignments", "Entire Agreements", "Effectiveness", "Effective Dates", "Capitalization", "Defined Terms", "Headings", "Sales", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Positions", "General", "Approvals", "Sanctions", "Indemnity", "Books", "Counterparts", "Base Salary", "Sales", "Terms", "Employment", "Forfeitures", "Modifications", "Further Assurances", "Non-Disparagement", "Withholdings", "Effectiveness", "Authorizations", "Fees", "Waivers", "Adjustments", "Amendments", "Enforcements", "Enforceability", "No Conflicts", "Entire Agreements", "Financial Statements", "Anti-Corruption Laws", "Severability", "Representations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Except as set forth on Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) which (i)\u00a0adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)\u00a0could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the Company\u2019s knowledge, any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Participations", "Terms", "Existence", "Subsidiaries", "Anti-Corruption Laws", "Brokers", "Insurances", "Counterparts", "Consent To Jurisdiction", "Indemnity", "Records", "Change In Control", "Powers", "Indemnifications", "Specific Performance", "Erisa", "Interests", "Interpretations", "Construction", "Severability", "Expenses", "Assigns", "Authorizations", "Waiver Of Jury Trials", "Books", "Sales", "Capitalization", "Compliance With Laws", "Qualifications", "Duties", "Litigations"], "gold": ["Litigations"]}
+{"input": "In the event that any provision of this Agreement is determined by a court to require the Corporation to do or to fail to do any act which is in violation of applicable law, such provision shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Agreement shall be enforceable in accordance with their terms.", "references": ["Terms", "Warranties", "Amendments", "Payments", "Notices", "Further Assurances", "Agreements", "Capitalization", "Financial Statements", "Benefits", "Employment", "Taxes", "Approvals", "Litigations", "Releases", "No Defaults", "Compliance With Laws", "Enforceability", "Transactions With Affiliates", "Authority", "Publicity", "Applicable Laws", "Sanctions", "Adjustments", "Solvency", "Fees", "Miscellaneous", "Venues", "Jurisdictions", "Assignments", "Severability"], "gold": ["Severability"]}
+{"input": "Any controversy or claim arising out of or relating to this Agreement, including any claimed breach of the Agreement, or any other dispute between the Parties of any nature, shall be brought on the Circuit Court for Hillsborough County, Florida, this Court being the sole, exclusive, and mandatory venue and jurisdiction for any disputes between the Parties arising from or relating to this Agreement.\u00a0 If any action is filed, by any Party, relating to a breach of this Agreement and/or enforcement of this Agreement, Executive expressly agrees and consents to jurisdiction in the Circuit Court for Hillsborough County, Florida and waives any claim that the Circuit Court for Hillsborough County, Florida is an inconvenient forum.\u00a0 Should either Party file an action to enforce the terms of this Agreement, the prevailing party in such action shall be awarded reasonable attorneys\u2019 fees and costs incurred in bringing such action, in addition to any other remedies available in law or in equity.", "references": ["Enforceability", "Positions", "Consents", "Solvency", "Fees", "Closings", "Intellectual Property", "Insurances", "Authority", "Tax Withholdings", "Arbitration", "Payments", "Expenses", "Jurisdictions", "Records", "No Defaults", "Use Of Proceeds", "Defined Terms", "Litigations", "No Waivers", "Erisa", "Qualifications", "Indemnity", "Applicable Laws", "Releases", "Non-Disparagement", "Governing Laws", "Liens", "Headings", "Transactions With Affiliates", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Mortgage shall be governed by Chapter 313 and the general maritime law of the United States, and to the extent such laws shall not be applicable, then in accordance with the laws of the State of New York as applied to contracts made, executed and performed within the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of laws provisions.", "references": ["Headings", "Warranties", "Waiver Of Jury Trials", "Cooperation", "Authorizations", "Expenses", "Existence", "Venues", "Waivers", "Non-Disparagement", "Records", "General", "No Conflicts", "Releases", "Death", "Indemnity", "Amendments", "Enforceability", "Change In Control", "Entire Agreements", "Organizations", "Forfeitures", "Interests", "Consent To Jurisdiction", "Subsidiaries", "Solvency", "Miscellaneous", "Severability", "Construction", "Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "I agree that the terms of this Non-Compete Agreement may not be modified except by a written agreement signed by both me and the Company. This Non-Compete Agreement shall not supersede any other restrictive covenants to which I may be subject under an employment contract, benefit program or otherwise, such that the Company may enforce the terms of any and all restrictive covenants to which I am subject. The obligations herein are in addition to and do not limit any obligations arising under applicable statutes and common law.", "references": ["Expenses", "Tax Withholdings", "Definitions", "Governing Laws", "Entire Agreements", "Vacations", "Enforceability", "Litigations", "Warranties", "Interests", "Headings", "Intellectual Property", "Transactions With Affiliates", "Waivers", "No Waivers", "Books", "Titles", "Organizations", "Representations", "Publicity", "Cooperation", "Sales", "Terms", "Insurances", "Waiver Of Jury Trials", "Forfeitures", "Disability", "Closings", "Effective Dates", "Change In Control", "Modifications"], "gold": ["Modifications"]}
+{"input": "This Agreement shall commence on the Effective Date and shall automatically renew for successive one month periods until either Party terminates the Agreement in accordance with the provisions of this Article 3.", "references": ["Waiver Of Jury Trials", "Assignments", "Agreements", "Change In Control", "Confidentiality", "Severability", "Effective Dates", "Entire Agreements", "Compliance With Laws", "Venues", "Indemnity", "Use Of Proceeds", "General", "No Waivers", "Integration", "Base Salary", "Authority", "Remedies", "Erisa", "Books", "Enforceability", "Assigns", "Powers", "Governing Laws", "Applicable Laws", "Effectiveness", "Interpretations", "Disclosures", "Representations", "No Defaults", "Terms"], "gold": ["Terms"]}
+{"input": "This Plan is established under and will be construed according to the laws of the State of Texas.", "references": ["Notices", "Change In Control", "Existence", "Employment", "Remedies", "Anti-Corruption Laws", "Expenses", "Duties", "Insurances", "Benefits", "Assigns", "Binding Effects", "No Conflicts", "Disclosures", "Forfeitures", "Use Of Proceeds", "Financial Statements", "Books", "Costs", "Specific Performance", "Defined Terms", "Taxes", "Compliance With Laws", "Powers", "Sanctions", "Payments", "Venues", "Miscellaneous", "Enforceability", "Death", "Construction"], "gold": ["Construction"]}
+{"input": "For purposes of this Section\u00a05.03, the term \u201capplicable law\u201d includes FATCA.", "references": ["Organizations", "Modifications", "Qualifications", "Intellectual Property", "Miscellaneous", "Effective Dates", "Sanctions", "Change In Control", "Employment", "Arbitration", "Participations", "Headings", "Indemnifications", "Assignments", "Taxes", "Subsidiaries", "Use Of Proceeds", "Litigations", "Indemnity", "Sales", "Withholdings", "Titles", "Counterparts", "Warranties", "Compliance With Laws", "Existence", "Tax Withholdings", "Death", "Forfeitures", "Financial Statements", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Domestic Administrative Agent\u2019s good faith determination that there exists excess Cash Collateral; provided , however , (x) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 9.03 ) and (y) the Person providing Cash Collateral and the applicable L/C Issuer or applicable Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Books", "Enforceability", "Subsidiaries", "Positions", "Jurisdictions", "Erisa", "Employment", "Indemnifications", "Warranties", "Liens", "Agreements", "Disclosures", "Transactions With Affiliates", "Submission To Jurisdiction", "Vacations", "Successors", "Non-Disparagement", "Organizations", "Specific Performance", "Withholdings", "Vesting", "Entire Agreements", "Closings", "Sanctions", "Indemnity", "Forfeitures", "Cooperation", "Counterparts", "Survival", "Arbitration", "Releases"], "gold": ["Releases"]}
+{"input": "Company shall indemnify Executive to the fullest extent permitted by applicable law with regard to Executive\u2019s actions (or inactions) on behalf of the Company; provided , Executive acted in good faith and in a manner Executive reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, Executive had no reasonable cause to believe Executive\u2019s conduct was unlawful. The Company shall also provide Executive with advancement of legal fees and other expenses on a current basis to the fullest extent permitted by law, subject to Executive entering into an agreement with the Company to repay all amounts which may have been advanced to Executive if it is found in a final judgement that Executive was not entitled to indemnification. The Company will maintain directors\u2019 and officers\u2019 liability insurance in amounts and on terms reasonable and customary for similarly situated companies.", "references": ["Construction", "No Conflicts", "Notices", "Duties", "Change In Control", "Definitions", "General", "Taxes", "Remedies", "Arbitration", "Adjustments", "Litigations", "Closings", "Applicable Laws", "Miscellaneous", "Waiver Of Jury Trials", "Sales", "Capitalization", "Vesting", "Headings", "Integration", "Withholdings", "Cooperation", "Defined Terms", "Assigns", "Entire Agreements", "Insurances", "Transactions With Affiliates", "Anti-Corruption Laws", "Forfeitures", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit; provided that no provision in such application shall be deemed effective to the extent such provision contains, provides for, or requires, representations, warranties, covenants, security interests, Liens, indemnities, reimbursements of costs or expenses, events of defaults, remedies, or standards of care or to the extent such provision conflicts or is inconsistent with this Agreement. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the total LC Exposures shall not exceed $750,000,000, (ii) the LC Exposure of such Issuing Bank shall not exceed in the aggregate $125,000,000 at any time, and (iii) the Credit Exposure of such Issuing Bank shall not exceed its Commitment.", "references": ["Qualifications", "Capitalization", "Releases", "Effectiveness", "Waiver Of Jury Trials", "No Defaults", "Waivers", "Solvency", "Subsidiaries", "Powers", "Intellectual Property", "Use Of Proceeds", "Representations", "Costs", "Consents", "Assigns", "Remedies", "Specific Performance", "Arbitration", "Tax Withholdings", "No Waivers", "Entire Agreements", "Erisa", "Agreements", "Publicity", "Duties", "Headings", "Terms", "Definitions", "Brokers", "Amendments"], "gold": ["Amendments"]}
+{"input": "At all times, both during my employment and after its termination, I will keep and hold all Proprietary Information in strict confidence and trust.\u00a0\u00a0I will not use or disclose any Proprietary Information without the prior written consent of the Company in each instance, except as may be necessary to perform my duties as an employee of the Company for the benefit of the Company.\u00a0\u00a0Upon termination of my employment with the Company, I will promptly deliver to the Company all documents and materials of any nature pertaining to my work with the Company, and I will not take with me or retain in any form any documents or materials or copies containing any Proprietary Information.", "references": ["Brokers", "Solvency", "Defined Terms", "Payments", "Non-Disparagement", "Sanctions", "Subsidiaries", "Powers", "Duties", "Amendments", "Insurances", "Base Salary", "Financial Statements", "Costs", "Specific Performance", "Withholdings", "Qualifications", "Warranties", "Anti-Corruption Laws", "Terminations", "Closings", "Vacations", "Vesting", "Capitalization", "Indemnity", "Waiver Of Jury Trials", "Change In Control", "Successors", "Disclosures", "Positions", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "For the regular annual meetings of the Directors, notice of the time and place of each such meeting (including an agenda and relevant background materials) will be given by the Chairman in the manner provided herein to each Director not less than ten Business Days before the time when the meeting is to be held. Notice of the time and place of any meeting that is not a regular annual meeting (including an agenda and relevant background materials) will be given by the Director requiring such meeting to all other Directors not less than ten (10) Business Days before the time when the meeting is to be held, except in the case of an Emergency Situation when such notice will be given in the manner provided herein to each other Director not less than five (5) Business Days before such time. Notwithstanding the foregoing, no notice of a meeting will be necessary if all Directors present at such meeting waive advance notice of the meeting or otherwise signify their consent in writing to the holding thereof, either before, during or after the holding thereof. Notices to each Director may be given to him or her at the address of the Shareholder who appointed such Director.", "references": ["Miscellaneous", "Disclosures", "Counterparts", "Forfeitures", "Indemnifications", "Remedies", "Participations", "Approvals", "Arbitration", "No Conflicts", "Agreements", "General", "Enforceability", "Taxes", "Consent To Jurisdiction", "Erisa", "Costs", "No Waivers", "Jurisdictions", "Effectiveness", "Payments", "Amendments", "Enforcements", "Anti-Corruption Laws", "Benefits", "Powers", "Withholdings", "Applicable Laws", "Disability", "Specific Performance", "Notices"], "gold": ["Notices"]}
+{"input": "Except for Section\u00a03.3, this Agreement shall terminate on the earlier to occur of (i)\u00a0such time as the Blackstone Designator is no longer entitled to designate a Director pursuant to Section\u00a02.1(a) and (ii)\u00a0the delivery of a written notice by the Blackstone Designator to the Company requesting that this Agreement terminate. The VCOC Investors shall advise the Company when they collectively first cease to Beneficially Own any of the Company\u2019s Common Stock or other securities of the Company into which such shares of Common Stock may be converted or for which such shares of Common Stock may be exchanged, whereupon Section\u00a03.3 hereof shall terminate.", "references": ["Headings", "Jurisdictions", "Survival", "Compliance With Laws", "Enforceability", "Publicity", "Powers", "Books", "Non-Disparagement", "Qualifications", "No Defaults", "Entire Agreements", "Binding Effects", "Applicable Laws", "Indemnity", "Specific Performance", "Approvals", "Definitions", "Miscellaneous", "Death", "Arbitration", "Releases", "Duties", "Capitalization", "Intellectual Property", "Interpretations", "Records", "Venues", "Financial Statements", "Employment", "Terminations"], "gold": ["Terminations"]}
+{"input": "Should any provision of this Agreement be deemed illegal, invalid or otherwise unenforceable, in whole or in part, by a court of competent jurisdiction, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law.", "references": ["Death", "Consent To Jurisdiction", "Jurisdictions", "Entire Agreements", "Construction", "Counterparts", "Waivers", "Anti-Corruption Laws", "Venues", "Survival", "Insurances", "Releases", "Expenses", "Arbitration", "Governing Laws", "General", "Participations", "Tax Withholdings", "Litigations", "Costs", "Titles", "Sanctions", "Agreements", "Forfeitures", "Modifications", "Assignments", "Warranties", "Compliance With Laws", "Headings", "Remedies", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict or inconsistency between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict or inconsistency with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.", "references": ["Applicable Laws", "Closings", "Cooperation", "Adjustments", "Qualifications", "Tax Withholdings", "No Waivers", "Insurances", "Records", "Transactions With Affiliates", "Base Salary", "Vesting", "Agreements", "Interpretations", "Governing Laws", "Jurisdictions", "Waivers", "Disclosures", "Amendments", "Interests", "Withholdings", "Enforcements", "Approvals", "Subsidiaries", "Waiver Of Jury Trials", "Payments", "Compliance With Laws", "Disability", "Further Assurances", "Taxes", "Integration"], "gold": ["Integration"]}
+{"input": "The Seller hereby agrees to comply with its organizational and governing documents and all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to it, except to the extent that failure to so comply would not materially adversely affect the Issuer\u2019s or the Indenture Trustee\u2019s interests in the RRB Property or under any of the Basic Documents to which the Seller is party or the Seller\u2019s performance of its obligations hereunder or under any of the other Basic Documents to which it is party.", "references": ["Anti-Corruption Laws", "Assigns", "Disclosures", "Closings", "Miscellaneous", "Positions", "Capitalization", "Jurisdictions", "Enforcements", "Existence", "Solvency", "Applicable Laws", "Representations", "Agreements", "Successors", "Venues", "Indemnifications", "Sales", "Defined Terms", "Indemnity", "Withholdings", "Publicity", "Vacations", "Cooperation", "Terms", "Payments", "Brokers", "Change In Control", "Effective Dates", "Binding Effects", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a)\u00a0the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages\u00a0attached hereto at or prior to 5:30 p.m.\u00a0(New York City time) on a Business Day, (b)\u00a0the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages\u00a0attached hereto on a day that is not a Business Day or later than 5:30 p.m.\u00a0(New York City time) on any Business Day, (c)\u00a0the second (2 nd ) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d)\u00a0upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages\u00a0attached hereto.", "references": ["Agreements", "Liens", "Interests", "Waivers", "Remedies", "Change In Control", "Payments", "Indemnifications", "Adjustments", "Venues", "Solvency", "Effective Dates", "Titles", "Applicable Laws", "No Conflicts", "Non-Disparagement", "Costs", "Terms", "Capitalization", "No Waivers", "Integration", "Construction", "Participations", "Brokers", "Disclosures", "Publicity", "Duties", "Organizations", "Transactions With Affiliates", "Base Salary", "Notices"], "gold": ["Notices"]}
+{"input": "Each Obligor agrees that any suit, action or proceeding with respect to this Amendment or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in Houston, Texas or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 5 is for the benefit of the Lenders only and, as a result, no Lender shall be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, the Lenders may take concurrent proceedings in any number of jurisdictions.", "references": ["No Defaults", "Successors", "Closings", "Base Salary", "Solvency", "Headings", "Further Assurances", "Sales", "Records", "Warranties", "Sanctions", "Defined Terms", "Employment", "Brokers", "Enforcements", "Participations", "Cooperation", "Death", "Costs", "Effective Dates", "Anti-Corruption Laws", "Powers", "Capitalization", "Disclosures", "Liens", "Forfeitures", "Use Of Proceeds", "Terminations", "Non-Disparagement", "Financial Statements", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and thereof, and supersede any and all previous agreements and understandings, oral or written, relating to the matter hereof. There are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.", "references": ["Use Of Proceeds", "Counterparts", "Definitions", "Sales", "Severability", "Capitalization", "Compliance With Laws", "Existence", "Duties", "Binding Effects", "No Conflicts", "Enforcements", "Enforceability", "Non-Disparagement", "Taxes", "Amendments", "Costs", "Agreements", "Cooperation", "Powers", "Approvals", "Insurances", "Benefits", "Closings", "Death", "Submission To Jurisdiction", "Disability", "Authorizations", "Withholdings", "Titles", "Integration"], "gold": ["Integration"]}
+{"input": "This Agreement and any amendments hereto may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Parties hereto. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by email delivery of a portable document format (.pdf or similar format) data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or \u201c.pdf\u201d signature page were an original thereof.", "references": ["Submission To Jurisdiction", "Entire Agreements", "Compliance With Laws", "Arbitration", "No Conflicts", "Fees", "Integration", "Payments", "Authority", "Transactions With Affiliates", "Disability", "Interpretations", "Expenses", "Subsidiaries", "Severability", "Approvals", "Construction", "Closings", "Existence", "Liens", "Defined Terms", "Applicable Laws", "Anti-Corruption Laws", "Releases", "Representations", "Duties", "Capitalization", "Venues", "Specific Performance", "Brokers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The undersigned agrees that it shall keep confidential and not divulge, furnish or make accessible to anyone, any confidential information concerning or relating to the business or financial affairs of the Company to which it may have or will become privy by reason of this Subscription Agreement until such information has been publicly disclosed by the Company or until such information is no longer material, or unless the undersigned is required by court order or subpoena to make such disclosure or otherwise has a legal obligation to make such disclosure. Furthermore, the undersigned agrees to keep the terms and provisions of this Agreement confidential and not disclose to any person, other than its representatives who need to know such information, any of the terms or provisions hereof.", "references": ["No Waivers", "Applicable Laws", "Submission To Jurisdiction", "Qualifications", "Authority", "Effectiveness", "Entire Agreements", "Positions", "Agreements", "Successors", "Non-Disparagement", "Vesting", "Disability", "Assigns", "Sales", "Enforceability", "Duties", "Liens", "Participations", "Representations", "Costs", "Warranties", "Tax Withholdings", "Death", "Indemnity", "Interpretations", "Specific Performance", "Definitions", "Closings", "Solvency", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "No waiver by Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement shall be construed as a waiver of any other right.", "references": ["Vacations", "No Waivers", "Consent To Jurisdiction", "Capitalization", "Cooperation", "Binding Effects", "Confidentiality", "Participations", "Solvency", "Sanctions", "Titles", "Vesting", "Notices", "Subsidiaries", "Brokers", "Terminations", "Waiver Of Jury Trials", "Compliance With Laws", "Assigns", "Disclosures", "Fees", "Counterparts", "Costs", "Jurisdictions", "Closings", "Payments", "Change In Control", "Definitions", "Venues", "Records", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Issuer and the Co\u2011Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, shall duly and punctually pay the principal of and interest on each Class of Notes in accordance with the terms of this Indenture. Amounts properly withheld under the Code or other applicable law by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer and the Co\u2011Issuer, with respect to the Offered Notes and by the Issuer, with respect to the Class F Notes, the Class G Notes and the Preferred Shares for all purposes of this Indenture.", "references": ["Effectiveness", "Brokers", "Defined Terms", "Severability", "Costs", "Fees", "Tax Withholdings", "Compliance With Laws", "Transactions With Affiliates", "Benefits", "Headings", "Releases", "Liens", "Venues", "Erisa", "Withholdings", "Arbitration", "Remedies", "Binding Effects", "Consent To Jurisdiction", "Confidentiality", "Forfeitures", "Existence", "Solvency", "Books", "Submission To Jurisdiction", "Positions", "Miscellaneous", "Counterparts", "Disclosures", "Interests"], "gold": ["Interests"]}
+{"input": "Your base salary will be: $27,884,62 biweekly ($725,000 annualized).", "references": ["Representations", "Anti-Corruption Laws", "Vacations", "Costs", "Releases", "Counterparts", "Sales", "Change In Control", "Death", "Assigns", "Tax Withholdings", "Miscellaneous", "Interests", "Waiver Of Jury Trials", "Liens", "Benefits", "Disclosures", "Venues", "Subsidiaries", "Financial Statements", "Expenses", "Governing Laws", "Books", "Withholdings", "Forfeitures", "Authorizations", "Terms", "Powers", "Adjustments", "Enforcements", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together which shall constitute one and the same instrument.", "references": ["Intellectual Property", "Modifications", "Assignments", "Forfeitures", "Warranties", "Duties", "Construction", "Indemnifications", "Positions", "Solvency", "Effectiveness", "Costs", "Amendments", "Survival", "Financial Statements", "Defined Terms", "Litigations", "Benefits", "Base Salary", "Enforcements", "Existence", "Confidentiality", "No Defaults", "Further Assurances", "Consents", "Publicity", "Waiver Of Jury Trials", "Transactions With Affiliates", "Authorizations", "Subsidiaries", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The waiver of either party of any agreement, condition or provision contained herein or any provision incorporated herein by reference shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision, nor shall any custom or practice which may evolve between the parties in the administration of the terms hereof be construed to waive or to lessen the right of a party to insist upon the performance by the other party in strict accordance with said terms. The subsequent acceptance of Rent hereunder by Sublandlord shall not be deemed to be a waiver of any preceding breach by Subtenant of any agreement or condition of this Sublease or the same incorporated herein by reference, other than the failure of Subtenant to pay the particular Rent so accepted, regardless of Sublandlord\u2019s knowledge of such preceding breach at the time of acceptance of such Rent.", "references": ["Taxes", "Arbitration", "Expenses", "Organizations", "Change In Control", "Authorizations", "Solvency", "Subsidiaries", "Payments", "Vacations", "Assignments", "Headings", "General", "Tax Withholdings", "Non-Disparagement", "No Defaults", "Death", "Sales", "No Waivers", "Withholdings", "Insurances", "Publicity", "Effective Dates", "Compliance With Laws", "Integration", "Sanctions", "Further Assurances", "Forfeitures", "Indemnifications", "Waiver Of Jury Trials", "Waivers"], "gold": ["Waivers"]}
+{"input": "All article or Section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.", "references": ["Use Of Proceeds", "Brokers", "Costs", "Employment", "No Defaults", "Terminations", "No Waivers", "No Conflicts", "Powers", "Interpretations", "Notices", "Compliance With Laws", "Taxes", "Participations", "Authority", "Authorizations", "Cooperation", "Vesting", "Fees", "Transactions With Affiliates", "Waivers", "Effective Dates", "Benefits", "General", "Governing Laws", "Confidentiality", "Waiver Of Jury Trials", "Subsidiaries", "Consents", "Positions", "Titles"], "gold": ["Titles"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Erisa", "Indemnity", "Insurances", "Interests", "Approvals", "Taxes", "Applicable Laws", "Effectiveness", "Releases", "Forfeitures", "Base Salary", "Warranties", "Binding Effects", "Use Of Proceeds", "Litigations", "Further Assurances", "Notices", "Closings", "Books", "Financial Statements", "Venues", "Remedies", "Titles", "Integration", "Effective Dates", "Withholdings", "Representations", "Costs", "Confidentiality", "Assigns", "Survival"], "gold": ["Survival"]}
+{"input": "The Company shall have a board of directors ( torishimariyaku-kai ) and audit & supervisory board member(s) ( kansa-yaku ).", "references": ["Non-Disparagement", "Effective Dates", "Transactions With Affiliates", "Capitalization", "Powers", "Indemnifications", "Intellectual Property", "Notices", "Participations", "Assigns", "Use Of Proceeds", "Integration", "Qualifications", "Consent To Jurisdiction", "Change In Control", "Effectiveness", "Modifications", "Sanctions", "Enforceability", "Remedies", "Amendments", "Warranties", "Assignments", "Survival", "Terminations", "Agreements", "Entire Agreements", "Duties", "Records", "Expenses", "Organizations"], "gold": ["Organizations"]}
+{"input": "Notwithstanding anything herein or in the Release to the contrary, JvB shall remain a full beneficiary with respect to any obligation of any member of the Company Group (as such obligation exists as of the Effective Date with respect to active officers and employees of such member) to indemnify, keep well and hold harmless or similarly protect JvB against third-party claims.", "references": ["Specific Performance", "Defined Terms", "Indemnifications", "Waiver Of Jury Trials", "Headings", "Capitalization", "Cooperation", "Entire Agreements", "Interpretations", "Notices", "Brokers", "Anti-Corruption Laws", "Confidentiality", "Solvency", "Further Assurances", "Publicity", "Organizations", "Intellectual Property", "Waivers", "Adjustments", "Costs", "Interests", "Erisa", "Employment", "Insurances", "Liens", "Death", "Terms", "Disclosures", "Withholdings", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles thereof.", "references": ["Consents", "Sanctions", "Duties", "No Conflicts", "Definitions", "Erisa", "Liens", "Defined Terms", "Vesting", "Cooperation", "Litigations", "Books", "Sales", "Transactions With Affiliates", "Waiver Of Jury Trials", "Applicable Laws", "Records", "Capitalization", "Interpretations", "Modifications", "Waivers", "Headings", "No Defaults", "Successors", "Participations", "Compliance With Laws", "Confidentiality", "Terminations", "Releases", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as described in the SEC Reports, or as set forth on Schedule 3.1(k) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Notes or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Change In Control", "Liens", "Indemnifications", "Titles", "Defined Terms", "Insurances", "Terminations", "Authorizations", "Disability", "Payments", "Transactions With Affiliates", "Sales", "Tax Withholdings", "Enforcements", "Effective Dates", "Governing Laws", "Confidentiality", "Jurisdictions", "Miscellaneous", "No Waivers", "Submission To Jurisdiction", "Further Assurances", "Erisa", "Qualifications", "Agreements", "Survival", "Solvency", "Fees", "Disclosures", "Duties", "Litigations"], "gold": ["Litigations"]}
+{"input": "Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner consistent with the uses set forth in the Preliminary Statements to this Agreement.", "references": ["Miscellaneous", "Warranties", "Remedies", "Governing Laws", "Releases", "Assigns", "Forfeitures", "Waivers", "Costs", "Definitions", "Anti-Corruption Laws", "Indemnity", "Powers", "Headings", "Titles", "No Defaults", "Jurisdictions", "Agreements", "Intellectual Property", "Sales", "Payments", "Interpretations", "Effectiveness", "Employment", "Non-Disparagement", "Notices", "Organizations", "Closings", "Submission To Jurisdiction", "Modifications", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "All of the Subsidiaries of the Company are described in the SEC Reports. 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 any restrictions on issuing dividends to the Company, 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.", "references": ["Duties", "Vacations", "Jurisdictions", "Qualifications", "Integration", "General", "Vesting", "Withholdings", "Intellectual Property", "Amendments", "Change In Control", "Compliance With Laws", "Expenses", "Litigations", "Counterparts", "Specific Performance", "Warranties", "Authority", "Transactions With Affiliates", "Confidentiality", "Solvency", "Modifications", "Capitalization", "Arbitration", "Base Salary", "Enforcements", "Consent To Jurisdiction", "Binding Effects", "Notices", "Consents", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Any and all capitalized terms not expressly defined in this Escrow Agreement shall have the meanings ascribed to them in the Agreement.", "references": ["Powers", "Fees", "Entire Agreements", "Amendments", "Costs", "Submission To Jurisdiction", "Counterparts", "Terminations", "Applicable Laws", "Interests", "Solvency", "Authorizations", "Enforcements", "Payments", "Indemnity", "No Waivers", "Further Assurances", "Withholdings", "Waivers", "Publicity", "Qualifications", "Consent To Jurisdiction", "Books", "Agreements", "Notices", "Confidentiality", "Use Of Proceeds", "Expenses", "Sanctions", "Governing Laws", "Definitions"], "gold": ["Definitions"]}
+{"input": "All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made (i)\u00a0with respect to Revolving Credit Loans or Incremental Term Loans, to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, and (ii)\u00a0with respect to Swingline Loans, to the Administrative Agent, for the account of the Swingline Lender. Each such payment shall be made at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of each such payment with respect to Revolving Credit Loans and Incremental Term Loans in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Binding Effects", "No Defaults", "Enforcements", "Base Salary", "Successors", "Costs", "Forfeitures", "Non-Disparagement", "Consent To Jurisdiction", "Qualifications", "Defined Terms", "Use Of Proceeds", "Jurisdictions", "Expenses", "Intellectual Property", "Organizations", "Closings", "Terminations", "Governing Laws", "Withholdings", "Capitalization", "Integration", "Confidentiality", "Anti-Corruption Laws", "Remedies", "Indemnity", "Death", "Solvency", "Indemnifications", "Entire Agreements", "General"], "gold": ["General"]}
+{"input": "The Borrower shall (a)\u00a0preserve and maintain its legal existence, material rights, privileges and franchises and the legal existence, material rights, privileges and franchises of each of its Subsidiaries; (b)\u00a0comply, and cause each of its Subsidiaries to comply, with all Applicable Laws if failure to comply with such Applicable Laws, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; and (c)\u00a0pay and discharge all material Taxes, except for any such Taxes the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.", "references": ["Remedies", "Amendments", "Definitions", "Publicity", "Change In Control", "No Defaults", "Vacations", "Titles", "Books", "Expenses", "Closings", "Interpretations", "Non-Disparagement", "Death", "Sales", "Insurances", "Arbitration", "Construction", "Tax Withholdings", "Consent To Jurisdiction", "Vesting", "Assignments", "Venues", "Indemnity", "Headings", "Consents", "Terminations", "Defined Terms", "Litigations", "Effectiveness", "Taxes"], "gold": ["Taxes"]}
+{"input": "If a Participant\u2019s termination of employment or other service with the Company is by reason of a Disability of such Participant, the Participant shall have the right at any time within a period not to exceed one (1)\u00a0year after such termination, but in no event after the termination of the Option pursuant to its terms, to exercise, in whole or in part, any vested portion of the Option held by such Participant at the date of such termination; provided, however, that if the Participant dies within such period, any vested Option held by such Participant upon death shall be exercisable by the Participant\u2019s estate, devisee or heir at law (whichever is applicable) for a period not to exceed one (1)\u00a0year after the Participant\u2019s death, but in no event after the termination of the Option pursuant to its terms.", "references": ["Withholdings", "Releases", "Assignments", "Venues", "Disclosures", "Notices", "Employment", "Use Of Proceeds", "Taxes", "Binding Effects", "Anti-Corruption Laws", "Headings", "Brokers", "Amendments", "Sales", "Titles", "Expenses", "Transactions With Affiliates", "Fees", "Governing Laws", "Effectiveness", "Death", "Existence", "Warranties", "Books", "No Waivers", "Solvency", "Definitions", "Severability", "Positions", "Disability"], "gold": ["Disability"]}
+{"input": "Each Loan Party has complied in all material respects with all applicable Legal Requirements, including consumer protection laws but not including Environmental Laws which are addressed under Section 4.1(v) or\u00a0\u00a0Anti-Bribery and Anti-Corruption Laws, Anti-Terrorism and Money Laundering Laws and Regulations or Sanctions, which are addressed under Section 4.1(u) , except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.", "references": ["Participations", "Terms", "Change In Control", "Non-Disparagement", "No Conflicts", "Terminations", "No Waivers", "Jurisdictions", "Books", "Payments", "Duties", "Benefits", "Arbitration", "Vesting", "Consents", "Submission To Jurisdiction", "Assigns", "Solvency", "Intellectual Property", "Costs", "Liens", "Modifications", "Governing Laws", "Effective Dates", "Indemnifications", "Consent To Jurisdiction", "Miscellaneous", "Approvals", "Remedies", "Enforceability", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This AGREEMENT shall be construed, interpreted, and applied in accordance with the laws of the State of Missouri. Any action to enforce the provisions of the AGREEMENT shall be brought in a court of competent jurisdiction and proper venue in the State of Missouri. LICENSEE irrevocably submits to the jurisdiction of such courts in any such action or proceeding. LICENSEE further irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waives and agrees not to plead or claim in any court that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.", "references": ["Titles", "Consent To Jurisdiction", "No Defaults", "Disclosures", "Positions", "Fees", "Applicable Laws", "Authority", "Releases", "Books", "Successors", "Jurisdictions", "Counterparts", "Specific Performance", "Arbitration", "Amendments", "Governing Laws", "Confidentiality", "Costs", "Approvals", "Base Salary", "Enforceability", "Disability", "Indemnifications", "Participations", "Non-Disparagement", "Effectiveness", "Records", "Anti-Corruption Laws", "Publicity", "Venues"], "gold": ["Venues"]}
+{"input": "You may not assign your rights or obligations hereunder. The rights and obligations of the Company hereunder shall inure to the benefit of and shall be binding upon its respective successors and assigns.", "references": ["Adjustments", "Powers", "Closings", "Interpretations", "Cooperation", "Forfeitures", "Solvency", "Indemnity", "No Waivers", "Insurances", "Submission To Jurisdiction", "Fees", "Severability", "Sales", "Authorizations", "Further Assurances", "Benefits", "Enforceability", "Financial Statements", "Waivers", "Participations", "Withholdings", "Governing Laws", "Venues", "Interests", "Definitions", "Representations", "Consent To Jurisdiction", "Books", "Effectiveness", "Assignments"], "gold": ["Assignments"]}
+{"input": "Any written notices provided for in these Restricted Stock Unit Award Terms or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant's address indicated by the Company's records, or if to the Company, at the Company's principal executive office.", "references": ["Consent To Jurisdiction", "Base Salary", "Anti-Corruption Laws", "Waivers", "Titles", "Assigns", "Confidentiality", "Assignments", "Sanctions", "Consents", "Duties", "Modifications", "Erisa", "Costs", "Books", "Venues", "Successors", "Positions", "Counterparts", "No Defaults", "Specific Performance", "Non-Disparagement", "Entire Agreements", "Warranties", "Litigations", "Qualifications", "Intellectual Property", "Integration", "Use Of Proceeds", "Benefits", "Notices"], "gold": ["Notices"]}
+{"input": "The term of the Partnership commenced on the date of the filing of the Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.", "references": ["Participations", "Publicity", "Survival", "Terminations", "Submission To Jurisdiction", "Assignments", "Modifications", "Approvals", "Liens", "General", "Financial Statements", "Jurisdictions", "Compliance With Laws", "Waiver Of Jury Trials", "Death", "Intellectual Property", "Consent To Jurisdiction", "No Defaults", "Powers", "Titles", "Use Of Proceeds", "Existence", "Miscellaneous", "Assigns", "Enforcements", "Change In Control", "Tax Withholdings", "Payments", "Subsidiaries", "Records", "Terms"], "gold": ["Terms"]}
+{"input": "Subject to earlier termination, acceleration or cancellation of the Option as provided herein or the Plan, the term of the Option shall be for the period specified in the Grant Statement and, subject to the provisions of this Agreement and the Plan, the Option shall be exercisable at such times and as to such number of Shares as determined pursuant to the schedule specified in the Grant Statement.", "references": ["Interpretations", "Intellectual Property", "Taxes", "Consents", "Waivers", "Defined Terms", "Definitions", "Organizations", "Representations", "Positions", "Costs", "Enforceability", "Subsidiaries", "Releases", "Jurisdictions", "Effective Dates", "Change In Control", "Interests", "No Conflicts", "Closings", "Existence", "Amendments", "Publicity", "Effectiveness", "Counterparts", "General", "Liens", "Severability", "Terminations", "Construction", "Terms"], "gold": ["Terms"]}
+{"input": "This Section \u00a0 6.2 shall survive the expiration or earlier termination of this Lease. Without limiting any other remedy available to Lessor under this Lease or by Requirements, Lessee's failure to abide by the terms of this Section 6.2 shall be restrainable or enforceable, as the case may be, by injunction.", "references": ["Successors", "Litigations", "Assigns", "Authority", "Adjustments", "Compliance With Laws", "Tax Withholdings", "Non-Disparagement", "Effective Dates", "Intellectual Property", "Death", "Disability", "Transactions With Affiliates", "Capitalization", "Arbitration", "Positions", "Remedies", "Headings", "Terminations", "Terms", "Costs", "Effectiveness", "Closings", "Publicity", "Financial Statements", "Existence", "Modifications", "Counterparts", "Withholdings", "Subsidiaries", "Survival"], "gold": ["Survival"]}
+{"input": "During the Employment Term, Executive shall be entitled to paid vacation in accordance the Acushnet vacation policy.", "references": ["Authority", "Integration", "Payments", "Venues", "Indemnifications", "Entire Agreements", "Interests", "Arbitration", "Benefits", "Existence", "Solvency", "No Conflicts", "Terminations", "Intellectual Property", "Anti-Corruption Laws", "Adjustments", "Remedies", "Brokers", "Qualifications", "Insurances", "Publicity", "Notices", "Amendments", "Warranties", "Survival", "Fees", "Participations", "Assignments", "Definitions", "Costs", "Vacations"], "gold": ["Vacations"]}
+{"input": "The obligations of the Corporation hereunder will survive (i) any actual or purported termination of this Agreement by the Corporation or its successors or assigns, whether by operation of law or otherwise, (ii) any change in the Corporation\u2019s Certificates of Incorporation or By-laws, and (iii) termination of Executive\u2019s services to the Corporation or its affiliates (whether such services were terminated by the Corporation, such affiliate or Executive), if such claim arises as a result of an occurrence prior to the termination of this Agreement, whether or not a claim is made or an action or proceeding is threatened or commenced before or after the actual or purported termination of this Agreement, change in the Corporation\u2019s Certificate of Incorporation or By-laws, or termination of Executive\u2019s services.", "references": ["Binding Effects", "Severability", "Applicable Laws", "Indemnifications", "General", "Submission To Jurisdiction", "Waivers", "Notices", "Vesting", "Fees", "Costs", "Anti-Corruption Laws", "Headings", "Consent To Jurisdiction", "Employment", "Base Salary", "Specific Performance", "Death", "Sales", "Disability", "Liens", "Remedies", "Approvals", "Use Of Proceeds", "Financial Statements", "Interpretations", "Disclosures", "Insurances", "Qualifications", "Benefits", "Survival"], "gold": ["Survival"]}
+{"input": "The captions used in the Notice and this Option Agreement are inserted for convenience and shall not be deemed a part of the Option Agreement for construction or interpretation.", "references": ["Effective Dates", "Positions", "Consents", "Erisa", "Cooperation", "Records", "Organizations", "Notices", "Sales", "Interests", "Books", "Compliance With Laws", "Disability", "Change In Control", "Insurances", "Representations", "Closings", "Confidentiality", "Modifications", "Tax Withholdings", "Anti-Corruption Laws", "Base Salary", "No Defaults", "Liens", "Costs", "Employment", "Vesting", "Assigns", "Amendments", "Death", "Headings"], "gold": ["Headings"]}
+{"input": "Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at its address as shown beneath its signature in this Agreement, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section\u00a014 .", "references": ["Erisa", "Jurisdictions", "Enforceability", "Applicable Laws", "Waiver Of Jury Trials", "Consents", "Assigns", "Sales", "Financial Statements", "Confidentiality", "Counterparts", "Governing Laws", "Waivers", "Capitalization", "Withholdings", "Liens", "Titles", "Interpretations", "Approvals", "Authorizations", "Terminations", "Effectiveness", "No Conflicts", "Transactions With Affiliates", "Non-Disparagement", "Death", "Agreements", "Disclosures", "Closings", "Expenses", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement constitutes the complete and exclusive statement of agreement among, and replaces and supersedes all prior written and oral agreements or statements by and among the Parties with respect to the subject matter herein. There are no representations, agreements, arrangements or understandings, oral or written, by the Parties with respect to the subject matter hereof that are not fully expressed in this Agreement.", "references": ["Benefits", "Erisa", "Waivers", "Use Of Proceeds", "Intellectual Property", "Jurisdictions", "Solvency", "Remedies", "Sanctions", "Confidentiality", "Costs", "Disability", "Vesting", "Interests", "Titles", "No Defaults", "Notices", "Terms", "Authorizations", "Tax Withholdings", "Successors", "Waiver Of Jury Trials", "Vacations", "Non-Disparagement", "Brokers", "Expenses", "Definitions", "Severability", "Defined Terms", "No Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The representations and warranties of the Parties will terminate at the Effective Time and only those covenants that by their terms survive the Effective Time shall survive the Effective Time. This Section 15 shall survive the Effective Time.", "references": ["Duties", "Expenses", "Assigns", "No Conflicts", "Brokers", "Disclosures", "Solvency", "Indemnity", "Intellectual Property", "Miscellaneous", "Construction", "Assignments", "Tax Withholdings", "Employment", "Vacations", "Use Of Proceeds", "Modifications", "Binding Effects", "Notices", "Death", "Governing Laws", "Closings", "Publicity", "No Defaults", "Subsidiaries", "Applicable Laws", "Defined Terms", "Integration", "Interpretations", "Records", "Survival"], "gold": ["Survival"]}
+{"input": "The provisions of this Section \u00a04.2 shall be deemed reaffirmed by Buyer by acceptance of the Deed and shall survive the Closing.", "references": ["Construction", "Expenses", "Taxes", "Assigns", "Financial Statements", "Binding Effects", "Use Of Proceeds", "Closings", "Assignments", "Effectiveness", "Entire Agreements", "Death", "Withholdings", "Publicity", "Authority", "Jurisdictions", "Sanctions", "Disclosures", "Notices", "Interpretations", "Definitions", "Brokers", "Confidentiality", "Records", "Insurances", "Severability", "Interests", "Vacations", "Submission To Jurisdiction", "Warranties", "Survival"], "gold": ["Survival"]}
+{"input": "Except as otherwise provided in this Agreement, upon the termination of this Agreement, the obligations of the Bank and Executive contained in Sections 5 and 6 shall survive and remain in effect.", "references": ["Positions", "Waiver Of Jury Trials", "Authorizations", "General", "Arbitration", "Indemnifications", "Modifications", "Counterparts", "Transactions With Affiliates", "Anti-Corruption Laws", "Defined Terms", "Disability", "Base Salary", "Consents", "Liens", "Terms", "Cooperation", "Disclosures", "Records", "Adjustments", "Integration", "Sanctions", "Sales", "Assigns", "Vacations", "Miscellaneous", "Organizations", "Closings", "Subsidiaries", "Employment", "Survival"], "gold": ["Survival"]}
+{"input": "This Note shall be binding upon the Maker and its successors and assigns and the terms hereof shall inure to the benefit of the Holder and its successors and assigns including subsequent holders hereof (colle ctively, \u201c Assignees \u201d ), except that the Maker may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Holder (which consent shall be in the sole and absolute discretion of the Holder). \u00a0 The term \u201c Holder \u201d as used in this Note shall be deemed to include the Holder and its Assignees. \u00a0The Holder shall, upon notice to the Maker, have the unrestricted right at any time or from time to time, and without the Maker \u2019 s consent, to assign all or any portion o f its rights and obligations hereunder to any other person, which shall thereupon become vested with all the powers and rights above given to the Holder in respect thereof; provided, however , that any such assignment or transfer of this Note shall be made in accordance with all applicable securities laws, including but not limited to the Act. \u00a0The Maker agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other documents, ins truments and agreements executed in connection herewith as the Holder shall reasonably deem necessary to effect the foregoing.", "references": ["Confidentiality", "Approvals", "Governing Laws", "Books", "No Waivers", "Titles", "Disclosures", "Venues", "Liens", "Authority", "Change In Control", "Expenses", "Consents", "Amendments", "Interests", "Vacations", "Warranties", "Tax Withholdings", "Notices", "Severability", "Vesting", "Death", "Waivers", "Litigations", "Publicity", "Sales", "Enforceability", "Benefits", "Binding Effects", "Existence", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Parties shall keep this MOU and its terms confidential, but any Party may make such disclosures as it reasonably considers are required by applicable law or rules or regulation of any national securities exchange, or necessary to obtain financing.", "references": ["Anti-Corruption Laws", "Terms", "Organizations", "Participations", "Taxes", "Authorizations", "Existence", "Representations", "Consent To Jurisdiction", "Brokers", "Erisa", "Defined Terms", "Amendments", "Effectiveness", "Submission To Jurisdiction", "Compliance With Laws", "Approvals", "Qualifications", "Agreements", "Adjustments", "Cooperation", "Benefits", "General", "Venues", "Successors", "Binding Effects", "Books", "Vacations", "Forfeitures", "Indemnifications", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Borrowers shall have paid all fees payable on or prior to the Effective Date required by this Agreement, the Fee Letter or any other Loan Documents, including reimbursement or payment of all out-of-pocket fees and expenses (including all reasonable fees, charges and disbursements of counsel and any financial advisor) required to be reimbursed or paid by any Loan Party and all fees and expenses required to be paid hereunder or pursuant to the Fee Letter. In the case of expenses, such expenses shall have been invoiced at least two (2)\u00a0Business Days prior to the Effective Date (except as otherwise reasonably agreed by the Borrower Agent). In addition, the Administrative Agent shall have also received a fully executed copy of the Fee Letter.", "references": ["Organizations", "Titles", "Miscellaneous", "Enforceability", "Counterparts", "Anti-Corruption Laws", "Authority", "Cooperation", "Amendments", "Participations", "Assigns", "Use Of Proceeds", "Sanctions", "Assignments", "Solvency", "Remedies", "Governing Laws", "Integration", "Entire Agreements", "Death", "Forfeitures", "Powers", "Enforcements", "Vacations", "Defined Terms", "Sales", "Specific Performance", "Waivers", "No Defaults", "Successors", "Fees"], "gold": ["Fees"]}
+{"input": "Buyer acknowledges and agrees that the waivers, releases and other provisions contained in this Article 7 as well as elsewhere in this Agreement, were a material factor in Seller\u2019s acceptance of the Purchase Price and agreement to the terms of this Agreement, and that Seller is unwilling to sell the Property to Buyer unless Seller is released and indemnified as expressly set forth herein. Except as otherwise set forth herein, the releases by Buyer set forth in this Agreement include claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer\u2019s release of Seller. Buyer acknowledges and agrees that Buyer, together with Buyer\u2019s counsel, has fully reviewed the disclaimers, waivers, releases, indemnities, etc., set forth in this Agreement and understands the significance and effect thereof. The terms and conditions of this Article 7 will expressly survive the Closing or termination of this Agreement.", "references": ["Positions", "No Waivers", "Disclosures", "Releases", "Assigns", "Interpretations", "Indemnity", "Construction", "Terms", "Withholdings", "Agreements", "Applicable Laws", "Liens", "Employment", "Vacations", "Tax Withholdings", "Duties", "Books", "Vesting", "Interests", "Representations", "Sanctions", "Use Of Proceeds", "Waivers", "Existence", "Successors", "Organizations", "Waiver Of Jury Trials", "Defined Terms", "Venues", "Survival"], "gold": ["Survival"]}
+{"input": "The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New Jersey. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Hudson County and the United States District Court for the District of New Jersey, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.", "references": ["Applicable Laws", "Enforcements", "Severability", "Books", "Expenses", "Insurances", "Powers", "Disability", "Definitions", "Miscellaneous", "Payments", "Warranties", "Benefits", "Interests", "Intellectual Property", "Further Assurances", "Jurisdictions", "Transactions With Affiliates", "Positions", "No Conflicts", "Effectiveness", "Notices", "Authorizations", "Taxes", "Integration", "Death", "Employment", "Successors", "Capitalization", "Construction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as set forth on Schedule 3.1(q) , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.", "references": ["Change In Control", "Definitions", "Employment", "Cooperation", "Amendments", "Defined Terms", "Costs", "Litigations", "Subsidiaries", "Forfeitures", "Counterparts", "Warranties", "Interests", "Authority", "Participations", "Non-Disparagement", "Notices", "Enforceability", "General", "Vacations", "Financial Statements", "Construction", "Venues", "Withholdings", "Representations", "Taxes", "Disability", "Enforcements", "Jurisdictions", "Expenses", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "You acknowledge that if you breach the terms of this Agreement, Schneider's damages will or may be difficult to ascertain. You also acknowledge that money damages (including the above referenced forfeitures) may not provide adequate and total relief if you breach this Agreement and failure to abide by the restrictions contained herein will result in irreparable harm and continuing damage to Schneider. Accordingly, you agree that Schneider shall be entitled to any and all equitable remedies for breach of this Agreement including, without limitation, injunctive relief, as well as the forfeitures set forth above, any money damages or other legal relief to which we may be entitled.", "references": ["Organizations", "Costs", "Tax Withholdings", "Releases", "No Waivers", "Capitalization", "Base Salary", "Interpretations", "General", "Authorizations", "Litigations", "Effectiveness", "Binding Effects", "Terminations", "Consents", "Defined Terms", "Enforceability", "Anti-Corruption Laws", "Brokers", "Sanctions", "Consent To Jurisdiction", "Indemnifications", "Insurances", "Fees", "Powers", "Qualifications", "Counterparts", "Successors", "Assignments", "Financial Statements", "Remedies"], "gold": ["Remedies"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Common Stock, of which approximately 5,371,771 shares are issued and outstanding; and (ii) 30,000,000 shares of preferred stock, of which 54,631,771 are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company\u2019s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 9,995,456 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti- dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company\u2019s Certificate of Incorporation as in effect on the date hereof (\u201cCertificate of Incorporation\u201d), the Company\u2019s By-laws, as in effect on the date hereof (the \u201cBy-laws\u201d), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company\u2019s Chief Executive on behalf of the Company as of the Closing Date.", "references": ["Change In Control", "Terms", "Warranties", "Definitions", "Tax Withholdings", "General", "Assignments", "Subsidiaries", "Interpretations", "Withholdings", "Confidentiality", "Further Assurances", "Compliance With Laws", "Governing Laws", "Insurances", "Forfeitures", "Submission To Jurisdiction", "Arbitration", "Interests", "Counterparts", "Payments", "Litigations", "Expenses", "Waiver Of Jury Trials", "Enforcements", "Consents", "Erisa", "Intellectual Property", "Severability", "Notices", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The headings used in this Completion Guaranty are for convenience only and are not to be considered in connection with the interpretation or construction of this Completion Guaranty.", "references": ["Intellectual Property", "No Defaults", "No Waivers", "Compliance With Laws", "Sales", "Further Assurances", "Forfeitures", "Change In Control", "Releases", "Confidentiality", "Organizations", "Consent To Jurisdiction", "Severability", "Terminations", "Authorizations", "Specific Performance", "Consents", "Cooperation", "Interests", "Waiver Of Jury Trials", "Payments", "Records", "Assigns", "Governing Laws", "Non-Disparagement", "Applicable Laws", "Vesting", "Adjustments", "Books", "Expenses", "Headings"], "gold": ["Headings"]}
+{"input": "The following provisions shall survive the expiration or termination of this Agreement: Articles 4, 5 and 6; Sections 1.3, 7.3 through 7.10, and this Section 3.3.", "references": ["Use Of Proceeds", "Capitalization", "Headings", "Waivers", "Forfeitures", "Costs", "Books", "Entire Agreements", "Payments", "Tax Withholdings", "Organizations", "Disclosures", "Subsidiaries", "Arbitration", "Employment", "Vacations", "Expenses", "Participations", "Defined Terms", "Modifications", "Enforcements", "Enforceability", "Qualifications", "Terms", "Assigns", "Governing Laws", "Agreements", "Binding Effects", "Titles", "Severability", "Survival"], "gold": ["Survival"]}
+{"input": "The Executive shall perform such management duties for the Company and its affiliates as may from time to time be assigned and which are consistent with his title of Chief Executive Officer. The Executive hereby promises to perform and discharge, well and faithfully, all duties of his position. If Executive is elected as a director or officer of any affiliate of the Company, the Executive shall serve in such capacity or capacities without further compensation.", "references": ["Consents", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Vesting", "Positions", "Insurances", "Organizations", "Base Salary", "Existence", "Terminations", "Intellectual Property", "Expenses", "Jurisdictions", "Employment", "Enforcements", "Subsidiaries", "Sales", "No Waivers", "Effectiveness", "Indemnity", "Indemnifications", "Authority", "Interests", "Counterparts", "Closings", "Defined Terms", "Entire Agreements", "Severability", "Titles", "Remedies", "Duties"], "gold": ["Duties"]}
+{"input": "Except as set forth in the Company SEC Documents, there is no action, suit, proceeding nor investigation pending or, to the Company\u2019s knowledge, currently threatened against the Company or any of its subsidiaries that (a) if adversely determined would reasonably be expected to adversely effect the business, condition, prospects, capitalization, assets, liabilities, operations or financial performance of the Company or its subsidiaries or (b) would be required to be disclosed in the Company\u2019s Annual Report on Form 10-K under the requirements of Item 103 of Regulation S-K. The foregoing includes, without limitation, any action, suit, proceeding or investigation, pending or threatened, that questions the validity of this Agreement or the right of the Company to enter into such Agreement and perform its obligations hereunder. Neither the Company nor any subsidiary is subject to any injunction, judgment, decree or order of any court, regulatory body, arbitral panel, administrative agency or other government body.", "references": ["Interpretations", "Costs", "Consents", "Specific Performance", "Entire Agreements", "Use Of Proceeds", "Authorizations", "Definitions", "Records", "No Defaults", "Qualifications", "Enforceability", "Existence", "Construction", "Disclosures", "Terms", "Employment", "Positions", "No Conflicts", "Governing Laws", "Remedies", "Waiver Of Jury Trials", "Death", "Titles", "Survival", "Transactions With Affiliates", "Brokers", "Change In Control", "Defined Terms", "Taxes", "Litigations"], "gold": ["Litigations"]}
+{"input": "Each provision of this Agreement is intended to be severable.\u00a0\u00a0If any court of competent jurisdiction determines that one or more of the provisions of this Agreement, or any part thereof, is or are invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Agreement, and this Agreement shall be given full force and effect while being construed as if such invalid, illegal or unenforceable provision had not been contained within it.\u00a0\u00a0\u00a0If the scope of any provision in this Agreement is found to be too broad to permit enforcement of such provision to its full extent, Employee consents to judicial modification of such provision and enforcement to the maximum extent permitted by law.", "references": ["Assignments", "Venues", "Interests", "Construction", "Use Of Proceeds", "Consent To Jurisdiction", "Forfeitures", "No Defaults", "Further Assurances", "Remedies", "Enforceability", "Vacations", "Base Salary", "Governing Laws", "Solvency", "Representations", "Titles", "Brokers", "Jurisdictions", "Duties", "Sanctions", "General", "Adjustments", "Participations", "Amendments", "Agreements", "Positions", "Disclosures", "Transactions With Affiliates", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "The parties agree that they have both had the opportunity to review and negotiate this Agreement, and that any inconsistency or dispute related to the interpretation of any of the provisions of this Agreement shall not be construed against either party. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. The Employee has been advised and had the opportunity to consult with an attorney or other advisor prior to executing this agreement. The Employee understands, confirms and agrees that counsel to the Company (Becker & Poliakoff LLP) has not acted and is not acting as counsel to the Employee and that Employee has not relied upon any legal advice except as provided by its own counsel.", "references": ["Records", "Indemnity", "Applicable Laws", "Tax Withholdings", "No Defaults", "Non-Disparagement", "Terminations", "Specific Performance", "Enforceability", "Solvency", "Transactions With Affiliates", "Interests", "Governing Laws", "Adjustments", "Modifications", "Payments", "Participations", "Anti-Corruption Laws", "Enforcements", "General", "Effectiveness", "Venues", "Assignments", "Approvals", "Sanctions", "Insurances", "Books", "Powers", "Duties", "Submission To Jurisdiction", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The parties shall hold in strictest confidence any information and material which is related to either Purchaser or Vendor\u2019s business or is designated by either Purchaser or Vendor as proprietary and confidential, herein or otherwise.\u00a0 Vendor further covenants not to disclose or otherwise make known to any Party nor to issue or release for publication any articles or advertising or publicity matter relating to this Agreement in which the name of Purchaser or any of its affiliates is mentioned or used, directly or indirectly, unless prior written consent is granted by the other party; provided, however, that the Purchaser shall be entitled to make any disclosures required by it as a public company under applicable law, regulation or stock exchange rule without any consent of Vendor, including the filing of this Agreement as an exhibit thereto.", "references": ["Releases", "Enforceability", "Records", "Intellectual Property", "Base Salary", "Notices", "Tax Withholdings", "Vacations", "Taxes", "Qualifications", "Approvals", "Organizations", "Non-Disparagement", "Specific Performance", "Adjustments", "Assignments", "Entire Agreements", "Terminations", "Waiver Of Jury Trials", "Authority", "Survival", "Arbitration", "Venues", "Assigns", "Cooperation", "Counterparts", "Effective Dates", "Further Assurances", "Disability", "Forfeitures", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "No broker, finder or investment banker is entitled to any brokerage, finder\u2019s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of Parent or any of its Subsidiaries or for which Parent or any of its Subsidiaries may be financially liable.", "references": ["Confidentiality", "Change In Control", "Headings", "Closings", "Definitions", "Tax Withholdings", "Benefits", "Waivers", "Duties", "Further Assurances", "Taxes", "Forfeitures", "Governing Laws", "Books", "Remedies", "Payments", "Base Salary", "Approvals", "Warranties", "Fees", "Interests", "Participations", "Records", "Liens", "Anti-Corruption Laws", "Terminations", "Assigns", "No Conflicts", "Modifications", "Notices", "Brokers"], "gold": ["Brokers"]}
+{"input": "The headings contained herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.", "references": ["Solvency", "Confidentiality", "Disability", "Authority", "Brokers", "Fees", "Construction", "Payments", "Successors", "Tax Withholdings", "Titles", "Venues", "Intellectual Property", "Use Of Proceeds", "Terms", "Amendments", "Benefits", "Authorizations", "Submission To Jurisdiction", "Arbitration", "General", "Survival", "Litigations", "Closings", "Records", "Consent To Jurisdiction", "Vacations", "Forfeitures", "Base Salary", "Cooperation", "Headings"], "gold": ["Headings"]}
+{"input": "EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES.\u00a0\u00a0THIS WAIVER APPLIES TO ANY PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.", "references": ["Authority", "Disability", "Miscellaneous", "Definitions", "Entire Agreements", "Amendments", "Enforceability", "Venues", "Jurisdictions", "No Waivers", "Insurances", "Sanctions", "Death", "Qualifications", "Interpretations", "Benefits", "Effectiveness", "Vacations", "Payments", "Powers", "Assigns", "Governing Laws", "Sales", "Anti-Corruption Laws", "Costs", "Binding Effects", "Solvency", "Taxes", "Erisa", "Brokers", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Promptly after the filing, giving or receiving thereof, copies of all reports and notices with respect to any Reportable Event pertaining to any Pension Plan and copies of any notice by any Person of its intent to terminate any Pension Plan or any notice received by any Person regarding withdrawal liability from any Multiemployer Plan, and promptly upon the occurrence thereof, written notice of any contribution failure with respect to any Pension Plan sufficient to give rise to a lien under Section\u00a0303(k)\u00a0of ERISA.", "references": ["Compliance With Laws", "Counterparts", "Positions", "Adjustments", "Benefits", "Withholdings", "Submission To Jurisdiction", "Confidentiality", "Notices", "General", "Taxes", "Employment", "Titles", "Severability", "Effective Dates", "Releases", "Miscellaneous", "Insurances", "Fees", "Successors", "Tax Withholdings", "Consent To Jurisdiction", "Applicable Laws", "Entire Agreements", "Binding Effects", "Indemnifications", "Definitions", "Authorizations", "Duties", "Assigns", "Erisa"], "gold": ["Erisa"]}
+{"input": "All notices, requests, demands, and other communications hereunder shall be sufficient if in writing and shall be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to Executive at the last address he filed in writing with the Company or, in the case of the Company, at its principal office.", "references": ["Assigns", "Cooperation", "No Conflicts", "Powers", "Headings", "Records", "Closings", "Consent To Jurisdiction", "Authorizations", "Releases", "Indemnity", "Expenses", "Change In Control", "Consents", "Jurisdictions", "Assignments", "Base Salary", "Existence", "Compliance With Laws", "Vesting", "Disclosures", "Remedies", "Financial Statements", "Representations", "Fees", "Duties", "Sales", "Amendments", "Publicity", "No Waivers", "Notices"], "gold": ["Notices"]}
+{"input": "This Plan and all instruments issued thereunder or in connection therewith, shall be governed by, and interpreted in accordance with, the laws of the jurisdiction in which the Grantee is generally employed by the Company or provides services to the Company, excluding the choice of law rules thereof .", "references": ["Severability", "Records", "Consents", "Death", "Consent To Jurisdiction", "Publicity", "Confidentiality", "Erisa", "Sales", "Submission To Jurisdiction", "Terminations", "Integration", "Indemnity", "Expenses", "Survival", "General", "Use Of Proceeds", "Specific Performance", "Modifications", "Approvals", "Books", "Forfeitures", "Terms", "Enforcements", "Withholdings", "Effective Dates", "Tax Withholdings", "Arbitration", "Payments", "Venues", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Upon the occurrence of any Termination Event, the Administrative Agent may (unless otherwise instructed by all the Investors), or at the direction of any Investor shall, by notice to the SPV and the Master Servicer, declare the Termination Date to have occurred; provided , however , that in the case of any event described in Section\u00a08.1(d) \u00a0or 8.1(e) , the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event.\u00a0 Upon any such declaration or automatic occurrence, the Administrative Agent shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other applicable laws, all of which rights shall be cumulative.", "references": ["Qualifications", "Authorizations", "Integration", "Positions", "Representations", "Binding Effects", "Death", "Releases", "Publicity", "Erisa", "Benefits", "Disclosures", "Compliance With Laws", "Headings", "Powers", "Arbitration", "Governing Laws", "Expenses", "Duties", "Closings", "Amendments", "Tax Withholdings", "No Waivers", "Insurances", "Payments", "Effectiveness", "Base Salary", "Successors", "Enforceability", "Sanctions", "Terminations"], "gold": ["Terminations"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.", "references": ["Vacations", "Transactions With Affiliates", "Consent To Jurisdiction", "Interpretations", "Headings", "Participations", "Remedies", "Jurisdictions", "Agreements", "Brokers", "Confidentiality", "Enforceability", "Entire Agreements", "Sales", "Construction", "Further Assurances", "Capitalization", "Vesting", "Expenses", "Insurances", "Definitions", "Compliance With Laws", "Representations", "Change In Control", "Defined Terms", "Binding Effects", "Payments", "Costs", "Death", "Terms", "Erisa"], "gold": ["Erisa"]}
+{"input": "The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority, except for the filings necessary to perfect the Liens created by the Financing Documents and any necessary filings with the SEC, and (d) do not violate, conflict with or cause a breach or a default under (i)\u00a0 any of the Organizational Documents of any Credit Party, or (ii)\u00a0any Law applicable to any Credit Party or any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (ii), reasonably be expected to have a Material Adverse Effect.", "references": ["Base Salary", "Indemnity", "Sales", "Specific Performance", "Benefits", "Withholdings", "Assigns", "Expenses", "Disability", "Death", "Enforceability", "Authorizations", "Assignments", "Tax Withholdings", "Entire Agreements", "Consent To Jurisdiction", "Anti-Corruption Laws", "Warranties", "Existence", "Financial Statements", "Books", "Jurisdictions", "Representations", "Counterparts", "Compliance With Laws", "Brokers", "Arbitration", "Amendments", "Indemnifications", "No Conflicts", "Organizations"], "gold": ["Organizations"]}
+{"input": "The Parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the Parties. Prior to the termination of this Agreement pursuant to Section \u00a08.1 , it is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section \u00a09.11 , this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. Each Party accordingly agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement all in accordance with the terms of this Section \u00a09.11 . Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section \u00a09.11 , and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any Party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other Party, the End Date shall automatically be extended by such other time period established by the court presiding over such action.", "references": ["Terminations", "Authority", "Agreements", "Enforceability", "Death", "Sanctions", "Litigations", "Approvals", "Disability", "Headings", "Entire Agreements", "Organizations", "Capitalization", "Venues", "Construction", "Indemnifications", "Defined Terms", "Notices", "Effective Dates", "Solvency", "Titles", "Records", "Vacations", "Employment", "Terms", "Remedies", "Releases", "Sales", "Publicity", "Tax Withholdings", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "During the Employment Period, the Company agrees to employ Executive in the position of Chief Technology Officer. Executive will report to the Company\u2019s Chief Executive Officer, or to such other person as the Company subsequently may determine (your \u201c Supervisor \u201d), and Executive will be working out of the Company\u2019s office in New York City, New York. Executive will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive\u2019s position or as otherwise may be assigned or delegated to Executive by your Supervisor.", "references": ["Interpretations", "Enforcements", "Submission To Jurisdiction", "Survival", "Headings", "Governing Laws", "Books", "Base Salary", "Organizations", "Amendments", "Brokers", "Notices", "Non-Disparagement", "Specific Performance", "Applicable Laws", "Arbitration", "No Defaults", "Integration", "Disability", "Insurances", "Modifications", "Liens", "Closings", "Agreements", "Transactions With Affiliates", "Effective Dates", "Adjustments", "Remedies", "Confidentiality", "Cooperation", "Positions"], "gold": ["Positions"]}
+{"input": "If any provision or obligation under this Amendment and the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from the Loan Documents and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of the Loan Documents, provided , however , that if the rate of interest or any other amount payable under the Notes or this Amendment or any other Loan Document, or the right of collectability therefor, are declared to be or become invalid, illegal or unenforceable, Lenders\u2019 obligations to make advances under the Loan Documents shall not be enforceable by Borrower.", "references": ["Interests", "Anti-Corruption Laws", "Assigns", "Definitions", "Sales", "Notices", "Cooperation", "Records", "Solvency", "Terminations", "Base Salary", "Indemnifications", "Approvals", "Payments", "Fees", "Closings", "Disability", "Binding Effects", "Employment", "Specific Performance", "Intellectual Property", "Confidentiality", "Warranties", "Costs", "Submission To Jurisdiction", "Use Of Proceeds", "Representations", "Integration", "Change In Control", "Indemnity", "Severability"], "gold": ["Severability"]}
+{"input": "The \u201c Effective Date \u201d of this General Assignment shall be the Closing (as defined in the Agreement) of the sale and purchase of the Property.", "references": ["General", "Approvals", "Fees", "Litigations", "Amendments", "Effectiveness", "Tax Withholdings", "Construction", "Withholdings", "Taxes", "Warranties", "Terminations", "Notices", "Authority", "Waivers", "Brokers", "Arbitration", "Waiver Of Jury Trials", "Defined Terms", "Insurances", "Representations", "Venues", "Duties", "Specific Performance", "Indemnity", "Submission To Jurisdiction", "Vesting", "Consent To Jurisdiction", "Agreements", "Payments", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "(a) As of the Closing Date, immediately after giving effect to the Transactions and (b) as of any other date on which this representation is given, immediately after giving effect to the Borrowing or Issuance, and use of proceeds thereof, in each case on such date, the Borrowers, taken as a whole, are Solvent.", "references": ["Amendments", "Records", "Publicity", "Severability", "Enforcements", "Confidentiality", "Employment", "Adjustments", "Base Salary", "Consents", "Titles", "Remedies", "Taxes", "Disclosures", "Forfeitures", "Costs", "Indemnifications", "Payments", "Approvals", "Assigns", "Compliance With Laws", "Further Assurances", "Survival", "Tax Withholdings", "Agreements", "Effective Dates", "Governing Laws", "Venues", "Miscellaneous", "Powers", "Solvency"], "gold": ["Solvency"]}
+{"input": "If any provision of this Section 3 shall be held invalid or unenforceable in any jurisdiction or as to any Participant, such provision shall be construed and deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without materially altering the intent of the Plan, as determined by the Plan Administrator, such provision shall be stricken as to such jurisdiction or Participant, and the remainder of Section 3 shall remain in full force and effect as if such provision had not been included.", "references": ["Specific Performance", "Miscellaneous", "Change In Control", "Terminations", "Titles", "Forfeitures", "Authorizations", "Books", "Costs", "Consent To Jurisdiction", "Fees", "Organizations", "Confidentiality", "Survival", "Further Assurances", "Transactions With Affiliates", "Warranties", "Construction", "Submission To Jurisdiction", "Waivers", "Agreements", "Compliance With Laws", "Benefits", "Amendments", "Expenses", "No Conflicts", "Powers", "Financial Statements", "Terms", "Base Salary", "Severability"], "gold": ["Severability"]}
+{"input": "Borrower shall keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower\u2019s industry and location, and as Collateral Agent or Lender may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent and Lender. All property policies shall have a lender\u2019s loss payable endorsement showing Collateral Agent and Lender as an additional loss payee and all liability policies shall show Collateral Agent and Lender as an additional insured and all policies shall provide that the insurer must give Collateral Agent at least thirty (30) days notice before canceling its policy. At Collateral Agent\u2019s or Lender\u2019s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any property policy shall, at Collateral Agent\u2019s or Lender\u2019s option, be payable to Collateral Agent, for the benefit of Lender, or to Lender on account of the Obligations. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any property policy, toward the replacement or repair of destroyed or damaged property; provided that (a) any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent and Lender have been granted a first priority security interest and (b) after the occurrence and during the continuation of an Event of Default all proceeds payable under such property policy shall, at the option of Collateral Agent or Lender, be payable to Collateral Agent, for the benefit of Lender, or to Lender on account of the Obligations. If Borrower fails to obtain insurance as required under Section 6.8 or to pay any amount or furnish any required proof of payment to third persons and Collateral Agent, Collateral Agent or Lender may make all or part of such payment or obtain such insurance policies required in Section 6.8, and take any action under the policies Collateral Agent or Lender deems prudent. On or prior to the first Funding Date and prior to each policy renewal, Borrower shall furnish to Collateral Agent certificates of insurance or other evidence satisfactory to Collateral Agent that insurance complying with all of the above requirements is in effect.", "references": ["Warranties", "Agreements", "Consents", "Base Salary", "Forfeitures", "Amendments", "Indemnifications", "Transactions With Affiliates", "Effective Dates", "Withholdings", "Intellectual Property", "Titles", "Death", "Compliance With Laws", "Waivers", "Applicable Laws", "No Conflicts", "Financial Statements", "Defined Terms", "Construction", "Records", "Indemnity", "Costs", "Existence", "Integration", "Powers", "Arbitration", "Entire Agreements", "Successors", "Sanctions", "Insurances"], "gold": ["Insurances"]}
+{"input": "THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE OR PERMIT THE LAWS OF ANY OTHER JURISDICTION TO APPLY.", "references": ["Construction", "Waiver Of Jury Trials", "Sales", "Jurisdictions", "Vesting", "Further Assurances", "No Waivers", "Governing Laws", "Terminations", "Amendments", "Remedies", "Sanctions", "Consents", "Powers", "Intellectual Property", "Severability", "Effectiveness", "Change In Control", "Assignments", "Transactions With Affiliates", "Capitalization", "No Conflicts", "Organizations", "Notices", "Waivers", "Records", "Authority", "Books", "Base Salary", "Interests", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Except (i) as disclosed in the SEC Reports and (ii) Riviera Finance of Texas, Inc. v. Samson Oil & Gas USA, Inc., no. 1:18-cv-00316, U.S.D.C., D. Colorado, (filed February 8, 2018)(seeking $100,271.00 plus costs, fees and punitive damages for unpaid invoices of Spydr Oilfield Services, LLC for unauthorized roustabout services) (the \u201c Riviera Litigation \u201d), there is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) is reasonably expected by the Company to result in a Material Adverse Effect. Except as disclosed in the SEC Reports, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Proceeding involving a claim of violation of or liability under federal or state securities laws.", "references": ["Use Of Proceeds", "Vacations", "Insurances", "Taxes", "Modifications", "Disclosures", "Payments", "Fees", "Cooperation", "Records", "Applicable Laws", "Governing Laws", "Confidentiality", "Approvals", "Forfeitures", "Consents", "Benefits", "Waiver Of Jury Trials", "Effective Dates", "Survival", "Interests", "Terminations", "Erisa", "Compliance With Laws", "Severability", "Miscellaneous", "Subsidiaries", "Waivers", "Further Assurances", "Tax Withholdings", "Litigations"], "gold": ["Litigations"]}
+{"input": "In the event that Executive dies during the Term of this Agreement, this Agreement shall automatically terminate on the date of Executive\u2019s death.\u00a0Upon termination due to Executive\u2019s death pursuant to this Section 7(b), Executive\u2019s estate shall be entitled to:\u00a0(i) continuing payment of Executive\u2019s base salary described in Section 5(a) and as of the Termination Date through the Termination Date and for a period of six (6) months following the Termination Date;\u00a0(ii) if not previously paid prior to the Termination Date, incentive based compensation as described in Section 5(b) of this Agreement for the year prior to the Fiscal Year in which the Termination Date occurs; (iii) accrued but unused PTO through the Termination Date; (iv) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement; (v) if not previously paid prior to the Termination Date, a prorated share of the incentive based compensation described in Section 5(b) for the Fiscal Year in which the Termination Date occurs, payable in accordance with such Section; and (vi) continuing medical benefits as set forth in Section 5(e) herein.\u00a0In addition, in the event of Executive\u2019s death, any Award (as that term is defined in the EIP) granted to Executive pursuant to the EIP shall become immediately and fully vested.", "references": ["Integration", "Books", "Indemnifications", "Adjustments", "Defined Terms", "Positions", "Brokers", "Approvals", "Counterparts", "Disclosures", "Litigations", "Capitalization", "Venues", "Existence", "Specific Performance", "Base Salary", "Binding Effects", "Sales", "Tax Withholdings", "Successors", "Confidentiality", "Headings", "Consent To Jurisdiction", "Enforcements", "Modifications", "Miscellaneous", "Participations", "Closings", "Compliance With Laws", "Vesting", "Death"], "gold": ["Death"]}
+{"input": "THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.", "references": ["Existence", "Books", "Subsidiaries", "Benefits", "Tax Withholdings", "Adjustments", "Approvals", "Costs", "Authority", "Anti-Corruption Laws", "Organizations", "Enforceability", "Consent To Jurisdiction", "Arbitration", "No Waivers", "Applicable Laws", "Consents", "Positions", "Cooperation", "Insurances", "Definitions", "Representations", "Closings", "Binding Effects", "Brokers", "Releases", "Modifications", "Financial Statements", "Change In Control", "Employment", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.\u00a0 This Agreement is not intended to and shall not constitute a novation.\u00a0 All Loans made and Secured Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents.\u00a0 Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the \u201cLoan Documents\u201d (as defined in the Existing Credit Agreement) to the \u201cAdministrative Agent\u201d, the \u201cCredit Agreement\u201d and the \u201cLoan Documents\u201d shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting \u201cSecured Obligations\u201d with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall administer such reallocations, sales, assignments or other relevant actions in respect of each Lender\u2019s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender\u2019s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflect such Lender\u2019s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Effective Date and (e) the Company hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the \u201cEurocurrency Loans\u201d under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof.", "references": ["Use Of Proceeds", "Integration", "Effective Dates", "Approvals", "Liens", "Positions", "Arbitration", "Disability", "Confidentiality", "Withholdings", "Powers", "Vacations", "No Waivers", "Assigns", "Non-Disparagement", "Taxes", "Jurisdictions", "Vesting", "Miscellaneous", "Forfeitures", "Interests", "Death", "No Conflicts", "Interpretations", "Enforceability", "Notices", "Effectiveness", "Publicity", "Capitalization", "Insurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "If any provision of this Agreement shall be held to be invalid or unenforceable, and is not reformed by a court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein.", "references": ["Miscellaneous", "Powers", "Notices", "Anti-Corruption Laws", "Brokers", "Sales", "Interpretations", "Withholdings", "Further Assurances", "Terms", "Waivers", "Authorizations", "Tax Withholdings", "Disability", "Submission To Jurisdiction", "Non-Disparagement", "Organizations", "Payments", "Insurances", "Forfeitures", "Use Of Proceeds", "Titles", "Headings", "Erisa", "Cooperation", "Duties", "Consent To Jurisdiction", "Publicity", "Costs", "Warranties", "Severability"], "gold": ["Severability"]}
+{"input": "The Company and the Stockholder shall enter into a termination and release agreement to terminate the Stockholders Agreement, with effect from and after the Closing, which agreement shall include a mutual release by the Stockholder and the Company of the other party and their respective Affiliates from all liabilities or obligations arising under the Stockholders Agreement from and after the Closing; provided that, for the avoidance of doubt, such release will not extend to rights or obligations related to other contractual or fiduciary relationships or arrangements between or among the foregoing.", "references": ["Entire Agreements", "Employment", "Construction", "Use Of Proceeds", "Indemnity", "Forfeitures", "Cooperation", "Disclosures", "Change In Control", "Existence", "Enforceability", "Titles", "Effective Dates", "Confidentiality", "Non-Disparagement", "Benefits", "Authorizations", "Applicable Laws", "Interpretations", "Erisa", "Publicity", "Headings", "Representations", "Tax Withholdings", "Closings", "Records", "Litigations", "General", "Waiver Of Jury Trials", "Amendments", "Releases"], "gold": ["Releases"]}
+{"input": "Such Shareholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of such Shareholder, and no other proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.\u00a0\u00a0This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors\u2019 rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.", "references": ["Use Of Proceeds", "Liens", "Vacations", "Cooperation", "Authority", "General", "Adjustments", "Amendments", "Non-Disparagement", "Withholdings", "Records", "Employment", "Consents", "Anti-Corruption Laws", "Books", "Representations", "Expenses", "Waiver Of Jury Trials", "Binding Effects", "Assignments", "Modifications", "Specific Performance", "Base Salary", "Confidentiality", "Titles", "Severability", "Terminations", "Authorizations", "Jurisdictions", "Construction", "Powers"], "gold": ["Powers"]}
+{"input": "Capitalized terms used herein without definition are used as defined in the Loan Agreement.", "references": ["Jurisdictions", "Titles", "Disability", "Successors", "Effectiveness", "General", "Litigations", "No Conflicts", "Terminations", "Sanctions", "Assigns", "Employment", "Intellectual Property", "Warranties", "Consent To Jurisdiction", "Fees", "Solvency", "Assignments", "Liens", "Notices", "No Waivers", "Enforceability", "Applicable Laws", "Change In Control", "Brokers", "No Defaults", "Governing Laws", "Base Salary", "Releases", "Modifications", "Definitions"], "gold": ["Definitions"]}
+{"input": "In consideration of Executive\u2019s employment with the Company, the Company and Executive agree that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive\u2019s employment with the Company or the termination of Executive\u2019s employment with the Company, including any breach of this Agreement, but not including those arising out of, relating to, or resulting from the PIAA, will be subject to binding arbitration.\u00a0 Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, discrimination or wrongful termination and any statutory claims.\u00a0 Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.", "references": ["Headings", "Authority", "Waivers", "Authorizations", "Terms", "Publicity", "Disability", "Adjustments", "Interpretations", "Submission To Jurisdiction", "Powers", "No Conflicts", "Releases", "Counterparts", "Participations", "Terminations", "Existence", "Waiver Of Jury Trials", "Binding Effects", "Anti-Corruption Laws", "Interests", "Erisa", "Positions", "Duties", "Indemnifications", "Use Of Proceeds", "Forfeitures", "Effective Dates", "Consents", "Successors", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement shall take effect on the date first set forth above and shall terminate upon the earlier of (a)\u00a0the termination of the Employee\u2019s employment with the Company for any reason other than the occurrence of a Qualifying Termination during the CIC Window, or (b)\u00a0the expiration of the Post-CIC Window if the Employee is still employed by the Company.", "references": ["Terminations", "Enforcements", "Consent To Jurisdiction", "Withholdings", "Capitalization", "Cooperation", "Remedies", "Erisa", "Employment", "Arbitration", "Duties", "Entire Agreements", "Use Of Proceeds", "Governing Laws", "Positions", "Base Salary", "Effectiveness", "Further Assurances", "Liens", "Indemnity", "Expenses", "Headings", "Forfeitures", "Submission To Jurisdiction", "Defined Terms", "Effective Dates", "Participations", "No Defaults", "Consents", "Indemnifications", "Terms"], "gold": ["Terms"]}
+{"input": "Notwithstanding any contrary language of this Plan, upon a Participant\u2019s (i) termination due to Retirement, (ii) termination due to death, (iii) Disability or (iv) a Covered Termination (as such term has been defined in Section 1.16), such Participant shall be one hundred percent (100%) vested in all of his undistributed Deferral Contributions, Matching Contributions and/or Discretionary Contributions, as well as any appreciation (or depreciation) specifically attributable to such amounts due to Investment Adjustments.", "references": ["Survival", "Enforcements", "Successors", "Powers", "General", "Vesting", "Organizations", "Compliance With Laws", "Forfeitures", "Applicable Laws", "Miscellaneous", "Capitalization", "Modifications", "Further Assurances", "Brokers", "Records", "Releases", "Titles", "Approvals", "Enforceability", "Waiver Of Jury Trials", "Costs", "Positions", "Withholdings", "Consents", "Interpretations", "No Conflicts", "Books", "Disability", "Construction", "Death"], "gold": ["Death"]}
+{"input": "Any notice required or permitted under this Agreement shall be deemed given when delivered either personally, by overnight courier, or when deposited in a United States Post Office, postage prepaid, addressed as appropriate, to the Participant either at his/her address set forth below or such other address as he or she may designate in writing to the Company, or to the Company: Attention: Vice President - Legal (or said designee), at the Company's address or such other address as the Company may designate in writing to the Participant.", "references": ["Warranties", "Submission To Jurisdiction", "Liens", "Tax Withholdings", "No Conflicts", "No Waivers", "Assignments", "Existence", "Miscellaneous", "Effective Dates", "Construction", "Books", "Organizations", "Forfeitures", "Expenses", "Positions", "Compliance With Laws", "Insurances", "Records", "Subsidiaries", "Representations", "Defined Terms", "No Defaults", "Sales", "Enforcements", "Headings", "Sanctions", "Benefits", "Base Salary", "Capitalization", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement, together with the Restrictive Covenant Agreement, constitutes the entire agreement between the parties hereto and supersedes all prior agreements, including the Severance Plan, as well as any prior understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. The Executive acknowledges that no representations, warranties, promises, covenants, agreements or obligations, oral or written, have been made other than those expressly stated herein, and that he has not relied on any other representations, warranties, promises, covenants, agreements or obligations in signing this Agreement. For the avoidance of doubt, if there is a conflict between this Agreement and the terms and provisions of the agreements pursuant to which the Class B Interests were granted, this Agreement shall control.", "references": ["Interests", "Non-Disparagement", "Integration", "Use Of Proceeds", "Vesting", "Releases", "Arbitration", "Expenses", "Headings", "Miscellaneous", "Submission To Jurisdiction", "Survival", "Duties", "Waiver Of Jury Trials", "Sales", "General", "Representations", "Terminations", "Governing Laws", "Withholdings", "Defined Terms", "Adjustments", "Participations", "Cooperation", "Solvency", "Severability", "Approvals", "Counterparts", "Liens", "Confidentiality", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall terminate upon the earlier of (i)\u00a0the tenth anniversary of the date of this Agreement or (ii)\u00a0the date as of which (A)\u00a0all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section\u00a04(a)(3)\u00a0of the Securities Act and Rule\u00a0174 thereunder (or any successor rule\u00a0promulgated thereafter by the Commission)) or (B)\u00a0the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule\u00a0144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section\u00a03.5 and Article\u00a0IV shall survive any termination.", "references": ["Capitalization", "Insurances", "Definitions", "Indemnifications", "Benefits", "Arbitration", "Specific Performance", "Modifications", "Amendments", "Jurisdictions", "Powers", "Costs", "General", "Fees", "Authorizations", "Approvals", "Forfeitures", "Effectiveness", "Representations", "No Waivers", "Duties", "Terminations", "Use Of Proceeds", "Withholdings", "Interests", "Expenses", "Change In Control", "Authority", "Liens", "Further Assurances", "Terms"], "gold": ["Terms"]}
+{"input": "From time to time on and after the date hereof, the Company and the Shareholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.", "references": ["Entire Agreements", "Waiver Of Jury Trials", "Forfeitures", "Binding Effects", "Liens", "Qualifications", "Erisa", "Death", "Indemnifications", "Publicity", "Taxes", "Costs", "Adjustments", "Withholdings", "Books", "Modifications", "Effective Dates", "Anti-Corruption Laws", "No Conflicts", "No Defaults", "Capitalization", "Defined Terms", "General", "Interpretations", "Successors", "Releases", "Specific Performance", "Approvals", "Applicable Laws", "Submission To Jurisdiction", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "(a)Unless previously terminated, (i)\u00a0the Term Commitments shall automatically terminate on the Second Refinancing Facility Agreement Effective Date and (ii)\u00a0the Revolving Commitments shall automatically terminate on the Revolving Maturity Date.", "references": ["Books", "No Waivers", "Agreements", "Vesting", "Arbitration", "Jurisdictions", "Positions", "Amendments", "Submission To Jurisdiction", "Survival", "Releases", "Consent To Jurisdiction", "No Defaults", "Titles", "Terms", "Sanctions", "Brokers", "Authorizations", "Qualifications", "Compliance With Laws", "Closings", "Records", "Intellectual Property", "Liens", "Warranties", "Payments", "Notices", "Assignments", "Powers", "Successors", "Terminations"], "gold": ["Terminations"]}
+{"input": "Each Subordinated Creditor (with respect to Subordinated Debt owing to it) and each Debtor (with respect to Subordinated Debt owed by it) will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Administrative Agent may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder.", "references": ["Binding Effects", "Insurances", "Remedies", "Organizations", "Death", "Subsidiaries", "Warranties", "Approvals", "No Waivers", "Survival", "Adjustments", "Notices", "Powers", "Positions", "Representations", "Submission To Jurisdiction", "Assigns", "Terminations", "Waiver Of Jury Trials", "Consents", "Indemnifications", "Books", "Sanctions", "Use Of Proceeds", "Modifications", "Terms", "Defined Terms", "Anti-Corruption Laws", "Financial Statements", "Vesting", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Any notice to the Participant relating to this Agreement shall be in writing and delivered in person or by mail, fax, or email transmission to the address or addresses on file with the Company. Any notice to the Company shall be addressed to it at its principal office, and be specifically directed to the attention of the Corporate Secretary. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.", "references": ["Costs", "Entire Agreements", "Further Assurances", "Solvency", "Warranties", "Erisa", "Withholdings", "Enforceability", "Books", "Submission To Jurisdiction", "Terms", "Vacations", "Confidentiality", "Assigns", "No Conflicts", "Assignments", "Definitions", "Integration", "Arbitration", "Authorizations", "Binding Effects", "Counterparts", "Authority", "Participations", "Successors", "Severability", "Sanctions", "Compliance With Laws", "Survival", "Sales", "Notices"], "gold": ["Notices"]}
+{"input": "Unless otherwise provided by the Committee in an Award Agreement: (i) the Restricted Period shall lapse with respect to one-third of the Restricted Stock and Restricted Stock Units on each of the first three anniversaries of the Date of Grant ; and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon the termination of employment or service of the Participant granted the applicable Award.", "references": ["Benefits", "Assignments", "Miscellaneous", "Anti-Corruption Laws", "Jurisdictions", "Closings", "Adjustments", "Entire Agreements", "Headings", "Capitalization", "Approvals", "Subsidiaries", "Disclosures", "Change In Control", "Waiver Of Jury Trials", "Indemnity", "Further Assurances", "No Conflicts", "Agreements", "Transactions With Affiliates", "Publicity", "Sales", "Defined Terms", "Waivers", "Definitions", "Use Of Proceeds", "Compliance With Laws", "Death", "Releases", "Successors", "Vesting"], "gold": ["Vesting"]}
+{"input": "No Party shall assign any of its interests or rights under this Agreement without the prior written consent of the other Parties (such consent not to be unreasonably withheld), and no assignment of the interests or rights of any Party shall be binding upon the Escrow Agent unless and until written notice of such assignment shall be filed with and consented to by the Escrow Agent (such consent not to be unreasonably withheld). To comply with United States federal law including USA Patriot Act requirements, assignees shall provide to the Escrow Agent the appropriate\u00a0 IRS Form\u00a0W-9 or W-8 (as applicable) and such other forms and documentation that the Escrow Agent may request to verify identification and authorization to act.\u00a0 Any transfer or assignment of the rights, interests or obligations hereunder in violation of the terms hereof shall be void and of no force or effect.", "references": ["Qualifications", "Applicable Laws", "Confidentiality", "Waiver Of Jury Trials", "Integration", "Records", "Remedies", "Cooperation", "Notices", "Warranties", "No Conflicts", "Binding Effects", "Death", "Authority", "Litigations", "Jurisdictions", "Counterparts", "Terms", "Vacations", "Compliance With Laws", "Successors", "No Waivers", "Consents", "Subsidiaries", "Brokers", "Enforcements", "Insurances", "Tax Withholdings", "Expenses", "Effective Dates", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Subscriber covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Subscriber may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to such Subscriber in connection with this Offering or as a result of discussions with or inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through no action by the Subscriber; provided, however, that a Subscriber may disclose such information to its attorneys, accountants, consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long as any such professional to whom such information is disclosed is made aware of the Subscriber\u2019s obligations hereunder and such professional agrees to be likewise bound as though such professional were a party hereto.", "references": ["Releases", "Disability", "Fees", "Survival", "Successors", "Indemnity", "Financial Statements", "Books", "Authorizations", "Authority", "Publicity", "Positions", "Entire Agreements", "Integration", "Approvals", "Warranties", "Payments", "Liens", "Insurances", "Remedies", "Severability", "Applicable Laws", "Subsidiaries", "Enforcements", "Disclosures", "Modifications", "Intellectual Property", "Enforceability", "Taxes", "Effectiveness", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Subject to the satisfaction of the threshold Performance Criteria set forth in Section 2 and Appendix A of this Certificate and in accordance with Sections 4 and 5 below, the Award which has provisionally vested under Section 2 above will vest on the third anniversary of the Grant Date (the \u201c Vesting Date \u201d). Your Award will vest to the extent provided in, and in accordance with, the terms of this Certificate. If Your employment terminates or if You cease providing services to the Company or a Subsidiary for any reason other than as set forth in Section 4 or 5 below, prior to the Vesting Date, Your unvested Award will be automatically cancelled.", "references": ["Change In Control", "Definitions", "Adjustments", "Withholdings", "Costs", "Enforcements", "Solvency", "Qualifications", "Titles", "Death", "Brokers", "Subsidiaries", "Erisa", "General", "Defined Terms", "Venues", "Remedies", "Binding Effects", "Representations", "Base Salary", "Notices", "Entire Agreements", "Terms", "Existence", "Tax Withholdings", "Assigns", "Waivers", "No Defaults", "Specific Performance", "Fees", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement may be executed simultaneously in two or more separate counterparts, any one of which need not contain the signatures of more than one party, but each of which shall be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto.", "references": ["Defined Terms", "Interests", "Waiver Of Jury Trials", "Survival", "Waivers", "Organizations", "Effectiveness", "General", "Releases", "Cooperation", "Authority", "Disclosures", "Remedies", "Intellectual Property", "Vacations", "Adjustments", "Governing Laws", "Benefits", "Approvals", "Integration", "Powers", "No Conflicts", "Costs", "Interpretations", "Capitalization", "Authorizations", "Employment", "Tax Withholdings", "Taxes", "Successors", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No provision of this Section 15 shall be effective unless and until the Board has determined to implement such provision.", "references": ["Confidentiality", "Financial Statements", "Use Of Proceeds", "Enforceability", "Compliance With Laws", "No Waivers", "Authorizations", "Publicity", "Waiver Of Jury Trials", "Costs", "Interests", "Remedies", "Defined Terms", "Change In Control", "Adjustments", "Qualifications", "Notices", "Positions", "Headings", "Solvency", "Further Assurances", "No Defaults", "Erisa", "Existence", "Definitions", "No Conflicts", "Assigns", "Entire Agreements", "Expenses", "Assignments", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.", "references": ["Payments", "Anti-Corruption Laws", "Records", "Books", "Remedies", "Modifications", "Indemnifications", "Titles", "No Waivers", "Vacations", "Indemnity", "Withholdings", "Definitions", "Authority", "Death", "Adjustments", "Sales", "Employment", "Intellectual Property", "Consent To Jurisdiction", "Interests", "Authorizations", "Assigns", "Binding Effects", "Amendments", "Base Salary", "Duties", "Subsidiaries", "Effectiveness", "Existence", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "A Participant shall be 100% vested in his Account at all times.", "references": ["Duties", "Subsidiaries", "Effective Dates", "Existence", "Successors", "Terminations", "Publicity", "Severability", "Death", "Fees", "Modifications", "Effectiveness", "Interests", "Erisa", "Enforcements", "Venues", "Jurisdictions", "Disability", "Headings", "Entire Agreements", "Anti-Corruption Laws", "Survival", "Forfeitures", "Miscellaneous", "Notices", "Waivers", "Solvency", "Disclosures", "Confidentiality", "Liens", "Vesting"], "gold": ["Vesting"]}
+{"input": "DSS 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.", "references": ["Miscellaneous", "Entire Agreements", "Enforcements", "Assignments", "Approvals", "Fees", "Publicity", "Sanctions", "Effectiveness", "Tax Withholdings", "Assigns", "Forfeitures", "Vesting", "Books", "General", "Agreements", "Organizations", "Indemnifications", "No Waivers", "Anti-Corruption Laws", "Transactions With Affiliates", "Jurisdictions", "Payments", "Benefits", "Successors", "No Defaults", "Terminations", "Applicable Laws", "Qualifications", "Erisa", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The parties acknowledge that each party and its counsel have reviewed this Agreement and each Other Document and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement and each Other Document or any amendments, schedules or exhibits thereto.", "references": ["Entire Agreements", "Cooperation", "Costs", "Compliance With Laws", "Benefits", "Modifications", "Indemnity", "Brokers", "Waiver Of Jury Trials", "Specific Performance", "Liens", "Indemnifications", "Sanctions", "Authorizations", "Governing Laws", "Adjustments", "Survival", "Notices", "Miscellaneous", "Agreements", "Transactions With Affiliates", "Authority", "Applicable Laws", "Anti-Corruption Laws", "Titles", "No Conflicts", "Closings", "Vesting", "Disability", "Financial Statements", "Construction"], "gold": ["Construction"]}
+{"input": "The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have with respect to such amount under any applicable law or regulation.", "references": ["Litigations", "Releases", "Benefits", "Assignments", "Subsidiaries", "Use Of Proceeds", "Brokers", "Approvals", "Enforcements", "Existence", "Effectiveness", "Assigns", "Erisa", "Consents", "Confidentiality", "No Conflicts", "Insurances", "General", "Change In Control", "Payments", "Representations", "Warranties", "Venues", "Vacations", "Miscellaneous", "Transactions With Affiliates", "Binding Effects", "Specific Performance", "Costs", "Indemnifications", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Guaranty shall not terminate until such time, if any, as (i) all Obligations shall be finally and irrevocably paid in full in cash, (ii) no Notes shall remain outstanding, (iii) all commitments to lend under the Purchase Agreements shall have terminated and (iv) there shall exist no other outstanding payment or reimbursement obligations (other than contingent indemnification obligations for which no claims shall have been asserted) of the Borrower or the Guarantors to the Agent under any of the Transaction Documents. Thereafter, but subject to the following, Agent, on its behalf and as agent for Purchasers, shall take such action and execute such documents as the Guarantors may request (and at the Guarantors\u2019 cost and expense) in order to evidence the termination of this Guaranty. Payment of all of the Obligations owing from time to time shall not operate as a discontinuance of this Guaranty. Each Guarantor further agrees that, to the extent that any Company makes a payment or payments to Purchasers or Agent on the Obligations, or Purchasers or Agent receive any proceeds of collateral securing the Obligations or any other payments with respect to the Obligations, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to any Company, its estate, trustee, receiver, debtor in possession or any other person or entity, including, without limitation, the Guarantors, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred, and this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by any Purchaser or Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to any Purchaser\u2019s or Agent\u2019s rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable. Upon satisfaction of the Obligations the Guarantors\u2019 obligations under this Agreement shall immediately terminate and the Guaranty shall be void.", "references": ["Erisa", "Employment", "Brokers", "Interpretations", "General", "Releases", "Approvals", "Waivers", "Indemnity", "Intellectual Property", "Integration", "Enforcements", "Benefits", "Expenses", "Authority", "Transactions With Affiliates", "Disclosures", "Assigns", "Costs", "Interests", "Duties", "Capitalization", "Effectiveness", "Organizations", "Defined Terms", "Fees", "Severability", "Forfeitures", "Adjustments", "Remedies", "Terminations"], "gold": ["Terminations"]}
+{"input": "This letter agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.", "references": ["Employment", "Closings", "Existence", "Defined Terms", "Erisa", "Participations", "Construction", "Assignments", "Vesting", "Costs", "Withholdings", "Subsidiaries", "Consents", "Modifications", "No Waivers", "Duties", "Books", "Titles", "Terms", "Payments", "Interests", "Applicable Laws", "No Defaults", "Use Of Proceeds", "Transactions With Affiliates", "Terminations", "Severability", "Litigations", "Jurisdictions", "Representations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from each Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph\u00a0(e) of this Section, or of any reimbursement payment required to be refunded to the Company for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Waivers", "Survival", "Litigations", "Construction", "No Waivers", "Change In Control", "Consent To Jurisdiction", "Venues", "No Defaults", "Fees", "Waiver Of Jury Trials", "Employment", "Effectiveness", "Taxes", "Further Assurances", "No Conflicts", "Qualifications", "Compliance With Laws", "Modifications", "Confidentiality", "General", "Duties", "Authorizations", "Transactions With Affiliates", "Arbitration", "Disability", "Assigns", "Defined Terms", "Amendments", "Submission To Jurisdiction", "Participations"], "gold": ["Participations"]}
+{"input": "The consummation of each of (i)\u00a0the purchase and sale of the Series\u00a0D Preferred Initial Closing Units (the \u201c Initial Closing \u201d) and (ii)\u00a0the purchase and sale of the Series\u00a0D Preferred Second Closing Units (the \u201c Second Closing \u201d) shall take place at the offices of Sidley Austin LLP, 1000 Louisiana St., Suite 6000, Houston, Texas 77002 (or such other location as agreed to by the Partnership and the Purchasers).", "references": ["Titles", "Base Salary", "Expenses", "Vacations", "Consents", "Authorizations", "Capitalization", "Miscellaneous", "Submission To Jurisdiction", "Publicity", "Records", "Construction", "Taxes", "Powers", "Compliance With Laws", "Duties", "Terms", "Existence", "Brokers", "Approvals", "Disclosures", "Remedies", "Qualifications", "Benefits", "Enforcements", "Payments", "Death", "Agreements", "Litigations", "Assigns", "Closings"], "gold": ["Closings"]}
+{"input": "In the event the Executive\u2019s employment with the Company terminates for any reason (including death or disability), the Company shall pay to the Executive (i) any Base Salary as well as accrued vacation pay, expense reimbursements, compensation and benefits under any Plan, and any and all benefits and other similar amounts, accrued but unpaid as of the date of termination, and (ii) the awarded but unpaid portion, if any, of the Performance Bonus (or any other bonus program then in effect) for any prior year.", "references": ["Insurances", "Fees", "Approvals", "Closings", "Interests", "Expenses", "Vacations", "Interpretations", "Survival", "Sanctions", "Specific Performance", "Cooperation", "Remedies", "Disclosures", "Venues", "Withholdings", "Consent To Jurisdiction", "Terminations", "Capitalization", "Counterparts", "Duties", "Terms", "Anti-Corruption Laws", "Definitions", "Warranties", "Assigns", "Waiver Of Jury Trials", "Employment", "Litigations", "Indemnifications", "General"], "gold": ["General"]}
+{"input": "Upon the payment in full of the Secured Obligations, the termination of all Commitments, and termination of the Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, Lien and security interest in the Trademark Collateral under this Trademark Security Agreement.", "references": ["Miscellaneous", "General", "Tax Withholdings", "Transactions With Affiliates", "Interpretations", "Effective Dates", "Payments", "No Conflicts", "Change In Control", "Taxes", "Approvals", "Financial Statements", "Sales", "Construction", "Enforcements", "Authorizations", "Modifications", "Survival", "Assigns", "Withholdings", "Fees", "Titles", "Warranties", "Books", "Records", "Applicable Laws", "No Defaults", "Submission To Jurisdiction", "Consents", "Benefits", "Terminations"], "gold": ["Terminations"]}
+{"input": "All capitalized terms used without definition in the body of this Agreement shall have the meanings assigned to such terms in Exhibit \u00a0B attached hereto and by this reference incorporated herein.", "references": ["Indemnity", "Payments", "Qualifications", "Powers", "Benefits", "Expenses", "Sanctions", "Defined Terms", "Compliance With Laws", "Non-Disparagement", "Headings", "No Waivers", "Venues", "Tax Withholdings", "Erisa", "Assignments", "Enforceability", "Taxes", "Integration", "Notices", "Titles", "Jurisdictions", "Positions", "Closings", "Death", "Forfeitures", "Cooperation", "Confidentiality", "Terminations", "Withholdings", "Definitions"], "gold": ["Definitions"]}
+{"input": "Should it become necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable attorneys\u2019 fees at all trial and appellate levels, and in insolvency, bankruptcy and regulatory proceedings, and all related expenses and costs. Any suit, action or proceeding with respect to this agreement shall be brought in the courts of Lee County in the State of Florida or in the U.S. District Court for the Central District of Florida. The parties hereto hereby accept the exclusive jurisdiction of those courts for the purpose of any such suit, action, or proceeding.", "references": ["Construction", "Taxes", "Remedies", "Venues", "Definitions", "Confidentiality", "Defined Terms", "Successors", "Subsidiaries", "No Waivers", "Tax Withholdings", "Vesting", "Use Of Proceeds", "Further Assurances", "Disability", "Disclosures", "Non-Disparagement", "Releases", "Organizations", "Severability", "Sales", "Solvency", "Costs", "Indemnity", "Amendments", "Assignments", "No Defaults", "Modifications", "Terminations", "Titles", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Except as otherwise expressly set forth herein, each of the parties hereby agrees that each party shall bear any fees and expenses incurred by or on behalf of, or paid or payable by, such party as a result of or in connection with this Agreement and the transactions contemplated herein.", "references": ["Base Salary", "Entire Agreements", "Fees", "Consent To Jurisdiction", "Severability", "Cooperation", "Titles", "Waivers", "Indemnifications", "Positions", "Effective Dates", "Governing Laws", "Warranties", "Vacations", "Enforceability", "Amendments", "Specific Performance", "Closings", "Insurances", "Miscellaneous", "Definitions", "Successors", "Representations", "Applicable Laws", "Tax Withholdings", "Disclosures", "Subsidiaries", "General", "Forfeitures", "No Defaults", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement (including those provisions set forth in the Plan that are incorporated herein by reference) and the Grant Notifications, and all actions taken hereunder or under the Plan shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflict of law principles thereof.", "references": ["Assignments", "Compliance With Laws", "Venues", "Specific Performance", "Benefits", "No Waivers", "Successors", "General", "Consents", "Integration", "Terms", "Use Of Proceeds", "Releases", "Enforcements", "Forfeitures", "Submission To Jurisdiction", "Amendments", "Titles", "Vacations", "Employment", "Anti-Corruption Laws", "Brokers", "Vesting", "Indemnity", "Severability", "Sanctions", "Waivers", "Solvency", "Miscellaneous", "Publicity", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement, together with the Separation Agreement, constitutes the entire agreement between Mr. McCallister and the Company with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between Mr. McCallister and the Company with respect to the subject matter hereof, whether written or oral.", "references": ["Use Of Proceeds", "Intellectual Property", "Liens", "Effective Dates", "Anti-Corruption Laws", "Successors", "Binding Effects", "Capitalization", "Miscellaneous", "Disability", "Assignments", "Closings", "Payments", "Positions", "Jurisdictions", "Remedies", "Disclosures", "No Defaults", "Erisa", "Warranties", "Sanctions", "Enforcements", "Benefits", "Non-Disparagement", "Adjustments", "Organizations", "Sales", "Severability", "Counterparts", "Integration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "As of the Closing Date, except as disclosed in Parent\u2019s Form S-11 registration statement as filed with the SEC on or prior to the Closing Date, there are no actions, suits, proceedings or investigations pending as to which the Borrower or the Restricted Subsidiaries have been served or have received notice or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or the Restricted Subsidiaries or any Property of any of them before any Governmental Authority which could reasonably be expected to have a Material Adverse Effect.", "references": ["Capitalization", "Organizations", "Liens", "Forfeitures", "Releases", "Warranties", "Agreements", "Use Of Proceeds", "Payments", "Modifications", "Interpretations", "Costs", "Base Salary", "Anti-Corruption Laws", "Records", "Severability", "Erisa", "No Waivers", "Subsidiaries", "No Conflicts", "Consents", "Headings", "Powers", "Approvals", "Authority", "Notices", "Further Assurances", "Indemnity", "Venues", "Applicable Laws", "Litigations"], "gold": ["Litigations"]}
+{"input": "Except as set forth in Section\u00a09.1 above and Section\u00a09.2.2(a) through(c) below, the terms of this Agreement may not be disclosed by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement, its subject matter or the activities of the Parties hereunder without the prior express written permission of the other Party, except as may be required by Law or expressly permitted by the terms hereof.", "references": ["Assignments", "Terms", "Defined Terms", "Approvals", "Transactions With Affiliates", "Indemnity", "Costs", "Liens", "Participations", "Binding Effects", "Jurisdictions", "Death", "Litigations", "Agreements", "Miscellaneous", "Compliance With Laws", "Existence", "Governing Laws", "Vesting", "Effective Dates", "Brokers", "Survival", "Employment", "Books", "Construction", "Modifications", "Organizations", "Interests", "Consent To Jurisdiction", "Notices", "Publicity"], "gold": ["Publicity"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \" SEC Reports \") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.\u00a0 As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.\u00a0 The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.\u00a0 Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\" GAAP \"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Headings", "Base Salary", "Agreements", "Liens", "Taxes", "Effectiveness", "Submission To Jurisdiction", "Integration", "Counterparts", "Qualifications", "Forfeitures", "Records", "No Defaults", "Positions", "Death", "Construction", "Governing Laws", "Insurances", "Effective Dates", "Releases", "Fees", "Benefits", "Transactions With Affiliates", "Waivers", "Existence", "No Waivers", "Modifications", "Waiver Of Jury Trials", "Vacations", "Sales", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Company shall reimburse Consultant for all reasonable out-of-pocket travel and other business expenses that are incurred in connection with the performance of the Services hereunder and pre-approved in writing by the Company and in accordance with the Company\u2019s general policies (as may be amended from time to time). Reimbursement for air travel shall be limited to economy class for all flights, unless otherwise pre-approved in writing by the Company. Consultant shall submit written documentation itemizing all expenses, including copies of receipts substantiating the claimed expenses, with the bi-weekly invoices.", "references": ["Indemnifications", "Financial Statements", "Specific Performance", "Brokers", "Terminations", "Miscellaneous", "Survival", "Duties", "Enforceability", "Existence", "Death", "Notices", "Severability", "Terms", "Erisa", "Waiver Of Jury Trials", "Interests", "Construction", "Consent To Jurisdiction", "Successors", "Litigations", "Remedies", "Costs", "General", "Insurances", "Releases", "Representations", "Entire Agreements", "Employment", "Benefits", "Expenses"], "gold": ["Expenses"]}
+{"input": "The rights and obligations of each Employer under this Agreement shall inure to the benefit of and shall be binding upon them and their respective successors and assigns. As used in this Agreement, the term \"successor\" shall include any person, firm, corporation, or other business entity which at any time whether by merger, purchase or otherwise acquires all or substantially all of the assets or business of an Employer.", "references": ["Authority", "Venues", "Duties", "Positions", "Indemnity", "Brokers", "Successors", "Anti-Corruption Laws", "Consents", "Notices", "Confidentiality", "Further Assurances", "Submission To Jurisdiction", "Construction", "Enforcements", "Counterparts", "Indemnifications", "Publicity", "Titles", "Governing Laws", "Base Salary", "Financial Statements", "Employment", "Compliance With Laws", "Arbitration", "Interests", "Amendments", "Assigns", "Closings", "Capitalization", "Assignments"], "gold": ["Assignments"]}
+{"input": "Executive hereby acknowledges that he will acquire confidential information concerning the Corporation, its business, products, product development, formulas, research and development, know-how, names and contact information of the Corporation\u2019s customers, suppliers, contract manufacturers, and vendors, and the Corporation\u2019s current and future business plans and that, among other things, his knowledge of the Corporation\u2019s business will be enhanced through his employment by the Corporation. Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, other than those customers, suppliers, contract manufacturers, and vendors introduced to the Corporation by Executive, and has been and will be acquired by him in confidence.", "references": ["Expenses", "Venues", "Representations", "Existence", "Brokers", "Solvency", "Sales", "Costs", "Change In Control", "Agreements", "Enforceability", "Publicity", "Duties", "Taxes", "Effective Dates", "Intellectual Property", "Indemnifications", "Base Salary", "Further Assurances", "Confidentiality", "Counterparts", "Qualifications", "Notices", "Vacations", "Sanctions", "Authority", "Waivers", "Construction", "Benefits", "Binding Effects", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable fees described in the Fee Letter on the terms and subject to the conditions set forth therein.", "references": ["No Conflicts", "Effective Dates", "Publicity", "Survival", "Taxes", "Capitalization", "Records", "Brokers", "Change In Control", "Approvals", "Counterparts", "Miscellaneous", "Terms", "Assignments", "Adjustments", "Tax Withholdings", "Insurances", "No Defaults", "Powers", "Authorizations", "Agreements", "Base Salary", "Waivers", "Vacations", "Death", "Duties", "Notices", "Effectiveness", "Consent To Jurisdiction", "Anti-Corruption Laws", "Fees"], "gold": ["Fees"]}
+{"input": "If at any time after the date hereof any further action is necessary to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as the other party reasonably may request.", "references": ["Payments", "Effective Dates", "Non-Disparagement", "Costs", "Tax Withholdings", "Applicable Laws", "Modifications", "Cooperation", "General", "Construction", "Releases", "Financial Statements", "Waivers", "Confidentiality", "Terminations", "Subsidiaries", "Sanctions", "Expenses", "Counterparts", "Withholdings", "Anti-Corruption Laws", "Sales", "Notices", "Defined Terms", "No Defaults", "Submission To Jurisdiction", "Erisa", "Use Of Proceeds", "No Conflicts", "Consents", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The words such as \u201cherein,\u201d \u201chereinafter,\u201d \u201chereof,\u201d and \u201chereunder\u201d refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. \u00a0The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa , unless the context otherwise requires.", "references": ["Vesting", "Enforcements", "Waivers", "Disability", "Payments", "Interpretations", "Existence", "Subsidiaries", "Enforceability", "Erisa", "Arbitration", "Defined Terms", "Submission To Jurisdiction", "Sanctions", "Miscellaneous", "Capitalization", "Records", "Titles", "Integration", "Compliance With Laws", "Authorizations", "Severability", "Specific Performance", "Litigations", "Further Assurances", "Anti-Corruption Laws", "Closings", "Liens", "Assignments", "Consents", "Definitions"], "gold": ["Definitions"]}
+{"input": "Any notice required or permitted by this Agreement shall be in writing, delivered by hand, or sent by registered or certified mail, return receipt requested, or by recognized courier service (regularly providing proof of delivery), addressed to the Company at the Company\u2019s then principal office, or to the Executive at the address set forth under the Executive\u2019s signature below, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing. Notices shall be deemed given when received.", "references": ["Approvals", "Benefits", "Entire Agreements", "Defined Terms", "Confidentiality", "Arbitration", "Jurisdictions", "No Waivers", "Counterparts", "Titles", "Existence", "Amendments", "Transactions With Affiliates", "Fees", "Applicable Laws", "Consent To Jurisdiction", "Tax Withholdings", "Definitions", "Authority", "Successors", "Erisa", "Taxes", "Vesting", "Brokers", "Change In Control", "Base Salary", "Remedies", "Terminations", "Interpretations", "Costs", "Notices"], "gold": ["Notices"]}
+{"input": "Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference.\u00a0 Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where appropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein of the word \u201cincluding\u201d following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as \u201cwithout limitation\u201d, \u201cbut not limited to\u201d, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.\u00a0 References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.", "references": ["Authorizations", "Sanctions", "Erisa", "Disability", "General", "Remedies", "Use Of Proceeds", "No Waivers", "Qualifications", "Costs", "Jurisdictions", "Records", "Vesting", "Intellectual Property", "Modifications", "Indemnity", "Warranties", "Base Salary", "Anti-Corruption Laws", "Definitions", "Waivers", "Expenses", "Successors", "Titles", "Indemnifications", "Forfeitures", "Consent To Jurisdiction", "Brokers", "Amendments", "Governing Laws", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Proxy shall not be assignable by any or all of the Stockholders, except as contemplated by Section 4(a) .", "references": ["Modifications", "Fees", "Tax Withholdings", "Consent To Jurisdiction", "Participations", "Intellectual Property", "Positions", "Agreements", "Sales", "Applicable Laws", "Vacations", "Disability", "No Waivers", "Submission To Jurisdiction", "Compliance With Laws", "Jurisdictions", "Effective Dates", "No Defaults", "Adjustments", "Vesting", "Enforcements", "Taxes", "Authorizations", "Records", "Releases", "Specific Performance", "Solvency", "Cooperation", "Integration", "Withholdings", "Assignments"], "gold": ["Assignments"]}
+{"input": "Default, and continuance thereof for three (3)\u00a0Business Days, in the payment when due of interest on the Credit Extensions, fees or of any other amount payable hereunder or under the Loan Documents.", "references": ["Capitalization", "Definitions", "Counterparts", "Vesting", "Organizations", "Effective Dates", "Anti-Corruption Laws", "Headings", "Death", "Sanctions", "Transactions With Affiliates", "No Defaults", "Enforcements", "Jurisdictions", "Sales", "Specific Performance", "Severability", "Employment", "Powers", "Integration", "Base Salary", "Indemnity", "Adjustments", "Tax Withholdings", "Authority", "Enforceability", "Terminations", "Waivers", "Further Assurances", "Taxes", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.", "references": ["Applicable Laws", "Representations", "Consents", "Existence", "Payments", "Sanctions", "Approvals", "Capitalization", "Insurances", "Liens", "Counterparts", "Warranties", "Authorizations", "Assignments", "Records", "Disability", "Agreements", "Terminations", "Participations", "Venues", "Amendments", "Sales", "General", "Compliance With Laws", "Miscellaneous", "Construction", "Authority", "Specific Performance", "Consent To Jurisdiction", "Terms", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Plan, the granting and vesting of this Award under the Plan, the issuance and delivery of the Restricted Stock, and the payment of money or other consideration allowable under the Plan or this Award are subject to compliance with all applicable federal and state laws, rules and regulations (including, but not limited to, state and federal securities laws and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Committee, the Board or the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Committee, the Board or the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and this Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. Nothing in the Plan or in this Award shall require the Company to issue any Stock with respect to the Award if, in the opinion of counsel for the Company, that issuance could constitute a violation of any applicable laws. As a condition to the grant or exercise of the Award, the Company may require the Participant (or, in the event of the Participant\u2019s death, the Participant\u2019s legal representatives, heirs, legatees or distributees) to provide written representations concerning the Participant\u2019s (or such other person\u2019s) intentions with regard to the retention or disposition of the Restricted Stock and written covenants as to the manner of disposal of such Stock as may be necessary or useful to ensure that the grant, exercise or disposition thereof will not violate the Securities Act, any other law or any rule of any applicable securities exchange or securities association then in effect. The Company shall not be required to register any Stock under the Securities Act or register or qualify any Stock under any state or other securities laws.", "references": ["Benefits", "Litigations", "Tax Withholdings", "Counterparts", "Specific Performance", "Governing Laws", "Confidentiality", "Severability", "Subsidiaries", "Fees", "Notices", "Authorizations", "Integration", "Indemnity", "Releases", "Base Salary", "Vesting", "Terms", "Taxes", "Payments", "Jurisdictions", "Effectiveness", "Use Of Proceeds", "Death", "Approvals", "Duties", "Positions", "Consents", "Waiver Of Jury Trials", "Sales", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "You agree to assist RAIT, upon its reasonable request, in participating in the preparation for, response to, prosecution and/or defense of any litigation, investigation or other matter arising out of or related to your employment with or duties while employed with RAIT.\u00a0\u00a0 If RAIT requires your cooperation in accordance with this provision, RAIT shall reimburse you for reasonable out-of-pocket expenses (including travel, lodging, meals and reasonable attorneys\u2019 fees), subject to reasonable documentation.\u00a0\u00a0In addition, before requiring such cooperation, the parties will agree to a reasonable hourly rate to compensate you for the time you incur.", "references": ["Financial Statements", "Consents", "Counterparts", "Successors", "No Defaults", "Miscellaneous", "Jurisdictions", "Remedies", "Terminations", "Forfeitures", "Arbitration", "Agreements", "Solvency", "Closings", "No Waivers", "Compliance With Laws", "Transactions With Affiliates", "Non-Disparagement", "Tax Withholdings", "Effectiveness", "Erisa", "Defined Terms", "Qualifications", "Disability", "Indemnity", "Notices", "Duties", "Enforcements", "Titles", "Waiver Of Jury Trials", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Other than as set forth in Schedule 4.5 , except for the Company Entities, the Company does not, directly or indirectly, own any equity, membership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership or similar interest in, any Subsidiary.", "references": ["Transactions With Affiliates", "Sanctions", "Further Assurances", "Liens", "Existence", "Duties", "Disclosures", "Benefits", "Vesting", "Enforcements", "Applicable Laws", "Forfeitures", "Intellectual Property", "Headings", "No Defaults", "Miscellaneous", "Warranties", "Amendments", "Integration", "Cooperation", "Tax Withholdings", "Positions", "Survival", "Authority", "No Waivers", "Approvals", "Costs", "Qualifications", "Submission To Jurisdiction", "Confidentiality", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors (whether by consolidation, merger or otherwise) and permitted assigns. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. All terms and words used in this Agreement, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require.", "references": ["Forfeitures", "Counterparts", "Enforceability", "Vesting", "Intellectual Property", "Payments", "Integration", "Existence", "Successors", "Records", "Death", "Capitalization", "Indemnity", "Further Assurances", "Entire Agreements", "Jurisdictions", "Terms", "Severability", "Benefits", "Submission To Jurisdiction", "No Waivers", "Organizations", "Binding Effects", "Subsidiaries", "Specific Performance", "Solvency", "Assigns", "Governing Laws", "Erisa", "No Defaults", "Construction"], "gold": ["Construction"]}
+{"input": "The Company shall indemnify, and advance Expenses to, Indemnitee (a)\u00a0as provided in this Agreement and (b)\u00a0otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the Effective Date. The rights of Indemnitee provided in this Section\u00a03 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by the Maryland General Corporation Law (the \u201cMGCL\u201d), including, without limitation, Section\u00a02-418 of the MGCL.", "references": ["Publicity", "Forfeitures", "Vesting", "Approvals", "Non-Disparagement", "Sales", "Assigns", "Entire Agreements", "Litigations", "Sanctions", "Titles", "Defined Terms", "Releases", "Tax Withholdings", "Costs", "Use Of Proceeds", "Taxes", "Organizations", "Qualifications", "No Defaults", "Transactions With Affiliates", "Headings", "Expenses", "Interests", "Definitions", "Death", "Books", "Insurances", "Integration", "Survival", "General"], "gold": ["General"]}
+{"input": "The proceeds of the Loans will be used only for purposes permitted under Section 3.18(b). No part of the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry, any Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the U.S. or in a European Union member state, or (C)\u00a0in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Interests", "Submission To Jurisdiction", "Defined Terms", "Notices", "Tax Withholdings", "Sanctions", "Assignments", "Consents", "Representations", "Taxes", "Qualifications", "Powers", "Books", "Binding Effects", "Miscellaneous", "Venues", "Terminations", "Subsidiaries", "Expenses", "Specific Performance", "Releases", "No Defaults", "Definitions", "Confidentiality", "Waiver Of Jury Trials", "Titles", "Intellectual Property", "Base Salary", "Interpretations", "No Conflicts", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and applicable federal law, without regard to applicable conflicts of laws.", "references": ["Existence", "Tax Withholdings", "Successors", "Interpretations", "Remedies", "Records", "Venues", "Adjustments", "General", "Disclosures", "Enforceability", "Severability", "Litigations", "Sales", "Qualifications", "Definitions", "Death", "Closings", "Integration", "Brokers", "Participations", "Confidentiality", "Financial Statements", "Powers", "Entire Agreements", "Waiver Of Jury Trials", "Vesting", "Compliance With Laws", "Indemnity", "Transactions With Affiliates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed in counterparts, which together will constitute a single agreement.", "references": ["Capitalization", "Benefits", "Withholdings", "Successors", "No Waivers", "Defined Terms", "Binding Effects", "Enforceability", "Positions", "Confidentiality", "Indemnifications", "No Conflicts", "Arbitration", "Enforcements", "Erisa", "Vacations", "Assignments", "Titles", "Employment", "Closings", "Construction", "Litigations", "Specific Performance", "Agreements", "Authority", "Venues", "Duties", "Intellectual Property", "Assigns", "Effectiveness", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Subject to the terms and conditions of this Agreement and except as otherwise provided herein, as between Company and Licensee, Licensee, at its sole cost and expense, shall be responsible for preparing, obtaining, maintaining and renewing all Regulatory Approvals and Pricing Approvals that are necessary for the Commercialization of each Product in the Field in each country or jurisdiction of the Licensed Territory, including complying with all requirements imposed on the holder of such Regulatory Approvals by such Regulatory Authority to maintain such Regulatory Approvals, including the Regulatory Commitments; provided, that Licensee shall only be responsible for preparing, obtaining, maintaining and renewing the Vabomere EU MA and Orbactiv EU MA following their transfer to Licensee, respectively, as contemplated by Section 3.1(c) . Licensee shall not take, and shall cause its Affiliates and Sublicensees not to take any steps that would reasonably be expected to undermine the validity of any such Regulatory Approvals. Without limiting the foregoing, Licensee shall not withdraw, vary or transfer to a Third Party any Regulatory Approvals or Pricing Approvals for a Product in the Field in the Licensed Territory without Company\u2019s prior written consent, not to be unreasonably withheld or delayed.", "references": ["Severability", "Remedies", "Miscellaneous", "Binding Effects", "Specific Performance", "Intellectual Property", "Entire Agreements", "Death", "Submission To Jurisdiction", "Subsidiaries", "Forfeitures", "Base Salary", "Expenses", "Insurances", "Positions", "Disclosures", "Tax Withholdings", "Consent To Jurisdiction", "Payments", "Disability", "Organizations", "Agreements", "Headings", "Qualifications", "Releases", "Amendments", "Participations", "No Conflicts", "Compliance With Laws", "Litigations", "General"], "gold": ["General"]}
+{"input": "Each Party shall, at its own expense and upon the reasonable request of another Party, duly execute and deliver, or cause to be duly executed and delivered, to such Party such further instruments and do and cause to be done such further acts as many be necessary or proper in the reasonable opinion of the requesting Party to carry out the provisions of this Agreement, including the use of reasonable best efforts to obtain the Settlement Approval Order. To the extent the Debtors, Reorganized Debtors, or the FE Non-Debtor Parties divest any Affiliate such that the relevant entity no longer falls within the definition of \"Affiliate\" in this Agreement, the Debtors, the Reorganized Debtors, or the FE Non-Debtor Parties, as appropriate, shall require such Affiliate to separately Execute this Agreement prior to any such divestiture so that such Affiliate shall remain bound by the terms of this Agreement.", "references": ["Entire Agreements", "Disclosures", "No Conflicts", "Successors", "Withholdings", "Transactions With Affiliates", "Sales", "Specific Performance", "No Defaults", "Base Salary", "Change In Control", "Subsidiaries", "Counterparts", "Existence", "Definitions", "Duties", "Headings", "Vesting", "Vacations", "Survival", "Qualifications", "Terms", "Assignments", "Closings", "Cooperation", "Governing Laws", "Modifications", "Positions", "Authorizations", "Interpretations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Program, the Restrictive Covenants and any other covenants and agreements incorporated herein by reference, as set forth in Section 4 above, together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, provided, however , that for the avoidance of doubt, all Other Arrangements (as such Other Arrangements may be amended, modified or terminated from time to time) shall remain in effect in accordance with their terms, subject to Section 3(d) above.", "references": ["Employment", "Closings", "Warranties", "Records", "Expenses", "Confidentiality", "Existence", "Counterparts", "Consent To Jurisdiction", "Amendments", "Withholdings", "Arbitration", "Terminations", "Powers", "Headings", "Notices", "Transactions With Affiliates", "Successors", "Change In Control", "No Waivers", "Effectiveness", "Positions", "Disclosures", "Waiver Of Jury Trials", "Agreements", "Organizations", "Compliance With Laws", "Titles", "Assigns", "Sales", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by the Borrower with the provisions thereof will violate (i)\u00a0any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii)\u00a0the Borrower\u2019s or any Subsidiary\u2019s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii)\u00a0the provisions of any indenture, instrument or agreement evidencing Indebtedness or payment obligations in excess of $75,000,000 to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery by the Borrower of the Loan Documents to which it is a party, the borrowings under this Agreement, or the payment and performance by the Borrower of the Obligations under the Loan Documents to which it is a party, or in order to insure the legality, validity, binding effect or enforceability against the Borrower of any of the Loan Documents to which it is a party.", "references": ["Survival", "Definitions", "Waivers", "Specific Performance", "Submission To Jurisdiction", "Use Of Proceeds", "General", "Counterparts", "Confidentiality", "Disclosures", "Waiver Of Jury Trials", "Approvals", "Binding Effects", "Positions", "Assigns", "Remedies", "Death", "No Defaults", "Warranties", "Base Salary", "Severability", "Participations", "Assignments", "Subsidiaries", "Integration", "Qualifications", "Publicity", "Headings", "Books", "Terms", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "In the event that any part of this Agreement is deemed by a court, Governmental Body, or other public or private tribunal of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed to have been omitted from this Agreement. The remainder of this Agreement shall remain in full force and effect, and shall be modified to any extent necessary to give such force and effect to the remaining provisions, but only to such extent.", "references": ["Venues", "Effective Dates", "Successors", "Authorizations", "Construction", "Arbitration", "Vacations", "Participations", "Assignments", "Change In Control", "Death", "Costs", "Subsidiaries", "Solvency", "Insurances", "Taxes", "Approvals", "Enforceability", "Powers", "Financial Statements", "Warranties", "Notices", "Payments", "Indemnifications", "Defined Terms", "No Defaults", "Governing Laws", "General", "Litigations", "Transactions With Affiliates", "Severability"], "gold": ["Severability"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Holdings will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, Holdings, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["Arbitration", "Indemnity", "Cooperation", "Effective Dates", "Authority", "Defined Terms", "Sales", "Applicable Laws", "No Conflicts", "Existence", "Vesting", "Consents", "Consent To Jurisdiction", "Participations", "Brokers", "Costs", "Liens", "Miscellaneous", "Construction", "Records", "Integration", "Survival", "Confidentiality", "Enforcements", "Representations", "Intellectual Property", "Capitalization", "Interpretations", "Amendments", "Disclosures", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.", "references": ["Vesting", "Modifications", "Defined Terms", "Transactions With Affiliates", "Records", "Enforceability", "Qualifications", "Terms", "Change In Control", "Base Salary", "Agreements", "Disability", "Construction", "Forfeitures", "Waiver Of Jury Trials", "Venues", "Intellectual Property", "Specific Performance", "Miscellaneous", "Closings", "Capitalization", "Representations", "Employment", "Successors", "No Conflicts", "Positions", "Compliance With Laws", "Anti-Corruption Laws", "Sanctions", "Integration", "Severability"], "gold": ["Severability"]}
+{"input": "Rate Determination . (a)\u00a0The Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section \u00a02.08(a)(i) or (ii) .", "references": ["Subsidiaries", "Powers", "Adjustments", "Applicable Laws", "Jurisdictions", "Positions", "Expenses", "Confidentiality", "Interpretations", "No Conflicts", "Use Of Proceeds", "Enforceability", "Tax Withholdings", "Indemnifications", "Integration", "Authority", "Payments", "Erisa", "Counterparts", "Cooperation", "General", "Effectiveness", "Further Assurances", "Headings", "Sanctions", "Withholdings", "Severability", "Vesting", "Transactions With Affiliates", "Duties", "Interests"], "gold": ["Interests"]}
+{"input": "This Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns.", "references": ["Waivers", "Insurances", "Further Assurances", "Compliance With Laws", "Terms", "Warranties", "Definitions", "Confidentiality", "Entire Agreements", "Death", "Applicable Laws", "Consents", "Benefits", "Consent To Jurisdiction", "Taxes", "Change In Control", "Releases", "No Waivers", "Construction", "Positions", "Participations", "Submission To Jurisdiction", "Enforcements", "Specific Performance", "Enforceability", "Remedies", "Cooperation", "Assigns", "Governing Laws", "Employment", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of Company not having a need to know and authority to know and use the Confidential Information in connection with the business of Company and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of Executive\u2019s authorized employment duties to Company or with the prior consent of the Board acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent)); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of Company, except as required in the performance of Executive\u2019s authorized employment duties to Company or with the prior consent of the Board acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required (i) for Executive\u2019s enforcement of rights or defense of claims under this Agreement or (ii) by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Executive shall (if lawful) promptly provide written notice of any such order to the Board.", "references": ["Effective Dates", "Representations", "Organizations", "Consents", "Notices", "Governing Laws", "Vesting", "Enforcements", "Assigns", "Specific Performance", "Existence", "Fees", "Compliance With Laws", "Withholdings", "Remedies", "Approvals", "Tax Withholdings", "Records", "Closings", "Waivers", "Use Of Proceeds", "General", "Adjustments", "Releases", "Publicity", "Payments", "Terms", "Submission To Jurisdiction", "Jurisdictions", "Waiver Of Jury Trials", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Employer may withhold from any and all amounts payable under this Agreement such federal, state, and local taxes or other withholdings as may be required to be withheld pursuant to any applicable law or regulation.", "references": ["Brokers", "Consents", "Applicable Laws", "Defined Terms", "Qualifications", "Erisa", "Taxes", "Amendments", "Miscellaneous", "Subsidiaries", "Compliance With Laws", "Intellectual Property", "Governing Laws", "No Defaults", "Warranties", "Adjustments", "Remedies", "Assignments", "Headings", "Construction", "Tax Withholdings", "Interests", "Terminations", "Transactions With Affiliates", "Duties", "Effectiveness", "Terms", "Authorizations", "Insurances", "Jurisdictions", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Employee shall be entitled to receive reimbursement for all reasonable out-of-pocket expenses incurred by him in connection with the fulfillment of his duties hereunder; provided , however , that Employee has complied with all policies and procedures relating to the reimbursement of such expenses as shall, from time to time, be established by the Company. For the avoidance of doubt, the Company shall reimburse the Employee for membership dues to professional organizations, provide cellular and data coverage plan for Employee, and reasonable expenses incurred as a result of a request by the Company that the Employee relocate his primary residence, including but not limited to costs incurred to hire movers and commission paid to a home realtor to sell his current primary residence. Employee will receive relocation assistance as described in the attached Hi Crush Services LLC Relocation Policy dated January 2015, with an exception to the amount of the incidental moving allowance which will equal a one-time payment of $30,000. While the policy is pending amendment to comply with the new tax laws relative to taxation and deduction of relocation expenses, the benefits described herein will not materially change; Employee will be furnished an updated policy once it is available. Relocation benefits will be available for the 12-month period commencing October 1, 2018 and ending September 30, 2019. During the time of transition of Employee\u2019s household from Connecticut to Houston (from April 2018 to June 2019 if needed), Employee will be provided a one (1) bedroom furnished apartment as temporary living and you will also be reimbursed for up to 3 (three) round trip air tickets per month for air travel between Houston and Connecticut for Employee or Employee\u2019s spouse.", "references": ["Authority", "Powers", "Litigations", "Non-Disparagement", "No Defaults", "Positions", "Payments", "Assignments", "Interpretations", "Miscellaneous", "Specific Performance", "Change In Control", "Capitalization", "Publicity", "Severability", "Indemnity", "Waivers", "Disclosures", "Employment", "Modifications", "Construction", "Venues", "Closings", "Books", "Solvency", "Benefits", "Definitions", "Headings", "Cooperation", "Adjustments", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Company shall employ Executive in the position of President, and Executive accepts such employment, on the terms and conditions set forth in this Agreement. Executive agrees to undertake and perform all duties required as President, as may from time-to-time reasonably be determined and assigned to him by the Board of Managers (the \u201cBoard\u201d) of the Company, or its designee, which includes the general supervision, management, organization, administration and operation of the Company in the ordinary course of business and the specific duties outlined in Schedule \u201cA\u201d attached hereto. The Board or the Board\u2019s designee shall have the right to reasonably revise such duties and responsibilities from time to time, as they deem necessary or appropriate. Executive shall perform the duties and responsibilities assigned to him faithfully, diligently, professionally, and in the best interests of the Company. Executive shall at all times perform such duties in compliance with any and all laws, rules, regulations, and policies applicable to the Company of which Executive is aware. Executive shall also adhere to and obey all written rules and policies governing the conduct of the Company\u2019s employees as may be established and modified from time-to-time.", "references": ["Death", "Amendments", "Successors", "Participations", "Capitalization", "Modifications", "Compliance With Laws", "Powers", "Titles", "Releases", "Sanctions", "Notices", "Financial Statements", "Arbitration", "Employment", "Authorizations", "Taxes", "Closings", "Anti-Corruption Laws", "Miscellaneous", "Intellectual Property", "Transactions With Affiliates", "No Waivers", "Warranties", "Disclosures", "Terms", "Erisa", "Defined Terms", "Adjustments", "Effectiveness", "Duties"], "gold": ["Duties"]}
+{"input": "The closing of the Exchange (the \u201c Closing \u201d) shall take place remotely via the exchange of documents and signatures at such time and date as the parties hereto shall agree orally or in writing (the \u201c Closing Date \u201d).", "references": ["Waivers", "Books", "Disclosures", "Effective Dates", "Vacations", "Indemnity", "Specific Performance", "Construction", "Disability", "Representations", "Benefits", "Successors", "Powers", "Base Salary", "Interpretations", "Submission To Jurisdiction", "No Conflicts", "Applicable Laws", "Binding Effects", "Remedies", "Costs", "Definitions", "Litigations", "Erisa", "Warranties", "Waiver Of Jury Trials", "Qualifications", "Counterparts", "Expenses", "Insurances", "Closings"], "gold": ["Closings"]}
+{"input": "Finco will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not materially adversely affect the collectibility of the Receivables or the ability of Finco to perform its obligations under the Related Documents in all material respects.", "references": ["Adjustments", "Agreements", "Disability", "Vesting", "Interests", "Tax Withholdings", "Brokers", "Modifications", "Cooperation", "Erisa", "Capitalization", "General", "Arbitration", "Jurisdictions", "Releases", "Consent To Jurisdiction", "Severability", "Withholdings", "Payments", "Waiver Of Jury Trials", "Integration", "Closings", "Waivers", "Remedies", "Amendments", "Fees", "Vacations", "Employment", "Sales", "Governing Laws", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company shall cooperate with Holder in supplying such information as may be reasonably necessary for Holder to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of an exemption from the Securities Act for the sale of any Warrant or any Warrant Shares.", "references": ["Arbitration", "Sales", "Effective Dates", "Binding Effects", "Definitions", "Payments", "Waiver Of Jury Trials", "Benefits", "Amendments", "Death", "Adjustments", "Transactions With Affiliates", "Base Salary", "Interests", "Tax Withholdings", "Terminations", "Non-Disparagement", "Participations", "Terms", "Modifications", "Records", "Intellectual Property", "Governing Laws", "No Waivers", "Remedies", "Authority", "Existence", "Severability", "Defined Terms", "Expenses", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "All notices, requests or other communications desired or required to be given under this Agreement shall be in writing and shall be sent by (a)\u00a0certified or registered mail, return receipt requested, postage prepaid, (b)\u00a0national prepaid overnight delivery service, (c)\u00a0electronic mail (of a pdf or similar file) or (d)\u00a0personal delivery with receipt acknowledged in writing, to the address set forth in Section\u00a014.1 of the Base Indenture. If the Indenture or this Agreement permits reports to be posted to a password-protected website, such reports shall be deemed delivered when posted on such website. Any party hereto may change its address for notices hereunder by giving notice of such change to the other parties hereto, with a copy to the Control Party. Any change of address of a Noteholder shown on a Note Register shall, after the date of such change, be effective to change the address for such Noteholder hereunder. All notices and demands to any Person hereunder shall be deemed to have been given either at the time of the delivery thereof at the address of such Person for notices hereunder, or on the third day after the mailing thereof to such address, as the case may be.", "references": ["Effectiveness", "Liens", "Use Of Proceeds", "Venues", "Publicity", "Disability", "Existence", "Successors", "Forfeitures", "Benefits", "Counterparts", "Integration", "Expenses", "Waivers", "Headings", "Fees", "Binding Effects", "Severability", "Authority", "Transactions With Affiliates", "Adjustments", "Amendments", "Costs", "Approvals", "Compliance With Laws", "Closings", "Organizations", "Applicable Laws", "Sales", "Solvency", "Notices"], "gold": ["Notices"]}
+{"input": "The Participant acknowledges and agrees that the Company\u2019s remedies at law for a breach or threatened breach of Section 1 or 2 of this Appendix A may be inadequate and the Company may suffer irreparable damages as a result of such breach. In recognition of this fact, the Participant agrees that, in the event of a Restrictive Covenant Violation, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.", "references": ["Effective Dates", "Taxes", "Subsidiaries", "Withholdings", "Capitalization", "Jurisdictions", "Notices", "Enforcements", "Intellectual Property", "Representations", "Erisa", "Organizations", "Tax Withholdings", "Consents", "Fees", "Authority", "Terms", "Further Assurances", "Entire Agreements", "No Conflicts", "Litigations", "Warranties", "Liens", "Publicity", "Compliance With Laws", "Sales", "Disability", "Indemnifications", "Financial Statements", "No Defaults", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "With respect to all or any portion of the RRB Property, the Servicer is authorized and empowered by the Issuer to (a)\u00a0execute and deliver, on behalf of itself and/or the Issuer, as the case may be, any and all instruments, documents or notices, and (b)\u00a0on behalf of itself and/or the Issuer, as the case may be, make any filing and participate in proceedings of any kind with any governmental authorities, including with the NHPUC.\u00a0 The Issuer shall execute and/or furnish the Servicer with such documents as have been prepared by the Servicer or the Administrator for execution by the Issuer, and with such other documents as may be in the Issuer\u2019s possession, as the Servicer may determine to be necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder.\u00a0 Upon the Servicer\u2019s written request, the Issuer shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its duties hereunder.", "references": ["Qualifications", "Litigations", "Definitions", "Miscellaneous", "Employment", "Assigns", "Interpretations", "Representations", "Agreements", "Vesting", "Costs", "Enforceability", "Adjustments", "Interests", "Anti-Corruption Laws", "Releases", "Closings", "No Waivers", "Submission To Jurisdiction", "Books", "Solvency", "Compliance With Laws", "Construction", "Insurances", "Capitalization", "Headings", "Enforcements", "Terminations", "Assignments", "Expenses", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice; provided , however, that, for purposes of determining \u201cGood Reason\u201d under the Plan or this Agreement with respect to the Award, \u201cGood Reason\u201d shall have the meaning given to such term in the Plan, with the exception that Section 2.24(b) of the Plan shall be amended and replaced with the term \u201cGood Reason\u201d as defined in that certain SeaSpine Holdings Corporation Senior Leadership Retention and Severance Plan, effective January 27, 2016 (as such may be amended and/or restated from time to time).", "references": ["Specific Performance", "Agreements", "Fees", "Insurances", "Forfeitures", "Authority", "Terminations", "Records", "Effective Dates", "Expenses", "Submission To Jurisdiction", "Cooperation", "Assignments", "Sanctions", "Entire Agreements", "Interpretations", "Payments", "Compliance With Laws", "Withholdings", "Intellectual Property", "Capitalization", "Authorizations", "No Defaults", "Interests", "Confidentiality", "Litigations", "Participations", "Adjustments", "Duties", "Organizations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including any purchase, sale, lease or exchange of property or the rendering of any service) with any officer, director, stockholder or other Affiliate of the Parent or any of its Subsidiaries (other than any transactions between (x) Restricted Parties that are Credit Parties or (y) Restricted Parties that are not Credit Parties), except in the ordinary course of its business and upon fair and reasonable terms that are no less favorable to it than it would be obtained in a comparable arm\u2019s length transaction with a Person other than an Affiliate of the Parent or any of its Subsidiaries; provided , however , that nothing contained in this Section 7.7 shall prohibit (i) transactions described on Schedule 7.7 (and any renewals or replacements thereof on terms not materially more disadvantageous to the applicable Credit Party) or otherwise expressly permitted under this Agreement, (ii) the making by any Restricted Party of any rental or other payments or distributions to any Tax Credit Party pursuant to or in accordance with any organizational documents or other Project Documents executed to utilize, monetize or maintain any Tax Credit, or (iii) the payment of a management fee to the Parent or one of its Affiliates during any month in an amount not to exceed 0.25% of the daily average gross consolidated assets of the Borrower and its Subsidiaries during the immediately preceding month, so long as both immediately before and after giving effect to any such payment (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) the Borrower is in compliance with the financial covenants contained in Article VI , such compliance determined with regard to calculations made on a Pro Forma Basis for the Reference Period most recently ended for which financial statements have been delivered to the Administrative Agent under this Agreement, calculated in accordance with GAAP as if such payment had been made on the last day of such Reference Period. Without limiting the foregoing, the Borrower will not, and will not permit or cause any of its Subsidiaries to, pay any management, consulting, transaction or similar fees to any the Parent, any of its Subsidiaries or any of their respective Affiliates (other than the Restricted Parties) except as expressly permitted by clause (iii) above.", "references": ["Entire Agreements", "Intellectual Property", "Liens", "Organizations", "Non-Disparagement", "Taxes", "Remedies", "Tax Withholdings", "Forfeitures", "Costs", "Solvency", "Duties", "Headings", "Integration", "Participations", "Binding Effects", "Expenses", "Employment", "General", "Compliance With Laws", "Interests", "Financial Statements", "Capitalization", "Brokers", "Defined Terms", "Representations", "Warranties", "Authority", "Withholdings", "Enforcements", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to materially and adversely affect Borrower or the Property (or any portion thereof), or Borrower\u2019s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or the Property (or any portion thereof) is bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Property (or any portion thereof) is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to clause\u00a0(xxiii) of the definition of \u201cSpecial Purpose Entity\u201d set forth in Section\u00a01.1 hereof and (b)\u00a0obligations under the Loan Documents.", "references": ["Indemnity", "Tax Withholdings", "Waiver Of Jury Trials", "Cooperation", "Disclosures", "General", "Powers", "Disability", "Non-Disparagement", "Consents", "Liens", "Solvency", "Forfeitures", "Amendments", "Adjustments", "Terms", "Payments", "Notices", "Waivers", "Vesting", "Binding Effects", "Enforcements", "Severability", "Employment", "Transactions With Affiliates", "Capitalization", "Arbitration", "Costs", "Effective Dates", "Consent To Jurisdiction", "Agreements"], "gold": ["Agreements"]}
+{"input": "Seller shall maintain all licenses, permits, or other approvals necessary for Seller to conduct its business and to perform its obligations under the Program Agreements and Seller shall conduct its business strictly in accordance with applicable law.", "references": ["Construction", "Base Salary", "Publicity", "Adjustments", "Interpretations", "Existence", "Enforcements", "Intellectual Property", "Disclosures", "Employment", "Agreements", "Duties", "Closings", "Interests", "Miscellaneous", "Benefits", "Authorizations", "Liens", "Effectiveness", "Specific Performance", "Representations", "Titles", "Successors", "Anti-Corruption Laws", "Effective Dates", "Solvency", "Assigns", "Fees", "No Defaults", "Modifications", "Approvals"], "gold": ["Approvals"]}
+{"input": "The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York and (c) hereby waive, and agree not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.", "references": ["Publicity", "Counterparts", "Base Salary", "Powers", "Integration", "Miscellaneous", "Further Assurances", "Organizations", "Compliance With Laws", "General", "Construction", "No Defaults", "Costs", "Fees", "Benefits", "Submission To Jurisdiction", "Death", "Consents", "Insurances", "No Waivers", "Survival", "Successors", "Sales", "Waiver Of Jury Trials", "Binding Effects", "Releases", "Representations", "Effectiveness", "Closings", "Definitions", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; (b) such provision will remain in effect to the extent it is not invalid or unenforceable; and (c) the remainder of this Agreement shall remain in full force and effect and shall in no way be invalidated.", "references": ["Warranties", "Consent To Jurisdiction", "Counterparts", "Qualifications", "Effectiveness", "Indemnifications", "Subsidiaries", "Base Salary", "Notices", "Anti-Corruption Laws", "Modifications", "Benefits", "Tax Withholdings", "Death", "General", "Further Assurances", "Venues", "Construction", "Applicable Laws", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Releases", "Participations", "Interpretations", "Consents", "Change In Control", "Definitions", "Disclosures", "Liens", "Vesting", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and as of the Effective Date replaces and supersedes any previous agreement[, including the Original Employment Agreement,] 5 or discussions relating to Executive\u2019s employment. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.", "references": ["Amendments", "Effectiveness", "Benefits", "Representations", "Governing Laws", "Approvals", "Titles", "Construction", "Notices", "Terminations", "Litigations", "Financial Statements", "Disclosures", "Severability", "Confidentiality", "Binding Effects", "Duties", "Venues", "Effective Dates", "Agreements", "Adjustments", "Authorizations", "No Conflicts", "Forfeitures", "Headings", "Organizations", "Submission To Jurisdiction", "Arbitration", "Counterparts", "Enforcements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Employer shall withhold from the Termination Benefits all Federal, state, city, or other taxes as legally required to be withheld, as well as any other amounts authorized or required by policy, including, but not limited to, withholding for garnishments and judgments or other court orders.", "references": ["Non-Disparagement", "Defined Terms", "Disclosures", "Adjustments", "Intellectual Property", "Enforcements", "Successors", "Survival", "Base Salary", "Terms", "Sales", "Construction", "Agreements", "Warranties", "Cooperation", "Benefits", "Duties", "Interpretations", "Records", "Liens", "Transactions With Affiliates", "Counterparts", "No Defaults", "Taxes", "Forfeitures", "Waivers", "Jurisdictions", "Releases", "Change In Control", "Vesting", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Except as otherwise expressly provided herein (including Section\u00a06.08 hereof), all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.", "references": ["Indemnifications", "Agreements", "Warranties", "Powers", "General", "Use Of Proceeds", "No Defaults", "Construction", "Enforcements", "Cooperation", "Survival", "Vesting", "Interpretations", "Employment", "Effective Dates", "Brokers", "Payments", "Terminations", "Insurances", "Effectiveness", "Submission To Jurisdiction", "Subsidiaries", "Definitions", "Death", "Financial Statements", "Benefits", "Modifications", "Adjustments", "Transactions With Affiliates", "Disclosures", "Expenses"], "gold": ["Expenses"]}
+{"input": "(a) . (a) Create, incur, assume or permit to exist any Lien that secures obligations under any Indebtedness on the Collateral except Permitted Liens.", "references": ["Authority", "Withholdings", "Tax Withholdings", "Erisa", "Counterparts", "Compliance With Laws", "Titles", "Terms", "Duties", "Interests", "Approvals", "Employment", "Waiver Of Jury Trials", "Benefits", "Death", "Modifications", "Records", "Construction", "Enforceability", "Vacations", "Agreements", "General", "No Conflicts", "Effective Dates", "Sanctions", "Intellectual Property", "Existence", "Notices", "Waivers", "No Waivers", "Liens"], "gold": ["Liens"]}
+{"input": "All representations, warranties, covenants, and obligations in this Agreement, the Exhibits, the certificates delivered pursuant to this Agreement, and any other document delivered pursuant to this Agreement will survive the Closing. The right to any remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) by Buyer at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representations, warranties, covenants, or obligations. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, or other remedy based on such representations, warranties, covenants, and obligations.", "references": ["Closings", "Payments", "Solvency", "Headings", "Sales", "Terms", "Successors", "Releases", "Intellectual Property", "Records", "Liens", "Warranties", "Tax Withholdings", "Authorizations", "Publicity", "Powers", "Change In Control", "No Defaults", "Sanctions", "Miscellaneous", "Existence", "Financial Statements", "Base Salary", "Indemnity", "Confidentiality", "No Conflicts", "Use Of Proceeds", "Specific Performance", "Taxes", "Titles", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement and the obligations of the Parties hereunder shall be governed by and construed and enforced in accordance with the substantive and procedural laws of the State of Delaware, without regard to rules on choice of law.", "references": ["Capitalization", "Submission To Jurisdiction", "Sales", "Duties", "Cooperation", "Costs", "Intellectual Property", "Survival", "Interests", "Defined Terms", "Organizations", "Enforcements", "Solvency", "Warranties", "Sanctions", "Erisa", "Confidentiality", "Notices", "Titles", "Liens", "Further Assurances", "General", "Withholdings", "Payments", "Financial Statements", "Terminations", "Indemnifications", "Books", "Non-Disparagement", "Waivers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Executive hereby represents and warrants to the Company that (i) the execution, delivery and full performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; and (ii) upon the execution and delivery of this Agreement by the Executive and the Company, this Agreement will be the Executive\u2019s valid and binding obligation, enforceable in accordance with its terms.", "references": ["General", "Authority", "Governing Laws", "Definitions", "Titles", "Integration", "Assignments", "Headings", "Closings", "Forfeitures", "Subsidiaries", "Terminations", "Binding Effects", "Vacations", "Waivers", "Survival", "Records", "Anti-Corruption Laws", "Modifications", "Effectiveness", "Counterparts", "Brokers", "Use Of Proceeds", "Agreements", "Arbitration", "Assigns", "Tax Withholdings", "Compliance With Laws", "Releases", "Warranties", "Representations"], "gold": ["Representations"]}
+{"input": "All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent (i)\u00a0after 2:00 p.m., in the case of payments in Dollars, or (ii)\u00a0after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Each Borrower agrees that, during any Cash Dominion Trigger Period, the Administrative Agent may (and, at the request of the Required Lenders, the Administrative Agent shall) (A)\u00a0cause each bank that maintains any account subject to a Control Agreement or a Lockbox Agreement to transfer, on a daily basis, all collected funds in any such account to a Dominion Account and (B)\u00a0apply any amounts on deposit in a Dominion Account to repay Loans whenever any Loans are outstanding.", "references": ["Withholdings", "Publicity", "Disclosures", "Litigations", "Solvency", "Qualifications", "Authorizations", "Approvals", "Integration", "Indemnity", "Brokers", "Authority", "Agreements", "Modifications", "Binding Effects", "Organizations", "Venues", "Consents", "Tax Withholdings", "Defined Terms", "Survival", "No Defaults", "Insurances", "Remedies", "Terms", "Confidentiality", "Construction", "Forfeitures", "Use Of Proceeds", "Compliance With Laws", "General"], "gold": ["General"]}
+{"input": "THIS ELEVENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.", "references": ["Effective Dates", "Survival", "Venues", "Subsidiaries", "Enforceability", "Warranties", "Submission To Jurisdiction", "Assigns", "Titles", "Powers", "Indemnity", "Notices", "Interests", "Applicable Laws", "Entire Agreements", "Costs", "Expenses", "Enforcements", "Taxes", "Jurisdictions", "Sales", "Publicity", "Remedies", "Authorizations", "Cooperation", "Confidentiality", "Use Of Proceeds", "Definitions", "Organizations", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Within thirty (30) days of the Effective Date, Mr. Mahoney shall pay DRHC $526,813 (the \u201c Payment \u201d). The Payment equals the sum of (i) $515,743, which equals fifty percent (50%) of the difference between the gross amount of the Cash Severance (as defined in Section 3(b)(ii) of the Severance Agreement), i.e. , $1,620,000, and the amounts that DRHC withheld or deducted from the Cash Severance portion of payments to Mr. Mahoney for tax-related purposes; and (ii) $11,070, which equals fifty percent (50%) of the difference between the gross amount of dividends accrued and paid to Mr. Mahoney with respect to 51,061 shares of DRHC restricted stock forfeited pursuant to Section 2 above, i.e ., $40,330 (the \u201c Excess Dividend Payment \u201d), and the amounts that DRHC withheld or deducted from such dividends for tax-related purposes. DRHC shall ensure that its tax reporting to the Internal Revenue Service for 2018 with respect to the Cash Severance portion of Mr. Mahoney\u2019s income from DRHC is limited to Cash Severance income of $810,000 and that its tax reporting to the Internal Revenue Service for 2018 with respect to the Excess Dividend Payment is limited to $20,165.", "references": ["Terminations", "Submission To Jurisdiction", "Capitalization", "Interpretations", "Sales", "Counterparts", "Records", "Authority", "Definitions", "Duties", "Vacations", "Governing Laws", "Indemnifications", "No Conflicts", "Assignments", "Publicity", "Liens", "Representations", "Use Of Proceeds", "Closings", "Enforcements", "General", "Tax Withholdings", "Approvals", "Participations", "Effective Dates", "Successors", "Further Assurances", "Powers", "Organizations", "Payments"], "gold": ["Payments"]}
+{"input": "The obligations of the Borrower under Sections\u00a02.02(b), 2.12, 2.15 and 8.04, and the obligations of the Lenders under Section\u00a07.05, shall survive the repayment of the Advances and the termination of the Commitments. In addition, each representation and warranty made, or deemed to be made by any Notice of Borrowing, herein or pursuant hereto shall survive the making of such representation and warranty, and no Lender shall be deemed to have waived, by reason of making any Advance, any Default or Event of Default that may arise by reason of such representation or warranty proving to have been false or misleading.", "references": ["Applicable Laws", "Taxes", "Arbitration", "Assigns", "Effective Dates", "Death", "Benefits", "Assignments", "Authorizations", "Definitions", "Qualifications", "Governing Laws", "Terms", "Expenses", "Anti-Corruption Laws", "Sales", "Disability", "Agreements", "Litigations", "Integration", "Confidentiality", "Compliance With Laws", "Costs", "Terminations", "Forfeitures", "Intellectual Property", "Authority", "Existence", "No Waivers", "Organizations", "Survival"], "gold": ["Survival"]}
+{"input": "Except as set forth on Schedule 5.6 hereto or as set forth in written notice to the Administrative Agent from time to time, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Loan Parties which could reasonably be expected to have a Material Adverse Effect.", "references": ["Financial Statements", "Publicity", "Base Salary", "Vesting", "Tax Withholdings", "Capitalization", "Headings", "Duties", "Governing Laws", "Non-Disparagement", "Closings", "Vacations", "Specific Performance", "Amendments", "Enforcements", "Authorizations", "Fees", "Binding Effects", "Positions", "No Waivers", "Change In Control", "Modifications", "Records", "Jurisdictions", "Employment", "Agreements", "Interpretations", "Approvals", "Arbitration", "Powers", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.", "references": ["Waiver Of Jury Trials", "Remedies", "Use Of Proceeds", "Effectiveness", "Notices", "Jurisdictions", "Indemnifications", "No Conflicts", "Interpretations", "Benefits", "Costs", "Solvency", "Enforceability", "Fees", "Authority", "Assignments", "Survival", "Qualifications", "Interests", "Entire Agreements", "Submission To Jurisdiction", "Consent To Jurisdiction", "Severability", "Positions", "Non-Disparagement", "Publicity", "Arbitration", "Liens", "Organizations", "Anti-Corruption Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "As of the Restatement Effective Date, (a) Horizon TFC hereby resigns as the Collateral Agent under the Original Credit Agreement and shall have no further obligations under the Loan Documents in such capacity; (b) the Lenders hereby appoint Molteni as Collateral Agent under this Agreement and the other Loan Documents; (c) the Borrower hereby consents to the appointment of Molteni as the Collateral Agent; and (e) Molteni hereby accepts its appointment as Collateral Agent.", "references": ["Agreements", "Solvency", "Sanctions", "Survival", "Definitions", "Powers", "Compliance With Laws", "Governing Laws", "Effective Dates", "Interests", "Applicable Laws", "Venues", "Duties", "Financial Statements", "Vacations", "Adjustments", "Representations", "Warranties", "Arbitration", "Transactions With Affiliates", "Positions", "Terms", "Amendments", "Organizations", "Severability", "Insurances", "Payments", "Interpretations", "Erisa", "Miscellaneous", "Consents"], "gold": ["Consents"]}
+{"input": "Any party may, subject to applicable Law, solely as to itself: (i)\u00a0waive any inaccuracies in the representations and warranties of any other party hereto; (ii)\u00a0extend the time for the performance of any of the obligations or acts of any other party hereto; or (iii)\u00a0waive compliance by any other party with any of the agreements contained in this Agreement or, except as otherwise provided in this Agreement, waive any of such party\u2019s conditions set forth in this Agreement.\u00a0 Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.\u00a0 Notwithstanding the foregoing, no failure or delay by either Stockholder, Parent or Sub in exercising any right hereunder shall operate as a waiver of rights, nor shall any single or partial exercise of such rights preclude any other or further exercise of such rights or the exercise of any other right hereunder.", "references": ["Assignments", "No Waivers", "Consent To Jurisdiction", "Cooperation", "Venues", "Severability", "Defined Terms", "Indemnity", "Anti-Corruption Laws", "Enforcements", "Warranties", "Books", "Applicable Laws", "Compliance With Laws", "Participations", "Agreements", "Successors", "Publicity", "Construction", "Consents", "Binding Effects", "Liens", "Amendments", "Tax Withholdings", "Erisa", "Governing Laws", "Miscellaneous", "Authority", "Confidentiality", "Qualifications", "Waivers"], "gold": ["Waivers"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower\u2019s Affiliates or Restricted Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.\u00a0\u00a0For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.", "references": ["Miscellaneous", "Positions", "Approvals", "Titles", "Erisa", "Compliance With Laws", "Terminations", "Further Assurances", "Authority", "Indemnifications", "Amendments", "Interests", "Disclosures", "Consents", "Transactions With Affiliates", "Binding Effects", "Assignments", "Adjustments", "Sales", "Indemnity", "Authorizations", "Defined Terms", "Venues", "No Waivers", "Integration", "Qualifications", "Insurances", "Headings", "Warranties", "Powers", "Participations"], "gold": ["Participations"]}
+{"input": "Each of the Revolving Administrative Agent and each Revolving Lender agrees to keep confidential all non-public information provided to it by any Revolving Loan Party pursuant to this Agreement that is designated by such Revolving Loan Party as confidential; provided that nothing herein shall prevent the Revolving Administrative Agent or any Revolving Lender from disclosing any such information (a) to the Revolving Administrative Agent, any other Revolving Lender or any Revolving Lender Affiliate, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Hedge Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants, auditors and other professional advisors or those of any of its Affiliates (the \u201c Permitted Parties \u201d), (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Revolving Lender\u2019s investment portfolio in connection with ratings issued or any insurer, insurance broker or direct or indirect provider of credit protection with respect to such Revolving Lender or Permitted Parties, (i) to any credit insurance provider relating to the Revolving Borrower and its obligations, (j) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement, (k) to the CUSIP Service Bureau or any similar organization, (l) in connection with the exercise of any remedy hereunder or under any other Revolving Loan Document or (m) with the prior written consent of the Revolving Borrower.\u00a0 In addition, the Revolving Administrative Agent and the Revolving Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Revolving Lenders in connection with the administration of this Agreement, the other Revolving Loan Documents, the Revolving Commitments and the Pre-Export Credit Agreement; provided , that the Revolving Administrative Agent and the Revolving Lenders shall have obtained such service providers\u2019 written agreement to maintain the confidentiality of all non-public information relating to this Agreement, the other Revolving Loan Documents and the Pre-Export Credit Agreement.", "references": ["Construction", "Costs", "Submission To Jurisdiction", "Erisa", "Powers", "Taxes", "Remedies", "Books", "Severability", "Insurances", "Brokers", "Qualifications", "Intellectual Property", "Counterparts", "Sanctions", "Transactions With Affiliates", "Indemnifications", "Payments", "Effectiveness", "Defined Terms", "Organizations", "Disability", "Specific Performance", "Adjustments", "Solvency", "No Conflicts", "Authority", "Use Of Proceeds", "Terms", "Assignments", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement may be amended by the Seller and the Issuer, with ten Business Days\u2019 prior written notice given to the Rating Agencies and the prior written consent of the Indenture Trustee (which consent shall be given in reliance on an Opinion of Counsel and an Officer\u2019s Certificate stating that such amendment is permitted or authorized under and adopted in accordance with the provisions of this Agreement, upon which the Indenture Trustee may conclusively rely), but without the consent of any of the Holders, (i)\u00a0to cure any ambiguity, to correct or supplement any provisions in this Agreement; provided , however , that such action shall not, as evidenced by an Officer\u2019s Certificate delivered to the Issuer and the Indenture Trustee, adversely affect in any material respect the interests of any Holder or (ii)\u00a0to conform the provisions hereof to the description of this Agreement in the Prospectus.", "references": ["Miscellaneous", "Erisa", "Sales", "Consents", "Waiver Of Jury Trials", "Existence", "Disclosures", "Entire Agreements", "Books", "Use Of Proceeds", "Insurances", "Positions", "Solvency", "Qualifications", "Severability", "Publicity", "Survival", "Successors", "Anti-Corruption Laws", "Arbitration", "Base Salary", "Litigations", "Definitions", "Remedies", "Authorizations", "Notices", "Defined Terms", "Intellectual Property", "Fees", "Withholdings", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement is personal to Executive and shall not, without the prior written consent of the Company, be assignable by Executive. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, \u201csuccessor\u201d and \u201cassignee\u201d shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company, acquires all or substantially all of the Company\u2019s assets, or to which the Company assigns this Agreement by operation of law or otherwise.", "references": ["Disability", "Qualifications", "Definitions", "Duties", "Vacations", "Brokers", "Base Salary", "Intellectual Property", "Modifications", "Powers", "Vesting", "Effectiveness", "Tax Withholdings", "Expenses", "Benefits", "Governing Laws", "Use Of Proceeds", "Survival", "Erisa", "Capitalization", "Payments", "Indemnifications", "Approvals", "Defined Terms", "Submission To Jurisdiction", "Binding Effects", "Headings", "Amendments", "Sanctions", "Organizations", "Successors"], "gold": ["Successors"]}
+{"input": "Each party warrants and represents to the other party that it has not dealt with any broker in connection with the negotiation and execution of this Lease other than Irgens Partners, LLC, Cushman & Wakefield and CBRE, and hereby agrees to indemnify and hold the other party harmless from and against any and all liability, obligation, loss, cost and/or expense (including reasonable attorneys\u2019 fees) in connection with the claims of any other broker or other person which are based on the conduct, actions or agreements of such party. Landlord shall pay any commission due the above named broker(s) pursuant to separate agreement.", "references": ["Entire Agreements", "Disability", "Construction", "Consent To Jurisdiction", "Amendments", "Capitalization", "Effective Dates", "No Waivers", "Severability", "Governing Laws", "Litigations", "Costs", "Solvency", "Successors", "Expenses", "Intellectual Property", "Assignments", "Subsidiaries", "Benefits", "Positions", "Notices", "Records", "Venues", "Survival", "Further Assurances", "Remedies", "Death", "Employment", "Modifications", "Use Of Proceeds", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Agreement (including the Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. For the avoidance of doubt, the Purchase Agreement shall remain in full force and effect, but shall be deemed amended hereby, and any provisions in this Agreement that supplement, duplicate or contradict any provision of the Purchase Agreement shall be deemed to supersede the corresponding provision of the Purchase Agreement from and after the effective date hereof.", "references": ["Qualifications", "Defined Terms", "General", "Enforceability", "Litigations", "Vesting", "No Waivers", "Representations", "Definitions", "Use Of Proceeds", "Approvals", "No Defaults", "Withholdings", "Counterparts", "Submission To Jurisdiction", "Indemnity", "Binding Effects", "Applicable Laws", "Modifications", "Terminations", "Integration", "Cooperation", "Survival", "Publicity", "Miscellaneous", "Non-Disparagement", "Venues", "Existence", "Disclosures", "Arbitration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The representations, warranties, covenants and agreements made in this Agreement shall survive the closing of the transactions contemplated hereby and the exchange and delivery of the Warrants and the Exchange Note.", "references": ["Arbitration", "Counterparts", "Effective Dates", "Benefits", "Taxes", "Enforcements", "Titles", "Anti-Corruption Laws", "Specific Performance", "Successors", "Records", "Authority", "Representations", "Terms", "Death", "Existence", "Fees", "Submission To Jurisdiction", "Payments", "Brokers", "Confidentiality", "Consents", "General", "Base Salary", "Change In Control", "Financial Statements", "Intellectual Property", "Effectiveness", "Agreements", "Jurisdictions", "Survival"], "gold": ["Survival"]}
+{"input": "The subsidiaries set forth on Schedule 4 (collectively, the \u201c Subsidiaries \u201d), are the Company\u2019s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission). Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and such equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar rights. Except as set forth in the Registration Statement and in the Prospectus, no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary\u2019s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary\u2019s property or assets to the Company or any other Subsidiary of the Company.", "references": ["Capitalization", "Anti-Corruption Laws", "Taxes", "Qualifications", "Withholdings", "No Waivers", "Governing Laws", "Change In Control", "Vesting", "Benefits", "Terminations", "Waiver Of Jury Trials", "Payments", "Consent To Jurisdiction", "Integration", "Base Salary", "Books", "Erisa", "Amendments", "Enforcements", "Waivers", "Compliance With Laws", "Powers", "Insurances", "Costs", "Litigations", "Sanctions", "Organizations", "Interpretations", "Financial Statements", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in respect thereof, all covenants, agreements, representations and warranties made hereunder or pursuant hereto or in connection with the transaction contemplated hereby shall survive the Closing and continue in effect through the third anniversary of the Closing.", "references": ["Entire Agreements", "Approvals", "Effective Dates", "Venues", "Forfeitures", "Withholdings", "Benefits", "Waivers", "Successors", "Insurances", "Miscellaneous", "Adjustments", "Counterparts", "No Waivers", "Erisa", "Waiver Of Jury Trials", "Interests", "Representations", "Amendments", "Closings", "Solvency", "Severability", "Positions", "Existence", "Vacations", "Remedies", "General", "Binding Effects", "Financial Statements", "Death", "Warranties"], "gold": ["Warranties"]}
+{"input": "This agreement shall be governed by the laws of the State of Ohio and, to the extent applicable, federal law.", "references": ["Subsidiaries", "Warranties", "Indemnifications", "Submission To Jurisdiction", "Construction", "Venues", "Solvency", "Disclosures", "Compliance With Laws", "Forfeitures", "Change In Control", "Terms", "Arbitration", "Integration", "Consent To Jurisdiction", "Use Of Proceeds", "Titles", "Employment", "Sanctions", "Base Salary", "Amendments", "Effectiveness", "Erisa", "Successors", "Assignments", "Anti-Corruption Laws", "Enforcements", "Interpretations", "No Conflicts", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or electronic transmission), each of which shall be an original, but all such counterparts shall together constitute but one and the same instrument.", "references": ["Tax Withholdings", "Authorizations", "Successors", "Effectiveness", "Notices", "Transactions With Affiliates", "Defined Terms", "Organizations", "Base Salary", "Brokers", "Benefits", "Specific Performance", "Agreements", "Representations", "Anti-Corruption Laws", "Vesting", "Waiver Of Jury Trials", "Modifications", "Solvency", "Governing Laws", "Waivers", "Effective Dates", "Indemnifications", "Titles", "Existence", "Insurances", "Employment", "Intellectual Property", "Sanctions", "Definitions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The failure by the Company to enforce at any time any of the provisions of this Paragraph 9 or to require at any time performance by the Participant of any provisions hereof, shall in no way be construed to be a release of the Participant or waiver of such provisions or to affect the validity of this Award Agreement or any part hereof, or the right of the Company thereafter to enforce every such provision in accordance with the terms of this Award Agreement. The obligations contained in this Paragraph 9 shall survive the termination of the Participant\u2019s employment with the Company or any affiliate and shall be fully enforceable thereafter.", "references": ["Terms", "Counterparts", "Change In Control", "Anti-Corruption Laws", "Solvency", "Authorizations", "Costs", "Closings", "Integration", "Sanctions", "Tax Withholdings", "Intellectual Property", "Non-Disparagement", "Enforcements", "Vacations", "Consent To Jurisdiction", "Severability", "Authority", "Modifications", "Definitions", "Brokers", "Miscellaneous", "Agreements", "Sales", "Enforceability", "Confidentiality", "Releases", "Erisa", "Construction", "Benefits", "Waivers"], "gold": ["Waivers"]}
+{"input": "In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.", "references": ["Approvals", "Binding Effects", "Arbitration", "Terminations", "Titles", "Warranties", "Further Assurances", "Entire Agreements", "Anti-Corruption Laws", "Modifications", "Payments", "Interpretations", "Duties", "Organizations", "Books", "Non-Disparagement", "Effectiveness", "Liens", "Representations", "Waiver Of Jury Trials", "Existence", "Sanctions", "Venues", "Records", "Financial Statements", "Miscellaneous", "Governing Laws", "Releases", "Confidentiality", "Authority", "Severability"], "gold": ["Severability"]}
+{"input": "The interpretation, performance, and enforcement of the Award Letter and these Terms and Conditions shall be governed by the laws of the State of Delaware, without giving effect to its principles of conflict of laws.", "references": ["Payments", "Withholdings", "Miscellaneous", "Disability", "Interests", "Forfeitures", "Qualifications", "Approvals", "Sales", "Binding Effects", "Effectiveness", "Powers", "Intellectual Property", "Assignments", "Base Salary", "Expenses", "Existence", "Disclosures", "Entire Agreements", "Representations", "Definitions", "Enforceability", "Indemnity", "Severability", "Modifications", "No Conflicts", "Adjustments", "Notices", "Publicity", "Insurances", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any bills, statements, notices, demands, requests, consents or other communications given or required to be given under this Consent shall be effective only if rendered or given in writing and (i) delivered personally (against a signed receipt), (ii) sent by mail (registered or certified, return receipt requested), or (iii) sent by a nationally recognized overnight courier; delivered to the respective party at the address hereinabove set forth or at such other address for such purpose by notice in accordance with the provisions hereof; or, if addressed to Tenant or Subtenant, at the Building.\u00a0\u00a0Any such bills, statements, notices, demands, requests, consents or other communications shall be deemed to have been rendered or given (x) on the date delivered, if delivered personally, or (y) three (3) business days after the date mailed, if mailed, or (z) on the first (1 st ) business day after the date sent by a nationally recognized overnight courier, if sent by a nationally recognized overnight courier.", "references": ["Disability", "Successors", "Fees", "Waivers", "Books", "Governing Laws", "Indemnifications", "Counterparts", "Specific Performance", "Remedies", "Effectiveness", "Binding Effects", "Confidentiality", "Closings", "Base Salary", "Capitalization", "Arbitration", "Approvals", "Modifications", "Liens", "Change In Control", "Consent To Jurisdiction", "Records", "Enforceability", "Insurances", "Duties", "Applicable Laws", "Litigations", "No Waivers", "Withholdings", "Notices"], "gold": ["Notices"]}
+{"input": "BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION AND LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. BORROWER AND LENDER ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF BORROWER OR LENDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL\u2011ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOAN. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.", "references": ["Modifications", "Interpretations", "Liens", "Benefits", "Assigns", "Representations", "Death", "Effectiveness", "Use Of Proceeds", "Taxes", "Erisa", "Disclosures", "Fees", "Further Assurances", "Warranties", "Vacations", "Powers", "Titles", "No Waivers", "No Conflicts", "Applicable Laws", "Venues", "Waivers", "Participations", "Disability", "Capitalization", "Sales", "Amendments", "Terms", "Defined Terms", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "HPPI shall use the proceeds from the Initial Closing and the Second Closing solely for purposes of funding the continued development of the SUBA Product for treatment of BCCNS and for general corporate purposes (it being agreed that HPPI may not use such proceeds for development of any other products other than the SUBA Product for treatment of BCCNS). HPPI may use the proceeds from the Third Closing (in a manner consistent with the Supply Agreement) for the development of other SUBA Product-based treatments for cancer and for general operating purposes of HPPI. HPPI shall not use the proceeds from any Closing for: (i)\u00a0for the satisfaction of any portion of the Company\u2019s Indebtedness (other than payment of trade payables in the ordinary course of the Company\u2019s business and prior practices), (ii)\u00a0for the redemption of any Common Stock or Common Stock Equivalents, (iii)\u00a0for the settlement of any outstanding litigation, or (iv)\u00a0in violation of FCPA or OFAC regulations.", "references": ["Organizations", "Cooperation", "Amendments", "Defined Terms", "Participations", "Indemnifications", "Approvals", "Consents", "Survival", "Capitalization", "Entire Agreements", "Powers", "Closings", "Vacations", "Applicable Laws", "Counterparts", "Headings", "Effectiveness", "Employment", "Benefits", "Disclosures", "Titles", "Subsidiaries", "Qualifications", "Records", "Brokers", "Interpretations", "Assigns", "Authority", "Costs", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.", "references": ["Authority", "Vacations", "Base Salary", "Benefits", "Applicable Laws", "Authorizations", "Amendments", "Agreements", "Remedies", "Disclosures", "Warranties", "No Waivers", "Litigations", "Submission To Jurisdiction", "Arbitration", "Liens", "Solvency", "Disability", "Counterparts", "Terminations", "Vesting", "Indemnity", "Jurisdictions", "Compliance With Laws", "Releases", "Governing Laws", "Miscellaneous", "Effectiveness", "Notices", "Assignments", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "No Contravention . Subject to the entry of the Chapter 11 Orders, the execution, delivery and performance by the Borrower of the DIP Loan Documents are within its powers, have been duly authorized by all necessary action pursuant to its organizational documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a)\u00a0any Law applicable to the Borrower or any of the organizational documents of the Borrower, or (b)\u00a0any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Interests", "Further Assurances", "Employment", "Warranties", "Withholdings", "Disclosures", "Cooperation", "Miscellaneous", "Definitions", "Releases", "Modifications", "Terminations", "Approvals", "Integration", "Applicable Laws", "Death", "Base Salary", "Arbitration", "Titles", "Effectiveness", "Insurances", "Anti-Corruption Laws", "Financial Statements", "Sales", "Capitalization", "Liens", "Agreements", "Subsidiaries", "Transactions With Affiliates", "Sanctions", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Award may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.", "references": ["Anti-Corruption Laws", "Indemnifications", "Organizations", "Costs", "Waiver Of Jury Trials", "Arbitration", "Existence", "Employment", "Jurisdictions", "Integration", "Defined Terms", "Definitions", "Sales", "Interpretations", "Tax Withholdings", "Interests", "Erisa", "Miscellaneous", "Sanctions", "No Defaults", "Enforceability", "Expenses", "Titles", "Records", "Positions", "Modifications", "Indemnity", "Authorizations", "Releases", "Vesting", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As of the date of this Agreement, CTI has no subsidiaries or operating divisions.", "references": ["Successors", "Closings", "Taxes", "Severability", "Amendments", "Non-Disparagement", "Forfeitures", "Litigations", "Fees", "Effectiveness", "Applicable Laws", "Notices", "Sales", "Benefits", "Insurances", "Interests", "Change In Control", "Costs", "Releases", "Terminations", "Erisa", "No Waivers", "General", "Compliance With Laws", "Vacations", "Base Salary", "Entire Agreements", "Financial Statements", "Employment", "Adjustments", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "EACH OF THE BORROWER AND THE REIT IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY AFFILIATE OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE AGREEMENT REGARDING FEES OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR LENDERS TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT THE ADMINISTRATIVE AGENT OR SUCH LENDER DETERMINES THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT (A) BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT, OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT, OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION OR (B) LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR LENDERS TO COMMENCE ANY PROCEEDING IN ANY OTHER FORUM TO THE EXTENT THE ADMINISTRATIVE AGENT OR SUCH LENDER DETERMINES THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS.", "references": ["Notices", "Brokers", "Interests", "Death", "Entire Agreements", "Disclosures", "No Defaults", "Venues", "Remedies", "Organizations", "Authorizations", "Titles", "Vacations", "Terms", "Modifications", "Miscellaneous", "Costs", "No Waivers", "Survival", "Adjustments", "Jurisdictions", "Insurances", "Sanctions", "Consents", "Anti-Corruption Laws", "Arbitration", "Existence", "Expenses", "Releases", "Positions", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "This Amendment (along with the Lease) sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this Amendment or disseminate or distribute any information concerning the terms, details or conditions hereof to any person, firm or entity without obtaining the express written consent of Landlord, except for Tenant\u2019s counsel, accountants, auditors, lenders, investors, successors, assigns, subtenants, brokers and consultants, and only if and to the extent such parties are informed by Tenant of the confidential nature of the Lease and this Amendment and shall agree to act in accordance with the provisions of this Section.", "references": ["Sales", "Assigns", "Assignments", "Brokers", "Litigations", "Closings", "Forfeitures", "Interpretations", "Records", "Releases", "Indemnifications", "No Defaults", "Employment", "Effectiveness", "Capitalization", "Terminations", "Change In Control", "Enforceability", "Consents", "Intellectual Property", "Insurances", "Authority", "Costs", "Duties", "Non-Disparagement", "Vacations", "Representations", "Modifications", "Arbitration", "Titles", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "During the Term, Executive shall be entitled to paid vacation, paid holidays and sick leave in accordance with the Company\u2019s standard policies for its officers.", "references": ["Effective Dates", "Organizations", "Severability", "Cooperation", "Vesting", "Disability", "Jurisdictions", "Transactions With Affiliates", "Brokers", "Tax Withholdings", "Positions", "Entire Agreements", "Employment", "Modifications", "Closings", "Terms", "Base Salary", "Payments", "Subsidiaries", "Taxes", "Arbitration", "Existence", "Intellectual Property", "Effectiveness", "Headings", "No Defaults", "Amendments", "Authorizations", "Participations", "Insurances", "Vacations"], "gold": ["Vacations"]}
+{"input": "Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the U.S. Subsidiaries as of the Effective Date. The Borrower believes that the insurance maintained by or on behalf of the Borrower and its Subsidiaries is adequate.", "references": ["Interpretations", "Sanctions", "Notices", "Releases", "Subsidiaries", "Disclosures", "Brokers", "Publicity", "Venues", "Change In Control", "Solvency", "Amendments", "Benefits", "Assignments", "Enforceability", "No Conflicts", "Jurisdictions", "Terms", "Indemnity", "Applicable Laws", "Liens", "Representations", "Records", "Closings", "Erisa", "Enforcements", "Intellectual Property", "Waivers", "Headings", "Expenses", "Insurances"], "gold": ["Insurances"]}
+{"input": "A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of the term or condition for the future, or of any subsequent breach thereof or of any other term or condition thereof. Any party may waive any term, provision or condition included for the benefit of that party. Any and all waivers shall be in writing.", "references": ["Assignments", "Terms", "Interpretations", "Records", "Change In Control", "Duties", "Headings", "Releases", "Submission To Jurisdiction", "Qualifications", "Disclosures", "Powers", "Indemnifications", "Survival", "Disability", "Costs", "Binding Effects", "Governing Laws", "Notices", "Waiver Of Jury Trials", "Death", "No Conflicts", "Solvency", "Enforceability", "Forfeitures", "Venues", "Subsidiaries", "Agreements", "Expenses", "Financial Statements", "Waivers"], "gold": ["Waivers"]}
+{"input": "Except as stated on Schedule\u00a06.7 , there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of the Borrower threatened in writing against the Borrower, any Guarantor, any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto, the Collateral, Pool Properties or any lien, security title or security interest created or intended to be created pursuant hereto or thereto, or which if adversely determined could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule\u00a06.7 , there are no judgments, final orders or awards outstanding against or affecting the Borrower, any Guarantor, any of their respective Subsidiaries or any Collateral, individually or in the aggregate, in excess of $1,000,000.00, or against or affecting the Pool Properties. No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided. As of the Closing Date, none of Borrower, any Guarantor or any of their respective Subsidiaries or to Borrower or any Guarantor\u2019s knowledge, any Operator of any Medical Property, is the subject of an audit by a Governmental Authority or, to Borrower\u2019s or any Guarantor\u2019s knowledge, any investigation or review by a Governmental Authority concerning the violation or possible violation of any Requirement of Law, including any Healthcare Law.", "references": ["Vacations", "Definitions", "Authorizations", "Counterparts", "Base Salary", "Powers", "Survival", "Employment", "Binding Effects", "Further Assurances", "Applicable Laws", "Existence", "Sales", "Notices", "Use Of Proceeds", "Consents", "Assignments", "Death", "Positions", "Financial Statements", "Brokers", "Severability", "Liens", "Compliance With Laws", "Agreements", "Insurances", "No Waivers", "Interpretations", "General", "Cooperation", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement has been delivered and accepted at and shall be deemed to have been made in the State of New York, and shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the laws of the State of New York.", "references": ["Remedies", "Benefits", "Specific Performance", "Construction", "Disability", "Survival", "Withholdings", "Tax Withholdings", "Financial Statements", "Existence", "Sales", "Notices", "Enforceability", "Authorizations", "Organizations", "Capitalization", "Employment", "Assignments", "Arbitration", "Erisa", "Vesting", "Assigns", "Closings", "Base Salary", "Severability", "Counterparts", "Litigations", "Expenses", "Brokers", "Defined Terms", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by You, in the case of an amendment, supplement, modification or waiver sought to be enforced against You, or signed by the Companies and approved by the Board, in the case of an amendment, supplement, modification or waiver sought to be enforced against the Companies.", "references": ["Compliance With Laws", "Subsidiaries", "Venues", "Costs", "Liens", "Warranties", "Forfeitures", "Closings", "Fees", "Submission To Jurisdiction", "Financial Statements", "Expenses", "Modifications", "Terms", "Counterparts", "Representations", "Indemnity", "Authority", "Indemnifications", "Integration", "Publicity", "Records", "Effective Dates", "Jurisdictions", "Taxes", "Defined Terms", "Headings", "Further Assurances", "No Conflicts", "Successors", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits shall only be payable if the Employee delivers to the Company (and does not revoke) a general release of claims in favor of the Company in the form reasonably prepared by Company counsel. Such release shall be required to be executed and delivered (and no longer subject to revocation, if applicable) by Employee to the Company within thirty (30) days following termination.", "references": ["Further Assurances", "Consent To Jurisdiction", "Arbitration", "No Conflicts", "Change In Control", "Confidentiality", "Death", "Vesting", "Integration", "Benefits", "Non-Disparagement", "Assigns", "Forfeitures", "Enforceability", "Brokers", "Governing Laws", "Subsidiaries", "Records", "Solvency", "No Defaults", "Remedies", "Positions", "Effectiveness", "Interpretations", "Disability", "Survival", "Indemnifications", "Specific Performance", "Counterparts", "Closings", "Releases"], "gold": ["Releases"]}
+{"input": "Borrower shall indemnify, defend and hold Lender and the Lender Parties harmless from and against, and be responsible for paying, all Losses which may be imposed upon, asserted against, or incurred or paid by any of them: (a)\u00a0by reason of, on account of or in connection with any act or occurrence relating to the Mortgaged Property or any bodily injury, death, other personal injury or property damage occurring in, upon or in the vicinity of the Mortgaged Property from any cause whatsoever; (b)\u00a0as a result of the failure of Borrower to perform any of its obligations under any of the Loan Documents; or (c)\u00a0on account of any transaction otherwise arising out of or in any way connected with the Mortgaged Property, this Agreement or the Indebtedness; provided, however, the indemnification in this Section 6.8 shall not require Borrower to pay any Taxes that are not Indemnified Taxes.", "references": ["Consent To Jurisdiction", "Disability", "Forfeitures", "Headings", "General", "Fees", "Defined Terms", "Miscellaneous", "Titles", "Construction", "Successors", "Agreements", "Cooperation", "Records", "Employment", "Use Of Proceeds", "Waiver Of Jury Trials", "Non-Disparagement", "Existence", "Taxes", "Publicity", "Closings", "Assigns", "Approvals", "Specific Performance", "Financial Statements", "Interpretations", "Litigations", "Terms", "Counterparts", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, EACH LENDER, EACH ISSUER AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, SUCH LENDER, SUCH ISSUER OR EACH BORROWER IN CONNECTION THEREWITH. THE BORROWERS ACKNOWLEDGE AND AGREE THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THE LOAN DOCUMENTS.", "references": ["Forfeitures", "Assigns", "Base Salary", "Confidentiality", "Effectiveness", "Submission To Jurisdiction", "Benefits", "Terms", "Qualifications", "Notices", "No Waivers", "Compliance With Laws", "Governing Laws", "Applicable Laws", "Publicity", "Insurances", "Sales", "Expenses", "Change In Control", "Duties", "Indemnity", "Financial Statements", "Payments", "Waivers", "Specific Performance", "Terminations", "Erisa", "Venues", "Solvency", "Arbitration", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "No Default or event which could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing, or would result from or after giving effect to such Loan .", "references": ["Base Salary", "Costs", "Erisa", "Interpretations", "Enforcements", "Defined Terms", "Interests", "Enforceability", "Terminations", "Waiver Of Jury Trials", "Confidentiality", "Survival", "Assigns", "Intellectual Property", "Positions", "Effectiveness", "Tax Withholdings", "Assignments", "Arbitration", "Transactions With Affiliates", "Effective Dates", "Headings", "Books", "Miscellaneous", "Employment", "Change In Control", "Litigations", "Titles", "Brokers", "Applicable Laws", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) do not violate any applicable law or regulation or the charter, by-laws or other organizational (or constitutional) documents of the Borrower or any of its Restricted Subsidiaries or any order of any Governmental Authority, (c) do not violate or result in a default under (i) the Senior Note Documents or (ii) any other indenture, agreement or other instrument binding upon the Borrower or any of its Restricted Subsidiaries or its assets, other than (in the case of such other indentures, agreements or instruments referred to in clause (ii)) such violations or defaults which could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, other than Permitted Liens.", "references": ["Adjustments", "Participations", "Employment", "Tax Withholdings", "Miscellaneous", "Solvency", "Headings", "Defined Terms", "Binding Effects", "Transactions With Affiliates", "Assigns", "Severability", "Representations", "Benefits", "Taxes", "Warranties", "Base Salary", "Effectiveness", "Disclosures", "Governing Laws", "Powers", "Vacations", "Integration", "Use Of Proceeds", "Approvals", "Vesting", "Intellectual Property", "Positions", "Capitalization", "Fees", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Executive affirms that the terms stated herein are the only consideration for signing this Agreement and that no other representations, promises, or agreements of any kind have been made by any person or entity to cause him to sign this Agreement.\u00a0\u00a0 This Agreement contains and constitutes the entire understanding and agreement between the parties on its subject matter, and, except as otherwise provided herein, it supersedes and cancels all previous negotiations, agreements, commitments, and writings in connection herewith. There are no other agreements of any nature between the Company and Executive with respect to the matters discussed in this Agreement, except as expressly stated herein.\u00a0 In signing this Agreement, Executive is not relying on any agreements or representations, except those expressly contained in this Agreement.\u00a0 If a conflict or inconsistency is found between the terms of this Agreement and any other agreement, the terms of this Agreement shall prevail.", "references": ["Modifications", "General", "Indemnity", "Capitalization", "Governing Laws", "Specific Performance", "Authorizations", "Existence", "Death", "Liens", "Erisa", "Remedies", "Confidentiality", "Interests", "Representations", "Definitions", "Powers", "Change In Control", "Publicity", "Assignments", "Successors", "Warranties", "Sales", "Disclosures", "Intellectual Property", "Duties", "Further Assurances", "Insurances", "Binding Effects", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Loan Party and each Restricted Subsidiary owns, or has a valid license to use, all the trademarks, service marks, trade names, trade secrets, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, \u201c IP Rights \u201d) necessary for the conduct of its business as currently conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and each such IP Right is free and clear of all Liens, except for Permitted Liens. To each Loan Party\u2019s knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority and no Loan Party nor any of its Restricted Subsidiaries has entered into any settlement stipulation or other agreement (except license agreements in the ordinary course of business) which would limit, cancel or question the validity of, or any Loan Party\u2019s rights in, any IP Rights in any respect that would reasonably be expected to have a Material Adverse Effect. To each Loan Party\u2019s knowledge, no claim has been asserted or threatened or is pending by any Person challenging or questioning the use by the Parent or its Restricted Subsidiaries of any IP Rights or the validity or effectiveness of any IP Rights, except as could not reasonably be expected to have a Material Adverse Effect. The use of IP Rights by the Loan Parties and their respective Restricted Subsidiaries does not infringe on the rights of any Person in a manner that would reasonably be expected to have a Material Adverse Effect. The Loan Parties and their respective Subsidiaries take all reasonable actions that in the exercise of their reasonable business judgment should be taken to protect their IP Rights, including IP Rights that are confidential in nature, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 6.17 is a complete and accurate list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Restatement Effective Date.", "references": ["Amendments", "Terminations", "Notices", "Entire Agreements", "Subsidiaries", "Expenses", "Enforcements", "Terms", "Waivers", "Publicity", "Interpretations", "Remedies", "Confidentiality", "Brokers", "Releases", "Indemnifications", "Indemnity", "Insurances", "Integration", "Base Salary", "Consents", "Books", "Consent To Jurisdiction", "Vesting", "Specific Performance", "Vacations", "Governing Laws", "Binding Effects", "Transactions With Affiliates", "Representations", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The provisions of Section\u00a09.6 of the Distribution Agreement are hereby incorporated by reference mutatis mutandis , except that the notices and communications delivered to Altra hereunder shall be delivered as set forth below.", "references": ["Counterparts", "Venues", "Agreements", "Expenses", "Qualifications", "Successors", "Assignments", "Duties", "Arbitration", "Approvals", "Sanctions", "Change In Control", "Assigns", "Representations", "Adjustments", "Survival", "No Defaults", "Disability", "Authority", "Remedies", "Organizations", "Confidentiality", "Waivers", "Applicable Laws", "Brokers", "Capitalization", "Effective Dates", "Death", "Definitions", "Solvency", "Notices"], "gold": ["Notices"]}
+{"input": "Each party\u2019s obligations under this Section 2.08 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Purchaser, the termination of the Note Purchase Commitment and the repayment, satisfaction or discharge of all obligations under any Note Document.", "references": ["Remedies", "Publicity", "General", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Interpretations", "Payments", "Terms", "Participations", "Entire Agreements", "Titles", "Terminations", "Counterparts", "Jurisdictions", "Compliance With Laws", "Cooperation", "Venues", "Amendments", "Forfeitures", "Indemnifications", "Arbitration", "Assignments", "Approvals", "Subsidiaries", "Taxes", "Construction", "Specific Performance", "Expenses", "Notices", "Records", "Survival"], "gold": ["Survival"]}
+{"input": "The Obligors shall promptly execute and deliver, or cause to be promptly executed and delivered, to the Agent and/or the Lenders, such documents and agreements, and shall promptly take or cause to be taken such actions, as the Agent may, from time to time, reasonably request to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien. Notwithstanding anything to the contrary in this Agreement, (a)\u00a0the foregoing requirements shall be subject to the terms of any applicable Acceptable Intercreditor Agreement and, in the event of any conflict with such terms, the terms of the applicable Acceptable Intercreditor Agreement shall control, (b)\u00a0no security interest or Lien is or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any of Holdings or any of its Restricted Subsidiaries in, and \u201cCollateral\u201d shall not include, any asset to the extent excluded from \u201cCollateral\u201d under the applicable Security Documents and (c)\u00a0no Obligor or any Affiliate thereof shall be required to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the United States or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).", "references": ["Submission To Jurisdiction", "Authorizations", "Integration", "Agreements", "Confidentiality", "Indemnity", "Books", "Modifications", "Solvency", "Erisa", "Assigns", "Effectiveness", "General", "Consents", "Defined Terms", "Specific Performance", "Warranties", "Amendments", "Sanctions", "Approvals", "Authority", "No Defaults", "Headings", "Tax Withholdings", "Duties", "Consent To Jurisdiction", "Non-Disparagement", "Change In Control", "Survival", "Remedies", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.", "references": ["Effective Dates", "Capitalization", "Tax Withholdings", "Modifications", "Counterparts", "Transactions With Affiliates", "Definitions", "Survival", "Base Salary", "Authority", "Enforceability", "Integration", "Taxes", "Venues", "Benefits", "General", "Expenses", "Confidentiality", "Entire Agreements", "Assigns", "Consent To Jurisdiction", "Books", "Insurances", "Construction", "Authorizations", "Sales", "Vesting", "Headings", "Releases", "Waiver Of Jury Trials", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Borrower maintains, and has caused to be maintained for each of its Subsidiaries, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any of the collateral for the Loans are endorsed in favor of and made payable to the Administrative Agent and the Collateral Agent as its interests may appear, and such policies name the Administrative Agent, the Collateral Agent and the Lenders as \u201cadditional insureds\u201d and provide that the insurer will endeavor to give at least 10 days prior notice of any cancellation to the Administrative Agent and the Collateral Agent.", "references": ["Employment", "Jurisdictions", "Vacations", "Headings", "Qualifications", "Entire Agreements", "Erisa", "Indemnity", "Warranties", "Effective Dates", "Miscellaneous", "General", "Assigns", "Authorizations", "Use Of Proceeds", "Litigations", "Approvals", "Construction", "Intellectual Property", "Anti-Corruption Laws", "Benefits", "Withholdings", "Disability", "Subsidiaries", "Costs", "Compliance With Laws", "Tax Withholdings", "Successors", "Publicity", "Adjustments", "Insurances"], "gold": ["Insurances"]}
+{"input": "The waiver by the Company or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.", "references": ["Publicity", "Intellectual Property", "Counterparts", "Approvals", "Books", "Construction", "Erisa", "Financial Statements", "Death", "Binding Effects", "Benefits", "Consents", "Base Salary", "Applicable Laws", "Disability", "Assignments", "Qualifications", "Further Assurances", "Definitions", "Arbitration", "Jurisdictions", "Specific Performance", "Litigations", "Indemnity", "Vesting", "Remedies", "Transactions With Affiliates", "Terms", "Vacations", "Capitalization", "Waivers"], "gold": ["Waivers"]}
+{"input": "BORROWER AND GUARANTOR AGREE THAT ANY ACTION TO ENFORCE BORROWER'S OR GUARANTOR'S OBLIGATIONS TO CRESTMARK SHALL BE PROSECUTED EITHER IN THE CIRCUIT COURT OF OAKLAND COUNTY MICHIGAN OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN (UNLESS CRESTMARK, IN ITS SOLE DISCRETION, ELECTS SOME OTHER JURISDICTION), AND BORROWER AND GUARANTOR SUBMIT TO THE JURISDICTION OF ANY SUCH COURT SELECTED BY CRESTMARK. BORROWER AND GUARANTOR WAIVE ANY AND ALL RIGHTS TO CONTEST THE JURISDICTION AND VENUE OF ANY ACTION BROUGHT IN THIS MATTER AND BORROWER AND GUARANTOR MAY BRING ANY ACTION AGAINST CRESTMARK ONLY IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND OR THE FEDERAL COURT OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN.", "references": ["Governing Laws", "Change In Control", "Vesting", "Consents", "Definitions", "Indemnity", "Employment", "Terms", "Adjustments", "Litigations", "Transactions With Affiliates", "Headings", "Confidentiality", "Subsidiaries", "Disclosures", "Notices", "Effective Dates", "Organizations", "Arbitration", "Forfeitures", "Anti-Corruption Laws", "Sanctions", "Use Of Proceeds", "Vacations", "Books", "Indemnifications", "Counterparts", "General", "No Waivers", "Financial Statements", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The provisions of this Agreement are binding upon and inure to the benefit of the Parties and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.4(B) , (ii) by way of participation in accordance with the provisions of Section 10.4(D) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.4(E) (and any other attempted assignment or transfer by any Party hereto is null and void). Nothing in this Agreement, expressed or implied, may be construed to confer upon any Person (other than the Parties, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.4(D) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Effective Dates", "Forfeitures", "Jurisdictions", "Litigations", "Duties", "Participations", "Amendments", "Applicable Laws", "Sanctions", "Records", "Financial Statements", "Titles", "Taxes", "Effectiveness", "Tax Withholdings", "Brokers", "Modifications", "Authorizations", "Waiver Of Jury Trials", "Terms", "Venues", "Agreements", "Adjustments", "Enforceability", "Indemnity", "Sales", "Severability", "Survival", "Definitions", "Benefits", "Successors"], "gold": ["Successors"]}
+{"input": "Mortgagor shall maintain insurance in accordance with Section \u00a08.07 of the Credit Agreement.", "references": ["Miscellaneous", "Confidentiality", "Vesting", "Compliance With Laws", "Enforceability", "Headings", "Interests", "Disability", "Terms", "Construction", "Assigns", "Severability", "Applicable Laws", "Publicity", "Fees", "No Conflicts", "General", "Taxes", "Base Salary", "Financial Statements", "Agreements", "Qualifications", "Indemnity", "Remedies", "Governing Laws", "Binding Effects", "Terminations", "No Waivers", "Cooperation", "Forfeitures", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.\u00a0 Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.", "references": ["Effective Dates", "Transactions With Affiliates", "Insurances", "Benefits", "Organizations", "Terms", "Agreements", "Titles", "Definitions", "Vesting", "Amendments", "Successors", "Authorizations", "Governing Laws", "Effectiveness", "Applicable Laws", "Consent To Jurisdiction", "Waivers", "No Defaults", "Taxes", "Warranties", "Brokers", "Notices", "Anti-Corruption Laws", "Existence", "Fees", "Remedies", "Severability", "Specific Performance", "Disclosures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors\u2019 rights generally and to general equity principles.", "references": ["Expenses", "Subsidiaries", "Releases", "Base Salary", "Effectiveness", "Definitions", "Tax Withholdings", "Modifications", "Notices", "Assigns", "Liens", "Employment", "Integration", "Effective Dates", "Representations", "No Conflicts", "Transactions With Affiliates", "Remedies", "Headings", "Disability", "Intellectual Property", "Anti-Corruption Laws", "Payments", "Withholdings", "Disclosures", "Death", "Positions", "Agreements", "Use Of Proceeds", "Records", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Issuer (i) is not insolvent\u201d (as such term is defined in \u00a7\u00a0101(32)(A) of the Bankruptcy Code); (ii) is able to pay its debts as they become due; and (iii) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage. The Issuer is not Granting the Trust Estate to the Indenture Trustee with the intent to defraud, delay or hinder any of its creditors.", "references": ["Employment", "Effective Dates", "Use Of Proceeds", "Venues", "Forfeitures", "Defined Terms", "Amendments", "Releases", "Authorizations", "Terminations", "Entire Agreements", "Costs", "Integration", "Sanctions", "Litigations", "Powers", "Indemnifications", "No Waivers", "Sales", "Vacations", "Payments", "Specific Performance", "Positions", "Submission To Jurisdiction", "Further Assurances", "Expenses", "Applicable Laws", "Confidentiality", "Waivers", "Death", "Solvency"], "gold": ["Solvency"]}
+{"input": "You will continue to receive standard health benefits made available to similarly situated employees, subject to your satisfying any eligibility requirements. In the event your hours during the Advisory Period are less than 20 hours per week, you will not be eligible to participate in Juniper\u2019s 2008 Employee Stock Purchase Plan (ESPP) and you will receive a refund of any accrued but unused contributions.", "references": ["Payments", "Miscellaneous", "Duties", "General", "Enforceability", "Qualifications", "Headings", "Counterparts", "Warranties", "Notices", "Transactions With Affiliates", "Survival", "Severability", "Compliance With Laws", "Jurisdictions", "Positions", "Representations", "Interpretations", "Publicity", "Assignments", "Arbitration", "Non-Disparagement", "Liens", "Litigations", "Powers", "Assigns", "Records", "Approvals", "Interests", "Effective Dates", "Benefits"], "gold": ["Benefits"]}
+{"input": "Interest is payable monthly on the Payment Date of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i)\u00a0all payments received after 2:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and (ii)\u00a0the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.", "references": ["Releases", "Intellectual Property", "Powers", "Authority", "Compliance With Laws", "Applicable Laws", "Sales", "Duties", "Solvency", "Withholdings", "Erisa", "Survival", "Death", "Change In Control", "Forfeitures", "No Conflicts", "Use Of Proceeds", "Tax Withholdings", "Expenses", "Costs", "Indemnity", "Approvals", "Base Salary", "Existence", "Interests", "Closings", "Insurances", "Representations", "Submission To Jurisdiction", "Publicity", "Payments"], "gold": ["Payments"]}
+{"input": "If any portion of this Agreement shall be declared void or unenforceable by any court or administrative body of competent jurisdiction, such portion shall be deemed severable from the remainder of this Agreement, which shall continue in all respects to be valid and enforceable.", "references": ["Submission To Jurisdiction", "Publicity", "Representations", "Defined Terms", "Vacations", "Compliance With Laws", "Definitions", "Miscellaneous", "Litigations", "Qualifications", "Disability", "Books", "Terms", "Anti-Corruption Laws", "Jurisdictions", "Indemnifications", "Positions", "Approvals", "No Conflicts", "General", "Binding Effects", "Erisa", "Arbitration", "Use Of Proceeds", "Confidentiality", "Fees", "Adjustments", "Assigns", "Costs", "Solvency", "Severability"], "gold": ["Severability"]}
+{"input": "This First Amendment constitutes the entire agreement between the parties in relation to the subject matter hereof and supersedes all prior agreements and other written and oral communications in relation thereto.\u00a0 The terms of this First Amendment may only be modified, amended or waived by an instrument in writing executed by the parties hereto.", "references": ["Effectiveness", "Specific Performance", "Modifications", "Confidentiality", "Jurisdictions", "Disclosures", "Existence", "Publicity", "Transactions With Affiliates", "Payments", "Assignments", "Liens", "Erisa", "Compliance With Laws", "Amendments", "Change In Control", "Terms", "Survival", "Non-Disparagement", "Construction", "Applicable Laws", "Remedies", "Authority", "Headings", "General", "Approvals", "Base Salary", "Consent To Jurisdiction", "Solvency", "Counterparts", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company shall reimburse all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Participant if the Participant prevails on a material issue with respect to his or her claim for relief in an action by the Participant to obtain or enforce any right or benefit provided by this Plan. If a Participant is entitled to recover fees and expenses under this Section 9.1, the reimbursement of an eligible expense shall be made within 10 business days after delivery of the Participant\u2019s respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in no event later than March 15 of the year after the year in which such rights are established.", "references": ["No Conflicts", "Duties", "Taxes", "Disability", "Death", "Authority", "Forfeitures", "Effective Dates", "Terms", "Non-Disparagement", "Waivers", "Existence", "Sanctions", "Applicable Laws", "Fees", "Litigations", "Agreements", "Releases", "Counterparts", "Use Of Proceeds", "Binding Effects", "Change In Control", "No Waivers", "Jurisdictions", "Subsidiaries", "Consent To Jurisdiction", "Solvency", "Construction", "Entire Agreements", "Payments", "Expenses"], "gold": ["Expenses"]}
+{"input": "There are no pending, or to the knowledge of such entity, threatened, Actions against such entity or otherwise affecting it or its assets.", "references": ["Definitions", "General", "Amendments", "Withholdings", "Liens", "Non-Disparagement", "Taxes", "Change In Control", "Subsidiaries", "Sales", "Successors", "Miscellaneous", "Disclosures", "Titles", "Erisa", "Modifications", "Adjustments", "Intellectual Property", "Binding Effects", "Organizations", "Specific Performance", "Terminations", "Cooperation", "Effectiveness", "Further Assurances", "Vesting", "Construction", "Entire Agreements", "Submission To Jurisdiction", "Publicity", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement shall commence on the Effective Date and continue in effect for an initial period of two years (the \u201c Initial Term \u201d). Thereafter, this Agreement shall automatically renew for additional consecutive one-year periods (each, a \u201c Renewal Term \u201d), unless terminated by either Party upon at least ninety (90)\u00a0days written notice to the other Party prior to the end of the Initial Term or any Renewal Term.", "references": ["Organizations", "Consent To Jurisdiction", "Intellectual Property", "Severability", "Books", "Capitalization", "General", "Arbitration", "Integration", "Subsidiaries", "Agreements", "Consents", "Duties", "Existence", "Governing Laws", "Transactions With Affiliates", "Headings", "Submission To Jurisdiction", "Base Salary", "Binding Effects", "Survival", "Sales", "Use Of Proceeds", "Erisa", "Cooperation", "Terminations", "Authority", "Litigations", "Closings", "No Defaults", "Terms"], "gold": ["Terms"]}
+{"input": "This Warrant may be assigned by the Holder only if such assignment is made in compliance with all applicable laws, including federal and state securities laws.\u00a0 In connection with any permitted transfer, the transferee shall make such representation and warranties to the Company, consistent with Section 6 hereof, s the Company may reasonably request.", "references": ["No Waivers", "Base Salary", "Anti-Corruption Laws", "Non-Disparagement", "Payments", "Entire Agreements", "Positions", "Litigations", "Indemnity", "Modifications", "Consent To Jurisdiction", "Solvency", "Effective Dates", "Representations", "Defined Terms", "Compliance With Laws", "Disability", "Miscellaneous", "Participations", "Employment", "Books", "Headings", "Arbitration", "Vesting", "Construction", "Withholdings", "Further Assurances", "Expenses", "Enforcements", "Notices", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each calendar year the Board will review your base salary and make appropriate adjustments as needed and make its best efforts to accomplish such review within the first calendar quarter. In doing so, the Board will seek to adjust your base fee is to be competitively aligned to a range between the 25th (twenty-fifth) and 75th (seventy-fifth) percentile of the relevant market data of Chief Executive Officer positions of similarly situated publicly traded Biotech companies provided however, that such adjustment does not represent a reduction in base salary.", "references": ["Solvency", "Representations", "Warranties", "Expenses", "Cooperation", "Survival", "No Waivers", "Titles", "Venues", "Costs", "Powers", "Subsidiaries", "Use Of Proceeds", "Benefits", "Headings", "Enforcements", "Notices", "Disclosures", "Fees", "Enforceability", "Duties", "Agreements", "Disability", "Financial Statements", "Forfeitures", "Intellectual Property", "Approvals", "Publicity", "Books", "Records", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Borrower shall indemnify, defend and hold harmless Lender (and for purposes of this Section 4.30 , Lender shall include the initial lender, its Affiliates, successors and assigns, and their respective officers and directors) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i)\u00a0any breach by Borrower of its Obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents; (ii)\u00a0the use or intended use of the proceeds of the Loan; (iii)\u00a0any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv)\u00a0ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents (including due to any Increased Costs, Special Taxes or Other Taxes but excluding due to compliance with bank regulatory requirements or similar Lender bank regulatory compliance); (v)\u00a0any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi)\u00a0any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii)\u00a0performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii)\u00a0any failure of any Senior Collateral or the Collateral to comply with any Legal Requirement (it being understood that with respect to environmental legal requirements, the Environmental Indemnity shall govern); (ix)\u00a0any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (x)\u00a0the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease (collectively, the \u201c Indemnified Liabilities \u201d); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.", "references": ["Insurances", "Terms", "Organizations", "Modifications", "Headings", "Authority", "Benefits", "Assigns", "Representations", "Consent To Jurisdiction", "Specific Performance", "Expenses", "Withholdings", "Interests", "Sales", "Intellectual Property", "Applicable Laws", "Powers", "Effective Dates", "Consents", "Records", "Releases", "Duties", "Publicity", "Existence", "Confidentiality", "Death", "Defined Terms", "Vacations", "Survival", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "As used in this Plan, the following terms shall have the respective meanings set forth below, and, when the meaning is intended, the initial letter of the word is capitalized.", "references": ["Cooperation", "Use Of Proceeds", "Specific Performance", "Disability", "Costs", "Successors", "Titles", "Adjustments", "Payments", "Capitalization", "Expenses", "Effectiveness", "Forfeitures", "Powers", "Solvency", "Intellectual Property", "Severability", "Fees", "Integration", "Further Assurances", "Defined Terms", "Non-Disparagement", "Subsidiaries", "No Waivers", "Records", "General", "Consents", "Headings", "Agreements", "No Defaults", "Definitions"], "gold": ["Definitions"]}
+{"input": "Provided there is an Outstanding Balance, on each Redemption Date (as defined below), Borrower shall pay to Lender an amount equal to the Redemption Amount (as defined below) due on such Redemption Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.", "references": ["Assigns", "Existence", "Consent To Jurisdiction", "Organizations", "Withholdings", "Death", "Waiver Of Jury Trials", "Intellectual Property", "Terminations", "Specific Performance", "Fees", "Assignments", "Cooperation", "Transactions With Affiliates", "Solvency", "Successors", "Arbitration", "Submission To Jurisdiction", "Authorizations", "Survival", "Use Of Proceeds", "Enforcements", "Non-Disparagement", "Authority", "Sanctions", "Adjustments", "Insurances", "Confidentiality", "Releases", "Change In Control", "Payments"], "gold": ["Payments"]}
+{"input": "The Transactions and the other transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) consents, approvals, registrations, filings or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any Applicable Law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens created under the Loan Documents and Liens permitted by Section 6.02, and (e) do not require any acknowledgement, agreement or consent under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or their assets, except for such acknowledgements, agreements and consents as have been obtained or made and are in full force and effect, and such acknowledgements, agreements or consents the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.03 sets forth for the Borrower and each Subsidiary Loan Party a description of each license from a Governmental Authority which is material to the conduct of the business of such Loan Party as of the Closing Date.", "references": ["Books", "Powers", "Terms", "Duties", "Miscellaneous", "Capitalization", "Non-Disparagement", "Entire Agreements", "Effectiveness", "Base Salary", "Transactions With Affiliates", "Records", "Sanctions", "Consent To Jurisdiction", "Taxes", "Compliance With Laws", "Venues", "Forfeitures", "Further Assurances", "Adjustments", "Warranties", "Existence", "Employment", "Disclosures", "Waivers", "Closings", "Confidentiality", "Arbitration", "General", "Fees", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means and the Participant hereby consents to receive such documents by electronic delivery. The Participant agrees that his or her electronic acceptance of the Award through the Company's online acceptance procedure constitutes his or her acceptance of the Award and further agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.", "references": ["General", "Capitalization", "Governing Laws", "Interpretations", "Sanctions", "Amendments", "Anti-Corruption Laws", "Terminations", "Solvency", "Authorizations", "Benefits", "Counterparts", "Warranties", "Qualifications", "Intellectual Property", "Submission To Jurisdiction", "Waivers", "Enforceability", "Definitions", "Representations", "Venues", "Forfeitures", "Existence", "Construction", "Adjustments", "Jurisdictions", "Liens", "Miscellaneous", "Base Salary", "Approvals", "Participations"], "gold": ["Participations"]}
+{"input": "Asterias shall obtain and keep in full force and effect, at Asterias\u2019 sole cost and expense, during the Term the insurance required to be carried by the \u201cTenant\u201d under the Master Lease. Asterias shall include NNRCSI and BMR as additional insureds in any policy of liability insurance carried by Asterias in connection with this Sublease.", "references": ["Cooperation", "Agreements", "Representations", "Withholdings", "Transactions With Affiliates", "Assigns", "Interests", "Vacations", "Brokers", "Applicable Laws", "No Defaults", "Indemnity", "Positions", "Governing Laws", "Severability", "Organizations", "Benefits", "Liens", "Employment", "Entire Agreements", "Forfeitures", "Duties", "Headings", "Assignments", "Sales", "Consents", "Intellectual Property", "Death", "Interpretations", "Vesting", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Seller will pay its pro rata share (the Seller\u2019s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i)\u00a0the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii)\u00a0the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii)\u00a0the reasonable and documented fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv)\u00a0the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular and any related disclosure for the initial Form 8-K, including the cost of obtaining any \u201ccomfort letters\u201d with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi)\u00a0the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, Preliminary Prospectus, Prospectus, Preliminary Offering Circular and Final Offering Circular and the reproducing and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Preliminary Prospectus, Prospectus, Preliminary Offering Circular, Final Offering Circular and this Agreement as the Underwriters may reasonably request; (viii)\u00a0the fees of the rating agency or agencies requested to rate the Certificates; (ix) the reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, as counsel to the Purchaser; and (x) the reasonable fees and expenses of Sidley Austin LLP, as counsel to the Underwriters and the Initial Purchasers.", "references": ["Terms", "Titles", "Solvency", "Authority", "Use Of Proceeds", "Arbitration", "Headings", "Qualifications", "Capitalization", "Vacations", "No Conflicts", "Existence", "Insurances", "Integration", "Defined Terms", "Taxes", "Submission To Jurisdiction", "Employment", "Venues", "No Defaults", "Modifications", "Tax Withholdings", "Costs", "Payments", "Authorizations", "Construction", "Successors", "Notices", "Jurisdictions", "Financial Statements", "Expenses"], "gold": ["Expenses"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of: (i) 250 , 000 , 000 shares of Common Stock , of which approximately 133 , 400 , 000 shares are issued and outstanding; and (ii) zero shares of preferred stock, of which zero are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company ' s stock option plans , no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 25 , 741,029 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued , fully paid and non-assessabl . e No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls , rights of first refusal, agreements, understandings , claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries , or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof (\"Certificate of l ncorporation\") , the Company's By-laws , as in effect on the date hereof (the \"By-laws \" ) , and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company ' s Chief Executive on behalf of the Company as of the Closing Date.", "references": ["Benefits", "Sales", "Financial Statements", "Subsidiaries", "Assignments", "Agreements", "Liens", "Assigns", "Applicable Laws", "Successors", "Definitions", "Compliance With Laws", "General", "Payments", "Binding Effects", "Confidentiality", "Representations", "Waivers", "Withholdings", "Construction", "Severability", "Consents", "Solvency", "Interpretations", "Cooperation", "Powers", "Venues", "Authority", "Use Of Proceeds", "Terminations", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement shall insure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the Company and of the other parties hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.", "references": ["Effective Dates", "Financial Statements", "Participations", "Erisa", "Releases", "Defined Terms", "Successors", "Consent To Jurisdiction", "Brokers", "Approvals", "Definitions", "Use Of Proceeds", "Forfeitures", "Change In Control", "Terms", "Positions", "Organizations", "Further Assurances", "Interpretations", "Waiver Of Jury Trials", "Base Salary", "Non-Disparagement", "Modifications", "Transactions With Affiliates", "Amendments", "Confidentiality", "Benefits", "Authority", "Existence", "Expenses", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "You are not a party to any existing agreement or employment that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, to an obligation to assign your Inventions or Intellectual Property Rights to a third party or any agreement subjecting you to a non-compete, except as identified in Attachment A hereto; and you will not enter into any other agreement that is in conflict with your obligations under this Agreement.", "references": ["Non-Disparagement", "Disclosures", "Death", "Arbitration", "Consent To Jurisdiction", "Adjustments", "Indemnity", "Costs", "Liens", "Litigations", "Sales", "Duties", "Warranties", "Effectiveness", "Expenses", "Disability", "Tax Withholdings", "Participations", "Publicity", "Waiver Of Jury Trials", "Capitalization", "Qualifications", "Survival", "Terminations", "Applicable Laws", "Closings", "Modifications", "Miscellaneous", "Confidentiality", "Releases", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The obligations of the Company under this Section \u00a06 shall be in addition to any liability which the Company may otherwise have. The indemnity and contribution agreements of the parties contained in this Section \u00a06 and the covenants, warranties and representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i)\u00a0any termination of this Agreement, (ii)\u00a0any investigation made by or on behalf of the Placement Agent, any person who controls the Placement Agent within the meaning of either the Securities Act or the Exchange Act or any affiliate of the Placement Agent, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of either the Securities Act or the Exchange Act, and (iii)\u00a0the issuance and delivery of the Securities. The Company and the Placement Agent agree promptly to notify each other of the commencement of any proceeding against it and, in the case of the Company, against any of the Company\u2019s officers or directors in connection with the issuance and sale of the Securities.", "references": ["Integration", "Interests", "Death", "Liens", "Warranties", "No Waivers", "Headings", "Forfeitures", "Vesting", "Capitalization", "Sanctions", "Organizations", "Terms", "Sales", "Taxes", "Notices", "Employment", "Interpretations", "Defined Terms", "Adjustments", "Disclosures", "Payments", "Specific Performance", "Releases", "Erisa", "Counterparts", "Records", "Jurisdictions", "Litigations", "Anti-Corruption Laws", "Representations"], "gold": ["Representations"]}
+{"input": "Executive shall have the right to participate in and to receive benefits under any of the Company\u2019s Executive benefit plans, as such plans may be modified from time to time, provided that Executive meets the minimum eligibility requirements under such plans. In addition, Executive shall be entitled to the benefits afforded to other members of the Company\u2019s senior management; provided that, in the event that other members of the Company\u2019s senior management are not afforded health insurance benefits, the Company shall increase Executive\u2019s compensation to reflect the reduction in benefits.", "references": ["Existence", "Adjustments", "Disability", "No Conflicts", "Indemnifications", "Costs", "Approvals", "Anti-Corruption Laws", "Capitalization", "Liens", "Definitions", "Non-Disparagement", "Employment", "Agreements", "Books", "Amendments", "Forfeitures", "Fees", "Governing Laws", "Effectiveness", "Miscellaneous", "Remedies", "Modifications", "Solvency", "Jurisdictions", "Representations", "Base Salary", "Interests", "Enforceability", "Waivers", "Benefits"], "gold": ["Benefits"]}
+{"input": "If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.", "references": ["Organizations", "Existence", "Brokers", "Insurances", "Enforcements", "Vesting", "Consents", "Miscellaneous", "Interpretations", "Participations", "Headings", "Closings", "Enforceability", "Indemnity", "Costs", "Authority", "Indemnifications", "General", "Records", "Powers", "Disclosures", "Defined Terms", "Solvency", "No Conflicts", "Amendments", "Waiver Of Jury Trials", "Warranties", "Representations", "Expenses", "Use Of Proceeds", "Severability"], "gold": ["Severability"]}
+{"input": "The Company agrees to increase your base salary compensation at an annual rate of not less than US $600,000, payable in accordance with the regular payroll practices of the Company. The base salary as increased from time to time shall constitute \u201cBase Salary\u201d for purposes of this Agreement.\u00a0 The Employee\u2019s Base Salary shall be subject to annual review and may be increased, but not decreased, from time to time; provided, however, that notwithstanding the foregoing, the Employee\u2019s Base Salary may be decreased in conjunction with a reduction in base salary affecting all executive-level employees so long as the Employee will not experience a proportional decrease greater than that of any other executive-level employee.", "references": ["Tax Withholdings", "Capitalization", "Employment", "Indemnity", "Liens", "Sales", "Terminations", "Records", "Confidentiality", "Modifications", "Interpretations", "Consent To Jurisdiction", "Assigns", "Assignments", "Waivers", "Duties", "Defined Terms", "Authorizations", "Sanctions", "Indemnifications", "Waiver Of Jury Trials", "Enforceability", "Adjustments", "Organizations", "Disclosures", "Powers", "Cooperation", "Venues", "Binding Effects", "Fees", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "No provision of this Note shall be waived, modified or limited except by a written agreement signed by the Lender and the Borrower.\u00a0 The unenforceability of any provision of this Note shall not affect the enforceability or validity of any other provision hereof.\u00a0 No delay or omission on the part of the Lender in exercising any rights hereunder shall operate as a waiver of such right or of any other right under this Note.\u00a0 This Note shall be binding upon the Borrower and its successors and permitted assigns and shall inure to the benefit of the Lender and its successors and assigns.\u00a0 The Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all indebtedness at any time owing by the Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Note held by the Lender, irrespective of whether the Lender shall have made any demand under this Agreement and although such obligations may be unmatured.\u00a0 The rights of the Lender under the preceding sentence are in addition to other rights and remedies (including other rights of setoff) which the Lender may have.\u00a0 Facsimile and pdf signatures are of the same force and effect as originals. U pon receipt by the Borrower of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Borrower (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Borrower will make and deliver in lieu of such Note a new Note of like tenor.", "references": ["Expenses", "Warranties", "Terms", "Titles", "No Conflicts", "Submission To Jurisdiction", "Compliance With Laws", "Sanctions", "Benefits", "Assignments", "Sales", "Publicity", "Definitions", "Fees", "Cooperation", "Specific Performance", "Effectiveness", "Adjustments", "Participations", "Change In Control", "Headings", "Counterparts", "Remedies", "Indemnifications", "Tax Withholdings", "Powers", "Indemnity", "Subsidiaries", "Effective Dates", "Positions", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement and any agreement referenced herein may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, .pdf or other electronic means shall be effective as delivery of a manually executed counterpart to the Agreement.", "references": ["Financial Statements", "Successors", "Brokers", "Vacations", "Venues", "Amendments", "Powers", "Consent To Jurisdiction", "Litigations", "Applicable Laws", "Organizations", "Fees", "Subsidiaries", "Representations", "Participations", "Agreements", "Authority", "No Waivers", "Definitions", "Transactions With Affiliates", "No Conflicts", "Assigns", "Remedies", "Disability", "Base Salary", "Intellectual Property", "Sanctions", "Tax Withholdings", "Payments", "Consents", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (a)\u00a0as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A or Exhibit B (as applicable), and Exhibit A or Exhibit B (as applicable) includes all Affiliates of any such Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which such Investor has any interest or right to acquire, whether through derivative securities, voting agreements or otherwise, (b)\u00a0this Agreement has been duly and validly authorized, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c)\u00a0such Investor has the authority to execute the Agreement on behalf of itself and the applicable Investor associated with that signatory\u2019s name, and to bind such Investor to the terms hereof, (d)\u00a0such Investor shall use its commercially reasonable efforts to cause its respective Related Persons to comply with the terms of this Agreement, and (e)\u00a0the execution, delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i)\u00a0any law, rule, regulation, order, judgment or decree applicable to it, or (ii)\u00a0result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which it is bound.", "references": ["Titles", "Assigns", "Tax Withholdings", "Payments", "Duties", "Qualifications", "Effectiveness", "Non-Disparagement", "Severability", "Construction", "Remedies", "Specific Performance", "Agreements", "Headings", "Litigations", "No Conflicts", "Costs", "No Defaults", "Intellectual Property", "Entire Agreements", "Positions", "Waiver Of Jury Trials", "Erisa", "Disclosures", "Terms", "Vesting", "Governing Laws", "Enforcements", "Further Assurances", "Authorizations", "Representations"], "gold": ["Representations"]}
+{"input": "In addition to the terms defined in the text hereof, terms with initial capital letters as used herein have the meanings assigned to them below for all purposes of this Agreement, unless the context reasonably requires a broader, narrower or different meaning.", "references": ["Withholdings", "Miscellaneous", "Disability", "Participations", "Interests", "Severability", "Authority", "Further Assurances", "Costs", "Survival", "Sales", "Litigations", "Counterparts", "Specific Performance", "Records", "Transactions With Affiliates", "Benefits", "Sanctions", "Assignments", "Financial Statements", "Construction", "Positions", "Remedies", "Defined Terms", "Terminations", "Subsidiaries", "Solvency", "Change In Control", "Representations", "Confidentiality", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Agreement by facsimile or other electronic imaging shall be effective as such party\u2019s original executed counterpart.", "references": ["Forfeitures", "Qualifications", "Governing Laws", "Releases", "Consents", "Waiver Of Jury Trials", "Payments", "Solvency", "Transactions With Affiliates", "Anti-Corruption Laws", "Erisa", "Litigations", "No Defaults", "Sales", "Waivers", "Interests", "Insurances", "Compliance With Laws", "No Waivers", "Publicity", "Venues", "Successors", "Liens", "Authority", "Powers", "Confidentiality", "Construction", "Vacations", "Records", "Books", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a) Interest shall accrue on the outstanding principal amount of each Advance from the date made, during each Interest Period for such Advance, at a per annum rate equal to the sum of (a) the then Applicable LIBOR Margin plus (b) the LIBOR Rate for that Interest Period. Borrower shall pay accrued interest on each Advance on the last day of each Interest Period for such Advance (or, if the Interest Period is longer than one-month, at whatever more frequent intervals Bank requires) and on the Maturity Date (and, in the case of interest accruing after such maturity, on demand). Notwithstanding the foregoing, after the maturity of an Advance and, if Bank elects, while an Event of Default exists prior to such maturity, interest shall accrue on the outstanding principal amount of such Advance at a per annum rate equal to the Default Rate.", "references": ["Subsidiaries", "Governing Laws", "Qualifications", "Sales", "Fees", "Powers", "Disability", "Construction", "Applicable Laws", "Notices", "Interests", "Jurisdictions", "Participations", "Submission To Jurisdiction", "Existence", "Remedies", "Effective Dates", "Duties", "Consent To Jurisdiction", "Brokers", "Confidentiality", "Terms", "Indemnity", "Interpretations", "Severability", "Enforceability", "Consents", "Counterparts", "Erisa", "Insurances", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.", "references": ["Consent To Jurisdiction", "Notices", "Base Salary", "Construction", "Litigations", "Enforcements", "Jurisdictions", "Tax Withholdings", "Effective Dates", "Miscellaneous", "Waivers", "Interests", "Indemnifications", "Benefits", "Powers", "Arbitration", "Modifications", "Indemnity", "No Defaults", "Definitions", "Qualifications", "Effectiveness", "Binding Effects", "Warranties", "Applicable Laws", "Enforceability", "Books", "Compliance With Laws", "Solvency", "Anti-Corruption Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All of the representations and warranties made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all material respects.\u00a0\u00a0All information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent or the Lenders by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries was, at the time so furnished, true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a)\u00a0the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports prepared by third parties or legal conclusions or analysis provided by the Borrower\u2019s and the Guarantors\u2019 counsel (although the Borrower and the Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b)\u00a0budgets, projections and other forward-looking speculative information prepared in good faith by the Borrower and the Guarantors (except to the extent the related assumptions were when made manifestly unreasonable).\u00a0\u00a0The written information, reports and other papers and data with respect to the Borrower, the Guarantors, any Subsidiary or the Unencumbered Asset Pool Properties (other than projections and estimates) furnished to the Agent or the Lenders in connection with this Agreement or the obtaining of the Commitments of the Lenders hereunder was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a)\u00a0the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports prepared by third parties or legal conclusions or analysis provided by the Borrower\u2019s and the Guarantors\u2019 counsel (although the Borrower and the Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b)\u00a0budgets, projections and other forward-looking speculative information prepared in good faith by the Borrower and the Guarantors (except to the extent the related assumptions were when made manifestly unreasonable).", "references": ["Remedies", "Capitalization", "Anti-Corruption Laws", "Applicable Laws", "Specific Performance", "Submission To Jurisdiction", "Closings", "Waiver Of Jury Trials", "Construction", "Forfeitures", "Litigations", "Vesting", "Binding Effects", "Subsidiaries", "Assigns", "Organizations", "Interpretations", "Waivers", "Costs", "Authority", "Solvency", "Expenses", "Intellectual Property", "No Defaults", "Base Salary", "Tax Withholdings", "Effectiveness", "Sales", "Successors", "Taxes", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "All payments made by any Loan Party under any Loan Document will be made free and clear of, and without deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding of Taxes is required, the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any such Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified Taxes or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent's demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3 ) (collectively a \" Tax Indemnitee \") for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document or breach thereof by any Loan Party (including any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16 ) imposed on, or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines in a final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this Section 16 shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.", "references": ["General", "Vacations", "Litigations", "Erisa", "Defined Terms", "Disability", "Costs", "Financial Statements", "Taxes", "Intellectual Property", "Interests", "Terminations", "Enforceability", "Amendments", "Effectiveness", "Subsidiaries", "Sanctions", "Vesting", "Binding Effects", "Publicity", "Arbitration", "Change In Control", "Representations", "Governing Laws", "Disclosures", "Remedies", "Employment", "Waiver Of Jury Trials", "Venues", "Capitalization", "Payments"], "gold": ["Payments"]}
+{"input": "Conduct all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to Holdings, the applicable Borrower or their respective Subsidiaries than it would obtain in a comparable arm\u2019s-length transaction with a Person not an Affiliate other than (i)\u00a0as required by any applicable Requirement of Law, (ii)\u00a0so long as no Default or Event of Default has occurred and is continuing, transactions between or among the Loan Parties and any of their Subsidiaries, to the extent not prohibited hereunder, or (iii)\u00a0if a Default or Event of Default has occurred and is continuing, transactions in the ordinary course of business between or among the Loan Parties and any of their Subsidiaries and transactions between or among Loan Parties, to the extent not prohibited hereunder; provided , that the foregoing shall not prohibit (i)\u00a0any Loan Party or any Subsidiary thereof from entering into employment arrangements with its officers and retention and other agreements with officers and directors pursuant to the reasonable requirements of its business or (ii)\u00a0any transactions pursuant to the agreements on Schedule 13 to the Perfection Certificate, as in effect on the date hereof.", "references": ["Indemnifications", "Warranties", "No Defaults", "Survival", "Cooperation", "Remedies", "Defined Terms", "Expenses", "Disability", "Disclosures", "Change In Control", "Qualifications", "Venues", "Binding Effects", "Releases", "Integration", "Terminations", "Erisa", "Approvals", "Enforcements", "Submission To Jurisdiction", "Closings", "Headings", "Interpretations", "Subsidiaries", "Brokers", "Adjustments", "Modifications", "Miscellaneous", "No Waivers", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement shall inure to the benefit of the Company, its subsidiaries, affiliates, successors, and assigns.\u00a0\u00a0Except as otherwise provided in this Agreement, this Agreement shall inure to the benefit of Executive, and Executive\u2019s heirs, representatives, and successors.\u00a0\u00a0This Agreement shall not be assignable by Executive (but any payments due hereunder which would be payable at a time after Executive\u2019s death shall be paid to Executive\u2019s estate).", "references": ["No Waivers", "Death", "Costs", "Effectiveness", "Books", "Jurisdictions", "Compliance With Laws", "Integration", "Publicity", "Indemnity", "Qualifications", "Brokers", "Positions", "Non-Disparagement", "Terms", "Enforceability", "Counterparts", "Survival", "Waiver Of Jury Trials", "Organizations", "Powers", "Intellectual Property", "Modifications", "Forfeitures", "Expenses", "Adjustments", "Insurances", "Effective Dates", "Authorizations", "Entire Agreements", "Assignments"], "gold": ["Assignments"]}
+{"input": "EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.", "references": ["Interpretations", "Terms", "Taxes", "Disclosures", "Participations", "Litigations", "Capitalization", "Powers", "Indemnity", "Employment", "Applicable Laws", "Amendments", "Solvency", "Severability", "Authorizations", "Definitions", "Cooperation", "Closings", "Waivers", "Authority", "Enforceability", "Assigns", "Disability", "No Defaults", "Death", "Payments", "No Conflicts", "Counterparts", "Duties", "Remedies", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "During the Employment Period, the Executive shall be entitled to four weeks of vacation per calendar year in accordance with the Company\u2019s vacation policy. The number of vacation days shall be pro-rated for any partial years.", "references": ["Binding Effects", "Use Of Proceeds", "Titles", "Tax Withholdings", "Assignments", "Effective Dates", "Books", "Agreements", "Duties", "Confidentiality", "Non-Disparagement", "Headings", "Notices", "Arbitration", "Publicity", "Insurances", "No Conflicts", "Approvals", "Interpretations", "Remedies", "Erisa", "Defined Terms", "Qualifications", "Entire Agreements", "Withholdings", "Brokers", "Indemnity", "Applicable Laws", "Disability", "Solvency", "Vacations"], "gold": ["Vacations"]}
+{"input": "If any provision of this Agreement or any part thereof, including, without limitation, Sections VIII or IX hereof, as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining part thereof, or the validity or enforceability of this Agreement, which shall be given full effect without regard to the invalid or unenforceable part thereof.\u00a0 If any court construes any of the provisions of Sections VIII or IX hereof, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined.", "references": ["Books", "Waiver Of Jury Trials", "Employment", "Notices", "No Waivers", "Brokers", "Miscellaneous", "Binding Effects", "Transactions With Affiliates", "Organizations", "Counterparts", "Expenses", "Duties", "Further Assurances", "No Defaults", "Withholdings", "Remedies", "Agreements", "Defined Terms", "Financial Statements", "Consents", "Adjustments", "Authorizations", "Construction", "Disclosures", "Disability", "Taxes", "Interests", "Sales", "Tax Withholdings", "Severability"], "gold": ["Severability"]}
+{"input": "The period of existence of the Company (the \u201c Term \u201d) commenced on August 22, 2014 and shall end at such time as a certificate of cancellation is filed with the Secretary of State of Delaware in accordance with Section 12.04 .", "references": ["Positions", "Disclosures", "Solvency", "Specific Performance", "Releases", "Notices", "Binding Effects", "Payments", "Taxes", "Survival", "Vacations", "No Waivers", "Effectiveness", "Organizations", "Assigns", "Venues", "Jurisdictions", "Interpretations", "Base Salary", "Definitions", "Existence", "Arbitration", "Terminations", "Further Assurances", "Capitalization", "Withholdings", "Publicity", "Warranties", "Applicable Laws", "Anti-Corruption Laws", "Terms"], "gold": ["Terms"]}
+{"input": "No Loan Party is subject to U.S. federal income tax on a net income basis. Each Loan Party has timely filed or caused to be filed all U.S. federal income and other material tax returns and reports required to have been filed by it and has timely paid or caused to be paid all U.S. federal income and other material Section\u00a02.7 Taxes required to have been paid by it, except for (a)\u00a0any such Section\u00a02.7 Taxes that are being contested in good faith by appropriate proceedings and for which the applicable Loan Party has set aside on its books adequate reserves in accordance with GAAP, and (b)\u00a0Taxes and Other Charges, the payment of which shall be governed by Section \u00a05.1.2 and Section \u00a07.2 hereof.", "references": ["No Defaults", "Enforceability", "Benefits", "Further Assurances", "Interpretations", "Brokers", "Consents", "Closings", "Payments", "Amendments", "Intellectual Property", "Capitalization", "Duties", "Organizations", "Vesting", "Modifications", "Approvals", "Representations", "Fees", "Powers", "Vacations", "Waiver Of Jury Trials", "Costs", "Withholdings", "Arbitration", "Sanctions", "Submission To Jurisdiction", "Financial Statements", "Severability", "Indemnifications", "Taxes"], "gold": ["Taxes"]}
+{"input": "James Alexander will comply with all Applicable Laws and Regulations relating to the Manufacturing services to be provided by James Alexander under this Agreement, including but not limited to cGMPs.", "references": ["Modifications", "Costs", "Disability", "Sanctions", "Counterparts", "Benefits", "Assignments", "Sales", "Withholdings", "Entire Agreements", "Amendments", "Representations", "Vesting", "Records", "Effective Dates", "Organizations", "Vacations", "Integration", "Financial Statements", "Survival", "Interests", "Approvals", "Authority", "Qualifications", "Powers", "Titles", "Headings", "Binding Effects", "Confidentiality", "No Defaults", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "All notices, requests and demands to or upon Buyer or Guarantors, to be effective, shall be delivered in the manner and addressed at the applicable address set forth in the Purchase Agreement. The Guarantors agree and acknowledge that notice to each of them may be sent and delivered to the Company, as required under the Purchase Agreement, and such notice to the Company shall be deemed valid and effective notice to Guarantors hereunder.", "references": ["Consents", "Binding Effects", "Positions", "Miscellaneous", "Change In Control", "Fees", "Cooperation", "Litigations", "Further Assurances", "Existence", "Death", "Governing Laws", "Withholdings", "Approvals", "General", "Tax Withholdings", "Powers", "Forfeitures", "Insurances", "Submission To Jurisdiction", "Counterparts", "Effectiveness", "Vesting", "Terminations", "Assigns", "Use Of Proceeds", "Financial Statements", "Modifications", "Entire Agreements", "Construction", "Notices"], "gold": ["Notices"]}
+{"input": "The Land and any Improvements thereon comply, in all material respects, with all applicable Governmental Requirements and restrictive covenants, including, without limitation, zoning laws, building codes, handicap or disability legislation, and all rules, regulations and orders relating thereto, and all Environmental Laws, and the use to which a Borrower is using or intends to use its Land and Improvements complies with all Governmental Regulations in all material respects, specifically including, but not limited to, any and all land use and development entitlements and Municipal Utility District requirements for the Primary Collateral and the Other Collateral, and that such Borrower has taken all action necessary to preserve and maintain the land use and development entitlements, and has taken no action which would cause a loss of any such entitlements.", "references": ["Applicable Laws", "Organizations", "Qualifications", "Terminations", "Records", "Change In Control", "Erisa", "Existence", "General", "Fees", "Duties", "Litigations", "Interpretations", "Terms", "Representations", "Withholdings", "Use Of Proceeds", "Enforceability", "Enforcements", "Disability", "Benefits", "Forfeitures", "Indemnifications", "Brokers", "Expenses", "Authority", "Adjustments", "Tax Withholdings", "Specific Performance", "Positions", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the actual knowledge of the Borrower after due and diligent investigation, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a)\u00a0purport to affect the validity or enforceability of this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b)\u00a0except any Disclosed Litigation, either individually or in the aggregate that could reasonably be expected to have a Material Adverse Effect.", "references": ["General", "Entire Agreements", "Terminations", "Organizations", "Authorizations", "Cooperation", "Books", "Specific Performance", "Solvency", "Transactions With Affiliates", "Survival", "Employment", "Defined Terms", "Further Assurances", "Titles", "Headings", "Tax Withholdings", "Successors", "Binding Effects", "Severability", "Remedies", "Existence", "Vacations", "Interpretations", "Representations", "Benefits", "Compliance With Laws", "Base Salary", "Forfeitures", "Indemnifications", "Litigations"], "gold": ["Litigations"]}
+{"input": "Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a \u201cspecial cause of loss form\u201d or \u201call risk form\u201d that includes replacement cost valuation issued by an insurer meeting the requirements of the related Purchased Asset Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least \u201cA-:VII\u201d from A.M.\u00a0 Best Company, Inc., (ii) at least \u201cA3\u201d (or the equivalent) from Moody\u2019s or (iii) at least \u201cA-\u201d from Standard & Poor\u2019s (collectively, the \u201c Insurance Rating Requirements \u201d), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Purchased Asset and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.", "references": ["Employment", "Sanctions", "Authority", "Intellectual Property", "Representations", "Disclosures", "Sales", "Terms", "Notices", "Disability", "Definitions", "Waiver Of Jury Trials", "Indemnifications", "Litigations", "Venues", "Successors", "Financial Statements", "Cooperation", "Specific Performance", "Counterparts", "Enforcements", "Submission To Jurisdiction", "Agreements", "Arbitration", "Binding Effects", "Use Of Proceeds", "Vacations", "Consents", "Titles", "Non-Disparagement", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Company and its Significant Subsidiaries have filed all United States federal income Tax returns and all other Tax returns which are required to be filed by them (inclusive of any permitted extensions) and have paid all Taxes due pursuant to such returns or pursuant to any assessment received by the Company or any Significant Subsidiary except (a)\u00a0for Taxes which are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles or (b)\u00a0where the failure to file or pay could not reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Consolidated Subsidiaries in respect of Taxes or other governmental charges are, in the opinion of the Company, adequate.", "references": ["Existence", "Assigns", "Venues", "Insurances", "Jurisdictions", "Remedies", "Death", "Intellectual Property", "Liens", "Enforceability", "Titles", "Terminations", "Enforcements", "Approvals", "Cooperation", "Transactions With Affiliates", "Integration", "Waiver Of Jury Trials", "Sales", "Fees", "Submission To Jurisdiction", "Closings", "Warranties", "Brokers", "Headings", "Non-Disparagement", "Agreements", "Erisa", "Vesting", "Effective Dates", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company shall (a) within four Business Days immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby (the \u201c Announcement Release \u201d) and (b) file a Current Report on Form 8-K, including this Agreement as an exhibit thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of the Announcement Release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of the Announcement Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, which were entered into in connection with the transactions contemplated by the Transaction Documents shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and no Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case such Purchaser shall promptly provide the Company with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Brokers", "Effective Dates", "Disclosures", "Expenses", "Base Salary", "Enforcements", "Miscellaneous", "Remedies", "Waiver Of Jury Trials", "Titles", "Sanctions", "Adjustments", "Enforceability", "Vacations", "Counterparts", "Applicable Laws", "Solvency", "No Defaults", "Interpretations", "Books", "Successors", "Change In Control", "Capitalization", "Specific Performance", "Notices", "Withholdings", "Existence", "Death", "Releases", "Definitions", "Publicity"], "gold": ["Publicity"]}
+{"input": "Neither Sphere, SVTP or MF may assign its rights or obligations under this Agreement without the prior written consent of each of the other parties hereto. Neither the Sphere Shares nor the SVTP Shares may be sold, transferred, conveyed, assigned or otherwise disposed of by FBC (an \u201c FBC Transfer \u201d) unless both (i) such FBC Transfer is effected with respect to a number of Sphere Shares and SVTP Shares that is proportionate to the total number of Sphere Shares and SVTP Shares held by FBC at such time and (ii) the transferee or assignee of such Sphere Shares and SVTP Shares agrees in writing, in form and substance reasonably acceptable to each of the parties hereto, to be bound by the terms of this Agreement with respect to all of the Sphere Shares and SVTP Shares subject to the FBC Transfer, as if such transferee or assignee were FBC hereunder (and, for the avoidance of doubt, FBC shall remain a party to this Agreement with respect to any Sphere Shares and SVTP Shares that are not a part of the FBC Transfer).", "references": ["Further Assurances", "Financial Statements", "Costs", "Authority", "Severability", "Brokers", "Construction", "Waivers", "Counterparts", "Submission To Jurisdiction", "Publicity", "Notices", "Applicable Laws", "Miscellaneous", "Warranties", "Vesting", "Expenses", "Definitions", "Adjustments", "Insurances", "Existence", "Headings", "Titles", "Taxes", "Records", "Indemnifications", "Successors", "Waiver Of Jury Trials", "Employment", "Consents", "Assignments"], "gold": ["Assignments"]}
+{"input": "Whether or not this Agreement is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, shall be paid by the Party incurring such expenses.", "references": ["Approvals", "Arbitration", "Liens", "Interpretations", "Entire Agreements", "Warranties", "Agreements", "Capitalization", "Authorizations", "Disability", "Titles", "Confidentiality", "Sales", "Subsidiaries", "Terms", "Construction", "Applicable Laws", "Records", "Tax Withholdings", "Remedies", "Consent To Jurisdiction", "Erisa", "Effective Dates", "Severability", "Taxes", "Further Assurances", "Vacations", "Cooperation", "Amendments", "Specific Performance", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Company may terminate the Executive\u2019s employment upon the Executive\u2019s Permanent Disability.\u00a0\u00a0If any question shall arise as to whether the Executive has a Permanent Disability so as to be unable to perform the essential functions of the Executive\u2019s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive\u2019s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue.\u00a0\u00a0The Executive shall cooperate with any reasonable request of the physician in connection with such certification.\u00a0\u00a0If such question shall arise and the Executive shall fail to submit such certification, the Company\u2019s determination of such issue shall be binding on the Executive.\u00a0\u00a0Nothing in this Section 3(b) shall be construed to waive the Executive\u2019s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. \u00a72601 et seq. and the Americans with Disabilities Act, 42 U.S.C. \u00a712101 et seq.", "references": ["Authorizations", "General", "Headings", "Expenses", "Erisa", "Titles", "Records", "Miscellaneous", "Submission To Jurisdiction", "Severability", "Survival", "Change In Control", "Use Of Proceeds", "Capitalization", "Modifications", "Warranties", "Financial Statements", "Governing Laws", "Enforcements", "Payments", "Effective Dates", "Organizations", "Indemnifications", "Successors", "Definitions", "Assigns", "Jurisdictions", "Cooperation", "Applicable Laws", "Costs", "Disability"], "gold": ["Disability"]}
+{"input": "The headings contained herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. References in this Agreement to plans or policies of the Company include only those lawful, written plans or policies that the Company may adopt from time to and deliver to the Executive or post on the Company's or its subsidiaries' websites.", "references": ["Entire Agreements", "Representations", "Submission To Jurisdiction", "Remedies", "Adjustments", "Counterparts", "Financial Statements", "Employment", "Enforcements", "General", "Anti-Corruption Laws", "Warranties", "Sales", "Death", "Expenses", "Arbitration", "Disclosures", "Records", "Terminations", "Assigns", "Liens", "Litigations", "Subsidiaries", "Disability", "Consents", "Severability", "Miscellaneous", "Closings", "Sanctions", "Insurances", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Except for such matters as are set forth on Schedule 5.13 of the Parent Disclosure Letter, there is no (a)\u00a0Proceeding pending, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries or any of their Oil and Gas Properties, or (b)\u00a0judgment, decree, injunction, ruling, order, writ, stipulation, determination or award of any Governmental Entity or arbitrator outstanding against Parent or any of its Subsidiaries.", "references": ["Interpretations", "Waivers", "Construction", "Powers", "Books", "Authorizations", "Duties", "Solvency", "Definitions", "Costs", "Compliance With Laws", "Integration", "Severability", "Intellectual Property", "Benefits", "Organizations", "Forfeitures", "Titles", "Warranties", "Tax Withholdings", "Vacations", "Agreements", "Applicable Laws", "Enforceability", "No Waivers", "Waiver Of Jury Trials", "Terms", "Expenses", "Vesting", "Fees", "Litigations"], "gold": ["Litigations"]}
+{"input": "Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee\u2019s entitlement to indemnification under this Agreement, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any expenses, costs, disbursements and obligations (including attorneys\u2019 fees) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee\u2019s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.", "references": ["Survival", "Subsidiaries", "Waiver Of Jury Trials", "Taxes", "Transactions With Affiliates", "Fees", "Entire Agreements", "Enforceability", "Powers", "Venues", "Death", "Effectiveness", "Authority", "Governing Laws", "Adjustments", "Modifications", "Assignments", "Participations", "Tax Withholdings", "Waivers", "Severability", "Miscellaneous", "Closings", "Approvals", "Amendments", "Further Assurances", "Organizations", "Defined Terms", "Consent To Jurisdiction", "No Conflicts", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Agreement may be amended from time to time by the Administrator in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.", "references": ["Counterparts", "Further Assurances", "Successors", "Titles", "General", "Forfeitures", "Agreements", "Subsidiaries", "Consent To Jurisdiction", "Death", "Payments", "Indemnifications", "Use Of Proceeds", "Qualifications", "No Waivers", "Construction", "Withholdings", "Participations", "Warranties", "Entire Agreements", "Jurisdictions", "Vacations", "Adjustments", "Brokers", "No Conflicts", "Powers", "Change In Control", "Binding Effects", "Compliance With Laws", "Sales", "Amendments"], "gold": ["Amendments"]}
+{"input": "(a)\u00a0There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting the Company or any of its Subsidiaries (i)\u00a0as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii)\u00a0that could have a material adverse effect on the rights or remedies of the Administrative Agent or the Lenders or on the ability of any Borrower to perform its obligations to them hereunder and under the other Loan Documents to which it is, or will be, a party.", "references": ["Duties", "Transactions With Affiliates", "Governing Laws", "Authorizations", "Submission To Jurisdiction", "Insurances", "Integration", "Severability", "Releases", "Cooperation", "No Defaults", "Approvals", "Anti-Corruption Laws", "Disclosures", "Books", "Expenses", "Fees", "Warranties", "Publicity", "Defined Terms", "Enforcements", "Consents", "Powers", "Assignments", "Financial Statements", "Vesting", "Waiver Of Jury Trials", "Survival", "Employment", "Definitions", "Litigations"], "gold": ["Litigations"]}
+{"input": "Seller shall maintain Fidelity Insurance and errors and omissions insurance in respect of its officers, employees and agents is such amounts acceptable to Buyer, which shall include a provision that such policies cannot be terminated or materially modified without at least 30 days\u2019 prior notice to Buyer. Seller shall notify Buyer of any material change in the terms of any such insurance. Seller shall maintain endorsements for theft of warehouse lender money and collateral, naming Buyer as a loss payee under its Fidelity Insurance and as a direct loss payee/right of action under its errors and omissions insurance policy.", "references": ["Titles", "No Waivers", "Assignments", "No Defaults", "Cooperation", "Consent To Jurisdiction", "Specific Performance", "Definitions", "Waivers", "Duties", "Counterparts", "Remedies", "Sanctions", "Capitalization", "Existence", "Applicable Laws", "No Conflicts", "Warranties", "Financial Statements", "Severability", "Benefits", "Organizations", "Jurisdictions", "Death", "Agreements", "Closings", "Further Assurances", "Assigns", "Payments", "Binding Effects", "Insurances"], "gold": ["Insurances"]}
+{"input": "Notwithstanding anything herein to the contrary, (i)\u00a0a Default or Event of Default resulting solely from a failure to be in compliance with the Financial Maintenance Covenant shall not be deemed to exist from the end of the applicable fiscal quarter until the 10 th Business Day after the applicable Cure Specified Date with respect to such fiscal quarter, (ii)\u00a0to the extent a Cure Notice is delivered by the Borrowers within 10 Business Days after such Cure Specified Date, a Default or Event of Default resulting solely from a failure to be in compliance with the Financial Maintenance Covenant shall not be deemed to exist from the end of the applicable fiscal quarter until the 10 th Business Day after the applicable Cure Specified Date with respect to the applicable fiscal quarter and (iii)\u00a0if the Cure Amount is not made within 10 Business Days after the applicable Cure Specified Date with respect to the applicable fiscal quarter, each such Default or Event of Default referenced in clauses (i)\u00a0and (ii) above shall be deemed reinstated as of the end of the applicable fiscal quarter, it being further agreed that the Obligations shall bear interest at the Default Rate as applied in accordance with Section \u00a02.15(b) as of the end of such applicable fiscal quarter.", "references": ["Use Of Proceeds", "Confidentiality", "Definitions", "Financial Statements", "Representations", "Sales", "Qualifications", "Payments", "Existence", "Indemnifications", "Notices", "Releases", "Interpretations", "Liens", "Base Salary", "Positions", "Waivers", "Expenses", "Enforcements", "Integration", "Modifications", "Assignments", "Specific Performance", "Interests", "Intellectual Property", "Binding Effects", "Applicable Laws", "Further Assurances", "Tax Withholdings", "Death", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "CAI will, and will cause each of its Subsidiaries to, comply (a) in all material respects with the applicable laws and regulations wherever its business is conducted, including all applicable Environmental Laws, (b) with the provisions of its Governing Documents, (c) with all agreements and instruments by which it or any of its properties may be bound and (d) with all applicable decrees, orders, and judgments.\u00a0 If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that CAI or any of its Subsidiaries may fulfill any of its obligations hereunder or under any of the other Loan Documents to which CAI or such Subsidiary is a party, CAI will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of CAI or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof.", "references": ["Closings", "General", "Binding Effects", "No Conflicts", "Assignments", "Definitions", "Anti-Corruption Laws", "Withholdings", "Taxes", "Waivers", "Subsidiaries", "Assigns", "Employment", "Confidentiality", "Severability", "Brokers", "Disclosures", "Entire Agreements", "Vacations", "Use Of Proceeds", "Authority", "Enforcements", "Change In Control", "Terms", "Headings", "No Defaults", "Benefits", "Existence", "Jurisdictions", "Further Assurances", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section\u00a010.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1 .", "references": ["Participations", "Indemnifications", "Adjustments", "Non-Disparagement", "Effective Dates", "Erisa", "Taxes", "Interests", "Litigations", "Cooperation", "Waiver Of Jury Trials", "Modifications", "Effectiveness", "Survival", "Interpretations", "Consents", "Disability", "Intellectual Property", "Sales", "Titles", "Amendments", "Payments", "Indemnity", "Consent To Jurisdiction", "General", "Definitions", "Publicity", "Closings", "Integration", "Expenses", "Notices"], "gold": ["Notices"]}
+{"input": "The execution, delivery and performance of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and will not (a) result in a violation of the Investor\u2019s charter documents or bylaws or other organizational documents or (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Investor is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on the Investor). The Investor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to purchase the Notes and shares of Series A Preferred Stock in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.", "references": ["Binding Effects", "Amendments", "Terms", "No Waivers", "Jurisdictions", "Forfeitures", "Non-Disparagement", "Organizations", "Intellectual Property", "Miscellaneous", "Anti-Corruption Laws", "Books", "Subsidiaries", "Capitalization", "Terminations", "Liens", "Modifications", "Insurances", "Authority", "Employment", "Participations", "Existence", "Warranties", "Closings", "Costs", "Interpretations", "Records", "Headings", "Defined Terms", "Consents", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "As a condition to the grant of this Award, you agree to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the Shares acquired pursuant to the Performance Units ) if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Company, your Employer and the Company's Affiliates , as may be required to allow the Company, your Employer and the Company's Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).", "references": ["Titles", "Benefits", "Powers", "Liens", "Withholdings", "Litigations", "Releases", "Venues", "Integration", "Organizations", "Submission To Jurisdiction", "Successors", "Waiver Of Jury Trials", "Non-Disparagement", "Effectiveness", "Qualifications", "Transactions With Affiliates", "Approvals", "Cooperation", "Further Assurances", "Amendments", "No Conflicts", "Headings", "Books", "Construction", "Remedies", "Enforceability", "Closings", "Consent To Jurisdiction", "Intellectual Property", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement, and all the rights and duties of the Parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.", "references": ["Applicable Laws", "Authorizations", "Change In Control", "Arbitration", "Death", "Severability", "Indemnifications", "Disclosures", "Venues", "Expenses", "Titles", "Taxes", "Intellectual Property", "Closings", "Approvals", "Effective Dates", "Costs", "Assigns", "Assignments", "Use Of Proceeds", "Subsidiaries", "Waiver Of Jury Trials", "General", "No Waivers", "Transactions With Affiliates", "Terminations", "Jurisdictions", "Litigations", "Solvency", "Interests", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The waiver by the Company with respect to Employee\u2019s (or any other participant\u2019s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.", "references": ["Disclosures", "Sales", "Participations", "Cooperation", "Adjustments", "No Waivers", "Fees", "Withholdings", "Use Of Proceeds", "Solvency", "Vacations", "Confidentiality", "Compliance With Laws", "Approvals", "Authorizations", "Arbitration", "Expenses", "Severability", "Disability", "General", "Change In Control", "Integration", "Forfeitures", "Positions", "Death", "Enforcements", "Effective Dates", "Costs", "No Conflicts", "Terms", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Company shall not, and shall use its best efforts to ensure that no affiliate of the Company shall, after the date hereof, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Subscribers.", "references": ["Binding Effects", "Tax Withholdings", "Positions", "Enforcements", "Arbitration", "Releases", "Non-Disparagement", "Liens", "Titles", "Organizations", "Solvency", "Survival", "Terminations", "Subsidiaries", "Interpretations", "Sanctions", "Successors", "Remedies", "Entire Agreements", "No Defaults", "Confidentiality", "Vacations", "Notices", "Closings", "Approvals", "Benefits", "Disclosures", "Construction", "Modifications", "Powers", "Integration"], "gold": ["Integration"]}
+{"input": "As of the date hereof, the Company\u2019s only Subsidiaries are set forth on Schedule 6(g) . The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, non-assessable and free of preemptive and similar rights.", "references": ["Expenses", "Enforcements", "Arbitration", "Intellectual Property", "Taxes", "Survival", "Consents", "Agreements", "Insurances", "Modifications", "Liens", "Use Of Proceeds", "Benefits", "Vacations", "No Conflicts", "Counterparts", "Anti-Corruption Laws", "Authorizations", "Litigations", "Jurisdictions", "Waivers", "Submission To Jurisdiction", "General", "Specific Performance", "Interests", "Duties", "Indemnifications", "Warranties", "Binding Effects", "Waiver Of Jury Trials", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "If any portion of this Agreement is declared by court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining portions shall remain in full force.", "references": ["Remedies", "Intellectual Property", "Tax Withholdings", "Authorizations", "Modifications", "Insurances", "Survival", "Enforcements", "Binding Effects", "Fees", "Benefits", "No Conflicts", "Releases", "Organizations", "Qualifications", "Solvency", "Assigns", "Transactions With Affiliates", "Notices", "Publicity", "No Defaults", "Financial Statements", "Waiver Of Jury Trials", "Titles", "Confidentiality", "Construction", "General", "Assignments", "Consents", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "Headings used in this Amendment are for convenience only and shall not affect the interpretation of any provision hereof.", "references": ["Consents", "Authority", "Brokers", "Disability", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Indemnity", "Assigns", "Change In Control", "Closings", "Insurances", "Approvals", "Entire Agreements", "Remedies", "Defined Terms", "Specific Performance", "Positions", "Submission To Jurisdiction", "Withholdings", "Disclosures", "Binding Effects", "Titles", "Enforceability", "Miscellaneous", "Counterparts", "Construction", "Severability", "Qualifications", "Capitalization", "Publicity", "Headings"], "gold": ["Headings"]}
+{"input": "Executive shall be entitled to six (6) weeks of vacation per year, and may take no more than two (2) weeks of vacation consecutively.", "references": ["Terminations", "Payments", "Arbitration", "General", "Miscellaneous", "Consents", "Terms", "Erisa", "Solvency", "Specific Performance", "Death", "Base Salary", "Publicity", "No Defaults", "Indemnity", "Qualifications", "Taxes", "Sales", "Indemnifications", "Closings", "Waivers", "Financial Statements", "Waiver Of Jury Trials", "Vesting", "Brokers", "Participations", "Transactions With Affiliates", "Modifications", "Forfeitures", "Adjustments", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Agreement may only be amended, revoked or otherwise changed pursuant to the mutual written consent of the Parties.", "references": ["Severability", "Waiver Of Jury Trials", "Change In Control", "Governing Laws", "Litigations", "Terms", "Binding Effects", "Interests", "Enforcements", "Miscellaneous", "Construction", "Capitalization", "Expenses", "Warranties", "Authorizations", "Interpretations", "Authority", "Liens", "Vesting", "Taxes", "Assigns", "Use Of Proceeds", "Fees", "Survival", "Adjustments", "Anti-Corruption Laws", "Counterparts", "Indemnity", "Compliance With Laws", "Enforceability", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement shall not constitute a binding obligation of the Company or the Participant unless it is accepted by the Participant by ________. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and to the Participant\u2019s heirs, legatees, distributees and personal representatives. No handmarked or interlineated modifications shall constitute a part of this Agreement.", "references": ["Remedies", "Waivers", "Terms", "Successors", "General", "Authority", "Interpretations", "Books", "Non-Disparagement", "No Waivers", "Warranties", "Solvency", "Authorizations", "Integration", "Agreements", "Costs", "Severability", "Liens", "Tax Withholdings", "Benefits", "Adjustments", "Entire Agreements", "Arbitration", "Insurances", "Disclosures", "Intellectual Property", "Forfeitures", "Survival", "Base Salary", "Notices", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile signatures shall bind the parties hereto to the same extent as original signatures.", "references": ["Agreements", "Notices", "Waivers", "Brokers", "Titles", "Disability", "Indemnity", "Adjustments", "Consent To Jurisdiction", "Positions", "Binding Effects", "Effectiveness", "Remedies", "Records", "Applicable Laws", "Successors", "Solvency", "Employment", "Organizations", "Consents", "Liens", "Waiver Of Jury Trials", "Definitions", "Indemnifications", "Fees", "Erisa", "Terminations", "Anti-Corruption Laws", "Base Salary", "Integration", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "In the event that the Project Company Guarantors shall fail forthwith to pay upon demand of the Lender any amounts due pursuant to this Section 10 or to perform or comply with or to cause performance or compliance with any other obligation of the Project Company Guarantors under this Agreement the Lender shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid or for the performance of or compliance with such terms, and may prosecute any such action or proceeding to judgment or final decree and may enforce such judgment or final decree against the Project Company Guarantors and collect in the manner provided by law out of the property of the Project Company Guarantors, wherever situated, any monies adjudged or decreed to be payable. The obligations of the Project Company Guarantors under this Agreement are continuing obligations and a separate cause of action shall arise in respect of each default hereunder.", "references": ["Costs", "Effective Dates", "Taxes", "Change In Control", "Survival", "Further Assurances", "Capitalization", "Payments", "Submission To Jurisdiction", "Miscellaneous", "Insurances", "Publicity", "Closings", "Litigations", "Expenses", "Liens", "Terminations", "Assigns", "Powers", "Notices", "Successors", "Effectiveness", "Compliance With Laws", "Remedies", "Fees", "Approvals", "Enforceability", "Representations", "Assignments", "Existence", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "During the Employment Period, the Company shall pay Executive an annual base salary in the amount of $450,000 (the \u201c Annual Base Salary \u201d), payable in installments consistent with the Company\u2019s normal payroll schedule, subject to applicable withholding and other taxes.\u00a0 Executive\u2019s Annual Base Salary shall be reviewed, at least annually, for merit increases and may, by action and in the discretion of the Board or its executive compensation and option committee (the \u201c Compensation Committee \u201d), be increased at any time or from time to time, but may not be decreased from the then current Annual Base Salary without Executive\u2019s prior written consent.", "references": ["Capitalization", "Change In Control", "Miscellaneous", "Costs", "Compliance With Laws", "Terminations", "Effective Dates", "Binding Effects", "Entire Agreements", "Construction", "Warranties", "General", "Modifications", "Duties", "Fees", "Non-Disparagement", "Disclosures", "No Defaults", "Interpretations", "Sales", "Assigns", "Amendments", "Authority", "Erisa", "Interests", "Adjustments", "Disability", "Survival", "Financial Statements", "Approvals", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The \u201c Term \u201d of this Agreement shall begin on the Effective Date and will expire with respect to all Co-Funding Products Directed to such Co-Funding Target at such time as neither the Lead Party nor any of its Affiliates, nor any of their respective sublicensees, is Developing, Commercializing and Manufacturing (for purposes of Development or Commercialization) any Co-Funding Product in the Field Directed to such Co-Funding Target anywhere in the world under this Agreement (and such cessation of Development, Manufacturing and Commercialization activities is acknowledged by the Lead Party in writing to be permanent), unless this Agreement is earlier terminated in its entirety in accordance with this Article 16, in which event the Term shall end on the effective date of such termination.", "references": ["Waivers", "Intellectual Property", "Defined Terms", "Effectiveness", "Solvency", "Withholdings", "Submission To Jurisdiction", "Releases", "Construction", "Liens", "Modifications", "Subsidiaries", "Costs", "Duties", "Use Of Proceeds", "Tax Withholdings", "Brokers", "Enforceability", "Remedies", "Effective Dates", "Notices", "Consent To Jurisdiction", "Titles", "Amendments", "Sanctions", "Severability", "Jurisdictions", "Adjustments", "Miscellaneous", "Litigations", "Terms"], "gold": ["Terms"]}
+{"input": "The Credit Documents embody the entire agreement and understanding between the Company, the Agent and the Banks and supersede all prior agreements and understandings between the Company, the Agent and the Banks relating to the subject matter thereof.", "references": ["No Waivers", "Warranties", "Death", "Effective Dates", "Compliance With Laws", "Publicity", "Miscellaneous", "Existence", "Disability", "Terminations", "Assigns", "Financial Statements", "Integration", "Withholdings", "Intellectual Property", "Enforceability", "Binding Effects", "Authority", "Vacations", "Fees", "Change In Control", "Positions", "Books", "Definitions", "Disclosures", "Successors", "Indemnifications", "Amendments", "Severability", "Modifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If a Participant institutes any legal action in seeking to obtain or enforce, or is required to defend in any legal action the validity or enforceability of, any right or benefit provided by this Plan, the Company shall reimburse the Participant (within 10 days following the Company\u2019s receipt of an invoice from the Participant) for all reasonable costs and expenses relating to such legal action that are incurred at any time from the Effective Date through the Participant\u2019s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, including reasonable attorney\u2019s fees and expenses incurred by such Participant, unless a court or other finder of fact having jurisdiction thereof makes a determination that the Participant\u2019s position was frivolous. In no event shall the Participant be required to reimburse the Company for any of the costs and expenses relating to such legal action. The Company\u2019s obligations under this Section shall survive the termination of this Plan. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided, that the Participant shall have submitted an invoice for such fees and expenses at least 30 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Participant\u2019s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.", "references": ["Definitions", "Death", "Warranties", "Disclosures", "Representations", "Benefits", "Assignments", "No Waivers", "Compliance With Laws", "Anti-Corruption Laws", "Capitalization", "Transactions With Affiliates", "Closings", "Employment", "Assigns", "Survival", "Interests", "Construction", "Governing Laws", "Brokers", "Records", "Terminations", "Books", "Miscellaneous", "Existence", "Duties", "Erisa", "Authority", "Notices", "Titles", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "There is no litigation, claim, demand, proceeding or governmental investigation existing, pending or threatened, or any order, injunction or decree outstanding, against or relating to the Purchaser that could materially and adversely affect or delay the performance by the Purchaser of its obligations under this Agreement.", "references": ["Powers", "Benefits", "Waivers", "Sanctions", "Taxes", "Integration", "Construction", "Tax Withholdings", "Erisa", "Positions", "Compliance With Laws", "Authority", "Insurances", "Enforceability", "Remedies", "Payments", "Headings", "Forfeitures", "Assignments", "Specific Performance", "Definitions", "Agreements", "Costs", "Effective Dates", "Books", "Vesting", "Further Assurances", "Participations", "Waiver Of Jury Trials", "Organizations", "Litigations"], "gold": ["Litigations"]}
+{"input": "If any part of this Agreement shall be adjudged invalid or unenforceable, whether in general or in any particular circumstance, then such partial invalidity or unenforceability shall not cause the remainder of this Agreement to be or to become invalid or unenforceable, and if a provision hereof is held invalid or unenforceable in one or more of its applications said provision shall remain in effect in all valid applications that are severable from the invalid or unenforceable application(s). This Agreement shall be interpreted so as to give effect and validity to all of the provisions of this Agreement to the fullest extent permitted by law.", "references": ["Insurances", "Waivers", "Venues", "Vesting", "Binding Effects", "Enforcements", "Records", "Integration", "Death", "Modifications", "Transactions With Affiliates", "Survival", "Effectiveness", "Successors", "No Defaults", "Brokers", "Further Assurances", "Effective Dates", "General", "Tax Withholdings", "Taxes", "No Conflicts", "Change In Control", "Titles", "Entire Agreements", "Sanctions", "Books", "Interests", "Anti-Corruption Laws", "Existence", "Severability"], "gold": ["Severability"]}
+{"input": "Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, or appendices attached to this Agreement, or the transactions contemplated hereby.", "references": ["Publicity", "Headings", "Applicable Laws", "Powers", "Authority", "Confidentiality", "Miscellaneous", "No Conflicts", "Solvency", "Vesting", "Closings", "Transactions With Affiliates", "Sales", "Interests", "Effective Dates", "Fees", "Withholdings", "Payments", "Litigations", "Duties", "Effectiveness", "Defined Terms", "Existence", "Venues", "Expenses", "Forfeitures", "Further Assurances", "Binding Effects", "General", "Authorizations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without the express written consent of the other Party, except that the Purchaser may assign or pledge all or any part of its rights and obligations hereunder and under the Note to any Affiliate of the Purchaser, without the consent of the Company, provided that no such assignment shall relieve the Purchaser of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment in violation of the foregoing sentence shall be null and void.", "references": ["Vesting", "Withholdings", "Entire Agreements", "Liens", "Forfeitures", "Defined Terms", "Costs", "Non-Disparagement", "Headings", "Successors", "Integration", "Brokers", "Closings", "Counterparts", "Authority", "Assigns", "Releases", "Modifications", "Use Of Proceeds", "Publicity", "Powers", "Titles", "Waiver Of Jury Trials", "Binding Effects", "Governing Laws", "Change In Control", "Confidentiality", "Waivers", "Taxes", "Authorizations", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Consents", "Indemnifications", "Death", "Governing Laws", "Erisa", "Further Assurances", "Vesting", "Entire Agreements", "Books", "Applicable Laws", "Tax Withholdings", "Jurisdictions", "Authorizations", "Survival", "Fees", "Solvency", "Effectiveness", "Warranties", "Successors", "Insurances", "Waivers", "Consent To Jurisdiction", "Taxes", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Positions", "Disability", "Use Of Proceeds", "Disclosures", "Qualifications", "Publicity"], "gold": ["Publicity"]}
+{"input": "No Obligor shall acquire or accept any Inventory on consignment or approval, and each Obligor shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA (if applicable). No Obligor shall sell any Inventory on consignment or approval or any other basis under which the customer may return or require an Obligor to repurchase such Inventory. Obligors shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located.", "references": ["Disability", "Intellectual Property", "Fees", "Integration", "Erisa", "Waiver Of Jury Trials", "Defined Terms", "Closings", "Existence", "Effective Dates", "Brokers", "Solvency", "Financial Statements", "Effectiveness", "Participations", "Publicity", "Tax Withholdings", "No Defaults", "Organizations", "Successors", "Construction", "Terminations", "Litigations", "Books", "Entire Agreements", "Liens", "Disclosures", "Governing Laws", "Employment", "Assigns", "Sales"], "gold": ["Sales"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY\u00a0HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).\u00a0 EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED TO IT, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,\u00a0IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Assigns", "Closings", "Titles", "Positions", "Amendments", "Enforcements", "Terms", "Survival", "Enforceability", "Non-Disparagement", "Benefits", "Consent To Jurisdiction", "Approvals", "Indemnifications", "Authorizations", "Notices", "Employment", "Construction", "Duties", "Submission To Jurisdiction", "Representations", "Solvency", "Subsidiaries", "Sales", "Base Salary", "Insurances", "Further Assurances", "General", "Indemnity", "Fees", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a)\u00a0at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b)\u00a0transactions between or among the Company and its wholly owned Subsidiaries not involving any other Affiliate (including transfers of inventory), (c) Restricted Payments, (d)\u00a0Intercompany Loans, (e)\u00a0each of the Company and any Subsidiary may, in the ordinary course of business, charge each other for services provided to the other, (f)\u00a0the payment of reasonable and customary fees, compensation and employee benefits to directors of the Company or any Subsidiary who are not employees of the Company or any Subsidiary in the ordinary course of business, (g)\u00a0any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, stock options, stock ownership or any other equity incentive plans approved by the Company\u2019s board of directors (or any committee thereof) and (h)\u00a0employment and severance arrangements entered into in the ordinary course of business between the Company or any Subsidiary and any employee thereof.", "references": ["Sales", "Financial Statements", "Venues", "Effectiveness", "Liens", "Consent To Jurisdiction", "Closings", "Vesting", "Taxes", "Specific Performance", "No Waivers", "Base Salary", "Disclosures", "Qualifications", "Sanctions", "Subsidiaries", "Defined Terms", "Indemnifications", "Severability", "Solvency", "General", "Submission To Jurisdiction", "Miscellaneous", "Payments", "Erisa", "Capitalization", "Use Of Proceeds", "Approvals", "Warranties", "Litigations", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Interstate Emerging hereby waives the Claimed Breach and acknowledges that an Event of Default under Section 7.7 of the Credit Agreement as a result of the Company\u2019s acquisition of Ebonex IPR Limited is not continuing.", "references": ["Disability", "Anti-Corruption Laws", "Payments", "Interpretations", "Survival", "Entire Agreements", "Organizations", "Employment", "Solvency", "Headings", "Financial Statements", "General", "Arbitration", "Capitalization", "Specific Performance", "Litigations", "Forfeitures", "Authority", "Jurisdictions", "Compliance With Laws", "Change In Control", "Participations", "Publicity", "Fees", "Successors", "Waiver Of Jury Trials", "Cooperation", "Use Of Proceeds", "Intellectual Property", "Governing Laws", "Waivers"], "gold": ["Waivers"]}
+{"input": "The undersigned individuals and/or entities execute this Agreement on behalf of their respective parties, and represent and warrant that said individual and/or entities are authorized to enter into and execute this Agreement on behalf of such Parties, that the appropriate corporate resolutions or other consents have been passed and/or obtained (if necessary), and that this Agreement shall be binding on the Party on whose benefit they are executing this Agreement.", "references": ["Survival", "Litigations", "Sales", "Enforceability", "Insurances", "Warranties", "Subsidiaries", "Waiver Of Jury Trials", "Organizations", "Transactions With Affiliates", "Anti-Corruption Laws", "Non-Disparagement", "Taxes", "Powers", "Waivers", "Submission To Jurisdiction", "Change In Control", "Financial Statements", "Indemnity", "Jurisdictions", "Authorizations", "Participations", "Notices", "Qualifications", "Fees", "Sanctions", "Modifications", "Books", "Specific Performance", "Vesting", "Authority"], "gold": ["Authority"]}
+{"input": "During the Employment Term, the Executive shall be entitled to a minimum of fifteen paid vacation days per calendar year (prorated for partial years) in accordance with the Company\u2019s vacation policies, as in effect from time to time.", "references": ["Terminations", "Indemnifications", "Forfeitures", "Assignments", "Agreements", "Definitions", "Notices", "Severability", "Compliance With Laws", "Publicity", "Non-Disparagement", "Costs", "Death", "Amendments", "Litigations", "Effectiveness", "Liens", "General", "Representations", "Enforcements", "Payments", "Taxes", "Construction", "Solvency", "Change In Control", "Closings", "Use Of Proceeds", "Interests", "Duties", "Base Salary", "Vacations"], "gold": ["Vacations"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).", "references": ["Jurisdictions", "Arbitration", "Anti-Corruption Laws", "Sanctions", "Fees", "Counterparts", "Vesting", "Costs", "Waiver Of Jury Trials", "Capitalization", "Records", "Authority", "Financial Statements", "Venues", "Applicable Laws", "Amendments", "Successors", "Liens", "Payments", "Taxes", "Titles", "Notices", "Specific Performance", "Agreements", "Authorizations", "Integration", "Insurances", "Indemnity", "Warranties", "Participations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All computations of interest based on (i)\u00a0the Base Rate and the Eurocurrency Rate for Advances denominated in Pounds Sterling shall be made by the Administrative Agent on the basis of a year of 365 or 366\u00a0days, as the case may be, and (ii)\u00a0the Eurocurrency Rate for Advances denominated in a Currency other than Pounds Sterling, the Overnight Rate or the Federal Funds Rate and all computations of interest pursuant to Section\u00a02.06 shall be made by the Administrative Agent or the Sub-Agent, as the case may be, on the basis of a year of 360\u00a0days, in each case for the actual number of\u00a0days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Administrative Agent of an interest rate for any Advance hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["Cooperation", "Closings", "Further Assurances", "Enforceability", "Anti-Corruption Laws", "Effectiveness", "Severability", "Applicable Laws", "Notices", "Death", "Arbitration", "Withholdings", "Headings", "Indemnity", "Survival", "Intellectual Property", "No Waivers", "Modifications", "Specific Performance", "Litigations", "Jurisdictions", "Liens", "Qualifications", "Authority", "Indemnifications", "Transactions With Affiliates", "Assignments", "Vacations", "Tax Withholdings", "Submission To Jurisdiction", "Interests"], "gold": ["Interests"]}
+{"input": "Each Borrower is in compliance with all material Applicable Laws applicable to it or its Property in all material respects.", "references": ["Solvency", "Cooperation", "Positions", "Headings", "Integration", "Existence", "Binding Effects", "No Conflicts", "Change In Control", "Confidentiality", "No Waivers", "Assignments", "Representations", "Remedies", "Subsidiaries", "Specific Performance", "Tax Withholdings", "Intellectual Property", "Transactions With Affiliates", "Interpretations", "Base Salary", "Records", "Venues", "Brokers", "Submission To Jurisdiction", "Erisa", "Assigns", "Employment", "Warranties", "Approvals", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "During the Term and for such longer period as may be required by Applicable Law, Distributor shall maintain records in accordance with GAAP, consistently applied, which shall document its performance and compliance in accordance with this Agreement. Upon not less than ten (10) business days\u2019 prior written notice, Supplier may perform an audit of the foregoing records at its\u2019 sole expense during the Term and for one (1) calendar year after the termination of this Agreement (or such longer period as may be required by Applicable Law).\u00a0\u00a0Such audits shall be performed during regular business hours using the services of a third-party independent professional auditor mutually acceptable to the Parties. Distributor shall not unreasonably withhold or condition its approval of any auditor acceptable to Supplier. No auditor shall be allowed to perform an audit without first executing a confidentiality agreement reasonably acceptable to the Distributor and Supplier. Any such audit shall be completed within thirty (30) calendar days of the date that Distributor provides the available documentation to the auditor. Any information obtained by the audit shall be kept confidential and shall not be disclosed to a third party unless disclosure is required by Applicable Laws. Supplier may not conduct more than one (1) audit in each calendar year and the scope of the audit shall be limited to records relating to the immediately preceding twelve (12) calendar months.", "references": ["No Waivers", "Publicity", "Cooperation", "Powers", "Insurances", "Assignments", "Disability", "Notices", "Non-Disparagement", "No Defaults", "Entire Agreements", "Base Salary", "Existence", "Employment", "Definitions", "Submission To Jurisdiction", "Use Of Proceeds", "Payments", "Indemnity", "Litigations", "Arbitration", "Terms", "Transactions With Affiliates", "Liens", "Confidentiality", "Qualifications", "Consent To Jurisdiction", "Headings", "Amendments", "Representations", "Records"], "gold": ["Records"]}
+{"input": "Employee will not directly or indirectly for a period of one (1) year following the Separation Date, attempt to disrupt, damage, impair or interfere with the Company's business by raiding or hiring any of the Company's employees or soliciting any of them to resign from their employment by the Company, or by disrupting the relationship between the Company and any of its consultants, agents, representatives, vendors, customers and other business partners. Employee acknowledges that this covenant is necessary to enable the Company to maintain a stable workforce and remain in business. Employee further agrees that Employee will not make any voluntary statements, written or oral, or cause or encourage others to make any statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company or any of the other Company Released Parties.", "references": ["Terms", "No Waivers", "Intellectual Property", "Defined Terms", "Authority", "Remedies", "Employment", "Financial Statements", "No Conflicts", "Releases", "Subsidiaries", "Transactions With Affiliates", "Definitions", "Miscellaneous", "Confidentiality", "Notices", "Survival", "Benefits", "Assignments", "Interpretations", "Further Assurances", "Indemnifications", "Jurisdictions", "Insurances", "Books", "Brokers", "Headings", "Cooperation", "Consent To Jurisdiction", "Interests", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Except as set forth on Schedule 6.5, there is no action, suit, investigation, or proceeding before or by any Governmental Authority pending, or to the knowledge of Borrower, threatened in writing against Borrower or any Subsidiary that would reasonably be expected to have a Material Adverse Effect.", "references": ["Effectiveness", "Employment", "Organizations", "Disclosures", "Positions", "Further Assurances", "Erisa", "No Defaults", "Closings", "Benefits", "Payments", "Adjustments", "Assignments", "Qualifications", "Anti-Corruption Laws", "Titles", "No Conflicts", "Costs", "Arbitration", "Intellectual Property", "Vacations", "Survival", "Miscellaneous", "Taxes", "Assigns", "Jurisdictions", "Warranties", "Representations", "Amendments", "Transactions With Affiliates", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of California, but giving effect to federal laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.", "references": ["Financial Statements", "No Waivers", "Closings", "Interpretations", "Records", "Anti-Corruption Laws", "Modifications", "No Defaults", "Defined Terms", "Miscellaneous", "Brokers", "Positions", "Indemnity", "Compliance With Laws", "Benefits", "Consent To Jurisdiction", "Intellectual Property", "Base Salary", "Consents", "Submission To Jurisdiction", "Disclosures", "Litigations", "Specific Performance", "Definitions", "Authorizations", "Assigns", "Forfeitures", "Enforcements", "Approvals", "Sales", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Receipt of a counterpart of this Amendment duly executed by each of the Credit Parties, the Participants and the Servicer.", "references": ["Payments", "Agreements", "Disclosures", "Headings", "Indemnifications", "Notices", "Benefits", "Approvals", "Books", "Interests", "Terminations", "General", "Positions", "No Conflicts", "Expenses", "Effective Dates", "Confidentiality", "Financial Statements", "Compliance With Laws", "Assigns", "Publicity", "Use Of Proceeds", "No Waivers", "Erisa", "Liens", "Venues", "Adjustments", "Existence", "Sanctions", "Waiver Of Jury Trials", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section\u00a02.17 (Taxes), Section\u00a02.16 (Increased Costs; Capital Requirements), Section\u00a09.3 (Actions in Respect of Letters of Credit), Article\u00a010 (Administrative Agent), Section\u00a011.3 (Costs and Expenses), Section\u00a011.4 (Indemnities) or this Section\u00a011.5 ) and all representations and warranties made in any Loan Document shall (A)\u00a0survive the termination of the Revolving Credit Commitments and the payment in full of other Obligations and (B)\u00a0inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.", "references": ["Jurisdictions", "Effectiveness", "No Defaults", "Specific Performance", "Consent To Jurisdiction", "Binding Effects", "Existence", "Forfeitures", "Interests", "Insurances", "Enforcements", "Enforceability", "Applicable Laws", "Payments", "Sanctions", "Assigns", "Duties", "Waiver Of Jury Trials", "Authorizations", "Remedies", "Employment", "Integration", "Transactions With Affiliates", "Publicity", "Disclosures", "Waivers", "Adjustments", "Warranties", "Miscellaneous", "Organizations", "Survival"], "gold": ["Survival"]}
+{"input": "If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in this Agreement.", "references": ["Jurisdictions", "Intellectual Property", "Further Assurances", "Survival", "Entire Agreements", "Construction", "Authorizations", "Litigations", "Effectiveness", "Confidentiality", "Agreements", "Duties", "Closings", "Definitions", "Death", "Use Of Proceeds", "Waivers", "Interpretations", "Compliance With Laws", "Powers", "Venues", "Arbitration", "Positions", "Effective Dates", "Consents", "Applicable Laws", "Indemnifications", "Books", "Warranties", "Adjustments", "Severability"], "gold": ["Severability"]}
+{"input": "As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of common stock, $0.001 par value per share, of which 30,455,167 shares are issued and outstanding and 10,000,000 shares of preferred stock, $0.001 par value per, none of which are outstanding. On or prior to the Closing Date, the Certificate of Designation shall be filed with the Nevada Secretary of State authorizing 500,000 Series A Shares. All of such outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable.", "references": ["Effectiveness", "Indemnifications", "Indemnity", "Interests", "Litigations", "Financial Statements", "Arbitration", "Governing Laws", "Erisa", "Binding Effects", "Tax Withholdings", "Participations", "Insurances", "Costs", "Agreements", "Definitions", "Books", "Interpretations", "Submission To Jurisdiction", "Publicity", "Survival", "No Waivers", "Sales", "Releases", "Taxes", "Waiver Of Jury Trials", "Venues", "Representations", "Assignments", "Qualifications", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company\u2019s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6.\u00a0 Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.\u00a0 Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.6.\u00a0 Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser\u2019s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.", "references": ["Approvals", "Powers", "Indemnifications", "Taxes", "Closings", "Assigns", "Anti-Corruption Laws", "Specific Performance", "Jurisdictions", "Defined Terms", "Authority", "Effectiveness", "Terminations", "Binding Effects", "Brokers", "Employment", "Benefits", "Tax Withholdings", "General", "Submission To Jurisdiction", "No Waivers", "Enforcements", "Insurances", "Integration", "Successors", "Waiver Of Jury Trials", "Arbitration", "Transactions With Affiliates", "Sanctions", "Assignments", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Other than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of the Subsidiaries is a party or, of which any property of the Company or any of the Subsidiaries is the subject which, if determined adversely to the Company or the Subsidiary, individually or in the aggregate, would have or may reasonably be expected to have a Material Adverse Effect, or would prevent or impair the consummation of the transactions contemplated by this Agreement, or which are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus; and, to the Company\u2019s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.", "references": ["Survival", "Confidentiality", "Terminations", "Books", "Fees", "Publicity", "Enforceability", "Solvency", "Enforcements", "Closings", "Subsidiaries", "Tax Withholdings", "Agreements", "Authorizations", "Participations", "Successors", "Severability", "Withholdings", "Counterparts", "Compliance With Laws", "Brokers", "Applicable Laws", "Terms", "Further Assurances", "Death", "Warranties", "Amendments", "Assigns", "Use Of Proceeds", "Waiver Of Jury Trials", "Litigations"], "gold": ["Litigations"]}
+{"input": "Each of the parties acknowledges that they, and their respective counsel, substantially participated in the negotiation, drafting and editing of this Amendment. Accordingly, the Parties agree that the provisions of this Amendment shall not be construed or interpreted for or against any Party hereto based on authorship.", "references": ["Costs", "Change In Control", "Terms", "Existence", "Severability", "Venues", "Effectiveness", "Integration", "Consents", "Positions", "Approvals", "Adjustments", "Taxes", "Notices", "Non-Disparagement", "Cooperation", "Records", "Organizations", "Governing Laws", "Closings", "Withholdings", "Assignments", "Applicable Laws", "Miscellaneous", "Confidentiality", "Qualifications", "Erisa", "Modifications", "Assigns", "Representations", "Construction"], "gold": ["Construction"]}
+{"input": "This Agreement, along with the Confidentiality Agreement and the Change of Control Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied)\u00a0of the parties with respect to the subject matter hereof, including, but not limited to, the Prior Agreement. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.", "references": ["Counterparts", "Releases", "Authority", "Consents", "Interpretations", "Sales", "Subsidiaries", "Confidentiality", "Books", "Financial Statements", "Fees", "Venues", "Vesting", "No Waivers", "Notices", "Sanctions", "Arbitration", "Consent To Jurisdiction", "Disclosures", "Employment", "Adjustments", "Headings", "Organizations", "Expenses", "Warranties", "Terminations", "Forfeitures", "Agreements", "General", "No Conflicts", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Obligor shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form satisfactory to Agent, on such periodic basis as Agent may request. Each Obligor shall also provide to Agent, on or before the 20th day of each month (or by Wednesday of each calendar week during any Reporting Trigger Period), a detailed accounts receivable aging of all Accounts as of the end of the preceding month (or as of the close of business on the last Business Day of the previous calendar week during any Reporting Trigger Period), specifying each Account\u2019s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may request in its Permitted Discretion. If Accounts in an aggregate face amount of $1,000,000 or more cease to be Eligible Billed Accounts and Eligible Unbilled Accounts, Borrower Agent shall notify Agent of such occurrence promptly (and in any event within one Business Day) after any Borrower has knowledge thereof.", "references": ["Financial Statements", "Change In Control", "Indemnifications", "Interpretations", "Subsidiaries", "Disclosures", "Survival", "Successors", "Integration", "Existence", "Indemnity", "No Defaults", "Titles", "Vesting", "Books", "Consents", "Employment", "Enforceability", "Approvals", "Closings", "Duties", "Assigns", "Miscellaneous", "Payments", "Fees", "Litigations", "Counterparts", "Effectiveness", "Definitions", "Authorizations", "Records"], "gold": ["Records"]}
+{"input": "This Option Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.", "references": ["Subsidiaries", "Titles", "Disclosures", "Venues", "Effective Dates", "Confidentiality", "Defined Terms", "Construction", "Expenses", "Liens", "Withholdings", "Authorizations", "Indemnity", "Qualifications", "Further Assurances", "Records", "Survival", "Anti-Corruption Laws", "Powers", "Financial Statements", "Existence", "Tax Withholdings", "Sales", "Waivers", "General", "Indemnifications", "Remedies", "Closings", "Counterparts", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Term, Executive shall be entitled to four (4) weeks paid vacation time annually on a non-cumulative basis to be paid by the Bank.", "references": ["Sanctions", "Forfeitures", "No Conflicts", "Jurisdictions", "Cooperation", "Severability", "Financial Statements", "Interests", "Titles", "Modifications", "Approvals", "Capitalization", "Enforcements", "Waiver Of Jury Trials", "Indemnifications", "Closings", "Arbitration", "Survival", "Terminations", "Expenses", "Confidentiality", "Qualifications", "Warranties", "Governing Laws", "Adjustments", "Positions", "Integration", "Anti-Corruption Laws", "Withholdings", "Representations", "Vacations"], "gold": ["Vacations"]}
+{"input": "The Table of Contents and headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.", "references": ["Disclosures", "Capitalization", "Interpretations", "Vacations", "Sales", "Arbitration", "Enforceability", "Compliance With Laws", "Expenses", "Assignments", "Use Of Proceeds", "General", "No Waivers", "Consents", "Binding Effects", "Anti-Corruption Laws", "Financial Statements", "Subsidiaries", "Solvency", "Governing Laws", "Costs", "Cooperation", "Indemnifications", "Erisa", "Transactions With Affiliates", "Construction", "Closings", "Litigations", "Authority", "Withholdings", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other party. Each party hereto may deliver its signed counterpart of this Agreement to the other party by means of electronic mail or any other electronic medium utilizing image scan technology, and such delivery will have the same legal effect as hand delivery of an originally executed counterpart. When this Agreement has been fully executed by the Ceding Company and the Reinsurer, it will become effective as of the Effective Date.", "references": ["Entire Agreements", "Payments", "Effective Dates", "Interpretations", "Change In Control", "Taxes", "Death", "Successors", "Venues", "Capitalization", "Adjustments", "Qualifications", "Waivers", "Use Of Proceeds", "Positions", "Subsidiaries", "Base Salary", "Withholdings", "Erisa", "Enforceability", "Intellectual Property", "Authorizations", "Disclosures", "Defined Terms", "Severability", "Benefits", "Construction", "Titles", "Remedies", "Participations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06 , and (d) as permitted by Section 6.03.", "references": ["Further Assurances", "No Conflicts", "Definitions", "Indemnity", "Organizations", "Insurances", "Closings", "Authorizations", "Employment", "Counterparts", "Vacations", "Change In Control", "Entire Agreements", "Withholdings", "Successors", "Powers", "Cooperation", "Sanctions", "Effectiveness", "Litigations", "Submission To Jurisdiction", "Records", "Binding Effects", "Liens", "Use Of Proceeds", "Solvency", "Headings", "Survival", "General", "Enforcements", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "For purposes of this Section\u00a02.17, the term \u201capplicable law\u201d includes FATCA and the term \u201cLender\u201d includes any Issuing Bank.", "references": ["Warranties", "Disclosures", "Effective Dates", "Records", "Representations", "Positions", "Tax Withholdings", "Adjustments", "Governing Laws", "Benefits", "Interests", "Compliance With Laws", "Capitalization", "Employment", "Submission To Jurisdiction", "Amendments", "Arbitration", "Integration", "Indemnifications", "Vacations", "Approvals", "Fees", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Jurisdictions", "Effectiveness", "Consents", "Releases", "Agreements", "Vesting", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The provisions of this Agreement shall survive the termination of Executive\u2019s employment with the Company and/or the assignment of this Agreement by the Company to any successor in interest or other assignee.", "references": ["No Conflicts", "Interpretations", "Closings", "Capitalization", "Indemnifications", "Severability", "Entire Agreements", "Construction", "Tax Withholdings", "Litigations", "Terms", "Enforceability", "Transactions With Affiliates", "Erisa", "Remedies", "Payments", "Withholdings", "Assignments", "Benefits", "Headings", "Powers", "Subsidiaries", "Defined Terms", "Effective Dates", "Vesting", "Death", "No Waivers", "Titles", "Confidentiality", "Anti-Corruption Laws", "Survival"], "gold": ["Survival"]}
+{"input": "Title to each Vial in a Batch and risk of loss with respect to each Vial in a Batch shall pass to Aptevo upon Delivery of such Vial.", "references": ["Effective Dates", "Base Salary", "Agreements", "Authorizations", "Anti-Corruption Laws", "Releases", "Fees", "Erisa", "Remedies", "Terminations", "No Waivers", "No Conflicts", "Vacations", "Assignments", "Powers", "Intellectual Property", "Survival", "Liens", "Counterparts", "Payments", "Disclosures", "Organizations", "Adjustments", "Duties", "Venues", "Benefits", "Non-Disparagement", "Miscellaneous", "Confidentiality", "Withholdings", "Titles"], "gold": ["Titles"]}
+{"input": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when both counterparts have been signed by each of the parties and delivered to the other party.\u00a0\u00a0Signatures on this Agreement which are transmitted electronically shall be valid for all purposes, however any party shall deliver an original signature on this Agreement to the other party upon request.", "references": ["Construction", "Capitalization", "Withholdings", "Interpretations", "Insurances", "Death", "Intellectual Property", "General", "Qualifications", "Agreements", "Tax Withholdings", "Adjustments", "Sanctions", "Participations", "Closings", "Change In Control", "Confidentiality", "Books", "Binding Effects", "Arbitration", "Indemnity", "Vacations", "Definitions", "Defined Terms", "Taxes", "Waiver Of Jury Trials", "Survival", "Enforcements", "Waivers", "Effectiveness", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Interest accrued on each Floating Rate Borrowing shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, at maturity, whether by acceleration or otherwise, and upon any termination of the Aggregate Commitment in its entirety under Section \u00a02.1 hereof. Interest accrued on each LIBOR Rate Loan shall be payable on the last day of the Interest Period applicable to such LIBOR Rate Loan (or, if such Interest Period is in excess of three months, on the 90 th day of such Interest Period) or any earlier date on which such LIBOR Rate Loan is repaid, at maturity, whether by acceleration or otherwise, and upon any termination of the Aggregate Commitment in its entirety under Section \u00a02.1 hereof. Interest and Facility Fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day a Borrowing is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on a Borrowing shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.", "references": ["Capitalization", "Payments", "Representations", "General", "Base Salary", "Venues", "Records", "Participations", "Releases", "Subsidiaries", "No Waivers", "Positions", "Effectiveness", "Interpretations", "Remedies", "Entire Agreements", "Forfeitures", "Change In Control", "Taxes", "Transactions With Affiliates", "Qualifications", "Indemnifications", "Warranties", "Authorizations", "Books", "Consent To Jurisdiction", "Duties", "Assignments", "Construction", "Submission To Jurisdiction", "Interests"], "gold": ["Interests"]}
+{"input": "Performance Awards will become vested on the Settlement Date to the extent that the applicable performance metrics have been achieved and, except as set forth below, provided that the participant is continuously employed by the Company until such time. Performance Awards will be settled in shares of Company common stock as soon as practicable following the end of the Measurement Period. Performance Awards will be settled in the form of Unrestricted Stock.", "references": ["Arbitration", "Terms", "Counterparts", "Defined Terms", "Severability", "Forfeitures", "No Defaults", "Closings", "Transactions With Affiliates", "Releases", "Warranties", "Definitions", "Consent To Jurisdiction", "Interpretations", "Change In Control", "Effectiveness", "Participations", "Powers", "Compliance With Laws", "Anti-Corruption Laws", "Insurances", "Approvals", "No Conflicts", "Interests", "Erisa", "Benefits", "Death", "Further Assurances", "Applicable Laws", "Indemnity", "Vesting"], "gold": ["Vesting"]}
+{"input": "Lender shall not disclose any Confidential Information to any Person without the prior written consent of Borrower, other than (a) to Lender\u2019s Affiliates, head office, branches and representative offices, and their officers, directors, employees, agents and advisors; (b)\u00a0to actual or prospective transferees of Lender\u2019s interest in the Loan, provided that the Persons to whom such disclosure is made pursuant to this clause (b) will agree to be informed of the confidential nature of such Confidential Information and shall have agreed in writing to keep such Confidential Information confidential in accordance with the provisions of this Section 12.26 ; (c) as required by any law, rule or regulation or judicial process; (d) as requested or required by any state, Federal or foreign authority or examiner regulating such Lender; (e) to any service provider of Lender (excluding Lender\u2019s inside or outside legal counsel), provided that the Persons to whom such disclosure is made pursuant to this clause (e) will be informed of the confidential nature of such Confidential Information and shall have agreed in writing to keep such Confidential Information confidential in accordance with the provisions of this Section 12.26 ; and (f) in connection with the exercise of any remedies under this Agreement or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. Notwithstanding the foregoing, Lender shall not have any liability hereunder or otherwise to Borrower for any failure of any Person to whom Lender discloses Confidential Information in accordance with this Section\u00a012.26 to maintain the confidentiality thereof.", "references": ["Payments", "Consent To Jurisdiction", "Powers", "Enforceability", "Definitions", "Change In Control", "No Defaults", "General", "Sales", "Interests", "Enforcements", "Participations", "Further Assurances", "Publicity", "Authorizations", "Defined Terms", "Solvency", "Positions", "Counterparts", "Integration", "Assigns", "Jurisdictions", "Cooperation", "Death", "Subsidiaries", "Applicable Laws", "Arbitration", "Venues", "Closings", "Indemnity", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement and the other Transaction Documents contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto.", "references": ["Entire Agreements", "Terms", "No Waivers", "Miscellaneous", "Titles", "Notices", "Representations", "Adjustments", "Severability", "Sales", "Subsidiaries", "Effective Dates", "Sanctions", "Governing Laws", "Intellectual Property", "Positions", "Authority", "Construction", "Costs", "Waiver Of Jury Trials", "Approvals", "Disability", "Forfeitures", "Organizations", "Jurisdictions", "Non-Disparagement", "Taxes", "Warranties", "Vacations", "Compliance With Laws", "Integration"], "gold": ["Integration"]}
+{"input": "The Company may terminate the Executive\u2019s employment due to the Executive\u2019s Disability while such Disability exists.", "references": ["Effective Dates", "Solvency", "Vesting", "Capitalization", "No Conflicts", "Duties", "Assignments", "Subsidiaries", "Warranties", "Integration", "Agreements", "Authorizations", "Severability", "Entire Agreements", "Brokers", "Payments", "Costs", "Participations", "Confidentiality", "Terminations", "Change In Control", "Qualifications", "Disclosures", "Non-Disparagement", "Miscellaneous", "General", "Employment", "Withholdings", "Titles", "Financial Statements", "Disability"], "gold": ["Disability"]}
+{"input": "Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as Lender, in its sole discretion, may reasonably request, that (A)\u00a0 Borrower is not and does not maintain an \u201cemployee benefit plan\u201d as defined in Section\u00a03(3) of ERISA, which is subject to Title I of ERISA, or a \u201cgovernmental plan\u201d within the meaning of Section\u00a03(32) of ERISA; (B)\u00a0 Borrower is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C)\u00a0one or more of the following circumstances is true: (i) equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. \u00a72510.3\u2011101(b)(2); (ii) less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by \u201cbenefit plan investors\u201d within the meaning of 29 C.F.R. \u00a72510.3\u2011101(f)(2); or (iii) Borrower qualifies as an \u201coperating company\u201d or a \u201creal estate operating company\u201d within the meaning of 29 C.F.R. \u00a72510.3\u2011101(c)\u00a0or (e).", "references": ["Indemnifications", "Taxes", "Subsidiaries", "Construction", "Successors", "Closings", "Expenses", "Sanctions", "Indemnity", "Modifications", "Records", "Participations", "Authorizations", "Binding Effects", "Venues", "Liens", "Financial Statements", "Qualifications", "Employment", "Books", "Existence", "Agreements", "Vacations", "No Conflicts", "Submission To Jurisdiction", "Headings", "Duties", "Arbitration", "Brokers", "Waivers", "Erisa"], "gold": ["Erisa"]}
+{"input": "If Participant\u2019s employment ends as a result of Disability (as such term is defined in the Employment Agreement) while employed prior to the Vesting Date, then all unvested Shares subject to the Award shall become vested and nonforfeitable at the Target Award payout level (100%) as of the date of Disability, and payout of the Shares shall be made as provided in Section\u00a08.", "references": ["Disclosures", "Miscellaneous", "Warranties", "Solvency", "Compliance With Laws", "Erisa", "Terminations", "Indemnity", "Litigations", "Financial Statements", "Submission To Jurisdiction", "Successors", "Base Salary", "Existence", "Benefits", "Enforceability", "Arbitration", "Modifications", "Insurances", "Applicable Laws", "Interpretations", "Closings", "Subsidiaries", "Terms", "Qualifications", "Withholdings", "Liens", "Intellectual Property", "Books", "Sales", "Disability"], "gold": ["Disability"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000,000 the fair market value of the assets of all such underfunded Plans. As of the Agreement Effective Date and throughout the term of this Agreement, (a) Borrower is not and will not be (i) an \u201cemployee benefit plan,\u201d as defined in Section 3(3) of ERISA or (ii) a \u201cplan\u201d within the meaning of Section 4975(e) of the Code; (b) no assets of Borrower constitute or will constitute \u201cplan assets\u201d within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. \u00a72510.3-101, as modified by Section 3(42) of ERISA; (c) Borrower is not and will not be a \u201cgovernmental plan\u201d within the meaning of Section 3(32) of ERISA; and (d) no transactions by or with Borrower are or will be subject to federal, state or local statutes applicable to Borrower regulating investments of fiduciaries with respect to governmental plans.", "references": ["Enforcements", "Organizations", "Enforceability", "No Conflicts", "Interests", "Indemnifications", "Notices", "Solvency", "Withholdings", "Definitions", "Authority", "Costs", "Benefits", "Litigations", "Capitalization", "Specific Performance", "Binding Effects", "Anti-Corruption Laws", "Representations", "Submission To Jurisdiction", "Modifications", "Tax Withholdings", "Governing Laws", "Taxes", "Releases", "Consent To Jurisdiction", "General", "Terms", "Brokers", "Financial Statements", "Erisa"], "gold": ["Erisa"]}
+{"input": "During the Term, each Party will prepare and maintain accurate records and books relating to the progress and status of its activities under the Development Plan and otherwise in relation to the Development of the Drug Substance and Licensed Product.", "references": ["Vesting", "Liens", "Death", "Waivers", "Use Of Proceeds", "Anti-Corruption Laws", "Expenses", "Tax Withholdings", "Consent To Jurisdiction", "Definitions", "Approvals", "Benefits", "Submission To Jurisdiction", "Payments", "Cooperation", "Consents", "Withholdings", "Releases", "Specific Performance", "Effectiveness", "Employment", "Insurances", "Venues", "Defined Terms", "Transactions With Affiliates", "Disability", "Qualifications", "No Defaults", "Indemnity", "Intellectual Property", "Records"], "gold": ["Records"]}
+{"input": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (A)\u00a0NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B)\u00a0EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C)\u00a0EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D)\u00a0EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section\u00a04.5.", "references": ["Non-Disparagement", "Effective Dates", "Adjustments", "Assigns", "Financial Statements", "Records", "Sales", "Capitalization", "Sanctions", "Payments", "Interests", "Headings", "Benefits", "Remedies", "Agreements", "Costs", "Use Of Proceeds", "Qualifications", "Withholdings", "Participations", "Defined Terms", "Organizations", "Governing Laws", "No Conflicts", "Enforceability", "Employment", "Titles", "Death", "Modifications", "Terminations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company\u2019s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to Section 4.4.\u00a0 Each Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.", "references": ["Liens", "Sales", "Positions", "Remedies", "Adjustments", "Vacations", "Further Assurances", "Survival", "Approvals", "Representations", "Fees", "Effective Dates", "Organizations", "Records", "Binding Effects", "Enforceability", "Anti-Corruption Laws", "Costs", "Applicable Laws", "Consent To Jurisdiction", "Powers", "Use Of Proceeds", "Assigns", "Counterparts", "Integration", "Assignments", "Non-Disparagement", "Interests", "Venues", "Capitalization", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Spark and Novartis each represents and warrants to the other Party that, as of the Effective Date, this Agreement is a legal and valid obligation binding upon it and is enforceable against it in accordance with its terms.", "references": ["Death", "Governing Laws", "Closings", "Erisa", "Transactions With Affiliates", "Benefits", "General", "Jurisdictions", "Representations", "Publicity", "Indemnifications", "Further Assurances", "Change In Control", "Costs", "Warranties", "Disclosures", "Sanctions", "Withholdings", "Defined Terms", "Releases", "Intellectual Property", "Terms", "Assignments", "Vesting", "Indemnity", "Amendments", "Non-Disparagement", "Organizations", "Duties", "Litigations", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "As of the Restatement Effective Date, neither the Lender Presentation nor any of the other written reports, financial statements, certificates or other written information concerning any Loan Party or any of its Subsidiaries furnished by or on behalf of any Loan Party to the Administrative Agent (other than information of a general economic or industry specific nature, projected financial information or other forward looking information) in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished prior to the date on which this representation is made or deemed made), when taken as a whole, contains when furnished any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Parent Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made (it being understood that projections may vary from actual results and that such variances may be material).", "references": ["Benefits", "Disability", "Compliance With Laws", "Costs", "Releases", "Indemnifications", "Taxes", "Forfeitures", "Interpretations", "Adjustments", "Integration", "Survival", "Further Assurances", "Employment", "Warranties", "Arbitration", "Assigns", "Existence", "Consents", "Participations", "Use Of Proceeds", "Duties", "Interests", "Erisa", "Effective Dates", "Effectiveness", "Solvency", "Binding Effects", "Terms", "Successors", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section\u00a06.2.", "references": ["Notices", "Liens", "No Waivers", "Governing Laws", "Adjustments", "Severability", "Amendments", "Closings", "Consent To Jurisdiction", "Interests", "No Defaults", "Powers", "Change In Control", "Disability", "Interpretations", "Vesting", "Transactions With Affiliates", "Cooperation", "Base Salary", "Participations", "Withholdings", "General", "Representations", "Disclosures", "Qualifications", "Titles", "Warranties", "Books", "Indemnity", "Sanctions", "Assignments"], "gold": ["Assignments"]}
+{"input": "If any provision of this Agreement is held to be invalid, illegal, or unenforceable, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b)\u00a0the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions; provided that the Lenders shall charge no fee in connection with any such amendment. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Definitions", "Capitalization", "Enforceability", "Effectiveness", "Defined Terms", "Duties", "Sanctions", "Interests", "Indemnity", "Non-Disparagement", "Forfeitures", "Use Of Proceeds", "Costs", "Entire Agreements", "Fees", "Releases", "Submission To Jurisdiction", "Interpretations", "Consents", "Successors", "Withholdings", "Base Salary", "Modifications", "Records", "Adjustments", "Sales", "Change In Control", "Books", "Miscellaneous", "Binding Effects", "Severability"], "gold": ["Severability"]}
+{"input": "Except as otherwise provided in this Amendment, capitalized terms used herein have the meaning ascribed to them in the Agreement.", "references": ["Consent To Jurisdiction", "Benefits", "Miscellaneous", "Enforcements", "Withholdings", "Expenses", "Approvals", "Disclosures", "No Conflicts", "Waiver Of Jury Trials", "Solvency", "Death", "Vesting", "Erisa", "Integration", "Sales", "Successors", "Jurisdictions", "Confidentiality", "Non-Disparagement", "Authority", "Further Assurances", "Authorizations", "Disability", "Consents", "Employment", "Modifications", "Warranties", "Existence", "Survival", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive\u2019s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive\u2019s relationship with the Company, with the exception of the Proprietary Rights Agreement, the Termination Agreement, the Indemnification Agreement, and Executive\u2019s written equity compensation agreements with the Company.", "references": ["Litigations", "Governing Laws", "Enforceability", "Sanctions", "Adjustments", "Forfeitures", "Change In Control", "Successors", "Warranties", "Severability", "No Conflicts", "Enforcements", "Defined Terms", "Death", "Waivers", "Payments", "Specific Performance", "Erisa", "Headings", "Assigns", "No Defaults", "Releases", "Counterparts", "Liens", "Consents", "Venues", "Modifications", "Use Of Proceeds", "Jurisdictions", "Approvals", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a continuing waiver or a waiver of any similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party hereto which are not set forth expressly in this Agreement.", "references": ["Authority", "Approvals", "Consents", "Records", "Erisa", "Employment", "No Conflicts", "Terms", "Withholdings", "Powers", "Books", "Cooperation", "Assigns", "Terminations", "Publicity", "No Waivers", "No Defaults", "Arbitration", "Confidentiality", "Disclosures", "Financial Statements", "Amendments", "Governing Laws", "Assignments", "Vacations", "Non-Disparagement", "Vesting", "Specific Performance", "Authorizations", "Submission To Jurisdiction", "Waivers"], "gold": ["Waivers"]}
+{"input": "Unless otherwise specified herein, all capitalized terms used and not defined herein shall have the meanings ascribed to them in the Notes or the Registration Rights Agreement, as applicable.", "references": ["Confidentiality", "Assigns", "General", "Remedies", "Modifications", "Transactions With Affiliates", "Existence", "Positions", "Enforceability", "Records", "Death", "Forfeitures", "Taxes", "Sales", "Entire Agreements", "No Conflicts", "Interpretations", "Books", "Waivers", "Compliance With Laws", "Fees", "Litigations", "No Waivers", "Indemnity", "Effectiveness", "Capitalization", "Cooperation", "Solvency", "Successors", "Terms", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement may be terminated by any party by written notice to the other parties if the First Closing has not been consummated on or before the date ninety (90) days from the date of this Agreement; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Organizations", "Remedies", "Successors", "Publicity", "Construction", "Transactions With Affiliates", "Defined Terms", "Change In Control", "Warranties", "Authority", "Liens", "Non-Disparagement", "Miscellaneous", "No Conflicts", "Powers", "Compliance With Laws", "Entire Agreements", "Fees", "Enforceability", "Consent To Jurisdiction", "Jurisdictions", "Venues", "Subsidiaries", "Consents", "Amendments", "Waivers", "Insurances", "Enforcements", "Agreements", "No Waivers", "Terminations"], "gold": ["Terminations"]}
+{"input": "Unless delivery of the shares of Common Stock is delayed after the applicable vesting date pursuant to Section 2.4 above, on the vesting date, the Recipient shall recognize taxable income in respect of the Common Stock deliverable and the Company shall report such taxable income to the appropriate taxing authorities in respect thereof as it determines to be necessary and appropriate.", "references": ["Terms", "Compliance With Laws", "Positions", "Benefits", "Erisa", "Insurances", "Publicity", "Records", "Interests", "Jurisdictions", "Approvals", "Tax Withholdings", "Existence", "Interpretations", "Closings", "Effective Dates", "Anti-Corruption Laws", "Warranties", "Disclosures", "Capitalization", "Successors", "Vacations", "Waivers", "Transactions With Affiliates", "Indemnity", "Venues", "Organizations", "Integration", "Vesting", "Intellectual Property", "Taxes"], "gold": ["Taxes"]}
+{"input": "Borrower shall comply in all material respects with all Requirements of Law, contractual obligations, commitments, instruments, licenses, and permits.", "references": ["Warranties", "Costs", "Submission To Jurisdiction", "Releases", "Capitalization", "No Waivers", "No Conflicts", "Jurisdictions", "Books", "Taxes", "Adjustments", "Positions", "Interests", "General", "Non-Disparagement", "Liens", "Death", "Effective Dates", "Terminations", "Litigations", "Solvency", "Arbitration", "Expenses", "Consents", "Employment", "Defined Terms", "Base Salary", "Anti-Corruption Laws", "Change In Control", "Effectiveness", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Administrative Agent and the Borrower shall determine the effective date of any Incremental Increase (the \u201c Increase Effective Date \u201d). The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.", "references": ["Waivers", "Tax Withholdings", "Closings", "Disability", "Consent To Jurisdiction", "Modifications", "Forfeitures", "Erisa", "Costs", "Liens", "Assigns", "Counterparts", "Taxes", "Headings", "Withholdings", "Submission To Jurisdiction", "Change In Control", "Entire Agreements", "Compliance With Laws", "Defined Terms", "Venues", "Qualifications", "Records", "Powers", "Notices", "Successors", "Transactions With Affiliates", "Indemnity", "Financial Statements", "Vacations", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "In the event a Participant\u2019s employment terminates due to Disability, the Restricted Period will lapse as to the outstanding shares of Restricted Stock and/or Restricted Units (including any associated Dividend Equivalents) granted to such Participant under the Plan. A lump sum payment of cash or Common Stock shall be made in respect of Restricted Units as soon as practicable, but not more than 74 days, following the Participant\u2019s termination of employment, except that, if the Participant is a specified employee within the meaning of Section\u00a0409A of the Code, payment for any such Award that is treated as deferred compensation subject to Section 409A shall be made six months and one day following the date of such termination of employment.", "references": ["Agreements", "Terminations", "Fees", "No Waivers", "Liens", "Interests", "Survival", "Brokers", "Governing Laws", "Authority", "Closings", "No Conflicts", "Costs", "Litigations", "Construction", "Assigns", "Payments", "Consent To Jurisdiction", "Intellectual Property", "Positions", "Effectiveness", "Waiver Of Jury Trials", "Modifications", "Titles", "Subsidiaries", "Taxes", "Definitions", "Vacations", "Remedies", "Change In Control", "Disability"], "gold": ["Disability"]}
+{"input": "Capitalized terms used by not otherwise defined herein shall have the meanings set forth in the Stockholders Agreement.", "references": ["Confidentiality", "Base Salary", "Integration", "Forfeitures", "Indemnity", "Organizations", "Records", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Warranties", "Change In Control", "Benefits", "Indemnifications", "Use Of Proceeds", "Capitalization", "Authority", "Counterparts", "Cooperation", "Powers", "Liens", "Terminations", "Remedies", "Effective Dates", "Disability", "Death", "Anti-Corruption Laws", "Assignments", "Defined Terms", "Survival", "Entire Agreements", "Definitions"], "gold": ["Definitions"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the Collateral Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Secured Obligations.", "references": ["Employment", "Modifications", "Disclosures", "Litigations", "No Waivers", "Cooperation", "Capitalization", "Expenses", "Authorizations", "Further Assurances", "Records", "Titles", "Transactions With Affiliates", "Withholdings", "Releases", "No Defaults", "Jurisdictions", "Costs", "Representations", "Tax Withholdings", "Publicity", "Duties", "Base Salary", "Vacations", "Anti-Corruption Laws", "Participations", "Financial Statements", "Benefits", "Interpretations", "Binding Effects", "Survival"], "gold": ["Survival"]}
+{"input": "Except as set forth on Schedule 3.2(f) , Buyer and Parent are not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions.\u00a0 Any registration, or filing with, or Consent, or Governmental Authorization or Order by any Governmental Body that is required in connection with the valid execution, delivery, acceptance, and performance by such Buyer or Parent under this Agreement or the consummation by such Buyer or Parent of any transaction contemplated hereby has been completed, made or obtained on or before the Closing Date.", "references": ["Governing Laws", "Further Assurances", "Organizations", "Litigations", "Erisa", "General", "Duties", "No Waivers", "Anti-Corruption Laws", "Titles", "Agreements", "Representations", "Compliance With Laws", "Forfeitures", "Construction", "Benefits", "Confidentiality", "Base Salary", "Approvals", "Financial Statements", "Consent To Jurisdiction", "Authority", "Death", "Non-Disparagement", "Withholdings", "Amendments", "Warranties", "Sanctions", "Integration", "Binding Effects", "Consents"], "gold": ["Consents"]}
+{"input": "This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.\u00a0 Counterpart signatures to this Agreement delivered by facsimile or other electronic transmission shall be acceptable and binding.", "references": ["Compliance With Laws", "Headings", "Disability", "Confidentiality", "Sales", "Financial Statements", "Specific Performance", "Closings", "Withholdings", "No Conflicts", "Warranties", "Payments", "Erisa", "Qualifications", "Approvals", "Intellectual Property", "Defined Terms", "Further Assurances", "General", "Adjustments", "Effective Dates", "Subsidiaries", "Titles", "Costs", "Non-Disparagement", "Capitalization", "Publicity", "Amendments", "Sanctions", "Base Salary", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms.", "references": ["Submission To Jurisdiction", "Releases", "Duties", "Base Salary", "Change In Control", "Assigns", "Definitions", "Waivers", "Assignments", "Non-Disparagement", "Sanctions", "Interests", "Disclosures", "Effective Dates", "No Waivers", "Taxes", "Binding Effects", "Consents", "Authorizations", "Payments", "Employment", "Notices", "Powers", "Tax Withholdings", "Severability", "Records", "No Conflicts", "Entire Agreements", "Remedies", "Headings", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Except as contemplated in Sections 2.3 and 3.3, this Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relative to said subject matter.", "references": ["Tax Withholdings", "Miscellaneous", "Payments", "Assignments", "Books", "Sanctions", "Authority", "Counterparts", "Expenses", "Intellectual Property", "Consent To Jurisdiction", "Litigations", "Disability", "Change In Control", "Solvency", "Notices", "Waivers", "Sales", "Defined Terms", "Further Assurances", "Brokers", "Governing Laws", "Base Salary", "Powers", "Liens", "Organizations", "General", "Positions", "Submission To Jurisdiction", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "For avoidance of doubt, reimbursement or other payment of allocable costs and expenses incurred by Attis and/or CleanTech or any Related Person on behalf of the Company in the Ordinary Course of Business under the JVCo Management Agreement shall not be deemed to be distributions hereunder.", "references": ["Base Salary", "No Conflicts", "Powers", "Solvency", "Headings", "Severability", "Enforcements", "Cooperation", "Confidentiality", "Closings", "Definitions", "Employment", "Entire Agreements", "Vacations", "Organizations", "Transactions With Affiliates", "Effectiveness", "Sanctions", "Interests", "No Waivers", "No Defaults", "Existence", "Further Assurances", "Qualifications", "Sales", "Effective Dates", "Titles", "Indemnity", "Capitalization", "Disclosures", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement may be terminated by any Purchaser, as to such Purchaser\u2019s 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 February 23, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Financial Statements", "Closings", "Payments", "Effective Dates", "General", "Solvency", "Consent To Jurisdiction", "Entire Agreements", "Modifications", "Amendments", "Cooperation", "Compliance With Laws", "Representations", "Effectiveness", "Employment", "Warranties", "Insurances", "Terms", "Interpretations", "Subsidiaries", "Death", "Benefits", "Defined Terms", "Sales", "Confidentiality", "Notices", "Indemnity", "Disclosures", "Disability", "Anti-Corruption Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company and the Founding Members hereby represent to Investor as follows: each of the Company and the Founding Members has full corporate or other power and authority to execute, deliver and perform this Agreement; this Agreement has been duly and validly authorized by their respective boards of directors, board of managers or members, as applicable, and executed and delivered by each of them; assuming the truth and accuracy of the representations and warranties of Investor in Section 10, this Agreement constitutes a valid binding obligation of each of them, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors\u2019 rights generally and by general equitable principles; and, as of June 15, 2018 and June 30, 2018, as applicable, the Company will have available and ready funds sufficient to pay the amounts required to be paid by the Company under Section\u00a02.", "references": ["Sales", "Enforceability", "Participations", "Binding Effects", "Applicable Laws", "Definitions", "Sanctions", "Amendments", "Effective Dates", "Death", "Assigns", "Vesting", "Payments", "Adjustments", "Construction", "Withholdings", "Disclosures", "Governing Laws", "Miscellaneous", "Compliance With Laws", "Indemnity", "Modifications", "Warranties", "Financial Statements", "Jurisdictions", "Positions", "Change In Control", "Venues", "Duties", "Powers", "Representations"], "gold": ["Representations"]}
+{"input": "Debtor will maintain good and indefeasible title to the Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for Permitted Encumbrances.\u00a0\u00a0Debtor will cause any financing statement or other security instrument with respect to the Collateral to be terminated, except for Permitted Encumbrances and the filing of Debtor as buyer against a Seller as seller.\u00a0\u00a0Debtor will defend at its expense Lender\u2019s right, title and security interest in and to the Collateral against the claims of any third party.", "references": ["Entire Agreements", "Publicity", "Base Salary", "Assignments", "Releases", "Closings", "Amendments", "Powers", "Venues", "Use Of Proceeds", "Successors", "Submission To Jurisdiction", "Positions", "Disclosures", "Binding Effects", "Benefits", "Indemnifications", "Employment", "Capitalization", "Authority", "Effective Dates", "Taxes", "Costs", "Consents", "Miscellaneous", "Jurisdictions", "Solvency", "Severability", "Waivers", "Sanctions", "Liens"], "gold": ["Liens"]}
+{"input": "This Agreement may be executed in counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.", "references": ["Disability", "Existence", "Tax Withholdings", "Miscellaneous", "Sanctions", "Headings", "Vacations", "Interests", "Enforcements", "Cooperation", "Amendments", "Indemnity", "Construction", "Arbitration", "Litigations", "Solvency", "Successors", "Books", "Intellectual Property", "Adjustments", "Governing Laws", "Employment", "Publicity", "Subsidiaries", "Positions", "General", "Payments", "Releases", "Insurances", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except for the Company\u2019s Quarterly Report on Form 10-Q for the three months ended December 31, 2017, and the Company\u2019s Quarterly Report on Form 10-Q for the three months ended March 31, 2018, during the one (1) year prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the \u201c SEC Documents \u201d). The Company has delivered or made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.", "references": ["Insurances", "Compliance With Laws", "No Waivers", "Brokers", "Duties", "Remedies", "Anti-Corruption Laws", "Enforcements", "Binding Effects", "General", "Non-Disparagement", "Miscellaneous", "Payments", "Existence", "Waivers", "No Conflicts", "Assignments", "Adjustments", "Assigns", "Vesting", "Governing Laws", "Terminations", "Survival", "Employment", "Notices", "Fees", "Approvals", "Confidentiality", "Arbitration", "Consent To Jurisdiction", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The headings of the various sections and subsections of this Third Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.", "references": ["Sanctions", "Enforcements", "Confidentiality", "Titles", "Indemnity", "Erisa", "Interpretations", "Headings", "Costs", "Remedies", "Binding Effects", "Liens", "Waiver Of Jury Trials", "Effectiveness", "Venues", "Use Of Proceeds", "Consents", "Financial Statements", "No Waivers", "Base Salary", "Warranties", "Adjustments", "Applicable Laws", "Vacations", "Effective Dates", "Vesting", "Defined Terms", "Expenses", "General", "Further Assurances", "Construction"], "gold": ["Construction"]}
+{"input": "Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.", "references": ["Non-Disparagement", "Erisa", "Cooperation", "Solvency", "Enforceability", "No Conflicts", "Powers", "Modifications", "Payments", "Vacations", "Binding Effects", "Authority", "Withholdings", "Anti-Corruption Laws", "Insurances", "Disclosures", "Death", "Titles", "Tax Withholdings", "Taxes", "Publicity", "Authorizations", "Use Of Proceeds", "Confidentiality", "Definitions", "Releases", "Employment", "Terms", "Applicable Laws", "Positions", "Liens"], "gold": ["Liens"]}
+{"input": "None of the Loan Parties owns any real property. Each Loan Party and each of its Subsidiaries owns good title to, or in the case of leased assets, has a valid leasehold interest in, or in the case of intellectual property rights, has a valid and enforceable rights to use, all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except for Liens permitted by Section\u00a011.2 . No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except filings evidencing Liens permitted by Section 11.2 , and filings for which termination statements have been delivered to Administrative Agent.", "references": ["Litigations", "Employment", "Vesting", "Effectiveness", "Disclosures", "Death", "Notices", "Brokers", "No Conflicts", "Use Of Proceeds", "No Defaults", "Costs", "Taxes", "Withholdings", "Participations", "Benefits", "Expenses", "Adjustments", "Counterparts", "Binding Effects", "Forfeitures", "Governing Laws", "Specific Performance", "Enforceability", "Miscellaneous", "Severability", "Change In Control", "Organizations", "Books", "Amendments", "Liens"], "gold": ["Liens"]}
+{"input": "The Executive\u2019s employment pursuant to this Agreement will be terminated upon the death of the Executive, in which event the Executive\u2019s spouse or heirs will receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (as defined in Section 9(j) hereof), (ii) any other unpaid benefits (including death benefits) to which they are entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination, (iii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to such Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to had Executive not terminated, and (iv) the amount of any target cash bonus for the Fiscal Year in which the Date of Termination occurs, pro-rated based on the portion of the applicable Fiscal Year that the Executive worked for the Company. The amounts referred to in clauses (i) through (iii) above will be paid to the Executive when the same would have been paid to the Executive (whether or not the Term will have expired during such period), and the amount referred to in clause (iv) will be paid to the Executive within sixty (60) days following the Date of Termination.", "references": ["Assigns", "Costs", "Governing Laws", "Terms", "Expenses", "Vesting", "Disclosures", "Fees", "Positions", "Erisa", "Change In Control", "Insurances", "Liens", "Assignments", "Further Assurances", "Adjustments", "Specific Performance", "Consents", "Effective Dates", "Cooperation", "Interpretations", "Financial Statements", "Vacations", "Duties", "Counterparts", "Warranties", "No Defaults", "Transactions With Affiliates", "Jurisdictions", "Non-Disparagement", "Death"], "gold": ["Death"]}
+{"input": "This Release may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one in the same Release.", "references": ["Existence", "Effective Dates", "Authorizations", "Waivers", "Indemnity", "Headings", "Defined Terms", "Publicity", "Waiver Of Jury Trials", "Warranties", "Liens", "Interpretations", "Financial Statements", "Expenses", "Interests", "Duties", "Disability", "Sanctions", "Modifications", "No Defaults", "Miscellaneous", "Enforceability", "Non-Disparagement", "Compliance With Laws", "Terms", "Death", "Construction", "Representations", "Brokers", "Effectiveness", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i)\u00a0payment of salary or consulting fees for services rendered, (ii)\u00a0reimbursement for expenses incurred on behalf of the Company and (iii)\u00a0other employee benefits, including stock option agreements under any equity incentive plan of the Company.", "references": ["Participations", "Waiver Of Jury Trials", "Employment", "Compliance With Laws", "Vacations", "Adjustments", "Death", "Consents", "Confidentiality", "Publicity", "Miscellaneous", "Solvency", "Survival", "Waivers", "Change In Control", "No Conflicts", "No Defaults", "Severability", "Insurances", "Brokers", "Indemnity", "Positions", "Integration", "Assignments", "Closings", "Non-Disparagement", "Counterparts", "Duties", "Terms", "Costs", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.", "references": ["Capitalization", "Death", "Assigns", "Notices", "General", "Entire Agreements", "Tax Withholdings", "Severability", "Approvals", "Cooperation", "Representations", "Remedies", "No Waivers", "Financial Statements", "Non-Disparagement", "Waiver Of Jury Trials", "Qualifications", "Disability", "Costs", "Binding Effects", "Duties", "Erisa", "Publicity", "Sanctions", "Benefits", "Enforcements", "Closings", "Participations", "Effective Dates", "Transactions With Affiliates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A)\u00a0the gross negligence or willful misconduct of the Issuing Lender as determined by a final non-appealable judgment of a court of competent jurisdiction or (B)\u00a0the wrongful dishonor by the Issuing Lender or any of Issuing Lender\u2019s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Official Body.", "references": ["Duties", "Base Salary", "Subsidiaries", "Brokers", "Non-Disparagement", "Sanctions", "Publicity", "Definitions", "Representations", "Disclosures", "Assigns", "Anti-Corruption Laws", "Remedies", "Records", "Specific Performance", "Forfeitures", "Venues", "Compliance With Laws", "Terminations", "Death", "Litigations", "Cooperation", "Positions", "Participations", "Liens", "Further Assurances", "Applicable Laws", "Authority", "Erisa", "Enforcements", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "During the Employment Term, Executive shall be eligible to participate in all health, retirement, Company-paid insurance, sick leave, disability, expense reimbursement and other benefit programs which the Company or its subsidiaries makes available to any of its senior executives. Executive shall be entitled to receive five (5) weeks of paid vacation per calendar year and shall be entitled to rollover all unused vacation.", "references": ["Entire Agreements", "Non-Disparagement", "Construction", "No Waivers", "Fees", "Use Of Proceeds", "Terminations", "Books", "Effectiveness", "Forfeitures", "Severability", "Terms", "Interests", "Approvals", "Tax Withholdings", "Indemnifications", "Participations", "Withholdings", "Indemnity", "Base Salary", "Subsidiaries", "Waiver Of Jury Trials", "Titles", "Change In Control", "Records", "Venues", "Defined Terms", "Definitions", "Governing Laws", "Costs", "Benefits"], "gold": ["Benefits"]}
+{"input": "(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which the Revolving Commitment of such Lender terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the average daily amount of such Lender\u2019s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360\u00a0days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Records", "Approvals", "Solvency", "Duties", "Taxes", "No Conflicts", "Defined Terms", "Intellectual Property", "Governing Laws", "No Defaults", "Death", "Enforcements", "Agreements", "Waivers", "Miscellaneous", "Construction", "Tax Withholdings", "Assignments", "Expenses", "Integration", "Survival", "Remedies", "Costs", "Headings", "Confidentiality", "Waiver Of Jury Trials", "Authorizations", "Further Assurances", "Specific Performance", "Vacations", "Fees"], "gold": ["Fees"]}
+{"input": "The Borrower has filed all tax returns and other reports that it was required by law to file on or prior to the date hereof and has paid all taxes, assessments, fees, and other governmental charges, and penalties and interest, if any, against it or its property, income, or franchise, that are due and payable (except to the extent that (a) any such taxes, assessments, fees, and other governmental charges, and penalties and interest are diligently contested in good faith by appropriate proceedings and proper reserves are established on the books of the Borrower as provided in applicable accounting standards and (b) a stay of enforcement of any Liens arising from the nonpayment thereof when due is in effect).", "references": ["Compliance With Laws", "Modifications", "Erisa", "Effective Dates", "Construction", "Successors", "Publicity", "Closings", "Duties", "Interpretations", "Sales", "Assigns", "Brokers", "Counterparts", "Non-Disparagement", "Powers", "Financial Statements", "Positions", "Records", "Payments", "Assignments", "Interests", "No Defaults", "Participations", "Costs", "Books", "Tax Withholdings", "Titles", "Use Of Proceeds", "Adjustments", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except as set forth on Schedule 7.1.16 hereto or in Century's form 10-K or any form 10-Q filed with the SEC on or after March 31, 2018 and before the Second Restatement Effective Date, there are no actions, suits, proceedings or investigations pending, or to the knowledge of any Borrower, threatened, against or directly affecting any Loan Party, or the business, operations, Properties, prospects, profits or condition of any Loan Party, which, individually or in the aggregate would reasonably be expected to be adversely determined, and, if adversely determined, would reasonably be expected to have a Material Adverse Effect. No Loan Party is in default with respect to any order, writ, injunction, judgment, decree or rule of any Governmental Authority, which default, individually or in the aggregate, if not cured, would reasonably be expected to have a Material Adverse Effect.", "references": ["Forfeitures", "Construction", "Binding Effects", "Submission To Jurisdiction", "Payments", "Modifications", "No Conflicts", "Non-Disparagement", "Assignments", "Withholdings", "Anti-Corruption Laws", "Agreements", "Assigns", "No Defaults", "Amendments", "Adjustments", "Expenses", "Vesting", "Further Assurances", "Cooperation", "Base Salary", "Subsidiaries", "Venues", "Entire Agreements", "Employment", "Solvency", "Applicable Laws", "Governing Laws", "Publicity", "Brokers", "Litigations"], "gold": ["Litigations"]}
+{"input": "New University shall reimburse Noteholder on demand for all reasonable out-of-pocket costs, expenses and fees (including expenses and fees of its counsel) incurred by Noteholder in connection with the enforcement of Noteholder\u2019s rights under this Note, the Security Agreement and the Guaranty.", "references": ["General", "Survival", "Base Salary", "Terminations", "Vacations", "Miscellaneous", "Erisa", "Amendments", "Transactions With Affiliates", "Qualifications", "Venues", "Disability", "Warranties", "Participations", "Compliance With Laws", "Representations", "Enforceability", "Existence", "Remedies", "Modifications", "Employment", "Non-Disparagement", "Powers", "Anti-Corruption Laws", "Publicity", "Benefits", "Further Assurances", "Agreements", "Applicable Laws", "Arbitration", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Participant has reviewed with the Participant\u2019s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Restricted Share Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Restricted Share Agreement.", "references": ["Books", "Effective Dates", "Definitions", "Submission To Jurisdiction", "General", "Participations", "Agreements", "Confidentiality", "Liens", "Compliance With Laws", "Assignments", "Intellectual Property", "Terms", "Positions", "Capitalization", "Titles", "Terminations", "Consents", "Sales", "Authority", "Waivers", "Further Assurances", "Enforcements", "Interpretations", "Taxes", "Miscellaneous", "Costs", "Erisa", "Brokers", "Publicity", "Representations"], "gold": ["Representations"]}
+{"input": "The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.", "references": ["Compliance With Laws", "Books", "Effective Dates", "No Conflicts", "Organizations", "Venues", "Costs", "Submission To Jurisdiction", "Survival", "Warranties", "Existence", "Disability", "Powers", "Assignments", "Definitions", "Modifications", "Terminations", "Defined Terms", "Binding Effects", "Non-Disparagement", "Amendments", "Titles", "Interests", "Anti-Corruption Laws", "Construction", "Insurances", "Waiver Of Jury Trials", "Capitalization", "Integration", "Indemnifications", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Except to the extent that failure to do so would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the Borrower and each Restricted Subsidiary (a)\u00a0has timely filed or caused to be filed all Tax returns and reports required to have been filed by it and (b)\u00a0has paid or caused to be paid all Taxes required to have been paid by it (including in its capacity as a withholding agent), except where the validity or amount thereof is being contested in good faith by appropriate proceedings and where the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves therefor in accordance with GAAP.", "references": ["Intellectual Property", "Venues", "Capitalization", "Sales", "Anti-Corruption Laws", "Defined Terms", "Specific Performance", "Death", "Tax Withholdings", "Withholdings", "Records", "Modifications", "Amendments", "General", "Assigns", "Miscellaneous", "Organizations", "Positions", "Titles", "Publicity", "Forfeitures", "Integration", "Indemnity", "Use Of Proceeds", "Existence", "Survival", "Benefits", "Agreements", "Enforcements", "Erisa", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company (i)\u00a0is a Maryland real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland, (ii)\u00a0has all requisite power to own its properties and conduct its business as now conducted and as presently contemplated, and (iii)\u00a0to the extent required by law is in good standing as a foreign entity and is duly authorized to do business in the States in which the Unencumbered Properties are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Materially Adverse Effect. The Borrower is a Pennsylvania limited partnership, and each Guarantor, if any, is a limited partnership or a corporation, and each such entity is duly organized, validly existing and in good standing under the laws of the State of its formation as shown on Schedule\u00a03.1(a) , has all requisite power to own its properties and conduct its business as presently contemplated and is duly authorized to do business in the States in which the Unencumbered Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effect.", "references": ["Counterparts", "Defined Terms", "Agreements", "Waiver Of Jury Trials", "Specific Performance", "Assignments", "Change In Control", "Subsidiaries", "Applicable Laws", "Forfeitures", "No Waivers", "Vacations", "Use Of Proceeds", "Participations", "Enforcements", "Consents", "Duties", "Modifications", "Capitalization", "Existence", "Sanctions", "Remedies", "Records", "Confidentiality", "Financial Statements", "Integration", "Venues", "Representations", "Vesting", "Disclosures", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement, the transactions described herein and the obligations of the parties hereto shall be construed under, and governed by, the internal laws of the State of New York without regard to principles of conflicts of law.", "references": ["Transactions With Affiliates", "Sales", "Taxes", "Indemnifications", "Consent To Jurisdiction", "Qualifications", "Books", "Entire Agreements", "Definitions", "Remedies", "Benefits", "Authorizations", "Construction", "Base Salary", "Change In Control", "Terminations", "Counterparts", "Miscellaneous", "Vacations", "Publicity", "Arbitration", "Waiver Of Jury Trials", "Organizations", "Records", "Further Assurances", "Existence", "Payments", "Authority", "Modifications", "General", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Executive shall participate in such vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other plans as OUTFRONT may have or establish from time to time in which similarly situated senior executives participate and in which Executive would be entitled to participate under the terms of the plan. This provision, however, shall not be construed to either require OUTFRONT to establish any welfare, compensation or long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement. Executive shall be eligible for five (5) weeks of vacation each year.", "references": ["Enforcements", "Assignments", "Entire Agreements", "Effective Dates", "Terminations", "Withholdings", "Duties", "No Waivers", "Counterparts", "General", "Existence", "Qualifications", "Remedies", "Indemnifications", "Representations", "Indemnity", "Litigations", "Venues", "Sanctions", "Specific Performance", "Interpretations", "Notices", "Anti-Corruption Laws", "Defined Terms", "Successors", "Intellectual Property", "Modifications", "Vacations", "Forfeitures", "Compliance With Laws", "Benefits"], "gold": ["Benefits"]}
+{"input": "You represent that you have been provided all benefits due under the Family and Medical Leave Act and that you have received all wages due, including overtime pay, premium pay, vacation pay, bonus pay, commissions, or other compensation, and that you have received all appropriate meals and rest breaks to which you were entitled, in compliance with the Fair Labor Standards Act and applicable state and local law, that you have no known workplace injuries or occupational diseases, and that you have not made any report of or opposed any fraud or other wrong doing at the Company and that you have not been retaliated against for reporting or opposing any alleged fraud or other wrongdoing at the Company.", "references": ["Survival", "Modifications", "Confidentiality", "Integration", "Benefits", "Assignments", "Taxes", "Expenses", "Base Salary", "Miscellaneous", "Anti-Corruption Laws", "Cooperation", "Withholdings", "Existence", "Death", "Vesting", "Agreements", "Non-Disparagement", "Brokers", "Subsidiaries", "Releases", "Tax Withholdings", "Participations", "Definitions", "Financial Statements", "Enforcements", "Interpretations", "Warranties", "Liens", "Indemnifications", "Representations"], "gold": ["Representations"]}
+{"input": "Each of the parties hereto (a)\u00a0irrevocably submits to the personal jurisdiction of the federal or state courts of the State of Delaware in the event any dispute arises out of or related to this Agreement or the transactions contemplated hereby, (b)\u00a0agrees that it shall not bring any action, suit, or other legal proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any court other than the federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (c)\u00a0agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (d)\u00a0irrevocably and unconditionally consents to service of process by first class certified mail, return-receipt requested, postage prepaid, to the address of such party\u2019s principal place of business or as otherwise provided by applicable law. Each of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action, suit, or other legal proceeding arising out of or related to this Agreement, (i)\u00a0any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii)\u00a0that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise), and (iii)\u00a0to the fullest extent permitted by applicable law, that (x)\u00a0such action, suit, or other legal proceeding in any such court is brought in an inconvenient forum, (y)\u00a0the venue of such action, suit, or other legal proceeding is improper, or (z)\u00a0this Agreement, or the subject matter hereof, may not be enforced in or by such court.", "references": ["Non-Disparagement", "Further Assurances", "Taxes", "Insurances", "Disability", "Notices", "Vesting", "Amendments", "Interests", "Duties", "Representations", "Consent To Jurisdiction", "Benefits", "Enforcements", "Agreements", "Litigations", "Sales", "Organizations", "Adjustments", "Indemnifications", "Applicable Laws", "Entire Agreements", "Modifications", "Withholdings", "Compliance With Laws", "Construction", "Interpretations", "Brokers", "Assigns", "Records", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The term of Armstrong\u2019s employment with the Company as provided hereunder (the \u201cTerm\u201d) shall commence on the Effective Date and terminate on December 31, 2019; provided, however, that (a) Armstrong may terminate his employment with the Company as of any date prior to December 31, 2019 by giving written notice to the Company at least two weeks prior to the effective date of such termination, (b) at the direction of the Board, the Company may terminate Armstrong\u2019s employment with the Company as of any date prior to December 31, 2019 by giving written notice to Armstrong at least two weeks prior to the effective date of such termination, and (c) Armstrong\u2019s employment relationship with the Company shall automatically terminate in the event of his death. The date as of which the employment relationship terminates shall constitute the \u201cTermination Date\u201d for purposes hereof.", "references": ["Agreements", "Definitions", "Successors", "Non-Disparagement", "Governing Laws", "No Waivers", "Warranties", "Consents", "Arbitration", "Anti-Corruption Laws", "Compliance With Laws", "Integration", "Payments", "Survival", "Powers", "Applicable Laws", "Publicity", "Interests", "Litigations", "Cooperation", "No Defaults", "Organizations", "Duties", "Records", "Headings", "Miscellaneous", "Sales", "Indemnity", "Submission To Jurisdiction", "Benefits", "Terms"], "gold": ["Terms"]}
+{"input": "During the Term, the Executive shall be paid an annual base salary of $425,000, subject to increase for the renewal term (if any) as of January\u00a01, 2019, if so determined by the Compensation Committee.\u00a0 The Executive\u2019s base salary, as may be increased in accordance with this Section\u00a06(a), is hereafter referred to as \u201c Base Salary .\u201d The Base Salary shall be paid in equal installments pursuant to the Company\u2019s customary payroll policies and procedures in force at the time of payment, but in no event less frequently than monthly.", "references": ["Anti-Corruption Laws", "Financial Statements", "Intellectual Property", "Binding Effects", "Integration", "Indemnifications", "Venues", "Taxes", "Governing Laws", "General", "No Conflicts", "Definitions", "Closings", "Duties", "Insurances", "Confidentiality", "Adjustments", "Payments", "Authority", "Waivers", "Entire Agreements", "Waiver Of Jury Trials", "Construction", "Applicable Laws", "Miscellaneous", "Books", "Publicity", "Qualifications", "Liens", "Sales", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The grant of Performance Units shall be subject to the terms and conditions set forth in the applicable Agreement. \u00a0\u00a0\u00a0\u00a0 If a Participant shall be determined, in the sole judgment of the Board, to be guilty of Malfeasance, such Participant shall forfeit all rights to the Performance Units.", "references": ["Governing Laws", "Disability", "Notices", "Integration", "Headings", "Anti-Corruption Laws", "Duties", "Payments", "Terminations", "Indemnifications", "Expenses", "Compliance With Laws", "Closings", "Effective Dates", "Powers", "Cooperation", "Fees", "Enforcements", "Transactions With Affiliates", "Withholdings", "Indemnity", "Confidentiality", "Sanctions", "Jurisdictions", "Waiver Of Jury Trials", "Titles", "Remedies", "Waivers", "Enforceability", "Books", "Terms"], "gold": ["Terms"]}
+{"input": "GEO and its Subsidiaries are (when taken as a whole on a consolidated basis), and immediately after giving effect to the making of the Refinancing Term Loans and the repayment of the Existing Term Loans will be, Solvent.", "references": ["Miscellaneous", "Capitalization", "Disability", "Assigns", "Jurisdictions", "Definitions", "Counterparts", "Participations", "Warranties", "Sanctions", "Amendments", "Entire Agreements", "Brokers", "Withholdings", "Sales", "Cooperation", "Consents", "Titles", "Erisa", "Defined Terms", "Releases", "Expenses", "Binding Effects", "Benefits", "General", "Terminations", "Representations", "Venues", "Duties", "Indemnity", "Solvency"], "gold": ["Solvency"]}
+{"input": "Promptly after the Servicer becomes aware of the occurrence of any ERISA Event, a notice indicating that such event has occurred, accompanied by a written statement of a Financial Officer of Servicer setting forth details of the occurrence referred to therein and stating what action it proposes to take with respect thereto.", "references": ["Capitalization", "Qualifications", "Interests", "Fees", "Governing Laws", "Disability", "Integration", "Participations", "Assigns", "Severability", "Representations", "Arbitration", "Organizations", "Subsidiaries", "No Conflicts", "Submission To Jurisdiction", "Terminations", "Books", "Authorizations", "Modifications", "Powers", "Solvency", "Litigations", "Consents", "Withholdings", "Counterparts", "No Defaults", "Sanctions", "Confidentiality", "Consent To Jurisdiction", "Erisa"], "gold": ["Erisa"]}
+{"input": "Each party\u2019s obligations under this Section\u00a03.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Confidentiality", "Modifications", "Arbitration", "Sales", "Use Of Proceeds", "Powers", "Interpretations", "Fees", "Disclosures", "Participations", "Integration", "Approvals", "Qualifications", "Disability", "Further Assurances", "No Waivers", "Jurisdictions", "Terms", "Governing Laws", "Definitions", "Specific Performance", "Authority", "Organizations", "Effective Dates", "Vesting", "Waivers", "General", "Cooperation", "Erisa", "Warranties", "Survival"], "gold": ["Survival"]}
+{"input": "No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges under the Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.", "references": ["Erisa", "Definitions", "Jurisdictions", "Indemnifications", "Modifications", "Warranties", "Cooperation", "Arbitration", "Capitalization", "Base Salary", "Effectiveness", "Subsidiaries", "Qualifications", "Adjustments", "Governing Laws", "Financial Statements", "Construction", "Submission To Jurisdiction", "Interests", "Venues", "Notices", "Interpretations", "Payments", "Insurances", "Employment", "Expenses", "Remedies", "No Defaults", "Vacations", "Enforceability", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument.", "references": ["Sanctions", "Closings", "Warranties", "Headings", "Survival", "Arbitration", "Consent To Jurisdiction", "Terms", "Tax Withholdings", "Compliance With Laws", "Payments", "Severability", "Remedies", "Applicable Laws", "Terminations", "Waivers", "Expenses", "Authorizations", "Publicity", "Forfeitures", "No Conflicts", "Subsidiaries", "Venues", "Defined Terms", "Enforceability", "Brokers", "Waiver Of Jury Trials", "Change In Control", "Positions", "Intellectual Property", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each of the Loan Parties ( a )\u00a0is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its incorporation or formation except (other than with respect to the Borrower), to the extent that the failure to be organized, existing and in good standing would not reasonably be expected to have a Material Adverse Effect, ( b )\u00a0has the power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such power and authority would not be reasonably expected to have a Material Adverse Effect and ( c )\u00a0is duly qualified and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect.", "references": ["Vacations", "Litigations", "No Conflicts", "Venues", "Use Of Proceeds", "No Waivers", "Vesting", "Notices", "Taxes", "General", "Warranties", "Applicable Laws", "Authority", "Enforceability", "Integration", "Authorizations", "Submission To Jurisdiction", "Duties", "Capitalization", "Benefits", "Governing Laws", "Assigns", "Waivers", "Expenses", "Records", "Survival", "Further Assurances", "Effectiveness", "Approvals", "Specific Performance", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with the provisions of Section 11 hereunder, will pay all of its own expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as HCW shall deem reasonably necessary, (ii) the printing and delivery to HCW of this Agreement and such other documents as may be required by HCW in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to HCW, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to HCW, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the legal fees and disbursements of counsel to HCW reasonably incurred in connection with entering into the transactions contemplated by this Agreement up to $50,000, and the quarterly disbursements of counsel to HCW up to $2,500 per calendar quarter; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, (viii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange, and (ix) all trading, execution, settlement, or wiring fees incurred by HCW in connection with the sale of the Placement Shares.", "references": ["Cooperation", "Interests", "Governing Laws", "Effective Dates", "Organizations", "Participations", "Entire Agreements", "Notices", "Subsidiaries", "Employment", "Financial Statements", "Disability", "Records", "Jurisdictions", "Binding Effects", "Defined Terms", "Releases", "Payments", "Capitalization", "Indemnifications", "General", "Severability", "Solvency", "Assigns", "Sales", "Effectiveness", "Closings", "Brokers", "Survival", "Non-Disparagement", "Expenses"], "gold": ["Expenses"]}
+{"input": "No Loan Party is in default under or with respect to any Contractual Obligation in any respect, which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.", "references": ["Interests", "Solvency", "Vesting", "Modifications", "Authorizations", "Financial Statements", "Sanctions", "Waiver Of Jury Trials", "Disclosures", "Forfeitures", "Terms", "Effective Dates", "Entire Agreements", "Taxes", "Miscellaneous", "Applicable Laws", "Anti-Corruption Laws", "Submission To Jurisdiction", "Non-Disparagement", "No Conflicts", "Consent To Jurisdiction", "General", "Duties", "Fees", "Enforcements", "Further Assurances", "Subsidiaries", "Jurisdictions", "Authority", "Enforceability", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Each of the Issuer, the Noteholder, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent hereby consents to this Amendment.", "references": ["Integration", "Forfeitures", "Duties", "Financial Statements", "Arbitration", "Miscellaneous", "Notices", "Death", "Change In Control", "Defined Terms", "Disclosures", "Transactions With Affiliates", "Definitions", "Approvals", "Modifications", "Cooperation", "Powers", "Brokers", "Interpretations", "Warranties", "Indemnifications", "Non-Disparagement", "Tax Withholdings", "Anti-Corruption Laws", "Titles", "Erisa", "Vesting", "Capitalization", "Specific Performance", "Waiver Of Jury Trials", "Consents"], "gold": ["Consents"]}
+{"input": "Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, fax, cable or electronic communication) and mailed, telegraphed, telexed, faxed, cabled or delivered (including by electronic delivery): if to Borrower, at the address specified below its signature below or in the other relevant Credit Documents; if to Lender at the Notice Office; or, as to Borrower or Lender, at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall, when mailed, telegraphed, telexed, faxed, cabled or sent by electronic mail or overnight courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telex, fax or electronic mail (read receipt requested), except that notices and communications to Lender and Borrower shall not be effective until received by Lender or Borrower, as the case may be, during normal business hours.", "references": ["Authorizations", "Remedies", "Further Assurances", "Waivers", "Disability", "Miscellaneous", "Terminations", "Approvals", "Taxes", "Tax Withholdings", "Adjustments", "Base Salary", "Amendments", "Binding Effects", "Benefits", "Entire Agreements", "Employment", "Insurances", "Vesting", "Death", "Positions", "Applicable Laws", "Titles", "Enforcements", "Venues", "Books", "Successors", "Submission To Jurisdiction", "Representations", "Subsidiaries", "Notices"], "gold": ["Notices"]}
+{"input": "Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of compensation or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock awards under any stock incentive plan of the Company.", "references": ["Use Of Proceeds", "Forfeitures", "Amendments", "Construction", "Headings", "Titles", "Death", "Withholdings", "Brokers", "Books", "Insurances", "Remedies", "No Conflicts", "Representations", "Waiver Of Jury Trials", "Enforceability", "Subsidiaries", "Binding Effects", "Litigations", "Approvals", "Non-Disparagement", "Fees", "Jurisdictions", "Records", "Taxes", "Vacations", "Vesting", "Modifications", "Solvency", "Publicity", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement and all covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates delivered pursuant hereto, shall survive the making by the Agent or any Lender of the Term Loan and the execution and delivery to Agent and the Lenders of this Agreement, and shall continue in full force and effect for until all of the Obligations have been paid in full and all Loan Documents have been terminated. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements in this Agreement contained, by or on behalf of the Parent and the Borrower shall inure to the benefit of the successors and permitted assigns of the Agent and the Lenders.", "references": ["Fees", "Miscellaneous", "Brokers", "Representations", "Jurisdictions", "Insurances", "Vesting", "Records", "Participations", "Cooperation", "Use Of Proceeds", "Governing Laws", "Withholdings", "Applicable Laws", "No Waivers", "Financial Statements", "Definitions", "Approvals", "Expenses", "Capitalization", "Forfeitures", "Non-Disparagement", "Assigns", "Disclosures", "Base Salary", "Defined Terms", "Duties", "Payments", "Venues", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.", "references": ["No Conflicts", "Terms", "Organizations", "Submission To Jurisdiction", "Capitalization", "Vesting", "Litigations", "Use Of Proceeds", "Enforcements", "Consent To Jurisdiction", "Employment", "Anti-Corruption Laws", "Payments", "Defined Terms", "Indemnifications", "Non-Disparagement", "Adjustments", "Assigns", "Liens", "Effectiveness", "Severability", "Assignments", "Further Assurances", "Enforceability", "Effective Dates", "Remedies", "Participations", "No Waivers", "Tax Withholdings", "Forfeitures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Subject to the limitations stated above and in the Plan, these Terms and Conditions and the Grant Notice shall be binding upon Participant and his or her successors in interest and the successors of the Company.", "references": ["Notices", "Vesting", "Miscellaneous", "Defined Terms", "Further Assurances", "Indemnifications", "Applicable Laws", "Adjustments", "No Defaults", "Waivers", "Solvency", "Authority", "Payments", "Specific Performance", "Sales", "Terminations", "No Conflicts", "Modifications", "Definitions", "Litigations", "Assigns", "Powers", "Disability", "Sanctions", "Headings", "Capitalization", "Withholdings", "Cooperation", "Interests", "General", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan.", "references": ["Representations", "Costs", "Terms", "No Waivers", "Interests", "Consent To Jurisdiction", "Waivers", "Litigations", "Waiver Of Jury Trials", "General", "Further Assurances", "Sales", "Confidentiality", "Headings", "Severability", "Use Of Proceeds", "Titles", "Disability", "Effective Dates", "Death", "Erisa", "No Defaults", "Terminations", "Records", "Integration", "Liens", "Warranties", "Authorizations", "Employment", "Participations", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company owns, or has obtained valid and enforceable licenses for, or other rights to use, the Intellectual Property necessary for the conduct of the business of the Company as conducted as of the date of this agreement and as described in the SEC Filings as being owned or licensed by them, except where\u00a0the failure to own, license or have such rights could not reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate. Except as set forth in Schedule 3.15 (a)\u00a0to the Company\u2019s Knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which is licensed to the Company as described in the SEC Filings or where such rights could not reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate, (b)\u00a0there is no pending or, to the Company\u2019s Knowledge, threat of any, action, suit, proceeding or claim by others challenging the Company\u2019s rights in or to,\u00a0or the validity, enforceability, or scope of, any Intellectual Property owned by or licensed to the Company or claiming that the use of any Intellectual Property by the Company in its businesses as conducted as of the date of this agreement infringes, violates or otherwise conflicts with the intellectual property rights of any third party, and (c) to the Company\u2019s Knowledge, the use by the Company of any Intellectual Property by the Company in its businesses as conducted as of the date of this agreement does not infringe, violate or otherwise conflict with the intellectual property rights of any third party.", "references": ["Costs", "Qualifications", "Terminations", "Capitalization", "Venues", "Effectiveness", "Amendments", "Releases", "Expenses", "Representations", "Withholdings", "Confidentiality", "Existence", "Sales", "Effective Dates", "No Conflicts", "Compliance With Laws", "Waiver Of Jury Trials", "No Defaults", "Interests", "Severability", "Disability", "Consents", "Fees", "Defined Terms", "Remedies", "Binding Effects", "Authorizations", "Vacations", "Books", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "THE COMPANY AND THE HOLDER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE OTHER TRANSACTION DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS EXCEPT TO THE EXTENT NECESSARY TO ENFORCE RIGHTS AGAINST THE COLLATERAL.\u00a0 THE COMPANY AND THE HOLDER HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.\u00a0 THE COMPANY AND THE HOLDER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS NOTE AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.", "references": ["Vacations", "Confidentiality", "Subsidiaries", "Insurances", "Qualifications", "Tax Withholdings", "Capitalization", "Authority", "Effective Dates", "Employment", "Sanctions", "Death", "Amendments", "Costs", "Warranties", "Representations", "Disclosures", "Integration", "Powers", "Books", "Cooperation", "Notices", "Fees", "Anti-Corruption Laws", "Jurisdictions", "Entire Agreements", "Interests", "Approvals", "Applicable Laws", "Duties", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "In the event that any mortgagee or its respective successor in title shall succeed to the interest of Landlord hereunder, the liability of such mortgagee or successor shall exist only so long as it is the owner of the Premises or any interest therein, or is the tenant under any ground or underlying lease referred to in Section\u00a021.1 above. No additional rent or any other charge shall be paid more than ten (10) days prior to the due date thereof and payments made in violation of this provision shall (except to the extent that such payments are actually received by a mortgagee) be a nullity as against any mortgagee and Tenant shall be liable for the amount of such payments to such mortgagee.", "references": ["Warranties", "No Waivers", "Integration", "Solvency", "Indemnifications", "Tax Withholdings", "Sanctions", "Participations", "Effective Dates", "Cooperation", "Erisa", "Costs", "Approvals", "Qualifications", "Interpretations", "Notices", "Powers", "Death", "No Defaults", "Payments", "Subsidiaries", "Indemnity", "Agreements", "Transactions With Affiliates", "Change In Control", "Disclosures", "Fees", "Enforcements", "Modifications", "Anti-Corruption Laws", "Assignments"], "gold": ["Assignments"]}
+{"input": "The execution, delivery and performance by the Borrower, the Company and each other Guarantor of this Agreement and the other Loan Documents to which the Borrower, the Company or such other Guarantor is or is to become a party and the transactions contemplated hereby and thereby do not require the Borrower, the Company or any Guarantor to obtain the approval or consent of, or require the filing by the Borrower, the Company or any Guarantor with, any governmental agency or authority, or any third party, other than those already obtained or made.", "references": ["Taxes", "Capitalization", "Binding Effects", "Tax Withholdings", "No Defaults", "Adjustments", "Assigns", "Cooperation", "Defined Terms", "Change In Control", "Consent To Jurisdiction", "Duties", "Amendments", "General", "Authorizations", "Definitions", "Construction", "Modifications", "Brokers", "Counterparts", "Enforcements", "Costs", "Records", "Interpretations", "Interests", "Arbitration", "Forfeitures", "Employment", "Non-Disparagement", "Survival", "Consents"], "gold": ["Consents"]}
+{"input": "The Company shall be entitled to withhold from amounts to be paid to any Eligible Participant hereunder any federal, state or local withholding or other taxes or charges (or foreign equivalents of such taxes or charges) which it is from time to time required to withhold under applicable law or regulation.", "references": ["Representations", "Costs", "Vacations", "Qualifications", "Entire Agreements", "Releases", "Integration", "Records", "Notices", "Sanctions", "Binding Effects", "Waivers", "Closings", "Adjustments", "Approvals", "Benefits", "Disclosures", "Subsidiaries", "Erisa", "Terms", "Terminations", "Survival", "Authority", "Enforceability", "Positions", "General", "Base Salary", "Specific Performance", "Change In Control", "Liens", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Company and any Restricted Subsidiary (other than any Immaterial Subsidiary) will (a) do all things necessary to preserve and keep in full force and effect the Company\u2019s existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided , however , that nothing in this Section 8.04 shall prevent (i) the permitting to lapse or termination of the corporate existence and/or the rights and franchises of any Material Subsidiary if such lapse or termination is in the interest of the Company and is not materially disadvantageous to the Lenders, (ii) the Dispositions and licenses of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Sections 9.02 or 9.11 , (iii) the abandonment or allowing the expiration or lapse by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iv) the withdrawal by the Company or such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Construction", "Employment", "Vesting", "Terms", "Taxes", "Severability", "Successors", "Notices", "Subsidiaries", "Indemnity", "Compliance With Laws", "Applicable Laws", "Duties", "Positions", "Assigns", "Interpretations", "Venues", "Jurisdictions", "Litigations", "Sales", "Adjustments", "Payments", "Death", "Approvals", "Anti-Corruption Laws", "Integration", "Participations", "Benefits", "Solvency", "Closings", "Existence"], "gold": ["Existence"]}
+{"input": "Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings set forth therein, unless otherwise defined herein.", "references": ["Jurisdictions", "Amendments", "Solvency", "Effectiveness", "Litigations", "Integration", "Payments", "Death", "Intellectual Property", "Expenses", "Terms", "Governing Laws", "Indemnity", "Base Salary", "Fees", "No Defaults", "Construction", "Definitions", "Applicable Laws", "Anti-Corruption Laws", "Records", "Employment", "Headings", "Submission To Jurisdiction", "Indemnifications", "Financial Statements", "Further Assurances", "Disclosures", "Warranties", "Assigns", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Agreement, including all Exhibits attached hereto, the Subsidiary REIT Agreement, as well as any and all other written agreement between the Partnership and a Partner, constitute the entire agreement among the Parties pertaining to the subject matter hereof. This Agreement supersedes any prior agreement or understanding among the Parties with respect to the subject matter hereof, but shall not amend, modify, supersede or in any way affect any other agreement or understanding among the Parties or their Affiliates that does not relate to the subject matter hereof.", "references": ["Powers", "Employment", "Compliance With Laws", "Base Salary", "Death", "Notices", "Remedies", "Vacations", "Integration", "Survival", "Interests", "Expenses", "Warranties", "Authority", "Capitalization", "Venues", "Adjustments", "Records", "Indemnifications", "Sales", "Vesting", "Consent To Jurisdiction", "Governing Laws", "Positions", "Subsidiaries", "General", "Amendments", "Forfeitures", "Indemnity", "Insurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)) ) or (ii) the determination by the Administrative Agent and the L/C Issuers that there exists excess Cash Collateral; provided , \u00a0 however , (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuers may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Effectiveness", "Integration", "Fees", "Sanctions", "Subsidiaries", "Litigations", "Duties", "Qualifications", "Disclosures", "Forfeitures", "Costs", "Definitions", "Submission To Jurisdiction", "Capitalization", "Waivers", "Closings", "Venues", "Sales", "General", "No Waivers", "Defined Terms", "Employment", "Benefits", "Agreements", "Terminations", "Amendments", "Books", "Warranties", "Tax Withholdings", "Indemnity", "Releases"], "gold": ["Releases"]}
+{"input": "The Company and Executive agree that this Release may be executed in any number of counterparts (including via electronic signatures and exchange of PDF documents via email), each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.", "references": ["Tax Withholdings", "Miscellaneous", "Publicity", "Submission To Jurisdiction", "Solvency", "Jurisdictions", "Sales", "Notices", "Anti-Corruption Laws", "Titles", "Withholdings", "Enforcements", "Participations", "Construction", "Use Of Proceeds", "Consent To Jurisdiction", "Base Salary", "Qualifications", "Waiver Of Jury Trials", "Adjustments", "Fees", "Benefits", "Warranties", "Venues", "Death", "Litigations", "Applicable Laws", "Existence", "Records", "Organizations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment shall be governed by and construed exclusively in accordance with the laws of the State of New York, United States of America, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of the State of New York to the rights and duties of the parties hereto.", "references": ["Vacations", "Transactions With Affiliates", "No Defaults", "Authorizations", "Construction", "Severability", "Compliance With Laws", "Duties", "Enforceability", "Assigns", "Effectiveness", "Consent To Jurisdiction", "Anti-Corruption Laws", "Change In Control", "Arbitration", "Insurances", "Successors", "Tax Withholdings", "Confidentiality", "Miscellaneous", "Liens", "Solvency", "Assignments", "Terms", "Amendments", "Venues", "Remedies", "Closings", "Enforcements", "Powers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "OBLIGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS SECURITY AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS SECURITY AGREEMENT OR ARISING FROM OR RELATING TO ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS SECURITY AGREEMENT, AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.", "references": ["Death", "Subsidiaries", "Miscellaneous", "Use Of Proceeds", "Integration", "Modifications", "Severability", "Successors", "Amendments", "Entire Agreements", "Terminations", "Duties", "Records", "Disclosures", "Confidentiality", "Sanctions", "Tax Withholdings", "Definitions", "Existence", "Effective Dates", "Non-Disparagement", "Transactions With Affiliates", "Further Assurances", "Compliance With Laws", "Specific Performance", "Benefits", "No Waivers", "Authority", "Governing Laws", "Waivers", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "In the case of the SPV, no proceeds of any Investment or Reinvestment will be used by it (i)\u00a0to acquire any security in any transaction which is subject to Section\u00a013 or 14 of the Securities Exchange Act of 1934, (ii)\u00a0to acquire any equity security of a class which is registered pursuant to Section\u00a012 of such act (iii)\u00a0for any other purpose that violates applicable Law, including Regulation U of the Federal Reserve Board, (iv)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (v)\u00a0in a manner that would result in the violation of any Sanctions applicable to the SPV.", "references": ["Consents", "Taxes", "Participations", "General", "Integration", "Authority", "Powers", "Survival", "Assignments", "Withholdings", "Benefits", "Costs", "Entire Agreements", "Records", "Submission To Jurisdiction", "Counterparts", "Liens", "Vesting", "Agreements", "No Conflicts", "Subsidiaries", "Fees", "Closings", "Erisa", "Enforceability", "Employment", "Insurances", "Waivers", "Interpretations", "Change In Control", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement supersedes any existing employment agreement and/or offer letter in its entirety. No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof.", "references": ["Cooperation", "Specific Performance", "Vesting", "Arbitration", "Definitions", "Waiver Of Jury Trials", "Assigns", "Disclosures", "Intellectual Property", "Applicable Laws", "Miscellaneous", "Waivers", "Submission To Jurisdiction", "Indemnity", "Payments", "Withholdings", "Fees", "Agreements", "Effectiveness", "Venues", "Forfeitures", "Integration", "Consent To Jurisdiction", "No Conflicts", "Successors", "Terminations", "Interpretations", "Confidentiality", "Disability", "Construction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Promptly, upon the reasonable request of the Administrative Agent, at the Borrowers\u2019 expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority (subject to the terms of the Intercreditor Agreement) of the Liens on the Collateral covered thereby subject to no other Liens except Permitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Upon the exercise by the Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent may reasonably require. The Administrative Agent shall, at the Borrowers\u2019 expense and upon receipt of any certifications reasonably requested by the Administrative Agent in connection therewith, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release a Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents. If requested by the Administrative Agent or any Lender, the Company will, and will cause each of its Restricted Subsidiaries to cooperate with and provide any information necessary for the Administrative Agent or such Lender, as the case may be, to conduct its flood due diligence and flood insurance compliance.", "references": ["Employment", "Specific Performance", "Authorizations", "Publicity", "No Waivers", "Anti-Corruption Laws", "Interpretations", "Qualifications", "Capitalization", "Enforceability", "Releases", "Effectiveness", "Intellectual Property", "Amendments", "Indemnifications", "Forfeitures", "Entire Agreements", "Authority", "Applicable Laws", "Duties", "Non-Disparagement", "Existence", "Change In Control", "Transactions With Affiliates", "Tax Withholdings", "Payments", "Financial Statements", "Remedies", "Headings", "Brokers", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Seller Parties have filed through the date hereof, and shall file through the date of Closing, all income, franchise, property, ad valorem, sales, payroll, and other tax returns and other reports which they are required by law to file and have paid all taxes which have or will become due pursuant to applicable law, such returns, or any assessment received by them. All such tax returns accurately reflected in all material respects the taxes due and conformed to applicable law. None of Seller Parties has received any notice of a proposed assessment of a tax. The federal income tax returns of Seller Parties have not been examined or audited by the Internal Revenue Service (the \u201cIRS\u201d) for any year since 2011. None of Seller Parties (a) has filed any consent or agreement under Section 341(f) of the Internal Revenue Code; (b) executed any waiver of statutes of limitation for federal income or other tax liability; (c) joined in the filing of consolidated returns for any year; or (d) been required to file a consolidated return in any year.", "references": ["Arbitration", "Transactions With Affiliates", "Releases", "Enforcements", "Notices", "Indemnifications", "Specific Performance", "Base Salary", "Intellectual Property", "Construction", "Agreements", "Interests", "Headings", "Vesting", "Records", "Consents", "Non-Disparagement", "Authority", "Erisa", "Liens", "Titles", "Jurisdictions", "Waiver Of Jury Trials", "Defined Terms", "Interpretations", "Approvals", "Withholdings", "Integration", "Effectiveness", "Closings", "Taxes"], "gold": ["Taxes"]}
+{"input": "The authorized capital stock or other capitalization of each Credit Party, as applicable, is as set forth in Schedule 7.4(a) attached hereto. Schedule 7.4(a) shall specify, for each Credit Party, the total number of authorized shares of capital stock or other securities (or functional equivalents thereof in the applicable jurisdiction), and of such authorized shares or securities, the number which are designated as Common Stock, the number designated as preferred stock (the \u201c Preferred Stock \u201d), or any other applicable designations. Schedule 7.4(a) shall also specify, for each Credit Party, as applicable, as of the date hereof, the number of shares of Common Stock issued and outstanding and the number of shares of Preferred Stock issued and outstanding, or, if applicable, the number and classes of other securities issued and outstanding, and the names and amounts of such stock other securities owned by each Person who is a stockholder or owner of other securities in any Credit Party. All of the outstanding shares of capital stock or other securities of each Credit Party are validly issued, fully paid and non-assessable, have been issued in compliance with all foreign, federal and state securities laws and none of such outstanding shares or other securities were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. As of the date of this Agreement, no shares of capital stock or other securities of any Credit Party are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by any Credit Parties. The Common Stock is currently quoted by the Principal Trading Market on the OTC \u201cPink\u201d under the trading symbol \u201cPACV\u201d. The Borrower has received no notice, either oral or written, with respect to the continued eligibility of the Common Stock for quotation on the Principal Trading Market, and the Borrower has maintained all requirements on its part for the continuation of such quotation. Except for the securities to be issued pursuant to this Agreement, and except as set forth in Schedule 7.4(b) , as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock or other securities of any Credit Party, or contracts, commitments, understandings or arrangements by which any Credit Party is or may become bound to issue additional shares of capital stock or other securities of any Credit Party, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock or other securities of any Credit Party; (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other contracts or instruments evidencing Funded Indebtedness of any Credit Party, or by which any Credit Party is or may become bound; (iii)\u00a0there are no outstanding registration statements with respect to any Credit Party or any of its securities and there are no outstanding comment letters from any Governmental Authority with respect to any securities of any Credit Party; (iv)\u00a0there are no agreements or arrangements under which any Credit Party is obligated to register the sale of any of its securities under the Securities Act or any other laws of any Governmental Authority; (v) there are no financing statements or other security interests or Liens filed with any Governmental Authority securing any obligations of any Credit Party, or filed in connection with any assets or properties of any Credit Party; (vi)\u00a0there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) there are no outstanding securities or instruments of any Credit Party which contain any redemption or similar provisions, and there are no contracts or agreements by which any Credit Party is or may become bound to redeem a security of any Credit Party. Borrower has furnished to the Lender true, complete and correct copies of, as applicable, each Credit Parties\u2019 respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar organizational and governing documents. Except for the documents delivered to Lender in accordance with the immediately preceding sentence, there are no other shareholder agreements, voting agreements, operating agreements, or other contracts or agreements of any nature or kind that restrict, limit or in any manner impose obligations, restrictions or limitations on the governance of any Credit Party.", "references": ["Indemnifications", "Construction", "Costs", "Powers", "Venues", "Litigations", "Cooperation", "Payments", "Qualifications", "Miscellaneous", "Vesting", "Waivers", "Approvals", "Brokers", "Definitions", "Consent To Jurisdiction", "Binding Effects", "Sales", "Withholdings", "Severability", "Vacations", "Arbitration", "Adjustments", "Non-Disparagement", "Use Of Proceeds", "Expenses", "Closings", "Amendments", "Governing Laws", "Change In Control", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "(i) To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least five Business Days (or such shorter period of time as may be agreed by the Administrative Agent and such Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension) a notice (which shall include wording agreed with such Issuing Bank) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the name of the account party (which may, at the option of the Borrower Representative, list any Loan Party or one or more Subsidiaries of any Borrower; provided that the listing of such Guarantor or Subsidiaries shall not create any obligations of such entity under this Agreement and the Borrowers shall remain at all times responsible for the obligations and agreements under the Loan Documents with respect to all Letters of Credit), the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.05(c), the amount of such Letter of Credit, the currency of denomination, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.\u00a0 If requested by an Issuing Bank, the Borrower Representative also shall submit a letter of credit application on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit.\u00a0 A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (x) the LC Exposure shall not exceed $250,000,000 and (y) the sum of the total Credit Exposures shall not exceed the total Commitments.", "references": ["Miscellaneous", "Compliance With Laws", "Costs", "Agreements", "Vesting", "Closings", "Defined Terms", "Benefits", "Qualifications", "Fees", "Waivers", "Authority", "Remedies", "Anti-Corruption Laws", "Successors", "Authorizations", "Applicable Laws", "Erisa", "Death", "Interests", "Litigations", "Further Assurances", "Waiver Of Jury Trials", "Consents", "Insurances", "No Waivers", "Indemnity", "Adjustments", "Solvency", "Records", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Executive shall perform such management duties for the Company and its affiliates as may from time to time be assigned and which are consistent with his title of Chief Financial Officer. The Executive hereby promises to perform and discharge, well and faithfully, all duties of his position. If Executive is elected as a director or officer of any affiliate of the Company, the Executive shall serve in such capacity or capacities without further compensation.", "references": ["Arbitration", "Warranties", "Effective Dates", "Confidentiality", "Use Of Proceeds", "Titles", "Jurisdictions", "Binding Effects", "Base Salary", "Venues", "Terms", "Terminations", "Withholdings", "Fees", "Tax Withholdings", "Definitions", "Defined Terms", "Enforcements", "Liens", "Entire Agreements", "Interpretations", "Integration", "No Defaults", "Organizations", "Indemnity", "Approvals", "Existence", "Modifications", "Agreements", "Solvency", "Duties"], "gold": ["Duties"]}
+{"input": "The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection with their respective businesses as presently conducted and which the failure to so have could have a Material Adverse Effect (collectively, the \u201c Intellectual Property Rights \u201d). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights except as disclosed in Schedule 3.1(q) . The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Material Agreements not entered into in the ordinary course of business have been filed with the Commission.", "references": ["Tax Withholdings", "Defined Terms", "Representations", "Jurisdictions", "Miscellaneous", "Enforceability", "Liens", "Headings", "Binding Effects", "Brokers", "Interpretations", "Publicity", "Governing Laws", "Records", "Venues", "Payments", "Warranties", "Qualifications", "Adjustments", "Severability", "Waiver Of Jury Trials", "Waivers", "Benefits", "Assignments", "Authority", "Financial Statements", "Disability", "Indemnifications", "Entire Agreements", "Expenses", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of the State of Kansas without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts of Johnson County, Kansas. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Financial Statements", "Organizations", "Publicity", "No Conflicts", "Books", "Death", "Authorizations", "Confidentiality", "Fees", "Interests", "Binding Effects", "Terms", "Erisa", "Withholdings", "No Defaults", "Liens", "Taxes", "Arbitration", "Enforceability", "Use Of Proceeds", "Modifications", "Notices", "Employment", "Positions", "Solvency", "Jurisdictions", "Miscellaneous", "Successors", "Amendments", "Powers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company has no direct or indirect subsidiaries.", "references": ["Adjustments", "Notices", "Authority", "Survival", "Terminations", "Indemnity", "No Defaults", "Erisa", "Consent To Jurisdiction", "Specific Performance", "Positions", "Sanctions", "Organizations", "Sales", "Definitions", "Assigns", "Insurances", "Defined Terms", "Construction", "Non-Disparagement", "Intellectual Property", "Venues", "Integration", "Titles", "Qualifications", "Vesting", "Governing Laws", "Costs", "Books", "Expenses", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received when delivered in person or on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested: to the address of the Company\u2019s principal offices, Attention: General Counsel, if to the Company; and to the home address of the Employee on file with the Company if to the Employee.", "references": ["Severability", "Further Assurances", "Effectiveness", "Interests", "Venues", "Remedies", "Disability", "Indemnifications", "Litigations", "Intellectual Property", "Titles", "Agreements", "Anti-Corruption Laws", "Non-Disparagement", "Miscellaneous", "Consents", "Counterparts", "Financial Statements", "Assignments", "Assigns", "No Conflicts", "Capitalization", "Publicity", "Terms", "Headings", "Death", "Definitions", "Disclosures", "Indemnity", "Change In Control", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same document, and each party hereto may execute this Amendment by signing any of such counterparts.", "references": ["Organizations", "Indemnity", "Publicity", "Liens", "No Defaults", "Terms", "Interests", "Binding Effects", "Enforcements", "Sales", "Solvency", "Effectiveness", "Erisa", "Non-Disparagement", "Releases", "Forfeitures", "Intellectual Property", "Vacations", "Confidentiality", "Qualifications", "Financial Statements", "Compliance With Laws", "Integration", "Entire Agreements", "Jurisdictions", "Modifications", "Positions", "Change In Control", "Assigns", "Litigations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "During the Employment Period, Executive will be entitled to benefits including: (1) vacation and other benefits generally available to other senior executives of the Company from time to time; (2) payment by the Company for the cost of weekly airfare (coach, planned in advance) between San Francisco and Salt Lake City for twelve (12) months from the Start Date; (3) receipt of a $5,000.00 per month stipend for twelve (12) months from the Start Date, to be used for temporary housing (with any unused amount retained by the Executive); and (4) receipt of up to $75,000.00 in reimbursement allowance for the cost of reasonable relocation expenses, including travel related to searching for housing, costs of moving Executive\u2019s family and property, and up to 50% of the property seller\u2019s brokerage commission related to the disposition of the Executive\u2019s principal residence. If the Executive fails to relocate within 24 months of the Start Date, the relocation reimbursement shall expire. The foregoing shall not be construed to require the Company to establish such benefit plans or to prevent the modification or termination of such benefit plans once established, and no such action or failure thereof shall affect this Agreement. Executive recognizes that the Company and its affiliates have the right, in their sole discretion, to amend, modify or terminate any benefit plans without creating any rights for Executive.", "references": ["Closings", "Assigns", "Enforcements", "Vesting", "Waivers", "Payments", "No Waivers", "Assignments", "Adjustments", "Definitions", "Releases", "Jurisdictions", "Death", "Further Assurances", "Successors", "Authority", "Entire Agreements", "Use Of Proceeds", "Enforceability", "Venues", "General", "Sanctions", "Insurances", "Disclosures", "Miscellaneous", "Liens", "Financial Statements", "Severability", "Anti-Corruption Laws", "No Conflicts", "Benefits"], "gold": ["Benefits"]}
+{"input": "Borrower and its Subsidiaries, on a consolidated basis, are Solvent, both before and after taking into account the Transactions.", "references": ["Non-Disparagement", "Records", "Vacations", "Subsidiaries", "Employment", "Disability", "Authority", "Enforceability", "Cooperation", "Sanctions", "Financial Statements", "Waivers", "Payments", "General", "Titles", "Confidentiality", "Notices", "Further Assurances", "Indemnifications", "Compliance With Laws", "Expenses", "Closings", "Change In Control", "Base Salary", "Governing Laws", "Effective Dates", "Brokers", "Assignments", "Participations", "No Defaults", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Committee may specify in an Award Agreement that the Participant\u2019s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service for Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination of Service.", "references": ["Intellectual Property", "Anti-Corruption Laws", "Governing Laws", "No Conflicts", "Notices", "Effectiveness", "Death", "Authorizations", "Warranties", "Terms", "Participations", "Submission To Jurisdiction", "Assigns", "Waivers", "Subsidiaries", "Non-Disparagement", "Costs", "Survival", "Integration", "Disclosures", "Benefits", "Capitalization", "Vacations", "Use Of Proceeds", "Titles", "Indemnity", "Definitions", "Records", "Headings", "No Defaults", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Grantor shall immediately discharge any lien not approved by Beneficiary in writing that has or may attain priority over this Deed of Trust. Grantor shall pay prior to delinquency all obligations secured by or reducible to liens and encumbrances which shall now or hereafter encumber or appear to encumber all or any part of the Subject Property or any interest therein, whether senior or subordinate hereto.", "references": ["Fees", "Consent To Jurisdiction", "Solvency", "Tax Withholdings", "Qualifications", "Remedies", "Erisa", "Transactions With Affiliates", "Books", "Organizations", "Severability", "Vacations", "Adjustments", "Participations", "Death", "Authority", "Duties", "Withholdings", "Representations", "Applicable Laws", "Non-Disparagement", "Further Assurances", "Approvals", "Waiver Of Jury Trials", "Brokers", "Litigations", "Terminations", "Titles", "Positions", "Anti-Corruption Laws", "Liens"], "gold": ["Liens"]}
+{"input": "The words such as \u201cherein,\u201d \u201chereinafter,\u201d \u201chereof,\u201d and \u201chereunder\u201d refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural, and vice versa, unless the context otherwise requires. The masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires.", "references": ["Assigns", "Waiver Of Jury Trials", "Brokers", "Applicable Laws", "Further Assurances", "Erisa", "Closings", "No Conflicts", "Indemnifications", "Insurances", "Fees", "Publicity", "Submission To Jurisdiction", "Counterparts", "Terminations", "Expenses", "Integration", "Severability", "Jurisdictions", "Taxes", "Compliance With Laws", "Duties", "Representations", "Indemnity", "Notices", "No Defaults", "Venues", "Vacations", "Forfeitures", "Definitions", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Third Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract and shall become effective as provided in Section\u00a03.\u00a0 Delivery of an executed signature page\u00a0to this Third Amendment by facsimile or other electronic transmission (including \u201cpdf\u201d) shall be as effective as delivery of a manually signed counterpart of this Third Amendment.", "references": ["Miscellaneous", "Modifications", "Definitions", "Disclosures", "Amendments", "Confidentiality", "Entire Agreements", "Representations", "Powers", "Venues", "No Conflicts", "Organizations", "Taxes", "Specific Performance", "Change In Control", "Severability", "Intellectual Property", "Closings", "Litigations", "Notices", "Survival", "Positions", "Tax Withholdings", "Arbitration", "Construction", "Transactions With Affiliates", "Financial Statements", "Waiver Of Jury Trials", "Defined Terms", "Sales", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Seller\u2019s or Guarantor\u2019s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Seller or Guarantor as a \u201cgoing concern\u201d or a reference of similar import.", "references": ["Adjustments", "Expenses", "Indemnifications", "Powers", "Disclosures", "Definitions", "Consents", "Enforceability", "Agreements", "Warranties", "Assigns", "Publicity", "Withholdings", "Base Salary", "Confidentiality", "Assignments", "Subsidiaries", "Counterparts", "Indemnity", "Submission To Jurisdiction", "Litigations", "Qualifications", "Miscellaneous", "Authority", "Erisa", "Specific Performance", "Venues", "Taxes", "Enforcements", "Liens", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (B) the approvals, consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (C) those approvals, consents, registrations or other actions or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or order of any Governmental Authority or (ii) the charter, by-laws or other organizational documents of any Loan Party, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any material asset of any Loan Party (other than pursuant to the Loan Documents and Liens permitted by Section 6.02); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect.", "references": ["Erisa", "Transactions With Affiliates", "Financial Statements", "Expenses", "Intellectual Property", "Books", "No Waivers", "Vesting", "Compliance With Laws", "Confidentiality", "Miscellaneous", "Governing Laws", "Brokers", "Submission To Jurisdiction", "Capitalization", "Taxes", "Duties", "Qualifications", "Non-Disparagement", "Binding Effects", "Existence", "Organizations", "Notices", "Base Salary", "Solvency", "Insurances", "Assignments", "Amendments", "Costs", "Fees", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "As discussed above, the Company shall be entitled to terminate Executive at any time and for any reason, and Executive shall be entitled to resign at any time and for any reason. Executive may, however, be entitled to receive certain severance benefits in connection with his separation from employment under the Company\u2019s Change of Control and Severance Policy (the \u201c Severance Policy \u201d). Any such severance, if applicable, will be subject to the terms and conditions of the Severance Policy, as may be amended or modified from time to time.", "references": ["Employment", "Definitions", "Jurisdictions", "Indemnity", "Assignments", "Anti-Corruption Laws", "Terms", "Withholdings", "Confidentiality", "Further Assurances", "Titles", "Defined Terms", "Subsidiaries", "No Waivers", "Remedies", "Participations", "Waiver Of Jury Trials", "No Defaults", "Transactions With Affiliates", "Closings", "Enforcements", "Counterparts", "Arbitration", "Records", "Integration", "Assigns", "Binding Effects", "Payments", "Interests", "Insurances", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own and lease its property, to carry on its business as presently conducted and as proposed to be conducted (as previously disclosed to the Buyer) and to execute and deliver, and to perform all of its obligations under, this Purchase Agreement, the Note and the Warrant (collectively, the \u201cCompany Documents\u201d).", "references": ["Qualifications", "Solvency", "Interpretations", "Binding Effects", "Counterparts", "Enforcements", "Compliance With Laws", "Books", "Duties", "Consent To Jurisdiction", "No Waivers", "Enforceability", "Tax Withholdings", "Insurances", "Submission To Jurisdiction", "Construction", "Expenses", "Taxes", "Sales", "Brokers", "Specific Performance", "Existence", "Consents", "Indemnity", "Costs", "Definitions", "Vacations", "Capitalization", "Terminations", "Confidentiality", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company, the Guarantors, their respective officers, and the several Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i)\u00a0any investigation made by or on behalf of the Company, the Guarantors, their respective officers or directors or any controlling person referred to in Section\u00a08 hereof or any Initial Purchaser, its affiliates, directors, officers and controlling persons and (ii)\u00a0delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 5, 8, 9, 13, 14, 15 and 16 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.", "references": ["Tax Withholdings", "Authority", "No Waivers", "Powers", "Erisa", "Defined Terms", "Headings", "Releases", "Publicity", "Assigns", "Effectiveness", "Successors", "Payments", "Assignments", "Qualifications", "No Conflicts", "Closings", "Anti-Corruption Laws", "Governing Laws", "Agreements", "Applicable Laws", "Disability", "Remedies", "Interpretations", "Fees", "Duties", "Terms", "Transactions With Affiliates", "Adjustments", "Base Salary", "Survival"], "gold": ["Survival"]}
+{"input": "No member of the Committee or the Board, and no employee of the Company shall be liable for any act or failure to act with respect to the Plan, except in circumstances involving his or her bad faith or willful misconduct, or for any act or failure to act hereunder by any other member of the Committee or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated.\u00a0 The Company shall indemnify members of the Committee and the Board and any agent of the Committee or the Board who is an employee of the Company or a subsidiary against any and all liabilities or expenses to which they may be subjected by reason of any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances involving such person\u2019s bad faith or willful misconduct.", "references": ["Costs", "Agreements", "Definitions", "Enforceability", "Fees", "Counterparts", "Severability", "Effective Dates", "Liens", "Solvency", "Disclosures", "Arbitration", "Books", "Assignments", "Duties", "Transactions With Affiliates", "Titles", "Erisa", "Expenses", "Authorizations", "Entire Agreements", "Interpretations", "Tax Withholdings", "Waivers", "Qualifications", "No Defaults", "Remedies", "Financial Statements", "Further Assurances", "Consent To Jurisdiction", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters.", "references": ["Successors", "No Conflicts", "Sanctions", "Authority", "Jurisdictions", "Consents", "Notices", "Terms", "Indemnity", "Organizations", "Miscellaneous", "Further Assurances", "Defined Terms", "Existence", "Books", "Non-Disparagement", "Counterparts", "Representations", "Survival", "Waivers", "Severability", "Closings", "Adjustments", "Submission To Jurisdiction", "Effective Dates", "Base Salary", "Financial Statements", "Litigations", "Binding Effects", "Compliance With Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "As of the Effective Date, Executive shall serve as Chief Financial Officer of the Corporation. The duties and services required to be performed are described in the job description previously provided to you and shall be consistent with your position and as may be assigned from time to time by the President and Chief Executive Officer and the Corporation\u2019s Board of Directors (the \u201cBoard\u201d). From and after the Effective Date and during the term of this Agreement, Executive shall devote substantially all of his business time to the performance of his duties hereunder unless otherwise authorized by the Board; provided, that Executive may not serve on any public company outside boards without the prior written consent of the Board.", "references": ["Enforcements", "Titles", "Compliance With Laws", "Withholdings", "Qualifications", "Binding Effects", "Miscellaneous", "Employment", "Warranties", "Sanctions", "Taxes", "Base Salary", "No Conflicts", "Indemnifications", "Representations", "Severability", "Transactions With Affiliates", "Tax Withholdings", "Authorizations", "Participations", "Jurisdictions", "Change In Control", "Existence", "Venues", "Enforceability", "Amendments", "Applicable Laws", "Insurances", "Counterparts", "Waivers", "Duties"], "gold": ["Duties"]}
+{"input": "The Requisite Lenders (or, with respect to any Event of Default occurring under Section\u00a011.1(a)\u00a0in respect of the Tranche A Term Loans on the Tranche A Term Loan Maturity Date, at the direction of the Requisite Tranche A Term Loan Lenders with respect to the Tranche A Term Loans and all other related Obligations) may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.", "references": ["Insurances", "Assignments", "Representations", "Consents", "Enforcements", "Waiver Of Jury Trials", "Organizations", "Non-Disparagement", "Positions", "Effectiveness", "Disability", "Counterparts", "Amendments", "Litigations", "Fees", "Indemnity", "Forfeitures", "Sanctions", "Powers", "No Conflicts", "Consent To Jurisdiction", "Taxes", "Duties", "Liens", "Effective Dates", "Solvency", "Interests", "Headings", "Employment", "Expenses", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of a signature page of any Loan Document by telecopy or electronic mail shall be as effective as delivery of a manually executed counterpart of such agreement.", "references": ["Consents", "Disclosures", "Entire Agreements", "Indemnifications", "Effective Dates", "Effectiveness", "Erisa", "No Waivers", "Costs", "Positions", "Releases", "Change In Control", "Adjustments", "Governing Laws", "Organizations", "General", "Transactions With Affiliates", "Tax Withholdings", "Approvals", "Interests", "Qualifications", "Sales", "Fees", "Arbitration", "Compliance With Laws", "Modifications", "Disability", "Publicity", "Successors", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "To the extent consistent with any mandatorily applicable federal law, this Agreement shall be governed by the laws of the State of New York without giving effect to any principles of conflicts of law thereof that would permit or require the application of the law of another jurisdiction and are not mandatorily applicable by law.", "references": ["Approvals", "Subsidiaries", "Cooperation", "Representations", "Closings", "Authority", "Qualifications", "Sales", "Arbitration", "Use Of Proceeds", "Erisa", "Terminations", "Survival", "Notices", "Waivers", "Benefits", "Indemnifications", "Compliance With Laws", "Agreements", "General", "Remedies", "Modifications", "Submission To Jurisdiction", "Disclosures", "Authorizations", "Binding Effects", "Costs", "Positions", "Solvency", "Participations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01 . Capitalized terms, words and phrases not defined in this Section 1.01 (including in the preamble and recitals hereto) will have the meanings ascribed to them in the Indenture.", "references": ["Successors", "Construction", "Further Assurances", "Indemnifications", "No Conflicts", "Assigns", "Vesting", "Definitions", "Liens", "Representations", "Severability", "Non-Disparagement", "Confidentiality", "Integration", "Transactions With Affiliates", "Binding Effects", "Effective Dates", "Subsidiaries", "Notices", "Disclosures", "Intellectual Property", "Disability", "Benefits", "Warranties", "Waiver Of Jury Trials", "Death", "Books", "Capitalization", "Governing Laws", "Arbitration", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Agreement may not be modified or amended except by an agreement in writing signed by the Parties.", "references": ["Change In Control", "Adjustments", "Terms", "Publicity", "Further Assurances", "Specific Performance", "Records", "Fees", "Enforceability", "Closings", "Integration", "Notices", "Disclosures", "Vesting", "Powers", "Consents", "No Waivers", "Authority", "Subsidiaries", "Titles", "Solvency", "Waivers", "Existence", "Effective Dates", "Construction", "Withholdings", "Venues", "General", "Enforcements", "Effectiveness", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of such counterparts taken together shall constitute one and the same instrument.", "references": ["Anti-Corruption Laws", "Assigns", "Powers", "Adjustments", "Payments", "Consents", "Vesting", "Existence", "Organizations", "Miscellaneous", "Brokers", "Effective Dates", "Headings", "Specific Performance", "Notices", "Fees", "Expenses", "Litigations", "Agreements", "Intellectual Property", "Use Of Proceeds", "Subsidiaries", "Solvency", "Severability", "Sanctions", "Effectiveness", "Integration", "Definitions", "Assignments", "No Defaults", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds of the Company.", "references": ["Effective Dates", "Amendments", "Titles", "Employment", "Further Assurances", "Specific Performance", "Headings", "Vacations", "Withholdings", "Enforceability", "Expenses", "Interpretations", "Successors", "Cooperation", "Books", "Adjustments", "Brokers", "Confidentiality", "Anti-Corruption Laws", "Notices", "Authority", "Modifications", "Sanctions", "Organizations", "Indemnity", "Sales", "Change In Control", "Authorizations", "Publicity", "Applicable Laws", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Executive acknowledges that Executive has previously entered into, and continues to be bound by the terms of, the Confidentiality and Non-Solicitation Agreement, dated April 19, 2018, with the Company.", "references": ["Solvency", "Powers", "No Conflicts", "Taxes", "Survival", "Brokers", "Qualifications", "Indemnity", "Miscellaneous", "Terms", "Vesting", "Submission To Jurisdiction", "Organizations", "Death", "Specific Performance", "Entire Agreements", "Successors", "Amendments", "Benefits", "Capitalization", "Severability", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Binding Effects", "Fees", "Vacations", "Approvals", "Applicable Laws", "Enforcements", "Existence", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related in any manner to the subject matter hereof, including without limitation, the Employment Agreement between the Parties dated August 11, 2016.", "references": ["Approvals", "Headings", "Survival", "No Conflicts", "Positions", "Forfeitures", "Indemnity", "General", "Definitions", "Employment", "Severability", "Successors", "Construction", "Change In Control", "Modifications", "Applicable Laws", "Remedies", "Waiver Of Jury Trials", "Warranties", "Effectiveness", "Miscellaneous", "Enforceability", "Notices", "Confidentiality", "Indemnifications", "Waivers", "Withholdings", "Titles", "Submission To Jurisdiction", "Authority", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement (collectively with the Non-Disclosure Agreement) is the final expression of, and contains the entire agreement between, the Parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument, signed by the Party to be charged or by its agent duly authorized in writing, or as otherwise expressly permitted herein.", "references": ["Vesting", "Binding Effects", "Participations", "Headings", "Transactions With Affiliates", "Insurances", "Anti-Corruption Laws", "Publicity", "Notices", "Authority", "No Waivers", "Confidentiality", "Specific Performance", "Titles", "Capitalization", "Non-Disparagement", "Withholdings", "Survival", "Positions", "Governing Laws", "Solvency", "Enforceability", "Adjustments", "Waivers", "Benefits", "Consents", "Counterparts", "Definitions", "Defined Terms", "Fees", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "During the Employment Period, the Executive shall be eligible to accrue and use paid vacation leave in accordance with and subject to the terms of the Company\u2019s written vacation policy for management employees, as in effect from time to time. The Executive shall be entitled to paid personal days on a basis consistent with the Company\u2019s other senior executives, as determined by the CEO or the Board.", "references": ["Survival", "Construction", "Benefits", "Duties", "Taxes", "Confidentiality", "Authorizations", "Powers", "Solvency", "Amendments", "Modifications", "Consent To Jurisdiction", "Releases", "Miscellaneous", "Participations", "Representations", "Brokers", "Subsidiaries", "Remedies", "Expenses", "Publicity", "Integration", "Withholdings", "Applicable Laws", "Organizations", "Venues", "Litigations", "Existence", "Tax Withholdings", "Base Salary", "Vacations"], "gold": ["Vacations"]}
+{"input": "If any payment is not paid when due (whether by acceleration or otherwise) or within ten (10) days thereafter due under this Note or any of the other Loan Documents, Borrower agrees to pay to Lender a late payment fee of five percent (5%) of the payment amount , with a minimum fee of $20.00. After an Event of Default, Borrower agrees to pay to Lender a fixed charge of $25.00, or Borrower agrees that Lender may, without notice, increase the Interest Rate by three percentage points (3%) (the \u201c Default Rate \u201d), for the period of time the default is continuing, whichever is greater. Lender may impose a non-sufficient funds fee for any check that is presented for payment that is returned for any reason. In addition, Lender may charge loan documentation fees as may be reasonably determined by the Lender.", "references": ["Binding Effects", "Records", "Liens", "Vacations", "Interests", "Publicity", "Entire Agreements", "Arbitration", "Agreements", "General", "Survival", "Positions", "Subsidiaries", "Closings", "Change In Control", "Releases", "Sanctions", "Litigations", "Representations", "Enforceability", "Base Salary", "Taxes", "Effectiveness", "Sales", "Qualifications", "Brokers", "Consents", "Existence", "Terms", "Payments", "Fees"], "gold": ["Fees"]}
+{"input": "Executive agrees that he or she shall not disparage, criticize or defame the Company, its affiliates and their respective affiliates, directors, officers, agents, partners, shareholders or employees, either publicly or privately. The Company agrees that it shall not, and it shall instruct its officers and members of its Board to not, disparage, criticize or defame Executive, either publicly or privately. Nothing in this Section 11(b) shall have application to any evidence or testimony required by any court, arbitrator or government agency.", "references": ["Enforcements", "No Waivers", "Authority", "Financial Statements", "Binding Effects", "Withholdings", "Terminations", "Interests", "Use Of Proceeds", "Waiver Of Jury Trials", "Benefits", "Litigations", "No Conflicts", "Insurances", "Representations", "Subsidiaries", "Severability", "Expenses", "Brokers", "Arbitration", "Governing Laws", "Entire Agreements", "Venues", "Books", "Authorizations", "Intellectual Property", "Effectiveness", "Records", "Disability", "Change In Control", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The typewritten or handwritten provisions shall control any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions.\u00a0\u00a0This Lease may be executed in counterparts, each of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement.", "references": ["Venues", "Benefits", "Vesting", "Disclosures", "Duties", "Representations", "Terms", "Capitalization", "Interpretations", "Cooperation", "Participations", "Notices", "Publicity", "Applicable Laws", "Employment", "Amendments", "Books", "Consents", "Authorizations", "Defined Terms", "Terminations", "Governing Laws", "Enforceability", "Organizations", "Headings", "Authority", "Construction", "Powers", "Entire Agreements", "Titles", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section\u00a0(and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section\u00a0and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Insurances", "Warranties", "Fees", "Confidentiality", "Compliance With Laws", "Use Of Proceeds", "Publicity", "Representations", "Releases", "Disability", "Terminations", "Consents", "Effective Dates", "Assignments", "Duties", "Defined Terms", "Governing Laws", "Waivers", "Litigations", "Taxes", "Survival", "Subsidiaries", "General", "Financial Statements", "Records", "Vesting", "Change In Control", "Adjustments", "Notices", "Further Assurances", "Successors"], "gold": ["Successors"]}
+{"input": "Tenant guarantees, warrants and represents that the individual or individuals signing this Amendment on Tenant\u2019s behalf have the power, authority and legal capacity to sign this Amendment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and entities on whose behalf such individual or individuals have signed. Landlord guarantees, warrants and represents that the individual or individuals signing this Amendment on Landlord\u2019s behalf have the power, authority and legal capacity to sign this Amendment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and entities on whose behalf such individual or individuals have signed.", "references": ["Solvency", "Taxes", "Cooperation", "Confidentiality", "Enforcements", "Change In Control", "Participations", "Positions", "Counterparts", "Terminations", "Non-Disparagement", "Costs", "Intellectual Property", "Subsidiaries", "Employment", "No Waivers", "Books", "Erisa", "Entire Agreements", "Consents", "Defined Terms", "Amendments", "General", "Enforceability", "Duties", "Remedies", "Sanctions", "Specific Performance", "Warranties", "Adjustments", "Authority"], "gold": ["Authority"]}
+{"input": "Except as otherwise disclosed on Schedule\u00a05.7 , Borrower will not, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower other than Lender. For the avoidance of doubt, at no time shall Borrower extend any credit to, be owed any trade payable from or be owed any other amount pursuant to any other financing or lending arrangement from, any Affiliate other than Lender and other than as set forth on Schedule 5.7 .", "references": ["Benefits", "Financial Statements", "Warranties", "Participations", "No Defaults", "Forfeitures", "Venues", "Jurisdictions", "Counterparts", "Governing Laws", "Costs", "Applicable Laws", "Sanctions", "Arbitration", "Duties", "Erisa", "Death", "Construction", "Compliance With Laws", "Notices", "Qualifications", "General", "Organizations", "Amendments", "Remedies", "Fees", "Definitions", "Base Salary", "Approvals", "Records", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "If your Service terminates by reason of your Disability, your vested Options may thereafter be exercised for a period of 12 months from the date your Service terminated or until the Expiration Date, whichever period is shorter.", "references": ["Further Assurances", "Tax Withholdings", "Authority", "Participations", "Representations", "Interests", "Change In Control", "Subsidiaries", "Amendments", "No Waivers", "Compliance With Laws", "Fees", "Effective Dates", "Notices", "Interpretations", "Specific Performance", "Jurisdictions", "Remedies", "Agreements", "Books", "Duties", "Records", "Enforcements", "Non-Disparagement", "Authorizations", "Forfeitures", "Benefits", "Base Salary", "Venues", "Successors", "Disability"], "gold": ["Disability"]}
+{"input": "From and after the Effective Date, the Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.", "references": ["Liens", "Anti-Corruption Laws", "Notices", "Confidentiality", "Warranties", "Remedies", "Sanctions", "Vacations", "Adjustments", "Severability", "Miscellaneous", "Participations", "Definitions", "Amendments", "No Waivers", "Titles", "Construction", "Books", "No Conflicts", "Venues", "Transactions With Affiliates", "Submission To Jurisdiction", "Taxes", "Litigations", "Approvals", "Fees", "Solvency", "Modifications", "Waiver Of Jury Trials", "Assignments", "Payments"], "gold": ["Payments"]}
+{"input": "The Company represents and warrants to Starboard that (a)\u00a0the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b)\u00a0this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (c)\u00a0the execution, delivery and performance of this Agreement by the Company does not and will not (i)\u00a0violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii)\u00a0result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or agreement to which the Company is a party or by which it is bound.", "references": ["Records", "Severability", "Interpretations", "Assignments", "Change In Control", "Indemnifications", "No Conflicts", "Confidentiality", "Qualifications", "Assigns", "Subsidiaries", "Releases", "Financial Statements", "Enforcements", "Powers", "Forfeitures", "Employment", "Disclosures", "Adjustments", "Capitalization", "Death", "Existence", "Headings", "Organizations", "Expenses", "Jurisdictions", "Benefits", "Books", "Anti-Corruption Laws", "Intellectual Property", "Representations"], "gold": ["Representations"]}
+{"input": "The Agent and each Lender agrees to hold any confidential information which it may receive from the Borrower in connection with this Agreement in confidence, except for disclosure (a) to its Affiliates and to the Agent and any other Lender and their respective Affiliates, (b) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee or proposed Transferee, (c) to regulatory officials, (d) to any Person as requested pursuant to or as required by law, regulation, or legal process, (e) to any Person in connection with any legal proceeding to which it is a party, (f) to its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, (g) permitted by Section 12.4 , (h) to rating agencies if requested or required by such agencies in connection with a rating relating to the Credit Extensions hereunder and (i) in connection with the exercise of any remedy hereunder or under any other Loan Document. Without limiting Section 9.4 , the Borrower agrees that the terms of this Section 9.11 shall set forth the entire agreement between the Borrower and each Lender (including the Agent) with respect to any confidential information previously or hereafter received by such Lender in connection with this Agreement, and this Section 9.11 shall supersede any and all prior confidentiality agreements entered into by such Lender with respect to such confidential information.", "references": ["Defined Terms", "Intellectual Property", "Duties", "Taxes", "Effective Dates", "Expenses", "Solvency", "Books", "No Conflicts", "Governing Laws", "Indemnity", "Arbitration", "Non-Disparagement", "Compliance With Laws", "Releases", "Submission To Jurisdiction", "Capitalization", "Change In Control", "Fees", "Agreements", "Binding Effects", "Remedies", "Employment", "Sales", "Subsidiaries", "Death", "No Waivers", "Positions", "Applicable Laws", "Disability", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "You agree to cooperate fully with the Company Group, both during and after your employment, with respect to the procurement, maintenance and enforcement of trademarks, copyrights and patents and any other intellectual property rights (in the United States and foreign countries) relating to Developments. You agree to sign all papers, including, without limitation, trademark applications, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development.", "references": ["Use Of Proceeds", "Brokers", "Consents", "Vesting", "Representations", "Indemnifications", "Releases", "Transactions With Affiliates", "Powers", "Books", "Submission To Jurisdiction", "Insurances", "Approvals", "Solvency", "Miscellaneous", "Anti-Corruption Laws", "Sanctions", "Construction", "Compliance With Laws", "Litigations", "Costs", "Notices", "Duties", "Agreements", "Modifications", "Sales", "Intellectual Property", "Death", "Assignments", "Enforcements", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Administrator may, in its sole discretion, make such provisions and take such steps as it may deem necessary or appropriate to satisfy the Withholding Obligations with respect to the issuance of Shares, including deducting the amount of any such Withholding Obligations from any other amount then or thereafter payable to the Participant, requiring the Participant to pay to the Company the amount of such Withholding Obligations or to execute such documents as the Administrator deems necessary or desirable to enable it to satisfy the Withholding Obligations, or any other means provided in the Plan; provided , however , that, the Participant may satisfy any Withholding Obligations by (i) directing the Company to withhold that number of Shares with an aggregate fair market value equal to the amount of the Withholding Obligations or (ii) delivering to the Company such number of previously held Shares that have been owned by the Participant with an aggregate fair market value equal to the amount of the Withholding Obligations.", "references": ["Adjustments", "Change In Control", "Cooperation", "Terms", "Representations", "Specific Performance", "Waiver Of Jury Trials", "General", "Death", "Books", "Consent To Jurisdiction", "Definitions", "Authorizations", "Enforceability", "Compliance With Laws", "Withholdings", "Jurisdictions", "Qualifications", "No Waivers", "Counterparts", "Sales", "Governing Laws", "Titles", "Vesting", "Assignments", "Enforcements", "Capitalization", "Notices", "Miscellaneous", "Transactions With Affiliates", "Taxes"], "gold": ["Taxes"]}
+{"input": "Should any provision of this Separation Agreement be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be affected thereby, and said illegal, unenforceable, or invalid part, term, or provision shall be deemed not to be a part of this Separation Agreement.", "references": ["Terms", "Effective Dates", "Tax Withholdings", "Further Assurances", "General", "Fees", "Defined Terms", "Authority", "Anti-Corruption Laws", "Applicable Laws", "Duties", "Waivers", "Brokers", "Records", "Releases", "Taxes", "Confidentiality", "Venues", "Adjustments", "Effectiveness", "Positions", "Disability", "Disclosures", "Change In Control", "Amendments", "Expenses", "Severability", "Waiver Of Jury Trials", "Costs", "Enforcements", "Integration"], "gold": ["Integration"]}
+{"input": "Each Credit Party hereby releases, acquits, and forever discharges Agent and each of the Lenders, and each and every past and present subsidiary, affiliate, stockholder, officer, director, agent, servant, employee, representative, and attorney of Agent and the Lenders, from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including reasonable attorneys' fees) of any kind, character, or nature whatsoever, known or unknown, fixed or contingent, which such Credit Party may have or claim to have now or which may hereafter arise out of or connected with any act of commission or omission of Agent or the Lenders existing or occurring prior to the date of this Amendment or any instrument executed prior to the date of this Amendment including, without limitation, any claims, liabilities or obligations arising with respect to the Credit Agreement or the other of the Financing Documents, other than claims, liabilities or obligations caused by Agent's or any Lender's own gross negligence or willful misconduct. The provisions of this paragraph shall be binding upon each Credit Party and shall inure to the benefit of Agent, the Lenders, and their respective heirs, executors, administrators, successors and assigns.", "references": ["Severability", "Modifications", "Subsidiaries", "Change In Control", "Participations", "Liens", "Venues", "Sales", "Benefits", "Effectiveness", "Organizations", "Records", "Costs", "Payments", "Withholdings", "Confidentiality", "Jurisdictions", "Solvency", "Assignments", "Authority", "Closings", "Compliance With Laws", "Interpretations", "Sanctions", "No Conflicts", "Waivers", "Consents", "Integration", "Assigns", "Amendments", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement is effective as of January\u00a01, 2018 (the \u201cEffective Date\u201d).", "references": ["Confidentiality", "Approvals", "Amendments", "Cooperation", "Defined Terms", "Duties", "Survival", "Severability", "Financial Statements", "Subsidiaries", "No Conflicts", "Integration", "Qualifications", "Books", "Death", "Base Salary", "Forfeitures", "Authority", "Assignments", "Remedies", "Warranties", "Releases", "Authorizations", "Definitions", "Transactions With Affiliates", "Non-Disparagement", "Insurances", "Adjustments", "Brokers", "Interests", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Nothing in this Section shall prohibit the exchange of Restricted Shares pursuant to a plan of merger or reorganization for shares of Common Stock or other securities of the Company or another entity that is a party to the reorganization, provided that the shares or securities so received in exchange for Restricted Shares shall, except as provided in Section 13, become subject to the restrictions applicable to such Restricted Shares. Any shares of Common Stock received as a result of a stock split or stock dividend with respect to Restricted Shares shall also become subject to the restrictions applicable to such Restricted Shares.", "references": ["Enforceability", "Qualifications", "Warranties", "Capitalization", "Financial Statements", "Specific Performance", "No Conflicts", "Existence", "Brokers", "Authorizations", "Assigns", "Agreements", "Positions", "Governing Laws", "Vesting", "Participations", "Payments", "Submission To Jurisdiction", "Closings", "Forfeitures", "Tax Withholdings", "Consent To Jurisdiction", "Consents", "Authority", "Terms", "Severability", "Interpretations", "Defined Terms", "Terminations", "Publicity", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.", "references": ["Closings", "Positions", "Solvency", "Costs", "Payments", "Construction", "Indemnity", "Further Assurances", "Governing Laws", "Headings", "Assignments", "Insurances", "No Defaults", "Defined Terms", "Representations", "Adjustments", "Organizations", "Survival", "No Conflicts", "Intellectual Property", "Liens", "Litigations", "Financial Statements", "Benefits", "No Waivers", "Withholdings", "Successors", "Authorizations", "Waiver Of Jury Trials", "Disability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Loan Party is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all organizational powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.", "references": ["Binding Effects", "Specific Performance", "Vesting", "Anti-Corruption Laws", "Fees", "Benefits", "Cooperation", "Financial Statements", "Waivers", "Solvency", "Successors", "Effectiveness", "Forfeitures", "Interpretations", "Change In Control", "Payments", "Sanctions", "Insurances", "Qualifications", "Compliance With Laws", "Costs", "Disability", "Use Of Proceeds", "Intellectual Property", "Taxes", "No Defaults", "Existence", "Withholdings", "Interests", "Titles", "Powers"], "gold": ["Powers"]}
+{"input": "Executive\u2019s participation in all benefits and incidents of employment, including, but not limited to, vacation, and paid time off, will cease as of the Separation Date. Executive acknowledges and represents that as of the date Executive signs this Agreement, other than the consideration set forth in this Agreement, the Company has paid or provided all benefits and compensation due to Executive as a result of his employment with the Company that was due or payable on or before the date of signature. For the avoidance of doubt, Executive will be entitled to salary, benefits and expense reimbursement accrued or payable prior to the Separation Date the same as if this Agreement did not exist.", "references": ["Adjustments", "Costs", "Severability", "No Waivers", "Fees", "No Defaults", "Remedies", "Intellectual Property", "No Conflicts", "Binding Effects", "Consent To Jurisdiction", "Consents", "Governing Laws", "Disclosures", "Arbitration", "Agreements", "Capitalization", "Construction", "Venues", "Confidentiality", "Effective Dates", "Death", "Specific Performance", "Terminations", "Further Assurances", "Insurances", "Duties", "Sanctions", "Titles", "Taxes", "Benefits"], "gold": ["Benefits"]}
+{"input": "Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation of Law or otherwise) without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Any purported assignment in violation of this Section \u00a09.9 shall be void.", "references": ["Employment", "Consents", "Forfeitures", "Headings", "Insurances", "Fees", "Specific Performance", "Sanctions", "Approvals", "Indemnity", "Books", "Vacations", "Use Of Proceeds", "Integration", "Intellectual Property", "Organizations", "Titles", "No Defaults", "Interpretations", "Qualifications", "Assigns", "Compliance With Laws", "Participations", "Miscellaneous", "Indemnifications", "Amendments", "Confidentiality", "Warranties", "Successors", "Survival", "Assignments"], "gold": ["Assignments"]}
+{"input": "Mortgagor will keep or cause to be kept the Improvements and Personal Property insured against such risks, and in the manner, described in Section\u00a04.03(l) of the Guarantee and Collateral Agreement and shall purchase such additional insurance as may be required from time to time pursuant to Section\u00a05.02 of the Credit Agreement. Federal Emergency Management Agency Standard Flood Hazard Determination Forms will be purchased by Mortgagor for each Mortgaged Property on which Improvements are located. If any portion of Improvements constituting part of the Mortgaged Property is located in an area identified as a special flood hazard area by Federal Emergency Management Agency or other applicable agency, Mortgagor will purchase flood insurance and provide evidence to Collateral Agent in an amount reasonably satisfactory to Mortgagee and in compliance with applicable law, but in no event less than the maximum limit of coverage available under the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, each, as amended.", "references": ["Survival", "Compliance With Laws", "Disability", "Waivers", "Construction", "General", "Solvency", "Confidentiality", "Severability", "Brokers", "Terminations", "Disclosures", "Liens", "Entire Agreements", "Enforceability", "Applicable Laws", "No Conflicts", "Employment", "Titles", "Taxes", "Successors", "Publicity", "Subsidiaries", "Vesting", "Vacations", "Interests", "Representations", "Erisa", "Payments", "Assignments", "Insurances"], "gold": ["Insurances"]}
+{"input": "All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject to the following sentence. Notwithstanding the foregoing, Orgenesis Parent will have no liability with respect to any claim under Section 6.1(a)(i) unless Investor notifies Orgenesis Parent of such a claim on or before the date that is eighteen (18) months after the Closing Date (the \u201cGeneral Survival Date\u201d); provided , however , that (a) any claim relating to any representation made in Section 3.9 (Legal Compliance) may be made at any time until the date that is three (3) years after the Closing Date, (b) any claim relating to any representation made in Sections 2.1(c) (Brokers\u2019 Fees), 3.5 (Brokers\u2019 Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after the Closing Date and, (c) any claim relating to any representation made in Sections 2.1(a) (Authorization of Transaction), 2.1(d) (Company Securities), 2.1(f) (Reorganization), 2.1(g) (Subsidiaries), 3.1 (Organization, Qualification, and Power), 3.2 (Authorization of Transaction), and 3.3 (Capitalization and Subsidiaries) may be made at any time without limitation (collectively, the representations and warranties described in clauses (a), (b) and (c) are referred to as the \u201c Excluded Representations \u201d) and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Investor will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent notifies Investor of such a claim on or before the General Survival Date. Notwithstanding anything to the contrary contained herein, if Investor or Orgenesis Parent, as applicable, provides notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.", "references": ["Solvency", "Books", "Entire Agreements", "Publicity", "Qualifications", "Subsidiaries", "Definitions", "No Conflicts", "Waiver Of Jury Trials", "No Waivers", "Agreements", "Waivers", "Titles", "Employment", "Erisa", "Capitalization", "Interests", "Benefits", "Further Assurances", "Specific Performance", "Litigations", "Terminations", "Consents", "Assignments", "Defined Terms", "Existence", "Closings", "Tax Withholdings", "Counterparts", "Severability", "Survival"], "gold": ["Survival"]}
+{"input": "At the Closing Date, the authorized capital of FNTT shall consist of three hundred and fifty million (350,000,000) shares of common stock, $0.001 par value, and no other classes of stock. Prior to the Closing Date, the total quantity of shares that are issued and outstanding is one hundred and eighty-three million, eight hundred and fifty thousand (183,850,000) shares. All of the shares outstanding are duly and validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, rights, warrants, debentures, convertible promissory notes, or other instruments or convertible securities or other agreements or commitments obligating FNTT to issue any additional shares of any class or any options or warrants at any time, except as stated in this Agreement.", "references": ["Remedies", "Amendments", "Closings", "Sanctions", "No Waivers", "Warranties", "Modifications", "Insurances", "Vesting", "Brokers", "Construction", "Consents", "Sales", "Authority", "Confidentiality", "Solvency", "Taxes", "Base Salary", "Transactions With Affiliates", "Binding Effects", "Participations", "General", "Terms", "Anti-Corruption Laws", "Titles", "Vacations", "Severability", "Arbitration", "Interests", "Qualifications", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Employee hereby agrees not to defame or disparage any of the Company Entities or any of their respective officers, directors, members, partners or employees (collectively, the \u201c Company Parties \u201d), and to cooperate with the Company upon reasonable request, in refuting any defamatory or disparaging remarks by any third party made in respect of any of the Company Parties. Employee shall not, directly or indirectly, make (or cause to be made) any comment or statement, oral or written, including, without limitation, in the media or to the press or to any individual or entity, that could reasonably be expected to adversely affect the reputation of any of the Company Parties or the conduct of its, his or their business. The Company shall request that its directors and executive officers not defame or disparage Employee; provided , however , that the failure of any director, executive officer or employee of the Company to comply with such request shall in no way constitute a breach or violation of the Company\u2019s obligations hereunder or otherwise subject the Company to any liability.", "references": ["Waiver Of Jury Trials", "Litigations", "No Waivers", "Assigns", "Transactions With Affiliates", "Specific Performance", "Participations", "Duties", "Benefits", "Modifications", "Warranties", "Severability", "Publicity", "Solvency", "Anti-Corruption Laws", "Consents", "Subsidiaries", "Powers", "Disability", "Employment", "Vacations", "Sales", "Capitalization", "Integration", "Successors", "Jurisdictions", "Enforceability", "Death", "Erisa", "Agreements", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "EACH BORROWER, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER, AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH BORROWER, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.", "references": ["Brokers", "Costs", "Warranties", "Assignments", "Fees", "Vacations", "Headings", "Consent To Jurisdiction", "Indemnity", "Modifications", "Transactions With Affiliates", "Waivers", "Disability", "Submission To Jurisdiction", "Publicity", "Anti-Corruption Laws", "Disclosures", "Remedies", "Duties", "Powers", "Effective Dates", "Withholdings", "Agreements", "Litigations", "Governing Laws", "Death", "Participations", "Records", "Successors", "Organizations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other Service Provider.", "references": ["Erisa", "General", "Expenses", "Governing Laws", "Litigations", "Agreements", "Taxes", "Participations", "Enforcements", "Entire Agreements", "Subsidiaries", "Consent To Jurisdiction", "Non-Disparagement", "Costs", "No Waivers", "Indemnity", "No Conflicts", "Definitions", "Financial Statements", "Further Assurances", "Records", "Counterparts", "Integration", "Construction", "Compliance With Laws", "Confidentiality", "Solvency", "Warranties", "Authorizations", "Consents", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement contains the entire understanding of Employer and Executive with respect to the subject matter herein. The Release Benefits shall be in lieu of any severance, notice, termination pay or the like that may be payable under any plan or practice of Employer, or that may be payable by any Federal, state, local, or foreign law, statute, regulation, ordinance, or the like (including the WARN Act or any similar state or foreign law). Any Release Benefits shall be offset against any severance, notice, or termination pay required to be paid by Employer pursuant to federal, state, or local law or ordinance.", "references": ["Liens", "Terminations", "Vacations", "Specific Performance", "Fees", "Remedies", "Assignments", "Authority", "Books", "Interpretations", "Non-Disparagement", "Taxes", "Capitalization", "Litigations", "No Waivers", "Venues", "Governing Laws", "Consents", "Defined Terms", "Tax Withholdings", "Arbitration", "Brokers", "Definitions", "Solvency", "Further Assurances", "Costs", "Waiver Of Jury Trials", "Severability", "Intellectual Property", "Construction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "EACH LOAN PARTY AND LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.", "references": ["Withholdings", "Entire Agreements", "Forfeitures", "Litigations", "Survival", "Confidentiality", "Effective Dates", "Use Of Proceeds", "Warranties", "Participations", "Powers", "Consent To Jurisdiction", "Subsidiaries", "No Defaults", "Releases", "Employment", "Tax Withholdings", "Benefits", "Payments", "Authority", "Closings", "Waivers", "Amendments", "Representations", "Disclosures", "General", "Erisa", "Cooperation", "Submission To Jurisdiction", "Interests", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "You acknowledge that, regardless of any action taken by the Company or, if different, the Affiliate that employs you (the \u201cEmployer\u201d), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or the Employer (\u201cTax-Related Items\u201d), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.", "references": ["Consents", "No Defaults", "Entire Agreements", "Notices", "Liens", "Sanctions", "Authority", "Use Of Proceeds", "Adjustments", "Sales", "Expenses", "Specific Performance", "Enforceability", "Terms", "Compliance With Laws", "Indemnifications", "Authorizations", "Releases", "Payments", "Waivers", "Positions", "No Waivers", "Publicity", "Terminations", "Non-Disparagement", "Confidentiality", "Litigations", "Change In Control", "Powers", "Arbitration", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Comply with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Loan Party\u2019s business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).\u00a0\u00a0Each Loan Party may, however, contest or dispute any Applicable Laws in any reasonable manner, provided that any related Lien is inchoate or stayed and sufficient reserves are established to the reasonable satisfaction of Agent to protect Agent\u2019s Lien on or security interest in the Collateral.", "references": ["Employment", "Confidentiality", "Consent To Jurisdiction", "Definitions", "Death", "Forfeitures", "Notices", "Terminations", "General", "Representations", "Litigations", "Construction", "Governing Laws", "Assignments", "Anti-Corruption Laws", "Effectiveness", "Positions", "Erisa", "Tax Withholdings", "Adjustments", "No Waivers", "Terms", "Fees", "Organizations", "Expenses", "Records", "Publicity", "Enforceability", "Waiver Of Jury Trials", "Transactions With Affiliates", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement, together with the Exhibits hereto, sets forth this entire Agreement between the Company (and any of its related or affiliated entities, officers, agents, owners or representatives) and Employee relating to the subject matter herein, and supersedes any and all prior discussions and agreements, whether written or oral, on the subject matter hereof, including without limitation that certain Employment Offer Letter and Term Sheet dated July 9, 2018 provided to Employee by the Company prior to the commencement of her employment with the Company and accepted by Employee on July 15, 2018. To the extent that this Agreement may conflict with the terms of another written agreement between Employee and the Company, the terms of this Agreement will control.", "references": ["Taxes", "Headings", "Employment", "Costs", "Agreements", "Representations", "Base Salary", "Erisa", "Venues", "Approvals", "Intellectual Property", "Organizations", "Specific Performance", "Vesting", "Use Of Proceeds", "Assigns", "Definitions", "Subsidiaries", "Integration", "Capitalization", "Cooperation", "Interests", "Modifications", "Successors", "Applicable Laws", "No Waivers", "Liens", "Duties", "Fees", "General", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each of the Representatives will, at the Loan Parties\u2019 expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that any other party may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable each Representative to exercise and enforce its rights and remedies hereunder; provided that no party shall be required to pay over any payment or distribution, execute any instruments or documents, or take any other action referred to in this Section \u00a010.2 , to the extent that such action would contravene any law, order or other legal requirement or any of the terms or provisions of this Agreement, and in the event of a controversy or dispute, such party may interplead any payment or distribution in any court of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section \u00a010.2.", "references": ["Defined Terms", "Severability", "Cooperation", "Death", "Definitions", "Disclosures", "Submission To Jurisdiction", "Expenses", "Representations", "Arbitration", "Benefits", "Releases", "Effectiveness", "Fees", "Subsidiaries", "Binding Effects", "Participations", "Sanctions", "Payments", "Taxes", "Modifications", "Closings", "Intellectual Property", "Forfeitures", "Indemnifications", "Integration", "Titles", "Terms", "Change In Control", "Miscellaneous", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance of the Executive\u2019s duties hereunder and will not engage in any other business, profession, occupation, duties, or activities, for compensation or otherwise, which would conflict or interfere with the performance of such services to the Company, either directly or indirectly, without the prior written consent of the CEO. Notwithstanding the foregoing, the Executive will be permitted to (a) act or serve as a director, trustee, or committee member of a civic or charitable organization (but not of any business or any other type of organization, without prior written consent of the CEO), and (b) purchase or own less than three percent (3%) of the publicly traded securities of any corporation; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that the activities described in clauses (a) and (b) do not interfere in any material way with the performance of the Executive\u2019s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof.", "references": ["Participations", "Confidentiality", "Sales", "Anti-Corruption Laws", "Disclosures", "Subsidiaries", "Non-Disparagement", "Specific Performance", "Notices", "Adjustments", "Severability", "Warranties", "Assigns", "Further Assurances", "Effective Dates", "Assignments", "Consents", "Existence", "Interpretations", "Liens", "Records", "Counterparts", "Closings", "Amendments", "Forfeitures", "No Waivers", "Agreements", "Costs", "Transactions With Affiliates", "Survival", "Duties"], "gold": ["Duties"]}
+{"input": "Except as otherwise indicated, all agreements defined in this Agreement refer to the same as from time to time amended or supplemented or as the terms of such agreements are waived or modified in accordance with their terms.\u00a0 As used in this Agreement, the word \u201cincluding\u201d (and words correlative thereto), where not followed by the phrase \u201cwithout limitation,\u201d shall be deemed to be followed by that phrase unless the context otherwise shall require.\u00a0 As used in this Agreement, references to any asset or to any property, and like references, means all applicable property (whether personalty or realty or mixed, and whether tangible or intangible) unless the context otherwise shall require.\u00a0 The words \u201chereof,\u201d \u201cherein\u201d and \u201chereunder\u201d and words of similar import refer to this Agreement as a whole and not to any particular provision.\u00a0 References to any Article or Section, and similar references, are to those of this Agreement unless the context requires otherwise.", "references": ["Venues", "Solvency", "Subsidiaries", "Counterparts", "No Conflicts", "Sales", "Positions", "Vacations", "Payments", "Titles", "Organizations", "Remedies", "No Waivers", "Death", "Costs", "Financial Statements", "Agreements", "Employment", "Indemnifications", "Waivers", "Closings", "Notices", "Disclosures", "Participations", "Cooperation", "Survival", "Representations", "Enforceability", "Miscellaneous", "Successors", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Except as otherwise provided in Sections 15 and 23 hereof, Employee and the Company covenant and agree that they shall not engage in any communications to persons outside the Company which shall disparage one another or any of the Company\u2019s subsidiaries or affiliates or interfere with their existing or prospective business relationships of either party hereto or the Company\u2019s subsidiaries or affiliates.", "references": ["Taxes", "Closings", "Death", "Anti-Corruption Laws", "Tax Withholdings", "Cooperation", "Books", "Submission To Jurisdiction", "Subsidiaries", "Terminations", "Employment", "Indemnity", "Withholdings", "Liens", "Enforcements", "Qualifications", "Non-Disparagement", "Representations", "Existence", "Confidentiality", "Insurances", "Disability", "Benefits", "Authorizations", "Costs", "Vacations", "Intellectual Property", "Successors", "Severability", "Assignments", "Publicity"], "gold": ["Publicity"]}
+{"input": "Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding .", "references": ["Successors", "Duties", "Liens", "Assignments", "Forfeitures", "Interests", "Benefits", "Representations", "Titles", "Tax Withholdings", "Indemnifications", "Records", "Headings", "Use Of Proceeds", "Waivers", "Non-Disparagement", "Anti-Corruption Laws", "General", "Interpretations", "Specific Performance", "No Defaults", "Terms", "Base Salary", "Cooperation", "Erisa", "Sanctions", "Jurisdictions", "Financial Statements", "Disclosures", "Notices", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "In connection with any entry by Purchaser, or its authorized agents, employees, or contractors onto those portions of the Property inspected by Purchaser in accordance with this Agreement, Purchaser shall give Seller reasonable advance notice twenty-four (24) hours prior to such entry (which may be delivered in writing, by e-mail, or orally) and shall conduct such entry and any inspections in connection therewith so as to minimize, to the extent reasonably possible, interference with the activities of Seller and the existing tenant, which in some circumstances may mean that Seller may require more than twenty-four (24) hours\u2019 notice to Seller prior to the performance of said inspections given the sensitive and confidential nature of Seller\u2019s business activities for its clients. Without limiting the foregoing, prior to any entry to perform any on-site testing, Purchaser shall give Seller notice thereof, including the identity of the authorized company or persons who will perform such testing and a reasonable explanation of the proposed scope of the testing. Purchaser shall indemnify and hold Seller harmless from and against any costs, damages, liabilities, losses, expenses, liens, or claims arising out of or relating to any entry on the Property by Purchaser, its authorized agents, employees, or contractors in the course of performing the inspections, testing, or inquiries provided for in this Agreement; provided, however, that the foregoing indemnity shall not apply to (i) the mere discovery of a pre-existing condition unless caused by Purchaser, or (ii) costs, damages, liabilities, losses, expenses, liens, or claims arising out of or relating to Seller\u2019s negligence or willful misconduct.", "references": ["Consent To Jurisdiction", "Sanctions", "Taxes", "Subsidiaries", "Enforcements", "Further Assurances", "Transactions With Affiliates", "Erisa", "Remedies", "Publicity", "Powers", "Adjustments", "Base Salary", "No Defaults", "Representations", "Use Of Proceeds", "Interests", "Authorizations", "Defined Terms", "Duties", "Specific Performance", "Binding Effects", "Venues", "No Conflicts", "Liens", "Employment", "Costs", "Entire Agreements", "Releases", "Submission To Jurisdiction", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The Transferor agrees to reimburse the Agent and the Lender as and when billed by the Agent or the Lender for all of such Person\u2019s reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of, or the preservation of the rights of such Person under, this Agreement, the Note or any transaction contemplated hereby or thereby, including without limitation the reasonable and documented out-of-pocket fees and expenses of its counsel; provided that the Transferor shall not be obligated to reimburse the Agent or the Lender under this Section for any such costs or expenses that exceed, in the aggregate, $50,000.", "references": ["Powers", "Approvals", "Insurances", "Severability", "Counterparts", "Effective Dates", "Adjustments", "Warranties", "Expenses", "Cooperation", "Entire Agreements", "Benefits", "Survival", "Amendments", "Assignments", "Anti-Corruption Laws", "Definitions", "Sanctions", "Headings", "Existence", "Qualifications", "Interpretations", "Remedies", "Releases", "Capitalization", "Sales", "Vesting", "Erisa", "Base Salary", "Publicity", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Agreement shall be governed by and construed and enforced under and in accordance with the laws of the State of Virginia and all subject matter and in persona jurisdiction shall be the state courts of Virginia.", "references": ["Sanctions", "Amendments", "Indemnifications", "Duties", "Anti-Corruption Laws", "Integration", "Authorizations", "Jurisdictions", "Positions", "Payments", "Authority", "Headings", "Confidentiality", "Closings", "Interpretations", "Survival", "Disability", "Modifications", "Assignments", "Construction", "Liens", "Governing Laws", "Erisa", "Employment", "Use Of Proceeds", "Effectiveness", "Powers", "General", "Expenses", "Intellectual Property", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Fourth Amendment may be executed by facsimile and in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. This Fourth Amendment shall be governed by, and construed in accordance with, the law of the State of New York.", "references": ["Remedies", "Amendments", "Financial Statements", "Existence", "Duties", "Defined Terms", "Construction", "Effectiveness", "Survival", "Subsidiaries", "Transactions With Affiliates", "Records", "Solvency", "Effective Dates", "Submission To Jurisdiction", "Sales", "Severability", "Disability", "Brokers", "Counterparts", "Further Assurances", "Base Salary", "Insurances", "Disclosures", "Vacations", "Enforcements", "Assigns", "Intellectual Property", "Agreements", "Payments", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The Partnership and the Participant intend that (i) the LTIP Units be treated as a \u201cprofits interest\u201d as defined in Internal Revenue Service Revenue Procedure 93-27, as clarified by Revenue Procedure 2001-43, (ii) the issuance of such units not be a taxable event to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the LTIP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the \u201cCapital Accounts\u201d (as defined in the Partnership Agreement) of the partners, in each case as set forth in the Partnership Agreement. The Company, the Partnership or any Subsidiary may withhold from the Participant\u2019s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder or from the ownership or disposition of the LTIP Units.", "references": ["Withholdings", "No Defaults", "General", "Modifications", "Enforceability", "Representations", "Defined Terms", "Enforcements", "Forfeitures", "Employment", "Terminations", "Titles", "Tax Withholdings", "Binding Effects", "Sanctions", "No Conflicts", "Successors", "Consent To Jurisdiction", "Authority", "Confidentiality", "Base Salary", "Assigns", "Publicity", "Arbitration", "Effective Dates", "Indemnifications", "Jurisdictions", "Waivers", "Transactions With Affiliates", "Compliance With Laws", "Taxes"], "gold": ["Taxes"]}
+{"input": "Borrower shall have delivered to Bank evidence of insurance coverage, in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where required by Bank, with lender loss payable endorsements in favor of Bank.", "references": ["Transactions With Affiliates", "Definitions", "Defined Terms", "Death", "Notices", "Applicable Laws", "Severability", "Agreements", "Cooperation", "Books", "Arbitration", "Costs", "Terms", "Organizations", "Liens", "Miscellaneous", "Construction", "Assigns", "Brokers", "Participations", "Disclosures", "Integration", "Waivers", "Representations", "Powers", "Capitalization", "Sanctions", "Waiver Of Jury Trials", "Intellectual Property", "Sales", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one and the same agreement.", "references": ["Non-Disparagement", "Effective Dates", "General", "Death", "Liens", "Intellectual Property", "Confidentiality", "Books", "Organizations", "Qualifications", "Applicable Laws", "Interpretations", "Survival", "Cooperation", "Disclosures", "Notices", "No Waivers", "Waiver Of Jury Trials", "Sanctions", "Terminations", "Sales", "Headings", "Vesting", "Waivers", "Duties", "Existence", "Compliance With Laws", "Further Assurances", "Solvency", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Whenever possible, each provision of this Agreement and any Terminal Service Order will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or a Terminal Service Order or the application of any such provision to any Person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof or thereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.", "references": ["Interests", "Compliance With Laws", "Forfeitures", "Death", "Agreements", "Costs", "Taxes", "Confidentiality", "Survival", "Representations", "Vesting", "Assigns", "Tax Withholdings", "Integration", "General", "Indemnity", "Intellectual Property", "Effective Dates", "Transactions With Affiliates", "Use Of Proceeds", "Fees", "Consents", "Defined Terms", "Jurisdictions", "Titles", "Warranties", "Withholdings", "Disclosures", "No Waivers", "Base Salary", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement and the transactions contemplated hereunder may be terminated by the Seller or the Purchaser, by written notice to the other party, if the Closing of the purchase and sale of the Shares has not been consummated on or before February 21, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by the other party.", "references": ["Non-Disparagement", "Tax Withholdings", "Definitions", "Assigns", "Death", "No Waivers", "Employment", "Compliance With Laws", "Consents", "Withholdings", "Books", "Assignments", "No Defaults", "Jurisdictions", "Arbitration", "Applicable Laws", "Venues", "Erisa", "Agreements", "Brokers", "Costs", "Effectiveness", "Base Salary", "Duties", "Sales", "Publicity", "Terms", "Interpretations", "Waivers", "Warranties", "Terminations"], "gold": ["Terminations"]}
+{"input": "Except as expressly set forth in this Section\u00a014.1, all amounts due under this Section\u00a014.1 shall be payable promptly after demand therefor. A certificate of the Agent or a Lender which sets forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section\u00a014.1, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.", "references": ["Jurisdictions", "Indemnity", "Sanctions", "Use Of Proceeds", "Representations", "Releases", "Governing Laws", "Closings", "General", "Employment", "Construction", "Subsidiaries", "Arbitration", "Confidentiality", "Authority", "Costs", "Adjustments", "Sales", "No Conflicts", "Expenses", "Participations", "Amendments", "Effectiveness", "Submission To Jurisdiction", "Specific Performance", "Defined Terms", "Solvency", "Successors", "Venues", "Survival", "Payments"], "gold": ["Payments"]}
+{"input": "The Buyer\u2019s consolidated financial statements for the fiscal year ending August 31, 2018, as filed with the SEC as Form 10-K: (i) have been prepared in accordance with generally accepted accounting principles on a basis consistent with prior fiscal periods; (ii) are complete and accurate; and (iii) present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Buyer at the applicable balance sheet date, and the results of operations of the Buyer. Except to the extent reflected or reserved against in the balance sheet (including the notes thereto) forming part of the Buyer\u2019s August 31, 2018 financial statements or incurred subsequent to the date thereof and disclosed in Buyer\u2019s Disclosure Schedule, and except in respect of normal trade payables arising in the ordinary course of the Business, the Buyers do not have any outstanding indebtedness or any liabilities (whether accrued, absolute, contingent or otherwise) nor any outstanding commitments or obligations of any kind.", "references": ["Titles", "Liens", "Survival", "Litigations", "Authorizations", "Indemnity", "Insurances", "Erisa", "Definitions", "Specific Performance", "Records", "Consent To Jurisdiction", "Transactions With Affiliates", "Death", "Sales", "Indemnifications", "General", "Severability", "Compliance With Laws", "Use Of Proceeds", "Governing Laws", "No Waivers", "Waiver Of Jury Trials", "Entire Agreements", "Terminations", "Terms", "Assignments", "Warranties", "Anti-Corruption Laws", "Arbitration", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.", "references": ["Titles", "Authorizations", "Interests", "Agreements", "Releases", "Submission To Jurisdiction", "Indemnifications", "Tax Withholdings", "Closings", "Entire Agreements", "Expenses", "Confidentiality", "Costs", "Intellectual Property", "Participations", "Further Assurances", "Defined Terms", "Financial Statements", "Assignments", "Terminations", "Disability", "Employment", "Existence", "Amendments", "Books", "Jurisdictions", "Arbitration", "No Defaults", "Modifications", "Enforcements", "Payments"], "gold": ["Payments"]}
+{"input": "Executive shall provide Executive\u2019s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive\u2019s employment hereunder, but only to the extent the Company requests such cooperation with reasonable advance notice to Executive and in respect of such periods of time as shall not unreasonably interfere with Executive\u2019s ability to perform her duties with any subsequent employer; provided, however, that the Company shall pay any reasonable travel, lodging and related expenses that Executive may incur in connection with providing such cooperation, to the extent approved by the Company prior to incurring such expenses. Executive is entitled to be paid or reimbursed for any expenses under this section, the amount reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December\u00a031 of the year after the year in which the expense was incurred. Executive\u2019s rights to payment or reimbursement of expenses pursuant to this section shall expire at the end of 20 years after the date of this Employment Agreement and shall not be subject to liquidation or exchange for another benefit.", "references": ["Solvency", "Taxes", "Terminations", "Withholdings", "Indemnifications", "Arbitration", "No Waivers", "Disability", "Terms", "Vacations", "Releases", "Disclosures", "Notices", "Confidentiality", "Subsidiaries", "Fees", "Remedies", "Enforceability", "Publicity", "Titles", "Applicable Laws", "Warranties", "Qualifications", "Compliance With Laws", "Expenses", "Defined Terms", "Brokers", "Effectiveness", "Amendments", "Headings", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The base salary will be paid at an annual rate of three hundred fifty seven thousand five hundred dollars ($357,500), payable by the Company in accordance with the Company\u2019s normal payroll process. Executive\u2019s Base Salary will be adjusted solely at the discretion of the Compensation Committee of the Board (the \u201cCompensation Committee\u201d).", "references": ["No Defaults", "Non-Disparagement", "Assignments", "Books", "Modifications", "Approvals", "Miscellaneous", "Tax Withholdings", "Survival", "Representations", "Anti-Corruption Laws", "Indemnifications", "Records", "Submission To Jurisdiction", "Integration", "Use Of Proceeds", "Expenses", "Authority", "Confidentiality", "Notices", "Further Assurances", "Closings", "Assigns", "Taxes", "Interests", "General", "Brokers", "No Conflicts", "Disclosures", "Transactions With Affiliates", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Borrower shall maintain, or cause to be maintained, all risks property insurance during construction and operations in connection with the Property and businesses of the Borrower Group Members and other types of insurance, including liability insurance with respect to claims for personal injury, death or property damage, with respect to the construction and operation of such businesses, all in accordance with prudent industry standards and to the extent available on commercially reasonable terms and with creditworthy and reputable insurance companies in such amounts and with such deductibles as are in accordance with prudent industry standards, except to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.", "references": ["Intellectual Property", "Approvals", "General", "Litigations", "No Conflicts", "Taxes", "Records", "Solvency", "Positions", "Costs", "Miscellaneous", "Qualifications", "Existence", "Defined Terms", "Non-Disparagement", "Entire Agreements", "Books", "Definitions", "No Defaults", "Titles", "Waivers", "Publicity", "Employment", "Death", "Indemnity", "Disclosures", "Powers", "Modifications", "Submission To Jurisdiction", "Use Of Proceeds", "Insurances"], "gold": ["Insurances"]}
+{"input": "Distributor shall use and publicize to its customers the Distributor owned telephone number anywhere Distributor's customer sales and service telephone numbers are listed.", "references": ["Use Of Proceeds", "Successors", "Construction", "Employment", "Specific Performance", "No Waivers", "Representations", "Benefits", "No Defaults", "Effectiveness", "Disclosures", "Approvals", "Forfeitures", "Costs", "Publicity", "Venues", "Counterparts", "Assignments", "Remedies", "Vesting", "Indemnifications", "Enforcements", "Headings", "Consent To Jurisdiction", "Miscellaneous", "Taxes", "Qualifications", "Assigns", "Withholdings", "Erisa", "Sales"], "gold": ["Sales"]}
+{"input": "This Plan shall apply to the Participants who execute an Individual Compensation Plan. No commissions, advances or other marketing and sales support-based compensation will be earned by Participant pursuant to the Compensation Agreements unless the Participants signs and returns the Individual Compensation Plan to the Company within 15 days of receipt of the Compensation Agreements. The Plan is made by Nutanix, Inc., but the payments will be made by the Company entity Participant is employed with.", "references": ["Withholdings", "Liens", "Jurisdictions", "Vesting", "Costs", "Construction", "General", "Survival", "Defined Terms", "Waivers", "Indemnifications", "Disability", "Applicable Laws", "Subsidiaries", "No Conflicts", "Books", "Intellectual Property", "Use Of Proceeds", "Interests", "Notices", "Expenses", "Submission To Jurisdiction", "Consent To Jurisdiction", "Closings", "Successors", "Terminations", "Enforcements", "Counterparts", "Tax Withholdings", "Brokers", "Participations"], "gold": ["Participations"]}
+{"input": "The Company, on the one hand, and the Sellers, on the other hand, will each pay its and their own expenses with respect to this Agreement.", "references": ["Change In Control", "Entire Agreements", "Publicity", "Solvency", "Payments", "Miscellaneous", "Arbitration", "No Waivers", "Organizations", "Cooperation", "Assignments", "Construction", "General", "Powers", "Financial Statements", "Governing Laws", "Subsidiaries", "Death", "Brokers", "Agreements", "Binding Effects", "Submission To Jurisdiction", "Enforcements", "Effectiveness", "Disability", "Counterparts", "Participations", "Venues", "Withholdings", "Confidentiality", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each notice relating to this Award shall be in writing (which shall include electronic form) and delivered in person, electronically or by first class mail, postage prepaid, to the address as hereinafter provided. Each notice shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to it at its offices at Analog Devices, Inc., One Technology Way, Norwood, Massachusetts, 02062 U.S.A., Attention: Stock Plan Administrator, Treasury Department. Each notice to the Optionee shall be addressed to the Optionee at the Optionee\u2019s last known mailing or email address, as applicable, on the records of the Company.", "references": ["Jurisdictions", "Existence", "Consent To Jurisdiction", "Releases", "Further Assurances", "Survival", "Interests", "Warranties", "Financial Statements", "Indemnity", "Death", "Effective Dates", "Definitions", "Anti-Corruption Laws", "Terms", "Costs", "Brokers", "Successors", "Employment", "Duties", "Change In Control", "Compliance With Laws", "Records", "Construction", "Adjustments", "Amendments", "No Waivers", "Benefits", "Indemnifications", "Intellectual Property", "Notices"], "gold": ["Notices"]}
+{"input": "Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company\u2019s debt (other than payment of trade payables in the ordinary course of the Company\u2019s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, or (c in violation of FCPA or OFAC regulations.", "references": ["Forfeitures", "Enforcements", "Benefits", "Intellectual Property", "Powers", "Cooperation", "Erisa", "Transactions With Affiliates", "Expenses", "Change In Control", "Sales", "Payments", "Titles", "Amendments", "Warranties", "Fees", "Terms", "Anti-Corruption Laws", "Successors", "Assignments", "Positions", "Existence", "Jurisdictions", "Liens", "Withholdings", "Submission To Jurisdiction", "Base Salary", "Financial Statements", "Subsidiaries", "Litigations", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "(a) None of the Borrower or any of the Subsidiaries or, to the knowledge of the Borrower, any of their respective directors, officers, employees, agents, advisors or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the United States Department of State or the United States Department of Treasury (including the Office of Foreign Assets Control) or any other applicable sanctions authority (collectively, \u201c Sanctions \u201d, and the associated laws, rules, regulations and orders, collectively, \u201c Sanctions Laws \u201d). Each of the Borrower and the Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees, agents, advisors and Affiliates is in compliance, in all material respects, with (i) all Sanctions Laws and (ii) the PATRIOT Act and any other applicable anti-terrorism and money laundering laws, rules, regulations and orders.", "references": ["Binding Effects", "Assignments", "Adjustments", "Disability", "No Conflicts", "Waivers", "Specific Performance", "Approvals", "Subsidiaries", "Miscellaneous", "Erisa", "Publicity", "Use Of Proceeds", "Effective Dates", "Governing Laws", "Participations", "Existence", "Indemnity", "Consent To Jurisdiction", "Jurisdictions", "Cooperation", "Liens", "Payments", "Construction", "No Defaults", "Vesting", "Sanctions", "Arbitration", "Agreements", "Terminations", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.", "references": ["Further Assurances", "Successors", "No Waivers", "Liens", "Expenses", "Consents", "Modifications", "Counterparts", "Duties", "Representations", "Fees", "Governing Laws", "Headings", "Costs", "Specific Performance", "Erisa", "Cooperation", "Warranties", "Terms", "Solvency", "Change In Control", "Subsidiaries", "Releases", "Transactions With Affiliates", "Enforceability", "Payments", "Notices", "Employment", "Organizations", "Use Of Proceeds", "Definitions"], "gold": ["Definitions"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $5,000; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Effectiveness", "Definitions", "Use Of Proceeds", "Enforcements", "Compliance With Laws", "Modifications", "Further Assurances", "Qualifications", "Brokers", "Counterparts", "Jurisdictions", "Entire Agreements", "Severability", "Costs", "Tax Withholdings", "Submission To Jurisdiction", "Indemnifications", "General", "Expenses", "Non-Disparagement", "Notices", "Assigns", "Payments", "Sales", "Transactions With Affiliates", "Interpretations", "Publicity", "Waiver Of Jury Trials", "Existence", "Consents", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, (a)\u00a0do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business (except as such would otherwise reasonably expire, be abandoned or permitted to lapse in the ordinary course of business), and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent a failure to comply with this Section 5.03 would not reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section\u00a06.03, and (b)\u00a0carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted, or any business, field or enterprise reasonably related, similar, ancillary, complimentary or incidental thereto.", "references": ["Anti-Corruption Laws", "Organizations", "Capitalization", "Interpretations", "Submission To Jurisdiction", "Change In Control", "Representations", "Consents", "Applicable Laws", "Liens", "Erisa", "Forfeitures", "Qualifications", "Payments", "Notices", "Adjustments", "Jurisdictions", "Enforcements", "Participations", "Indemnity", "Costs", "Positions", "Interests", "Insurances", "Terms", "Headings", "Employment", "Disability", "Construction", "Vesting", "Existence"], "gold": ["Existence"]}
+{"input": "This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.\u00a0 Delivery of an executed counterpart of a signature page\u00a0of this Agreement in Portable Document Format (PDF)\u00a0or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.", "references": ["Withholdings", "No Defaults", "Interpretations", "Change In Control", "Headings", "Cooperation", "Remedies", "Benefits", "Brokers", "Construction", "Subsidiaries", "Waivers", "Fees", "Records", "Non-Disparagement", "Solvency", "Books", "Authorizations", "Terms", "Effective Dates", "Indemnity", "Sales", "Miscellaneous", "General", "Confidentiality", "Waiver Of Jury Trials", "Organizations", "Specific Performance", "Insurances", "Expenses", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The audited financial statements and unaudited interim financial statements of the Parent included in the Parent Reports (collectively, the \u201cParent Financial Statements\u201d) (i) complied as to form in all material respects with applicable accounting requirements and, as appropriate, the published rules and regulations of the SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Parent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Parent.", "references": ["Entire Agreements", "Qualifications", "Warranties", "Disability", "Terminations", "Releases", "Sanctions", "Anti-Corruption Laws", "Approvals", "Headings", "Brokers", "Effectiveness", "Solvency", "Arbitration", "Liens", "Forfeitures", "Counterparts", "Indemnifications", "Submission To Jurisdiction", "No Defaults", "Authority", "Defined Terms", "Capitalization", "Enforceability", "Jurisdictions", "Waivers", "Organizations", "Assigns", "Insurances", "Governing Laws", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The representations and warranties contained herein shall survive the Closing Date and the delivery of the Securities.", "references": ["Amendments", "Definitions", "Modifications", "Waivers", "Notices", "Positions", "Duties", "Liens", "Effective Dates", "Successors", "Integration", "Anti-Corruption Laws", "Entire Agreements", "Erisa", "Records", "Waiver Of Jury Trials", "Interests", "Assigns", "Construction", "Disability", "Cooperation", "Counterparts", "Specific Performance", "Litigations", "Death", "Disclosures", "Severability", "Releases", "Sales", "Closings", "Survival"], "gold": ["Survival"]}
+{"input": "All notices under this Agreement may be given by email PDF, personal delivery, by nationally recognized overnight courier, by certified mail, return receipt requested, enclosed in a duly post-paid envelope and addressed to the post office address provided by the party to receive notice. Any notice to Company sent pursuant to this Section 7(a) shall be addressed to the Company\u2019s General Counsel.", "references": ["Specific Performance", "Authority", "Non-Disparagement", "Records", "Financial Statements", "Amendments", "Cooperation", "No Conflicts", "Insurances", "Subsidiaries", "Taxes", "Brokers", "Terminations", "Base Salary", "Positions", "Interpretations", "Disclosures", "Payments", "Death", "Closings", "Litigations", "Expenses", "General", "Authorizations", "Assignments", "Approvals", "Qualifications", "Tax Withholdings", "Disability", "Duties", "Notices"], "gold": ["Notices"]}
+{"input": "The Parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing covenants in this Section 4 may be inadequate and that the Buyer or the Seller Parties, as applicable, in addition to any other relief available to it, shall be entitled to such temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In the event that any court will not reform such covenants, then the Parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted by applicable Legal Requirements.", "references": ["Compliance With Laws", "Non-Disparagement", "Base Salary", "No Waivers", "Titles", "Participations", "Defined Terms", "Warranties", "Powers", "Indemnifications", "Vacations", "Records", "Waivers", "Authorizations", "Books", "Approvals", "Enforceability", "Notices", "Amendments", "Intellectual Property", "Litigations", "No Conflicts", "Effective Dates", "Binding Effects", "Releases", "Specific Performance", "Payments", "Interests", "Sanctions", "Transactions With Affiliates", "Remedies"], "gold": ["Remedies"]}
+{"input": "If any provision contained within this Section is found to be unenforceable by reason of the extent, duration or scope thereof, or otherwise, then such restriction shall be enforced to the maximum extent permitted by law, and the Executive agrees that such extent, duration or scope may be modified in any proceeding brought to enforce such restriction.", "references": ["Modifications", "Survival", "Specific Performance", "Participations", "Terminations", "Jurisdictions", "Expenses", "Assigns", "Sales", "Confidentiality", "Records", "Counterparts", "Liens", "Binding Effects", "Fees", "Qualifications", "Base Salary", "Governing Laws", "Warranties", "Existence", "Venues", "Assignments", "Interests", "Releases", "Arbitration", "Disclosures", "Anti-Corruption Laws", "Defined Terms", "Cooperation", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "THE BORROWER, EACH PLEDGOR AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE JOINT LEAD ARRANGERS MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER, ANY PLEDGOR OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Benefits", "Subsidiaries", "No Conflicts", "Organizations", "Disability", "Arbitration", "Interests", "Amendments", "Waivers", "Applicable Laws", "Sales", "Waiver Of Jury Trials", "Effectiveness", "Compliance With Laws", "Records", "Further Assurances", "Integration", "Books", "Enforcements", "Governing Laws", "Base Salary", "Authorizations", "Closings", "Miscellaneous", "Sanctions", "Capitalization", "Venues", "Approvals", "Existence", "No Defaults", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Lender shall have received payment of all accrued Commitment Fees, the Upfront Fee and the Retainer Fee.", "references": ["Brokers", "Warranties", "Waivers", "Insurances", "Representations", "Waiver Of Jury Trials", "Base Salary", "Counterparts", "Terminations", "Non-Disparagement", "Consents", "Solvency", "Authority", "Notices", "Submission To Jurisdiction", "Compliance With Laws", "Employment", "Interests", "Agreements", "Costs", "No Waivers", "Payments", "Capitalization", "Amendments", "Jurisdictions", "Participations", "Disclosures", "Transactions With Affiliates", "Titles", "Modifications", "Fees"], "gold": ["Fees"]}
+{"input": "Each Relevant Party is duly qualified and in good standing in each state or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.", "references": ["Benefits", "Enforcements", "Submission To Jurisdiction", "Remedies", "Existence", "General", "Governing Laws", "Venues", "Indemnifications", "Organizations", "Capitalization", "Solvency", "Erisa", "Representations", "Definitions", "Participations", "Costs", "Payments", "No Waivers", "Assigns", "Consent To Jurisdiction", "Sales", "Titles", "Arbitration", "Withholdings", "Authority", "Applicable Laws", "Successors", "Integration", "Litigations", "Qualifications"], "gold": ["Qualifications"]}
+{"input": "The Company shall reimburse Executive for all reasonable out-of-pocket business, travel and entertainment expenses incurred by Executive in the performance of the duties and responsibilities hereunder. Such reimbursement shall be subject to the Company\u2019s normal policies and procedures for expense pre-approval and verification, documentation and reimbursement.", "references": ["Records", "Brokers", "Submission To Jurisdiction", "Governing Laws", "Interpretations", "Qualifications", "No Conflicts", "Employment", "Sanctions", "Vacations", "Severability", "Terms", "Waivers", "Subsidiaries", "Participations", "Successors", "Warranties", "Confidentiality", "Powers", "Effectiveness", "Construction", "Indemnity", "Applicable Laws", "Transactions With Affiliates", "Indemnifications", "Positions", "Capitalization", "Counterparts", "Headings", "Non-Disparagement", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Tenth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Tenth Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Vesting", "Waiver Of Jury Trials", "Cooperation", "Positions", "Litigations", "Interests", "Representations", "Withholdings", "Sales", "Remedies", "Assigns", "Closings", "Disability", "Interpretations", "Successors", "Confidentiality", "Arbitration", "Survival", "Use Of Proceeds", "Consent To Jurisdiction", "Agreements", "Applicable Laws", "Anti-Corruption Laws", "Taxes", "Organizations", "Benefits", "Severability", "Publicity", "Notices", "Warranties", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.24 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, each LC Issuing Bank, each Swing Line Bank or the Borrower may at any time have against, or with respect to, such Defaulting Lender. In particular, subject to Section 7.15 , no reallocation under Section 2.24(a)(iv) shall constitute a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank, any Swing Line Bank or any Lender may have against a Defaulting Lender arising from such Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender\u2019s increased Outstanding Credits following such reallocation.", "references": ["Adjustments", "Interpretations", "Sanctions", "General", "Litigations", "Cooperation", "Death", "Insurances", "Modifications", "Non-Disparagement", "Qualifications", "Survival", "Effective Dates", "Agreements", "Use Of Proceeds", "Terms", "Duties", "Payments", "Closings", "Remedies", "Consent To Jurisdiction", "Liens", "Anti-Corruption Laws", "Disclosures", "Enforceability", "Notices", "Books", "Further Assurances", "Vacations", "Enforcements", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Employee will be entitled to paid vacation of 4 weeks per calendar year, prorated the first calendar year of employment and holidays in accordance with the holiday policies of AXOGEN in effect for its employees from time to time. Vacation must be taken by Employee at such time or times as reasonably approved by AXOGEN.", "references": ["Waiver Of Jury Trials", "Closings", "Solvency", "Assignments", "No Defaults", "Capitalization", "No Waivers", "Terms", "Records", "Interests", "Brokers", "Releases", "Severability", "Compliance With Laws", "Definitions", "Warranties", "Use Of Proceeds", "Intellectual Property", "Consent To Jurisdiction", "Counterparts", "Defined Terms", "Survival", "Successors", "Effective Dates", "Qualifications", "Construction", "Anti-Corruption Laws", "Payments", "Non-Disparagement", "Authorizations", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Agreement is the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all proposals or agreements, oral or written, and all other communications between the parties related to the subject matter of this Agreement. This Agreement can be modified only by a written agreement duly signed by the persons authorized to sign agreements on behalf of Licensee and Licensor, respectively. Neither party shall have the right to assign (by operation of law, merger, change of control or otherwise), transfer or license or sublicense any of its rights hereunder without the consent of the other party, which such party may withhold at its sole discretion. If any provision of this Agreement is adjudged by any court to be void, illegal or unenforceable, in whole or in part, this adjudication shall not affect the remainder of such provision or the validity and continuation of the remainder of this Agreement. If as a result of such adjudication, continuation of this Agreement would be inconsistent with the fundamental intentions of the parties, the parties shall use reasonable business efforts to agree on substitute provision(s), which, while valid, will achieve as closely as possible the same effects as the invalid provision(s). Neither party shall be deemed the drafter of this Agreement. The relationship between Licensor and Licensee hereunder shall at all times be that of independent contractors, and nothing contained in this Agreement shall render or constitute Licensor and Licensee joint venturers, partners, or agents of each other or allow a party to legally bind the other party with respect to any third party. Captions contained in this Agreement are for reference purposes only and do not constitute part of this Agreement. This Agreement may be executed in one or more counterparts, each of which is deemed an original, but all of which together will constitute one and the same instrument.", "references": ["Venues", "Authority", "General", "Employment", "Consents", "Compliance With Laws", "Use Of Proceeds", "Organizations", "Representations", "Enforcements", "Construction", "Headings", "Books", "Qualifications", "Disability", "Capitalization", "Erisa", "Survival", "Warranties", "No Waivers", "Severability", "Terminations", "Effective Dates", "Waiver Of Jury Trials", "Defined Terms", "Anti-Corruption Laws", "Records", "Assignments", "Definitions", "Insurances", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "From time to time, at the request of Parent and without further consideration, the Shareholder shall promptly execute and deliver such additional documents and take all such further action as may be necessary to consummate and make effective the transactions contemplated by this Agreement.", "references": ["Interests", "Successors", "Organizations", "Headings", "Adjustments", "Consents", "Cooperation", "Liens", "Subsidiaries", "Titles", "Compliance With Laws", "Costs", "Interpretations", "No Waivers", "Arbitration", "Solvency", "Entire Agreements", "Modifications", "Withholdings", "Closings", "Sanctions", "Expenses", "Benefits", "Terms", "Terminations", "Defined Terms", "Use Of Proceeds", "Non-Disparagement", "General", "Notices", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Except as set forth on Schedule 8.4 , there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened in writing with respect to Holdings, the Borrower or any of the Restricted Subsidiaries that have a reasonable likelihood of adverse determination and such determination could reasonably be expected to result in a Material Adverse Effect.", "references": ["Compliance With Laws", "Entire Agreements", "Specific Performance", "Waiver Of Jury Trials", "Indemnifications", "General", "Taxes", "Cooperation", "Powers", "No Waivers", "Miscellaneous", "Notices", "Enforcements", "Interpretations", "Forfeitures", "Books", "Death", "No Conflicts", "Confidentiality", "Amendments", "Assignments", "Costs", "Agreements", "Positions", "Governing Laws", "Counterparts", "Benefits", "Transactions With Affiliates", "Venues", "Use Of Proceeds", "Litigations"], "gold": ["Litigations"]}
+{"input": "Except for transactions between or among Loan Parties, Raptors Merger Sub, Inc. and any Receivables Subsidiary, conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm\u2019s-length transaction with a Person not an Affiliate.", "references": ["Approvals", "Integration", "Assignments", "Financial Statements", "Terms", "Amendments", "Change In Control", "Solvency", "Interpretations", "Titles", "No Waivers", "Releases", "Waivers", "Publicity", "Submission To Jurisdiction", "Defined Terms", "Counterparts", "Interests", "Brokers", "Enforcements", "Binding Effects", "Erisa", "Vacations", "No Conflicts", "Consents", "Remedies", "Vesting", "Miscellaneous", "Modifications", "Sales", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "If any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.", "references": ["Integration", "Benefits", "Tax Withholdings", "Arbitration", "Vacations", "Interpretations", "Defined Terms", "Authority", "Powers", "Fees", "Applicable Laws", "Sales", "Remedies", "Agreements", "Authorizations", "Records", "Binding Effects", "Publicity", "Forfeitures", "Payments", "Withholdings", "Governing Laws", "Headings", "Waiver Of Jury Trials", "Sanctions", "Positions", "Approvals", "Titles", "Assignments", "Jurisdictions", "Severability"], "gold": ["Severability"]}
+{"input": "The Companies and Indemnitee each irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or Proceeding that arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.", "references": ["Fees", "Powers", "Titles", "Disclosures", "Payments", "Withholdings", "Effective Dates", "Warranties", "Litigations", "Terminations", "Records", "Authority", "Effectiveness", "Notices", "Defined Terms", "Enforceability", "Miscellaneous", "Erisa", "Insurances", "Positions", "Entire Agreements", "Jurisdictions", "Integration", "Sales", "Vacations", "Qualifications", "Disability", "Tax Withholdings", "Base Salary", "Cooperation", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "After giving effect to the consummation of the Transaction and the other transactions contemplated hereby, there shall be no conflict with, or default under any material agreement to which the Borrower or any Subsidiary Guarantor is a party.", "references": ["Payments", "Effectiveness", "Non-Disparagement", "Sales", "No Defaults", "Miscellaneous", "Vacations", "Assigns", "Governing Laws", "Confidentiality", "Solvency", "Insurances", "Disability", "Entire Agreements", "Submission To Jurisdiction", "Counterparts", "Terminations", "Construction", "Taxes", "Base Salary", "Indemnity", "No Waivers", "Modifications", "Indemnifications", "Change In Control", "Publicity", "Jurisdictions", "Further Assurances", "Disclosures", "Specific Performance", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Investor\u2019s remedies provided in this Agreement, including, without limitation, the Investor\u2019s remedies provided in Section 9, shall be cumulative and in addition to all other remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Investor's right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement. \u00a0The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor and that the remedy at law for any such breach may be inadequate. \u00a0The Company therefore agrees that, in the event of any such breach or threatened breach, the Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.", "references": ["Headings", "Authority", "Venues", "Closings", "No Defaults", "Base Salary", "Notices", "Jurisdictions", "Vacations", "Governing Laws", "Publicity", "Solvency", "Forfeitures", "Enforceability", "Litigations", "Waiver Of Jury Trials", "Indemnifications", "Waivers", "Consents", "Enforcements", "Titles", "Liens", "Records", "Assignments", "Use Of Proceeds", "Terminations", "Cooperation", "General", "Counterparts", "Successors", "Remedies"], "gold": ["Remedies"]}
+{"input": "If the Incremental Term Facility and/or Incremental Revolving Commitments are effected in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the \u201c Increase Effective Date \u201d) and the final allocations of such Incremental Term Facility and/or Incremental Revolving Commitments which, for any existing Lender participating in such Incremental Term Facility or Incremental Revolving Commitments, need not be ratable in accordance with their respective Pro Rata Shares prior to such increase). The Administrative Agent shall promptly notify the Borrower and the Lenders of such final allocations and the Increase Effective Date.", "references": ["No Waivers", "Brokers", "Further Assurances", "Titles", "Litigations", "Sanctions", "Qualifications", "Sales", "Participations", "Use Of Proceeds", "Vesting", "Fees", "Representations", "Agreements", "Vacations", "Non-Disparagement", "Consent To Jurisdiction", "Terms", "Warranties", "Approvals", "Specific Performance", "Compliance With Laws", "Publicity", "Governing Laws", "Enforceability", "Payments", "Assignments", "Anti-Corruption Laws", "Taxes", "Indemnity", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter including that certain Memorandum of Understanding dated September 20, 2017.", "references": ["Interests", "Indemnity", "Death", "Specific Performance", "Interpretations", "No Defaults", "Enforcements", "Successors", "Non-Disparagement", "Anti-Corruption Laws", "Waivers", "Benefits", "Submission To Jurisdiction", "Participations", "Powers", "Warranties", "Indemnifications", "Adjustments", "Severability", "Enforceability", "Miscellaneous", "Terminations", "Brokers", "Consent To Jurisdiction", "Assigns", "Positions", "Base Salary", "Headings", "Organizations", "Effectiveness", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company has no Subsidiary.", "references": ["Defined Terms", "Notices", "Solvency", "Representations", "Compliance With Laws", "Positions", "Terminations", "Terms", "Employment", "Litigations", "Warranties", "Death", "Counterparts", "Base Salary", "Qualifications", "Forfeitures", "Change In Control", "Submission To Jurisdiction", "Waivers", "Consent To Jurisdiction", "Remedies", "Entire Agreements", "Miscellaneous", "Expenses", "Modifications", "Enforceability", "Binding Effects", "Adjustments", "Vacations", "Assignments", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "All of the disclosures furnished by or on behalf of HPPI to Mayne Pharma regarding HPPI and HPPI\u2019s Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules, and all of the representations and warranties of HPPI contained herein, are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by HPPI during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. HPPI acknowledges and agrees that Mayne Pharma does not make or has not made any representations or warranties with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Section \u00a03.2 hereof.", "references": ["Compliance With Laws", "Litigations", "Integration", "Effectiveness", "Expenses", "Publicity", "Vacations", "Authorizations", "Remedies", "Defined Terms", "Assigns", "Qualifications", "Indemnifications", "Miscellaneous", "Payments", "Forfeitures", "Vesting", "Cooperation", "Withholdings", "Anti-Corruption Laws", "Effective Dates", "Representations", "Governing Laws", "Organizations", "Survival", "Employment", "Taxes", "Definitions", "Adjustments", "Further Assurances", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The closing (the \u201c Closing \u201d) of the transactions contemplated hereby shall take place at the offices of Ballard Spahr LLP, commencing at 10:00\u00a0a.m., Philadelphia time, on June 7, 2018 or such other place or date as to which the Agent, the Banks and the Borrower shall agree.\u00a0\u00a0The date on which the Closing shall be completed is referred to herein as the \u201c Closing Date \u201d.", "references": ["Payments", "Agreements", "Cooperation", "Existence", "Miscellaneous", "Confidentiality", "Consent To Jurisdiction", "Solvency", "Enforcements", "Disclosures", "Brokers", "Records", "Authority", "Releases", "Governing Laws", "Effectiveness", "Survival", "Qualifications", "Positions", "Forfeitures", "Terminations", "Warranties", "Books", "Sales", "Enforceability", "Notices", "Construction", "Counterparts", "Expenses", "Withholdings", "Closings"], "gold": ["Closings"]}
+{"input": "To the Borrower\u2019s Knowledge, all written information that has been made available by any of the Loan Parties to any Secured Party in connection with the transactions contemplated by this Agreement and the other Operative Documents (such information to be taken as a whole, including, without limitation, updated or supplemented information), or that has been furnished by any of the Loan Parties to any third party in connection with the preparation and delivery by such third party of a report or certificate to any Secured Party, is complete and correct in all material respects, and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading under the circumstances in which they are made; provided , however , that in each case no representation or warranty is made with respect to projections, assumptions or other forward-looking statements provided by or on behalf of the Loan Parties with respect to the Advance Models other than as provided in Section 4.1(s) .", "references": ["Modifications", "Qualifications", "Costs", "Vesting", "Effective Dates", "Counterparts", "Effectiveness", "Indemnity", "Remedies", "Amendments", "No Conflicts", "Titles", "Transactions With Affiliates", "Capitalization", "Insurances", "Publicity", "Construction", "Erisa", "Death", "Taxes", "Sanctions", "Authority", "Agreements", "Consents", "Cooperation", "General", "Submission To Jurisdiction", "Further Assurances", "Representations", "Intellectual Property", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.", "references": ["Powers", "Venues", "General", "Cooperation", "Organizations", "Expenses", "Notices", "Authorizations", "Submission To Jurisdiction", "Vacations", "Qualifications", "Further Assurances", "Warranties", "Duties", "Employment", "Fees", "Remedies", "Compliance With Laws", "Payments", "Waivers", "Publicity", "Confidentiality", "Books", "No Waivers", "Counterparts", "Withholdings", "Sales", "Agreements", "Indemnifications", "No Conflicts", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "(a) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i)\u00a0each Group Member and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder; (ii)\u00a0no ERISA Event has occurred or is reasonably expected to occur; (iii)\u00a0all amounts required by applicable law with respect to, or by the terms of, any retiree welfare benefit arrangement maintained by any Group Member or any ERISA Affiliate or to which any Group Member or any ERISA Affiliate has an obligation to contribute have been accrued in accordance with Statement of Financial Accounting Standards No.\u00a0106; and (iv)\u00a0the present value of all accumulated benefit obligations under each Pension Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of such Pension Plan allocable to such accrued benefits, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of all such underfunded Pension Plans.", "references": ["Cooperation", "Defined Terms", "Enforceability", "Liens", "Releases", "General", "Venues", "Terms", "Solvency", "Death", "Qualifications", "Headings", "Interests", "Benefits", "Records", "Jurisdictions", "Approvals", "Applicable Laws", "Enforcements", "Titles", "Effectiveness", "Costs", "Survival", "Non-Disparagement", "Waiver Of Jury Trials", "Sanctions", "Insurances", "Vesting", "Powers", "Disclosures", "Erisa"], "gold": ["Erisa"]}
+{"input": "Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party's signature to the Notice or at such other address as such party may designate in writing from time to time to the other party.", "references": ["Qualifications", "Integration", "Anti-Corruption Laws", "Organizations", "Jurisdictions", "Transactions With Affiliates", "Use Of Proceeds", "Cooperation", "Subsidiaries", "Insurances", "No Waivers", "Amendments", "Titles", "Enforcements", "Binding Effects", "Publicity", "Authority", "Fees", "Agreements", "Employment", "No Defaults", "Liens", "Headings", "Construction", "Capitalization", "Indemnifications", "Confidentiality", "Brokers", "Books", "Releases", "Notices"], "gold": ["Notices"]}
+{"input": "Each Bank shall, ratably in accordance with its Commitment and on a several (and not joint) basis, indemnify the Administrative Agent (to the extent not reimbursed by IR\u00a0Parent or the Borrowers) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the Administrative Agent\u2019s bad faith, gross negligence, willful misconduct or material breach of its obligations under this Agreement, as determined in a final, non-appealable judgment by a court of competent jurisdiction) that the Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by the Administrative Agent hereunder in its capacity as the Administrative Agent.", "references": ["Anti-Corruption Laws", "Interests", "Forfeitures", "Change In Control", "Tax Withholdings", "Base Salary", "Disability", "Closings", "Integration", "Jurisdictions", "Waiver Of Jury Trials", "Authorizations", "Employment", "Venues", "No Defaults", "Publicity", "Books", "Releases", "Solvency", "Binding Effects", "Authority", "Further Assurances", "Use Of Proceeds", "Consent To Jurisdiction", "Qualifications", "Effectiveness", "Submission To Jurisdiction", "Organizations", "Terminations", "Fees", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Borrower shall at all times own or otherwise have rights to use all IP Rights that are reasonably necessary for the operation of its business and the management and administration of all of the Collateral, without conflict with the rights of any other Person.\u00a0 The Borrower shall at all times own and/or have rights to use and maintain in good operating condition information systems and operational support systems that are reasonably necessary for the operation of its business and the management and administration of all of the Collateral.", "references": ["Waivers", "No Defaults", "Jurisdictions", "Headings", "Qualifications", "Use Of Proceeds", "Costs", "Subsidiaries", "Disclosures", "Erisa", "Remedies", "Warranties", "Notices", "Interests", "Applicable Laws", "Modifications", "Cooperation", "Governing Laws", "Payments", "Waiver Of Jury Trials", "Positions", "Vacations", "Records", "Tax Withholdings", "Disability", "Venues", "Organizations", "Compliance With Laws", "Brokers", "Effectiveness", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Any dispute or controversy arising under or in connection with this Plan that cannot be mutually resolved by the Company and a Participant and their respective advisors and representatives shall be settled exclusively by arbitration in Atlanta, Georgia in accordance with the rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Participant, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association. The Company shall reimburse the Participant\u2019s reasonable legal fees if he prevails on a material issue in arbitration.", "references": ["Transactions With Affiliates", "Further Assurances", "Adjustments", "Compliance With Laws", "Counterparts", "Interests", "Enforcements", "Effectiveness", "Interpretations", "Withholdings", "Intellectual Property", "Cooperation", "Sales", "Taxes", "Binding Effects", "Disclosures", "Amendments", "Warranties", "Benefits", "Submission To Jurisdiction", "Base Salary", "Vacations", "Agreements", "Organizations", "Releases", "Consent To Jurisdiction", "Applicable Laws", "Liens", "Consents", "Modifications", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law of Delaware or any other jurisdiction.", "references": ["Sales", "Erisa", "Disability", "Miscellaneous", "Base Salary", "Vesting", "Positions", "Severability", "Sanctions", "Solvency", "Amendments", "Representations", "Litigations", "Subsidiaries", "General", "Defined Terms", "Liens", "Effective Dates", "Remedies", "Withholdings", "Brokers", "Forfeitures", "Death", "Capitalization", "Confidentiality", "Waivers", "Fees", "Authorizations", "Adjustments", "Financial Statements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Letter Agreement may be executed in one or more counterparts (including by means of telecopied or .pdf signature pages), all of which shall be considered one and the same agreement.", "references": ["Vacations", "Cooperation", "Interests", "Enforceability", "Disability", "Brokers", "Indemnity", "Entire Agreements", "Death", "Miscellaneous", "Notices", "Confidentiality", "Litigations", "Use Of Proceeds", "Erisa", "Organizations", "Qualifications", "Specific Performance", "Enforcements", "Authority", "Warranties", "General", "Successors", "Consent To Jurisdiction", "Payments", "Submission To Jurisdiction", "Assigns", "Liens", "Approvals", "Expenses", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Seller has maintained and shall maintain casualty insurance in the amount of the full replacement value of the Assets. Such policies are in full force and effect and each (or a substantially equivalent replacement) will be maintained in full force and effect through Closing. Seller has maintained and will continue to maintain in force insurance coverage adequate to protect the Assets and the Business through the date of Closing.", "references": ["Adjustments", "Books", "Disability", "Authority", "Titles", "Sales", "Waivers", "Change In Control", "Capitalization", "Transactions With Affiliates", "Financial Statements", "Interpretations", "Benefits", "Amendments", "Integration", "Binding Effects", "Anti-Corruption Laws", "Consent To Jurisdiction", "Releases", "Positions", "Sanctions", "No Waivers", "Waiver Of Jury Trials", "Duties", "Arbitration", "Successors", "No Conflicts", "Effective Dates", "Enforceability", "Entire Agreements", "Insurances"], "gold": ["Insurances"]}
+{"input": "All representations, warranties, covenants and agreements made herein and which by their express terms or by implication are to be performed after the execution and or termination hereof, or are prospective in nature, shall survive such execution or termination, as the case may be, including Sections 2.6.3 , 2.6.5 , 2.6.6 , 3.7 , 3.9 , 3.17 , 3.18 , 3.20 , 3.21 , 6.1 , 7.4 , ARTICLE VIII , Section 9.3 , Section 9.4 (solely to the extent a Triggering Event had occurred prior to the expiration or termination of this Agreement or if this Agreement is terminated pursuant to Section 9.2.5 ), ARTICLE X , Sections 11.1 , 11.2 , 11.4 , 11.5 , 12.1 , 12.2 , 12.3 , 12.4 , 12.5 , 12.7 , 12.8 and 12.9 .", "references": ["Consent To Jurisdiction", "Remedies", "Miscellaneous", "Further Assurances", "Terms", "Tax Withholdings", "Agreements", "Applicable Laws", "Benefits", "Expenses", "Waiver Of Jury Trials", "Venues", "Transactions With Affiliates", "Interpretations", "Withholdings", "Consents", "Books", "Binding Effects", "Capitalization", "Closings", "Existence", "Headings", "Taxes", "Forfeitures", "Assignments", "Disclosures", "Confidentiality", "Organizations", "Interests", "Powers", "Survival"], "gold": ["Survival"]}
+{"input": "Except as provided by federal law, this Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware excluding any conflict-of-laws rule\u00a0or principle therein contained under which any other law would be applicable.", "references": ["Vesting", "Forfeitures", "Adjustments", "No Waivers", "Benefits", "Binding Effects", "Assigns", "Vacations", "Representations", "Submission To Jurisdiction", "Insurances", "Organizations", "Consents", "Approvals", "Cooperation", "Counterparts", "Modifications", "Payments", "Positions", "Taxes", "Employment", "Costs", "Existence", "Qualifications", "Terminations", "Effectiveness", "Amendments", "Non-Disparagement", "No Defaults", "Disability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Executive shall be entitled to no compensation or other benefits under this Article 4 unless (x) within 90 days after the Executive's employment termination the Executive shall have entered into a release in form satisfactory to the Bank acknowledging the Executive's remaining obligations and discharging the Bank, as well as the Bank's officers, directors, and employees for their actions for or on behalf of the Bank, from any other claims or obligations arising out of the Executive' s employment by the Bank, including the circumstances of the Executive's employment termination, and (y) within that 90-day period the release shall have become irrevocable, final, and binding on the Executive under all applicable law, with expiration of all applicable revocation periods.\u00a0\u00a0I f the final day of the 90-day period for execution and finality of a liability release occurs in the taxable year after the year in which the Executive\u2019s employment termination occurs, the benefits to the Executive under this Article 4 shall be payable in the taxable year in which the 90-day period ends and shall not be paid in the taxable year in which employment termination occurs. Nothing in this Section 4.3 is intended to abrogate the Executive\u2019s review and revocation rights under the Older Workers\u2019 Benefit Protection Act that may be included in any such release, and the 90-day period shall be extended if necessary to permit Executive to exercise such rights.\u00a0\u00a0The non-compete and other covenants contained in Article 7 of this Agreement are not contingent on the Executive entering into a release under this Section 4.3 and shall be effective regardless of whether the Executive enters into the release.", "references": ["Insurances", "Representations", "Adjustments", "Vesting", "Authority", "Construction", "Sanctions", "Positions", "Venues", "Enforcements", "Survival", "Indemnifications", "General", "Withholdings", "Titles", "Effectiveness", "Employment", "No Defaults", "Governing Laws", "Waiver Of Jury Trials", "Books", "Authorizations", "Non-Disparagement", "Financial Statements", "Approvals", "Records", "Participations", "Confidentiality", "Compliance With Laws", "Definitions", "Releases"], "gold": ["Releases"]}
+{"input": "Each party\u2019s obligations under this Section shall survive the termination of the Loan Documents and payment of the other Obligations.", "references": ["Financial Statements", "Terms", "Assignments", "Headings", "Definitions", "Venues", "No Defaults", "Closings", "Terminations", "Organizations", "Further Assurances", "Capitalization", "Existence", "Effectiveness", "Agreements", "Positions", "Interests", "Fees", "Indemnity", "Death", "Taxes", "Brokers", "Effective Dates", "Costs", "Expenses", "Entire Agreements", "Counterparts", "Withholdings", "Erisa", "Powers", "Survival"], "gold": ["Survival"]}
+{"input": "All of the Deferred Stock Units shall initially be unvested. 100% of the Deferred Stock Units shall become vested on the earlier of (i) the one-year anniversary of the [Grant Date/most recently completed Annual Meeting of Stockholders] and (ii)\u00a0the next Annual Meeting of Stockholders that occurs after the Grant Date (the \u201c Vesting Date \u201d), provided the Director has continued on the Board until the end of such Vesting Date. All of the Deferred Stock Units credited to the Account shall become fully vested upon the occurrence of a Change in Control (as defined in Appendix A) or the Director\u2019s death, provided the Director is then serving on the Board.", "references": ["Confidentiality", "Definitions", "Capitalization", "Litigations", "Insurances", "Death", "Integration", "Compliance With Laws", "Agreements", "Books", "Organizations", "Notices", "Enforcements", "Terms", "Payments", "Further Assurances", "Employment", "General", "Taxes", "Representations", "Vacations", "Disclosures", "Waiver Of Jury Trials", "Records", "Consent To Jurisdiction", "Powers", "Waivers", "Entire Agreements", "Amendments", "Indemnifications", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement and the rights hereunder may not be assigned by Buyer without the prior written consent of Sellers and Contributee. This Agreement and the rights hereunder may not be assigned by Contributee without the prior written consent of Sellers; provided , however , that (a)\u00a0Contributee shall be permitted to collaterally assign without Sellers\u2019 consent this Agreement and its rights herein and in the other Transaction Documents to Contributee\u2019s and its Affiliate\u2019s lenders and (b)\u00a0Contributee may assign without Sellers\u2019 consent the provisions and benefits of this Agreement to any transferee of all or substantially all of the Pipelogic Business, and Sellers hereby consent to any such assignment; provided , however , that no such assignment shall relieve Contributee of its obligations hereunder. This Agreement and the rights hereunder may not be assigned by Sellers without the prior written consent of Contributee; provided, however , that prior to the Closing CSL Energy Holdings may assign its rights and obligations hereunder (including its rights to receive its portion of the Buyer Shares) to one of its Affiliates without the consent of Contributee or Buyer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.", "references": ["Vesting", "Indemnifications", "Binding Effects", "Severability", "Positions", "Adjustments", "Vacations", "Expenses", "Disclosures", "Venues", "Consent To Jurisdiction", "Headings", "Withholdings", "Submission To Jurisdiction", "Terminations", "Remedies", "Subsidiaries", "Consents", "Waivers", "Participations", "Effective Dates", "Waiver Of Jury Trials", "Modifications", "Payments", "Defined Terms", "Entire Agreements", "Warranties", "Death", "Change In Control", "Definitions", "Assignments"], "gold": ["Assignments"]}
+{"input": "After giving effect to the consummation of the transactions contemplated by this Agreement, Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature. No transfer of property is being made and no indebtedness is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Company or any Subsidiary of Company.", "references": ["Survival", "Successors", "Venues", "Base Salary", "Brokers", "Enforcements", "Indemnifications", "Costs", "Interests", "Vesting", "Withholdings", "Employment", "Consent To Jurisdiction", "Entire Agreements", "Non-Disparagement", "Benefits", "Terms", "Modifications", "Sanctions", "Specific Performance", "Books", "Miscellaneous", "Effective Dates", "Sales", "Remedies", "Representations", "Submission To Jurisdiction", "Participations", "Enforceability", "Definitions", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each Lender agrees that, without the prior written consent of Borrower Agent and Agent, it will not make any assignment or sell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Revolver Loan or other Obligation under the securities laws of the United States of America or of any jurisdiction.", "references": ["Definitions", "Releases", "Financial Statements", "Erisa", "Entire Agreements", "Jurisdictions", "Sales", "Vesting", "Subsidiaries", "Waivers", "Headings", "Arbitration", "No Conflicts", "Effectiveness", "Waiver Of Jury Trials", "Death", "Duties", "Benefits", "Enforceability", "Miscellaneous", "Survival", "Insurances", "Authorizations", "Books", "Enforcements", "Brokers", "Terms", "Approvals", "Capitalization", "Agreements", "Assignments"], "gold": ["Assignments"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, any L/C Issuer and/or the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Organizations", "Effective Dates", "Adjustments", "Applicable Laws", "Death", "Tax Withholdings", "Releases", "Books", "Litigations", "Vesting", "Headings", "Venues", "Jurisdictions", "Sanctions", "Integration", "Publicity", "Cooperation", "Interpretations", "Terms", "Expenses", "Anti-Corruption Laws", "Financial Statements", "Compliance With Laws", "Assignments", "Indemnity", "Erisa", "Change In Control", "Modifications", "Remedies", "No Conflicts", "Survival"], "gold": ["Survival"]}
+{"input": "Section 12.1 through Section 12.3 and 12.6 through 12.14 of the APA shall apply to this Warrant and are incorporated as if set forth herein, mutatis matandis .", "references": ["Vesting", "Base Salary", "Financial Statements", "Insurances", "Interests", "Definitions", "Organizations", "Titles", "Agreements", "Taxes", "Jurisdictions", "Authorizations", "Survival", "Death", "Terminations", "Disability", "No Waivers", "Subsidiaries", "Interpretations", "Authority", "Duties", "Effective Dates", "Forfeitures", "Expenses", "Terms", "Compliance With Laws", "Withholdings", "Governing Laws", "Liens", "Adjustments", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement or any Terms Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any security holder of the Company.", "references": ["Transactions With Affiliates", "Submission To Jurisdiction", "Effectiveness", "Expenses", "Publicity", "Forfeitures", "Withholdings", "Defined Terms", "Releases", "Modifications", "Intellectual Property", "Solvency", "Survival", "Qualifications", "Miscellaneous", "Positions", "Successors", "Taxes", "Consent To Jurisdiction", "Notices", "Enforceability", "Existence", "Further Assurances", "Waivers", "Sales", "Consents", "Jurisdictions", "Governing Laws", "Capitalization", "Compliance With Laws", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Except as otherwise specified herein, all notices and other communications required or permitted under this Award shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder may be delivered by hand, facsimile transmission, or overnight courier, in which event the notice shall be deemed effective when delivered or transmitted. All notices and other communications under this Award shall be given to the parties hereto at the following addresses: to the Company (attention of the Secretary), at the principal office of the Company or at any other address as the Company, by notice to Participant, may designate in writing from time to time; and to Participant, at Participant\u2019s address as shown on the records of the Company, or at any other address as Participant or, if applicable, the Participant\u2019s Beneficiary, by notice to the Company, may designate in writing from time to time pursuant to provisions of this Section 9.", "references": ["Interests", "Enforcements", "Intellectual Property", "Authorizations", "Cooperation", "Withholdings", "Headings", "Qualifications", "Liens", "Non-Disparagement", "Titles", "Benefits", "Litigations", "No Defaults", "Compliance With Laws", "Duties", "Tax Withholdings", "Applicable Laws", "Capitalization", "Terminations", "Expenses", "Existence", "Specific Performance", "Entire Agreements", "Powers", "Survival", "Assigns", "Vacations", "Defined Terms", "Anti-Corruption Laws", "Notices"], "gold": ["Notices"]}
+{"input": "AXOGEN hereby employs Employee, and Employee hereby accepts such employment, beginning October 29, 2018, all upon the terms and conditions set forth in this Agreement, including those set forth in the attached Schedules and Exhibits.", "references": ["Effectiveness", "Venues", "Sanctions", "Integration", "Powers", "Death", "Erisa", "Assigns", "Warranties", "Indemnity", "Insurances", "Representations", "Severability", "Enforcements", "Definitions", "Non-Disparagement", "Construction", "Cooperation", "Transactions With Affiliates", "Titles", "Sales", "Survival", "Binding Effects", "Amendments", "Change In Control", "Arbitration", "Specific Performance", "Adjustments", "Effective Dates", "Fees", "Employment"], "gold": ["Employment"]}
+{"input": "This Agreement may not be modified, altered or changed except by a written agreement signed by the Executive and a duly authorized representative of the Company.", "references": ["Benefits", "Employment", "Applicable Laws", "Terms", "Notices", "Modifications", "Duties", "Transactions With Affiliates", "Costs", "Records", "Subsidiaries", "Use Of Proceeds", "Indemnity", "Jurisdictions", "Warranties", "Qualifications", "Construction", "Payments", "Confidentiality", "Effectiveness", "Expenses", "Titles", "Forfeitures", "Terminations", "Integration", "Arbitration", "Death", "Defined Terms", "Consent To Jurisdiction", "Solvency", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Restricted Stock Award shall vest in a single installment on the earlier to occur of (i) the first anniversary of the Grant Date and (ii) immediately prior to and contingent upon the closing of a\u00a0Change in Control (as defined in the Equity Plan), subject in each case to the Non-Employee Director continuing in service as a Non-Employee Director through the vesting date. Unless the Board otherwise determines, any Restricted Stock Award that is unvested at the time of a Non-Employee Director\u2019s termination of service on the Board as a Non-Employee Director will be immediately forfeited upon such termination of service and will not thereafter become vested.", "references": ["Compliance With Laws", "Existence", "Releases", "Jurisdictions", "Payments", "Waiver Of Jury Trials", "Integration", "Qualifications", "Disclosures", "Enforceability", "Consents", "Miscellaneous", "Organizations", "Enforcements", "Books", "Venues", "Headings", "Governing Laws", "Counterparts", "Definitions", "Financial Statements", "Intellectual Property", "Benefits", "Erisa", "Non-Disparagement", "Positions", "Use Of Proceeds", "Construction", "Tax Withholdings", "Terminations", "Vesting"], "gold": ["Vesting"]}
+{"input": "Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser\u2019s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser\u2019s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect Short Sales or similar transactions in the future.", "references": ["Approvals", "Counterparts", "Vesting", "Construction", "Arbitration", "Specific Performance", "Representations", "General", "Binding Effects", "Submission To Jurisdiction", "Adjustments", "Sales", "Brokers", "No Waivers", "Duties", "Interests", "Venues", "Governing Laws", "Terminations", "Headings", "Assigns", "Effective Dates", "Effectiveness", "Use Of Proceeds", "Existence", "Publicity", "Benefits", "Qualifications", "Waiver Of Jury Trials", "Jurisdictions", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company\u2019s reports filed under the Exchange Act are being incorporated into an effective registration statement filed by the Company under the Securities Act).", "references": ["Severability", "Qualifications", "Positions", "Submission To Jurisdiction", "Titles", "Consents", "Interpretations", "No Waivers", "Miscellaneous", "Books", "Jurisdictions", "Existence", "Compliance With Laws", "Solvency", "Powers", "Authority", "Remedies", "No Conflicts", "Records", "Authorizations", "Participations", "Adjustments", "Intellectual Property", "Non-Disparagement", "Capitalization", "Expenses", "Indemnity", "Warranties", "Forfeitures", "Definitions", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "As of the Escrow Release Date: (a)\u00a0the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a)\u00a0of Schedule 8.12 , which Schedule sets forth, as of the Escrow Release Date, the legal name, jurisdiction of incorporation or formation and outstanding Equity Interests of each such Restricted Subsidiary, (b)\u00a0all of the outstanding Equity Interests in such Restricted Subsidiaries have been validly issued, are fully paid and non-assessable, and are owned by a Loan Party (or a Restricted Subsidiary of a Loan Party) in the amounts specified on Part (a)\u00a0of Schedule 8.12 free and clear of all Liens except for Liens in favor of the Agent under the Financing Agreements and Permitted Liens which do not have priority over the Liens of the Agent. Except as set forth in Schedule 8.12 , as of the Escrow Release Date, there are no outstanding rights to purchase any Equity Interests in any Restricted Subsidiary. As of the Escrow Release Date, the Loan Parties have no equity investments in any other Person other than those specifically disclosed in Schedule 10.2 . The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section\u00a04.3 are true and correct copies of each such document, each of which is valid and in full force and effect as of the Escrow Release Date.", "references": ["Insurances", "Survival", "Erisa", "Headings", "Agreements", "Litigations", "Jurisdictions", "Miscellaneous", "Assignments", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Consent To Jurisdiction", "Base Salary", "Notices", "Modifications", "Venues", "Powers", "Warranties", "Death", "Authorizations", "Binding Effects", "Representations", "Applicable Laws", "Sales", "Confidentiality", "Arbitration", "Use Of Proceeds", "Taxes", "No Defaults", "Cooperation", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Executive represents and warrants that Executive is not a party to any other employment, non-competition, or other agreement or restriction which could interfere with the Executive\u2019s employment with Heska or Executive\u2019s or Heska\u2019s rights and obligations hereunder and that Executive\u2019s acceptance of employment with Heska and the performance of Executive\u2019s duties hereunder will not breach the provisions of any contract, agreement, or understanding to which the Executive is party or any duty owed by the Executive to any other person.", "references": ["Intellectual Property", "Organizations", "Qualifications", "Interpretations", "Counterparts", "Severability", "Forfeitures", "Authority", "Jurisdictions", "Remedies", "Consents", "Publicity", "Successors", "Effectiveness", "Withholdings", "Change In Control", "Applicable Laws", "Benefits", "Amendments", "Indemnity", "Waiver Of Jury Trials", "Waivers", "Subsidiaries", "Integration", "Definitions", "Liens", "Venues", "Arbitration", "Approvals", "Sales", "Warranties"], "gold": ["Warranties"]}
+{"input": "Unless otherwise provided herein, all communications by any Originator or the Company under this Agreement or any other agreement entered into in connection herewith shall be in a writing personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, by e-mail or by telecopier (with confirmed receipt) to such Originator or Company, as the case may be, at its address set forth in Annex 2 or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. Any documentation in connection herewith, such as copies of invoices, may be sent by any Originator or Company by facsimile or by electronic mail attachment in portable document format (.pdf), and each Originator and Company may otherwise communicate by electronic mail or facsimile. Each Originator agrees that Company may presume the authenticity, genuineness, accuracy, completeness and due execution of any email or fax communication bearing a facsimile or scanned signature resembling a signature of an authorized Person of such Originator without further verification or inquiry by Company. Notwithstanding the foregoing, Company in its sole discretion may elect not to act or rely upon such a communication that it reasonably believes may not be authentic or genuine and shall be entitled (but not obligated) to make inquiries or require further action from such Originator to authenticate any such communication.", "references": ["Solvency", "Releases", "Consent To Jurisdiction", "Counterparts", "Consents", "Terminations", "Non-Disparagement", "Effective Dates", "Binding Effects", "Financial Statements", "Brokers", "Disclosures", "Terms", "No Defaults", "Headings", "Expenses", "Payments", "Representations", "Insurances", "Modifications", "Fees", "Indemnifications", "Compliance With Laws", "Transactions With Affiliates", "Capitalization", "Effectiveness", "Enforcements", "General", "Remedies", "Liens", "Notices"], "gold": ["Notices"]}
+{"input": "No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.\u00a0\u00a0The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.", "references": ["Qualifications", "Assignments", "Survival", "Change In Control", "Approvals", "Insurances", "Organizations", "Benefits", "Terms", "Participations", "Miscellaneous", "Definitions", "Interpretations", "Duties", "Counterparts", "Sanctions", "Releases", "Solvency", "Employment", "Consents", "Disclosures", "Severability", "Arbitration", "Confidentiality", "Titles", "Closings", "Effective Dates", "Waiver Of Jury Trials", "Successors", "Non-Disparagement", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Your rights in respect of the RSUs are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including your consent to the Company\u2019s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).", "references": ["Brokers", "Litigations", "Sanctions", "Participations", "Construction", "Books", "Anti-Corruption Laws", "Compliance With Laws", "Non-Disparagement", "Specific Performance", "Headings", "Enforcements", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Integration", "Disclosures", "Benefits", "Effective Dates", "Disability", "Withholdings", "Indemnifications", "Liens", "Approvals", "Successors", "Severability", "Sales", "Survival", "Terminations", "Definitions", "Records", "Consents"], "gold": ["Consents"]}
+{"input": "As soon as practicable following the Termination Date, Kimball will pay Executive\u2019s full base salary and vacation pay accrued through the Termination Date at the rate in effect on the date Notice of Termination is given.", "references": ["Definitions", "Waivers", "Solvency", "Defined Terms", "Closings", "Consent To Jurisdiction", "Expenses", "No Waivers", "Insurances", "Waiver Of Jury Trials", "Successors", "Cooperation", "Entire Agreements", "Approvals", "Enforcements", "Terminations", "Warranties", "Existence", "Brokers", "Subsidiaries", "Applicable Laws", "Fees", "No Defaults", "Publicity", "Survival", "Books", "Records", "Miscellaneous", "Severability", "Assignments", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Ewert\u2019s employment shall be terminated on September\u00a030, 2018 (\u201cthe Termination Date\u201d).\u00a0 Ewert acknowledges and agrees that as of the Termination Date he shall resign from the TAILORED BRANDS Board of Directors and shall cease to serve as an employee, officer, agent or representative of TAILORED BRANDS and its direct and indirect parent(s), subsidiaries and affiliates and shall not represent himself as being any of the foregoing.\u00a0 As of the Termination Date, Ewert will receive a lump sum payment in cash, less applicable taxes and withholdings, to be paid in the Company\u2019s customary payroll cycle immediately following the Termination Date, equal to (i)\u00a0Ewert\u2019s annual salary earned through the Termination Date; (ii)\u00a0any accrued vacation pay earned by Ewert; and (iii)\u00a0any unreimbursed business expenses of Ewert, in each case, to the extent not theretofore paid.", "references": ["Litigations", "Non-Disparagement", "Tax Withholdings", "No Conflicts", "Anti-Corruption Laws", "Qualifications", "Applicable Laws", "Headings", "Brokers", "Records", "Effective Dates", "Enforceability", "Amendments", "Venues", "Severability", "Assigns", "Books", "Waivers", "Governing Laws", "General", "Survival", "Warranties", "Use Of Proceeds", "Entire Agreements", "Existence", "Expenses", "Cooperation", "Indemnifications", "Adjustments", "Remedies", "Terminations"], "gold": ["Terminations"]}
+{"input": "Except as expressly provided to the contrary in this Agreement, any amounts not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable) that are not paid within sixty (60) calendar days of such bill, invoice or other demand shall accrue interest a rate per annum equal to the Prime Rate plus five percent (5%) from but excluding the due date to and including the date of actual payment calculated on a daily basis until such payment is settled.", "references": ["Qualifications", "Solvency", "General", "Binding Effects", "Notices", "Titles", "Agreements", "Severability", "Positions", "Terminations", "Subsidiaries", "Capitalization", "Jurisdictions", "Confidentiality", "Costs", "Modifications", "Books", "Cooperation", "Brokers", "Definitions", "Compliance With Laws", "Employment", "Remedies", "Liens", "Headings", "Intellectual Property", "Closings", "Litigations", "Erisa", "Releases", "Interests"], "gold": ["Interests"]}
+{"input": "All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Address for notice for the Company is as shown above, or as subsequently modified by written notice. Address for notice for Employee is the address shown on the records of the Company.", "references": ["Releases", "Tax Withholdings", "Definitions", "Records", "Expenses", "Liens", "Specific Performance", "Subsidiaries", "Organizations", "Positions", "Integration", "Approvals", "Sanctions", "Arbitration", "Successors", "General", "Venues", "Effective Dates", "Authorizations", "Submission To Jurisdiction", "Binding Effects", "Indemnity", "Enforceability", "Change In Control", "Entire Agreements", "Publicity", "Solvency", "Headings", "Defined Terms", "Adjustments", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment may be executed in one or more counterparts hereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\u00a0\u00a0Facsimile signatures are permitted and shall be binding for purposes of this Amendment.", "references": ["Taxes", "No Conflicts", "Powers", "Binding Effects", "Sanctions", "Duties", "Death", "Non-Disparagement", "Insurances", "Transactions With Affiliates", "Terms", "Disability", "Records", "Enforcements", "Employment", "Amendments", "Litigations", "Capitalization", "General", "Anti-Corruption Laws", "Financial Statements", "Participations", "Submission To Jurisdiction", "Releases", "No Waivers", "Titles", "Sales", "Severability", "Authorizations", "Use Of Proceeds", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This mortgage secures credit in an amount not to exceed $ 1,700,000,000.00.00 .\u00a0\u00a0Loans and advances up to this amount, together with interest, are senior to indebtedness to other creditors under subsequently recorded or filed mortgages and liens.", "references": ["Interests", "Adjustments", "Entire Agreements", "Indemnifications", "Financial Statements", "Sanctions", "Assignments", "Authority", "Vesting", "Definitions", "Payments", "Consents", "Sales", "Representations", "Modifications", "Fees", "Organizations", "Closings", "Miscellaneous", "Specific Performance", "Death", "Further Assurances", "Disability", "Venues", "General", "Withholdings", "Authorizations", "No Waivers", "Costs", "Interpretations", "Notices"], "gold": ["Notices"]}
+{"input": "All payments to be made by each Loan Party shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.\u00a0\u00a0Except as otherwise expressly provided herein, all payments by such Loan Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed.\u00a0\u00a0All payments shall be made in immediately available funds in Dollars not later than 2:00 p.m. on the date specified herein to the Administrative Agent\u2019s Account.\u00a0\u00a0The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Class (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Applicable Lending Office.\u00a0\u00a0All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.\u00a0\u00a0For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Loan Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.", "references": ["Approvals", "Change In Control", "Organizations", "Modifications", "Non-Disparagement", "Effectiveness", "Costs", "Applicable Laws", "Amendments", "Adjustments", "Use Of Proceeds", "Death", "Cooperation", "Existence", "Disclosures", "Erisa", "Participations", "Books", "Arbitration", "Assigns", "Compliance With Laws", "Warranties", "Titles", "Venues", "Forfeitures", "Vacations", "Disability", "Solvency", "Liens", "Survival", "General"], "gold": ["General"]}
+{"input": "If a court finds any term of this Agreement to be invalid, unenforceable, or void, the parties agree that the court will modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term will be severed and all other terms of this Agreement will remain in effect.", "references": ["Interests", "Construction", "Cooperation", "Solvency", "Authority", "Employment", "Approvals", "Venues", "Insurances", "Submission To Jurisdiction", "Litigations", "Expenses", "Interpretations", "Terms", "Representations", "Capitalization", "Defined Terms", "Amendments", "Releases", "Disability", "Remedies", "Effectiveness", "Death", "Terminations", "Indemnity", "Counterparts", "No Conflicts", "Qualifications", "Consent To Jurisdiction", "Titles", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Borrowers shall use the proceeds of the Note solely for working capital and other general corporate purposes.", "references": ["Tax Withholdings", "Governing Laws", "Forfeitures", "Amendments", "Compliance With Laws", "Arbitration", "Participations", "Assignments", "Benefits", "Death", "Records", "Subsidiaries", "Further Assurances", "Miscellaneous", "Sales", "Capitalization", "Authorizations", "Titles", "Transactions With Affiliates", "Waiver Of Jury Trials", "Publicity", "Fees", "Withholdings", "Venues", "Books", "Brokers", "Vacations", "Enforcements", "Specific Performance", "Definitions", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Any Party may waive compliance by the other Parties with any of the other Parties\u2019 agreements or fulfillment of any conditions to its own obligations contained herein. Any agreement on the part of a Party to any such waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such Parties. Except as specifically set forth in this Agreement, no failure or delay by a Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.", "references": ["Vacations", "Defined Terms", "Existence", "Miscellaneous", "Terms", "Participations", "Solvency", "Assignments", "Tax Withholdings", "Positions", "Effectiveness", "Death", "Disability", "Disclosures", "Representations", "Costs", "Forfeitures", "Submission To Jurisdiction", "Enforcements", "Benefits", "Liens", "Arbitration", "Survival", "Terminations", "Consents", "Insurances", "No Defaults", "Organizations", "Sales", "General", "Waivers"], "gold": ["Waivers"]}
+{"input": "Section\u00a03.07 Survival.", "references": ["Records", "Miscellaneous", "Organizations", "Capitalization", "Enforcements", "Publicity", "Modifications", "Submission To Jurisdiction", "Forfeitures", "Agreements", "Severability", "Releases", "Books", "Applicable Laws", "Governing Laws", "Arbitration", "Indemnity", "Duties", "Financial Statements", "Disclosures", "Vacations", "Definitions", "Terminations", "Interpretations", "Assigns", "Benefits", "Sanctions", "Titles", "Use Of Proceeds", "Notices", "Survival"], "gold": ["Survival"]}
+{"input": "THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IN THE EVENT THE BORROWER COMMENCES ANY JUDICIAL PROCEEDING AGAINST THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT IN ANY JURISDICTION OR VENUE OTHER THAN A UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK, THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO A UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK.", "references": ["Waivers", "Terms", "Insurances", "Organizations", "Authorizations", "Benefits", "Books", "Enforceability", "Arbitration", "Interpretations", "Disclosures", "Venues", "Remedies", "Transactions With Affiliates", "Vesting", "Closings", "Positions", "Releases", "Erisa", "No Conflicts", "General", "No Defaults", "Effective Dates", "Participations", "Non-Disparagement", "Entire Agreements", "Governing Laws", "Subsidiaries", "Tax Withholdings", "Cooperation", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "The Company will use the net proceeds to the Company from the sale of the Shares and Warrants hereunder for general corporate purposes and working capital.", "references": ["Sanctions", "Positions", "Interests", "Effectiveness", "Waivers", "Forfeitures", "Binding Effects", "Erisa", "Subsidiaries", "Agreements", "Integration", "Tax Withholdings", "Titles", "Capitalization", "Further Assurances", "Waiver Of Jury Trials", "Insurances", "Closings", "Severability", "Withholdings", "Governing Laws", "Venues", "Employment", "Submission To Jurisdiction", "Powers", "Entire Agreements", "Construction", "Brokers", "Notices", "Qualifications", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "In the event that any one (1) or more of the provisions contained herein is held invalid, illegal or unenforceable in any respect for any reason in any jurisdiction, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected (so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party), it being intended that each of the parties\u2019 rights and privileges shall be enforceable to the fullest extent permitted by applicable Legal Requirements, and any such invalidity, illegality and unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction (so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party). If any court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal or unenforceable, such court has the power to fashion and enforce another provision (instead of the provision held to be invalid, illegal or unenforceable) that is valid, legal and enforceable and carries out the intentions of the parties hereto under this Agreement and, in the event that such court does not exercise such power, the parties hereto shall negotiate in good faith in an attempt to agree to another provision (instead of the provision held to be invalid, illegal or unenforceable) that is valid, legal and enforceable and carries out the parties\u2019 intentions to the greatest lawful extent under this Agreement.", "references": ["Warranties", "Approvals", "Tax Withholdings", "Representations", "Integration", "Employment", "Existence", "Use Of Proceeds", "General", "Capitalization", "Subsidiaries", "Defined Terms", "No Defaults", "Fees", "Non-Disparagement", "Applicable Laws", "Authorizations", "Benefits", "Sanctions", "Litigations", "Miscellaneous", "Expenses", "Withholdings", "Amendments", "Headings", "Terminations", "Erisa", "Governing Laws", "Positions", "Assigns", "Severability"], "gold": ["Severability"]}
+{"input": "The Participant agrees that if any Options hereunder are exercised within six months of vesting, the Participant shall not dispose of the shares underlying those Options within six months of the date that the Options vested and that the Company may place a restrictive legend to that effect on any certificates or book entry representing those underlying shares. The Participant further agrees that it shall not sell or otherwise transfer any Options granted hereunder (or the shares of common stock underlying such Options) within six months of such Option vesting.", "references": ["Arbitration", "General", "Liens", "Fees", "Counterparts", "Consents", "No Defaults", "Severability", "Applicable Laws", "Integration", "Enforcements", "Positions", "Modifications", "Consent To Jurisdiction", "Litigations", "No Waivers", "Participations", "Payments", "Effective Dates", "Interests", "Entire Agreements", "Notices", "Compliance With Laws", "Successors", "Death", "Authorizations", "Waivers", "Closings", "Vacations", "Use Of Proceeds", "Sales"], "gold": ["Sales"]}
+{"input": "This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements (as defined in the Share Exchange Agreement) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.", "references": ["No Waivers", "Sales", "Tax Withholdings", "Approvals", "Waiver Of Jury Trials", "Litigations", "Authority", "Consent To Jurisdiction", "Intellectual Property", "Closings", "Submission To Jurisdiction", "Jurisdictions", "Effectiveness", "Indemnifications", "Cooperation", "Warranties", "Use Of Proceeds", "Agreements", "Waivers", "Construction", "Adjustments", "Remedies", "Binding Effects", "Modifications", "Vacations", "Capitalization", "Organizations", "Miscellaneous", "Non-Disparagement", "Terms", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All premiums due in respect of all insurance maintained by CME and each other Reimbursement Party have been paid.", "references": ["Non-Disparagement", "Costs", "Notices", "Authority", "Further Assurances", "Death", "Publicity", "Venues", "Payments", "Brokers", "Definitions", "Confidentiality", "Terminations", "No Conflicts", "Erisa", "Use Of Proceeds", "Severability", "General", "Sales", "Adjustments", "Positions", "Indemnity", "Governing Laws", "Consents", "Miscellaneous", "Solvency", "Transactions With Affiliates", "Survival", "Successors", "Existence", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Guarantor from time to time shall pay to the Administrative Agent for the benefit of the Lenders, on demand, at such address as the Administrative Agent shall give notice of to such Guarantor, the Guarantors\u2019 Obligations as they become or are declared due, and in the event such payment is not made forthwith, the Administrative Agent may proceed to suit against any one or more or all of the Guarantors. At the Administrative Agent\u2019s election, one or more and successive or concurrent suits may be brought hereon by the Administrative Agent against any one or more or all of the Guarantors, whether or not suit has been commenced against the Borrower, any other Guarantor, or any other Person and whether or not the Administrative Agent or any of the Lenders have taken or failed to take any other action to collect all or any portion of the Guaranteed Liabilities and irrespective of any event, occurrence, or condition described in Section 12.3 .", "references": ["Indemnity", "Non-Disparagement", "Change In Control", "Use Of Proceeds", "Litigations", "Records", "No Waivers", "Effective Dates", "Insurances", "Assigns", "Applicable Laws", "Books", "Enforceability", "Integration", "Publicity", "Definitions", "Waivers", "Further Assurances", "Venues", "Positions", "Financial Statements", "Terms", "Brokers", "Confidentiality", "Erisa", "Adjustments", "Interpretations", "Compliance With Laws", "Death", "Capitalization", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Neither DAI nor INVESTOR shall assign or delegate its rights or obligations under this Agreement or the other Funding Documents without the prior written consent of the other Party; provided , however, that, in connection with an eventual syndication by INVESTOR of its rights to potential proceeds from its portfolio of claims, including the Patent Assets Proceeds hereunder, INVESTOR may assign or transfer to a third party all or part of its interest in (i) the Patent Assets Proceeds under this Agreement, (ii) its share of any and all recoveries associated with the Patent Assets and / or Claims and / or Patent Assets Proceeds and / or Other Assets and (iii) any other rights, licenses or obligations hereunder; provided, further however , that the third party assignee or transferee shall not be deemed a client of the Attorneys, shall not have any control over the Claims, shall not become a party to the Claims and shall not have any access to information in respect of the Claims that is privileged or otherwise judicially protected. Notwithstanding the above, INVESTOR may assign, in whole or in part and without the consent of DAI or any other Person, the rights, benefits and obligations of this Agreement to another pooled investment vehicle managed by Brickell Key Asset Management Limited, a Guernsey limited company, or its Affiliates or their respective successors and assigns.", "references": ["Expenses", "Governing Laws", "Effectiveness", "Submission To Jurisdiction", "Enforceability", "Base Salary", "Sales", "Organizations", "Miscellaneous", "Participations", "Disability", "Headings", "Waivers", "Assigns", "Intellectual Property", "Remedies", "Venues", "Defined Terms", "Litigations", "Tax Withholdings", "Interpretations", "Approvals", "Adjustments", "Consents", "No Defaults", "Existence", "Terminations", "Titles", "Further Assurances", "Change In Control", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with, the laws of England and Wales, without reference to conflicts of laws principles. The U.N. Convention on the Sale of Goods shall not apply to this Agreement.", "references": ["Interpretations", "Remedies", "Cooperation", "Organizations", "Arbitration", "Consents", "Litigations", "Erisa", "Withholdings", "Powers", "Approvals", "Authorizations", "Change In Control", "Books", "Survival", "No Defaults", "Liens", "Brokers", "Defined Terms", "Authority", "Terminations", "Vesting", "Agreements", "Headings", "Counterparts", "Insurances", "Modifications", "Duties", "Transactions With Affiliates", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The representations and warranties of the Company and the Investor made herein or in any certificates delivered in connection with the Closing shall not survive the Closing. Subject to applicable statute of limitations, the agreements and covenants contained herein shall survive the Closing and the delivery of the Exchange Shares.", "references": ["Assigns", "Jurisdictions", "Payments", "Organizations", "Severability", "Records", "Adjustments", "Authorizations", "Closings", "No Waivers", "Liens", "Titles", "Arbitration", "Use Of Proceeds", "Consents", "Taxes", "Existence", "Entire Agreements", "Insurances", "Integration", "Construction", "Submission To Jurisdiction", "Indemnity", "Sales", "Miscellaneous", "Erisa", "Further Assurances", "Authority", "Interpretations", "Fees", "Warranties"], "gold": ["Warranties"]}
+{"input": "Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Indemnifying Party has made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Indemnifying Party, without interest.", "references": ["Tax Withholdings", "Solvency", "Warranties", "Counterparts", "Terms", "Litigations", "Submission To Jurisdiction", "Definitions", "Successors", "Construction", "Assigns", "Releases", "Compliance With Laws", "Governing Laws", "Employment", "Powers", "Closings", "Duties", "Payments", "Disclosures", "No Waivers", "Titles", "No Defaults", "Effectiveness", "Non-Disparagement", "Entire Agreements", "Interests", "Fees", "Adjustments", "Enforcements", "Expenses"], "gold": ["Expenses"]}
+{"input": "During the term of your employment, you will continue to serve as a director of the Company and as Chairman of the Board of Directors. At each annual meeting of the Company\u2019s shareholders during the term of your employment, the Board of Directors shall nominate you to serve as a member of the Board and shall designate that you will occupy the office of Chairman of the Board. You shall not receive any additional compensation for your services as a member of the Board. As the President and Chief Executive Officer of the Company, you will serve as the principal administrative and executive officer of the Company and you will have such duties, authority and responsibility as shall be determined from time to time by the Board of Directors, which duties, authority and responsibility shall be customary for persons occupying such positions in companies of like size and type. All members of the Company\u2019s executive management team shall report directly to you. You shall, if requested to do so, also serve as an officer or director of any affiliate of the Company for no additional compensation.", "references": ["Modifications", "Employment", "Approvals", "Existence", "Terms", "Death", "Interpretations", "Submission To Jurisdiction", "Defined Terms", "Successors", "Arbitration", "No Waivers", "Counterparts", "Disability", "Waivers", "Assignments", "Vacations", "Forfeitures", "No Conflicts", "Notices", "Change In Control", "Binding Effects", "Disclosures", "Warranties", "Expenses", "Payments", "Effectiveness", "Terminations", "Assigns", "Insurances", "Positions"], "gold": ["Positions"]}
+{"input": "Each of the parties hereto agrees to bear its own expenses in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transaction contemplated hereby.", "references": ["Effectiveness", "Disability", "Publicity", "Authorizations", "Organizations", "Costs", "Definitions", "Withholdings", "No Defaults", "Venues", "Intellectual Property", "Vesting", "Enforcements", "Liens", "Base Salary", "Disclosures", "Binding Effects", "Adjustments", "Authority", "Severability", "Capitalization", "Jurisdictions", "Remedies", "Death", "Transactions With Affiliates", "Agreements", "Applicable Laws", "Specific Performance", "No Conflicts", "Anti-Corruption Laws", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement and the other Transaction Documents to which such Purchaser is a party have been duly and validly authorized, executed and delivered on behalf of such Purchaser and shall constitute the legal, valid and binding obligations of such Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors\u2019 rights and remedies.", "references": ["Brokers", "Taxes", "Participations", "Existence", "Capitalization", "Organizations", "Cooperation", "Subsidiaries", "Integration", "Insurances", "Disclosures", "Titles", "Counterparts", "Withholdings", "Vacations", "Terms", "Enforceability", "Indemnifications", "Governing Laws", "Releases", "Modifications", "Warranties", "Submission To Jurisdiction", "Specific Performance", "Expenses", "Vesting", "Non-Disparagement", "Positions", "Waivers", "Consent To Jurisdiction", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "During the Term (as defined in Section 2), the Company shall employ Executive in the position of Chief Executive Officer of the Company and such other positions as shall be given to Executive by the Board of Directors of the Company (the \u201cBoard\u201d). All of Executive\u2019s powers and authority in any capacity shall at all times be subject to the direction and control of the Board. The Board may assign to Executive such management and supervisory responsibilities and executive duties for the Company or any subsidiary of the Company, including serving as an executive officer and/or director of any subsidiary, as are consistent with Executive\u2019s status as Chief Executive Officer. The Company and Executive acknowledge that Executive\u2019s primary functions and duties as Chief Executive Officer shall be similar to those customarily performed by comparable officers of similar companies.", "references": ["Survival", "Use Of Proceeds", "Base Salary", "No Conflicts", "Authority", "Capitalization", "Warranties", "Consent To Jurisdiction", "Authorizations", "Venues", "Effectiveness", "Assigns", "Organizations", "Sanctions", "Applicable Laws", "Construction", "Consents", "Governing Laws", "Employment", "Miscellaneous", "Jurisdictions", "Approvals", "Defined Terms", "Effective Dates", "Subsidiaries", "Fees", "Specific Performance", "Disclosures", "Confidentiality", "Compliance With Laws", "General"], "gold": ["General"]}
+{"input": "Each Borrower will use the proceeds of the Revolving Credit Loans and obtain Letters of Credit solely for the purposes set forth in \u00a77.17.1.", "references": ["Further Assurances", "Cooperation", "Transactions With Affiliates", "Representations", "Fees", "Base Salary", "No Conflicts", "Consents", "Severability", "Authority", "Existence", "Payments", "Effective Dates", "Entire Agreements", "Miscellaneous", "Capitalization", "No Defaults", "Approvals", "Releases", "No Waivers", "Compliance With Laws", "Amendments", "Applicable Laws", "Integration", "Positions", "Assigns", "Intellectual Property", "Disability", "Enforceability", "Liens", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement (i)\u00a0constitutes the entire agreement between the parties concerning the subjects hereof and supersedes all prior agreements (except for any long-term incentive award agreements entered into between MKHL and Kors), (ii)\u00a0may not be assigned by Kors without the prior written consent of the Company Parties, but shall be binding upon and inure to the benefit of Kors\u2019 heirs, legal representatives and permitted assigns (without limiting the generality of the foregoing, the provisions of Sections\u00a04 and 7 hereof specifically shall inure to the benefit of such heirs, legal representatives, successors and permitted assigns), (iii)\u00a0may be assigned by the Company Parties in connection with any transfer of all or a substantial portion of such entity\u2019s assets and shall be binding upon, and inure to the benefit of, the Company Parties\u2019 successors and assigns, and (iv)\u00a0may not be amended, modified or supplemented except by a writing signed by each party.", "references": ["No Conflicts", "Liens", "Assigns", "Waiver Of Jury Trials", "Expenses", "Binding Effects", "Consents", "Benefits", "Non-Disparagement", "Payments", "Headings", "Compliance With Laws", "Effective Dates", "Enforceability", "Use Of Proceeds", "Submission To Jurisdiction", "Capitalization", "Cooperation", "Interests", "Consent To Jurisdiction", "Vacations", "Qualifications", "Sanctions", "Assignments", "Subsidiaries", "Agreements", "Specific Performance", "Remedies", "Duties", "Survival", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Company or any of the Company\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrowers, the Administrative Agent and the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section \u00a011.04(c) without regard to the existence of any participation.", "references": ["General", "Waivers", "Subsidiaries", "Miscellaneous", "Duties", "Adjustments", "Approvals", "Indemnity", "Use Of Proceeds", "Tax Withholdings", "Litigations", "Successors", "Arbitration", "Fees", "Effectiveness", "Definitions", "Interpretations", "Vacations", "Enforcements", "Capitalization", "Specific Performance", "Disability", "Releases", "Defined Terms", "Titles", "Transactions With Affiliates", "Authority", "Intellectual Property", "Notices", "Applicable Laws", "Participations"], "gold": ["Participations"]}
+{"input": "THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT TO THE EXTENT SET FORTH THEREIN) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.", "references": ["Intellectual Property", "Subsidiaries", "Enforceability", "Disability", "Integration", "Specific Performance", "Non-Disparagement", "Erisa", "Counterparts", "Warranties", "Transactions With Affiliates", "Tax Withholdings", "Vesting", "General", "Fees", "Survival", "Venues", "Death", "Assigns", "Terminations", "Books", "Change In Control", "Binding Effects", "Forfeitures", "Definitions", "Effectiveness", "Benefits", "Disclosures", "Existence", "Notices", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada without regard to principles of conflicts of law.", "references": ["Submission To Jurisdiction", "Venues", "Anti-Corruption Laws", "Payments", "Insurances", "Assignments", "Organizations", "Terminations", "Books", "Tax Withholdings", "Representations", "Compliance With Laws", "Use Of Proceeds", "Authority", "Miscellaneous", "Indemnity", "Vacations", "Successors", "Authorizations", "Warranties", "Cooperation", "Consent To Jurisdiction", "Employment", "Brokers", "Headings", "Solvency", "Titles", "Change In Control", "Integration", "Indemnifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.", "references": ["Assigns", "Closings", "Jurisdictions", "Successors", "Severability", "Adjustments", "Sales", "Integration", "Entire Agreements", "Positions", "Defined Terms", "Records", "Liens", "Erisa", "General", "No Waivers", "Withholdings", "Fees", "Submission To Jurisdiction", "Disclosures", "Books", "Enforceability", "Specific Performance", "Warranties", "Duties", "Miscellaneous", "Litigations", "Capitalization", "Governing Laws", "Releases", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement will become effective on August 1, 2018 (the \u201c Effective Date \u201d) and will terminate on July 31, 2019 (the \u201c Consulting Period \u201d), unless otherwise terminated prior to July 31, 2019 pursuant to Article 1 of this Agreement. This Agreement may be extended upon prior written agreement of both parties, which shall constitute an extension of the Consulting Period.", "references": ["Defined Terms", "Positions", "Survival", "Books", "Records", "General", "Miscellaneous", "Representations", "Intellectual Property", "Enforceability", "Confidentiality", "Indemnity", "Adjustments", "Non-Disparagement", "Sales", "Agreements", "Authority", "Brokers", "Terminations", "Financial Statements", "Binding Effects", "Titles", "Disclosures", "No Waivers", "Costs", "Organizations", "Existence", "Further Assurances", "Participations", "Applicable Laws", "Terms"], "gold": ["Terms"]}
+{"input": "Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered (i)\u00a0in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, and (ii)\u00a0by email; if to the Executive at the last address the Executive has filed in writing with the Company with a mandatory copy to Leader Berkon Colao\u00a0& Silverstein LLP, 630 Third Avenue, New York, NY 10017 Attn: Glen Silverstein,\u00a0Esq. or, in the case of the Company, at its main offices, attention of the Board.", "references": ["Subsidiaries", "Authority", "Forfeitures", "Vacations", "Modifications", "Brokers", "Remedies", "Non-Disparagement", "Qualifications", "Entire Agreements", "Existence", "Headings", "Records", "Disability", "Books", "Benefits", "Terms", "Publicity", "Intellectual Property", "Specific Performance", "Consents", "Positions", "Confidentiality", "Adjustments", "Closings", "Waiver Of Jury Trials", "Enforcements", "Organizations", "Payments", "Liens", "Notices"], "gold": ["Notices"]}
+{"input": "The Transactions (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created under the Loan Documents, (b)\u00a0will not violate any applicable law, including any order of any Governmental Authority, (c)\u00a0will not violate the charter, by-laws or other organizational documents of the Company or any Restricted Subsidiary, (d)\u00a0will not violate or result in a default under any indenture or agreement (including the Term Credit Agreement or other instrument binding upon the Company or any Restricted Subsidiary or any of their assets), or give rise to a right thereunder to require any payment to be made by the Company or any Restricted Subsidiary, and (e)\u00a0will not result in the creation or imposition of any Lien on any asset of the Company or any Restricted Subsidiary, except Liens created pursuant to the Loan Documents or Liens created in connection with Term Credit Agreement, in the case of clauses (a) (as to the Transactions other than the entry into the Loan Documents), (b) and (d)\u00a0above, except for a failure to obtain or make, violation, default or payment, as applicable, which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Definitions", "Non-Disparagement", "Base Salary", "Change In Control", "Tax Withholdings", "Construction", "Titles", "Terminations", "Enforceability", "Entire Agreements", "Records", "Further Assurances", "Effectiveness", "Arbitration", "Expenses", "Counterparts", "Warranties", "Benefits", "Governing Laws", "Erisa", "Litigations", "Qualifications", "Closings", "Capitalization", "Brokers", "Indemnifications", "Transactions With Affiliates", "Authorizations", "Intellectual Property", "Amendments", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The execution, delivery and performance of this Agreement does not and will not violate, result in creation of a lien under, or cause a default or a breach of any term or provision of (i) any statute or other law applicable to Buyer, (ii) any rule or regulation of any governmental agency or authority applicable to Seller, (iii) any agreement, document or instrument to which Seller is a party or by which it is bound, (iv) any judgment, order or decree of any court or governmental agency or authority applicable to Seller or PAYEX or (v) the organizational documentation of PAYEX or any resolution of the Seller\u2019s Board of Directors, members or managers. No consent, approval, or other authorization is required on the part of any person, governmental authority or other entity in connection with the execution, delivery and performance of this Agreement by the Seller.", "references": ["Remedies", "Non-Disparagement", "Withholdings", "Vesting", "Submission To Jurisdiction", "Specific Performance", "Agreements", "Integration", "Survival", "Binding Effects", "Organizations", "Successors", "Capitalization", "Counterparts", "Litigations", "Warranties", "Adjustments", "Existence", "Costs", "Authorizations", "Applicable Laws", "Sales", "Payments", "Amendments", "Enforceability", "Authority", "Indemnity", "Vacations", "Terms", "Closings", "Consents"], "gold": ["Consents"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the internal substantive laws of the State of Delaware applicable to contracts entered into and to be fully performed exclusively within such state without reference to its conflict of law or any other legal principles that would result in the application of the laws of any other jurisdiction.", "references": ["Representations", "Qualifications", "Anti-Corruption Laws", "Records", "Disability", "Definitions", "Successors", "Arbitration", "Powers", "Payments", "Intellectual Property", "Waivers", "Withholdings", "Effectiveness", "Interests", "Forfeitures", "Enforceability", "Defined Terms", "Jurisdictions", "Entire Agreements", "Approvals", "Assignments", "Warranties", "Integration", "Brokers", "No Conflicts", "Headings", "General", "Positions", "Participations", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "If the Company becomes obligated under this Agreement to facilitate a registration and offering of shares on behalf of Shareholders, the Company will do so with the same degree of care and dispatch as would reasonably be expected in the case of a registration and offering by the Company of shares for its own account. Without limiting this general obligation, the Company will fulfill its specific obligations as described in this Article IV.", "references": ["Liens", "Use Of Proceeds", "Authorizations", "Authority", "Terminations", "Defined Terms", "Warranties", "Closings", "Governing Laws", "Confidentiality", "Enforceability", "Litigations", "Arbitration", "Capitalization", "Sanctions", "Expenses", "Representations", "Disability", "Modifications", "Anti-Corruption Laws", "Participations", "Books", "Cooperation", "Payments", "No Defaults", "Jurisdictions", "Terms", "Titles", "Vesting", "Solvency", "General"], "gold": ["General"]}
+{"input": "The Plan, the Notice of Grant and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.", "references": ["Sales", "Amendments", "Agreements", "Employment", "Authorizations", "Further Assurances", "Disability", "Counterparts", "Consents", "Terms", "Releases", "Expenses", "Vesting", "Withholdings", "Indemnity", "Adjustments", "Cooperation", "Taxes", "Tax Withholdings", "Base Salary", "Miscellaneous", "Assignments", "Change In Control", "Integration", "Transactions With Affiliates", "Approvals", "Headings", "Positions", "Severability", "Participations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "There is no pending or threatened action, suit or proceeding by or against any Enova Entity (other than the Issuer) before any Governmental Authority or any arbitrator with respect to any Enova Entity (other than the Issuer), any of the Transaction Documents, or any of the transactions contemplated herein or therein, or with respect to any Enova Entity (other than the Issuer) which, in the case of any such action, suit or proceeding with respect to an Enova Entity (other than the Issuer) if adversely determined, would, in the reasonable judgment of the management of such Enova Entity have a material adverse effect on the ability of such Enova Entity to perform its obligations under the Transaction Documents to which it is a party.", "references": ["Qualifications", "Organizations", "Warranties", "No Waivers", "Authorizations", "Applicable Laws", "Change In Control", "Submission To Jurisdiction", "Cooperation", "Confidentiality", "Death", "Benefits", "Withholdings", "Defined Terms", "Financial Statements", "Base Salary", "Enforceability", "Venues", "Sales", "Survival", "Existence", "Agreements", "Participations", "Records", "Severability", "Interests", "Consent To Jurisdiction", "Compliance With Laws", "Insurances", "Payments", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Servicer\u2019s authorization as such under this Agreement shall terminate upon the Final Payout Date.", "references": ["Severability", "Vacations", "Waivers", "Effectiveness", "Consent To Jurisdiction", "Financial Statements", "Anti-Corruption Laws", "Base Salary", "Assigns", "Death", "Headings", "Authority", "Governing Laws", "Expenses", "Litigations", "Agreements", "Effective Dates", "Enforceability", "Transactions With Affiliates", "Disability", "Entire Agreements", "Existence", "Adjustments", "Arbitration", "Indemnity", "Change In Control", "Qualifications", "Positions", "Miscellaneous", "Use Of Proceeds", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company shall, at its own expense, apply for and obtain any and all permits, approvals, authorizations, licenses and orders that may be necessary for the Company lawfully to issue the Shares on exercise of this Warrant. On exercise of this Warrant, the Company shall pay any and all issuance taxes that may be payable in respect of any issuance or delivery of the Shares. The Company shall not, however, be required to pay, and Holder shall pay, any tax that may be payable in respect of any transfer involved in the issuance and delivery of the Shares in a name other than that of Holder, and no such issuance and delivery shall be made unless and until the person requesting such issuance shall have paid to the Company the amount of any such tax or shall have established to the Company\u2019s reasonable satisfaction that such tax has been paid.", "references": ["Governing Laws", "Sales", "Waiver Of Jury Trials", "Existence", "Successors", "Effective Dates", "Approvals", "Indemnity", "Subsidiaries", "Representations", "Confidentiality", "Financial Statements", "Organizations", "Agreements", "Counterparts", "Compliance With Laws", "Books", "Withholdings", "Powers", "Releases", "Binding Effects", "Waivers", "Forfeitures", "Publicity", "Construction", "Headings", "Authorizations", "Costs", "Brokers", "Arbitration", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Borrower will not, directly or, to the knowledge of the Borrower, indirectly, use the proceeds of any Borrowing or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any other party (including each Credit Party) to this Agreement or the other Loan Documents.", "references": ["No Conflicts", "Publicity", "Survival", "Payments", "Integration", "Indemnity", "Terminations", "No Waivers", "Use Of Proceeds", "Expenses", "Severability", "Solvency", "Fees", "Disclosures", "Adjustments", "Positions", "Base Salary", "Vacations", "Non-Disparagement", "Death", "Employment", "Agreements", "Venues", "Representations", "Change In Control", "Sales", "Cooperation", "Anti-Corruption Laws", "Forfeitures", "Enforceability", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Each document (including any UCC financing statements,\u00a0Intellectual Property Security Agreements, Deposit Account Control Agreements, Securities Account Control Agreements, and landlord access agreements and/or bailee waivers) required by the Loan Documents or under law or reasonably requested by the Administrative Agent to be filed, executed, registered or recorded to create in favor of the Administrative Agent (for the ratable benefit of the Secured Parties), a perfected Lien on the Collateral described therein, prior and superior in right and priority to any Lien in the Collateral held by any other Person (other than with respect to Liens expressly permitted by Section\u00a07.3 ), shall have been executed (if applicable) and delivered to the Administrative Agent in proper form for filing, registration or recordation.", "references": ["Waivers", "Fees", "Effectiveness", "Titles", "Successors", "Intellectual Property", "Entire Agreements", "Defined Terms", "Interests", "Existence", "Waiver Of Jury Trials", "Severability", "Non-Disparagement", "Terms", "Subsidiaries", "Miscellaneous", "Governing Laws", "Consents", "General", "Liens", "Litigations", "Benefits", "Releases", "Books", "Closings", "Taxes", "Enforceability", "Positions", "Solvency", "Duties", "Agreements"], "gold": ["Agreements"]}
+{"input": "All amounts paid under this Agreement shall be paid less all applicable federal, state or city tax withholdings (if any) and any other withholdings required by law or regulation in any applicable jurisdiction or authorized by the Employee.", "references": ["Definitions", "Brokers", "Assignments", "Successors", "Tax Withholdings", "Qualifications", "Confidentiality", "Submission To Jurisdiction", "Effectiveness", "Insurances", "Integration", "Interests", "Further Assurances", "Miscellaneous", "Disability", "Forfeitures", "Compliance With Laws", "Waiver Of Jury Trials", "Benefits", "Erisa", "Terms", "Authorizations", "Transactions With Affiliates", "Enforcements", "Remedies", "Litigations", "Assigns", "Change In Control", "Vesting", "Cooperation", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Amendment Agreement shall be effective as of the date first written above upon the execution and delivery of this Amendment Agreement by the Company and the Investors, the execution by the Company and the Investors set out in Part B of Exhibit A of the Securities Purchase Agreement and the Security Agreement by which signature the additional investors shall become party to the aforementioned agreements.", "references": ["Jurisdictions", "Benefits", "Capitalization", "Fees", "Powers", "Taxes", "Base Salary", "Vacations", "Further Assurances", "Terms", "Interpretations", "Books", "Interests", "Transactions With Affiliates", "Titles", "Releases", "Costs", "Successors", "Miscellaneous", "Cooperation", "Employment", "Remedies", "Enforceability", "Survival", "Headings", "Sanctions", "Notices", "Withholdings", "Submission To Jurisdiction", "Records", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Borrower agrees to indemnify and hold Lender and their officers, directors, employees, agents, in-house attorneys, representatives and shareholders (each, an \u201c Indemnified Person \u201d) harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys\u2019 fees and disbursements and other costs of investigation or defense (including those incurred upon any appeal) (collectively, \u201cLiabilities\u201d), that may be instituted or asserted against such Indemnified Person by third parties as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases Liabilities to the extent resulting from any Indemnified Person\u2019s negligence, bad faith or willful misconduct. Borrower agrees to pay, and to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes that may be payable or determined to be payable with respect to any of the Collateral or this Agreement. In no event shall any Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings).", "references": ["Forfeitures", "Waivers", "Erisa", "Terms", "Positions", "Taxes", "Sales", "Assignments", "Adjustments", "Severability", "Base Salary", "Survival", "Vacations", "Defined Terms", "Headings", "Binding Effects", "Successors", "Authorizations", "Litigations", "Jurisdictions", "Entire Agreements", "Assigns", "Agreements", "Subsidiaries", "Arbitration", "Warranties", "Qualifications", "Anti-Corruption Laws", "Cooperation", "Definitions", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The headings of Sections of this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.", "references": ["Powers", "Indemnifications", "Venues", "Qualifications", "Publicity", "No Waivers", "Brokers", "Modifications", "Cooperation", "Miscellaneous", "Enforcements", "Liens", "Waivers", "Capitalization", "Successors", "Waiver Of Jury Trials", "Records", "Adjustments", "Fees", "Sanctions", "Terms", "Intellectual Property", "Use Of Proceeds", "Arbitration", "Counterparts", "Books", "No Defaults", "Expenses", "Authorizations", "Assignments", "Headings"], "gold": ["Headings"]}
+{"input": "All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 7.", "references": ["Disability", "Headings", "Interests", "Venues", "Consent To Jurisdiction", "No Defaults", "Vesting", "Modifications", "Sales", "Records", "Amendments", "Integration", "Brokers", "Expenses", "Assigns", "Vacations", "Sanctions", "Miscellaneous", "Base Salary", "Publicity", "Agreements", "Powers", "Terms", "Transactions With Affiliates", "No Waivers", "Further Assurances", "Forfeitures", "Governing Laws", "Counterparts", "Effectiveness", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement; provided , however , in any event, this Agreement shall be subject to and governed by the Plan. The Administrator shall have authority, subject to the express provisions of the Plan and this Agreement, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations that are, in the judgment of the Administrator, necessary or desirable for the administration of the Plan. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All actions by the Administrator under the provisions of this Section 19 shall be conclusive for all purposes. The Grantee specifically understands and agrees that the SARs are being granted under the Plan, copies of which Plan the Grantee acknowledges the Grantee has read, understands and by which the Grantee agrees to be bound.", "references": ["Amendments", "Waiver Of Jury Trials", "Sales", "Assigns", "Liens", "Death", "Fees", "No Conflicts", "Survival", "Adjustments", "Jurisdictions", "Enforceability", "Erisa", "Cooperation", "Books", "Consents", "Interests", "Payments", "Litigations", "Organizations", "Solvency", "Authority", "Intellectual Property", "Further Assurances", "Binding Effects", "Vacations", "Disclosures", "Miscellaneous", "Employment", "Effective Dates", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Other than this Section \u00a05 and Section \u00a09 , which shall survive any termination of this Agreement, this Agreement shall terminate and shall have no further force or effect immediately as of and following the Expiration Time. Notwithstanding the foregoing, nothing herein shall relieve any party hereto from liability for any breach of this Agreement that occurred prior to such termination.", "references": ["Vacations", "Headings", "Participations", "Forfeitures", "Benefits", "No Defaults", "Effectiveness", "Warranties", "Titles", "Tax Withholdings", "Approvals", "Binding Effects", "Base Salary", "Defined Terms", "Taxes", "Expenses", "Use Of Proceeds", "Positions", "Specific Performance", "Authorizations", "Duties", "Applicable Laws", "Death", "Sales", "Brokers", "Agreements", "Cooperation", "Solvency", "Releases", "Interpretations", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company (after giving effect to the transactions contemplated by this Agreement) is solvent\u00a0(i.e.,\u00a0its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company\u2019s financial statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.", "references": ["Adjustments", "Applicable Laws", "No Defaults", "Successors", "Compliance With Laws", "Venues", "Expenses", "Titles", "Change In Control", "Participations", "Existence", "Sales", "Further Assurances", "Closings", "Waivers", "Sanctions", "Vesting", "Erisa", "Costs", "Confidentiality", "Cooperation", "Interpretations", "Consents", "Tax Withholdings", "Use Of Proceeds", "Enforcements", "Positions", "Survival", "Enforceability", "Binding Effects", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each Grantor hereby agrees to indemnify the Administrative Agent and the other Secured Parties, and their respective successors, assigns, agents and employees (each such person being called an \u201cIndemnitee\u201d), from and against any and all liabilities, damages, penalties, suits, fees, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent or any other Secured Party is a party thereto) imposed on, incurred by or asserted against such Indemnitee, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative Agent or the other Secured Parties or any Grantor, and any claim for Patent, Trademark or Copyright infringement); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, damages, penalties, suits, fees, costs, and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.", "references": ["Payments", "Transactions With Affiliates", "Costs", "Releases", "No Waivers", "Brokers", "Financial Statements", "Miscellaneous", "Cooperation", "Binding Effects", "Death", "Tax Withholdings", "Employment", "Erisa", "Vesting", "Indemnifications", "Further Assurances", "Sanctions", "Benefits", "Disclosures", "Integration", "Arbitration", "Waivers", "Governing Laws", "Remedies", "Representations", "Disability", "Enforceability", "Liens", "Warranties", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The Corporation agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court or arbitration in which a proceeding by Indemnitee for enforcement of Indemnitee\u2019s rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. The Corporation agrees not to seek, and agrees to waive any requirement for the securing or posting of, a bond in connection with Indemnitee\u2019s seeking or obtaining such relief.", "references": ["Binding Effects", "Anti-Corruption Laws", "Confidentiality", "Applicable Laws", "Solvency", "Approvals", "Existence", "Headings", "Specific Performance", "Expenses", "Cooperation", "Successors", "General", "Entire Agreements", "Sanctions", "Defined Terms", "Integration", "Effectiveness", "Amendments", "Construction", "Arbitration", "Sales", "Waiver Of Jury Trials", "Indemnifications", "No Defaults", "Titles", "Records", "Assigns", "No Conflicts", "Interpretations", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Capitalized terms used in this Amendment but not otherwise defined herein, shall have the same meanings given to them in the Loan Agreement.", "references": ["Records", "Assigns", "Non-Disparagement", "Miscellaneous", "Disclosures", "Books", "Subsidiaries", "Litigations", "Vacations", "Interpretations", "Existence", "Insurances", "Applicable Laws", "Employment", "Brokers", "Transactions With Affiliates", "Entire Agreements", "Waiver Of Jury Trials", "Payments", "Authority", "Solvency", "No Defaults", "Erisa", "Anti-Corruption Laws", "Use Of Proceeds", "Costs", "Powers", "Cooperation", "No Waivers", "Remedies", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to carry on its business as presently conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in all jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification except where the failure to so qualify would not have a Material Adverse Effect on the Company.", "references": ["Defined Terms", "Effectiveness", "Base Salary", "Binding Effects", "Consent To Jurisdiction", "Successors", "Confidentiality", "Erisa", "Records", "Construction", "Assigns", "Specific Performance", "Titles", "Withholdings", "Waiver Of Jury Trials", "Notices", "Consents", "General", "Positions", "Duties", "Jurisdictions", "Participations", "Compliance With Laws", "Financial Statements", "Headings", "Indemnifications", "Solvency", "Assignments", "Publicity", "No Waivers", "Organizations"], "gold": ["Organizations"]}
+{"input": "If the CEO shall die prior to the expiration of the Term of Employment, the Corporation shall have no further obligation hereunder, other than to the CEO or his estate except to pay to the CEO\u2019s estate the amount of the CEO\u2019s Base Salary accrued to the date of his death. Such payment shall be made promptly after the date of death to the CEO\u2019s estate.", "references": ["Powers", "Closings", "Agreements", "Integration", "Severability", "Vacations", "Compliance With Laws", "Jurisdictions", "Modifications", "Enforceability", "Cooperation", "General", "Books", "Liens", "Expenses", "Forfeitures", "Enforcements", "Sales", "Binding Effects", "Change In Control", "Miscellaneous", "Successors", "Organizations", "Capitalization", "Venues", "Indemnity", "Erisa", "Financial Statements", "Effectiveness", "Use Of Proceeds", "Death"], "gold": ["Death"]}
+{"input": "The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented out-of-pocket fees and expenses of legal counsel), prior to the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by Archrock Partners Operating to the Administrative Agent on or before the Effective Date.", "references": ["Applicable Laws", "Enforcements", "Payments", "Sales", "Duties", "Submission To Jurisdiction", "Titles", "Indemnifications", "Defined Terms", "Authorizations", "Assignments", "Enforceability", "Vesting", "Sanctions", "Arbitration", "Waivers", "Headings", "Consents", "Taxes", "Further Assurances", "Litigations", "Integration", "Agreements", "Remedies", "Erisa", "Venues", "Organizations", "Amendments", "Survival", "Liens", "Fees"], "gold": ["Fees"]}
+{"input": "The Company and its controlled affiliates may withhold from any amounts payable to Executive hereunder all federal, state, city, foreign or other taxes that the Company may reasonably determine are required to be withheld pursuant to any applicable law or regulation (it being understood that Executive shall be responsible for payment of all taxes in respect of the payments and benefits provided herein).", "references": ["Representations", "Costs", "Waiver Of Jury Trials", "Transactions With Affiliates", "Use Of Proceeds", "Brokers", "Effectiveness", "Survival", "Financial Statements", "Participations", "Death", "Arbitration", "Warranties", "Jurisdictions", "Authorizations", "Qualifications", "Amendments", "Tax Withholdings", "Employment", "Defined Terms", "Interpretations", "Confidentiality", "Waivers", "Erisa", "Vesting", "Titles", "Positions", "Effective Dates", "Benefits", "Modifications", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Agreement shall be binding upon and shall inure to the benefit of the Company, Holdings and their respective successors and assigns, and any such successors and assigns shall be considered third-party beneficiaries of this Agreement. Executive may not assign or transfer any payment obligations under this Agreement. Notwithstanding the foregoing, if Executive dies while payments are still owed to him under this Agreement, those payments will be paid to his spouse, if she survives him and otherwise to his estate.", "references": ["Sanctions", "Terminations", "Specific Performance", "Interests", "Construction", "Vacations", "Payments", "Benefits", "Forfeitures", "Vesting", "Enforcements", "Remedies", "Costs", "Base Salary", "Qualifications", "Definitions", "Defined Terms", "Authority", "Positions", "Consent To Jurisdiction", "Solvency", "Severability", "Warranties", "Counterparts", "Organizations", "Indemnifications", "Liens", "No Conflicts", "Representations", "Capitalization", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.", "references": ["Books", "Releases", "Brokers", "Enforceability", "Disclosures", "Sanctions", "Litigations", "Taxes", "Approvals", "General", "Anti-Corruption Laws", "No Defaults", "Counterparts", "No Waivers", "Payments", "Specific Performance", "Expenses", "Liens", "Withholdings", "Existence", "Capitalization", "Binding Effects", "Cooperation", "Qualifications", "Interests", "Transactions With Affiliates", "Fees", "Titles", "Survival", "Financial Statements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company shall use the proceeds from the sale of the Note for working capital and other general corporate purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with currently existing direct or indirect Subsidiaries).", "references": ["Liens", "Base Salary", "Qualifications", "Representations", "Severability", "Brokers", "Terms", "General", "Applicable Laws", "Payments", "Solvency", "Defined Terms", "Employment", "Participations", "Effective Dates", "Intellectual Property", "Sales", "Indemnifications", "Governing Laws", "Interpretations", "Warranties", "Compliance With Laws", "No Defaults", "Anti-Corruption Laws", "Binding Effects", "Amendments", "Jurisdictions", "Disability", "Miscellaneous", "Authorizations", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The agreements in this Section and the indemnity provision of Section 11.02(e) shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Integration", "Brokers", "Duties", "Payments", "Entire Agreements", "Waivers", "Base Salary", "Change In Control", "Cooperation", "Jurisdictions", "Existence", "General", "Indemnifications", "Fees", "Vesting", "Expenses", "Financial Statements", "Interests", "Transactions With Affiliates", "Forfeitures", "Further Assurances", "Arbitration", "Disclosures", "Effective Dates", "Miscellaneous", "Notices", "Withholdings", "Construction", "Tax Withholdings", "Capitalization", "Survival"], "gold": ["Survival"]}
+{"input": "Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars in immediately available funds at the Administrative Agent\u2019s Office.", "references": ["Organizations", "Adjustments", "Terminations", "Employment", "Financial Statements", "Non-Disparagement", "Change In Control", "Powers", "Publicity", "Erisa", "Vacations", "Headings", "Sales", "Compliance With Laws", "Subsidiaries", "Intellectual Property", "Authorizations", "No Defaults", "Confidentiality", "Defined Terms", "Applicable Laws", "Warranties", "Books", "Benefits", "No Conflicts", "Counterparts", "Consent To Jurisdiction", "Transactions With Affiliates", "Qualifications", "Taxes", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (e.g., \u201cpdf\u201d or \u201ctif\u201d) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives.", "references": ["Disability", "Adjustments", "Base Salary", "Organizations", "Qualifications", "Litigations", "No Conflicts", "Successors", "Brokers", "Notices", "Withholdings", "Intellectual Property", "Closings", "Amendments", "Compliance With Laws", "Effectiveness", "Entire Agreements", "Subsidiaries", "Duties", "Sanctions", "Benefits", "Confidentiality", "Integration", "Waiver Of Jury Trials", "Existence", "Tax Withholdings", "Anti-Corruption Laws", "Change In Control", "Liens", "Terminations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "references": ["No Defaults", "Remedies", "Indemnity", "Modifications", "Adjustments", "Construction", "Sanctions", "Submission To Jurisdiction", "Effectiveness", "Employment", "Authority", "Enforceability", "Headings", "Intellectual Property", "Specific Performance", "Cooperation", "Capitalization", "Warranties", "Withholdings", "Subsidiaries", "Defined Terms", "Arbitration", "Terms", "Integration", "Jurisdictions", "Change In Control", "Brokers", "Positions", "Notices", "Tax Withholdings", "Litigations"], "gold": ["Litigations"]}
+{"input": "The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party agrees that in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breaching party shall be entitled (in addition to any other remedy that may be available to it, whether in law or equity) to obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.", "references": ["Organizations", "Terminations", "Interests", "Vacations", "Use Of Proceeds", "Intellectual Property", "Releases", "Severability", "Positions", "Adjustments", "Notices", "Anti-Corruption Laws", "Indemnity", "Transactions With Affiliates", "General", "Employment", "Consent To Jurisdiction", "Counterparts", "No Defaults", "Governing Laws", "Representations", "Cooperation", "Authorizations", "Brokers", "Erisa", "Subsidiaries", "Further Assurances", "Remedies", "Survival", "Taxes", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Neither the Agent nor any Lender may disclose to any Person any Company Information (as defined below), except that each of the Agent and each of the Lenders may disclose Company Information (a)\u00a0to its and its Affiliates\u2019 respective managers, administrators, trustees, partners, employees, officers, directors, agents and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and such person shall have agreed to keep such Company Information confidential on substantially the same terms as provided herein), (b)\u00a0to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c)\u00a0to the extent required by applicable laws or regulations or by any subpoena or similar legal process or requested by any self-regulatory authority, provided that, to the extent practicable and legally permissible, the Company is given prompt written notice of such requirement or request prior to such disclosure and assistance (to the extent practicable and at the Company\u2019s expense) in obtaining an order protecting such information from public disclosure, (d)\u00a0to any other party to this Agreement, (e)\u00a0in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f)\u00a0subject to an agreement containing provisions no less restrictive than those of this Section\u00a09.08, to (i)\u00a0any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (ii)\u00a0any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to the Company and its obligations, this Agreement or payments hereunder or to any credit insurance provider relating to the Company and its obligations hereunder, (iii)\u00a0any rating agency, or (iv)\u00a0the CUSIP Service Bureau or any similar organization, (g)\u00a0to the extent such Company Information (A)\u00a0is or becomes generally available to the public on a non-confidential basis other than as a result of a breach of this Section\u00a09.08 by the Agent or such Lender, or (B)\u00a0is or becomes available to the Agent or such Lender on a nonconfidential basis from a source other than the Company and not, to the knowledge of the Agent or such Lender, in breach of such third party\u2019s obligations of confidentiality and (h)\u00a0with the consent of the Company.", "references": ["Representations", "Miscellaneous", "Compliance With Laws", "Disability", "Assigns", "General", "Entire Agreements", "Duties", "Binding Effects", "Use Of Proceeds", "Adjustments", "Terms", "Headings", "Sanctions", "Insurances", "No Conflicts", "Subsidiaries", "Enforcements", "Agreements", "Capitalization", "Submission To Jurisdiction", "Intellectual Property", "Change In Control", "Arbitration", "Publicity", "Tax Withholdings", "Participations", "Vacations", "Non-Disparagement", "Sales", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Any Section of this Agreement that contemplates survival after the Term will survive the completion, expiration, termination or cancellation of this Agreement.", "references": ["Insurances", "Records", "Authorizations", "Enforcements", "Waivers", "Applicable Laws", "Integration", "Warranties", "Modifications", "No Defaults", "Change In Control", "Severability", "Releases", "Remedies", "Subsidiaries", "Interests", "Qualifications", "Disclosures", "Effective Dates", "Erisa", "Adjustments", "Base Salary", "Sales", "Brokers", "Death", "Governing Laws", "Organizations", "Consent To Jurisdiction", "Submission To Jurisdiction", "Costs", "Survival"], "gold": ["Survival"]}
+{"input": "The Company is, and will be, duly organized, validly existing as a corporation and in good standing under the laws of the State of Delaware. The Company is, and will be, duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such license or qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct its business as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders\u2019 equity or results of operations of the Company, or prevent or materially interfere with consummation of the transactions contemplated hereby (a \u201c Material Adverse Effect \u201d).", "references": ["Defined Terms", "Successors", "Disability", "Approvals", "Costs", "Adjustments", "Subsidiaries", "Further Assurances", "Modifications", "Interpretations", "Agreements", "Liens", "General", "Consents", "Confidentiality", "Sanctions", "Arbitration", "Records", "Change In Control", "Indemnity", "Jurisdictions", "Powers", "Binding Effects", "Construction", "Expenses", "Withholdings", "Miscellaneous", "Taxes", "Publicity", "Enforcements", "Organizations"], "gold": ["Organizations"]}
+{"input": "The Parties understand and agree that because they both have been given the opportunity to have counsel review and revise this Agreement, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.\u00a0 Instead, the language of all parts of this Agreement shall be construed as a whole, and according to its fair meaning, and not strictly for or against either of the parties.", "references": ["Solvency", "Taxes", "Duties", "Closings", "Interpretations", "Indemnity", "Compliance With Laws", "Publicity", "Titles", "Integration", "Successors", "Warranties", "Enforceability", "Agreements", "Disability", "General", "Tax Withholdings", "Waiver Of Jury Trials", "Severability", "Confidentiality", "Liens", "Records", "Governing Laws", "Notices", "Releases", "Approvals", "Venues", "Financial Statements", "Organizations", "Existence", "Construction"], "gold": ["Construction"]}
+{"input": "The Company shall use the proceeds from the sale of the Notes for working capital and other general corporate purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries).", "references": ["Interests", "Closings", "Terminations", "Survival", "Benefits", "Vesting", "Terms", "Positions", "General", "Indemnity", "Modifications", "Assignments", "Payments", "Remedies", "Entire Agreements", "Sanctions", "Representations", "Arbitration", "Enforceability", "Change In Control", "Agreements", "Taxes", "Warranties", "Disability", "Litigations", "Disclosures", "Miscellaneous", "Anti-Corruption Laws", "Effective Dates", "Financial Statements", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "If any provision of this Transition Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible. Further, if a court should determine that any portion of this Transition Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable. In addition, Executive agrees that Executive\u2019s knowing failure to return Company property that relates to the maintenance of security of the Company Entities and Persons shall entitle the Company to injunctive and other equitable relief.", "references": ["Terminations", "Adjustments", "Participations", "Withholdings", "Assigns", "Releases", "Organizations", "Intellectual Property", "Authorizations", "Compliance With Laws", "Powers", "Payments", "Consent To Jurisdiction", "Change In Control", "Notices", "Specific Performance", "Counterparts", "Waivers", "Assignments", "Positions", "Waiver Of Jury Trials", "Enforceability", "Interpretations", "Costs", "Disclosures", "Authority", "Litigations", "Qualifications", "Vacations", "Employment", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The Borrower shall apply the proceeds of the Loan in accordance with Section 2.3(c) and (d) and, in relation to the Disbursement Date, prior to such application, such proceeds shall be held in an account or accounts of the Facility Agent in accordance with the provisions of Section 2.3(c); without limiting the foregoing, no proceeds of the Loan will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any \u201cmargin stock\u201d, as defined in F.R.S. Board Regulation U. If the proceeds of the Loan have not been paid either (A) to the Builder or its order in accordance with Section 2.3(d)(i) and to Hermes and the Borrower in accordance with Section 2.3(d)(ii) or (B) to the Facility Agent (directly or indirectly) in prepayment of the Loan under Sections 3.2(a) or 3.7 by 9:59 p.m. (London time) on the second Business Day after the Disbursement Date, such proceeds shall continue to be pledged by the Borrower upon receipt in accordance with Section 2.3(c) as collateral pursuant to the Pledge Agreement. On or prior to the date that is 15 days after the Disbursement Date, the Borrower shall notify the Facility Agent whether the proceeds of the Loan are to be returned to the Facility Agent as prepayment in accordance with Section 3.7 or to be held as cash collateral until the earlier of (A) disbursement in accordance with Section 2.3(d) or (B) prepayment of the Loan pursuant to Sections 3.2(a) or 9.2 .", "references": ["Anti-Corruption Laws", "No Conflicts", "Confidentiality", "Remedies", "Approvals", "Employment", "Records", "Binding Effects", "Releases", "Survival", "Titles", "Qualifications", "No Defaults", "Liens", "Jurisdictions", "Vacations", "Duties", "Consents", "Venues", "Severability", "Enforceability", "Disability", "Litigations", "Subsidiaries", "Financial Statements", "Headings", "Assigns", "Positions", "Insurances", "Amendments", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "By participating in this Policy, a Participant agrees that the Participant shall not at any time make, encourage or support any false, misleading or disparaging statement about the Company, including its products, Board, management, employees, and/or customers.", "references": ["Integration", "Benefits", "Enforcements", "Approvals", "Indemnifications", "General", "Forfeitures", "Use Of Proceeds", "Amendments", "Vesting", "Financial Statements", "Interests", "Withholdings", "Arbitration", "Qualifications", "Confidentiality", "Powers", "Fees", "No Conflicts", "Erisa", "Adjustments", "Construction", "Terms", "Costs", "Sales", "Miscellaneous", "Waivers", "Intellectual Property", "Anti-Corruption Laws", "Headings", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The headings in this Plan are for convenience of reference and shall not be given substantive effect.", "references": ["No Conflicts", "Assignments", "Non-Disparagement", "Indemnity", "Miscellaneous", "Enforceability", "Payments", "Notices", "Base Salary", "Authority", "Expenses", "Cooperation", "Litigations", "Confidentiality", "Use Of Proceeds", "Fees", "Remedies", "Transactions With Affiliates", "Releases", "Costs", "Liens", "Submission To Jurisdiction", "Enforcements", "Erisa", "Arbitration", "Change In Control", "Sales", "Representations", "Duties", "Anti-Corruption Laws", "Headings"], "gold": ["Headings"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries, or against any of their properties or revenues that (a) \u00a0purport to affect or pertain to this Agreement, any other Loan Document, or (b) \u00a0either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, all material litigation is listed on Schedule 5.06 , and as of Closing Date, there has been no adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described in Schedule 5.06 .", "references": ["General", "Existence", "Severability", "Insurances", "Defined Terms", "Change In Control", "Definitions", "Base Salary", "Approvals", "Qualifications", "Assigns", "Confidentiality", "Solvency", "Publicity", "Employment", "Venues", "Further Assurances", "Consents", "Compliance With Laws", "Remedies", "Governing Laws", "Organizations", "Capitalization", "Specific Performance", "Records", "Duties", "Books", "Counterparts", "Entire Agreements", "Erisa", "Litigations"], "gold": ["Litigations"]}
+{"input": "(a) Payment Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.", "references": ["Closings", "Entire Agreements", "Qualifications", "Fees", "Agreements", "Forfeitures", "Successors", "Venues", "Brokers", "Warranties", "Assignments", "Subsidiaries", "Disability", "Releases", "Jurisdictions", "Remedies", "No Waivers", "Erisa", "Non-Disparagement", "Terminations", "Anti-Corruption Laws", "Authority", "Assigns", "General", "No Defaults", "Existence", "Headings", "Financial Statements", "Enforceability", "Solvency", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania and without the aid of any canon, custom or rule of law requiring construction against the draftsperson. Any dispute relating to this Agreement shall be brought in the state or federal courts serving Philadelphia, Pennsylvania and all parties consent to the jurisdiction of such courts.", "references": ["Assignments", "Employment", "Interests", "Tax Withholdings", "No Waivers", "Representations", "Intellectual Property", "Binding Effects", "Adjustments", "Capitalization", "Non-Disparagement", "Closings", "Venues", "Applicable Laws", "Consents", "Assigns", "Integration", "Effective Dates", "Releases", "Waivers", "Indemnity", "Specific Performance", "Remedies", "Existence", "Erisa", "Modifications", "Solvency", "Enforceability", "Participations", "Terms", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. \u00a0No failure or delay 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.", "references": ["Confidentiality", "Erisa", "Death", "Warranties", "Venues", "Adjustments", "Consents", "Indemnity", "Interpretations", "Releases", "Existence", "Benefits", "Powers", "Miscellaneous", "Books", "Defined Terms", "Cooperation", "No Defaults", "No Conflicts", "Sales", "Tax Withholdings", "Vesting", "Jurisdictions", "Applicable Laws", "Transactions With Affiliates", "Representations", "Positions", "Use Of Proceeds", "Costs", "Records", "Waivers"], "gold": ["Waivers"]}
+{"input": "If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and Toro shall determine the effective date (the \u201c Increase Effective Date \u201d) and the final allocation of such increase. The Administrative Agent shall promptly notify Toro and the Lenders of the final allocation of such increase and the Increase Effective Date.", "references": ["Taxes", "Withholdings", "Compliance With Laws", "Binding Effects", "Capitalization", "Notices", "Liens", "Erisa", "Cooperation", "Consents", "Fees", "Use Of Proceeds", "Sanctions", "Further Assurances", "Records", "Indemnity", "Change In Control", "Transactions With Affiliates", "Waivers", "Anti-Corruption Laws", "General", "Litigations", "Authority", "Counterparts", "Expenses", "Arbitration", "Confidentiality", "Books", "Disclosures", "Titles", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "On the Effective Date, the Creditor on behalf of himself/herself/itself and each of his/her/its heirs, successors, subsidiaries, affiliates, agents, attorneys and personal representatives (a \u201c Creditor Party \u201d), hereby fully and completely releases and forever discharges the Company and its subsidiaries, and each of the respective current, future and former officers, employees, directors, managers, members, stockholders, agents, attorneys, affiliates, predecessors, successors and assigns and representatives of the foregoing and their respective heirs and agents (collectively, the \u201c Company Released Parties \u201d) from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, liens, encumbrances, security interest (whether statutory or contractual), attachments, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, liquidated or unliquidated, both at law and in equity related directly or indirectly to the relationship between the Creditor and the Company (a \u201c Claim \u201d), that the Creditor Party now has, has ever had or may hereafter have against the respective Company Released Parties, arising contemporaneously with, or prior to the date hereof (the \u201c Release Date \u201d).", "references": ["Participations", "Vesting", "Books", "Publicity", "Sales", "Cooperation", "Entire Agreements", "Construction", "Compliance With Laws", "Modifications", "Venues", "Integration", "Agreements", "Confidentiality", "Disability", "General", "No Conflicts", "Transactions With Affiliates", "Miscellaneous", "Approvals", "Disclosures", "Duties", "Terminations", "Sanctions", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Defined Terms", "Specific Performance", "Successors", "Authorizations", "Releases"], "gold": ["Releases"]}
+{"input": "Commencing on the Effective Date, (a)\u00a0the Successor Agent shall be entitled to receive the agency fees as set forth in, and in accordance with, that certain fee letter dated March\u00a09, 2018, between the Borrower and the Successor Agent and (b)\u00a0the Existing Agent shall cease to be entitled to receive any agency fee as Administrative Agent relating to the Loan Documents; provided that the Existing Agent shall remain entitled to receive from the Borrower any unpaid fees owed to it by the Borrower pursuant to Section \u00a02.05(c) of the Credit Agreement or any unpaid costs or expenses owed to it by the Borrower pursuant to Section \u00a08.04(a) of the Credit Agreement. The Protective Provisions shall remain in full force and effect for the benefit of the Successor Agent while acting as the Administrative Agent.", "references": ["Transactions With Affiliates", "Vesting", "Titles", "Vacations", "Waivers", "No Waivers", "Records", "Assigns", "Effectiveness", "Subsidiaries", "Agreements", "Cooperation", "Enforcements", "Applicable Laws", "Headings", "Non-Disparagement", "Existence", "Approvals", "Duties", "Amendments", "Consents", "Specific Performance", "Counterparts", "Books", "Use Of Proceeds", "Litigations", "Adjustments", "Remedies", "Financial Statements", "Forfeitures", "Expenses"], "gold": ["Expenses"]}
+{"input": "All communications hereunder shall be in writing and, if sent to the Initial Purchasers, shall be mailed or delivered to Merrill Lynch, Pierce, Fenner\u00a0& Smith Incorporated at One Bryant Park, New York, New York 10036, Attention: High Yield Legal Department, Facsimile: (212) 901-7897; and if sent to the Partnership, shall be mailed or delivered to the Partnership at 1000 Louisiana Street, Suite 4300, Houston, Texas 77002, Attention: Chief Financial Officer; with a copy to Vinson\u00a0& Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002, Attention: Christopher S. Collins.", "references": ["Entire Agreements", "Disability", "Construction", "Vesting", "Remedies", "No Conflicts", "No Waivers", "Binding Effects", "Representations", "Change In Control", "Forfeitures", "Death", "Enforceability", "Successors", "Confidentiality", "Vacations", "Consent To Jurisdiction", "Governing Laws", "Employment", "Further Assurances", "Integration", "Powers", "Modifications", "Approvals", "Enforcements", "Subsidiaries", "Participations", "Withholdings", "Capitalization", "Jurisdictions", "Notices"], "gold": ["Notices"]}
+{"input": "This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Michigan and construed in accordance therewith without giving effect to principles of conflicts of laws.", "references": ["Records", "Anti-Corruption Laws", "General", "Titles", "Taxes", "Existence", "Arbitration", "Benefits", "Publicity", "Assignments", "Authorizations", "No Waivers", "Sanctions", "Integration", "Consent To Jurisdiction", "Withholdings", "Non-Disparagement", "Terms", "Liens", "Representations", "Severability", "Counterparts", "Confidentiality", "Indemnifications", "Qualifications", "Erisa", "Warranties", "Defined Terms", "Subsidiaries", "Amendments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company\u2019s securities (other than the purchases of shares pursuant to this Agreement) during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 5.6 . Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 5.6 , such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 5.6 , (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 5.6 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 5.6 . Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser\u2019s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.", "references": ["Effectiveness", "Construction", "Sanctions", "Duties", "Severability", "Counterparts", "Non-Disparagement", "Liens", "Forfeitures", "Warranties", "Survival", "Qualifications", "Benefits", "Entire Agreements", "Sales", "Taxes", "Tax Withholdings", "Approvals", "Waivers", "Assignments", "Titles", "Remedies", "No Defaults", "Successors", "Death", "Vesting", "Anti-Corruption Laws", "Use Of Proceeds", "Waiver Of Jury Trials", "Existence", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Administrative Agent shall have received an unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries and the related unaudited consolidated statements of operations and of cash flows for each fiscal quarter ended after December 31, 2017 (so long as such fiscal quarters have ended at least 40 days prior to the Effective Date).\u00a0 The Borrower\u2019s filing of any required unaudited financial statements with respect to the Borrower on Form 10-Q will satisfy the requirements under this paragraph.", "references": ["Notices", "Records", "Warranties", "Enforcements", "Organizations", "Construction", "Closings", "Counterparts", "No Defaults", "Non-Disparagement", "Interests", "Insurances", "Binding Effects", "Litigations", "Severability", "Cooperation", "Base Salary", "Solvency", "Interpretations", "Authority", "Venues", "Submission To Jurisdiction", "No Waivers", "Applicable Laws", "Integration", "Assigns", "Waiver Of Jury Trials", "Representations", "Consents", "General", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Unless otherwise provided in the Loan Agreement, all notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if delivered or sent by (a) hand delivery, with proof of attempted delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (d) by telecopy or email provided that such telecopy or email notice must also be delivered by one of the means set forth in (a), (b) or (c) above, to the address specified for the intended recipient at the address listed below or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 6.2. A notice shall be deemed to have been given: (a) in the case of hand delivery, at the time of delivery, (b) in the case of registered or certified mail, when delivered on a Business Day, (c) in the case of expedited prepaid delivery upon delivery on a Business Day, or (d) in the case of telecopy or email, upon delivery; provided that the transmitting party did not receive an electronic notice of a transmission failure.\u00a0\u00a0A party receiving a notice which does not comply with the technical requirements for notice under this Section 6.2 may elect to waive any deficiencies and treat the notice as having been properly given.", "references": ["Assigns", "Indemnity", "Waiver Of Jury Trials", "Counterparts", "Confidentiality", "Insurances", "Arbitration", "Modifications", "Payments", "Litigations", "Sales", "Survival", "Entire Agreements", "Intellectual Property", "Costs", "Qualifications", "Cooperation", "Approvals", "Use Of Proceeds", "Jurisdictions", "Records", "Benefits", "Governing Laws", "Applicable Laws", "Adjustments", "Construction", "Venues", "Expenses", "Tax Withholdings", "Defined Terms", "Notices"], "gold": ["Notices"]}
+{"input": "The Table of Contents and paragraph headings of the various sections and attachments have been inserted in this Agreement as a matter of convenience for reference only and shall not modify, define or limit any of the terms or provisions hereof and shall not be used in the interpretation of any term or provision of this Agreement.", "references": ["Remedies", "Costs", "No Defaults", "Closings", "Subsidiaries", "Powers", "Terminations", "Indemnifications", "Miscellaneous", "Cooperation", "Publicity", "Existence", "Payments", "Authorizations", "Erisa", "Duties", "Tax Withholdings", "Approvals", "Solvency", "Applicable Laws", "Governing Laws", "Amendments", "Assignments", "Indemnity", "Terms", "Assigns", "Disability", "Liens", "Effective Dates", "Litigations", "Headings"], "gold": ["Headings"]}
+{"input": "The Borrower shall pay to the Administrative Agent the fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.", "references": ["Powers", "Definitions", "Representations", "Survival", "Counterparts", "Entire Agreements", "Interests", "Brokers", "Releases", "Employment", "Waiver Of Jury Trials", "Terminations", "Insurances", "Governing Laws", "Litigations", "Intellectual Property", "Binding Effects", "Titles", "No Waivers", "Benefits", "Change In Control", "Solvency", "No Conflicts", "Forfeitures", "Arbitration", "Interpretations", "Transactions With Affiliates", "Existence", "Base Salary", "Waivers", "Fees"], "gold": ["Fees"]}
+{"input": "The Compensation Committee reserves the right to amend, supersede or terminate the Plan, in whole or in part, at any time as it deems fit in its sole discretion, with or without prior notice. Any change to the Plan shall be prospective in application and shall be in a writing signed by the Compensation Committee.", "references": ["Payments", "Death", "Notices", "Books", "Construction", "Costs", "Jurisdictions", "Disclosures", "Organizations", "General", "Change In Control", "Terminations", "Amendments", "Litigations", "Survival", "Participations", "Enforcements", "Benefits", "Interpretations", "Qualifications", "Counterparts", "Successors", "Erisa", "Subsidiaries", "Taxes", "Assignments", "Approvals", "Financial Statements", "Applicable Laws", "Adjustments", "Modifications"], "gold": ["Modifications"]}
+{"input": "In consideration of Wells Fargo\u2019s execution of this Agreement, the Borrower and Mortgagor do hereby, on behalf of themselves, their agents, insurers, heirs, successors and assigns, release, acquit and forever discharge Wells Fargo and Wells Fargo & Company, and any and all of their parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns, together with all of their present and former directors, officers, agents, attorneys and employees (together, the \u201cReleased Parties\u201d) from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower and Mortgagor, or either of them, has had, now has or has made claim to have against the Released Parties for, upon or by reason of any act, omission, matter, cause or thing whatsoever relating to any or all of the Note, Mortgage, Pledge and Loan Documents, and arising from the beginning of time to and including the date of this Agreement (the \u201cReleased Claims\u201d), whether such claims, demands and causes of action are matured or unmatured, liquidated or unliquidated, known or unknown, fixed, contingent, direct or indirect, and shall indemnify and hold harmless the Released Parties from any and all expenses, costs, liability and fees (including but not limited to attorney\u2019s fees and expenses) incurred by any such Released Party as a result of any such action or proceeding instituted by Borrower, the Mortgagor or any third party. Borrower and Mortgagor irrevocably covenant and agree forever to refrain from initiating, filing, instituting, maintaining or proceeding upon, or encouraging, advising or voluntarily assisting any other person or entity to initiate, institute, maintain or proceed upon any Released Claim of any nature whatsoever released in this General Release and Indemnity.", "references": ["Litigations", "Adjustments", "Tax Withholdings", "Qualifications", "Change In Control", "Further Assurances", "Agreements", "Warranties", "Successors", "Expenses", "No Defaults", "Waivers", "Submission To Jurisdiction", "Duties", "Venues", "Disability", "Taxes", "Defined Terms", "Vacations", "Confidentiality", "Notices", "Assignments", "Forfeitures", "Non-Disparagement", "Headings", "Participations", "Records", "Organizations", "Titles", "Base Salary", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "During the Term of Employment, Executive shall be reimbursed for reasonable travel and other expenses incurred or paid by Executive in connection with the performance of her services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as may from time to time be requested by the Company, in accordance with such policies of the Company as are in effect as of the Commencement Date and as may be modified by the Company from time to time, under such terms as may be applicable to officers of Executive's rank employed by NBTB, NBT Bank, or their affiliates.\u00a0 All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, such reimbursements shall be paid no later than March 15 th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.", "references": ["Existence", "No Defaults", "Counterparts", "Powers", "Submission To Jurisdiction", "Liens", "Interests", "Subsidiaries", "Adjustments", "Withholdings", "Benefits", "No Conflicts", "Construction", "Defined Terms", "Consents", "Authority", "Jurisdictions", "Assignments", "Non-Disparagement", "Authorizations", "Fees", "Books", "Headings", "Positions", "Assigns", "Effective Dates", "Governing Laws", "Waivers", "Sanctions", "Indemnifications", "Expenses"], "gold": ["Expenses"]}
+{"input": "The unpaid principal amount of the Revolving Advances shall bear interest prior to maturity at a varying rate per annum equal from day to day to the lesser of (a) the Maximum Rate or (b) the Applicable Rate in effect from day to day, and each change in the rate of interest charged on the Revolving Advances shall become effective, without notice to Borrower, on the effective date of each change in the Applicable Rate or the Maximum Rate, as the case may be; provided, however, if at any time the rate of interest specified in clause (b) preceding shall exceed the Maximum Rate, thereby causing the interest on the Revolving Advances to be limited to the Maximum Rate, then any subsequent reduction in the Applicable Rate shall not reduce the rate of interest on the Revolving Advances below the Maximum Rate until the aggregate amount of interest actually accrued on the Revolving Advances equals the amount of interest which would have accrued on the Revolving Advances if the interest rate specified in clause (b) preceding had at all times been in effect. Notwithstanding the foregoing, if any Event of Default has occurred and is continuing, the outstanding principal of the Revolving Advances shall, upon the determination of the Majority Lenders, bear interest at the Default Rate.", "references": ["Erisa", "Severability", "Consents", "Applicable Laws", "Disclosures", "Submission To Jurisdiction", "Assigns", "Effectiveness", "Indemnity", "Interpretations", "No Waivers", "Defined Terms", "Further Assurances", "Representations", "Litigations", "Payments", "Positions", "Sanctions", "Transactions With Affiliates", "Duties", "Vesting", "Binding Effects", "Insurances", "Adjustments", "Expenses", "Compliance With Laws", "Terms", "Modifications", "Anti-Corruption Laws", "Disability", "Interests"], "gold": ["Interests"]}
+{"input": "Your base salary shall be $282,873 per annum, subject to revision following each performance review after your first full year in the position described in Section\u00a01.1 but at no time less than $282,873.", "references": ["Notices", "Severability", "Further Assurances", "Closings", "Capitalization", "Erisa", "Withholdings", "Releases", "Brokers", "Applicable Laws", "Duties", "Vesting", "Effective Dates", "Benefits", "Governing Laws", "Authority", "Modifications", "Survival", "Use Of Proceeds", "Non-Disparagement", "Powers", "Qualifications", "Indemnifications", "Assigns", "Defined Terms", "Tax Withholdings", "Effectiveness", "Waivers", "Solvency", "Enforcements", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Each Guarantor agrees to the fullest extent permitted by applicable law that (a) all or any part of any security which hereafter may be held for the Loan Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Administrative Agent, the Lenders and the Issuing Banks shall not have any obligation to protect, perfect, secure or insure any such security interests or Liens which hereafter may be held, if any, for the Loan Obligations or the properties subject thereto; (c) the time or place of payment of the Loan Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Borrower and any other party liable for payment under this Agreement may be granted indulgences generally; (e) any of the provisions of this Agreement or any other Loan Document may be modified, amended or waived; (f) any party liable for the payment thereof may be granted indulgences or be released; and (g) any deposit balance for the credit of the Borrower or any other party liable for the payment of the Loan Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Loan Obligations, all without notice to or further assent by such Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.", "references": ["Jurisdictions", "Indemnifications", "Sales", "Representations", "Assigns", "Brokers", "Waivers", "Construction", "Books", "Remedies", "Publicity", "Use Of Proceeds", "Adjustments", "Liens", "Vacations", "Warranties", "Disclosures", "Duties", "Closings", "Existence", "Cooperation", "Assignments", "Further Assurances", "Taxes", "Entire Agreements", "Authorizations", "Change In Control", "Sanctions", "Solvency", "No Conflicts", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Stock Units are subject to adjustment upon the occurrence of events such as stock splits, stock dividends and other changes in capitalization in accordance with Section 6(a) of the 2012 Plan. In the event of any adjustment, the Company will give the Director written notice thereof which will set forth the nature of the adjustment.", "references": ["Headings", "Qualifications", "Entire Agreements", "Participations", "Withholdings", "Representations", "No Conflicts", "Further Assurances", "Enforceability", "Solvency", "Forfeitures", "Change In Control", "Indemnity", "Liens", "Employment", "Terminations", "Powers", "Amendments", "No Waivers", "Titles", "Insurances", "Organizations", "Interests", "Intellectual Property", "Counterparts", "Waiver Of Jury Trials", "Compliance With Laws", "Waivers", "Closings", "Submission To Jurisdiction", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The Undersigned recognizes that harm may result to the Company and its business if Undersigned breaches any provision of this Agreement, and that CONFIDENTIAL INFORMATION and INVENTIONS are among CGNT\u2019s most valuable assets and their value may be unwittingly destroyed by casual dissemination. Therefore, in the event of a breach or threatened breach of any provision of this Agreement, the Company shall have the right, in addition to any other remedies available to it, to preliminary and permanent injunctive relief restraining the Undersigned from violating the terms of this Agreement, it being acknowledged that other remedies at law are inadequate. The Company shall also be entitled to an equitable accounting of all profits or benefits arising out of such violation, and to the repayment of all profits, compensation, commissions, fees, royalties, or other financial rewards which the Undersigned or any other entity or person may realize as a result of the Undersigned\u2019s violations of this Agreement. These rights and remedies shall be cumulative and in addition to any other rights or remedies to which CGNT may be entitled. CGNT may also recover from Undersigned its attorneys\u2019 fees and costs in any action for breach of this Agreement in which the Company substantially prevails.", "references": ["Expenses", "Modifications", "Successors", "Costs", "Submission To Jurisdiction", "Vacations", "Base Salary", "Effectiveness", "Consent To Jurisdiction", "Interpretations", "Binding Effects", "General", "Intellectual Property", "Existence", "Warranties", "Adjustments", "Entire Agreements", "Defined Terms", "Financial Statements", "Severability", "Fees", "Forfeitures", "Indemnity", "Titles", "Applicable Laws", "Duties", "Enforcements", "Waiver Of Jury Trials", "Books", "Employment", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement, and the portions of the Employment Agreement referred to and incorporated herein, set forth the entire agreement and final understanding between the parties, and supersedes all prior negotiations and agreements, proposed or otherwise, whether written or oral, covering the subject matter hereof.", "references": ["Cooperation", "Effectiveness", "Positions", "Interpretations", "Miscellaneous", "Vesting", "Integration", "Authorizations", "Records", "Anti-Corruption Laws", "No Defaults", "Terms", "Survival", "Powers", "Base Salary", "Modifications", "Representations", "Severability", "Withholdings", "Specific Performance", "Warranties", "Assignments", "Insurances", "Duties", "Indemnifications", "Assigns", "Litigations", "Terminations", "Change In Control", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "THIS AWARD AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.", "references": ["Non-Disparagement", "Confidentiality", "Participations", "Transactions With Affiliates", "Costs", "Subsidiaries", "Vesting", "Submission To Jurisdiction", "No Defaults", "Change In Control", "Financial Statements", "Amendments", "Headings", "Severability", "Consents", "Miscellaneous", "Erisa", "General", "Venues", "Representations", "Interests", "Sales", "Defined Terms", "Benefits", "Vacations", "Litigations", "Closings", "Approvals", "Effective Dates", "Organizations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a03.2 hereof.", "references": ["Survival", "Qualifications", "Submission To Jurisdiction", "Closings", "Titles", "Intellectual Property", "General", "Binding Effects", "Applicable Laws", "Authorizations", "Disability", "Capitalization", "Payments", "Existence", "Assigns", "Effective Dates", "No Conflicts", "Transactions With Affiliates", "Participations", "Vesting", "Construction", "Specific Performance", "Non-Disparagement", "Brokers", "Governing Laws", "Venues", "Forfeitures", "Books", "Benefits", "Terminations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all Requirements of Law, including Environmental Laws, applicable to it or its operations and property, and to maintain all FCC Licenses and all other governmental licenses, approvals, orders or authorizations required to provide satellite digital radio services, to launch or operate any Satellite and the TT&C Stations related thereto and to transmit signals to and receive transmissions from the Satellites in full force and effect, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Use Of Proceeds", "Powers", "Transactions With Affiliates", "Disclosures", "Notices", "Expenses", "Death", "Insurances", "Counterparts", "Taxes", "No Conflicts", "Modifications", "Miscellaneous", "Brokers", "Defined Terms", "Definitions", "Fees", "No Waivers", "Successors", "Duties", "Records", "Publicity", "Approvals", "Entire Agreements", "Adjustments", "Indemnity", "Non-Disparagement", "Releases", "Enforceability", "Change In Control", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Participant\u2019s rights to any payments or other benefits under this Award Agreement, including the acceleration or continuation of any vesting of any RSUs under this Award Agreement, to be paid or provided after the Participant has ceased to be an Active Individual LP for any reason, are conditioned upon (i)\u00a0the Participant\u2019s execution and non-revocation of a general release agreement in the form attached as Exhibit A to the Limited Partnership Agreement, subject only to revisions necessary to reflect changes in applicable law, and (ii)\u00a0the Participant complying in all respects with the Limited Partnership Agreement (as modified by the 2018 Partner Agreement) including, without limitation, the restrictions regarding Confidentiality, Intellectual Property, Non-Competition, Non-Solicitation, Non-Disparagement, Non-Interference, Short Selling, Hedging Transactions, and Compliance with Policies, set forth in Sections 2.12, 2.13, 2.18, and 2.19 of the Limited Partnership Agreement.\u00a0If the general release is not executed and effective no later than fifty-three (53)\u00a0days following the Participant\u2019s Withdrawal or Special Withdrawal pursuant to Section\u00a08.3(g) of the Limited Partnership Agreement, or if the Participant timely revokes his execution thereof, the Partnership shall have no further obligations under this Award Agreement to the Participant, and all RSUs then held by the Participant, if any, shall be forfeited.", "references": ["Vacations", "Entire Agreements", "Forfeitures", "Severability", "Litigations", "Assignments", "Successors", "Specific Performance", "Base Salary", "Counterparts", "Transactions With Affiliates", "Change In Control", "Closings", "Interests", "Erisa", "Submission To Jurisdiction", "Representations", "Costs", "Payments", "Tax Withholdings", "Waivers", "Integration", "Terms", "Consent To Jurisdiction", "Withholdings", "Solvency", "Definitions", "Assigns", "Subsidiaries", "Effectiveness", "Releases"], "gold": ["Releases"]}
+{"input": "The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits 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, and may not be modified adversely to the Participant\u2019s interest except by means of a writing signed by the Company and Participant.", "references": ["Litigations", "Liens", "Duties", "Closings", "Indemnity", "Specific Performance", "Titles", "No Conflicts", "Use Of Proceeds", "Definitions", "Agreements", "Miscellaneous", "Terminations", "Subsidiaries", "Waiver Of Jury Trials", "Capitalization", "Further Assurances", "Base Salary", "Adjustments", "Counterparts", "Erisa", "Financial Statements", "Confidentiality", "Sanctions", "Insurances", "Amendments", "Defined Terms", "Existence", "Disability", "Arbitration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "As of the Restatement Effective Date, each Loan Party has, with respect to its properties and business, insurance covering the risks, in the amounts, with deductibles or other retention amounts, and with the carriers listed in the Disclosure Letter, which insurance meets the requirements of Section \u00a07.5 hereof as of the Restatement Effective Date.", "references": ["Indemnifications", "Adjustments", "Terminations", "Approvals", "Interests", "Definitions", "Subsidiaries", "Tax Withholdings", "Survival", "Compliance With Laws", "Records", "Agreements", "Payments", "Arbitration", "Binding Effects", "Organizations", "Applicable Laws", "Severability", "Participations", "Brokers", "Indemnity", "Amendments", "Representations", "Powers", "Assigns", "No Waivers", "Jurisdictions", "Use Of Proceeds", "Books", "Sanctions", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Grantor will pay when due all Taxes, assessments and governmental charges and levies upon the Collateral, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Grantor has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Vesting", "Participations", "Indemnifications", "Intellectual Property", "Non-Disparagement", "Further Assurances", "Withholdings", "Adjustments", "Consent To Jurisdiction", "Specific Performance", "Applicable Laws", "Powers", "Costs", "Submission To Jurisdiction", "Releases", "Warranties", "Capitalization", "Use Of Proceeds", "Vacations", "Approvals", "Forfeitures", "Successors", "Terms", "Construction", "Erisa", "Books", "Titles", "Sales", "Positions", "Terminations", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Capital Stock of the Borrower and each Subsidiary has been duly authorized and validly issued in compliance with all applicable federal, state and other Laws and is fully paid and non-assessable (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary\u2019s jurisdiction of formation). Except as set forth on Schedule 4.10(b) of the Credit Agreement Disclosure Letter, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement (including preemptive rights) to which the Borrower or any Subsidiary is a party requiring, and there is no membership interest or other Capital Stock of the Borrower or any Subsidiary outstanding which upon conversion or exchange would require, the issuance by the Borrower or any Subsidiary of any additional membership interests or other Capital Stock of the Borrower or any Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of the Borrower or any Subsidiary.", "references": ["Intellectual Property", "Sanctions", "Disability", "Forfeitures", "Withholdings", "Books", "Fees", "Defined Terms", "Positions", "Disclosures", "Releases", "Terminations", "Closings", "Successors", "Participations", "Enforceability", "Binding Effects", "Authority", "Notices", "Authorizations", "Terms", "Consents", "Anti-Corruption Laws", "Severability", "Remedies", "Organizations", "Existence", "No Waivers", "General", "Miscellaneous", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The representations, warranties and covenants of the Company and the Holder contained herein shall survive the closing and delivery of the Exchange Note.", "references": ["Interests", "Consents", "Erisa", "Base Salary", "Withholdings", "Enforceability", "Solvency", "Adjustments", "Taxes", "Costs", "Remedies", "Jurisdictions", "Terminations", "Employment", "Organizations", "Indemnity", "Records", "Subsidiaries", "Amendments", "Insurances", "Use Of Proceeds", "Waivers", "Effective Dates", "No Conflicts", "General", "Terms", "Binding Effects", "Liens", "Headings", "Anti-Corruption Laws", "Survival"], "gold": ["Survival"]}
+{"input": "Evidence that Seller obtained the insurance policies required by Section 12 (l) hereof, and evidence that Buyer has been named as a loss payee under its Fidelity Insurance and as a direct loss payee/right of action under its errors and omissions insurance policy.", "references": ["Brokers", "Amendments", "Base Salary", "Consent To Jurisdiction", "No Waivers", "Terms", "Interests", "Enforcements", "Liens", "Successors", "General", "Sanctions", "Solvency", "Severability", "Terminations", "Representations", "Cooperation", "Costs", "Authorizations", "Agreements", "Anti-Corruption Laws", "Titles", "Forfeitures", "Vacations", "Specific Performance", "Participations", "Litigations", "Existence", "Confidentiality", "Indemnifications", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement sets forth the complete and final agreement of the Parties with respect to the subject matter hereof and supersedes and terminates all prior agreements and understandings, written or oral, between the Parties with respect to such subject matter, including the Non-Binding Term Sheet, dated July 14, 2017, by and between the Parties.\u00a0\u00a0This Agreement may be amended, and the observance of any provision of this Agreement may be waived, only by a writing signed by both Parties.\u00a0\u00a0The failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.", "references": ["Amendments", "Waivers", "Expenses", "Effectiveness", "Disclosures", "Litigations", "Defined Terms", "Effective Dates", "Sales", "Tax Withholdings", "Indemnity", "Indemnifications", "Approvals", "Capitalization", "Withholdings", "Participations", "Change In Control", "Cooperation", "Titles", "Notices", "Applicable Laws", "Sanctions", "Anti-Corruption Laws", "Consent To Jurisdiction", "Intellectual Property", "Enforcements", "No Defaults", "Costs", "Assigns", "Death", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Employee acknowledges that, other than the Existing Option Agreement, the Extended Options, the New Option Agreements and the provisions contained in the indemnification agreement between Employee and the Company, attached as Exhibit\u00a0B , to which the Employee is entitled pursuant to this Agreement, this Agreement shall supersede each agreement entered into between Employee and the Company regarding Employee\u2019s employment, including, without limitation, any offer letter, the Retention Agreement and that certain employment letter agreement by and between Employee and the Company dated December\u00a021, 2017. The Company and Employee acknowledge that the separation of the Employee\u2019s employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section\u00a0409A of the Code, and the related Department of Treasury regulations.\u00a0 Employee acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements.\u00a0 This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement.\u00a0 This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.", "references": ["Enforceability", "Amendments", "Survival", "Insurances", "Severability", "Litigations", "Notices", "Indemnity", "Cooperation", "Employment", "Consent To Jurisdiction", "Brokers", "Tax Withholdings", "Costs", "Governing Laws", "Taxes", "No Waivers", "Participations", "Assignments", "Base Salary", "Qualifications", "Interests", "Further Assurances", "Integration", "Construction", "No Conflicts", "Specific Performance", "Representations", "Adjustments", "Releases", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "If the Committee determines after the Performance Goals have been established that a change in the business, operations, corporate structure or capital structure of the Company or its Subsidiaries, or the manner in which it conducts its business, or other events or circumstances, including but not limited to changes in law or accounting rules, render the Performance Goals unsuitable, the Committee may modify such Performance Goals, in whole or in part, as the Committee deems appropriate and equitable. The Committee shall also have the right to increase or decrease the amount payable under a Performance Share Award to adjust for events or other circumstances not considered in setting Performance Goals for a Performance Share Award.", "references": ["General", "Disability", "Closings", "Change In Control", "Books", "Venues", "Survival", "No Waivers", "Intellectual Property", "Warranties", "Effectiveness", "No Defaults", "Waivers", "Liens", "Modifications", "Vesting", "Submission To Jurisdiction", "Taxes", "Litigations", "Expenses", "Successors", "Records", "Capitalization", "Arbitration", "Transactions With Affiliates", "Financial Statements", "Death", "Anti-Corruption Laws", "Consents", "Confidentiality", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "As of the date hereof, the authorized common stock of the Company consists of 20,000,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 32 ,348,576 shares are issued and outstanding; and shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .", "references": ["Financial Statements", "Indemnity", "Representations", "Interpretations", "No Defaults", "Consents", "Books", "Brokers", "Vesting", "Assignments", "Anti-Corruption Laws", "Adjustments", "Change In Control", "Compliance With Laws", "Submission To Jurisdiction", "Transactions With Affiliates", "Participations", "Releases", "Successors", "Taxes", "Integration", "Waivers", "Duties", "Titles", "Notices", "Interests", "Assigns", "Non-Disparagement", "Specific Performance", "Amendments", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The termination of the Agreement shall not affect any Credit Party\u2019s, Agent\u2019s or any Lender\u2019s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations (other than contingent indemnity claims not yet asserted or threatened) have been fully and indefeasibly paid, disposed of, concluded or liquidated and all Commitments have been terminated.\u00a0 The security interests, Liens and rights granted to Agent for the benefit of the Secured Parties hereunder and the financing statements filed in connection therewith shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers\u2019 Account may from time to time be temporarily in a zero or credit position, until the Termination Date.\u00a0 Upon the occurrence of the Termination Date or any release of Collateral or any part thereof in accordance with the provisions of this Agreement, then the Collateral (or such part of the Collateral) shall be released from the security interests created by this Agreement and Agent shall, upon the request and at the sole cost and expense of the Borrowers and receipt by Agent of a certificate from an Authorized Officer of the Borrowing Agent confirming that such release (other than in connection with the occurrence of the Termination Date) is permitted under this Agreement and each Other Document, assign, transfer and deliver to Credit Parties, without recourse to or warranty by Agent, such of the Collateral or any part thereof as may be in possession of and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination of the Liens granted pursuant to this Agreement.\u00a0 All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations (other than contingent indemnity claims not yet asserted or threatened) are indefeasibly paid and performed in full and all Commitments have been terminated.", "references": ["Effectiveness", "Binding Effects", "Indemnifications", "Sanctions", "Interests", "Brokers", "Authority", "Erisa", "Venues", "Waiver Of Jury Trials", "Sales", "Forfeitures", "Headings", "Indemnity", "Insurances", "Remedies", "Assigns", "Fees", "Representations", "Further Assurances", "Defined Terms", "General", "Authorizations", "Disability", "Specific Performance", "Effective Dates", "Compliance With Laws", "Withholdings", "Titles", "Definitions", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement is the result of negotiations between and has been reviewed by each of Borrower and Lender as of the date hereof and their respective counsel; accordingly, this Agreement shall be deemed to be the product of the parties hereto, and no ambiguity shall be construed in favor of or against Borrower or Lender. Borrower and Lender agree that they intend the literal words of this Agreement and the other Loan Documents and that no parol evidence shall be necessary or appropriate to establish Borrower\u2019s or Lender\u2019s actual intentions.", "references": ["Records", "Base Salary", "Entire Agreements", "Agreements", "Defined Terms", "No Waivers", "Solvency", "Enforceability", "Anti-Corruption Laws", "Counterparts", "Forfeitures", "Disability", "Further Assurances", "Benefits", "Waiver Of Jury Trials", "Payments", "Approvals", "Warranties", "Representations", "Interests", "Fees", "Indemnifications", "Submission To Jurisdiction", "Vesting", "Confidentiality", "Assigns", "Binding Effects", "Vacations", "Effectiveness", "No Conflicts", "Construction"], "gold": ["Construction"]}
+{"input": "During the Term, the Executive shall be permitted to participate in any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans and similar benefits that may be available to other senior executives of the Company generally, on the same terms as may be applicable to such other senior executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs. During the Term, the Company shall maintain customary liability insurance for trustees and officers and list the Executive as a covered officer.", "references": ["Jurisdictions", "Counterparts", "Entire Agreements", "Further Assurances", "Terminations", "Consents", "Employment", "Successors", "Powers", "Capitalization", "Publicity", "Withholdings", "Enforcements", "Fees", "Titles", "Litigations", "Agreements", "Assignments", "General", "Waiver Of Jury Trials", "Erisa", "Records", "Remedies", "Subsidiaries", "Waivers", "Interests", "Duties", "Solvency", "Effectiveness", "Headings", "Benefits"], "gold": ["Benefits"]}
+{"input": "Neither this Agreement nor any of the rights or obligations of the Parties hereunder may be assigned by the Company, on the one hand, or Seller, on the other hand, without the prior written consent of Seller (in the case of the Company) or the Company (in the case of Seller), as applicable; provided , however , that subject to Section 3.6 (a) the Company, on the one hand, and Seller, on the other hand, may assign or delegate any or all of its rights or obligations hereunder to an Affiliate without the prior written consent of the other Party, and (b) the Company may assign this Agreement to a successor to all or substantially all of the assets or business of the Company to which this Agreement relates, whether in a merger, sale of stock, sale of assets or otherwise. Subject to the first sentence of this Section 8.3 , this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any attempted assignment or transfer in violation of this Section 8.3 shall be null and void.", "references": ["Sales", "Subsidiaries", "Terms", "Warranties", "Records", "Venues", "Assigns", "Enforceability", "Successors", "Powers", "Use Of Proceeds", "Duties", "Survival", "Adjustments", "Organizations", "Enforcements", "General", "Compliance With Laws", "Indemnifications", "Governing Laws", "Further Assurances", "Disability", "No Defaults", "Liens", "Specific Performance", "Integration", "Payments", "Publicity", "Confidentiality", "Books", "Assignments"], "gold": ["Assignments"]}
+{"input": "EACH GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY, THE NOTE PURCHASE AGREEMENT OR ANY NOTE OR THE RELATIONSHIP ESTABLISHED THEREUNDER.", "references": ["Consent To Jurisdiction", "Base Salary", "Liens", "Compliance With Laws", "Confidentiality", "Successors", "Disclosures", "Agreements", "Tax Withholdings", "Entire Agreements", "Arbitration", "Fees", "Integration", "Expenses", "Venues", "Survival", "Transactions With Affiliates", "Capitalization", "General", "Interests", "Closings", "Enforceability", "Adjustments", "Indemnity", "Insurances", "Effective Dates", "Brokers", "Effectiveness", "Authority", "Notices", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Except as set forth in the SEC Documents, the Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects (\u201c Liens \u201d) and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.\u00a0Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.", "references": ["Non-Disparagement", "Subsidiaries", "Interests", "Records", "Books", "Governing Laws", "Taxes", "Agreements", "Headings", "Terms", "Compliance With Laws", "Terminations", "Closings", "Payments", "Specific Performance", "Confidentiality", "Intellectual Property", "Assigns", "Warranties", "Definitions", "Binding Effects", "Insurances", "Duties", "Qualifications", "Tax Withholdings", "Sales", "Cooperation", "Notices", "Litigations", "Disclosures", "Titles"], "gold": ["Titles"]}
+{"input": "This Amendment may be executed in a number of identical counterparts, including, without limitation, facsimile or email execution copies. If so executed, each counterpart is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement.", "references": ["Remedies", "Definitions", "Jurisdictions", "Venues", "Compliance With Laws", "Interpretations", "Tax Withholdings", "No Waivers", "Change In Control", "Fees", "Qualifications", "General", "Approvals", "Forfeitures", "Taxes", "Miscellaneous", "Disability", "Duties", "Litigations", "Confidentiality", "Further Assurances", "Arbitration", "Construction", "Existence", "Authority", "Modifications", "Interests", "Assigns", "No Defaults", "Books", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Security Agreement, together with the Notes Documents, embody the entire agreement and understanding between the Grantors and the Notes Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings among the Grantors and the Notes Collateral Agent relating to the Collateral.", "references": ["Duties", "Capitalization", "Remedies", "Costs", "Counterparts", "Applicable Laws", "Non-Disparagement", "Publicity", "Specific Performance", "No Defaults", "Interpretations", "Assigns", "Terminations", "Subsidiaries", "Authority", "Intellectual Property", "Participations", "Insurances", "Titles", "General", "No Waivers", "Enforcements", "Anti-Corruption Laws", "Consent To Jurisdiction", "Assignments", "Authorizations", "Sanctions", "Consents", "Fees", "Sales", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement and, to the extent referenced herein, the Merger Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereunder and thereunder and supersedes all prior arrangements or understandings, with respect thereto, written and oral.", "references": ["Vacations", "Successors", "Indemnifications", "Non-Disparagement", "Enforcements", "Sanctions", "Indemnity", "Definitions", "Agreements", "Remedies", "Publicity", "Authorizations", "Subsidiaries", "Terminations", "Tax Withholdings", "Disclosures", "Headings", "Payments", "No Conflicts", "Base Salary", "Fees", "Cooperation", "Modifications", "Submission To Jurisdiction", "No Waivers", "Expenses", "Insurances", "Duties", "Waivers", "Governing Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any notice required to be given hereunder shall be sufficient if in writing and sent by certified or registered United States mail, return receipt requested, first-class postage prepaid, in the case of Executive, to the last known address as shown on the Company\u2019s records, and in the case of the Company, to its principal office in the Commonwealth of Pennsylvania.", "references": ["Sanctions", "Positions", "Approvals", "Powers", "Litigations", "Forfeitures", "Miscellaneous", "Participations", "Erisa", "Authorizations", "Adjustments", "Tax Withholdings", "Defined Terms", "Benefits", "Death", "Releases", "Amendments", "Confidentiality", "Financial Statements", "No Conflicts", "Use Of Proceeds", "Transactions With Affiliates", "Taxes", "Consent To Jurisdiction", "Enforceability", "Interests", "Employment", "Solvency", "Waiver Of Jury Trials", "Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "In addition to the price for API(s), Buyer shall pay Noramco any and all governmental taxes, charges or duties of every kind (excluding any tax based upon Noramco\u2019s net income) that Noramco may be required to collect or pay upon sale, transfer or shipment of API(s) under this Agreement.", "references": ["Subsidiaries", "Enforceability", "Withholdings", "Indemnifications", "Fees", "Arbitration", "Books", "Interpretations", "Authorizations", "Authority", "Headings", "Approvals", "Compliance With Laws", "Cooperation", "Disclosures", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Sanctions", "Jurisdictions", "Consents", "Interests", "Effectiveness", "Miscellaneous", "Existence", "Capitalization", "Waivers", "Terminations", "No Conflicts", "Non-Disparagement", "Severability", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a)\u00a0default by such Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b)\u00a0default by such Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c)\u00a0the making of a payment of Eurodollar Loans (including pursuant to Sections 2.24 or 10.1(c)) on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i)\u00a0the amount of interest that would have accrued on the amount so prepaid or returned, or not so borrowed, converted or continued, for the period from the date of such prepayment or return or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii)\u00a0the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Company by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.", "references": ["Specific Performance", "Survival", "Positions", "No Waivers", "Venues", "Waivers", "Expenses", "Base Salary", "No Conflicts", "Waiver Of Jury Trials", "Representations", "Entire Agreements", "Interests", "Solvency", "Successors", "Cooperation", "Financial Statements", "Tax Withholdings", "Defined Terms", "General", "Headings", "Non-Disparagement", "Erisa", "Titles", "Adjustments", "Confidentiality", "Integration", "Interpretations", "Authorizations", "Jurisdictions", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Each party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party\u2019s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.", "references": ["Survival", "Change In Control", "Death", "Venues", "Anti-Corruption Laws", "Taxes", "Powers", "Applicable Laws", "Modifications", "Base Salary", "Amendments", "Indemnifications", "Severability", "Enforcements", "Financial Statements", "Terminations", "No Conflicts", "No Defaults", "Benefits", "Subsidiaries", "Headings", "Releases", "Indemnity", "Notices", "Entire Agreements", "Assignments", "Existence", "Representations", "Litigations", "Erisa", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "If a court or agency determines that any provision of this Agreement is invalid or unenforceable, the remaining provisions of this Agreement continue to be in effect.", "references": ["Records", "Terms", "Fees", "Venues", "Base Salary", "Assigns", "Qualifications", "No Defaults", "Powers", "Indemnifications", "Disability", "Cooperation", "Sanctions", "Titles", "Intellectual Property", "Binding Effects", "Existence", "Participations", "Integration", "Adjustments", "No Waivers", "Assignments", "Closings", "Insurances", "Successors", "Defined Terms", "Authorizations", "Indemnity", "Amendments", "Erisa", "Severability"], "gold": ["Severability"]}
+{"input": "Capitalized terms used herein shall have the meaning ascribed to them in the Safe-T, unless otherwise indicated in this Agreement.", "references": ["Counterparts", "Construction", "No Waivers", "Publicity", "Modifications", "Further Assurances", "Solvency", "Powers", "No Defaults", "Terms", "Releases", "Authority", "Subsidiaries", "Expenses", "Jurisdictions", "Notices", "Governing Laws", "Survival", "Interests", "Authorizations", "Binding Effects", "Assignments", "Transactions With Affiliates", "Non-Disparagement", "Headings", "Interpretations", "Amendments", "Duties", "Books", "Withholdings", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "From and after the Effective Date, the Company shall employ Executive and Executive shall serve in the position of President, Production Solutions of the Company and Parent or in such other position or positions as the Board or the Company may designate from time to time, which may include providing services to other members of the Company Group, as the Board or the Company may reasonably assign from time to time.", "references": ["No Defaults", "Waiver Of Jury Trials", "Erisa", "Duties", "Solvency", "Modifications", "Participations", "Waivers", "Notices", "Anti-Corruption Laws", "Enforceability", "Headings", "Approvals", "Base Salary", "Sanctions", "Use Of Proceeds", "Existence", "Further Assurances", "Adjustments", "Titles", "Successors", "Confidentiality", "Terms", "Defined Terms", "Terminations", "Tax Withholdings", "Financial Statements", "Non-Disparagement", "Withholdings", "Indemnity", "Positions"], "gold": ["Positions"]}
+{"input": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY\u00a0ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY\u00a0HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A)\u00a0NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,\u00a0IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (B)\u00a0SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (C)\u00a0SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (D)\u00a0SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION\u00a010.9 .", "references": ["Fees", "Employment", "Use Of Proceeds", "Benefits", "Existence", "Disclosures", "Forfeitures", "Anti-Corruption Laws", "Sales", "Authorizations", "Successors", "Compliance With Laws", "Death", "Expenses", "Integration", "Confidentiality", "Warranties", "Titles", "Interests", "Binding Effects", "Notices", "Vesting", "Transactions With Affiliates", "Defined Terms", "Indemnifications", "Non-Disparagement", "Insurances", "No Defaults", "Records", "Jurisdictions", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "All headings contained in this Agreement are for reference only and will not limit, modify or affect the meaning or interpretation of this Agreement in any manner. Each Section and exhibit attached to this Agreement will be a part hereof, and all references to this Agreement will be deemed to include any such Sections and exhibits.", "references": ["Assigns", "Adjustments", "Closings", "Waivers", "Subsidiaries", "Miscellaneous", "Specific Performance", "Disability", "Terms", "Sanctions", "Existence", "Costs", "Modifications", "Remedies", "Confidentiality", "Qualifications", "Base Salary", "Litigations", "Intellectual Property", "Indemnifications", "Terminations", "Entire Agreements", "Powers", "Expenses", "Notices", "Representations", "Counterparts", "Forfeitures", "Use Of Proceeds", "Waiver Of Jury Trials", "Headings"], "gold": ["Headings"]}
+{"input": "The Borrower has filed all tax returns that it is required to file and has paid all Taxes shown on said returns as well as all Taxes shown on all assessments received by it except to the extent that (a) such Taxes are the subject of a bona fide dispute concerning the Borrower\u2019s liability to pay same or concerning the amount thereof, (b) such Taxes are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (c) the Borrower has established appropriate reserves. The Borrower is not subject to any tax Liens, nor has it received any notice of deficiency or other official notice to pay any Taxes.", "references": ["Costs", "Tax Withholdings", "Sales", "General", "Definitions", "Terms", "Closings", "Authorizations", "Approvals", "Financial Statements", "Change In Control", "Effectiveness", "Waiver Of Jury Trials", "Interpretations", "Transactions With Affiliates", "Authority", "Solvency", "Positions", "Defined Terms", "Severability", "Assigns", "Vesting", "Publicity", "Sanctions", "Subsidiaries", "Withholdings", "Interests", "Miscellaneous", "Books", "Liens", "Taxes"], "gold": ["Taxes"]}
+{"input": "If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.", "references": ["Subsidiaries", "Organizations", "Disability", "Indemnity", "Enforceability", "Construction", "Payments", "Publicity", "Interpretations", "No Defaults", "Anti-Corruption Laws", "Sanctions", "Sales", "Taxes", "Further Assurances", "Miscellaneous", "Participations", "Forfeitures", "Books", "Representations", "Amendments", "Intellectual Property", "No Waivers", "Titles", "Compliance With Laws", "Governing Laws", "Interests", "Insurances", "Transactions With Affiliates", "Powers", "Severability"], "gold": ["Severability"]}
+{"input": "To Seller\u2019s knowledge, Seller has provided (or upon the execution hereof will provide) Buyer with, or has made available to Buyer, true, correct and complete copies of the items scheduled in Schedule 6(a)(3) attached hereto (all of the foregoing collectively the \u201c Property Information \u201d ). The Property Information consists of all documents relating to the Property in Seller\u2019s possession or control.", "references": ["Qualifications", "Tax Withholdings", "Liens", "Costs", "Subsidiaries", "Survival", "Approvals", "No Conflicts", "Definitions", "Indemnity", "Disability", "Integration", "Publicity", "Assigns", "No Defaults", "Enforcements", "Cooperation", "Waivers", "Interests", "Organizations", "Books", "Anti-Corruption Laws", "Change In Control", "Counterparts", "Terminations", "Terms", "Authority", "Positions", "Further Assurances", "Representations", "Records"], "gold": ["Records"]}
+{"input": "A determination that any provision of this Agreement or any other Loan Document is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Agreement to any Person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other Persons or circumstances. The parties shall endeavor in good faith negotiations to replace the unenforceable or invalid provisions with valid provisions the economic effect of which comes as close as possible to that of the unenforceable or invalid provisions. The unenforceability or invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 9.2.4 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.", "references": ["Solvency", "Survival", "Enforceability", "Sanctions", "Agreements", "Applicable Laws", "Employment", "Participations", "Approvals", "General", "Counterparts", "Cooperation", "Submission To Jurisdiction", "Consent To Jurisdiction", "Defined Terms", "Modifications", "Qualifications", "Litigations", "Integration", "Disclosures", "Existence", "Consents", "Capitalization", "Indemnifications", "Closings", "Use Of Proceeds", "Transactions With Affiliates", "Forfeitures", "Binding Effects", "Warranties", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive\u2019s heirs, beneficiaries and/or legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors, purchasers and assigns.", "references": ["Brokers", "Applicable Laws", "Terminations", "Authority", "Records", "Titles", "Benefits", "Non-Disparagement", "Modifications", "Releases", "Closings", "Expenses", "Construction", "Disability", "Indemnifications", "Employment", "Jurisdictions", "Erisa", "Survival", "Confidentiality", "Adjustments", "Headings", "Entire Agreements", "Cooperation", "Insurances", "No Waivers", "Effectiveness", "Anti-Corruption Laws", "Subsidiaries", "Submission To Jurisdiction", "Successors"], "gold": ["Successors"]}
+{"input": "Enter into any transaction with its Affiliates except (i) with respect to Assets which are not Unencumbered Assets, transactions occurring in the ordinary course of the business of owning and operating hotels, the Lender Parties agree that operating leases, loans, and guaranties of indebtedness are all in the ordinary course of business and (ii) with respect to Unencumbered Assets, subject to the consent of the Administrative Agent, not to be unreasonably withheld, transactions occurring in the ordinary course of the business of owning and operating hotels, and in each case in accordance with Section 5.01(i).", "references": ["Binding Effects", "No Waivers", "Defined Terms", "Construction", "Liens", "Jurisdictions", "Titles", "Remedies", "No Defaults", "Further Assurances", "Insurances", "Survival", "Consent To Jurisdiction", "No Conflicts", "Waiver Of Jury Trials", "Specific Performance", "Death", "Vacations", "Modifications", "Representations", "Participations", "Successors", "Use Of Proceeds", "Assigns", "Erisa", "Definitions", "Applicable Laws", "Cooperation", "Enforcements", "Capitalization", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement (including the schedules hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement among the parties and supersedes the Commitment Letter and all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and transactions contemplated hereby.", "references": ["Costs", "Further Assurances", "Arbitration", "Effectiveness", "Publicity", "Death", "Closings", "Jurisdictions", "Enforcements", "Titles", "Defined Terms", "Qualifications", "Agreements", "Employment", "Representations", "Subsidiaries", "Financial Statements", "Brokers", "Sales", "Disclosures", "Specific Performance", "Forfeitures", "Effective Dates", "Intellectual Property", "Books", "Terms", "Records", "No Defaults", "Terminations", "Consents", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "During the Employment Period, excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote his full working time, energy and attention, and his best efforts, abilities, experience and talent, to the performance of his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Company.", "references": ["Enforceability", "Indemnity", "Forfeitures", "Governing Laws", "Amendments", "Tax Withholdings", "Assigns", "Titles", "Transactions With Affiliates", "Erisa", "Capitalization", "Successors", "Enforcements", "Modifications", "Litigations", "Arbitration", "Terms", "Consent To Jurisdiction", "Fees", "No Defaults", "Death", "Disclosures", "Confidentiality", "Releases", "Jurisdictions", "Terminations", "Effectiveness", "Interests", "Change In Control", "Remedies", "Duties"], "gold": ["Duties"]}
+{"input": "In the event of a breach by any of the Loan Parties in the performance of any of the terms of this Agreement, the Administrative Agent, on behalf of the Lenders, may demand specific performance of this Agreement and seek injunctive relief and may exercise any other remedy available at law or in equity, it being recognized that the remedies of the Administrative Agent on behalf of the Lenders at law may not fully compensate the Administrative Agent on behalf of the Lenders for the damages they may suffer in the event of a breach hereof.", "references": ["Miscellaneous", "Records", "Specific Performance", "Capitalization", "Adjustments", "Defined Terms", "Cooperation", "Survival", "Solvency", "Costs", "Entire Agreements", "Further Assurances", "Existence", "Modifications", "Withholdings", "Successors", "Authority", "Insurances", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Vesting", "Positions", "Financial Statements", "Vacations", "Brokers", "Closings", "Applicable Laws", "Death", "Books", "Indemnifications", "Remedies"], "gold": ["Remedies"]}
+{"input": "The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit or interpret the scope of this Agreement or of any particular section.", "references": ["Tax Withholdings", "Positions", "Forfeitures", "Interests", "Non-Disparagement", "Existence", "Governing Laws", "Change In Control", "Disclosures", "Use Of Proceeds", "Fees", "Payments", "Notices", "Enforceability", "Indemnity", "Compliance With Laws", "Defined Terms", "Publicity", "Confidentiality", "Powers", "Integration", "Waiver Of Jury Trials", "Jurisdictions", "Cooperation", "Taxes", "Solvency", "Authority", "Subsidiaries", "Counterparts", "Applicable Laws", "Headings"], "gold": ["Headings"]}
+{"input": "In the event the Participant\u2019s active service-providing relationship with the Company terminates for any reason (other than death, Early Retirement or Normal Retirement) whether or not in breach of applicable labor laws, all RSUs that are unvested as of termination shall automatically terminate as of the date of termination and Participant\u2019s right to receive further RSUs under the Plan shall also terminate as of the date of termination The Committee shall have discretion to determine whether the Participant has ceased actively providing services to the Company, and the effective date on which such active service-providing relationship terminated. The Participant\u2019s active service-providing relationship will not be extended by any notice period mandated under applicable law ( e.g. a period of \u201cgarden leave\u201d, paid administrative leave or similar period pursuant to applicable law). Unless the Committee provides otherwise, termination will include instances in which Participant is terminated and immediately rehired as an independent contractor.", "references": ["Disability", "Assigns", "Existence", "Remedies", "Enforcements", "Authorizations", "Anti-Corruption Laws", "Releases", "No Conflicts", "Interpretations", "Consents", "Litigations", "Governing Laws", "Headings", "No Waivers", "Vacations", "Fees", "Effectiveness", "Notices", "Authority", "Waiver Of Jury Trials", "Solvency", "Miscellaneous", "Jurisdictions", "Intellectual Property", "Taxes", "Expenses", "Submission To Jurisdiction", "Warranties", "Cooperation", "General"], "gold": ["General"]}
+{"input": "To the extent that any court action is permitted consistent with or to enforce Section 9 of this Agreement, the parties hereby consent to the jurisdiction of the Superior Court of the State of California and the United States District Court for the Northern District of California.\u00a0 Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c)\u00a0waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.", "references": ["Effective Dates", "Enforceability", "Consents", "Representations", "Indemnity", "Enforcements", "No Waivers", "Brokers", "Binding Effects", "No Conflicts", "Participations", "Fees", "Successors", "Capitalization", "Applicable Laws", "Tax Withholdings", "Liens", "Confidentiality", "Waivers", "Withholdings", "Disclosures", "Survival", "Closings", "Organizations", "Change In Control", "Disability", "Assigns", "Definitions", "Integration", "Solvency", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Note Party signatory hereto, Agent and each Noteholder, shall become effective on the Closing Date and shall continue in full force and effect until the Maturity Date unless sooner terminated as herein provided.\u00a0 Issuers may terminate this Agreement at any time upon five (5)\u00a0days\u2019 prior written notice upon payment in full of the Obligations (other than contingent indemnity claims not yet asserted or threatened) and termination of the Commitments.\u00a0 Each notice delivered by the Issuers under this Section\u00a013.1 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Issuers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied.", "references": ["Counterparts", "Sanctions", "Arbitration", "Non-Disparagement", "Specific Performance", "Duties", "No Conflicts", "Organizations", "Approvals", "Amendments", "Disclosures", "Qualifications", "Consent To Jurisdiction", "No Defaults", "Solvency", "Venues", "Positions", "Fees", "Indemnifications", "Existence", "Further Assurances", "Miscellaneous", "Remedies", "Brokers", "Effectiveness", "Erisa", "Waivers", "Headings", "Subsidiaries", "Submission To Jurisdiction", "Terms"], "gold": ["Terms"]}
+{"input": "Payment in respect of Other Stock-Based Awards may be made by the Company in cash or shares of Stock as provided in the applicable Award Agreement or Award Program or, in the absence of such provision, as the Committee may determine.", "references": ["Terminations", "Insurances", "Authorizations", "Subsidiaries", "Warranties", "Use Of Proceeds", "Survival", "Existence", "Assignments", "Brokers", "Publicity", "No Waivers", "Organizations", "Compliance With Laws", "Arbitration", "Approvals", "Duties", "Erisa", "Withholdings", "Records", "Adjustments", "Waiver Of Jury Trials", "Participations", "Taxes", "Consent To Jurisdiction", "Vesting", "Forfeitures", "Agreements", "Consents", "Benefits", "Payments"], "gold": ["Payments"]}
+{"input": "In this Assignment, Section headings are inserted for convenience of reference only and shall be ignored in the interpretation hereof.", "references": ["Tax Withholdings", "Powers", "Sales", "Confidentiality", "Authorizations", "Interests", "Publicity", "Brokers", "Warranties", "Vacations", "Consents", "Further Assurances", "Applicable Laws", "Financial Statements", "Liens", "Definitions", "Disability", "Solvency", "Representations", "Interpretations", "Employment", "Indemnifications", "Disclosures", "Assignments", "Non-Disparagement", "Base Salary", "Duties", "General", "Death", "Construction", "Headings"], "gold": ["Headings"]}
+{"input": "Except as expressly amended herein; the Agreement shall continue in full force and effect, in accordance with its terms, without any waiver, amendment or other modification of any provision thereof. In the event of a conflict between any term or condition of the Agreement and this First Amendment, this First Amendment shall govern.", "references": ["Compliance With Laws", "Effectiveness", "Organizations", "Waivers", "Jurisdictions", "Submission To Jurisdiction", "Definitions", "Publicity", "Binding Effects", "Counterparts", "Indemnifications", "Enforceability", "Records", "Insurances", "Withholdings", "Existence", "Titles", "Remedies", "Brokers", "Warranties", "Capitalization", "Taxes", "Applicable Laws", "Further Assurances", "Modifications", "Vacations", "Benefits", "Terminations", "Sanctions", "Qualifications", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Any amount payable by a party hereto (the \u201c Paying Party \u201d) hereunder (including payments made under Section 5 ) will be paid to the other party within 10 business days following receipt by the Paying Party of an invoice for such amount, detailing the calculation of such amount. AHL shall have the option, at its sole discretion, to cause to be paid by AUSA on behalf of AHL any payments or reimbursements due by AHL hereunder.", "references": ["Vesting", "Agreements", "Defined Terms", "Notices", "Erisa", "Costs", "No Waivers", "Survival", "Benefits", "Publicity", "Vacations", "Construction", "Interests", "Consents", "Indemnifications", "Withholdings", "Titles", "Use Of Proceeds", "Further Assurances", "Consent To Jurisdiction", "Terms", "Capitalization", "General", "Duties", "Integration", "Assigns", "Miscellaneous", "Compliance With Laws", "Qualifications", "Indemnity", "Payments"], "gold": ["Payments"]}
+{"input": "The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York federal court sitting in the Borough of Manhattan of The City of New York or, if such federal court does not have jurisdiction over such action or proceeding, any state court sitting in the Borough of Manhattan of The City of New York, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.", "references": ["Sales", "Intellectual Property", "Capitalization", "Authority", "Interests", "Terminations", "Authorizations", "Books", "Organizations", "Positions", "Non-Disparagement", "Sanctions", "Erisa", "Use Of Proceeds", "Interpretations", "Arbitration", "Taxes", "Tax Withholdings", "Participations", "Cooperation", "Defined Terms", "Vacations", "Closings", "Solvency", "Disclosures", "Remedies", "Fees", "Amendments", "General", "Indemnity", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "If any contest or dispute shall arise under this Plan involving termination of a Participant\u2019s employment with the Corporation or involving the failure or refusal of the Corporation to perform fully in accordance with the terms hereof, each party shall be responsible for its own legal fees and related expenses, if any, incurred in connection with such contest or dispute; provided , however , that, with respect to any contest or dispute arising after a Change in Control, in the event the Participant substantially prevails with respect to such contest or dispute, the Corporation shall reimburse the Participant on a current basis for all reasonable legal fees and related expenses incurred by the Participant in connection with such contest or dispute, which reimbursement shall be made within thirty (30)\u00a0days after the date the Corporation receives the Participant\u2019s statement for such fees and expenses.", "references": ["Financial Statements", "Waiver Of Jury Trials", "Venues", "Existence", "Powers", "Erisa", "Organizations", "Vacations", "Miscellaneous", "Successors", "Construction", "Forfeitures", "Adjustments", "General", "Modifications", "Publicity", "Authorizations", "Assignments", "Jurisdictions", "Tax Withholdings", "Indemnifications", "Insurances", "Effective Dates", "Survival", "Indemnity", "Enforcements", "Disability", "Qualifications", "Anti-Corruption Laws", "No Waivers", "Expenses"], "gold": ["Expenses"]}
+{"input": "The specific terms defined in this Article include the plural as well as the singular. The words \u201cherein,\u201d \u201chereof\u201d and \u201chereunder\u201d and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Sale and Servicing Agreement dated as of April\u00a011, 2018, by and among AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc., in its individual capacity and as Servicer, AmeriCredit Automobile Receivables Trust 2018-1, as Issuer, and The Bank of New York Mellon, as Trust Collateral Agent.", "references": ["Submission To Jurisdiction", "Adjustments", "Financial Statements", "Vacations", "Terminations", "Death", "Effective Dates", "Entire Agreements", "Employment", "Miscellaneous", "Effectiveness", "Transactions With Affiliates", "Approvals", "Sales", "Further Assurances", "Forfeitures", "Non-Disparagement", "Assigns", "Organizations", "Use Of Proceeds", "Participations", "Cooperation", "Powers", "Payments", "Integration", "Expenses", "Records", "Withholdings", "Notices", "Taxes", "General"], "gold": ["General"]}
+{"input": "The Owner and the Seller shall maintain in confidence and shall not, without the prior written consent of the Buyer, use, disclose or give to others any proprietary fact or information regarding the business of the Buyer (including the Business), which is not generally available to the public (including but not limited to information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, vendor lists, inventions or any other technical, trade or business secret or confidential or proprietary information of the Buyer or of any third party provided to the Owner in the course of the Owner's relationship with the Buyer or its predecessors).\u00a0 Seller and the Owner shall not disclose any of the business terms of this transaction without the written consent of the Buyer, except, on a need to know basis, to their respective professional advisors and except insofar as such disclosure may be required by applicable Law. The non-disclosure restrictions in this Section 9.5 shall stay in effect until the later of (a) such time as the confidential and proprietary information has properly become known to the general public through no wrong-doing or breach by the Seller, or (b) five (5) years from the Closing Date.\u00a0 Notwithstanding, all information constituting a trade secret shall be held in secret for as long as such time is reasonably necessary to protect the Buyer's legitimate business interests.", "references": ["Organizations", "Anti-Corruption Laws", "Cooperation", "Enforceability", "Change In Control", "Definitions", "Erisa", "Solvency", "Positions", "Entire Agreements", "Applicable Laws", "Waivers", "Approvals", "Arbitration", "Costs", "Headings", "Payments", "Authorizations", "Capitalization", "Terms", "Waiver Of Jury Trials", "Binding Effects", "Publicity", "Authority", "Transactions With Affiliates", "Venues", "Survival", "Consent To Jurisdiction", "Non-Disparagement", "Benefits", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and to the extent expressly provided herein, to their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.", "references": ["Indemnity", "Death", "Change In Control", "Adjustments", "Taxes", "Specific Performance", "Powers", "Governing Laws", "Benefits", "Headings", "Financial Statements", "Submission To Jurisdiction", "Compliance With Laws", "Consents", "Existence", "Integration", "Effectiveness", "Terms", "Indemnifications", "Sanctions", "Successors", "Cooperation", "Survival", "Vacations", "Litigations", "Representations", "Assignments", "Modifications", "Expenses", "General", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.", "references": ["Consents", "Participations", "No Conflicts", "Qualifications", "Closings", "Warranties", "Litigations", "Base Salary", "Jurisdictions", "Liens", "Expenses", "Records", "Solvency", "Sanctions", "Effectiveness", "Consent To Jurisdiction", "Use Of Proceeds", "Approvals", "Terms", "Arbitration", "Interpretations", "Capitalization", "Cooperation", "Financial Statements", "No Waivers", "Adjustments", "Survival", "Erisa", "Compliance With Laws", "Waiver Of Jury Trials", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement cancels and supersedes any and all prior agreements and understandings (whether written or oral) between the parties hereto with respect to the employment of Executive by the Company, any parent or predecessor company, and the Company\u2019s subsidiaries during the Term, including the Prior Employment Agreements, but excluding (1)\u00a0existing written contracts relating to compensation under equity compensation and employee benefit plans of the Company and its subsidiaries (including Executive\u2019s outstanding Restricted Stock Unit Award, dated March\u00a030, 2012, which shall continue to have its accelerated vesting provisions be governed by the prior termination of employment provisions of the Prior Employment Agreements), (2) the Non-Competition, Non-Solicitation and Non-Disclosure Agreement and (3)\u00a0the Indemnification Agreement. This Agreement constitutes the entire agreement among the parties with respect to the matters herein provided, and no modification or waiver of any provision hereof shall be effective unless in writing and signed by the parties hereto. Executive shall not be entitled to any payment or benefit under this Agreement which duplicates a payment or benefit received or receivable by Executive under such prior agreements and understandings or under any benefit or compensation plan of the Company. In the event of any inconsistency or conflict between the terms of this Agreement and the terms of any other compensation plans and agreements approved by the Company after the date of this Agreement, including plans or agreements providing for incentive compensation, equity compensation or employee benefits, the terms that are most favorable to Executive shall control.", "references": ["Indemnity", "Assigns", "Books", "Sanctions", "Non-Disparagement", "Sales", "Consents", "Applicable Laws", "Confidentiality", "Positions", "Remedies", "Waiver Of Jury Trials", "Financial Statements", "Adjustments", "Change In Control", "Disclosures", "Miscellaneous", "Warranties", "Defined Terms", "Survival", "Venues", "Specific Performance", "Tax Withholdings", "Jurisdictions", "Transactions With Affiliates", "Definitions", "Powers", "Anti-Corruption Laws", "Terminations", "Records", "Integration"], "gold": ["Integration"]}
+{"input": "Each Credit Party is duly and validly organized and existing and in good standing under the laws of its jurisdiction of incorporation or formation. Each Credit Party is authorized to do business and is in good standing in all jurisdictions in which such qualifications or authorizations are necessary except where the failure to be so qualified or authorized could not reasonably be expected to result in a Material Adverse Change. As of the Effective Date, each Credit Party\u2019s type of organization and jurisdiction of incorporation or formation are set forth on Schedule 4.1.", "references": ["Tax Withholdings", "Vesting", "Benefits", "Defined Terms", "Indemnity", "Arbitration", "Counterparts", "Employment", "Closings", "Sales", "Change In Control", "Brokers", "Submission To Jurisdiction", "Adjustments", "Warranties", "Waiver Of Jury Trials", "Solvency", "Compliance With Laws", "General", "No Conflicts", "Effectiveness", "Expenses", "Jurisdictions", "Venues", "Titles", "Powers", "Confidentiality", "Approvals", "Indemnifications", "Death", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement, the Confidentiality Agreement, the Related Agreements and the documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including all exhibits and schedules hereto and thereto, constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior agreements, term sheets, letters of interest, correspondence (including e-mail) and undertakings, both written and oral, between Company or Seller, on the one hand, and Buyer, on the other hand, with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, which will continue in full force and effect, and will survive any termination of this Agreement, in accordance with its terms.", "references": ["Further Assurances", "Construction", "Interpretations", "Counterparts", "No Conflicts", "Miscellaneous", "Sales", "Definitions", "Publicity", "Duties", "Brokers", "Compliance With Laws", "Litigations", "Subsidiaries", "Terms", "Consents", "Transactions With Affiliates", "Indemnifications", "Waivers", "Anti-Corruption Laws", "No Waivers", "Taxes", "Effective Dates", "Submission To Jurisdiction", "Closings", "Specific Performance", "Fees", "Powers", "Arbitration", "Benefits", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All costs and expenses incurred in performing and complying with Borrower\u2019s covenants set forth in the Loan Documents will be borne solely by Borrower. \u00a0Borrower shall promptly, upon written demand: (a) pay all reasonable legal fees incurred by Lender in connection with the preparation, negotiation, execution and administration of this Agreement and any and all other Loan Documents contemplated hereby (including any amendments hereto or thereto or consents, releases or waivers hereunder or thereunder); (b) pay all reasonable, out-of-pocket expenses of Lender in connection with the disbursement of the Loan and administration of this Agreement and the other Loan Documents; (c) reimburse Lender, promptly upon written demand, for all amounts reasonably expended, advanced or incurred by Lender to satisfy or enforce any obligation of Borrower under this Agreement or any other Loan Documents that arise in connection with a breach or Default by Borrower, which amounts will include all court costs, reasonable attorneys\u2019 fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and accountants and investigation expenses reasonably incurred by Lender in connection with any such matter; and (d) pay any and all other reasonable costs and expenses required to satisfy any provision of this Agreement, including, without limitation, documentary taxes and recording, brokerage, escrow, closing costs, fees of attorneys, surveyors, appraisers, accountants and inspectors, and title insurance premiums.", "references": ["Entire Agreements", "Definitions", "Jurisdictions", "Consent To Jurisdiction", "Authorizations", "Binding Effects", "Disclosures", "Terms", "Sales", "Consents", "Remedies", "Organizations", "Venues", "Enforcements", "Capitalization", "Base Salary", "Closings", "Duties", "Waivers", "Terminations", "Records", "Arbitration", "Powers", "Counterparts", "Erisa", "Governing Laws", "Qualifications", "No Defaults", "Benefits", "Disability", "Expenses"], "gold": ["Expenses"]}
+{"input": "Subject to Section\u00a020 , any dispute or other controversy other than as provided in Section 7(e) (hereafter a \u201c Dispute \u201d) arising under or in connection with the Agreement, whether in contract, in tort, statutory or otherwise, shall be finally and solely resolved by binding arbitration in Harris County, Texas, administered by the American Arbitration Association (the \u201c AAA \u201d) in accordance with the Employent Dispute Resolution Rules of the AAA, this Section\u00a028 and, to the maximum extent applicable, the Federal Arbitration Act. Such arbitration shall be conducted by a single arbitrator (the \u201c Arbitrator \u201d). If the parties cannot agree on the choice of an Arbitrator within 30 days after the Dispute has been filed with the AAA, then the Arbitrator shall be selected pursuant to the Employment Dispute Resolution Rules of the AAA. The Arbitrator may proceed to an award notwithstanding the failure of any party to participate in such proceedings. The prevailing party in the arbitration proceeding may be entitled to an award of reasonable attorneys\u2019 fees incurred in connection with the arbitration in such amount, if any, as determined by the Arbitrator in her discretion. The costs of the arbitration shall be borne equally by the parties unless otherwise determined by the Arbitrator in her discretion.", "references": ["Vacations", "Survival", "Terms", "Indemnity", "Records", "Anti-Corruption Laws", "Forfeitures", "Erisa", "Miscellaneous", "No Waivers", "No Defaults", "Transactions With Affiliates", "Waivers", "Integration", "Waiver Of Jury Trials", "Benefits", "Duties", "Sales", "Representations", "Financial Statements", "Submission To Jurisdiction", "Organizations", "Insurances", "Consent To Jurisdiction", "Authority", "Successors", "Construction", "Further Assurances", "Use Of Proceeds", "Effectiveness", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that, to the knowledge of the Company, neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that it believes constitutes or might constitute material, nonpublic information. The Company understands and confirms that each of the Buyers will rely on the foregoing representation in effecting the contemplated transaction in securities of the Company under this Agreement.", "references": ["Records", "Approvals", "Benefits", "Capitalization", "Consents", "Expenses", "Powers", "Specific Performance", "Representations", "Fees", "Indemnifications", "Tax Withholdings", "Taxes", "Terminations", "No Defaults", "Effective Dates", "Titles", "Publicity", "Assigns", "Vacations", "Non-Disparagement", "Financial Statements", "Qualifications", "Counterparts", "Authority", "Successors", "Amendments", "Terms", "Books", "Effectiveness", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Each of the Borrower and the Restricted Subsidiaries owns, licenses, possesses or otherwise has the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know\u2011how database rights, design rights and other intellectual property rights (collectively, \u201c IP Rights \u201d) that are reasonably necessary for the operation of its businesses as currently conducted, except to the extent the failure to own, license, possess or otherwise have the right to use such IP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the Borrower and the Restricted Subsidiaries\u2019 present business operations do not infringe upon any IP Rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding IP Rights is pending or, to the knowledge of the Borrower, threatened, against any Loan Party or any of the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "references": ["Consents", "Consent To Jurisdiction", "Titles", "Effectiveness", "Fees", "Positions", "Death", "Transactions With Affiliates", "Arbitration", "Books", "Costs", "Litigations", "Venues", "Survival", "Records", "Indemnity", "Powers", "No Conflicts", "Compliance With Laws", "Binding Effects", "Anti-Corruption Laws", "No Waivers", "Taxes", "Warranties", "No Defaults", "Waiver Of Jury Trials", "Brokers", "Payments", "Defined Terms", "Participations", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The Company and the Participant, by his or her execution hereof, (a)\u00a0hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts in the State of Delaware for the purposes of any claim or action arising out of or based upon this Award Agreement or relating to the subject matter hereof, (b)\u00a0hereby waive, to the extent not prohibited by applicable law, and agree not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that it, he or she is not subject personally to the jurisdiction of the above-named courts, that its, his or her property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named court is improper or that this Award Agreement or the subject matter hereof may not be enforced in or by such court and (c)\u00a0hereby agree not to commence any claim or action arising out of or based upon this Award Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise; provided , however , that the Company and the Participant may seek to enforce a judgment issued by the above-named courts in any proper jurisdiction. The Company and the Participant hereby consent to service of process in any such proceeding, and agree that service of process by registered or certified mail, return receipt requested, at its, his or her address specified pursuant to Section \u00a016 is reasonably calculated to give actual notice.", "references": ["Disclosures", "Notices", "Indemnifications", "Publicity", "General", "Entire Agreements", "Integration", "Venues", "Benefits", "Successors", "Cooperation", "Further Assurances", "Positions", "Terminations", "Adjustments", "Agreements", "Subsidiaries", "Assigns", "Jurisdictions", "Construction", "Sales", "Approvals", "Interpretations", "Employment", "Duties", "Waiver Of Jury Trials", "Remedies", "Headings", "No Waivers", "Qualifications", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.", "references": ["Releases", "Fees", "Terms", "Representations", "Authority", "Assigns", "Base Salary", "Miscellaneous", "Entire Agreements", "Amendments", "Change In Control", "Qualifications", "Applicable Laws", "Integration", "Forfeitures", "Vesting", "Intellectual Property", "General", "Payments", "Duties", "Binding Effects", "Indemnity", "No Defaults", "Transactions With Affiliates", "Interpretations", "Benefits", "Jurisdictions", "Effective Dates", "Defined Terms", "Existence", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement may be terminated by the Purchaser by written notice to the Company if the Closing has not been consummated on or before November 21, 2018.", "references": ["Non-Disparagement", "Confidentiality", "Sales", "Interests", "Vacations", "Subsidiaries", "Duties", "Entire Agreements", "Approvals", "Binding Effects", "Base Salary", "Benefits", "Payments", "Counterparts", "Use Of Proceeds", "Capitalization", "Costs", "Miscellaneous", "Taxes", "Modifications", "Organizations", "Further Assurances", "Litigations", "Sanctions", "Intellectual Property", "No Conflicts", "Solvency", "Titles", "Governing Laws", "Agreements", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Employee shall be paid a base salary at the rate of Two Hundred Fifty thousand dollars ($250,000) per annum (the \u201c Base Salary \u201d). The Base Salary shall be payable in accordance with the Company\u2019s then current general salary payment policies.", "references": ["Consent To Jurisdiction", "Arbitration", "Remedies", "Subsidiaries", "Existence", "Governing Laws", "Use Of Proceeds", "Effective Dates", "Approvals", "Notices", "Death", "Fees", "Survival", "Powers", "Titles", "Defined Terms", "Brokers", "Books", "Transactions With Affiliates", "Erisa", "Tax Withholdings", "Modifications", "Solvency", "Compliance With Laws", "Taxes", "Expenses", "Warranties", "Releases", "Terminations", "Benefits", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA.", "references": ["Records", "Costs", "Books", "Organizations", "Submission To Jurisdiction", "Assignments", "No Defaults", "Agreements", "Modifications", "Positions", "Specific Performance", "Intellectual Property", "Jurisdictions", "Further Assurances", "Powers", "Arbitration", "Duties", "Closings", "General", "Terms", "Employment", "Death", "Non-Disparagement", "Sales", "Transactions With Affiliates", "Releases", "Remedies", "Taxes", "Notices", "Solvency", "Erisa"], "gold": ["Erisa"]}
+{"input": "All amounts due under this Section\u00a010.03 (other than amounts required to be paid on the Closing Date pursuant to Section 3.01(k) ) shall be payable not later than thirty (30) Business Days after written demand (including detailed invoices) therefor.", "references": ["Litigations", "Books", "Transactions With Affiliates", "Miscellaneous", "Construction", "Indemnifications", "Compliance With Laws", "Enforceability", "Headings", "Assigns", "Solvency", "Defined Terms", "Financial Statements", "Taxes", "Authorizations", "Jurisdictions", "Titles", "Powers", "Duties", "Employment", "Intellectual Property", "Cooperation", "Publicity", "Effectiveness", "Capitalization", "Submission To Jurisdiction", "Death", "Waiver Of Jury Trials", "General", "Benefits", "Payments"], "gold": ["Payments"]}
+{"input": "The closing of the transactions contemplated by this Agreement (the \" Closing \") shall take place simultaneously with the execution of this Agreement on the date of this Agreement (the \" Closing Date \") at the offices of Horwitz + Armstrong, PLC, 14 Orchard Suite 200, Lake Forest, CA 92630.", "references": ["Effective Dates", "Solvency", "Duties", "Venues", "Disability", "Counterparts", "Binding Effects", "Base Salary", "Vacations", "Sales", "Authority", "Miscellaneous", "Existence", "Construction", "Integration", "Participations", "Brokers", "Non-Disparagement", "Disclosures", "Vesting", "Modifications", "Enforceability", "Terms", "Terminations", "Releases", "Confidentiality", "Headings", "Applicable Laws", "Publicity", "Indemnity", "Closings"], "gold": ["Closings"]}
+{"input": "Sellers are the sole holders of the Seller Shares and, collectively, the sole shareholders of CCS. The Seller Shares have been validly issued and are fully vested, paid and nonassessable. None of the Sellers have assigned, mortgaged, hypothecated or pledged any interest in the Seller Shares to any third party. No third party has any ownership, claim, lien or economic interest in CCS either as a shareholder or otherwise. There are no warrants, rights, options, conversion privileges, stock purchase plans or other contractual obligations which obligate Sellers to offer, issue, purchase or redeem any equity or other interest of CCS or other ownership interest or debt or other securities convertible into or exchangeable for shares of CCS capital stock (now, in the future or upon the occurrence of any contingency) or which provides for any equity appreciation or similar right. There are no shareholder agreements in existence to which either the Sellers, CCS, or the Seller Shares are in any way bound, except a buy and sell agreement which Sellers and CCS hereby waive.", "references": ["Sales", "No Waivers", "Solvency", "Liens", "Anti-Corruption Laws", "Remedies", "Representations", "Miscellaneous", "Warranties", "Adjustments", "Terminations", "Intellectual Property", "No Defaults", "Jurisdictions", "Entire Agreements", "Insurances", "Specific Performance", "Use Of Proceeds", "Forfeitures", "Taxes", "Compliance With Laws", "No Conflicts", "Further Assurances", "Death", "Waivers", "Headings", "Interpretations", "Indemnifications", "Submission To Jurisdiction", "Agreements", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has been notified that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.", "references": ["Liens", "Entire Agreements", "Releases", "Notices", "No Conflicts", "Non-Disparagement", "Specific Performance", "Disability", "Tax Withholdings", "Erisa", "Agreements", "Use Of Proceeds", "Disclosures", "Publicity", "Representations", "Closings", "Successors", "Severability", "Counterparts", "Qualifications", "Further Assurances", "Interests", "Authorizations", "Modifications", "Cooperation", "Approvals", "Governing Laws", "Withholdings", "Expenses", "Assignments", "Insurances"], "gold": ["Insurances"]}
+{"input": "(a)\u00a0Any Lender may at any time assign to one or more Persons (any such Person, an \u201c Assignee \u201d) all or any portion of such Lender\u2019s Term Loans and Term Loan Commitments, with the prior written consent of Administrative Agent and Borrower (which consent of Borrower shall not be unreasonably withheld or delayed), provided, however, consent of Borrower shall not be required (x) for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or, or (y) during the existence of a Default or an Event of Default. Except as Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $100,000 or, if less, the remaining Term Loan Commitment and Term Loans held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit\u00a0C hereto (an \u201c Assignment Agreement \u201d) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 (which shall not be required in connection with any assignment of a portion of HCP-FVA\u2019s Term Loans in connection with the consummation of the Financing in accordance with Section 10.13 and Schedule 10.13 hereto). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections\u00a07.6 or 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections\u00a0(and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section\u00a015.6.1 shall be treated as the sale of a participation under Section\u00a015.6.2 . Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three Business Days after notice thereof.", "references": ["Confidentiality", "Duties", "Closings", "Further Assurances", "Representations", "Venues", "Indemnity", "Expenses", "Waivers", "Interests", "No Waivers", "Non-Disparagement", "Consent To Jurisdiction", "Cooperation", "Assigns", "Titles", "Integration", "Compliance With Laws", "Interpretations", "Organizations", "Terminations", "Capitalization", "Change In Control", "Anti-Corruption Laws", "Severability", "Notices", "Survival", "Modifications", "Transactions With Affiliates", "Fees", "Assignments"], "gold": ["Assignments"]}
+{"input": "For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, the following terms, when used in this Agreement and other documents delivered in connection herewith, have the meanings assigned to them in this Section\u00a01.1.", "references": ["Notices", "Waivers", "Tax Withholdings", "Base Salary", "Powers", "Taxes", "Solvency", "Intellectual Property", "Integration", "Miscellaneous", "Disclosures", "Use Of Proceeds", "General", "Fees", "Counterparts", "Headings", "Successors", "Duties", "Confidentiality", "Authorizations", "Submission To Jurisdiction", "Assigns", "Authority", "Assignments", "Capitalization", "Terms", "Liens", "Warranties", "Withholdings", "Compliance With Laws", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent) on or before the Closing Date.", "references": ["Erisa", "Anti-Corruption Laws", "Enforcements", "Tax Withholdings", "Vacations", "Books", "Modifications", "Submission To Jurisdiction", "General", "Indemnifications", "Insurances", "Change In Control", "Taxes", "Confidentiality", "Counterparts", "Effective Dates", "Interests", "Sales", "No Defaults", "Payments", "Definitions", "Consents", "Miscellaneous", "Integration", "Powers", "Successors", "Waivers", "Benefits", "Existence", "Governing Laws", "Fees"], "gold": ["Fees"]}
+{"input": "If any provision of this Agreement is held invalid, illegal, or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially enforceable provisions to the extent enforceable, shall be binding and remain in full force and effect.\u00a0 Further, each particular prohibition or restriction set forth in any Section\u00a0of this Agreement shall be deemed a severable unit, and if any court of competent jurisdiction determines that any portion of such prohibition or restriction is against the policy of the law in any respect, but such restraint, considered as a whole, is not so clearly unreasonable and overreaching in its terms as to be unconscionable, the court shall enforce so much of such restraint as is determined to be reasonably necessary to protect the legitimate interests of Company.\u00a0 Employee and Company expressly agree that, should any court of competent jurisdiction find or determine that any of the covenants contained herein are overly-broad or otherwise unenforceable, the court may \u201cblue-pencil,\u201d modify, and/or reform any such covenant (in whole or in part) so as to cure the over-breadth or to otherwise render the covenant enforceable.", "references": ["Amendments", "Non-Disparagement", "Notices", "Enforcements", "No Defaults", "Jurisdictions", "Duties", "Consents", "Anti-Corruption Laws", "Brokers", "Books", "Adjustments", "Vacations", "Sales", "Closings", "Fees", "Withholdings", "Successors", "Authority", "Transactions With Affiliates", "Releases", "Expenses", "Indemnifications", "Tax Withholdings", "Assigns", "Insurances", "Miscellaneous", "Defined Terms", "Construction", "Assignments", "Severability"], "gold": ["Severability"]}
+{"input": "This Lease may be executed in one or more counterparts, each of which shall be deemed an original. The parties authorize the signature pages to be detached from the identical counterparts and both attached to one counterpart to form a single integrated document.", "references": ["Titles", "Books", "No Waivers", "Solvency", "Waivers", "Brokers", "Vacations", "Expenses", "Forfeitures", "Definitions", "Capitalization", "No Conflicts", "Governing Laws", "Subsidiaries", "Venues", "Notices", "Approvals", "Enforcements", "Compliance With Laws", "Vesting", "General", "Death", "Construction", "Existence", "Taxes", "Payments", "Waiver Of Jury Trials", "Defined Terms", "Sales", "Indemnifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each provision of this Agreement is intended to be severable. A determination that a particular provision of this Agreement is illegal or invalid shall not affect the validity of the remainder of the Agreement.", "references": ["Capitalization", "Solvency", "Positions", "Assigns", "Enforceability", "Transactions With Affiliates", "Agreements", "Governing Laws", "Organizations", "Sanctions", "Death", "Venues", "Definitions", "Consent To Jurisdiction", "Successors", "Existence", "Vacations", "Survival", "Employment", "Approvals", "Modifications", "Construction", "Non-Disparagement", "Publicity", "Qualifications", "Entire Agreements", "Benefits", "Amendments", "Tax Withholdings", "Waiver Of Jury Trials", "Severability"], "gold": ["Severability"]}
+{"input": "If any term or provision of this Note or the Security Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or the Security Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.", "references": ["Binding Effects", "Jurisdictions", "Submission To Jurisdiction", "Disclosures", "Sales", "Governing Laws", "Integration", "Change In Control", "Financial Statements", "Capitalization", "Cooperation", "Erisa", "Solvency", "Arbitration", "General", "Vesting", "Benefits", "Costs", "Enforceability", "Adjustments", "Brokers", "Sanctions", "Compliance With Laws", "Publicity", "Participations", "Assignments", "Counterparts", "Authority", "Indemnifications", "Construction", "Severability"], "gold": ["Severability"]}
+{"input": "As of the Execution Date, immediately after the consummation of the Transactions to occur on the Execution Date, as of the Replacement Facilities Effective Date, immediately after the consummation of the Transactions to occur on the Replacement Facilities Effective Date, and as of the Acquisition Closing Date, immediately after the consummation of the Transactions to occur on the Acquisition Closing Date, as applicable (i) each of the Fair Value and the Present Fair Salable Value of the assets of the Company and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Company and its Subsidiaries taken as a whole Do Not Have Unreasonably Small Capital; and (iii) the Company and its Subsidiaries taken as a whole Can Pay Their Stated Liabilities and Identified Contingent Liabilities as they mature.", "references": ["Defined Terms", "Interpretations", "Headings", "Warranties", "Titles", "Applicable Laws", "Non-Disparagement", "Intellectual Property", "Brokers", "Taxes", "Jurisdictions", "Withholdings", "Subsidiaries", "Vesting", "Records", "Insurances", "Existence", "Waiver Of Jury Trials", "Tax Withholdings", "Powers", "General", "Remedies", "Change In Control", "Effective Dates", "Enforcements", "Expenses", "Binding Effects", "Consents", "Positions", "Interests", "Solvency"], "gold": ["Solvency"]}
+{"input": "Interest accrued on each Base Rate Advance and each Swing Line Loan shall be payable on each Payment Date, commencing with the first such Payment Date to occur after the date hereof and at maturity. Interest accrued on each Eurocurrency Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurocurrency Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurocurrency Advance having an Interest Period longer than three (3) months shall also be payable on the last day of each three-month interval during such Interest Period. Interest accrued pursuant to Section 2.11 shall be payable on demand. Interest on all Advances and fees shall be calculated for actual days elapsed on the basis of a 360-day year, except that interest computed by reference to the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a 365/366-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (Pacific Standard Time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day (other than a Payment Date) which is not a Business Day, such payment shall be made on the next succeeding Business Day.", "references": ["Vesting", "Interpretations", "Expenses", "Adjustments", "Brokers", "Qualifications", "Successors", "Indemnifications", "No Defaults", "Enforceability", "Forfeitures", "Governing Laws", "Solvency", "Closings", "Sales", "Insurances", "Organizations", "Positions", "Payments", "Approvals", "Headings", "Non-Disparagement", "Subsidiaries", "Books", "General", "Disclosures", "Modifications", "Cooperation", "Jurisdictions", "Further Assurances", "Interests"], "gold": ["Interests"]}
+{"input": "Parent may withhold from any amounts payable under this Letter Agreement such federal, state, local or foreign taxes as are be required to be withheld pursuant to any applicable law or regulation.", "references": ["Confidentiality", "Costs", "Books", "Litigations", "Terminations", "Effectiveness", "Forfeitures", "Organizations", "Amendments", "Indemnity", "Closings", "Disclosures", "Insurances", "Waivers", "Construction", "Warranties", "Fees", "Enforceability", "Participations", "Capitalization", "Qualifications", "Disability", "Expenses", "Use Of Proceeds", "Miscellaneous", "Erisa", "Liens", "Effective Dates", "Remedies", "Brokers", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of up to $4,650,000 principal amount of Notes together with Warrants as determined pursuant to Section 2.2(a) (such purchase and sale being the \u201c Closing \u201d). Each Purchaser shall deliver to the Escrow Agent such Purchaser\u2019s Subscription Amount, and the Company shall deliver to each Purchaser its respective Note and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Closing Date shall occur on or before May 31, 2018 (the \u201c Termination Date \u201d). With respect to any Closing not held on or before the Termination Date, the Escrow Agent shall cause (i) all subscription documents executed by the Company or a Purchaser to be returned to the Company or such Purchaser, as applicable, and (ii) each Subscription Amount to be returned, without interest or deduction to the Purchaser who delivered such Subscription Amount.", "references": ["Disclosures", "No Defaults", "Costs", "Qualifications", "Death", "Defined Terms", "Anti-Corruption Laws", "Headings", "Applicable Laws", "Miscellaneous", "Payments", "Taxes", "Subsidiaries", "Litigations", "Authority", "Publicity", "No Conflicts", "Enforcements", "Entire Agreements", "Duties", "Titles", "Authorizations", "Powers", "Insurances", "Intellectual Property", "Severability", "Consents", "Further Assurances", "Consent To Jurisdiction", "Interpretations", "Closings"], "gold": ["Closings"]}
+{"input": "The Company shall indemnify the Executive to the full extent provided in the Company\u2019s and Holdings\u2019 respective Certificates of Incorporation and Bylaws and the law of the State of Delaware in connection with her activities as an officer of the Company and Holdings.", "references": ["Miscellaneous", "Financial Statements", "Releases", "Closings", "Severability", "Benefits", "Disability", "Litigations", "Amendments", "Death", "Authorizations", "Warranties", "Solvency", "Indemnity", "Construction", "Payments", "Use Of Proceeds", "Organizations", "Terminations", "Assigns", "General", "Terms", "Entire Agreements", "Headings", "Confidentiality", "Enforcements", "Approvals", "Remedies", "Survival", "Publicity", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Promptly after a MacroGenics Indemnitee or an Incyte Indemnitee (each, an \u201c Indemnitee \u201d) receives notice of a pending or threatened Claim, such Indemnitee shall give written notice of the Claim to the Party from whom the Indemnitee is entitled to receive indemnification pursuant to Sections 14.1 or 14.2, as applicable (the \u201c Indemnifying Party \u201d). However, an Indemnitee\u2019s delay in providing or failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent it can demonstrate prejudice due to the delay or lack of notice.", "references": ["Financial Statements", "Base Salary", "Effective Dates", "Payments", "Effectiveness", "Indemnifications", "Insurances", "Existence", "Sales", "Assigns", "Modifications", "Erisa", "Indemnity", "Authorizations", "Transactions With Affiliates", "Positions", "Integration", "Warranties", "Enforceability", "Consents", "Interpretations", "Interests", "Titles", "Powers", "No Waivers", "Subsidiaries", "Disability", "Death", "Releases", "Arbitration", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement, the Confidentiality Agreement and any covenants and agreements incorporated herein by reference, as set forth in Section 4 above, together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, provided, however , that for the avoidance of doubt, all Other Arrangements (as such Other Arrangements may be amended, modified or terminated from time to time) shall remain in effect in accordance with their terms, subject to Section 3(d) above. This Agreement may be amended or modified only with the written consent of Key Colleague and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.", "references": ["Remedies", "Litigations", "Approvals", "Costs", "Participations", "Modifications", "Consent To Jurisdiction", "Governing Laws", "Severability", "Anti-Corruption Laws", "Headings", "Tax Withholdings", "Sales", "Base Salary", "Records", "Solvency", "Brokers", "Enforceability", "Authority", "No Defaults", "General", "Financial Statements", "Venues", "Assigns", "Erisa", "Representations", "Change In Control", "Powers", "Intellectual Property", "Publicity", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, discharge or termination is sought.", "references": ["Applicable Laws", "Solvency", "Costs", "Terminations", "Organizations", "Governing Laws", "Consent To Jurisdiction", "Entire Agreements", "Publicity", "Submission To Jurisdiction", "Disclosures", "Sanctions", "Cooperation", "Fees", "Powers", "Integration", "Subsidiaries", "Sales", "Death", "No Defaults", "Withholdings", "Anti-Corruption Laws", "Financial Statements", "Further Assurances", "Benefits", "Interests", "Waiver Of Jury Trials", "Headings", "Base Salary", "Approvals", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Neither Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except that AstraZeneca shall have the right, without such consent, (i) to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates or its or their (sub)licensees, and (ii) assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates or its or their (sub)licensees or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which this Agreement relates; provided that AstraZeneca shall provide written notice to Licensee within [***] ([***]) [***] after such assignment or delegation. Licensee shall have the right, without such consent, (i) to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates, and (ii) assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates; provided that Licensee shall provide written notice to AstraZeneca within [***] ([***]) [***] after such assignment or delegation. Any permitted successor of a Party or any permitted assignee of all of a Party\u2019s rights under this Agreement that has also assumed all of such Party\u2019s obligations hereunder in writing shall, upon any such succession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for the assigning Party, whereupon the assigning Party shall cease to be a party to this Agreement and shall cease to have any rights or obligations under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly delegated obligations of such Party shall be binding on and be enforceable against, the permitted successors and assigns of such Party; provided that such Party, if it survives, shall remain jointly and severally liable for the performance of such delegated obligations under this Agreement. Any attempted assignment or delegation in violation of this Section 10.3 shall be void and of no effect.", "references": ["Organizations", "Counterparts", "Authorizations", "Employment", "Entire Agreements", "Waivers", "Authority", "Intellectual Property", "General", "Applicable Laws", "Withholdings", "Closings", "Construction", "Non-Disparagement", "Modifications", "Indemnifications", "Arbitration", "Successors", "Headings", "Approvals", "Powers", "Taxes", "Adjustments", "No Defaults", "Sales", "Indemnity", "Miscellaneous", "Compliance With Laws", "Subsidiaries", "Venues", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each Party shall promptly notify the other of any knowledge it acquires of any potential infringement of (i)\u00a0the Collaboration Patent Rights with respect to any Engineered T-Cells, or (ii)\u00a0the Editas Patents with respect to a Competitive Product, in each case by a Third Party.", "references": ["Assigns", "Enforceability", "Consent To Jurisdiction", "Payments", "Survival", "Anti-Corruption Laws", "Authority", "Adjustments", "Binding Effects", "Records", "Waivers", "Integration", "Closings", "Indemnity", "Cooperation", "Publicity", "Modifications", "Vesting", "Financial Statements", "Vacations", "Participations", "Authorizations", "Further Assurances", "Applicable Laws", "Sales", "Organizations", "Employment", "Tax Withholdings", "Insurances", "No Conflicts", "Notices"], "gold": ["Notices"]}
+{"input": "Set forth on Schedule 6.13 is a complete and accurate list as of the Restatement Effective Date of each Subsidiary of the Company, together with (i)\u00a0number of shares of each class of Capital Stock outstanding, (ii)\u00a0number and percentage of outstanding shares of each class owned (directly or indirectly) by the Company or any Subsidiary and (iii)\u00a0number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Capital Stock of each Subsidiary is validly issued, fully paid and non-assessable.", "references": ["Indemnity", "Governing Laws", "Modifications", "Sales", "Existence", "Transactions With Affiliates", "Terms", "Binding Effects", "Remedies", "Powers", "Assignments", "Miscellaneous", "Amendments", "Costs", "Defined Terms", "Titles", "Interpretations", "Insurances", "Approvals", "Intellectual Property", "Disability", "Solvency", "Enforceability", "Headings", "Fees", "Non-Disparagement", "Death", "Expenses", "Litigations", "General", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries (as defined in the Securities Purchase Agreement), the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.", "references": ["Entire Agreements", "Litigations", "Counterparts", "Organizations", "Financial Statements", "Withholdings", "Vesting", "Intellectual Property", "Vacations", "Indemnifications", "Existence", "Costs", "Terms", "Employment", "Arbitration", "Effective Dates", "Representations", "Specific Performance", "Interests", "Integration", "Non-Disparagement", "Adjustments", "Waiver Of Jury Trials", "Terminations", "Severability", "Authorizations", "Modifications", "Headings", "Enforcements", "Defined Terms", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.", "references": ["Defined Terms", "Agreements", "Books", "Definitions", "Counterparts", "Warranties", "Interests", "Intellectual Property", "Indemnity", "Submission To Jurisdiction", "Vesting", "Interpretations", "Sales", "Specific Performance", "Forfeitures", "Enforceability", "Construction", "Enforcements", "Expenses", "Existence", "Compliance With Laws", "Financial Statements", "No Defaults", "Transactions With Affiliates", "Binding Effects", "Releases", "Terminations", "Remedies", "Severability", "Qualifications", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "Excluding the Protected Rights referenced below, Employee agrees to not publish or make in any manner any oral or written statements about Team or any of the people or entities released that are untrue, defamatory, disparaging, malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm.", "references": ["Assignments", "Authorizations", "Survival", "Interests", "Vacations", "Waivers", "Intellectual Property", "Enforcements", "Remedies", "Notices", "Applicable Laws", "Indemnity", "Amendments", "Indemnifications", "Disclosures", "Taxes", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Compliance With Laws", "Employment", "Participations", "Subsidiaries", "Integration", "Liens", "Submission To Jurisdiction", "Disability", "Terms", "Base Salary", "Tax Withholdings", "Change In Control", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "No Loan Party will, and Anixter will not permit any member of the Consolidated Group to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a \u201c Sale and Leaseback Transaction \u201d), except for any such sale of any fixed or capital assets by Anixter or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 365 days after Anixter or such Subsidiary acquires or completes the construction of such fixed or capital asset.", "references": ["Tax Withholdings", "Notices", "Representations", "Indemnifications", "Defined Terms", "Survival", "Assignments", "No Defaults", "Releases", "Submission To Jurisdiction", "Confidentiality", "Agreements", "Erisa", "Effective Dates", "Payments", "Sanctions", "Costs", "Remedies", "Cooperation", "Terminations", "Indemnity", "Qualifications", "Disclosures", "Duties", "Transactions With Affiliates", "Records", "Terms", "Non-Disparagement", "Waivers", "Withholdings", "Sales"], "gold": ["Sales"]}
+{"input": "This Award Agreement, the Plan, the Addendum and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Cash-Based Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to you. The various provisions of this Award Agreement, the Addendum, the Plan, and the rules and procedures adopted by the Committee are severable, and if any provision thereof is held to be unenforceable by any court of competent jurisdiction, then such unenforceability shall not affect the enforceability of the remaining provisions thereof.", "references": ["Enforcements", "Binding Effects", "Submission To Jurisdiction", "Warranties", "Terminations", "Cooperation", "Integration", "Adjustments", "Waivers", "Approvals", "Positions", "Change In Control", "Further Assurances", "Sanctions", "Non-Disparagement", "Disclosures", "Titles", "Qualifications", "Construction", "Miscellaneous", "Representations", "Effectiveness", "Assignments", "Withholdings", "Powers", "Tax Withholdings", "Insurances", "Intellectual Property", "Financial Statements", "Duties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "B. Riley FBR represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which B. Riley FBR is exempt from registration or such registration is not otherwise required. B. Riley FBR shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which B. Riley FBR is exempt from registration or such registration is not otherwise required, during the term of this Agreement. B. Riley FBR will comply with all applicable laws and regulations (including, without limitation, Regulation M) in connection with performing its obligations under this Agreement.", "references": ["Indemnity", "Titles", "Assigns", "No Waivers", "Non-Disparagement", "Solvency", "Authorizations", "Submission To Jurisdiction", "Vacations", "Forfeitures", "Effective Dates", "Consent To Jurisdiction", "Subsidiaries", "Enforceability", "Warranties", "Capitalization", "No Conflicts", "Modifications", "Waivers", "Financial Statements", "Counterparts", "Jurisdictions", "Miscellaneous", "Definitions", "Further Assurances", "Existence", "Intellectual Property", "Notices", "Headings", "Erisa", "Representations"], "gold": ["Representations"]}
+{"input": "All initially capitalized terms which are used in this Seventh Amendment, but not otherwise defined herein, shall have the same meanings as ascribed thereto in the Purchase Agreement.", "references": ["Intellectual Property", "Survival", "No Waivers", "Non-Disparagement", "Severability", "Construction", "Miscellaneous", "Financial Statements", "Records", "Enforcements", "Assigns", "Amendments", "Consent To Jurisdiction", "Authority", "Modifications", "Payments", "Representations", "Applicable Laws", "Venues", "Books", "Waiver Of Jury Trials", "Notices", "Headings", "Change In Control", "Benefits", "Duties", "Specific Performance", "Governing Laws", "Solvency", "Indemnifications", "Terms"], "gold": ["Terms"]}
+{"input": "Defined terms used herein, as indicated by the initial capitalization thereof, shall have the same respective meanings ascribed to such terms in the Loan Agreement unless otherwise specifically defined herein.", "references": ["Survival", "Litigations", "Solvency", "Terms", "Venues", "No Conflicts", "Representations", "Liens", "Remedies", "Vesting", "Anti-Corruption Laws", "Payments", "Consents", "Severability", "Authorizations", "Jurisdictions", "Confidentiality", "Consent To Jurisdiction", "Base Salary", "Indemnifications", "Releases", "Participations", "Modifications", "Death", "Indemnity", "Waiver Of Jury Trials", "Definitions", "No Waivers", "Disability", "Fees", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "If the Company proposes to file a Registration Statement, at any time beginning on the Closing Date until the end of the Registration Term, with respect to shares of Common Stock for its own account, for sale to the public, or to register shares of Common Stock for stockholders of the Company other than the Holders, in each case in connection with the public offering of such shares solely for cash and other than (x) a registration on Form S-8 relating solely to employee benefit plans, (y) a registration relating solely to a transaction contemplated by Rule 145 under the Securities Act, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, then the Company shall give prompt notice of such proposed registration to each Holder and such notice shall offer each Holder (or any Holder who is not participating in the proposed Registration Statement) the opportunity to include in such registration such number of Registrable Securities (the \" Included Registrable Securities \") as such Holder may request in writing (a \" Piggyback Registration \").\u00a0 The notice required to be provided in this Section\u00a0 2.2.1 to each Holder shall be provided pursuant to Section\u00a0 5 .\u00a0 Each Holder shall then have fifteen (15) days to request inclusion of Registrable Securities in the registration.\u00a0 If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration.\u00a0 If, at any time after giving written notice of its intention to undertake a registration and prior to the closing of such registration, the Company shall determine for any reason not to undertake or to delay such registration, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such registration, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated registration, and (y) in the case of a determination to delay such registration, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the registration.\u00a0 Any Selling Holder shall have the right to withdraw such Selling Holder's request for inclusion of such Selling Holder's Registrable Securities in such offering by giving written notice to the Company of such withdrawal up to and including the time of pricing of such offering . A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.1 of this Agreement.\u00a0 The Company shall have no obligation under this Section 2.2 to make any offering of its shares of Common Stock or to complete an offering of its shares of Common Stock that it proposes to make.", "references": ["Interests", "Confidentiality", "Expenses", "Organizations", "Withholdings", "Amendments", "Qualifications", "Agreements", "Representations", "Effectiveness", "Base Salary", "Authority", "Releases", "Cooperation", "Titles", "Applicable Laws", "Sales", "Death", "Positions", "Interpretations", "Further Assurances", "Indemnifications", "Effective Dates", "Venues", "Enforcements", "No Conflicts", "Capitalization", "Indemnity", "Waivers", "Submission To Jurisdiction", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement and the Confidentiality and Proprietary Rights Agreement incorporated herein by reference together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, including, without limitation, the Existing Agreement. This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever. Notwithstanding the foregoing or anything herein to the contrary, although severance provided under the Executive\u2019s Severance Agreement made by and between the Company and the Executive effective as of December 1, 2016 (the \u201c Severance Agreement \u201d) may offset severance provided hereunder (as specified in Section 3(a)(v)), the Severance Agreement is outside the scope of the foregoing integration provision and shall continue in full force and effect.", "references": ["Books", "Terms", "Payments", "Releases", "Arbitration", "Venues", "Solvency", "Integration", "Participations", "Records", "Governing Laws", "Closings", "Agreements", "Jurisdictions", "Authorizations", "Miscellaneous", "Vacations", "No Defaults", "Subsidiaries", "Remedies", "Enforcements", "Change In Control", "Waiver Of Jury Trials", "Sanctions", "Liens", "Effectiveness", "Erisa", "Litigations", "Modifications", "Compliance With Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.\u00a0 Any and all counterparts may be executed by facsimile.", "references": ["Successors", "Amendments", "Interpretations", "Base Salary", "Capitalization", "Books", "Participations", "Organizations", "Vesting", "Sales", "Financial Statements", "Compliance With Laws", "Submission To Jurisdiction", "No Waivers", "Anti-Corruption Laws", "No Conflicts", "Governing Laws", "Subsidiaries", "Confidentiality", "Agreements", "Venues", "Cooperation", "Effective Dates", "Survival", "Applicable Laws", "Change In Control", "Enforceability", "Duties", "Transactions With Affiliates", "Releases", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a)\u00a0Except as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b)\u00a0maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.", "references": ["Closings", "Enforcements", "Liens", "Effective Dates", "Authority", "Titles", "Fees", "Publicity", "Warranties", "Payments", "Survival", "Disclosures", "Withholdings", "Positions", "Severability", "Powers", "Participations", "Disability", "Solvency", "Releases", "Intellectual Property", "Interests", "Taxes", "Financial Statements", "Expenses", "Successors", "General", "Integration", "Definitions", "Jurisdictions", "Insurances"], "gold": ["Insurances"]}
+{"input": "If the Employee\u2019s Service terminates because of the Employee\u2019s death (or the Employee dies within three (3)\u00a0months after Employee\u2019s Service terminates other than for Cause or because of the Employee\u2019s Disability), then the Employee\u2019s Options may be exercised only to the extent that such Options would have been exercisable by the Employee on the date Employee\u2019s Service terminates and must be exercised by the Employee\u2019s legal representative, or authorized assignee, no later than twelve (12)\u00a0months after the date Employee\u2019s Service terminates (or such shorter time period or longer time period as may be determined by the Committee), but in any event no later than the expiration date of the Options.", "references": ["Effective Dates", "Insurances", "Indemnifications", "Confidentiality", "Successors", "Qualifications", "Governing Laws", "Existence", "Vacations", "Specific Performance", "Non-Disparagement", "Base Salary", "Submission To Jurisdiction", "Sales", "Adjustments", "Headings", "Financial Statements", "Erisa", "Capitalization", "Fees", "Titles", "Use Of Proceeds", "Consent To Jurisdiction", "Participations", "Terms", "Books", "Definitions", "General", "Cooperation", "Waiver Of Jury Trials", "Death"], "gold": ["Death"]}
+{"input": "As of the date of this Agreement, the authorized capital stock of the Company consists of 3,000,000,000 shares of common stock, USD $0.0001 par value per share, and 50,000,000 shares of preferred stock, par value $0.0001, of which as of the date of this Agreement, 142,663,161 shares of the Company Common Stock and 0 shares of preferred stock are issued and outstanding. All shares of outstanding Company Common Stock have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable.", "references": ["Enforcements", "Employment", "Base Salary", "Consents", "No Waivers", "Subsidiaries", "Organizations", "Venues", "Forfeitures", "Consent To Jurisdiction", "Defined Terms", "Sanctions", "Vesting", "Representations", "Miscellaneous", "Entire Agreements", "Survival", "Interpretations", "Indemnifications", "Binding Effects", "Titles", "Effectiveness", "Specific Performance", "Cooperation", "No Defaults", "Agreements", "Publicity", "No Conflicts", "Terminations", "Vacations", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "With respect to the borrowing of any Loan, the Administrative Agent shall have received a Notice of Borrowing from the Borrower in accordance with Section\u00a02.2(a) or Section 4.2 , as applicable.", "references": ["Releases", "Powers", "Authorizations", "Disability", "Payments", "Costs", "Authority", "Specific Performance", "Remedies", "Effective Dates", "Applicable Laws", "Litigations", "Capitalization", "Confidentiality", "Sales", "Terms", "Change In Control", "Jurisdictions", "Interpretations", "Duties", "Death", "Existence", "Assigns", "Warranties", "Indemnity", "Survival", "Terminations", "Modifications", "Governing Laws", "Arbitration", "Notices"], "gold": ["Notices"]}
+{"input": "The Employer shall pay Executive an aggregate minimum annual salary at the rate of (i) $800,000 per annum from the Effective Date through December 31, 2017 and (ii) $900,000 per annum from January 1, 2018 through the end of the Employment Period (\u201cBase Salary\u201d). Base Salary shall be payable bi-weekly in accordance with the Employer\u2019s normal business practices and shall be reviewed by the Board or Compensation Committee of the Board at least annually. In no event shall Executive\u2019s Base Salary in effect at a particular time be reduced without his prior written consent.", "references": ["Publicity", "Subsidiaries", "Terms", "Arbitration", "Tax Withholdings", "Benefits", "Survival", "Participations", "Consent To Jurisdiction", "Books", "Erisa", "Expenses", "Disability", "Modifications", "Severability", "Existence", "Death", "Defined Terms", "Effective Dates", "Indemnity", "Financial Statements", "Assigns", "Specific Performance", "Representations", "Anti-Corruption Laws", "Further Assurances", "Fees", "Adjustments", "Indemnifications", "Withholdings", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Executive shall be entitled to no less than twenty (20) days of vacation on an annual basis during the Term with additional paid vacation time being accrued in accordance with the Company\u2019s vacation policy. Per the Company\u2019s vacation policy, the Executive\u2019s vacation does not carry over year over year.", "references": ["Employment", "Disability", "Assignments", "General", "Litigations", "Non-Disparagement", "Capitalization", "Amendments", "No Conflicts", "Approvals", "Subsidiaries", "Consents", "Jurisdictions", "Terminations", "Closings", "Sanctions", "Financial Statements", "Definitions", "Cooperation", "Consent To Jurisdiction", "Anti-Corruption Laws", "Modifications", "Existence", "Counterparts", "Releases", "Compliance With Laws", "No Defaults", "Agreements", "Confidentiality", "Effective Dates", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Second Amendment may be executed in counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument. A counterpart of this Second Amendment signed by one party to this Second Amendment and sent by facsimile, electronic mail or similar electronic transmission to the other party to this Second Amendment or its counsel (i)\u00a0shall have the same effect as an original signed counterpart of this Second Amendment, and (ii)\u00a0shall be conclusive proof, admissible in judicial proceedings, of such party\u2019s execution of this Second Amendment.", "references": ["Expenses", "Financial Statements", "Binding Effects", "Definitions", "Organizations", "Payments", "Successors", "Disability", "Death", "Litigations", "General", "Sanctions", "Tax Withholdings", "Amendments", "Capitalization", "Vacations", "Change In Control", "Integration", "Severability", "Publicity", "Sales", "Enforcements", "Participations", "Withholdings", "Warranties", "Solvency", "No Conflicts", "Indemnity", "Specific Performance", "Records", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Unless forfeited pursuant to Section\u00a03(b), the Deferred Stock Units shall vest in accordance with the following schedule: (i)\u00a0an initial one-third (1/3 rd ) of the Deferred Stock Units shall vest on [insert], 2019; (2)\u00a0an additional one-third (1/3 rd ) of the Deferred Stock Units shall vest on [insert], 2020; and (3)\u00a0the final one-third (1/3 rd ) of the Deferred Stock Units shall vest on [insert], 2021.", "references": ["Financial Statements", "Costs", "Consents", "Miscellaneous", "Amendments", "Waivers", "Vacations", "Transactions With Affiliates", "Effective Dates", "Participations", "Terms", "Defined Terms", "Sanctions", "Employment", "Authorizations", "No Defaults", "Assignments", "Releases", "Liens", "No Waivers", "Survival", "Capitalization", "Confidentiality", "Base Salary", "Definitions", "Interpretations", "Compliance With Laws", "No Conflicts", "Qualifications", "Publicity", "Vesting"], "gold": ["Vesting"]}
+{"input": "In case any provision in or obligation hereunder or any Loan Note or other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.", "references": ["Books", "Anti-Corruption Laws", "Confidentiality", "Titles", "Participations", "Counterparts", "Defined Terms", "Liens", "Amendments", "Withholdings", "Definitions", "Enforcements", "Litigations", "Effectiveness", "Closings", "Successors", "Venues", "No Waivers", "Insurances", "Use Of Proceeds", "Vesting", "Authorizations", "Survival", "Records", "Brokers", "Cooperation", "Miscellaneous", "Qualifications", "Non-Disparagement", "Specific Performance", "Severability"], "gold": ["Severability"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections\u00a02.15, 2.16, 2.17, 2.18 and 9.03 and Article \u00a0VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.", "references": ["Liens", "Remedies", "Enforcements", "Records", "Releases", "Duties", "No Defaults", "Enforceability", "Insurances", "Jurisdictions", "Applicable Laws", "Expenses", "Adjustments", "Consent To Jurisdiction", "Headings", "Use Of Proceeds", "Benefits", "Notices", "Erisa", "Modifications", "Effectiveness", "Warranties", "Consents", "Fees", "Intellectual Property", "Terminations", "Definitions", "Waiver Of Jury Trials", "Change In Control", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes to be prudent and customary in the businesses and locations in which and where the Company and the Subsidiaries are engaged.\u00a0 All premiums due and payable under all such policies and bonds have been, or will be, timely paid, and the Company and its Subsidiaries are in material compliance with the terms of such policies and bonds.\u00a0 Neither the Company nor any of its Subsidiaries has received any notice of cancellation of any such insurance, nor, to the Company's knowledge, will it or any Subsidiary be unable to renew their respective existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. The Company (i)\u00a0maintains directors' and officers' liability insurance with financially sound and reputable insurance companies with benefits and levels of coverage as the Company believes to be prudent and customary for similarly situated companies, (ii)\u00a0has timely paid all premiums on such policies, and (iii)\u00a0there has been no lapse in coverage during the term of such policies.", "references": ["Assigns", "Qualifications", "Erisa", "Applicable Laws", "Disclosures", "Entire Agreements", "Disability", "Construction", "Non-Disparagement", "Litigations", "Liens", "Powers", "Indemnity", "Publicity", "Base Salary", "Solvency", "Anti-Corruption Laws", "Effectiveness", "Closings", "Costs", "Waiver Of Jury Trials", "Modifications", "Jurisdictions", "Counterparts", "Releases", "Change In Control", "Vacations", "Cooperation", "Books", "Miscellaneous", "Insurances"], "gold": ["Insurances"]}
+{"input": "SUPPLIER is not entitled to any compensation unless and until the work or work product produced by SUPPLIER meets the Specifications of the applicable Project Proposal/SOW to the reasonable satisfaction of SPONSOR. SUPPLIER is also not entitled to any compensation related to correcting any work or work product that SPONSOR has rejected as not acceptable to SPONSOR in the exercise of its reasonable discretion.", "references": ["Governing Laws", "Sales", "Vesting", "Financial Statements", "Consents", "No Conflicts", "No Waivers", "Cooperation", "Disclosures", "Submission To Jurisdiction", "Subsidiaries", "Employment", "Erisa", "Notices", "Participations", "Authorizations", "Assignments", "Enforcements", "Defined Terms", "Indemnity", "Indemnifications", "Disability", "Transactions With Affiliates", "Powers", "Change In Control", "Positions", "Venues", "Closings", "Forfeitures", "Modifications", "Payments"], "gold": ["Payments"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, the Collateral Agent, any L/C Issuer and each Lender, regardless of any investigation made by the Administrative Agent, the Collateral Agent, each L/C Issuer or any Lender or on their behalf and notwithstanding that the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Loan Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.", "references": ["Base Salary", "Powers", "Forfeitures", "Remedies", "Effective Dates", "Disclosures", "Liens", "Tax Withholdings", "Sanctions", "Litigations", "Expenses", "Releases", "Miscellaneous", "Taxes", "Assignments", "Financial Statements", "Severability", "Terms", "Enforceability", "Further Assurances", "Change In Control", "Fees", "Approvals", "Modifications", "Consent To Jurisdiction", "Notices", "Counterparts", "Amendments", "Binding Effects", "Employment", "Warranties"], "gold": ["Warranties"]}
+{"input": "(a) Each Lender severally agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Company), from and against such Lender\u2019s Ratable Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent, in its capacity as such, under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent\u2019s gross negligence or willful misconduct, as finally determined in a nonappealable judgment of a court of competent jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Ratable Share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Company.", "references": ["Specific Performance", "Compliance With Laws", "Effective Dates", "Interests", "Costs", "Waiver Of Jury Trials", "Notices", "No Defaults", "Consents", "Miscellaneous", "Waivers", "Assigns", "Withholdings", "Indemnity", "Capitalization", "Definitions", "Sales", "Qualifications", "Representations", "Organizations", "Employment", "Liens", "Closings", "Brokers", "Death", "Adjustments", "Submission To Jurisdiction", "Binding Effects", "Taxes", "Terminations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.2 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .", "references": ["Intellectual Property", "Financial Statements", "Authority", "Payments", "Disclosures", "Terms", "Governing Laws", "Effective Dates", "Non-Disparagement", "Brokers", "Consent To Jurisdiction", "Further Assurances", "Disability", "Withholdings", "Agreements", "Modifications", "Litigations", "Change In Control", "Expenses", "Erisa", "Consents", "Base Salary", "Cooperation", "Successors", "Interests", "Organizations", "Arbitration", "Construction", "Employment", "Duties", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "If Executive\u2019s employment is terminated by reason of Executive\u2019s death, Retirement or Disability during the Employment Period, this Agreement shall terminate without further obligations to Executive or Executive\u2019s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive or Executive\u2019s estate, as applicable, in a lump sum in cash within 30 days of the Date of Separation from Service. Other Benefits shall be paid at the time and in the manner provided in the documentation establishing or describing such Other Benefits. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section\u00a06(b) shall include without limitation, and Executive or Executive\u2019s estate and/or beneficiaries shall be entitled to receive, death, retirement or disability benefits then applicable to Executive.", "references": ["Successors", "Modifications", "Terms", "No Conflicts", "Non-Disparagement", "Entire Agreements", "Releases", "Powers", "Duties", "Capitalization", "Insurances", "Litigations", "Interests", "Integration", "Jurisdictions", "Governing Laws", "Specific Performance", "Arbitration", "Existence", "Indemnity", "Headings", "Warranties", "Miscellaneous", "Books", "Fees", "Records", "Approvals", "General", "Enforceability", "Severability", "Death"], "gold": ["Death"]}
+{"input": "In the event that any provision or portion of this Agreement shall he determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall he unaffected thereby and shall remain in full force and effect.", "references": ["Expenses", "Use Of Proceeds", "Representations", "Binding Effects", "Construction", "Positions", "Amendments", "Powers", "Enforcements", "Titles", "Disclosures", "Base Salary", "Compliance With Laws", "No Waivers", "Vesting", "Miscellaneous", "Consent To Jurisdiction", "Sanctions", "Fees", "Approvals", "Taxes", "Survival", "Terminations", "Agreements", "Confidentiality", "Successors", "Authorizations", "Existence", "Erisa", "Definitions", "Severability"], "gold": ["Severability"]}
+{"input": "(a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the \u201c Sale and Servicing Agreement \u201d), by and among the Depositor, HCA, as seller and servicer, Hyundai Auto Receivables Trust 2018-A, as issuer and Citibank, N.A., as indenture trustee (the \u201c Indenture Trustee \u201d).", "references": ["Financial Statements", "No Conflicts", "Miscellaneous", "Fees", "Use Of Proceeds", "Waivers", "Vesting", "General", "Capitalization", "Binding Effects", "Litigations", "Waiver Of Jury Trials", "Erisa", "Integration", "Successors", "Indemnity", "Subsidiaries", "Powers", "Compliance With Laws", "Anti-Corruption Laws", "Authority", "Submission To Jurisdiction", "Taxes", "Closings", "Warranties", "Terms", "Tax Withholdings", "Forfeitures", "Sanctions", "Specific Performance", "Definitions"], "gold": ["Definitions"]}
+{"input": "Except as set forth in Section\u00a03.7 of the Company Disclosure Letter, there are no, and since four (4) \u00a0years prior to the date hereof, there have not been any Claims pending or, to the Company\u2019s knowledge, threatened against or affecting the Company or any of its officers or directors (or pending or, to the Company\u2019s knowledge, threatened against the Company or any of the officers, directors or Employees of the Company with respect to the business of the Company). The Company is not the subject of any Claim or any inquiry or investigation by a Governmental Entity or any Third Party. The Company is not subject to any judgment, order or decree of any court or other Governmental Entity. The Company has not threatened, initiated or taken any steps towards the commencement of any Claim against any Third Party.", "references": ["Financial Statements", "Binding Effects", "Indemnity", "Duties", "Liens", "Survival", "Jurisdictions", "Indemnifications", "Employment", "Disability", "Authorizations", "Taxes", "Further Assurances", "Defined Terms", "Powers", "Successors", "Expenses", "Brokers", "Existence", "Warranties", "Non-Disparagement", "Insurances", "Authority", "Notices", "Subsidiaries", "Publicity", "Terminations", "Amendments", "Compliance With Laws", "Capitalization", "Litigations"], "gold": ["Litigations"]}
+{"input": "The invalidity or unenforceability of any provisions of this Award Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Award Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Award Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.", "references": ["Definitions", "Existence", "Releases", "Duties", "Entire Agreements", "Specific Performance", "Venues", "Remedies", "General", "Waivers", "Forfeitures", "Vacations", "Records", "Intellectual Property", "Publicity", "Authority", "Adjustments", "Insurances", "Closings", "Costs", "Modifications", "Consents", "Death", "Use Of Proceeds", "Binding Effects", "Employment", "Compliance With Laws", "Solvency", "Agreements", "Powers", "Severability"], "gold": ["Severability"]}
+{"input": "Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case the Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser\u2019s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.", "references": ["Counterparts", "Transactions With Affiliates", "Interpretations", "Definitions", "No Conflicts", "Headings", "Positions", "Books", "Terminations", "Disclosures", "Modifications", "General", "Further Assurances", "Death", "Compliance With Laws", "Qualifications", "Waivers", "Tax Withholdings", "Assigns", "Expenses", "No Waivers", "Effectiveness", "Waiver Of Jury Trials", "Forfeitures", "Indemnity", "Costs", "Sanctions", "Arbitration", "Base Salary", "Insurances", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "(a)\u00a0The Borrower will pay a fee on the undrawn and unexpired amount of each Letter of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.", "references": ["Counterparts", "Cooperation", "Forfeitures", "Duties", "Brokers", "Expenses", "Assigns", "Successors", "Non-Disparagement", "Publicity", "Tax Withholdings", "Consent To Jurisdiction", "Subsidiaries", "Organizations", "Disclosures", "Severability", "Agreements", "Releases", "Positions", "Enforcements", "Solvency", "Effective Dates", "No Waivers", "Authorizations", "Powers", "Erisa", "Existence", "Submission To Jurisdiction", "Arbitration", "Intellectual Property", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement and the other Loan Documents represent the final agreement (OTHER THAN ANY NONDISCLOSURE OR CONFIDENTIALITY PROVISIONS CONTAINED IN ANY NONDISCLOSURE AGREEMENT TO THE EXTENT APPLICABLE TO THE INFORMATION (AS DEFINED HEREIN)) among the parties hereto and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto. There are no unwritten oral agreements among the parties hereto with respect to the subject matter hereof.", "references": ["Venues", "Tax Withholdings", "Consent To Jurisdiction", "Duties", "Survival", "Anti-Corruption Laws", "Publicity", "Records", "Interests", "Enforceability", "Waiver Of Jury Trials", "Assigns", "Governing Laws", "Fees", "Organizations", "No Defaults", "Employment", "Effective Dates", "Insurances", "Positions", "Change In Control", "Further Assurances", "Withholdings", "Miscellaneous", "Terminations", "Disclosures", "Warranties", "Costs", "Modifications", "Capitalization", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Borrower shall reasonably cooperate with all reasonable requests of Lender in connection with this Section 9.3 . If requested by Lender, Borrower shall promptly execute and deliver such documents as shall be required by Lender and any Rating Agency in connection with any Bifurcation or creation of a New Mezzanine Loan pursuant to this Section 9.3 , all in form and substance satisfactory to Lender and satisfactory to any applicable Rating Agency, including, the severance of security documents if requested and/or, in connection with any Bifurcation or the creation of any New Mezzanine Loan: (i) execution and delivery of a promissory note and loan documents necessary to evidence such Bifurcation or New Mezzanine Loan, (ii) execution and delivery of such amendments to the Loan Documents as are necessary in connection with such Bifurcation or the creation of such New Mezzanine Loan, (iii) delivery of opinions of legal counsel with respect to due execution, authority and enforceability of any modification documents or documents relating to any Bifurcation or evidencing or securing any New Mezzanine Loan, as applicable and (iv) with respect to any New Mezzanine Loan, delivery of an additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion; each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section\u00a0 9. 3 after expiration of ten (10) Business Days after notice thereof.", "references": ["Use Of Proceeds", "Assigns", "No Defaults", "Construction", "Death", "Remedies", "Interpretations", "Definitions", "Books", "Transactions With Affiliates", "Arbitration", "Disability", "Powers", "Specific Performance", "Warranties", "Defined Terms", "Waiver Of Jury Trials", "Vacations", "Non-Disparagement", "Assignments", "Enforceability", "Positions", "General", "Publicity", "Indemnity", "Entire Agreements", "Change In Control", "Miscellaneous", "Confidentiality", "Erisa", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Where the Indenture or any Indenture Supplement provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed by registered or certified mail or first class postage prepaid or national overnight courier service to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice which is mailed in the manner herein provided shall conclusively be presumed to have been duly given.", "references": ["Taxes", "Subsidiaries", "Tax Withholdings", "Waiver Of Jury Trials", "Base Salary", "Successors", "Enforceability", "Costs", "Cooperation", "Terms", "Erisa", "Definitions", "Capitalization", "Solvency", "Organizations", "Liens", "Arbitration", "Use Of Proceeds", "Notices", "Miscellaneous", "Specific Performance", "Participations", "Authority", "Severability", "Brokers", "Effective Dates", "No Defaults", "Releases", "Positions", "Expenses", "Waivers"], "gold": ["Waivers"]}
+{"input": "Capitalized terms used but not defined in this Agreement are defined in (a)\u00a0Appendix A to the Series\u00a02018-3 Indenture Supplement, dated as of November\u00a01, 2018 (the \u201c Indenture Supplement \u201d), between the Grantor, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, or (b)\u00a0Appendix A to (i)\u00a0the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August\u00a01, 2001, as amended and restated as of December\u00a01, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Grantor, as Issuer, and Ford Motor Credit Company LLC, as Servicer, and (ii)\u00a0the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August\u00a01, 2001, as amended and restated as of December\u00a01, 2010, among Ford Credit Floorplan LLC, as Depositor, the Issuer and the Servicer.\u00a0 Each Appendix A also contains usage rules\u00a0that apply to this Agreement.\u00a0 Each Appendix A is incorporated by reference into this Agreement.\u00a0 References to the \u201cUCC\u201d mean the Uniform Commercial Code as in effect in the State of New York.", "references": ["Interpretations", "Vesting", "Intellectual Property", "No Conflicts", "Survival", "Closings", "Amendments", "Indemnifications", "Taxes", "Submission To Jurisdiction", "Consents", "Authorizations", "Effective Dates", "Costs", "Liens", "Representations", "Positions", "Disclosures", "Anti-Corruption Laws", "General", "Authority", "Solvency", "Severability", "Defined Terms", "Litigations", "Arbitration", "No Waivers", "Binding Effects", "Cooperation", "Insurances", "Definitions"], "gold": ["Definitions"]}
+{"input": "Where required by applicable Law, Purchaser shall have the right to withhold applicable Taxes from any payments to be made by Purchaser to Seller pursuant to this Agreement; provided that, to the extent allowed by applicable Law, prior to such withholding, Purchaser shall give written notice of its intention to withhold and allow Seller sufficient time to furnish any documentation or forms to the applicable Governmental Entity to minimize or eliminate such withholding. Where applicable, Purchaser shall provide Seller with receipts from the appropriate taxing authority for all payments of Taxes withheld and paid by Purchaser to such authorities on behalf of Seller. To the extent that any such amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to Seller.", "references": ["Confidentiality", "Waivers", "Terminations", "Insurances", "Warranties", "Headings", "Enforcements", "Qualifications", "Governing Laws", "Subsidiaries", "Benefits", "Participations", "Forfeitures", "Approvals", "Solvency", "Consent To Jurisdiction", "Disability", "Terms", "Successors", "Enforceability", "Use Of Proceeds", "Waiver Of Jury Trials", "Integration", "Publicity", "No Defaults", "Brokers", "Interests", "Liens", "Sanctions", "Closings", "Taxes"], "gold": ["Taxes"]}
+{"input": "Executive acknowledges that all files, lists, books, records, photographs, videotapes, slides, specifications, drawings or any other materials used or created by Executive or used or created by Employer in connection with the conduct of its business, shall at all times remain the property of Employer and that upon termination of employment hereunder, irrespective of the time, manner or cause of said termination, Executive will surrender to Employer all such files, lists, books, records, photographs, videotapes, slides, specifications, drawings or any other materials.", "references": ["Death", "Binding Effects", "Tax Withholdings", "Disclosures", "Specific Performance", "Base Salary", "Remedies", "Venues", "Erisa", "Interests", "Assignments", "Transactions With Affiliates", "Change In Control", "Subsidiaries", "Intellectual Property", "Releases", "Successors", "Solvency", "Existence", "Entire Agreements", "Agreements", "No Conflicts", "Definitions", "No Waivers", "Organizations", "Defined Terms", "Forfeitures", "Modifications", "Waivers", "Litigations", "Records"], "gold": ["Records"]}
+{"input": "Except as otherwise expressly provided herein, no amendment or modification of this Agreement or the Grant Notice shall be valid or binding upon the parties hereto unless the amendment or modification is in writing that is signed by the parties and references this Agreement or the Grant Notice, applicable; provided, however, that the Company may amend or modify this Agreement or the Grant Notice without Participant\u2019s consent or signature if the Administrator determines, in its sole discretion, that such change or modification is necessary or appropriate for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other authoritative guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.", "references": ["Successors", "Organizations", "Applicable Laws", "Waivers", "Assigns", "Litigations", "Benefits", "Jurisdictions", "Defined Terms", "Waiver Of Jury Trials", "Erisa", "Change In Control", "Enforceability", "Effective Dates", "Compliance With Laws", "Disability", "Withholdings", "Powers", "Binding Effects", "Death", "Use Of Proceeds", "Entire Agreements", "Miscellaneous", "Sales", "Tax Withholdings", "Disclosures", "Assignments", "Further Assurances", "Transactions With Affiliates", "Definitions", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Company has not: (i)\u00a0made a general assignment for the benefit of creditors; (ii)\u00a0filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (iii)\u00a0suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv)\u00a0suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v)\u00a0admitted in writing its inability to pay its debts as they come due; or (vi)\u00a0made an offer of settlement, extension or composition to its creditors generally.", "references": ["Forfeitures", "No Waivers", "Submission To Jurisdiction", "Capitalization", "Powers", "Vesting", "Representations", "Publicity", "Amendments", "Waivers", "Specific Performance", "Severability", "Vacations", "No Defaults", "Releases", "Counterparts", "Jurisdictions", "Adjustments", "Disclosures", "Disability", "Litigations", "Assignments", "Financial Statements", "Duties", "Effectiveness", "Venues", "Authorizations", "Terminations", "Effective Dates", "Entire Agreements", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Separation Agreement shall in all respects be interpreted, construed and governed by and in accordance with the internal substantive laws of the State of Ohio.", "references": ["Terms", "Specific Performance", "Waivers", "Successors", "Defined Terms", "Intellectual Property", "Financial Statements", "Use Of Proceeds", "Survival", "Closings", "Fees", "Solvency", "Base Salary", "Warranties", "Disclosures", "Terminations", "Indemnity", "Releases", "Approvals", "Effective Dates", "Anti-Corruption Laws", "Existence", "Qualifications", "Assignments", "Modifications", "Non-Disparagement", "Payments", "Sales", "Expenses", "Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Maker has all necessary limited liability company power, authority and legal right to execute, deliver and perform its obligations under this Note and the Collateral Documents to which Maker is a party; the execution, delivery and performance by Maker of this Note and the Collateral Documents to which Maker is a party have been duly authorized by all necessary corporate or other action on its part; and this Note and the Collateral Documents to which Maker is a party have been duly and validly executed and delivered by Maker.", "references": ["Financial Statements", "Powers", "Assignments", "Consent To Jurisdiction", "Death", "Approvals", "Indemnifications", "Representations", "Expenses", "Counterparts", "Indemnity", "Payments", "Forfeitures", "Binding Effects", "Confidentiality", "Construction", "Assigns", "Non-Disparagement", "Costs", "Effective Dates", "Brokers", "Organizations", "Defined Terms", "No Waivers", "Miscellaneous", "Definitions", "Adjustments", "Vesting", "Headings", "Duties", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.\u00a0\u00a0Such financial statements have been prepared in accordance with United States generally accepted accounting principles\u00a0(\u201c GAAP \u201d),\u00a0applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["No Conflicts", "Enforceability", "Successors", "Positions", "Change In Control", "Definitions", "Participations", "Miscellaneous", "Binding Effects", "Insurances", "Litigations", "Further Assurances", "Solvency", "Defined Terms", "Powers", "Capitalization", "Indemnity", "Non-Disparagement", "Submission To Jurisdiction", "Anti-Corruption Laws", "Qualifications", "Taxes", "General", "Specific Performance", "Terms", "Intellectual Property", "Fees", "Existence", "Approvals", "Counterparts", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Borrowers shall pay to Agent, for Agent\u2019s own account, fees in the amounts and at the times set forth in the Fee Letter.", "references": ["Indemnity", "Tax Withholdings", "No Defaults", "Death", "Authorizations", "Amendments", "Organizations", "Costs", "Miscellaneous", "Defined Terms", "Confidentiality", "Assigns", "Publicity", "Further Assurances", "Approvals", "Powers", "Effective Dates", "Capitalization", "Modifications", "Transactions With Affiliates", "No Conflicts", "Counterparts", "Expenses", "Duties", "Governing Laws", "Consents", "Payments", "Insurances", "Indemnifications", "Applicable Laws", "Fees"], "gold": ["Fees"]}
+{"input": "No later than [***] after the earliest achievement of each sales milestone event set forth below for a particular Collaboration Product, CStone will pay to Blueprint the corresponding sales milestone payment set forth below (the sales milestone events set forth in Table 10.2.2(a), Table 10.2.2(b), and Table 10.2.2(c) the \u201c Sales Milestone Events \u201d and the sales milestone payments set forth in Table 10.2.2(a), Table 10.2.2(b), and Table 10.2.2(c), the \u201c Sales Milestone Payments \u201d).\u00a0\u00a0If in a given Calendar Year during the Term more than one of the Sales Milestone Events set forth in Table 10.2.2(a), Table 10.2.2(b), and Table 10.2.2(c) (as applicable) below is achieved, then CStone will pay to Blueprint a separate Sales Milestone Payment with respect to each such Sales Milestone Payment that is achieved for the first time in such Calendar Year.", "references": ["Submission To Jurisdiction", "Applicable Laws", "Base Salary", "Participations", "Titles", "Authorizations", "Fees", "Interests", "Venues", "Assigns", "Solvency", "Governing Laws", "Binding Effects", "Construction", "Interpretations", "Closings", "Miscellaneous", "Vacations", "Severability", "Erisa", "Use Of Proceeds", "Amendments", "Disclosures", "Entire Agreements", "Qualifications", "Tax Withholdings", "Books", "Cooperation", "Counterparts", "Sanctions", "Payments"], "gold": ["Payments"]}
+{"input": "THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN TORT OR OTHERWISE) BASED ON, ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS).", "references": ["Expenses", "No Conflicts", "Releases", "Further Assurances", "Notices", "Transactions With Affiliates", "Records", "Compliance With Laws", "Integration", "Disability", "Remedies", "Cooperation", "Erisa", "Warranties", "Change In Control", "Tax Withholdings", "Withholdings", "Liens", "Payments", "Employment", "No Defaults", "Publicity", "Books", "Consents", "Subsidiaries", "Entire Agreements", "Positions", "Binding Effects", "Representations", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Junior Claimant (and the Junior Representative therefor) agrees that the provisions of this Article X shall be enforceable against it under all circumstances, including without limitation in any proceeding referred to in Sections\u00a04.01(e)\u00a0and\u00a04.01(f).", "references": ["Participations", "Withholdings", "Waivers", "Consent To Jurisdiction", "Assigns", "Duties", "Death", "Miscellaneous", "Integration", "Entire Agreements", "Survival", "Insurances", "Successors", "Indemnifications", "Fees", "Confidentiality", "Tax Withholdings", "Enforceability", "Disclosures", "Interpretations", "Compliance With Laws", "Organizations", "Venues", "Forfeitures", "General", "Existence", "Remedies", "Expenses", "Releases", "Titles", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The rights and remedies of Lessor and Lessee applicable as a result of a termination of this Lease, including, without limitation, the right to indemnification provided for in this Lease, shall survive such termination.", "references": ["Benefits", "Definitions", "Death", "Terminations", "Powers", "Non-Disparagement", "Successors", "Authority", "Financial Statements", "Change In Control", "Severability", "Titles", "Compliance With Laws", "Sales", "No Conflicts", "General", "Effective Dates", "Costs", "Waiver Of Jury Trials", "Capitalization", "Books", "Venues", "Litigations", "Taxes", "Assignments", "Qualifications", "Notices", "Headings", "Agreements", "Forfeitures", "Survival"], "gold": ["Survival"]}
+{"input": "Failure by either party at any time to require performance by the other party to claim a breach of any provision of this Agreement will not be construed as a waiver of any right accruing hereunder, not will it affect any subsequent breach or the effectiveness of this Agreement or any part hereof, or prejudice either party as regards any subsequent action. A waiver of any right accruing to either party pursuant to this Agreement shall not be effective unless given in writing.", "references": ["Base Salary", "Confidentiality", "Submission To Jurisdiction", "Jurisdictions", "Arbitration", "Titles", "Definitions", "Change In Control", "Construction", "Terminations", "Sales", "Books", "Venues", "Intellectual Property", "Remedies", "Anti-Corruption Laws", "Capitalization", "Subsidiaries", "Binding Effects", "Survival", "Indemnity", "Employment", "Compliance With Laws", "Interests", "General", "Successors", "Assigns", "Powers", "Vacations", "Records", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns .", "references": ["Powers", "Notices", "Litigations", "Definitions", "Severability", "Counterparts", "Forfeitures", "Releases", "Submission To Jurisdiction", "Brokers", "No Conflicts", "Intellectual Property", "Capitalization", "Successors", "Participations", "Construction", "Sanctions", "Books", "Entire Agreements", "Base Salary", "Records", "Representations", "Organizations", "Vacations", "General", "Liens", "Transactions With Affiliates", "Survival", "No Waivers", "Expenses", "Assignments"], "gold": ["Assignments"]}
+{"input": "THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN\u00a0 ACCORDANCE\u00a0 WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["Existence", "Defined Terms", "Change In Control", "Binding Effects", "Adjustments", "Terms", "Submission To Jurisdiction", "Capitalization", "Applicable Laws", "Notices", "Representations", "Authorizations", "Approvals", "Closings", "Assignments", "Releases", "Employment", "Expenses", "Definitions", "Arbitration", "Successors", "Erisa", "Severability", "Tax Withholdings", "Disclosures", "No Defaults", "Use Of Proceeds", "Survival", "Forfeitures", "General", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "On December 12, 2018, Borrower agrees to pay a Loan Fee in the amount of Five Hundred \u00a0and 00/100 Dollars ($500.00) which sum represents a three (3) month pro-rated portion of the annual fee due.", "references": ["Intellectual Property", "Transactions With Affiliates", "Anti-Corruption Laws", "Integration", "Compliance With Laws", "Venues", "Waiver Of Jury Trials", "Positions", "Further Assurances", "Vesting", "Tax Withholdings", "Successors", "Definitions", "Litigations", "Releases", "Death", "Brokers", "Confidentiality", "Survival", "Liens", "Headings", "Powers", "Publicity", "Governing Laws", "Authorizations", "Defined Terms", "Vacations", "Waivers", "Modifications", "Effective Dates", "Fees"], "gold": ["Fees"]}
+{"input": "(%2) Subject to the provisions of this Section\u00a03, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until the dates (the \u201c Vesting Date \u201d) set forth in the vesting schedule attached hereto as Exhibit A (the \u201c Vesting Schedule \u201d), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date.", "references": ["Interests", "No Defaults", "Qualifications", "Publicity", "Effective Dates", "Tax Withholdings", "Solvency", "Compliance With Laws", "Transactions With Affiliates", "Modifications", "Sales", "Anti-Corruption Laws", "Change In Control", "Withholdings", "Expenses", "Indemnifications", "Construction", "Disability", "Counterparts", "No Waivers", "Miscellaneous", "Effectiveness", "Terminations", "Severability", "Benefits", "Amendments", "Enforcements", "Base Salary", "Litigations", "Definitions", "Vesting"], "gold": ["Vesting"]}
+{"input": "None of the PNG Parties has incurred, directly or indirectly, any Liability for brokerage or finders\u2019 fees or agents\u2019 commissions or any similar charges in connection with the consummation of the transactions contemplated hereunder.", "references": ["Death", "Severability", "Consents", "Headings", "Definitions", "Capitalization", "Sanctions", "Litigations", "Counterparts", "Integration", "Specific Performance", "Employment", "Authorizations", "Positions", "Assignments", "Jurisdictions", "Organizations", "Indemnity", "Defined Terms", "Enforceability", "Amendments", "Payments", "Participations", "Qualifications", "Further Assurances", "Remedies", "Disability", "Releases", "Use Of Proceeds", "Records", "Brokers"], "gold": ["Brokers"]}
+{"input": "(a)\u00a0Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC as the \u201cAdministrator\u201d hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law.", "references": ["Warranties", "General", "Qualifications", "No Waivers", "Enforceability", "Modifications", "Intellectual Property", "Use Of Proceeds", "No Conflicts", "Cooperation", "Miscellaneous", "Remedies", "Existence", "Effectiveness", "Governing Laws", "Terms", "Disclosures", "Positions", "Enforcements", "Powers", "Binding Effects", "Subsidiaries", "Headings", "Fees", "Severability", "Brokers", "Waiver Of Jury Trials", "Integration", "Arbitration", "Jurisdictions", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient\u2019s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: One Madison Corporation, 3 East 28th Street, 8th Floor, New York, New York 10016, Attn: David Murgio, Secretary, email: dmurgio@onemadisongroup.com , with a copy to the Company\u2019s counsel at: Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Attn: Deanna L. Kirkpatrick, Esq., email: deanna.kirkpatrick@davispolk.com , fax: (212) 701-5135, and John B. Meade, Esq., email: john.meade@davispolk.com , fax: (212) 701-5077, and Lee Hochbaum, Esq., email: lee.hochbaum@davispolk.com, fax (212) 701-5736.", "references": ["Solvency", "Defined Terms", "Governing Laws", "Brokers", "Qualifications", "Submission To Jurisdiction", "Capitalization", "Vacations", "Compliance With Laws", "Severability", "Titles", "No Defaults", "Successors", "Disability", "Authority", "Organizations", "Books", "Liens", "Sales", "Existence", "Waiver Of Jury Trials", "Waivers", "Modifications", "Amendments", "Benefits", "Insurances", "Litigations", "Integration", "Disclosures", "Jurisdictions", "Notices"], "gold": ["Notices"]}
+{"input": "(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Lender\u2019s Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender\u2019s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure.\u00a0\u00a0Accrued commitment fees shall be payable in arrears on the fifteenth Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand.\u00a0\u00a0All commitment fees shall be computed on the basis of a year of 360\u00a0days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Withholdings", "Closings", "Releases", "Indemnifications", "Approvals", "No Waivers", "Modifications", "Erisa", "Forfeitures", "Records", "Waiver Of Jury Trials", "Adjustments", "Duties", "Interests", "Counterparts", "Consents", "Expenses", "Assigns", "Costs", "Construction", "Integration", "Anti-Corruption Laws", "Warranties", "Specific Performance", "Authorizations", "Death", "Confidentiality", "Assignments", "Effectiveness", "Employment", "Fees"], "gold": ["Fees"]}
+{"input": "This Lease and the other Transaction Documents constitutes a legal, valid, and binding obligation of each Tenant Entity enforceable in accordance with its terms.", "references": ["Participations", "Positions", "Financial Statements", "Liens", "Payments", "Venues", "Entire Agreements", "Authorizations", "Successors", "Interpretations", "Erisa", "Indemnifications", "Assignments", "Submission To Jurisdiction", "Vacations", "Integration", "No Defaults", "Anti-Corruption Laws", "Governing Laws", "Litigations", "Amendments", "Sales", "Capitalization", "Non-Disparagement", "Duties", "Waiver Of Jury Trials", "Waivers", "Representations", "Withholdings", "Jurisdictions", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The Company is authorized to withhold from any stock award granted, any payment relating to an award under the Plan, including from a distribution of stock, or any payroll or other payment to an employee, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an award, and to take such other action as the Commit- tee may deem advisable to enable the Company and employee to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any award. However, this authority shall not include withholding of taxes above the statutorily required withholding amounts where such excess withholding would result in an earnings charge to the Company under U. S. Generally Accepted Accounting Principles.", "references": ["Compliance With Laws", "Withholdings", "Death", "Jurisdictions", "Existence", "Titles", "Assigns", "Qualifications", "Waivers", "Expenses", "Approvals", "Authority", "Subsidiaries", "Enforcements", "Payments", "Enforceability", "No Conflicts", "Capitalization", "Interests", "Notices", "Vesting", "Financial Statements", "Effectiveness", "Representations", "Litigations", "Solvency", "Disclosures", "Records", "Forfeitures", "Vacations", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until all of the events described in the last sentence of Section \u00a02.1(d) hereof have occurred.", "references": ["Effective Dates", "Sanctions", "Miscellaneous", "Binding Effects", "Fees", "Death", "Payments", "Authorizations", "Successors", "Confidentiality", "Sales", "Disclosures", "Enforceability", "Non-Disparagement", "Interests", "Headings", "Authority", "Taxes", "Transactions With Affiliates", "Severability", "Existence", "Indemnity", "Further Assurances", "Powers", "Positions", "Base Salary", "Amendments", "Financial Statements", "Warranties", "Notices", "Terminations"], "gold": ["Terminations"]}
+{"input": "This agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio.", "references": ["Non-Disparagement", "Assigns", "Successors", "Forfeitures", "Assignments", "Agreements", "Withholdings", "Erisa", "Warranties", "Costs", "Employment", "Jurisdictions", "Remedies", "Intellectual Property", "Transactions With Affiliates", "Venues", "Survival", "Miscellaneous", "Approvals", "Financial Statements", "Adjustments", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Authority", "Organizations", "Binding Effects", "Arbitration", "Confidentiality", "Duties", "Disclosures", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any employing company required to make payments under the Plan shall deduct and withhold from any such payment all amounts which its officers believe in good faith it is required to deduct or withhold pursuant to the laws of any jurisdiction whatsoever or, in the event that any such payment shall be made in securities, shall require that arrangements satisfactory to such employing company be made for the payment of all such amounts before such securities are delivered. Except as otherwise required to comply with Section 409A of the Code, no employing company shall be required to pay any amount to the beneficiary or legal representatives of any former participant until such beneficiary or legal representatives shall have furnished evidence satisfactory to such employing company of the payment or provision for the payment of all estate, transfer, inheritance and death taxes, if any, which may be payable with respect thereto.", "references": ["Submission To Jurisdiction", "Governing Laws", "Participations", "Compliance With Laws", "Financial Statements", "Modifications", "Records", "Withholdings", "Applicable Laws", "Enforceability", "General", "Defined Terms", "Severability", "Notices", "Assignments", "Amendments", "Litigations", "Authorizations", "Terminations", "Expenses", "Consents", "Transactions With Affiliates", "Remedies", "Sanctions", "Capitalization", "Authority", "Base Salary", "Insurances", "Positions", "Construction", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "This Agreement, and any disputes or controversies arising hereunder, shall be construed and enforced in accordance with and governed by the internal laws of the State of Delaware other than principles of law that would apply the law of another jurisdiction.", "references": ["Vacations", "Withholdings", "Defined Terms", "Survival", "Waivers", "Entire Agreements", "Counterparts", "Base Salary", "Existence", "Insurances", "Sanctions", "Approvals", "Compliance With Laws", "Enforcements", "Duties", "Solvency", "Assigns", "Closings", "Construction", "Organizations", "Successors", "Records", "Benefits", "Disclosures", "Venues", "Taxes", "Terms", "Binding Effects", "Litigations", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any term, provision, covenant, or condition of this Agreement (the \"Provision\") is held by an arbitrator or a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and in no way shall be affected, impaired, or invalidated. If possible, the Provision shall remain in effect but shall be modified by the court or arbitrator only to the extent necessary to make it reasonable.", "references": ["Solvency", "Terms", "Specific Performance", "Consent To Jurisdiction", "Counterparts", "Brokers", "Expenses", "Survival", "Consents", "Applicable Laws", "General", "Venues", "Representations", "Compliance With Laws", "No Defaults", "Enforceability", "Erisa", "Financial Statements", "Benefits", "Interpretations", "No Waivers", "Amendments", "Approvals", "Further Assurances", "Assignments", "Successors", "Existence", "Vacations", "Effectiveness", "Powers", "Severability"], "gold": ["Severability"]}
+{"input": "Each Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order from a court or other competent authority for any Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, to the extent that a Party took an action inconsistent with this Agreement or failed to take action consistent with this Agreement or required by this Agreement pursuant to such order, such Party shall not incur any liability or obligation unless such Party did not in good faith seek to resist or object to the imposition or entering of such order.", "references": ["Headings", "Counterparts", "Brokers", "Construction", "Jurisdictions", "Enforcements", "Effectiveness", "Solvency", "Disability", "Successors", "Vacations", "Change In Control", "Base Salary", "Cooperation", "Amendments", "Specific Performance", "Qualifications", "Non-Disparagement", "Venues", "Benefits", "Indemnity", "Litigations", "Miscellaneous", "Warranties", "Subsidiaries", "Death", "No Conflicts", "Applicable Laws", "Financial Statements", "Consents", "Severability"], "gold": ["Severability"]}
+{"input": "The Guarantor agrees that the provisions of Section\u00a02.14 shall be applicable, mutatis mutandis , to all payments required to be made by the Guarantor under the Guaranty, as if each reference in such Section to the Borrower were a reference to the Guarantor.", "references": ["Fees", "Miscellaneous", "Submission To Jurisdiction", "Binding Effects", "Authority", "Effective Dates", "Remedies", "Base Salary", "Governing Laws", "Solvency", "Entire Agreements", "Terms", "Use Of Proceeds", "Venues", "Publicity", "Modifications", "Successors", "Liens", "Qualifications", "Capitalization", "Jurisdictions", "No Defaults", "Transactions With Affiliates", "Approvals", "Intellectual Property", "Effectiveness", "Death", "Costs", "Disability", "Adjustments", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each Credit Party will maintain in effect and enforce policies and procedures designed to ensure compliance by each Credit Party, their Subsidiaries, and their respective directors, officers, employees and agents with Anti-Corruption Laws and Sanctions.", "references": ["Taxes", "Integration", "Consent To Jurisdiction", "Agreements", "Brokers", "Capitalization", "Vacations", "Liens", "Terms", "Construction", "Base Salary", "Benefits", "Confidentiality", "Tax Withholdings", "Non-Disparagement", "Disclosures", "Binding Effects", "Definitions", "Indemnifications", "Interests", "Death", "Payments", "Notices", "Expenses", "Disability", "Qualifications", "Applicable Laws", "Costs", "Approvals", "Authority", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other agreement or restriction of any kind or character to which such shareholders are a party or by which such shareholders are bound.", "references": ["Modifications", "Costs", "Defined Terms", "General", "Fees", "Notices", "Integration", "Successors", "Qualifications", "Benefits", "Vesting", "Waivers", "Authorizations", "Counterparts", "Terms", "Litigations", "Death", "Submission To Jurisdiction", "Duties", "Interpretations", "Terminations", "Tax Withholdings", "Definitions", "Representations", "Vacations", "Taxes", "Further Assurances", "Non-Disparagement", "Employment", "Base Salary", "Agreements"], "gold": ["Agreements"]}
+{"input": "EACH OF HOLDINGS, THE BORROWERS AND THE L/C LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE OTHER LOAN DOCUMENTS OR THE ACTIONS OF THE AGENT, THE ISSUING BANK OR ANY L/C LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.", "references": ["Agreements", "Liens", "Authorizations", "Consent To Jurisdiction", "Records", "Erisa", "Effective Dates", "Headings", "Insurances", "Existence", "Costs", "Disclosures", "Compliance With Laws", "Sanctions", "Intellectual Property", "Vesting", "Non-Disparagement", "Use Of Proceeds", "Litigations", "Disability", "Employment", "Expenses", "Assignments", "Further Assurances", "Submission To Jurisdiction", "Sales", "Subsidiaries", "Approvals", "Arbitration", "Closings", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "No delay or failure on the part of the Sellers\u2019 Representative in the exercise of any right or remedy, for and on behalf of the Sellers, shall operate as a waiver thereof, and no single or partial exercise by the Sellers\u2019 Representative, for and on behalf of the Sellers, of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and signed by Buyer and the Sellers beneficially entitled to at least a majority of the principal amount outstanding under this Note. Buyer hereby waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note.", "references": ["Closings", "Terminations", "Records", "Payments", "Consent To Jurisdiction", "Change In Control", "Fees", "Forfeitures", "Books", "Specific Performance", "Tax Withholdings", "Submission To Jurisdiction", "Agreements", "Compliance With Laws", "Successors", "Severability", "Indemnifications", "Sales", "Base Salary", "Warranties", "Anti-Corruption Laws", "Approvals", "Venues", "Publicity", "Expenses", "Counterparts", "Terms", "Survival", "Representations", "Waiver Of Jury Trials", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter addressed herein and entirely and completely supersedes, voids and replaces all agreements, negotiations, understandings and representations (whether written or oral) in existence between the parties as of the Effective Date and relating to the same subject matter.", "references": ["No Waivers", "Taxes", "Modifications", "Sales", "Waivers", "Counterparts", "Litigations", "Adjustments", "Amendments", "Insurances", "Miscellaneous", "Binding Effects", "Integration", "Successors", "Payments", "Interpretations", "Applicable Laws", "Consents", "Warranties", "Terms", "Assignments", "Erisa", "Sanctions", "Records", "Tax Withholdings", "Terminations", "Jurisdictions", "Consent To Jurisdiction", "Venues", "Cooperation", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.", "references": ["Taxes", "Representations", "Further Assurances", "Base Salary", "Venues", "Duties", "Intellectual Property", "No Defaults", "Effective Dates", "Miscellaneous", "Tax Withholdings", "Subsidiaries", "Fees", "Brokers", "Releases", "Approvals", "Defined Terms", "Withholdings", "General", "Severability", "Qualifications", "Existence", "Erisa", "Organizations", "Sanctions", "Positions", "Applicable Laws", "Enforcements", "Powers", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Tenant represents and warrants to Landlord that other than Cresa of Salt Lake City (\u201c Tenant\u2019s Broker \u201d), \u00a0 it has not engaged any broker, finder or other person who would be entitled to any commission or fees in respect of the negotiation, execution or delivery of this Amendment and shall indemnify, defend and hold harmless Landlord against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any such broker, finder or other person (other than Tenant\u2019s Broker) on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Tenant. The provisions of this section shall not apply to brokers with whom Landlord has an express written broker agreement.", "references": ["Participations", "Non-Disparagement", "Applicable Laws", "Entire Agreements", "Successors", "Construction", "Waivers", "Change In Control", "Definitions", "Forfeitures", "General", "Disability", "Modifications", "Death", "Qualifications", "Effective Dates", "Cooperation", "Assignments", "Existence", "Consents", "Positions", "Organizations", "Tax Withholdings", "Assigns", "Capitalization", "Subsidiaries", "Waiver Of Jury Trials", "Survival", "Erisa", "Withholdings", "Brokers"], "gold": ["Brokers"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.\u00a0 If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit.\u00a0 A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Commitment, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit and (iv) subject to Sections 2.04 and 2.11(b), the Dollar amount of the LC Exposure of any individual Issuing Bank shall not exceed $50,000,000 (unless otherwise agreed to by such Issuing Bank, the Administrative Agent and the Borrower).", "references": ["Indemnifications", "Employment", "Tax Withholdings", "Applicable Laws", "Base Salary", "Expenses", "Adjustments", "Miscellaneous", "Brokers", "Approvals", "Enforceability", "Qualifications", "Organizations", "Existence", "Compliance With Laws", "Effectiveness", "Remedies", "Terms", "Further Assurances", "Duties", "Effective Dates", "Interests", "No Defaults", "Consents", "Change In Control", "Assigns", "Specific Performance", "Benefits", "Waivers", "Governing Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "The headings appearing at the beginning of the numbered Articles and at the beginning of paragraphs have been inserted for convenience only and do not constitute any part of this Agreement.", "references": ["Effective Dates", "Organizations", "Definitions", "Construction", "Authorizations", "Severability", "Intellectual Property", "Liens", "Adjustments", "No Waivers", "Counterparts", "Insurances", "Disability", "Vesting", "Anti-Corruption Laws", "Agreements", "Terms", "Withholdings", "Enforceability", "Disclosures", "Amendments", "Change In Control", "Terminations", "Approvals", "Binding Effects", "Duties", "Publicity", "Effectiveness", "Integration", "Compliance With Laws", "Titles"], "gold": ["Titles"]}
+{"input": "Except as otherwise provided herein, all capitalized undefined terms used in this Agreement (including, without limitation, in the introductory paragraph and the preliminary statements hereto) shall have the meanings assigned thereto in the Credit Agreement.", "references": ["Anti-Corruption Laws", "Interpretations", "No Defaults", "Sanctions", "Benefits", "No Conflicts", "Brokers", "Successors", "Base Salary", "Withholdings", "Books", "Counterparts", "Consents", "Costs", "Non-Disparagement", "Records", "Payments", "Survival", "Authority", "Modifications", "Applicable Laws", "Positions", "Sales", "Assigns", "Entire Agreements", "Governing Laws", "Change In Control", "Headings", "Financial Statements", "Tax Withholdings", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Company was formed by the execution and filing of the Certificate. The term of the Company commenced upon the filing of the Certificate and shall continue in perpetuity until the dissolution and termination of the Company in accordance with the provisions of Article VII.", "references": ["Applicable Laws", "Counterparts", "No Waivers", "Insurances", "Interests", "Assigns", "Closings", "Base Salary", "Use Of Proceeds", "Indemnifications", "Integration", "Waiver Of Jury Trials", "Disclosures", "Construction", "Forfeitures", "Assignments", "Erisa", "Withholdings", "Authorizations", "Adjustments", "Employment", "Subsidiaries", "Submission To Jurisdiction", "Capitalization", "Organizations", "Enforceability", "Cooperation", "No Conflicts", "Definitions", "Solvency", "Terms"], "gold": ["Terms"]}
+{"input": "The Borrower and the Lender hereby (a) irrevocably and unconditionally waive the right to a trial by jury in any action or proceeding or counterclaim of any type as to any matter arising directly or indirectly out of or with respect to this Note or any of the other Credit Documents or any other document executed in connection herewith or therewith and (b) agree that either party may file a copy of this Note with any court as written evidence of the knowing, voluntary and bargained for agreement between the parties irrevocably to waive trial by jury, and that any dispute or controversy of any kind whatsoever between them shall instead be tried in a court of competent jurisdiction by a judge sitting without a jury.", "references": ["Vesting", "Integration", "Releases", "Costs", "Cooperation", "Organizations", "Modifications", "Closings", "No Defaults", "Financial Statements", "Amendments", "Transactions With Affiliates", "Agreements", "No Waivers", "Erisa", "Enforceability", "Positions", "Duties", "Survival", "Severability", "Headings", "Consent To Jurisdiction", "Publicity", "Employment", "Authorizations", "Sanctions", "Counterparts", "Non-Disparagement", "Capitalization", "Waivers", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "For purposes of this Section \u00a05.03 , Section \u00a05.04 and Section \u00a05.05 , the term \u201cLender\u201d includes any Issuing Bank and the term \u201capplicable law\u201d includes FATCA.", "references": ["No Conflicts", "Powers", "Miscellaneous", "Use Of Proceeds", "Solvency", "Records", "Expenses", "Sales", "Enforceability", "Sanctions", "Arbitration", "Confidentiality", "Cooperation", "Organizations", "Construction", "Liens", "Interpretations", "Assignments", "Remedies", "Terminations", "Qualifications", "Disability", "Applicable Laws", "Entire Agreements", "Representations", "Further Assurances", "Modifications", "Integration", "Litigations", "Erisa", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "No broker, investment banker or other Person is entitled to any brokers\u2019, finders\u2019 or other similar finder\u2019s fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Seller Party, the Sold Entity any Sold Entity Subsidiary or any Affiliate thereof.", "references": ["Forfeitures", "Solvency", "No Conflicts", "Indemnifications", "Erisa", "Survival", "Authority", "Powers", "Notices", "Warranties", "Severability", "Liens", "Death", "Expenses", "Applicable Laws", "Positions", "Modifications", "Waivers", "Consent To Jurisdiction", "Governing Laws", "Litigations", "Costs", "Benefits", "No Defaults", "Disability", "Existence", "Tax Withholdings", "Change In Control", "Vesting", "Definitions", "Brokers"], "gold": ["Brokers"]}
+{"input": "ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH LOAN PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "references": ["Definitions", "Releases", "Brokers", "Intellectual Property", "Benefits", "Defined Terms", "Agreements", "Severability", "Employment", "Enforceability", "Terminations", "Participations", "Waiver Of Jury Trials", "Non-Disparagement", "Headings", "Terms", "Assigns", "Costs", "Sanctions", "No Conflicts", "Compliance With Laws", "Anti-Corruption Laws", "Titles", "Insurances", "Disability", "Venues", "No Defaults", "Capitalization", "Waivers", "Base Salary", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "Within 1 business day of Investor providing a Purchase Notice to Company, Investor shall wire to Company the Purchase Price of the shares that Investor has purchased pursuant to Investor\u2019s Purchase Notice (each such payment a \u201cPayment\u201d).", "references": ["Assignments", "Organizations", "Insurances", "Solvency", "Participations", "Non-Disparagement", "Fees", "Severability", "Erisa", "Submission To Jurisdiction", "No Waivers", "Base Salary", "Counterparts", "Entire Agreements", "Indemnity", "Forfeitures", "Tax Withholdings", "Waiver Of Jury Trials", "Effective Dates", "Applicable Laws", "Consent To Jurisdiction", "Duties", "Warranties", "Indemnifications", "Terminations", "Arbitration", "Agreements", "Modifications", "Withholdings", "Qualifications", "Payments"], "gold": ["Payments"]}
+{"input": "Executive acknowledges and agrees that each of the Protective Covenants is reasonable and valid in time and scope and in all other respects and is no greater than necessary to protect Pier 1 Imports\u2019 legitimate business interests. The parties agree that it is their intention that the Protective Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Protective Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Protective Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Protective Covenant. If any of the provisions of the Protective Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of Pier 1 Imports\u2019 legitimate business interests and may be enforced by Pier 1 Imports to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.", "references": ["Costs", "Fees", "Positions", "Jurisdictions", "Participations", "Effectiveness", "No Defaults", "Further Assurances", "Binding Effects", "Submission To Jurisdiction", "Vacations", "Existence", "Disclosures", "Survival", "Solvency", "No Waivers", "Forfeitures", "Employment", "Closings", "Consent To Jurisdiction", "Authorizations", "Titles", "Defined Terms", "Sales", "Brokers", "Waiver Of Jury Trials", "Non-Disparagement", "Assigns", "Approvals", "Applicable Laws", "Severability"], "gold": ["Severability"]}
+{"input": "The validity, construction and effect of this Agreement shall be governed by the internal laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.", "references": ["Enforceability", "Use Of Proceeds", "Fees", "Amendments", "Existence", "Waivers", "Records", "Participations", "Assigns", "Binding Effects", "Representations", "Further Assurances", "Terms", "Capitalization", "Enforcements", "Approvals", "Modifications", "Employment", "Anti-Corruption Laws", "Consents", "Transactions With Affiliates", "Death", "Organizations", "Confidentiality", "Brokers", "Successors", "Disability", "Defined Terms", "Integration", "Effectiveness", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In the event that the Company determines that any amounts payable hereunder will be taxable to Executive under Section\u00a0409A prior to payment to Executive, then the Company may (%4)\u00a0adopt amendments to this Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided hereunder and/or (%4)\u00a0take such other actions as the Company determines necessary or appropriate to avoid the imposition of tax under Section\u00a0409A.", "references": ["Specific Performance", "Payments", "Expenses", "Jurisdictions", "Enforcements", "Governing Laws", "Publicity", "Sanctions", "Liens", "Disclosures", "Venues", "Modifications", "Releases", "Enforceability", "Costs", "Disability", "Change In Control", "Effectiveness", "Forfeitures", "Non-Disparagement", "Applicable Laws", "Books", "Participations", "Anti-Corruption Laws", "Headings", "Consents", "No Waivers", "Vacations", "Brokers", "Powers", "Amendments"], "gold": ["Amendments"]}
+{"input": "The section headings herein are for convenience only and shall not be considered in construing this Award Agreement.", "references": ["General", "Taxes", "Terminations", "Cooperation", "Effective Dates", "Transactions With Affiliates", "Construction", "Notices", "Subsidiaries", "Further Assurances", "Warranties", "Fees", "Governing Laws", "Solvency", "Miscellaneous", "Assignments", "Base Salary", "Sales", "Binding Effects", "Arbitration", "Insurances", "Successors", "Releases", "Specific Performance", "Compliance With Laws", "Brokers", "Enforceability", "Organizations", "Adjustments", "Liens", "Headings"], "gold": ["Headings"]}
+{"input": "Any payments and reimbursements due to the Issuing Lenders hereunder shall be remitted to the Administrative Agent which shall, in turn, remit such funds to the applicable Issuing Lender.", "references": ["Participations", "Enforceability", "Base Salary", "Duties", "Records", "Successors", "Positions", "Terminations", "Qualifications", "Miscellaneous", "Indemnity", "Withholdings", "Defined Terms", "Effective Dates", "Releases", "Intellectual Property", "Erisa", "Waiver Of Jury Trials", "Further Assurances", "Jurisdictions", "Use Of Proceeds", "Interpretations", "Sales", "Tax Withholdings", "Agreements", "Enforcements", "Anti-Corruption Laws", "Governing Laws", "Titles", "Litigations", "Payments"], "gold": ["Payments"]}
+{"input": "All of the Borrower\u2019s obligations under this Article\u00a0III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date.", "references": ["Interests", "Assigns", "Withholdings", "Authority", "Effective Dates", "Miscellaneous", "Base Salary", "Defined Terms", "Powers", "Waiver Of Jury Trials", "Capitalization", "Enforcements", "Cooperation", "Adjustments", "Remedies", "Transactions With Affiliates", "Confidentiality", "Insurances", "Brokers", "Duties", "Books", "Approvals", "Taxes", "Releases", "Headings", "Agreements", "Financial Statements", "Titles", "Litigations", "Warranties", "Survival"], "gold": ["Survival"]}
+{"input": "The Initial Lenders\u2019 obligation hereunder to enter into the Loan Documents and fund the initial Loans on or after the Closing Date shall terminate automatically and immediately upon the earliest to occur of (i)\u00a0the effectiveness on the Closing Date of the Loan Documents in accordance with the Term Sheet, at which time the respective commitments of the Initial Lenders hereunder shall be replaced with the respective commitments of the Initial Lenders under the Loan Documents, (ii)\u00a0February\u00a015, 2019 and (iii)\u00a0the date that a third party acquires all of the capital stock of the Company through merger, purchase or otherwise. Upon such termination pursuant to this Section \u00a02 , the Initial Lenders shall not have any further obligation or liability hereunder with respect to the Commitment, provided , however that notwithstanding such termination, Sections 4 , 5 , 6 , 7 , 8 and 12 shall survive such termination. Notwithstanding any provision hereof to the contrary, the provisions of the Term Sheet set forth under \u201cRight to Fund\u201d and \u201cExit Fees\u201d shall become effective immediately upon the effectiveness of this letter (whether or not the Loan Documents are executed) and shall remain effective notwithstanding the termination of this letter (unless expressly replaced by provisions of the Loan Documents providing for the rights set forth therein) or the Commitment.", "references": ["Sales", "Adjustments", "Forfeitures", "Disability", "Confidentiality", "Solvency", "Jurisdictions", "Base Salary", "Insurances", "Enforceability", "Miscellaneous", "Positions", "Agreements", "Records", "Litigations", "Indemnifications", "Powers", "Costs", "Venues", "Vacations", "Assignments", "Non-Disparagement", "Tax Withholdings", "Compliance With Laws", "No Conflicts", "Counterparts", "Financial Statements", "Authority", "Assigns", "Vesting", "Terminations"], "gold": ["Terminations"]}
+{"input": "The execution, delivery and performance of this Property Management Agreement has been duly authorized by all necessary action on the part of the Property Manager.", "references": ["Compliance With Laws", "Disclosures", "Powers", "Anti-Corruption Laws", "Binding Effects", "Employment", "Defined Terms", "Organizations", "Vacations", "Severability", "Jurisdictions", "Qualifications", "Integration", "Sanctions", "Books", "General", "Terms", "Sales", "Governing Laws", "Amendments", "Indemnity", "Existence", "Modifications", "Entire Agreements", "Specific Performance", "Remedies", "Vesting", "No Defaults", "Forfeitures", "Death", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "No representation or warranty by the Seller or the Owner, as applicable, in this Agreement, and no statement or certificate furnished or to be furnished by or on behalf of the Seller or the Owner to the Buyer pursuant to this Agreement or in connection with this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements herein or therein, not misleading. The Seller has made available to Buyer all the information reasonably available that would be reasonably expected to be material to a decision to acquire the Purchased Contracts. There is no fact required to be disclosed herein that has not been disclosed herein to the Buyer and which could have a Material Adverse Effect.\u00a0 The projections provided to the Buyer by the Seller were prepared in good faith from the best information available to the Seller as of the date hereof and the Seller has no reason to believe that such projections are not reasonable in light of the Seller's current circumstances.", "references": ["Withholdings", "Authorizations", "No Waivers", "Organizations", "Assignments", "Disability", "Litigations", "Integration", "No Defaults", "Entire Agreements", "Capitalization", "Anti-Corruption Laws", "Terms", "Books", "Miscellaneous", "Representations", "No Conflicts", "Fees", "Compliance With Laws", "Benefits", "Vesting", "Confidentiality", "Counterparts", "Transactions With Affiliates", "Specific Performance", "Enforcements", "Brokers", "Waivers", "Releases", "Financial Statements", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The execution and delivery of and performance by it of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or other action on the part of the Shareholder.", "references": ["Publicity", "Miscellaneous", "Submission To Jurisdiction", "Confidentiality", "No Defaults", "Releases", "Solvency", "Intellectual Property", "Successors", "Remedies", "Vesting", "Vacations", "Warranties", "Records", "Counterparts", "Sanctions", "Participations", "Closings", "Death", "Benefits", "Notices", "Non-Disparagement", "Construction", "Existence", "Disability", "Further Assurances", "Approvals", "General", "Withholdings", "Tax Withholdings", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party hereto or thereto, as applicable. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, by general principles of equity and principles of good faith and fair dealing.", "references": ["Disclosures", "Effectiveness", "Books", "Cooperation", "Terminations", "Withholdings", "Jurisdictions", "Qualifications", "Closings", "Tax Withholdings", "Authorizations", "Severability", "Releases", "Amendments", "Headings", "Arbitration", "Payments", "Disability", "Interpretations", "Vacations", "Applicable Laws", "Authority", "General", "Interests", "Waivers", "Taxes", "Benefits", "Notices", "Change In Control", "Integration", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section\u00a08. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.", "references": ["Construction", "Participations", "No Defaults", "Consent To Jurisdiction", "Financial Statements", "Effective Dates", "Integration", "Venues", "Liens", "Anti-Corruption Laws", "Terms", "Base Salary", "Survival", "Employment", "Organizations", "Waivers", "Sanctions", "Agreements", "Benefits", "Notices", "Further Assurances", "Confidentiality", "Authorizations", "Books", "Titles", "Assigns", "Defined Terms", "Use Of Proceeds", "Brokers", "Change In Control", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement and the Plan contain the entire understanding of the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation, the Plan, supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof and the subject matter set forth in the Plan. Except as may be specifically provided for herein, this Agreement may not be amended in any respect except by a writing signed by both parties hereto.", "references": ["Powers", "Publicity", "No Waivers", "Duties", "Titles", "Amendments", "Confidentiality", "Records", "General", "Payments", "Capitalization", "Litigations", "Employment", "Sanctions", "Participations", "Withholdings", "Authorizations", "Positions", "Arbitration", "Consent To Jurisdiction", "Qualifications", "Cooperation", "Erisa", "Authority", "Compliance With Laws", "Brokers", "Financial Statements", "Indemnity", "Further Assurances", "Modifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each of the Administrative Agent, each Letter of Credit Issuer and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party; provided that nothing herein shall prevent the Administrative Agent, any Letter of Credit Issuer or any Lender from disclosing any such information (a)\u00a0to the Administrative Agent, any other Letter of Credit Issuer, any other Lender or any Affiliate of any of the foregoing who are informed of the confidential nature of such information and agree to keep such information confidential, (b) \u00a0subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee (other than any Person that the Borrower has affirmatively declined to provide its consent to the assignment thereof) or any Person invited to be a Lender pursuant to Section\u00a02.14 or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) \u00a0to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates who are informed of the confidential nature of such information and agree to keep such information confidential, (d) \u00a0upon the request or demand of any Governmental Authority, (e) \u00a0in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) \u00a0if requested or required to do so in connection with any litigation or similar proceeding, (g) \u00a0that has been publicly disclosed other than as a result of a breach of this Section or other confidentiality obligation owed by the Administrative Agent, the applicable Letter of Credit Issuer or the applicable Lender, as the case may be, to any Loan Party or any of its Affiliates, (h) \u00a0in connection with the exercise of any remedy hereunder or under any other Loan Document, (i) \u00a0on a confidential basis to any rating agency in connection with rating the Company, the Borrower or their Subsidiaries or the credit facilities provided hereunder, (j) \u00a0to the CUSIP Service Bureau or any similar agency to the extent required in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, (k) \u00a0upon the request or demand of any regulatory or quasi-regulatory authority purporting to have jurisdiction over such Person or any of its Affiliates, (l) \u00a0if agreed by the Borrower in its sole discretion, to any other Person or (m) \u00a0to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent, the Letter of Credit Issuers and the Lenders to the extent necessary for the administration and management of this Agreement and the other Loan Documents; provided that such disclosure under clause (m) \u00a0is limited to the existence of this Agreement and information about this Agreement; provided that, except with respect to any audit or examination by bank accountants or by any governmental bank regulatory authority or other Governmental Authority exercising examination or regulatory authority, each of the Administrative Agent, the Letter of Credit Issuers and the Lenders shall, to the extent practicable and not prohibited by applicable law, use reasonable efforts to promptly notify the Borrower of disclosure pursuant to clauses (d), (e), (f) or (h), above.", "references": ["Counterparts", "Effectiveness", "Costs", "General", "Construction", "Existence", "Taxes", "Tax Withholdings", "Base Salary", "Indemnity", "Authority", "Expenses", "Effective Dates", "Cooperation", "Interpretations", "Intellectual Property", "Notices", "Closings", "Change In Control", "Anti-Corruption Laws", "Payments", "Miscellaneous", "Books", "Titles", "Waivers", "Defined Terms", "Assigns", "No Conflicts", "Amendments", "Sales", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement and each other Loan Document has been duly executed and delivered by each Credit Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the effect of foreign Requirements of Law, rules and regulations as they relate to granting of security interest in pledges of Stock and Stock Equivalents in Foreign Subsidiaries (clauses (i) and (ii), the \u201c Enforcement Qualifications \u201d).", "references": ["Successors", "Titles", "Closings", "Indemnity", "Submission To Jurisdiction", "Representations", "Qualifications", "Payments", "Effective Dates", "Specific Performance", "Enforcements", "Capitalization", "Cooperation", "Assigns", "Amendments", "Construction", "Powers", "Withholdings", "Modifications", "Applicable Laws", "Publicity", "Use Of Proceeds", "Governing Laws", "Severability", "Confidentiality", "Authorizations", "Waiver Of Jury Trials", "Fees", "Integration", "No Conflicts", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, a Defaulting Lender or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.", "references": ["Vesting", "No Conflicts", "Indemnifications", "Remedies", "General", "Authority", "Successors", "Amendments", "Capitalization", "Approvals", "Waivers", "Assignments", "Liens", "Interpretations", "Adjustments", "Employment", "Erisa", "Governing Laws", "Survival", "Assigns", "Solvency", "Tax Withholdings", "Representations", "Headings", "Powers", "Duties", "Arbitration", "Taxes", "Benefits", "Jurisdictions", "Participations"], "gold": ["Participations"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section \u00a010.02(e) will survive the resignation of the Administrative Agent and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Publicity", "Modifications", "Fees", "Insurances", "Terms", "Financial Statements", "Benefits", "Vacations", "Sales", "Remedies", "Specific Performance", "Submission To Jurisdiction", "Participations", "Brokers", "Defined Terms", "Entire Agreements", "Interests", "Payments", "Indemnifications", "Consents", "Assignments", "Costs", "Positions", "Withholdings", "Authority", "Closings", "Severability", "Expenses", "Titles", "Books", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.\u00a0 Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.", "references": ["Brokers", "Expenses", "Releases", "Authority", "Arbitration", "Interests", "Authorizations", "Binding Effects", "Compliance With Laws", "Specific Performance", "Severability", "Notices", "Disability", "Successors", "Jurisdictions", "Duties", "Forfeitures", "Publicity", "Effectiveness", "Cooperation", "Further Assurances", "Intellectual Property", "Agreements", "Terminations", "Taxes", "Existence", "Solvency", "Death", "Vacations", "Organizations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Tax . To the extent required by any applicable Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section\u00a03.01 , each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payment in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent demonstrable error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section\u00a09.12 . The agreements in this Section\u00a09.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term \u201cLender\u201d shall, for purposes of this Section\u00a09.12 , include each L/C Issuer and Swingline Lender.", "references": ["Tax Withholdings", "Interpretations", "Terms", "Submission To Jurisdiction", "Assigns", "Consents", "Employment", "Representations", "Enforceability", "Remedies", "Titles", "Definitions", "Effectiveness", "Forfeitures", "Sales", "Authority", "Non-Disparagement", "Liens", "Positions", "Defined Terms", "Benefits", "Expenses", "Agreements", "Duties", "Binding Effects", "Death", "Integration", "Compliance With Laws", "Notices", "Closings", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, NY, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.", "references": ["Erisa", "Terminations", "Interpretations", "Sanctions", "Effectiveness", "Payments", "Powers", "Severability", "Disclosures", "Base Salary", "Jurisdictions", "Expenses", "Headings", "Miscellaneous", "Authorizations", "Positions", "Brokers", "Change In Control", "Disability", "Costs", "Duties", "Agreements", "Compliance With Laws", "Benefits", "Warranties", "Qualifications", "Entire Agreements", "Venues", "Forfeitures", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Notwithstanding anything herein to the contrary, including the parties\u2019 submission to jurisdiction of the courts of the State of New York pursuant to Section 33 , any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the New York offices of the American Arbitration Association (\u201c AAA \u201d) before three (3) qualified arbitrators, one (1) selected by each party and one (1) selected by both parties. The arbitration shall be administered by AAA under its Commercial Arbitration Rules and Mediation Procedures (the \u201c Rules \u201d) in accordance with the expedited procedures in those Rules. Judgment on the arbitration award may be entered in any state or federal court sitting in New York, New York or in any other applicable court. This Section 32 shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event that this Agreement is terminated pursuant to this Section 32 , Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost profits and business in the future.", "references": ["Waivers", "Effective Dates", "Titles", "Transactions With Affiliates", "Payments", "Forfeitures", "Sales", "Costs", "Severability", "Definitions", "Existence", "Miscellaneous", "Confidentiality", "Amendments", "No Waivers", "Erisa", "Sanctions", "Jurisdictions", "Consents", "Base Salary", "Positions", "Construction", "Notices", "Employment", "Benefits", "Intellectual Property", "Terms", "Litigations", "Organizations", "Counterparts", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.\u00a0 Neither the Company nor any Subsidiary, nor to the Company\u2019s Knowledge, any director or executive officer thereof (in his or her capacity as such), is or has within the past five years been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, except as disclosed in the Disclosure Materials.\u00a0 There has not been within the past five years, and to the Company\u2019s Knowledge, there is not pending or contemplated any investigation by the SEC involving the Company or any current or former director or executive officer of the Company (in his or her capacity as such). The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Capitalization", "Assignments", "Change In Control", "Solvency", "Entire Agreements", "Successors", "Indemnity", "Books", "Enforceability", "Costs", "Headings", "Death", "Construction", "No Waivers", "Jurisdictions", "Further Assurances", "Applicable Laws", "Adjustments", "Financial Statements", "Vesting", "Intellectual Property", "Assigns", "Titles", "Interests", "Transactions With Affiliates", "Waiver Of Jury Trials", "Defined Terms", "No Defaults", "Representations", "Binding Effects", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Subscriber agrees to indemnify and hold harmless the Company, the Placement Agent, and their respective officers, directors, employees, attorneys and agents, and any other Persons authorized by the Company to participate in the offer and/or sale of the Units against any and all loss, liability, claim, damage and expenses (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against litigation commenced or threatened or any claim whatsoever) arising out of or based upon any breach of or failure by the Subscriber to comply with any representation, warranty, covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.", "references": ["Brokers", "Venues", "Compliance With Laws", "Cooperation", "Submission To Jurisdiction", "Withholdings", "Assignments", "Headings", "Survival", "Enforceability", "Indemnifications", "Modifications", "Releases", "Employment", "Organizations", "Interpretations", "Fees", "Entire Agreements", "Non-Disparagement", "General", "Powers", "Participations", "No Conflicts", "Jurisdictions", "Payments", "Specific Performance", "Arbitration", "Publicity", "Miscellaneous", "Anti-Corruption Laws", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The headings used herein are for the convenience of reference only and are not intended to have any independent legal significance or to be used in the construction of this Agreement.", "references": ["Severability", "Publicity", "Successors", "Binding Effects", "Enforcements", "Confidentiality", "Jurisdictions", "Defined Terms", "Entire Agreements", "Authorizations", "Transactions With Affiliates", "Death", "Employment", "Disability", "Effective Dates", "Consents", "Solvency", "Approvals", "Adjustments", "Qualifications", "Remedies", "Vacations", "Brokers", "Books", "Terms", "No Defaults", "Representations", "Sales", "Base Salary", "Closings", "Headings"], "gold": ["Headings"]}
+{"input": "THE LESSEE AND THE LESSOR HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS LEASE, ANY OF THE OPERATIVE DOCUMENTS OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.", "references": ["Submission To Jurisdiction", "Definitions", "Interests", "Financial Statements", "Transactions With Affiliates", "Remedies", "Death", "Interpretations", "Subsidiaries", "Change In Control", "Tax Withholdings", "No Waivers", "Sales", "Terminations", "Effectiveness", "No Conflicts", "Integration", "Survival", "Insurances", "Successors", "Confidentiality", "Participations", "Counterparts", "Taxes", "Withholdings", "Venues", "Applicable Laws", "Books", "Liens", "Benefits", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each of the Company and the Company Subsidiaries has duly and timely filed all federal, state, foreign and local Tax Returns required to be filed by any of them (all such returns being accurate and complete in all respects) and has duly and timely paid all Taxes (whether or not such Taxes were shown as due and payable on such Tax Returns) other than Taxes that are not yet delinquent or that are being contested in good faith, have not been finally determined and have been adequately reserved against. Any liability with respect to deficiencies asserted as a result of any audit, examination or similar proceeding of the Company or any Company Subsidiary Tax Return by the IRS or any other taxing authority is covered by adequate reserves in accordance with GAAP in the Company Financial Statements. There are no disputes pending, or claims asserted (in writing or otherwise), for Taxes or assessments upon the Company or any of the Company Subsidiaries for which the Company does not have adequate reserves. Neither the Company nor any of the Company Subsidiaries is a party to or is bound by any Tax, allocation or indemnification agreement or arrangement the primary subject matter of which is Taxes (other than such an agreement or arrangement exclusively between or among the Company and the Company Subsidiaries). Neither the Company nor any of the Company Subsidiaries has agreed to or granted any extension or waiver of the limitation period applicable to any Taxes or Tax Returns. Neither the Company nor any of the Company Subsidiaries has distributed the stock of any corporation, or had its stock distributed, in a transaction described in or intended to satisfy the requirements of Section 355 of the Code. Each of the Company and the Company Subsidiaries has in all material respects properly and timely withheld or collected and timely paid over to the appropriate taxing authority (or each is properly holding for such timely payment) all Taxes required to be withheld, collected and paid over by applicable Law. There are no Liens for Taxes upon any asset of the Company or any Company Subsidiary other than Permitted Liens (within the meaning of clause (c) of such term). Neither the Company nor any of the Company Subsidiaries is a party to or bound by any advance pricing agreement, closing agreement or other similar material agreement or ruling relating to Taxes nor are there any pending requests for such rulings or similar agreements by or before a taxing authority. Neither the Company nor any of the Company Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date, as a result of any: (i) change in method of accounting for a taxable period (or any portion thereof) ending on or prior to the Closing Date, including under Section 481(a) of the Code or any similar provision of applicable Law; (ii) installment sale or other open transaction disposition made on or prior to the Closing Date; (iii) prepaid amount received on or prior to the Closing Date; (iv) closing agreement described in Section 7121 of the Code or any similar provision of applicable Law executed on or prior to the Closing Date; (v) intercompany transaction or excess loss account described in Treasury Regulations Section 1.1502 (or any similar provision of applicable Law); or (vi) indebtedness discharged in connection with any election under Section 108(i) of the Code. Other than the affiliated group of which the Company is the common parent, neither the Company nor any of the Company Subsidiaries has any liability under Treasury Regulations Section 1.1502-6 or any similar provision of applicable Law, as a transferee or successor, or as a result of any contractual obligation for any Taxes of any other Person. Neither the Company nor any of the Company Subsidiaries has obtained any consent or clearance from or entered into any settlement or arrangement with any taxing authority that would be binding on Parent or any of its Affiliates or result in a material Tax liability for Parent or any of its Affiliates for any Tax period (or portion thereof) ending after the Closing Date. Neither the Company nor any Company Subsidiary has engaged in a \u201creportable transaction,\u201d as defined in Section 6707A(c)(1) of the Code or Treasury Regulations Section 1.6011-4(b), or any transaction requiring disclosure under a similar provision of applicable Law. Since December 31, 2013, no written claim or nexus inquiry has been made by a taxing authority in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns that any of them is or may be subject to tax by that jurisdiction or that any of them has a duty to collect Taxes. Each of the Company and the Company Subsidiaries is in compliance in all material respects with all terms and conditions of any applicable material Tax exemption, Tax holiday, or other Tax reduction agreement, and no such applicable material Tax exemption, Tax holiday, or other Tax reduction agreement will be adversely affected by the Transactions. None of the Company nor any Company Subsidiary has elected to relinquish the carryback of any of its respective net operating losses pursuant to Treasury Regulations Sections 1.502 21(b)(3)(ii)(B) or Section 172(b)(3) of the Code, or any similar provision of applicable Law.", "references": ["Costs", "Effective Dates", "Publicity", "Severability", "Transactions With Affiliates", "Entire Agreements", "Applicable Laws", "Further Assurances", "Integration", "Amendments", "No Waivers", "Authorizations", "Existence", "Records", "Tax Withholdings", "Specific Performance", "Releases", "Counterparts", "Successors", "Governing Laws", "Cooperation", "General", "Capitalization", "Headings", "Books", "Notices", "Effectiveness", "Vacations", "Defined Terms", "Terminations", "Taxes"], "gold": ["Taxes"]}
+{"input": "CPLG will assume and honor, or will cause a CPLG Entity to assume and honor any agreements to which any CPLG Group Employee is party with either any LQ Entity or any joint venture with an LQ Entity, including any (i)\u00a0employment contract or (ii)\u00a0retention or severance arrangement.", "references": ["Subsidiaries", "Existence", "Duties", "Closings", "Litigations", "Taxes", "Sanctions", "Counterparts", "Powers", "Governing Laws", "Specific Performance", "Qualifications", "Jurisdictions", "Remedies", "Authority", "Vesting", "Modifications", "Non-Disparagement", "Anti-Corruption Laws", "Successors", "Effectiveness", "Severability", "Authorizations", "Forfeitures", "Waiver Of Jury Trials", "Miscellaneous", "Notices", "Adjustments", "Positions", "Definitions", "Employment"], "gold": ["Employment"]}
+{"input": "THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.", "references": ["Closings", "Forfeitures", "Vacations", "Costs", "Indemnity", "Specific Performance", "Benefits", "Terms", "Defined Terms", "Existence", "Non-Disparagement", "Waivers", "Definitions", "Tax Withholdings", "Assigns", "Venues", "Insurances", "Remedies", "Use Of Proceeds", "General", "Capitalization", "Consent To Jurisdiction", "Binding Effects", "Base Salary", "Authorizations", "Entire Agreements", "Integration", "Records", "Jurisdictions", "Qualifications", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Executive\u2019s base salary shall be a total of $312,000.00 for work performed from May\u00a01, 2018 through February\u00a028, 2019 (\u201c Base Salary \u201d). The Base Salary shall be payable in accordance with the Company\u2019s standard payroll practices and policies and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies. In addition to the services he is to perform, if any, Executive acknowledges that the receipt of the Base Salary is conditioned upon him agreeing to a waiver of Claims at the inception of this Agreement (covering the period from the beginning of his employment with the Company through the date of executing the Agreement) and a waiver of Claims for the period subsequent to the termination of this Agreement or Executive\u2019s employment.", "references": ["Costs", "Submission To Jurisdiction", "Death", "Remedies", "Benefits", "Survival", "Withholdings", "Sanctions", "Litigations", "Use Of Proceeds", "Organizations", "Disclosures", "Non-Disparagement", "Venues", "Expenses", "Terminations", "Existence", "Anti-Corruption Laws", "Qualifications", "Vesting", "Liens", "No Conflicts", "Adjustments", "Notices", "Waivers", "Solvency", "Powers", "Duties", "Binding Effects", "Jurisdictions", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The term \u201cvest\u201d as used herein with respect to any Restricted Stock Unit means the lapsing of the forfeiture rights described herein with respect to such Restricted Stock Unit.\u00a0\u00a0Unless earlier terminated, forfeited, relinquished or expired, the Award shall vest as indicated on the attached Restricted Stock Unit Award Notice, provided in each case that the Participant has remained in continuous service as an Employee, director or Consultant of the Company or of an Affiliate from the Grant Date through the applicable vesting date.", "references": ["Employment", "No Waivers", "Change In Control", "Assignments", "Fees", "Interpretations", "Further Assurances", "Adjustments", "Existence", "Severability", "Costs", "Capitalization", "Specific Performance", "Vacations", "Subsidiaries", "Modifications", "Enforcements", "Defined Terms", "Erisa", "Waivers", "Forfeitures", "Use Of Proceeds", "Taxes", "Anti-Corruption Laws", "Authorizations", "Consents", "Releases", "Arbitration", "Records", "Authority", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Executive shall serve as \"Executive Vice President, General Counsel and Secretary,\" reporting to the Company's CEO. The Executive shall have such duties and responsibilities, commensurate with the Executive's position, as may be reasonably assigned to the Executive from time to time by the CEO. The Executive's principal place of employment shall be 601 Carlson Parkway, Suite 990, Minnetonka, Minnesota 55305.", "references": ["Fees", "Remedies", "Further Assurances", "Disability", "Payments", "Entire Agreements", "Agreements", "Brokers", "Liens", "Releases", "Approvals", "Non-Disparagement", "Existence", "Withholdings", "Duties", "Survival", "No Defaults", "No Conflicts", "Cooperation", "Taxes", "Assigns", "Waiver Of Jury Trials", "Venues", "Interpretations", "Employment", "Litigations", "Use Of Proceeds", "Successors", "Insurances", "Disclosures", "General"], "gold": ["General"]}
+{"input": "Any Lender may request that Loans made by it be evidenced by a Note, and each Lender is hereby authorized to record the principal amount of each of its Loans and each repayment on the schedule attached to its Note, provided, however, that the failure to so record shall not affect the Borrower\u2019s obligations under such Note. The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on written notices made by any Authorized Officer and Borrower agrees to deliver promptly to the Administrative Agent such written notice. The Administrative Agent will at the request of the Borrower, from time to time, but not more often than monthly, provide notice of the amount of the outstanding Aggregate Commitment, the Type of Advance, and the applicable interest rate, if for a LIBOR Rate Advance. Upon a Lender\u2019s furnishing to Borrower an affidavit and indemnity in form and substance reasonably acceptable to the Borrower, if a Note is mutilated, destroyed, lost or stolen, Borrower shall deliver to such Lender, in substitution therefore, a new note containing the same terms and conditions as such Note being replaced.", "references": ["Arbitration", "Confidentiality", "Amendments", "Defined Terms", "Miscellaneous", "Authority", "Capitalization", "Interests", "Further Assurances", "Consent To Jurisdiction", "Withholdings", "Financial Statements", "Survival", "Agreements", "Consents", "Insurances", "Brokers", "Expenses", "Participations", "Publicity", "Transactions With Affiliates", "Anti-Corruption Laws", "Indemnifications", "Employment", "Indemnity", "General", "Use Of Proceeds", "Records", "Costs", "Cooperation", "Notices"], "gold": ["Notices"]}
+{"input": "The Company\u2019s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the \u201c Exchange Act \u201d), and during the past twelve (12) months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the \u201c Commission Documents \u201d).\u00a0 As of its date, each Commission Document filed within the past twelve (12) months for the year ended December\u00a031, 2017 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to such document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, no such Commission Document within the past twelve (12) months contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Commission Documents filed with the Commission during the past twelve months complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (\u201c GAAP \u201d) applied on a consistent basis during the periods involved (except (i)\u00a0as may be otherwise indicated in such financial statements or the notes thereto or (ii)\u00a0in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).", "references": ["Binding Effects", "Anti-Corruption Laws", "General", "Modifications", "Costs", "Books", "Agreements", "Adjustments", "Fees", "Organizations", "Vesting", "Disclosures", "Enforceability", "Existence", "Enforcements", "Amendments", "Terminations", "Solvency", "Tax Withholdings", "Authority", "Confidentiality", "Titles", "Compliance With Laws", "Assigns", "Successors", "Publicity", "Consent To Jurisdiction", "Transactions With Affiliates", "Brokers", "No Defaults", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Plan became effective on April 30, 2012. The Plan shall remain in effect until the tenth anniversary of the effective date, or until terminated by action of the Board, whichever occurs sooner.", "references": ["Indemnifications", "Disability", "Notices", "Insurances", "Headings", "Enforcements", "Assignments", "Successors", "Terminations", "No Conflicts", "Indemnity", "Survival", "Integration", "Anti-Corruption Laws", "Remedies", "Books", "Taxes", "Interpretations", "Waivers", "Duties", "Transactions With Affiliates", "Applicable Laws", "Releases", "Death", "Qualifications", "Submission To Jurisdiction", "Compliance With Laws", "Benefits", "Capitalization", "No Defaults", "Terms"], "gold": ["Terms"]}
+{"input": "Unless otherwise provided by the Plan Administrator in its discretion, any unvested portion of a Participant\u2019s 2017 LTI Deferred Compensation shall be forfeited upon his or her termination of employment. Unless otherwise provided by the Plan Administrator in its discretion, notwithstanding anything in this Section \u00a08 to the contrary, upon a Participant\u2019s termination of employment for Cause, all of a Participant\u2019s then outstanding 2017 LTI Deferred Compensation, vested and unvested, shall be forfeited.", "references": ["Base Salary", "Expenses", "Qualifications", "Assigns", "Cooperation", "Enforcements", "Terminations", "Specific Performance", "Successors", "Compliance With Laws", "Applicable Laws", "Positions", "Titles", "Sanctions", "Intellectual Property", "Closings", "Fees", "Duties", "Waiver Of Jury Trials", "Non-Disparagement", "Effective Dates", "Records", "Assignments", "Enforceability", "Authority", "No Defaults", "Entire Agreements", "Indemnity", "Counterparts", "Insurances", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "During and after the Executive\u2019s employment, the Executive shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive\u2019s full cooperation in connection with such claims or actions shall include, but not be limited to, being reasonably available on advance notice to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive\u2019s employment, the Executive also shall reasonably cooperate with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive\u2019s performance of obligations pursuant to this Section\u00a09(b).", "references": ["Consents", "No Defaults", "Indemnity", "Warranties", "Authority", "Books", "Governing Laws", "Interests", "Compliance With Laws", "Financial Statements", "Withholdings", "Indemnifications", "Payments", "Authorizations", "Construction", "Existence", "Entire Agreements", "Approvals", "Binding Effects", "Definitions", "Records", "Change In Control", "Liens", "Solvency", "Employment", "Remedies", "Terminations", "Sanctions", "Adjustments", "Anti-Corruption Laws", "Litigations"], "gold": ["Litigations"]}
+{"input": "The validity, interpretation, construction, performance and enforcement of this Agreement shall be governed by the laws of the State of Connecticut, without giving effect to the principles of conflicts of law. For the avoidance of doubt, the Mandatory Arbitration Program remains in full force and effect.", "references": ["Positions", "Terminations", "Counterparts", "No Defaults", "Miscellaneous", "Withholdings", "Erisa", "Notices", "Expenses", "Effective Dates", "Specific Performance", "Releases", "Construction", "Liens", "Intellectual Property", "Powers", "Definitions", "Modifications", "Survival", "Amendments", "Confidentiality", "Jurisdictions", "Remedies", "Representations", "No Waivers", "Terms", "Financial Statements", "Effectiveness", "Non-Disparagement", "Titles", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "On the Closing Date following termination of the Existing Revolver, the simultaneous automatic release of any Domestic Subsidiaries from their respective obligations under the Senior Notes Documents and the Existing Term Loan Facility, no Domestic Subsidiary has guaranteed any Material Indebtedness of the Borrower.", "references": ["Submission To Jurisdiction", "Assigns", "Base Salary", "Waiver Of Jury Trials", "Sanctions", "Forfeitures", "Entire Agreements", "Interests", "Liens", "Tax Withholdings", "Applicable Laws", "Adjustments", "Use Of Proceeds", "Solvency", "Sales", "Financial Statements", "Indemnity", "Venues", "Cooperation", "Erisa", "Headings", "Vesting", "Disclosures", "Remedies", "Death", "Capitalization", "Consents", "Vacations", "Successors", "Representations", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Following termination of employment for death, Executive\u2019s estate shall be entitled to receive the Accrued Obligations as well a pro-rated annual discretionary bonus as awarded by Employer as well as any other compensation Executive\u2019s estate or beneficiary(ies) are entitled to receive under Employer\u2019s workmen\u2019s compensation insurance program and (if any) other death benefits payable to Executive\u2019s estate or beneficiary(ies) under Employer\u2019s benefits plans according to their terms if Executive has elected to participate in any such plans, as they may be amended from time to time. Except as provided herein, Executive\u2019s estate shall have no further rights to any other compensation or any other benefits under this Agreement.", "references": ["Waivers", "Construction", "Consents", "Solvency", "Intellectual Property", "No Defaults", "Miscellaneous", "Publicity", "Compliance With Laws", "Approvals", "Use Of Proceeds", "No Waivers", "Organizations", "Non-Disparagement", "Consent To Jurisdiction", "Books", "Counterparts", "Erisa", "Warranties", "Waiver Of Jury Trials", "Amendments", "Records", "Closings", "Anti-Corruption Laws", "Remedies", "Change In Control", "Fees", "Cooperation", "Effective Dates", "Effectiveness", "Death"], "gold": ["Death"]}
+{"input": "The Administrative Agent shall have received (i)\u00a0to the extent not previously delivered, the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii)\u00a0an Acknowledgment and Consent, substantially in the form of Annex\u00a0II to the Guarantee and Collateral Agreement, duly executed by any issuer of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement that is not itself a party to the Guarantee and Collateral Agreement and (iii)\u00a0to the extent not previously delivered, each promissory note pledged pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof.", "references": ["Headings", "Fees", "Titles", "Indemnity", "Effective Dates", "Integration", "Benefits", "General", "Interests", "Taxes", "Compliance With Laws", "Books", "Authority", "Governing Laws", "Non-Disparagement", "Employment", "Brokers", "Vacations", "Capitalization", "Records", "Defined Terms", "Disability", "Sanctions", "Waiver Of Jury Trials", "Participations", "Applicable Laws", "Indemnifications", "Existence", "Anti-Corruption Laws", "Confidentiality", "Consents"], "gold": ["Consents"]}
+{"input": "This Agreement represents the entire agreement and understanding between the Company and Executive with respect to the matters set forth herein, and supersedes and replaces any and all prior agreements and understandings concerning Executive's employment relationship with the Company entered into prior to the date hereof, but it does not supersede or replace any written agreements entered into simultaneous with this Agreement or thereafter.", "references": ["Qualifications", "Positions", "Interests", "Use Of Proceeds", "Assignments", "Successors", "Remedies", "Subsidiaries", "Participations", "Cooperation", "Severability", "Base Salary", "Survival", "Consent To Jurisdiction", "Expenses", "Intellectual Property", "Disclosures", "Definitions", "Terms", "Binding Effects", "Capitalization", "Releases", "Forfeitures", "Litigations", "Modifications", "Compliance With Laws", "Sanctions", "Liens", "Authorizations", "Financial Statements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Tenant represents to Landlord that except for CBRE, Inc., representing Landlord, and Winthrop Commercial, Inc., representing Tenant, (collectively, the \u201cBrokers\u201d), Tenant has not dealt with any real estate broker, salesperson or finder in connection with this Amendment, and no other such person initiated or participated in the negotiation of this Amendment or is entitled to any commission in connection herewith. \u00a0 Landlord shall pay all commissions owed to the Brokers relating to this Amendment. \u00a0 Tenant hereby agrees to indemnify, defend and hold Landlord, its property manager and their respective employees harmless from and against any and all liabilities, claims, demands, actions, damages, costs and expenses (including attorneys fees) arising from either (a) a claim for a fee or commission made by any broker, other than the Brokers, claiming to have acted by or on behalf of Tenant in connection with this Amendment, or (b) a claim of, or right to lien under the statutes of the state in which the Premises are located relating to real estate broker liens with respect to any such broker retained by Tenant.", "references": ["Transactions With Affiliates", "Litigations", "Forfeitures", "Enforcements", "Capitalization", "Indemnity", "Jurisdictions", "Change In Control", "Submission To Jurisdiction", "Death", "Effectiveness", "Titles", "Releases", "Definitions", "Employment", "Books", "Costs", "Assigns", "Authorizations", "Notices", "Insurances", "Successors", "Erisa", "Use Of Proceeds", "Waiver Of Jury Trials", "Effective Dates", "Withholdings", "Payments", "Terminations", "Intellectual Property", "Brokers"], "gold": ["Brokers"]}
+{"input": "In case any provision in this Agreement or in any Note shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Agreement or such Note, as the case may be, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.", "references": ["Jurisdictions", "Venues", "Confidentiality", "No Defaults", "Approvals", "Effectiveness", "Releases", "Solvency", "Definitions", "Transactions With Affiliates", "Binding Effects", "Expenses", "Arbitration", "Terminations", "Disability", "Assigns", "Effective Dates", "Titles", "Benefits", "Specific Performance", "Participations", "Vesting", "Consent To Jurisdiction", "Cooperation", "Death", "Anti-Corruption Laws", "Waivers", "Organizations", "Sanctions", "No Conflicts", "Severability"], "gold": ["Severability"]}
+{"input": "Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary existing as of the Closing Date, and (ii) any Subsidiary formed after the Closing Date (A) the outstanding equity interests (except with respect to a Foreign Subsidiary, no more than 65% of its outstanding equity interests shall be required to be pledged as collateral) of which are pledged as collateral under the Security Agreement to secure the Obligations, and (B) which becomes a Guarantor by delivering to the Administrative Agent (I)\u00a0a signed Guaranty and Suretyship Agreement in form and substance satisfactory to Administrative Agent in its Permitted Discretion; (II)\u00a0documents in the forms described in Section\u00a07.1 [First Loans and Letters of Credit] modified as appropriate; and (III)\u00a0documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; provided , however , that Foreign Subsidiaries shall not be required to become Guarantors. No Loan Party shall become or agree to become a party to a Joint Venture.", "references": ["Change In Control", "Effectiveness", "Anti-Corruption Laws", "Brokers", "Compliance With Laws", "Successors", "Interests", "Participations", "Headings", "Erisa", "Duties", "Survival", "Effective Dates", "Capitalization", "Organizations", "Notices", "Solvency", "Counterparts", "Construction", "Payments", "Binding Effects", "Interpretations", "Assigns", "Consents", "Authority", "Sales", "Tax Withholdings", "Assignments", "Agreements", "Defined Terms", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Shareholder, the Parent and the Company will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.", "references": ["Assigns", "Arbitration", "Closings", "Interests", "Employment", "Forfeitures", "Indemnifications", "Non-Disparagement", "Sales", "Withholdings", "Modifications", "Existence", "Transactions With Affiliates", "Sanctions", "Consents", "Capitalization", "Disability", "Construction", "Releases", "Intellectual Property", "Disclosures", "Applicable Laws", "Participations", "Adjustments", "Benefits", "Solvency", "Cooperation", "Costs", "Miscellaneous", "Entire Agreements", "Remedies"], "gold": ["Remedies"]}
+{"input": "Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section\u00a015, in writing after the Award is issued, a Grantee\u2019s rights in all Dividend Equivalent Rights shall automatically terminate upon the Grantee\u2019s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.", "references": ["Participations", "Titles", "Vacations", "Assigns", "Submission To Jurisdiction", "Jurisdictions", "Successors", "Entire Agreements", "Positions", "Warranties", "Interpretations", "Authorizations", "Change In Control", "Approvals", "Definitions", "Intellectual Property", "Venues", "Cooperation", "Effectiveness", "Consent To Jurisdiction", "Solvency", "Sales", "Headings", "Financial Statements", "No Waivers", "Non-Disparagement", "Tax Withholdings", "Expenses", "Capitalization", "Publicity", "Terminations"], "gold": ["Terminations"]}
+{"input": "Executive\u2019s health insurance benefits (medical, dental, and vision) will cease on October\u00a031,\u00a02017, subject to Executive\u2019s right to continue his health insurance under COBRA. Executive\u2019s participation in all other benefits and incidents of employment, including without limitation, participation in the Incentive Plan, vesting in Awards, and the accrual of bonuses, vacation, and paid time off ceased as of the Separation Date.", "references": ["Capitalization", "Subsidiaries", "Financial Statements", "Closings", "Fees", "Waiver Of Jury Trials", "Interests", "Authority", "Withholdings", "Definitions", "Books", "Terms", "Jurisdictions", "Transactions With Affiliates", "Miscellaneous", "Venues", "Indemnity", "Waivers", "Organizations", "Records", "Amendments", "Survival", "Disability", "Sales", "Severability", "Authorizations", "Forfeitures", "Positions", "Non-Disparagement", "Binding Effects", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Company will reimburse Executive for reasonable travel, entertainment, and other expenses incurred by Executive in the furtherance of the performance of Executive\u2019s duties hereunder, in accordance with the Company\u2019s expense reimbursement policy as in effect from time to time.", "references": ["Erisa", "Taxes", "Waiver Of Jury Trials", "Construction", "Representations", "Duties", "Indemnity", "Releases", "No Conflicts", "Sales", "Consents", "Titles", "Integration", "Financial Statements", "Litigations", "Applicable Laws", "No Defaults", "Transactions With Affiliates", "Indemnifications", "Tax Withholdings", "Approvals", "Definitions", "Disclosures", "Vacations", "Modifications", "Successors", "Agreements", "Interests", "Compliance With Laws", "Defined Terms", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Committee may, with the consent of the Participant, at any time or from time to time amend the terms and conditions of this grant of Shares of Restricted Stock. In addition, the Committee may at any time or from time to time amend the terms and conditions of this grant of Shares of Restricted Stock in accordance with the Plan.", "references": ["Powers", "Remedies", "Indemnifications", "Vesting", "Entire Agreements", "Forfeitures", "Survival", "Representations", "Insurances", "Compliance With Laws", "Venues", "Headings", "Consent To Jurisdiction", "Agreements", "Liens", "Submission To Jurisdiction", "Assigns", "Approvals", "Costs", "Effectiveness", "Defined Terms", "Sanctions", "Benefits", "Severability", "Jurisdictions", "Interpretations", "Disclosures", "Fees", "Definitions", "Books", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at Law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at Law or in equity.", "references": ["Adjustments", "Change In Control", "Amendments", "Positions", "Confidentiality", "Submission To Jurisdiction", "Books", "Anti-Corruption Laws", "Death", "Consent To Jurisdiction", "Assignments", "Survival", "Vacations", "Consents", "Agreements", "Expenses", "Disability", "Records", "No Conflicts", "Non-Disparagement", "Effectiveness", "Venues", "Erisa", "Warranties", "Miscellaneous", "Definitions", "Arbitration", "General", "Integration", "Waiver Of Jury Trials", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The acceptance by any Lender of any prepayment amount shall not constitute a consent or waiver of such Lenders\u2019 rights with respect to any other provision set forth in the Credit Documents, including covenants related to Lenders\u2019 consent rights with respect to Asset Sales and incurrence of Indebtedness.", "references": ["Modifications", "Representations", "Forfeitures", "Terms", "Qualifications", "Intellectual Property", "Releases", "Liens", "Base Salary", "Adjustments", "Waiver Of Jury Trials", "Capitalization", "Titles", "Solvency", "Amendments", "Tax Withholdings", "Warranties", "Cooperation", "Erisa", "Arbitration", "General", "Payments", "Assigns", "Authority", "Closings", "Participations", "Integration", "Costs", "Jurisdictions", "Consents", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "(a) Each Grantor agrees to pay or reimburse the fees and expenses contemplated by Section 10.04 of the Credit Agreement.", "references": ["Adjustments", "Jurisdictions", "Authorizations", "Arbitration", "Warranties", "Effectiveness", "Successors", "No Defaults", "Remedies", "Submission To Jurisdiction", "Representations", "Sales", "Miscellaneous", "Authority", "Withholdings", "Releases", "Brokers", "Employment", "Qualifications", "Specific Performance", "Consent To Jurisdiction", "Records", "Waivers", "Disability", "No Conflicts", "Publicity", "Enforceability", "Existence", "Base Salary", "Financial Statements", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each Grantor shall keep and maintain, in a manner consistent with prudent business practices, reasonably complete, accurate and proper books and records with respect to the Collateral owned by such Grantor.", "references": ["Liens", "Vesting", "Cooperation", "Anti-Corruption Laws", "Positions", "Withholdings", "Compliance With Laws", "Change In Control", "Titles", "Specific Performance", "Transactions With Affiliates", "Subsidiaries", "Payments", "Interpretations", "Intellectual Property", "Approvals", "Authority", "Enforceability", "Insurances", "Definitions", "Modifications", "Successors", "General", "Terms", "Litigations", "Assigns", "Governing Laws", "Waivers", "Agreements", "Vacations", "Records"], "gold": ["Records"]}
+{"input": "The Loan Parties and their Subsidiaries are in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.19 [Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so could not reasonably be expected to result in a Material Adverse Change.", "references": ["Waivers", "Effectiveness", "Definitions", "Entire Agreements", "Defined Terms", "Governing Laws", "Remedies", "Cooperation", "Use Of Proceeds", "Costs", "Financial Statements", "Solvency", "Further Assurances", "Participations", "Venues", "Brokers", "Powers", "Applicable Laws", "Enforcements", "Consents", "Counterparts", "Terminations", "Headings", "Erisa", "Survival", "Enforceability", "Waiver Of Jury Trials", "Amendments", "Specific Performance", "Submission To Jurisdiction", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Letter Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and, from and after the Transition Date, supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, including the Employment Agreement and the Policy. The parties hereto agree that this Letter Agreement shall not supersede the Patent & Confidentiality Agreement or the Non-Competition Addendum, both of which shall remain in full force and effect in accordance with their terms.", "references": ["Miscellaneous", "Integration", "Financial Statements", "Insurances", "Modifications", "Indemnity", "Severability", "Titles", "Taxes", "No Waivers", "Authority", "Intellectual Property", "Indemnifications", "Interests", "Vacations", "Jurisdictions", "Sanctions", "Enforcements", "Venues", "Payments", "Consents", "Disclosures", "Death", "Duties", "Confidentiality", "No Defaults", "Interpretations", "Erisa", "Assigns", "Adjustments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that (i) no amendment to Section 13(b) (to the extent required by the proviso in such Section 13(b)) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the shares of Common Stock may be listed or quoted); provided , further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.", "references": ["Effectiveness", "Indemnity", "Counterparts", "Expenses", "Consent To Jurisdiction", "General", "Taxes", "Enforceability", "Construction", "Use Of Proceeds", "Miscellaneous", "Indemnifications", "Assignments", "Non-Disparagement", "Powers", "Adjustments", "Titles", "Employment", "Vesting", "Vacations", "Benefits", "Duties", "Sales", "Confidentiality", "Enforcements", "Effective Dates", "Compliance With Laws", "Venues", "Releases", "Interpretations", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as set forth in this Section 16.1 , this Agreement may not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld. This Agreement shall be binding on and shall inure to the benefit of each Parties\u2019 successors and assigns. Heska may assign this Agreement to: (i)\u00a0any of its majority owned Affiliates; or (ii) any person or entity that acquires substantially all of the business or assets of Heska or substantially all of the business segment relating to the Products that are the subject of this Agreement; provided, however, Mindray shall have the right to reject such assignment if in Mindray's reasonable judgment such assignment is to a person or entity that manufactures, distributes or sells a competitive product to the Products.", "references": ["Non-Disparagement", "No Defaults", "Employment", "Enforceability", "Remedies", "Survival", "Expenses", "Organizations", "Applicable Laws", "Interests", "Venues", "Change In Control", "Anti-Corruption Laws", "Warranties", "Litigations", "Tax Withholdings", "Waiver Of Jury Trials", "Jurisdictions", "Records", "Submission To Jurisdiction", "Interpretations", "Notices", "Agreements", "Existence", "Amendments", "Authority", "Insurances", "General", "Successors", "Base Salary", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement supersedes and novates all other prior understandings, commitments, representations, negotiations, contracts and agreements, whether oral or written, between the parties hereto relating to the matters contemplated hereby and constitute the entire understanding and agreement between the parties hereto relating to the subject matter hereof.\u00a0 In particular, this Agreement supersedes, novates, cancels and replaces the agreement between the Bank and the Executive dated December 14, 2011 and all amendments and addendums thereto.", "references": ["Disclosures", "Indemnity", "Compliance With Laws", "Employment", "Non-Disparagement", "Defined Terms", "Enforcements", "Enforceability", "Fees", "Books", "Benefits", "Subsidiaries", "Insurances", "Representations", "Specific Performance", "Disability", "Sales", "General", "Publicity", "Interpretations", "Venues", "Closings", "Cooperation", "Participations", "Tax Withholdings", "Integration", "Applicable Laws", "Existence", "Adjustments", "Intellectual Property", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Guarantor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Transaction Documents, or for recognition or enforcement of any judgment, and Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by Requirement of Law, in such federal court. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Requirement of Law. Nothing in this Guaranty or the other Transaction Documents shall affect any right that Buyer or any Indemnified Party may otherwise have to bring any action or proceeding arising out of or relating to the Transaction Documents against Guarantor or its properties in the courts of any jurisdiction. Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Requirement of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to the Transaction Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Guarantor irrevocably consents to service of process in the manner provided for notices in Section 6.11. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by Requirement of Law.", "references": ["Enforcements", "Agreements", "Tax Withholdings", "No Conflicts", "Construction", "Amendments", "Positions", "Applicable Laws", "Death", "Indemnifications", "Erisa", "Solvency", "Counterparts", "Change In Control", "Waiver Of Jury Trials", "Authorizations", "Assignments", "Jurisdictions", "Severability", "Litigations", "Interpretations", "Further Assurances", "Fees", "Existence", "Publicity", "Remedies", "Binding Effects", "Capitalization", "Cooperation", "Arbitration", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the \" Intellectual Property Rights \").\u00a0 None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.\u00a0 Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect.\u00a0 To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.\u00a0 The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Base Salary", "Arbitration", "Interests", "Jurisdictions", "No Waivers", "Withholdings", "Integration", "Adjustments", "Enforceability", "Powers", "Liens", "Insurances", "Titles", "Waiver Of Jury Trials", "Waivers", "Duties", "Further Assurances", "Representations", "Construction", "Specific Performance", "Effective Dates", "Modifications", "Effectiveness", "Books", "Change In Control", "Warranties", "Assigns", "Terminations", "Sanctions", "Positions", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "In accordance with Section 2(c) of the Employment Agreement, Mr. Malik agrees that he will not disparage, ridicule, or criticize the Company or its present and former employees, directors, and officers, or make any remarks or statements that could reasonably be construed as disparaging, ridiculing, or criticizing any of them. Further, Mr. Malik agrees not to make any statements that disparage the reputation of the Company or any of the Releasees, or their products or services. He further agrees not to take any action to interfere with or damage the Company\u2019s relationship with its investors, shareholders, vendors, lenders, suppliers and/or customers. Mr. Malik agrees that any breach or violation of this non- disparagement and non-interference provision shall entitle the Company to terminate the Severance Benefit and/or sue him under this Agreement for the immediate recovery of any damages caused by such breach. The foregoing shall not prohibit any person from giving truthful testimony in any legal proceeding pending before any agency or court of the United States or state government or in any arbitration proceeding relating to this Agreement.", "references": ["Duties", "Disability", "Taxes", "Capitalization", "Effectiveness", "Liens", "No Defaults", "Arbitration", "Vesting", "Venues", "Intellectual Property", "Books", "Sanctions", "Titles", "Waiver Of Jury Trials", "Indemnifications", "Governing Laws", "Participations", "Indemnity", "Entire Agreements", "Headings", "Employment", "Effective Dates", "Insurances", "Organizations", "Terminations", "Terms", "Positions", "Anti-Corruption Laws", "Releases", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, in US Dollars such Lender\u2019s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph (e)\u00a0of this Section or of any reimbursement payment required to be refunded to the Company for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default, the reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section\u00a03.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Company deemed made pursuant to Section\u00a02.04(b) or 4.02.", "references": ["Authority", "Death", "Enforcements", "No Waivers", "General", "Payments", "Positions", "Jurisdictions", "Records", "Liens", "Benefits", "Tax Withholdings", "Specific Performance", "Counterparts", "Duties", "Disability", "Base Salary", "Financial Statements", "Existence", "Employment", "Intellectual Property", "Non-Disparagement", "Insurances", "Modifications", "Headings", "Construction", "Entire Agreements", "Integration", "Indemnity", "Taxes", "Participations"], "gold": ["Participations"]}
+{"input": "The indemnities and insurance requirements set forth in Sections 11 and 14, respectively, will apply to Indemnitees and Lessor\u2019s representatives during the return of the Engine, including the redelivery inspection.", "references": ["Governing Laws", "Headings", "No Defaults", "Non-Disparagement", "Enforcements", "Waiver Of Jury Trials", "Releases", "Liens", "Subsidiaries", "No Conflicts", "Entire Agreements", "Further Assurances", "Payments", "Solvency", "Agreements", "Consent To Jurisdiction", "Forfeitures", "General", "Change In Control", "Participations", "Interests", "Binding Effects", "Compliance With Laws", "Qualifications", "Disability", "Capitalization", "Duties", "Death", "Severability", "Organizations", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to the Borrower and any Subsidiary or their respective businesses furnished to it by or on behalf of the Borrower or any Subsidiary (other than information that (a)\u00a0has become generally available to the public other than as a result of a disclosure by such party, (b)\u00a0has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section\u00a09.16 or (c)\u00a0was available to such Lender, such Issuing Bank or such Agent from a third party having, to such person\u2019s knowledge, no obligations of confidentiality to the Borrower or any other Loan Party) and shall not reveal the same other than to its Related Parties and any numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section\u00a09.16), except:\u00a0 (A)\u00a0to the extent necessary to comply with applicable laws or any legal process or the requirements of any Governmental Authority purporting to have jurisdiction over such person or its Related Parties, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B)\u00a0as part of reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers,\u00a0Inc., (C)\u00a0to its parent companies, Affiliates and their Related Parties including auditors, accountants, legal counsel and other advisors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section\u00a09.16), (D)\u00a0in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (E)\u00a0to any pledgee under Section\u00a09.04(d)\u00a0or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section\u00a09.16), (F)\u00a0to any direct or indirect contractual counterparty (or its Related Parties) in Hedging Agreements or such contractual counterparty\u2019s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section\u00a09.16), (G)\u00a0on a confidential basis to (i)\u00a0any rating agency in connection with rating the Borrower or its Subsidiaries or the facilities evidenced by this Agreement or (ii)\u00a0the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities evidenced by this Agreement, (H)\u00a0with the prior written consent of the Borrower and (I)\u00a0to any other party to this Agreement.\u00a0 In addition, the Agents, the Issuing Banks and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents, the Issuing Banks and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the extensions of credit hereunder; provided that such person is advised and agrees to be bound by the provisions of this Section\u00a09.16.", "references": ["Anti-Corruption Laws", "Costs", "Publicity", "Severability", "Consents", "Waivers", "Tax Withholdings", "Base Salary", "Waiver Of Jury Trials", "Qualifications", "Terminations", "Participations", "Litigations", "Solvency", "Authority", "Positions", "Indemnifications", "Headings", "Cooperation", "Payments", "Enforceability", "Notices", "Further Assurances", "Warranties", "Construction", "Organizations", "Taxes", "Employment", "Duties", "Vesting", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Any capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Contract, as previously amended. As amended herein and hereby, the Contract, as previously amended, is confirmed and ratified, and is in full force and effect as of the date hereof. All other provisions of the Contract remain in full force and effect without change. The parties further recognize that time is of the essence and therefore, strict compliance with the times for performance stated herein is required. This instrument shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns. This instrument shall be governed by and construed in accordance with the laws of the State of Missouri. This instrument may be executed in one or more counterparts, which together shall constitute one and the same instrument. This instrument may be executed via facsimile or email, and the parties agree that facsimile and email execution hereof shall be binding upon the parties.", "references": ["Publicity", "Titles", "Sanctions", "Brokers", "Qualifications", "Authorizations", "Subsidiaries", "Costs", "Headings", "Use Of Proceeds", "Liens", "Specific Performance", "Benefits", "Waiver Of Jury Trials", "Expenses", "Financial Statements", "Records", "Cooperation", "Applicable Laws", "Erisa", "Counterparts", "Confidentiality", "Employment", "Authority", "Fees", "Organizations", "Construction", "No Conflicts", "No Defaults", "Positions", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The Award Notice and these Terms and Conditions shall be construed and enforced in accordance with the laws of the State of New York, other than any choice of law provisions calling for the application of laws of another jurisdiction. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or these Terms and Conditions, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York and agree that such litigation shall be conducted only in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this grant is made and/or to be performed and agree to such other choice of forum provisions as are included in the Plan.", "references": ["Positions", "Applicable Laws", "Compliance With Laws", "Assignments", "Costs", "Enforceability", "Binding Effects", "Definitions", "Vesting", "Confidentiality", "Use Of Proceeds", "Books", "Base Salary", "Warranties", "Non-Disparagement", "Closings", "Fees", "Insurances", "Effective Dates", "Specific Performance", "Records", "Remedies", "Modifications", "Representations", "Sanctions", "Entire Agreements", "Counterparts", "Defined Terms", "Capitalization", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "By way of examples and not limitations, the Dr. Jeong is entitled to continued rights to (a) indemnification by the Company for actions taken on behalf of the Company as\u00a0 its Chief Financial Officer to the fullest extent provided by the Company\u2019s Bylaws; and (b) insurance coverage under the Company\u2019s Directors and Officers insurance policies, to the extent provided by such policies.", "references": ["Effective Dates", "Benefits", "Enforcements", "Consents", "Disclosures", "Liens", "Qualifications", "Integration", "Existence", "Amendments", "Authorizations", "Capitalization", "Insurances", "Litigations", "Organizations", "No Defaults", "Payments", "Powers", "Waivers", "Entire Agreements", "Solvency", "Vesting", "Titles", "Transactions With Affiliates", "Miscellaneous", "Positions", "Further Assurances", "Warranties", "Costs", "Notices", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Transaction (as defined below) and the provisions of this Agreement, shall be conditional upon, and shall be effective only upon, the closing of the transactions contemplated by the GP Purchase Agreement and the Contribution Agreement (the \u201c Closing \u201d).", "references": ["Assigns", "Approvals", "Transactions With Affiliates", "Entire Agreements", "Insurances", "Closings", "General", "Fees", "Costs", "Qualifications", "Books", "Confidentiality", "Definitions", "Arbitration", "Integration", "Remedies", "Erisa", "Further Assurances", "Venues", "Terminations", "Death", "Base Salary", "Compliance With Laws", "Publicity", "Counterparts", "No Waivers", "Terms", "Subsidiaries", "Representations", "Modifications", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The parties agree that the arbitration of disputes provides mutual advantages in terms of facilitating the fair and expeditious resolution of disputes. In consideration of these mutual advantages, the parties agree to the Arbitration Procedures set forth in Exhibit \u201cA\u201d attached hereto.", "references": ["Miscellaneous", "Taxes", "Positions", "Remedies", "Vesting", "Qualifications", "No Defaults", "Participations", "Interpretations", "Disclosures", "Terminations", "Brokers", "Cooperation", "Further Assurances", "Venues", "Litigations", "No Waivers", "Binding Effects", "Warranties", "No Conflicts", "Applicable Laws", "Solvency", "Waivers", "Organizations", "Representations", "Entire Agreements", "Erisa", "Headings", "Sanctions", "Indemnifications", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a)\u00a0the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b)\u00a0the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section\u00a09.02 ), and, (c)\u00a0except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section\u00a09.02 ) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i)\u00a0any statement, warranty or representation made in or in connection with any Loan Document, (ii)\u00a0the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii)\u00a0the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv)\u00a0the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v)\u00a0the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi)\u00a0the satisfaction of any condition set forth in Article\u00a0IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not \u00fd(x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified \u00fdInstitution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any \u00fdDisqualified Institution.\u00fd Each Lender represents and warrants to the parties hereto that at the time it becomes a Lender, it is not a Disqualified Institution.", "references": ["No Conflicts", "Erisa", "Tax Withholdings", "Disclosures", "Intellectual Property", "Binding Effects", "Cooperation", "Authority", "Arbitration", "Severability", "Enforcements", "Capitalization", "Compliance With Laws", "Records", "No Defaults", "Counterparts", "Indemnity", "Specific Performance", "Enforceability", "Litigations", "Closings", "Base Salary", "Adjustments", "Remedies", "Warranties", "Integration", "Vacations", "Solvency", "Existence", "Interpretations", "Duties"], "gold": ["Duties"]}
+{"input": "All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents or to Lender shall be subject to the prior written approval of Lender. The foregoing is not intended to nor shall it prohibit any required filings by Guarantor under the Securities Act of 1933 or the Securities Exchange Act of 1934. Lender shall have the right to issue any of the foregoing without Borrower\u2019s approval and Borrower authorizes Lender to issue press releases, advertisements and other promotional materials in connection with Lender\u2019s own promotional and marketing activities, and such materials may describe the Loan in general terms or in detail and Lender\u2019s participation therein in the Loan.", "references": ["No Conflicts", "Consent To Jurisdiction", "Entire Agreements", "Effectiveness", "Effective Dates", "Liens", "Assigns", "Authority", "Brokers", "Warranties", "Capitalization", "Amendments", "Approvals", "Applicable Laws", "Non-Disparagement", "Indemnity", "Interpretations", "Releases", "Miscellaneous", "Headings", "No Defaults", "Death", "Use Of Proceeds", "Consents", "Sales", "Closings", "Further Assurances", "Costs", "Terminations", "Fees", "Publicity"], "gold": ["Publicity"]}
+{"input": "Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Grant Notice or, if not defined therein, the Plan.", "references": ["Publicity", "Erisa", "Modifications", "General", "Positions", "Non-Disparagement", "Assigns", "Effective Dates", "Insurances", "Solvency", "Organizations", "Interests", "Governing Laws", "Death", "Withholdings", "Consents", "Disclosures", "Enforcements", "Binding Effects", "No Waivers", "Submission To Jurisdiction", "Fees", "Anti-Corruption Laws", "Remedies", "Transactions With Affiliates", "Waiver Of Jury Trials", "Vacations", "Headings", "Change In Control", "Indemnifications", "Definitions"], "gold": ["Definitions"]}
+{"input": "As a condition to your receipt of the Severance Benefits described above, you must execute and deliver to the Company a release of all claims in a form determined solely by the Company (the \u201c Release \u201d), and such Release must become fully effective and irrevocable (including due to the expiration of any revocation period) no later than seventy-four (74) days following the Termination Date (the date on which the Release becomes effective and irrevocable, the \u201c Release Effective Date \u201d). If the aggregate period during which you are entitled to consider and/or revoke the Release spans two calendar years, no payments under Section 1 above will be made prior to the beginning of the second such calendar year (and any payments otherwise payable prior thereto (if any) will instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, on the first regularly scheduled Company payroll date following the Release Effective Date).", "references": ["Vesting", "Death", "Existence", "Indemnifications", "Participations", "Arbitration", "Authority", "Headings", "Base Salary", "Entire Agreements", "Intellectual Property", "Compliance With Laws", "Venues", "Governing Laws", "Positions", "Interests", "Assigns", "Defined Terms", "Subsidiaries", "Specific Performance", "Agreements", "Consents", "Erisa", "Transactions With Affiliates", "Withholdings", "Taxes", "Warranties", "Integration", "Effective Dates", "Applicable Laws", "Releases"], "gold": ["Releases"]}
+{"input": "The proceeds of the Commitment financing will be used by the Company to repay debt under the Credit Facility to enable the Company to enter into the Refinancing.", "references": ["Litigations", "Enforcements", "Binding Effects", "Enforceability", "Non-Disparagement", "Consents", "Books", "Adjustments", "Venues", "Expenses", "Assignments", "Titles", "Participations", "Indemnifications", "Amendments", "Miscellaneous", "Disability", "No Waivers", "Defined Terms", "Publicity", "Representations", "Terminations", "Employment", "Brokers", "Effective Dates", "Liens", "Further Assurances", "Authority", "Submission To Jurisdiction", "No Conflicts", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Each Participant agrees, as a condition to receipt of any benefits under this Plan, that the restrictions set forth in Sections 3.5 and 3.6 are reasonable in all respects and are necessary for the protection of the goodwill, confidential information and other legitimate interests of the Company. In recognition of the fact that were a Participant to breach any of the covenants contained in Sections 3.5 and 3.6 the damage to the Company would be irreparable, each Participant therefore agrees, as a condition to receipt of any benefits under this Plan, that the Company, in addition to any other remedies available to it under Sections 3.5 and/or 3.6, shall be entitled to injunctive relief against any breach or threatened breach by a Participant of any of such covenants, without having to post bond. In the event that the provisions of Sections 3.5 and/or 3.6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.", "references": ["Waivers", "Change In Control", "Terminations", "Non-Disparagement", "Miscellaneous", "Cooperation", "Survival", "Specific Performance", "Tax Withholdings", "Duties", "Records", "Adjustments", "Counterparts", "Agreements", "Effective Dates", "Erisa", "Qualifications", "Approvals", "Positions", "Base Salary", "No Waivers", "Arbitration", "Headings", "Consent To Jurisdiction", "Fees", "Solvency", "Use Of Proceeds", "Effectiveness", "Indemnity", "Forfeitures", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The agreements in this Section shall survive the resignation of the Agents, the Issuing Bank and any Swing Line Lender, the replacement of any Bank, the termination of the Total Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Death", "Payments", "Warranties", "Representations", "Modifications", "Remedies", "Compliance With Laws", "Miscellaneous", "Solvency", "Specific Performance", "Existence", "Positions", "Transactions With Affiliates", "Headings", "Integration", "Use Of Proceeds", "Defined Terms", "Authority", "Books", "Taxes", "Construction", "Change In Control", "Jurisdictions", "Base Salary", "Cooperation", "Vacations", "Subsidiaries", "Fees", "Approvals", "Indemnifications", "Survival"], "gold": ["Survival"]}
+{"input": "The term of this agreement shall be for 3 months.", "references": ["Consent To Jurisdiction", "Definitions", "Participations", "Applicable Laws", "Construction", "Effectiveness", "Death", "Sales", "Warranties", "Venues", "Subsidiaries", "Disability", "No Waivers", "Assigns", "Sanctions", "General", "Titles", "Withholdings", "No Conflicts", "Assignments", "Use Of Proceeds", "Submission To Jurisdiction", "Defined Terms", "Enforceability", "Taxes", "Enforcements", "Agreements", "Organizations", "Fees", "Adjustments", "Terms"], "gold": ["Terms"]}
+{"input": "To the extent that any court action is permitted consistent with or to enforce Section 10 of this Agreement, the parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.", "references": ["Effectiveness", "Enforceability", "Specific Performance", "Expenses", "Indemnifications", "Sales", "Definitions", "Qualifications", "Titles", "Change In Control", "Entire Agreements", "Non-Disparagement", "Jurisdictions", "Vesting", "Defined Terms", "Employment", "Intellectual Property", "Headings", "Insurances", "Positions", "Benefits", "Authority", "Consents", "Erisa", "Waivers", "Effective Dates", "Powers", "Organizations", "Miscellaneous", "Severability", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "(A) Notwithstanding the foregoing, in the event that a \u201cChange in Control\u201d (which for purposes of this Agreement shall have the meaning set forth in the Plan as modified by the language at the end of this Section 3) occurs at a time when any portion of the Time-Based RSUs remain unvested, then effective upon the consummation of the Change in Control, the vesting of the portion of the Time-Based RSUs which is not then fully vested shall accelerate such that any portion of the Time-Based RSUs which would have become vested during the one-year period following the Change in Control shall become vested effective as of the consummation of the Change in Control.", "references": ["Amendments", "Brokers", "Positions", "Submission To Jurisdiction", "Notices", "Records", "Modifications", "Fees", "Waiver Of Jury Trials", "Terms", "No Defaults", "Base Salary", "Jurisdictions", "Liens", "Transactions With Affiliates", "Organizations", "Vacations", "Authority", "Titles", "Powers", "Capitalization", "Publicity", "Erisa", "Binding Effects", "Subsidiaries", "Duties", "Approvals", "Compliance With Laws", "Specific Performance", "Closings", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The headings of the paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.", "references": ["Enforcements", "Anti-Corruption Laws", "Enforceability", "Sanctions", "Records", "Interests", "Powers", "Applicable Laws", "Notices", "Waiver Of Jury Trials", "Liens", "Governing Laws", "Assignments", "Modifications", "Publicity", "Brokers", "Effectiveness", "Interpretations", "Vacations", "Positions", "Waivers", "Survival", "Severability", "Closings", "Participations", "Assigns", "Employment", "Capitalization", "Litigations", "Non-Disparagement", "Headings"], "gold": ["Headings"]}
+{"input": "The parties understand and agree that this Agreement may not be amended, modified or waived, in whole or in part, expect in a writing approved by the Company\u2019s Board of Directors and signed on behalf of the Company.", "references": ["Insurances", "Miscellaneous", "Records", "Assigns", "Payments", "Counterparts", "Publicity", "Construction", "No Waivers", "Submission To Jurisdiction", "Qualifications", "Expenses", "General", "Binding Effects", "Fees", "Interpretations", "Books", "Warranties", "Terms", "Releases", "Disclosures", "Headings", "Taxes", "Sales", "Powers", "Benefits", "Defined Terms", "Confidentiality", "Jurisdictions", "Specific Performance", "Amendments"], "gold": ["Amendments"]}
+{"input": "The termination of the Agreement shall not affect Agent\u2019s or any Lender\u2019s rights, or any of the Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created and Obligations have been fully paid, disposed of, concluded or liquidated.\u00a0 The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that US Borrowers\u2019 Account or Canadian Borrowers\u2019 Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Loan Party have been paid and performed in full after the termination of this Agreement or each Loan Party has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto.\u00a0 Accordingly, each Loan Party waives any rights which it may have under the Uniform Commercial Code or PPSA to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Loan Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been paid in full in immediately available funds.\u00a0 All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are paid and performed in full.", "references": ["Enforcements", "Disclosures", "Further Assurances", "Confidentiality", "Headings", "Withholdings", "Construction", "Tax Withholdings", "Death", "No Waivers", "Representations", "Amendments", "Vesting", "Employment", "Effective Dates", "Positions", "Warranties", "Cooperation", "Defined Terms", "Forfeitures", "General", "Authority", "Anti-Corruption Laws", "Venues", "Governing Laws", "Vacations", "Integration", "Definitions", "Adjustments", "Qualifications", "Terminations"], "gold": ["Terminations"]}
+{"input": "EACH GRANTOR HEREBY INDEMNIFIES AND HOLDS HARMLESS THE ADMINISTRATIVE AGENT, THE ISSUING LENDERS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN \u201c INDEMNITEE \u201d) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS\u2019 FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THIS SECURITY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE APPLICABLE INDEMNITEE , EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE\u2019S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.", "references": ["Capitalization", "Vesting", "Terminations", "Consents", "No Waivers", "Litigations", "Sanctions", "Withholdings", "General", "Defined Terms", "Binding Effects", "Agreements", "Venues", "Duties", "Books", "Specific Performance", "Terms", "Cooperation", "Entire Agreements", "Death", "No Conflicts", "Construction", "Modifications", "Brokers", "Publicity", "Positions", "Authority", "Miscellaneous", "Authorizations", "Assigns", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This award of RSUs is subject to all of the terms, provisions and restrictions of this Agreement and the Plan.\u00a0\u00a0All decisions or interpretations of the Board or the Committee upon any questions arising under this Agreement or the Plan are binding, conclusive and final.", "references": ["Indemnifications", "Agreements", "Sales", "Titles", "Disability", "Venues", "Construction", "Intellectual Property", "Headings", "Assigns", "Liens", "Erisa", "Authority", "No Waivers", "Withholdings", "Integration", "Defined Terms", "Enforceability", "Vacations", "Arbitration", "No Conflicts", "General", "Amendments", "Financial Statements", "Qualifications", "Closings", "Submission To Jurisdiction", "Binding Effects", "Enforcements", "Powers", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Notwithstanding any other provision in this Indenture, each Noteholder shall have the right which is absolute and unconditional to receive payment of the principal of and interest in respect of such Note as such principal and interest becomes due and payable and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.", "references": ["Anti-Corruption Laws", "Expenses", "Arbitration", "Consents", "Enforcements", "Closings", "Enforceability", "Non-Disparagement", "Interpretations", "Specific Performance", "Use Of Proceeds", "Duties", "Binding Effects", "Headings", "Amendments", "Liens", "Governing Laws", "Definitions", "No Conflicts", "Entire Agreements", "Vacations", "Remedies", "Applicable Laws", "Records", "Miscellaneous", "Titles", "Defined Terms", "Warranties", "Indemnifications", "Erisa", "Interests"], "gold": ["Interests"]}
+{"input": "Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the following provisions: (a)\u00a0the words \u201cthis Agreement,\u201d \u201cherein,\u201d \u201chereby,\u201d \u201chereunder,\u201d \u201chereof,\u201d and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b)\u00a0examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (c)\u00a0the word \u201cincluding\u201d and its derivatives means \u201cincluding without limitation\u201d and is a term of illustration and not of limitation; (d)\u00a0all definitions set forth in this Agreement are deemed applicable whether the words defined are used in this Agreement in the singular or in the plural and correlative forms of defined terms have corresponding meanings; (e)\u00a0the word \u201cor\u201d is not exclusive, and has the inclusive meaning represented by the phrase \u201cand/or\u201d; (f) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (g)\u00a0all references to prices, values or monetary amounts refer to United States dollars; (h)\u00a0wherever used in this Agreement, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (i)\u00a0this Agreement has been jointly prepared by the parties, and this Agreement will not be construed against any Person as the principal draftsperson hereof or thereof and no consideration may be given to any fact or presumption that any party had a greater or lesser hand in drafting this Agreement; (j)\u00a0the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement; (k)\u00a0any references in this Agreement to a particular Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless otherwise expressly stated in this Agreement; the Exhibit attached hereto is incorporated in this Agreement by reference and will be considered part of this Agreement; (l)\u00a0unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all determinations with respect to accounting matters hereunder will be made, in accordance with GAAP, applied on a consistent basis; (m)\u00a0all references to days mean calendar days unless otherwise provided; and (n)\u00a0all references to time mean Houston, Texas time.", "references": ["Effective Dates", "Anti-Corruption Laws", "Withholdings", "Governing Laws", "Headings", "Transactions With Affiliates", "No Defaults", "Further Assurances", "Use Of Proceeds", "Positions", "Consent To Jurisdiction", "Successors", "Vesting", "Publicity", "Effectiveness", "Disclosures", "Titles", "Construction", "Non-Disparagement", "Adjustments", "Authority", "Solvency", "Arbitration", "Enforceability", "Representations", "Defined Terms", "Counterparts", "Participations", "Taxes", "Books", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Agreement, together with the Warrants, constitutes the entire understanding and agreement between the parties as to restrictions on the transferability of the Warrants and Securities for which such Warrants are exercisable and the other matters covered herein and supersedes and replaces any prior or contemporaneous understanding, term sheet, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto.", "references": ["Consents", "Defined Terms", "Remedies", "No Defaults", "Counterparts", "Definitions", "Closings", "Enforceability", "Intellectual Property", "Agreements", "Miscellaneous", "Titles", "Insurances", "Amendments", "Releases", "Authorizations", "Positions", "Assigns", "Disclosures", "Transactions With Affiliates", "Duties", "Non-Disparagement", "Compliance With Laws", "Use Of Proceeds", "Subsidiaries", "Employment", "Sanctions", "Fees", "No Waivers", "Arbitration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each of this Agreement and the Closing Agreements to which the Seller is a party have been and will be duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by each other party thereto, if applicable) each of this Agreement and the Closing Agreements constitutes and will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with the terms thereof, except as the same may be limited by (i)\u00a0bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting generally the enforcement of creditors\u2019 rights and (ii)\u00a0general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).", "references": ["No Conflicts", "Powers", "Successors", "Cooperation", "Transactions With Affiliates", "Indemnity", "Indemnifications", "Costs", "Taxes", "Binding Effects", "Anti-Corruption Laws", "Solvency", "Integration", "Venues", "Adjustments", "Arbitration", "Headings", "Litigations", "Governing Laws", "Brokers", "Further Assurances", "Representations", "Positions", "Publicity", "Existence", "Authority", "Warranties", "Severability", "Duties", "Approvals", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "In the event of a breach by any of the Credit Parties in the performance of any of the terms of this Agreement, the Agent, on behalf of the Financing Parties, may demand specific performance of this Agreement and seek injunctive relief and may exercise any other remedy available at law or in equity, it being recognized that the remedies of the Agent on behalf of the Financing Parties at law may not fully compensate the Agent on behalf of the Financing Parties for the damages they may suffer in the event of a breach hereof.", "references": ["Costs", "Survival", "Terms", "Publicity", "Submission To Jurisdiction", "Titles", "Indemnity", "Anti-Corruption Laws", "No Waivers", "Adjustments", "Brokers", "Approvals", "Capitalization", "Vesting", "Organizations", "Employment", "Change In Control", "No Conflicts", "Transactions With Affiliates", "Cooperation", "Entire Agreements", "Solvency", "Releases", "Intellectual Property", "Existence", "Interests", "Warranties", "Arbitration", "Qualifications", "Participations", "Remedies"], "gold": ["Remedies"]}
+{"input": "No Restricted Person will enter into or engage in any transaction with any Affiliate of a Restricted Person (other than other Restricted Persons) unless such transaction is in the ordinary course of business of such Restricted Person and upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm\u2019s length transaction with a Person not an Affiliate. The restrictions set forth in this Section shall not apply to (a)\u00a0the execution and delivery of any Loan Document, (b)\u00a0compensation to, and the terms of any employment contracts with, individuals who are officers, managers or directors of Restricted Persons (or a related management company), provided that, to the extent such approval is required, such compensation is approved by such Restricted Person\u2019s board of directors or provided for in such Restricted Person\u2019s Organizational Documents, (c)\u00a0Distributions permitted pursuant to Section\u00a07.6 , (d)\u00a0Permitted Investments, (e)\u00a0consolidations permitted by Section\u00a07.4 , (f)\u00a0usual and customary indemnification agreements with respect to directors, officers and managers of the Restricted Persons and their Affiliates, (g)\u00a0the issuance and sale of Equity in Borrower (other than Disqualified Capital Stock) or the amendment of the terms of any Equity issued by Borrower (other than amendments relating to Disqualified Capital Stock), and (h) the Services Agreement.", "references": ["Compliance With Laws", "Organizations", "Counterparts", "Disability", "Consents", "Confidentiality", "Warranties", "Remedies", "Specific Performance", "No Conflicts", "Expenses", "General", "Further Assurances", "Fees", "Consent To Jurisdiction", "Miscellaneous", "Erisa", "Powers", "Base Salary", "Waivers", "Agreements", "Indemnity", "Terminations", "Effectiveness", "Enforceability", "Jurisdictions", "Closings", "Existence", "Brokers", "Indemnifications", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company\u2019s debt (other payment of trade payables in the ordinary course of the Company\u2019s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation, or (d) in violation of FCPA or OFAC regulations.", "references": ["Duties", "Effective Dates", "Warranties", "Enforceability", "Construction", "Qualifications", "Interpretations", "Taxes", "Successors", "Indemnity", "Intellectual Property", "Cooperation", "Subsidiaries", "Jurisdictions", "Effectiveness", "Financial Statements", "Brokers", "Applicable Laws", "Survival", "General", "Modifications", "Entire Agreements", "Indemnifications", "Records", "Employment", "Death", "Existence", "Erisa", "Capitalization", "Agreements", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The execution and delivery by Provider of this Undertaking and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i)\u00a0its articles of incorporation or by-laws, (ii)\u00a0any law, rule or regulation applicable to it, (iii)\u00a0any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv)\u00a0any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and, do not result in the creation or imposition of any Adverse Claim on assets of Provider.", "references": ["Withholdings", "Costs", "Integration", "Counterparts", "Waiver Of Jury Trials", "Solvency", "Payments", "Erisa", "Assigns", "Authority", "Entire Agreements", "Headings", "Venues", "Arbitration", "Enforcements", "Interests", "Base Salary", "Modifications", "Litigations", "Applicable Laws", "Expenses", "Defined Terms", "Transactions With Affiliates", "Closings", "Releases", "Anti-Corruption Laws", "Notices", "Non-Disparagement", "Consents", "Subsidiaries", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Loan Agreement, the Notes or other Loan Documents shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Loan Agreement, the Notes or other Loan Documents or of such provision or obligation in any other jurisdiction.", "references": ["Compliance With Laws", "Authority", "Death", "Adjustments", "Benefits", "Successors", "Approvals", "Intellectual Property", "Publicity", "Capitalization", "Waiver Of Jury Trials", "No Conflicts", "General", "Effectiveness", "Liens", "Withholdings", "Expenses", "Waivers", "Books", "Submission To Jurisdiction", "Brokers", "Qualifications", "Defined Terms", "Vacations", "Governing Laws", "Specific Performance", "Base Salary", "Solvency", "Integration", "Employment", "Severability"], "gold": ["Severability"]}
+{"input": "No waiver by the Company or any Participant, as the case may be, at any time of any breach by the other party of, or of any lack of compliance with, any condition or provision of this Plan to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. All other plans, policies and arrangements of the Company Group in which a Participant participates during the term of this Plan shall be interpreted so as to avoid the duplication of benefits paid hereunder.", "references": ["Indemnifications", "Confidentiality", "Warranties", "Disability", "Further Assurances", "Liens", "Solvency", "Enforcements", "Titles", "Forfeitures", "Entire Agreements", "Assignments", "Venues", "Vesting", "Intellectual Property", "Survival", "Qualifications", "General", "Books", "Payments", "Enforceability", "Amendments", "Brokers", "Remedies", "Headings", "Erisa", "Assigns", "Effectiveness", "Waiver Of Jury Trials", "No Defaults", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Employee shall be eligible to participate in or receive benefits under the vacation and paid time off, health and welfare, deferred compensation and retirement plans generally provided or made available to other senior executive officers of Employer from time to time, including the Executive Choice Plan, subject to the regular eligibility, operational and other requirements of such plans.", "references": ["Adjustments", "Disclosures", "Tax Withholdings", "Notices", "Transactions With Affiliates", "Enforceability", "Liens", "Litigations", "Indemnifications", "Venues", "Miscellaneous", "Submission To Jurisdiction", "Terminations", "Records", "No Waivers", "Insurances", "Indemnity", "Governing Laws", "Remedies", "Entire Agreements", "Costs", "Publicity", "Interests", "Capitalization", "Subsidiaries", "Titles", "Jurisdictions", "Change In Control", "Counterparts", "Releases", "Benefits"], "gold": ["Benefits"]}
+{"input": "The (i)\u00a0audited Consolidated financial statements of the Parent for the fiscal year of the Parent ended September\u00a030, 2017 and (ii)\u00a0the Consolidated financial statements of the Parent for the fiscal quarter of the Parent ended June\u00a030, 2018, in each case, furnished to the Administrative Agent and the Lenders, are true and complete in all material respects, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the date of such financial statements and the results of their operations for the period then ending, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) \u00a0above. Since September\u00a030, 2017, there has been no material change in any Company\u2019s accounting procedures. Since the delivery to the Administrative Agent, for the benefit of the Lenders, pursuant to Section \u00a05.03(b) hereof, of the most recently audited financial statements of the Parent, there has been no material adverse change in the Companies\u2019 financial condition, properties or business, taken as a whole.", "references": ["Titles", "Representations", "Warranties", "Consents", "Transactions With Affiliates", "Liens", "Miscellaneous", "Counterparts", "Governing Laws", "Benefits", "Costs", "No Conflicts", "Records", "Integration", "No Defaults", "Terms", "Taxes", "Organizations", "Assignments", "Fees", "Waiver Of Jury Trials", "Books", "Binding Effects", "Terminations", "Vesting", "Enforceability", "Employment", "Construction", "Authority", "General", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "For purposes of this Agreement, \u201cChange in Control\u201d shall have the meaning provided in the Company\u2019s 2017 Equity Incentive Plan, as it may be amended from time to time.", "references": ["Withholdings", "Duties", "Applicable Laws", "Governing Laws", "Litigations", "Miscellaneous", "Venues", "Binding Effects", "Vacations", "Compliance With Laws", "Brokers", "Counterparts", "Submission To Jurisdiction", "Headings", "Indemnifications", "Financial Statements", "Taxes", "Survival", "Terminations", "Forfeitures", "Modifications", "Amendments", "Indemnity", "Insurances", "Fees", "Terms", "Sales", "Enforcements", "Vesting", "Warranties", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The Participant has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Failure by you or PRGX at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRGX of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this Agreement. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement contains the entire agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein.", "references": ["Specific Performance", "Brokers", "Closings", "Erisa", "Definitions", "Benefits", "Disclosures", "Warranties", "Authority", "Litigations", "Expenses", "Fees", "Titles", "Powers", "Anti-Corruption Laws", "General", "Severability", "No Defaults", "Forfeitures", "Subsidiaries", "Positions", "Qualifications", "Binding Effects", "Non-Disparagement", "Adjustments", "Taxes", "Authorizations", "Payments", "Vesting", "Headings", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This is to notify the Undersigned that this Agreement does not apply to an INVENTION for which no equipment, supplies, facility, trade secret or CONFIDENTIAL INFORMATION of the Company was used and which was developed entirely on the Undersigned\u2019s own time, and (1)\u00a0which does not relate (a)\u00a0directly to the business of the Company or (b)\u00a0to the Company\u2019s actual or demonstrably anticipated research or development, or (2)\u00a0which does not result from any work performed by the Undersigned for the Company.", "references": ["Base Salary", "Agreements", "Applicable Laws", "Amendments", "Solvency", "Sanctions", "Records", "Benefits", "Definitions", "Assigns", "Enforceability", "Enforcements", "Fees", "Capitalization", "Indemnifications", "Submission To Jurisdiction", "Payments", "Survival", "Interpretations", "Effectiveness", "Death", "No Defaults", "Headings", "Erisa", "Severability", "Defined Terms", "Remedies", "Titles", "Vacations", "Specific Performance", "Notices"], "gold": ["Notices"]}
+{"input": "The Committee shall have authority to adjust or modify the terms of the Plan, Bonuses and/or Performance Metrics due to extraordinary items, transactions, events or developments, or in recognition of other unusual, nonrecurring or infrequent events affecting the Company or the financial statements of the Company, or in response to changes in Applicable Law or accounting principles, subject to the requirements of Applicable Law.", "references": ["Indemnity", "Severability", "Change In Control", "Entire Agreements", "Enforceability", "Existence", "Records", "Fees", "Litigations", "Withholdings", "Non-Disparagement", "Disability", "Assigns", "Warranties", "Submission To Jurisdiction", "Notices", "Arbitration", "Enforcements", "Positions", "Brokers", "Confidentiality", "Consent To Jurisdiction", "Death", "Expenses", "General", "Interests", "Successors", "Costs", "Intellectual Property", "Defined Terms", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "At any time during or after the period of employment with the Company, Employee shall comply with all Company policies concerning Inventions and shall fully cooperate with the Company and its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company\u2019s rights in and to any of such Inventions, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights with respect to any such Inventions in the United States and in any and all other countries, provided that the Company shall bear the expense of such proceedings, and that any patent or other legal right so issued to Employee personally shall be assigned by Employee to the Company or its designee without any further compensation to Employee. Employee designates the Company as his or her agent, and grants to the Company a power of attorney with full power of substitution (which power of attorney shall be deemed coupled with an interest), for the purpose of effecting the foregoing assignments to the Company. Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any Inventions assigned under this Agreement to the Company.", "references": ["Consent To Jurisdiction", "General", "Survival", "Binding Effects", "Releases", "Fees", "Disability", "Agreements", "Venues", "Participations", "Tax Withholdings", "Notices", "Non-Disparagement", "Amendments", "Terminations", "Liens", "Approvals", "Consents", "Powers", "Defined Terms", "Adjustments", "Authorizations", "Litigations", "Financial Statements", "Subsidiaries", "Compliance With Laws", "Erisa", "Brokers", "Benefits", "No Defaults", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Agreement, together with the Schedules and Exhibits attached hereto, all of which are incorporated by reference, is the entire agreement between the parties with respect to the subject matter hereof, and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by both parties and approved by the Office of the Attorney General of the State of Connecticut. This Agreement supersedes in its entirety any other agreement (written or verbal) entered into by the parties with respect to the Property.", "references": ["Litigations", "Counterparts", "Specific Performance", "Consent To Jurisdiction", "Benefits", "Further Assurances", "Use Of Proceeds", "Effective Dates", "Consents", "Non-Disparagement", "Disability", "Headings", "Approvals", "Assignments", "Remedies", "Insurances", "Submission To Jurisdiction", "General", "Liens", "Miscellaneous", "Jurisdictions", "Vacations", "Notices", "Compliance With Laws", "Authority", "Anti-Corruption Laws", "Indemnifications", "Defined Terms", "Positions", "Solvency", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All payments of accrued interest and/or principal and interest hereon shall be payable in lawful money of the United States and in immediately available funds.\u00a0 All payments received shall be applied: (i) first, to payment of accrued and unpaid interest, if any; (ii) second, to payment of any outstanding principal then due, if any; (iii) third to late charges, if any, then due and owing; (iv) fourth, to reasonable out-of-pocket attorneys\u2019 fees and costs of collection of the Loan; and (v) fifth, absent an Event of Default, to Borrower (and otherwise to reduce the outstanding principal balance of the Note until such principal shall have been fully repaid); provided, however, following an Event of Default, and until cured, if cured and if Lender accepts the cure, all payments shall be applied in any order determined by Lender in its sole discretion.\u00a0All payments due hereunder shall be made without offset, demand (unless expressly required by this Agreement or another Loan Document), counterclaim, deduction, abatement, defense or recoupment, each of which Borrower hereby waives; provided payment shall not be deemed a waiver of defenses or counterclaims.", "references": ["Change In Control", "Powers", "Financial Statements", "Employment", "Arbitration", "Approvals", "Representations", "Solvency", "Benefits", "No Waivers", "Records", "Consents", "Entire Agreements", "Defined Terms", "Effectiveness", "Releases", "Positions", "Titles", "Death", "Litigations", "Subsidiaries", "Further Assurances", "Consent To Jurisdiction", "Costs", "Insurances", "Brokers", "Sales", "Capitalization", "Construction", "Enforceability", "Payments"], "gold": ["Payments"]}
+{"input": "In addition to any adjustments pursuant to Section 8, the Holders shall, as holders of Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock to the same extent as if such Holders had converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends and distributions. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of shares of Common Stock (provided, however, to the extent that a Holder\u2019s right to participate in any such dividend or distribution would result in such Holder exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of such Holder until such time, if ever, as its right thereto would not result in such Holder exceeding the Maximum Percentage).", "references": ["Taxes", "No Waivers", "Duties", "Approvals", "Benefits", "Effectiveness", "Miscellaneous", "Applicable Laws", "Releases", "Definitions", "Insurances", "Successors", "Notices", "Capitalization", "Adjustments", "Indemnity", "Consent To Jurisdiction", "Agreements", "Indemnifications", "Specific Performance", "Terminations", "Survival", "Authority", "Effective Dates", "Waivers", "Anti-Corruption Laws", "Modifications", "Governing Laws", "Liens", "Records", "Participations"], "gold": ["Participations"]}
+{"input": "Section\u00a0headings herein are included for convenience of reference only and shall not affect the interpretation of this Security Agreement.", "references": ["Participations", "Use Of Proceeds", "Death", "Closings", "Effective Dates", "Consents", "Expenses", "Effectiveness", "Waiver Of Jury Trials", "Litigations", "Forfeitures", "Disclosures", "Withholdings", "Publicity", "Non-Disparagement", "Change In Control", "Remedies", "Existence", "Erisa", "Indemnifications", "Terminations", "Tax Withholdings", "Interests", "Payments", "Interpretations", "General", "Qualifications", "Governing Laws", "Representations", "Books", "Headings"], "gold": ["Headings"]}
+{"input": "Except as described in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.", "references": ["Publicity", "Books", "Existence", "Effectiveness", "Non-Disparagement", "Powers", "Remedies", "Interpretations", "Qualifications", "Miscellaneous", "Sanctions", "Positions", "Litigations", "Tax Withholdings", "Releases", "Capitalization", "Entire Agreements", "Titles", "Consents", "Assigns", "No Conflicts", "Agreements", "Approvals", "Forfeitures", "Definitions", "Insurances", "Brokers", "Compliance With Laws", "Authority", "Records", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Subject to the provisions of Sections 3(b) through 3(d) hereof, all unvested shares of Restricted Stock shall be immediately forfeited upon the Participant\u2019s Termination for any reason.", "references": ["Defined Terms", "Vesting", "Agreements", "Notices", "Organizations", "Disability", "Solvency", "Waiver Of Jury Trials", "Integration", "Enforceability", "Fees", "Closings", "Survival", "Financial Statements", "Counterparts", "Further Assurances", "Indemnity", "Benefits", "Assigns", "Terminations", "Interests", "Costs", "Specific Performance", "Waivers", "Capitalization", "Qualifications", "Anti-Corruption Laws", "Tax Withholdings", "Use Of Proceeds", "Participations", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The Award (as provided on the cover page) is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan (the \u201cPlan\u201d). Unless otherwise defined herein, all capitalized terms in this Restricted Stock Incentive Award Agreement (the \u201cAward Agreement\u201d) shall have the meaning stated in the Plan. Please see the Plan document for more information on these terms and conditions. A copy of the Plan is available upon request.", "references": ["Organizations", "Qualifications", "Change In Control", "Arbitration", "Books", "Brokers", "Expenses", "Enforceability", "Construction", "No Conflicts", "Waiver Of Jury Trials", "Fees", "Terminations", "Interests", "Remedies", "Capitalization", "Forfeitures", "Governing Laws", "Representations", "Notices", "Records", "Closings", "Withholdings", "Effectiveness", "Modifications", "Adjustments", "Publicity", "Agreements", "Taxes", "Benefits", "Terms"], "gold": ["Terms"]}
+{"input": "Any notice or filing required or permitted to be given to the Plan Administration Committee or the Company under the Plan shall be sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of Abbott Laboratories, directed to the attention of the Plan Administration Committee. Such notice shall be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.", "references": ["Participations", "Indemnifications", "Organizations", "Sanctions", "Fees", "Powers", "Duties", "Consent To Jurisdiction", "Subsidiaries", "Entire Agreements", "Authorizations", "Venues", "Death", "Construction", "Non-Disparagement", "Disability", "Withholdings", "Base Salary", "Governing Laws", "Terminations", "Existence", "Financial Statements", "Integration", "Sales", "Interests", "Records", "Enforceability", "Assigns", "Defined Terms", "Cooperation", "Notices"], "gold": ["Notices"]}
+{"input": "For purposes of this Section\u00a02.17 , the term \u201cLender\u201d includes the Issuing Banks and the term \u201capplicable law\u201d includes FATCA.", "references": ["Positions", "Duties", "Effective Dates", "Financial Statements", "Titles", "Remedies", "Jurisdictions", "Withholdings", "Sanctions", "Interests", "Survival", "Insurances", "Entire Agreements", "Participations", "Intellectual Property", "Indemnifications", "Arbitration", "Assignments", "Indemnity", "Forfeitures", "Erisa", "Litigations", "Death", "Closings", "No Waivers", "No Conflicts", "Venues", "Base Salary", "Organizations", "Authorizations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of an Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of an Acquired Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of an Acquired Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials.", "references": ["Titles", "Vacations", "Taxes", "Releases", "Payments", "Powers", "Interpretations", "Sales", "Solvency", "Arbitration", "Indemnifications", "Representations", "Liens", "Entire Agreements", "Publicity", "Further Assurances", "Warranties", "Vesting", "Disability", "Brokers", "Venues", "Terms", "Records", "Governing Laws", "Sanctions", "Withholdings", "Tax Withholdings", "Interests", "Construction", "Enforceability", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "If any provision of this Settlement Agreement shall be held by a court of\u00a0competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain\u00a0in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that has the effect nearest to that of\u00a0the\u00a0provision to be replaced.", "references": ["Disability", "Capitalization", "Definitions", "Indemnity", "Approvals", "Participations", "Defined Terms", "Change In Control", "Benefits", "Payments", "Effectiveness", "Disclosures", "Arbitration", "Solvency", "Effective Dates", "Warranties", "Use Of Proceeds", "Authorizations", "Survival", "Non-Disparagement", "Tax Withholdings", "Vesting", "Venues", "Titles", "Publicity", "Positions", "Indemnifications", "Further Assurances", "Headings", "Representations", "Severability"], "gold": ["Severability"]}
+{"input": "The Guarantor agrees that, as between the Guarantor and the Protected Parties, an Obligation may be declared to be forthwith due and payable as provided under Article VIII (and shall be deemed to have become automatically due and payable in the circumstances provided therein) for purposes of Section\u00a010.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantor for purposes of Section\u00a010.01 .", "references": ["Litigations", "Books", "Publicity", "Financial Statements", "Taxes", "Titles", "Governing Laws", "Participations", "Anti-Corruption Laws", "Erisa", "Specific Performance", "Integration", "Further Assurances", "Terminations", "Amendments", "Change In Control", "Fees", "Agreements", "Payments", "Transactions With Affiliates", "Liens", "Death", "General", "Consent To Jurisdiction", "Indemnifications", "Approvals", "Tax Withholdings", "Waivers", "Closings", "No Conflicts", "Remedies"], "gold": ["Remedies"]}
+{"input": "In the event that any action, suit or other proceeding is instituted based upon or arising out of this Agreement or the matters contemplated herein or any other matter relating to the equity interests of the Investors in the Company (whether based on breach of contract, tort, breach of duty or any other theory), the prevailing party shall recover all of such party\u2019s costs (including, but not limited to expert witness costs) and reasonable attorneys\u2019 fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.", "references": ["Organizations", "Anti-Corruption Laws", "Sales", "Indemnity", "Publicity", "Benefits", "Consent To Jurisdiction", "No Defaults", "Further Assurances", "Confidentiality", "Positions", "Remedies", "Indemnifications", "Vacations", "Integration", "Taxes", "Entire Agreements", "Expenses", "Adjustments", "Authorizations", "Disability", "Forfeitures", "Modifications", "Employment", "Specific Performance", "Solvency", "Intellectual Property", "Compliance With Laws", "Transactions With Affiliates", "Records", "Costs"], "gold": ["Costs"]}
+{"input": "Unless the parties otherwise agree, all notices, offers, acceptances and any other acts under this Agreement (except payment) shall be done electronically through the E*TRADE management system.", "references": ["Existence", "Consent To Jurisdiction", "Assignments", "Positions", "Duties", "Publicity", "Vacations", "Indemnity", "Erisa", "Books", "Waiver Of Jury Trials", "Modifications", "Further Assurances", "Applicable Laws", "Transactions With Affiliates", "Arbitration", "No Defaults", "Closings", "Solvency", "Effective Dates", "Capitalization", "Governing Laws", "Subsidiaries", "Enforcements", "No Conflicts", "Adjustments", "Integration", "Approvals", "Forfeitures", "Consents", "Notices"], "gold": ["Notices"]}
+{"input": "THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.", "references": ["Authorizations", "Venues", "Terms", "Severability", "Terminations", "Base Salary", "Erisa", "Taxes", "Sales", "Adjustments", "Costs", "Positions", "Confidentiality", "Approvals", "Arbitration", "Interpretations", "Enforcements", "Disability", "Fees", "Vesting", "No Conflicts", "Insurances", "Entire Agreements", "Employment", "Representations", "Capitalization", "Participations", "Payments", "Forfeitures", "Liens", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Upon Employee's death or permanent disability during the Employment Period, the employment relationship created pursuant to this Agreement will immediately terminate and no further compensation will become payable to Employee pursuant to Section\u00a06 or Section\u00a07 . Should Employee's employment with the Company terminate by reason of Employee's death or permanent disability during the Employment Period, (i)\u00a0the unpaid base salary earned by Employee pursuant to Section\u00a06.A for services rendered through the date of Employee's death or permanent disability, as applicable, (ii)\u00a0any accrued but unpaid compensation pursuant to Section\u00a06.C determined by the Compensation Committee, in its sole direction, to have been earned in respect of the immediately preceding calendar year (\" Bonus Amount \") as of the date of death or permanent disability, (iii)\u00a0any accrued but unpaid paid time off (\" PTO \"), if any, (iv)\u00a0unreimbursed amounts under Section\u00a07.A , and (v)\u00a0the limited death, disability, and/or income continuation benefits provided under Section\u00a07.B , if any, will be payable within thirty (30)\u00a0days of the death or permanent disability, excluding any Bonus Amount, which will be paid in accordance with Section\u00a06.C . For purposes of this Agreement, Employee will be deemed \" permanently disabled \" if Employee is so characterized pursuant to the terms of the Company's disability policies or programs applicable to Employee from time to time, or if no such policy is applicable, if Employee is unable to perform his duties or responsibilities to the Company as a result of physical or mental ailment or incapacity for an aggregate period of one hundred and eighty (180)\u00a0calendar days (whether or not consecutive).", "references": ["Counterparts", "No Defaults", "Brokers", "Notices", "Costs", "Taxes", "Anti-Corruption Laws", "Arbitration", "Binding Effects", "Vesting", "Venues", "Sanctions", "Fees", "Erisa", "Modifications", "Adjustments", "Non-Disparagement", "Successors", "Tax Withholdings", "Definitions", "Duties", "Applicable Laws", "Survival", "Further Assurances", "Titles", "Litigations", "Effective Dates", "Withholdings", "Expenses", "Governing Laws", "Death"], "gold": ["Death"]}
+{"input": "No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time .", "references": ["Solvency", "Confidentiality", "Capitalization", "Entire Agreements", "General", "Enforcements", "Subsidiaries", "Powers", "Assigns", "Compliance With Laws", "Interests", "Closings", "Disclosures", "Agreements", "Employment", "Specific Performance", "Sales", "Benefits", "Interpretations", "Erisa", "Expenses", "Liens", "Applicable Laws", "No Defaults", "Survival", "Financial Statements", "Remedies", "Submission To Jurisdiction", "Participations", "Venues", "Waivers"], "gold": ["Waivers"]}
+{"input": "As used in this Agreement, any reference to \u201cPraxair\u201d shall include its predecessors and successors and, in their capacities as such, all of its present, past, and future directors, officers, employees, representatives, attorneys, insurers, reinsurers, agents and assigns, as well as its parents, affiliates, divisions and subsidiaries, and any reference to Employee shall include, in their capacities as such, his heirs, administrators, representatives, attorneys, agents, and assigns.", "references": ["Qualifications", "Confidentiality", "Non-Disparagement", "Agreements", "Disability", "Consent To Jurisdiction", "Indemnifications", "Financial Statements", "Enforceability", "No Defaults", "Integration", "Applicable Laws", "Existence", "Costs", "Modifications", "Change In Control", "Survival", "Insurances", "Duties", "Erisa", "Notices", "Publicity", "Expenses", "Participations", "Assignments", "Titles", "Compliance With Laws", "Waiver Of Jury Trials", "Capitalization", "Consents", "Definitions"], "gold": ["Definitions"]}
+{"input": "Each party shall be responsible for paying its own fees, costs and expenses in connection with this Agreement and the transactions herein contemplated.", "references": ["Intellectual Property", "Enforcements", "Notices", "Governing Laws", "General", "Disability", "Survival", "Records", "Confidentiality", "Taxes", "Positions", "Assignments", "Severability", "Withholdings", "Insurances", "Enforceability", "Qualifications", "Terminations", "Titles", "Compliance With Laws", "Fees", "Erisa", "Tax Withholdings", "Agreements", "Use Of Proceeds", "Binding Effects", "Submission To Jurisdiction", "Brokers", "Venues", "Non-Disparagement", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of Illinois without reference to the principles of conflicts of law of the State of Illinois or any other jurisdiction, and where applicable, the laws of the United States.", "references": ["Liens", "No Waivers", "Venues", "Intellectual Property", "Solvency", "Enforcements", "Expenses", "Approvals", "Submission To Jurisdiction", "Capitalization", "No Conflicts", "Financial Statements", "Headings", "Sanctions", "Jurisdictions", "Titles", "Tax Withholdings", "Construction", "Sales", "Consent To Jurisdiction", "Withholdings", "Authority", "General", "Records", "Erisa", "Publicity", "No Defaults", "Assignments", "Litigations", "Binding Effects", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing.", "references": ["Terminations", "Duties", "Integration", "Payments", "Non-Disparagement", "Compliance With Laws", "Interests", "Powers", "Effective Dates", "Applicable Laws", "Tax Withholdings", "Capitalization", "Construction", "Warranties", "Notices", "Vacations", "Base Salary", "Use Of Proceeds", "Anti-Corruption Laws", "Approvals", "Remedies", "Change In Control", "Assigns", "Liens", "Subsidiaries", "Enforcements", "Consents", "Transactions With Affiliates", "Releases", "Severability", "Agreements"], "gold": ["Agreements"]}
+{"input": "The Company and its Subsidiaries do not own any real property and have good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.", "references": ["Base Salary", "Change In Control", "Amendments", "Sales", "Notices", "Interests", "Non-Disparagement", "Counterparts", "Effective Dates", "Governing Laws", "Terminations", "Benefits", "Definitions", "Construction", "Compliance With Laws", "Organizations", "Jurisdictions", "Assignments", "Insurances", "Adjustments", "Waiver Of Jury Trials", "Brokers", "Costs", "General", "Withholdings", "Effectiveness", "Consent To Jurisdiction", "Participations", "Tax Withholdings", "Liens", "Titles"], "gold": ["Titles"]}
+{"input": "There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other entity now pending against any Loan Party or, to the actual knowledge of a Responsible Officer of the Manager or any Loan Party, now pending or threatened in writing, against or affecting any Loan Party or the Manager, as applicable, which actions, suits or proceedings (i) involve the Loan Documents or the transactions contemplated hereby or thereby or (ii) if adversely determined, would reasonably be expected to have a Material Adverse Effect. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other entity that resulted in a judgment against any Loan Party that has not been paid in full that would otherwise constitute an Event of Default.", "references": ["Adjustments", "Capitalization", "Releases", "Sales", "Sanctions", "Waivers", "Vesting", "Employment", "Withholdings", "Enforcements", "Titles", "Notices", "Participations", "Change In Control", "Taxes", "Indemnity", "Counterparts", "Construction", "Miscellaneous", "Solvency", "Survival", "Compliance With Laws", "Death", "Authorizations", "Cooperation", "Further Assurances", "Qualifications", "Representations", "Submission To Jurisdiction", "Successors", "Litigations"], "gold": ["Litigations"]}
+{"input": "On the date of each Borrowing hereunder and the issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing.", "references": ["Transactions With Affiliates", "Jurisdictions", "Existence", "Disability", "Interests", "Indemnity", "Powers", "Assignments", "Liens", "Defined Terms", "Representations", "Severability", "Successors", "Effectiveness", "Payments", "Disclosures", "Benefits", "No Conflicts", "Books", "Adjustments", "Governing Laws", "Insurances", "Enforceability", "Headings", "Costs", "Change In Control", "Consent To Jurisdiction", "Interpretations", "Subsidiaries", "Arbitration", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "During and after Executive\u2019s provision of services to Company and following termination of this Agreement, Executive agrees not to disparage, either orally or in writing, Company or Concho businesses, products, services or practices, or any of Concho\u2019s directors, officers or employees.", "references": ["Miscellaneous", "Anti-Corruption Laws", "Authorizations", "Tax Withholdings", "Compliance With Laws", "Consent To Jurisdiction", "Approvals", "Forfeitures", "Terminations", "Waivers", "Assignments", "Binding Effects", "Use Of Proceeds", "Modifications", "Applicable Laws", "Death", "Submission To Jurisdiction", "Financial Statements", "Adjustments", "Liens", "Sales", "Insurances", "Intellectual Property", "Remedies", "Governing Laws", "Solvency", "Entire Agreements", "Definitions", "Specific Performance", "Agreements", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Plan shall be governed and construed in accordance with applicable federal law; provided, however, that wherever such law does not otherwise preempt state law, the laws of the State of New York shall govern.", "references": ["Expenses", "Payments", "Successors", "Interests", "No Waivers", "Releases", "Financial Statements", "Subsidiaries", "Binding Effects", "Vesting", "Jurisdictions", "Disclosures", "Intellectual Property", "Headings", "Notices", "Representations", "Fees", "Counterparts", "Powers", "General", "Erisa", "Duties", "Litigations", "Costs", "Agreements", "Enforceability", "Non-Disparagement", "Remedies", "No Conflicts", "Specific Performance", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Amendment shall constitute a Credit Document for the purposes of the Credit Agreement and the other Credit Documents.", "references": ["No Defaults", "Defined Terms", "Miscellaneous", "Vacations", "Specific Performance", "Powers", "Fees", "Employment", "Confidentiality", "Terms", "Anti-Corruption Laws", "Authority", "Solvency", "Effective Dates", "Governing Laws", "Financial Statements", "No Waivers", "Intellectual Property", "Venues", "Payments", "Entire Agreements", "Costs", "Insurances", "Use Of Proceeds", "Publicity", "Headings", "Cooperation", "Erisa", "Representations", "Non-Disparagement", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Employee hereby represents to Extraction that Employee has read and understands, and agrees to be bound by, the terms of this Article VIII. Employee acknowledges that the geographic scope and duration of the covenants contained in this Article VIII are the result of arm\u2019s-length bargaining and are fair and reasonable in light of %3)\u00a0the nature and wide geographic scope of the operations of the Business, %3)\u00a0Employee\u2019s level of control over and contact with the Business in all jurisdictions in which it is conducted, %3)\u00a0the fact that the Business is conducted throughout the Restricted Area and %3) the amount of Confidential Information that Employee is receiving in connection with the performance of Employee\u2019s duties hereunder. It is the desire and intent of the parties that the provisions of this Article VIII be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and therefore, to the extent permitted by applicable Legal Requirements, Employee and Extraction hereby waive any provision of applicable Legal Requirements that would render any provision of this Article VIII invalid or unenforceable.", "references": ["Definitions", "Titles", "Powers", "Participations", "Construction", "Qualifications", "Tax Withholdings", "Releases", "Modifications", "Capitalization", "Interests", "Sanctions", "Cooperation", "Specific Performance", "No Waivers", "Waiver Of Jury Trials", "Disclosures", "Publicity", "Insurances", "Agreements", "Arbitration", "Fees", "Effectiveness", "Waivers", "Brokers", "Existence", "Counterparts", "Consents", "Books", "Representations", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by Participant to the Company or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with the Participant\u2019s participation in the Plan.", "references": ["Headings", "Cooperation", "Agreements", "Expenses", "Consent To Jurisdiction", "Notices", "Entire Agreements", "Brokers", "Arbitration", "Qualifications", "No Waivers", "Fees", "Applicable Laws", "Vacations", "Definitions", "Successors", "Enforcements", "No Conflicts", "Sales", "Disclosures", "Non-Disparagement", "Positions", "Enforceability", "Counterparts", "Assignments", "Participations", "Amendments", "Forfeitures", "Erisa", "Records", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "It is the intention of the parties hereto that the transfer and assignment herein contemplated constitute a sale of the RRB Property from the Seller to the Issuer and that no interest in, or title to, the RRB Property shall be part of the Seller\u2019s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.\u00a0 No portion of the RRB Property has been sold, transferred, assigned, pledged or otherwise conveyed by the Seller to any Person other than the Issuer and no security agreement, financing statement or equivalent security or lien instrument listing the Seller as debtor covering all or any part of the RRB Property is on file or of record in any jurisdiction, except such as may have been filed, recorded or made in favor of the Issuer or the Indenture Trustee in connection with the Basic Documents.\u00a0 On the Closing Date, immediately upon the sale hereunder, the Seller has transferred, sold and conveyed the RRB Property to the Issuer, free and clear of all Liens (including the Lien of the Seller\u2019s first mortgage indenture but excluding any Lien created pursuant to RSA 369-B:7, VIII and any Lien that may be granted under the Basic Documents), and pursuant to RSA 369-B:6, V such transfer shall be treated as an absolute transfer of all of the Seller\u2019s right, title and interest (as a true sale), and not as a pledge or other financing of, the RRB Property.", "references": ["Entire Agreements", "Agreements", "Notices", "Benefits", "Enforceability", "No Conflicts", "Submission To Jurisdiction", "Compliance With Laws", "Consents", "Miscellaneous", "Intellectual Property", "Positions", "Warranties", "Headings", "Arbitration", "Adjustments", "Existence", "Effectiveness", "Participations", "Enforcements", "Consent To Jurisdiction", "Expenses", "Authorizations", "Use Of Proceeds", "Vesting", "Definitions", "Duties", "Interpretations", "Vacations", "Change In Control", "Titles"], "gold": ["Titles"]}
+{"input": "Request any Borrowing, or use, or permit its Subsidiaries or its or their respective directors, officers, employees and agents to use, the proceeds of any Borrowing (i)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii)\u00a0in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Costs", "Disclosures", "Consent To Jurisdiction", "Compliance With Laws", "Construction", "Warranties", "Vacations", "Counterparts", "Consents", "Assignments", "Specific Performance", "Sanctions", "Powers", "Modifications", "Severability", "Qualifications", "Venues", "Further Assurances", "Notices", "Assigns", "Disability", "Submission To Jurisdiction", "Employment", "Confidentiality", "Approvals", "Survival", "Duties", "Withholdings", "Interests", "Headings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed a Director of the Company in the class of directors up for election at the 2016 Annual Meeting of Stockholders (the \u201c 2016 Annual Meeting \u201d) immediately upon the execution of this Agreement, and the Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, and in accordance with the duties imposed by Maryland law, the Company\u2019s Articles of Restatement, the Company\u2019s By Laws (the \u201c Bylaws \u201d) and applicable stock exchange regulations, provided, however, that the Director\u2019s continued service on the Board of Directors of the Company (the \u201c Board \u201d) for any period following the 2016 Annual Meeting shall be subject to the nomination of the Director for election by the Company\u2019s stockholders by the Company\u2019s Nominating Committee for such period, and the election of the Director by the stockholders of the Company.", "references": ["Confidentiality", "Erisa", "Costs", "Specific Performance", "Applicable Laws", "Sanctions", "Litigations", "Anti-Corruption Laws", "Effective Dates", "Indemnity", "Vesting", "Qualifications", "Terms", "No Conflicts", "Death", "Construction", "Solvency", "Effectiveness", "Existence", "Financial Statements", "Books", "Approvals", "Further Assurances", "Integration", "Change In Control", "Payments", "Expenses", "Terminations", "Agreements", "Amendments", "Positions"], "gold": ["Positions"]}
+{"input": "In consideration of Executive\u2019s service to the Company, Executive\u2019s promise to arbitrate all employment related disputes and Executive\u2019s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive\u2019s service to the Company under this Agreement or otherwise or the termination of Executive\u2019s service with the Company, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in the Revised Code of Washington Chapter 7.04 (the \u201cRules\u201d) and pursuant to Washington law. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, claims of harassment, discrimination or wrongful termination. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.", "references": ["Approvals", "Survival", "Use Of Proceeds", "Expenses", "Notices", "Positions", "Headings", "Releases", "Amendments", "Insurances", "Transactions With Affiliates", "No Defaults", "Remedies", "Liens", "Compliance With Laws", "Arbitration", "Representations", "Assignments", "Waivers", "Enforcements", "Governing Laws", "Subsidiaries", "Effective Dates", "Employment", "Disability", "Capitalization", "Construction", "Solvency", "Entire Agreements", "Consents", "General"], "gold": ["General"]}
+{"input": "If either Party determines in its reasonable discretion that any further instruments, assurances or other things are necessary or desirable to carry out the terms of this Agreement, the other Party will execute and deliver all such instruments and assurances and do all things reasonably necessary or desirable to carry out the terms of this Agreement.", "references": ["Assignments", "Cooperation", "Erisa", "Integration", "Insurances", "Forfeitures", "Assigns", "Costs", "Waivers", "Terms", "No Conflicts", "Litigations", "Authorizations", "Releases", "Specific Performance", "Amendments", "Indemnity", "Effective Dates", "Base Salary", "Qualifications", "Survival", "Titles", "General", "Venues", "Liens", "Enforceability", "Defined Terms", "Applicable Laws", "Brokers", "Non-Disparagement", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Lenders agree to indemnify Agent (to the extent not reimbursed by Borrowers hereunder and without limiting the Obligations of Borrowers hereunder) ratably, in accordance with their Pro Rata Shares, for any and all claims of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Financing Agreement or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses that Agent is obligated to pay hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided , that , no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the party to be indemnified as determined by a final non-appealable judgment of a court of competent jurisdiction.", "references": ["Integration", "Disability", "Submission To Jurisdiction", "Interpretations", "Non-Disparagement", "Positions", "Headings", "Consent To Jurisdiction", "Counterparts", "Compliance With Laws", "Existence", "Modifications", "Books", "General", "Confidentiality", "Adjustments", "Survival", "Qualifications", "Use Of Proceeds", "Sanctions", "Assignments", "Withholdings", "Sales", "Warranties", "Duties", "Powers", "Closings", "Assigns", "Benefits", "Agreements", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The term of this Agreement shall commence on the Effective Date and continue for a three-year period (the \u201cInitial Term\u201d). Thereafter, the term of this Agreement shall automatically renew for additional one-year periods (each, a \u201cRenewal Term\u201d) in accordance with the terms of this Agreement unless either party notifies the other party in writing of its intention not to renew this Agreement (a \u201cNotice of Nonrenewal\u201d) at least 90 days prior to the expiration of the Initial Term or the then current Renewal Term, as applicable (such period, the \u201cAdvance Notice Period\u201d).\u00a0 The Initial Term, together with any Renewal Term(s), shall hereinafter be referred to as the \u201cTerm.\u201d\u00a0 In event of a Change in Control, the Term shall end on the later of (i) the expiration date of the Term as appropriately specified in a Notice of Nonrenewal; or (ii) 24 months from the effective date of the Change in Control.", "references": ["Compliance With Laws", "Subsidiaries", "Withholdings", "Governing Laws", "Participations", "Fees", "Records", "Duties", "Arbitration", "Interpretations", "No Defaults", "Indemnifications", "Effectiveness", "Notices", "Positions", "Remedies", "Further Assurances", "Waivers", "Vacations", "Indemnity", "No Conflicts", "Publicity", "Confidentiality", "Terminations", "Change In Control", "Assigns", "Solvency", "No Waivers", "Payments", "Sanctions", "Terms"], "gold": ["Terms"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.\u00a0\u00a0The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087 or subsequent recodification thereof, as applicable) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan.", "references": ["Interests", "Defined Terms", "Effective Dates", "Jurisdictions", "Consents", "Survival", "Anti-Corruption Laws", "Intellectual Property", "Fees", "Notices", "Duties", "Approvals", "Effectiveness", "Solvency", "Representations", "Publicity", "Litigations", "Disclosures", "Use Of Proceeds", "Vesting", "Counterparts", "Vacations", "Applicable Laws", "Positions", "Disability", "Successors", "Death", "Records", "Withholdings", "Waiver Of Jury Trials", "Erisa"], "gold": ["Erisa"]}
+{"input": "There are no legal actions, suits, arbitrations or other legal, administrative or other governmental proceedings or investigations pending or, to the Knowledge of Seller, threatened against Seller and Seller is not subject to any judgment, order or decree, nor is a party to any lawsuit or proceeding. While no suit has been brought, Seller has one open worker\u2019s compensation claim, which is an Excluded Liability.", "references": ["Existence", "Indemnity", "Arbitration", "Adjustments", "Closings", "Definitions", "Remedies", "No Waivers", "Successors", "Vacations", "Tax Withholdings", "Death", "Interpretations", "Organizations", "Duties", "Interests", "Notices", "Assignments", "Change In Control", "Costs", "Capitalization", "Books", "Sanctions", "Jurisdictions", "Terminations", "Construction", "Consents", "Entire Agreements", "Disability", "Authorizations", "Litigations"], "gold": ["Litigations"]}
+{"input": "As consideration for providing these shared services under this Agreement each party agrees to pay the other party, a fee equal to it's pro rata share of the costs incurred by both parties to provide such services including but not limited to all shared personnel costs and taxes.", "references": ["Anti-Corruption Laws", "No Defaults", "Venues", "Successors", "Confidentiality", "Insurances", "Effectiveness", "Disclosures", "Taxes", "Amendments", "Capitalization", "Binding Effects", "Change In Control", "Non-Disparagement", "Survival", "Transactions With Affiliates", "Applicable Laws", "Effective Dates", "Further Assurances", "Indemnifications", "No Waivers", "Modifications", "Terms", "Defined Terms", "Duties", "Terminations", "Brokers", "Consent To Jurisdiction", "Authorizations", "Base Salary", "Fees"], "gold": ["Fees"]}
+{"input": "For purposes of this Section\u00a03.11 , the term \u201cApplicable Law\u201d includes FATCA.", "references": ["Books", "Arbitration", "Severability", "Base Salary", "Waiver Of Jury Trials", "Miscellaneous", "Vacations", "Approvals", "Consents", "Survival", "Successors", "Litigations", "Terminations", "Effectiveness", "Representations", "No Waivers", "Interpretations", "Remedies", "Costs", "Notices", "Waivers", "Binding Effects", "Qualifications", "Withholdings", "Duties", "Definitions", "Intellectual Property", "Authorizations", "Erisa", "Positions", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Each party hereby agrees, and agrees to cause its Affiliates, stockholders, members, and representatives, to keep (a) the terms of this Agreement and (b) any non-public, confidential or proprietary information of the other party confidential (collectively, the \u201cConfidential Information\u201d) and, without limiting its other obligations hereunder, shall treat and safeguard such Confidential Information with the same degree of care with which it treats its own confidential information (but in no less a reasonable degree of care) and shall limit access to such Confidential Information to such employees, consultants, representatives and professional advisors of such party who reasonably require such access in connection with the activities contemplated by this Agreement or otherwise to administer the terms of this Agreement. To the extent practicable, in the event that a party is required to disclose the Confidential Information pursuant to any law, regulation, or judicial or administrative directive, such party will promptly notify the other party in order to allow the other party a reasonable period of time to obtain protective or confidential treatment of such terms before they are disclosed. Either party may disclose the terms of this Agreement (i) to the extent required, in the reasonable opinion of such party\u2019s legal counsel, to comply with applicable laws, rules or regulations, including, without limitation, the rules and regulations promulgated by the United States Securities and Exchange Commission; and (ii) in connection with a prospective acquisition, merger, financing, or license for such party, to prospective acquirers or merger candidates or to existing or potential investors or licensees, provided that prior to such disclosure each such candidate or investor will agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Section. Each party acknowledges that it will be impossible to measure in money the damage to the other party if such party fails to comply with the obligations imposed by this Section, and that, in the event of any such failure, the non-disclosing party may not have an adequate remedy at law or in damages. Accordingly, each party agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is an appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the disclosing party has an adequate remedy at law. Each party agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the non-disclosing party seeking or obtaining such equitable relief.", "references": ["Survival", "Closings", "Terminations", "Duties", "Disability", "Waiver Of Jury Trials", "Integration", "Waivers", "Transactions With Affiliates", "Payments", "Anti-Corruption Laws", "Existence", "Amendments", "Intellectual Property", "No Defaults", "Taxes", "Employment", "Indemnity", "Death", "Fees", "Capitalization", "Powers", "Liens", "Indemnifications", "Solvency", "Severability", "Headings", "Successors", "Submission To Jurisdiction", "Interpretations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) either (i) at a fluctuating rate per annum determined by Bank to be one and one quarter percent (1.25%) above Daily One Month LIBOR in effect from time to time, or (ii) at a fixed rate per annum determined by Bank to be one and one quarter percent (1.25%) above LIBOR in effect on the first day of the applicable LIBOR Period. Bank is hereby authorized to note the date, principal amount and interest rate applicable thereto and any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.", "references": ["Enforcements", "Existence", "Binding Effects", "Agreements", "Consent To Jurisdiction", "Organizations", "Applicable Laws", "Withholdings", "Arbitration", "Benefits", "Employment", "Adjustments", "Books", "Capitalization", "Enforceability", "Survival", "Integration", "Venues", "Taxes", "Payments", "Litigations", "Governing Laws", "Death", "Modifications", "Miscellaneous", "Powers", "Erisa", "Vesting", "Assignments", "Non-Disparagement", "Interests"], "gold": ["Interests"]}
+{"input": "Employee acknowledges and agrees that irreparable injury to Company may result in the event that Employee breaches any covenant in this Agreement, and that the remedy at law for the breach of any such covenant will be inadequate. If Employee engages in any act in violation of any provision of paragraph 13, Employee agrees that Company shall be entitled, in addition to such other remedies and damages that may be available to it by law or under this Agreement, to injunctive relief to enforce such provisions without the necessity of posting a bond.", "references": ["Costs", "Subsidiaries", "Effectiveness", "Notices", "Organizations", "Capitalization", "Non-Disparagement", "Venues", "Withholdings", "Intellectual Property", "Entire Agreements", "Terminations", "Assignments", "Benefits", "Duties", "Representations", "Severability", "Waivers", "Survival", "Jurisdictions", "Litigations", "Effective Dates", "Vesting", "Liens", "Indemnity", "General", "No Defaults", "Modifications", "Enforcements", "Records", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "No provision of this Agreement may be amended unless such amendment is approved in writing by each of a majority of the Independent Directors and the Representative, in which case such amendment shall be permitted. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective.", "references": ["Existence", "Specific Performance", "Jurisdictions", "Consents", "Closings", "Terms", "Vacations", "Disclosures", "Assigns", "Sanctions", "Anti-Corruption Laws", "Titles", "Terminations", "Financial Statements", "Cooperation", "Miscellaneous", "Base Salary", "Non-Disparagement", "Use Of Proceeds", "No Defaults", "Authorizations", "Enforcements", "Death", "Organizations", "Representations", "No Conflicts", "No Waivers", "Adjustments", "Payments", "Successors", "Amendments"], "gold": ["Amendments"]}
+{"input": "Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section \u00a02.12 shall survive the payment in full of the Obligations and the termination of the Revolving Credit Commitment.", "references": ["Capitalization", "Representations", "Indemnity", "Governing Laws", "Agreements", "Integration", "Compliance With Laws", "Disability", "Powers", "Successors", "Fees", "General", "Interpretations", "Notices", "Applicable Laws", "Consents", "Titles", "Expenses", "Insurances", "Tax Withholdings", "Amendments", "Construction", "Qualifications", "Miscellaneous", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Confidentiality", "Sales", "Positions", "Entire Agreements", "Survival"], "gold": ["Survival"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Cooperation", "Use Of Proceeds", "Further Assurances", "Existence", "Survival", "Warranties", "No Defaults", "Costs", "Organizations", "Governing Laws", "Waiver Of Jury Trials", "Transactions With Affiliates", "Venues", "No Waivers", "Enforceability", "Expenses", "Base Salary", "Construction", "Consents", "Positions", "Liens", "Headings", "Qualifications", "Publicity", "Subsidiaries", "Modifications", "Authorizations", "Taxes", "Confidentiality", "General", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "If the Grantee terminates Active Employment prior to the date on which the RSUs become vested pursuant to Section 2 or Section 7, all rights of the Grantee to the RSUs that have not vested in accordance with Section 2 or Section 7 as of the date of termination shall terminate immediately and be forfeited in their entirety.", "references": ["Confidentiality", "Representations", "Expenses", "Closings", "Integration", "Use Of Proceeds", "Transactions With Affiliates", "Adjustments", "Agreements", "Records", "Defined Terms", "Successors", "Litigations", "Death", "Indemnifications", "Employment", "Cooperation", "Existence", "Vacations", "Withholdings", "Positions", "Releases", "Subsidiaries", "Definitions", "Effectiveness", "Titles", "Intellectual Property", "Enforcements", "Notices", "Duties", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Administrative Agent shall have received title reports, title opinions and other title information in form, scope, substance and authorship reasonably satisfactory to Administrative Agent, in respect of the value of the Mortgaged Properties determined by Administrative Agent, reflecting title of Borrower and its Restricted Subsidiaries in such Mortgaged Properties, and Administrative Agent shall have received, and be satisfied with, such title information (including Rights of Way and permits) with respect to the Mortgaged Properties and the Midstream Properties and shall, in its discretion, be satisfied with the status of title to the Mortgaged Properties and the Midstream Properties.", "references": ["Sales", "Jurisdictions", "Qualifications", "Authority", "Litigations", "Further Assurances", "No Defaults", "Costs", "Employment", "Tax Withholdings", "Applicable Laws", "Assignments", "Existence", "Financial Statements", "Solvency", "Authorizations", "No Conflicts", "Intellectual Property", "Terminations", "Defined Terms", "Remedies", "Governing Laws", "Construction", "Consent To Jurisdiction", "Organizations", "Compliance With Laws", "Releases", "Closings", "Definitions", "Liens", "Titles"], "gold": ["Titles"]}
+{"input": "None of the Loan Documents or the Option Agreement contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary in order to make the statements contained in this Agreement, the Loan Documents, or the Option Agreement not misleading. There is no fact known to the Borrower which materially adversely affects or, so far as the Borrower can now foresee, might materially adversely affect the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower and which has not otherwise been fully set forth in this Agreement or in the Loan Documents.", "references": ["Warranties", "Construction", "Closings", "Effectiveness", "Costs", "Terms", "Enforcements", "No Defaults", "Terminations", "Submission To Jurisdiction", "Integration", "Binding Effects", "Financial Statements", "Expenses", "Existence", "Headings", "Interests", "Qualifications", "Litigations", "Adjustments", "Agreements", "Taxes", "Payments", "Counterparts", "Definitions", "Vesting", "Organizations", "Publicity", "Forfeitures", "Remedies", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section\u00a010.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Releases", "Powers", "Indemnifications", "Defined Terms", "Arbitration", "Sales", "Counterparts", "Amendments", "Publicity", "Consents", "No Defaults", "Enforcements", "Confidentiality", "No Conflicts", "Expenses", "Terms", "Assigns", "Taxes", "Change In Control", "Venues", "Organizations", "Benefits", "No Waivers", "Disability", "Base Salary", "Anti-Corruption Laws", "Interpretations", "Withholdings", "Authority", "Terminations", "Survival"], "gold": ["Survival"]}
+{"input": "Such evidence as Agent may require that the Borrower is in compliance with Section 5.4 below.", "references": ["Modifications", "Notices", "No Defaults", "Effective Dates", "Duties", "Approvals", "Non-Disparagement", "Enforcements", "Positions", "Releases", "No Waivers", "Survival", "Existence", "Miscellaneous", "Applicable Laws", "Benefits", "No Conflicts", "Terminations", "Withholdings", "Liens", "Vesting", "Closings", "Cooperation", "Sales", "Binding Effects", "Solvency", "Headings", "Death", "Tax Withholdings", "Entire Agreements", "Insurances"], "gold": ["Insurances"]}
+{"input": "In connection with performing the Services detailed herein, Company will be charged in accordance with Sections 3 and 4 in the Agreement.", "references": ["Participations", "Non-Disparagement", "Enforceability", "Headings", "Integration", "Specific Performance", "Erisa", "Intellectual Property", "Sanctions", "Assigns", "Litigations", "Use Of Proceeds", "Consents", "Counterparts", "Miscellaneous", "Construction", "Notices", "Records", "Indemnifications", "Forfeitures", "Titles", "Assignments", "Insurances", "Capitalization", "Brokers", "Agreements", "Approvals", "Cooperation", "Existence", "Further Assurances", "Fees"], "gold": ["Fees"]}
+{"input": "This Amendment, the Amended Credit Agreement and the other Loan Documents represent the entire agreement of the Loan Parties, the Administrative Agent, the Agents, and the 2018 Replacement Term Lenders, as applicable, with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, any other Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the Credit Agreement or the other Loan Documents.", "references": ["Further Assurances", "Representations", "Terminations", "Successors", "Enforcements", "Remedies", "Forfeitures", "Approvals", "Transactions With Affiliates", "Amendments", "Miscellaneous", "Interests", "Effective Dates", "Enforceability", "No Waivers", "Disclosures", "Applicable Laws", "Closings", "Powers", "Vacations", "Arbitration", "Compliance With Laws", "No Conflicts", "Positions", "Vesting", "No Defaults", "Employment", "Records", "Duties", "Erisa", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding or investigation, inquiry or other similar proceeding of any federal or state government unit pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the issuance of the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. As of the Execution Date, the Company has no reason to believe that an Action will be filed against it in the future. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act, and the Company has no reason to believe it will do so in the future.", "references": ["Counterparts", "Releases", "No Defaults", "Disability", "Duties", "Amendments", "Effective Dates", "Interpretations", "Indemnity", "Adjustments", "Disclosures", "Effectiveness", "Withholdings", "Benefits", "Headings", "Arbitration", "Change In Control", "No Conflicts", "Taxes", "Notices", "Confidentiality", "Assigns", "Integration", "Representations", "General", "Agreements", "Solvency", "Consent To Jurisdiction", "Closings", "Vesting", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Release shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof or to those of any other jurisdiction which, in either case, could cause the application of the laws of any jurisdiction other than the State of New York. This Release is binding on the successors and assigns of Executive. If any dispute arises under this Release, Executive hereby submits to and consents to the exclusive jurisdiction of the State of New York and agrees that such litigation will be conducted only in the courts of the State of New York.", "references": ["Effectiveness", "Qualifications", "Consents", "Waiver Of Jury Trials", "Compliance With Laws", "Terms", "Records", "Binding Effects", "Interpretations", "Powers", "Subsidiaries", "Books", "Counterparts", "No Defaults", "Forfeitures", "Jurisdictions", "Transactions With Affiliates", "Disability", "Amendments", "Applicable Laws", "Notices", "Participations", "Litigations", "Fees", "Duties", "Positions", "Insurances", "Erisa", "Brokers", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION\u00a09.11 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.", "references": ["Amendments", "Non-Disparagement", "Anti-Corruption Laws", "Liens", "Confidentiality", "Participations", "Interests", "Successors", "Insurances", "Construction", "Severability", "Taxes", "Further Assurances", "Agreements", "General", "Powers", "Consents", "No Defaults", "Applicable Laws", "No Waivers", "No Conflicts", "Records", "Miscellaneous", "Compliance With Laws", "Indemnity", "Interpretations", "Counterparts", "Existence", "Survival", "Forfeitures", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement has been negotiated within the State of Colorado and the rights and obligations of the Parties to this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Colorado without regard to any jurisdiction\u2019s principles of conflict of laws. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the State court in Mesa County, Colorado, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.", "references": ["Disability", "Authority", "Sanctions", "Death", "Construction", "Intellectual Property", "Benefits", "Successors", "Jurisdictions", "Change In Control", "Submission To Jurisdiction", "Forfeitures", "Brokers", "General", "Tax Withholdings", "Warranties", "Sales", "Enforcements", "Notices", "Fees", "Enforceability", "Amendments", "Modifications", "Closings", "Interests", "Base Salary", "Consents", "Publicity", "Organizations", "Use Of Proceeds", "Litigations"], "gold": ["Litigations"]}
+{"input": "All expenses and liabilities incurred by the Committee in the administration and interpretation of the Plan or any Award Agreement shall be borne by the Company.\u00a0\u00a0The Committee may employ attorneys, consultants, accountants or other persons in connection with the administration and interpretation of the Plan, and the Company, and its officers and directors, shall be entitled to rely upon the advice, opinions and valuations of any such persons.", "references": ["Brokers", "Integration", "General", "Fees", "Capitalization", "Warranties", "Successors", "Confidentiality", "Forfeitures", "Interpretations", "Insurances", "Organizations", "Disability", "Applicable Laws", "Survival", "Assignments", "Governing Laws", "Authority", "Miscellaneous", "Participations", "Closings", "Terms", "Powers", "Use Of Proceeds", "Benefits", "Venues", "Taxes", "Indemnity", "Enforceability", "Submission To Jurisdiction", "Expenses"], "gold": ["Expenses"]}
+{"input": "The primary location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Purchased Items is its chief executive office.", "references": ["Specific Performance", "Assigns", "Positions", "Adjustments", "Enforcements", "Titles", "Benefits", "Compliance With Laws", "Duties", "Arbitration", "Qualifications", "Entire Agreements", "Applicable Laws", "Indemnifications", "Counterparts", "Solvency", "Successors", "Terminations", "Governing Laws", "Headings", "Integration", "Survival", "Powers", "Waiver Of Jury Trials", "Construction", "Enforceability", "Amendments", "Venues", "Binding Effects", "Brokers", "Records"], "gold": ["Records"]}
+{"input": "If any provision of this Agreement shall be held by a court of competent jurisdiction, or declared under any law, rule or regulation of any government having jurisdiction over the Parties hereto, to be illegal, invalid or unenforceable, then such provision will, to the extent permitted by the court or government, not be voided, but will instead be construed to give effect to the intentions of the Parties to the maximum extent permissible under Applicable Law, and the remainder of this Agreement will remain in full force and effect in accordance with its terms.", "references": ["Effective Dates", "Participations", "Records", "No Defaults", "Forfeitures", "Expenses", "Tax Withholdings", "Existence", "Publicity", "Enforcements", "Change In Control", "Cooperation", "Compliance With Laws", "Erisa", "Confidentiality", "Positions", "Amendments", "Approvals", "Headings", "Titles", "Consent To Jurisdiction", "Anti-Corruption Laws", "Interpretations", "Enforceability", "Notices", "Death", "Counterparts", "Transactions With Affiliates", "Binding Effects", "Fees", "Severability"], "gold": ["Severability"]}
+{"input": "Upon the terms and conditions hereinafter set forth, the Company hereby agrees to retain the services of Executive and Executive hereby accepts such employment and agrees to faithfully and diligently serve as directed by the Chief Executive Officer of the Company (the \u201c CEO \u201d), \u00a0the Company\u2019s Board of Directors (the \u201c Board \u201d), and in accordance with this Agreement, commencing on the Effective Date and continuing until terminated pursuant to Section 6 of this Agreement (the \u201c Employment Term \u201d).", "references": ["Transactions With Affiliates", "Waivers", "Terms", "Publicity", "Books", "Fees", "Consent To Jurisdiction", "Venues", "Severability", "Vesting", "Tax Withholdings", "Litigations", "Approvals", "Notices", "Closings", "Change In Control", "General", "Defined Terms", "Death", "Survival", "Benefits", "Erisa", "Duties", "Amendments", "Specific Performance", "Costs", "Intellectual Property", "Taxes", "Waiver Of Jury Trials", "Brokers", "Employment"], "gold": ["Employment"]}
+{"input": "This Agreement may be executed in one or more counterparts, including by means of facsimile, each of which shall be an original and all of which shall together constitute one and the same document.", "references": ["Duties", "Organizations", "Warranties", "Payments", "Applicable Laws", "Transactions With Affiliates", "Jurisdictions", "No Waivers", "Defined Terms", "Vacations", "Notices", "Terms", "Interests", "Subsidiaries", "Costs", "Records", "Waivers", "Existence", "Modifications", "Solvency", "Financial Statements", "Terminations", "Use Of Proceeds", "Taxes", "Miscellaneous", "Consent To Jurisdiction", "Arbitration", "Participations", "Authorizations", "Enforcements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a Facility Fee for the period from and including the first day of the Commitment Period to and excluding the Termination Date, computed at the Facility Fee Rate on the average daily amount of the Commitment of such Lender (or, following termination of the Commitment of such Lender, on the average daily amount of the Exposure of such Lender) during the period for which payment is made, payable in arrears on the last day of each March, June, September and December and on the Termination Date and, following termination of the Commitments, on demand.", "references": ["Entire Agreements", "Withholdings", "Vesting", "Compliance With Laws", "Publicity", "Erisa", "Severability", "Consent To Jurisdiction", "Amendments", "Modifications", "Binding Effects", "Confidentiality", "Employment", "Terms", "Subsidiaries", "Costs", "Representations", "Successors", "General", "Specific Performance", "Defined Terms", "Notices", "Existence", "Positions", "Jurisdictions", "Intellectual Property", "Further Assurances", "No Defaults", "Adjustments", "Anti-Corruption Laws", "Fees"], "gold": ["Fees"]}
+{"input": "Any Dispute referred for arbitration shall be finally settled under the Rules of the International Centre for Dispute Resolution (the \u201c Rules of Arbitration \u201d) then in force, by one arbitrator appointed in accordance with such Rules of Arbitration.\u00a0\u00a0The Arbitral Tribunal shall be guided by the IBA Rules on the Taking of Evidence in International Arbitration, and there shall be no depositions.\u00a0\u00a0The place of the arbitration shall be New York, New York, United States of America.\u00a0\u00a0The language of the arbitration shall be English.", "references": ["Transactions With Affiliates", "Litigations", "Further Assurances", "Venues", "Compliance With Laws", "Organizations", "Authorizations", "Subsidiaries", "Counterparts", "Interpretations", "Modifications", "Costs", "Records", "Waiver Of Jury Trials", "Liens", "Employment", "Consent To Jurisdiction", "Forfeitures", "Adjustments", "Publicity", "Terminations", "Jurisdictions", "No Waivers", "Capitalization", "Participations", "Positions", "Financial Statements", "Effective Dates", "Expenses", "Authority", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Executive shall serve as \"Chief Executive Officer,\" reporting to the Company's Board of Directors (the \"Board\"). The Executive shall have such duties and responsibilities, commensurate with the Executive's position, as may be reasonably assigned to the Executive from time to time by the Board. The Executive's principal place of employment shall be 601 Carlson Parkway, Suite 990, Minnetonka, Minnesota 55305.", "references": ["Notices", "Counterparts", "Effectiveness", "No Waivers", "Modifications", "Applicable Laws", "Governing Laws", "Use Of Proceeds", "Cooperation", "Binding Effects", "No Conflicts", "Enforcements", "Miscellaneous", "Venues", "Assigns", "Consent To Jurisdiction", "Entire Agreements", "Authorizations", "Change In Control", "Arbitration", "Successors", "Capitalization", "Authority", "No Defaults", "Enforceability", "Terminations", "Payments", "Closings", "Benefits", "Severability", "General"], "gold": ["General"]}
+{"input": "Except as may otherwise be provided by the Administrator either in the Award Agreement or, subject to Section\u00a018 below, in writing after the Award Agreement is issued, a grantee\u2019s rights in all Performance Share Awards shall automatically terminate immediately following the grantee\u2019s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.", "references": ["Taxes", "Enforcements", "Venues", "Modifications", "Severability", "Arbitration", "Publicity", "Entire Agreements", "Agreements", "Death", "Consent To Jurisdiction", "Survival", "Intellectual Property", "Jurisdictions", "General", "Enforceability", "Brokers", "Applicable Laws", "Construction", "Waivers", "Governing Laws", "Books", "Subsidiaries", "Authorizations", "Erisa", "Transactions With Affiliates", "No Conflicts", "Specific Performance", "Warranties", "Terms", "Terminations"], "gold": ["Terminations"]}
+{"input": "THE COMPANY AND EMPLOYEE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED IN CONNECTION HEREWITH OR HEREAFTER OR RELATED IN ANY FASHION TO EMPLOYEE\u2019S EMPLOYMENT WITH COMPANY.", "references": ["Qualifications", "Forfeitures", "Compliance With Laws", "General", "Financial Statements", "Counterparts", "Disability", "Waivers", "No Waivers", "Participations", "Submission To Jurisdiction", "Construction", "Disclosures", "Vesting", "Interpretations", "Amendments", "Payments", "Transactions With Affiliates", "Definitions", "Titles", "Assignments", "Notices", "Liens", "Vacations", "Death", "Approvals", "Interests", "Terminations", "Positions", "Effective Dates", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Headings are for the convenience of the parties and are not deemed to be part of this Agreement.", "references": ["Interpretations", "Withholdings", "Counterparts", "Venues", "Effective Dates", "Vacations", "Consent To Jurisdiction", "Integration", "Representations", "Enforceability", "Use Of Proceeds", "Entire Agreements", "Records", "Tax Withholdings", "Waivers", "Employment", "Benefits", "Authorizations", "Sanctions", "Releases", "Costs", "Base Salary", "Positions", "Death", "Severability", "Confidentiality", "Further Assurances", "Definitions", "Existence", "Cooperation", "Headings"], "gold": ["Headings"]}
+{"input": "The rights and obligations of the parties under this Agreement shall not be assignable without written permission of the other party.", "references": ["Books", "Indemnity", "Survival", "Employment", "Confidentiality", "No Conflicts", "Vacations", "Costs", "Venues", "Vesting", "Duties", "Tax Withholdings", "Consent To Jurisdiction", "Sales", "Forfeitures", "Sanctions", "Consents", "Erisa", "Governing Laws", "Qualifications", "Benefits", "Financial Statements", "Submission To Jurisdiction", "Enforceability", "Assigns", "Positions", "Base Salary", "Brokers", "No Defaults", "Intellectual Property", "Assignments"], "gold": ["Assignments"]}
+{"input": "Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Consulting Agreement. All references in this Amendment to definitions and sections shall be deemed references to definitions and sections in the Consulting Agreement, except as explicitly stated herein.", "references": ["Insurances", "Use Of Proceeds", "Erisa", "Survival", "Existence", "Governing Laws", "Closings", "Enforceability", "Approvals", "Brokers", "Miscellaneous", "Further Assurances", "Payments", "No Conflicts", "Expenses", "Releases", "Benefits", "Litigations", "Venues", "Counterparts", "Non-Disparagement", "Authorizations", "Positions", "Anti-Corruption Laws", "No Defaults", "Participations", "Confidentiality", "Withholdings", "Books", "Successors", "Definitions"], "gold": ["Definitions"]}
+{"input": "All agreements and covenants contained herein are severable, and in the event any of them shall beheld to be invalid or unenforceable by any court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreement(s) or covenants were not contained herein.", "references": ["Sales", "Miscellaneous", "Governing Laws", "Binding Effects", "Confidentiality", "Effective Dates", "Sanctions", "Enforceability", "Approvals", "Headings", "Brokers", "Costs", "Compliance With Laws", "Terms", "Disability", "Vesting", "No Conflicts", "Titles", "Effectiveness", "No Waivers", "Arbitration", "Specific Performance", "Interests", "Warranties", "Terminations", "Use Of Proceeds", "Assigns", "Further Assurances", "Payments", "Subsidiaries", "Severability"], "gold": ["Severability"]}
+{"input": "The Plan shall be construed, administered, and governed in all respects in accordance with the applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the State of Missouri.", "references": ["Headings", "Binding Effects", "Solvency", "Non-Disparagement", "Vacations", "Financial Statements", "Terminations", "Books", "Indemnifications", "Assignments", "Consent To Jurisdiction", "Disability", "Enforceability", "Approvals", "Erisa", "Positions", "Insurances", "Expenses", "Consents", "Assigns", "Releases", "Further Assurances", "Effective Dates", "Titles", "No Conflicts", "Adjustments", "Terms", "Construction", "Tax Withholdings", "Base Salary", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice to the Company shall be addressed to it at its principal executive offices, located at 1031 Mendota Heights Road, St. Paul, Minnesota, 55120. Any notice to the holder shall be addressed to him or her at current home address on record with the Company.", "references": ["Sanctions", "Effectiveness", "Erisa", "Adjustments", "Liens", "Applicable Laws", "Non-Disparagement", "Tax Withholdings", "Disclosures", "Waivers", "Vacations", "Expenses", "Arbitration", "Representations", "Fees", "Duties", "Enforceability", "Governing Laws", "Publicity", "Consent To Jurisdiction", "Assignments", "Sales", "Transactions With Affiliates", "Approvals", "Positions", "Definitions", "Employment", "Survival", "Death", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of a cash payment from a person receiving Shares under the Plan, the Committee may permit the individual to cover all or any part of the required withholdings (up to the Participant's minimum required tax withholding rate) through a reduction in the number of Shares delivered or a delivery or tender to the Company of Shares held by the Participant or other person, in each case valued in the same manner as used in computing the withholding taxes under applicable laws.", "references": ["Organizations", "Qualifications", "Brokers", "Remedies", "Terms", "Consent To Jurisdiction", "Severability", "Indemnifications", "Effective Dates", "Modifications", "Fees", "Existence", "Financial Statements", "Binding Effects", "Litigations", "Transactions With Affiliates", "Use Of Proceeds", "Releases", "No Defaults", "Participations", "Enforceability", "Intellectual Property", "Capitalization", "Warranties", "Representations", "Waiver Of Jury Trials", "Arbitration", "Definitions", "Taxes", "Interests", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Such Borrower shall not, and shall not permit any of its Material Subsidiaries to, create, assume or incur any Lien on any of its assets or property or upon any Equity Interests of any such Material Subsidiary, which Equity Interests are now owned or hereafter acquired by such Borrower or such Subsidiary to secure any Indebtedness of such Borrower or any other Person (other than the Indebtedness under this Agreement) other than Permitted Liens, without providing that the Loans of such Borrower shall be equally and ratably secured with such Indebtedness until such time as such Indebtedness is no longer secured by a Lien. Notwithstanding the foregoing, each Borrower may, and may permit any of its Material Subsidiaries to, create, assume or incur any Indebtedness secured by a Lien, other than a Permitted Lien, without securing the Loans of such Borrower, provided that the aggregate principal amount of all Indebtedness then outstanding secured by Liens (other than Permitted Liens) does not exceed 15% of Consolidated Net Tangible Assets.", "references": ["No Conflicts", "Agreements", "Headings", "Vacations", "Transactions With Affiliates", "Successors", "Governing Laws", "Solvency", "Withholdings", "Cooperation", "Severability", "No Defaults", "Confidentiality", "Counterparts", "Costs", "Erisa", "Organizations", "Anti-Corruption Laws", "Intellectual Property", "General", "Definitions", "Death", "Effectiveness", "Waivers", "Interests", "Warranties", "Qualifications", "Sales", "Payments", "Subsidiaries", "Liens"], "gold": ["Liens"]}
+{"input": "The Company shall, and shall cause the Specified Subsidiaries to, at all times maintain a policy or policies of insurance providing directors\u2019 and officers\u2019 liability insurance to the extent reasonably satisfactory to the SLP Stockholders, and the Indemnitees shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage provided to any other director or officer of the Company or any Specified Subsidiary. If, at the time the Company or any of the Specified Subsidiaries receives from an Indemnitee any notice of the commencement of any action, cause of action, suit, claim or proceeding, and the Company or a Specified Subsidiary has such insurance in effect which would reasonably be expected to cover such action, cause of action, suit, claim or proceeding, the Company shall give prompt notice of the commencement of such action, cause of action, suit, claim or proceeding to the insurers in accordance with the procedures set forth in such policy or policies. The Company shall thereafter take all necessary or reasonably desirable action to cause such insurers to pay, on behalf of the Indemnitees, all amounts payable as a result of such action, cause of action, suit, claim or proceeding in accordance with the terms of such policy or policies.", "references": ["Disability", "Change In Control", "Anti-Corruption Laws", "Interests", "Counterparts", "Consent To Jurisdiction", "Intellectual Property", "Payments", "Representations", "No Defaults", "Capitalization", "Tax Withholdings", "Further Assurances", "Effectiveness", "Transactions With Affiliates", "Liens", "Costs", "Erisa", "Remedies", "Successors", "Sanctions", "Specific Performance", "Financial Statements", "Death", "Expenses", "Waiver Of Jury Trials", "Applicable Laws", "Base Salary", "Organizations", "Subsidiaries", "Insurances"], "gold": ["Insurances"]}
+{"input": "Such Seller, if a natural person, has the capacity, if other than a natural person has the requisite limited liability company or other entity power and authority, to execute and deliver this Agreement and each of the Ancillary Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. If other than a natural person, the execution and delivery of this Agreement (and the Ancillary Documents to which such Seller is a party) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company or other entity action on the part of such Seller and no other corporate proceedings on the part of such Seller is necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby. This Agreement has been (and the execution and delivery of each of the Ancillary Documents to which such Seller is a party will be) duly and validly executed and delivered by such Seller and constitute (or will at the Closing constitute) a valid, legal and binding agreement of such Seller (assuming that this Agreement and the Ancillary Documents to which such Seller is (or will be) a party has been duly and validly authorized, executed and delivered by the other Sellers and by Buyer), enforceable against such Seller in accordance with their terms, except (i)\u00a0to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors\u2019 rights generally and (ii)\u00a0that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.", "references": ["Consent To Jurisdiction", "Base Salary", "Construction", "Enforcements", "Assigns", "Use Of Proceeds", "Financial Statements", "Warranties", "Representations", "Closings", "Severability", "Interests", "Arbitration", "Publicity", "Vacations", "Costs", "Authorizations", "Indemnifications", "Submission To Jurisdiction", "Governing Laws", "Tax Withholdings", "Releases", "Effective Dates", "Sanctions", "Records", "Confidentiality", "Payments", "Powers", "Notices", "Compliance With Laws", "Authority"], "gold": ["Authority"]}
+{"input": "Each Party will maintain insurance during the Term of this Agreement and for a period of at least two (2) years thereafter with a reputable, solvent insurer in an amount appropriate for its business and products of the type that are the subject of this Agreement, and for its obligations under this Agreement. Each Party will provide the other Party with evidence of the existence and maintenance of such insurance coverage at the other Party\u2019s written request.", "references": ["Taxes", "Capitalization", "Positions", "Indemnity", "Authorizations", "Submission To Jurisdiction", "Vacations", "No Waivers", "Benefits", "Participations", "Fees", "Binding Effects", "Withholdings", "Qualifications", "Non-Disparagement", "Confidentiality", "Remedies", "Terminations", "Terms", "Litigations", "Payments", "Warranties", "Counterparts", "Adjustments", "Employment", "Anti-Corruption Laws", "Approvals", "Severability", "General", "Compliance With Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement has been duly executed and delivered by it and (assuming due execution and delivery by the other Parties) is a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the contracts, agreements and instruments required by this Agreement to be delivered by it will at the Closing have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will at Closing be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.", "references": ["Notices", "Waiver Of Jury Trials", "Indemnifications", "Liens", "Taxes", "Headings", "Positions", "Definitions", "Arbitration", "Qualifications", "Forfeitures", "Effectiveness", "Organizations", "Powers", "Vacations", "Authority", "Amendments", "Capitalization", "Construction", "No Defaults", "Defined Terms", "Further Assurances", "Assigns", "Employment", "Submission To Jurisdiction", "Change In Control", "Publicity", "Tax Withholdings", "Sales", "Miscellaneous", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Each Borrower hereby consents and agrees that, without notice to or by Borrower and without affecting or impairing in any way the obligations or liability of Borrower hereunder, PFG may, from time to time before or after revocation of this Agreement, do any one or more of the following in PFG's sole and absolute discretion: (i) accept partial payments of, compromise or settle, renew, extend the time for the payment, discharge, or performance of, refuse to enforce, and release all or any parties to, any or all of the Obligations; (ii)\u00a0grant any other indulgence to any Borrower or any other Person in respect of any or all of the Obligations or any other matter; (iii)\u00a0accept, release, waive, surrender, enforce, exchange, modify, impair, or extend the time for the performance, discharge, or payment of, any and all property of any kind securing any or all of the Obligations or any guaranty of any or all of the Obligations, or on which PFG at any time may have a Lien, or refuse to enforce its rights or make any compromise or settlement or agreement therefor in respect of any or all of such property; (iv)\u00a0substitute or add, or take any action or omit to take any action which results in the release of, any one or more other Borrowers or any endorsers or guarantors of all or any part of the Obligations, including, without limitation one or more parties to this Agreement, regardless of any destruction or impairment of any right of contribution or other right of Borrower; (v) apply any sums received from any other Borrower, any guarantor, endorser, or co-signer, or from the disposition of any Collateral or security, to any indebtedness whatsoever owing from such Person or secured by such Collateral or security, in such manner and order as PFG determines in its sole discretion, and regardless of whether such indebtedness is part of the Obligations, is secured, or is due and payable. Borrower consents and agrees that PFG shall be under no obligation to marshal any assets in favor of Borrower, or against or in payment of any or all of the Obligations. Borrower further consents and agrees that PFG shall have no duties or responsibilities whatsoever with respect to any property securing any or all of the Obligations. Without limiting the generality of the foregoing, PFG shall have no obligation to monitor, verify, audit, examine, or obtain or maintain any insurance with respect to, any property securing any or all of the Obligations.", "references": ["Transactions With Affiliates", "Tax Withholdings", "Applicable Laws", "No Conflicts", "Governing Laws", "Publicity", "Construction", "Waiver Of Jury Trials", "Death", "Intellectual Property", "Interests", "Forfeitures", "Litigations", "Base Salary", "Expenses", "Records", "Enforceability", "Financial Statements", "Fees", "Entire Agreements", "Consent To Jurisdiction", "Insurances", "Counterparts", "Assigns", "Employment", "Subsidiaries", "Payments", "Liens", "Positions", "Amendments", "Consents"], "gold": ["Consents"]}
+{"input": "A Participant who is entitled to receive benefits under the PBG Long Term Disability Plan shall be deemed to suffer from a disability. Participants who are not covered by the PBG Long Term Disability Plan shall be deemed to suffer from a disability if, in the judgment of the Plan Administrator, they satisfy the standards for disability under the PBG Long Term Disability Plan (determined using such plan\u2019s administrative procedures, as selected by the Plan Administrator).", "references": ["Enforceability", "Further Assurances", "Headings", "Specific Performance", "Existence", "Approvals", "Organizations", "Closings", "Death", "Submission To Jurisdiction", "Releases", "Employment", "Effective Dates", "Interpretations", "Severability", "Binding Effects", "Use Of Proceeds", "Assigns", "Adjustments", "Qualifications", "Vesting", "Integration", "Terminations", "Jurisdictions", "Confidentiality", "Transactions With Affiliates", "Amendments", "No Defaults", "Interests", "Arbitration", "Disability"], "gold": ["Disability"]}
+{"input": "The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary limited liability company action, and do not and will not (i)\u00a0contravene the terms of any Organizational Documents of the Company; (ii)\u00a0conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A)\u00a0any Contractual Obligation (including the Credit Facility), or (B)\u00a0any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Company or its property is subject; or (iii)\u00a0violate any Law binding upon the Company.", "references": ["Releases", "Specific Performance", "Remedies", "Capitalization", "Terminations", "Entire Agreements", "Disability", "Change In Control", "Liens", "Enforcements", "Titles", "Withholdings", "Brokers", "Adjustments", "Warranties", "Intellectual Property", "Expenses", "Erisa", "Assignments", "Insurances", "Closings", "Death", "Representations", "Authority", "Submission To Jurisdiction", "Payments", "Approvals", "Transactions With Affiliates", "Cooperation", "Employment", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This LOI may be terminated (a) by mutual written consent of the Parties hereto, (b) by either Party if the Transaction (i) has not been consummated by March, 1, 2018, (placeholder) (ii) is enjoined by a court or a governmental body, (iii) cannot be consummated due to a material breach of any representation, warranty, covenant or agreement on the part of the other Party, which breach cannot be cured within thirty (30) days of written notice of such breach, or (iv) by either Party if a Party is not reasonably satisfied with the results of its due diligence investigation of the other Party; or (c) by Private Company if (i) the Public Company\u2019s financial condition or capitalization changes to any material extent from that which shall be reported to Private Company in its most recently filed Annual Report on Form10-K.", "references": ["Indemnifications", "Financial Statements", "Vacations", "Submission To Jurisdiction", "Cooperation", "Intellectual Property", "Severability", "No Waivers", "Assignments", "Forfeitures", "Use Of Proceeds", "Litigations", "Specific Performance", "Existence", "Binding Effects", "Participations", "Releases", "General", "Anti-Corruption Laws", "Brokers", "Powers", "Enforceability", "Benefits", "Waiver Of Jury Trials", "Construction", "Further Assurances", "Payments", "Closings", "Duties", "Base Salary", "Terminations"], "gold": ["Terminations"]}
+{"input": "The validity, construction and effect of the Plan and any Award hereunder will be determined in accordance with the State of Delaware except to the extent governed by applicable federal law.", "references": ["Tax Withholdings", "Counterparts", "Anti-Corruption Laws", "Warranties", "Expenses", "No Conflicts", "Titles", "Interpretations", "Waivers", "Consent To Jurisdiction", "Forfeitures", "General", "Publicity", "Records", "Transactions With Affiliates", "Interests", "Use Of Proceeds", "Waiver Of Jury Trials", "Subsidiaries", "Cooperation", "Modifications", "Payments", "Fees", "Participations", "Effective Dates", "No Defaults", "Base Salary", "Amendments", "Non-Disparagement", "Capitalization", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement constitutes the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the parties with respect thereto.", "references": ["Insurances", "Base Salary", "Non-Disparagement", "Submission To Jurisdiction", "Enforceability", "Applicable Laws", "Severability", "Closings", "No Waivers", "Adjustments", "Expenses", "Vacations", "Waivers", "Litigations", "Binding Effects", "Modifications", "Assigns", "Authorizations", "Capitalization", "Subsidiaries", "Powers", "Survival", "Books", "Fees", "Governing Laws", "Interests", "Remedies", "Titles", "Warranties", "Counterparts", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS), EXCEPT THAT WITH RESPECT TO ANY COLLATERAL, EACH SECURITY DOCUMENT OR OTHER DOCUMENT SHALL BE GOVERNED BY OTHER LAWS TO THE EXTENT PROVIDED THEREIN.", "references": ["Terminations", "Terms", "Records", "Use Of Proceeds", "Change In Control", "Effectiveness", "Withholdings", "Indemnity", "Interests", "Approvals", "Venues", "Cooperation", "No Defaults", "Brokers", "Definitions", "Employment", "Enforceability", "Integration", "Compliance With Laws", "Death", "Base Salary", "Defined Terms", "No Waivers", "Disclosures", "Submission To Jurisdiction", "Litigations", "Specific Performance", "Tax Withholdings", "Intellectual Property", "Waivers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each other Restricted Subsidiary owns or has the right to use all Intellectual Property used in, held for use in and otherwise necessary for the present conduct of their respective businesses. To the knowledge of any Responsible Officer of each Credit Party, the operation of their respective businesses by the Company and each other Restricted Subsidiary does not infringe upon, misappropriate, violate or otherwise conflict with the Intellectual Property of any third party, except as such would not reasonably expected to have a Material Adverse Effect.", "references": ["Anti-Corruption Laws", "Expenses", "Withholdings", "Terms", "Headings", "Severability", "Subsidiaries", "Confidentiality", "Financial Statements", "Effective Dates", "Assigns", "Vacations", "Survival", "Arbitration", "Powers", "Closings", "Duties", "Terminations", "Compliance With Laws", "Interests", "Payments", "Brokers", "Death", "Transactions With Affiliates", "Positions", "Use Of Proceeds", "Litigations", "Change In Control", "Indemnifications", "Benefits", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Executive understands and agrees that should any provision of thi s Agreement be declared or be determined by any court to be illegal or in va lid , the validity of the remaining parts , terms or provisions shall not be affected thereby , and said invalid part, term or provision shall be deemed not a part of this Agreement.", "references": ["Transactions With Affiliates", "Vesting", "Solvency", "Interests", "Venues", "Warranties", "Use Of Proceeds", "Capitalization", "Compliance With Laws", "Base Salary", "Waivers", "Interpretations", "Tax Withholdings", "Closings", "Positions", "Governing Laws", "Waiver Of Jury Trials", "Withholdings", "Integration", "Successors", "Vacations", "Confidentiality", "Authorizations", "Anti-Corruption Laws", "Construction", "Adjustments", "No Conflicts", "Applicable Laws", "Amendments", "Participations", "Severability"], "gold": ["Severability"]}
+{"input": "No broker, finder or financial advisor has acted for the Seller in connection with this Agreement or the transactions contemplated hereby, and no broker, finder or financial advisor is entitled to any broker\u2019s, finder\u2019s or financial advisor\u2019s fee or other commission in respect thereof based in any way on any contract with Seller.", "references": ["Construction", "Interests", "Qualifications", "Transactions With Affiliates", "Withholdings", "Vacations", "Venues", "Subsidiaries", "Waiver Of Jury Trials", "Further Assurances", "Closings", "Costs", "Headings", "Applicable Laws", "Terminations", "Erisa", "Taxes", "Solvency", "Death", "Remedies", "Entire Agreements", "Counterparts", "Titles", "No Defaults", "Positions", "Terms", "Adjustments", "Notices", "Releases", "Benefits", "Brokers"], "gold": ["Brokers"]}
+{"input": "During the term of this Agreement, the Executive shall serve as chief financial officer (\u201cCFO\u201d) of each of the Company and Parent, with such authority and duties, consistent with this Agreement, as shall from time to time be delegated to him by the board of directors of Parent (the \u201cBoard\u201d). Parent shall propose to its shareholders at each applicable annual meeting occurring during the term of this Agreement the re-election of the Executive as a member of the Board and the Executive shall so serve if re-elected.", "references": ["Disclosures", "Releases", "Authorizations", "Defined Terms", "Counterparts", "Subsidiaries", "Qualifications", "Agreements", "Records", "Closings", "Representations", "Warranties", "Existence", "Duties", "Headings", "Interpretations", "Costs", "Death", "Severability", "Confidentiality", "Venues", "Use Of Proceeds", "Interests", "Specific Performance", "Payments", "No Conflicts", "Authority", "Organizations", "Adjustments", "Effectiveness", "Employment"], "gold": ["Employment"]}
+{"input": "The GSI Schedule contains a listing of all current GSI insurance policies. To GSI\u2019s Knowledge, all current insurance policies are in full force and effect, are in amounts of a nature that are adequate and customary for GSI\u2019s business, and to GSI\u2019s Knowledge are sufficient for compliance with all legal requirements and agreements to which it is a party or by which it is bound. All premiums due on current policies or renewals have been paid, and there is no material default under any of the policies.", "references": ["Enforcements", "Consents", "Records", "Headings", "Indemnity", "Taxes", "Governing Laws", "No Waivers", "Death", "Sanctions", "Existence", "Notices", "Non-Disparagement", "Capitalization", "Sales", "Survival", "Vesting", "Jurisdictions", "Waivers", "Duties", "Use Of Proceeds", "Tax Withholdings", "Employment", "Integration", "Assignments", "Participations", "Organizations", "Closings", "Compliance With Laws", "Defined Terms", "Insurances"], "gold": ["Insurances"]}
+{"input": "Except as otherwise agreed by a Limited Partner and the General Partner in writing, this Agreement, together with the documents expressly referred to herein (including, for the avoidance of doubt, each Limited Partner\u2019s Subscription Agreement), each as amended or supplemented from time to time, constitutes the entire agreement among the parties hereto with respect to the subject matter herein or therein, and supersedes any prior agreement or understanding among the parties hereto; provided, that the General Partner, on its own behalf or on behalf of the Partnership, without any further act, approval or vote of any Partner, may enter into side letters or other writings (\u201cSide Letters\u201d) with certain Limited Partners which shall have the effect of establishing rights under, or altering or supplementing, the terms of, and shall be deemed included in, this Agreement or any Subscription Agreement with respect to such Limited Partner. For example (and without limitation), such Side Letters may provide for waiver of the minimum commitment, special rights to additional information about the Partnership (including information about portfolio investments), payment of a management fee, and reduced or rebated Carried Interest. The parties hereto agree that any rights established, or any terms of this Agreement or of any Subscription Agreement altered or supplemented in a Side Letter with a Limited Partner shall govern solely with respect to such Limited Partner (but not any of such Limited Partner\u2019s assignees or transferees unless so specified in such Side Letter) notwithstanding any other provision of this Agreement.", "references": ["Subsidiaries", "Interpretations", "Integration", "Forfeitures", "Powers", "Benefits", "Records", "Arbitration", "Interests", "No Waivers", "Publicity", "Terms", "Definitions", "Representations", "Transactions With Affiliates", "Indemnity", "Consents", "Notices", "Litigations", "Capitalization", "Consent To Jurisdiction", "Books", "Vacations", "Amendments", "Effectiveness", "Intellectual Property", "Erisa", "Anti-Corruption Laws", "Effective Dates", "Disability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The delivery of a Funding Notice and the acceptance by Borrower of the proceeds of Loans shall constitute a representation and warranty by Borrower and each other Credit Party that on the Closing Date (both immediately before and immediately after giving effect to the making of the Loans) the conditions contained in Section 3.01 have been satisfied or waived. Any Notice shall be executed by an Authorized Officer of Borrower in a writing delivered to Administrative Agent.", "references": ["Representations", "Insurances", "Titles", "Indemnity", "Authorizations", "General", "Intellectual Property", "Liens", "Specific Performance", "Erisa", "Waivers", "Counterparts", "Confidentiality", "No Waivers", "Releases", "Waiver Of Jury Trials", "Successors", "Applicable Laws", "Jurisdictions", "Costs", "Enforcements", "Effective Dates", "Sales", "Forfeitures", "Enforceability", "Records", "Subsidiaries", "Death", "Consent To Jurisdiction", "Sanctions", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement (except for Section 6 and Sections 8 through 15 , which shall survive indefinitely), and the obligation of the Equity Provider to fund the Contribution, will terminate automatically and immediately upon the earliest to occur of (a) the Closing Date, provided that the Equity Provider has satisfied its obligations with respect to the Closing Payment Contribution on or prior to the Closing Date, and (b)\u00a0the date on which the Purchase Agreement has been validly terminated in accordance with its terms and, to the extent such termination results in the Buyer\u2019s obligation to pay the Termination Fee in accordance with Section 8.2(d) thereof, the Buyer has paid the Termination Fee to the Sellers.", "references": ["Publicity", "Releases", "Indemnifications", "Governing Laws", "Jurisdictions", "Consent To Jurisdiction", "Modifications", "Applicable Laws", "Interests", "General", "No Defaults", "Binding Effects", "Assignments", "Compliance With Laws", "Enforcements", "Insurances", "Entire Agreements", "Sales", "Arbitration", "Anti-Corruption Laws", "Expenses", "Duties", "Authority", "Powers", "Base Salary", "Erisa", "Books", "Remedies", "Intellectual Property", "Positions", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Successors", "Books", "Duties", "Construction", "Use Of Proceeds", "Disability", "Anti-Corruption Laws", "Further Assurances", "Entire Agreements", "Non-Disparagement", "Indemnifications", "Adjustments", "Withholdings", "Cooperation", "Subsidiaries", "Capitalization", "Waiver Of Jury Trials", "Terms", "Benefits", "No Defaults", "Sales", "Notices", "Organizations", "Tax Withholdings", "Closings", "Transactions With Affiliates", "Terminations", "Authority", "Base Salary", "Warranties", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section\u00a01 or elsewhere in this Agreement.", "references": ["Benefits", "Disability", "Remedies", "Death", "Qualifications", "Existence", "Waivers", "Entire Agreements", "Representations", "Indemnity", "Erisa", "Indemnifications", "Non-Disparagement", "Cooperation", "Closings", "Enforcements", "Jurisdictions", "General", "Agreements", "Financial Statements", "Liens", "Further Assurances", "Sales", "Forfeitures", "No Conflicts", "Organizations", "Modifications", "Binding Effects", "Construction", "Books", "Definitions"], "gold": ["Definitions"]}
+{"input": "No assignment or transfer of this Note or the Borrowers\u2019 obligations hereunder is permitted without the prior written consent of Holder, and any purported assignment or transfer without the prior written consent of Holder shall be invalid ab initio .", "references": ["Litigations", "Counterparts", "Consent To Jurisdiction", "Transactions With Affiliates", "Interests", "Subsidiaries", "Erisa", "Existence", "Indemnifications", "Compliance With Laws", "Representations", "Capitalization", "Books", "Miscellaneous", "No Defaults", "Change In Control", "Amendments", "Payments", "Intellectual Property", "Indemnity", "Insurances", "Notices", "Terminations", "Submission To Jurisdiction", "No Conflicts", "Fees", "Taxes", "Positions", "Venues", "Binding Effects", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Parties agree that the terms and conditions of this Settlement Agreement shall remain confidential and shall not be disclosed to any entity or person unless disclosure is: (i) ordered by a court of competent jurisdiction; (ii) required by federal or state securities laws; or (iii) necessary for the enforcement of this Settlement Agreement, in which case the Settlement Agreement shall be filed with the applicable court and/or judicial body under seal.", "references": ["Tax Withholdings", "Forfeitures", "No Conflicts", "Binding Effects", "Governing Laws", "Assigns", "Powers", "Counterparts", "Costs", "Modifications", "Assignments", "Use Of Proceeds", "Records", "General", "Employment", "Indemnity", "Severability", "Interpretations", "Interests", "Defined Terms", "Notices", "Disclosures", "Representations", "Waiver Of Jury Trials", "Expenses", "Existence", "Authority", "No Waivers", "Vacations", "Vesting", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Subject to the provisions of the Plan, the Committee shall determine and designate, from time to time, the Employees of Zebra and any Subsidiary to whom Incentive Awards shall be granted.", "references": ["Vesting", "Applicable Laws", "Withholdings", "Specific Performance", "Notices", "Releases", "Indemnity", "Books", "Arbitration", "Enforcements", "Authority", "Expenses", "Waiver Of Jury Trials", "Non-Disparagement", "Jurisdictions", "Terms", "Entire Agreements", "Assigns", "Authorizations", "Employment", "No Defaults", "Waivers", "Positions", "Use Of Proceeds", "Erisa", "Submission To Jurisdiction", "Vacations", "Transactions With Affiliates", "Capitalization", "Costs", "Participations"], "gold": ["Participations"]}
+{"input": "All representations and warranties contained in this Agreement or any of the other Financing Agreements shall survive the execution and delivery of this Agreement.", "references": ["Cooperation", "Change In Control", "Non-Disparagement", "Compliance With Laws", "Closings", "Notices", "Vacations", "Construction", "Enforcements", "Effective Dates", "Brokers", "Assigns", "Taxes", "Fees", "Remedies", "Authorizations", "Forfeitures", "Tax Withholdings", "Representations", "Powers", "Miscellaneous", "Specific Performance", "Releases", "Indemnity", "Headings", "Liens", "Adjustments", "Costs", "Severability", "Assignments", "Survival"], "gold": ["Survival"]}
+{"input": "The Policy shall be administered by the Board. The Board may delegate any of its powers under the Policy to the Compensation and Human Resources Committee of the Board (or any successor committee). The Board or the Compensation and Human Resources Committee (or any successor committee) shall have the authority (i)\u00a0to exercise all of the powers granted to it under the Policy, (ii)\u00a0to construe, interpret and implement the Policy, (iii)\u00a0to prescribe, amend and rescind rules and regulations relating to the Policy, (iv)\u00a0to make all determinations necessary or advisable in administration of the Policy and (v)\u00a0to correct any defect, supply any omission and reconcile any inconsistency in the Policy. Actions of the Board or the Compensation and Human Resources Committee (or any successor committee) shall be taken by a majority vote of its members.", "references": ["Confidentiality", "Adjustments", "Waivers", "Payments", "Warranties", "No Waivers", "Litigations", "Approvals", "Integration", "Remedies", "Insurances", "Transactions With Affiliates", "Assigns", "Subsidiaries", "Withholdings", "Benefits", "Authorizations", "Taxes", "Defined Terms", "Financial Statements", "Definitions", "Successors", "Organizations", "Tax Withholdings", "Interests", "Consents", "Employment", "Entire Agreements", "Change In Control", "Sanctions", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Borrower waives demand and presentment for payment, notice of non-payment or dishonor, notice of protest and protest of this Note and any other notice required to be given by applicable law and agrees that its liability hereunder shall not be affected by any renewals, amendments or modifications of this Note, or extensions of the time of payment of all or any part of the amount owing hereunder at any time or times.", "references": ["Assigns", "Non-Disparagement", "Modifications", "Books", "Definitions", "Governing Laws", "Intellectual Property", "Sales", "Approvals", "Fees", "Authorizations", "Costs", "Consent To Jurisdiction", "Sanctions", "Solvency", "Forfeitures", "Transactions With Affiliates", "Assignments", "Terms", "Disclosures", "Insurances", "Organizations", "Capitalization", "Counterparts", "Amendments", "Further Assurances", "Positions", "Withholdings", "General", "Authority", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement shall become effective upon the Restatement Effective Date and shall continue in full force and effect for a term ending on January\u00a017, 2022 (the \u201c Maturity Date \u201d). The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.", "references": ["Anti-Corruption Laws", "Effective Dates", "Qualifications", "Erisa", "Survival", "Warranties", "Closings", "Applicable Laws", "Solvency", "Successors", "Agreements", "Definitions", "Indemnifications", "Interpretations", "Enforcements", "Authority", "Intellectual Property", "Construction", "Jurisdictions", "Insurances", "Amendments", "Change In Control", "General", "Specific Performance", "Governing Laws", "Defined Terms", "Indemnity", "Disclosures", "Books", "Enforceability", "Terms"], "gold": ["Terms"]}
+{"input": "If the Executive dies, her employment with the Company and this Agreement shall automatically terminate on the date of her death. The Executive\u2019s estate or personal representative shall be entitled to receive that portion of the Annual Salary that the Executive earned through and including the date of the Executive\u2019s death, at the rate of the Annual Salary in effect at that time, any Termination Vacation Pay and any bonus earned prior to the date of the Executive\u2019s death that remains unpaid. Except as provided herein or required by applicable law, neither the Executive\u2019s estate nor her personal representative shall be entitled to any other compensation or benefits.", "references": ["Waiver Of Jury Trials", "Arbitration", "Liens", "Indemnifications", "Definitions", "Employment", "Specific Performance", "Interests", "Interpretations", "Amendments", "Enforcements", "Financial Statements", "Entire Agreements", "Consents", "Adjustments", "Anti-Corruption Laws", "Intellectual Property", "Severability", "Binding Effects", "Qualifications", "Forfeitures", "Tax Withholdings", "Agreements", "Terminations", "Closings", "Terms", "Effectiveness", "Expenses", "Capitalization", "Non-Disparagement", "Death"], "gold": ["Death"]}
+{"input": "Notify Lender in writing, promptly after any Obligor\u2019s obtaining knowledge thereof, of any of the following that affects an Obligor:\u00a0\u00a0(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination would have a Material Adverse Effect; (b) any pending or threatened (in writing) labor dispute, strike or walkout, or the expiration of any material labor contract; (c) any default under or early termination of a Material Contract; (d) the existence of any Default or Event of Default; (e) any judgment in an amount exceeding $2,500,000 (net of insurance coverage therefor); and (f) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), that could reasonably be expected to have a Material Adverse Effect; (g)\u00a0the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse Effect; (h)\u00a0[reserved]; (i) any proposed material modifications to any License or entry into a new material License in each case at least 5 days prior to its effective date or any default or breach asserted by any Person to have occurred under any material provision of any License; (j)\u00a0the discharge of or any withdrawal or resignation by Topco\u2019s independent accountants that would have a Material Adverse Effect or (k) notices from Term Agent in respect of the Term Debt.", "references": ["Use Of Proceeds", "Waiver Of Jury Trials", "Subsidiaries", "Insurances", "Counterparts", "Effectiveness", "Consents", "Terminations", "Duties", "Existence", "Survival", "Vesting", "No Waivers", "Benefits", "Publicity", "Definitions", "Assigns", "Sanctions", "No Conflicts", "Employment", "Participations", "Cooperation", "Death", "Disclosures", "Intellectual Property", "Authorizations", "Costs", "General", "Waivers", "Capitalization", "Notices"], "gold": ["Notices"]}
+{"input": "Any amendment of this Agreement shall not be binding on the Parties unless set out in writing, expressed to amend this Agreement and signed by authorized representatives of each of the Parties.", "references": ["Enforceability", "Employment", "Representations", "Base Salary", "Remedies", "Arbitration", "Use Of Proceeds", "Titles", "Solvency", "Governing Laws", "Tax Withholdings", "Effective Dates", "Submission To Jurisdiction", "Benefits", "Disability", "Financial Statements", "Books", "Headings", "Indemnifications", "Forfeitures", "General", "Records", "Indemnity", "Enforcements", "Brokers", "Change In Control", "Taxes", "Terminations", "Organizations", "Further Assurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile or other electronic transmission (i.e., a \u201cpdf\u201d or \u201ctif\u201d), each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Administrative Agent.", "references": ["Subsidiaries", "Compliance With Laws", "Effectiveness", "Fees", "Effective Dates", "Approvals", "Transactions With Affiliates", "Miscellaneous", "Consent To Jurisdiction", "Expenses", "Adjustments", "Defined Terms", "Liens", "Tax Withholdings", "Vesting", "Waiver Of Jury Trials", "Binding Effects", "Enforcements", "Agreements", "Jurisdictions", "Interpretations", "Payments", "Duties", "Entire Agreements", "Remedies", "Death", "Taxes", "Enforceability", "Specific Performance", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution and delivery of each of the Transaction Documents to which the Purchaser is party and the performance by the Purchaser of its obligations hereunder and thereunder have been duly authorized by the Purchaser. Each Transaction Document to which the Purchaser is party has been duly executed and delivered by the Purchaser and, when duly executed and delivered by all of the parties thereto, such Transaction Document shall constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors\u2019 rights generally, general equitable principles and principles of public policy.", "references": ["Disability", "Counterparts", "Death", "Specific Performance", "Forfeitures", "Change In Control", "Submission To Jurisdiction", "Closings", "Indemnity", "Enforcements", "Consents", "Books", "Releases", "Indemnifications", "Amendments", "Litigations", "Warranties", "Terms", "Modifications", "Representations", "Effective Dates", "Consent To Jurisdiction", "Governing Laws", "Liens", "Further Assurances", "Enforceability", "Compliance With Laws", "Effectiveness", "Adjustments", "Subsidiaries", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "All notices and other communications required or permitted to be given hereunder shall be sent to the party to whom it is to be given and be either delivered personally against receipt, by email or other wire transmission, by registered or certified mail (postage prepaid, return receipt requested) or deposited with an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i)\u00a0if to the Company, to the address or e-mail address provided in the Merger Agreement, including to the persons designated therein to receive copies; and (ii)\u00a0if to a Covered Stockholder, to such Covered Stockholder\u2019s address or e-mail address shown opposite Covered Stockholder\u2019s name on Schedule A hereof. In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with this Section 7(m).", "references": ["Binding Effects", "Benefits", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Sales", "No Conflicts", "Representations", "Effectiveness", "Survival", "Severability", "Capitalization", "Death", "Amendments", "Positions", "Intellectual Property", "Indemnifications", "Waivers", "Interpretations", "Withholdings", "Insurances", "Counterparts", "No Waivers", "Enforcements", "Applicable Laws", "Participations", "Vesting", "Authorizations", "Indemnity", "Taxes", "Expenses", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the provisions in the Employment Agreement which are intended to survive termination of the Employment Agreement, including but not limited to those contained in Section\u00a08 and Section\u00a011 thereof, shall survive and continue in full force and effect. Executive acknowledges Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive\u2019s decision to accept this Agreement and General Release.", "references": ["Confidentiality", "Enforcements", "Duties", "Severability", "Interests", "Use Of Proceeds", "Assigns", "Books", "Successors", "Terminations", "Vacations", "Authorizations", "Effectiveness", "Notices", "Tax Withholdings", "Non-Disparagement", "Withholdings", "Construction", "Warranties", "Indemnity", "Participations", "Erisa", "Further Assurances", "Positions", "Interpretations", "Waivers", "Definitions", "Powers", "No Conflicts", "Survival", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "At the Closing, the Purchaser shall purchase and the Company shall issue and sell to the Purchaser that number of shares of Common Stock as set forth opposite the Purchaser\u2019s name on the signature page hereto for the aggregate purchase price as set forth opposite each Purchaser\u2019s name on the signature page hereto. The Closing will take place at 2:00\u00a0p.m., New York time, on the first business day after the satisfaction or waiver of the closing conditions set forth in Section 2.2 at Closing at the offices of Shumaker, Loop & Kendrick, LLP, 101 Kennedy Boulevard, Suite 2800, Tampa, Florida 33602, or such other time and/or location as the parties shall mutually agree.", "references": ["Cooperation", "Approvals", "Death", "Litigations", "Financial Statements", "Disclosures", "Capitalization", "Arbitration", "Definitions", "Headings", "Transactions With Affiliates", "Benefits", "Successors", "Employment", "Further Assurances", "Entire Agreements", "Authorizations", "Integration", "Confidentiality", "Use Of Proceeds", "Erisa", "Submission To Jurisdiction", "Books", "Remedies", "Consent To Jurisdiction", "Miscellaneous", "Amendments", "Vesting", "Publicity", "Sales", "Closings"], "gold": ["Closings"]}
+{"input": "EACH LOAN PARTY HEREBY (I) ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS OBLIGATIONS AND (II) VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT OR ANY LENDER, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT, WHICH ANY LOAN PARTY MAY NOW OR HEREAFTER HAVE AGAINST AGENT, ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY.", "references": ["Forfeitures", "Financial Statements", "Interests", "Warranties", "Approvals", "Binding Effects", "Insurances", "Vacations", "Closings", "Use Of Proceeds", "Benefits", "Liens", "Enforceability", "Jurisdictions", "Tax Withholdings", "Adjustments", "Submission To Jurisdiction", "Confidentiality", "Modifications", "Expenses", "Definitions", "No Conflicts", "Headings", "Withholdings", "Duties", "Assignments", "Organizations", "Intellectual Property", "Death", "Titles", "Releases"], "gold": ["Releases"]}
+{"input": "Each Agent shall have received this Amendment fully executed by the Loan Parties and the Lenders.", "references": ["Authorizations", "Definitions", "Notices", "Forfeitures", "Applicable Laws", "Releases", "Anti-Corruption Laws", "Litigations", "Remedies", "Submission To Jurisdiction", "Sales", "No Waivers", "Adjustments", "Benefits", "Authority", "Vacations", "Costs", "Positions", "Approvals", "Effectiveness", "Subsidiaries", "Qualifications", "Liens", "Organizations", "Insurances", "Severability", "Jurisdictions", "No Conflicts", "Consent To Jurisdiction", "Enforcements", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Guaranty shall remain in full force and effect with respect to each Guarantor until the earliest of the (x)\u00a0the date on which all of the Guarantied Obligations have been indefeasibly paid and performed in full or (y)\u00a0solely with respect to such Guarantor (but not any other Guarantor), release or termination of the obligations of such Guarantor hereunder in accordance with the terms of the Credit Agreement, at which point this Guaranty shall (solely with respect to such Guarantor, in the case of clause (y)), automatically terminate and have no further force and effect (other than any provisions of this Guaranty that expressly survive the termination hereof).\u00a0 The Administrative Agent agrees to execute and deliver such documents as are reasonably requested in accordance with the terms of the Credit Agreement by the Borrower or any such Guarantor to evidence such termination or release, at the Borrower\u2019s or such Guarantor\u2019s sole cost and expense.", "references": ["Litigations", "Modifications", "Submission To Jurisdiction", "Releases", "Subsidiaries", "Arbitration", "Change In Control", "Closings", "Consent To Jurisdiction", "Counterparts", "Severability", "Applicable Laws", "Titles", "Remedies", "Benefits", "No Defaults", "Interests", "Costs", "Authorizations", "Disclosures", "Duties", "Forfeitures", "Warranties", "Books", "Records", "Use Of Proceeds", "Compliance With Laws", "Binding Effects", "Payments", "Expenses", "Terminations"], "gold": ["Terminations"]}
+{"input": "Executive and Employer agree and covenant that neither party shall disclose any of the terms of or amounts paid under this Agreement or the Release of Claims Agreement, or the negotiation hereof and thereof, to any individual or entity; provided, however, that Executive will not be prohibited from making disclosures to his attorney, tax advisors and/or immediate family members, or as may be required by law, and that Company will not be prohibited from making disclosures as required under securities laws.", "references": ["Transactions With Affiliates", "Costs", "Interpretations", "No Conflicts", "Fees", "Remedies", "Miscellaneous", "Approvals", "Existence", "Terms", "Anti-Corruption Laws", "Erisa", "Benefits", "Insurances", "Consent To Jurisdiction", "Solvency", "Waiver Of Jury Trials", "Forfeitures", "Definitions", "Change In Control", "Headings", "Enforceability", "Records", "Survival", "Enforcements", "Assigns", "Amendments", "Litigations", "Employment", "Vacations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement shall remain in full force and effect in perpetuity unless terminated in accordance with its terms.", "references": ["Records", "Authorizations", "Titles", "Indemnity", "Duties", "Litigations", "Assigns", "Effective Dates", "Enforcements", "Remedies", "Submission To Jurisdiction", "Consents", "Change In Control", "Sanctions", "Modifications", "Financial Statements", "Existence", "Transactions With Affiliates", "Arbitration", "Notices", "Jurisdictions", "Agreements", "Confidentiality", "Miscellaneous", "Specific Performance", "Solvency", "Cooperation", "Effectiveness", "Closings", "Defined Terms", "Terms"], "gold": ["Terms"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished, taken as a whole, by or on behalf of the Company to the Purchaser regarding the Company, its business and the transactions contemplated hereby, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the Purchaser does not make nor has it made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Indemnifications", "Transactions With Affiliates", "Non-Disparagement", "Publicity", "Further Assurances", "Enforceability", "Fees", "Titles", "Enforcements", "Consents", "Compliance With Laws", "Brokers", "Qualifications", "Consent To Jurisdiction", "Venues", "Solvency", "Vesting", "Use Of Proceeds", "Subsidiaries", "Books", "Duties", "Confidentiality", "Costs", "Survival", "Warranties", "Payments", "Defined Terms", "Binding Effects", "Insurances", "Positions", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Current Landlord, New Landlord, and Tenant each represents and warrants to the other that such representing party has had no dealings, negotiations, or consultations with respect to the New Premises or this transaction with any broker or finder other than an affiliate of New Landlord. Each party must indemnify, defend, and hold harmless the other from and against any and all liability, cost, and expense (including reasonable attorneys\u2019 fees and court costs), arising out of or from or related to its misrepresentation or breach of warranty under this Section. This Section\u00a0will survive the expiration or earlier termination of the Term.", "references": ["Specific Performance", "Survival", "Capitalization", "Consent To Jurisdiction", "Headings", "Enforcements", "Records", "Financial Statements", "Representations", "Approvals", "General", "Disability", "Waivers", "Venues", "Enforceability", "Participations", "Liens", "Qualifications", "Entire Agreements", "Non-Disparagement", "Organizations", "Litigations", "Erisa", "Releases", "Agreements", "Severability", "Confidentiality", "Counterparts", "Submission To Jurisdiction", "Further Assurances", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Agreement constitutes the entire agreement of the Partners relating to the matters contained herein and supersedes all prior contracts or agreements, whether oral or written, among the parties hereto with respect to such matters.", "references": ["Capitalization", "Expenses", "Terms", "Death", "Further Assurances", "Headings", "Consents", "Costs", "Employment", "Counterparts", "Authorizations", "Intellectual Property", "Powers", "Miscellaneous", "Definitions", "Anti-Corruption Laws", "No Defaults", "No Conflicts", "Sanctions", "Approvals", "Existence", "Organizations", "Use Of Proceeds", "Positions", "Notices", "Forfeitures", "Specific Performance", "Erisa", "Binding Effects", "Adjustments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All or a portion of the Participant\u2019s base salary.", "references": ["Books", "Anti-Corruption Laws", "Representations", "Agreements", "Amendments", "Liens", "Death", "Financial Statements", "Headings", "Successors", "Employment", "Organizations", "Authority", "Payments", "Effective Dates", "Vacations", "Enforcements", "Remedies", "Notices", "Warranties", "Expenses", "Submission To Jurisdiction", "Binding Effects", "Qualifications", "Interpretations", "Definitions", "Benefits", "Change In Control", "Confidentiality", "Indemnity", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given if (i)\u00a0mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested; (ii)\u00a0by delivering same in person to the intended addressee; or (iii)\u00a0by delivery to an independent third party commercial delivery service for same day or next day delivery and providing for evidence of receipt at the office of the intended addressee. Notice so mailed shall be effective upon its deposit with the United States Postal Service or any successor thereto; notice sent a commercial delivery service shall be effective upon delivery to such commercial delivery service; notice given by personal delivery shall be effective only if and when received by the addressee; and notice given by other means shall be effective only if and when received at the designated address of the intended addressee. For purposes of notice, the addresses of the parties shall be as set forth on page 1 of this Agreement; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days notice to the other party in the manner set forth herein.", "references": ["Effective Dates", "Change In Control", "Authority", "Sales", "Specific Performance", "Withholdings", "Severability", "Vesting", "Costs", "Capitalization", "Consents", "Cooperation", "Assignments", "Terminations", "Positions", "Insurances", "Effectiveness", "Vacations", "Interpretations", "Forfeitures", "Venues", "Enforceability", "Survival", "Transactions With Affiliates", "Counterparts", "Construction", "Powers", "Anti-Corruption Laws", "Successors", "Miscellaneous", "Notices"], "gold": ["Notices"]}
+{"input": "Lessee possesses, and upon Closing, Lessee will possess and have the right to use all intellectual property, licenses and other rights as are material and necessary for the conduct of business at the Property.", "references": ["Submission To Jurisdiction", "Applicable Laws", "Payments", "Positions", "Qualifications", "Records", "Existence", "Enforceability", "Miscellaneous", "Severability", "Duties", "Jurisdictions", "Interpretations", "Liens", "Withholdings", "Survival", "Litigations", "Consents", "Non-Disparagement", "Adjustments", "Further Assurances", "Remedies", "Authorizations", "Terms", "Interests", "Base Salary", "Disability", "Arbitration", "Publicity", "Costs", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Agreement constitutes all of the terms agreed upon by the Buyer and Company with respect to the subject matter herein and supersedes all prior agreements or understandings among the parties, and may not be changed or terminated unless in writing and signed by all parties.", "references": ["Erisa", "Closings", "Successors", "Litigations", "Withholdings", "Governing Laws", "Defined Terms", "Authority", "Publicity", "Amendments", "Notices", "Payments", "Effective Dates", "General", "Integration", "Expenses", "Costs", "Titles", "Confidentiality", "Capitalization", "Headings", "Financial Statements", "Records", "Death", "Venues", "Indemnity", "Tax Withholdings", "Applicable Laws", "Duties", "Qualifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each acceptance by the Company of an offer to purchase the Shares hereunder, and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Managers that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).", "references": ["Waivers", "Change In Control", "Disclosures", "Insurances", "Definitions", "Agreements", "Records", "Benefits", "Binding Effects", "Consents", "Venues", "Interests", "Interpretations", "Financial Statements", "Solvency", "Further Assurances", "Sales", "Positions", "Liens", "Construction", "Effectiveness", "Authorizations", "Waiver Of Jury Trials", "Specific Performance", "Defined Terms", "Indemnity", "Terms", "Amendments", "Duties", "Vesting", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement is effective as of the date hereof and, unless earlier terminated pursuant to the terms hereof, shall continue in effect until August\u00a031, 2018 (the \u201c Service Termination Date \u201d); provided that in the event Exhibit\u00a0A sets forth any earlier date for termination of a particular Transition Service, the Service Termination Date with respect to such Transition Service shall be such earlier date.\u00a0\u00a0If Buyer desires for Service Provider to continue to perform any of the Transition Services after the Service Termination Date (or any earlier date for termination of a particular Transition Service) and Service Provider agrees in writing to continue providing such services, the Parties shall negotiate in good faith to determine an amount that compensates Service Provider for its reasonable costs for such performance.\u00a0\u00a0Any Transition Services so performed by Service Provider pursuant to the immediately preceding sentence shall continue to constitute Transition Services hereunder and be subject to all of the provisions of this Agreement for the duration of any agreed upon extension period.", "references": ["Litigations", "Erisa", "Intellectual Property", "Sales", "Headings", "Amendments", "Base Salary", "Consents", "Enforceability", "Assignments", "Solvency", "Interpretations", "Notices", "Closings", "No Waivers", "Cooperation", "Modifications", "Authorizations", "Releases", "Miscellaneous", "Enforcements", "Specific Performance", "Adjustments", "Records", "Subsidiaries", "Compliance With Laws", "Withholdings", "Duties", "Effective Dates", "No Defaults", "Terms"], "gold": ["Terms"]}
+{"input": "The New Note will be secured by a first priority security interest in and lien on the Company Assets. The New Note will be senior to all existing indebtedness of the Company; provided, however, that the Buyer\u2019s security interest in and lien on the Company Assets will rank pari passu with the first priority security interest in and lien on the Company Assets granted to the purchasers of Preferred Stock Units sold by the Company in the Company\u2019s Preferred Stock Unit Offering. At such time as the security interest in and lien on the Company Assets held by the purchasers of Preferred Stock Units terminates, the security interest in and lien on the Company Assets held by the Buyer will continue in first priority position.", "references": ["Sanctions", "Base Salary", "Closings", "Applicable Laws", "Counterparts", "No Waivers", "Tax Withholdings", "Organizations", "Insurances", "Headings", "Further Assurances", "Consent To Jurisdiction", "Benefits", "Intellectual Property", "Subsidiaries", "Vesting", "Defined Terms", "Venues", "Agreements", "Definitions", "Remedies", "Terms", "Modifications", "Authorizations", "Withholdings", "Successors", "No Defaults", "Positions", "Duties", "Adjustments", "Liens"], "gold": ["Liens"]}
+{"input": "Notwithstanding Section 9 or any other provision in this Agreement or the Plan to the contrary, because the Company is headquartered in the State of Ohio, the provisions of this Section 6 of the Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to the choice of law rules of any state, including any state in which Participant works.", "references": ["Change In Control", "Entire Agreements", "Payments", "Insurances", "Existence", "Authorizations", "Taxes", "Litigations", "Sanctions", "Applicable Laws", "Death", "Closings", "Warranties", "General", "Brokers", "Representations", "Use Of Proceeds", "Authority", "Jurisdictions", "Releases", "Enforcements", "Participations", "Cooperation", "Counterparts", "Transactions With Affiliates", "Indemnity", "Vacations", "Further Assurances", "Miscellaneous", "Binding Effects", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the term of this Agreement (including all renewal periods, if any, the \u201c Term \u201d), Executive agrees to be employed by and to serve as the Sr. Vice President, Research & Development and Luminex agrees to employ and retain Executive in such capacity subject to the provisions of this Agreement. Executive shall have such powers, authority and duties, and shall render such services of executive and administrative character, or act in such other capacity for Luminex, as the President & Chief Executive Officer shall from time to time lawfully direct and Executive shall report directly to the President & Chief Executive Officer. Executive shall devote substantially all of his business time, energy, and skill to the business of Luminex.", "references": ["Fees", "Submission To Jurisdiction", "Enforcements", "Records", "Venues", "Anti-Corruption Laws", "Vacations", "Authorizations", "No Defaults", "Sanctions", "Intellectual Property", "Integration", "Modifications", "Expenses", "Approvals", "Liens", "Benefits", "Representations", "Non-Disparagement", "Organizations", "Successors", "Severability", "Costs", "Forfeitures", "Compliance With Laws", "Existence", "Payments", "Counterparts", "Cooperation", "Agreements", "Duties"], "gold": ["Duties"]}
+{"input": "Use the proceeds of the Initial Term Loans to finance a portion of the Transactions and use the proceeds of the Term Loans (other than Initial Term Loans) only for general corporate purposes and working capital of the Borrower and its Subsidiaries and any other purpose not prohibited by this Agreement including Permitted Acquisitions, and other Investments.", "references": ["Withholdings", "No Waivers", "Duties", "Payments", "Insurances", "Arbitration", "Authorizations", "Sales", "Fees", "Books", "Taxes", "Non-Disparagement", "Releases", "Remedies", "Applicable Laws", "Expenses", "Interests", "Effectiveness", "Warranties", "Amendments", "Costs", "Subsidiaries", "Counterparts", "Cooperation", "Entire Agreements", "No Defaults", "Adjustments", "Existence", "General", "Erisa", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Except to the limited extent necessary to comply with applicable Law, legal process, or a court order or to enforce a final settlement agreement or secure enforcement or vacatur of the arbitrators\u2019 award, the Parties agree that the existence, terms and content of any Arbitration, all information and documents disclosed in any Arbitration or evidencing any arbitration results, award, judgment or settlement, or the performance thereof, and any allegations, statements and admissions made or positions taken by either Party in any Arbitration shall be treated and maintained in confidence and are not intended to be used or disclosed for any other purpose or in any other forum.", "references": ["Existence", "Change In Control", "Fees", "Participations", "Records", "Governing Laws", "Taxes", "Subsidiaries", "Remedies", "Insurances", "Disclosures", "Vesting", "Waivers", "Effectiveness", "Anti-Corruption Laws", "Effective Dates", "Use Of Proceeds", "Consent To Jurisdiction", "Defined Terms", "Terms", "Base Salary", "Employment", "Publicity", "No Waivers", "Sanctions", "Books", "Cooperation", "Authority", "Headings", "Waiver Of Jury Trials", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The invalidity or unenforceability of any one (1) or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.", "references": ["Change In Control", "General", "Representations", "Sales", "Adjustments", "Forfeitures", "Authority", "Titles", "Positions", "Books", "Approvals", "Indemnity", "Compliance With Laws", "Consent To Jurisdiction", "Duties", "Specific Performance", "Assignments", "Subsidiaries", "Vacations", "Interests", "Terminations", "Death", "Miscellaneous", "Transactions With Affiliates", "Taxes", "Defined Terms", "Anti-Corruption Laws", "Consents", "Sanctions", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "Subject to acceptance and recording of the assignment by the Agent pursuant to Section \u00a012.3(d) , upon (i)\u00a0delivery to the Agent of an Assignment and Assumption Agreement pursuant to Section \u00a012.3(a) , together with any consents required by Section \u00a012.3(b) , (ii)\u00a0payment by the parties to the Assignment and Assumption Agreement (other than the Borrower) of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent) and (iii)\u00a0delivery to the Borrower and the Agent of the documents required by Section \u00a03.5 , such Assignment and Assumption Agreement shall become effective on the effective date specified in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes \u201cplan assets\u201d as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be \u201cplan assets\u201d under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an assignment covering all of the assigning Lender\u2019s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that no assignment by a Defaulting Lender will constitute or effect a waiver or release of any claim of any party arising from such Lender being a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section \u00a012.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section \u00a012.2 . Upon the consummation of any assignment to a Purchaser pursuant to this Section \u00a012.3(c) , the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or if the Aggregate Commitment has been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.", "references": ["Successors", "Consents", "Arbitration", "Existence", "Qualifications", "Compliance With Laws", "Assignments", "Authority", "Change In Control", "Sales", "Vacations", "Indemnifications", "Publicity", "Interpretations", "Use Of Proceeds", "Binding Effects", "Approvals", "Titles", "Sanctions", "Modifications", "Taxes", "Fees", "Participations", "Venues", "Waivers", "Representations", "Financial Statements", "Books", "Submission To Jurisdiction", "Solvency", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "This Letter, together with your Restrictive Covenant Agreement and any other agreements referenced herein, sets forth the final and entire agreement of the parties with respect to the subject matter hereof. This Letter may be amended only in a writing signed by you and an authorized officer of the Company. This Letter may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. This Letter shall be governed by and construed in accordance with the laws of the State of Washington without giving effect to the principles of conflicts of laws, and applicable federal law. Nothing contained in this Letter shall confer upon you any right to continue in the employ or service of the Company or affect the right of the Company to terminate your employment or service at any time.", "references": ["Applicable Laws", "Successors", "Representations", "Interpretations", "Solvency", "Arbitration", "Modifications", "Tax Withholdings", "Base Salary", "Existence", "Liens", "Waivers", "Titles", "Submission To Jurisdiction", "Approvals", "Survival", "No Defaults", "Organizations", "Vesting", "Sales", "Remedies", "Confidentiality", "Definitions", "Transactions With Affiliates", "Powers", "Records", "Books", "Construction", "Publicity", "Sanctions", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The Administrative Agent shall have received executed signature pages hereto from each Credit Party, each Increase Loan Lender and Consenting Lenders constituting the Required Lenders.", "references": ["Applicable Laws", "Intellectual Property", "Miscellaneous", "Fees", "Forfeitures", "Effective Dates", "Books", "Amendments", "Non-Disparagement", "Insurances", "No Conflicts", "Records", "Interpretations", "Agreements", "Indemnifications", "Subsidiaries", "Expenses", "Disability", "Sales", "Successors", "Organizations", "Death", "Tax Withholdings", "Taxes", "Severability", "Cooperation", "Adjustments", "Benefits", "Withholdings", "Duties", "Consents"], "gold": ["Consents"]}
+{"input": "Tenant and not Landlord shall be responsible for furnishing all telephone, internet, cable and other utility services (other than electrical, HVAC, water and sewer services) to the Premises. All such services furnished by Tenant shall be separately metered and Tenant shall pay all charges for all utility services furnished by Tenant directly to the utility provider. Notwithstanding the foregoing, electrical service for the Premises shall be governed by the provisions of subsection (b) \u00a0below.", "references": ["Approvals", "Sales", "Liens", "Assignments", "Definitions", "Terminations", "Venues", "Jurisdictions", "Compliance With Laws", "Organizations", "No Conflicts", "Arbitration", "Insurances", "Interpretations", "Confidentiality", "Disclosures", "Consent To Jurisdiction", "Modifications", "Base Salary", "Further Assurances", "Enforcements", "Forfeitures", "Survival", "Death", "Successors", "Duties", "Agreements", "Releases", "Integration", "Indemnity", "General"], "gold": ["General"]}
+{"input": "The Borrower will promptly deliver notice to the Lender in the event that any Subsidiary is dissolved or otherwise ceases to conduct business.", "references": ["No Waivers", "Indemnity", "Cooperation", "General", "Specific Performance", "Notices", "Employment", "Use Of Proceeds", "Agreements", "Governing Laws", "Positions", "Consent To Jurisdiction", "Benefits", "Assigns", "Authority", "Duties", "Counterparts", "Enforceability", "Jurisdictions", "Indemnifications", "Titles", "Payments", "Solvency", "Entire Agreements", "Intellectual Property", "Headings", "Erisa", "Withholdings", "Defined Terms", "Publicity", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Except for (i) the non-objection of the FRB to the Company\u2019s purchase of the Warrants and (ii) the non-objection of the GDBF with respect to the Special Dividend, all governmental and other consents that are required to have been obtained by the Company with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.", "references": ["Tax Withholdings", "Sanctions", "Approvals", "Closings", "Indemnity", "Withholdings", "Duties", "Cooperation", "Integration", "Headings", "Fees", "Confidentiality", "Anti-Corruption Laws", "Severability", "Positions", "Vesting", "Employment", "Interpretations", "Jurisdictions", "Waiver Of Jury Trials", "Enforceability", "Use Of Proceeds", "Binding Effects", "Construction", "Venues", "Non-Disparagement", "Adjustments", "Terminations", "Publicity", "Indemnifications", "Consents"], "gold": ["Consents"]}
+{"input": "The December\u00a031, 2017 audited consolidated financial statements of the REIT and its Subsidiaries, and their unaudited financial statements dated as of September\u00a030, 2018, heretofore delivered to the Lenders were prepared in accordance with GAAP as in effect on the date such statements were prepared and fairly present in all material respects the consolidated financial condition and operations of the REIT and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.", "references": ["Duties", "Death", "Erisa", "Brokers", "Releases", "Assignments", "Payments", "Forfeitures", "Withholdings", "Use Of Proceeds", "Effective Dates", "No Conflicts", "Sanctions", "Authority", "Titles", "Non-Disparagement", "Qualifications", "Anti-Corruption Laws", "Publicity", "Disability", "Consent To Jurisdiction", "Vesting", "Fees", "Consents", "Benefits", "Compliance With Laws", "Enforceability", "Further Assurances", "Remedies", "Agreements", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "In addition to the accounts and records referred to in subsection\u00a0(a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.", "references": ["Organizations", "Positions", "Closings", "Entire Agreements", "Duties", "Confidentiality", "Insurances", "Miscellaneous", "Counterparts", "Headings", "No Conflicts", "Non-Disparagement", "Governing Laws", "Terminations", "Expenses", "Payments", "Sanctions", "Releases", "Consents", "Publicity", "Binding Effects", "Existence", "Cooperation", "Assigns", "Effective Dates", "Withholdings", "Employment", "Enforcements", "Books", "Indemnifications", "Participations"], "gold": ["Participations"]}
+{"input": "Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Borrower or any other Borrower Party) promptly upon demand for such Lender\u2019s Pro Rata Share with respect to the Loan of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and other taxes paid in the name of, or on behalf of, any Borrower or any other Borrower Party) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document and the Environmental Indemnity Agreement.", "references": ["Disability", "Vacations", "Withholdings", "Disclosures", "Enforceability", "Costs", "Entire Agreements", "Terms", "Enforcements", "Books", "Jurisdictions", "Applicable Laws", "Duties", "Transactions With Affiliates", "Litigations", "Construction", "Effective Dates", "Change In Control", "Closings", "Modifications", "Base Salary", "Capitalization", "Indemnity", "Releases", "Agreements", "Forfeitures", "Interpretations", "Vesting", "Terminations", "Sanctions", "Expenses"], "gold": ["Expenses"]}
+{"input": "The validity, enforceability and interpretation of any of the clauses of this Agreement shall be determined and governed by the laws of Iowa. The invalidity or unenforceability of any term or provision of this Agreement shall not, unless otherwise specified herein, affect the validity or enforceability of any other term or provisions.", "references": ["Capitalization", "Costs", "Indemnifications", "Authorizations", "Vacations", "Transactions With Affiliates", "Participations", "Organizations", "Successors", "Change In Control", "Employment", "Disability", "Consents", "Erisa", "Miscellaneous", "Forfeitures", "Adjustments", "Waivers", "Confidentiality", "Death", "Severability", "Disclosures", "Anti-Corruption Laws", "Enforceability", "General", "Effectiveness", "Modifications", "Notices", "Waiver Of Jury Trials", "Books", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Gratitude Health, Inc., 11231 US Highway 1, Suite 200, North Palm Beach, FL 33408, Attn: Roy Warren, Chief Executive Officer, e-mail: roy@organicgratitude.com, and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto, with a copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, Attn: Barbara R. Mittman, Esq., facsimile: (212) 697-3575.", "references": ["Terms", "Taxes", "Anti-Corruption Laws", "Definitions", "Assignments", "Disability", "Non-Disparagement", "Intellectual Property", "Records", "Existence", "Withholdings", "Organizations", "Modifications", "Waiver Of Jury Trials", "No Waivers", "Amendments", "Financial Statements", "Fees", "Disclosures", "Interests", "Authority", "Specific Performance", "Warranties", "Cooperation", "Positions", "General", "Remedies", "Governing Laws", "Liens", "Litigations", "Notices"], "gold": ["Notices"]}
+{"input": "In the event Executive\u2019s employment hereunder is terminated by reason of Executive\u2019s death, the Company shall pay Executive\u2019s designated beneficiary or beneficiaries, within thirty (30) days of Executive\u2019s death (or such earlier date as may be required by law) in a lump sum in cash, (i) Executive\u2019s Base Salary through the end of the month in which his death occurs and (ii) any Accrued Obligations (as defined in Section 1(f) below). In addition, any incentive equity or equity-linked awards in or relating to equity of the Company or its subsidiaries ( e.g. , restricted stock, restricted stock units, stock options, phantom stock or similar instruments) that are outstanding and unvested as of the date of such termination of employment and that would have vested at any time through the first anniversary of the date of the termination of Executive\u2019s employment with the Company (the \u201c Termination Date \u201d) shall vest upon Executive\u2019s death and shall be settled in accordance with their terms. Notwithstanding the foregoing, (A) any amounts that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied, and (B) the terms of any future awards may be varied in the governing documents of such award.", "references": ["Modifications", "Employment", "Consents", "Disability", "Effectiveness", "Payments", "Fees", "Waivers", "Non-Disparagement", "Amendments", "Sales", "Authorizations", "Counterparts", "Integration", "Enforceability", "Specific Performance", "Venues", "Agreements", "Change In Control", "Transactions With Affiliates", "Successors", "Assignments", "Severability", "Entire Agreements", "Tax Withholdings", "Litigations", "Confidentiality", "Powers", "Insurances", "Compliance With Laws", "Death"], "gold": ["Death"]}
+{"input": "Each Grantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether relating to this Agreement or the transactions relating hereto in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by Applicable Law, in such federal court.\u00a0 Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.\u00a0 Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.", "references": ["Headings", "Intellectual Property", "Confidentiality", "Participations", "Litigations", "Successors", "Enforceability", "No Waivers", "Waivers", "Further Assurances", "Non-Disparagement", "Indemnifications", "Payments", "Enforcements", "Publicity", "Sales", "Titles", "Use Of Proceeds", "Assignments", "Venues", "Amendments", "Liens", "Forfeitures", "Organizations", "Applicable Laws", "Fees", "Insurances", "Taxes", "Solvency", "Counterparts", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "During your employment pursuant to this Letter, the Company will continue to pay you a base salary at the rate of $900,000 per year (\u201cBase Salary\u201d), payable semi-monthly in accordance with the Company\u2019s executive payroll policy. Your Base Salary will be reviewed annually on the Company\u2019s regular executive salary review schedule, and will be subject to adjustment at the discretion of the Organization and Compensation Committee of the Company\u2019s Board of Directors (the \u201cCompensation Committee\u201d), which adjusted amount will be thereafter your \u201cBase Salary\u201d for all purposes hereunder.", "references": ["Brokers", "Existence", "Titles", "Sales", "Notices", "Modifications", "Insurances", "Agreements", "Amendments", "Capitalization", "Remedies", "Organizations", "Construction", "Waiver Of Jury Trials", "Counterparts", "Survival", "Jurisdictions", "Disclosures", "Vesting", "Authorizations", "No Waivers", "Confidentiality", "Non-Disparagement", "Books", "Costs", "Definitions", "Employment", "Change In Control", "Releases", "Transactions With Affiliates", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This issuance of RSUs (and the shares underlying the RSUs) and Cash Award pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the 1934 Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue any shares deliverable pursuant to this Agreement if any such issuance would violate any such requirements.", "references": ["Taxes", "Death", "Interests", "Releases", "Headings", "Survival", "Tax Withholdings", "Non-Disparagement", "Benefits", "Waiver Of Jury Trials", "Cooperation", "General", "Qualifications", "Positions", "Withholdings", "Enforcements", "Existence", "Forfeitures", "Agreements", "Books", "Specific Performance", "Waivers", "Records", "Successors", "Subsidiaries", "Venues", "Jurisdictions", "Definitions", "Transactions With Affiliates", "Governing Laws", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Executive will be entitled to paid vacation of twenty (20) business days per year in accordance with the Company\u2019s vacation policy, with the timing and duration of specific days off mutually and reasonably agreed to by the parties hereto.", "references": ["Governing Laws", "Organizations", "Subsidiaries", "Assignments", "Records", "Authorizations", "Books", "Confidentiality", "Death", "Financial Statements", "Enforceability", "Representations", "Disclosures", "Non-Disparagement", "Headings", "Waiver Of Jury Trials", "Remedies", "Interests", "Brokers", "Capitalization", "Erisa", "Litigations", "General", "Successors", "Duties", "Approvals", "Entire Agreements", "Venues", "Cooperation", "Costs", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery ( i.e ., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.", "references": ["Entire Agreements", "Specific Performance", "Effective Dates", "Use Of Proceeds", "Existence", "Disability", "Records", "Change In Control", "Assigns", "Indemnity", "Brokers", "Vesting", "Enforcements", "Binding Effects", "No Conflicts", "Disclosures", "Notices", "Tax Withholdings", "Duties", "Financial Statements", "Amendments", "Participations", "Survival", "Remedies", "Releases", "Approvals", "Jurisdictions", "Governing Laws", "Subsidiaries", "Assignments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "To the knowledge of the Borrower, ( 1 )\u00a0the Borrower and each of its Restricted Subsidiaries has filed or caused to be filed all material tax returns which are required to be filed by it and has paid ( a ) all Taxes shown to be due and payable on such returns and ( b ) all Taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property (including the Mortgaged Fee Properties) and all other Taxes imposed on it or any of its property by any Governmental Authority; and ( 2 ) no tax Liens have been filed (except for Liens for Taxes not yet due and payable), and no claim is being asserted in writing, with respect to any such Taxes (in each case under the preceding clauses (1) and (2) other than in respect of any such ( i ) Taxes with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or ( ii ) Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Restricted Subsidiaries, as the case may be).", "references": ["Definitions", "Change In Control", "Integration", "Sanctions", "Defined Terms", "Qualifications", "Successors", "Representations", "Non-Disparagement", "Construction", "Authority", "Assignments", "Compliance With Laws", "Agreements", "Governing Laws", "Solvency", "Headings", "No Defaults", "Enforceability", "Arbitration", "Intellectual Property", "Jurisdictions", "Notices", "Anti-Corruption Laws", "Indemnity", "Employment", "Use Of Proceeds", "Insurances", "Miscellaneous", "Remedies", "Taxes"], "gold": ["Taxes"]}
+{"input": "All of your Restricted Shares are Vested. When a Restricted Share is Vested, it means only that your continued active Employment is not required for that portion of Restricted Shares to become fully transferrable without risk of forfeiture. Vesting does not mean you have a non-forfeitable right to the Vested portion of your Award. The terms of this Award Agreement (including the Transfer Restrictions) continue to apply to Vested Restricted Shares, and you can still forfeit Vested Restricted Shares.", "references": ["Brokers", "Subsidiaries", "Approvals", "Modifications", "Organizations", "Qualifications", "Venues", "No Waivers", "Benefits", "Indemnifications", "Records", "Interests", "Non-Disparagement", "Counterparts", "Miscellaneous", "Existence", "Titles", "Waiver Of Jury Trials", "Terms", "Defined Terms", "Death", "Definitions", "Releases", "Enforceability", "Entire Agreements", "Construction", "Notices", "Adjustments", "Use Of Proceeds", "Duties", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Company is a company duly incorporated and validly existing and in good standing as a company under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.", "references": ["Duties", "Specific Performance", "Defined Terms", "Transactions With Affiliates", "Warranties", "Authorizations", "Counterparts", "Remedies", "Confidentiality", "Consent To Jurisdiction", "Terminations", "Applicable Laws", "Closings", "Non-Disparagement", "Waiver Of Jury Trials", "No Defaults", "Anti-Corruption Laws", "Enforcements", "Withholdings", "Payments", "Employment", "Approvals", "Solvency", "Severability", "Intellectual Property", "Powers", "Construction", "No Conflicts", "Effectiveness", "Forfeitures", "Organizations"], "gold": ["Organizations"]}
+{"input": "Receipt by the Domestic Administrative Agent, the Canadian Administrative Agent, the Joint Lead Arrangers and the Lenders of any fees required to be paid on or before the Amendment Closing Date.", "references": ["No Defaults", "Waivers", "Construction", "Transactions With Affiliates", "Severability", "Financial Statements", "Subsidiaries", "Releases", "Consent To Jurisdiction", "Powers", "Adjustments", "Terms", "Effective Dates", "Brokers", "Use Of Proceeds", "Venues", "Liens", "Vesting", "Sanctions", "Litigations", "Solvency", "General", "Remedies", "Amendments", "Closings", "Consents", "Taxes", "Costs", "Entire Agreements", "Employment", "Fees"], "gold": ["Fees"]}
+{"input": "Payments of principal and payments of interest and any other charges under this Agreement, the Note or any other Loan Document are to be made by the Borrower to the Lender, in Dollars, in immediately available funds by 3:00 P.M. Eastern time on the date such payment is due. If any payment would otherwise be due on a day which is not a Business Day, then such payment shall be due on the next succeeding Business Day, and interest shall accrue up to but not including such Business Day. Interest shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed, from and including the first day hereof. All payments made by the Borrower hereunder, under the Note or under any other Loan Document for any reason will be made, in accordance with this Agreement, free and clear of and without deduction for, any set off, counterclaim or defenses. Except for notice and grace periods specifically provided for herein, presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. The receipt by the Lender of payments of interest or principal hereunder or any other sums due hereunder with knowledge on the part of the Lender of the existence of a default hereunder shall not be deemed a waiver of such default. No payment by the Borrower or receipt by the Lender of less than the full amount of interest, principal and/or the other sums due hereunder shall be deemed to be other than on account of all such interest, principal and other sums and (except as expressly set forth herein to the contrary) shall be applied as promptly as practicable against such interest, principal and/or other sums in such order as the Lender shall choose in its sole and absolute discretion.", "references": ["Confidentiality", "Erisa", "Applicable Laws", "Severability", "Costs", "Warranties", "Expenses", "Transactions With Affiliates", "Fees", "Definitions", "Intellectual Property", "Arbitration", "Tax Withholdings", "Further Assurances", "Qualifications", "Disclosures", "No Waivers", "Subsidiaries", "Participations", "Consent To Jurisdiction", "Notices", "Agreements", "Survival", "Venues", "Terminations", "Successors", "Withholdings", "Litigations", "Authorizations", "Interests", "Payments"], "gold": ["Payments"]}
+{"input": "All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent \u2019 s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.\u00a0\u00a0The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office.\u00a0\u00a0All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.\u00a0\u00a0If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Amendments", "Enforcements", "Warranties", "Disability", "Tax Withholdings", "Consent To Jurisdiction", "Transactions With Affiliates", "Specific Performance", "Authorizations", "Headings", "Representations", "Publicity", "Adjustments", "Titles", "Indemnifications", "Binding Effects", "Waivers", "No Waivers", "Closings", "Anti-Corruption Laws", "Insurances", "Assigns", "Applicable Laws", "Releases", "Terminations", "Agreements", "Integration", "Fees", "Survival", "Non-Disparagement", "General"], "gold": ["General"]}
+{"input": "(a) Except (x) (i) as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) as is not seeking damages in excess of $250,000 or injunctive relief and (iii) as would not reasonably be expected to prevent Sinclair, Tribune or any of their respective Affiliates from performing their obligations under this Agreement or otherwise impede, prevent or materially delay the transactions contemplated by this Agreement, or (y) as set forth on Section 3.14 of the Disclosure Schedules, there is no Proceeding pending or, to the Knowledge of the Selling Parties, threatened against Sinclair, Tribune or their respective Affiliates relating to the Business and (b) there is no Order against Sinclair, Tribune or their respective Affiliates relating to the Business.", "references": ["Arbitration", "Taxes", "Releases", "Brokers", "Consents", "Costs", "Records", "Payments", "Tax Withholdings", "No Conflicts", "Jurisdictions", "Enforceability", "Sales", "Amendments", "Erisa", "Waiver Of Jury Trials", "Specific Performance", "Successors", "Warranties", "Capitalization", "Approvals", "Assigns", "Closings", "Titles", "Intellectual Property", "Applicable Laws", "Base Salary", "Counterparts", "Interests", "Venues", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Company and each Subsidiary has (a)\u00a0timely filed or caused to be filed all Tax returns and reports required to have been filed, except to the extent that the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (b)\u00a0paid or caused to be paid all Taxes required to have been paid by it (including in its capacity as withholding agent), except (i)\u00a0any Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which the Company or such Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP or (ii)\u00a0to the extent that the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There is no current or proposed tax assessment, deficiency or other claim against the Company or any of the Subsidiaries that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.", "references": ["No Defaults", "Effective Dates", "Confidentiality", "Construction", "Submission To Jurisdiction", "Payments", "Closings", "General", "No Conflicts", "Tax Withholdings", "Change In Control", "Further Assurances", "Sales", "Organizations", "Publicity", "Indemnifications", "Records", "Employment", "Qualifications", "No Waivers", "Books", "Consents", "Withholdings", "Use Of Proceeds", "Compliance With Laws", "Miscellaneous", "Severability", "Disability", "Financial Statements", "Modifications", "Taxes"], "gold": ["Taxes"]}
+{"input": "The headings of this Agreement are not part of the provisions hereof and shall not have any force or effect.", "references": ["Assignments", "Survival", "Cooperation", "Remedies", "Waivers", "Litigations", "Applicable Laws", "Construction", "Transactions With Affiliates", "Compliance With Laws", "Positions", "Jurisdictions", "Costs", "Approvals", "Intellectual Property", "Existence", "Solvency", "Benefits", "Financial Statements", "Payments", "Terminations", "Liens", "Forfeitures", "Modifications", "Duties", "Governing Laws", "Arbitration", "Further Assurances", "Tax Withholdings", "Expenses", "Headings"], "gold": ["Headings"]}
+{"input": "Employee shall be entitled to receive Severance Compensation (\u201c Severance Compensation \u201d) if terminated by the Company without Cause, except in the case of termination due to death or Disability; provided , that any payment of Severance Compensation shall be conditioned upon Employee executing and delivering to the Company a release in form attached as Exhibit A hereto (the \u201c Release \u201d).", "references": ["Specific Performance", "Authorizations", "Assigns", "Cooperation", "No Conflicts", "Confidentiality", "Interests", "Survival", "Terms", "Successors", "Terminations", "Forfeitures", "Subsidiaries", "Assignments", "Intellectual Property", "Adjustments", "Use Of Proceeds", "Brokers", "Severability", "Liens", "Construction", "Qualifications", "Enforceability", "Organizations", "Vacations", "Closings", "Integration", "Publicity", "Disclosures", "Governing Laws", "Benefits"], "gold": ["Benefits"]}
+{"input": "Any provision of this Assignment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Waivers", "Venues", "Modifications", "Warranties", "Death", "Payments", "Releases", "Tax Withholdings", "Change In Control", "Amendments", "Benefits", "Liens", "Authority", "Representations", "Approvals", "Submission To Jurisdiction", "Effectiveness", "Consents", "Effective Dates", "Agreements", "Use Of Proceeds", "Non-Disparagement", "Specific Performance", "Assigns", "Fees", "Withholdings", "Integration", "Capitalization", "Arbitration", "Closings", "Severability"], "gold": ["Severability"]}
+{"input": "The term of this Agreement (the \u201c Term \u201d) begins on the Effective Date and will end, along with Executive\u2019s employment with the Company, on the earliest to occur of the following events.", "references": ["Employment", "Specific Performance", "Waiver Of Jury Trials", "Books", "Remedies", "Waivers", "No Defaults", "Notices", "Effective Dates", "Subsidiaries", "Modifications", "Assignments", "Existence", "Withholdings", "Titles", "Interests", "Venues", "Construction", "Death", "Base Salary", "Capitalization", "Fees", "Transactions With Affiliates", "No Waivers", "Erisa", "Further Assurances", "Positions", "Agreements", "Liens", "Costs", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflicts of laws or other principles which would seek to apply the laws of any other jurisdiction.", "references": ["Financial Statements", "Integration", "Specific Performance", "Authorizations", "Transactions With Affiliates", "Subsidiaries", "Interests", "Duties", "Base Salary", "Miscellaneous", "Releases", "Assignments", "Disability", "Liens", "Further Assurances", "Enforcements", "Vacations", "Expenses", "Severability", "Forfeitures", "Construction", "Counterparts", "Notices", "Vesting", "Change In Control", "Sanctions", "Capitalization", "Headings", "Entire Agreements", "Positions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The prov1s1ons of this Agreement and each other Credit Document are severable and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect or invalidate such provision in any other jurisdiction or any other provision of any of the Credit Documents in any jurisdiction.", "references": ["Financial Statements", "Submission To Jurisdiction", "Forfeitures", "Consents", "Defined Terms", "Powers", "Jurisdictions", "Non-Disparagement", "Confidentiality", "Remedies", "Cooperation", "Waivers", "Waiver Of Jury Trials", "Vesting", "Counterparts", "Subsidiaries", "Headings", "Duties", "Capitalization", "Costs", "Publicity", "Withholdings", "Assigns", "Applicable Laws", "Warranties", "Adjustments", "Approvals", "Successors", "Sanctions", "Brokers", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement will be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of law thereof which may require the application of the law of another jurisdiction.", "references": ["Approvals", "Specific Performance", "Use Of Proceeds", "Assignments", "Duties", "Qualifications", "Entire Agreements", "Erisa", "Participations", "Transactions With Affiliates", "Successors", "Counterparts", "Headings", "Insurances", "Integration", "Adjustments", "Survival", "Further Assurances", "Anti-Corruption Laws", "Submission To Jurisdiction", "Binding Effects", "Intellectual Property", "Positions", "Consents", "Disclosures", "Employment", "Tax Withholdings", "Organizations", "Interests", "Existence", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice required or permitted hereunder shall be given (a) with respect to the Company and each other Pledgor , at the address of the Company \u00a0 indicated in Schedule 10.02 of the Credit Agreement and (b ) with respect to the Administrative Agent or a Lender, at the Administrative Agent\u2019s address indicated in Schedule 10.02 of the Credit Agreement.\u00a0\u00a0All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section 10.02 of the Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder.", "references": ["Warranties", "Existence", "Disclosures", "Consents", "General", "Records", "Duties", "Confidentiality", "Anti-Corruption Laws", "Defined Terms", "Survival", "Approvals", "Subsidiaries", "Authorizations", "Use Of Proceeds", "Assigns", "Vesting", "Successors", "Modifications", "Powers", "Disability", "Expenses", "No Conflicts", "Assignments", "Insurances", "Forfeitures", "Effectiveness", "Headings", "Brokers", "Transactions With Affiliates", "Notices"], "gold": ["Notices"]}
+{"input": "To the best of Seller\u2019s actual knowledge the Property financial statements provided to Buyer as part of the Review Materials (i) are true and complete in all material respects and (ii) fairly present the income and expenses of the Property for the periods covered by such statements.", "references": ["Subsidiaries", "Organizations", "Miscellaneous", "Solvency", "Death", "Erisa", "Tax Withholdings", "Authority", "Applicable Laws", "Effective Dates", "No Conflicts", "Sales", "Entire Agreements", "Confidentiality", "Amendments", "Existence", "Base Salary", "Sanctions", "Effectiveness", "Indemnifications", "Withholdings", "Intellectual Property", "Disclosures", "Construction", "Taxes", "Use Of Proceeds", "Change In Control", "Assigns", "Counterparts", "Consents", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The effectiveness of this Agreement is subject to, and shall occur simultaneously with, the consummation of the Transaction at the Closing.\u00a0 If the Simplification Agreement is terminated in accordance with its terms without the occurrence of the Closing, this Agreement shall be void ab initio and be of no force or effect.", "references": ["Capitalization", "Disclosures", "No Defaults", "Withholdings", "Transactions With Affiliates", "Survival", "Terms", "Fees", "Interpretations", "Forfeitures", "Defined Terms", "Subsidiaries", "Closings", "Enforcements", "Non-Disparagement", "Interests", "Cooperation", "Confidentiality", "Records", "General", "Successors", "Solvency", "Assigns", "Applicable Laws", "Governing Laws", "No Conflicts", "Integration", "Costs", "Disability", "Employment", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may elect to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Board, a Participant may satisfy the tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however , except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company\u2019s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), except that, to the extent that the Company is able to retain shares of Common Stock having a Fair Market Value that exceeds the statutory minimum applicable withholding tax without financial accounting implications or the Company is withholding in a jurisdiction that does not have a statutory minimum withholding tax, the Company may retain such number of shares of Common Stock (up to the number of shares having a Fair Market Value equal to the maximum individual statutory rate of tax) as the Company shall determine in its sole discretion to satisfy the tax liability associated with any Award. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.", "references": ["Defined Terms", "Governing Laws", "Effectiveness", "Agreements", "Liens", "Waiver Of Jury Trials", "Indemnifications", "Miscellaneous", "Vacations", "Transactions With Affiliates", "Arbitration", "Submission To Jurisdiction", "Insurances", "Closings", "No Conflicts", "Notices", "Anti-Corruption Laws", "Tax Withholdings", "Survival", "Construction", "Forfeitures", "Books", "Solvency", "Amendments", "Enforceability", "Disclosures", "Definitions", "Warranties", "Waivers", "Approvals", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section\u00a0414(p)(1)(B)).", "references": ["Construction", "Successors", "Assigns", "Interests", "Effectiveness", "Sales", "Releases", "Vacations", "Liens", "Waiver Of Jury Trials", "Payments", "Non-Disparagement", "Amendments", "Authority", "Consents", "Counterparts", "Integration", "General", "Approvals", "Positions", "Representations", "Entire Agreements", "Governing Laws", "Organizations", "Headings", "Modifications", "Insurances", "Solvency", "Forfeitures", "Tax Withholdings", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Lease shall only become effective and binding upon full execution hereof by Landlord and delivery of a signed copy to Tenant.\u00a0 This Lease may be executed in one or more counterparts, and each of which, so executed, shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.\u00a0 This Lease may be executed in so-called \u201cpdf\u201d format and each party has the right to rely upon a pdf counterpart of this Lease signed by the other party to the same extent as if such party had received an original counterpart.", "references": ["Payments", "Interests", "Organizations", "No Waivers", "Expenses", "Warranties", "Subsidiaries", "Consent To Jurisdiction", "Qualifications", "Waiver Of Jury Trials", "Intellectual Property", "Compliance With Laws", "Submission To Jurisdiction", "Agreements", "Disclosures", "Non-Disparagement", "Enforceability", "Closings", "Taxes", "Indemnifications", "Insurances", "Jurisdictions", "Binding Effects", "Assignments", "Representations", "General", "Modifications", "Amendments", "Arbitration", "Construction", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Supplier has no knowledge of the existence of any patent, trademark, trade secret, know-how or other Intellectual Property Right owned or controlled by a third party that would prevent Verrica from purchasing, holding and using Material or marketing, selling, and distributing Products in the United States or any other country, jurisdiction or territory in the world .\u00a0\u00a0The Material and the technology used to M anufacture the Material will not infringe, misappropriate, dilute or violate valid patent rights of third parties.", "references": ["Authorizations", "Releases", "Arbitration", "Sales", "Binding Effects", "Powers", "Existence", "Withholdings", "Duties", "Miscellaneous", "Waiver Of Jury Trials", "Tax Withholdings", "Benefits", "Death", "Brokers", "Subsidiaries", "Confidentiality", "Qualifications", "Cooperation", "Vesting", "Interests", "Insurances", "Solvency", "Entire Agreements", "Consent To Jurisdiction", "Effective Dates", "Definitions", "Authority", "No Waivers", "Change In Control", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Agreement may be executed in counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument.", "references": ["Notices", "Representations", "Taxes", "Jurisdictions", "Remedies", "Titles", "Integration", "No Conflicts", "Insurances", "Duties", "Consents", "Positions", "Litigations", "Waivers", "Records", "Powers", "Interpretations", "Defined Terms", "Assigns", "Agreements", "Interests", "Specific Performance", "Terms", "Financial Statements", "No Defaults", "Death", "Existence", "Approvals", "Books", "Intellectual Property", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Executive acknowledges and agrees that: (a) the purpose of the foregoing covenants, including without limitation the noncompetition covenants of Sections 4 and 5, is to protect the goodwill, trade secrets and other Confidential Information of the Company; (b) because of the nature of the business in which the Cardinal Group is engaged and because of the nature of the Confidential Information to which Executive has access, the Company would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the Cardinal Group in the event Executive breached any of the covenants of this Agreement; and (c) remedies at law (such as monetary damages) for any breach of Executive's obligations under this Agreement would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under this Agreement or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any of the covenants contained in this Agreement are finally held by a court to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining covenants shall not be affected thereby; provided , however , that if any of such covenants is finally held by a court to be invalid, illegal or unenforceable because it exceeds the maximum scope or duration determined to be acceptable to permit such provision to be enforceable, such covenant will be deemed to be modified to the minimum extent necessary to modify such scope or duration in order to make such provision enforceable hereunder.", "references": ["Vacations", "Powers", "Further Assurances", "Books", "Death", "Consent To Jurisdiction", "Anti-Corruption Laws", "Cooperation", "Consents", "No Waivers", "Qualifications", "Disclosures", "Terms", "Transactions With Affiliates", "Erisa", "Titles", "Base Salary", "Confidentiality", "Positions", "Enforceability", "Intellectual Property", "Venues", "Arbitration", "Counterparts", "Indemnity", "Entire Agreements", "Construction", "Vesting", "Defined Terms", "Assignments", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "All questions arising with respect to the Plan and any Plan Agreement executed hereunder shall be determined by reference to the laws of the State of Oklahoma in effect at the time of their adopting and execution, respectively.", "references": ["Taxes", "Effectiveness", "Effective Dates", "Terminations", "Authorizations", "Compliance With Laws", "Payments", "Litigations", "Enforceability", "No Conflicts", "Agreements", "No Waivers", "Change In Control", "Tax Withholdings", "General", "Applicable Laws", "Death", "Titles", "Submission To Jurisdiction", "Anti-Corruption Laws", "Survival", "Intellectual Property", "Definitions", "Counterparts", "Withholdings", "Existence", "Organizations", "Interpretations", "Binding Effects", "Subsidiaries", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Tenant represents and warrants that no broker or agent has represented Tenant in connection with this Sixteenth Modification, other than Jones Lang LaSalle Brokerage, Inc. (\u201c JLL \u201d), whose commission shall be paid by Landlord in accordance with a separate agreement between Landlord and JLL. Each party shall indemnify and defend the other party against any Claims for real estate commissions or fees in connection with this Sixteenth Modification made by any party claiming through the indemnifying party (except that Landlord shall be responsible for paying the commission becoming due to JLL as provided in the preceding sentence). The foregoing indemnification obligation of each indemnifying party shall include indemnification of any affiliates or subsidiaries of the foregoing, and all of their respective officers, directors, employees, shareholders, members, partners, agents and contractors (and, in the case of Landlord as the indemnified party, shall include Landlord\u2019s mortgagees and the manager of the Office Building).", "references": ["Intellectual Property", "Enforcements", "Qualifications", "Modifications", "Confidentiality", "Erisa", "Consent To Jurisdiction", "Death", "Subsidiaries", "Solvency", "Specific Performance", "Withholdings", "Remedies", "Authority", "Use Of Proceeds", "Assigns", "Capitalization", "Existence", "Venues", "Adjustments", "Successors", "Fees", "Sanctions", "Applicable Laws", "Jurisdictions", "Approvals", "Counterparts", "Survival", "Indemnifications", "Further Assurances", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement. This Agreement may be executed by signatures delivered by facsimile or electronic mail, each of which shall be fully binding on the signing party.", "references": ["Assignments", "Notices", "Transactions With Affiliates", "Jurisdictions", "Effective Dates", "Non-Disparagement", "Indemnity", "Capitalization", "Records", "Amendments", "Payments", "Litigations", "Death", "Severability", "Enforceability", "Governing Laws", "Sanctions", "Existence", "Waiver Of Jury Trials", "Interpretations", "Authority", "Successors", "Warranties", "Specific Performance", "Approvals", "Sales", "Vacations", "Indemnifications", "Tax Withholdings", "Remedies", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "REIT ACKNOWLEDGES AND AGREES THAT THIS GUARANTY AND THE OBLIGATIONS OF REIT HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.", "references": ["Tax Withholdings", "Costs", "Use Of Proceeds", "Vesting", "Compliance With Laws", "Assigns", "Agreements", "Effectiveness", "Headings", "Successors", "Sanctions", "Participations", "Adjustments", "Organizations", "Change In Control", "Fees", "Subsidiaries", "Existence", "No Waivers", "Defined Terms", "Payments", "Indemnity", "Interpretations", "Indemnifications", "Confidentiality", "Employment", "Further Assurances", "Solvency", "Assignments", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the Parent.", "references": ["Construction", "Titles", "Indemnifications", "Brokers", "Headings", "Disability", "Powers", "Modifications", "Withholdings", "Use Of Proceeds", "Enforcements", "Solvency", "Intellectual Property", "Interests", "Death", "Cooperation", "Expenses", "Liens", "Subsidiaries", "Taxes", "Submission To Jurisdiction", "Specific Performance", "Fees", "Releases", "Books", "Erisa", "Vacations", "Disclosures", "Benefits", "Approvals", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement.", "references": ["Consent To Jurisdiction", "Participations", "Counterparts", "Submission To Jurisdiction", "Warranties", "General", "Non-Disparagement", "Liens", "Survival", "Venues", "Insurances", "Withholdings", "Tax Withholdings", "Payments", "Governing Laws", "Qualifications", "Assignments", "Jurisdictions", "Notices", "Authority", "Taxes", "Duties", "Compliance With Laws", "Employment", "Arbitration", "Change In Control", "Publicity", "Books", "Vesting", "Releases", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Pursuant to Section 2.1(a)(x) , the Seller assigns to the Purchaser all of its right, title and interest in, to and under the Purchase Agreement. Such assigned right, title and interest includes the benefit of the representations and warranties of Carvana made to the Seller pursuant to Section 3.1(b) of the Purchase Agreement. As of the Closing Date, the Seller hereby represents and warrants to the Purchaser that the Seller has neither taken, nor caused, instructed or authorized to be taken, any action which would cause such representations and warranties of Carvana to be false or incorrect in any material respect as of the Closing Date. The Seller further acknowledges that the Purchaser and the Permitted Assigns rely on the representations and warranties of the Seller under this Agreement and of Carvana under the Purchase Agreement in, as applicable, accepting the Transferred Contracts and executing and delivering the Loan and Security Agreement and the Certificates or consummating the other transactions contemplated by the Transaction Documents.", "references": ["Organizations", "Enforceability", "Death", "Approvals", "Remedies", "Disability", "Assigns", "Change In Control", "Arbitration", "Defined Terms", "Records", "Liens", "Use Of Proceeds", "Taxes", "Sales", "Consent To Jurisdiction", "Costs", "Specific Performance", "Forfeitures", "Warranties", "No Waivers", "Brokers", "Withholdings", "Waiver Of Jury Trials", "Litigations", "No Defaults", "Agreements", "Counterparts", "Fees", "Payments", "Representations"], "gold": ["Representations"]}
+{"input": "Except as disclosed in the SEC Documents or on Schedule 3.1(b)(xii) , as of the date hereof, none of the officers, directors or employees of the Company or any other Subject Company is a party to any transaction with the Company or any other Subject Company (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any other Subject Company, any corporation, partnership, trust or other entity in which any such officer, director or employee has a substantial interest or is an officer, director, trustee or partner.", "references": ["Miscellaneous", "Vesting", "Authorizations", "Capitalization", "Subsidiaries", "Expenses", "Indemnifications", "Successors", "Litigations", "Representations", "Employment", "Liens", "Warranties", "Enforcements", "Notices", "Confidentiality", "Organizations", "Taxes", "Compliance With Laws", "Costs", "No Conflicts", "Arbitration", "Further Assurances", "Interests", "Defined Terms", "Binding Effects", "Publicity", "Positions", "Financial Statements", "Assigns", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The representations and warranties of the Seller contained herein and in the other Seller Basic Documents shall be true and correct on the Closing Date with the same effect as if made on the Closing Date (except that certain representations and warranties are made as of the Cutoff Date), and the Seller shall have performed all obligations to be performed by it hereunder and under the other Seller Basic Documents on or before the Closing Date.", "references": ["Warranties", "Duties", "Confidentiality", "Sales", "Vesting", "Agreements", "Submission To Jurisdiction", "Indemnity", "Non-Disparagement", "Costs", "Effective Dates", "Arbitration", "Terms", "Definitions", "Powers", "Venues", "Remedies", "Waivers", "Adjustments", "Defined Terms", "Effectiveness", "Terminations", "Consent To Jurisdiction", "Assignments", "Releases", "Expenses", "Waiver Of Jury Trials", "Specific Performance", "No Waivers", "No Conflicts", "Representations"], "gold": ["Representations"]}
+{"input": "For a period of 12 months following the date of termination, (i) Executive will on a monthly basis receive reimbursement of the full premium amount (less withholding taxes) charged under the Consolidated Omnibus Budget Reconciliation Act for continuation of Executive's group health insurance in effect as of the date of termination and (ii) Executive will have the right, on the same basis as other employees of the Company, to participate in and to receive benefits under any Company group medical, dental, life, disability or other group insurance plans, as well as under the Company's, educational assistance and other benefit plans and policies, to the extent such rights are available, or can be secured on commercially reasonable terms, under such plans and policies.", "references": ["Consents", "Expenses", "Sales", "Construction", "Disability", "Change In Control", "Books", "Qualifications", "Integration", "Assignments", "Indemnifications", "Representations", "Publicity", "Authority", "Modifications", "Participations", "Effectiveness", "Vacations", "Subsidiaries", "Binding Effects", "Applicable Laws", "Submission To Jurisdiction", "Confidentiality", "Organizations", "Taxes", "Severability", "Withholdings", "Jurisdictions", "Terminations", "Capitalization", "Benefits"], "gold": ["Benefits"]}
+{"input": "The number of RSUs awarded is subject to adjustment as provided in Section 8 of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Corporation and the Participant. This Award shall be administered in accordance with, and is subject to, any recoupment policies and provisions prescribed by the Plan; including but not limited to Section 7.07 thereof and all clawback and recoupment policies or provisions required by law from time to time. In its sole discretion, the Committee shall have the authority to amend, waive or apply the terms of any clawback or recoupment policies or provisions, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee.", "references": ["Liens", "Agreements", "Anti-Corruption Laws", "Qualifications", "Representations", "Non-Disparagement", "No Waivers", "Brokers", "Cooperation", "Severability", "Base Salary", "Disclosures", "Existence", "Terminations", "Sales", "Indemnity", "Financial Statements", "Titles", "Litigations", "General", "Submission To Jurisdiction", "Assignments", "Modifications", "Waivers", "Benefits", "Capitalization", "Indemnifications", "Tax Withholdings", "Vesting", "Specific Performance", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "This plan shall be known as the Nordstrom Directors Deferred Compensation Plan, and any reference in this instrument to the Plan shall include the plan as described herein and as amended from time to time.", "references": ["Indemnity", "Records", "Expenses", "Taxes", "Construction", "Miscellaneous", "Death", "Warranties", "Change In Control", "Interests", "Anti-Corruption Laws", "Defined Terms", "Terms", "Consents", "Vesting", "Non-Disparagement", "Effective Dates", "Capitalization", "Severability", "Financial Statements", "Interpretations", "Entire Agreements", "Indemnifications", "Jurisdictions", "Amendments", "Duties", "Agreements", "Headings", "Waiver Of Jury Trials", "Disclosures", "Titles"], "gold": ["Titles"]}
+{"input": "Each Party agrees that the other Parties would suffer irreparable damage in the event that any of the covenants or agreements set forth in this Agreement, in any other document contemplated hereby, or in any certificate delivered hereunder or thereunder, were not performed in accordance with the terms of this Agreement or were otherwise breached and money damages or other legal remedies would not be an adequate remedy for any such damage. Accordingly, the Parties acknowledge and hereby agree that, at any time prior to the termination of this Agreement, in the event of any breach or threatened breach of this Agreement, the Parties shall be entitled to an injunction or injunctions to prevent or restrain any such breaches or threatened breaches and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations set forth in this Agreement, in addition to any other remedy to which a Party may be entitled at law or in equity (including the Sellers\u2019 Representative\u2019s or Purchaser\u2019s right to terminate this Agreement if and as permitted pursuant to Section 9.1 and to seek money damages if and as permitted by Section 9.2 ). Each Party hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by such Party. Each Party hereby waives (a) the defense that a remedy at law would be adequate and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. In the event that any Party prevails against another Party in any Action commenced to specifically enforce the terms of this Agreement pursuant to this Section 11.9 , all reasonable out-of-pocket fees, costs and expenses, including reasonable attorneys\u2019 fees and court costs, incurred by the such prevailing Party in such Action shall be reimbursed by the non-prevailing Parties.", "references": ["Binding Effects", "Confidentiality", "Authority", "Warranties", "Transactions With Affiliates", "Qualifications", "Adjustments", "Fees", "Withholdings", "Sanctions", "Intellectual Property", "Benefits", "Tax Withholdings", "Survival", "Positions", "Closings", "Liens", "Organizations", "Counterparts", "Titles", "Compliance With Laws", "Litigations", "Use Of Proceeds", "Expenses", "Enforcements", "Terms", "Applicable Laws", "No Conflicts", "Governing Laws", "Subsidiaries", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT (OR THE AGREEMENT AS AMENDED HEREBY), AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST ANY AGENT OR ANY PURCHASER OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT (OR THE AGREEMENT AS AMENDED HEREBY) SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.", "references": ["Authorizations", "Amendments", "Change In Control", "Liens", "Miscellaneous", "Intellectual Property", "Enforcements", "Litigations", "Vacations", "Titles", "Indemnity", "Compliance With Laws", "Authority", "Survival", "Entire Agreements", "Arbitration", "Brokers", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Successors", "Powers", "Assigns", "Sanctions", "Modifications", "Interests", "Participations", "Defined Terms", "Counterparts", "Taxes", "Binding Effects", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Separation Agreement, along with the Employment Agreement and the Equity Documents (as modified herein), constitutes the entire agreement between you and the Company regarding the subject matter hereof and supersedes any previous agreements or understandings between you and the Company; provided that you acknowledge and accept that your resignation is not a termination event that entitles you to severance benefits or equity acceleration under the terms of the Employment Agreement.", "references": ["Interpretations", "Warranties", "Consents", "Death", "Further Assurances", "Anti-Corruption Laws", "Costs", "Publicity", "Records", "Adjustments", "Organizations", "Qualifications", "Fees", "Use Of Proceeds", "Confidentiality", "Insurances", "Modifications", "Specific Performance", "Miscellaneous", "Brokers", "Governing Laws", "Sanctions", "Interests", "Waivers", "Intellectual Property", "Severability", "No Waivers", "Litigations", "Jurisdictions", "Employment", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "So far as concerns the obligations of Lessee, all authorizations, consents, registrations and notifications required in connection with the entry into, performance, validity and enforceability of, this Lease and the transactions contemplated by this Lease, have been (or shall on or before the Delivery Date have been) obtained or effected (as appropriate) and are (or shall on their being obtained or effected be) in full force and effect.", "references": ["Construction", "Capitalization", "Positions", "Interpretations", "Notices", "Disability", "Survival", "Terms", "Payments", "Closings", "Effective Dates", "Binding Effects", "Representations", "Entire Agreements", "Further Assurances", "Waivers", "Governing Laws", "Arbitration", "Releases", "Withholdings", "Existence", "Death", "Litigations", "Titles", "Intellectual Property", "Benefits", "Costs", "Agreements", "Assigns", "Warranties", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,575,000 of Shares and Warrants. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur electronically.", "references": ["Sales", "Survival", "Notices", "Warranties", "Base Salary", "Duties", "Sanctions", "Modifications", "Tax Withholdings", "Fees", "Organizations", "Interpretations", "Indemnity", "Adjustments", "Subsidiaries", "Disclosures", "Counterparts", "Non-Disparagement", "Consent To Jurisdiction", "Cooperation", "Assigns", "Miscellaneous", "Assignments", "Authority", "Further Assurances", "Forfeitures", "Use Of Proceeds", "Expenses", "Amendments", "Enforcements", "Closings"], "gold": ["Closings"]}
+{"input": "The Borrower and its Subsidiaries have filed or caused to be filed all federal, state and material other Tax returns and reports required to be filed, and have paid or caused to be paid all federal, state and material Taxes due and payable, except (i)\u00a0those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or (ii)\u00a0to the extent that the failure to so file or pay would not reasonably be expected to result in a Material Adverse Effect. There is no proposed Tax assessment against either Borrower or any Subsidiary that would, individually or in the aggregate, have a Material Adverse Effect.", "references": ["Brokers", "Representations", "Successors", "Modifications", "Indemnity", "Records", "Participations", "Disability", "Fees", "Defined Terms", "Approvals", "Confidentiality", "No Conflicts", "Entire Agreements", "Closings", "Base Salary", "Insurances", "Indemnifications", "Authority", "Submission To Jurisdiction", "Vesting", "No Defaults", "Positions", "Sales", "Effectiveness", "Use Of Proceeds", "Anti-Corruption Laws", "Interests", "Employment", "Publicity", "Taxes"], "gold": ["Taxes"]}
+{"input": "Employee agrees to indemnify and hold harmless the Company from and against any and all loss, taxes, costs, damages, or expenses, incurred by the Company arising out of Employee\u2019s breach of this Agreement or the Consulting Agreement, any tax obligations of the Employee that were uncollected from Employee and paid by the Company on Employee\u2019s behalf or for Employee\u2019s benefit or due to Employee\u2019s failure to pay, or from any false representation made herein by Employee.", "references": ["Vesting", "Authority", "Specific Performance", "Interests", "Terms", "Warranties", "Powers", "Benefits", "Solvency", "Indemnity", "Anti-Corruption Laws", "Definitions", "Cooperation", "Forfeitures", "Entire Agreements", "Terminations", "Severability", "Litigations", "Capitalization", "Assignments", "Binding Effects", "No Waivers", "Authorizations", "Brokers", "Change In Control", "Publicity", "Interpretations", "Effectiveness", "Consent To Jurisdiction", "Applicable Laws", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "None of the Borrowers has any Subsidiaries on the date hereof, reference in this Agreement to Subsidiaries of the Borrowers shall be deemed inapplicable until such time as the creation of such Subsidiaries or such Subsidiaries shall in fact come into existence in accordance with the terms hereof.", "references": ["Specific Performance", "Enforcements", "Duties", "Participations", "Confidentiality", "Counterparts", "Costs", "Expenses", "Vacations", "Non-Disparagement", "Defined Terms", "Consent To Jurisdiction", "Remedies", "Warranties", "Entire Agreements", "Miscellaneous", "Anti-Corruption Laws", "Payments", "Releases", "Positions", "Modifications", "Terminations", "Tax Withholdings", "Notices", "Jurisdictions", "Binding Effects", "Assignments", "Survival", "Waiver Of Jury Trials", "Base Salary", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Amendment, and all matters relating hereto or arising herefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section\u00a05-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the laws of the State of New York.", "references": ["Interpretations", "Disability", "Anti-Corruption Laws", "Adjustments", "Survival", "Successors", "Closings", "Brokers", "Assigns", "Miscellaneous", "Waiver Of Jury Trials", "Intellectual Property", "Tax Withholdings", "Liens", "Participations", "Effective Dates", "Consents", "Indemnity", "Headings", "Costs", "Submission To Jurisdiction", "Erisa", "Modifications", "Waivers", "Remedies", "No Defaults", "Enforceability", "Expenses", "Subsidiaries", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 55 Merchant Street, Suite 1500, Honolulu, Hawaii 96813 and, if to any Holder, at such Holder\u2019s address as set forth in the Company\u2019s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1 .", "references": ["Fees", "Assignments", "Indemnifications", "Specific Performance", "Arbitration", "Non-Disparagement", "Counterparts", "Submission To Jurisdiction", "Modifications", "Litigations", "Expenses", "Effective Dates", "Authority", "Publicity", "Existence", "Employment", "Brokers", "Disability", "Vacations", "Powers", "Definitions", "Indemnity", "No Conflicts", "Base Salary", "Venues", "Governing Laws", "Terms", "Forfeitures", "Interests", "Consents", "Notices"], "gold": ["Notices"]}
+{"input": "Any Purchaser may, in the ordinary course of its business at any time sell to one or more Persons (each, a \u201c Participant \u201d), participating interests in its Purchaser Interests or any other interest of such Purchaser hereunder.\u00a0 Notwithstanding any such sale by such a Purchaser of a participating interest to a Participant, such Purchaser\u2019s rights and obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance of its obligations hereunder, and Seller, the Agents Administrative Agent and the other Purchasers shall continue to deal solely and directly with such Purchaser in connection with such Purchaser\u2019s rights and obligations under this Agreement.\u00a0 Each Purchaser agrees that any agreement between such Purchaser and any such Participant in respect of such participating interest shall not restrict such Purchaser\u2019s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section\u00a014.l(b)(i).", "references": ["Successors", "Approvals", "Transactions With Affiliates", "Authority", "Arbitration", "Representations", "Withholdings", "Enforcements", "Effectiveness", "Notices", "Tax Withholdings", "Anti-Corruption Laws", "Financial Statements", "Compliance With Laws", "Releases", "Jurisdictions", "Survival", "Miscellaneous", "Non-Disparagement", "Employment", "Death", "Benefits", "Liens", "Terms", "Indemnity", "Records", "Waivers", "Cooperation", "Costs", "Enforceability", "Participations"], "gold": ["Participations"]}
+{"input": "If an optionee dies while in the employ of the Company or a Subsidiary, or while serving as a director or advisor of the Company or a Subsidiary, and shall not have fully exercised Options granted pursuant to the Plan, such Options may be exercised in whole or in part at any time within one (1) year after the optionee\u2019s death, by the executors or administrators of the optionee\u2019s estate or by any person or persons who shall have acquired the Options directly from the optionee by bequest or inheritance, but only to the extent that the optionee was entitled to exercise such Option at the date of such optionee\u2019s death, subject to the condition that no Option shall be exercisable after the expiration of ten (10) years from the date it is granted.", "references": ["Indemnity", "Capitalization", "Erisa", "Entire Agreements", "Use Of Proceeds", "Subsidiaries", "Records", "Compliance With Laws", "Consent To Jurisdiction", "Cooperation", "Consents", "Litigations", "Adjustments", "Waivers", "Financial Statements", "Intellectual Property", "Construction", "Tax Withholdings", "Waiver Of Jury Trials", "Integration", "Benefits", "Transactions With Affiliates", "Remedies", "Enforceability", "Powers", "Organizations", "Liens", "Books", "Qualifications", "Existence", "Death"], "gold": ["Death"]}
+{"input": "The provisions of this Release are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.", "references": ["Construction", "Approvals", "Enforceability", "Governing Laws", "Authorizations", "Further Assurances", "Positions", "Participations", "Non-Disparagement", "Successors", "Integration", "Payments", "Use Of Proceeds", "No Waivers", "Headings", "Forfeitures", "Consents", "Liens", "Releases", "Powers", "Change In Control", "Assigns", "Intellectual Property", "General", "Vacations", "Indemnity", "Terminations", "Disclosures", "Venues", "Specific Performance", "Severability"], "gold": ["Severability"]}
+{"input": "If any term or provision of this Agreement shall to any extent be finally determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the agreement shall be valid and enforced to the fullest extent permitted by law, provided that as so enforced, each of the parties receives substantially all of the benefits contemplated hereby.", "references": ["Books", "Liens", "Terms", "Use Of Proceeds", "Effectiveness", "Existence", "Notices", "Cooperation", "Death", "Approvals", "Brokers", "Terminations", "Subsidiaries", "Effective Dates", "Agreements", "Sanctions", "No Defaults", "Construction", "Qualifications", "Enforceability", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Successors", "Indemnifications", "Survival", "Defined Terms", "Modifications", "Costs", "Organizations", "Withholdings", "Severability"], "gold": ["Severability"]}
+{"input": "No provision of this Agreement may be waived except by a written instrument signed by the Party against whom the waiver is to be effective. Any agreement on the part of a Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such Party. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law.", "references": ["Construction", "Miscellaneous", "Non-Disparagement", "Submission To Jurisdiction", "Warranties", "Death", "Authority", "Waiver Of Jury Trials", "Enforceability", "Interpretations", "Interests", "Authorizations", "Successors", "Representations", "Releases", "Severability", "Qualifications", "Insurances", "Benefits", "Adjustments", "Terminations", "Defined Terms", "Employment", "Vacations", "General", "Effectiveness", "Withholdings", "Indemnifications", "Solvency", "Publicity", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Mortgage and the other Loan Documents embody the entire agreement and understanding between Mortgagee and Mortgagor relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties with respect to the Mortgaged Property.", "references": ["Enforceability", "Use Of Proceeds", "Death", "Defined Terms", "Organizations", "Indemnity", "General", "Amendments", "Solvency", "Assigns", "Subsidiaries", "Authority", "Integration", "Transactions With Affiliates", "No Waivers", "Litigations", "Applicable Laws", "Vesting", "Disclosures", "Survival", "Assignments", "Effectiveness", "Records", "Jurisdictions", "Existence", "Benefits", "Cooperation", "Consent To Jurisdiction", "Notices", "Effective Dates", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction where the character of its property or its business activities makes such qualification necessary and is material to the conduct of its business; and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted; provided that the foregoing shall not prohibit (i) any sales of property, merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.05 or (ii)\u00a0the withdrawal by any Loan Party or Subsidiary of its qualification as a foreign corporation in any jurisdiction where such qualification is not necessary due to the reduced character of its property or its business in any such jurisdiction, or (iii)\u00a0the abandonment by any Loan Party of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such Person reasonably determines are not useful to its business or no longer commercially desirable. Notwithstanding anything in this Agreement to the contrary, the Loan Parties represent and agree that General Aluminum Forgings, LLC, an Ohio limited liability company, SIFCO Custom Machining Company, a Minnesota corporation, and SIFCO Turbine Component Services LLC, an Ohio limited liability company, do not, and will not, own any assets at any time and each will be dissolved within 30 days of the finalization of all open accounts and claims that are currently pending in respect to each such Dormant Subsidiary, that T & W does not, and will not, own any assets at any time other than as described in Section 3.15 of the Disclosure Certificate, and that no Loan Party nor any Subsidiary will transfer any assets to, or make any loan or other advance to, or make any investment in, any of General Aluminum Forgings, LLC, an Ohio limited liability company, SIFCO Custom Machining Company, a Minnesota corporation, SIFCO Turbine Component Services LLC, an Ohio limited liability company, and T & W.", "references": ["Consent To Jurisdiction", "Qualifications", "Books", "Base Salary", "Effective Dates", "Compliance With Laws", "Releases", "Participations", "Terminations", "Capitalization", "Waiver Of Jury Trials", "Representations", "Terms", "Records", "Governing Laws", "Authorizations", "Miscellaneous", "Successors", "Further Assurances", "Positions", "Counterparts", "Expenses", "Submission To Jurisdiction", "Sales", "No Defaults", "Venues", "Remedies", "Use Of Proceeds", "Approvals", "Headings", "Existence"], "gold": ["Existence"]}
+{"input": "To the extent required by law, the Company or the Manager shall withhold or cause to be withheld income and other taxes incurred by the Recipient by reason of a grant of Shares, and the Recipient agrees that he or she shall, upon the request of the Company or the Manager, pay to the Company or to the Manager an amount sufficient to satisfy his or her tax withholding obligations from time to time (including as Shares become vested).", "references": ["Agreements", "Capitalization", "Organizations", "Submission To Jurisdiction", "Approvals", "Disability", "Miscellaneous", "Notices", "Representations", "Counterparts", "Arbitration", "Insurances", "Survival", "Intellectual Property", "Titles", "Confidentiality", "Interpretations", "Transactions With Affiliates", "Successors", "Releases", "Subsidiaries", "Vesting", "Defined Terms", "General", "Solvency", "Indemnifications", "Forfeitures", "Effectiveness", "No Defaults", "Indemnity", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Except for Sandler O\u2019Neill & Partners, L.P., neither the Company nor any of its Subsidiaries nor any of their respective officers, directors, employees or agents has utilized any broker, finder, placement agent or financial advisor or incurred any liability for any fees or commissions in connection with any of the Transactions.", "references": ["Arbitration", "Non-Disparagement", "General", "Headings", "Tax Withholdings", "Waivers", "Vacations", "Payments", "Further Assurances", "Specific Performance", "Construction", "Capitalization", "Authority", "Assigns", "Anti-Corruption Laws", "Disability", "Withholdings", "Indemnity", "Releases", "Governing Laws", "Terms", "Litigations", "Records", "Interpretations", "Sales", "Death", "Subsidiaries", "Participations", "Agreements", "Warranties", "Brokers"], "gold": ["Brokers"]}
+{"input": "The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company and the Investor with respect to the matters covered herein and therein and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.", "references": ["Applicable Laws", "Base Salary", "Submission To Jurisdiction", "Further Assurances", "Construction", "Financial Statements", "Terms", "Warranties", "Authority", "General", "Taxes", "Notices", "Anti-Corruption Laws", "Litigations", "Cooperation", "Defined Terms", "Organizations", "Effective Dates", "Costs", "No Conflicts", "Adjustments", "Representations", "Disability", "Books", "Existence", "Benefits", "Payments", "Employment", "Vesting", "Tax Withholdings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.\u00a0 If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a)\u00a0a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b)\u00a0the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.", "references": ["Cooperation", "Fees", "Non-Disparagement", "Benefits", "Consent To Jurisdiction", "Sanctions", "Liens", "Terminations", "Vacations", "Powers", "Base Salary", "Authorizations", "Applicable Laws", "Amendments", "Entire Agreements", "Use Of Proceeds", "Arbitration", "General", "Waivers", "Insurances", "Remedies", "Withholdings", "No Defaults", "Adjustments", "Survival", "Tax Withholdings", "Records", "Counterparts", "Employment", "Representations", "Severability"], "gold": ["Severability"]}
+{"input": "All deliveries of Shares pursuant to the Award shall be subject to withholding of all applicable taxes.\u00a0 The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs, and Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the delivery date of any Shares in connection with the Award.\u00a0 As permitted by the Committee from time to time, such withholding obligation may be satisfied at the election of the Participant: (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns, or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan.", "references": ["Organizations", "Governing Laws", "Consent To Jurisdiction", "Terminations", "Construction", "Vacations", "Interests", "Assignments", "Records", "Sales", "Publicity", "Insurances", "Closings", "Specific Performance", "Cooperation", "Forfeitures", "Enforceability", "Disability", "Severability", "Transactions With Affiliates", "Releases", "Non-Disparagement", "Consents", "Definitions", "Interpretations", "Qualifications", "Powers", "Modifications", "Notices", "No Defaults", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "THE PARTIES EACH WAIVE, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.", "references": ["Existence", "Vesting", "Closings", "Amendments", "Withholdings", "Enforcements", "Defined Terms", "Use Of Proceeds", "Books", "Cooperation", "Notices", "Interests", "Erisa", "No Defaults", "Counterparts", "Financial Statements", "Change In Control", "Disclosures", "Jurisdictions", "Effective Dates", "Terms", "Benefits", "Construction", "Successors", "Publicity", "Participations", "Indemnity", "Employment", "Survival", "Litigations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Party shall use commercially reasonable efforts to cooperate reasonably with the other Parties in all matters relating to the provision and receipt of the Services and to minimize the expense, distraction and disturbance to each Party.", "references": ["Intellectual Property", "Enforceability", "Taxes", "Survival", "Successors", "Vesting", "Counterparts", "Withholdings", "Effectiveness", "Modifications", "Duties", "Applicable Laws", "Assigns", "Agreements", "Severability", "Jurisdictions", "Forfeitures", "Erisa", "Amendments", "Assignments", "Indemnity", "Definitions", "Sales", "Indemnifications", "Publicity", "No Waivers", "Expenses", "Closings", "Governing Laws", "Benefits", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "If an\u00a0 Event of Default\u00a0 shall have occurred and be continuing, the Secured Party may, without notice to or demand upon the Grantor , have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the NYUCC or of any jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral , and for that purpose the Secured Party may, so far as the Grantor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom.\u00a0The Secured Party may in its reasonable discretion require the Grantor to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Grantor \u2019 principal office(s) or at such other locations that is reasonably convenient to both parties.\u00a0Unless the Collateral is perishable or\u00a0threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Grantor at least ten Business Days \u2019 prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made.\u00a0 Grantor hereby acknowledges that ten (10)\u00a0 Business Days \u2019 prior written notice of such sale or sales shall be reasonable notice.\u00a0In addition, Grantor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party \u2019s rights hereunder, including, without limitation, its right following an\u00a0 Event of Default\u00a0 to take immediate possession of the Collateral and to exercise its rights with respect thereto.", "references": ["Insurances", "Participations", "Litigations", "Venues", "Cooperation", "Integration", "Releases", "Miscellaneous", "Books", "General", "Benefits", "Binding Effects", "Duties", "Arbitration", "Costs", "Titles", "Amendments", "Confidentiality", "Severability", "Enforcements", "Change In Control", "Effective Dates", "Further Assurances", "Base Salary", "Jurisdictions", "Liens", "Fees", "Terms", "Survival", "Modifications", "Remedies"], "gold": ["Remedies"]}
+{"input": "If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, insofar as the foregoing can be accomplished without materially affecting the economic benefits anticipated by the parties to this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.", "references": ["Disclosures", "Interests", "Vesting", "Closings", "Approvals", "Taxes", "Subsidiaries", "Authority", "Construction", "Employment", "Tax Withholdings", "Indemnity", "Adjustments", "Qualifications", "Brokers", "Assignments", "Further Assurances", "Representations", "Consents", "Effective Dates", "Liens", "Fees", "Cooperation", "Headings", "Base Salary", "Compliance With Laws", "Jurisdictions", "Applicable Laws", "Powers", "Use Of Proceeds", "Severability"], "gold": ["Severability"]}
+{"input": "If any Party receives notice of any actual, pending or contemplated Condemnation or Taking (or other action in lieu thereof) of the Managed Facility, such Party shall promptly notify each other Party thereof.", "references": ["Transactions With Affiliates", "Releases", "Construction", "Terminations", "Costs", "Cooperation", "Effective Dates", "Governing Laws", "Submission To Jurisdiction", "Enforceability", "Effectiveness", "Terms", "Vesting", "Powers", "Assignments", "Waiver Of Jury Trials", "Closings", "Interests", "Records", "Payments", "Intellectual Property", "Subsidiaries", "Jurisdictions", "Amendments", "Books", "Successors", "Confidentiality", "Disability", "Assigns", "Survival", "Notices"], "gold": ["Notices"]}
+{"input": "The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated herein and therein (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (except for any reports required to be filed by such Loan Party with the SEC pursuant to the Exchange Act, provided that the failure to make any such filings shall not affect the validity or enforceability of this Agreement or any such other Loan Document or the rights and remedies of the Administrative Agent and the Lenders hereunder or thereunder), (b)\u00a0will not violate or result in any breach or contravention of any law, rule or regulation or any order, injunction, writ or decree of any Governmental Authority, in each case, applicable to or binding upon any Loan Party or any of its Subsidiaries or any of its property, except, in any such case, to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (c)\u00a0will not violate or result in a default under (i) the Existing Credit Agreement (or any replacement or refinancing thereof) or any indenture to which any Loan Party or any of its Subsidiaries is a party on the Funding Date or (ii) any other Material Agreement or any other agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or by which any property or asset of any Loan Party or any of its Subsidiaries is bound, except, in each case under this clause (ii), to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (d)\u00a0will not result in the creation or imposition of any Lien prohibited hereunder on any asset of any Loan Party or any of its Subsidiaries and (e)\u00a0will not violate the Organization Documents of any Loan Party or any of its Subsidiaries.", "references": ["Fees", "Brokers", "Liens", "Taxes", "Compliance With Laws", "Vacations", "Integration", "Releases", "Entire Agreements", "Representations", "Use Of Proceeds", "No Waivers", "Terms", "Closings", "Further Assurances", "Approvals", "Change In Control", "Interests", "Jurisdictions", "Remedies", "Agreements", "Headings", "Payments", "Positions", "Enforcements", "Financial Statements", "Titles", "Enforceability", "Intellectual Property", "Forfeitures", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Representatives may terminate this Agreement (i) at any time prior to the Closing Date by written notice to the Company if any of the events described in Section 7(d) (No Material Adverse Change) shall have occurred or if the Initial Purchasers shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the Closing Date if any condition described in Section 7 is not fulfilled or waived in writing by the Initial Purchasers on or prior to the Closing Date.\u00a0\u00a0Any termination pursuant to this Section shall be without liability on the part of (a) the Company or the Guarantors to the Initial Purchasers hereunder, except that the Company and the Guarantors shall be obligated to reimburse the Initial Purchasers for out-of-pocket expenses (including fees and expenses of their legal counsel) incurred by the Initial Purchasers and their designated affiliates in connection with their services provided hereunder or (b) the Initial Purchasers to the Company or the Guarantors, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.", "references": ["Remedies", "Survival", "Positions", "Approvals", "Miscellaneous", "Arbitration", "Death", "Publicity", "Definitions", "Records", "Cooperation", "Erisa", "Transactions With Affiliates", "Amendments", "Binding Effects", "General", "Withholdings", "Jurisdictions", "Releases", "Disability", "Adjustments", "Representations", "Enforcements", "Indemnifications", "Books", "Authority", "Benefits", "Modifications", "Vesting", "Governing Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any RSUs without the consent of the Participant; provided , however , that no such amendment, alteration, suspension, discontinuance or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant\u2019s consent; provided further that no such consent shall be required with respect to any amendment, alteration, suspension, discontinuance or termination if the Board determines in its sole discretion that such amendment, alteration, suspension, discontinuance or termination either (i)\u00a0is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii)\u00a0is in accordance with paragraph 8. Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant.", "references": ["Indemnity", "Death", "Use Of Proceeds", "Authorizations", "Indemnifications", "Amendments", "Effective Dates", "Brokers", "Adjustments", "Compliance With Laws", "Releases", "Powers", "Construction", "Severability", "Further Assurances", "Confidentiality", "Binding Effects", "Disability", "Publicity", "Qualifications", "Waiver Of Jury Trials", "Modifications", "Sales", "Applicable Laws", "Warranties", "Records", "Consents", "Duties", "Liens", "Taxes", "Terminations"], "gold": ["Terminations"]}
+{"input": "Guarantor agrees to pay, on demand, all attorneys' fees (including attorneys' fees incurred pursuant to proceedings arising under the Bankruptcy Code) and all other costs and expenses which may be incurred by Lender in the enforcement of this Guaranty (including those brought relating to proceedings pursuant to 11 U.S.C.) or in any way arising out of, or consequential to the protection, assertion, or enforcement of the Guaranteed Obligations (or any security therefor), whether or not suit is brought.", "references": ["Successors", "Books", "Positions", "Cooperation", "Confidentiality", "Jurisdictions", "Agreements", "Organizations", "Capitalization", "Death", "Releases", "Authority", "Indemnifications", "Indemnity", "Warranties", "No Waivers", "Counterparts", "Miscellaneous", "Construction", "Anti-Corruption Laws", "Remedies", "Subsidiaries", "Change In Control", "Waivers", "Assigns", "Governing Laws", "Entire Agreements", "Solvency", "Participations", "Records", "Costs"], "gold": ["Costs"]}
+{"input": "In the event of a Change in Control, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall occur before the date of the Company\u2019s proposed Change in Control. The Administrator shall notify each participant in writing, at least ten (10)\u00a0business days prior to the New Exercise Date, that the Exercise Date for the participant\u2019s option has been changed to the New Exercise Date and that the participant\u2019s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section\u00a010 hereof.", "references": ["Publicity", "Duties", "Arbitration", "No Defaults", "Withholdings", "Expenses", "Capitalization", "Successors", "Costs", "Financial Statements", "Jurisdictions", "Transactions With Affiliates", "Use Of Proceeds", "Anti-Corruption Laws", "Integration", "Intellectual Property", "Titles", "Governing Laws", "Applicable Laws", "Taxes", "Payments", "Books", "Effective Dates", "Erisa", "Enforcements", "Death", "General", "Agreements", "Records", "Subsidiaries", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Brockstedt warrants that he is fully competent to enter into this Agreement and that he does so knowingly and voluntarily.\u00a0\u00a0Brockstedt acknowledges that he has carefully read and understands this Agreement, that this Agreement is legally binding, and that he has voluntarily chosen to enter into this Agreement and has not been forced or pressured in any way to sign it.\u00a0\u00a0Brockstedt further acknowledges that he has the right to discuss this Agreement with independent counsel of his choice, and that he is encouraged to do so.\u00a0\u00a0Brockstedt further acknowledges that he has had a full and fair opportunity to consult with an attorney prior to executing this Agreement, that he has in fact done so, that he has read and understands this Agreement, and that the Agreement is not a product of fraud, duress, or undue influence.", "references": ["Arbitration", "Positions", "Severability", "Terms", "Adjustments", "Definitions", "Notices", "Compliance With Laws", "General", "Terminations", "Binding Effects", "Jurisdictions", "Subsidiaries", "No Waivers", "Interpretations", "Brokers", "Death", "Consent To Jurisdiction", "Fees", "Participations", "Publicity", "Remedies", "Agreements", "Enforceability", "Effective Dates", "Counterparts", "Assigns", "Assignments", "Withholdings", "Confidentiality", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Borrower shall have the right, upon not less than three Business Days\u2019 notice to the Administrative Agent, to terminate the Commitments of any Class or, from time to time, to reduce the amount of the Commitments of any Class; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Outstanding Revolving Credits would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to an integral multiple of $1,000,000 and not less than $5,000,000 and shall reduce permanently the Commitments of such Class then in effect.", "references": ["Consent To Jurisdiction", "Governing Laws", "Withholdings", "Existence", "Interests", "Agreements", "Interpretations", "Organizations", "Vesting", "Base Salary", "Vacations", "Non-Disparagement", "Fees", "Remedies", "Effective Dates", "Survival", "Authority", "Financial Statements", "No Conflicts", "Books", "Costs", "Sanctions", "No Defaults", "Litigations", "Enforceability", "Capitalization", "Effectiveness", "No Waivers", "Employment", "Enforcements", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. Eastern Time on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. Eastern Time on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.", "references": ["Governing Laws", "Tax Withholdings", "No Waivers", "Authorizations", "Subsidiaries", "Adjustments", "Organizations", "Taxes", "Titles", "Further Assurances", "Successors", "Withholdings", "Sanctions", "Books", "Survival", "Venues", "Employment", "Miscellaneous", "No Defaults", "Closings", "Headings", "Compliance With Laws", "Fees", "Indemnifications", "Erisa", "Entire Agreements", "Records", "Expenses", "Releases", "Financial Statements", "Notices"], "gold": ["Notices"]}
+{"input": "Each Investor, on behalf of itself, severally represents and warrants to the Company that (a)\u00a0as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates and Associates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investors have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise, (b)\u00a0this Agreement has been duly and validly authorized, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c)\u00a0such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory\u2019s name, and to bind such Investor to the terms hereof, (d)\u00a0each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e)\u00a0the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i)\u00a0any law, rule, regulation, order, judgment or decree applicable to it, or (ii)\u00a0result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.", "references": ["Sanctions", "Non-Disparagement", "Fees", "Consent To Jurisdiction", "Interests", "Miscellaneous", "Consents", "Enforceability", "Adjustments", "Participations", "Positions", "Cooperation", "Liens", "Insurances", "Releases", "Indemnifications", "Enforcements", "Assignments", "Effective Dates", "Anti-Corruption Laws", "Further Assurances", "Subsidiaries", "Payments", "Effectiveness", "Taxes", "Employment", "Base Salary", "Integration", "Use Of Proceeds", "Expenses", "Representations"], "gold": ["Representations"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts of Massachusetts or in the federal courts located in the state of Massachusetts. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF TIDS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Positions", "Expenses", "Effective Dates", "Forfeitures", "Miscellaneous", "Venues", "Further Assurances", "Notices", "Disclosures", "Solvency", "Binding Effects", "No Waivers", "Arbitration", "Remedies", "Costs", "Disability", "Agreements", "Publicity", "Employment", "Definitions", "Organizations", "Fees", "Participations", "Insurances", "Adjustments", "Brokers", "Enforcements", "Cooperation", "Anti-Corruption Laws", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.", "references": ["Waivers", "Insurances", "Miscellaneous", "Benefits", "Definitions", "Base Salary", "Litigations", "Agreements", "Entire Agreements", "Notices", "Approvals", "Adjustments", "Vesting", "Publicity", "Jurisdictions", "Compliance With Laws", "Consents", "Representations", "Payments", "Use Of Proceeds", "No Conflicts", "Indemnity", "Authorizations", "Death", "Disability", "Submission To Jurisdiction", "Effective Dates", "Intellectual Property", "Waiver Of Jury Trials", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Borrower shall, at Agent's request, promptly execute and deliver or cause to be executed and delivered to Agent any and all documents, instruments and agreements reasonably deemed necessary by Agent to perfect or to continue the perfection of Agent's liens or otherwise to give effect to or carry out the terms or intent of this Agreement or any of the other Loan Documents.", "references": ["Assigns", "Withholdings", "Authorizations", "Survival", "Powers", "Authority", "Effective Dates", "Adjustments", "Counterparts", "Assignments", "Notices", "Construction", "Costs", "Consents", "Titles", "Successors", "Anti-Corruption Laws", "Base Salary", "Erisa", "Disclosures", "No Conflicts", "Litigations", "Miscellaneous", "Headings", "Warranties", "Submission To Jurisdiction", "Publicity", "Insurances", "Waivers", "Organizations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "All the terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement (as modified and amended by this Amendment).", "references": ["Submission To Jurisdiction", "Intellectual Property", "Vacations", "Anti-Corruption Laws", "Capitalization", "Waiver Of Jury Trials", "Benefits", "Participations", "Cooperation", "Successors", "Disability", "Titles", "Agreements", "Authority", "Indemnity", "Forfeitures", "Non-Disparagement", "Disclosures", "Financial Statements", "Specific Performance", "Books", "Positions", "Governing Laws", "Closings", "Base Salary", "Withholdings", "No Conflicts", "Records", "Enforceability", "Qualifications", "Definitions"], "gold": ["Definitions"]}
+{"input": "In the event that any action or proceeding is brought to enforce this Agreement, then the non-prevailing party shall be liable to the prevailing party for all expenses and costs incurred by the prevailing party in protecting or enforcing its rights hereunder, including but not limited to reasonable attorneys\u2019 fees and costs regardless of whether those costs are expressly permitted by the California\u00a0 Code of Civil Procedure .", "references": ["Agreements", "Disability", "Remedies", "Submission To Jurisdiction", "Assignments", "Headings", "Cooperation", "Forfeitures", "Powers", "Expenses", "Arbitration", "Duties", "Non-Disparagement", "Construction", "Adjustments", "Effective Dates", "Jurisdictions", "Participations", "Death", "Terms", "Successors", "Anti-Corruption Laws", "Applicable Laws", "Enforceability", "Waiver Of Jury Trials", "Indemnity", "Intellectual Property", "Assigns", "Erisa", "No Waivers", "Costs"], "gold": ["Costs"]}
+{"input": "(i) All communications described in Section 10.02(a) and all other notices, demands, requests and other communications made in connection with any Loan Document shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, three Business Days after deposit in the mail, (iv) if delivered by facsimile (other than to post to an E-System) during normal business hours, upon sender\u2019s receipt of confirmation of proper transmission, (v) if delivered by facsimile (other than to post to an E-System) after normal business hours, upon the later of (A) sender\u2019s receipt of confirmation of proper transmission and (B) the next Business Day, and (vi) if delivered by posting to any E-System, on the later of the Business Day of such posting and the Business Day access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided , that that no communications to Agent pursuant to ARTICLE I shall be effective until received by Agent.", "references": ["Effective Dates", "Sanctions", "Capitalization", "Amendments", "Modifications", "Adjustments", "Waivers", "Vacations", "Headings", "Non-Disparagement", "Arbitration", "Warranties", "Forfeitures", "Taxes", "Anti-Corruption Laws", "Publicity", "Successors", "Insurances", "Cooperation", "Tax Withholdings", "Severability", "No Defaults", "Erisa", "Records", "No Conflicts", "Authority", "Organizations", "Expenses", "Transactions With Affiliates", "Disclosures", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "To the extent not preempted by Federal law, all legal questions pertaining to the Plan shall be determined in accordance with the laws of the State of California without regard for conflicts of laws principles.", "references": ["Employment", "Capitalization", "Submission To Jurisdiction", "General", "Amendments", "Waivers", "No Conflicts", "Enforceability", "Financial Statements", "Qualifications", "Modifications", "Assigns", "Disclosures", "Approvals", "Records", "Payments", "Further Assurances", "Positions", "Insurances", "Death", "Terms", "Integration", "Representations", "Waiver Of Jury Trials", "Effective Dates", "Benefits", "Authorizations", "Compliance With Laws", "Construction", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company or one of its Subsidiaries shall be entitled to (a) withhold and deduct from the Participant\u2019s future wages (or from other amounts that may be due and owing to the Participant\u00a0from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to this Award; or (b) require the Participant\u00a0promptly to remit the amount of such withholding to the Company or a Subsidiary before taking any action with respect to this Award.\u00a0\u00a0Unless the Committee provides otherwise, withholding may be satisfied by withholding Stock to be received or by delivery to the Company or a Subsidiary of previously-owned Stock.", "references": ["Base Salary", "Compliance With Laws", "Binding Effects", "Construction", "Liens", "Counterparts", "Powers", "Releases", "Benefits", "Notices", "Waivers", "Sales", "No Conflicts", "Approvals", "Enforceability", "Participations", "Assigns", "Closings", "Erisa", "Positions", "Capitalization", "Forfeitures", "Insurances", "Expenses", "Cooperation", "Records", "Terminations", "Arbitration", "Publicity", "Assignments", "Taxes"], "gold": ["Taxes"]}
+{"input": "Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Employee at Employee\u2019s last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the Compensation Committee of the Parent Board with a copy to the attention of the Chief Legal Officer, or to such other address as either party may specify by notice to the other actually received. Any notice so addressed shall be deemed to be given or received (a)\u00a0if delivered by hand, on the date of such delivery, (b)\u00a0if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (c)\u00a0if mailed by registered or certified mail, on the third business day after the date of such mailing.", "references": ["Anti-Corruption Laws", "Terms", "Benefits", "Defined Terms", "Approvals", "Organizations", "Enforceability", "Indemnity", "Counterparts", "Insurances", "Payments", "Effectiveness", "Amendments", "Survival", "Interpretations", "Titles", "No Waivers", "Base Salary", "Qualifications", "Transactions With Affiliates", "Authority", "Use Of Proceeds", "Effective Dates", "Construction", "Venues", "Warranties", "Remedies", "Confidentiality", "Modifications", "Liens", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control.", "references": ["Compliance With Laws", "Defined Terms", "Survival", "Sanctions", "Effective Dates", "Duties", "Integration", "Terminations", "Tax Withholdings", "Disability", "Employment", "Sales", "Taxes", "Remedies", "Expenses", "Confidentiality", "No Conflicts", "Titles", "Costs", "Non-Disparagement", "Organizations", "Binding Effects", "Positions", "Cooperation", "Notices", "Existence", "Vesting", "Construction", "Vacations", "Approvals", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any and all disputes, controversies or claims arising under or in any way relating to the interpretation, application or enforcement of this Agreement, Employee\u2019s employment with the Company, any claim for benefits, or Employee\u2019s separation of employment from the Company, including without limitation any claim by Employee that he/she was fraudulently induced to enter into this Agreement, or claims relating to the general validity or enforceability of this Agreement, shall be settled by final and binding arbitration as described in more detail in this Section. Any dispute submitted to arbitration pursuant to this Section shall be determined by arbitration in accordance with the applicable rules of the American Arbitration Association, which can be obtained directly from AAA (www.adr.org). The parties to any arbitration shall mutually select a single arbitrator to hear the matter; provided that if the parties are unable to agree, the arbitrator shall be selected by AAA. The arbitration shall be held in the County where Employee was last employed by the Company. Judgment upon any arbitration award may be entered by any state or federal court having jurisdiction thereof. The prevailing party shall be entitled to reasonable costs and attorney\u2019s fees, as allowed by law. The parties intend this arbitration provision to be valid, enforceable, irrevocable and construed as broadly as possible.", "references": ["Powers", "Terms", "Waivers", "Waiver Of Jury Trials", "Expenses", "Death", "Further Assurances", "Positions", "Records", "Releases", "Payments", "Remedies", "Authorizations", "Applicable Laws", "Use Of Proceeds", "Effective Dates", "Employment", "Indemnifications", "Tax Withholdings", "Effectiveness", "Warranties", "Capitalization", "Jurisdictions", "Adjustments", "Liens", "Modifications", "Construction", "Amendments", "Sanctions", "No Conflicts", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Borrowers shall keep accurate and complete records of their Accounts and all payments and collections thereon.", "references": ["Anti-Corruption Laws", "Jurisdictions", "Successors", "Entire Agreements", "Amendments", "Duties", "General", "Approvals", "Liens", "Venues", "Effective Dates", "Releases", "Modifications", "Construction", "Waivers", "Governing Laws", "Severability", "Use Of Proceeds", "Employment", "Closings", "Consents", "Litigations", "Remedies", "Interpretations", "Taxes", "Survival", "Powers", "Withholdings", "Publicity", "Enforceability", "Records"], "gold": ["Records"]}
+{"input": "Notwithstanding any other provision of this Agreement to the contrary, Executive agrees that any payments or benefits, including any Severance Benefits, owed to him under this Agreement shall be used to repay any amounts owing to the Company by Executive and shall be subject to any clawback, forfeiture, repayment, or recoupment policy of the Company, as in effect from time to time, or any clawback, forfeiture, repayment, or recoupment otherwise required by applicable law.", "references": ["Successors", "Modifications", "Indemnifications", "Taxes", "Disclosures", "Powers", "Construction", "Interpretations", "Representations", "Authority", "Effectiveness", "Positions", "Use Of Proceeds", "Disability", "Payments", "Enforceability", "Approvals", "Anti-Corruption Laws", "Fees", "Capitalization", "Tax Withholdings", "Terminations", "Publicity", "Sanctions", "Jurisdictions", "Severability", "Solvency", "Existence", "Headings", "Books", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The term of this Lease shall be ten (10) years, commencing on the Effective Date (the \"Commencement Date\") and terminating at 11:59 P.M. Central Standard Time on the day prior to the tenth (10 th ) anniversary of the Commencement Date (the \"Term\").", "references": ["Cooperation", "Forfeitures", "Assigns", "Books", "Amendments", "Non-Disparagement", "Interests", "Waivers", "Confidentiality", "Adjustments", "Sales", "Closings", "Duties", "Authorizations", "Insurances", "Successors", "Tax Withholdings", "Headings", "Releases", "Further Assurances", "General", "Base Salary", "Financial Statements", "Applicable Laws", "Expenses", "Compliance With Laws", "Authority", "Brokers", "Sanctions", "Governing Laws", "Terms"], "gold": ["Terms"]}
+{"input": "This Guaranty, unless expressly set forth therein, shall be governed by, construed and enforced in accordance with, the law of the State of New York.", "references": ["Disability", "No Waivers", "Successors", "Waivers", "Severability", "Modifications", "Records", "Effective Dates", "Financial Statements", "Enforceability", "Litigations", "Disclosures", "Enforcements", "Notices", "Anti-Corruption Laws", "Entire Agreements", "Warranties", "Fees", "Further Assurances", "Representations", "Sales", "Integration", "Cooperation", "Consent To Jurisdiction", "Indemnity", "Closings", "Employment", "Arbitration", "Interpretations", "Construction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.", "references": ["Death", "Titles", "Sanctions", "No Defaults", "Disability", "Approvals", "Books", "Agreements", "Survival", "Erisa", "Cooperation", "Litigations", "Change In Control", "Subsidiaries", "Assigns", "Powers", "Modifications", "Applicable Laws", "Duties", "Tax Withholdings", "Indemnity", "Forfeitures", "Benefits", "Vesting", "Defined Terms", "Vacations", "Miscellaneous", "General", "Records", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No injunction, decree or other decision has been issued or made by any Governmental Authority against the Seller or its properties. To the Seller\u2019s knowledge, no threat by any Person has been made to attempt to obtain any injunction, decree or other decision by any Governmental Authority against it or its properties that, if adversely determined, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Interpretations", "Death", "Consents", "Anti-Corruption Laws", "Governing Laws", "Organizations", "Releases", "Specific Performance", "Sales", "Solvency", "Non-Disparagement", "No Waivers", "Transactions With Affiliates", "Brokers", "Duties", "Disclosures", "Authority", "Agreements", "Taxes", "Disability", "Submission To Jurisdiction", "Powers", "Liens", "Representations", "Confidentiality", "No Defaults", "Construction", "Remedies", "Miscellaneous", "Approvals", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Amendment has been duly executed and delivered by each Borrower and each other Loan Party. This Amendment and each Loan Document (as amended or modified hereby) is the legal, valid, and binding obligation of each Borrower and each other Loan Party, enforceable against each Borrower and each other Loan Party in accordance with its terms, and is in full force and effect, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors\u2019 rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.", "references": ["Definitions", "Sales", "Liens", "General", "Capitalization", "Jurisdictions", "Benefits", "Titles", "Closings", "Erisa", "No Defaults", "Vacations", "Costs", "Disability", "Publicity", "Waivers", "Miscellaneous", "Change In Control", "Intellectual Property", "Payments", "Agreements", "Warranties", "Remedies", "Confidentiality", "Terminations", "Integration", "Books", "Transactions With Affiliates", "Specific Performance", "Financial Statements", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "If, during the Term, any Applicable Laws are changed or any new Applicable Laws are enacted that require Provider to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to any Facility or the Services provided at such Facility under the applicable Agreement or any applicable Service Order, Provider may, subject to the terms of this Section \u00a05.5 , impose a surcharge to increase the applicable Fees (\u201c Surcharge \u201d), to cover Customer\u2019s share of the cost of complying with such Applicable Laws, based upon the percentage of Customer\u2019s use of such Facility or Services impacted by such Applicable Laws.", "references": ["Assigns", "Effectiveness", "Authorizations", "Change In Control", "Construction", "Consents", "Benefits", "Representations", "Financial Statements", "Jurisdictions", "Subsidiaries", "Death", "Submission To Jurisdiction", "Agreements", "Positions", "Assignments", "Waiver Of Jury Trials", "Withholdings", "Duties", "Successors", "Non-Disparagement", "Sanctions", "Arbitration", "Consent To Jurisdiction", "Interests", "Payments", "Employment", "Enforceability", "Fees", "No Conflicts", "General"], "gold": ["General"]}
+{"input": "Executive shall be indemnified by the Company against all liability incurred by the Executive in connection with any proceeding, including, but not necessarily limited to, the amount of any judgment obtained against Executive, the amount of any settlement entered into by the Executive and any claimant with the approval of the Company, attorneys\u2019 fees, actually and necessarily incurred by him in connection with the defense of any action, suit, investigation or proceeding or similar legal activity, regardless of whether criminal, civil, administrative or investigative in nature (\u201cClaim\u201d), to which he is made a party or is otherwise subject to, by reason of his being or having been a director, officer, agent or employee of the Company, to the full extent permitted by applicable law and the Certificate of Incorporation of the Company.. Such right of indemnification will not be deemed exclusive of any other rights to which Executive may be entitled under Company\u2019s Certificate of Incorporation or By-laws, as in effect from time to time, any agreement or otherwise.", "references": ["Specific Performance", "Titles", "Terms", "Notices", "Duties", "Applicable Laws", "Waivers", "No Waivers", "Capitalization", "Existence", "Death", "Counterparts", "Headings", "Representations", "Litigations", "Jurisdictions", "Terminations", "Sales", "Compliance With Laws", "Modifications", "General", "No Defaults", "Venues", "Indemnity", "Amendments", "Expenses", "Anti-Corruption Laws", "Base Salary", "Enforceability", "Entire Agreements", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "FLIC may terminate Executive\u2019s employment upon his becoming \u201cTotally Disabled,\u201d in which event Executive shall be entitled to receive the compensation and vested benefits due Executive as of the date of Executive\u2019s termination, and Executive shall have no right to receive any other compensation or benefits under this Agreement.\u00a0\u00a0For purposes of this Agreement, Executive shall be \u201c Totally Disabled \u201d if Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essential functions of his position under this Agreement even with reasonable accommodation. Executive\u2019s receipt of disability benefits under the Bank \u2019s long-term disability plan, if any, or receipt of Social Security disability benefits shall be deemed conclusive evidence of Total Disability for purpose of this Agreement; provided, however, that in the absence of Executive\u2019s receipt of such long-term disability benefits or Social Security benefits, the Board may, in its reasonable discretion but based upon appropriate medical evidence, determine that Executive is Totally Disabled.", "references": ["Counterparts", "Waiver Of Jury Trials", "Use Of Proceeds", "Consent To Jurisdiction", "Modifications", "Closings", "Successors", "Sales", "Approvals", "Transactions With Affiliates", "Applicable Laws", "Records", "Sanctions", "Releases", "Withholdings", "Effectiveness", "No Conflicts", "Enforceability", "Notices", "Consents", "Disclosures", "Venues", "Amendments", "Cooperation", "Effective Dates", "Titles", "Expenses", "Qualifications", "Anti-Corruption Laws", "Insurances", "Disability"], "gold": ["Disability"]}
+{"input": "The Borrower will (a)\u00a0maintain in effect and enforce policies and procedures designed to promote and endeavor to achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (b)\u00a0notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein and (c)\u00a0promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.", "references": ["Subsidiaries", "Terminations", "Notices", "Expenses", "Vacations", "Disclosures", "Disability", "Governing Laws", "Organizations", "Cooperation", "Indemnifications", "Taxes", "Costs", "Vesting", "Intellectual Property", "Assigns", "Death", "General", "Sales", "Use Of Proceeds", "Consents", "Insurances", "Defined Terms", "Withholdings", "Definitions", "Brokers", "Miscellaneous", "Headings", "Terms", "Solvency", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "This Agreement may be authenticated in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement. This Agreement may be authenticated by manual signature, facsimile or electronic means, all of which shall be equally valid.", "references": ["Agreements", "Solvency", "Entire Agreements", "Closings", "Jurisdictions", "Assignments", "Taxes", "Remedies", "Binding Effects", "Payments", "Waivers", "Interpretations", "Headings", "Severability", "Anti-Corruption Laws", "Erisa", "Survival", "Confidentiality", "Disclosures", "Governing Laws", "Sanctions", "Qualifications", "Adjustments", "Financial Statements", "Fees", "Base Salary", "Indemnity", "Terms", "No Waivers", "Submission To Jurisdiction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement will be construed and administered without regard to authorship and without any presumption or rule of construction in favor of either party. This Agreement is between sophisticated parties, each of which has reviewed this Agreement and is fully knowledgeable about its terms and conditions.", "references": ["Modifications", "Venues", "Applicable Laws", "Disclosures", "Agreements", "Severability", "Financial Statements", "Indemnity", "Subsidiaries", "Use Of Proceeds", "Representations", "Remedies", "Cooperation", "No Waivers", "Headings", "Records", "Existence", "Liens", "Enforcements", "Anti-Corruption Laws", "Insurances", "Sales", "Defined Terms", "Fees", "Solvency", "Employment", "Adjustments", "Notices", "Litigations", "Terms", "Construction"], "gold": ["Construction"]}
+{"input": "So long as the Director shall serve as a member of the Company\u2019s Board of Directors the Director shall have full and unfretted access to books and records of Company.", "references": ["Effectiveness", "Enforceability", "Intellectual Property", "Sanctions", "Waivers", "Brokers", "Warranties", "Assigns", "General", "Assignments", "Liens", "Releases", "Headings", "Anti-Corruption Laws", "Compliance With Laws", "No Conflicts", "Withholdings", "Cooperation", "Survival", "Governing Laws", "Non-Disparagement", "Solvency", "Integration", "Miscellaneous", "Adjustments", "Indemnifications", "Construction", "Subsidiaries", "Effective Dates", "No Waivers", "Records"], "gold": ["Records"]}
+{"input": "The Restricted Stock Units subject to this Award shall be subject to forfeiture on the terms and conditions set forth herein, and shall vest (and such restrictions shall lapse) in full on the earlier of (i) \u00abDate\u00bb, or (ii) the date of the \u00abYear\u00bb Annual Meeting of Stockholders (the \u201cVesting Date\u201d). Notwithstanding the foregoing, the forfeiture restrictions shall lapse as to all of the Restricted Stock Units on the earlier of (i) the occurrence of a Change in Control (as such term is defined in Section 1 of the Directors\u2019 Equity Plan), or (ii) the date Participant\u2019s service as a director of the Company ends by reason of \u00abHisHer\u00bb disability (as determined by the Committee in its sole discretion) or death.", "references": ["Defined Terms", "Construction", "Insurances", "Transactions With Affiliates", "Definitions", "Severability", "Effectiveness", "Interpretations", "Remedies", "No Waivers", "Fees", "Releases", "Approvals", "Use Of Proceeds", "Employment", "Disclosures", "Solvency", "Sales", "Publicity", "Base Salary", "Submission To Jurisdiction", "Organizations", "Closings", "Taxes", "Binding Effects", "Jurisdictions", "Assigns", "No Conflicts", "Consents", "Specific Performance", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Company will use the net proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i)\u00a0the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii)\u00a0the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii)\u00a0the settlement of any outstanding litigation.", "references": ["Enforcements", "Effectiveness", "Warranties", "Jurisdictions", "Transactions With Affiliates", "Authorizations", "No Conflicts", "Tax Withholdings", "Waiver Of Jury Trials", "General", "Headings", "Consents", "Integration", "Approvals", "No Waivers", "Binding Effects", "Terms", "Closings", "Survival", "Assignments", "Intellectual Property", "Subsidiaries", "Sanctions", "Arbitration", "Applicable Laws", "Authority", "Severability", "No Defaults", "Assigns", "Titles", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Each Seller and its respective Affiliates, with respect to the operation of the Product Business, are and during the past two years have been in compliance in all material respects with all applicable Laws in the Territory, including (a)\u00a0any applicable Laws governing the approval, Manufacture, sale, marketing, promotion, or distribution of drugs and the purchase or prescription of or reimbursement for drugs by any Governmental Authority, private health plan or other Person, and (b) the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. \u00a778 et seq.), the federal Anti-Kickback Statute (42 U.S.C. \u00a7 1320a-7(b)) and the False Claims Act (42 U.S.C. \u00a7 3729 et seq.). During the past two years, neither Seller nor any of its Affiliates has received any written notices of any alleged violation of any Law with respect to the Product Business, the Purchased Assets or the Assumed Liabilities.", "references": ["Base Salary", "Consents", "Survival", "Litigations", "Cooperation", "Records", "Disclosures", "Participations", "Existence", "Brokers", "Defined Terms", "Construction", "Amendments", "Use Of Proceeds", "Transactions With Affiliates", "Change In Control", "Terminations", "Costs", "Expenses", "Employment", "Erisa", "Consent To Jurisdiction", "Organizations", "Enforcements", "Headings", "Successors", "Duties", "Enforceability", "Assignments", "Titles", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "All notices, requests and other communications hereunder to a Party shall be in accordance with the notice provisions set forth in the Purchase Agreement.", "references": ["Expenses", "No Conflicts", "Arbitration", "Interpretations", "Modifications", "Applicable Laws", "Cooperation", "Use Of Proceeds", "Warranties", "Insurances", "No Waivers", "Assigns", "Sanctions", "Representations", "Disclosures", "Positions", "Amendments", "Sales", "Intellectual Property", "Effectiveness", "Definitions", "Governing Laws", "Publicity", "Effective Dates", "Entire Agreements", "Disability", "Waiver Of Jury Trials", "Interests", "Books", "Benefits", "Notices"], "gold": ["Notices"]}
+{"input": "The parties acknowledge that this Agreement has been fully negotiated and that each party has been represented by competent counsel. Therefore, neither party shall be deemed the draftsman of this Agreement.", "references": ["Applicable Laws", "Powers", "Solvency", "Records", "Effective Dates", "Death", "Positions", "Waivers", "Disclosures", "Miscellaneous", "Survival", "Further Assurances", "Adjustments", "Existence", "Successors", "Taxes", "Subsidiaries", "Terms", "Agreements", "Payments", "Entire Agreements", "Assigns", "Authorizations", "Defined Terms", "Change In Control", "Liens", "Enforceability", "General", "Approvals", "Consent To Jurisdiction", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Directly or, to the knowledge of the Borrower or any Subsidiary, indirectly use the proceeds of any Credit Extension , ( or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity ) to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding , is the subject of Sanctions , or in any other manner that will result and results in a violation by any an individual or entity (including any individual or entity participating in the transaction, whether as Lender, Agent, L/C Issuer, Swing Line Lender , or otherwise) of Sanctions.", "references": ["Cooperation", "Tax Withholdings", "Submission To Jurisdiction", "Approvals", "Vesting", "Books", "Liens", "General", "Powers", "Warranties", "Survival", "Terminations", "Compliance With Laws", "Waiver Of Jury Trials", "Solvency", "Non-Disparagement", "Costs", "Erisa", "Representations", "Participations", "Records", "Employment", "Assignments", "Intellectual Property", "Capitalization", "No Defaults", "No Waivers", "Construction", "Change In Control", "Successors", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors, including without limitation compensation for services as members of committees of the Board of Directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.", "references": ["Compliance With Laws", "Severability", "Confidentiality", "Entire Agreements", "Anti-Corruption Laws", "No Defaults", "General", "Sanctions", "Binding Effects", "Publicity", "Enforcements", "Authorizations", "Disclosures", "Transactions With Affiliates", "Indemnifications", "Indemnity", "Enforceability", "Integration", "Effectiveness", "Interests", "Submission To Jurisdiction", "Tax Withholdings", "Change In Control", "Approvals", "Definitions", "Waivers", "Specific Performance", "Solvency", "Capitalization", "Participations", "Fees"], "gold": ["Fees"]}
+{"input": "Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without the prior consent of the Company (in the case of a release or announcement by the Investors) or the Required Investors (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Investors, as the case may be, shall allow the Investors or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. By 8:30 a.m. (New York City time) on the trading day immediately following the execution and delivery of this Agreement, the Company shall (i) issue a press release (the \u201cPress Release\u201d) disclosing the execution of this Agreement, describing the transactions contemplated hereby and by the other Transaction Documents and disclosing the Disclosure, and (ii) file a Current Report on Form 8-K attaching the press release described in the foregoing sentence as well as copies of the Transaction Documents. In addition, the Company will make such other filings and notices in the manner and time required by the SEC or the OTCQB. From and after the issuance of the Press Release, no Investor will be deemed to be in possession of any material nonpublic information regarding the Company. The Company acknowledges that the Investors are relying on the prior sentence in effecting transactions in the Company\u2019s securities and that such reliance is reasonable.", "references": ["Organizations", "Headings", "Jurisdictions", "Powers", "Records", "Consents", "Expenses", "Disability", "Survival", "Amendments", "Capitalization", "Representations", "Indemnity", "Effectiveness", "Disclosures", "Governing Laws", "Terms", "Use Of Proceeds", "Arbitration", "Adjustments", "Assignments", "Existence", "Consent To Jurisdiction", "Confidentiality", "Vacations", "Closings", "Cooperation", "Definitions", "Assigns", "Authorizations", "Publicity"], "gold": ["Publicity"]}
+{"input": "The headings used in this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.", "references": ["Base Salary", "Entire Agreements", "Compliance With Laws", "Specific Performance", "Severability", "Defined Terms", "Sanctions", "Authority", "Approvals", "Existence", "Records", "Disability", "Agreements", "Successors", "Qualifications", "Adjustments", "No Waivers", "Participations", "Representations", "Non-Disparagement", "No Conflicts", "Enforceability", "Death", "Brokers", "Waiver Of Jury Trials", "Definitions", "Insurances", "Interests", "Warranties", "Counterparts", "Headings"], "gold": ["Headings"]}
+{"input": "The Company shall pay to Consultant the fees for the Services as set forth in the applicable Statement of Work (the \u201cFees\u201d), plus costs for expenses.\u00a0 The Company shall make all payments in United States Dollars unless otherwise provided in the Statement of Work.\u00a0 All late payments shall bear interest at the lesser of the rate of 0.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.\u00a0 Commencing on the Effective Date, the Consultant will be retained as a Consultant and independent contractor for the Company for the Term as set forth in Section 3. A description of Services can be found in Exhibit A.", "references": ["Transactions With Affiliates", "Disability", "Liens", "Brokers", "Use Of Proceeds", "Expenses", "Change In Control", "Interpretations", "Fees", "Assignments", "Capitalization", "Tax Withholdings", "Existence", "Amendments", "Vacations", "Payments", "Submission To Jurisdiction", "Notices", "Agreements", "Non-Disparagement", "Terms", "Adjustments", "Consents", "Anti-Corruption Laws", "Cooperation", "Powers", "Confidentiality", "Costs", "Integration", "Consent To Jurisdiction", "General"], "gold": ["General"]}
+{"input": "The Plan, as amended and restated, shall become effective on the date the Plan is adopted by the Board. No Awards shall be granted under the Plan after the expiration of 10 years from the date the Plan was initially approved by the Company\u2019s stockholders, but Awards previously granted may extend beyond that date.", "references": ["Indemnity", "Liens", "Releases", "Integration", "Definitions", "Change In Control", "Withholdings", "Taxes", "Governing Laws", "Use Of Proceeds", "Capitalization", "Representations", "Insurances", "Remedies", "Subsidiaries", "Duties", "Fees", "Participations", "Interests", "Authorizations", "Payments", "Jurisdictions", "Assignments", "Sanctions", "Confidentiality", "Survival", "Effectiveness", "Compliance With Laws", "Counterparts", "Non-Disparagement", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "All notices required to be given herein must be delivered by hand, by overnight mail service with proof of delivery or by certified mail, return receipt requested, to the other party at the address stated above or any other address subsequently designated by that party in writing for that purpose.", "references": ["Headings", "Litigations", "Releases", "Agreements", "Withholdings", "Remedies", "Applicable Laws", "Solvency", "Terms", "Disability", "Warranties", "Indemnity", "Effective Dates", "Non-Disparagement", "Fees", "Consent To Jurisdiction", "Base Salary", "Enforcements", "Vacations", "Change In Control", "Approvals", "Capitalization", "Expenses", "Organizations", "Erisa", "Taxes", "Waiver Of Jury Trials", "No Waivers", "Tax Withholdings", "Insurances", "Notices"], "gold": ["Notices"]}
+{"input": "Any provision of this Agreement may be amended or waived only with the prior written consent of the Company and Executive.\u00a0 Notwithstanding anything in this Agreement to the contrary, the Company shall unilaterally have the right to amend this Agreement to comply with Section\u00a0409A of the Code so long as such amendment does not impair the rights of the Executive (in which case they shall reasonably cooperate); provided that any adjustment in the timing of the payments to be received by Executive hereunder shall not be deemed to be an impairment of the rights of Executive.", "references": ["Confidentiality", "Disclosures", "Sanctions", "Releases", "Venues", "Approvals", "Vacations", "Severability", "Terms", "Authority", "Assigns", "Governing Laws", "Interpretations", "Death", "Submission To Jurisdiction", "Waivers", "Base Salary", "Terminations", "Waiver Of Jury Trials", "Counterparts", "Integration", "Vesting", "Participations", "Payments", "Binding Effects", "Compliance With Laws", "Construction", "Duties", "Consents", "No Waivers", "Amendments"], "gold": ["Amendments"]}
+{"input": "Subject to the provisions of Section \u00a012.10(a) , each of Agent, Lenders, each Credit Party and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Borrower and each Lender party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the use of Electronic Transmissions.", "references": ["Organizations", "Participations", "Binding Effects", "Representations", "Withholdings", "General", "Use Of Proceeds", "Transactions With Affiliates", "Non-Disparagement", "Approvals", "Disclosures", "Publicity", "Books", "Waivers", "Terminations", "Vacations", "Submission To Jurisdiction", "Enforcements", "Payments", "Adjustments", "Tax Withholdings", "Sanctions", "Benefits", "Expenses", "Change In Control", "Successors", "Sales", "Integration", "Vesting", "Financial Statements", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied or sent by overnight courier service or certified or registered United States mail and shall be deemed to have been given (a) if delivered in person, when delivered; or (b) if delivered by overnight courier, one Business Day after delivery to such courier properly addressed; or (c) if by United States mail, four (4) Business Days after deposit in the United States mail, postage prepaid and properly addressed.", "references": ["Waiver Of Jury Trials", "Amendments", "Sales", "Closings", "Successors", "Terminations", "Binding Effects", "Participations", "Terms", "Indemnity", "Qualifications", "Intellectual Property", "Financial Statements", "Modifications", "Further Assurances", "Cooperation", "Authority", "Litigations", "Titles", "Expenses", "Compliance With Laws", "Capitalization", "Entire Agreements", "Fees", "Base Salary", "Approvals", "Applicable Laws", "Survival", "Taxes", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and all of which taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile with original signatures to follow.", "references": ["Releases", "General", "Intellectual Property", "Disclosures", "Effective Dates", "Tax Withholdings", "Interests", "Powers", "Venues", "Interpretations", "Entire Agreements", "Sanctions", "Vesting", "Specific Performance", "Expenses", "Duties", "Sales", "Books", "Subsidiaries", "Headings", "Severability", "Consents", "Terminations", "Compliance With Laws", "Miscellaneous", "Enforceability", "Erisa", "Submission To Jurisdiction", "Litigations", "Notices", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until the earliest of (a) February 27, 2022, or (b) such earlier date on which the Commitments shall have been terminated (the \u201c Term \u201d).\u00a0\u00a0Loan Parties may terminate this Agreement at any time upon fifteen (15) days\u2019 prior written notice (the effectiveness of which may be contingent upon the consummation of a pending refinancing of the Obligations or the sale of the equity in Loan Parties upon Payment in Full of the Obligations).", "references": ["Payments", "Effectiveness", "Capitalization", "Interests", "Tax Withholdings", "Definitions", "Fees", "Binding Effects", "Vesting", "Indemnifications", "Erisa", "Authorizations", "Qualifications", "Submission To Jurisdiction", "Organizations", "Use Of Proceeds", "Consent To Jurisdiction", "Closings", "Powers", "Benefits", "Defined Terms", "Counterparts", "Effective Dates", "Costs", "No Waivers", "Existence", "Remedies", "Venues", "Base Salary", "Withholdings", "Terms"], "gold": ["Terms"]}
+{"input": "Upon the Successor Manager\u2019s assumption of the obligation to perform all Services hereunder, the Manager shall be entitled to reimbursement of its actual costs for the provision of any Disentanglement Services.", "references": ["Waivers", "Agreements", "Releases", "Interpretations", "Remedies", "Submission To Jurisdiction", "Assignments", "Expenses", "No Waivers", "Capitalization", "No Conflicts", "Anti-Corruption Laws", "Enforceability", "Effectiveness", "Survival", "Closings", "Indemnifications", "Sales", "Further Assurances", "Records", "Participations", "Death", "Counterparts", "Approvals", "Transactions With Affiliates", "Financial Statements", "Titles", "Waiver Of Jury Trials", "Vesting", "Employment", "Fees"], "gold": ["Fees"]}
+{"input": "This Guarantee represents the agreement of each Guarantor with respect to the subject matter hereof and there are no promises or representations by the Administrative Agent or any other holder of the Obligations relative to the subject matter hereof not reflected herein.", "references": ["Non-Disparagement", "Effective Dates", "Participations", "Interpretations", "Confidentiality", "Adjustments", "Warranties", "Representations", "Approvals", "Withholdings", "Sales", "Costs", "Cooperation", "Assignments", "Defined Terms", "Subsidiaries", "Duties", "Brokers", "Tax Withholdings", "Insurances", "Solvency", "Benefits", "Taxes", "Terminations", "Counterparts", "Construction", "Specific Performance", "Disability", "Compliance With Laws", "Base Salary", "Integration"], "gold": ["Integration"]}
+{"input": "Borrower shall reimburse Lender upon receipt of written notice from Lender for (i)\u00a0all documented and reasonable out-of-pocket costs and expenses incurred by Lender (or any of its Affiliates) in connection with the origination of the Loan, including reasonable legal fees and disbursements, accounting fees and any other third-party diligence materials; (ii)\u00a0all documented and reasonable out-of-pocket costs and expenses incurred by Lender (or any of its Affiliates) in connection with (A)\u00a0the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower or by Lender and (B)\u00a0enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, or the other Loan Documents; and (iii)\u00a0all documented and reasonable out-of-pocket costs and expenses (including attorney\u2019s fees) incurred by Lender (or any of its Affiliates) in connection with the enforcement of any obligations of Borrower, or a Default by Borrower, under the Loan Documents, including any refinancing, restructuring, settlement or workout and any insolvency or bankruptcy proceedings (including any applicable transfer taxes).", "references": ["Subsidiaries", "Indemnifications", "Qualifications", "Tax Withholdings", "Disability", "Records", "Effectiveness", "Governing Laws", "Agreements", "Headings", "Miscellaneous", "Authorizations", "Vacations", "Defined Terms", "Existence", "Duties", "Brokers", "Definitions", "Assigns", "Organizations", "Authority", "Representations", "Intellectual Property", "Terminations", "Powers", "Assignments", "Enforceability", "Disclosures", "Transactions With Affiliates", "Severability", "Expenses"], "gold": ["Expenses"]}
+{"input": "The provisions set forth in Article IX (Miscellaneous) of the Merger Agreement are hereby incorporated mutatis mutandis with all references to the \u201cAgreement\u201d therein being deemed references to this Amendment.", "references": ["Notices", "Qualifications", "Books", "Non-Disparagement", "Waiver Of Jury Trials", "Interests", "Terms", "Financial Statements", "Specific Performance", "Solvency", "Base Salary", "General", "Arbitration", "Use Of Proceeds", "Remedies", "Venues", "Enforcements", "Organizations", "Fees", "Titles", "Binding Effects", "Interpretations", "Severability", "Approvals", "Closings", "Sales", "Records", "Existence", "Enforceability", "Anti-Corruption Laws", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Each Borrower and Canadian Subsidiary Guarantor shall keep accurate and complete records of its Inventory and shall furnish the Administrative Agent, the Collateral Agent and Lenders inventory reports respecting such Inventory in form and detail satisfactory to the Administrative Agent and Lenders with each delivery of a Borrowing Base Certificate that requires the calculation of subclause (b)(x) from the definitions of Canadian Borrowing Base and U.S. Borrowing Base pursuant to Section\u00a09.17(a) . Each Borrower and each Canadian Subsidiary Guarantor shall, at its own expense, conduct a physical inventory no less frequently than annually and periodic cycle counts consistent with such Borrower\u2019s or such Canadian Subsidiary Guarantor\u2019s historical practices and shall provide to the Administrative Agent and Lenders a report based on each such physical inventory and cycle count promptly after completion thereof, together with such supporting information as Administrative Agent or the Collateral Agent shall request. The Administrative Agent may participate in and observe each physical count of inventory, which participation shall be at the Borrowers\u2019 expense at any time that an Event of Default exists.", "references": ["Books", "Arbitration", "Brokers", "Assignments", "Notices", "Compliance With Laws", "Enforcements", "Further Assurances", "Enforceability", "Defined Terms", "Publicity", "Approvals", "Headings", "Expenses", "Withholdings", "Fees", "Cooperation", "Transactions With Affiliates", "Duties", "General", "Disclosures", "Change In Control", "Consents", "Confidentiality", "Anti-Corruption Laws", "Binding Effects", "Modifications", "Governing Laws", "Taxes", "Costs", "Records"], "gold": ["Records"]}
+{"input": "The representations and warranties set forth in this Section\u00a03.08 , insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties\u2019 good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Rate Reduction Bonds, and to reflect the parties\u2019 agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section\u00a05.01 ), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.", "references": ["Waivers", "Enforceability", "Severability", "Further Assurances", "Headings", "Disability", "Titles", "Erisa", "Arbitration", "Intellectual Property", "No Conflicts", "Qualifications", "Financial Statements", "Successors", "Indemnity", "Effective Dates", "Binding Effects", "Amendments", "Agreements", "Sanctions", "Transactions With Affiliates", "Effectiveness", "Death", "Consents", "No Waivers", "Liens", "Base Salary", "Adjustments", "Releases", "Miscellaneous", "Warranties"], "gold": ["Warranties"]}
+{"input": "Except as could not reasonably be expected to result in a Material Adverse Effect, (i) each Borrower and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, service names, domain names, copyrights, patents and other intellectual property rights to its knowledge is reasonably necessary for its business as presently conducted and (ii) to the knowledge of any Loan Party, the use of any such intellectual property by such Person does not infringe upon the rights of any other Person and the intellectual property owned by any Loan Party is not being infringed by any other Person.", "references": ["Jurisdictions", "Construction", "Non-Disparagement", "Enforcements", "Brokers", "Disclosures", "Payments", "Submission To Jurisdiction", "Remedies", "No Waivers", "Modifications", "Agreements", "Subsidiaries", "Terms", "Insurances", "Costs", "Cooperation", "Vacations", "Financial Statements", "Survival", "Releases", "Erisa", "Disability", "Solvency", "Arbitration", "Forfeitures", "No Conflicts", "Litigations", "Liens", "Definitions", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense, whether or not the Transactions are consummated.", "references": ["Disclosures", "Liens", "Transactions With Affiliates", "Fees", "Authorizations", "Indemnity", "Indemnifications", "Erisa", "Publicity", "Tax Withholdings", "Releases", "Disability", "Titles", "Definitions", "Interests", "Brokers", "Integration", "Vacations", "Benefits", "Qualifications", "Cooperation", "Assigns", "Forfeitures", "Withholdings", "Defined Terms", "Litigations", "Terminations", "Sales", "Consent To Jurisdiction", "Taxes", "Expenses"], "gold": ["Expenses"]}
+{"input": "Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed.\u00a0\u00a0If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the Revolving Interest Rate for Domestic Rate Loans during such extension.", "references": ["Representations", "Authorizations", "Cooperation", "Participations", "Benefits", "Erisa", "Compliance With Laws", "Books", "Arbitration", "Assignments", "Confidentiality", "Adjustments", "Consent To Jurisdiction", "Severability", "Brokers", "Waivers", "Capitalization", "Amendments", "Governing Laws", "Disclosures", "Liens", "Terminations", "Counterparts", "Base Salary", "Death", "Qualifications", "Headings", "Releases", "Sanctions", "Forfeitures", "Fees"], "gold": ["Fees"]}
+{"input": "This Release constitutes the entire understanding of the Parties regarding the subject matter of this Release, supersedes all prior oral or written agreements on the subject matter of this Release and cannot be modified except by a writing signed by all Parties in accordance with Section 18 below.", "references": ["Authorizations", "Confidentiality", "Interpretations", "Benefits", "Integration", "Transactions With Affiliates", "Venues", "Miscellaneous", "Vacations", "Warranties", "Indemnity", "Terminations", "Records", "Sales", "Base Salary", "Fees", "Adjustments", "Insurances", "Remedies", "Terms", "Positions", "No Waivers", "Authority", "Intellectual Property", "Qualifications", "General", "Waiver Of Jury Trials", "Governing Laws", "Litigations", "Representations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.", "references": ["Miscellaneous", "Jurisdictions", "Organizations", "Successors", "Warranties", "Participations", "Publicity", "Definitions", "Forfeitures", "Approvals", "Change In Control", "Fees", "Assigns", "Vesting", "Submission To Jurisdiction", "Use Of Proceeds", "Litigations", "Representations", "Amendments", "No Conflicts", "Records", "Assignments", "Interpretations", "Duties", "Terminations", "Adjustments", "Venues", "Insurances", "Enforcements", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as set forth on Schedule 3(q) , no current employee, director, officer or, to the Knowledge of the Company, any former employee, director or officer, any stockholder of the Company or its Subsidiaries, affiliate of any thereof who occupied such role during the past 12 months, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been in the last 12 months, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are publicly traded on or quoted), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. Except as set forth on Schedule 3(q) , no employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the board of directors of the Company).", "references": ["Vesting", "Miscellaneous", "Authorizations", "Headings", "Jurisdictions", "Notices", "Costs", "Agreements", "Payments", "Financial Statements", "Fees", "Representations", "Existence", "Organizations", "Arbitration", "Releases", "Consent To Jurisdiction", "Effective Dates", "Severability", "Assigns", "Powers", "Insurances", "Defined Terms", "Non-Disparagement", "Consents", "Terms", "Sales", "Change In Control", "Positions", "Further Assurances", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "In the event and to the extent that any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provisions of this Agreement, all of which shall remain fully enforceable as set forth herein.", "references": ["Publicity", "General", "Disability", "Warranties", "Forfeitures", "Insurances", "Specific Performance", "Expenses", "Effectiveness", "Vacations", "Duties", "Defined Terms", "Jurisdictions", "Waiver Of Jury Trials", "Death", "Organizations", "Representations", "Successors", "Binding Effects", "Enforcements", "Counterparts", "Brokers", "Books", "Erisa", "Records", "Compliance With Laws", "Arbitration", "Releases", "Costs", "Notices", "Severability"], "gold": ["Severability"]}
+{"input": "Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10)\u00a0nor more than sixty (60)\u00a0days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.", "references": ["Remedies", "Defined Terms", "Death", "Liens", "Disclosures", "Releases", "Construction", "Costs", "Assignments", "Consent To Jurisdiction", "Terms", "Non-Disparagement", "Solvency", "Financial Statements", "Records", "Authority", "Base Salary", "Waiver Of Jury Trials", "Vesting", "Intellectual Property", "Compliance With Laws", "Subsidiaries", "Miscellaneous", "Authorizations", "Governing Laws", "Fees", "Successors", "Publicity", "Sanctions", "Participations", "Notices"], "gold": ["Notices"]}
+{"input": "Borrowers shall comply with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of Borrowers\u2019 business the non-compliance with which could reasonably be expected to have a Material Adverse Effect.\u00a0 The Collateral at all times shall be maintained in accordance with the requirements of all insurance carriers which provide insurance with respect to the Collateral so that such insurance shall remain in full force and effect.", "references": ["Positions", "Erisa", "Miscellaneous", "Participations", "Costs", "Employment", "No Defaults", "Sales", "Successors", "Jurisdictions", "Assignments", "Interests", "Applicable Laws", "Liens", "No Waivers", "Powers", "Organizations", "Construction", "Effectiveness", "Base Salary", "Insurances", "Intellectual Property", "Expenses", "Waiver Of Jury Trials", "Payments", "No Conflicts", "Notices", "Litigations", "Entire Agreements", "Cooperation", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The parties hereto recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy.\u00a0 Accordingly, each party agrees that in addition to other remedies the other party or parties shall be entitled to at law or equity, the other party or parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Chancery Division of the New Jersey Superior Court (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in the State of New Jersey).\u00a0 Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Chancery Division of the New Jersey Superior Court or other federal or state courts of the State of New Jersey in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Chancery Division of the New Jersey Superior Court or other federal or state courts of the State of New Jersey, and each of the parties irrevocably waives the right to trial by jury and (d) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such party\u2019s principal place of business or as otherwise provided by applicable law.\u00a0 THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW JERSEY APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "references": ["Records", "Governing Laws", "Powers", "Solvency", "Construction", "Enforceability", "Assignments", "Authority", "Arbitration", "Books", "Financial Statements", "Applicable Laws", "Representations", "Forfeitures", "Fees", "Costs", "Counterparts", "Submission To Jurisdiction", "Further Assurances", "Entire Agreements", "Agreements", "Severability", "Terms", "Binding Effects", "Vesting", "Adjustments", "Effective Dates", "Erisa", "No Waivers", "Withholdings", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Such policies have not been subject to any lapse in coverage. Neither the Company nor any Subsidiary has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any such policies, and neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.", "references": ["Warranties", "Interpretations", "Positions", "Effective Dates", "Expenses", "No Defaults", "Miscellaneous", "Liens", "Erisa", "Waiver Of Jury Trials", "Change In Control", "Venues", "Fees", "Authorizations", "Litigations", "Arbitration", "Employment", "Intellectual Property", "Closings", "General", "Interests", "Base Salary", "Binding Effects", "Powers", "Transactions With Affiliates", "Qualifications", "Taxes", "Use Of Proceeds", "Entire Agreements", "Subsidiaries", "Insurances"], "gold": ["Insurances"]}
+{"input": "(a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2016, reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2017, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.", "references": ["Specific Performance", "No Waivers", "Applicable Laws", "Compliance With Laws", "Interpretations", "Binding Effects", "Integration", "Interests", "Vesting", "Financial Statements", "Books", "Authority", "Terms", "Withholdings", "Insurances", "Intellectual Property", "Fees", "Sanctions", "Publicity", "Venues", "Organizations", "Forfeitures", "Confidentiality", "Modifications", "Approvals", "Vacations", "Duties", "Terminations", "Taxes", "Submission To Jurisdiction", "Solvency"], "gold": ["Solvency"]}
+{"input": "EACH ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH ORIGINATOR PURSUANT TO THIS AGREEMENT AND EACH ORIGINATOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ANY ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY ORIGINATOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY, NEW YORK.", "references": ["Litigations", "Specific Performance", "Releases", "Financial Statements", "Capitalization", "Transactions With Affiliates", "Liens", "Records", "Withholdings", "Forfeitures", "Vacations", "Entire Agreements", "Enforcements", "No Conflicts", "Change In Control", "Indemnity", "Defined Terms", "Representations", "Submission To Jurisdiction", "Intellectual Property", "Non-Disparagement", "Consents", "Miscellaneous", "Remedies", "Participations", "Fees", "Closings", "Terminations", "Waivers", "Taxes", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "The grant of Granted PBRSUs and any issuance of PBRSU Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue any PBRSUs or any shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the Granted PBRSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.", "references": ["Payments", "Agreements", "Closings", "Tax Withholdings", "Terminations", "Entire Agreements", "Solvency", "Vacations", "Confidentiality", "Survival", "Terms", "Consents", "Employment", "Intellectual Property", "Financial Statements", "Titles", "Indemnity", "No Conflicts", "No Defaults", "Remedies", "Defined Terms", "Adjustments", "Sales", "No Waivers", "Sanctions", "Arbitration", "General", "Anti-Corruption Laws", "Severability", "Jurisdictions", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The failure of either party to seek a redress for violation, or to insist upon the strict performance, of any covenant, agreement, provision, or condition hereof shall not constitute the waiver of the terms of any other covenant, agreement, provision, or condition hereof , and each party shall have all remedies provided herein with respect to any subsequent act which would have originally constituted a violation hereunder.", "references": ["Definitions", "Arbitration", "Organizations", "Binding Effects", "Fees", "Releases", "Payments", "Construction", "Consent To Jurisdiction", "Change In Control", "Specific Performance", "Submission To Jurisdiction", "Headings", "Insurances", "Approvals", "Withholdings", "Counterparts", "Successors", "Effectiveness", "Taxes", "Modifications", "Enforcements", "Sanctions", "Defined Terms", "No Waivers", "Duties", "Indemnity", "Solvency", "Intellectual Property", "Terms", "Waivers"], "gold": ["Waivers"]}
+{"input": "Except as disclosed in SEC Reports or the Disclosure Letter to the Securities Purchase Agreement, Issuer and its Subsidiaries have all material rights with respect to Intellectual Property necessary or material in the operation or conduct of Issuer\u2019s and its Subsidiaries\u2019 businesses as currently conducted and proposed to be conducted by such parties. Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable under Article 9 of the UCC or other applicable law, Issuer and its Subsidiaries have the right, to the extent required to operate their business, to freely transfer, license or assign Intellectual Property necessary or material in the operation or conduct of their business as currently conducted and proposed to be conducted by them, without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party.", "references": ["No Conflicts", "Defined Terms", "No Waivers", "Integration", "No Defaults", "Erisa", "Enforcements", "Terms", "Headings", "Amendments", "Organizations", "Warranties", "Titles", "Death", "Confidentiality", "Existence", "Specific Performance", "Change In Control", "Consents", "Taxes", "Subsidiaries", "Liens", "Submission To Jurisdiction", "Entire Agreements", "Vacations", "Definitions", "Employment", "Releases", "Forfeitures", "Venues", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "If an Event of Default occurs and is continuing, then and in every such case the Agent shall, at the request of, or may, with the consent of, the Required Lenders (i) declare the Commitment of each Lender to make Loans to be terminated whereupon such Commitments and obligation shall be terminated, and (ii) declare the unpaid principal of all outstanding Loans, any and all accrued and unpaid interest, any accrued and unpaid Commitment Fees, or any other amounts owing or payable under the Notes, if any, to be immediately due and payable, by a notice in writing to the Borrower, and upon such declaration such principal, interest, Commitment Fees, or other amounts payable hereunder and accrued thereon shall become immediately due and payable, together with any funding losses that may result as a consequence of such declaration, without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower; provided , however , that in the case of any of the Events of Default specified in subsection (f) or (g) of Section 8.1 , automatically without any notice to the Borrower or any other act by the Agent, the Credit and the obligations of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans, any accrued and unpaid interest, any accrued and unpaid Commitment Fees or any other amounts payable hereunder shall become immediately due and payable, together with any funding losses that may result as a consequence thereof, without further act of the Agent or any Lender and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower.", "references": ["Venues", "General", "Miscellaneous", "Integration", "Further Assurances", "Withholdings", "Intellectual Property", "Consent To Jurisdiction", "Use Of Proceeds", "Defined Terms", "Representations", "Books", "Jurisdictions", "Terms", "Confidentiality", "Sanctions", "Waiver Of Jury Trials", "Terminations", "Participations", "Costs", "Change In Control", "Base Salary", "Death", "Records", "Financial Statements", "Submission To Jurisdiction", "Payments", "Vesting", "Approvals", "Adjustments", "Remedies"], "gold": ["Remedies"]}
+{"input": "Each Seller Product has been in conformity with all applicable Contract commitments and all express and implied warranties provided therefor.\u00a0 Neither Seller nor any of its Subsidiaries has any Liability (and to the knowledge of Seller, there is no current reasonable basis for any present or future Action or Proceeding against Seller or its Subsidiaries giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith.\u00a0 No Seller Product is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale, license or lease set forth in the Contract between Seller and each of its customers (complete and correct copies of which have been provided to Buyer or its counsel).", "references": ["Change In Control", "No Defaults", "Financial Statements", "Duties", "Integration", "Tax Withholdings", "Interpretations", "Brokers", "Jurisdictions", "Use Of Proceeds", "Records", "Modifications", "Withholdings", "Releases", "Compliance With Laws", "Confidentiality", "Consent To Jurisdiction", "Titles", "Assignments", "Death", "Waivers", "Waiver Of Jury Trials", "Forfeitures", "Enforcements", "Enforceability", "Transactions With Affiliates", "Subsidiaries", "Headings", "Interests", "Applicable Laws", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Obligors agree to indemnify each of the Holders and their respective directors, officers, partners, employees, members, managers and agents (each, a \u201c Indemnified Party \u201d and, collectively, the \u201c Indemnified Parties \u201d) from and against any costs, losses, liabilities, damages, or expenses, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel and all other reasonable and documented expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them) (collectively, \u201c Losses \u201d), as a result of, arising out of, or resulting from any Third-Party Claim (as defined herein) asserted against such Indemnified Party arising from or in any way related to, or as a result of any action taken or purported to have been taken by such Indemnified Party in connection with the consummation of, the transactions contemplated by this Agreement and the other Transaction Documents.", "references": ["Litigations", "Effectiveness", "Death", "Books", "Fees", "Entire Agreements", "Remedies", "Waiver Of Jury Trials", "Notices", "Interests", "Confidentiality", "Tax Withholdings", "Records", "Cooperation", "No Conflicts", "Brokers", "Assignments", "Adjustments", "Use Of Proceeds", "Severability", "Duties", "Disability", "Indemnity", "Payments", "Integration", "Representations", "Solvency", "Jurisdictions", "Definitions", "Anti-Corruption Laws", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law in any applicable jurisdiction. Executive acknowledges and represents that the Company has not provided any tax advice to him in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive\u2019s own tax advisors regarding this Agreement and payments that may be made to him or her pursuant to this Agreement.", "references": ["No Conflicts", "Withholdings", "Costs", "Financial Statements", "Non-Disparagement", "Adjustments", "Integration", "Insurances", "Confidentiality", "Disclosures", "Organizations", "Benefits", "Authorizations", "Indemnifications", "Change In Control", "Further Assurances", "Waivers", "Releases", "Assigns", "Remedies", "Indemnity", "Survival", "Books", "Forfeitures", "Venues", "Arbitration", "No Defaults", "Representations", "Effectiveness", "Brokers", "Taxes"], "gold": ["Taxes"]}
+{"input": "EACH OF THE PARTIES WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.", "references": ["Liens", "Releases", "Withholdings", "Headings", "Definitions", "Litigations", "Agreements", "Effective Dates", "Effectiveness", "Forfeitures", "Positions", "Disclosures", "Non-Disparagement", "Erisa", "No Waivers", "Expenses", "Survival", "Interpretations", "Assignments", "Defined Terms", "Indemnity", "Terms", "Enforcements", "Use Of Proceeds", "Representations", "Submission To Jurisdiction", "Waivers", "Taxes", "Authority", "Change In Control", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "From time to time on and after the date hereof, Pubco, the Company and Investor shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.", "references": ["Costs", "Base Salary", "Arbitration", "Warranties", "Sanctions", "Jurisdictions", "Vesting", "Agreements", "Duties", "Employment", "Construction", "Intellectual Property", "Sales", "Remedies", "Terms", "Assigns", "Consent To Jurisdiction", "Change In Control", "Brokers", "Enforcements", "Entire Agreements", "Successors", "Tax Withholdings", "No Defaults", "Interpretations", "Effective Dates", "Benefits", "Authority", "Fees", "Taxes", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Signatures hereon which are transmitted via facsimile or email or in electronic, .pdf or functional equivalent format shall be deemed original signatures.", "references": ["Transactions With Affiliates", "Terms", "Base Salary", "Agreements", "Integration", "Warranties", "Jurisdictions", "Costs", "Survival", "Sales", "Existence", "Intellectual Property", "Remedies", "Specific Performance", "Enforcements", "Binding Effects", "Submission To Jurisdiction", "Records", "Indemnity", "Definitions", "Benefits", "Vesting", "Confidentiality", "Amendments", "Governing Laws", "Withholdings", "Disclosures", "Interpretations", "Miscellaneous", "Successors", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be terminated by either party upon thirty (30) days\u2019 written notice, in toto or only with respect to the Property, provided that termination will not affect any rights or obligations accrued to either party prior to termination (subject to any offsetting claims for damages), including, but not limited to payment of property management fees, leasing fees and construction management fees earned to the date of termination. If, however, termination occurs before a construction project is completed, the construction management fee to be earned shall be prorated based upon the reasonably estimated portion of the applicable project that had been completed up to the date of termination). If Owner owns more than one Property subject to this Agreement, and this Agreement is terminated as to some but not all of the Property, then only commissions and management fees with respect to the Property that is subject to such termination and that accrued prior to the termination date will be due to Manager. Notwithstanding anything to the contrary contained in this Agreement, if either Owner or Manager defaults in performing any of its obligations under this Agreement, then the other party may terminate this Agreement effective upon delivery of notice of default. The indemnification obligations of the parties survive the expiration or termination of this Agreement. Manager\u2019s obligations under this Agreement for physical property management, leasing and construction management may, at Owner\u2019s election, terminate as to any particular Property upon its sale, provided that Manager\u2019s obligations for the performance of accounting and other so-called \u201cback office functions\u201d shall terminate only at such time as a final tax return with respect to the applicable Property has been prepared and filed and such customary and ordinary information related to the Property has been provided to Owner. Manager shall cooperate subsequent to any termination of this Agreement to provide final property reconciliations and other reports as reasonably requested by Owner, with the cost of services provided by Manager to be reimbursed by Owner through the final date of service.", "references": ["Participations", "Tax Withholdings", "Entire Agreements", "Authority", "Employment", "Organizations", "Approvals", "Publicity", "Qualifications", "Venues", "Definitions", "Waivers", "Titles", "Submission To Jurisdiction", "Consents", "Agreements", "Solvency", "Construction", "Terms", "Intellectual Property", "Vesting", "Representations", "Notices", "Indemnity", "Modifications", "Powers", "Successors", "Interests", "Headings", "Litigations", "Terminations"], "gold": ["Terminations"]}
+{"input": "(i)\u00a0Any default shall occur in the payment when due (whether by scheduled maturity, prepayment, acceleration or otherwise) of any principal of or any interest on the Loans, and such payment is not received (A)\u00a0in the case of any such payment constituting a Mandatory Prepayment Amount, within five Business Days of the due date therefor, or (B)\u00a0in the case of all other such payments, within one Business Day of the due date therefor, or (ii)\u00a0any default shall occur in the payment when due of any fees or other amounts owing to any Protected Party under any Loan Document or in connection herewith or therewith (in any case, other than with respect to interest calculated by reference to the Default Margin), which default shall continue for\u00a015\u00a0days after notice thereof has been given to the Borrower and the Servicer by the Administrative Agent.", "references": ["Books", "Tax Withholdings", "Brokers", "Disability", "Publicity", "Authorizations", "Erisa", "Closings", "Binding Effects", "Interpretations", "Representations", "Enforceability", "Sanctions", "No Conflicts", "Arbitration", "Notices", "Liens", "Counterparts", "Assignments", "Defined Terms", "Effectiveness", "Employment", "Agreements", "Duties", "Specific Performance", "Construction", "Change In Control", "Cooperation", "Survival", "Expenses", "Payments"], "gold": ["Payments"]}
+{"input": "Each Borrower will immediately notify the Borrower Representative of the occurrence of any Default or Unmatured Default hereunder referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a \u201cnotice of default\u201d. In the event that the Borrower Representative receives such a notice, the Borrower Representative will give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder will constitute notice to each Borrower on the date received by the Borrower Representative.", "references": ["Costs", "Existence", "Assigns", "Waiver Of Jury Trials", "Base Salary", "Solvency", "Submission To Jurisdiction", "Headings", "Qualifications", "Venues", "Agreements", "Adjustments", "Fees", "Construction", "Entire Agreements", "Successors", "Taxes", "Waivers", "Terms", "Interests", "Death", "Warranties", "Sales", "Brokers", "Approvals", "Integration", "Amendments", "Expenses", "Litigations", "Insurances", "Notices"], "gold": ["Notices"]}
+{"input": "If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)\u00a0the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b)\u00a0such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c)\u00a0to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.", "references": ["Sales", "Effective Dates", "Binding Effects", "Consents", "Subsidiaries", "Taxes", "Miscellaneous", "Venues", "Successors", "Interests", "Agreements", "Non-Disparagement", "Disability", "Death", "Qualifications", "Effectiveness", "No Conflicts", "Definitions", "Compliance With Laws", "Terminations", "Change In Control", "Assigns", "Authorizations", "Approvals", "Sanctions", "Vesting", "Benefits", "Headings", "Notices", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "For purposes of this Section\u00a02.20, the term \u201cLender\u201d includes any Issuing Bank and the term \u201capplicable Law\u201d includes FATCA.", "references": ["Terms", "Venues", "Modifications", "Authority", "Closings", "Brokers", "Representations", "Miscellaneous", "Enforceability", "Assigns", "Intellectual Property", "Definitions", "Disclosures", "Adjustments", "Death", "Agreements", "Amendments", "Interpretations", "Employment", "Records", "Qualifications", "Duties", "Notices", "Approvals", "Effective Dates", "Authorizations", "Terminations", "Anti-Corruption Laws", "Waivers", "Entire Agreements", "Taxes"], "gold": ["Taxes"]}
+{"input": "Subject to the provisions of Sections 3(b) and 3(c) hereof and/or any accelerated vesting provided under an effective agreement between the Company and the Participant, all unvested shares of Restricted Stock shall be immediately forfeited upon the Participant\u2019s Termination for any reason.", "references": ["Costs", "Governing Laws", "Titles", "Powers", "Interests", "Enforceability", "Remedies", "Effectiveness", "Venues", "Vesting", "Disclosures", "Intellectual Property", "Litigations", "Insurances", "Non-Disparagement", "Duties", "Vacations", "Assigns", "Existence", "Base Salary", "Enforcements", "Financial Statements", "Organizations", "Subsidiaries", "Solvency", "Expenses", "Erisa", "Waivers", "Participations", "Liens", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principle of conflicts of laws.\u00a0\u00a0The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any of the other provisions of this Agreement, which other provisions shall remain in full force and effect.", "references": ["Capitalization", "Indemnity", "Integration", "No Waivers", "Disclosures", "Confidentiality", "Erisa", "Venues", "Amendments", "Benefits", "Titles", "Releases", "Duties", "Consent To Jurisdiction", "Subsidiaries", "Positions", "Successors", "Terminations", "Insurances", "Consents", "Agreements", "Authorizations", "Enforceability", "Effectiveness", "Applicable Laws", "Severability", "Vacations", "Notices", "Costs", "Expenses", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All capitalized terms when used herein shall have the same respective meanings as are given such terms in the Lease unless expressly provided otherwise in this Fifth \u00a0 Amendment.", "references": ["Warranties", "Erisa", "Arbitration", "Withholdings", "Severability", "Subsidiaries", "Remedies", "Consent To Jurisdiction", "Existence", "Change In Control", "Waivers", "Forfeitures", "Costs", "Closings", "Interests", "Qualifications", "Assigns", "No Defaults", "Adjustments", "Venues", "Binding Effects", "Compliance With Laws", "Base Salary", "Construction", "Insurances", "Integration", "Further Assurances", "Participations", "Intellectual Property", "Disclosures", "Terms"], "gold": ["Terms"]}
+{"input": "During the Term (as defined below), the Executive shall have the titles of Chief Executive Officer and President of the Company, and shall have the authorities, duties and responsibilities customarily exercised by an individual serving in these positions in a corporation of the size and nature of the Company and such other authorities, duties and responsibilities as may be from time to time reasonably delegated to him by the Board of Directors of the Company (the \u201cBoard\u201d). The Executive shall faithfully and diligently discharge his duties hereunder and use his best efforts to implement the policies established by the Board from time to time. The Executive shall report to the Board. The Executive shall be elected to the Board effective on the Commencement Date (as defined in Section 3 below) and during the Term, at each annual meeting of the Company\u2019s stockholders, the Company shall nominate the Executive for election, and the Board shall recommend the election of the Executive, by the Company\u2019s stockholders as a Director, subject to the approval of such nomination by the Company\u2019s Nominating and Governance Committee. The Executive shall comply with Company policies in effect from time to time and about which he has notice, including, without limitation, policies relating to stock ownership guidelines, clawback provisions, hedging and pledging of securities and insider trading.", "references": ["Survival", "Remedies", "Indemnifications", "Construction", "Qualifications", "Terminations", "Modifications", "Assignments", "Miscellaneous", "Disclosures", "Payments", "No Waivers", "Warranties", "Binding Effects", "Effectiveness", "Interpretations", "Records", "Withholdings", "Expenses", "Base Salary", "Integration", "Representations", "Non-Disparagement", "Venues", "Intellectual Property", "Waivers", "Benefits", "Adjustments", "Applicable Laws", "Definitions", "Duties"], "gold": ["Duties"]}
+{"input": "Notwithstanding anything in this Agreement to the contrary, Buyer shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law. If the applicable withholding Party or agent determines that deduction or withholding is required pursuant to this Section\u00a02.9 , it shall give advance notice of any amount to be deducted or withheld to the Person in respect of which such deduction or withholding would be made. The Parties shall reasonably cooperate with each other, as and to the extent reasonably requested by the other Party, to minimize or eliminate to the extent permissible under applicable Laws the amount of any such deduction or withholding. To the extent the Buyer withholds any such amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was made.", "references": ["Publicity", "Assigns", "Releases", "Remedies", "Qualifications", "Submission To Jurisdiction", "Defined Terms", "Entire Agreements", "Cooperation", "Authority", "Indemnifications", "Severability", "Construction", "Payments", "Litigations", "Modifications", "Waivers", "Transactions With Affiliates", "Counterparts", "Costs", "Forfeitures", "Titles", "Notices", "Authorizations", "Interests", "Arbitration", "Approvals", "Liens", "Closings", "Warranties", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Section headings in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.", "references": ["Financial Statements", "Effectiveness", "Notices", "Disability", "Venues", "Positions", "Further Assurances", "Remedies", "Waivers", "Submission To Jurisdiction", "No Conflicts", "Vacations", "Closings", "Insurances", "Withholdings", "Costs", "Payments", "Waiver Of Jury Trials", "Governing Laws", "Arbitration", "Entire Agreements", "Liens", "Forfeitures", "Taxes", "Survival", "Consents", "Sanctions", "Titles", "Terms", "Releases", "Headings"], "gold": ["Headings"]}
+{"input": "The obligations of the parties pursuant to Sections 4.2 , 4.3 , 4.4 , 4.5 , 5.1 , 5.2 , 5.3 , 6 , 8 , 9 , 10 , 11 , 13 , 14 and 15 , as applicable, shall survive the termination of the Employee\u2019s employment hereunder for the period designated under each of those respective sections.", "references": ["Further Assurances", "Binding Effects", "Existence", "Approvals", "No Conflicts", "Construction", "Non-Disparagement", "Waiver Of Jury Trials", "Capitalization", "Closings", "Enforceability", "Consents", "Notices", "Indemnifications", "Publicity", "Indemnity", "Liens", "Waivers", "Participations", "Governing Laws", "Defined Terms", "No Defaults", "General", "Specific Performance", "Definitions", "Entire Agreements", "Modifications", "Terms", "Fees", "Enforcements", "Survival"], "gold": ["Survival"]}
+{"input": "The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee\u2019s personal data as described in this Agreement and any other Award grant materials by and among, as applicable, the Employer, the Company and any other subsidiary for the exclusive purpose of implementing, administering and managing the Optionee\u2019s participation in the Plan.", "references": ["Existence", "Terms", "No Defaults", "Integration", "Indemnity", "Authority", "Fees", "General", "Financial Statements", "Representations", "Authorizations", "Tax Withholdings", "Non-Disparagement", "Expenses", "Cooperation", "Powers", "Counterparts", "Use Of Proceeds", "Qualifications", "Consent To Jurisdiction", "Disability", "Miscellaneous", "Adjustments", "Solvency", "Applicable Laws", "Costs", "Effective Dates", "Modifications", "Change In Control", "Titles", "Consents"], "gold": ["Consents"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF GEORGIA.", "references": ["Qualifications", "Benefits", "Liens", "Interpretations", "Disclosures", "Titles", "Sanctions", "Assignments", "Transactions With Affiliates", "Approvals", "Entire Agreements", "Amendments", "Payments", "Forfeitures", "Taxes", "Survival", "Sales", "Costs", "Severability", "Employment", "Waiver Of Jury Trials", "Representations", "Tax Withholdings", "Books", "Successors", "Headings", "Closings", "Base Salary", "Miscellaneous", "Applicable Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Second Amendment shall be a contract made under and governed by the laws of the State of New York without giving effect to its principles of conflicts of laws.", "references": ["Assignments", "Terminations", "Non-Disparagement", "Forfeitures", "Existence", "Construction", "Publicity", "Death", "General", "No Conflicts", "Costs", "Insurances", "Indemnity", "Vacations", "Withholdings", "Sales", "Binding Effects", "Taxes", "Erisa", "Miscellaneous", "Authority", "Fees", "Effectiveness", "Vesting", "Definitions", "Transactions With Affiliates", "Waivers", "Positions", "Financial Statements", "Arbitration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights, remedies and obligations of the parties hereto and thereto, and any claim, controversy or dispute arising under or related to this Agreement or such Loan Document, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without reference to its conflict of law provisions (other than Section\u00a05-1401 of the General Obligations Law).", "references": ["Powers", "Withholdings", "Construction", "Financial Statements", "Duties", "Vesting", "No Defaults", "Publicity", "Organizations", "Approvals", "Positions", "Sales", "Notices", "Consents", "Erisa", "Books", "Costs", "Disability", "Releases", "Authorizations", "Liens", "Venues", "Sanctions", "Counterparts", "Indemnity", "Waivers", "Vacations", "Closings", "Titles", "Representations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The headings used herein are used only for convenience of reference and are not to be considered to be a part of this Lease or to be used in determining the intent of the parties hereto.", "references": ["Litigations", "Books", "Tax Withholdings", "No Conflicts", "Amendments", "Erisa", "Consents", "Sales", "Warranties", "Withholdings", "Death", "Enforcements", "Effectiveness", "Brokers", "Existence", "Indemnifications", "Remedies", "Counterparts", "Benefits", "Sanctions", "Releases", "Waiver Of Jury Trials", "General", "Transactions With Affiliates", "Forfeitures", "Modifications", "Financial Statements", "Participations", "Taxes", "Notices", "Headings"], "gold": ["Headings"]}
+{"input": "Any notice required or permitted under this Agreement shall be deemed given when delivered either personally, by overnight courier, or when deposited in a United States Post Office, postage prepaid, addressed as appropriate, to the Participant either at his/her address set forth below or such other address as he or she may designate in writing to the Company, or to the Company: Attention: Vice President \u2013 Legal (or said designee), at the Company\u2019s address or such other address as the Company may designate in writing to the Participant.", "references": ["Solvency", "Defined Terms", "Applicable Laws", "Withholdings", "Capitalization", "Disability", "Representations", "Further Assurances", "Positions", "Costs", "Benefits", "Insurances", "Tax Withholdings", "Consents", "Books", "Indemnifications", "Consent To Jurisdiction", "Financial Statements", "Arbitration", "Integration", "Liens", "Forfeitures", "Submission To Jurisdiction", "Authorizations", "Intellectual Property", "Warranties", "Vesting", "Releases", "Interpretations", "Closings", "Notices"], "gold": ["Notices"]}
+{"input": "The Company hereby appoints Executive, and Executive shall serve, as Chief Executive Officer. Executive shall report to the Managing Members or Managers or other governing body pursuant to the terms of the Company's limited liability company agreement as amended from time to time (the \"Board\"). The Executive shall have such duties and responsibilities as are consistent with Executive's position.", "references": ["Modifications", "No Conflicts", "Disclosures", "Effectiveness", "Publicity", "Records", "Costs", "Change In Control", "Sanctions", "Subsidiaries", "Anti-Corruption Laws", "Disability", "Indemnifications", "Erisa", "Fees", "Authorizations", "Waivers", "Confidentiality", "Tax Withholdings", "No Defaults", "Notices", "Severability", "Benefits", "Agreements", "Warranties", "Insurances", "No Waivers", "Venues", "Definitions", "Applicable Laws", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all prior or contemporaneous oral or written agreements and understandings with respect to the subject matter hereof. All exhibits to this Agreement are hereby incorporated herein by reference. No purchase order delivered by Buyer under this Agreement shall modify or supplement the terms and provisions of this Agreement, the parties acknowledging and agreeing that any different or supplemental terms contained therein are contained therein solely for the convenience of Buyer so that Buyer may use its standard purchase orders and shall have no effect whatsoever on this Agreement and shall be treated as if they do not exist. This Agreement may not be changed or modified orally or by any such purchase order, but only by an instrument in writing signed by the parties hereto which instrument unequivocally states that it is an amendment to this Agreement.", "references": ["Arbitration", "Non-Disparagement", "Assignments", "Approvals", "Enforcements", "Existence", "Benefits", "Costs", "Taxes", "Payments", "Disclosures", "Tax Withholdings", "Indemnifications", "Qualifications", "Organizations", "Applicable Laws", "Forfeitures", "Base Salary", "Releases", "Subsidiaries", "Consents", "Sanctions", "Insurances", "Brokers", "Notices", "Records", "Enforceability", "Waivers", "Vesting", "Books", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The parties hereto agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement. The section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.", "references": ["Assigns", "Withholdings", "No Conflicts", "Compliance With Laws", "Adjustments", "Terminations", "Interpretations", "Indemnity", "Consent To Jurisdiction", "Liens", "Miscellaneous", "Agreements", "Submission To Jurisdiction", "Benefits", "Enforcements", "Entire Agreements", "Participations", "Non-Disparagement", "Taxes", "Indemnifications", "Closings", "Duties", "Vacations", "Expenses", "Solvency", "Fees", "Death", "Waivers", "Base Salary", "Anti-Corruption Laws", "Construction"], "gold": ["Construction"]}
+{"input": "By signing below, Employee represents and warrants that Employee: (a)\u00a0has carefully read and understands the terms of this Release; (b)\u00a0is entering into the Release knowingly, voluntarily and of Employee\u2019s own free will; (c)\u00a0understands its terms and significance and intends to abide by its provisions without exception; (d)\u00a0has not made any false statements or representations in connection with this Release; and (e)\u00a0has not transferred or assigned to any person or entity not a party to this Release any claim or right released hereunder, and Employee agrees to indemnify the Company and hold it harmless against any claim (including claims for attorney\u2019s fees or costs actually incurred, regardless of whether litigation has commenced) based on or arising out of any alleged assignment or transfer of a claim by Employee.", "references": ["Powers", "Organizations", "Participations", "Releases", "No Defaults", "Expenses", "Specific Performance", "Jurisdictions", "Tax Withholdings", "No Conflicts", "Records", "Liens", "Submission To Jurisdiction", "Disability", "Enforceability", "Forfeitures", "Transactions With Affiliates", "Notices", "General", "Brokers", "Compliance With Laws", "Waiver Of Jury Trials", "Agreements", "Vacations", "Vesting", "Books", "Modifications", "Binding Effects", "Fees", "Arbitration", "Representations"], "gold": ["Representations"]}
+{"input": "The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Agreement with respect to all Expenses incurred or suffered by the Indemnitee as a result of the service, attendance or appearance by the Indemnitee as a witness (or in any other non-party capacity) in any Proceeding (including any part of a Proceeding such as appearance at a hearing, deposition or trial or any actions taken in response to any subpoena, order, discovery request or the like) if such service, attendance or appearance relates to or results from the Indemnitee\u2019s Corporate Status or by reason of any action alleged to have been taken or omitted in such capacity.", "references": ["Assigns", "Terms", "Adjustments", "Notices", "Definitions", "Applicable Laws", "Representations", "Positions", "Agreements", "Specific Performance", "Cooperation", "Counterparts", "Litigations", "Defined Terms", "Indemnity", "Modifications", "Sanctions", "Fees", "Consents", "No Waivers", "Powers", "Successors", "Submission To Jurisdiction", "Capitalization", "Consent To Jurisdiction", "Sales", "Employment", "Binding Effects", "Releases", "Financial Statements", "Costs"], "gold": ["Costs"]}
+{"input": "The provisions of this Agreement will survive any termination of the Relationship for any reason, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on Consultant\u2019s part. Consultant agrees Company may communicate Consultant\u2019s obligations under this Agreement to any third party.", "references": ["Definitions", "Approvals", "Sales", "Fees", "Remedies", "Further Assurances", "Costs", "Counterparts", "Disability", "Compliance With Laws", "Governing Laws", "Positions", "Integration", "Publicity", "Amendments", "Duties", "Participations", "Indemnity", "Powers", "Benefits", "Interpretations", "Interests", "Consent To Jurisdiction", "Existence", "Liens", "Successors", "Enforcements", "Modifications", "Erisa", "No Waivers", "Survival"], "gold": ["Survival"]}
+{"input": "Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction.\u00a0\u00a0In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.", "references": ["Releases", "Litigations", "Base Salary", "Death", "Records", "Defined Terms", "Interests", "Benefits", "Construction", "Transactions With Affiliates", "Participations", "Sales", "Venues", "Enforcements", "Insurances", "Counterparts", "Enforceability", "Waiver Of Jury Trials", "Notices", "Withholdings", "Approvals", "Duties", "Brokers", "Non-Disparagement", "Assignments", "Consents", "Further Assurances", "Subsidiaries", "Assigns", "Closings", "Severability"], "gold": ["Severability"]}
+{"input": "Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Agreement would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages, in addition to any other equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law.", "references": ["Confidentiality", "Transactions With Affiliates", "Use Of Proceeds", "Qualifications", "Representations", "Solvency", "Waivers", "Agreements", "Titles", "Disclosures", "Benefits", "Erisa", "Capitalization", "Sales", "Definitions", "Successors", "Specific Performance", "Interests", "Records", "Further Assurances", "Consents", "Authorizations", "Closings", "Approvals", "Withholdings", "Positions", "Assigns", "Duties", "Construction", "Headings", "Remedies"], "gold": ["Remedies"]}
+{"input": "Except as prohibited by the restrictions provided in this Section\u00a014(a), Section 14(b) and Section\u00a014(c), the Company shall indemnify, defend and hold harmless the Adviser, the Sub-Adviser and their Affiliates, including their respective officers, directors, equity holders, partners, members and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder and under the Sub-Advisory Agreement, and related expenses, including reasonable attorneys\u2019 fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance.", "references": ["Death", "Effectiveness", "Forfeitures", "Severability", "Subsidiaries", "Agreements", "Use Of Proceeds", "Positions", "Closings", "Compliance With Laws", "Enforcements", "Governing Laws", "Base Salary", "Taxes", "Specific Performance", "Qualifications", "Remedies", "Benefits", "General", "Vacations", "Waiver Of Jury Trials", "Definitions", "Authorizations", "Terms", "Intellectual Property", "Submission To Jurisdiction", "Modifications", "Change In Control", "Liens", "Employment", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Seller has the requisite power and authority to enter into, execute, deliver and perform this Agreement, and/or to consummate all transactions contemplated thereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate or partnership proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement is the valid and legally binding obligation of Seller, enforceable against each of them in accordance with the terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.", "references": ["Books", "Terminations", "Waiver Of Jury Trials", "Defined Terms", "Jurisdictions", "Consents", "Counterparts", "Payments", "Specific Performance", "Warranties", "Qualifications", "Severability", "Consent To Jurisdiction", "No Defaults", "Litigations", "Brokers", "Integration", "Applicable Laws", "Indemnity", "Liens", "Use Of Proceeds", "Intellectual Property", "Insurances", "Taxes", "Entire Agreements", "Enforceability", "Organizations", "Construction", "Assigns", "Adjustments", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "You have up to 45 days after you first receive this Agreement to review it. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. You have seven days after you sign this Agreement to revoke it. If you wish to revoke this Agreement after signing it, you may do so by delivering a letter of revocation to me within that seven-day period. If you do not revoke this Agreement within that time period, this Agreement will become effective on the eighth day after the date you sign it (the \u201cEffective Date\u201d). Because of the seven-day revocation period, no part of this Agreement will become effective or enforceable until the Effective Date.", "references": ["Severability", "Positions", "Titles", "Disability", "Insurances", "Organizations", "Submission To Jurisdiction", "Warranties", "Assignments", "Enforcements", "Tax Withholdings", "Consents", "Entire Agreements", "Successors", "Approvals", "Binding Effects", "Benefits", "Costs", "Liens", "Terminations", "Sales", "No Defaults", "Consent To Jurisdiction", "Amendments", "Construction", "Modifications", "No Conflicts", "Assigns", "Applicable Laws", "Death", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Each party\u2019s obligations under this Section \u00a02.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.", "references": ["Governing Laws", "Defined Terms", "Closings", "Disclosures", "Change In Control", "Entire Agreements", "Assignments", "Qualifications", "Adjustments", "Powers", "Vacations", "Releases", "Taxes", "Notices", "Counterparts", "Effectiveness", "Severability", "Enforceability", "Authorizations", "Existence", "Records", "Interests", "Consents", "Anti-Corruption Laws", "Publicity", "Fees", "Vesting", "Liens", "Integration", "Indemnifications", "Survival"], "gold": ["Survival"]}
+{"input": "The Agent shall have received from the Borrowers (or shall be satisfied with arrangements made for the payment thereof) such fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby pursuant to the terms of the Loan Agreement, provided that, neither Agent nor any Lender shall be entitled to a fee in respect of this Amendment.", "references": ["Remedies", "Costs", "Tax Withholdings", "Interpretations", "Existence", "Compliance With Laws", "Records", "Confidentiality", "Binding Effects", "Waiver Of Jury Trials", "Terminations", "Consents", "Effective Dates", "Capitalization", "Effectiveness", "Insurances", "Vesting", "Successors", "Releases", "Disclosures", "Publicity", "Definitions", "Powers", "Participations", "Venues", "Approvals", "Vacations", "Authorizations", "Sales", "Modifications", "Expenses"], "gold": ["Expenses"]}
+{"input": "Schedule 7.1.(f) is, as of the Agreement Date, a complete and correct listing of all real estate assets of the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the current occupancy status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the status of completion of such Property.\u00a0\u00a0Schedule\u00a04.1. is, as of the Agreement Date, a complete and correct listing of all Unencumbered Properties.\u00a0\u00a0Each of the Parent, the Borrower, each other Loan Party and each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in, its respective assets.", "references": ["Agreements", "Benefits", "Solvency", "Binding Effects", "Governing Laws", "Books", "Change In Control", "Vacations", "Adjustments", "Duties", "Defined Terms", "Withholdings", "Transactions With Affiliates", "Further Assurances", "Subsidiaries", "Notices", "Base Salary", "Headings", "Modifications", "Publicity", "Remedies", "Death", "Payments", "Waiver Of Jury Trials", "Effective Dates", "Anti-Corruption Laws", "Powers", "Fees", "Arbitration", "Litigations", "Liens"], "gold": ["Liens"]}
+{"input": "All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and actual days elapsed. \u00a0All other computations of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed.\u00a0 Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section\u00a02.12(a) , bear interest for one (1)\u00a0day.\u00a0 Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable.\u00a0 The rates of interest under this Agreement are nominal rates, and not effective rates or yields.\u00a0 The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.", "references": ["Severability", "Forfeitures", "Employment", "Applicable Laws", "Terminations", "Powers", "Survival", "Records", "Enforceability", "Organizations", "Withholdings", "Cooperation", "Assignments", "Titles", "Entire Agreements", "Releases", "Arbitration", "Books", "Authorizations", "Headings", "No Waivers", "Further Assurances", "Publicity", "Sales", "Interests", "Remedies", "Transactions With Affiliates", "Vesting", "Base Salary", "No Defaults", "Fees"], "gold": ["Fees"]}
+{"input": "Section\u00a011.10(b), (c) and (d)\u00a0of the Credit Agreement are incorporated herein mutatis mutandis .", "references": ["Base Salary", "Closings", "Assigns", "Specific Performance", "Intellectual Property", "Indemnity", "Effective Dates", "No Waivers", "Change In Control", "Benefits", "Books", "Venues", "Records", "Interests", "Waiver Of Jury Trials", "Expenses", "Representations", "Arbitration", "Death", "Transactions With Affiliates", "Consent To Jurisdiction", "Disclosures", "Binding Effects", "Positions", "Consents", "Remedies", "Miscellaneous", "Terminations", "Existence", "Liens", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The proceeds of (a) the Closing Date Term Loans, together with the proceeds of any Revolving Loans drawn on the Closing Date and cash on hand, will be used to refinance in full the Existing Credit Agreement and to pay the Transaction Expenses, and (b) any Revolving Loans may be used to replace, backstop or cash collateralize letters of credit on the Closing Date and for general corporate purposes and for any other purpose not prohibited by the Loan Documents.", "references": ["Capitalization", "Binding Effects", "Withholdings", "Tax Withholdings", "Submission To Jurisdiction", "No Waivers", "Existence", "Positions", "Defined Terms", "Terminations", "Modifications", "Integration", "Intellectual Property", "Books", "No Defaults", "Miscellaneous", "Disclosures", "No Conflicts", "Assigns", "Approvals", "Disability", "Qualifications", "Specific Performance", "Non-Disparagement", "Terms", "Counterparts", "Indemnity", "Vesting", "General", "Duties", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Except for the definitions set forth in this Agreement, the headings of the articles, sections, paragraphs and subdivisions of this Agreement are for convenience of reference only, are not to be considered a pan hereof, and shall not limit or otherwise affect any of the terms hereof. Unless otherwise expressly indicated, all references in this Agreement to a section or an exhibit are to a section or an exhibit of this Agreement. All exhibits referred to in this Agreement are an integral part of it and are incorporated by reference in it.", "references": ["Vesting", "Indemnity", "Titles", "Change In Control", "Enforceability", "Qualifications", "Interests", "Survival", "Positions", "Withholdings", "Brokers", "Expenses", "Assigns", "Insurances", "Solvency", "Liens", "Effective Dates", "Miscellaneous", "Modifications", "Financial Statements", "Defined Terms", "Counterparts", "Disclosures", "Base Salary", "Interpretations", "Sales", "Closings", "Payments", "Fees", "Sanctions", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement may be amended by the parties in an executed document and on a mutually agreeable basis.", "references": ["Cooperation", "Taxes", "Survival", "Indemnifications", "Headings", "Releases", "Tax Withholdings", "Disclosures", "Payments", "Subsidiaries", "Agreements", "Erisa", "Participations", "Books", "Authority", "Venues", "Definitions", "Waivers", "Arbitration", "Vacations", "Further Assurances", "Notices", "Jurisdictions", "Expenses", "Benefits", "Litigations", "Capitalization", "Consents", "Miscellaneous", "Approvals", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement shall inure to the benefit of and shall bind the respective heirs, executors, administrators, successors and assigns of Seller and Purchaser.", "references": ["Specific Performance", "Disability", "Indemnifications", "Enforceability", "Definitions", "Miscellaneous", "Indemnity", "Records", "No Waivers", "Survival", "Qualifications", "Integration", "Duties", "Expenses", "Employment", "Forfeitures", "Counterparts", "Construction", "Liens", "Governing Laws", "Submission To Jurisdiction", "Modifications", "Enforcements", "Vesting", "Adjustments", "Publicity", "Terminations", "Subsidiaries", "Costs", "Fees", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "No Grantor is party to any Material Contracts or licenses which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein.", "references": ["Successors", "Disclosures", "Costs", "Assigns", "Consent To Jurisdiction", "Insurances", "Enforcements", "Waivers", "Effective Dates", "General", "Adjustments", "Anti-Corruption Laws", "Warranties", "Positions", "Financial Statements", "Binding Effects", "Vacations", "Assignments", "Authorizations", "Construction", "Disability", "Expenses", "Modifications", "Transactions With Affiliates", "Duties", "Specific Performance", "Arbitration", "Subsidiaries", "Titles", "Confidentiality", "Agreements"], "gold": ["Agreements"]}
+{"input": "The properties of the Borrower and each of its Subsidiaries are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers, including self-insurance to the extent customary.", "references": ["Confidentiality", "Records", "Specific Performance", "Assignments", "Interpretations", "Transactions With Affiliates", "Waivers", "Powers", "Disclosures", "Indemnifications", "Indemnity", "Modifications", "Financial Statements", "Survival", "Effectiveness", "Solvency", "Governing Laws", "No Conflicts", "Consents", "Amendments", "Tax Withholdings", "Headings", "Enforcements", "Anti-Corruption Laws", "Duties", "Construction", "Authorizations", "Benefits", "Base Salary", "Terms", "Insurances"], "gold": ["Insurances"]}
+{"input": "Capitalized terms used in this Amendment (including capitalized terms used in the Recitals) that are not otherwise defined herein have the respective meanings ascribed to them in the Loan Agreement.\u00a0 The following definitions are hereby incorporated into the Loan Agreement.", "references": ["Costs", "Representations", "Insurances", "Agreements", "Vesting", "Solvency", "Positions", "Capitalization", "Terms", "Adjustments", "Existence", "Sales", "Construction", "Employment", "Defined Terms", "Specific Performance", "General", "Financial Statements", "Brokers", "Sanctions", "Publicity", "Remedies", "Interests", "Counterparts", "Indemnifications", "Forfeitures", "Jurisdictions", "Waiver Of Jury Trials", "Notices", "Non-Disparagement", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Arizona. Each party consents to the jurisdiction and venue of the state or federal courts in Phoenix, Arizona, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement, and agrees that the state or federal courts in Phoenix, Arizona shall have exclusive jurisdiction over any dispute arising between the parties related to this Agreement or Executive\u2019s employment with the Company.", "references": ["Construction", "Records", "No Waivers", "Powers", "Further Assurances", "Releases", "Counterparts", "Notices", "Financial Statements", "Terminations", "Authorizations", "Waiver Of Jury Trials", "Applicable Laws", "Authority", "Duties", "Representations", "Books", "Interpretations", "Assignments", "Taxes", "Consent To Jurisdiction", "Forfeitures", "Fees", "Enforceability", "Agreements", "Payments", "Arbitration", "Intellectual Property", "Withholdings", "Disability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In the event of your termination of employment prior to the end of the Measuring Period, other than by reason of death, Disability (as defined in Appendix A to this Agreement), Retirement (as defined in Appendix A to this Agreement), or involuntary termination without Cause (as defined in Appendix A to this Agreement), all of your Performance Shares and rights to payment of any Shares shall be immediately and irrevocably forfeited. In the event of your termination of employment prior to the end of the Measuring Period by reason of Disability, Retirement, or involuntary termination without Cause, you shall be entitled to receive, after the end of the Measuring Period, the number of Shares determined by the Committee pursuant to this Agreement, but prorated for your active service time with the Company during the Measuring Period, provided, however, in the event of your involuntary termination without Cause, that you have signed a general release and non-competition/non-solicitation agreement provided to you by the Company at that time. In the event of your death prior to the end of the Measuring Period, your estate shall be entitled to receive, within a practicable time after your death, payment of the Performance Shares at the threshold performance level, but prorated for your active service time with the Company during the Measuring Period.", "references": ["Financial Statements", "Consents", "Base Salary", "Effective Dates", "Subsidiaries", "Indemnifications", "Qualifications", "Use Of Proceeds", "Effectiveness", "Releases", "Modifications", "Brokers", "Insurances", "Erisa", "Enforcements", "Payments", "Employment", "Waiver Of Jury Trials", "Existence", "Authorizations", "Compliance With Laws", "Construction", "Assignments", "Liens", "Positions", "Remedies", "Interests", "Consent To Jurisdiction", "Entire Agreements", "Indemnity", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The effective date of the State Farm's Policy must be no earlier than the date (and time, if the effective date includes time) of recording of the mortgage.", "references": ["No Waivers", "Entire Agreements", "Miscellaneous", "Titles", "Publicity", "Taxes", "Payments", "Intellectual Property", "Warranties", "Construction", "Forfeitures", "General", "Vesting", "Subsidiaries", "Indemnifications", "Consent To Jurisdiction", "Enforcements", "Benefits", "Organizations", "Liens", "Integration", "Confidentiality", "Adjustments", "Disability", "Severability", "Cooperation", "Headings", "Authorizations", "Submission To Jurisdiction", "Amendments", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Purchasers may terminate this Agreement (i) at any time prior to the Closing Date by written notice signed by all Purchasers to Company if Purchasers shall decline to purchase the Subordinated Notes for any reason permitted by this Agreement or (ii) on the Closing Date if any condition described in Section 3.2 is not fulfilled by the Company or waived in writing by the Purchasers on or prior to the Closing Date.\u00a0 Any termination pursuant to this Section shall be without liability on the part of (a) Company to Purchasers or (b) Purchasers to Company.", "references": ["Sanctions", "Integration", "Use Of Proceeds", "Amendments", "Definitions", "Effectiveness", "Authorizations", "No Waivers", "Terms", "Brokers", "Survival", "Headings", "Organizations", "Financial Statements", "Entire Agreements", "Transactions With Affiliates", "Assigns", "Payments", "Enforceability", "Duties", "Withholdings", "Subsidiaries", "Vesting", "Governing Laws", "Jurisdictions", "Warranties", "Agreements", "Representations", "Positions", "Submission To Jurisdiction", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement shall not be assigned by Guarantor or Seller (including by operation of law or otherwise), except in connection with an assignment permitted under the APA or the other Transaction Documents.\u00a0\u00a0Any purported assignment of this Agreement in violation of this Section 3.10 shall be null and void.", "references": ["General", "Authorizations", "Solvency", "Entire Agreements", "Insurances", "Death", "Disability", "Consents", "Confidentiality", "Approvals", "Construction", "Arbitration", "Liens", "Terminations", "Non-Disparagement", "Benefits", "Adjustments", "Counterparts", "Tax Withholdings", "Organizations", "Existence", "Sanctions", "Taxes", "Erisa", "Releases", "Definitions", "Powers", "Sales", "Capitalization", "Publicity", "Assignments"], "gold": ["Assignments"]}
+{"input": "Except as set forth in the SEC Reports, there is not pending or, to the Company\u2019s Knowledge, threatened or contemplated, any action, suit or proceeding to which the Company is a party or of which any property or assets of the Company is the subject before or by any court or governmental agency, authority or body, or any arbitrator, which, individually or in the aggregate, (i)\u00a0adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)\u00a0could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. There are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required to be described in the SEC Reports that have not been so described. Neither the Company nor any director or officer of the Company is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company\u2019s Knowledge, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.", "references": ["Further Assurances", "Use Of Proceeds", "Interests", "Effectiveness", "Survival", "Books", "Liens", "Insurances", "Counterparts", "Cooperation", "Waiver Of Jury Trials", "Venues", "Qualifications", "Brokers", "Applicable Laws", "Fees", "Entire Agreements", "Headings", "Solvency", "No Conflicts", "Miscellaneous", "Erisa", "Records", "Death", "Adjustments", "Terms", "Titles", "Tax Withholdings", "Enforcements", "Governing Laws", "Litigations"], "gold": ["Litigations"]}
+{"input": "I, Christopher Santi, do hereby release and discharge Healthier Choices Management Corp. and each of its parent companies, subsidiaries, each of the respective direct and indirect equity owners of any of the foregoing, each of the respective Affiliates of any of the foregoing, and each of the respective officers, directors, members, managers, partners, equity owners, employees, representatives and agents of any of the foregoing (collectively, the \u201c Employer Affiliates \u201d, and each an \u201c Employer Affiliate \u201d) from any and all claims, demands or liabilities whatsoever, whether known or unknown or suspected to exist by me, which I ever had or may now have against any Employer Affiliate, from the beginning of time to the Effective Date (as defined below), including, without limitation, any claims, demands or liabilities in connection with my employment, including wrongful termination, constructive discharge, breach of express or implied contract, unpaid wages, benefits, attorneys\u2019 fees or pursuant to any federal, state, or local employment laws, regulations, or executive orders prohibiting inter alia , age, race, color, sex, national origin, religion, handicap, veteran status, and disability discrimination, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, and any similar state statute or any state statute relating to employee benefits or pensions but specifically excluding claims, demands or liabilities related to my ownership of equity in Holdings or for indemnification in connection with my service as a director or officer of the Company or any of its Affiliates. I fully understand that if any fact with respect to which this Release is executed is found hereafter to be other than or different from the facts believed by me to be true, I expressly accept and assume the risk of such possible difference in fact and agree that the release set forth herein shall be and remain effective notwithstanding such difference in fact. I acknowledge and agree that no consideration other than as provided for by the Amended and Restated Employment Agreement has been or will be paid or furnished by any Employer Affiliate.", "references": ["Non-Disparagement", "Miscellaneous", "Disclosures", "No Defaults", "Compliance With Laws", "Intellectual Property", "Cooperation", "Transactions With Affiliates", "Interpretations", "Enforcements", "Financial Statements", "Forfeitures", "Adjustments", "Definitions", "Defined Terms", "Applicable Laws", "Remedies", "Indemnity", "Entire Agreements", "Amendments", "Positions", "Participations", "Sales", "Books", "Publicity", "Fees", "Arbitration", "Employment", "Specific Performance", "Powers", "Releases"], "gold": ["Releases"]}
+{"input": "You will be entitled to paid time off according to the Company\u2019s standard policies.", "references": ["Jurisdictions", "Tax Withholdings", "Confidentiality", "No Conflicts", "Counterparts", "Waivers", "Specific Performance", "No Waivers", "Fees", "Costs", "Benefits", "Effectiveness", "Forfeitures", "Binding Effects", "Insurances", "Remedies", "Withholdings", "Terminations", "Survival", "Disability", "Authority", "Indemnifications", "Financial Statements", "Submission To Jurisdiction", "Effective Dates", "Subsidiaries", "Further Assurances", "Miscellaneous", "Assignments", "Change In Control", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section\u00a011.06.", "references": ["Death", "Records", "Brokers", "Employment", "Vesting", "Successors", "Solvency", "Arbitration", "Enforceability", "Disability", "Survival", "Warranties", "Tax Withholdings", "Further Assurances", "Jurisdictions", "Indemnity", "Specific Performance", "Authority", "Publicity", "Terminations", "Payments", "Consents", "Intellectual Property", "Headings", "Positions", "Approvals", "Representations", "Submission To Jurisdiction", "Litigations", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As compensation for all services to be rendered by Executive under this Agreement, the Company shall pay to Executive an annualized salary of four hundred thousand Dollars ($400,000), less applicable tax and other authorized applicable withholdings (the \u201c Base Salary \u201d), which shall be paid in accordance with the Company\u2019s normal payroll procedures and policies. Executive\u2019s salary will be reviewed, and if appropriate, adjusted, on an annual basis at or after the end of each calendar year.", "references": ["Vacations", "Employment", "Payments", "Warranties", "Qualifications", "Disclosures", "Authorizations", "Change In Control", "Organizations", "Solvency", "Records", "Withholdings", "Powers", "Headings", "Binding Effects", "Governing Laws", "Disability", "Releases", "Consent To Jurisdiction", "Subsidiaries", "Waiver Of Jury Trials", "Consents", "General", "Costs", "Construction", "Duties", "Publicity", "Modifications", "Assigns", "Submission To Jurisdiction", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Purchase Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.\u00a0 The execution of this Purchase Agreement may be by actual or facsimile signature.", "references": ["No Waivers", "Miscellaneous", "Brokers", "Compliance With Laws", "Intellectual Property", "Consents", "Warranties", "Use Of Proceeds", "Enforcements", "Entire Agreements", "Participations", "Definitions", "Payments", "Records", "Governing Laws", "Approvals", "Disclosures", "Releases", "Disability", "Effectiveness", "Integration", "Representations", "Specific Performance", "Successors", "Headings", "Solvency", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Taxes", "Further Assurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "By accepting this Award, Participant expressly warrants that he or she has received an Award of Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.", "references": ["Sanctions", "Payments", "Venues", "Further Assurances", "Indemnity", "Duties", "Remedies", "Tax Withholdings", "Effectiveness", "Cooperation", "Consents", "Liens", "Survival", "Adjustments", "Effective Dates", "Costs", "Existence", "Waiver Of Jury Trials", "Transactions With Affiliates", "Interpretations", "General", "Miscellaneous", "No Conflicts", "Specific Performance", "Notices", "Terms", "Capitalization", "Publicity", "Binding Effects", "Participations", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement and the Award evidenced hereby are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the PSUs hereunder subject to all terms and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, then the Plan shall govern and prevail.", "references": ["Death", "Miscellaneous", "Entire Agreements", "Submission To Jurisdiction", "Warranties", "Withholdings", "Records", "Taxes", "Effectiveness", "Tax Withholdings", "Employment", "Use Of Proceeds", "Disclosures", "Expenses", "Positions", "Integration", "Compliance With Laws", "Duties", "Participations", "Capitalization", "Subsidiaries", "Notices", "Representations", "Jurisdictions", "Indemnity", "Interpretations", "Publicity", "Transactions With Affiliates", "Specific Performance", "Assigns", "Construction"], "gold": ["Construction"]}
+{"input": "To the extent not pre-empted by federal law, this Plan shall be construed, administered and governed in accordance with and governed by the laws of the State of Kansas, without regard to any conflict of law principles. Subject to the Executive Benefits Claims Procedure, any action concerning this Plan shall be brought in a court of competent jurisdiction in Johnson County, Kansas, and each party consents to the venue and jurisdiction of such court.", "references": ["Closings", "Remedies", "Applicable Laws", "Waivers", "Venues", "Anti-Corruption Laws", "Fees", "Capitalization", "Amendments", "Withholdings", "Titles", "Effective Dates", "Taxes", "Consents", "Benefits", "Miscellaneous", "Counterparts", "Transactions With Affiliates", "Jurisdictions", "Duties", "Authorizations", "Survival", "Consent To Jurisdiction", "Terms", "Modifications", "General", "Authority", "Existence", "Change In Control", "Organizations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, along with the documents incorporated by reference herein, 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 and signed by the Company and Executive.", "references": ["Definitions", "General", "Payments", "Duties", "Existence", "Transactions With Affiliates", "Confidentiality", "Waiver Of Jury Trials", "Sales", "Submission To Jurisdiction", "Applicable Laws", "Non-Disparagement", "Modifications", "Liens", "No Waivers", "Cooperation", "Expenses", "Capitalization", "Miscellaneous", "Severability", "Books", "Indemnity", "Enforceability", "Use Of Proceeds", "No Conflicts", "Subsidiaries", "Anti-Corruption Laws", "Base Salary", "Change In Control", "Disclosures", "Integration"], "gold": ["Integration"]}
+{"input": "This Settlement Agreement constitutes the complete agreement of\u00a0the Parties with respect to the subject matter hereof and supersedes and replaces any prior negotiations, mediations, proposed agreements or agreements, whether written or oral. This Settlement Agreement may be modified only by a writing signed by all Parties.", "references": ["Positions", "Terminations", "Cooperation", "Sales", "Assignments", "Counterparts", "Brokers", "Benefits", "Remedies", "Approvals", "Capitalization", "Binding Effects", "Further Assurances", "Subsidiaries", "Definitions", "Confidentiality", "Use Of Proceeds", "Sanctions", "Construction", "Disclosures", "Agreements", "Compliance With Laws", "Modifications", "Authority", "Vacations", "Financial Statements", "Solvency", "Duties", "Liens", "Governing Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company\u2019s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Required Approvals and except: (i)\u00a0as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors\u2019 rights generally; (ii)\u00a0as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii)\u00a0insofar as indemnification and contribution provisions may be limited by applicable law.", "references": ["Tax Withholdings", "Further Assurances", "Authority", "Forfeitures", "Intellectual Property", "Interpretations", "Approvals", "Litigations", "Indemnity", "Remedies", "Benefits", "Subsidiaries", "Insurances", "Integration", "Fees", "Specific Performance", "Base Salary", "Organizations", "No Defaults", "Entire Agreements", "Expenses", "Confidentiality", "Records", "Indemnifications", "Consent To Jurisdiction", "Warranties", "Cooperation", "Participations", "Brokers", "Releases", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "It is not relying on any representation, warranty or covenant made by either AFG or the Company with respect to the Transactions other than as set forth in this Agreement and acknowledges that AFG and the Company are relying on its representations, warranties, acknowledgements, agreements and undertakings in this Agreement in engaging in the purchase of the AMPS from the Holders, and would not engage in such purchase in the absence of such representations, warranties, acknowledgements, agreements and undertakings.", "references": ["Capitalization", "Venues", "Terminations", "Successors", "Publicity", "Subsidiaries", "Modifications", "Disability", "No Waivers", "Records", "Counterparts", "Integration", "Entire Agreements", "Anti-Corruption Laws", "Submission To Jurisdiction", "Terms", "Definitions", "Waiver Of Jury Trials", "General", "Consent To Jurisdiction", "Jurisdictions", "Employment", "Assignments", "Withholdings", "Insurances", "No Defaults", "Benefits", "Forfeitures", "Indemnity", "Closings", "Representations"], "gold": ["Representations"]}
+{"input": "This Agreement, including Schedule 1 hereto and the Employee Agreement, constitute the entire agreement between the parties respecting the employment of Executive, there being no representations, warranties or commitments except as set forth herein.", "references": ["Specific Performance", "Interpretations", "Survival", "Consents", "Further Assurances", "Submission To Jurisdiction", "Vesting", "Benefits", "Positions", "Waivers", "Qualifications", "Withholdings", "Brokers", "No Waivers", "Governing Laws", "Anti-Corruption Laws", "Closings", "Authority", "Capitalization", "Subsidiaries", "Forfeitures", "Severability", "Releases", "Cooperation", "Base Salary", "Counterparts", "Compliance With Laws", "Duties", "Miscellaneous", "Representations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Employer shall employ Employee, and Employee shall serve, as Executive Vice President and Chief Financial Officer for CBSI and CBNA for a term commencing on June 1, 2018 and ending on December 31, 2020 (\u201cPeriod of Employment\u201d), subject to termination as provided in paragraph 3 hereof.", "references": ["Adjustments", "Agreements", "Binding Effects", "Indemnity", "Construction", "Authorizations", "Forfeitures", "Approvals", "Survival", "Miscellaneous", "Insurances", "Solvency", "Submission To Jurisdiction", "Brokers", "Records", "Enforcements", "Publicity", "Modifications", "Compliance With Laws", "Positions", "Payments", "Interpretations", "Intellectual Property", "Arbitration", "Employment", "Transactions With Affiliates", "Severability", "Participations", "Entire Agreements", "Definitions", "Terms"], "gold": ["Terms"]}
+{"input": "To the extent of Seller\u2019s actual knowledge, and except for tenant eviction and rent collection matters, there is no material litigation affecting the Property or Seller (being the entity named as \u201cSeller\u201d on this Agreement and this representation does not extend to any other entity related directly or indirectly to Seller), which litigation is not covered by insurance (subject to reasonable deductibles). Seller shall promptly notify Purchaser if Seller receives any written notice after the date of this Agreement and prior to Closing of a material litigation affecting the Property which is not covered by insurance (subject to reasonable deductibles).", "references": ["Titles", "Employment", "Withholdings", "Fees", "Existence", "Non-Disparagement", "Consents", "Duties", "Waivers", "Financial Statements", "Warranties", "Publicity", "Assignments", "Solvency", "Consent To Jurisdiction", "Survival", "Releases", "Expenses", "Further Assurances", "Intellectual Property", "Submission To Jurisdiction", "No Defaults", "Sales", "Successors", "Payments", "Waiver Of Jury Trials", "Positions", "Counterparts", "Vacations", "Insurances", "Litigations"], "gold": ["Litigations"]}
+{"input": "The validity, performance, construction, and effect of this Agreement shall be governed by and construed under the substantive laws of the State of New York, without regard to conflicts of law rules that would cause the application of the laws of another jurisdiction.", "references": ["General", "Representations", "Non-Disparagement", "Expenses", "Insurances", "Compliance With Laws", "No Waivers", "Effectiveness", "Cooperation", "Financial Statements", "Disability", "Titles", "Withholdings", "Adjustments", "Assigns", "Forfeitures", "Qualifications", "Payments", "Publicity", "Effective Dates", "Fees", "Books", "No Defaults", "Records", "Sanctions", "Indemnifications", "Interests", "Tax Withholdings", "Venues", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "(a) \u00a0\u00a0At such time as the Canadian Facility Revolving Credit Loans, any Reimbursement Obligations with respect to Canadian Facility Letters of Credit issued to, or for the account of, a Canadian Borrower, and all other Obligations then due and owing, shall have been paid in full in cash, no Canadian Facility Letter of Credit issued to, or for the account of, a Canadian Borrower shall be outstanding (except for Canadian Facility Letters of Credit issued to, or for the account of, a Canadian Borrower that have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Canadian Facility Issuing Lender) and the Canadian Facility Commitments shall have terminated, all Security Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent, the Administrative Agent and each Granting Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Security Collateral shall revert to the Granting Parties. At the request and sole expense of any Granting Party following any such termination, the Collateral Agent and the Administrative Agent shall deliver to such Granting Party (subject to Subsection 7.2 , without recourse and without representation or warranty) any Security Collateral held by the Collateral Agent hereunder, and execute, acknowledge and deliver to such Granting Party such releases, instruments or other documents (including PPSA financing change statements and discharges), and do or cause to be done all other acts, as any Granting Party shall reasonably request to evidence such termination.", "references": ["Jurisdictions", "Non-Disparagement", "Costs", "Titles", "Disability", "Sanctions", "Powers", "Construction", "Solvency", "Publicity", "Entire Agreements", "Books", "Disclosures", "Compliance With Laws", "No Waivers", "Specific Performance", "Representations", "Expenses", "Venues", "Employment", "Enforceability", "Defined Terms", "Anti-Corruption Laws", "Use Of Proceeds", "Change In Control", "No Defaults", "Vesting", "Positions", "Brokers", "Benefits", "Releases"], "gold": ["Releases"]}
+{"input": "This First Amendment shall be governed by and construed in accordance with, the laws of the State of New York.", "references": ["Venues", "Survival", "Forfeitures", "Assignments", "Specific Performance", "Terminations", "Non-Disparagement", "Litigations", "Fees", "Financial Statements", "Erisa", "Waivers", "Disclosures", "Compliance With Laws", "Entire Agreements", "Employment", "Arbitration", "Jurisdictions", "Indemnifications", "Disability", "Definitions", "Participations", "Enforceability", "No Defaults", "Capitalization", "Effectiveness", "Taxes", "Vacations", "Construction", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Calumet hereby acknowledges its obligation pursuant to Section 13.1 of the SOA to deliver the quarterly report by November 14, 2017, which delivery date was extended to December 15, 2017 pursuant to the Original Waiver, and requests a temporary waiver thereof. Macquarie hereby consents to the temporary waiver of Calumet\u2019s obligation with respect to the quarterly report for the quarter ending September 30, 2017 until December 31, 2017 (\u201c Temporary Waiver \u201d). The waiver by Macquarie described in this Section 2 is contingent upon the satisfaction of the conditions specified in Section 4 of this Agreement and is limited solely to this Temporary Waiver. This Temporary Waiver is limited to the extent described herein and shall not be construed to be a consent to or a permanent waiver of Section 13.1 of the SOA or any other terms, provisions, covenants, warranties or agreements contained in the SOA. Macquarie reserves the right to exercise any rights and remedies available to it in connection with any other present or future Events of Default under the SOA (including any future default or Event of Default under Section 13.1 of the SOA). The description herein of the Temporary Waiver is based upon the information available to Macquarie on or prior to the date hereof and shall not be deemed to exclude the existence of any Events of Default. The failure of Macquarie to give notice to Calumet of any such Events of Default is not intended to be and shall not be a waiver thereof.", "references": ["Brokers", "Indemnifications", "Governing Laws", "Subsidiaries", "Entire Agreements", "Organizations", "Miscellaneous", "Compliance With Laws", "Effective Dates", "Forfeitures", "Transactions With Affiliates", "Employment", "Disclosures", "Jurisdictions", "Remedies", "Closings", "Venues", "Modifications", "Use Of Proceeds", "Qualifications", "Benefits", "Indemnity", "Non-Disparagement", "Costs", "Authority", "Construction", "Payments", "Assignments", "Severability", "Headings", "Waivers"], "gold": ["Waivers"]}
+{"input": "The execution, delivery and performance of this Credit Agreement and the other Loan Documents to which any of the Borrowers or any of their Restricted Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby (a)\u00a0are within the corporate or other authority of such Person, (b)\u00a0have been duly authorized by all necessary corporate or other proceedings, (c)\u00a0do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any such Person is subject or any judgment, order, writ, injunction, license or permit applicable to any such Person unless such conflict, breach or contravention would not have a Material Adverse Effect and (d)\u00a0do not conflict with any provision of the Governing Documents of, or any agreement or other material instrument binding upon any such Person.", "references": ["Consents", "Amendments", "Subsidiaries", "Submission To Jurisdiction", "Erisa", "Modifications", "Interpretations", "Waivers", "Insurances", "Disclosures", "Base Salary", "Terminations", "Withholdings", "Definitions", "Defined Terms", "Change In Control", "Authority", "Binding Effects", "Litigations", "Titles", "Remedies", "Books", "Liens", "Anti-Corruption Laws", "Survival", "General", "Records", "Agreements", "Indemnity", "Taxes", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article IX, and the Certificate shall have been cancelled in the manner required by the Act.", "references": ["Anti-Corruption Laws", "Insurances", "Governing Laws", "Withholdings", "Waiver Of Jury Trials", "Consents", "Effectiveness", "Approvals", "Enforcements", "Costs", "Interpretations", "General", "Warranties", "Indemnity", "No Conflicts", "Survival", "No Waivers", "Construction", "Consent To Jurisdiction", "Sanctions", "Use Of Proceeds", "Specific Performance", "Participations", "Financial Statements", "Cooperation", "Arbitration", "Closings", "Taxes", "Subsidiaries", "Fees", "Terminations"], "gold": ["Terminations"]}
+{"input": "All historical financial statements relating to Loan Parties and their Restricted Subsidiaries that have been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to changes resulting from audit and year-end audit adjustments) and present fairly in all material respects, Loan Parties\u2019 and their Restricted Subsidiaries\u2019 consolidated financial condition as of the date thereof and results of operations for the period then ended. Since December 31, 2017, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to Loan Parties and their Restricted Subsidiaries.", "references": ["Solvency", "Applicable Laws", "Governing Laws", "Fees", "No Defaults", "Powers", "Consent To Jurisdiction", "Vesting", "Assigns", "Headings", "Litigations", "Waiver Of Jury Trials", "Arbitration", "Confidentiality", "Costs", "Interpretations", "Consents", "Agreements", "Effectiveness", "Taxes", "Remedies", "Non-Disparagement", "Transactions With Affiliates", "Defined Terms", "General", "Duties", "Severability", "Disclosures", "Construction", "Records", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and all of which taken together shall constitute one and the same instrument. This Agreement may be executed by electronic signature with original signatures to follow.", "references": ["Agreements", "Liens", "Vesting", "Interests", "Powers", "Assigns", "Solvency", "Publicity", "Compliance With Laws", "Capitalization", "Qualifications", "Assignments", "No Conflicts", "No Waivers", "Withholdings", "Tax Withholdings", "Sanctions", "Confidentiality", "Notices", "Survival", "Expenses", "Terms", "Further Assurances", "Severability", "Applicable Laws", "Effective Dates", "Participations", "Releases", "Submission To Jurisdiction", "Forfeitures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as set forth on Section 3.1(a) of the Disclosure Schedule, the Company has no direct or indirect Subsidiaries other than Corindus, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Corindus Security Corporation, a Delaware corporation and wholly-owned subsidiary of the Company. The Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable.", "references": ["Defined Terms", "Remedies", "Integration", "Sanctions", "Arbitration", "Expenses", "Books", "Indemnifications", "Anti-Corruption Laws", "Powers", "Warranties", "Employment", "Specific Performance", "Assigns", "Participations", "Benefits", "Taxes", "Erisa", "Headings", "Organizations", "Miscellaneous", "Interests", "Intellectual Property", "Positions", "Applicable Laws", "Solvency", "Fees", "Forfeitures", "Representations", "Liens", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Company shall reimburse the Holders for all reasonable and documented fees and disbursements of Davis Polk\u00a0& Wardwell LLP, primary counsel to the Holders, and Osler, Hoskin\u00a0& Harcourt LLP, primary Canadian counsel to the Holders. The Company shall reimburse the Holders for all such costs and expenses (i)\u00a0on the Closing Date, if incurred prior to the Closing Date, (ii)\u00a0within 90 days of the Closing Date, if incurred on or after the Closing Date or (iii)\u00a0within 90 days of the termination of this Agreement if this Agreement is terminated and the Closing does not occur.", "references": ["Effectiveness", "Interests", "Applicable Laws", "Titles", "Entire Agreements", "No Defaults", "Fees", "Employment", "Solvency", "Assignments", "Vacations", "Enforcements", "Powers", "Transactions With Affiliates", "Submission To Jurisdiction", "Forfeitures", "Subsidiaries", "General", "Further Assurances", "Vesting", "Indemnifications", "Closings", "Cooperation", "Approvals", "Duties", "Taxes", "Organizations", "Disclosures", "Change In Control", "Miscellaneous", "Expenses"], "gold": ["Expenses"]}
+{"input": "All consolidated financial statements of the Borrower and its Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. Since March\u00a031, 2018, there has been no change in the business, properties, or condition (financial or otherwise) of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.", "references": ["No Waivers", "Closings", "Specific Performance", "Representations", "Payments", "Consents", "Books", "Positions", "Disability", "Change In Control", "Enforceability", "Construction", "Solvency", "Adjustments", "Integration", "General", "Applicable Laws", "Organizations", "Vesting", "Remedies", "Authorizations", "Sanctions", "Effective Dates", "Confidentiality", "Withholdings", "Survival", "Binding Effects", "Litigations", "Jurisdictions", "Anti-Corruption Laws", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The proceeds of the Loans and the Letters of Credit will be used only for working capital purposes and general corporate purposes, including acquisitions, of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Vacations", "Erisa", "Terms", "Specific Performance", "Construction", "Amendments", "Applicable Laws", "Modifications", "Participations", "Capitalization", "Expenses", "Enforceability", "Waivers", "Sales", "Solvency", "No Defaults", "Costs", "Cooperation", "Base Salary", "Interpretations", "Insurances", "Enforcements", "Authorizations", "Organizations", "Warranties", "Indemnity", "General", "Brokers", "Further Assurances", "Litigations", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "A Director shall be one hundred percent (100%) vested at all times in his or her Stock Unit Account.", "references": ["Titles", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Governing Laws", "Existence", "Assignments", "Interpretations", "Terms", "Liens", "Sales", "Enforcements", "Consent To Jurisdiction", "Successors", "Base Salary", "Indemnifications", "Non-Disparagement", "Change In Control", "Powers", "Modifications", "Positions", "Construction", "Remedies", "No Defaults", "Approvals", "Litigations", "Closings", "Intellectual Property", "Binding Effects", "Notices", "Transactions With Affiliates", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses, permits, copyrights, trademarks and patents; provided, however, that nothing in this Section\u00a07.4 shall prevent (i) sales of assets and other transactions by the Borrower or any of its Subsidiaries in accordance with Section\u00a08.2 or (ii) the withdrawal by the Borrower or any of its Subsidiaries of its qualification as a foreign Company in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Solvency", "Insurances", "Erisa", "Defined Terms", "Submission To Jurisdiction", "Positions", "Qualifications", "Cooperation", "Governing Laws", "Authorizations", "Interpretations", "Change In Control", "Agreements", "Terminations", "Benefits", "Expenses", "Remedies", "Construction", "Duties", "Consents", "Sanctions", "Disclosures", "Titles", "Assigns", "Modifications", "Definitions", "Effectiveness", "Terms", "Waivers", "Anti-Corruption Laws", "Existence"], "gold": ["Existence"]}
+{"input": "The Plan Administrator shall perform the duties and exercise the powers and discretion given to him in the Plan document and by applicable law and his decisions and actions shall be final and conclusive as to all persons affected thereby. The Company shall furnish the Plan Administrator with all data and information that the Plan Administrator may reasonably require in order to perform his functions. The Plan Administrator may rely without question upon any such data or information.", "references": ["Specific Performance", "Disclosures", "Books", "Agreements", "No Conflicts", "Liens", "Indemnity", "Transactions With Affiliates", "Positions", "Successors", "Interests", "Expenses", "Consent To Jurisdiction", "Cooperation", "Counterparts", "Authority", "Notices", "Effectiveness", "Authorizations", "Arbitration", "Closings", "Enforcements", "Anti-Corruption Laws", "Subsidiaries", "Participations", "Adjustments", "Integration", "Terms", "Assigns", "Withholdings", "General"], "gold": ["General"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \u201c SEC Reports \u201d). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201c GAAP \u201d), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Transactions With Affiliates", "Organizations", "Interests", "Further Assurances", "Severability", "Survival", "Intellectual Property", "No Conflicts", "Assigns", "Litigations", "Fees", "Consents", "Insurances", "Counterparts", "Submission To Jurisdiction", "Indemnifications", "Liens", "Enforceability", "Interpretations", "Representations", "Taxes", "Arbitration", "Authorizations", "Titles", "Anti-Corruption Laws", "Effective Dates", "Consent To Jurisdiction", "Tax Withholdings", "Applicable Laws", "Effectiveness", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid (other than contingent obligations for indemnification) or any Letter of Credit is outstanding (that has not been cash collateralized in accordance with Section\u00a02.06(j)) and so long as the Commitments have not expired or terminated. The provisions of Sections\u00a02.13(f), 2.15, 2.16, 2.17 and 9.03 and Article\u00a0VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.", "references": ["Disability", "Participations", "Non-Disparagement", "Disclosures", "Subsidiaries", "Assignments", "Interests", "Jurisdictions", "Closings", "Litigations", "Venues", "Construction", "Miscellaneous", "Binding Effects", "Adjustments", "Insurances", "Notices", "Records", "Anti-Corruption Laws", "Use Of Proceeds", "Compliance With Laws", "Sales", "Payments", "Costs", "Applicable Laws", "Further Assurances", "Terms", "Fees", "Base Salary", "Submission To Jurisdiction", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between the Executive and the Company (or any of its affiliates) with respect to such subject matter, including, without limitation, the Prior Employment Agreement. This Agreement may not be modified in any way unless by a written instrument signed by both the Company and the Executive.", "references": ["Forfeitures", "Litigations", "Authority", "Enforcements", "Jurisdictions", "Defined Terms", "Approvals", "Effectiveness", "Assigns", "Headings", "Duties", "Effective Dates", "Consents", "Titles", "Representations", "Enforceability", "Payments", "Adjustments", "Binding Effects", "Interpretations", "Severability", "Governing Laws", "Confidentiality", "Insurances", "Terms", "No Defaults", "Compliance With Laws", "Sanctions", "Anti-Corruption Laws", "Publicity", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Lender may sell participations to one or more banks or other entities (other than the Company or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it); provided , however , that (i) such Lender\u2019s obligations under this Agreement (including, without limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Company, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement, (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Company therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation and (vi) within 30 days of the effective date of such participation, such Lender shall provide notice of such participation to the Company.", "references": ["Sales", "Indemnifications", "Expenses", "Agreements", "Existence", "Powers", "Financial Statements", "Effectiveness", "Transactions With Affiliates", "Consent To Jurisdiction", "Confidentiality", "Payments", "Assignments", "Submission To Jurisdiction", "Positions", "Vesting", "Authorizations", "Taxes", "Base Salary", "Remedies", "Arbitration", "Records", "Tax Withholdings", "Authority", "Consents", "No Conflicts", "Compliance With Laws", "No Waivers", "Publicity", "Insurances", "Participations"], "gold": ["Participations"]}
+{"input": "Executive shall be entitled to three (3) weeks paid vacation each year during the Term. Any vacation or personal business days not used in any year shall be forfeited.", "references": ["Change In Control", "Participations", "Assigns", "Assignments", "Organizations", "Survival", "Fees", "Erisa", "Effective Dates", "Consent To Jurisdiction", "Interpretations", "Terms", "Indemnity", "Disability", "Disclosures", "Modifications", "Solvency", "Non-Disparagement", "Interests", "Positions", "Use Of Proceeds", "Subsidiaries", "Cooperation", "Financial Statements", "Remedies", "Base Salary", "Sanctions", "Integration", "Indemnifications", "Binding Effects", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Agreement may be executed by facsimile or .pdf signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.", "references": ["Records", "No Defaults", "Agreements", "Non-Disparagement", "Severability", "Base Salary", "Headings", "Confidentiality", "Entire Agreements", "Organizations", "Indemnity", "Terminations", "Terms", "Fees", "No Waivers", "Death", "Sanctions", "Amendments", "Consents", "No Conflicts", "Effectiveness", "Submission To Jurisdiction", "Enforcements", "Sales", "Adjustments", "Existence", "Construction", "Representations", "Financial Statements", "Successors", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth on the Company\u2019s signature page hereto, or such other address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a).\u00a0 Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally or sent by a nationally recognized overnight courier service addressed to each Holder at the address of the Holder appearing on the books of the Company or at the principal place of business of such Holder, as set forth in the Purchase Agreement.\u00a0 Any notice or other communication or deliveries hereunder shall be deemed given and effective upon actual receipt by the party to whom such notice is required to be given.", "references": ["Qualifications", "Payments", "Titles", "Authorizations", "Terminations", "Entire Agreements", "Enforcements", "Adjustments", "Sales", "Enforceability", "Books", "Interpretations", "Remedies", "Vesting", "Terms", "Approvals", "Consents", "Jurisdictions", "Miscellaneous", "Insurances", "Duties", "Representations", "Powers", "Financial Statements", "Transactions With Affiliates", "Definitions", "No Defaults", "Successors", "Assigns", "Change In Control", "Notices"], "gold": ["Notices"]}
+{"input": "The authorized capital stock of the Company is 140,000,000 shares of Common Stock, of which [\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0] shares of Common Stock are outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable.", "references": ["Interests", "Publicity", "Counterparts", "Severability", "Vacations", "Confidentiality", "Further Assurances", "Assignments", "Taxes", "Vesting", "Books", "Fees", "Costs", "Cooperation", "Forfeitures", "Liens", "Miscellaneous", "Consent To Jurisdiction", "Change In Control", "Anti-Corruption Laws", "Brokers", "Compliance With Laws", "Sales", "Effective Dates", "General", "Indemnifications", "Waivers", "Withholdings", "Expenses", "Definitions", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Except as provided in this Framework Agreement or any other Transaction Agreement, neither this Framework Agreement nor any other Transaction Agreement, respectively, may be assigned or otherwise transferred, nor may any right or obligation hereunder or under another Transaction Agreement be assigned or transferred by any Party without the consent of the other Parties; provided , that, subject to the terms of the No-Petition Letter, Buyer may transfer or assign any or all of the Transaction Agreements and its rights and obligations thereunder at any time during which an Event of Default has occurred and is continuing.\u00a0 Any permitted assignee shall assume all obligations of its assignor under this Framework Agreement and any other applicable Transaction Agreements.\u00a0 Any attempted assignment not in accordance with this Section 9.7 shall be void.", "references": ["Representations", "Enforcements", "Headings", "Base Salary", "Publicity", "Construction", "Releases", "Non-Disparagement", "Definitions", "Effectiveness", "No Waivers", "Arbitration", "Confidentiality", "Applicable Laws", "Modifications", "Taxes", "Sales", "Consent To Jurisdiction", "Authorizations", "Positions", "Expenses", "Waiver Of Jury Trials", "Solvency", "Specific Performance", "Miscellaneous", "Remedies", "Closings", "Governing Laws", "Interests", "Sanctions", "Assignments"], "gold": ["Assignments"]}
+{"input": "All payments made and benefits provided hereunder shall be subject to such federal, state and local tax withholding as may be required by law.", "references": ["Defined Terms", "Capitalization", "Existence", "Interests", "Indemnifications", "Withholdings", "Financial Statements", "Enforcements", "Assigns", "Jurisdictions", "Sanctions", "Effective Dates", "Counterparts", "Releases", "Compliance With Laws", "Authority", "Employment", "Warranties", "Modifications", "Definitions", "Waiver Of Jury Trials", "Fees", "Expenses", "Qualifications", "Binding Effects", "Enforceability", "Disclosures", "Intellectual Property", "No Defaults", "Taxes", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "In this Agreement, except to the extent the context otherwise requires: (a) any reference in this Agreement to a Section, a Schedule or an Exhibit is a reference to a Section thereof, a schedule thereto or an exhibit thereto, respectively, and to a subsection thereof or a clause thereof is, unless otherwise stated, a reference to a subsection or a clause of the Section or subsection in which the reference appears; (b) the words \u201chereof,\u201d \u201cherein,\u201d \u201chereto,\u201d \u201chereunder\u201d and the like mean and refer to this Agreement as a whole and not merely to the specific Section, subsection, paragraph or clause in which the respective word appears; (c) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (d) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto; (e) references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation referred to; and (f) the captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.", "references": ["Capitalization", "Representations", "Assignments", "Subsidiaries", "Titles", "Releases", "Waiver Of Jury Trials", "General", "Tax Withholdings", "Taxes", "No Waivers", "Authorizations", "No Defaults", "Books", "Existence", "Publicity", "Warranties", "Liens", "Costs", "No Conflicts", "Sanctions", "Governing Laws", "Intellectual Property", "Consent To Jurisdiction", "Indemnity", "Arbitration", "Transactions With Affiliates", "Non-Disparagement", "Submission To Jurisdiction", "Insurances", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "During the Employment Term, the Executive shall, subject to and in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in all of the employee benefit, fringe, and perquisite plans, practices, policies, and arrangements the Company makes available from time to time to its similarly situated senior executive officers generally. The Executive will be eligible to participate in the Company\u2019s benefits on the first day of the month following his Commencement Date.", "references": ["Brokers", "Vacations", "Change In Control", "Forfeitures", "Jurisdictions", "Books", "Vesting", "Qualifications", "Titles", "Effectiveness", "General", "Indemnity", "Transactions With Affiliates", "Governing Laws", "Compliance With Laws", "Disability", "Existence", "Agreements", "Definitions", "Construction", "Terms", "Further Assurances", "Enforcements", "Severability", "Approvals", "Organizations", "Payments", "Sanctions", "Records", "Capitalization", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Company has all requisite legal and corporate power to enter into, execute, deliver, and perform this Agreement and the Notes. All corporate and legal action on the part of the Company, its officers, directors and shareholders necessary for the execution and delivery of this Agreement and the Notes, the sale and issuance of the Notes and the performance of the Company\u2019s obligations hereunder, and under the Notes, has been taken. This Agreement is, and upon issuance of the Notes will be, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors\u2019 rights.", "references": ["Definitions", "Death", "Cooperation", "Interests", "Withholdings", "Closings", "Anti-Corruption Laws", "Adjustments", "Specific Performance", "Transactions With Affiliates", "Qualifications", "Interpretations", "Participations", "Brokers", "Venues", "Binding Effects", "Integration", "Vesting", "Consent To Jurisdiction", "Enforceability", "No Defaults", "Assigns", "Approvals", "Fees", "Employment", "Disclosures", "Jurisdictions", "Taxes", "Assignments", "No Conflicts", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Amendment is a Loan Document.\u00a0\u00a0This Amendment, together with the other Loan Documents (collectively, the \u201c Relevant Documents \u201d), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter.\u00a0\u00a0None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 11.01 of the Credit Agreement.", "references": ["Waivers", "Modifications", "Agreements", "Positions", "Venues", "Duties", "Financial Statements", "Taxes", "Authorizations", "Brokers", "Anti-Corruption Laws", "Sanctions", "Costs", "Authority", "Arbitration", "Indemnifications", "Effectiveness", "Interpretations", "Publicity", "Warranties", "Solvency", "Consent To Jurisdiction", "Disclosures", "Vesting", "Indemnity", "Tax Withholdings", "Cooperation", "Further Assurances", "Powers", "Withholdings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Credit Parties will, comply, in all material respects, with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws.", "references": ["Benefits", "Submission To Jurisdiction", "Representations", "Qualifications", "Disclosures", "Fees", "Payments", "Governing Laws", "Litigations", "Headings", "Interpretations", "Brokers", "Venues", "Confidentiality", "Sales", "Erisa", "Sanctions", "Powers", "Employment", "Financial Statements", "No Defaults", "Enforceability", "Consents", "Modifications", "Tax Withholdings", "Base Salary", "Indemnifications", "Existence", "Non-Disparagement", "Enforcements", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE COMPANY, THE OTHER LOAN PARTIES, THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.", "references": ["Taxes", "Expenses", "Non-Disparagement", "Entire Agreements", "Authority", "Effectiveness", "Existence", "Solvency", "Duties", "Indemnifications", "Consents", "Severability", "Benefits", "No Conflicts", "Miscellaneous", "No Defaults", "Definitions", "Specific Performance", "Terminations", "Participations", "Enforcements", "Integration", "Waiver Of Jury Trials", "Compliance With Laws", "Vacations", "Consent To Jurisdiction", "Assigns", "Construction", "Liens", "Litigations", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with this Article\u00a04 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company\u2019s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company\u2019s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.", "references": ["Taxes", "Further Assurances", "Vacations", "Closings", "Sanctions", "No Defaults", "Jurisdictions", "Litigations", "Costs", "Cooperation", "Terminations", "Anti-Corruption Laws", "No Conflicts", "Positions", "Definitions", "Benefits", "Severability", "Expenses", "Powers", "Death", "Enforceability", "Authorizations", "Amendments", "Withholdings", "Waivers", "No Waivers", "Use Of Proceeds", "Payments", "Integration", "Disclosures", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "There are no actions, suits, proceedings, or investigations pending or, to the knowledge of Target after reasonable investigation, threatened against it, or affecting it or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.\u00a0\u00a0Target does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default. Target is not a party to or bound by, and its properties are not subject to, any judgment, order, writ, injunction, decree, or award.", "references": ["Terms", "Effectiveness", "Solvency", "Participations", "Interests", "Withholdings", "Waivers", "Financial Statements", "No Defaults", "Positions", "Costs", "Insurances", "Change In Control", "Authorizations", "Agreements", "Anti-Corruption Laws", "Severability", "Successors", "Construction", "Binding Effects", "Brokers", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Assignments", "Records", "Warranties", "Survival", "Intellectual Property", "Remedies", "Terminations", "Litigations"], "gold": ["Litigations"]}
+{"input": "Vishay Electronic hereby continues to employ Executive, and Executive hereby accepts continued employment by Vishay Electronic, in accordance with and subject to the terms and conditions set forth herein..", "references": ["No Conflicts", "Tax Withholdings", "Miscellaneous", "Headings", "Assigns", "Costs", "Amendments", "Notices", "Vesting", "Effectiveness", "No Waivers", "Agreements", "Survival", "Disclosures", "Compliance With Laws", "Sales", "Authorizations", "Litigations", "Venues", "Qualifications", "Benefits", "Representations", "Interpretations", "Forfeitures", "Binding Effects", "Capitalization", "Submission To Jurisdiction", "Releases", "Disability", "Enforcements", "Employment"], "gold": ["Employment"]}
+{"input": "(a) Grant . Subject to the provisions of this Award Agreement (this \u201cAgreement\u201d) and the provisions of the Assurant, Inc. 2017 Long Term Equity Incentive Plan (the \u201cPlan\u201d), the Company hereby grants to the Participant, as of July 18, 2018 (the \u201cGrant Date\u201d), a number of Restricted Stock Units (the \u201cRestricted Stock Units\u201d) equal to [ ________ ] (the \u201cTarget Award\u201d), each with respect to one share of common stock of the Company, par value $0.01 per Share (\u201cCommon Stock\u201d). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.", "references": ["Fees", "Waiver Of Jury Trials", "Entire Agreements", "Vacations", "No Defaults", "Sanctions", "Definitions", "Assignments", "Authorizations", "Enforceability", "Warranties", "Further Assurances", "Participations", "Effectiveness", "Forfeitures", "Capitalization", "Agreements", "Qualifications", "Defined Terms", "Use Of Proceeds", "Books", "Governing Laws", "Positions", "No Waivers", "Venues", "Consent To Jurisdiction", "Notices", "Disability", "Confidentiality", "Anti-Corruption Laws", "Vesting"], "gold": ["Vesting"]}
+{"input": "Vishay Singapore shall pay Executive a base salary of not less than TWD 16,938,683 per year (the \" Base Salary \"), which shall be reviewed annually by the Compensation Committee.\u00a0 Such Base Salary shall be paid in accordance with Vishay Singapore's standard salary policies as they exist from time to time, subject to such deductions (including the Executive's share of Central Provident Fund contributions, if applicable), if any, as are required by law or elected by Executive.", "references": ["Applicable Laws", "Adjustments", "Benefits", "Successors", "Positions", "Representations", "Submission To Jurisdiction", "Notices", "Enforcements", "Entire Agreements", "Governing Laws", "Forfeitures", "Financial Statements", "Closings", "Indemnity", "Warranties", "Qualifications", "Vesting", "Duties", "Indemnifications", "Organizations", "Terms", "Effective Dates", "Non-Disparagement", "Authorizations", "Amendments", "Construction", "Survival", "Integration", "Authority", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "After giving effect to this Agreement, no Default or Event of Default shall exist.", "references": ["Participations", "Sales", "Consent To Jurisdiction", "Records", "Withholdings", "Benefits", "Use Of Proceeds", "Positions", "Submission To Jurisdiction", "Headings", "Transactions With Affiliates", "Definitions", "Terms", "Consents", "Adjustments", "Death", "Successors", "Defined Terms", "Severability", "Change In Control", "Agreements", "Closings", "Tax Withholdings", "Indemnifications", "Duties", "Approvals", "Counterparts", "Insurances", "General", "Waivers", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Each party's obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document or Letter of Credit.", "references": ["Payments", "Notices", "Specific Performance", "Anti-Corruption Laws", "Positions", "Records", "Base Salary", "Warranties", "No Defaults", "Liens", "Consent To Jurisdiction", "Solvency", "Venues", "No Waivers", "Waivers", "Amendments", "Expenses", "Financial Statements", "Duties", "Litigations", "Miscellaneous", "Publicity", "Modifications", "Subsidiaries", "Books", "Representations", "Closings", "Entire Agreements", "Headings", "Tax Withholdings", "Survival"], "gold": ["Survival"]}
+{"input": "(a) Comply with the requirements of all Laws except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (b) in the case of any Loan Party incorporated in Luxembourg, comply with the legal requirements of the Luxembourg law of 31 May 1999, as amended, regarding the domiciliation of companies.", "references": ["Amendments", "Sanctions", "Titles", "Vacations", "Enforcements", "Expenses", "Indemnity", "Litigations", "Base Salary", "Authority", "Duties", "Qualifications", "Interpretations", "Assignments", "Cooperation", "Entire Agreements", "Notices", "Erisa", "Arbitration", "Severability", "Forfeitures", "Definitions", "No Conflicts", "Authorizations", "Organizations", "Miscellaneous", "Insurances", "Transactions With Affiliates", "Successors", "No Defaults", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Term Loan Agent represents and warrants to the ABL Agent and any Additional Agent that it has the requisite power and authority under the Term Loan Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Term Loan Secured Parties. The ABL Agent represents and warrants to the Term Loan Agent and any Additional Agent that it has the requisite power and authority under the ABL Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the ABL Secured Parties. Any Additional Agent represents and warrants to the Term Loan Agent, the ABL Agent and any other Additional Agent that it has the requisite power and authority under the applicable Additional Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and any Additional Secured Parties represented thereby.", "references": ["Withholdings", "Applicable Laws", "Severability", "Successors", "Modifications", "Insurances", "Change In Control", "Indemnity", "Effective Dates", "Entire Agreements", "Binding Effects", "Payments", "Solvency", "Duties", "Positions", "Taxes", "No Defaults", "Brokers", "Authorizations", "Consent To Jurisdiction", "Publicity", "Liens", "Litigations", "Anti-Corruption Laws", "Adjustments", "Titles", "Compliance With Laws", "Disability", "Headings", "Benefits", "Representations"], "gold": ["Representations"]}
+{"input": "This Second Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Any signature page to this Second Amendment containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.", "references": ["Arbitration", "Solvency", "Duties", "Employment", "Erisa", "Jurisdictions", "Specific Performance", "Death", "Further Assurances", "Enforceability", "Base Salary", "Liens", "Amendments", "General", "Adjustments", "Approvals", "Insurances", "Organizations", "No Defaults", "Enforcements", "Headings", "Remedies", "Agreements", "Vesting", "Qualifications", "Sanctions", "Binding Effects", "Transactions With Affiliates", "Interpretations", "No Conflicts", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which together will constitute one (1) and the same instrument. For purposes of executing this Agreement, a facsimile copy of this Agreement, or .pdf copy, including the signature pages, will be deemed an original.", "references": ["Organizations", "Modifications", "Assigns", "Warranties", "Solvency", "Consent To Jurisdiction", "Costs", "Adjustments", "Consents", "Cooperation", "Transactions With Affiliates", "Submission To Jurisdiction", "Agreements", "Amendments", "Applicable Laws", "Successors", "Use Of Proceeds", "Records", "Litigations", "No Conflicts", "Change In Control", "Terminations", "Base Salary", "Powers", "Integration", "No Defaults", "Subsidiaries", "Capitalization", "Remedies", "Releases", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Guarantor agrees that from time to time, at the expense of such Guarantor, it shall use commercially reasonable efforts to promptly execute and deliver such further instruments and documents and take such further commercially reasonable actions that may be necessary, or that the First Lien Administrative Agent may reasonably request, in order to ensure that the Guaranteed Parties receive the intended benefits hereof or to enable the First Lien Administrative Agent to exercise and enforce its rights and remedies hereunder.", "references": ["Enforcements", "Disclosures", "No Waivers", "Forfeitures", "Authorizations", "Indemnifications", "Agreements", "Sanctions", "Interpretations", "Modifications", "Closings", "Non-Disparagement", "Sales", "Base Salary", "Taxes", "Submission To Jurisdiction", "Books", "Construction", "Venues", "Brokers", "Severability", "Waiver Of Jury Trials", "Qualifications", "No Conflicts", "Defined Terms", "Indemnity", "Publicity", "Approvals", "Records", "Payments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section \u00a07 and this Section \u00a08 , and because of the immediate and irreparable damage that would be caused to members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company\u2019s or any other member of the Company Group\u2019s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.", "references": ["Releases", "Vesting", "Anti-Corruption Laws", "No Defaults", "Capitalization", "Publicity", "Financial Statements", "Adjustments", "Indemnifications", "Withholdings", "Intellectual Property", "Insurances", "Jurisdictions", "Subsidiaries", "Disclosures", "Venues", "Tax Withholdings", "Modifications", "Benefits", "Definitions", "Existence", "Confidentiality", "Counterparts", "Books", "Litigations", "Further Assurances", "Interests", "Entire Agreements", "Expenses", "Warranties", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The parties to this Agreement cooperated in the drafting and preparation of this Agreement. Hence, in any construction or interpretation of this Agreement, the same shall not be construed against any party on the basis that such party was the drafter.", "references": ["Cooperation", "Headings", "Interests", "Terms", "Warranties", "Titles", "Qualifications", "Authorizations", "Disclosures", "Organizations", "Applicable Laws", "Insurances", "Vacations", "Counterparts", "Benefits", "Powers", "Publicity", "Consents", "Construction", "No Waivers", "Governing Laws", "Adjustments", "Representations", "Effectiveness", "Further Assurances", "Subsidiaries", "Litigations", "Consent To Jurisdiction", "Solvency", "Arbitration", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile transmission or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.", "references": ["Modifications", "Consent To Jurisdiction", "Terms", "Enforceability", "Definitions", "Benefits", "Cooperation", "Applicable Laws", "Intellectual Property", "Authorizations", "Expenses", "Indemnifications", "Survival", "No Waivers", "Brokers", "Governing Laws", "Anti-Corruption Laws", "Terminations", "Warranties", "Binding Effects", "Change In Control", "Consents", "Confidentiality", "Capitalization", "Taxes", "Assignments", "Jurisdictions", "Specific Performance", "Closings", "Vesting", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement and the documents referenced herein constitute the entire agreement between the parties, and supersedes all prior discussions, agreements, and negotiations between us. No amendment or modification of this Agreement will be effective unless made in writing and signed by you and an authorized officer or director of the Company.", "references": ["Capitalization", "Erisa", "Participations", "Costs", "No Defaults", "Taxes", "Confidentiality", "Brokers", "Disclosures", "Subsidiaries", "Financial Statements", "Anti-Corruption Laws", "Sales", "Agreements", "Warranties", "Venues", "Authority", "Disability", "Tax Withholdings", "Employment", "Construction", "Transactions With Affiliates", "Approvals", "Powers", "Successors", "Authorizations", "Amendments", "Change In Control", "Terms", "Indemnity", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided , that a facsimile signature or counterpart delivered by other electronic transmission (such as electronic mail of .pdf files), shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature or counterpart delivered by other electronic transmission.", "references": ["Integration", "Assignments", "Vesting", "Positions", "Confidentiality", "Remedies", "Change In Control", "Capitalization", "Withholdings", "Effectiveness", "Titles", "Successors", "Headings", "Sanctions", "Terminations", "Construction", "Definitions", "Governing Laws", "Books", "Benefits", "Miscellaneous", "Venues", "Disability", "Existence", "Anti-Corruption Laws", "General", "Adjustments", "Entire Agreements", "Indemnity", "Disclosures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to that body of laws pertaining to conflict of laws.", "references": ["Agreements", "Integration", "Base Salary", "No Conflicts", "Assignments", "Remedies", "Anti-Corruption Laws", "Further Assurances", "Use Of Proceeds", "Terminations", "Interpretations", "Waivers", "Solvency", "Specific Performance", "Taxes", "Litigations", "Disclosures", "Enforceability", "Records", "Publicity", "Costs", "Fees", "Waiver Of Jury Trials", "Indemnity", "Amendments", "Non-Disparagement", "Successors", "Severability", "Representations", "Subsidiaries", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,500,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. The aggregate number of shares of Preferred Stock sold hereunder shall be up to 2,500. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchasers Subscription Amount and the Company shall deliver to each Purchaser its respective shares of Preferred Stock, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.", "references": ["Anti-Corruption Laws", "Indemnity", "Miscellaneous", "Integration", "Further Assurances", "Notices", "Terminations", "Qualifications", "Vesting", "Enforceability", "Authorizations", "Binding Effects", "Confidentiality", "Construction", "Authority", "Fees", "Entire Agreements", "Expenses", "Adjustments", "Warranties", "Intellectual Property", "Consent To Jurisdiction", "Approvals", "Definitions", "Venues", "Powers", "Sanctions", "Waivers", "Transactions With Affiliates", "Releases", "Closings"], "gold": ["Closings"]}
+{"input": "The term of this Agreement shall commence as of the date hereof, March 15, 2018, and shall continue in full force and effect for a Twelve (12) month term ending March 15, 2019 (hereinafter the \u201c Term \u201d).", "references": ["Applicable Laws", "Confidentiality", "Expenses", "Vacations", "Books", "Financial Statements", "Releases", "Compliance With Laws", "Enforceability", "Indemnifications", "No Waivers", "Adjustments", "Interests", "Fees", "Effectiveness", "Assignments", "Assigns", "Amendments", "Benefits", "Definitions", "Payments", "Positions", "Jurisdictions", "Costs", "Cooperation", "Modifications", "Change In Control", "Participations", "Approvals", "Enforcements", "Terms"], "gold": ["Terms"]}
+{"input": "The Borrower maintains property, business interruption and liability insurance covering the Credit Parties and has paid of the all insurance premiums for the current policy year of each policy.", "references": ["No Defaults", "No Waivers", "Costs", "Records", "Binding Effects", "Withholdings", "Erisa", "Modifications", "Enforceability", "Death", "Titles", "Severability", "Headings", "Terminations", "Confidentiality", "Construction", "Sanctions", "Capitalization", "Effective Dates", "Powers", "Employment", "No Conflicts", "Warranties", "Effectiveness", "Notices", "Specific Performance", "Representations", "Solvency", "Further Assurances", "Waiver Of Jury Trials", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Plan shall be construed and enforced according to the laws of the State of California (not including any California law that would require the substantive law of another jurisdiction to apply), to the extent not preempted by federal law, which shall otherwise control.", "references": ["Brokers", "Anti-Corruption Laws", "Titles", "Indemnity", "Compliance With Laws", "Remedies", "Terminations", "Notices", "Terms", "Assignments", "Forfeitures", "Further Assurances", "Arbitration", "Agreements", "Indemnifications", "Binding Effects", "Effective Dates", "Benefits", "Payments", "Specific Performance", "Miscellaneous", "Litigations", "Participations", "Intellectual Property", "Death", "Assigns", "Releases", "Waiver Of Jury Trials", "Severability", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "At the expense of the Borrower, promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take and cause to be taken all further actions, that may be reasonably necessary or that the Required Lenders through the Administrative Agent may reasonably request, to enable the Lenders and the Administrative Agent to lawfully enforce the terms and provisions of this Agreement and the Loan Documents and to exercise their rights and remedies hereunder and thereunder.\u00a0 In addition, the Borrower will use all reasonable efforts to duly obtain Governmental Actions required from time to time on or prior to such date as the same may become legally required, and thereafter to maintain all such Governmental Actions in full force and effect, except where such failure would not result in a Material Adverse Effect.", "references": ["Compliance With Laws", "Qualifications", "Forfeitures", "Non-Disparagement", "Anti-Corruption Laws", "Capitalization", "Counterparts", "Amendments", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Taxes", "Modifications", "Disclosures", "Effectiveness", "Agreements", "Cooperation", "Releases", "No Waivers", "Duties", "Approvals", "Existence", "Positions", "Indemnifications", "Expenses", "Headings", "Transactions With Affiliates", "Binding Effects", "Sales", "Vesting", "Insurances", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Company shall pay or reimburse you on an after-tax basis for all reasonable legal fees and expenses (including court costs) incurred by you as a result of any claim by you (or on your behalf) that is successful on the merits or settled in your favor (a)\u00a0arising out of your termination of employment during the Term, (b)\u00a0contesting, disputing or enforcing any right, benefits or obligations under this Agreement or (c)\u00a0arising out of or challenging the validity, advisability or enforceability of this Agreement or any provision thereof. You shall be responsible to reimburse the Company for all reasonable legal fees and expenses (including court costs) incurred by the Company as a result of any claim by you that is determined by a court having final jurisdiction over such claim, to have been frivolous.", "references": ["Remedies", "Assignments", "Compliance With Laws", "Counterparts", "Powers", "Agreements", "No Defaults", "Confidentiality", "Insurances", "Defined Terms", "Disclosures", "Amendments", "Qualifications", "Consent To Jurisdiction", "Specific Performance", "Forfeitures", "Organizations", "Disability", "Authorizations", "Taxes", "Non-Disparagement", "Warranties", "Anti-Corruption Laws", "Waivers", "Definitions", "General", "Litigations", "Use Of Proceeds", "Brokers", "Venues", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement constitutes the entire understanding between Landlord and Tenant with respect to the subject matter hereof, and supersedes all other agreements, written or oral, between Landlord and Tenant with respect to such subject matter. This Agreement may be modified only by a written agreement signed by all of the parties hereto and no right hereunder may be waived except by written instrument signed by the party waiving any such right.", "references": ["General", "Modifications", "Authorizations", "Publicity", "Further Assurances", "Remedies", "Governing Laws", "Notices", "Interests", "Agreements", "Titles", "Duties", "Interpretations", "Taxes", "Releases", "Integration", "Tax Withholdings", "Miscellaneous", "Records", "Venues", "Base Salary", "Forfeitures", "Disability", "Effective Dates", "Jurisdictions", "Positions", "Effectiveness", "Terminations", "Payments", "Sanctions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each payment of the Guaranteed Obligations will be subject to the provisions of Section 2.17 , mutatis mutandis with respect to all payments made by the Loan Parties of the applicable Guaranteed Obligations.", "references": ["Powers", "Consent To Jurisdiction", "Insurances", "Vesting", "Sales", "Disclosures", "Counterparts", "Fees", "Enforcements", "Vacations", "Payments", "Anti-Corruption Laws", "Waivers", "Cooperation", "Integration", "Expenses", "Liens", "Capitalization", "Transactions With Affiliates", "Approvals", "Terms", "Books", "No Waivers", "Change In Control", "Arbitration", "Closings", "Solvency", "Construction", "Existence", "Authorizations", "Taxes"], "gold": ["Taxes"]}
+{"input": "THIS FIRST AMENDMENT AND ALL DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).", "references": ["Closings", "Arbitration", "Consents", "Waivers", "Notices", "Taxes", "Qualifications", "Tax Withholdings", "Anti-Corruption Laws", "Vacations", "Solvency", "Base Salary", "Further Assurances", "Effective Dates", "Assigns", "Adjustments", "Expenses", "Withholdings", "Participations", "Submission To Jurisdiction", "Vesting", "Disclosures", "Intellectual Property", "Miscellaneous", "Brokers", "Severability", "Specific Performance", "No Waivers", "Terminations", "Sanctions", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement may not be assigned by the Executive. The Employers may assign their rights, together with its obligations, hereunder (i) to any affiliate or subsidiary, provided that the assignor continues to be responsible for the obligations set forth herein until discharged, or (ii) to third parties in connection with any sale, transfer or other disposition of all or substantially all of its business or assets. The Company will require any successor (whether direct or indirect, by Change of Control, or otherwise) to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.", "references": ["Disclosures", "Use Of Proceeds", "Headings", "Jurisdictions", "Disability", "Amendments", "Effectiveness", "Indemnifications", "Authority", "No Conflicts", "Consents", "Approvals", "Subsidiaries", "Waivers", "Adjustments", "Qualifications", "Consent To Jurisdiction", "Notices", "Withholdings", "Assigns", "Solvency", "Severability", "Interests", "Litigations", "Confidentiality", "Liens", "Sanctions", "Submission To Jurisdiction", "Warranties", "Definitions", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until November 8, 2023 (the \u201cTerm\u201d) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon 10 Business Days\u2019 prior written notice upon payment in full of the Obligations.", "references": ["Consents", "No Conflicts", "Employment", "Payments", "Duties", "Litigations", "Disclosures", "Headings", "Organizations", "Amendments", "Specific Performance", "Agreements", "Authority", "Brokers", "Entire Agreements", "Books", "Governing Laws", "Modifications", "Miscellaneous", "Representations", "Confidentiality", "Closings", "Applicable Laws", "Consent To Jurisdiction", "Titles", "No Defaults", "Liens", "Disability", "Cooperation", "Assigns", "Terms"], "gold": ["Terms"]}
+{"input": "The SSARs shall vest one hundred percent (100%) on the one year anniversary following the Annual Grant Date.", "references": ["Vacations", "Applicable Laws", "Expenses", "Forfeitures", "Consent To Jurisdiction", "Benefits", "Transactions With Affiliates", "Costs", "Indemnity", "Capitalization", "Enforceability", "Compliance With Laws", "Assigns", "Tax Withholdings", "Arbitration", "Terms", "Warranties", "Binding Effects", "No Waivers", "Governing Laws", "Use Of Proceeds", "Anti-Corruption Laws", "Brokers", "Fees", "Positions", "Counterparts", "Duties", "Non-Disparagement", "Qualifications", "Effective Dates", "Vesting"], "gold": ["Vesting"]}
+{"input": "If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule\u00a016b-3 (as those terms or provisions are applied to Participants who are subject to Section\u00a016(b) of the Exchange Act) or Section 422 of the Code (with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule\u00a016b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule\u00a016b-3) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 or Section 422 of the Code is applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.", "references": ["Cooperation", "Titles", "Representations", "Submission To Jurisdiction", "Waivers", "Participations", "Modifications", "Waiver Of Jury Trials", "Entire Agreements", "Venues", "Indemnity", "Use Of Proceeds", "Effectiveness", "Compliance With Laws", "Authority", "Forfeitures", "Assigns", "Death", "Publicity", "General", "Organizations", "Definitions", "Base Salary", "Assignments", "Interpretations", "Survival", "Capitalization", "Disclosures", "Approvals", "Vacations", "Severability"], "gold": ["Severability"]}
+{"input": "The Company or its affiliates may withhold from any amount payable under this letter agreement such federal, tax or local taxes as are required to be withheld pursuant to any applicable law or regulation.", "references": ["Records", "Authority", "Powers", "Waiver Of Jury Trials", "Duties", "Effective Dates", "Existence", "Financial Statements", "Agreements", "Approvals", "Positions", "Jurisdictions", "Amendments", "Consents", "Cooperation", "Disability", "Closings", "Capitalization", "Construction", "Non-Disparagement", "Anti-Corruption Laws", "Insurances", "Interests", "Consent To Jurisdiction", "Counterparts", "Modifications", "Participations", "Payments", "Remedies", "Notices", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The provisions of Section 13(d) of the Plan are incorporated herein by reference and made a part hereof. The Participant shall satisfy such Participant\u2019s withholding liability, if any, referred to in Section 13(d) of the Plan by way of a settlement procedure effected by the settlement of the Award in a combination of: (i) shares of Common Stock; and (ii) cash, where the amount of cash is sufficient to pay all applicable required minimum income, employment, and/or other applicable taxes and employee and, if applicable, employer social security contributions that are statutorily required to be withheld with respect to an Award. Notwithstanding the foregoing, the Participant acknowledges and agrees that to the extent consistent with applicable law and the Participant\u2019s status as an independent consultant for U.S. federal income tax purposes, the Company does not intend to withhold any amounts as federal income tax withholdings under any other state or federal laws, and Participant hereby agrees to make adequate provision for any sums required to satisfy all applicable federal, state, local and foreign tax withholding obligations of the Company which may arise in connection with the grant of Restricted Stock Units.", "references": ["Notices", "Benefits", "Authorizations", "Consent To Jurisdiction", "Headings", "Modifications", "Representations", "Forfeitures", "Insurances", "Records", "Warranties", "Litigations", "Change In Control", "Transactions With Affiliates", "Fees", "Effectiveness", "Jurisdictions", "Intellectual Property", "Qualifications", "Non-Disparagement", "Governing Laws", "Defined Terms", "Closings", "Sanctions", "Liens", "Applicable Laws", "Entire Agreements", "Assignments", "Venues", "Survival", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Maker shall have paid all reasonable expenses incurred by the Bank in connection with the review and approval of the Refinance Request and Refinance Loan, including all reasonable fees and expenses of counsel for the Bank.", "references": ["Authorizations", "Forfeitures", "Terms", "Terminations", "Base Salary", "Powers", "Non-Disparagement", "Indemnity", "Publicity", "Liens", "Counterparts", "Severability", "No Defaults", "Modifications", "Further Assurances", "Closings", "Effective Dates", "Binding Effects", "Vesting", "Remedies", "Disability", "Use Of Proceeds", "Waiver Of Jury Trials", "Cooperation", "Releases", "Assigns", "Submission To Jurisdiction", "Defined Terms", "Effectiveness", "Participations", "Expenses"], "gold": ["Expenses"]}
+{"input": "Peavler agrees that neither he nor members of his immediate family shall engage in any disparagement of the Company, any of its affiliates or minority investees, or any of their respective officers, directors, employees and agents.\u00a0 The Company agrees that it shall not engage in any disparagement of Peavler.", "references": ["Publicity", "No Conflicts", "Organizations", "Amendments", "Consent To Jurisdiction", "Brokers", "Subsidiaries", "Closings", "Warranties", "Insurances", "Modifications", "Indemnifications", "Waivers", "Binding Effects", "Sales", "Cooperation", "Defined Terms", "Financial Statements", "Interests", "Employment", "Definitions", "Tax Withholdings", "Litigations", "Successors", "Compliance With Laws", "Powers", "Effective Dates", "Use Of Proceeds", "Consents", "Erisa", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short Sales,\u00a0of the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.\u00a0 Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser\u2019s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.\u00a0 Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).", "references": ["Effective Dates", "Assigns", "Authority", "Death", "Tax Withholdings", "Costs", "Definitions", "Miscellaneous", "Consents", "Erisa", "Remedies", "Agreements", "Integration", "Benefits", "Forfeitures", "Submission To Jurisdiction", "Solvency", "No Conflicts", "Books", "Cooperation", "Defined Terms", "Records", "Interests", "Interpretations", "Duties", "Powers", "Entire Agreements", "Use Of Proceeds", "Venues", "Brokers", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "In connection with any repurchase, purchase or substitution of one or more Timeshare Loans contemplated by this Section 6, upon satisfaction of the conditions contained in this Section 6, the Issuer and the Indenture Trustee shall execute and deliver or shall cause the execution and delivery of such releases and instruments of transfer or assignment presented to it by the Depositor, in each case, without recourse, as shall be necessary to vest in the Depositor or its designee the legal and beneficial ownership of such Timeshare Loans; provided , \u00a0 however , that with respect to any release of a Timeshare Loan that is substituted by one or more Qualified Substitute Timeshare Loans, the Issuer and the Indenture Trustee shall not execute and deliver or cause the execution and delivery of such releases and instruments of transfer or assignment until the Indenture Trustee and the Servicer receive a Custodian\u2019s Certification for such Qualified Substitute Timeshare Loan.\u00a0\u00a0The Issuer and the Indenture Trustee shall cause the Custodian to release the related Timeshare Loan Files to the Depositor or its designee and the Servicer to release the related Timeshare Loan Servicing Files to the Depositor or its designee; provided , \u00a0 however , that with respect to any Timeshare Loan File or Timeshare Loan Servicing File related to a Timeshare Loan that has been substituted by a Qualified Substitute Timeshare Loan, the Issuer and the Indenture Trustee shall not cause the Custodian and the Servicer to release the related Timeshare Loan File and the Timeshare Loan Servicing File, respectively, until the Indenture Trustee and the Servicer receive a Custodian\u2019s Certification for such Qualified Substitute Timeshare Loan.", "references": ["Duties", "Authorizations", "Brokers", "Further Assurances", "Indemnifications", "No Waivers", "Approvals", "Books", "Authority", "Cooperation", "Integration", "Binding Effects", "Litigations", "Amendments", "Applicable Laws", "Consents", "Miscellaneous", "Fees", "Adjustments", "Powers", "Disclosures", "Closings", "Compliance With Laws", "Enforceability", "Counterparts", "Venues", "Costs", "Participations", "Terminations", "Confidentiality", "Releases"], "gold": ["Releases"]}
+{"input": "Borrower, Administrative Agent and each Lender hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this Amendment.", "references": ["Employment", "Successors", "Taxes", "Survival", "Fees", "Payments", "Existence", "Integration", "Books", "Authorizations", "Sanctions", "Adjustments", "Forfeitures", "Brokers", "Further Assurances", "Warranties", "Tax Withholdings", "Modifications", "Change In Control", "Erisa", "Assigns", "Governing Laws", "Qualifications", "General", "Enforcements", "Compliance With Laws", "Vacations", "Closings", "Terminations", "Enforceability", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Employer shall hold harmless, defend, and indemnify Employee from all claims, demands, or causes of action brought, at any time, against Employee as a result of any of the following circumstances: (a) Employee\u2019s providing services to Employer; (b) any action or inaction arising from or relating to Employee\u2019s position as an Officer of Employer; or (c) any action taken or which should have been taken in the course and scope of Employee\u2019s employment with Employer, or which arose from or related to such employment, including all costs for any judgment, settlement, attorney fees, legal defense, and other expenses related to same; provided, however, that such indemnification obligations provided herein shall not extend to any events which constitute willful misconduct, fraud or gross negligence.", "references": ["Approvals", "Records", "Enforcements", "Sales", "Assigns", "Participations", "Survival", "Titles", "Representations", "Headings", "Waiver Of Jury Trials", "Erisa", "Qualifications", "Books", "General", "Costs", "Positions", "Amendments", "Waivers", "Adjustments", "Governing Laws", "Miscellaneous", "Terminations", "Defined Terms", "Withholdings", "Compliance With Laws", "Binding Effects", "Warranties", "Venues", "Indemnity", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "All insurance policies required to be maintained by (or on behalf of) each Borrower Group Member pursuant to Section\u00a09.1(e) have been obtained and are in full force and effect, and such insurance policies comply in all material respects with the requirements of Section\u00a09.1(e).", "references": ["Disclosures", "Terms", "Amendments", "Closings", "No Conflicts", "Liens", "Participations", "Definitions", "Expenses", "Submission To Jurisdiction", "Authorizations", "Change In Control", "Assignments", "Cooperation", "Assigns", "Jurisdictions", "Headings", "Records", "Use Of Proceeds", "Payments", "Employment", "Counterparts", "Publicity", "General", "Organizations", "Sanctions", "Indemnifications", "Construction", "Consents", "Warranties", "Insurances"], "gold": ["Insurances"]}
+{"input": "The provisions of this Agreement that may be reasonably interpreted as surviving expiration or termination of this Agreement, including Sections 3 (b), 7, 8, 11, 12, 13, 14, 15, 16, 17, 18, 23, 24, 25 and 26, and shall continue in effect after expiration or termination of this Agreement.\u00a0 No termination of this Agreement by either party shall result in a termination of any vested Awards, except in accordance with the terms and conditions of the applicable Award agreement.", "references": ["Indemnifications", "Representations", "Existence", "Death", "Powers", "Integration", "Approvals", "Disability", "Successors", "Further Assurances", "Anti-Corruption Laws", "Change In Control", "Construction", "Subsidiaries", "Vesting", "Jurisdictions", "Transactions With Affiliates", "Governing Laws", "General", "Amendments", "Erisa", "Authorizations", "Counterparts", "Remedies", "Sales", "Employment", "Costs", "Terms", "Participations", "Indemnity", "Survival"], "gold": ["Survival"]}
+{"input": "The Company and its affiliates shall have the right to deduct from all deferrals or payments hereunder, any federal, state, or local tax required by law to be withheld.", "references": ["Subsidiaries", "Brokers", "Approvals", "Taxes", "Fees", "Forfeitures", "Interpretations", "Effective Dates", "Notices", "Successors", "Submission To Jurisdiction", "Warranties", "No Waivers", "Terms", "Litigations", "Consents", "Indemnity", "Arbitration", "Waiver Of Jury Trials", "Indemnifications", "Amendments", "Binding Effects", "Headings", "Participations", "Financial Statements", "Effectiveness", "Enforcements", "Authorizations", "Cooperation", "Adjustments", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The intent of the parties is that all payments and benefits under this Agreement comply or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the \u201c Code \u201d) and the regulations and guidance promulgated thereunder (\u201c Section 409A \u201d). The parties hereto acknowledge and agree that, to the extent applicable, and to the extent that any term or provision is ambiguous, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from Executive or any other individual to the Company or any of its affiliates, employees or agents.", "references": ["Terms", "Expenses", "Disability", "Confidentiality", "Warranties", "Authorizations", "Integration", "Survival", "Intellectual Property", "Base Salary", "Successors", "Releases", "Indemnity", "Costs", "No Defaults", "Fees", "Positions", "Records", "Enforceability", "Interpretations", "Applicable Laws", "Entire Agreements", "Solvency", "Consent To Jurisdiction", "Waivers", "Jurisdictions", "Forfeitures", "Use Of Proceeds", "Sales", "Vacations", "General"], "gold": ["General"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a \"Participant\") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, and the Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.", "references": ["Death", "Enforcements", "Brokers", "Fees", "No Waivers", "Representations", "Enforceability", "Powers", "Organizations", "Forfeitures", "Severability", "Counterparts", "Effective Dates", "Transactions With Affiliates", "Titles", "Binding Effects", "Survival", "Indemnity", "Existence", "Vesting", "Authorizations", "Headings", "No Defaults", "Further Assurances", "Effectiveness", "Records", "Waivers", "Non-Disparagement", "Liens", "Capitalization", "Participations"], "gold": ["Participations"]}
+{"input": "No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement will be binding unless made in writing and signed by each of the Parties hereto.", "references": ["Submission To Jurisdiction", "Duties", "Liens", "Positions", "Death", "Miscellaneous", "Authorizations", "Books", "Consent To Jurisdiction", "Construction", "Disclosures", "Brokers", "Terminations", "Approvals", "Use Of Proceeds", "General", "Participations", "Compliance With Laws", "Fees", "Effective Dates", "Vesting", "Powers", "Taxes", "Interpretations", "Organizations", "Disability", "Enforceability", "Indemnity", "Successors", "Assignments", "Amendments"], "gold": ["Amendments"]}
+{"input": "Schedule 4.21 (as may be updated pursuant to subsection 10.1(a)) sets forth a complete and correct listing of all insurance that is (a)\u00a0maintained by the Borrower and its Restricted Subsidiaries that are Loan Parties and (b)\u00a0material to the business and operations of the Borrower and its Restricted Subsidiaries taken as a whole, in each case as of the Spin-Off Effective Time, with the amounts insured (and any deductibles) set forth therein.", "references": ["Submission To Jurisdiction", "Governing Laws", "Miscellaneous", "Costs", "Benefits", "Disability", "Non-Disparagement", "Books", "Employment", "Death", "Base Salary", "Solvency", "Change In Control", "Further Assurances", "Terminations", "Existence", "Payments", "Consent To Jurisdiction", "Taxes", "Amendments", "Effectiveness", "Venues", "Assignments", "Representations", "Capitalization", "Expenses", "Interpretations", "Agreements", "Integration", "No Defaults", "Insurances"], "gold": ["Insurances"]}
+{"input": "The closing of the Exchange Transaction (the \u201c Closing \u201d) shall take place at the offices of Kirkland & Ellis LLP, 609 Main Street, Houston, Texas 77002, at 10:00 a.m., local time, on the third Business Day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Section 6 below (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date, time or place is agreed to in writing by the parties hereto.", "references": ["Assigns", "Modifications", "Governing Laws", "Approvals", "Subsidiaries", "Powers", "Positions", "Capitalization", "Employment", "Solvency", "Adjustments", "Liens", "Definitions", "Effectiveness", "Payments", "Assignments", "Withholdings", "Transactions With Affiliates", "Specific Performance", "Disclosures", "Change In Control", "Remedies", "Base Salary", "Arbitration", "Compliance With Laws", "Anti-Corruption Laws", "Fees", "Authority", "No Conflicts", "Participations", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement begins on the Effective Date and shall continue indefinitely unless sooner terminated as provided in this Article 5.", "references": ["Erisa", "Compliance With Laws", "Notices", "Financial Statements", "Capitalization", "No Waivers", "Tax Withholdings", "Jurisdictions", "Authority", "Brokers", "Venues", "Anti-Corruption Laws", "Governing Laws", "Successors", "Remedies", "Construction", "Subsidiaries", "Sanctions", "Duties", "Fees", "Adjustments", "Indemnifications", "Use Of Proceeds", "Indemnity", "Forfeitures", "Specific Performance", "Solvency", "Counterparts", "Definitions", "Warranties", "Terms"], "gold": ["Terms"]}
+{"input": "Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.", "references": ["Agreements", "Vacations", "Powers", "Intellectual Property", "Sales", "Use Of Proceeds", "Sanctions", "Severability", "Specific Performance", "Compliance With Laws", "Notices", "Defined Terms", "Amendments", "Confidentiality", "No Conflicts", "Modifications", "Vesting", "Duties", "Payments", "Representations", "Base Salary", "General", "Indemnity", "Transactions With Affiliates", "Binding Effects", "Capitalization", "Consent To Jurisdiction", "Indemnifications", "Subsidiaries", "Change In Control", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "As of the Effective Date, the Parent has only the Subsidiaries listed on Schedule 3.15 attached hereto. Education Realty OP GP, Inc. and Education Realty OP Limited Partnership Trust each qualify as a \u201cqualified REIT subsidiary\u201d under Section 856 of the Code.", "references": ["Jurisdictions", "Benefits", "Severability", "Tax Withholdings", "Existence", "Counterparts", "Terms", "Solvency", "Notices", "Successors", "Disability", "Interpretations", "Fees", "Authorizations", "Participations", "Qualifications", "Sales", "Organizations", "Books", "Waivers", "Assignments", "Use Of Proceeds", "Non-Disparagement", "Specific Performance", "Payments", "Venues", "Powers", "Releases", "Waiver Of Jury Trials", "Expenses", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement shall be construed in accordance with the laws of Delaware (without reference to principles of conflict of laws).", "references": ["Indemnity", "Subsidiaries", "Use Of Proceeds", "Disclosures", "Participations", "Withholdings", "Warranties", "Positions", "Taxes", "Effective Dates", "Amendments", "Duties", "Severability", "Insurances", "Liens", "Interpretations", "Benefits", "Erisa", "Defined Terms", "Notices", "Books", "Fees", "Construction", "Records", "Effectiveness", "Successors", "Specific Performance", "Terms", "Confidentiality", "Cooperation", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.", "references": ["Disclosures", "Vesting", "Notices", "Payments", "Disability", "Financial Statements", "Books", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Warranties", "Interests", "Arbitration", "Solvency", "Taxes", "Confidentiality", "No Conflicts", "Interpretations", "Miscellaneous", "Remedies", "Definitions", "Survival", "Subsidiaries", "Defined Terms", "Authorizations", "Jurisdictions", "Terminations", "Powers", "Submission To Jurisdiction", "Tax Withholdings", "Litigations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, (i)\u00a0all payments by the Borrower hereunder (except with respect to principal of and interest on Loans denominated in an Alternative Currency) shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein, and (ii)\u00a0all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due from the Borrower under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent (i)\u00a0after 1:00 p.m., in the case of payments in Dollars, or (ii)\u00a0after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Modifications", "Severability", "Compliance With Laws", "Waiver Of Jury Trials", "Binding Effects", "No Defaults", "Participations", "Cooperation", "Authority", "Consent To Jurisdiction", "Organizations", "Intellectual Property", "Payments", "Jurisdictions", "Non-Disparagement", "Solvency", "Waivers", "Transactions With Affiliates", "Consents", "Publicity", "Entire Agreements", "Warranties", "Remedies", "Anti-Corruption Laws", "Vacations", "Forfeitures", "Approvals", "Definitions", "Litigations", "Withholdings", "General"], "gold": ["General"]}
+{"input": "All expenses incurred by the Advisor in performing the services under this Agreement shall be incurred solely by the Advisor. The Company will reimburse the Advisor for reasonable, pre-approved expenses associated with the Advisor\u2019s providing of the services.", "references": ["Waivers", "Assignments", "Consents", "Closings", "Submission To Jurisdiction", "Terminations", "No Waivers", "Intellectual Property", "Integration", "No Defaults", "Disability", "Counterparts", "General", "Warranties", "Base Salary", "Miscellaneous", "Vesting", "Powers", "Confidentiality", "Financial Statements", "Defined Terms", "Jurisdictions", "Venues", "Publicity", "Binding Effects", "Headings", "Forfeitures", "Costs", "Existence", "Sanctions", "Expenses"], "gold": ["Expenses"]}
+{"input": "(a) Except as disclosed in Schedule 8.3 hereof, each Group Member has good and marketable title to, or valid and subsisting leasehold interests in, all its real property used by such Group Member in the operation of its business, and good title to all its respective other owned property, except where the failure to have such title or interest would not have a Material Adverse Effect. All such real property and other owned property is free and clear of any Liens, other than Liens permitted by subsection 8.3.", "references": ["Change In Control", "Titles", "Successors", "Litigations", "Taxes", "Capitalization", "Withholdings", "Compliance With Laws", "Counterparts", "Consents", "Effective Dates", "Notices", "Approvals", "Submission To Jurisdiction", "Interpretations", "Headings", "Transactions With Affiliates", "Solvency", "Enforcements", "Enforceability", "Indemnity", "Forfeitures", "Existence", "Disability", "Integration", "Confidentiality", "Brokers", "Employment", "No Conflicts", "Terms", "Liens"], "gold": ["Liens"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.\u00a0 In addition, as a condition to any such Letter of Credit issuance, the Company shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the relevant Issuing Bank and using such Issuing Bank\u2019s standard form (each, a \u201c Letter of Credit Agreement \u201d).\u00a0 A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, subject to Sections 2.04 and 2.11(b), (i) the Dollar Amount of the LC Exposure shall not exceed $15,000,000, (ii) the sum of (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Company at such time shall not exceed such Issuing Bank\u2019s Letter of Credit Commitment, (iii) the Dollar Amount of the Total Revolving Credit Exposure shall not exceed the Aggregate Commitment, (iv) the Dollar Amount of each Lender\u2019s Revolving Credit Exposure shall not exceed such Lender\u2019s Commitment and (v) the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit.\u00a0 The Company may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Company shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in the immediately preceding clauses (i) through (v) shall not be satisfied.", "references": ["Records", "Warranties", "Successors", "Powers", "Benefits", "Effectiveness", "Death", "Applicable Laws", "Indemnity", "Organizations", "General", "Intellectual Property", "Sales", "Governing Laws", "Titles", "Miscellaneous", "Vacations", "Assignments", "Disclosures", "Enforceability", "Authorizations", "Litigations", "No Waivers", "Venues", "Erisa", "Assigns", "Definitions", "Transactions With Affiliates", "Use Of Proceeds", "Vesting", "Amendments"], "gold": ["Amendments"]}
+{"input": "Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Ordinary Shares under any state, federal or foreign law or under the rules and regulations of the U.S. Securities and Exchange Commission, the stock exchange on which Ordinary Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company\u2019s counsel to be necessary or advisable for the issuance and sale of any Ordinary Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Ordinary Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.", "references": ["Consent To Jurisdiction", "Effective Dates", "Approvals", "Arbitration", "Liens", "Solvency", "Binding Effects", "No Defaults", "Tax Withholdings", "General", "Capitalization", "Records", "Intellectual Property", "Assignments", "No Waivers", "Change In Control", "Indemnifications", "Confidentiality", "Organizations", "Fees", "Insurances", "Waivers", "Brokers", "Defined Terms", "Vesting", "Subsidiaries", "Integration", "Expenses", "Headings", "Anti-Corruption Laws", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Immediately after the consummation of the Amendment Transactions to occur on the Amendment No. 1 Effective Date and immediately following the making of each Loan and after giving effect to the application of proceeds of each Loan, the Loan Parties are, together with their Restricted Subsidiaries on a consolidated basis, Solvent.", "references": ["No Waivers", "No Conflicts", "Cooperation", "Venues", "Indemnity", "Waivers", "Payments", "Integration", "Notices", "Intellectual Property", "Insurances", "Use Of Proceeds", "Vesting", "Fees", "Defined Terms", "Representations", "Governing Laws", "Consents", "Vacations", "Enforcements", "Construction", "Participations", "Waiver Of Jury Trials", "Tax Withholdings", "Duties", "Death", "Non-Disparagement", "Confidentiality", "Withholdings", "Change In Control", "Solvency"], "gold": ["Solvency"]}
+{"input": "Except to the extent inconsistent with the Employer\u2019s certificate of incorporation or bylaws, the Employer will indemnify Executive and hold Executive harmless to the fullest extent permitted by law with respect to Executive\u2019s service as an officer and employee of the Employer and its subsidiaries, which indemnification shall be provided following termination of employment for so long as Executive may have liability with respect to Executive\u2019s service as an officer or employee of the Employer and its subsidiaries. Executive will be covered by a directors\u2019 and officers\u2019 insurance policy with respect to Executive\u2019s acts as an officer to the same extent as all other officers of the Employer under such policies.", "references": ["Interpretations", "Effective Dates", "No Conflicts", "Survival", "Releases", "Liens", "Interests", "Binding Effects", "Terms", "Enforcements", "Severability", "Existence", "Definitions", "Participations", "Transactions With Affiliates", "Successors", "Consent To Jurisdiction", "No Defaults", "Employment", "Authority", "Qualifications", "Use Of Proceeds", "Payments", "Confidentiality", "Base Salary", "Titles", "Records", "Solvency", "Terminations", "Headings", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "(a)\u00a0Effective as of the Effective Date, each Party (in such capacity, the \u201c Releasing Party \u201d) does hereby, for itself and each of its affiliates (in the case of the Manager) or controlled affiliates (in the case of the Company), release and forever discharge the other Party and its affiliates and each of their respective current or former stockholders, directors, officers, agents and employees (in each case, in such person\u2019s respective capacity as such) and their respective heirs, executors, administrators, successors and assigns, from any and all liabilities whatsoever to the Releasing Party or any of its affiliates (in the case of the Manager) or controlled affiliates (in the case of the Company), whether at law or in equity (including any right of contribution), whether arising under any contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Date; provided , however , that this release does not purport to apply to (i)\u00a0the proceeding captioned Cumming v. Edens , C.A. No. 13007-VCS, pending in the Delaware Court of Chancery (the \u201c Derivative Litigation \u201d), (ii) any indemnification obligations pursuant to Section\u00a011 of the Management Agreement as described in Sections 1.01 \u00a0and 6.01 , which obligations shall survive as set forth in such Sections or (iii)\u00a0any rights of a Party under this Agreement or the TSA.", "references": ["Remedies", "Taxes", "Participations", "Use Of Proceeds", "Definitions", "Construction", "Successors", "Vacations", "Forfeitures", "Further Assurances", "Books", "Applicable Laws", "Assigns", "Adjustments", "Authorizations", "Consent To Jurisdiction", "Modifications", "Binding Effects", "Arbitration", "Subsidiaries", "Waiver Of Jury Trials", "Solvency", "Sanctions", "Assignments", "Amendments", "Positions", "Confidentiality", "Disclosures", "Non-Disparagement", "Brokers", "Releases"], "gold": ["Releases"]}
+{"input": "In the event of a breach or threatened breach by Executive of Section 7, Section 8, or Section 9 of this Agreement, Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.", "references": ["Vacations", "Jurisdictions", "Approvals", "Liens", "Disclosures", "Indemnity", "Consents", "Records", "Brokers", "Publicity", "Survival", "Amendments", "Existence", "Transactions With Affiliates", "Cooperation", "Interpretations", "Fees", "Confidentiality", "Capitalization", "Indemnifications", "Vesting", "Withholdings", "Tax Withholdings", "Participations", "Miscellaneous", "Organizations", "Intellectual Property", "Books", "Duties", "Non-Disparagement", "Remedies"], "gold": ["Remedies"]}
+{"input": "Each Lender hereby designates and appoints Bank of America as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this ARTICLE XIV . The provisions of this ARTICLE XIV (other than Sections \u00a014.9 , 14.11(a) , 14.11(c) and 14.15(a) ) are solely for the benefit of the Agent and the Lenders, and the Borrower shall have no rights as a third-party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term \u201cagent\u201d in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including the exercise of remedies pursuant to Section \u00a011.2 , and any action so taken or not taken shall be deemed consented to by the Lenders.", "references": ["No Conflicts", "Base Salary", "Integration", "Insurances", "Sales", "Taxes", "Amendments", "Subsidiaries", "Miscellaneous", "Costs", "Brokers", "General", "Agreements", "Interpretations", "Duties", "Waivers", "Books", "Construction", "Transactions With Affiliates", "Intellectual Property", "Powers", "Binding Effects", "Terminations", "Solvency", "Waiver Of Jury Trials", "Sanctions", "Releases", "Existence", "Non-Disparagement", "No Waivers", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The provisions of Sections 8 , \u00a0 9 , \u00a0 10 , \u00a0 11 , \u00a0 12 , \u00a0 13 , \u00a0 14 , and 15 shall survive the termination of this Agreement.", "references": ["Vesting", "Titles", "Organizations", "Liens", "Arbitration", "Duties", "Representations", "Existence", "Terminations", "Disability", "Venues", "Tax Withholdings", "Payments", "Approvals", "Participations", "Miscellaneous", "Employment", "Authorizations", "Change In Control", "Fees", "Jurisdictions", "Insurances", "Waivers", "Forfeitures", "Effective Dates", "Costs", "Records", "Indemnity", "Terms", "Interpretations", "Survival"], "gold": ["Survival"]}
+{"input": "Except as would not reasonably be expected to result in liability to the Borrower or the Guarantor, none of the Borrower, the Guarantor or any ERISA Affiliate will maintain, contribute to or have an obligation to contribute to any Pension Plan or Multiemployer Plan.", "references": ["Employment", "Authorizations", "Intellectual Property", "Records", "Brokers", "Insurances", "Binding Effects", "Construction", "Indemnity", "Publicity", "General", "Organizations", "Costs", "Forfeitures", "Counterparts", "Sanctions", "Sales", "Transactions With Affiliates", "Survival", "Consent To Jurisdiction", "Releases", "Vesting", "Representations", "Submission To Jurisdiction", "Approvals", "Definitions", "Compliance With Laws", "Qualifications", "Positions", "Amendments", "Erisa"], "gold": ["Erisa"]}
+{"input": "The balance sheet of The Goldfield Corporation and its subsidiaries, if any, and the related Consolidated Statements of Income and Consolidated Statements of Stockholders\u2019 Equity of The Goldfield Corporation and its subsidiaries, the accompanying footnotes together with the accountant\u2019s opinion thereon, and all other financial information previously furnished to the Bank, are true and correct and fairly reflect the financial condition of The Goldfield Corporation and its subsidiaries as of the dates thereof, including all contingent liabilities of every type, and the financial condition of The Goldfield Corporation and its subsidiaries as stated therein has not changed materially and adversely since the date thereof. Each Guarantor further represents and warrants that all financial statements provided by such Guarantor to Bank concerning such Guarantor\u2019s financial condition are true and correct and fairly represent such Guarantor\u2019s financial condition as of the dates thereof.", "references": ["No Waivers", "Definitions", "Applicable Laws", "No Defaults", "Binding Effects", "Miscellaneous", "Qualifications", "Assignments", "Death", "Representations", "Records", "Specific Performance", "Tax Withholdings", "Survival", "Sales", "Compliance With Laws", "Anti-Corruption Laws", "No Conflicts", "Construction", "Releases", "Closings", "Duties", "Erisa", "Sanctions", "Base Salary", "Enforceability", "Modifications", "Disability", "Assigns", "Approvals", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Bank shall cause the Executive to be paid an annual base salary (the \u201cBase Salary\u201d) as determined by the Board of Directors of ANC or its Compensation Committee (the \u201cCompensation Committee\u201d), which Base Salary, however, shall not be less than $263,750 per year, subject to all applicable withholdings. The Base Salary shall be paid in approximately equal installments to the Executive in accordance with established payroll practices of the Bank (but no less frequently than monthly).", "references": ["Participations", "Arbitration", "Expenses", "Adjustments", "Positions", "Further Assurances", "Approvals", "Transactions With Affiliates", "Waivers", "Defined Terms", "Closings", "Insurances", "Tax Withholdings", "Amendments", "Anti-Corruption Laws", "Consents", "Effectiveness", "No Conflicts", "Notices", "Interpretations", "Authorizations", "Erisa", "Indemnifications", "Publicity", "Fees", "Sales", "Consent To Jurisdiction", "Organizations", "Assignments", "Liens", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "It is the intent of the Parties that the provisions of this Agreement shall be enforced to the fullest extent permitted by Law. Accordingly, if any particular paragraph(s), subparagraph(s) or portion(s) of this Agreement shall be held invalid or unenforceable as written or otherwise determined to be too broad to permit the enforcement of such paragraph(s), subparagraph(s) or portion(s) to its fullest extent, then such paragraph(s), subparagraph(s) or portion(s) will be enforced to the maximum extent permitted by Law, and the Parties hereby consent and agree that such scope may be judicially limited or modified accordingly in any proceeding brought to enforce such restriction to the extent necessary to be valid or enforceable. Such modification shall not affect the remaining provisions of this Agreement. To the extent any paragraph(s), subparagraph(s) or portion(s) of this Agreement are found invalid or unenforceable and cannot be modified to be valid or enforceable, then the Agreement shall be construed as if those paragraph(s), subparagraph(s) or portion(s) were deleted, and all remaining terms and provisions shall be enforceable in law or equity in accordance with their terms.", "references": ["Tax Withholdings", "Specific Performance", "Capitalization", "Duties", "Indemnity", "Use Of Proceeds", "Integration", "Litigations", "Publicity", "Jurisdictions", "Liens", "Records", "Authority", "Insurances", "Terminations", "Forfeitures", "Death", "Effective Dates", "Solvency", "Assigns", "Waiver Of Jury Trials", "Consents", "Sales", "Modifications", "Arbitration", "Terms", "Approvals", "Financial Statements", "Venues", "Erisa", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Except as disclosed in the 2017 10-K or 2018 10-Q, or otherwise pursuant to the Loan Documents, as of the Effective Date the Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any other Consolidated Entity and their Subsidiaries is subject that are known to Borrower, and all other matters known to any of them, that, in the aggregate, would reasonably be expected to result in a Material Adverse Effect.\u00a0 No written reports, financial statements, certificates or other information furnished by or on behalf of any Consolidated Entity to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, when made and in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based on assumptions believed to be reasonable at the time.", "references": ["Base Salary", "Venues", "Adjustments", "Successors", "Publicity", "Cooperation", "Withholdings", "No Conflicts", "Costs", "Assignments", "Indemnity", "Death", "Terms", "Erisa", "Taxes", "Modifications", "Waiver Of Jury Trials", "Non-Disparagement", "Forfeitures", "Submission To Jurisdiction", "No Waivers", "Anti-Corruption Laws", "Liens", "Effectiveness", "Duties", "Warranties", "Terminations", "Integration", "Participations", "Records", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Company will keep and maintain accurate and complete records regarding the information necessary to substantiate the reports due pursuant to this Agreement for three (3) years. Upon fifteen (15) days prior written notice from Misonix, Company will permit an independent certified public accounting firm of internationally recognized standing, selected by Misonix, to examine the relevant books and records of Company as may be reasonably necessary to verify the payments due under this Agreement. The accounting firm will be provided access to such books and records at Company\u2019s facility or facilities where such books and records are normally kept and such examination will be conducted during Company\u2019s normal business hours. Upon completion of the audit, the accounting firm will provide both Misonix and Company a written report disclosing whether the reports submitted or payments made by Company are correct or incorrect and the specific details concerning any discrepancies. If the accountant determines that the report submitted or payments made by Company understated the amount due to Misonix, then Company will promptly pay such understated amount, and, if, during any calendar year, the understated amount is more than five percent (5%) of the amount that was owed to Misonix, Company will reimburse Misonix for the expense incurred by Misonix in connection with the audit and promptly pay Misonix a ten percent (10%) surcharge on such shortfall.", "references": ["Compliance With Laws", "No Defaults", "General", "Publicity", "Titles", "Anti-Corruption Laws", "Assigns", "Effective Dates", "Construction", "Indemnity", "Benefits", "Waiver Of Jury Trials", "Erisa", "Modifications", "Submission To Jurisdiction", "Enforceability", "Powers", "Organizations", "Books", "Applicable Laws", "Entire Agreements", "Jurisdictions", "Litigations", "Capitalization", "Qualifications", "Brokers", "Defined Terms", "Subsidiaries", "Disclosures", "Vesting", "Records"], "gold": ["Records"]}
+{"input": "At such time as any LICENSED PRODUCT is being commercially SOLD (other than for the purpose of obtaining [***] ) by LICENSEE, a SUBLICENSEE, or a subsidiary or agent of LICENSEE, LICENSEE shall at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than [***] dollars ($ [***] ) per incident and naming UNIVERSITY, its Curators, trustees, officers, agents, employees and affiliates, as additional insureds. Such commercial general liability insurance shall provide (a) product liability coverage and (b) broad form contractual liability coverage for LICENSEE's indemnification under this AGREEMENT. Such insurance will be considered primary as to any other valid and collectible insurance, but only as to acts of the named insured. Any carrier providing coverage shall have a minimum \"Best\" rating of \"A-XII\". The minimum amounts of insurance coverage required shall not be construed to create a limit of LICENSEE's liability with respect to its indemnification under this AGREEMENT.", "references": ["Powers", "Use Of Proceeds", "No Conflicts", "Indemnity", "Litigations", "Amendments", "Liens", "Closings", "Base Salary", "Duties", "Effective Dates", "Confidentiality", "Approvals", "Titles", "Representations", "No Waivers", "Anti-Corruption Laws", "Disclosures", "Submission To Jurisdiction", "Intellectual Property", "Transactions With Affiliates", "Costs", "Sanctions", "Death", "Modifications", "Waiver Of Jury Trials", "Cooperation", "Binding Effects", "Positions", "Organizations", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Company hereby agrees to and shall indemnify Indemnitee and hold Indemnitee harmless, to the fullest extent permitted by applicable law, from and against any and all Expenses and Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with a Proceeding. The phrase \"to the fullest extent permitted by applicable law\" shall include, to the fullest extent permitted by the DGCL as in effect on the date of this Agreement, and to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company\u2019s Certificate of Incorporation, By-Laws, vote of its stockholders or disinterested directors or applicable law.", "references": ["Participations", "Disclosures", "Adjustments", "Agreements", "Remedies", "Definitions", "Amendments", "Anti-Corruption Laws", "Waivers", "Assigns", "Headings", "No Waivers", "Duties", "Approvals", "Forfeitures", "Interpretations", "Authorizations", "Costs", "Sales", "Terminations", "Consent To Jurisdiction", "Waiver Of Jury Trials", "No Defaults", "Enforceability", "Authority", "Insurances", "Withholdings", "Indemnity", "Intellectual Property", "Warranties", "General"], "gold": ["General"]}
+{"input": "This Agreement has been executed and delivered and shall be construed, interpreted and governed pursuant to and in accordance with the laws of the State of Delaware, without regard to any conflict of laws principles which, if applied, might permit or require the application of the laws of another jurisdiction.", "references": ["Positions", "Entire Agreements", "Non-Disparagement", "Binding Effects", "Representations", "Notices", "Further Assurances", "Participations", "Confidentiality", "Arbitration", "Brokers", "Effective Dates", "Specific Performance", "No Conflicts", "Amendments", "Survival", "Definitions", "Powers", "Assigns", "Headings", "Releases", "Withholdings", "Interpretations", "Solvency", "Death", "Qualifications", "Miscellaneous", "Liens", "Consent To Jurisdiction", "Records", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Lead Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, domain names, software, trade secrets, know-how database rights, design rights and other intellectual property rights (collectively, \u201c IP Rights \u201d) that are reasonably necessary for the operation of their respective businesses as currently conducted, and such IP Rights do not conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no use of IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim, accused infringements or litigation regarding any of the IP Rights is pending or, to the knowledge of the Lead Borrower, threatened in writing against any Loan Party or any of its Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "references": ["Benefits", "Miscellaneous", "Venues", "Vacations", "Survival", "General", "Assignments", "Expenses", "Withholdings", "Submission To Jurisdiction", "Participations", "Interests", "Interpretations", "Amendments", "Confidentiality", "Non-Disparagement", "Headings", "Financial Statements", "Consents", "Approvals", "Indemnifications", "Severability", "Liens", "No Conflicts", "Warranties", "Capitalization", "Insurances", "Waivers", "Powers", "Arbitration", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Any notices required or permitted to be given under this Agreement will be sufficient if in writing, and if personally delivered or when sent by first class certified or registered mail, postage prepaid, return receipt requested \u2212 in the case of the Executive, to his principal residence address identified in the Company\u2019s records or in subsequent notice to the Company and in the case of the Company, to the address of its principal place of business, to the attention of the Corporate Secretary of the Company.", "references": ["Successors", "No Waivers", "Definitions", "Approvals", "Assignments", "Effectiveness", "Books", "Survival", "Existence", "Waiver Of Jury Trials", "Waivers", "Jurisdictions", "Integration", "Confidentiality", "Insurances", "Litigations", "Employment", "Modifications", "Duties", "Fees", "Severability", "Positions", "Authorizations", "Costs", "Taxes", "Cooperation", "Withholdings", "Vacations", "Tax Withholdings", "Erisa", "Notices"], "gold": ["Notices"]}
+{"input": "Except as set forth in the Disclosure Schedules or as disclosed pursuant to Section 6.2 , there are no actions or proceedings pending by or against Borrower or any Subsidiary before any court or administrative agency in which a likely adverse decision would reasonably be expected to have a Material Adverse Effect.", "references": ["Insurances", "Change In Control", "Further Assurances", "Effective Dates", "Positions", "Authorizations", "Subsidiaries", "Solvency", "Specific Performance", "Closings", "Representations", "Titles", "Non-Disparagement", "Submission To Jurisdiction", "Vesting", "Costs", "Tax Withholdings", "Enforcements", "Use Of Proceeds", "Releases", "Disclosures", "Brokers", "Participations", "No Waivers", "Qualifications", "Taxes", "Cooperation", "Entire Agreements", "Base Salary", "Enforceability", "Litigations"], "gold": ["Litigations"]}
+{"input": "Any notice hereunder will be in writing to the address set forth above (and in the case of Facebook, to the attention of Legal-Notices@fb.com) and will be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered\u00a0U.S. Mail (return receipt requested); or (iii) one (1)\u00a0day after it is sent if by next day delivery by a major commercial delivery service and electronic mail.", "references": ["Employment", "Entire Agreements", "Positions", "Applicable Laws", "Duties", "Existence", "Enforceability", "Cooperation", "Remedies", "Effectiveness", "Effective Dates", "Payments", "Erisa", "Solvency", "Sales", "Authorizations", "Binding Effects", "Construction", "Successors", "Tax Withholdings", "Disclosures", "Waivers", "Organizations", "Terminations", "Confidentiality", "Counterparts", "Definitions", "Anti-Corruption Laws", "Governing Laws", "Indemnity", "Notices"], "gold": ["Notices"]}
+{"input": "During the Term, Seller shall maintain a general liability insurance policy, with coverage in an amount not less than $2,000,000.00, insuring for covered losses arising out of Seller\u2019s presence and activities on the Property. In lieu of coverage in the amount of $2,000,000, Seller may maintain general liability coverage on a per occurrence basis of $1,000,000 and excess umbrella coverage on a per occurrence basis of $1,000,000. The aforesaid insurance shall be obtained from a company reasonably satisfactory to Owner and licensed to do business in the State of Oregon. Such insurance policy or policies shall name Owner and Owner\u2019s manager, CatchMark Timber Operating Partnership, L.P., as additional insureds, and shall provide for at least thirty (30) days\u2019 written notice to Owner prior to cancellation, termination, modification or change of any such policy. A certificate thereof, together with satisfactory evidence of payment of the premium thereon, shall be deposited with Owner on or before the commencement of harvest by Seller or any timber buyer or, if later, the date of this Agreement. Owner makes no representation that the limits of liability specified to be carried by Seller under the terms hereof are adequate to protect Seller. If Seller deems this insurance to be inadequate, Seller shall, at its own expense, provide such additional insurance as necessary.", "references": ["Approvals", "Entire Agreements", "Cooperation", "No Defaults", "Representations", "Qualifications", "Releases", "General", "Employment", "Waivers", "Notices", "Amendments", "Governing Laws", "Taxes", "Indemnifications", "Closings", "Powers", "Remedies", "Terms", "Submission To Jurisdiction", "Death", "Financial Statements", "Base Salary", "Capitalization", "Counterparts", "Compliance With Laws", "Payments", "Assignments", "Intellectual Property", "Benefits", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each of PCSN and PCSS is duly formed, validly existing and in good standing under the Laws of the State of Delaware.", "references": ["Adjustments", "Effectiveness", "Erisa", "Consent To Jurisdiction", "Venues", "Expenses", "Notices", "Authorizations", "General", "Arbitration", "Binding Effects", "Waiver Of Jury Trials", "Publicity", "Non-Disparagement", "Modifications", "Transactions With Affiliates", "Employment", "Confidentiality", "Anti-Corruption Laws", "Solvency", "Enforceability", "Powers", "Vesting", "Insurances", "Representations", "Organizations", "Financial Statements", "Use Of Proceeds", "Interests", "Interpretations", "Existence"], "gold": ["Existence"]}
+{"input": "The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company\u2019s various option and incentive plans, is specified in Schedule 3.1(g) . Except as specified in Schedule 3.1(g), no securities of any Existing Company Entity are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as specified in Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Shares hereunder will not, immediately or with the passage of time, obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company or Subsidiary securities to adjust the exercise, conversion, exchange or reset price under such securities. Except as set forth in Schedule 3.1(g), no Existing Company Entity has issued any capital stock in a private placement transaction.", "references": ["Interests", "Costs", "Use Of Proceeds", "Powers", "Governing Laws", "Insurances", "Terminations", "Brokers", "Expenses", "Solvency", "Taxes", "Assigns", "Erisa", "Releases", "General", "Remedies", "Counterparts", "Fees", "Survival", "Waivers", "Applicable Laws", "Enforceability", "Agreements", "Compliance With Laws", "Authorizations", "Withholdings", "Records", "Indemnifications", "Specific Performance", "Benefits", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement together with the other Loan Documents constitute and contain the entire agreement among the Company and Investor and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.", "references": ["Waivers", "Capitalization", "Organizations", "Amendments", "Counterparts", "Specific Performance", "Modifications", "Miscellaneous", "Closings", "Enforceability", "Governing Laws", "Duties", "Transactions With Affiliates", "Anti-Corruption Laws", "Use Of Proceeds", "Non-Disparagement", "Financial Statements", "Defined Terms", "Erisa", "Payments", "Cooperation", "Binding Effects", "Indemnity", "Existence", "Terms", "Subsidiaries", "Interpretations", "Insurances", "No Defaults", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).\u00a0\u00a0EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Intellectual Property", "Non-Disparagement", "Sanctions", "Assigns", "Compliance With Laws", "General", "Waivers", "Releases", "Use Of Proceeds", "No Defaults", "Erisa", "Remedies", "Solvency", "Sales", "Successors", "Warranties", "No Waivers", "Disclosures", "Consent To Jurisdiction", "Brokers", "Taxes", "Tax Withholdings", "Expenses", "Venues", "Jurisdictions", "Financial Statements", "Positions", "Terms", "Integration", "Organizations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Borrower shall not assign this Note without Lender\u2019s prior written consent which may be granted or withheld in Lender\u2019s sole and absolute discretion.", "references": ["Books", "Capitalization", "Insurances", "Modifications", "Severability", "Further Assurances", "Benefits", "Defined Terms", "Authority", "Tax Withholdings", "Terms", "Submission To Jurisdiction", "Binding Effects", "Venues", "Non-Disparagement", "Vesting", "No Defaults", "Financial Statements", "Records", "Titles", "Forfeitures", "Applicable Laws", "Change In Control", "Warranties", "Disclosures", "Interests", "Enforcements", "Indemnifications", "Subsidiaries", "Existence", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each of Borrower and Guarantor has legal title to or valid leasehold interests in, as applicable, all of their respective properties and assets reflected in the most recent financial statements delivered by Borrower and Guarantor to Administrative Agent, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business. All such properties and assets are free and clear of Liens except with respect to any Debt indicated on such financial statements. As of the Closing Date, Borrower owns the Premises free and clear of any and all Liens, except for Permitted Encumbrances.", "references": ["Authorizations", "Brokers", "Successors", "Counterparts", "Construction", "Payments", "Closings", "Arbitration", "Effective Dates", "Subsidiaries", "Venues", "Vacations", "Entire Agreements", "Benefits", "Base Salary", "Authority", "Participations", "Costs", "Assigns", "Litigations", "Enforcements", "No Defaults", "Change In Control", "Waiver Of Jury Trials", "Records", "Representations", "Vesting", "Disclosures", "Cooperation", "Sanctions", "Liens"], "gold": ["Liens"]}
+{"input": "There are no Subsidiaries of the Company.\u00a0 If the Company has no Subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.", "references": ["Participations", "Costs", "Enforceability", "Titles", "Amendments", "Expenses", "No Defaults", "Authorizations", "Payments", "Records", "Applicable Laws", "Defined Terms", "Notices", "Vesting", "Liens", "Duties", "Successors", "Confidentiality", "Employment", "Specific Performance", "Withholdings", "No Conflicts", "Sanctions", "Authority", "Forfeitures", "Closings", "Indemnity", "Sales", "Waivers", "Representations", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Section headings used herein shall have absolutely no legal significance and are used solely for convenience of reference.", "references": ["Consents", "Amendments", "Counterparts", "Definitions", "Further Assurances", "Change In Control", "Interpretations", "Agreements", "Applicable Laws", "Authority", "Interests", "Confidentiality", "Use Of Proceeds", "Capitalization", "Costs", "Brokers", "No Waivers", "Fees", "Venues", "Miscellaneous", "Insurances", "Consent To Jurisdiction", "Construction", "Solvency", "Submission To Jurisdiction", "Financial Statements", "Authorizations", "Enforcements", "Adjustments", "Existence", "Headings"], "gold": ["Headings"]}
+{"input": "To the extent applicable, the Borrower and each of its Subsidiaries is in compliance, in all material respects, with the (a)\u00a0Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (b)\u00a0Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001) (the \u201c Patriot Act \u201d); and (c)\u00a0the Proceeds of Crime Money Laundering and Terrorist Finance Act (Canada) and the regulations promulgated thereunder. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, (i)\u00a0for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA, or (ii)\u00a0in any other manner that would cause a violation in any material respect of any applicable anti-bribery laws. No Loan Party nor any of its Subsidiaries, nor to the knowledge of any Loan Party, any director or officer, or any employee, agent or Affiliate of, any Loan Party or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation in any material respect by such persons of any applicable anti-bribery law. Furthermore, each Loan Party and, to the knowledge of each Loan Party, its Affiliates have conducted their businesses in compliance in all material respects with the UK Bribery Act, the FCPA and similar laws, rules or regulations, in each case, to the extent applicable to the Loan Parties and, in their reasonable business judgment, have instituted and maintain policies and procedures designed to ensure continued compliance therewith and with Sanctions.", "references": ["Interests", "Solvency", "Enforceability", "Cooperation", "Entire Agreements", "Waivers", "Records", "Change In Control", "Titles", "Use Of Proceeds", "Assignments", "Authority", "Warranties", "Indemnity", "Non-Disparagement", "Organizations", "Consents", "Participations", "Insurances", "Sanctions", "No Waivers", "Jurisdictions", "Litigations", "Brokers", "Terms", "Duties", "Applicable Laws", "Existence", "Effective Dates", "Powers", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "None of the Loan Parties nor any Affiliates of any Loan Parties, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Terrorism Laws.", "references": ["Further Assurances", "Entire Agreements", "Solvency", "Headings", "Governing Laws", "Successors", "Effectiveness", "Venues", "Vesting", "Tax Withholdings", "Waiver Of Jury Trials", "Approvals", "Effective Dates", "Releases", "Financial Statements", "Capitalization", "Representations", "Titles", "Participations", "Duties", "Costs", "Vacations", "Sanctions", "Employment", "Notices", "Taxes", "Change In Control", "Construction", "Assignments", "Use Of Proceeds", "General"], "gold": ["General"]}
+{"input": "The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Shares; provided, however, notwithstanding any other provision of this Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.", "references": ["Organizations", "Vesting", "Forfeitures", "Publicity", "Adjustments", "Waivers", "Construction", "Vacations", "Headings", "Successors", "General", "Subsidiaries", "Remedies", "Records", "Financial Statements", "Interests", "Liens", "Titles", "Consents", "Sales", "Jurisdictions", "Litigations", "Benefits", "No Conflicts", "Assigns", "Insurances", "Authorizations", "Assignments", "Base Salary", "Enforceability", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable Law the parties hereto agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof.", "references": ["Erisa", "Intellectual Property", "Enforcements", "Fees", "Subsidiaries", "Organizations", "Terms", "Records", "Jurisdictions", "Confidentiality", "Powers", "Agreements", "Cooperation", "Modifications", "Benefits", "Disclosures", "Enforceability", "Compliance With Laws", "Taxes", "Qualifications", "Headings", "Capitalization", "Assigns", "Venues", "Consents", "Authority", "Publicity", "Positions", "Brokers", "Non-Disparagement", "Severability"], "gold": ["Severability"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500.00 (provided that no such fee shall be payable in connection with an assignment from a Lender to an Affiliate of such Lender), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.", "references": ["Further Assurances", "Disclosures", "Severability", "Qualifications", "Powers", "Remedies", "Taxes", "Intellectual Property", "Positions", "Interpretations", "Waiver Of Jury Trials", "Integration", "Base Salary", "Titles", "Cooperation", "Publicity", "Adjustments", "Agreements", "General", "Employment", "Payments", "Counterparts", "Use Of Proceeds", "Capitalization", "Consents", "Arbitration", "Notices", "Duties", "Erisa", "No Conflicts", "Assignments"], "gold": ["Assignments"]}
+{"input": "If the Borrower shall default in payment or performance of any of the Guaranteed Liabilities, whether principal, interest, premium, fees (including, but not limited to, Attorneys\u2019 Costs), or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of the Credit Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, then the Guarantor will, upon demand thereof by the Administrative Agent, (i) fully pay to the Administrative Agent, for the benefit of the Lenders, an amount equal to all the Guaranteed Liabilities then due and owing or declared or deemed to be due and owing, including for this purpose, in the event of any Event of Default under Sections 8.01(f) and (g) of the Credit Agreement (and irrespective of the applicability of any restriction on acceleration or other action as against any other Loan Party under any Debtor Relief Laws), the entire outstanding or accrued amount of all Obligations or (ii) perform such Guaranteed Liabilities, as applicable. For purposes of this Section 2 , the Guarantor acknowledges and agrees that \u201cGuaranteed Liabilities\u201d shall be deemed to include any amount (whether principal, interest, premium, fees) which would have been accelerated in accordance with Section 8.02 of the Credit Agreement but for the fact that such acceleration could be unenforceable or not allowable under any Debtor Relief Law.", "references": ["Governing Laws", "Miscellaneous", "Specific Performance", "Indemnity", "Positions", "Change In Control", "Titles", "Existence", "Further Assurances", "Capitalization", "Enforcements", "Brokers", "Disability", "Sales", "Liens", "Entire Agreements", "No Conflicts", "Closings", "Assignments", "Non-Disparagement", "Jurisdictions", "Counterparts", "Compliance With Laws", "Expenses", "Remedies", "Employment", "Headings", "Insurances", "Waiver Of Jury Trials", "Effectiveness", "Payments"], "gold": ["Payments"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715-30) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715-30) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000,000 the fair market value of the assets of all such underfunded Plans.", "references": ["Counterparts", "Defined Terms", "Integration", "Taxes", "Insurances", "Assigns", "Disability", "Change In Control", "Records", "Indemnifications", "Remedies", "Warranties", "Entire Agreements", "Governing Laws", "Authority", "Waivers", "Closings", "Binding Effects", "Agreements", "No Defaults", "Interpretations", "Duties", "Construction", "Confidentiality", "Compliance With Laws", "Interests", "Enforcements", "Base Salary", "Arbitration", "Costs", "Erisa"], "gold": ["Erisa"]}
+{"input": "There is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding that is pending, or to Seller\u2019s knowledge threatened in writing, against Seller, New Property Owner, the Property or the Membership Interests (other than, in the case of Seller, New Property Owner and the Property, claims for personal injury, property damage or worker's compensation for which Seller\u2019s insurance carrier has not disclaimed liability and in which the amounts claimed do not exceed the applicable insurance policy limits).", "references": ["Submission To Jurisdiction", "Definitions", "Publicity", "Survival", "Specific Performance", "Successors", "Transactions With Affiliates", "Liens", "Counterparts", "Indemnifications", "Terminations", "Consent To Jurisdiction", "Adjustments", "Existence", "Releases", "No Waivers", "Taxes", "Powers", "Duties", "Disability", "Indemnity", "Disclosures", "Brokers", "Fees", "Use Of Proceeds", "Intellectual Property", "Insurances", "Compliance With Laws", "Interpretations", "Effective Dates", "Litigations"], "gold": ["Litigations"]}
+{"input": "Elliott International represents and warrants and agrees with the Company as set forth below. Each such representation, warranty, and agreement is made as of the date hereof and as of the Closing Date.", "references": ["Litigations", "Use Of Proceeds", "Amendments", "General", "Benefits", "Warranties", "Qualifications", "Payments", "Terms", "Organizations", "Indemnifications", "Waiver Of Jury Trials", "Modifications", "Positions", "Liens", "Titles", "Integration", "Expenses", "Intellectual Property", "Sanctions", "Successors", "Specific Performance", "Enforceability", "Existence", "Consents", "Survival", "Powers", "Submission To Jurisdiction", "Binding Effects", "Publicity", "Representations"], "gold": ["Representations"]}
+{"input": "This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Minnesota, without reference to its choice of law rules.", "references": ["Transactions With Affiliates", "Releases", "Organizations", "Further Assurances", "Effectiveness", "Taxes", "Modifications", "Disclosures", "Agreements", "Insurances", "Interests", "Litigations", "Consents", "Authorizations", "Jurisdictions", "Liens", "Terminations", "Indemnity", "Interpretations", "Sanctions", "Change In Control", "Use Of Proceeds", "Terms", "Powers", "Arbitration", "No Defaults", "Survival", "Tax Withholdings", "Qualifications", "Payments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Participant acknowledges that the Award, including the vesting of the Award and the number of shares of Stock subject to the Award, is subject to adjustment in the discretion of the Administrator upon the occurrence of certain events as provided in this Agreement and Section 7 of the Plan.", "references": ["Death", "Use Of Proceeds", "Expenses", "Venues", "Indemnifications", "Entire Agreements", "General", "Vesting", "Representations", "Participations", "Employment", "Indemnity", "Assigns", "Consents", "Withholdings", "Releases", "Payments", "Jurisdictions", "Amendments", "Enforceability", "Anti-Corruption Laws", "Integration", "Base Salary", "Taxes", "Titles", "Positions", "Books", "Brokers", "Arbitration", "Headings", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "If a Governmental Body or arbitrator finds any provision unenforceable in a particular jurisdiction, then the following will apply: (a) the Governmental Body or arbitrator considering the matter may amend the unenforceable provision to the least extent necessary to make it enforceable; (b) if an unenforceable provision cannot be reformed under this Section 9.14 , then that provision will be ineffective in that jurisdiction, but only to the least extent necessary to make the rest of this Agreement enforceable there; and (c) reforming any provision must not affect the rest of this Agreement and must not prevent the affected provision, as originally written, from being enforced elsewhere.", "references": ["Terminations", "Integration", "Notices", "Indemnifications", "Arbitration", "Adjustments", "Waivers", "Construction", "Titles", "Applicable Laws", "Change In Control", "Books", "Tax Withholdings", "Taxes", "Counterparts", "Closings", "Effectiveness", "Sanctions", "Forfeitures", "Qualifications", "Cooperation", "Publicity", "Terms", "Enforceability", "Powers", "Defined Terms", "Financial Statements", "General", "Litigations", "Solvency", "Severability"], "gold": ["Severability"]}
+{"input": "The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 25,000,000] shares of Series A Preferred Stock. The Company has no authority to issue any other capital stock.\u00a0 There are 9,508,540 shares of Common Stock and\u00a0 [24,352,242] shares of Series A Preferred Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable.\u00a0 Except as disclosed in Section 2.2 of the Disclosure Schedule, the Company has no outstanding warrants, stock options, rights or commitments to issue Common Stock or other securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Common Stock or other securities of the Company. All of the issued and outstanding securities were issued in compliance with applicable federal and state securities laws.", "references": ["Counterparts", "Compliance With Laws", "Erisa", "Indemnifications", "Further Assurances", "Indemnity", "Authority", "Remedies", "Duties", "Entire Agreements", "Publicity", "Books", "Fees", "Severability", "Survival", "No Waivers", "Participations", "Consent To Jurisdiction", "Cooperation", "Payments", "Interests", "Solvency", "Vesting", "Disability", "Effective Dates", "Costs", "Successors", "Subsidiaries", "Construction", "Binding Effects", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Amendment may be signed by telecopy, \u201cpdf\u201d, \u201ctif\u201d or original in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of this Amendment by electronic transmission shall be delivery of a manually executed counterpart.", "references": ["Integration", "Applicable Laws", "Titles", "Enforcements", "Submission To Jurisdiction", "Capitalization", "Existence", "Notices", "Records", "Expenses", "Litigations", "No Waivers", "Indemnifications", "Use Of Proceeds", "Fees", "Solvency", "Indemnity", "Erisa", "Anti-Corruption Laws", "Definitions", "Publicity", "Employment", "Specific Performance", "Participations", "Closings", "Governing Laws", "Binding Effects", "Change In Control", "Duties", "Insurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "During the Term, the Executive shall be entitled to four (4)\u00a0weeks of paid vacation each calendar year, as well as Company holidays at levels commensurate with those provided to other executive officers of the Company, in accordance with the Company\u2019s vacation and holiday policies. Such vacation shall be prorated for calendar year 2018 from the Employment Date.", "references": ["Terminations", "Terms", "Vesting", "Binding Effects", "Expenses", "Disability", "Powers", "Closings", "Authority", "Death", "No Conflicts", "Interests", "Waiver Of Jury Trials", "Indemnifications", "Definitions", "Remedies", "Specific Performance", "Forfeitures", "Enforceability", "Positions", "Financial Statements", "Solvency", "Non-Disparagement", "Applicable Laws", "Indemnity", "Qualifications", "Confidentiality", "Organizations", "Defined Terms", "Erisa", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Agreement shall not be assigned by any party by operation of Law or otherwise without the prior written consent of the other party.", "references": ["Transactions With Affiliates", "Forfeitures", "Indemnifications", "Specific Performance", "Confidentiality", "Employment", "Expenses", "Representations", "Costs", "Terms", "Defined Terms", "Closings", "Construction", "Base Salary", "Books", "Governing Laws", "Further Assurances", "Death", "No Defaults", "Titles", "Capitalization", "Qualifications", "Counterparts", "Use Of Proceeds", "Vesting", "Assigns", "Authority", "Subsidiaries", "Severability", "Disability", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Borrower will use the aggregate proceeds of the Advances to refinance existing Indebtedness, for working capital needs, to finance acquisitions and other general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, to refinance or repurchase Indebtedness and to purchase issued and outstanding Ownership Interests of the Borrower).", "references": ["No Defaults", "Benefits", "Approvals", "Duties", "Positions", "Indemnifications", "Base Salary", "Brokers", "Releases", "Effective Dates", "Payments", "Successors", "Compliance With Laws", "Venues", "Amendments", "Counterparts", "Financial Statements", "Modifications", "Representations", "Miscellaneous", "Authority", "Assignments", "Consents", "Enforceability", "Insurances", "Effectiveness", "Governing Laws", "Transactions With Affiliates", "Titles", "Further Assurances", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The invalidity or unenforceability of any provision of this Plan will not affect the validity or enforceability of any other provision of this Plan, which will remain in full force and effect, and any prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.\u00a0\u00a0If any provision of the Plan is capable of being interpreted in more than one manner, to the extent feasible, the provision will be interpreted in a manner that does not result in an excise tax under Code Section 409A.\u00a0\u00a0This Plan is intended to comply with the requirements of Code Section 409A and is to be construed accordingly.", "references": ["Insurances", "Duties", "Erisa", "Benefits", "Modifications", "Powers", "Notices", "Terms", "Financial Statements", "Successors", "Books", "Agreements", "Terminations", "Construction", "Cooperation", "Consents", "Applicable Laws", "Vacations", "Existence", "Use Of Proceeds", "Tax Withholdings", "Entire Agreements", "Qualifications", "Costs", "Headings", "Titles", "Effective Dates", "Specific Performance", "Forfeitures", "Indemnifications", "Severability"], "gold": ["Severability"]}
+{"input": "The Executive\u2019s annual base salary shall be one hundred seventy-five thousand dollars ($175,000) (together with any subsequent increases thereto as hereinafter provided, the \u201c Base Salary \u201d). In the event in any calendar year during the Term, the Company achieves Adjusted EBITDA (as determined by the Company\u2019s accountants from the audited financial statements included in the Company\u2019s Annual Report on Form 10-K) of $3,500,000, the Executive\u2019s annual Base Salary shall automatically increase to $250,000 and in the event in any calendar year during the Term, the Company achieves Adjusted EBITDA (as determined by the Company\u2019s accountants from the audited financial statements included in the Company\u2019s Annual Report on Form 10-K) of $5,000,000, the Executive\u2019s annual Base Salary shall automatically increase to $325,000. The Base Salary shall be payable in accordance with the Company\u2019s normal payroll procedures in effect from time to time. In addition to the foregoing, the Base Salary may be increased by the Board or its compensation committee (the \u201c Committee \u201d), if any, from time to time during the Term, but shall be reviewed by the Board or the Committee, if any, at least annually.", "references": ["Insurances", "Confidentiality", "Participations", "Assignments", "Severability", "Closings", "Terminations", "Litigations", "Books", "Modifications", "Powers", "Vesting", "Payments", "Transactions With Affiliates", "Costs", "Sales", "Arbitration", "Subsidiaries", "Forfeitures", "Intellectual Property", "Employment", "Cooperation", "Disclosures", "Fees", "Positions", "No Waivers", "Erisa", "Assigns", "Consents", "Change In Control", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement may be executed in one or more counterparts (including by means of facsimile and electronic portable document format (PDF)), each of which shall be deemed an original but all of which together will constitute one and the same agreement.", "references": ["Waiver Of Jury Trials", "Disclosures", "Publicity", "Representations", "Assigns", "Severability", "Death", "Transactions With Affiliates", "Headings", "Assignments", "Organizations", "Intellectual Property", "Miscellaneous", "Participations", "Positions", "Effectiveness", "Definitions", "Waivers", "Qualifications", "Expenses", "Capitalization", "Compliance With Laws", "Vesting", "Arbitration", "Forfeitures", "Amendments", "Subsidiaries", "Fees", "Taxes", "Integration", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment Number Seven and any claim, controversy or dispute arising under or related to or in connection with this Amendment Number Seven, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law.", "references": ["Miscellaneous", "Effective Dates", "Construction", "Publicity", "Terms", "Intellectual Property", "Titles", "Confidentiality", "Expenses", "Vesting", "Terminations", "Indemnity", "Agreements", "Amendments", "Submission To Jurisdiction", "Entire Agreements", "Vacations", "Brokers", "Fees", "Cooperation", "Change In Control", "Remedies", "Liens", "Solvency", "Closings", "Consents", "Enforceability", "Litigations", "Existence", "Integration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all Requirements of Laws (including Environmental Laws) and Orders applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to facilitate compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["Disability", "Entire Agreements", "Capitalization", "Forfeitures", "Survival", "Effectiveness", "Warranties", "Authority", "General", "Erisa", "Modifications", "Miscellaneous", "Applicable Laws", "Defined Terms", "Arbitration", "Brokers", "Death", "Indemnity", "Sales", "Costs", "Waivers", "Powers", "Liens", "Positions", "Solvency", "Releases", "Further Assurances", "Vacations", "Authorizations", "Terminations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Amendment shall be governed by and shall be construed and enforced in accordance with the internal laws of the State of New Jersey, without regard to conflicts of law principles.", "references": ["Erisa", "Use Of Proceeds", "Modifications", "No Waivers", "Costs", "Anti-Corruption Laws", "Withholdings", "Interests", "Amendments", "Binding Effects", "Expenses", "Fees", "Headings", "Titles", "Positions", "Specific Performance", "Employment", "Releases", "Books", "Subsidiaries", "Forfeitures", "Insurances", "Miscellaneous", "Powers", "Submission To Jurisdiction", "Assignments", "No Defaults", "Agreements", "Survival", "Enforcements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "THIS TRADEMARK SECURITY AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION).", "references": ["Erisa", "Miscellaneous", "Base Salary", "Brokers", "No Waivers", "Applicable Laws", "Terms", "Effectiveness", "Change In Control", "Venues", "Integration", "Sales", "Sanctions", "Defined Terms", "Solvency", "Entire Agreements", "Counterparts", "Closings", "Consents", "Benefits", "Participations", "No Conflicts", "Death", "Non-Disparagement", "Compliance With Laws", "Titles", "Qualifications", "Agreements", "Adjustments", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "EACH PARTY HERETO EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.\u00a0\u00a0EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.\u00a0\u00a0NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER\u00a0\u00a0MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER, THE OTHER CREDIT PARTIES SIGNATORY HERETO OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Further Assurances", "Expenses", "Warranties", "Entire Agreements", "Withholdings", "Successors", "Consents", "Effectiveness", "Releases", "Jurisdictions", "Terminations", "No Defaults", "Enforceability", "Binding Effects", "Vesting", "Indemnifications", "Notices", "Compliance With Laws", "Taxes", "Sanctions", "Adjustments", "Liens", "Powers", "Costs", "Arbitration", "Cooperation", "Sales", "Books", "Amendments", "Erisa", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Closing of the transaction described in this Agreement shall take place on such date as mutually determined by the parties hereto (the \u201c Closing \u201d), which Closing is expected to be on or before March 14, 2018 or as soon thereafter as practicable, through an escrow at the law offices of J.M. Walker & Associates, Centennial, Colorado. At the Closing, the Sellers shall deliver to the Buyer one or more stock certificates duly endorsed and medallion stamped (or with a medallion waiver for transfer representing the Sale Shares). All sales, transfer, income, or gain taxes applicable to the sale of the Sale Shares by Sellers as contemplated by this Agreement shall be paid by Sellers.", "references": ["Disability", "Successors", "General", "Defined Terms", "Financial Statements", "Severability", "Expenses", "Tax Withholdings", "Submission To Jurisdiction", "Transactions With Affiliates", "Amendments", "Jurisdictions", "Consent To Jurisdiction", "Assignments", "Use Of Proceeds", "Interests", "Adjustments", "Cooperation", "Authority", "Governing Laws", "Anti-Corruption Laws", "Erisa", "Survival", "Arbitration", "Organizations", "Costs", "Sales", "Solvency", "Binding Effects", "Litigations", "Closings"], "gold": ["Closings"]}
+{"input": "The consolidated financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. As of the date hereof, there are no disagreements between the Company and its independent accounting firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure relating to the Company\u2019s fiscal 2017 audit or otherwise that, if not resolved to the satisfaction of the accounting firm, would result in the accounting firm referencing such disagreement in its audit report for such fiscal year.", "references": ["Releases", "Assignments", "Qualifications", "Amendments", "Participations", "Further Assurances", "Intellectual Property", "Indemnity", "Liens", "Tax Withholdings", "Disclosures", "Specific Performance", "Arbitration", "Change In Control", "Existence", "Authority", "Definitions", "Anti-Corruption Laws", "Effective Dates", "Benefits", "Taxes", "Capitalization", "Successors", "Base Salary", "Brokers", "Miscellaneous", "Enforceability", "Solvency", "Books", "Representations", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "If any provision of this Agreement shall be deemed invalid or unenforceable as written, this Agreement shall be construed, to the greatest extent possible, or modified, to the extent allowable by law, in a manner which shall render it valid and enforceable.\u00a0\u00a0No invalidity or unenforceability of any provision contained herein shall affect any other portion of this Agreement.", "references": ["Liens", "Warranties", "Binding Effects", "Intellectual Property", "Entire Agreements", "Integration", "Interests", "Forfeitures", "Defined Terms", "Disability", "Costs", "Amendments", "Publicity", "Construction", "Adjustments", "Enforcements", "Arbitration", "Consent To Jurisdiction", "Capitalization", "Notices", "Jurisdictions", "Payments", "Brokers", "Powers", "Submission To Jurisdiction", "Remedies", "General", "Specific Performance", "Effectiveness", "Miscellaneous", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "(i)\u00a0The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement; (ii)\u00a0the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the issuance, sale and delivery of the Shares have been duly authorized by all necessary corporate action and no further consent or authorization of the Company, its Board of Directors and, if required, stockholders; and (iii)\u00a0 the Agreement has been duly executed and delivered and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, securities, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors\u2019 rights and remedies, or indemnification or by other equitable principles of general application.", "references": ["Expenses", "Insurances", "Miscellaneous", "Books", "Publicity", "Organizations", "Agreements", "Remedies", "Duties", "Non-Disparagement", "Vesting", "Existence", "Arbitration", "Enforcements", "Waiver Of Jury Trials", "Records", "Terms", "Costs", "Erisa", "Jurisdictions", "Sales", "Interests", "Defined Terms", "Transactions With Affiliates", "Integration", "General", "Headings", "Severability", "Liens", "Powers", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral (including, without limitation, the Prior Agreement). The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.", "references": ["Transactions With Affiliates", "No Defaults", "Notices", "Waiver Of Jury Trials", "Binding Effects", "Cooperation", "Agreements", "Applicable Laws", "Vacations", "Records", "Qualifications", "Positions", "Authorizations", "Costs", "Releases", "Authority", "Liens", "Disclosures", "Approvals", "Erisa", "Terms", "Remedies", "Effectiveness", "Waivers", "Definitions", "Capitalization", "Compliance With Laws", "Employment", "Sanctions", "Withholdings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement (including any exhibits hereto), the Confidentiality Agreement, dated June 14, 2017, between Buyer and the Seller (the \u201c Confidentiality Agreement \u201d), the Bill of Sale, the Assignment and Assumption Agreement and the Transition Services Agreement constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the Parties, with respect to the subject matter hereof. EACH PARTY AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER BUYER, THE SELLER OR THE COMPANY MAKES OR RELIES ON ANY OTHER REPRESENTATIONS, WARRANTIES OR INDUCEMENTS, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES OR INDUCEMENTS, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER INFORMATION, MADE BY, OR MADE AVAILABLE BY, ITSELF OR ANY OF ITS REPRESENTATIVES, WITH RESPECT TO, OR IN CONNECTION WITH, THE NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE ACQUISITION, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER PARTY OR THE OTHER PARTY\u2019S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. No Party shall be bound by, or be liable for, any alleged representation, promise, inducement or statement of intention not contained herein.", "references": ["Confidentiality", "Assignments", "Remedies", "Arbitration", "Applicable Laws", "Withholdings", "Survival", "Liens", "Assigns", "Terms", "Payments", "Insurances", "Modifications", "General", "Specific Performance", "Consents", "Integration", "No Defaults", "Enforceability", "Positions", "Records", "Authority", "No Conflicts", "Capitalization", "Further Assurances", "Employment", "Existence", "Non-Disparagement", "Submission To Jurisdiction", "Forfeitures", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Parties acknowledge that the covenants set forth in this Section\u00a011 are of the essence of this Agreement; that each such covenant is reasonable and necessary to protect and preserve the interests and properties of the Company); that a breach or threatened breach of any of the terms of these covenants by Nixon would result in material and irreparable damage and injury to the Company; and that it would be difficult or impossible to establish the full monetary value of such damage. Therefore, Nixon agrees and consents that, in addition to all the remedies provided at law or in equity, the Company shall be entitled to a temporary restraining order and temporary or permanent injunction to prevent a breach or contemplated breach of any of the covenants. The existence of any claim, demand, action or cause of action of Nixon against the Company shall not constitute a defense to the enforcement by the Company of any of the covenants or agreements in this Agreement.", "references": ["Notices", "Agreements", "Titles", "Compliance With Laws", "Consents", "Benefits", "Fees", "Transactions With Affiliates", "Solvency", "Authority", "Assignments", "Existence", "Financial Statements", "Miscellaneous", "Arbitration", "Authorizations", "Withholdings", "Submission To Jurisdiction", "Specific Performance", "Insurances", "Waivers", "Forfeitures", "Litigations", "Venues", "Liens", "Amendments", "Enforceability", "Publicity", "Successors", "Use Of Proceeds", "Remedies"], "gold": ["Remedies"]}
+{"input": "Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.", "references": ["Assignments", "Terminations", "Further Assurances", "Waivers", "Authorizations", "Warranties", "Qualifications", "Powers", "Benefits", "Use Of Proceeds", "Positions", "Agreements", "Binding Effects", "Enforcements", "Enforceability", "No Conflicts", "Amendments", "Assigns", "Solvency", "Releases", "Payments", "Consents", "Forfeitures", "Records", "Consent To Jurisdiction", "Subsidiaries", "Remedies", "Notices", "Governing Laws", "Sanctions", "Severability"], "gold": ["Severability"]}
+{"input": "The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole with all such information, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information and other forward looking information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date.", "references": ["General", "Powers", "Participations", "Litigations", "Integration", "Authority", "Vacations", "Duties", "Waiver Of Jury Trials", "Waivers", "Taxes", "Assigns", "Use Of Proceeds", "Further Assurances", "Books", "Governing Laws", "Applicable Laws", "Tax Withholdings", "Construction", "Closings", "Authorizations", "Confidentiality", "Titles", "Survival", "No Defaults", "Death", "Miscellaneous", "Specific Performance", "Consent To Jurisdiction", "Qualifications", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Lender shall have received financial statements of the Operating Company (showing results of the operation of the Facility) for the fiscal year ended December 31, 2016 and such financial statements shall be in form and substance reasonably acceptable to the Lender. The Lender shall have received (i) company prepared financial statements for the Operating Company and Borrower for each of the fiscal years ended December 31, 2015 and December 31, 2016 and (ii) company prepared financial statements of the operations of the Facility for the 12-month period ending December 31, 2017 and such financial statements, in each case, shall be in form and substance reasonably acceptable to the Lender.", "references": ["Modifications", "Forfeitures", "Authority", "Waivers", "Releases", "Withholdings", "Approvals", "Intellectual Property", "Assigns", "Vacations", "Confidentiality", "Severability", "Interests", "Assignments", "Books", "Effective Dates", "Consent To Jurisdiction", "Counterparts", "Qualifications", "Participations", "Terminations", "Entire Agreements", "Employment", "Binding Effects", "Insurances", "Sales", "Non-Disparagement", "Use Of Proceeds", "Organizations", "Governing Laws", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Company will not, and will not permit any Subsidiary Borrower, any Guarantor or any of its or their respective Subsidiaries, to enter into any arrangement, directly or indirectly, whereby any Borrower, any Guarantor or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then or thereafter any Borrower, any Guarantor or any such Subsidiary shall lease back such Real Estate without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld.", "references": ["No Defaults", "Vesting", "Venues", "Consents", "Anti-Corruption Laws", "Authority", "Participations", "Benefits", "Waiver Of Jury Trials", "Closings", "Integration", "Expenses", "Litigations", "Transactions With Affiliates", "Miscellaneous", "Death", "Confidentiality", "Duties", "Specific Performance", "Indemnity", "Warranties", "Titles", "Enforceability", "Terminations", "Interests", "Interpretations", "Modifications", "Successors", "Remedies", "Base Salary", "Sales"], "gold": ["Sales"]}
+{"input": "Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i)\u00a0any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii)\u00a0any Loan Party\u2019s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii)\u00a0the provisions of any material indenture, instrument or agreement evidencing Indebtedness for borrowed money to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement evidencing Indebtedness for borrowed money (except Liens created pursuant to the Loan Documents and Permitted Liens). No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.", "references": ["Approvals", "Enforcements", "Amendments", "Representations", "Warranties", "Definitions", "Transactions With Affiliates", "Terminations", "Miscellaneous", "Brokers", "Financial Statements", "Remedies", "No Waivers", "Publicity", "Authorizations", "Base Salary", "Organizations", "Taxes", "Insurances", "Integration", "Defined Terms", "Waiver Of Jury Trials", "Further Assurances", "Counterparts", "Waivers", "Jurisdictions", "Consents", "Compliance With Laws", "Adjustments", "Litigations", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The term during which an Option is exercisable shall be that period determined by the Administrator as set forth in the applicable Option Agreement, provided that no Option may be exercisable later than 10 years after the Date of Grant.", "references": ["Authorizations", "Organizations", "Forfeitures", "No Defaults", "Existence", "Assignments", "Assigns", "Employment", "Closings", "Fees", "Construction", "Disability", "Solvency", "Entire Agreements", "Benefits", "Amendments", "Approvals", "Terminations", "Anti-Corruption Laws", "Authority", "Death", "Headings", "Sanctions", "Books", "Venues", "Costs", "Indemnity", "Powers", "Expenses", "Arbitration", "Terms"], "gold": ["Terms"]}
+{"input": "The Company and its subsidiaries shall maintain, or caused to be maintained, insurance in such amounts and covering such risks as are generally deemed prudent and customary for the business for which it is engaged.", "references": ["Releases", "Compliance With Laws", "Remedies", "Publicity", "Adjustments", "Representations", "Terminations", "Arbitration", "No Waivers", "Notices", "Qualifications", "Construction", "Severability", "Confidentiality", "Amendments", "Capitalization", "Venues", "Enforcements", "Sanctions", "Subsidiaries", "Disclosures", "Governing Laws", "Transactions With Affiliates", "Employment", "Successors", "Intellectual Property", "Disability", "Waivers", "Terms", "Solvency", "Insurances"], "gold": ["Insurances"]}
+{"input": "EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY\u00a0BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY\u00a0NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. \u00a0NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. \u00a0ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK COUNTY, NEW YORK.", "references": ["Waivers", "Assignments", "Powers", "Severability", "Further Assurances", "Sanctions", "Duties", "Taxes", "Venues", "Counterparts", "Warranties", "Binding Effects", "Non-Disparagement", "Adjustments", "Solvency", "Titles", "Books", "Confidentiality", "Headings", "Jurisdictions", "Approvals", "Indemnifications", "Anti-Corruption Laws", "Entire Agreements", "Amendments", "Cooperation", "Organizations", "Terms", "Governing Laws", "Vesting", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "As of the Effective Date, no information, exhibit or report furnished by any Loan Party to the Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading; provided that all financial projections, if any, that have been or will be prepared by the Company and made available to the Joint Lead Arrangers, the Agent, any Lender or any potential Lender, or any other party hereto, have been or will be prepared in good faith based upon reasonable assumptions, it being understood by the Lenders and all the other parties hereto that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Company\u2019s control, and that no assurances can be given that the projections will be realized.", "references": ["Withholdings", "Consent To Jurisdiction", "Sanctions", "Vacations", "Representations", "Solvency", "Non-Disparagement", "Definitions", "Effective Dates", "Cooperation", "Closings", "Base Salary", "Severability", "Terminations", "Payments", "Applicable Laws", "Employment", "Participations", "Insurances", "Further Assurances", "Binding Effects", "Subsidiaries", "Venues", "General", "Powers", "Enforceability", "Releases", "Indemnity", "Integration", "Tax Withholdings", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of such Plan., and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of all such underfunded Plans.", "references": ["Titles", "Withholdings", "Construction", "Compliance With Laws", "Taxes", "Closings", "Solvency", "Submission To Jurisdiction", "Consent To Jurisdiction", "Intellectual Property", "Binding Effects", "Warranties", "Financial Statements", "Disclosures", "Jurisdictions", "Capitalization", "No Conflicts", "Survival", "Existence", "Participations", "Specific Performance", "Agreements", "Authority", "Terms", "Organizations", "Change In Control", "Base Salary", "Assigns", "Defined Terms", "Authorizations", "Erisa"], "gold": ["Erisa"]}
+{"input": "None of the written reports, financial statements, certificates or other written information (other than the Projections, as defined below, other forward-looking information and information of a general economic or industry specific nature) furnished or otherwise made available by the Borrowers or any Restricted Subsidiary of the Parent Borrower to the Administrative Agent or any of its Affiliates in connection with the negotiation or performance of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished or made available) when considered as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date such information is furnished or made available. All financial projections concerning the Parent Borrower and its Restricted Subsidiaries, that have been furnished or otherwise made available by or on behalf of the Parent Borrower to the Administrative Agent or any of its Affiliates in connection with the negotiation or performance of this Agreement or any other Loan Document (the \u201c Projections \u201d) have been prepared in good faith based upon assumptions believed by the Parent Borrower to be reasonable at the time made available to such Persons, it being understood that actual results may vary materially from the Projections. For the avoidance of doubt, it is understood that the Administrative Agent shall have no duty to examine or investigate any written reports, financial statements, certificates or other written information delivered by the Parent Borrower pursuant to this Article 7 VII .", "references": ["Representations", "Taxes", "Effectiveness", "Records", "Construction", "Authorizations", "No Conflicts", "Positions", "Agreements", "Waivers", "Approvals", "Consents", "Sales", "Disability", "Intellectual Property", "Successors", "Existence", "Adjustments", "Insurances", "Severability", "Amendments", "Solvency", "Change In Control", "Cooperation", "Books", "Applicable Laws", "Base Salary", "Qualifications", "Survival", "Notices", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, the Parties agree that for the Term and for [***] years thereafter, each Party shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose any Confidential Information furnished to it by the other Party pursuant to this Agreement, in a manner no less protective than the actions it would customarily take to preserve the confidentiality of its own similar types of confidential information.", "references": ["Tax Withholdings", "Entire Agreements", "Agreements", "Closings", "Subsidiaries", "Sales", "Governing Laws", "Effective Dates", "Insurances", "Waiver Of Jury Trials", "Solvency", "Liens", "Specific Performance", "Powers", "Enforceability", "Amendments", "Enforcements", "Headings", "Assignments", "Authorizations", "Jurisdictions", "Remedies", "Costs", "Further Assurances", "Books", "Disability", "Fees", "Releases", "Indemnifications", "Use Of Proceeds", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under Section 14 of the Plan.", "references": ["Confidentiality", "Publicity", "Counterparts", "Warranties", "Agreements", "Expenses", "Construction", "Compliance With Laws", "Representations", "Effectiveness", "Amendments", "Further Assurances", "Assigns", "Enforceability", "Forfeitures", "Subsidiaries", "Approvals", "Solvency", "Existence", "Death", "Notices", "Employment", "Disability", "Withholdings", "Capitalization", "Successors", "Insurances", "Organizations", "No Waivers", "Authorizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Celgene represents and warrants to Acceleron that as of the Effective Date of this Agreement, and to the best knowledge of Celgene or its Affiliates, there are no claims, judgments or settlements against or owed by Celgene or its Affiliates or pending or threatened claims or litigation relating to the Celgene Technology that would impact activities under this Agreement.", "references": ["Anti-Corruption Laws", "Waiver Of Jury Trials", "Payments", "Existence", "Titles", "Litigations", "Interpretations", "Submission To Jurisdiction", "Vacations", "Agreements", "Tax Withholdings", "Governing Laws", "Books", "Cooperation", "Publicity", "Financial Statements", "Amendments", "Authority", "Closings", "Construction", "Miscellaneous", "Notices", "Death", "Solvency", "Sales", "Remedies", "Liens", "Successors", "Enforceability", "General", "Representations"], "gold": ["Representations"]}
+{"input": "Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, the Borrower and the other Loan Parties furnished to it by or on behalf of Holdings, the Borrower or the other Loan Parties (other than information that (a)\u00a0has become generally available to the public other than as a result of a disclosure by such party, (b)\u00a0has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section \u00a09.18 or (c)\u00a0was available to such Lender, such Issuing Bank or such Agent from a third party having, to such person\u2019s knowledge, no obligations of confidentiality to Holdings, the Borrower or any other Loan Party) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know or to any person that approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section \u00a09.18 ), except: (a)\u00a0to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (b)\u00a0as part of normal reporting or review procedures to Governmental Authorities or the National Association of Insurance Commissioners, (c)\u00a0to its Affiliates and to its and its Affiliates\u2019 respective partners, directors, officers, employees, agents, trustees, advisors and representatives (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section \u00a09.18 ), (d) in order to enforce its rights under any Loan Document in a legal proceeding, (e)\u00a0to any prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section \u00a09.18 ), (f) to any direct or indirect contractual counterparty in Swap Agreements or such contractual counterparty\u2019s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section) or (g)\u00a0in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder.", "references": ["Indemnity", "Submission To Jurisdiction", "Terminations", "Expenses", "Consents", "Transactions With Affiliates", "Interpretations", "Definitions", "Benefits", "Forfeitures", "Enforcements", "Headings", "Taxes", "Arbitration", "Warranties", "No Defaults", "Litigations", "Amendments", "Terms", "Specific Performance", "Closings", "Venues", "Effective Dates", "Representations", "Miscellaneous", "No Conflicts", "Approvals", "Records", "Severability", "Books", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.", "references": ["Participations", "Indemnity", "Anti-Corruption Laws", "Counterparts", "No Defaults", "Organizations", "Capitalization", "No Conflicts", "Insurances", "Vesting", "Successors", "Authority", "Fees", "Sanctions", "Interests", "Interpretations", "Transactions With Affiliates", "Payments", "Modifications", "Terminations", "Integration", "Subsidiaries", "Consents", "Effectiveness", "Employment", "Enforcements", "Assignments", "Assigns", "Closings", "Intellectual Property", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any term or other provision of this Lease is invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms and provisions of this Lease shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Lease so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.", "references": ["Consents", "Disability", "Representations", "Survival", "Arbitration", "Organizations", "Non-Disparagement", "Financial Statements", "Qualifications", "Insurances", "Governing Laws", "Amendments", "Fees", "Employment", "Existence", "Compliance With Laws", "Confidentiality", "Enforcements", "Transactions With Affiliates", "Sales", "Venues", "Authorizations", "Interpretations", "Notices", "Enforceability", "Liens", "General", "Change In Control", "Indemnifications", "Agreements", "Severability"], "gold": ["Severability"]}
+{"input": "The proceeds of the Advance Loans will used only for equipment and facility build out and construction or acquisition of mobile proppant management systems.\u00a0\u00a0Letters of Credit and the proceeds of the Revolving Loans will be used only for general working capital purposes. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.", "references": ["Indemnity", "Qualifications", "Sanctions", "Agreements", "Representations", "Disclosures", "Records", "Positions", "Capitalization", "Litigations", "Brokers", "Effectiveness", "Governing Laws", "Anti-Corruption Laws", "Warranties", "Defined Terms", "Severability", "Transactions With Affiliates", "Consents", "Specific Performance", "Cooperation", "Assignments", "Construction", "Employment", "Authorizations", "Definitions", "Withholdings", "Waivers", "Successors", "Solvency", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14 , the Borrower has no Subsidiaries.\u00a0 As of the Effective Date, there are no Material Subsidiaries.", "references": ["Fees", "Applicable Laws", "Powers", "Venues", "Remedies", "Solvency", "Brokers", "Releases", "Participations", "Governing Laws", "Taxes", "Payments", "Consents", "Specific Performance", "Transactions With Affiliates", "Financial Statements", "Authorizations", "Enforceability", "Successors", "Change In Control", "Interests", "Compliance With Laws", "Authority", "Headings", "Confidentiality", "Amendments", "Entire Agreements", "Employment", "Definitions", "Qualifications", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to\u00a0\u00a0any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as\u00a0\u00a0to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in\u00a0\u00a0each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this SECTION 11.7.", "references": ["Existence", "Headings", "Consents", "Assigns", "Powers", "Transactions With Affiliates", "Positions", "Warranties", "Entire Agreements", "Disclosures", "Indemnity", "Payments", "General", "Remedies", "Books", "Authority", "Sales", "Forfeitures", "Liens", "Vesting", "Indemnifications", "Financial Statements", "Publicity", "Waiver Of Jury Trials", "No Defaults", "Waivers", "Specific Performance", "Qualifications", "Records", "Vacations", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.", "references": ["Solvency", "Disability", "Confidentiality", "Sales", "Death", "Indemnifications", "Change In Control", "Governing Laws", "Representations", "Successors", "Entire Agreements", "Litigations", "Books", "Miscellaneous", "Construction", "Headings", "Submission To Jurisdiction", "Modifications", "Non-Disparagement", "No Conflicts", "Brokers", "Enforcements", "Consent To Jurisdiction", "Authority", "Closings", "Participations", "Remedies", "Duties", "No Waivers", "Powers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin without giving effect to any choice of law or conflict of law rules\u00a0or provisions (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Wisconsin.", "references": ["Base Salary", "Modifications", "Brokers", "Consents", "Positions", "Sanctions", "Jurisdictions", "Waivers", "Notices", "Effectiveness", "Releases", "Titles", "Sales", "Integration", "Disability", "Waiver Of Jury Trials", "Intellectual Property", "Publicity", "Enforcements", "General", "Confidentiality", "Agreements", "Change In Control", "Transactions With Affiliates", "Capitalization", "Specific Performance", "Successors", "Governing Laws", "Forfeitures", "Severability", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Maintain the existing levels of insurance coverage with respect to the Property.", "references": ["Binding Effects", "Positions", "Adjustments", "Specific Performance", "Taxes", "Participations", "Disclosures", "Sanctions", "Severability", "Powers", "Releases", "Further Assurances", "No Defaults", "Books", "Venues", "Liens", "Interests", "Financial Statements", "Qualifications", "No Waivers", "Indemnifications", "Interpretations", "Publicity", "Benefits", "Effective Dates", "Miscellaneous", "Jurisdictions", "Terminations", "Death", "Approvals", "Insurances"], "gold": ["Insurances"]}
+{"input": "Neither the execution of this Agreement by the Company, nor the issuance, offering or sale of the Placement Shares, nor the consummation by the Company of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any contract or other agreement to which the Company is a party or to which any of the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches, defaults, liens, charges or encumbrances that would not reasonably be expected to have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions of the certificate of incorporation or bylaws of the Company, or (y) in any material violation of the provisions of any statute or any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority or other government body having jurisdiction over the Company, except where such violation would not reasonably be expected to have a Material Adverse Effect.", "references": ["Defined Terms", "Cooperation", "Participations", "Disability", "Arbitration", "Sales", "Agreements", "Indemnifications", "Disclosures", "Payments", "Modifications", "Financial Statements", "Authority", "Submission To Jurisdiction", "Warranties", "Positions", "No Defaults", "Expenses", "Counterparts", "Powers", "Compliance With Laws", "Applicable Laws", "Intellectual Property", "Capitalization", "Closings", "Consent To Jurisdiction", "Solvency", "Death", "Severability", "Taxes", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws.", "references": ["Authority", "Disclosures", "Financial Statements", "Subsidiaries", "Submission To Jurisdiction", "Forfeitures", "Closings", "Assigns", "Brokers", "Terms", "Transactions With Affiliates", "Jurisdictions", "Assignments", "Further Assurances", "Successors", "Severability", "Confidentiality", "No Conflicts", "Disability", "Definitions", "Construction", "Arbitration", "Warranties", "Fees", "Anti-Corruption Laws", "Venues", "Headings", "Waivers", "No Waivers", "Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The individuals signing on behalf of Tenant each hereby represents and warrants that he or she has the capacity set forth on the signature pages hereof and has full power and authority to bind Tenant to the terms hereof. Two (2) authorized officers must sign on behalf of the Tenant and this Amendment must be executed by the president or vice-president and the secretary or assistant secretary of Tenant, unless the bylaws or a resolution of the board of directors shall otherwise provide. In such case, the bylaws or a certified copy of the resolution of Tenant, as the case may be, must be furnished to Landlord.", "references": ["Liens", "Books", "Disclosures", "Indemnifications", "Enforceability", "Enforcements", "Indemnity", "Expenses", "Severability", "Transactions With Affiliates", "Authority", "Consents", "Approvals", "No Conflicts", "Applicable Laws", "Vesting", "Interpretations", "Cooperation", "Duties", "Death", "Subsidiaries", "Miscellaneous", "Intellectual Property", "Entire Agreements", "Change In Control", "Terminations", "Notices", "Brokers", "Consent To Jurisdiction", "Erisa", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Headings of the articles and sections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretative effect whatsoever.", "references": ["Assignments", "Existence", "Disability", "Warranties", "Litigations", "Interests", "Interpretations", "No Defaults", "Death", "Expenses", "Effectiveness", "Powers", "Erisa", "Employment", "Terms", "Anti-Corruption Laws", "Consents", "Severability", "Entire Agreements", "Participations", "Brokers", "No Waivers", "Integration", "Cooperation", "Base Salary", "Further Assurances", "Consent To Jurisdiction", "Specific Performance", "Enforceability", "Releases", "Headings"], "gold": ["Headings"]}
+{"input": "Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to eight percent (8%) from the date Principal was advanced in connection with this Note and shall be payable on the Maturity Date unless otherwise converted earlier at the election of the Holder as further described below.\u00a0 Interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed, to the extent permitted by applicable law.\u00a0 Interest hereunder will be paid to the Holder or its assignee in whose name this Note is registered on the records of the Borrower regarding registration and transfers of Notes (the \" Note Register \").", "references": ["Integration", "Books", "Governing Laws", "Publicity", "Base Salary", "Counterparts", "Representations", "Participations", "Capitalization", "Expenses", "Subsidiaries", "Agreements", "Construction", "Headings", "Vesting", "Titles", "Brokers", "Consents", "Applicable Laws", "Vacations", "Solvency", "No Conflicts", "Use Of Proceeds", "Death", "Enforcements", "Authority", "Forfeitures", "Submission To Jurisdiction", "Non-Disparagement", "Definitions", "Interests"], "gold": ["Interests"]}
+{"input": "Executive agrees that she will not disparage or speak unfavorably about the Company to third parties or in public or otherwise take any action or make any comment whatsoever that would harm, injure, or potentially harm, or injure the goodwill of the Company. Employee acknowledges that nothing within this Section 2.1.4 or this Agreement is intended to prevent her from making truthful reports to governmental agencies with oversight authority over the Company.", "references": ["Financial Statements", "Further Assurances", "Interests", "Payments", "Remedies", "Fees", "Authorizations", "Capitalization", "Base Salary", "Assignments", "Liens", "Records", "Consents", "Organizations", "Vesting", "Definitions", "Applicable Laws", "No Conflicts", "Positions", "Survival", "Powers", "Binding Effects", "Venues", "Effective Dates", "Benefits", "Effectiveness", "Litigations", "Entire Agreements", "Insurances", "Jurisdictions", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder including, without limitation, the issuance of the Purchase Shares and the Underlying Shares.\u00a0The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company\u2019s stockholders in connection therewith other than in connection with the Required Approvals (as defined in Section \u00a03(bb) herein).\u00a0Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i)\u00a0as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors\u2019 rights generally, (ii)\u00a0as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)\u00a0insofar as indemnification and contribution provisions may be limited by applicable law.", "references": ["Indemnifications", "No Waivers", "Severability", "Waiver Of Jury Trials", "Liens", "Transactions With Affiliates", "Modifications", "Counterparts", "Tax Withholdings", "Terms", "Taxes", "Consent To Jurisdiction", "Further Assurances", "Approvals", "Subsidiaries", "Employment", "Remedies", "Vacations", "Specific Performance", "Integration", "Withholdings", "Warranties", "Non-Disparagement", "Brokers", "Adjustments", "Effectiveness", "Notices", "Positions", "Records", "Costs", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this Agreement.\u00a0\u00a0If any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the respective party only to the extent permitted by law.", "references": ["General", "Closings", "Counterparts", "Definitions", "Confidentiality", "Non-Disparagement", "Vacations", "Headings", "Governing Laws", "Base Salary", "Venues", "Sales", "Waivers", "Change In Control", "Qualifications", "Financial Statements", "Vesting", "Binding Effects", "Indemnifications", "Disability", "Litigations", "Waiver Of Jury Trials", "Remedies", "No Waivers", "Assigns", "Organizations", "Interests", "Effectiveness", "Capitalization", "No Defaults", "Severability"], "gold": ["Severability"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees, commissions and other amounts) to [the][each] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [each] Assignee for amounts which have accrued from and after the Effective Date.", "references": ["Representations", "Change In Control", "Closings", "Existence", "Records", "Tax Withholdings", "Benefits", "Withholdings", "Arbitration", "Notices", "General", "Releases", "Consent To Jurisdiction", "Authority", "Defined Terms", "Duties", "Taxes", "Vacations", "Agreements", "Enforceability", "Non-Disparagement", "Insurances", "Interpretations", "Books", "Amendments", "Organizations", "Anti-Corruption Laws", "Forfeitures", "Terms", "Successors", "Payments"], "gold": ["Payments"]}
+{"input": "The Company shall (a) by 8:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Tax Withholdings", "Amendments", "Closings", "Titles", "Jurisdictions", "Authorizations", "Forfeitures", "Terminations", "Approvals", "Withholdings", "Change In Control", "Defined Terms", "Vesting", "Intellectual Property", "Adjustments", "Indemnity", "Arbitration", "Construction", "Governing Laws", "Waiver Of Jury Trials", "Duties", "Liens", "Venues", "Expenses", "Records", "Miscellaneous", "Remedies", "General", "Counterparts", "Non-Disparagement", "Publicity"], "gold": ["Publicity"]}
+{"input": "Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company\u2019s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.\u00a0\u00a0The terms of this Agreement and all of the Employee\u2019s rights hereunder shall inure to the benefit of, and be enforceable by, the Employee\u2019s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.", "references": ["Closings", "Authority", "Assigns", "Transactions With Affiliates", "No Conflicts", "Non-Disparagement", "Financial Statements", "Assignments", "Positions", "Agreements", "Litigations", "Enforceability", "Specific Performance", "Books", "Benefits", "Binding Effects", "Arbitration", "Vesting", "Miscellaneous", "Forfeitures", "Survival", "Base Salary", "Modifications", "Defined Terms", "Confidentiality", "Definitions", "Costs", "Powers", "Notices", "Withholdings", "Successors"], "gold": ["Successors"]}
+{"input": "Each Grantor hereby agrees to, jointly and severally, indemnify the Administrative Agent and the other Secured Parties, and their respective successors, assigns, agents and employees (each such Person being called an \u201c Indemnitee \u201d), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties liabilities and related expenses, including the fees, charges and disbursements of any counsel (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnities, taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional local counsel to all affected Indemnities, taken as a whole), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, execution or delivery of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by any Indemnitee or any Grantor, and any claim for Patent, Trademark or Copyright infringement); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties or (ii) arise from a dispute solely among the Indemnitees against another Indemnitee (other than any claim against an Indemnitee solely in its capacity as Administrative Agent or similar role in connection with this Security Agreement).", "references": ["Authority", "Non-Disparagement", "Powers", "Terminations", "Existence", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Subsidiaries", "Sanctions", "Duties", "Books", "Brokers", "Terms", "Disclosures", "Records", "Construction", "Consents", "Integration", "Withholdings", "No Defaults", "Base Salary", "Severability", "No Conflicts", "Authorizations", "Assignments", "Vacations", "Survival", "Amendments", "Use Of Proceeds", "Fees", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "(a)\u00a0\u00a0Any and all payments by or on behalf of a Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes.\u00a0\u00a0If any Borrower shall be required by law to deduct any Indemnified Taxes or Other Taxes from or in respect of any sum payable hereunder to the Lenders or the Issuers (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.18 ) such Lender or Issuer (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided , however , that no Transferee of any Lender shall be entitled to receive any greater payment under this Section 2.18 than such Lender would have been entitled to receive immediately before assignment, participation or other transfer with respect to the rights assigned, participated or transferred unless such assignment, participation or transfer shall have been made (A) prior to the occurrence of an event (including any change in treaty, law or regulation) giving rise to such greater payment or (B) at the request of Alcoa Arconic .", "references": ["Cooperation", "Base Salary", "Approvals", "Effectiveness", "Authorizations", "Terminations", "Adjustments", "Payments", "Governing Laws", "Remedies", "Severability", "Disability", "Successors", "Erisa", "Subsidiaries", "Modifications", "Litigations", "Solvency", "Anti-Corruption Laws", "Further Assurances", "Entire Agreements", "Closings", "Headings", "Compliance With Laws", "Qualifications", "Amendments", "Integration", "Powers", "Definitions", "Miscellaneous", "Taxes"], "gold": ["Taxes"]}
+{"input": "(i) Each Group Member has filed or caused to be filed all material federal, state and other tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); and (ii) no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.", "references": ["Benefits", "Existence", "Publicity", "Arbitration", "Waivers", "Anti-Corruption Laws", "Fees", "Duties", "Headings", "Specific Performance", "Use Of Proceeds", "Defined Terms", "Payments", "Indemnity", "Consent To Jurisdiction", "Brokers", "Cooperation", "No Waivers", "Litigations", "Miscellaneous", "Waiver Of Jury Trials", "Further Assurances", "Tax Withholdings", "Modifications", "Adjustments", "Approvals", "Entire Agreements", "Amendments", "Counterparts", "Records", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Pledgor will do all such acts, and will furnish to the Agent all such financing statements, certificates, legal opinions and other documents and will obtain all such governmental consents and corporate approvals and will do or cause to be done all such other things as the Agent may reasonably request from time to time in order to give full effect to this Agreement and to secure the rights of the Agent hereunder, all without any costs or expense to the Agent.", "references": ["Miscellaneous", "Construction", "No Conflicts", "Compliance With Laws", "Insurances", "Closings", "Costs", "Vesting", "Disclosures", "Terms", "Adjustments", "Enforcements", "Counterparts", "Authority", "Payments", "Releases", "Benefits", "Litigations", "Fees", "Sanctions", "Indemnifications", "Employment", "Cooperation", "Applicable Laws", "Publicity", "Notices", "Specific Performance", "Base Salary", "Death", "Sales", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "By signing this Agreement, I represent that I have read this entire document and understand all of its terms.", "references": ["Base Salary", "General", "No Defaults", "Adjustments", "Compliance With Laws", "Confidentiality", "Interpretations", "Costs", "Duties", "Vacations", "Effectiveness", "Defined Terms", "Transactions With Affiliates", "Modifications", "Sanctions", "Counterparts", "Withholdings", "Remedies", "Books", "Warranties", "Indemnity", "Successors", "Terminations", "Vesting", "Authority", "Cooperation", "Approvals", "Terms", "Releases", "Existence", "Representations"], "gold": ["Representations"]}
+{"input": "The execution and delivery by the Depositor of this Agreement and any Transaction Document to which it is a party and the performance by the Depositor of the transactions contemplated by this Agreement and any Transaction Document to which it is a party and the fulfillment by the Depositor of the terms hereof and thereof applicable to the Depositor, will not conflict with or violate the organizational documents of the Depositor or any Requirements of Law applicable to the Depositor or conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which it or its properties are bound.", "references": ["No Waivers", "Enforcements", "Effective Dates", "Specific Performance", "Modifications", "Consents", "Disclosures", "Tax Withholdings", "Erisa", "Indemnity", "Fees", "Closings", "Waiver Of Jury Trials", "Subsidiaries", "Effectiveness", "Employment", "Successors", "Titles", "Compliance With Laws", "Authority", "Remedies", "Financial Statements", "Insurances", "General", "Submission To Jurisdiction", "Interpretations", "Counterparts", "Duties", "Authorizations", "Defined Terms", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Plan, and all agreements under the Plan, will be construed in accordance with and governed by the laws of the State of Delaware, without reference to any conflict of law principles. Any legal action or proceeding with respect to the Plan, any Award or any award agreement, or for recognition and enforcement of any judgment in respect of the Plan, any Award or any award agreement, may only be heard in a \u201cbench\u201d trial, and any party to such action or proceeding shall agree to waive its right to a jury trial.", "references": ["No Conflicts", "Brokers", "Waiver Of Jury Trials", "Participations", "Releases", "Terms", "Financial Statements", "Indemnifications", "Insurances", "Sanctions", "Enforceability", "Records", "No Defaults", "Expenses", "Titles", "Authority", "Vacations", "Arbitration", "Qualifications", "Amendments", "Remedies", "Transactions With Affiliates", "Publicity", "Disclosures", "Erisa", "Applicable Laws", "Terminations", "Change In Control", "Warranties", "General", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to any principle of conflicts of law that could require the application of the law of any other jurisdiction.", "references": ["Payments", "Integration", "Benefits", "Assigns", "Titles", "Subsidiaries", "Agreements", "Assignments", "Indemnifications", "Waiver Of Jury Trials", "Further Assurances", "Applicable Laws", "Compliance With Laws", "General", "Definitions", "Authorizations", "Authority", "Headings", "Counterparts", "Approvals", "Warranties", "Survival", "Tax Withholdings", "Modifications", "Successors", "Severability", "Qualifications", "Construction", "Defined Terms", "Submission To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties will execute such further documents and instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. Upon termination of my employment with the Company, I will execute and deliver a document or documents in a form reasonably requested by the Company confirming my agreement to comply with the post-employment obligations contained in this Agreement.", "references": ["Records", "Authority", "Participations", "Titles", "Notices", "Counterparts", "Specific Performance", "Enforcements", "Publicity", "Positions", "Interpretations", "Entire Agreements", "Governing Laws", "Assignments", "Tax Withholdings", "Waivers", "No Conflicts", "Duties", "Payments", "Arbitration", "Adjustments", "Enforceability", "Compliance With Laws", "Sales", "Releases", "Binding Effects", "Confidentiality", "Consent To Jurisdiction", "Effectiveness", "Survival", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each Participation Offeree and each Stockholder to whom the Shares held by such Participation Offeree were originally issued, shall, whether in his capacity as a Participating Buyer, Stockholder, officer or director of the Company or otherwise, take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each Issuance pursuant to this Section 5.1 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise reasonably cooperating with the Company, the Issuer and the Prospective Subscriber.\u00a0 Without limiting the generality of the foregoing, each such Participating Buyer and Stockholder agrees to execute and deliver such subscription and other agreements specified by the Company to which the Prospective Subscriber will be party.", "references": ["Indemnifications", "Duties", "Death", "Effective Dates", "Participations", "Disclosures", "Modifications", "Applicable Laws", "Fees", "Construction", "Survival", "Non-Disparagement", "Severability", "Terminations", "Disability", "No Conflicts", "Brokers", "Sanctions", "Enforcements", "Capitalization", "Warranties", "Amendments", "Binding Effects", "Cooperation", "Litigations", "Agreements", "Effectiveness", "Interpretations", "Use Of Proceeds", "Interests", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.", "references": ["Entire Agreements", "Solvency", "Withholdings", "Effectiveness", "Submission To Jurisdiction", "Enforcements", "Change In Control", "Subsidiaries", "Agreements", "Duties", "Tax Withholdings", "Adjustments", "Authority", "Authorizations", "Consent To Jurisdiction", "Effective Dates", "Interests", "Assigns", "Headings", "Waivers", "Indemnity", "No Waivers", "Construction", "Insurances", "Employment", "Jurisdictions", "Interpretations", "Costs", "Amendments", "Participations", "Sales"], "gold": ["Sales"]}
+{"input": "The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Option.", "references": ["Entire Agreements", "Miscellaneous", "Expenses", "Qualifications", "Warranties", "Organizations", "Compliance With Laws", "Consent To Jurisdiction", "Records", "Waiver Of Jury Trials", "General", "Litigations", "Approvals", "Employment", "Erisa", "No Defaults", "Subsidiaries", "Arbitration", "Releases", "Construction", "Agreements", "Enforceability", "Death", "Venues", "Amendments", "Governing Laws", "Insurances", "Taxes", "Sanctions", "Disclosures", "Headings"], "gold": ["Headings"]}
+{"input": "This Guaranty Agreement and each Guaranty Joinder Agreement, together with the Credit Agreement and other Loan Documents, constitutes and expresses the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, agreements, understandings, inducements, commitments or conditions, express or implied, oral or written, except as herein contained.\u00a0\u00a0The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.\u00a0\u00a0Except as provided in Section 21 , neither this Guaranty Agreement nor any Guaranty Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered, modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other than as provided in the Credit Agreement.", "references": ["General", "Enforceability", "Brokers", "Books", "Applicable Laws", "Severability", "No Defaults", "Intellectual Property", "Effectiveness", "Approvals", "Releases", "Waiver Of Jury Trials", "Compliance With Laws", "Specific Performance", "Venues", "Amendments", "Insurances", "Publicity", "Powers", "Duties", "Notices", "Terminations", "Litigations", "Disability", "Non-Disparagement", "Solvency", "Waivers", "No Waivers", "Death", "Modifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement and the Plan and, to the extent applicable to the Participant, any written employment agreement between the Participant and the Company, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements between the parties with respect to the subject matter hereof.", "references": ["No Waivers", "No Conflicts", "Successors", "Definitions", "Litigations", "Erisa", "Vesting", "Taxes", "Authority", "Consents", "Waivers", "Agreements", "Compliance With Laws", "Assigns", "Base Salary", "Organizations", "Positions", "Non-Disparagement", "Submission To Jurisdiction", "Capitalization", "Modifications", "Interpretations", "Benefits", "Duties", "Disclosures", "Payments", "Governing Laws", "Warranties", "Assignments", "Releases", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the Exchange Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transactions (including, without limitation, the issuance of the Exchange Notes in accordance with the terms hereof).\u00a0\u00a0The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Notes has been duly authorized by the Company\u2019s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders.\u00a0\u00a0This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors\u2019 rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.", "references": ["Sales", "Positions", "Solvency", "No Conflicts", "Sanctions", "Indemnity", "Authority", "Approvals", "Terminations", "Indemnifications", "Books", "Duties", "Remedies", "Records", "Capitalization", "Brokers", "Notices", "Arbitration", "Submission To Jurisdiction", "Enforceability", "Representations", "Warranties", "Interests", "Non-Disparagement", "Litigations", "Confidentiality", "Subsidiaries", "Further Assurances", "Miscellaneous", "Cooperation", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Provisions regarding a Change in Control are set forth on Appendix A.", "references": ["Enforcements", "No Defaults", "Anti-Corruption Laws", "General", "Costs", "Solvency", "Enforceability", "Releases", "Binding Effects", "Indemnifications", "Positions", "Capitalization", "Benefits", "Venues", "Consent To Jurisdiction", "Non-Disparagement", "Severability", "Powers", "Integration", "Counterparts", "Confidentiality", "Waiver Of Jury Trials", "Further Assurances", "Survival", "Vesting", "Brokers", "Assignments", "Remedies", "Terminations", "Approvals", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Agreement and the parties\u2019 performance hereunder shall be governed by and interpreted under the laws of the state of Delaware without reference to conflict of law principals thereof.", "references": ["Sanctions", "Consents", "Defined Terms", "Interests", "Venues", "Releases", "Qualifications", "Organizations", "Applicable Laws", "Approvals", "Erisa", "Terms", "No Waivers", "Indemnifications", "Use Of Proceeds", "Litigations", "Entire Agreements", "Further Assurances", "Expenses", "Duties", "Financial Statements", "Powers", "Payments", "Specific Performance", "Adjustments", "Intellectual Property", "Warranties", "Counterparts", "Effective Dates", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as may be provided in an Award Agreement,\u00a0Other Share-Based Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee.\u00a0 Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code and the regulations thereunder.", "references": ["Integration", "Modifications", "Participations", "Effectiveness", "Amendments", "Death", "Authority", "Brokers", "Binding Effects", "Warranties", "Entire Agreements", "Vesting", "Anti-Corruption Laws", "Counterparts", "Vacations", "Indemnity", "Use Of Proceeds", "Existence", "Submission To Jurisdiction", "Subsidiaries", "Indemnifications", "Withholdings", "Powers", "Capitalization", "Construction", "Records", "Financial Statements", "No Waivers", "Effective Dates", "Adjustments", "Payments"], "gold": ["Payments"]}
+{"input": "As of the date hereof and throughout the Term (a)\u00a0no Borrower, Guarantor nor any ERISA Affiliate sponsor, are obligated to contribute to, or are themselves an \"employee benefit plan,\" as defined in Section\u00a03(3) of ERISA or a \"plan\" as defined in Section 4975 of the Code, (b)\u00a0none of the assets of a Borrower or Guarantor constitutes or will constitute \"plan assets\" of one or more such plans within the meaning of 29 C.F.R. Section\u00a02510.3-101, as modified in operation by Section 3(42) of ERISA, (c)\u00a0no Borrower nor Guarantor are or will be a \"governmental plan\" within the meaning of Section\u00a03(32) of ERISA, and (d)\u00a0transactions by or with Borrowers or Guarantor are not and will not be subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans.\u00a0 As of the date hereof, no Borrower, Guarantor nor any ERISA Affiliate maintains, sponsors or contributes to or has any obligation with respect to a \"defined benefit plan\" (within the meaning of Section 3(35) of ERISA) or a \"multiemployer pension plan\" (within the meaning of Section 3(37)(A) of ERISA).\u00a0 No Borrower nor Guarantor has engaged in any transaction in connection with which it could be subject to either a material civil penalty assessed pursuant to the provisions of Section 502 of ERISA or a material Tax imposed under the provisions of Section 4975 of the Code.", "references": ["Indemnifications", "Severability", "Qualifications", "Approvals", "Vesting", "Cooperation", "Payments", "Compliance With Laws", "Withholdings", "Organizations", "Expenses", "Remedies", "Enforcements", "Terms", "Positions", "Specific Performance", "Construction", "Arbitration", "Representations", "Interpretations", "Death", "Assignments", "Taxes", "Brokers", "Forfeitures", "Intellectual Property", "Effectiveness", "Adjustments", "Consents", "Solvency", "Erisa"], "gold": ["Erisa"]}
+{"input": "The Company shall have the authority and the right to deduct and withhold an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any benefits payable under this Plan.", "references": ["Existence", "Approvals", "Vesting", "Indemnity", "Integration", "Forfeitures", "Disclosures", "Solvency", "Modifications", "Insurances", "Anti-Corruption Laws", "Counterparts", "Venues", "Submission To Jurisdiction", "Titles", "Enforceability", "Enforcements", "Expenses", "Arbitration", "Interests", "Defined Terms", "Interpretations", "Further Assurances", "Survival", "Jurisdictions", "Death", "Indemnifications", "Sales", "Books", "No Conflicts", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "It has been duly organized in, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the Laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and will be conducted except to the extent that such failure could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Disability", "Defined Terms", "Releases", "Terms", "Benefits", "Erisa", "Titles", "Positions", "Submission To Jurisdiction", "Brokers", "Sales", "Arbitration", "Notices", "Assigns", "Liens", "Anti-Corruption Laws", "Participations", "Capitalization", "Solvency", "Closings", "Binding Effects", "Venues", "Effective Dates", "Jurisdictions", "Specific Performance", "Consents", "Applicable Laws", "Authority", "Interpretations", "Publicity", "Organizations"], "gold": ["Organizations"]}
+{"input": "Contractor warrants that it is the sole owner of any and all lien claims related to the Work for which the subject payment is owed, that it has not sold, assigned or conveyed such lien claims to any other party, and that the individual whose signature appears below has personal knowledge of these matters and is fully authorized and qualified to make these representations on behalf of Contractor.", "references": ["Sales", "Effective Dates", "Counterparts", "Severability", "Adjustments", "Transactions With Affiliates", "Assigns", "Warranties", "Indemnity", "Representations", "No Defaults", "Closings", "Waiver Of Jury Trials", "Books", "Construction", "Miscellaneous", "Expenses", "Submission To Jurisdiction", "Existence", "Assignments", "Change In Control", "Qualifications", "Compliance With Laws", "Terms", "Terminations", "Positions", "Powers", "Jurisdictions", "Agreements", "Vesting", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Parent, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Consolidated Party or against its properties or revenues that have a reasonable likelihood of an adverse determination that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.", "references": ["Non-Disparagement", "Remedies", "Severability", "Waivers", "Intellectual Property", "Assignments", "Expenses", "Death", "Governing Laws", "Authorizations", "Sales", "Approvals", "Publicity", "Enforceability", "Terms", "Qualifications", "Integration", "Participations", "Interests", "Powers", "No Waivers", "Change In Control", "Duties", "Authority", "Waiver Of Jury Trials", "Releases", "Employment", "Subsidiaries", "Indemnity", "Costs", "Litigations"], "gold": ["Litigations"]}
+{"input": "During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies.", "references": ["Jurisdictions", "Titles", "Forfeitures", "Compliance With Laws", "Consents", "Disability", "Qualifications", "Base Salary", "Entire Agreements", "Authorizations", "Confidentiality", "Duties", "Notices", "Subsidiaries", "Enforceability", "Payments", "Death", "Counterparts", "Remedies", "Vesting", "Indemnity", "Capitalization", "Existence", "Further Assurances", "Powers", "Benefits", "Definitions", "Anti-Corruption Laws", "Effective Dates", "General", "Vacations"], "gold": ["Vacations"]}
+{"input": "No party may assign this Agreement without the prior written consent of the other parties. Any purported assignment in violation of this Section\u00a015 shall be void.", "references": ["Jurisdictions", "Severability", "Transactions With Affiliates", "Representations", "Benefits", "No Defaults", "Forfeitures", "Publicity", "Base Salary", "Arbitration", "Approvals", "Use Of Proceeds", "Waiver Of Jury Trials", "Non-Disparagement", "Enforceability", "Successors", "Interests", "Terminations", "Litigations", "Binding Effects", "Headings", "Definitions", "Payments", "Interpretations", "Submission To Jurisdiction", "Disclosures", "Erisa", "Specific Performance", "Adjustments", "Change In Control", "Assignments"], "gold": ["Assignments"]}
+{"input": "Seller and Original Member have the requisite power and authority to enter into, execute, deliver and perform this Agreement, and/or to consummate all transactions contemplated thereby. The execution and delivery of this Agreement by Seller and Original Member and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate or partnership proceedings on the part of Seller or Original Member are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement is the valid and legally binding obligation of Seller and Original Member, enforceable against each of them in accordance with the terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.", "references": ["Duties", "Benefits", "Base Salary", "Transactions With Affiliates", "Further Assurances", "Closings", "Insurances", "Indemnifications", "Withholdings", "Solvency", "Existence", "Brokers", "General", "Assigns", "Enforceability", "Jurisdictions", "Expenses", "Disclosures", "Defined Terms", "Anti-Corruption Laws", "Vesting", "Payments", "Publicity", "Terms", "Arbitration", "Venues", "Participations", "Authority", "Terminations", "Waiver Of Jury Trials", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Pay, remit and discharge all material Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested; provided that Taxes that are determined to have been due as a result of a subsequent audit notwithstanding a good faith determination by the Loan Parties that such Taxes were not payable at the time such Taxes are determined to have been due shall not be deemed to be delinquent for purposes of this Section\u00a06.06 so long as such Taxes are paid and discharged promptly following the auditor\u2019s determination that the Taxes were due, unless such determination is being Properly Contested.", "references": ["Vacations", "Notices", "Employment", "Cooperation", "Severability", "Governing Laws", "Positions", "Benefits", "Vesting", "Construction", "Terminations", "Indemnifications", "No Defaults", "Solvency", "Use Of Proceeds", "Compliance With Laws", "Effectiveness", "Venues", "Participations", "Forfeitures", "Authorizations", "Counterparts", "Withholdings", "Arbitration", "Modifications", "Specific Performance", "Interpretations", "Integration", "Entire Agreements", "Definitions", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement (including the annexes, exhibits and letters hereto) constitutes the entire agreement, and supersedes all other prior agreements (including the Original Agreement) and understandings (both written and oral), among the Parties with respect to the subject matter hereof and thereof.", "references": ["Publicity", "Consents", "Miscellaneous", "Titles", "Intellectual Property", "Governing Laws", "Amendments", "Indemnity", "Taxes", "Terminations", "Definitions", "Compliance With Laws", "Successors", "Solvency", "Effectiveness", "Confidentiality", "Subsidiaries", "Base Salary", "Sanctions", "Assignments", "No Waivers", "Survival", "Change In Control", "Waivers", "Cooperation", "Terms", "Adjustments", "Brokers", "Vacations", "Insurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party.\u00a0 The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.", "references": ["Authority", "Base Salary", "Representations", "Fees", "Agreements", "Waiver Of Jury Trials", "Use Of Proceeds", "Disability", "Venues", "Books", "Jurisdictions", "Tax Withholdings", "Assigns", "Vesting", "Consents", "Closings", "Existence", "Withholdings", "Intellectual Property", "No Defaults", "No Conflicts", "Binding Effects", "Cooperation", "Compliance With Laws", "Effectiveness", "Terms", "Authorizations", "Headings", "Disclosures", "Taxes", "Waivers"], "gold": ["Waivers"]}
+{"input": "Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges and agrees that any and all payments to which Executive is entitled under this Article 3, which are described as being subject to this Section 3.3 are conditioned upon and shall not be payable unless (A) Executive complies with the covenants set forth in Article 4, (B)Executive, or, if applicable, his or her estate\u2019s personal representative, executes a general release and waiver, in such reasonable and customary form as shall be prepared by the Company, of all claims Executive may have against the Company and its directors, officers, subsidiaries and affiliates, except as to (i) matters covered by provisions of this Agreement that expressly survive the termination of this Agreement and (ii) rights to which Executive is entitled by virtue of his participation in the employee benefit plans, policies and arrangements of the Company, within the minimum time period required under applicable state and federal laws, or if no such period, ten business days following the date of Executive's termination, and (C) Executive, or, if applicable, his or his estate's personal representative, has not revoked such release agreement described in Section 3.3(B) within the time permitted under applicable law. Payments subject to this Section 3.3 shall commence or be made, as applicable, on the sixtieth (60th) day after the Termination of Employment, with any payments scheduled to occur between the Termination of Employment and such sixtieth (60th) day provided on such day.", "references": ["Confidentiality", "Solvency", "Liens", "Books", "Subsidiaries", "Withholdings", "Arbitration", "Cooperation", "Anti-Corruption Laws", "Non-Disparagement", "General", "Benefits", "Employment", "Closings", "Warranties", "No Waivers", "Death", "Costs", "Approvals", "Participations", "Fees", "Expenses", "Transactions With Affiliates", "Qualifications", "Compliance With Laws", "Organizations", "Disclosures", "Construction", "Waivers", "Tax Withholdings", "Releases"], "gold": ["Releases"]}
+{"input": "(a)\u00a0There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i)\u00a0as to which there is a reasonable possibility of an adverse determination and that, if adversely deter-mined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii)\u00a0that involve any Loan Document or the Transactions.", "references": ["Erisa", "Books", "Successors", "Interpretations", "Specific Performance", "Tax Withholdings", "Change In Control", "Fees", "Assigns", "Anti-Corruption Laws", "Agreements", "No Defaults", "Submission To Jurisdiction", "Forfeitures", "Employment", "Transactions With Affiliates", "Subsidiaries", "Integration", "Expenses", "Enforcements", "Powers", "Existence", "General", "Authority", "Consent To Jurisdiction", "Disclosures", "Effective Dates", "Representations", "Brokers", "Assignments", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Restricted Stock Unit Award Agreement (this \u201cAgreement\u201d) is governed by the terms and conditions of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as may be amended from time to time, the \u201cPlan\u201d), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Restricted Stock Unit ledger account will be maintained by the Company (or its agent) until you become vested in the Restricted Stock Units. You will have no voting rights with respect to the Company common stock represented by such Restricted Stock Units until such time as the Company common stock is issued to you.", "references": ["Subsidiaries", "Existence", "Warranties", "Counterparts", "Organizations", "Disability", "Titles", "No Conflicts", "Positions", "Base Salary", "Change In Control", "Benefits", "Anti-Corruption Laws", "Approvals", "Employment", "Insurances", "Vesting", "Sales", "Fees", "Sanctions", "Authority", "Transactions With Affiliates", "Erisa", "Assigns", "Disclosures", "Severability", "Enforcements", "Non-Disparagement", "Litigations", "Waiver Of Jury Trials", "General"], "gold": ["General"]}
+{"input": "The invalidity or unenforceability of any provision of this Agreement will not affect the validity or unenforceability of any other provision.\u00a0\u00a0If any provision is found to be invalid or unenforceable as written, it will be deemed modified to the minimum extent necessary to render it valid and enforceable.", "references": ["Integration", "Subsidiaries", "Titles", "Notices", "Brokers", "Counterparts", "Waiver Of Jury Trials", "Assignments", "Survival", "Specific Performance", "Sales", "Jurisdictions", "Insurances", "Governing Laws", "Modifications", "Financial Statements", "Enforcements", "Use Of Proceeds", "Authorizations", "Representations", "Adjustments", "Construction", "Anti-Corruption Laws", "Positions", "Successors", "Tax Withholdings", "Indemnifications", "Publicity", "Disclosures", "Vacations", "Severability"], "gold": ["Severability"]}
+{"input": "Executive\u2019s base salary shall be $400,000 per year (the \u201cBase Salary\u201d), starting as of the Effective Date, which Base Salary is (i) payable in installments, in accordance with the Company\u2019s standard payroll practices and policies for senior executives, and (ii) subject to such withholding and other taxes as required by law or as otherwise permissible under such practices or policies.", "references": ["Adjustments", "Duties", "Tax Withholdings", "Confidentiality", "Interests", "Disclosures", "Effective Dates", "Vesting", "Costs", "Publicity", "Anti-Corruption Laws", "Erisa", "Closings", "Terminations", "Notices", "Compliance With Laws", "Survival", "Arbitration", "Entire Agreements", "Authorizations", "Subsidiaries", "Agreements", "Assigns", "Further Assurances", "Qualifications", "Liens", "Solvency", "Integration", "Submission To Jurisdiction", "Releases", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Company shall indemnify and hold harmless each member of the Benefits Committee and the ONC Committee, or any employee of the Company or any individual acting as an employee or agent of either of them (to the extent not indemnified or saved harmless under any liability insurance or any other indemnification arrangement with respect to the Plan or any trust established under the Plan) from any and all claims, losses, liabilities, costs and expenses (including attorneys\u2019 fees) arising out of any actual or alleged act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto with respect to the administration of the Plan or any trust established under the Plan, except that no indemnification or defense shall be provided to any person with respect to any conduct that has been judicially determined, or agreed by the parties, to have constituted willful misconduct on the part of such person, or to have resulted in his or her receipt of personal profit or advantage to which he or she is not entitled. In connection with the indemnification provided by the preceding sentence, expenses incurred in defending a civil or criminal action, suit or proceeding, or incurred in connection with a civil or criminal investigation, may be paid by the Company in advance of the final disposition of such action, suit, proceeding, or investigation, as authorized by the Benefits Committee or the ONC Committee in the specific case, upon receipt of an undertaking by or on behalf of the party to be indemnified to repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified by the Company pursuant to this paragraph.", "references": ["Authority", "Integration", "Definitions", "Anti-Corruption Laws", "Agreements", "Non-Disparagement", "Indemnifications", "Closings", "Remedies", "Payments", "Construction", "Employment", "Organizations", "Counterparts", "Solvency", "Effective Dates", "Capitalization", "Enforceability", "Fees", "Liens", "Venues", "Expenses", "Base Salary", "Erisa", "Compliance With Laws", "Tax Withholdings", "Waivers", "Death", "Miscellaneous", "Taxes", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Agreement shall be deemed drafted equally by both the parties. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed for or against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation of the terms herein.", "references": ["Amendments", "Compliance With Laws", "Successors", "Fees", "Waivers", "Severability", "Waiver Of Jury Trials", "Confidentiality", "Benefits", "Sanctions", "Authority", "Effectiveness", "General", "Insurances", "Further Assurances", "Anti-Corruption Laws", "Binding Effects", "Warranties", "No Conflicts", "Headings", "Miscellaneous", "Non-Disparagement", "Intellectual Property", "Taxes", "Cooperation", "Withholdings", "Employment", "Governing Laws", "Agreements", "Defined Terms", "Construction"], "gold": ["Construction"]}
+{"input": "No Borrower will request any Borrowing, or use, or permit its Subsidiaries and its or their respective directors, officers, employees and agents to use, the proceeds of any Borrowing (i)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permissible for a Person in compliance with Sanctions, or (iii)\u00a0in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Sanctions", "Waivers", "Successors", "Consents", "Venues", "Taxes", "Assignments", "Miscellaneous", "Brokers", "Definitions", "No Defaults", "Defined Terms", "Insurances", "Interests", "Severability", "Base Salary", "Authority", "Vacations", "Organizations", "Amendments", "Expenses", "Representations", "Further Assurances", "Waiver Of Jury Trials", "Existence", "Interpretations", "Employment", "Remedies", "Death", "Sales", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Optionee acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Article 12 of the Plan.", "references": ["Submission To Jurisdiction", "Sales", "Costs", "Compliance With Laws", "General", "Use Of Proceeds", "No Defaults", "Disclosures", "Forfeitures", "Transactions With Affiliates", "Taxes", "Employment", "Benefits", "Existence", "Arbitration", "Organizations", "Liens", "Brokers", "Jurisdictions", "Headings", "Waiver Of Jury Trials", "Integration", "Notices", "Remedies", "No Waivers", "Death", "Indemnity", "Consent To Jurisdiction", "Anti-Corruption Laws", "Litigations", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.\u00a0 Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, in the event that, in connection with the refinancing or repayment in full of the credit facility provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written consent to the release of the Lenders from their obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a result of the obligations of the Borrower (and any other account party) in respect of such Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank, or being supported by a letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a \u201cLetter of Credit\u201d outstanding hereunder for all purposes of this Agreement and the other Loan Documents (including for purposes of determining whether the Borrower is required to comply with Articles V and VI hereof, but excluding Sections 2.14, 2.15, 2.16, 10.03, 10.14 and 10.16, any expense reimbursement or indemnity provisions set forth in any other Loan Document and any other provisions of this Agreement that expressly survive the termination hereof), and the Lenders shall be deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under Section\u00a02.05(d) or 2.05(e).\u00a0 In addition, notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, in the event that on the Maturity Date any Letter of Credit shall be a Backstopped Letter of Credit, then, unless on such date any unreimbursed LC Disbursement shall have been outstanding thereunder, such Letter of Credit shall cease to be a \u201cLetter of Credit\u201d outstanding hereunder for all purposes of this Agreement and the other Loan Documents (including for purposes of determining whether the Borrower is required to comply with Articles V and VI hereof, but excluding Sections 2.14, 2.15, 2.16, 10.03, 10.14, 10.16 and any expense reimbursement or indemnity provisions set forth in any other Loan Document and any other provisions of this Agreement that expressly survive the termination hereof), and the Lenders shall be deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under Section 2.05(d) or 2.05(e).\u00a0 The provisions of Sections 2.14, 2.15, 2.16, 10.03, 10.14 and 10.16 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the Transactions, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.", "references": ["Indemnifications", "Organizations", "Positions", "Withholdings", "Records", "Benefits", "Binding Effects", "Governing Laws", "Publicity", "Further Assurances", "Qualifications", "Approvals", "Notices", "Use Of Proceeds", "Entire Agreements", "Construction", "Solvency", "Assigns", "Counterparts", "Effectiveness", "Sales", "Amendments", "Intellectual Property", "Releases", "Remedies", "Definitions", "Headings", "Arbitration", "Modifications", "Death", "Survival"], "gold": ["Survival"]}
+{"input": "No Loan Party is a party to any Contractual Obligation, no Loan Party has Constituent Documents containing obligations, and, to the knowledge of any of the Loan Parties, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect.\u00a0\u00a0No Loan Party (and, to the knowledge of each Loan Party, no other party thereto) is in default under or with respect to any Contractual Obligation of any Loan Party, other than those that would not, in the aggregate, have a Material Adverse Effect.", "references": ["Arbitration", "Effective Dates", "Counterparts", "Subsidiaries", "Fees", "Closings", "Insurances", "Integration", "No Waivers", "Tax Withholdings", "Erisa", "Further Assurances", "Sales", "Assignments", "Waivers", "Amendments", "Warranties", "Transactions With Affiliates", "Taxes", "Survival", "Litigations", "Binding Effects", "Costs", "Specific Performance", "Assigns", "Solvency", "Financial Statements", "Headings", "Withholdings", "Existence", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Comply, and cause each Major Subsidiary to comply, in all material respects, with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, complying with ERISA and paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith), noncompliance with which would materially adversely affect the financial condition or operations of Mondel\u0113z and its Subsidiaries taken as a whole.", "references": ["Forfeitures", "Waiver Of Jury Trials", "Benefits", "Solvency", "Fees", "Specific Performance", "Governing Laws", "Adjustments", "Authorizations", "Closings", "Indemnity", "Sales", "Further Assurances", "Integration", "Publicity", "Disability", "Disclosures", "Payments", "Warranties", "Indemnifications", "Terms", "Cooperation", "Interpretations", "Construction", "Headings", "Definitions", "Authority", "No Defaults", "Liens", "Survival", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement constitutes the complete understanding between the Parties with respect to the subject matter hereof, and supersedes all prior discussions, communications, representations, promises and statements, whether between the Parties or between their affiliated corporations and their employees, agents and representatives are merged herein.", "references": ["Waivers", "Employment", "Headings", "Modifications", "Terms", "Enforceability", "Consent To Jurisdiction", "Transactions With Affiliates", "Benefits", "Forfeitures", "Successors", "Tax Withholdings", "Titles", "Approvals", "Confidentiality", "Assigns", "Fees", "Representations", "Adjustments", "Jurisdictions", "Definitions", "Enforcements", "Records", "Remedies", "Cooperation", "Intellectual Property", "Closings", "Severability", "Base Salary", "Agreements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to Contracts made and performed in such State without giving effect to the choice of Law principles of such State that would require or permit the application of the Laws of another jurisdiction.", "references": ["Records", "Jurisdictions", "Releases", "Defined Terms", "Counterparts", "Closings", "Insurances", "General", "Withholdings", "Enforcements", "Assigns", "Disclosures", "Existence", "Titles", "Notices", "Vesting", "Transactions With Affiliates", "Consents", "Remedies", "Base Salary", "Intellectual Property", "Terminations", "Authorizations", "Brokers", "Vacations", "Change In Control", "Solvency", "Powers", "Anti-Corruption Laws", "Interests", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company and its Restricted Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, failure to comply with which could reasonably be expected to have a Material Adverse Effect.", "references": ["Tax Withholdings", "No Defaults", "Insurances", "Sanctions", "Binding Effects", "Waiver Of Jury Trials", "Transactions With Affiliates", "Disability", "Headings", "Subsidiaries", "Benefits", "Effectiveness", "Organizations", "Remedies", "Further Assurances", "Waivers", "Survival", "Assigns", "Approvals", "Authorizations", "Vacations", "Non-Disparagement", "Publicity", "Cooperation", "Liens", "Base Salary", "Use Of Proceeds", "Severability", "Litigations", "Specific Performance", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "A failure of any of the Released Parties to insist on strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement.", "references": ["Participations", "Publicity", "Records", "Existence", "Approvals", "Interpretations", "Remedies", "Costs", "Books", "Releases", "Indemnifications", "Integration", "Severability", "Specific Performance", "Entire Agreements", "Vesting", "Compliance With Laws", "Positions", "Organizations", "Qualifications", "Closings", "Cooperation", "Adjustments", "Successors", "Taxes", "Sanctions", "Use Of Proceeds", "Fees", "Duties", "Capitalization", "Waivers"], "gold": ["Waivers"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Financial Statements", "Authority", "Integration", "Indemnifications", "Applicable Laws", "Litigations", "Remedies", "Agreements", "Positions", "Enforceability", "Notices", "Transactions With Affiliates", "Assigns", "Effectiveness", "Capitalization", "Qualifications", "Forfeitures", "Indemnity", "Authorizations", "Amendments", "Disability", "Modifications", "Headings", "Terminations", "Base Salary", "Specific Performance", "Defined Terms", "Disclosures", "Records", "Assignments", "Successors"], "gold": ["Successors"]}
+{"input": "Promptly after Closing, Buyer shall (i) contemporaneously (x) file all state/federal assignments executed at Closing with all applicable state or federal agencies and (y) post all bonds, letters of credit, guarantees and other security with all applicable Governmental Authorities meeting the requirements of such authorities for Buyer to own and, where appropriate, operate, the Assets including, any and all bonds, letters of credit, guarantees and other security that may be required in excess of its existing lease, pipeline or Buyer\u2019s existing area-wide bond in order for Seller\u2019s bonds and other security to be released; and (ii) actively pursue the unconditional approval of all applicable Governmental Authorities of the Assignment of the Assets to Buyer and the designation of Buyer as the operator thereof. Buyer shall cooperate with Seller in Seller\u2019s efforts to actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Buyer and the assumption of the liabilities assumed by Buyer hereunder, that shall not have been obtained prior to Closing. Promptly after the date Buyer is approved as owner and operator of the Assets by BOEM and any other applicable Governmental Authority, but not before, Buyer shall (a) record the Assignment of the Assets executed at the Closing in all applicable real property records and/or, if applicable, all state or federal agencies (b) send notices to vendors supplying goods and services for the Assets of the assignment of the Assets to Buyer and, if applicable, the designation of Buyer as the operator thereof, (c) to the extent not already obtained, actively pursue the unconditional approval of all applicable Governmental Authorities of the Assignment of the Assets to Buyer and the designation of Buyer as the operator thereof and (d) to the extent not already obtained, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Buyer and the assumption of the liabilities assumed by Buyer hereunder. Buyer obligates itself to take any and all action required by any Governmental Authority in order to obtain such unconditional approval, including but not limited to, the posting of any and all bonds or other security that may be required in excess of its existing lease, pipeline or area-wide bond in order for Seller\u2019s bonds to be released.", "references": ["Erisa", "Duties", "Jurisdictions", "Forfeitures", "Titles", "Payments", "No Conflicts", "Applicable Laws", "Defined Terms", "Participations", "Definitions", "Cooperation", "Litigations", "Representations", "Vesting", "Terms", "Qualifications", "Employment", "Enforceability", "Subsidiaries", "Assigns", "Waivers", "Indemnifications", "Counterparts", "Further Assurances", "Survival", "Positions", "Organizations", "Publicity", "Records", "Notices"], "gold": ["Notices"]}
+{"input": "Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained in Sections 2 and 3 and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing for a period of one (1) year from the date hereof. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.", "references": ["Further Assurances", "Compliance With Laws", "Defined Terms", "Enforcements", "No Waivers", "Vesting", "Brokers", "Organizations", "Binding Effects", "Construction", "Death", "Enforceability", "Records", "Titles", "Submission To Jurisdiction", "Closings", "Authorizations", "Agreements", "Consents", "Intellectual Property", "Headings", "Indemnity", "Litigations", "Financial Statements", "Arbitration", "Existence", "Anti-Corruption Laws", "Cooperation", "Successors", "Assigns", "Survival"], "gold": ["Survival"]}
+{"input": "Each Guarantor hereby guarantees that payments hereunder will be paid without set-off or counterclaim in Dollars, to such account as the Agent may designate in accordance with Section\u00a09.02 of this Agreement.", "references": ["Indemnity", "No Waivers", "Titles", "Compliance With Laws", "Terms", "Duties", "Benefits", "Waiver Of Jury Trials", "Organizations", "Disclosures", "Construction", "Authorizations", "Powers", "Authority", "Interests", "Existence", "Brokers", "Approvals", "Binding Effects", "Interpretations", "Agreements", "Insurances", "Litigations", "Closings", "General", "Transactions With Affiliates", "Vesting", "Indemnifications", "Forfeitures", "Sales", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without regard to the principles of conflict of laws.", "references": ["Payments", "Withholdings", "Intellectual Property", "Notices", "Base Salary", "Consents", "Forfeitures", "Counterparts", "Representations", "Severability", "Assigns", "Disclosures", "Titles", "Anti-Corruption Laws", "Binding Effects", "Consent To Jurisdiction", "Survival", "Applicable Laws", "Integration", "Organizations", "Litigations", "Submission To Jurisdiction", "Remedies", "Fees", "Defined Terms", "Effective Dates", "Amendments", "No Defaults", "Capitalization", "Successors", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall commence as of the Effective Date and continuing in full force and effect for a period of eight (8) years (the \u201c Term \u201d), unless terminated as provided herein.", "references": ["Intellectual Property", "Compliance With Laws", "Indemnifications", "Books", "Participations", "Severability", "Consent To Jurisdiction", "Qualifications", "Tax Withholdings", "Effectiveness", "Insurances", "Use Of Proceeds", "Enforcements", "Counterparts", "No Defaults", "Applicable Laws", "Liens", "Waivers", "Miscellaneous", "Approvals", "Representations", "Sanctions", "Anti-Corruption Laws", "Indemnity", "Submission To Jurisdiction", "Transactions With Affiliates", "Consents", "Successors", "No Conflicts", "Non-Disparagement", "Terms"], "gold": ["Terms"]}
+{"input": "In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative (a \u201c Proceeding \u201d), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive's employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, the Executive shall be indemnified and held harmless by the Company to the maximum extent permitted under applicable law from and against any liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys\u2019 fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys\u2019 fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement. The Executive shall be covered under any directors\u2019 and officers\u2019 insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company\u2019s directors and other executive officers. This Section 8.1 shall survive any expiration or termination of this Agreement or any termination of the Executive\u2019s employment.", "references": ["Base Salary", "Closings", "Miscellaneous", "Remedies", "Powers", "Anti-Corruption Laws", "Non-Disparagement", "No Conflicts", "Arbitration", "Existence", "Disclosures", "Assigns", "Representations", "Subsidiaries", "Effective Dates", "Death", "Confidentiality", "Tax Withholdings", "Qualifications", "Definitions", "Disability", "Capitalization", "Enforceability", "Warranties", "Erisa", "Successors", "Waivers", "Terminations", "Vacations", "Forfeitures", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Committee determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.", "references": ["Further Assurances", "Capitalization", "Vacations", "No Defaults", "Warranties", "Anti-Corruption Laws", "Financial Statements", "Organizations", "Benefits", "Headings", "Use Of Proceeds", "Death", "Insurances", "Fees", "Solvency", "Remedies", "Existence", "Submission To Jurisdiction", "Construction", "Integration", "Assignments", "Powers", "Miscellaneous", "Waivers", "Approvals", "Erisa", "Intellectual Property", "Counterparts", "Successors", "Vesting", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "Each Restricted Person will (a) timely file all Tax Returns including any extensions, (b) timely pay all material taxes, assessments, and other governmental charges or levies imposed upon it or upon its income, profits or property before the same become delinquent, (c) within 120 days past the original invoice billing date therefor, pay and discharge all Liabilities owed by it on ordinary trade terms to vendors, suppliers and other Persons providing goods and services used by it in the ordinary course of its business, (d) pay and discharge before the same becomes delinquent all other material Liabilities now or hereafter owed by it, other than royalty payments suspended in the ordinary course of business, and (e) maintain appropriate accruals and reserves for all of the foregoing in accordance with GAAP. Each Restricted Person may, however, delay paying or discharging any of the foregoing so long as it is in good faith contesting the validity thereof by appropriate proceedings, if necessary, and has set aside on its books adequate reserves therefore that are required by GAAP.", "references": ["Representations", "Change In Control", "Terminations", "Terms", "Expenses", "Base Salary", "Financial Statements", "Definitions", "Effective Dates", "Insurances", "Solvency", "Vesting", "Transactions With Affiliates", "No Waivers", "Specific Performance", "Brokers", "Assigns", "Tax Withholdings", "Subsidiaries", "Existence", "Warranties", "Remedies", "Disability", "Miscellaneous", "Indemnifications", "Sales", "Publicity", "Approvals", "Governing Laws", "Compliance With Laws", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Amendment and the BTC Lending Agreement (as amended hereby) constitute the entire agreement between the Parties with respect to the subject matter of this Amendment and the BTC Lending Agreement and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of hereof.", "references": ["Cooperation", "Sales", "Base Salary", "Assignments", "Records", "Non-Disparagement", "Binding Effects", "Insurances", "Governing Laws", "Disability", "Change In Control", "Disclosures", "Interpretations", "Releases", "Arbitration", "Costs", "Successors", "Sanctions", "Death", "Books", "Indemnifications", "Definitions", "Powers", "Integration", "Qualifications", "No Defaults", "Agreements", "Titles", "Counterparts", "Organizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each party irrevocably and unconditionally (i)\u00a0submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Amendment or relating in any way to this Amendment and (ii)\u00a0waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile.", "references": ["Headings", "Arbitration", "Disability", "Powers", "Warranties", "Releases", "Vesting", "Financial Statements", "Modifications", "Enforceability", "Titles", "Successors", "Sales", "No Waivers", "Applicable Laws", "Further Assurances", "Remedies", "Positions", "Death", "Sanctions", "Transactions With Affiliates", "Amendments", "Indemnifications", "Liens", "Interpretations", "Publicity", "Interests", "Duties", "Consent To Jurisdiction", "Specific Performance", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "This Grant shall be binding upon and inure to the benefit of any successor or successors of the Company or upon any person lawfully claiming under Participant.", "references": ["Terms", "Effectiveness", "Modifications", "Adjustments", "Releases", "Definitions", "Disclosures", "Organizations", "Submission To Jurisdiction", "Terminations", "Brokers", "Consent To Jurisdiction", "Costs", "Governing Laws", "Cooperation", "No Waivers", "Further Assurances", "Defined Terms", "Sales", "Notices", "Sanctions", "Forfeitures", "Remedies", "Disability", "Positions", "Approvals", "Assigns", "General", "Use Of Proceeds", "Base Salary", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "At every meeting of the Members, the presiding officer shall be the Manager or, in the event of his, her or its absence or disability, a presiding officer chosen by those Members present in person or by proxy holding in the aggregate a majority of the Company Interests. The Manager or any other person appointed by him, her or it shall act as secretary of the meeting. The order of business and all other matters of procedure at every meeting of Members may be determined by such presiding officer.", "references": ["Expenses", "Severability", "Participations", "Capitalization", "Sales", "Waiver Of Jury Trials", "Vesting", "Consents", "Indemnity", "Liens", "Erisa", "Agreements", "Litigations", "Successors", "Fees", "Releases", "Disability", "Death", "Governing Laws", "Books", "Duties", "Effectiveness", "Assignments", "Change In Control", "Interests", "Forfeitures", "Confidentiality", "Approvals", "Representations", "Benefits", "Organizations"], "gold": ["Organizations"]}
+{"input": "Terms defined in the Original Agreement and not otherwise defined herein are used herein with the meanings so defined.", "references": ["Indemnity", "Liens", "Qualifications", "Anti-Corruption Laws", "Costs", "Positions", "Erisa", "Defined Terms", "Miscellaneous", "Authority", "Withholdings", "Agreements", "No Defaults", "Counterparts", "Amendments", "Modifications", "General", "Use Of Proceeds", "Benefits", "Venues", "Further Assurances", "Assigns", "Effectiveness", "Change In Control", "Powers", "Survival", "Disclosures", "Waivers", "Jurisdictions", "Specific Performance", "Definitions"], "gold": ["Definitions"]}
+{"input": "Upon satisfaction of the conditions set forth herein and upon receipt of all closing deliverables set forth in this Section 2 , unless waived by the Corporation and the Holder, a closing (the date of such closing sometimes referred to herein as the \u201c Closing Date \u201d) shall occur at the offices of Hunter Taubman Fischer & Li LLC, 1450 Broadway, Fl. 26, New York, NY 10018, or such other location as the parties shall mutually agree. On or before the Closing Date, Holder shall deliver to the Corporation certificates representing the Preferred A Shares, and the Corporation shall deliver to Holder in book entry form the total number of Securities as set forth on Schedule A annexed hereto. On the Closing Date, any and all obligations of the Corporation to Holder under the Certificate of Designation A or with respect to the Preferred A Shares shall be fully satisfied and of no further force or effect and Holder will have no remaining rights, powers, privileges, remedies or interests under the Subscription Agreement, the Certificate of Designation A, or the Preferred A Shares.", "references": ["Waivers", "Consent To Jurisdiction", "Subsidiaries", "Anti-Corruption Laws", "Existence", "Disclosures", "Payments", "Non-Disparagement", "Organizations", "Assignments", "Adjustments", "Death", "Binding Effects", "Liens", "Authority", "Titles", "Intellectual Property", "Indemnifications", "Entire Agreements", "Approvals", "Interpretations", "Participations", "Benefits", "Remedies", "Severability", "Qualifications", "Arbitration", "Interests", "Authorizations", "Applicable Laws", "Closings"], "gold": ["Closings"]}
+{"input": "The Company presently maintains directors\u2019 and officers\u2019 liability insurance covering its directors and officers. The Company shall continue to cover the Executive under such insurance to the same extent the Company maintains such insurance from time to time for its other former directors and officers.", "references": ["Organizations", "Participations", "Use Of Proceeds", "Erisa", "Warranties", "Effectiveness", "Death", "No Defaults", "Counterparts", "Survival", "Remedies", "Releases", "Change In Control", "Vacations", "Construction", "Governing Laws", "Brokers", "Fees", "Assignments", "Base Salary", "Assigns", "Specific Performance", "Enforcements", "Disclosures", "Indemnifications", "Anti-Corruption Laws", "Intellectual Property", "Consents", "Terminations", "Defined Terms", "Insurances"], "gold": ["Insurances"]}
+{"input": "Subject to applicable law, upon 10 days\u2019 prior written notice by the Company to Executive of termination due to Disability. \u201cDisability\u201d shall have the meaning defined in the Company\u2019s Long Term Disability Plan.", "references": ["Consents", "Miscellaneous", "Adjustments", "Duties", "No Defaults", "Representations", "Releases", "Notices", "Vesting", "Remedies", "Use Of Proceeds", "Death", "Forfeitures", "No Waivers", "Taxes", "Expenses", "Interpretations", "Indemnifications", "Modifications", "Enforceability", "Authority", "Books", "Submission To Jurisdiction", "Positions", "Enforcements", "Specific Performance", "No Conflicts", "Insurances", "Amendments", "Effective Dates", "Disability"], "gold": ["Disability"]}
+{"input": "Assignor hereby assigns, transfers, and conveys to Assignee, its successors, legal representatives, and assigns, all of Assignor\u2019s right, title and interest in and to the Purchase Agreement, to have and to hold the same unto Assignee, its successors, legal representatives and assigns, forever, subject, however, to the terms and conditions contained in the Purchase Agreement. Assignee accepts such assignment and assumes and agrees to perform each of the obligations of Assignor arising under the Purchase Agreement. Assignor shall remain obligated under the Purchase Agreement notwithstanding this Assignment.", "references": ["Specific Performance", "Representations", "Positions", "Records", "Entire Agreements", "Taxes", "Miscellaneous", "Disclosures", "Binding Effects", "Compliance With Laws", "Transactions With Affiliates", "Notices", "Releases", "Successors", "Consent To Jurisdiction", "Headings", "Anti-Corruption Laws", "Adjustments", "Payments", "General", "Authorizations", "Organizations", "Warranties", "Enforceability", "Base Salary", "Books", "Death", "Definitions", "Venues", "Erisa", "Assignments"], "gold": ["Assignments"]}
+{"input": "For purposes of this Section 2.16 , the term \u201c Lender \u201d includes the Issuing Bank and the term \u201c applicable law \u201d includes FATCA.", "references": ["Indemnity", "Qualifications", "Insurances", "General", "Terminations", "Definitions", "Financial Statements", "Existence", "Modifications", "Agreements", "Assignments", "Venues", "Confidentiality", "Withholdings", "Approvals", "Submission To Jurisdiction", "Benefits", "Costs", "Further Assurances", "Effectiveness", "Interpretations", "Use Of Proceeds", "Disability", "Consent To Jurisdiction", "Effective Dates", "Records", "Releases", "Brokers", "Enforcements", "Headings", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l)\u00a0or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.\u00a0Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company\u2019s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.", "references": ["Governing Laws", "Organizations", "Authorizations", "Entire Agreements", "Authority", "Compliance With Laws", "Severability", "Headings", "Insurances", "Venues", "Binding Effects", "Consents", "Definitions", "Assignments", "Non-Disparagement", "Interests", "Base Salary", "Subsidiaries", "No Defaults", "Taxes", "Existence", "Counterparts", "Records", "Warranties", "Qualifications", "Litigations", "Tax Withholdings", "Construction", "Defined Terms", "Indemnity", "Titles"], "gold": ["Titles"]}
+{"input": "Each party\u2019s obligations under this Section 2.16 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitment and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Effectiveness", "Representations", "Venues", "Effective Dates", "Warranties", "Binding Effects", "Sanctions", "Releases", "Powers", "Existence", "Remedies", "Notices", "Vacations", "Adjustments", "Consent To Jurisdiction", "Specific Performance", "Insurances", "Disclosures", "Qualifications", "Titles", "Fees", "Brokers", "Submission To Jurisdiction", "Intellectual Property", "Authorizations", "Interests", "Assignments", "Headings", "Enforcements", "Enforceability", "Survival"], "gold": ["Survival"]}
+{"input": "During the Term, the Executive shall be entitled to participate in the employee benefit plans, programs, and arrangements of the Company now (or, to the extent determined by the Board, hereafter) in effect, in accordance with their terms, including, without limitation, medical and welfare benefits and the Expatriate Benefits. For the avoidance of doubt, nothing in this Agreement shall limit or otherwise affect the rights that the Executive may have under any statutory pension under Korean law that is accrued to his account as of the effective date of his separation from the Company.", "references": ["Definitions", "Brokers", "Remedies", "Interpretations", "Liens", "Qualifications", "Terminations", "Litigations", "No Defaults", "Financial Statements", "Waivers", "Vesting", "Cooperation", "Titles", "Disclosures", "Consent To Jurisdiction", "Agreements", "Compliance With Laws", "Organizations", "Miscellaneous", "Submission To Jurisdiction", "Indemnity", "Consents", "Payments", "Confidentiality", "Headings", "Costs", "Erisa", "Disability", "General", "Benefits"], "gold": ["Benefits"]}
+{"input": "By accepting the Options, you understand and agree that any modification of the Plan or the Agreement or its termination will not constitute a change or impairment of the terms and conditions of employment.", "references": ["Powers", "Counterparts", "Applicable Laws", "No Waivers", "Headings", "Records", "Governing Laws", "Base Salary", "Financial Statements", "Duties", "Severability", "Forfeitures", "Solvency", "Remedies", "Sanctions", "Warranties", "Vacations", "Vesting", "Expenses", "Specific Performance", "Taxes", "Capitalization", "Waiver Of Jury Trials", "Sales", "Fees", "Interests", "Compliance With Laws", "Construction", "Representations", "Consents", "Modifications"], "gold": ["Modifications"]}
+{"input": "If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section\u00a016 of the Exchange Act) or Section\u00a0422 of the Code (with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or Section\u00a0422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section\u00a0422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided , further, that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.", "references": ["Enforceability", "No Defaults", "Further Assurances", "Representations", "Fees", "Assignments", "Use Of Proceeds", "Cooperation", "Base Salary", "Terms", "Entire Agreements", "Governing Laws", "Effective Dates", "Books", "Amendments", "Vesting", "Duties", "Liens", "Intellectual Property", "No Conflicts", "Withholdings", "Consents", "Warranties", "Definitions", "Benefits", "Miscellaneous", "Titles", "Brokers", "Disability", "Capitalization", "Severability"], "gold": ["Severability"]}
+{"input": "Neither the Board nor the Committee, any employee of the Company, nor any Person acting at the direction thereof (each such Person an \u201c Affected Person \u201d), shall have any liability to any Person (including without limitation, any Participant), for any act, omission, interpretation, construction or determination made in connection with the Plan (or any payment made under the Plan).\u00a0\u00a0Each Affected Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including attorneys\u2019 fees) that may be imposed upon or incurred by such Affected Person in connection with or resulting from any action, suit or proceeding to which such Affected Person may be a party or in which such Affected Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all amounts paid by such Affected Person, with the Company\u2019s approval, in settlement thereof, or paid by such Affected Person in satisfaction of any judgment in any such action, suit or proceeding against such Affected Person; provided , that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company\u2019s choice. The foregoing right of indemnification shall not be available to an Affected Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Affected Person giving rise to the indemnification claim resulted from such Affected Person\u2019s bad faith, fraud or willful wrongful act or omission.\u00a0\u00a0The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Affected Persons may be entitled under the Company\u2019s organizational documents, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Person or hold them harmless.", "references": ["No Defaults", "Duties", "Records", "Liens", "Titles", "Expenses", "Terminations", "Fees", "Sanctions", "Warranties", "Confidentiality", "Authorizations", "Transactions With Affiliates", "Adjustments", "Change In Control", "Governing Laws", "Definitions", "Headings", "Financial Statements", "Specific Performance", "Defined Terms", "Use Of Proceeds", "Entire Agreements", "Applicable Laws", "Capitalization", "Representations", "No Conflicts", "Withholdings", "Counterparts", "Enforcements", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "There are no claims, demands or Proceedings pending or, to the Knowledge of Sprint, threatened against Sprint or any of its Affiliates that seeks to enjoin the Transaction Documents or the Transactions or otherwise prevent Sprint from performing its obligations under the Transaction Documents or consummating the Transactions. There is no judgment, decree, injunction, rule, order, writ, decree or award of any court, Governmental Entity, arbitrator or other governmental or regulatory official, body or authority outstanding against Sprint or any of its Affiliates, and there are no unsatisfied judgments against Sprint or any of its Affiliates, in each case, that would have a material adverse effect on Sprint\u2019s ability to consummate the Transactions.", "references": ["Warranties", "Approvals", "Payments", "Insurances", "Effectiveness", "Financial Statements", "Compliance With Laws", "Solvency", "Duties", "Brokers", "Liens", "Consents", "Adjustments", "Governing Laws", "Interpretations", "Sales", "Arbitration", "Notices", "Consent To Jurisdiction", "Books", "Intellectual Property", "Employment", "Non-Disparagement", "Successors", "Benefits", "Anti-Corruption Laws", "Defined Terms", "Expenses", "Change In Control", "No Defaults", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties or, if such transaction would not be obtainable from an unrelated third party, on fair and reasonable terms as determined in good faith by the Company, (b)\u00a0transactions between or among the Company and any other Loan Party not involving any other Affiliate and (c)\u00a0any Restricted Payment permitted by Section\u00a06.07 .", "references": ["Anti-Corruption Laws", "Adjustments", "Notices", "Indemnifications", "Definitions", "Headings", "Forfeitures", "Arbitration", "Interpretations", "Defined Terms", "Liens", "Entire Agreements", "Assigns", "Consents", "Integration", "Terms", "Confidentiality", "Solvency", "Positions", "Terminations", "Subsidiaries", "Use Of Proceeds", "Disability", "Severability", "Death", "Representations", "Erisa", "Survival", "Miscellaneous", "Construction", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Payment of benefits to Covered Executives shall be made in such amount as determined by the Company pursuant to Section 3, from the Company\u2019s general assets.", "references": ["Survival", "Books", "No Waivers", "Qualifications", "Waiver Of Jury Trials", "Duties", "Interests", "Amendments", "Organizations", "Capitalization", "Representations", "Agreements", "Effectiveness", "Records", "No Defaults", "Publicity", "Confidentiality", "Liens", "Litigations", "Venues", "Benefits", "Closings", "Disability", "Enforceability", "Severability", "Specific Performance", "Non-Disparagement", "General", "Governing Laws", "Compliance With Laws", "Payments"], "gold": ["Payments"]}
+{"input": "THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.", "references": ["Venues", "Transactions With Affiliates", "Closings", "Remedies", "Vesting", "Duties", "Sales", "Subsidiaries", "Costs", "Authority", "Records", "Approvals", "Books", "Disability", "No Defaults", "Construction", "Binding Effects", "Employment", "Solvency", "Assigns", "Consents", "No Waivers", "Change In Control", "Base Salary", "Terms", "General", "Existence", "Benefits", "Litigations", "Indemnity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "While an Event of Default has occurred and is continuing and subject to the Pari Passu Intercreditor Agreement, the Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, to apply such proceeds, ratably, to the reduction of the applicable Obligations in the order provided for in Section \u00a04.5 . If an Event of Default has occurred and is continuing and subject to the Pari Passu Intercreditor Agreement, the Obligors shall remit an amount equal to such proceeds (if the Agent has not received such proceeds) to the Agent for application to the applicable Obligations in accordance with Section \u00a04.5 . So long as no Event of Default has occurred and is continuing, (i)\u00a0the Agent shall (x)\u00a0permit the Obligors to use all insurance and condemnation proceeds, or any part thereof, for any purpose permitted under this Agreement and (y)\u00a0turn over to the Obligors any amounts received by it as a co-loss payee under any property insurance maintained by the Obligors or their Subsidiaries, and (ii)\u00a0the Agent agrees that Holdings and/or the applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance.", "references": ["Authorizations", "Jurisdictions", "Submission To Jurisdiction", "Warranties", "Indemnifications", "Death", "No Defaults", "Anti-Corruption Laws", "Successors", "Compliance With Laws", "Defined Terms", "Approvals", "Solvency", "Employment", "Releases", "Transactions With Affiliates", "Consent To Jurisdiction", "Non-Disparagement", "Representations", "Integration", "Litigations", "Closings", "Expenses", "Modifications", "Counterparts", "Books", "Payments", "Taxes", "Base Salary", "Venues", "Insurances"], "gold": ["Insurances"]}
+{"input": "For the services to be performed hereunder during the Period of Employment, Tyson shall pay you at a base salary of $ 725,000.00 , which may be adjusted by Tyson from time to time within the range paid to other employees in your Job Grade. Such base salary shall be paid in accordance with Tyson\u2019s payroll practice.", "references": ["Qualifications", "Waivers", "Construction", "Solvency", "Employment", "Survival", "Applicable Laws", "Duties", "Waiver Of Jury Trials", "Further Assurances", "Binding Effects", "Successors", "Death", "Vacations", "Headings", "Definitions", "Liens", "Agreements", "Transactions With Affiliates", "Warranties", "Sales", "Arbitration", "Records", "Consent To Jurisdiction", "Interests", "Publicity", "Amendments", "Modifications", "Confidentiality", "No Waivers", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The provisions of this Agreement shall be severable and the invalidity of any provision, or the performance of one party\u2019s obligations under any provision, shall not affect the validity of the other provisions or the other party\u2019s duty to perform its or his obligations under any other provision; provided, however, that upon a finding by a court of competent jurisdiction that any release or agreement in Section 3 above is illegal, void, or unenforceable, Executive agrees to execute, at the Company\u2019s option, a release and agreement that is legal and enforceable and otherwise consistent with the terms and conditions of this Agreement. Without limiting any remedy available to the Company in respect of Section 15 of the Employment Agreement and hereunder (which remedy and obligations of Executive thereunder will survive any termination of employment with the Company), Executive agrees that Executive\u2019s breach, or threatened breach, of the Employment Agreement or covenants hereunder will result in irreparable injury to the Company Entities, that monetary relief alone will be inadequate to redress such a breach or threatened breach, and further that the Company Entities will be entitled to obtain an injunction to prevent and/or remedy such a breach or threatened breach (without first having to post a bond or other security). In any proceeding for an injunction and upon any motion for a temporary or permanent injunction (\" Injunctive Action \"), the Company Entities' right to receive monetary damages will not be a bar or interposed as a defense to the granting of such injunction. The Company Entities' right to an injunction is in addition to, and not in lieu of, any other rights and remedies available to the Company Entities under law or in equity. Any Injunctive Action may be brought in any appropriate court located in Adams County, Illinois. Executive hereby irrevocably submits to the jurisdiction of the courts of the Adams County, Illinois in any Injunctive Action and waives any claim or defense of inconvenient or improper forum or lack of personal jurisdiction under any applicable law or decision. Upon the issuance (or denial) of an injunction, the underlying merits of any such dispute will be resolved in accordance with the provisions of Section 12 below.", "references": ["Brokers", "Disclosures", "Organizations", "Consents", "Books", "No Waivers", "Approvals", "Compliance With Laws", "Venues", "Non-Disparagement", "Confidentiality", "Notices", "Vacations", "Transactions With Affiliates", "Governing Laws", "Enforceability", "Indemnity", "Liens", "Expenses", "Amendments", "Duties", "Submission To Jurisdiction", "Further Assurances", "Counterparts", "Death", "Assignments", "Interpretations", "Vesting", "Positions", "Construction", "Severability"], "gold": ["Severability"]}
+{"input": "Global Bridge shall pay to Huber fifteen thousand five hundred and ninety dollars ($15,590.00) within ten (10) days of receipt by Global Bridge of this Agreement signed by Huber. Such payment shall be made by wire transfer of immediately available funds to the bank account of Huber as specific on Exhibit A. The payment shall be deemed to include and settle all Claims in connection with the Transaction. The Parties acknowledge that five hundred and ninety dollars ($590) of the Payment is being provided as payment to Huber to cover Securities Compliance Management\u2019s August fees.", "references": ["Solvency", "Indemnifications", "Submission To Jurisdiction", "Participations", "Arbitration", "Cooperation", "Benefits", "Representations", "Entire Agreements", "Intellectual Property", "Compliance With Laws", "General", "Authority", "Closings", "Non-Disparagement", "Transactions With Affiliates", "Fees", "Agreements", "Specific Performance", "Death", "Waiver Of Jury Trials", "Disclosures", "Indemnity", "Base Salary", "Governing Laws", "Expenses", "Employment", "Authorizations", "Insurances", "Adjustments", "Payments"], "gold": ["Payments"]}
+{"input": "Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction .", "references": ["Enforcements", "No Defaults", "Assignments", "Duties", "Defined Terms", "Participations", "Terms", "Counterparts", "Forfeitures", "Interests", "Publicity", "Successors", "Costs", "Employment", "Notices", "Warranties", "Interpretations", "Integration", "Sanctions", "Survival", "Approvals", "Sales", "Books", "Amendments", "Organizations", "Intellectual Property", "Transactions With Affiliates", "Agreements", "Brokers", "Construction", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed (i)\u00a0in counterparts, each of which shall be an original, with same effect as if the signatures hereto were on the same instrument; and (ii)\u00a0by facsimile or pdf. The parties agree that such facsimile or pdf signatures shall be deemed original signatures for all purposes.", "references": ["Effectiveness", "Specific Performance", "Participations", "Taxes", "Payments", "Consents", "Applicable Laws", "Duties", "Waivers", "Construction", "Authorizations", "General", "Withholdings", "Agreements", "Warranties", "Confidentiality", "Brokers", "Representations", "Notices", "Records", "Venues", "Change In Control", "Non-Disparagement", "Effective Dates", "Arbitration", "Assigns", "Indemnifications", "Transactions With Affiliates", "Approvals", "No Waivers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No failure by either party to the Separation Agreement to give notice of any breach by the other, or to require compliance with, any condition or provision of this Separation Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future.", "references": ["Use Of Proceeds", "Authority", "Liens", "Intellectual Property", "Employment", "Positions", "Payments", "Amendments", "Governing Laws", "Withholdings", "Representations", "Construction", "Arbitration", "Releases", "Integration", "Duties", "Subsidiaries", "Submission To Jurisdiction", "Assignments", "Approvals", "Entire Agreements", "Interpretations", "Death", "Further Assurances", "Participations", "Fees", "Successors", "Publicity", "Qualifications", "Assigns", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Company shall use its commercially reasonable efforts to (i)\u00a0cause the Shelf Registration Statement filed pursuant to Section \u00a01.1(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof but in no event later than the Restricted Period Termination Date and (ii)\u00a0keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and useable for the resale of Registrable Securities covered by such Shelf Registration Statement, including by filing successive replacement or renewal Shelf Registration Statements upon the expiration of such Shelf Registration Statement, until the earlier of (a)\u00a0such time as there are no Registrable Securities remaining and (b)\u00a0the third anniversary of the effective date of the Shelf Registration Statement.", "references": ["Duties", "Fees", "Survival", "Solvency", "Disclosures", "Submission To Jurisdiction", "Liens", "Entire Agreements", "Arbitration", "Use Of Proceeds", "Waivers", "Applicable Laws", "Titles", "Integration", "Representations", "Positions", "Interpretations", "Participations", "Successors", "Powers", "Books", "Authority", "Terminations", "Severability", "Authorizations", "Expenses", "Transactions With Affiliates", "Vesting", "Closings", "Effective Dates", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The Company represents and warrants to the Investors that (a) the Company has the corporate power and authority to execute the Agreement and to bind the Company to this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.", "references": ["Expenses", "Counterparts", "Arbitration", "Qualifications", "Financial Statements", "Death", "Approvals", "Subsidiaries", "General", "Benefits", "Forfeitures", "Use Of Proceeds", "Participations", "Payments", "Change In Control", "Duties", "Titles", "Releases", "Capitalization", "Miscellaneous", "Interests", "Venues", "Closings", "Solvency", "Waivers", "Sales", "Amendments", "Waiver Of Jury Trials", "Fees", "Employment", "Representations"], "gold": ["Representations"]}
+{"input": "Except as specifically disclosed in Schedule 5.06, there are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the knowledge of any Loan Party, threatened against or affecting any Group Company in which there is a reasonable possibility of an adverse decision and, if adversely determined, could reasonably be expected to result in a Material Adverse Effect.", "references": ["Defined Terms", "Duties", "Submission To Jurisdiction", "Vesting", "Consents", "Effective Dates", "Arbitration", "Subsidiaries", "Participations", "Transactions With Affiliates", "Indemnifications", "Disclosures", "Insurances", "No Defaults", "No Conflicts", "Expenses", "Taxes", "Organizations", "No Waivers", "Capitalization", "Waivers", "Employment", "Erisa", "Liens", "Governing Laws", "Tax Withholdings", "Titles", "Applicable Laws", "Integration", "Consent To Jurisdiction", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Borrower shall maintain, and cause each Restricted Subsidiary to maintain, its corporate existence in good standing under the laws of its jurisdiction of organization and its qualification to transact business in each jurisdiction where failure so to qualify would permanently preclude the Borrower or such Restricted Subsidiary from enforcing its rights with respect to any material asset or would expose the Borrower or such Restricted Subsidiary to any material liability; provided, however, that nothing herein shall prohibit the merger or liquidation of any Subsidiary allowed under Section 6.12.", "references": ["Organizations", "Positions", "Authorizations", "Litigations", "General", "Financial Statements", "Waivers", "Releases", "Enforceability", "Binding Effects", "Warranties", "Powers", "Interests", "Tax Withholdings", "Successors", "Agreements", "Remedies", "Base Salary", "Waiver Of Jury Trials", "Defined Terms", "Non-Disparagement", "Survival", "Terminations", "Cooperation", "Anti-Corruption Laws", "Books", "Assignments", "Jurisdictions", "Entire Agreements", "Applicable Laws", "Existence"], "gold": ["Existence"]}
+{"input": "This Agreement, when accepted by Mobiquity, will constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written, except as herein contained. This Agreement may not be modified, changed, waived, or terminated other than by a writing executed by all the parties hereto. No course of conduct or dealing shall be construed to modify, amend, or otherwise affect any of the provisions hereof.", "references": ["Applicable Laws", "Solvency", "Consents", "Books", "Warranties", "Notices", "Severability", "Litigations", "Construction", "No Defaults", "Base Salary", "Payments", "Assignments", "Arbitration", "Qualifications", "Intellectual Property", "Representations", "Definitions", "Waivers", "Duties", "Successors", "Approvals", "Positions", "Specific Performance", "Terminations", "Headings", "Liens", "Indemnity", "Capitalization", "Records", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(I) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.", "references": ["Indemnity", "Organizations", "Disclosures", "Fees", "Terminations", "Amendments", "Death", "Subsidiaries", "Compliance With Laws", "Records", "Agreements", "Use Of Proceeds", "Waiver Of Jury Trials", "Assigns", "Vacations", "Specific Performance", "Integration", "Brokers", "General", "Remedies", "Vesting", "Jurisdictions", "Non-Disparagement", "Tax Withholdings", "Transactions With Affiliates", "Consent To Jurisdiction", "No Defaults", "Notices", "Venues", "Existence", "Interests"], "gold": ["Interests"]}
+{"input": "Upon the occurrence and during the continuance of any Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, enforce against the Guarantors their respective obligations and liabilities hereunder and exercise such other rights and remedies as may be available to the Administrative Agent hereunder, under the Credit Agreement, the other Loan Documents, the Hedging Agreements or otherwise.", "references": ["Counterparts", "Entire Agreements", "Definitions", "Enforcements", "Representations", "Subsidiaries", "Applicable Laws", "Non-Disparagement", "Brokers", "Intellectual Property", "Successors", "Financial Statements", "Tax Withholdings", "Terms", "Severability", "Litigations", "Death", "General", "Survival", "Jurisdictions", "Consent To Jurisdiction", "Warranties", "Forfeitures", "Existence", "Interpretations", "Use Of Proceeds", "Costs", "Defined Terms", "Adjustments", "Participations", "Remedies"], "gold": ["Remedies"]}
+{"input": "For calendar years beginning prior to January\u00a01, 2018, an Employee shall be eligible to participate in the Plan on the first day of the calendar quarter that is administratively feasible following the date he or she becomes an Eligible Employee.", "references": ["Withholdings", "Adjustments", "Expenses", "Entire Agreements", "Warranties", "Death", "Intellectual Property", "Positions", "Waivers", "Publicity", "Titles", "Disability", "Compliance With Laws", "Organizations", "Severability", "No Waivers", "Cooperation", "Arbitration", "Closings", "Consent To Jurisdiction", "Effectiveness", "Benefits", "Subsidiaries", "Terminations", "Confidentiality", "Binding Effects", "Books", "Notices", "Construction", "Vesting", "Participations"], "gold": ["Participations"]}
+{"input": "The Parties acknowledge that this Agreement constitutes the entire agreement between the Parties regarding all of the subjects addressed in this Agreement. The Parties agree and acknowledge that there have been no inducements, statements, or representations leading them to execute this Agreement, except as expressly contained herein.", "references": ["Governing Laws", "Modifications", "Counterparts", "Definitions", "Compliance With Laws", "Venues", "Subsidiaries", "Insurances", "Interpretations", "Assignments", "Sales", "No Defaults", "Transactions With Affiliates", "Fees", "Assigns", "Effectiveness", "Organizations", "Indemnity", "Employment", "No Waivers", "Death", "Withholdings", "Vesting", "Financial Statements", "Applicable Laws", "Base Salary", "Change In Control", "Closings", "Benefits", "Positions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each of RMS and REO Subsidiary has timely filed all federal and state tax returns that are required to be filed by it and has paid all taxes, including any assessments received by it, to the extent that such taxes have become due (other than for taxes that are being contested in good faith and for which it has established adequate reserves). Any taxes, fees and other governmental charges payable by Seller in connection with a Transaction and the execution and delivery of the Program Documents have been paid.", "references": ["Representations", "Counterparts", "Defined Terms", "Insurances", "Modifications", "Solvency", "Cooperation", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Waivers", "Erisa", "Publicity", "Payments", "Binding Effects", "Disclosures", "Base Salary", "Miscellaneous", "Positions", "Indemnifications", "Successors", "Subsidiaries", "Remedies", "Tax Withholdings", "Arbitration", "Employment", "Interests", "Consents", "Confidentiality", "Capitalization", "Benefits", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement may be executed in any number of counterparts, and by the parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.", "references": ["Integration", "Venues", "Interpretations", "Binding Effects", "Sanctions", "Powers", "Defined Terms", "Agreements", "Successors", "Waiver Of Jury Trials", "Positions", "Compliance With Laws", "Disability", "Amendments", "Financial Statements", "Confidentiality", "Governing Laws", "Releases", "Subsidiaries", "Vesting", "Headings", "Insurances", "Withholdings", "Costs", "Waivers", "Existence", "Records", "Books", "Representations", "Further Assurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Lease contains all of the representations, understandings and agreements of the parties with respect to the demise of the Premises, except for those provisions of the Agreement to Lease which expressly survive by their terms.", "references": ["Headings", "Integration", "Enforcements", "Survival", "Approvals", "Employment", "Fees", "No Defaults", "Liens", "Construction", "Effectiveness", "Remedies", "Forfeitures", "Compliance With Laws", "Solvency", "Waivers", "Miscellaneous", "Jurisdictions", "Sanctions", "Tax Withholdings", "Benefits", "Waiver Of Jury Trials", "Arbitration", "Submission To Jurisdiction", "Expenses", "Consents", "Interpretations", "Assignments", "Agreements", "Terms", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or Holdings, the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.\u00a0 For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a011.04(c) \u00a0without regard to the existence of any participation.", "references": ["Cooperation", "Interests", "Severability", "Enforcements", "Records", "Financial Statements", "Amendments", "Effectiveness", "Books", "Effective Dates", "Indemnifications", "Defined Terms", "Terms", "Authority", "Use Of Proceeds", "Jurisdictions", "Notices", "Entire Agreements", "No Waivers", "Disclosures", "Litigations", "Vesting", "Modifications", "Integration", "Expenses", "Approvals", "Tax Withholdings", "Titles", "Venues", "Headings", "Participations"], "gold": ["Participations"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section \u00a010.04(c) without regard to the existence of any participation.", "references": ["Subsidiaries", "No Waivers", "Transactions With Affiliates", "Sales", "Financial Statements", "Base Salary", "Indemnifications", "Records", "Compliance With Laws", "Assignments", "Governing Laws", "Withholdings", "Definitions", "Approvals", "Tax Withholdings", "Integration", "Waiver Of Jury Trials", "Entire Agreements", "Erisa", "Costs", "Fees", "Survival", "Organizations", "Payments", "Anti-Corruption Laws", "Vesting", "Agreements", "Intellectual Property", "Terminations", "Authorizations", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.", "references": ["Representations", "Assigns", "Severability", "Tax Withholdings", "Construction", "Definitions", "Disability", "Arbitration", "Cooperation", "Non-Disparagement", "Fees", "Jurisdictions", "Participations", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Survival", "Terminations", "Brokers", "Interests", "Indemnifications", "No Waivers", "Publicity", "Adjustments", "Costs", "Sanctions", "Use Of Proceeds", "Death", "Terms", "Headings", "Base Salary", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission (e.g., \u201cPDF\u201d or \u201cTIFF\u201d) of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.", "references": ["Benefits", "Terminations", "Remedies", "Notices", "Financial Statements", "Cooperation", "Intellectual Property", "Indemnifications", "Employment", "Defined Terms", "Consents", "Participations", "Payments", "General", "Costs", "Effectiveness", "Assignments", "Assigns", "Confidentiality", "Terms", "Arbitration", "Integration", "Taxes", "Survival", "Forfeitures", "Consent To Jurisdiction", "Construction", "Venues", "Fees", "Organizations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each of the Guarantors hereby confirms and ratifies all of its respective obligations pursuant to the Collateral Documents to which such Guarantor is a party and the Guaranty (including without limitation the continuation of each such Guarantor\u2019s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments contemplated hereby) and the enforceability of such Collateral Documents and the Guaranty against such Guarantor in accordance with their respective terms.", "references": ["Closings", "Survival", "Representations", "Costs", "General", "Definitions", "Base Salary", "Enforceability", "Effectiveness", "Applicable Laws", "Capitalization", "Disclosures", "Indemnity", "Further Assurances", "Qualifications", "Binding Effects", "Modifications", "Authority", "Effective Dates", "Solvency", "Employment", "Vacations", "Sanctions", "Titles", "Assignments", "Jurisdictions", "Remedies", "Releases", "Transactions With Affiliates", "Erisa", "Consents"], "gold": ["Consents"]}
+{"input": "The Authorizations for any Facility shall, to the maximum extent permitted by Legal Requirements, relate and apply exclusively to such Facility, and Tenant acknowledges and agrees that, subject to all applicable Legal Requirements, the Authorizations are appurtenant to the Facility(ies) to which they apply, both during and following the termination or expiration of the Term; provided, however, that the foregoing shall not be deemed to permit Landlord or any successor operator to operate under any such Authorizations. In jurisdictions where the Authorizations are issued to a Tenant or its permitted subtenant and/or permitted manager, as the Facility operator, Tenant agrees that, to the extent permitted by Legal Requirements, and except as limited by Section 8 below, (a) such Authorizations shall nevertheless remain the property of Landlord and be held by Tenant or such subtenant or manager, in trust for the benefit of Landlord pursuant to a revocable, temporary Authorization that may be revoked by Landlord at any time and (b) as required by Landlord, Tenant shall reasonably cooperate with Landlord to turn over all of Tenant\u2019s or any such subtenant\u2019s or manager\u2019s rights in connection with such Authorizations to Landlord or a successor operator, as applicable. All inspection fees, costs and charges associated with owning or holding the Authorizations or with any modification to the Authorizations shall be borne solely by Tenant, except as provided pursuant to Section 8 . This Section 5.4 shall survive the expiration or earlier termination of this Lease.", "references": ["Withholdings", "Amendments", "Enforceability", "Disability", "Consents", "Costs", "Entire Agreements", "Indemnity", "Forfeitures", "Death", "Financial Statements", "Binding Effects", "Brokers", "Effectiveness", "Cooperation", "Non-Disparagement", "Applicable Laws", "Jurisdictions", "Indemnifications", "Warranties", "Representations", "Agreements", "Confidentiality", "Litigations", "Authority", "Interpretations", "Vesting", "Further Assurances", "Positions", "Erisa", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "For services rendered by Executive on the Company\u2019s and its Affiliates\u2019 behalf during Executive\u2019s employment, OMGS or its Affiliate will pay Executive an annual base salary of $800,000, which amount will be paid according to its regular payroll practices and which will be subject to required deductions for employment taxes and income tax withholding.", "references": ["Benefits", "Disclosures", "Brokers", "Binding Effects", "Change In Control", "Releases", "Anti-Corruption Laws", "Confidentiality", "Enforcements", "Construction", "Interpretations", "Severability", "Expenses", "Integration", "Participations", "Intellectual Property", "Jurisdictions", "Entire Agreements", "Disability", "Erisa", "Consent To Jurisdiction", "Authority", "Consents", "No Waivers", "Sales", "Use Of Proceeds", "Successors", "Assigns", "Enforceability", "Waivers", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Except as provided otherwise in this Award Agreement, RSUs will be settled and paid as soon as practicable after the date on which they become vested, but in no event later than the 15th day of the third month following such date.\u00a0\u00a0The RSUs shall be settled and paid in Shares, in the amount of one Share for each vested RSU.", "references": ["Sanctions", "Publicity", "Titles", "Specific Performance", "Entire Agreements", "Cooperation", "No Defaults", "Liens", "Qualifications", "Fees", "Disclosures", "Capitalization", "No Conflicts", "Binding Effects", "Integration", "Transactions With Affiliates", "Terminations", "No Waivers", "Positions", "Consent To Jurisdiction", "Headings", "Submission To Jurisdiction", "Benefits", "Intellectual Property", "Records", "Severability", "Waiver Of Jury Trials", "Indemnifications", "Counterparts", "Base Salary", "Payments"], "gold": ["Payments"]}
+{"input": "No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the party against whom the wavier is claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.", "references": ["Powers", "Interpretations", "Governing Laws", "Employment", "Entire Agreements", "Base Salary", "Counterparts", "Authorizations", "Headings", "Vesting", "Remedies", "Effectiveness", "Publicity", "Consent To Jurisdiction", "Use Of Proceeds", "Participations", "Further Assurances", "Non-Disparagement", "Fees", "Miscellaneous", "Sanctions", "Withholdings", "Assigns", "Successors", "Organizations", "Integration", "Subsidiaries", "Disclosures", "Severability", "Releases", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement shall take effect on the Effective Date and shall continue in effect until the second anniversary of the Effective Date. On the first anniversary of the Effective Date and on each annual anniversary thereafter (each an \u201cAnniversary Date\u201d) this Agreement shall automatically renew for an additional year, such that this Agreement shall terminate twenty-four (24) months thereafter (each renewal term shall constitute a \u201cTerm\u201d) unless at least (30) days prior to such Anniversary Date the Boards of Directors of the Company and the Bank issue a non-renewal notice to the Executive that this Agreement shall expire at the end of the Term. Notwithstanding the foregoing, in the event that the Company enters into an agreement to effect a transaction which would be considered a Change in Control hereunder, this Agreement shall continue and shall terminate on the second annual Anniversary Date following the effective date of the Change in Control, unless earlier terminated in accordance with the next sentence. Notwithstanding anything to the contrary herein, this Agreement shall also terminate upon the earliest of (a) the termination by the Employers of the employment of the Executive for Cause or the failure by the Executive to perform the Executive\u2019s full-time duties with the Employers by reason of the Executive\u2019s death or Disability, (b) the resignation or termination of the Executive\u2019s employment for any reason prior to a Change in Control, or (c) the termination of the Executive\u2019s employment with the Employers after a Change in Control for any reason other than the occurrence of a Terminating Event. In the event of the termination of this Agreement prior to the completion by the Employers of all payments due to the Executive hereunder, the Employers shall continue such payments to the Executive until paid in full.", "references": ["Disability", "Insurances", "Arbitration", "Forfeitures", "Terminations", "Positions", "Modifications", "Anti-Corruption Laws", "General", "Tax Withholdings", "Miscellaneous", "Consent To Jurisdiction", "Effectiveness", "Compliance With Laws", "Duties", "Amendments", "Submission To Jurisdiction", "Warranties", "Payments", "Non-Disparagement", "Applicable Laws", "Taxes", "Severability", "Cooperation", "Definitions", "Waivers", "Construction", "Authority", "Vacations", "Closings", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement, the Purchase and Sale Agreement, the Purchase and Sale Agreement II, all of the Exhibits and schedules hereto and thereto, the Access Agreement and the Confidentiality Agreement, contain all representations, warranties and covenants made by Purchaser and Seller and their respective Affiliates and constitute the entire understanding between the Parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda or agreements (other than the Confidentiality Agreement and Sections 6, 10, 11, 12 and 14 of the Access Agreement) in connection with the transaction contemplated by this Agreement are replaced in total by this Agreement, the Purchase and Sale Agreement and the Purchase and Sale Agreement II, together with the Exhibits and schedules hereto and thereto.", "references": ["Notices", "Waivers", "Applicable Laws", "General", "Effective Dates", "Consents", "Death", "Titles", "Authorizations", "Amendments", "Positions", "Anti-Corruption Laws", "Interests", "Counterparts", "Terminations", "Jurisdictions", "No Defaults", "Transactions With Affiliates", "Waiver Of Jury Trials", "Publicity", "Duties", "Existence", "Assigns", "Litigations", "Solvency", "Approvals", "Participations", "Books", "Headings", "Integration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If either party breaches a material provision of this Agreement, the other party may terminate this Agreement immediately. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days\u2019 notice. Company shall pay Consultant all unpaid, undisputed amounts due for the Services completed prior to notice of such termination. Sections\u00a02 (subject to the limitations set forth in Section 2(c)) through 9 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant.", "references": ["Forfeitures", "Enforceability", "Enforcements", "Approvals", "Capitalization", "Counterparts", "Insurances", "Subsidiaries", "Survival", "Warranties", "Costs", "Liens", "General", "Brokers", "No Defaults", "Indemnifications", "Positions", "Jurisdictions", "Definitions", "Construction", "Governing Laws", "Waivers", "Non-Disparagement", "Compliance With Laws", "Interpretations", "Financial Statements", "Use Of Proceeds", "Remedies", "Publicity", "Releases", "Terminations"], "gold": ["Terminations"]}
+{"input": "The \u201cEffective Date\u201d of the Plan is January 1, 2018.", "references": ["Consent To Jurisdiction", "Disability", "Enforceability", "Jurisdictions", "Books", "Fees", "Taxes", "Payments", "Defined Terms", "Miscellaneous", "Cooperation", "Liens", "Sales", "Indemnity", "Amendments", "Death", "Intellectual Property", "Withholdings", "Assigns", "Financial Statements", "General", "Terms", "Capitalization", "Use Of Proceeds", "Modifications", "No Waivers", "Positions", "Subsidiaries", "Integration", "Binding Effects", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "HFRM will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Products handled by HFRM for transportation, storage and/or loading by HEP Operating. Should either Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any Applicable Law or authority now in effect or hereafter to become effective which are payable by the any other Party pursuant to this Section \u00a02.10 the proper Party shall promptly reimburse the other Party therefor.", "references": ["Binding Effects", "Interpretations", "Liens", "Modifications", "Submission To Jurisdiction", "Remedies", "Waiver Of Jury Trials", "Records", "Forfeitures", "Agreements", "Sanctions", "Closings", "Brokers", "Entire Agreements", "Severability", "Non-Disparagement", "Notices", "Governing Laws", "Capitalization", "Waivers", "Costs", "Effectiveness", "Litigations", "Benefits", "Sales", "Withholdings", "Insurances", "Compliance With Laws", "Publicity", "Existence", "Taxes"], "gold": ["Taxes"]}
+{"input": "The representations and warranties of Purchaser set forth in this Agreement shall be true, correct and complete as of the Closing Date in all material respects.", "references": ["Taxes", "Approvals", "Benefits", "Forfeitures", "Vacations", "Cooperation", "Waiver Of Jury Trials", "Specific Performance", "Anti-Corruption Laws", "Organizations", "Assignments", "Arbitration", "Effectiveness", "General", "Applicable Laws", "Authorizations", "Insurances", "Counterparts", "Erisa", "Integration", "Construction", "No Conflicts", "Brokers", "Payments", "Notices", "Indemnity", "Transactions With Affiliates", "Further Assurances", "Subsidiaries", "Jurisdictions", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court.\u00a0 Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.\u00a0 Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction.", "references": ["Notices", "Interests", "Costs", "Capitalization", "Confidentiality", "Construction", "Releases", "Authorizations", "No Conflicts", "Taxes", "Entire Agreements", "Assigns", "No Waivers", "Closings", "Compliance With Laws", "Adjustments", "Powers", "Organizations", "Representations", "Successors", "Enforceability", "Participations", "Arbitration", "Venues", "Subsidiaries", "Assignments", "Waivers", "Amendments", "Disability", "Disclosures", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Company shall pay Holder all accrued and unpaid interest on the outstanding principal amount of each Advance on June 15 and December 15 of each calendar year (each, an \u201c Interest Payment Date \u201d) until the Maturity Date.", "references": ["Liens", "Submission To Jurisdiction", "Venues", "No Defaults", "Amendments", "Construction", "Miscellaneous", "Records", "Disclosures", "Death", "Representations", "Approvals", "Sanctions", "Further Assurances", "Transactions With Affiliates", "Enforceability", "Litigations", "Erisa", "Terminations", "Forfeitures", "Sales", "Applicable Laws", "Disability", "Interests", "Jurisdictions", "Withholdings", "Successors", "Positions", "Warranties", "Brokers", "Payments"], "gold": ["Payments"]}
+{"input": "No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall in any event be effective unless such amendment or waiver shall be in writing and signed by the Guarantor and the Administrative Agent (who shall act following the receipt of the consent of all of the Lenders).\u00a0 Such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.", "references": ["Representations", "Taxes", "Jurisdictions", "Financial Statements", "Severability", "Solvency", "Venues", "Submission To Jurisdiction", "Integration", "Employment", "Expenses", "Notices", "Vesting", "Intellectual Property", "Adjustments", "Erisa", "Approvals", "Litigations", "Anti-Corruption Laws", "Tax Withholdings", "Authority", "No Conflicts", "Compliance With Laws", "Modifications", "Sales", "Miscellaneous", "Terms", "Definitions", "Terminations", "Positions", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Loan Agreement will be binding upon and inure to the benefit of Lender and Borrower, and their respective successors and assigns, provided, however, that (a)\u00a0Borrower may not, without the prior written consent of Lender, assign or encumber any interests, rights, remedies, powers, duties or obligations under this Loan Agreement or any of the other Loan Documents, (b)\u00a0if no Event of Default then exists, Lender may not, without the prior written consent of Borrower (such consent not to be unreasonably withheld or delayed), assign its interests, rights, remedies, powers, duties or obligations under this Loan Agreement or any of the other Loan Documents to any Person other than an Eligible Assignee, and (c)\u00a0during the continuance of an Event of Default, Lender may assign its interests, rights, remedies, powers, duties or obligations under this Loan Agreement or any of the other Loan Documents to any Person without the consent of Borrower.", "references": ["Financial Statements", "Costs", "Assigns", "Powers", "Disclosures", "Litigations", "Qualifications", "Adjustments", "Payments", "Indemnity", "Authority", "Change In Control", "Construction", "Assignments", "Effectiveness", "Counterparts", "Applicable Laws", "Books", "Organizations", "Erisa", "Authorizations", "Vesting", "Expenses", "Closings", "Consents", "Non-Disparagement", "Consent To Jurisdiction", "Cooperation", "Successors", "Tax Withholdings", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Borrower will, and will take reasonable action to cause each of its Restricted Subsidiaries to, comply with all Requirements of Law (including Environmental Laws) with respect to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["Representations", "Applicable Laws", "Brokers", "Organizations", "Assignments", "Enforceability", "Payments", "No Conflicts", "Indemnifications", "Specific Performance", "Change In Control", "Withholdings", "Insurances", "Qualifications", "Capitalization", "Titles", "Modifications", "Binding Effects", "Intellectual Property", "Non-Disparagement", "Terminations", "Successors", "Erisa", "Tax Withholdings", "Interpretations", "Solvency", "Submission To Jurisdiction", "Arbitration", "Duties", "Records", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Employee\u2019s base salary shall be $172,500 per annum and shall be subject to increase from time to time in the Board\u2019s sole discretion (the \u201c Base Salary \u201d), which salary shall be paid by the Company in regular installments in accordance with the Company\u2019s general payroll practices (in effect from time to time).", "references": ["No Conflicts", "No Waivers", "Withholdings", "Disability", "Notices", "Existence", "Agreements", "Change In Control", "Transactions With Affiliates", "Sales", "Entire Agreements", "Non-Disparagement", "Vacations", "Arbitration", "Liens", "Publicity", "Titles", "Counterparts", "Applicable Laws", "Powers", "Authority", "Indemnity", "Positions", "Employment", "Expenses", "Subsidiaries", "Assignments", "Closings", "Qualifications", "Venues", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The receipt or acceptance by a Licensor of any Royalty statements furnished pursuant to this Agreement, or the receipt or acceptance of any Royalty payments made, will not preclude Licensors from questioning their accuracy at any time.", "references": ["No Conflicts", "Terms", "Enforcements", "Disclosures", "Vacations", "Terminations", "Construction", "Assignments", "Liens", "Governing Laws", "Releases", "Waiver Of Jury Trials", "Fees", "Organizations", "Payments", "Expenses", "Survival", "Insurances", "Financial Statements", "Powers", "Effectiveness", "No Defaults", "Participations", "Confidentiality", "Brokers", "Transactions With Affiliates", "Costs", "Qualifications", "Change In Control", "Authority", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder\u2019s rights, powers or remedies. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys\u2019 fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.", "references": ["Titles", "Adjustments", "Non-Disparagement", "Existence", "Headings", "Consents", "Insurances", "Notices", "Erisa", "Arbitration", "Assignments", "Solvency", "Participations", "Financial Statements", "Waiver Of Jury Trials", "Miscellaneous", "Forfeitures", "Authority", "Intellectual Property", "No Defaults", "Consent To Jurisdiction", "Survival", "Publicity", "Qualifications", "Use Of Proceeds", "Powers", "Fees", "Taxes", "Construction", "Costs", "Expenses"], "gold": ["Expenses"]}
+{"input": "(w)\u00a0Promptly after an Authorized Officer becomes aware of the occurrence of any Default and/or any event or condition constituting, or which would reasonably be expected to have, a Material Adverse Effect, a certificate of an Authorized Officer of the Company setting forth the details thereof and the actions which the Company is taking or proposes to take with respect thereto, (x)\u00a0promptly after the Company knows of the commencement thereof, notice of any litigation, dispute or proceeding involving a claim against the Company and/or any Subsidiary which claim has had, or would reasonably be expected to have, a Material Adverse Effect, (y) promptly after any Account Party becomes aware of any change in the financial strength rating of such Account Party announced by A.M. Best, notice of such change and (z) promptly after the Company becomes aware of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification, notice of such changes to the Beneficial Ownership Certification.", "references": ["Closings", "Disability", "Waiver Of Jury Trials", "Waivers", "Payments", "Duties", "Severability", "Liens", "Capitalization", "Modifications", "Sales", "Governing Laws", "Arbitration", "Assigns", "Base Salary", "Binding Effects", "Specific Performance", "Compliance With Laws", "Qualifications", "Adjustments", "Indemnity", "Titles", "Non-Disparagement", "Venues", "Enforcements", "Interpretations", "Employment", "Death", "Brokers", "Representations", "Notices"], "gold": ["Notices"]}
+{"input": "For the convenience of the parties and to facilitate execution, this Option Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.", "references": ["Submission To Jurisdiction", "Expenses", "Authorizations", "Waiver Of Jury Trials", "Miscellaneous", "Applicable Laws", "Jurisdictions", "Agreements", "Consent To Jurisdiction", "Fees", "Base Salary", "Assigns", "Successors", "Disclosures", "Records", "Construction", "Enforceability", "Disability", "Integration", "Existence", "Amendments", "Anti-Corruption Laws", "Erisa", "Headings", "Vacations", "Further Assurances", "Terms", "Venues", "Notices", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the Execution Date (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \u201c SEC Reports \u201d). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201c GAAP \u201d), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Severability", "Terminations", "Benefits", "Remedies", "No Waivers", "Titles", "Headings", "General", "Costs", "Disability", "Tax Withholdings", "Waivers", "Existence", "Consents", "Vacations", "Modifications", "Entire Agreements", "Enforceability", "Authorizations", "Change In Control", "Approvals", "Arbitration", "Warranties", "Amendments", "Employment", "Powers", "Submission To Jurisdiction", "Interpretations", "Publicity", "Indemnity", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Amendment .", "references": ["Warranties", "No Waivers", "Defined Terms", "Consent To Jurisdiction", "Amendments", "Vesting", "Intellectual Property", "Brokers", "Capitalization", "Withholdings", "Erisa", "Use Of Proceeds", "Financial Statements", "Enforcements", "Books", "Integration", "Non-Disparagement", "Payments", "Titles", "Benefits", "Binding Effects", "Further Assurances", "Remedies", "Arbitration", "Entire Agreements", "Construction", "Successors", "No Defaults", "Powers", "Cooperation", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The representations and warranties contained in Article VII shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date.", "references": ["Survival", "Cooperation", "Terminations", "Defined Terms", "Records", "Base Salary", "Definitions", "Authority", "Consents", "Enforceability", "Death", "Duties", "Sales", "Entire Agreements", "Adjustments", "Waiver Of Jury Trials", "Forfeitures", "Waivers", "Further Assurances", "Modifications", "Titles", "Litigations", "Participations", "Venues", "Indemnifications", "Intellectual Property", "Change In Control", "Brokers", "Payments", "Effectiveness", "Warranties"], "gold": ["Warranties"]}
+{"input": "No Loan Party shall (a) use the proceeds of any Loan or other Credit Extension hereunder, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U, T or X as promulgated by the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or (b) request any Credit Extension or use (or permit the use by any of its Subsidiaries or its or their respective Affiliates, directors, officers, employees or agents of) the proceeds of any Credit Extension, whether directly or indirectly, (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, in any Sanctioned Country or (iii) in any manner that would result in a violation of Anti-Corruption Laws, Anti-Terrorism Laws, Sanctions or other applicable Law.", "references": ["Transactions With Affiliates", "Defined Terms", "Disability", "No Conflicts", "Waivers", "Death", "Interests", "Participations", "Terms", "Insurances", "Books", "Modifications", "Consent To Jurisdiction", "Tax Withholdings", "Definitions", "Taxes", "Approvals", "Effectiveness", "Sales", "Further Assurances", "Litigations", "Base Salary", "Organizations", "Assignments", "Survival", "Remedies", "Counterparts", "Fees", "Costs", "Indemnifications", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Each Party to this Agreement acknowledges that it has had an opportunity to review this Agreement with legal counsel regarding the meaning of this Agreement, the obligations imposed by this Agreement and the legal implications of this Agreement, as well as the advisability of entering into this Agreement.\u00a0 Each Party acknowledges that it is executing this Agreement voluntarily and of its own free will, without any coercion or duress, and that this Agreement constitutes a legal, valid, and binging agreement, enforceable in accordance to its terms.", "references": ["Payments", "Withholdings", "Employment", "Venues", "Organizations", "Terms", "Liens", "Confidentiality", "Warranties", "Assigns", "Existence", "Financial Statements", "Duties", "Integration", "Governing Laws", "Tax Withholdings", "Brokers", "Defined Terms", "Waivers", "Indemnity", "Expenses", "Counterparts", "Miscellaneous", "Agreements", "Notices", "Jurisdictions", "Submission To Jurisdiction", "Enforceability", "Specific Performance", "Capitalization", "General"], "gold": ["General"]}
+{"input": "Neither the Borrower, the Guarantors nor any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder.", "references": ["Jurisdictions", "Effectiveness", "Releases", "Publicity", "Financial Statements", "Non-Disparagement", "Further Assurances", "Entire Agreements", "Amendments", "Intellectual Property", "Participations", "Enforceability", "Sanctions", "Indemnity", "Forfeitures", "Integration", "Warranties", "Interests", "Miscellaneous", "Closings", "No Conflicts", "Solvency", "Records", "Defined Terms", "Definitions", "Change In Control", "Binding Effects", "Consent To Jurisdiction", "Assigns", "Approvals", "Brokers"], "gold": ["Brokers"]}
+{"input": "If any provision of this Agreement is held to be void or unenforceable, in whole or in part, (a) such holding shall not affect the validity and enforceability of the remainder of this Agreement, including any other provision, paragraph or subparagraph, and (b) the Parties agree to attempt in good faith to reform such void or unenforceable provision to the extent necessary to render such provision enforceable and to carry out its original intent.", "references": ["Construction", "Financial Statements", "Sanctions", "Positions", "Interpretations", "Terminations", "Consent To Jurisdiction", "Expenses", "Terms", "Books", "Litigations", "Erisa", "Transactions With Affiliates", "Waiver Of Jury Trials", "Applicable Laws", "Specific Performance", "Definitions", "Qualifications", "Duties", "Closings", "Death", "Effective Dates", "Costs", "Modifications", "Records", "Venues", "Anti-Corruption Laws", "Headings", "Non-Disparagement", "Taxes", "Severability"], "gold": ["Severability"]}
+{"input": "The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a)\u00a0a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b)\u00a0the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.", "references": ["Organizations", "Subsidiaries", "Counterparts", "Terminations", "Solvency", "Waivers", "Definitions", "Effectiveness", "Assignments", "Liens", "Compliance With Laws", "Applicable Laws", "Erisa", "General", "Representations", "Qualifications", "Brokers", "Releases", "Participations", "Confidentiality", "Forfeitures", "No Defaults", "Submission To Jurisdiction", "Insurances", "Construction", "Enforcements", "Specific Performance", "Approvals", "Binding Effects", "Anti-Corruption Laws", "Severability"], "gold": ["Severability"]}
+{"input": "The Company will reimburse Executive for reasonable travel, entertainment and other expenses incurred by Executive in the furtherance of the performance of Executive\u2019s duties hereunder, in accordance with the Company\u2019s expense reimbursement policy as in effect from time to time.", "references": ["Closings", "Effectiveness", "Waiver Of Jury Trials", "Vesting", "Effective Dates", "Powers", "Construction", "Definitions", "Agreements", "Duties", "Enforcements", "Defined Terms", "Authorizations", "Sanctions", "Change In Control", "Notices", "Terminations", "Death", "Disclosures", "Miscellaneous", "General", "No Conflicts", "Adjustments", "Cooperation", "Confidentiality", "Further Assurances", "Payments", "Survival", "Withholdings", "Jurisdictions", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Disability Award will be paid as soon as administratively practicable but in no event later than the last day of the second full calendar month following the Participant\u2019s Separation from Service due to Disability.", "references": ["Vacations", "Interpretations", "Death", "Releases", "Consents", "Severability", "Specific Performance", "Duties", "Solvency", "Change In Control", "Books", "Indemnifications", "Arbitration", "Participations", "Further Assurances", "Miscellaneous", "Remedies", "Assigns", "Payments", "Taxes", "Agreements", "Non-Disparagement", "No Conflicts", "Withholdings", "General", "Benefits", "Anti-Corruption Laws", "Authority", "Brokers", "Liens", "Disability"], "gold": ["Disability"]}
+{"input": "Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight currier service of by registered or certified mail, postage prepaid, return receipt requested, to the Employee at the last address the Employee has filed in writing with the Company, or to the Company at its main office, attention of the Board of Directors.", "references": ["Severability", "Use Of Proceeds", "Survival", "Brokers", "Sales", "Records", "Disability", "Entire Agreements", "Effectiveness", "Submission To Jurisdiction", "Payments", "Releases", "Binding Effects", "Consent To Jurisdiction", "Vacations", "Benefits", "Liens", "Subsidiaries", "Expenses", "Financial Statements", "Adjustments", "Waivers", "Closings", "Disclosures", "Change In Control", "Organizations", "Compliance With Laws", "Applicable Laws", "Withholdings", "Non-Disparagement", "Notices"], "gold": ["Notices"]}
+{"input": "In the event any term of this Agreement is unenforceable, then such unenforceable term, if possible, will be altered so as to be enforceable. Or, if that is not possible, then it will be deleted from this Agreement and the remaining part of the Agreement will remain in effect.", "references": ["Indemnifications", "Successors", "Death", "Qualifications", "Applicable Laws", "Further Assurances", "Taxes", "Payments", "Transactions With Affiliates", "Subsidiaries", "Records", "Disclosures", "Titles", "Amendments", "Closings", "Effectiveness", "Consents", "Brokers", "General", "Insurances", "Expenses", "Approvals", "Effective Dates", "Anti-Corruption Laws", "Assigns", "Change In Control", "Powers", "Withholdings", "Cooperation", "Remedies", "Severability"], "gold": ["Severability"]}
+{"input": "The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a02.", "references": ["Powers", "Approvals", "Use Of Proceeds", "Qualifications", "Interpretations", "Consents", "Cooperation", "Governing Laws", "Vesting", "Confidentiality", "Entire Agreements", "Survival", "Base Salary", "Counterparts", "Assignments", "Duties", "Arbitration", "Indemnifications", "Amendments", "Fees", "Financial Statements", "Headings", "Participations", "Authority", "Change In Control", "Enforcements", "Non-Disparagement", "Definitions", "Expenses", "Disability", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information; that the Executive has developed and will continue to develop Confidential Information for the Company and its Affiliates and that the Executive has learned and will continue to learn of Confidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall never use or disclose to any Person (except as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates) any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (a)\u00a0nothing contained in this Agreement limits, restricts or in any other way affects the Executive\u2019s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (b)\u00a0the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i)\u00a0in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii)\u00a0in a complaint or other document filed under seal in a lawsuit or other proceeding; provided , however , that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by unauthorized means.", "references": ["Consent To Jurisdiction", "Cooperation", "Organizations", "Duties", "Sales", "Qualifications", "No Conflicts", "Modifications", "General", "Existence", "Vacations", "Successors", "Jurisdictions", "Entire Agreements", "Governing Laws", "Participations", "Integration", "Definitions", "Authorizations", "Sanctions", "Warranties", "Waiver Of Jury Trials", "Change In Control", "Vesting", "Amendments", "Disability", "Survival", "Interpretations", "Erisa", "Employment", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Notwithstanding any other provision in this Agreement, the payments and benefits described in Section 8.1 are conditioned on Executive\u2019s execution and delivery to the Company, within 60 days following his cessation of employment, of a general release of claims against the Company and its affiliates in such form as the Company may reasonably require in a manner consistent with the requirements of the Older Workers Benefit Protection Act (the \u201cRelease\u201d). The salary continuation benefits described in Section 8.1 will begin to be paid or provided as soon as the Release becomes irrevocable; provided, however, that if the 60-day period described in the previous sentence begins in one taxable year and ends in a second taxable year and if the cash payments and benefits described in Section 8.1 exceed the limitations applicable to a \u201cseparation pay plan\u201d under Treas. Reg. \u00a7 1.409A-1(b)(9)(iii), such payments and other rights shall not commence until the second taxable year.", "references": ["Headings", "No Conflicts", "Enforceability", "Transactions With Affiliates", "Vesting", "Specific Performance", "Notices", "Use Of Proceeds", "Applicable Laws", "Integration", "Books", "Representations", "Terminations", "Interests", "Authorizations", "Indemnity", "Powers", "Definitions", "Qualifications", "Solvency", "Miscellaneous", "No Defaults", "Binding Effects", "Benefits", "Positions", "No Waivers", "Waiver Of Jury Trials", "Venues", "Counterparts", "Change In Control", "Releases"], "gold": ["Releases"]}
+{"input": "Borrower agrees to pay to Bank on demand all reasonable and documented costs, fees and expenses (including without limitation reasonable attorneys\u2019 fees and legal expenses) incurred or accrued by Bank in connection with the negotiation, preparation, execution, delivery, filing, recording and administration of this Agreement, the Security Instruments and the other Loan Documents, or any waiver, consent or modification thereto or thereof, or any enforcement thereof. Borrower further agrees that all such fees and expenses shall be paid regardless of whether or not the transactions provided for in this Agreement are eventually closed and regardless of whether or not any or all sums evidenced by the Revolver Note are advanced to Borrower by Bank. Upon Borrower\u2019s failure to pay all such costs and expenses within ten (10) days of Bank\u2019s submission of invoices therefore, Bank shall pay such costs and expenses by debit to the general account of Borrower without further notice to Borrower.", "references": ["Integration", "Participations", "Records", "Taxes", "Authorizations", "Enforceability", "Assigns", "Terms", "Non-Disparagement", "No Waivers", "Financial Statements", "Assignments", "Base Salary", "Miscellaneous", "No Conflicts", "Construction", "Adjustments", "Employment", "Death", "Closings", "Arbitration", "Interpretations", "Insurances", "Fees", "Representations", "Benefits", "Waivers", "Consent To Jurisdiction", "Disability", "Binding Effects", "Costs"], "gold": ["Costs"]}
+{"input": "The agreements in this Section shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Total Revolving Credit Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Venues", "Authorizations", "Waiver Of Jury Trials", "Representations", "Books", "Applicable Laws", "Entire Agreements", "Further Assurances", "Costs", "Liens", "Erisa", "Assigns", "Sanctions", "Modifications", "Enforcements", "Headings", "Integration", "Transactions With Affiliates", "Definitions", "Remedies", "Agreements", "Benefits", "Intellectual Property", "Participations", "Successors", "Governing Laws", "Solvency", "Subsidiaries", "Specific Performance", "Organizations", "Survival"], "gold": ["Survival"]}
+{"input": "The closing (\u201c Closing \u201d) of the transaction contemplated by this Agreement shall occur automatically, and without any further required action from either Party, upon the completion of the Exchange Offer (the \u201c Closing Date \u201d).", "references": ["Fees", "Authorizations", "Intellectual Property", "Subsidiaries", "Anti-Corruption Laws", "Taxes", "Integration", "Costs", "Expenses", "Death", "Records", "Specific Performance", "Interests", "Defined Terms", "Binding Effects", "Notices", "Miscellaneous", "Assigns", "Insurances", "Tax Withholdings", "Withholdings", "Participations", "Authority", "Adjustments", "Amendments", "Qualifications", "Use Of Proceeds", "Existence", "Agreements", "Survival", "Closings"], "gold": ["Closings"]}
+{"input": "As consideration for our commitments hereunder and each Arranger\u2019s agreement to perform the services described herein, you agree to pay (when due and payable) the non-refundable fees set forth in the Term Sheet and in (i)\u00a0the original Fee Letter, dated as of October\u00a017, 2017, between MSSF and you, (ii)\u00a0the Supplemental Fee Letter, dated as of January\u00a08, 2018, among you, MSSF, JPMorgan and Wells, and (iii)\u00a0the Joinder Fee Letter, dated as of the date hereof among you, the Arrangers and the Initial Lenders (collectively, the \u201c Fee Letters \u201d).", "references": ["Positions", "Subsidiaries", "Specific Performance", "Benefits", "Waiver Of Jury Trials", "Taxes", "Participations", "Enforcements", "Assigns", "Indemnity", "Venues", "Jurisdictions", "General", "Terms", "Expenses", "Vesting", "Miscellaneous", "Disclosures", "Further Assurances", "Intellectual Property", "No Defaults", "Forfeitures", "Authorizations", "Modifications", "Agreements", "Releases", "Headings", "Warranties", "Integration", "Survival", "Fees"], "gold": ["Fees"]}
+{"input": "Stock Appreciation Rights may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Stock Appreciation Rights shall be set forth in separate SAR Agreements, which agreements need not be identical. No dividends or dividend equivalents shall be paid on Stock Appreciation Rights.", "references": ["Survival", "Records", "Books", "Enforceability", "Effectiveness", "Approvals", "Miscellaneous", "Fees", "Waiver Of Jury Trials", "Successors", "Interpretations", "Publicity", "Litigations", "Withholdings", "Payments", "Construction", "Taxes", "Effective Dates", "Titles", "Forfeitures", "Consent To Jurisdiction", "Sales", "Integration", "Notices", "Qualifications", "Indemnity", "Terms", "Entire Agreements", "Disability", "Consents", "General"], "gold": ["General"]}
+{"input": "The Purchaser has full power and authority to enter into this Agreement and each of the Transaction Documents to which it is a party, and each Transaction Document to which the Purchaser is a party constitutes valid and legally binding obligations of the Purchaser, enforceable in accordance with its terms, except (a)\u00a0as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors\u2019 rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.", "references": ["Amendments", "Adjustments", "Entire Agreements", "Assignments", "Brokers", "Severability", "Confidentiality", "Insurances", "Effectiveness", "Records", "Organizations", "Agreements", "Consent To Jurisdiction", "Indemnity", "Enforcements", "Effective Dates", "Intellectual Property", "Terminations", "Approvals", "Participations", "Miscellaneous", "Disclosures", "Fees", "Further Assurances", "Death", "Positions", "General", "Non-Disparagement", "Payments", "Sales", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Subsidiary and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of this Plan, except to the extent arising out of such officer\u2019s, employee\u2019s, member\u2019s or former member\u2019s fraud or gross negligence. Such indemnification shall be in addition to any rights of indemnification the officers, employees, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Subsidiary. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to him or her under this Plan.", "references": ["Subsidiaries", "Erisa", "Organizations", "General", "Records", "Agreements", "Terms", "Amendments", "Disability", "Change In Control", "Applicable Laws", "Effective Dates", "Venues", "Insurances", "Participations", "Duties", "Disclosures", "Fees", "Authority", "Benefits", "Powers", "Vesting", "Modifications", "Costs", "Integration", "Capitalization", "Sanctions", "Tax Withholdings", "Definitions", "Arbitration", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "To the extent the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent or any other agent under Section 9.5 , the Lenders and Issuing Banks severally agree to indemnify the Agent in their capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Revolving Loan Percentage in effect on the date on which indemnification is sought under this Section\u00a08.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Revolving Loan Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent, in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent\u2019s, gross negligence or willful misconduct. The agreements in this Section\u00a08.7 shall survive the payment of the Loans and all other amounts payable hereunder.", "references": ["Closings", "Vesting", "Consents", "Duties", "Insurances", "General", "Integration", "Publicity", "Terms", "Interpretations", "Non-Disparagement", "Powers", "Assignments", "Releases", "Governing Laws", "Modifications", "Withholdings", "Notices", "Forfeitures", "Consent To Jurisdiction", "Submission To Jurisdiction", "Transactions With Affiliates", "Intellectual Property", "Successors", "Base Salary", "Financial Statements", "Books", "Amendments", "Taxes", "Enforceability", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "During the Employment Period, RHP will continue to pay the Key Employee a salary at not less than the amount paid to Key Employee on the Change of Control Date, and continue employee benefit programs to or for the benefit of Key Employee and his or her beneficiaries at levels in effect on the Change of Control Date as more particularly described in Section\u00a05.", "references": ["Binding Effects", "Modifications", "Insurances", "Integration", "General", "Withholdings", "Submission To Jurisdiction", "Construction", "Books", "Effectiveness", "Successors", "Sanctions", "Sales", "Forfeitures", "Titles", "Organizations", "Terminations", "Taxes", "No Waivers", "Specific Performance", "Vesting", "Intellectual Property", "Interpretations", "Warranties", "Closings", "Agreements", "Adjustments", "Severability", "Cooperation", "Records", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Note shall be governed by the laws of the State of New York (excluding New York conflicts of laws rules).", "references": ["Binding Effects", "Consents", "No Waivers", "Intellectual Property", "Authority", "Effective Dates", "Integration", "Forfeitures", "Insurances", "Records", "Anti-Corruption Laws", "Adjustments", "Cooperation", "Assigns", "Brokers", "Costs", "Vacations", "Publicity", "Specific Performance", "Notices", "Liens", "Duties", "Employment", "Use Of Proceeds", "Modifications", "Non-Disparagement", "Positions", "Expenses", "Construction", "Arbitration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Participant acknowledges that damages resulting from the breach of the provisions of this Agreement may be difficult to calculate. In the event of a breach or threatened breach by the Participant of this Agreement, the Company shall be entitled to apply to any court of competent jurisdiction for any injunction against such breach, actual or threatened. Notwithstanding the foregoing, the Company shall at all times retain its right to recover from the Participant, or any other person or entity that may be held liable, its damages resulting from such breach.", "references": ["Intellectual Property", "Modifications", "Transactions With Affiliates", "Headings", "Severability", "Survival", "Defined Terms", "Base Salary", "Specific Performance", "Assigns", "Amendments", "Payments", "Jurisdictions", "Sales", "Erisa", "Books", "Releases", "Brokers", "Withholdings", "Indemnifications", "No Conflicts", "Expenses", "Forfeitures", "Anti-Corruption Laws", "Disclosures", "Construction", "Death", "Tax Withholdings", "Waivers", "No Waivers", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.\u00a0 Delivery of an executed counterpart\u2019s signature page of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.", "references": ["Venues", "Positions", "Litigations", "Entire Agreements", "No Conflicts", "Financial Statements", "Further Assurances", "Assigns", "Duties", "Notices", "Books", "Qualifications", "Publicity", "Intellectual Property", "Agreements", "Base Salary", "Insurances", "Successors", "Integration", "Tax Withholdings", "Existence", "General", "Confidentiality", "Applicable Laws", "Fees", "Authority", "Subsidiaries", "Non-Disparagement", "Anti-Corruption Laws", "Compliance With Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Executive acknowledges that a violation by Executive of any of the covenants contained in Section 5, 6, 7, 8 or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company may be entitled (without the necessity of showing economic loss or other actual damage and without the requirement to post bond) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Section 5, 6, 7, 8 or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company\u2019s rights shall be unrestricted, and notwithstanding the fact that any such provision may be determined not to be subject to specific performance, the Company will nevertheless be entitled to seek to recover monetary damages as a result of Executive\u2019s breach of such provision.", "references": ["Costs", "Integration", "Definitions", "Erisa", "Payments", "No Waivers", "Notices", "Approvals", "Consents", "Terms", "Death", "Sanctions", "Use Of Proceeds", "Cooperation", "Qualifications", "Forfeitures", "Titles", "Jurisdictions", "Consent To Jurisdiction", "Participations", "Assigns", "Headings", "Entire Agreements", "Effective Dates", "Disability", "Liens", "Employment", "Transactions With Affiliates", "Effectiveness", "Interpretations", "Remedies"], "gold": ["Remedies"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.", "references": ["Change In Control", "Forfeitures", "Withholdings", "Enforceability", "Counterparts", "Titles", "Vacations", "Authority", "Existence", "Interpretations", "Consent To Jurisdiction", "Effectiveness", "No Conflicts", "Anti-Corruption Laws", "Participations", "Books", "Employment", "Liens", "Disclosures", "Powers", "Capitalization", "Transactions With Affiliates", "Notices", "Closings", "Binding Effects", "Effective Dates", "Arbitration", "Consents", "Approvals", "Integration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If the Debtor fails to pay promptly when due to any person or entity monies which the Debtor is required to pay by reason of any provision in this Pledge Agreement, Pledgee may, but need not, pay the same and charge the Debtor\u2019s account therefor, and the Debtor shall promptly reimburse Pledgee therefor. Any payments made by Pledgee shall not constitute: (a) an agreement by Pledgee to make similar payments in the future, or (b) a waiver by Pledgee of any default under this Pledge Agreement. Pledgee need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.", "references": ["Specific Performance", "Participations", "Waivers", "Applicable Laws", "Jurisdictions", "Subsidiaries", "Binding Effects", "Liens", "Books", "Solvency", "Withholdings", "Survival", "Duties", "No Defaults", "Non-Disparagement", "Disability", "Titles", "Transactions With Affiliates", "Successors", "Enforcements", "Anti-Corruption Laws", "Brokers", "Severability", "No Waivers", "Adjustments", "Interests", "Publicity", "General", "Agreements", "Further Assurances", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the Certificate shall have been cancelled in the manner required by the Act.", "references": ["Use Of Proceeds", "Costs", "Financial Statements", "Erisa", "Authority", "Effectiveness", "Positions", "Existence", "Further Assurances", "Governing Laws", "Interests", "Subsidiaries", "Change In Control", "Cooperation", "General", "Vacations", "Representations", "Assignments", "Headings", "Agreements", "Indemnity", "Intellectual Property", "Participations", "Base Salary", "Venues", "Organizations", "Solvency", "Transactions With Affiliates", "Expenses", "Qualifications", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons referred to in Section \u00a06 , and in each case their respective successors, and no other person will have any right or obligation hereunder. The term \u201csuccessors\u201d shall not include any purchaser of the Shares as such from the Agent merely by reason of such purchase.", "references": ["Existence", "Payments", "Anti-Corruption Laws", "Survival", "Expenses", "Waiver Of Jury Trials", "Modifications", "Financial Statements", "Erisa", "Insurances", "Severability", "Subsidiaries", "Solvency", "Sanctions", "Assigns", "Liens", "Duties", "Jurisdictions", "Base Salary", "Tax Withholdings", "Death", "Consent To Jurisdiction", "Vesting", "Participations", "Employment", "Waivers", "Enforcements", "Books", "Definitions", "Submission To Jurisdiction", "Successors"], "gold": ["Successors"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, (a)\u00a0have been duly authorized by all necessary corporate or other organizational action and (b)\u00a0do not and will not (i)\u00a0contravene the terms of any of such Person\u2019s Organization Documents, (ii)\u00a0conflict with or result in any breach or contravention of, or require any payment to be made under (A)\u00a0any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B)\u00a0any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, (iii)\u00a0result in the creation of any Lien (other than under the Loan Documents and Liens subject to an Acceptable Intercreditor Agreement) or (iv)\u00a0violate any material Law; except (in the case of clauses (b)(ii) \u00a0and (b)(iv) ), to the extent that such conflict, breach, contravention, payment or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Amendments", "Modifications", "Closings", "Titles", "Forfeitures", "Enforcements", "Positions", "Successors", "Jurisdictions", "Books", "Compliance With Laws", "Miscellaneous", "Change In Control", "Organizations", "Waiver Of Jury Trials", "Counterparts", "Use Of Proceeds", "Arbitration", "Submission To Jurisdiction", "Defined Terms", "Consent To Jurisdiction", "Expenses", "Solvency", "Powers", "Benefits", "Construction", "Notices", "Survival", "Costs", "Entire Agreements", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Subject to the terms and conditions and within the limitations of the Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised, and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided such action is permissible under Section 422 of the Code and the Nevada Securities Rules. Notwithstanding the provisions of this Section 5(k), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee\u2019s detriment or impair any rights or obligations under any Option theretofore granted under the Plan.", "references": ["Consents", "Enforceability", "Assigns", "Confidentiality", "Withholdings", "Tax Withholdings", "Transactions With Affiliates", "Anti-Corruption Laws", "Survival", "Erisa", "Construction", "Forfeitures", "No Waivers", "Intellectual Property", "Non-Disparagement", "Terms", "Records", "Indemnifications", "Employment", "Cooperation", "Sanctions", "Governing Laws", "Venues", "Successors", "Defined Terms", "Closings", "Adjustments", "Waivers", "Approvals", "Binding Effects", "Modifications"], "gold": ["Modifications"]}
+{"input": "This Award Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.\u00a0\u00a0Notwithstanding the foregoing, the Deferral Election shall be irrevocable and the dates specified for distribution of vested Award Shares may not be modified after the date hereof except as otherwise permitted under Section 409A of the Code.", "references": ["Assignments", "Liens", "Binding Effects", "Agreements", "Definitions", "Existence", "Books", "Tax Withholdings", "Effectiveness", "Disclosures", "Death", "Vesting", "Arbitration", "General", "Disability", "Solvency", "Adjustments", "Withholdings", "Anti-Corruption Laws", "Survival", "Waiver Of Jury Trials", "Terms", "Governing Laws", "Consents", "Qualifications", "Headings", "Jurisdictions", "Enforcements", "Waivers", "Applicable Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "No failure by any Lender or by the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.", "references": ["Powers", "Adjustments", "Sales", "Entire Agreements", "Waiver Of Jury Trials", "Disability", "Participations", "Definitions", "Capitalization", "Closings", "Indemnity", "Financial Statements", "Terminations", "Transactions With Affiliates", "Construction", "Forfeitures", "Jurisdictions", "Modifications", "Insurances", "No Waivers", "Representations", "Brokers", "No Defaults", "Confidentiality", "Tax Withholdings", "Intellectual Property", "Approvals", "Duties", "Use Of Proceeds", "Costs", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "During and after Executive\u2019s employment, Executive shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while Executive was employed by the Company; provided that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive\u2019s cooperation in connection with such claims or actions shall include, without limitation, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after Executive\u2019s employment, Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with compensation on an hourly basis calculated at his final base compensation rate for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph\u00a018, including, without limitation, reasonable attorneys\u2019 fees and costs.", "references": ["Publicity", "Forfeitures", "Non-Disparagement", "Adjustments", "Existence", "Intellectual Property", "Indemnifications", "Integration", "Binding Effects", "Fees", "Taxes", "Qualifications", "Employment", "Powers", "Organizations", "Enforcements", "Erisa", "Compliance With Laws", "Vacations", "Terms", "Releases", "Expenses", "Authorizations", "Terminations", "Brokers", "Change In Control", "Survival", "Agreements", "Vesting", "Subsidiaries", "Litigations"], "gold": ["Litigations"]}
+{"input": "At the Closing, Issuer will have an adequate number of authorized Membership Units (as defined in the Amended and Restated Limited Liability Company Agreement, dated as of January 31, 2018 (the \u201c LLC Agreement \u201d) to effect the issuance of the Issuer Units in accordance with this Agreement. The Issuer Units will have been duly issued and fully paid and will be non-assessable when issued and delivered against payment therefor as provided in this Agreement, free and clear of all liens, security interests, claims, restrictions and encumbrances of any kind (collectively, \u201c Liens \u201d), other than under applicable securities Laws. The authorized, issued and outstanding Membership Units of Issuer, after giving effect to issuance of Issuer Units to the Subscriber hereunder, are as set forth in Schedule 2 to the LLC Agreement. Other than as set forth on Schedule 2 to the LLC Agreement, there are no other Membership Units outstanding, and there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Issuer to issue, transfer, sell, purchase, redeem or otherwise acquire, any Membership Units, except as required under this Agreement and the LLC Agreement.", "references": ["Vacations", "Transactions With Affiliates", "Entire Agreements", "Waivers", "Payments", "Headings", "Severability", "Terms", "Arbitration", "Approvals", "Agreements", "Counterparts", "General", "Positions", "Confidentiality", "Erisa", "Vesting", "Solvency", "Forfeitures", "Disability", "Closings", "Consents", "Financial Statements", "Warranties", "Insurances", "Effective Dates", "Indemnity", "Brokers", "Sanctions", "Cooperation", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "In the event of a merger or Change in Control, the Option will be treated as the Administrator determines, including, without limitation that the Option be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.", "references": ["Remedies", "Liens", "Existence", "Solvency", "Venues", "Interpretations", "Use Of Proceeds", "Consents", "Participations", "Interests", "Insurances", "Publicity", "Warranties", "Vacations", "Costs", "Sanctions", "Brokers", "Enforceability", "Releases", "Duties", "Consent To Jurisdiction", "Powers", "Benefits", "Assigns", "Financial Statements", "General", "Forfeitures", "Employment", "Governing Laws", "Modifications", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Agreement contains the entire agreement between the Parties, and supersedes any and all prior and contemporaneous oral and written agreements.", "references": ["Participations", "Waiver Of Jury Trials", "Withholdings", "Specific Performance", "Use Of Proceeds", "Powers", "Warranties", "Organizations", "Qualifications", "Death", "Interpretations", "No Waivers", "Consent To Jurisdiction", "Subsidiaries", "Assignments", "Enforceability", "Litigations", "Defined Terms", "Sales", "Liens", "Existence", "Survival", "Remedies", "Financial Statements", "Interests", "Headings", "No Defaults", "Payments", "Employment", "Taxes", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section \u00a05.05 hereof.", "references": ["Defined Terms", "Terminations", "Assignments", "Qualifications", "Employment", "Consents", "No Waivers", "Expenses", "Representations", "Miscellaneous", "Binding Effects", "Sales", "Counterparts", "Financial Statements", "Confidentiality", "Waivers", "Erisa", "Fees", "Arbitration", "Books", "Agreements", "Integration", "Indemnity", "Liens", "Vesting", "Governing Laws", "Tax Withholdings", "Positions", "Taxes", "Interpretations", "Insurances"], "gold": ["Insurances"]}
+{"input": "If any provision contained or referred to in this Agreement will be determined to be legally invalid or unenforceable, such provision will be ineffective to the extent of such invalidity or unenforceability without affecting the remaining provisions of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.", "references": ["Titles", "Financial Statements", "Liens", "Survival", "General", "Erisa", "Construction", "Solvency", "Fees", "Effective Dates", "Specific Performance", "Notices", "Interests", "Payments", "Effectiveness", "Organizations", "Authority", "Subsidiaries", "Applicable Laws", "Employment", "Terminations", "Brokers", "Adjustments", "Indemnifications", "Remedies", "Intellectual Property", "Base Salary", "Costs", "Warranties", "Consents", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed in\u00a0any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Payments", "Closings", "Remedies", "Construction", "Binding Effects", "Vesting", "Transactions With Affiliates", "Insurances", "Records", "Consent To Jurisdiction", "Anti-Corruption Laws", "Duties", "Terms", "Books", "Benefits", "Financial Statements", "Cooperation", "Litigations", "Taxes", "Sales", "Interpretations", "Assigns", "Jurisdictions", "Erisa", "Use Of Proceeds", "Waivers", "Entire Agreements", "Representations", "Organizations", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Executive\u2019s or the Company\u2019s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. Any provision of this Agreement may be waived by the parties hereto; provided that any waiver by any person of any provision of this Agreement shall be effective only if in writing and signed by each party and such waiver must specifically refer to this Agreement and to the terms or provisions being modified or waived.", "references": ["Base Salary", "Disability", "Notices", "Costs", "Disclosures", "Miscellaneous", "Employment", "Enforceability", "Liens", "Participations", "Jurisdictions", "Remedies", "Further Assurances", "Positions", "Anti-Corruption Laws", "Taxes", "Titles", "Records", "Construction", "Duties", "Enforcements", "Successors", "Consents", "Transactions With Affiliates", "Death", "Warranties", "Adjustments", "Survival", "Expenses", "Venues", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87 Codification Topic 715 ) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which, if it were to become due, would cause a Material Adverse Effect.", "references": ["Intellectual Property", "Records", "Vesting", "Powers", "Further Assurances", "Authorizations", "Payments", "Expenses", "Arbitration", "Litigations", "Sales", "Waivers", "Enforceability", "Base Salary", "Terms", "Compliance With Laws", "No Defaults", "Remedies", "Taxes", "Representations", "Releases", "Publicity", "Change In Control", "Books", "No Conflicts", "Indemnifications", "Enforcements", "Successors", "Jurisdictions", "Existence", "Erisa"], "gold": ["Erisa"]}
+{"input": "Invoices shall be paid within 15 days of shipping. Polymation reserves the right to withhold production and shipping of any orders if outstanding account balances exceed $20,000.00.", "references": ["Binding Effects", "Participations", "General", "Withholdings", "Venues", "Representations", "Amendments", "Intellectual Property", "Powers", "Qualifications", "Headings", "Vacations", "Subsidiaries", "Enforcements", "Erisa", "Integration", "Base Salary", "Anti-Corruption Laws", "Authorizations", "Jurisdictions", "Waiver Of Jury Trials", "Closings", "Benefits", "Vesting", "Consent To Jurisdiction", "Consents", "Enforceability", "Assigns", "Severability", "Expenses", "Payments"], "gold": ["Payments"]}
+{"input": "THIS SECOND AMENDMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.", "references": ["Definitions", "Sales", "Anti-Corruption Laws", "Titles", "Headings", "Benefits", "Solvency", "Indemnity", "Publicity", "General", "Effective Dates", "Disability", "Enforceability", "Tax Withholdings", "Change In Control", "Governing Laws", "Costs", "Qualifications", "Binding Effects", "Non-Disparagement", "Further Assurances", "Transactions With Affiliates", "Specific Performance", "Authority", "No Waivers", "Notices", "Compliance With Laws", "Assigns", "Positions", "Approvals", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(a)\u00a0\u00a0Maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations and cause the Collateral Agent to be listed as loss payee on property and casualty policies and as an additional insured on liability policies; provided that (%5) workers\u2019 compensation insurance or similar coverage may be effected with respect to its operations in any particular state or other jurisdiction through an insurance fund operated by such state or jurisdiction and (%5) such insurance may contain self-insurance retention and deductible levels consistent with normal industry practice.", "references": ["Indemnifications", "Vesting", "Intellectual Property", "Headings", "Effective Dates", "Payments", "Titles", "Definitions", "Specific Performance", "Withholdings", "Amendments", "Liens", "Waivers", "No Conflicts", "Applicable Laws", "Powers", "Confidentiality", "Consent To Jurisdiction", "Duties", "Brokers", "Severability", "Interpretations", "Governing Laws", "Indemnity", "Adjustments", "Change In Control", "Tax Withholdings", "Vacations", "Defined Terms", "Binding Effects", "Insurances"], "gold": ["Insurances"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.", "references": ["Further Assurances", "Binding Effects", "Existence", "Death", "Employment", "Approvals", "Releases", "Anti-Corruption Laws", "Change In Control", "Submission To Jurisdiction", "No Defaults", "Capitalization", "Terminations", "Payments", "Consents", "Sanctions", "Agreements", "Forfeitures", "Notices", "Positions", "Organizations", "Benefits", "Non-Disparagement", "Construction", "Severability", "Compliance With Laws", "Books", "General", "Entire Agreements", "Sales", "Participations"], "gold": ["Participations"]}
+{"input": "This Plan shall be submitted to the stockholders of the Company for approval at the Company\u2019s 2015 annual meeting of stockholders and, if so approved, the Plan shall become effective as of the date on which the Plan was approved by the Company\u2019s stockholders. Once effective, this Plan shall supersede and replace the Prior Plan; provided , that the Prior Plan shall remain in effect with respect to all outstanding awards granted under the Prior Plan until such awards have been exercised, forfeited, cancelled, expired, or otherwise terminated in accordance with the terms of such awards. This Plan shall terminate as of the first annual meeting of the Company\u2019s stockholders to occur on or after the tenth anniversary of its effective date, unless terminated earlier by the Board; provided , however , that no Incentive Stock Options shall be granted after the tenth anniversary of the date on which the Plan was approved by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan.", "references": ["Liens", "Sanctions", "No Defaults", "Defined Terms", "Modifications", "Positions", "Brokers", "Venues", "Authority", "Fees", "Subsidiaries", "Counterparts", "Arbitration", "Entire Agreements", "Indemnifications", "No Waivers", "Titles", "Transactions With Affiliates", "Powers", "Enforcements", "Compliance With Laws", "Expenses", "Sales", "Solvency", "Cooperation", "Successors", "Adjustments", "No Conflicts", "Assigns", "Qualifications", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The term of this Agreement shall commence on the Effective Date and shall end on May 31, 2021, unless terminated earlier pursuant to the provisions of Section 6 or extended in accordance with Section 6(e)(v) (as applicable, the \u201c Term \u201d).", "references": ["Titles", "Powers", "Liens", "Expenses", "Costs", "Disclosures", "Interpretations", "Successors", "Anti-Corruption Laws", "Warranties", "Entire Agreements", "Books", "Solvency", "Intellectual Property", "Submission To Jurisdiction", "Records", "Litigations", "Taxes", "Benefits", "No Defaults", "Survival", "Vesting", "Defined Terms", "Publicity", "Definitions", "Terminations", "Employment", "Waiver Of Jury Trials", "Death", "Counterparts", "Terms"], "gold": ["Terms"]}
+{"input": "Set forth on Schedule 6.6(b) , as of the Second Amendment Effective Date, is a list of all Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Credit Party as of the Second Amendment Effective Date. Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does any Credit Party know of any such claim, and the use of any Intellectual Property by any Credit Party or any of its Subsidiaries or the granting of a right or a license in respect of any Intellectual Property from any Credit Party or any of its Subsidiaries does not infringe on the rights of any Person. As of the Second Amendment Effective Date, none of the Intellectual Property owned by any of the Credit Parties or any of their Subsidiaries is subject to any licensing agreement or similar arrangement (other than non-exclusive outbound licenses entered into in the ordinary course of business) except as set forth on Schedule 6.6(b) .", "references": ["Base Salary", "Indemnity", "Effective Dates", "Amendments", "Powers", "Insurances", "Terms", "Integration", "General", "Litigations", "Publicity", "Fees", "Liens", "Expenses", "Death", "Notices", "Terminations", "Withholdings", "Books", "Employment", "Cooperation", "Remedies", "Authority", "Payments", "Enforcements", "Capitalization", "Forfeitures", "Transactions With Affiliates", "Costs", "Organizations", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The capitalization of the Company is as set forth in the in Schedule 3.1(g). Other than as set forth in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. Except as a result of the purchase and sale of the Share or described in this Agreement or the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Existence", "Severability", "Notices", "Agreements", "Assigns", "Indemnity", "Specific Performance", "Consents", "Publicity", "Expenses", "Governing Laws", "Enforceability", "Withholdings", "Warranties", "Sales", "Integration", "Forfeitures", "Taxes", "General", "Vacations", "Cooperation", "Adjustments", "Venues", "Powers", "Defined Terms", "Costs", "Liens", "Organizations", "Interpretations", "No Waivers", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "For all services to be rendered by Executive pursuant to this Agreement, the Company agrees to pay Executive during the Employment Period a base salary (the \u201c Base Salary \u201d) at a minimum annual rate of (i) $200,000 during the Employment Period. The Base Salary shall be paid in periodic installments in accordance with the Company\u2019s regular payroll practices. The parties shall meet at least annually to discuss increases in Base Salary.", "references": ["Participations", "Costs", "Notices", "Brokers", "Qualifications", "No Conflicts", "Financial Statements", "Titles", "Agreements", "General", "Tax Withholdings", "Authorizations", "Disability", "Definitions", "Vesting", "Warranties", "Solvency", "No Defaults", "Use Of Proceeds", "Insurances", "Indemnity", "Change In Control", "Consents", "Cooperation", "Erisa", "Jurisdictions", "Capitalization", "Consent To Jurisdiction", "Effectiveness", "Submission To Jurisdiction", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware (without reference to its choice of Law rules).", "references": ["Effectiveness", "Adjustments", "Publicity", "Financial Statements", "Remedies", "Further Assurances", "Confidentiality", "Assigns", "Benefits", "Compliance With Laws", "Waiver Of Jury Trials", "Participations", "Consent To Jurisdiction", "Books", "Taxes", "Miscellaneous", "Successors", "Representations", "Sanctions", "Qualifications", "Base Salary", "Duties", "Existence", "Costs", "Anti-Corruption Laws", "Counterparts", "Forfeitures", "Indemnity", "Authorizations", "Transactions With Affiliates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All payments to you hereunder shall be subject to such tax withholding obligations as may be required by law. This letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (\u201cSection 409A\u201d) or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A.", "references": ["Warranties", "Taxes", "Liens", "Successors", "Governing Laws", "Headings", "Payments", "Brokers", "Capitalization", "Titles", "Waiver Of Jury Trials", "Disability", "Intellectual Property", "Definitions", "Agreements", "Vacations", "Authority", "Participations", "Interests", "Subsidiaries", "Effective Dates", "Fees", "Entire Agreements", "Vesting", "Applicable Laws", "Base Salary", "Miscellaneous", "Further Assurances", "Interpretations", "Sales", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Without limiting any pre-existing confidentiality obligations of Investor, Investor agrees that it will not, until the Closing, without the Company\u2019s and Pubco\u2019s prior written consent, disclose to any other person or entity the nature, extent or fact that Investor is entering this Agreement or the terms and conditions hereof, or any information Investor may receive in connection with this Agreement (in each case to the extent the Company or Pubco or their respective Representatives have communicated the confidentiality thereof) other than (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case Investor agrees, to the extent not prohibited by applicable law, to inform the Company and Pubco promptly thereof prior to such disclosure and cooperate with any efforts by the Company or Pubco to prevent or limit such disclosure), (b) to the extent that such information is or becomes publicly available other than by reason of disclosure by Investor or its Representatives in violation of this Agreement, or (c) to Investor\u2019s Representatives who need to know such information and who are informed of the confidential nature of such information and are obligated to keep such information confidential. Investor will cause its Representatives to comply with the confidentiality provisions of this Agreement as fully as if they were a party hereto and will be responsible for a breach of the confidentiality provisions of this Agreement by any such Representatives. In addition, Investor shall not, for a period of six (6) months from the date hereof, make any public disclosure of the nature, extent or fact that Investor is entering this Agreement or the terms and conditions hereof, without the prior written consent of the Company and Pubco.", "references": ["Amendments", "Use Of Proceeds", "Venues", "Terms", "Titles", "Duties", "Fees", "Cooperation", "Counterparts", "Qualifications", "Warranties", "Severability", "Adjustments", "Closings", "Publicity", "Vacations", "Modifications", "Existence", "Notices", "Insurances", "Construction", "Forfeitures", "Compliance With Laws", "Expenses", "Tax Withholdings", "Base Salary", "Representations", "Books", "Successors", "Submission To Jurisdiction", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Notwithstanding any other provision of the Notice or these Terms and Conditions to the contrary, if you die before the Fourth Vesting Date and before you have otherwise terminated your continuous employment or engagement with the Company Group, then all remaining Forfeiture Restrictions then applicable to the RSUs shall immediately lapse on, and payment in respect of vested RSUs shall be made as soon as practicable (but no later than 60 days) following the date of your death.", "references": ["Subsidiaries", "Organizations", "Binding Effects", "Indemnity", "Sales", "Waiver Of Jury Trials", "Compliance With Laws", "Enforcements", "Enforceability", "Costs", "Employment", "Remedies", "Severability", "Anti-Corruption Laws", "Amendments", "Authorizations", "Specific Performance", "Miscellaneous", "Integration", "Withholdings", "Assigns", "Vacations", "Duties", "Defined Terms", "Fees", "Successors", "Taxes", "Further Assurances", "Participations", "Payments", "Death"], "gold": ["Death"]}
+{"input": "From and after the date this Agreement was first provided to Employee, Employee shall not take any action or make any statements to past, present or potential clients of Company, professionals, regulatory agencies or others that might be injurious to the reputation or goodwill of Company or which in any manner may interfere with the business affairs or business relations of Company.", "references": ["Integration", "Confidentiality", "Interpretations", "Binding Effects", "Sales", "Anti-Corruption Laws", "Change In Control", "Brokers", "Entire Agreements", "Litigations", "Duties", "Disclosures", "Specific Performance", "Use Of Proceeds", "No Waivers", "Solvency", "Costs", "Severability", "Notices", "Waivers", "Modifications", "Applicable Laws", "Authority", "Existence", "Erisa", "Transactions With Affiliates", "Interests", "Assigns", "Subsidiaries", "Titles", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Except as provided in this Section \u00a014.2 , all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective if given by telecopy, upon the receipt thereof, if given by mail, three (3)\u00a0Business Days after the time such communication is deposited in the mail with first class postage prepaid or if given by any other means, when received at the address specified in this Section \u00a014.2 . Seller hereby authorizes Agent and the Purchasers to effect Purchases and Rate Tranche Period and Discount Rate selections based on telephonic notices made by any Person whom Agent or applicable Purchaser in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to Agent and each applicable Purchaser a written confirmation of each telephonic notice signed by an authorized officer of Seller; provided , however , the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by Agent and/or the applicable Purchaser, the records of Agent and/or the applicable Purchaser shall govern absent manifest error.", "references": ["Representations", "Waivers", "Remedies", "Solvency", "Indemnity", "Further Assurances", "Approvals", "Jurisdictions", "Authority", "Subsidiaries", "Brokers", "General", "Compliance With Laws", "Releases", "Definitions", "Intellectual Property", "Erisa", "Counterparts", "Cooperation", "Submission To Jurisdiction", "Enforceability", "Consents", "Liens", "Taxes", "Interests", "Waiver Of Jury Trials", "Warranties", "Indemnifications", "Assigns", "Arbitration", "Notices"], "gold": ["Notices"]}
+{"input": "The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the Registration Statement, the Prospectus and the Prospectus Supplement and which the failure to so have would have a Material Adverse Effect (collectively, the \u201c Intellectual Property Rights \u201d). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two years from the date of this Agreement.\u00a0 Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the Prospectus and the Prospectus Supplement, a written notice that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect.\u00a0 To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.\u00a0 The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Warranties", "General", "Authorizations", "Waiver Of Jury Trials", "Confidentiality", "Litigations", "Death", "Terminations", "Successors", "Effective Dates", "Anti-Corruption Laws", "Payments", "Benefits", "Titles", "Authority", "Effectiveness", "Counterparts", "Existence", "No Defaults", "Transactions With Affiliates", "Venues", "No Waivers", "Closings", "Disability", "Use Of Proceeds", "Integration", "Releases", "Solvency", "Publicity", "Capitalization", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "If the employment of the Employee is terminated due to death prior to the Maturity Date, upon such termination, the beneficiary designated by the Employee (or if the Employee has not designated a beneficiary, to the representative of the Employee\u2019s estate) shall receive, within 60 days following the date of the Employee\u2019s death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code, a cash payment computed as provided in Sections 9(c)(i) and (ii) with respect to the Units that were not converted into shares of Stock and distributed to the Employee pursuant to Sections 9(a) and (b)(i) calculated as of the date the Change in Control is determined to have occurred.", "references": ["Disability", "Releases", "Amendments", "Specific Performance", "Jurisdictions", "Titles", "Non-Disparagement", "Participations", "Costs", "Use Of Proceeds", "Base Salary", "Applicable Laws", "Submission To Jurisdiction", "Forfeitures", "Consent To Jurisdiction", "Brokers", "Fees", "Expenses", "Construction", "Notices", "Warranties", "Sanctions", "Capitalization", "Withholdings", "Miscellaneous", "Indemnity", "Anti-Corruption Laws", "Authority", "Enforceability", "Insurances", "Death"], "gold": ["Death"]}
+{"input": "This Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by Section 4.2 of the Plan.", "references": ["Financial Statements", "Erisa", "Subsidiaries", "Adjustments", "No Waivers", "Representations", "Entire Agreements", "Waivers", "Organizations", "Anti-Corruption Laws", "Arbitration", "Applicable Laws", "Fees", "Consent To Jurisdiction", "Terminations", "Enforceability", "Authorizations", "Consents", "Counterparts", "Disclosures", "Agreements", "Cooperation", "Submission To Jurisdiction", "Solvency", "Binding Effects", "Costs", "Assigns", "Headings", "Sanctions", "Successors", "Amendments"], "gold": ["Amendments"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \" Action \") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.\u00a0 Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.\u00a0 There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.\u00a0 The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Anti-Corruption Laws", "Remedies", "Sales", "Titles", "Assignments", "Participations", "Construction", "Insurances", "Severability", "Positions", "Employment", "Vacations", "Waivers", "Brokers", "Withholdings", "Agreements", "Enforcements", "Successors", "Intellectual Property", "Non-Disparagement", "Interests", "Further Assurances", "Specific Performance", "Binding Effects", "General", "Records", "Erisa", "Integration", "Waiver Of Jury Trials", "Survival", "Litigations"], "gold": ["Litigations"]}
+{"input": "You acknowledge that this award and any payment made hereunder is subject to Invacare\u2019s Executive Compensation Adjustment and Recapture Policy. In addition, you acknowledge that the Plan will be administered in compliance with Section\u00a010D of the Securities Exchange Act of 1934, as amended, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which Invacare\u2019s shares may be traded, and any policy of Invacare adopted pursuant to such law, rules, or regulations. This agreement may be amended to further such purpose without your consent.", "references": ["Waiver Of Jury Trials", "Closings", "Remedies", "Counterparts", "Consent To Jurisdiction", "Integration", "Miscellaneous", "Existence", "Solvency", "Disability", "Indemnity", "Waivers", "Survival", "Effectiveness", "Erisa", "General", "Publicity", "Vesting", "Liens", "Insurances", "Cooperation", "Venues", "Death", "Successors", "Enforceability", "Use Of Proceeds", "Employment", "Jurisdictions", "Construction", "Anti-Corruption Laws", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "A recipient of a Performance Award is not entitled to any rights of a holder of the Class A Units (e.g. voting rights), prior to the receipt of such Class A Units pursuant to the Plan. No dividends, dividend equivalents or other similar payments shall be payable in respect of an outstanding Performance Award. The Committee or the Board may withhold, in accordance with Section 14(f) hereof, any amounts necessary to collect any withholding taxes upon any taxable event relating to Performance Awards.", "references": ["Non-Disparagement", "Binding Effects", "Releases", "Agreements", "Successors", "Indemnity", "Death", "Venues", "Miscellaneous", "Approvals", "No Waivers", "Positions", "Adjustments", "Vesting", "Integration", "Modifications", "Base Salary", "Submission To Jurisdiction", "Definitions", "Anti-Corruption Laws", "Books", "Forfeitures", "Vacations", "Brokers", "Authorizations", "Effectiveness", "Specific Performance", "Assignments", "Transactions With Affiliates", "Interests", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof and elsewhere herein.", "references": ["Erisa", "Approvals", "Adjustments", "No Conflicts", "Effective Dates", "Organizations", "Base Salary", "Qualifications", "Employment", "Assigns", "Change In Control", "Closings", "Costs", "No Defaults", "Submission To Jurisdiction", "Entire Agreements", "Successors", "Interpretations", "Headings", "Taxes", "Cooperation", "Books", "Transactions With Affiliates", "Insurances", "Anti-Corruption Laws", "Interests", "Construction", "Disability", "Survival", "Modifications", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Borrower will use commercially reasonable efforts to ensure that no Term Loan or other funds used to repay any Obligation (i) constitute the property of, or are beneficially owned, directly or indirectly, by any Sanctioned Person; or (ii) are derived from any transactions or business with any Sanctioned Person or Sanctioned Country. The Borrower shall take reasonable measures designed to ensure compliance with Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws. No Credit Party shall become a Sanctioned Person.", "references": ["Transactions With Affiliates", "Brokers", "Survival", "Liens", "Intellectual Property", "Arbitration", "Withholdings", "Submission To Jurisdiction", "General", "Fees", "Governing Laws", "Assigns", "Enforceability", "Employment", "Closings", "Counterparts", "No Defaults", "Consents", "Organizations", "Indemnifications", "Records", "Solvency", "Indemnity", "Waiver Of Jury Trials", "Base Salary", "Authorizations", "Positions", "Venues", "Representations", "Disclosures", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "The parties have carefully reviewed the provisions of this Agreement and agree that they are fair and equitable. However, in light of the possibility of differing interpretations of law and changes of circumstances, the parties agree that in the event that any section, paragraph or term of this Agreement shall be determined to be invalid or unenforceable by any competent authority or tribunal for any reason, the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect.", "references": ["Counterparts", "Vesting", "Erisa", "Amendments", "Books", "No Waivers", "Subsidiaries", "Miscellaneous", "General", "Taxes", "Titles", "No Conflicts", "Confidentiality", "Employment", "Warranties", "Representations", "Jurisdictions", "Consent To Jurisdiction", "Consents", "Terminations", "Indemnity", "Positions", "Participations", "Binding Effects", "Tax Withholdings", "Organizations", "Change In Control", "Successors", "Insurances", "Non-Disparagement", "Severability"], "gold": ["Severability"]}
+{"input": "The Transaction Agreements and any document related to the Transaction Agreements may be executed by the Parties on any number of separate counterparts, by facsimile or email, and all of those counterparts taken together will be deemed to constitute one and the same instrument, and signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. A facsimile or portable document format (\u201c.pdf\u201d) signature page will constitute an original for the purposes of this Section 9.14.", "references": ["No Conflicts", "Further Assurances", "Effective Dates", "Terminations", "Indemnifications", "Miscellaneous", "Entire Agreements", "Costs", "Qualifications", "Publicity", "Applicable Laws", "Tax Withholdings", "Confidentiality", "Indemnity", "Severability", "Modifications", "Death", "Authority", "Fees", "Waivers", "Payments", "Base Salary", "Effectiveness", "Warranties", "Disability", "Forfeitures", "Use Of Proceeds", "Integration", "Insurances", "Jurisdictions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.", "references": ["Terms", "Modifications", "Authorizations", "Survival", "Death", "Authority", "Litigations", "Transactions With Affiliates", "Taxes", "Sales", "Entire Agreements", "Employment", "Solvency", "Governing Laws", "Effectiveness", "Interests", "Warranties", "Applicable Laws", "Miscellaneous", "Representations", "Submission To Jurisdiction", "Successors", "Duties", "Costs", "Integration", "Enforceability", "Waivers", "General", "Liens", "Existence", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as specifically modified hereby, all of the terms and provisions of the Purchase Agreement shall remain in full force and effect, without modification or limitation. This Amendment shall be governed by all of the provisions of the Purchase Agreement, unless the context otherwise requires, including, without limitation, all provisions concerning construction, interpretation, enforcement and governing law. For purposes of the Purchase Agreement the term \u201cAgreement\u201d shall be deemed to mean the Purchase Agreement, as amended by this Amendment.", "references": ["Enforcements", "Cooperation", "Confidentiality", "Costs", "Releases", "Integration", "Positions", "Anti-Corruption Laws", "Payments", "Adjustments", "Litigations", "Expenses", "Governing Laws", "Venues", "Enforceability", "Interests", "Consents", "Effectiveness", "Authorizations", "Warranties", "Approvals", "Waiver Of Jury Trials", "Representations", "Notices", "Sales", "Brokers", "Existence", "Disability", "Insurances", "Entire Agreements", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "By accepting the Stock Award, the Awardee acknowledges his or her agreement to comply with applicable Brazilian laws and to report and pay any and all applicable taxes associated with the Stock Award, the receipt of any dividends and the sale of Shares acquired under the Plan.", "references": ["Existence", "Enforcements", "Terms", "Vacations", "Construction", "Specific Performance", "Headings", "Cooperation", "Employment", "Withholdings", "Warranties", "Disability", "Binding Effects", "Powers", "Transactions With Affiliates", "Modifications", "Publicity", "Brokers", "Indemnity", "Titles", "Qualifications", "Jurisdictions", "Base Salary", "Approvals", "Financial Statements", "Records", "Authorizations", "Vesting", "Survival", "Disclosures", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each Guaranteed Creditor agrees (by its acceptance of the benefits of this Guaranty) that this Guaranty may be enforced only by the action of the Administrative Agent, acting upon the instructions of the Required Lenders and that no other Guaranteed Creditor shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent, for the benefit of the Guaranteed Creditors upon the terms of this Guaranty.\u00a0\u00a0Each Guaranteed Creditor further agrees (by its acceptance of the benefits of this Guaranty) that this Guaranty may not be enforced against any director, officer, employee, partner, member or stockholder of any Guarantor (except to the extent such partner, member or stockholder is also a Guarantor hereunder).", "references": ["Consents", "Confidentiality", "Base Salary", "Releases", "Records", "Binding Effects", "Qualifications", "Titles", "Insurances", "Closings", "Jurisdictions", "Interpretations", "Warranties", "Books", "Terminations", "Approvals", "Further Assurances", "Applicable Laws", "Disclosures", "Compliance With Laws", "Tax Withholdings", "Sales", "No Conflicts", "Arbitration", "Transactions With Affiliates", "Definitions", "No Waivers", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Solvency", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "(a)\u00a0The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New\u00a0York sitting in New\u00a0York County, and of the United States District Court of the Southern District of New\u00a0York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New\u00a0York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.", "references": ["Books", "Arbitration", "Insurances", "Financial Statements", "Counterparts", "Releases", "Miscellaneous", "Qualifications", "Representations", "Waiver Of Jury Trials", "Taxes", "Approvals", "Entire Agreements", "Payments", "Waivers", "Change In Control", "Brokers", "Compliance With Laws", "Base Salary", "Closings", "Assigns", "Records", "Disability", "No Defaults", "Enforcements", "Severability", "Expenses", "Liens", "Authority", "Existence", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof or thereof shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision.", "references": ["Employment", "Expenses", "Erisa", "Non-Disparagement", "Litigations", "Authorizations", "Applicable Laws", "Defined Terms", "Adjustments", "Indemnity", "Submission To Jurisdiction", "Effectiveness", "Definitions", "Anti-Corruption Laws", "Withholdings", "Titles", "Tax Withholdings", "Closings", "Financial Statements", "Counterparts", "Participations", "Survival", "Entire Agreements", "Sales", "Base Salary", "Insurances", "Brokers", "Consent To Jurisdiction", "Governing Laws", "Assigns", "Severability"], "gold": ["Severability"]}
+{"input": "BAFC has filed or caused to be filed all federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of BAFC).\u00a0 No tax Lien (other than any Permitted Lien) has been filed, and, to the knowledge of BAFC, no claim is being asserted, with respect to any such tax, fee or other charge.\u00a0 BAFC has no ERISA plan liability and is not subject to the requirements of ERISA.", "references": ["Capitalization", "Effective Dates", "Fees", "Compliance With Laws", "Venues", "Counterparts", "Disclosures", "No Defaults", "Modifications", "Participations", "Transactions With Affiliates", "Existence", "Disability", "Agreements", "Use Of Proceeds", "Powers", "Base Salary", "Defined Terms", "Enforceability", "Waiver Of Jury Trials", "Effectiveness", "Submission To Jurisdiction", "Tax Withholdings", "Arbitration", "Forfeitures", "Anti-Corruption Laws", "Books", "Vesting", "Applicable Laws", "Entire Agreements", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.\u00a0 The loss payable clauses or provisions in such insurance policy or policies insuring any of the Mortgaged Properties shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as \u201cadditional insureds\u201d and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.", "references": ["Base Salary", "Arbitration", "Releases", "Liens", "Counterparts", "Benefits", "Titles", "Intellectual Property", "Authority", "Positions", "Tax Withholdings", "Binding Effects", "Survival", "Publicity", "Terminations", "Confidentiality", "No Conflicts", "Warranties", "Enforceability", "Subsidiaries", "Submission To Jurisdiction", "Costs", "Miscellaneous", "Venues", "Organizations", "Sales", "Use Of Proceeds", "Capitalization", "Closings", "Cooperation", "Insurances"], "gold": ["Insurances"]}
+{"input": "As of the Closing Date, the Borrowers have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 9.1.11 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by an Obligor in the amounts specified on Part (a) of Schedule 9.1.11 free and clear of all Liens other than Permitted Liens.\u00a0\u00a0Except as disclosed on Schedule 9.1.11 , in the 5 years preceding the Closing Date, no Obligor nor any Restricted Subsidiary has acquired any substantial assets from any other Person nor has been the surviving entity in a merger or combination.\u00a0\u00a0As of the Closing Date, the Borrowers have no equity investments in any other corporation, entity or business venture other than those specifically disclosed in Part\u00a0(b) of Schedule 9.1.11 .\u00a0\u00a0 Schedule 9.1.11 , as of the Closing Date, identifies each Subsidiary by its state of organization, and its organizational identification number, and each Subsidiary on such schedule is a Wholly-Owned Subsidiary unless noted otherwise therein.", "references": ["Organizations", "No Waivers", "Remedies", "Erisa", "Waivers", "Notices", "Waiver Of Jury Trials", "Change In Control", "Miscellaneous", "Expenses", "Employment", "Sales", "Terms", "Costs", "Effectiveness", "Approvals", "Enforceability", "Qualifications", "Payments", "Assignments", "Taxes", "Submission To Jurisdiction", "Non-Disparagement", "Closings", "Representations", "Books", "Venues", "Headings", "Confidentiality", "Use Of Proceeds", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Company agrees to pay on demand all reasonable and documented costs and expenses of the Agent incurred in connection with the preparation, execution, delivery, modification and amendment of this Agreement, and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of one counsel for the Agent (and appropriate local counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Company further agrees to pay on demand all costs and expenses of the Agent, each Issuing Bank, each Swing Line Lender and each other Lender Party (including, without limitation, reasonable and documented fees and expenses of counsel), incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents, the Letters of Credit, the documents delivered in connection with the Swing Line Advances and the other documents to be delivered hereunder and thereunder.", "references": ["Amendments", "Headings", "Confidentiality", "Duties", "Modifications", "Waiver Of Jury Trials", "Authorizations", "Venues", "Vesting", "Arbitration", "Closings", "Specific Performance", "Forfeitures", "Withholdings", "Positions", "Indemnifications", "Capitalization", "Costs", "Interpretations", "Use Of Proceeds", "Benefits", "Remedies", "Death", "Further Assurances", "Transactions With Affiliates", "Change In Control", "Severability", "Notices", "No Defaults", "Employment", "Expenses"], "gold": ["Expenses"]}
+{"input": "Executive shall be paid an annual salary in the amount of $285,000 (less applicable withholdings), to be retroactively effective as of March 1, 2018, which shall be payable in accordance with the then-current payroll schedule of the Company (the \u201c Base Salary \u201d). The Executive\u2019s salary will be reviewed periodically and may be increased from time to time by the Company at its discretion.", "references": ["Publicity", "Benefits", "Litigations", "Interpretations", "Defined Terms", "Interests", "Construction", "Powers", "Waiver Of Jury Trials", "Terminations", "Positions", "Tax Withholdings", "Intellectual Property", "Warranties", "Consent To Jurisdiction", "No Waivers", "Organizations", "Authority", "Insurances", "Counterparts", "Confidentiality", "Waivers", "No Conflicts", "Cooperation", "Binding Effects", "Approvals", "Miscellaneous", "Venues", "Terms", "Applicable Laws", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Company will use the proceeds from the sale of the Securities for general corporate purposes.", "references": ["Confidentiality", "Duties", "Assignments", "Publicity", "Submission To Jurisdiction", "No Waivers", "Sales", "Venues", "Death", "Interpretations", "Remedies", "Litigations", "Waiver Of Jury Trials", "No Defaults", "Subsidiaries", "Arbitration", "Brokers", "Interests", "Benefits", "Releases", "Consents", "Change In Control", "Titles", "Disability", "Costs", "Counterparts", "Powers", "General", "Consent To Jurisdiction", "Entire Agreements", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of, but in any event no less than three (3) Business Days prior to, the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph\u00a0(c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.\u00a0 If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit.\u00a0 A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i)\u00a0 the aggregate LC Exposure shall not exceed $30,000,000, (ii) the aggregate Standby LC Exposure shall not exceed $30,000,000, (iii) no Lender\u2019s Revolving Exposure shall exceed its Commitment and (iv)\u00a0the Aggregate Revolving Exposure shall not exceed the Line Cap.\u00a0 Notwithstanding anything herein to the contrary, prior to requesting the issuance of a Letter of Credit, the Administrative Agent shall have received such letter of credit applications or master agreement as may be required by the Issuing Bank (and reasonably acceptable to Administrative Agent), which applications and/or agreements shall be properly completed and executed.\u00a0 Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank\u2019s Issuing Bank Sublimit.\u00a0 Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that any Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith.\u00a0 Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).", "references": ["Governing Laws", "Authority", "Venues", "Financial Statements", "Enforceability", "Employment", "Consents", "Litigations", "Waivers", "Defined Terms", "No Defaults", "Interpretations", "Benefits", "Enforcements", "Positions", "Duties", "Publicity", "Binding Effects", "Representations", "Capitalization", "General", "Disability", "Death", "Anti-Corruption Laws", "Confidentiality", "Notices", "Applicable Laws", "Approvals", "Assigns", "Closings", "Amendments"], "gold": ["Amendments"]}
+{"input": "During the Term, Executive shall be entitled to 20 days paid vacation per year, to be earned ratably throughout the year starting on the Commencement Date.\u00a0 Vacation days may be carried from one year to the next in accordance with the Company vacation policy, provided that the Executive shall not be entitled to carry forward into the following year a balance of more than 10 vacation days.", "references": ["Forfeitures", "Closings", "Records", "Publicity", "Non-Disparagement", "Submission To Jurisdiction", "Indemnity", "Disability", "Assignments", "Adjustments", "Consents", "Financial Statements", "General", "Employment", "Agreements", "Qualifications", "Applicable Laws", "Vesting", "Binding Effects", "Authorizations", "Further Assurances", "Sales", "No Conflicts", "Fees", "Headings", "Waivers", "Miscellaneous", "Consent To Jurisdiction", "Entire Agreements", "Modifications", "Vacations"], "gold": ["Vacations"]}
+{"input": "The obligations of Guarantor under this Completion Guaranty are independent of Developer\u2019s obligations under the Agreement, and a separate action or actions may be brought and prosecuted against or by the Guarantor to enforce this Completion Guaranty, irrespective of whether any action is brought against or by Developer or whether Developer is joined in any such action or actions. Any one or more successive and/or concurrent actions may be brought hereon against Guarantor either in the same action, if any, brought against Developer or in separate actions, as often as SCA, in its sole discretion, may deem advisable.", "references": ["Publicity", "No Conflicts", "Modifications", "Closings", "Titles", "Indemnity", "Releases", "Payments", "Anti-Corruption Laws", "Records", "Interests", "Approvals", "Submission To Jurisdiction", "Powers", "Taxes", "Jurisdictions", "Authorizations", "Warranties", "Benefits", "Existence", "Use Of Proceeds", "Further Assurances", "Indemnifications", "Enforceability", "Construction", "Sanctions", "Terms", "Cooperation", "Effective Dates", "Authority", "Remedies"], "gold": ["Remedies"]}
+{"input": "The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of such Purchaser, and this Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles.", "references": ["Vacations", "Powers", "Titles", "Cooperation", "Disclosures", "Payments", "Specific Performance", "Terminations", "Notices", "Applicable Laws", "Consent To Jurisdiction", "Representations", "Intellectual Property", "Solvency", "Arbitration", "Existence", "Disability", "Use Of Proceeds", "Enforcements", "Costs", "Vesting", "Books", "Releases", "Modifications", "Liens", "Governing Laws", "Warranties", "Sales", "Fees", "Death", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Except as provided in Sections 3(b) and 3(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2021 (the \u201cDate of Issuance\u201d). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company\u2019s Adjusted ROTCE and Growth of Shareholder Value, each as defined on Appendix\u00a0A , relative to the peer group defined on Appendix B , over a three-year performance period beginning on January 1, 2018 and ending on December 31, 2020 (the \u201cPerformance Period\u201d) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A . The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as provided on Appendix A . The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12(b) below.", "references": ["Non-Disparagement", "Releases", "Change In Control", "Capitalization", "Consent To Jurisdiction", "Costs", "Confidentiality", "Integration", "Litigations", "Tax Withholdings", "Use Of Proceeds", "Subsidiaries", "Disability", "Enforcements", "Records", "Entire Agreements", "Financial Statements", "Authorizations", "Disclosures", "Notices", "Publicity", "Assignments", "Approvals", "Brokers", "Warranties", "Qualifications", "Employment", "Effective Dates", "Definitions", "Forfeitures", "Vesting"], "gold": ["Vesting"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock and/or Common Stock Equivalents not set forth on Schedule 3.1(g) . No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities or as described on Schedule 3.1(g) , there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of securities of the Company to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock and other securities of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except for the Company\u2019s certificate of incorporation, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Employment", "Authorizations", "Releases", "Governing Laws", "Consents", "Counterparts", "Indemnifications", "Disclosures", "Consent To Jurisdiction", "Survival", "Notices", "No Conflicts", "No Defaults", "Intellectual Property", "Compliance With Laws", "Assignments", "Litigations", "Books", "Withholdings", "Death", "Brokers", "Further Assurances", "Erisa", "Taxes", "Adjustments", "Publicity", "Severability", "Payments", "Cooperation", "Integration", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "No waiver of any party hereto of a breach of any provision of this Agreement by any other party shall operate or be construed as a waiver of any subsequent breach by such other party. The failure of any party hereto to take any action by reason of such breach shall not deprive such party of the right to take action at any time while such breach continues.", "references": ["Vacations", "Successors", "Counterparts", "Capitalization", "Severability", "Duties", "Indemnity", "Sales", "Binding Effects", "Terms", "Adjustments", "Compliance With Laws", "Representations", "Integration", "Intellectual Property", "Solvency", "No Defaults", "No Conflicts", "Powers", "Use Of Proceeds", "Governing Laws", "Existence", "Submission To Jurisdiction", "Interpretations", "Non-Disparagement", "Consents", "Forfeitures", "Disability", "Expenses", "Entire Agreements", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Amendment may be amended, modified or supplemented only by a writing signed by the Required Lenders (as defined in the Amended Credit Agreement), the Administrative Agent and the Borrowers; provided that any amendment or modification that would require the consent of all Lenders or all affected Lenders if made under the Amended Credit Agreement shall require the consent of all Lenders (as defined in the Amended Credit Agreement) or all affected Lenders (as defined in the Amended Credit Agreement), as applicable.", "references": ["Modifications", "Transactions With Affiliates", "Representations", "Agreements", "Closings", "Warranties", "Submission To Jurisdiction", "Fees", "Death", "Books", "Authorizations", "Headings", "Erisa", "Consents", "Terminations", "Survival", "No Defaults", "Duties", "Indemnifications", "Specific Performance", "Solvency", "Assigns", "General", "Liens", "Entire Agreements", "Taxes", "Binding Effects", "Participations", "Integration", "Venues", "Amendments"], "gold": ["Amendments"]}
+{"input": "To accept such Transfer Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than twenty (20)\u00a0days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within twenty (20)\u00a0days after the date of such written notice shall be deemed to constitute a rejection of the Transfer Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to such holder\u2019s Ratable Portion of the Net Proceeds Amount in respect of such Debt Prepayment Transfer) shall be due and payable on the Transfer Prepayment Date. Such offered prepayment shall be made at 100% of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date determined as of the date of such prepayment, but without any Make-Whole Amount or penalty or premium of any kind. The prepayment shall be made on the Transfer Prepayment Date.", "references": ["Anti-Corruption Laws", "Further Assurances", "Use Of Proceeds", "Change In Control", "Brokers", "Authority", "Duties", "Death", "Successors", "Interpretations", "No Conflicts", "Subsidiaries", "Specific Performance", "General", "Sales", "Positions", "Erisa", "Records", "Publicity", "Non-Disparagement", "Titles", "Tax Withholdings", "Amendments", "Notices", "Binding Effects", "Submission To Jurisdiction", "Employment", "Litigations", "Waivers", "Entire Agreements", "Payments"], "gold": ["Payments"]}
+{"input": "The term of this Agreement (the \u201c Term \u201d) commences on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue until the date of expiration of the last Royalty Term for the last Royalty Product.\u00a0\u00a0Following the expiration of this Agreement in its entirety, the license grants in Section 3.3.1(b) shall become fully-paid, royalty-free and irrevocable.", "references": ["Construction", "Sanctions", "No Defaults", "Counterparts", "Costs", "Defined Terms", "Payments", "Fees", "Venues", "Cooperation", "Indemnifications", "Capitalization", "Adjustments", "Tax Withholdings", "Specific Performance", "Assignments", "Submission To Jurisdiction", "Vesting", "Brokers", "Amendments", "Publicity", "Survival", "Positions", "Jurisdictions", "Books", "Disability", "No Conflicts", "Financial Statements", "Integration", "Entire Agreements", "Terms"], "gold": ["Terms"]}
+{"input": "The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant\u2019s participation in the Plan and legally applicable to the Participant (\u201c Tax-Related Items \u201d) is and remains the Participant\u2019s responsibility and may exceed the amount actually withheld by the Company. The Participant shall pay to the Company or make arrangements satisfactory to the Company for payment of any Tax-Related Items required by law to be withheld on account of the receipt of this Award.", "references": ["Compliance With Laws", "Forfeitures", "Enforceability", "Venues", "Further Assurances", "Waiver Of Jury Trials", "Miscellaneous", "Transactions With Affiliates", "Applicable Laws", "General", "Death", "Consent To Jurisdiction", "No Waivers", "Participations", "Adjustments", "Change In Control", "Vesting", "Fees", "Tax Withholdings", "Intellectual Property", "Employment", "Jurisdictions", "Successors", "Duties", "Survival", "Binding Effects", "Severability", "Sales", "Disclosures", "Insurances", "Taxes"], "gold": ["Taxes"]}
+{"input": "Neither the Agent nor any Lender may disclose to any Person any confidential, proprietary or non-public information of Holdings or the Borrowers furnished to the Agent or the Lenders by Holdings or the Borrowers (such information being referred to collectively herein as the \u201c Borrower Information \u201d), except that each of the Agent and each of the Lenders may disclose Borrower Information (i)\u00a0to its and its Affiliates \u2019 \u2019 employees, officers, directors, agents and advisors to whom disclosure is required to enable the Agent or such Lender to perform its obligations under this Agreement and the other Loan Documents or in connection with the administration or monitoring of this Agreement and the other Loan Documents by the Agent or such Lender (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower Information and instructed to keep such Borrower Information confidential on substantially the same terms as provided herein), (ii)\u00a0to the extent requested by any regulatory authority, (iii)\u00a0to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv)\u00a0to any other party to this Agreement and the other Loan Documents, (v)\u00a0in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement and the other Loan Documents or the enforcement of rights hereunder or thereunder, (vi)\u00a0subject to an agreement containing provisions substantially the same as those of this Section\u00a09.08, to any assignee or participant, or any prospective assignee or participant, (vii)\u00a0to the extent such Borrower Information (A)\u00a0is or becomes generally available to the public on a non-confidential basis other than as a result of a breach of this Section\u00a09.08 by the Agent or such Lender, as the case may be, or (B)\u00a0is or becomes available to the Agent or such Lender on a non-confidential basis from a source other than Holdings, the Borrowers or any of their Subsidiaries and (viii)\u00a0with the consent of the Borrowers.", "references": ["Miscellaneous", "Terminations", "Disclosures", "Qualifications", "Taxes", "Indemnity", "Fees", "Effectiveness", "Organizations", "Change In Control", "Venues", "Powers", "Forfeitures", "Cooperation", "Modifications", "Interpretations", "Binding Effects", "Employment", "Costs", "Insurances", "Publicity", "Duties", "Existence", "Records", "Participations", "Severability", "Terms", "Integration", "No Defaults", "Waiver Of Jury Trials", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Each of the Parent and the Restricted Subsidiaries on the date this representation is made or deemed to be made (a) to the extent applicable, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has the requisite power and authority to conduct its business in each jurisdiction as it is presently being conducted, and (c) to the extent applicable, is duly qualified or licensed to conduct business and is in good standing in each such jurisdiction.\u00a0\u00a0As of the Third Amendment Effective Date, there are no jurisdictions in which the Parent\u2019s or any Restricted Subsidiary\u2019s failure to be qualified or be in good standing, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.\u00a0\u00a0As of the Third Amendment Effective Date, no proceeding to dissolve any Obligor is pending or, to the Parent\u2019s knowledge, threatened.", "references": ["Subsidiaries", "Venues", "Further Assurances", "Definitions", "Sales", "Confidentiality", "Qualifications", "Existence", "Authority", "Erisa", "Authorizations", "Arbitration", "Disability", "Waiver Of Jury Trials", "Counterparts", "Forfeitures", "Powers", "Notices", "Non-Disparagement", "Fees", "Entire Agreements", "Severability", "Financial Statements", "Warranties", "Change In Control", "Litigations", "Compliance With Laws", "Intellectual Property", "Closings", "Withholdings", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard exclusively in federal or state court sitting in the New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County and the United States District Court for the Southern District of New York for the adjudication of any civil action asserted pursuant to this paragraph.", "references": ["Insurances", "Vesting", "Enforceability", "Tax Withholdings", "Positions", "Participations", "Construction", "Death", "Existence", "Capitalization", "Terminations", "No Conflicts", "Assigns", "Jurisdictions", "No Waivers", "Effectiveness", "Employment", "Representations", "Solvency", "Specific Performance", "Expenses", "Publicity", "Miscellaneous", "Headings", "Notices", "Enforcements", "Duties", "Approvals", "Interpretations", "Litigations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, together with the correlating Notice and the Plan, contain the entire agreement between you and the Company with respect to the Stock Units awarded hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the acceptance of the Notice correlating to these Terms with respect to the Stock Units awarded hereunder shall be void and ineffective for all purposes.", "references": ["Arbitration", "Waiver Of Jury Trials", "Participations", "Waivers", "Payments", "Jurisdictions", "Insurances", "Amendments", "Capitalization", "Anti-Corruption Laws", "Consents", "Submission To Jurisdiction", "Change In Control", "Withholdings", "Erisa", "Indemnity", "Solvency", "Brokers", "Taxes", "Books", "Warranties", "Remedies", "Vacations", "Interpretations", "Authority", "Intellectual Property", "Disclosures", "Venues", "Non-Disparagement", "Use Of Proceeds", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel, the Vice President of Human Resources, or any other administrative agent designated by the Committee. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.", "references": ["Modifications", "Withholdings", "Approvals", "Enforceability", "Insurances", "Defined Terms", "Anti-Corruption Laws", "Representations", "Participations", "Definitions", "Sales", "Disability", "Change In Control", "Powers", "Survival", "Liens", "Litigations", "Effective Dates", "Consents", "Vesting", "Employment", "Use Of Proceeds", "Authorizations", "Books", "Vacations", "Waivers", "Terms", "Applicable Laws", "Confidentiality", "Forfeitures", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall commence on the Effective Date and continue in full force until December 31, 2022 (the \u201cInitial Term\u201d) unless terminated earlier by mutual agreement of the Parties in writing or as otherwise provided in this Agreement. Following the Initial Term, Aerie may, at its option, renew the Agreement for up to two additional one (1) year periods by giving Cayman written notice of such election not less than sixty (60) days prior to the expiration of the Initial Term or the first renewal term, as applicable (each, a \u201cRenewal Term\u201d and, together with the Initial Term, the \u201cTerm\u201d).", "references": ["Vacations", "Remedies", "Further Assurances", "Authorizations", "Notices", "Use Of Proceeds", "Binding Effects", "General", "Organizations", "Benefits", "Waiver Of Jury Trials", "Cooperation", "Forfeitures", "Capitalization", "Solvency", "Entire Agreements", "Arbitration", "Employment", "Survival", "Sanctions", "Assigns", "Approvals", "Severability", "Costs", "Litigations", "Intellectual Property", "Subsidiaries", "Agreements", "Modifications", "Indemnity", "Terms"], "gold": ["Terms"]}
+{"input": "Neither the Borrower nor any of its Subsidiaries is in violation of any Requirements of Law of any Governmental Authority, if the effect of such violation could reasonably be expected to have a Material Adverse Effect and, to the best of the Borrower\u2019s knowledge, no such violation has been alleged and each of the Borrower and its Subsidiaries (i)\u00a0has filed in a timely manner all reports, documents and other materials required to be filed by it with any Governmental Authority, if such failure to so file could reasonably be expected to have a Material Adverse Effect; and the information contained in each of such filings is true, correct and complete in all material respects and (ii)\u00a0has retained all records and documents required to be retained by it pursuant to any Law, ordinance, rule, regulation, order, policy, guideline or other requirement of any Governmental Authority, if the failure to so retain such records and documents could reasonably be expected to have a Material Adverse Effect.", "references": ["Notices", "Amendments", "No Defaults", "Agreements", "Fees", "Benefits", "Counterparts", "Publicity", "Confidentiality", "Waiver Of Jury Trials", "Warranties", "Subsidiaries", "Cooperation", "Vesting", "Qualifications", "Miscellaneous", "Venues", "Powers", "Effectiveness", "Positions", "Non-Disparagement", "Records", "Expenses", "Forfeitures", "Submission To Jurisdiction", "Authorizations", "Brokers", "Consents", "Death", "Existence", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Neither the execution and delivery of the Loan Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof will (i)\u00a0violate or conflict with any provision of its formation and governance documents, (ii)\u00a0violate any Legal Requirement, regulation (including Regulation U, Regulation X or Regulation T), order, writ, judgment, injunction, decree or permit applicable to it where, except in the case of Regulation U, Regulation X or Regulation T, such violation is not reasonably be expected to result in a Material Adverse Effect, (iii)\u00a0violate or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, contract or other Material Agreement to which Guarantor, any of its direct or indirect subsidiaries or any Borrower is a party or may be bound except where such violation or conflict is not reasonably be expected to result in a Material Adverse Effect, or (iv)\u00a0result in or require the creation of any Lien or other charge or encumbrance upon or with respect to the Collateral in favor of any Person other than Lender. No reciprocal easement agreement or similar agreement to which any of the Properties are subject requires Borrower to obtain the consent of any party thereto in connection with the making of the Loan or the recording of the Mortgages.", "references": ["Compliance With Laws", "Litigations", "Capitalization", "Confidentiality", "Existence", "Employment", "Terms", "Specific Performance", "Payments", "Sanctions", "Representations", "General", "Consent To Jurisdiction", "No Defaults", "Participations", "Assigns", "Books", "Titles", "Authorizations", "Financial Statements", "Intellectual Property", "Sales", "Severability", "Definitions", "Brokers", "Solvency", "Entire Agreements", "Effectiveness", "Benefits", "Costs", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Each provision and agreement herein will be treated as separate and independent from any other provision or agreement herein and will be enforceable notwithstanding the unenforceability of any such other provision or agreement.", "references": ["Further Assurances", "Existence", "Notices", "Authority", "Assigns", "Entire Agreements", "Participations", "Compliance With Laws", "Applicable Laws", "Fees", "Modifications", "Miscellaneous", "Powers", "Interests", "Sanctions", "Representations", "Liens", "Death", "Erisa", "General", "Insurances", "Integration", "No Conflicts", "Employment", "Brokers", "Titles", "Subsidiaries", "Intellectual Property", "Capitalization", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (\u201cTax-Related Items\u201d) which it is from time to time required to withhold. Notwithstanding the foregoing, regardless of any action taken by the Company, the ultimate liability for all Tax-Related Items is and remains Executive\u2019s responsibility and may exceed the amount actually withheld by the Company, if any.", "references": ["Defined Terms", "Cooperation", "Transactions With Affiliates", "Indemnifications", "Authorizations", "Waiver Of Jury Trials", "Consents", "Terms", "Counterparts", "Definitions", "Binding Effects", "Survival", "Submission To Jurisdiction", "Further Assurances", "Powers", "Liens", "Applicable Laws", "Capitalization", "Positions", "Agreements", "Venues", "Disability", "Closings", "Entire Agreements", "Publicity", "Interpretations", "Employment", "No Waivers", "Costs", "Severability", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "No Credit Party shall enter into any transaction with any of its Affiliates, officers, directors, employees, shareholders or other insiders, except in the ordinary Course of business of the Credit Parties and upon fair and reasonable terms that are no less favorable to the Credit Parties than it would obtain in a comparable arm\u2019s length transaction with a Person not an Affiliate of the Credit Parties; provided that the Borrower\u2019s proposed acquisition of YLK Partners NV, LLC shall not be deemed to be a violation of this Section.", "references": ["Agreements", "Jurisdictions", "Waiver Of Jury Trials", "Titles", "Brokers", "Releases", "Notices", "Subsidiaries", "Change In Control", "Applicable Laws", "Financial Statements", "Submission To Jurisdiction", "Vesting", "Construction", "Amendments", "Costs", "Confidentiality", "Tax Withholdings", "Litigations", "Venues", "Assignments", "Consent To Jurisdiction", "Specific Performance", "Interpretations", "Miscellaneous", "Effectiveness", "Participations", "Capitalization", "Consents", "Assigns", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof.\u00a0\u00a0They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.", "references": ["Indemnity", "No Defaults", "Submission To Jurisdiction", "Non-Disparagement", "Severability", "Assignments", "Waivers", "Compliance With Laws", "Remedies", "Books", "Terminations", "Sales", "General", "Cooperation", "Headings", "Releases", "Records", "Erisa", "Employment", "Payments", "Authorizations", "Binding Effects", "Jurisdictions", "Insurances", "Waiver Of Jury Trials", "Change In Control", "Qualifications", "Integration", "Defined Terms", "Assigns", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER PRIORITY LIEN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.", "references": ["Erisa", "Remedies", "Arbitration", "Consents", "Governing Laws", "Interests", "Sanctions", "Litigations", "General", "Representations", "Integration", "Jurisdictions", "Adjustments", "Terms", "Warranties", "Further Assurances", "Defined Terms", "Assignments", "Closings", "No Defaults", "Construction", "Vesting", "Benefits", "Entire Agreements", "Confidentiality", "Employment", "Approvals", "Indemnity", "Positions", "Costs", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "If: (i) a C hange of Control does not occur during the Performance Period; (ii) the Executive\u2019s employment terminates for any reason prior to the effective date of a Change of Control other than as a result of a termination by the Company without Cause during the six- month period prior to the effective date of the Change of Control; or (iii) on or after the effective date of Change of Control, the Company terminates the Executive\u2019s employment for Cause, the Executive shall forfeit on the date the termination of his emp loyment becomes effective his rights to any payments of the Bonus.", "references": ["Agreements", "Insurances", "Records", "Effective Dates", "Liens", "Capitalization", "Submission To Jurisdiction", "Jurisdictions", "Withholdings", "Participations", "Remedies", "Notices", "Consents", "Construction", "Amendments", "Brokers", "Expenses", "Enforceability", "Specific Performance", "Existence", "Cooperation", "Organizations", "Books", "Definitions", "No Waivers", "Sales", "Venues", "Costs", "Closings", "Authorizations", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The Managers shall not be entitled to any compensation; provided that the Managers may be paid their reasonable, documented out-of-pocket expenses, if any, incurred in connection with performing their duties.", "references": ["Waivers", "Vesting", "Approvals", "Construction", "Non-Disparagement", "Cooperation", "Compliance With Laws", "Use Of Proceeds", "Indemnity", "Payments", "Jurisdictions", "Representations", "Transactions With Affiliates", "Remedies", "Interests", "Taxes", "Financial Statements", "Counterparts", "Existence", "Consent To Jurisdiction", "Notices", "No Defaults", "Sales", "Adjustments", "Erisa", "Costs", "Venues", "Death", "Subsidiaries", "Definitions", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.", "references": ["Litigations", "Publicity", "Authorizations", "Consents", "Remedies", "Terminations", "Erisa", "Insurances", "Severability", "Modifications", "Effectiveness", "Headings", "Interpretations", "Brokers", "Change In Control", "Amendments", "Cooperation", "Taxes", "Disclosures", "Costs", "Consent To Jurisdiction", "Agreements", "Warranties", "Specific Performance", "Assigns", "Miscellaneous", "General", "Terms", "Powers", "Waivers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Loan Party hereby confirms that (i)\u00a0all of its obligations, liabilities and indebtedness under the Loan Documents to which it is a party shall remain in full force and effect on a continuous basis regardless of the effectiveness of this Amendment and (ii)\u00a0all of the Liens and security interests created and arising under the Loan Documents to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement as amended by this Amendment and related guarantees.", "references": ["Terms", "Further Assurances", "Intellectual Property", "Disclosures", "Specific Performance", "Erisa", "Amendments", "Effective Dates", "Transactions With Affiliates", "Waivers", "Base Salary", "Successors", "Change In Control", "Payments", "Governing Laws", "General", "Severability", "Disability", "Cooperation", "Indemnifications", "Vacations", "Sales", "Interests", "Approvals", "Fees", "Agreements", "Construction", "Remedies", "Submission To Jurisdiction", "Costs", "Consents"], "gold": ["Consents"]}
+{"input": "The primary purpose of the Plan is to provide supplemental retirement benefits to Participants, including benefits accrued for such individuals under the Prior Plan as of the Effective Date. It is intended that such employees constitute a select group of management or highly paid employees, within the meaning of ERISA section 201(2), of the Group.", "references": ["Entire Agreements", "Books", "Base Salary", "Effective Dates", "Duties", "Authority", "Indemnity", "Expenses", "Tax Withholdings", "Assigns", "Representations", "Cooperation", "Titles", "Positions", "Waivers", "Interpretations", "Erisa", "Submission To Jurisdiction", "Releases", "Terminations", "Jurisdictions", "Capitalization", "Remedies", "Qualifications", "Headings", "Binding Effects", "Subsidiaries", "Indemnifications", "Records", "Agreements", "General"], "gold": ["General"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.", "references": ["Jurisdictions", "Participations", "Closings", "Sales", "Effectiveness", "Insurances", "Taxes", "Assigns", "Intellectual Property", "Specific Performance", "Construction", "Successors", "Subsidiaries", "Notices", "Waivers", "Vesting", "Terms", "Cooperation", "Definitions", "Benefits", "Applicable Laws", "Interests", "Approvals", "Releases", "Venues", "Existence", "Solvency", "Employment", "Records", "Survival", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any written notice required or permitted under this Agreement shall be deemed given when delivered personally, as appropriate, either to the Participant or to the Executive Compensation Department of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed, as appropriate, either to the Participant at his or her address set forth above or such other address as he or she may designate in writing to the Company, or to the Attention: Executive Compensation, BorgWarner Inc., at its headquarters office or such other address as the Company may designate in writing to the Participant.", "references": ["Closings", "Anti-Corruption Laws", "No Defaults", "Modifications", "Effectiveness", "Definitions", "Authority", "Further Assurances", "Payments", "Existence", "Financial Statements", "Titles", "Integration", "Remedies", "Interpretations", "Miscellaneous", "Disability", "Death", "Records", "Powers", "Brokers", "General", "Effective Dates", "Sales", "No Waivers", "Sanctions", "Entire Agreements", "Terms", "Compliance With Laws", "Use Of Proceeds", "Notices"], "gold": ["Notices"]}
+{"input": "The rights and remedies granted Lender under this Agreement are supplemental to, and not in limitation of, the rights and remedies of Lender under applicable law, and all such rights and remedies are not exclusive of one another, but rather are cumulative and may be pursued simultaneously. This Agreement is not intended to modify or amend any of the obligations of Rate Protection Party or the rights or remedies of Lender under any of the other Loan Documents.", "references": ["Liens", "Waiver Of Jury Trials", "Venues", "General", "Subsidiaries", "Use Of Proceeds", "Fees", "Successors", "Compliance With Laws", "Litigations", "Disability", "Publicity", "Amendments", "Enforceability", "Payments", "Headings", "Governing Laws", "Assigns", "Notices", "Terms", "Financial Statements", "Closings", "Forfeitures", "Interpretations", "Jurisdictions", "Transactions With Affiliates", "Anti-Corruption Laws", "Assignments", "Waivers", "Releases", "Remedies"], "gold": ["Remedies"]}
+{"input": "The headings, captions and arrangements used in this Incremental Amendment are for convenience only and shall not affect the interpretation of this Incremental Amendment.", "references": ["Existence", "Entire Agreements", "Qualifications", "Authorizations", "Insurances", "Defined Terms", "Withholdings", "Terms", "Titles", "Brokers", "Change In Control", "Consent To Jurisdiction", "Subsidiaries", "Construction", "No Conflicts", "Taxes", "Warranties", "Authority", "Assignments", "Counterparts", "Solvency", "Submission To Jurisdiction", "Publicity", "Erisa", "Vesting", "Powers", "Vacations", "Arbitration", "Expenses", "Effective Dates", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors\u2019 rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.", "references": ["Base Salary", "Terms", "Sales", "Existence", "Transactions With Affiliates", "Tax Withholdings", "Death", "Positions", "Applicable Laws", "Jurisdictions", "Fees", "Further Assurances", "Confidentiality", "Litigations", "Organizations", "General", "Closings", "Warranties", "Authority", "Disability", "Payments", "Governing Laws", "Use Of Proceeds", "Capitalization", "Counterparts", "Disclosures", "Intellectual Property", "Change In Control", "Miscellaneous", "Erisa", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Your initial base salary will be $458,000 per year ($38,167 per month) less taxes and withholding . paid in accordance with Tenneco ' s normal payroll practices. Each year, your base salary will be reviewed and, in turn, may be adjusted and approved by the Compensation, Nominating and Governance Committee of Tenneco lnc.'s Board of Directors (the \"CNG Committee\").", "references": ["Warranties", "Sales", "Waiver Of Jury Trials", "Positions", "Effective Dates", "Transactions With Affiliates", "Interests", "Notices", "Definitions", "Representations", "Liens", "Severability", "Applicable Laws", "Participations", "Jurisdictions", "Agreements", "Benefits", "Releases", "Survival", "Integration", "Death", "Authority", "Titles", "Powers", "Employment", "Construction", "Disability", "Fees", "No Waivers", "Confidentiality", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Maker shall pay to Holder the entire unpaid Principal and any and all accrued and unpaid Interest thereon on January __, 2019. This Note may be prepaid in whole or in part without penalty. Prepayments shall first be applied against accrued and unpaid Interest hereunder and shall then be applied to the Principal hereunder. Payments to Holder under this Note shall be made to Holder at the principal headquarters of Holder, or at such other place as Holder may from time to time designate to Maker in writing (including, without limitation, by automatic deposit or wire transfer to an account designated by Holder). All payments hereunder shall be made in immediately available funds of lawful money of the United States of America.", "references": ["Sanctions", "Sales", "Releases", "Defined Terms", "Enforceability", "Existence", "Brokers", "Non-Disparagement", "Consents", "Warranties", "Records", "Successors", "Counterparts", "Compliance With Laws", "Survival", "General", "Interpretations", "Tax Withholdings", "Adjustments", "Submission To Jurisdiction", "Titles", "Miscellaneous", "Disability", "Construction", "Powers", "No Waivers", "Jurisdictions", "Waivers", "Disclosures", "Arbitration", "Payments"], "gold": ["Payments"]}
+{"input": "Company agrees to indemnify, defend and hold harmless Consultant, its officers, directors, members, employees, affiliates, and agents against all losses, expenses, damages and costs, including reasonable attorneys\u2019 fees, resulting from any act, action or omission, except for acts of Consultant of willful misconduct, bad faith or gross negligence, related to this Agreement. Subject to Section 10 hereunder, Consultant agrees to indemnify, defend and hold harmless Company, its officers, directors, members, employees, affiliates and agents against all losses, expenses, damages and costs caused by Consultant\u2019s willful misconduct, bad faith or gross negligence related to this Agreement.", "references": ["Use Of Proceeds", "Effective Dates", "Qualifications", "Withholdings", "Liens", "Defined Terms", "Successors", "Books", "Compliance With Laws", "Base Salary", "General", "Taxes", "Representations", "Interpretations", "Entire Agreements", "Further Assurances", "Counterparts", "Costs", "Intellectual Property", "Subsidiaries", "Organizations", "Vacations", "Payments", "Enforcements", "Tax Withholdings", "Financial Statements", "Disability", "Titles", "No Conflicts", "Participations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement has been made in and shall be construed under and in accordance with the laws of the State of Georgia, USA, without regard to conflict of law provisions.", "references": ["Enforceability", "Survival", "Terms", "Subsidiaries", "Capitalization", "Indemnifications", "No Defaults", "Arbitration", "Sanctions", "Use Of Proceeds", "Powers", "Specific Performance", "Litigations", "Sales", "Consent To Jurisdiction", "Change In Control", "Warranties", "Brokers", "Releases", "Applicable Laws", "Venues", "Vacations", "Further Assurances", "Benefits", "Binding Effects", "Intellectual Property", "Insurances", "Approvals", "Tax Withholdings", "Interests", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be signed in any number of counterparts each of which shall be deemed to be an original and all of which together shall constitute but one and the same instrument.", "references": ["Cooperation", "Compliance With Laws", "Powers", "Vesting", "Intellectual Property", "Successors", "Organizations", "Litigations", "Governing Laws", "Agreements", "Erisa", "General", "Interpretations", "Solvency", "Representations", "Miscellaneous", "Publicity", "Forfeitures", "Survival", "Anti-Corruption Laws", "Waivers", "Waiver Of Jury Trials", "Change In Control", "Consents", "Effective Dates", "Notices", "Expenses", "Closings", "Capitalization", "Death", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement, together with the Plan, supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter in this Agreement and constitute the only agreements between the parties with respect to the subject matter in this Agreement. All prior negotiations and agreements between the parties with respect to the subject matter in this Agreement are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect. Except for the specific representations expressly made by the Company in this Agreement, the Participant specifically disclaims that the Participant is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. The parties represent that they are relying solely and only on their own judgment in entering into this Agreement.", "references": ["Transactions With Affiliates", "Publicity", "Defined Terms", "Erisa", "General", "Warranties", "Change In Control", "Compliance With Laws", "Forfeitures", "Consent To Jurisdiction", "Terminations", "Qualifications", "Integration", "Participations", "Authorizations", "Assigns", "Agreements", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Use Of Proceeds", "Effectiveness", "Governing Laws", "Tax Withholdings", "Releases", "Organizations", "Subsidiaries", "Non-Disparagement", "Counterparts", "Disclosures", "Consents", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "On the Closing Date, immediately before the Share Exchange Transaction, VIGILANT shall have authorized 500,000,000 shares of Common Stock, par value $0.0001 per share, of which 16,398,400 shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid and 50,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 4,000,000 are designated as Nonvoting Convertible Series A Preferred Stock, 540,000 of which were previously issued but were converted into common stock, which leaves none currently issued and outstanding.", "references": ["Base Salary", "Liens", "Sales", "Indemnity", "Taxes", "Costs", "Terminations", "Compliance With Laws", "Severability", "Brokers", "Fees", "Interests", "Vacations", "Adjustments", "Enforceability", "Intellectual Property", "Authorizations", "Tax Withholdings", "Representations", "Death", "No Defaults", "Closings", "Indemnifications", "Remedies", "Participations", "Further Assurances", "Assignments", "Survival", "Assigns", "Existence", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Borrower shall not enter into, or be a party to, any transaction with any Affiliate (including, without limitation, transactions involving the purchase, sale or exchange of property, the rendering of services or the sale of stock) except in the ordinary course of business pursuant to the reasonable requirements of the Borrower and upon fair and reasonable terms no less favorable to the Borrower than Borrower would obtain in a comparable arm's-length transaction with a person other than an Affiliate.", "references": ["Modifications", "Death", "Effectiveness", "Consent To Jurisdiction", "Positions", "Financial Statements", "Disclosures", "Liens", "Releases", "Anti-Corruption Laws", "Duties", "Fees", "Employment", "Disability", "Titles", "Capitalization", "Qualifications", "Cooperation", "Publicity", "Litigations", "Assigns", "Miscellaneous", "Intellectual Property", "Arbitration", "Consents", "Authorizations", "Organizations", "Remedies", "Interpretations", "Integration", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Executive agrees to serve the Company in the position of Senior Vice President, General Counsel and Corporate Secretary. Executive shall have the powers and duties commensurate with such position.", "references": ["Authority", "Waiver Of Jury Trials", "Non-Disparagement", "Payments", "Waivers", "Expenses", "Sanctions", "Death", "Applicable Laws", "Effective Dates", "Successors", "Miscellaneous", "Capitalization", "Liens", "Submission To Jurisdiction", "Use Of Proceeds", "Transactions With Affiliates", "Indemnity", "Duties", "Interests", "Disability", "Governing Laws", "No Defaults", "Fees", "Cooperation", "Change In Control", "Representations", "Definitions", "Vacations", "Construction", "Titles"], "gold": ["Titles"]}
+{"input": "Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination or expiration, and any and all damages or remedies (whether in law or in equity) arising from any breach hereunder, each of which shall survive termination or expiration of this Agreement. Such termination or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination or expiration of this Agreement. Except as otherwise expressly set forth in this Agreement, the termination provisions of this Article 11 are in addition to any other relief and remedies available to either Party under this Agreement and at Applicable Law.", "references": ["Existence", "Transactions With Affiliates", "Confidentiality", "Benefits", "Waivers", "Notices", "Successors", "Further Assurances", "Closings", "Jurisdictions", "Use Of Proceeds", "Indemnity", "Vesting", "Amendments", "Interpretations", "Publicity", "No Conflicts", "Titles", "Records", "Taxes", "No Waivers", "Tax Withholdings", "Venues", "Base Salary", "Effectiveness", "Sanctions", "Authorizations", "Waiver Of Jury Trials", "Disability", "Applicable Laws", "Remedies"], "gold": ["Remedies"]}
+{"input": "Should any provision of the Plan be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions of the Plan unless such determination shall render impossible or impracticable the functioning of the Plan, and in such case, an appropriate provision or provisions shall be adopted so that the Plan may continue to function properly.", "references": ["Remedies", "Construction", "Authority", "Cooperation", "Effectiveness", "Enforcements", "Enforceability", "Amendments", "Withholdings", "Taxes", "Waiver Of Jury Trials", "Governing Laws", "Forfeitures", "Intellectual Property", "Powers", "Erisa", "Submission To Jurisdiction", "Counterparts", "Defined Terms", "Subsidiaries", "Benefits", "No Conflicts", "Consent To Jurisdiction", "Assigns", "Terms", "Qualifications", "Non-Disparagement", "General", "Organizations", "Consents", "Severability"], "gold": ["Severability"]}
+{"input": "Borrower has obtained or has caused Mortgage Borrower to cause CPLV Tenant to obtain and Borrower has delivered to Administrative Agent certified copies of the Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made or are currently pending, outstanding or otherwise remain unsatisfied under any such Policy that would reasonably be expected to have a Material Adverse Effect, and neither Borrower nor Mortgage Borrower, nor, to Borrower\u2019s Knowledge, any other Person, has done, by act or omission, anything which would impair the coverage of any such Policy.", "references": ["Assignments", "Vesting", "Integration", "Fees", "Remedies", "Adjustments", "Entire Agreements", "Benefits", "Releases", "Brokers", "Amendments", "Effective Dates", "Participations", "Assigns", "Waiver Of Jury Trials", "Enforcements", "General", "Tax Withholdings", "Terminations", "Positions", "Jurisdictions", "Use Of Proceeds", "Successors", "Titles", "Indemnifications", "Interpretations", "Confidentiality", "Consents", "Waivers", "Approvals", "Insurances"], "gold": ["Insurances"]}
+{"input": "All covenants, agreements, representations and warranties made by the Obligors herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and thereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until Payment in Full.\u00a0 The provisions of Sections\u00a02.12 , 2.13 , 3.01 , 4.02 , 11.03 and 11.04 and Article\u00a0X shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.", "references": ["Effectiveness", "Interpretations", "Benefits", "Qualifications", "Confidentiality", "Death", "Venues", "Taxes", "Positions", "Sales", "Erisa", "Tax Withholdings", "Expenses", "Books", "Titles", "Compliance With Laws", "Terms", "Consents", "Definitions", "Non-Disparagement", "No Conflicts", "Transactions With Affiliates", "Employment", "General", "Jurisdictions", "Existence", "Solvency", "Consent To Jurisdiction", "Withholdings", "Change In Control", "Survival"], "gold": ["Survival"]}
+{"input": "Neither this Agreement nor any other Credit Document or financial statement delivered to Administrative Agent, L/C Issuers, or the Lenders by or on behalf of any Credit Party in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein, taken as a whole, not misleading.", "references": ["Financial Statements", "Definitions", "No Defaults", "Representations", "Subsidiaries", "Forfeitures", "No Conflicts", "Confidentiality", "Duties", "Fees", "Employment", "Arbitration", "Disability", "Effective Dates", "Counterparts", "Submission To Jurisdiction", "Consent To Jurisdiction", "Indemnifications", "Successors", "Interpretations", "Transactions With Affiliates", "Remedies", "Adjustments", "Compliance With Laws", "Enforcements", "Insurances", "Governing Laws", "Publicity", "Further Assurances", "Waivers", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (email) or downloaded from a website or data room (any such delivery, an \u201c Electronic Delivery \u201d) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this Agreement and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.", "references": ["Integration", "Assigns", "Successors", "Liens", "Brokers", "No Waivers", "Effective Dates", "Remedies", "Solvency", "Definitions", "Employment", "Confidentiality", "Sales", "Duties", "No Conflicts", "Governing Laws", "Consent To Jurisdiction", "Severability", "Benefits", "Enforcements", "Miscellaneous", "Taxes", "General", "Sanctions", "Erisa", "Terms", "Representations", "Tax Withholdings", "Forfeitures", "Titles", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Schedule 3.08 sets forth as of the Effective Date a list of all subsidiaries of the Borrower, the jurisdiction of their formation or organization, as the case may be, and the percentage ownership interest of such subsidiary\u2019s parent company therein, and such Schedule shall denote which subsidiaries as of the Effective Date are not Subsidiary Guarantors.", "references": ["Qualifications", "Forfeitures", "Specific Performance", "Liens", "Tax Withholdings", "Interests", "Assignments", "Headings", "Terms", "No Waivers", "Successors", "Employment", "Capitalization", "Enforcements", "No Conflicts", "Withholdings", "Applicable Laws", "Disability", "Participations", "Existence", "Counterparts", "Solvency", "Severability", "Compliance With Laws", "Vacations", "Payments", "Non-Disparagement", "Organizations", "Taxes", "Authorizations", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Company shall use the net proceeds from the sale of the Securities hereunder as set forth as set forth on Schedule 4.7 .", "references": ["Notices", "Consents", "Remedies", "Cooperation", "Modifications", "Defined Terms", "General", "Insurances", "Successors", "Disclosures", "Death", "Vacations", "Powers", "Headings", "Positions", "Representations", "Survival", "Effective Dates", "Governing Laws", "Terminations", "Authority", "Terms", "Compliance With Laws", "Indemnity", "Non-Disparagement", "Further Assurances", "Consent To Jurisdiction", "Forfeitures", "Jurisdictions", "Intellectual Property", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Each of the U.S. Borrower and its Subsidiaries has (a) filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes (including any Taxes in the capacity of a withholding agent) required to have been paid by it, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which the U.S. Borrower or such Subsidiary, as applicable, has set aside on its books reserves to the extent required by GAAP or (ii) to the extent that the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (b) made adequate provisions in accordance with GAAP for all Taxes payable by the U.S. Borrower or such Restricted Subsidiary that are not yet due and payable, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.", "references": ["Waivers", "Submission To Jurisdiction", "Further Assurances", "Qualifications", "Counterparts", "Tax Withholdings", "Change In Control", "Authorizations", "Erisa", "Indemnity", "Litigations", "Authority", "No Defaults", "Financial Statements", "Assignments", "Cooperation", "Representations", "Capitalization", "Releases", "Organizations", "Vacations", "Base Salary", "Employment", "Modifications", "No Waivers", "Subsidiaries", "Participations", "Use Of Proceeds", "Enforceability", "Indemnifications", "Taxes"], "gold": ["Taxes"]}
+{"input": "Any notice, request, consent or communication (collectively, a \u201c Notice \u201d) under this Agreement shall be effective if it is in writing and (i) personally delivered, (ii) sent by certified or registered mail, postage prepaid, return receipt requested, (iii) sent by an internationally recognized overnight delivery service, with delivery confirmed, or (iv) sent by facsimile or electronic mail, with receipt confirmed and hard copy delivered by regular mail; addressed as set forth in this Section 12.8 or to such other address as shall be furnished by either Party hereto to the other Party hereto. A Notice shall be deemed to have been given as of (i) the date when personally delivered, (ii) [***] after being deposited with the United States Postal Service, certified or registered mail, properly addressed, return receipt requested, postage prepaid, (iii) two Business Days after being delivered to said overnight delivery service properly addressed, or (iv) immediately upon receiving confirmation of receipt of the facsimile or electronic mail, as the case may be.", "references": ["Non-Disparagement", "Assignments", "Vesting", "No Defaults", "Powers", "Erisa", "Change In Control", "Miscellaneous", "Solvency", "Use Of Proceeds", "Integration", "Subsidiaries", "Litigations", "Records", "Modifications", "No Waivers", "Indemnifications", "Terms", "Qualifications", "Vacations", "Books", "Survival", "Fees", "Specific Performance", "Titles", "Cooperation", "Counterparts", "Base Salary", "Headings", "Consent To Jurisdiction", "Notices"], "gold": ["Notices"]}
+{"input": "Date \u201d:\u00a0 the earlier of (a) November 14, 2018 or any later date to which the Termination Date shall have been extended pursuant to subsection 2.8(d) hereof and (b) the date the Commitments are terminated as provided herein.", "references": ["Subsidiaries", "Publicity", "Assigns", "Modifications", "Assignments", "Authority", "Counterparts", "Positions", "Successors", "Vesting", "Compliance With Laws", "Interpretations", "Insurances", "Amendments", "Cooperation", "Brokers", "Terms", "Remedies", "Employment", "Consent To Jurisdiction", "Indemnifications", "Disclosures", "Specific Performance", "Transactions With Affiliates", "General", "Fees", "Sales", "Liens", "Enforcements", "Approvals", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Fifth Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.", "references": ["Counterparts", "Duties", "Waivers", "Effective Dates", "Employment", "Records", "Liens", "Submission To Jurisdiction", "Sales", "Approvals", "Tax Withholdings", "Agreements", "Indemnity", "Terms", "Use Of Proceeds", "Disability", "Participations", "Closings", "Vesting", "Erisa", "Consent To Jurisdiction", "Non-Disparagement", "Effectiveness", "Representations", "Adjustments", "Positions", "Death", "Existence", "Authority", "Enforceability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Schedule 6.1.2 states as of the date hereof the name of each of the Borrower's Subsidiaries , each such Subsidiary\u2019s jurisdiction of incorporation or formation, percentage of ownership, equity interest owner, and if such Subsidiary is a Significant Subsidiary, Inactive Subsidiary, Project Subsidiary and/or Regulated Subsidiary. Each of the Loan Parties own the equity interests in each of such Subsidiaries it purports to own, free and clear in each case of any Lien.", "references": ["Survival", "Construction", "Binding Effects", "Base Salary", "Employment", "Indemnifications", "Enforcements", "Representations", "Waivers", "Notices", "Organizations", "Specific Performance", "Qualifications", "No Conflicts", "Further Assurances", "Effectiveness", "Vacations", "Solvency", "Disability", "Governing Laws", "Severability", "Insurances", "Costs", "Indemnity", "Agreements", "Approvals", "Payments", "Counterparts", "Titles", "Litigations", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Amendment may be executed in counterparts. Each executed counterpart of this Amendment will constitute an original document, and all executed counterparts, together, will constitute the same agreement. Any counterpart evidencing signature by one party that is delivered by e-mail or telecopy by such party to the other party hereto shall be binding on the sending party when such e-mail or telecopy is sent.", "references": ["Assignments", "Venues", "Taxes", "Use Of Proceeds", "Effective Dates", "Arbitration", "Change In Control", "Benefits", "Records", "Non-Disparagement", "Costs", "Entire Agreements", "Severability", "Headings", "Releases", "Qualifications", "Withholdings", "Erisa", "Expenses", "Consents", "Binding Effects", "Transactions With Affiliates", "Notices", "Closings", "Existence", "Titles", "Litigations", "Representations", "Publicity", "Amendments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Loan Parties have complied with all Applicable Laws applicable to the conduct of their respective businesses or the ownership of their respective Property, except for any failure to comply that would not reasonably be expected to have a Material Adverse Effect.", "references": ["Solvency", "Payments", "Intellectual Property", "Counterparts", "Records", "Cooperation", "Existence", "Authorizations", "General", "Successors", "Severability", "Waivers", "Duties", "Use Of Proceeds", "Positions", "Titles", "Non-Disparagement", "Books", "Representations", "Transactions With Affiliates", "Adjustments", "Benefits", "Consents", "Construction", "Confidentiality", "Tax Withholdings", "No Conflicts", "Survival", "Effectiveness", "Qualifications", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurance as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.", "references": ["Warranties", "Submission To Jurisdiction", "Employment", "Jurisdictions", "Powers", "Terminations", "Subsidiaries", "Duties", "Sanctions", "Transactions With Affiliates", "Benefits", "Binding Effects", "Amendments", "Confidentiality", "Withholdings", "Successors", "Costs", "Payments", "Authorizations", "Brokers", "Forfeitures", "Non-Disparagement", "Governing Laws", "No Waivers", "Anti-Corruption Laws", "Positions", "Change In Control", "Insurances", "Authority", "Modifications", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Participation Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and trustees.", "references": ["Waivers", "Subsidiaries", "Insurances", "Disclosures", "No Defaults", "Arbitration", "Definitions", "Costs", "Change In Control", "Severability", "Counterparts", "Governing Laws", "Sanctions", "Confidentiality", "Brokers", "Anti-Corruption Laws", "Miscellaneous", "Releases", "Compliance With Laws", "Organizations", "Adjustments", "Interpretations", "Disability", "Financial Statements", "Vesting", "Powers", "Books", "Capitalization", "Successors", "Defined Terms", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement and the other Loan Documents represent the agreement of Holdings, the Borrowers, the Agent, the Collateral Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Agent, the Collateral Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.", "references": ["Participations", "Indemnifications", "Benefits", "Anti-Corruption Laws", "Titles", "Compliance With Laws", "Cooperation", "Publicity", "Agreements", "Authority", "Consents", "Death", "Definitions", "Withholdings", "Terms", "Sanctions", "Sales", "Interpretations", "Headings", "Waivers", "Vesting", "Adjustments", "Severability", "Waiver Of Jury Trials", "Miscellaneous", "Transactions With Affiliates", "Financial Statements", "Survival", "Defined Terms", "Approvals", "Integration"], "gold": ["Integration"]}
+{"input": "There is no litigation or governmental or administrative proceeding or investigation pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries affecting their properties or assets of the Company.", "references": ["Miscellaneous", "Subsidiaries", "Further Assurances", "Definitions", "Financial Statements", "Indemnity", "Releases", "Interpretations", "Base Salary", "Successors", "Death", "Jurisdictions", "Terminations", "Amendments", "Organizations", "Taxes", "Submission To Jurisdiction", "Tax Withholdings", "Capitalization", "Indemnifications", "Binding Effects", "Compliance With Laws", "Qualifications", "Consents", "Waivers", "Integration", "Governing Laws", "Liens", "Authority", "Counterparts", "Litigations"], "gold": ["Litigations"]}
+{"input": "Rights and obligations under this Agreement which by their nature should survive (such as Lane\u2019s rights to indemnification and expense advancement under the last paragraph of Paragraph 8 hereof) will remain in effect after termination of this Agreement.", "references": ["Defined Terms", "Severability", "Vacations", "Headings", "Authority", "Expenses", "Duties", "Forfeitures", "Disclosures", "Indemnifications", "Litigations", "Publicity", "Construction", "Liens", "Qualifications", "Sanctions", "Miscellaneous", "Intellectual Property", "Records", "Jurisdictions", "Costs", "Warranties", "Agreements", "Applicable Laws", "Taxes", "Positions", "Fees", "Payments", "General", "Benefits", "Survival"], "gold": ["Survival"]}
+{"input": "The Administrative Agent may sell the Pledged Collateral without giving any warranties or representations as to the Pledged Collateral. The Administrative Agent may disclaim any warranties of title or the like. The Pledgor agrees that this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Pledged Collateral.", "references": ["Qualifications", "Cooperation", "Integration", "Indemnifications", "Anti-Corruption Laws", "Jurisdictions", "Organizations", "Defined Terms", "Erisa", "Disability", "Books", "Duties", "Arbitration", "Employment", "Vacations", "Assignments", "Insurances", "Survival", "Specific Performance", "Binding Effects", "Fees", "Financial Statements", "Waivers", "Authority", "Indemnity", "Representations", "Records", "Modifications", "Forfeitures", "Sales", "Warranties"], "gold": ["Warranties"]}
+{"input": "As to the subject matter of this Agreement, this Section\u00a06 supersedes any confidential disclosure agreements between the Parties, including, without limitation, the Confidentiality Agreements and the confidentiality provisions of the MTA.\u00a0\u00a0Any confidential information of a Party under any such agreement shall be treated as Confidential Information of such Party hereunder, subject to the terms of this Section\u00a06.", "references": ["Amendments", "Effectiveness", "General", "Adjustments", "Qualifications", "No Defaults", "Assigns", "Miscellaneous", "Closings", "Benefits", "Warranties", "Costs", "Tax Withholdings", "Terms", "Interpretations", "Arbitration", "Headings", "Capitalization", "Entire Agreements", "Indemnifications", "Agreements", "Counterparts", "Definitions", "Enforcements", "Construction", "Assignments", "Further Assurances", "Brokers", "Consents", "Solvency", "Integration"], "gold": ["Integration"]}
+{"input": "Subject to the accelerated Vesting provisions of Section\u00a02.4, the designated percentages of RSUs will Vest in accordance with the schedule shown on the first page of this Agreement.", "references": ["Consent To Jurisdiction", "Books", "Specific Performance", "Miscellaneous", "Positions", "Venues", "Erisa", "Payments", "Further Assurances", "General", "Successors", "Sanctions", "Non-Disparagement", "Base Salary", "Assigns", "Waivers", "Indemnifications", "Modifications", "Powers", "Authority", "No Defaults", "Existence", "Employment", "Disclosures", "Sales", "Jurisdictions", "Costs", "Taxes", "Intellectual Property", "Binding Effects", "Vesting"], "gold": ["Vesting"]}
+{"input": "Each of the Loan Parties shall not at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens.", "references": ["Miscellaneous", "Cooperation", "Jurisdictions", "Defined Terms", "Withholdings", "Waiver Of Jury Trials", "Remedies", "Consents", "Waivers", "Brokers", "Litigations", "Agreements", "Intellectual Property", "Representations", "Enforcements", "Anti-Corruption Laws", "Modifications", "General", "Successors", "Positions", "Change In Control", "Sales", "Venues", "Organizations", "Taxes", "Authorizations", "Death", "Insurances", "Specific Performance", "Erisa", "Liens"], "gold": ["Liens"]}
+{"input": "No waiver by either Party of any default of the other Party will be held to be a waiver of any other or subsequent default.\u00a0\u00a0The election by either Party of any particular right or remedy will not be deemed to exclude any other; and all rights and remedies of either Party will be cumulative.", "references": ["Approvals", "No Waivers", "Disclosures", "Miscellaneous", "Successors", "Cooperation", "Consent To Jurisdiction", "Transactions With Affiliates", "Further Assurances", "Specific Performance", "Governing Laws", "Binding Effects", "Use Of Proceeds", "Taxes", "Entire Agreements", "Representations", "Death", "Payments", "Records", "Headings", "Indemnifications", "Withholdings", "Organizations", "Sanctions", "Consents", "Releases", "Anti-Corruption Laws", "Authorizations", "Warranties", "Employment", "Waivers"], "gold": ["Waivers"]}
+{"input": "All necessary governmental, shareholder and third party consents and approvals, if any, with respect to this Credit Agreement and the Credit Documents and the transactions contemplated herein and therein have been received and no condition or Requirement of Law exists which would reasonably be likely to restrain, prevent or impose any material adverse conditions on the transactions contemplated hereby and by the other Credit Documents.", "references": ["Titles", "Counterparts", "Authorizations", "Cooperation", "Enforcements", "Duties", "Interests", "Books", "Warranties", "Agreements", "Assigns", "Records", "Terminations", "Sales", "Tax Withholdings", "Successors", "Integration", "Interpretations", "Indemnifications", "Intellectual Property", "Costs", "Organizations", "Participations", "Adjustments", "Use Of Proceeds", "Approvals", "Specific Performance", "Notices", "Taxes", "Closings", "Consents"], "gold": ["Consents"]}
+{"input": "The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Security Agreement.", "references": ["Modifications", "Interests", "No Waivers", "Waivers", "Survival", "Assigns", "Governing Laws", "Specific Performance", "Litigations", "Indemnifications", "Jurisdictions", "Notices", "Existence", "Sales", "Waiver Of Jury Trials", "Assignments", "Authorizations", "General", "Venues", "Organizations", "Liens", "Titles", "Binding Effects", "Withholdings", "Duties", "Death", "Approvals", "Base Salary", "Applicable Laws", "Tax Withholdings", "Headings"], "gold": ["Headings"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment . The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Survival", "Qualifications", "Applicable Laws", "Waivers", "Liens", "Payments", "Confidentiality", "Costs", "Anti-Corruption Laws", "General", "Binding Effects", "Capitalization", "Modifications", "Terminations", "Forfeitures", "Assigns", "Successors", "Employment", "Change In Control", "Existence", "Warranties", "Jurisdictions", "Withholdings", "Consents", "Insurances", "Closings", "Arbitration", "Specific Performance", "Venues", "Powers", "Assignments"], "gold": ["Assignments"]}
+{"input": "The indemnification and contribution provided for under this Agreement will be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to Law or contract and will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of Registrable Securities and the termination or expiration of this Agreement.", "references": ["Qualifications", "Organizations", "Disclosures", "Costs", "Books", "Closings", "Successors", "Expenses", "Adjustments", "No Waivers", "Waiver Of Jury Trials", "Terms", "Entire Agreements", "No Conflicts", "Existence", "Subsidiaries", "Terminations", "Change In Control", "Further Assurances", "Sanctions", "Intellectual Property", "Headings", "Authorizations", "Indemnity", "Financial Statements", "Authority", "Non-Disparagement", "Cooperation", "Confidentiality", "Withholdings", "Survival"], "gold": ["Survival"]}
+{"input": "The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date (or in the case of filings detailed above, will be made timely after the Closing Date), and the Company is unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.", "references": ["Closings", "Adjustments", "Duties", "Use Of Proceeds", "Indemnity", "Effectiveness", "Confidentiality", "Existence", "Tax Withholdings", "Definitions", "Litigations", "General", "Terms", "Non-Disparagement", "Qualifications", "Consent To Jurisdiction", "Defined Terms", "Amendments", "Construction", "Submission To Jurisdiction", "Authorizations", "Effective Dates", "Transactions With Affiliates", "Miscellaneous", "Erisa", "Positions", "Indemnifications", "Liens", "Approvals", "Benefits", "Consents"], "gold": ["Consents"]}
+{"input": "The Article and/or Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.", "references": ["Applicable Laws", "Enforceability", "Participations", "Financial Statements", "Employment", "Expenses", "Brokers", "Change In Control", "Vacations", "Amendments", "No Defaults", "Vesting", "Disclosures", "Transactions With Affiliates", "Organizations", "Duties", "Payments", "General", "Interests", "Titles", "Confidentiality", "Indemnifications", "Non-Disparagement", "Assignments", "Intellectual Property", "Terminations", "Construction", "Entire Agreements", "Further Assurances", "Authority", "Headings"], "gold": ["Headings"]}
+{"input": "Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan. This Agreement and the Performance Share Units shall be subject to the Plan. The terms of the Plan, the Background provisions of this Agreement and Appendix A are hereby incorporated into this Agreement by reference and made a part hereof as if set forth in their entirety in this Section\u00a01. If there is a conflict or an inconsistency between the Plan and this Agreement, the Plan shall govern.", "references": ["Specific Performance", "Arbitration", "Powers", "Binding Effects", "Terminations", "Representations", "Compliance With Laws", "Applicable Laws", "Interests", "Insurances", "Agreements", "Taxes", "Modifications", "Withholdings", "Assigns", "No Defaults", "Benefits", "Use Of Proceeds", "Submission To Jurisdiction", "Intellectual Property", "Disability", "Integration", "Successors", "Positions", "Subsidiaries", "Severability", "Litigations", "Headings", "Payments", "Further Assurances", "Definitions"], "gold": ["Definitions"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company or any of its properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, provincial, county, local or foreign), stock market, stock exchange or trading facility (\u201c Action \u201d) that (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Company Shares or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Company Material Adverse Effect. Neither the Company, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal, state or provincial securities laws or a claim of breach of fiduciary duty.", "references": ["Organizations", "Warranties", "Sanctions", "Titles", "Successors", "Jurisdictions", "Terminations", "Vesting", "Assigns", "Non-Disparagement", "Confidentiality", "Expenses", "Interests", "Venues", "Approvals", "Effectiveness", "Counterparts", "Enforcements", "Taxes", "Participations", "Modifications", "Applicable Laws", "Consents", "No Waivers", "Financial Statements", "Insurances", "Use Of Proceeds", "Payments", "Erisa", "Indemnity", "Litigations"], "gold": ["Litigations"]}
+{"input": "In the event of Executive\u2019s breach of Sections 7(b) or 7(c), Heska shall have any and all remedies available to it in law or in equity, including without limitation the right to seek recovery of any amounts paid under Section 6 of this Agreement and injunctive relief, specific performance, or any other equitable relief to prevent a breach and to secure the enforcement of this Section. Injunctive relief may be granted immediately upon the commencement of any such action, and Heska need not post a bond to obtain temporary or permanent injunctive relief.", "references": ["Interests", "Benefits", "Specific Performance", "Vacations", "Sanctions", "Subsidiaries", "Anti-Corruption Laws", "Costs", "Transactions With Affiliates", "Assignments", "Brokers", "Employment", "Disability", "Base Salary", "Waivers", "Effective Dates", "Publicity", "Warranties", "Arbitration", "Enforceability", "Closings", "Cooperation", "Disclosures", "General", "Titles", "Indemnity", "No Conflicts", "Amendments", "Expenses", "Further Assurances", "Remedies"], "gold": ["Remedies"]}
+{"input": "Each party shall, on the reasonable request of any other party, execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits and Liabilities contemplated by this Agreement and the transactions contemplated hereby.", "references": ["Waiver Of Jury Trials", "Sales", "No Defaults", "Authorizations", "Miscellaneous", "Records", "Counterparts", "Jurisdictions", "Arbitration", "Publicity", "Non-Disparagement", "Closings", "Amendments", "Death", "Enforceability", "Existence", "Headings", "Assignments", "Submission To Jurisdiction", "Notices", "Transactions With Affiliates", "Entire Agreements", "Effective Dates", "Tax Withholdings", "Construction", "Interests", "Duties", "Integration", "Representations", "Intellectual Property", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The 2018-B Lease was fully and properly executed by the parties thereto and such 2018-B Lease represents the legal, valid and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors\u2019 rights in general or principles of equity (whether considered in a suit at law or in equity).", "references": ["Employment", "Releases", "Interpretations", "Interests", "Death", "Capitalization", "Authority", "Transactions With Affiliates", "Construction", "Enforcements", "Further Assurances", "Jurisdictions", "Base Salary", "Forfeitures", "Specific Performance", "Tax Withholdings", "Sanctions", "Defined Terms", "Consent To Jurisdiction", "Indemnity", "Terminations", "Survival", "Withholdings", "Brokers", "Organizations", "Sales", "Waiver Of Jury Trials", "Venues", "Indemnifications", "Solvency", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Seller shall promptly (and in any event not later than two (2) Business Days after obtaining actual knowledge thereof) deliver to Purchaser any notice (A) of the occurrence of any default or event of default under any Purchased Asset; or (B)\u00a0of the commencement or threat in writing of, settlement of, or judgment in, any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceeding involving any Seller Party that (1) makes a claim or claims in aggregate amount greater than the applicable Litigation Threshold or (2) which, individually or in the aggregate, if adversely determined, would reasonably be likely to have a Material Adverse Effect.", "references": ["Non-Disparagement", "Use Of Proceeds", "Authority", "Closings", "Base Salary", "Authorizations", "Terminations", "Assigns", "Forfeitures", "Enforceability", "Consents", "Enforcements", "Amendments", "Waiver Of Jury Trials", "Organizations", "General", "Approvals", "Existence", "Intellectual Property", "Confidentiality", "No Defaults", "Participations", "Waivers", "Qualifications", "Duties", "Applicable Laws", "Costs", "Consent To Jurisdiction", "Warranties", "Arbitration", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Plan shall be construed and enforced according to the laws of the State of New York, without regard to its principles of conflicts of law.", "references": ["Releases", "Adjustments", "Amendments", "Venues", "Interpretations", "Warranties", "Interests", "Further Assurances", "Survival", "Base Salary", "Successors", "Binding Effects", "Compliance With Laws", "Enforceability", "General", "Integration", "Confidentiality", "No Conflicts", "Arbitration", "Books", "Representations", "Enforcements", "Closings", "Records", "Sanctions", "Positions", "Sales", "Indemnifications", "Existence", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Such Investor hereby acknowledges that certain of the information contained in the Transaction Documents or otherwise made available to such Investor may be confidential and non-public and agrees that the portion of such information that is confidential shall be kept in confidence by such Investor and neither used by such Investor for such Investor\u2019s personal benefit (other than in connection with the terms of this Agreement) nor disclosed to any third party for any reason; provided, however, that (a) such Investor may disclose such information to its affiliates and advisors who may have a need for such information in connection with providing advice to such Investor with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). Such Investor hereby acknowledges that certain information concerning the matters that are the subject matter of this Agreement may constitute material non-public information under U.S. federal securities laws, and that U.S. federal securities laws prohibit any person who has received material non-public information relating to the Company from purchasing or selling securities of the Company, or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Company. Accordingly, until such time as any material non-public information that has been received by the Investor has been adequately disseminated to the public, such Investor agrees that such Investor will not purchase or sell any securities of the Company on any trading market or otherwise or communicate such information to any other person.", "references": ["Submission To Jurisdiction", "Entire Agreements", "Cooperation", "Powers", "Construction", "General", "Interpretations", "No Defaults", "Terms", "Costs", "Qualifications", "Defined Terms", "Authorizations", "Closings", "Enforceability", "Capitalization", "Death", "Use Of Proceeds", "Assigns", "Disability", "Publicity", "Integration", "Indemnity", "Non-Disparagement", "Existence", "Participations", "Forfeitures", "Brokers", "Modifications", "Records", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. For purposes of litigating any dispute that arises under this grant or the Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New Jersey, agree that such litigation shall be conducted in the courts of Somerset County, New Jersey, or the federal courts for the United States for the District of New Jersey, where this grant is made and/or to be performed.", "references": ["Employment", "Vacations", "General", "Fees", "Interpretations", "Brokers", "No Waivers", "Assigns", "Enforceability", "Transactions With Affiliates", "Powers", "Non-Disparagement", "Terminations", "Miscellaneous", "Costs", "Closings", "Interests", "Anti-Corruption Laws", "Representations", "Existence", "Confidentiality", "Headings", "Enforcements", "Jurisdictions", "Financial Statements", "Authorizations", "Records", "Defined Terms", "Expenses", "Governing Laws", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "In accordance with Company policy, the Company shall reimburse Employee for all reasonable business expenses properly and reasonably incurred and paid by Employee in the performance of his duties under this Agreement upon Employee\u2019s presentment of detailed receipts in the form required by the Company\u2019s policy.", "references": ["Disclosures", "No Conflicts", "Vacations", "Compliance With Laws", "Transactions With Affiliates", "Consents", "Taxes", "Amendments", "Non-Disparagement", "Authority", "Payments", "Sales", "General", "Further Assurances", "Anti-Corruption Laws", "Vesting", "Costs", "Insurances", "Venues", "Records", "Capitalization", "Participations", "Applicable Laws", "Remedies", "Binding Effects", "Interpretations", "Authorizations", "Assigns", "Effective Dates", "Withholdings", "Expenses"], "gold": ["Expenses"]}
+{"input": "Except as expressly provided otherwise in this Agreement, if you die while employed by the Corporation or any Subsidiary, your RSUs will become 100% vested and will settle as described in Section 5.", "references": ["Governing Laws", "Brokers", "Payments", "Solvency", "Organizations", "Terms", "Consents", "Base Salary", "Survival", "Taxes", "Books", "Use Of Proceeds", "Duties", "Applicable Laws", "Vacations", "Confidentiality", "Miscellaneous", "Authorizations", "Modifications", "Non-Disparagement", "No Defaults", "Capitalization", "General", "Subsidiaries", "Amendments", "Waivers", "Sales", "Powers", "Approvals", "Anti-Corruption Laws", "Death"], "gold": ["Death"]}
+{"input": "The Shareholder hereby authorizes German American and the Company to disclose the identity of the Shareholder and the nature and amounts of its commitments, arrangements and understandings under this Agreement (and to file publicly a copy of this Agreement in that connection) in any reports or other filings or communications that either German American or the Company may be required to file under any applicable law (without seeking confidential treatment of such disclosure), including without limitation the laws popularly known as Bank Holding Company Act of 1956, the Bank Merger Act, the Securities Exchange Act of 1934, and the Securities Act of 1933 (each as amended), and including, without limitation, any report filed with the Securities and Exchange Commission on Form\u00a08-K or any Schedule 13D or Schedule 13G, any Registration Statement filed by German American under the Securities Act of 1933, and any applications or notices seeking or concerning regulatory review and/or approval of the Merger and/or this Agreement that may be filed with the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Indiana Department of Financial Institutions and the Kentucky Department of Financial Institutions.", "references": ["Capitalization", "Enforcements", "Litigations", "Survival", "No Waivers", "Base Salary", "Forfeitures", "Releases", "Waivers", "Entire Agreements", "Warranties", "Further Assurances", "Brokers", "Waiver Of Jury Trials", "Interests", "Change In Control", "Books", "Employment", "Assignments", "Assigns", "Existence", "Closings", "Sanctions", "Taxes", "Records", "Amendments", "Payments", "Adjustments", "Notices", "Benefits", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Notwithstanding any terms of the Reseller Agreement to the contrary, the parties agree that MMI may terminate the Reseller Agreement immediately upon written notice of such termination to Escalon.", "references": ["Consent To Jurisdiction", "Assignments", "Sanctions", "Non-Disparagement", "Governing Laws", "Organizations", "Effectiveness", "Authority", "Forfeitures", "Consents", "Remedies", "General", "Warranties", "Applicable Laws", "Disability", "Integration", "Litigations", "Compliance With Laws", "Indemnifications", "Adjustments", "Waivers", "Base Salary", "Waiver Of Jury Trials", "Effective Dates", "Fees", "Specific Performance", "Change In Control", "Participations", "Headings", "Positions", "Terminations"], "gold": ["Terminations"]}
+{"input": "The proceeds of the Loans and of Letters of Credit will be used by the Borrower and the Restricted Subsidiaries in accordance with Section\u00a05.11.", "references": ["Defined Terms", "Remedies", "Applicable Laws", "Costs", "Closings", "Enforceability", "Agreements", "Vacations", "Transactions With Affiliates", "Vesting", "Authority", "Warranties", "Subsidiaries", "Waiver Of Jury Trials", "No Waivers", "Titles", "Enforcements", "No Conflicts", "Disability", "Organizations", "Payments", "Disclosures", "Base Salary", "Anti-Corruption Laws", "Releases", "Approvals", "Withholdings", "Entire Agreements", "Terminations", "Indemnifications", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP and which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.", "references": ["Subsidiaries", "Releases", "Sales", "Fees", "Arbitration", "Authorizations", "Adjustments", "Non-Disparagement", "Effective Dates", "Brokers", "Venues", "Expenses", "Indemnity", "Assignments", "Litigations", "Amendments", "No Defaults", "Cooperation", "Indemnifications", "Defined Terms", "Costs", "Capitalization", "Duties", "Effectiveness", "Liens", "Existence", "Books", "Publicity", "Base Salary", "Construction", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Transactions (a) do not violate the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or (b) except as to matters that could not reasonably be expected to result in a Material Adverse Effect, (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.", "references": ["Intellectual Property", "Enforcements", "Authorizations", "Enforceability", "Warranties", "Liens", "Indemnity", "Jurisdictions", "Authority", "Anti-Corruption Laws", "Death", "Non-Disparagement", "No Waivers", "Remedies", "Books", "Severability", "Subsidiaries", "Survival", "Vesting", "Governing Laws", "Representations", "Submission To Jurisdiction", "Disability", "Positions", "Sanctions", "Assignments", "Agreements", "Notices", "Qualifications", "Forfeitures", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement, the Plan and the employment agreement between the Company and the Participant (if any) constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement, the Plan and the employment agreement between the Company and the Participant (if any) supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.", "references": ["Modifications", "Interpretations", "Employment", "Remedies", "Releases", "Waiver Of Jury Trials", "Specific Performance", "Financial Statements", "Duties", "Withholdings", "Participations", "Litigations", "Miscellaneous", "Tax Withholdings", "Titles", "Expenses", "Waivers", "Survival", "Organizations", "Indemnity", "Transactions With Affiliates", "Death", "Successors", "Use Of Proceeds", "Disability", "Authorizations", "Defined Terms", "Indemnifications", "Vacations", "Existence", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced exclusively in the state and federal courts sitting San Diego County, California. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in San Diego County, California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.", "references": ["Litigations", "Liens", "Participations", "Representations", "Waivers", "Sanctions", "General", "Titles", "Vacations", "Consent To Jurisdiction", "Defined Terms", "Modifications", "Further Assurances", "Records", "Authority", "Arbitration", "No Conflicts", "Waiver Of Jury Trials", "Confidentiality", "Interests", "Fees", "Cooperation", "Enforceability", "Assigns", "Forfeitures", "Qualifications", "Publicity", "Terminations", "Financial Statements", "Costs", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "None of the Pipelogic Assets is subject to any Lien imposed by or arising under any Environmental Law, and there are no proceedings pending or, to the Knowledge of Sellers, threatened for imposition of any such Lien, and, to the Knowledge of Sellers, there is no basis for any such Lien or proceeding.", "references": ["Entire Agreements", "Venues", "Interests", "Consents", "Disability", "Definitions", "Transactions With Affiliates", "Releases", "Erisa", "Notices", "Payments", "No Waivers", "Financial Statements", "Brokers", "Anti-Corruption Laws", "Books", "Severability", "Authorizations", "Withholdings", "Fees", "Benefits", "Taxes", "Applicable Laws", "Waivers", "Waiver Of Jury Trials", "Sales", "Insurances", "Approvals", "Subsidiaries", "Records", "Liens"], "gold": ["Liens"]}
+{"input": "Guarantor agrees that, as between Guarantor and Buyer, the obligations of Seller under the Repurchase Agreement may be declared to be forthwith due and payable as provided therein (and shall be deemed to have become automatically due and payable pursuant thereto) for purposes of Section\u00a02 hereof, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Seller and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Seller) shall forthwith become due and payable by Guarantor.", "references": ["Litigations", "Participations", "Vacations", "Duties", "Liens", "Erisa", "Adjustments", "Qualifications", "Organizations", "Venues", "Withholdings", "Publicity", "Solvency", "No Defaults", "Arbitration", "Indemnity", "Waiver Of Jury Trials", "Specific Performance", "Employment", "Effective Dates", "Insurances", "Base Salary", "No Conflicts", "Counterparts", "Authorizations", "Agreements", "Tax Withholdings", "Successors", "Death", "Existence", "Remedies"], "gold": ["Remedies"]}
+{"input": "No shares shall be delivered under the Plan except in compliance with all applicable federal and state laws and regulations including, without limitation, compliance with applicable withholding tax requirements, and with the rules of all domestic stock exchanges on which the Company\u2019s shares may be listed. Any share certificate issued to evidence shares may be listed on any domestic stock exchange authorized by the Company. Any share certificate issued to evidence shares may bear legends and statements, and be subject to such restrictions, as the Company shall deem advisable to assure compliance with federal and state laws and regulations. No shares will be delivered under the Plan until the Company has obtained such consents or approvals from regulatory bodies, federal or state, having jurisdiction over such matters as the Company may deem advisable.", "references": ["Base Salary", "Cooperation", "Non-Disparagement", "Forfeitures", "Employment", "Modifications", "Confidentiality", "Anti-Corruption Laws", "Organizations", "Authorizations", "Assigns", "Fees", "Integration", "Use Of Proceeds", "Closings", "Brokers", "Records", "Remedies", "Financial Statements", "Arbitration", "Taxes", "Positions", "Effectiveness", "Authority", "Subsidiaries", "Existence", "Releases", "Enforceability", "Payments", "Disclosures", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 14.4, and shall be deemed to have been given for all purposes (a) when received, if hand-delivered or sent by confirmed facsimile or a reputable courier service, or (b) five (5) Business Days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested.", "references": ["Interests", "Interpretations", "Sales", "Death", "Disclosures", "Approvals", "Further Assurances", "Construction", "Enforcements", "Miscellaneous", "Specific Performance", "Remedies", "Anti-Corruption Laws", "Intellectual Property", "Compliance With Laws", "Adjustments", "Waivers", "Terms", "Brokers", "Definitions", "Insurances", "Terminations", "Change In Control", "Agreements", "Assignments", "Liens", "Integration", "Powers", "Capitalization", "Consent To Jurisdiction", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment No. 6 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.", "references": ["Sanctions", "Further Assurances", "Records", "Participations", "Amendments", "Organizations", "Litigations", "Enforceability", "General", "Integration", "Capitalization", "Interpretations", "Non-Disparagement", "Defined Terms", "Notices", "Adjustments", "No Conflicts", "Vacations", "Fees", "Consent To Jurisdiction", "Authority", "Books", "Remedies", "Releases", "Liens", "Solvency", "Applicable Laws", "Use Of Proceeds", "Existence", "Transactions With Affiliates", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The parties agree that this Agreement and the Release (if and when executed) are confidential and each party agrees not to disclose any information regarding the terms of this Agreement or the Release to any Person, except that the Company may disclose information regarding the terms of this Agreement or the Release to its Affiliates and any lenders or as required by law or regulation or the rules of any stock exchange or market on which the Company's securities are listed or traded, and the Executive may disclose information regarding the terms of this Agreement or the Release to his immediate family.\u00a0 Each party may also disclose this information to its tax, legal or other counsel.\u00a0 Each party shall instruct each of the foregoing not to disclose the same to anyone.", "references": ["Powers", "Entire Agreements", "Effective Dates", "Specific Performance", "Participations", "Titles", "Withholdings", "Anti-Corruption Laws", "Fees", "Compliance With Laws", "Disclosures", "Counterparts", "Arbitration", "No Waivers", "Expenses", "Transactions With Affiliates", "Venues", "Headings", "Waivers", "Books", "Successors", "Indemnity", "Consent To Jurisdiction", "Cooperation", "Submission To Jurisdiction", "Defined Terms", "Indemnifications", "Brokers", "Notices", "Sales", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Reference is made to that certain Credit Agreement dated as of June 28, 2012 (as amended, restated, amended and restated or otherwise modified, the \u201c Credit Agreement \u201d) between the Company and BMO Harris Bank N.A. (the \u201c Lender \u201d).\u00a0 All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms by the Credit Agreement as amended hereby.", "references": ["Erisa", "Terminations", "Financial Statements", "Construction", "Modifications", "Notices", "Benefits", "Integration", "Fees", "Capitalization", "Binding Effects", "Amendments", "Litigations", "Publicity", "Non-Disparagement", "Existence", "Disability", "Specific Performance", "Venues", "Intellectual Property", "Representations", "Titles", "Further Assurances", "Organizations", "Vacations", "Positions", "Liens", "Indemnifications", "No Conflicts", "Employment", "Definitions"], "gold": ["Definitions"]}
+{"input": "All federal, state and other material tax returns of the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed (after taking into account any extensions of time within to file such tax returns) have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section\u00a0 7.6. As of the Agreement Date, none of the United States income tax returns of the Borrower, any other Loan Party or any other Subsidiary is under audit. All charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.", "references": ["Warranties", "Waiver Of Jury Trials", "Governing Laws", "Expenses", "Subsidiaries", "Indemnifications", "No Waivers", "Specific Performance", "Miscellaneous", "Representations", "Notices", "Costs", "No Defaults", "Participations", "Vacations", "Approvals", "Assignments", "Duties", "Records", "Construction", "Assigns", "Capitalization", "Venues", "Erisa", "Compliance With Laws", "Solvency", "Cooperation", "Entire Agreements", "Severability", "Financial Statements", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Agreement, and no Party shall be liable or bound to any other Party in any manner by any warranties, representations or covenants except as specifically set forth herein.", "references": ["Subsidiaries", "Brokers", "No Conflicts", "Qualifications", "Headings", "Vacations", "Assigns", "Arbitration", "Participations", "Fees", "Powers", "Releases", "Tax Withholdings", "Records", "Enforceability", "Severability", "Interpretations", "Publicity", "Defined Terms", "Costs", "Indemnifications", "Effectiveness", "Closings", "Liens", "Definitions", "Payments", "No Defaults", "Counterparts", "Non-Disparagement", "Remedies", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company and the Subsidiaries have timely made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which the Company or such Subsidiaries are subject (unless and only to the extent that the Company or such Subsidiaries have set aside on their books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and have timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, and have set aside on their books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. To the Company\u2019s knowledge, there are no unpaid taxes of the Company and the Subsidiaries in any material amount claimed to be due by the taxing authority of any jurisdiction. Neither the Company nor the Subsidiaries have executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company\u2019s or any of its Subsidiaries\u2019 tax returns is currently being audited by any taxing authority.", "references": ["Disability", "Jurisdictions", "Consents", "Transactions With Affiliates", "Indemnifications", "Powers", "Employment", "Participations", "Qualifications", "Erisa", "Compliance With Laws", "Submission To Jurisdiction", "Use Of Proceeds", "Effective Dates", "Construction", "Change In Control", "Enforceability", "Adjustments", "Waiver Of Jury Trials", "Effectiveness", "Agreements", "Publicity", "Vesting", "Counterparts", "Releases", "Non-Disparagement", "Amendments", "Terminations", "Base Salary", "Miscellaneous", "Taxes"], "gold": ["Taxes"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that have a reasonable likelihood of adverse determination and where such determination either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "references": ["Effectiveness", "Brokers", "Modifications", "Payments", "Enforcements", "Consents", "Adjustments", "Jurisdictions", "Waivers", "Survival", "Definitions", "Intellectual Property", "Arbitration", "Binding Effects", "Compliance With Laws", "Applicable Laws", "Closings", "Successors", "Solvency", "Liens", "Financial Statements", "Waiver Of Jury Trials", "Authority", "Entire Agreements", "Assigns", "Warranties", "Authorizations", "Miscellaneous", "No Defaults", "Assignments", "Litigations"], "gold": ["Litigations"]}
+{"input": "All covenants, agreements, representations and warranties made by Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments and Letter of Credit Commitments have not expired or terminated. The provisions of Sections 2.4, 2.14 , 2.15 , 2.16 , 2.17 and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit, the Letter of Credit Commitments and the Commitments or the termination of this Agreement or any provision hereof.", "references": ["Terms", "No Defaults", "Miscellaneous", "Effectiveness", "Agreements", "Enforcements", "Intellectual Property", "Disclosures", "Withholdings", "Binding Effects", "Anti-Corruption Laws", "Death", "Governing Laws", "Sales", "Entire Agreements", "Effective Dates", "Arbitration", "Submission To Jurisdiction", "Confidentiality", "Vacations", "Titles", "Employment", "Subsidiaries", "Counterparts", "Solvency", "General", "Financial Statements", "Jurisdictions", "Expenses", "Base Salary", "Survival"], "gold": ["Survival"]}
+{"input": "The parties hereto agree to submit to non-exclusive jurisdiction in the State of New York in any action or proceeding arising out of this Agreement and, in furtherance of such agreement, the parties hereby agree and consent that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the parties in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the parties by registered or certified mail to or by personal service at the last known address of the parties, whether such address be within or without the jurisdiction of any such court. Each party hereto expressly waives any and all rights that it may have to make any objections based on jurisdiction or venue to any action brought to enforce this Agreement in any such court in accordance with the above provisions.", "references": ["Successors", "Applicable Laws", "Compliance With Laws", "Powers", "Enforceability", "Warranties", "Enforcements", "Publicity", "Cooperation", "Binding Effects", "Confidentiality", "Adjustments", "Transactions With Affiliates", "Financial Statements", "Withholdings", "Erisa", "Employment", "Subsidiaries", "Taxes", "Specific Performance", "Releases", "Assignments", "Agreements", "No Conflicts", "Authorizations", "Organizations", "Death", "Disability", "Existence", "Waivers", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Certain individuals who hold public office in Russia, as well as their spouses and dependent children, are prohibited from opening or maintaining foreign brokerage or bank accounts and holding any securities, whether acquired directly or indirectly in a foreign company (including shares of Common Stock acquired under the Plan).", "references": ["Integration", "Interpretations", "Effective Dates", "Vacations", "Warranties", "No Conflicts", "Indemnifications", "Construction", "Transactions With Affiliates", "Interests", "Agreements", "Consents", "Financial Statements", "Headings", "Modifications", "Specific Performance", "Successors", "Jurisdictions", "Powers", "Terminations", "Participations", "Benefits", "Sanctions", "Waiver Of Jury Trials", "Representations", "Duties", "Releases", "Effectiveness", "Entire Agreements", "Subsidiaries", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "In the event that the Closing shall not have occurred by June 30, 2018, the Company or the Purchaser (with respect to itself) may terminate this Agreement with no further force or effect, except for the provisions of Article 7 , which shall survive any termination under this Section 7.12 , provided that any party who is then in a material breach of this Agreement shall not be entitled to terminate this Agreement.", "references": ["Transactions With Affiliates", "Taxes", "Brokers", "Payments", "Interpretations", "Duties", "Non-Disparagement", "Insurances", "Submission To Jurisdiction", "Costs", "Indemnity", "Amendments", "Enforceability", "Successors", "Titles", "Subsidiaries", "Specific Performance", "Positions", "Books", "Governing Laws", "Compliance With Laws", "Binding Effects", "Notices", "Vacations", "Applicable Laws", "Sanctions", "Construction", "Remedies", "Litigations", "Indemnifications", "Terminations"], "gold": ["Terminations"]}
+{"input": "Except as otherwise permitted under Section 6.8 or 6.9, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided , Parent and its Restricted Subsidiaries shall not be required to preserve any such existence, right or franchise, licenses and permits if the loss thereof could not reasonably be expected to have a Material Adverse Effect.", "references": ["Confidentiality", "Modifications", "Intellectual Property", "Enforceability", "Indemnity", "Payments", "Effective Dates", "Jurisdictions", "Positions", "Non-Disparagement", "Integration", "Remedies", "Assignments", "Entire Agreements", "Warranties", "Representations", "Disability", "Terminations", "Enforcements", "Vacations", "Records", "Consent To Jurisdiction", "Compliance With Laws", "Participations", "Miscellaneous", "Severability", "Forfeitures", "Further Assurances", "Amendments", "Defined Terms", "Existence"], "gold": ["Existence"]}
+{"input": "This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party who caused it to have been drafted.\u00a0 As used in this Agreement, the singular shall include the plural and vice versa and the use of any gender shall be deemed to be or include the neutral and other gender, whenever appropriate.", "references": ["Releases", "Powers", "Waiver Of Jury Trials", "Organizations", "Fees", "Participations", "Capitalization", "Terms", "Employment", "Financial Statements", "Assigns", "Withholdings", "Specific Performance", "Positions", "Enforceability", "Costs", "Payments", "Arbitration", "Submission To Jurisdiction", "Applicable Laws", "Severability", "Terminations", "Tax Withholdings", "Solvency", "Records", "General", "Survival", "Jurisdictions", "Representations", "Disability", "Construction"], "gold": ["Construction"]}
+{"input": "Form\u00a0or acquire any Subsidiary (other than any Inactive Subsidiary) unless within ten (10)\u00a0Business Days (or such longer period as the Agent may consent to) after formation (i)\u00a0if such Restricted Subsidiary is a Domestic Subsidiary either (A)\u00a0such Domestic Subsidiary expressly joins in this Agreement as an \u201cIssuer\u201d and becomes jointly and severally liable for the Obligations hereunder, under the Notes, and under any other agreement among any Issuer, Agent or Noteholders and takes all other actions necessary or advisable in the opinion of the Agent to grant a first-priority perfected Lien, subject to the terms of the ABL/Term Intercreditor Agreement, in all of its assets to the extent required by the terms of this Agreement or (B)\u00a0becomes a \u201cGuarantor\u201d by executing a Guaranty and joinders to the applicable Pledge Agreements and Security Agreements and each applicable Other Document and takes all other actions necessary or advisable in the opinion of the Agent to grant a first priority perfected Lien on all of its assets to the extent required by the terms of this Agreement and each applicable Other Document (subject to the terms of the ABL/Term Intercreditor Agreement), (ii)\u00a0the Equity Interests of such Restricted Subsidiary are pledged to Agent to the extent constituting \u201cSubsidiary Stock\u201d and all certificates representing such Equity Interests, together with undated stock powers executed in blank, are delivered to Agent or, for so long as the Revolving Credit Agreement remains in effect, the Revolving Agent, and (iii)\u00a0in the case of clauses (i) \u00a0and (ii) , Agent shall have received all documents, including, without limitation, legal opinions and appraisals, that it may reasonably require in connection therewith.\u00a0 In addition, if any Restricted Subsidiary that was an Inactive Subsidiary ceases to be an Inactive Subsidiary, the foregoing requirements shall be complied with respect to such Restricted Subsidiary within ten Business Days (or such longer period as the Agent may consent to) after such Restricted Subsidiary ceases to be an Inactive Subsidiary.", "references": ["Interests", "Closings", "Litigations", "Amendments", "Transactions With Affiliates", "Indemnity", "Disability", "Indemnifications", "General", "Consent To Jurisdiction", "Releases", "Integration", "Intellectual Property", "Authority", "Consents", "Warranties", "Severability", "Payments", "Terminations", "Successors", "Remedies", "Disclosures", "Forfeitures", "Qualifications", "Confidentiality", "Erisa", "Headings", "Benefits", "Arbitration", "Agreements", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the Person to whom it is properly addressed or if earlier the date it is sent via certified United States mail or reputable overnight delivery service (charges prepaid).", "references": ["Brokers", "Benefits", "Interpretations", "Modifications", "Erisa", "Non-Disparagement", "Compliance With Laws", "Definitions", "Fees", "Successors", "Taxes", "Insurances", "Positions", "No Waivers", "Agreements", "Effectiveness", "Duties", "Closings", "Effective Dates", "Releases", "Expenses", "Consents", "Subsidiaries", "Headings", "General", "Representations", "Assigns", "Capitalization", "Withholdings", "Vesting", "Notices"], "gold": ["Notices"]}
+{"input": "Upon the expiration of the Standstill Period in accordance with Section 3(e)(v) hereof, this Agreement shall immediately and automatically terminate in its entirety and no party hereunder shall have any further rights or obligations under this Agreement; provided , however , no party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "references": ["Indemnity", "Amendments", "Records", "Binding Effects", "Employment", "Agreements", "Disclosures", "Tax Withholdings", "Enforceability", "Authority", "Intellectual Property", "Brokers", "Authorizations", "Integration", "General", "Death", "Modifications", "Insurances", "Subsidiaries", "Interpretations", "Consent To Jurisdiction", "Releases", "Successors", "Cooperation", "Liens", "Change In Control", "Litigations", "Expenses", "Withholdings", "Survival", "Terminations"], "gold": ["Terminations"]}
+{"input": "(a) If any Lender (a \u201c Benefited Lender \u201d) shall at any time receive any payment of all or part of its Revolving Credit Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 9.1(f) , or otherwise (except pursuant to Subsection 2.6 , 2.7 , 2.8 , 4.4 , 4.5(b) , 4.9 , 4.10 , 4.11 , 4.12 , 4.13(d) , 11.1(g) or 11.6 )), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender\u2019s Revolving Credit Loans or the Reimbursement Obligations, as the case may be, owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender\u2019s Revolving Credit Loans or the Reimbursement Obligations, as the case may be, owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.", "references": ["Sanctions", "Titles", "Closings", "Books", "Waiver Of Jury Trials", "Brokers", "Interests", "Modifications", "Vacations", "Counterparts", "Further Assurances", "Withholdings", "Applicable Laws", "Positions", "Sales", "Integration", "Amendments", "Governing Laws", "Change In Control", "Expenses", "No Waivers", "No Defaults", "Indemnifications", "Forfeitures", "Capitalization", "Agreements", "Duties", "Authority", "Base Salary", "Taxes", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["No Waivers", "Amendments", "Submission To Jurisdiction", "Waivers", "Liens", "Duties", "Litigations", "Terminations", "Anti-Corruption Laws", "Interpretations", "Consents", "Existence", "Authorizations", "Terms", "Participations", "Vacations", "Enforceability", "Confidentiality", "Indemnifications", "Withholdings", "No Conflicts", "Sales", "Waiver Of Jury Trials", "Employment", "Effective Dates", "Solvency", "Representations", "Compliance With Laws", "Authority", "Specific Performance", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Subject to Sections 4(b) and 4(c) , to the extent that the RSUs covered by this Agreement are vested on the vesting date specified under Section \u00a03(a) , the Participant will receive the number of shares of Common Stock that correspond to the number of RSUs that are vested on the vesting date as soon as reasonably practicable following (but no later than thirty (30)\u00a0days following) such vesting date.", "references": ["Further Assurances", "Authorizations", "Change In Control", "Use Of Proceeds", "Cooperation", "Consent To Jurisdiction", "Fees", "Effective Dates", "Capitalization", "Records", "Publicity", "Liens", "Disclosures", "Anti-Corruption Laws", "Applicable Laws", "Duties", "Warranties", "Interests", "Sales", "Definitions", "Representations", "Enforcements", "Non-Disparagement", "Effectiveness", "Remedies", "Approvals", "Governing Laws", "Confidentiality", "No Conflicts", "Waiver Of Jury Trials", "General"], "gold": ["General"]}
+{"input": "The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with this Amendment and any other documents prepared in connection herewith and the consummation and administration of the transactions contemplated hereby.\u00a0 The Borrower hereby confirms that the indemnification provisions set forth in Section\u00a010.05 of the Amended Credit Agreement shall apply to this Amendment and any other documents prepared in connection herewith and the consummation and administration of the transactions contemplated hereby, and such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs) expenses and disbursements (including fees, disbursements and charges of counsel) (as more fully set forth therein as applicable) which may arise herefrom or in connection herewith.", "references": ["Sanctions", "Payments", "Representations", "Confidentiality", "Arbitration", "Use Of Proceeds", "Construction", "Sales", "Enforceability", "Vacations", "Vesting", "Jurisdictions", "Fees", "Intellectual Property", "Publicity", "Notices", "Assignments", "Anti-Corruption Laws", "Integration", "Tax Withholdings", "Change In Control", "Miscellaneous", "Specific Performance", "Insurances", "Releases", "Brokers", "Effectiveness", "Death", "Titles", "Waivers", "Expenses"], "gold": ["Expenses"]}
+{"input": "Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him at the home address which he most recently communicated to the Corporation in writing. In the case of the Corporation, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.", "references": ["Fees", "Specific Performance", "Applicable Laws", "Taxes", "Forfeitures", "Litigations", "Waivers", "Indemnity", "Enforcements", "Vacations", "Agreements", "Non-Disparagement", "Counterparts", "Terms", "Adjustments", "Titles", "Participations", "Authority", "Successors", "Qualifications", "Integration", "Confidentiality", "Vesting", "Amendments", "Use Of Proceeds", "Sanctions", "Survival", "Brokers", "Entire Agreements", "Assigns", "General"], "gold": ["General"]}
+{"input": "The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion will not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.", "references": ["Binding Effects", "Effective Dates", "Authority", "Waiver Of Jury Trials", "Books", "Liens", "Approvals", "Interests", "Agreements", "Releases", "Arbitration", "Jurisdictions", "Defined Terms", "Applicable Laws", "Fees", "No Defaults", "General", "Duties", "Modifications", "Sales", "Records", "Enforcements", "Warranties", "Powers", "Indemnity", "Costs", "Closings", "Amendments", "Cooperation", "Remedies", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Purchaser and the US Company will be entitled to deduct and withhold from any amount payable under this Agreement such amounts as is required to be deducted and withheld with respect to the making of such payment under the Code or under any other applicable Law.\u00a0 If Purchaser believes that any payment hereunder is or may be subject to withholding, Purchaser will use reasonable best efforts to notify the Equityholders\u2019 Representative of such withholding requirement at least five (5)\u00a0Business Days prior to the date such payment is scheduled to be made and Purchaser will reasonably cooperate with the Equityholders\u2019 Representative to mitigate any such withholding to the extent lawfully permitted.\u00a0 To the extent that such amounts are so withheld pursuant to this Section\u00a03.2 , such withheld amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made.", "references": ["Arbitration", "Employment", "Definitions", "Approvals", "Effective Dates", "Consent To Jurisdiction", "Assigns", "Applicable Laws", "Tax Withholdings", "No Conflicts", "Survival", "Authority", "Erisa", "Agreements", "Books", "Modifications", "Miscellaneous", "Expenses", "General", "Sales", "Waiver Of Jury Trials", "Transactions With Affiliates", "Forfeitures", "Severability", "Payments", "Death", "Waivers", "Powers", "Subsidiaries", "Authorizations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Company shall have the right to withhold from any payment due under the Plan any taxes required by law to be withheld in respect of such payment.", "references": ["Existence", "Records", "Taxes", "Governing Laws", "Closings", "Liens", "Authorizations", "Disability", "Compliance With Laws", "Warranties", "Specific Performance", "Consents", "Miscellaneous", "No Waivers", "Waiver Of Jury Trials", "Insurances", "Capitalization", "Sanctions", "Non-Disparagement", "Employment", "Expenses", "Anti-Corruption Laws", "Further Assurances", "Costs", "Publicity", "Indemnifications", "Payments", "Notices", "Books", "Definitions", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "During and after Employee\u2019s employment, Employee shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Company employed Employee; provided that, the Employee will not have an obligation under this paragraph with respect to any claim that the Employee has filed directly against the Company or related persons or entities. The Employee\u2019s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after Employee\u2019s employment, Employee also shall reasonably cooperate with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Employee was employed by the Company, provided Employee will not have any obligation under this paragraph with respect to any claim that Employee has filed directly against the Company or related persons or entities. The Company shall reimburse Employee for any reasonable out-of-pocket expenses incurred in connection with Employee\u2019s performance of obligations pursuant to this Section\u00a08(b).", "references": ["Sanctions", "Erisa", "Waivers", "Waiver Of Jury Trials", "Assignments", "Enforcements", "Compliance With Laws", "Titles", "No Conflicts", "Releases", "Definitions", "Benefits", "Non-Disparagement", "Effective Dates", "Notices", "Interpretations", "Effectiveness", "Intellectual Property", "Anti-Corruption Laws", "Miscellaneous", "Governing Laws", "No Waivers", "Forfeitures", "Headings", "Further Assurances", "Insurances", "Qualifications", "Approvals", "Existence", "Positions", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Incremental Amendment, together with the Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein or incidental hereto and supersedes all oral representations and negotiations and prior writings with respect to the subject matter hereof.", "references": ["Benefits", "Insurances", "Consent To Jurisdiction", "Interests", "Authority", "Forfeitures", "Jurisdictions", "Confidentiality", "Releases", "Assigns", "Base Salary", "Closings", "Submission To Jurisdiction", "Interpretations", "Enforcements", "Terminations", "Indemnifications", "Warranties", "Severability", "Change In Control", "Specific Performance", "Employment", "Costs", "Fees", "Authorizations", "Construction", "Publicity", "No Waivers", "Enforceability", "Successors", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent or the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent, the Collateral Agent and the Secured Parties with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the Borrower or any Restricted Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the reasonable exercise by the Administrative Agent or the Collateral Agent of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent reasonably determine may be required to obtain from the Borrower or any of its Restricted Subsidiaries for such governmental consent, approval, recording, qualification or authorization.", "references": ["Remedies", "Assigns", "Arbitration", "Solvency", "Titles", "Non-Disparagement", "Approvals", "General", "Taxes", "Releases", "Waiver Of Jury Trials", "Applicable Laws", "Publicity", "Duties", "Insurances", "Consents", "Liens", "Governing Laws", "Cooperation", "Miscellaneous", "Notices", "Capitalization", "Forfeitures", "Use Of Proceeds", "Terms", "Costs", "Confidentiality", "Enforcements", "Fees", "Sales", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Servicer\u2019s appointment as custodian with respect to any Loan shall become effective as of the Cut-Off Date for such Loan and will continue in full force and effect until terminated pursuant to this Section \u00a03.11(c) (or such Loan ceases to be a Sold Asset or 2018-2A SUBI Asset, as applicable); provided , the Servicer\u2019s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer have been terminated under Section \u00a08.01 , the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of the Servicer as custodian hereunder in the same manner as the Indenture Trustee may terminate the rights and obligations of the Servicer under Section \u00a08.01 . In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as subcustodian for each Loan with respect to which it is then acting in such capacity. In the event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however , if the Back-up Servicer is the successor Servicer, the Back-up Servicer may elect to have the Indenture Trustee hold the Contracts in trust for the Issuer.", "references": ["Disclosures", "Specific Performance", "Disability", "Existence", "Tax Withholdings", "Interests", "Transactions With Affiliates", "Titles", "Assigns", "Insurances", "Warranties", "Financial Statements", "Survival", "Successors", "Change In Control", "Withholdings", "Waivers", "Construction", "Compliance With Laws", "Forfeitures", "Vesting", "Records", "Terms", "Notices", "Capitalization", "Binding Effects", "Positions", "Costs", "Authorizations", "Organizations", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter hereof.", "references": ["Successors", "Enforceability", "Effective Dates", "Existence", "Waivers", "Disclosures", "Positions", "Powers", "Assigns", "No Conflicts", "Agreements", "Intellectual Property", "Arbitration", "Death", "Books", "Severability", "Solvency", "Subsidiaries", "Erisa", "Consents", "Adjustments", "Further Assurances", "Payments", "Financial Statements", "Closings", "Survival", "Titles", "Confidentiality", "Cooperation", "Effectiveness", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement and any subsequent amendments may be executed in several counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted by electronic means shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Agreement with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Agreement.", "references": ["Governing Laws", "Expenses", "Disability", "Cooperation", "Waiver Of Jury Trials", "Severability", "Remedies", "Agreements", "Approvals", "Fees", "Payments", "Effective Dates", "Tax Withholdings", "Positions", "Compliance With Laws", "Interests", "Assigns", "Liens", "Taxes", "Anti-Corruption Laws", "Terms", "Effectiveness", "Enforceability", "Modifications", "Arbitration", "Consent To Jurisdiction", "Amendments", "Notices", "Indemnifications", "Records", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Executive shall be covered under the Company\u2019s directors and officers liability insurance during the Employment Term and thereafter to the same extent as such coverage is provided from time to time to officers of the Company.", "references": ["General", "Counterparts", "Costs", "Assignments", "Construction", "Notices", "Adjustments", "Approvals", "Integration", "Miscellaneous", "Effective Dates", "Further Assurances", "Consents", "Amendments", "Participations", "Severability", "Cooperation", "Successors", "Insurances", "Brokers", "Indemnity", "Terms", "Change In Control", "Enforceability", "Entire Agreements", "Waiver Of Jury Trials", "Qualifications", "Non-Disparagement", "Liens", "Capitalization", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "No amendments or other modifications to this Agreement may be made except by a writing signed by both parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement.", "references": ["Survival", "Remedies", "Closings", "Submission To Jurisdiction", "Venues", "Forfeitures", "Titles", "Terminations", "Governing Laws", "No Defaults", "Publicity", "Change In Control", "Anti-Corruption Laws", "Disclosures", "Further Assurances", "Duties", "Construction", "Authority", "Subsidiaries", "Approvals", "Jurisdictions", "Terms", "Assignments", "Waivers", "Authorizations", "Enforcements", "Financial Statements", "Costs", "Intellectual Property", "Successors", "Amendments"], "gold": ["Amendments"]}
+{"input": "The obligations of Borrowers under Section\u00a02.2(f), 2.2(g), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 and the obligations of Lenders under Section\u00a02.2, 2.13(b), 2.14, 2.16. 2.17 and 14.7, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.", "references": ["Terms", "Organizations", "Employment", "Withholdings", "Capitalization", "Publicity", "Taxes", "Sales", "Cooperation", "Use Of Proceeds", "Waiver Of Jury Trials", "Arbitration", "Defined Terms", "Authorizations", "Base Salary", "Erisa", "Headings", "Duties", "No Conflicts", "Brokers", "Payments", "Interests", "Powers", "Fees", "Enforcements", "Construction", "Existence", "Forfeitures", "Participations", "Submission To Jurisdiction", "Survival"], "gold": ["Survival"]}
+{"input": "Any notice permitted or required to be given under this Agreement must be given in writing and delivered in person or by registered, U.S. mail, return receipt requested, postage prepaid; or through Federal Express, UPS, DHL or any other reputable professional delivery service that maintains a confirmation of delivery system. Any delivery must be (i) in the case of notices to the Company, addressed to the Company\u2019s General Counsel at the Company\u2019s then-current corporate offices and (ii) in the case of notices to the Executive, addressed to the Executive\u2019s last mailing address contained in the Executive\u2019s personnel file. Any notice permitted or required to be given under this Agreement will be deemed to have been given and will be effective on the date it is delivered.", "references": ["Defined Terms", "Integration", "Effectiveness", "Anti-Corruption Laws", "Qualifications", "Remedies", "Fees", "Waivers", "Assigns", "Successors", "Payments", "Expenses", "Closings", "Miscellaneous", "Authority", "Releases", "Amendments", "Records", "Capitalization", "Interpretations", "No Conflicts", "Indemnity", "Compliance With Laws", "Enforcements", "Severability", "Base Salary", "Participations", "Submission To Jurisdiction", "Subsidiaries", "Entire Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant\u2019s rights under any Option previously granted.\u00a0 Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section\u00a0424(h)\u00a0of the Code.\u00a0 Except as permitted by Section\u00a018 of the Plan with respect to required stockholder approval, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants; provided , however , that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.", "references": ["Terms", "Brokers", "No Defaults", "Subsidiaries", "Adjustments", "No Waivers", "Duties", "Expenses", "Successors", "Withholdings", "Consents", "Agreements", "Disclosures", "Further Assurances", "Authority", "Venues", "Qualifications", "Forfeitures", "Fees", "Enforcements", "Publicity", "Death", "Books", "Amendments", "Positions", "Intellectual Property", "Organizations", "Interests", "Financial Statements", "Survival", "Modifications"], "gold": ["Modifications"]}
+{"input": "Benefitfocus hereby agrees to employ the Associate in the capacity of Chief Executive Officer and President, upon the terms and conditions set out herein, and the Associate accepts such employment.", "references": ["Arbitration", "Governing Laws", "Base Salary", "Binding Effects", "Specific Performance", "Change In Control", "Liens", "No Conflicts", "Subsidiaries", "Assigns", "Applicable Laws", "Severability", "Books", "Capitalization", "Submission To Jurisdiction", "Enforcements", "Construction", "Defined Terms", "Adjustments", "No Defaults", "Withholdings", "Costs", "Participations", "Authority", "Litigations", "Erisa", "Notices", "Consents", "Integration", "Venues", "Employment"], "gold": ["Employment"]}
+{"input": "No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.", "references": ["Cooperation", "Submission To Jurisdiction", "Publicity", "Severability", "Change In Control", "Arbitration", "Closings", "Anti-Corruption Laws", "Representations", "No Defaults", "Releases", "Intellectual Property", "Indemnifications", "Assignments", "Records", "Transactions With Affiliates", "Remedies", "Applicable Laws", "Use Of Proceeds", "Powers", "Authority", "Liens", "Further Assurances", "Disclosures", "No Conflicts", "Terms", "Approvals", "Solvency", "No Waivers", "Modifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Loan Party (a)\u00a0is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b)\u00a0has the power and authority to conduct the business in which it is currently engaged and (c)\u00a0is duly qualified and in good standing in each jurisdiction where it is required to be so qualified and in good standing, except to the extent all failures with respect to the foregoing clauses (a), (b)\u00a0and (c)\u00a0would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Brokers", "Cooperation", "Submission To Jurisdiction", "Consent To Jurisdiction", "Non-Disparagement", "Jurisdictions", "Entire Agreements", "Taxes", "Litigations", "Sanctions", "Liens", "Representations", "Vacations", "Approvals", "Amendments", "Withholdings", "Specific Performance", "Releases", "Counterparts", "Authority", "Severability", "Construction", "Waivers", "Disability", "General", "Terminations", "Use Of Proceeds", "Governing Laws", "Financial Statements", "Subsidiaries", "Existence"], "gold": ["Existence"]}
+{"input": "If a Change in Control occurs and Employee is a participant in the Executive Severance Plan, then the terms of Section 3 of such plan are hereby incorporated by reference into this Agreement.", "references": ["No Conflicts", "Approvals", "Costs", "Forfeitures", "Defined Terms", "Tax Withholdings", "Specific Performance", "Withholdings", "Integration", "Fees", "Transactions With Affiliates", "Authority", "No Waivers", "Authorizations", "Successors", "Amendments", "Solvency", "Closings", "Effective Dates", "Insurances", "Use Of Proceeds", "Severability", "Existence", "Notices", "Liens", "Modifications", "Waiver Of Jury Trials", "Qualifications", "Participations", "Vacations", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the Issuing Bank selected by the Borrower and to the Administrative Agent (not less than three (3)\u00a0Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice: (i)\u00a0requesting the issuance of a Letter of Credit or identifying the outstanding Letter of Credit to be amended, renewed or extended; (ii)\u00a0specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day); (iii)\u00a0specifying the date on which such Letter of Credit is to expire (which shall comply with Section\u00a02.07(c) ); (iv)\u00a0specifying the amount of such Letter of Credit; (v)\u00a0specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and (vi)\u00a0specifying the amount of the current total Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).\u00a0 If requested by such Issuing Bank, the Borrower shall submit a letter of credit application on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit, but any such application shall be subject to the final sentence of Section\u00a02.07(a) . A Letter of Credit shall be issued, amended, renewed or extended only if (and with respect to each notice provided by the Borrower above and any issuance, amendment, renewal or extension of each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, the total Credit Exposures shall not exceed the Aggregate Commitment Amount.", "references": ["Sales", "Organizations", "Venues", "Qualifications", "Counterparts", "Integration", "Effectiveness", "Applicable Laws", "Terminations", "Authorizations", "Notices", "Powers", "Governing Laws", "Disclosures", "Litigations", "Disability", "Cooperation", "Severability", "Entire Agreements", "Records", "Remedies", "Further Assurances", "Enforcements", "Change In Control", "Consents", "Specific Performance", "Construction", "Indemnity", "Releases", "Intellectual Property", "Amendments"], "gold": ["Amendments"]}
+{"input": "For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile or other means of electronic transmission and such facsimiles or other means of electronic transmission will be deemed as sufficient as if actual signature pages had been delivered.", "references": ["Submission To Jurisdiction", "Titles", "Construction", "Enforcements", "Authority", "Expenses", "Books", "Disclosures", "Warranties", "Jurisdictions", "Tax Withholdings", "Participations", "Waivers", "Non-Disparagement", "Binding Effects", "Anti-Corruption Laws", "Consents", "Closings", "Arbitration", "Use Of Proceeds", "Duties", "Defined Terms", "Terminations", "Capitalization", "Financial Statements", "Headings", "Qualifications", "No Defaults", "Further Assurances", "Publicity", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Matters . Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party and each Restricted Subsidiary to timely make all contributions, pay all amounts due, and otherwise perform such actions necessary to prevent the imposition of any Liens under ERISA or Section\u00a0412 of the IRC (each an \u201c ERISA Lien \u201d).", "references": ["Existence", "Interpretations", "Governing Laws", "Arbitration", "Qualifications", "Terms", "Withholdings", "Change In Control", "Adjustments", "Financial Statements", "Approvals", "Titles", "Severability", "Venues", "Costs", "Counterparts", "Forfeitures", "Anti-Corruption Laws", "Subsidiaries", "Employment", "Agreements", "Publicity", "Binding Effects", "Consent To Jurisdiction", "Vacations", "Terminations", "Waiver Of Jury Trials", "Effectiveness", "Positions", "Disability", "Erisa"], "gold": ["Erisa"]}
+{"input": "Pursuant to Section 9.02(b) of the Credit Agreement and on the effectiveness of this Amendment, each Consenting Lender hereby waives any Default or Event of Default arising under Article VII(b) of the Credit Agreement as a result of the non-compliance by the Borrower with Sections 6.12(a) and 6.12(c) of the Credit Agreement, in each case, solely for the fiscal quarter ended March 31, 2018.", "references": ["Duties", "Closings", "Participations", "Enforceability", "Subsidiaries", "No Waivers", "Titles", "Liens", "Expenses", "Consents", "Consent To Jurisdiction", "Brokers", "Assigns", "Enforcements", "Remedies", "Representations", "No Conflicts", "Compliance With Laws", "Headings", "No Defaults", "Modifications", "Effective Dates", "Insurances", "Terms", "Existence", "Agreements", "Powers", "Litigations", "Indemnifications", "Approvals", "Waivers"], "gold": ["Waivers"]}
+{"input": "Should any provision of this Agreement be held by a court or arbitral authority of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held to be unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.\u00a0 The Parties further agree that any such court or arbitral authority is expressly authorized to modify any such unenforceable provision of this Agreement instead of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems necessary to carry out the intent and agreement of the Parties as embodied in this Agreement to the maximum extent permitted by law.\u00a0 The Parties expressly agree that this Agreement as so modified by the court or arbitral authority shall be binding upon and enforceable against each of them.\u00a0 If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth in it.", "references": ["No Defaults", "Indemnity", "Arbitration", "Vacations", "Entire Agreements", "Enforceability", "Subsidiaries", "Vesting", "Employment", "Withholdings", "Disability", "Approvals", "General", "Benefits", "Governing Laws", "Costs", "Publicity", "Tax Withholdings", "Terminations", "Duties", "Participations", "Compliance With Laws", "Insurances", "Closings", "Confidentiality", "Cooperation", "Waiver Of Jury Trials", "Indemnifications", "Positions", "Headings", "Severability"], "gold": ["Severability"]}
+{"input": "All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient\u2019s next business day, (iii) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: One Madison Corporation, 3 East 28 th Street, 8 th Floor, New York, New York 10016, Attn: David Murgio, Secretary, email: dmurgio@onemadisongroup.com, with a copy to the Company\u2019s counsel at: Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Attn: Deanna L. Kirkpatrick, Esq., email: deanna.kirkpatrick@davispolk.com , fax: (212) 701-5135, and John B. Meade, Esq., email: john.meade@davispolk.com , fax: (212) 701-5077, and Lee Hochbaum, Esq., email: lee.hochbaum@davispolk.com , fax (212) 701-5736.", "references": ["Adjustments", "Counterparts", "Change In Control", "Enforceability", "Organizations", "Assigns", "Existence", "Compliance With Laws", "Consent To Jurisdiction", "No Conflicts", "Costs", "Erisa", "Consents", "Authorizations", "Specific Performance", "No Defaults", "Miscellaneous", "Tax Withholdings", "Litigations", "Confidentiality", "Forfeitures", "Benefits", "Approvals", "Jurisdictions", "Agreements", "Participations", "Qualifications", "Representations", "Books", "Taxes", "Notices"], "gold": ["Notices"]}
+{"input": "The Committee may amend the terms of this Award and this Agreement at any time, although no such amendment shall adversely affect, in any material way, the Participant\u2019s (or a Participant\u2019s Permitted Transferee\u2019s) rights under an outstanding Award without the prior consent of the Participant (or the Participant\u2019s Permitted Transferee) then holding the Award .\u00a0\u00a0The Committee may amend the terms of this Award and this Agreement at any time following the Grant Date to provide for the settlement of vested Performance Units in the form of shares of Common Stock instead of (or in combination with) cash and, for purposes of clarity, any such amendment will be deemed not to adversely affect the Participant\u2019s ( or a Participant\u2019s Permitted Transferee\u2019s) rights in any material way and therefore may be made without Participant\u2019s ( or a Participant\u2019s Permitted Transferee\u2019s) prior consent .", "references": ["Confidentiality", "Consents", "Financial Statements", "Miscellaneous", "Existence", "Approvals", "Vesting", "Solvency", "Cooperation", "Integration", "Jurisdictions", "Definitions", "Fees", "Waivers", "Indemnity", "Tax Withholdings", "Anti-Corruption Laws", "Vacations", "Records", "Successors", "Assigns", "Payments", "Venues", "Non-Disparagement", "Sales", "Arbitration", "Agreements", "Authority", "General", "Governing Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.", "references": ["Representations", "Definitions", "Notices", "Enforcements", "Brokers", "Liens", "Expenses", "Counterparts", "Further Assurances", "Death", "Base Salary", "Taxes", "Positions", "Benefits", "Governing Laws", "Assigns", "Forfeitures", "Agreements", "Intellectual Property", "Sanctions", "Terms", "Titles", "Litigations", "Vesting", "Approvals", "Survival", "Transactions With Affiliates", "General", "Cooperation", "Disability", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "In case any provision in or obligation of this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.", "references": ["Waivers", "Warranties", "Effectiveness", "No Conflicts", "Intellectual Property", "Death", "General", "Withholdings", "Enforceability", "Effective Dates", "Indemnifications", "Vacations", "Defined Terms", "Forfeitures", "Capitalization", "Binding Effects", "Amendments", "Agreements", "Litigations", "Miscellaneous", "Organizations", "Benefits", "Duties", "Transactions With Affiliates", "Vesting", "Liens", "Definitions", "Arbitration", "Approvals", "No Defaults", "Severability"], "gold": ["Severability"]}
+{"input": "Notwithstanding any other provision of this Agreement, the Option shall not be exercisable if the exercise or issuance thereof would result in a violation of any law. The Company will make reasonable efforts to comply with all applicable federal and state securities laws.", "references": ["Waiver Of Jury Trials", "Vesting", "Interpretations", "Miscellaneous", "Entire Agreements", "Non-Disparagement", "Anti-Corruption Laws", "Capitalization", "Death", "Litigations", "Disclosures", "Effective Dates", "Warranties", "Enforceability", "Powers", "Disability", "Participations", "Sanctions", "Benefits", "Transactions With Affiliates", "Assignments", "Books", "Remedies", "Forfeitures", "No Defaults", "Waivers", "No Conflicts", "Titles", "Organizations", "Arbitration", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Manager shall keep and maintain, on an Operating Year basis in accordance with GAAP, accurate books, records and accounts reflecting all of the financial affairs, and all items of income and expense, in connection with the Operation of the Managed Facility and otherwise in a manner consistent with the then existing policies and standards applicable to Other Managed Facilities and Other Managed Resorts and otherwise reasonably acceptable to Tenant. All books of account and other financial records of the Managed Facility shall be available to Tenant, any Leasehold Lender and their respective agents, representatives and designees (subject to Section \u00a08.1 ) at all reasonable times for examination, audit, inspection and copying; provided that Tenant shall bear all Out-Of-Pocket Expenses incurred by Manager or its Affiliates in connection with any such examination, audit, inspection or copying. All of the financial books and records of the Managed Facility, including books of account and front office records shall be the property of Tenant. Notwithstanding anything to the contrary contained in this Agreement, Tenant shall have the right (not more than once per calendar year), at its expense, to or to cause its agents or auditors to carry out an independent audit or inspection of the books of accounts and records and/or any other information maintained by Manager or Services Co (or any of their respective Affiliates that are performing any of the services of Manager or Services Co described hereunder) with respect to the Managed Facility (including, without limitation, all information, records and materials with respect to contracts and engagements entered into by Manager and/or Services Co with Affiliates and/or with respect to Centralized Service Charges and/or purchasing programs, which information shall include terms of all cost allocations between the Managed Facility on the one hand and other hotel properties and casinos owned and/or managed by Manager and its Affiliates (or furnished Centralized Services by Services Co or any Affiliate) and subject to the same agreements and/or purchasing programs on the other hand). In the event of any such audit or inspection, Manager shall promptly respond to any queries raised by any such auditors in relation to that audit and shall promptly make available to any such auditors any and all materials relevant to the management of the Managed Facility.", "references": ["Assigns", "Litigations", "Withholdings", "Indemnifications", "Applicable Laws", "Severability", "Arbitration", "Adjustments", "Miscellaneous", "Notices", "Enforcements", "Consents", "Existence", "Effectiveness", "Publicity", "Enforceability", "Solvency", "Terminations", "Taxes", "Titles", "Specific Performance", "Venues", "Defined Terms", "Remedies", "Interpretations", "Tax Withholdings", "Change In Control", "Subsidiaries", "Disability", "Base Salary", "Records"], "gold": ["Records"]}
+{"input": "No failure or delay on the part of the Lender in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The rights and remedies provided herein are cumulative, and are not exclusive of any other rights, powers, privileges, or remedies, now or hereafter existing, at law or in equity or otherwise.", "references": ["Non-Disparagement", "Expenses", "Subsidiaries", "Definitions", "Organizations", "Litigations", "Death", "Tax Withholdings", "Headings", "Taxes", "Financial Statements", "Specific Performance", "Adjustments", "Modifications", "Arbitration", "Amendments", "Defined Terms", "Authorizations", "Participations", "Venues", "Disability", "Successors", "Agreements", "Waiver Of Jury Trials", "Effectiveness", "Jurisdictions", "Use Of Proceeds", "Capitalization", "Vacations", "Disclosures", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The RSUs shall be vested and nonforfeitable on the Grant Date.", "references": ["Effective Dates", "Compliance With Laws", "Existence", "Notices", "Enforcements", "Non-Disparagement", "Further Assurances", "No Defaults", "General", "Confidentiality", "Erisa", "Representations", "Sanctions", "Books", "Waiver Of Jury Trials", "Financial Statements", "Severability", "Consents", "Indemnity", "Vacations", "Participations", "Warranties", "Assignments", "Construction", "Costs", "Definitions", "Effectiveness", "Interests", "Defined Terms", "Venues", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Lease is made and executed in and is to be construed under the laws of the State of Connecticut.", "references": ["Disability", "Defined Terms", "Books", "Disclosures", "Consent To Jurisdiction", "Enforcements", "Amendments", "Benefits", "Liens", "Positions", "Vacations", "Notices", "Indemnity", "Effectiveness", "Specific Performance", "Expenses", "Counterparts", "Further Assurances", "Transactions With Affiliates", "Arbitration", "Publicity", "Litigations", "Erisa", "Representations", "Sanctions", "Vesting", "Base Salary", "Powers", "Insurances", "Existence", "Construction"], "gold": ["Construction"]}
+{"input": "All notices, approvals, requests, demands and other communications hereunder shall be delivered or made in the manner set forth in, and shall be effective in accordance with the terms of, the Purchase Agreement; provided, that, to the extent any such communication (i) is being made or sent to a Debtor that is not a Company, such communication shall be effective as to such Debtor if made or sent to any Company in accordance with the foregoing or (ii) is being made or sent to Collateral Agent, such communication shall be made to Collateral Agent at the address set forth below Collateral Agent\u2019s signature hereto. Debtors and Collateral Agent may change their respective notice addresses by written notice given to each other party five (5) days prior to the effectiveness of such change.", "references": ["Interpretations", "Sales", "Powers", "Use Of Proceeds", "Approvals", "Cooperation", "Terminations", "Existence", "Modifications", "Closings", "Death", "Non-Disparagement", "Change In Control", "Participations", "Vacations", "Forfeitures", "Consents", "Litigations", "Intellectual Property", "Submission To Jurisdiction", "Positions", "Remedies", "Books", "General", "Solvency", "Employment", "Indemnity", "Representations", "Specific Performance", "Confidentiality", "Notices"], "gold": ["Notices"]}
+{"input": "The SPV, Arrow and each Originator each has the requisite corporate power, authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Transaction Documents (as modified hereby). The execution, delivery and performance by the SPV, Arrow and each Originator of this Amendment and their performance of the Transaction Documents (as modified hereby), have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.", "references": ["Submission To Jurisdiction", "Withholdings", "Positions", "Titles", "Expenses", "Effectiveness", "Records", "No Waivers", "Successors", "Counterparts", "Confidentiality", "Powers", "Effective Dates", "Terms", "Modifications", "Forfeitures", "Warranties", "Waivers", "Erisa", "Taxes", "Anti-Corruption Laws", "Enforcements", "Existence", "Arbitration", "Change In Control", "Closings", "Authorizations", "Tax Withholdings", "Defined Terms", "Participations", "Authority"], "gold": ["Authority"]}
+{"input": "Provided that all consents, approvals, authorizations and other actions described in Section\u00a04.03 have been obtained or taken, except as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by Seller, and the consummation by Seller of the transactions contemplated by this Agreement do not and will not (a) violate or conflict with the organizational documents of Seller or the Company, (b) violate or conflict with any Law or other Governmental Order applicable to Seller or the Company or by which any of them or any of their respective properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, or result in the creation of any Lien (other than a Permitted Lien) on any of the assets or properties of Seller or the Company pursuant to, any Material Contract, other than, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material impairment or delay of the ability of any of Seller or the Seller Parties to perform their material obligations under this Agreement, including consummation of the transactions contemplated hereby.", "references": ["General", "Enforcements", "Positions", "Disclosures", "Intellectual Property", "Releases", "Erisa", "Enforceability", "Headings", "Existence", "Forfeitures", "Consents", "Benefits", "Death", "Costs", "Taxes", "Anti-Corruption Laws", "Capitalization", "Sanctions", "Miscellaneous", "Representations", "Effectiveness", "Binding Effects", "Definitions", "Effective Dates", "Entire Agreements", "Amendments", "Solvency", "Venues", "Disability", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "(a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor or any other Person or any collateral.", "references": ["Entire Agreements", "General", "Authority", "Expenses", "Anti-Corruption Laws", "Sanctions", "Change In Control", "Effective Dates", "Base Salary", "Further Assurances", "No Conflicts", "Publicity", "Benefits", "Interpretations", "Amendments", "Existence", "Insurances", "Disclosures", "Fees", "Applicable Laws", "Litigations", "Integration", "Vesting", "Tax Withholdings", "Miscellaneous", "Effectiveness", "Taxes", "Duties", "No Waivers", "Counterparts", "Waivers"], "gold": ["Waivers"]}
+{"input": "The parties agree that irreparable damage is likely to occur and that the parties will not have an adequate remedy at law in the event that any of the provisions of this Agreement is not performed in accordance with its specific term or is otherwise breached or threatened to be breached.\u00a0 It is accordingly agreed that the parties shall be entitled to injunctive relief, including, but not limited to, a temporary restraining order, preliminary injunction or permanent injunction, to prevent any breach or threatened breach of any obligation pursuant to this Agreement or to enforce specifically the terms and provisions of any obligation arising under this Agreement, this being in addition and without prejudice to any other remedy to which they are entitled at law or in equity.\u00a0 Each party in advance agrees to waive any requirement for the securing of such remedy, including but not limited to the posting of a bond.", "references": ["Applicable Laws", "Vacations", "Erisa", "Arbitration", "Cooperation", "Financial Statements", "Terms", "Benefits", "Releases", "Interpretations", "Disclosures", "Records", "No Conflicts", "Subsidiaries", "Agreements", "General", "Remedies", "Capitalization", "Publicity", "Employment", "Existence", "Participations", "Powers", "Representations", "Indemnity", "Forfeitures", "Governing Laws", "Interests", "Warranties", "Expenses", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "In the event that any term, provision, covenant or restriction of this Agreement, or the application thereof, is held to be illegal, invalid or unenforceable under any present or future applicable law: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.", "references": ["Binding Effects", "Vesting", "Capitalization", "No Waivers", "Representations", "Notices", "Benefits", "Confidentiality", "Survival", "Terms", "Venues", "Authority", "Arbitration", "Amendments", "Records", "Interests", "Cooperation", "Base Salary", "Powers", "Withholdings", "Effectiveness", "Interpretations", "Agreements", "Consent To Jurisdiction", "Vacations", "Approvals", "Sanctions", "Use Of Proceeds", "Indemnifications", "Applicable Laws", "Severability"], "gold": ["Severability"]}
+{"input": "No Restricted Person will use the proceeds of any Loan or any Letter of Credit contrary to any provision of Section \u00a02.4 . Borrower will not request any Loan or Letter of Credit, and Borrower shall not use, and shall procure that its Restricted Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (A)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B)\u00a0to directly or indirectly fund, finance or facilitate any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or (C)\u00a0in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Releases", "Records", "Defined Terms", "Construction", "Liens", "Positions", "Financial Statements", "Fees", "Submission To Jurisdiction", "Employment", "Organizations", "Titles", "Indemnity", "Counterparts", "Vesting", "Amendments", "Survival", "Litigations", "Capitalization", "Indemnifications", "No Waivers", "Authority", "Adjustments", "Enforcements", "Death", "Waiver Of Jury Trials", "Duties", "Transactions With Affiliates", "General", "Consent To Jurisdiction", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "(a) Unless previously terminated, all Commitments shall terminate on the Maturity Date.", "references": ["Consent To Jurisdiction", "Remedies", "No Defaults", "Benefits", "Entire Agreements", "Participations", "Vacations", "Closings", "Disability", "Books", "Interests", "Terms", "Construction", "Fees", "Expenses", "Taxes", "Indemnity", "Waiver Of Jury Trials", "Solvency", "Disclosures", "Indemnifications", "Defined Terms", "Interpretations", "Positions", "Publicity", "Use Of Proceeds", "Employment", "Vesting", "Binding Effects", "Subsidiaries", "Terminations"], "gold": ["Terminations"]}
+{"input": "The \u201c Effective Date \u201d of this Agreement shall be the date an original of this Agreement (or original counterparts of this Agreement) is executed by both Seller and Purchaser and each party has received a fully executed copy thereof. The Effective Date shall be set forth in the introductory paragraph of this Agreement.", "references": ["Terms", "Defined Terms", "Arbitration", "Approvals", "Books", "Releases", "Applicable Laws", "Tax Withholdings", "Further Assurances", "Specific Performance", "Construction", "Remedies", "Fees", "Consents", "General", "Titles", "Effectiveness", "Records", "Death", "Employment", "Non-Disparagement", "Closings", "Subsidiaries", "Disclosures", "Taxes", "Litigations", "No Defaults", "Organizations", "Insurances", "Severability", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i)\u00a0the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vii) )) or (ii)\u00a0the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral following the application of Section 8.03 ; \u00a0 provided , \u00a0 however , (A)\u00a0any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B)\u00a0the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Existence", "Indemnity", "Successors", "Withholdings", "Further Assurances", "Effective Dates", "Closings", "Survival", "Miscellaneous", "Non-Disparagement", "Counterparts", "Waiver Of Jury Trials", "Sales", "Liens", "Use Of Proceeds", "Interests", "Books", "Litigations", "Costs", "Definitions", "Jurisdictions", "Base Salary", "Forfeitures", "Authorizations", "Binding Effects", "Change In Control", "Warranties", "Integration", "Payments", "Fees", "Releases"], "gold": ["Releases"]}
+{"input": "During the Term and for up to one (1) year after the end of the Term, Customer may, at its own expense, during Office Hours and upon reasonable advance notice so as to not unreasonably interfere with the Terminal\u2019s or Owner\u2019s normal business operations, inspect, copy and audit, to the extent each of the following is relevant to Owner\u2019s obligations hereunder, Owner\u2019s books, records, accounts, ledgers, schedules, correspondence and any other documents.\u00a0\u00a0Customer shall reimburse reasonable and documented out-of-pocket costs incurred by Owner in connection with this Section 4.6 .\u00a0\u00a0Owner shall reasonably cooperate with Customer and shall provide such information as may be reasonably requested by Customer under this Section 4.6 .", "references": ["Waiver Of Jury Trials", "No Conflicts", "Warranties", "Sanctions", "Amendments", "Transactions With Affiliates", "Interests", "Closings", "Death", "Consent To Jurisdiction", "No Waivers", "Books", "Headings", "Anti-Corruption Laws", "Jurisdictions", "Powers", "Authority", "Base Salary", "Taxes", "Disability", "Compliance With Laws", "Benefits", "Applicable Laws", "Indemnity", "Withholdings", "Non-Disparagement", "Payments", "Further Assurances", "Severability", "Organizations", "Records"], "gold": ["Records"]}
+{"input": "Except as could not reasonably be expected to have a Material Adverse Effect, the Borrower and each of its Subsidiaries owns, or is licensed to use, or, to the knowledge of the Borrower, can acquire or license on reasonable terms, all Intellectual Property necessary for the conduct of its business as currently conducted. No claim that is likely to result in an adverse determination against the Borrower and, if adversely determined, would reasonably be expected to have a Material Adverse Effect has been asserted in writing and is pending against the Borrower or any of its Subsidiaries by any Person alleging an infringement by the Borrower of such Person\u2019s Intellectual Property or the validity of the Borrower\u2019s right to use any of such Person\u2019s Intellectual Property, nor does the Borrower know of any valid basis for any such claim. To the knowledge of the Borrower, the use of such Intellectual Property by the Borrower and its Subsidiaries does not infringe on the Intellectual Property rights of any Person in any material respect, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Base Salary", "Approvals", "Severability", "Duties", "Definitions", "Governing Laws", "Modifications", "Capitalization", "Subsidiaries", "Successors", "Venues", "Agreements", "Authorizations", "Compliance With Laws", "Applicable Laws", "Entire Agreements", "Fees", "Consent To Jurisdiction", "Use Of Proceeds", "Vacations", "Brokers", "Jurisdictions", "Headings", "Death", "Waiver Of Jury Trials", "Representations", "Binding Effects", "Enforcements", "Sales", "Vesting", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Borrower and each Guarantor shall have delivered to Lender current financial statements for Borrower and each Guarantor certified to be true, correct and complete. Said financial statements must be current within the last twelve (12) months.", "references": ["Insurances", "Remedies", "No Waivers", "Effective Dates", "Effectiveness", "Forfeitures", "Assigns", "Notices", "Indemnifications", "Enforceability", "Jurisdictions", "Cooperation", "Construction", "Change In Control", "Participations", "Vacations", "Benefits", "Waiver Of Jury Trials", "Use Of Proceeds", "Indemnity", "Base Salary", "Further Assurances", "Submission To Jurisdiction", "Disability", "Definitions", "Sales", "Binding Effects", "Expenses", "Applicable Laws", "Tax Withholdings", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "There are no bankruptcy, insolvency, reorganization, receivership or similar procedures pending with respect to, being contemplated by or, to the knowledge of Guarantor, threatened against Guarantor.\u00a0\u00a0Guarantor is not insolvent and will not be rendered insolvent as a result of execution of this Agreement.\u00a0\u00a0Guarantor has the financial capacity to perform all of its obligations under this Agreement.", "references": ["Vacations", "Survival", "Binding Effects", "Remedies", "Use Of Proceeds", "No Conflicts", "Records", "Titles", "Agreements", "Existence", "Effectiveness", "Terms", "Amendments", "Subsidiaries", "Assignments", "Fees", "Non-Disparagement", "Headings", "Notices", "Jurisdictions", "Benefits", "Duties", "Authority", "Miscellaneous", "Interpretations", "Successors", "Releases", "Base Salary", "Closings", "Venues", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower, the Agent and each Initial Lender and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective permitted successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each Lender (and any other attempted assignment or transfer by any party hereto shall be null and void).", "references": ["Indemnifications", "Successors", "Powers", "Vacations", "Titles", "Consents", "Headings", "Solvency", "Survival", "Participations", "Closings", "Death", "Books", "No Conflicts", "Enforcements", "Enforceability", "Modifications", "Compliance With Laws", "Confidentiality", "Severability", "Assigns", "Releases", "Subsidiaries", "Effectiveness", "Liens", "Benefits", "Non-Disparagement", "General", "Payments", "Governing Laws", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The proceeds of the Revolving Loans and the Letters of Credit will be used only to finance the Transaction Costs and to finance the working capital needs, and for general corporate purposes (including Restricted Payments and Permitted Acquisitions as permitted hereunder), of the Company and its Subsidiaries. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails (x)\u00a0a violation of any of the regulations of the Board, including Regulations T, U and X or (y)\u00a0a violation of the applicable legislation governing financial assistance as set forth in Section\u00a05.15 hereof. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and the Company shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent that such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or the European Union or (iii)\u00a0in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Qualifications", "Withholdings", "Forfeitures", "Assigns", "Indemnifications", "Binding Effects", "Further Assurances", "Effectiveness", "Closings", "Terminations", "Defined Terms", "Disclosures", "Definitions", "Transactions With Affiliates", "Interpretations", "Expenses", "Consent To Jurisdiction", "Interests", "Survival", "Integration", "Brokers", "Vacations", "Confidentiality", "Governing Laws", "Participations", "Applicable Laws", "Arbitration", "Employment", "Construction", "Vesting", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. The venue for any action taken with respect to the Agreement shall be any state or federal court in New York County in the State of New York. The Company hereby appoints, without power of revocation, Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105, Fax No.: (212) 370-7889, Attn: Stuart Neuhauser, Esq., as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.", "references": ["Specific Performance", "Powers", "Capitalization", "Defined Terms", "Anti-Corruption Laws", "Costs", "Adjustments", "Consent To Jurisdiction", "Titles", "Records", "Confidentiality", "Financial Statements", "Fees", "Interests", "Approvals", "Agreements", "Successors", "Authorizations", "Waiver Of Jury Trials", "Remedies", "Warranties", "Counterparts", "Erisa", "Books", "Duties", "No Defaults", "Headings", "Effectiveness", "Severability", "Releases", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The obligations of the Underwriters hereunder may be terminated by the Representative by notice given to and received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Sections 7(m), 7(n) and 7(o) shall have occurred or if the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement.", "references": ["Litigations", "Governing Laws", "Payments", "Enforceability", "Consent To Jurisdiction", "Severability", "Costs", "Disability", "Authority", "Change In Control", "Representations", "Construction", "Further Assurances", "Authorizations", "Assigns", "Compliance With Laws", "Withholdings", "Amendments", "Death", "Titles", "Intellectual Property", "Indemnifications", "Non-Disparagement", "Headings", "Organizations", "Waiver Of Jury Trials", "Employment", "Jurisdictions", "Duties", "Counterparts", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Borrower and the Guarantors have the corporate power and authority and legal right to execute and deliver the Loan Documents to which they are a party and to perform their obligations thereunder. The execution and delivery by the Borrower and the Guarantors of the Loan Documents to which they are a party and the performance of their obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents to which the Borrower or such Guarantors are a party constitute legal, valid and binding obligations of the Borrower or such Guarantors enforceable against the Borrower or such Guarantors in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors\u2019 rights generally and general principles of equity.", "references": ["Brokers", "Miscellaneous", "Representations", "General", "Financial Statements", "Interpretations", "Payments", "Consent To Jurisdiction", "No Defaults", "Terms", "Liens", "Intellectual Property", "Vacations", "Taxes", "Indemnifications", "Solvency", "Benefits", "Sanctions", "Qualifications", "Sales", "Positions", "Integration", "Submission To Jurisdiction", "Duties", "Severability", "Fees", "Transactions With Affiliates", "Records", "Binding Effects", "Organizations", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of the State of\u00a0 Wyoming. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in the state of Florida located in Dade County, Florida. Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.", "references": ["Fees", "Arbitration", "Effectiveness", "Erisa", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Subsidiaries", "Financial Statements", "Indemnifications", "Employment", "Interests", "Publicity", "Compliance With Laws", "No Defaults", "Powers", "Effective Dates", "Intellectual Property", "Enforcements", "Assigns", "Organizations", "Liens", "Closings", "Jurisdictions", "Anti-Corruption Laws", "Counterparts", "Sanctions", "Existence", "Remedies", "Withholdings", "Duties", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with the provisions of Section \u00a011 hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i)\u00a0the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto, (ii)\u00a0the preparation, issuance and delivery of the Placement Shares, (iii)\u00a0the qualification of the Placement Shares under securities laws in accordance with the provisions of Section \u00a07(d) of this Agreement, including filing fees (provided, however, that any fees or disbursements of counsel for RBCCM in connection therewith shall be paid by RBCCM except as set forth in (vii)\u00a0below), (iv) the printing and delivery to RBCCM of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, (v)\u00a0the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on Nasdaq, (vi)\u00a0the filing fees and expenses, if any, of the Commission, (vii)\u00a0the filing fees and reasonable associated legal expenses of RBCCM\u2019s outside counsel for filings with the FINRA Corporate Financing Department, such legal expense reimbursement not to exceed $10,000 and, (viii)\u00a0the reasonable fees and disbursements of RBCCM\u2019s counsel in an amount not to exceed $50,000.", "references": ["Assigns", "Use Of Proceeds", "Brokers", "Existence", "Severability", "Taxes", "Liens", "Approvals", "Headings", "Agreements", "Insurances", "Consents", "Amendments", "No Conflicts", "Sales", "Sanctions", "Binding Effects", "Change In Control", "Miscellaneous", "Tax Withholdings", "Applicable Laws", "Terms", "Entire Agreements", "Indemnifications", "Confidentiality", "Defined Terms", "Organizations", "Vesting", "Terminations", "Venues", "Expenses"], "gold": ["Expenses"]}
+{"input": "No brokerage or finder\u2019s fees or commissions are or will be payable by the Sellers or Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.", "references": ["Titles", "Counterparts", "Brokers", "Interests", "Further Assurances", "Cooperation", "Withholdings", "Headings", "Disclosures", "Powers", "Adjustments", "Compliance With Laws", "Insurances", "Releases", "Indemnifications", "Successors", "Vesting", "Jurisdictions", "Authorizations", "Arbitration", "Base Salary", "Qualifications", "Warranties", "Amendments", "Miscellaneous", "Submission To Jurisdiction", "Construction", "Costs", "Interpretations", "Forfeitures", "Fees"], "gold": ["Fees"]}
+{"input": "The Participant acknowledges that, regardless of any action taken by the Corporation or the Employing Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding or liability in connection with any aspect of the Performance Share Award, including the grant, vesting, or settlement of the Performance Share Award or the subsequent sale of Shares (\u201cTax-Related Items\u201d) is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Participant acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any aspect of the Participant\u2019s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Participant has become subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.", "references": ["Interpretations", "Anti-Corruption Laws", "Notices", "Consents", "Terms", "Erisa", "Confidentiality", "Vacations", "No Waivers", "Forfeitures", "Assigns", "Definitions", "Adjustments", "Positions", "Titles", "Entire Agreements", "Payments", "Warranties", "Terminations", "Use Of Proceeds", "Amendments", "Insurances", "Indemnity", "Binding Effects", "Powers", "Cooperation", "Approvals", "Applicable Laws", "Construction", "Vesting", "Taxes"], "gold": ["Taxes"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party (a)\u00a0have been duly authorized by all necessary corporate or other organizational action, and (b)\u00a0do not and will not (i)\u00a0contravene the terms of any of such Person\u2019s Organization Documents, (ii)\u00a0conflict with or result in any breach or contravention of, or require any payment to be made under, (A)\u00a0any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, (iii)\u00a0result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by such Person or any of its Subsidiaries, or (iv)\u00a0violate any material Law.", "references": ["Authority", "Arbitration", "Warranties", "Integration", "Specific Performance", "No Defaults", "Venues", "Effectiveness", "Sales", "Participations", "Taxes", "Binding Effects", "Assignments", "Remedies", "Non-Disparagement", "Consent To Jurisdiction", "Entire Agreements", "Adjustments", "Vacations", "Approvals", "Modifications", "Organizations", "Confidentiality", "Releases", "Death", "Waiver Of Jury Trials", "Notices", "Disability", "Base Salary", "Benefits", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Lease, together with all exhibits hereto, contains the complete agreement of the parties concerning the subject matter, and there are no oral or written understandings, representations, or agreements pertaining thereto which have not been incorporated herein.\u00a0 This Lease creates only the relationship of landlord and tenant between the parties, and nothing herein shall impose upon either party any powers, obligations or restrictions not expressed herein.\u00a0 This Lease shall be construed and governed by the laws of the State of North Carolina.", "references": ["Books", "Indemnifications", "Anti-Corruption Laws", "Binding Effects", "Positions", "Disability", "Organizations", "Agreements", "Authority", "Tax Withholdings", "Intellectual Property", "Taxes", "Cooperation", "Enforcements", "Construction", "General", "Definitions", "Brokers", "Litigations", "Consent To Jurisdiction", "Consents", "Successors", "Submission To Jurisdiction", "Closings", "Duties", "Payments", "Assigns", "Powers", "Transactions With Affiliates", "Interests", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Term, the Company will pay you an annualized base salary (\u201c Annual Base Salary \u201d) at a rate of not less than $775,000, payable in regular installments in accordance with the Company\u2019s customary payroll practices. During the Term, the Annual Base Salary shall be reviewed by the Compensation Committee of Forest City (the \u201c Compensation Committee \u201d), and adjusted, based upon your performance and the Forest City Group\u2019s performance and competitive with industry standards.", "references": ["Vacations", "Capitalization", "Headings", "Expenses", "Terminations", "Qualifications", "Further Assurances", "Effectiveness", "Integration", "Modifications", "Withholdings", "Positions", "Confidentiality", "Authorizations", "Representations", "Enforceability", "Titles", "Jurisdictions", "Waivers", "Venues", "Entire Agreements", "Intellectual Property", "Survival", "Compliance With Laws", "Consents", "Transactions With Affiliates", "Defined Terms", "Costs", "Enforcements", "Brokers", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one agreement. To facilitate execution of this Amendment, the parties may execute and exchange facsimile or e-mailed pdf counterparts of the signature pages and such counterparts shall serve as originals.", "references": ["Taxes", "Consent To Jurisdiction", "Defined Terms", "Headings", "Agreements", "Records", "Definitions", "Assigns", "Governing Laws", "Approvals", "Assignments", "Base Salary", "Miscellaneous", "Enforceability", "Effectiveness", "General", "Death", "Books", "Erisa", "Employment", "Expenses", "No Defaults", "Vesting", "Fees", "Construction", "Liens", "Forfeitures", "No Conflicts", "Powers", "Disclosures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as otherwise provided herein, your Restricted Share Units will vest in full on the earlier of (1) the one (1) year anniversary of the Grant Date, and (2) the date of the Annual General Meeting of shareholders in respect of fiscal 2019, provided in each case that you are a member of the Company\u2019s Board of Directors on such date (or your term of service ends on such date). No credit will be given for periods following Termination of Directorship.", "references": ["Payments", "Warranties", "Vacations", "Approvals", "Arbitration", "Interests", "Duties", "Financial Statements", "Base Salary", "No Defaults", "Positions", "Disclosures", "Assignments", "Brokers", "Fees", "Publicity", "Qualifications", "Taxes", "Authority", "Solvency", "Representations", "Costs", "General", "Powers", "Use Of Proceeds", "Closings", "Terms", "Books", "Capitalization", "Remedies", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or electronic transmission.", "references": ["Amendments", "Jurisdictions", "Binding Effects", "Closings", "Employment", "Use Of Proceeds", "Assignments", "Representations", "Benefits", "Intellectual Property", "Organizations", "Enforceability", "Assigns", "Miscellaneous", "Effective Dates", "Sanctions", "Positions", "No Defaults", "Further Assurances", "Withholdings", "Existence", "Remedies", "Costs", "Terms", "Records", "Non-Disparagement", "Payments", "Taxes", "Interpretations", "Submission To Jurisdiction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "MVC has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by MVC and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of MVC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. No MVC stockholder approvals are required to consummate the transactions contemplated hereby.", "references": ["Miscellaneous", "Books", "Confidentiality", "Sanctions", "Waiver Of Jury Trials", "Counterparts", "Withholdings", "Notices", "General", "Payments", "No Defaults", "Assigns", "Specific Performance", "Brokers", "Change In Control", "Submission To Jurisdiction", "Expenses", "Terminations", "Subsidiaries", "Publicity", "Modifications", "Compliance With Laws", "No Waivers", "Sales", "Headings", "Anti-Corruption Laws", "Fees", "Warranties", "No Conflicts", "Transactions With Affiliates", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Parties agree that this Agreement shall not be disclosed to any Person other than (i) the Company and the Backstopper and their respective applicable officers, directors, employees, Affiliates, members partners, attorneys, accountants, agents and advisors, (ii) Persons that have entered into non-disclosure or similar agreements with a Party agreeing not to disclose information related to this Agreement or the transactions contemplated by this Agreement, and (iii) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (in which case the Company and the Backstopper agree, to the extent permitted by law, to inform each other promptly in advance thereof (other than in connection with any audit or examination by bank accountants or any governmental, regulatory or self-regulatory authority exercising examination or regulatory authority over a Party)).", "references": ["Brokers", "Base Salary", "Applicable Laws", "No Conflicts", "Intellectual Property", "Definitions", "Non-Disparagement", "Existence", "Compliance With Laws", "Effectiveness", "Further Assurances", "Miscellaneous", "Erisa", "Taxes", "Tax Withholdings", "Anti-Corruption Laws", "Indemnity", "Disability", "Withholdings", "Amendments", "Payments", "Notices", "Solvency", "Employment", "Financial Statements", "Headings", "Change In Control", "Agreements", "Use Of Proceeds", "Interpretations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to Section 15(d) of the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to as the \u201c SEC Documents \u201d). The Company has made available to the Investor through the SEC\u2019s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).", "references": ["Disability", "Consents", "Effectiveness", "Enforcements", "Compliance With Laws", "Employment", "Effective Dates", "Miscellaneous", "Vesting", "Specific Performance", "Arbitration", "Cooperation", "Sales", "Fees", "Notices", "Consent To Jurisdiction", "Withholdings", "Defined Terms", "Governing Laws", "Litigations", "Subsidiaries", "Taxes", "Books", "Existence", "Solvency", "Positions", "Costs", "Non-Disparagement", "Submission To Jurisdiction", "Interpretations", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Tenant agrees to maintain at all times public liability insurance on an occurrence basis against all claims and demands for personal injury liability (including, without limitation, bodily injury, sickness, disease, and death) and damage to property which may be claimed to have occurred on the Premises in the event of injury to any number of persons or damage to property, arising out of any one occurrence, which shall, at the beginning of the Term, be at least equal to $2,000,000, and to name Landlord and any mortgagees designated by Landlord as additional insureds and furnish Landlord and any Landlord mortgagee with the proof thereof; such insurance shall contain a provision that the Landlord, and each such mortgagee although named as an insured, shall nevertheless be entitled to recovery under said policy for any loss occasioned to it, its servants, agents and employees by reason of the negligence of the Tenant; all insurance required under the terms of this Lease shall be effected with insurers having a general policyholders rating of not less than A in AM Best\u2019s latest rating guide and shall not be canceled or modified without at least thirty (30)\u00a0days\u2019 prior written notice to each insured or additional insured named therein. Tenant shall provide Landlord with certificates of all insurance required to be carried by Tenant under the Lease at or prior to the Commencement Date and at least thirty (30)\u00a0days prior to the expiration of each such policy. At the expiration of the fifth Lease Year, Landlord shall have the right to engage a recognized insurance consultant at Landlord\u2019s expense to determine whether the amount and types of coverage required of Tenant under this Lease continue to be commercially reasonably adequate to protect the interests of Landlord (it being agreed that such insurance requirements are adequate as of the date of this Lease). In the event such consultant recommends changes in coverage and/or amounts pursuant to the foregoing, Tenant will use commercially reasonable efforts to procure insurance reflecting the consultant\u2019s recommendations.", "references": ["No Waivers", "Employment", "Specific Performance", "Benefits", "Change In Control", "Sales", "Books", "Positions", "Capitalization", "Taxes", "Jurisdictions", "Arbitration", "Assignments", "Titles", "Binding Effects", "Indemnifications", "Forfeitures", "Erisa", "Solvency", "Agreements", "Waivers", "Submission To Jurisdiction", "Effective Dates", "Authorizations", "Base Salary", "Brokers", "Construction", "Costs", "Sanctions", "Tax Withholdings", "Insurances"], "gold": ["Insurances"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i)\u00a0the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Credit Lender (or, as appropriate, its assignee following compliance with Section \u00a010.06(b)(vi) )) or (ii)\u00a0the Administrative Agent\u2019s good faith determination that there exists excess Cash Collateral; provided , however , (x)\u00a0that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section \u00a02.14 may be otherwise applied in accordance with Section \u00a08.03 ), and (y)\u00a0the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Notices", "No Conflicts", "Vacations", "Amendments", "Cooperation", "Approvals", "Representations", "General", "Headings", "Terminations", "Counterparts", "Submission To Jurisdiction", "Disclosures", "Disability", "Remedies", "Waiver Of Jury Trials", "Subsidiaries", "Withholdings", "Death", "Positions", "Consent To Jurisdiction", "Authorizations", "Agreements", "Governing Laws", "Tax Withholdings", "Defined Terms", "Entire Agreements", "Sales", "Interests", "Forfeitures", "Releases"], "gold": ["Releases"]}
+{"input": "Such Originator will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably be expected to have a Material Adverse Effect.", "references": ["Integration", "Consents", "Costs", "Sanctions", "Venues", "Adjustments", "Warranties", "Agreements", "Forfeitures", "Transactions With Affiliates", "Base Salary", "Qualifications", "Use Of Proceeds", "Anti-Corruption Laws", "Headings", "Expenses", "Interpretations", "Definitions", "Non-Disparagement", "Terms", "Titles", "Sales", "Disclosures", "Jurisdictions", "Miscellaneous", "Employment", "Brokers", "Vacations", "Change In Control", "Indemnifications", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Section 6(i) of the Disclosure Schedule identifies each patent or patent registration that has been issued or licensed to and owned by each of the Companies with respect to any of its intellectual property, identifies each pending patent application or application for registration \u2013 including the jurisdiction and patent number - that each of the Companies has made with respect to any of its intellectual property and identifies each license, agreement or other permission that each of the Companies has granted to any third party with respect to any of its intellectual property. Each of the Sellers and the Companies is the absolute beneficial owner of all right, title and interest in and to and have the right to use each of the Companies\u2019 intellectual property with no breaks in chain of title with good and marketable title, free and clear of any Liens or claims of any kind whatsoever. The use of any of the Companies\u2019 intellectual property, to the Sellers\u2019 and Companies\u2019 knowledge, does not breach, violate, infringe or interfere with or constitute a misappropriation of any valid rights arising under any of the intellectual property of any other Person. Without limiting the foregoing, none of the Sellers or none of the Companies has put any other Person on notice of actual or potential infringement, violation or misappropriation of any of the Companies\u2019 intellectual property and none of the Sellers or none of the Companies has initiated the enforcement of any claim with respect to any of the Companies\u2019 intellectual property. To the knowledge of the Sellers and the Companies, each of the Companies\u2019 intellectual property is all the intellectual property necessary for the operation of each of the Companies\u2019 Businesses as it is currently conducted. Each of the Sellers has taken reasonable precautions to protect the secrecy, confidentiality and value of each of the Companies\u2019 intellectual property consisting of trade secrets and confidential information. There are no pending or, to any of Sellers and the Companies\u2019 knowledge, threatened claims against the Sellers or the Companies asserted by any other Person relating to the Companies\u2019 intellectual property, including any claims of adverse ownership, invalidity, infringement, misappropriation, violation or other opposition to or conflict with such intellectual property; none of the Sellers or the Companies has received any written notice from any Person that each of the Companies\u2019 Businesses, the use of each of the Companies\u2019 intellectual property, or the manufacture, use or sale of any product or the performance of any service by any of the Sellers infringes upon, violates or constitutes a misappropriation of, or may infringe upon, violate or constitute a misappropriation of, or otherwise interfere with, any other intellectual property of any other Person.", "references": ["Enforceability", "Releases", "Liens", "Jurisdictions", "Miscellaneous", "Specific Performance", "Interpretations", "Cooperation", "Duties", "Remedies", "Powers", "Assigns", "Effective Dates", "Expenses", "Brokers", "Books", "Positions", "Disability", "Integration", "Consent To Jurisdiction", "Withholdings", "Existence", "Notices", "No Waivers", "Vacations", "Applicable Laws", "Insurances", "Modifications", "Death", "Sanctions", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Each of the Borrower and its Subsidiaries has filed all federal and all state and local Tax returns required to be filed and has paid or made provision for the payment of all taxes due and payable pursuant to such returns and pursuant to any assessments made against it or any of its property and all other Taxes, fees and other charges imposed on it or any of its property by any governmental authority (other than taxes, fees or charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower). No Tax Liens have been filed and no material claims are being asserted with respect to any such taxes, fees or charges. The charges, accruals and reserves on the books of the Borrower in respect of Taxes and other governmental charges are adequate, and the Borrower is not aware of any proposed material Tax assessment against the Borrower or any Subsidiary or any basis therefor.", "references": ["Further Assurances", "Fees", "Definitions", "Solvency", "Benefits", "Severability", "Jurisdictions", "Positions", "Assigns", "Non-Disparagement", "Agreements", "Waivers", "Disclosures", "Closings", "Disability", "Erisa", "Consents", "Existence", "Use Of Proceeds", "Compliance With Laws", "Successors", "Vesting", "Releases", "Specific Performance", "Headings", "Authorizations", "Terminations", "Indemnity", "Interests", "Participations", "Taxes"], "gold": ["Taxes"]}
+{"input": "There is no action pending against, affecting or, to the knowledge of Buyer, threatened against it or any of its properties before any court or arbitrator or any governmental body, agent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement or would materially adversely affect Buyer\u2019s ability to consummate the transactions contemplated hereby.", "references": ["Submission To Jurisdiction", "Jurisdictions", "Powers", "Headings", "Terms", "Integration", "Interests", "No Conflicts", "Assignments", "Compliance With Laws", "Transactions With Affiliates", "Financial Statements", "Interpretations", "Arbitration", "Agreements", "Insurances", "Representations", "Adjustments", "Assigns", "Modifications", "Tax Withholdings", "Construction", "Consent To Jurisdiction", "Governing Laws", "Duties", "Publicity", "Capitalization", "Approvals", "Non-Disparagement", "Notices", "Litigations"], "gold": ["Litigations"]}
+{"input": "Pursuant to rules and procedures that the Company establishes, tax or other withholding obligations arising upon vesting and settlement (as applicable) of the RSUs may be satisfied, in the Committee\u2019s sole discretion, by having the Company withhold Common Shares, tendering Common Shares or by having the Company withhold cash if the Company provides for a cash withholding option, in each case in an amount sufficient to satisfy the tax or other withholding obligations. Common Shares withheld or tendered will be valued using the Fair Market Value of the Common Shares on the date the RSUs settle. In order to comply with applicable accounting standards or the Company's policies in effect from time to time, the Company may limit the amount of Common Shares that the Participant may have withheld or that the Participant may tender. The Participant acknowledges that, if he or she is subject to taxes in more than one jurisdiction, the Company may be required to withhold or account for taxes in more than one jurisdiction.", "references": ["Costs", "Duties", "Taxes", "Survival", "Interests", "Integration", "Publicity", "Solvency", "Authority", "Assigns", "Cooperation", "Enforcements", "Amendments", "Transactions With Affiliates", "Qualifications", "Notices", "Representations", "Consents", "Terms", "Effectiveness", "Closings", "Adjustments", "Sanctions", "Subsidiaries", "Assignments", "Liens", "Employment", "Effective Dates", "Indemnity", "Remedies", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Chemical shall pay Executive an annual base salary of one dollar ($1.00) (the \u201c Base Salary \u201d), which shall be paid on the first regular pay date after September 1 each year; provided, however, that effective July 1, 2018, Executive\u2019s Base Salary shall be increased to nine hundred and fifty thousand dollars ($950,000), prorated for any partial year, subject to required payroll deductions and tax withholdings, payable in weekly, bi-weekly or semi-monthly installments in accordance with Chemical\u2019s normal payroll practices. Executive\u2019s Base Salary shall be reviewed from time to time by the Board (and no less often than annually) beginning in 2019 and may be increased in the sole discretion of the Compensation Committee of the Board (the \u201c Compensation Committee \u201d).", "references": ["Litigations", "Waivers", "Death", "Consents", "Notices", "Use Of Proceeds", "Representations", "Fees", "Subsidiaries", "No Waivers", "Binding Effects", "Submission To Jurisdiction", "Authority", "Terms", "Arbitration", "Warranties", "Forfeitures", "Positions", "Books", "Anti-Corruption Laws", "Construction", "Sanctions", "Disclosures", "Compliance With Laws", "Entire Agreements", "Liens", "Benefits", "Effectiveness", "Interpretations", "Authorizations", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Neither Buyer nor any Person acting on Buyer\u2019s behalf has paid or become obligated to pay any fee or commission to any third party broker, finder or intermediary for or on account of this Agreement or the transactions contemplated hereby.", "references": ["Solvency", "Survival", "Books", "Jurisdictions", "Consents", "Indemnifications", "Non-Disparagement", "Adjustments", "Integration", "Use Of Proceeds", "Taxes", "Approvals", "Warranties", "Sanctions", "Publicity", "Intellectual Property", "Headings", "Fees", "Governing Laws", "Assigns", "Tax Withholdings", "Successors", "Indemnity", "Disability", "Enforcements", "Arbitration", "Titles", "Effectiveness", "Notices", "Forfeitures", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Agreement may be signed in counterparts, each of which shall be an original, with the effect as if the signatures thereto and hereto were upon the same instrument. Signatures conveyed by facsimile or PDF file shall constitute original signatures.", "references": ["Use Of Proceeds", "Agreements", "Financial Statements", "Amendments", "Existence", "Anti-Corruption Laws", "Closings", "Enforcements", "Participations", "Warranties", "No Defaults", "Litigations", "Waiver Of Jury Trials", "Base Salary", "Adjustments", "Successors", "Indemnity", "Qualifications", "Notices", "Effectiveness", "Submission To Jurisdiction", "Authority", "Sanctions", "General", "Enforceability", "Representations", "Defined Terms", "Jurisdictions", "Miscellaneous", "Change In Control", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. \u201cpdf\u201d or \u201ctif\u201d) shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Approvals", "Existence", "Disclosures", "Capitalization", "Effective Dates", "Terminations", "Consent To Jurisdiction", "Governing Laws", "Benefits", "Survival", "Indemnifications", "Notices", "Binding Effects", "Taxes", "Agreements", "Books", "Amendments", "Successors", "Adjustments", "No Defaults", "Confidentiality", "Authority", "Defined Terms", "Specific Performance", "Insurances", "Assignments", "Employment", "Change In Control", "Forfeitures", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement and the schedules and exhibits hereto constitute the entire agreement and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and, except as otherwise expressly provided herein, are not intended to confer upon any other Person any rights or remedies hereunder.", "references": ["Integration", "General", "Withholdings", "Enforceability", "Venues", "Successors", "Adjustments", "Agreements", "Applicable Laws", "Indemnifications", "Benefits", "Waivers", "Remedies", "Expenses", "Closings", "Records", "Vesting", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Governing Laws", "Base Salary", "Assignments", "Counterparts", "Liens", "Assigns", "Specific Performance", "Capitalization", "Headings", "Qualifications", "Transactions With Affiliates", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (a) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Delinquent Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with \u00a715.1.2)) or (b) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however, (i) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (ii) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Assignments", "Specific Performance", "Capitalization", "Brokers", "Approvals", "Notices", "Waivers", "Successors", "Compliance With Laws", "Consent To Jurisdiction", "Disability", "Submission To Jurisdiction", "Sanctions", "General", "No Defaults", "Litigations", "Cooperation", "Binding Effects", "Sales", "Organizations", "Enforcements", "Financial Statements", "Intellectual Property", "Tax Withholdings", "Venues", "Representations", "Publicity", "Qualifications", "Amendments", "Authority", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement and the other agreements and documents referred to herein are 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 hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Company or any of its Affiliates or any Purchaser or any of its Affiliates set forth herein or therein. This Agreement and the other agreements and documents referred to herein supersede all prior agreements and understandings between the parties with respect to such subject matter.", "references": ["Venues", "Adjustments", "Costs", "Definitions", "Intellectual Property", "Solvency", "Brokers", "Binding Effects", "Notices", "Warranties", "Tax Withholdings", "Miscellaneous", "No Conflicts", "Sales", "Waiver Of Jury Trials", "Waivers", "Disability", "Existence", "Submission To Jurisdiction", "Governing Laws", "Amendments", "Remedies", "Organizations", "Effective Dates", "Releases", "Base Salary", "Powers", "Enforcements", "Non-Disparagement", "Withholdings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If any provision of this Agreement should be deemed to exceed the authority granted to the Company by Ohio law in effect as of the date hereof, then such provision shall be deemed to be amended to the extent (and only to the extent) necessary to comply with Ohio law. The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any federal, state, local or foreign law shall be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words \u201cinclude,\u201d \u201cincludes,\u201d and \u201cincluding\u201d shall be deemed to be followed by \u201cwithout limitation.\u201d Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. The words \u201cthis Agreement,\u201d \u201cherein,\u201d \u201chereof,\u201d \u201chereby,\u201d \u201chereunder\u201d and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty and covenant contained herein will have independent significance. If either party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.", "references": ["Interpretations", "Warranties", "Consent To Jurisdiction", "Effectiveness", "Submission To Jurisdiction", "Non-Disparagement", "Approvals", "Base Salary", "Binding Effects", "Closings", "Death", "General", "Sales", "Powers", "Adjustments", "Brokers", "Withholdings", "Specific Performance", "Disability", "Records", "Vacations", "Sanctions", "Transactions With Affiliates", "Enforcements", "Insurances", "Authorizations", "Financial Statements", "Modifications", "No Conflicts", "Representations", "Construction"], "gold": ["Construction"]}
+{"input": "Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent\u2019s, such Lender\u2019s and such Transferee\u2019s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective permitted Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.16 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.", "references": ["Vacations", "Assigns", "Warranties", "Counterparts", "No Conflicts", "Records", "Adjustments", "Authority", "Amendments", "Liens", "Transactions With Affiliates", "Positions", "Binding Effects", "Sales", "Entire Agreements", "Releases", "Terms", "Expenses", "Cooperation", "No Waivers", "Costs", "Disclosures", "Notices", "Jurisdictions", "Integration", "Financial Statements", "Erisa", "Specific Performance", "Base Salary", "Successors", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "(a) Each Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including the reasonable fees and disbursements of counsel to the Collateral Agent and the Administrative Agent, in each case, to the extent any U.S. Borrower would be required to do so pursuant to Subsection 11.5 of the Credit Agreement.", "references": ["Participations", "Further Assurances", "Authorizations", "Assigns", "Employment", "Forfeitures", "Base Salary", "Severability", "Approvals", "Sanctions", "Interests", "Submission To Jurisdiction", "Death", "Non-Disparagement", "Use Of Proceeds", "Applicable Laws", "No Defaults", "Publicity", "Litigations", "Liens", "Waivers", "Jurisdictions", "Brokers", "Authority", "Positions", "Arbitration", "Effective Dates", "No Conflicts", "Existence", "Sales", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable independent insurers insurance against losses or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons, except where such failure to maintain such insurance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will deliver to the Lender an endorsement in respect of its liability insurance with respect to the Mortgaged Property in form and substance reasonably satisfactory to the Lender within 30 days of the Closing Date.", "references": ["Survival", "Severability", "Titles", "Enforceability", "Payments", "Compliance With Laws", "Effective Dates", "Counterparts", "Expenses", "Consent To Jurisdiction", "Duties", "Representations", "Forfeitures", "Litigations", "Cooperation", "Interpretations", "Vesting", "Sales", "Terms", "Assignments", "Effectiveness", "Binding Effects", "Records", "Death", "Positions", "Tax Withholdings", "Sanctions", "Capitalization", "Intellectual Property", "Subsidiaries", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement shall be construed according to the laws of the State of Delaware and all provisions hereof shall be administered according to and its validity shall be determined under, the laws of such State, except where preempted by federal laws.", "references": ["Expenses", "No Defaults", "Defined Terms", "Adjustments", "Disability", "Qualifications", "Vesting", "Powers", "Change In Control", "Insurances", "Capitalization", "Closings", "Effectiveness", "Interpretations", "Authority", "No Conflicts", "Amendments", "Counterparts", "Effective Dates", "Vacations", "Releases", "Liens", "Benefits", "Payments", "Death", "Confidentiality", "Transactions With Affiliates", "Books", "Subsidiaries", "Applicable Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Executive hereby represents that from and after the Effective Date the performance of the Executive\u2019s duties hereunder will not breach any other agreement to which the Executive is a party. The Executive acknowledges that the Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company or any of its Affiliates other than those contained in writing herein, and has entered into this Agreement freely based on the Executive\u2019s own judgment. The Executive agrees not to disclose the terms or existence of this Agreement to any Person unless the Company agrees to such disclosure in advance and in writing; provided that the Executive may, without such permission, make such disclosures as are required by applicable law, including disclosures to taxing agencies, and disclose the terms of this Agreement to the Executive\u2019s attorney(s), accountant(s), tax advisor(s), and other professional service provider(s), and to members of the Executive\u2019s immediate family, as reasonably necessary; provided, further, that the Executive instructs such Person(s) that the terms of this Agreement are strictly confidential and are not to be revealed to anyone else except as required by applicable law.", "references": ["Employment", "Defined Terms", "Severability", "Disclosures", "Litigations", "Definitions", "Terminations", "Arbitration", "Warranties", "Assigns", "Tax Withholdings", "Representations", "Participations", "No Defaults", "Closings", "Notices", "Use Of Proceeds", "Subsidiaries", "Books", "Fees", "Change In Control", "Integration", "Payments", "Transactions With Affiliates", "Governing Laws", "Authorizations", "Interpretations", "Further Assurances", "Sales", "Approvals", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "As of the date hereof, the authorized common stock of \u00a0the Company consists of 150,000,000 authorized shares of Class A Common Stock, $0.001 par value per share, of which 66,145,695 shares are issued and outstanding; and 377,817 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .", "references": ["Vesting", "Sales", "Representations", "Costs", "Arbitration", "Further Assurances", "Participations", "Tax Withholdings", "Expenses", "Assignments", "Integration", "Effective Dates", "Closings", "Use Of Proceeds", "Qualifications", "Agreements", "Litigations", "Indemnifications", "Amendments", "Benefits", "Consents", "Enforcements", "Authority", "Vacations", "Waivers", "Powers", "Jurisdictions", "Disclosures", "Releases", "Interpretations", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "No waiver by the Company of any breach of this Agreement by Executive shall constitute a waiver of any subsequent breach.", "references": ["Notices", "Governing Laws", "Withholdings", "Brokers", "Books", "Indemnity", "Closings", "Effectiveness", "Erisa", "Assigns", "Assignments", "Liens", "Approvals", "Further Assurances", "Cooperation", "Existence", "Litigations", "Waivers", "Transactions With Affiliates", "Indemnifications", "Construction", "Sanctions", "Disability", "Payments", "Releases", "Applicable Laws", "Powers", "Sales", "Miscellaneous", "Waiver Of Jury Trials", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "BALC may, at any time and without the consent of, but with notice (to the extent required pursuant to Section 8.5 of the Agreement) to, Guarantor, assign all or any portion of its rights hereunder to any other party to which all or any portion of the Obligations are transferred, assigned or negotiated (an \"Assignee\" ) but only in connection with the assignment of the Obligations. Guarantor shall promptly execute and deliver to BALC or its Assignee an acknowledgment of assignment in form and substance satisfactory to the requesting party which, among other things, reaffirms the basic terms and conditions of the Obligations and this Guaranty, and shall comply with the reasonable demands of BALC or any such Assignee in order to perfect any such assignment or transfer. This Guaranty shall not be deemed to create any right in any party except as provided herein and shall inure to the benefit of, and be binding upon, the successors and assigns of Guarantor and BALC, provided that Guarantor shall not assign or delegate any of its rights or obligations hereunder without the prior written consent of BALC.", "references": ["Intellectual Property", "Headings", "Interests", "Agreements", "Use Of Proceeds", "Non-Disparagement", "Closings", "Survival", "Enforcements", "Disability", "Positions", "Consent To Jurisdiction", "Cooperation", "Releases", "Effective Dates", "Erisa", "Integration", "Definitions", "Counterparts", "No Conflicts", "Death", "Financial Statements", "Assigns", "Subsidiaries", "Participations", "No Defaults", "Capitalization", "Indemnity", "Transactions With Affiliates", "Publicity", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Amendment shall be governed and construed according to the laws of the state of Iowa and shall bind and inure to the benefit of the permitted successors and assigns of the undersigned.", "references": ["Positions", "Use Of Proceeds", "Employment", "Vesting", "Fees", "Liens", "Consent To Jurisdiction", "Insurances", "Compliance With Laws", "Assignments", "Warranties", "Representations", "Intellectual Property", "No Defaults", "General", "Submission To Jurisdiction", "Waivers", "Publicity", "Indemnity", "Interests", "Confidentiality", "Counterparts", "Change In Control", "Survival", "Payments", "Waiver Of Jury Trials", "Defined Terms", "Releases", "Specific Performance", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Purchaser has taken all necessary and appropriate action to enable it to enter into, execute, deliver and perform this Agreement and the other Transactional Documents and the transactions contemplated hereby and thereby. The execution and performance of this Agreement and the other Transaction Documents by Purchaser will not violate any applicable Law and no consent of or notice to any Person is required in connection therewith.", "references": ["Entire Agreements", "Existence", "Construction", "Severability", "Arbitration", "Defined Terms", "Withholdings", "Specific Performance", "Publicity", "Employment", "Duties", "Compliance With Laws", "Titles", "Tax Withholdings", "Transactions With Affiliates", "Disclosures", "Non-Disparagement", "Binding Effects", "Assigns", "No Defaults", "Definitions", "Brokers", "Liens", "Qualifications", "Representations", "Miscellaneous", "Expenses", "Records", "Cooperation", "Counterparts", "Authority"], "gold": ["Authority"]}
+{"input": "If the Aggregate Commitments are increased in accordance with this Section, the Lead Administrative Agent and the Borrower shall determine the effective date (the \u201c Increase Effective Date \u201d) and the final allocation of such increase. The Lead Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.", "references": ["Closings", "Death", "Sanctions", "Use Of Proceeds", "Further Assurances", "Binding Effects", "General", "Positions", "Disclosures", "Approvals", "Duties", "No Conflicts", "Taxes", "Publicity", "Terms", "Tax Withholdings", "Withholdings", "Representations", "Titles", "Survival", "Indemnity", "Agreements", "Consent To Jurisdiction", "Remedies", "No Defaults", "Terminations", "Litigations", "Financial Statements", "Payments", "Sales", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The Superior Industries International, Inc. 2008 Equity Incentive Plan was originally approved by the Company\u2019s shareholders at the 2008 Annual Meeting of shareholders and became effective on May\u00a030, 2008 (the \u201cOriginal Plan\u201d). The Original Plan was subsequently amended and restated and re-approved by the Company\u2019s shareholders at the 2013 Annual Meeting (the \u201cAmended and Restated Plan\u201d). The Amended and Restated Plan is further amended and restated hereby in order to, among other things, (i)\u00a0rename the Plan to the Superior Industries International, Inc. 2018 Equity Incentive Plan, (ii)\u00a0extend the termination date of the Plan, (iii)\u00a0increase the number of Shares available for issuance pursuant to Awards granted under the Plan and (iv)\u00a0expand the types of Awards that may be granted under the Plan. Subject to the approval of the Company\u2019s shareholders at the 2018 Annual Meeting, the Plan, as amended and restated hereby, will become effective on the date that it is approved by the Company\u2019s shareholders (the \u201cEffective Date\u201d).", "references": ["Cooperation", "Waivers", "Vacations", "Indemnifications", "Notices", "Titles", "Interests", "Taxes", "Existence", "Effectiveness", "Interpretations", "Duties", "Fees", "No Defaults", "Enforceability", "Participations", "Construction", "Anti-Corruption Laws", "Remedies", "Intellectual Property", "Forfeitures", "Approvals", "Counterparts", "Books", "Governing Laws", "Terms", "Warranties", "Benefits", "Representations", "Defined Terms", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Except as otherwise provided in this Agreement, the Company shall indemnify and advance Expenses to Indemnitee to the fullest extent permitted by Minnesota law, including Section 302A.521 of the Minnesota Statutes, as such law may from time to time be amended, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Proceeding by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Proceedings brought by or in the right of the Company, Proceedings brought by third parties, and Proceedings in which the Indemnitee is solely a witness. The Company shall indemnify Indemnitee against all Expenses, and shall advance Expenses to Indemnitee, in each case if Indemnitee is determined to have met the standard of conduct set forth in Section 6(a).", "references": ["Consent To Jurisdiction", "Tax Withholdings", "Use Of Proceeds", "Venues", "Jurisdictions", "Subsidiaries", "Expenses", "Withholdings", "Further Assurances", "Non-Disparagement", "Releases", "Applicable Laws", "Representations", "Counterparts", "Brokers", "Powers", "Litigations", "Records", "Assignments", "Indemnity", "Forfeitures", "No Waivers", "Taxes", "Consents", "Erisa", "Arbitration", "Financial Statements", "Effective Dates", "Submission To Jurisdiction", "Modifications", "General"], "gold": ["General"]}
+{"input": "Subject to the Executive\u2019s continued employment through the date such Change in Control occurs, in the event of a Change in Control that occurs prior to the Death or Disability Vesting Date, the Applicable Vesting Date for purposes of Section\u00a03 in respect of the First Tranche, Second Tranche and Third Tranche shall be the date on which the Change in Control occurs (the \u201c Change in Control Vesting Date \u201d). In any such event, the formula for determining the total number of PSUs that may vest and become payable with respect to each of the First Tranche, Second Tranche and Third Tranche, as applicable, will equal ( x )\u00a0the number of PSUs credited to the Executive under this Agreement with respect to such tranche as of the Change in Control Vesting Date times the Payout Percentage set forth in the TSR Table set forth in Section\u00a03 ( provided that the Change in Control Price shall be used to determine the Company\u2019s Fair Market Value as of the Applicable Vesting Date instead of the average Fair Market Value of a share of Stock for the period beginning on May\u00a01 and ending on the Applicable Vesting Date) multiplied by ( y )\u00a0a fraction, the numerator of which is the number of days from July\u00a01, 2018 through the Change in Control Vesting Date and the denominator of which is the number of days in the Applicable Performance Period.", "references": ["Further Assurances", "Indemnifications", "Use Of Proceeds", "Severability", "No Defaults", "Counterparts", "Notices", "Sanctions", "Compliance With Laws", "Financial Statements", "Non-Disparagement", "Remedies", "Assigns", "Positions", "Litigations", "Vacations", "Books", "Publicity", "Interpretations", "Warranties", "Effective Dates", "Employment", "Intellectual Property", "Disclosures", "Authority", "Cooperation", "Assignments", "Forfeitures", "Brokers", "Specific Performance", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.\u00a0 The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.", "references": ["Records", "Defined Terms", "Waivers", "Vesting", "Indemnity", "Organizations", "Transactions With Affiliates", "Qualifications", "No Defaults", "Releases", "Titles", "Duties", "Modifications", "Waiver Of Jury Trials", "Litigations", "General", "Subsidiaries", "Submission To Jurisdiction", "Disability", "Binding Effects", "Interpretations", "Assigns", "Forfeitures", "Closings", "Interests", "Vacations", "Confidentiality", "Solvency", "Taxes", "Representations", "Notices"], "gold": ["Notices"]}
+{"input": "Natur and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Natur and the Subsidiaries are engaged. \u00a0Neither Natur nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.", "references": ["Warranties", "Representations", "Cooperation", "No Defaults", "Fees", "Interests", "Counterparts", "Further Assurances", "Transactions With Affiliates", "Interpretations", "Solvency", "Benefits", "Costs", "Notices", "Subsidiaries", "Powers", "Headings", "Brokers", "Venues", "Capitalization", "Intellectual Property", "Miscellaneous", "Definitions", "Indemnifications", "Titles", "Expenses", "Disability", "Payments", "Sanctions", "Amendments", "Insurances"], "gold": ["Insurances"]}
+{"input": "Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement hereunder or under the other Loan Documents shall constitute Obligations secured by the Collateral. The indemnity obligations of each Grantor contained in this Article VI shall continue in full force and effect notwithstanding the full payment of all of the other Obligations and notwithstanding the full payment of all the Notes issued, and Loans made, under the Credit Agreement and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.", "references": ["Liens", "Authorizations", "Integration", "Transactions With Affiliates", "Anti-Corruption Laws", "Fees", "Headings", "Publicity", "Qualifications", "No Conflicts", "Benefits", "Specific Performance", "No Defaults", "Subsidiaries", "Payments", "Change In Control", "Vesting", "Interests", "Disclosures", "Duties", "Use Of Proceeds", "Intellectual Property", "Taxes", "Enforceability", "Severability", "Authority", "Sanctions", "Erisa", "Costs", "Withholdings", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement has been duly executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors\u2019 rights generally and general principles of equity.", "references": ["Consent To Jurisdiction", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Fees", "Disability", "Confidentiality", "Brokers", "Survival", "Binding Effects", "Enforceability", "Intellectual Property", "Severability", "Closings", "No Defaults", "No Waivers", "Amendments", "Participations", "Terms", "Organizations", "Construction", "Venues", "Defined Terms", "Cooperation", "Subsidiaries", "Death", "Benefits", "Interests", "Anti-Corruption Laws", "Disclosures", "Applicable Laws", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "No failure or delay by the Administrative Agent or any other Holder of Guaranteed Obligations in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.\u00a0 The rights and remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.", "references": ["Severability", "Integration", "Change In Control", "Effectiveness", "Non-Disparagement", "Financial Statements", "Erisa", "Specific Performance", "Terms", "Compliance With Laws", "Base Salary", "Closings", "Anti-Corruption Laws", "Organizations", "Liens", "Authorizations", "Participations", "Effective Dates", "Benefits", "Insurances", "Confidentiality", "Forfeitures", "Submission To Jurisdiction", "Modifications", "Brokers", "Use Of Proceeds", "Notices", "Sanctions", "Waivers", "Fees", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Unless there\u00a0shall\u00a0occur\u00a0and\u00a0be\u00a0continuing\u00a0any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but\u00a0shall in no way be obligated to file applications for protection of the Intellectual Property and/or bring suit in the name of any Pledgor, the Collateral Agent or the Credit Parties to enforce the Intellectual Property and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent, as the case may be, for all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this SECTION 6.7 in accordance with SECTION 11.3 hereof. In the event that the Collateral Agent shall elect not to bring suit to enforce the Intellectual Property, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property by others and for that purpose agrees to diligently maintain any suit, proceeding or other action against any Person so infringing necessary to prevent such infringement.", "references": ["Waiver Of Jury Trials", "Assigns", "Approvals", "Governing Laws", "Agreements", "Employment", "Intellectual Property", "Specific Performance", "Authority", "Miscellaneous", "Books", "No Waivers", "Severability", "Integration", "Disclosures", "Cooperation", "Applicable Laws", "Qualifications", "Transactions With Affiliates", "Venues", "Financial Statements", "Benefits", "Remedies", "Capitalization", "Sanctions", "Sales", "Insurances", "Modifications", "Participations", "Erisa", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written understandings, statements, representations or promises with respect to its subject matter, including but not limited to the Prior Employment Agreement, which is amended and restated hereby in its entirety. This Agreement was the subject of negotiation between the parties and, therefore, the parties agree that the rule of construction requiring that the agreement be construed against the drafter shall not apply to the interpretation of this Agreement.", "references": ["Survival", "Benefits", "Applicable Laws", "No Conflicts", "Warranties", "Terminations", "Death", "Records", "Amendments", "Indemnity", "Fees", "Solvency", "Participations", "Brokers", "Forfeitures", "Specific Performance", "Titles", "Effectiveness", "Anti-Corruption Laws", "Integration", "Interests", "Qualifications", "Organizations", "Consents", "Expenses", "Terms", "No Defaults", "Cooperation", "Approvals", "Releases", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(a) If any provision of this Agreement is held invalid for any reason, the other provisions of this Agreement will remain in full force and effect.", "references": ["Specific Performance", "Subsidiaries", "Modifications", "Jurisdictions", "Forfeitures", "No Conflicts", "Amendments", "Authority", "Use Of Proceeds", "Binding Effects", "Publicity", "Death", "Counterparts", "Vesting", "Existence", "Erisa", "Definitions", "Governing Laws", "Confidentiality", "Organizations", "Defined Terms", "Successors", "Tax Withholdings", "Taxes", "Remedies", "Solvency", "Anti-Corruption Laws", "Positions", "Assigns", "Interests", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The terms of this Amendment may be waived, modified and amended only by an instrument in writing duly executed by Borrower and the Administrative Agent (with any required consent of the Lenders pursuant to the Credit Agreement). Any such waiver, modification or amendment shall be binding upon Borrower, the Administrative Agent and each Lender (including the Swingline Lender and each Issuing Lender).", "references": ["Tax Withholdings", "Capitalization", "Compliance With Laws", "Anti-Corruption Laws", "Existence", "Enforceability", "Records", "Definitions", "Notices", "No Waivers", "Publicity", "Fees", "Qualifications", "Integration", "Governing Laws", "Miscellaneous", "Subsidiaries", "Taxes", "Terminations", "Vesting", "Consent To Jurisdiction", "Insurances", "No Conflicts", "Vacations", "Indemnifications", "No Defaults", "Payments", "Effective Dates", "Authority", "Construction", "Amendments"], "gold": ["Amendments"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit, other than an automatic renewal permitted pursuant to paragraph\u00a0(c) of this Section), a Borrower shall deliver, by fax or email (in .pdf or .tif format), to an Issuing Bank and the Administrative Agent, at least three Business Days prior to the requested date of issuance, amendment, renewal or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph\u00a0(c) of this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit is to be a Tranche One Letter of Credit or a Tranche Two Letter of Credit and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i)\u00a0the LC Exposure shall not exceed US$75,000,000, (ii)\u00a0the amount of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not exceed the LC Commitment of such Issuing Bank, (iii) the Aggregate Tranche One Revolving Credit Exposure shall not exceed the aggregate Tranche One Commitments, (iv) the Tranche One Revolving Credit Exposure of any Lender will not exceed its Tranche One Commitment, (v) the Aggregate Tranche Two Revolving Credit Exposure shall not exceed the aggregate Tranche Two Commitments and (vi) the Tranche Two Revolving Credit Exposure of any Lender will not exceed its Tranche Two Commitment. If the Required Lenders notify any Issuing Bank that a Default exists and instruct such Issuing Bank to suspend the issuance, amendment, renewal or extension of Letters of Credit, such Issuing Bank shall not issue, amend, renew (except pursuant to automatic renewal provisions if such Issuing Bank shall no longer be entitled to elect not to renew) or extend any Letter of Credit without the consent of the Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall have delivered such a notice agrees promptly to withdraw it at such time as it determines that no Default exists), it being understood and agreed that in the absence of any such notice, each Issuing Bank may rely (and shall incur no liability in relying) on the representation and warranty of the Company deemed made pursuant to Section\u00a04.01).", "references": ["Death", "No Conflicts", "Duties", "Authority", "Waiver Of Jury Trials", "Brokers", "Powers", "Warranties", "Positions", "Terminations", "Titles", "Change In Control", "Transactions With Affiliates", "Releases", "Insurances", "Headings", "Miscellaneous", "Counterparts", "Employment", "Withholdings", "Existence", "Interpretations", "Tax Withholdings", "Entire Agreements", "Authorizations", "Litigations", "Cooperation", "Taxes", "Modifications", "Erisa", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each party will pay all taxes, if any, it incurs in connection with the negotiation, making, execution, delivery and performance of this Agreement.", "references": ["Further Assurances", "Insurances", "Waiver Of Jury Trials", "Closings", "Brokers", "Books", "Expenses", "Capitalization", "Successors", "Existence", "Integration", "Indemnifications", "Tax Withholdings", "Authorizations", "Records", "Notices", "Counterparts", "Interests", "Confidentiality", "Base Salary", "Anti-Corruption Laws", "Terminations", "Financial Statements", "Releases", "Indemnity", "Erisa", "Definitions", "Approvals", "Defined Terms", "Benefits", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any Buyer or its respective agents or counsel with any information that constitutes material, non-public information. The Company understands that the Buyer may rely on the Transaction Documents, the information included therein, including, but not limited to, the foregoing representation, and the SEC Reports in purchasing the Convertible Notes. All of the disclosure furnished by or on behalf of the Company to the Buyer in the Transaction Documents and/or in the SEC Reports regarding, among other matters relating to the Company, its business and the transactions contemplated in the Transaction Documents, is true and correct in all material respects as of the date made and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the Buyer does not and has not made any representations or warranties with respect to the transactions contemplated in the Transaction Documents other than those specifically set forth in Section 2 hereof.", "references": ["No Conflicts", "Defined Terms", "Authorizations", "Survival", "Headings", "Base Salary", "Existence", "Specific Performance", "Agreements", "Subsidiaries", "Enforceability", "Intellectual Property", "Books", "Successors", "Use Of Proceeds", "Binding Effects", "Consents", "Taxes", "Modifications", "Titles", "Positions", "Publicity", "Solvency", "Assignments", "Waivers", "Qualifications", "Effective Dates", "Powers", "Terms", "Remedies", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, Reimbursement Obligations, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.", "references": ["Sanctions", "Applicable Laws", "Binding Effects", "Notices", "Assigns", "Successors", "Expenses", "Forfeitures", "Vesting", "Positions", "Titles", "Jurisdictions", "Authorizations", "Indemnity", "No Conflicts", "Litigations", "Books", "Terms", "Publicity", "Warranties", "Financial Statements", "Qualifications", "Arbitration", "Representations", "Enforceability", "Participations", "Erisa", "Anti-Corruption Laws", "Entire Agreements", "Authority", "Payments"], "gold": ["Payments"]}
+{"input": "Subject to \u00a716.4, the Loan Parties shall permit the Lenders, through the Administrative Agent or any of the Lenders\u2019 other designated representatives upon reasonable advance notice and at reasonable time during normal business hours, to visit and inspect any of the properties of CAI or any of its Subsidiaries, to examine the books of account of CAI and its Subsidiaries (and to make copies thereof and extracts therefrom), to inspect any lease agreement and any related Railcar (subject to the rights of the lessee under such lease agreement), to examine information systems and operational support systems relating to the administration and management of the Collateral and to discuss the affairs, finances and accounts of CAI and its Subsidiaries with, and to be advised as to the same by, its and their officers (including without limitation cooperating with the Administrative Agent, its nominee or representatives upon notice to provide any information from such information systems and operational support systems reasonably required to obtain a fair picture of the condition, status and location of the Eligible Railcars, provided however, that in case of an Event of Default the Loan Parties shall at the first written request of the Administrative Agent or its representatives provide said information), and to conduct examinations and verifications (whether by internal commercial finance examiners or independent auditors) of all components included in the Borrowing Base, all at such reasonable times and intervals as the Administrative Agent or any Lender may reasonably request; provided that any such visit and inspection shall be at the expense of the Loan Parties not more than one time in any calendar year unless a Default or Event of Default is continuing (during which period any and all such visits and inspections shall be at the expense of the Borrower).", "references": ["Assigns", "Non-Disparagement", "Amendments", "Authority", "Fees", "Employment", "Intellectual Property", "Disability", "Remedies", "Enforceability", "Organizations", "Withholdings", "No Defaults", "Interests", "Defined Terms", "Duties", "Entire Agreements", "Venues", "Forfeitures", "Base Salary", "Disclosures", "Jurisdictions", "No Waivers", "Positions", "Capitalization", "Indemnity", "Sanctions", "Terms", "Approvals", "Solvency", "General"], "gold": ["General"]}
+{"input": "Any written notice under this Award shall be deemed given on the date that is two business days after it is sent by registered or certified mail, postage prepaid, addressed either to the Grantee at his or her address set forth below or to the Company to Attention: Corporate Controller. The Grantee and the Company may change the address to which notices are to be delivered by giving the other party notice in the manner set forth herein.", "references": ["Waiver Of Jury Trials", "Miscellaneous", "Fees", "Adjustments", "Intellectual Property", "Sanctions", "Approvals", "Records", "Titles", "Payments", "Erisa", "Integration", "Consent To Jurisdiction", "Cooperation", "Benefits", "Enforcements", "Authority", "Positions", "Base Salary", "Applicable Laws", "Definitions", "Specific Performance", "Qualifications", "Severability", "Anti-Corruption Laws", "Liens", "Organizations", "Subsidiaries", "Duties", "Warranties", "Notices"], "gold": ["Notices"]}
+{"input": "Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.", "references": ["Sales", "Agreements", "Modifications", "Enforceability", "Counterparts", "Severability", "Organizations", "Qualifications", "Authorizations", "Arbitration", "Terminations", "Interests", "Compliance With Laws", "Publicity", "Disability", "Terms", "Disclosures", "Subsidiaries", "Effectiveness", "Indemnity", "No Waivers", "Assigns", "Governing Laws", "Sanctions", "Enforcements", "Liens", "Powers", "Amendments", "Benefits", "Titles", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Except as otherwise provided in Section\u00a04 hereof (relating to a Separation From Service (as defined in the Boston Scientific Corporation Non-Employee Director Deferred Compensation Plan, as may be amended from time to time (the \u201cDirector Deferred Compensation Plan\u201d)) and Section 5 hereof (relating to a Change in Control of the Company), the Stock Option awarded hereunder shall vest in full on the last day of the Participant\u2019s current term as a non-employee director of the Company and have a term of ten (10) years from %%OPTION_DATE,\u2019Month DD, YYYY%-% until %%EXPIRE_DATE_PERIOD1,\u2019Month DD, YYYY%-% (the \u201cExpiration Date\u201d). If the Expiration Date falls on a date on which the New York Stock Exchange is closed for trading, the Expiration Date shall be the trading day immediately prior to the Expiration Date.", "references": ["Interpretations", "Further Assurances", "Withholdings", "Confidentiality", "Base Salary", "Solvency", "Expenses", "Publicity", "Disclosures", "Records", "Change In Control", "Approvals", "Sanctions", "Defined Terms", "Brokers", "Remedies", "Miscellaneous", "Successors", "Adjustments", "Vacations", "Indemnifications", "Capitalization", "Integration", "Headings", "Entire Agreements", "Assigns", "Submission To Jurisdiction", "Arbitration", "Use Of Proceeds", "Sales", "Vesting"], "gold": ["Vesting"]}
+{"input": "(a)\u00a0 The Borrower agrees to pay interest in respect of the unpaid principal amount of the Loan from the date on which the Administrative Agent shall have received funds from each Lender pursuant to Section 2.03 until the maturity thereof (whether by acceleration or otherwise) at a rate per annum which shall be equal to the sum of the Applicable Margin plus the Eurodollar Rate (the \u201c Interest Rate \u201d) for the relevant Interest Period, each as in effect from time to time.", "references": ["Effective Dates", "Miscellaneous", "Warranties", "Waivers", "Payments", "Records", "Costs", "Specific Performance", "Vacations", "Withholdings", "Sales", "Construction", "No Defaults", "Amendments", "Fees", "Entire Agreements", "Survival", "Terminations", "Notices", "Participations", "Enforcements", "Definitions", "Governing Laws", "Disclosures", "Jurisdictions", "Terms", "Authority", "Non-Disparagement", "Financial Statements", "Counterparts", "Interests"], "gold": ["Interests"]}
+{"input": "The Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to Section 7.3.2, Section 7.3.3 or Section 7.3.4, but with regards to Section 7.3.2 Novartis will consider in good faith any comments on the choice of counsel received from Spark. If required under applicable Law in order for the initiating Party to initiate or maintain such suit, the other Party shall join as a party to the suit. Such other Party shall offer reasonable assistance to the initiating Party in connection therewith at no charge to the initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. The initiating Party shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings initiated by it pursuant to Section 7.3.2, Section 7.3.3 and Section 7.3.4, including the fees and expenses of the counsel selected by it, unless Spark elects to contribute [**] percent ([**]%) of the costs in accordance with Section 7.3.2. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense.", "references": ["Enforceability", "Solvency", "Compliance With Laws", "Publicity", "Anti-Corruption Laws", "Remedies", "Indemnifications", "Subsidiaries", "Sales", "Employment", "Books", "Binding Effects", "Assignments", "Duties", "Erisa", "Benefits", "Consents", "Consent To Jurisdiction", "Liens", "Taxes", "Severability", "Litigations", "Capitalization", "Entire Agreements", "Authority", "Representations", "Interpretations", "No Conflicts", "Modifications", "Amendments", "Costs"], "gold": ["Costs"]}
+{"input": "The Employee\u2019s employment by the Company under this Agreement shall commence on the date set forth in Section 13 to Schedule \u200e1 (the \u201c Commencement Date \u201d), and shall continue until it is terminated pursuant to the terms set forth herein (the \u201c Term \u201d).", "references": ["Payments", "Disability", "Definitions", "Specific Performance", "Enforcements", "Applicable Laws", "Authorizations", "Existence", "Counterparts", "Insurances", "Intellectual Property", "Consent To Jurisdiction", "Transactions With Affiliates", "Consents", "Powers", "Brokers", "Headings", "Arbitration", "Indemnifications", "Assigns", "Notices", "Miscellaneous", "Compliance With Laws", "Waivers", "No Waivers", "Enforceability", "Integration", "Publicity", "Benefits", "Non-Disparagement", "Terms"], "gold": ["Terms"]}
+{"input": "Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service providing evidence of delivery, or (c) transmission by telecopy. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given on the date of its actual receipt by the appropriate party. Any notice or communication under this Agreement must be addressed as set forth on the signature pages to this Agreement. Any party may change its address for notice by written notice to the other parties hereto.", "references": ["Liens", "Interpretations", "Publicity", "Remedies", "Change In Control", "Employment", "Approvals", "Payments", "Organizations", "Waiver Of Jury Trials", "Records", "Sales", "Binding Effects", "Powers", "Specific Performance", "Duties", "Vesting", "Forfeitures", "No Defaults", "Authorizations", "Capitalization", "Consent To Jurisdiction", "Authority", "Headings", "Withholdings", "Erisa", "Enforceability", "Participations", "Adjustments", "General", "Notices"], "gold": ["Notices"]}
+{"input": "Section\u00a0headings in this Amendment No.\u00a05 are included herein for convenience of reference only and shall not constitute a part of this Amendment No.\u00a05 for any other purpose.", "references": ["Transactions With Affiliates", "Applicable Laws", "Subsidiaries", "Use Of Proceeds", "Releases", "Records", "Jurisdictions", "Authority", "Forfeitures", "Organizations", "Liens", "Severability", "Defined Terms", "Sales", "Benefits", "Financial Statements", "Withholdings", "Consent To Jurisdiction", "Construction", "Notices", "Change In Control", "Disclosures", "Authorizations", "Consents", "Further Assurances", "Powers", "Sanctions", "Taxes", "Definitions", "Arbitration", "Headings"], "gold": ["Headings"]}
+{"input": "Receipt by the Administrative Agent of (i)\u00a0the Audited Financial Statements and (ii)\u00a0a business plan and budget of the Borrower and its Subsidiaries on a consolidated and consolidating basis, including forecasts prepared by management of the Borrower, of consolidated and consolidating balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly basis for the first year following the Closing Date.", "references": ["Organizations", "Specific Performance", "Applicable Laws", "Interpretations", "Agreements", "Expenses", "Consent To Jurisdiction", "Positions", "Venues", "Notices", "Interests", "Fees", "Remedies", "Releases", "Governing Laws", "Enforcements", "Vesting", "Liens", "Definitions", "Records", "Employment", "Further Assurances", "Binding Effects", "Headings", "Powers", "Use Of Proceeds", "Titles", "Qualifications", "Enforceability", "Base Salary", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Manager shall maintain, or cause to be maintained, books of account of all receipts and disbursements from the management of the Properties. \u00a0Manager shall provide monthly statements to Company containing occupancy information and collection and disbursement reports. \u00a0Manager shall allow Company\u2019s accountant or other representatives to review the books and records of the Properties during reasonable business hours. \u00a0Manager also shall provide Company with an annual report for the Properties containing information about occupancy and receipts and disbursements for the immediately preceding calendar year.", "references": ["Fees", "Powers", "Costs", "Cooperation", "Authority", "Terminations", "Effective Dates", "Counterparts", "Change In Control", "Expenses", "Remedies", "Insurances", "Capitalization", "Consent To Jurisdiction", "No Defaults", "Titles", "Participations", "Authorizations", "Waivers", "Litigations", "Enforcements", "Sales", "Applicable Laws", "Waiver Of Jury Trials", "Governing Laws", "Entire Agreements", "Withholdings", "Adjustments", "Sanctions", "Anti-Corruption Laws", "Records"], "gold": ["Records"]}
+{"input": "This Amendment shall become effective and binding on each of the Parties upon the execution and delivery of this Amendment by each of (a)\u00a0Ascent and Monitronics and (b)\u00a0the Consenting Noteholders constituting the Requisite Consenting Noteholders (such date, the \u201c Amendment Effective Date \u201d).", "references": ["Taxes", "Cooperation", "Assigns", "Modifications", "Liens", "Forfeitures", "Sales", "Jurisdictions", "Arbitration", "Insurances", "Base Salary", "Defined Terms", "Disability", "Amendments", "Waivers", "Authorizations", "Interests", "Publicity", "Submission To Jurisdiction", "Employment", "Headings", "No Conflicts", "Vacations", "Payments", "Change In Control", "Severability", "Specific Performance", "Solvency", "Books", "Intellectual Property", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The Awards define Change in Control to have the definition assigned to such term in the Company\u2019s Senior Executive Severance Plan. That definition is hereby amended to provide that a Change in Control that would occur pursuant to clause (3) of that definition (e.g., approval by the stockholders of CEC of certain reorganizations, mergers or consolidations of CEC or a statutory exchange of outstanding Voting Securities of CEC) shall only occur if and when the reorganization, merger, consolidation or statutory share exchange contemplated by that clause is consummated.", "references": ["Sanctions", "Assignments", "Subsidiaries", "Successors", "Further Assurances", "Anti-Corruption Laws", "Employment", "Non-Disparagement", "Cooperation", "Books", "No Waivers", "Terminations", "Duties", "Binding Effects", "Existence", "Confidentiality", "Integration", "Insurances", "Litigations", "Modifications", "Governing Laws", "Capitalization", "Consents", "Closings", "Survival", "Transactions With Affiliates", "Vacations", "Fees", "Disclosures", "Qualifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500 for each assignment (or $7,500 for any assignment with respect to a Defaulting Lender pursuant to Section 3.9(e)) (which fee the Administrative Agent may, in its sole discretion, elect to waive), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the assignee and such transferor Lender, as appropriate.", "references": ["Venues", "Solvency", "Fees", "Transactions With Affiliates", "Authorizations", "Interpretations", "Erisa", "Records", "Jurisdictions", "Terminations", "Indemnity", "Vesting", "Financial Statements", "Survival", "Expenses", "Representations", "Compliance With Laws", "Use Of Proceeds", "Notices", "Binding Effects", "Entire Agreements", "Effectiveness", "Closings", "No Waivers", "Anti-Corruption Laws", "Base Salary", "Severability", "General", "Taxes", "Successors", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement shall automatically terminate without further action upon the earliest to occur of (a)\u00a0the Effective Time, (b)\u00a0the termination of the Merger Agreement in accordance with its terms and (c)\u00a0an Adverse Company Recommendation Change having occurred (the date and time at which the earliest of clause (a), clause (b)\u00a0and clause (c)\u00a0occurs being, the \u201c Expiration Date \u201d). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided , however , that (i)\u00a0nothing set forth in this Section \u00a08 shall relieve any party from liability for any breach of this Agreement occurring prior to the termination hereof; and (ii)\u00a0the provisions of this Section \u00a08 and Section \u00a010 through Section \u00a017 shall survive any termination of this Agreement.", "references": ["General", "Terms", "Organizations", "Modifications", "Applicable Laws", "Venues", "Liens", "Governing Laws", "Transactions With Affiliates", "Qualifications", "Integration", "Counterparts", "Litigations", "Waiver Of Jury Trials", "Taxes", "Tax Withholdings", "Representations", "Intellectual Property", "Specific Performance", "Enforcements", "No Defaults", "Releases", "Amendments", "Remedies", "Definitions", "Forfeitures", "Powers", "Death", "Authorizations", "Cooperation", "Terminations"], "gold": ["Terminations"]}
+{"input": "All notices and other communications required or permitted to be given with respect to this Warrant Agreement shall be in writing signed by the sender, and shall be considered given: (w)\u00a0on the date delivered, if personally delivered during normal business hours, or on the next Business Day if delivered after normal business hours of the recipient; (x)\u00a0on the date sent by telecopier with automatic confirmation of the transmitting machine showing the proper number of pages were transmitted without error, if sent during normal business hours of the recipient, or on the next Business Day if sent after normal business hours; (y)\u00a0on the date sent by email transmission so long as the sender of such email does not receive an automatic reply from the recipient\u2019s email server indicating the recipient did not receive such email; or (z)\u00a0on the Business Day after being sent by FedEx or another recognized overnight delivery service in time for and specifying next day or next business day delivery, in each instance referred to in the preceding clause (z)\u00a0only if all delivery charges are pre-paid. Each such notice or other communication shall be given to the Holder in accordance with Section \u00a08.06 of that certain Securities Purchase Agreement, dated as of November\u00a027, 2018, between the Holder, the Company and the other parties thereto, and to the Company at its principal executive offices.", "references": ["No Conflicts", "Base Salary", "Waiver Of Jury Trials", "Assigns", "Definitions", "Confidentiality", "Submission To Jurisdiction", "Compliance With Laws", "Jurisdictions", "Litigations", "Sanctions", "Transactions With Affiliates", "Fees", "Further Assurances", "Warranties", "Duties", "Headings", "Financial Statements", "Books", "Cooperation", "Governing Laws", "Use Of Proceeds", "Erisa", "Insurances", "Death", "Effectiveness", "Expenses", "Enforcements", "Successors", "Disclosures", "Notices"], "gold": ["Notices"]}
+{"input": "Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no pending or, to the Knowledge of the Company, threatened claim, action, suit, arbitration, complaint, charge or investigation or proceeding (each an \u201c Action \u201d) against the Company or any Company Subsidiary or any of its assets, rights or properties, nor is the Company or any Company Subsidiary a party or named as subject to the provisions of any order, writ, injunction, settlement, judgment or decree of any court, arbitrator or government agency, or instrumentality. The Company is in material compliance with all existing decisions, orders, and agreements of or with Governmental Entities to which it is subject or bound.", "references": ["Consent To Jurisdiction", "Liens", "Sales", "Insurances", "No Waivers", "Modifications", "Remedies", "Adjustments", "Use Of Proceeds", "Closings", "Existence", "Effectiveness", "Solvency", "Amendments", "Assigns", "Cooperation", "Submission To Jurisdiction", "Intellectual Property", "Records", "Base Salary", "Payments", "Anti-Corruption Laws", "Warranties", "Powers", "Books", "Arbitration", "Headings", "Publicity", "Venues", "Defined Terms", "Litigations"], "gold": ["Litigations"]}
+{"input": "Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant\u2019s employment with (or service to) the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding Options and SARs awarded to the Participant shall be automatically forfeited on such termination.", "references": ["Change In Control", "Participations", "Qualifications", "Subsidiaries", "Withholdings", "Intellectual Property", "Construction", "Confidentiality", "Capitalization", "Waiver Of Jury Trials", "Governing Laws", "Interpretations", "Adjustments", "Use Of Proceeds", "Disclosures", "Expenses", "Non-Disparagement", "Books", "No Waivers", "Successors", "No Defaults", "Benefits", "No Conflicts", "Jurisdictions", "Cooperation", "Liens", "Submission To Jurisdiction", "Records", "Integration", "Survival", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Subject to the terms and conditions hereinafter set forth, the Employer hereby employs the Executive, and the Executive hereby accepts employment with the Employer to act on the Employer\u2019s behalf, as an Executive Officer of Midwest and as Secretary and vice-president of ALSC.", "references": ["Publicity", "Agreements", "Use Of Proceeds", "Consents", "Disclosures", "Intellectual Property", "Forfeitures", "Insurances", "Entire Agreements", "Enforceability", "Indemnifications", "Liens", "Transactions With Affiliates", "Effective Dates", "Death", "Binding Effects", "Compliance With Laws", "Terminations", "Waivers", "Venues", "Remedies", "Releases", "Costs", "No Conflicts", "Erisa", "Counterparts", "Duties", "Enforcements", "Disability", "Change In Control", "Employment"], "gold": ["Employment"]}
+{"input": "No party hereto shall make or issue, or cause to be made or issued, any public announcement or written statement concerning this Agreement or the transactions contemplated hereby without the prior written consent of the other parties, except to the extent required by law (including any disclosure which, in the reasonable judgment of the disclosing party, is necessary or appropriate to comply with Governmental Rules and standards governing disclosures to investors) or in accordance with the rules, regulations and orders of any stock exchange. Seller shall not, and shall cause its Affiliates and directors, officers, employees, agents, consultants advisors and partners not to, disclose any confidential information in or relating to this Agreement other than (i)\u00a0to its Affiliates and its and their directors, officers, employees, agents, consultants, advisors and partners, provided in each case that such recipient is bound by reasonable confidentiality obligations, (ii)\u00a0as required by applicable law or regulation or (iii)\u00a0with the prior consent of Purchaser. Seller shall not use, and shall not enable any third party to use, any confidential information in or relating to this Agreement that constitutes material non-public information regarding Purchaser in a manner that is prohibited by the U.S. securities laws.", "references": ["Remedies", "Representations", "Assignments", "Successors", "Severability", "Brokers", "Integration", "Participations", "Arbitration", "Withholdings", "Positions", "Sales", "Subsidiaries", "Binding Effects", "Non-Disparagement", "Amendments", "Liens", "Expenses", "Specific Performance", "Notices", "Construction", "Taxes", "Publicity", "Base Salary", "Records", "Disability", "Solvency", "Definitions", "Governing Laws", "Approvals", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Recognizing that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants and assurances by the Executive contained in paragraphs (a), (b)\u00a0or (c)\u00a0hereof, and that the Company\u2019s remedies at law for any such breach or threatened breach will be inadequate, the Company and each of its successors and assigns, in addition to such other remedies which may be available to them, shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining the Executive, and each and every person, firm or company acting in concert or participation with him, from the continuation of such breach and, in addition thereto, the Executive shall pay to the Company all ascertainable damages, including costs and reasonable attorneys\u2019 fees sustained by the Company by reason of the breach or threatened breach of said covenants and assurances. The obligations of the Executive and the rights of the Company, its successors and assigns under this Section\u00a013 shall survive the termination of this Agreement for the periods set forth above. The covenants and obligations of the Executive set forth in this Section\u00a013 are in addition to and not in lieu of or exclusive of any other obligations and duties of the Executive to the Company, whether express or implied in fact or in law. In addition, the Executive further acknowledges that if he breaches any provision of this Section\u00a013 following his termination of employment with the Company, the Executive will forfeit the right to any unpaid severance or other payments under this Agreement. For purposes of this Section\u00a013, \u201c Company \u201d shall include all subsidiaries of the\u00a0 Company.", "references": ["Solvency", "Transactions With Affiliates", "Effectiveness", "Approvals", "Interpretations", "Applicable Laws", "Vacations", "Litigations", "Withholdings", "Enforceability", "Indemnity", "Authority", "Effective Dates", "Anti-Corruption Laws", "Headings", "Consent To Jurisdiction", "Waivers", "Positions", "Fees", "Governing Laws", "Costs", "Enforcements", "Assigns", "Integration", "Counterparts", "Titles", "Sanctions", "Non-Disparagement", "Arbitration", "Intellectual Property", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Headings of sections of this Agreement are provided for reference purposes only, are in no manner intended to be a part of the terms of this Agreement and will not affect the meaning or interpretation hereof.", "references": ["Representations", "Indemnity", "Sanctions", "Modifications", "Cooperation", "Death", "Successors", "No Defaults", "Counterparts", "Titles", "General", "No Conflicts", "Disability", "Change In Control", "Notices", "Financial Statements", "Authority", "Litigations", "Survival", "Use Of Proceeds", "Submission To Jurisdiction", "Forfeitures", "Positions", "Payments", "Releases", "Assignments", "Severability", "Closings", "Integration", "Organizations", "Headings"], "gold": ["Headings"]}
+{"input": "The rights of the Company set forth in this Section\u00a06 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section\u00a06(b) hereof.", "references": ["Releases", "Existence", "Cooperation", "Financial Statements", "No Defaults", "Waivers", "Forfeitures", "Benefits", "Definitions", "Consent To Jurisdiction", "Duties", "Authorizations", "Change In Control", "Costs", "Records", "Assignments", "Successors", "Interpretations", "General", "Fees", "Arbitration", "Representations", "Withholdings", "Liens", "Survival", "Assigns", "Enforcements", "Litigations", "No Conflicts", "Further Assurances", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Note benefits Lender, its successors and assigns, and binds Maker and Maker\u2019s heirs, personal representatives, successors and assigns. The validity, construction and enforcement of this Note are governed by the internal laws of Wisconsin except to the extent such laws are preempted by federal law. Invalidity or unenforceability of any provision of this Note shall not affect the validity or enforceability of any other provisions of this Note.", "references": ["Subsidiaries", "Jurisdictions", "Venues", "Employment", "Disability", "Base Salary", "Transactions With Affiliates", "Death", "Definitions", "Authority", "Warranties", "Headings", "Solvency", "Capitalization", "Applicable Laws", "Financial Statements", "Anti-Corruption Laws", "Taxes", "Payments", "Submission To Jurisdiction", "Liens", "Construction", "Releases", "Governing Laws", "Expenses", "Powers", "Compliance With Laws", "Fees", "Change In Control", "Arbitration", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Each Option or SAR granted to a Participant shall expire at such time as set forth in the Award Agreement, but in no event shall be exercisable later than the 10th anniversary of the grant date.\u00a0 Notwithstanding the foregoing, with respect to ISOs, in the case of a Participant who owns, directly or indirectly, more than 10% of the total combined voting power of all classes of the stock of Zebra or any Subsidiary, no such ISO shall be exercisable later than the fifth anniversary of the grant date.", "references": ["Expenses", "Solvency", "Subsidiaries", "Agreements", "Remedies", "Vacations", "Anti-Corruption Laws", "Publicity", "Interpretations", "Notices", "Indemnifications", "No Defaults", "Waivers", "Effectiveness", "Titles", "Representations", "Forfeitures", "Powers", "Transactions With Affiliates", "Successors", "Adjustments", "Payments", "Qualifications", "Cooperation", "Authority", "Tax Withholdings", "Disclosures", "Change In Control", "Specific Performance", "No Conflicts", "Terms"], "gold": ["Terms"]}
+{"input": "There are no Proceedings pending or, to Seller's knowledge, threatened against any of the Company Entities, or their respective assets, properties and businesses, at law or in equity, and the Company Entities are not subject to any outstanding judgment, order, injunction, ruling, arbitration award or decree of any court or other Governmental Entity. There are no settlement or similar agreements with, and judgments, decrees, injunctions or orders of, any Governmental Entity to which the Company Entities or their respective assets, properties and businesses are bound.", "references": ["Releases", "General", "Governing Laws", "Miscellaneous", "No Waivers", "Compliance With Laws", "Amendments", "Withholdings", "Positions", "Qualifications", "Submission To Jurisdiction", "Terms", "Tax Withholdings", "Binding Effects", "Assigns", "Enforcements", "Duties", "Representations", "Specific Performance", "Further Assurances", "Death", "Transactions With Affiliates", "Waivers", "Base Salary", "Effectiveness", "Anti-Corruption Laws", "Liens", "Capitalization", "Forfeitures", "Indemnifications", "Litigations"], "gold": ["Litigations"]}
+{"input": "THE VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE OR OF ANY OTHER JURISDICTION.", "references": ["Positions", "Use Of Proceeds", "Terms", "Successors", "Specific Performance", "Definitions", "Erisa", "Litigations", "Construction", "Base Salary", "Financial Statements", "Expenses", "Change In Control", "Consents", "Jurisdictions", "Powers", "Capitalization", "No Defaults", "Venues", "Defined Terms", "Costs", "Indemnity", "Adjustments", "Employment", "Effectiveness", "Intellectual Property", "Consent To Jurisdiction", "Vacations", "Enforcements", "Assigns", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under \u00a7 7501, et seq. of the New York Civil Practice Law and Rules (\u201c CPLR \u201d) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR \u00a7 7503(a) in order to compel compliance with this Section 23, (ii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected investment bank\u2019s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents, (iii) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 23 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 23 and (iv) nothing in this Section 23 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 23).", "references": ["Effective Dates", "Litigations", "Binding Effects", "Subsidiaries", "Submission To Jurisdiction", "Indemnity", "Taxes", "General", "Powers", "Warranties", "Change In Control", "Books", "Base Salary", "Integration", "Definitions", "Authority", "Interests", "Fees", "Non-Disparagement", "Titles", "Qualifications", "Authorizations", "Tax Withholdings", "Capitalization", "Enforcements", "Use Of Proceeds", "Confidentiality", "Sanctions", "Disability", "Transactions With Affiliates", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "No Obligor or Affiliate of Obligor is generally engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.", "references": ["Non-Disparagement", "Financial Statements", "Change In Control", "Construction", "Cooperation", "Jurisdictions", "Disclosures", "Governing Laws", "Counterparts", "Binding Effects", "Publicity", "Transactions With Affiliates", "Withholdings", "Indemnity", "Adjustments", "Intellectual Property", "Duties", "Disability", "Effective Dates", "Participations", "Subsidiaries", "Expenses", "Confidentiality", "General", "Capitalization", "Waiver Of Jury Trials", "Terminations", "Forfeitures", "No Defaults", "Headings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Such Borrower shall not create, acquire or permit to exist any Subsidiaries thereof.", "references": ["Arbitration", "Terms", "Cooperation", "Headings", "Authority", "Change In Control", "Survival", "Death", "Base Salary", "Counterparts", "Benefits", "Sanctions", "Binding Effects", "Organizations", "Vacations", "Participations", "Anti-Corruption Laws", "Terminations", "Consents", "Forfeitures", "Qualifications", "No Defaults", "Fees", "Publicity", "Effectiveness", "Defined Terms", "Indemnifications", "Adjustments", "Remedies", "Expenses", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Company hereby employs Executive, and Executive agrees to serve, as Chief Executive Officer and President of the Company, upon the terms and subject to the conditions set forth herein. Executive will report directly to the Board of Directors of the Company. Subject to the direction and control of the Board of Directors, Executive will have all the responsibilities and powers normally associated with such positions and Executive will perform such other duties and responsibilities as may be designated from time to time by the Board.", "references": ["Representations", "Vacations", "Agreements", "Taxes", "Litigations", "Change In Control", "Fees", "Assignments", "Successors", "Miscellaneous", "Organizations", "Sanctions", "Construction", "Qualifications", "Vesting", "Consents", "Further Assurances", "Positions", "Venues", "Use Of Proceeds", "Terminations", "Severability", "Forfeitures", "Records", "Remedies", "Submission To Jurisdiction", "Defined Terms", "Releases", "Brokers", "Death", "General"], "gold": ["General"]}
+{"input": "The term of this Partnership shall continue in existence until the close of Partnership business on the earliest to occur of (i)\u00a0the fiftieth anniversary of the date of this Agreement, and (ii)\u00a0such earlier time as this Agreement may specify.", "references": ["Powers", "Intellectual Property", "Existence", "Modifications", "Definitions", "Subsidiaries", "Amendments", "Positions", "Transactions With Affiliates", "Submission To Jurisdiction", "Specific Performance", "Titles", "Fees", "Waivers", "Warranties", "Governing Laws", "Assignments", "Miscellaneous", "No Waivers", "Qualifications", "No Defaults", "Interpretations", "Approvals", "Defined Terms", "Compliance With Laws", "Duties", "Use Of Proceeds", "Enforceability", "Cooperation", "Authority", "Terms"], "gold": ["Terms"]}
+{"input": "Employee agrees not to make any defamatory or derogatory statements concerning any of the Released Parties. Provided inquiries are directed to ID Systems\u2019 Department of Human Resources, ID Systems shall disclose to prospective employers information limited to Employee\u2019s dates of employment and last position held by Employee. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee\u2019s own benefit, any confidential information concerning the business, finances or operations of ID Systems or its customers; provided, however, that Employee\u2019s obligations under this Section 7 shall not apply to information generally known in ID Systems\u2019 industry through no fault of Employee or the disclosure of which is required by law after reasonable notice has been provided to ID Systems sufficient to enable ID Systems to contest the disclosure. Confidential information shall include, without limitation, trade secrets, customer lists, details of contracts, pricing policies, operational materials, marketing plans or strategies, security and safety plans and strategies, project development, and any other non-public or confidential information of, or relating to, ID Systems or its affiliates. Employee also agrees that the amounts paid to Employee and all of the other terms of this Agreement shall be kept confidential, unless ID Systems discloses them in a public filing. Employee acknowledges that he continues to be bound by the Confidentiality, Assignment of Contributions and Inventions, Non-Competition and Non-Solicitation Agreement (the \u201c Covenants Agreement \u201d).", "references": ["Expenses", "Publicity", "Interpretations", "Arbitration", "Notices", "Transactions With Affiliates", "Approvals", "Governing Laws", "Non-Disparagement", "Assigns", "Cooperation", "Construction", "Closings", "Authority", "Vacations", "Disclosures", "Remedies", "Records", "Definitions", "Base Salary", "Successors", "Amendments", "Representations", "Vesting", "Titles", "Assignments", "Consent To Jurisdiction", "No Waivers", "Erisa", "Entire Agreements", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement, including all exhibits and schedules attached hereto, sets forth the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings among or between any of the Parties relating to the subject matter hereof.", "references": ["Duties", "Solvency", "Amendments", "Representations", "Vacations", "Governing Laws", "Waivers", "Fees", "Consents", "Titles", "Releases", "General", "Non-Disparagement", "Warranties", "Defined Terms", "Transactions With Affiliates", "Authority", "Financial Statements", "Qualifications", "Agreements", "Litigations", "Adjustments", "Withholdings", "Interests", "Assignments", "Brokers", "Use Of Proceeds", "Specific Performance", "Assigns", "Tax Withholdings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Guarantor is permitted to make all payments under this Agreement free and clear of and without deduction or withholding for or on account of any Taxes to the extent the applicable recipient has provided documentation pursuant to Section 5.3(n) of the Framework Agreement evidencing the exemption of such recipient from withholding Tax.", "references": ["Definitions", "Fees", "Capitalization", "Titles", "Remedies", "Terminations", "Further Assurances", "Survival", "Assigns", "General", "Defined Terms", "Sales", "Cooperation", "Financial Statements", "Modifications", "Effectiveness", "Records", "Interpretations", "Erisa", "Liens", "Assignments", "Releases", "Forfeitures", "Construction", "Confidentiality", "Venues", "Intellectual Property", "Change In Control", "Jurisdictions", "Organizations", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except as provided in an Incentive Award and absent any action taken by the Board or the Committee to continue the Plan for the remainder of an outstanding Performance Period in which a Change in Control occurs, in the event of a Change in Control, each Participant subject to an outstanding Incentive Award shall receive a prorated payment of the target payout under the Incentive Award.", "references": ["Fees", "Use Of Proceeds", "Enforcements", "Erisa", "Counterparts", "No Defaults", "Base Salary", "Governing Laws", "Indemnity", "Financial Statements", "Arbitration", "Amendments", "Sanctions", "Agreements", "Assignments", "Disability", "Vesting", "Assigns", "Duties", "Qualifications", "Interests", "Benefits", "Submission To Jurisdiction", "Approvals", "Waiver Of Jury Trials", "Releases", "Costs", "Defined Terms", "Modifications", "Definitions", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights (collectively, \u201c Intellectual Property \u201d) necessary to the conduct of its businesses, without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright, or other proprietary right of any other Person. All such Intellectual Property is fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filing or issuances. Neither the Borrower nor any other Loan Party has received notice of any material claim that has been asserted by any Person with respect to the use of any such Intellectual Property by the Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the validity or effectiveness of any such Intellectual Property. The use of such Intellectual Property by the Borrower, the other Loan Parties and the other Subsidiaries does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Borrower, any other Loan Party or any other Subsidiary that could reasonably be expected to have a Material Adverse Effect.", "references": ["Enforceability", "Consents", "Liens", "Financial Statements", "Further Assurances", "Vesting", "Base Salary", "Compliance With Laws", "Erisa", "Books", "Notices", "Authorizations", "Sales", "Indemnifications", "Construction", "Subsidiaries", "Defined Terms", "Insurances", "Duties", "Definitions", "Governing Laws", "Representations", "Publicity", "Interests", "Counterparts", "Miscellaneous", "General", "Forfeitures", "Litigations", "Brokers", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The December 31, 2017 audited consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Administrative Agent and the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present in all material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended in accordance with generally accepted accounting principles in effect on the date such statements were prepared.", "references": ["Death", "Disclosures", "Liens", "Headings", "No Conflicts", "Terminations", "Survival", "Forfeitures", "Consents", "Authorizations", "Erisa", "Adjustments", "Construction", "Powers", "Non-Disparagement", "Vacations", "Intellectual Property", "Governing Laws", "Amendments", "Qualifications", "Releases", "Enforcements", "Waiver Of Jury Trials", "Solvency", "Sales", "Withholdings", "Positions", "Publicity", "Notices", "Employment", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "There is no Action pending or threatened against the Buyer that challenges or seeks to enjoin, alter or materially delay the Acquisition or the other transactions contemplated by this Agreement. To the Buyer\u2019s Knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.", "references": ["Enforcements", "Effectiveness", "Vacations", "Amendments", "Cooperation", "Fees", "Duties", "Benefits", "Confidentiality", "Consents", "Closings", "Employment", "Transactions With Affiliates", "Anti-Corruption Laws", "Liens", "Agreements", "Financial Statements", "Intellectual Property", "Successors", "Binding Effects", "Releases", "Existence", "Miscellaneous", "Indemnity", "Payments", "Books", "Sales", "Submission To Jurisdiction", "Authorizations", "Interpretations", "Litigations"], "gold": ["Litigations"]}
+{"input": "EVA may grant Incentive Units and determine the number of Incentive Units to be covered by each Award.", "references": ["Interests", "Death", "Expenses", "Effectiveness", "Brokers", "Intellectual Property", "Severability", "Consent To Jurisdiction", "Solvency", "Construction", "Authorizations", "Remedies", "Agreements", "Fees", "Governing Laws", "Specific Performance", "Costs", "Subsidiaries", "Arbitration", "Effective Dates", "Waiver Of Jury Trials", "Forfeitures", "Assigns", "Transactions With Affiliates", "Compliance With Laws", "Taxes", "Powers", "Enforceability", "Disability", "Liens", "General"], "gold": ["General"]}
+{"input": "(a) THIS LEASE WAS NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY. ACCORDINGLY, IN ALL RESPECTS THIS LEASE (AND ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OR CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT ALL PROVISIONS HEREOF RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES SET FORTH IN ARTICLE XVI RELATING TO RECOVERY OF POSSESSION OF THE LEASED PROPERTY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER, IN REM ACTION OR OTHER SIMILAR ACTION) SHALL BE CONSTRUED AND ENFORCED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE OF ILLINOIS.", "references": ["Severability", "Waiver Of Jury Trials", "Enforceability", "Binding Effects", "Brokers", "Titles", "Subsidiaries", "Benefits", "Financial Statements", "Defined Terms", "Duties", "Sales", "Participations", "Authorizations", "Insurances", "Change In Control", "Anti-Corruption Laws", "Use Of Proceeds", "Disability", "Adjustments", "Consent To Jurisdiction", "Death", "Powers", "Notices", "Liens", "Headings", "Positions", "General", "Enforcements", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice or other communication to be given under or in connection with this Agreement or the Plan shall be given in writing and shall be deemed effectively given on receipt or, in the case of notices from the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the address on file with the Company or at such other address as you may hereafter designate by notice to the Company.", "references": ["Expenses", "General", "Effectiveness", "Modifications", "Consent To Jurisdiction", "Payments", "Assignments", "Disclosures", "Compliance With Laws", "Releases", "Cooperation", "Terms", "Authority", "Subsidiaries", "Benefits", "Qualifications", "Death", "Agreements", "Taxes", "Duties", "Interpretations", "Vesting", "Defined Terms", "Survival", "No Waivers", "Forfeitures", "Vacations", "No Defaults", "Base Salary", "Headings", "Notices"], "gold": ["Notices"]}
+{"input": "Contractor will continue to receive payment of Reimbursable Costs incurred, notwithstanding the occurrence of a Force Majeure Event.", "references": ["Counterparts", "Confidentiality", "Qualifications", "Enforceability", "Approvals", "Brokers", "Existence", "Indemnifications", "Closings", "Jurisdictions", "Participations", "Liens", "Entire Agreements", "Forfeitures", "Powers", "Construction", "Intellectual Property", "Arbitration", "Effectiveness", "Severability", "No Waivers", "Consents", "Warranties", "Successors", "Notices", "Indemnity", "Titles", "Releases", "Cooperation", "Compliance With Laws", "Payments"], "gold": ["Payments"]}
+{"input": "Borrower will maintain, and will cause each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are usually insured against by Persons engaged in similar businesses.", "references": ["Definitions", "Indemnifications", "Authority", "Effective Dates", "Governing Laws", "Construction", "Enforcements", "Applicable Laws", "Participations", "Interests", "Entire Agreements", "Submission To Jurisdiction", "Closings", "Intellectual Property", "Litigations", "Fees", "Consent To Jurisdiction", "Amendments", "Agreements", "Assigns", "Interpretations", "Qualifications", "Successors", "Disability", "Financial Statements", "No Defaults", "Transactions With Affiliates", "Titles", "Binding Effects", "Integration", "Insurances"], "gold": ["Insurances"]}
+{"input": "LLC Parent shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 10 days after any Responsible Officer of any Loan Party knows of it:\u00a0\u00a0(a)\u00a0the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any Taxes with respect to any Tax Affiliate, which would have a Material Adverse Effect and (b)\u00a0the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section\u00a0481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.", "references": ["Notices", "Duties", "Brokers", "Publicity", "Confidentiality", "Expenses", "Counterparts", "Defined Terms", "No Defaults", "Fees", "Authorizations", "Interpretations", "Payments", "Applicable Laws", "Assignments", "Compliance With Laws", "Enforcements", "Indemnity", "Erisa", "Consent To Jurisdiction", "Assigns", "Existence", "Insurances", "Liens", "No Waivers", "Integration", "Base Salary", "Further Assurances", "Specific Performance", "Representations", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement, the agreements and documents referenced herein, including but not limited to the Benefit Plans, and the General Release and Waiver of Claims embody the complete agreement and understanding among the parties and supersede and preempt any prior or contemporaneous understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.", "references": ["Terms", "Capitalization", "Consents", "Authority", "Base Salary", "Positions", "Binding Effects", "Cooperation", "Forfeitures", "Erisa", "Closings", "Indemnifications", "Non-Disparagement", "Powers", "Taxes", "Miscellaneous", "Further Assurances", "Specific Performance", "Transactions With Affiliates", "Liens", "No Waivers", "Counterparts", "Terminations", "Construction", "Interests", "General", "Assignments", "Use Of Proceeds", "Waiver Of Jury Trials", "Survival", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any notice required or permitted to be given under this Agreement shall be sufficient, if in writing and delivered by registered or certified mail or overnight delivery service to his residence in the case of Employee, or to its principal office in the case of the Company.", "references": ["Transactions With Affiliates", "Disability", "Withholdings", "Intellectual Property", "Remedies", "Severability", "Specific Performance", "No Defaults", "Cooperation", "Books", "Non-Disparagement", "Construction", "Fees", "No Conflicts", "Amendments", "Payments", "Effectiveness", "Vacations", "Miscellaneous", "Powers", "Taxes", "Forfeitures", "Approvals", "Base Salary", "Waiver Of Jury Trials", "Venues", "Authorizations", "Governing Laws", "Liens", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of their properties or revenues that (a)\u00a0purport to affect or pertain to this Agreement, any other Loan Document or the consummation of the NRG Transaction or (b)\u00a0except as specifically disclosed in Schedule 5.06 or in SEC filings made prior to the Effective Date (the \u201c Disclosed Litigation \u201d), either individually or in the aggregate, if there is a reasonable possibility of an adverse determination and if determined adversely, could reasonably be expected to have a Material Adverse Effect.", "references": ["Notices", "Non-Disparagement", "Venues", "Transactions With Affiliates", "Waiver Of Jury Trials", "Agreements", "Solvency", "Waivers", "Submission To Jurisdiction", "Expenses", "Publicity", "Consents", "Assignments", "Interpretations", "Severability", "Organizations", "Defined Terms", "Specific Performance", "Anti-Corruption Laws", "Approvals", "Adjustments", "Representations", "Positions", "Use Of Proceeds", "Intellectual Property", "Jurisdictions", "Confidentiality", "Terminations", "Costs", "Records", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Company shall use the proceeds, first, for the acquisition of a 10% interest in Alternative Solutions LLC dba Oasis Medical Cannabis, and expenses related thereto, including related commitment fees up to 10% of the gross proceeds; and thereafter any remaining proceeds may be used for any of the following purpose in the Company\u2019s sole discretion:\u00a0 (i) repaying all or part of the amounts due to FirstFire under the Prior Note, (ii) to pay the cost for patent applications domestically or abroad, (iii) to pursue listing of the Company\u2019s securities on a Canadian stock exchange, and (iv) for general working capital purposes.", "references": ["Integration", "Specific Performance", "Solvency", "Liens", "Titles", "Waiver Of Jury Trials", "No Defaults", "Applicable Laws", "Waivers", "Authorizations", "Cooperation", "Expenses", "Confidentiality", "Closings", "Fees", "Approvals", "Costs", "Existence", "Enforcements", "Litigations", "Capitalization", "Sanctions", "Survival", "Vacations", "Effective Dates", "Assigns", "Further Assurances", "Participations", "Employment", "Effectiveness", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Although the Guarantor party hereto has been informed of the matters set forth herein and has agreed to the same, such Guarantor understands, acknowledges and agrees that none of the Secured Parties has any obligations to inform such Guarantor of such matters in the future or to seek its acknowledgment or agreement to future amendments, restatements, supplements, changes, modifications, waivers or consents, and nothing herein shall create such a duty.", "references": ["Submission To Jurisdiction", "Fees", "Binding Effects", "Forfeitures", "General", "Organizations", "No Waivers", "Authority", "Publicity", "Erisa", "Venues", "Waivers", "Releases", "Adjustments", "Solvency", "Jurisdictions", "Integration", "Miscellaneous", "Severability", "Death", "Insurances", "Further Assurances", "Non-Disparagement", "Payments", "Base Salary", "Enforceability", "Counterparts", "Qualifications", "Vesting", "Financial Statements", "Agreements"], "gold": ["Agreements"]}
+{"input": "Unless otherwise defined herein, terms defined in the Agreement and used herein have the meaning given to them in the Agreement.", "references": ["Jurisdictions", "Publicity", "Severability", "No Defaults", "Litigations", "Duties", "Insurances", "Binding Effects", "Assignments", "Entire Agreements", "Liens", "Effective Dates", "Capitalization", "Agreements", "Warranties", "Existence", "Indemnity", "Headings", "Enforcements", "Disclosures", "Erisa", "Powers", "Taxes", "Expenses", "Waivers", "Survival", "Change In Control", "Assigns", "Waiver Of Jury Trials", "Organizations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf, or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words \u201cexecution,\u201d \u201csigned,\u201d \u201csignature,\u201d \u201cdelivery,\u201d and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.", "references": ["No Defaults", "Miscellaneous", "Consent To Jurisdiction", "Assigns", "Death", "Vesting", "Forfeitures", "Submission To Jurisdiction", "Assignments", "Non-Disparagement", "Anti-Corruption Laws", "Powers", "Costs", "Existence", "No Waivers", "Confidentiality", "Jurisdictions", "Fees", "Intellectual Property", "Effectiveness", "Consents", "Venues", "Participations", "Headings", "Vacations", "Further Assurances", "Applicable Laws", "Liens", "Entire Agreements", "Transactions With Affiliates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Change in Control means , directly or indirectly (as applied by analogy to any partnership entities) (a)\u00a0a consolidation, merger or similar business combination involving a Participating Employer in which the holders of voting securities of such entity immediately prior thereto are not the holders of a majority in interest of the voting securities of the surviving entity in such transaction, (b)\u00a0a sale, lease or conveyance of all or substantially all of the consolidated assets, or of 50% or more of the outstanding voting securities, of such Participating Employer in one transaction or a series of related transactions, (c)\u00a0any person or group becomes the beneficial owner of (i)\u00a050% or more of the outstanding voting securities of such Participating Employer or (ii)\u00a035% or more of the outstanding voting securities of such Participating Employer and, in the case of this clause\u00a0(ii), within two years thereof, a majority of the members of the board of directors of such Participating Employer, as a result of actions taken by such beneficial owner (other than voting its voting securities in favor of any matter submitted to shareholders, and recommended, in each case, by the Board), cease to be individuals who were members of the board of directors of such Participating Employer immediately prior to such other person or group acquiring such beneficial ownership, or (d)\u00a0a majority of the members of the board of directors of such Participating Employer cease to be individuals who are members of the board of directors of such Participating Employer (\u201c Incumbent Directors \u201d); provided , however , that any individual who is elected, or nominated for election, to the Participating Employer\u2019s board with the affirmative vote of at least a majority of the Incumbent Directors at the time of such election or nomination will thereafter be classified as an Incumbent Director for this purpose.\u00a0 The occurrence of a Change in Control shall be determined by the Committee in good faith and its determination shall be final and binding.\u00a0 Notwithstanding the foregoing an event constitutes a Change in Control with respect to a Participant only if such event constitutes a\u00a0 change in ownership, change in effective control or achange in the ownership of a substantial portion of assets under Treasury Regulation 1.409A-3(i)(5).", "references": ["Liens", "Use Of Proceeds", "Brokers", "Expenses", "Enforceability", "Financial Statements", "Employment", "Enforcements", "Adjustments", "Terms", "Sales", "Solvency", "Indemnifications", "Fees", "Indemnity", "Effectiveness", "Integration", "Definitions", "Terminations", "Governing Laws", "Severability", "Organizations", "Miscellaneous", "Costs", "Powers", "Survival", "Further Assurances", "Interpretations", "Transactions With Affiliates", "Insurances", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "No Default shall have occurred and be continuing as of the date hereof prior to and after giving effect to the terms of this Eleventh Amendment.", "references": ["Non-Disparagement", "Use Of Proceeds", "Integration", "Authority", "Representations", "Positions", "Duties", "Existence", "Forfeitures", "Entire Agreements", "Arbitration", "Counterparts", "Assigns", "Payments", "Base Salary", "Headings", "Capitalization", "Books", "Powers", "Costs", "Successors", "Sales", "Vesting", "No Waivers", "Assignments", "Governing Laws", "Liens", "Withholdings", "Submission To Jurisdiction", "No Conflicts", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Maker will, at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Holder may reasonably request in order to: (i) perfect and protect the security interest of the Holder created hereby; (ii) enable the Holder to exercise and enforce its rights and remedies hereunder in respect of the Collateral.", "references": ["Tax Withholdings", "Successors", "Agreements", "Litigations", "Terminations", "Enforcements", "Remedies", "Expenses", "Powers", "Warranties", "Forfeitures", "Interests", "Records", "Publicity", "Authorizations", "Sales", "Assigns", "Survival", "Authority", "Vesting", "Liens", "Severability", "Adjustments", "Jurisdictions", "Duties", "No Defaults", "Effective Dates", "Brokers", "Compliance With Laws", "Payments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "For value received, the Company hereby promises to pay to the order of the Holder, by no later than October 27, 2019 (the \u201c Maturity Date \u201d), in immediately available and lawful dollars of the United States of America, Two Million and No/100 United States Dollars ($2,000,000), together with interest on the outstanding principal amount under this Debenture, at the rate of fifteen percent (15%) per annum simple interest (the \u201c Interest Rate \u201d) from the Effective Date, until paid, as more specifically provided below.", "references": ["Governing Laws", "Erisa", "Effective Dates", "Releases", "Assigns", "Books", "Transactions With Affiliates", "Indemnity", "Amendments", "Disclosures", "Change In Control", "Terms", "Binding Effects", "Costs", "Sales", "Integration", "Publicity", "Participations", "Withholdings", "Vacations", "Indemnifications", "Counterparts", "Assignments", "Payments", "Venues", "Effectiveness", "Adjustments", "Enforceability", "Terminations", "Base Salary", "Interests"], "gold": ["Interests"]}
+{"input": "Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and substantially no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm\u2019s-length transaction with a Person not an Affiliate; provided that this covenant shall not limit (i) transactions with officers or directors of the Borrower to the extent that such transactions are consistent with past practice, (ii) transactions among Subsidiaries of the Borrower or (iii) transactions between the Borrower and any special purpose entity established in connection with a securitization permitted under Section 5.02(a)(viii).", "references": ["Waiver Of Jury Trials", "Interpretations", "Indemnity", "Counterparts", "Agreements", "Waivers", "Vesting", "Duties", "Disclosures", "Amendments", "Enforcements", "Anti-Corruption Laws", "Approvals", "Non-Disparagement", "Solvency", "Authority", "Positions", "Benefits", "Terms", "Brokers", "Assignments", "Headings", "Change In Control", "Intellectual Property", "Releases", "Specific Performance", "Powers", "Enforceability", "Adjustments", "Jurisdictions", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Upon receipt of all of the Settlement Shares, and once the Claims are satisfied in full pursuant to this Agreement, for and in consideration of the terms and conditions of this Agreement, and except for the obligations, representations and covenants arising or made hereunder or a breach hereof, parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors. successors and assigns (the \"Released Parties\"), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect Creditor\u2019s right and title to any securities heretofore issued to it by Company or any subsidiary of Company.", "references": ["Insurances", "Liens", "Successors", "Authorizations", "Closings", "Cooperation", "Severability", "Applicable Laws", "Sales", "Powers", "Records", "Transactions With Affiliates", "Participations", "Entire Agreements", "Modifications", "Enforcements", "Consents", "Titles", "Warranties", "Terms", "Survival", "Waivers", "Construction", "No Waivers", "Base Salary", "Change In Control", "Tax Withholdings", "Brokers", "Further Assurances", "Miscellaneous", "Releases"], "gold": ["Releases"]}
+{"input": "Upon the termination of the Grantee\u2019s employment with Lands\u2019 End for any reason other than death or Disability, the Grantee shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination; provided that, for the avoidance of doubt, upon the occurrence of a Change in Control, Section 12.3 of the Plan shall govern.", "references": ["Authority", "Jurisdictions", "Governing Laws", "Death", "Fees", "Sales", "Remedies", "Closings", "Effectiveness", "Participations", "Entire Agreements", "Anti-Corruption Laws", "Confidentiality", "Erisa", "Employment", "Disclosures", "Severability", "Transactions With Affiliates", "Vesting", "Construction", "General", "Arbitration", "Consents", "Records", "Intellectual Property", "Applicable Laws", "Headings", "Modifications", "Indemnity", "Terminations", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof and injunctive and other equitable relief, in addition to any other remedy at law or equity, without posting any bond or other undertaking.", "references": ["Adjustments", "Cooperation", "Consent To Jurisdiction", "Costs", "Payments", "Benefits", "No Waivers", "Closings", "Governing Laws", "Notices", "No Conflicts", "Litigations", "Headings", "Construction", "Indemnity", "Venues", "Death", "Indemnifications", "Erisa", "Employment", "Qualifications", "Waivers", "Financial Statements", "Authorizations", "General", "Representations", "Effective Dates", "Brokers", "Base Salary", "Effectiveness", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Receipt by the Administrative Agent and the Lenders of the audited financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal year ended as of December\u00a031, 2016 and the unaudited financial statements of the Borrower and its Consolidated Subsidiaries for each quarter ended March\u00a031, 2017, June\u00a030, 2017 and September\u00a030, 2017 (it being agreed that the Borrower has made available such items on its corporate website, any Securities and Exchange Commission website or any such other publicly available website and has notified the Administrative Agent and Lenders of the availability on such website).", "references": ["Powers", "Intellectual Property", "Transactions With Affiliates", "Vacations", "Jurisdictions", "Change In Control", "Headings", "Modifications", "Specific Performance", "Assigns", "Defined Terms", "Integration", "Base Salary", "Waivers", "Governing Laws", "Erisa", "Payments", "Construction", "Records", "Indemnity", "Anti-Corruption Laws", "Participations", "Use Of Proceeds", "Expenses", "Notices", "No Waivers", "Positions", "Severability", "Amendments", "Forfeitures", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement has been executed and delivered in the State of Minnesota and shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Minnesota, including all matters of construction, validity and performance.", "references": ["Specific Performance", "Consent To Jurisdiction", "No Waivers", "Entire Agreements", "General", "Binding Effects", "Liens", "Transactions With Affiliates", "Payments", "Construction", "Approvals", "Organizations", "Modifications", "Remedies", "Agreements", "Books", "Assignments", "Fees", "Taxes", "Arbitration", "Representations", "Authority", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Venues", "Litigations", "Vacations", "Further Assurances", "Brokers", "Participations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock reserved for issuance and shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth on Schedule 3.1(g), no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as set forth on Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Compliance With Laws", "Authority", "No Conflicts", "Assignments", "Disclosures", "Further Assurances", "Cooperation", "Disability", "Remedies", "Survival", "Indemnifications", "Duties", "Representations", "Intellectual Property", "Positions", "Successors", "Change In Control", "Participations", "Insurances", "Erisa", "Agreements", "Approvals", "Authorizations", "Waiver Of Jury Trials", "Expenses", "Enforceability", "Terms", "Adjustments", "Publicity", "Modifications", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA SITTING IN COUNTY OF PHILADELPHIA AND OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COMMONWEALTH OF PENNSYLVANIA COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Sales", "Capitalization", "Records", "Qualifications", "Taxes", "Assignments", "Use Of Proceeds", "Specific Performance", "Releases", "Withholdings", "Notices", "Interests", "Disclosures", "Costs", "Waivers", "Venues", "Powers", "Brokers", "Terminations", "Construction", "Publicity", "Financial Statements", "Consents", "Titles", "Consent To Jurisdiction", "Confidentiality", "Cooperation", "Duties", "Employment", "Indemnifications", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Company and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except where (a)\u00a0(i)\u00a0the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii)\u00a0the Company or such Subsidiary, as applicable, has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii)\u00a0such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b)\u00a0the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.", "references": ["Integration", "Submission To Jurisdiction", "Definitions", "Counterparts", "Indemnifications", "Miscellaneous", "Transactions With Affiliates", "Agreements", "Base Salary", "No Conflicts", "Warranties", "Survival", "Successors", "Further Assurances", "Terms", "Existence", "Assignments", "Non-Disparagement", "Remedies", "Subsidiaries", "Interests", "Duties", "Applicable Laws", "Erisa", "Entire Agreements", "Fees", "No Defaults", "Confidentiality", "Authorizations", "Benefits", "Taxes"], "gold": ["Taxes"]}
+{"input": "Natur shall have completed the Financial Statements of Natur, which shall be prepared in accordance with the accounting principles of the Netherlands, on an unaudited basis for the period ended December 31, 2017.", "references": ["Existence", "Sales", "Withholdings", "Books", "Confidentiality", "Successors", "No Defaults", "Consents", "Litigations", "Interpretations", "Fees", "Enforcements", "Terminations", "Waiver Of Jury Trials", "Modifications", "Waivers", "Closings", "Adjustments", "Indemnity", "Specific Performance", "Remedies", "Erisa", "Assigns", "Applicable Laws", "Interests", "Publicity", "Transactions With Affiliates", "Expenses", "Defined Terms", "Submission To Jurisdiction", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Any dispute arising under this Agreement will be submitted to a single JAMS arbitrator in Delaware pursuant to JAMS Streamlined Arbitration Rules and Procedures.\u00a0\u00a0The decision of the arbitrator will be final and binding on the parties.\u00a0\u00a0The arbitrator is authorized to award the prevailing party its attorneys\u2019 and other fees incurred in connection with the arbitration.", "references": ["Indemnifications", "Applicable Laws", "Existence", "Waiver Of Jury Trials", "Compliance With Laws", "Miscellaneous", "Entire Agreements", "Confidentiality", "Assigns", "Authority", "Consents", "Transactions With Affiliates", "Powers", "General", "Headings", "Change In Control", "Vacations", "Warranties", "Remedies", "Jurisdictions", "Waivers", "No Defaults", "Brokers", "Severability", "Cooperation", "Submission To Jurisdiction", "Disability", "Publicity", "Notices", "Organizations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "In any action, suit or proceeding in any jurisdiction brought by any party against any other party, the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.", "references": ["No Conflicts", "Disability", "Effective Dates", "Integration", "Representations", "Employment", "Defined Terms", "Participations", "Compliance With Laws", "Intellectual Property", "Death", "Transactions With Affiliates", "Financial Statements", "Severability", "Notices", "Insurances", "Agreements", "Erisa", "Specific Performance", "Consents", "Authority", "Taxes", "Terminations", "Applicable Laws", "Warranties", "Enforceability", "Qualifications", "No Waivers", "Cooperation", "Arbitration", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Included in EXHIBIT\u00a0E is a true and complete list and summary description of all patents, trademarks, service marks, trade names, copyrights and rights or licenses to use the same, and any and all applications therefor, presently owned or held by the Company. The Company has not received any formal or informal notice of infringement or other complaint that the Company\u2019s operations traverse or infringe rights of others, nor does the Company have any reason to believe that there has been any such infringement.\u00a0 Except with respect to the IP Cross License, no Seller, associate of any Seller nor any other employee of the Company owns nor holds, directly or indirectly, any interests in any patents, trademarks, service marks, trade names, trade secrets, copyrights, licenses, inventions, any and all applications therefor, or any other proprietary rights used or currently contemplated to be used by the Company.", "references": ["Subsidiaries", "No Conflicts", "Books", "Adjustments", "Base Salary", "Indemnifications", "Non-Disparagement", "Financial Statements", "Expenses", "Use Of Proceeds", "Warranties", "General", "Applicable Laws", "Sales", "Forfeitures", "Existence", "Defined Terms", "Records", "Employment", "Further Assurances", "Benefits", "Death", "Construction", "Arbitration", "Miscellaneous", "Fees", "Consent To Jurisdiction", "No Defaults", "Waivers", "Governing Laws", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral. Without limiting the generality of the foregoing, except as provided in this Agreement, all understandings and agreements, written or oral, relating to the employment of Executive by the Company or the payment of any compensation or the provision of any benefit in connection therewith or otherwise, are hereby terminated and shall be of no further force and effect.", "references": ["Litigations", "Expenses", "Sales", "Effective Dates", "Organizations", "Sanctions", "Benefits", "Use Of Proceeds", "General", "Binding Effects", "Powers", "Authorizations", "Agreements", "Duties", "Qualifications", "Payments", "Approvals", "Books", "Intellectual Property", "Participations", "Withholdings", "Miscellaneous", "Enforceability", "Adjustments", "Indemnity", "Defined Terms", "Titles", "Confidentiality", "Terminations", "Existence", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Filings as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the \u201c Intellectual Property Rights \u201d). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights have expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Filings, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected not to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Remedies", "Forfeitures", "Transactions With Affiliates", "Venues", "Further Assurances", "Effectiveness", "Positions", "Existence", "Waivers", "Arbitration", "Brokers", "Employment", "Assignments", "Agreements", "Jurisdictions", "Records", "Disclosures", "Headings", "Costs", "Use Of Proceeds", "Anti-Corruption Laws", "Governing Laws", "Indemnity", "Survival", "Publicity", "Modifications", "Books", "Indemnifications", "Amendments", "Assigns", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Amendment may be executed in one or more counterparts, including by facsimile or by e-mail delivery of a \u201c.pdf\u201d format data file, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.", "references": ["Taxes", "Closings", "General", "Further Assurances", "Litigations", "Erisa", "Powers", "Approvals", "Participations", "Submission To Jurisdiction", "Vesting", "Costs", "Representations", "Brokers", "Insurances", "Enforcements", "Releases", "Withholdings", "Confidentiality", "Books", "Binding Effects", "Venues", "Fees", "Disclosures", "Qualifications", "Effectiveness", "Records", "Construction", "Remedies", "Existence", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Neither this Agreement nor any term hereof may be changed, waived, discharged, or terminated, except by a written agreement signed by the parties hereto.", "references": ["Fees", "Releases", "Jurisdictions", "Adjustments", "Qualifications", "Waiver Of Jury Trials", "Closings", "Successors", "No Waivers", "Records", "Consents", "Disability", "Taxes", "Entire Agreements", "Financial Statements", "Binding Effects", "No Defaults", "Expenses", "Counterparts", "Representations", "Specific Performance", "Severability", "Transactions With Affiliates", "Indemnifications", "Books", "Governing Laws", "Anti-Corruption Laws", "Existence", "Payments", "Cooperation", "Amendments"], "gold": ["Amendments"]}
+{"input": "Until termination of the Employee\u2019s employment with the Company pursuant to this Agreement, the Company shall pay the Employee a base salary (\u201c Base Salary \u201d) of at least Nine Hundred Thirty Thousand Dollars ($930,000) per annum, which shall be payable to the Employee in regular installments in accordance with the Company\u2019s general payroll policies and practices.\u00a0 The Board of Directors, or the Compensation Committee thereof (the \u201c Committee \u201d), shall review the Employee\u2019s Base Salary annually during the period of employment hereunder and, in its sole discretion, may increase, but not decrease, such Base Salary from time to time.", "references": ["Counterparts", "Positions", "Miscellaneous", "Modifications", "Consents", "Terms", "Closings", "Terminations", "Integration", "Qualifications", "Effectiveness", "Use Of Proceeds", "Books", "Solvency", "Death", "No Waivers", "Vesting", "Payments", "Interests", "Sales", "Intellectual Property", "Litigations", "Indemnifications", "Remedies", "Disability", "Vacations", "No Defaults", "Erisa", "Entire Agreements", "Subsidiaries", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "In order to induce Landlord to enter into this Lease, Tenant hereby expressly waives the provisions of any statute or law granting to Tenant any rights or options that affect the agreements of the parties contained in this Section, and Tenant agrees that the provisions of this Section shall govern and control in lieu of the provisions of any such statute or law.", "references": ["Governing Laws", "Forfeitures", "Adjustments", "Consent To Jurisdiction", "Agreements", "Titles", "Arbitration", "Applicable Laws", "Confidentiality", "Vesting", "Interests", "Vacations", "Sanctions", "Interpretations", "Expenses", "Organizations", "Releases", "Binding Effects", "Miscellaneous", "Submission To Jurisdiction", "Specific Performance", "Definitions", "Disclosures", "Notices", "Enforceability", "Defined Terms", "Further Assurances", "Assigns", "Taxes", "Headings", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Company agrees to defend, indemnify (including, without limitation, by providing for the advancement of expenses and reasonable attorneys\u2019 fees) and hold harmless the Consultant for any and all acts taken or omitted to be taken by the Consultant hereunder (except for bad faith, gross negligence or willful misconduct) as if the Consultant was an officer of the Company as provided in the charter and bylaws of the Company in accordance with the same terms, conditions, limitations, standards, duties, rights and obligations as an officer. The provisions of this Section shall survive any termination of this Agreement. In addition, until the five (5) year anniversary of the termination or expiration of this Agreement, the Company shall maintain in effect liability insurance coverage for the Consultant (as an insured person) with respect to his service under this Agreement, on the same or more favorable terms and conditions (from the perspective of the Consultant) as under the liability insurance policies of the Company in effect as of the date of this Agreement.", "references": ["Approvals", "Change In Control", "Tax Withholdings", "Titles", "Adjustments", "Further Assurances", "Expenses", "Employment", "Books", "Authority", "Interests", "Agreements", "Costs", "Liens", "Indemnity", "Positions", "Miscellaneous", "Transactions With Affiliates", "Construction", "Consents", "Survival", "Taxes", "Base Salary", "Cooperation", "Vacations", "Authorizations", "Warranties", "Severability", "Waiver Of Jury Trials", "Sanctions", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Executive agrees that the Executive\u2019s services are unique and that he has access to Confidential Information and Work Product. Accordingly, without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in effect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant.", "references": ["Death", "Sales", "Capitalization", "Titles", "Authorizations", "Arbitration", "Records", "Disability", "Benefits", "Litigations", "Enforceability", "Headings", "Financial Statements", "Entire Agreements", "Binding Effects", "Fees", "Agreements", "Severability", "Effectiveness", "Consent To Jurisdiction", "Disclosures", "Anti-Corruption Laws", "Organizations", "Indemnity", "Miscellaneous", "Positions", "Participations", "Erisa", "Interests", "Interpretations", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Each party\u2019s obligations under Sections 5.9 and 5.10 shall survive the resignation or replacement of Agent or any assignment of rights by or replacement of a Lender or Issuing Bank, the termination of the Revolver Commitments, and the repayment, satisfaction, discharge or Full Payment of any Obligations under the Loan Documents.", "references": ["Indemnifications", "Successors", "Adjustments", "Waiver Of Jury Trials", "Transactions With Affiliates", "Fees", "Further Assurances", "Qualifications", "Defined Terms", "Approvals", "Consents", "Venues", "Effectiveness", "Sanctions", "Construction", "Publicity", "No Waivers", "Anti-Corruption Laws", "Specific Performance", "Withholdings", "Effective Dates", "Payments", "Use Of Proceeds", "Agreements", "Waivers", "Miscellaneous", "Interpretations", "Sales", "Assigns", "Enforceability", "Survival"], "gold": ["Survival"]}
+{"input": "The Sponsor Entities will reimburse the Partnership for all taxes that the Partnership incurs in connection with this Agreement unless prohibited by applicable law.", "references": ["Approvals", "Authorizations", "Costs", "Enforceability", "Vesting", "Organizations", "Employment", "Disclosures", "Effective Dates", "Arbitration", "Submission To Jurisdiction", "Brokers", "Cooperation", "Positions", "Integration", "Adjustments", "Withholdings", "Qualifications", "Insurances", "Counterparts", "Representations", "Warranties", "Further Assurances", "Specific Performance", "Definitions", "Defined Terms", "Litigations", "Terminations", "Tax Withholdings", "Records", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person (other than the Borrower or a Restricted Subsidiary) providing for the leasing by the Borrower or any Restricted Subsidiary of real or personal property that has been or is to be sold or transferred by the Borrower or any Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or any Restricted Subsidiary unless (i)\u00a0the lease is not prohibited pursuant to Section\u00a06.01 and 6.02 and (ii)\u00a0the disposition of such property is not prohibited by Section\u00a06.04.", "references": ["Consents", "Vesting", "Insurances", "Arbitration", "Expenses", "Effective Dates", "Capitalization", "Vacations", "Authorizations", "Financial Statements", "Existence", "Specific Performance", "Survival", "Indemnity", "Employment", "Payments", "Non-Disparagement", "Positions", "Closings", "Releases", "Confidentiality", "Change In Control", "Liens", "Brokers", "Definitions", "Assignments", "Modifications", "Enforcements", "Authority", "Records", "Sales"], "gold": ["Sales"]}
+{"input": "This Agreement may be terminated as set forth in this Section\u00a06.", "references": ["Change In Control", "Intellectual Property", "Specific Performance", "Expenses", "Interpretations", "Applicable Laws", "Arbitration", "Brokers", "Liens", "Employment", "Authority", "Further Assurances", "Powers", "Amendments", "Remedies", "Participations", "Agreements", "Qualifications", "Records", "Authorizations", "Vacations", "Waivers", "Construction", "Books", "Capitalization", "Headings", "Assignments", "Positions", "Subsidiaries", "Approvals", "Terminations"], "gold": ["Terminations"]}
+{"input": "Landlord and Tenant each represents and warrants to the other that such representing party has had no dealings, negotiations, or consultations with respect to the Premises or this transaction with any broker or finder other than a Landlord affiliate and Broker. Each party shall indemnify, defend, and hold harmless the other from and against any and all liability, cost, and expense (including reasonable attorneys\u2019 fees and court costs), arising out of or from or related to its misrepresentation or breach of warranty under this Section. Landlord shall pay Broker a commission in connection with this Lease pursuant to the terms of a separate written agreement between Landlord and Broker. This Section shall survive the Expiration Date.", "references": ["Binding Effects", "Disability", "Withholdings", "Entire Agreements", "Forfeitures", "Transactions With Affiliates", "Use Of Proceeds", "Compliance With Laws", "Indemnity", "Consent To Jurisdiction", "Change In Control", "Interests", "Representations", "Severability", "Counterparts", "Costs", "Closings", "Anti-Corruption Laws", "Benefits", "Insurances", "Effective Dates", "Integration", "Venues", "Submission To Jurisdiction", "Successors", "Terms", "Indemnifications", "Tax Withholdings", "Intellectual Property", "Qualifications", "Brokers"], "gold": ["Brokers"]}
+{"input": "On the terms contained in this Agreement, the closing of the transactions contemplated by this Agreement (the \u201c Closing \u201d) shall take place remotely on the date and time as may be mutually agreeable to the Parties and currently anticipated to be at 10:00 a.m. Pacific Time on or around January\u00a02, 2019. The date and time of the Closing are herein referred to as the \u201c Closing Date \u201d.", "references": ["Death", "Assigns", "Insurances", "Confidentiality", "Severability", "Non-Disparagement", "Miscellaneous", "Survival", "Notices", "Anti-Corruption Laws", "Consent To Jurisdiction", "Vesting", "Counterparts", "Governing Laws", "Integration", "Sanctions", "Indemnifications", "Approvals", "Defined Terms", "Effectiveness", "Litigations", "Successors", "Submission To Jurisdiction", "Specific Performance", "Warranties", "Expenses", "Brokers", "Fees", "Compliance With Laws", "Terminations", "Closings"], "gold": ["Closings"]}
+{"input": "Each of the Company and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority (other than any amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Company or such Subsidiary, as the case may be). Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Tax Lien has been filed, and, to the Knowledge of any Borrower, no claim is being asserted, with respect to any such Tax, fee or other charge.", "references": ["Organizations", "Interpretations", "Adjustments", "Insurances", "Authority", "Sales", "Titles", "Terminations", "Jurisdictions", "Amendments", "Venues", "Disability", "Tax Withholdings", "Costs", "Entire Agreements", "Terms", "Use Of Proceeds", "Submission To Jurisdiction", "Integration", "Counterparts", "No Defaults", "Powers", "Publicity", "Compliance With Laws", "Books", "Indemnifications", "Vacations", "Representations", "Closings", "Participations", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company\u2019s counsel, accountants and other advisors, (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.", "references": ["Qualifications", "Representations", "Successors", "Closings", "Agreements", "Counterparts", "Terms", "Indemnifications", "Vacations", "Costs", "Financial Statements", "Capitalization", "Indemnity", "Waiver Of Jury Trials", "Books", "Insurances", "Governing Laws", "Records", "Integration", "Tax Withholdings", "Severability", "Authorizations", "Withholdings", "Adjustments", "Miscellaneous", "Remedies", "Organizations", "Forfeitures", "Venues", "Solvency", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Company agrees that Buyer can deduct $6,000.00 (Six Thousand Dollars) from the principal payment due under the Note, at the time of cash funding, to be applied to the legal expenses of Buyer.", "references": ["Compliance With Laws", "Agreements", "Base Salary", "Miscellaneous", "Headings", "Modifications", "Terms", "Sales", "Titles", "Severability", "Death", "Survival", "Authorizations", "Enforceability", "Releases", "Costs", "Effectiveness", "Capitalization", "Powers", "Forfeitures", "Erisa", "No Defaults", "Jurisdictions", "Records", "Waiver Of Jury Trials", "Brokers", "Assigns", "Fees", "No Waivers", "Vacations", "Expenses"], "gold": ["Expenses"]}
+{"input": "Any written notices provided for in this Award Agreement that are sent by mail shall be deemed received three business days after mailing, but not later than the date of actual receipt.\u00a0\u00a0Notices shall be directed, if to Awardee, at Awardee\u2019s address indicated by the Company\u2019s records and, if to the Company, at the Company\u2019s principal executive office.", "references": ["General", "Counterparts", "Closings", "Brokers", "Headings", "Consent To Jurisdiction", "Definitions", "Vacations", "Enforcements", "Effective Dates", "Fees", "Miscellaneous", "Specific Performance", "Terms", "Publicity", "Employment", "Solvency", "Submission To Jurisdiction", "Intellectual Property", "Indemnifications", "Sales", "Agreements", "Remedies", "Compliance With Laws", "Tax Withholdings", "Interests", "Death", "Participations", "Capitalization", "Waivers", "Notices"], "gold": ["Notices"]}
+{"input": "(a)\u00a0Each Guarantor waives, to the fullest extent permitted under applicable law, any right to require any Guaranteed Creditor to (i) proceed against the Borrowers, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowers, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other Person, (iii) protect, secure, perfect, or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Guarantor or any other Person, or any collateral or (iv) pursue any other remedy in any Guaranteed Creditor\u2019s power whatsoever.\u00a0\u00a0Each Guarantor waives, to the fullest extent permitted under applicable law, any defense based on or arising out of any defense of the Borrowers, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other person, other than payment of the Relevant Guaranteed Obligations to the extent of such payment and release of such Guarantor from this Guaranty in accordance with Section 18 , based on or arising out of the disability of the Borrowers, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other Person, or the invalidity, illegality or unenforceability of the Relevant Guaranteed Obligations or any part thereof for any cause, or the cessation from any cause of the liability of the Borrowers or any other Guaranteed Party other than payment of the Relevant Guaranteed Obligations to the extent of such payment and release of such Guarantor from this Guaranty in accordance with Section 18 .\u00a0\u00a0The Guaranteed Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or any other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Guaranteed Creditors may have against the Borrowers, any other Guaranteed Party or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Relevant Guaranteed Obligations have been paid.\u00a0\u00a0Each Guarantor waives, to the fullest extent permitted under law, any defense arising out of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrowers, any other Guaranteed Party or any other Person or any security.", "references": ["Consent To Jurisdiction", "Records", "Base Salary", "Effectiveness", "Books", "No Waivers", "Miscellaneous", "Warranties", "Payments", "Litigations", "General", "Authorizations", "Adjustments", "Sanctions", "Severability", "Effective Dates", "Arbitration", "Terminations", "Change In Control", "Insurances", "Vesting", "Indemnity", "Positions", "Participations", "Non-Disparagement", "Authority", "Benefits", "Sales", "Cooperation", "Further Assurances", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Company and each of its Subsidiaries are, and since January 1, 2015 have been, in compliance with and not in default under or in violation of any Law, except as where such non-compliance would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company\u2019s business, financial condition or results of operations or the Company\u2019s ability to perform its obligations under this Agreement. Within the past three years, neither the Company nor any of its Subsidiaries have received any notice or other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company\u2019s business, financial condition or results of operations or the Company\u2019s ability to perform its obligations under this Agreement.", "references": ["Definitions", "Erisa", "Severability", "Solvency", "Litigations", "Sanctions", "Liens", "Modifications", "Disability", "Effectiveness", "Expenses", "Construction", "Remedies", "Anti-Corruption Laws", "Existence", "Subsidiaries", "Amendments", "Further Assurances", "Defined Terms", "Assigns", "Survival", "Employment", "Approvals", "Integration", "Warranties", "Waiver Of Jury Trials", "Use Of Proceeds", "No Conflicts", "Waivers", "Vacations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each Issuer agrees that any references to Agent, any Noteholder or any of their respective affiliates made in connection with the Transactions are subject to the prior approval of Agent or such Noteholder, as applicable, which approval shall not be unreasonably withheld.\u00a0 Agent and Noteholders shall not be permitted to use information related to the syndication and arrangement of the Notes in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications, including, but not limited to, the placement of \u201ctombstone\u201d advertisements in publications of their choice at their own expense, without the prior written consent of Parent Guarantor (such consent not to be unreasonably withheld or delayed); provided , that (I), notwithstanding anything to the contrary herein, Agent and Noteholders may include references to the Notes in their marketing materials without the prior written consent of Issuers so long as such references shall be limited to:\u00a0 (i)\u00a0a description of the Transactions, including industry type; (ii)\u00a0a reproduction of any Issuer\u2019s logo; (iii)\u00a0a description of Agent\u2019s and/or Noteholders\u2019 roles in the Transactions (e.g., notes agent, Noteholder); (iv)\u00a0the date and amount of the Notes; and (v)\u00a0the names of the Issuers and the other Note Parties, and (II)\u00a0upon the consent by Parent Guarantor, Agent and Noteholders may make and distribute reproductions of such consented-to marketing, press releases or other transactional announcements or updates.", "references": ["Withholdings", "Terminations", "Qualifications", "General", "No Waivers", "Existence", "Use Of Proceeds", "Transactions With Affiliates", "Capitalization", "Jurisdictions", "Confidentiality", "Assigns", "Indemnity", "Waiver Of Jury Trials", "No Defaults", "Consent To Jurisdiction", "Interests", "Organizations", "Enforcements", "Fees", "Vesting", "Consents", "Representations", "Disclosures", "Books", "Integration", "Records", "Expenses", "Remedies", "Survival", "Publicity"], "gold": ["Publicity"]}
+{"input": "Change its name or the Borrower State or relocate its chief executive office without thirty (30) days' prior written notification; replace its chief executive officer or chief financial officer (i) without prompt notice to Bank and (ii) unless a replacement for such officer is approved by Borrower's Board of Directors and engaged by Borrower within ninety (90) days of such change; engage in any business, or permit any of its Subsidiaries to engage in any business, other than or reasonably related or incidental to the businesses currently engaged in by Borrower; change its fiscal year end; have a Change in Control; provided that the foregoing clause shall not apply to any Change of Control pursuant to which the Obligations are indefeasibly paid in full in cash contemporaneously with the close or consummation of such transaction and the Bank's obligations to make any Credit Extensions are terminated as of the close or consummation of such transaction.", "references": ["Transactions With Affiliates", "Representations", "Anti-Corruption Laws", "Approvals", "Liens", "Authority", "Assignments", "Payments", "Authorizations", "Employment", "Capitalization", "Positions", "Participations", "Applicable Laws", "Defined Terms", "Successors", "Interests", "Enforceability", "Financial Statements", "Titles", "Subsidiaries", "Interpretations", "Base Salary", "Existence", "Counterparts", "Death", "Fees", "Survival", "Disclosures", "Powers", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "As a condition precedent to the delivery of Shares in settlement of the PSUs, you are required to pay to the Company, in accordance with Section\u00a014 of the Plan, the amount of any required domestic or foreign tax withholding obligations, including any social security or social insurance obligations (\u201c Tax Withholding Obligations \u201d). You hereby authorize the Company to withhold from payroll or other amounts payable to you any sums required to satisfy such Tax Withholding Obligations. Prior to the Vesting Date, you must make arrangements acceptable to the Company for payment of any Tax Withholding Obligations, which may include (i)\u00a0delivering Shares you already own or having the Company retain a portion of the Shares that would otherwise be delivered to you, in either case with an aggregate Fair Market Value equal to the required amount of the Tax Withholding Obligations, or (ii)\u00a0establishing a \u201c10b5-1 Plan\u201d pursuant to which a brokerage firm acceptable to the Company is authorized to sell on your behalf in the open market at the then prevailing market price(s) as soon as practicable on or after the Vesting Date the minimum whole number of Shares from the Shares issuable to you in settlement of the vested PSUs as is determined to be sufficient to generate cash proceeds adequate to satisfy such Tax Withholding Obligations.", "references": ["Submission To Jurisdiction", "Positions", "Fees", "Indemnity", "Specific Performance", "Litigations", "Use Of Proceeds", "Subsidiaries", "Successors", "Books", "Modifications", "Enforceability", "Assigns", "Interpretations", "Consent To Jurisdiction", "Taxes", "Change In Control", "Disclosures", "Base Salary", "Anti-Corruption Laws", "Further Assurances", "Severability", "Solvency", "General", "Expenses", "Publicity", "Vesting", "Compliance With Laws", "Construction", "Existence", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "During the Term, the Limited Partner shall be eligible to participate in any benefit plans or programs sponsored or maintained by the Partnership and its Affiliates (including, without limitation, any life insurance, disability insurance and liability insurance), on the same general terms provided to other Individual Limited Partners, as such terms may be amended from time to time by the Partnership and its Affiliates in their sole discretion.", "references": ["Records", "Participations", "Vesting", "Construction", "Brokers", "No Defaults", "Authorizations", "Effective Dates", "Closings", "Capitalization", "Interpretations", "Notices", "Taxes", "Compliance With Laws", "Disability", "Use Of Proceeds", "Sales", "Fees", "Tax Withholdings", "Further Assurances", "Indemnifications", "Effectiveness", "Costs", "Governing Laws", "Applicable Laws", "Specific Performance", "Terminations", "Submission To Jurisdiction", "Change In Control", "Liens", "Benefits"], "gold": ["Benefits"]}
+{"input": "The payment of any amounts otherwise payable to the Executive on account of termination of employment under this Agreement which constitute deferred compensation within the meaning of Section 409A and which are subject (among other conditions, if any) to a release of claims in a customary form mutually satisfactory to the Company and Executive may be delayed at the discretion of the Company for up to three (3) days following the Executive\u2019s delivery of release and such release becoming irrevocable (an \u201c Effective Release \u201d)) but in no event later than sixty (60) days following the Executive\u2019s termination of employment, subject to Section \u200e19.1. Regardless of any payment, however, all such amounts remain conditioned on an Effective Release such that if the Executive fails to deliver (or if the Executive revokes) the Executive\u2019s release the Executive will forfeit and must immediately return such amounts on the Company\u2019s demand.\u00a0\u00a0If the sixty (60)-day period following a separation from service begins in one calendar year and ends in a second calendar year (a \u201c Crossover 60-Day Period \u201d) and if there are any payments that are subject to Section 409A that are:\u00a0\u00a0(i)\u00a0conditioned on the Executive signing and not revoking a release of claims and (ii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such payments will be delayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.", "references": ["Withholdings", "Solvency", "Duties", "Amendments", "Vesting", "Severability", "Miscellaneous", "Jurisdictions", "Successors", "Powers", "Taxes", "Use Of Proceeds", "Applicable Laws", "Disclosures", "Approvals", "Sales", "Interests", "Existence", "Specific Performance", "No Defaults", "Agreements", "Definitions", "Assignments", "Integration", "Publicity", "Compliance With Laws", "Entire Agreements", "Sanctions", "Consents", "Closings", "Releases"], "gold": ["Releases"]}
+{"input": "All notices relating to this Agreement shall be in writing and shall be either personally delivered, sent by telecopy (receipt confirmed) or mailed by certified mail, return receipt requested, to be delivered at such address as is indicated below, or at such other address or to the attention of such other person as the recipient has specified by prior written notice to the sending party. Notice shall be effective when so personally delivered, one business day after being sent by telecopy or five days after being mailed.", "references": ["Severability", "Vesting", "Authorizations", "Costs", "Confidentiality", "Forfeitures", "Further Assurances", "Defined Terms", "Miscellaneous", "Enforcements", "Taxes", "Base Salary", "Indemnifications", "Intellectual Property", "Agreements", "Applicable Laws", "Binding Effects", "Governing Laws", "No Defaults", "Authority", "Terminations", "Venues", "Waiver Of Jury Trials", "Positions", "Definitions", "Consent To Jurisdiction", "Solvency", "No Waivers", "Entire Agreements", "Enforceability", "Notices"], "gold": ["Notices"]}
+{"input": "The Co-Issuers hereby irrevocably submit to the non-exclusive jurisdiction of any New\u00a0York State or federal court sitting in the Borough of Manhattan in The City of New\u00a0York in any action or Proceeding arising out of or relating to the Notes or this Indenture, and the Co-Issuers hereby irrevocably agree that all claims in respect of such action or Proceeding may be heard and determined in such New\u00a0York State or federal court. The Co-Issuers hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or Proceeding and further waives the right to object, with respect to such Proceeding, that such court does not have any jurisdiction over such party. The Co-Issuers irrevocably consent to the service of any and all process in any action or Proceeding by the mailing or delivery of copies of such process to it at the office of the Co-Issuers\u2019 agent set forth in Section\u00a0 7.2 . The Co-Issuers agree that a final judgment in any such action or Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.", "references": ["Sanctions", "Solvency", "Base Salary", "Indemnifications", "Further Assurances", "Participations", "Costs", "Financial Statements", "Withholdings", "Assignments", "Construction", "Qualifications", "Litigations", "Authorizations", "Effective Dates", "Confidentiality", "Payments", "Vacations", "Sales", "Approvals", "Capitalization", "Successors", "Fees", "Entire Agreements", "Subsidiaries", "Binding Effects", "Duties", "Counterparts", "Cooperation", "Waivers", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Parent has no Subsidiaries other than the Acquisition Subsidiary. The Acquisition Subsidiary is an entity duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of its organization. The Acquisition Subsidiary was formed solely to effectuate the Merger and it has not conducted any business operations since its organization. The Parent has delivered or made available to the Company complete and accurate copies of the charter, bylaws or other organizational documents of the Acquisition Subsidiary. The Acquisition Subsidiary has no assets other than minimal paid-in capital, it has no liabilities or other obligations, and it is not in default under or in violation of any provision of its charter, bylaws or other organizational documents. All of the issued and outstanding shares of capital stock of the Acquisition Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All shares of the Acquisition Subsidiary are owned by the Parent free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, security interests, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Parent or the Acquisition Subsidiary is a party, or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of the Acquisition Subsidiary (except as contemplated by this Agreement). There are no outstanding stock appreciation, phantom stock or similar rights with respect to the Acquisition Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Acquisition Subsidiary.", "references": ["Enforcements", "Releases", "Severability", "Entire Agreements", "Non-Disparagement", "Terminations", "Sanctions", "Successors", "Specific Performance", "Titles", "Representations", "Death", "Approvals", "General", "Consents", "Indemnity", "Cooperation", "Sales", "Defined Terms", "Waivers", "Disability", "Arbitration", "Disclosures", "Modifications", "Compliance With Laws", "Financial Statements", "Binding Effects", "Interests", "Confidentiality", "Indemnifications", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Parties acknowledge and agree that the provisions relating to force majeure, indemnity and the limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Lease or the Omnibus Agreement to the contrary and solely for the purpose of determining which of the Related Refinery Owners or the Relevant Asset Owners shall be liable in a particular circumstance, neither a the Related Refinery Owner nor the Relevant Asset Owner shall be liable to another Party for any default, loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, \u201c Damages \u201d) by such Party except to the extent set forth in the Omnibus Agreement and to the extent that the Related Refinery Owner or the Relevant Asset Owner causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages. In no event shall any Related Refinery Owner have any liability to another Related Refinery Owner, or shall any Relevant Asset Owner have any liability to another Relevant Asset Owner, for Damages, regardless of how caused or under any theory of recovery.", "references": ["Litigations", "Fees", "Cooperation", "Solvency", "Miscellaneous", "Warranties", "Consents", "Vesting", "Consent To Jurisdiction", "Non-Disparagement", "Forfeitures", "Remedies", "Effectiveness", "Enforcements", "Benefits", "Confidentiality", "Liens", "Definitions", "Intellectual Property", "Submission To Jurisdiction", "Change In Control", "Assignments", "Representations", "Applicable Laws", "Authorizations", "Counterparts", "Books", "Vacations", "Base Salary", "No Defaults", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be those set forth in the communications and documents that each party has provided the other immediately preceding the issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.", "references": ["Brokers", "Submission To Jurisdiction", "Vesting", "Interests", "Duties", "Assigns", "Disclosures", "Litigations", "Releases", "Governing Laws", "Non-Disparagement", "Entire Agreements", "Indemnity", "Withholdings", "Waivers", "Further Assurances", "No Conflicts", "Arbitration", "Change In Control", "Forfeitures", "Effective Dates", "Intellectual Property", "Benefits", "Taxes", "Confidentiality", "Defined Terms", "Integration", "Approvals", "Base Salary", "Sales", "Notices"], "gold": ["Notices"]}
+{"input": "Upon the termination of the Security Agreement in accordance with Section \u00a06.11 thereof, the Collateral Agent shall, at the expense of such Grantor, execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the lien on and security interest in the Patents under this Patent Security Agreement.", "references": ["Fees", "Agreements", "Brokers", "Jurisdictions", "Remedies", "Litigations", "Vacations", "Existence", "Interpretations", "Specific Performance", "Approvals", "Closings", "Non-Disparagement", "No Waivers", "Duties", "Interests", "Binding Effects", "Releases", "Financial Statements", "Sales", "Consent To Jurisdiction", "Books", "Authority", "Withholdings", "Transactions With Affiliates", "Insurances", "Applicable Laws", "Adjustments", "Warranties", "Sanctions", "Terminations"], "gold": ["Terminations"]}
+{"input": "A Participant shall have a fully vested, nonforfeitable right to any benefits derived from Before-Tax Contributions, Roth 401(k) Contributions, After-Tax Contributions and Catch-up Contributions made under this Section\u00a03.02.", "references": ["Withholdings", "Enforcements", "Effectiveness", "Tax Withholdings", "Indemnifications", "Remedies", "Records", "Authority", "Venues", "Sanctions", "Closings", "No Defaults", "Authorizations", "Use Of Proceeds", "Change In Control", "Entire Agreements", "No Conflicts", "Effective Dates", "Consents", "Sales", "Death", "Binding Effects", "Releases", "Erisa", "Integration", "Representations", "Consent To Jurisdiction", "Qualifications", "Survival", "Amendments", "Vesting"], "gold": ["Vesting"]}
+{"input": "Unless otherwise specifically provided herein, no amendment, modification, waiver, or other supplement of the terms of this Agreement (including the Restructuring Term Sheet) shall be valid unless such amendment, modification, waiver, or other supplement is in writing and has been signed by the Company and the Requisite Consenting Creditors; provided, however, that any amendment to this Agreement to (i)\u00a0the defined term \u201cRequisite Consenting Creditors,\u201d (ii) the conditions to the effectiveness of this Agreement set forth in Section \u00a037 , and (iii)\u00a0this Section \u00a015 , shall require the written consent of the Company and each Initial Consenting Creditor.", "references": ["Construction", "Further Assurances", "Brokers", "Terms", "Warranties", "Anti-Corruption Laws", "Powers", "Death", "General", "Enforcements", "No Conflicts", "Transactions With Affiliates", "Costs", "Assignments", "Effective Dates", "Specific Performance", "Adjustments", "Sanctions", "Authorizations", "Closings", "No Defaults", "Duties", "Sales", "Approvals", "Indemnifications", "Change In Control", "Insurances", "Vacations", "Governing Laws", "Base Salary", "Amendments"], "gold": ["Amendments"]}
+{"input": "For services rendered under this Agreement, Teva USA shall pay the Executive a salary at the rate of U.S.\u00a0$700,000 per annum (such salary, or any increased salary granted to the Executive pursuant to this Section\u00a05(a), the\u00a0\u201c Base Salary \u201d). The Executive\u2019s Base Salary shall be payable in accordance with the payroll practices of Teva USA as the same shall exist from time to time. The Human Resources and Compensation Committee (the\u00a0\u201c Compensation Committee \u201d) of the Board of Directors of TPI (the\u00a0\u201c TPI Board \u201d), with input from the President and Chief Executive Officer of TPI, shall periodically consider and resolve whether to approve adjustments to the Executive\u2019s Base Salary, according to the considerations specified in the shareholder-approved compensation policy of TPI in effect from time to time (the\u00a0\u201c Compensation Policy \u201d) and subject to approval of the Compensation Committee and TPI Board.", "references": ["Consents", "Disability", "Jurisdictions", "Construction", "Participations", "Effective Dates", "Tax Withholdings", "Cooperation", "Vesting", "Compliance With Laws", "Sales", "Effectiveness", "Records", "Successors", "Benefits", "Insurances", "Costs", "Change In Control", "Adjustments", "Defined Terms", "Sanctions", "Expenses", "Severability", "Qualifications", "Fees", "Amendments", "Erisa", "Enforcements", "Agreements", "Existence", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Tenant agrees to pay all Real Estate Taxes (as such term is hereinafter defined) at the times and in the manner hereinafter specified. For the final year of the lease term, Tenant shall be obligated to pay only the pro rata share of the Real Estate Taxes attributable to such year. Tax bills (except as hereinafter provided) shall be conclusive evidence of the amount of such taxes to be paid by Tenant.", "references": ["Authorizations", "No Conflicts", "Powers", "Releases", "Forfeitures", "Qualifications", "Closings", "Expenses", "Disclosures", "Litigations", "Defined Terms", "Confidentiality", "Financial Statements", "Death", "Tax Withholdings", "Benefits", "Publicity", "Change In Control", "Miscellaneous", "Submission To Jurisdiction", "Books", "Venues", "Costs", "Headings", "Enforcements", "Participations", "Records", "Waivers", "Effectiveness", "Notices", "Taxes"], "gold": ["Taxes"]}
+{"input": "Section and subsection headings are for convenience of reference and not part of this Plan, and shall not influence its interpretation. Whenever any words are used in the Plan in the singular, masculine, feminine or neuter form, they shall be construed as though they were also used in the plural, feminine, masculine or non-neuter form, respectively, in all cases where such interpretation is reasonable.", "references": ["Brokers", "Payments", "Definitions", "Vesting", "Tax Withholdings", "Consents", "Indemnifications", "Cooperation", "Warranties", "Assignments", "No Conflicts", "Notices", "Severability", "Use Of Proceeds", "Applicable Laws", "Books", "Positions", "Employment", "Closings", "Successors", "Sanctions", "Terminations", "Waivers", "Counterparts", "Duties", "Financial Statements", "Sales", "Construction", "Enforceability", "No Waivers", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Except as expressly modified hereby, the Purchase Agreement remains in full force and effect and Seller and Buyer ratify and affirm the Purchase Agreement as modified hereby. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute the same instrument. This Amendment may be executed via PDF and that PDF shall be deemed an original for all purposes. If a provision of this Amendment conflicts with a provision of the Purchase Agreement, this Amendment shall supersede and control.", "references": ["Effectiveness", "Powers", "Effective Dates", "Expenses", "Payments", "Intellectual Property", "Closings", "Survival", "Consents", "Tax Withholdings", "Disclosures", "Warranties", "Indemnity", "Representations", "Definitions", "Interpretations", "Records", "No Waivers", "Anti-Corruption Laws", "Enforcements", "Taxes", "Venues", "Transactions With Affiliates", "Withholdings", "Severability", "Books", "Subsidiaries", "Adjustments", "Insurances", "Authorizations", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "During the Employment Term, the Executive will serve as the President and Chief Executive Officer of the Company.\u00a0 The Executive will also serve as an officer, director, or employee of any other member of the Company Group, as may be applicable, on the terms and conditions set forth herein, and without any additional compensation.\u00a0 The employment relationship between the Company and the Executive will be governed by the applicable general employment policies and practices of the Company Group in effect from time to time, including those relating to ethics and business conduct, confidential information, harassment and discrimination, expense reimbursement and avoidance of conflicts (together, the \u201c Company Policies \u201d).", "references": ["Remedies", "Waivers", "Enforcements", "Titles", "Payments", "Closings", "Existence", "Counterparts", "Definitions", "Assignments", "Entire Agreements", "Modifications", "Successors", "Consent To Jurisdiction", "Death", "Participations", "Anti-Corruption Laws", "Duties", "Financial Statements", "Sanctions", "Warranties", "Representations", "Compliance With Laws", "Non-Disparagement", "Headings", "Releases", "Capitalization", "Severability", "Vacations", "Notices", "Employment"], "gold": ["Employment"]}
+{"input": "Section headings in this Fourth Amendment are included herein for convenience of reference only and shall not constitute a part of this Fourth Amendment for any other purpose.", "references": ["Counterparts", "Interpretations", "Submission To Jurisdiction", "Terms", "Withholdings", "Publicity", "Intellectual Property", "Duties", "General", "Specific Performance", "Indemnity", "No Defaults", "Insurances", "Governing Laws", "Organizations", "Forfeitures", "Benefits", "Further Assurances", "Venues", "Existence", "Entire Agreements", "Anti-Corruption Laws", "Releases", "Disclosures", "Integration", "Effective Dates", "Remedies", "Definitions", "Payments", "Employment", "Headings"], "gold": ["Headings"]}
+{"input": "Notwithstanding anything to the contrary contained herein, the representations and warranties of the Parties contained herein, as well as the Party\u2019s respective rights and obligations arising under Article VIII hereof shall survive the termination of this Agreement and shall inure to the benefit of the Parties and their successors and assigns.", "references": ["Vesting", "Solvency", "Consents", "Waiver Of Jury Trials", "Fees", "Terms", "Amendments", "No Conflicts", "No Defaults", "Venues", "Counterparts", "Records", "Compliance With Laws", "Submission To Jurisdiction", "Headings", "Remedies", "Non-Disparagement", "Confidentiality", "Entire Agreements", "Transactions With Affiliates", "Modifications", "Authorizations", "General", "Positions", "Liens", "Definitions", "Duties", "Severability", "Representations", "Erisa", "Survival"], "gold": ["Survival"]}
+{"input": "The Participant may be required to repay to the Company the proceeds received in connection with, or return to the Company, the Performance Stock Units: (i) if during the course of employment the Participant engages in conduct, or it is discovered that the Participant has engaged in conduct, that is (x) materially adverse to the interest of the Company, which include failures to comply with the Company\u2019s written rules or regulations and material violations of any agreement with the Company, (y) fraud, or (z) conduct contributing to any financial restatements or irregularities occurring during or after employment\u037e (ii) if during the course of employment, the Participant competes with, or engages in the solicitation and/or diversion of customers, vendors or employees of, the Company or it is discovered that the executive employee has engaged in such conduct\u037e (iii) if following termination of employment, the Participant violates any post-termination obligations or duties owed to, or any agreement with, the Company, which includes this Agreement, any employment agreement and other agreements restricting post-employment conduct\u037e (iv) if following termination of employment, the Company discovers facts that would have supported a termination for Cause had such facts been known to the Company before the termination of employment\u037e and (v) if compensation that is promised or paid to the Participant is required to be forfeited and/or repaid to the Company pursuant to applicable regulatory requirements as in effect from time to time and/or such forfeiture or repayment affects amounts or benefits payable under this Agreement.", "references": ["Severability", "Effectiveness", "Costs", "Erisa", "Indemnifications", "Expenses", "Enforceability", "Authority", "Effective Dates", "Enforcements", "Remedies", "Non-Disparagement", "Notices", "Waiver Of Jury Trials", "Terms", "General", "Amendments", "Counterparts", "Entire Agreements", "Subsidiaries", "Consents", "Terminations", "Disclosures", "Change In Control", "Base Salary", "No Conflicts", "Organizations", "Records", "Tax Withholdings", "Duties", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Notices and other communications provided for under the Intercreditor Agreement to be provided to [the Joining Additional Agent] shall be sent to the address set forth on Annex 1 attached hereto (until notice of a change thereof is delivered as provided in Section 7.5 of the Intercreditor Agreement).", "references": ["Use Of Proceeds", "Confidentiality", "Capitalization", "Successors", "Anti-Corruption Laws", "Consents", "Entire Agreements", "Remedies", "Benefits", "No Conflicts", "No Waivers", "Miscellaneous", "Solvency", "Organizations", "Books", "Change In Control", "Warranties", "Liens", "Agreements", "Survival", "Applicable Laws", "Terminations", "Qualifications", "Integration", "Authority", "Payments", "Records", "Assigns", "Cooperation", "Sales", "Notices"], "gold": ["Notices"]}
+{"input": "Holdings and the Borrower will, and will cause each of its Restricted Subsidiaries to, comply with the requirements of (i)\u00a0OFAC and the FCPA applicable to it and (ii)\u00a0all applicable laws, rules, regulations and orders of any Governmental Authority (including ERISA, all Environmental Laws and the USA PATRIOT Act), except, in the case of clause (ii) , to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect.", "references": ["Waiver Of Jury Trials", "Books", "Insurances", "Interests", "Enforcements", "Duties", "Severability", "Remedies", "Publicity", "Death", "Releases", "Titles", "Notices", "Adjustments", "Authority", "Miscellaneous", "Waivers", "Headings", "Disability", "Anti-Corruption Laws", "Financial Statements", "Venues", "Effectiveness", "Defined Terms", "Integration", "Amendments", "Base Salary", "Interpretations", "Assigns", "Terms", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each Obligor maintains, with insurance companies that the officers of such Obligor believe are financially sound and reputable, such public liability insurance, business interruption insurance, third party property damage insurance and casualty insurance with respect to liabilities, losses or damage in respect of its respective properties and assets as the officers of such Obligor believe are customarily carried or maintained under similar circumstances by Persons engaged in similar businesses, in each case, in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as the officers of such Obligor believe are customary for such other Persons to maintain under similar circumstances in similar businesses.", "references": ["Payments", "Remedies", "Disclosures", "Modifications", "Titles", "Capitalization", "Sales", "Construction", "Confidentiality", "Books", "Base Salary", "Financial Statements", "Expenses", "Interests", "Consents", "Binding Effects", "Participations", "Transactions With Affiliates", "Withholdings", "Vacations", "Terminations", "Tax Withholdings", "Organizations", "Arbitration", "No Conflicts", "Waivers", "Effectiveness", "Warranties", "Applicable Laws", "Terms", "Insurances"], "gold": ["Insurances"]}
+{"input": "Guarantor waives (a) any right to the benefit of, or to direct the application of, any security held by Landlord, (b) any right to require Landlord to proceed against Tenant or any other person or entity for enforcement of the Lease or the guaranteed obligations, (c) any defense arising out of any amendment of the Lease or the guaranteed obligations (except that Guarantor\u2019s obligations under this Guaranty shall be limited to the terms of the Lease and the guaranteed obligations, as so amended), (d) any right of subrogation to any rights of Landlord, and any right of reimbursement, indemnity or contribution against any person or entity with direct or contingent liability for any of the guaranteed obligations, (e) any defense to Landlord\u2019s recovery of any deficiency after Landlord has exercised any right or remedy, even if such exercise results in any impairment of Guarantor\u2019s rights of reimbursement or subrogation or any other rights of Guarantor against Tenant, (f) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of Guarantor against Tenant or any security held by Landlord, (g) any defense arising by reason of any legal disability or other defense of Tenant to the enforcement of this Guaranty, or the cessation or reduction of the liability of Tenant from any cause whatsoever other than full payment, performance and discharge of the obligations under the Lease, except that the waiver in this item (g) shall be inapplicable with regard to an invalid or unenforceable provision of the Lease that (A) is the specific provision or guaranteed obligation as to which Landlord is seeking Guarantor\u2019s performance, and (B) is invalid or unenforceable generally, rather than invalid or unenforceable specifically against Tenant due to a legal disability particular to Tenant (including, without limitation, insolvency or bankruptcy of Tenant), (h) notice of acceptance of this Guaranty, (i) notice of Tenant\u2019s default in the payment or performance of any of the guaranteed obligations, and (j) presentment, demand, protest and notice of any other kind.", "references": ["Titles", "Disability", "Sanctions", "Compliance With Laws", "Forfeitures", "Severability", "Specific Performance", "Use Of Proceeds", "Adjustments", "Authority", "Agreements", "Vacations", "Authorizations", "Interests", "Withholdings", "Counterparts", "Enforceability", "Anti-Corruption Laws", "Binding Effects", "Headings", "Transactions With Affiliates", "Remedies", "Interpretations", "Amendments", "Cooperation", "Litigations", "Intellectual Property", "Jurisdictions", "Records", "Brokers", "Waivers"], "gold": ["Waivers"]}
+{"input": "If your employment or service with Motorola Solutions or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below), Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.", "references": ["Releases", "Defined Terms", "Waiver Of Jury Trials", "Indemnity", "Vesting", "Fees", "Modifications", "Liens", "Further Assurances", "Sales", "Effective Dates", "Transactions With Affiliates", "Jurisdictions", "Consents", "Agreements", "Duties", "Non-Disparagement", "Taxes", "Miscellaneous", "Insurances", "Assigns", "Capitalization", "Litigations", "Remedies", "General", "Notices", "Binding Effects", "Brokers", "Interests", "No Conflicts", "Disability"], "gold": ["Disability"]}
+{"input": "In the event of a Change in Control, Grantee\u2019s outstanding RSUs will be deemed to have vested and any shares underlying such RSUs not previously issued shall be issued within ten days after the Change in Control. For purposes of clarification, in such a situation, all Time-Based RSUs will vest, and Performance-Based RSUs will vest at the target levels as described in Exhibit A hereto. A \u201cChange in Control\u201d shall be deemed to have taken place if (i) any Person (as defined below) other than an entity in the Company Group or an employee benefit plan of the Company Group (or any Person organized, appointed or established by the Company Group for or pursuant to the terms of any such employee benefit plan), together with all affiliates and associates of such Person, becomes the beneficial owner in the aggregate of 25% or more of the common stock of the Corporation then outstanding, or (ii) during any twenty-four month period, individuals who at the beginning of such period constituted the Board of Directors of the Corporation or The Bryn Mawr Trust Company (the \u201cBank\u201d) cease, for any reason, to constitute a majority thereof, unless the election, or the nomination for election by the Corporation or the Bank\u2019s shareholders, as the case may be, of each director who was not a director at the beginning of such period was approved by a vote of at least two-thirds of the directors in office at the time of such election or nomination, who were directors at the beginning of such period .", "references": ["Remedies", "Terminations", "Applicable Laws", "Expenses", "Sanctions", "Compliance With Laws", "Notices", "Assignments", "Interpretations", "Vacations", "Jurisdictions", "Miscellaneous", "Enforceability", "Confidentiality", "Fees", "Approvals", "Binding Effects", "Interests", "Brokers", "Successors", "Positions", "Employment", "Authority", "Governing Laws", "Sales", "Vesting", "Liens", "Withholdings", "Counterparts", "Base Salary", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Harte Hanks is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted.", "references": ["Construction", "Enforceability", "Death", "Sales", "Defined Terms", "Severability", "Agreements", "Sanctions", "Use Of Proceeds", "Liens", "Entire Agreements", "Representations", "No Defaults", "Binding Effects", "Arbitration", "Authority", "Vacations", "Cooperation", "Non-Disparagement", "Titles", "Assignments", "Interests", "Remedies", "Tax Withholdings", "Withholdings", "Venues", "Solvency", "Terms", "Releases", "Amendments", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement may be terminated by any Purchaser, as to such Purchaser\u2019s 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 the Termination Date; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Remedies", "Applicable Laws", "Capitalization", "Taxes", "No Conflicts", "Adjustments", "Transactions With Affiliates", "Vacations", "Notices", "Tax Withholdings", "Venues", "Indemnity", "Publicity", "Positions", "Survival", "Erisa", "Submission To Jurisdiction", "Sanctions", "Successors", "Fees", "Intellectual Property", "No Defaults", "Definitions", "Construction", "Severability", "Specific Performance", "Anti-Corruption Laws", "Expenses", "Books", "Interpretations", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to the Purchaser by the Company or any of the Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Purchaser, except: (a) as required by federal securities law in connection with any registration statement and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (b).", "references": ["Adjustments", "Forfeitures", "Financial Statements", "Powers", "Enforceability", "Waivers", "Indemnifications", "Indemnity", "Insurances", "Submission To Jurisdiction", "Enforcements", "Severability", "Death", "Entire Agreements", "Counterparts", "Qualifications", "Records", "Vacations", "Terms", "Arbitration", "Applicable Laws", "Titles", "Positions", "Assignments", "Cooperation", "Payments", "Compliance With Laws", "Waiver Of Jury Trials", "Brokers", "Change In Control", "Publicity"], "gold": ["Publicity"]}
+{"input": "This Sixth Amendment may be executed in counterparts, each of which shall be deemed an original and all of said counterparts shall constitute but one and the same instrument. Signatures delivered via facsimile or other electronic means shall be accepted as if original.", "references": ["Remedies", "Transactions With Affiliates", "Terminations", "Sanctions", "Base Salary", "Subsidiaries", "Disability", "Enforcements", "Use Of Proceeds", "Applicable Laws", "Construction", "Adjustments", "Releases", "Cooperation", "Financial Statements", "Employment", "Qualifications", "Submission To Jurisdiction", "Effective Dates", "Duties", "Withholdings", "Vesting", "Entire Agreements", "Positions", "Indemnity", "Participations", "Publicity", "Disclosures", "Liens", "Terms", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "A Participant\u2019s interest in the Tricon Common Stock Account is valued as of a Valuation Date by multiplying the number of phantom shares credited to his Account on such date by the fair market value of a share of Tricon Common Stock on such date, and then adding the value of the Participant\u2019s dividend subaccount.", "references": ["Anti-Corruption Laws", "Specific Performance", "Costs", "Confidentiality", "Participations", "Indemnity", "Solvency", "Capitalization", "Subsidiaries", "Compliance With Laws", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Survival", "Consents", "Counterparts", "Base Salary", "No Defaults", "Effectiveness", "Books", "General", "Authority", "Liens", "Intellectual Property", "Litigations", "Headings", "Disability", "Payments", "Employment", "Cooperation", "No Conflicts", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "PA shall maintain comprehensive general, professional liability and other standard insurance coverages for itself and PA\u2019s professional practice with limits of not less than $1,000,000 per claim and with aggregate annual policy limits of not less than $3,000,000 during the term of this Agreement.", "references": ["Disclosures", "Successors", "Payments", "Notices", "No Waivers", "Applicable Laws", "Interests", "Participations", "Defined Terms", "Existence", "Further Assurances", "Authorizations", "Modifications", "Enforceability", "Publicity", "Anti-Corruption Laws", "Withholdings", "Titles", "Definitions", "Interpretations", "General", "Authority", "Non-Disparagement", "Amendments", "Warranties", "Expenses", "Cooperation", "Closings", "Forfeitures", "No Conflicts", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Lender, upon execution and delivery of the Agreement or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 9.5 , the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).", "references": ["Sales", "Disability", "Venues", "Adjustments", "Approvals", "Authority", "Change In Control", "Construction", "Interpretations", "Vacations", "Terminations", "Specific Performance", "Waivers", "Defined Terms", "Closings", "Vesting", "Withholdings", "Tax Withholdings", "Powers", "Effectiveness", "Assignments", "Integration", "Consents", "Existence", "Survival", "General", "Costs", "Amendments", "No Defaults", "Duties", "Representations"], "gold": ["Representations"]}
+{"input": "Employee agrees he will cease performing the day-to-day functions of his Senior Vice President, Well Servicing position effective January 1, 2019. Thereafter and through May 31, 2019, he will remain an active employee of the Company, classified in an Executive Consultant position. In that position, Employee will be expected to provide advice and counsel from time to time on matters within his experience and expertise, be available to provide assistance at the discretion and request of Company management, and other tasks as may be directed by Company management. In his Executive Consultant position, Employee shall report to William Stacy Locke, President and Chief Executive Officer. Employee and the Company both agree that, in his position as Executive Consultant, Employee shall have no access to Company email, no access to Company confidential, proprietary, or trade secret information, including revenue information, business plans, personnel files, or similar files and information. Employee shall remain eligible to participate in the Company\u2019s health and welfare plans during the Term of this Agreement, subject to the terms and conditions of those plans, though he shall accrue no additional vacation or Paid Time Off during the Term of this Agreement.", "references": ["Enforcements", "Applicable Laws", "Amendments", "Books", "Publicity", "Sales", "Expenses", "Brokers", "Fees", "Taxes", "Liens", "Existence", "Disability", "Vacations", "Death", "Non-Disparagement", "Change In Control", "Waiver Of Jury Trials", "Powers", "Costs", "Records", "Vesting", "Terms", "Further Assurances", "Terminations", "Organizations", "Adjustments", "Withholdings", "Use Of Proceeds", "Representations", "Employment"], "gold": ["Employment"]}
+{"input": "The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights.", "references": ["Modifications", "No Defaults", "Enforceability", "Intellectual Property", "Counterparts", "Approvals", "Existence", "Assignments", "Effective Dates", "Applicable Laws", "Financial Statements", "Publicity", "Indemnifications", "Assigns", "Employment", "Benefits", "Warranties", "Severability", "Qualifications", "Disability", "Costs", "Definitions", "Authorizations", "Sales", "Interests", "Waivers", "Adjustments", "Tax Withholdings", "Anti-Corruption Laws", "Agreements", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Except to the extent that provisions of this Plan are governed by applicable provisions of the Code or any other substantive provision of U.S. federal law, this Plan shall be construed in accordance with the laws of the State of California, without giving effect to the conflict of laws principles thereof.", "references": ["Employment", "Confidentiality", "Adjustments", "Remedies", "Benefits", "Consent To Jurisdiction", "Cooperation", "Change In Control", "Disability", "Insurances", "Specific Performance", "Death", "Approvals", "Tax Withholdings", "Erisa", "Jurisdictions", "Payments", "Submission To Jurisdiction", "Indemnity", "Enforceability", "Modifications", "Definitions", "General", "Organizations", "Terms", "Use Of Proceeds", "Miscellaneous", "Costs", "No Conflicts", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party hereby submits to the exclusive jurisdiction and venue of any state or federal court sitting in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that all claims in respect of such action or proceeding may be heard and determined in any such court. Each party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.", "references": ["Authority", "Headings", "Solvency", "Transactions With Affiliates", "Titles", "Terms", "Representations", "Consent To Jurisdiction", "Compliance With Laws", "Notices", "Assignments", "Successors", "Expenses", "Liens", "Sales", "Publicity", "Survival", "Agreements", "Non-Disparagement", "Definitions", "Existence", "Disclosures", "Indemnity", "Vesting", "Taxes", "Use Of Proceeds", "Specific Performance", "Capitalization", "Indemnifications", "Terminations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Term, the Executive shall be entitled to vacation in accordance with the Company\u2019s vacation policy, as in effect from time to time.", "references": ["Participations", "Governing Laws", "Headings", "Titles", "Adjustments", "Interests", "General", "Organizations", "Insurances", "Disability", "Enforcements", "Severability", "Employment", "Anti-Corruption Laws", "Defined Terms", "Representations", "Releases", "Compliance With Laws", "Duties", "Survival", "Powers", "Expenses", "Notices", "Intellectual Property", "Enforceability", "Litigations", "Positions", "Non-Disparagement", "Venues", "Qualifications", "Vacations"], "gold": ["Vacations"]}
+{"input": "For purposes of this Section 2.18 and for the avoidance of doubt, the term \u201cLender\u201d includes any LC Issuing Bank, and the term \u201cApplicable Law\u201d includes FATCA.", "references": ["Counterparts", "Closings", "Change In Control", "Submission To Jurisdiction", "Enforceability", "Indemnity", "Taxes", "Sanctions", "Records", "Base Salary", "Survival", "Amendments", "No Waivers", "Releases", "Severability", "Financial Statements", "Titles", "Positions", "Assigns", "Enforcements", "Remedies", "Subsidiaries", "Terminations", "No Conflicts", "Specific Performance", "Powers", "Further Assurances", "Waiver Of Jury Trials", "Use Of Proceeds", "Binding Effects", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, Houston, Texas time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, Houston, Texas time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.", "references": ["Integration", "No Defaults", "Transactions With Affiliates", "Insurances", "Applicable Laws", "Intellectual Property", "Records", "Brokers", "Terms", "Submission To Jurisdiction", "Duties", "Sanctions", "Liens", "Adjustments", "Defined Terms", "Publicity", "Headings", "Interests", "Tax Withholdings", "Governing Laws", "Change In Control", "Expenses", "Releases", "Terminations", "Closings", "Waiver Of Jury Trials", "Base Salary", "Arbitration", "Representations", "Effective Dates", "Notices"], "gold": ["Notices"]}
+{"input": "The term of this Agreement shall be for a period commencing on January\u00a01, 2018 (the \u201cEffective Date\u201d) and ending on December\u00a031, 2020, unless sooner terminated as provided in Section\u00a05.", "references": ["Severability", "Powers", "Consent To Jurisdiction", "Financial Statements", "Warranties", "Terminations", "Entire Agreements", "No Defaults", "Disability", "Sanctions", "Benefits", "Integration", "Intellectual Property", "Miscellaneous", "Waiver Of Jury Trials", "Transactions With Affiliates", "Qualifications", "Erisa", "Modifications", "Death", "Costs", "Fees", "Employment", "Submission To Jurisdiction", "Vesting", "Amendments", "Authorizations", "Specific Performance", "Defined Terms", "Survival", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement and all the exhibits referenced herein and annexed hereto contain the entire agreement of the parties hereto with respect to the matters contained herein, and no prior agreement or understanding pertaining to any of the matters connected with this Transaction shall be effective for any purpose. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.", "references": ["No Waivers", "Successors", "Expenses", "Miscellaneous", "Survival", "Sanctions", "No Defaults", "Authorizations", "Financial Statements", "Vacations", "Erisa", "Assignments", "Enforcements", "Intellectual Property", "Closings", "Organizations", "Headings", "Severability", "Submission To Jurisdiction", "Payments", "Counterparts", "Employment", "Enforceability", "Qualifications", "Authority", "Titles", "Vesting", "Subsidiaries", "Non-Disparagement", "Assigns", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "By signing this Agreement, you acknowledge that the terms described in this Agreement, together with the Equity Documents and Proprietary Information Agreement, CIC Plan and Participation Agreement attached hereto, set forth the entire offer to you and understanding between you and the Company and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this Agreement may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company, except that the Company may, in its sole discretion, adjust salaries, incentive compensation, stock plans, benefits, job titles, locations, duties, responsibilities, and reporting relationships, , unless otherwise agreed to in writing by you and the Company, so long as you are General Counsel (or hold a similar or more senior title) of the Company, you shall report to the Chief Executive Officer of the Company. This Agreement is and will be binding on the Company\u2019s successors and assigns.", "references": ["Remedies", "Disclosures", "Construction", "Submission To Jurisdiction", "Jurisdictions", "Disability", "Liens", "Specific Performance", "No Conflicts", "Warranties", "Subsidiaries", "Headings", "Entire Agreements", "Forfeitures", "Litigations", "Consents", "No Defaults", "Governing Laws", "Adjustments", "Vesting", "Death", "Enforcements", "Taxes", "Sales", "Indemnifications", "Withholdings", "Successors", "Effectiveness", "Amendments", "Waivers", "General"], "gold": ["General"]}
+{"input": "None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities under the 1933 Act and the Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933 Act, with the issuance of Securities contemplated hereby.", "references": ["Costs", "Amendments", "Compliance With Laws", "Anti-Corruption Laws", "Releases", "Authority", "Remedies", "General", "Duties", "Effective Dates", "Transactions With Affiliates", "No Conflicts", "Specific Performance", "Assigns", "Consents", "Change In Control", "Headings", "Enforceability", "Vesting", "Powers", "Indemnifications", "Miscellaneous", "Vacations", "Jurisdictions", "Brokers", "Qualifications", "Erisa", "Disability", "Records", "Disclosures", "Integration"], "gold": ["Integration"]}
+{"input": "In signing this Agreement, you acknowledge and agree that you have submitted your final expense reimbursement statement reflecting all business expenses you incurred through the Separation Date for which you seek reimbursement, and, in accordance with Company policy, reasonable substantiation and documentation for the same. The Company will, promptly, but in any event no later than thirty (30) days following the Effective Date, reimburse you for your authorized and documented expenses pursuant to its regular business practices.", "references": ["Books", "Successors", "Defined Terms", "Approvals", "Terms", "General", "Integration", "Brokers", "Litigations", "Non-Disparagement", "Forfeitures", "Consents", "Binding Effects", "Financial Statements", "Insurances", "Death", "Counterparts", "Participations", "Remedies", "Tax Withholdings", "Headings", "Definitions", "Enforcements", "Use Of Proceeds", "Applicable Laws", "Vesting", "Sales", "Organizations", "Titles", "Construction", "Expenses"], "gold": ["Expenses"]}
+{"input": "Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a Party to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of the Parties under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.", "references": ["Employment", "No Defaults", "Capitalization", "Enforceability", "Expenses", "Transactions With Affiliates", "Consent To Jurisdiction", "Confidentiality", "Representations", "Severability", "Publicity", "Records", "Waiver Of Jury Trials", "No Conflicts", "Solvency", "Organizations", "Anti-Corruption Laws", "Releases", "Terminations", "Tax Withholdings", "Liens", "Financial Statements", "Construction", "Sales", "Successors", "Specific Performance", "Remedies", "Costs", "Brokers", "Subsidiaries", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Executive shall not at any time during the Term hereof or at any time thereafter communicate, divulge, disclose, take, or use for himself any information, knowledge, data, or materials that were disclosed or obtained by the Executive during the Term (including, without limitation, any information and knowledge that was conceived, created, or developed by the Executive during the course of the Executive\u2019s employment with the Company) which is related to the Business and the Products and is not already generally known in the Company\u2019s trade by competitors. This restriction on confidential information disclosure and use shall apply to knowledge or information which relates to the Business or the business of the Company\u2019s customers and is in the nature of a business secret of the Company or the Company\u2019s customers. Included within the scope of this restriction shall be the specific items identified in Section 11(h) hereof and any other information and matters designated by the Company (verbally or in writing) to be confidential during the Term hereof. The Company\u2019s customers are third-party beneficiaries of the aforestated covenants in this Section 11(f) and shall have standing to enforce its terms and seek whatever equitable or legal remedy that is necessary to repay or avoid harm to them, including, but not limited to, any remedy available to the Company under this Agreement. The obligations of the Executive with respect to the disclosure and use of confidential information under this Section 11(f) shall cease to the extent such information becomes generally known in the Company\u2019s trade by competitors through a means other than a breach of this Agreement by the Executive. In the event the Executive is required by any legal proceedings to disclose confidential information, the Executive shall provide the Company with prompt notice thereof so that the Company may seek an appropriate protective order and/or waive compliance by the Executive with the provisions hereof.", "references": ["Authorizations", "Indemnity", "No Waivers", "Qualifications", "Liens", "Employment", "General", "Compliance With Laws", "Warranties", "Vacations", "Defined Terms", "Base Salary", "Intellectual Property", "Anti-Corruption Laws", "Capitalization", "Participations", "Withholdings", "Effectiveness", "Sanctions", "Binding Effects", "Organizations", "Interests", "Submission To Jurisdiction", "Terms", "Payments", "Agreements", "Authority", "Costs", "Fees", "Powers", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.\u00a0 This Amendment may be executed by facsimile or delivery of a \u201c.pdf\u201d copy of an executed counterpart hereof.", "references": ["Authority", "Interpretations", "Litigations", "Assigns", "Effective Dates", "Sanctions", "Compliance With Laws", "Change In Control", "Applicable Laws", "Binding Effects", "Venues", "Adjustments", "Expenses", "Enforcements", "Duties", "Notices", "Forfeitures", "Amendments", "Miscellaneous", "Further Assurances", "Positions", "Defined Terms", "Solvency", "Intellectual Property", "Withholdings", "Consents", "Cooperation", "Sales", "Remedies", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: \u00a0(i)\u00a0waive any of the conditions specified in Section\u00a03.01, (ii)\u00a0change the definition of \u201cRequired Lenders\u201d, the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section\u00a08.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: \u00a0(i)\u00a0increase the Commitments of such Lender, (ii)\u00a0reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder or (iii)\u00a0postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, affect the rights or obligation of the Issuing Banks under this Agreement.", "references": ["Taxes", "Participations", "Confidentiality", "Liens", "Employment", "Waivers", "Terms", "Costs", "Use Of Proceeds", "Qualifications", "Terminations", "Specific Performance", "Subsidiaries", "Headings", "Vesting", "Books", "Publicity", "Approvals", "Titles", "Erisa", "Adjustments", "Successors", "Releases", "Compliance With Laws", "Disclosures", "Entire Agreements", "Assigns", "Change In Control", "Records", "Consent To Jurisdiction", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Borrower and its Restricted Subsidiaries own, or are licensed to use, all Intellectual Property material to the conduct of their businesses, and the use thereof by the Borrower and its Restricted Subsidiaries does not, to the knowledge of the Borrower, infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any other Person, in each case except where the failure to own or license Intellectual Property, or any infringement on Intellectual Property rights would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Interests", "Effectiveness", "No Waivers", "Integration", "Death", "Releases", "Indemnity", "Miscellaneous", "Agreements", "Base Salary", "Vesting", "Qualifications", "No Conflicts", "Confidentiality", "Binding Effects", "No Defaults", "Taxes", "Brokers", "Construction", "Titles", "Expenses", "Compliance With Laws", "Powers", "Approvals", "Subsidiaries", "Erisa", "Counterparts", "Jurisdictions", "Further Assurances", "Vacations", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The Lenders, the Other Agents, the Arrangers and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel).", "references": ["Notices", "Records", "Survival", "Terminations", "Change In Control", "Specific Performance", "No Conflicts", "Taxes", "Positions", "Miscellaneous", "Brokers", "Indemnity", "Definitions", "Closings", "Amendments", "Insurances", "Headings", "Arbitration", "General", "Qualifications", "Powers", "Forfeitures", "Costs", "Further Assurances", "Solvency", "Enforcements", "Representations", "Warranties", "Payments", "Authority", "Fees"], "gold": ["Fees"]}
+{"input": "Each party\u2019s obligations under this Section\u00a03.01 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.", "references": ["Assigns", "Miscellaneous", "Solvency", "Intellectual Property", "Liens", "Construction", "Subsidiaries", "Powers", "Anti-Corruption Laws", "Amendments", "Confidentiality", "Brokers", "Qualifications", "Fees", "Applicable Laws", "Venues", "Consents", "Transactions With Affiliates", "Representations", "Modifications", "Withholdings", "Benefits", "Existence", "Taxes", "Capitalization", "Publicity", "Records", "Books", "Financial Statements", "Vesting", "Survival"], "gold": ["Survival"]}
+{"input": "All remedies set forth in this Agreement, or available by law or equity shall be cumulative and not alternative, and may be enforced concurrently or from time to time.", "references": ["No Defaults", "Headings", "Enforcements", "Participations", "Amendments", "Vacations", "Agreements", "No Waivers", "Payments", "Indemnity", "Withholdings", "Assigns", "Tax Withholdings", "Authority", "Powers", "Titles", "Non-Disparagement", "Entire Agreements", "Waivers", "Sanctions", "Arbitration", "Intellectual Property", "No Conflicts", "Integration", "Records", "Definitions", "Capitalization", "Qualifications", "Interests", "Construction", "Remedies"], "gold": ["Remedies"]}
+{"input": "You agree that you will not engage in any activity or make any statement that may disparage or reflect negatively on Cavco, including those entities and individuals related to Cavco as defined in the Release above. You understand, however, that nothing in this paragraph prevents you from cooperating with, or providing information to, any government investigation. You and the Company will work cooperatively to draft a mutually-acceptable press release announcing your transition, subject to the Company\u2019s final approval in sole absolute discretion.", "references": ["Remedies", "Interests", "Survival", "Cooperation", "Terminations", "Participations", "Qualifications", "Specific Performance", "Costs", "Modifications", "Releases", "Transactions With Affiliates", "Records", "Compliance With Laws", "Effectiveness", "Waiver Of Jury Trials", "No Waivers", "Indemnity", "Defined Terms", "Base Salary", "Integration", "Benefits", "Waivers", "Governing Laws", "Definitions", "Further Assurances", "Construction", "Payments", "Death", "Sales", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Schedule 5.12 sets forth a complete and accurate list as of the Closing Date of all Subsidiaries of Parent. Schedule 5.12 sets forth as of the Closing Date the jurisdiction of formation of each such Subsidiary, whether each such Subsidiary is a Guarantor, the number of authorized shares of each class of Equity Interests of each such Subsidiary, the number of outstanding shares of each class of Equity Interests, the number and percentage of outstanding shares of each class of Equity Interests of each such Subsidiary owned (directly or indirectly) by any Person and the number and effect, if exercised, of all Equity Equivalents with respect to Equity Interests of each such Subsidiary. All the outstanding Equity Interests of each Restricted Subsidiary of Parent are validly issued, fully paid and non-assessable (to the extent applicable and except as may arise under mandatory, nonwaivable provisions of applicable law) and were not issued in violation of the preemptive rights of any shareholder and, as of the Closing Date, those owned by Parent, directly or indirectly, are free and clear of all Liens (other than those arising under the Collateral Documents). Other than as set forth on Schedule 5.12 , as of the Closing Date, no such Restricted Subsidiary has outstanding any Equity Equivalents nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its Equity Interests.", "references": ["Entire Agreements", "No Conflicts", "Waivers", "Assignments", "Litigations", "Disclosures", "Compliance With Laws", "Modifications", "Employment", "Powers", "Base Salary", "Governing Laws", "Consent To Jurisdiction", "Successors", "Financial Statements", "Sales", "General", "Tax Withholdings", "Further Assurances", "Organizations", "No Waivers", "Approvals", "Benefits", "Indemnity", "Intellectual Property", "Integration", "Interpretations", "Solvency", "Construction", "Publicity", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement together with the Stockholders Agreement and the other agreements referenced in Section\u00a05.4 of the Stockholders Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and thereof and supersedes all prior agreements and understandings of the Parties in connection herewith and therewith, and no covenant, representation or condition not expressed in this Agreement, the Stockholders Agreement or such other agreements referenced in Section\u00a05.4 of the Stockholders Agreement shall affect, or be effective to interpret, change or restrict, the express provisions of this Agreement.", "references": ["Arbitration", "Miscellaneous", "Submission To Jurisdiction", "Authorizations", "Brokers", "Benefits", "Disclosures", "Change In Control", "Representations", "No Defaults", "Sanctions", "Anti-Corruption Laws", "Insurances", "Death", "Remedies", "Specific Performance", "Transactions With Affiliates", "Records", "Amendments", "Duties", "Costs", "Use Of Proceeds", "Taxes", "Enforceability", "Non-Disparagement", "Powers", "Terminations", "Financial Statements", "Successors", "Enforcements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Seller represents, warrants, and covenants severally but not jointly to Buyer, with the understanding Buyer is relying upon such representations, warranties, and covenants that: (a) Each Seller has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement and have obtained the consent of any other person or entity, other than as required herein; (b) the execution and delivery of this Agreement and the performance by each Seller of its obligations pursuant to this Agreement, do not and will not constitute a breach of or a default under any other agreement or obligation applicable to such Seller; (c) the execution and delivery of this Agreement by Sellers will constitute the valid and binding obligation of such Seller; (d) to the knowledge of each Seller, there are no actions, suits, proceedings, or investigations involving, Company and/or YLK AZ, threatened against or involving such Seller, Company, and/or YLK AZ, brought by any Seller, Company, and/or YLK AZ, affecting such Seller, Company, and/or YLK AZ, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date; (e) all information supplied by any Seller, Company, and/or YLK AZ or its agents to Buyer is, to such Seller\u2019s knowledge, true, complete, and correct and does not fail to state a material fact necessary to make any of such information misleading; (f) each Seller has free, clear and unencumbered title to its respective Membership Interests; (g) each Seller: (I) is acquiring the Warrants pursuant to an exemption from registration under the Securities Act of 1934, as amended (the \u201c Securities Act \u201d) solely for investment with no present intention to distribute any of the securities to any person in violation of the Securities Act or any other applicable securities laws, and (II) will not sell or otherwise dispose of any of the Warrants, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws; and (i) each Seller has, will, and/or shall ensure compliance of the Closing Deliverables applicable to such Seller, Company and/or YLK AZ pursuant to Section 5 herein. The Parties agree the warranties provided herein this Section 6 shall expire on the date that is twelve (12) months following the Closing Date.", "references": ["Expenses", "Remedies", "Books", "Duties", "Records", "Anti-Corruption Laws", "Submission To Jurisdiction", "Severability", "Consents", "Disclosures", "Disability", "Powers", "Existence", "Sanctions", "Base Salary", "Construction", "Binding Effects", "Vacations", "Survival", "Assignments", "Cooperation", "Terminations", "Taxes", "Litigations", "Specific Performance", "Effective Dates", "Publicity", "Successors", "Sales", "Qualifications", "Representations"], "gold": ["Representations"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \u201c SEC Reports \u201d) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension with the exception of the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and the Company\u2019s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 which were not filed timely but have been subsequently filed. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Severability", "Confidentiality", "Waivers", "Qualifications", "Effectiveness", "Costs", "Terms", "Approvals", "Participations", "Disclosures", "Entire Agreements", "Tax Withholdings", "Sanctions", "Duties", "Further Assurances", "Enforceability", "Forfeitures", "Amendments", "Litigations", "Construction", "No Conflicts", "Venues", "Non-Disparagement", "Expenses", "Compliance With Laws", "Subsidiaries", "No Defaults", "Interests", "Sales", "Jurisdictions", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Committee may provide, to the extent permitted by Code Section 162(m) and at the time of establishing the Performance Measures for a Plan Year, that the Performance Measures for the Plan Year will be determined without regard to (i) a change in accounting standards or principles, (ii) a significant acquisition or divestiture, (iii) a significant capital transaction, (iv) other unusual, nonrecurring items, (v) any other extraordinary items or events, or (v) any objectively determinable adjustments to the Performance Measures.", "references": ["Transactions With Affiliates", "Counterparts", "Entire Agreements", "Interpretations", "Warranties", "Benefits", "Applicable Laws", "Survival", "Forfeitures", "Records", "Withholdings", "Further Assurances", "Litigations", "Solvency", "Brokers", "Disclosures", "No Conflicts", "Assigns", "Erisa", "Defined Terms", "Construction", "Change In Control", "Vacations", "Sanctions", "Waivers", "Capitalization", "Releases", "Headings", "Powers", "Base Salary", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "If the purchase and sale of the Property under this Agreement is not consummated for a reason other than a default by one of the Parties, then (i) the Escrow Holder and each Party shall return to the depositor thereof the Earnest Money and all other funds and items which were deposited hereunder; and (ii) Seller and Buyer shall each bear one-half of any Escrow cancellation charges. Any return of funds or other items by the Escrow Holder or any Party as provided herein shall not relieve either Party of any liability it may have for its wrongful failure to close.", "references": ["Enforceability", "Vesting", "Arbitration", "Waivers", "Sales", "Counterparts", "Cooperation", "Powers", "Organizations", "Erisa", "Binding Effects", "Existence", "Financial Statements", "Compliance With Laws", "Consent To Jurisdiction", "Death", "Payments", "Capitalization", "Venues", "Assignments", "Liens", "Effectiveness", "Vacations", "Forfeitures", "Tax Withholdings", "Withholdings", "Specific Performance", "Non-Disparagement", "Approvals", "Successors", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Any and all notices, service of process or other communications or deliveries required or permitted to be given or made pursuant to any of the provisions of this Note shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or by email attachment at the email address set forth below at or prior to 5:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or by email attachment at the email address set forth below on a day that is not a business day or later than 5:30 p.m. (New York City time) on any business day, (c) the second (2nd) business day following the date of mailing, if sent by a U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the records of the Borrower, or such other facsimile number, email address or address as may be given by the parties in accordance with the notice provisions hereof.", "references": ["Submission To Jurisdiction", "Erisa", "Forfeitures", "Solvency", "Tax Withholdings", "Transactions With Affiliates", "Insurances", "Withholdings", "Indemnity", "Successors", "No Conflicts", "Benefits", "Agreements", "Change In Control", "Consents", "Duties", "Consent To Jurisdiction", "Adjustments", "Liens", "Vacations", "Effective Dates", "Construction", "Costs", "Titles", "Fees", "Arbitration", "Interpretations", "Counterparts", "Waiver Of Jury Trials", "Litigations", "Notices"], "gold": ["Notices"]}
+{"input": "All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to a Borrower, mailed or delivered to it, addressed to it at the address of the Administrative Borrower specified on the signature pages of this Agreement, if to the Administrative Agent or a Lender, mailed or delivered to it, addressed to the address of the Administrative Agent or such Lender specified on the signature pages of this Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties.\u00a0\u00a0All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given or made when delivered , or two Business Days after being deposited in the mails with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile or electronic communication, in each case of facsimile or electronic communication with telephonic confirmation of receipt.\u00a0\u00a0All notices pursuant to any of the provisions hereof shall not be effective until received.", "references": ["Agreements", "Successors", "Venues", "Qualifications", "Expenses", "Sales", "Representations", "Terminations", "Base Salary", "Releases", "Effectiveness", "Subsidiaries", "Compliance With Laws", "Withholdings", "Jurisdictions", "Death", "Assigns", "Enforceability", "Forfeitures", "Tax Withholdings", "Records", "Use Of Proceeds", "Solvency", "Waiver Of Jury Trials", "Titles", "Integration", "Confidentiality", "Liens", "Vacations", "Intellectual Property", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of New York, not including the conflict of law rules and principles thereof. Each party hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan, City of New York for any action, suit, or proceeding arising out of or relating to this Agreement and the transactions contemplated by this Agreement. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement in any such court and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.", "references": ["Books", "Remedies", "Binding Effects", "Disclosures", "Confidentiality", "Vacations", "Integration", "Counterparts", "Financial Statements", "Vesting", "Assigns", "Severability", "Sales", "Representations", "Base Salary", "Effectiveness", "Sanctions", "Defined Terms", "Records", "Modifications", "Transactions With Affiliates", "Duties", "Adjustments", "Effective Dates", "Consent To Jurisdiction", "Compliance With Laws", "Closings", "Agreements", "Employment", "Enforceability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee\u2019s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee\u2019s relationship with the Company, with the exception of the Confidentiality Agreement.", "references": ["No Waivers", "Successors", "Assignments", "Indemnity", "Miscellaneous", "Representations", "Approvals", "Positions", "Intellectual Property", "Modifications", "Agreements", "Severability", "Arbitration", "Forfeitures", "Definitions", "Qualifications", "Tax Withholdings", "Vesting", "Integration", "Titles", "Governing Laws", "Remedies", "Anti-Corruption Laws", "Confidentiality", "Waiver Of Jury Trials", "Records", "Releases", "Litigations", "Brokers", "Interpretations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof.", "references": ["Confidentiality", "Assigns", "Base Salary", "Agreements", "Entire Agreements", "Terminations", "Specific Performance", "Non-Disparagement", "Litigations", "Survival", "Counterparts", "Capitalization", "Fees", "Definitions", "Transactions With Affiliates", "Authority", "Employment", "Amendments", "No Defaults", "Notices", "Integration", "Construction", "Closings", "No Waivers", "Severability", "Subsidiaries", "Venues", "Representations", "Disclosures", "Erisa", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior contracts or agreements, whether oral or written, relating to such matter, including without limitation the Shareholders Agreement by and among the Company and the shareholders of the Company party thereto dated December 9, 2010, as amended by the Assignment and Amendment of Shareholders Agreement dated as of February 27, 2015 and the First Amendment to Shareholders Agreement dated as of March 29, 2016, as it may have been amended, which the parties hereto agree is terminated as of the Effective Time. In the event of any inconsistency between this Agreement and any document executed or delivered to effect the purposes of this Agreement, including, without limitation, the Bylaws and the Declaration of Trust, this Agreement shall govern as among the parties hereto.", "references": ["Organizations", "Approvals", "Payments", "Intellectual Property", "Effectiveness", "No Conflicts", "Waivers", "Closings", "Sales", "Modifications", "Costs", "Employment", "Representations", "Withholdings", "Disability", "Terms", "Binding Effects", "Assignments", "Authorizations", "Notices", "No Waivers", "Specific Performance", "Confidentiality", "Base Salary", "Amendments", "Disclosures", "Severability", "Subsidiaries", "Remedies", "Terminations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be amended or modified only by an agreement in writing executed by both Parties. No waiver of any right under this Agreement shall be binding unless executed in writing by the Party to be bound thereby.", "references": ["Payments", "Withholdings", "Positions", "Waivers", "Sales", "Records", "Successors", "Miscellaneous", "Effectiveness", "Disability", "Publicity", "Remedies", "Entire Agreements", "Waiver Of Jury Trials", "Assigns", "Assignments", "Governing Laws", "Terms", "Erisa", "Survival", "Terminations", "Existence", "Subsidiaries", "Interpretations", "Capitalization", "Employment", "Brokers", "Notices", "Confidentiality", "Authorizations", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Award is granted to the Participant on the Grant Date set forth above and represents a right to receive some or all of the Shares (as defined in the Agreement) underlying the Award subject to satisfaction of the Performance Metric(s) (as defined below) as described herein. The Participant may earn from _____% to _____% of the target number of Shares subject to the Award, depending upon performance. The Performance Metric(s) are weighted _________________. The Award may be earned, if at all, based on attainment of performance goals specified below for _____ performance metric(s) (each, a \u201c Performance Metric \u201d and collectively, the \u201c Performance Metrics \u201d): ____________________________________. The Award shall not be deemed earned, and none of the Shares attributable to a Performance Metric shall be issued, unless the particular Performance Metric is attained at a minimum of the threshold level for such Performance Metric. If performance falls below the threshold level with regard to a Performance Metric, then no Shares shall be distributed with respect to that Performance Metric. The extent to which the Performance Metrics are met, and the number of Shares distributable, if any, shall be calculated with respect to each Performance Metric pursuant to the terms and conditions described in Section 2 below. All determinations made with respect to the Performance Metrics and the earning of the Award shall be made by the Administrator in its sole discretion, and the applicable Performance Metrics shall not be deemed achieved and the Award shall not be deemed earned unless and to the extent that the Administrator determines that the Award has been earned.", "references": ["Records", "Waivers", "Payments", "Agreements", "Erisa", "Consent To Jurisdiction", "Enforcements", "No Waivers", "Publicity", "Organizations", "Books", "Waiver Of Jury Trials", "Integration", "Brokers", "Taxes", "Representations", "Tax Withholdings", "Fees", "Terms", "Indemnifications", "No Defaults", "Change In Control", "Interpretations", "Base Salary", "Litigations", "Subsidiaries", "Notices", "Vacations", "Indemnity", "Survival", "General"], "gold": ["General"]}
+{"input": "The obligations of the Borrower under Sections 2.13 , 8.3 , 8.4 and 10.3 , and the obligations of the Lenders under Section 7.6 , shall survive the repayment of the Advances and the termination of the Commitments.", "references": ["Fees", "Successors", "Consent To Jurisdiction", "Authority", "Use Of Proceeds", "Modifications", "Governing Laws", "Base Salary", "Costs", "Capitalization", "Financial Statements", "Authorizations", "Severability", "Transactions With Affiliates", "Construction", "Subsidiaries", "Assigns", "Vacations", "Compliance With Laws", "Terminations", "Venues", "No Defaults", "Arbitration", "Waiver Of Jury Trials", "Counterparts", "Records", "Representations", "Cooperation", "General", "Titles", "Survival"], "gold": ["Survival"]}
+{"input": "(a) Commitment Fee . The Company will pay, or will cause another Borrower to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September\u00a0and December\u00a0in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause\u00a0(a) \u00a0of the definition of \u201c Termination Date \u201d), a commitment fee (the \u201c Commitment Fee \u201d) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.25% per annum initially and, after delivery of the financial statements for the fiscal quarter ending September 30,\u00a02018, pursuant to Section\u00a05.01(a)(ii) , at the applicable percentage per annum indicated in the pricing grid described in the definition of \u201c Applicable Margin \u201d. All Commitment Fees shall be computed on the basis of the actual number of\u00a0days elapsed in a year of 360\u00a0days. For the purpose of calculating any Multicurrency Revolving Lender\u2019s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender\u2019s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.", "references": ["Applicable Laws", "Defined Terms", "Death", "Confidentiality", "Vesting", "Litigations", "Publicity", "Erisa", "Representations", "General", "Expenses", "Titles", "Agreements", "Disability", "Costs", "Submission To Jurisdiction", "Sales", "Authority", "Solvency", "Integration", "Positions", "Survival", "Modifications", "Severability", "Governing Laws", "Further Assurances", "Effectiveness", "Qualifications", "Arbitration", "Forfeitures", "Fees"], "gold": ["Fees"]}
+{"input": "The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a)\u00a0the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term \u201c agent \u201d herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section \u00a011.03 , and (c)\u00a0except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other Relevant Party that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i)\u00a0any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii)\u00a0the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii)\u00a0the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv)\u00a0the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v)\u00a0the satisfaction of any condition set forth in Article \u00a0VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent\u2019s satisfaction, (vi)\u00a0the existence, value, perfection or priority of any collateral security or the financial or other condition of the Relevant Parties or any other obligor or guarantor, or (vii)\u00a0any failure by the Borrower or any other Person to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article \u00a0VI , each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.", "references": ["Vesting", "Disability", "Effectiveness", "Authorizations", "Powers", "Entire Agreements", "Tax Withholdings", "Adjustments", "Qualifications", "Miscellaneous", "No Conflicts", "Vacations", "Costs", "Participations", "Enforcements", "Consents", "Venues", "No Defaults", "Assigns", "Integration", "Warranties", "No Waivers", "Successors", "Assignments", "Agreements", "Interests", "Arbitration", "Capitalization", "Transactions With Affiliates", "Interpretations", "Duties"], "gold": ["Duties"]}
+{"input": "Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered personally, (ii) on the date of delivery if delivered by facsimile or email (with confirmation of transmission) if sent during the normal business hours of the recipient, and on the next business day of recipient if sent after normal business hours of recipient, (iii) on the first business day following the date of dispatch if delivered by Federal Express or other next-day courier service, or (iv) on the third business day following the date of receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.", "references": ["Compliance With Laws", "Costs", "Jurisdictions", "Solvency", "Capitalization", "Disability", "Financial Statements", "Adjustments", "Sales", "Vacations", "Modifications", "Disclosures", "Representations", "Specific Performance", "Change In Control", "Survival", "Subsidiaries", "Liens", "Duties", "Participations", "Vesting", "Approvals", "Insurances", "Base Salary", "General", "Enforcements", "Venues", "Closings", "Tax Withholdings", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "The respective rights and obligations of TCS under Section 7.4 of this BAA will survive the termination of this BAA.", "references": ["Duties", "Further Assurances", "Payments", "Intellectual Property", "Litigations", "Definitions", "Titles", "Submission To Jurisdiction", "Headings", "Terminations", "Enforceability", "Assignments", "Withholdings", "Releases", "Compliance With Laws", "Taxes", "Forfeitures", "Binding Effects", "Miscellaneous", "Capitalization", "Tax Withholdings", "Specific Performance", "Waiver Of Jury Trials", "Financial Statements", "No Conflicts", "Vesting", "Disability", "No Defaults", "Defined Terms", "Change In Control", "Survival"], "gold": ["Survival"]}
+{"input": "The Company and its Subsidiaries are in compliance and since January\u00a01, 2017 have been in compliance with all Laws and Orders applicable to the Company or any of its Subsidiaries or any assets or properties owned or used by any of them, except (a)\u00a0for such past noncompliance as has been remedied and imposes no continuing obligations or costs on the Company or its Subsidiaries and (b)\u00a0where any non-compliance, individually or in the aggregate, has not had and would not reasonably be expected to have, a Company Material Adverse Effect.\u00a0Neither the Company nor any of its Subsidiaries has received any written communication since January\u00a01, 2017 from a Governmental Entity that alleges that the Company or any of its Subsidiaries is not in compliance with any Law or Order, except where any non-compliance, individually or in the aggregate, has not had and would not reasonably be expected to have, a Company Material Adverse Effect.", "references": ["Liens", "Entire Agreements", "Authorizations", "Modifications", "Anti-Corruption Laws", "No Conflicts", "Adjustments", "Integration", "Waiver Of Jury Trials", "Venues", "Records", "Litigations", "Duties", "Taxes", "Powers", "Terminations", "Interests", "Applicable Laws", "Construction", "Amendments", "Approvals", "Erisa", "Positions", "Headings", "Warranties", "Further Assurances", "Successors", "Financial Statements", "No Defaults", "Authority", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity, and each of the Parties waives any bond, surety or other security that might be required of any other Party with respect thereto.", "references": ["Adjustments", "General", "Venues", "No Conflicts", "Disability", "Positions", "Indemnity", "Approvals", "Capitalization", "Subsidiaries", "Forfeitures", "Fees", "Consent To Jurisdiction", "Warranties", "Binding Effects", "Transactions With Affiliates", "Jurisdictions", "Applicable Laws", "Assignments", "Headings", "Construction", "Withholdings", "Sales", "Notices", "Taxes", "Waivers", "Sanctions", "No Waivers", "Miscellaneous", "Severability", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "All the terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement.", "references": ["No Waivers", "Waiver Of Jury Trials", "Jurisdictions", "Litigations", "Representations", "Enforcements", "Books", "Remedies", "Cooperation", "Survival", "Taxes", "Modifications", "Anti-Corruption Laws", "Expenses", "Forfeitures", "Consent To Jurisdiction", "Titles", "Positions", "Erisa", "Organizations", "Arbitration", "Integration", "Intellectual Property", "Agreements", "Closings", "Interpretations", "Compliance With Laws", "Consents", "Transactions With Affiliates", "Costs", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such Current Report on Form 8-K, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and the Purchaser shall consult with each other in issuing any other public disclosure with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such public disclosure nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Purchaser, except: (a) as required by federal securities law in connection with any registration statement contemplated by this Agreement and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (b).", "references": ["Warranties", "Headings", "Venues", "Successors", "Non-Disparagement", "Representations", "Miscellaneous", "Binding Effects", "Intellectual Property", "Use Of Proceeds", "Terms", "Financial Statements", "Adjustments", "Severability", "Erisa", "Agreements", "Applicable Laws", "Enforceability", "Confidentiality", "Effective Dates", "Consents", "Amendments", "Approvals", "Insurances", "Costs", "Participations", "Arbitration", "Payments", "Organizations", "Indemnifications", "Publicity"], "gold": ["Publicity"]}
+{"input": "The issuance by any Issuing Bank of any amendment, supplement or other modification to any Letter of Credit issued by such Issuing Bank shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through such Issuing Bank and the Administrative Agent), and no such amendment, supplement or other modification shall be issued unless either (i)\u00a0the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii)\u00a0the Administrative Agent and the Lenders, if any, required by Section\u00a013.7 shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section\u00a03.5(c).", "references": ["Death", "Adjustments", "Participations", "Intellectual Property", "Applicable Laws", "Entire Agreements", "Disclosures", "Terminations", "Assigns", "Construction", "Anti-Corruption Laws", "Integration", "Specific Performance", "Costs", "Records", "Governing Laws", "Effective Dates", "Consents", "Fees", "Withholdings", "Vesting", "Subsidiaries", "Enforceability", "Liens", "Existence", "Change In Control", "Employment", "Non-Disparagement", "Confidentiality", "Qualifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement contains the entire understanding of the Parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants, or undertakings between the Parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the Parties hereto. Without limiting the foregoing, this Agreement supersedes and extinguishes all existing employment and similar or related agreements and promises between the Executive and the Company, the Partnership and its affiliates and related entities (including, but not limited to, the employment offer letters signed by Executive on May 26, 2016 and on January 28, 2017); provided, however, that this Agreement does not supersede or extinguish the Key Employee Unit Agreements under the StoneMor Partners L.P. Long-Term Incentive Plan signed by Executive on July 5, 2016 and March 21, 2018.", "references": ["Confidentiality", "Base Salary", "Closings", "Death", "Severability", "No Conflicts", "Participations", "Survival", "Withholdings", "Amendments", "Sanctions", "Headings", "Payments", "Interpretations", "Liens", "Subsidiaries", "Construction", "Change In Control", "Releases", "Interests", "Governing Laws", "Duties", "Benefits", "Further Assurances", "No Defaults", "Miscellaneous", "Assigns", "Representations", "Counterparts", "Compliance With Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The parties (i)\u00a0submit to the jurisdiction of the state courts of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii)\u00a0agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii)\u00a0hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.", "references": ["Indemnity", "Sales", "Litigations", "Terminations", "Disability", "Miscellaneous", "Base Salary", "Applicable Laws", "Non-Disparagement", "Liens", "Representations", "Further Assurances", "Duties", "Authority", "Titles", "Sanctions", "Definitions", "Fees", "Tax Withholdings", "Participations", "Entire Agreements", "Adjustments", "Headings", "Interpretations", "Organizations", "Amendments", "Use Of Proceeds", "Successors", "Anti-Corruption Laws", "Expenses", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "(i)\u00a0Any Person or \u201cgroup\u201d (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended from time to time, and any successor statute), other than a Boyd Family Group, (a)\u00a0shall have acquired direct or indirect beneficial ownership or control of fifty percent (50%) or more on a fully diluted basis of the direct or indirect voting power in the Equity Interests of Tenant\u2019s Parent entitled to vote in an election of directors of Tenant\u2019s Parent, or (b)\u00a0shall have caused the election of a majority of the members of the board of directors or equivalent body of Tenant\u2019s Parent, which such members have not been nominated by a majority of the members of the board of directors or equivalent body of Tenant\u2019s Parent as such were constituted immediately prior to such election, (ii)\u00a0except as permitted or required hereunder,\u00a0the direct or indirect sale by Tenant or Tenant\u2019s Parent of all or substantially all of Tenant\u2019s assets, whether held directly or through Subsidiaries, relating to the Facilities in one transaction or in a series of related transactions (excluding sales to Tenant or its Subsidiaries), or (iii)\u00a0(a) Tenant ceasing to be a wholly-owned Subsidiary (directly or indirectly) of Tenant\u2019s Parent or (b)\u00a0Tenant\u2019s Parent ceasing to control one hundred percent (100%) of the voting power in the Equity Interests of Tenant or (iv)\u00a0Tenant\u2019s Parent consolidates with, or merges with or into, any Person (other than a Person that is a Boyd Family Group if Tenant\u2019s Parent is the surviving entity), or any Person (other than a Person that is a Boyd Family Group if Tenant\u2019s Parent is the surviving entity) consolidates with, or merges with or into, Tenant\u2019s Parent, in any such event pursuant to a transaction in which any of the outstanding Equity Interests of Tenant\u2019s Parent ordinarily entitled to vote in an election of directors of Tenant\u2019s Parent or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Equity Interests of Tenant\u2019s Parent ordinarily entitled to vote in an election of directors of Tenant\u2019s Parent outstanding immediately prior to such transaction constitute or are converted into or exchanged into or exchanged for a majority (determined by voting power in an election of directors) of the outstanding Equity Interests ordinarily entitled to vote in an election of directors of such surviving or transferee Person (immediately after giving effect to such transaction).", "references": ["Base Salary", "Benefits", "Successors", "Employment", "Existence", "Organizations", "Waiver Of Jury Trials", "Counterparts", "Non-Disparagement", "Brokers", "Defined Terms", "Agreements", "Terminations", "Consents", "Disclosures", "Authorizations", "Participations", "Effective Dates", "Transactions With Affiliates", "Confidentiality", "Powers", "Terms", "Erisa", "Warranties", "No Conflicts", "Further Assurances", "Liens", "Death", "Costs", "Survival", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Agreement may be executed in two or more counterparts (including by email or facsimile signature), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.", "references": ["Non-Disparagement", "Fees", "Assigns", "Terms", "Remedies", "Base Salary", "Financial Statements", "Waivers", "Successors", "Disclosures", "Approvals", "Books", "Vesting", "Headings", "Defined Terms", "Capitalization", "Notices", "Organizations", "No Waivers", "Authorizations", "Miscellaneous", "Disability", "Further Assurances", "Assignments", "Venues", "Representations", "Binding Effects", "Interpretations", "Anti-Corruption Laws", "Sales", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If a Change in Control of the Company occurs before the Fourth Vesting Date and your continuous employment or engagement with the Company Group has not terminated before the date the Change in Control of the Company is consummated, then all remaining Forfeiture Restrictions then applicable to the RSUs shall lapse on, and payment in respect of vested RSUs shall be made as soon as practicable (but no later than 60 days) following, the date the Change in Control of the Company is consummated if the Change in Control of the Company qualifies as a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, within the meaning of the Nonqualified Deferred Compensation Rules.", "references": ["Publicity", "Brokers", "Costs", "Governing Laws", "Tax Withholdings", "Compliance With Laws", "Approvals", "Qualifications", "Enforceability", "Integration", "Headings", "Effectiveness", "Authorizations", "Disability", "Subsidiaries", "Financial Statements", "Consents", "Disclosures", "Taxes", "Death", "Jurisdictions", "Books", "No Defaults", "Terms", "Employment", "Existence", "Representations", "Releases", "Litigations", "Closings", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The powers conferred upon Agent and Lender by this Agreement are solely to protect its rights hereunder and under the other Loan Documents and its interest in the Collateral and shall not impose any duty upon Agent or Lende r to exercise any such powers. No omission or delay by Agent or Lender at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the Loan Parties at any time designated, shall be a waiver of any such right or remedy to which Agent or Lender is entitled, nor shall it in any way affect the right of Agent or Lender to enforce such provisions thereafter.", "references": ["Successors", "Governing Laws", "Submission To Jurisdiction", "Interests", "Arbitration", "Withholdings", "Books", "Authorizations", "Anti-Corruption Laws", "Remedies", "General", "Terminations", "Enforceability", "Enforcements", "Titles", "Solvency", "No Conflicts", "Publicity", "Tax Withholdings", "Capitalization", "Applicable Laws", "Death", "Venues", "Effective Dates", "Duties", "Warranties", "Severability", "Disability", "Employment", "Expenses", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service or (iii) if delivered by mail, when received.", "references": ["Disclosures", "Powers", "Assignments", "Adjustments", "Base Salary", "No Waivers", "Consent To Jurisdiction", "Organizations", "Representations", "Anti-Corruption Laws", "Counterparts", "Authority", "Vacations", "Insurances", "Costs", "Intellectual Property", "Benefits", "Terms", "Arbitration", "Financial Statements", "Qualifications", "Indemnifications", "Governing Laws", "Tax Withholdings", "Submission To Jurisdiction", "Employment", "Consents", "Records", "Taxes", "Participations", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery, upon transmission by electronic mail or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party as follows: (i)\u00a0if to the Company, then to the attention of the Company\u2019s Chief Executive Officer at the Company\u2019s principal executive offices, (ii)\u00a0if to the Consultant, then to the Consultant\u2019s last known address shown in the Company\u2019s personnel records, or (iii)\u00a0at such other address or addresses as either party shall designate to the other in accordance with this Section\u00a011.", "references": ["Entire Agreements", "No Conflicts", "Costs", "Cooperation", "No Defaults", "Confidentiality", "Amendments", "Waiver Of Jury Trials", "Terminations", "Tax Withholdings", "Authority", "Positions", "Taxes", "Miscellaneous", "Vesting", "Venues", "Expenses", "Solvency", "Books", "Consents", "Brokers", "Defined Terms", "Non-Disparagement", "No Waivers", "General", "Indemnity", "Authorizations", "Publicity", "Forfeitures", "Erisa", "Notices"], "gold": ["Notices"]}
+{"input": "Landlord reserves the right at any time to change or rescind anyone or more of these Rules and Regulations or to make any additional reasonable Rules and Regulations that, in Landlord\u2019s reasonable judgment, may be necessary or helpful for the management, safety or cleanliness of the Premises or Building; the preservation of good order; or the convenience of occupants and tenants of the Building generally. Landlord will notify Tenant of said change in accordance with the Lease. Tenant shall be considered to have read these Rules and Regulations and to have agreed to abide by them as a condition of Tenant\u2019s occupancy of its Premises.", "references": ["Terminations", "Forfeitures", "Survival", "Subsidiaries", "Remedies", "Solvency", "Adjustments", "Financial Statements", "Expenses", "Cooperation", "Assigns", "Titles", "Brokers", "Warranties", "Tax Withholdings", "Non-Disparagement", "Specific Performance", "Qualifications", "Vacations", "Fees", "Approvals", "Indemnifications", "Confidentiality", "Successors", "Terms", "Binding Effects", "Use Of Proceeds", "No Conflicts", "Miscellaneous", "Submission To Jurisdiction", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Borrower and its Subsidiaries have conducted their 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 (collectively, \u201c Anti-Corruption Laws \u201d) and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.", "references": ["Death", "Jurisdictions", "Records", "Binding Effects", "Effective Dates", "Financial Statements", "Disclosures", "Brokers", "Authority", "Duties", "Organizations", "Confidentiality", "Costs", "No Defaults", "Expenses", "Employment", "Participations", "Interests", "Survival", "Headings", "Representations", "Vacations", "Tax Withholdings", "Transactions With Affiliates", "Intellectual Property", "Titles", "No Conflicts", "Indemnifications", "Books", "Positions", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Employee shall be paid at a rate which, on an annualized basis, equals two hundred seventy four thousand dollars ($274,000) per year, as adjusted pursuant to this Section 4.1 (\u201c Base Salary \u201d).\u00a0\u00a0 The Base Salary shall be subject to normal payroll withholdings and RBT\u2019s standard payroll practices. For each Contract Year after the initial Contract Year, Employee\u2019s Base Salary shall be subject to increase as determined by the Board in its discretion.", "references": ["Employment", "Anti-Corruption Laws", "Construction", "Consents", "Assignments", "Governing Laws", "Authorizations", "Liens", "Approvals", "Financial Statements", "Forfeitures", "No Conflicts", "Counterparts", "Closings", "Organizations", "Binding Effects", "Amendments", "Applicable Laws", "Capitalization", "Notices", "Tax Withholdings", "Publicity", "Confidentiality", "Disability", "Terminations", "Vesting", "Indemnifications", "Effectiveness", "Defined Terms", "Authority", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "No Loan Party is a party to or has violated any agreement, instrument or other document to which it is a party, or is subject to any corporate or other constitutional restriction, or any restriction (including under its Organizational Documents) to which it is subject, that has resulted, or would reasonably be expected to result, in a Material Adverse Effect.", "references": ["Tax Withholdings", "Anti-Corruption Laws", "Records", "Publicity", "Enforceability", "Remedies", "Payments", "Waiver Of Jury Trials", "Terms", "Applicable Laws", "Erisa", "Change In Control", "Sales", "Consents", "General", "Construction", "Waivers", "Terminations", "Assigns", "Taxes", "No Waivers", "Binding Effects", "Approvals", "No Conflicts", "Disability", "Further Assurances", "Forfeitures", "Indemnity", "Representations", "Successors", "Agreements"], "gold": ["Agreements"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Benefits", "Interpretations", "Fees", "Expenses", "Effective Dates", "Approvals", "Transactions With Affiliates", "Representations", "Effectiveness", "Payments", "Qualifications", "Forfeitures", "Indemnifications", "General", "Books", "Sanctions", "Publicity", "Assignments", "Terms", "Intellectual Property", "Base Salary", "Enforceability", "Employment", "Cooperation", "Anti-Corruption Laws", "Brokers", "Solvency", "Successors", "Warranties", "Use Of Proceeds", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at, sent by facsimile to, sent by courier (overnight or hand-delivered) at or mailed by registered mail, return receipt requested, to (a) in the case of the Issuer, to 2445 Technology Forest Blvd., Suite 800, The Woodlands, TX, 77381, (b) in the case of the initial Servicer or Conn Appliances, to 2445 Technology Forest Blvd., Suite 800, The Woodlands, TX, 77381, (c) in the case of the Trustee, to the Corporate Trust Office, (d) in the case of the Receivables Trust, to c/o Wilmington Trust, National Association, as Receivables Trust Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration \u2013 Conn\u2019s Receivables 2018-A Trust and (e) in the case of each Rating Agency, the address specified in the Series Supplement; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. Unless otherwise provided in the Series Supplement or otherwise expressly provided herein, any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Noteholder as shown in the Note Register. Any notice so mailed or published, as the case may be, within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice.", "references": ["Indemnity", "Disability", "Intellectual Property", "Agreements", "Solvency", "Base Salary", "Closings", "Interpretations", "Specific Performance", "Amendments", "Change In Control", "Effective Dates", "Binding Effects", "Cooperation", "Vacations", "Effectiveness", "Authorizations", "Counterparts", "Sales", "Applicable Laws", "Survival", "Organizations", "Withholdings", "Titles", "Liens", "Confidentiality", "Assigns", "Waiver Of Jury Trials", "Erisa", "Costs", "Notices"], "gold": ["Notices"]}
+{"input": "The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which the Company is engaged, including, but not limited to, directors and officers insurance coverage.", "references": ["Enforceability", "Governing Laws", "Books", "Interpretations", "Modifications", "Sanctions", "Adjustments", "Liens", "Interests", "Employment", "Specific Performance", "Applicable Laws", "Duties", "Benefits", "Survival", "Powers", "Vesting", "Assignments", "Effectiveness", "Further Assurances", "Representations", "Headings", "Entire Agreements", "Assigns", "Publicity", "Counterparts", "Participations", "Erisa", "Sales", "Anti-Corruption Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.", "references": ["Solvency", "Adjustments", "Vesting", "Notices", "Representations", "Authorizations", "Survival", "Defined Terms", "Death", "Publicity", "Authority", "Consent To Jurisdiction", "Capitalization", "Change In Control", "Insurances", "Waivers", "Base Salary", "Jurisdictions", "Definitions", "Existence", "Amendments", "Effectiveness", "Cooperation", "Waiver Of Jury Trials", "Warranties", "Sales", "Employment", "Integration", "Tax Withholdings", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All of the Borrower\u2019s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder and resignation of the Administrative Agent.", "references": ["Solvency", "Warranties", "Construction", "Capitalization", "Jurisdictions", "Tax Withholdings", "Assigns", "Modifications", "Costs", "Positions", "Anti-Corruption Laws", "Qualifications", "Records", "Counterparts", "Consent To Jurisdiction", "Participations", "Publicity", "Erisa", "Cooperation", "Authorizations", "Interests", "Effectiveness", "Death", "No Waivers", "Defined Terms", "Benefits", "Titles", "Assignments", "Miscellaneous", "Venues", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered: (a) prior to the Closing Date, by the Purchaser, the Company and the Selling Unit Holders; and (b) after the Closing Date, by the Purchaser and the Selling Unit Holders.", "references": ["Disability", "Consent To Jurisdiction", "Effectiveness", "Powers", "Vacations", "Governing Laws", "Venues", "Qualifications", "Warranties", "Liens", "Remedies", "Disclosures", "Waivers", "Releases", "Assigns", "Tax Withholdings", "Agreements", "Enforceability", "Arbitration", "Transactions With Affiliates", "Approvals", "Headings", "Use Of Proceeds", "Submission To Jurisdiction", "Entire Agreements", "Successors", "Waiver Of Jury Trials", "Construction", "Brokers", "Duties", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Loan Party agrees to do such further acts and things and to execute and deliver to the Administrative Agent such additional agreements, powers and instruments, as the Administrative Agent may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to better assure and confirm unto the Administrative Agent and each Lender its rights, powers and remedies hereunder.", "references": ["Indemnity", "No Defaults", "Financial Statements", "Disclosures", "Remedies", "Venues", "Modifications", "Fees", "Solvency", "Agreements", "Participations", "Confidentiality", "Defined Terms", "Releases", "Terms", "Change In Control", "General", "Headings", "Withholdings", "Governing Laws", "Waivers", "Litigations", "Terminations", "Submission To Jurisdiction", "Binding Effects", "Survival", "Sales", "Applicable Laws", "Intellectual Property", "Books", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor, Lessor shall, in addition, return to Lessee so much of Lessee\u2019s Security Deposit as has not been, or is not then required to be, used by Lessor.", "references": ["Further Assurances", "Warranties", "Authorizations", "Agreements", "Interests", "Survival", "Change In Control", "Base Salary", "Withholdings", "Notices", "No Waivers", "Powers", "Closings", "Disability", "Enforceability", "Severability", "Integration", "Governing Laws", "Books", "Vesting", "Sanctions", "Effective Dates", "Intellectual Property", "Compliance With Laws", "Death", "Specific Performance", "Definitions", "Miscellaneous", "Records", "Use Of Proceeds", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any notice or other communication given under this Lease shall be in writing and shall be delivered in accordance with the requirements for notices set forth in the Omnibus Agreement.", "references": ["Existence", "Benefits", "Positions", "Intellectual Property", "Enforcements", "Remedies", "Expenses", "Waivers", "Confidentiality", "Arbitration", "Defined Terms", "Severability", "Disability", "Waiver Of Jury Trials", "Authorizations", "Interests", "Further Assurances", "Consent To Jurisdiction", "Venues", "Governing Laws", "Indemnifications", "Amendments", "Liens", "Sales", "Consents", "Warranties", "Authority", "Costs", "Approvals", "Binding Effects", "Notices"], "gold": ["Notices"]}
+{"input": "This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York pursuant to Sections 5-1401 and 5-1402 of the New York General Obligations Law without giving effect to the conflict of law principles thereof.", "references": ["Capitalization", "Counterparts", "Financial Statements", "Participations", "Waiver Of Jury Trials", "Tax Withholdings", "Amendments", "Positions", "Vacations", "Disability", "Submission To Jurisdiction", "Successors", "Insurances", "Indemnity", "Consent To Jurisdiction", "Authority", "Effective Dates", "Powers", "Modifications", "Sanctions", "Consents", "Further Assurances", "Integration", "Death", "Headings", "Liens", "Adjustments", "Brokers", "Withholdings", "Existence", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Settlement Agreement may be executed in counterparts, each of which together constitute one and the same instrument. Signatures delivered by facsimile or email PDF shall be effective for all purposes.", "references": ["Applicable Laws", "Counterparts", "Death", "Fees", "Integration", "Approvals", "Forfeitures", "Organizations", "Defined Terms", "Consent To Jurisdiction", "Titles", "Litigations", "Qualifications", "Authority", "Erisa", "Subsidiaries", "Sanctions", "Submission To Jurisdiction", "Representations", "Governing Laws", "Compliance With Laws", "Powers", "Vesting", "Tax Withholdings", "Effectiveness", "Assignments", "Solvency", "Enforcements", "Interpretations", "Waivers", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Employee hereby consents to any and all uses and displays, by Insight and its parents, subsidiaries, affiliates and its and/or their agents, employees, representatives, and licensees, of the Employee's name, voice, likeness, image, appearance in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other printed and electronic forms and media throughout the world created in connection with Employee\u2019s employment with Insight (\u201cImages\u201d), at any time during or after the period of Employee\u2019s employment by Insight. Employee acknowledges that Insight has an unconditional, non-exclusive, royalty-free, right to use, reproduce, edit, market, store, distribute, communicate, transmit, and promote these Images (collectively, \u201cPermitted Uses\u201d), or any portion thereof, in connection with Insight or any of its products or services.", "references": ["Powers", "Approvals", "Litigations", "Interests", "Waivers", "Binding Effects", "Consent To Jurisdiction", "Effective Dates", "Warranties", "Confidentiality", "Defined Terms", "Governing Laws", "Amendments", "General", "Definitions", "Brokers", "Successors", "Notices", "Waiver Of Jury Trials", "Enforceability", "Benefits", "Entire Agreements", "Integration", "Agreements", "Applicable Laws", "Authorizations", "Consents", "Submission To Jurisdiction", "Arbitration", "Authority", "Publicity"], "gold": ["Publicity"]}
+{"input": "Each Loan Party and each of its Subsidiaries has timely filed all federal, state and other material tax returns and reports required to be filed, and has timely paid all federal, state and other material Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets otherwise due and payable, except those Taxes which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed material tax assessment or other claim against , and no material tax audit with respect to, any Loan Party or any Subsidiary thereof. Except as set forth on Schedule 5.11 , on the Closing Third Amendment Effective Date, neither any Loan Party nor any Subsidiary thereof is party to any tax sharing, tax indemnification or other similar agreement. Except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect, neither any Loan Party nor any of its Subsidiaries has ever \u201cparticipated\u201d in a \u201clisted transaction\u201d or a \u201creportable transaction\u201d within the meaning of Treasury Regulation Section 1.6011-4.", "references": ["Indemnity", "Applicable Laws", "Assigns", "Assignments", "Payments", "Use Of Proceeds", "Construction", "Headings", "Positions", "Further Assurances", "Governing Laws", "Non-Disparagement", "Compliance With Laws", "Entire Agreements", "Qualifications", "Indemnifications", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Vacations", "Effective Dates", "Binding Effects", "Effectiveness", "Remedies", "Waivers", "Interpretations", "Tax Withholdings", "Brokers", "Capitalization", "Change In Control", "Modifications", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement may be executed electronically by email and in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.", "references": ["No Waivers", "Sales", "Binding Effects", "Amendments", "Anti-Corruption Laws", "Erisa", "Financial Statements", "Effective Dates", "Base Salary", "Venues", "Use Of Proceeds", "Indemnifications", "Brokers", "Sanctions", "Books", "Positions", "No Defaults", "Insurances", "Powers", "Authority", "Confidentiality", "No Conflicts", "Vesting", "Applicable Laws", "Specific Performance", "Interests", "Interpretations", "Modifications", "Qualifications", "Non-Disparagement", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Executive represents and warrants that Executive has the capacity to act on Executive's own behalf and on behalf of all who might claim through Executive to bind them to the terms and conditions of this Agreement.", "references": ["Remedies", "Duties", "Binding Effects", "Employment", "Positions", "Intellectual Property", "Sales", "Qualifications", "Terminations", "Sanctions", "Records", "No Waivers", "Applicable Laws", "Financial Statements", "Participations", "Enforcements", "Consent To Jurisdiction", "Transactions With Affiliates", "Cooperation", "Insurances", "Compliance With Laws", "Defined Terms", "Withholdings", "Non-Disparagement", "Disability", "Solvency", "Interests", "Notices", "Use Of Proceeds", "Brokers", "Authority"], "gold": ["Authority"]}
+{"input": "The Executive\u2019s initial annual base salary shall be $353,500. The Executive\u2019s base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the \u201cCompensation Committee\u201d). The base salary in effect at any given time is referred to herein as \u201cBase Salary.\u201d The Base Salary shall be payable in a manner that is consistent with the Company\u2019s usual payroll practices for executive officers, but no less frequently than semi-monthly. The Executive shall not be required to defer any portion of Base Salary.", "references": ["Interpretations", "Authority", "Adjustments", "Closings", "Employment", "Liens", "Terminations", "Participations", "Non-Disparagement", "Death", "Assigns", "Submission To Jurisdiction", "Venues", "Notices", "Transactions With Affiliates", "No Conflicts", "Assignments", "Intellectual Property", "Payments", "Forfeitures", "Defined Terms", "Effectiveness", "Duties", "Costs", "Terms", "Releases", "Arbitration", "Records", "Successors", "Books", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The validity, construction, operation and effect of any and all of the terms and provisions of this Agreement shall be determined and enforced in accordance with the internal laws of the State of Delaware without giving effect to conflicts of laws principles that would result in the application of the law of any other state. Each of the parties to this Agreement (a) consents to submit to the personal jurisdiction of the Court of Chancery of the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined only in such court, (c) agrees that such party shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. To the fullest extent permitted by law, any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served in a manner permitted under the laws of the State of Delaware. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.", "references": ["Subsidiaries", "Assignments", "Approvals", "Successors", "Interpretations", "Litigations", "Venues", "Records", "Powers", "Warranties", "Waiver Of Jury Trials", "Financial Statements", "Remedies", "Disclosures", "Agreements", "Authority", "No Waivers", "Applicable Laws", "Expenses", "Arbitration", "Intellectual Property", "Sales", "Sanctions", "No Defaults", "Benefits", "Liens", "Representations", "Effectiveness", "Effective Dates", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Amendment and the Transaction Documents (as amended hereby) and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Amendment by the Borrower and the consummation by it of the transactions contemplated hereby and by the Transaction Documents (as amended hereby) have been duly authorized by all necessary action on the part of the Borrower, and no further action of the Borrower, its board of directors or stockholders is required in connection herewith or therewith.", "references": ["Taxes", "Entire Agreements", "Survival", "Terms", "Integration", "Consent To Jurisdiction", "Binding Effects", "Authorizations", "Interpretations", "Remedies", "Use Of Proceeds", "Confidentiality", "Miscellaneous", "Costs", "Interests", "Governing Laws", "Enforcements", "Books", "Change In Control", "Publicity", "Financial Statements", "Notices", "Applicable Laws", "Forfeitures", "Enforceability", "No Conflicts", "Base Salary", "Defined Terms", "No Waivers", "Successors", "Authority"], "gold": ["Authority"]}
+{"input": "The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company or any Related Entity and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant's tax obligations, either on a mandatory or elective basis in the discretion of the Committee.", "references": ["Expenses", "Books", "Costs", "Effective Dates", "Tax Withholdings", "Assigns", "Venues", "Litigations", "Agreements", "Interests", "Terminations", "Sales", "Construction", "Effectiveness", "Vesting", "Consent To Jurisdiction", "Publicity", "Intellectual Property", "Entire Agreements", "Notices", "Change In Control", "Waivers", "Participations", "Remedies", "Solvency", "Applicable Laws", "Disability", "Insurances", "Employment", "Vacations", "Taxes"], "gold": ["Taxes"]}
+{"input": "If the Executive\u2019s employment is terminated by reason of the Executive\u2019s death, the Company shall pay or provide the Executive\u2019s estate or beneficiaries with the Obligations and shall provide the health care continuation coverage to the Executive\u2019s spouse and eligible dependents, if any, in accordance with the provisions of Paragraph 5(b)(ii) above, for the greater of the length of time defined in the applicable benefit plan or policy in effect at the time of the Executive\u2019s death or a twelve (12) month period commencing as of the Date of Termination. In addition, all of the Executive\u2019s outstanding Long Term Incentive Awards shall be treated as described in Paragraph 5(b)(iii) above in respect of a twelve (12) month period following the Date of Termination for purposes of this subparagraph (vi). The Obligations shall be paid to the Executive\u2019s estate or beneficiary, as applicable, in the manner and at the time or times provided in Paragraph 5(a) above.", "references": ["Binding Effects", "Withholdings", "Vacations", "Specific Performance", "Benefits", "Assignments", "Fees", "Submission To Jurisdiction", "Governing Laws", "Erisa", "Agreements", "Adjustments", "Interpretations", "Authority", "Disability", "Forfeitures", "General", "Warranties", "Successors", "Confidentiality", "Indemnifications", "Closings", "Assigns", "Indemnity", "Compliance With Laws", "Enforceability", "Costs", "Construction", "Solvency", "Records", "Death"], "gold": ["Death"]}
+{"input": "The Employer shall indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member\u2019s own gross negligence or willful misconduct. Expenses against which such member shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.", "references": ["Integration", "Agreements", "Books", "Interests", "Enforcements", "Representations", "No Conflicts", "Withholdings", "Releases", "Successors", "Tax Withholdings", "Arbitration", "Benefits", "Counterparts", "Waiver Of Jury Trials", "Records", "Authorizations", "Qualifications", "Entire Agreements", "Cooperation", "Applicable Laws", "Survival", "Litigations", "Base Salary", "Enforceability", "Disclosures", "Effectiveness", "Adjustments", "Titles", "Headings", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Your salary will be $400,000 on an annualized basis and will be paid semi-monthly, less applicable taxes, deductions and withholdings, and is subject to annual review.", "references": ["Integration", "Arbitration", "Venues", "Records", "Benefits", "Effectiveness", "Compliance With Laws", "Authority", "Insurances", "Survival", "Disability", "Payments", "Withholdings", "Participations", "Approvals", "Applicable Laws", "Anti-Corruption Laws", "Death", "Publicity", "Terms", "Vacations", "Solvency", "Brokers", "Enforcements", "Headings", "Construction", "Confidentiality", "Definitions", "Indemnity", "Sanctions", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and may not be changed, modified, amended or supplemented except in writing, signed by both Landlord and Tenant. All other oral or written agreements, promises and arrangements relating to the subject matter of this Agreement are hereby rescinded. This Agreement will be binding on each of the parties and their respective successors and permitted assigns. This Agreement is intended to create rights between Landlord and Tenant and is not intended to confer rights on any other Person or to constitute such Person a third party beneficiary hereunder. If at any time Landlord or Tenant is comprised of more than one Person, this Agreement will be jointly and severally binding on each Person comprising Landlord and Tenant.", "references": ["Brokers", "Survival", "Liens", "Releases", "Governing Laws", "Duties", "No Conflicts", "Agreements", "Remedies", "Interpretations", "Assignments", "Change In Control", "Terminations", "Payments", "Entire Agreements", "Authorizations", "Closings", "Participations", "Withholdings", "Death", "Definitions", "Jurisdictions", "Indemnity", "Applicable Laws", "Disclosures", "Vacations", "Forfeitures", "Headings", "Financial Statements", "Representations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Company is a corporation duly organized, validly existing and in good standing under the laws of British Columbia, and has all requisite corporate power and authority to carry on its business as presently conducted and as currently proposed to be conducted.", "references": ["Death", "Taxes", "Remedies", "Waiver Of Jury Trials", "Books", "Applicable Laws", "Modifications", "Existence", "Payments", "Arbitration", "Assignments", "Participations", "Submission To Jurisdiction", "Anti-Corruption Laws", "Vesting", "Definitions", "Approvals", "No Conflicts", "Further Assurances", "Qualifications", "Enforcements", "Sanctions", "Waivers", "Subsidiaries", "Authorizations", "Withholdings", "Costs", "Terms", "Notices", "Authority", "Organizations"], "gold": ["Organizations"]}
+{"input": "As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Schedule 5.13 , and as of the Closing Date all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (in each case, to the extent such concept is applicable under applicable law) and are owned by the Borrower or such Subsidiary in the amounts specified on Schedule \u00a05.13 free and clear of all Liens except those created under the Collateral Documents and Permitted Liens.", "references": ["Disclosures", "Headings", "Payments", "Costs", "Binding Effects", "Applicable Laws", "Employment", "Warranties", "Counterparts", "Successors", "Interests", "No Conflicts", "Sanctions", "Miscellaneous", "Powers", "Governing Laws", "Insurances", "Expenses", "Integration", "Severability", "Litigations", "Terms", "Authority", "Representations", "Jurisdictions", "Construction", "Enforcements", "Effectiveness", "Vesting", "No Defaults", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, comply in all material respects with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Governing Laws", "Applicable Laws", "Tax Withholdings", "Disability", "Qualifications", "Costs", "Death", "Disclosures", "Brokers", "Successors", "Base Salary", "Terms", "No Waivers", "Authorizations", "Counterparts", "Enforceability", "Use Of Proceeds", "Litigations", "Payments", "Authority", "Submission To Jurisdiction", "Expenses", "Binding Effects", "Assignments", "Books", "Indemnifications", "Positions", "Representations", "Solvency", "Erisa", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The covenants contained in this Section 7. shall be construed as a series of separate covenants, one for each county, city, state or any similar subdivision in any Geographic Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding sections. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 7. are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.", "references": ["Authority", "Representations", "Miscellaneous", "Intellectual Property", "Construction", "Duties", "Counterparts", "Erisa", "Vesting", "Qualifications", "Subsidiaries", "Participations", "Powers", "Indemnifications", "Taxes", "No Conflicts", "Closings", "No Waivers", "Agreements", "Governing Laws", "Enforceability", "Forfeitures", "Notices", "Assignments", "Titles", "Expenses", "Tax Withholdings", "Authorizations", "Capitalization", "Modifications", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement and the Employee Proprietary Information and Inventions Agreement incorporated herein by reference together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.", "references": ["Brokers", "Vacations", "Transactions With Affiliates", "Submission To Jurisdiction", "Enforcements", "Adjustments", "Construction", "Qualifications", "Effectiveness", "Duties", "Releases", "Litigations", "Arbitration", "Sales", "Counterparts", "Expenses", "Indemnity", "Books", "Positions", "Forfeitures", "Terminations", "Applicable Laws", "Financial Statements", "Modifications", "Tax Withholdings", "Consent To Jurisdiction", "Representations", "Warranties", "Specific Performance", "Solvency", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each party\u2019s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Records", "Duties", "Authorizations", "Erisa", "Binding Effects", "Approvals", "Publicity", "Change In Control", "Sanctions", "Assigns", "Enforcements", "Enforceability", "Closings", "Liens", "Warranties", "Non-Disparagement", "Submission To Jurisdiction", "Litigations", "Tax Withholdings", "Powers", "Jurisdictions", "Effective Dates", "Agreements", "Solvency", "Sales", "Costs", "Withholdings", "Brokers", "Intellectual Property", "No Conflicts", "Survival"], "gold": ["Survival"]}
+{"input": "During the Employment Period, the Executive shall serve as the Company\u2019s Chief Executive Officer. The Executive shall be based at the Company\u2019s headquarters in New Haven, Connecticut, or such place or places in the continental United States as the Board of Directors of the Company (the \u201cBoard\u201d) shall determine. The Executive shall be subject to the supervision of, and shall have such authority as is delegated to the Executive by, the Board.", "references": ["Disclosures", "Jurisdictions", "Amendments", "Taxes", "Existence", "Benefits", "No Defaults", "Payments", "Closings", "Authority", "Defined Terms", "Powers", "Applicable Laws", "Authorizations", "Positions", "Brokers", "Governing Laws", "Death", "Modifications", "Records", "Effectiveness", "Anti-Corruption Laws", "Arbitration", "Severability", "Publicity", "Notices", "Enforcements", "Insurances", "Subsidiaries", "Use Of Proceeds", "Titles"], "gold": ["Titles"]}
+{"input": "The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction in accordance with the terms hereof. The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange Note has been duly authorized by the Company\u2019s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors\u2019 rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.", "references": ["Death", "Effective Dates", "Duties", "Releases", "Miscellaneous", "Integration", "Jurisdictions", "Indemnifications", "Erisa", "Warranties", "Assignments", "Qualifications", "Arbitration", "Anti-Corruption Laws", "Consent To Jurisdiction", "Approvals", "Entire Agreements", "Enforceability", "Terminations", "Vesting", "Survival", "Venues", "Expenses", "General", "No Waivers", "Successors", "Submission To Jurisdiction", "Records", "Interpretations", "Liens", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Grantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, this Agreement and the Security Agreement and any requirement that the Secured Party protect, secure, perfect or insure any Lien, or any property subject thereto, or exhaust any right or take any action against the Grantor or any other Person (including any other grantor) or entity or any Collateral securing the Obligations, as the case may be. As provided below, this Agreement shall be governed by, and construed in accordance with, the Laws of the State of California.", "references": ["Powers", "Participations", "Sanctions", "Vacations", "Closings", "Use Of Proceeds", "Indemnifications", "Indemnity", "Existence", "Adjustments", "Payments", "Jurisdictions", "Authority", "Survival", "Governing Laws", "Effectiveness", "Cooperation", "Costs", "Records", "Non-Disparagement", "Consent To Jurisdiction", "Severability", "Construction", "Anti-Corruption Laws", "Confidentiality", "Subsidiaries", "Organizations", "Expenses", "Specific Performance", "Transactions With Affiliates", "Waivers"], "gold": ["Waivers"]}
+{"input": "Except as set forth on Schedule 1.03 to the CPRC Disclosure Schedules (which sets forth the corporate structure of the Group), CPRC does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other entity.", "references": ["Indemnifications", "Indemnity", "Consents", "Change In Control", "Waiver Of Jury Trials", "Closings", "Brokers", "Authorizations", "Adjustments", "Tax Withholdings", "Applicable Laws", "Warranties", "Sanctions", "Headings", "Positions", "Litigations", "Submission To Jurisdiction", "Titles", "Taxes", "Enforceability", "Powers", "Financial Statements", "Survival", "Payments", "Jurisdictions", "Solvency", "Approvals", "Defined Terms", "Counterparts", "Disclosures", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, any Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lender, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Company or any of the Company\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.\u00a0 For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a010.04(c) \u00a0without regard to the existence of any participation.", "references": ["Forfeitures", "Compliance With Laws", "Integration", "Use Of Proceeds", "Specific Performance", "Successors", "Solvency", "Modifications", "Employment", "Costs", "Interpretations", "Cooperation", "Venues", "Severability", "No Waivers", "Indemnity", "Vesting", "Effectiveness", "Vacations", "Withholdings", "Disability", "Terms", "Waiver Of Jury Trials", "Agreements", "Change In Control", "Anti-Corruption Laws", "Brokers", "Publicity", "Headings", "Non-Disparagement", "Participations"], "gold": ["Participations"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, a minimum of 500,000 Shares and a maximum of 1,000,000 Shares, as determined by Purchaser in accordance with this Section 2.1, in accordance with Section 2.2(a) at a price of $3.60 per Share. The Subscription Amount for the first 500,000 Shares is to be transferred to Company\u2019s bank account within fourteen (14) days after the signing of this Agreement. The Subscription Amount for any additional Shares incremental to the first 500,000 Shares is to be transferred to Company\u2019s bank account within one month after the signing of this Agreement. The Company shall deliver to Purchaser its Shares as determined pursuant to Section 2.2(a), and the Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. The Purchaser shall deliver its determination to the Company in writing as to the final Subscription Amount, subject at all times to the minimum ($1,800,000) and maximum ($3,600,000) as provided above, on or before one month after the signing of this Agreement.", "references": ["Indemnity", "Intellectual Property", "Employment", "Compliance With Laws", "Arbitration", "Enforceability", "Jurisdictions", "Terminations", "Consents", "Construction", "Assigns", "Consent To Jurisdiction", "Venues", "Non-Disparagement", "Warranties", "Enforcements", "Organizations", "Defined Terms", "Entire Agreements", "Positions", "Solvency", "Subsidiaries", "Participations", "Interests", "Assignments", "Submission To Jurisdiction", "Severability", "Amendments", "Authority", "Approvals", "Closings"], "gold": ["Closings"]}
+{"input": "Each Member shall have all rights and remedies set forth in this Agreement and all rights and remedies that such Person has been granted at any time under any other agreement or contract and all of the rights that such Person has under any applicable law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to enforce such rights specifically (without posting a bond or other security) to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by applicable law.", "references": ["Solvency", "Titles", "Erisa", "Survival", "Defined Terms", "Terms", "Further Assurances", "Base Salary", "Authority", "Publicity", "Organizations", "Adjustments", "Capitalization", "Brokers", "Expenses", "Jurisdictions", "Successors", "Disability", "Waiver Of Jury Trials", "Indemnifications", "Specific Performance", "Subsidiaries", "Intellectual Property", "Binding Effects", "Insurances", "Submission To Jurisdiction", "Closings", "Applicable Laws", "Definitions", "Positions", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement (which term shall be deemed to include the Exhibits and Schedules hereto and the other certificates, documents and instruments delivered hereunder) and the other Transaction Documents constitute the entire agreement of the Parties and supersede all prior agreements, letters of intent and understandings, both written and oral, among the Parties with respect to the subject matter hereof. There are no other warranties, representations or other agreements between the Parties in connection with the subject matter. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all Parties.", "references": ["Sanctions", "No Waivers", "Brokers", "Notices", "Remedies", "Enforcements", "Death", "Warranties", "Severability", "Transactions With Affiliates", "Disclosures", "Existence", "Subsidiaries", "No Defaults", "Approvals", "Integration", "Qualifications", "Closings", "Headings", "Participations", "Adjustments", "Erisa", "Powers", "Solvency", "Confidentiality", "Liens", "Specific Performance", "Binding Effects", "Tax Withholdings", "Construction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each of Enstar and the Retrocessionaire has (or will have in the case of the Retrocessionaire) the requisite corporate (or other organizational) power and authority to enter into the Transaction Agreements to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery by Enstar and the Retrocessionaire of the respective Transaction Agreements to which they are a party and the consummation by Enstar and the Retrocessionaire of the respective transactions contemplated thereby have been and, with respect to the Transaction Agreements to which it is a party to be executed and delivered at Closing, will be duly authorized by all necessary corporate or other organizational action on the part of Enstar and the Retrocessionaire. Each of the Transaction Agreements has been or, with respect to the Transaction Agreements to be executed and delivered at the Closing, will be duly executed and delivered by Enstar and the Retrocessionaire as applicable and, assuming the Transaction Agreements constitute valid and binding agreements of the other parties thereto (other than Enstar and the Retrocessionaire), constitute valid and binding obligations of Enstar and the Retrocessionaire, enforceable against Enstar and the Retrocessionaire in accordance with their terms, subject to the Enforceability Exceptions.", "references": ["Governing Laws", "Severability", "Miscellaneous", "Liens", "Sales", "Solvency", "Adjustments", "Subsidiaries", "Defined Terms", "Forfeitures", "Duties", "Applicable Laws", "Agreements", "No Waivers", "Qualifications", "Litigations", "Records", "Indemnifications", "Organizations", "Consent To Jurisdiction", "Existence", "Releases", "Brokers", "No Conflicts", "Cooperation", "Taxes", "Closings", "Books", "Jurisdictions", "Fees", "Authority"], "gold": ["Authority"]}
+{"input": "Each party hereto shall sign such further documents and do and perform and cause to be done such further acts and things as any other party hereto may reasonably request to the extent necessary to carry out the intent and accomplish the purposes of this Agreement.", "references": ["Brokers", "Binding Effects", "Liens", "Compliance With Laws", "Representations", "Agreements", "Jurisdictions", "Applicable Laws", "Miscellaneous", "Death", "Construction", "Entire Agreements", "Definitions", "Remedies", "Qualifications", "Cooperation", "Payments", "Taxes", "Transactions With Affiliates", "Effectiveness", "Positions", "Insurances", "Specific Performance", "Closings", "No Conflicts", "Approvals", "Releases", "Vacations", "Existence", "Solvency", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Executive shall be entitled to five (5) weeks of paid vacation per year in accordance with Farmer Mac\u2019s annual leave policy.", "references": ["Approvals", "Positions", "Governing Laws", "Survival", "Death", "Waiver Of Jury Trials", "Terms", "Liens", "Transactions With Affiliates", "Releases", "Non-Disparagement", "Benefits", "Severability", "Capitalization", "Representations", "Records", "No Conflicts", "Erisa", "Fees", "Modifications", "Binding Effects", "Anti-Corruption Laws", "Waivers", "General", "Submission To Jurisdiction", "Counterparts", "Tax Withholdings", "Change In Control", "Assigns", "Financial Statements", "Vacations"], "gold": ["Vacations"]}
+{"input": "The Borrower has furnished to the Lenders Consolidated financial statements showing the Borrower\u2019s and all Subsidiaries\u2019 financial condition as of December\u00a031, 2016 and the results of operations and their cash flows for the fiscal year then ended audited by Ernst & Young LLP, which statements fairly present their Consolidated financial position and the results of their operations as of the date and for the period referred to and have been prepared in accordance with GAAP consistently applied throughout the interval involved. Since the date of such financial statements to the date of execution hereof, there have not been any materially adverse changes in the Consolidated financial condition of the Borrower and the Subsidiaries from that disclosed in such financial statements. None of the property or assets shown in the Consolidated financial statements delivered to the Lenders has been materially adversely affected as the result of any fire, explosion, accident, flood, drought, storm, earthquake, condemnation, requisition, statutory or regulatory change, act of God, or act of public enemy or other casualty, whether or not insured.", "references": ["Definitions", "Closings", "Powers", "Authorizations", "Benefits", "Duties", "No Waivers", "Specific Performance", "Publicity", "No Conflicts", "Jurisdictions", "Expenses", "Vacations", "Waivers", "Costs", "Warranties", "Qualifications", "Amendments", "Representations", "Submission To Jurisdiction", "Disclosures", "Miscellaneous", "Notices", "Solvency", "Subsidiaries", "Adjustments", "Arbitration", "Construction", "Venues", "Integration", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "As of the time of Sale of each Aircraft, the relevant Seller will have good, valid and marketable title to such Aircraft to transfer to Buyer, free and clear of all Warranted Security Interests.", "references": ["Consent To Jurisdiction", "Venues", "Enforceability", "Modifications", "Qualifications", "Waivers", "Further Assurances", "Positions", "Defined Terms", "Fees", "Remedies", "Benefits", "Construction", "Forfeitures", "Interests", "Closings", "Publicity", "Tax Withholdings", "Effective Dates", "Payments", "Taxes", "Change In Control", "Binding Effects", "Insurances", "Compliance With Laws", "Intellectual Property", "Non-Disparagement", "Survival", "Indemnity", "Integration", "Titles"], "gold": ["Titles"]}
+{"input": "All notices and other communications provided for in the Plan shall be in writing and shall be sent, delivered or mailed, addressed as follows: (a) if to the Company, at the Company\u2019s principal office address or such other address as the Company may have designated by written notice to all Participants for purposes hereof, directed to the attention of the General Counsel, and (b) if to any Participant, at his or her residence address on the records of the Company or to such other address as he or she may have designated to the Company in writing for purposes hereof. Each such notice or other communication shall be deemed to have been duly given or mailed by United States certified or registered mail, return receipt requested, postage prepaid, except that any change of notice address shall be effective only upon receipt.", "references": ["Assigns", "Anti-Corruption Laws", "Interpretations", "Representations", "Severability", "Insurances", "Liens", "Non-Disparagement", "Capitalization", "Employment", "Successors", "Base Salary", "Remedies", "Headings", "Jurisdictions", "Qualifications", "Taxes", "Sales", "Consents", "Submission To Jurisdiction", "Construction", "Organizations", "Venues", "Erisa", "Assignments", "Fees", "Authorizations", "No Waivers", "Forfeitures", "Titles", "Notices"], "gold": ["Notices"]}
+{"input": "Employee shall be entitled to vacation days in any calendar year in accordance with the Company\u2019s general vacation policies for senior executive employees.", "references": ["Interests", "Confidentiality", "Terminations", "No Defaults", "Existence", "Governing Laws", "Change In Control", "Authorizations", "Costs", "Enforcements", "Agreements", "Indemnity", "Warranties", "Use Of Proceeds", "Severability", "Waiver Of Jury Trials", "Miscellaneous", "Notices", "Submission To Jurisdiction", "Assigns", "No Waivers", "Remedies", "Adjustments", "Publicity", "Intellectual Property", "Closings", "Entire Agreements", "Qualifications", "Sanctions", "Jurisdictions", "Vacations"], "gold": ["Vacations"]}
+{"input": "All questions concerning the construction, validity and interpretation of the PSUs and the 2012 Stock Plan shall be governed and construed according to the laws of the state of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the PSUs or the 2012 Stock Plan shall be brought only in the state or federal courts of the state of Delaware.", "references": ["Confidentiality", "Arbitration", "Non-Disparagement", "Assigns", "Entire Agreements", "Closings", "Authorizations", "Waiver Of Jury Trials", "Effectiveness", "Records", "Positions", "Costs", "Enforcements", "Existence", "Authority", "Counterparts", "Remedies", "Indemnifications", "Representations", "Solvency", "Headings", "Specific Performance", "Venues", "No Defaults", "Brokers", "Compliance With Laws", "Notices", "Integration", "Taxes", "Terminations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed in several counterparts, each of which shall be deemed as an original, but all of which together shall constitute one and the same instrument; signed copies of this Agreement may be delivered by .pdf, .jpeg or fax and will be accepted as originals.", "references": ["Releases", "Taxes", "Payments", "Submission To Jurisdiction", "Vacations", "Arbitration", "Compliance With Laws", "Waiver Of Jury Trials", "Enforcements", "Sales", "Indemnity", "No Defaults", "Death", "Non-Disparagement", "Warranties", "Disability", "Authorizations", "Withholdings", "Forfeitures", "Jurisdictions", "Anti-Corruption Laws", "Interpretations", "Employment", "Costs", "Assignments", "Transactions With Affiliates", "Capitalization", "Records", "Publicity", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and holders holding Warrants to acquire 67% of the Warrant Shares issuable pursuant to the Warrants that were issued under the Purchase Agreement .", "references": ["Assigns", "Enforcements", "Anti-Corruption Laws", "Integration", "Non-Disparagement", "Indemnifications", "Transactions With Affiliates", "Miscellaneous", "Successors", "Counterparts", "No Conflicts", "Applicable Laws", "Warranties", "Headings", "Use Of Proceeds", "Powers", "Intellectual Property", "Defined Terms", "Organizations", "Books", "Positions", "Vesting", "Interpretations", "Sanctions", "Definitions", "Closings", "Litigations", "Agreements", "Confidentiality", "Existence", "Amendments"], "gold": ["Amendments"]}
+{"input": "Borrowers and Guarantor shall not, directly or indirectly, use any proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to any of their respective subsidiaries or joint venture partners or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, or otherwise) of Sanctions.", "references": ["Adjustments", "Titles", "No Waivers", "Submission To Jurisdiction", "Warranties", "Waiver Of Jury Trials", "Fees", "Arbitration", "Interpretations", "Governing Laws", "Integration", "Consents", "Benefits", "Interests", "Venues", "Definitions", "Authority", "Records", "Specific Performance", "Capitalization", "Non-Disparagement", "Terminations", "Subsidiaries", "Change In Control", "Entire Agreements", "Successors", "Solvency", "Compliance With Laws", "Defined Terms", "Expenses", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "The COO shall serve as the COO of the Corporation and subject to the general direction and control of the CEO of the Corporation (the \u201c CEO \u201d) the Executive shall have responsibility for the overall day-to-day operation of the Corporation. In addition, the COO shall have such other duties as are normally associated with and inherent in the executive capacity in which the COO will be serving.", "references": ["Insurances", "Intellectual Property", "No Defaults", "Financial Statements", "Compliance With Laws", "Survival", "Withholdings", "Terminations", "Confidentiality", "Duties", "Titles", "Specific Performance", "Publicity", "Solvency", "Consents", "Releases", "Change In Control", "Forfeitures", "Definitions", "Participations", "No Conflicts", "Employment", "Closings", "Benefits", "Venues", "Payments", "Waivers", "Waiver Of Jury Trials", "Disability", "Death", "General"], "gold": ["General"]}
+{"input": "Each Borrower and Mondel\u0113z jointly and severally agrees to indemnify and hold harmless each Agent and each Lender and each of their respective affiliates, control persons, directors, officers, employees, attorneys and agents (each, an \u201c Indemnified Party \u201d) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Party, in each case in connection with or arising out of, or in connection with the preparation for or defense of, any investigation, litigation, or proceeding (i)\u00a0related to this Agreement or any of the other documents delivered hereunder, the Advances or any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by any Borrower, whether or not such Indemnified Party is a party to such transaction, or (ii)\u00a0related to any Borrower\u2019s or Mondel\u0113z\u2019s consummation of any transaction or proposed transaction contemplated hereby (whether or not consummated) or entering into this Agreement, or to any actions or omissions of any Borrower or Mondel\u0113z, any of their respective Subsidiaries or affiliates or any of its or their respective officers, directors, employees or agents in connection therewith, in each case whether or not an Indemnified Party is a party thereto and whether or not such investigation, litigation or proceeding is brought by Mondel\u0113z or any Borrower or any other Person; provided , however , that neither any Borrower nor Mondel\u0113z shall be required to indemnify an Indemnified Party from or against any portion of such claims, damages, losses, liabilities or expenses that is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party.", "references": ["Brokers", "Taxes", "Severability", "Construction", "Closings", "Withholdings", "Indemnity", "Consents", "Disability", "Intellectual Property", "Forfeitures", "Fees", "Change In Control", "Consent To Jurisdiction", "Venues", "Terminations", "Authority", "Representations", "Use Of Proceeds", "Miscellaneous", "Counterparts", "Amendments", "Survival", "Subsidiaries", "Adjustments", "Anti-Corruption Laws", "Modifications", "Successors", "Non-Disparagement", "Financial Statements", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The provisions of this Fourth Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the choice of law provisions of the State of Delaware or any other provisions. The parties and their successors and assigns hereby irrevocably consent to the nonexclusive jurisdiction of the state and federal courts located in Atlanta, Georgia and Broward County, Florida in connection with any legal action between the parties related to this Fourth Amendment, and agree that venue will lie in such courts.", "references": ["Entire Agreements", "Powers", "Forfeitures", "Intellectual Property", "Waivers", "Approvals", "Anti-Corruption Laws", "Further Assurances", "Interests", "Assignments", "Terms", "Consent To Jurisdiction", "Benefits", "Consents", "Effectiveness", "Binding Effects", "Survival", "Death", "Cooperation", "Withholdings", "Expenses", "Employment", "Records", "Solvency", "Existence", "Terminations", "Arbitration", "Books", "No Defaults", "Modifications", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Each of the Borrower and Holdings is treated as a disregarded entity or a partnership for U.S. federal income tax purposes. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i)\u00a0each Group Member has filed or caused to be filed all federal, state and other tax returns and reports that are required to have been filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property, and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member) and (ii)\u00a0no Tax Lien has been filed, and, to the knowledge of the Loan Parties, no claim is being asserted, with respect to any such Taxes, fees or other charges.", "references": ["Modifications", "Payments", "Titles", "Headings", "Vacations", "Qualifications", "Assigns", "Defined Terms", "Governing Laws", "Further Assurances", "Entire Agreements", "Integration", "Intellectual Property", "Terminations", "Miscellaneous", "Erisa", "Employment", "Indemnity", "Specific Performance", "No Defaults", "Waivers", "Subsidiaries", "Brokers", "Cooperation", "Sales", "Consents", "Solvency", "Base Salary", "Non-Disparagement", "Change In Control", "Taxes"], "gold": ["Taxes"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (prior to 9:00 am, Local Time, at least three (3) Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit (which Letter of Credit shall be in a form reasonably acceptable to and agreed by the Administrative Agent), or identifying the Letter of Credit to be amended, renewed or extended, and specifying the name of the applicable Borrower, whether such Letter of Credit is to constitute a U.S. Tranche Letter of Credit, U.K. Tranche Letter of Credit or a H.K. Tranche Letter of Credit, the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph\u00a0(c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable to such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. Each U.S. Tranche Letter of Credit shall be issued in U.S. Dollars for the account of a Domestic Borrower. Each U.K. Tranche Letter of Credit shall be issued in any Agreed Currency for the account of a Domestic Borrower or a U.K. Borrower. Each H.K. Tranche Letter of Credit shall be issued in U.S. Dollars or H.K. Dollars for the account of a Domestic Borrower or the H.K. Borrower. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the aggregate LC Exposure shall not exceed the Dollar Equivalent of Sixty Million U.S. Dollars ($60,000,000); provided that, the aggregate amount of Letters of Credit outstanding at any time (A) under the U.S. Tranche Commitments shall not exceed Sixty Million U.S. Dollars ($60,000,000), (B) under the U.K. Tranche Commitments shall not exceed the Dollar Equivalent of Five Million U.S. Dollars ($5,000,000), and (C) under the H.K. Tranche Commitments shall not exceed the Dollar Equivalent of Five Million U.S. Dollars ($5,000,000); provided that, notwithstanding the foregoing, H.K. Tranche Letters of Credit shall be issued solely at the discretion of the Issuing Bank and no Issuing Bank shall have any obligation to issue H.K. Tranche Letters of Credit, and (ii) the Revolving Exposure Limitations shall be satisfied. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank\u2019s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).", "references": ["Financial Statements", "Binding Effects", "General", "Change In Control", "Taxes", "Defined Terms", "Disclosures", "Forfeitures", "Specific Performance", "Remedies", "Severability", "Releases", "Enforcements", "Payments", "Representations", "Withholdings", "Construction", "Erisa", "Costs", "Submission To Jurisdiction", "Books", "Subsidiaries", "Existence", "Vesting", "Interests", "Integration", "Warranties", "Adjustments", "Vacations", "Solvency", "Amendments"], "gold": ["Amendments"]}
+{"input": "The execution, delivery and performance by Enerkon Nevada of this Agreement and the consummation by Enerkon Nevada of the other transactions to which it is a party and as contemplated hereby do not and will not: (i) conflict with or violate any provision of Enerkon Nevada\u2019s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of Enerkon Nevada, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Enerkon Nevada debt or otherwise) or other understanding to which Enerkon Nevada is a party or by which any property or asset of Enerkon Nevada is bound or affected, or (iii) subject to the Required Approvals, as defined by Section 4.4, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Enerkon Nevada is subject (including federal and state securities laws and regulations), or by which any property or asset of Enerkon Nevada is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.", "references": ["Financial Statements", "Headings", "Consent To Jurisdiction", "Authority", "Confidentiality", "Jurisdictions", "Disclosures", "Definitions", "Compliance With Laws", "Forfeitures", "Fees", "Counterparts", "Publicity", "Enforceability", "Litigations", "No Waivers", "Adjustments", "Expenses", "Qualifications", "Sales", "Authorizations", "Closings", "Modifications", "Costs", "Interpretations", "Disability", "Transactions With Affiliates", "Change In Control", "Vacations", "Binding Effects", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Guarantor shall preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises.", "references": ["Sales", "Defined Terms", "Integration", "Warranties", "Duties", "Binding Effects", "Counterparts", "Assigns", "Forfeitures", "Entire Agreements", "Financial Statements", "Costs", "Waivers", "Effectiveness", "Indemnity", "Interests", "Powers", "Brokers", "Interpretations", "Submission To Jurisdiction", "Subsidiaries", "Insurances", "Liens", "No Defaults", "General", "Vesting", "Enforceability", "Miscellaneous", "Closings", "Base Salary", "Existence"], "gold": ["Existence"]}
+{"input": "Except as provided in Section 4 above, Guarantor agrees that the validity of this Guaranty shall not be terminated, affected or otherwise impaired by reason of any assignment or other transfer of all or any portion of Tenant\u2019s interest in the Lease. This Guaranty shall inure to the benefit of and may be enforced by Landlord, its successors or assigns, and shall be binding upon and enforceable against Guarantor, its heirs, executors, administrators, personal representatives, successors or assigns. Guarantor\u2019s obligations hereunder may not be assigned.", "references": ["Records", "Indemnifications", "Arbitration", "Waiver Of Jury Trials", "No Defaults", "Sanctions", "Anti-Corruption Laws", "Positions", "Closings", "Assigns", "Consent To Jurisdiction", "Agreements", "Submission To Jurisdiction", "Terminations", "Warranties", "Governing Laws", "Transactions With Affiliates", "Payments", "Powers", "Solvency", "Effectiveness", "Participations", "Vacations", "Successors", "Further Assurances", "Interpretations", "Representations", "Financial Statements", "Vesting", "Titles", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Borrower and its Subsidiaries own or possess the right to (through express agreement or implied right), all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses, domain names, trade secrets, know-how and other intellectual property rights (collectively, \u201c IP Rights \u201d) that are possessed by it or which are used in the operation of their respective businesses, except as (i)\u00a0specified in the SEC Reports and (ii)\u00a0where the failure to own or possess the right to use any such IP Right or where any such conflict would not reasonably be expected to have a Material Adverse Effect. To the Actual Knowledge of the Borrower, no slogan, trademark, service mark or trade name now employed, or now contemplated to be employed by the Borrower or any Subsidiary, nor the conduct of their businesses, infringes upon any IP Rights held by any other Person, except (i)\u00a0as specified in the SEC Reports and (ii)\u00a0where such infringement would not reasonably be expected to have a Material Adverse Effect. Except as specified in the SEC Reports, no written claim or litigation regarding any of the foregoing in this Section \u00a05.12 is pending or, to the knowledge of the Borrower, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "references": ["Disability", "Consent To Jurisdiction", "No Defaults", "Binding Effects", "Qualifications", "Sanctions", "Confidentiality", "Books", "Costs", "Venues", "Transactions With Affiliates", "Publicity", "No Waivers", "Interests", "Waivers", "Enforcements", "Effective Dates", "Litigations", "Amendments", "Anti-Corruption Laws", "Solvency", "Definitions", "Integration", "Construction", "Severability", "Authorizations", "Titles", "Terms", "Submission To Jurisdiction", "Vacations", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Each party\u2019s obligations under this Section\u00a03.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.", "references": ["Defined Terms", "Indemnifications", "Records", "Waiver Of Jury Trials", "Disability", "Approvals", "Financial Statements", "No Conflicts", "Compliance With Laws", "Cooperation", "Vacations", "Successors", "Entire Agreements", "Headings", "Severability", "Confidentiality", "Employment", "No Waivers", "Assigns", "Miscellaneous", "Payments", "Costs", "Intellectual Property", "Governing Laws", "Effectiveness", "Indemnity", "Remedies", "Applicable Laws", "Capitalization", "Specific Performance", "Survival"], "gold": ["Survival"]}
+{"input": "Section and Exhibits headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.", "references": ["Closings", "Expenses", "Representations", "Existence", "Assignments", "Change In Control", "Anti-Corruption Laws", "Binding Effects", "Consents", "Costs", "Interests", "Confidentiality", "Defined Terms", "Fees", "Survival", "Counterparts", "Duties", "Qualifications", "Construction", "Modifications", "Vacations", "Erisa", "Benefits", "Assigns", "Effectiveness", "Subsidiaries", "Taxes", "Indemnifications", "Authority", "Remedies", "Headings"], "gold": ["Headings"]}
+{"input": "Subject to Paragraphs 8, 9 and 10, each Company, from the date of commercial operation of the 1975 Unit until the date of commercial operation of the 1978 Unit, shall at all times have full ownership of and available to it at the 1975 Unit the portion of the generating capability of the 1975 Unit and the energy associated therewith, corresponding to its Ownership Share as specified in Paragraph 1.", "references": ["Withholdings", "Warranties", "Titles", "Consent To Jurisdiction", "Benefits", "Defined Terms", "Sales", "Books", "Counterparts", "Disclosures", "Waivers", "Tax Withholdings", "Waiver Of Jury Trials", "Financial Statements", "Effective Dates", "Successors", "Sanctions", "Disability", "Assigns", "Closings", "Assignments", "Headings", "Representations", "Costs", "Severability", "No Waivers", "Fees", "Brokers", "Expenses", "Cooperation", "Powers"], "gold": ["Powers"]}
+{"input": "All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Purchase Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.", "references": ["Vesting", "Terms", "Construction", "Warranties", "Indemnifications", "Agreements", "Compliance With Laws", "Adjustments", "Integration", "Subsidiaries", "Modifications", "Base Salary", "Interpretations", "Sanctions", "Releases", "No Waivers", "Vacations", "Terminations", "Binding Effects", "Costs", "Interests", "Records", "Enforceability", "Anti-Corruption Laws", "Jurisdictions", "Definitions", "Fees", "Authorizations", "Transactions With Affiliates", "Defined Terms", "Taxes"], "gold": ["Taxes"]}
+{"input": "Schedule 5.8 hereto contains an accurate list of all Subsidiaries of the Company as of the Execution Date, setting forth their respective jurisdictions of incorporation or organization and the percentage of their respective Capital Stock owned by the Company or other Subsidiaries. All of the issued and outstanding shares of Capital Stock of such Subsidiaries held by the Company have been duly authorized and issued and are fully paid and non\u2011assessable (to the extent such concepts are applicable). As of the Execution Date there are no Unrestricted Subsidiaries.", "references": ["Sales", "Duties", "No Conflicts", "Withholdings", "Base Salary", "Further Assurances", "Effective Dates", "Records", "Entire Agreements", "Counterparts", "Binding Effects", "Disclosures", "Solvency", "Positions", "Waiver Of Jury Trials", "Financial Statements", "Amendments", "Adjustments", "Employment", "Payments", "Applicable Laws", "Consent To Jurisdiction", "Vesting", "Agreements", "Anti-Corruption Laws", "Tax Withholdings", "General", "Approvals", "Change In Control", "Submission To Jurisdiction", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any material Requirement of Law applicable to any Borrower or any Subsidiary to the extent failure to comply therewith could reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of any Borrower or any Subsidiary, (d) will not violate or result in a material default under any material indenture, agreement or other instrument binding upon any Borrower or any Subsidiary or their respective assets, or give rise to a right thereunder to require any material payment to be made by any Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any material obligation thereunder and (e) will not result in the creation or imposition of any Lien (other than a Lien permitted under Section 6.02 ) on any asset of the Company or any Subsidiary.", "references": ["Enforceability", "Compliance With Laws", "Disclosures", "Liens", "Positions", "Assignments", "Counterparts", "Binding Effects", "No Waivers", "Agreements", "Confidentiality", "Remedies", "Participations", "Solvency", "Existence", "Interests", "Cooperation", "Adjustments", "Qualifications", "Headings", "Capitalization", "Releases", "Entire Agreements", "Base Salary", "Death", "Transactions With Affiliates", "Benefits", "Definitions", "Effectiveness", "Jurisdictions", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Any modification of this Agreement shall be effective only if it is in writing and signed by each party or such party\u2019s authorized representative.", "references": ["Authorizations", "Liens", "Sanctions", "Powers", "Transactions With Affiliates", "Enforceability", "Vacations", "Books", "Confidentiality", "Forfeitures", "Jurisdictions", "Vesting", "Authority", "Employment", "Qualifications", "Fees", "Positions", "Integration", "Enforcements", "Subsidiaries", "Litigations", "Venues", "Cooperation", "Warranties", "Taxes", "Severability", "Insurances", "Costs", "Construction", "Remedies", "Modifications"], "gold": ["Modifications"]}
+{"input": "Company covenants and agrees that in the event this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor\u2019s designee, immediately following the date this Note is paid in full (the \u201c Release Date \u201d). For the avoidance of doubt, as of the date hereof, there is no Collateral securing this Note, and after the Release Date, as applicable, there shall be no Collateral securing this Note.", "references": ["Binding Effects", "Intellectual Property", "Confidentiality", "Effective Dates", "Records", "Waivers", "Disclosures", "Assigns", "General", "Liens", "Venues", "Financial Statements", "Headings", "Agreements", "Qualifications", "Employment", "Taxes", "Titles", "Powers", "Effectiveness", "Vacations", "Duties", "Transactions With Affiliates", "Participations", "Approvals", "Publicity", "Amendments", "Payments", "Authorizations", "Solvency", "Releases"], "gold": ["Releases"]}
+{"input": "The representations and warranties contained in this Agreement are the only representations and warranties being made by each Party, and no other representations or warranties, express or implied, are being made or may be relied upon by either Party in connection with this Agreement or the consummation of the transactions contemplated hereby. The representations and warranties of Seller contained in this Agreement shall survive the Closing for a period of one\u00a0year.", "references": ["Assigns", "Existence", "Benefits", "Waiver Of Jury Trials", "Forfeitures", "Governing Laws", "Closings", "Authorizations", "General", "Representations", "Subsidiaries", "Disability", "Confidentiality", "Specific Performance", "Powers", "Warranties", "Consents", "Compliance With Laws", "Miscellaneous", "Liens", "Definitions", "Capitalization", "Waivers", "Solvency", "Defined Terms", "Qualifications", "Indemnifications", "Sales", "Records", "Disclosures", "Survival"], "gold": ["Survival"]}
+{"input": "Subject to last sentence of Section\u00a09(b) of this Agreement, the Executive shall not, at any time during the Employment Period and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to the Company or its subsidiaries or Affiliates, officers, directors, employees, advisors, businesses or reputations, nor shall any member of the Board, any officer of the Company, or the Senior Vice President of Human Resources of the Company make any such statements or representations regarding the Executive. Notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive or the Company from making truthful statements that are required by applicable law, regulation or legal process. The Company agrees that the Executive, in addition to any other remedies available to him, shall be entitled to apply for preliminary and permanent injunctive relief against any breach of the covenant contained in this subsection (e), without having to post bond.", "references": ["Intellectual Property", "Representations", "Successors", "Payments", "Entire Agreements", "Closings", "Litigations", "Jurisdictions", "Books", "Erisa", "Costs", "Survival", "Construction", "Consents", "Forfeitures", "Terms", "Publicity", "Indemnifications", "Terminations", "Sales", "Capitalization", "Powers", "Submission To Jurisdiction", "Specific Performance", "Vesting", "Applicable Laws", "General", "Binding Effects", "Counterparts", "Vacations", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "If Borrowers request, convert or continue Loans, select interest rates or transfer funds based on telephonic or electronic instructions to Agent, Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, as applicable. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or electronic instructions from a person believed in good faith to be authorized to give such instructions on a Borrower\u2019s behalf.", "references": ["Non-Disparagement", "Subsidiaries", "Terminations", "Intellectual Property", "No Conflicts", "Consent To Jurisdiction", "Benefits", "Vesting", "Cooperation", "Insurances", "Costs", "Agreements", "Brokers", "Headings", "Existence", "Tax Withholdings", "Taxes", "Titles", "Specific Performance", "Consents", "Litigations", "Waivers", "Powers", "Expenses", "Payments", "No Defaults", "No Waivers", "Assignments", "Entire Agreements", "Compliance With Laws", "Notices"], "gold": ["Notices"]}
+{"input": "This Services Agreement will be governed by and construed in accordance with the laws of the State of Utah.", "references": ["Terms", "Base Salary", "Waivers", "Closings", "Duties", "Publicity", "Participations", "Interests", "Interpretations", "Non-Disparagement", "Existence", "Terminations", "Fees", "Further Assurances", "Severability", "Intellectual Property", "Representations", "Erisa", "Applicable Laws", "Litigations", "Subsidiaries", "Amendments", "Counterparts", "Cooperation", "Vacations", "Books", "Authorizations", "Withholdings", "Miscellaneous", "Tax Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Executive shall be entitled to participate in all employee benefit plans or programs established by the GENBAND Entities or management from time to time that are generally provided to other similarly-situated senior executives of the Company or the other GENBAND Parties to the extent that he is eligible to participate. The Executive\u2019s participation in any such plan or program shall be subject to the provisions, rules and regulations applicable to such plan or program. Without limiting the generality of the foregoing, the Executive shall be provided with coverage for medical, disability, and term life insurance to the extent it is available at a reasonable cost from reputable providers. The Executive shall also be entitled to an annual reimbursement of up to $4,800 for financial planning services in accordance with the GENBAND Parties\u2019 applicable policies and procedures. Until such time as the Executive obtains permanent housing in the Dallas, Texas metropolitan area and his family relocates to the area, the Company shall (i) provide an allowance for living quarters in Plano, Texas as necessary for the Executive, for an amount not to exceed $ l,000.00 per month, and (ii) pay all reasonable commuting expenses to and from the Executive\u2019s principal residence in Austin, Texas and Plano, Texas. The Executive\u2019s temporary living quarters shall consist of a house, condominium, or similar residence. In the event that any of the perquisites provided by the Company to the Executive subject the Executive to any tax liability, the Company agrees to pay the Executive an amount of cash equal to such tax liability and an additional amount of cash equal to the tax liability that the Executive will be subject to as a result of the total cash payment described in this sentence.", "references": ["No Defaults", "Expenses", "Tax Withholdings", "Integration", "Change In Control", "Assignments", "Disability", "Survival", "Venues", "Effective Dates", "Intellectual Property", "Jurisdictions", "Organizations", "Waivers", "Base Salary", "Subsidiaries", "Definitions", "Anti-Corruption Laws", "Forfeitures", "Books", "Governing Laws", "Powers", "Withholdings", "Consents", "Fees", "Specific Performance", "Duties", "Adjustments", "Interpretations", "Capitalization", "Benefits"], "gold": ["Benefits"]}
+{"input": "There is no litigation pending or, to Buyer\u2019s knowledge, threatened, against Buyer or any direct or indirect owner of Buyer or any basis for such litigation before any court or administrative agency which might result in any material adverse change in the business or financial condition of the Buyer.", "references": ["Tax Withholdings", "Cooperation", "Positions", "Authority", "Governing Laws", "Intellectual Property", "No Defaults", "General", "Amendments", "Definitions", "Construction", "Insurances", "Indemnity", "Costs", "Authorizations", "Employment", "Solvency", "Death", "Agreements", "Books", "Brokers", "Transactions With Affiliates", "Withholdings", "Integration", "Warranties", "Participations", "Powers", "Successors", "Use Of Proceeds", "Benefits", "Litigations"], "gold": ["Litigations"]}
+{"input": "The terms, provisions and documentation of any Permitted Refinancing Loans and Permitted Refinancing Commitments shall be subject to the limitations set forth in the definition of \"Permitted Credit Agreement Refinancing Indebtedness\".", "references": ["Financial Statements", "Interpretations", "Governing Laws", "Powers", "Further Assurances", "Capitalization", "Enforceability", "Consent To Jurisdiction", "Compliance With Laws", "Fees", "Expenses", "Transactions With Affiliates", "Anti-Corruption Laws", "Authority", "Tax Withholdings", "Use Of Proceeds", "Erisa", "Non-Disparagement", "Jurisdictions", "Applicable Laws", "Representations", "Counterparts", "Venues", "Solvency", "Benefits", "Survival", "Arbitration", "Publicity", "Effectiveness", "Brokers", "Terms"], "gold": ["Terms"]}
+{"input": "As compensation for his services , the Company agrees to pay the CONSULTANT a base fee of $240,000/year payable on a monthly basis ($20,000 per month), initial first payment on the 15 th day of the following month starting July 15 th , 2018. In the event the Company is unable to pay the CONSULTANT monthly, the fees shall accrue without interest. This rate may be adjusted if agreed upon by the CEO and /or Board.", "references": ["Erisa", "Non-Disparagement", "No Defaults", "Disability", "Modifications", "Transactions With Affiliates", "Enforceability", "Titles", "Venues", "Duties", "Authority", "Cooperation", "Death", "Indemnifications", "Authorizations", "Vesting", "Adjustments", "Payments", "Remedies", "Positions", "Enforcements", "Notices", "Effective Dates", "Expenses", "Base Salary", "Assignments", "Warranties", "Effectiveness", "Brokers", "Amendments", "Fees"], "gold": ["Fees"]}
+{"input": "Each Purchaser may terminate this Agreement, with respect to such Purchaser only, (i) at any time prior to the Closing Date by written notice given by such Purchaser to Company if such Purchaser shall decline to purchase the Subordinated Notes for any reason permitted by this Agreement or (ii) on the Closing Date if any condition described in Section 3.2 is not fulfilled by the Company or waived in writing by such Purchaser on or prior to the Closing Date. Any termination pursuant to this Section shall be without liability on the part of (i) Company to Purchasers or (ii) Purchasers to Company.", "references": ["Transactions With Affiliates", "Jurisdictions", "Liens", "Forfeitures", "Severability", "Sales", "Death", "Costs", "Assigns", "Definitions", "Capitalization", "Taxes", "Survival", "Integration", "Effective Dates", "No Conflicts", "Anti-Corruption Laws", "Entire Agreements", "Powers", "Specific Performance", "Defined Terms", "Insurances", "Construction", "Remedies", "Successors", "Benefits", "Consent To Jurisdiction", "Subsidiaries", "Titles", "Warranties", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights hereunder.", "references": ["General", "Amendments", "Binding Effects", "Forfeitures", "Change In Control", "Disability", "Effectiveness", "Representations", "Consents", "Death", "Modifications", "Warranties", "No Waivers", "Compliance With Laws", "Brokers", "Enforcements", "Jurisdictions", "Organizations", "Base Salary", "Waiver Of Jury Trials", "Approvals", "Interpretations", "Taxes", "Liens", "Sanctions", "Authority", "Confidentiality", "Payments", "Miscellaneous", "Terms", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(A) Seller or an ERISA Affiliate shall engage in any \u201cprohibited transaction\u201d (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code) involving any Plan that is not exempt from such Sections of ERISA and the Internal Revenue Code, (B)\u00a0any material \u201caccumulated funding deficiency\u201d (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (C)\u00a0a Reportable Event (as referenced in Section 4043(b)(3) of ERISA) shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Purchaser, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, or (E) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Purchaser is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan; and in each case in clauses (A) through (E) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect.", "references": ["Brokers", "General", "Indemnifications", "No Defaults", "Entire Agreements", "Existence", "Integration", "Waivers", "Enforceability", "Records", "Fees", "Remedies", "Titles", "Subsidiaries", "Defined Terms", "Confidentiality", "Qualifications", "Approvals", "Terms", "Use Of Proceeds", "Intellectual Property", "Submission To Jurisdiction", "Vacations", "Insurances", "Benefits", "Payments", "Headings", "Books", "Survival", "Consents", "Erisa"], "gold": ["Erisa"]}
+{"input": "The execution, delivery and performance of the Transaction Documents and the Settlement Agreement by the Company, the Exchange, the Settlement and the issuance and sale of the Securities will not (i)\u00a0conflict with or result in a breach or violation of (a)\u00a0any of the terms and provisions of, or constitute a default under the Company\u2019s Articles of Incorporation or the Company\u2019s Amended\u00a0& Restated Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR system or otherwise), or (b)\u00a0any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, except for such conflicts, breaches or violations as have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, or (ii)\u00a0conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except for such as have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.", "references": ["Approvals", "Releases", "Arbitration", "Indemnity", "Modifications", "Publicity", "No Waivers", "Indemnifications", "Tax Withholdings", "Specific Performance", "Change In Control", "Notices", "Counterparts", "Governing Laws", "Representations", "Taxes", "General", "Authorizations", "Defined Terms", "Use Of Proceeds", "Headings", "Waivers", "Warranties", "Jurisdictions", "Assigns", "Disclosures", "Existence", "Entire Agreements", "Sales", "Duties", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan made to the Borrower or from fees payable to terminate the deposits from which such funds were obtained, but excluding loss of profit) which may arise or be attributable to each Lender\u2019s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Term Loan to the Borrower (a)\u00a0as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b)\u00a0due to any failure of the Borrower to borrow, continue or convert into a LIBOR Rate Loan on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c)\u00a0due to any payment, prepayment or conversion of any LIBOR Rate Loan made to the Borrower on a date other than the last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender\u2019s sole discretion, based upon the assumption that such Lender funded its Term Loan Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for demonstrable error.", "references": ["Compliance With Laws", "Effective Dates", "Titles", "Employment", "Agreements", "Assignments", "Financial Statements", "Entire Agreements", "Headings", "Disability", "Enforcements", "Indemnifications", "Applicable Laws", "Governing Laws", "Adjustments", "No Defaults", "Warranties", "Defined Terms", "Intellectual Property", "Solvency", "Anti-Corruption Laws", "No Conflicts", "Definitions", "Death", "Organizations", "Payments", "Cooperation", "Expenses", "Duties", "General", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED, AND DELIVERED AT, AND SHALL BE DEEMED TO HAVE BEEN MADE IN, MISSOURI. THIS AGREEMENT SHALL BE GOVERNED BY, ENFORCED UNDER, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI. AS PART OF THE CONSIDERATION FOR THIS AGREEMENT, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF EMPLOYEE, EMPLOYEE HEREBY CONSENTS AND AGREES THAT THE COURTS OF MISSOURI SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY JUDICIAL DISPUTES BETWEEN THE PARTIES OR OTHER MATTERS EXPRESSLY PERMITTED BY THIS AGREEMENT TO BE LITIGATED IN A COURT. EMPLOYEE EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT AND HEREBY WAIVES ANY OBJECTION WHICH EMPLOYEE MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, OR FORUM NON CONVENIENS.", "references": ["Taxes", "Authorizations", "Interests", "Base Salary", "Duties", "Consent To Jurisdiction", "Solvency", "Waivers", "Counterparts", "Remedies", "Integration", "Titles", "Confidentiality", "Death", "Anti-Corruption Laws", "Books", "Withholdings", "Costs", "Terminations", "Defined Terms", "Publicity", "Intellectual Property", "Forfeitures", "Amendments", "Effectiveness", "Liens", "Notices", "Assigns", "Expenses", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.\u00a0\u00a0In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.", "references": ["Erisa", "Consents", "Non-Disparagement", "Subsidiaries", "Successors", "Compliance With Laws", "Payments", "Authorizations", "Tax Withholdings", "Jurisdictions", "Notices", "Expenses", "Publicity", "Consent To Jurisdiction", "Sales", "Records", "Transactions With Affiliates", "Liens", "Submission To Jurisdiction", "Integration", "Duties", "Authority", "Venues", "Interests", "Qualifications", "Arbitration", "Anti-Corruption Laws", "Counterparts", "Enforcements", "Intellectual Property", "Severability"], "gold": ["Severability"]}
+{"input": "Upon the consummation of the Corporate Reorganization, the Existing Nominating Agreement shall be deemed to be amended and restated in its entirety and this Agreement shall be deemed to be effective. However, to the extent the Corporate Reorganization is not consummated, the Existing Nominating Agreement shall remain in full force and effect and the provisions of this Agreement shall be without any force or effect.", "references": ["Assignments", "Benefits", "Indemnifications", "Applicable Laws", "Headings", "Definitions", "Survival", "Enforcements", "Interpretations", "Payments", "Interests", "Base Salary", "Fees", "Modifications", "Compliance With Laws", "Change In Control", "Records", "Withholdings", "Taxes", "Notices", "Indemnity", "Litigations", "Intellectual Property", "Cooperation", "No Waivers", "Terms", "Representations", "Specific Performance", "Submission To Jurisdiction", "Warranties", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Each of the Buyer, the Servicer and the Originator hereby agrees to do, at Originator\u2019s expense, all such things and execute all such documents and instruments as MUFG may reasonably consider necessary or desirable to give full effect to the transactions contemplated by this Amendment and the documents, instruments and agreements executed in connection herewith.", "references": ["Records", "Brokers", "Intellectual Property", "Participations", "Qualifications", "Anti-Corruption Laws", "Erisa", "Effective Dates", "Vesting", "Jurisdictions", "Assigns", "Closings", "Enforceability", "Interpretations", "Use Of Proceeds", "Titles", "Terms", "Books", "Benefits", "Interests", "General", "Notices", "Effectiveness", "Venues", "Adjustments", "Tax Withholdings", "Transactions With Affiliates", "Warranties", "Definitions", "No Waivers", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each Holder and other Secured Party hereby irrevocably authorizes the Agent, on behalf of and for the benefit of the Holders and the other Secured Parties, to be the agent for and representative of the Holders and the other Secured Parties with respect to the Security Instruments and to enter into such other agreements with respect to the Collateral (including intercreditor agreements) as it may deem necessary with the consent of the Requisite Holders. The Agent is expressly authorized to execute any documents or instruments or take other actions necessary to (i)\u00a0release any Lien (x)\u00a0encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or (y)\u00a0with respect to which release the Requisite Holders (or the Holders as may be required to give such consent under Section \u00a012.02 ) have consented to, or (ii)\u00a0release any Guarantor from the guarantee pursuant to the Guaranty Agreement with respect to (x)\u00a0any Person that no longer constitutes a Subsidiary as a result of a transaction permitted hereby or (y)\u00a0which release the Requisite Holders (or such other Holders as may be required to give such consent under Section \u00a012.02 ) have consented to.", "references": ["Payments", "No Conflicts", "Litigations", "Successors", "Consents", "Transactions With Affiliates", "Cooperation", "Insurances", "Enforcements", "Indemnity", "Records", "Base Salary", "Waivers", "No Defaults", "Adjustments", "Specific Performance", "Binding Effects", "Terminations", "Interpretations", "Subsidiaries", "Confidentiality", "Terms", "Financial Statements", "Disclosures", "Employment", "Vesting", "Non-Disparagement", "Survival", "Tax Withholdings", "Titles", "Releases"], "gold": ["Releases"]}
+{"input": "In addition to any other assignment or participation permitted pursuant to this Section \u00a09.6 , any Lender or Issuing Bank may assign, pledge and/or grant a security interest in all or any portion of its Loans, the other Obligations owed by or to such Lender or Issuing Bank, and its Notes, if any, to secure obligations of such Lender, including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank or other central bank; provided that no Lender or Issuing Bank, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a \u201cLender\u201d or \u201cIssuing Bank\u201d or be entitled to require the assigning Lender to take or omit to take any action hereunder.", "references": ["Assigns", "Base Salary", "Financial Statements", "Warranties", "Books", "Defined Terms", "Records", "Cooperation", "Effective Dates", "Anti-Corruption Laws", "Governing Laws", "Consent To Jurisdiction", "Taxes", "Venues", "Insurances", "Consents", "Non-Disparagement", "Payments", "Existence", "Adjustments", "Interpretations", "Forfeitures", "Sales", "Terminations", "Assignments", "Notices", "Use Of Proceeds", "Disability", "Indemnifications", "Vacations", "Participations"], "gold": ["Participations"]}
+{"input": "Executive\u2019s employment under this Agreement will terminate upon his death.", "references": ["Employment", "Forfeitures", "Capitalization", "Solvency", "Assignments", "Modifications", "Organizations", "Fees", "Interpretations", "Binding Effects", "Applicable Laws", "Benefits", "Waiver Of Jury Trials", "Non-Disparagement", "Jurisdictions", "Closings", "Successors", "Powers", "Disability", "Assigns", "Subsidiaries", "Duties", "Authorizations", "Change In Control", "Definitions", "Headings", "Consent To Jurisdiction", "Construction", "Payments", "Waivers", "Death"], "gold": ["Death"]}
+{"input": "The Subordinated Debt and any and all Subordinated Debt Documents shall be and hereby are subordinated and the payment thereof is deferred until the full and final payment in cash of the Senior Debt, whether now or hereafter incurred or owed by the Borrowers. Notwithstanding the immediately preceding sentence, the Borrowers shall be permitted to pay, and the Subordinating Lender shall be permitted to receive, any regularly scheduled payment of interest or principal on the Subordinated Debt so long as at the time of such payment, or after giving effect thereto, no Default or Event of Default has occurred and is continuing under the Credit Agreement or would occur after giving effect thereto.", "references": ["Litigations", "Approvals", "Disclosures", "Counterparts", "Terminations", "Consents", "Assignments", "Participations", "Compliance With Laws", "Submission To Jurisdiction", "Brokers", "Solvency", "Waiver Of Jury Trials", "Enforceability", "Costs", "Enforcements", "Books", "Duties", "Erisa", "Cooperation", "Representations", "Payments", "Vesting", "Binding Effects", "Jurisdictions", "Venues", "Insurances", "Agreements", "Records", "No Defaults", "General"], "gold": ["General"]}
+{"input": "The execution, delivery and performance by it of this Agreement, the other Transaction Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder: (i) are within its limited liability company, corporate or partnership powers, as applicable, (ii) have been duly authorized by it by all necessary action, (iii) do not contravene (A) its organizational documents, (B) any contractual obligation or restriction binding on or affecting it or its property or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, except, in each case of (A), (B) or (C), where such contravention would not reasonably be expected to have a Material Adverse Effect and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. This Agreement and each of the other Transaction Documents to which it is a party have been duly executed and delivered by it.", "references": ["Positions", "Transactions With Affiliates", "Modifications", "Disclosures", "Effectiveness", "Withholdings", "Indemnity", "Consent To Jurisdiction", "Existence", "Forfeitures", "Payments", "Books", "Litigations", "Defined Terms", "Waivers", "Enforceability", "Submission To Jurisdiction", "Vacations", "Tax Withholdings", "Venues", "Closings", "Effective Dates", "Specific Performance", "Counterparts", "No Conflicts", "Agreements", "Participations", "Non-Disparagement", "Assignments", "Death", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Compensation Committee of the Board of Directors of the Company has the right in its sole discretion to amend this Plan in whole or in part at any time and in any manner; provided, however, that no such amendment shall reduce the amount credited to the Account of any Participant as of the date such amendment is adopted. Any amendment shall be in writing and adopted by the Committee or an officer of the Company who is authorized by the Committee for this purpose. All Participants shall be bound by such amendment.", "references": ["Erisa", "Effectiveness", "Books", "Participations", "Duties", "Further Assurances", "Vacations", "Costs", "Releases", "Consent To Jurisdiction", "Assignments", "Jurisdictions", "Brokers", "Waiver Of Jury Trials", "Definitions", "Confidentiality", "Payments", "Effective Dates", "Benefits", "No Waivers", "Governing Laws", "Construction", "Modifications", "Expenses", "Interpretations", "Integration", "Records", "Adjustments", "Organizations", "Survival", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five (5) days after deposit in the U.S. mail and one day after deposit for overnight delivery with a reputable overnight courier service.", "references": ["Expenses", "Qualifications", "Base Salary", "Headings", "Subsidiaries", "Payments", "Authorizations", "Applicable Laws", "Liens", "Organizations", "Entire Agreements", "Warranties", "Survival", "Use Of Proceeds", "Taxes", "Remedies", "Titles", "Intellectual Property", "Insurances", "Arbitration", "Indemnity", "Interests", "Jurisdictions", "No Waivers", "Duties", "Terminations", "Agreements", "Interpretations", "Closings", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "Agent shall not have any duties except those expressly set forth in the Credit Documents, nor be required to initiate or conduct any Enforcement Action except to the extent directed to do so by Required Lenders while an Event of Default exists. The conferral upon Agent of any right shall not imply a duty on Agent's part to exercise such right, unless instructed to do so by Lenders in accordance with this Agreement.", "references": ["Agreements", "Successors", "Cooperation", "Employment", "Waivers", "Enforceability", "Subsidiaries", "Approvals", "Indemnity", "Notices", "Binding Effects", "Governing Laws", "Existence", "Entire Agreements", "Brokers", "Transactions With Affiliates", "Submission To Jurisdiction", "Terminations", "Disability", "Assigns", "Indemnifications", "Use Of Proceeds", "Financial Statements", "Intellectual Property", "No Defaults", "Litigations", "Effective Dates", "No Waivers", "Consents", "Enforcements", "Duties"], "gold": ["Duties"]}
+{"input": "As described in Section 16.3 of the Plan, the Company shall have the right to deduct or withhold, or to require the Optionee to remit to the Company, the minimum amount necessary to satisfy any federal, state or local taxes (including the Optionee\u2019s FICA obligation) as are required by law to be withheld with respect to the Options granted pursuant this Agreement.", "references": ["Forfeitures", "Compliance With Laws", "Authorizations", "General", "Counterparts", "Non-Disparagement", "Employment", "Venues", "Records", "Sanctions", "Death", "Powers", "Miscellaneous", "Construction", "Financial Statements", "Consents", "Titles", "Indemnity", "Closings", "Assignments", "Applicable Laws", "Effective Dates", "Adjustments", "Waivers", "Representations", "Insurances", "Litigations", "Publicity", "Payments", "Governing Laws", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "To the knowledge of Borrower, no event has occurred and is continuing, and no condition exists, which constitutes (or would, with the provision of notice or the passage of time, or both, constitute) an Event of Default. Borrower has no right to rescind, cancel or terminate this Agreement or any other Loan Document.", "references": ["Financial Statements", "Duties", "Binding Effects", "Indemnity", "Notices", "Approvals", "Books", "Jurisdictions", "Forfeitures", "Applicable Laws", "Warranties", "Survival", "Indemnifications", "Non-Disparagement", "Qualifications", "Brokers", "Transactions With Affiliates", "Assignments", "Existence", "Submission To Jurisdiction", "Enforceability", "Change In Control", "Further Assurances", "Representations", "Compliance With Laws", "Anti-Corruption Laws", "Taxes", "Costs", "Adjustments", "Enforcements", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Executive declares that the foregoing limitations in Sections 8(a)\u00a0through 8(e)\u00a0above are reasonable and necessary for the adequate protection of the business and the goodwill of the Employer.\u00a0 If any restriction contained in this Section\u00a08 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, scope, or other provisions hereof to make the restriction consistent with applicable law, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.\u00a0 In the event that Executive breaches any of the promises contained in this Section\u00a08, Executive acknowledges that the Employer\u2019s remedy at law for damages will be inadequate and that the Employer\u00a0 may be entitled to specific performance, a temporary restraining order or preliminary injunction to prevent Executive\u2019s prospective or continuing breach and to maintain the status quo.\u00a0 The existence of this right to injunctive relief, or other equitable relief, or the Employer\u2019s exercise of any of these rights, shall not limit any other rights or remedies the Employer may have in law or in equity, including, without limitation, the right to arbitration contained in Section\u00a09 hereof and the right to compensatory and monetary damages.\u00a0 Executive and the Employer hereby agree to waive his and its right to a jury trial with respect to any action commenced to enforce the terms of this Agreement.\u00a0 Executive shall have remedies comparable to those of the Employer as set forth above in this Section\u00a08(f)\u00a0if the Employer breaches Section\u00a08(e).", "references": ["Agreements", "General", "Taxes", "Intellectual Property", "Existence", "Waiver Of Jury Trials", "Enforceability", "No Conflicts", "Approvals", "Assignments", "Applicable Laws", "Representations", "Interpretations", "Assigns", "Arbitration", "Survival", "Interests", "Books", "Indemnity", "Warranties", "Specific Performance", "Vesting", "Waivers", "Disability", "Indemnifications", "Construction", "Releases", "Fees", "Non-Disparagement", "Successors", "Remedies"], "gold": ["Remedies"]}
+{"input": "Payments in settlement of Cash-Settled RSUs under Section 2 above are subject to the Company\u2019s collection of all applicable federal, state, local and foreign tax withholding obligations of the Company. Unless alternative arrangements are elected by you and permitted by the Committee, in order to satisfy obligations for the payment of withholding taxes and other tax obligations related to the Cash-Settled RSUs, the Company shall withhold from any amounts payable to you in settlement of Cash-Settled RSUs hereunder or from any cash or stock remuneration or other payment then or thereafter payable to you any tax required to be withheld by reason of such taxable income, wages or compensation, including shares of Common Stock sufficient to satisfy the withholding obligation.", "references": ["Transactions With Affiliates", "No Defaults", "Employment", "Authority", "Positions", "Benefits", "Financial Statements", "Organizations", "Terminations", "Interests", "Change In Control", "Disability", "Payments", "Forfeitures", "Sanctions", "Brokers", "Survival", "Participations", "Duties", "Specific Performance", "Definitions", "Fees", "Sales", "Capitalization", "Consents", "Successors", "Effective Dates", "Counterparts", "Use Of Proceeds", "Vacations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Guarantor shall comply with all existing and future laws, regulations, orders and requirements of, and all agreements with and commitments to, all Governmental Authorities having jurisdiction over Guarantor or Guarantor\u2019s business.\u00a0 Notwithstanding any contrary provision in this Section, Guarantor shall have a right to contest all existing and future Requirements of Law before complying therewith.\u00a0 Borrower shall, and shall cause its subsidiaries to, as applicable, comply with all existing and future laws (including Environmental Laws), regulations, orders, building restrictions and requirements of, and all agreements with and commitments to, all Governmental Authorities having jurisdiction over Borrower or Borrower\u2019s business or such subsidiary or such subsidiary\u2019s business, as applicable, including those pertaining to the construction, sale, leasing or financing of any Unencumbered Property or the environmental condition of any Unencumbered Property, and with all recorded covenants and restrictions affecting any Unencumbered Property (all collectively, the \u201c Requirements \u201d).\u00a0 Notwithstanding any contrary provision in this Section, (i) Borrower and each applicable subsidiary of Borrower shall have a right to contest all existing and future Requirements of Law (other than those relating to Environmental Laws) before complying therewith, and (ii) Borrower and each such subsidiary shall have a right to contest all existing and future Requirements relating to Environmental Laws for one year, before complying therewith, provide that no Unencumbered Property is in danger of being lost or forfeited.", "references": ["Assignments", "Successors", "Adjustments", "Organizations", "Capitalization", "Non-Disparagement", "Defined Terms", "Confidentiality", "Interests", "Headings", "No Defaults", "Remedies", "Litigations", "Existence", "Closings", "Tax Withholdings", "Modifications", "Subsidiaries", "Participations", "Liens", "Indemnity", "Waivers", "Arbitration", "Warranties", "No Waivers", "Authorizations", "Powers", "Anti-Corruption Laws", "Books", "Disclosures", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The operations of each of Seller, Sponsor and Guarantor are, and have been, conducted at all times in compliance with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. No litigation, regulatory or administrative proceedings of or before any court, tribunal or agency with respect to any Anti-Money Laundering Laws or Anti-Corruption Laws have been started or (to the best of its knowledge and belief) threatened against each of Seller and Guarantor or to the knowledge of Seller, Sponsor, or Guarantor, any Affiliates of Seller, Sponsor, or Guarantor.", "references": ["Governing Laws", "Vacations", "Definitions", "Waiver Of Jury Trials", "Solvency", "Consents", "Successors", "Insurances", "Consent To Jurisdiction", "Records", "Applicable Laws", "Enforcements", "Warranties", "Liens", "Books", "Miscellaneous", "Survival", "Binding Effects", "Construction", "Notices", "Modifications", "Effectiveness", "Further Assurances", "Assigns", "Employment", "Existence", "Participations", "Amendments", "No Conflicts", "Agreements", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Seller shall protect, indemnify, defend and hold harmless Buyer from and against any and all liens, claims, losses, liabilities, damages, legal fees and costs asserted against Buyer by an Agency or an unrelated third party that arise out of or are attributable to the use, generation, manufacture, treatment, handling, refining, production, processing, storage, discharge, disposal, release or presence prior to the Closing Date of Hazardous Materials within the CPR Carve-Outs, the A&B Exclusive Easements or the groundwater sources located on such land, or the existence of Hazardous Materials prior to or as of the Closing Date or an alleged or actual violation of Hazardous Materials Laws arising from any condition existing prior to or as of the Closing Date, including, without limitation, from and against any and all liens, claims, losses, liabilities, damages, legal fees and costs asserted against or incurred by Buyer that arise out of or are attributable to any Agency requiring the cleanup or remediation of such CPR Carve-Outs or A&B Exclusive Easements. This section will survive the Closing and will not be subject to the Liability Limitation.", "references": ["Disability", "Qualifications", "Insurances", "Waiver Of Jury Trials", "Powers", "Vacations", "General", "Sanctions", "Counterparts", "Publicity", "Death", "Organizations", "Anti-Corruption Laws", "Interests", "Entire Agreements", "Releases", "Modifications", "Capitalization", "Interpretations", "No Waivers", "Financial Statements", "Construction", "Miscellaneous", "Titles", "No Conflicts", "Sales", "Amendments", "Compliance With Laws", "Waivers", "Non-Disparagement", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The effective date of this MBT Financial Corp. 2018 Stock Incentive Plan is the date on which the shareholders of the Company approve it at a duly held shareholders\u2019 meeting.", "references": ["Capitalization", "Miscellaneous", "Integration", "Interests", "Entire Agreements", "Financial Statements", "Disclosures", "Severability", "Benefits", "Litigations", "Enforcements", "Use Of Proceeds", "Defined Terms", "Waiver Of Jury Trials", "Titles", "Definitions", "Interpretations", "Payments", "Approvals", "Governing Laws", "Fees", "Qualifications", "Closings", "Change In Control", "Liens", "Disability", "Modifications", "Participations", "Cooperation", "Amendments", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "To the maximum extent permitted by Law, each Party irrevocably and unconditionally waives any right to trial by jury in any forum in respect of any Transaction Dispute and covenants that neither it nor any of its Affiliates or Representatives will assert (whether as plaintiff, defendant or otherwise) any right to such trial by jury.\u00a0\u00a0Each Party certifies and acknowledges that (a)\u00a0such Party has considered the implications of this waiver, (b)\u00a0such Party makes this waiver voluntarily and (c)\u00a0such waiver constitutes a material inducement upon which the other Party is relying and will rely in entering into the Transaction Documents.\u00a0\u00a0Each Party may file an original counterpart or a copy of this Section\u00a09.13 with any court as written evidence of the consent of each Party to the waiver of its right to trial by jury.", "references": ["Anti-Corruption Laws", "Compliance With Laws", "Assigns", "Payments", "Litigations", "Applicable Laws", "Qualifications", "Expenses", "No Waivers", "Binding Effects", "Representations", "Withholdings", "Further Assurances", "Warranties", "Powers", "Existence", "Successors", "Disability", "Vesting", "Indemnity", "Insurances", "Employment", "Sanctions", "Severability", "Definitions", "Venues", "Construction", "Cooperation", "Effective Dates", "Entire Agreements", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement sets forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes and cancels all previous and contemporaneous agreements among all or some of the parties hereto, whether written, oral or otherwise. Unless otherwise provided herein, any consent, approval, decision or action of the Company or TopCo Parent, as the case may be, may be given, withheld, taken or omitted by the Company or TopCo Parent, as the case may be, in its sole discretion.", "references": ["Applicable Laws", "Disability", "Taxes", "Counterparts", "Construction", "No Defaults", "Books", "Approvals", "Positions", "Binding Effects", "Financial Statements", "Records", "Severability", "Publicity", "Miscellaneous", "General", "Consent To Jurisdiction", "Qualifications", "Warranties", "Enforceability", "Disclosures", "Authorizations", "Organizations", "Waiver Of Jury Trials", "Employment", "Effective Dates", "Payments", "Agreements", "Arbitration", "Confidentiality", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Provisions of this Agreement will survive any termination of Executive\u2019s employment if so provided or if necessary or desirable to fully accomplish the purposes of the other surviving provisions, including without limitation Sections 5 , 7 and 9 .", "references": ["Notices", "Headings", "Sanctions", "Erisa", "Assignments", "Cooperation", "Governing Laws", "Remedies", "No Conflicts", "Enforceability", "Use Of Proceeds", "Binding Effects", "Specific Performance", "Amendments", "Publicity", "Indemnity", "Financial Statements", "Agreements", "Change In Control", "Disclosures", "Compliance With Laws", "Vesting", "Arbitration", "Costs", "Existence", "Authorizations", "Entire Agreements", "Confidentiality", "Severability", "Waiver Of Jury Trials", "Survival"], "gold": ["Survival"]}
+{"input": "All of the authorized capital stock of the Parent, and the shares (referred to herein as the \" Shares \") of the Parent that are issued and outstanding have been validly issued and are fully paid and nonassessable. There are no options, warrants or other rights outstanding to purchase any such Shares to be issued after the Closing Date except as indicated on Schedule 6.1.2 .", "references": ["Adjustments", "Employment", "Cooperation", "Organizations", "Amendments", "Brokers", "Terms", "Construction", "Successors", "Vesting", "Authorizations", "Sanctions", "Death", "Compliance With Laws", "Notices", "Terminations", "Waivers", "Governing Laws", "Consents", "Participations", "Definitions", "Existence", "Consent To Jurisdiction", "Warranties", "Applicable Laws", "Entire Agreements", "Publicity", "Submission To Jurisdiction", "No Waivers", "No Conflicts", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) is intended by the parties hereto to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation, that certain Employment Agreement, by and between the Executive and the Company, dated as of January 1, 2013, as amended from time to time). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative or other legal proceeding to vary the terms of this Agreement.", "references": ["Closings", "Successors", "Enforcements", "Powers", "Headings", "Books", "Construction", "Waiver Of Jury Trials", "Positions", "Costs", "Sales", "Vacations", "Capitalization", "Severability", "Employment", "Records", "Brokers", "Payments", "Approvals", "Change In Control", "No Defaults", "Assigns", "Anti-Corruption Laws", "Forfeitures", "Further Assurances", "Terms", "Cooperation", "Applicable Laws", "Definitions", "Existence", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "As of the Closing A&R Credit Agreement Third Amendment Effective Date , no Loan Party has any Subsidiaries other than those specifically disclosed in Part\u00a0(a)\u00a0of Schedule 5.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and to the extent constituting shares in a corporation, if any, are non-assessable and are owned by a Loan Party in the amounts specified on Part\u00a0(a)\u00a0of Schedule\u00a05.13 , in the case of Pledged Equity, free and clear of all Liens except Permitted Prior Liens.\u00a0 As of the Closing A&R Credit Agreement Third Amendment Effective Date , no Loan Party has any equity investments in any other Person other than those specifically disclosed in Part\u00a0(b)\u00a0of Schedule 5.13 .\u00a0 All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and are owned by Holdings in the amounts specified on Part\u00a0(c)\u00a0of Schedule\u00a05.13 free and clear of all Liens (other than Liens set forth in Sections 7.01(a)\u00a0and (c)) except those created under the Collateral Documents.\u00a0 Set forth on Part\u00a0(d)\u00a0of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing A&R Credit Agreement Third Amendment Effective Date its jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number. \u00a0\u00a0 Set forth on Part\u00a0(e)\u00a0of Schedule 5.13 is a complete and accurate list of each Project Company as of the A&R Credit Agreement Third Amendment Effective Date.\u00a0 Set forth on Part\u00a0(f)\u00a0of Schedule 5.13 is a complete and accurate list of each Company Group Party that is not a Loan Party as of the A&R Credit Agreement Third Amendment Effective Date.", "references": ["Brokers", "Construction", "Organizations", "Binding Effects", "Consents", "Publicity", "Consent To Jurisdiction", "Liens", "Amendments", "Sanctions", "Enforceability", "Authority", "Sales", "Change In Control", "Payments", "Vacations", "Capitalization", "Disclosures", "Anti-Corruption Laws", "Effectiveness", "Specific Performance", "Costs", "Assigns", "Enforcements", "Survival", "Cooperation", "Further Assurances", "Applicable Laws", "Releases", "Notices", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "(a) If and at any time after a Default occurs, Bank\u2019s obligation to make Advances hereunder shall, at Bank\u2019s sole option, be suspended; provided, however, if Borrower cures such event or condition to Bank\u2019s satisfaction prior to its becoming an Event of Default, such obligation shall be reinstated. Upon the occurrence of an Event of Default, Bank\u2019s obligation to make Advances hereunder shall, at Bank\u2019s option, terminate.", "references": ["Binding Effects", "Governing Laws", "Subsidiaries", "Change In Control", "Sanctions", "Positions", "Powers", "Consent To Jurisdiction", "Non-Disparagement", "Waiver Of Jury Trials", "Headings", "Compliance With Laws", "Brokers", "No Defaults", "Modifications", "Entire Agreements", "Assignments", "Integration", "Agreements", "Interests", "No Conflicts", "Tax Withholdings", "Participations", "Enforceability", "Base Salary", "Construction", "Definitions", "Successors", "Terminations", "Approvals", "Remedies"], "gold": ["Remedies"]}
+{"input": "A \u201cChange in Control\u201d shall be deemed to have occurred upon the occurrence of any one of the following events: (a)\u00a0the sale or exclusive out-license (even as to the Company) of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (b)\u00a0a merger, reorganization or consolidation pursuant to which the holders of the Company\u2019s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power or fair market value of the stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (c)\u00a0the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert, or (d)\u00a0any other transaction in which the owners of the Company\u2019s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. Notwithstanding any other provision of this Agreement, \u201cChange in Control\u201d shall be interpreted, administered and applied in a manner consistent and in compliance with a \u201cchange in control event\u201d as set forth in Treasury Regulation Section\u00a01.409A-3(i)(5) (\u201cChange in Control Event\u201d).", "references": ["Participations", "Compliance With Laws", "Venues", "Disclosures", "Applicable Laws", "Anti-Corruption Laws", "Taxes", "Definitions", "Remedies", "Assigns", "Erisa", "Warranties", "Intellectual Property", "Authorizations", "General", "No Defaults", "Approvals", "Base Salary", "Representations", "Qualifications", "Costs", "Titles", "Organizations", "Further Assurances", "Indemnifications", "Use Of Proceeds", "Interests", "Entire Agreements", "Terms", "Transactions With Affiliates", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Seller and Servicer hereby represent to Buyer and Agent that as of the date hereof, Seller Parties and Servicer are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.", "references": ["Enforceability", "Headings", "Defined Terms", "Warranties", "General", "Governing Laws", "Survival", "Liens", "No Defaults", "Authority", "Fees", "Disclosures", "Specific Performance", "Records", "No Conflicts", "Enforcements", "Terms", "Counterparts", "Disability", "Interests", "Effective Dates", "Intellectual Property", "Definitions", "Participations", "Construction", "Agreements", "Brokers", "Vesting", "Confidentiality", "Subsidiaries", "Representations"], "gold": ["Representations"]}
+{"input": "No Event of Default exists or would result from the incurrence by the Borrower or any Subsidiary of any Indebtedness hereunder or under any other Loan Document.", "references": ["Powers", "Specific Performance", "Miscellaneous", "Payments", "Participations", "Organizations", "Fees", "Amendments", "Notices", "Construction", "Disability", "Benefits", "Costs", "Releases", "Binding Effects", "Consent To Jurisdiction", "Compliance With Laws", "Forfeitures", "Positions", "Terms", "Definitions", "Disclosures", "Liens", "Submission To Jurisdiction", "Non-Disparagement", "Taxes", "Base Salary", "Adjustments", "Headings", "Interests", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "No broker, finder or investment banker is entitled to any brokerage, finder\u2019s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any the Company Entities.", "references": ["Binding Effects", "Solvency", "Interpretations", "Compliance With Laws", "Confidentiality", "Further Assurances", "No Defaults", "Consents", "Disability", "Liens", "Modifications", "Books", "Waivers", "Forfeitures", "Cooperation", "Assignments", "Records", "Enforcements", "Organizations", "Fees", "Governing Laws", "Definitions", "Effectiveness", "Existence", "Amendments", "Representations", "Severability", "Payments", "Terms", "Arbitration", "Brokers"], "gold": ["Brokers"]}
+{"input": "The headings and captions used in this First Amendment are for convenience only and will not be used to construe the meaning or intent of the terms of this First Amendment, the Supply and Offtake Agreement, or the other Transaction Documents.", "references": ["Non-Disparagement", "Enforceability", "Interpretations", "Vesting", "No Defaults", "Existence", "Jurisdictions", "Governing Laws", "Defined Terms", "Publicity", "Qualifications", "Assignments", "Disability", "Sanctions", "Indemnity", "Withholdings", "Approvals", "Intellectual Property", "Cooperation", "Venues", "Subsidiaries", "Severability", "Confidentiality", "Transactions With Affiliates", "Records", "Tax Withholdings", "Vacations", "Disclosures", "Change In Control", "Compliance With Laws", "Headings"], "gold": ["Headings"]}
+{"input": "All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding or unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or been terminated.", "references": ["Liens", "Benefits", "Costs", "Qualifications", "No Defaults", "Solvency", "Further Assurances", "Litigations", "Interpretations", "Disclosures", "General", "Releases", "Records", "Applicable Laws", "Notices", "Headings", "Construction", "No Conflicts", "Vacations", "Disability", "Financial Statements", "Binding Effects", "Enforceability", "Non-Disparagement", "Duties", "Withholdings", "Indemnifications", "Capitalization", "Confidentiality", "Severability", "Survival"], "gold": ["Survival"]}
+{"input": "As Chief Executive Officer, you will have such duties, authority and responsibilities commensurate with those customarily associated with that position, including such duties and responsibilities of at least equivalent level as reasonably assigned by the Board. During the period that you serve as the Company\u2019s Chief Executive Officer, the Company will nominate you to serve as a member of the Board, and you will be appointed to the Board on the Hire Date. You will devote substantially all of your business time, attention and skill to such duties, use your best efforts to promote the success of the business of the Company, and perform your duties in compliance with the Company\u2019s personnel policies, code of conduct, and applicable law. For the duration of your term of employment with the Company, you agree not to (a)\u00a0actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration or (b) render commercial or professional services of any nature to any person or organization, whether or not for compensation, in each case, without the prior written approval of the Board. The Company hereby consents that, during your employment with the Company, you may continue to serve on the Advisory Board and other committees of Vilynx.", "references": ["Interpretations", "Further Assurances", "Adjustments", "Construction", "Entire Agreements", "Waiver Of Jury Trials", "Costs", "Agreements", "Organizations", "Defined Terms", "Books", "Records", "Integration", "Definitions", "Vesting", "Vacations", "Financial Statements", "Base Salary", "Applicable Laws", "Arbitration", "Terms", "Intellectual Property", "Publicity", "Expenses", "Indemnifications", "Venues", "Miscellaneous", "Governing Laws", "Closings", "Authority", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter.", "references": ["Representations", "Integration", "Confidentiality", "Enforcements", "Qualifications", "Closings", "Death", "Terminations", "Sales", "Withholdings", "Assignments", "Brokers", "Approvals", "Subsidiaries", "Interests", "Definitions", "Financial Statements", "Liens", "No Defaults", "Use Of Proceeds", "Transactions With Affiliates", "Taxes", "Assigns", "Disclosures", "Construction", "Amendments", "Effectiveness", "Notices", "Miscellaneous", "Organizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the Parties at their addresses specified in the preamble to this Agreement or to such other addresses of which a Party shall have notified the others in accordance with the provisions of this Section 7.7 , and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the Party to be notified, (b), if sent by electronic mail or facsimile (with electronic confirmation of receipt) on the recipient\u2019s next business day, (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.", "references": ["Indemnifications", "Submission To Jurisdiction", "Financial Statements", "Authorizations", "Terms", "Severability", "Insurances", "Waiver Of Jury Trials", "Applicable Laws", "Consent To Jurisdiction", "Survival", "Approvals", "Interpretations", "Transactions With Affiliates", "Closings", "Brokers", "Fees", "Venues", "Assignments", "Representations", "Agreements", "Disability", "Arbitration", "Modifications", "Records", "Litigations", "Jurisdictions", "Anti-Corruption Laws", "Books", "Erisa", "Notices"], "gold": ["Notices"]}
+{"input": "Each party\u2019s obligations under this Section\u00a02.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or Issuing Banks, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Sanctions", "Effectiveness", "Successors", "Base Salary", "Terminations", "Costs", "Jurisdictions", "Books", "Consents", "Terms", "Liens", "Use Of Proceeds", "Confidentiality", "No Conflicts", "Publicity", "Litigations", "Arbitration", "Subsidiaries", "Assigns", "Definitions", "Waiver Of Jury Trials", "Change In Control", "Qualifications", "Authority", "Assignments", "Defined Terms", "Interpretations", "Miscellaneous", "Taxes", "Benefits", "Survival"], "gold": ["Survival"]}
+{"input": "Notwithstanding anything herein to the contrary, if, in order for Tenant to receive a building permit for Tenant Improvements (as defined in Exhibit B ) or a certificate of occupancy or completion for the Tenant Improvements, any portion of the existing building systems located outside of and serving any portion of the Building 8 Expansion Premises or any portion of the existing common areas containing any portion of the Building 8 Expansion Premises are required by applicable governmental authority, to be made compliant with the currently applicable building code or fire code or applicable requirements of the Americans with Disabilities Act (\u201cADA\u201d), then Landlord agrees that it is Landlord\u2019s responsibility, at its cost, to perform the necessary work to make said portion of the existing building systems and/or existing common areas compliant; however, Tenant acknowledges and agrees that Landlord is only responsible for the building systems up to the point of common connection where the applicable portion of the Building 8 Expansion Premises are located.", "references": ["Existence", "No Defaults", "Titles", "Effective Dates", "Survival", "Sales", "Waiver Of Jury Trials", "Releases", "Use Of Proceeds", "Confidentiality", "Terms", "Base Salary", "Intellectual Property", "Interpretations", "Benefits", "Positions", "Powers", "Further Assurances", "Insurances", "Cooperation", "Disability", "Indemnifications", "Arbitration", "Sanctions", "Capitalization", "Participations", "Solvency", "Financial Statements", "Approvals", "Vacations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the \u201c Increase Effective Date \u201d) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.", "references": ["Erisa", "Agreements", "Submission To Jurisdiction", "Capitalization", "Records", "Non-Disparagement", "Waiver Of Jury Trials", "Expenses", "Benefits", "Costs", "Vesting", "Intellectual Property", "Death", "Anti-Corruption Laws", "Subsidiaries", "Terms", "Vacations", "Employment", "Authorizations", "Approvals", "Disability", "Venues", "Transactions With Affiliates", "Construction", "Adjustments", "Use Of Proceeds", "Releases", "Consent To Jurisdiction", "Waivers", "Duties", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Other than transactions consistent with past practices in the ordinary course of business, or otherwise permitted hereunder not, and not permit any Subsidiary to (a) pay any management fees to, (b) redeem any securities of, or (c) enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any Affiliate which is on terms which are less favorable than are obtainable from any Person which is not an Affiliate of the Borrower; provided , the foregoing shall not prohibit: (x) any Subsidiary paying management fee to the Borrower for services rendered and (y) intercompany transfer pricing between the Borrower and its Subsidiaries in the ordinary course of business consistent with past practices.", "references": ["Authority", "Integration", "Terms", "Miscellaneous", "Agreements", "Governing Laws", "Death", "Assigns", "Forfeitures", "Submission To Jurisdiction", "Organizations", "Liens", "Costs", "General", "Waivers", "Withholdings", "Capitalization", "Successors", "Survival", "Expenses", "Adjustments", "Employment", "Books", "Headings", "Benefits", "Modifications", "Assignments", "Warranties", "Entire Agreements", "Approvals", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement may be executed by the parties hereto in one or more separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto. Any facsimile or other electronic signature attached hereto shall be deemed to be an original and shall have the same force and effect as an original signature.", "references": ["Tax Withholdings", "General", "Vesting", "Entire Agreements", "Financial Statements", "Organizations", "Enforcements", "Notices", "Death", "Governing Laws", "Closings", "Vacations", "Withholdings", "Compliance With Laws", "Definitions", "Publicity", "Headings", "Interests", "Enforceability", "Indemnity", "Specific Performance", "Submission To Jurisdiction", "Capitalization", "Remedies", "Participations", "Representations", "Solvency", "Survival", "Confidentiality", "Subsidiaries", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If a Participant who holds Restricted Shares or Restricted Share Units fails to satisfy the restrictions, terms or conditions applicable to the Award, except as otherwise determined by the Committee, or if such Participant\u2019s service as a Non-Employee Director of the Company terminates other than by death, Disability or Retirement prior to the expiration of the applicable Restriction Period, the Participant shall forfeit the Restricted Shares or Restricted Share Units. The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse; however, to the extent the Restricted Shares or Restricted Share Units are intended to qualify for the Performance-Based Exception, the provisions of Section\u00a06(d)(iv) will apply.", "references": ["Binding Effects", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Costs", "Severability", "No Defaults", "Amendments", "Enforcements", "Records", "Enforceability", "Effective Dates", "Definitions", "Death", "Participations", "Terminations", "Releases", "No Waivers", "Insurances", "Vesting", "Applicable Laws", "Effectiveness", "Modifications", "Benefits", "Withholdings", "Sales", "Change In Control", "Base Salary", "Venues", "Entire Agreements", "Closings", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The Guidelines, all cash compensation and Equity Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws, except as superseded by applicable federal law.", "references": ["Notices", "Litigations", "No Conflicts", "Amendments", "No Defaults", "Enforceability", "Withholdings", "Brokers", "General", "Books", "Counterparts", "Remedies", "Enforcements", "Sanctions", "Publicity", "Releases", "Compliance With Laws", "Severability", "Jurisdictions", "Construction", "Tax Withholdings", "Binding Effects", "Intellectual Property", "Defined Terms", "Fees", "Change In Control", "Terminations", "Non-Disparagement", "Applicable Laws", "Capitalization", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Agents), on or before the Second Amendment and Restatement Effective Date.", "references": ["Counterparts", "Waiver Of Jury Trials", "Assignments", "Disclosures", "Duties", "Litigations", "Benefits", "Transactions With Affiliates", "Non-Disparagement", "Death", "Change In Control", "Records", "Brokers", "No Conflicts", "Binding Effects", "Remedies", "Titles", "Authority", "Capitalization", "No Defaults", "Applicable Laws", "Solvency", "Releases", "Organizations", "Taxes", "Existence", "Subsidiaries", "Liens", "Use Of Proceeds", "Sanctions", "Fees"], "gold": ["Fees"]}
+{"input": "For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof.", "references": ["Severability", "Closings", "Waivers", "Releases", "Base Salary", "Entire Agreements", "Integration", "Warranties", "Taxes", "Organizations", "Waiver Of Jury Trials", "Costs", "Employment", "Notices", "Remedies", "Vesting", "Sanctions", "Books", "Participations", "Submission To Jurisdiction", "Existence", "Tax Withholdings", "Positions", "Payments", "No Waivers", "Liens", "Effectiveness", "Disclosures", "Interpretations", "Transactions With Affiliates", "Definitions"], "gold": ["Definitions"]}
+{"input": "No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by an authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.", "references": ["Disability", "Specific Performance", "Use Of Proceeds", "Survival", "Vacations", "Submission To Jurisdiction", "Qualifications", "Forfeitures", "Cooperation", "Powers", "Interests", "Payments", "Positions", "Applicable Laws", "Base Salary", "Non-Disparagement", "Representations", "Publicity", "No Conflicts", "Modifications", "Defined Terms", "Confidentiality", "Anti-Corruption Laws", "Releases", "Death", "No Waivers", "Remedies", "Withholdings", "Successors", "Indemnifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "In the event that any dispute or controversy shall arise under this Agreement between Indemnitee and the Company with respect to whether the Indemnitee is entitled to indemnification in connection with any Proceeding or with respect to the amount of Expenses incurred, then with respect to each such dispute or controversy Indemnitee may seek to enforce the Agreement through legal action or, at Indemnitee\u2019s sole option and written request, through arbitration. If arbitration is requested, such dispute or controversy shall be submitted by the parties to binding arbitration in the Borough of Wellsboro in the Commonwealth of Pennsylvania, before a single arbitrator agreeable to both parties. If the parties cannot agree on a designated arbitrator within fifteen (15) days after arbitration is requested in writing by Indemnitee, the arbitration shall proceed in the Borough of Wellsboro in the Commonwealth of Pennsylvania, before an arbitrator appointed by the American Arbitration Association. In either case, the arbitration proceeding shall commence promptly under the rules then in effect of that Association and the arbitrator agreed to by the parties or appointed by that Association shall be an attorney other than an attorney who has, or is associated with a firm having associated with it an attorney which has been retained by or performed services for the Company or Indemnitee at any time during the five years preceding the commencement of arbitration. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to prompt reimbursement of any costs and expenses (including, without limitation, reasonable attorneys\u2019 fees) incurred in connection with such legal action or arbitration; provided that Indemnitee shall not be obligated to reimburse the Company unless the arbitrator or court which resolves the dispute determines that Indemnitee acted in bad faith in bringing such action or arbitration.", "references": ["Use Of Proceeds", "Indemnifications", "No Conflicts", "Releases", "Enforceability", "Powers", "Warranties", "Representations", "Disability", "Further Assurances", "Binding Effects", "Interpretations", "Transactions With Affiliates", "Benefits", "Disclosures", "Titles", "Tax Withholdings", "Assignments", "Arbitration", "Venues", "Miscellaneous", "Existence", "Effective Dates", "Forfeitures", "Compliance With Laws", "Subsidiaries", "Capitalization", "Agreements", "Notices", "Specific Performance", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Any representation, warranty or statement made or deemed to be made by any Facility Party herein or any Facility Party in any of the other Loan Documents or in the Management Agreement, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been made.", "references": ["Litigations", "Expenses", "No Defaults", "Solvency", "Waiver Of Jury Trials", "Authority", "Powers", "Specific Performance", "Change In Control", "Fees", "Erisa", "Employment", "Successors", "Cooperation", "Costs", "Arbitration", "Effective Dates", "Definitions", "Brokers", "Assigns", "Use Of Proceeds", "Tax Withholdings", "Notices", "Agreements", "Insurances", "Capitalization", "Approvals", "Publicity", "Disclosures", "Vacations", "Representations"], "gold": ["Representations"]}
+{"input": "All references to the Collateral shall include without limitation the Collateral as described in the Collateral Documents, as amended by this Amendment and the Credit Parties hereby grant a security interest to Lender to secure the Obligations in any such Collateral (other than to the extent constituting Excluded Property) which, prior to the date of this Amendment, was not included in the definition thereof.\u00a0\u00a0All Obligations of the Credit Parties under the Loan Documents, each as amended by the Portland Amendments, shall be secured by and be entitled to the benefits of, the Collateral and shall remain in all respects subject to the liens, charges and encumbrances of, the Loan Documents, and nothing herein contained, and nothing done pursuant hereto or in connection herewith shall affect or be construed to affect the liens, charges or encumbrances or conveyances effected thereby or the priority thereof or to release or affect the liability of any party or parties whomsoever may now, or hereafter be, liable on account of the Obligations.\u00a0\u00a0Subject to the limitations set forth in the Collateral Documents in terms of the scope thereof, each Credit Party does hereby grant, transfer, assign and grant a security interest in and to Lender, its successors and assigns, in all of the Collateral in order to secure the Obligations.", "references": ["Solvency", "Assigns", "Vesting", "Capitalization", "Employment", "Defined Terms", "No Waivers", "Powers", "Qualifications", "Erisa", "Closings", "Confidentiality", "Warranties", "Definitions", "Jurisdictions", "Disability", "Costs", "Approvals", "Subsidiaries", "Books", "Binding Effects", "Use Of Proceeds", "Amendments", "Publicity", "Withholdings", "Cooperation", "Enforceability", "Sanctions", "Releases", "Positions", "Liens"], "gold": ["Liens"]}
+{"input": "Either Buyer or the Company may terminate this Agreement if the Closing has not occurred by September 30, 2018; provided, however, (i) Buyer may not terminate this Agreement if the failure of the Closing to occur is due to the failure of Buyer to satisfy any of the conditions set forth in Section 5.1 and (ii) the Company may not terminate this Agreement if the failure of the Closing to occur is due to the failure of the Company to satisfy any of the conditions set forth in Section 5.2 . If this Agreement is terminated, then all further obligations under this Agreement shall terminate and no Party shall have any liability in respect of the termination of this Agreement; provided that no such termination will relieve any Party of liability for its willful and material breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination.", "references": ["Cooperation", "Severability", "Definitions", "Notices", "Participations", "Submission To Jurisdiction", "No Waivers", "Enforcements", "Remedies", "Specific Performance", "Assignments", "Positions", "Benefits", "Vacations", "Intellectual Property", "Waiver Of Jury Trials", "Publicity", "Effectiveness", "Disclosures", "Consent To Jurisdiction", "Consents", "Base Salary", "Transactions With Affiliates", "Solvency", "Subsidiaries", "Headings", "No Defaults", "Qualifications", "Modifications", "Duties", "Terminations"], "gold": ["Terminations"]}
+{"input": "If the Participant\u2019s employment with the Company is terminated within a period 24 months following a Change in Control (i) by the Company other than for Cause or (ii) by the Participant for Good Reason (as such terms are defined herein below or in the Plan), the Restricted Stock Units shall become immediately and fully vested and thereafter be considered Vested Units.", "references": ["Sales", "Further Assurances", "Construction", "Enforceability", "Assigns", "Binding Effects", "Intellectual Property", "Releases", "Interpretations", "Specific Performance", "Closings", "Headings", "Fees", "Amendments", "Entire Agreements", "Non-Disparagement", "Representations", "Books", "Withholdings", "Arbitration", "Effective Dates", "Duties", "Brokers", "Modifications", "Waiver Of Jury Trials", "Governing Laws", "No Conflicts", "Jurisdictions", "Agreements", "Approvals", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "GP represents and warrants to the Company as set forth below.", "references": ["Indemnity", "Approvals", "Publicity", "Use Of Proceeds", "Employment", "Jurisdictions", "Notices", "No Conflicts", "Successors", "Headings", "Titles", "Organizations", "Arbitration", "Survival", "Duties", "Cooperation", "Adjustments", "Non-Disparagement", "Enforcements", "Enforceability", "Capitalization", "Forfeitures", "Defined Terms", "Binding Effects", "Consents", "No Defaults", "Closings", "Withholdings", "Sales", "Submission To Jurisdiction", "Representations"], "gold": ["Representations"]}
+{"input": "No broker, investment banker, financial advisor or other Person is entitled to any broker\u2019s, finder\u2019s, financial advisor\u2019s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.", "references": ["Subsidiaries", "Construction", "Releases", "Powers", "Further Assurances", "Interests", "Applicable Laws", "No Waivers", "Successors", "Anti-Corruption Laws", "Positions", "Litigations", "Organizations", "No Defaults", "Withholdings", "Expenses", "Effectiveness", "Enforceability", "Venues", "Payments", "Assignments", "Governing Laws", "Use Of Proceeds", "Confidentiality", "Modifications", "Defined Terms", "Enforcements", "Interpretations", "Qualifications", "Agreements", "Brokers"], "gold": ["Brokers"]}
+{"input": "All amounts due under this Section shall be payable not later than fifteen (15)\u00a0days after written demand therefor.", "references": ["Erisa", "Death", "Change In Control", "Consent To Jurisdiction", "Representations", "Use Of Proceeds", "Enforcements", "Vacations", "Cooperation", "Interpretations", "Litigations", "Costs", "Amendments", "Taxes", "Applicable Laws", "Entire Agreements", "Financial Statements", "Authority", "Effectiveness", "Organizations", "Effective Dates", "Titles", "Survival", "Confidentiality", "Base Salary", "Waivers", "Integration", "General", "Sanctions", "Records", "Payments"], "gold": ["Payments"]}
+{"input": "Each Lender may, without notice to or the consent of the Borrower, sell participations to any Person (other than a Person described in Section 9.7(a)(iv) ) (each, a \u201c Participant \u201d) all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, and the Note or Notes (if any) held by it); provided, however, that (i) such Lender\u2019s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note or Notes (if any) for all purposes of this Agreement and (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.", "references": ["Death", "Further Assurances", "No Defaults", "Existence", "Counterparts", "Subsidiaries", "Withholdings", "Agreements", "Miscellaneous", "Governing Laws", "Assigns", "Integration", "Insurances", "Waivers", "Representations", "Payments", "Non-Disparagement", "Interpretations", "Assignments", "Vesting", "Tax Withholdings", "Submission To Jurisdiction", "Consents", "Specific Performance", "Effective Dates", "Sanctions", "Solvency", "No Conflicts", "Jurisdictions", "Terminations", "Participations"], "gold": ["Participations"]}
+{"input": "The representations and warranties contained in Sections 9.1 and 9.2, or in any Seller Estoppel delivered pursuant to Section 3.1.4, and the provisions of Section 9.3, shall survive the Closing, the delivery of the Deed and the payment of the Purchase Price, provided that (i)\u00a0Seller\u2019s representations and warranties (but not such provisions of Section 9.3) shall cease and terminate at the end of the Survival Period, except to the extent that Buyer or Seller, as the case may be, shall have commenced, during the Survival Period, a legal proceeding based on the breach thereof as of the Closing Date, (ii)\u00a0the maximum total liability for which Seller shall be responsible with respect to all representations and warranties shall not exceed the Cap Limitation in the aggregate (provided, however, that the Cap Limitation shall not apply to the extent that a court of competent jurisdiction determines in a final, unappealable order that Seller engaged in fraud under this Agreement), and (iii) Seller shall have no liability for any breaches of such representations and warranties unless and until the aggregate amount claimed in respect of such breach exceeds the Basket Limitation. Unless otherwise expressly stated in this Agreement to survive, all other representations, covenants, conditions and agreements contained herein shall merge into and be superseded by the Closing Documents and shall not survive the Closing. Seller shall have no liability to Buyer after Closing for any matter disclosed in writing by Seller or for which Buyer has actual knowledge or is deemed to have knowledge pursuant to Section 9.1 prior to Closing excluding any matters in which a court of competent jurisdiction determines in a final, unappealable order that Seller engaged in fraud.", "references": ["Defined Terms", "Transactions With Affiliates", "Employment", "Enforceability", "No Waivers", "Counterparts", "Titles", "Costs", "Positions", "Amendments", "Arbitration", "Agreements", "Further Assurances", "General", "Assignments", "Assigns", "Withholdings", "Consent To Jurisdiction", "Base Salary", "Closings", "Entire Agreements", "Vesting", "Use Of Proceeds", "Intellectual Property", "Releases", "Qualifications", "Headings", "Submission To Jurisdiction", "Existence", "Insurances", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of New York.", "references": ["Vesting", "Indemnity", "Specific Performance", "Applicable Laws", "Use Of Proceeds", "Fees", "Interests", "Consents", "Notices", "Enforcements", "Enforceability", "Entire Agreements", "Litigations", "Participations", "Agreements", "Remedies", "Indemnifications", "Non-Disparagement", "Sales", "Terminations", "General", "Amendments", "Jurisdictions", "Survival", "Costs", "Liens", "Solvency", "Integration", "Releases", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, (a) maintain all property material to the conduct of the business of the Borrower and the Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations (including, without limitation, by the maintenance of adequate self-insurance reserves to the extent customary among such companies).", "references": ["Transactions With Affiliates", "Brokers", "Fees", "Remedies", "Amendments", "Qualifications", "Submission To Jurisdiction", "Change In Control", "Successors", "Notices", "Disclosures", "Authority", "Effectiveness", "Sales", "Severability", "Tax Withholdings", "Liens", "Indemnity", "Powers", "Subsidiaries", "Withholdings", "General", "Assignments", "Indemnifications", "Jurisdictions", "Sanctions", "Use Of Proceeds", "Miscellaneous", "Interpretations", "Non-Disparagement", "Insurances"], "gold": ["Insurances"]}
+{"input": "Maker represents and warrants as follows as of the date hereof: (a)\u00a0it is duly organized, validly existing and in good standing under the laws of its state of Delaware; (b)\u00a0the execution, delivery and performance by Maker of this Note are within Maker\u2019s powers, have been duly authorized by all necessary actions, and do not contravene its governing agreements, certificates or other organization documents,\u00a0and do not contravene any law or any contractual restriction binding on or affecting Maker; (c)\u00a0no authorization or approval or other action by, and no notice to or filing with any governmental authority or regulatory body is required for the due execution, delivery and performance by Maker of this Note; (d)\u00a0this Note constitutes the legal, valid and binding obligation of Maker party thereto, enforceable against Maker in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, moratorium and other laws for the protection of creditors generally and by general equitable principles; and (e) there is no pending or, to Maker\u2019s knowledge, threatened action or proceeding affecting Maker before any governmental agency or arbitrator with respect to the transactions contemplated by this Note or which may materially adversely affect the property, assets or condition (financial or otherwise) of Maker.", "references": ["No Waivers", "Definitions", "Confidentiality", "Base Salary", "Titles", "Intellectual Property", "Approvals", "Indemnifications", "Interests", "Erisa", "Arbitration", "Venues", "Interpretations", "Enforceability", "Authorizations", "Use Of Proceeds", "Waiver Of Jury Trials", "Tax Withholdings", "Binding Effects", "Remedies", "Successors", "Qualifications", "Sales", "Insurances", "Organizations", "Fees", "Transactions With Affiliates", "Consent To Jurisdiction", "Notices", "Construction", "Representations"], "gold": ["Representations"]}
+{"input": "The Company shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities (\u201c Losses \u201d) incurred by the Executive with respect to the exercise by the Company of any of its rights under this Section 4, including, without limitation, any Losses related to the Company\u2019s decision to contest a claim or any imputed income to the Executive resulting from any Advance or action taken on the Executive\u2019s behalf by the Company hereunder. Subject to the last sentence of Section 4(c), the Company shall pay all reasonable and documented legal fees and expenses incurred under this Section 4 and shall promptly reimburse the Executive for the reasonable expenses incurred by the Executive in connection with any actions taken by the Company or required to be taken by the Executive hereunder. The Company shall also pay all of the fees and expenses of the Accounting Firm, including, without limitation, the fees and expenses related to the opinion referred to in Section 4(b).", "references": ["Remedies", "Indemnity", "Construction", "Base Salary", "Miscellaneous", "Existence", "Representations", "Erisa", "Defined Terms", "Employment", "Benefits", "Forfeitures", "Specific Performance", "Disability", "Taxes", "Withholdings", "Authority", "Qualifications", "Entire Agreements", "Severability", "Binding Effects", "Releases", "Consent To Jurisdiction", "Costs", "Litigations", "Organizations", "Cooperation", "Capitalization", "Solvency", "Modifications", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.", "references": ["Indemnity", "Costs", "Construction", "Authorizations", "No Conflicts", "Definitions", "Disability", "Payments", "Enforcements", "Vesting", "Arbitration", "Organizations", "Sales", "Confidentiality", "Governing Laws", "No Defaults", "Headings", "General", "Authority", "Publicity", "Taxes", "Closings", "Indemnifications", "Positions", "Modifications", "Titles", "Waiver Of Jury Trials", "Terminations", "Assigns", "Adjustments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Subject to Section 6 , the provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of the Company\u2019s right to seek enforcement of such provision in the future.", "references": ["Defined Terms", "Governing Laws", "Successors", "Further Assurances", "Effective Dates", "Capitalization", "Non-Disparagement", "Disclosures", "Confidentiality", "Assigns", "Binding Effects", "Brokers", "Agreements", "Publicity", "Compliance With Laws", "Applicable Laws", "Withholdings", "Closings", "Duties", "Interests", "Solvency", "Use Of Proceeds", "Transactions With Affiliates", "Survival", "Subsidiaries", "Benefits", "Intellectual Property", "Assignments", "Enforcements", "Books", "Severability"], "gold": ["Severability"]}
+{"input": "This Sixth Amendment may be executed in counterparts (including, without limitation, by electronic signature), and all parties need not execute the same counterpart; however, no party shall be bound by this Sixth Amendment until Borrower, the Guarantors and Required Lenders have executed a counterpart. Facsimiles and counterparts executed by electronic signature (e.g., .pdf) shall be effective as originals.", "references": ["Employment", "No Defaults", "General", "Notices", "No Waivers", "Litigations", "Arbitration", "Withholdings", "Transactions With Affiliates", "Terms", "Adjustments", "Survival", "Assignments", "Expenses", "Confidentiality", "No Conflicts", "Miscellaneous", "Insurances", "Fees", "Modifications", "Amendments", "Taxes", "Interests", "Forfeitures", "Disclosures", "Consents", "Enforcements", "Positions", "Anti-Corruption Laws", "Liens", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "When, under applicable tax laws, Participant incurs tax liability in connection with the vesting or settlement of any RSUs or issuance of Shares in connection therewith that is subject to tax withholding by the Company, the Company may satisfy the minimum tax withholding obligation on behalf of the Participant by either (a) withholding from the Shares to be issued, the number of Shares having a fair market value (determined on the date that the amount of tax to be withheld is determined) equal to the amount required to be withheld for income and employment taxes, or (b) arranging to have sold on Participant\u2019s behalf through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) a sufficient number of Shares that is equal to the amount required to be withheld. The Company shall arrange to sell or withhold a whole number of shares to satisfy the minimum tax withholding obligation, and to the extent that any tax obligation balance remains, such amount shall be withheld from your following payroll cycle.", "references": ["Insurances", "Disclosures", "Death", "Titles", "Modifications", "Remedies", "Effective Dates", "Closings", "Indemnity", "General", "Terminations", "Jurisdictions", "Base Salary", "Cooperation", "Forfeitures", "No Defaults", "Litigations", "Powers", "Disability", "Solvency", "Amendments", "Liens", "Sales", "Integration", "Subsidiaries", "Organizations", "Applicable Laws", "Entire Agreements", "Duties", "No Waivers", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Each Obligor is Solvent.", "references": ["Agreements", "Sanctions", "Transactions With Affiliates", "Litigations", "No Waivers", "Enforcements", "Withholdings", "Remedies", "Organizations", "Positions", "Severability", "Arbitration", "Qualifications", "Death", "Change In Control", "Notices", "Survival", "Duties", "Binding Effects", "Forfeitures", "No Conflicts", "Indemnity", "Consent To Jurisdiction", "Releases", "Authority", "Fees", "Liens", "Further Assurances", "Integration", "Approvals", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Borrower has not failed to disclose any material assumptions or liabilities or any other material information with respect to the Budget or the accuracy of such Budget.\u00a0\u00a0The Borrower has provided a written affirmation made by an appropriate financial officer of the Borrower to the Commitment Parties affirming the reasonableness of each of the assumptions and projections in the Budget.", "references": ["Use Of Proceeds", "Agreements", "Anti-Corruption Laws", "Consent To Jurisdiction", "Amendments", "Applicable Laws", "Records", "Titles", "Confidentiality", "Erisa", "Authorizations", "Assignments", "No Conflicts", "Death", "Financial Statements", "Qualifications", "Submission To Jurisdiction", "Severability", "Positions", "Venues", "Sanctions", "Benefits", "Effective Dates", "Vacations", "Closings", "Transactions With Affiliates", "Existence", "Entire Agreements", "Withholdings", "Approvals", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section \u00a02.08(e) , or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section \u00a02.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Positions", "Modifications", "Duties", "Base Salary", "Effectiveness", "Applicable Laws", "Insurances", "Notices", "Releases", "Existence", "Definitions", "Enforcements", "Waivers", "Anti-Corruption Laws", "Arbitration", "Employment", "Assigns", "Taxes", "Agreements", "Fees", "Binding Effects", "Qualifications", "Powers", "Severability", "Books", "Integration", "Disability", "Financial Statements", "Litigations", "Counterparts", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement and the Consulting Services Agreement set forth the entire agreement between the parties hereto, and fully supersede any prior obligation of Company to Employee except in connection with any confidentiality agreements that Employee has executed and/or that are that are contained in the Company Handbook, and Section 14 of the Employment Agreement, which each shall survive. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to his in connection with his decision to accept this Agreement, except for those set forth in this Agreement.", "references": ["Erisa", "Agreements", "Insurances", "Approvals", "Indemnifications", "Taxes", "Compliance With Laws", "Organizations", "Use Of Proceeds", "Closings", "No Waivers", "Representations", "Withholdings", "Interpretations", "Intellectual Property", "Titles", "Applicable Laws", "Transactions With Affiliates", "Subsidiaries", "Consent To Jurisdiction", "Amendments", "Change In Control", "Binding Effects", "Duties", "Terms", "Definitions", "Arbitration", "Construction", "Non-Disparagement", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each of the Parties (a)\u00a0irrevocably and unconditionally agrees that any actions, suits or proceedings, at law or equity, arising out of or relating to this Agreement or any agreements or transactions contemplated hereby shall be heard and determined by the federal or state courts located in New York County in the State of New York; (b)\u00a0irrevocably submits to the jurisdiction of such courts in any such action, suit or proceeding; (c)\u00a0consents that any such action, suit or proceeding may be brought in such courts and waives any objection that such Party may now or hereafter have to the venue or jurisdiction of such courts or that such action or proceeding was brought in an inconvenient forum; and (d)\u00a0agrees that service of process in any such action, suit or proceeding may be effected by providing a copy thereof by any of the methods of delivery permitted by Section\u00a05.5 to such Party at its address as provided in Section 5.5 (provided that nothing herein shall affect the right to effect service of process in any other manner permitted by Law).", "references": ["Headings", "Governing Laws", "Use Of Proceeds", "Titles", "Assigns", "Integration", "Effective Dates", "Payments", "Costs", "Capitalization", "Intellectual Property", "Venues", "Base Salary", "Warranties", "Arbitration", "Death", "Taxes", "Tax Withholdings", "Terms", "Representations", "Severability", "Liens", "Counterparts", "Participations", "No Waivers", "Existence", "Litigations", "Miscellaneous", "Financial Statements", "Terminations", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Agreement amends, restates and supersedes the Initial Term Loan Facility Agreement in its entirety.", "references": ["Benefits", "Survival", "Venues", "No Conflicts", "Books", "Miscellaneous", "Agreements", "Qualifications", "Sanctions", "Compliance With Laws", "Enforcements", "Remedies", "Existence", "Waiver Of Jury Trials", "Integration", "Notices", "Jurisdictions", "Forfeitures", "Erisa", "Modifications", "Employment", "Base Salary", "Payments", "Financial Statements", "Sales", "Taxes", "Counterparts", "Defined Terms", "Publicity", "Cooperation", "Amendments"], "gold": ["Amendments"]}
+{"input": "THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.", "references": ["Indemnity", "Modifications", "Use Of Proceeds", "Miscellaneous", "General", "Books", "Financial Statements", "Vesting", "Closings", "Withholdings", "Adjustments", "Employment", "Waiver Of Jury Trials", "Vacations", "Successors", "Existence", "Assignments", "Interpretations", "Counterparts", "Effectiveness", "Fees", "Compliance With Laws", "Disability", "Forfeitures", "Authorizations", "Brokers", "Tax Withholdings", "Solvency", "Jurisdictions", "Qualifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All headings preceding the text of the several paragraphs hereof are inserted solely for reference and shall not constitute a part of this Agreement, nor affect its meaning, construction or effect.", "references": ["Successors", "Positions", "Anti-Corruption Laws", "Enforcements", "No Waivers", "Amendments", "Jurisdictions", "Consent To Jurisdiction", "Construction", "General", "Interests", "Specific Performance", "Disclosures", "Insurances", "Governing Laws", "Warranties", "Withholdings", "Base Salary", "Survival", "Applicable Laws", "Duties", "Agreements", "Authority", "Forfeitures", "Binding Effects", "Employment", "Closings", "Vesting", "Cooperation", "Approvals", "Headings"], "gold": ["Headings"]}
+{"input": "Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.", "references": ["Fees", "Venues", "Benefits", "Effectiveness", "Interpretations", "Waivers", "Base Salary", "Death", "Defined Terms", "Participations", "Brokers", "No Conflicts", "Construction", "Expenses", "Cooperation", "Employment", "Forfeitures", "Applicable Laws", "Titles", "Remedies", "Authorizations", "Enforceability", "Closings", "Costs", "Organizations", "Binding Effects", "Vesting", "Change In Control", "Headings", "Modifications", "Payments"], "gold": ["Payments"]}
+{"input": "If any issues in dispute are not resolved by such negotiation (or if any party fails to participate\u00a0in such negotiation), any party may, by written notice to the other, demand that the dispute be resolved by\u00a0binding arbitration in Reno, Nevada, before a single arbitrator pursuant to the national rules for the resolution\u00a0of employment disputes of the American Arbitration Association (\u201cAAA\u201d). The arbitrator shall be instructed,\u00a0and the parties shall cooperate, with completing the arbitration with a ruling, if possible, in writing on each\u00a0issue in dispute within 120 days of the arbitrator\u2019s appointment by the AAA. The arbitrator shall have the\u00a0power to award damages, equitable relief, reasonable attorney's fees and expenses, and the fees and\u00a0expenses of the arbitrator and of the AAA, to any party consistent with Federal Rule of Civil Procedure 54(d)\u00a0or successor Rule. The arbitrator\u2019s rulings and awards shall be final and binding upon the parties and\u00a0judgment thereon may be entered in any court having competent jurisdiction. Except and unless otherwise\u00a0awarded by the arbitrator, Employer shall pay the fees and expenses of the arbitrator and of the AAA.", "references": ["Litigations", "Indemnifications", "Representations", "Vacations", "Non-Disparagement", "Survival", "Definitions", "Enforceability", "Payments", "Venues", "Construction", "Waiver Of Jury Trials", "Confidentiality", "Integration", "Applicable Laws", "Terms", "Brokers", "Records", "Effectiveness", "Terminations", "Approvals", "Titles", "Existence", "Assignments", "Effective Dates", "Use Of Proceeds", "Severability", "Erisa", "Sanctions", "Duties", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement represents the entire agreement between the parties regarding the Executive\u2019s opportunity to earn retention awards and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to that subject matter. This Agreement may only be modified or amended in a writing signed by both parties.", "references": ["General", "Venues", "Effectiveness", "Records", "Brokers", "Headings", "Participations", "Releases", "Remedies", "Intellectual Property", "No Waivers", "Costs", "Subsidiaries", "Defined Terms", "Publicity", "Assignments", "Authorizations", "Use Of Proceeds", "Terminations", "Indemnity", "Solvency", "Sanctions", "Confidentiality", "Consents", "Waivers", "Consent To Jurisdiction", "Vacations", "Disability", "Positions", "Anti-Corruption Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The Borrower does not have any Plans as of the date hereof. As to any future Plan the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) will not exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) will not exceed the fair market value of the assets of all such underfunded Plans.", "references": ["Change In Control", "Subsidiaries", "Terms", "Remedies", "Transactions With Affiliates", "Successors", "Arbitration", "Financial Statements", "Capitalization", "Specific Performance", "Amendments", "Existence", "Effectiveness", "Death", "Benefits", "No Waivers", "Cooperation", "Closings", "Approvals", "Indemnifications", "No Conflicts", "Consent To Jurisdiction", "Tax Withholdings", "Assignments", "Sanctions", "Notices", "Enforcements", "Payments", "Litigations", "Severability", "Erisa"], "gold": ["Erisa"]}
+{"input": "Except as specifically provided in this Amendment, the Phantom Unit Agreements will remain in full force and effect and is hereby ratified and confirmed in all respects. To the extent a conflict arises between the terms of the Phantom Unit Agreements and this Amendment, the terms of this Amendment shall prevail.", "references": ["Intellectual Property", "Integration", "Confidentiality", "No Waivers", "Compliance With Laws", "Specific Performance", "Submission To Jurisdiction", "No Conflicts", "General", "Severability", "Headings", "Positions", "Enforcements", "Authorizations", "Brokers", "Consents", "Agreements", "Benefits", "Non-Disparagement", "Sales", "Jurisdictions", "Qualifications", "Withholdings", "Notices", "Disability", "Effective Dates", "Erisa", "Cooperation", "Use Of Proceeds", "Releases", "Construction"], "gold": ["Construction"]}
+{"input": "This Agreement and the schedule hereto constitute the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, discussions, writings and agreements between them with respect to the subject matter hereof (including, but not limited to, the Initial Agreement) .", "references": ["Headings", "Survival", "Records", "Base Salary", "Disability", "Liens", "Non-Disparagement", "Compliance With Laws", "Waiver Of Jury Trials", "Vacations", "Governing Laws", "Subsidiaries", "Change In Control", "Arbitration", "Integration", "Modifications", "Costs", "Jurisdictions", "Effective Dates", "Erisa", "Interests", "Insurances", "Use Of Proceeds", "Financial Statements", "Warranties", "Assignments", "Consents", "Adjustments", "Terms", "Tax Withholdings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder represented by it, waives any claim it may hereafter have against any Prior Lien Claimholder arising out of the election of any Prior Lien Claimholder of the application of Section\u00a01111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Prior Lien Collateral in any Insolvency or Liquidation Proceeding so long as such actions are not in express contravention of the terms of this Agreement.", "references": ["Waiver Of Jury Trials", "Taxes", "Subsidiaries", "Construction", "Integration", "Vesting", "General", "Successors", "Approvals", "Assignments", "Fees", "Warranties", "Remedies", "Withholdings", "Enforcements", "Anti-Corruption Laws", "Capitalization", "Compliance With Laws", "Base Salary", "Headings", "Interpretations", "Interests", "Arbitration", "Further Assurances", "Sales", "Applicable Laws", "Organizations", "Forfeitures", "Tax Withholdings", "Governing Laws", "Waivers"], "gold": ["Waivers"]}
+{"input": "All notices and demands provided for in this Agreement shall be in writing and shall be given as provided in the Purchase Agreement.", "references": ["Participations", "Payments", "Fees", "Sanctions", "Death", "Further Assurances", "Solvency", "Capitalization", "Tax Withholdings", "Counterparts", "Effective Dates", "Enforcements", "Effectiveness", "Transactions With Affiliates", "Disclosures", "Benefits", "Duties", "Costs", "Venues", "Withholdings", "No Conflicts", "Miscellaneous", "Financial Statements", "No Defaults", "Agreements", "Enforceability", "No Waivers", "Positions", "Modifications", "Indemnity", "Notices"], "gold": ["Notices"]}
+{"input": "Subject to the Participant\u2019s continued employment with the Company or one of its Subsidiaries, and the provisions of the Plan (including Article XI thereof) and this Agreement, the Restricted Performance Stock shall vest in full on the ______ (__) anniversary of the Grant Date (the \u201cVesting Date\u201d) provided the Company has achieved the \u201cAnnual Performance Goals\u201d detailed below for each of the fiscal years which ends during the period beginning on the Grant Date and ending on the Vesting Date (each such fiscal year constitutes a \u201cPerformance Period\u201d).", "references": ["Qualifications", "Specific Performance", "Vacations", "Disability", "Enforceability", "Adjustments", "Authority", "Submission To Jurisdiction", "No Conflicts", "Miscellaneous", "Approvals", "Consents", "Counterparts", "Confidentiality", "Employment", "Brokers", "Indemnifications", "Change In Control", "Venues", "Releases", "Cooperation", "Tax Withholdings", "Organizations", "Representations", "Governing Laws", "Disclosures", "Withholdings", "Non-Disparagement", "Survival", "Integration", "Vesting"], "gold": ["Vesting"]}
+{"input": "Nothing contained in this Amendment shall be construed as a waiver by Agent or any Lender of any covenant or provision of the Credit Agreement (as amended hereby), the Other Documents, this Amendment, or of any other contract or instrument between any Borrower and Agent or any Lender, and the failure of Agent or any Lender at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right of Agent to thereafter demand strict compliance therewith. Agent and each Lender hereby reserve all rights granted under the Credit Agreement, the Other Documents, this Amendment and any other contract or instrument between any Borrower, Lenders and Agent.", "references": ["Base Salary", "Arbitration", "Solvency", "Cooperation", "Headings", "Integration", "Participations", "Benefits", "Subsidiaries", "Authorizations", "Interpretations", "Fees", "Survival", "Indemnifications", "Financial Statements", "Adjustments", "Waivers", "Effective Dates", "Terminations", "Payments", "Counterparts", "Enforcements", "General", "Miscellaneous", "Severability", "Confidentiality", "Governing Laws", "No Defaults", "Further Assurances", "Costs", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Executive hereby represents that the Executive\u2019s entry into this Employment Agreement and performance of the services hereunder will not violate the terms or conditions of any other agreement to which the Executive is a party.", "references": ["Books", "Amendments", "Fees", "Approvals", "Records", "Successors", "Interpretations", "Qualifications", "Closings", "Change In Control", "Publicity", "Forfeitures", "Capitalization", "Specific Performance", "Modifications", "Assigns", "Interests", "Submission To Jurisdiction", "Non-Disparagement", "Existence", "Use Of Proceeds", "Headings", "Costs", "Expenses", "Indemnifications", "Further Assurances", "Participations", "Litigations", "Venues", "Assignments", "Representations"], "gold": ["Representations"]}
+{"input": "This letter, together with the Confidentiality Agreement, sets forth the entire agreement and understanding between you and the Company with respect to your employment and supersedes all prior agreements and promises made to you by anyone, whether oral or written.\u00a0 This letter (and your employment at will status) may not be modified or amended except by a written agreement, signed by an officer of the Company, although the Company reserves the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships.\u00a0 This letter will be governed by the laws of the State of California without regard to its conflict of laws provision.", "references": ["Death", "Records", "Titles", "Specific Performance", "Consents", "Interests", "Successors", "Authority", "Financial Statements", "Arbitration", "Indemnifications", "Solvency", "Terminations", "Adjustments", "Headings", "Submission To Jurisdiction", "Waivers", "Existence", "Sales", "Approvals", "No Waivers", "Capitalization", "Duties", "Effective Dates", "Remedies", "Warranties", "Intellectual Property", "Non-Disparagement", "Forfeitures", "Releases", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the issuance of the New Preferred) do not and will not (a)\u00a0result in a violation of the Restated Certificate of Incorporation or Bylaws of the Company, (b)\u00a0conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (c)\u00a0assuming the accuracy of the Holder\u2019s representations and warranties set forth in Section \u00a03 hereof, result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities laws and regulations) applicable to the Company, or by which any property or asset of the Company is bound or affected, except, in the case of the foregoing clauses\u00a0(b) and (c), for such conflicts, defaults, violations, terminations, amendments, accelerations, and cancellations as would not, individually or in the aggregate, have a material adverse effect on the Company\u2019s business, operations, financial condition or properties.", "references": ["Financial Statements", "Adjustments", "Closings", "Titles", "Indemnity", "Enforceability", "No Waivers", "Submission To Jurisdiction", "Effective Dates", "Sanctions", "Erisa", "Fees", "Taxes", "Waivers", "Death", "Insurances", "Transactions With Affiliates", "Organizations", "Publicity", "Releases", "Books", "Authority", "Cooperation", "Intellectual Property", "Benefits", "Defined Terms", "Interests", "Binding Effects", "Existence", "Venues", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. If I have an existing Employee Proprietary Information and Inventions Agreement in place with the Company, then this Agreement supersedes and replaces that agreement effective as of the date this agreement is signed below, otherwise, this Agreement shall be effective as of the first day of my employment with the Company. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.", "references": ["Effective Dates", "Terms", "Brokers", "Vacations", "Solvency", "Severability", "Employment", "Approvals", "Sanctions", "Expenses", "Death", "Qualifications", "Consent To Jurisdiction", "Miscellaneous", "Amendments", "Base Salary", "Authority", "No Defaults", "Withholdings", "Forfeitures", "Books", "Capitalization", "Disability", "Anti-Corruption Laws", "Assignments", "Interpretations", "Consents", "Insurances", "Litigations", "Titles", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Restricted Subsidiaries of the Borrower) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm\u2019s length transaction with a Person not an Affiliate.", "references": ["Existence", "No Conflicts", "Confidentiality", "Definitions", "Authorizations", "Disclosures", "Authority", "Payments", "Amendments", "Tax Withholdings", "Assignments", "Brokers", "Vesting", "Death", "Governing Laws", "Terms", "Titles", "Non-Disparagement", "Venues", "Use Of Proceeds", "Financial Statements", "Positions", "Successors", "Terminations", "Employment", "Records", "Approvals", "Miscellaneous", "Publicity", "Litigations", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Altimmune may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.", "references": ["Defined Terms", "Solvency", "Vesting", "Applicable Laws", "Successors", "Anti-Corruption Laws", "Costs", "Organizations", "Payments", "Existence", "Remedies", "Books", "Capitalization", "Insurances", "Assignments", "Sales", "Definitions", "Construction", "Severability", "Effectiveness", "Death", "Brokers", "Publicity", "Enforceability", "Authority", "Waiver Of Jury Trials", "Duties", "Waivers", "Powers", "Binding Effects", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Any obligation of the Loan Parties under Section\u00a02.17 of the Credit Agreement to pay any additional amounts to, or indemnify, any Lender or Issuing Bank for any Taxes that are required to be withheld or deducted from payments made to any Lender or Issuing Bank or to pay for, or indemnify any Lender or Issuing Bank for, any Other Taxes (and obligations of any Lender or Issuing Bank to provide tax documentation under Section\u00a02.17(f)\u00a0of the Credit Agreement), shall apply mutatis mutandis , and without duplication, to each Guarantor (and Lender or Issuing Bank) with respect to this Guaranty and payments made hereunder.", "references": ["Representations", "Cooperation", "Waiver Of Jury Trials", "Successors", "Capitalization", "Construction", "General", "Venues", "Indemnifications", "Definitions", "Existence", "Remedies", "Submission To Jurisdiction", "Assignments", "No Defaults", "Litigations", "Liens", "Consents", "Authority", "Intellectual Property", "Assigns", "Disclosures", "Enforceability", "Costs", "Duties", "Notices", "Amendments", "Disability", "Further Assurances", "Specific Performance", "Taxes"], "gold": ["Taxes"]}
+{"input": "Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise dispo sed of other than pursuant to a Change in Control or as provided in Section 8.8. The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day on which the sale of such shares would not violate the Trading Compliance Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.", "references": ["Employment", "Use Of Proceeds", "No Conflicts", "Vacations", "Capitalization", "Effective Dates", "Withholdings", "Change In Control", "Further Assurances", "Disclosures", "Positions", "Consent To Jurisdiction", "Headings", "Miscellaneous", "Specific Performance", "Severability", "Solvency", "Representations", "Venues", "Tax Withholdings", "Expenses", "Authorizations", "Benefits", "Sanctions", "Compliance With Laws", "Sales", "Effectiveness", "Governing Laws", "Base Salary", "Interests", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of shares of Common Stock and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to federal, state and foreign securities law and margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the advice of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the Person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.", "references": ["General", "Forfeitures", "Liens", "Waiver Of Jury Trials", "Notices", "Vacations", "Representations", "Duties", "Binding Effects", "Change In Control", "Indemnifications", "Arbitration", "Intellectual Property", "Closings", "Specific Performance", "Death", "Erisa", "Withholdings", "Applicable Laws", "Defined Terms", "Successors", "Records", "Qualifications", "Sanctions", "Agreements", "Further Assurances", "Use Of Proceeds", "Counterparts", "Transactions With Affiliates", "Terms", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Seller hereby represents to Buyer and Agent that as of the date hereof and taking into account the terms of this Amendment Number Twelve, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Repurchase Document .", "references": ["Authority", "Entire Agreements", "Base Salary", "Interpretations", "Binding Effects", "Qualifications", "Liens", "Costs", "Effectiveness", "Positions", "Enforceability", "Existence", "Notices", "Successors", "Waivers", "Waiver Of Jury Trials", "Construction", "Counterparts", "Survival", "Further Assurances", "Participations", "Releases", "Benefits", "Records", "Expenses", "Remedies", "No Conflicts", "Powers", "Approvals", "Vacations", "Representations"], "gold": ["Representations"]}
+{"input": "Other than any consents that have already been obtained, no governmental consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by the Company or any of its Subsidiaries in connection with (a)\u00a0the execution, delivery or performance of this Agreement and the issuance of the Shares issued on the date hereof or (b)\u00a0the consummation of any of the transactions contemplated herein.", "references": ["Approvals", "General", "Organizations", "No Defaults", "Agreements", "Expenses", "Interests", "No Conflicts", "Powers", "Closings", "Brokers", "Authorizations", "Participations", "Capitalization", "Submission To Jurisdiction", "Compliance With Laws", "Releases", "Terms", "Anti-Corruption Laws", "Waivers", "Non-Disparagement", "Disability", "Definitions", "Adjustments", "Base Salary", "Miscellaneous", "Insurances", "Waiver Of Jury Trials", "Notices", "Publicity", "Consents"], "gold": ["Consents"]}
+{"input": "The Transactions (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b)\u00a0will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Significant Subsidiaries or any order of any Governmental Authority, (c)\u00a0will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Borrower or any of the Significant Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Significant Subsidiaries, and (d)\u00a0will not result in the creation or imposition of any Lien on any material amount of assets of the Borrower or any of the Significant Subsidiaries.", "references": ["Successors", "Approvals", "Books", "Integration", "Effective Dates", "Consent To Jurisdiction", "Closings", "Participations", "Powers", "No Defaults", "Waiver Of Jury Trials", "Indemnifications", "No Waivers", "Arbitration", "Confidentiality", "Sanctions", "Amendments", "Death", "Organizations", "Effectiveness", "Jurisdictions", "Notices", "Terms", "Waivers", "Employment", "Fees", "Liens", "Adjustments", "Binding Effects", "Interpretations", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Upon any cessation of her employment with the Company, Executive will be entitled only to such compensation and benefits as described in this Section \u00a01 . Upon any cessation of her employment for any reason, unless otherwise requested by the Company, Executive agrees to resign immediately from all officer and director positions she then holds with the Company and its affiliates, other than the Board of Directors of the Company.", "references": ["Consent To Jurisdiction", "Indemnity", "Cooperation", "Notices", "Counterparts", "Tax Withholdings", "No Conflicts", "Definitions", "Solvency", "Indemnifications", "Erisa", "Headings", "Use Of Proceeds", "Entire Agreements", "Adjustments", "Warranties", "Litigations", "Arbitration", "Severability", "Jurisdictions", "Participations", "Vacations", "Payments", "Closings", "Anti-Corruption Laws", "Financial Statements", "Fees", "No Waivers", "Expenses", "Brokers", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.", "references": ["Qualifications", "Indemnity", "Assigns", "Effective Dates", "Disclosures", "Waiver Of Jury Trials", "Agreements", "Compliance With Laws", "Adjustments", "Integration", "Erisa", "Applicable Laws", "Death", "Vesting", "Enforceability", "Binding Effects", "Solvency", "Severability", "Amendments", "Consents", "Miscellaneous", "Existence", "Indemnifications", "Titles", "Effectiveness", "Expenses", "Transactions With Affiliates", "Participations", "Remedies", "Records", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any invoice will be issued by Ampio together with the delivery of the Products to Daewoong and shall be paid by Daewoong within thirty (30) days upon receipt by Daewoong of such invoice and acceptance by Daewoong of the applicable Product shipment by wire transfer on a bank account designated by Ampio. All payments to Ampio shall be in US Dollars.", "references": ["Withholdings", "Successors", "No Conflicts", "Tax Withholdings", "Taxes", "Closings", "Enforcements", "Forfeitures", "Sanctions", "Amendments", "Insurances", "Authority", "Applicable Laws", "Brokers", "Definitions", "Modifications", "Vesting", "Organizations", "Entire Agreements", "Venues", "Integration", "Adjustments", "Titles", "Employment", "Interests", "Transactions With Affiliates", "Costs", "Vacations", "Erisa", "Terms", "Payments"], "gold": ["Payments"]}
+{"input": "This Pledge Agreement and each Pledge Joinder Agreement, together with the Credit Agreement and o ther Loan Documents, constitute and express the entire understanding between the parties hereto with respect to the subje ct matter hereof, and supersede all prior negotiations, agreements and understandings, inducements, commitments or conditions, express or implied, oral or written, except as herein contained.\u00a0\u00a0The express terms hereof and of the Pledge Joinder Agreements control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof and thereof.\u00a0\u00a0Neither this Pledge Agreement nor any Pledge Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered, modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other than as provided in the Credit Agreement.", "references": ["Enforcements", "Terms", "Defined Terms", "Benefits", "Specific Performance", "Integration", "Sanctions", "Governing Laws", "Costs", "Base Salary", "Insurances", "Jurisdictions", "Assigns", "Successors", "Anti-Corruption Laws", "Withholdings", "Closings", "Erisa", "Assignments", "Litigations", "Consent To Jurisdiction", "Severability", "Taxes", "No Defaults", "Publicity", "Definitions", "Expenses", "Interpretations", "Enforceability", "Venues", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Borrower will use the proceeds of the Loans and the Letters of Credit (a)\u00a0to refinance amounts outstanding under the Existing Credit Agreement and (b)\u00a0for other general corporate purposes of the Borrower and the Subsidiaries, including the repayment of debt, repurchase or redemption of the Borrower\u2019s common stock, working capital needs, capital expenditures and acquisitions.", "references": ["Authorizations", "Disclosures", "Survival", "Entire Agreements", "Insurances", "Binding Effects", "Counterparts", "Amendments", "Death", "Headings", "Withholdings", "Qualifications", "Positions", "Liens", "Sales", "Venues", "Waivers", "Waiver Of Jury Trials", "Specific Performance", "Arbitration", "Vacations", "Records", "Integration", "Further Assurances", "Tax Withholdings", "Change In Control", "Consent To Jurisdiction", "Duties", "Intellectual Property", "Terms", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "During the Employment Term (as hereinafter defined), the Executive agrees to be employed by and to serve the Company as its Senior Vice President, General Counsel, and the Company agrees to employ and retain Executive in such capacity. The Executive shall report directly to the Chief Executive Officer of the Company (the \u201cCEO\u201d).\u00a0 The Executive shall: (i) devote the Executive\u2019s entire business time, energy and skill to the affairs of the Company; (ii) faithfully, loyally, and industriously perform all duties incident to the position of Senior Vice President, General Counsel, as well as any other duties consistent with the stature and responsibility of the Executive's position as may from time to time be assigned by the CEO; and (iii) comply with the Company\u2019s policies in effect from time to time. Notwithstanding any provision herein to the contrary, Executive shall not be precluded from devoting reasonable periods of time required for serving as a member of one or more advisory boards or boards of directors of companies or organizations or engaging in other minor business activities, so long as such memberships or activities do not interfere with the performance of Executive's duties hereunder and are not directly or indirectly competitive with, nor contrary to, the business or other interests of the Company, subject to prior appro val by the CEO.", "references": ["Titles", "Benefits", "Amendments", "Survival", "Agreements", "Expenses", "Jurisdictions", "Subsidiaries", "Miscellaneous", "Positions", "Assigns", "Base Salary", "Waiver Of Jury Trials", "Further Assurances", "Litigations", "Costs", "Solvency", "Interests", "Authority", "Effective Dates", "Publicity", "Successors", "Enforceability", "Disability", "Modifications", "Vacations", "Construction", "Adjustments", "Tax Withholdings", "Duties", "Employment"], "gold": ["Employment"]}
+{"input": "Except as set forth in Schedule 4.2 , no Governmental Authorization is required to be obtained or made by or with respect to Shentel in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the Transactions.", "references": ["Closings", "Powers", "Compliance With Laws", "Jurisdictions", "Records", "Publicity", "Adjustments", "Participations", "Brokers", "Successors", "Enforceability", "Effectiveness", "Existence", "Non-Disparagement", "Costs", "Severability", "Applicable Laws", "Solvency", "Use Of Proceeds", "Disability", "Erisa", "Intellectual Property", "Interpretations", "Taxes", "Employment", "Consent To Jurisdiction", "Amendments", "Indemnifications", "Forfeitures", "Binding Effects", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The execution, delivery and performance of this Agreement and the Pre-Funded Warrants and Commitment Fee Warrants by the Company and the consummation by the Company of the transaction contemplated hereby (the issuance of the Securities), does and will not (i) result in a violation of the Company\u2019s Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or result, to the Company\u2019s knowledge, in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation of any term of or in default under its Articles or Certificate of Incorporation, any Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible violations, defaults, terminations or amendments that could not reasonably be expected to have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance, or regulation of any governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement, reporting obligations under the 1934 Act, or as required under the 1933 Act or applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof. Except for the reporting obligations under the 1934 Act, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the date hereof.", "references": ["Waivers", "Arbitration", "Releases", "Non-Disparagement", "Titles", "Use Of Proceeds", "Adjustments", "Terms", "General", "Indemnity", "Severability", "Jurisdictions", "Liens", "Effectiveness", "Solvency", "Intellectual Property", "Enforceability", "Modifications", "Submission To Jurisdiction", "Withholdings", "Vacations", "Headings", "Change In Control", "Expenses", "Payments", "Authorizations", "Miscellaneous", "Representations", "Sanctions", "Vesting", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Sixth Supplemental Indenture shall be operative and effective as of the date hereof.", "references": ["Submission To Jurisdiction", "Records", "Litigations", "Base Salary", "Integration", "Duties", "Representations", "Compliance With Laws", "Powers", "No Conflicts", "Sales", "Arbitration", "Employment", "Organizations", "Solvency", "Books", "Construction", "Indemnity", "Capitalization", "Severability", "Non-Disparagement", "Governing Laws", "Existence", "Expenses", "Headings", "Waivers", "Positions", "Benefits", "Enforceability", "Brokers", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "If an Event of Default shall occur and be continuing and subject to Article VI and the Collateral Trust Agreement, Collateral Trustee (or its designee) may, at the direction of the Required Secured Creditors, take any or all of the following actions for the duration of such Event of Default and subject to any then-existing third party rights: (a) declare the entire right, title and interest of such Assignor in and to all Intellectual Property, vested in Collateral Trustee for the benefit of the Secured Creditors, in which event such rights, title and interest shall immediately vest, in Collateral Trustee for the benefit of the Secured Creditors, and Collateral Trustee shall be entitled to exercise the power of attorney referred to in Section 9.18 to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable Governmental Authority; (b) take and use, practice under or sell the Intellectual Property and the right to carry on the business and use the assets of such Assignor in connection with which the Intellectual Property has been used; and (c) direct such Assignor to refrain, in which event such Assignor shall refrain, from using or practicing under the Intellectual Property in any manner whatsoever, directly or indirectly, and such Assignor shall execute such further documents that Collateral Trustee may reasonably request to further confirm this and to transfer ownership of the Intellectual Property to Collateral Trustee.", "references": ["Agreements", "Sanctions", "Tax Withholdings", "Insurances", "Indemnifications", "Base Salary", "No Defaults", "Closings", "Entire Agreements", "Compliance With Laws", "Publicity", "Capitalization", "Qualifications", "Intellectual Property", "Change In Control", "Terms", "Records", "Integration", "Benefits", "No Waivers", "Taxes", "Enforceability", "Consents", "Authority", "Jurisdictions", "Costs", "Terminations", "Headings", "Indemnity", "General", "Remedies"], "gold": ["Remedies"]}
+{"input": "The Company is covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable insurers of recognized financial responsibility, covering its properties, Assets and businesses against losses and risks normally insured against by other corporations or entities in the same or similar lines of businesses as the Company is engaged and in coverage amounts which are prudent and typically and reasonably carried by such other corporations or entities (the \u201c Insurance Policies \u201d). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. None of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. The Company has complied with the provisions of such Insurance Policies. The Company has not been refused any insurance coverage sought or applied for and the Company does not have any reason to believe that it will not be able to renew its existing Insurance Policies as and when such Insurance Policies expire or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company. There is no material claim pending under any Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Insurance Policies.", "references": ["Entire Agreements", "Positions", "Approvals", "Confidentiality", "Warranties", "No Conflicts", "Books", "Waiver Of Jury Trials", "Definitions", "Closings", "Withholdings", "Governing Laws", "Specific Performance", "Records", "Intellectual Property", "Venues", "Subsidiaries", "Successors", "Integration", "Costs", "Remedies", "Notices", "Representations", "Interests", "Compliance With Laws", "Existence", "Counterparts", "Releases", "Effective Dates", "Modifications", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by all of the parties hereto.", "references": ["Effective Dates", "Erisa", "Change In Control", "Warranties", "Binding Effects", "Indemnifications", "Defined Terms", "Death", "Taxes", "Interpretations", "Disclosures", "Disability", "Sanctions", "Costs", "Miscellaneous", "Jurisdictions", "Titles", "Brokers", "Financial Statements", "General", "Modifications", "Counterparts", "Venues", "Participations", "Expenses", "Terminations", "Qualifications", "Survival", "Compliance With Laws", "Waiver Of Jury Trials", "Amendments"], "gold": ["Amendments"]}
+{"input": "The actual day of Closing shall be mutually agreed to by the parties. If no such selection is timely made, the Closing shall be held on the Closing Deadline.", "references": ["Agreements", "Confidentiality", "Modifications", "Adjustments", "Disclosures", "Specific Performance", "Defined Terms", "Capitalization", "Warranties", "Sanctions", "No Waivers", "Waiver Of Jury Trials", "Forfeitures", "Anti-Corruption Laws", "Submission To Jurisdiction", "Consents", "Venues", "Vacations", "Effectiveness", "Fees", "Participations", "Brokers", "Authorizations", "Cooperation", "Survival", "Indemnifications", "Counterparts", "Authority", "Interests", "Erisa", "Closings"], "gold": ["Closings"]}
+{"input": "In the event that any Equity Restructuring including without limitation any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award; provided, however , that the Administrator will make such adjustments to an Award required by applicable exemptions to state or federal securities laws to the extent the Company is relying upon such exemption with respect to the Award.", "references": ["Agreements", "Entire Agreements", "Solvency", "Further Assurances", "Subsidiaries", "Titles", "Compliance With Laws", "Amendments", "Remedies", "Specific Performance", "Indemnity", "Records", "Litigations", "Confidentiality", "Headings", "Jurisdictions", "Insurances", "Anti-Corruption Laws", "Capitalization", "Brokers", "Intellectual Property", "Successors", "Tax Withholdings", "Arbitration", "Vacations", "Use Of Proceeds", "Terms", "Participations", "No Conflicts", "Definitions", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "Except as otherwise provided herein, all Claims must be submitted to arbitration (\u201c Arbitration \u201d) to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right provided for in Paragraph 5 below (the \u201c Appeal Right \u201d), the parties agree that the award of the arbitrator rendered pursuant to Paragraph 4 below (the \u201c Arbitration Award \u201d) shall be (a) final and binding upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys\u2019 fees, incurred in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Note (\u201c Default Interest \u201d)) (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.", "references": ["Use Of Proceeds", "Binding Effects", "Jurisdictions", "Consents", "Venues", "Books", "Compliance With Laws", "Disability", "Confidentiality", "Indemnifications", "Costs", "Authority", "Waivers", "Positions", "Successors", "Taxes", "Enforceability", "Notices", "Interests", "Qualifications", "Submission To Jurisdiction", "Enforcements", "Intellectual Property", "No Conflicts", "Subsidiaries", "Non-Disparagement", "Liens", "Closings", "Withholdings", "Disclosures", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Company shall pay or reimburse Executive for all reasonable, ordinary and necessary business expenses incurred or paid by Executive during the Term in the performance of Executive\u2019s services under this Agreement in accordance with the applicable policies and procedures of the Company as in effect from time to time, upon the presentation of proper expense statements or such other supporting documentation as the Company may reasonably require.", "references": ["Taxes", "Interests", "Cooperation", "Fees", "Base Salary", "Governing Laws", "Participations", "Remedies", "Intellectual Property", "Jurisdictions", "Applicable Laws", "Records", "Use Of Proceeds", "General", "Capitalization", "Sales", "No Defaults", "Submission To Jurisdiction", "Binding Effects", "Amendments", "Insurances", "Enforcements", "Financial Statements", "Adjustments", "Defined Terms", "Headings", "Enforceability", "Vacations", "Solvency", "Integration", "Expenses"], "gold": ["Expenses"]}
+{"input": "Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.", "references": ["Benefits", "Disclosures", "Further Assurances", "Integration", "Death", "Survival", "Compliance With Laws", "Erisa", "Non-Disparagement", "Organizations", "Counterparts", "Authority", "Costs", "Jurisdictions", "No Conflicts", "Vacations", "Approvals", "Consent To Jurisdiction", "Indemnifications", "Duties", "Waiver Of Jury Trials", "No Defaults", "General", "Venues", "Insurances", "Records", "Consents", "Vesting", "Miscellaneous", "Governing Laws", "Remedies"], "gold": ["Remedies"]}
+{"input": "For so long as the Rights are then redeemable, the Company and the Rights Agent may in their sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Plan in any respect without the approval of any holders of Rights or Common Stock. From and after the time that the Rights are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Plan without the approval of any holders of Rights (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable or cause this Plan again to become amendable as to an Acquiring Person or an Affiliate or Associate of an Acquiring Person, other than in accordance with this sentence; provided further, that the right of the Board to extend the Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer of the Company, which states that the proposed supplement or amendment is in compliance with the terms of this Section 26 , the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this Plan to the contrary, the Rights Agent shall not be required to execute any supplement or amendment to this Plan that it has determined would adversely affect its own rights, duties, obligations or immunities under this Plan. No supplement or amendment to this Plan shall be effective unless duly executed by the Rights Agent.", "references": ["Venues", "Qualifications", "Transactions With Affiliates", "Consents", "Applicable Laws", "Taxes", "Releases", "Assignments", "Publicity", "Approvals", "Change In Control", "Disclosures", "Enforceability", "Vesting", "Governing Laws", "Compliance With Laws", "Agreements", "Arbitration", "Interests", "Employment", "Remedies", "Binding Effects", "Specific Performance", "Base Salary", "Authority", "Vacations", "Powers", "Records", "Sales", "Definitions", "Amendments"], "gold": ["Amendments"]}
+{"input": "Neither party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder.", "references": ["Participations", "Defined Terms", "Terms", "General", "Assigns", "Definitions", "Consents", "Publicity", "Disability", "Financial Statements", "Agreements", "Forfeitures", "Expenses", "Interests", "Costs", "Indemnifications", "Authority", "Binding Effects", "Approvals", "Interpretations", "Vesting", "Further Assurances", "Releases", "Governing Laws", "Effective Dates", "Fees", "Brokers", "Non-Disparagement", "Withholdings", "Payments", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each Lender agrees that it will not disclose without the prior consent of the Borrowers (other than to its employees, its Subsidiaries, another Lender, an Affiliate of a Lender or to its auditors or counsel) any information with respect to the Credit Parties which is furnished pursuant to this Agreement or any of the other Loan Documents; provided that any Lender may disclose any such information (a) as has become generally available to the public or has been lawfully obtained by such Lender from any third party under no duty of confidentiality to any Credit Party; (b) as may be required or appropriate in any report, statement or testimony submitted to, or in respect to any inquiry, by, any municipal, state, provincial or federal regulatory body having or claiming to have jurisdiction over such Lender, including the Board of Governors of the Federal Reserve System of the United States, the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors; (c) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation; (d) in order to comply with any law, order, regulation, ruling or other requirement of law applicable to such Lender; and (e) to any prospective assignee or participant in accordance with Section 12.8 hereof.", "references": ["Further Assurances", "Costs", "Adjustments", "Successors", "Integration", "Fees", "Representations", "Capitalization", "Miscellaneous", "Survival", "No Conflicts", "Organizations", "Assigns", "Use Of Proceeds", "Employment", "Headings", "Financial Statements", "Indemnifications", "Applicable Laws", "Amendments", "Construction", "Effectiveness", "Duties", "Terms", "Waiver Of Jury Trials", "Assignments", "Sales", "Death", "Enforcements", "Disclosures", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "All determinations made and actions taken pursuant to the Plan shall be governed by the laws of Delaware \u00a0 and construed in accordance therewith.", "references": ["Modifications", "Powers", "Use Of Proceeds", "Terminations", "Duties", "Agreements", "Applicable Laws", "Existence", "Definitions", "Transactions With Affiliates", "Severability", "Closings", "Integration", "General", "Further Assurances", "Survival", "Litigations", "Subsidiaries", "Assignments", "Payments", "Insurances", "Erisa", "Enforceability", "Disability", "Specific Performance", "Qualifications", "Effectiveness", "Titles", "Compliance With Laws", "Adjustments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The agreements in this Section shall survive the resignation of any Agent or L/C Issuer, the assignment of any Commitment or Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["General", "Binding Effects", "Agreements", "Effectiveness", "Cooperation", "Entire Agreements", "Representations", "Non-Disparagement", "Integration", "No Defaults", "Organizations", "Indemnity", "Counterparts", "Closings", "Terms", "Existence", "Interpretations", "Liens", "Tax Withholdings", "Insurances", "Expenses", "Brokers", "Payments", "Withholdings", "Jurisdictions", "Taxes", "Specific Performance", "Enforceability", "Change In Control", "Intellectual Property", "Survival"], "gold": ["Survival"]}
+{"input": "No failure or delay on the part of the Administrative Agent, the Collateral Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between any Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent, the Collateral Agent or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent, the Collateral Agent or any Lender to any other or further action in any circumstances without notice or demand.", "references": ["Definitions", "Survival", "Existence", "Books", "Forfeitures", "Adjustments", "Venues", "Compliance With Laws", "Jurisdictions", "Warranties", "Vacations", "Applicable Laws", "Solvency", "Records", "Representations", "Assigns", "Interests", "Approvals", "Miscellaneous", "Interpretations", "Benefits", "Enforcements", "Counterparts", "Organizations", "Brokers", "Further Assurances", "No Conflicts", "Authority", "Costs", "Effective Dates", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Except with respect to Disclosed Matters, each Loan Party and each of its Subsidiaries is in compliance with all Laws, except for non-compliance which would not reasonably be expected to have a Material Adverse Effect.", "references": ["Tax Withholdings", "Terminations", "Specific Performance", "Employment", "Closings", "Successors", "Duties", "Binding Effects", "Agreements", "Terms", "Further Assurances", "Brokers", "Death", "Books", "Change In Control", "Sales", "Applicable Laws", "Positions", "Indemnity", "Liens", "Subsidiaries", "Litigations", "Authorizations", "Confidentiality", "Consents", "Submission To Jurisdiction", "Fees", "Miscellaneous", "Taxes", "Severability", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Compensation Committee (as defined in the Plan) may withhold delivery of shares of Common Stock upon vesting until you make satisfactory arrangements to pay any withholding, transfer or other taxes due with respect to the vesting or distribution of the Performance Units and the issuance of the underlying shares of Common Stock. You are responsible for the payment of all taxes applicable to any income realized upon the distribution of the shares of Common Stock after vesting of the Performance Units. Unless you provide written notice to the Company at least ninety (90) days prior to the vesting of the Performance Units that you will settle your tax obligation by paying cash, or unless otherwise determined by the Company in its sole discretion, the Company shall withhold and cancel a sufficient number of shares of Common Stock that would be otherwise issuable upon vesting of the Performance Units to satisfy any applicable tax withholding requirement or such other statutorily permissible amount, with the fair market value of such Common Stock for such purposes equal to the closing price per share of Common Stock as generally reported on the Nasdaq Stock Market (or such other exchange or market where the Common Stock is trading) on the date of distribution of the shares of Common Stock. If you elect to settle your tax obligation by paying cash, and do not make timely payment of your tax withholding obligation by cash or check by the date of distribution of the shares of Common Stock, the Company may, in its sole discretion, withhold and cancel a sufficient number of shares of Common Stock that would be otherwise issuable upon vesting of the Performance Units to satisfy your tax withholding obligation or other statutorily permissible amount in the manner set forth in this Section 13.", "references": ["Miscellaneous", "Jurisdictions", "Specific Performance", "General", "Assigns", "Duties", "Death", "No Defaults", "Expenses", "Base Salary", "Solvency", "Modifications", "Records", "Defined Terms", "Adjustments", "Change In Control", "Sales", "Remedies", "Enforceability", "Assignments", "Authorizations", "Disability", "Indemnifications", "Financial Statements", "Closings", "Books", "Enforcements", "Capitalization", "Benefits", "Venues", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile signature and delivered by electronic transmission.", "references": ["Venues", "Disability", "Forfeitures", "Survival", "Applicable Laws", "Approvals", "Publicity", "Fees", "Severability", "Disclosures", "Sales", "Headings", "Arbitration", "Amendments", "Litigations", "Payments", "Change In Control", "Titles", "Consents", "Miscellaneous", "Insurances", "Powers", "Jurisdictions", "Consent To Jurisdiction", "Specific Performance", "Brokers", "Transactions With Affiliates", "Non-Disparagement", "Notices", "Death", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The rights and remedies of the Guaranteed Parties expressly set forth in this Guaranty and the other Credit Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise. No failure or delay on the part of any Guaranteed Party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any Default or Event of Default. No course of dealing between any of the Guarantors and the Guaranteed Parties or their agents or employees shall be effective to amend, modify or discharge any provision of this Guaranty or any other Credit Document or to constitute a waiver of any Default or Event of Default. No notice to or demand upon any Guarantor in any case shall entitle such Guarantor or any other Guarantor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of any Guaranteed Party to exercise any right or remedy or take any other or further action in any circumstances without notice or demand.", "references": ["Base Salary", "General", "Adjustments", "Duties", "Effectiveness", "Expenses", "Binding Effects", "Approvals", "Transactions With Affiliates", "Fees", "Intellectual Property", "Death", "Sales", "Assigns", "Notices", "Venues", "Forfeitures", "Qualifications", "Entire Agreements", "Further Assurances", "Consent To Jurisdiction", "Construction", "Benefits", "Definitions", "Interpretations", "Consents", "Publicity", "Terms", "Governing Laws", "Existence", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan, the Grant Agreement and these Performance Units to the extent that it would be lawful to do so, and Mattel would not, in connection with this Grant Agreement, be in breach of the laws of any jurisdiction to which the Holder may be subject. The Holder shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the Holder in the Plan shall be on the basis of a warranty by the Holder that the Holder may lawfully so participate without Mattel being in breach of the laws of any such jurisdiction.", "references": ["Consent To Jurisdiction", "Anti-Corruption Laws", "Headings", "Sanctions", "Fees", "Payments", "Use Of Proceeds", "Waivers", "Enforcements", "Publicity", "Subsidiaries", "Records", "Binding Effects", "Non-Disparagement", "Confidentiality", "Authority", "Counterparts", "Approvals", "Base Salary", "Vesting", "Construction", "Terminations", "Insurances", "General", "Notices", "Submission To Jurisdiction", "Expenses", "Employment", "Cooperation", "Jurisdictions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All notices, requests and demands and other communications to or upon the Agent or any Pledgor hereunder shall be effected in the manner provided for in Section 8.2 of the Note Purchase Agreement; provided that any notice, request, demand or other communication to the Pledgor shall be addressed to the Pledgor at its address on the signature page to this Agreement. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).", "references": ["Terms", "Governing Laws", "Tax Withholdings", "Assignments", "Transactions With Affiliates", "Adjustments", "Fees", "Cooperation", "Withholdings", "Binding Effects", "Headings", "Vesting", "Benefits", "Non-Disparagement", "Effectiveness", "Miscellaneous", "Closings", "Sanctions", "Intellectual Property", "Positions", "Definitions", "Participations", "Indemnifications", "Change In Control", "Books", "Counterparts", "Enforceability", "Interests", "Compliance With Laws", "Solvency", "Notices"], "gold": ["Notices"]}
+{"input": "All notices or other communications required or permitted hereunder shall be in writing and delivered personally, by facsimile or .pdf file, by overnight courier, or by certified, registered or express mail, postage prepaid, and shall be deemed given when so delivered personally, or when so received by facsimile, .pdf, or courier, or if mailed. three (3) calendar days after the date of mailing to the following addresses or to such other address as any party shall notify the other party (as provided above) from time to time.", "references": ["Payments", "Insurances", "Organizations", "Waiver Of Jury Trials", "Compliance With Laws", "Agreements", "Cooperation", "Qualifications", "Non-Disparagement", "Venues", "Positions", "Erisa", "Governing Laws", "Jurisdictions", "Further Assurances", "Waivers", "Transactions With Affiliates", "Construction", "Severability", "Duties", "Base Salary", "Solvency", "Benefits", "Tax Withholdings", "Litigations", "Authority", "Taxes", "No Defaults", "Definitions", "Participations", "Notices"], "gold": ["Notices"]}
+{"input": "THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS REPURCHASE AGREEMENT.", "references": ["Litigations", "Base Salary", "General", "Insurances", "Terminations", "Releases", "Definitions", "Governing Laws", "Organizations", "Benefits", "Consents", "Death", "Erisa", "Headings", "Modifications", "Severability", "Construction", "Authorizations", "No Defaults", "Amendments", "Expenses", "Confidentiality", "Approvals", "Publicity", "Transactions With Affiliates", "Interpretations", "Assignments", "Notices", "Miscellaneous", "Sales", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Guarantor and its Subsidiaries have filed all Federal income tax returns and all other tax returns that are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by any of them, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on the books of Guarantor and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of Guarantor, adequate.", "references": ["Transactions With Affiliates", "Books", "Expenses", "Anti-Corruption Laws", "Notices", "Solvency", "Sanctions", "Existence", "Submission To Jurisdiction", "Specific Performance", "Vacations", "Enforceability", "No Conflicts", "No Defaults", "Applicable Laws", "Subsidiaries", "Participations", "Miscellaneous", "Survival", "Indemnity", "Consent To Jurisdiction", "Powers", "Waivers", "Insurances", "Organizations", "Definitions", "Positions", "Qualifications", "Arbitration", "Consents", "Taxes"], "gold": ["Taxes"]}
+{"input": "During the Employment Period, the Executive shall be entitled to at least twenty (20) days of paid time off annually, scheduled in a manner reasonably acceptable to the Company.", "references": ["Survival", "Capitalization", "Miscellaneous", "Effectiveness", "Consent To Jurisdiction", "Use Of Proceeds", "Transactions With Affiliates", "Agreements", "Interpretations", "Remedies", "Arbitration", "Existence", "Costs", "No Conflicts", "Applicable Laws", "Participations", "Benefits", "Headings", "Payments", "Erisa", "Death", "Positions", "Insurances", "Modifications", "Indemnifications", "Authority", "Closings", "Disability", "Expenses", "Counterparts", "Vacations"], "gold": ["Vacations"]}
+{"input": "All notices and other required communications under this Agreement (\u201c Notices \u201d) shall be in writing, and shall be sent to a party at the address set forth below such party\u2019s signature block below. A party may change its address by sending Notice to the other party of the new address. Notices shall be given: (a) by personal delivery to the other party; (b) by facsimile, with a confirmation sent by registered or certified mail, return receipt requested; (c) by registered or certified mail, return receipt requested; or (d) by express courier (e.g., FedEx). Notices shall be effective and shall be deemed delivered: (i) if by personal delivery, on the date of the personal delivery; (ii) if by facsimile, on the date stated in the electronic confirmation, delivered during normal business hours (8:00 a.m. to 5:00 p.m. at recipient\u2019s location), and, if not delivered during normal business hours, on the next business day following delivery; (iii) if solely by mail, on the date of receipt as stated on the return receipt; or (iv) if by express courier, on the date signed for or rejected as reflected in the courier\u2019s delivery log.", "references": ["Miscellaneous", "Definitions", "Capitalization", "Effective Dates", "Duties", "Litigations", "Death", "Payments", "Disability", "Remedies", "Jurisdictions", "Approvals", "Successors", "General", "Adjustments", "Cooperation", "Fees", "Warranties", "Titles", "Assigns", "Authorizations", "Books", "Entire Agreements", "Survival", "Effectiveness", "Subsidiaries", "Arbitration", "Waivers", "Vesting", "Releases", "Notices"], "gold": ["Notices"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.\u00a0 Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Loan, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.", "references": ["General", "Vesting", "Agreements", "Positions", "Tax Withholdings", "Indemnity", "Anti-Corruption Laws", "Compliance With Laws", "Enforceability", "Survival", "Submission To Jurisdiction", "Records", "Solvency", "Costs", "Adjustments", "Expenses", "Vacations", "Assigns", "Indemnifications", "Base Salary", "Construction", "Benefits", "Consents", "Modifications", "Consent To Jurisdiction", "Disclosures", "Erisa", "Approvals", "Applicable Laws", "Sales", "Warranties"], "gold": ["Warranties"]}
+{"input": "Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party\u2019s signature to the Notice or at such other address as such party may designate in writing from time to time to the other party.", "references": ["Use Of Proceeds", "General", "Construction", "Indemnifications", "Death", "Integration", "Representations", "Confidentiality", "Vacations", "No Conflicts", "Benefits", "Enforcements", "Modifications", "Arbitration", "Waivers", "Counterparts", "Intellectual Property", "Amendments", "Expenses", "Definitions", "Successors", "Sales", "Governing Laws", "Qualifications", "Insurances", "Organizations", "Base Salary", "Compliance With Laws", "Financial Statements", "Headings", "Notices"], "gold": ["Notices"]}
+{"input": "This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. The parties hereto intend that delivery may be effected by electronic (PDF) transmission and that a PDF copy which has been executed by the transmitting party shall constitute an original.", "references": ["Records", "Powers", "Interpretations", "Enforceability", "Assigns", "Disability", "Publicity", "Insurances", "Adjustments", "Agreements", "Headings", "Jurisdictions", "Litigations", "Arbitration", "Death", "Titles", "Existence", "Use Of Proceeds", "No Waivers", "Costs", "Payments", "Notices", "Liens", "Integration", "Miscellaneous", "Waivers", "Non-Disparagement", "No Conflicts", "Intellectual Property", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Parties agree Executive may revoke the Agreement at will within seven (7) days after he executes the Agreement (the \u201c Revocation Period \u201d) by giving written notice of revocation to Company. Such notice must be delivered to James Patton, and must actually be received by him at or before the above-referenced seven-day deadline. The Agreement may not be revoked after the expiration of the seven-day deadline. In the event that Executive revokes the Agreement within the Revocation Period, this Agreement shall not be effective or enforceable, and all rights and obligations hereunder shall be void and of no effect. Assuming that Executive does not revoke this Agreement within the Revocation Period, the effective date of this Agreement (the \u201c Effective Date \u201d) shall be the eighth (8 th ) day after the day on which Executive executes this Agreement.", "references": ["Assigns", "Representations", "Interests", "Existence", "Definitions", "Terms", "Financial Statements", "Interpretations", "Consents", "Qualifications", "Applicable Laws", "Adjustments", "Death", "Indemnifications", "Defined Terms", "Authority", "Notices", "Organizations", "No Defaults", "Participations", "Waiver Of Jury Trials", "Capitalization", "Costs", "Arbitration", "Use Of Proceeds", "Erisa", "Remedies", "Fees", "Consent To Jurisdiction", "Non-Disparagement", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "AWS shall defend, indemnify and hold Company and its authorized representatives (including the Authorized Dealers), and its respective directors, officers, stockholders, employees and agents, harmless against all claims, suits, proceedings, costs, damages, losses and expenses (including reasonable attorneys\u2019 fees) and judgments incurred, claimed or sustained by Company or such persons arising out of: (i) claims by third parties that Company\u2019s use of the AWS Licensed Marks in accordance with this Agreement constitutes trademark, service mark or trade dress infringement (or infringement of any other intellectual property or other proprietary right owned by a third party), dilution, unfair competition, misappropriation or false/misleading advertising; (ii) any third party claims as to the lack of validity or enforceability of (A) the registrations of the AWS Licensed Marks or (B) AWS\u2019 ownership rights in the AWS Licensed Marks; and (iii) any lack of validity or enforceability of this Agreement caused by AWS. Subject to AWS\u2019 indemnification obligations in the previous sentence, Company shall defend, indemnify and hold AWS, its Affiliates and authorized representatives, and their respective directors, officers, stockholders, employees and agents, harmless against all claims, suits, proceedings, costs, damages and judgments incurred, claimed or sustained by third parties, whether for personal injury or otherwise, arising out of Company\u2019s or any Authorized Dealer\u2019s marketing, sale, or use of services under the AWS Licensed Marks and shall indemnify AWS and the foregoing persons for all damages, losses, costs and expenses (including reasonable attorneys\u2019 fees) arising out of such use, sale or marketing and also for any improper or unauthorized use of the AWS Licensed Marks. Company shall also defend, indemnify and hold AWS, its Affiliates and authorized representatives, and their respective directors, officers, stockholders, employees and agents, harmless against all claims, suits, proceedings, costs, damages, losses and expenses (including reasonable attorneys\u2019 fees) and judgments incurred, claimed or sustained by AWS, and such persons arising out of any lack of validity or enforceability of this Agreement caused by Company.", "references": ["Anti-Corruption Laws", "Notices", "Disability", "Consent To Jurisdiction", "Capitalization", "Base Salary", "Further Assurances", "Records", "Intellectual Property", "Interpretations", "General", "Benefits", "Defined Terms", "Closings", "Authorizations", "Consents", "No Defaults", "Litigations", "Forfeitures", "Cooperation", "Entire Agreements", "Payments", "Terminations", "Solvency", "Publicity", "Approvals", "Duties", "No Conflicts", "Counterparts", "Non-Disparagement", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The Agent shall have received (i) all fees required to be paid to them by the U.S. Borrower and the Canadian Borrower mutually agreed prior to the Incremental Amendment No. 3 Effective Date and (ii) all out-of-pocket expenses (including the reasonable documented fees and expenses of external legal counsel) for which invoices have been presented to such Borrowers at least two days prior to the Incremental Amendment No. 3 Effective Date.", "references": ["Records", "Tax Withholdings", "Titles", "Survival", "Disclosures", "Notices", "Powers", "Withholdings", "Capitalization", "Assigns", "Specific Performance", "Litigations", "Indemnity", "Compliance With Laws", "Binding Effects", "Sanctions", "Further Assurances", "Authorizations", "Participations", "Submission To Jurisdiction", "Brokers", "Authority", "Vacations", "Cooperation", "Representations", "Subsidiaries", "Waiver Of Jury Trials", "Successors", "No Waivers", "General", "Fees"], "gold": ["Fees"]}
+{"input": "File or cause to be filed all federal, state and other material tax returns and reports that are required to be filed and pay all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property, and all other material Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than (i)\u00a0any the amount or validity of which are being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP are provided on the books of the relevant Group Member or (ii)\u00a0where the failure to do so could not reasonably be expected to have a Material Adverse Effect).", "references": ["Qualifications", "Disability", "Jurisdictions", "Change In Control", "Benefits", "Counterparts", "Agreements", "Transactions With Affiliates", "Venues", "Fees", "Entire Agreements", "Interpretations", "Effective Dates", "Waiver Of Jury Trials", "Cooperation", "Miscellaneous", "Compliance With Laws", "Existence", "Adjustments", "Defined Terms", "Binding Effects", "Sales", "Closings", "Withholdings", "Effectiveness", "Sanctions", "Base Salary", "Vesting", "Assigns", "Costs", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Amendment shall become effective on the date on which the Effective Time occurs. In the event the Merger Agreement is terminated by the parties thereto without the transactions contemplated thereby having been consummated, this Amendment shall be deemed null and void ad initio .", "references": ["Taxes", "Books", "No Defaults", "Duties", "No Conflicts", "Enforceability", "Non-Disparagement", "Vesting", "Anti-Corruption Laws", "Jurisdictions", "Compliance With Laws", "Erisa", "Venues", "Disability", "Publicity", "Applicable Laws", "Cooperation", "Vacations", "Further Assurances", "Fees", "Benefits", "Enforcements", "Qualifications", "Disclosures", "Binding Effects", "Terminations", "Liens", "Miscellaneous", "Financial Statements", "Interests", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The Company and Seller each agrees to do such things, perform such acts and make, execute, acknowledge and deliver such documents as may be reasonably necessary and customary to complete the transactions contemplated by this Agreement. In particular, without limitation, each of Seller and the Company shall (i) reasonably cooperate with and make themselves available to the Placement Agent to support its marketing efforts to prospective Purchasers, and (ii) do such things as may be reasonably necessary to effect the transfer of the Shares as contemplated herein.", "references": ["Interests", "Cooperation", "Compliance With Laws", "Modifications", "Applicable Laws", "Indemnity", "Erisa", "Powers", "Effectiveness", "Disclosures", "Vesting", "Interpretations", "Disability", "Positions", "Closings", "Counterparts", "Vacations", "Authority", "Participations", "Tax Withholdings", "Remedies", "Terms", "Consents", "Employment", "Death", "No Defaults", "Severability", "Organizations", "Titles", "Payments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "There is no Action pending or, to Sellers\u2019 Knowledge, threatened, that affects or, if successful, would reasonably be expected to be materially adverse to the Purchased Assets or that, if successful, would reasonably be expected to result in restraining, enjoining or otherwise preventing the completion by any Seller of the Contemplated Transactions. There is no outstanding Order of any Governmental Authority against any Seller arising out of or relating to the Purchased Assets or that would reasonably be expected to be materially adverse to the Purchased Assets or that would reasonably be expected to result in restraining, enjoining or otherwise preventing the completion by any Seller of the Contemplated Transactions.", "references": ["Specific Performance", "Books", "Vacations", "Death", "Enforcements", "Counterparts", "Anti-Corruption Laws", "Enforceability", "Waivers", "Survival", "Miscellaneous", "Closings", "Solvency", "Use Of Proceeds", "Capitalization", "Headings", "Titles", "Venues", "Effectiveness", "Forfeitures", "Assigns", "Erisa", "Expenses", "Notices", "No Defaults", "Assignments", "Compliance With Laws", "Consent To Jurisdiction", "Costs", "Base Salary", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Amendment No.\u00a01, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment No.\u00a01 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment No.\u00a01 shall constitute a \u201cLoan Document\u201d for all purposes of the Credit Agreement and each of the other Loan Documents. This Amendment No.\u00a01 does not extinguish any indebtedness or liabilities outstanding in connection with the Credit Agreement or any other Loan Documents, nor does it constitute a novation with respect thereto.", "references": ["Non-Disparagement", "Agreements", "Titles", "Waiver Of Jury Trials", "Use Of Proceeds", "Consent To Jurisdiction", "Participations", "Terms", "Further Assurances", "Defined Terms", "Disclosures", "Applicable Laws", "Insurances", "Vesting", "Powers", "Death", "General", "Brokers", "Duties", "Releases", "Employment", "Compliance With Laws", "Sanctions", "Jurisdictions", "Counterparts", "Assigns", "Indemnifications", "Waivers", "Indemnity", "Subsidiaries", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This AGREEMENT may be executed in several counterparts, and shall be effective when so executed by all PARTIES identified below and thereupon shall constitute one agreement, binding on all PARTIES hereto, notwithstanding that all PARTIES are not signatory to the original or the same counterpart.", "references": ["Construction", "Powers", "Notices", "Indemnifications", "Participations", "Remedies", "Base Salary", "Effectiveness", "Transactions With Affiliates", "Governing Laws", "Waivers", "Adjustments", "Organizations", "Terminations", "Binding Effects", "No Conflicts", "Defined Terms", "Further Assurances", "Use Of Proceeds", "Records", "Disclosures", "Terms", "Erisa", "Authority", "Representations", "Consents", "Intellectual Property", "Modifications", "Publicity", "Cooperation", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Upon the death of Executive, the Company shall, within thirty (30) days of receiving notice of such death, pay Executive's estate all salary and other compensation hereunder, then due and payable and all accrued vacation pay and bonuses, if any, in each case payable or accrued through the date of death. In addition, the Company shall pay Executive's estate, at the time or times otherwise payable under the terms of this Agreement, all salary and accrued benefits that would have been payable hereunder by the Company to Executive during the one-year period immediately following Executive's death. Any payment due under this Section 4.1 may be funded by one or more policies of life insurance to be purchased by the Company and which provide for a benefit in the amount payable to Executive as beneficiary under such policy or policies equal to that due Executive under this Section. In the event the Company purchases such policy or policies and thereafter maintains such policy or policies in continuous and full force and effect during the term hereof, then Executive agrees to look solely to such policy or policies for payment of any amount due hereunder; provided, however, that in the event the Company does not purchase such policy or policies and thereafter maintain such policy or policies in continuous and full force and effect during term hereof, then the Company shall be directly and fully obligated to Executive for such payment.", "references": ["Assignments", "Disclosures", "Benefits", "Erisa", "Integration", "Approvals", "Consents", "Survival", "Change In Control", "Non-Disparagement", "Amendments", "Submission To Jurisdiction", "Existence", "Defined Terms", "Closings", "Representations", "Warranties", "Costs", "Jurisdictions", "Employment", "Qualifications", "Agreements", "Liens", "No Conflicts", "Insurances", "Anti-Corruption Laws", "Further Assurances", "Arbitration", "Authorizations", "Confidentiality", "Death"], "gold": ["Death"]}
+{"input": "Unless otherwise required by applicable law, the Company shall, by 8:30 a.m. (New York City time) on the second Trading Day immediately following the first and Final Closing hereunder, issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including the Transaction Documents as exhibits thereto to the extent required by law. The Company shall not publicly disclose the name of the Subscriber, or include the name of any Subscriber in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of the Subscriber, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC; and (b) to the extent such disclosure is required by law, in which case the Company shall provide the Subscriber with prior notice of such disclosure permitted under this clause (b).", "references": ["Litigations", "Warranties", "Sales", "Successors", "Vacations", "Specific Performance", "Remedies", "Enforcements", "Entire Agreements", "Sanctions", "Confidentiality", "Applicable Laws", "Further Assurances", "Insurances", "Disclosures", "Terminations", "Assignments", "Amendments", "Taxes", "Powers", "Financial Statements", "Qualifications", "Employment", "Books", "Benefits", "Fees", "Approvals", "Binding Effects", "No Waivers", "Waiver Of Jury Trials", "Publicity"], "gold": ["Publicity"]}
+{"input": "Notwithstanding any provisions of this Article\u00a0IX to the contrary, each of the Parties acknowledges and agrees that the Transactions are unique and that remedies at law, including monetary damages, will be inadequate in the event of a breach by it in the performance of its obligations under this Agreement. Accordingly, the Parties agree that in the event of any such breach, the non-breaching Party shall (subject to any defenses available to the breaching Party other than the possible adequacy of remedies at law) be entitled to a decree of specific performance pursuant to which the breaching Party is ordered to affirmatively carry out its obligations under this Agreement, subject to the conditions of this Agreement. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by the non-breaching Party and the non-breaching Party expressly reserves any and all rights and remedies available to the non-breaching Party at law or in equity in the event of any breach or default by the breaching Party under this Agreement. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The Parties acknowledge that in the absence of a waiver, a bond or undertaking may be required by a court and the Parties hereby waive any such requirement of such a bond or undertaking.", "references": ["Consents", "Further Assurances", "Disclosures", "Records", "Capitalization", "Warranties", "Assignments", "Positions", "Confidentiality", "Survival", "Forfeitures", "Liens", "Interests", "Participations", "Binding Effects", "Publicity", "Non-Disparagement", "Expenses", "Benefits", "Consent To Jurisdiction", "No Waivers", "Counterparts", "Representations", "Applicable Laws", "Authorizations", "Venues", "Insurances", "Use Of Proceeds", "Organizations", "Notices", "Remedies"], "gold": ["Remedies"]}
+{"input": "At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, and subject to compliance with Section 409A, in no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (a) the 15 th day of the third month following the end of the calendar year in which the applicable portion of the Restricted Stock Unit vests; and (b) the 15 th day of the third month following the end of the Company\u2019s fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company shall, in accordance with the applicable Award Agreement and subject to Section 10.4(f), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Common Stock as determined by the Administrator, subject to Section 3.2.", "references": ["Vesting", "Modifications", "Terms", "Adjustments", "Authority", "Defined Terms", "Sanctions", "Approvals", "Agreements", "Counterparts", "Successors", "Non-Disparagement", "Releases", "Liens", "Jurisdictions", "Employment", "Insurances", "Specific Performance", "Assignments", "Arbitration", "Expenses", "Indemnity", "Headings", "Venues", "No Conflicts", "Capitalization", "Terminations", "Tax Withholdings", "Notices", "Qualifications", "Payments"], "gold": ["Payments"]}
+{"input": "To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax.\u00a0 If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the IRS or any other Governmental Authority, or the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section\u00a08.14. The agreements in this Section\u00a08.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.", "references": ["Integration", "Terminations", "Approvals", "Counterparts", "Authorizations", "Representations", "Expenses", "Enforcements", "Participations", "Capitalization", "Transactions With Affiliates", "Organizations", "Further Assurances", "Waiver Of Jury Trials", "Non-Disparagement", "Remedies", "Releases", "Change In Control", "Titles", "Base Salary", "Vesting", "Existence", "Interpretations", "Terms", "Confidentiality", "Assignments", "Venues", "Sales", "Solvency", "Positions", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "If any term, covenant, condition or provision of this Agreement or the application thereof to any circumstance shall be invalid or unenforceable to any extent, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law. The parties further agree that a court is expressly authorized to modify any unenforceable provision of this Agreement by making such modifications as it deems warranted to carry out the intent and agreement of the parties hereto, which is to enforce the Agreement to the maximum extent permitted by law.", "references": ["Vesting", "Effectiveness", "Amendments", "Venues", "Compliance With Laws", "Effective Dates", "Applicable Laws", "Interests", "Enforcements", "Capitalization", "Notices", "Existence", "Costs", "Erisa", "Indemnity", "Miscellaneous", "Payments", "Governing Laws", "Headings", "Successors", "Definitions", "Closings", "Duties", "Withholdings", "Base Salary", "Sales", "Brokers", "Transactions With Affiliates", "Subsidiaries", "Death", "Severability"], "gold": ["Severability"]}
+{"input": "(a)\u00a0\u00a0Subject to Section\u00a02.14(f) below, any and all payments by the Borrower hereunder or under the Notes, if any, shall be made, in accordance with Section\u00a02.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender and the Designated Agent, taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Designated Agent, as the case may be, is organized or any political subdivision thereof, (ii) in the case of each Lender and the Designated Agent, taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, imposed on its income, and franchise taxes imposed on it by the jurisdiction of such Lender\u2019s Applicable Lending Office or any political subdivision thereof or by any other jurisdiction in which such Lender or the Designated Agent, as the case may be, is doing business that is unrelated to this Agreement, (iii) in the case of a Lender and the Designated Agent, U.S. federal withholding taxes imposed on amounts payable to or for the account of such recipient with respect to an applicable interest in this Agreement, an Advance or a Commitment pursuant to a law in effect on the date on which (A) such recipient acquires such interest in this Agreement, Advance or Commitment, or (B) such recipient changes its lending office, except in each case to the extent that, pursuant to this Section\u00a02.14, amounts with respect to such taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto, were payable either to such recipient\u2019s assignor immediately before such Lender or the Designated Agent became a party hereto or to such Lender or the Designated Agent immediately before it changed its lending office, and (iv)\u00a0in the case of each Lender and the Designated Agent or other recipient of payments hereunder, any withholding taxes imposed under FATCA (all such excluded taxes, levies, imposts, deductions, charges and liabilities being referred to as \u201c Excluded Taxes \u201d, and all taxes levies, imposts, deductions, charges, withholdings and liabilities that are not Excluded Taxes being referred to as \u201c Taxes \u201d). Subject to Section\u00a02.14(f) below, if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Designated Agent, as the case may be, (i) the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (including deductions of Taxes applicable to additional sums payable under this Section\u00a02.14) such Lender or the Designated Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.", "references": ["Consents", "Vacations", "Disability", "Litigations", "Positions", "Indemnity", "Definitions", "Powers", "Cooperation", "Defined Terms", "Notices", "Compliance With Laws", "Withholdings", "Closings", "Assignments", "Integration", "Entire Agreements", "Expenses", "Records", "Interpretations", "Interests", "Representations", "Sanctions", "Duties", "Existence", "Construction", "Qualifications", "General", "Books", "Brokers", "Taxes"], "gold": ["Taxes"]}
+{"input": "All obligations of the Company under the Performance Award program shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, or consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.", "references": ["Fees", "Records", "Financial Statements", "Effective Dates", "Forfeitures", "Liens", "Consent To Jurisdiction", "Waivers", "Miscellaneous", "Severability", "Cooperation", "Construction", "Survival", "Definitions", "Withholdings", "Vesting", "Subsidiaries", "Closings", "Integration", "Tax Withholdings", "General", "Change In Control", "Positions", "Enforceability", "Approvals", "Governing Laws", "Interests", "Amendments", "Qualifications", "Authority", "Successors"], "gold": ["Successors"]}
+{"input": "Interest hereunder computed at the Alternate Base Rate shall be computed on the basis of a year of 365 or 366 (as applicable) days and for the actual number of days elapsed.\u00a0 All other fees and interest hereunder shall be computed on the bases of a year of 360 days and for the actual number of days elapsed.\u00a0 If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Revolving Interest Rate during such extension.", "references": ["Integration", "Books", "Confidentiality", "Effectiveness", "Waivers", "Solvency", "Anti-Corruption Laws", "Construction", "No Defaults", "Benefits", "Sales", "Disability", "Payments", "Amendments", "Submission To Jurisdiction", "Liens", "Entire Agreements", "Records", "Financial Statements", "Cooperation", "Non-Disparagement", "Arbitration", "Assigns", "Duties", "Use Of Proceeds", "Interests", "Indemnifications", "Costs", "Authority", "Sanctions", "Fees"], "gold": ["Fees"]}
+{"input": "The information furnished in writing by or on behalf of any Loan Party to the Lenders in connection with the negotiation, execution and delivery of this Agreement or any other Loan Document does not contain any material misstatements of fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.", "references": ["Specific Performance", "Payments", "Agreements", "Fees", "Participations", "Use Of Proceeds", "Waiver Of Jury Trials", "Waivers", "Authority", "Interests", "Tax Withholdings", "Erisa", "Approvals", "Closings", "Terms", "Liens", "Transactions With Affiliates", "Subsidiaries", "Brokers", "Venues", "Solvency", "Indemnifications", "Compliance With Laws", "Employment", "Effective Dates", "Warranties", "Construction", "Further Assurances", "General", "No Waivers", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff, but without waiver thereof. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day (unless otherwise expressly provided herein), and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Authorizations", "Defined Terms", "Publicity", "Applicable Laws", "Payments", "Vesting", "Brokers", "Cooperation", "Fees", "Solvency", "Venues", "Capitalization", "Sales", "Integration", "Definitions", "Submission To Jurisdiction", "Adjustments", "Closings", "Qualifications", "Base Salary", "Employment", "Further Assurances", "Waivers", "No Conflicts", "Vacations", "Releases", "Modifications", "Consent To Jurisdiction", "Representations", "Severability", "General"], "gold": ["General"]}
+{"input": "The Company and its Subsidiaries, on a consolidated basis, are Solvent.", "references": ["Confidentiality", "No Defaults", "Sanctions", "Closings", "Definitions", "Records", "Liens", "Compliance With Laws", "Consent To Jurisdiction", "Authority", "Capitalization", "Warranties", "Participations", "Assigns", "Effectiveness", "Forfeitures", "Fees", "Terms", "Adjustments", "Successors", "Disclosures", "Interests", "Litigations", "Indemnity", "Subsidiaries", "Remedies", "Use Of Proceeds", "Expenses", "Intellectual Property", "Withholdings", "Solvency"], "gold": ["Solvency"]}
+{"input": "All representations and warranties made in this Agreement or any other Loan Document will survive the execution and delivery of this Agreement, and no investigation by the Agent, any Lender or any Issuing Bank or any closing will affect the representations and warranties or the right of the Agent, the Lenders and the Issuing Banks to rely upon them.", "references": ["Change In Control", "Vesting", "Taxes", "Participations", "Sanctions", "Vacations", "Books", "Submission To Jurisdiction", "Effectiveness", "Further Assurances", "Definitions", "Miscellaneous", "Authority", "Authorizations", "Financial Statements", "Applicable Laws", "Compliance With Laws", "No Defaults", "No Waivers", "Fees", "Defined Terms", "Titles", "Assignments", "Interpretations", "Specific Performance", "Capitalization", "Use Of Proceeds", "Organizations", "Headings", "Liens", "Warranties"], "gold": ["Warranties"]}
+{"input": "In consideration of the mutual promises and covenants made herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company and Corporate Guarantors hereby agree to fully, finally and forever release and forever discharge and covenant not to sue Buyer, and/or any other Buyer Indemnified Parties from any and all Claims, debts, fees, attorneys\u2019 fees, liens, costs, expenses, damages, sums of money, accounts, bonds, bills, covenants, promises, judgments, charges, demands, causes of action, suits, Proceedings, liabilities, expenses, Obligations or Contracts of any kind whatsoever, whether in law or in equity, whether asserted or unasserted, whether known or unknown, fixed or contingent, under statute or otherwise, from the beginning of time through the Effective Date, including, without limiting the generality of the foregoing, any and all Claims relating to or arising out of any financing transactions, credit facilities, debentures, security agreements, and other agreements including each of the Transaction Documents, entered into by the Company and the Corporate Guarantors with Buyer and any and all Claims that the Company and the Corporate Guarantors do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect their decision to enter into this Agreement or the related Transaction Documents.", "references": ["Amendments", "Solvency", "Subsidiaries", "Vacations", "Compliance With Laws", "Interests", "Authority", "Enforceability", "Disability", "Sanctions", "No Defaults", "Payments", "Duties", "Tax Withholdings", "Assignments", "Litigations", "Consent To Jurisdiction", "Taxes", "Approvals", "Benefits", "Representations", "Headings", "Defined Terms", "Anti-Corruption Laws", "Indemnifications", "Waivers", "Non-Disparagement", "Participations", "Erisa", "Governing Laws", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \u201c Term \u201d).", "references": ["Insurances", "Releases", "Anti-Corruption Laws", "Arbitration", "Records", "Further Assurances", "Books", "Adjustments", "Binding Effects", "Amendments", "Financial Statements", "Enforcements", "Use Of Proceeds", "Authority", "Severability", "Sales", "Base Salary", "Forfeitures", "Powers", "Authorizations", "Vesting", "Applicable Laws", "Successors", "Interpretations", "Brokers", "Effective Dates", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Liens", "Disclosures", "Terms"], "gold": ["Terms"]}
+{"input": "All payments made pursuant to this agreement will be subject to withholding of applicable income and employment taxes.", "references": ["Entire Agreements", "Effective Dates", "Arbitration", "Modifications", "Litigations", "Positions", "Employment", "Releases", "Indemnity", "Vacations", "Benefits", "Base Salary", "Death", "Intellectual Property", "Effectiveness", "Counterparts", "Definitions", "No Waivers", "Cooperation", "Payments", "Books", "Financial Statements", "Interpretations", "No Defaults", "Existence", "Terminations", "Forfeitures", "Insurances", "Severability", "Enforceability", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Each Member may, at any time, assign, sell, alienate, transfer pledge or hypothecate its interest in this Agreement in whole or in part, including the right to receive any payments to be made pursuant to this Agreement, to any Person, provided , however, that no Member may assign, sell, pledge, or otherwise alienate or transfer any interest in this Agreement, including the right to receive any Tax Benefit Payments under this Agreement, to any Person without such Person executing and delivering a Joinder agreeing to succeed to the applicable portion of such Member\u2019s interest in this Agreement and to become a Party for all purposes of this Agreement (the \u201c Joinder Requirement \u201d). For the avoidance of doubt, if a Member transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such Member shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units. The Corporation may not assign any of its rights or obligations under this Agreement to any Person without the prior written consent of the Member Representative (and any purported assignment without such consent shall be null and void).", "references": ["Transactions With Affiliates", "Financial Statements", "Benefits", "Consents", "Forfeitures", "Miscellaneous", "Agreements", "Closings", "Capitalization", "Applicable Laws", "Liens", "Notices", "Participations", "Enforcements", "Venues", "Authorizations", "Existence", "Withholdings", "Warranties", "Payments", "Assigns", "No Waivers", "Disability", "Interpretations", "Fees", "Expenses", "Titles", "Arbitration", "Cooperation", "Records", "Assignments"], "gold": ["Assignments"]}
+{"input": "Immediately after giving effect to the Transactions, the Borrower and its Subsidiaries (when taken as a whole on a consolidated basis) will be solvent (as determined in the manner contemplated by Section\u00a03.14 of the Amended Credit Agreement).", "references": ["Employment", "Litigations", "Subsidiaries", "Terms", "Venues", "Applicable Laws", "Change In Control", "Interests", "No Waivers", "Authorizations", "Enforceability", "Construction", "Definitions", "Warranties", "Indemnifications", "Books", "Costs", "Terminations", "Duties", "Records", "No Defaults", "Use Of Proceeds", "Sales", "Submission To Jurisdiction", "Enforcements", "Expenses", "Participations", "Severability", "Remedies", "General", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Grantors shall reimburse the Administrative Agent for its expenses in accordance with Section 10.5 of the Credit Agreement, the terms of which shall apply as if each Grantor were a Borrower thereunder. Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.", "references": ["Further Assurances", "Enforceability", "Compliance With Laws", "Financial Statements", "No Conflicts", "Waivers", "Erisa", "Death", "Notices", "Indemnifications", "Records", "Vesting", "Remedies", "Defined Terms", "Venues", "Authorizations", "Disclosures", "Vacations", "Assigns", "Employment", "Miscellaneous", "Non-Disparagement", "Confidentiality", "Enforcements", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Use Of Proceeds", "Terminations", "Litigations", "Organizations", "Expenses"], "gold": ["Expenses"]}
+{"input": "Emmaus is duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Emmaus of this Agreement, and the consummation by Emmaus of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Emmaus.\u00a0\u00a0This Agreement has been duly executed and delivered by Emmaus and constitutes the valid and binding obligation of Emmaus, enforceable against Emmaus in accordance with its terms.", "references": ["Releases", "Survival", "Taxes", "Successors", "Arbitration", "Miscellaneous", "Capitalization", "Remedies", "Cooperation", "Costs", "Transactions With Affiliates", "Brokers", "Entire Agreements", "Base Salary", "Applicable Laws", "Disability", "Assigns", "Anti-Corruption Laws", "Litigations", "Waivers", "Vesting", "Interpretations", "Organizations", "Agreements", "Warranties", "Representations", "Binding Effects", "Governing Laws", "Enforcements", "Participations", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute, a novation. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Effective Date: (a)\u00a0all references in the \u201cLoan Documents\u201d (as defined in the Existing Credit Agreement) to the \u201cAdministrative Agent\u201d, the \u201cCredit Agreement\u201d and the \u201cLoan Documents\u201d shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b)\u00a0the \u201cCommitments\u201d (as defined in the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth on Schedule 2.01, (c) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender\u2019s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender\u2019s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflect such Lender\u2019s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Effective Date, (d)\u00a0the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans (including the \u201cEurodollar Loans\u201d under the Existing Credit Agreement) and such reallocation described above, in each case to the extent requested by such Lender and on the terms and in the manner set forth in Section\u00a02.16 hereof and (e)\u00a0as a result of the preceding clause (c), the revolving loans and term loans previously made to the Borrower by each Departing Lender under the Existing Credit Agreement which remain outstanding as of the date of this Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon and any losses, costs and expenses incurred by such Departing Lender under Section\u00a02.16 of the Existing Credit Agreement), each Departing Lender\u2019s \u201cCommitments\u201d under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder.", "references": ["Withholdings", "Jurisdictions", "Waiver Of Jury Trials", "Agreements", "Submission To Jurisdiction", "Subsidiaries", "Adjustments", "Effective Dates", "Benefits", "Sales", "Definitions", "Use Of Proceeds", "No Defaults", "Vesting", "Representations", "Severability", "Venues", "Construction", "Survival", "Confidentiality", "Remedies", "Disclosures", "Assignments", "Duties", "Authority", "Employment", "Specific Performance", "Tax Withholdings", "Approvals", "Sanctions", "Amendments"], "gold": ["Amendments"]}
+{"input": "Subject to the supervision of the Board, all rights and powers to manage and control the day-to-day business and affairs of the Company and its Subsidiaries shall be vested in the Advisor. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company and its Subsidiaries to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the Charter.", "references": ["Solvency", "Titles", "Interests", "Terminations", "Transactions With Affiliates", "Taxes", "Litigations", "Sanctions", "Approvals", "No Defaults", "Existence", "Brokers", "Binding Effects", "Death", "Consent To Jurisdiction", "Capitalization", "Anti-Corruption Laws", "Books", "Erisa", "Miscellaneous", "Amendments", "Non-Disparagement", "Intellectual Property", "Duties", "Benefits", "Notices", "Costs", "Disability", "Withholdings", "Assigns", "General"], "gold": ["General"]}
+{"input": "The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Kentucky as at the time in effect.", "references": ["Further Assurances", "Taxes", "Assigns", "Books", "Disability", "Powers", "Representations", "Releases", "Intellectual Property", "Specific Performance", "Arbitration", "Non-Disparagement", "Vesting", "Payments", "Remedies", "Subsidiaries", "Cooperation", "Definitions", "Withholdings", "Notices", "Duties", "Survival", "Fees", "Submission To Jurisdiction", "Qualifications", "Jurisdictions", "Consents", "Construction", "Agreements", "Entire Agreements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders (or, in the case of an amendment to or wavier of the second sentence of Section 12 adversely affecting the rights of holders of Preferred Stock, the holders of two-thirds of the outstanding shares of Preferred Stock then outstanding). Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Purchaser and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities.", "references": ["No Waivers", "Vacations", "Solvency", "Transactions With Affiliates", "Interests", "Modifications", "Defined Terms", "Insurances", "Duties", "Payments", "Successors", "Counterparts", "Disability", "Specific Performance", "Death", "Construction", "Governing Laws", "Books", "Consent To Jurisdiction", "Authorizations", "Costs", "No Conflicts", "No Defaults", "Titles", "Benefits", "Intellectual Property", "Records", "Qualifications", "Headings", "Taxes", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement, together with the Exhibits hereto (which are incorporated herein by reference), and the other Transaction Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein (or in the Exhibits hereto or the other Transaction Documents) has been made or relied upon by either party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto and the other Persons referenced in Article VII any rights or remedies hereunder.", "references": ["Notices", "Terminations", "Indemnifications", "Publicity", "Duties", "Sanctions", "Enforcements", "Costs", "Titles", "Financial Statements", "Arbitration", "Payments", "Remedies", "Disability", "Withholdings", "Enforceability", "Amendments", "Definitions", "Venues", "Litigations", "Agreements", "Survival", "Confidentiality", "Successors", "Interpretations", "Transactions With Affiliates", "Integration", "Vesting", "Anti-Corruption Laws", "Sales", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 shares of Common Stock, par value of $0.0001 per share, of which approximately 10,664,610 shares of Common Stock are issued and outstanding, and 5,000,000 shares of preferred stock, par value $0.00001 per share, of which none are issued and outstanding. Except as set forth on Schedule 4.3 , the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Liens", "Authorizations", "Applicable Laws", "Specific Performance", "Assigns", "Effectiveness", "Closings", "Integration", "Base Salary", "Representations", "Amendments", "Remedies", "Disclosures", "Expenses", "Arbitration", "Change In Control", "Non-Disparagement", "Litigations", "Books", "Fees", "Interests", "Venues", "General", "Transactions With Affiliates", "Anti-Corruption Laws", "Payments", "Vacations", "Participations", "Confidentiality", "Assignments", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The guaranty under this Section \u00a011 is a continuing and irrevocable guaranty of the applicable Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Full Payment of the Guaranteed Obligations and any other amounts payable under this Section \u00a011 . Notwithstanding the foregoing, the guaranty under this Section \u00a011 shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor is made, or the Agent or any Lender exercises its right of setoff, in respect of the applicable Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Insolvency Proceeding or otherwise, all as if such payment had not been made or such setoff had not occurred and whether the Agent or any Lender is in possession of or has released the guaranty hereunder and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section \u00a011.9 shall survive termination of the guaranty hereunder.", "references": ["Interests", "Interpretations", "Miscellaneous", "Authority", "Solvency", "Closings", "Construction", "Adjustments", "Powers", "Further Assurances", "Forfeitures", "Enforcements", "Vesting", "Subsidiaries", "Costs", "Erisa", "Releases", "Compliance With Laws", "Modifications", "Effectiveness", "Amendments", "Consents", "Approvals", "Applicable Laws", "Publicity", "Severability", "Survival", "Intellectual Property", "Definitions", "Successors", "Terminations"], "gold": ["Terminations"]}
+{"input": "Each Party to this Agreement shall comply with all applicable laws and regulations relating to the Products and their respective performance under this Agreement.", "references": ["Organizations", "Forfeitures", "Remedies", "Counterparts", "Subsidiaries", "Specific Performance", "Base Salary", "Construction", "Warranties", "Notices", "Enforceability", "No Waivers", "Representations", "Erisa", "General", "Interpretations", "Disability", "Sales", "Vacations", "Tax Withholdings", "Insurances", "Indemnity", "No Defaults", "Further Assurances", "Severability", "Existence", "Participations", "Authority", "Waivers", "Arbitration", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.", "references": ["Use Of Proceeds", "Interpretations", "Assignments", "Effectiveness", "No Conflicts", "Forfeitures", "Disability", "Change In Control", "Notices", "Litigations", "Remedies", "Vesting", "Capitalization", "Benefits", "Submission To Jurisdiction", "Adjustments", "Specific Performance", "Taxes", "Base Salary", "Subsidiaries", "Counterparts", "Fees", "Payments", "Publicity", "Duties", "Entire Agreements", "Terminations", "Governing Laws", "Interests", "Expenses", "Erisa"], "gold": ["Erisa"]}
+{"input": "All notices thereunder shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile transmission, sent by overnight courier service, or sent by United States mail, return receipt requested. Such notices shall be deemed to have been given: (a) if delivered in person, on the date of delivery; (b) if delivered by facsimile transmission, on the date of transmission if transmitted by 5:00 p.m. (local time, Omaha, Nebraska) on a business day or, if not, on the next succeeding business day; provided that a copy of such notice is also sent the same day as the facsimile transmission by any other means permitted herein; (c) if delivered by overnight courier, on the date that delivery is first attempted; or (d) if by United States mail, on the earlier of two (2) business days after depositing in the United States mail, postage prepaid and properly addressed, or the date delivery is first attempted. Notices shall be addressed as set forth as set forth on the signature page hereof, or to such other address as the party to whom such notice is intended shall have previously designated by written notice to the serving party. Notices shall be deemed effective upon receipt.", "references": ["Amendments", "Brokers", "Waivers", "Agreements", "Participations", "Death", "Interests", "Remedies", "Assignments", "Tax Withholdings", "Vacations", "Disclosures", "Defined Terms", "Arbitration", "Definitions", "Enforcements", "Solvency", "Fees", "Headings", "Sales", "Liens", "Litigations", "Closings", "Non-Disparagement", "No Conflicts", "Waiver Of Jury Trials", "Terms", "Positions", "Binding Effects", "Approvals", "Notices"], "gold": ["Notices"]}
+{"input": "Except as otherwise provided herein, all capitalized terms used herein without definition shall have the meanings contained in the Credit Agreement.", "references": ["Withholdings", "Fees", "Consent To Jurisdiction", "No Defaults", "Effectiveness", "Death", "Employment", "Effective Dates", "Enforceability", "Binding Effects", "Approvals", "Subsidiaries", "Specific Performance", "Headings", "Brokers", "Applicable Laws", "Modifications", "Disclosures", "Waivers", "Compliance With Laws", "Closings", "Insurances", "Positions", "Terms", "Solvency", "Duties", "Tax Withholdings", "Adjustments", "Governing Laws", "Disability", "Definitions"], "gold": ["Definitions"]}
+{"input": "Notwithstanding anything above to the contrary, the Extension Option is personal to the Original Lessee and may be exercised only by the Original Lessee executing the Lease while occupying the entire Premises and may not be exercised or be assigned, voluntarily or involuntarily, by any person or entity other than the Original Lessee. The Extension Option is not assignable separate and apart from the Lease, nor may the Extension Option be separated from the Lease in any manner, either by reservation or otherwise. Lessee shall have no right to exercise the Extension Option, notwithstanding any provision of the grant of the Extension Option to the contrary, and Lessee\u2019s exercise of the Extension Option may, at Lessor\u2019s option, be nullified by Lessor and deemed of no further force or effect, if Lessee shall be in default under the terms of the Lease after the expiration of applicable cure periods as of Lessee\u2019s exercise of the Extension Option or at any time after the exercise of the Extension Option and prior to the commencement of the Option Term.", "references": ["Fees", "Powers", "General", "Payments", "Venues", "Erisa", "Specific Performance", "Authorizations", "Interpretations", "Expenses", "Governing Laws", "Counterparts", "Authority", "Enforceability", "Waivers", "Insurances", "Integration", "Warranties", "Litigations", "Base Salary", "Modifications", "Change In Control", "Participations", "Non-Disparagement", "Agreements", "Amendments", "Taxes", "Titles", "Capitalization", "Death", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCQB (or other applicable trading market), or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however , that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCQB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof).", "references": ["Cooperation", "Successors", "Enforceability", "General", "Erisa", "Miscellaneous", "Binding Effects", "Assignments", "Adjustments", "Base Salary", "Sanctions", "Indemnity", "Jurisdictions", "Intellectual Property", "Duties", "Anti-Corruption Laws", "Compliance With Laws", "Titles", "Consent To Jurisdiction", "Disability", "Approvals", "Financial Statements", "Participations", "Litigations", "Further Assurances", "Records", "Consents", "Severability", "Employment", "Defined Terms", "Publicity"], "gold": ["Publicity"]}
+{"input": "This Agreement may be executed in one or more counterparts (including by facsimile or electronic transmission in .pdf, .tiff or any similar format), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.", "references": ["Modifications", "Books", "Assignments", "Capitalization", "Waiver Of Jury Trials", "Organizations", "Terms", "Expenses", "Erisa", "Vacations", "Base Salary", "Further Assurances", "Financial Statements", "Transactions With Affiliates", "Employment", "Death", "Costs", "Definitions", "Sanctions", "Survival", "Solvency", "Binding Effects", "Disclosures", "Tax Withholdings", "No Waivers", "Consents", "No Defaults", "Non-Disparagement", "Enforcements", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All other conditions for Advances set forth in this Agreement shall have been fulfilled, including, without limitation, those set forth in Sections 20, 21 and 22 .", "references": ["Existence", "Enforcements", "Assignments", "Successors", "Authority", "Subsidiaries", "Withholdings", "Terms", "Duties", "Tax Withholdings", "Consent To Jurisdiction", "Benefits", "Non-Disparagement", "Vacations", "Liens", "Participations", "Jurisdictions", "Effective Dates", "Taxes", "Remedies", "Entire Agreements", "Compliance With Laws", "Expenses", "Brokers", "Employment", "Headings", "Agreements", "Sales", "Indemnity", "Qualifications", "General"], "gold": ["General"]}
+{"input": "Each of the Investors, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party to this Agreement may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable in monetary damages. It is accordingly agreed that the Investors or any Investor, on the one hand, and the Company, on the other hand (the \u201c Moving Party \u201d), shall each be entitled to specific enforcement of, and injunctive or other equitable relief to prevent any violation of, the terms of this Agreement, and the other Party to this Agreement will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available, and irrevocably waives any requirement for the Moving Party to post any bond in connection with any such action. This paragraph 9 is not the exclusive remedy for any violation of this Agreement.", "references": ["Records", "Positions", "Employment", "Effectiveness", "Releases", "Defined Terms", "Change In Control", "Enforceability", "Terminations", "Use Of Proceeds", "Forfeitures", "Consent To Jurisdiction", "Death", "Duties", "Compliance With Laws", "Non-Disparagement", "No Defaults", "Disclosures", "Existence", "Payments", "Books", "Subsidiaries", "Participations", "No Conflicts", "Qualifications", "Brokers", "Sales", "Headings", "Agreements", "Disability", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Each party hereto agrees that, from time to time after the Closing Date, it will execute and deliver, or cause its Affiliates to execute and deliver, such further instruments, and take (or cause its Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement.", "references": ["No Conflicts", "Insurances", "Sales", "Survival", "Arbitration", "Costs", "Interests", "Duties", "Employment", "Expenses", "Enforceability", "Adjustments", "Litigations", "Non-Disparagement", "Taxes", "Intellectual Property", "Agreements", "Base Salary", "Consents", "No Waivers", "Counterparts", "Venues", "Effective Dates", "Liens", "Fees", "Waivers", "Jurisdictions", "Disclosures", "Effectiveness", "Vacations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement, together with the Merger Agreement and Voting Agreement, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.", "references": ["Approvals", "Insurances", "Publicity", "No Conflicts", "Vacations", "Assigns", "Intellectual Property", "Severability", "Closings", "Fees", "Organizations", "Indemnifications", "Litigations", "Erisa", "Titles", "Powers", "Governing Laws", "Successors", "Miscellaneous", "Definitions", "Cooperation", "Terminations", "Benefits", "Liens", "Interpretations", "General", "Non-Disparagement", "Waiver Of Jury Trials", "Sales", "Warranties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Award Agreement shall be binding upon and inure to the benefit of the Company and the Recipient and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in this Award Agreement.", "references": ["Interpretations", "Approvals", "Qualifications", "Further Assurances", "Costs", "Releases", "Effective Dates", "Waivers", "Powers", "Sanctions", "Non-Disparagement", "Terms", "Change In Control", "Brokers", "Taxes", "Books", "No Conflicts", "Solvency", "Positions", "Financial Statements", "Tax Withholdings", "Entire Agreements", "Titles", "Agreements", "Adjustments", "Counterparts", "Subsidiaries", "Definitions", "Assigns", "Notices", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "You agree that upon the reasonable request of the Company or its Affiliates following the Separation Date, you shall use reasonable efforts to assist and cooperate with the Company or its Affiliates in connection with the defense or prosecution of any claim that may be made against or by the Company or its Affiliates, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company or its Affiliates, including any proceedings before any arbitral, administrative, regulatory, judicial, legislative or other body or agency.\u00a0 You will be entitled only to reimbursement for any reasonable out-of-pocket expenses (including travel expenses) incurred in connection with providing such assistance.", "references": ["Liens", "Integration", "Terms", "No Waivers", "Vesting", "Jurisdictions", "Employment", "Specific Performance", "Indemnifications", "Definitions", "Change In Control", "Sanctions", "Authority", "Warranties", "Disability", "Effectiveness", "Closings", "Counterparts", "Assigns", "Severability", "No Conflicts", "General", "Titles", "Subsidiaries", "Further Assurances", "Powers", "Enforceability", "Agreements", "Arbitration", "Waivers", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The actual term of this Lease (as the same may be extended or earlier terminated in accordance with this Lease, the \" Term \") shall commence on August 2, 2018 (the \" Commencement Date \") and end on August 2, 2033, subject to extension or earlier termination of this Lease as provided herein.", "references": ["Change In Control", "Construction", "Headings", "Use Of Proceeds", "Titles", "Indemnifications", "Defined Terms", "Agreements", "Interests", "Entire Agreements", "Powers", "Compliance With Laws", "Qualifications", "Sales", "Integration", "Anti-Corruption Laws", "Terminations", "Records", "Venues", "Solvency", "Specific Performance", "Governing Laws", "Survival", "Releases", "Intellectual Property", "Organizations", "Miscellaneous", "Disclosures", "Submission To Jurisdiction", "Fees", "Terms"], "gold": ["Terms"]}
+{"input": "(a)\u00a0In the event that title to any Mortgaged Property is acquired on behalf of the Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x)\u00a0in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer or (y)\u00a0in such manner as is required pursuant to the terms of any related Participation Agreement. The Special Servicer, on behalf of the Relevant Parties in Interest, shall dispose of any REO Property as soon after acquiring it as is practicable and feasible in a manner consistent with the Servicing Standard and as so advised by TRTX in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property for the Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.", "references": ["Participations", "Positions", "Waivers", "Change In Control", "Financial Statements", "Releases", "Consent To Jurisdiction", "Disability", "Fees", "Governing Laws", "Entire Agreements", "Vacations", "Modifications", "Publicity", "No Waivers", "Disclosures", "Authorizations", "Costs", "Base Salary", "Duties", "Further Assurances", "Litigations", "Assignments", "Solvency", "Enforcements", "Qualifications", "Vesting", "Assigns", "Miscellaneous", "Terms", "Titles"], "gold": ["Titles"]}
+{"input": "Notwithstanding anything in this Agreement to the contrary, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 6.9 of the Separation and Distribution Agreement and the requirements of applicable Law.", "references": ["Consents", "Titles", "Withholdings", "Participations", "Approvals", "Employment", "Taxes", "Litigations", "Assignments", "Construction", "Sales", "Waiver Of Jury Trials", "Authorizations", "Books", "Definitions", "Vacations", "Use Of Proceeds", "Sanctions", "Forfeitures", "Counterparts", "Disclosures", "Brokers", "Anti-Corruption Laws", "Successors", "Amendments", "Existence", "Compliance With Laws", "Change In Control", "Consent To Jurisdiction", "Organizations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Executive shall be entitled to participate in all group health and other insurance programs and all other fringe benefits (including vacation) and retirement plans (including any 40l(k) plan) or other compensatory plans that the Company may hereafter elect to make available to its executives generally on terms no less favorable than those provided to other executives generally, provided Executive meets the qualifications therefor. This Agreement shall not require the Company to establish any such program or plan.", "references": ["Consents", "Applicable Laws", "Entire Agreements", "Cooperation", "Enforceability", "Modifications", "Erisa", "General", "Successors", "Use Of Proceeds", "Sales", "Interpretations", "Powers", "Brokers", "Positions", "Miscellaneous", "No Conflicts", "Effective Dates", "Records", "Counterparts", "Representations", "Fees", "Duties", "Notices", "Releases", "Taxes", "No Defaults", "Warranties", "Jurisdictions", "Employment", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Note Parties and their Subsidiaries have conducted their business 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 applicable jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Laws.", "references": ["Indemnifications", "Jurisdictions", "Waivers", "Capitalization", "Base Salary", "Releases", "Integration", "Taxes", "Terms", "Authorizations", "Withholdings", "Amendments", "Further Assurances", "Litigations", "Entire Agreements", "Duties", "Effectiveness", "Definitions", "Employment", "Costs", "Tax Withholdings", "Remedies", "Change In Control", "Waiver Of Jury Trials", "Confidentiality", "Financial Statements", "Records", "Survival", "Consent To Jurisdiction", "Representations", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "If an Event of Default shall have occurred and be continuing, the Agent, without any other notice to or demand upon the Borrower, shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code of the State and of such jurisdiction and any additional rights and remedies as may be provided to a secured party in any jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral, and for that purpose the Agent may, so far as the Borrower can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Agent may in its discretion require the Borrower to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Borrower\u2019s principal office(s) or at such other locations as the Agent may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Agent shall give to the Borrower at least ten (10) Business Days prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Borrower hereby acknowledges that ten (10) Business Days prior written notice of such sale or sales shall be reasonable notice. In addition, the Borrower waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Agent\u2019s rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.", "references": ["Notices", "Cooperation", "Effectiveness", "Terms", "Employment", "Interests", "Defined Terms", "Erisa", "Severability", "Applicable Laws", "Organizations", "Financial Statements", "Amendments", "Agreements", "Litigations", "Interpretations", "Sanctions", "Indemnifications", "Vesting", "Costs", "Forfeitures", "Headings", "Duties", "Consent To Jurisdiction", "Further Assurances", "Assigns", "Confidentiality", "Assignments", "Powers", "Modifications", "Remedies"], "gold": ["Remedies"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) which (i)\u00a0adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)\u00a0could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Liens", "Waivers", "Definitions", "Modifications", "Insurances", "Counterparts", "Survival", "Binding Effects", "Erisa", "Releases", "Closings", "Amendments", "Employment", "Warranties", "Enforceability", "Withholdings", "Terminations", "No Conflicts", "Costs", "Further Assurances", "Anti-Corruption Laws", "Positions", "Remedies", "Expenses", "Capitalization", "Base Salary", "Subsidiaries", "Notices", "Existence", "Solvency", "Litigations"], "gold": ["Litigations"]}
+{"input": "All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. Except as may be set forth in the SEC Reports, 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.", "references": ["Indemnity", "Jurisdictions", "Closings", "Miscellaneous", "Further Assurances", "Expenses", "Successors", "Defined Terms", "Modifications", "Notices", "Non-Disparagement", "Governing Laws", "Vacations", "Arbitration", "Capitalization", "Books", "Adjustments", "Counterparts", "Use Of Proceeds", "Anti-Corruption Laws", "No Waivers", "Liens", "Financial Statements", "Payments", "Severability", "Binding Effects", "Tax Withholdings", "Enforceability", "Assigns", "Employment", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Company reserves the right to amend or terminate the Plan at any time, by providing at least ninety (90) days advance written notice to each Participant; provided that no such amendment that has the effect of reducing or diminishing the right of any Participant will be effective without the written consent of such Participant.", "references": ["Indemnity", "Qualifications", "No Waivers", "Subsidiaries", "Counterparts", "Terms", "Effective Dates", "Warranties", "Taxes", "Tax Withholdings", "Assignments", "Definitions", "No Conflicts", "Withholdings", "Positions", "Defined Terms", "Waivers", "Headings", "Waiver Of Jury Trials", "Adjustments", "Liens", "Further Assurances", "Powers", "Books", "Terminations", "Integration", "Modifications", "Sanctions", "Change In Control", "Publicity", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Borrower (i) shall keep its records concerning the Pool Receivables at the address of such Borrower or the address of Herc set forth on Schedule V and keep its \u201clocation\u201d (as defined in the UCC) in the State set forth in Section 1(j) of Exhibit III or, upon at least thirty (30) days prior written notice of a proposed change to the Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent to protect and perfect the ownership and security interest of the Administrative Agent, the Managing Agents or the Lenders in the Pool Receivables and related items (including the other Collateral) have been taken and completed; and (ii) shall provide the Administrative Agent with at least thirty (30) days prior written notice of any change in either Borrower\u2019s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Borrowers shall take all such actions reasonably requested by the Administrative Agent to protect and perfect the interest of the Lender Groups in the Pool Receivables and other Collateral; each notice to the Administrative Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Borrowers shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).", "references": ["Modifications", "Integration", "Representations", "Litigations", "Authorizations", "No Defaults", "Releases", "Participations", "Indemnity", "Compliance With Laws", "Organizations", "Consents", "Taxes", "Liens", "Payments", "Base Salary", "Benefits", "Counterparts", "Severability", "Duties", "Terms", "Vesting", "Further Assurances", "Intellectual Property", "Applicable Laws", "Insurances", "No Conflicts", "Agreements", "Fees", "Remedies", "Records"], "gold": ["Records"]}
+{"input": "The principal balance of each 2018 Term Loan Advance shall bear interest thereon from such Advance Date at the 2018 Term Loan Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed.\u00a0 The 2018 Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time.", "references": ["Waivers", "Tax Withholdings", "Definitions", "No Defaults", "Sanctions", "Liens", "Assignments", "Warranties", "Submission To Jurisdiction", "Withholdings", "Severability", "Compliance With Laws", "Subsidiaries", "Consent To Jurisdiction", "Brokers", "Capitalization", "Modifications", "Binding Effects", "Notices", "Sales", "Expenses", "Authorizations", "Headings", "Arbitration", "Vesting", "Disclosures", "Further Assurances", "Enforceability", "Base Salary", "No Conflicts", "Interests"], "gold": ["Interests"]}
+{"input": "Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email address, or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a).\u00a0 Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or email address or address of the Holder appearing on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement.\u00a0 Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.", "references": ["Anti-Corruption Laws", "Severability", "Enforcements", "Enforceability", "Subsidiaries", "Counterparts", "Definitions", "Tax Withholdings", "Releases", "Organizations", "Powers", "No Defaults", "Participations", "Jurisdictions", "Insurances", "Venues", "Sales", "Integration", "Agreements", "Terminations", "Effectiveness", "Taxes", "Vacations", "Base Salary", "Capitalization", "Solvency", "Effective Dates", "Survival", "Warranties", "Further Assurances", "Notices"], "gold": ["Notices"]}
+{"input": "All insurance policies and other bonds to which any Loan Party is a party provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each Loan Party and each Subsidiary of any Loan Party in accordance with customary business practice in the industry of the Loan Parties and their Subsidiaries \u00a0 and owning similar properties in localities where the Loan Parties and their Subsidiaries are located.", "references": ["Compliance With Laws", "Employment", "Liens", "Governing Laws", "Jurisdictions", "Integration", "Remedies", "Duties", "Defined Terms", "Terms", "Definitions", "Anti-Corruption Laws", "Successors", "Solvency", "No Waivers", "Effectiveness", "Waivers", "Construction", "Powers", "Capitalization", "Venues", "Forfeitures", "Closings", "Cooperation", "Payments", "Survival", "Subsidiaries", "Enforcements", "Withholdings", "Warranties", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Company and each of its Subsidiaries shall maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Company and each of its Subsidiaries shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable environmental laws, except where the failure to maintain or be in compliance with such permits, licenses and authorizations could not reasonably be expected to result in a Material Adverse Change.", "references": ["Existence", "Titles", "Disability", "Further Assurances", "No Waivers", "Anti-Corruption Laws", "Confidentiality", "Books", "Authority", "Subsidiaries", "Warranties", "Fees", "Survival", "Qualifications", "Transactions With Affiliates", "Releases", "Successors", "Agreements", "Litigations", "Specific Performance", "Change In Control", "Sanctions", "Participations", "Modifications", "Withholdings", "Vacations", "Effective Dates", "Solvency", "Terms", "Non-Disparagement", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each of the representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.", "references": ["Waiver Of Jury Trials", "Intellectual Property", "Headings", "Consent To Jurisdiction", "Forfeitures", "Applicable Laws", "Capitalization", "Definitions", "Interests", "Litigations", "Sales", "Terminations", "Confidentiality", "Remedies", "Modifications", "Assignments", "Representations", "Arbitration", "Assigns", "Closings", "Anti-Corruption Laws", "Miscellaneous", "Expenses", "Consents", "Non-Disparagement", "Terms", "Authorizations", "Brokers", "Binding Effects", "Cooperation", "Warranties"], "gold": ["Warranties"]}
+{"input": "Each of the Subsidiary Guarantors irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Parent, the US Borrower, any other guarantor of any of the Guaranteed Obligations, or any other Person.", "references": ["Subsidiaries", "Terms", "Submission To Jurisdiction", "Modifications", "Effective Dates", "Authority", "Jurisdictions", "Consents", "Sales", "Indemnifications", "Expenses", "Approvals", "Terminations", "Definitions", "Binding Effects", "Arbitration", "Erisa", "Publicity", "General", "Withholdings", "Anti-Corruption Laws", "Enforceability", "Qualifications", "Base Salary", "Change In Control", "Organizations", "Duties", "No Waivers", "Participations", "Indemnity", "Waivers"], "gold": ["Waivers"]}
+{"input": "To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person\u2019s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was a Partner (including without limitation, the General Partner) or a director, officer or agent of a Partner (including without limitation, the General Partner) or the Partnership or, while a director, officer or agent of a Partner (including without limitation, the General Partner) or the Partnership, is or was serving at the request of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys\u2019 fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals; provided , that such person shall not be entitled to indemnification hereunder only to the extent such person\u2019s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner.", "references": ["Forfeitures", "Warranties", "Publicity", "Death", "Solvency", "Governing Laws", "Vacations", "Releases", "Waiver Of Jury Trials", "Consents", "Further Assurances", "Entire Agreements", "Change In Control", "Notices", "No Waivers", "Use Of Proceeds", "Jurisdictions", "Waivers", "Severability", "Arbitration", "Duties", "Confidentiality", "Integration", "Applicable Laws", "Defined Terms", "Liens", "No Conflicts", "Books", "Successors", "Base Salary", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed or telecommunicated (if telecommunicated electronically, be followed by delivery via overnight courier or U.S. Mail ), or delivered as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall not be effective until received by the party to whom such notice or communication is addressed.", "references": ["Waiver Of Jury Trials", "Use Of Proceeds", "Anti-Corruption Laws", "Employment", "Insurances", "Specific Performance", "Indemnifications", "Tax Withholdings", "Interests", "Remedies", "Benefits", "Terminations", "Miscellaneous", "Authorizations", "Binding Effects", "Releases", "No Defaults", "Closings", "Death", "Compliance With Laws", "Titles", "Applicable Laws", "Venues", "Confidentiality", "Brokers", "Jurisdictions", "No Waivers", "Financial Statements", "Participations", "Vacations", "Notices"], "gold": ["Notices"]}
+{"input": "All of the Obligor\u2019s obligations under this Article II shall survive the termination of this Agreement, the repayment, satisfaction or discharge of all other Obligations and resignation of the Administrative Agent or the Collateral Agent.", "references": ["Erisa", "Further Assurances", "Closings", "Consent To Jurisdiction", "Terminations", "Consents", "Remedies", "Construction", "Binding Effects", "Taxes", "Confidentiality", "General", "Effectiveness", "Definitions", "Effective Dates", "Releases", "Amendments", "Fees", "Specific Performance", "Warranties", "Arbitration", "Miscellaneous", "Entire Agreements", "Enforceability", "Existence", "Successors", "Notices", "Costs", "Titles", "Sanctions", "Survival"], "gold": ["Survival"]}
+{"input": "Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction.", "references": ["Interpretations", "Employment", "Benefits", "Consents", "Withholdings", "Approvals", "Integration", "Anti-Corruption Laws", "Use Of Proceeds", "Adjustments", "Headings", "Books", "Interests", "Indemnifications", "Applicable Laws", "Closings", "Cooperation", "Forfeitures", "Vesting", "Records", "Definitions", "Remedies", "Qualifications", "Modifications", "Publicity", "General", "Specific Performance", "Solvency", "Intellectual Property", "Change In Control", "Severability"], "gold": ["Severability"]}
+{"input": "The provisions of the immediately preceding six paragraphs shall remain in full force and effect regardless of whether the definitive documentation for the Senior Credit Facilities shall be executed and delivered, and notwithstanding the expiration or mutual termination of this Commitment Letter or any commitment or undertaking of any of the Commitment Parties hereunder; provided that (x) the reimbursement and indemnity provisions set forth in Section 6 of this Commitment Letter shall be superseded on the date of effectiveness of the definitive documentation for the Senior Credit Facilities that includes reimbursement and indemnity provisions and (y) the confidentiality provisions set forth in Section 5 of this Commitment Letter shall terminate on the earlier of (i) the date of effectiveness of the definitive documentation for the Senior Credit Facilities that includes confidentiality provisions applicable to the Commitment Parties (which shall supersede the confidentiality provisions in Section 5 hereof) and (ii) the second anniversary of the date hereof. The provisions of Section 3 and Section 4 hereof shall remain in full force and effect, regardless of whether the definitive documentation for the Senior Credit Facilities shall be executed and delivered, until the earlier of (1) a Successful Syndication (as defined in the Fee Letter) shall have been achieved or (2) the occurrence of the Commitment Expiry Date without a closing of the Senior Credit Facilities having occurred.", "references": ["Change In Control", "Brokers", "Base Salary", "Use Of Proceeds", "Disclosures", "Releases", "Further Assurances", "Vesting", "Confidentiality", "Subsidiaries", "General", "Participations", "Titles", "Adjustments", "Venues", "Publicity", "Effectiveness", "Intellectual Property", "Records", "Arbitration", "Submission To Jurisdiction", "Effective Dates", "Approvals", "Remedies", "Waivers", "Interests", "Notices", "Employment", "Anti-Corruption Laws", "Capitalization", "Survival"], "gold": ["Survival"]}
+{"input": "(a) On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase an aggregate of (i) $333,333.33 face value of 10% original issue discount Notes for a total purchase price of $300,000.00, and (ii) 8,333,333 Warrants, which is equal to 75% of the Shares issuable upon conversion of the purchased Notes, for no additional consideration. Each Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to such Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. If a Closing is not held on or before February 5, 2018, the Company will return all Subscription Amounts, if any such amounts have been funded, without interest or deduction to each prospective Purchaser.", "references": ["Base Salary", "Titles", "Waiver Of Jury Trials", "Severability", "Authority", "Binding Effects", "Approvals", "Enforcements", "Effective Dates", "Disability", "Defined Terms", "Liens", "Counterparts", "Assignments", "Miscellaneous", "Qualifications", "Submission To Jurisdiction", "Disclosures", "Change In Control", "Cooperation", "Governing Laws", "Adjustments", "Effectiveness", "Participations", "No Defaults", "Amendments", "Consents", "Confidentiality", "Compliance With Laws", "Transactions With Affiliates", "Closings"], "gold": ["Closings"]}
+{"input": "The Company may require the Participant to remit to the Company by cash or check payable to the Company, an amount sufficient to satisfy federal, state and local taxes and FICA withholding requirements whenever Shares are to be issued upon exercise of this Option or Shares are forfeited pursuant to a \u201cnet exercise\u201d, or when under applicable tax laws, Participant incurs tax liability in connection with the exercise or vesting of this Option. Any such payment must be made promptly when the amount of such obligation becomes determinable. In lieu thereof, the Company may withhold the amount of such taxes from any other sums due or to become due from the Company as the Administrator will prescribe.", "references": ["Consents", "Integration", "Releases", "Insurances", "Costs", "Use Of Proceeds", "Positions", "Assignments", "Taxes", "Definitions", "Adjustments", "General", "Specific Performance", "Subsidiaries", "Erisa", "No Defaults", "Amendments", "Agreements", "Modifications", "Jurisdictions", "Transactions With Affiliates", "Entire Agreements", "Existence", "Solvency", "Duties", "Change In Control", "Confidentiality", "Indemnity", "Headings", "Intellectual Property", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "(a) Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a \u201c Benefitted Lender \u201d) shall at any time receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section\u00a08(f) , or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender\u2019s Obligations, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender\u2019s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.", "references": ["Venues", "Agreements", "Anti-Corruption Laws", "Defined Terms", "Indemnity", "Consent To Jurisdiction", "Miscellaneous", "Costs", "Confidentiality", "Representations", "Effectiveness", "Non-Disparagement", "Governing Laws", "Tax Withholdings", "Further Assurances", "Fees", "Authorizations", "Headings", "Records", "Successors", "Sales", "Organizations", "No Waivers", "Construction", "Capitalization", "Publicity", "Indemnifications", "Base Salary", "Employment", "Integration", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The Borrower, at its expense, shall, and shall cause each other Obligor to promptly cure any default by it in the execution and delivery of this Agreement or of any of the other Loan Documents to which it is a party and, after reasonable notice thereof from the Agent, the Borrower shall promptly execute and deliver, or cause to be executed and delivered, all such other and further deeds, agreements, opinions, certificates, instruments, affidavits, registration materials and other documents (and cause each other Obligor to take such action) necessary for the Borrower\u2019s compliance with or performance of the covenants and agreements of the Borrower or any other Obligor in any of the Loan Documents, including this Agreement, or to further evidence and more fully describe the property subject to the Liens, privileges and priorities purported to be created by the Security Documents, or to correct any omissions in any of the Loan Documents, or more fully to state the obligations set out herein or in any of the Loan Documents, or to perfect, protect or preserve the Liens created pursuant to any of the Loan Documents, or to make any registration, recording, to file any notice or to obtain any consent, all as may be necessary or appropriate in connection therewith, in the judgment of the Agent, acting reasonably.", "references": ["Consent To Jurisdiction", "Taxes", "Death", "Erisa", "Consents", "Organizations", "Withholdings", "Anti-Corruption Laws", "Binding Effects", "Indemnity", "Governing Laws", "Qualifications", "General", "Duties", "Brokers", "Forfeitures", "Participations", "Subsidiaries", "Defined Terms", "Disclosures", "Applicable Laws", "Remedies", "Integration", "Authority", "Amendments", "Insurances", "Survival", "Vesting", "Capitalization", "Transactions With Affiliates", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a \u201cpdf\u201d or a \u201ctif\u201d)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Guarantee signed by all the parties shall be lodged with the Borrower and the Administrative Agent.", "references": ["Remedies", "Jurisdictions", "Successors", "Benefits", "Titles", "Entire Agreements", "Authorizations", "Change In Control", "Effectiveness", "Terms", "Vesting", "Withholdings", "Existence", "Costs", "Disability", "Releases", "Miscellaneous", "Interests", "Litigations", "Applicable Laws", "Use Of Proceeds", "Indemnity", "Definitions", "Tax Withholdings", "Capitalization", "Headings", "Construction", "Subsidiaries", "Fees", "Sanctions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Employment Agreement may be assigned, without the consent of the Executive, by the Company to any of its affiliates, or to any other person, partnership, Company, or other entity which has purchased substantially all the assets of the Company, provided such assignee assumes all the liabilities of the Company hereunder.", "references": ["Disclosures", "Withholdings", "Solvency", "Interpretations", "No Defaults", "Jurisdictions", "Representations", "Fees", "Participations", "Expenses", "Agreements", "Subsidiaries", "Integration", "Insurances", "Miscellaneous", "Enforceability", "Organizations", "No Conflicts", "Remedies", "Change In Control", "Use Of Proceeds", "Closings", "Vacations", "Notices", "No Waivers", "Entire Agreements", "Qualifications", "Headings", "Authorizations", "Books", "Assignments"], "gold": ["Assignments"]}
+{"input": "Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than any Wholly Owned Subsidiary) unless such transaction (a) is entered into in the ordinary course of business of the relevant Group Member, (b) is among Group Members, (c)\u00a0constitutes normal and reasonable compensation and reimbursement of expenses of officers and directors in the ordinary course of business, (d) constitutes the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provide on or behalf of, directors, officers, employees and consultants, (e) is a Restricted Payment permitted under Section 6.7 or (f)\u00a0is upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm\u2019s length transaction with a Person that is not an Affiliate.", "references": ["Modifications", "Positions", "Successors", "Books", "Survival", "Sales", "Forfeitures", "Capitalization", "Base Salary", "Interpretations", "Assignments", "Payments", "No Waivers", "Submission To Jurisdiction", "Subsidiaries", "Expenses", "Insurances", "Governing Laws", "Existence", "Enforcements", "Terminations", "Effectiveness", "Cooperation", "Waiver Of Jury Trials", "Defined Terms", "Participations", "Taxes", "Arbitration", "Adjustments", "Closings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.", "references": ["Erisa", "Titles", "Vesting", "General", "Vacations", "Adjustments", "Forfeitures", "Withholdings", "Confidentiality", "Waiver Of Jury Trials", "Specific Performance", "Defined Terms", "Disability", "Expenses", "Transactions With Affiliates", "Insurances", "Interests", "Modifications", "Further Assurances", "Assigns", "Amendments", "Qualifications", "Records", "Entire Agreements", "Closings", "Liens", "Enforceability", "Books", "Binding Effects", "Survival", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any grant of Performance Shares under the Plan shall be subject to a minimum one-year vesting requirement.", "references": ["Indemnity", "Compliance With Laws", "Participations", "Remedies", "Sales", "Fees", "Enforcements", "Further Assurances", "Integration", "Vacations", "Costs", "Binding Effects", "Arbitration", "Entire Agreements", "Assignments", "Cooperation", "Representations", "General", "Anti-Corruption Laws", "Positions", "Withholdings", "Defined Terms", "Consent To Jurisdiction", "No Defaults", "Taxes", "Indemnifications", "Payments", "Titles", "Approvals", "Notices", "Vesting"], "gold": ["Vesting"]}
+{"input": "Without limitation of Section 16 and Section 17 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.", "references": ["Records", "Terms", "Powers", "Jurisdictions", "Solvency", "No Waivers", "Consent To Jurisdiction", "Sanctions", "Agreements", "Confidentiality", "Sales", "Compliance With Laws", "Organizations", "Enforceability", "Benefits", "Employment", "Erisa", "Modifications", "Anti-Corruption Laws", "Vesting", "Applicable Laws", "Titles", "Qualifications", "Cooperation", "Warranties", "Assignments", "Disclosures", "Indemnifications", "Base Salary", "No Conflicts", "Amendments"], "gold": ["Amendments"]}
+{"input": "In the course of your employment by the Company hereunder, you will have access to confidential or proprietary data or information of the Company and its operations. You will not at any time divulge or communicate to any person nor will you direct any Company employee to divulge or communicate to any person (other than to a person bound by confidentiality obligations similar to those contained herein and other than as necessary in performing your duties hereunder) or use to the detriment of the Company or for the benefit of any other person, any of such data or information. The provisions of this Section 7(a) will survive your employment hereunder, whether by the normal expiration thereof or otherwise. The term \"confidential or proprietary data or information\" as used in this Agreement will mean information not generally available to the public or generally known within the relevant industry, including, without limitation, personnel information, financial information, customer lists, supplier lists, trade secrets, information regarding operations, systems, services, knowhow, computer and any other processed or collated data, computer programs, pricing, marketing and advertising data.", "references": ["Binding Effects", "Costs", "Enforceability", "Remedies", "Closings", "Tax Withholdings", "Jurisdictions", "Powers", "Liens", "No Waivers", "Releases", "Approvals", "Cooperation", "Disclosures", "Miscellaneous", "No Conflicts", "Payments", "Waiver Of Jury Trials", "Further Assurances", "No Defaults", "Disability", "Death", "Participations", "Intellectual Property", "Waivers", "Authorizations", "Amendments", "Use Of Proceeds", "Erisa", "Sanctions", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a written term sheet from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereby and ending immediately prior to the execution hereof.", "references": ["Intellectual Property", "General", "Duties", "Indemnity", "Representations", "Organizations", "Releases", "No Conflicts", "Notices", "Counterparts", "Miscellaneous", "Successors", "Forfeitures", "Base Salary", "Taxes", "Disclosures", "Waiver Of Jury Trials", "Change In Control", "Brokers", "Agreements", "Further Assurances", "No Defaults", "Non-Disparagement", "Existence", "Transactions With Affiliates", "Closings", "Compliance With Laws", "Defined Terms", "Cooperation", "Severability", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Each Obligor and its businesses and operations are in compliance with: all Applicable Laws (including all applicable Environmental Laws); all applicable directives, judgments, decrees, injunctions and orders rendered by any Governmental Authority or any court of competent jurisdiction; its and their constating or governing documents (including partnership agreements and unanimous shareholders\u2019 agreements) and by-laws; all material agreements or instruments to which it is a party or by which any of its Property are bound; except to the extent that non-compliance with any of the foregoing would not reasonably be expected to have a Material Adverse Effect.", "references": ["Notices", "Death", "Intellectual Property", "Enforcements", "Defined Terms", "Publicity", "Transactions With Affiliates", "Existence", "Terms", "Jurisdictions", "Brokers", "Interpretations", "Interests", "Governing Laws", "Expenses", "Representations", "Enforceability", "Modifications", "Applicable Laws", "Disclosures", "Costs", "Disability", "Withholdings", "Venues", "Participations", "Binding Effects", "Confidentiality", "Effectiveness", "Taxes", "Headings", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "When this Lease requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by California Code of Civil Procedure Section 1161 or any similar or successor statute. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by Section 27 shall replace and satisfy the statutory service-of-notice procedures, including those required by California Code of Civil Procedure, Section 1162 or any similar or successor statute.", "references": ["Qualifications", "Defined Terms", "Organizations", "Vesting", "Intellectual Property", "Consents", "Subsidiaries", "Forfeitures", "General", "Indemnity", "Further Assurances", "No Defaults", "Duties", "Base Salary", "Books", "Payments", "Waiver Of Jury Trials", "Adjustments", "Construction", "Anti-Corruption Laws", "Expenses", "Death", "Remedies", "Financial Statements", "Fees", "Interpretations", "Terminations", "Submission To Jurisdiction", "Existence", "Non-Disparagement", "Notices"], "gold": ["Notices"]}
+{"input": "The Borrower, the Lenders, the Issuing Banks, the Swingline Lender and the Administrative Agent have agreed that this Agreement is an amendment and restatement of the Existing Credit Agreement in its entirety, and this Agreement is not a novation of the Existing Credit Agreement.", "references": ["Expenses", "Severability", "Capitalization", "Cooperation", "Insurances", "Sanctions", "Compliance With Laws", "Assigns", "Taxes", "Death", "Binding Effects", "Waivers", "Financial Statements", "Submission To Jurisdiction", "Consent To Jurisdiction", "Subsidiaries", "Positions", "Disability", "Base Salary", "Liens", "No Conflicts", "Notices", "Benefits", "Vacations", "Sales", "Change In Control", "Disclosures", "Entire Agreements", "Interests", "Enforceability", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Participant understands and agrees that if the Participant breaches any provisions of this Release or fails to timely execute and deliver this Release, or timely revokes the Participant\u2019s acceptance of its terms, in addition to any other legal or equitable remedy the Company may have, the Company shall be entitled to cease making any payments or providing any benefits to the Participant under Section\u00a05 of the Plan, and the Participant shall reimburse the Company for all attorneys\u2019 fees and costs incurred by it arising out of any such breach, including in defending against any suit brought by the Participant against the Released Parties. The remedies set forth in this paragraph shall not apply to any challenge to the validity of the waiver and release of the Participant\u2019s rights under ADEA. In the event that the Participant challenges the validity of the waiver and release of the Participant\u2019s rights under ADEA, then the Company\u2019s right to attorneys\u2019 fees and costs shall be governed by the provisions of ADEA, so that the Company may recover such fees and costs if the lawsuit is brought by the Participant in bad faith. Any such action permitted by this Section, however, shall not affect or impair any of the Participant\u2019s obligations under this Release, including without limitation, the release of claims in Section\u00a01 hereof. The Participant agrees further that nothing herein shall preclude the Company from recovering attorneys\u2019 fees, costs or any other remedies specifically authorized under applicable law.", "references": ["Liens", "Warranties", "Integration", "Publicity", "Interests", "Assignments", "Tax Withholdings", "Records", "Terms", "Sanctions", "Confidentiality", "Powers", "Waivers", "No Waivers", "Waiver Of Jury Trials", "Adjustments", "Participations", "Duties", "No Conflicts", "Titles", "Amendments", "Enforceability", "Withholdings", "Governing Laws", "Notices", "Construction", "Effective Dates", "Erisa", "Change In Control", "Venues", "Remedies"], "gold": ["Remedies"]}
+{"input": "Any failure to or decision by Purchaser not to exercise all of its rights upon an Event of Default shall not constitute or be deemed a waiver of such rights as to current or future Events of Default. Any rights and remedies of Purchaser herein against the Seller or any guarantor of Seller or the Obligations are cumulative and not alternative.", "references": ["Employment", "Existence", "Participations", "Payments", "Applicable Laws", "Titles", "Further Assurances", "Solvency", "Remedies", "Integration", "Withholdings", "Non-Disparagement", "Defined Terms", "Authorizations", "Publicity", "Effectiveness", "Adjustments", "Releases", "Insurances", "Qualifications", "Enforcements", "Assigns", "Authority", "Modifications", "Confidentiality", "Interests", "Taxes", "Amendments", "Waiver Of Jury Trials", "Submission To Jurisdiction", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company will sell and Purchaser will purchase the Note. The terms and provisions of the Note are more fully set forth in the form of Promissory Note attached hereto as Exhibit A . The purchase price to be paid by Purchaser to the Company to acquire the Note shall be $900,000 (the \u201c Purchase Price \u201d). The Company shall deliver to Purchaser an executed Promissory Note.", "references": ["Submission To Jurisdiction", "Closings", "Publicity", "Interests", "Costs", "Death", "Employment", "Agreements", "Participations", "Confidentiality", "Existence", "Waivers", "Applicable Laws", "Successors", "Vesting", "Miscellaneous", "No Defaults", "Base Salary", "Liens", "Consent To Jurisdiction", "Anti-Corruption Laws", "Releases", "Indemnity", "Modifications", "Assignments", "Consents", "Intellectual Property", "Headings", "Use Of Proceeds", "Brokers", "Sales"], "gold": ["Sales"]}
+{"input": "The Plan is intended to be an unfunded \u201ctop-hat\u201d welfare plan, within the meaning of U.S. Department of Labor Regulation Section\u00a02520.104-24, and shall be interpreted, administered, and enforced in accordance with ERISA. It is expressly intended that ERISA preempt the application of state laws to this Plan and each Letter Agreement (including, for the avoidance of doubt, the Restrictive Covenants) to the maximum extent permitted by Section\u00a0514 of ERISA. To the extent that state law is applicable, the statutes and common laws of the State of Maryland (excluding its choice of laws principles) shall apply.", "references": ["Venues", "Interests", "Participations", "Approvals", "Expenses", "Death", "Powers", "Payments", "Fees", "Terms", "Forfeitures", "Duties", "Enforceability", "Non-Disparagement", "Specific Performance", "Submission To Jurisdiction", "Arbitration", "Representations", "No Conflicts", "Records", "Effectiveness", "Benefits", "Erisa", "Solvency", "Litigations", "Titles", "Waivers", "Insurances", "Jurisdictions", "Counterparts", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \u201c SEC Reports \u201d) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201c GAAP \u201d), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Consents", "Warranties", "Employment", "Enforceability", "Jurisdictions", "Representations", "Solvency", "Titles", "Effectiveness", "Severability", "Confidentiality", "Enforcements", "Disability", "Authorizations", "Anti-Corruption Laws", "Indemnity", "Vesting", "Death", "Duties", "Powers", "Liens", "Erisa", "Costs", "Releases", "Agreements", "Interests", "Capitalization", "Arbitration", "Cooperation", "Closings", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Promptly after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action Parent, the Borrower or any of their ERISA Affiliates has taken, are taking or propose to take with respect thereto, and, when known, any action taken or threatened by the IRS, Department of Labor, PBGC or Multiemployer Plan sponsor with respect thereto.", "references": ["Arbitration", "Counterparts", "Litigations", "Specific Performance", "Enforcements", "Base Salary", "Closings", "Benefits", "Interpretations", "Survival", "Defined Terms", "Terminations", "Definitions", "Capitalization", "Powers", "Integration", "Taxes", "Positions", "Severability", "Brokers", "Confidentiality", "Assigns", "Construction", "Consent To Jurisdiction", "Publicity", "Applicable Laws", "No Conflicts", "Cooperation", "No Defaults", "Interests", "Erisa"], "gold": ["Erisa"]}
+{"input": "This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.\u00a0 This Agreement and any Terms Agreement may be delivered by any party by facsimile or other electronic transmission.", "references": ["Warranties", "Indemnity", "Releases", "Further Assurances", "Integration", "Costs", "Representations", "Liens", "Submission To Jurisdiction", "Change In Control", "Enforcements", "Positions", "Duties", "Cooperation", "Books", "Erisa", "No Defaults", "Anti-Corruption Laws", "Waivers", "Death", "Benefits", "Disclosures", "Agreements", "Indemnifications", "Modifications", "Adjustments", "Non-Disparagement", "Disability", "Effective Dates", "Titles", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Holder hereby releases the Company from any and all claims, demands, debts and causes of action, known or unknown, past, present or future, arising from any defaults, if any, previously disclosed to the Holder and outstanding as of the date hereof under the Securities Purchase Agreement, the SPA Warrant Agreements and/or any other Transaction Documents; provided, that notwithstanding anything contained herein to the contrary, this release shall not release the Company from any of its obligations under this Consent and Amendment or under any other Transaction Document to be performed after the date hereof. Notwithstanding the proviso in the immediately preceding sentence, in the event the Company determines, exercising its reasonable judgment, that it is necessary to file a new registration statement (or post-effective amendment to the Registration Statement on Form S-1 (File No.\u00a0333- 214255)) to register the Restated SPA Warrant Shares for resale as required by the Registration Rights Agreement entered into in connection with the Securities Purchase Agreement, then this Consent and Amendment shall be deemed to be a waiver of any Registration Default (including any Maintenance Failure), and a release and waiver of the requirement or obligation to make any Registration Delay Payments or other liabilities or damages under the Registration Rights Agreement, provided that such new registration statement (or post-effective amendment) shall be filed by the Company no later than 30 days after the date of this Consent and Amendment, and shall have become effective no later than 60 days thereafter.", "references": ["Successors", "Interests", "Erisa", "Submission To Jurisdiction", "Costs", "Enforcements", "No Defaults", "Miscellaneous", "Anti-Corruption Laws", "Capitalization", "Representations", "Waiver Of Jury Trials", "Notices", "Existence", "Tax Withholdings", "Indemnity", "Definitions", "Duties", "Indemnifications", "Headings", "Forfeitures", "Remedies", "Liens", "Withholdings", "Effectiveness", "Subsidiaries", "Confidentiality", "Positions", "General", "Organizations", "Releases"], "gold": ["Releases"]}
+{"input": "This LOI may be executed in one or more counterparts (including electronic counterparts), each of which shall be deemed to be an original document, but all such separate counterparts shall constitute only this LOI. The Parties shall perform their obligations under this LOI as independent contractors and nothing contained in this LOI shall be construed to be inconsistent with such relationship or status. The Parties shall neither amend this LOI, except by mutual written agreement nor assign the rights and/or obligations under this LOI to any third party in any manner without the prior written consent of the other Party.", "references": ["Participations", "Jurisdictions", "Employment", "Survival", "Change In Control", "Books", "Further Assurances", "Arbitration", "Modifications", "Liens", "Death", "Intellectual Property", "Financial Statements", "Consents", "No Waivers", "Severability", "No Defaults", "Headings", "Adjustments", "Transactions With Affiliates", "Warranties", "Organizations", "Base Salary", "Counterparts", "Enforceability", "Existence", "Indemnifications", "Specific Performance", "Consent To Jurisdiction", "Successors", "General"], "gold": ["General"]}
+{"input": "This Agreement may be executed in any number of 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 and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that both Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a \u201c.pdf\u201d format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or \u201c.pdf\u201d signature were the original thereof.", "references": ["Enforceability", "Base Salary", "Interests", "Survival", "Closings", "Arbitration", "Disclosures", "Qualifications", "Further Assurances", "Construction", "Insurances", "Books", "Participations", "Effective Dates", "Tax Withholdings", "Modifications", "Notices", "Transactions With Affiliates", "Withholdings", "Fees", "Disability", "Anti-Corruption Laws", "Approvals", "Expenses", "Organizations", "Terms", "Remedies", "Authorizations", "Vacations", "Consent To Jurisdiction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Neither the execution, delivery and performance by the Buyer of this Agreement or the other Buyer Documents nor the transfer of rights and consummation of the Transactions will result in (a)\u00a0a violation of or a conflict with any provision of the Buyer\u2019s Corporate Documents or (b)\u00a0a material violation by the Buyer of any Law.", "references": ["Interpretations", "Agreements", "Disability", "Benefits", "Change In Control", "Taxes", "Interests", "Fees", "Further Assurances", "Successors", "Submission To Jurisdiction", "Subsidiaries", "Indemnity", "Payments", "Transactions With Affiliates", "Adjustments", "Sanctions", "Effective Dates", "Litigations", "Construction", "Powers", "Non-Disparagement", "No Waivers", "Cooperation", "Insurances", "Counterparts", "Representations", "Integration", "Releases", "Costs", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Any Purchaser may, in the ordinary course of its business at any time sell to one or more Persons (each a \u201c Participant \u201d) participating interests in its Pro Rata Share portion of the Asset Portfolio or any other interest of such Purchaser hereunder. Notwithstanding any such sale by a Purchaser of a participating interest to a Participant, such Purchaser\u2019s rights and obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance of its obligations hereunder, and each Seller Party, each other Purchaser and Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser\u2019s rights and obligations under this Agreement. Each Purchaser agrees that any agreement between such Purchaser and any such Participant in respect of such participating interest shall not restrict such Purchaser\u2019s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i) .", "references": ["Publicity", "Survival", "Books", "Jurisdictions", "Fees", "Headings", "Organizations", "Costs", "Brokers", "Vacations", "Applicable Laws", "Solvency", "No Waivers", "Payments", "Compliance With Laws", "Approvals", "Use Of Proceeds", "Releases", "General", "Powers", "Waiver Of Jury Trials", "Binding Effects", "Titles", "Sales", "Cooperation", "Liens", "Financial Statements", "Benefits", "Specific Performance", "Duties", "Participations"], "gold": ["Participations"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 nd )Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to this Agreement constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K.", "references": ["Governing Laws", "Approvals", "Disclosures", "Closings", "Agreements", "Erisa", "Enforcements", "Confidentiality", "Adjustments", "Titles", "Indemnity", "Sales", "Insurances", "Releases", "Existence", "Arbitration", "Taxes", "Assigns", "Subsidiaries", "Participations", "Books", "Counterparts", "Headings", "Compliance With Laws", "Construction", "Representations", "Binding Effects", "Authority", "Powers", "Jurisdictions", "Notices"], "gold": ["Notices"]}
+{"input": "Vendor has submitted a Physician Ownership & Compensation Certification (\u201cCertification\u201d) to HealthTrust and represents and warrants to the continued accuracy of the information provided therein. Vendor will submit a renewed and updated Certification upon request of HealthTrust. Vendor will also provide HealthTrust with thirty (30) days\u2019 advance written notice prior to entering into any transaction inconsistent with the representations and warranties of Sections 14.16.1 (Physician Ownership Interests) and 14.16.2 (Physician Compensation Arrangements). Upon receipt of any such notice, HealthTrust may immediately terminate this Agreement, without penalty or prejudice, by written notice to Vendor.", "references": ["Closings", "Powers", "Entire Agreements", "Waiver Of Jury Trials", "No Defaults", "Effective Dates", "Construction", "Records", "No Waivers", "Payments", "Authorizations", "Specific Performance", "Governing Laws", "Counterparts", "Benefits", "Severability", "Terms", "Costs", "Cooperation", "Compliance With Laws", "Modifications", "Liens", "Releases", "Publicity", "Base Salary", "Tax Withholdings", "Indemnifications", "Interests", "Sanctions", "Arbitration", "Terminations"], "gold": ["Terminations"]}
+{"input": "The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.", "references": ["Definitions", "Consents", "Insurances", "Books", "Use Of Proceeds", "Approvals", "Agreements", "Jurisdictions", "Specific Performance", "Fees", "Powers", "Intellectual Property", "Positions", "Remedies", "Enforcements", "Employment", "Further Assurances", "Consent To Jurisdiction", "Effectiveness", "General", "Capitalization", "Withholdings", "Defined Terms", "Vacations", "Amendments", "Enforceability", "Duties", "Miscellaneous", "Anti-Corruption Laws", "Disclosures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. The use of the words \u201cinclude\u201d or \u201cincluding\u201d in this Agreement will be deemed to be followed by the words \u201cwithout limitation.\u201d The use of the words \u201cor,\u201d \u201ceither\u201d or \u201cany\u201d will not be exclusive. References to statutes will include all regulations promulgated thereunder, and references to statutes will be construed to include all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation as of the date hereof. The parties have participated jointly in the negotiation and drafting of this Agreement.", "references": ["Enforcements", "Tax Withholdings", "Publicity", "Expenses", "Representations", "Integration", "Brokers", "Severability", "Qualifications", "Erisa", "Specific Performance", "Authorizations", "Remedies", "Construction", "Assignments", "Vesting", "Adjustments", "Definitions", "Closings", "Modifications", "Death", "Effective Dates", "Forfeitures", "Submission To Jurisdiction", "Positions", "Books", "Records", "Taxes", "Defined Terms", "Arbitration", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The periods in Section \u00a09.1 and Section \u00a09.2 shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section \u00a09 . If a final and non-appealable judicial determination is made that any of the provisions of this Section \u00a09 constitutes an unreasonable or otherwise unenforceable restriction against Executive, the provisions of this Section \u00a09 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction.", "references": ["Subsidiaries", "Agreements", "Severability", "Venues", "Fees", "Closings", "Duties", "Use Of Proceeds", "Change In Control", "Governing Laws", "Sales", "Insurances", "Entire Agreements", "Further Assurances", "Defined Terms", "Anti-Corruption Laws", "Compliance With Laws", "Confidentiality", "Capitalization", "Liens", "Forfeitures", "Intellectual Property", "Representations", "Financial Statements", "Terms", "Books", "Warranties", "No Conflicts", "Counterparts", "Assignments", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "If any provision or term in this Section is declared invalid or unenforceable by a court of competent jurisdiction, the invalid and unenforceable portion shall be reformed to the maximum time, activity-related restrictions and/or limitations permitted by applicable law, so as to be valid and enforceable.", "references": ["Payments", "Definitions", "Specific Performance", "Death", "No Conflicts", "Withholdings", "Fees", "Vacations", "Counterparts", "No Defaults", "Transactions With Affiliates", "Non-Disparagement", "Construction", "Forfeitures", "Interpretations", "General", "Litigations", "Vesting", "Benefits", "Use Of Proceeds", "Confidentiality", "Brokers", "Consent To Jurisdiction", "Releases", "Arbitration", "Submission To Jurisdiction", "Agreements", "Organizations", "Warranties", "Binding Effects", "Modifications"], "gold": ["Modifications"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder. The provisions of Sections 2.15 , 2.16 , 2.17 and 10.03 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. For the avoidance of doubt, if any entity ceases to be a Lender under this Agreement pursuant to an Assignment and Assumption, such entity shall be entitled to the benefits of the surviving provisions in the previous sentence but only with respect to the period during which such entity was a Lender under this Agreement.", "references": ["Subsidiaries", "Fees", "Positions", "Financial Statements", "Powers", "Interests", "Consent To Jurisdiction", "Withholdings", "Litigations", "Enforceability", "Use Of Proceeds", "Interpretations", "Brokers", "No Defaults", "Benefits", "Indemnifications", "Expenses", "Jurisdictions", "General", "Duties", "Publicity", "Confidentiality", "Notices", "Defined Terms", "Base Salary", "Successors", "Existence", "Warranties", "Cooperation", "Amendments", "Survival"], "gold": ["Survival"]}
+{"input": "If any provision of this Amendment Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired in any way as a result thereof.", "references": ["Compliance With Laws", "Confidentiality", "Remedies", "Anti-Corruption Laws", "Arbitration", "Amendments", "Powers", "Consent To Jurisdiction", "Sales", "Integration", "Positions", "Assigns", "Specific Performance", "Adjustments", "Tax Withholdings", "Modifications", "Approvals", "Definitions", "Sanctions", "Indemnity", "Disclosures", "Binding Effects", "Releases", "Organizations", "Liens", "Withholdings", "Jurisdictions", "Survival", "Entire Agreements", "Governing Laws", "Severability"], "gold": ["Severability"]}
+{"input": "The Executive will continue to be eligible to participate in all employee benefit plans and programs of the Company from time to time in effect for the benefit of senior executives of the Company, including, but not limited to, retirement and savings plans, group life insurance, medical coverage, sick leave, salary continuation arrangements, vacations and holidays, long-term disability, and such other benefits as are or may be made available from time to time to senior executives of the Company.", "references": ["Authority", "Transactions With Affiliates", "Jurisdictions", "Enforceability", "Applicable Laws", "Notices", "Releases", "Amendments", "Titles", "Use Of Proceeds", "Employment", "Counterparts", "Indemnity", "Solvency", "Compliance With Laws", "Sales", "Vesting", "Construction", "Assignments", "Existence", "Interpretations", "Headings", "Anti-Corruption Laws", "Miscellaneous", "Consents", "Powers", "General", "Waivers", "Forfeitures", "Death", "Benefits"], "gold": ["Benefits"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500 for each assignment (which fee the Administrative Agent may, in its sole discretion, elect to waive), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Revolving Notes are issued to the assignee and such transferor Lender, as appropriate.", "references": ["Publicity", "Employment", "Non-Disparagement", "Change In Control", "Base Salary", "Waiver Of Jury Trials", "Interests", "Authority", "Fees", "Representations", "General", "Capitalization", "Sanctions", "Effectiveness", "Severability", "Amendments", "Binding Effects", "Successors", "Death", "Adjustments", "Integration", "Intellectual Property", "Solvency", "Anti-Corruption Laws", "Subsidiaries", "Payments", "Enforceability", "Assigns", "Indemnity", "Titles", "Assignments"], "gold": ["Assignments"]}
+{"input": "No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.\u00a0 The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.", "references": ["Compliance With Laws", "Transactions With Affiliates", "Survival", "Base Salary", "Existence", "Interpretations", "No Defaults", "Remedies", "Submission To Jurisdiction", "Enforceability", "Adjustments", "Definitions", "Capitalization", "Amendments", "Binding Effects", "Defined Terms", "Death", "Counterparts", "Governing Laws", "Change In Control", "Intellectual Property", "Financial Statements", "Expenses", "Indemnity", "Construction", "Effective Dates", "Applicable Laws", "Withholdings", "Benefits", "Headings", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement constitutes the entire understanding or agreement between the Company and the Employee relating to the subject matter hereof and there is no understanding or agreement, oral or written, which is not set forth herein. This Agreement supersedes and replaces any prior employment agreement or understanding, oral or written, between the Company and the Employee including, without limitation, that certain employment agreement between the Company and the Employee dated July 25, 2014. This Agreement may only be amended by a writing signed by the Company and the Employee.", "references": ["Amendments", "Duties", "Terms", "Indemnity", "Miscellaneous", "Employment", "Submission To Jurisdiction", "Capitalization", "Successors", "Records", "Closings", "Titles", "Litigations", "Use Of Proceeds", "Remedies", "Erisa", "Non-Disparagement", "Releases", "Waivers", "Disability", "Benefits", "Sanctions", "Existence", "Expenses", "Compliance With Laws", "Books", "Defined Terms", "Cooperation", "No Conflicts", "Indemnifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall be governed by the laws of the State of Washington.", "references": ["Representations", "Publicity", "Successors", "Costs", "Approvals", "Solvency", "Enforceability", "Non-Disparagement", "Litigations", "Records", "Assigns", "Assignments", "No Conflicts", "Defined Terms", "Organizations", "Base Salary", "Cooperation", "Binding Effects", "No Defaults", "Severability", "Use Of Proceeds", "Books", "Employment", "Entire Agreements", "Fees", "Existence", "Sales", "Intellectual Property", "Expenses", "Effectiveness", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant\u2019s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of the Plan. The Administrator, in its sole discretion and in satisfaction of the foregoing requirement, may withhold, or allow a Participant to elect to have the Company withhold, Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Warrant exercise involving the sale of Shares to pay the Option or Warrant exercise price or any tax withholding obligation.", "references": ["Severability", "Survival", "General", "Transactions With Affiliates", "Authorizations", "Cooperation", "Forfeitures", "Solvency", "Change In Control", "Waivers", "Assignments", "No Defaults", "Closings", "Assigns", "Organizations", "Terms", "Withholdings", "Sales", "Capitalization", "Liens", "Consent To Jurisdiction", "Notices", "Counterparts", "Definitions", "Use Of Proceeds", "Benefits", "Base Salary", "Indemnity", "Modifications", "Qualifications", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Notwithstanding any employee agreement in effect between a Participant and the Employer, if a Participant or Beneficiary brings a claim that relates to benefits under this Plan that is not covered under ERISA, and regardless of the basis of the claim (including but not limited to, actions under Title VII, wrongful discharge, breach of employment agreement, etc.), such claim shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association (\u201cAAA\u201d) and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Arbitration must be initiated by serving or mailing a written notice of the complaint to the other party. Normally, such written notice should be provided to the other party within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint. However, this time frame may be extended if the applicable statute of limitation provides for a longer period of time. If the complaint is not properly submitted within the appropriate time frame, all rights and claims that the complaining party has or may have against the other party shall be waived and void. Any notice sent to the Employer or Company under this Section shall be delivered to the Company\u2019s headquarters, with attention to the General Counsel of the Company.", "references": ["Interests", "Agreements", "Duties", "Change In Control", "Releases", "Amendments", "Interpretations", "Construction", "Liens", "Cooperation", "Miscellaneous", "Specific Performance", "Insurances", "Governing Laws", "Costs", "Transactions With Affiliates", "Solvency", "Fees", "Assignments", "Publicity", "Successors", "Compliance With Laws", "No Conflicts", "Integration", "Adjustments", "Brokers", "Entire Agreements", "Employment", "Existence", "Vacations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Each Investor, severally and not jointly, represents and warrants to the Company as follows: (a)\u00a0such Investor has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement, (b)\u00a0this Agreement has been duly and validly authorized, executed and delivered by such Investor, constitutes a valid and binding obligation and agreement of such Investor and is enforceable against such Investor in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles, (c)\u00a0the Investors have advised the Company of their aggregate beneficial ownership of shares of Company Common Stock and the number of shares of Company Common Stock the Investors have the right to vote as of the date of this Agreement, and as of the date of this Agreement, the Investors and their Affiliates have aggregate economic exposure to 13,600,000 shares of Company Common Stock. Elliott agrees during the Cooperation Period to update and advise the Company of Elliott\u2019s beneficial ownership (which shall include a combination of Elliott\u2019s economic and beneficial ownership (as determined under Rule 13d-3 under the Exchange Act)) of shares of Company Common Stock as of such date as any New Director (or any Replacement New Director) ceases to be director, as promptly as practicable after such date.", "references": ["Disclosures", "Costs", "Disability", "Closings", "Intellectual Property", "Warranties", "Non-Disparagement", "Definitions", "Effectiveness", "Solvency", "Employment", "Subsidiaries", "Forfeitures", "Interpretations", "Benefits", "Notices", "Participations", "Anti-Corruption Laws", "Qualifications", "Payments", "Sales", "Indemnifications", "Cooperation", "Sanctions", "Compliance With Laws", "Insurances", "Binding Effects", "Existence", "Taxes", "Change In Control", "Representations"], "gold": ["Representations"]}
+{"input": "Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then current rules\u00a0of the American Arbitration Association (\u201c AAA \u201d).\u00a0 Any matter to be settled by arbitration shall be submitted to the AAA in Denver, Colorado and the parties agree to abide by all awards rendered in such proceedings.\u00a0 The parties shall attempt to designate one arbitrator from the AAA, but if they are unable to do so, then the AAA shall designate an arbitrator. Any arbitrator selected by the parties or the AAA shall be a qualified Person with no less than ten (10)\u00a0years of experience as a business appraiser and who has experience with complex real estate disputes.\u00a0 The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction.\u00a0 All awards may be filed with the clerk of one or more courts, state or federal having jurisdiction over the party against whom such award is rendered or his or her property, as a basis of judgment and of the issuance of execution for its collection.", "references": ["Publicity", "Assignments", "Compliance With Laws", "Submission To Jurisdiction", "Notices", "Financial Statements", "Titles", "Qualifications", "Survival", "Terminations", "Disclosures", "Duties", "No Waivers", "Disability", "Specific Performance", "Adjustments", "Enforcements", "Authorizations", "Transactions With Affiliates", "Headings", "Confidentiality", "Indemnifications", "General", "Participations", "Interests", "Erisa", "Representations", "Anti-Corruption Laws", "Brokers", "Authority", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Executive agrees to execute and deliver, after the date hereof, without additional consideration, any additional documents, and to take any further actions, as may be necessary to fulfill the intent of this Agreement and the transactions contemplated hereby.", "references": ["Disclosures", "Assignments", "Binding Effects", "Disability", "Consent To Jurisdiction", "Forfeitures", "Vacations", "Non-Disparagement", "Warranties", "Indemnifications", "Capitalization", "Closings", "Positions", "Approvals", "Expenses", "Effective Dates", "Arbitration", "Counterparts", "Costs", "Fees", "Terminations", "Erisa", "Headings", "Notices", "Definitions", "Transactions With Affiliates", "Litigations", "Confidentiality", "Titles", "Authority", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The term of this Agreement (the \u201c Term \u201d) shall commence on the Effective Date and shall continue in effect until December\u00a031, 2018 (the \u201cInitial Termination Date\u201d ); provided , however , that this Agreement shall be automatically extended for one (1)\u00a0additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date, unless the Company elects not to so extend the term of the Agreement by notifying Executive, in writing, of such election not less than sixty (60)\u00a0days prior to the last day of the Term as then in effect.", "references": ["Disclosures", "Warranties", "Interpretations", "Remedies", "Binding Effects", "Effective Dates", "Terminations", "Publicity", "Effectiveness", "Death", "Sales", "Organizations", "Severability", "Interests", "Consents", "Expenses", "Tax Withholdings", "Financial Statements", "Use Of Proceeds", "Assignments", "Cooperation", "Indemnity", "Enforcements", "Consent To Jurisdiction", "Employment", "General", "Defined Terms", "Confidentiality", "Existence", "Governing Laws", "Terms"], "gold": ["Terms"]}
+{"input": "The Seller hereby agrees with Buyer that the Seller will not, and that the Seller will cause its Affiliates (other than the Company) not to, at any time on or after the Closing Date, directly or indirectly, without the prior written consent of Buyer, disclose or use any confidential or proprietary information involving or relating to the Company (collectively, \u201c Confidential Information \u201d); provided, however, that the information subject to the foregoing provision of this sentence will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof) or that was independently developed by the Seller without use or reference to Confidential Information or was in their rightful possession before the disclosure of the applicable Confidential Information to them; provided, further, that the provisions of this Section 7.6 will not prohibit any retention of copies of records or disclosure (a) required by applicable Law or applicable Governmental Entity or (b) made in connection with the enforcement of any right or remedy relating to this Agreement or any Ancillary Agreement; provided, further, that \u201cConfidential Information\u201d shall not include any Information that is owned or controlled by or otherwise in the possession of the Seller or the Company prior to the Closing, and such Information shall be deemed to be, and shall be treated for all purposes under this Agreement as, Information of the Seller regardless of whether such Information is, after the Closing, in the possession of Buyer or any of its Affiliates (including, after the Effective Date, the Company). The obligations under this Section 7.6 shall terminate three (3) years after the Closing Date.", "references": ["Vacations", "Submission To Jurisdiction", "Authority", "Positions", "Successors", "Approvals", "Specific Performance", "Fees", "Litigations", "Definitions", "Survival", "Records", "Miscellaneous", "Indemnifications", "Further Assurances", "Severability", "Jurisdictions", "Representations", "Tax Withholdings", "Venues", "Withholdings", "Forfeitures", "Effective Dates", "Existence", "Terms", "Powers", "General", "Governing Laws", "Releases", "Adjustments", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The provisions of this Article 2 shall survive the termination of the Transaction Documents and the full and indefeasible payment, performance and discharge of the Guarantor Liabilities.", "references": ["Waivers", "Jurisdictions", "Subsidiaries", "No Conflicts", "Sanctions", "Insurances", "Severability", "Successors", "Enforcements", "Construction", "Use Of Proceeds", "Waiver Of Jury Trials", "Applicable Laws", "Positions", "Tax Withholdings", "Death", "Forfeitures", "Financial Statements", "Assignments", "No Waivers", "Disability", "Cooperation", "Enforceability", "Submission To Jurisdiction", "Notices", "Powers", "Consents", "Intellectual Property", "Taxes", "Consent To Jurisdiction", "Survival"], "gold": ["Survival"]}
+{"input": "To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Holders or the Collateral Agent exhaust any right or take any action against any Transaction Party or any other Person or any Collateral (as defined in the Security Agreement). Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section \u00a04 is knowingly made in contemplation of such benefits. The Guarantors hereby waive any right to revoke this Guaranty, and acknowledge that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.", "references": ["Waiver Of Jury Trials", "Releases", "Change In Control", "Sanctions", "Vacations", "Construction", "Non-Disparagement", "Positions", "Withholdings", "Amendments", "Modifications", "Survival", "Binding Effects", "Brokers", "Adjustments", "Consents", "Expenses", "Cooperation", "Definitions", "Books", "Approvals", "Insurances", "Base Salary", "General", "Disability", "No Defaults", "Closings", "Intellectual Property", "Venues", "Terminations", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement shall terminate upon the earliest of (i)\u00a0the Effective Time, (ii)\u00a0the termination of the Merger Agreement in accordance with its terms, (iii)\u00a0the time this Agreement is terminated upon the mutual written agreement of the Company and the Stockholder and (iv)\u00a0the time of any modification, waiver or amendment to any provision of the Merger Agreement that increases the amount, changes the form or otherwise changes in a manner adverse to the Stockholder the form or amount of consideration payable to the stockholders of the Company pursuant to the Merger Agreement as in effect on the date hereof (any such date under clause (i), (ii), (iii) and (iv)\u00a0being referred to herein as the \u201c Termination Date \u201d); provided , that the provisions set forth in Sections 10 to 21 shall survive the termination of this Agreement; provided further , that termination of this Agreement shall not relieve any party hereto from any liability for any Willful Breach of, or actual fraud in connection with, this Agreement prior to such termination.", "references": ["Counterparts", "Effectiveness", "Adjustments", "Interpretations", "Employment", "Costs", "Defined Terms", "Jurisdictions", "Payments", "Liens", "Closings", "Miscellaneous", "Enforcements", "Organizations", "Headings", "Representations", "Brokers", "Construction", "Positions", "Binding Effects", "Existence", "Warranties", "Interests", "Change In Control", "No Defaults", "Death", "Indemnity", "Qualifications", "Integration", "Duties", "Terminations"], "gold": ["Terminations"]}
+{"input": "The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.", "references": ["Successors", "Waivers", "Agreements", "Interpretations", "Remedies", "Books", "Disability", "Construction", "Adjustments", "Indemnifications", "Base Salary", "Records", "Enforceability", "Enforcements", "Payments", "Warranties", "Authorizations", "Sales", "Binding Effects", "Effective Dates", "Further Assurances", "Approvals", "Vacations", "Publicity", "Brokers", "Benefits", "Miscellaneous", "No Waivers", "Duties", "Vesting", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an \u201c Electronic Delivery \u201d), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re\u2011execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.", "references": ["Miscellaneous", "Applicable Laws", "Headings", "Effective Dates", "Capitalization", "Interpretations", "Compliance With Laws", "Venues", "Litigations", "No Conflicts", "General", "Consents", "Waivers", "Effectiveness", "Cooperation", "Integration", "Representations", "Solvency", "Further Assurances", "Subsidiaries", "Closings", "Submission To Jurisdiction", "Successors", "Governing Laws", "Powers", "Specific Performance", "Enforcements", "Transactions With Affiliates", "Consent To Jurisdiction", "Terminations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall have the meanings set forth in this Section 1. Capitalized terms not defined in this Agreement shall have the same definitions as in the Plan.", "references": ["Amendments", "Transactions With Affiliates", "Defined Terms", "Counterparts", "Waivers", "Participations", "Closings", "Compliance With Laws", "Existence", "Publicity", "Books", "Authorizations", "Expenses", "Qualifications", "Records", "Binding Effects", "Agreements", "Insurances", "Interpretations", "Costs", "Litigations", "Payments", "Terminations", "Remedies", "Solvency", "Brokers", "Sales", "Modifications", "Effectiveness", "Base Salary", "Definitions"], "gold": ["Definitions"]}
+{"input": "WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT, NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.\u00a0 IN ANY SUCH JUDICIAL PROCEEDING, THE PREVAILING PARTY SHALL BE ENTITLED TO ITS REASONABLE ATTORNEY'S FEES, COSTS AND EXPENSES.", "references": ["Capitalization", "Death", "Existence", "Construction", "Brokers", "Publicity", "Modifications", "Withholdings", "Approvals", "Powers", "Solvency", "Organizations", "Vesting", "Releases", "Fees", "Subsidiaries", "General", "Warranties", "Insurances", "Enforcements", "Confidentiality", "Indemnity", "Jurisdictions", "Expenses", "Non-Disparagement", "Binding Effects", "Benefits", "Applicable Laws", "Liens", "Litigations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Company and each of its Subsidiaries is Solvent, both before and after giving effect to the transactions contemplated by the Transaction Documents.", "references": ["Releases", "Successors", "Base Salary", "Benefits", "No Conflicts", "Closings", "Payments", "Construction", "Death", "Sanctions", "Agreements", "Entire Agreements", "Books", "Records", "Indemnity", "Positions", "Taxes", "Brokers", "Vacations", "Submission To Jurisdiction", "Miscellaneous", "Applicable Laws", "Organizations", "Binding Effects", "Titles", "Terms", "Remedies", "Terminations", "Intellectual Property", "Modifications", "Solvency"], "gold": ["Solvency"]}
+{"input": "All disputes between or among any Persons arising out of or in any way connected with the Plan, this Agreement, the Shares or the RSUs shall be solely and finally settled by the Committee, acting in good faith, the determination of which shall be final.\u00a0\u00a0\u00a0Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States Federal and state courts sitting in Wilmington, Delaware as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee\u2019s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to be resolved by the Committee.\u00a0\u00a0Each such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective ten (10) days after such mailing.", "references": ["Definitions", "Non-Disparagement", "Sales", "Tax Withholdings", "Adjustments", "Representations", "Employment", "Qualifications", "Transactions With Affiliates", "Titles", "Withholdings", "No Waivers", "Publicity", "Modifications", "Arbitration", "Vacations", "Cooperation", "Compliance With Laws", "Disability", "Amendments", "Insurances", "Defined Terms", "Brokers", "Approvals", "Solvency", "Organizations", "Interpretations", "Intellectual Property", "Notices", "Financial Statements", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "You agree that all claims, disputes, or controversies arising under this Letter Agreement or any other agreement between the parties, or related to your employment with the Company or the termination of such employment (whether or not based on contract, tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act, and/or the Americans with Disabilities Act), shall be resolved exclusively through mediation/arbitration by JAMS, in the JAMS office closest to your place of work, whose decision shall be final and binding and subject to confirmation in a court of competent jurisdiction, in accordance with the JAMS Rules and Procedures for Mediation/Arbitration of Employment Disputes. YOU EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT . You understand and agree that nothing in this Arbitration paragraph or in this agreement shall alter or change the at-will nature of your employment relationship with the Company. Nothing in this paragraph will be interpreted to limit your right to file or participate in an investigative proceeding of any federal, state or local governmental agency, including the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or the National Labor Relations Board.", "references": ["Non-Disparagement", "Assignments", "Erisa", "Confidentiality", "Survival", "Consent To Jurisdiction", "Disclosures", "Notices", "Terminations", "Use Of Proceeds", "Waivers", "Death", "Effective Dates", "Releases", "Publicity", "Anti-Corruption Laws", "Existence", "Remedies", "Miscellaneous", "Costs", "Cooperation", "Books", "Authorizations", "Powers", "Solvency", "Interpretations", "Enforcements", "Transactions With Affiliates", "Specific Performance", "Duties", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Each of the Commitment Parties and their respective affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder (including, without limitation, the Projections, the information contained in the Information Materials and any other Information provided by you that is not identified or marked clearly by you as \u201cPUBLIC\u201d) solely for the purpose of providing the services which are the subject of this Commitment Letter in connection with the transactions contemplated hereby and shall treat confidentially all such information; provided that nothing herein shall prevent the Commitment Parties from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such Commitment Party, to the extent permitted by law, will use commercially reasonable efforts to notify the Company prior to any such disclosure in order to permit the Company to object to or seek a protective order against such disclosure; and, further, to cooperate on a reasonable basis, at the Company\u2019s sole expense, with any such efforts to object to or seek a protective order against such disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over any of the Commitment Parties or any of their respective affiliates (in which case such Commitment Party, to the extent practicable and not prohibited by applicable law or regulation, agree to inform you promptly thereof (except with respect to any audit or examination conducted by bank accountants or any governmental authority exercising examination or regulatory authority)), (c) to the extent that such information becomes publicly available other than by reason of disclosure by any of the Commitment Parties or any of their respective affiliates in contravention of this paragraph, (d) to the extent that such information is received by any of the Commitment Parties from a third party that is not to its knowledge subject to confidentiality obligations to you, (e) to the extent that such information is independently developed by any of the Commitment Parties without reference to any of the Company\u2019s confidential information, (f) to any of the Commitment Parties respective affiliates and their respective employees, legal counsel, independent auditors and other experts or agents, and solely on a need-to-know basis in connection with the Senior Credit Facilities and the transactions contemplated hereby, and provided such persons and entities are informed of the confidential nature of such information and agree or are otherwise obligated to hold such information in confidence, (g) to prospective Lenders and prospective arrangers, participants or assignees in respect of the Senior Credit Facilities, in each case who agree to be bound by standard confidentiality provisions in accordance with the customary loan market syndication practices for dissemination of such information, (h) for purposes of establishing a \u201cdue diligence\u201d defense or (i) in connection with the exercise of any remedies hereunder or under the Fee Letter or any action or proceeding relating to this Commitment Letter or the Fee Letter or the enforcement of rights hereunder or thereunder.", "references": ["Venues", "Entire Agreements", "Specific Performance", "Forfeitures", "Capitalization", "Agreements", "Arbitration", "Financial Statements", "Intellectual Property", "Enforcements", "Terms", "Death", "Brokers", "Notices", "Effectiveness", "Defined Terms", "Subsidiaries", "Authorizations", "Tax Withholdings", "Expenses", "Sales", "Definitions", "Records", "Erisa", "Publicity", "Interpretations", "Approvals", "Modifications", "Terminations", "Litigations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Borrower represents and warrants that the execution and delivery of this Amendment, the consummation of the transactions contemplated herein and in the Loan Agreement (before and after giving effect to this Amendment), and the performance of and compliance with the terms and provisions hereof by the Borrower will not (a)\u00a0violate, contravene or conflict with any provision of its articles or certificate of incorporation, bylaws or other organizational or governing document, (b)\u00a0violate, contravene or conflict with any law, rule, regulation (including, without limitation, Regulation U and Regulation X), order, writ, judgment, injunction, decree or permit applicable to the Borrower, (c)\u00a0violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties may be bound, the violation of which would have or would reasonably be expected to have a Material Adverse Effect or (d)\u00a0result in or require the creation of any Lien upon or with respect to the Borrower\u2019s properties.", "references": ["Publicity", "Benefits", "Waiver Of Jury Trials", "Payments", "Interests", "Terminations", "Organizations", "Releases", "Positions", "Integration", "Specific Performance", "Consents", "Enforceability", "Transactions With Affiliates", "Warranties", "Titles", "Death", "Existence", "Insurances", "Financial Statements", "Further Assurances", "Qualifications", "Modifications", "Non-Disparagement", "General", "Powers", "Governing Laws", "Vacations", "Change In Control", "Vesting", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Seller, to his best knowledge, acknowledges and agrees that the representations and warranties by the Seller in this Section 4.2 are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.", "references": ["Brokers", "Specific Performance", "No Waivers", "Powers", "Enforceability", "Severability", "Agreements", "Costs", "Death", "Effectiveness", "Approvals", "Binding Effects", "Indemnifications", "Capitalization", "Waivers", "Venues", "Anti-Corruption Laws", "Authorizations", "Entire Agreements", "Authority", "Litigations", "Survival", "Remedies", "Governing Laws", "Transactions With Affiliates", "Successors", "Cooperation", "Submission To Jurisdiction", "Base Salary", "Sales", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "To the best of the Company\u2019s knowledge, except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, neither the Company nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve (12) months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Duties", "Publicity", "Miscellaneous", "Definitions", "Base Salary", "Tax Withholdings", "Terminations", "Records", "Severability", "Representations", "Authorizations", "Releases", "Counterparts", "Disability", "No Waivers", "Death", "Existence", "Applicable Laws", "Confidentiality", "Closings", "Enforcements", "Qualifications", "Authority", "Powers", "Terms", "Cooperation", "Specific Performance", "Subsidiaries", "Waiver Of Jury Trials", "Modifications", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Each of the parties hereto acknowledges and agrees that the other parties would be damaged irreparably, and in a manner for which monetary damages would not be an adequate remedy, in the event any of the provisions of this Agreement are not performed in accordance with its specific terms or otherwise are breached. Accordingly, each of the parties hereto agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted as provided in Section\u00a05.6, in addition to any other remedy to which they may be entitled, at law or in equity and that each party hereto agrees to waive any requirements for the securing or posting of any bond or other security in connection with such remedy.", "references": ["Indemnifications", "No Defaults", "Terms", "Change In Control", "Representations", "Subsidiaries", "Consent To Jurisdiction", "Modifications", "Arbitration", "Anti-Corruption Laws", "Authority", "Sanctions", "Specific Performance", "Closings", "Waivers", "Costs", "Authorizations", "Amendments", "Payments", "Interests", "Enforceability", "Indemnity", "Severability", "Erisa", "Capitalization", "Existence", "Construction", "Employment", "Death", "Entire Agreements", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "This Guaranty constitutes an amendment and restatement of (i) the Guaranty, dated March 31, 2015, delivered in connection with the March 2015 Existing Credit Agreement and (ii) the Guaranty, dated November 17, 2015, delivered in connection with the November 2015 Existing Credit Agreement (collectively, the \u201c Existing Guaranties \u201d), and shall be effective from and after the date hereof and shall supersede the Existing Guaranties in all respects. The execution and delivery of this Guaranty shall not constitute a novation of any obligations owing to the Lenders, the Administrative Agent or any other party, as applicable, under any of the Existing Guaranties based on facts or events occurring or existing prior to the execution and delivery of this Guaranty.", "references": ["No Defaults", "Miscellaneous", "Forfeitures", "Enforceability", "Arbitration", "Duties", "No Waivers", "Counterparts", "Sales", "Binding Effects", "Books", "Applicable Laws", "Assignments", "Effectiveness", "General", "Erisa", "Use Of Proceeds", "Intellectual Property", "Transactions With Affiliates", "Disability", "Anti-Corruption Laws", "Waivers", "Warranties", "Agreements", "Records", "Severability", "Indemnity", "Terms", "Enforcements", "Taxes", "Amendments"], "gold": ["Amendments"]}
+{"input": "All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Texas, without giving effect to any conflict of law provisions thereof, except to the extent Texas state law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.", "references": ["Waiver Of Jury Trials", "Intellectual Property", "Publicity", "Indemnifications", "Notices", "Integration", "Vesting", "Representations", "Remedies", "Benefits", "Severability", "Employment", "Organizations", "Releases", "Financial Statements", "Miscellaneous", "Terms", "Approvals", "Interests", "Books", "Interpretations", "Transactions With Affiliates", "Confidentiality", "Compliance With Laws", "Use Of Proceeds", "Powers", "Specific Performance", "Capitalization", "Successors", "Subsidiaries", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "VICI REIT, the Company and Executive acknowledge and agree that a breach by Executive of any of the covenants contained in this Section 6 will cause immediate and irreparable harm and damage to the Company and the Company Affiliates, and that monetary damages will be inadequate to compensate the Company and the Company Affiliates, as the case may be, for such breach. Accordingly, Executive acknowledges that the Company and the Company Affiliates shall, in addition to any other remedies available to it at law or in equity, be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of said covenants by Executive or any of her affiliates, associates, partners or agents, either directly or indirectly, without the necessity of posting a bond, or proving the inadequacy of legal remedies or irreparable harm.", "references": ["Erisa", "Authority", "Construction", "Non-Disparagement", "Qualifications", "Miscellaneous", "Withholdings", "Death", "Defined Terms", "Transactions With Affiliates", "Disability", "Indemnity", "Vesting", "Terminations", "Interpretations", "Publicity", "Organizations", "Taxes", "Releases", "Disclosures", "Effective Dates", "Tax Withholdings", "Consents", "Benefits", "Consent To Jurisdiction", "Cooperation", "Liens", "Anti-Corruption Laws", "Approvals", "Waiver Of Jury Trials", "Remedies"], "gold": ["Remedies"]}
+{"input": "EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY OTHER FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.\u00a0 EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.\u00a0 NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Closings", "Amendments", "Organizations", "Arbitration", "Litigations", "Records", "Change In Control", "Fees", "Sanctions", "Interests", "Capitalization", "Effective Dates", "Approvals", "Erisa", "Sales", "General", "Adjustments", "Employment", "Indemnifications", "Warranties", "Insurances", "Jurisdictions", "Non-Disparagement", "Publicity", "Construction", "Tax Withholdings", "Cooperation", "Confidentiality", "Duties", "Qualifications", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "None of the VICI Parties has incurred, directly or indirectly, any Liability for brokerage or finders\u2019 fees or agents\u2019 commissions or any similar charges in connection with the consummation of the transactions contemplated hereunder, other than to Goldman Sachs\u00a0& Co. LLC.", "references": ["Integration", "Terminations", "Assignments", "Authority", "Positions", "Amendments", "Forfeitures", "Miscellaneous", "Waiver Of Jury Trials", "Successors", "Tax Withholdings", "Expenses", "Compliance With Laws", "Disability", "Indemnifications", "Powers", "Waivers", "Construction", "Solvency", "Modifications", "Enforcements", "Taxes", "Financial Statements", "Counterparts", "Defined Terms", "Indemnity", "Jurisdictions", "Effective Dates", "Applicable Laws", "Liens", "Brokers"], "gold": ["Brokers"]}
+{"input": "Except for waivers specifically provided for in this Agreement, this Agreement may not be amended nor any rights hereunder waived except by an instrument in writing signed by the Party to be charged with such amendment or waiver and delivered by such Party to the Party claiming the benefit of such amendment or waiver.", "references": ["Expenses", "Litigations", "Survival", "Headings", "Confidentiality", "Liens", "Indemnity", "Specific Performance", "Sales", "Applicable Laws", "Binding Effects", "Positions", "Withholdings", "Titles", "Terminations", "Assignments", "Records", "Jurisdictions", "Effective Dates", "Interests", "Entire Agreements", "Benefits", "Non-Disparagement", "Intellectual Property", "Effectiveness", "Modifications", "Releases", "Interpretations", "Enforcements", "Qualifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "If any provision of this Release or the application thereof to any person or circumstance shall to any extent be held to be invalid or unenforceable, the remainder of this Release and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Release shall be valid and enforceable to the fullest extent permitted by law.", "references": ["Closings", "Terms", "Terminations", "Applicable Laws", "Effectiveness", "Withholdings", "Amendments", "Transactions With Affiliates", "Construction", "Remedies", "Subsidiaries", "Liens", "Jurisdictions", "Forfeitures", "Benefits", "Positions", "Sales", "Duties", "Cooperation", "Waivers", "Litigations", "Miscellaneous", "Releases", "Disability", "Assignments", "Governing Laws", "Existence", "Non-Disparagement", "Integration", "Binding Effects", "Severability"], "gold": ["Severability"]}
+{"input": "This Lease constitutes the entire Agreement between the parties hereto with respect to the transactions contemplated herein and the Lease shall not be modified in any way except by a written instrument signed by Landlord and Tenant.\u00a0 All negotiations and oral agreements acceptable to both parties are included herein.", "references": ["Benefits", "Venues", "Survival", "Records", "Waiver Of Jury Trials", "Severability", "Qualifications", "Tax Withholdings", "Representations", "Applicable Laws", "Insurances", "Liens", "Anti-Corruption Laws", "Sanctions", "Enforceability", "Disclosures", "Effectiveness", "Costs", "Compliance With Laws", "Forfeitures", "Vesting", "Base Salary", "Litigations", "General", "Construction", "Positions", "Non-Disparagement", "Agreements", "Powers", "Assigns", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Either Party\u2019s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision of this Agreement.", "references": ["General", "Cooperation", "Erisa", "Jurisdictions", "Amendments", "Fees", "Agreements", "Indemnifications", "Books", "Benefits", "Duties", "Enforceability", "Authority", "Insurances", "Payments", "Litigations", "Adjustments", "Consents", "Remedies", "Confidentiality", "Disclosures", "Change In Control", "Anti-Corruption Laws", "Forfeitures", "No Conflicts", "Closings", "No Defaults", "Vacations", "Effectiveness", "Existence", "Waivers"], "gold": ["Waivers"]}
+{"input": "Sections\u00a09\u00a0(\u201cOther Covenants\u201d), 10\u00a0(\u201cConfidentiality and Proprietary Rights\u201d), 11\u00a0(\u201cNon-Competition; Nonsolicitation of Company\u2019s Employees\u201d), 12\u00a0(\u201cInjunctive Relief\u201d), 14\u00a0(\u201cGeneral Provisions\u201d) and 15\u00a0(\u201cEntire Agreement\u201d) of this Agreement shall survive termination of Executive\u2019s employment with the Company.", "references": ["Disclosures", "Assignments", "Death", "Fees", "Tax Withholdings", "Confidentiality", "Costs", "Waivers", "Closings", "Employment", "Capitalization", "Agreements", "Entire Agreements", "Further Assurances", "Effectiveness", "Successors", "Waiver Of Jury Trials", "Titles", "Consent To Jurisdiction", "Vacations", "Construction", "Positions", "Transactions With Affiliates", "Taxes", "Existence", "Solvency", "Releases", "Anti-Corruption Laws", "Interests", "Definitions", "Survival"], "gold": ["Survival"]}
+{"input": "The agreements in this Section shall survive the resignation of any Administrative Agent, the assignment of any Term Loan by any Lender, the replacement of any Lender, the termination of the Term Loan Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Assignments", "Further Assurances", "Anti-Corruption Laws", "Counterparts", "Change In Control", "Death", "Binding Effects", "Applicable Laws", "Entire Agreements", "Authorizations", "No Defaults", "Disclosures", "Jurisdictions", "Participations", "Consents", "Forfeitures", "Existence", "Indemnity", "Publicity", "Severability", "Insurances", "Successors", "Warranties", "Modifications", "Positions", "Effective Dates", "Sales", "Enforcements", "Benefits", "Definitions", "Survival"], "gold": ["Survival"]}
+{"input": "Each Restricted Person shall have obtained all\u00a0governmental authorizations from any Governmental Authority and all consents of other Persons, in each case that are necessary or reasonably deemed by Administrative Agent to be advisable in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.", "references": ["Enforceability", "Terminations", "Assigns", "Sanctions", "Duties", "Transactions With Affiliates", "Further Assurances", "Intellectual Property", "Books", "No Waivers", "Anti-Corruption Laws", "Tax Withholdings", "Sales", "Applicable Laws", "Defined Terms", "Solvency", "Jurisdictions", "Death", "Effectiveness", "Representations", "Confidentiality", "Indemnifications", "Participations", "Consent To Jurisdiction", "Withholdings", "Expenses", "Positions", "Waivers", "Construction", "Remedies", "Consents"], "gold": ["Consents"]}
+{"input": "Any question or dispute regarding the administration or interpretation of the Notice, the Plan or these Terms and Conditions shall be submitted by the Grantee or by the Company to the Administrator.\u00a0 The resolution of such question or dispute by the Administrator shall be final and binding on all persons.", "references": ["Assignments", "Base Salary", "Severability", "Records", "Anti-Corruption Laws", "Vacations", "Existence", "Employment", "Authorizations", "Subsidiaries", "Notices", "General", "Publicity", "Brokers", "Forfeitures", "Solvency", "Qualifications", "Financial Statements", "Consents", "Indemnity", "Miscellaneous", "Amendments", "Sales", "Effective Dates", "Intellectual Property", "Binding Effects", "Further Assurances", "Costs", "Sanctions", "Fees", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Each Loan Party will, and will cause each of its Subsidiaries to, (a)\u00a0pay in full before delinquency or before the expiration of any extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, other than Taxes not in excess of $50,000, except to the extent that the validity of such Tax is the subject of a Permitted Protest and so long as, in the case of an assessment or tax that has or may become a Lien against any of the Collateral, (i)\u00a0such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such assessment or tax, and (ii)\u00a0any such other Lien is at all times subordinate to Lender's Liens; and (b)\u00a0make timely payment or deposit of all tax payments and withholding taxes required of it and them by applicable laws, including those laws concerning F.I.C.A, F.U.T.A, state disability, and local, state, and federal income taxes, and will, upon request, furnish Lender with proof reasonably satisfactory to Lender indicating that such Loan Party and its Subsidiaries have made such payments or deposit.", "references": ["Venues", "Remedies", "Fees", "Sales", "Litigations", "Subsidiaries", "Capitalization", "Entire Agreements", "Intellectual Property", "Positions", "Brokers", "Powers", "Withholdings", "Assigns", "Counterparts", "Adjustments", "Titles", "Solvency", "Expenses", "Waivers", "Qualifications", "Specific Performance", "Disclosures", "Definitions", "Organizations", "Duties", "Records", "Arbitration", "Effectiveness", "Severability", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Time Sharing Agreement may for all purposes be executed in several counterparts, each of which shall be deemed an original, and all such counterparts, taken together, shall constitute the same instrument, even though all parties may not have executed the same counterpart of this Agreement. Each party may transmit its signature by confirmed facsimile or PDF transmission, and such signatures shall have the same force and effect as an original signature.", "references": ["Financial Statements", "Amendments", "Liens", "Anti-Corruption Laws", "Headings", "Sales", "Transactions With Affiliates", "Entire Agreements", "Survival", "Applicable Laws", "Disclosures", "Benefits", "Integration", "Qualifications", "Brokers", "Use Of Proceeds", "Construction", "Waiver Of Jury Trials", "Miscellaneous", "Payments", "Effective Dates", "Sanctions", "Disability", "Binding Effects", "Authorizations", "Notices", "Assignments", "Further Assurances", "Positions", "Specific Performance", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "EACH OF THE PARTIES HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF VIA OVERNIGHT COURIER, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW.", "references": ["Sanctions", "Taxes", "Qualifications", "Change In Control", "Organizations", "Sales", "No Conflicts", "Applicable Laws", "Disclosures", "Approvals", "Authorizations", "Death", "Anti-Corruption Laws", "Closings", "Intellectual Property", "Liens", "Notices", "Authority", "Severability", "Transactions With Affiliates", "Miscellaneous", "Remedies", "Vacations", "Successors", "Integration", "Brokers", "Interpretations", "Powers", "Base Salary", "Use Of Proceeds", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries own or possess sufficient rights to use all patents, patent applications, inventions, copyrights, know-how, trade secrets, trademarks, service marks and trade names and other technology and intellectual property rights (collectively, \u201c Intellectual Property \u201d) used in or necessary for the conduct of their respective businesses as currently conducted. To the Company\u2019s Knowledge, the conduct of the respective businesses of the Company and its Subsidiaries does not infringe the Intellectual Property of others in any material respect, and to the Company\u2019s Knowledge, no third party is infringing any Intellectual Property owned by the Company or any of its Subsidiaries in any material respect.", "references": ["Compliance With Laws", "Waiver Of Jury Trials", "Entire Agreements", "General", "Litigations", "Non-Disparagement", "Amendments", "Titles", "Sales", "Severability", "Authorizations", "Consent To Jurisdiction", "Integration", "Approvals", "Solvency", "Remedies", "Modifications", "Venues", "Fees", "Releases", "Construction", "Enforcements", "Insurances", "Subsidiaries", "Sanctions", "Indemnity", "Terms", "Governing Laws", "Disability", "Brokers", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "(a)\u00a0Except as required by applicable law, any and all payments by or on account of any obligation of any Borrower or any Subsidiary Guarantor under any Loan Document shall be made free and clear of and without deduction for any Taxes; provided that if Indemnified Taxes or Other Taxes are required to be deducted from such payments, then (i)\u00a0the sum payable by such Borrower or Subsidiary Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii)\u00a0the relevant withholding agent shall make such deductions and (iii)\u00a0the relevant withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.", "references": ["Titles", "Headings", "Consent To Jurisdiction", "Duties", "Definitions", "Fees", "Authorizations", "Intellectual Property", "Qualifications", "Binding Effects", "Notices", "Assignments", "Vacations", "Miscellaneous", "Survival", "Sales", "Consents", "Indemnifications", "Authority", "Construction", "Severability", "Effective Dates", "Submission To Jurisdiction", "Powers", "Waiver Of Jury Trials", "Agreements", "Amendments", "Successors", "Sanctions", "Solvency", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Subscriber\u2019s obligation to acquire the Securities hereunder, and the Company\u2019s obligation to sell the Securities hereunder, shall be in effect until the earlier of (i) the consummation of the Business Combination within the time frame permitted by the Company\u2019s amended and restated certificate of incorporation (\u201cCharter\u201d), which, as of the date hereof, is expected to be 18 months from the consummation of the IPO, including any extensions beyond such term effected pursuant to the terms of the Charter, and (ii) the liquidation of the Company in the event that the Company is unable to consummate the Business Combination within the time frame permitted by the Charter (including any extensions).", "references": ["Amendments", "Participations", "Specific Performance", "Organizations", "Indemnifications", "Intellectual Property", "Effectiveness", "Successors", "Disability", "Anti-Corruption Laws", "Litigations", "Vacations", "Authorizations", "No Conflicts", "Expenses", "Remedies", "Venues", "Integration", "No Waivers", "General", "Cooperation", "Non-Disparagement", "Enforceability", "Tax Withholdings", "Books", "Further Assurances", "Confidentiality", "Jurisdictions", "Vesting", "Subsidiaries", "Terms"], "gold": ["Terms"]}
+{"input": "(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount (if any) by which the Commitment of such Lender exceeds the Revolving Credit Exposure of such Lender during the period from and including the Availability Date to but excluding the date on which such Commitment terminates. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day after such last day (or if not a Business Day, the next following Business Day), commencing on the first such date to occur after the Availability Date; provided that accrued commitment fees shall be payable on the date on which the Commitments terminate. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Amendments", "Confidentiality", "General", "Submission To Jurisdiction", "Titles", "Terminations", "Disability", "Indemnity", "Applicable Laws", "Enforceability", "Insurances", "Death", "Survival", "Employment", "Compliance With Laws", "Brokers", "Jurisdictions", "Existence", "Approvals", "Qualifications", "Assigns", "Effective Dates", "Litigations", "Sales", "Records", "Binding Effects", "Headings", "Sanctions", "Indemnifications", "Withholdings", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws.", "references": ["Severability", "Interests", "Anti-Corruption Laws", "Duties", "Submission To Jurisdiction", "Assignments", "Approvals", "Effective Dates", "Warranties", "Taxes", "Vesting", "Authority", "Adjustments", "Survival", "Non-Disparagement", "Base Salary", "Publicity", "Successors", "Financial Statements", "Closings", "Further Assurances", "Intellectual Property", "Employment", "Modifications", "Expenses", "Entire Agreements", "Notices", "Solvency", "Interpretations", "Construction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.", "references": ["Costs", "Miscellaneous", "Authority", "Venues", "Authorizations", "Disability", "Erisa", "No Conflicts", "Successors", "No Waivers", "Death", "Assignments", "Organizations", "Submission To Jurisdiction", "Expenses", "Defined Terms", "Effective Dates", "Taxes", "Compliance With Laws", "Assigns", "Anti-Corruption Laws", "Confidentiality", "Change In Control", "Amendments", "Waiver Of Jury Trials", "Interests", "Financial Statements", "Insurances", "Participations", "Remedies", "Construction"], "gold": ["Construction"]}
+{"input": "The headings of the paragraphs and sections of this Agreement are inserted for convenience only and will not be deemed a part of or affect the construction or interpretation of any provision hereof. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.", "references": ["Survival", "Participations", "Use Of Proceeds", "No Defaults", "Successors", "Enforceability", "Defined Terms", "Terms", "Organizations", "Change In Control", "Miscellaneous", "Amendments", "Qualifications", "Severability", "Positions", "Construction", "Vesting", "Indemnity", "No Conflicts", "Capitalization", "Notices", "Binding Effects", "Representations", "Authorizations", "Insurances", "Remedies", "Vacations", "Terminations", "Death", "Authority", "Headings"], "gold": ["Headings"]}
+{"input": "In addition to any other remedy provided herein or in any document executed in connection herewith, the Company shall pay the Buyer for all costs, fees and expenses in connection with any arbitration, litigation, contest, dispute, suit or any other action to enforce any rights of the Buyer against the Company in connection herewith, including, but not limited to, costs and expenses and attorneys\u2019 fees, and costs and time charges of counsel to the Buyer.", "references": ["Jurisdictions", "Books", "Sanctions", "Severability", "Expenses", "Consent To Jurisdiction", "Effective Dates", "Powers", "Counterparts", "Interpretations", "Disclosures", "Solvency", "Base Salary", "Organizations", "Agreements", "Financial Statements", "No Defaults", "No Conflicts", "Publicity", "Anti-Corruption Laws", "Waivers", "Survival", "Vesting", "Titles", "Sales", "Applicable Laws", "Vacations", "Change In Control", "Liens", "Costs", "Remedies"], "gold": ["Remedies"]}
+{"input": "If any term of this Third Amendment, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Third Amendment, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Third Amendment shall be valid and enforceable to the fullest extent permitted by law.\u00a0 The titles for the paragraphs are for convenience only and not to be considered in construing this Third Amendment.\u00a0 This Third Amendment contains all of the agreements of the parties with respect to the subject matter hereof, and supersedes all prior dealings between them with respect to such subject matter.", "references": ["Definitions", "Construction", "Compliance With Laws", "Modifications", "Non-Disparagement", "Sanctions", "Severability", "Amendments", "General", "Effective Dates", "Capitalization", "Powers", "Submission To Jurisdiction", "Duties", "Disclosures", "Further Assurances", "No Defaults", "Enforcements", "Taxes", "Costs", "Benefits", "Books", "Tax Withholdings", "Erisa", "Terminations", "Effectiveness", "Confidentiality", "Venues", "Participations", "Interests", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Company will pay Executive during the Term an annual Base Salary of two hundred and twenty five thousand dollars per year ($225,000.00 per year), which may be adjusted from time to time by the independent members of the Board of Directors or Compensation Committee of the Board of Directors, if any.", "references": ["Jurisdictions", "Death", "Powers", "Enforceability", "Records", "Terms", "Effective Dates", "Duties", "Vesting", "General", "Forfeitures", "Liens", "No Waivers", "Survival", "Litigations", "Sales", "Assignments", "Waivers", "Solvency", "Releases", "Organizations", "Effectiveness", "Warranties", "Employment", "Modifications", "Authorizations", "Titles", "No Conflicts", "Confidentiality", "Books", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The provisions of this Agreement shall be in addition to those of any other Loan Document and any guaranty, pledge or security agreement, mortgage, deed of trust, security deed, note or other evidence of liability given by any Borrower Party to or for the benefit of any Bank Party with respect to the Loan, all of which shall be construed as complementary to each other, and all existing liabilities and obligations of any Borrower Party to any Bank Party with respect to the Loan and any Liens heretofore granted to or for the benefit of any Bank Party with respect to the Loan shall, except and only to the extent expressly provided herein to the contrary, remain in full force and effect, and shall not be released, impaired, diminished, or in any other way modified or amended as a result of the execution and delivery of this Agreement or any other Loan Document or by the agreements and undertaking of any Borrower Party contained herein and therein. Nothing herein contained shall prevent any Bank Party from enforcing any or all other notes, guaranties, pledges or security agreements, mortgages, deeds of trust, or security deeds in accordance with their respective terms. In the event of a conflict between any of the provisions of this Agreement or any of the other Loan Documents, the terms and provisions of this Agreement shall control. There are no third party beneficiaries to this Agreement or any other Loan Document.", "references": ["Disclosures", "Headings", "Change In Control", "Binding Effects", "Vacations", "Successors", "Subsidiaries", "Representations", "Cooperation", "Waiver Of Jury Trials", "Benefits", "Notices", "Assigns", "Agreements", "Severability", "Waivers", "Existence", "Death", "Enforceability", "Definitions", "Terms", "Modifications", "Payments", "Consents", "Submission To Jurisdiction", "Use Of Proceeds", "Participations", "Amendments", "Costs", "Records", "Construction"], "gold": ["Construction"]}
+{"input": "This Waiver and Third Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Waiver and Third Amendment. Delivery of an executed counterpart of this Waiver and Third Amendment by facsimile or a scanned copy by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Waiver and Third Amendment.", "references": ["Non-Disparagement", "Benefits", "Venues", "Participations", "Effective Dates", "Waiver Of Jury Trials", "Releases", "Successors", "Construction", "Defined Terms", "Representations", "General", "Fees", "Approvals", "Indemnity", "Consent To Jurisdiction", "Base Salary", "Litigations", "Interpretations", "Disclosures", "Taxes", "Closings", "Enforcements", "Existence", "Sales", "Tax Withholdings", "Withholdings", "Vesting", "Modifications", "Further Assurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Borrower, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) , in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of \u201cRequired Lenders,\u201d or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent.", "references": ["Applicable Laws", "Indemnifications", "Effectiveness", "Releases", "Severability", "Costs", "Vacations", "Governing Laws", "Change In Control", "Terminations", "Qualifications", "Headings", "Expenses", "Waivers", "Jurisdictions", "Organizations", "Records", "Liens", "Intellectual Property", "Disclosures", "Death", "Enforceability", "Binding Effects", "Payments", "Powers", "No Conflicts", "Waiver Of Jury Trials", "Subsidiaries", "Representations", "Non-Disparagement", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement shall terminate (the \u201c Expiration Time \u201d) upon the earlier to occur of (a) the favorable vote of the Green shareholders with respect to the approval of the Merger Agreement, (b)\u00a0the Effective Time, (c)\u00a0the date of termination of the Merger Agreement in accordance with its terms, and (d) any Material Merger Agreement Change; provided , that the provisions of ARTICLE V shall survive any termination of this Agreement. Nothing in this Section 5.1 and no termination of this Agreement shall relieve or otherwise limit either party of liability for fraud, or willful or intentional breach of this Agreement.", "references": ["Adjustments", "No Conflicts", "Solvency", "Consents", "Representations", "Agreements", "Expenses", "Entire Agreements", "Payments", "Titles", "Sanctions", "Capitalization", "Modifications", "Indemnity", "Governing Laws", "Compliance With Laws", "Forfeitures", "Vesting", "Organizations", "Interpretations", "Binding Effects", "Confidentiality", "Miscellaneous", "Non-Disparagement", "Benefits", "Assigns", "Releases", "Books", "Vacations", "Publicity", "Terminations"], "gold": ["Terminations"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "references": ["Specific Performance", "Titles", "Severability", "Authorizations", "Disability", "Applicable Laws", "Publicity", "Powers", "Use Of Proceeds", "Non-Disparagement", "Arbitration", "Authority", "Fees", "Venues", "Miscellaneous", "Jurisdictions", "Death", "General", "Counterparts", "Employment", "Vacations", "Change In Control", "Indemnity", "Capitalization", "Modifications", "Vesting", "Anti-Corruption Laws", "Liens", "Existence", "Books", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement may be executed simultaneously in one or more counterparts (including by facsimile or electronic .pdf submission), and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which shall constitute one and the same agreement.", "references": ["Warranties", "Base Salary", "Death", "Assignments", "Effectiveness", "Confidentiality", "Intellectual Property", "Forfeitures", "Terminations", "Closings", "Liens", "Integration", "Publicity", "Powers", "Severability", "Binding Effects", "Consent To Jurisdiction", "Litigations", "Non-Disparagement", "Modifications", "Insurances", "Terms", "Enforcements", "Organizations", "No Waivers", "Representations", "Authorizations", "Indemnity", "Submission To Jurisdiction", "Approvals", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower and each Lender, including the LC Issuers, hereby acknowledge and agree that Citibank and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates.", "references": ["Construction", "Miscellaneous", "Payments", "Authority", "Insurances", "Survival", "Headings", "Qualifications", "Existence", "Representations", "Enforcements", "Change In Control", "Assigns", "Interpretations", "Enforceability", "Adjustments", "Submission To Jurisdiction", "Solvency", "Employment", "Severability", "Benefits", "Approvals", "Publicity", "Forfeitures", "Erisa", "Death", "Specific Performance", "Cooperation", "Successors", "Venues", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "In connection with this Agreement and all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and such transactions.", "references": ["No Defaults", "Subsidiaries", "Sanctions", "Closings", "Financial Statements", "Qualifications", "Sales", "Binding Effects", "Indemnifications", "Assigns", "Non-Disparagement", "Positions", "Definitions", "Vesting", "Publicity", "Intellectual Property", "Duties", "Venues", "Payments", "Waiver Of Jury Trials", "Compliance With Laws", "Expenses", "Modifications", "Miscellaneous", "Authorizations", "Survival", "Construction", "Successors", "Approvals", "Records", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "If for any reason any provision of this Note is determined by a tribunal of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of the Note will not be affected and such provision will be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision will then be enforceable and enforced.", "references": ["Expenses", "Approvals", "Confidentiality", "Costs", "Agreements", "Liens", "Employment", "No Defaults", "Use Of Proceeds", "Authority", "Financial Statements", "Taxes", "Subsidiaries", "Qualifications", "Erisa", "Tax Withholdings", "Terms", "Cooperation", "Anti-Corruption Laws", "Representations", "Jurisdictions", "Venues", "Warranties", "No Conflicts", "Forfeitures", "Interpretations", "Miscellaneous", "Terminations", "Submission To Jurisdiction", "Non-Disparagement", "Severability"], "gold": ["Severability"]}
+{"input": "Management of FHLBank risks as determined by the weighted average rating by the board of directors in an annual evaluation of the Risk Appetite metrics in this area using a 1 (lowest) to 5 (highest) point scale. General risk categories are market, credit and liquidity risks.", "references": ["Integration", "Records", "Employment", "Enforcements", "Enforceability", "Submission To Jurisdiction", "Specific Performance", "Interests", "Base Salary", "Cooperation", "Tax Withholdings", "Terminations", "Jurisdictions", "Waivers", "Miscellaneous", "Capitalization", "Anti-Corruption Laws", "Subsidiaries", "Death", "Modifications", "Sales", "Positions", "Taxes", "Consent To Jurisdiction", "Venues", "Entire Agreements", "Erisa", "Indemnity", "Publicity", "Representations", "Definitions"], "gold": ["Definitions"]}
+{"input": "Such Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than nonconsensual Liens of the type permitted by Section\u00a08.01 of the Credit Agreement.\u00a0 There exists no \u201cadverse claim\u201d within the meaning of Section\u00a08-102 of the UCC with respect to the Pledged Shares of such Pledgor.", "references": ["Interpretations", "Amendments", "Remedies", "Sales", "Non-Disparagement", "Costs", "Change In Control", "Publicity", "Sanctions", "Anti-Corruption Laws", "Authorizations", "No Defaults", "Base Salary", "No Conflicts", "Records", "Taxes", "Submission To Jurisdiction", "Vesting", "Integration", "Definitions", "Books", "Arbitration", "Assigns", "Authority", "Indemnity", "Severability", "Successors", "Litigations", "Expenses", "Cooperation", "Titles"], "gold": ["Titles"]}
+{"input": "Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans under the Revolving Facility or at such other rate or rates as the Borrower and the Swingline Lender may agree from time to time in writing. Interest on Swingline Loans is solely for the account of the Swingline Lender (except to the extent a Revolving Lender acquires a participating interest in a Swingline Loan pursuant to the immediately following subsection (e)). All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section\u00a02.5. with respect to interest on Base Rate Loans (except as the Swingline Lender and the Borrower may otherwise agree in writing in connection with any particular Swingline Loan).", "references": ["Duties", "Jurisdictions", "Remedies", "Defined Terms", "Assignments", "Submission To Jurisdiction", "Insurances", "Definitions", "Titles", "Employment", "Compliance With Laws", "Positions", "Use Of Proceeds", "Warranties", "Taxes", "Fees", "Confidentiality", "Existence", "Disclosures", "Consents", "Cooperation", "Effectiveness", "Withholdings", "Authorizations", "Effective Dates", "Releases", "Sales", "Participations", "Books", "Enforceability", "Interests"], "gold": ["Interests"]}
+{"input": "The Company will reimburse the Executive for expenses incurred in connection with the Company\u2019s business, including expenses for travel, lodging, meals, beverages, entertainment, and other items on the Executive\u2019s periodic presentation of an account of such expenses.", "references": ["Publicity", "Arbitration", "Assignments", "Authority", "Enforceability", "Tax Withholdings", "Binding Effects", "Capitalization", "Miscellaneous", "Representations", "Venues", "Anti-Corruption Laws", "Vacations", "Brokers", "Insurances", "Fees", "Solvency", "Indemnity", "Payments", "Terms", "Waivers", "Enforcements", "Confidentiality", "Positions", "Waiver Of Jury Trials", "Cooperation", "Indemnifications", "Interests", "Vesting", "General", "Expenses"], "gold": ["Expenses"]}
+{"input": "No term or provision of this Agreement shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance, or regulation, the latter shall prevail, but in such event the affected provision of this Agreement shall be curtailed and limited only to the extent necessary to bring such provision within the requirements of the law.", "references": ["Subsidiaries", "Books", "Applicable Laws", "Powers", "Records", "Adjustments", "Warranties", "Indemnifications", "Use Of Proceeds", "Enforcements", "Vesting", "Submission To Jurisdiction", "Arbitration", "Authorizations", "Financial Statements", "Representations", "Counterparts", "Tax Withholdings", "Sanctions", "Modifications", "Litigations", "Approvals", "Headings", "Death", "Cooperation", "Closings", "Insurances", "Agreements", "Survival", "Intellectual Property", "Construction"], "gold": ["Construction"]}
+{"input": "Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company\u2019s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial disclosure of the transaction. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser\u2019s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.", "references": ["Miscellaneous", "Indemnifications", "Further Assurances", "Powers", "Brokers", "Capitalization", "Arbitration", "Books", "Litigations", "Jurisdictions", "Withholdings", "Interpretations", "Binding Effects", "Amendments", "Entire Agreements", "Waivers", "No Waivers", "Transactions With Affiliates", "Forfeitures", "Integration", "Publicity", "Vesting", "Use Of Proceeds", "Successors", "Agreements", "Financial Statements", "Employment", "Waiver Of Jury Trials", "Defined Terms", "Organizations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a \u201c Casualty \u201d), Borrowers shall give prompt notice thereof to Administrative Agent. Following the occurrence of a Casualty, provided Administrative Agent makes insurance proceeds available to Borrowers, Borrowers shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable Requirements of Law. If Administrative Agent is entitled to receive such proceeds and, pursuant to the terms hereof, does not make insurance proceeds available to Borrowers, Borrowers, at Borrowers\u2019 expense, shall promptly proceed to remove any debris and secure the damaged Project.", "references": ["Fees", "Integration", "Benefits", "Indemnifications", "Sanctions", "Further Assurances", "Applicable Laws", "Approvals", "Death", "Enforceability", "Use Of Proceeds", "Capitalization", "Duties", "Disability", "Insurances", "Interests", "Positions", "Participations", "Warranties", "Forfeitures", "Financial Statements", "Powers", "Compliance With Laws", "Non-Disparagement", "Authorizations", "Headings", "Assignments", "Counterparts", "Arbitration", "Transactions With Affiliates", "Notices"], "gold": ["Notices"]}
+{"input": "The rights and obligations contained in this Agreement, which by their nature require performance following termination, shall survive any termination or expiration of this Agreement.", "references": ["Compliance With Laws", "Agreements", "Integration", "Authorizations", "Counterparts", "Severability", "Titles", "Cooperation", "Books", "Disclosures", "Disability", "Approvals", "Capitalization", "Brokers", "Expenses", "Base Salary", "No Defaults", "Headings", "Definitions", "Further Assurances", "Employment", "Modifications", "Change In Control", "Terminations", "Authority", "Adjustments", "Defined Terms", "Tax Withholdings", "Specific Performance", "Representations", "Survival"], "gold": ["Survival"]}
+{"input": "If one or more of the provisions in this Agreement are deemed void or unenforceable then the remaining provisions will continue in full force and effect.\u00a0\u00a0Moreover, any court which interprets or enforces this Agreement shall have the authority to modify any provisions hereunder to the extent necessary to ensure that such provisions are enforceable under governing law.", "references": ["Base Salary", "Remedies", "Litigations", "No Defaults", "Modifications", "Indemnity", "Construction", "Books", "Participations", "Tax Withholdings", "Miscellaneous", "Assignments", "Disclosures", "Effectiveness", "Change In Control", "Non-Disparagement", "Cooperation", "Waivers", "Records", "Arbitration", "Transactions With Affiliates", "Use Of Proceeds", "Agreements", "Consents", "Specific Performance", "Anti-Corruption Laws", "Assigns", "Definitions", "Waiver Of Jury Trials", "Existence", "Severability"], "gold": ["Severability"]}
+{"input": "There are no pending actions, suits or proceedings against or affecting the Company, its Subsidiaries or any of its or their properties; and to the Company\u2019s Knowledge, no such actions, suits or proceedings are threatened, except (i)\u00a0as described in the SEC Filings or (ii)\u00a0any such proceeding, which if resolved adversely to the Company or any Subsidiary, could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. To the Company\u2019s Knowledge, neither the Company nor any Subsidiary, nor any director or officer thereof, is or since January 1, 2014 has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company\u2019s Knowledge, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the 1933 Act or the 1934 Act.", "references": ["Subsidiaries", "Participations", "Insurances", "Releases", "Sanctions", "Cooperation", "Organizations", "Confidentiality", "Use Of Proceeds", "Amendments", "Vacations", "Approvals", "Headings", "Costs", "Disability", "General", "No Waivers", "Powers", "Binding Effects", "Books", "Intellectual Property", "No Defaults", "Further Assurances", "Financial Statements", "Liens", "Vesting", "Compliance With Laws", "Authority", "Modifications", "Integration", "Litigations"], "gold": ["Litigations"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except pursuant to a transaction expressly permitted hereunder) without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of Section \u00a010.06(b) , (ii) by way of participation in accordance with the provisions of Section \u00a010.06(d) , (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section \u00a010.06(f) , or (iv)\u00a0to an SPC in accordance with the provisions of Section \u00a010.06(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d)\u00a0of this Section \u00a010.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Terms", "Agreements", "Subsidiaries", "Liens", "Headings", "No Defaults", "Intellectual Property", "Governing Laws", "Consent To Jurisdiction", "Specific Performance", "Effective Dates", "Interests", "Jurisdictions", "Base Salary", "Miscellaneous", "Costs", "Venues", "Disability", "Assigns", "Amendments", "Use Of Proceeds", "Enforceability", "Waiver Of Jury Trials", "Litigations", "Confidentiality", "Construction", "Interpretations", "Duties", "Non-Disparagement", "Survival", "Successors"], "gold": ["Successors"]}
+{"input": "Expenses of the Company or of any Member occasioned by transfers of Company Interests held by Members (including, but not limited to such Member\u2019s proportionate share of any transfer or recordation taxes for which the Company may become liable) shall be reimbursed to the Company or Member, as the case may be, by the transferring Member (or upon the failure thereof, by the transferee).", "references": ["Litigations", "Tax Withholdings", "Forfeitures", "No Conflicts", "Brokers", "Approvals", "Applicable Laws", "Effectiveness", "Consent To Jurisdiction", "Jurisdictions", "Adjustments", "Remedies", "Vacations", "Change In Control", "Entire Agreements", "Authorizations", "Fees", "Anti-Corruption Laws", "Duties", "Intellectual Property", "Costs", "Defined Terms", "Assigns", "Construction", "Closings", "Confidentiality", "Representations", "Participations", "Headings", "Terminations", "Expenses"], "gold": ["Expenses"]}
+{"input": "On the Closing Date after giving effect to the Transactions, Holdings and the Subsidiaries, on a consolidated basis, are Solvent.", "references": ["Non-Disparagement", "Consents", "Headings", "No Defaults", "Effectiveness", "Agreements", "Approvals", "Integration", "Publicity", "Effective Dates", "Anti-Corruption Laws", "Payments", "Construction", "Interpretations", "Subsidiaries", "Authority", "Confidentiality", "Specific Performance", "Duties", "Warranties", "Severability", "Litigations", "Transactions With Affiliates", "Remedies", "Binding Effects", "Closings", "Indemnifications", "Use Of Proceeds", "Capitalization", "Waivers", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Company agrees to indemnify and hold harmless each Investor, its Affiliates and, and each of their directors, officers, shareholders, partners, employees, agents, and any Person who controls Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, the \u201c Investor Parties \u201d and each an \u201c Investor Party \u201d), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, actual and reasonable attorney fees and disbursements (subject to Section 7.3 below) and other actual expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, \u201c Losses \u201d) to which such Person may become subject as a result of (a) any breach of any representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents; (b) any action instituted against any Investor Party, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of an Investor Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of Investor\u2019s representation, warranties or covenants or agreements under the Transaction Documents or any agreements or understandings Investor may have with any such stockholder or any violations by Investor of state or federal securities laws or any conduct by Investor which constitutes fraud, gross negligence, willful misconduct or malfeasance), (c) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement (or in a Registration Statement as amended by any post-effective amendment thereof by the Company) or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and/or (d) any untrue statement or alleged untrue statement of a material fact included in any Prospectus ( or any amendments or supplements to any Prospectus ), or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that (i) the Company shall not be obligated to indemnify any Investor Party for any Losses finally adjudicated to have been caused solely by an untrue statement of a material fact or an omission to state a material fact made in reliance upon and conformity with information furnished to the Company in writing by or on behalf of such Person expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) and (ii) the foregoing indemnity shall not inure to the benefit of any Investor Party from whom the Person asserting any Losses purchased Securities, if a copy of the Prospectus (as then supplemented) was not sent or given by or on behalf of such Investor Party to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of such Securities to such person, and if delivery of the Prospectus (as then supplemented) would have cured the defect giving rise to such Losses, and the Company will reimburse any such Person for all such amounts as they are incurred by such Person.", "references": ["Payments", "Transactions With Affiliates", "Solvency", "Enforcements", "Books", "Adjustments", "Headings", "Terminations", "Change In Control", "Counterparts", "Definitions", "Notices", "Defined Terms", "Existence", "Financial Statements", "Severability", "Authorizations", "Powers", "Agreements", "Organizations", "Death", "Amendments", "Applicable Laws", "Effectiveness", "Vesting", "Disability", "Litigations", "Non-Disparagement", "Assignments", "Positions", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.\u00a0 The provisions of Section\u00a02.15 , 2.16 , 2.17 and 9.03 and Article\u00a0VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.", "references": ["Fees", "Cooperation", "Successors", "Capitalization", "Forfeitures", "Representations", "No Conflicts", "Remedies", "Effective Dates", "Terms", "Entire Agreements", "No Waivers", "Confidentiality", "Existence", "Participations", "Disability", "Modifications", "Severability", "Assigns", "Subsidiaries", "Venues", "Brokers", "Transactions With Affiliates", "Vesting", "Sanctions", "Disclosures", "Expenses", "Financial Statements", "Approvals", "Publicity", "Survival"], "gold": ["Survival"]}
+{"input": "Executive shall: (i)\u00a0furnish such information and assistance to the Banking Entities and their affiliates, as may reasonably be requested with respect to any matter, project, initiative, or effort for which Executive is or was responsible or has relevant knowledge or has or had substantial involvement in while employed by Pilgrim and the Bank; (ii)\u00a0cooperate with any Banking Entity and its affiliates during the course of all third-party proceedings arising out of the businesses of Pilgrim and the Bank about which Executive has knowledge or information; and (iii)\u00a0cooperate with the Banking Entities and their affiliates in connection with a valuation of Executive\u2019s agreement to refrain from taking certain actions as provided for under this Agreement.", "references": ["Payments", "Venues", "Powers", "Books", "Interests", "Vesting", "Successors", "Capitalization", "No Waivers", "Tax Withholdings", "Organizations", "Applicable Laws", "Definitions", "Governing Laws", "Severability", "Agreements", "Assigns", "Positions", "Authorizations", "General", "Specific Performance", "Benefits", "Litigations", "Indemnity", "Survival", "Duties", "Participations", "Consents", "Financial Statements", "Anti-Corruption Laws", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Except as set forth on Schedule 3(g), the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the \u201cSEC Documents\u201d). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC\u2019s Electronic Data Gathering, Analysis, and Retrieval system (\u201cEDGAR\u201d) shall satisfy all delivery requirements of this Section 3(g).", "references": ["No Conflicts", "Warranties", "Duties", "Enforceability", "Compliance With Laws", "Consents", "Definitions", "Integration", "Entire Agreements", "Effectiveness", "Specific Performance", "Titles", "Effective Dates", "Expenses", "Arbitration", "Venues", "Waiver Of Jury Trials", "Death", "Jurisdictions", "Confidentiality", "Powers", "Taxes", "Indemnifications", "Records", "Payments", "Assigns", "Approvals", "Modifications", "Authority", "Existence", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Executive, on behalf of Executive, Executive\u2019s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges the Company and each of its parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the \u201c Releasees ,\u201d with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys\u2019 fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a \u201c Claim \u201d), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive\u2019s service as an officer, director, employee, member or manager of any Releasee, Executive\u2019s separation from Executive\u2019s position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law, regulation, or ordinance, or any Claim for severance pay, equity compensation, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers\u2019 compensation or disability (the \u201c Release \u201d); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive\u2019s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemnification that Executive may have pursuant to the Bylaws of the Company, its Articles of Incorporation or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys\u2019 fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive\u2019s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other benefits payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. Executive acknowledges and agrees that he has received any and all leave and other benefits that she has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.", "references": ["Disability", "Non-Disparagement", "Agreements", "Representations", "Cooperation", "Sales", "Headings", "Publicity", "Survival", "General", "Erisa", "Modifications", "Consents", "Fees", "Indemnity", "Governing Laws", "Assignments", "Assigns", "Defined Terms", "Warranties", "Records", "No Defaults", "Effectiveness", "Vacations", "Use Of Proceeds", "Costs", "Employment", "Base Salary", "Binding Effects", "Forfeitures", "Releases"], "gold": ["Releases"]}
+{"input": "It is a corporation, or other legal entity, duly incorporated or formed and existing under the laws of its jurisdiction of incorporation or formation and has the corporate or other power to enter into and perform its obligations under this Agreement. It has all governmental and regulatory licences, registration and approvals required by Applicable Law as may be necessary to perform its obligations under this Agreement.", "references": ["Further Assurances", "Expenses", "Enforceability", "Headings", "Brokers", "Notices", "Venues", "Governing Laws", "Authority", "Warranties", "Successors", "Releases", "Taxes", "Non-Disparagement", "Erisa", "Defined Terms", "Agreements", "Insurances", "Closings", "Existence", "Withholdings", "Employment", "Applicable Laws", "Terminations", "Books", "Vacations", "Costs", "Consent To Jurisdiction", "Sales", "No Conflicts", "Qualifications"], "gold": ["Qualifications"]}
+{"input": "Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Total Rewards, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company shall address any notice to the Participant to the Participant's current address according to the Company's personnel files. All written notices provided in accordance with this section shall be deemed to be given when (a) delivered to the appropriate address(es) by hand or by a nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile to the appropriate facsimile number(s), with confirmation by telephone of transmission receipt; or (c) received by the addressee(s), if sent by U.S. mail to the appropriate address or by Company inter-office mail to the appropriate mail code. Either party may designate in writing some other address or facsimile number for notice under this Agreement.", "references": ["Intellectual Property", "Consents", "Liens", "Records", "Employment", "Warranties", "Erisa", "Assignments", "Counterparts", "Definitions", "Remedies", "No Conflicts", "Tax Withholdings", "Use Of Proceeds", "Benefits", "Venues", "Taxes", "Brokers", "Financial Statements", "Transactions With Affiliates", "Powers", "Payments", "Vacations", "Waiver Of Jury Trials", "Participations", "Amendments", "Disability", "Cooperation", "Effectiveness", "Expenses", "Notices"], "gold": ["Notices"]}
+{"input": "Borrower has full power and authority to execute and deliver the Note, this Agreement and all other Loan Documents.", "references": ["Sanctions", "Modifications", "Binding Effects", "Qualifications", "Publicity", "Terminations", "Forfeitures", "Submission To Jurisdiction", "Organizations", "Liens", "Governing Laws", "Compliance With Laws", "Counterparts", "Benefits", "No Conflicts", "Miscellaneous", "Survival", "Representations", "Successors", "Change In Control", "Solvency", "No Defaults", "Interests", "Defined Terms", "Notices", "Withholdings", "Transactions With Affiliates", "Effective Dates", "Death", "Use Of Proceeds", "Authority"], "gold": ["Authority"]}
+{"input": "During the Employment Term, the Executive shall be eligible to participate in employee benefit plans and programs of the Company, as may be in effect from time to time, which are applicable to similarly situated senior officers of the Company, subject to the terms and conditions of the applicable plan documents. The Company expressly reserves the right to modify, substitute, or eliminate such employee benefit plans and programs, including its healthcare plans, at any time.", "references": ["Interests", "Disclosures", "Submission To Jurisdiction", "Powers", "Approvals", "Arbitration", "Anti-Corruption Laws", "Enforcements", "Publicity", "Indemnifications", "Disability", "Non-Disparagement", "Applicable Laws", "Subsidiaries", "Waiver Of Jury Trials", "Employment", "Releases", "Cooperation", "Warranties", "Effectiveness", "Use Of Proceeds", "Indemnity", "Binding Effects", "Construction", "Consent To Jurisdiction", "Withholdings", "Insurances", "Consents", "Interpretations", "Survival", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment.", "references": ["Taxes", "Records", "Financial Statements", "Assignments", "Governing Laws", "Death", "Indemnity", "Waiver Of Jury Trials", "Representations", "Disability", "Tax Withholdings", "Withholdings", "Consent To Jurisdiction", "Enforcements", "Binding Effects", "Indemnifications", "Applicable Laws", "Agreements", "No Defaults", "Fees", "Survival", "Employment", "Modifications", "Assigns", "Approvals", "Subsidiaries", "Closings", "Litigations", "Sanctions", "Remedies", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be amended only by a written instrument executed by the parties hereto, which specifically states that it is amending this Agreement.", "references": ["Vacations", "Non-Disparagement", "Successors", "Tax Withholdings", "Submission To Jurisdiction", "Assignments", "Employment", "Payments", "Warranties", "Sales", "No Waivers", "Organizations", "Erisa", "Death", "Withholdings", "Modifications", "Consent To Jurisdiction", "Disability", "Insurances", "Jurisdictions", "Defined Terms", "Applicable Laws", "Further Assurances", "Closings", "Representations", "Terminations", "Vesting", "Agreements", "Disclosures", "Change In Control", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Lease may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the Parties hereto. If and to the extent the Relevant Asset Owner may have occupied any portion of the Applicable Premises prior to the date of a Prior Lease without the benefit of any written lease, license or other instrument, the Relevant Asset Owner and the Related Refinery Owner release and waive any claims that such Party may have against the other Party with respect to such prior occupancy.", "references": ["Notices", "Counterparts", "Effective Dates", "Assignments", "Base Salary", "No Conflicts", "Vesting", "Definitions", "Terms", "Compliance With Laws", "Enforcements", "Remedies", "Disclosures", "Transactions With Affiliates", "Further Assurances", "Cooperation", "Duties", "Survival", "Sanctions", "Severability", "Approvals", "Withholdings", "Warranties", "Indemnity", "Books", "Use Of Proceeds", "Venues", "No Defaults", "Authority", "Powers", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Investor Rights Agreement.", "references": ["Enforceability", "Expenses", "Consents", "Compliance With Laws", "Solvency", "Severability", "Capitalization", "Death", "Specific Performance", "Approvals", "Adjustments", "Base Salary", "Sanctions", "No Conflicts", "Authorizations", "Successors", "Financial Statements", "Survival", "No Defaults", "Waivers", "Books", "Warranties", "Governing Laws", "Jurisdictions", "Subsidiaries", "Litigations", "Further Assurances", "Effective Dates", "Remedies", "Costs", "Notices"], "gold": ["Notices"]}
+{"input": "Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed.\u00a0 If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the Revolving Interest Rate for Domestic Rate Loans during such extension.", "references": ["Costs", "Adjustments", "Existence", "Death", "Taxes", "Subsidiaries", "Publicity", "Consent To Jurisdiction", "Effective Dates", "Expenses", "Entire Agreements", "Vesting", "Authorizations", "Binding Effects", "Confidentiality", "Approvals", "Payments", "Benefits", "Venues", "Participations", "Waivers", "Remedies", "Severability", "Vacations", "Indemnity", "No Defaults", "Enforceability", "Titles", "Organizations", "Consents", "Fees"], "gold": ["Fees"]}
+{"input": "If the Trustee or any other Secured Party has instituted any Proceeding to enforce any right or remedy under this Agreement or any other Related Document and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such other Secured Party, then and in every such case the Trustee and any such other Secured Party shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the other Secured Parties shall continue as though no such Proceeding had been instituted.", "references": ["Modifications", "Financial Statements", "Records", "Indemnity", "No Defaults", "Specific Performance", "Liens", "Change In Control", "Waiver Of Jury Trials", "Confidentiality", "Employment", "Solvency", "Venues", "Tax Withholdings", "Compliance With Laws", "No Conflicts", "Participations", "Vacations", "Erisa", "Payments", "No Waivers", "Approvals", "Waivers", "Amendments", "Positions", "Authorizations", "Sanctions", "Organizations", "Miscellaneous", "Assigns", "Remedies"], "gold": ["Remedies"]}
+{"input": "All requisite Governmental Authorities and other material third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions.", "references": ["Subsidiaries", "Jurisdictions", "Headings", "Assignments", "Benefits", "General", "Litigations", "Applicable Laws", "Defined Terms", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Terms", "Releases", "Notices", "Intellectual Property", "Use Of Proceeds", "Positions", "Closings", "Submission To Jurisdiction", "Warranties", "Disclosures", "Entire Agreements", "Representations", "Remedies", "Erisa", "Governing Laws", "Participations", "Adjustments", "Brokers", "Forfeitures", "Consents"], "gold": ["Consents"]}
+{"input": "EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES, SOLELY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AS CLAIM, COUNTER-CLAIM, AFFIRMATIVE DEFENSE, OR OTHERWISE) IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR INACTIONS BY OR AMONG THE PARTIES HERETO. EACH PARTY HERETO (A) CONSENTS TO TRIAL WITHOUT A JURY OF ANY SUCH LEGAL PROCEEDING,\u00a0(B) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (C) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6 . A PARTY MAY FILE A COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.", "references": ["Successors", "Terminations", "Powers", "Participations", "Representations", "Effective Dates", "Indemnifications", "Litigations", "Submission To Jurisdiction", "Brokers", "Vacations", "No Conflicts", "Forfeitures", "Effectiveness", "Existence", "Disability", "Non-Disparagement", "Integration", "Adjustments", "Releases", "Confidentiality", "Amendments", "Duties", "Entire Agreements", "Authorizations", "Titles", "Assigns", "Arbitration", "Interests", "Tax Withholdings", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "(i) No Covered Entity will become a Sanctioned Person, (ii) no Covered Entity, either in its own right or through any third party, will (a) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, or (c) engage in any dealings or transactions prohibited by any Anti-Terrorism Law, (iii) the Borrower shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Even t, and (iv) none of the Borrower, any of its Subsidiaries, any of their respective directors or officers or, to the knowledge of the Borrower, any employee or agent of the Borrower or its Subsidiaries, shall engage in any material dealings or transactions prohibited by any Anti-Corruption Law.", "references": ["Venues", "Remedies", "Consents", "Liens", "Titles", "Binding Effects", "Authorizations", "No Conflicts", "Insurances", "Enforcements", "Vacations", "Litigations", "Withholdings", "Taxes", "Costs", "Modifications", "Terminations", "Representations", "Adjustments", "Compliance With Laws", "Books", "Vesting", "Indemnity", "Change In Control", "Records", "Sales", "Payments", "Non-Disparagement", "Existence", "Releases", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Purchaser will hold in confidence all information concerning this Agreement and the sale and issuance of the Securities until the Company has made a public announcement concerning this Agreement and the sale and issuance of the Securities.", "references": ["Headings", "Agreements", "Books", "Qualifications", "Jurisdictions", "Withholdings", "Assigns", "Severability", "Change In Control", "Powers", "Erisa", "Solvency", "Definitions", "Benefits", "No Waivers", "Litigations", "Sanctions", "Disclosures", "Titles", "Costs", "Arbitration", "No Conflicts", "Organizations", "Duties", "Construction", "Indemnifications", "Insurances", "Counterparts", "Forfeitures", "Adjustments", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Revolving Lenders, the relevant Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Revolving Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Company for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Assignments", "Litigations", "Subsidiaries", "Forfeitures", "Brokers", "Financial Statements", "Cooperation", "Adjustments", "Intellectual Property", "Interests", "Governing Laws", "Powers", "Consents", "Capitalization", "Tax Withholdings", "Effectiveness", "Employment", "Indemnifications", "Enforcements", "Fees", "Binding Effects", "Expenses", "Effective Dates", "Further Assurances", "Arbitration", "Sanctions", "Terms", "Costs", "Titles", "No Conflicts", "Participations"], "gold": ["Participations"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be made in accordance with Section 8 of the Warrants.", "references": ["Headings", "Survival", "No Waivers", "Duties", "Withholdings", "Terms", "Vesting", "Transactions With Affiliates", "Representations", "Definitions", "Base Salary", "Agreements", "Publicity", "Enforceability", "Solvency", "Subsidiaries", "Books", "Interpretations", "Change In Control", "Governing Laws", "Records", "Venues", "Consents", "Benefits", "Compliance With Laws", "Assigns", "Counterparts", "Participations", "Authority", "Binding Effects", "Notices"], "gold": ["Notices"]}
+{"input": "The due execution and delivery of the Program Agreement and the New Merchant Agreement shall be a condition precedent to the effectiveness of this Agreement.", "references": ["Qualifications", "Survival", "Benefits", "Definitions", "Venues", "Vesting", "Indemnity", "Assigns", "Approvals", "Powers", "Jurisdictions", "Enforcements", "Taxes", "Withholdings", "Payments", "Adjustments", "Specific Performance", "Participations", "Agreements", "Anti-Corruption Laws", "Integration", "Insurances", "Construction", "Capitalization", "Warranties", "Organizations", "Liens", "Litigations", "Titles", "Subsidiaries", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "For purposes of this Section 2.16 , the term \u201cLender\u201d includes the Issuing Lender and the term \u201capplicable law\u201d includes FATCA.", "references": ["Enforceability", "Forfeitures", "Insurances", "Anti-Corruption Laws", "Erisa", "Expenses", "Titles", "Benefits", "Solvency", "Non-Disparagement", "Books", "No Waivers", "Liens", "Fees", "Interpretations", "Applicable Laws", "Employment", "Adjustments", "Powers", "Withholdings", "Subsidiaries", "Severability", "Positions", "Change In Control", "Publicity", "No Conflicts", "Submission To Jurisdiction", "Counterparts", "Capitalization", "Terms", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "(a)\u00a0Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender\u2019s or such Issuing Bank\u2019s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.", "references": ["Releases", "Forfeitures", "Powers", "Change In Control", "Costs", "Terminations", "Publicity", "Remedies", "Participations", "Headings", "Fees", "Agreements", "Assigns", "Records", "Enforcements", "Base Salary", "Financial Statements", "Erisa", "Interests", "Subsidiaries", "Jurisdictions", "Terms", "Confidentiality", "Expenses", "Books", "Vacations", "Arbitration", "Interpretations", "Amendments", "General", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart (including signatures transmitted by facsimile or pdf) shall be deemed a signature to, and may be appended to, any other counterpart.", "references": ["Survival", "Headings", "Waiver Of Jury Trials", "Liens", "Cooperation", "Publicity", "Binding Effects", "Capitalization", "Approvals", "Sales", "Indemnity", "Intellectual Property", "Positions", "Withholdings", "Disability", "Expenses", "Arbitration", "Solvency", "Effectiveness", "No Conflicts", "Vacations", "Payments", "Insurances", "Entire Agreements", "Fees", "Tax Withholdings", "Consent To Jurisdiction", "Erisa", "Brokers", "Authority", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All notices, consents, requests, approvals, demands, or other communication by any party to this Warrant must be in writing and shall be deemed to have been validly served, given, or delivered (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by email or fax transmission (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient); (c) one Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. The Company or Holder may change its mailing or email address or facsimile number by giving the other party written notice thereof in accordance with the terms.", "references": ["Construction", "Employment", "Interpretations", "Indemnifications", "Qualifications", "No Waivers", "Insurances", "Headings", "Integration", "Intellectual Property", "Titles", "Subsidiaries", "Expenses", "Effectiveness", "Arbitration", "Consents", "Vacations", "Closings", "Records", "Approvals", "Governing Laws", "Entire Agreements", "Survival", "Defined Terms", "Effective Dates", "Assignments", "Financial Statements", "Solvency", "Confidentiality", "Consent To Jurisdiction", "Notices"], "gold": ["Notices"]}
+{"input": "Executive and the Company irrevocably submit to the exclusive jurisdiction of any state or federal court located in the County of Sonoma, California over any Employment Matter that is not otherwise arbitrated or resolved pursuant to Section 8.2. This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Executive and the Company (i) acknowledge that the forum stated in this Section has a reasonable relation to this Agreement, (ii) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by this Section in the forum stated in this Section, including any objection on grounds of forum non conveniens or the like, (iii) agree not to commence any such action or proceeding in any forum other than the forum stated in this Section, and (iv) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on Executive and the Company.", "references": ["Authorizations", "Effectiveness", "Financial Statements", "Amendments", "Submission To Jurisdiction", "Waivers", "Definitions", "Indemnity", "Representations", "Subsidiaries", "Taxes", "Authority", "Notices", "Vacations", "Capitalization", "Payments", "Waiver Of Jury Trials", "Assignments", "Sanctions", "Change In Control", "Cooperation", "Applicable Laws", "Organizations", "General", "Fees", "Sales", "Counterparts", "Titles", "Powers", "No Defaults", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Notwithstanding the foregoing, prior to any increase to the Conversion Rate that is otherwise provided in this Section\u00a05, no such increase shall be made if the Company receives, prior to the effective time of such increase, written notice from the holders representing at least a majority of the then-outstanding shares of Series\u00a0A Preferred Stock, voting together as a separate class, that no increase is to be made as the result of a particular issuance of Common Stock or other dividend or distribution on shares of Common Stock. This waiver shall be limited in scope and shall not be valid for any issuance of Common Stock or other dividend or distribution on shares of Common Stock not specifically provided for in such notice.", "references": ["Intellectual Property", "General", "Submission To Jurisdiction", "Records", "Capitalization", "Compliance With Laws", "Approvals", "Tax Withholdings", "Erisa", "Participations", "Brokers", "Enforceability", "Assignments", "Litigations", "Qualifications", "Releases", "Entire Agreements", "Positions", "Subsidiaries", "Effectiveness", "Consent To Jurisdiction", "Benefits", "Integration", "Modifications", "Existence", "Cooperation", "Warranties", "Expenses", "Sanctions", "Costs", "Waivers"], "gold": ["Waivers"]}
+{"input": "Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium, administration or similar laws relating to, limiting or otherwise affecting creditors\u2019 rights or by equitable principles or principles of public order relating to enforceability.", "references": ["Remedies", "Authority", "Anti-Corruption Laws", "Approvals", "Consents", "Fees", "Cooperation", "Assigns", "Specific Performance", "No Defaults", "Indemnifications", "Base Salary", "Interpretations", "Use Of Proceeds", "Waivers", "Terms", "Applicable Laws", "Entire Agreements", "Miscellaneous", "Construction", "Defined Terms", "Existence", "Warranties", "Jurisdictions", "Successors", "Subsidiaries", "Vacations", "Taxes", "Expenses", "Erisa", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This amendment is governed by and shall be construed under the laws of the Commonwealth of Virginia.", "references": ["Vesting", "Approvals", "Waivers", "Titles", "Disclosures", "Publicity", "Fees", "Modifications", "Vacations", "Litigations", "Arbitration", "Closings", "Terms", "Anti-Corruption Laws", "Survival", "Applicable Laws", "Construction", "General", "Disability", "No Defaults", "Terminations", "Payments", "Insurances", "Remedies", "Further Assurances", "Transactions With Affiliates", "Indemnity", "Confidentiality", "Costs", "Authorizations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "There shall be deducted from each payment made under the Plan or Trust or any other Compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or Compensation) by the amount of cash sufficient to provide the amount of said taxes.", "references": ["Tax Withholdings", "Binding Effects", "Integration", "Closings", "Assigns", "Amendments", "Approvals", "Consent To Jurisdiction", "Specific Performance", "Liens", "Titles", "Positions", "Interpretations", "Insurances", "Adjustments", "Warranties", "Applicable Laws", "Sales", "Vacations", "Definitions", "Costs", "Submission To Jurisdiction", "Intellectual Property", "Anti-Corruption Laws", "Effectiveness", "Sanctions", "Releases", "Records", "Change In Control", "Employment", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The powers and duties of all officers shall be such as the terms of their engagement call for or as the board of directors or (except for those whose powers and duties are to be specified only by the board of directors) the president may specify. The board of directors and (except as aforesaid) the president may, from time to time and subject to the provisions of the General Corporation Law of the State of Delaware, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board of directors or the president otherwise directs.", "references": ["Authorizations", "Forfeitures", "Approvals", "Closings", "Qualifications", "Releases", "Binding Effects", "Severability", "Waiver Of Jury Trials", "Vacations", "Adjustments", "Disability", "Organizations", "Duties", "Insurances", "Representations", "Existence", "Submission To Jurisdiction", "No Waivers", "Defined Terms", "Vesting", "Survival", "Agreements", "Subsidiaries", "Arbitration", "Remedies", "Headings", "Confidentiality", "Jurisdictions", "No Defaults", "Powers"], "gold": ["Powers"]}
+{"input": "This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower, the Administrative Agent and the Revolving Agent. Delivery of an executed counterpart by facsimile or electronic transmission shall be as effective as delivery of an original executed counterpart.", "references": ["Effective Dates", "Releases", "Waivers", "Effectiveness", "Qualifications", "Change In Control", "Amendments", "Interpretations", "Solvency", "Warranties", "Waiver Of Jury Trials", "Jurisdictions", "Positions", "Disclosures", "Venues", "Brokers", "Survival", "Existence", "Non-Disparagement", "Confidentiality", "Payments", "Benefits", "Insurances", "Publicity", "Applicable Laws", "Titles", "Vesting", "Specific Performance", "Anti-Corruption Laws", "Authority", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a)\u00a0 The Borrower agrees to pay to each applicable Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last day of March, June, September\u00a0and December\u00a0in each year (beginning with the first fiscal quarter ending after the Closing Date) and on the date on which the Revolving Facility Commitments of such Revolving Facility Lender shall be terminated as provided herein, a commitment fee (a \u201c Commitment Fee \u201d) on the daily amount of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Revolving Facility Lender\u2019s Commitment Fee, the outstanding Swingline Loans during the period for which such Revolving Facility Lender\u2019s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated as provided herein.", "references": ["Waivers", "Non-Disparagement", "Governing Laws", "Records", "Arbitration", "Adjustments", "Modifications", "Titles", "Use Of Proceeds", "Intellectual Property", "Survival", "General", "Payments", "Disclosures", "Jurisdictions", "Litigations", "Anti-Corruption Laws", "Cooperation", "Books", "Miscellaneous", "No Conflicts", "Effective Dates", "Change In Control", "Vesting", "Releases", "Positions", "Venues", "Indemnity", "Further Assurances", "Sales", "Fees"], "gold": ["Fees"]}
+{"input": "Upon the reasonable request of the other Party, each Party hereto agrees to take any and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement.", "references": ["Consents", "Sanctions", "Costs", "Submission To Jurisdiction", "Litigations", "Records", "Duties", "Liens", "Jurisdictions", "Titles", "Benefits", "Remedies", "Survival", "Forfeitures", "Vacations", "Headings", "Interpretations", "Interests", "Transactions With Affiliates", "Enforceability", "Anti-Corruption Laws", "Assigns", "No Waivers", "Integration", "Waiver Of Jury Trials", "Tax Withholdings", "Representations", "Closings", "Fees", "Warranties", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Notwithstanding the above, if the Board of Directors or the Committee determines in its sole discretion that the listing, qualification or registration of the Common Stock on any securities exchange or quotation or trading system or under any applicable law (including state securities laws) or governmental regulation is necessary or desirable as a condition to the issuance of such Common Stock under the Option, the Option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been unconditionally obtained. In addition, legal counsel for the Company must be satisfied at the time of exercise that issuance of shares of Common Stock upon exercise will be in compliance with the applicable United States federal, state, local and foreign laws.", "references": ["Change In Control", "Financial Statements", "Subsidiaries", "Vesting", "Agreements", "Brokers", "Enforceability", "Death", "Tax Withholdings", "Transactions With Affiliates", "Use Of Proceeds", "Withholdings", "Definitions", "Miscellaneous", "Publicity", "Positions", "Construction", "No Defaults", "Assigns", "Headings", "Adjustments", "Terminations", "Effective Dates", "Specific Performance", "Interests", "Existence", "Participations", "Waivers", "Employment", "Titles", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The parties (a) hereby irrevocably and unconditionally submit to the sole and exclusive jurisdiction of the state and federal courts located in Salt Lake County in the State of Utah for the purpose of any suit, action or other proceeding arising out of or based upon this Note or the Note (\u201cCovered Matters\u201d), (b) agree not to commence any suit, action or other proceeding arising out of or based upon any Covered Matters except in the state courts or federal courts located in the State of Utah, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Note or the subject matter of any Covered Matter may not be enforced in or by such court.", "references": ["No Waivers", "Disclosures", "Integration", "Approvals", "Venues", "Tax Withholdings", "Interests", "Assignments", "Insurances", "Amendments", "Authorizations", "Expenses", "No Defaults", "Arbitration", "Agreements", "Qualifications", "No Conflicts", "Authority", "Indemnifications", "Interpretations", "Headings", "Notices", "Successors", "Costs", "Modifications", "Erisa", "Positions", "Disability", "Definitions", "Transactions With Affiliates", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The Borrower shall have paid to the Administrative Agent (x) all fees due and owing pursuant to those certain Fee Letters dated as of February 18, 2018 by and among the Borrower, the Administrative Agent, and PNC Capital Markets LLC, and (y) any costs and expenses of the Administrative Agent, including without limitation, reasonable fees of the Administrative Agent's counsel in connection with this Amendment.", "references": ["Interpretations", "Positions", "Interests", "Duties", "Agreements", "Arbitration", "Consent To Jurisdiction", "Change In Control", "Existence", "General", "Definitions", "Applicable Laws", "Counterparts", "Remedies", "Disability", "Enforceability", "Miscellaneous", "Non-Disparagement", "Tax Withholdings", "Subsidiaries", "Participations", "Headings", "Enforcements", "Notices", "Employment", "No Defaults", "Sales", "Intellectual Property", "Payments", "Binding Effects", "Fees"], "gold": ["Fees"]}
+{"input": "All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail. Notwithstanding the foregoing, any person entitled to notice hereunder may waive such notice in writing.", "references": ["Costs", "Effective Dates", "Non-Disparagement", "Warranties", "Change In Control", "Vacations", "Sales", "Counterparts", "Base Salary", "Entire Agreements", "Capitalization", "Compliance With Laws", "Consent To Jurisdiction", "Miscellaneous", "Transactions With Affiliates", "Amendments", "Disability", "Participations", "Publicity", "Employment", "Successors", "Enforceability", "Submission To Jurisdiction", "Integration", "Consents", "Interests", "Terminations", "Financial Statements", "Agreements", "No Waivers", "Notices"], "gold": ["Notices"]}
+{"input": "Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i)\u00a0modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without such Participant\u2019s consent and provided further that such action does not subject the Stock Options to Section\u00a0409A of the Code without the consent of the Participant), and (ii)\u00a0accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof or cancel an outstanding \u201cunderwater\u201d Option in exchange for cash, another Award or a Stock Option with an exercise price that is less than the exercise price of the original Option, nor may a new Option at a lower price be substituted for a surrendered Option (other than in all cases adjustments or substitutions in accordance with Section\u00a04.2), unless such action is approved by the stockholders of the Company.", "references": ["Headings", "Authority", "Indemnity", "Adjustments", "Indemnifications", "Compliance With Laws", "No Waivers", "Records", "Waivers", "Applicable Laws", "Use Of Proceeds", "Sales", "Specific Performance", "Remedies", "Notices", "Terms", "Interpretations", "General", "Cooperation", "Intellectual Property", "Enforceability", "Assigns", "Binding Effects", "Successors", "Approvals", "Benefits", "No Defaults", "Authorizations", "Participations", "Effective Dates", "Modifications"], "gold": ["Modifications"]}
+{"input": "Nothing contained in this Amendment shall be construed as a waiver by Agent or Lenders of any covenant or provision of the Credit Agreement (as amended hereby), the Other Documents, or of any other contract or instrument between any Loan Party and Agent or Lenders, and the failure of Agent or Lenders at any time or times hereafter to require strict performance by Loan Parties of any provision thereof shall not waive, affect or diminish any right of Agent to thereafter demand strict compliance therewith. Agent and Lenders hereby reserve all rights granted under the Credit Agreement, the Other Documents, this Amendment and any other contract or instrument between any of them.\u00a0\u00a0This Amendment is not a novation, release, or discharge of any Obligation under the Credit Agreement.", "references": ["Capitalization", "Intellectual Property", "Authorizations", "Organizations", "Adjustments", "Sales", "Records", "Subsidiaries", "Successors", "Indemnifications", "Effectiveness", "Publicity", "Disclosures", "Vesting", "Powers", "Waivers", "Use Of Proceeds", "Cooperation", "Interpretations", "Liens", "Insurances", "No Defaults", "Agreements", "Modifications", "Counterparts", "Fees", "Venues", "Warranties", "Waiver Of Jury Trials", "Benefits", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), a participant must make adequate provision for the Company\u2019s or employer\u2019s federal, state, local or any other tax liability payable to any authority including taxes imposed by jurisdictions outside the U.S., national insurance, social security or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time that a taxable event related to the Plan occurs). At any time, the Company or the employer may, but will not be obligated to, withhold from a participant\u2019s compensation the amount necessary for the Company or the employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. In addition, the Company or the employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding the Company or the employer deems appropriate to the extent permitted by U.S. Treasury Regulation Section\u00a01.423\u20112(f).", "references": ["Governing Laws", "Expenses", "Death", "Arbitration", "Interests", "Terminations", "No Defaults", "Effective Dates", "Authorizations", "Anti-Corruption Laws", "Enforceability", "Severability", "Withholdings", "Tax Withholdings", "Waiver Of Jury Trials", "Non-Disparagement", "Subsidiaries", "Existence", "Terms", "Amendments", "Enforcements", "Liens", "Intellectual Property", "Jurisdictions", "Fees", "Base Salary", "Transactions With Affiliates", "Further Assurances", "Erisa", "Publicity", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company, in such form of consideration as the Company may deem acceptable, an amount sufficient to satisfy all applicable federal, state, local and other income- and employment-related taxes (including the Participant\u2019s employment tax obligations, if any) and social security contributions wherever in the world arising (collectively, \u201c Withholding Taxes \u201d) that are required by law to be withheld with respect to any taxable event arising in connection with the RSUs and/or settlement thereof. The Participant may elect to satisfy any such Withholding Taxes by payment in cash or check to the Company on or prior to the Effective Time. To the extent the Participant does not so timely elect and pay Withholding Taxes, any such Withholding Taxes shall, unless otherwise determined by the Company, be satisfied by reducing the number of Class C Shares issued to the Participant hereunder by a number of Class C Shares with a fair market value (as determined by the Company in its discretion) equal to the aggregate amount of any such Withholding Taxes based on the applicable statutory withholding rates in the Participant\u2019s applicable jurisdiction for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income (not to exceed the maximum statutory withholding rates). The Company shall not be obligated to deliver any new certificate representing the Class C Shares to the Participant or the Participant\u2019s legal representative or enter such Class C Shares in book entry form unless and until the Participant or the Participant\u2019s legal representative shall have paid or otherwise satisfied in full the amount of all Withholding Taxes applicable to the taxable income of the Participant arising in connection with the RSUs and/or settlement thereof.", "references": ["Authority", "Jurisdictions", "Participations", "Solvency", "General", "Submission To Jurisdiction", "No Conflicts", "Anti-Corruption Laws", "Titles", "Definitions", "Further Assurances", "Specific Performance", "Positions", "Closings", "Costs", "Vacations", "Confidentiality", "Qualifications", "Capitalization", "Counterparts", "Liens", "Warranties", "Venues", "Effectiveness", "Severability", "Construction", "Payments", "Subsidiaries", "Authorizations", "Publicity", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Company will, in accordance with applicable Company policies and guidelines, reimburse Employee for all reasonable and necessary expenses incurred by Employee in connection with his performance of services on behalf of the Company.\u00a0\u00a0Without limiting the foregoing, expenses will be deemed reasonable if they are permitted by the Company\u2019s written policies.", "references": ["Construction", "Duties", "Remedies", "Fees", "Terms", "Miscellaneous", "Disclosures", "Notices", "Vacations", "Entire Agreements", "Brokers", "Sanctions", "Tax Withholdings", "Indemnity", "No Waivers", "Assignments", "Confidentiality", "Specific Performance", "Enforceability", "Change In Control", "Payments", "Insurances", "Definitions", "Death", "Non-Disparagement", "Financial Statements", "Submission To Jurisdiction", "Approvals", "Amendments", "Indemnifications", "Expenses"], "gold": ["Expenses"]}
+{"input": "All of the representations and warranties contained herein shall survive the Closing Dates.", "references": ["Consents", "Confidentiality", "Headings", "Payments", "Fees", "Interpretations", "Approvals", "Use Of Proceeds", "Transactions With Affiliates", "Construction", "Forfeitures", "No Conflicts", "Representations", "Liens", "Waiver Of Jury Trials", "Taxes", "Applicable Laws", "Enforceability", "Severability", "Submission To Jurisdiction", "Costs", "Venues", "Expenses", "Effectiveness", "Compliance With Laws", "Vesting", "Indemnifications", "Notices", "Waivers", "Survival", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement has been entered into and shall be construed and enforced in accordance with the laws of the State of Delaware, without reference to the choice of law principles thereof.", "references": ["Employment", "Subsidiaries", "Disclosures", "Forfeitures", "Transactions With Affiliates", "Counterparts", "Effectiveness", "Remedies", "Cooperation", "Indemnifications", "Fees", "Interests", "Insurances", "Binding Effects", "Base Salary", "Definitions", "Publicity", "Benefits", "Warranties", "Agreements", "Miscellaneous", "Litigations", "Authorizations", "Assigns", "Enforceability", "Vacations", "Costs", "Anti-Corruption Laws", "Adjustments", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The validity, interpretation, construction and performance of this Agreement and the rights of the parties thereunder shall be interpreted and enforced under California law without reference to principles of conflicts of laws. The parties expressly agree that inasmuch as the Company\u2019s headquarters and principal place of business are located in California, it is appropriate that California law govern this Agreement.", "references": ["Assigns", "Jurisdictions", "Base Salary", "Vacations", "Assignments", "Defined Terms", "Enforceability", "Qualifications", "Construction", "Vesting", "Capitalization", "Publicity", "Existence", "Terms", "Confidentiality", "Organizations", "Enforcements", "Anti-Corruption Laws", "Compliance With Laws", "Successors", "No Waivers", "Litigations", "Liens", "Erisa", "Approvals", "General", "Benefits", "Change In Control", "Fees", "Amendments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The terms and provisions of this Agreement shall be interpreted and enforced under the substantive law of the State of Delaware, to the extent state law applies, and under federal law, to the extent federal law applies.", "references": ["Non-Disparagement", "Costs", "Effective Dates", "Assignments", "Duties", "Compliance With Laws", "Vesting", "Change In Control", "General", "Indemnifications", "Approvals", "Cooperation", "Solvency", "Records", "Amendments", "Benefits", "Enforceability", "Qualifications", "Assigns", "Waivers", "Disability", "Financial Statements", "Miscellaneous", "Severability", "Successors", "Construction", "Confidentiality", "Insurances", "Consent To Jurisdiction", "Binding Effects", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i)\u00a0each of the Loan Parties owns, or is licensed to use, all Intellectual Property necessary for or used in the conduct of its business as currently conducted, (ii)\u00a0no claim has been asserted and is pending by any Person challenging or questioning the ownership, registration or use of any Intellectual Property of the Loan Parties or the validity or effectiveness of any Intellectual Property of the Loan Parties, nor does any Loan Party know of any valid basis for any such claim and (iii)\u00a0the use of Intellectual Property by each of the Loan Parties does not infringe on the rights of any Person in any material respect.", "references": ["Costs", "Base Salary", "Payments", "Capitalization", "Benefits", "Approvals", "Books", "Notices", "Insurances", "Non-Disparagement", "Organizations", "Successors", "Use Of Proceeds", "Qualifications", "Vesting", "Waivers", "Anti-Corruption Laws", "Closings", "Disclosures", "Participations", "Survival", "Brokers", "Governing Laws", "Transactions With Affiliates", "Compliance With Laws", "Sanctions", "Interests", "Representations", "Defined Terms", "Confidentiality", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRANTORS, GUARANTORS AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A \u201c CLAIM \u201d). GRANTORS, GUARANTORS AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.", "references": ["Tax Withholdings", "Withholdings", "Counterparts", "Existence", "Releases", "Fees", "Approvals", "Representations", "Records", "Jurisdictions", "Further Assurances", "Consent To Jurisdiction", "General", "Severability", "Litigations", "Interpretations", "Sanctions", "Compliance With Laws", "Titles", "Liens", "Arbitration", "Disability", "Governing Laws", "Authority", "Intellectual Property", "Agreements", "Forfeitures", "Adjustments", "Venues", "Payments", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Investor (for itself and on behalf of the other Investor Releasing Parties), on the one hand, and each of the Company and the Founding Members (for itself and on behalf of the other JH Releasing Parties), on the other hand, agree that it will not make or cause to be made, any statement or communication of information (whether oral, written or electronic, including internet or social media) regarding any the Company, the Founding Members or any of the JH Associates, on the one hand, or Investor or any of the Investor Associates, on the other hand, in each case, that disparages, tends to disparage or reflects negatively on any of the Company, the Founding Members or the JH Associates, on the one hand, or Investor or the Investor Associates, on the other hand. A statement of \u201cno comment\u201d or not speaking to any other party to this Agreement or its Associates in social or professional settings shall not be interpreted as disparaging.", "references": ["Waiver Of Jury Trials", "Costs", "Terms", "Waivers", "Taxes", "Venues", "Compliance With Laws", "Confidentiality", "Submission To Jurisdiction", "No Defaults", "Miscellaneous", "Vesting", "Arbitration", "Amendments", "Publicity", "Consent To Jurisdiction", "Books", "Employment", "Terminations", "Capitalization", "Positions", "Death", "Assignments", "Disclosures", "Jurisdictions", "Intellectual Property", "Effectiveness", "Construction", "Indemnifications", "Powers", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.", "references": ["No Waivers", "Definitions", "Defined Terms", "Further Assurances", "Sanctions", "Remedies", "Employment", "Existence", "Modifications", "Arbitration", "Severability", "Specific Performance", "Forfeitures", "Notices", "Disability", "Financial Statements", "Fees", "Amendments", "Consents", "Representations", "Cooperation", "Base Salary", "Authority", "Compliance With Laws", "Expenses", "Entire Agreements", "Taxes", "Positions", "Confidentiality", "Adjustments", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "All of the direct and indirect subsidiaries of the Company are set forth in the Company \u2019 s SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens except for Liens in connection with financing arrangements disclosed in the SEC Reports, 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. Clean Energy HRS LLC is the sole subsidiary of the Company.", "references": ["Vesting", "Litigations", "Modifications", "Representations", "Closings", "Sales", "Consents", "Severability", "Compliance With Laws", "Transactions With Affiliates", "Withholdings", "Fees", "No Waivers", "Qualifications", "Costs", "Assigns", "Books", "Enforcements", "Records", "Benefits", "Titles", "Powers", "Entire Agreements", "Construction", "General", "Survival", "Assignments", "Publicity", "Existence", "Death", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement and the Omnibus Agreement together constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements and understandings of the Parties in connection therewith. No promise, representation or inducement has been made by any of the Parties concerning the subject matter of this Agreement and none of the Parties shall be bound by or liable for any alleged representation, promise or inducement not so set forth.", "references": ["Construction", "Assignments", "Further Assurances", "Books", "Subsidiaries", "Base Salary", "General", "Indemnifications", "Terminations", "Disclosures", "Enforceability", "Governing Laws", "No Waivers", "Disability", "Liens", "Submission To Jurisdiction", "Miscellaneous", "Duties", "Forfeitures", "Participations", "Erisa", "No Defaults", "Authority", "Indemnity", "Employment", "Compliance With Laws", "Records", "Headings", "Fees", "Waiver Of Jury Trials", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of California (without giving effect to any conflicts or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).", "references": ["Disability", "Qualifications", "Benefits", "Miscellaneous", "Indemnity", "Positions", "Forfeitures", "Adjustments", "Payments", "Participations", "Transactions With Affiliates", "Organizations", "Costs", "Submission To Jurisdiction", "Records", "Counterparts", "Books", "Capitalization", "Liens", "Construction", "Closings", "Releases", "Arbitration", "Confidentiality", "Powers", "Assignments", "Representations", "Interpretations", "Notices", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "So long as Tenant is not in default under the Current Lease, the Amendment\u00a0\u00a0or this Exhibit (beyond any applicable notice and cure period), Landlord shall provide a one-time allowance (\u201c Tenant Improvement Allowance \u201d) not to exceed $52.00 per rentable square foot (total $2,132,832.00 based on 41,016 rentable square feet) to be applied toward the actual total costs (\u201c Tenant Improvement Costs \u201d) of constructing Tenant\u2019s leasehold improvements in the Premises (\u201c Tenant Improvements \u201d), \u00a0including, without limitation, reasonable and customary fees for: space planning and design fees; architectural and engineering fees; required building permits; cost of labor, materials, equipment and services; cost of Tenant signage; and the costs of removing, modifying, relocating or making additions to any existing improvements to accommodate Tenant\u2019s space plan.", "references": ["Qualifications", "Fees", "Vacations", "Indemnity", "Withholdings", "Interpretations", "Interests", "Agreements", "Organizations", "Successors", "Participations", "Releases", "Jurisdictions", "Amendments", "Binding Effects", "Assigns", "Existence", "Anti-Corruption Laws", "Capitalization", "Closings", "Counterparts", "Submission To Jurisdiction", "Approvals", "Sanctions", "No Conflicts", "Titles", "Entire Agreements", "Erisa", "Authorizations", "Consents", "Costs"], "gold": ["Costs"]}
+{"input": "Each Obligor shall pay and discharge all material Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.", "references": ["Construction", "Disclosures", "Survival", "Arbitration", "Effective Dates", "Representations", "Releases", "Books", "Vesting", "Enforcements", "Modifications", "Employment", "Binding Effects", "Cooperation", "Sales", "Remedies", "Defined Terms", "Use Of Proceeds", "Insurances", "Payments", "Specific Performance", "Venues", "Assignments", "Solvency", "Interpretations", "Indemnifications", "Forfeitures", "Liens", "Jurisdictions", "Consent To Jurisdiction", "Taxes"], "gold": ["Taxes"]}
+{"input": "Executive represents, warrants, covenants and agrees that he has a right to enter into this Agreement, that he is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement, and that he will not use, in the performance of his obligations hereunder, any proprietary information of any other party which he is legally prohibited from using.", "references": ["Notices", "Qualifications", "Interpretations", "Survival", "Use Of Proceeds", "Taxes", "Authorizations", "Construction", "Waiver Of Jury Trials", "Counterparts", "Defined Terms", "Terminations", "Books", "Insurances", "Integration", "Forfeitures", "No Waivers", "Miscellaneous", "Adjustments", "Financial Statements", "Terms", "General", "Sanctions", "Severability", "Powers", "Brokers", "Definitions", "Headings", "Organizations", "Positions", "Authority"], "gold": ["Authority"]}
+{"input": "The representations and warranties of the parties contained in this Agreement shall survive the Closing through and including the eighteen (18) month anniversary of the Closing Date; provided, however, that (i) the representations and warranties of Weatherford set forth in Sections 5.1 , 5.2 , 5.4(a) , 5.6 , 5.10 , and 5.15 and the representations and warranties of Schlumberger set forth in in Sections 6.1 and 6.2 (collectively, the \u201c Fundamental Representations \u201d) shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations with respect to the particular matter that is the subject matter thereof and (ii) the representations and warranties of Weatherford set forth in Section 5.14 (Environmental) shall survive the Closing through and including the 24 month anniversary of the Closing Date (in each case, the \u201c Survival Period \u201d); provided, further, however, that any obligations to indemnify and hold harmless shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying party in accordance with Section 9.3(a) before the termination of the applicable Survival Period.", "references": ["Financial Statements", "Waiver Of Jury Trials", "Powers", "Counterparts", "Disability", "Binding Effects", "Interpretations", "Intellectual Property", "Waivers", "Subsidiaries", "Non-Disparagement", "Solvency", "Payments", "Indemnifications", "Sales", "Tax Withholdings", "No Waivers", "Disclosures", "General", "No Defaults", "Agreements", "Vesting", "Forfeitures", "Entire Agreements", "Participations", "Books", "Terminations", "Existence", "Organizations", "Releases", "Warranties"], "gold": ["Warranties"]}
+{"input": "Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "references": ["Assignments", "Erisa", "Specific Performance", "Authorizations", "Construction", "Use Of Proceeds", "Books", "Closings", "Counterparts", "Vacations", "Participations", "Qualifications", "Powers", "Employment", "Change In Control", "Tax Withholdings", "Waivers", "Anti-Corruption Laws", "Disclosures", "Arbitration", "Modifications", "Benefits", "Compliance With Laws", "Terminations", "Remedies", "Organizations", "Effective Dates", "Liens", "Titles", "Headings", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Except as disclosed in the SEC Documents, there is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened in writing against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which would reasonably be expected to result in a Material Adverse Effect. After reasonable inquiry of its employees, the Company is not aware of any event which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity that would reasonably be expected to result in a Material Adverse Effect.", "references": ["Fees", "Authority", "Integration", "Releases", "Waivers", "Qualifications", "Warranties", "Closings", "Miscellaneous", "Successors", "Further Assurances", "Arbitration", "Costs", "Survival", "Vacations", "Headings", "Enforceability", "Specific Performance", "Payments", "Approvals", "Adjustments", "Consents", "Enforcements", "Entire Agreements", "General", "Solvency", "Insurances", "No Waivers", "Terminations", "Governing Laws", "Litigations"], "gold": ["Litigations"]}
+{"input": "(a) Executive agrees that during the Employment Term and for one (1)\u00a0year thereafter and, if longer, during the pendency of any then-pending litigation or other proceeding, (i)\u00a0Executive shall not communicate with anyone (other than Executive\u2019s own attorneys and tax advisors), except to the extent necessary in the performance of Executive\u2019s duties under this Agreement or as required by law, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving OUTFRONT or any of OUTFRONT\u2019s affiliated companies, other than any litigation or other proceeding in which Executive is a party-in-opposition, without giving prior notice to OUTFRONT, as applicable, or its counsel; and (ii)\u00a0in the event that any other party attempts to obtain information or documents from Executive with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, Executive shall promptly notify OUTFRONT or its counsel before providing any information or documents, to the extent permitted by applicable law.", "references": ["Closings", "Notices", "Binding Effects", "Representations", "Subsidiaries", "Sanctions", "Transactions With Affiliates", "Powers", "Adjustments", "Venues", "Qualifications", "Assigns", "Costs", "Severability", "Publicity", "Modifications", "Positions", "Financial Statements", "Arbitration", "Tax Withholdings", "No Waivers", "Authority", "Litigations", "Releases", "Applicable Laws", "Interests", "Confidentiality", "Submission To Jurisdiction", "Terminations", "Expenses", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal, unenforceable, or unreasonable or excessive as to duration, geographic scope, or activity, then such provision shall be modified or restricted to the extent necessary to make such provision valid, binding and enforceable. Any provision that is modified shall be construed by limiting and reducing it to the maximum time, geographic or scope limitations, as the case may be, so as to be reasonable and enforceable to the extent compatible with the applicable law. If such provision cannot be modified or restricted, then such provision shall be deemed to be excised from this Agreement, provided that the binding effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any manner.", "references": ["Further Assurances", "Approvals", "Forfeitures", "Organizations", "Terminations", "Solvency", "Consents", "Modifications", "Tax Withholdings", "Authority", "Consent To Jurisdiction", "Intellectual Property", "Definitions", "Vacations", "Taxes", "Representations", "Benefits", "Titles", "Warranties", "Assigns", "Financial Statements", "Positions", "Governing Laws", "Expenses", "Use Of Proceeds", "Sales", "Venues", "Agreements", "Specific Performance", "Arbitration", "Severability"], "gold": ["Severability"]}
+{"input": "Each Credit Party has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The authentication and delivery by each Credit Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate or limited liability company proceedings. The Loan Documents to which a Credit Party is a party constitute legal, valid and binding obligations of that Credit Party enforceable against it in accordance with their terms, except as may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors\u2019 rights generally and general principles of equity (\u201c Enforceability Exceptions \u201d).", "references": ["Employment", "Construction", "Modifications", "Counterparts", "Change In Control", "Insurances", "No Waivers", "Survival", "Duties", "Governing Laws", "Authority", "Notices", "Indemnity", "Existence", "Interpretations", "Liens", "Qualifications", "Representations", "Terminations", "No Defaults", "Integration", "Non-Disparagement", "Entire Agreements", "Arbitration", "Definitions", "Tax Withholdings", "Terms", "Subsidiaries", "Participations", "Vesting", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Pursuant to Section\u00a016 of the Plan, the Administrator may at any time amend or cancel any outstanding portion of this Stock Option, but no such action may be taken that adversely affects the Optionee\u2019s rights under this Agreement without the Optionee\u2019s consent.", "references": ["Assignments", "Titles", "Miscellaneous", "Participations", "Withholdings", "Insurances", "No Conflicts", "Waiver Of Jury Trials", "Death", "Forfeitures", "Successors", "Terms", "Sanctions", "Interpretations", "Terminations", "Powers", "Costs", "Duties", "Compliance With Laws", "Notices", "Remedies", "Benefits", "Warranties", "No Waivers", "Disclosures", "Change In Control", "Consent To Jurisdiction", "Indemnity", "Governing Laws", "Erisa", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.\u00a0 From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.\u00a0 In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.\u00a0 Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Assigns", "Financial Statements", "Tax Withholdings", "Binding Effects", "Non-Disparagement", "Waivers", "Employment", "Defined Terms", "Taxes", "Vacations", "Cooperation", "Payments", "Waiver Of Jury Trials", "Governing Laws", "Duties", "Venues", "Specific Performance", "Releases", "Effectiveness", "No Conflicts", "Base Salary", "Warranties", "Solvency", "Liens", "Construction", "Consent To Jurisdiction", "Indemnity", "Subsidiaries", "Assignments", "Integration", "Publicity"], "gold": ["Publicity"]}
+{"input": "This Agreement may be amended by the Seller and the Purchaser only with the prior written consent of the Indenture Trustee (acting at the direction of the Requisite Majority).", "references": ["Definitions", "Authorizations", "Transactions With Affiliates", "Positions", "Warranties", "Duties", "Existence", "Binding Effects", "Base Salary", "Terminations", "Participations", "Effective Dates", "Applicable Laws", "Organizations", "Taxes", "Specific Performance", "Notices", "Entire Agreements", "Employment", "Consent To Jurisdiction", "Insurances", "No Defaults", "Erisa", "Assignments", "Titles", "No Conflicts", "Forfeitures", "Qualifications", "General", "Further Assurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) any Subsidiary formed or acquired (as permitted hereunder) after the Closing Date which joins this Agreement as a Guarantor by delivering to the Administrative Agent (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 7.1 [First Loans and Letters of Credit] modified as appropriate; and (C) documents necessary to grant and perfect Prior Security Interests (subject to Permitted Liens) to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (iii) any Subsidiary formed or acquired by any Excluded Subsidiary, provided, however, that any such Subsidiary of any Excluded Subsidiary shall be subject to the same terms and provisions of this Agreement which are applicable to such Excluded Subsidiary. None of the Loan Parties shall become or agree to become a party to a Joint Venture.", "references": ["Use Of Proceeds", "Successors", "Venues", "Expenses", "Tax Withholdings", "Erisa", "Authority", "Forfeitures", "Amendments", "Vesting", "Counterparts", "Participations", "Publicity", "Employment", "Costs", "Binding Effects", "Headings", "Terminations", "Intellectual Property", "Withholdings", "No Defaults", "Compliance With Laws", "Waivers", "Indemnity", "Arbitration", "Solvency", "Indemnifications", "General", "Change In Control", "Construction", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Borrower shall not market, attempt to sell or sell or permit or justify any sales or attempted sales of any Timeshare Interests except in compliance with the applicable Timeshare Act and all applicable Legal Requirements in each other jurisdiction where marketing, sales or solicitation activities occur in a manner that Borrower\u2019s failure to so comply would not be reasonably expected to result in a Material Adverse Change.", "references": ["Arbitration", "Interests", "Payments", "Terms", "General", "Waivers", "Withholdings", "Remedies", "Defined Terms", "Successors", "Enforceability", "Compliance With Laws", "Employment", "Effective Dates", "Consents", "Transactions With Affiliates", "Qualifications", "Amendments", "Binding Effects", "Assignments", "Approvals", "Fees", "Indemnity", "Warranties", "Base Salary", "Submission To Jurisdiction", "Litigations", "Records", "Intellectual Property", "Solvency", "Sales"], "gold": ["Sales"]}
+{"input": "On the date hereof, as par, the Company shall issue to the Holder rights (the \u201c Rights \u201d) to receive such aggregate number of shares of Common Stock (if any) as set forth on the signature page of the Holder attached hereto (collectively, the \u201c Reserved Shares \u201d) to the Holder, which shall have such terms and conditions as set forth in this Section 11. The Company and the Holder hereby agree that no additional consideration is payable in connection with the issuance of the Rights or the exercise of the Rights.", "references": ["Death", "Authority", "Positions", "Capitalization", "Costs", "Duties", "Intellectual Property", "No Conflicts", "Withholdings", "Records", "Organizations", "Forfeitures", "Closings", "Consents", "Disclosures", "Erisa", "No Waivers", "Liens", "Agreements", "Definitions", "Existence", "No Defaults", "Subsidiaries", "Integration", "Enforceability", "Effective Dates", "Transactions With Affiliates", "Headings", "Employment", "Approvals", "General"], "gold": ["General"]}
+{"input": "This BAA will be governed by and enforced in accordance with the laws of the State of New York and applicable federal laws.", "references": ["Non-Disparagement", "Change In Control", "Arbitration", "Disability", "Costs", "Brokers", "No Conflicts", "Publicity", "Indemnity", "Effective Dates", "Records", "Integration", "Litigations", "Miscellaneous", "Compliance With Laws", "Withholdings", "Taxes", "Successors", "Terminations", "Employment", "Waiver Of Jury Trials", "Definitions", "Organizations", "Confidentiality", "Releases", "Fees", "Applicable Laws", "Liens", "Consents", "Amendments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Paragraph headings in this Agreement are for the convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.", "references": ["Waiver Of Jury Trials", "Entire Agreements", "Employment", "Arbitration", "Interpretations", "Adjustments", "Severability", "Erisa", "Death", "Liens", "Definitions", "Assigns", "Terminations", "Vacations", "Qualifications", "Enforceability", "Cooperation", "Tax Withholdings", "Miscellaneous", "Remedies", "Submission To Jurisdiction", "Change In Control", "Amendments", "Survival", "Non-Disparagement", "Jurisdictions", "Enforcements", "No Defaults", "No Waivers", "Insurances", "Headings"], "gold": ["Headings"]}
+{"input": "To the knowledge of the Company, (i) each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (\u201c ERISA \u201d), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the \u201c Code \u201d); (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and (iii) for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no \u201caccumulated funding deficiency\u201d as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in the case of (i), (ii) and (iii) above, as would not have a Material Adverse Effect.", "references": ["Notices", "Effectiveness", "Anti-Corruption Laws", "Authority", "Litigations", "Non-Disparagement", "Applicable Laws", "Disability", "Vacations", "Interpretations", "Interests", "No Defaults", "Severability", "Payments", "Assigns", "Benefits", "Costs", "Remedies", "Participations", "Duties", "Taxes", "Enforcements", "Compliance With Laws", "Indemnity", "Consents", "Consent To Jurisdiction", "Terminations", "Solvency", "Financial Statements", "Defined Terms", "Erisa"], "gold": ["Erisa"]}
+{"input": "(A) It is the stated intent and purpose of both parties at all times to reach agreement by negotiation between the City and the Company, without recourse to arbitration. In the event, however, that such dispute or difference is not settled, either party may request that the matter be referred to arbitration. The demand for arbitration must be submitted to the American Arbitration Association within sixty (60) calendar days after the date of such request, in which case the arbitration will resolve any then existing controversy or claim between the parties hereto which directly or indirectly arises out of or relates to this Contract.", "references": ["Existence", "Severability", "Powers", "Terminations", "Non-Disparagement", "Taxes", "No Waivers", "Qualifications", "Capitalization", "Representations", "Authorizations", "Enforceability", "Agreements", "Survival", "Waivers", "Integration", "Consent To Jurisdiction", "Brokers", "Miscellaneous", "Participations", "Warranties", "Amendments", "Defined Terms", "Death", "Withholdings", "Anti-Corruption Laws", "Submission To Jurisdiction", "Liens", "Applicable Laws", "Modifications", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all material Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, capital, or franchises, other than to the extent that the validity of such Tax is the subject of a Permitted Protest.", "references": ["Authority", "Assignments", "Venues", "Use Of Proceeds", "Disclosures", "Effectiveness", "Cooperation", "Compliance With Laws", "Arbitration", "Duties", "Closings", "Construction", "Warranties", "Brokers", "Binding Effects", "Consents", "Authorizations", "Consent To Jurisdiction", "Solvency", "Capitalization", "Entire Agreements", "No Waivers", "Insurances", "Positions", "Interests", "Base Salary", "Modifications", "Financial Statements", "Severability", "Adjustments", "Taxes"], "gold": ["Taxes"]}
+{"input": "Use the proceeds of (a)\u00a0the Initial Term Loans on the Closing Date to (i)\u00a0finance the Transactions and (ii)\u00a0pay or reimburse fees, commissions and expenses in connection with the Transactions and (b)\u00a0the Revolving Credit Facility to (i)\u00a0finance the Transactions, (ii)\u00a0provide ongoing working capital, (iii)\u00a0finance Permitted Acquisitions, (iv)\u00a0finance Capital Expenditures and (v)\u00a0for other general corporate purposes and, in each case, in a manner not in contravention of any Loan Document.", "references": ["Insurances", "Further Assurances", "Governing Laws", "Construction", "No Defaults", "Approvals", "Successors", "Confidentiality", "Titles", "Death", "Benefits", "Base Salary", "Financial Statements", "Entire Agreements", "Liens", "Releases", "Interpretations", "Definitions", "Powers", "Binding Effects", "Consent To Jurisdiction", "Organizations", "Counterparts", "Applicable Laws", "Interests", "Waivers", "Arbitration", "Forfeitures", "Jurisdictions", "Withholdings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Awards granted hereunder shall vest and become exercisable or settle, as the case may be, as set forth in the table above.", "references": ["Definitions", "Fees", "Brokers", "Venues", "Existence", "Employment", "Books", "Remedies", "Indemnity", "Adjustments", "Indemnifications", "Consents", "Defined Terms", "Effectiveness", "Consent To Jurisdiction", "Effective Dates", "Miscellaneous", "Authority", "No Waivers", "Specific Performance", "Forfeitures", "Erisa", "Submission To Jurisdiction", "Positions", "Severability", "Approvals", "Assigns", "Taxes", "Payments", "Terms", "Vesting"], "gold": ["Vesting"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of (a) 250,000,000 shares of Common Stock, 50,383,859 shares of which are issued and outstanding as of the date hereof, and (b) 5,000,000 shares of Preferred Stock, $0.0001 par value per share, of which 22,140 shares have been designated as Series A 17.38% Convertible Preferred Stock, 105,204 shares have been designated as Series B 17.38% Convertible Preferred Stock, 20,921 shares have been designated as Series C Convertible Preferred Stock and 15,000 shares have been designated as Series D Convertible Preferred Stock, and of which there are no shares of Series A 17.38% Convertible Preferred Stock, 6,376.2787 shares of Series B 17.38% Convertible Preferred Stock, no shares of Series C Convertible Preferred Stock and 12,958.21196 shares of Series D Convertible Preferred Stock issued and outstanding as of the date hereof. All subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company issued and outstanding as of the date hereof, or contracts, commitments, understandings, or arrangements by which the Company or any of its subsidiaries is or may be obligated to issue shares of capital stock, or securities or rights convertible or exchangeable for shares of capital stock, other than the New Securities, are as set forth in the SEC Documents. Taking into account all rights and agreements described in the immediately preceding sentence and any applicable anti-dilution provisions in any such agreement, immediately after the Closing and after giving effect to the consummation of this offering of the New Securities, there will be (i) 64,040,753 shares of Common Stock issued and outstanding and (ii) a maximum of 57,870,205 shares of Common Stock issuable upon conversion, exchange or exercise of all outstanding securities of the Company (including, without limitation, all Common Stock Equivalents) that are convertible into, exercisable or exchangeable for, settled in, or may be paid or repaid with, shares of Common Stock. The issued and outstanding shares of the Company\u2019s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in Section 2(h) of the Disclosure Schedules, no holder of the Company\u2019s capital stock is entitled to preemptive or similar rights in connection with the issuance of the New Securities. Except as set forth in or incorporated by reference into the SEC Documents filed with the SEC on or after December 31, 2017, but prior to the date hereof, there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of the Company issued and outstanding. Except as set forth in or incorporated by reference into the SEC Documents filed with the SEC on or after December 31, 2017, but prior to the date hereof, there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. The Company has made available to the Holder, a true, correct and complete copy of the Company\u2019s Certificate of Incorporation and Bylaws. From August 3, 2017 to the time of execution of this Agreement, the Company has not issued or sold any Common Stock or Common Stock Equivalents at a price (or exercise, conversion or exchange price, as applicable) per share of Common Stock less than $4.26, other than in respect of an Exempt Issuance.", "references": ["Existence", "Assigns", "Integration", "Erisa", "Withholdings", "Disclosures", "Survival", "Remedies", "No Waivers", "Venues", "Amendments", "Further Assurances", "Submission To Jurisdiction", "Organizations", "Representations", "Confidentiality", "Closings", "Authorizations", "Positions", "Liens", "Modifications", "Indemnifications", "Qualifications", "Effectiveness", "Intellectual Property", "Use Of Proceeds", "Waiver Of Jury Trials", "Enforcements", "Authority", "Insurances", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but such indemnified party\u2019s failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to any indemnified party other than under this Section 2.8 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under this Section 2.8 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.8 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense and employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select one separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of one such separate counsel (firm) and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnifying party, in its sole discretion, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party.", "references": ["Further Assurances", "Severability", "Interpretations", "Submission To Jurisdiction", "Books", "Qualifications", "Jurisdictions", "Authorizations", "Disability", "Sales", "Waiver Of Jury Trials", "Confidentiality", "Duties", "Closings", "Releases", "Vacations", "Assigns", "Subsidiaries", "Enforceability", "Cooperation", "No Defaults", "Defined Terms", "Solvency", "Non-Disparagement", "Fees", "Organizations", "Survival", "Forfeitures", "Use Of Proceeds", "Representations", "Notices"], "gold": ["Notices"]}
+{"input": "If any provision of this Agreement is determined by a court to be invalid or unenforceable, that determination shall not affect the other provisions hereof, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law.", "references": ["Financial Statements", "Adjustments", "Transactions With Affiliates", "Enforcements", "Sanctions", "Venues", "Counterparts", "Use Of Proceeds", "Taxes", "Assignments", "Effective Dates", "Closings", "No Conflicts", "Sales", "Representations", "General", "Integration", "Headings", "Interpretations", "Enforceability", "Confidentiality", "Governing Laws", "Employment", "Fees", "Erisa", "Cooperation", "No Defaults", "Waiver Of Jury Trials", "Survival", "Terminations", "Severability"], "gold": ["Severability"]}
+{"input": "ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS SUBORDINATION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE.", "references": ["No Defaults", "Indemnifications", "Base Salary", "Intellectual Property", "Erisa", "Disability", "Non-Disparagement", "Definitions", "Anti-Corruption Laws", "Interpretations", "Records", "Approvals", "Vacations", "Liens", "Tax Withholdings", "Compliance With Laws", "Amendments", "Waivers", "Expenses", "Powers", "Fees", "Transactions With Affiliates", "Survival", "Further Assurances", "Employment", "Terminations", "Warranties", "Modifications", "Titles", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["Payments", "Books", "Governing Laws", "Death", "Anti-Corruption Laws", "Tax Withholdings", "Compliance With Laws", "Fees", "Successors", "Records", "Terms", "Organizations", "Assignments", "Capitalization", "Remedies", "Consent To Jurisdiction", "Venues", "Indemnifications", "Representations", "Brokers", "Financial Statements", "Survival", "Liens", "Existence", "Arbitration", "Construction", "Waiver Of Jury Trials", "Qualifications", "Effectiveness", "Authorizations", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The Borrower will, and will cause each of its Restricted Subsidiaries to, (a)\u00a0keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted other than could reasonably be expected to result in, a Material Adverse Effect, (b)\u00a0maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business, and the properties and business of its Restricted Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations, and (c)\u00a0at all times after the date that is 30 days (or such longer period agreed by the Administrative Agent) after the Original Closing Date, or 30 days (or such longer period agreed by the Administrative Agent) after the formation or acquisition of a Restricted Subsidiary that is a Loan Party, as applicable, shall name Administrative Agent as additional insured on all liability policies and lenders loss payee on customary property or casualty policies of the Borrower and the other applicable Loan Parties; provided insurance endorsements shall not in any event be required until 30 days (or such longer period agreed by the Administrative Agent) after the Original Closing Date.", "references": ["Financial Statements", "Effectiveness", "Venues", "Integration", "Arbitration", "Qualifications", "Capitalization", "Indemnifications", "Construction", "Interests", "No Conflicts", "Counterparts", "Defined Terms", "Death", "Non-Disparagement", "Powers", "Waiver Of Jury Trials", "No Defaults", "No Waivers", "Consent To Jurisdiction", "Liens", "Assigns", "Intellectual Property", "Authorizations", "Publicity", "Duties", "Governing Laws", "Subsidiaries", "Submission To Jurisdiction", "Costs", "Insurances"], "gold": ["Insurances"]}
+{"input": "All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports.\u00a0\u00a0The 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.\u00a0\u00a0If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.", "references": ["Interests", "Employment", "Closings", "Disability", "Forfeitures", "Brokers", "Authority", "Duties", "Organizations", "Integration", "No Waivers", "Consents", "Submission To Jurisdiction", "Consent To Jurisdiction", "Construction", "Indemnity", "Anti-Corruption Laws", "Effectiveness", "Titles", "Base Salary", "Defined Terms", "Change In Control", "Modifications", "Insurances", "Compliance With Laws", "Definitions", "Assigns", "Waivers", "Warranties", "Use Of Proceeds", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "As of the Restatement Effective Date, (a)\u00a0 Schedule 5.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b)\u00a0there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors\u2019 qualifying shares) of any nature relating to any Capital Stock of any Subsidiary of Cedar Fair LP, except as created by the Loan Documents.", "references": ["Applicable Laws", "Binding Effects", "Integration", "Governing Laws", "Financial Statements", "Miscellaneous", "Publicity", "Waivers", "Severability", "Tax Withholdings", "Liens", "Taxes", "Approvals", "Base Salary", "Use Of Proceeds", "Sanctions", "Jurisdictions", "Disability", "Construction", "Interests", "Payments", "Insurances", "Records", "Agreements", "Amendments", "Expenses", "Existence", "Authorizations", "Anti-Corruption Laws", "Submission To Jurisdiction", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Borrower will not employ or maintain any employees other than as required by Applicable Law; provided that officers and directors shall not be deemed to be employees for purposes of this Section 7.16 .", "references": ["Sales", "Publicity", "Consents", "Titles", "Effectiveness", "Disability", "Specific Performance", "Erisa", "Terms", "Intellectual Property", "Submission To Jurisdiction", "Miscellaneous", "Vacations", "Venues", "Records", "Liens", "Tax Withholdings", "Transactions With Affiliates", "Survival", "Assignments", "Qualifications", "Capitalization", "Releases", "Confidentiality", "Notices", "Expenses", "Waivers", "Fees", "Interpretations", "Assigns", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Amendment shall not be interpreted or construed with any presumption against the party causing this Amendment to be drafted.", "references": ["Base Salary", "Authority", "Headings", "Qualifications", "Definitions", "Intellectual Property", "Withholdings", "Severability", "Assigns", "Releases", "Disability", "Agreements", "Effective Dates", "Miscellaneous", "Subsidiaries", "Forfeitures", "Notices", "Tax Withholdings", "Enforceability", "Duties", "Liens", "Indemnifications", "Titles", "Organizations", "Jurisdictions", "Anti-Corruption Laws", "Terminations", "Erisa", "No Conflicts", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to Company at its principal executive offices, attention Chief Executive Officer, and to Executive, to such address as shall most currently appear on the records of Company (or such other addresses as specified by the parties by like notice).", "references": ["Publicity", "General", "Disclosures", "Solvency", "Agreements", "Sales", "Forfeitures", "Interpretations", "Terms", "Approvals", "Titles", "Representations", "Financial Statements", "Liens", "Survival", "Specific Performance", "Remedies", "Change In Control", "Authorizations", "Payments", "Non-Disparagement", "Terminations", "Consents", "Entire Agreements", "Governing Laws", "Records", "Expenses", "Positions", "Tax Withholdings", "Disability", "Notices"], "gold": ["Notices"]}
+{"input": "All obligations of the Partnership under the Plan shall be binding upon and inure to the benefit of any successor of the Partnership, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Partnership.", "references": ["Benefits", "Expenses", "Applicable Laws", "Base Salary", "Remedies", "Enforceability", "Anti-Corruption Laws", "Terms", "Enforcements", "Positions", "Sales", "Counterparts", "Venues", "Books", "Indemnity", "Assigns", "Survival", "Headings", "Brokers", "Consents", "Existence", "Costs", "Liens", "Intellectual Property", "Waivers", "Effectiveness", "Approvals", "Arbitration", "Powers", "Employment", "Successors"], "gold": ["Successors"]}
+{"input": "Except as otherwise set forth in Schedule\u00a03.11 hereto, there are no claims, actions, suits, investigations, inquiries or proceedings against the Company or any of the Acquired Subsidiaries pending or, to the Knowledge of the Company, threatened in any court or before or by any Governmental Authority, or before any arbitrator. Schedule\u00a03.11 hereto also includes a true and correct listing of all material actions, suits, investigations, claims or proceedings that were pending, settled or adjudicated with respect to the Company and the Acquired Subsidiaries since January 1, 2016.", "references": ["Specific Performance", "Successors", "Existence", "Jurisdictions", "Effective Dates", "Vacations", "Publicity", "Approvals", "Counterparts", "Warranties", "Capitalization", "Assignments", "No Conflicts", "Change In Control", "Sales", "Consent To Jurisdiction", "Disclosures", "Entire Agreements", "Further Assurances", "Cooperation", "Effectiveness", "Closings", "Enforceability", "Defined Terms", "Agreements", "Submission To Jurisdiction", "Forfeitures", "Organizations", "Notices", "Consents", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Company shall indemnify and hold Executive harmless for acts and omissions in Executive\u2019s capacity as an officer, director or employee of the Company to the maximum extent permitted under applicable law;\u00a0 provided ,\u00a0 however , that neither the Company, nor any of its subsidiaries or affiliates, shall indemnify Executive for any losses incurred by Executive as a result of acts described in paragraph 1(c) of this Agreement.", "references": ["Binding Effects", "Erisa", "Sales", "Vesting", "No Waivers", "Disability", "Duties", "Releases", "Publicity", "Jurisdictions", "Change In Control", "Vacations", "Specific Performance", "Tax Withholdings", "Consents", "Interests", "Further Assurances", "Expenses", "Closings", "Disclosures", "Effectiveness", "Qualifications", "Applicable Laws", "Terms", "Assignments", "Venues", "Books", "Approvals", "Agreements", "Adjustments", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This is an absolute and unconditional guaranty of payment and performance and not of collection and Guarantor unconditionally (a) waives any requirement that Lessor first make demand upon, or seek to enforce or exhaust remedies against, Lessee or any other Person (including any other guarantor) or any of the collateral or property of Lessee or such other Person before demanding payment from, or seeking to enforce this Guaranty against, Guarantor; (b) waives all rights of subrogation, all rights of indemnity and any other rights to collect reimbursement from Lessee; (c) waives any right to participate in any security now or hereafter held by Lessor or in any claim or remedy of Lessor or any other Person against Lessee with respect to the Obligations; (d) waives diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of execution of any Documents, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of defaults under any of the Documents and all other notices whatsoever; (e) waives and agrees not to assert (except as prohibited by applicable law) any and all rights, benefits and defenses which might otherwise be available under the provisions of any laws, statutes or which may conflict with the terms of this Guaranty or might operate, contrary to Guarantor\u2019s agreements in this Guaranty, to limit Guarantor\u2019s liability under, or the enforcement of, this Guaranty, except, in each case, full payment of all sums payable under the Lease; (f) covenants that this Guaranty will not be discharged until all of the Obligations are fully satisfied; and (g) agrees that this Guaranty shall remain in full effect without regard to, and shall not be affected or impaired by, any invalidity, irregularity or unenforceability in whole or in part of any of the Documents, or any limitation of the liability of Lessee or Guarantor thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever.", "references": ["Effective Dates", "Organizations", "Existence", "Confidentiality", "Venues", "Records", "No Waivers", "Forfeitures", "Titles", "Death", "Duties", "Successors", "Fees", "No Defaults", "No Conflicts", "Disability", "Counterparts", "Remedies", "Employment", "Payments", "Waiver Of Jury Trials", "Defined Terms", "Further Assurances", "Non-Disparagement", "Miscellaneous", "Benefits", "Agreements", "Tax Withholdings", "Modifications", "Assignments", "Waivers"], "gold": ["Waivers"]}
+{"input": "Buyer is duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party and perform its obligations hereunder and thereunder.", "references": ["Sanctions", "Records", "Liens", "Litigations", "Capitalization", "Taxes", "Duties", "Venues", "Subsidiaries", "Positions", "Successors", "Assigns", "No Waivers", "Vesting", "Non-Disparagement", "Jurisdictions", "Erisa", "Costs", "Representations", "Anti-Corruption Laws", "Forfeitures", "Titles", "Authorizations", "Employment", "Change In Control", "Expenses", "Survival", "Integration", "Terminations", "Transactions With Affiliates", "Organizations"], "gold": ["Organizations"]}
+{"input": "At any time during or after the period during which you are performing services for the Company, you will fully cooperate with the Company and its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company\u2019s rights in and to any of such Inventions, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights with respect to any such Inventions in the United States and in any and all other countries, provided that the Company will bear the expense of such proceedings, and that any patent or other legal right so issued to you personally will be assigned by you to the Company or its designee without charge by you.", "references": ["Authorizations", "Payments", "Effectiveness", "Modifications", "Compliance With Laws", "Liens", "Waiver Of Jury Trials", "Jurisdictions", "Death", "Positions", "Disability", "Authority", "Erisa", "Powers", "Entire Agreements", "Governing Laws", "Sales", "No Conflicts", "Base Salary", "General", "Qualifications", "Miscellaneous", "Disclosures", "Tax Withholdings", "No Defaults", "Records", "Effective Dates", "Consent To Jurisdiction", "Use Of Proceeds", "Organizations", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Except for the representations and warranties contained in this Article 5 , Purchaser has not made and does not make any other express or implied representation or warranty, either written or oral, as to the Purchaser or this Agreement.", "references": ["Enforcements", "Solvency", "Change In Control", "Transactions With Affiliates", "Erisa", "Indemnity", "Benefits", "Assigns", "Non-Disparagement", "Interpretations", "Disclosures", "Payments", "Closings", "Remedies", "Counterparts", "Use Of Proceeds", "Intellectual Property", "Qualifications", "Taxes", "Severability", "Binding Effects", "Adjustments", "Submission To Jurisdiction", "Expenses", "Subsidiaries", "Effective Dates", "Brokers", "Terminations", "Specific Performance", "Waivers", "Warranties"], "gold": ["Warranties"]}
+{"input": "Executive agrees that during the term of Executive\u2019s employment and for all time thereafter, that Executive will not disparage or defame the Company in any respect.", "references": ["Positions", "Survival", "Definitions", "Capitalization", "Existence", "Further Assurances", "Taxes", "Liens", "Integration", "Erisa", "Duties", "Intellectual Property", "Successors", "Change In Control", "Agreements", "Anti-Corruption Laws", "Binding Effects", "Waivers", "Terms", "Consent To Jurisdiction", "Consents", "Death", "Closings", "Defined Terms", "No Waivers", "Records", "Remedies", "Enforcements", "Use Of Proceeds", "Confidentiality", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AMENDMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A)\u00a0ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B)\u00a0WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C)\u00a0AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION\u00a010.1 OF THE AMENDED CREDIT AGREEMENT; (D)\u00a0AGREES THAT SERVICE AS PROVIDED IN CLAUSE\u00a0(C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E)\u00a0AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.", "references": ["Indemnity", "Consent To Jurisdiction", "Arbitration", "Representations", "Non-Disparagement", "Construction", "Disclosures", "Entire Agreements", "Disability", "Consents", "Cooperation", "Applicable Laws", "Survival", "Interests", "Approvals", "Powers", "Definitions", "Solvency", "Miscellaneous", "Specific Performance", "No Conflicts", "Modifications", "Terminations", "No Defaults", "Costs", "Erisa", "Terms", "Benefits", "Indemnifications", "Waivers", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Administrative Agent shall not by the fact of approving, disapproving, accepting, preventing, obtaining or failing to obtain any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurers, or payment of losses, and Borrower hereby expressly assumes full responsibility therefor and all liability, if any, thereunder. Borrower hereby absolutely assigns and transfers to Administrative Agent, for the benefit of the Lenders, all of Borrower\u2019s right, title and interest in and to any unearned premiums paid on policies and any claims thereunder and Administrative Agent and/or the Lenders shall have the right, but not the obligation, to assign any then existing claims under the same to any purchaser of the Mortgaged Property at any foreclosure sale; provided , however , that so long as no Default exists and is continuing hereunder, Borrower shall have the right under a license granted hereby, and Administrative Agent hereby grants to Borrower a license, to exercise rights under said policies and in and to said premiums subject to the provisions of this Agreement. Said license shall be revoked automatically upon the occurrence and during the continuance of a Default hereunder. In the event of a foreclosure of any Deed of Trust, or other transfer of title to any Mortgaged Property in extinguishment in whole or in part of the Loans, all right, title and interest of any Borrower relating to such Property, including all insurance proceeds payable with respect to such Property, shall thereupon vest in the purchaser at such foreclosure or Administrative Agent or other transferee in the event of such other transfer of title (but the foregoing shall not be deemed to be an outright assignment to Administrative Agent or any Lender or any other third party of any \u201cblanket\u201d insurance policies themselves that relate to this Property and other unrelated properties, but rather only the payments and proceeds thereunder which relate to such Property).", "references": ["Sales", "Defined Terms", "Duties", "Forfeitures", "Employment", "Terminations", "Representations", "Effectiveness", "Solvency", "Participations", "Headings", "Positions", "Waiver Of Jury Trials", "Interests", "Counterparts", "Publicity", "Non-Disparagement", "Consent To Jurisdiction", "No Defaults", "Erisa", "Sanctions", "Cooperation", "Enforceability", "Governing Laws", "Submission To Jurisdiction", "Survival", "Titles", "Terms", "Confidentiality", "Vesting", "Assignments"], "gold": ["Assignments"]}
+{"input": "Notwithstanding anything herein to the contrary, as a condition to receiving the Release Benefits, Executive shall execute a comprehensive release agreement and waiver of claims against Employer in a form substantially the same as that attached hereto as Appendix A (the \u201c Release \u201d).", "references": ["Miscellaneous", "Duties", "Records", "Erisa", "Specific Performance", "Participations", "Waiver Of Jury Trials", "Governing Laws", "Headings", "Survival", "Assigns", "Further Assurances", "Powers", "Payments", "Authority", "Withholdings", "Vacations", "Remedies", "Publicity", "Transactions With Affiliates", "Authorizations", "Cooperation", "Adjustments", "Expenses", "Effectiveness", "Financial Statements", "Consents", "Existence", "Notices", "Brokers", "Releases"], "gold": ["Releases"]}
+{"input": "This Award Notice does not affect the right of the Company or a Subsidiary thereof to take any corporate action whatsoever, including without limitation its right to recapitalize, reorganize, or make other changes in its capital structure or business, merge or consolidate, issue bonds, notes, shares of Common Stock, or other securities, including preferred stock, or options therefor, dissolve or liquidate, or sell or transfer any part of its assets or business.", "references": ["Terms", "Effective Dates", "Amendments", "Qualifications", "Base Salary", "Organizations", "Remedies", "General", "Counterparts", "Liens", "No Defaults", "Specific Performance", "Intellectual Property", "Anti-Corruption Laws", "Notices", "Representations", "Entire Agreements", "Death", "Consents", "Tax Withholdings", "Successors", "Construction", "No Waivers", "Capitalization", "Confidentiality", "Solvency", "Miscellaneous", "Titles", "Survival", "Expenses", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Seller makes the following representations and warranties to the Purchaser as of the date of this Agreement, and on which representations and warranties the Purchaser shall rely in acquiring the Transferred Contracts.", "references": ["Brokers", "Expenses", "Sales", "Assigns", "Positions", "Binding Effects", "Notices", "Defined Terms", "Interests", "Effective Dates", "Powers", "Waivers", "Enforceability", "Survival", "Duties", "Closings", "Forfeitures", "Severability", "Titles", "Successors", "Waiver Of Jury Trials", "Anti-Corruption Laws", "General", "Remedies", "Interpretations", "Erisa", "Arbitration", "Taxes", "Compliance With Laws", "Governing Laws", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Holder specifically acknowledges that the Company would not enter into this Agreement or any related documents in the absence of the Holder\u2019s representations, warranties and acknowledgments set out in this Agreement (including, without limitation, the representations set forth under clause (h) \u00a0above), and that this Agreement, including such representations, warranties and acknowledgments, are a fundamental inducement to the Company, and a substantial portion of the consideration provided by the Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Holder understands that, unless the Holder notifies the Company in writing to the contrary before the Closing, each of the Holder\u2019s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing Date.", "references": ["Submission To Jurisdiction", "Benefits", "Remedies", "Records", "Tax Withholdings", "Erisa", "Costs", "Enforcements", "Specific Performance", "Amendments", "Anti-Corruption Laws", "Interpretations", "Books", "Organizations", "Use Of Proceeds", "Waivers", "Compliance With Laws", "Construction", "Publicity", "Qualifications", "Participations", "Intellectual Property", "Closings", "Agreements", "Litigations", "Consents", "Change In Control", "Base Salary", "Interests", "Brokers", "Warranties"], "gold": ["Warranties"]}
+{"input": "Payment of the Purchase Price Adjustment, if any, shall be made by Purchaser or Seller, as the case may be, by wire transfer of immediately available funds to the wire transfer address of the other party not later than the fifth (5th) Business Day following the date on which the period for Objections has expired or, if any Objections are asserted, not later than the fifth (5th) Business Day following the date on which the procedures for resolution of the Objections in this Section 2.2 have been completed. The wire transfer address for such payment shall be designated by Purchaser or Seller, as the case may be, by notice to the other party on or before the second (2nd) Business Day prior to the date for payment set forth above.", "references": ["Base Salary", "Withholdings", "No Defaults", "Litigations", "Use Of Proceeds", "Capitalization", "Indemnity", "Duties", "Effectiveness", "Governing Laws", "Interests", "Brokers", "Remedies", "Agreements", "Assigns", "Powers", "Further Assurances", "Transactions With Affiliates", "Liens", "Cooperation", "Qualifications", "Organizations", "Expenses", "Defined Terms", "Costs", "Authorizations", "Vesting", "General", "Consent To Jurisdiction", "Financial Statements", "Payments"], "gold": ["Payments"]}
+{"input": "Each Guarantor hereby jointly and severally guarantees that payments hereunder will be paid to the applicable Administrative Agent without set-off or counterclaim in Dollars at the applicable Funding Office.", "references": ["Severability", "Sanctions", "Authority", "Intellectual Property", "Titles", "Tax Withholdings", "Duties", "Warranties", "Closings", "Transactions With Affiliates", "Integration", "Defined Terms", "Powers", "General", "Waiver Of Jury Trials", "Subsidiaries", "Capitalization", "Litigations", "Authorizations", "Survival", "Remedies", "Vacations", "Death", "Miscellaneous", "Liens", "Interests", "No Defaults", "Effectiveness", "Consents", "Assignments", "Payments"], "gold": ["Payments"]}
+{"input": "The amount of Losses otherwise recoverable under this Article VII by an Indemnified Party shall be reduced by the amount of any proceeds from third party insurance policies issued by insurers with respect to such Losses actually recovered (after deducting therefrom the full amount of out-of-pocket expenses incurred in procuring such recovery and the actual cost of any subsequent premium increases directly related to such Losses) by the Indemnified Party.", "references": ["General", "Effective Dates", "Definitions", "Brokers", "Survival", "Miscellaneous", "Interpretations", "Construction", "Assignments", "Successors", "Transactions With Affiliates", "Submission To Jurisdiction", "Representations", "Interests", "Base Salary", "Venues", "Qualifications", "No Waivers", "Change In Control", "Employment", "Approvals", "Enforceability", "Binding Effects", "Forfeitures", "Benefits", "Integration", "Intellectual Property", "Modifications", "Non-Disparagement", "Positions", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.", "references": ["No Waivers", "Tax Withholdings", "Binding Effects", "Qualifications", "Successors", "Approvals", "Expenses", "Forfeitures", "Capitalization", "Consent To Jurisdiction", "Positions", "Intellectual Property", "Compliance With Laws", "Authority", "Severability", "Closings", "Submission To Jurisdiction", "Integration", "Warranties", "Organizations", "Vesting", "Solvency", "Applicable Laws", "Confidentiality", "Books", "Effective Dates", "Waivers", "Existence", "Governing Laws", "Benefits", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed in multiple original, facsimile or electronic counterparts (including via PDF), each of which shall be deemed an original, but all of which when taken together shall constitute one and the same agreement.", "references": ["Definitions", "Terminations", "No Waivers", "Survival", "Erisa", "Sales", "Notices", "Interests", "Severability", "Base Salary", "Publicity", "Non-Disparagement", "Disclosures", "Miscellaneous", "Capitalization", "Vacations", "Integration", "Financial Statements", "Vesting", "Enforcements", "Compliance With Laws", "Consent To Jurisdiction", "Qualifications", "Binding Effects", "Powers", "Closings", "Insurances", "Defined Terms", "Transactions With Affiliates", "Remedies", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract.\u00a0 Delivery of an executed counterpart of a signature page\u00a0of this Amendment by facsimile or other customary means of electronic transmission (e.g., \u201cpdf\u201d) shall be as effective as delivery of a manually executed counterpart hereof.", "references": ["Duties", "Notices", "Successors", "Assignments", "Confidentiality", "Terminations", "Defined Terms", "Records", "No Defaults", "Participations", "Entire Agreements", "Applicable Laws", "Waivers", "Sales", "Indemnity", "Assigns", "Insurances", "Vesting", "Remedies", "Severability", "Specific Performance", "Disclosures", "Existence", "Miscellaneous", "Liens", "Arbitration", "Adjustments", "Forfeitures", "Capitalization", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No amendment or waiver of any provision of this Joinder Agreement, not any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.", "references": ["Books", "Specific Performance", "Disability", "Notices", "Records", "Existence", "Disclosures", "Benefits", "Publicity", "Sanctions", "Withholdings", "Litigations", "Capitalization", "Enforceability", "Duties", "Qualifications", "Integration", "Death", "Successors", "No Conflicts", "Fees", "Costs", "Sales", "Assigns", "Severability", "Payments", "Transactions With Affiliates", "Interests", "Approvals", "Base Salary", "Amendments"], "gold": ["Amendments"]}
+{"input": "Executive (i) shall be indemnified and held harmless by WPX on the same terms as other peer executives and to the greatest extent permitted under applicable law as the same now exists or may hereafter be amended and WPX Energy\u2019s by-laws as such exist on the Agreement Date, or such greater rights that may be provided by amendment to such by-laws from time to time, if Executive was, is, or is threatened to be, made a party to any pending, completed or threatened action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that Executive is or was, or had agreed to become, a director, officer, employee, agent or fiduciary of WPX or any other entity which Executive is or was serving at the request of WPX (\u201c Proceeding \u201d), against all expenses (including reasonable attorneys\u2019 fees) and all claims, damages, liabilities and losses incurred or suffered by Executive or to which Executive may become subject for any reason, and (ii)\u00a0shall be entitled to advancement of any such indemnifiable expenses in accordance with WPX Energy\u2019s by-laws as such exist on the Agreement Date, or such greater rights that may be provided by amendment to such by-laws from time to time. A Proceeding shall not include any proceeding to the extent it concerns or relates to a matter described in Section 4.1 (concerning reimbursement of certain costs and expenses).", "references": ["Indemnity", "Amendments", "Effective Dates", "Interpretations", "Construction", "Definitions", "Change In Control", "Qualifications", "No Conflicts", "Powers", "Base Salary", "Terminations", "Payments", "Terms", "Liens", "Litigations", "Books", "General", "Forfeitures", "Disclosures", "Positions", "Use Of Proceeds", "Subsidiaries", "Fees", "Applicable Laws", "Authorizations", "Tax Withholdings", "Solvency", "Enforceability", "Vacations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restrict ion. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or un enforceable.", "references": ["Survival", "Cooperation", "Interests", "General", "Construction", "Miscellaneous", "Jurisdictions", "Enforceability", "Closings", "Governing Laws", "Further Assurances", "Books", "Warranties", "Sales", "No Waivers", "Financial Statements", "Approvals", "Confidentiality", "Non-Disparagement", "Insurances", "Representations", "Terminations", "Consents", "Litigations", "Publicity", "Positions", "Use Of Proceeds", "Withholdings", "Forfeitures", "Solvency", "Severability"], "gold": ["Severability"]}
+{"input": "As of the Closing Date, Parent has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule\u00a07.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the applicable member of the Consolidated Group in the amounts specified on Part (a) of Schedule \u00a0 7.13 free and clear of all Liens. As of the Closing Date, Parent has no direct or indirect equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule \u00a0 7.13 .", "references": ["Confidentiality", "Definitions", "Effective Dates", "Taxes", "Binding Effects", "Erisa", "General", "Remedies", "Modifications", "No Defaults", "Compliance With Laws", "Enforcements", "Indemnity", "Organizations", "Books", "Vesting", "Fees", "Terms", "Assignments", "Titles", "Authorizations", "Warranties", "Consents", "Arbitration", "Vacations", "Approvals", "Forfeitures", "Solvency", "Tax Withholdings", "Base Salary", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Purchaser does not make and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a03.2 hereof.", "references": ["Definitions", "Consents", "Approvals", "No Waivers", "Death", "Adjustments", "Effective Dates", "Consent To Jurisdiction", "Vesting", "Subsidiaries", "Titles", "Closings", "Interpretations", "Venues", "Tax Withholdings", "Vacations", "Binding Effects", "Sanctions", "Brokers", "Change In Control", "Confidentiality", "Participations", "Arbitration", "Survival", "Further Assurances", "Authorizations", "Erisa", "Applicable Laws", "Releases", "Integration", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement is and each other Transaction Agreement will be, at or prior to the Closing Date, duly and validly executed and delivered by the Company, and each such Transaction Agreement constitutes, or, when executed and delivered, will constitute, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors\u2019 rights generally, and subject to principles of equity and public policy.", "references": ["Remedies", "Effectiveness", "Releases", "Interests", "Specific Performance", "Headings", "Indemnifications", "Transactions With Affiliates", "Approvals", "Construction", "Financial Statements", "Amendments", "Adjustments", "Miscellaneous", "Integration", "Closings", "Positions", "Successors", "Arbitration", "Forfeitures", "Interpretations", "Sales", "Governing Laws", "Qualifications", "Anti-Corruption Laws", "Compliance With Laws", "Jurisdictions", "Sanctions", "Non-Disparagement", "Confidentiality", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Each Party hereto agrees to execute and deliver all such other documents, instruments and agreements and to take all such other actions as the other Party hereto may reasonably request from time to time, without payment of further consideration, in order to effectuate or evidence the transactions contemplated hereby.", "references": ["Notices", "Counterparts", "Subsidiaries", "No Conflicts", "Litigations", "Records", "Survival", "Remedies", "Qualifications", "Adjustments", "Indemnifications", "Fees", "Disclosures", "Binding Effects", "Compliance With Laws", "Powers", "Withholdings", "Brokers", "Construction", "Existence", "Insurances", "Change In Control", "Vacations", "Consent To Jurisdiction", "No Defaults", "Closings", "Effectiveness", "Capitalization", "General", "Amendments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. For all purposes a signature by fax shall be treated as an original.", "references": ["Anti-Corruption Laws", "Erisa", "Organizations", "Use Of Proceeds", "Waivers", "Headings", "Releases", "Disclosures", "Participations", "Non-Disparagement", "Venues", "Expenses", "Jurisdictions", "Enforceability", "Miscellaneous", "Amendments", "Subsidiaries", "Consent To Jurisdiction", "Tax Withholdings", "Fees", "Waiver Of Jury Trials", "Arbitration", "Compliance With Laws", "Forfeitures", "Books", "Taxes", "Benefits", "Payments", "Solvency", "Qualifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "To the extent that the assignment or transfer to Purchaser of any Acquired Assets pursuant to this Agreement is not permitted without the consent of a Third Party and such restriction cannot be effectively overridden or canceled by the Sale Order or other related Order of the Bankruptcy Court, then this Agreement will not be deemed to constitute an assignment of or an undertaking or attempt to assign such Acquired Asset or any right or interest therein unless and until such consent is obtained; provided , that, if any such consents are not obtained prior to the Closing Date, Seller purporting to make such transfer shall use commercially reasonable efforts to cooperate with Purchaser in any reasonable and lawful arrangement (including holding such Acquired Assets in trust for Purchaser or its Affiliates, as applicable, pending receipt of the required consent) mutually acceptable to such Seller and Purchaser, from and after the Closing Date and until the earlier to occur of (i) the date on which such applicable consent is obtained and (ii) the date on which such Seller liquidates and ceases to exist, pursuant to which (A) such Seller shall provide to Purchaser or its Affiliates, as applicable, the benefits under such Acquired Assets, (B) such Seller shall enforce for the account of Purchaser or its Affiliates, as applicable, any rights of such Seller under such Acquired Assets (including the right to elect to terminate any Contracts in accordance with the terms thereof upon the direction of Purchaser) and (C) that Purchaser shall be responsible for performing all obligations under such Acquired Assets, as applicable, required to be performed by such Seller to the extent that if such Acquired Assets were acquired by Purchaser as of the Closing Date the obligations thereunder would have constituted an Assumed Liability.", "references": ["Records", "Headings", "Books", "Governing Laws", "Survival", "Notices", "Construction", "Enforcements", "Change In Control", "Death", "Publicity", "Further Assurances", "Authorizations", "Approvals", "Assigns", "Enforceability", "Effective Dates", "Financial Statements", "Forfeitures", "Insurances", "Integration", "Taxes", "Closings", "Vesting", "Transactions With Affiliates", "Amendments", "Use Of Proceeds", "Indemnifications", "Powers", "Jurisdictions", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The Company has the necessary corporate power and authority to enter into this Agreement and to assume and perform its obligations hereunder. The execution and delivery of this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by the Board of Directors of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization and moratorium laws, (b) other laws of general application affecting the enforcement of creditors\u2019 rights generally and general principles of equity, (c) the discretion of the court before which any proceeding therefor may be brought, and (d) as rights to indemnity may be limited by federal or state securities laws or by public policy.", "references": ["Representations", "Successors", "Defined Terms", "Sales", "Indemnity", "Agreements", "No Defaults", "Definitions", "Forfeitures", "Solvency", "Sanctions", "Further Assurances", "Erisa", "Venues", "Integration", "Interests", "Authority", "Records", "Tax Withholdings", "Consent To Jurisdiction", "Entire Agreements", "Enforcements", "Notices", "Effective Dates", "No Waivers", "Fees", "Cooperation", "General", "Insurances", "Submission To Jurisdiction", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Colorado without giving effect to any choice or conflict of law provisions.", "references": ["Titles", "Jurisdictions", "Change In Control", "Disclosures", "Participations", "Effectiveness", "Disability", "Integration", "Positions", "Submission To Jurisdiction", "Payments", "Non-Disparagement", "Construction", "Arbitration", "Employment", "General", "Amendments", "Books", "Costs", "Enforceability", "Consents", "Binding Effects", "Use Of Proceeds", "Subsidiaries", "Assignments", "Anti-Corruption Laws", "Transactions With Affiliates", "Base Salary", "Insurances", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Borrower Party shall preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises.", "references": ["Notices", "Adjustments", "Enforceability", "Books", "Fees", "Transactions With Affiliates", "Erisa", "Integration", "Authority", "Positions", "Participations", "Closings", "General", "Publicity", "Applicable Laws", "Jurisdictions", "Sales", "Taxes", "No Waivers", "Anti-Corruption Laws", "Vesting", "Miscellaneous", "Specific Performance", "Authorizations", "Costs", "Waivers", "Remedies", "Payments", "Employment", "Duties", "Existence"], "gold": ["Existence"]}
+{"input": "If any term or provision of this Agreement is to any extent held by a court or other tribunal to be invalid, void or unenforceable, such term or provision shall, insofar as it is in conflict with law, be treated as deleted from this Agreement. This does not affect the validity or enforceability of the remaining terms and provisions.", "references": ["Forfeitures", "Vacations", "Anti-Corruption Laws", "Warranties", "Notices", "Representations", "Terms", "Confidentiality", "Erisa", "Consents", "Base Salary", "Publicity", "Powers", "Withholdings", "Amendments", "Disclosures", "Jurisdictions", "Tax Withholdings", "Intellectual Property", "Authority", "Effectiveness", "Benefits", "Payments", "No Waivers", "Titles", "Modifications", "Adjustments", "Remedies", "Entire Agreements", "Consent To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "By executing this Agreement, Employee acknowledges that this Agreement is assignable by Company and acknowledges that a breach of this agreement will give rise to irreparable and continuing injury to the Company, and further agrees that the Company or its successors and assigns may obtain injunctive relief against the breach or threatened breach of this Agreement, in addition to any other legal remedies which may be available to it. If any court refuses to enforce this Agreement or any provision hereof, because it is more extensive (as to time, geographic area, definition of Client or otherwise) than is necessary to protect the business and goodwill of the company, Employee agrees that this Agreement, or the offending provision, shall be modified to the extent necessary to permit the terms hereof to be enforced in any such legal proceeding. Employee understands that all obligations under this Agreement shall survive termination or expiration of Employee\u2019s employment with Company.", "references": ["Submission To Jurisdiction", "Existence", "Records", "Modifications", "Organizations", "Agreements", "Benefits", "Anti-Corruption Laws", "Governing Laws", "Binding Effects", "Titles", "Positions", "Amendments", "Interests", "Transactions With Affiliates", "Terms", "Forfeitures", "Counterparts", "Further Assurances", "Notices", "Applicable Laws", "Employment", "Indemnifications", "Specific Performance", "Effectiveness", "Representations", "General", "Death", "Solvency", "Defined Terms", "Remedies"], "gold": ["Remedies"]}
+{"input": "During the Term, you will be eligible to participate in all incentive, savings and retirement plans, practices, policies and programs maintained or sponsored by the Company from time to time which are applicable to other similarly situated executives of the Company, subject to the terms and conditions thereof. During the Term, you will also be eligible for standard benefits, such as medical insurance, flexible paid time-off and holidays to the extent applicable generally to other similarly situated executives of the Company, subject to the terms and conditions of the applicable Company plans or policies.", "references": ["General", "Forfeitures", "Confidentiality", "Assigns", "Positions", "Venues", "Remedies", "Payments", "Disability", "Publicity", "Titles", "Compliance With Laws", "Transactions With Affiliates", "Fees", "Anti-Corruption Laws", "Organizations", "Warranties", "Assignments", "Solvency", "Agreements", "Capitalization", "Qualifications", "Construction", "Liens", "Miscellaneous", "Defined Terms", "Powers", "Authority", "Vesting", "Governing Laws", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the internal and substantive Laws of the State of Delaware and without regard to any conflicts of Laws concepts that would apply the substantive Law of some other jurisdiction.", "references": ["Headings", "Compliance With Laws", "Use Of Proceeds", "Base Salary", "Taxes", "Assigns", "Subsidiaries", "Change In Control", "Defined Terms", "Waivers", "Arbitration", "Tax Withholdings", "Anti-Corruption Laws", "Indemnifications", "Interpretations", "Duties", "Sales", "Death", "Vacations", "Interests", "Solvency", "Waiver Of Jury Trials", "No Waivers", "Positions", "Disability", "Remedies", "Further Assurances", "Titles", "Approvals", "Intellectual Property", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Neither the Company nor any of its subsidiaries owns any real property. Except as set forth on Schedule 3(n), each of the Company and its subsidiaries has good and marketable title to all of its personal property and assets, free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance which would have a Material Adverse Effect. Except as set forth on Schedule 3(n), with respect to properties and assets it leases, each of the Company and its subsidiaries is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances which would have a Material Adverse Effect.", "references": ["Adjustments", "Counterparts", "Severability", "Vacations", "Survival", "Assigns", "Vesting", "Payments", "Non-Disparagement", "Participations", "Positions", "Costs", "Disclosures", "Closings", "Existence", "Submission To Jurisdiction", "Fees", "Consent To Jurisdiction", "Authorizations", "Intellectual Property", "Organizations", "Jurisdictions", "Governing Laws", "Duties", "Remedies", "Indemnity", "Capitalization", "General", "Solvency", "Anti-Corruption Laws", "Titles"], "gold": ["Titles"]}
+{"input": "Section headings are inserted herein for convenience only and do not form a part of this Note.", "references": ["Consents", "Positions", "Notices", "No Conflicts", "Books", "Jurisdictions", "Capitalization", "Modifications", "No Waivers", "Submission To Jurisdiction", "Records", "Remedies", "Disclosures", "Approvals", "Titles", "Warranties", "Amendments", "Forfeitures", "Enforcements", "General", "Financial Statements", "No Defaults", "Brokers", "Use Of Proceeds", "Confidentiality", "Sales", "Defined Terms", "Expenses", "Successors", "Releases", "Headings"], "gold": ["Headings"]}
+{"input": "All representations and warranties (as of the date such representations and warranties were made) made herein or in any certificate or other instrument delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the issuance of the Series C Warrant Shares. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties; provided however that no party may assign this Agreement or the obligations and rights of such party hereunder without the prior written consent of the other parties hereto.", "references": ["Participations", "No Waivers", "Closings", "Effectiveness", "Notices", "Subsidiaries", "Applicable Laws", "Waiver Of Jury Trials", "Modifications", "Jurisdictions", "Successors", "Costs", "Assigns", "Employment", "Assignments", "Specific Performance", "Adjustments", "Vesting", "Releases", "Disclosures", "Remedies", "General", "Arbitration", "Sanctions", "Severability", "Erisa", "Sales", "Financial Statements", "Definitions", "Agreements", "Survival"], "gold": ["Survival"]}
+{"input": "Notwithstanding anything to the contrary contained herein, except as provided in Section\u00a06.04 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Servicer.", "references": ["Closings", "Consents", "Books", "No Waivers", "Positions", "Duties", "Death", "Waiver Of Jury Trials", "Venues", "Fees", "Definitions", "Effectiveness", "Payments", "Successors", "Entire Agreements", "Enforcements", "Survival", "Intellectual Property", "Employment", "Terminations", "Agreements", "No Defaults", "Counterparts", "Releases", "Governing Laws", "Change In Control", "Waivers", "Vesting", "Existence", "Use Of Proceeds", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each of the Administrative Agent, each Issuing Lender and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing herein shall prevent the Administrative Agent, any Issuing Lender or any Lender from disclosing any such information (a) to the Administrative Agent, any other Issuing Lender, any other Lender or any affiliate thereof, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender\u2019s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, (j) to data service providers (including league table providers) that serve the lending industry to the extent such information is of the type customarily provided to such providers or (k) if agreed by the Parent Borrower in its sole discretion, to any other Person.", "references": ["Intellectual Property", "Forfeitures", "Consent To Jurisdiction", "Participations", "Venues", "Survival", "Litigations", "Agreements", "Approvals", "Representations", "Enforceability", "Death", "Entire Agreements", "Change In Control", "Closings", "Authorizations", "Sales", "Subsidiaries", "Disclosures", "Waiver Of Jury Trials", "Positions", "Binding Effects", "Existence", "No Defaults", "Employment", "Expenses", "Financial Statements", "Terminations", "Modifications", "Construction", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement is made under and shall be construed according to the laws of the State of Texas.", "references": ["Authorizations", "General", "Fees", "Vacations", "No Waivers", "Headings", "Anti-Corruption Laws", "Defined Terms", "Specific Performance", "Erisa", "No Defaults", "Titles", "Successors", "Construction", "Costs", "Cooperation", "Brokers", "Agreements", "Participations", "Amendments", "Notices", "Indemnity", "Powers", "Indemnifications", "Waiver Of Jury Trials", "Approvals", "Closings", "Interests", "Applicable Laws", "Change In Control", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to Seller\u2019s Knowledge, threatened against Seller that (a) relate to the Shares, (b) challenge the validity or enforceability of Seller\u2019s obligations under this Agreement or (c) would, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impair the consummation of the Transactions.\u00a0 Seller is not a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that would, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impair the consummation of the Transactions.", "references": ["Waivers", "Remedies", "Counterparts", "Participations", "Severability", "Effective Dates", "Erisa", "Sales", "Indemnity", "Consents", "Financial Statements", "Powers", "Assignments", "Integration", "Fees", "Amendments", "Anti-Corruption Laws", "Specific Performance", "Brokers", "No Waivers", "Compliance With Laws", "Positions", "Cooperation", "Transactions With Affiliates", "Notices", "Disability", "Authorizations", "Base Salary", "Miscellaneous", "Sanctions", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Borrowers shall notify the Administrative Agent by electronic transmission of any prepayment hereunder, not later than 11:00\u00a0a.m. with respect to Loans bearing interest at the Adjusted LIBO Rate, three (3) Business Days before the date of prepayment, and with respect to Loans bearing interest at the Alternate Base Rate, one (1) Business Day before the date of prepayment (or, in each case, such later date as may be agreed by the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or alternative financing, in which case such notice may be revoked without penalty, but subject to Section\u00a02.18 , prior to the specified termination date if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section\u00a02.14 and any amount required by Section\u00a02.18 and shall be applied in the manner specified in Section\u00a02.11(b) .", "references": ["Jurisdictions", "Further Assurances", "Disclosures", "Benefits", "Venues", "Books", "Indemnity", "Disability", "Indemnifications", "Taxes", "Anti-Corruption Laws", "Counterparts", "Releases", "Effectiveness", "Enforceability", "Publicity", "Fees", "Duties", "Sales", "Waiver Of Jury Trials", "Costs", "General", "Assigns", "Authorizations", "Miscellaneous", "Powers", "Organizations", "Interests", "Litigations", "Severability", "Notices"], "gold": ["Notices"]}
+{"input": "No failure on the part of Buyer to exercise, or delay in exercising, any right or remedy under the Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy thereunder preclude any further exercise thereof or the exercise of any other right. The rights and remedies in the Transaction Documents are cumulative and not exclusive of any rights and remedies provided by Requirement of Law. Application of the Default Rate after an Event of Default shall not be deemed to constitute a waiver of any Event of Default or Buyer\u2019s rights and remedies with respect thereto, or a consent to any extension of time for the payment or performance of any obligation with respect to which the Default Rate is applied. Except as otherwise expressly provided in the Transaction Documents, no amendment, waiver or other modification of any provision of this Guaranty shall be effective without the signed agreement of Guarantor and Buyer. Any waiver or consent under the Transaction Documents shall be effective only if it is in writing and only in the specific instance and for the specific purpose for which given.", "references": ["Jurisdictions", "Consent To Jurisdiction", "Headings", "Assignments", "Vesting", "Terminations", "Warranties", "Sanctions", "Arbitration", "Vacations", "Approvals", "Definitions", "Binding Effects", "Authorizations", "Brokers", "Assigns", "Titles", "Releases", "Severability", "Enforceability", "Publicity", "Capitalization", "General", "Interests", "Compliance With Laws", "Enforcements", "Use Of Proceeds", "Fees", "Authority", "Positions", "Amendments"], "gold": ["Amendments"]}
+{"input": "The parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in New York City, New York, for the purposes of any suit, action or other proceeding brought by any party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. Each party is individually responsible for its own legal fees and expenses regardless of the disposition of any suit, action, proceeding or claim.", "references": ["Sales", "Enforcements", "Waiver Of Jury Trials", "Binding Effects", "Approvals", "Liens", "Interests", "Representations", "Further Assurances", "Participations", "Headings", "Amendments", "Agreements", "Costs", "Existence", "Assignments", "No Conflicts", "Change In Control", "Compliance With Laws", "Sanctions", "Notices", "Payments", "Releases", "Remedies", "Governing Laws", "Authorizations", "Counterparts", "Miscellaneous", "Insurances", "General", "Venues"], "gold": ["Venues"]}
+{"input": "To the extent permitted by law, Executive and the Company acknowledge and agree that they are hereby waiving any rights to a trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement. Executive and the Company acknowledge that this consent and agreement to mandatory and binding arbitration is a material inducement to enter into the Agreement and that each party will continue to be bound by and to rely on this consent and agreement in their related future dealings. Executive and the Company further warrant and represent that each has reviewed this consent and agreement with legal counsel of its own choosing, or has had an opportunity to do so, and that it knowingly and voluntarily gives this consent and enters into this agreement having had the opportunity to consult with legal counsel. This consent and agreement is irrevocable, meaning that it may not be modified either orally or in writing, and this consent and agreement will apply to any subsequent amendments, renewals, supplements or modifications to the Agreement or any other agreement or document entered into between the parties in connection with the Agreement, including, but not limited to the Release.", "references": ["Brokers", "Positions", "Forfeitures", "Entire Agreements", "Liens", "Capitalization", "Books", "Representations", "Financial Statements", "Base Salary", "Subsidiaries", "Use Of Proceeds", "Death", "Solvency", "Duties", "Arbitration", "Transactions With Affiliates", "Litigations", "Benefits", "Titles", "Successors", "No Conflicts", "Defined Terms", "Vesting", "Authorizations", "Consent To Jurisdiction", "Interpretations", "Enforceability", "Change In Control", "Further Assurances", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "No delay or omission by either party to exercise any right or power it has under this Master Agreement or any Services Exhibit will impair or be construed as a waiver of such right or power. A waiver by either party of any breach or covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.", "references": ["Consent To Jurisdiction", "Binding Effects", "Publicity", "Consents", "Non-Disparagement", "Applicable Laws", "Transactions With Affiliates", "Remedies", "Litigations", "Tax Withholdings", "Authority", "Duties", "Governing Laws", "Terminations", "Vacations", "Participations", "Base Salary", "Jurisdictions", "Releases", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Cooperation", "Construction", "Titles", "Entire Agreements", "Representations", "Enforcements", "Warranties", "Headings", "Solvency", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement and attached exhibits constitute the entire agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.", "references": ["Amendments", "Severability", "Expenses", "Releases", "Duties", "Taxes", "Terms", "Binding Effects", "Cooperation", "Definitions", "Costs", "Use Of Proceeds", "Fees", "Effectiveness", "Waiver Of Jury Trials", "Disability", "Counterparts", "Applicable Laws", "Payments", "Vacations", "Construction", "Vesting", "Publicity", "Closings", "Sales", "Miscellaneous", "Assigns", "Representations", "Assignments", "Interpretations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility 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 and its subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.", "references": ["Integration", "Consents", "Waivers", "Terms", "Compliance With Laws", "Fees", "Assignments", "Disclosures", "No Waivers", "No Conflicts", "Effectiveness", "Specific Performance", "Books", "Agreements", "General", "No Defaults", "Vacations", "Subsidiaries", "Adjustments", "Enforceability", "Capitalization", "Change In Control", "Successors", "Liens", "Records", "Existence", "Use Of Proceeds", "Organizations", "Interpretations", "Governing Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "Section 12.26 Amendment and Restatement of Existing Credit Agreement. The parties to this Agreement agree that, upon (i)\u00a0the execution and delivery by each of the parties hereto of this Agreement and (ii)\u00a0satisfaction of the conditions set forth in Section \u00a06.01 (unless waived in accordance with the terms and provisions of this Agreement), the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation or termination of the Obligations. All \u201cRevolving Loans\u201d made and \u201cObligations\u201d incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a)\u00a0all references in the \u201cCredit Documents\u201d (as defined in the Existing Credit Agreement) to the \u201cAdministrative Agent\u201d, the \u201cCredit Agreement\u201d and the \u201cCredit Documents\u201d shall be deemed to refer to the Administrative Agent, this Agreement and the Credit Documents, (b)\u00a0the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c)\u00a0all obligations constituting \u201cObligations\u201d with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Credit Documents, (d)\u00a0the Administrative Agent shall administer such reallocations, sales, assignments or other relevant actions in respect of each Lender\u2019s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender\u2019s credit exposure and outstanding Loans hereunder reflect the Commitments of the Lenders hereunder on the Effective Date and (e)\u00a0the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Euro Rate Loans or CDOR Rate Loans (including the \u201cEuro Rate Loans\u201d and \u201cCDOR Rate Loans\u201d under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section \u00a02.11 hereof. Certain lenders under the Existing Credit Agreement will not be party to this Agreement (the \u201c Departing Lenders \u201d). On the Effective Date, the loans and commitments of each Departing Lender will be paid in full and terminated on a non-pro rata basis and each of the parties hereto hereby consents to such prepayment and termination.", "references": ["Arbitration", "Organizations", "Miscellaneous", "Assignments", "Modifications", "Consents", "Positions", "Integration", "Disclosures", "Litigations", "Brokers", "Confidentiality", "Indemnity", "Adjustments", "Erisa", "Non-Disparagement", "Governing Laws", "Employment", "Publicity", "Indemnifications", "Authority", "Further Assurances", "Participations", "Sanctions", "Construction", "Entire Agreements", "Powers", "Applicable Laws", "Forfeitures", "Intellectual Property", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Party agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by Law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each Party shall return to the other Party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.", "references": ["Benefits", "Agreements", "No Conflicts", "Use Of Proceeds", "Notices", "Taxes", "Financial Statements", "Disability", "Venues", "Costs", "Litigations", "Effective Dates", "Representations", "Waivers", "Records", "Sales", "Participations", "Approvals", "Enforceability", "Publicity", "Forfeitures", "No Defaults", "Warranties", "Governing Laws", "Waiver Of Jury Trials", "Solvency", "Modifications", "Vacations", "Releases", "Effectiveness", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Borrower shall have paid all out-of-pocket costs and expenses and other fees that are due and payable by the Borrower in connection with this Amendment No.\u00a01, including the fees and expenses of the Administrative Agent incurred in connection with the obtaining of the appraisals described in Section\u00a01.2 above.", "references": ["Base Salary", "Entire Agreements", "Payments", "Enforceability", "Counterparts", "Survival", "Titles", "Forfeitures", "Modifications", "Qualifications", "Fees", "Records", "Governing Laws", "Cooperation", "Effectiveness", "Submission To Jurisdiction", "Interpretations", "Venues", "Positions", "Solvency", "Construction", "General", "Interests", "Capitalization", "Costs", "Vacations", "Defined Terms", "Financial Statements", "Severability", "Closings", "Expenses"], "gold": ["Expenses"]}
+{"input": "In the event a Participant\u2019s employment terminates due to his or her death, the Restricted Period will lapse as to the outstanding shares of Restricted Stock and/or Restricted Units (including any associated Dividend Equivalents) granted to such Participant under the Plan. A lump sum payment of cash or Common Stock shall be made in respect of Restricted Units as soon as practicable, but not more than 74 days, following the Participant\u2019s termination of employment.", "references": ["Participations", "Employment", "Subsidiaries", "Books", "Agreements", "Binding Effects", "Releases", "Existence", "Enforceability", "Remedies", "Interests", "Notices", "No Waivers", "Representations", "Brokers", "Closings", "Qualifications", "Consents", "Assignments", "Warranties", "Non-Disparagement", "Governing Laws", "Jurisdictions", "Adjustments", "Titles", "Base Salary", "Capitalization", "Costs", "Erisa", "Severability", "Death"], "gold": ["Death"]}
+{"input": "The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a)\u00a0any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i)\u00a0such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Rate Loan or CDOR Rate Loan prior to the end of the Interest Period in effect therefor, (ii)\u00a0the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii)\u00a0the conversion of any CDOR Rate Loan to a Canadian Prime Rate Loan, or the conversion of the Interest Period with respect to any CDOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor or (iv)\u00a0any Eurocurrency Rate Loan or CDOR Rate Loan to be made by such Lender (including any Eurocurrency Rate Loan or CDOR Rate Loan to be made pursuant to a conversion or continuation under Section \u00a02.10 ) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) \u00a0being called a \u201c Breakage Event \u201d) or (b)\u00a0any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i)\u00a0its cost of obtaining funds for the Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii)\u00a0the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period (exclusive of any loss of anticipated profits). A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section \u00a02.17 shall be delivered to the Borrower and shall be conclusive absent manifest error.", "references": ["Notices", "Agreements", "Insurances", "Taxes", "Warranties", "Remedies", "Brokers", "Cooperation", "Disability", "Construction", "Financial Statements", "Costs", "Definitions", "No Waivers", "Headings", "Records", "Governing Laws", "Effective Dates", "Jurisdictions", "Vesting", "Successors", "Liens", "No Defaults", "Submission To Jurisdiction", "Adjustments", "Fees", "Amendments", "Waiver Of Jury Trials", "Interests", "Closings", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "All computations of interest for Base Rate Loans when the Base Rate is determined by the Administrative Agent\u2019s \u201cprime rate\u201d shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.\u00a0 All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).\u00a0 Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a) , bear interest for one day.\u00a0 Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["Anti-Corruption Laws", "Successors", "Submission To Jurisdiction", "Notices", "Taxes", "Counterparts", "Venues", "Closings", "Interests", "Payments", "Subsidiaries", "Brokers", "Publicity", "Defined Terms", "Agreements", "Positions", "Erisa", "Vacations", "Survival", "Assignments", "Releases", "Indemnity", "Authorizations", "Disability", "Benefits", "Definitions", "Compliance With Laws", "Existence", "Consents", "Jurisdictions", "Fees"], "gold": ["Fees"]}
+{"input": "At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b), (c), (d), (e) or (f) of Section , the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section . No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender\u2019s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.", "references": ["Use Of Proceeds", "Change In Control", "Disclosures", "No Conflicts", "Organizations", "Indemnifications", "Brokers", "Agreements", "Solvency", "Consent To Jurisdiction", "Assignments", "Forfeitures", "Books", "Existence", "Titles", "Survival", "Confidentiality", "Enforceability", "Effectiveness", "Miscellaneous", "Integration", "Publicity", "Withholdings", "Liens", "Cooperation", "Defined Terms", "Closings", "Terms", "Specific Performance", "Indemnity", "Remedies"], "gold": ["Remedies"]}
+{"input": "RHP and Key Employee hereby agree that, if Key Employee is in the employ of RHP on the date on which a Change of Control occurs (the \u201cChange of Control Date\u201d), RHP will continue to employ Key Employee and Key Employee will remain in the employ of RHP, for the period commencing on the Change of Control Date and ending on the second anniversary of such date (the \u201cEmployment Period\u201d), to exercise such authority and perform such duties as are commensurate with the authority being exercised and duties being performed by the Key Employee immediately prior to the Change of Control Date. Nothing expressed or implied in this Agreement shall create any right or duty on the part of RHP or the Key Employee to have the Key Employee remain in the employment of RHP prior to any Change in Control, provided; however, that any termination of employment of the Key Employee or the removal of the Key Employee from the office or position in RHP following the commencement of any discussion with a third person that ultimately results in a Change in Control with that or another person shall be deemed to be a termination or removal of the Key Employee after a Change in Control for purposes of this Agreement.", "references": ["Disability", "Change In Control", "Confidentiality", "Subsidiaries", "Venues", "Benefits", "Liens", "Withholdings", "Counterparts", "Assignments", "Cooperation", "Modifications", "Brokers", "Agreements", "Successors", "Entire Agreements", "Powers", "Further Assurances", "Sales", "No Waivers", "Releases", "Use Of Proceeds", "Tax Withholdings", "Enforcements", "Interests", "Defined Terms", "Costs", "Miscellaneous", "Submission To Jurisdiction", "Binding Effects", "Employment"], "gold": ["Employment"]}
+{"input": "The Section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.", "references": ["Further Assurances", "Modifications", "Submission To Jurisdiction", "Consents", "Base Salary", "Authority", "Erisa", "Taxes", "Vacations", "Assignments", "Indemnity", "Enforcements", "Notices", "Subsidiaries", "Tax Withholdings", "Waiver Of Jury Trials", "Successors", "Amendments", "Terminations", "Change In Control", "Costs", "Disability", "Confidentiality", "Financial Statements", "No Waivers", "Remedies", "Death", "Solvency", "Interpretations", "Use Of Proceeds", "Headings"], "gold": ["Headings"]}
+{"input": "Upon the request of the Noteholder, promptly execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note and the Security Agreement.", "references": ["No Defaults", "Successors", "Erisa", "Use Of Proceeds", "Arbitration", "Defined Terms", "Adjustments", "Waivers", "Representations", "Indemnity", "Releases", "Interpretations", "Costs", "Taxes", "Authorizations", "Forfeitures", "Assigns", "Participations", "Powers", "Effective Dates", "Brokers", "Consents", "Positions", "Counterparts", "Miscellaneous", "Litigations", "Disclosures", "Tax Withholdings", "Notices", "Applicable Laws", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Company expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to arbitrate between the Company and such Holder (and constitutes an arbitration agreement) under \u00a7 7501, et seq. of the New York Civil Practice Law and Rules (\u201c CPLR \u201d) and that each party shall be entitled to compel arbitration pursuant to CPLR \u00a7 7503(a) in order to compel compliance with this Section 22, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (1) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, and (2) whether an agreement, instrument, security or the like constitutes an Option or Convertible Security, (iii) the terms of this Certificate of Designations and the Purchase Agreement shall serve as the basis for the selected investment bank\u2019s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Certificate of Designations and the Purchase Agreement, (iv) the terms of this Certificate of Designations and each other applicable Transaction Document shall serve as the basis for the selected accountant\u2019s or accounting firm\u2019s performance of the applicable arithmetic calculation, (v) for clarification purposes and without implication that the contrary would otherwise be true, disputes relating to matters described in Section 22(a) shall be governed by Section 22(a) and not by Section 22(b), (vi) such Holder (and only such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 22 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 22 and (vii) nothing in this Section 22 shall limit such Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in Section 22(a) or Section 22(b)).", "references": ["Definitions", "Agreements", "Withholdings", "Titles", "Benefits", "Solvency", "Releases", "Headings", "Representations", "Entire Agreements", "Duties", "Participations", "Construction", "Disability", "Brokers", "Death", "Disclosures", "Specific Performance", "Assigns", "Amendments", "Fees", "Use Of Proceeds", "Warranties", "Vacations", "Forfeitures", "Financial Statements", "Enforcements", "Change In Control", "Records", "Organizations", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "THE TERMS AND PROVISIONS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [REDACTED], EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.", "references": ["Integration", "Interpretations", "Releases", "Venues", "Consent To Jurisdiction", "Specific Performance", "Assignments", "Definitions", "Severability", "Waivers", "Disability", "Representations", "Insurances", "Headings", "Interests", "Fees", "Existence", "Further Assurances", "Erisa", "Base Salary", "Terms", "Participations", "Modifications", "Jurisdictions", "Effectiveness", "Transactions With Affiliates", "Adjustments", "Authorizations", "Solvency", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In the event that the provisions of this Section 7 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then Employer and Employee agree that such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.", "references": ["Transactions With Affiliates", "Participations", "Effective Dates", "Assigns", "Enforcements", "Terms", "Warranties", "Erisa", "Survival", "Jurisdictions", "Sales", "Enforceability", "Interests", "Taxes", "Integration", "Anti-Corruption Laws", "Venues", "Payments", "Amendments", "Headings", "Forfeitures", "Confidentiality", "Financial Statements", "Death", "Use Of Proceeds", "Organizations", "Indemnifications", "Disability", "Authorizations", "No Conflicts", "Severability"], "gold": ["Severability"]}
+{"input": "No amendment or waiver of any provision of this Agreement nor consent to any departure therefrom by any Party hereto shall be effective unless it is in a written agreement executed by each Senior Lien Agent and Junior Lien Agent (at the direction of the requisite Senior Lien Lenders as required under any Senior Lien Credit Agreement and the requisite Junior Lien Lenders as required under any Junior Lien Credit Agreement, respectively) and, in the case of any amendment or waiver that could reasonably be expected to be adverse to the interests, rights, liabilities or privileges of any Credit Party or imposes additional duties or obligations on any Credit Party, the Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. It is understood that the Designated Senior Lien Agent and the Designated Junior Lien Agent, without the consent of any other Senior Lien Secured Party or Junior Lien Secured Party, may in their discretion determine that a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) is necessary or appropriate to facilitate having additional Indebtedness or other obligations of any of the Credit Parties become Senior Lien Obligations or Junior Lien Obligations, as the case may be, under this Agreement (such Indebtedness or other obligations, \u201c Additional Debt \u201d), which supplemental agreement shall, if applicable, specify whether such Additional Debt constitutes Senior Lien Obligations or Junior Lien Obligations; provided that such Additional Debt is permitted to be incurred under each Senior Lien Credit Agreement and each Junior Lien Credit Agreement then extant in accordance with the terms thereof. Each such supplemental agreement (x)\u00a0shall be in form and substance reasonably satisfactory to the Designated Senior Lien Agent and the Designated Junior Lien Agent, (y)\u00a0shall be executed by the Senior Representative with respect to the applicable series of Additional Debt (and, upon the effectiveness of such supplemental agreement, such Senior Representative shall become an \u201cAgent\u201d hereunder) and (z)\u00a0shall provide, in a manner satisfactory to the Designated Senior Lien Agent and the Designated Junior Lien Agent, that the Senior Representative with respect to applicable series of Additional Debt and each holder of such series of Additional Debt shall be subject to and bound by the provisions of this Agreement, as so supplemented, in its capacity as a holder of such series of Additional Debt.", "references": ["Modifications", "No Defaults", "Jurisdictions", "Base Salary", "Interests", "No Conflicts", "Consents", "Subsidiaries", "Headings", "Publicity", "Cooperation", "Duties", "Closings", "Intellectual Property", "Withholdings", "Benefits", "Litigations", "Warranties", "Applicable Laws", "Releases", "Sanctions", "Death", "Records", "Fees", "Assignments", "Agreements", "No Waivers", "Further Assurances", "Construction", "Adjustments", "Amendments"], "gold": ["Amendments"]}
+{"input": "Purchasers acknowledge that except as expressly provided in Article 2 of this Agreement, Seller has not made, and Seller hereby expressly disclaims and negates, and each of the Purchasers hereby expressly waive, any other representation or warranty, express, implied, at Law or otherwise relating to the Acquired Interests, Seller or Seller Affiliates, the Project Company, the Wind Project or this Agreement.", "references": ["Construction", "Transactions With Affiliates", "Forfeitures", "General", "Enforceability", "Miscellaneous", "Applicable Laws", "Entire Agreements", "Existence", "Successors", "Consent To Jurisdiction", "Authorizations", "Vacations", "Participations", "Jurisdictions", "Disclosures", "Assignments", "Interpretations", "Counterparts", "Payments", "Disability", "Costs", "Publicity", "Notices", "Tax Withholdings", "Submission To Jurisdiction", "Use Of Proceeds", "Survival", "Taxes", "Fees", "Warranties"], "gold": ["Warranties"]}
+{"input": "All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Company. In any action brought by a party hereto to enforce the obligations of any other party hereto, the prevailing party shall be entitled to collect from the opposing party to such action such party\u2019s reasonable litigation costs and attorney\u2019s fees and expenses (including court costs, reasonable fees of accountants and experts, and other expenses incidental to the litigation).", "references": ["Counterparts", "Existence", "Litigations", "Qualifications", "Governing Laws", "Transactions With Affiliates", "Adjustments", "Integration", "Cooperation", "Organizations", "Enforcements", "Applicable Laws", "Releases", "Change In Control", "Financial Statements", "Successors", "Death", "Records", "Waivers", "Miscellaneous", "Books", "Definitions", "Brokers", "Binding Effects", "Erisa", "Assignments", "Authorizations", "Forfeitures", "No Defaults", "Interests", "Expenses"], "gold": ["Expenses"]}
+{"input": "All representations and warranties contained in this Agreement shall be true and correct in every material respect as of the date of the first disbursement under this Agreement.", "references": ["Qualifications", "Definitions", "No Defaults", "Fees", "Construction", "Vesting", "Terms", "Applicable Laws", "Enforcements", "Payments", "Terminations", "Liens", "Publicity", "Effective Dates", "Adjustments", "Solvency", "Consent To Jurisdiction", "Further Assurances", "Transactions With Affiliates", "Assignments", "General", "Non-Disparagement", "Binding Effects", "Confidentiality", "Sales", "Organizations", "Survival", "Benefits", "Compliance With Laws", "Tax Withholdings", "Representations"], "gold": ["Representations"]}
+{"input": "During the continuance of any such Event of Default, the Lender may, by written notice to the Borrower (provided, no such notice shall be required upon the occurrence of any event described in (f) above), terminate the Commitment, and (a)\u00a0declare (i)\u00a0the principal of and accrued interest on all of the Loan, under the Note, or hereunder, to be, and the same shall thereupon forthwith become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and/or (ii)\u00a0all other amounts hereunder and under the other Loan Documents to become immediately due and payable and such amounts shall become immediately due and payable without presentment, demand, protest or other notice, all of which are hereby expressly waived, and/or (b)\u00a0exercise any other remedy or right available to the Lender hereunder, under the Note, under the other Loan Documents or under any other document or agreement, or available at law, by statute or in equity.", "references": ["Miscellaneous", "Interpretations", "Terminations", "Qualifications", "Indemnifications", "Employment", "Waiver Of Jury Trials", "Waivers", "Duties", "Applicable Laws", "Liens", "No Defaults", "Existence", "Defined Terms", "Payments", "Governing Laws", "General", "Titles", "Organizations", "Survival", "Entire Agreements", "Financial Statements", "Use Of Proceeds", "Transactions With Affiliates", "Confidentiality", "Amendments", "Venues", "Publicity", "Change In Control", "Terms", "Remedies"], "gold": ["Remedies"]}
+{"input": "On your Termination, this Option will either cease to vest or, as provided in Section 5.6 of the Plan, accelerate in full if you have been actively employed by the Company for one year or more and become Disabled or die. Vesting may also be suspended in accordance with Company policies, as described in Sections 5.3 and 5.6 of the Plan.", "references": ["Approvals", "Qualifications", "Death", "Survival", "Headings", "Existence", "Records", "Severability", "Indemnifications", "Solvency", "Entire Agreements", "Defined Terms", "Consents", "Warranties", "Forfeitures", "Interests", "Sanctions", "Capitalization", "Counterparts", "Use Of Proceeds", "Payments", "Litigations", "Vesting", "Vacations", "Employment", "Powers", "Authorizations", "Remedies", "Specific Performance", "Indemnity", "Terminations"], "gold": ["Terminations"]}
+{"input": "All obligations of the Related Refinery Owner and the Relevant Asset Owner that shall have accrued under this Lease prior to the expiration or earlier termination hereof shall survive such expiration or termination to the extent the same remain unsatisfied as of the expiration or earlier termination of this Lease. The Related Refinery Owner and the Relevant Asset Owner further expressly agree that all provisions of this Lease which contemplate performance after the expiration or earlier termination hereof shall survive such expiration or earlier termination of this Lease.", "references": ["Consent To Jurisdiction", "Waiver Of Jury Trials", "Withholdings", "Confidentiality", "Non-Disparagement", "Interests", "Duties", "No Waivers", "Titles", "Costs", "Governing Laws", "Employment", "Compliance With Laws", "Cooperation", "Disability", "Binding Effects", "Agreements", "No Defaults", "Representations", "Effective Dates", "Change In Control", "Financial Statements", "Capitalization", "Death", "Benefits", "Remedies", "Integration", "Liens", "General", "Existence", "Survival"], "gold": ["Survival"]}
+{"input": "During and after the Covered Executive\u2019s employment, the Covered Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Covered Executive was employed by the Company.\u00a0 The Covered Executive\u2019s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Covered Executive\u2019s employment, the Covered Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Covered Executive was employed by the Company.\u00a0 The Company shall reimburse the Covered Executive for any reasonable out-of-pocket expenses incurred in connection with the Covered Executive\u2019s performance of obligations pursuant to this Section 5(e).", "references": ["Vesting", "Base Salary", "Effectiveness", "Interpretations", "Warranties", "Headings", "Authority", "Waivers", "Entire Agreements", "Records", "Participations", "Costs", "Positions", "Subsidiaries", "Submission To Jurisdiction", "Payments", "Sanctions", "Disclosures", "Change In Control", "Intellectual Property", "Publicity", "Governing Laws", "Venues", "Terminations", "Tax Withholdings", "Duties", "Approvals", "Sales", "Use Of Proceeds", "Effective Dates", "Litigations"], "gold": ["Litigations"]}
+{"input": "All amounts due under this Section \u00a09.04 shall be payable not later than five Business Days after demand therefor.", "references": ["Change In Control", "Remedies", "Insurances", "Base Salary", "Disclosures", "Positions", "Enforcements", "Interpretations", "Effectiveness", "Anti-Corruption Laws", "Titles", "Participations", "Publicity", "Expenses", "Capitalization", "Employment", "Withholdings", "Tax Withholdings", "Vesting", "Indemnifications", "Forfeitures", "Erisa", "Terms", "Consents", "Solvency", "Further Assurances", "Brokers", "Benefits", "Effective Dates", "Defined Terms", "Payments"], "gold": ["Payments"]}
+{"input": "The term of this Sublease shall commence on the Commencement Date and shall expire on September 16, 2024 (the \u201c Expiration Date \u201d), unless sooner terminated pursuant to any provision herein (the \u201c Term \u201d). The \u201c Commencement Date \u201d shall be the later to occur of (i) January 1, 2019 (the \u201c Target Commencement Date \u201d), (ii) the date upon which Sublandlord delivers possession of the Premises to Subtenant in the condition required herein and (iii) the date Master Landlord provides its consent to this Sublease under Section 26 of the Master Lease and Section 3 hereof (\u201c Master Landlord\u2019s Consent \u201d). In the event that delivery of the Premises is delayed or the Commencement Date otherwise does not occur on the Target Commencement Date, this Sublease shall not be void or voidable (or terminable by Subtenant), the Term of this Sublease shall not be extended, and Sublandlord shall not be liable to Subtenant for any loss or damage resulting from such delay or from the failure of the delivery of possession of the Premises to occur on any particular date. Notwithstanding, if the Commencement Date does not occur by June 1, 2019, Subtenant may terminate this Sublease by written notice to Sublandlord and in such event neither party shall have any obligations to the other party under this Sublease, except that Sublandlord shall refund to Subtenant any Base Rent, Security Deposit or other monies paid by Subtenant to Sublandlord under Section 4 and 6 (or return the letter of credit required to be delivered by Subtenant to Sublandlord in substitution for the Security Deposit under Section 6 , as applicable). Promptly following the Commencement Date, Sublandlord and Subtenant shall enter into a Confirmation of Commencement Date Agreement substantially in the form of Exhibit B attached hereto confirming the Commencement Date. Subtenant shall not have any right to extend the Term, notwithstanding Sublandlord\u2019s rights under Section 2.2 of the Master Lease.", "references": ["Erisa", "Powers", "Survival", "Use Of Proceeds", "Counterparts", "Representations", "Forfeitures", "Benefits", "Duties", "Warranties", "Records", "Brokers", "Expenses", "Terminations", "Arbitration", "Authorizations", "No Defaults", "Notices", "Existence", "Vacations", "Agreements", "Applicable Laws", "Assigns", "Intellectual Property", "Successors", "Venues", "Books", "Fees", "Consents", "Interests", "Terms"], "gold": ["Terms"]}
+{"input": "The Company may withhold from the Notional Amount an amount equal to the amount of all applicable foreign, federal, state, provincial and local taxes that the Company is required to withhold at any time.", "references": ["Successors", "Interpretations", "Effectiveness", "Capitalization", "Defined Terms", "Transactions With Affiliates", "Agreements", "Miscellaneous", "Records", "No Conflicts", "Closings", "Waiver Of Jury Trials", "Severability", "Assignments", "Enforceability", "Indemnifications", "Representations", "No Waivers", "Assigns", "Financial Statements", "Survival", "Participations", "Payments", "Cooperation", "Headings", "Qualifications", "Positions", "Insurances", "Further Assurances", "Terms", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Revolving Credit Loans hereunder.", "references": ["Consents", "General", "Approvals", "Binding Effects", "Death", "Survival", "Adjustments", "Enforcements", "Tax Withholdings", "Intellectual Property", "Non-Disparagement", "Enforceability", "Disclosures", "Effectiveness", "Governing Laws", "Expenses", "Taxes", "Severability", "Cooperation", "Change In Control", "Waivers", "Publicity", "Litigations", "Representations", "Effective Dates", "Use Of Proceeds", "Positions", "Benefits", "Modifications", "Participations", "Warranties"], "gold": ["Warranties"]}
+{"input": "As of the Effective Date, your base salary will be $430,000 per annum, earned and payable bi-weekly at a rate of $16,538.46. The Company will, in good faith, review your performance and salary on an annual basis beginning in 2020, and will consider appropriate increases in your salary based on your performance and the successful achievement of agreed upon objectives. The Company\u2019s performance year is consistent with its fiscal year.", "references": ["Assignments", "Venues", "Further Assurances", "Cooperation", "Transactions With Affiliates", "Powers", "Indemnity", "Qualifications", "Vesting", "Subsidiaries", "Waiver Of Jury Trials", "No Defaults", "Governing Laws", "Adjustments", "Records", "Waivers", "Survival", "Definitions", "Positions", "Titles", "Brokers", "Books", "Insurances", "Intellectual Property", "Approvals", "No Waivers", "Expenses", "Disability", "Interpretations", "Authority", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement shall not be assigned by any party hereto without the prior written consent of the other party hereto. Any attempted assignment in violation of this Section\u00a014.07 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties hereto and their permitted successors and assigns.", "references": ["Tax Withholdings", "Venues", "Intellectual Property", "Consent To Jurisdiction", "Titles", "Sales", "Consents", "Binding Effects", "Disclosures", "Notices", "Disability", "Vesting", "Financial Statements", "Authority", "Compliance With Laws", "Organizations", "Further Assurances", "Waiver Of Jury Trials", "Books", "Successors", "Transactions With Affiliates", "Effective Dates", "Confidentiality", "Approvals", "Litigations", "Agreements", "Insurances", "Interpretations", "Erisa", "Construction", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement may be terminated by any Purchaser, as to such Purchaser\u2019s 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 December 21, 2018; provided, however, that the delay in Closing is not due to such Purchaser\u2019s failure to satisfy its closing conditions and no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Change In Control", "Warranties", "Representations", "Costs", "Survival", "Erisa", "Positions", "Consents", "Fees", "Titles", "Releases", "Further Assurances", "General", "Integration", "Modifications", "Employment", "Submission To Jurisdiction", "Participations", "Vacations", "Effective Dates", "Interests", "Liens", "Authority", "Expenses", "Waiver Of Jury Trials", "Financial Statements", "Headings", "Subsidiaries", "Books", "Vesting", "Terminations"], "gold": ["Terminations"]}
+{"input": "The provisions of this Section 10 of the Equity Component will control over any contrary provision in the Equity Component.", "references": ["Governing Laws", "Costs", "Base Salary", "Death", "Compliance With Laws", "Waiver Of Jury Trials", "Approvals", "Sanctions", "Anti-Corruption Laws", "Intellectual Property", "Arbitration", "Organizations", "Warranties", "Participations", "Titles", "Expenses", "Tax Withholdings", "Solvency", "Specific Performance", "Fees", "Forfeitures", "Consents", "Books", "Vacations", "Payments", "Records", "Subsidiaries", "Withholdings", "Effectiveness", "Vesting", "General"], "gold": ["General"]}
+{"input": "This Agreement may be terminated by any Purchaser, as to such Purchaser\u2019s 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 First Closing has not been consummated on or before the fifth (5 th ) Trading Day following the date hereto; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).", "references": ["No Waivers", "Consent To Jurisdiction", "Interpretations", "Construction", "Sanctions", "Governing Laws", "Interests", "Litigations", "Liens", "Forfeitures", "Consents", "Venues", "Employment", "Fees", "Authority", "No Conflicts", "Effective Dates", "Miscellaneous", "Sales", "Authorizations", "Compliance With Laws", "Subsidiaries", "Modifications", "Assignments", "Change In Control", "Amendments", "Terms", "Indemnifications", "Disclosures", "Applicable Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "The parties hereto hereby agree that all questions concerning the construction, validity and interpretation of this TRA and the performance of the obligations imposed by this TRA shall be governed by the internal laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule, notwithstanding that public policy in Delaware or any other forum jurisdiction might indicate that the laws of that or any other jurisdiction should otherwise apply based on contacts with such state or otherwise.", "references": ["Base Salary", "Death", "Indemnity", "Warranties", "Releases", "Subsidiaries", "Forfeitures", "Waiver Of Jury Trials", "Sanctions", "Liens", "Consents", "Binding Effects", "Intellectual Property", "Representations", "Successors", "Insurances", "Disclosures", "Books", "Closings", "Interests", "Expenses", "Duties", "Waivers", "Use Of Proceeds", "Construction", "Effectiveness", "Defined Terms", "Venues", "Specific Performance", "Payments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i)\u00a0the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section\u00a011.06(b)(vi) )) or (ii)\u00a0the determination by the Administrative Agent and the L/C Issuers that there exists excess Cash Collateral; provided , however , the Person providing Cash Collateral and the L/C Issuers may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Forfeitures", "Death", "Specific Performance", "Survival", "No Defaults", "Counterparts", "Entire Agreements", "Insurances", "Solvency", "Change In Control", "Governing Laws", "Enforcements", "General", "Use Of Proceeds", "Indemnity", "Authorizations", "Consents", "Powers", "Organizations", "Sanctions", "Tax Withholdings", "Employment", "Adjustments", "Cooperation", "Confidentiality", "Participations", "Assigns", "Titles", "Withholdings", "Integration", "Releases"], "gold": ["Releases"]}
+{"input": "After giving effect to the Transaction and the other transactions contemplated hereby and thereby, the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.", "references": ["Costs", "Confidentiality", "Cooperation", "Sales", "Venues", "Expenses", "Authorizations", "Tax Withholdings", "Miscellaneous", "Consent To Jurisdiction", "Remedies", "Intellectual Property", "Governing Laws", "Forfeitures", "Agreements", "Successors", "Terminations", "Existence", "Binding Effects", "Capitalization", "Titles", "Publicity", "Enforcements", "Further Assurances", "Vacations", "Fees", "Modifications", "Sanctions", "Representations", "Effectiveness", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the \u201cSEC Documents\u201d). The Company has delivered to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to October 31, 2017, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC\u2019s Electronic Data Gathering, Analysis, and Retrieval system (\u201cEDGAR\u201d) shall satisfy all delivery requirements of this Section 3(g).", "references": ["Fees", "Non-Disparagement", "Litigations", "Brokers", "Disclosures", "Erisa", "Change In Control", "Modifications", "Governing Laws", "No Defaults", "General", "Anti-Corruption Laws", "Releases", "Representations", "Interpretations", "Indemnifications", "Payments", "Specific Performance", "Further Assurances", "Severability", "No Conflicts", "Tax Withholdings", "Books", "Employment", "Withholdings", "Consent To Jurisdiction", "Expenses", "Powers", "Records", "Existence", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided , that this Section \u00a05.06 shall not apply to Environmental Laws, which are the subject of Section \u00a05.09 , or to laws related to Taxes, which are the subject of Section \u00a05.03 .", "references": ["Representations", "Jurisdictions", "Consents", "Notices", "Use Of Proceeds", "Payments", "Titles", "Arbitration", "Withholdings", "Death", "Waiver Of Jury Trials", "Records", "Entire Agreements", "Applicable Laws", "Capitalization", "Non-Disparagement", "Closings", "Approvals", "Existence", "Headings", "Authority", "Employment", "Insurances", "Adjustments", "Taxes", "Organizations", "Specific Performance", "Disability", "Integration", "Erisa", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (.PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.", "references": ["Assignments", "Sanctions", "Brokers", "Severability", "Liens", "Organizations", "Successors", "No Defaults", "Definitions", "Amendments", "Submission To Jurisdiction", "Intellectual Property", "Disability", "Assigns", "Qualifications", "Survival", "Subsidiaries", "Powers", "Expenses", "Erisa", "Closings", "Entire Agreements", "Adjustments", "Anti-Corruption Laws", "Authorizations", "Vacations", "Death", "Jurisdictions", "Terms", "Financial Statements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No Credit Party will, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist, any Capital Lease Obligations or Sale/Leaseback Obligations, whether directly or as a guarantor, if, after giving effect thereto, the aggregate amount of all payments required to be made by the Credit Parties on a consolidated basis pursuant to Capital Lease Obligations and Sale/Leaseback Obligations would exceed Cdn.$4,000,000 in any Fiscal Year.", "references": ["Solvency", "Publicity", "Organizations", "Entire Agreements", "Liens", "Amendments", "Expenses", "Financial Statements", "Subsidiaries", "Approvals", "Submission To Jurisdiction", "Applicable Laws", "Positions", "Death", "Assignments", "Forfeitures", "Costs", "Construction", "Terminations", "Consent To Jurisdiction", "Litigations", "General", "Qualifications", "Remedies", "Employment", "Terms", "Records", "Counterparts", "Governing Laws", "Participations", "Sales"], "gold": ["Sales"]}
+{"input": "The descriptive headings used herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.", "references": ["Amendments", "Benefits", "Terms", "Brokers", "Existence", "Applicable Laws", "Litigations", "Entire Agreements", "Sanctions", "Vesting", "Qualifications", "Waivers", "Enforceability", "Death", "Indemnity", "Duties", "Sales", "Base Salary", "Positions", "No Defaults", "Disability", "Forfeitures", "Financial Statements", "Authorizations", "Construction", "Modifications", "Specific Performance", "Tax Withholdings", "Counterparts", "Consents", "Headings"], "gold": ["Headings"]}
+{"input": "In the event that any provision or term of this Sections 9(a), 9(b), 9(c) or 9(d), or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Sections 9(a) or 9(b)) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to be effective for the maximum period of time, the maximum geographical area, and otherwise to the maximum extent as to which it may be enforceable under applicable law. Such modified restriction(s) shall be enforced by a court having jurisdiction. In the event that such modification is not possible, because each of Executive\u2019s obligations in Sections 9(a), 9(b), 9(c) and 9(d) is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforceable.", "references": ["Interpretations", "Employment", "Assignments", "Sanctions", "Subsidiaries", "Specific Performance", "Benefits", "Miscellaneous", "Tax Withholdings", "Releases", "Authorizations", "Terms", "Indemnity", "Consents", "Definitions", "Sales", "Agreements", "Death", "Effective Dates", "Publicity", "Integration", "Closings", "Governing Laws", "General", "Successors", "Anti-Corruption Laws", "Disability", "Powers", "No Conflicts", "Brokers", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Registration Statement, Preliminary Prospectus, and the Final Prospectus, being collectively referred to herein as the \u201c SEC Reports \u201d) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201c GAAP \u201d), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Brokers", "Survival", "Organizations", "Warranties", "Employment", "Payments", "Headings", "Records", "Tax Withholdings", "Further Assurances", "Costs", "Binding Effects", "Base Salary", "Publicity", "Taxes", "Participations", "Effectiveness", "Disclosures", "Fees", "Consents", "Severability", "Disability", "Adjustments", "Defined Terms", "Transactions With Affiliates", "Jurisdictions", "No Conflicts", "Waivers", "Representations", "Applicable Laws", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Each Borrower agrees to pay the fees in the amounts and on the terms and conditions set forth in the Fee Letter.", "references": ["Specific Performance", "Venues", "Closings", "Governing Laws", "Transactions With Affiliates", "Modifications", "Submission To Jurisdiction", "Titles", "Tax Withholdings", "Cooperation", "Existence", "Applicable Laws", "Amendments", "Defined Terms", "Successors", "Notices", "Warranties", "No Defaults", "Intellectual Property", "Indemnity", "Integration", "Insurances", "Benefits", "Binding Effects", "Non-Disparagement", "Adjustments", "Positions", "Forfeitures", "Taxes", "No Waivers", "Fees"], "gold": ["Fees"]}
+{"input": "(a) \u00a0General . Any and all payments by each Loan Party hereunder or under the Notes shall be made in accordance with Section\u00a02.09, free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (which are, with respect to payments by the Company only, and with respect to United States withholding tax, not in effect or not imposed on the date of this Agreement); excluding , in the case of each Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender\u2019s Applicable Lending Office or any political subdivision thereof, and any U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as \u201c Taxes \u201d).", "references": ["Assignments", "Expenses", "Publicity", "Qualifications", "Positions", "Disclosures", "Benefits", "Headings", "Terms", "Transactions With Affiliates", "Death", "Approvals", "Costs", "Representations", "Miscellaneous", "Jurisdictions", "General", "Confidentiality", "Fees", "Anti-Corruption Laws", "Existence", "Waivers", "Brokers", "Forfeitures", "Modifications", "No Defaults", "Records", "Consents", "Base Salary", "Authority", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Parties agree to take all required steps to fully implement this Amendment by December 26, 2018.", "references": ["Positions", "Erisa", "Indemnifications", "Remedies", "No Conflicts", "Employment", "No Defaults", "Titles", "Miscellaneous", "Change In Control", "Modifications", "Interests", "Counterparts", "Amendments", "Death", "Taxes", "Venues", "Enforcements", "Liens", "Forfeitures", "Agreements", "Compliance With Laws", "Use Of Proceeds", "Indemnity", "Construction", "Organizations", "Definitions", "Vacations", "Waivers", "No Waivers", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Borrower has requested and Lender hereby consents to Borrower\u2019s demolition of 89,600 square feet of the unoccupied former animal science buildings 2 and 5 (the \u201c Demolition \u201d) as an Alteration permitted under Section 7.14 of the Loan Agreement, except that such consent (which shall satisfy condition (5)(z) of said Section 7.14 ) shall be conditioned on Borrower\u2019s compliance with the remaining conditions set forth in conditions (1), (2), (3), (4) and (6) of said Section 7.14 . For the avoidance of doubt, Borrower and Lender agree that the third and fourth sentences of said Section 7.14 shall not apply to the Demolition.", "references": ["Agreements", "Anti-Corruption Laws", "Counterparts", "Qualifications", "Existence", "Subsidiaries", "Approvals", "Waiver Of Jury Trials", "Authorizations", "Enforceability", "Indemnifications", "Vesting", "Duties", "No Defaults", "Powers", "Applicable Laws", "Notices", "Change In Control", "Non-Disparagement", "Solvency", "Severability", "Use Of Proceeds", "Arbitration", "Forfeitures", "Books", "Interpretations", "Insurances", "Participations", "Representations", "Sanctions", "Consents"], "gold": ["Consents"]}
+{"input": "Notwithstanding any provisions of this Agreement to the contrary, the terms of any indemnification agreement or provision applicable to Executive by reason of the fact that he is or was serving as an employee, officer, director or consultant of or to the Company or any subsidiary or affiliate shall survive his termination of employment and any expiration or termination of this Agreement or the Consulting Agreement. Notwithstanding the terms of any indemnification agreement, the Company shall continue to indemnify Executive for his prior services to the Company or at the Company\u2019s request to another entity and under the terms of the Consulting Agreement to the maximum extent permitted under Maryland law, and to pay or reimburse reasonable expenses in advance of the final disposition of the proceeding to the maximum extent permitted from time to time by the laws of Maryland, provided, that Executive shall be required to repay any advanced amounts if the standard of conduct for indemnification thereunder is not met.", "references": ["Disclosures", "No Conflicts", "Adjustments", "Assigns", "Erisa", "Consent To Jurisdiction", "Non-Disparagement", "Fees", "Interpretations", "Notices", "Expenses", "Governing Laws", "Venues", "Base Salary", "Warranties", "Remedies", "Brokers", "Interests", "Anti-Corruption Laws", "Payments", "Tax Withholdings", "Liens", "Integration", "Modifications", "Closings", "Taxes", "Titles", "Capitalization", "Agreements", "Consents", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The rules of interpretation specified in the Credit Agreement shall be applicable to this Agreement. In the event of any direct conflict between the terms of this Agreement and the terms of the Credit Agreement, the terms of the Credit Agreement shall control.", "references": ["Costs", "No Conflicts", "Cooperation", "Waivers", "Agreements", "Consent To Jurisdiction", "Subsidiaries", "Authority", "Intellectual Property", "Governing Laws", "Assignments", "Non-Disparagement", "Fees", "Base Salary", "Vacations", "Positions", "Publicity", "Solvency", "Organizations", "Compliance With Laws", "Sales", "Waiver Of Jury Trials", "Disability", "Benefits", "Change In Control", "Payments", "No Defaults", "Venues", "Records", "Sanctions", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "No Committee member shall be personally liable by reason of any instrument executed by him or on his behalf, or action taken by him, in his capacity as a Committee member nor for any mistake of judgment made in good faith. The Bank shall indemnify and hold harmless the Plan and each Committee member and each employee, officer or director of the Bank or the Plan, to whom any duty, power, function or action in respect of the Plan may be delegated or assigned, or from whom any information is requested for Plan purposes, against any cost or expense (including fees of legal counsel) and liability (including any sum paid in settlement of a claim or legal action with the approval of the Bank) arising out of anything done or omitted to be done in connection with the Plan, unless arising out of such person\u2019s fraud or bad faith.", "references": ["Authorizations", "Publicity", "Terminations", "Warranties", "Solvency", "Litigations", "Non-Disparagement", "Organizations", "Existence", "Representations", "Vesting", "Erisa", "Entire Agreements", "Records", "Governing Laws", "Jurisdictions", "Indemnity", "Defined Terms", "No Conflicts", "Agreements", "Participations", "Consent To Jurisdiction", "Amendments", "Waiver Of Jury Trials", "Consents", "Duties", "Books", "Base Salary", "Interpretations", "Construction", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents.", "references": ["Publicity", "Authorizations", "Enforceability", "Qualifications", "Benefits", "Sales", "Terms", "Vacations", "Fees", "Indemnity", "Disability", "Governing Laws", "Liens", "Titles", "Authority", "Confidentiality", "Applicable Laws", "Subsidiaries", "Closings", "Integration", "Erisa", "Brokers", "Consent To Jurisdiction", "Non-Disparagement", "Assigns", "Expenses", "Definitions", "Cooperation", "Representations", "Costs", "Remedies"], "gold": ["Remedies"]}
+{"input": "The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.\u00a0 The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.", "references": ["Successors", "Positions", "Applicable Laws", "Books", "Use Of Proceeds", "Consents", "Solvency", "General", "Participations", "Employment", "Submission To Jurisdiction", "Amendments", "Entire Agreements", "Litigations", "Effective Dates", "Anti-Corruption Laws", "Representations", "Counterparts", "Erisa", "Vacations", "Warranties", "Confidentiality", "Further Assurances", "Taxes", "Specific Performance", "Terminations", "Notices", "Sales", "Compliance With Laws", "Remedies", "Expenses"], "gold": ["Expenses"]}
+{"input": "The initial term of this Agreement will begin on the Effective Date and will continue until the third (3rd) anniversary of the Effective Date (the \u201cInitial Term\u201d) or, if sooner, until this Agreement is terminated pursuant to Section 5(b).\u00a0\u00a0If this Agreement continues in effect until the third (3rd) anniversary of the Effective Date, it will thereafter automatically renew for successive one-year terms (each, a \u201cRenewal Term\u201d) unless either party gives written notice of non-renewal to the other at least thirty (30) days prior to the end of the then-current term or this Agreement is otherwise terminated as provided herein.\u00a0\u00a0Should Employee continue in his position or any other position after expiration of the Initial Term (if there is no Renewal Term) or after any Renewal Term (if there is no subsequent Renewal Term), he will thereafter become an employee \u201cat will\u201d subject to the policies and procedures of the Company as applicable to all employees until such time as the parties enter into a written agreement modifying Employee\u2019s \u201cat-will\u201d employment.", "references": ["Enforcements", "Titles", "Terminations", "Waivers", "Modifications", "No Waivers", "Vesting", "Taxes", "Disclosures", "Brokers", "Successors", "Construction", "Compliance With Laws", "Employment", "Qualifications", "No Conflicts", "Arbitration", "Cooperation", "Use Of Proceeds", "Base Salary", "Books", "Organizations", "Powers", "Entire Agreements", "Financial Statements", "Amendments", "Survival", "Effective Dates", "Indemnity", "Disability", "Terms"], "gold": ["Terms"]}
+{"input": "If any provision of this Agreement shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the provision shall be considered severed from this Agreement and shall not affect the validity or enforceability of the remainder of this Agreement. The parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the parties when entering this Agreement may be realized.", "references": ["Benefits", "Jurisdictions", "Publicity", "Successors", "Compliance With Laws", "Intellectual Property", "Warranties", "Capitalization", "Waivers", "Litigations", "No Conflicts", "Books", "Representations", "Sales", "Expenses", "Enforceability", "Base Salary", "Forfeitures", "Records", "Consent To Jurisdiction", "Disclosures", "Authority", "Use Of Proceeds", "Definitions", "Counterparts", "Adjustments", "Payments", "Tax Withholdings", "Subsidiaries", "Employment", "Severability"], "gold": ["Severability"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Indemnity", "Terminations", "Disability", "Governing Laws", "Closings", "Jurisdictions", "Non-Disparagement", "Records", "Modifications", "Effectiveness", "Enforceability", "Confidentiality", "Benefits", "Arbitration", "Powers", "Duties", "Qualifications", "Positions", "Sanctions", "Interests", "Participations", "Integration", "Taxes", "Vacations", "Construction", "No Waivers", "Severability", "Entire Agreements", "Compliance With Laws", "Insurances", "Assignments"], "gold": ["Assignments"]}
+{"input": "Subject to the terms and conditions set forth herein, the Borrower may request that standby letters of credit denominated in Dollars or an Alternative Currency be issued under this Agreement for its own account or the account of any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Commitment Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.", "references": ["Entire Agreements", "Withholdings", "Erisa", "Cooperation", "Effective Dates", "Taxes", "Payments", "Publicity", "Insurances", "Further Assurances", "Base Salary", "Terminations", "Remedies", "Assignments", "Applicable Laws", "Terms", "Litigations", "Existence", "Non-Disparagement", "Solvency", "Intellectual Property", "Participations", "Qualifications", "Specific Performance", "Interpretations", "Use Of Proceeds", "Records", "Assigns", "Waiver Of Jury Trials", "Modifications", "General"], "gold": ["General"]}
+{"input": "All payments to be made by the Co-Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Co-Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. on any Business Day shall be deemed to have been received on the next succeeding Business Day. If any payment to be made by the Co-Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Publicity", "Effectiveness", "Amendments", "Submission To Jurisdiction", "Specific Performance", "Anti-Corruption Laws", "Agreements", "Confidentiality", "Miscellaneous", "Remedies", "Taxes", "Insurances", "Costs", "Qualifications", "Representations", "No Defaults", "Death", "Disability", "Interests", "Powers", "Participations", "Intellectual Property", "Integration", "Change In Control", "Jurisdictions", "Vesting", "Headings", "Venues", "Compliance With Laws", "Effective Dates", "General"], "gold": ["General"]}
+{"input": "The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by or on behalf of the Company if it is required to do so under Section and without limiting the obligation of the Company under Section\u00a010.5 to do so), ratably according to their respective Commitments in effect on the date on which indemnification is sought under this Section\u00a09.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided , that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent\u2019s gross negligence or willful misconduct. The agreements in this Section\u00a09.7 shall survive the payment of the Loans and all other amounts payable hereunder.", "references": ["Survival", "Litigations", "Benefits", "Modifications", "Construction", "Vacations", "Publicity", "Entire Agreements", "Expenses", "Effectiveness", "Approvals", "Consent To Jurisdiction", "Cooperation", "Amendments", "Venues", "Transactions With Affiliates", "Binding Effects", "Change In Control", "Jurisdictions", "Agreements", "Interpretations", "Severability", "Taxes", "Indemnity", "Notices", "Base Salary", "Submission To Jurisdiction", "Miscellaneous", "Closings", "No Defaults", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "No modifications, amendments or supplements to this Agreement shall be valid and binding unless set forth in a written agreement executed and delivered by the Parties.", "references": ["Base Salary", "Definitions", "Enforcements", "Venues", "Forfeitures", "Litigations", "Sanctions", "Existence", "Liens", "Binding Effects", "Fees", "Entire Agreements", "Governing Laws", "Survival", "Powers", "Publicity", "Records", "Qualifications", "Expenses", "Tax Withholdings", "Remedies", "Participations", "Interests", "Capitalization", "Sales", "Waiver Of Jury Trials", "Approvals", "Organizations", "Construction", "Solvency", "Amendments"], "gold": ["Amendments"]}
+{"input": "The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement and the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement and the Prospectus, other than equity awards subsequently granted pursuant to employee benefit plans described in the Registration Statement and the Prospectus. The descriptions of the Company\u2019s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.", "references": ["Miscellaneous", "Indemnity", "Notices", "Withholdings", "Confidentiality", "Interpretations", "Use Of Proceeds", "Modifications", "Specific Performance", "Expenses", "Death", "Applicable Laws", "Costs", "Sanctions", "Change In Control", "Counterparts", "No Defaults", "Powers", "Anti-Corruption Laws", "Qualifications", "Consent To Jurisdiction", "Books", "Disclosures", "Fees", "Compliance With Laws", "Erisa", "Effective Dates", "Payments", "Benefits", "Entire Agreements", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement shall commence on the Effective Date and shall continue for a period of two (2) years (the \u201c Initial Term \u201d). This Agreement shall automatically be renewed for successive one-year periods on the second anniversary of the Effective Date and on each successive anniversary of the Effective Date thereafter (each successive one-year renewal term together with the Initial Term, the \u201c Term \u201d), unless one party hereto provides written notice to the other, at least ninety (90) days prior to the end of the applicable Term, that it elects not to extend this Agreement, which notice shall be irrevocable (any such notice, a \u201c Non-Renewal Notice \u201d). Notwithstanding anything to the contrary in this Agreement, Executive\u2019s employment with the Company is \u201cat will\u201d and may be terminated at any time for any reason or no reason, with or without cause, by the Company or Executive. Executive\u2019s rights to payments upon certain termination of employment is governed by Section 1 of the Standard Terms and Conditions attached hereto.", "references": ["Enforceability", "Representations", "Waivers", "Intellectual Property", "Consent To Jurisdiction", "Approvals", "Fees", "Publicity", "Interpretations", "Brokers", "Arbitration", "Organizations", "Consents", "Interests", "Anti-Corruption Laws", "Disability", "Adjustments", "Enforcements", "Specific Performance", "Confidentiality", "Transactions With Affiliates", "Governing Laws", "Titles", "Binding Effects", "Terminations", "Miscellaneous", "Withholdings", "Subsidiaries", "Entire Agreements", "Counterparts", "Terms"], "gold": ["Terms"]}
+{"input": "Each Pledgor hereby agrees to indemnify the Collateral Agent, and its successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, fees, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Collateral Agent is a party thereto) imposed on, incurred by or asserted against the Collateral Agent, or its successors, assigns, agents and employees, in any way relating to or arising out of this Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Collateral Agent or any Pledgor, and any claim for Patent, Trademark or Copyright infringement) in accordance with Article 6 and Article 15 of the Indenture.", "references": ["Publicity", "Intellectual Property", "Erisa", "Waivers", "Agreements", "Powers", "Subsidiaries", "Enforcements", "Titles", "Duties", "Terms", "Expenses", "Authority", "Remedies", "Fees", "Applicable Laws", "Costs", "Miscellaneous", "Construction", "Withholdings", "Enforceability", "Counterparts", "Consents", "Litigations", "Qualifications", "Integration", "Base Salary", "Organizations", "Survival", "Severability", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Agreement has been duly and validly authorized, executed and delivered by the Standby Purchaser. This Agreement is valid, binding and enforceable against the Standby Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors\u2019 rights and to general equity principals.", "references": ["Indemnifications", "Authorizations", "Severability", "Fees", "Employment", "Tax Withholdings", "Interests", "Duties", "Authority", "Modifications", "Brokers", "Qualifications", "Successors", "Counterparts", "Further Assurances", "General", "Confidentiality", "Consent To Jurisdiction", "No Waivers", "Venues", "Titles", "Change In Control", "Closings", "Records", "Liens", "Litigations", "Remedies", "Assigns", "Effectiveness", "Organizations", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "SPV further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full hereof at a rate equal to the Prime Rate; provided , \u00a0 however , that if SPV shall default in the payment of any principal hereof, SPV promises to pay, on demand, interest at the rate of the Prime Rate plus 2.00% per annum on any such unpaid amounts, from the date such payment is due to the date of actual payment.\u00a0\u00a0Interest shall be payable on the first Business Day of each month in arrears; provided , \u00a0 however , that SPV may elect on the date any interest payment is due hereunder to defer such payment and upon such election the amount of interest due but unpaid on such date shall constitute principal under this Subordinated Note.\u00a0\u00a0The outstanding principal of any loan made under this Subordinated Note shall be due and payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty.", "references": ["Titles", "Arbitration", "Capitalization", "Representations", "Non-Disparagement", "Insurances", "Remedies", "Financial Statements", "Assigns", "Transactions With Affiliates", "Fees", "Closings", "Erisa", "Counterparts", "Records", "Waivers", "Vacations", "Sales", "Modifications", "Successors", "Adjustments", "Enforceability", "Intellectual Property", "Headings", "Confidentiality", "Assignments", "Organizations", "Construction", "Specific Performance", "Solvency", "Interests"], "gold": ["Interests"]}
+{"input": "The Shares shall be one hundred percent (100%) vested as of the Date of Grant.", "references": ["Litigations", "Applicable Laws", "Successors", "Qualifications", "Insurances", "Indemnifications", "No Conflicts", "Titles", "Non-Disparagement", "Consent To Jurisdiction", "Solvency", "Taxes", "Headings", "Withholdings", "Fees", "Severability", "Powers", "Arbitration", "Subsidiaries", "Duties", "Financial Statements", "Compliance With Laws", "Agreements", "Costs", "Construction", "Definitions", "Authorizations", "Records", "Vacations", "Death", "Vesting"], "gold": ["Vesting"]}
+{"input": "Regardless of any action the Corporation or your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (\u201cTax-Related Items\u201d), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the RSUs and the receipt of any dividends or dividend equivalents, and (b) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are or become subject to taxation in more than one country, you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.", "references": ["Enforceability", "General", "Existence", "Brokers", "Taxes", "Counterparts", "Terms", "Interests", "Positions", "Withholdings", "Waiver Of Jury Trials", "Authority", "Powers", "No Defaults", "Warranties", "Adjustments", "Qualifications", "Headings", "Authorizations", "Specific Performance", "Vesting", "Use Of Proceeds", "Anti-Corruption Laws", "Agreements", "Effective Dates", "Definitions", "Cooperation", "Duties", "Submission To Jurisdiction", "Organizations", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Shareholder has the legal capacity and full power and authority to execute and deliver this Agreement and to perform the Shareholder\u2019s obligations hereunder, and has taken or shall take, as applicable, all actions necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement.", "references": ["No Conflicts", "Liens", "Disclosures", "Vesting", "Effective Dates", "No Waivers", "Approvals", "Use Of Proceeds", "Waivers", "Governing Laws", "Construction", "Expenses", "Costs", "Anti-Corruption Laws", "Subsidiaries", "Miscellaneous", "Adjustments", "Taxes", "Transactions With Affiliates", "Enforceability", "Capitalization", "Change In Control", "Powers", "Employment", "Integration", "Releases", "Sanctions", "Positions", "Records", "Titles", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Each Loan Party and each of its Subsidiaries (i) is a corporation, limited company, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, as applicable, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause\u00a0(iii)) where the failure to be so qualified or in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Defined Terms", "Participations", "Entire Agreements", "Remedies", "Death", "Insurances", "Disability", "Interests", "Agreements", "Effectiveness", "Modifications", "Existence", "Enforcements", "Authority", "Change In Control", "Duties", "Forfeitures", "Submission To Jurisdiction", "Costs", "Notices", "Arbitration", "Venues", "Consent To Jurisdiction", "Litigations", "Waivers", "Intellectual Property", "Construction", "Miscellaneous", "Waiver Of Jury Trials", "Interpretations", "Organizations"], "gold": ["Organizations"]}
+{"input": "Each Party shall, during the Term and for two\u00a0(2) years after termination of this Agreement, obtain and maintain at its own cost and expense from a qualified insurance company ( provided however that either Party may satisfy all or part of its obligation through its insurance captive or self-insurance) product liability insurance providing protection against any and all claims, demands, and causes of action arising out of any defects, alleged or otherwise, of the Product or their use, design or manufacture, or any material incorporated in the Product. The amount of coverage shall be a minimum of [*] combined single limit coverage for each occurrence for bodily injury or for property damage and shall be provided from an insurance company qualified to write global product liability coverage. Each Party agrees, upon request, to furnish the other Party with a certificate of insurance evidencing such insurance coverage (at the execution of this Agreement and at each subsequent renewal) and shall provide the other Party with a thirty\u00a0(30) calendar day notice of cancellation or non-renewal of such coverage. Revance shall name Mylan as an additional insured on its insurance policies maintained pursuant to this Section\u00a013.2.", "references": ["Books", "Vesting", "Adjustments", "Remedies", "Taxes", "No Conflicts", "Binding Effects", "Waiver Of Jury Trials", "Financial Statements", "Erisa", "Tax Withholdings", "Liens", "Payments", "Non-Disparagement", "Anti-Corruption Laws", "Existence", "Titles", "Change In Control", "Enforceability", "Releases", "Litigations", "Base Salary", "Powers", "Use Of Proceeds", "Submission To Jurisdiction", "Approvals", "No Defaults", "Organizations", "Arbitration", "Sales", "Insurances"], "gold": ["Insurances"]}
+{"input": "Headings are for convenience purposes only and shall not be used to interpret or construe the provisions contained herein.", "references": ["Expenses", "Qualifications", "Terminations", "Modifications", "Participations", "Intellectual Property", "Jurisdictions", "Use Of Proceeds", "Venues", "Governing Laws", "Benefits", "Interests", "Disclosures", "Arbitration", "Amendments", "Counterparts", "Approvals", "Books", "Enforcements", "Further Assurances", "Liens", "Applicable Laws", "Binding Effects", "Transactions With Affiliates", "Releases", "Insurances", "Sales", "Definitions", "Waivers", "Financial Statements", "Headings"], "gold": ["Headings"]}
+{"input": "Employee does hereby represent and warrant to the Company that Employee is not a current recipient of Social Security Disability benefits, that Employee has not applied for Social Security Disability benefits, and that Employee has no knowledge of Medicare, or any other governmental entity, paying for any medical treatment relating to any claim arising out of or released by this Agreement. Employee agrees to fully defend, indemnify and hold harmless Released Parties and each of them from payment of medical liens, bills, interest and/or penalties that may be or are required of them, associated with any and all claims released under this Agreement, whether or not such liens, bills, interest and/or penalties are being asserted against payments made under this Agreement.", "references": ["Headings", "Vacations", "Specific Performance", "Employment", "Publicity", "Transactions With Affiliates", "Warranties", "Assigns", "Compliance With Laws", "Defined Terms", "Tax Withholdings", "Enforcements", "Counterparts", "Use Of Proceeds", "Powers", "Duties", "Subsidiaries", "Applicable Laws", "Authority", "No Waivers", "Notices", "Survival", "Costs", "Interpretations", "Binding Effects", "Solvency", "Participations", "Confidentiality", "Sanctions", "Closings", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Except as may otherwise be provided by the Administrator at any time, a Participant\u2019s rights in all Performance Awards shall automatically terminate upon the Participant\u2019s termination of employment (or business relationship) with the Company and its Affiliates for any reason.", "references": ["Books", "Confidentiality", "Subsidiaries", "Titles", "Interpretations", "Headings", "Warranties", "Tax Withholdings", "Effective Dates", "Disability", "Duties", "Binding Effects", "Waivers", "Withholdings", "Consents", "Arbitration", "Vacations", "Non-Disparagement", "Participations", "Qualifications", "Enforcements", "Successors", "Applicable Laws", "Defined Terms", "Modifications", "Death", "Brokers", "Submission To Jurisdiction", "Authorizations", "Governing Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "Except as expressly amended by this Amendment Agreement, the Agreement remains in full force and effect.", "references": ["Transactions With Affiliates", "Organizations", "Costs", "Use Of Proceeds", "General", "Consent To Jurisdiction", "Effectiveness", "Terms", "Waiver Of Jury Trials", "No Defaults", "Taxes", "Financial Statements", "Disability", "Venues", "Duties", "Employment", "Definitions", "Records", "Participations", "Erisa", "Successors", "Submission To Jurisdiction", "Cooperation", "Capitalization", "Modifications", "Arbitration", "Expenses", "Litigations", "Consents", "Indemnifications", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE MUTATIS MUTANDIS .", "references": ["Further Assurances", "Venues", "Withholdings", "Consents", "Effectiveness", "Confidentiality", "Interests", "Intellectual Property", "Interpretations", "Sales", "Binding Effects", "Costs", "Death", "Payments", "Indemnity", "Arbitration", "Remedies", "No Waivers", "Amendments", "Anti-Corruption Laws", "Jurisdictions", "Miscellaneous", "Duties", "Effective Dates", "Applicable Laws", "Existence", "Waiver Of Jury Trials", "Use Of Proceeds", "Entire Agreements", "Organizations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice, demand, request, or other instrument which may be or is required to be given under this Lease shall be delivered in person or sent by United States certified or registered mail, postage prepaid and shall be addressed (a) if to Landlord, at the place specified for payment of rent, which is set forth in the Lease Summary, and (b) if to Tenant at the address set forth in the Lease Summary. Either party may designate such other address as shall be given by written notice.", "references": ["Closings", "Effective Dates", "Forfeitures", "Tax Withholdings", "Existence", "Counterparts", "Arbitration", "Consent To Jurisdiction", "Enforceability", "Adjustments", "Confidentiality", "Definitions", "Use Of Proceeds", "Transactions With Affiliates", "Terms", "Jurisdictions", "Interests", "Erisa", "Capitalization", "Organizations", "Amendments", "No Conflicts", "Survival", "Governing Laws", "Base Salary", "General", "Taxes", "Fees", "Agreements", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "The representations and warranties and covenants set forth in Article III and Article IV of this Agreement shall survive the Closing until the expiration of twelve (12) months \u00a0 from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.", "references": ["Base Salary", "Representations", "Amendments", "Sanctions", "Vesting", "Interests", "Jurisdictions", "Death", "Powers", "Successors", "Specific Performance", "Waiver Of Jury Trials", "Qualifications", "Organizations", "Participations", "Compliance With Laws", "Venues", "Vacations", "Agreements", "Terms", "Arbitration", "Modifications", "Counterparts", "Costs", "Existence", "Headings", "Books", "Cooperation", "Financial Statements", "Disability", "Warranties"], "gold": ["Warranties"]}
+{"input": "Once Damages are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article XI , the Indemnifying Party shall satisfy any obligations payable by it (as opposed to amounts payable out of the Escrow Amount or by submission of claims pursuant to the R&W Insurance Policy) within fifteen (15) days of such final, non-appealable adjudication by wire transfer of immediately available funds.\u00a0\u00a0The Parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to the prime rate of interest as published in The Wall Street Journal .\u00a0\u00a0Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.", "references": ["Authority", "Transactions With Affiliates", "Governing Laws", "Existence", "Assigns", "Books", "Amendments", "Costs", "Employment", "Liens", "Jurisdictions", "Applicable Laws", "Venues", "Titles", "Agreements", "Confidentiality", "Enforcements", "Brokers", "Submission To Jurisdiction", "Sanctions", "Waivers", "Change In Control", "Records", "No Defaults", "Consent To Jurisdiction", "Terminations", "Definitions", "Notices", "Erisa", "Arbitration", "Payments"], "gold": ["Payments"]}
+{"input": "Restricted Stock Units evidenced by this Agreement are subject to mandatory adjustment as provided in Section 11 of the Plan.", "references": ["Organizations", "Specific Performance", "Binding Effects", "Existence", "Anti-Corruption Laws", "Assignments", "Records", "Governing Laws", "Transactions With Affiliates", "Venues", "Cooperation", "Non-Disparagement", "Consents", "Base Salary", "Effective Dates", "Subsidiaries", "Duties", "Effectiveness", "Authority", "Successors", "Employment", "Solvency", "Intellectual Property", "Erisa", "Qualifications", "Approvals", "Enforceability", "No Waivers", "No Conflicts", "Entire Agreements", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The employment of the Executive by the Company or an affiliated company as provided in Paragraph 1 shall be for the period commencing on the Effective Date (as defined in Paragraph 10 below) through and ending on the third anniversary of such date (the \u201cEmployment Term\u201d).", "references": ["Powers", "Confidentiality", "Waiver Of Jury Trials", "Warranties", "Indemnifications", "Vacations", "Vesting", "Sanctions", "Effectiveness", "Modifications", "Organizations", "Jurisdictions", "Successors", "Publicity", "Defined Terms", "Assignments", "Consents", "Applicable Laws", "Terminations", "Existence", "Governing Laws", "Expenses", "Books", "Non-Disparagement", "Consent To Jurisdiction", "Litigations", "Brokers", "Waivers", "Binding Effects", "Further Assurances", "Terms"], "gold": ["Terms"]}
+{"input": "The headings of the paragraphs and other provisions hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.", "references": ["Effective Dates", "Taxes", "Successors", "Change In Control", "Cooperation", "Approvals", "Closings", "Vacations", "Forfeitures", "Liens", "Existence", "General", "No Conflicts", "No Defaults", "Titles", "Arbitration", "Duties", "Base Salary", "Non-Disparagement", "Expenses", "Assignments", "Construction", "Solvency", "Interpretations", "No Waivers", "Integration", "Effectiveness", "Qualifications", "Sales", "Consents", "Headings"], "gold": ["Headings"]}
+{"input": "Executive shall be entitled to participate in and to receive any and all benefits generally available to similarly situated senior executives of the Company in accordance with the terms and conditions of the applicable plan or arrangement.", "references": ["Modifications", "Effective Dates", "Binding Effects", "Warranties", "Amendments", "Consent To Jurisdiction", "Vesting", "Successors", "Terms", "Releases", "Entire Agreements", "Specific Performance", "Capitalization", "Effectiveness", "No Defaults", "Remedies", "Authority", "Fees", "Indemnity", "Erisa", "Positions", "Closings", "Transactions With Affiliates", "Authorizations", "Arbitration", "Forfeitures", "Consents", "Liens", "Books", "Defined Terms", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Grantee will be solely responsible for the payment of all taxes that arise with respect to the granting and payment of the RSUs, including the payment of any Common Shares.", "references": ["Titles", "Forfeitures", "Successors", "Sanctions", "Amendments", "Closings", "Publicity", "Authorizations", "Sales", "Intellectual Property", "Warranties", "Approvals", "No Waivers", "Waivers", "Terminations", "Qualifications", "Participations", "No Defaults", "Books", "Confidentiality", "Expenses", "Compliance With Laws", "Indemnity", "Interests", "Representations", "Consents", "Definitions", "Venues", "Arbitration", "Specific Performance", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction, except for any such sale of any fixed or capital assets by the Borrower or any Restricted Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 270\u00a0days after such Subsidiary acquires or completes the construction of such fixed or capital asset, provided that (a)\u00a0the sale or transfer of the property thereunder is permitted under Section\u00a06.05, (b) any Capital Lease Obligations and Synthetic Lease Obligations arising in connection therewith are permitted under Section\u00a06.01(v) and (c)\u00a0any Liens arising in connection therewith (including Liens deemed to arise in connection with any such Capital Lease Obligations and Synthetic Lease Obligations) are permitted under Section\u00a06.02(a)(v).", "references": ["Agreements", "Counterparts", "Submission To Jurisdiction", "General", "Notices", "Arbitration", "Confidentiality", "Enforcements", "Successors", "Entire Agreements", "Positions", "Construction", "No Waivers", "Books", "Cooperation", "Modifications", "Waiver Of Jury Trials", "Capitalization", "Liens", "Integration", "Employment", "Vesting", "Effective Dates", "Organizations", "Existence", "Applicable Laws", "Assigns", "Vacations", "Titles", "Miscellaneous", "Sales"], "gold": ["Sales"]}
+{"input": "No Restricted Person is in default under or with respect to any of its contractual obligations that could reasonably be expected to cause a Material Adverse Change. No event has occurred and is continuing that constitutes a Default.", "references": ["Employment", "Consent To Jurisdiction", "Vesting", "Representations", "Qualifications", "Specific Performance", "Payments", "Amendments", "Warranties", "Brokers", "Releases", "Vacations", "Positions", "Consents", "Change In Control", "Waivers", "Transactions With Affiliates", "Construction", "Insurances", "Enforceability", "Waiver Of Jury Trials", "Authorizations", "Existence", "Jurisdictions", "Headings", "Sales", "Duties", "Costs", "Authority", "Entire Agreements", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Notwithstanding anything to the contrary in this Agreement, this Section \u00a07.05 , and Articles 4 , 5 , 8 and 9 , and any other provisions of this Agreement that by their nature are necessary to survive the expiration or termination of this Agreement, shall survive the termination or expiration of this Agreement.", "references": ["Remedies", "Notices", "Amendments", "Erisa", "Existence", "Construction", "Integration", "Adjustments", "Agreements", "Transactions With Affiliates", "Jurisdictions", "Brokers", "No Waivers", "Publicity", "Solvency", "Defined Terms", "Releases", "Costs", "Fees", "Base Salary", "Specific Performance", "Successors", "Interpretations", "Authorizations", "Disclosures", "Qualifications", "Expenses", "Anti-Corruption Laws", "Assigns", "No Conflicts", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Illinois, without regard to principles of conflict of laws of such State. Any action to enforce this Agreement shall be brought solely in the state or federal courts located in the City of Chicago, Illinois.", "references": ["Definitions", "Vacations", "Remedies", "Erisa", "No Defaults", "Authority", "Fees", "Terminations", "Assigns", "Defined Terms", "Tax Withholdings", "Submission To Jurisdiction", "Severability", "Warranties", "Terms", "Enforcements", "Waiver Of Jury Trials", "Adjustments", "Anti-Corruption Laws", "Closings", "Costs", "Indemnifications", "Use Of Proceeds", "Intellectual Property", "Notices", "Enforceability", "Venues", "Death", "Compliance With Laws", "Specific Performance", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.", "references": ["Submission To Jurisdiction", "No Defaults", "Agreements", "Vesting", "Positions", "Terminations", "Transactions With Affiliates", "Liens", "Erisa", "Sanctions", "Confidentiality", "Entire Agreements", "Consent To Jurisdiction", "Titles", "Disclosures", "Integration", "Existence", "Base Salary", "Capitalization", "Intellectual Property", "Compliance With Laws", "Construction", "Severability", "Authorizations", "Death", "Brokers", "Interpretations", "Effectiveness", "Use Of Proceeds", "Consents", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "You will be eligible to receive severance benefits afforded to Company Executive Vice Presidents under the American Tower Corporation Severance Program and the policies thereunder. In the event that this Assignment is terminated by American Tower or the Company without Cause (as defined in the American Tower Corporation Severance Program), then American Tower or the Company will reimburse all reasonable expenses associated with your relocation back to your Home Location. Further, though severance would not be applicable, should there be a mutual decision for an early termination of this Assignment, such reasonable relocation expenses would be reimbursed.", "references": ["Brokers", "Expenses", "Binding Effects", "Participations", "Vacations", "Warranties", "Remedies", "Erisa", "Definitions", "Consent To Jurisdiction", "Amendments", "Records", "Subsidiaries", "Counterparts", "Modifications", "Authority", "Further Assurances", "Enforcements", "Insurances", "Interests", "No Waivers", "Indemnifications", "Waiver Of Jury Trials", "Notices", "Qualifications", "Anti-Corruption Laws", "Waivers", "Taxes", "Sanctions", "Submission To Jurisdiction", "Terminations"], "gold": ["Terminations"]}
+{"input": "The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the \u201cTerm\u201d Section of the Business Terms Exhibit , unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the \u201c Term \u201d). Eleven may terminate this Agreement at any time with or without cause upon not less than ten (10) days\u2019 prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days\u2019 prior written notice to Eleven. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Eleven, unless Eleven specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven all Work Product made through expiration or termination; (c) Eleven will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d)\u00a0Consultant will immediately return to Eleven all Eleven Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement.", "references": ["Interpretations", "Subsidiaries", "Headings", "Assigns", "Remedies", "Amendments", "Intellectual Property", "Disability", "Titles", "Applicable Laws", "Benefits", "Indemnifications", "No Conflicts", "Adjustments", "Non-Disparagement", "Approvals", "Closings", "Existence", "Construction", "Terms", "Vacations", "Books", "Compliance With Laws", "Indemnity", "Arbitration", "No Defaults", "Venues", "Jurisdictions", "Sales", "Authorizations", "Terminations"], "gold": ["Terminations"]}
+{"input": "Article IX of the Program Agreement is incorporated herein, mutatis mutandis .", "references": ["Further Assurances", "Organizations", "Integration", "Waivers", "Financial Statements", "General", "Transactions With Affiliates", "Construction", "Employment", "Compliance With Laws", "Terms", "Authorizations", "Modifications", "Sanctions", "Notices", "Titles", "Vacations", "Authority", "Costs", "Effectiveness", "Brokers", "Participations", "Use Of Proceeds", "Duties", "Base Salary", "Withholdings", "Liens", "Change In Control", "Publicity", "Capitalization", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "To the extent permitted by law and the Company\u2019s by-laws, the Company will indemnify Executive with respect to any claims made against him as an officer, director or employee of the Company or any subsidiary of the Company, except for acts taken in bad faith or in breach of her duty of loyalty to the Company. Executive shall be covered under a directors and officers liability insurance policy with a coverage limit of at least $2,000,000, to be maintained by the Company during the Term (and for as long thereafter as is practicable).", "references": ["Approvals", "Payments", "Financial Statements", "Effectiveness", "Insurances", "Costs", "Agreements", "Use Of Proceeds", "Disclosures", "Interests", "Closings", "Enforcements", "Arbitration", "Effective Dates", "Vesting", "Interpretations", "Headings", "Titles", "Specific Performance", "Organizations", "Participations", "Authorizations", "Capitalization", "Adjustments", "Liens", "Non-Disparagement", "Notices", "No Waivers", "General", "Forfeitures", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Company hereby continues to employ the Executive and the Executive hereby continues to accept employment with the Company upon the terms and subject to the conditions set forth herein.", "references": ["Payments", "No Defaults", "Benefits", "Subsidiaries", "Applicable Laws", "Change In Control", "Records", "Arbitration", "Anti-Corruption Laws", "Interpretations", "Forfeitures", "Use Of Proceeds", "Solvency", "Adjustments", "Indemnity", "Vesting", "Successors", "Releases", "Base Salary", "Tax Withholdings", "Consents", "Authority", "Representations", "Defined Terms", "Terminations", "Binding Effects", "No Waivers", "Death", "Brokers", "Compliance With Laws", "Employment"], "gold": ["Employment"]}
+{"input": "The execution, delivery and performance of this Agreement by WEST do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority.", "references": ["Brokers", "Submission To Jurisdiction", "Records", "Waivers", "Interests", "Binding Effects", "Participations", "Adjustments", "Death", "Disability", "Cooperation", "Erisa", "Indemnifications", "Miscellaneous", "Further Assurances", "Subsidiaries", "Consents", "Assigns", "Defined Terms", "Enforcements", "Costs", "Disclosures", "Payments", "Assignments", "Venues", "Expenses", "Construction", "Specific Performance", "Fees", "Waiver Of Jury Trials", "Approvals"], "gold": ["Approvals"]}
+{"input": "OZM hereby agrees to employ the Executive, and the Executive hereby accepts such employment, in each case, to be effective as of February\u00a05, 2018, (such date, or a later date agreed upon by the parties as the employment commencement date, the \u201c Effective Date \u201d) subject to the Executive commencing employment on such date, according to the terms and conditions set forth in this Agreement. The parties acknowledge that the Executive may be employed by OZM, OZ Advisors LP (\u201c OZA \u201d), OZ Advisors II LP (\u201c OZAII ,\u201d and together with OZM and OZA, the \u201c OZ Operating Partnerships \u201d), any of the general partners of the OZ Operating Partnerships, or any of their respective subsidiaries or affiliated entities (collectively, the \u201c OZ Entities \u201d or the \u201c Company \u201d), and such employment shall be governed by this Agreement.", "references": ["Assignments", "Change In Control", "No Waivers", "Arbitration", "Expenses", "Insurances", "Successors", "Indemnifications", "Capitalization", "Anti-Corruption Laws", "Waivers", "Applicable Laws", "Effectiveness", "Specific Performance", "Jurisdictions", "Financial Statements", "Integration", "Authority", "Governing Laws", "Survival", "Withholdings", "Books", "Non-Disparagement", "Participations", "Death", "Compliance With Laws", "Subsidiaries", "Entire Agreements", "Publicity", "Disability", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Bank may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding requirements.", "references": ["Submission To Jurisdiction", "Construction", "Modifications", "Financial Statements", "Capitalization", "Binding Effects", "Definitions", "Authority", "Representations", "Amendments", "Organizations", "Base Salary", "No Defaults", "Counterparts", "Intellectual Property", "Participations", "Successors", "Liens", "Closings", "Records", "Waivers", "Cooperation", "Solvency", "Remedies", "Positions", "Non-Disparagement", "Assigns", "Litigations", "Duties", "Effective Dates", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Executive\u2019s rights to the Severance Benefits or Disability Benefits (defined below), as applicable, are conditioned upon Executive executing and not revoking the Company\u2019s standard severance agreement in effect at the time of Executive\u2019s termination (or, if earlier, immediately prior to the closing date of any transaction which constitutes a Change in Control under this Agreement), which includes a general release of claims against the Company and its affiliates (the \u201c Release \u201d), within the time periods set forth therein. Any payment of Severance Benefits or Disability Benefits due for the period after termination and before the Release becomes effective and irrevocable shall be paid with the first payment after the Release becomes irrevocable. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, the Company shall make payments conditioned on the Release no earlier than January 1 of the second calendar year, regardless of the year in which the Release becomes irrevocable.", "references": ["Enforceability", "Disability", "Qualifications", "Publicity", "Consent To Jurisdiction", "Miscellaneous", "Intellectual Property", "Agreements", "Terms", "Modifications", "Survival", "Further Assurances", "Positions", "Governing Laws", "Insurances", "Submission To Jurisdiction", "No Defaults", "Interpretations", "Withholdings", "Fees", "Participations", "Benefits", "Forfeitures", "Integration", "General", "Disclosures", "Consents", "Adjustments", "Liens", "Costs", "Releases"], "gold": ["Releases"]}
+{"input": "As used in this Agreement, the neuter gender shall include the masculine and the feminine, the masculine and feminine genders shall be interchangeable among themselves and each with the neuter, the singular numbers shall include the plural, and the plural the singular. The term \u201c person \u201d shall include all persons and entities of every nature whatsoever, including, but not limited to, individuals, corporations, partnerships, governmental entities and associations. The terms \u201cincluding,\u201d \u201cincluded,\u201d \u201csuch as\u201d and terms of similar import shall not imply the exclusion of other items not specifically enumerated.", "references": ["Vacations", "Entire Agreements", "Death", "Notices", "Approvals", "Enforceability", "Existence", "Consents", "Integration", "Anti-Corruption Laws", "Representations", "Forfeitures", "Authorizations", "Litigations", "Payments", "Change In Control", "Amendments", "Organizations", "Compliance With Laws", "Interpretations", "Effectiveness", "Definitions", "Sales", "Binding Effects", "Agreements", "Expenses", "Specific Performance", "Records", "Use Of Proceeds", "Tax Withholdings", "Construction"], "gold": ["Construction"]}
+{"input": "Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach of which had a material adverse effect on the rights of the Holder with respect to this Note.", "references": ["Terms", "Use Of Proceeds", "Effectiveness", "Non-Disparagement", "Organizations", "Duties", "Closings", "Miscellaneous", "Sanctions", "Vesting", "Entire Agreements", "Severability", "Taxes", "Cooperation", "Governing Laws", "Specific Performance", "Authority", "General", "Disability", "Compliance With Laws", "Transactions With Affiliates", "Survival", "Death", "Applicable Laws", "Powers", "Venues", "Insurances", "Amendments", "Interests", "Successors", "Warranties"], "gold": ["Warranties"]}
+{"input": "The provisions of this Agreement are severable.\u00a0\u00a0If any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.", "references": ["Binding Effects", "Successors", "Vacations", "Jurisdictions", "Representations", "Notices", "Effective Dates", "Benefits", "Books", "Applicable Laws", "Integration", "Tax Withholdings", "Change In Control", "Financial Statements", "Taxes", "Arbitration", "Further Assurances", "Confidentiality", "Waiver Of Jury Trials", "Entire Agreements", "Counterparts", "Terminations", "Assigns", "Consent To Jurisdiction", "Forfeitures", "Consents", "No Waivers", "Cooperation", "Remedies", "Headings", "Severability"], "gold": ["Severability"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.", "references": ["Tax Withholdings", "Effective Dates", "Fees", "Indemnifications", "Adjustments", "Positions", "Terminations", "Sales", "Payments", "Financial Statements", "Remedies", "Enforceability", "Specific Performance", "Benefits", "Qualifications", "Brokers", "Submission To Jurisdiction", "Transactions With Affiliates", "Applicable Laws", "Erisa", "Books", "Sanctions", "Costs", "Existence", "Definitions", "Representations", "Litigations", "Enforcements", "Compliance With Laws", "Participations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If a claimant continues to dispute the benefit denial based upon completed performance of this Plan and the 401(k) Restoration Plan Election Form or the meaning and effect of the terms and conditions of them, then the claimant may submit the dispute to mediation, administered by the American Arbitration Association (\u201cAAA\u201d) (or a mediator selected by the parties) in accordance with the AAA\u2019s Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.", "references": ["Indemnifications", "Assignments", "Enforceability", "Compliance With Laws", "Adjustments", "Confidentiality", "Authorizations", "Use Of Proceeds", "Submission To Jurisdiction", "Subsidiaries", "Approvals", "Financial Statements", "No Conflicts", "Death", "Enforcements", "Entire Agreements", "Assigns", "Indemnity", "Duties", "Disability", "Releases", "Base Salary", "Tax Withholdings", "Positions", "Intellectual Property", "Non-Disparagement", "Fees", "Vacations", "Closings", "No Waivers", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Executive represents and warrants that (a) the Executive is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits the Executive\u2019s ability to enter into and fully perform the Executive\u2019s obligations under this Agreement and (b) the Executive is not otherwise unable to enter into and fully perform the Executive\u2019s obligations under this Agreement. In the event of a breach of any representation in this Section 5, the Company may terminate this Agreement and the Executive\u2019s employment with the Company without any liability to the Executive and the Executive shall indemnify the Company for any liability it may incur as a result of any such breach.", "references": ["Brokers", "Fees", "Waivers", "Governing Laws", "Confidentiality", "Definitions", "Compliance With Laws", "Base Salary", "Vacations", "General", "Binding Effects", "Indemnifications", "Waiver Of Jury Trials", "Taxes", "Titles", "Severability", "Withholdings", "Insurances", "Capitalization", "Consents", "Sanctions", "Intellectual Property", "Agreements", "No Defaults", "Indemnity", "Erisa", "Submission To Jurisdiction", "Death", "Specific Performance", "Use Of Proceeds", "Representations"], "gold": ["Representations"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or electronic (PDF) transmission.", "references": ["Survival", "Use Of Proceeds", "Organizations", "Taxes", "Amendments", "Employment", "Expenses", "Waivers", "Duties", "Financial Statements", "Successors", "Existence", "Governing Laws", "Adjustments", "Vacations", "Interpretations", "No Conflicts", "Authorizations", "Disability", "Miscellaneous", "Anti-Corruption Laws", "Warranties", "Participations", "Death", "Sales", "Base Salary", "Records", "Remedies", "Brokers", "Change In Control", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.", "references": ["Specific Performance", "Survival", "No Conflicts", "Records", "Use Of Proceeds", "Liens", "Publicity", "Withholdings", "Enforceability", "Positions", "Terms", "Confidentiality", "Duties", "Jurisdictions", "Disability", "Consents", "Closings", "Costs", "Participations", "Brokers", "Solvency", "Erisa", "Indemnity", "Approvals", "Litigations", "Change In Control", "Modifications", "Existence", "No Waivers", "Anti-Corruption Laws", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither the Company nor any member of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to terminate any Plan. As of the Amendment No.\u00a01 Effective Date, the assets of the Company are not and will not be deemed to constitute \u201cplan assets\u201d (within the meaning of 29 CFR \u00a7 2510.3-101, as modified by Section\u00a03(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments.", "references": ["Litigations", "Enforceability", "Arbitration", "Notices", "Assigns", "Withholdings", "Positions", "Subsidiaries", "Amendments", "Jurisdictions", "Benefits", "Disability", "Terms", "Vesting", "Releases", "Assignments", "Survival", "Entire Agreements", "Duties", "Representations", "Adjustments", "Approvals", "Confidentiality", "Submission To Jurisdiction", "Interests", "Vacations", "Closings", "Consents", "Indemnity", "Non-Disparagement", "Erisa"], "gold": ["Erisa"]}
+{"input": "This Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.", "references": ["Enforcements", "Waivers", "Subsidiaries", "Sanctions", "Releases", "Sales", "Survival", "Definitions", "Existence", "Erisa", "Payments", "Disclosures", "No Waivers", "Construction", "Authorizations", "Consents", "Positions", "Indemnifications", "No Conflicts", "Assignments", "Financial Statements", "Withholdings", "Disability", "Submission To Jurisdiction", "Records", "Venues", "Brokers", "Further Assurances", "Governing Laws", "Expenses", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given or made (i) upon delivery if delivered personally (by courier service or otherwise) to the address provided in this Section\u00a010.2 , or (ii) if delivered by facsimile transmission to the facsimile number provided in this Section\u00a010.2 , when receipt of transmission has been orally confirmed by the receiving Party (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section\u00a010.2 ), in each case to the applicable addresses set forth below (or such other address which either Party hereto may from time to time specify). Any notice of breach shall be prominently labeled as \u201cNotice of Breach of Contract.\u201d Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party.", "references": ["Vesting", "Costs", "Interests", "Litigations", "Publicity", "Capitalization", "Assigns", "Brokers", "Liens", "Miscellaneous", "Tax Withholdings", "Withholdings", "Insurances", "Entire Agreements", "Waiver Of Jury Trials", "Survival", "Warranties", "Enforcements", "Authorizations", "Effective Dates", "Vacations", "Enforceability", "Venues", "Construction", "Amendments", "Non-Disparagement", "Submission To Jurisdiction", "Severability", "Participations", "Sanctions", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may only be amended by a writing executed by both the Company and the Administrative Agent. This Agreement shall inure to the benefit of the Administrative Agent and be binding upon the Company and its successors and assigns. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which when taken together shall be deemed to constitute one and the same agreement. The Recitals to this Agreement are true, correct and incorporated herein by reference.", "references": ["Entire Agreements", "Payments", "Litigations", "Brokers", "Change In Control", "Vacations", "Enforcements", "Withholdings", "Disability", "Interests", "Remedies", "Defined Terms", "Qualifications", "Modifications", "No Waivers", "Duties", "Definitions", "Survival", "Anti-Corruption Laws", "Indemnity", "Counterparts", "Insurances", "Existence", "Participations", "Jurisdictions", "Representations", "Successors", "General", "Non-Disparagement", "Headings", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements between the Parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or Parties against whom enforcement or the change, waiver discharge or termination is sought.", "references": ["Remedies", "Existence", "Transactions With Affiliates", "Definitions", "Withholdings", "Solvency", "Specific Performance", "Participations", "No Waivers", "Effective Dates", "Insurances", "Survival", "Compliance With Laws", "Authorizations", "Arbitration", "Cooperation", "Employment", "Taxes", "Expenses", "Books", "Counterparts", "Non-Disparagement", "Submission To Jurisdiction", "Records", "Interests", "Intellectual Property", "General", "Agreements", "Use Of Proceeds", "Authority", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company\u2019s or any Subsidiary\u2019s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration, adjustment, exchange, reset, exercise or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, equity or other instrument (evidencing Company or Subsidiary equity, debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.", "references": ["Organizations", "Submission To Jurisdiction", "Disability", "Financial Statements", "Books", "Use Of Proceeds", "Waiver Of Jury Trials", "Specific Performance", "Insurances", "Definitions", "Effectiveness", "Closings", "Transactions With Affiliates", "No Defaults", "Amendments", "Consents", "Participations", "Venues", "Adjustments", "General", "Warranties", "Vesting", "Titles", "Interpretations", "Records", "Expenses", "Remedies", "Survival", "Liens", "Benefits", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Schedule C sets forth a complete and accurate description of the authorized capital Stock of Borrower and each of its Subsidiaries, by class, and as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding and the legal and beneficial owners thereof. Except as set forth on Schedule C, there are no options, warrants or calls relating to any such shares.", "references": ["Positions", "Forfeitures", "No Waivers", "Erisa", "Disability", "Vesting", "Agreements", "Subsidiaries", "No Defaults", "Consents", "Enforceability", "Venues", "Sales", "Compliance With Laws", "Transactions With Affiliates", "Enforcements", "Successors", "Non-Disparagement", "Liens", "Definitions", "Participations", "Withholdings", "Expenses", "Integration", "Effectiveness", "Headings", "Waiver Of Jury Trials", "Interests", "Change In Control", "Sanctions", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the \u201cClosing\u201d) to be held at 10:00 a.m., Eastern time, no later than two Business Days after the last of the conditions to Closing set forth in ARTICLE VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at the offices of Graubard Miller, 405 Lexington Avenue 11 th Floor, New York, New York 10174, or at such other time or on such other date or at such other place as Seller and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the \u201cClosing Date\u201d).", "references": ["Participations", "Positions", "Non-Disparagement", "Approvals", "Financial Statements", "Existence", "Venues", "Insurances", "Compliance With Laws", "Organizations", "Agreements", "Publicity", "Anti-Corruption Laws", "Sales", "Waiver Of Jury Trials", "Intellectual Property", "Confidentiality", "Definitions", "Releases", "Enforcements", "Miscellaneous", "Interpretations", "Representations", "Payments", "Liens", "Expenses", "Warranties", "Taxes", "Amendments", "Assignments", "Closings"], "gold": ["Closings"]}
+{"input": "Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 11 of the Summary (the \"Brokers\"), and that they know of no\u00a0 other real estate broker or agent who is entitled to a commission in connection with this Lease.\u00a0 Each party agrees to indemnity and defend the other party against and hold the other party harmless from any and all claims, demands,\u00a0 losses, liabilities,\u00a0 lawsuits,\u00a0 judgments, costs and expenses\u00a0 (including\u00a0 without\u00a0 limitation\u00a0 reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party.", "references": ["Enforceability", "Further Assurances", "Liens", "Disclosures", "Terms", "Solvency", "Authorizations", "Consents", "Waivers", "Financial Statements", "Publicity", "Expenses", "Assignments", "Disability", "Effective Dates", "General", "Confidentiality", "Capitalization", "Tax Withholdings", "Consent To Jurisdiction", "Submission To Jurisdiction", "Indemnifications", "Representations", "Base Salary", "Fees", "Closings", "Jurisdictions", "Arbitration", "Intellectual Property", "Organizations", "Brokers"], "gold": ["Brokers"]}
+{"input": "(a) Keep all property useful and necessary in the business of the Loan Parties in good working order and condition, ordinary wear and tear excepted.", "references": ["Titles", "Interests", "Tax Withholdings", "Releases", "Death", "Organizations", "Terminations", "Indemnity", "Solvency", "Defined Terms", "Duties", "Base Salary", "Modifications", "Definitions", "Effectiveness", "Records", "Brokers", "Sales", "Assigns", "Consents", "Miscellaneous", "Positions", "Enforceability", "Assignments", "Interpretations", "Warranties", "Participations", "Authority", "Vesting", "Change In Control", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Company shall use its reasonable best efforts to promptly secure the listing of the Purchased Shares upon the New York Stock Exchange. The Company agrees to execute and deliver and the Purchaser agrees to execute and deliver, such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Transactions.", "references": ["Severability", "Existence", "Vacations", "Representations", "Effectiveness", "Miscellaneous", "Construction", "Change In Control", "Costs", "Arbitration", "Waivers", "Fees", "Litigations", "Terms", "Interests", "Remedies", "Headings", "Amendments", "Employment", "Releases", "Positions", "Compliance With Laws", "Vesting", "Use Of Proceeds", "Intellectual Property", "Erisa", "Confidentiality", "Sanctions", "Brokers", "Survival", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Company currently employs the Executive as its President, Extremity Fixation, and the Company and the Executive agree that Executive\u2019s employment by the Company shall prospectively be governed by the terms and conditions set forth herein. The Executive shall continue to have such power and authority and perform such duties, functions and responsibilities as are associated with and incident to his positions, and as the Board may from time to time require of him. The Executive continues to agree to serve, if elected, as an officer or director of any other direct or indirect subsidiary of the Company, in each such case at no compensation in addition to that provided for in this Agreement, but the Executive serves in such positions solely as an accommodation to the Company and such positions shall grant him no rights hereunder (including for purposes of the definition of Good Reason).", "references": ["Titles", "Vacations", "Waiver Of Jury Trials", "Terminations", "Amendments", "Sales", "Financial Statements", "Transactions With Affiliates", "No Defaults", "Employment", "Construction", "Miscellaneous", "Indemnifications", "Sanctions", "Erisa", "Applicable Laws", "Releases", "Vesting", "Consents", "Positions", "Terms", "Benefits", "Confidentiality", "Venues", "Specific Performance", "Brokers", "Participations", "Capitalization", "Headings", "Entire Agreements", "Duties"], "gold": ["Duties"]}
+{"input": "The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not (i) conflict with or violate any provision of the Company\u2019s articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.", "references": ["Representations", "Sanctions", "Powers", "Subsidiaries", "Forfeitures", "Approvals", "Anti-Corruption Laws", "Publicity", "Records", "Releases", "Consent To Jurisdiction", "Enforceability", "Integration", "Disability", "Books", "Interpretations", "Expenses", "Erisa", "Entire Agreements", "Effectiveness", "Taxes", "Non-Disparagement", "Participations", "Disclosures", "Insurances", "Assignments", "Effective Dates", "Compliance With Laws", "Construction", "Sales", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Employee shall be paid an initial annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of RMB 3,750,000. \u00a0The Company will review the Base Salary on a regular basis and make adjustments as determined by the Compensation Committee, in its sole discretion.", "references": ["Participations", "Sanctions", "Cooperation", "Payments", "Capitalization", "Vacations", "Specific Performance", "Change In Control", "Notices", "Counterparts", "Amendments", "Modifications", "Assigns", "Solvency", "Intellectual Property", "Enforcements", "Insurances", "Governing Laws", "No Defaults", "General", "Remedies", "Litigations", "Authority", "Use Of Proceeds", "Existence", "Definitions", "Further Assurances", "Disability", "Consents", "Positions", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Buyer has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite limited liability company action on behalf of Buyer and no other limited liability company proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and, assuming due authorization, execution, and delivery by the Company, constitutes a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.", "references": ["Non-Disparagement", "Construction", "Indemnity", "Assignments", "Payments", "Approvals", "Duties", "Tax Withholdings", "No Conflicts", "Submission To Jurisdiction", "Death", "Intellectual Property", "Positions", "Terms", "Fees", "No Waivers", "Withholdings", "Benefits", "Consent To Jurisdiction", "Sales", "Subsidiaries", "Solvency", "Miscellaneous", "Remedies", "Survival", "Successors", "Liens", "Authority", "Taxes", "Agreements", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the state of Delaware without reference to principles of conflict of laws.", "references": ["Successors", "Compliance With Laws", "Transactions With Affiliates", "Jurisdictions", "Change In Control", "Further Assurances", "Insurances", "Releases", "Specific Performance", "Binding Effects", "Vacations", "Indemnifications", "Amendments", "Forfeitures", "Capitalization", "Sales", "Solvency", "Confidentiality", "Publicity", "Withholdings", "Counterparts", "Sanctions", "Expenses", "Participations", "Brokers", "Titles", "Taxes", "Entire Agreements", "Survival", "Death", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Tenth Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California.", "references": ["Interests", "Use Of Proceeds", "Assignments", "Expenses", "Terminations", "Intellectual Property", "Amendments", "Forfeitures", "Remedies", "Enforceability", "Capitalization", "Miscellaneous", "Representations", "General", "Compliance With Laws", "Indemnifications", "Integration", "Defined Terms", "No Waivers", "Tax Withholdings", "Withholdings", "No Conflicts", "Terms", "Sanctions", "Powers", "Litigations", "Titles", "Sales", "Employment", "Interpretations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company\u2019s fiscal year end is June 30th. The Company has previously delivered to Purchaser the following: un-audited balance sheet and statements of income, and cash flow of the Company as of and for the last three (3) fiscal years (collectively the \u201c Financial Statements \u201d). The Financial Statements were prepared in accordance with United States Generally Accepted Accounting Principles (\u201c U.S. GAAP \u201d) applied on a consistent basis throughout the periods covered thereby, present fairly and accurately the financial condition of the Company as of such dates and the results of operations for such periods and are correct and complete, and are consistent with the books and records of the Company. The Company is not currently contemplating to amend or restate any of the Financial Statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP. The Company has not been informed by its accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.", "references": ["Solvency", "Adjustments", "Duties", "Releases", "Brokers", "Forfeitures", "Waivers", "No Defaults", "General", "Assigns", "Insurances", "Liens", "Positions", "Powers", "Erisa", "Binding Effects", "Assignments", "Successors", "Governing Laws", "Construction", "Sales", "Sanctions", "Non-Disparagement", "Taxes", "Cooperation", "Titles", "Effective Dates", "Modifications", "Capitalization", "Remedies", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "If any provision of this Warrant or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the terms of this Warrant will continue in full force and effect.", "references": ["Enforceability", "Cooperation", "Transactions With Affiliates", "Publicity", "Expenses", "Waivers", "No Conflicts", "Payments", "Applicable Laws", "Consent To Jurisdiction", "Confidentiality", "Enforcements", "Notices", "Representations", "Authority", "Powers", "Duties", "Vesting", "Successors", "Consents", "Modifications", "Subsidiaries", "Specific Performance", "Employment", "Solvency", "Books", "Existence", "Change In Control", "Agreements", "Adjustments", "Severability"], "gold": ["Severability"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the state courts of the State of Florida sitting in Miami-Dade County, Florida and the U.S. District Court for the Southern District of Florida in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.", "references": ["Counterparts", "Terminations", "Assigns", "Titles", "Arbitration", "Subsidiaries", "Compliance With Laws", "Authorizations", "Approvals", "Insurances", "Participations", "Amendments", "Representations", "Integration", "Warranties", "No Defaults", "Litigations", "Powers", "Severability", "Vacations", "Disability", "Expenses", "Survival", "Consents", "Publicity", "Consent To Jurisdiction", "Brokers", "Vesting", "Organizations", "Solvency", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In case any one or more of the provisions contained in this Agreement shall, for any reason, be judicially determined to be invalid, illegal or unenforceable in any respect, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect, and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision, and, if the foregoing provision of this clause (ii) is not permitted pursuant to applicable law, then (iii) this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.", "references": ["Closings", "Duties", "Defined Terms", "Positions", "Effective Dates", "Remedies", "Publicity", "Adjustments", "Taxes", "Books", "Indemnifications", "Brokers", "Governing Laws", "Warranties", "Modifications", "Terminations", "Employment", "Capitalization", "Compliance With Laws", "Confidentiality", "Base Salary", "Participations", "Payments", "Waivers", "Amendments", "Entire Agreements", "Financial Statements", "Titles", "Arbitration", "Definitions", "Severability"], "gold": ["Severability"]}
+{"input": "When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i)\u00a0paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant\u2019s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv)\u00a0delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.", "references": ["Withholdings", "Survival", "Terminations", "Organizations", "Forfeitures", "Agreements", "Expenses", "Participations", "No Conflicts", "Interpretations", "Sanctions", "Litigations", "Consent To Jurisdiction", "Arbitration", "Entire Agreements", "Non-Disparagement", "Notices", "Closings", "Enforcements", "Disability", "Solvency", "Assigns", "Duties", "Authorizations", "Benefits", "Authority", "Disclosures", "Releases", "Submission To Jurisdiction", "Positions", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Administrator may make various adjustments to your Options, including adjustments to the number and type of securities subject to the Options and the Exercise Price, in accordance with the terms of the Plan. In the event of any transaction resulting in a Change in Control (as defined in the Plan) of the Company, the outstanding Options will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Options by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof.\u00a0\u00a0In the event of such termination, you will be permitted, immediately before the Change in Control, to exercise or convert all portions of such Options that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control.", "references": ["Enforceability", "Sales", "Entire Agreements", "Expenses", "Disability", "Use Of Proceeds", "Agreements", "Capitalization", "Arbitration", "Financial Statements", "Headings", "Interpretations", "Authority", "Titles", "Effective Dates", "Waivers", "Qualifications", "Consent To Jurisdiction", "Benefits", "Venues", "Assignments", "Representations", "Definitions", "Tax Withholdings", "Brokers", "Withholdings", "Notices", "Solvency", "Jurisdictions", "Successors", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The Holder has full power and authority (and, if an individual, the capacity) to enter into this SAFE and to perform all obligations required to be performed by it hereunder. This SAFE, when executed and delivered by the Holder, will constitute the Holder\u2019s valid and legally binding obligation, enforceable in accordance with its terms.", "references": ["Disability", "Base Salary", "No Waivers", "Assignments", "Assigns", "Taxes", "Change In Control", "Indemnity", "Releases", "Miscellaneous", "Compliance With Laws", "Venues", "Forfeitures", "Participations", "General", "Remedies", "Indemnifications", "Transactions With Affiliates", "Approvals", "Vacations", "Counterparts", "Costs", "Jurisdictions", "Amendments", "Non-Disparagement", "Waivers", "Positions", "Interpretations", "Liens", "Publicity", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Purchaser shall pay (i) the cost of the title examination fees and municipal lien search fees, (ii) 50% of the escrow fees charged by Escrow Agent, (iii) the cost of any endorsements, increased coverages or premium for any lender\u2019s title policy as may be desired by Purchaser or required by Purchaser, (iv) its own attorney\u2019s fees, (v) any and all costs incurred in connection with Purchaser\u2019s Inspections of the Property, and (vi) all costs incurred in connection with obtaining financing. Seller shall pay (i) 50% of the escrow fees charged by Escrow Agent and (ii) its own attorney\u2019s fees.", "references": ["Releases", "Publicity", "Severability", "Waivers", "Authority", "Terms", "Existence", "Consents", "Closings", "Titles", "Confidentiality", "Disclosures", "Assigns", "Indemnity", "Payments", "Death", "Organizations", "Sales", "Successors", "Books", "Benefits", "Consent To Jurisdiction", "Financial Statements", "Counterparts", "No Conflicts", "Interpretations", "Records", "Submission To Jurisdiction", "Terminations", "Employment", "Expenses"], "gold": ["Expenses"]}
+{"input": "For purposes of this Section 2.17, the term \u201cLender\u201d includes any Issuing Bank and the term \u201capplicable law\u201d includes FATCA.", "references": ["Governing Laws", "No Defaults", "Jurisdictions", "Solvency", "Releases", "Warranties", "Liens", "Use Of Proceeds", "Sanctions", "Financial Statements", "Adjustments", "Payments", "Vacations", "Miscellaneous", "Subsidiaries", "Brokers", "Successors", "General", "Intellectual Property", "Headings", "Entire Agreements", "Interpretations", "Approvals", "Assignments", "Remedies", "Authorizations", "Arbitration", "Benefits", "Base Salary", "Authority", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Excepting any truthful statements made by a party pursuant to a court order, legal proceeding, or otherwise required by law, neither party shall disparage or denigrate the other party or its representatives.", "references": ["Sanctions", "Assignments", "Expenses", "Applicable Laws", "Forfeitures", "Waiver Of Jury Trials", "Binding Effects", "Interpretations", "Use Of Proceeds", "Construction", "Base Salary", "Terminations", "Jurisdictions", "Subsidiaries", "Compliance With Laws", "Approvals", "Venues", "Entire Agreements", "Confidentiality", "Tax Withholdings", "Positions", "Organizations", "Amendments", "Remedies", "Liens", "Qualifications", "Taxes", "Warranties", "Releases", "Death", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "If any payment or performance under any Loan Document shall be due on a day that is not a Business Day, the date for payment or performance shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.", "references": ["Arbitration", "Miscellaneous", "General", "Definitions", "Specific Performance", "Qualifications", "Anti-Corruption Laws", "Assignments", "Records", "Authorizations", "Vesting", "Agreements", "Binding Effects", "Liens", "Severability", "Disability", "Effectiveness", "Insurances", "Terms", "Existence", "Positions", "Venues", "Interests", "Applicable Laws", "Headings", "Subsidiaries", "Waivers", "Counterparts", "Remedies", "Adjustments", "Payments"], "gold": ["Payments"]}
+{"input": "Unless otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings when used herein.", "references": ["Terminations", "Applicable Laws", "Books", "Miscellaneous", "Indemnifications", "Definitions", "Brokers", "Authorizations", "Consent To Jurisdiction", "Anti-Corruption Laws", "Construction", "Change In Control", "Subsidiaries", "Severability", "Base Salary", "Indemnity", "Participations", "General", "Forfeitures", "Solvency", "Representations", "Erisa", "Adjustments", "Entire Agreements", "Counterparts", "Vacations", "Authority", "Approvals", "Capitalization", "Sanctions", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Executive\u2019s entitlement to the payments described in this Section 5 is expressly contingent upon Executive first providing the Company with a signed mutual release in substantially the form attached hereto as Exhibit A (the \u201c Release \u201d).\u00a0\u00a0In order to be effective, such Release must be (a) delivered by Executive to the Company no later than forty-five (45) days following the Termination Date; and (b) counter-signed and returned by the Company to Executive within ten (10) days following the Company\u2019s receipt thereof; provided , \u00a0 however , that if Executive delivers the Release to the Company on a timely bases and the Company does not return a counter-signed Release during the applicable time period allowed, such Release of Executive shall be null and void and the payments hereunder shall cease to be contingent on the Release and this Section 5.6 .", "references": ["Entire Agreements", "Costs", "Amendments", "Transactions With Affiliates", "Arbitration", "Remedies", "Construction", "Positions", "Venues", "Integration", "Liens", "Adjustments", "Litigations", "Definitions", "Expenses", "Terminations", "Vesting", "Enforcements", "Tax Withholdings", "Counterparts", "Closings", "Consents", "Modifications", "Capitalization", "Submission To Jurisdiction", "Employment", "Cooperation", "Powers", "Specific Performance", "Confidentiality", "Releases"], "gold": ["Releases"]}
+{"input": "Each party hereto agrees to hold the Transaction Documents and all non-public information received by it (or any of its agents or representatives) in connection therewith from any other party hereto (or its agents and representatives) in confidence and agrees not to provide any Person with copies of any Transaction Document or such non-public information, other than to (a) any officers, directors, members, managers, employees or outside accountants, auditors or attorneys thereof (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (b) governmental authorities with appropriate jurisdiction (including filings required or deemed advisable, under applicable securities laws) and (c) with respect to the Buyer, any Person to whom the Buyer may sell or assign (including as a participation interest) all or any part of its rights hereunder as may be permitted by the terms hereof (in the case of any participant, potential participant or potential assignee, so long as such Person enters into a confidentiality agreement on terms substantially similar to this clause (f)). Notwithstanding the foregoing provisions contained in this paragraph (f), provided that the other parties hereto are given notice thereof, the parties hereto will not be liable for disclosure of such information if such disclosure (i) was required by law, including pursuant to a valid subpoena or other legal process, (ii) was in such Person\u2019s possession or known to such Person prior to receipt (other than information which came to be known from information received from or on behalf of a party hereto), or (iii) is or becomes known to the public through disclosure in a printed publication (without breach of any of such Person\u2019s obligations hereunder).", "references": ["Cooperation", "Indemnifications", "Capitalization", "Interpretations", "Arbitration", "Releases", "Brokers", "Insurances", "No Waivers", "Definitions", "Positions", "Forfeitures", "Adjustments", "Transactions With Affiliates", "Assigns", "Enforcements", "Successors", "Miscellaneous", "Authorizations", "Benefits", "Specific Performance", "Interests", "Counterparts", "Indemnity", "Applicable Laws", "Effective Dates", "Authority", "Tax Withholdings", "Survival", "Books", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Unless otherwise provided in this Agreement, all capitalized terms have the meanings assigned to them in the Lease.", "references": ["Agreements", "Insurances", "Further Assurances", "Taxes", "Sales", "Indemnity", "Intellectual Property", "Definitions", "Amendments", "Anti-Corruption Laws", "Consent To Jurisdiction", "Terminations", "Interests", "No Defaults", "Transactions With Affiliates", "Forfeitures", "Payments", "Consents", "Costs", "Governing Laws", "Qualifications", "Employment", "Base Salary", "Submission To Jurisdiction", "Survival", "Assignments", "Representations", "Solvency", "Enforcements", "Terms", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.", "references": ["Amendments", "Authority", "Positions", "Tax Withholdings", "Fees", "Liens", "Employment", "Litigations", "Applicable Laws", "Financial Statements", "Consent To Jurisdiction", "Forfeitures", "Governing Laws", "Enforcements", "Sanctions", "Defined Terms", "Arbitration", "No Defaults", "Terminations", "Organizations", "No Conflicts", "Records", "Binding Effects", "Venues", "Existence", "Change In Control", "Books", "Indemnity", "No Waivers", "Consents", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The captions and headings herein are for convenience and reference only and in no way define or limit the scope or content of this Agreement or in any way affect its provisions.", "references": ["No Conflicts", "Enforceability", "Notices", "Closings", "Brokers", "Applicable Laws", "Organizations", "Successors", "Tax Withholdings", "Definitions", "Amendments", "Governing Laws", "Counterparts", "Intellectual Property", "Terminations", "Taxes", "Disclosures", "Transactions With Affiliates", "Use Of Proceeds", "Records", "Insurances", "Erisa", "Construction", "Benefits", "Releases", "Interpretations", "Venues", "Indemnity", "No Waivers", "Arbitration", "Headings"], "gold": ["Headings"]}
+{"input": "The Executive\u2019s employment hereunder shall terminate upon the Executive\u2019s death, subject to the provisions of Section \u00a04(a) , below.", "references": ["Arbitration", "Approvals", "Notices", "Expenses", "Cooperation", "Financial Statements", "Agreements", "Effective Dates", "Indemnity", "Anti-Corruption Laws", "Existence", "Capitalization", "Subsidiaries", "Specific Performance", "Integration", "Closings", "Terms", "Payments", "Transactions With Affiliates", "Duties", "Base Salary", "Employment", "Withholdings", "Erisa", "Publicity", "Records", "Headings", "Sanctions", "Enforceability", "Defined Terms", "Death"], "gold": ["Death"]}
+{"input": "(a)\u00a0Subject to the provisions of clause (b)\u00a0of this Section\u00a013.16, each Lender will use its reasonable efforts not to disclose without the prior consent of the Borrowers (other than to its employees, auditors, advisors or counsel on a need-to-know basis or to another Lender if such Lender or such Lender\u2019s holding or parent company in its sole discretion determines that any such party should have access to such information in connection with the Credit Documents, provided such Persons shall be subject to the provisions of this Section\u00a013.16 to the same extent as such Lender) any information with respect to the Administrative Borrower or any of its Subsidiaries that is now or in the future furnished pursuant to this Agreement or any other Credit Document, provided that any Lender may disclose any such information (i)\u00a0as has become generally available to the public other than by virtue of a breach of this Section\u00a013.16(a) by the respective Lender, (ii)\u00a0as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body or self-regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors or in connection with pledges or assignments in favor of any Federal Reserve Bank or central bank permitted under Section\u00a013.04(d), (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (iv)\u00a0in order to comply with any law, order, regulation or ruling applicable to such Lender, (v)\u00a0to the Administrative Agent or the Collateral Agent, (vi)\u00a0to any direct or indirect contractual counterparty in any swap, hedge or similar agreement (or to any such contractual counterparty\u2019s professional advisor), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section\u00a013.16 and (vii)\u00a0to any prospective or actual transferee or participant in connection with any contemplated transfer or participation of any of the Notes or any interest therein by such Lender, provided that such prospective transferee agrees to be bound by the confidentiality provisions contained in this Section\u00a013.16.", "references": ["Notices", "Costs", "Brokers", "Use Of Proceeds", "Modifications", "Expenses", "Disability", "Records", "Counterparts", "Change In Control", "Successors", "Erisa", "Authorizations", "Books", "Terminations", "Payments", "Construction", "Death", "Governing Laws", "Survival", "Assignments", "Specific Performance", "Fees", "Vacations", "Headings", "Duties", "Arbitration", "No Conflicts", "Jurisdictions", "Insurances", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Schedule 7.1(f) is a complete and correct listing of all real estate assets of the Borrower, each other Loan Party and each other Subsidiary, as of the date of the financial statements for the fiscal quarter most recently ended prior to the Agreement Date, and sets forth all material adjustments thereto as of the Agreement Date occurring as a result of any transaction occurring after the date of such financial statements, and for each such Property, the current occupancy status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the status of completion of such Property.\u00a0 Except as indicated on Schedule 7.1(f) or other adjustments which are not material in amount, the Borrower, each other Loan Party and each other Subsidiary owns or leases the assets reflected in the most recent consolidated balance sheet of the Parent as of the date thereof or acquired or leased since that date (except property sold or otherwise disposed of in the ordinary course since such date).\u00a0 Except as set forth on Schedule 7.1(f), each of the Borrower and the Parent, each other Loan Party and each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in, its respective assets.", "references": ["Effectiveness", "Amendments", "Submission To Jurisdiction", "Death", "Definitions", "Titles", "Integration", "Entire Agreements", "Employment", "Vesting", "Taxes", "Compliance With Laws", "Approvals", "Indemnifications", "Disclosures", "Capitalization", "Positions", "Arbitration", "Anti-Corruption Laws", "Expenses", "General", "Releases", "Venues", "Records", "Costs", "Construction", "Defined Terms", "Transactions With Affiliates", "Further Assurances", "Binding Effects", "Liens"], "gold": ["Liens"]}
+{"input": "Except as otherwise provided in Section\u00a013.4 hereof, any legal action or proceeding with respect to this Agreement, the other Loan Documents or any other agreement, document or other instrument executed in connection herewith or therewith, or any action or proceeding to execute or otherwise enforce any judgment obtained against the Borrower or any of its properties, may be brought in the courts of the State of California in Los Angeles County, California, or in the federal courts of the United States for the Central District of California, as the Lender may elect, provided always that suit also may be brought in the courts of any country or place where the Borrower or any of its assets may be found, and, by execution and delivery of this Agreement, the Borrower irrevocably submits to each such jurisdiction. The Borrower irrevocably waives any objection which it may now or hereafter have to the venue of any suit, action or proceeding, arising out of or relating to this Agreement, the other Loan Documents or any other agreement, document or other instrument executed in connection herewith brought in the courts of the State of California in Los Angeles County, California, or in the federal courts of the United States for the Central District of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.", "references": ["Tax Withholdings", "Fees", "Headings", "Binding Effects", "Payments", "Withholdings", "Employment", "Benefits", "Expenses", "Non-Disparagement", "Enforceability", "Waivers", "Further Assurances", "Effective Dates", "Counterparts", "Disclosures", "Authorizations", "Transactions With Affiliates", "Capitalization", "Construction", "Brokers", "Survival", "Arbitration", "Intellectual Property", "Modifications", "Authority", "Taxes", "Governing Laws", "Organizations", "Notices", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "This Amendment, the LLC Agreement as amended hereby and those other documents expressly referred to herein or therein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.", "references": ["Closings", "Interests", "Venues", "Sales", "Agreements", "Publicity", "Financial Statements", "Effectiveness", "Confidentiality", "Defined Terms", "Integration", "Taxes", "Representations", "Powers", "Enforcements", "Submission To Jurisdiction", "Liens", "Erisa", "Titles", "Base Salary", "Miscellaneous", "Costs", "Capitalization", "Employment", "Survival", "Insurances", "Authorizations", "Assignments", "Counterparts", "Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Warrant may be modified or amended or the provisions hereof waived in accordance with the Purchase Agreement.", "references": ["Fees", "Titles", "Publicity", "Effective Dates", "Benefits", "Payments", "Cooperation", "Modifications", "Arbitration", "Records", "Assignments", "Vacations", "Participations", "Terms", "Waivers", "Assigns", "Governing Laws", "Further Assurances", "No Defaults", "Construction", "Death", "Solvency", "Brokers", "Interests", "Erisa", "Insurances", "Books", "Survival", "No Conflicts", "Notices", "Amendments"], "gold": ["Amendments"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY\u00a0HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,\u00a0IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION\u00a08.16.", "references": ["Duties", "Construction", "Subsidiaries", "Existence", "No Conflicts", "Vacations", "Closings", "Headings", "Submission To Jurisdiction", "Compliance With Laws", "Change In Control", "Tax Withholdings", "Sales", "General", "Effective Dates", "Confidentiality", "Arbitration", "Authorizations", "Agreements", "Transactions With Affiliates", "Anti-Corruption Laws", "Terms", "Participations", "Taxes", "Disability", "Books", "Binding Effects", "Vesting", "Indemnity", "Litigations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "If a provision of this Stock Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not), and that shall not affect the validity or enforceability in that jurisdiction of any other provision of this Stock Agreement; or the validity or enforceability in other jurisdictions of that or any other provision of this Stock Agreement.", "references": ["Governing Laws", "Agreements", "Books", "Effective Dates", "Duties", "Titles", "Definitions", "Powers", "Binding Effects", "Adjustments", "Notices", "Applicable Laws", "Publicity", "Counterparts", "Terms", "Sales", "Intellectual Property", "Releases", "Records", "Existence", "Headings", "Liens", "Financial Statements", "Positions", "No Conflicts", "Disability", "Compliance With Laws", "Warranties", "Interpretations", "Death", "Severability"], "gold": ["Severability"]}
+{"input": "This Second Amendment constitutes the entire agreement and understanding between the parties with respect to the subject of this Second Amendment and shall supersede all prior written and oral agreements concerning this subject matter.\u00a0 This Second Amendment may not be amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of BC Manager and BC Advisor.\u00a0 Each party acknowledges that it has read this Second Amendment, fully understands all of this Second Amendment\u2019s terms and conditions, and executes this Second Amendment freely, voluntarily and with full knowledge of its significance.\u00a0 Each party to this Second Amendment has had the opportunity to receive the advice of counsel prior to the execution hereof.", "references": ["No Conflicts", "Use Of Proceeds", "Subsidiaries", "Anti-Corruption Laws", "Payments", "Notices", "Cooperation", "Enforcements", "Financial Statements", "Tax Withholdings", "Assigns", "Modifications", "Insurances", "Indemnifications", "Vacations", "Vesting", "Compliance With Laws", "Miscellaneous", "Authorizations", "Participations", "Jurisdictions", "Change In Control", "Qualifications", "General", "Positions", "Brokers", "Severability", "Effective Dates", "Liens", "Existence", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall comprise but a single instrument.", "references": ["Tax Withholdings", "Compliance With Laws", "Agreements", "Adjustments", "Assignments", "Assigns", "Expenses", "Confidentiality", "Vesting", "Survival", "Waivers", "Warranties", "General", "No Waivers", "Non-Disparagement", "Authorizations", "Construction", "Insurances", "Disclosures", "Organizations", "Specific Performance", "Jurisdictions", "Consents", "Miscellaneous", "Death", "Remedies", "Venues", "Consent To Jurisdiction", "Publicity", "Defined Terms", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Interest shall be computed on the basis set forth in the Line of Credit Note or other instrument or document required hereby. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.", "references": ["No Waivers", "Successors", "Adjustments", "Assigns", "Approvals", "Litigations", "Enforceability", "Closings", "Governing Laws", "Duties", "Positions", "Terminations", "Releases", "Notices", "Brokers", "Authorizations", "Subsidiaries", "Solvency", "Confidentiality", "General", "Miscellaneous", "Survival", "Cooperation", "Severability", "No Defaults", "Counterparts", "Interests", "Tax Withholdings", "Submission To Jurisdiction", "Remedies", "Payments"], "gold": ["Payments"]}
+{"input": "By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury.\u00a0\u00a0By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.", "references": ["Non-Disparagement", "Applicable Laws", "Erisa", "Qualifications", "Transactions With Affiliates", "Employment", "Records", "Disability", "Publicity", "Further Assurances", "Enforcements", "Vacations", "Compliance With Laws", "Submission To Jurisdiction", "Definitions", "Modifications", "Death", "Governing Laws", "Amendments", "Effectiveness", "Benefits", "Survival", "Counterparts", "Releases", "Insurances", "Warranties", "Agreements", "Specific Performance", "Litigations", "Capitalization", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "In the event any one or more of the provisions contained in this Refinancing Amendment or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["Expenses", "Participations", "Existence", "Definitions", "Forfeitures", "Defined Terms", "Books", "Insurances", "Specific Performance", "Binding Effects", "Fees", "Remedies", "Approvals", "Transactions With Affiliates", "Withholdings", "Consent To Jurisdiction", "Interpretations", "Headings", "Disclosures", "Use Of Proceeds", "Benefits", "Capitalization", "Change In Control", "Integration", "Applicable Laws", "Qualifications", "Anti-Corruption Laws", "Indemnity", "Miscellaneous", "Effective Dates", "Severability"], "gold": ["Severability"]}
+{"input": "The Company and each of its subsidiaries shall use commercially reasonable efforts to maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Company and each of its subsidiaries shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable environmental laws, except where the failure to maintain or be in compliance with such permits, licenses and authorizations would not reasonably be expected to result in a Material Adverse Change.", "references": ["Consents", "Consent To Jurisdiction", "Base Salary", "Applicable Laws", "Organizations", "Survival", "General", "Headings", "Sanctions", "Subsidiaries", "Agreements", "Transactions With Affiliates", "Employment", "Anti-Corruption Laws", "Enforcements", "Interpretations", "Miscellaneous", "Enforceability", "Payments", "Intellectual Property", "Non-Disparagement", "No Defaults", "Closings", "Severability", "Positions", "Definitions", "No Conflicts", "Waivers", "Powers", "Brokers", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "During the Employment Term, the Company shall provide, at its sole expense, medical, dental, prescription and disability insurance coverage for the Executive.", "references": ["Vacations", "Venues", "Taxes", "No Waivers", "Use Of Proceeds", "Subsidiaries", "Forfeitures", "Qualifications", "Indemnifications", "Litigations", "Amendments", "Interests", "Base Salary", "Terminations", "Sanctions", "Enforceability", "Sales", "Arbitration", "Specific Performance", "Liens", "General", "Payments", "Assigns", "Organizations", "Adjustments", "Death", "Solvency", "Indemnity", "Defined Terms", "Withholdings", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Sublease and all the terms and conditions hereof shall be binding upon and inure to the benefit of Sublessor and Sublessee and their respective successors, legal representatives and assigns.", "references": ["Arbitration", "Fees", "Cooperation", "Indemnifications", "Entire Agreements", "Amendments", "Death", "Confidentiality", "Taxes", "Agreements", "Intellectual Property", "Enforcements", "Withholdings", "Defined Terms", "Compliance With Laws", "Use Of Proceeds", "Consents", "Forfeitures", "Jurisdictions", "Construction", "Enforceability", "Warranties", "Positions", "Vacations", "No Waivers", "Duties", "Terms", "Expenses", "Costs", "Integration", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Master Seller is duly formed, validly existing and in good standing under the laws and regulations of the state of Seller\u2019s formation. Master Seller is duly licensed, qualified, and in good standing in every state where such licensing or qualification is necessary for the transaction of Seller\u2019s business, except to the extent such failure would not reasonably be expected to result in a Material Adverse Effect. Seller has the power to own and hold the assets it purports to own and hold, to carry on its business as now being conducted and proposed to be conducted, and to execute, deliver, and perform its obligations under this Agreement and the other Transaction Documents.", "references": ["Erisa", "Subsidiaries", "Terms", "Liens", "Powers", "Assigns", "Change In Control", "Solvency", "Brokers", "Adjustments", "Survival", "No Conflicts", "Forfeitures", "Construction", "Fees", "Agreements", "General", "Definitions", "Governing Laws", "Books", "Existence", "Interests", "Insurances", "Indemnity", "Cooperation", "Integration", "Indemnifications", "Taxes", "Effectiveness", "No Waivers", "Organizations"], "gold": ["Organizations"]}
+{"input": "Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but such waiver shall not be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a subsequent waiver of, or estoppel with respect to, the same or any other term or by Applicable Law. Except as otherwise provided in Section 13.2(b), the failure of or delay on the part of any Party to enforce or insist upon compliance with or strict performance of any term or condition of this Agreement, or to take advantage of any of its rights thereunder, shall not constitute a waiver or relinquishment of any such terms, conditions, or rights, but the same shall be and remain at all times in full force and effect. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity.", "references": ["Publicity", "Payments", "Remedies", "Solvency", "Financial Statements", "Litigations", "Successors", "Vacations", "Organizations", "Amendments", "Indemnifications", "Entire Agreements", "Arbitration", "Survival", "Confidentiality", "Withholdings", "Warranties", "Anti-Corruption Laws", "Miscellaneous", "Defined Terms", "Powers", "Interpretations", "Governing Laws", "No Conflicts", "Intellectual Property", "Enforceability", "Titles", "Costs", "No Waivers", "Venues", "Waivers"], "gold": ["Waivers"]}
+{"input": "RS Group agrees to pay for all of its own expenses, including, without limitation, all expenses relating to telephone conferences, mailing and labor, other than expenses related to extraordinary items including travel, entertainment and other activities required by or specifically requested by the Company.", "references": ["Existence", "Indemnity", "Agreements", "Construction", "Integration", "Sanctions", "Assigns", "Waivers", "Tax Withholdings", "Indemnifications", "Duties", "Closings", "Solvency", "Liens", "No Defaults", "Books", "Death", "Terminations", "Approvals", "Disclosures", "Terms", "Modifications", "Jurisdictions", "Adjustments", "Use Of Proceeds", "Representations", "Compliance With Laws", "Authority", "Qualifications", "Publicity", "Expenses"], "gold": ["Expenses"]}
+{"input": "In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.", "references": ["Releases", "Survival", "Representations", "Compliance With Laws", "Costs", "General", "Applicable Laws", "Existence", "Construction", "Interests", "Counterparts", "Amendments", "Terminations", "Further Assurances", "Submission To Jurisdiction", "Expenses", "Consents", "Authority", "Specific Performance", "Qualifications", "Remedies", "Indemnity", "Intellectual Property", "Tax Withholdings", "Capitalization", "Waivers", "Vacations", "Cooperation", "Withholdings", "Indemnifications", "Severability"], "gold": ["Severability"]}
+{"input": "Except for the negligence or intentional misconduct of Landlord, its agents, employees or contractors, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord\u2019s agents, employees and contractors, from and against any and all losses, liabilities, damages, costs and expenses (including attorneys\u2019 fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in or about the Project and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant\u2019s obligations under this Paragraph 18.", "references": ["Jurisdictions", "Taxes", "Amendments", "Qualifications", "Solvency", "Further Assurances", "Confidentiality", "Warranties", "Litigations", "Successors", "Sanctions", "Survival", "Construction", "Transactions With Affiliates", "Intellectual Property", "Binding Effects", "Erisa", "Entire Agreements", "Modifications", "Terminations", "Authority", "Agreements", "General", "Counterparts", "Liens", "Death", "Fees", "Consent To Jurisdiction", "Titles", "Books", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "On the Closing Date and after giving effect to the initial Loans hereunder, the Loan Parties (on a consolidated basis) are Solvent.", "references": ["No Conflicts", "Definitions", "Terms", "Submission To Jurisdiction", "Transactions With Affiliates", "Records", "Applicable Laws", "Books", "Cooperation", "Terminations", "Governing Laws", "Closings", "Amendments", "Intellectual Property", "Powers", "Expenses", "Publicity", "Enforcements", "Consent To Jurisdiction", "Vacations", "Defined Terms", "Modifications", "Assignments", "Organizations", "Duties", "Employment", "Specific Performance", "Litigations", "Adjustments", "No Waivers", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy).", "references": ["Authorizations", "Waivers", "Qualifications", "Liens", "Interests", "Consent To Jurisdiction", "Disability", "Construction", "Subsidiaries", "No Defaults", "Assignments", "Payments", "Authority", "Fees", "Remedies", "Governing Laws", "Costs", "Death", "Effectiveness", "Waiver Of Jury Trials", "Entire Agreements", "Definitions", "Interpretations", "Tax Withholdings", "Employment", "Venues", "Powers", "Transactions With Affiliates", "Amendments", "Assigns", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The proceeds of the Loans shall be used by the Borrower for permitted capital expenditures, and for working capital and other general corporate purposes consistent with the covenants contained herein.", "references": ["Closings", "General", "Waivers", "Employment", "Approvals", "Assigns", "Liens", "Entire Agreements", "Arbitration", "Taxes", "Change In Control", "Positions", "Indemnity", "Submission To Jurisdiction", "Effective Dates", "Qualifications", "Effectiveness", "Benefits", "Organizations", "Records", "Fees", "Adjustments", "Duties", "Disclosures", "Survival", "Titles", "Death", "Participations", "Publicity", "Sales", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Note is to be construed and enforced in accordance with the laws of the State.", "references": ["Organizations", "Positions", "Indemnity", "Binding Effects", "Terms", "Survival", "Warranties", "Submission To Jurisdiction", "Brokers", "Cooperation", "Defined Terms", "Remedies", "Forfeitures", "Waivers", "Powers", "Books", "Entire Agreements", "Notices", "Confidentiality", "No Conflicts", "Headings", "Integration", "Titles", "Waiver Of Jury Trials", "Death", "Consent To Jurisdiction", "Construction", "General", "Insurances", "Interests", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company carries or is entitled to the benefits of insurance, with reputable insurers, and in such amounts and covering such risks which the Company believes are reasonably adequate, and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i)\u00a0to renew its existing insurance coverage as and when such policies expire or (ii)\u00a0to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.", "references": ["Forfeitures", "Interpretations", "Confidentiality", "Sanctions", "Cooperation", "Powers", "Consents", "Specific Performance", "Representations", "Consent To Jurisdiction", "Books", "Transactions With Affiliates", "Submission To Jurisdiction", "Counterparts", "Assignments", "Closings", "Miscellaneous", "Existence", "Terminations", "Releases", "Notices", "Survival", "Fees", "Sales", "Employment", "Effective Dates", "Waivers", "Approvals", "Indemnity", "Warranties", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each of the Settling Parties acknowledges and represents that such party: (a) has read this Settlement Agreement; (b) clearly understands this Agreement and each of its terms; (c) fully and unconditionally consents to the terms of this Agreement; (d) has had the benefit and advice of legal and other counsel of such party\u2019s own selection; (e) has executed this Agreement freely, with knowledge, and without duress; (f) is not relying upon any other representations either written or oral, express or implied, made by any person or entity; (g) agrees that the consideration received by such Settling Party has been actual and adequate; (h) is duly authorized and empowered to act on behalf of and to sign for such Settling Party.", "references": ["Litigations", "Confidentiality", "Warranties", "Duties", "Adjustments", "Records", "Further Assurances", "Forfeitures", "Remedies", "Authority", "Enforcements", "Qualifications", "Enforceability", "Assigns", "Costs", "Counterparts", "Approvals", "Participations", "Books", "No Defaults", "No Waivers", "Payments", "Headings", "Compliance With Laws", "Assignments", "Severability", "Brokers", "Subsidiaries", "Insurances", "Base Salary", "Representations"], "gold": ["Representations"]}
+{"input": "The Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes that are required to be withheld by the Company in respect to such payment or this Plan. To the extent permissible under Code Section 409A, the Company shall have the right to reduce any payment (or other Compensation) by the amount of cash sufficient to provide the amount of said taxes.", "references": ["Taxes", "Vesting", "Litigations", "Severability", "Jurisdictions", "Enforceability", "Non-Disparagement", "Forfeitures", "Insurances", "Notices", "Releases", "Subsidiaries", "Change In Control", "Assigns", "Disclosures", "Records", "Sanctions", "Further Assurances", "Tax Withholdings", "Consents", "Integration", "Employment", "Closings", "Cooperation", "Warranties", "No Waivers", "Organizations", "Confidentiality", "Approvals", "Liens", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Any notice to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered to, or sent by email, personal delivery or prepaid registered post addressed to, the respective addresses of the parties appearing on the first page of this Agreement (or to such other address as one party provides to the other in a notice given according to this paragraph). Where a notice is given by registered post it shall be conclusively deemed to be given and received on the fifth day after its deposit in a Canada post office any place in Canada.", "references": ["Sales", "Interests", "Brokers", "Integration", "Tax Withholdings", "Cooperation", "Terms", "Remedies", "Costs", "Governing Laws", "Financial Statements", "Solvency", "Litigations", "Counterparts", "Severability", "Expenses", "Intellectual Property", "Taxes", "Benefits", "Closings", "No Defaults", "Non-Disparagement", "Books", "Fees", "Publicity", "Disclosures", "Enforceability", "Assigns", "Approvals", "Duties", "Notices"], "gold": ["Notices"]}
+{"input": "With the exception of the Accrued Obligations set forth in Section\u00a02(a)(i), the obligation of the Company to pay any portion of the amounts due pursuant to Section\u00a02(a) of this Agreement is expressly conditioned on Executive\u2019s (i)\u00a0execution (on or within twenty-one (21)\u00a0days following the Separation Date) and non-revocation of the release attached as Exhibit A (the \u201c Release \u201d), and (ii)\u00a0Executive\u2019s compliance with the requirements of Sections 3 and 5(a). As used herein, the \u201c Release Effective Date \u201d is the date on which the Release becomes irrevocable (as provided in Section\u00a05 of the Release).", "references": ["Applicable Laws", "Indemnity", "Effectiveness", "Vacations", "Assigns", "Publicity", "Fees", "Amendments", "Consents", "Litigations", "Disability", "Interpretations", "Powers", "Definitions", "Enforceability", "Authority", "Employment", "No Defaults", "Cooperation", "Capitalization", "Further Assurances", "Authorizations", "Terminations", "Remedies", "Waivers", "Headings", "Warranties", "Subsidiaries", "Adjustments", "Death", "Releases"], "gold": ["Releases"]}
+{"input": "Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time plus the then-current Applicable Margin for Revolving Loans that are Base Rate Loans or at such other rate or rates as the Borrower and the applicable Swingline Lender may agree from time to time in writing.\u00a0 Interest on a Swingline Loan is solely for the account of the Swingline Lender that made such Swingline Loan (except to the extent a Revolving Lender acquires a participating interest in such Swingline Loan pursuant to the immediately following subsection (e)).\u00a0 All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section\u00a02.5. with respect to interest on Revolving Loans that are Base Rate Loans (except as the applicable Swingline Lender and the Borrower may otherwise agree in writing in connection with any particular Swingline Loan made by such Swingline Lender).", "references": ["Assignments", "Disclosures", "Indemnity", "Definitions", "Construction", "Enforcements", "Remedies", "Vacations", "Benefits", "Capitalization", "Liens", "Integration", "Use Of Proceeds", "Disability", "Effectiveness", "Miscellaneous", "Closings", "Venues", "No Conflicts", "Governing Laws", "Entire Agreements", "General", "Insurances", "Costs", "Brokers", "Non-Disparagement", "Powers", "Participations", "Amendments", "Positions", "Interests"], "gold": ["Interests"]}
+{"input": "Employee will make and maintain, and not destroy, notes and other records related to the conception, creation, discovery, and other development of Company Intellectual Property. These records shall be considered the exclusive property of the Employer and are covered by Paragraphs 1 and 3 above. During employment and for a period of one (1) year thereafter, Employee will promptly disclose to the Employer (without revealing the trade secrets of any third party) any Intellectual Property that Employee creates, conceives, or contributes to, alone or with others, that involve, result from, relate to, or may reasonably be anticipated to have some relationship to the line of business the Employer is engaged in or its actual or demonstrably anticipated research or development activity.", "references": ["Terminations", "Representations", "Interpretations", "No Waivers", "Construction", "Consent To Jurisdiction", "Assigns", "Taxes", "Non-Disparagement", "Financial Statements", "Existence", "Insurances", "Compliance With Laws", "Specific Performance", "Warranties", "Powers", "Indemnity", "Effectiveness", "Enforceability", "Venues", "Authority", "Vacations", "Authorizations", "Modifications", "Brokers", "Expenses", "Solvency", "Assignments", "Erisa", "Waivers", "Records"], "gold": ["Records"]}
+{"input": "In addition, you will be eligible to participate in regular health insurance, bonus and other employee benefit plans established by the Company. A brief summary of the benefits currently offered is attached to this letter as Appendix A .", "references": ["Litigations", "Sanctions", "Base Salary", "Books", "Further Assurances", "Taxes", "Confidentiality", "Closings", "Entire Agreements", "Vesting", "Expenses", "Participations", "Publicity", "Liens", "Payments", "Solvency", "Capitalization", "Authority", "Change In Control", "No Waivers", "Governing Laws", "Disclosures", "Death", "Tax Withholdings", "Terminations", "Interpretations", "Intellectual Property", "Construction", "General", "Integration", "Benefits"], "gold": ["Benefits"]}
+{"input": "Captions and paragraph headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret the scope of this Agreement or of any particular section.", "references": ["Sales", "Severability", "Powers", "Construction", "Modifications", "Effectiveness", "Indemnifications", "Integration", "Financial Statements", "Consents", "Definitions", "Vesting", "Remedies", "Books", "Disability", "Terminations", "Insurances", "Erisa", "Specific Performance", "Releases", "Warranties", "Enforceability", "Governing Laws", "Venues", "Fees", "Records", "Assignments", "Brokers", "Costs", "Forfeitures", "Headings"], "gold": ["Headings"]}
+{"input": "Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to such terms in Exhibit B .", "references": ["Withholdings", "Assigns", "Integration", "Closings", "Disability", "Consent To Jurisdiction", "Specific Performance", "Assignments", "Vacations", "Powers", "Benefits", "No Conflicts", "Anti-Corruption Laws", "Duties", "Arbitration", "Records", "Warranties", "Forfeitures", "Non-Disparagement", "Participations", "Headings", "General", "Solvency", "Adjustments", "Terms", "Qualifications", "Governing Laws", "Waivers", "Indemnity", "Publicity", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "(a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a \u201c Benefitted Lender \u201d) shall receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set\u2011off, pursuant to events or proceedings of the nature referred to in Section 8.1(f), or otherwise), in a greater proportion than any such payment to or Collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such Collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such Collateral ratably with each of the Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.", "references": ["Further Assurances", "Intellectual Property", "Sales", "Sanctions", "Effective Dates", "Cooperation", "Remedies", "Forfeitures", "Authority", "Fees", "Change In Control", "Participations", "Indemnity", "Death", "Insurances", "Jurisdictions", "Assignments", "Agreements", "Withholdings", "Consents", "Powers", "Expenses", "Interpretations", "Solvency", "Survival", "No Waivers", "Costs", "Assigns", "Payments", "Anti-Corruption Laws", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "GSI has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business as currently conducted and own and operate its assets, except where the failure to have such permits would not reasonably be expected to have an Adverse Effect. To GSI\u2019s Knowledge, GSI is not in violation of any federal, state or local law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous waste, land use or similar matters) relating to its business or its properties.", "references": ["Entire Agreements", "Successors", "Subsidiaries", "Participations", "Authority", "Arbitration", "Adjustments", "Jurisdictions", "Duties", "Assigns", "Taxes", "Financial Statements", "Confidentiality", "Definitions", "Amendments", "Specific Performance", "Disclosures", "Venues", "Interests", "Warranties", "Disability", "Releases", "Non-Disparagement", "Intellectual Property", "Approvals", "Records", "Sanctions", "Solvency", "Organizations", "Benefits", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Executive agrees that Executive will not, directly or indirectly, use, copy, disclose, distribute or otherwise make use of on her own behalf or on behalf of any other person or entity (i)\u00a0any Confidential Information for a period of five (5)\u00a0years after the Termination Date or (ii)\u00a0any Trade Secret at any time such information constitutes a trade secret under applicable law. Executive shall promptly return to Company all documents and items in the Executive\u2019s possession or under the Executive\u2019s control which contain any Confidential Information or Trade Secrets. Notwithstanding the foregoing, the Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that (i)\u00a0is made (A)\u00a0in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney, and (B)\u00a0solely for purposes of reporting or investigating a suspected violation of law, or (ii)\u00a0is made in a complaint or other document filed in a lawsuit or other proceeding filed in a lawsuit or other proceeding, if such filing is made under seal. If the Executive files a lawsuit for retaliation by Company for reporting a suspected violation of law, the Executive may disclose the Trade Secret to the Executive\u2019s attorney and use the Trade Secret in the court proceeding, if the Executive (i)\u00a0files any document containing the Trade Secret under seal and (ii)\u00a0does not disclose the Trade Secret, except pursuant to court order.", "references": ["Closings", "Financial Statements", "Consent To Jurisdiction", "Solvency", "Severability", "Withholdings", "Venues", "Definitions", "Powers", "Liens", "Waivers", "Insurances", "Waiver Of Jury Trials", "Non-Disparagement", "Sanctions", "Miscellaneous", "Duties", "Releases", "Agreements", "Sales", "Assigns", "Payments", "Publicity", "Qualifications", "Warranties", "Tax Withholdings", "Modifications", "Organizations", "No Waivers", "Death", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Article and Section headings in this Agreement are included herein for convenience of reference only, shall not constitute a part of this Agreement for any other purpose and shall not be deemed to affect the meaning or construction of any of the provisions hereof.", "references": ["Sales", "Compliance With Laws", "Capitalization", "Organizations", "Tax Withholdings", "Fees", "Erisa", "Brokers", "Base Salary", "Transactions With Affiliates", "Agreements", "Terms", "Benefits", "Positions", "Employment", "Terminations", "No Defaults", "Intellectual Property", "Entire Agreements", "Integration", "Modifications", "Payments", "Financial Statements", "Sanctions", "Assigns", "Solvency", "Survival", "Publicity", "Defined Terms", "Specific Performance", "Headings"], "gold": ["Headings"]}
+{"input": "Employees, Consultants, non-employee directors and other service providers of the Company and its Affiliates shall be eligible to be selected to receive Stock Awards under the Plan; provided , that ISOs may only be granted to employees of the Company or any subsidiary corporation, as defined in Section\u00a0424(f) of the Code, of the Company.", "references": ["Non-Disparagement", "Terms", "Notices", "Interests", "Binding Effects", "Benefits", "No Waivers", "Venues", "Tax Withholdings", "Compliance With Laws", "No Defaults", "Sales", "No Conflicts", "Insurances", "Base Salary", "Erisa", "Consent To Jurisdiction", "Records", "Sanctions", "Costs", "Intellectual Property", "Existence", "Remedies", "Confidentiality", "Consents", "Financial Statements", "Death", "Assignments", "Successors", "Approvals", "Participations"], "gold": ["Participations"]}
+{"input": "Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.", "references": ["Effective Dates", "Transactions With Affiliates", "Capitalization", "Assignments", "Agreements", "Definitions", "Financial Statements", "Existence", "Publicity", "Sanctions", "Confidentiality", "Interests", "Binding Effects", "Integration", "Warranties", "Expenses", "Headings", "Use Of Proceeds", "Authority", "Submission To Jurisdiction", "Brokers", "Successors", "Powers", "Sales", "Releases", "Insurances", "Disability", "Records", "Litigations", "Consent To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney\u2019s fees, judgments, fines, settlements and other legally permissible amounts (\u201c Losses \u201d), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys\u2019 fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non- appealable judgment or settlement that you are not entitled to be indemnified by the Company.", "references": ["Existence", "Expenses", "Amendments", "Anti-Corruption Laws", "Consent To Jurisdiction", "Assigns", "Organizations", "Counterparts", "Sanctions", "Publicity", "Agreements", "Qualifications", "General", "Authority", "Forfeitures", "Effectiveness", "Defined Terms", "Specific Performance", "Fees", "Sales", "Enforcements", "Payments", "Benefits", "No Conflicts", "Duties", "Successors", "Capitalization", "Death", "Base Salary", "Approvals", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 (to the extent applicable) and other similar applicable anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws.", "references": ["Submission To Jurisdiction", "Enforceability", "Jurisdictions", "Interests", "Compliance With Laws", "Construction", "Existence", "Consent To Jurisdiction", "Taxes", "Representations", "Severability", "Publicity", "Erisa", "Survival", "Powers", "Waiver Of Jury Trials", "Subsidiaries", "Use Of Proceeds", "Litigations", "Closings", "Authority", "No Defaults", "Authorizations", "Books", "Agreements", "Cooperation", "Binding Effects", "Warranties", "Death", "Governing Laws", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph\u00a0(e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph\u00a0in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Definitions", "Solvency", "Submission To Jurisdiction", "Indemnity", "Entire Agreements", "Intellectual Property", "Records", "Governing Laws", "No Defaults", "Survival", "Sanctions", "Vacations", "Qualifications", "Compliance With Laws", "Enforcements", "Positions", "Modifications", "Remedies", "Agreements", "Effective Dates", "Brokers", "Duties", "Venues", "Specific Performance", "Representations", "No Conflicts", "Capitalization", "Titles", "Cooperation", "Consent To Jurisdiction", "Participations"], "gold": ["Participations"]}
+{"input": "Except as otherwise provided in this Agreement, all amounts due under this Section shall be payable not later than ten (10) Business following demand therefor.", "references": ["Titles", "Construction", "Severability", "Waiver Of Jury Trials", "Powers", "Consents", "Waivers", "Intellectual Property", "Enforceability", "No Defaults", "Jurisdictions", "Entire Agreements", "Interpretations", "Survival", "Further Assurances", "Venues", "Sales", "Existence", "Authority", "Liens", "Solvency", "Compliance With Laws", "Expenses", "Duties", "Applicable Laws", "Vesting", "Approvals", "Costs", "Vacations", "Use Of Proceeds", "Payments"], "gold": ["Payments"]}
+{"input": "Headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.", "references": ["Approvals", "Counterparts", "Subsidiaries", "Construction", "Entire Agreements", "Forfeitures", "Transactions With Affiliates", "Fees", "Organizations", "General", "Base Salary", "Qualifications", "No Waivers", "Expenses", "Assigns", "Governing Laws", "Specific Performance", "Effective Dates", "Confidentiality", "Litigations", "Amendments", "Titles", "Positions", "Powers", "Change In Control", "Enforceability", "Survival", "Intellectual Property", "Brokers", "Liens", "Headings"], "gold": ["Headings"]}
+{"input": "Capitalized terms used herein shall have the meanings set forth in this Section \u200e1.", "references": ["Consents", "Waivers", "Interpretations", "Vesting", "Base Salary", "Duties", "Interests", "Consent To Jurisdiction", "Positions", "Arbitration", "Books", "Counterparts", "Change In Control", "Cooperation", "Closings", "Powers", "Amendments", "Adjustments", "Insurances", "Brokers", "Vacations", "General", "Financial Statements", "Releases", "Death", "Subsidiaries", "Forfeitures", "Fees", "Successors", "Litigations", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects with all applicable laws (including all Environmental Laws, ERISA, the Code, Regulation U and Regulations T and X of the FRB), rules, regulations, orders and decrees of a material nature of any Governmental Authority or arbitrator other than any such laws, rules, regulations, orders and decrees contested by appropriate actions or proceedings diligently pursued, if adequate reserves in conformity with GAAP and satisfactory to the Agent are established with respect thereto and except for violations which could not reasonably be expected to have a Material Adverse Effect.", "references": ["Duties", "No Defaults", "Sanctions", "Representations", "Successors", "Expenses", "Vesting", "Indemnifications", "Submission To Jurisdiction", "Use Of Proceeds", "Definitions", "Effectiveness", "Tax Withholdings", "Governing Laws", "Base Salary", "Titles", "Disability", "Indemnity", "Further Assurances", "No Waivers", "Assigns", "Terms", "Liens", "Participations", "Forfeitures", "Severability", "Cooperation", "Modifications", "Terminations", "Books", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company and its Affiliates shall have the right to deduct from all amounts payable to the Participant (whether under the Plan or otherwise) any amount of taxes required by law to be withheld in respect of settlement of the vested Total Performance Units, as may be necessary in the opinion of the Company to satisfy tax withholding required by law to be withheld. Unless otherwise determined by the Committee, the Company will meet such obligations with respect to the settlement and payment of any vested Total Performance Units by having the Company withhold the least number of whole shares of Common Stock having a Fair Market Value sufficient to satisfy the amount required to be withheld in respect of settlement and payment of the vested Total Performance Units.", "references": ["Participations", "Waiver Of Jury Trials", "Use Of Proceeds", "General", "Interests", "Financial Statements", "Specific Performance", "Modifications", "Transactions With Affiliates", "Representations", "Capitalization", "Confidentiality", "Indemnity", "Authority", "Integration", "Effective Dates", "Duties", "Brokers", "Enforceability", "Entire Agreements", "No Conflicts", "No Waivers", "Sales", "Payments", "Fees", "Expenses", "Base Salary", "Miscellaneous", "Binding Effects", "Subsidiaries", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "At Consultant\u2019s option, Consultant (i) shall be able to continue using the Company\u2019s 2014 Ford Expedition (the \u201c Company Vehicle \u201d) as a company vehicle for the duration of this Agreement or (ii) shall purchase the Company Vehicle for an amount equal to the outstanding indebtedness relating to the Company Vehicle, together with a vehicle allowance from the Company of $650 per month ($7,800 per year in the aggregate) in consulting fees to cover vehicle expenses.", "references": ["Binding Effects", "Approvals", "Disability", "Interests", "Terms", "Successors", "Subsidiaries", "Participations", "Withholdings", "Cooperation", "Enforceability", "Positions", "Arbitration", "Litigations", "Applicable Laws", "Modifications", "Compliance With Laws", "Agreements", "Duties", "Organizations", "Entire Agreements", "Integration", "Base Salary", "Existence", "Change In Control", "Vesting", "Consent To Jurisdiction", "Adjustments", "Assignments", "Payments", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Amendment may be executed in any number of counterparts on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.", "references": ["Litigations", "Terminations", "Modifications", "Specific Performance", "Consent To Jurisdiction", "Forfeitures", "Interpretations", "Solvency", "Effective Dates", "Binding Effects", "Base Salary", "Compliance With Laws", "Death", "Tax Withholdings", "Integration", "Payments", "Cooperation", "General", "Notices", "Arbitration", "Vesting", "Authorizations", "Disability", "Terms", "Sanctions", "Records", "Severability", "Withholdings", "Agreements", "Indemnifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, material adverse effect or other similar term, which shall be true and correct in all respects) of the Closing with the same force and effect as though made as of the Closing (except that representations and warranties made as of a specific date shall be true and correct in all material respects (except as aforesaid) on such date); the Seller shall have in all material respects performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by the Seller on or prior to the Closing.", "references": ["Death", "Defined Terms", "Non-Disparagement", "Specific Performance", "Vesting", "No Waivers", "Liens", "Survival", "Amendments", "Transactions With Affiliates", "Change In Control", "Integration", "No Defaults", "Financial Statements", "No Conflicts", "Participations", "Disclosures", "Notices", "Submission To Jurisdiction", "Payments", "Adjustments", "Successors", "Consents", "Counterparts", "Existence", "Governing Laws", "Effective Dates", "Indemnity", "Effectiveness", "Definitions", "Representations"], "gold": ["Representations"]}
+{"input": "No representation or warranty by the Parent contained in this Agreement, and no statement contained in the any document, certificate or other instrument delivered or to be delivered by or on behalf of the Parent pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. The Parent has disclosed to the Company all material information relating to the business of the Parent or any of its Subsidiaries or the transactions contemplated by this Agreement.", "references": ["Disability", "Books", "Qualifications", "Use Of Proceeds", "General", "Brokers", "Liens", "Authority", "Submission To Jurisdiction", "Publicity", "Releases", "Terms", "Further Assurances", "No Conflicts", "Costs", "Withholdings", "Powers", "Solvency", "Miscellaneous", "Expenses", "Warranties", "Base Salary", "Records", "Arbitration", "Vesting", "Organizations", "Jurisdictions", "Approvals", "Indemnity", "Death", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except as otherwise expressly provided in this Agreement, each party shall bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.", "references": ["Enforceability", "Terms", "Submission To Jurisdiction", "Erisa", "Further Assurances", "Governing Laws", "Intellectual Property", "Titles", "Jurisdictions", "Terminations", "Indemnity", "Organizations", "Liens", "Interpretations", "No Defaults", "Effective Dates", "Books", "Assignments", "Authority", "Arbitration", "Cooperation", "Approvals", "Releases", "Assigns", "Capitalization", "Warranties", "Fees", "Duties", "Headings", "Specific Performance", "Expenses"], "gold": ["Expenses"]}
+{"input": "Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both Grantee and the Company.", "references": ["Confidentiality", "Governing Laws", "No Defaults", "Publicity", "Assigns", "Venues", "Agreements", "Terms", "Modifications", "Base Salary", "Enforcements", "Vacations", "Sales", "Successors", "Interests", "Qualifications", "No Conflicts", "Binding Effects", "Non-Disparagement", "Construction", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Intellectual Property", "Effective Dates", "Specific Performance", "Use Of Proceeds", "Solvency", "Duties", "Enforceability", "Participations", "Amendments"], "gold": ["Amendments"]}
+{"input": "The headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret the scope of this Agreement or of any particular paragraph.", "references": ["No Conflicts", "Specific Performance", "Effectiveness", "Consents", "Consent To Jurisdiction", "Sales", "Representations", "Survival", "Disclosures", "Enforceability", "Records", "Organizations", "Benefits", "Interpretations", "Binding Effects", "No Waivers", "Insurances", "Definitions", "Authorizations", "Interests", "General", "Effective Dates", "Litigations", "Books", "Financial Statements", "Forfeitures", "Solvency", "Duties", "Qualifications", "Approvals", "Headings"], "gold": ["Headings"]}
+{"input": "Each Loan Party will not, and will not permit any of its Subsidiaries to, use the proceeds of any Loan made hereunder for any purpose other than (a)\u00a0on the Closing Date, (i)\u00a0to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses or any other amount owing under or in connection with the Existing Credit Facility, and (ii)\u00a0to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, in each case, as set forth in the Flow of Funds Agreement, and (b)\u00a0thereafter, consistent with the terms and conditions hereof, for general corporate purposes; provided that (x)\u00a0no part of the proceeds of the Loans will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors, (y)\u00a0no part of the proceeds of any Loan or Letter of Credit will be used, directly or, to its knowledge after due care and inquiry, indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person, and (z)\u00a0that no part of the proceeds of any Loan or Letter of Credit will be used, directly or, to its knowledge after due care and inquiry, indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.", "references": ["Indemnifications", "Specific Performance", "Forfeitures", "Indemnity", "Assigns", "Insurances", "Headings", "Effective Dates", "No Defaults", "Miscellaneous", "Benefits", "Sanctions", "Costs", "Defined Terms", "Fees", "Brokers", "Submission To Jurisdiction", "Definitions", "Tax Withholdings", "Applicable Laws", "Releases", "Warranties", "Transactions With Affiliates", "Interests", "Waiver Of Jury Trials", "Solvency", "Existence", "Records", "Successors", "Entire Agreements", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "(a) Unless previously terminated, the Revolving Facility Commitments of each Class shall terminate on the applicable Maturity Date for such Class.", "references": ["Further Assurances", "Submission To Jurisdiction", "Organizations", "Agreements", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Tax Withholdings", "Cooperation", "Vesting", "Non-Disparagement", "Headings", "Use Of Proceeds", "Powers", "Liens", "Specific Performance", "Miscellaneous", "Releases", "Existence", "Effectiveness", "Records", "Governing Laws", "Defined Terms", "Amendments", "Intellectual Property", "Enforceability", "Employment", "Costs", "Payments", "Vacations", "Financial Statements", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i)\u00a0trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange; (ii)\u00a0a banking moratorium shall have been declared either by U.S. federal or New York State authorities; (iii)\u00a0there shall have occurred a material disruption in commercial banking or securities settlement or clearance services; or (iv)\u00a0there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis, in each case, the effect of which on financial markets is such as to make it, in the sole judgment of the Representative impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).", "references": ["Cooperation", "Powers", "Organizations", "Consent To Jurisdiction", "Remedies", "Sales", "Indemnity", "Positions", "Closings", "Agreements", "Enforcements", "Titles", "Defined Terms", "Confidentiality", "Publicity", "Intellectual Property", "Assigns", "Fees", "Applicable Laws", "Benefits", "Records", "Definitions", "Liens", "Litigations", "Jurisdictions", "Effective Dates", "Vacations", "No Conflicts", "Subsidiaries", "Transactions With Affiliates", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any notice or communication under this Agreement must be in writing and given by (i)\u00a0deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii)\u00a0delivery in person or by courier service providing evidence of delivery, or (iii)\u00a0transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066,\u00a0and, if to any Holder, at such Holder\u2019s address or facsimile number as set forth in the Company\u2019s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)\u00a0days after delivery of such notice as provided in this\u00a0 Section\u00a05.1 .", "references": ["Closings", "Titles", "Consents", "Sales", "Warranties", "Interests", "Successors", "Vesting", "Financial Statements", "Existence", "Assignments", "No Conflicts", "Tax Withholdings", "Employment", "Specific Performance", "Anti-Corruption Laws", "Approvals", "Erisa", "Transactions With Affiliates", "Terms", "Applicable Laws", "Expenses", "No Waivers", "Indemnity", "Withholdings", "Arbitration", "Effectiveness", "Payments", "Use Of Proceeds", "Headings", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Agreement may be delivered by facsimile and by scanned .pdf image.", "references": ["Approvals", "Vacations", "Erisa", "No Waivers", "Terminations", "Integration", "Use Of Proceeds", "Withholdings", "Enforceability", "Benefits", "Authorizations", "Positions", "Remedies", "Indemnifications", "Subsidiaries", "Entire Agreements", "Further Assurances", "Liens", "Headings", "Consent To Jurisdiction", "Waivers", "Warranties", "Effectiveness", "Applicable Laws", "Intellectual Property", "Payments", "Definitions", "Publicity", "Qualifications", "Change In Control", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by any Group Member of the Loan Documents to which it is a party, for the borrowing of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit hereunder, or for the validity or enforceability against any Group Member of any of the Loan Documents to which it is a party, except for (a)\u00a0those that have been obtained or made and are in effect and (b)\u00a0 the recording and filing of financing statements and the Security Instruments as required by this Agreement.", "references": ["Sanctions", "Employment", "Consent To Jurisdiction", "General", "Tax Withholdings", "Positions", "Arbitration", "Interpretations", "Compliance With Laws", "Solvency", "Remedies", "Records", "Miscellaneous", "Venues", "Withholdings", "Benefits", "Authorizations", "Assigns", "Jurisdictions", "Duties", "Confidentiality", "Anti-Corruption Laws", "Disability", "Waiver Of Jury Trials", "Forfeitures", "Erisa", "Transactions With Affiliates", "Change In Control", "Effective Dates", "Expenses", "Approvals"], "gold": ["Approvals"]}
+{"input": "(a) This Agreement may be terminated with respect to the Securities to be purchased on the Closing Date, by the Representative by notifying the Company at any time at or before the Closing Date, in the absolute discretion of the Representative if: (i) in the judgment of the Representative, there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the reasonable opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (iii) trading of any securities issued or guaranteed by the Company shall have been suspended on the NASDAQ Capital Market; (iv) trading in the Common Stock or any securities of the Company has been suspended or materially limited by the Commission or trading generally on the New York Stock Exchange, Inc. or the NASDAQ Capital Market has been suspended or materially limited, or minimum or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, FINRA, or any other governmental or regulatory authority; (v) a banking moratorium has been declared by any state or federal authority; or (vi) in the reasonable judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Offering Memorandum, any Material Adverse Effect.", "references": ["Organizations", "Effectiveness", "Sanctions", "No Defaults", "Construction", "Fees", "Assigns", "Remedies", "Effective Dates", "Approvals", "Enforceability", "Consent To Jurisdiction", "Survival", "Duties", "Closings", "Sales", "Waiver Of Jury Trials", "Payments", "Indemnifications", "Non-Disparagement", "Terms", "Enforcements", "Compliance With Laws", "Specific Performance", "Confidentiality", "Applicable Laws", "Severability", "Further Assurances", "Indemnity", "Financial Statements", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company shall pay to the Collateral Agent reasonable compensation for its services and shall reimburse the Collateral Agent upon request for all reasonable out \u2011of \u2011pocket expenses incurred by it.\u00a0\u00a0Such expenses may include the reasonable compensation and expenses of the Collateral Agent\u2019s agents and attorneys.", "references": ["Consents", "Authorizations", "Employment", "Subsidiaries", "Waiver Of Jury Trials", "Warranties", "Qualifications", "Death", "Remedies", "Publicity", "Powers", "Survival", "Financial Statements", "Modifications", "Positions", "Solvency", "Records", "Litigations", "Disclosures", "Indemnifications", "Submission To Jurisdiction", "Entire Agreements", "Notices", "Counterparts", "Costs", "Existence", "Payments", "Approvals", "Titles", "Defined Terms", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "You will be a full-time, \u201cat-will\u201d employee of the Company and your employment is not for a specified term, which means that you or the Company is free to terminate the employment relationship at any time, for any reason.", "references": ["Death", "Venues", "Disclosures", "Interpretations", "Benefits", "Positions", "Consent To Jurisdiction", "Duties", "Survival", "Consents", "Cooperation", "No Defaults", "Sanctions", "Construction", "Qualifications", "Indemnity", "Entire Agreements", "Governing Laws", "Applicable Laws", "Authority", "Closings", "Titles", "Costs", "Approvals", "Brokers", "Use Of Proceeds", "Submission To Jurisdiction", "Sales", "Severability", "Further Assurances", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement and the Option Agreements constitute the entire agreement of the parties with regard to its subject matter, and supersede all previous written or oral representations, agreements and understandings between the parties. Nothing contained herein shall relieve Advisor of any obligations under that certain Employee Non-Solicitation, Non-Competition, Confidential Information and Inventions Assignment Agreement executed by Advisor in connection with the commencement of Advisor\u2019s employment with the Company.", "references": ["No Conflicts", "Authorizations", "Terminations", "Assignments", "Insurances", "Payments", "Interpretations", "Severability", "Integration", "Arbitration", "Employment", "No Waivers", "Erisa", "Approvals", "Litigations", "Fees", "Anti-Corruption Laws", "No Defaults", "Applicable Laws", "Indemnity", "Indemnifications", "Further Assurances", "Tax Withholdings", "Existence", "Qualifications", "Duties", "Costs", "Survival", "Financial Statements", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Guarantors or the Initial Purchasers.", "references": ["Solvency", "Submission To Jurisdiction", "Defined Terms", "Qualifications", "Interests", "Titles", "Enforcements", "Releases", "General", "Indemnity", "Authority", "Amendments", "Positions", "Enforceability", "Definitions", "Notices", "Cooperation", "Sales", "Change In Control", "Counterparts", "Anti-Corruption Laws", "No Conflicts", "Warranties", "Litigations", "Disability", "Construction", "Headings", "Terminations", "Consent To Jurisdiction", "Duties", "Survival"], "gold": ["Survival"]}
+{"input": "This arrangements set forth under this Section\u00a04.8 may be terminated by any of the Partners at any time, with or without cause, by delivering written notice of such termination to the General Partner.", "references": ["Records", "Vacations", "Existence", "Further Assurances", "Death", "No Conflicts", "Assigns", "Approvals", "Releases", "Disclosures", "Interests", "Headings", "Cooperation", "Litigations", "Expenses", "Financial Statements", "Capitalization", "Survival", "Costs", "Remedies", "Definitions", "Defined Terms", "Closings", "Enforcements", "Arbitration", "Withholdings", "Publicity", "Authorizations", "Fees", "Powers", "Terminations"], "gold": ["Terminations"]}
+{"input": "Tenant shall procure and maintain, at all times and at its expense, in a form and with an insurance company acceptable to Landlord, Commercial General Liability Insurance for the Premises. Such coverage shall (a)\u00a0have a single limit of not less than $2,000,000.00 for each occurrence (or such greater amount over time so as to be commercially reasonable) and shall provide for a deductible of not more than $5,000.00, (b) cover Tenant\u2019s contractual liability hereunder, (c)\u00a0cover Tenant and Landlord for liability arising out of work performed by any third parties for Tenant in or about the Premises, (d)\u00a0name the Landlord Entities as additional insureds, and (e)\u00a0be considered primary and noncontributory, regardless of any insurance carried by Landlord. Any property insurance maintained by Tenant on its furniture, fixtures, equipment and personal property shall include a waiver of subrogation in favor of Landlord. Tenant shall deliver certificates of insurance evidencing the insurance required hereinabove to Landlord simultaneously with the execution of this Lease by Tenant, which certificates shall reflect that the policies shall not be canceled without at least thirty (30)\u00a0days prior notice to Landlord. If Tenant fails to obtain the necessary coverages, Landlord may do so at Tenant\u2019s expense and the same shall constitute additional rental. All insurance certificates should be delivered to Landlord\u2019s Risk Management Department, Three Commercial Place, Norfolk, Virginia 23510, simultaneously with the execution of this Lease by Tenant. The minimum limits of insurance provided for hereunder are not intended to be a limitation on the liability of Tenant hereunder and shall not waive Landlord\u2019s right to seek a full recovery from Tenant.", "references": ["Severability", "Remedies", "Terminations", "Effective Dates", "Vacations", "Employment", "Non-Disparagement", "Governing Laws", "Closings", "Compliance With Laws", "Liens", "Intellectual Property", "Submission To Jurisdiction", "Defined Terms", "Records", "Financial Statements", "Jurisdictions", "Adjustments", "Solvency", "Indemnifications", "Authority", "Duties", "Tax Withholdings", "Amendments", "Integration", "Applicable Laws", "Withholdings", "Counterparts", "Entire Agreements", "Headings", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Issuing Bank or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Issuing Bank as determined by a final judgment of a court of competent jurisdiction, or (B) the wrongful dishonor by the Issuing Bank or any of the Issuing Bank's Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Official Body.", "references": ["Duties", "Anti-Corruption Laws", "Books", "Brokers", "Base Salary", "Benefits", "Indemnifications", "Withholdings", "General", "Entire Agreements", "Disability", "Warranties", "Confidentiality", "Specific Performance", "Terms", "Payments", "Adjustments", "Binding Effects", "Non-Disparagement", "Death", "Assignments", "Forfeitures", "Waiver Of Jury Trials", "Authority", "Survival", "Enforcements", "Tax Withholdings", "Cooperation", "Financial Statements", "Expenses", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Any dispute or claim arising out of or in connection with your employment with the Company (except with regard to enforcement of the Confidentiality Agreement) will be finally settled by arbitration in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree that this Agreement evidences a transaction involving interstate commerce and that the operation, interpretation and enforcement of this arbitration provision, the procedures to be used in conducting an arbitration pursuant to this arbitration provision, and the confirmation of any award issued to either party by reason of such arbitration, is governed exclusively by the Federal Arbitration Act, 9 U.S.C. \u00a7 21 et seq. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.", "references": ["Enforceability", "General", "Construction", "Withholdings", "Assignments", "Titles", "Venues", "Confidentiality", "Expenses", "Integration", "Defined Terms", "Brokers", "Duties", "Notices", "Insurances", "Positions", "Solvency", "Sanctions", "Liens", "Change In Control", "Closings", "Disability", "Cooperation", "Submission To Jurisdiction", "Costs", "Taxes", "Intellectual Property", "Vacations", "Authority", "Organizations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "No Default or Event of Default exists under or with respect to the Transaction Documents.\u00a0 To Seller\u2019s knowledge, there are no post-Transaction facts or circumstances that have a Material Adverse Effect on any Purchased Asset that Seller has not notified Buyer of in writing.", "references": ["Further Assurances", "Capitalization", "Remedies", "Waivers", "Transactions With Affiliates", "Applicable Laws", "Integration", "Change In Control", "Vacations", "Representations", "Death", "Disability", "Submission To Jurisdiction", "Solvency", "Compliance With Laws", "Titles", "Fees", "Publicity", "Effective Dates", "Waiver Of Jury Trials", "Erisa", "Definitions", "Sales", "Indemnity", "Arbitration", "Venues", "Existence", "Payments", "Indemnifications", "Agreements", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "(a)\u00a0\u00a0Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date.", "references": ["Consent To Jurisdiction", "Successors", "Construction", "Entire Agreements", "Non-Disparagement", "No Defaults", "Use Of Proceeds", "Anti-Corruption Laws", "Solvency", "Confidentiality", "Enforcements", "Cooperation", "Tax Withholdings", "Expenses", "Representations", "Venues", "Assignments", "Compliance With Laws", "Submission To Jurisdiction", "Closings", "Liens", "Miscellaneous", "Arbitration", "Severability", "Interests", "Subsidiaries", "Titles", "Notices", "Counterparts", "General", "Terminations"], "gold": ["Terminations"]}
+{"input": "All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["Records", "Base Salary", "Books", "Assignments", "Successors", "Remedies", "Confidentiality", "Transactions With Affiliates", "Consents", "Closings", "Sanctions", "Positions", "Expenses", "Terminations", "Liens", "Erisa", "Representations", "Interpretations", "Indemnifications", "Duties", "Vesting", "Costs", "Waivers", "Headings", "Insurances", "Defined Terms", "Interests", "Taxes", "Submission To Jurisdiction", "Financial Statements", "Fees"], "gold": ["Fees"]}
+{"input": "All information heretofore or contemporaneously furnished by or on behalf of Borrower or any of its Subsidiaries (including all information contained in the Loan Documents and the annexes, schedules and other attachments to the Loan Documents, but not including any projected financial statements), when taken together with the reports and other filings with the SEC made under the Exchange Act by any Loan Party since December 31, 2017, is, and all other such information hereafter furnished, including all information contained in any of the Loan Documents, including any annexes or schedules thereto, by or on behalf of Borrower or any of its Subsidiaries to or on behalf of any Lender will be (as of their respective dates and the Second Restatement Date and the date of any Borrowing, as applicable), true and accurate in all material respects and not incomplete by omitting to state a material fact necessary to make such information not misleading at such time. There is no fact of which Borrower is aware that has not been disclosed to the Lenders in writing pursuant to the terms of this Agreement prior to the date hereof and which, singly or in the aggregate with all such other facts of which Borrower is aware, would reasonably be expected to result in a Material Adverse Effect. All statements of fact and representation concerning the present business, operations and assets of Borrower or any of its Subsidiaries, the Loan Documents and the transactions referred to therein are true and correct in all material respects. The most recent Budget delivered to the Administrative Agent was prepared by management of Borrower in good faith based upon assumptions and estimates that are believed by management of Borrower to be reasonable at the time prepared and at the time the related Budget was so delivered.", "references": ["Consent To Jurisdiction", "Litigations", "Books", "Brokers", "Adjustments", "Indemnifications", "Qualifications", "Effectiveness", "Agreements", "Modifications", "Sales", "Change In Control", "Warranties", "Binding Effects", "Capitalization", "Intellectual Property", "Financial Statements", "Notices", "Withholdings", "Severability", "No Waivers", "Non-Disparagement", "Authorizations", "Survival", "Records", "Publicity", "Arbitration", "Sanctions", "Assignments", "Enforcements", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Ninety-Two Thousand Dollars ($492,000) per year (\u201c Base Salary \u201d). The Base Salary shall be paid in the same increments as the Company\u2019s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive\u2019s Base Salary shall be reviewed at least annually.", "references": ["Fees", "Tax Withholdings", "Solvency", "Jurisdictions", "Subsidiaries", "Indemnifications", "Applicable Laws", "Vesting", "Adjustments", "No Defaults", "Assigns", "Titles", "Notices", "Records", "Disability", "Benefits", "Cooperation", "Successors", "Interests", "Integration", "Construction", "Employment", "Sanctions", "Releases", "Venues", "Authorizations", "Representations", "Withholdings", "Remedies", "Financial Statements", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "(a) \u00a0Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Non-Disparagement", "Counterparts", "Terminations", "Submission To Jurisdiction", "Venues", "Qualifications", "Erisa", "Modifications", "Capitalization", "Change In Control", "Withholdings", "Litigations", "Taxes", "Vesting", "Titles", "Transactions With Affiliates", "Financial Statements", "Survival", "Indemnity", "Adjustments", "Approvals", "Further Assurances", "Base Salary", "Assigns", "Expenses", "Benefits", "Arbitration", "Fees", "Waiver Of Jury Trials", "Subsidiaries", "Liens"], "gold": ["Liens"]}
+{"input": "Neither party will be deemed to be in breach of its obligations hereunder or have any liability for any delay, cancellation, or damage arising in whole or in part from any act of God, act of nature, acts of civil or military authority, civil unrest, war, terrorism, strike or labor dispute, mechanical failure, lack of essential supplies or parts, or for any cause, whether similar or dissimilar to any of the foregoing, beyond the reasonable control of such party. The time required for any performance hereunder shall be extended by the duration of any such event(s).", "references": ["Governing Laws", "Miscellaneous", "Costs", "Insurances", "Vacations", "Disability", "Death", "Interpretations", "Tax Withholdings", "Releases", "Assignments", "Employment", "Expenses", "Representations", "Solvency", "Fees", "Binding Effects", "Waivers", "Terminations", "Enforcements", "Consents", "Withholdings", "Payments", "Assigns", "Authorizations", "Effectiveness", "Base Salary", "Capitalization", "Existence", "Duties", "General"], "gold": ["General"]}
+{"input": "The Employer agrees to indemnify Executive to the full extent permitted by applicable law, as the same exists and may hereafter be amended, from and against any and all losses, damages, claims, liabilities and expenses asserted against, or incurred or suffered by, Executive (including the costs and expenses of legal counsel retained by the Employer to defend Executive and judgments, fines and amounts paid in settlement actually and reasonably incurred by or imposed on such indemnified party) with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative in which Executive is made a party or threatened to be made a party or is otherwise involved, either with regard to his entering into this Agreement with the Employer or in his capacity as an officer or director, or former officer or director of the Employer or any affiliate thereof for which he may serve in such capacity.\u00a0 The Employer also agrees to secure promptly and maintain officers and directors liability insurance providing coverage for Executive.\u00a0 The provisions of this Section\u00a04 shall remain in effect after this Agreement is terminated irrespective of the reasons for termination.", "references": ["Withholdings", "Consents", "Sales", "Authority", "Survival", "Binding Effects", "Publicity", "Capitalization", "Books", "Miscellaneous", "Organizations", "Death", "Confidentiality", "Titles", "Effectiveness", "Integration", "Amendments", "Submission To Jurisdiction", "Use Of Proceeds", "Forfeitures", "Vesting", "Cooperation", "Vacations", "Assigns", "Specific Performance", "Closings", "Brokers", "No Defaults", "Enforceability", "Approvals", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "None of the Borrower, any Subsidiary, any of their respective directors, officers, employees, Affiliates or any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement, (i)\u00a0is a Sanctioned Person or currently the subject or target of any Sanctions, (ii)\u00a0has its assets located in a Sanctioned Country, (ii)\u00a0directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons or (iv)\u00a0has violated any Anti-Money Laundering Law in any material respect. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance with the Anti-Corruption Laws and applicable Sanctions by the Borrower, its Subsidiaries, their respective directors, officers, employees, Affiliates and agents and representatives of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement..", "references": ["Vacations", "Publicity", "Arbitration", "Adjustments", "No Defaults", "Miscellaneous", "Warranties", "Financial Statements", "Notices", "Tax Withholdings", "Transactions With Affiliates", "Titles", "Base Salary", "Forfeitures", "Modifications", "Construction", "Binding Effects", "Solvency", "Payments", "Change In Control", "Fees", "Taxes", "Terms", "Waiver Of Jury Trials", "Remedies", "Counterparts", "Intellectual Property", "Sales", "Applicable Laws", "Duties", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "The proceeds of the Loans and the Letters of Credit shall be used to pay fees and transaction expenses in connection with the Transactions, to pay Obligations in accordance with this Agreement and for ongoing working capital and for other lawful, general corporate, limited liability company or partnership purposes (including Permitted Acquisitions and Investments permitted hereunder) of the Borrowers and their Subsidiaries.", "references": ["Assigns", "Insurances", "Integration", "Remedies", "Agreements", "General", "Releases", "Consent To Jurisdiction", "Compliance With Laws", "Sanctions", "Litigations", "Liens", "Assignments", "Anti-Corruption Laws", "Successors", "Erisa", "Terminations", "Organizations", "Counterparts", "Qualifications", "Specific Performance", "Existence", "Governing Laws", "Transactions With Affiliates", "Consents", "Defined Terms", "Enforcements", "Authority", "Records", "Waiver Of Jury Trials", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The titles of \u201cAgent,\u201d \u201cAdministrative Agent\u201d and \u201cCanadian Agent\u201d are used solely as a matter of market custom and the duties of each Agent are administrative in nature only. No Agent has any duties except those expressly set forth in the Loan Documents, and in no event does any Agent have any agency, fiduciary or implied duty to or relationship with any Secured Party or other Person by reason of any Loan Document or related transaction. The conferral upon any Agent of any right shall not imply a duty to exercise such right, unless instructed to do so by Lenders in accordance with this Agreement.", "references": ["Effective Dates", "Notices", "Waiver Of Jury Trials", "Disclosures", "Titles", "Severability", "Construction", "Terminations", "Consents", "Positions", "Compliance With Laws", "Intellectual Property", "Vesting", "Death", "Payments", "Publicity", "Closings", "Records", "Sales", "Change In Control", "Employment", "Defined Terms", "Applicable Laws", "Successors", "Existence", "Authorizations", "Interests", "Assignments", "Approvals", "Jurisdictions", "Duties"], "gold": ["Duties"]}
+{"input": "If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby.\u00a0\u00a0The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Titles", "Liens", "Submission To Jurisdiction", "Adjustments", "Amendments", "Subsidiaries", "Withholdings", "No Defaults", "Positions", "Non-Disparagement", "Indemnity", "Jurisdictions", "Participations", "Base Salary", "Insurances", "Survival", "Venues", "Authority", "Waivers", "No Conflicts", "Solvency", "Capitalization", "Financial Statements", "Defined Terms", "Books", "Further Assurances", "Disclosures", "Terms", "Consents", "Vacations", "Severability"], "gold": ["Severability"]}
+{"input": "This Lease may not be amended except by a written agreement executed by all Parties hereto.", "references": ["Sanctions", "No Conflicts", "Tax Withholdings", "Solvency", "Change In Control", "Terminations", "Publicity", "Payments", "Closings", "Assigns", "Liens", "Erisa", "Effective Dates", "Litigations", "Books", "Participations", "Terms", "Specific Performance", "Subsidiaries", "No Waivers", "Indemnifications", "Titles", "Consent To Jurisdiction", "Warranties", "Submission To Jurisdiction", "Disclosures", "Employment", "Base Salary", "Arbitration", "Withholdings", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each party hereby acknowledges that the benefits to the other party of the performance by such party of its obligations under this Agreement are unique and that the other party is willing to enter into this Agreement only in reliance that such party will perform such obligations, and agrees that monetary damages may not afford an adequate remedy for any failure by such party to perform any of such obligations. Accordingly, each party hereby agrees that each other party will have the right to enforce the specific performance of such party\u2019s obligations hereunder and irrevocably waives any requirement for securing or posting of any bond or other undertaking in connection with the obtaining by the other party of any injunctive or other equitable relief to enforce their rights hereunder.", "references": ["Intellectual Property", "Compliance With Laws", "Consent To Jurisdiction", "Sanctions", "Consents", "Effectiveness", "Counterparts", "Adjustments", "Integration", "Forfeitures", "Interests", "Anti-Corruption Laws", "Terminations", "Modifications", "Definitions", "Benefits", "Cooperation", "Further Assurances", "Arbitration", "Enforcements", "Interpretations", "Authorizations", "Applicable Laws", "Death", "Fees", "Assignments", "Costs", "Agreements", "Binding Effects", "No Conflicts", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loan and issuance of any Letter of Credit regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until the Termination Date. The provisions of Sections 2.15 , 2.16 , 2.17 , 10.03 and 10.13 (with respect to Section \u00a010.13, only for a period of one year following such Termination Date) and Article 9 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit or any Commitment, the occurrence of the Termination Date or the termination of this Agreement or any provision hereof but in each case, subject to the limitations set forth in this Agreement.", "references": ["Venues", "Qualifications", "Specific Performance", "Integration", "Titles", "Arbitration", "Powers", "Entire Agreements", "Notices", "Submission To Jurisdiction", "Solvency", "Change In Control", "Anti-Corruption Laws", "Vesting", "Non-Disparagement", "Terms", "Expenses", "Transactions With Affiliates", "Withholdings", "Taxes", "Liens", "Agreements", "Applicable Laws", "Litigations", "Headings", "Warranties", "Use Of Proceeds", "Amendments", "Approvals", "Waiver Of Jury Trials", "Survival"], "gold": ["Survival"]}
+{"input": "The Company may require payment of or withhold any tax which it believes is required as a result of this Performance Stock Award, and the Company may defer making delivery with respect to shares issuable hereunder until arrangements satisfactory to the Company have been made with respect to such tax withholding obligations.", "references": ["Approvals", "Agreements", "Waivers", "Consents", "Assigns", "No Waivers", "Organizations", "Anti-Corruption Laws", "Compliance With Laws", "Representations", "Insurances", "Specific Performance", "Liens", "Assignments", "Vacations", "Base Salary", "Governing Laws", "Sanctions", "Successors", "Employment", "Qualifications", "Cooperation", "Payments", "Costs", "Interests", "Transactions With Affiliates", "Duties", "Brokers", "Disability", "Financial Statements", "Taxes"], "gold": ["Taxes"]}
+{"input": "Buyer and Parent (on behalf of the Seller) may amend this Agreement at any time in accordance with an instrument in writing signed on behalf of each of Buyer, Seller and Parent.", "references": ["Litigations", "Taxes", "Anti-Corruption Laws", "Intellectual Property", "Enforceability", "Further Assurances", "Applicable Laws", "Transactions With Affiliates", "Assigns", "Cooperation", "Headings", "Confidentiality", "Notices", "Employment", "Powers", "Duties", "Participations", "Existence", "Effective Dates", "Records", "No Conflicts", "Expenses", "Interpretations", "Terminations", "Terms", "Payments", "Sales", "Positions", "Vacations", "Tax Withholdings", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Amendment and the Lease together contain the entire understanding of the parties hereto and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any guarantees, promises, representations or warranties not herein or therein contained and hereinafter made shall have no force and effect unless in writing, and executed by the party or parties making such guarantees, promises, representations or warranties. Neither this Amendment nor the Lease nor any portion or provisions hereof or thereof may be amended, cancelled, changed, discharged, modified, supplemented, terminated or waived orally or by any course of dealing or in any manner other than by an agreement in writing, signed by the party to be charged.", "references": ["Costs", "Change In Control", "Governing Laws", "Adjustments", "Titles", "Defined Terms", "Subsidiaries", "Capitalization", "Waiver Of Jury Trials", "Approvals", "Survival", "Taxes", "Successors", "Notices", "Interpretations", "Jurisdictions", "General", "Releases", "Authority", "Indemnity", "Expenses", "Remedies", "Definitions", "Use Of Proceeds", "Severability", "Base Salary", "Closings", "Qualifications", "Sanctions", "Books", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the \u201c New York Courts \u201d). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation and each Holder hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys\u2019 fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.", "references": ["Waiver Of Jury Trials", "Expenses", "Approvals", "Powers", "Insurances", "Disclosures", "General", "Non-Disparagement", "Taxes", "Publicity", "Specific Performance", "Financial Statements", "Base Salary", "Costs", "Closings", "Warranties", "Capitalization", "Indemnity", "Sales", "Indemnifications", "Adjustments", "Jurisdictions", "Releases", "Participations", "Binding Effects", "No Waivers", "Change In Control", "Books", "Disability", "Consent To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Guarantor hereby guarantees that payments hereunder will be paid to the Secured Parties without set-off or counterclaim in U.S. dollars at the address set forth or referred to in the Signature Pages to the Purchase Agreement.", "references": ["Integration", "Costs", "Terms", "Benefits", "Brokers", "Existence", "Taxes", "Assignments", "Titles", "Miscellaneous", "No Waivers", "Powers", "Authority", "Tax Withholdings", "Intellectual Property", "Liens", "Interpretations", "Waiver Of Jury Trials", "Survival", "Applicable Laws", "Definitions", "Publicity", "Withholdings", "Consents", "Arbitration", "Qualifications", "Financial Statements", "Submission To Jurisdiction", "Positions", "Confidentiality", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement, together with the Convertible Notes and the J3E2A2Z Warrant, represents the entire agreement between the parties with respect to the issuance of the Convertible Notes and the J3E2A2Z Warrant, and supersedes and replaces any and all prior written or oral agreements regarding the subject matter of this Agreement.", "references": ["Books", "Defined Terms", "Publicity", "Withholdings", "Records", "Non-Disparagement", "Counterparts", "Entire Agreements", "Participations", "Authorizations", "Subsidiaries", "Anti-Corruption Laws", "Insurances", "Disclosures", "Miscellaneous", "Erisa", "Disability", "Powers", "General", "Governing Laws", "Amendments", "Effective Dates", "Organizations", "Indemnifications", "Costs", "Enforceability", "Specific Performance", "Closings", "Litigations", "Brokers", "Integration"], "gold": ["Integration"]}
+{"input": "Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.\u00a0Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.", "references": ["Authority", "Qualifications", "Duties", "Payments", "Enforcements", "Withholdings", "Headings", "Change In Control", "Consent To Jurisdiction", "Assignments", "Warranties", "Authorizations", "Insurances", "Cooperation", "Approvals", "Financial Statements", "Positions", "Enforceability", "Records", "Intellectual Property", "Arbitration", "Solvency", "Costs", "Liens", "Taxes", "Erisa", "Defined Terms", "Use Of Proceeds", "No Defaults", "Sanctions", "Waivers"], "gold": ["Waivers"]}
+{"input": "Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales,\u00a0of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser\u2019s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.\u00a0\u00a0Other than to other Persons party to this Agreement or to such Purchaser\u2019s representatives that are bound by confidentiality obligations, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.", "references": ["Consents", "Existence", "Disclosures", "Financial Statements", "Powers", "No Waivers", "Waiver Of Jury Trials", "Subsidiaries", "Records", "Entire Agreements", "Authorizations", "Enforcements", "Insurances", "Anti-Corruption Laws", "Interpretations", "Forfeitures", "Remedies", "Positions", "Benefits", "No Conflicts", "Terms", "Notices", "Non-Disparagement", "Vesting", "Counterparts", "Survival", "Miscellaneous", "Warranties", "Liens", "Intellectual Property", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Lender) to an Issuing Lender selected by it and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c)\u00a0of this Section\u00a02.04), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the respective Issuing Lender, the Company also shall submit a letter of credit application on such Issuing Lender\u2019s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i)\u00a0the aggregate LC Exposure shall not exceed $50,000,000 and, unless otherwise agreed by the applicable Issuing Lender in its sole discretion, the aggregate LC Exposure in respect of Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender\u2019s Letter of Credit Commitment and (ii)\u00a0the total Revolving Credit Exposure shall not exceed the total Revolving Credit Commitments.", "references": ["Vesting", "Cooperation", "Submission To Jurisdiction", "Duties", "Forfeitures", "Venues", "Financial Statements", "Insurances", "Payments", "Positions", "Adjustments", "Arbitration", "Erisa", "Defined Terms", "Indemnity", "Successors", "Intellectual Property", "Benefits", "Jurisdictions", "No Defaults", "Withholdings", "Further Assurances", "Compliance With Laws", "Publicity", "Expenses", "Use Of Proceeds", "Representations", "Waiver Of Jury Trials", "Counterparts", "Subsidiaries", "Amendments"], "gold": ["Amendments"]}
+{"input": "No representation or warranty of Socrata to the Tyler Entities in this ARTICLE IV contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein, in light of the circumstances under which they were made, not misleading.", "references": ["Specific Performance", "Consents", "Approvals", "No Defaults", "Qualifications", "Expenses", "Existence", "Insurances", "Further Assurances", "Participations", "Entire Agreements", "Waivers", "Financial Statements", "Integration", "Compliance With Laws", "Sales", "Consent To Jurisdiction", "Litigations", "Powers", "Indemnifications", "Binding Effects", "Costs", "Adjustments", "Remedies", "Notices", "Base Salary", "Terms", "Agreements", "Headings", "Governing Laws", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "From the date of this Agreement until December\u00a031, 2018, except as required by applicable Law or the rules or regulations of any Governmental Entity or by the order of any court of competent jurisdiction, or in connection with any Claim not prohibited hereby, no party hereto shall, directly or indirectly, make any public statements or any private statements to third parties (in each case, oral or written) that could reasonably be understood as disparaging the business or conduct of the other parties hereto or their respective affiliates (or other Company Related Parties or Parent Related Parties, as applicable).", "references": ["Consent To Jurisdiction", "Cooperation", "Books", "Agreements", "Forfeitures", "Survival", "Headings", "Terms", "Authorizations", "Applicable Laws", "No Waivers", "Warranties", "Vacations", "Costs", "Modifications", "General", "Releases", "Approvals", "Fees", "Liens", "Powers", "Arbitration", "Base Salary", "Qualifications", "No Conflicts", "Duties", "Change In Control", "Assignments", "Expenses", "Waivers", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until (i) the Target Company has acquired 75% of the Pledgor\u2019s current ownership interests in the aggregate in the entities that make up the Reserved Equity Interests and the Pledged Collateral, or (ii) 75% of the shares of Preferred Stock owned by the Pledgee have been converted into the Target Company\u2019s common stock or have been redeemed by the Pledgee, provided , however , that, if at any time all or any part of any payment theretofore applied by the Pledgee to any of the Obligations is or must be rescinded or returned or restored for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Pledgor), such Obligations shall, for the purposes of this Agreement, to the extent that such payment is or must be rescinded, restored or returned, be deemed to have continued in existence, notwithstanding such application, and this Agreement (including the security interest granted herein in the Pledged Collateral) shall continue to be effective or be reinstated, as the case may be, as to such Obligations, all as though such application by the Pledgee had not been made, (b) be binding upon the Pledgor, its successors and permitted assigns, and (c) inure to the benefit of, and be enforceable by the Pledgee, and its successors, transferees and assigns.\u00a0 Subject to the proviso contained in clause (a) of the preceding sentence, upon termination of this Agreement, the security interest granted hereby shall terminate and all rights to the Pledged Collateral and Reserve Equity Interest shall revert to the Pledgor or the owner of such collateral.\u00a0 Upon any such termination, the Pledgee will return to the Pledgor such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof and execute and deliver to the Pledgor, at the sole expense of the Pledgor, such documents as the Pledgor shall reasonably request to evidence such termination.", "references": ["Publicity", "Adjustments", "Existence", "Costs", "Amendments", "General", "Severability", "Expenses", "Definitions", "Vacations", "Modifications", "Remedies", "Construction", "Sanctions", "Insurances", "Records", "Non-Disparagement", "Assignments", "Sales", "Interests", "Consents", "Anti-Corruption Laws", "Arbitration", "Compliance With Laws", "Positions", "Participations", "Qualifications", "Specific Performance", "Terms", "Benefits", "Releases"], "gold": ["Releases"]}
+{"input": "The Parties may execute this Agreement in two or more counterparts, which may be exchanged by electronic scan copies, each of which shall be deemed an original, and all of which counterparts, taken together, shall constitute one and the same instrument.", "references": ["Withholdings", "Publicity", "Non-Disparagement", "Miscellaneous", "Disability", "Books", "Litigations", "Qualifications", "Compliance With Laws", "Warranties", "Transactions With Affiliates", "Anti-Corruption Laws", "Applicable Laws", "Participations", "Vesting", "Defined Terms", "Severability", "Enforcements", "Solvency", "No Waivers", "Further Assurances", "Liens", "Indemnity", "Integration", "Agreements", "Base Salary", "Insurances", "Organizations", "Benefits", "Venues", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This First Amendment shall be effective automatically and without necessity of any further action by Borrower, Administrative Agent or the Lenders when counterparts hereof have been executed by each of Borrower, Administrative Agent and the Required Lenders, and all conditions to the effectiveness hereof set forth herein have been satisfied.", "references": ["General", "Positions", "Litigations", "Fees", "Base Salary", "Qualifications", "Effective Dates", "Approvals", "Use Of Proceeds", "Vesting", "Adjustments", "No Conflicts", "Venues", "Further Assurances", "Modifications", "Successors", "Benefits", "Costs", "Assigns", "Remedies", "Enforcements", "Employment", "Sanctions", "Definitions", "Powers", "Severability", "Specific Performance", "Publicity", "Vacations", "Sales", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Except as permitted expressly by the Indenture or as otherwise set forth herein, as applicable, this Agreement may not be amended except by an instrument in writing, signed by the Depositor and the Issuer, with the written consent of the Administrative Agent and, if requested by the Administrative Agent, supported by the delivery of an Issuer Tax Opinion. In addition, so long as the Notes are outstanding, this Agreement may not be amended without, collectively (x) (i) the consent of the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and (ii)\u00a0the consent of the Series Required Noteholders for each Series of Variable Funding Notes, or (y) (i) the amendment is for a purpose for which the Indenture could be amended without any Noteholder consent pursuant to Section 12.1 thereof and (ii) the Depositor shall have delivered to the Indenture Trustee an officer\u2019s certificate to the effect that the Depositor reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect at any time in the future. Any such amendment requested by the Depositor shall be at its own expense. Amendments shall require notice to Note Rating Agencies, if any, as described in Section 11(a) of the Receivables Sale Agreement.", "references": ["Subsidiaries", "Solvency", "Disclosures", "Severability", "Sanctions", "Forfeitures", "Powers", "Waivers", "Assigns", "Confidentiality", "Erisa", "Closings", "Intellectual Property", "Survival", "Terminations", "Interpretations", "Enforcements", "Taxes", "Representations", "Governing Laws", "No Defaults", "Non-Disparagement", "Entire Agreements", "Sales", "Benefits", "Adjustments", "Consent To Jurisdiction", "Duties", "Specific Performance", "Waiver Of Jury Trials", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument (including via facsimile or other electronic transmission).", "references": ["Assignments", "Use Of Proceeds", "Duties", "Base Salary", "Insurances", "Confidentiality", "Interpretations", "Authorizations", "Survival", "Vesting", "Amendments", "Brokers", "Arbitration", "Terminations", "Liens", "Records", "Successors", "Entire Agreements", "Taxes", "Terms", "Positions", "Effectiveness", "Anti-Corruption Laws", "Withholdings", "Interests", "Participations", "No Waivers", "Sales", "Consent To Jurisdiction", "Integration", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "In consideration of the payment of $ \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 by the Assignee to the Assignor, the receipt and sufficiency of which payment are hereby acknowledged, effective on \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 , 20_ \u00a0\u00a0 (the \u201c Effective Date \u201d), the Assignor hereby assigns to the Assignee [(or to \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 (the \u201c Assignee\u2019s Funding Agent \u201d) for the benefit of the Assignee)] without recourse and (except as provided below) without representation or warranty, and the Assignee hereby purchases and assumes, an undivided \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 % interest in the Assignor\u2019s Net Investment, together with the Assignor\u2019s related undivided interest in the Transferred Assets (and the rights and obligations under the Receivables Purchase Agreement). The Assignor represents and warrants to the Assignee that (i) it is the Owner of the portion of the Net Investment assigned hereby and (ii) it has not created any Lien upon or with respect to the portion of the Net Investment assigned hereby. The Assignee represents to the Assignor, the Transferor, the Servicer and TMUS that its related Conduit Purchaser, if any, is a Multi-Seller Conduit.", "references": ["Submission To Jurisdiction", "Base Salary", "Employment", "Qualifications", "Remedies", "Counterparts", "Confidentiality", "Amendments", "Authorizations", "Headings", "Existence", "No Defaults", "Indemnifications", "Interests", "Erisa", "Defined Terms", "Forfeitures", "Jurisdictions", "Powers", "Brokers", "Transactions With Affiliates", "Closings", "Non-Disparagement", "Representations", "Definitions", "Consents", "Anti-Corruption Laws", "Terminations", "Cooperation", "Publicity", "Assignments"], "gold": ["Assignments"]}
+{"input": "THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY RIGHT TO ANY OTHER JURISDICTION THAT IT MAY HAVE BY REASON OF DOMICILE OR ANY OTHER REASON AND OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.", "references": ["Qualifications", "Withholdings", "Waivers", "Anti-Corruption Laws", "Terminations", "Warranties", "Litigations", "No Defaults", "Defined Terms", "Death", "Approvals", "Titles", "Notices", "Use Of Proceeds", "Definitions", "Erisa", "Consent To Jurisdiction", "General", "Modifications", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Applicable Laws", "Venues", "Effectiveness", "Counterparts", "Capitalization", "Closings", "Adjustments", "Integration", "Confidentiality", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Assist Underwriters in obtaining and maintaining general liability insurance, including professional liability insurance, directors and officers liability insurance, reinsurance, and any bonds or other insurance necessary and appropriate.", "references": ["Effective Dates", "Costs", "Forfeitures", "No Defaults", "Agreements", "Terminations", "Waivers", "Sanctions", "Confidentiality", "Brokers", "Enforcements", "Financial Statements", "Closings", "Consents", "Applicable Laws", "Severability", "Intellectual Property", "Authorizations", "Releases", "Definitions", "Existence", "Construction", "Amendments", "Taxes", "Disclosures", "Interests", "Adjustments", "Sales", "Venues", "Headings", "Insurances"], "gold": ["Insurances"]}
+{"input": "There are no actions, proceedings, or investigations pending, or to Purchaser\u2019s Knowledge, any basis or threat thereof, which question the validity of this Agreement or any other action taken or to be taken in connection herewith.", "references": ["Survival", "Governing Laws", "Positions", "Submission To Jurisdiction", "Cooperation", "Existence", "Organizations", "No Defaults", "Integration", "Construction", "Liens", "Indemnity", "General", "Venues", "Intellectual Property", "Brokers", "Assigns", "Base Salary", "Anti-Corruption Laws", "Solvency", "Duties", "Releases", "Definitions", "Applicable Laws", "Remedies", "Agreements", "Amendments", "Waivers", "Consents", "Disclosures", "Litigations"], "gold": ["Litigations"]}
+{"input": "Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms and provisions of this Agreement in any other jurisdiction.", "references": ["Indemnity", "Terminations", "Closings", "Payments", "Transactions With Affiliates", "Applicable Laws", "Indemnifications", "Tax Withholdings", "Titles", "Successors", "Releases", "Anti-Corruption Laws", "Capitalization", "Amendments", "Jurisdictions", "Confidentiality", "Participations", "Disclosures", "Liens", "Organizations", "Use Of Proceeds", "Qualifications", "Specific Performance", "Authority", "Consent To Jurisdiction", "Governing Laws", "Non-Disparagement", "Publicity", "Interests", "Death", "Severability"], "gold": ["Severability"]}
+{"input": "Article and Section headings used herein are for convenience of reference only, are not part of this Amendment No. 9 and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment No. 9.", "references": ["Anti-Corruption Laws", "General", "Further Assurances", "Severability", "Remedies", "No Defaults", "Books", "Transactions With Affiliates", "Use Of Proceeds", "Vacations", "Effective Dates", "Sales", "Capitalization", "Subsidiaries", "Records", "Forfeitures", "Titles", "Interests", "Amendments", "Integration", "Warranties", "Enforcements", "No Conflicts", "Benefits", "Successors", "Existence", "Solvency", "Indemnifications", "Miscellaneous", "Representations", "Headings"], "gold": ["Headings"]}
+{"input": "The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.\u00a0\u00a0Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.\u00a0\u00a0Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.03 shall be deemed effective service of process on such party.", "references": ["Insurances", "Definitions", "Headings", "Positions", "Solvency", "Terms", "Governing Laws", "Expenses", "Effectiveness", "Litigations", "Brokers", "Consents", "Liens", "Transactions With Affiliates", "Waiver Of Jury Trials", "Authorizations", "Terminations", "Waivers", "Miscellaneous", "Defined Terms", "Notices", "Records", "Forfeitures", "Successors", "Withholdings", "Sanctions", "Disability", "Binding Effects", "Severability", "Remedies", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Company, the Administrative Agent and each Lender and thereafter shall be binding upon and inure to the benefit of the Company, the Administrative Agent and each Lender and their respective successors and permitted assigns, except that the Company shall have no right to assign its rights hereunder or any interest herein without the prior written consent of each Lender (and any other attempted assignment or transfer by any party hereto shall be null and void).", "references": ["Specific Performance", "Representations", "Vacations", "Confidentiality", "Expenses", "Enforcements", "Withholdings", "Effective Dates", "Subsidiaries", "Notices", "Capitalization", "Closings", "Interests", "Effectiveness", "Litigations", "Assigns", "Interpretations", "Consent To Jurisdiction", "Successors", "Severability", "Publicity", "Headings", "Entire Agreements", "Intellectual Property", "Financial Statements", "Waivers", "Agreements", "Jurisdictions", "Arbitration", "Survival", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Promptly notify the Agent in writing as soon as the Borrower has knowledge thereof, of the institution or filing of any litigation, action, suit, claim, counterclaim, or administrative proceeding against, or investigation of, the Borrower or any Subsidiary to which the Borrower or any Subsidiary is a party by or before any regulatory body or governmental agency (a) the outcome of which could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to materially and adversely affect the Borrower\u2019s ability to fulfill its obligations hereunder, or (b)\u00a0which questions the validity of this Agreement, the Notes or any action taken or to be taken pursuant to any of the foregoing; and furnish or cause to be furnished to the Agent such information regarding the same as the Agent may request.", "references": ["Governing Laws", "Consents", "Costs", "Notices", "Assigns", "Modifications", "Payments", "Defined Terms", "Sanctions", "Compliance With Laws", "Warranties", "Sales", "Amendments", "Taxes", "Construction", "Financial Statements", "Expenses", "Titles", "Authority", "Existence", "Capitalization", "Definitions", "Cooperation", "Representations", "Indemnity", "Duties", "Insurances", "No Waivers", "Employment", "Arbitration", "Litigations"], "gold": ["Litigations"]}
+{"input": "All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.\u00a0 Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00 p.m.\u00a0on the date specified herein.\u00a0 The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office.\u00a0 All payments received by the Administrative Agent after 2:00 p.m.\u00a0shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.\u00a0 If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Participations", "Warranties", "Approvals", "Use Of Proceeds", "Successors", "Counterparts", "Sales", "Intellectual Property", "Solvency", "Fees", "Enforceability", "Releases", "Publicity", "Venues", "Benefits", "Adjustments", "Agreements", "Costs", "Vacations", "Erisa", "Death", "Organizations", "Assigns", "Existence", "Insurances", "Titles", "Capitalization", "Closings", "No Defaults", "Duties", "General"], "gold": ["General"]}
+{"input": "This Agreement shall be governed by the laws of the State of Utah without giving effect to the conflict of law provisions thereof.", "references": ["Base Salary", "Representations", "Approvals", "Integration", "Definitions", "Headings", "Employment", "Venues", "Submission To Jurisdiction", "Transactions With Affiliates", "Survival", "Taxes", "Cooperation", "Participations", "Warranties", "Remedies", "Construction", "Forfeitures", "No Defaults", "Defined Terms", "Records", "General", "Effective Dates", "Expenses", "Further Assurances", "Death", "Consents", "Books", "Vacations", "Waivers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower is not in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect.\u00a0 No Default or Event of Default has occurred and is continuing.", "references": ["Transactions With Affiliates", "Base Salary", "Modifications", "Enforceability", "Successors", "Approvals", "Books", "Waivers", "Qualifications", "Waiver Of Jury Trials", "Agreements", "Sales", "Brokers", "Defined Terms", "Death", "Publicity", "Specific Performance", "Positions", "Financial Statements", "Use Of Proceeds", "Submission To Jurisdiction", "Disability", "Effective Dates", "Amendments", "Consents", "General", "Warranties", "Cooperation", "Adjustments", "Integration", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless (i) such Taxes are being Properly Contested or (ii) the failure to pay such Taxes could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Use Of Proceeds", "Construction", "Books", "Jurisdictions", "Existence", "Survival", "Transactions With Affiliates", "Indemnity", "Cooperation", "Counterparts", "Amendments", "Indemnifications", "Authorizations", "Vacations", "Confidentiality", "Enforcements", "Records", "General", "Definitions", "Withholdings", "Payments", "Representations", "Releases", "Sales", "No Waivers", "Applicable Laws", "Assigns", "Further Assurances", "No Conflicts", "Terms", "Taxes"], "gold": ["Taxes"]}
+{"input": "Without in any way limiting the foregoing, immediately upon receipt by any Loan Party of proceeds of any sale of any Collateral, the Borrower shall cause such Loan Party to deliver such proceeds to the Agent, or deposit such proceeds in a deposit account subject to a Deposit Account Control Agreement. All of such proceeds shall be applied as set forth above or otherwise as provided in Section 2.19 . Nothing in this Section 2.16 shall be construed to constitute Agent\u2019s or any Lender\u2019s consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.", "references": ["Duties", "Amendments", "Closings", "Compliance With Laws", "Insurances", "Base Salary", "Qualifications", "Vacations", "Terminations", "Cooperation", "Titles", "Benefits", "Fees", "Remedies", "Agreements", "Authority", "Intellectual Property", "Jurisdictions", "Non-Disparagement", "Representations", "Authorizations", "No Conflicts", "Defined Terms", "No Waivers", "Vesting", "Employment", "Survival", "Capitalization", "Sanctions", "Publicity", "General"], "gold": ["General"]}
+{"input": "This Second Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument.", "references": ["Benefits", "Amendments", "Warranties", "Interpretations", "Further Assurances", "Base Salary", "Closings", "Vacations", "Indemnifications", "Releases", "Litigations", "Effective Dates", "Disclosures", "Organizations", "Consent To Jurisdiction", "Severability", "Specific Performance", "Cooperation", "Waivers", "Death", "Duties", "Binding Effects", "Expenses", "Insurances", "Governing Laws", "Agreements", "Enforceability", "Authority", "Notices", "Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All notices, requests, demands, waivers, and other communications to a party required or permitted under this Agreement shall be in writing and shall be delivered personally or sent by telecopy, or internationally recognized delivery service providing for guaranteed overnight delivery, addressed to such party, at its address first written above (or such other address as is provided by such party to the other party from time to time). Each party shall be responsible for supplying the other with any changes in the addresses or telecopy numbers for notices hereunder. All notices, requests, demands, waivers, and communications shall be deemed to have been given on the date of personal delivery or on the first business day after overnight delivery (or the second business day after international overnight delivery) was guaranteed by an internationally recognized delivery service, except that any change of address shall be effective only upon actual receipt. Written notice given by telecopy shall be deemed given when electronic or telephonic confirmation is received by the sending party.", "references": ["Construction", "Defined Terms", "Vacations", "Waiver Of Jury Trials", "Benefits", "Remedies", "Applicable Laws", "Cooperation", "Agreements", "Expenses", "Definitions", "Withholdings", "Records", "Headings", "Payments", "Fees", "Modifications", "Litigations", "Disclosures", "Binding Effects", "Confidentiality", "Enforcements", "Terminations", "Waivers", "Governing Laws", "Compliance With Laws", "No Defaults", "Base Salary", "Venues", "Insurances", "Notices"], "gold": ["Notices"]}
+{"input": "As consideration for the sale, assignment and transfer contemplated by Section 2.1 hereof, the Assignee shall, on the Assignment Date, assume Assignor's obligations in respect of the Assigned Interest and pay to the Assignor an amount equal to the Loan Balance, if any. An amount equal to all accrued and unpaid interest and fees shall be paid to the Assignor as provided in Section 3.2 (iii) below. Except as otherwise provided in this Agreement, all payments hereunder shall be made in Dollars and in immediately available funds, without setoff, deduction or counterclaim.", "references": ["Taxes", "Severability", "Consent To Jurisdiction", "Forfeitures", "Confidentiality", "General", "Expenses", "Organizations", "Death", "Effective Dates", "Insurances", "Non-Disparagement", "Intellectual Property", "Amendments", "Litigations", "Financial Statements", "Notices", "Further Assurances", "Withholdings", "Effectiveness", "Specific Performance", "Powers", "Tax Withholdings", "Venues", "Closings", "Sales", "Assignments", "Remedies", "Terms", "Representations", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement shall terminate in the event that Executive is no longer part of the executive team of the Company as determined by the Board of Directors and does not terminate service for Good Reason.", "references": ["Non-Disparagement", "Assigns", "Confidentiality", "Survival", "Costs", "Specific Performance", "Change In Control", "Agreements", "Remedies", "Effective Dates", "No Defaults", "Tax Withholdings", "Insurances", "Disability", "Withholdings", "General", "Expenses", "Taxes", "Counterparts", "Submission To Jurisdiction", "Amendments", "Powers", "Capitalization", "Jurisdictions", "Authority", "Approvals", "Liens", "Consents", "Releases", "Sanctions", "Terminations"], "gold": ["Terminations"]}
+{"input": "Effective as of the Effective Date, (i)\u00a0Executive shall continue to be employed by the Company and shall assume the position of President and Chief Executive Officer, reporting to the Board, and (ii)\u00a0shall begin serving as a member of the Board.\u00a0\u00a0\u00a0\u00a0During the term of this Agreement, the Company shall propose Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout such term. Upon the termination of her employment, regardless of the reason for such termination, Executive shall be deemed to have immediately (and with contemporaneous effect) resigned from any directorships, offices or other positions that she may hold in the Company or any Affiliate, unless otherwise agreed by the parties.", "references": ["Tax Withholdings", "Titles", "Sales", "Venues", "Entire Agreements", "Construction", "Modifications", "Remedies", "Disclosures", "Terminations", "Notices", "Forfeitures", "Defined Terms", "Sanctions", "Indemnity", "Liens", "Adjustments", "Transactions With Affiliates", "Closings", "Litigations", "Subsidiaries", "Binding Effects", "Financial Statements", "Participations", "Integration", "Approvals", "Survival", "Existence", "Severability", "Compliance With Laws", "Positions"], "gold": ["Positions"]}
+{"input": "The terms of this Guaranty may be waived, altered or amended only by an instrument in writing duly executed by the Guarantor and the Beneficiary. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.", "references": ["Counterparts", "Headings", "Assignments", "Duties", "Interpretations", "Miscellaneous", "Authority", "Sales", "Representations", "Further Assurances", "Closings", "Warranties", "Sanctions", "Payments", "Remedies", "Costs", "Use Of Proceeds", "Fees", "Governing Laws", "Death", "Enforcements", "Entire Agreements", "Agreements", "Vesting", "Tax Withholdings", "Change In Control", "Intellectual Property", "Capitalization", "Submission To Jurisdiction", "Specific Performance", "Amendments"], "gold": ["Amendments"]}
+{"input": "Paragraphs 4 through 21 shall survive and continue in full force in accordance with their terms notwithstanding the expiration or termination of the Employment Period.", "references": ["Construction", "Participations", "Intellectual Property", "Indemnity", "Withholdings", "Assignments", "Compliance With Laws", "Indemnifications", "Definitions", "Qualifications", "Consent To Jurisdiction", "Insurances", "Warranties", "Further Assurances", "Integration", "Existence", "Consents", "Titles", "Taxes", "Forfeitures", "Authorizations", "Counterparts", "Entire Agreements", "Modifications", "Amendments", "Vesting", "Enforceability", "General", "Effective Dates", "No Defaults", "Survival"], "gold": ["Survival"]}
+{"input": "In the event of a conflict or ambiguity created between the Company\u2019s current personnel manual for all employees and this Agreement, it is agreed that this Agreement shall control. No policies, procedures, or statements of any nature by the Company shall modify this Agreement or be construed to create express or implied obligations to the Employee. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The Parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any amendments thereto. The word \u201cincluding\u201d shall be construed to include the words \u201cwithout limitation.\u201d In this Agreement, unless the context otherwise requires, references to the singular shall include the plural and vice versa. The word \u201cCompany\u201d shall be construed to include the Company and its subsidiaries and affiliates, whether now existing or hereafter established.", "references": ["Financial Statements", "Existence", "Participations", "Notices", "Adjustments", "Defined Terms", "Capitalization", "Expenses", "Vesting", "Positions", "Disclosures", "No Conflicts", "Change In Control", "Subsidiaries", "Employment", "Further Assurances", "Death", "Integration", "Jurisdictions", "Transactions With Affiliates", "Publicity", "Miscellaneous", "Solvency", "Costs", "Anti-Corruption Laws", "Submission To Jurisdiction", "Enforceability", "Binding Effects", "Consent To Jurisdiction", "Brokers", "Construction"], "gold": ["Construction"]}
+{"input": "The appreciation distribution in respect of a Stock Appreciation Right may be paid in Common Stock or in cash, or any combination of the two, or in any other form of consideration as determined by the Administrator and contained in the Stock Appreciation Right Agreement.", "references": ["Entire Agreements", "General", "Disability", "Tax Withholdings", "Existence", "Positions", "Withholdings", "Transactions With Affiliates", "Records", "Qualifications", "Submission To Jurisdiction", "Specific Performance", "Employment", "Warranties", "Closings", "Enforceability", "Authority", "Waivers", "Insurances", "No Defaults", "Benefits", "Successors", "Expenses", "Titles", "Brokers", "Releases", "Use Of Proceeds", "Waiver Of Jury Trials", "Survival", "Cooperation", "Payments"], "gold": ["Payments"]}
+{"input": "All management employees of the Corporation, its Subsidiaries and affiliates are eligible to participate in the Program upon designation by the Committee, in the case of Covered Employees, or, in the case of other management employees, upon designation by the Chief Executive Officer.", "references": ["Intellectual Property", "Payments", "Specific Performance", "Amendments", "General", "Waiver Of Jury Trials", "Indemnity", "Fees", "Entire Agreements", "No Defaults", "Capitalization", "Disability", "Books", "Insurances", "Applicable Laws", "Agreements", "Organizations", "Duties", "Death", "Binding Effects", "Publicity", "Assignments", "Indemnifications", "No Waivers", "Brokers", "Releases", "Confidentiality", "Disclosures", "Effectiveness", "Jurisdictions", "Participations"], "gold": ["Participations"]}
+{"input": "To induce Senior Creditor to execute and deliver this Agreement, Subordinated Creditor hereby represents and warrants to Senior Creditor that as of the date hereof: (a)\u00a0it is duly formed and validly existing under the laws of the jurisdiction of its organization and has the legal capacity, power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b)\u00a0the execution of this Agreement by Subordinated Creditor will not violate or conflict with (i) the organizational documents of Subordinated Creditor, (ii) any agreement binding upon Subordinated Creditor or (iii) any applicable law, regulation or order or require any consent or approval which has not been obtained; (c)\u00a0this Agreement is the legal, valid and binding obligation of Subordinated Creditor, enforceable against Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors\u2019 rights generally and by equitable principles; (d)\u00a0Subordinated Creditor is the sole owner, beneficially and of record, of all of the Subordinated Credit Documents and the Subordinated Obligations; and (e) the Subordinated Obligations are unsecured.", "references": ["Adjustments", "Binding Effects", "Change In Control", "Base Salary", "Subsidiaries", "Organizations", "Successors", "Entire Agreements", "Financial Statements", "Definitions", "Applicable Laws", "Transactions With Affiliates", "Waiver Of Jury Trials", "Enforcements", "Erisa", "Insurances", "Amendments", "Consent To Jurisdiction", "Integration", "Agreements", "Jurisdictions", "Survival", "General", "Liens", "Effective Dates", "Capitalization", "Withholdings", "Powers", "Effectiveness", "Counterparts", "Representations"], "gold": ["Representations"]}
+{"input": "No failure or delay by the Administrative Agent or any other Holder of Secured Obligations in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Designated Financial Contract, any Banking Services Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.", "references": ["Enforceability", "Participations", "Non-Disparagement", "Disclosures", "Approvals", "Records", "Employment", "Cooperation", "Costs", "Anti-Corruption Laws", "Subsidiaries", "Qualifications", "Notices", "Closings", "Construction", "Adjustments", "Jurisdictions", "Arbitration", "Organizations", "Modifications", "Benefits", "Successors", "Intellectual Property", "Powers", "Duties", "Amendments", "General", "Consent To Jurisdiction", "Financial Statements", "Books", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Executive understands that this Agreement shall be null and void if not executed by January 1, 2018 . Executive acknowledges that he was provided at least 21 calendar days to consider this Agreement.\u00a0 Executive has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Executive signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the \u201cEffective Date\u201d).", "references": ["General", "Subsidiaries", "Interests", "Disability", "Change In Control", "Cooperation", "Waiver Of Jury Trials", "Positions", "Confidentiality", "Enforceability", "Governing Laws", "No Defaults", "Successors", "Specific Performance", "Releases", "Notices", "Waivers", "Terminations", "Enforcements", "Intellectual Property", "Records", "Anti-Corruption Laws", "Severability", "Base Salary", "Payments", "Indemnifications", "No Conflicts", "Benefits", "Sales", "Jurisdictions", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Borrower shall execute and deliver such further instruments and perform such further acts as may be requested by Lender from time to time to confirm the provisions of this Amendment and the Documents, to carry out more effectively the purposes of this Amendment and the Documents, or to confirm the priority of any lien created by any of the Documents.", "references": ["Financial Statements", "Erisa", "Cooperation", "Representations", "Approvals", "Amendments", "Indemnifications", "Assigns", "Counterparts", "Change In Control", "Consents", "Litigations", "Releases", "Liens", "Terminations", "Waivers", "Insurances", "Warranties", "Disability", "Qualifications", "No Defaults", "Anti-Corruption Laws", "Expenses", "Disclosures", "Terms", "Closings", "Defined Terms", "Specific Performance", "Sales", "Agreements", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "In case any one or more of the obligations of the Credit Parties under this Agreement, the Notes or any of the other Loan Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining obligations of the Credit Parties shall not in any way be affected or impaired thereby, and such invalidity, illegality or unenforceability in one jurisdiction shall not affect the validity, legality or enforceability of the obligations of the Credit Parties under this Agreement, the Notes or any of the other Loan Documents in any other jurisdiction.", "references": ["Releases", "Assigns", "Amendments", "Governing Laws", "Brokers", "Terms", "Representations", "Records", "Subsidiaries", "No Defaults", "Vacations", "Intellectual Property", "Capitalization", "Positions", "Arbitration", "Effectiveness", "Definitions", "Venues", "Titles", "Entire Agreements", "Indemnifications", "Qualifications", "Use Of Proceeds", "Waiver Of Jury Trials", "No Waivers", "Authorizations", "Liens", "Benefits", "Defined Terms", "No Conflicts", "Severability"], "gold": ["Severability"]}
+{"input": "Upon the date of the issuance or increase of a Letter of Credit or the deemed issuance of the Existing Letters of Credit under Section 2.3(a), the applicable Issuing Lender shall be deemed to have sold to each other Lender and each other Lender shall have been deemed to have purchased from the Issuing Lender a participation in the related Letter of Credit Obligations equal to such Lender\u2019s Applicable Percentage at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement.\u00a0\u00a0The applicable Issuing Lender shall promptly notify each such participant Lender by facsimile, telephone, or telecopy of each Letter of Credit issued or increased and the actual dollar amount of such Lender\u2019s participation in such Letter of Credit.\u00a0\u00a0Each Lender\u2019s obligation to purchase participating interests pursuant to this Section and to reimburse such Issuing Lender for such Lender\u2019s Applicable Percentage of any payment under a Letter of Credit by such Issuing Lender not reimbursed in full by the Borrower shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any of the circumstances described in paragraph (f) below, (ii) the occurrence and continuance of a Default, (iii) an adverse change in the financial condition of the Borrower or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except for any such circumstance, happening or event constituting or arising from gross negligence or willful misconduct on the part of the applicable Issuing Lender.", "references": ["Change In Control", "Construction", "Employment", "Amendments", "Remedies", "Enforcements", "Indemnity", "Base Salary", "Waivers", "Successors", "Entire Agreements", "Transactions With Affiliates", "Effectiveness", "Miscellaneous", "Applicable Laws", "Costs", "Positions", "Liens", "Disability", "Taxes", "Publicity", "Notices", "Closings", "Powers", "Records", "Interests", "Assignments", "Subsidiaries", "Terminations", "Binding Effects", "Participations"], "gold": ["Participations"]}
+{"input": "The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia, applied without giving effect to any conflicts-of-law principles. Notwithstanding the above, the parties agree that decisions of Delaware courts interpreting and applying the similar indemnification and advancement provisions of Section\u00a0145 of the Delaware General Corporation law shall be persuasive authority in the absence of Georgia appellate decisions interpreting the indemnification and advancement provisions of the GBCC.", "references": ["Further Assurances", "Counterparts", "Sanctions", "Effectiveness", "General", "Use Of Proceeds", "Books", "Defined Terms", "Fees", "Death", "Headings", "Publicity", "Vacations", "Non-Disparagement", "Miscellaneous", "Venues", "Powers", "Terminations", "Specific Performance", "Successors", "Consents", "Liens", "Records", "Jurisdictions", "Binding Effects", "Titles", "Effective Dates", "Costs", "Indemnifications", "Consent To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as may be herein specifically provided to the contrary, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, and assigns; provided , however , that PA may not assign this Agreement without the prior express written consent of Manager, which consent may be withheld in its sole and absolute discretion. Any assignment in violation of the foregoing shall be null and void. Any breach of this provision, whether or not void or voidable, will constitute a material breach of this Agreement, and if such breach occurs, Manager may terminate (but shall not be obligated to terminate) this Agreement upon seventy-two (72) hours written notice to PA. Manager may (i) assign its rights and obligations hereunder to any third party, and (ii) collaterally assign its interest in this Agreement and its right to collect the fees provided in Section 4 hereunder to any financial institution or other third party in a financing transaction, in each case without the consent of PA.", "references": ["Capitalization", "Sales", "Counterparts", "Sanctions", "Indemnifications", "Benefits", "Authorizations", "Use Of Proceeds", "Agreements", "Anti-Corruption Laws", "Interpretations", "Survival", "Submission To Jurisdiction", "Representations", "Employment", "Costs", "Effective Dates", "Books", "Non-Disparagement", "Venues", "Change In Control", "Cooperation", "Applicable Laws", "Entire Agreements", "Intellectual Property", "Adjustments", "Further Assurances", "Duties", "Death", "Assigns", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Michigan. The Issuer has been duly created, and is validly existing as a statutory business trust in good standing under the laws of the State of Delaware. The Issuer has conducted and will conduct no business other than the transactions contemplated by this Agreement and the Declaration; the Issuer is not a party to or bound by any agreement or instrument other than this Agreement, the Declaration and the agreements and instruments contemplated by the Declaration; the Issuer has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Declaration; the Issuer is not a party to or subject to any action, suit or proceeding of any nature; and the Issuer is not, and at the Closing Date will not be, to the knowledge of the Closing Parties, classified as an association taxable as a corporation for United States federal income tax purposes.", "references": ["Payments", "Successors", "Vesting", "Capitalization", "Submission To Jurisdiction", "Interests", "Disability", "Severability", "Notices", "No Waivers", "Costs", "Change In Control", "Binding Effects", "Tax Withholdings", "Remedies", "Withholdings", "Erisa", "Subsidiaries", "Enforcements", "Entire Agreements", "Cooperation", "Records", "Waiver Of Jury Trials", "Applicable Laws", "No Conflicts", "Counterparts", "No Defaults", "Defined Terms", "Jurisdictions", "Vacations", "Organizations"], "gold": ["Organizations"]}
+{"input": "The Transactions (excluding use of proceeds) (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i)\u00a0such as have been obtained or made and are in full force and effect or those which the failure to obtain would not be reasonably expected to result in a Material Adverse Effect and (ii)\u00a0the filings referred to in Section\u00a03.12, (b)\u00a0will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other Loan Party or any order of any Governmental Authority except where any such violation would not reasonably expected to result in a Material Adverse Effect, (c)\u00a0will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or its assets except as would not reasonably expected to result in a Material Adverse Effect, and (d)\u00a0will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries (other than any Permitted Lien).", "references": ["Benefits", "Applicable Laws", "Consent To Jurisdiction", "Agreements", "Modifications", "Withholdings", "Fees", "Enforceability", "Participations", "Financial Statements", "Publicity", "Approvals", "Warranties", "Definitions", "Powers", "Change In Control", "Records", "Payments", "Brokers", "Assignments", "Representations", "Construction", "Counterparts", "Amendments", "Books", "Non-Disparagement", "Interests", "Compliance With Laws", "Closings", "Consents", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "As of the Restatement Date, the audited consolidated financial statements in the Manager\u2019s Annual Report on Form\u00a010-K for the fiscal year ended December\u00a031, 2017 and the unaudited condensed consolidated financial statements in the Manager\u2019s Quarterly Reports on Form\u00a010-Q for the fiscal quarters ended March\u00a031, 2018 and June\u00a030, 2018 included in the Offering Memorandum (i)\u00a0present fairly in all material respects the financial condition of Dine Brands Global and its Subsidiaries as of such date, and the results of operations for the respective periods then ended and (ii)\u00a0were prepared in accordance with GAAP (except as otherwise stated therein) applied consistently through the periods involved subject, in the case of such quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments.", "references": ["Litigations", "Binding Effects", "Jurisdictions", "Cooperation", "Organizations", "Disclosures", "Erisa", "Disability", "Insurances", "Interpretations", "Authority", "Withholdings", "Costs", "Consents", "Defined Terms", "Construction", "Further Assurances", "Remedies", "Subsidiaries", "Effectiveness", "Closings", "Confidentiality", "Powers", "Modifications", "No Waivers", "Anti-Corruption Laws", "Use Of Proceeds", "Duties", "Publicity", "Indemnity", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement and the other Loan Documents (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of NEW YORK.", "references": ["Enforceability", "Consents", "Indemnity", "Taxes", "Use Of Proceeds", "Binding Effects", "Enforcements", "Amendments", "Anti-Corruption Laws", "Insurances", "Compliance With Laws", "Notices", "Litigations", "Approvals", "Publicity", "Tax Withholdings", "Capitalization", "Interests", "Defined Terms", "Existence", "Non-Disparagement", "Successors", "Further Assurances", "Confidentiality", "Authority", "Employment", "Costs", "Intellectual Property", "Participations", "Venues", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement and each other Loan Document may be executed in one or more counterparts\u00a0(and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\u00a0 Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page\u00a0to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document.\u00a0 The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided , that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.", "references": ["Waivers", "Cooperation", "Insurances", "Employment", "Amendments", "Modifications", "Interests", "Disability", "Severability", "Waiver Of Jury Trials", "Intellectual Property", "Remedies", "Anti-Corruption Laws", "Fees", "Warranties", "Submission To Jurisdiction", "Sales", "Terminations", "Successors", "Solvency", "Releases", "Miscellaneous", "Enforceability", "Base Salary", "Venues", "Benefits", "Effective Dates", "Construction", "Use Of Proceeds", "Existence", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "There are no actions, suits or proceedings pending or, to the knowledge of Seller, threatened against or affecting Seller or the assets of Seller before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.", "references": ["Titles", "Adjustments", "Capitalization", "Indemnifications", "Change In Control", "Applicable Laws", "Approvals", "Disability", "Specific Performance", "Modifications", "Authorizations", "Severability", "Compliance With Laws", "Miscellaneous", "Vacations", "Assignments", "Counterparts", "Intellectual Property", "Erisa", "Authority", "Venues", "Waiver Of Jury Trials", "Participations", "Sales", "Brokers", "Withholdings", "No Conflicts", "Positions", "Binding Effects", "Integration", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Separation Agreement shall not become effective or enforceable until the eighth day after you sign this Separation Agreement. In other words, you may revoke your acceptance of this Separation Agreement within seven (7) days after the date you sign it. Your revocation must be in writing and received by 5:00 p.m. Pacific Time on the seventh day in order to be effective. If you do not revoke acceptance within the seven (7) day period, your acceptance of this Separation Agreement shall become binding and enforceable on the eighth day (\u201cEffective Date\u201d). The Severance Package shall become due and payable in accordance with section 5, provided this Separation Agreement has not been revoked.", "references": ["Indemnity", "Qualifications", "Change In Control", "Sanctions", "Subsidiaries", "Construction", "Assigns", "Capitalization", "Duties", "Vacations", "Representations", "Counterparts", "Waiver Of Jury Trials", "Agreements", "Consents", "Adjustments", "Solvency", "Intellectual Property", "Further Assurances", "Integration", "Cooperation", "Applicable Laws", "Positions", "Withholdings", "Defined Terms", "General", "Headings", "Vesting", "Venues", "No Waivers", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.", "references": ["Approvals", "Consents", "Consent To Jurisdiction", "Powers", "Tax Withholdings", "Arbitration", "Construction", "Entire Agreements", "Financial Statements", "Authority", "Payments", "Benefits", "Releases", "Disclosures", "Expenses", "Representations", "Indemnity", "Indemnifications", "Defined Terms", "Use Of Proceeds", "Closings", "Effective Dates", "Taxes", "Vesting", "Terms", "Litigations", "Waiver Of Jury Trials", "Warranties", "Remedies", "Assigns", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company shall reimburse the Contractor for all reasonable expenses incurred by it in the course of performing its duties and services under this Consulting Agreement, provided the expenses are consistent with the Company\u2019s policies in effect from time to time with respect to travel and other business expenses, and subject to, in the case of expenses in excess of $500, pre-approval by the CEO or his designee, and, in all cases, the Company\u2019s requirements with respect to reporting and documentation of expenses.", "references": ["Cooperation", "Qualifications", "Compliance With Laws", "Titles", "Authority", "Further Assurances", "Authorizations", "Interests", "Notices", "Enforcements", "Benefits", "Solvency", "Approvals", "Jurisdictions", "Taxes", "Waivers", "Books", "Specific Performance", "Representations", "Duties", "Consent To Jurisdiction", "Definitions", "Applicable Laws", "Fees", "Enforceability", "Transactions With Affiliates", "Severability", "Positions", "Agreements", "Withholdings", "Expenses"], "gold": ["Expenses"]}
+{"input": "Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient (a) upon receipt, when delivered personally or by courier, (b) the next business day after sent, when sent by overnight delivery service, (c) upon delivery if given by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient\u2019s next business day, or (d) three (3) business days after being deposited in the U.S. mail as certified or registered mail, return receipt requested, with postage prepaid, if in each instance such notice is addressed to the party to be notified at such Party\u2019s address as set forth on the signature pages hereto or as subsequently modified by written notice.", "references": ["Agreements", "Death", "Definitions", "Survival", "Effective Dates", "Miscellaneous", "Disclosures", "Jurisdictions", "Brokers", "Counterparts", "Modifications", "Fees", "Intellectual Property", "Consent To Jurisdiction", "Waivers", "Specific Performance", "Terms", "Erisa", "Solvency", "No Conflicts", "Compliance With Laws", "Governing Laws", "Vesting", "Benefits", "Enforceability", "Vacations", "Authority", "Consents", "Change In Control", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Nevada, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Nevada for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement, waive all procedural objections to suit in that jurisdiction, including, without limitation, objections as to venue or inconvenience, agree that service in any such action may be made by notice given in accordance with Section 18 and also agree that any action instituted under this Agreement shall be brought only in the courts of the State of Nevada.", "references": ["Specific Performance", "Modifications", "Submission To Jurisdiction", "Remedies", "Compliance With Laws", "Definitions", "Interpretations", "Assignments", "Costs", "Anti-Corruption Laws", "Consent To Jurisdiction", "Integration", "Consents", "Disclosures", "Enforceability", "No Waivers", "Miscellaneous", "Further Assurances", "Releases", "Arbitration", "Binding Effects", "Withholdings", "Adjustments", "Capitalization", "Warranties", "Subsidiaries", "Erisa", "Solvency", "Powers", "Books", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Investor has tendered to the Company two\u00a0(2) completed and manually signed copies of this Subscription Agreement and one (1) completed and manually signed copy a Rule 506 Disqualification Event Questionnaire. Simultaneously with tendering this Subscription Agreement, the Investor is delivering to the Company the Total Subscription Amount in accordance with the wire transfer instructions provided separately by the Company.", "references": ["Counterparts", "Effectiveness", "Releases", "Representations", "Confidentiality", "Waiver Of Jury Trials", "Organizations", "Successors", "Subsidiaries", "Duties", "Capitalization", "Binding Effects", "Enforcements", "Terms", "Publicity", "Solvency", "General", "Titles", "Governing Laws", "Use Of Proceeds", "Miscellaneous", "Adjustments", "Books", "Sales", "Disclosures", "Assignments", "Survival", "Further Assurances", "Assigns", "Waivers", "Payments"], "gold": ["Payments"]}
+{"input": "Borrower and each of its Subsidiaries has to the best knowledge of Borrower after due investigation filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books or which the failure to file or pay could not reasonably be expected to have a Material Adverse Effect.", "references": ["Non-Disparagement", "Withholdings", "Enforcements", "Disclosures", "Intellectual Property", "Arbitration", "No Conflicts", "Disability", "Integration", "Expenses", "Successors", "Positions", "Solvency", "Capitalization", "Brokers", "Financial Statements", "Defined Terms", "Survival", "Vesting", "Forfeitures", "No Waivers", "Enforceability", "Liens", "Terminations", "Binding Effects", "Litigations", "Representations", "No Defaults", "Remedies", "Indemnifications", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company agrees to pay as incurred and within twenty (20) days after submission of supporting documentation, to the full extent permitted by law, all legal fees and expenses the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) with respect to which the Executive is successful on the merits, plus, in each case, interest on any delayed payment at the applicable Federal rate provided for in Section\u00a07872(f)(2)(A) of the Code. The Company\u2019s payment of any eligible expenses must be made no later than December 31 of the year after the year in which the expense was incurred.", "references": ["Organizations", "Notices", "Books", "Taxes", "Entire Agreements", "Closings", "Severability", "Counterparts", "Sales", "Governing Laws", "Waiver Of Jury Trials", "Qualifications", "Duties", "Approvals", "Authority", "Vesting", "Waivers", "Releases", "Successors", "Further Assurances", "Benefits", "Publicity", "Insurances", "Applicable Laws", "Consents", "Modifications", "Specific Performance", "Binding Effects", "Disability", "Authorizations", "Expenses"], "gold": ["Expenses"]}
+{"input": "Any notice delivered under this Agreement shall be deemed duly delivered 3 business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, to the Company at its principal headquarters and to the Executive at the address most recently shown on the personnel records of the Company. Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section\u00a013.2.", "references": ["Transactions With Affiliates", "Disability", "Capitalization", "Base Salary", "Terms", "Sales", "Terminations", "Venues", "Non-Disparagement", "Assignments", "Consent To Jurisdiction", "Approvals", "Further Assurances", "Organizations", "Indemnifications", "Forfeitures", "Warranties", "Effective Dates", "Defined Terms", "Adjustments", "Positions", "Successors", "Publicity", "Jurisdictions", "Counterparts", "Intellectual Property", "Liens", "Miscellaneous", "Representations", "Integration", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement and its interpretation, validity and performance shall be governed by the laws of the State of Iowa.", "references": ["Releases", "Modifications", "Amendments", "Capitalization", "Powers", "Consents", "Disclosures", "Titles", "Records", "Forfeitures", "Counterparts", "Compliance With Laws", "Erisa", "Cooperation", "Headings", "No Waivers", "Brokers", "Books", "Remedies", "Vesting", "Waiver Of Jury Trials", "General", "Specific Performance", "Expenses", "Litigations", "Waivers", "Authority", "Indemnity", "Qualifications", "Solvency", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Stock Unit Agreement shall specify the number of Shares to which the Stock Unit Grant pertains and is subject to adjustment of such number in accordance with Section 11. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients.", "references": ["Indemnity", "Headings", "Applicable Laws", "Brokers", "Survival", "Construction", "No Waivers", "Titles", "Venues", "Waiver Of Jury Trials", "Disclosures", "Arbitration", "Integration", "Miscellaneous", "Participations", "Death", "Liens", "Amendments", "Publicity", "Cooperation", "Powers", "General", "Books", "Indemnifications", "Enforceability", "Erisa", "Solvency", "Releases", "Base Salary", "Vacations", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of such counterparts taken together shall be deemed to constitute one and the same instrument.\u00a0\u00a0A set of the copies of this Agreement signed by all the parties shall be delivered to the Borrower and the Administrative Agent.", "references": ["Notices", "Further Assurances", "Modifications", "Fees", "Approvals", "No Defaults", "Erisa", "Applicable Laws", "Expenses", "Specific Performance", "Taxes", "Disability", "Books", "Consents", "Defined Terms", "Headings", "Enforcements", "Jurisdictions", "Publicity", "Severability", "Terms", "Records", "Arbitration", "Existence", "No Conflicts", "Powers", "Assignments", "Subsidiaries", "General", "Definitions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Parent and its Subsidiaries will do or cause to be done all things necessary to preserve, renew and keep in full force and effect their legal existence and the rights, licenses, permits and privileges to the conduct of its business (except as otherwise expressly permitted under Section 8.4 and Section 8.5 ).", "references": ["Costs", "Arbitration", "Assignments", "Financial Statements", "Authority", "Base Salary", "Waiver Of Jury Trials", "Closings", "Participations", "Assigns", "Modifications", "Further Assurances", "Solvency", "Notices", "Titles", "Consents", "Consent To Jurisdiction", "Interests", "Waivers", "Positions", "Employment", "Non-Disparagement", "Duties", "Successors", "Disability", "Approvals", "Forfeitures", "Submission To Jurisdiction", "Use Of Proceeds", "No Conflicts", "Existence"], "gold": ["Existence"]}
+{"input": "This Agreement, for all purposes, shall be construed in accordance with the laws of Pennsylvania without regard to conflicts-of-law principles.", "references": ["Indemnity", "Notices", "Miscellaneous", "Base Salary", "Qualifications", "Taxes", "Authorizations", "No Conflicts", "Payments", "Agreements", "Warranties", "General", "Terms", "Books", "Disability", "Jurisdictions", "Modifications", "Records", "Disclosures", "Confidentiality", "Amendments", "Powers", "Adjustments", "Subsidiaries", "Further Assurances", "No Waivers", "Organizations", "Participations", "Remedies", "Counterparts", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, and no Purchaser shall have any\u00a0obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this\u00a0 Section\u00a03.2 2 \u00a0that may be due in connection with the transactions contemplated by the Transaction Documents.", "references": ["Authority", "Use Of Proceeds", "Integration", "Compliance With Laws", "Participations", "Consent To Jurisdiction", "Withholdings", "Subsidiaries", "Transactions With Affiliates", "Insurances", "Submission To Jurisdiction", "Further Assurances", "Entire Agreements", "Vesting", "Enforceability", "Anti-Corruption Laws", "Taxes", "Duties", "Powers", "Severability", "Positions", "Indemnity", "Notices", "Modifications", "Survival", "Assignments", "Litigations", "Remedies", "Indemnifications", "Vacations", "Fees"], "gold": ["Fees"]}
+{"input": "Each of the Administrative Agent and the Lenders agrees to hold any information which it may receive from the Borrower or any of its Subsidiaries in connection with this Agreement or the other Loan Documents in confidence and to use such information solely for the purpose of evaluating, administering or enforcing the Loan Documents or the transactions effected thereby, except for disclosure (i)\u00a0to its Affiliates and to the Administrative Agent and any other Lender and their respective Affiliates (provided that each of the Administrative Agent and the Lenders shall be responsible for any violation of this Section\u00a09.11 by any of its Affiliates as if such Affiliates were bound hereby), (ii) to legal counsel, accountants, and other professional advisors to the Administrative Agent or such Lender provided such parties have been notified of the confidential nature of such information, (iii)\u00a0as provided in Section\u00a012.3(e), (iv) to regulatory officials, (v)\u00a0to any Person as requested pursuant to or as required by law, regulation, or legal process, (vi)\u00a0to any Person in connection with any legal proceeding to which it is a party, (vii)\u00a0to its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties provided such parties have been notified of the confidential nature of such information, (viii)\u00a0to rating agencies if requested or required by such agencies in connection with a rating relating to the Advances hereunder, (ix)\u00a0in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (x)\u00a0with the Borrower\u2019s consent, (xi)\u00a0subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement and (xii)\u00a0to the extent such Information (1)\u00a0becomes publicly available other than as a result of a breach of this Section or (2)\u00a0becomes available to the Administrative Agent, the LC Issuer, the Swing Line Lender or any other Lender on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries. Without limiting Section\u00a09.4, the Borrower agrees that the terms of this Section\u00a09.11 shall set forth the entire agreement between the Borrower and the Administrative Agent and each Lender with respect to any confidential information previously or hereafter received by the Administrative Agent or such Lender in connection with this Agreement, and this Section\u00a09.11 shall supersede any and all prior confidentiality agreements entered into by the Administrative Agent or any Lender with respect to such confidential information. The obligations of the Administrative Agent and the Lenders under this Section\u00a09.11 shall survive termination of this Agreement for a period of six months thereafter. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.", "references": ["Duties", "Effective Dates", "Sales", "Subsidiaries", "Financial Statements", "Transactions With Affiliates", "Entire Agreements", "Disability", "Insurances", "Closings", "Disclosures", "Indemnifications", "Submission To Jurisdiction", "Agreements", "Arbitration", "Releases", "Litigations", "Counterparts", "Erisa", "Consents", "Venues", "Employment", "Capitalization", "Assignments", "Waivers", "General", "Interests", "Use Of Proceeds", "Taxes", "Participations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a)\u00a0upon personal delivery to the party to be notified, (b)\u00a0five (5)\u00a0days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c)\u00a0one (1)\u00a0Business Day after deposit with a nationally recognized overnight courier, specifying next Business Day delivery, with written verification of receipt. All notices and other communications shall be sent to the Company or the Investors, respectively, at the address listed on the signature page hereof or at such other address as the Company or the Investors, respectively, may designate by ten (10)\u00a0days\u2019 advance written notice to the other parties hereto.", "references": ["Confidentiality", "No Conflicts", "Publicity", "Enforcements", "Effective Dates", "Expenses", "Litigations", "Amendments", "Terms", "Erisa", "Venues", "Waivers", "Arbitration", "No Defaults", "Withholdings", "Jurisdictions", "Existence", "Entire Agreements", "Fees", "Governing Laws", "Compliance With Laws", "Interests", "Severability", "Disability", "Successors", "Effectiveness", "Releases", "Remedies", "Consent To Jurisdiction", "Modifications", "Notices"], "gold": ["Notices"]}
+{"input": "Interpretation of the Plan shall be within the sole discretion of the Committee or the Administrator with respect to their respective duties hereunder. If any member of, or delegate of, the Committee or the Administrator shall also be a Participant or Beneficiary, then such individual may not participate in any determinations affecting the individual\u2019s benefits under the Plan. The Committee\u2019s and the Administrator\u2019s determinations shall be final and binding on all parties with an interest hereunder, unless determined to be arbitrary and capricious.", "references": ["Remedies", "Entire Agreements", "Subsidiaries", "Sanctions", "Terms", "Assigns", "Intellectual Property", "Notices", "Successors", "Existence", "Enforcements", "Fees", "Vacations", "Participations", "Capitalization", "Qualifications", "Titles", "Erisa", "Jurisdictions", "Organizations", "Warranties", "Enforceability", "Litigations", "Effectiveness", "Cooperation", "Disability", "Consent To Jurisdiction", "Integration", "Indemnity", "Arbitration", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "If the purchase and sale of the Property under this Agreement is not consummated for a reason other than a default by one of the Parties, then (i) the Title Company and each Party shall return to the depositor thereof the Earnest Money and all other funds and items which were deposited hereunder (except that Seller shall retain the Non-Refundable Payment); and (ii) Seller and Buyer shall each bear one-half of any Escrow cancellation charges. Any return of funds or other items by the Title Company or any Party as provided herein shall not relieve either Party of any liability it may have for its wrongful failure to close.", "references": ["Erisa", "Anti-Corruption Laws", "Insurances", "Powers", "Costs", "Modifications", "Benefits", "Integration", "Amendments", "Brokers", "Fees", "Liens", "Titles", "Disclosures", "Effective Dates", "Tax Withholdings", "Participations", "Applicable Laws", "General", "Positions", "Adjustments", "Cooperation", "Death", "Qualifications", "Existence", "Forfeitures", "Compliance With Laws", "Terminations", "Severability", "Remedies", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement may be amended, waived, changed, modified or discharged only by a writing signed by both of the parties.", "references": ["Adjustments", "Assignments", "Liens", "Representations", "Erisa", "Benefits", "Further Assurances", "Governing Laws", "Withholdings", "Venues", "Jurisdictions", "Records", "Litigations", "Releases", "Transactions With Affiliates", "Powers", "Subsidiaries", "Non-Disparagement", "Interpretations", "Effectiveness", "Death", "Payments", "Closings", "Duties", "No Conflicts", "Modifications", "Agreements", "Books", "Financial Statements", "Interests", "Amendments"], "gold": ["Amendments"]}
+{"input": "Set forth on Schedule 6.13 is a complete and accurate list as of the Restatement Effective Date of each Subsidiary, together with (i) jurisdiction of organization, and (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Parent or any Subsidiary, (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights (other than stock options granted to officers, employees or directors and directors\u2019 qualifying shares) with respect thereto, and (iv) if applicable, identification of any such Subsidiary as an Immaterial Subsidiary.", "references": ["Interpretations", "Approvals", "Terms", "Counterparts", "Duties", "Successors", "Use Of Proceeds", "Consent To Jurisdiction", "Effective Dates", "Sanctions", "Solvency", "Integration", "Liens", "Capitalization", "Disclosures", "Miscellaneous", "Interests", "Forfeitures", "Modifications", "Confidentiality", "Participations", "Agreements", "Assigns", "Erisa", "Powers", "Submission To Jurisdiction", "Transactions With Affiliates", "Sales", "Survival", "Benefits", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Borrower is a corporation duly organized and validly existing under the laws of the State of Maryland, with its principal place of business in Oak Brook, Illinois and is duly qualified as a foreign corporation, properly licensed (if required), in good standing and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to be so qualified, licensed and in good standing and to have the requisite authority would not reasonably be expected to have a Material Adverse Effect. Each of the Borrower\u2019s Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except (i)\u00a0in the case of any such Subsidiary that is not a Subsidiary Guarantor, where the failure to be duly formed or validly existing would not reasonably be expected to have a Material Adverse Effect, and (ii) in each case, where the failure to be so qualified, licensed and in good standing and to have the requisite authority would not reasonably be expected to have a Material Adverse Effect.", "references": ["Remedies", "Warranties", "Subsidiaries", "No Conflicts", "Definitions", "Litigations", "Fees", "Waivers", "Organizations", "Arbitration", "Capitalization", "Anti-Corruption Laws", "Sanctions", "Assigns", "Use Of Proceeds", "Titles", "Successors", "Indemnity", "Severability", "Interests", "Jurisdictions", "Waiver Of Jury Trials", "Effective Dates", "Publicity", "Amendments", "Intellectual Property", "Notices", "Authorizations", "Releases", "Participations", "Existence"], "gold": ["Existence"]}
+{"input": "All capitalized terms used herein shall have the same meaning as defined in the Lease, unless otherwise defined in this Fourth Amendment.", "references": ["Approvals", "Arbitration", "Venues", "Enforceability", "Insurances", "Transactions With Affiliates", "Solvency", "Miscellaneous", "General", "Terminations", "Positions", "Terms", "Submission To Jurisdiction", "Agreements", "Consents", "Modifications", "Liens", "Authority", "Entire Agreements", "Assigns", "Effectiveness", "No Defaults", "Costs", "No Waivers", "Vesting", "Survival", "Non-Disparagement", "Notices", "Publicity", "Applicable Laws", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Note, the Loan Agreement, this Deed of Trust and the other Loan Documents constitute the entire understanding and agreement between Trustor and Beneficiary with respect to the transactions arising in connection with the Obligations and supersede all prior written or oral understandings and agreements between Trustor and Beneficiary with respect thereto. Trustor hereby acknowledges that, except as incorporated in writing in the Note, the Loan Agreement, this Deed of Trust and the other Loan Documents, there are not, and were not, and no Persons are or were authorized by Beneficiary to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the transaction which is the subject of the Note, the Loan Agreement, this Deed of Trust and the other Loan Documents.", "references": ["Terms", "Books", "Counterparts", "Records", "Benefits", "Successors", "Enforcements", "Effectiveness", "Authority", "Titles", "Financial Statements", "Indemnifications", "Terminations", "General", "Releases", "Qualifications", "Insurances", "Waivers", "Base Salary", "Costs", "Effective Dates", "Survival", "Definitions", "Closings", "Severability", "Sanctions", "Governing Laws", "Forfeitures", "Intellectual Property", "No Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If any Event of Default occurs, Landlord may at any time after such occurrence, with or without notice or demand except as stated in this Section 5.2, and without limiting Landlord in the exercise of any right or remedy at law which Landlord may have by reason of such Event of Default, exercise the rights and remedies, either singularly or in combination, as are specified or described in the subsections of this Section 5.2.", "references": ["Authority", "Tax Withholdings", "Qualifications", "Waiver Of Jury Trials", "Assigns", "Applicable Laws", "Definitions", "Taxes", "Indemnity", "Costs", "Jurisdictions", "Cooperation", "Specific Performance", "Successors", "Notices", "Authorizations", "Confidentiality", "Books", "Existence", "Enforcements", "Adjustments", "Compliance With Laws", "Benefits", "General", "Litigations", "Modifications", "Miscellaneous", "Sanctions", "Powers", "Waivers", "Remedies"], "gold": ["Remedies"]}
+{"input": "Each of the Administrative Agent and the Lenders shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a)\u00a0to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b)\u00a0to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c)\u00a0to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d)\u00a0to any other Party, (e)\u00a0in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f)\u00a0subject to an agreement containing provisions substantially the same as those of this Section 10.5 , to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (g) on a confidential basis to (i) any rating agency in connection with rating the Parent, the Borrower or their Subsidiaries or the Term Loans or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Term Loans, (h)\u00a0with the consent of the Parent or the Borrower or (i)\u00a0to the extent such Information (i)\u00a0becomes publicly available other than as a result of a breach of this Section 10.5 or (ii)\u00a0becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Parent or the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Term Loan Commitments.", "references": ["Tax Withholdings", "Costs", "Brokers", "Cooperation", "Vacations", "Transactions With Affiliates", "Base Salary", "Positions", "Consent To Jurisdiction", "Submission To Jurisdiction", "Anti-Corruption Laws", "Records", "Qualifications", "Miscellaneous", "Disclosures", "Approvals", "Sales", "Binding Effects", "Modifications", "Effective Dates", "Survival", "Jurisdictions", "Fees", "Arbitration", "Books", "Adjustments", "Construction", "No Defaults", "Liens", "Expenses", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the TSA.", "references": ["Successors", "Specific Performance", "Defined Terms", "General", "Approvals", "Vesting", "Adjustments", "No Conflicts", "Brokers", "Fees", "Amendments", "Qualifications", "Modifications", "Waiver Of Jury Trials", "Costs", "Closings", "Liens", "Use Of Proceeds", "Interests", "Consents", "Change In Control", "Vacations", "Base Salary", "Tax Withholdings", "Publicity", "Miscellaneous", "Terms", "No Defaults", "Participations", "Anti-Corruption Laws", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Third Supplemental Indenture may be executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.", "references": ["Non-Disparagement", "Severability", "Waivers", "Notices", "Venues", "Forfeitures", "Indemnifications", "Consent To Jurisdiction", "Capitalization", "Interests", "Withholdings", "Survival", "Fees", "Further Assurances", "Definitions", "Publicity", "Arbitration", "Amendments", "Warranties", "Tax Withholdings", "Consents", "Benefits", "Adjustments", "Miscellaneous", "Confidentiality", "Jurisdictions", "Sanctions", "Defined Terms", "Existence", "Erisa", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any parties. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.", "references": ["Miscellaneous", "Titles", "Enforcements", "Specific Performance", "Insurances", "Sanctions", "Anti-Corruption Laws", "Modifications", "Forfeitures", "Amendments", "Terms", "Records", "Assigns", "Positions", "Existence", "Non-Disparagement", "No Defaults", "Interests", "No Conflicts", "Subsidiaries", "Vesting", "Enforceability", "Disability", "Integration", "Venues", "Closings", "Intellectual Property", "General", "Fees", "Indemnifications", "Severability"], "gold": ["Severability"]}
+{"input": "The undersigned is a duly authorized officer of Borrower.", "references": ["Confidentiality", "Fees", "Headings", "Books", "Consents", "Publicity", "Duties", "Integration", "Erisa", "Terminations", "Subsidiaries", "Releases", "Benefits", "Liens", "Costs", "Approvals", "Specific Performance", "Remedies", "Organizations", "Litigations", "Vesting", "Successors", "Qualifications", "Indemnifications", "Vacations", "Defined Terms", "Enforceability", "Miscellaneous", "Change In Control", "Death", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code) (\u201c Section 409A of the Code \u201d). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Employer nor its directors, officers, employees or advisers, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code.", "references": ["Anti-Corruption Laws", "Cooperation", "Use Of Proceeds", "Transactions With Affiliates", "Vesting", "Forfeitures", "Intellectual Property", "Amendments", "Enforceability", "Vacations", "Further Assurances", "Costs", "Submission To Jurisdiction", "Effective Dates", "Venues", "Terms", "Positions", "Financial Statements", "Jurisdictions", "No Conflicts", "Miscellaneous", "Employment", "Erisa", "Defined Terms", "Adjustments", "No Defaults", "Integration", "Authorizations", "Governing Laws", "Subsidiaries", "General"], "gold": ["General"]}
+{"input": "Notices and other communication provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or electronic photocopy format sent by electronic mail, to the applicable party at its address set forth below its name on the signature pages of this Guaranty or such other address as shall be designated by such party in a written notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Guaranty shall be deemed to have been given on the fifth Business Day after the date when sent by registered or certified mail, postage prepaid, return receipt requested, if by mail, or upon receipt by such party, if by any electronic or facsimile communications equipment, in each case addressed to such party as provided herein or in accordance with the latest unrevoked written direction from such party.", "references": ["Insurances", "Waiver Of Jury Trials", "Releases", "Specific Performance", "Books", "Remedies", "Modifications", "Waivers", "Intellectual Property", "No Conflicts", "Disability", "Titles", "Costs", "Successors", "Authority", "Effectiveness", "Non-Disparagement", "Warranties", "No Defaults", "Severability", "Death", "Subsidiaries", "Tax Withholdings", "Brokers", "Submission To Jurisdiction", "Erisa", "Qualifications", "Survival", "Capitalization", "Entire Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "Your position is EVP - Chief Technology Officer. This position is based in our Customer Support Center, and you will report to Ed Stack, Chairman & Chief Executive Officer. We look forward to having you begin employment on a date to be determined.", "references": ["No Waivers", "Consents", "Records", "No Defaults", "Litigations", "Costs", "Participations", "Approvals", "Vacations", "Death", "Brokers", "Binding Effects", "Intellectual Property", "Disclosures", "Authorizations", "Definitions", "Fees", "Indemnifications", "Submission To Jurisdiction", "Remedies", "Expenses", "Closings", "Releases", "Publicity", "Non-Disparagement", "Amendments", "Compliance With Laws", "Warranties", "No Conflicts", "Existence", "Positions"], "gold": ["Positions"]}
+{"input": "In the event that any one or more of the provisions contained herein shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and all other provisions shall remain in full force and effect. If any of the provisions of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.", "references": ["Definitions", "Costs", "Defined Terms", "Compliance With Laws", "Terminations", "Withholdings", "Sanctions", "Anti-Corruption Laws", "Cooperation", "Waivers", "Publicity", "Powers", "Jurisdictions", "Employment", "Governing Laws", "Further Assurances", "Participations", "Intellectual Property", "Amendments", "Interpretations", "Indemnity", "Capitalization", "Non-Disparagement", "Solvency", "Taxes", "Interests", "Titles", "Authority", "Expenses", "Adjustments", "Severability"], "gold": ["Severability"]}
+{"input": "(1)\u00a0 Annual Election . Prior to January\u00a01 of each Plan Year, an Employee may elect: (A)\u00a0to make Before-tax Deposits from his or her Base Compensation that will be earned and paid in such Plan Year, (B)\u00a0to make Before-tax Deposits from his or her Bonus Compensation that will be earned (or begin to be earned) in such Plan Year, (C)\u00a0to defer all or a portion of his or her Equity Awards that will be granted in such Plan Year (for this purpose, an Equity Award shall be considered granted when the Parent takes action to approve such grant), and (D)\u00a0the form and time of distribution of the Account with respect to such Plan Year, as permitted by Section\u00a07.1(b). Such election shall be made as of the times the Committee may prescribe and shall be irrevocable as of December\u00a031 of the year immediately preceding the Plan Year for which such elections are effective.", "references": ["Remedies", "Base Salary", "Modifications", "Erisa", "Jurisdictions", "Releases", "Applicable Laws", "Construction", "Fees", "Capitalization", "Arbitration", "Entire Agreements", "Venues", "Titles", "Survival", "Compliance With Laws", "Waivers", "No Waivers", "Benefits", "Counterparts", "Authorizations", "Specific Performance", "Payments", "Employment", "Definitions", "Subsidiaries", "Forfeitures", "Consent To Jurisdiction", "Authority", "Organizations", "General"], "gold": ["General"]}
+{"input": "To Seller\u2019s Knowledge, Seller has filed all tax returns required to be filed with respect to the Assets, and paid in full all Taxes owed with respect to the Assets (whether or not shown on a Tax Return).\u00a0 To Seller\u2019s Knowledge, there are no liens for Taxes on any of the Assets other than with respect to Taxes not yet due and payable.\u00a0 None of the Assets are (or will be as of the Closing Date) held in an arrangement (other than as may arise by virtue of Seller\u2019s organizational or governing documents) that is treated as a partnership or any entity for federal, state or local income Tax purposes.", "references": ["General", "Titles", "Erisa", "Forfeitures", "Representations", "Existence", "Financial Statements", "Brokers", "Assigns", "Transactions With Affiliates", "Waivers", "Submission To Jurisdiction", "Intellectual Property", "Authorizations", "Indemnity", "Further Assurances", "Employment", "Effective Dates", "Construction", "Confidentiality", "Integration", "Entire Agreements", "Approvals", "Cooperation", "Survival", "Headings", "Definitions", "Tax Withholdings", "No Conflicts", "Subsidiaries", "Taxes"], "gold": ["Taxes"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a011.04(c) without regard to the existence of any participation.", "references": ["Definitions", "Modifications", "Arbitration", "Powers", "Tax Withholdings", "Sales", "Entire Agreements", "Construction", "Vesting", "Capitalization", "Taxes", "Confidentiality", "Closings", "Liens", "Terminations", "Venues", "Authorizations", "Warranties", "Authority", "Cooperation", "Waiver Of Jury Trials", "Binding Effects", "Organizations", "Counterparts", "Indemnity", "Change In Control", "Transactions With Affiliates", "Death", "Effectiveness", "Assignments", "Participations"], "gold": ["Participations"]}
+{"input": "Any disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the rules. The legal place of arbitration shall be New York, NY, USA. The language of the arbitration shall be English.", "references": ["Waiver Of Jury Trials", "Counterparts", "Change In Control", "Cooperation", "Successors", "Amendments", "Sales", "Authority", "Anti-Corruption Laws", "Interests", "Financial Statements", "Effectiveness", "Powers", "Solvency", "Assigns", "Construction", "Existence", "Agreements", "Assignments", "Miscellaneous", "Survival", "Specific Performance", "Tax Withholdings", "Authorizations", "Further Assurances", "Costs", "No Waivers", "Indemnifications", "Submission To Jurisdiction", "Terms", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Company shall be entitled to withhold, or cause to be withheld, from payment any amount payable under this Employment Agreement of any payroll and withholding taxes required by law, as determined by the Company in good faith.", "references": ["Closings", "Confidentiality", "Cooperation", "Records", "Vesting", "Remedies", "Positions", "Benefits", "Vacations", "Enforcements", "Releases", "Non-Disparagement", "Waiver Of Jury Trials", "Duties", "Disability", "Headings", "Erisa", "Applicable Laws", "Jurisdictions", "Indemnity", "Intellectual Property", "Solvency", "No Conflicts", "Severability", "Death", "Integration", "Notices", "Effective Dates", "Transactions With Affiliates", "Representations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "You agree to assist Cavco, upon its reasonable request, in participating in the preparation for, response to, prosecution and/or defense of any litigation, investigation or other matter arising out of or related to your employment with or duties while employed with Cavco, including but not limited to the current SEC investigation in which you have been subpoenaed. You agree this obligation will survive the termination of your employment. If the cooperation is required after the termination of your employment, the Company will schedule the cooperation to minimize disruption to your schedule and agrees to compensate you for your reasonable legal expenses associated with that cooperation.", "references": ["Authority", "Effectiveness", "Headings", "Warranties", "Adjustments", "Assignments", "Records", "Enforceability", "Confidentiality", "No Defaults", "Vacations", "General", "Binding Effects", "No Conflicts", "Indemnifications", "Costs", "Powers", "Terms", "Qualifications", "Closings", "Modifications", "Compliance With Laws", "Representations", "Jurisdictions", "Entire Agreements", "Duties", "Releases", "Titles", "Books", "Financial Statements", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.7(a) ; (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person\u2019s or entity\u2019s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.", "references": ["Terms", "Insurances", "Venues", "No Conflicts", "Solvency", "Effective Dates", "Binding Effects", "Terminations", "Vacations", "Titles", "Specific Performance", "Sales", "Litigations", "Anti-Corruption Laws", "No Defaults", "Employment", "Base Salary", "Transactions With Affiliates", "Publicity", "Headings", "Further Assurances", "Books", "General", "Entire Agreements", "Authority", "Brokers", "Jurisdictions", "Integration", "Financial Statements", "Expenses", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns, including, but not limited to, any successor entity resultin g from a Change in Control.", "references": ["Capitalization", "Notices", "Amendments", "Organizations", "Anti-Corruption Laws", "Remedies", "Subsidiaries", "Fees", "Payments", "Entire Agreements", "Transactions With Affiliates", "Jurisdictions", "Terms", "Use Of Proceeds", "Specific Performance", "Modifications", "Vacations", "Arbitration", "Disability", "Representations", "Intellectual Property", "Governing Laws", "Existence", "Compliance With Laws", "Erisa", "Severability", "Change In Control", "Confidentiality", "Submission To Jurisdiction", "General", "Successors"], "gold": ["Successors"]}
+{"input": "The Plan replaced and superseded the Senior Management Incentive Compensation Plan and any prior versions of the Incentive Compensation Plan, and was originally effective as of October\u00a023,\u00a02013. If the Committee determines as of the date of grant of an award that the award is intended to qualify as Performance-Based Compensation, no amount will be paid pursuant to such award until any stockholder approval required under Section 162(m) of the Code has been obtained.", "references": ["Duties", "Binding Effects", "Consents", "Authority", "Remedies", "Enforcements", "Subsidiaries", "Confidentiality", "Sanctions", "Waiver Of Jury Trials", "Litigations", "Modifications", "Survival", "Applicable Laws", "Death", "Indemnifications", "Arbitration", "Books", "Further Assurances", "Vacations", "Construction", "Capitalization", "Erisa", "Disability", "Sales", "Assigns", "Organizations", "Amendments", "Compliance With Laws", "Fees", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Employee agrees that in light of the money and benefits conferred to her under this Agreement, the narrow nature of the restrictive covenants imposed under Sections 11(b) and 11(c) are reasonable and will not result in any hardship to her.\u00a0Further, Employee acknowledges and agrees that her breach of any obligation under this Section\u00a011 would cause irreparable harm to the Pentair Entities and that such harm may not be compensable entirely with monetary damages.\u00a0If Employee violates her obligations under this section, the aggrieved Pentair Entities may, but shall not be required to, seek injunctive relief and/or any other remedy allowed at law, in equity, or under this Agreement.\u00a0Any injunctive relief sought shall be in addition to and not in limitation of any monetary relief or other remedies or rights at law, in equity, or under this Agreement. In connection with any suit at law or in equity under this Agreement, the Pentair Entities shall be entitled to an accounting, and to the repayment of all profits, compensation, commissions, fees, or other remuneration which Employee or any other entity or person has either directly or indirectly realized on its behalf or on behalf of another and/or may realize, as a result of, growing out of, or in connection with the violation which is the subject of the suit.\u00a0Further, in the event of Employee\u2019s breach of this section, Employee shall disgorge the value of all payments and benefits conferred to her by virtue of this Agreement, including the Separation Payment.\u00a0In addition to the foregoing, the Pentair Entities shall be entitled to collect from Employee any reasonable attorney\u2019s fees and costs incurred in bringing any action against Employee or otherwise to enforce the terms of this Agreement.\u00a0The parties agree that it is their intent that the restrictions in this Section\u00a011 be enforced to the maximum allowable extent or modified to permit enforcement to the maximum allowable extent under the laws of Minnesota as determined by a court of appropriate jurisdiction in Minnesota, and the parties further agree to and acknowledge the sufficiency of the parties\u2019 contacts with the State of Minnesota in order to confer exclusive jurisdiction of Minnesota courts applying Minnesota law.", "references": ["Successors", "Modifications", "No Waivers", "Withholdings", "Agreements", "Duties", "Enforceability", "Non-Disparagement", "Employment", "Existence", "Records", "Representations", "Disclosures", "Use Of Proceeds", "Intellectual Property", "Disability", "Counterparts", "Assigns", "Severability", "Enforcements", "Consent To Jurisdiction", "Death", "Compliance With Laws", "Waiver Of Jury Trials", "Governing Laws", "Interpretations", "Binding Effects", "Definitions", "Transactions With Affiliates", "Construction", "Notices"], "gold": ["Notices"]}
+{"input": "Wherever the context of the Plan dictates, words used in the plural shall be read as the singular and the singular as the plural.", "references": ["Non-Disparagement", "Headings", "Costs", "Sales", "Warranties", "Assigns", "Entire Agreements", "Fees", "Employment", "Compliance With Laws", "Subsidiaries", "No Defaults", "Vesting", "Litigations", "Waiver Of Jury Trials", "Interests", "Defined Terms", "Financial Statements", "Powers", "Taxes", "Counterparts", "Amendments", "Agreements", "Anti-Corruption Laws", "Definitions", "Enforcements", "Change In Control", "Vacations", "Solvency", "Insurances", "Construction"], "gold": ["Construction"]}
+{"input": "The capitalization of Issuer is as set forth in the SEC Reports (as defined below) in each case as of the dates set forth therein. Except as otherwise disclosed pursuant to the Securities Purchase Agreement or in the SEC Reports, (a) no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement, (b) the issuance and sale of the Purchase Shares under this Agreement will not obligate Issuer to issue Purchase Shares or other securities to any Person (other than Purchaser) and will not result in a right of any holder of Issuer securities to adjust the exercise, conversion, exchange or reset price under any of such securities and (c) there are no stockholders agreements, voting agreements or other similar agreements with respect to Issuer\u2019s shares to which Issuer is a party or, to the knowledge of Issuer, between or among any of Issuer\u2019s shareholders.", "references": ["Further Assurances", "Consents", "Participations", "Duties", "Severability", "Successors", "Liens", "No Waivers", "Non-Disparagement", "Entire Agreements", "Change In Control", "Intellectual Property", "Terminations", "Fees", "Assignments", "Venues", "Sales", "Taxes", "Notices", "Subsidiaries", "Indemnity", "No Conflicts", "Effective Dates", "Modifications", "Financial Statements", "Existence", "Interests", "Enforcements", "Waiver Of Jury Trials", "Arbitration", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "No modification, consent, amendment or waiver of any provision of this Agreement, nor consent to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by Lender and Borrower, and then shall be effective only in the specific instance and for the purpose for which given. \u00a0This Agreement is binding upon Lender, Borrower and their respective successors and assigns, and inures to the benefit of Lender, Borrower and their respective successors and assigns.", "references": ["Remedies", "Vacations", "Books", "Anti-Corruption Laws", "Interests", "Successors", "Authority", "Authorizations", "Applicable Laws", "Expenses", "Effectiveness", "Enforceability", "Transactions With Affiliates", "Change In Control", "Payments", "Benefits", "Brokers", "Costs", "Assigns", "No Waivers", "Terminations", "Terms", "Sales", "Forfeitures", "Non-Disparagement", "Consent To Jurisdiction", "Definitions", "Governing Laws", "Withholdings", "Capitalization", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as are consistent with sound business practice and as are customarily carried by companies engaged in similar business and owning similar properties in localities where the Borrower and Subsidiaries operate, and the Borrower will furnish to the Administrative Agent upon request full information as to the insurance carried and evidence that the endorsements, policy declarations, and any certificates furnished to the Administrative Agent previously are in full force and effect. The Borrower shall, and shall cause each Subsidiary to, name the Administrative Agent as an additional insured with respect to all general liability insurance and as a lender loss payee with respect to all property and casualty insurance at all times prior to the repayment in full of the Obligations.", "references": ["Jurisdictions", "Waiver Of Jury Trials", "Terminations", "Representations", "Assigns", "Expenses", "Waivers", "Releases", "Liens", "No Conflicts", "Enforceability", "Submission To Jurisdiction", "Fees", "Disability", "Survival", "Compliance With Laws", "No Defaults", "Venues", "Organizations", "Solvency", "Vacations", "Notices", "Confidentiality", "Further Assurances", "Adjustments", "Closings", "Terms", "Binding Effects", "Consents", "Books", "Insurances"], "gold": ["Insurances"]}
+{"input": "Assignor and Assignee agree to execute such other documents and perform such other acts as may be reasonably necessary or proper and usual to effect this Assignment.", "references": ["Payments", "Records", "Expenses", "Interests", "Terms", "Indemnifications", "Amendments", "Assignments", "Modifications", "Titles", "Terminations", "Forfeitures", "Agreements", "Cooperation", "Anti-Corruption Laws", "Successors", "Submission To Jurisdiction", "Defined Terms", "Existence", "Binding Effects", "Authority", "Consent To Jurisdiction", "Subsidiaries", "Arbitration", "Adjustments", "Death", "Construction", "Consents", "Jurisdictions", "Specific Performance", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Bottler is responsible for all sales and use taxes and similar taxes imposed on the Service Fees and for any other fees and charges under this Master Agreement and any Services Exhibit.\u00a0\u00a0CONA will collect from Bottler and remit such taxes where legally required to do so.\u00a0\u00a0Bottler will be responsible for remitting such taxes, if applicable, in states where CONA does not have a legal obligation to collect and remit such taxes.", "references": ["Financial Statements", "Insurances", "Titles", "Subsidiaries", "Payments", "Waiver Of Jury Trials", "Miscellaneous", "Records", "Submission To Jurisdiction", "Defined Terms", "Arbitration", "Terminations", "Existence", "Interests", "Indemnity", "Positions", "Death", "Solvency", "Severability", "Compliance With Laws", "Interpretations", "Governing Laws", "Adjustments", "Assignments", "Transactions With Affiliates", "Binding Effects", "No Conflicts", "Venues", "Litigations", "Further Assurances", "Taxes"], "gold": ["Taxes"]}
+{"input": "The terms, covenants or conditions may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing by any Party, or its respective Representatives, or any failure by a Party to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term or covenant in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of the Parties under this Agreement shall be cumulative and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.", "references": ["Books", "Assigns", "Taxes", "Disclosures", "Vacations", "Indemnifications", "Interpretations", "Existence", "Expenses", "Duties", "Waiver Of Jury Trials", "Enforcements", "Applicable Laws", "Terminations", "Approvals", "No Waivers", "Organizations", "Specific Performance", "Non-Disparagement", "Representations", "Qualifications", "Survival", "Publicity", "Submission To Jurisdiction", "Cooperation", "Base Salary", "Terms", "Sanctions", "Solvency", "Disability", "Waivers"], "gold": ["Waivers"]}
+{"input": "Schedule 8.13 lists each Subsidiary of Holdings and the Borrower (and the direct and indirect ownership interest of Holdings and the Borrower therein), in each case existing on the Closing Date.", "references": ["Entire Agreements", "Erisa", "No Conflicts", "Existence", "Venues", "Effectiveness", "Use Of Proceeds", "Anti-Corruption Laws", "Base Salary", "Successors", "Disability", "Interests", "Representations", "Expenses", "Organizations", "Disclosures", "Applicable Laws", "Intellectual Property", "Definitions", "Sales", "Titles", "Terms", "Further Assurances", "Employment", "Waiver Of Jury Trials", "Effective Dates", "Binding Effects", "Enforcements", "Confidentiality", "General", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Each Loan Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Agents and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the \" Releasors \") does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge the Agents and the Lenders, together with their respective Affiliates and Related Funds, and each of the directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the \" Released Parties \"), from any and all debts, claims, allegations, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Amendment No. 4 Effective Date directly arising out of, connected with or related to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or other advances or the Collateral. Each Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby.", "references": ["Qualifications", "Agreements", "Financial Statements", "Approvals", "Existence", "Duties", "Organizations", "Titles", "Costs", "Solvency", "Subsidiaries", "Authority", "Non-Disparagement", "Tax Withholdings", "Capitalization", "Indemnifications", "Jurisdictions", "Severability", "Miscellaneous", "Integration", "Confidentiality", "Headings", "Erisa", "Survival", "Disclosures", "Interpretations", "Compliance With Laws", "Definitions", "Adjustments", "Sales", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement shall be construed under and enforced in accordance with the laws of the State of Washington, without regard to the conflicts of law provisions thereof. Any disputes arising under this Agreement shall be brought in a court of competent jurisdiction within King County, Washington. Executive acknowledges that she may be subject to a permanent injunction and/or temporary restraining order for any violations of this Agreement, including any violations of the Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement with the Company (attached as Exhibit A).", "references": ["Transactions With Affiliates", "Organizations", "Benefits", "Remedies", "Modifications", "Waiver Of Jury Trials", "Representations", "Applicable Laws", "Headings", "Entire Agreements", "Terminations", "Payments", "Authorizations", "Intellectual Property", "Survival", "Consents", "Integration", "Non-Disparagement", "Sales", "Subsidiaries", "Closings", "Titles", "Use Of Proceeds", "Binding Effects", "Effective Dates", "Qualifications", "Change In Control", "Confidentiality", "Withholdings", "Venues", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "At any time and from time to time after the date hereof, any Seller shall, upon the request of Purchaser, and Purchaser shall, upon the request of any Seller, promptly execute, acknowledge and deliver such further instruments and other documents, and perform or cause to be performed such further acts, as may be reasonably required to evidence or effectuate the sale, conveyance, transfer and delivery hereunder of the Purchased Stock and the Purchaser Common Stock and the performance by the parties of any of their other respective obligations under this Agreement and to carry out the purposes and intent of this Agreement.", "references": ["Indemnifications", "Jurisdictions", "Enforcements", "Forfeitures", "Miscellaneous", "Headings", "Expenses", "Enforceability", "Releases", "No Waivers", "Applicable Laws", "Integration", "Non-Disparagement", "Notices", "Intellectual Property", "Warranties", "Death", "Duties", "Capitalization", "Binding Effects", "Governing Laws", "Fees", "Severability", "Assigns", "Authority", "Construction", "Indemnity", "Tax Withholdings", "Sales", "Vesting", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of \u00a0 New York, without reference to the principles of conflict of laws thereof.", "references": ["Existence", "Miscellaneous", "Counterparts", "Agreements", "Remedies", "Approvals", "Compliance With Laws", "Submission To Jurisdiction", "Vacations", "Capitalization", "Waiver Of Jury Trials", "Change In Control", "Duties", "Indemnity", "Base Salary", "Consents", "Solvency", "Jurisdictions", "Authority", "No Conflicts", "Positions", "Expenses", "Survival", "Anti-Corruption Laws", "Erisa", "Confidentiality", "Releases", "Waivers", "Brokers", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Employment Period (as defined in Section 2(a) below), the Executive shall serve as Chief Executive Officer of the Company and in such capacity the Executive shall perform the duties and responsibilities as the Board of Directors of the Company (the \u201cBoard\u201d) may, from time to time, reasonably assign to Executive, in all cases to be consistent with Executive\u2019s office and position.", "references": ["Existence", "Closings", "Notices", "Liens", "Counterparts", "Vesting", "No Conflicts", "Headings", "Disability", "Employment", "Interpretations", "Binding Effects", "Adjustments", "Payments", "Consents", "Warranties", "Terms", "Vacations", "Subsidiaries", "Use Of Proceeds", "Venues", "Integration", "Titles", "Participations", "Governing Laws", "Indemnifications", "Authority", "Anti-Corruption Laws", "Compliance With Laws", "Erisa", "Positions"], "gold": ["Positions"]}
+{"input": "No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i)\u00a0are in the ordinary course of business and (ii)\u00a0are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b)\u00a0transactions between or among any Loan Parties not involving any other Affiliate, (c)\u00a0any investment permitted by Sections\u00a06.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e)\u00a0any Restricted Payment permitted by Section\u00a06.08, (f)\u00a0loans or advances to employees permitted under Section\u00a06.04, (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such Borrower or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrowers or their Subsidiaries in the ordinary course of business, (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a Borrower\u2019s board of directors, and (i) other transactions with Affiliates subject to the satisfaction of the Payment Condition.", "references": ["Representations", "Authority", "Binding Effects", "Consent To Jurisdiction", "Subsidiaries", "Governing Laws", "Taxes", "Arbitration", "Powers", "Publicity", "Miscellaneous", "Change In Control", "Fees", "Death", "Survival", "Terminations", "Benefits", "Duties", "Vesting", "Titles", "Amendments", "Solvency", "Further Assurances", "Existence", "Enforceability", "Approvals", "Qualifications", "Brokers", "Expenses", "Records", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The services rendered by Executive to the Company are unique and personal.\u00a0 Accordingly, Executive may not assign any of Executive\u2019s rights or delegate any of Executive\u2019s duties or obligations under this Agreement.\u00a0 The Company and OMGS may, upon written notice to Executive, assign this Agreement to a purchaser or transferee of substantially all of the assets of the Company or its Affiliates.", "references": ["Indemnifications", "Enforceability", "Withholdings", "Expenses", "Waivers", "Terms", "Authorizations", "Books", "Vacations", "Forfeitures", "Assigns", "Death", "Effective Dates", "Representations", "Benefits", "Releases", "Notices", "Miscellaneous", "Successors", "Transactions With Affiliates", "Definitions", "Arbitration", "No Waivers", "Records", "Amendments", "Solvency", "Further Assurances", "Integration", "Consent To Jurisdiction", "Fees", "Assignments"], "gold": ["Assignments"]}
+{"input": "Subject to the terms and conditions set forth in this Agreement, the Company and the Investor shall exchange the Existing Note in consideration for the issuance of the New Securities. The closing of the Exchange and issuance of the New Securities (the \u201c Closing \u201d) shall take place at the offices of the Company, on the date hereof or such other date as the parties shall agree (the \u201c Closing Date \u201d).", "references": ["Capitalization", "Titles", "Vacations", "Solvency", "Defined Terms", "Modifications", "Releases", "Confidentiality", "No Waivers", "Expenses", "Brokers", "Organizations", "Construction", "Costs", "Base Salary", "Severability", "Taxes", "Terms", "Enforceability", "Definitions", "General", "No Defaults", "Subsidiaries", "Disability", "Waivers", "Authority", "Forfeitures", "Successors", "Payments", "Qualifications", "Closings"], "gold": ["Closings"]}
+{"input": "No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or any other person is or will be required in connection with the Transactions, except for (a) the filing of UCC financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office, (b) recordation of the Mortgages on statutory registers or otherwise and (c) such as either have been made or obtained and are in full force and effect or the failure to make or obtain the same would not reasonably be expected to have a Material Adverse Effect.", "references": ["Erisa", "Headings", "Definitions", "Interpretations", "Waivers", "Sales", "Capitalization", "Entire Agreements", "Confidentiality", "Notices", "Titles", "Benefits", "Insurances", "Cooperation", "Withholdings", "Waiver Of Jury Trials", "Assignments", "Existence", "Warranties", "Base Salary", "Terms", "Amendments", "Defined Terms", "Governing Laws", "Construction", "Change In Control", "Organizations", "Expenses", "Representations", "Payments", "Approvals"], "gold": ["Approvals"]}
+{"input": "Executive shall receive an initial annual base salary of One Hundred Fifty Thousand Dollars ($150,000.00), payable according to the Company\u2019s normal payroll policies and procedures (the \u201cBase Salary\u201d) and subject to all federal, state, and municipal withholding requirements. The Base Salary shall be reviewed by the Board annually.", "references": ["Defined Terms", "Sales", "Publicity", "Authorizations", "Employment", "Solvency", "Interpretations", "Venues", "Representations", "Arbitration", "Enforceability", "Further Assurances", "Disclosures", "Fees", "Confidentiality", "Adjustments", "Forfeitures", "Expenses", "Severability", "Counterparts", "Litigations", "Vesting", "Releases", "Benefits", "Consent To Jurisdiction", "Payments", "Brokers", "Submission To Jurisdiction", "Approvals", "Effective Dates", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "It is understood and agreed that (a) the Yield Rate for any Rate Tranche may change from one applicable Yield Period or Settlement Period to the next, and the applicable Bank Rate, Base Rate, or CP Rate used to calculate the applicable Yield Rate may change from time to time and at any time during an applicable Yield Period or Settlement Period, (b) any rate information provided by any Purchaser Agent to any Seller or the Servicer shall be based upon such Purchaser Agent\u2019s good faith estimate, (c) the amount of Yield actually accrued with respect to a Rate Tranche during any Yield Period (or, in the case of the Rate Tranche funded by Commercial Paper Notes, any Settlement Period) may exceed, or be less than, the amount set aside with respect thereto by the Servicer, and (d) the amount or amounts provided for in Section 4.3 payable to any Affected Party accrued hereunder with respect to any Settlement Period may exceed, or be less than, the amount set aside with respect thereto by the Servicer. Failure to set aside any amount so accrued shall not relieve the Servicer of its obligation to remit Collections to the applicable Purchaser Agent or otherwise to any other Person with respect to such accrued amount, as and to the extent provided in Section 3.1 .", "references": ["Sanctions", "Headings", "Employment", "Titles", "Duties", "Indemnity", "Indemnifications", "Disclosures", "Use Of Proceeds", "Effectiveness", "Notices", "Brokers", "Authority", "Approvals", "Adjustments", "No Conflicts", "Agreements", "Further Assurances", "Qualifications", "Enforceability", "Specific Performance", "Waiver Of Jury Trials", "Sales", "Interpretations", "Entire Agreements", "Warranties", "Vacations", "Jurisdictions", "Binding Effects", "General", "Fees"], "gold": ["Fees"]}
+{"input": "If any term or provision contained herein will to any extent be invalid or unenforceable, such term or provision will be reformed so that it is valid, and such invalidity or unenforceability will not affect any other provision or part hereof. The Plan, the Award Schedules and all actions taken hereunder or thereunder shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without regard to the conflict of law principles thereof.", "references": ["Brokers", "Definitions", "Entire Agreements", "Intellectual Property", "Existence", "Disclosures", "Arbitration", "Vesting", "Liens", "Tax Withholdings", "Adjustments", "Records", "Further Assurances", "Submission To Jurisdiction", "Payments", "Waivers", "Modifications", "Defined Terms", "Publicity", "Approvals", "Sanctions", "Insurances", "Litigations", "Assigns", "Use Of Proceeds", "Governing Laws", "Consents", "Taxes", "Duties", "Withholdings", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "All disputes, claims, and controversies arising from this Amendment shall be arbitrated in accordance with Section 7.15 of the Credit Agreement.", "references": ["Consent To Jurisdiction", "Indemnity", "Base Salary", "Cooperation", "Entire Agreements", "No Defaults", "Financial Statements", "Defined Terms", "Enforceability", "Brokers", "Expenses", "Vesting", "Participations", "Effectiveness", "Waiver Of Jury Trials", "Effective Dates", "Notices", "Integration", "Disclosures", "Employment", "Liens", "Consents", "Withholdings", "Publicity", "Adjustments", "Duties", "Benefits", "Representations", "Assignments", "Payments", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.", "references": ["Anti-Corruption Laws", "Adjustments", "Submission To Jurisdiction", "Indemnifications", "Severability", "Compliance With Laws", "Duties", "Definitions", "Releases", "Enforceability", "Successors", "Publicity", "Books", "General", "Waivers", "Assignments", "Subsidiaries", "Interpretations", "No Waivers", "Titles", "Participations", "Applicable Laws", "Terms", "Non-Disparagement", "Cooperation", "Remedies", "No Defaults", "Employment", "Existence", "No Conflicts", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement shall be governed by and construed under the laws of the State of Utah without giving effect to conflict of law principles thereof. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in Utah.", "references": ["Sales", "Interests", "Publicity", "Indemnity", "Assignments", "Capitalization", "Disclosures", "Representations", "Sanctions", "Approvals", "Insurances", "Brokers", "Effective Dates", "Duties", "Authority", "Indemnifications", "Base Salary", "Existence", "Payments", "Interpretations", "Books", "Disability", "Titles", "Waiver Of Jury Trials", "Defined Terms", "Vesting", "Taxes", "Anti-Corruption Laws", "Enforceability", "Consent To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at Law if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, unless this Agreement has been terminated in accordance with its terms, the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in accordance with Section \u00a06.5 , without proof of actual damages (and each party hereby waives any requirement for the security or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The parties further agree not to assert that a remedy of monetary damages would provide an adequate remedy for any such breach or that the Company or Parent otherwise have an adequate remedy at law.", "references": ["Entire Agreements", "Defined Terms", "Definitions", "Compliance With Laws", "Benefits", "Applicable Laws", "Agreements", "Assigns", "Representations", "Erisa", "Consent To Jurisdiction", "Powers", "Effectiveness", "Capitalization", "Financial Statements", "Warranties", "Liens", "Jurisdictions", "Effective Dates", "Positions", "Cooperation", "Vacations", "Brokers", "Withholdings", "Litigations", "Modifications", "Records", "Duties", "Base Salary", "Terminations", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Seller will promptly, and in any event within ten (10) days after service of process on any of the following, give to Administrative Agent and each Buyer notice of all litigation, actions, suits, arbitrations, investigations (including any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Program Agreements or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim individually or in the aggregate in an amount greater than $10,000,000, or (iii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to have a Material Adverse Effect.\u00a0\u00a0On the fifth (5th) day of each calendar month (or if such day is not a Business Day, the next succeeding Business Day), Seller will provide to Administrative Agent and each Buyer a litigation docket listing all litigation, actions, suits, arbitrations, investigations (including any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority.\u00a0\u00a0Seller will promptly provide to Administrative Agent and each Buyer notice of any judgment, which with the passage of time, could cause an Event of Default hereunder.", "references": ["Employment", "Financial Statements", "Releases", "Warranties", "Further Assurances", "Powers", "Effectiveness", "Construction", "Approvals", "Transactions With Affiliates", "Disclosures", "Modifications", "Assignments", "Notices", "Solvency", "Enforcements", "Taxes", "Withholdings", "Erisa", "Payments", "Assigns", "Books", "Organizations", "Consents", "Closings", "Remedies", "Counterparts", "Successors", "Definitions", "Defined Terms", "Litigations"], "gold": ["Litigations"]}
+{"input": "Other than as set forth on Schedule 4(f) , the distribution of the Rights, the sale, issuance, and delivery of the Offered Shares upon exercise of the Rights, the issuance and delivery of the Backstop Acquired Shares in accordance with the terms hereof, the consummation of the Rights Offering by the Company, and the execution and delivery by the Company of the Transaction Agreements and performance of and compliance with all of the provisions hereof and thereof by the Company and the consummation of the transactions contemplated herein and therein, including, for the avoidance of doubt, any change of control of the Company that may result from such transactions (i)\u00a0will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii)\u00a0will not result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Second Amended and Restated Bylaws of the Company or any of the organizational or governance documents of its Subsidiaries, and (iii)\u00a0will not result in any violation of, or any termination or impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule, or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except in any such case described in subclauses (i)\u00a0and (iii)\u00a0for any conflict, breach, violation, default, acceleration, lien, termination, or impairment which does not involve any agreement or plan with or for the benefit of any employee of the Company or any of its Subsidiaries and which would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.", "references": ["Death", "Benefits", "Indemnifications", "Indemnity", "Disability", "Terms", "Capitalization", "Solvency", "Headings", "Use Of Proceeds", "Counterparts", "Change In Control", "Assignments", "Specific Performance", "Vacations", "Base Salary", "Consent To Jurisdiction", "Existence", "Enforcements", "Warranties", "Effectiveness", "Forfeitures", "Representations", "Insurances", "Construction", "Effective Dates", "Publicity", "Fees", "Survival", "Integration", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "In consideration of the Buyer\u2019s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company\u2019s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholder s, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons\u2019 agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the \u201c Indemnitees \u201d) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys\u2019 fees and disbursements (the \u201c Indemnified Liabilities \u201d), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.", "references": ["General", "Interests", "Disclosures", "No Defaults", "Change In Control", "Enforcements", "Jurisdictions", "Releases", "Effective Dates", "Amendments", "Base Salary", "No Conflicts", "Costs", "Records", "Representations", "No Waivers", "Titles", "Existence", "Waiver Of Jury Trials", "Withholdings", "Death", "Intellectual Property", "Miscellaneous", "Participations", "Fees", "Venues", "Employment", "Vacations", "Confidentiality", "Terminations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The parties to this Agreement hereby agree to submit to the jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof in any action or proceeding arising out of or relating to this Agreement.", "references": ["Publicity", "Tax Withholdings", "Employment", "Enforcements", "Waiver Of Jury Trials", "Assigns", "Integration", "Survival", "Closings", "Approvals", "Sales", "Insurances", "Miscellaneous", "Warranties", "Waivers", "Use Of Proceeds", "Interests", "Benefits", "Sanctions", "Applicable Laws", "Qualifications", "Non-Disparagement", "Agreements", "Expenses", "Terminations", "Records", "Entire Agreements", "Authority", "Indemnifications", "Anti-Corruption Laws", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule.", "references": ["Applicable Laws", "Disclosures", "Interpretations", "Financial Statements", "Effective Dates", "Brokers", "Titles", "Solvency", "Headings", "Change In Control", "Intellectual Property", "Terms", "Organizations", "Assignments", "Vacations", "Remedies", "Submission To Jurisdiction", "Litigations", "Integration", "General", "Forfeitures", "Waiver Of Jury Trials", "Agreements", "Further Assurances", "Expenses", "Authority", "No Defaults", "Adjustments", "Entire Agreements", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock pursuant to the SAR, payment by the Participant of any federal, state, local or other taxes which may be required to be withheld or paid in connection with the SAR. The Company shall withhold whole shares of Common Stock which would otherwise be delivered to the Participant, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the \u201cTax Date\u201d), or withhold an amount of cash which would otherwise be payable to the Participant, in the amount necessary to satisfy any such obligation, or the Participant may satisfy any such obligation by any of the following means: (i) a cash payment to the Company, (ii) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (iii) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to the Participant, in either case equal to the amount necessary to satisfy any such obligation, (iv) a cash payment by a broker-dealer acceptable to the Company to whom the Participant has submitted an irrevocable notice of exercise or (v) any combination of (i), (ii) and (iii). Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate to the extent such excess withholding would result in adverse accounting treatment of the award, as determined by the Company. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the Participant.", "references": ["Costs", "Modifications", "Consents", "Cooperation", "Terms", "Submission To Jurisdiction", "Adjustments", "Specific Performance", "No Waivers", "Existence", "Governing Laws", "Capitalization", "Effectiveness", "Records", "Terminations", "Positions", "Duties", "Further Assurances", "Books", "Sales", "Non-Disparagement", "Assigns", "Definitions", "Approvals", "Notices", "Subsidiaries", "Solvency", "Powers", "Enforcements", "Representations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Set forth on Schedule 6.22 hereto is a true, correct and complete summary of all insurance carried by each Credit Party on and as of the Closing Date, with the amounts insured set forth therein.", "references": ["Effective Dates", "Amendments", "Notices", "Effectiveness", "Use Of Proceeds", "Defined Terms", "Payments", "Assigns", "Survival", "Releases", "Terminations", "Forfeitures", "Financial Statements", "Litigations", "Terms", "Anti-Corruption Laws", "Tax Withholdings", "Existence", "Further Assurances", "Powers", "Arbitration", "Death", "Liens", "Employment", "No Defaults", "No Waivers", "Warranties", "Costs", "Consent To Jurisdiction", "Intellectual Property", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement shall be governed by and interpreted under the laws of the State of New Jersey without giving effect to any conflict of laws provisions.", "references": ["Authority", "Submission To Jurisdiction", "Notices", "Waivers", "Representations", "Expenses", "Solvency", "Miscellaneous", "Releases", "Effectiveness", "Capitalization", "Warranties", "Amendments", "Titles", "Confidentiality", "Publicity", "Consents", "Powers", "General", "Binding Effects", "Entire Agreements", "Arbitration", "Closings", "Construction", "Disability", "Venues", "Anti-Corruption Laws", "No Waivers", "Enforceability", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower shall have delivered to the Agent an appropriate Notice of Borrowing, duly executed and completed, by the time specified in Section 2.02 .", "references": ["Sales", "Further Assurances", "Agreements", "Interpretations", "General", "Effectiveness", "Positions", "Enforcements", "Modifications", "Representations", "Releases", "Tax Withholdings", "Records", "Brokers", "Successors", "Interests", "Benefits", "Non-Disparagement", "Indemnity", "Capitalization", "Existence", "Miscellaneous", "Sanctions", "No Conflicts", "Survival", "Applicable Laws", "Submission To Jurisdiction", "Insurances", "Litigations", "Integration", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed simultaneously in one or more counterparts, each of which shall constitute one and the same instrument.", "references": ["Terms", "Interpretations", "Amendments", "Death", "Sanctions", "Consent To Jurisdiction", "Waivers", "Arbitration", "Releases", "Solvency", "Expenses", "Disclosures", "Duties", "Venues", "Withholdings", "Qualifications", "Cooperation", "Authority", "Publicity", "Specific Performance", "Remedies", "General", "Powers", "Miscellaneous", "Binding Effects", "Financial Statements", "Enforcements", "Warranties", "Titles", "Subsidiaries", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person\u2019s Organization Documents; (ii) conflict with or result in any material breach or contravention of any Material Contract to which such Person is a party; (iii) result in the creation of any Lien (other than the creation of Liens permitted under this Agreement) under, or require any payment to be made under any Contractual Obligation to which such Person is a party or affecting such Person or upon or with respect to the properties of such Person or any of its Subsidiaries; (iv) conflict with or result in any material breach or contravention of any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (v) violate any material Law that has or could reasonably be expected to have or result in a Material Adverse Effect.", "references": ["Records", "Employment", "Consents", "Non-Disparagement", "Applicable Laws", "Taxes", "Transactions With Affiliates", "Assignments", "Effective Dates", "Books", "Titles", "Compliance With Laws", "Tax Withholdings", "Venues", "Benefits", "Use Of Proceeds", "Miscellaneous", "Interests", "Forfeitures", "Powers", "Fees", "Costs", "Jurisdictions", "Change In Control", "Severability", "Adjustments", "Intellectual Property", "Specific Performance", "Modifications", "No Conflicts", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written Consent of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b) , (ii) by way of participation in accordance with the provisions of Section 10.06(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Survival", "Withholdings", "Liens", "Fees", "Organizations", "Authority", "Construction", "Intellectual Property", "Entire Agreements", "Waivers", "Tax Withholdings", "Approvals", "Base Salary", "Employment", "Vacations", "Interests", "Assigns", "Modifications", "Closings", "Disclosures", "Payments", "Financial Statements", "Indemnifications", "Venues", "Specific Performance", "Sales", "Miscellaneous", "Submission To Jurisdiction", "Powers", "Assignments", "Successors"], "gold": ["Successors"]}
+{"input": "All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender or any of Lender\u2019s Affiliates shall be subject to the prior written approval of Lender and any such named Affiliate of Lender in their sole discretion. Notwithstanding the foregoing, in connection with the sale of beneficial interests in Borrower and/or marketing of the Property for sale, Borrower may disclose the identity of the Lender and the terms of the Loan and Loan Documents. All news releases, publicity or advertising by Lender through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Borrower or any of its Affiliates shall be subject to the prior approval of Borrower, which shall not unreasonably be withheld, conditioned or delayed, provided, the foregoing shall not apply to a Securitization of all or any portion of the Loan.", "references": ["Defined Terms", "Capitalization", "Further Assurances", "Duties", "Erisa", "Subsidiaries", "Non-Disparagement", "Successors", "Financial Statements", "Effectiveness", "Consents", "Arbitration", "Waiver Of Jury Trials", "Specific Performance", "Assignments", "Effective Dates", "Brokers", "Anti-Corruption Laws", "Interests", "Indemnity", "Enforcements", "Records", "Severability", "Payments", "Adjustments", "Employment", "Powers", "Disclosures", "Forfeitures", "Confidentiality", "Publicity"], "gold": ["Publicity"]}
+{"input": "Employee hereby assigns and agrees to assign in the future to the Company all Employee\u2019s right, title and interest in and to any and all such work products and designs (whether or not patentable or registerable under copyright or similar statutes) made or conceived or reduced to practice or learned by Employee, either individually or jointly with others, during Employee\u2019s employment with the Company (\u201cIntellectual Property\u201d).", "references": ["Taxes", "Confidentiality", "Applicable Laws", "Further Assurances", "Terms", "Existence", "Titles", "Waivers", "Benefits", "Powers", "Sales", "Authority", "Effective Dates", "Binding Effects", "Brokers", "Capitalization", "Specific Performance", "Employment", "Participations", "No Defaults", "Consent To Jurisdiction", "Litigations", "Terminations", "Change In Control", "Solvency", "Compliance With Laws", "Books", "Financial Statements", "Cooperation", "Disclosures", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO EXECUTING THIS AGREEMENT HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE TERM AGENT TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT THE TERM AGENT DETERMINES THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS. THE PARTIES HERETO (AND, TO THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH OTHER BORROWER) HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTIONS.", "references": ["Payments", "Benefits", "Duties", "Capitalization", "Disability", "Vesting", "Waivers", "Sanctions", "Terminations", "Effective Dates", "Titles", "Fees", "Books", "Consent To Jurisdiction", "Approvals", "Effectiveness", "Powers", "Vacations", "Taxes", "Consents", "Arbitration", "Erisa", "Financial Statements", "Base Salary", "No Conflicts", "Specific Performance", "Authorizations", "Expenses", "Compliance With Laws", "Notices", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "This Agreement shall inure to the benefit of and be binding upon the Holder, the Company and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person. No purchasers or transferees of Securities from the Holder will be deemed a successor because of such purchase or transfer.", "references": ["Change In Control", "Expenses", "Subsidiaries", "Liens", "Approvals", "No Defaults", "Costs", "Notices", "Terms", "Confidentiality", "Miscellaneous", "General", "Submission To Jurisdiction", "Adjustments", "Withholdings", "Qualifications", "Construction", "Cooperation", "Modifications", "Closings", "Duties", "No Waivers", "Amendments", "Warranties", "Severability", "Authority", "Waiver Of Jury Trials", "Powers", "Use Of Proceeds", "Effectiveness", "Successors"], "gold": ["Successors"]}
+{"input": "If, during his employment with the Company, Executive is engaged in or associated with the planning or implementing of any project, program or venture involving the Company and/or its Affiliates and a third party or parties, all rights in such project, program or venture shall belong to the Company or its Affiliates. Except as approved in writing by the Board, Executive shall not be entitled to any interest in any such project, program or venture or to any commission, finder\u2019s fee or other compensation in connection therewith, other than the compensation to be paid to Executive by the Company as provided in this Agreement. Except as expressly permitted by Section\u00a06(c) , Executive shall have no interest, direct or indirect, in any customer or supplier that conducts business with the Company and/or its Affiliates, unless such interest has been disclosed in writing to and approved by the Board before such customer or supplier seeks to do business with the Company or its Affiliates, as applicable. All know-how, improvements and inventions, whether or not patentable, and trade secret information conceived or originated by Executive that arise during his employment with the Company or out of the performance of his duties and responsibilities under this Agreement or any related material or information shall be the property of the Company, and all rights therein are hereby assigned by Executive to the Company. All right, title and interest in all copyrightable material that Executive shall conceive or originate individually or jointly or commonly with others, and that arise during his employment with the Company or out of the performance of his duties and responsibilities under this Agreement, shall be the property of the Company, shall be considered \u201cworks made for hire,\u201d as defined in the U.S. Copyright Act, and are hereby assigned by Executive to the Company, along with ownership of any and all copyrights in the copyrightable material. Executive shall execute any and all instruments and perform all other acts necessary in furtherance of this Section\u00a05 , including without limitation, all actions necessary to file patent applications and to register copyrights on behalf of the Company. The obligations of Executive in this Section\u00a05 shall survive the termination of Executive\u2019s employment with the Company.", "references": ["Non-Disparagement", "Entire Agreements", "Confidentiality", "Construction", "Notices", "Costs", "Terminations", "Jurisdictions", "General", "Publicity", "Titles", "Financial Statements", "Interpretations", "Waivers", "Positions", "Closings", "Successors", "Indemnity", "Sanctions", "Benefits", "Enforceability", "No Defaults", "Consents", "Use Of Proceeds", "Assignments", "Solvency", "Litigations", "Base Salary", "Payments", "Taxes", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Executive agrees that, upon reasonable notice and without the necessity of the Company obtaining a subpoena or court order, during the Restricted Period and for one (1) year thereafter Executive shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation and/or defense of any claims asserted against the Company, its affiliates or their respective predecessors and successors, or any of the current or former directors, managers, officers, employees, owners, investors, shareholders, partners, members, representatives, or agents of any of the foregoing, which relates to events occurring during Executive\u2019s employment or relationship with the Company or its affiliates as to which Executive may have relevant information (including, but not limited, to furnishing relevant information and materials to the Company or its designee and/or providing truthful testimony at depositions and at trial), provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith, and further provided that any such cooperation occurring after the termination of Executive\u2019s employment shall be scheduled to the extent reasonably practicable so as not to unreasonably interfere with Executive\u2019s business or personal affairs.", "references": ["Books", "Compliance With Laws", "Arbitration", "Waivers", "Litigations", "General", "Indemnifications", "Intellectual Property", "Use Of Proceeds", "Specific Performance", "Change In Control", "Definitions", "No Defaults", "Non-Disparagement", "Brokers", "Taxes", "Adjustments", "Governing Laws", "Approvals", "Subsidiaries", "Authorizations", "Defined Terms", "Solvency", "Insurances", "Capitalization", "Withholdings", "Headings", "Effectiveness", "Liens", "Agreements", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Except as otherwise provided in an employment or severance agreement between the Company and the Participant, in the event of the Participant\u2019s Termination for any reason during the Restriction Period, all Restricted Stock still subject to restriction shall be forfeited.", "references": ["Jurisdictions", "Books", "Definitions", "Enforcements", "Consents", "Miscellaneous", "Forfeitures", "Adjustments", "Disability", "Authorizations", "Governing Laws", "Survival", "Interpretations", "Successors", "Venues", "Confidentiality", "Change In Control", "Releases", "Vacations", "Waiver Of Jury Trials", "Remedies", "Titles", "Sales", "Modifications", "Disclosures", "Publicity", "Intellectual Property", "Expenses", "Cooperation", "Organizations", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2)\u00a0days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.", "references": ["Participations", "Releases", "Use Of Proceeds", "Binding Effects", "No Defaults", "Benefits", "Closings", "Non-Disparagement", "Compliance With Laws", "Expenses", "Submission To Jurisdiction", "Adjustments", "Severability", "Miscellaneous", "Modifications", "Solvency", "Further Assurances", "Payments", "Brokers", "Waivers", "Venues", "No Conflicts", "Existence", "Transactions With Affiliates", "Warranties", "Interests", "Representations", "Arbitration", "Authority", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "Any notice that either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid or overnight courier, addressed as follows: if to the Company, at its office at 120 Mountain View Blvd, Basking Ridge, NJ 07920, Attn: Human Resources, or at such other address as the Company by notice to the Participant may designate in writing from time to time; and if to the Participant, at the address shown below his or her signature on the Certificate, or at such other address as the Participant by notice to the Company may designate in writing from time to time. Notices shall be effective upon receipt.", "references": ["Terms", "Duties", "Employment", "Releases", "Sales", "Arbitration", "Payments", "Definitions", "Consent To Jurisdiction", "Transactions With Affiliates", "No Defaults", "No Waivers", "Indemnity", "Counterparts", "Vesting", "Disability", "Assignments", "Use Of Proceeds", "Expenses", "Terminations", "Brokers", "Further Assurances", "Warranties", "Solvency", "General", "Organizations", "Venues", "Agreements", "Entire Agreements", "Consents", "Notices"], "gold": ["Notices"]}
+{"input": "All amounts payable hereunder shall be subject to withholding of applicable federal, state and local taxes.", "references": ["Positions", "Terminations", "Waivers", "Enforcements", "Fees", "Expenses", "Arbitration", "Withholdings", "Consent To Jurisdiction", "Indemnity", "Sanctions", "Amendments", "No Waivers", "Effective Dates", "Forfeitures", "Successors", "Modifications", "Liens", "Payments", "Confidentiality", "Financial Statements", "Disclosures", "Vacations", "Waiver Of Jury Trials", "Litigations", "Duties", "Governing Laws", "Enforceability", "Interests", "Applicable Laws", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Each Lender and Secured Party and each Issuing Bank hereby authorizes the Administrative Agent (a) to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents or (b) release any guarantee to the extent all of the equity interests of a Guarantor are sold or otherwise disposed of pursuant to the Loan Documents. Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Property to the extent such sale or other disposition is permitted by the terms of Section 9.12 or is otherwise authorized by the terms of the Loan Documents. If any of the collateral shall be sold, transferred or otherwise disposed of by any Loan Party in a transaction permitted by the Loan Documents and such collateral shall no longer constitute or be required to be collateral under the Loan Documents, then the Administrative Agent, at the request and sole expense of the Borrower and the applicable Loan Party, shall promptly execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the applicable Security Instrument on such collateral; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release (or such other time period as the Administrative Agent may agree), a written request for release identifying the relevant Loan Party, together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents (y) the Borrower has complied with its obligations under Section 8.01(n)(i) , if applicable and (z) no collateral other than the collateral required to be released is being released. At the request and sole expense of the Borrower, a Loan Party shall be released from its obligations under the Loan Documents in the event that all the capital stock or other Equity Interests of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Documents and such Equity Interests shall no longer constitute or be required to be collateral under the Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release (or such other time period as the Administrative Agent may agree), a written request for release identifying the relevant Loan Party, together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents and the Borrower has complied with its obligations under Section 8.01(n)(i), if applicable, and (y) no collateral other than the collateral required to be released is being released.", "references": ["Binding Effects", "Assignments", "Litigations", "Solvency", "No Defaults", "Duties", "Governing Laws", "Costs", "Approvals", "Enforcements", "Indemnifications", "Consents", "Erisa", "Waiver Of Jury Trials", "Cooperation", "Financial Statements", "Interpretations", "Existence", "Notices", "Sanctions", "Fees", "Remedies", "Brokers", "Powers", "Jurisdictions", "Definitions", "Vesting", "Effective Dates", "Non-Disparagement", "Change In Control", "Liens"], "gold": ["Liens"]}
+{"input": "If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.\u00a0 It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.", "references": ["Tax Withholdings", "Integration", "Liens", "Miscellaneous", "Enforcements", "Terminations", "Existence", "Employment", "Further Assurances", "Books", "Binding Effects", "Insurances", "Assignments", "Terms", "Adjustments", "Taxes", "Withholdings", "Indemnifications", "Waivers", "Forfeitures", "Disclosures", "Consent To Jurisdiction", "Effectiveness", "Applicable Laws", "Titles", "Notices", "Effective Dates", "Agreements", "Expenses", "Specific Performance", "Severability"], "gold": ["Severability"]}
+{"input": "Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary, (iii) other employee benefits, including stock option agreements under a Stock Option Plan or any other plan of the Company except as disclosed on Schedule 3.1(g) , and (iv) as described in the Company\u2019s Annual Report on Form 10-K/A filed with the Commission on April 30, 2018, with respect to a loan facility provided to the Company by Rockmore Investment Master Fund Ltd.", "references": ["Governing Laws", "General", "Liens", "Sales", "Consent To Jurisdiction", "Duties", "Survival", "Waiver Of Jury Trials", "Capitalization", "Releases", "Terminations", "Employment", "Books", "Terms", "Entire Agreements", "Disclosures", "No Defaults", "Further Assurances", "Closings", "Forfeitures", "Cooperation", "Adjustments", "Participations", "Indemnifications", "Consents", "Notices", "Publicity", "Defined Terms", "Compliance With Laws", "Taxes", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Any representation or warranty made or deemed made by the Borrower to the Noteholder herein, the Purchase Agreement or in the Security Agreement is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.", "references": ["Indemnifications", "Submission To Jurisdiction", "Vacations", "Agreements", "Governing Laws", "Payments", "Definitions", "Confidentiality", "No Defaults", "Positions", "Releases", "Records", "Closings", "Specific Performance", "Sanctions", "Non-Disparagement", "Financial Statements", "Integration", "Approvals", "Qualifications", "Capitalization", "Counterparts", "Authorizations", "Insurances", "Use Of Proceeds", "Consent To Jurisdiction", "Amendments", "Intellectual Property", "Assignments", "Binding Effects", "Warranties"], "gold": ["Warranties"]}
+{"input": "If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.", "references": ["Effectiveness", "Liens", "Representations", "Tax Withholdings", "Indemnity", "Change In Control", "Further Assurances", "Adjustments", "Survival", "No Waivers", "Sales", "Qualifications", "Modifications", "Interpretations", "Successors", "Books", "Authorizations", "Disability", "Counterparts", "Cooperation", "Publicity", "Binding Effects", "Capitalization", "Organizations", "Anti-Corruption Laws", "Interests", "Notices", "Venues", "Brokers", "Death", "Severability"], "gold": ["Severability"]}
+{"input": "The authorized capital stock of the Company and the shares thereof issued and outstanding as of September 27, 2018, are set forth on Schedule 2.1(c) hereto. All of the outstanding shares of the Company\u2019s Common Stock and any other security of the Company have been duly and validly authorized. No shares of Common Stock or any other security of the Company are entitled to preemptive rights or registration rights and there are no outstanding options, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. Furthermore, except as set forth on Schedule 2.1(c) hereto, there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. Except for customary transfer restrictions contained in agreements entered into by the Company in order to sell restricted securities or as provided on Schedule 2.1(c) hereto, the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a \u201c Person \u201d) with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of the Company. The offer and sale of all capital stock, convertible securities, rights, or options of the Company issued prior to the Closing complied with all applicable federal and state securities laws, and no holder of such securities has a right of rescission or claim for damages with respect thereto which could have a Material Adverse Effect.", "references": ["Authorizations", "Warranties", "Powers", "Waivers", "Organizations", "Disability", "Liens", "Tax Withholdings", "Arbitration", "Integration", "Indemnifications", "Financial Statements", "Insurances", "Terms", "Books", "Taxes", "Confidentiality", "Costs", "Governing Laws", "Indemnity", "Litigations", "Miscellaneous", "Fees", "Disclosures", "No Waivers", "Consent To Jurisdiction", "Releases", "Counterparts", "Amendments", "Approvals", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The Company and the Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.", "references": ["Erisa", "Interpretations", "Use Of Proceeds", "Positions", "Headings", "Closings", "Notices", "Expenses", "Books", "Authorizations", "Arbitration", "Payments", "Submission To Jurisdiction", "Disclosures", "Warranties", "Qualifications", "Organizations", "Survival", "Vacations", "Indemnifications", "Liens", "Insurances", "Intellectual Property", "Entire Agreements", "Base Salary", "Litigations", "Brokers", "Consent To Jurisdiction", "Duties", "Waivers", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Security Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy, .pdf or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Security Agreement.", "references": ["Releases", "Defined Terms", "Specific Performance", "Amendments", "Intellectual Property", "Governing Laws", "Miscellaneous", "Sanctions", "Expenses", "Agreements", "Terminations", "Construction", "Venues", "Waiver Of Jury Trials", "Fees", "Disability", "Non-Disparagement", "Interpretations", "No Conflicts", "Financial Statements", "Submission To Jurisdiction", "Assigns", "Records", "Litigations", "Terms", "Costs", "Base Salary", "Effective Dates", "Publicity", "Existence", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The Executive shall receive a Base Salary at the rate of $600,000 per year. Such Base Salary shall be subject to periodic adjustment from time to time as determined by the Board of Directors in its sole discretion. Base Salary shall be payable in such manner and at such times as the Company shall pay base salary to other similarly situated the executive employees.", "references": ["Agreements", "Enforcements", "Miscellaneous", "Remedies", "Transactions With Affiliates", "Cooperation", "Binding Effects", "No Conflicts", "No Waivers", "Disability", "Disclosures", "Specific Performance", "Consent To Jurisdiction", "Organizations", "Defined Terms", "Titles", "Assignments", "Insurances", "Counterparts", "Expenses", "Books", "Effective Dates", "Assigns", "Headings", "Consents", "Qualifications", "Taxes", "Submission To Jurisdiction", "Authority", "Waiver Of Jury Trials", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.\u00a0\u00a0Without limiting the generality of the foregoing, this Agreement is intended to confer upon the Indemnitee indemnification rights to the fullest extent permitted by applicable laws.\u00a0\u00a0In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.", "references": ["Payments", "Disability", "Costs", "Participations", "Transactions With Affiliates", "Successors", "Further Assurances", "Titles", "Erisa", "Change In Control", "Forfeitures", "Agreements", "Terms", "Brokers", "Solvency", "Base Salary", "Indemnity", "Financial Statements", "Effectiveness", "General", "Headings", "Authority", "Consents", "Cooperation", "Powers", "Governing Laws", "Enforceability", "Counterparts", "Anti-Corruption Laws", "Fees", "Severability"], "gold": ["Severability"]}
+{"input": "Mortgagor covenants and represents that the Land and the Improvements and the use thereof presently comply with, and, except as provided in the Loan Agreement, will continue to comply with, all applicable restrictive covenants, zoning and subdivision ordinances and building codes, licenses, health and environmental laws and regulations and all other applicable laws, ordinances, rules and regulations.", "references": ["Titles", "Financial Statements", "Intellectual Property", "Non-Disparagement", "Erisa", "Enforcements", "Indemnifications", "Transactions With Affiliates", "Terminations", "Specific Performance", "Adjustments", "Participations", "Integration", "Notices", "Capitalization", "Expenses", "Base Salary", "Qualifications", "Subsidiaries", "Records", "Employment", "Governing Laws", "Entire Agreements", "Modifications", "Enforceability", "Submission To Jurisdiction", "Terms", "Change In Control", "Consents", "Waivers", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Second Amendment shall be effective upon (x) the receipt by the Security Trustee of executed counterparts of this Second Amendment by the Company and each Guarantor and (y) the execution of this Second Amendment by the Security Trustee.", "references": ["Warranties", "Publicity", "Liens", "Capitalization", "Terminations", "Disclosures", "Qualifications", "Interests", "Anti-Corruption Laws", "Enforceability", "Cooperation", "Employment", "Compliance With Laws", "No Waivers", "Consents", "Transactions With Affiliates", "Expenses", "Fees", "Payments", "Sanctions", "Waivers", "Effective Dates", "Solvency", "Positions", "Tax Withholdings", "Base Salary", "Survival", "Applicable Laws", "Enforcements", "Participations", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The Participant shall be responsible for providing such information as the Administrator deems appropriate or useful for processing the payment of the Retirement Benefit. Unless and only to the extent there is a good faith dispute over the right to the Retirement Benefit or the amount due (and reasonable corresponding efforts to resolve same), the Retirement Benefit shall be paid commencing as of the Benefit Commencement Date based on the information reasonably available to the Administrator. If there is a delay in the actual commencement of the Retirement Benefit past the Benefit Commencement Date, the Benefit Commencement Date shall not change and the Participant shall be entitled to receive those benefits which would have been paid on or after such date, but for the delay, but without interest thereon.", "references": ["Transactions With Affiliates", "Authority", "Waivers", "Survival", "Construction", "Liens", "Agreements", "Positions", "Jurisdictions", "Submission To Jurisdiction", "Tax Withholdings", "Solvency", "Sanctions", "Anti-Corruption Laws", "Confidentiality", "Expenses", "Terms", "Fees", "Indemnity", "Capitalization", "Further Assurances", "Erisa", "Base Salary", "Releases", "Subsidiaries", "Employment", "Assignments", "Entire Agreements", "Powers", "Consents", "General"], "gold": ["General"]}
+{"input": "The Administrator shall withhold, or shall direct the person making any payment to withhold, from payments made hereunder any taxes required to be withheld from a Participant\u2019s wages for the federal or any state or local government. To the extent that benefits hereunder are subject to tax under the Federal Insurance Contributions Act or any other law prior to the time that they become payable, the Administrator may either withhold, or direct the Participant\u2019s Employer to withhold, the amount of such taxes from any other compensation or other amounts payable to the Participant, or may deduct the amount of such tax from the Participant\u2019s Account in accordance with Section 3.7(c). The Administrator\u2019s determination of the amount to be so withheld or deducted shall be final and binding on all parties.", "references": ["Disclosures", "Duties", "Notices", "Vesting", "Benefits", "Use Of Proceeds", "Representations", "Publicity", "Base Salary", "Fees", "Litigations", "Non-Disparagement", "Sanctions", "Authority", "Waivers", "Interests", "Assignments", "Submission To Jurisdiction", "Existence", "Warranties", "Definitions", "Positions", "Remedies", "Effectiveness", "Releases", "Survival", "Participations", "Governing Laws", "Interpretations", "Expenses", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "As a condition of Employee\u2019s employment with the Company, the Employee has executed the Founder Invention and Non-Disclosure Agreement and the Founder Invention and Non-Disclosure Agreement, both of which the Company and Employee acknowledge and agree shall be considered separate contracts. In addition, Employee represents and warrants that Employee shall be able to and will continue to perform the duties of Employee\u2019s position without utilizing any material confidential and/or proprietary information that Employee may have obtained in connection with employment with any prior employer, and that Employee shall not (i)\u00a0disclose any such information to the Company, or (ii)\u00a0induce any Company employee to use any such information, in either case in violation of any confidentiality obligation, whether by agreement, by operation of law or otherwise.", "references": ["Waiver Of Jury Trials", "Use Of Proceeds", "Interpretations", "Applicable Laws", "Enforcements", "Liens", "Counterparts", "No Conflicts", "Withholdings", "Duties", "Positions", "Releases", "Governing Laws", "Enforceability", "Miscellaneous", "Expenses", "Erisa", "Transactions With Affiliates", "Representations", "Costs", "Jurisdictions", "Closings", "Amendments", "Books", "Interests", "Specific Performance", "Headings", "Vesting", "Modifications", "Titles", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid.", "references": ["Authority", "Interpretations", "Entire Agreements", "Warranties", "Records", "Compliance With Laws", "Assigns", "Submission To Jurisdiction", "Expenses", "Powers", "Arbitration", "Disability", "Sanctions", "Intellectual Property", "Closings", "Organizations", "Headings", "Enforceability", "Waiver Of Jury Trials", "Specific Performance", "Miscellaneous", "Change In Control", "Releases", "Agreements", "Waivers", "Insurances", "Publicity", "Amendments", "Effective Dates", "Indemnifications", "Severability"], "gold": ["Severability"]}
+{"input": "Either party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each other provision of this Agreement.", "references": ["Closings", "Sales", "Assignments", "Positions", "Effective Dates", "Indemnity", "Publicity", "Jurisdictions", "Non-Disparagement", "Anti-Corruption Laws", "Titles", "Payments", "Litigations", "Headings", "Vesting", "Expenses", "Releases", "Modifications", "Construction", "Notices", "Change In Control", "Indemnifications", "Confidentiality", "Employment", "Capitalization", "Enforcements", "Transactions With Affiliates", "Terms", "Approvals", "Authority", "Waivers"], "gold": ["Waivers"]}
+{"input": "Subject to Gaming Laws and Liquor Laws, Trustor represents and warrants that Trustor lawfully holds and possesses fee simple title to that portion of the Subject Property constituting real property without limitation on the right to encumber, and that this Deed of Trust is a first priority lien on the Subject Property, subject only to the Permitted Liens (as defined in the Indenture). Neither Trustor, nor any Affiliate of Trustor, has any interest in any real property, not encumbered hereby, which is utilized in any material manner in connection with the use and/or operation of the Subject Property or which is necessary and required for the use and operation of the Subject Property.", "references": ["Jurisdictions", "Warranties", "Amendments", "Defined Terms", "Duties", "Forfeitures", "Tax Withholdings", "Taxes", "Books", "Solvency", "Enforcements", "Positions", "Successors", "No Defaults", "Fees", "Approvals", "Qualifications", "No Waivers", "Waiver Of Jury Trials", "Powers", "Erisa", "Specific Performance", "Further Assurances", "Subsidiaries", "Binding Effects", "Survival", "Venues", "Expenses", "Counterparts", "Financial Statements", "Titles"], "gold": ["Titles"]}
+{"input": "This Agreement is binding on the parties as of the date hereof, but will be effective as of the Closing Date and, except as otherwise set forth herein will continue in effect thereafter until the earlier of (a)\u00a0the time when no shares of Common Stock are held by the MSD Parties or any other Holder and (b)\u00a0its termination by the consent of all parties hereto or their respective successors in interest. This Agreement shall terminate immediately in all respects in the event of a termination of the Merger Agreement.", "references": ["Existence", "Approvals", "Venues", "Vesting", "Tax Withholdings", "No Waivers", "Withholdings", "Entire Agreements", "Liens", "Solvency", "Cooperation", "General", "Sanctions", "Binding Effects", "Authorizations", "Adjustments", "Notices", "Payments", "Consents", "Enforcements", "Successors", "Subsidiaries", "Expenses", "Applicable Laws", "Modifications", "Brokers", "Submission To Jurisdiction", "Employment", "Consent To Jurisdiction", "Severability", "Terms"], "gold": ["Terms"]}
+{"input": "Except as disclosed in the SEC Reports, no officer, director, employee or stockholder of the Acquiror or any Affiliate of any such Person, has or has had, either directly or indirectly, an interest in any transaction with the Acquiror (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Person or, to the Knowledge of the Acquiror or the Acquiror Principal Shareholder, any entity in which any such Person has an interest or is an officer, director, trustee or partner.", "references": ["General", "Vesting", "Records", "Survival", "Books", "Amendments", "Qualifications", "Enforceability", "Benefits", "Anti-Corruption Laws", "Indemnity", "Interests", "Modifications", "Consents", "Powers", "Waivers", "Submission To Jurisdiction", "Headings", "Closings", "Effectiveness", "Insurances", "Effective Dates", "Applicable Laws", "Existence", "Terms", "Terminations", "Specific Performance", "Fees", "Disclosures", "Tax Withholdings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. All express or implied representations, agreements and understandings relating to such subject matter, either oral or written, heretofore made are expressly superseded by this Agreement, including, without limitation the Confidentiality Agreement.", "references": ["Severability", "Survival", "Capitalization", "Forfeitures", "Benefits", "Participations", "Construction", "Litigations", "Compliance With Laws", "Terms", "Remedies", "Warranties", "Tax Withholdings", "Effectiveness", "Financial Statements", "Indemnifications", "No Waivers", "Consent To Jurisdiction", "Solvency", "Notices", "No Conflicts", "General", "Modifications", "Confidentiality", "Disability", "Costs", "Liens", "Base Salary", "Applicable Laws", "Titles", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the Parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. Parent shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Parent, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Parent would be required to perform if no such succession had taken place.", "references": ["Governing Laws", "Insurances", "Powers", "Withholdings", "Payments", "No Waivers", "Vacations", "Integration", "General", "Applicable Laws", "Subsidiaries", "Counterparts", "Participations", "Indemnity", "Books", "Records", "Qualifications", "Financial Statements", "Definitions", "Headings", "Authority", "Assigns", "Capitalization", "No Conflicts", "Employment", "Representations", "Binding Effects", "Waivers", "Consent To Jurisdiction", "Construction", "Successors"], "gold": ["Successors"]}
+{"input": "This Agreement shall be binding and deemed effective when executed by the Borrower, each other Loan Party, Agent, and each Lender whose signature is provided for on the signature pages hereof and Agent shall have received counterparts of each such signature page.", "references": ["General", "Modifications", "Indemnifications", "Enforceability", "Closings", "Fees", "Warranties", "Liens", "Change In Control", "Disclosures", "Headings", "Miscellaneous", "No Defaults", "Effective Dates", "Payments", "Sanctions", "Interests", "Tax Withholdings", "No Conflicts", "Capitalization", "Subsidiaries", "No Waivers", "Litigations", "Venues", "Disability", "Death", "Waivers", "Successors", "Intellectual Property", "Transactions With Affiliates", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Notwithstanding anything in this Agreement to the contrary but subject to the provisions of Section 16.3.1(i) of the Plan, if (A) a Change in Control occurs and (B) on or after the Change in Control and on or before the second anniversary of the Change in Control either (1) the Grantee has a Separation from Service by action of the Company or the Grantee\u2019s employing Subsidiary for any reason other than Cause (excluding due to the Grantee\u2019s death or Disability) or (2) the Grantee has a Separation from Service for Good Reason, then any unearned Restricted Stock Units shall become immediately earned and vested as of the date of such Separation from Service.", "references": ["Positions", "Publicity", "Tax Withholdings", "Expenses", "Litigations", "Enforceability", "Interpretations", "Severability", "Integration", "Use Of Proceeds", "Solvency", "Authorizations", "Waiver Of Jury Trials", "Insurances", "Consent To Jurisdiction", "Effectiveness", "Indemnity", "Duties", "Definitions", "Survival", "Modifications", "Powers", "Disclosures", "Assignments", "Sales", "Further Assurances", "Releases", "Submission To Jurisdiction", "Anti-Corruption Laws", "Financial Statements", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The parties hereto agree that the Underwriting Agreement shall be amended as set forth in this Section 1.1.", "references": ["Sanctions", "Vesting", "Fees", "Books", "Participations", "Transactions With Affiliates", "Indemnifications", "Withholdings", "Publicity", "Payments", "Expenses", "Assignments", "Approvals", "Tax Withholdings", "Benefits", "Positions", "Waiver Of Jury Trials", "No Defaults", "Use Of Proceeds", "Compliance With Laws", "Severability", "Employment", "Assigns", "Representations", "Adjustments", "Taxes", "Terms", "Disability", "Further Assurances", "Enforceability", "Amendments"], "gold": ["Amendments"]}
+{"input": "The provisions of this Section 10 shall survive the Closing. In the event final figures have not been reached on any of the adjustments, prorations or costs, as a result of unavailability of information or otherwise, which are to be adjusted at or prior to Closing pursuant to this Section 10, the parties shall close using adjustments and prorations reasonably estimated by Seller and Purchaser, subject to later readjustment when such final figures have been obtained. If more current information is not available, estimates shall be based upon the prior operating history of the Property, as shown on the most recent bills or payments available. The parties hereto agree that they shall seek to determine the amounts of all prorations and adjustments required hereunder on or before the Closing Date, if possible, and to the extent not then obtainable, as soon as practicable thereafter.", "references": ["Miscellaneous", "Indemnifications", "Interpretations", "Headings", "Interests", "Subsidiaries", "Non-Disparagement", "Transactions With Affiliates", "Insurances", "Erisa", "Venues", "Entire Agreements", "Sales", "Organizations", "Base Salary", "Titles", "Agreements", "Indemnity", "Cooperation", "Applicable Laws", "Costs", "Modifications", "Integration", "Enforceability", "No Waivers", "Taxes", "Notices", "Assignments", "Positions", "Benefits", "Survival"], "gold": ["Survival"]}
+{"input": "Each Greenbrier Party is duly organized, validly existing and in good standing under the Laws of the state of its formation.", "references": ["Authority", "Taxes", "Miscellaneous", "Terminations", "Adjustments", "Agreements", "Headings", "General", "Specific Performance", "Subsidiaries", "Sales", "Erisa", "Construction", "Warranties", "Interests", "Assigns", "Tax Withholdings", "Solvency", "Amendments", "Cooperation", "Participations", "Enforcements", "Withholdings", "Existence", "Vesting", "No Defaults", "Vacations", "Representations", "Entire Agreements", "Interpretations", "Organizations"], "gold": ["Organizations"]}
+{"input": "As of the Cutoff Date, the 2018-3 Lease Agreement is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease and, except as permitted in this paragraph, to the best of the Seller\u2019s and Servicer\u2019s knowledge, no default, breach, violation or event permitting acceleration under its terms has occurred; and to the best of the Seller\u2019s and Servicer\u2019s knowledge, no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under its terms has arisen; and GM Financial has not waived, and shall not waive, any of the foregoing.", "references": ["Severability", "Sanctions", "Adjustments", "Survival", "Amendments", "Change In Control", "Successors", "Approvals", "Closings", "Submission To Jurisdiction", "Consent To Jurisdiction", "Assignments", "Qualifications", "Solvency", "Compliance With Laws", "Enforceability", "Governing Laws", "Payments", "Notices", "No Conflicts", "Disclosures", "Vacations", "Counterparts", "General", "Erisa", "Cooperation", "Costs", "Employment", "Litigations", "Interpretations", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Agent shall receive certificates of insurance or policies of insurance evidencing that all insurance required by the Declarations related to Associations managed by the Vacation Club Manager or this Agreement is in force and will not be canceled without the notice as more specifically provided in and subject to Section 8.8 .", "references": ["Subsidiaries", "Sales", "Arbitration", "Vacations", "Headings", "Transactions With Affiliates", "Base Salary", "No Waivers", "Successors", "Waiver Of Jury Trials", "Qualifications", "Enforcements", "Brokers", "Waivers", "Specific Performance", "Intellectual Property", "Approvals", "Binding Effects", "Compliance With Laws", "Terms", "Taxes", "Books", "Titles", "Disclosures", "Confidentiality", "Capitalization", "Anti-Corruption Laws", "Non-Disparagement", "Indemnity", "Closings", "Insurances"], "gold": ["Insurances"]}
+{"input": "Real estate taxes and assessments imposed by any governmental authority (\" Taxes \") with respect to the Real Property and Improvements for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and shall not be) reimbursable by tenants under the Leases as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to any period after the Close of Escrow.", "references": ["Entire Agreements", "Submission To Jurisdiction", "Governing Laws", "Vacations", "Terms", "Successors", "Assignments", "Disability", "Definitions", "Payments", "Disclosures", "Expenses", "Tax Withholdings", "Sales", "Enforceability", "Positions", "Employment", "Releases", "Withholdings", "Base Salary", "Indemnifications", "Anti-Corruption Laws", "Construction", "Waivers", "Effective Dates", "Binding Effects", "Amendments", "Litigations", "Consents", "Capitalization", "Taxes"], "gold": ["Taxes"]}
+{"input": "Such Equityholder has had an opportunity to review with his own advisors the Tax consequences of the Transactions. Such Equityholder understands that he must rely solely on his advisors and not on any statements or representations made by Buyer or any of his agents or representatives. Such Equityholder understands that such Equityholder (and not Buyer, or Seller or any other Person) shall be responsible for any Tax Liability for such Equityholder that may arise as a result of the Transactions.", "references": ["Approvals", "General", "Jurisdictions", "Releases", "Authority", "Payments", "Withholdings", "Employment", "Disclosures", "Indemnifications", "Powers", "Death", "Binding Effects", "Cooperation", "Interests", "Titles", "Applicable Laws", "Severability", "Forfeitures", "Specific Performance", "Transactions With Affiliates", "Construction", "Interpretations", "Anti-Corruption Laws", "Adjustments", "Remedies", "Indemnity", "Brokers", "Notices", "Positions", "Taxes"], "gold": ["Taxes"]}
+{"input": "At any time or from time to time upon the request of Administrative Agent, Borrower will, and will cause each Restricted Subsidiary to, at Borrower\u2019s expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent may reasonably request in order to effect fully the purposes of the Credit Documents, including (i) providing Lenders with any information reasonably requested pursuant to Section 10.21 (ii) correcting any material defect or error in the execution, acknowledgment, filing or recordation of any Credit Document, and (iii) executing, acknowledging, delivering, recording, re-recording, filing, re-filing, registering and re-registering any and all such further deeds, certificates, assurances and other instruments (including terminating any unauthorized financing statements) as any Agent, or any Lender through Administrative Agent, may reasonably require. In furtherance and not in limitation of the foregoing, Borrower shall, and shall cause each Restricted Subsidiary to, take such actions as Administrative Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors.", "references": ["Interpretations", "Closings", "Employment", "Venues", "Amendments", "Benefits", "Use Of Proceeds", "Capitalization", "Enforceability", "Erisa", "Publicity", "Duties", "Successors", "Binding Effects", "No Defaults", "Authorizations", "Defined Terms", "Applicable Laws", "Existence", "Compliance With Laws", "Costs", "Vacations", "Notices", "Integration", "Vesting", "Non-Disparagement", "Representations", "Miscellaneous", "Terms", "Effective Dates", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Benefitfocus hereby agrees to employ the Associate in the capacity of Senior Advisor for Innovation, upon the terms and conditions set out herein, and the Associate accepts such employment.", "references": ["Titles", "Miscellaneous", "Confidentiality", "Indemnifications", "Erisa", "Duties", "Books", "Vesting", "Terms", "Death", "Jurisdictions", "Integration", "Interpretations", "Agreements", "Enforcements", "Releases", "Records", "Brokers", "Assigns", "Binding Effects", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Disclosures", "Counterparts", "Enforceability", "Waivers", "Fees", "Governing Laws", "Organizations", "Authorizations", "Employment"], "gold": ["Employment"]}
+{"input": "If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement that can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.", "references": ["Publicity", "Change In Control", "Specific Performance", "Representations", "Death", "General", "Assignments", "Construction", "Liens", "Venues", "Intellectual Property", "Titles", "Indemnifications", "Tax Withholdings", "Capitalization", "Indemnity", "Interpretations", "Arbitration", "Adjustments", "Assigns", "Submission To Jurisdiction", "Consents", "Books", "Taxes", "Definitions", "Governing Laws", "Litigations", "Applicable Laws", "No Defaults", "Subsidiaries", "Severability"], "gold": ["Severability"]}
+{"input": "If a court of competent jurisdiction determines that any provision of the Plan or related Participation Agreement, or any portion of such a provision, is void or unenforceable, only such provision or portion will be rendered void or unenforceable. The remainder of this Plan and/or related Participation Agreement will remain in full force and effect. If any court of proper jurisdiction determines that any covenant of the Employee or Director, in any related Participation Agreement is overbroad as to duration, coverage, or geographic scope, it is the intent of the parties that such covenant will be limited in such jurisdiction to the extent necessary to allow its enforcement.", "references": ["Indemnity", "Records", "Duties", "Books", "Qualifications", "Enforceability", "Participations", "Brokers", "Approvals", "Publicity", "Miscellaneous", "Closings", "Defined Terms", "Anti-Corruption Laws", "Sanctions", "Use Of Proceeds", "Terms", "Employment", "Adjustments", "Vacations", "Vesting", "Litigations", "Death", "Integration", "Indemnifications", "Intellectual Property", "Sales", "Organizations", "Powers", "Taxes", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Company hereby agrees to continue to employ Executive and Executive hereby accepts such continued employment and agrees to perform Executive\u2019s duties and responsibilities in accordance with the terms and conditions hereinafter set forth.", "references": ["Definitions", "Positions", "No Defaults", "Intellectual Property", "Authority", "Use Of Proceeds", "Waivers", "Applicable Laws", "Miscellaneous", "Survival", "Entire Agreements", "Counterparts", "Compliance With Laws", "Fees", "Transactions With Affiliates", "Indemnifications", "Specific Performance", "Successors", "Disclosures", "Disability", "Vesting", "Confidentiality", "Interpretations", "Anti-Corruption Laws", "Remedies", "Insurances", "Capitalization", "Effectiveness", "Headings", "Tax Withholdings", "Employment"], "gold": ["Employment"]}
+{"input": "This Agreement shall not be assignable by any party, except by the Employer to any affiliated company or to any successor in interest to its businesses.", "references": ["Consents", "Terminations", "Adjustments", "Consent To Jurisdiction", "Withholdings", "Governing Laws", "Transactions With Affiliates", "Books", "Interests", "Remedies", "Severability", "Costs", "Definitions", "Disability", "Duties", "Counterparts", "Notices", "Change In Control", "Subsidiaries", "Litigations", "Miscellaneous", "Successors", "Benefits", "Solvency", "Liens", "Use Of Proceeds", "Anti-Corruption Laws", "No Conflicts", "Entire Agreements", "Waivers", "Assignments"], "gold": ["Assignments"]}
+{"input": "Subject to the last line of Section 6(c) of the Agreement, the Executive shall be fully vested in the \u201cAccrued Benefit\u201d (as defined below).", "references": ["Construction", "Confidentiality", "Expenses", "Specific Performance", "Financial Statements", "No Waivers", "Applicable Laws", "Tax Withholdings", "General", "Enforceability", "Approvals", "Representations", "Disclosures", "Waivers", "Indemnifications", "Books", "Payments", "Positions", "Severability", "Arbitration", "Venues", "Assigns", "Interpretations", "Transactions With Affiliates", "Capitalization", "Benefits", "Costs", "Withholdings", "Vacations", "Participations", "Vesting"], "gold": ["Vesting"]}
+{"input": "THE PLEDGOR EACH HEREBY: (i)\u00a0COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (ii) WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE PLEDGOR AND SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS, OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO DEBTOR-CREDITOR RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PLEDGOR AND THE PLEDGOR HEREBY AGREES THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. SECURED PARTY IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PLEDGOR AND SECURED PARTY, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY. THE PLEDGOR REPRESENTS AND WARRANTS THAT EACH OF THEM HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND/OR THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.", "references": ["Jurisdictions", "Financial Statements", "Brokers", "Disability", "Costs", "Tax Withholdings", "Participations", "Survival", "Consent To Jurisdiction", "Assigns", "Counterparts", "Death", "Taxes", "Representations", "Amendments", "Governing Laws", "Enforceability", "Change In Control", "Agreements", "Enforcements", "Compliance With Laws", "Assignments", "Vacations", "Employment", "Definitions", "Intellectual Property", "Effectiveness", "Positions", "Indemnity", "Miscellaneous", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "In connection with the Obligations, this Agreement and the other Loan Documents, the Bank and the Borrower will be providing to each other, whether orally, in writing or in electronic format, nonpublic, confidential or proprietary information (collectively, \u201c Confidential Information \u201d). Each of the Borrower and the Bank agrees (i) to hold the Confidential Information of the other in confidence; and (ii) not to disclose or permit any other person or entity access to the Confidential Information of the other party, except for disclosure or access to (a) a party\u2019s affiliates and its or their employees, officers, directors, agents, representatives, (b) other third parties that provide or may provide ancillary support relating to the Obligations, this Agreement and/or the other Loan Documents, or (c) to its external or internal auditors or regulatory authorities. It is understood and agreed that the obligation to protect such Confidential Information shall be satisfied if the party receiving such Confidential Information utilizes the same control (but no less than reasonable) as it does to avoid disclosure of its own confidential and valuable information. It is also understood and agreed that no information shall be within the protection of this Agreement where such information: (w) is or becomes publicly available through no fault of the party to whom such Confidential Information has been disclosed, (x) is released by the originating party to anyone without restriction, (y) is rightly obtained from third parties who are not, to such receiving party's knowledge, under an obligation of confidentiality, or (z) is required to be disclosed by subpoena or similar process of applicable law or regulations.", "references": ["Non-Disparagement", "Powers", "Specific Performance", "Change In Control", "Publicity", "Authority", "Base Salary", "Waivers", "Duties", "Entire Agreements", "Litigations", "Definitions", "Severability", "Taxes", "Forfeitures", "Defined Terms", "Sales", "Books", "Terms", "Payments", "Applicable Laws", "Successors", "Brokers", "Closings", "Fees", "Assignments", "Intellectual Property", "No Conflicts", "Construction", "Capitalization", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Employee agrees that he will not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns. Subject to Employee\u2019s continuing obligations to comply with Section\u00a08(a) hereof as provided herein, nothing in this Section\u00a08(e) shall preclude Employee from responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that, to the extent permitted by law and not contrary to Section\u00a08(h) below, Employee promptly informs the Company of any such obligation prior to participating in any such proceedings. The Company likewise agrees that it will not release any information or make any statements, and its officers and directors shall not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of Employee. Nothing herein shall preclude the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns from responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that to the extent permitted by law, the Company will promptly inform Employee in advance if it has reason to believe such response or testimony will directly relate to Employee, or preclude the Company from complying with applicable disclosure requirements.", "references": ["Existence", "Powers", "Modifications", "Waiver Of Jury Trials", "Enforcements", "Organizations", "Terms", "Terminations", "Submission To Jurisdiction", "Taxes", "Assignments", "Cooperation", "Qualifications", "Agreements", "Tax Withholdings", "No Defaults", "Erisa", "Disclosures", "Waivers", "Benefits", "Warranties", "Closings", "Notices", "Use Of Proceeds", "Effective Dates", "Confidentiality", "Expenses", "Anti-Corruption Laws", "Definitions", "Jurisdictions", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Closing of the purchase and sale of the Preferred Shares shall take place at the offices of Goodwin Procter LLP, 901 New York Ave. NW, Washington, D.C. 20001, on the Closing Date or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree.", "references": ["Severability", "No Conflicts", "Successors", "Assignments", "Payments", "Litigations", "Amendments", "Non-Disparagement", "Construction", "No Waivers", "Taxes", "Enforceability", "General", "Existence", "Publicity", "Applicable Laws", "Waiver Of Jury Trials", "Transactions With Affiliates", "Base Salary", "Insurances", "No Defaults", "Powers", "Indemnity", "Venues", "Interpretations", "Vesting", "Sales", "Entire Agreements", "Qualifications", "Liens", "Closings"], "gold": ["Closings"]}
+{"input": "All financial statements furnished to Lender, fairly present the financial condition of each Obligor and their respective Subsidiaries as of the respective dates thereof or for the respective periods thereof and the results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis.\u00a0 Since the date of the most recent audited financial statements delivered to Lender under Section\u00a05.1(b) , there has been no Material Adverse Effect with respect to any Obligor.\u00a0 No Obligor has any Indebtedness (other than Indebtedness permitted pursuant to Section\u00a06.2) or any Contingent Obligations (other than Contingent Obligations permitted pursuant to Section\u00a06.8 ).", "references": ["Effectiveness", "Governing Laws", "Subsidiaries", "Duties", "Qualifications", "Entire Agreements", "Further Assurances", "Books", "Indemnity", "Jurisdictions", "Construction", "Arbitration", "Anti-Corruption Laws", "Survival", "Participations", "Compliance With Laws", "Effective Dates", "Defined Terms", "Base Salary", "Litigations", "Vacations", "Assigns", "Withholdings", "Closings", "Amendments", "Death", "Notices", "No Waivers", "No Defaults", "Enforcements", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Company agrees that it shall use the proceeds from the sale of the Securities for such purposes as determined from time to time by its Board of Directors; provided that the Company shall not use the proceeds from the sale of the Securities for recapitalization transactions, dividend payments, repurchases of its Equity Securities or repayments of Company or Subsidiary indebtedness (provided that the Company may use proceeds to reduce amounts outstanding under its revolving credit facility other than in connection with a permanent reduction of borrowing capacity thereunder), in each case occurring within one (1) year of the Closing.", "references": ["Base Salary", "Books", "Defined Terms", "Confidentiality", "Death", "Consent To Jurisdiction", "Non-Disparagement", "Construction", "Representations", "Waivers", "Entire Agreements", "Assigns", "Terminations", "Vesting", "Brokers", "Publicity", "Employment", "Participations", "Vacations", "Intellectual Property", "Subsidiaries", "Solvency", "Venues", "Binding Effects", "Sales", "Enforceability", "Disability", "Change In Control", "Financial Statements", "Powers", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.\u00a0\u00a0Each of the Company, the Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law, except for such noncompliance that could not reasonably be expected to have a Material Adverse Effect.\u00a0\u00a0The excess of the present value of all benefit liabilities under each Plan of the Company, the Subsidiaries and the ERISA Affiliates (based on those assumptions used to fund such Plan), as of the last annual valuation date applicable thereto for which a valuation is available, over the value of the assets of such Plan could not reasonably be expected to have a Material Adverse Effect, and the excess of the present value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) as of the last annual valuation dates applicable thereto for which valuations are available, over the value of the assets of all such underfunded Plans could not reasonably be expected to have a Material Adverse Effect.\u00a0\u00a0Each of the Company and the Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan governed by the laws of a jurisdiction other than the United States and (ii) with the terms of any such plan, except, in each case, for such noncompliance that could not reasonably be expected to have a Material Adverse Effect.\u00a0\u00a0Except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) each Foreign Pension Plan has been maintained in compliance with its terms and in compliance with the requirements of any and all applicable laws, statutes, rules, regulations and orders (including all funding requirements and the respective requirements of the governing documents for each such Foreign Pension Plan) and has been maintained, where required, in good standing with applicable regulatory authorities and (b) all contributions required to be made with respect to a Foreign Pension Plan have been timely made. Neither the Company nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan that could reasonably be expected to have a Material Adverse Effect. No actions or proceedings have been taken or instituted to terminate or wind-up a Foreign Pension Plan that could reasonably be expected to have a Material Adverse Effect.", "references": ["Successors", "Vacations", "Applicable Laws", "Liens", "Authority", "Intellectual Property", "Defined Terms", "Assigns", "Insurances", "Disclosures", "Withholdings", "Assignments", "No Conflicts", "No Waivers", "Terms", "Books", "Enforceability", "Counterparts", "Waiver Of Jury Trials", "Interests", "Disability", "Financial Statements", "Modifications", "Waivers", "Participations", "Cooperation", "Remedies", "Further Assurances", "Warranties", "Anti-Corruption Laws", "Erisa"], "gold": ["Erisa"]}
+{"input": "Notwithstanding anything in the Plan or this Agreement to the contrary, if, upon or within one year following a Change in Control (as defined in the Plan) and prior to the end of the Restriction Period, the Company or a succeeding entity terminates the Holder\u2019s employment for any reason other than for Cause, then the Restriction Period shall lapse and the Award shall become fully vested and shall be subject to Section 5.8 of the Plan.", "references": ["Integration", "Representations", "Insurances", "Taxes", "Consent To Jurisdiction", "Arbitration", "Publicity", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Death", "Erisa", "Tax Withholdings", "Headings", "Records", "Warranties", "Counterparts", "Qualifications", "Venues", "Withholdings", "Employment", "Agreements", "Sanctions", "Compliance With Laws", "Transactions With Affiliates", "Liens", "Jurisdictions", "Anti-Corruption Laws", "Closings", "No Defaults", "Effectiveness", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which will be deemed an original, and all of which together will constitute one document.", "references": ["Effective Dates", "Payments", "Costs", "Consents", "Interests", "Litigations", "Disability", "Authority", "Powers", "Indemnity", "Financial Statements", "Insurances", "Base Salary", "Transactions With Affiliates", "Miscellaneous", "Titles", "Assigns", "Cooperation", "No Conflicts", "Solvency", "Headings", "General", "Forfeitures", "No Defaults", "Entire Agreements", "Remedies", "Successors", "Authorizations", "Assignments", "Integration", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "THIS INDENTURE SHALL IN ALL RESPECTS 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 NEW YORK GENERAL OBLIGATIONS LAW.", "references": ["Participations", "Integration", "Capitalization", "Closings", "Records", "Withholdings", "Vesting", "General", "Interests", "Definitions", "Transactions With Affiliates", "Forfeitures", "Cooperation", "Payments", "Benefits", "Tax Withholdings", "No Conflicts", "Qualifications", "Intellectual Property", "Publicity", "Waivers", "Expenses", "Counterparts", "Taxes", "Applicable Laws", "Authority", "Confidentiality", "Releases", "Agreements", "Disclosures", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "On the Grant Date, prior to the effective time of the Company Merger, the Company and the Trust shall execute a Bill of Sale, Assignment, Acceptance and Assumption Agreement conveying the Holdco Interests to the Trust, a copy of which is attached as Appendix A hereto. The Company or its successor in the Company Merger will, upon reasonable request of the Trustees, execute, acknowledge, and deliver such further instruments and do such further acts as may be necessary or proper to carry out effectively the purposes of this Agreement, to confirm or effectuate the transfer to the Trust or any Trust Subsidiary of any property intended to be covered hereby, and to vest in the Trust, such Trust Subsidiary and their respective successors and assigns, the estate, powers, instruments or funds in trust hereunder.", "references": ["Effectiveness", "Jurisdictions", "Warranties", "Definitions", "Books", "Duties", "Remedies", "Arbitration", "Amendments", "Indemnifications", "Base Salary", "Releases", "Consents", "Approvals", "Applicable Laws", "Sales", "Survival", "Cooperation", "Headings", "Tax Withholdings", "Terminations", "Successors", "Agreements", "Organizations", "Use Of Proceeds", "Employment", "Existence", "Powers", "Records", "Compliance With Laws", "Assignments"], "gold": ["Assignments"]}
+{"input": "In addition to any rights to indemnification to which the Executive is entitled under DeVry Group\u2019s charter and by-laws, to the extent permitted by applicable law, DeVry Group will indemnify, from the assets of DeVry Group supplemented by insurance in an amount determined by DeVry Group, the Executive at all times, during and after the Employment Period, and, to the maximum extent permitted by applicable law, shall pay the Executive\u2019s expenses (including reasonable attorneys\u2019 fees and expenses, which shall be paid in advance by DeVry Group as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which the Executive may be made a party, brought by any shareholder of DeVry Group directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of DeVry Group or any subsidiary or Affiliate of DeVry Group of the Executive as an officer, director or employee of DeVry Group or of any subsidiary or Affiliate of DeVry Group. DeVry Group shall use its best efforts to maintain during the Employment Period and thereafter insurance coverage sufficient in the determination of the Board to satisfy any indemnification obligation of DeVry Group arising under this Section\u00a025.", "references": ["Headings", "Warranties", "Records", "Authority", "Death", "Terminations", "Solvency", "Effectiveness", "Miscellaneous", "Disability", "Sanctions", "Taxes", "Adjustments", "Change In Control", "Assigns", "Venues", "Forfeitures", "Approvals", "Sales", "Disclosures", "Brokers", "Defined Terms", "Intellectual Property", "Expenses", "Tax Withholdings", "Titles", "Confidentiality", "Modifications", "Financial Statements", "Vesting", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Borrower and each of its Subsidiaries has filed all tax returns and reports required by law to have been filed by it and has paid all taxes due and owing and has paid all taxes shown to be due on any assessment received to the extent that such taxes have become due and payable (except any such taxes that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books), except where the failure to file any such returns or reports or to pay any such taxes would not give rise to a Material Adverse Change.", "references": ["Further Assurances", "Existence", "Organizations", "Venues", "Entire Agreements", "Enforcements", "Use Of Proceeds", "Construction", "Representations", "Fees", "Solvency", "Expenses", "Intellectual Property", "Compliance With Laws", "Publicity", "Powers", "Counterparts", "Definitions", "Assigns", "Effectiveness", "Jurisdictions", "Disclosures", "Agreements", "Arbitration", "Releases", "Waiver Of Jury Trials", "Employment", "Anti-Corruption Laws", "Titles", "Death", "Taxes"], "gold": ["Taxes"]}
+{"input": "Landlord and Tenant each represent and warrant to the other that neither of them has employed or dealt with any broker, agent or finder other than CB Richard Ellis-N.E. Partners, Limited Partnership (representing Landlord exclusively) and Cushman\u00a0& Wakefield (representing Tenant exclusively) (the \u201c Brokers \u201d) and that, other than the Brokers, no broker is entitled to any compensation or charges in connection with this Amendment or the transaction contemplated hereby. Tenant covenants and agrees to defend, with counsel approved by Landlord, indemnify and save Landlord harmless from and against any and all cost, expense or liability for any compensation, commission or charges claimed by any broker, agent or finder who dealt with Tenant, other than the Brokers. Landlord covenants and agrees to defend, with counsel approved by Tenant, indemnify and save Tenant harmless from and against any and all cost, expense or liability for any compensation, commission or charges claimed by any broker, agent or finder who dealt with Landlord, including the Brokers. Landlord will pay any commission due to the Brokers hereunder pursuant to its separate agreement with the Brokers hereunder.", "references": ["General", "Indemnifications", "Vesting", "Subsidiaries", "Existence", "Costs", "Litigations", "Integration", "Organizations", "Modifications", "Transactions With Affiliates", "Waiver Of Jury Trials", "Sanctions", "Employment", "Positions", "Non-Disparagement", "Effective Dates", "Successors", "Use Of Proceeds", "Qualifications", "Participations", "Enforcements", "Survival", "Withholdings", "Venues", "Benefits", "Submission To Jurisdiction", "Assignments", "Intellectual Property", "Payments", "Brokers"], "gold": ["Brokers"]}
+{"input": "No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by the Officer and on behalf of the Bank by such officer as may be specifically designated by the Board . No waiver by either Party hereto, at any time, of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No amendment or addition to this Agreement shall be binding unless in writing and signed by both Parties, except as herein otherwise provided.", "references": ["Venues", "Death", "Use Of Proceeds", "Financial Statements", "Costs", "Cooperation", "Non-Disparagement", "Taxes", "Tax Withholdings", "Participations", "Duties", "Sanctions", "Indemnity", "Waiver Of Jury Trials", "General", "Books", "Subsidiaries", "Modifications", "Organizations", "Titles", "Miscellaneous", "Survival", "Further Assurances", "Notices", "Counterparts", "Vacations", "Compliance With Laws", "Submission To Jurisdiction", "Arbitration", "Agreements", "Amendments"], "gold": ["Amendments"]}
+{"input": "This MOU may be executed in any number of counterparts (including by exchange of .pdf signatures), which, taken together, shall constitute one and the same instrument.", "references": ["Transactions With Affiliates", "Entire Agreements", "Arbitration", "Litigations", "Submission To Jurisdiction", "Organizations", "Vacations", "Construction", "Indemnity", "Headings", "Interests", "Base Salary", "Publicity", "Representations", "Consent To Jurisdiction", "Governing Laws", "Insurances", "Fees", "Change In Control", "Amendments", "Consents", "Warranties", "Records", "Subsidiaries", "Erisa", "Employment", "Severability", "Positions", "Solvency", "Death", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "In case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["Vacations", "Integration", "Vesting", "No Conflicts", "Amendments", "Arbitration", "Non-Disparagement", "Survival", "Records", "Employment", "Releases", "Representations", "Jurisdictions", "Erisa", "Positions", "No Waivers", "Specific Performance", "Construction", "Assignments", "Existence", "Qualifications", "Closings", "Modifications", "Financial Statements", "Interpretations", "Waivers", "Expenses", "Consents", "Books", "Effectiveness", "Severability"], "gold": ["Severability"]}
+{"input": "The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Effective Date.", "references": ["Survival", "Remedies", "Headings", "Litigations", "Positions", "Payments", "Terms", "Consent To Jurisdiction", "Records", "No Waivers", "Participations", "Qualifications", "Consents", "Sanctions", "Miscellaneous", "Enforcements", "Intellectual Property", "Assigns", "Approvals", "Subsidiaries", "Interpretations", "Forfeitures", "Successors", "Existence", "General", "Financial Statements", "Further Assurances", "Arbitration", "Severability", "Liens", "Fees"], "gold": ["Fees"]}
+{"input": "If Sub-Subtenant timely and validly exercises the Expansion Option, then, beginning on the Expansion Space Delivery Date and continuing for the balance of the Term, the Expansion Space shall be part of the Premises under this Sub-Sublease (so that the term \u201cPremises\u201d in this Sub-Sublease shall refer to the space in the original Premises, as originally described in this Sub-Sublease, plus the Expansion Space). Sub-Subtenant\u2019s lease of the Expansion Space shall be on the same terms and conditions as affect the original Premises. Sub-Subtenant\u2019s obligation to pay Rent with respect to the Expansion Space shall begin on the Expansion Space Delivery Date.", "references": ["Consent To Jurisdiction", "Insurances", "Titles", "Qualifications", "Applicable Laws", "Representations", "Payments", "Benefits", "Intellectual Property", "No Defaults", "Arbitration", "Submission To Jurisdiction", "Duties", "Solvency", "Consents", "Litigations", "General", "Publicity", "Confidentiality", "Headings", "Vesting", "Waivers", "Integration", "Existence", "Subsidiaries", "Sales", "Cooperation", "Agreements", "Brokers", "Waiver Of Jury Trials", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement and the 2015 Proprietary Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto, including, without limitation the Prior Agreement. The non-solicitation and non-competition provisions in this Agreement and in the 2015 Proprietary Rights Agreement shall be deemed separate and distinct provisions and each applicable time period shall run concurrently in accordance with its terms for the benefit of the Company.", "references": ["Enforcements", "Miscellaneous", "Erisa", "Change In Control", "Organizations", "Disclosures", "Death", "Non-Disparagement", "Releases", "Transactions With Affiliates", "Books", "Definitions", "Withholdings", "Effective Dates", "Insurances", "Taxes", "No Waivers", "Authority", "Survival", "Specific Performance", "Defined Terms", "Positions", "Agreements", "No Defaults", "Fees", "Indemnifications", "Waivers", "No Conflicts", "Enforceability", "Compliance With Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company and the Key Holders hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.", "references": ["Withholdings", "Financial Statements", "Notices", "Assigns", "Transactions With Affiliates", "Consents", "Governing Laws", "Capitalization", "Effective Dates", "Representations", "No Conflicts", "Enforceability", "Base Salary", "Enforcements", "Arbitration", "Remedies", "Non-Disparagement", "Authority", "Fees", "Tax Withholdings", "Further Assurances", "Expenses", "Consent To Jurisdiction", "Qualifications", "Defined Terms", "Books", "No Waivers", "Approvals", "Amendments", "Authorizations", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.", "references": ["Change In Control", "Survival", "Terminations", "Erisa", "Non-Disparagement", "Counterparts", "Employment", "Use Of Proceeds", "Base Salary", "Sanctions", "Arbitration", "Powers", "Insurances", "Compliance With Laws", "Positions", "No Conflicts", "Fees", "Organizations", "Enforcements", "Indemnifications", "General", "Payments", "Authorizations", "Litigations", "Authority", "Records", "Headings", "Confidentiality", "Publicity", "Brokers", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except as set forth in the Registration Statement, the Preliminary Prospectus, and the Prospectus, none of the officers, directors or affiliates of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from, any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $100,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.", "references": ["Indemnity", "Existence", "Disability", "Anti-Corruption Laws", "Consent To Jurisdiction", "Taxes", "Forfeitures", "Miscellaneous", "Solvency", "Waiver Of Jury Trials", "Releases", "Representations", "Death", "Fees", "Further Assurances", "Enforceability", "Survival", "Agreements", "Books", "Publicity", "Vacations", "Payments", "Subsidiaries", "No Waivers", "Compliance With Laws", "Vesting", "Sanctions", "Financial Statements", "Headings", "Integration", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a)\u00a0if delivered by hand and a receipt is provided by the party to whom such communication is delivered, (b)\u00a0if mailed by certified or registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an acknowledgement of receipt form accompanying delivery through the U.S. mail, (c)\u00a0personal service by a process server, or (d)\u00a0delivery to the recipient\u2019s address by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice complying with the provisions of this Section\u00a014. Delivery of communications to the Company with respect to this Agreement shall be sent to the attention of the Company\u2019s General Counsel.", "references": ["Financial Statements", "Duties", "Miscellaneous", "Terms", "Costs", "Anti-Corruption Laws", "Waivers", "Expenses", "Solvency", "Transactions With Affiliates", "Governing Laws", "Payments", "Submission To Jurisdiction", "Employment", "Venues", "Enforcements", "Survival", "Construction", "Taxes", "Disclosures", "Cooperation", "Intellectual Property", "Interpretations", "No Conflicts", "Liens", "Remedies", "Closings", "Waiver Of Jury Trials", "Modifications", "Books", "Notices"], "gold": ["Notices"]}
+{"input": "The Company shall continue to employ the Executive and the Executive shall continue to serve the Company, on the terms and conditions set forth herein, for the period commencing on September 24, 2018 (the \u201c Effective Date \u201d) and expiring on the third anniversary of the Effective Date (the \u201c Term \u201d).", "references": ["Vacations", "Confidentiality", "Expenses", "Definitions", "Remedies", "Vesting", "Tax Withholdings", "Organizations", "Consent To Jurisdiction", "Notices", "Binding Effects", "Severability", "Terminations", "Qualifications", "Titles", "Agreements", "Effective Dates", "Payments", "Existence", "Waivers", "Construction", "No Conflicts", "Duties", "No Waivers", "Assigns", "Disability", "Miscellaneous", "Waiver Of Jury Trials", "Base Salary", "Withholdings", "Terms"], "gold": ["Terms"]}
+{"input": "The sections, subjects and headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.", "references": ["Qualifications", "Consent To Jurisdiction", "No Conflicts", "No Waivers", "Fees", "Powers", "Waiver Of Jury Trials", "Use Of Proceeds", "Erisa", "Applicable Laws", "Successors", "Duties", "Existence", "Counterparts", "No Defaults", "Agreements", "Authority", "Binding Effects", "Effectiveness", "Waivers", "Change In Control", "Modifications", "Capitalization", "Positions", "Transactions With Affiliates", "Assigns", "Integration", "Remedies", "Approvals", "Brokers", "Headings"], "gold": ["Headings"]}
+{"input": "Except as otherwise provided in the terms of the Cash Award grant, upon termination of a Participant\u2019s status as an Employee or Director, whichever is applicable, for any reason during the applicable Restricted Period, the entire unvested portion of the Cash Award shall be forfeited by the Participant unless otherwise provided in a written employment agreement between the Participant and the Company or its Affiliates. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant\u2019s Cash Award.", "references": ["Disclosures", "Specific Performance", "Sanctions", "Consents", "Effective Dates", "Releases", "Vacations", "Construction", "Anti-Corruption Laws", "Liens", "Use Of Proceeds", "Authority", "Transactions With Affiliates", "Participations", "Non-Disparagement", "Representations", "Solvency", "Miscellaneous", "Notices", "Expenses", "Tax Withholdings", "Interests", "Books", "Litigations", "Approvals", "Titles", "Benefits", "No Conflicts", "Adjustments", "Interpretations", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section\u00a011.02(e)\u00a0 shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Non-Disparagement", "Releases", "Effectiveness", "Interests", "Integration", "Books", "Indemnifications", "Sales", "Construction", "Taxes", "Cooperation", "Successors", "Organizations", "Publicity", "Disclosures", "Anti-Corruption Laws", "Employment", "Powers", "Death", "Remedies", "Enforceability", "Warranties", "Binding Effects", "Counterparts", "Confidentiality", "Use Of Proceeds", "Waiver Of Jury Trials", "Further Assurances", "General", "Effective Dates", "Survival"], "gold": ["Survival"]}
+{"input": "All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to the choice of law principles thereof.", "references": ["Enforceability", "Death", "Approvals", "General", "Modifications", "Venues", "Severability", "Sanctions", "Records", "Intellectual Property", "Confidentiality", "Cooperation", "Existence", "Vesting", "Construction", "Publicity", "Transactions With Affiliates", "Insurances", "Waiver Of Jury Trials", "No Waivers", "Powers", "Solvency", "Definitions", "Litigations", "Qualifications", "Fees", "Warranties", "Effectiveness", "Forfeitures", "Benefits", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall become effective when it shall have been executed and delivered by the Loan Parties and the Administrative Agent shall have been notified by each Lender and L/C Issuer that each such Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04 .", "references": ["Submission To Jurisdiction", "Authorizations", "Participations", "Benefits", "No Conflicts", "Notices", "Further Assurances", "Capitalization", "Sanctions", "Duties", "Adjustments", "Indemnity", "Transactions With Affiliates", "Tax Withholdings", "Enforcements", "Entire Agreements", "Venues", "Existence", "Titles", "Vacations", "Expenses", "Modifications", "Fees", "Use Of Proceeds", "Indemnifications", "Vesting", "Closings", "Base Salary", "Defined Terms", "Releases", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Amendment is a Credit Document. This Amendment may be executed in any number of counterparts (and by the different parties hereto in different counterparts), each of which when so executed and delivered shall be deemed an original, but all of such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, PDF copy or other electronic transmission shall be effective as delivery of an original manually executed counterpart of this Amendment.", "references": ["Venues", "Death", "Modifications", "Tax Withholdings", "Base Salary", "Taxes", "Headings", "Sales", "Interests", "Governing Laws", "Further Assurances", "Representations", "Enforceability", "Powers", "Construction", "Amendments", "Defined Terms", "Consents", "Cooperation", "Submission To Jurisdiction", "Books", "Publicity", "Successors", "Interpretations", "No Conflicts", "Erisa", "Anti-Corruption Laws", "Notices", "Change In Control", "Survival", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "CUSTOMER AND LENDER HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY OTHER ACTION OF ANY PARTY.", "references": ["Entire Agreements", "Benefits", "Disclosures", "Venues", "Interpretations", "Remedies", "Capitalization", "Brokers", "Non-Disparagement", "Erisa", "Records", "Expenses", "Titles", "Insurances", "Duties", "Terminations", "Consent To Jurisdiction", "Approvals", "Successors", "Waivers", "Sanctions", "No Conflicts", "Sales", "Payments", "Subsidiaries", "Arbitration", "Transactions With Affiliates", "Existence", "Indemnity", "Consents", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Period \u201d), BCHI Holdings, LLC, a Georgia limited liability company (\u201c Holdings \u201d), agrees to indemnify and hold harmless Birch Communications, LLC (\u201c BCLLC '') and each other subsidiary that remained a subsidiary of BCLLC after the Closing (BCLLC and each such other subsidiary of BCLLC hereinafter collectively referred to as a \u201c Covered Subsidiar y \u201d ) from and against any and all asserted and/or actual liabilities for unpaid state income or franchise taxes, late fees and penalties and interest owed for 2017 and prior years and paid by BCLLC after the Closing. Notwithstanding the foregoing, Fusion BCHI agrees that Fusion BCHI shall cover the initial $1 , 000,000 of any actual tax liabilities (but not any late fees, penalties and interest associated therewith). Holdings shall have the right to assume the defense of these matters and shall have the right to settle such matters so long as such settlement does not involve any monetary payment by the Company and/or its Subsidiaries and does not otherwise have a material adverse effect on the business of the Company and its Subsidiaries with respect to any state taxes.", "references": ["Tax Withholdings", "Representations", "Assignments", "Counterparts", "Withholdings", "Headings", "Solvency", "Benefits", "Modifications", "Authority", "Entire Agreements", "Severability", "Consent To Jurisdiction", "Base Salary", "Remedies", "Qualifications", "Organizations", "Binding Effects", "Taxes", "Interests", "Payments", "Assigns", "Amendments", "Brokers", "Costs", "Expenses", "Closings", "Integration", "Applicable Laws", "Forfeitures", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.", "references": ["Indemnity", "Assignments", "Adjustments", "Base Salary", "Interpretations", "Participations", "Entire Agreements", "Forfeitures", "Integration", "Capitalization", "Payments", "Counterparts", "General", "Taxes", "Authorizations", "Enforcements", "Publicity", "Assigns", "Confidentiality", "Death", "Powers", "Cooperation", "Amendments", "Fees", "No Defaults", "Subsidiaries", "Costs", "Positions", "Compliance With Laws", "Organizations", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Release, along with the Separation Agreement and any Exhibits thereto (and the other agreements referenced in the Separation Agreement), set forth the entire agreement between the parties hereto and fully supersedes any and all other prior agreements or understandings between the parties hereto pertaining to the subject matter hereof.\u00a0 This Release shall not be modified except in writing signed by the parties hereto.", "references": ["Governing Laws", "No Waivers", "Subsidiaries", "Duties", "Jurisdictions", "Erisa", "Vacations", "Tax Withholdings", "Approvals", "Warranties", "Non-Disparagement", "Cooperation", "Assigns", "Waiver Of Jury Trials", "Financial Statements", "Brokers", "Agreements", "Integration", "Fees", "Counterparts", "Compliance With Laws", "Capitalization", "No Conflicts", "Transactions With Affiliates", "Payments", "Adjustments", "Assignments", "Authority", "Base Salary", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, the Borrowers will maintain or cause to be maintained, in each case, as determined by the Parent in good faith, with financially sound and reputable insurers, such insurance coverage with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Parent and its Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons, including, but only if required by applicable law or regulation, flood insurance with respect to each Flood Hazard Property, in each case in compliance with applicable Flood Insurance Laws. Each such policy of insurance shall (i)\u00a0name the Administrative Agent on behalf of the Secured Parties as a loss payee, mortgagee and/or an additional insured, as applicable, thereunder as its interests may appear and (ii)\u00a0to the extent available from the relevant insurance carrier, in the case of each casualty insurance policy (excluding any business interruption insurance policy), contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as the loss payee thereunder and, to the extent available, provide for at least 30 days\u2019 prior written notice to the Administrative Agent of any modification or cancellation of such policy (or 10 days\u2019 prior written notice in the case of the failure to pay any premiums thereunder); provided that the Borrowers shall have 120 days after the Closing Date (or such later date as agreed by the Administrative Agent) to comply with the requirements of the foregoing clauses (i) \u00a0and (ii) \u00a0with respect to policies in effect on the Closing Date.", "references": ["Non-Disparagement", "Benefits", "Successors", "Publicity", "Brokers", "No Defaults", "Tax Withholdings", "Erisa", "Expenses", "Participations", "Litigations", "Enforcements", "Payments", "Capitalization", "Anti-Corruption Laws", "Base Salary", "Enforceability", "Liens", "Remedies", "No Waivers", "Authority", "Employment", "Books", "Effectiveness", "Assignments", "Defined Terms", "Disclosures", "Entire Agreements", "Interests", "Specific Performance", "Insurances"], "gold": ["Insurances"]}
+{"input": "The properties of each Restricted Person are insured with financially sound and reputable insurance companies that are not Affiliates of such Restricted Person, in such amounts, with such deductibles and covering such risks as are required to comply with Section \u00a06.8 .", "references": ["Warranties", "Non-Disparagement", "Sanctions", "Titles", "Further Assurances", "Qualifications", "Consent To Jurisdiction", "No Waivers", "Terms", "Successors", "Representations", "Submission To Jurisdiction", "Books", "Effective Dates", "Adjustments", "Assignments", "Jurisdictions", "Positions", "Miscellaneous", "Brokers", "Enforceability", "Tax Withholdings", "Closings", "Waiver Of Jury Trials", "Interpretations", "Benefits", "Applicable Laws", "Agreements", "Compliance With Laws", "Specific Performance", "Insurances"], "gold": ["Insurances"]}
+{"input": "All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, KeyBank National Association or any of their Affiliates shall be subject to the prior written approval of Lender and KeyBank National Association in their discretion.", "references": ["Waiver Of Jury Trials", "Solvency", "Effective Dates", "Payments", "Integration", "Disability", "Enforcements", "Approvals", "Notices", "Submission To Jurisdiction", "Positions", "Entire Agreements", "Enforceability", "Titles", "Indemnifications", "Specific Performance", "Authorizations", "Headings", "Costs", "No Conflicts", "Non-Disparagement", "General", "Compliance With Laws", "Anti-Corruption Laws", "Liens", "Survival", "Confidentiality", "Subsidiaries", "Assignments", "No Defaults", "Publicity"], "gold": ["Publicity"]}
+{"input": "Such Shareholder has not taken any action that is in violation of the United States Foreign Corrupt Practices Act of 1977 (as amended from time to time, the \u201cFCPA\u201d) or any other anti-corruption law in any applicable jurisdiction, and without limiting the foregoing, such Shareholder has not paid, offered or promised to pay, or authorized the payment, directly or indirectly, of anything of value to any Person employed or acting for or on behalf of any government official or employee or any political party or candidate for political office, for the purpose of inducing or rewarding any favorable action in any manner.", "references": ["Construction", "No Conflicts", "No Defaults", "Participations", "Duties", "Releases", "Severability", "Financial Statements", "Venues", "Consent To Jurisdiction", "Assigns", "Specific Performance", "Disclosures", "No Waivers", "Vacations", "Definitions", "Intellectual Property", "Compliance With Laws", "Insurances", "Vesting", "Confidentiality", "Brokers", "Waiver Of Jury Trials", "Organizations", "Further Assurances", "Entire Agreements", "Amendments", "Enforcements", "Governing Laws", "Employment", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Subject to Section \u00a02.11 , the parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and that, in the event of breach by any party, damages would not be an adequate remedy and each of the other parties shall be entitled to specific performance and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity. The parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.", "references": ["Payments", "Fees", "Terminations", "Erisa", "Applicable Laws", "Remedies", "Expenses", "No Defaults", "Warranties", "Solvency", "Assigns", "Effectiveness", "Taxes", "Defined Terms", "Indemnity", "Binding Effects", "Construction", "Powers", "General", "Representations", "Titles", "Anti-Corruption Laws", "Governing Laws", "Non-Disparagement", "Withholdings", "Waivers", "Enforceability", "Indemnifications", "Closings", "Jurisdictions", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The Company and the Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Transactions With Affiliates", "Use Of Proceeds", "No Conflicts", "Arbitration", "No Defaults", "Remedies", "General", "Non-Disparagement", "Interests", "Expenses", "Withholdings", "Books", "Effectiveness", "Financial Statements", "Further Assurances", "Enforceability", "Governing Laws", "Definitions", "Capitalization", "Approvals", "Warranties", "Entire Agreements", "Survival", "Headings", "Base Salary", "Cooperation", "Releases", "Brokers", "Indemnity", "Interpretations", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except with respect to the Existing Proceedings, there are no actions, suits, proceedings or Environmental Claims pending or, to the Knowledge of the Borrower, threatened against or affecting any Obligor (including any claims against their Property, at law, in equity or before any arbitrator or before or by any Governmental Authority) in respect of which there is a reasonable likelihood of a determination adverse to any Obligor and which, if determined adversely to such Obligor, would have a Material Adverse Effect and since the date hereof, there have been no material and adverse developments with respect to the Existing Proceedings that would reasonably be expected to have a Material Adverse Effect, in each case, except as has been disclosed by written notice from the Borrower to the Agent.", "references": ["Costs", "Modifications", "Records", "Assignments", "Submission To Jurisdiction", "Releases", "Agreements", "Authorizations", "Interpretations", "Brokers", "Payments", "Assigns", "Enforceability", "Interests", "Approvals", "Base Salary", "Disclosures", "Capitalization", "Use Of Proceeds", "Definitions", "No Waivers", "Venues", "Amendments", "Transactions With Affiliates", "Severability", "Indemnifications", "Forfeitures", "Taxes", "Consents", "Compliance With Laws", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.", "references": ["Disclosures", "Withholdings", "Vacations", "Notices", "Construction", "Solvency", "Interpretations", "Defined Terms", "Anti-Corruption Laws", "Participations", "Insurances", "Expenses", "Books", "Powers", "Headings", "Submission To Jurisdiction", "Tax Withholdings", "Existence", "Adjustments", "Waivers", "Non-Disparagement", "Costs", "Waiver Of Jury Trials", "Warranties", "Miscellaneous", "Releases", "Integration", "Effectiveness", "Transactions With Affiliates", "Capitalization", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Other than providing the compensation and benefits provided for in accordance with this Section\u00a07, the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives shall have no further obligation or liability to Executive or any other person under this Agreement. The payment of any amounts pursuant to this Section\u00a07 (other than payments required by law) is expressly conditioned upon the delivery by Executive to the Company of a release in a form to be provided by the Company of any and all claims Executive may have against the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives arising out of or related to Executive\u2019s employment by the Company and the termination of such employment. The Company shall provide such release to Executive not more than fifteen days after the Date of Termination.", "references": ["Compliance With Laws", "Jurisdictions", "Powers", "General", "Miscellaneous", "Costs", "Defined Terms", "Payments", "Base Salary", "Non-Disparagement", "Forfeitures", "Representations", "Indemnity", "Construction", "Existence", "Withholdings", "Financial Statements", "Consents", "Amendments", "Enforcements", "Employment", "Authority", "Applicable Laws", "Capitalization", "Entire Agreements", "Enforceability", "Publicity", "Sales", "Qualifications", "Closings", "Releases"], "gold": ["Releases"]}
+{"input": "The terms of this Section 13 shall survive termination of this Agreement and the withdrawal of, or Transfer of an Interest by, a Partner.", "references": ["Assigns", "Definitions", "General", "Interpretations", "Governing Laws", "Indemnifications", "Employment", "Financial Statements", "Payments", "Positions", "Duties", "Authorizations", "Effectiveness", "Terminations", "Miscellaneous", "Arbitration", "No Waivers", "Headings", "Releases", "Consent To Jurisdiction", "Qualifications", "Records", "Litigations", "Indemnity", "Transactions With Affiliates", "Integration", "Vacations", "Effective Dates", "Benefits", "Participations", "Survival"], "gold": ["Survival"]}
+{"input": "If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)\u00a0the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section\u00a09.9, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Issuing Lenders, the Euro Swingline Lender or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.", "references": ["Liens", "Organizations", "Modifications", "Existence", "General", "Applicable Laws", "Publicity", "Closings", "Terms", "Books", "Defined Terms", "Brokers", "Specific Performance", "Benefits", "Change In Control", "Enforcements", "Consent To Jurisdiction", "Assigns", "Participations", "Payments", "Confidentiality", "Anti-Corruption Laws", "Insurances", "Financial Statements", "Compliance With Laws", "Qualifications", "Solvency", "Titles", "Approvals", "Duties", "Severability"], "gold": ["Severability"]}
+{"input": "The Servicer has (i)\u00a0timely filed all tax returns (federal, state and local) required to be filed by it and (ii)\u00a0paid, or caused to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP or could not reasonably be expected to have a Material Adverse Effect.", "references": ["Governing Laws", "Liens", "Specific Performance", "Effectiveness", "Interpretations", "Withholdings", "Terminations", "Severability", "Modifications", "No Defaults", "Remedies", "Publicity", "Successors", "Indemnifications", "Erisa", "Existence", "Capitalization", "Approvals", "Records", "Adjustments", "Tax Withholdings", "Duties", "Construction", "Headings", "Disclosures", "Use Of Proceeds", "No Waivers", "Insurances", "Waivers", "Payments", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information that is not otherwise disclosed in the Registration Statement or the SEC Documents.\u00a0\u00a0\u00a0The Company understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company.\u00a0\u00a0All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, is true and correct in all material respects, and, when taken together with the SEC Documents, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole did not, as of their issue date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.\u00a0\u00a0The Company acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a03 hereof.", "references": ["Participations", "Binding Effects", "Approvals", "Representations", "Cooperation", "Integration", "Effectiveness", "Warranties", "Records", "Vacations", "Assigns", "Survival", "Change In Control", "Publicity", "Consents", "Further Assurances", "Forfeitures", "Non-Disparagement", "Solvency", "Compliance With Laws", "Employment", "Adjustments", "Venues", "Tax Withholdings", "Anti-Corruption Laws", "Erisa", "Effective Dates", "Severability", "Benefits", "Assignments", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "In the event that any provision in the Plan or this Agreement is held to be invalid, illegal or unenforceable or would disqualify the Plan or this Agreement under any law, the invalid, illegal or unenforceable provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or this Agreement, such provision shall be stricken as to the applicable jurisdiction or Shares, and the remainder of the Plan or this Agreement shall remain in full force and effect.", "references": ["Death", "Indemnifications", "Remedies", "Entire Agreements", "Expenses", "Cooperation", "Binding Effects", "Effective Dates", "Consents", "Records", "Vesting", "Successors", "Duties", "Confidentiality", "Subsidiaries", "Jurisdictions", "Tax Withholdings", "Financial Statements", "Transactions With Affiliates", "Terms", "Enforcements", "Intellectual Property", "Existence", "Submission To Jurisdiction", "Headings", "Effectiveness", "Terminations", "Benefits", "Sanctions", "Employment", "Severability"], "gold": ["Severability"]}
+{"input": "The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant\u2019s rights under any Option previously granted.\u00a0\u00a0Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section\u00a0424(h) of the Code.\u00a0\u00a0Subject to Section\u00a05.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent of Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section\u00a05.4 hereof for Options granted on the date the action is taken to reduce the Exercise Price; provided, further, that the Exercise Price will not be reduced below the par value of the Shares, if any.", "references": ["Applicable Laws", "Further Assurances", "No Waivers", "Headings", "Enforcements", "Waivers", "Representations", "Releases", "Change In Control", "Base Salary", "Adjustments", "Powers", "Tax Withholdings", "Financial Statements", "Transactions With Affiliates", "Terminations", "Enforceability", "Use Of Proceeds", "Death", "Jurisdictions", "Counterparts", "Sales", "Employment", "Vacations", "Duties", "Notices", "Assignments", "Costs", "Forfeitures", "Submission To Jurisdiction", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Grantor or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred.", "references": ["Disclosures", "No Waivers", "Subsidiaries", "Indemnifications", "Anti-Corruption Laws", "Authorizations", "Tax Withholdings", "Integration", "Powers", "Remedies", "Submission To Jurisdiction", "Erisa", "Survival", "General", "Financial Statements", "Use Of Proceeds", "Intellectual Property", "Headings", "Vesting", "Books", "Interpretations", "Confidentiality", "Modifications", "Effectiveness", "Releases", "Governing Laws", "Jurisdictions", "Counterparts", "Litigations", "Sales", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Each of the Parties hereto agrees to indemnify and hold harmless the other Party from any and all costs, losses, liabilities, claims and other expenses (including, without limitation, reasonable attorneys\u2019 fees) related to, or arising out of (i) the breach by such Party of any of the representations, warranties or covenants set forth herein, or (ii) the use at any time by such Party or its licensees of the Properties.", "references": ["Releases", "Miscellaneous", "Waiver Of Jury Trials", "Approvals", "Financial Statements", "Consents", "Binding Effects", "Authority", "No Waivers", "Titles", "Confidentiality", "No Conflicts", "Successors", "Qualifications", "Disability", "Assignments", "Applicable Laws", "Entire Agreements", "Indemnity", "Fees", "Definitions", "Litigations", "Death", "Participations", "Organizations", "Benefits", "Withholdings", "Remedies", "Payments", "Notices", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement, together with the other Secured Credit Documents and the Senior Lien Collateral Documents, represents the agreement of each of the Grantors, and the Senior Lien Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, the Applicable Authorized Representative, any or any other Senior Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents or the Senior Lien Collateral Documents.", "references": ["Forfeitures", "Base Salary", "Amendments", "Submission To Jurisdiction", "Erisa", "Organizations", "Notices", "Confidentiality", "Terms", "Venues", "Further Assurances", "No Waivers", "Participations", "Financial Statements", "Assignments", "Non-Disparagement", "Positions", "Disability", "Records", "Expenses", "Vacations", "Waivers", "Brokers", "Solvency", "Assigns", "Publicity", "Applicable Laws", "Defined Terms", "Sanctions", "Payments", "Integration"], "gold": ["Integration"]}
+{"input": "Seller hereby absolutely and irrevocably sells, assigns and transfers to Administrative Agent (on behalf of Purchasers) (ratably, according to each Purchaser Group\u2019s Purchaser Group Investment), upon the payment of the aggregate Purchase Price, effective on and as of the date of each Purchase and Reinvestment hereunder, all of its right, title and interest in, to and under all Pool Assets and Related Assets and all proceeds of any of the foregoing, whether currently owned or existing or thereafter arising, acquired or originated, or in which Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Assets and Related Assets existing as of the date of such Purchase but also all future Pool Assets and the Related Assets acquired by Seller from time to time as provided in Section 1.3 ). Administrative Agent\u2019s (on behalf of the Purchasers) right, title and interest in, to and under all such assets is herein called the \u201c Asset Interest \u201d.", "references": ["Applicable Laws", "Waiver Of Jury Trials", "Approvals", "Interpretations", "Headings", "Construction", "Authority", "Positions", "Erisa", "Capitalization", "Duties", "Releases", "Costs", "Consent To Jurisdiction", "Expenses", "Employment", "Confidentiality", "General", "Authorizations", "Fees", "Entire Agreements", "Assigns", "Subsidiaries", "Organizations", "Intellectual Property", "Venues", "Disclosures", "Existence", "Tax Withholdings", "Miscellaneous", "Sales"], "gold": ["Sales"]}
+{"input": "Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Recipient, such notices or communications shall be effectively delivered if hand delivered to Recipient at Recipient \u2019 s principal place of employment or if sent by certified mail, return receipt requested, to Recipient at the last address Recipient has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered if sent by certified mail, return receipt requested, to the Company at its principal executive offices.", "references": ["General", "Fees", "Venues", "Releases", "Effective Dates", "Entire Agreements", "Capitalization", "Assignments", "Integration", "No Defaults", "Disclosures", "Indemnity", "No Conflicts", "Waivers", "No Waivers", "Books", "Terminations", "Authority", "Expenses", "Anti-Corruption Laws", "Confidentiality", "Sanctions", "Change In Control", "Forfeitures", "Taxes", "Payments", "Solvency", "Publicity", "Benefits", "Non-Disparagement", "Notices"], "gold": ["Notices"]}
+{"input": "(a) (a) Except as set forth in Section\u00a02.08(c), the Borrowers shall make each payment hereunder and under the other Loan Documents, without any right of counterclaim or set-off, not later than 1:00 P.M. on the day when due in U.S. dollars to the Agent into the account specified by the Agent in writing from time to time in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees (i)\u00a0in the case of Term Loans, ratably (other than amounts payable pursuant to Section\u00a02.12, 2.15 or 9.04(c)) to the Term Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Term Lender to such Term Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement and , (ii)\u00a0in the case of Line of Credit Loans, to the applicable Line of Credit Lender(s) and (iii)\u00a0in the case of Alternative Tranche Line of Credit Loans, to the Alternative Tranche Line of Credit Lenders . Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section\u00a09.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.", "references": ["Vacations", "Organizations", "Assigns", "Positions", "Terms", "Miscellaneous", "Existence", "Death", "No Waivers", "Counterparts", "Insurances", "No Conflicts", "Submission To Jurisdiction", "Modifications", "Taxes", "Interests", "Brokers", "Terminations", "Publicity", "Titles", "Interpretations", "Disclosures", "Vesting", "Survival", "Sanctions", "Arbitration", "Intellectual Property", "Withholdings", "Waiver Of Jury Trials", "Participations", "Payments"], "gold": ["Payments"]}
+{"input": "The Company and each member of its ERISA Controlled Group have fulfilled their obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No such Person has (A) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (B) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code that is (1) in excess of $5,000,000 and (2) not discharged within 30 days of such failure to pay, or (C) incurred any liability, where the liability would result in a Material Adverse Effect, under Title IV of ERISA (other than a liability to the PBGC for premiums under Section 4007 of ERISA).", "references": ["Governing Laws", "Definitions", "Closings", "Cooperation", "Existence", "No Conflicts", "Arbitration", "Payments", "Indemnity", "Remedies", "Terminations", "Intellectual Property", "Waiver Of Jury Trials", "Powers", "Integration", "Non-Disparagement", "Applicable Laws", "Survival", "Confidentiality", "Binding Effects", "Approvals", "Publicity", "Notices", "Duties", "Death", "Use Of Proceeds", "Books", "Submission To Jurisdiction", "Severability", "Disability", "Erisa"], "gold": ["Erisa"]}
+{"input": "In addition to amounts payable as provided in Section 16.5, each Borrower hereby agrees to protect, indemnify, pay and save harmless Agent and any of Agent\u2019s Affiliates that have issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Agent or any of Agent\u2019s Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (a) the bad faith, gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction or (b) the wrongful dishonor by the Agent or any of Agent\u2019s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body (all such acts or omissions herein called \u201cGovernmental Acts\u201d).", "references": ["Vesting", "Interests", "Survival", "Definitions", "Titles", "Warranties", "Litigations", "Subsidiaries", "Applicable Laws", "Integration", "Specific Performance", "Publicity", "Authority", "Venues", "Waiver Of Jury Trials", "Base Salary", "Effective Dates", "Enforcements", "Agreements", "Releases", "Arbitration", "Waivers", "Sanctions", "Withholdings", "Adjustments", "Use Of Proceeds", "Further Assurances", "Qualifications", "Change In Control", "Submission To Jurisdiction", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "In consideration of the obligations undertaken by the Corporation herein, Executive will not, at any time during or after the Term, directly or indirectly, use for Executive\u2019s own benefit or any other party\u2019s benefit, or reveal, divulge or make known to any person, any information which is treated as confidential by the Corporation and not otherwise in the public domain. Confidential information shall not include information which was previously known by Executive, information which was given to Executive by any third party under no obligation of confidentiality, or information which Executive is required to disclose as a result of a governmental investigation or by a court order. Executive agrees that all materials or copies thereof containing confidential information of the Corporation in Executive\u2019s custody or possession will not, at any time, be removed from the Corporation\u2019s premises without the prior written consent of the Board. The parties hereto acknowledge that pursuant to 18 USC \u00a7 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The parties hereto further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.", "references": ["Anti-Corruption Laws", "Sanctions", "Agreements", "Duties", "Closings", "Assigns", "Headings", "Defined Terms", "Solvency", "Base Salary", "Sales", "Consent To Jurisdiction", "Costs", "Assignments", "Consents", "Representations", "No Defaults", "Indemnity", "Titles", "Integration", "General", "Cooperation", "Enforcements", "Disability", "Counterparts", "Definitions", "Survival", "Waiver Of Jury Trials", "Qualifications", "Severability", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement may not be amended or modified except by an instrument in writing signed by the Parties.", "references": ["Counterparts", "Miscellaneous", "Participations", "Interests", "Specific Performance", "Subsidiaries", "Defined Terms", "Change In Control", "Survival", "Vacations", "Integration", "Withholdings", "Intellectual Property", "Headings", "Authorizations", "Solvency", "Disclosures", "Forfeitures", "Agreements", "Indemnity", "Effective Dates", "Indemnifications", "Brokers", "Tax Withholdings", "Expenses", "Vesting", "Compliance With Laws", "Binding Effects", "Positions", "No Conflicts", "Amendments"], "gold": ["Amendments"]}
+{"input": "To the extent such financial statements are available, the Lenders shall have received satisfactory unaudited interim consolidated financial statements of Holdings and its Subsidiaries for each quarterly period ended subsequent to July\u00a01, 2018.", "references": ["Sanctions", "Notices", "Positions", "Change In Control", "Governing Laws", "Withholdings", "General", "Submission To Jurisdiction", "Subsidiaries", "Benefits", "Powers", "Consents", "Remedies", "Authority", "Capitalization", "Transactions With Affiliates", "Miscellaneous", "Fees", "Entire Agreements", "Defined Terms", "Interpretations", "Venues", "Binding Effects", "Participations", "Assignments", "Consent To Jurisdiction", "Non-Disparagement", "Employment", "Existence", "Amendments", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "No provision of this Agreement may be amended or modified except by a written instrument signed by the Parties to this Agreement. No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.", "references": ["Benefits", "Publicity", "Assigns", "Duties", "Books", "Participations", "Indemnity", "Withholdings", "No Defaults", "No Conflicts", "Closings", "Capitalization", "Erisa", "Use Of Proceeds", "Arbitration", "Forfeitures", "Authority", "Titles", "Financial Statements", "Interpretations", "Existence", "Survival", "Powers", "Defined Terms", "Non-Disparagement", "Construction", "Change In Control", "Successors", "Death", "Specific Performance", "Amendments"], "gold": ["Amendments"]}
+{"input": "This instrument is to be construed as a Commonwealth of Massachusetts contract and sets forth the entire agreement between the parties. This Agreement constitutes the entire agreement and final expression between parties for the matters covered herein. All prior writings or oral communications are merged herein and superseded hereby, whether or not the same purport to be an agreement of the parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may be canceled, modified or amended only by written instrument executed by both Seller and Purchaser. In any litigation or other dispute resolution regarding this Agreement or arising out of the transaction that is the subject of this Agreement, the prevailing party shall be paid all of its legal fees and related costs relating to such litigation or other dispute resolution.", "references": ["Vesting", "Solvency", "Fees", "Books", "Integration", "Death", "Compliance With Laws", "Submission To Jurisdiction", "General", "Forfeitures", "Tax Withholdings", "Litigations", "Definitions", "Sales", "Change In Control", "Indemnifications", "No Waivers", "Applicable Laws", "Effective Dates", "Interpretations", "Miscellaneous", "Anti-Corruption Laws", "Liens", "Use Of Proceeds", "Disclosures", "Jurisdictions", "Defined Terms", "Records", "Intellectual Property", "Benefits", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All payments by MAXWELL shall be made in US dollars without any set off, deduction or withholding of any kind, unless required by applicable law. Payment shall be made by direct transfer to the bank account stipulated by KAIFA. MAXWELL shall bear its own bank charges. Payment is due net 30 days after the invoice date. Blanket Purchase Orders will remain valid for three (3) months from the date of issuance. The local logistic cost for Consigned Electrode to and from KAIFA\u2019s factory once the Consigned Electrode has been delivered to KAIFA\u2019s Hong Kong Container terminal by Maxwell, for both receipt and delivery, is inclusive in the pricing and shall be borne by KAIFA supply chain management.", "references": ["Records", "Applicable Laws", "Further Assurances", "Taxes", "Death", "Subsidiaries", "Compliance With Laws", "Disclosures", "Waivers", "Survival", "Modifications", "Venues", "Indemnity", "Disability", "Assignments", "Successors", "Change In Control", "Notices", "Terminations", "Tax Withholdings", "Miscellaneous", "Confidentiality", "Submission To Jurisdiction", "Representations", "Capitalization", "Indemnifications", "Insurances", "Consent To Jurisdiction", "Publicity", "Specific Performance", "Terms"], "gold": ["Terms"]}
+{"input": "This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.", "references": ["Specific Performance", "Waiver Of Jury Trials", "Terminations", "Closings", "Interpretations", "Disclosures", "Disability", "Subsidiaries", "No Conflicts", "Organizations", "No Defaults", "Sanctions", "Solvency", "Sales", "Qualifications", "Binding Effects", "Fees", "Duties", "Survival", "Change In Control", "Amendments", "Non-Disparagement", "Modifications", "Applicable Laws", "Consents", "Remedies", "Vesting", "Indemnifications", "Financial Statements", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Sections 1 (\u201cDefinitions\u201d), 5 (\u201cTermination and Severance\u201d), 6 (\u201cRestrictive Covenants\u201d), 7 (\u201cInsurance and Indemnification\u201d), 8 (\u201cAgreement to Arbitrate\u201d) and 9 (\u201cGeneral Provisions\u201d) of this Agreement\u00a0shall survive termination of Executive\u2019s employment by the Company.", "references": ["Publicity", "Consent To Jurisdiction", "Counterparts", "Binding Effects", "Arbitration", "Tax Withholdings", "Assignments", "Modifications", "Forfeitures", "Specific Performance", "Waiver Of Jury Trials", "Change In Control", "Representations", "Sanctions", "Brokers", "Transactions With Affiliates", "No Conflicts", "Terminations", "Non-Disparagement", "Releases", "Liens", "Effective Dates", "Vesting", "Insurances", "Cooperation", "Financial Statements", "Positions", "Subsidiaries", "Compliance With Laws", "Anti-Corruption Laws", "Survival"], "gold": ["Survival"]}
+{"input": "To the best of the Company\u2019s knowledge, the Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of \u201coff the shelf\u201d or standard products.", "references": ["General", "Interpretations", "Positions", "Waiver Of Jury Trials", "Litigations", "Assignments", "Books", "Organizations", "Records", "Integration", "Adjustments", "Survival", "Enforcements", "Expenses", "Notices", "Definitions", "Venues", "Tax Withholdings", "Vacations", "Anti-Corruption Laws", "Existence", "No Conflicts", "Brokers", "Construction", "Indemnifications", "Applicable Laws", "Base Salary", "Cooperation", "Change In Control", "Use Of Proceeds", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Sixth Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.", "references": ["Binding Effects", "Solvency", "Adjustments", "Capitalization", "Titles", "Vacations", "Brokers", "Sanctions", "Construction", "Positions", "Participations", "Arbitration", "Compliance With Laws", "Headings", "Counterparts", "Records", "Amendments", "Terminations", "Indemnity", "Effective Dates", "Defined Terms", "Interests", "Non-Disparagement", "Submission To Jurisdiction", "Jurisdictions", "Severability", "Entire Agreements", "Withholdings", "Existence", "No Waivers", "Remedies"], "gold": ["Remedies"]}
+{"input": "Neither the Board nor the Compensation Committee, nor any member of either, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Compensation Committee shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage, judgment, settlement, or expense (including, without limitation, reasonable attorneys\u2019 fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors\u2019 and officers\u2019 liability insurance coverage which may be in effect from time to time.", "references": ["Indemnity", "Severability", "Insurances", "Books", "Terms", "Successors", "Erisa", "Positions", "Waiver Of Jury Trials", "Waivers", "Expenses", "Entire Agreements", "Submission To Jurisdiction", "Survival", "Organizations", "Specific Performance", "Confidentiality", "Brokers", "Participations", "Forfeitures", "General", "Interpretations", "Miscellaneous", "Consent To Jurisdiction", "Subsidiaries", "Counterparts", "Use Of Proceeds", "Modifications", "Withholdings", "Change In Control", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed a part of the Performance Share Award for construction or interpretation.", "references": ["Construction", "Applicable Laws", "Fees", "Records", "Integration", "Specific Performance", "Cooperation", "Defined Terms", "No Waivers", "Consent To Jurisdiction", "Terminations", "Organizations", "Warranties", "Further Assurances", "Subsidiaries", "Non-Disparagement", "Interpretations", "Enforceability", "Releases", "Qualifications", "Brokers", "Expenses", "Litigations", "Terms", "Publicity", "Miscellaneous", "Survival", "Duties", "Disclosures", "Severability", "Headings"], "gold": ["Headings"]}
+{"input": "In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limit in Sections\u00a03 and 5(a) of the Plan.", "references": ["General", "Taxes", "Waivers", "Duties", "Death", "Records", "Indemnifications", "Positions", "Terms", "Arbitration", "Authority", "Indemnity", "Compliance With Laws", "Non-Disparagement", "Payments", "Anti-Corruption Laws", "Effectiveness", "Insurances", "Modifications", "Closings", "Powers", "Tax Withholdings", "Financial Statements", "Transactions With Affiliates", "Representations", "Confidentiality", "Warranties", "Submission To Jurisdiction", "No Conflicts", "Assigns", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.", "references": ["Releases", "Expenses", "Sales", "Publicity", "Survival", "Specific Performance", "Authorizations", "Death", "Amendments", "Employment", "Withholdings", "Authority", "Use Of Proceeds", "Terminations", "Solvency", "Change In Control", "Interpretations", "Modifications", "Subsidiaries", "Tax Withholdings", "Consent To Jurisdiction", "Qualifications", "Representations", "Brokers", "Disability", "Effective Dates", "Compliance With Laws", "Binding Effects", "Further Assurances", "Waivers", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts located in New York, NY or in the federal courts located in New York, NY. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney\u2019s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Interpretations", "Specific Performance", "Terms", "Forfeitures", "Withholdings", "Assigns", "Headings", "Qualifications", "Adjustments", "Remedies", "Costs", "Fees", "Construction", "Authorizations", "Publicity", "Vacations", "Benefits", "Payments", "Use Of Proceeds", "Sanctions", "Interests", "Effectiveness", "Indemnity", "Enforcements", "Releases", "Tax Withholdings", "Cooperation", "Consents", "Death", "Powers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Option shall be vested and exercisable at such times, in such manner and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter.\u00a0 Except as otherwise specified by the Committee in the applicable Award Agreement, each Option may only be exercised to the extent that it has already vested at the time of exercise.\u00a0 Each Option shall be deemed to be exercised when written or electronic notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment pursuant to Section 6(b)(iv) for the Shares with respect to which the Award is exercised has been received by the Company.\u00a0 Exercise of each Option in any manner shall result in a decrease in the number of Shares that thereafter may be available for sale under the Option and in the number of Shares that may be available for purposes of the Plan by the number of Shares as to which the Option is exercised.\u00a0 The Committee may impose such conditions with respect to the exercise of each Option, including any conditions relating to the application of Federal, state or foreign securities laws, as it may deem necessary or advisable.", "references": ["Use Of Proceeds", "Authority", "Remedies", "Subsidiaries", "Assignments", "Vacations", "Litigations", "Withholdings", "Powers", "Notices", "Representations", "Titles", "Forfeitures", "Base Salary", "Sanctions", "Existence", "Solvency", "Headings", "Integration", "Transactions With Affiliates", "Sales", "Anti-Corruption Laws", "Records", "No Waivers", "Disclosures", "Employment", "Positions", "Erisa", "Taxes", "Consent To Jurisdiction", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which will together constitute one and the same instrument.", "references": ["Forfeitures", "Representations", "Definitions", "Use Of Proceeds", "Brokers", "Authority", "Existence", "Fees", "Warranties", "Death", "Financial Statements", "Consents", "Closings", "Effective Dates", "No Conflicts", "Expenses", "Notices", "Cooperation", "No Waivers", "Modifications", "Specific Performance", "Duties", "Successors", "Non-Disparagement", "Enforceability", "Interpretations", "Remedies", "Taxes", "Anti-Corruption Laws", "Solvency", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company may withhold and deduct from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social security taxes, as shall be required by applicable law. Employee acknowledges and represents that the Company has not provided any tax advice to Employee in connection with this Agreement and that Employee has been advised by the Company to seek tax advice from Employee\u2019s own tax advisors regarding this Agreement and payments that may be made, and the benefits to be provided, to Employee pursuant to this Agreement, including specifically, the application of the provisions of Section 409A of the Code to such payments.", "references": ["Enforcements", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Benefits", "Assignments", "Terminations", "Forfeitures", "Death", "Effective Dates", "Publicity", "Participations", "Assigns", "Disclosures", "Sales", "Litigations", "Vacations", "Indemnity", "Releases", "Terms", "Authorizations", "Representations", "Indemnifications", "Applicable Laws", "Warranties", "General", "Arbitration", "Interests", "Successors", "Venues", "Subsidiaries", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section\u00a010, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company\u2019s dividend policy) to which the Participant is entitled by reason of the Participant\u2019s ownership of Unvested Performance Shares shall be immediately subject to the Company Reacquisition Right and included in the terms \u201cPerformance Shares\u201d and \u201cUnvested Performance Shares\u201d for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Performance Shares immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Performance Shares following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.", "references": ["Jurisdictions", "Consents", "No Conflicts", "Specific Performance", "Fees", "Books", "Withholdings", "Positions", "Costs", "Brokers", "Transactions With Affiliates", "Insurances", "Remedies", "Death", "Venues", "Notices", "Submission To Jurisdiction", "Vesting", "Use Of Proceeds", "Anti-Corruption Laws", "Disability", "Erisa", "Terms", "Intellectual Property", "Titles", "Waiver Of Jury Trials", "Publicity", "Taxes", "Financial Statements", "Employment", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The Company and NETWORK 1 may from time to time supplement or amend this Placement Agent\u2019s Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and NETWORK 1 may deem necessary or desirable and that the Company and NETWORK 1 deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.", "references": ["Compliance With Laws", "No Waivers", "Non-Disparagement", "Interests", "General", "Consents", "Agreements", "Assignments", "Further Assurances", "Qualifications", "Use Of Proceeds", "No Conflicts", "Liens", "Terminations", "Consent To Jurisdiction", "Assigns", "Specific Performance", "Jurisdictions", "Taxes", "Brokers", "Governing Laws", "Releases", "Insurances", "Capitalization", "Successors", "Employment", "Death", "Entire Agreements", "Integration", "Tax Withholdings", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the \u201c Resignation Effective Date \u201d), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.", "references": ["Payments", "Governing Laws", "Fees", "Disclosures", "Insurances", "Sales", "Warranties", "Death", "Forfeitures", "Participations", "General", "Enforcements", "Qualifications", "Miscellaneous", "Vacations", "Base Salary", "Non-Disparagement", "Solvency", "Authority", "Effectiveness", "Specific Performance", "Effective Dates", "Brokers", "Tax Withholdings", "Expenses", "Enforceability", "Assigns", "Transactions With Affiliates", "Approvals", "Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "Each of the Parties hereby agrees that the Agreement is amended in part as hereinafter set forth.", "references": ["No Conflicts", "Consent To Jurisdiction", "Vacations", "Publicity", "No Waivers", "Waiver Of Jury Trials", "Enforcements", "Taxes", "Specific Performance", "Disability", "Withholdings", "Existence", "Change In Control", "Subsidiaries", "Effective Dates", "Binding Effects", "Indemnity", "Forfeitures", "Terminations", "Records", "Indemnifications", "Entire Agreements", "Sanctions", "Sales", "Anti-Corruption Laws", "Applicable Laws", "Notices", "Terms", "Liens", "Titles", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement shall inure to the benefit of and be binding upon WPX and its successors and assigns. WPX will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of WPX to assume expressly and agree to perform this Agreement in the same manner and to the same extent that WPX would be required to perform it if no such succession had taken place. Any successor to the business or assets of WPX which assumes or agrees to perform this Agreement by operation of law, contract, or otherwise shall be jointly and severally liable with WPX under this Agreement as if such successor were WPX.", "references": ["Construction", "Anti-Corruption Laws", "Subsidiaries", "Terminations", "Arbitration", "Brokers", "Applicable Laws", "Use Of Proceeds", "Positions", "Forfeitures", "Governing Laws", "Authority", "Payments", "Vesting", "Survival", "Sanctions", "Organizations", "Disclosures", "Enforcements", "Entire Agreements", "Publicity", "Participations", "Integration", "Defined Terms", "Indemnity", "Employment", "Qualifications", "Further Assurances", "Litigations", "Books", "Successors"], "gold": ["Successors"]}
+{"input": "Buyer recognizes that, due to Manufacturing Interruptions or Manufacturing Quota Restrictions, Noramco may produce less API in any given time period than anticipated, and that Noramco may, at its discretion, allocate its available supply of API among its customers, itself, and its Affiliates on such basis as Noramco deems fair and reasonable. Notwithstanding the above, Noramco shall (i) use commercially reasonable efforts to minimize interruptions in the supply of API to Buyer and (ii) use commercially reasonable efforts to coordinate with Buyer to mitigate against the consequences of any shortages related to Manufacturing Interruptions or Manufacturing Quota Restrictions.", "references": ["Notices", "Expenses", "Non-Disparagement", "Litigations", "Subsidiaries", "Benefits", "Transactions With Affiliates", "Records", "Warranties", "Vacations", "Assignments", "Authority", "Powers", "Miscellaneous", "Enforceability", "No Waivers", "Jurisdictions", "Titles", "Payments", "Vesting", "Insurances", "Authorizations", "Governing Laws", "Effectiveness", "Compliance With Laws", "Arbitration", "Entire Agreements", "Duties", "Assigns", "Change In Control", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Use the proceeds of any Advances in accordance with Section\u00a02.17 or any applicable Incremental Assumption Agreement, as applicable.", "references": ["Powers", "Authority", "Disability", "Venues", "Erisa", "Indemnifications", "Vesting", "Applicable Laws", "Authorizations", "Consent To Jurisdiction", "Effective Dates", "Successors", "Counterparts", "Capitalization", "Benefits", "Anti-Corruption Laws", "Notices", "Indemnity", "No Defaults", "No Conflicts", "Interpretations", "Death", "Sales", "Agreements", "Enforceability", "Releases", "Costs", "Defined Terms", "Effectiveness", "Miscellaneous", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent, for the account of the respective Lenders to which such payment is owed, at the Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Agent after 2:00 p.m. shall, at the option of the Agent, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day (other than with respect to payment of a LIBOR Rate Loan), and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Closings", "Financial Statements", "Agreements", "Representations", "Transactions With Affiliates", "Duties", "Assignments", "No Waivers", "Consents", "Assigns", "Governing Laws", "Costs", "Amendments", "Consent To Jurisdiction", "Payments", "Effectiveness", "Qualifications", "Enforceability", "Insurances", "Submission To Jurisdiction", "Disclosures", "Records", "Survival", "Waivers", "Expenses", "Forfeitures", "Indemnifications", "Withholdings", "No Defaults", "Notices", "General"], "gold": ["General"]}
+{"input": "Except as provided in Section 36.2, if any controversy arises between the parties hereto as to any of the provisions of this Lease or the performance thereof, and if the parties are unable to settle the controversy by agreement or as otherwise provided herein, the controversy shall be decided by arbitration. The arbitration shall be conducted by three arbitrators who shall be selected in accordance with the rules and procedures of the American Arbitration Association. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association in existence at the time of the subject dispute, but shall not include findings of facts and conclusions of law unless requested by either party. The decision of the arbitrators shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction. The decision shall set forth in writing the basis for the decision. In rendering the decision and award, the arbitrators shall not add to, subtract from or otherwise modify the provisions of this Lease. The expense of the arbitration shall be divided between Landlord and Tenant unless otherwise specified in the award. Each party in interest shall pay the fees and expenses of its own counsel. The arbitration shall be conducted in Baltimore, Maryland. In any arbitration, the parties shall be entitled to conduct discovery in the same manner as permitted under Federal Rules of Civil Procedure 26 through 37, as amended. No provision in this Article shall limit the right of any party to this Agreement to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during the pendency of any arbitration, and the exercise of such remedies does not constitute a waiver of the right of either party to arbitration.", "references": ["Fees", "No Waivers", "Waiver Of Jury Trials", "Litigations", "Terms", "Sales", "Transactions With Affiliates", "Closings", "Indemnity", "Integration", "Further Assurances", "Jurisdictions", "Liens", "Cooperation", "Costs", "Survival", "Non-Disparagement", "Insurances", "Enforceability", "Interests", "Employment", "Qualifications", "Amendments", "Taxes", "Releases", "Construction", "Submission To Jurisdiction", "Base Salary", "Titles", "Enforcements", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Participant shall become vested with respect to, and thereupon have a non-forfeitable right to, the shares of Stock underlying the Units granted pursuant to Section 2(a) on \u00abVesting_Date\u00bb, subject to possible Accelerated Vesting under Section 2(d) below, provided that , Participant shall have remained continuously in the employ of the Company (or any Participating Company) from the Effective Date through such vesting date (herein referred to as the \"Vesting Date\").", "references": ["General", "Costs", "Withholdings", "Books", "Arbitration", "Interpretations", "Subsidiaries", "Confidentiality", "Waivers", "Terms", "Consent To Jurisdiction", "Expenses", "Organizations", "Further Assurances", "Publicity", "Compliance With Laws", "Miscellaneous", "Non-Disparagement", "Participations", "Governing Laws", "Counterparts", "Warranties", "Modifications", "Survival", "Definitions", "Benefits", "Indemnifications", "Headings", "Successors", "Notices", "Vesting"], "gold": ["Vesting"]}
+{"input": "In the event that the Indebtedness shall have been paid in full and the obligations of the Lenders to extend credit to the Borrower under the Credit Agreement shall have terminated, the Administrative Agent, on behalf of the Lenders, shall discharge and release the Guarantor from all of its obligations under this Guaranty. Upon any such release and discharge, the Administrative Agent, on behalf of the Lenders, will execute and deliver to the Guarantor such documents as their guarantors shall reasonably request to evidence such discharge and release.", "references": ["Base Salary", "Participations", "Enforcements", "Effectiveness", "Non-Disparagement", "Agreements", "Effective Dates", "Costs", "Disability", "Terms", "Change In Control", "Closings", "Definitions", "No Defaults", "Tax Withholdings", "Payments", "Consent To Jurisdiction", "Positions", "Remedies", "Organizations", "Jurisdictions", "Enforceability", "Financial Statements", "Representations", "Authorizations", "Waiver Of Jury Trials", "Disclosures", "Interpretations", "Amendments", "No Conflicts", "Releases"], "gold": ["Releases"]}
+{"input": "Upon the termination of any Management Holder\u2019s employment or engagement with the Company and its Subsidiaries for any reason (whether by the Management Holder or the Company or one of its Subsidiaries and whether with or without Cause) (a \u201c Termination \u201d) and in the event that an Additional Repurchase Event occurs, the Company, GPP and Orgenesis will have the option to repurchase all or any portion of the Management Holder Securities held by such Management Holder (whether held by the Management Holder or one or more of its, his or her Permitted Transferees) (\u201c Management Holder Securities \u201d) pursuant to the terms and conditions set forth in this Section 3.6 .", "references": ["Tax Withholdings", "Sales", "Enforceability", "Jurisdictions", "Sanctions", "Integration", "Warranties", "Enforcements", "Brokers", "Interests", "Change In Control", "Binding Effects", "Terminations", "Liens", "Capitalization", "Disclosures", "Use Of Proceeds", "Vacations", "Counterparts", "Waivers", "Death", "Confidentiality", "Benefits", "Headings", "Approvals", "Indemnity", "No Waivers", "Withholdings", "Closings", "Intellectual Property", "General"], "gold": ["General"]}
+{"input": "During the entire employment period, and for a period of not less than five years after termination of the Executive's employment, the Company shall maintain, and pay all applicable premiums for, directors' and officers' liability insurance, of which the Executive shall be an insured, which shall provide full coverage for the defense and indemnification of the Executive, to the fullest extent permitted by applicable law.", "references": ["Anti-Corruption Laws", "Publicity", "Specific Performance", "Jurisdictions", "Financial Statements", "Titles", "Releases", "Vesting", "Representations", "Effectiveness", "Death", "Closings", "Assignments", "Intellectual Property", "Disclosures", "Modifications", "Participations", "Tax Withholdings", "Liens", "General", "Authorizations", "Submission To Jurisdiction", "Use Of Proceeds", "Brokers", "Indemnifications", "Counterparts", "Approvals", "Further Assurances", "Records", "Solvency", "Insurances"], "gold": ["Insurances"]}
+{"input": "No right, power or remedy conferred to any party in this Agreement or the other Loan Documents, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power or remedy shall, to the full extent permitted by Legal Requirement, be cumulative and in addition to every other such right, power or remedy that the parties may otherwise have. No course of dealing and no delay in exercising any right, power, or remedy conferred to any party in this Agreement or the other Loan Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. No notice to or demand upon any party shall entitle such party to similar notices or demands in the future.", "references": ["Notices", "Cooperation", "Forfeitures", "Liens", "Closings", "Intellectual Property", "Transactions With Affiliates", "Indemnity", "Tax Withholdings", "Death", "Existence", "Headings", "Indemnifications", "Survival", "Remedies", "Consents", "Insurances", "Construction", "Disclosures", "Submission To Jurisdiction", "Counterparts", "Fees", "Terms", "Powers", "Modifications", "Records", "Change In Control", "Specific Performance", "No Conflicts", "Benefits", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Subject to Section 5(b) , in the event that the Participant\u2019s Employment with the Company is terminated, any unvested RSUs (including, for the avoidance of doubt, unvested TRSUs, unearned PRSUs, earned but unvested PRSUs, unearned and not-yet-granted OPRSUs and earned but unvested OPRSUs) and any associated Dividend Equivalent Amount shall be forfeited automatically and without further action as of the Termination Date.", "references": ["Authority", "Defined Terms", "Vesting", "Disclosures", "Severability", "Qualifications", "Further Assurances", "Agreements", "Vacations", "Transactions With Affiliates", "Jurisdictions", "Liens", "Change In Control", "Solvency", "Taxes", "Headings", "Interests", "Authorizations", "No Defaults", "Assigns", "Terminations", "Publicity", "Use Of Proceeds", "Warranties", "Successors", "Employment", "Counterparts", "No Conflicts", "Intellectual Property", "Withholdings", "General"], "gold": ["General"]}
+{"input": "All representations and warranties made by the Parties in this Agreement or in any certificate, schedule, statement, document or instrument furnished hereunder or in connection with negotiation, execution and performance of this Agreement shall survive the Closing for a period of nine (9) months, except with respect to (i) occurrences of actual fraud and (ii) the representations and warranties contained in Sections 3.1(a) , 3.1(b) , 3.1(h) , 3.2(a) , 3.2(b) , 3.2(d) , 3.2(e) , 3.2(f) and 3.2(g) (collectively, the \u201c Fundamental Representations \u201d), which shall survive Closing indefinitely.", "references": ["Successors", "Taxes", "Use Of Proceeds", "Definitions", "Closings", "Construction", "Amendments", "Assigns", "No Defaults", "Indemnifications", "Remedies", "Waivers", "Indemnity", "Further Assurances", "Transactions With Affiliates", "Brokers", "Agreements", "Authority", "Benefits", "Confidentiality", "Applicable Laws", "Assignments", "Records", "Payments", "Consents", "Arbitration", "Litigations", "Change In Control", "Notices", "Modifications", "Warranties"], "gold": ["Warranties"]}
+{"input": "(i) Keep all its property useful and necessary in its business in good working order and condition (ordinary wear and tear excepted); (ii) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability and product liability) as are usually insured against in the same general area by companies engaged in the same or a similar business, which insurance shall name the Collateral Agent for the ratable benefit of the Secured Parties as lender loss payee, in the case of property insurance, as an additional insured, in the case of liability insurance, and with respect to any Mortgaged Property as and when the related Mortgage and Security Agreement is required to be delivered under the Loan Documents, to the extent available, recipient of a mortgagee endorsement, in the case of environmental liability insurance, as its interests may appear; (iii)\u00a0furnish to the Agents (for distribution to the Lenders pursuant to Section \u00a011.2(d)) , upon request, full information as to the insurance carried, evidence of the underlying policy, the related cover note and all addenda thereto; and (iv)\u00a0promptly pay all insurance premiums.", "references": ["Costs", "Sales", "Remedies", "Releases", "Taxes", "Warranties", "Successors", "Organizations", "Counterparts", "Base Salary", "Specific Performance", "Vesting", "Forfeitures", "Capitalization", "Waivers", "Approvals", "Terminations", "Vacations", "Subsidiaries", "Construction", "Survival", "Use Of Proceeds", "Venues", "Further Assurances", "Erisa", "Transactions With Affiliates", "Authorizations", "Employment", "Records", "Severability", "Insurances"], "gold": ["Insurances"]}
+{"input": "If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.", "references": ["General", "Vesting", "Books", "Agreements", "Amendments", "Assignments", "Use Of Proceeds", "Costs", "Forfeitures", "Capitalization", "Confidentiality", "Payments", "Terms", "Construction", "Arbitration", "Anti-Corruption Laws", "Releases", "Definitions", "Positions", "Successors", "Non-Disparagement", "Financial Statements", "Authority", "Authorizations", "Change In Control", "Disclosures", "Assigns", "Modifications", "Entire Agreements", "Consent To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "Assignor irrevocably and forever SELLS, TRANSFERS, ASSIGNS, CONVEYS AND DELIVERS to Assignee, its successors and assigns, and Assignee PURCHASES, ASSUMES AND ACCEPTS, Assignor\u2019s entire right, title and interest in and to the Acquired Interests, free and clear of all Liens (other than restrictions under applicable federal and state securities Laws).", "references": ["Anti-Corruption Laws", "Warranties", "Records", "No Defaults", "Consents", "Erisa", "Transactions With Affiliates", "Use Of Proceeds", "Payments", "Organizations", "Modifications", "Approvals", "Enforcements", "Cooperation", "Survival", "Governing Laws", "Binding Effects", "Effectiveness", "Forfeitures", "Applicable Laws", "Terms", "Releases", "Specific Performance", "Defined Terms", "Jurisdictions", "Qualifications", "Powers", "Disability", "Litigations", "Capitalization", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each Participant waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with the Plan.", "references": ["Participations", "Solvency", "Submission To Jurisdiction", "No Defaults", "Releases", "Positions", "Withholdings", "Sales", "Interests", "Change In Control", "Construction", "Financial Statements", "Further Assurances", "Integration", "Brokers", "Vacations", "Vesting", "Terminations", "Consent To Jurisdiction", "Publicity", "Definitions", "Jurisdictions", "Benefits", "Binding Effects", "Assigns", "Effective Dates", "Agreements", "Organizations", "Subsidiaries", "No Waivers", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if (i)\u00a0such approval is necessary to comply with any regulatory requirement applicable to the Plan (including as necessary to comply with any rule or regulation of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for any change in GAAP, (ii)\u00a0it would increase the number of securities that may be issued under the Plan (except for increases pursuant to Section\u00a05 or 12 of the Plan), or (iii)\u00a0it would materially modify the requirements for participation in the Plan; provided , further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section\u00a013(b) of the Plan without stockholder approval.", "references": ["Base Salary", "Solvency", "Venues", "Taxes", "Jurisdictions", "Remedies", "Confidentiality", "Payments", "No Conflicts", "Successors", "Change In Control", "Sales", "Publicity", "Terms", "Construction", "Closings", "Approvals", "Miscellaneous", "Effective Dates", "Survival", "Applicable Laws", "General", "Specific Performance", "Severability", "Titles", "Benefits", "Organizations", "Tax Withholdings", "Consents", "Definitions", "Amendments"], "gold": ["Amendments"]}
+{"input": "In addition to other remedies provided by law or equity, the Parties agree that in the event of any breach or threatened breach of this Agreement, Company may obtain interim or other injunctive relief, in addition to any other remedies available, without the need to post a bond. Grantee further agrees that any breach of this Agreement would result in irreparable harm to Company entitling Company to an injunction prohibiting further breaches of these Paragraphs. The Parties agree that in the event Grantee breaches this Agreement, Grantee shall pay the Company\u2019s reasonable attorney\u2019s fees and costs arising out of any litigation resulting from Grantee\u2019s breach.", "references": ["Warranties", "Binding Effects", "Brokers", "Financial Statements", "Approvals", "Representations", "Terminations", "No Conflicts", "No Waivers", "Severability", "No Defaults", "Existence", "Books", "Sanctions", "Indemnity", "Assigns", "Organizations", "Publicity", "Payments", "Enforceability", "Closings", "Cooperation", "Consent To Jurisdiction", "Vacations", "Confidentiality", "Qualifications", "Liens", "Erisa", "Sales", "Transactions With Affiliates", "Remedies"], "gold": ["Remedies"]}
+{"input": "If Incyte wishes to substitute any Initial Research Target, Definitive Research Target or Extended Research Target with an Original Target, then Incyte shall propose such substitution by written notice to (i) the Gatekeeper, designating each of the applicable Program Targets by their ENSEMBL ID and name and (ii) Syros, informing Syros that the notice in clause (i) has been submitted to the Gatekeeper.\u00a0 If Incyte submits such notice to Syros [**], then Incyte shall include in such notice to Syros (A) the ENSEMBL ID and name of the applicable Original Target and (B) a biological rationale sufficient to demonstrate that such Original Target is directly relevant to an Indication in the MPN Field (the \u201c Nexus \u201d), which Nexus must be demonstrated by [**].", "references": ["Indemnifications", "Assigns", "Use Of Proceeds", "Compliance With Laws", "Vesting", "Successors", "Consents", "Effective Dates", "Liens", "Applicable Laws", "Construction", "Erisa", "Survival", "Qualifications", "Transactions With Affiliates", "Participations", "Integration", "Remedies", "Solvency", "Warranties", "Employment", "Authority", "Modifications", "Financial Statements", "Fees", "Assignments", "Venues", "Costs", "Waiver Of Jury Trials", "Records", "Notices"], "gold": ["Notices"]}
+{"input": "If Participant breaches any provision of Section 6A hereof, the Option, whether vested or unvested, shall be immediately forfeited and cancelled for nil consideration and the Participant shall immediately return to the Company the Shares previously received upon exercise of any vested Option or the pre-tax income derived from any disposition of the Shares previously received upon exercise of the Option. Participant hereby further consents and agrees that in the event of breach or threatened breach by Participant of any provision of Section A hereof, the Company shall be entitled to (a) temporary and preliminary and permanent injunctive relief and without the posting any bond or other security, (b) damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, (c) recovery of all attorney's fees and costs incurred by the Company in obtaining such relief, (d) cessation and repayment of any severance benefits paid to Participant pursuant to any agreement with the Company, including any employment agreement, severance benefit agreement, plan or program of the Company, and (e) any other legal and equitable relief to which it may be entitled, including any and all monetary damages which the Company may incur as a result of said breach or threatened breach. The Company may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. For the avoidance of doubt, a Participant exercising any of his or her rights under the DTSA shall not be considered a breach of Section 6A hereof.", "references": ["Death", "Closings", "Expenses", "Taxes", "Defined Terms", "Releases", "Base Salary", "Construction", "Definitions", "General", "Vesting", "Payments", "Arbitration", "Representations", "Interests", "Severability", "Sales", "Approvals", "Liens", "Interpretations", "Indemnity", "Binding Effects", "Subsidiaries", "Tax Withholdings", "Authorizations", "Enforceability", "Miscellaneous", "Disability", "Indemnifications", "Titles", "Remedies"], "gold": ["Remedies"]}
+{"input": "The parties hereby agree, from time to time, as and when reasonably requested by any other party hereto, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements, including secretary\u2019s certificates, stock powers and irrevocable transfer agent instructions, and to take or cause to be taken such further or other action, as any party may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Agreement.", "references": ["Disability", "Anti-Corruption Laws", "Vacations", "Payments", "Applicable Laws", "Consent To Jurisdiction", "Financial Statements", "Non-Disparagement", "Subsidiaries", "Construction", "Fees", "Counterparts", "Entire Agreements", "Death", "Powers", "Benefits", "Brokers", "Capitalization", "Releases", "General", "Tax Withholdings", "Remedies", "Terms", "Books", "Jurisdictions", "Sales", "Warranties", "Transactions With Affiliates", "Withholdings", "Taxes", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement shall not be assignable by either Party to any Third Party hereto without the written consent of the other Party hereto; provided that, either Party may assign this Agreement without the other Party\u2019s consent to an entity that acquires, directly or indirectly, control of such Party through a Change of Control transaction, provided that such entity agrees in writing to be bound by the terms and conditions of this Agreement. If any assignment would result in withholding or other similar taxes becoming due on payments from the assigning Party (or its assignee/transferee) to the other Party under this Agreement, the assigning Party (or its assignee/transferee) shall be responsible for all such taxes resulting from such assignment, and the amount of such taxes shall not be withheld or otherwise deducted from any amounts payable to other Party. No assignment and transfer shall be valid and effective unless and until the assignee/transferee agrees in writing to be bound by the provisions of this Agreement. The terms and conditions shall be binding on and inure to the benefit of the permitted successors and assigns of the Parties.", "references": ["Fees", "Records", "Titles", "No Waivers", "Withholdings", "No Defaults", "Death", "Agreements", "Brokers", "Sales", "Effective Dates", "Amendments", "Closings", "Publicity", "Costs", "Sanctions", "General", "Consent To Jurisdiction", "Intellectual Property", "Taxes", "Payments", "Terms", "Effectiveness", "Venues", "Cooperation", "Further Assurances", "Existence", "Duties", "Enforcements", "Qualifications", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each Credit Party has filed or caused to be filed all federal, state, local and foreign tax returns which are required to be filed with any Governmental Authority after giving effect to applicable extensions, and has paid or has caused to be paid all taxes as shown on said returns or on any assessment received by them in writing, to the extent that such taxes have become due, except in any case in which the failure to so pay or file would not, individually or in the aggregate, have a Material Adverse Effect.", "references": ["Indemnifications", "Anti-Corruption Laws", "Indemnity", "Forfeitures", "Applicable Laws", "Vesting", "Powers", "Tax Withholdings", "Litigations", "Approvals", "Closings", "Counterparts", "Non-Disparagement", "Consents", "Books", "Payments", "Records", "Solvency", "Insurances", "Arbitration", "Defined Terms", "Amendments", "Cooperation", "Warranties", "Disclosures", "No Waivers", "Base Salary", "Use Of Proceeds", "Benefits", "Submission To Jurisdiction", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each Granting Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Security Collateral are insufficient to pay in full, the Loans, Reimbursement Obligations constituting Obligations of such Granting Party and, to the extent then due and owing, all other Obligations of such Granting Party and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.", "references": ["Litigations", "Amendments", "Employment", "Powers", "Costs", "Submission To Jurisdiction", "Confidentiality", "Arbitration", "Interpretations", "Payments", "Binding Effects", "Non-Disparagement", "Integration", "Sales", "Definitions", "Death", "Organizations", "Further Assurances", "Fees", "Terminations", "Disability", "Assignments", "Cooperation", "Venues", "Transactions With Affiliates", "Applicable Laws", "Jurisdictions", "Consents", "Adjustments", "No Defaults", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement is and, upon issuance and delivery thereof in accordance with this Agreement, each Note will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.", "references": ["Disclosures", "Specific Performance", "Withholdings", "Compliance With Laws", "Employment", "Effectiveness", "Counterparts", "Consent To Jurisdiction", "Capitalization", "Publicity", "Governing Laws", "Cooperation", "No Defaults", "Solvency", "Anti-Corruption Laws", "Modifications", "Terms", "Financial Statements", "Enforcements", "Brokers", "Taxes", "Insurances", "Effective Dates", "Submission To Jurisdiction", "Miscellaneous", "Indemnity", "Construction", "Transactions With Affiliates", "Headings", "Death", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement was prepared in the English language, which language shall govern the interpretation of, and any Dispute regarding, the terms of this Agreement.\u00a0\u00a0This Agreement and all Disputes arising out of or related to this Agreement or any breach hereof shall be governed by and construed under the laws of the State of New York, without giving effect to any choice of law principles that would require the application of the laws of a different state.", "references": ["Change In Control", "Fees", "Modifications", "Confidentiality", "Powers", "Interpretations", "Severability", "Construction", "Terminations", "Organizations", "Successors", "Disclosures", "Entire Agreements", "Subsidiaries", "Enforceability", "Approvals", "Integration", "Applicable Laws", "Binding Effects", "Disability", "Amendments", "Litigations", "Remedies", "Submission To Jurisdiction", "Transactions With Affiliates", "Records", "Withholdings", "Vesting", "Adjustments", "Participations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "There is currently a legal suit going on in Talk Focus, whereby Talk Focus is the plaintiff pursuing compensation from another company in the Malaysian Court on grounds of Breach of Contract.", "references": ["Authority", "Intellectual Property", "Defined Terms", "Employment", "No Conflicts", "Effective Dates", "Payments", "Adjustments", "Representations", "Agreements", "Disability", "Records", "Enforceability", "Terms", "Fees", "Cooperation", "Miscellaneous", "Interpretations", "Taxes", "Positions", "Disclosures", "Sanctions", "Indemnity", "Participations", "Authorizations", "Modifications", "No Waivers", "Successors", "Assigns", "Waivers", "Litigations"], "gold": ["Litigations"]}
+{"input": "Set Aside .\u00a0\u00a0To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a)\u00a0to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b)\u00a0each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate.", "references": ["Effectiveness", "Duties", "Adjustments", "Interpretations", "Further Assurances", "Venues", "Terminations", "Effective Dates", "Modifications", "Enforcements", "No Conflicts", "Cooperation", "Withholdings", "Use Of Proceeds", "Representations", "Anti-Corruption Laws", "Change In Control", "Arbitration", "Remedies", "Costs", "Litigations", "No Waivers", "Survival", "Fees", "Counterparts", "Closings", "Integration", "Powers", "Miscellaneous", "Authorizations", "Payments"], "gold": ["Payments"]}
+{"input": "The Term of this Agreement shall begin as of the Effective Date and it shall continue through December 31, 2018 at which time it will terminate unless extended pursuant to this paragraph, and Executive will relinquish his seat on the Board of Directors of PHH Corporation at the expiration of the Term of this Agreement. The Term of this Agreement shall be subject to extension by mutual written agreement of the Parties, for a period of any length as they may mutually agree, in which case the Term will continue through the end of such extension. Notwithstanding the foregoing, the Term of this Agreement shall be terminated before the date it would otherwise expire if this Agreement is terminated pursuant to Section 3(b) hereof.", "references": ["Organizations", "Duties", "Arbitration", "Benefits", "Closings", "Miscellaneous", "Approvals", "Costs", "Brokers", "Liens", "Warranties", "Successors", "Transactions With Affiliates", "Remedies", "Payments", "Representations", "Authorizations", "Modifications", "Vesting", "Change In Control", "Erisa", "Terminations", "Records", "Enforcements", "Non-Disparagement", "Consent To Jurisdiction", "Participations", "Anti-Corruption Laws", "Venues", "Survival", "Terms"], "gold": ["Terms"]}
+{"input": "All obligations of the Company under the Plan with respect to Contributions made hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.", "references": ["Enforceability", "Amendments", "Subsidiaries", "Assigns", "Transactions With Affiliates", "Enforcements", "Applicable Laws", "Capitalization", "Cooperation", "Anti-Corruption Laws", "Authority", "Vacations", "Further Assurances", "Entire Agreements", "Effective Dates", "Indemnity", "Defined Terms", "No Waivers", "Change In Control", "Arbitration", "Duties", "Powers", "Specific Performance", "Benefits", "Titles", "Confidentiality", "Indemnifications", "Binding Effects", "Terms", "Books", "Successors"], "gold": ["Successors"]}
+{"input": "Neither the Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.\u00a0 There is (i) no unfair labor practice complaint pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, (iii) no union representation question exists with respect to the employees of the Borrower or any of its Subsidiaries, (iv) no equal employment opportunity charges or other claims of employment discrimination are pending or, to the Borrower\u2019s knowledge, threatened against the Borrower or any of its Subsidiaries, and (v) no wage and hour department investigation has been made of the Borrower or any of its Subsidiaries, except (with respect to any matter specified in clauses (i) through (v) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect.", "references": ["General", "Consent To Jurisdiction", "Agreements", "Remedies", "Withholdings", "Definitions", "Enforceability", "Subsidiaries", "Transactions With Affiliates", "Base Salary", "No Defaults", "Disclosures", "Death", "Notices", "Entire Agreements", "Consents", "Interpretations", "Representations", "Terminations", "Cooperation", "Disability", "Litigations", "Tax Withholdings", "Sanctions", "Expenses", "Modifications", "Titles", "Governing Laws", "Successors", "Brokers", "Employment"], "gold": ["Employment"]}
+{"input": "Except for the Employment Agreement effective as of January 1, 2018 (the \u201cEmployment Agreement\u201d) and the Redemption Agreement (collectively, the \u201cAdditional Agreements\u201d) and Employee\u2019s stock option award agreements: (a) this Agreement contains the entire understanding of the Parties and supersedes all previous verbal and written agreements; and (b) there are no other agreements, representations or warranties not referenced or set forth in this Agreement. This Agreement shall only be altered, modified, or amended in writing signed by the Parties. In the event of a conflict between this Agreement and the Redemption Agreement, the terms of this Agreement shall govern. The Parties agree that the execution of the Additional Agreements are among the conditions precedent to the Parties\u2019 agreeing to enter into this Agreement.", "references": ["Severability", "Withholdings", "Survival", "Publicity", "Waiver Of Jury Trials", "Consents", "Confidentiality", "Erisa", "Disclosures", "Enforceability", "Headings", "Fees", "Submission To Jurisdiction", "Modifications", "Assignments", "Counterparts", "Base Salary", "Liens", "Defined Terms", "Releases", "Death", "Insurances", "Specific Performance", "Enforcements", "Anti-Corruption Laws", "Interpretations", "Jurisdictions", "Intellectual Property", "Warranties", "Existence", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be amended or modified by written agreement executed by each of the parties hereto.", "references": ["Closings", "Waiver Of Jury Trials", "Organizations", "Definitions", "Effective Dates", "General", "Further Assurances", "Use Of Proceeds", "Terms", "Headings", "Benefits", "Agreements", "Modifications", "Miscellaneous", "Adjustments", "Powers", "Consents", "Interpretations", "Taxes", "Fees", "Severability", "Enforcements", "Litigations", "Books", "Withholdings", "Terminations", "Expenses", "Participations", "Applicable Laws", "Specific Performance", "Amendments"], "gold": ["Amendments"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to enjoin or restrain the execution or delivery of this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as disclosed in the SEC Reports as of the date hereof, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.", "references": ["Miscellaneous", "Amendments", "Adjustments", "Survival", "Books", "Arbitration", "Authorizations", "Subsidiaries", "Brokers", "Base Salary", "No Waivers", "Taxes", "Vesting", "Payments", "Remedies", "Assignments", "Integration", "Indemnifications", "Vacations", "Non-Disparagement", "Sales", "Sanctions", "Duties", "Assigns", "Disability", "Defined Terms", "Disclosures", "Intellectual Property", "Authority", "Waivers", "Litigations"], "gold": ["Litigations"]}
+{"input": "Tenant\u2019s contractors shall obtain and provide to Landlord certificates evidencing workers\u2019 compensation, public liability, and property damage insurance in amounts and forms and with companies reasonably satisfactory to Landlord.", "references": ["Titles", "Liens", "Disclosures", "Participations", "Consent To Jurisdiction", "Brokers", "Non-Disparagement", "Interests", "Assignments", "Compliance With Laws", "Jurisdictions", "Counterparts", "Defined Terms", "Representations", "No Conflicts", "Organizations", "Indemnifications", "Books", "Cooperation", "Tax Withholdings", "Releases", "Vacations", "Indemnity", "Powers", "Severability", "Notices", "Definitions", "Venues", "Enforcements", "Qualifications", "Insurances"], "gold": ["Insurances"]}
+{"input": "The interest rate per annum payable, in cash or PIK, in respect of such New Third Lien Notes shall be determined, but any cash interest payments shall not exceed the amount available under the Permitted Payments basket described above.", "references": ["Releases", "Cooperation", "Warranties", "Terms", "Effective Dates", "Indemnifications", "Organizations", "Capitalization", "Defined Terms", "Litigations", "Base Salary", "No Defaults", "Consents", "Tax Withholdings", "Applicable Laws", "Headings", "Solvency", "Miscellaneous", "Confidentiality", "Titles", "Forfeitures", "Enforceability", "Remedies", "Intellectual Property", "Assigns", "Terminations", "No Waivers", "Qualifications", "Insurances", "Death", "Interests"], "gold": ["Interests"]}
+{"input": "Loans (other than as set forth in the next two succeeding provisos) shall bear interest at a rate per annum equal to LIBOR plus the Applicable Margin until repaid; provided that (x) Loans made pursuant to an Expedited Borrowing Request that have not been refinanced with a LIBOR-based Loan and (y) any Loan with respect to which LIBOR cannot be determined, shall bear interest at a rate per annum equal to the Reference Rate plus the Applicable Margin; provided , further that upon the occurrence and during the continuance of an Event of Default, the Loans shall bear interest at a rate per annum equal to LIBOR or the Reference Rate, as applicable, plus the Applicable Margin plus 2.00%. Interest shall be calculated daily on the basis of a year of 360 days and actual days elapsed. Interest shall accrue on each Loan through but excluding the date of payment.", "references": ["Enforceability", "Indemnifications", "Definitions", "Fees", "Applicable Laws", "Erisa", "Withholdings", "Litigations", "Expenses", "Solvency", "Further Assurances", "Consent To Jurisdiction", "Indemnity", "Severability", "Waivers", "Publicity", "Adjustments", "Arbitration", "General", "Capitalization", "Remedies", "Modifications", "Authority", "Compliance With Laws", "Powers", "Terms", "Vacations", "Submission To Jurisdiction", "Confidentiality", "Defined Terms", "Interests"], "gold": ["Interests"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CONNECTICUT. EACH OF BORROWER, COLLATERAL AGENT AND LENDER HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CONNECTICUT. BORROWER, COLLATERAL AGENT AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.", "references": ["Assigns", "Existence", "Duties", "Submission To Jurisdiction", "Confidentiality", "Costs", "Arbitration", "Binding Effects", "Capitalization", "Sales", "Publicity", "No Conflicts", "Vesting", "Change In Control", "Consent To Jurisdiction", "Sanctions", "Anti-Corruption Laws", "Solvency", "Base Salary", "Titles", "Interpretations", "Notices", "Definitions", "Insurances", "Authority", "Counterparts", "Enforceability", "Closings", "Powers", "Miscellaneous", "Venues"], "gold": ["Venues"]}
+{"input": "It has filed all federal income tax returns and all other material tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except (i) for any such taxes or assessments, if any, that are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided, or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No tax lien has been filed, and, to the actual knowledge of the Servicer, no claim is being asserted, with respect to any such tax or assessment.", "references": ["Interests", "Qualifications", "Remedies", "Entire Agreements", "Consent To Jurisdiction", "Agreements", "Effectiveness", "Adjustments", "Enforceability", "Arbitration", "Binding Effects", "Capitalization", "Representations", "Indemnity", "Definitions", "Duties", "Governing Laws", "Powers", "Submission To Jurisdiction", "Organizations", "Sales", "Headings", "Costs", "Enforcements", "Erisa", "No Waivers", "Cooperation", "Assigns", "No Defaults", "Waivers", "Payments"], "gold": ["Payments"]}
+{"input": "Any provision of this Incremental Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.", "references": ["Arbitration", "No Defaults", "Insurances", "Positions", "Specific Performance", "Duties", "Solvency", "Organizations", "Existence", "Effectiveness", "Books", "No Conflicts", "Interests", "Representations", "Successors", "Releases", "Transactions With Affiliates", "Intellectual Property", "Enforcements", "Warranties", "Further Assurances", "Waivers", "Subsidiaries", "Vesting", "Participations", "Erisa", "Construction", "Approvals", "Tax Withholdings", "Withholdings", "Severability"], "gold": ["Severability"]}
+{"input": "Officer is engaged as the Executive Vice President and Chief Financial Officer of the Company. His powers and duties in that capacity shall be those normally associated with the position of Chief Accounting Officer and as determined from time to time by the Chief Executive Officer and/or the Board of Directors of the Company. During the term of this Agreement, Officer shall also serve without additional compensation in such other offices of the Company and its subsidiaries to which he may be elected or appointed by the Board of Directors.", "references": ["Insurances", "Participations", "Terminations", "Existence", "Venues", "Submission To Jurisdiction", "Further Assurances", "Survival", "Authority", "Representations", "No Waivers", "Approvals", "Interests", "Powers", "Applicable Laws", "Capitalization", "Taxes", "Effectiveness", "Binding Effects", "Headings", "Employment", "Tax Withholdings", "Transactions With Affiliates", "Change In Control", "Financial Statements", "Governing Laws", "Titles", "Indemnity", "Entire Agreements", "Payments", "Duties"], "gold": ["Duties"]}
+{"input": "At the Closing, Purchaser will pay any and all amounts required in accordance with the terms and conditions set forth in Article\u00a02 of this Agreement, and will pay all costs allocated to Purchaser pursuant to Section\u00a08.04 .", "references": ["Venues", "Vacations", "Books", "Compliance With Laws", "Effective Dates", "Organizations", "Positions", "Adjustments", "Solvency", "Arbitration", "Anti-Corruption Laws", "Enforceability", "Employment", "Integration", "Transactions With Affiliates", "Intellectual Property", "Terminations", "Benefits", "Sales", "Records", "Terms", "No Waivers", "Releases", "Sanctions", "Governing Laws", "Amendments", "Confidentiality", "Effectiveness", "Enforcements", "Assigns", "Costs"], "gold": ["Costs"]}
+{"input": "The remedies set forth in this Agreement are intended to be cumulative.\u00a0 In addition to any specific remedy, JELD-WEN reserves any and all other remedies that may be available at law or in equity.", "references": ["Arbitration", "No Waivers", "Submission To Jurisdiction", "Positions", "Agreements", "Existence", "Modifications", "Brokers", "Definitions", "Effectiveness", "Indemnifications", "Assigns", "Fees", "Use Of Proceeds", "Disability", "Litigations", "Integration", "Insurances", "Enforcements", "Releases", "General", "Specific Performance", "Indemnity", "Tax Withholdings", "Further Assurances", "Authority", "Enforceability", "Capitalization", "Taxes", "Qualifications", "Remedies"], "gold": ["Remedies"]}
+{"input": "No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document, at the Closing Date (in the case of the Confidential Information Memoranda dated August\u00a02014 and September\u00a02014) or at the time furnished (in the case of all other reports, financial statements, certificates or other information), contains any material misstatement of fact or omitted to state any material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers representations are limited to those set forth in Section\u00a05.05(e) .", "references": ["Integration", "Titles", "Remedies", "Specific Performance", "Effective Dates", "Terminations", "Records", "Withholdings", "Vacations", "Authorizations", "Enforcements", "Solvency", "Amendments", "Definitions", "General", "Disability", "Vesting", "Terms", "Employment", "Litigations", "Powers", "Agreements", "Further Assurances", "Indemnifications", "No Defaults", "Governing Laws", "Modifications", "Interpretations", "Insurances", "Enforceability", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "After the close of the Performance Period, but before the Vesting Date, the Committee shall determine and certify the extent to which the Performance Goal has been achieved in accordance with Schedule\u00a0I. The Performance Units will vest and become non\u2011forfeitable on the Vesting Date in an amount determined based on the results of the Performance Goal, provided you have been continuously employed by the Company or an affiliate of the Company at all times from the Grant Date until the Vesting Date. For the avoidance of doubt, if the Committee determines that the level of achievement of the Performance Goal does not meet the minimum threshold requirement specified in Schedule I, then all Performance Units shall be forfeited. If you are not employed on the Vesting Date, you shall have no rights under this Agreement and all Performance Units shall be forfeited as of your termination date.", "references": ["Use Of Proceeds", "Waivers", "Warranties", "Costs", "Sanctions", "Enforceability", "Litigations", "Death", "Cooperation", "Closings", "Terms", "Brokers", "Binding Effects", "Further Assurances", "Erisa", "Solvency", "Benefits", "Submission To Jurisdiction", "Qualifications", "Venues", "Sales", "Agreements", "Integration", "Intellectual Property", "General", "Modifications", "Titles", "Releases", "Vacations", "Compliance With Laws", "Vesting"], "gold": ["Vesting"]}
+{"input": "Comply with any obligations that it may have under any Anti-Corruption Laws and maintain in effect and enforce policies and procedures designed to ensure compliance by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.\u00a0 In the event that such Borrower becomes aware that it is not in compliance with any applicable Sanctions or Anti-Corruption Laws, such Borrower shall notify the Administrative Agent and diligently take all actions required thereunder to become compliant.", "references": ["Powers", "Taxes", "Interests", "Closings", "Integration", "Litigations", "Amendments", "Payments", "Severability", "Employment", "Indemnity", "Expenses", "Fees", "Publicity", "Insurances", "Vacations", "Confidentiality", "Books", "Positions", "Intellectual Property", "Consent To Jurisdiction", "Definitions", "Base Salary", "Withholdings", "Compliance With Laws", "Benefits", "Qualifications", "Applicable Laws", "Disclosures", "Authority", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "This Agreement sets forth the entire agreement of the parties concerning the subject matter, and supersedes any and all prior agreements, discussions, understandings, promises and expectations, except as provided in Section\u00a011(e) above. This Agreement may be modified only by a written instrument signed by you and by MSG.", "references": ["Litigations", "Financial Statements", "Terminations", "Notices", "Brokers", "Amendments", "Governing Laws", "Survival", "Severability", "No Defaults", "Jurisdictions", "Powers", "Disability", "Use Of Proceeds", "Construction", "Defined Terms", "Specific Performance", "Disclosures", "Terms", "Indemnifications", "Arbitration", "Remedies", "Indemnity", "Cooperation", "Approvals", "Tax Withholdings", "Sales", "Insurances", "Records", "Further Assurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If any Term Loan is prepaid in accordance with Subsections\u00a04.4(l)(ii) through (iv) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent\u2019s Office in immediately available funds not later than 11:00 A.M., New York City time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Term Loans in inverse order of maturity. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Subsection 4.4(l) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate Outstanding Amount of the Tranches of the Term Loans outstanding shall be deemed reduced by the full par value of the aggregate Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment. The Lenders hereby agree that, in connection with a prepayment of Term Loans pursuant to this Subsection 4.4(l) and notwithstanding anything to the contrary contained in this Agreement, ( i ) interest in respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Term Loans to reflect the payment of accrued interest to certain Lenders as provided in this Subsection 4.4(l)(vi) and ( ii ) all subsequent prepayments and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made on a pro rata basis among the respective Lenders based upon the then outstanding principal amounts of the Term Loans then held by the respective Lenders after giving effect to any prepayment pursuant to this Subsection 4.4(l) as if made at par. It is also understood and agreed that prepayments pursuant to this Subsection 4.4(l) shall not be subject to Subsection 4.4(a) , or, for the avoidance of doubt, Subsection 11.7(a) or the pro rata allocation requirements of Subsection 4.8(a) .", "references": ["Successors", "Representations", "Change In Control", "Withholdings", "Indemnity", "Effectiveness", "Death", "Binding Effects", "Releases", "Compliance With Laws", "Integration", "Consent To Jurisdiction", "Headings", "Enforcements", "Costs", "Base Salary", "Entire Agreements", "Subsidiaries", "Notices", "Closings", "Authorizations", "Arbitration", "Taxes", "Further Assurances", "Authority", "Use Of Proceeds", "Confidentiality", "Books", "Jurisdictions", "Consents", "Payments"], "gold": ["Payments"]}
+{"input": "In construing this Agreement, if any portion of this Agreement shall be found to be invalid or unenforceable, the remaining terms and provisions of this Agreement shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provision.\u00a0\u00a0In construing this Agreement, the singular shall include the plural, the masculine shall include the feminine and neuter genders, as appropriate, and no meaning or effect shall be given to the captions of the paragraphs in this Agreement, which are inserted for convenience of reference only.", "references": ["Consent To Jurisdiction", "Amendments", "Capitalization", "Transactions With Affiliates", "Waiver Of Jury Trials", "Terms", "Use Of Proceeds", "Insurances", "Interpretations", "Authority", "Enforceability", "Integration", "Approvals", "Non-Disparagement", "No Conflicts", "Enforcements", "Headings", "Miscellaneous", "Liens", "Compliance With Laws", "Disclosures", "Benefits", "Survival", "Erisa", "Notices", "Warranties", "Modifications", "Effective Dates", "Governing Laws", "Subsidiaries", "Construction"], "gold": ["Construction"]}
+{"input": "The Purchaser has all requisite corporate power, authority and capacity to execute and deliver this Agreement and the Interim Servicing Agreement, and to perform all of its obligations hereunder and thereunder.", "references": ["Vesting", "Powers", "Qualifications", "Warranties", "No Waivers", "Indemnifications", "Successors", "Terms", "Remedies", "Costs", "Books", "Jurisdictions", "Publicity", "Cooperation", "Severability", "Erisa", "Interpretations", "Withholdings", "Miscellaneous", "Confidentiality", "Enforcements", "Records", "No Conflicts", "Integration", "Solvency", "Headings", "Disability", "Agreements", "Adjustments", "Existence", "Authority"], "gold": ["Authority"]}
+{"input": "Landlord represents and warrants that, upon completion of Landlord\u2019s Work, (i) the Building will be in compliance in all material respects with all applicable laws, statutes, ordinances and governmental rules, regulations or requirements, including, without limitation, the Americans with Disabilities Act and/or other related laws, (ii) the base building fire, life, safety systems are in compliance with all codes and regulations, and (iii) all structural aspects of the Building, including the foundation, exterior walls, roof (including the roof membrane and all roofing systems), mezzanine, elevators, base building and all service lines shall be in good operating condition. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now or hereafter in force, and with the requirements of any insurance company insuring the Project, the local Board of Fire Underwriters or any similar body now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises. Tenant shall not do or permit anything to be done on or about the Project or bring or keep anything therein which will in any way increase the cost of any insurance now or thereafter carried on the Project or any of its contents or that will invalidate any such insurance. If Tenant installs any electrical equipment that overloads the electrical lines in the Premises, Tenant shall, at its own expense, make such changes as may be necessary to comply with the requirements of insurance underwriters and any governmental authority having jurisdiction. Tenant shall also comply with all rules and regulations to regulate the use, occupancy and operation of the Project which may from time to time be established by Landlord in writing (the \u201cBuilding Rules\u201d), and any modifications or amendments thereto provided they are applied uniformly to all tenants of the Project. Landlord shall not be responsible to Tenant for the noncompliance by other tenants or occupants with the Building Rules.", "references": ["Taxes", "Non-Disparagement", "Amendments", "Forfeitures", "Representations", "Costs", "Adjustments", "Anti-Corruption Laws", "Modifications", "Assigns", "Interests", "Enforceability", "Waivers", "Releases", "Powers", "Indemnifications", "Intellectual Property", "Cooperation", "No Conflicts", "Confidentiality", "Sanctions", "Change In Control", "Integration", "Duties", "Specific Performance", "Brokers", "Capitalization", "Governing Laws", "Authorizations", "Waiver Of Jury Trials", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.", "references": ["Fees", "Tax Withholdings", "Benefits", "Assignments", "Change In Control", "Applicable Laws", "Subsidiaries", "Taxes", "Litigations", "Expenses", "Intellectual Property", "Records", "Cooperation", "Disclosures", "Duties", "Representations", "Waiver Of Jury Trials", "Indemnifications", "Further Assurances", "General", "Organizations", "Remedies", "Existence", "Indemnity", "Enforcements", "Adjustments", "Vesting", "Employment", "Base Salary", "Qualifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "As to the subject matter of this Agreement, this Section\u00a06 supersedes any confidential disclosure agreements between the Parties, including, without limitation, the Confidentiality Agreement and the confidentiality provisions of the Multi-Target Agreement.\u00a0\u00a0Any confidential information of a Party disclosed under the Confidentiality Agreement or the Multi-Target Agreement relating to the subject matter of this Agreement shall be treated as Confidential Information of such Party hereunder, subject to the terms of this Section\u00a06.", "references": ["Insurances", "Benefits", "General", "Entire Agreements", "Representations", "Severability", "Enforcements", "Headings", "Adjustments", "Existence", "Construction", "Publicity", "Assigns", "Intellectual Property", "Vacations", "Miscellaneous", "Compliance With Laws", "Authority", "Agreements", "Definitions", "Cooperation", "Closings", "Consent To Jurisdiction", "Counterparts", "Amendments", "Liens", "Organizations", "Employment", "Payments", "Remedies", "Integration"], "gold": ["Integration"]}
+{"input": "Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company\u2019s General Counsel at 330 Seven Springs Way, Brentwood, Tennessee 37207, or if the Company should move its principal office, to such principal office, and, in the case of the Recipient, to the Recipient\u2019s last permanent address as shown on the Company\u2019s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.", "references": ["Indemnifications", "Confidentiality", "Interpretations", "Headings", "No Conflicts", "Use Of Proceeds", "Construction", "Defined Terms", "Books", "Non-Disparagement", "Enforceability", "Governing Laws", "Further Assurances", "Consents", "Interests", "Enforcements", "Terminations", "Withholdings", "Sales", "Publicity", "Payments", "Powers", "Positions", "Death", "Vesting", "Applicable Laws", "Financial Statements", "Intellectual Property", "No Waivers", "Waivers", "Notices"], "gold": ["Notices"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, the L/C Issuer and each Lender, regardless of any investigation made by the Administrative Agent, the L/C Issuer or any Lender or on their behalf and notwithstanding that the Administrative Agent, the L/C Issuer or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.", "references": ["Arbitration", "Successors", "Qualifications", "Representations", "Publicity", "Remedies", "Definitions", "Binding Effects", "Indemnifications", "Defined Terms", "Intellectual Property", "Books", "Confidentiality", "General", "Change In Control", "Consents", "Sales", "Vesting", "Compliance With Laws", "Liens", "Authority", "Assigns", "Assignments", "Further Assurances", "Disclosures", "Terms", "Taxes", "Severability", "Subsidiaries", "Notices", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement may be executed in multiple counterparts and delivered by electronic transmission, including by facsimile or attached to an electronic mail in portable document format, each of which shall be deemed an original, and all of which when taken together shall constitute the same instrument.", "references": ["Authorizations", "Interests", "Integration", "Releases", "Agreements", "Adjustments", "Jurisdictions", "Litigations", "Enforcements", "Non-Disparagement", "Compliance With Laws", "Organizations", "Venues", "Liens", "Expenses", "Authority", "Costs", "Intellectual Property", "Closings", "Modifications", "Vesting", "Specific Performance", "Anti-Corruption Laws", "Interpretations", "Consents", "Brokers", "Use Of Proceeds", "Vacations", "Fees", "No Conflicts", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All questions concerning the construction, validity and interpretation of this Note will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule. Any litigation arising hereunder or related thereto shall be tried by the United States District Court for the Southern District of New York, provided that if such litigation shall not be permitted to be tried by such court then such litigation shall be held in the state courts of New York sitting in New York City. The Company and the Holder, irrevocably consent to and confer personal jurisdiction on the United States District Court for the Southern District of New York, or, if (but only if) the litigation in question shall not be permitted to be tried by such court, on the state courts of New York sitting in New York City, and expressly waives any objection to the venue of such court, as the case may be.", "references": ["Insurances", "No Waivers", "Effectiveness", "Forfeitures", "Withholdings", "Miscellaneous", "Compliance With Laws", "Construction", "Assigns", "Vacations", "Disclosures", "Fees", "Definitions", "Use Of Proceeds", "Employment", "No Defaults", "Books", "Approvals", "Severability", "Vesting", "Survival", "Terminations", "Benefits", "Representations", "Death", "Venues", "Authority", "Positions", "Transactions With Affiliates", "Taxes", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Schedule 3.1(g) sets forth the capitalization of the Company which also includes the number of shares of Common Stock reserved for issuance and shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth in Schedule 3.1(g), since the date if its most recently filed periodic report under the Exchange Act, the Company has not issued any capital stock other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to (i) consultants for services and (ii) employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth on Schedule 3.1(g) and shareholder approval required by Section 4.16, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as set forth on Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Use Of Proceeds", "Sales", "Non-Disparagement", "Successors", "Headings", "Sanctions", "Terminations", "Change In Control", "Withholdings", "Integration", "Benefits", "Severability", "Death", "Payments", "Erisa", "Jurisdictions", "Powers", "Vacations", "Approvals", "Interpretations", "Arbitration", "Fees", "Binding Effects", "Financial Statements", "Venues", "Organizations", "Defined Terms", "Agreements", "No Conflicts", "Specific Performance", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Purchaser has full limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of Purchaser and no other limited liability company proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller\u2019s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors\u2019 rights and by general equitable principles.", "references": ["Sales", "Use Of Proceeds", "Assignments", "Fees", "Defined Terms", "Subsidiaries", "Governing Laws", "Definitions", "Jurisdictions", "Disability", "No Defaults", "Publicity", "Confidentiality", "Taxes", "No Waivers", "Books", "Indemnity", "Effective Dates", "Entire Agreements", "Cooperation", "Interests", "Notices", "Vesting", "Amendments", "Authority", "Construction", "Anti-Corruption Laws", "Approvals", "Capitalization", "Survival", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement may be amended or modified only as provided in Section 14 of the Plan or by a written instrument executed by both the Company and the Awardee.", "references": ["Enforcements", "Insurances", "No Defaults", "Terms", "Disclosures", "Transactions With Affiliates", "Notices", "Taxes", "Adjustments", "Fees", "Use Of Proceeds", "Publicity", "Submission To Jurisdiction", "Duties", "Books", "Jurisdictions", "Agreements", "Indemnity", "Closings", "Anti-Corruption Laws", "Representations", "Warranties", "Waivers", "Cooperation", "Disability", "Assigns", "Vesting", "Binding Effects", "Waiver Of Jury Trials", "Construction", "Amendments"], "gold": ["Amendments"]}
+{"input": "(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by United States mail, postage prepaid, hand delivery, overnight delivery service or by electronic mail (if an address therefore has been provided by the respective party in writing), and addressed to each party to this Agreement at the address set forth on Schedule A to the Sale and Servicing Agreement, or to such other address as any party shall have provided to the other parties in writing.", "references": ["Capitalization", "Change In Control", "Non-Disparagement", "Releases", "Counterparts", "Authority", "Amendments", "Cooperation", "Applicable Laws", "Intellectual Property", "Payments", "Base Salary", "Agreements", "Qualifications", "Brokers", "Remedies", "Survival", "Enforcements", "Successors", "Submission To Jurisdiction", "Consent To Jurisdiction", "Vacations", "Transactions With Affiliates", "No Defaults", "Construction", "Assignments", "Waivers", "Adjustments", "Benefits", "Effectiveness", "Notices"], "gold": ["Notices"]}
+{"input": "I acknowledge that my exercise of the Option may result in Tax Obligations which require the Company to withhold certain amounts to satisfy federal, state, local, and/or foreign taxes. I agree to satisfy such tax withholding obligations as described in Section 9 of the Award Agreement.", "references": ["Fees", "Successors", "Binding Effects", "Approvals", "Remedies", "Costs", "Agreements", "Submission To Jurisdiction", "Death", "Terminations", "No Conflicts", "Existence", "Specific Performance", "Insurances", "Publicity", "Applicable Laws", "Interpretations", "Capitalization", "Consent To Jurisdiction", "Books", "Severability", "Base Salary", "Brokers", "Further Assurances", "Effectiveness", "Adjustments", "Terms", "Construction", "Benefits", "Warranties", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix \u00a0A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the \u201c Sale and Servicing Agreement \u201d) among Drive Auto Receivables Trust 2018-3, Santander Consumer, as Servicer, the Purchaser, as Seller, and Wilmington Trust, National Association, a national banking association, as Indenture Trustee, which also contains rules as to usage that are applicable herein.", "references": ["Vesting", "Assignments", "Successors", "Confidentiality", "Effectiveness", "Arbitration", "Construction", "Taxes", "Brokers", "Costs", "No Waivers", "Integration", "Binding Effects", "Agreements", "Releases", "Waiver Of Jury Trials", "No Defaults", "Submission To Jurisdiction", "Tax Withholdings", "Notices", "Non-Disparagement", "Interpretations", "Duties", "Enforcements", "Erisa", "Vacations", "Insurances", "Sales", "Effective Dates", "Titles", "Definitions"], "gold": ["Definitions"]}
+{"input": "Except as disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or, to the knowledge of the Borrower, threatened against any Company, or in respect of which any Company may have any liability, in any court or before or by any Governmental Authority, arbitration board, or other tribunal that could reasonably be expected to have a Material Adverse Effect, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Company is a party or by which the property or assets of any Company are bound that could reasonably be expected to have a Material Adverse Effect, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining that could reasonably be expected to have a Material Adverse Effect.", "references": ["Construction", "Effectiveness", "Applicable Laws", "Assignments", "Entire Agreements", "Remedies", "Publicity", "Effective Dates", "No Defaults", "Indemnity", "Tax Withholdings", "Vacations", "Disability", "Binding Effects", "Enforceability", "Payments", "Integration", "Existence", "Consents", "Authority", "Representations", "Powers", "Withholdings", "Survival", "Base Salary", "Amendments", "Miscellaneous", "Anti-Corruption Laws", "Confidentiality", "Vesting", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.", "references": ["Governing Laws", "Titles", "Definitions", "Change In Control", "Remedies", "Non-Disparagement", "Authority", "Employment", "Indemnifications", "Assignments", "Amendments", "Books", "Payments", "No Defaults", "Existence", "Interpretations", "Costs", "Waiver Of Jury Trials", "Death", "Successors", "Transactions With Affiliates", "Warranties", "Releases", "Headings", "Indemnity", "Liens", "General", "Use Of Proceeds", "Anti-Corruption Laws", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Restricted Person will (a)\u00a0timely file all required tax returns; (b)\u00a0timely pay all taxes, assessments, and other governmental charges or levies imposed upon it or upon its income, profits or property; (c)\u00a0timely pay in the ordinary course of its business consistent with past practices all Liabilities owed by it on ordinary trade terms to vendors, suppliers and other Persons providing goods and services used by it in the ordinary course of its business; (d)\u00a0pay and discharge when due all other Liabilities now or hereafter owed by it; and (e)\u00a0maintain appropriate accruals and reserves for all of the foregoing in accordance with GAAP. Each Restricted Person may, however, delay paying or discharging any of the foregoing so long as it is in good faith contesting the validity thereof by appropriate proceedings (promptly instituted and diligently concluded) and has set aside on its books adequate reserves therefor, or to the extent any such failure to pay or discharge any of the foregoing would not result in a Material Adverse Change.", "references": ["Compliance With Laws", "Payments", "Vacations", "Records", "Powers", "Venues", "Submission To Jurisdiction", "General", "Existence", "Counterparts", "Death", "Brokers", "Releases", "Interpretations", "Capitalization", "Intellectual Property", "Applicable Laws", "Benefits", "Sanctions", "Interests", "Approvals", "Tax Withholdings", "Jurisdictions", "Entire Agreements", "Transactions With Affiliates", "No Conflicts", "Insurances", "Definitions", "Participations", "Erisa", "Taxes"], "gold": ["Taxes"]}
+{"input": "ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, U.S. FIRST CLASS POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "references": ["Publicity", "Litigations", "Brokers", "Transactions With Affiliates", "Participations", "Capitalization", "Severability", "Tax Withholdings", "No Defaults", "No Waivers", "Definitions", "Books", "Adjustments", "Specific Performance", "Withholdings", "Indemnifications", "Headings", "Solvency", "Terms", "Effective Dates", "Disclosures", "Authorizations", "Enforcements", "Confidentiality", "Expenses", "Submission To Jurisdiction", "Governing Laws", "Applicable Laws", "Construction", "Representations", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "All proceeds of the Loan shall be used by Borrower solely (i) to pay to Seller a portion of the purchase price due under the Acquisition Agreement, (ii) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, (iii) for Borrower\u2019s working capital and general corporate purposes and (iv) for such other purposes as specifically permitted pursuant to the terms of this Agreement. All proceeds of the Loans and Letters shall be used solely for lawful business purposes. Without limiting the scope of the immediately preceding sentence. Borrower understands and agrees NOT to use the proceeds of the Loans for personal, family, or household purposes. Borrower further understands that there are certain important duties imposed upon entities making loans to consumers for personal, family, or household purposes, and certain important rights conferred upon consumers, pursuant to federal or state law and that all of those laws, rules, and regulations concerning consumer loans do NOT apply to the Loans or this Agreement. Borrower hereby confirms that he/she/it has consulted with his/ her/its own attorney, or has had a fair opportunity to consult with an attorney, concerning this matter and that Borrower\u2019s counsel has explained to Borrower and/or Borrower understands that these rules, regulations, and laws concerning consumer loans do not apply to the Loans or this Agreement. Borrower also understands that Lender will be unable to confirm whether Borrower\u2019s actual use of the proceeds of the Loans conforms to the requirements of this section. Borrower agrees that a breach by Borrower of the provisions of this section will not affect Lender\u2019s right to: (i) enforce Borrower\u2019s promise to pay all amounts owed under this Agreement, regardless of Borrower\u2019s actual use of the proceeds of the Loans; or (ii) to use any remedy legally available to Lender, even if that remedy would not have been available had the Loans been made for consumer or personal purposes.", "references": ["Modifications", "Change In Control", "Publicity", "Employment", "Benefits", "Specific Performance", "Non-Disparagement", "Vesting", "Organizations", "Powers", "Notices", "Sales", "Warranties", "Titles", "Capitalization", "Terms", "Effective Dates", "Counterparts", "Headings", "Construction", "Taxes", "Waivers", "Cooperation", "Interpretations", "No Conflicts", "No Waivers", "Severability", "Liens", "Remedies", "Integration", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Option shall become vested and exercisable, according to the following vesting schedule, if the Grantee continues to be employed by, or provide service to, the Company (or its parent or subsidiary, as applicable) (the \u201c Employer \u201d) from the Date of Grant until the applicable vesting date.", "references": ["No Waivers", "Records", "Entire Agreements", "Use Of Proceeds", "Approvals", "Severability", "Applicable Laws", "Indemnity", "Counterparts", "Litigations", "Sales", "Non-Disparagement", "Death", "Modifications", "Forfeitures", "Specific Performance", "Compliance With Laws", "Warranties", "Consent To Jurisdiction", "Existence", "Positions", "Adjustments", "Tax Withholdings", "Intellectual Property", "Governing Laws", "Subsidiaries", "Taxes", "Effectiveness", "Benefits", "Organizations", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together, shall constitute one instrument. This Agreement may be executed by facsimile or pdf signature by any party and such signature will be deemed binding for all purposes hereof without delivery of an original signature being thereafter required.", "references": ["Adjustments", "Litigations", "Disclosures", "Effective Dates", "Consents", "Effectiveness", "Applicable Laws", "General", "Entire Agreements", "Waiver Of Jury Trials", "Vesting", "Approvals", "Solvency", "Liens", "Construction", "Tax Withholdings", "Waivers", "Qualifications", "Binding Effects", "Non-Disparagement", "Indemnity", "Assignments", "Confidentiality", "Existence", "Closings", "Miscellaneous", "Agreements", "Headings", "Benefits", "Further Assurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No provisions of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.", "references": ["Compliance With Laws", "Records", "Positions", "Agreements", "Interests", "Liens", "Further Assurances", "Specific Performance", "Authorizations", "Sales", "Duties", "Forfeitures", "Fees", "No Defaults", "Change In Control", "Jurisdictions", "Amendments", "Representations", "Assigns", "Disclosures", "Enforcements", "Subsidiaries", "Effective Dates", "Qualifications", "Approvals", "Organizations", "Modifications", "Death", "Arbitration", "Costs", "Waivers"], "gold": ["Waivers"]}
+{"input": "Except as otherwise provided herein, the capitalized terms used in this Fourth Amendment shall have the definitions set forth in the Lease.", "references": ["Subsidiaries", "Interpretations", "Interests", "Confidentiality", "Fees", "Venues", "Effective Dates", "Powers", "Change In Control", "Intellectual Property", "Enforcements", "Use Of Proceeds", "Notices", "Vacations", "Organizations", "Effectiveness", "Waivers", "Capitalization", "Integration", "Withholdings", "Agreements", "General", "Authority", "Binding Effects", "Sales", "Forfeitures", "Disclosures", "Authorizations", "Representations", "Waiver Of Jury Trials", "Definitions"], "gold": ["Definitions"]}
+{"input": "The failure of any party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party under this Agreement to enforce each and every such provision. No waiver or any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.", "references": ["Qualifications", "Duties", "Consent To Jurisdiction", "Effectiveness", "Forfeitures", "Jurisdictions", "Arbitration", "Interpretations", "Cooperation", "Consents", "Base Salary", "Governing Laws", "Modifications", "Closings", "Waivers", "Non-Disparagement", "Taxes", "Liens", "Further Assurances", "Enforcements", "Titles", "Indemnity", "No Conflicts", "Construction", "Records", "Sanctions", "Transactions With Affiliates", "Participations", "Death", "Intellectual Property", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Company shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of the Restricted Stock Award granted hereunder. With respect to withholding required upon any taxable event arising as a result of the Restricted Stock Award granted hereunder, the Grantee may elect, subject to the approval of the Committee and to the extent allowable under the TARP, as provided in Section 2.6 above, to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Stock of the Company having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing and signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. All such elections shall be made and filed with the Committee in the manner determined by the Committee on or before the Vesting Date, or such earlier date as shall be determined by the Committee. If an election has not been made by the Grantee, or the amount of the taxes required to be withheld has not been remitted by the Grantee to the Company on or before the Vesting Date, the Company shall, to the extent allowable under TARP as provided in Section 2.6 above, withhold shares of Stock of the Company having a Fair Market Value equal to the tax required to be withheld from the Restricted Stock vesting pursuant to this Award on such date.", "references": ["Representations", "Indemnifications", "Books", "Sanctions", "Payments", "Employment", "Fees", "Effective Dates", "No Defaults", "Terminations", "Arbitration", "Erisa", "Costs", "Notices", "Compliance With Laws", "Authorizations", "Warranties", "Specific Performance", "Assignments", "Intellectual Property", "Waivers", "Counterparts", "Disclosures", "Forfeitures", "Releases", "Subsidiaries", "Titles", "Waiver Of Jury Trials", "General", "Effectiveness", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Agreement, together with the PIIA, the Amended and Restated 2015 Stock Plan and the Stock Option Agreement, will constitute the entire agreement of the parties with regard to the subject matter hereof, and will contain all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Executive by the Company.\u00a0\u00a0Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are as of the Effective Date superseded by this Agreement and null and void and of no further force and effect.\u00a0\u00a0Any modification of this Agreement will be effective only if it is in writing and signed by the party to be charged.", "references": ["Terms", "Survival", "Releases", "Erisa", "Fees", "Participations", "Consent To Jurisdiction", "Forfeitures", "Notices", "Governing Laws", "Interpretations", "Modifications", "Titles", "Headings", "Brokers", "Disability", "No Defaults", "Approvals", "Change In Control", "Compliance With Laws", "Successors", "Interests", "Capitalization", "Remedies", "Tax Withholdings", "Confidentiality", "Base Salary", "Closings", "Anti-Corruption Laws", "Assigns", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any action brought by either party against the other concerning the transactions contemplated by or arising under this Agreement shall be brought only in the state or federal courts of Pennsylvania and venue shall be in Bucks County or appropriate federal district and division. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.", "references": ["Indemnifications", "Titles", "Enforceability", "Fees", "Releases", "Warranties", "Employment", "Financial Statements", "Terms", "Insurances", "Forfeitures", "Disclosures", "General", "Assignments", "Confidentiality", "Brokers", "Agreements", "Benefits", "Sales", "Terminations", "Integration", "Tax Withholdings", "Positions", "Applicable Laws", "Solvency", "Severability", "Successors", "Remedies", "Books", "Indemnity", "Venues"], "gold": ["Venues"]}
+{"input": "Successor Agent shall have received counterparts hereof duly executed by the Borrower, each Guarantor, each Lender, the Existing Agent and the Exiting Lenders.", "references": ["Disclosures", "Organizations", "Waiver Of Jury Trials", "No Defaults", "Vacations", "Defined Terms", "Entire Agreements", "Sales", "No Conflicts", "Sanctions", "Insurances", "Subsidiaries", "Venues", "Successors", "Adjustments", "Assigns", "Death", "Governing Laws", "Modifications", "Benefits", "Titles", "Costs", "Capitalization", "Anti-Corruption Laws", "Use Of Proceeds", "Publicity", "Amendments", "Powers", "Expenses", "Enforcements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except for Permitted Liens and Liens not prohibited by Section 6.2 of the Credit Agreement, such Grantor owns, or has rights in, each item of the Collateral free and clear of any and all Liens.\u00a0\u00a0No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are filed with respect to Permitted Liens or Liens not prohibited by Section 6.2 of the Credit Agreement.", "references": ["Adjustments", "Death", "Benefits", "Successors", "Effective Dates", "Payments", "Vacations", "Intellectual Property", "Enforcements", "Indemnifications", "No Defaults", "Expenses", "Duties", "Venues", "Terminations", "General", "Confidentiality", "Assignments", "Terms", "Fees", "Further Assurances", "Waivers", "Solvency", "Powers", "Miscellaneous", "Records", "Interpretations", "Entire Agreements", "Severability", "Costs", "Titles"], "gold": ["Titles"]}
+{"input": "This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Such executions may be transmitted to the Company and/or the other Members by facsimile or other electronic transmission (e.g. \u201c pdf \u201d or \u201c tiff \u201d or any electronic signature complying with the U.S. federal ESIGN Act of 2000, including www.docusign.com ), and such facsimile or other electronic execution shall have the full force and effect of an original signature.", "references": ["Intellectual Property", "Capitalization", "Benefits", "Books", "Assignments", "Taxes", "Effective Dates", "Brokers", "Closings", "Financial Statements", "Waiver Of Jury Trials", "No Waivers", "Adjustments", "Warranties", "Base Salary", "Applicable Laws", "Expenses", "Cooperation", "Entire Agreements", "Indemnifications", "Miscellaneous", "Compliance With Laws", "General", "Consents", "Waivers", "Existence", "Titles", "Assigns", "Records", "Insurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Cushman & Wakefield/Pyramid Brokerage Company.", "references": ["Assignments", "Counterparts", "Indemnity", "Terminations", "Severability", "Qualifications", "Participations", "Fees", "Closings", "Confidentiality", "Effective Dates", "Entire Agreements", "Specific Performance", "Death", "Liens", "No Waivers", "Organizations", "Releases", "Books", "Positions", "Titles", "Sanctions", "Existence", "Notices", "No Conflicts", "Expenses", "Consent To Jurisdiction", "No Defaults", "Assigns", "Representations", "Brokers"], "gold": ["Brokers"]}
+{"input": "None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Grantor therefrom shall be effective unless the same shall be in writing and signed by each Secured Party and the Grantor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.", "references": ["Benefits", "Indemnifications", "Non-Disparagement", "Terminations", "Waivers", "Waiver Of Jury Trials", "Miscellaneous", "Liens", "Assignments", "Powers", "Definitions", "Intellectual Property", "Successors", "Venues", "Binding Effects", "Base Salary", "Employment", "Duties", "Capitalization", "Transactions With Affiliates", "No Defaults", "Effective Dates", "Tax Withholdings", "Confidentiality", "Notices", "Erisa", "Expenses", "Interpretations", "Warranties", "Financial Statements", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company agrees, that upon receipt of adequate supporting documentation, it shall reimburse Consultant for reasonable out-of-pocket business expenses actually incurred by Consultant in the performance of Services hereunder. All Services-related business expenses must be approved in writing and in advance by the Company and in accordance with any Company expense reimbursement policy that may be in effect from time to time and which has been delivered to Consultant.", "references": ["Adjustments", "Benefits", "Successors", "No Defaults", "Remedies", "Publicity", "Amendments", "Applicable Laws", "Governing Laws", "Employment", "Use Of Proceeds", "Assignments", "Insurances", "Titles", "Anti-Corruption Laws", "Taxes", "Payments", "Definitions", "Survival", "General", "Construction", "No Conflicts", "Positions", "Sanctions", "Withholdings", "Effectiveness", "Existence", "Compliance With Laws", "Brokers", "Representations", "Expenses"], "gold": ["Expenses"]}
+{"input": "No failure or delay by the Administrative Agent or any other Holder of Guaranteed Obligations in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.", "references": ["Change In Control", "Confidentiality", "Existence", "Positions", "Approvals", "Financial Statements", "Submission To Jurisdiction", "Venues", "Indemnifications", "Anti-Corruption Laws", "Warranties", "Severability", "Headings", "Compliance With Laws", "Miscellaneous", "Representations", "Indemnity", "Effective Dates", "Employment", "Subsidiaries", "Consent To Jurisdiction", "Jurisdictions", "Counterparts", "Interpretations", "Specific Performance", "Records", "Further Assurances", "Transactions With Affiliates", "Definitions", "Withholdings", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement, including any exhibits attached hereto, sets forth the entire agreement between the Parties and supersedes all contracts, proposals or agreements, whether oral or in writing, and all negotiations, discussions and conversations, between the Parties with respect to the subject matter contained in this Agreement. Any policies, agreements or understandings made between the Parties relating to the subject matter of this Agreement and not explicitly set forth in this Agreement are void and unenforceable. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party hereto.", "references": ["Sales", "Terms", "Successors", "Capitalization", "Expenses", "Submission To Jurisdiction", "No Waivers", "Benefits", "Costs", "Non-Disparagement", "Waiver Of Jury Trials", "Subsidiaries", "Consent To Jurisdiction", "Applicable Laws", "Interpretations", "Publicity", "Forfeitures", "Insurances", "Death", "Participations", "Compliance With Laws", "Books", "Enforcements", "Financial Statements", "Organizations", "Duties", "Base Salary", "Positions", "Amendments", "Payments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement and Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise against any of the claims or causes of action released herein.", "references": ["Books", "Successors", "Binding Effects", "Terminations", "Effective Dates", "Qualifications", "Compliance With Laws", "Construction", "Assignments", "Assigns", "Miscellaneous", "Counterparts", "Closings", "Approvals", "Arbitration", "Transactions With Affiliates", "Applicable Laws", "Tax Withholdings", "Severability", "Waiver Of Jury Trials", "Records", "Amendments", "Taxes", "General", "Solvency", "Capitalization", "Sanctions", "Sales", "Releases", "Financial Statements", "Authority"], "gold": ["Authority"]}
+{"input": "At least five (5)\u00a0Business Days prior to the first day on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, shall furnish the Administrative Agent and Borrower with a properly completed executed copy of either Internal Revenue Service Form\u00a0W-8ECI or Internal Revenue Service Form\u00a0W-8BEN and either Internal Revenue Service Form\u00a0W-8 or Internal Revenue Service Form\u00a0W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder.\u00a0 At all times each Lender shall own or beneficially own a Note, such Lender shall (i)\u00a0promptly provide to the Administrative Agent and Borrower a new Internal Revenue Service Form\u00a0W-8ECI or Internal Revenue Service Form\u00a0W-8BEN and Internal Revenue Service Form\u00a0W-8 or Internal Revenue Service Form\u00a0W-9 and any additional form (or such other form) (or any successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such Lender, and (ii)\u00a0comply at all times with all applicable United States laws and regulations, including all provisions of any applicable tax treaty, with regard to any withholding tax exemption claimed with respect to any payments on the Loan.\u00a0 If any Lender cannot deliver such form, then Borrower may withhold from payments due under the Loan Documents such amounts as Borrower is able to determine from accurate information provided by such Lender are required by the Internal Revenue Code.", "references": ["Closings", "Records", "Authority", "Disclosures", "Transactions With Affiliates", "Entire Agreements", "Forfeitures", "Further Assurances", "Binding Effects", "Costs", "Waiver Of Jury Trials", "Use Of Proceeds", "Confidentiality", "Warranties", "Positions", "Benefits", "Payments", "Waivers", "Approvals", "Qualifications", "Non-Disparagement", "Defined Terms", "Organizations", "Publicity", "Amendments", "Headings", "Modifications", "Jurisdictions", "Subsidiaries", "Intellectual Property", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Each party\u2019s obligations under this Section\u00a03.7 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Use Of Proceeds", "Representations", "Consent To Jurisdiction", "Notices", "Organizations", "Consents", "Effectiveness", "Venues", "Cooperation", "Duties", "Modifications", "Arbitration", "Waiver Of Jury Trials", "Assignments", "Applicable Laws", "Submission To Jurisdiction", "Subsidiaries", "Brokers", "Positions", "Governing Laws", "Effective Dates", "Fees", "Adjustments", "No Defaults", "Specific Performance", "Forfeitures", "Insurances", "Indemnifications", "General", "Interpretations", "Survival"], "gold": ["Survival"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Sanctions", "Venues", "Interests", "Costs", "Forfeitures", "Titles", "General", "Books", "Litigations", "Governing Laws", "Approvals", "Amendments", "Expenses", "Death", "Powers", "Non-Disparagement", "Terms", "Adjustments", "Capitalization", "Tax Withholdings", "Assignments", "Brokers", "Compliance With Laws", "Authority", "Cooperation", "Organizations", "Closings", "Qualifications", "Change In Control", "Miscellaneous", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Company shall have the right to deduct from all payments hereunder any taxes required by law to be withheld therefrom.", "references": ["Erisa", "Adjustments", "Fees", "Change In Control", "Applicable Laws", "Submission To Jurisdiction", "Interests", "Governing Laws", "Books", "Successors", "Sanctions", "Duties", "Litigations", "Arbitration", "Binding Effects", "Liens", "Authority", "Consent To Jurisdiction", "Titles", "Transactions With Affiliates", "Definitions", "Intellectual Property", "Venues", "Vacations", "Terminations", "Financial Statements", "Construction", "Miscellaneous", "Use Of Proceeds", "Survival", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "No amendment or modification of this Agreement shall be deemed effective unless made in writing signed by the parties hereto. Upon the termination of this Agreement for any reason, the provisions of this Agreement that by their terms survive such expiration or termination shall continue in effect and will bind each of the parties according to the terms thereof. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.", "references": ["Consents", "Assigns", "Indemnity", "Interests", "Binding Effects", "Remedies", "Titles", "Organizations", "Participations", "Miscellaneous", "Venues", "Compliance With Laws", "Governing Laws", "Authorizations", "Vesting", "Definitions", "Sales", "Agreements", "Headings", "Powers", "Arbitration", "Subsidiaries", "Litigations", "Publicity", "Confidentiality", "Fees", "Assignments", "Releases", "Interpretations", "Representations", "General"], "gold": ["General"]}
+{"input": "This Agreement and the Restrictive Covenants Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements between the parties concerning such subject matter.", "references": ["Confidentiality", "Costs", "Interpretations", "Death", "No Defaults", "Remedies", "Assignments", "General", "Specific Performance", "Existence", "Base Salary", "Erisa", "Publicity", "Insurances", "Forfeitures", "Anti-Corruption Laws", "Intellectual Property", "Vacations", "Transactions With Affiliates", "Defined Terms", "Binding Effects", "Waiver Of Jury Trials", "Successors", "Sales", "No Waivers", "Disability", "Positions", "Governing Laws", "Payments", "No Conflicts", "Integration"], "gold": ["Integration"]}
+{"input": "Any change, modification or alteration of this Agreement shall be in writing and signed by the Parties; and, no course of dealing between the Parties shall be construed to alter the terms of this Agreement.", "references": ["Jurisdictions", "Titles", "Tax Withholdings", "Headings", "Applicable Laws", "Authority", "Publicity", "Arbitration", "Indemnifications", "Effective Dates", "Duties", "Waivers", "Confidentiality", "Intellectual Property", "Taxes", "Participations", "Books", "Use Of Proceeds", "Powers", "Existence", "Sales", "Remedies", "Change In Control", "Subsidiaries", "No Waivers", "Effectiveness", "Interpretations", "Erisa", "Indemnity", "Assigns", "Amendments"], "gold": ["Amendments"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.\u00a0 Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.\u00a0 The provisions of Article IX shall survive termination of this Agreement and the Aggregate Commitments, repayment of all Obligations hereunder, and resignation of the Administrative Agent.", "references": ["Insurances", "Subsidiaries", "Withholdings", "Confidentiality", "Enforcements", "Existence", "Authority", "Miscellaneous", "Adjustments", "Taxes", "Effectiveness", "Waiver Of Jury Trials", "Participations", "Amendments", "Modifications", "Consents", "Headings", "Fees", "Survival", "Forfeitures", "Indemnity", "Severability", "Intellectual Property", "Approvals", "Sanctions", "Base Salary", "Costs", "Change In Control", "Definitions", "Records", "Warranties"], "gold": ["Warranties"]}
+{"input": "Participation in the Plan is voluntary.\u00a0\u00a0Directors may elect to become Participants and to defer receipt of Cash Compensation or RSU Awards by filing an Election Form with the Committee or its designee as provided in this Section 3 .\u00a0\u00a0Each Participant\u2019s Election Form will remain in effect unless and until superseded or revoked as provided in Section 3.7 .", "references": ["Terminations", "Assigns", "Effectiveness", "Use Of Proceeds", "Existence", "Headings", "Further Assurances", "Waivers", "Counterparts", "Anti-Corruption Laws", "Subsidiaries", "Sanctions", "Governing Laws", "Venues", "Submission To Jurisdiction", "Consents", "No Waivers", "Publicity", "Authorizations", "Insurances", "Remedies", "Releases", "Liens", "Death", "Specific Performance", "Consent To Jurisdiction", "Tax Withholdings", "Closings", "No Defaults", "Definitions", "Participations"], "gold": ["Participations"]}
+{"input": "Notwithstanding the execution and delivery of this Second Modification by the parties as of the Second Modification Date, the modifications, agreements and terms of this Second Modification shall not be become effective until, but shall automatically become effective upon and as of the date the conditions set forth in Section 6 hereof are satisfied by Borrower (the \u201c Second Modification Effective Date \u201d).", "references": ["Consent To Jurisdiction", "Subsidiaries", "Disability", "Disclosures", "Death", "Interests", "Arbitration", "Closings", "Miscellaneous", "Enforcements", "Consents", "Applicable Laws", "Forfeitures", "Payments", "Confidentiality", "Powers", "Financial Statements", "Further Assurances", "Releases", "Qualifications", "Positions", "Sales", "Withholdings", "Successors", "No Defaults", "Modifications", "Titles", "Records", "Duties", "Indemnity", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been duly given (a)\u00a0if sent by registered or certified mail in the United States return receipt requested, upon receipt, (b)\u00a0if sent by nationally recognized overnight air courier, one Business Day after mailing, (c)\u00a0if sent by email or facsimile transmission, with a copy mailed on the same day in the manner provided in clauses (a) or (b) of this Section\u00a08.6 when transmitted and receipt is confirmed, or (d)\u00a0if otherwise actually personally delivered, when delivered. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.", "references": ["Enforceability", "Headings", "Authority", "Base Salary", "Liens", "Consent To Jurisdiction", "Binding Effects", "Assigns", "Insurances", "Further Assurances", "Litigations", "Expenses", "Publicity", "No Conflicts", "Successors", "Non-Disparagement", "Defined Terms", "Anti-Corruption Laws", "Powers", "Duties", "Tax Withholdings", "Solvency", "Change In Control", "Death", "Effective Dates", "Waiver Of Jury Trials", "Vacations", "Effectiveness", "Indemnity", "Approvals", "Notices"], "gold": ["Notices"]}
+{"input": "The term of Wainwright's exclusive engagement will begin on the date hereof and end 30 days after the date hereof (the \" Term \").\u00a0 Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement.\u00a0 Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(f)(2)(D)(ii). The exercise of such right of termination for cause eliminates the Company's obligations with respect to the provisions relating to the tail fees and right of first refusal. Notwithstanding anything to the contrary contained in this Agreement, in the event that an Offering pursuant to this Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Wainwright its actual and accountable out-of-pocket expenses related to an Offering (including the fees and disbursements of Wainwright's legal counsel). During Wainwright's engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering. Furthermore, the Company agrees that during Wainwright's engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Wainwright and will be deemed to have been contacted by Wainwright in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder's fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering .", "references": ["Enforcements", "Withholdings", "Authorizations", "Closings", "Liens", "Sanctions", "Cooperation", "Binding Effects", "Approvals", "Headings", "Adjustments", "Positions", "Non-Disparagement", "Intellectual Property", "Enforceability", "Vesting", "Titles", "Miscellaneous", "Insurances", "Costs", "Amendments", "Use Of Proceeds", "Compliance With Laws", "Entire Agreements", "Submission To Jurisdiction", "Expenses", "Representations", "Successors", "Subsidiaries", "Applicable Laws", "Terms"], "gold": ["Terms"]}
+{"input": "Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section\u00a013 of the Summary (the \u201c Brokers \u201d), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless for, from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys\u2019 fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party\u2019s dealings with any real estate broker or agent other than the Brokers.", "references": ["Notices", "Closings", "General", "Solvency", "Duties", "Terms", "Participations", "Fees", "Titles", "Forfeitures", "Employment", "Disclosures", "Modifications", "Non-Disparagement", "Authority", "Consent To Jurisdiction", "No Conflicts", "Costs", "Warranties", "Change In Control", "Effectiveness", "Binding Effects", "Confidentiality", "Sanctions", "Liens", "Terminations", "Agreements", "Construction", "Miscellaneous", "Interpretations", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Founding Member Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.", "references": ["Liens", "Books", "Effectiveness", "No Conflicts", "Vesting", "Organizations", "Records", "Transactions With Affiliates", "Indemnifications", "Headings", "Capitalization", "Sales", "Authority", "Specific Performance", "Disclosures", "Definitions", "Anti-Corruption Laws", "Publicity", "Consent To Jurisdiction", "Qualifications", "Erisa", "Assignments", "Disability", "Authorizations", "Successors", "Titles", "Notices", "Participations", "Agreements", "Indemnity", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Buyer is a business corporation duly organized and validly existing under the laws of the British Virgin Islands. Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of Buyer\u2019s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of Buyer. This Agreement has been, and as of the Closing all of the Ancillary Agreements to be delivered by Buyer will be, duly executed and delivered by Buyer, and, assuming (except in the case of the Convertible Note) the due execution of Seller and any other parties thereto (other than Buyer), constitutes (or will constitute) the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, rehabilitation, receivership, moratorium or other similar laws affecting the enforcement of creditors\u2019 rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).", "references": ["Use Of Proceeds", "Brokers", "Consents", "Indemnity", "Enforceability", "Defined Terms", "Financial Statements", "Jurisdictions", "Tax Withholdings", "Compliance With Laws", "Modifications", "Sanctions", "Benefits", "Indemnifications", "Terminations", "Submission To Jurisdiction", "Disability", "Miscellaneous", "Further Assurances", "Notices", "Effectiveness", "Expenses", "Books", "Enforcements", "No Conflicts", "Construction", "Releases", "Payments", "Consent To Jurisdiction", "Approvals", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Borrower shall have paid or caused to be paid to the Agent (i)\u00a0all Fees then due hereunder and (ii)\u00a0all other fees and expenses due and payable hereunder on or before the Closing Date (if then invoiced), including without limitation the reasonable fees and expenses of counsel to the Agent.", "references": ["Non-Disparagement", "Compliance With Laws", "Effective Dates", "Remedies", "Liens", "Indemnifications", "Books", "Taxes", "Confidentiality", "Survival", "Warranties", "Cooperation", "No Defaults", "Venues", "Transactions With Affiliates", "Authority", "Entire Agreements", "Forfeitures", "Definitions", "Approvals", "Construction", "Positions", "Applicable Laws", "Insurances", "Withholdings", "Notices", "No Waivers", "Interests", "Employment", "Effectiveness", "Fees"], "gold": ["Fees"]}
+{"input": "This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment.\u00a0\u00a0Delivery of a counterpart hereof, or a signature hereto, by facsimile or by email in .pdf or similar format shall be effective as delivery of a manually- executed original counterpart hereof.", "references": ["Warranties", "Adjustments", "Disclosures", "Vacations", "Liens", "Cooperation", "Effectiveness", "Miscellaneous", "Use Of Proceeds", "Indemnity", "Forfeitures", "Headings", "Closings", "Sanctions", "Modifications", "Death", "Titles", "No Waivers", "Confidentiality", "Entire Agreements", "Definitions", "Publicity", "Transactions With Affiliates", "Representations", "Duties", "Agreements", "Positions", "Capitalization", "Releases", "Survival", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except for Base Rate Loans that are based upon the Prime Rate, in which case interest shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Interest shall accrue from and including the first date of Borrowing (or continuation or conversion) to but excluding the last day occurring in the period for which such interest is payable. Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["Disability", "Effectiveness", "Warranties", "Non-Disparagement", "Interpretations", "Counterparts", "Financial Statements", "Disclosures", "Benefits", "Vesting", "Amendments", "No Defaults", "Definitions", "Use Of Proceeds", "General", "Organizations", "Books", "Intellectual Property", "Approvals", "Terminations", "Further Assurances", "Closings", "Venues", "Specific Performance", "Change In Control", "Subsidiaries", "Notices", "Solvency", "Indemnity", "Withholdings", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement may be executed simultaneously in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. \u00a0Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart thereof.", "references": ["Compliance With Laws", "Qualifications", "Authority", "No Conflicts", "No Waivers", "Death", "Submission To Jurisdiction", "Amendments", "Effective Dates", "Applicable Laws", "Enforceability", "Binding Effects", "Adjustments", "Use Of Proceeds", "Definitions", "Payments", "Subsidiaries", "Liens", "Effectiveness", "Indemnity", "Brokers", "Terms", "Sales", "Intellectual Property", "Existence", "Non-Disparagement", "Survival", "Miscellaneous", "Base Salary", "Further Assurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If Landlord initiates judicial proceedings or if this Lease is terminated by Landlord pursuant to this Article XVI, Tenant waives, to the extent permitted by applicable law, (i)\u00a0any right of redemption, re-entry or repossession or similar laws for the benefit of Tenant; and (ii)\u00a0the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt.", "references": ["Effectiveness", "Withholdings", "Survival", "Interpretations", "Severability", "No Waivers", "Brokers", "Cooperation", "Expenses", "Vacations", "Records", "Adjustments", "Existence", "Financial Statements", "Assignments", "Terminations", "Construction", "Vesting", "Agreements", "Duties", "Confidentiality", "Non-Disparagement", "Entire Agreements", "Effective Dates", "Further Assurances", "Representations", "Publicity", "Governing Laws", "Costs", "Interests", "Waivers"], "gold": ["Waivers"]}
+{"input": "None of Parent, any Borrower and their Subsidiaries or, to the knowledge of Parent, any Borrower or any Subsidiary, any director, officer, agent, employee or Affiliate of such Loan Party or Subsidiary, is aware of or has taken any action, directly or indirectly, that could result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the \u201c FCPA \u201d), the UK Bribery Act 2010 (to the extent applicable) or any other applicable anti-corruption laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any \u201cforeign official\u201d (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in violation of the FCPA or any other applicable anti-corruption laws. Parent, each Borrower, and its Subsidiaries and to the knowledge of Parent, each Borrower and its Subsidiaries, their respective Affiliates, have conducted their businesses in compliance, in all material respects, with the FCPA, the UK Bribery Act 2010 (to the extent applicable), and other applicable similar anti-corruption laws (collectively, the \u201cAnti-Corruption Laws\u201d) and have instituted and maintained and will maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. The Borrowers will not, directly or indirectly, use the proceeds of the Loans or any Letter of Credit, or lend, contribute or otherwise make available proceeds of the Loans or any Letter of Credit in any manner that will result in a violation of Anti-Corruption Laws by Parent, any of Parent\u2019s Subsidiaries, any Agent, any Lender, the Lead Arranger or the Joint Bookrunners.", "references": ["Disclosures", "Binding Effects", "Effectiveness", "Headings", "Base Salary", "Jurisdictions", "Successors", "Venues", "Benefits", "Remedies", "Positions", "Interests", "Waivers", "Use Of Proceeds", "Authority", "Intellectual Property", "Governing Laws", "Tax Withholdings", "Terms", "Severability", "Fees", "Notices", "Further Assurances", "Payments", "Indemnifications", "No Waivers", "Adjustments", "Participations", "Closings", "Definitions", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.", "references": ["Indemnity", "Integration", "No Defaults", "Existence", "Costs", "Powers", "Waiver Of Jury Trials", "Entire Agreements", "Applicable Laws", "Withholdings", "Defined Terms", "Assignments", "Erisa", "Disclosures", "Severability", "Liens", "Counterparts", "Successors", "Effective Dates", "Fees", "Payments", "Non-Disparagement", "Amendments", "Confidentiality", "Terms", "Submission To Jurisdiction", "Records", "Tax Withholdings", "Participations", "Duties", "Insurances"], "gold": ["Insurances"]}
+{"input": "If any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 6).", "references": ["Survival", "Expenses", "Confidentiality", "Construction", "Titles", "Publicity", "No Defaults", "Death", "Notices", "Subsidiaries", "Enforcements", "Participations", "Representations", "Terminations", "Tax Withholdings", "Applicable Laws", "Costs", "Use Of Proceeds", "Liens", "Insurances", "Integration", "Enforceability", "Fees", "Cooperation", "Effectiveness", "Litigations", "Compliance With Laws", "Assigns", "Records", "Forfeitures", "General"], "gold": ["General"]}
+{"input": "The failure by either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter.\u00a0 The waiver by either party of a breach of any provision hereof shall not be taken or held to be a waiver of any preceding or succeeding breach of such provision or as a waiver of the provision itself.\u00a0 No waiver of any kind shall be effective or binding, unless it is in writing and is signed by the party against whom such waiver is sought to be enforced.", "references": ["Disability", "Remedies", "Cooperation", "Binding Effects", "Costs", "Consents", "Warranties", "Effectiveness", "Erisa", "Confidentiality", "Positions", "Indemnity", "Subsidiaries", "Representations", "Interpretations", "Modifications", "Books", "Intellectual Property", "General", "Non-Disparagement", "Financial Statements", "Counterparts", "Forfeitures", "Arbitration", "No Defaults", "Authorizations", "Vesting", "Integration", "Releases", "Approvals", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "All Awards paid to the Chief Executive Officer and Chief Financial Officer of the Company under this Plan are subject to forfeiture as provided in Section 304 of the Sarbanes-Oxley Act of 2002, and the implementing rules and regulations.\u00a0\u00a0In addition, the Company reserves the right to require a Participant to forfeit or return to the Company any cash or other amount received under an Award under the Plan to the extent required by law, under any applicable exchange listing standard or under any applicable policy adopted by the Company that is designed to meet any legal obligations or obligations under any applicable exchange listing standard.", "references": ["Warranties", "Counterparts", "Subsidiaries", "Taxes", "Applicable Laws", "Liens", "Terms", "Approvals", "Specific Performance", "Interests", "Arbitration", "Erisa", "Solvency", "Transactions With Affiliates", "Organizations", "Tax Withholdings", "Representations", "Benefits", "Titles", "Adjustments", "Defined Terms", "Change In Control", "Governing Laws", "Survival", "Indemnifications", "Confidentiality", "Powers", "Further Assurances", "Withholdings", "Modifications", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such Grantor\u2019s Collateral by the Credit Agreement (including Subsection 8.6 thereof), such Grantor owns each item of such Grantor\u2019s Collateral free and clear of any and all Liens securing Indebtedness. As of the Closing Date, except as set forth on Schedule 3 , to the knowledge of such Grantor ( x ) in the case of the Cash Flow Priority Collateral, no currently effective financing statement or other similar public notice with respect to any Lien securing Indebtedness on all or any part of such Grantor\u2019s Cash Flow Priority Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia and ( y ) in the case of the ABL Priority Collateral, no currently effective financing statement or other similar public notice with respect to any Lien securing Indebtedness on all or any part of such Grantor\u2019s ABL Priority Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia, except, in each case, such as have been filed in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement (including Subsection 8.6 thereof) or any other Loan Document or for which termination statements will be delivered on the Closing Date.", "references": ["Indemnifications", "Waiver Of Jury Trials", "Representations", "Adjustments", "Litigations", "Consents", "Assigns", "Sales", "Qualifications", "Books", "Organizations", "Capitalization", "Subsidiaries", "Change In Control", "Disability", "Arbitration", "Amendments", "Participations", "Construction", "Benefits", "Jurisdictions", "Authorizations", "Brokers", "Counterparts", "Base Salary", "Effectiveness", "Financial Statements", "Waivers", "Death", "Positions", "Titles"], "gold": ["Titles"]}
+{"input": "This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied)\u00a0of the parties with respect to the subject matter hereof, including, without limitation, the Change of Control Severance Agreement between Executive and the Company effective as of March\u00a012, 2015. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.", "references": ["Disability", "Employment", "Severability", "Adjustments", "Counterparts", "Terms", "No Defaults", "Interpretations", "Agreements", "Assignments", "Solvency", "Authority", "Consents", "Fees", "Organizations", "Warranties", "Construction", "Expenses", "Vacations", "Non-Disparagement", "Sales", "Binding Effects", "Arbitration", "Subsidiaries", "Publicity", "Governing Laws", "Terminations", "Effectiveness", "Waivers", "Liens", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(a)\u00a0Each Borrower shall make each payment hereunder, without counterclaim or set-off, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00\u00a0A.M. (New\u00a0York City time) on the day when due in Dollars to the Agent at the applicable Agent\u2019s Account in same day funds. Each Borrower shall make each payment, without counterclaim or set-off hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00\u00a0A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent\u2019s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section\u00a02.10, 2.13 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section\u00a02.17 or an extension of the Termination Date pursuant to Section\u00a02.18, and upon the Agent\u2019s receipt of such Lender\u2019s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section\u00a09.06(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.", "references": ["Fees", "Withholdings", "Organizations", "Employment", "Change In Control", "Releases", "Terminations", "Effective Dates", "Liens", "Insurances", "Disclosures", "Remedies", "Assigns", "No Conflicts", "Integration", "Positions", "Assignments", "Forfeitures", "Modifications", "Participations", "Disability", "Survival", "Solvency", "Representations", "Tax Withholdings", "Titles", "Consents", "Vacations", "Taxes", "Governing Laws", "Payments"], "gold": ["Payments"]}
+{"input": "Subject to Section\u00a020(f) below, following a Participant\u2019s Date of Termination, the Participant shall not, directly or indirectly make, issue, authorize or publish any comments or statements (orally or in writing) to the media, to any individual or entity with whom or which the Corporation, or any of its Subsidiaries has a business relationship, or to any other individual or entity, which disparages, criticizes or otherwise reflects adversely upon the Corporation, any of its subsidiaries, its employees officers or directors.", "references": ["Erisa", "No Defaults", "Anti-Corruption Laws", "Terms", "Change In Control", "Specific Performance", "Indemnifications", "Enforceability", "Benefits", "Withholdings", "Forfeitures", "Organizations", "Integration", "Disability", "Adjustments", "Waivers", "Taxes", "Titles", "Entire Agreements", "Disclosures", "Compliance With Laws", "Representations", "Amendments", "Modifications", "Applicable Laws", "Existence", "Records", "Vesting", "Successors", "Intellectual Property", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Except as set forth in Section 6(b), this Agreement may not be modified or amended in any manner adverse to the Participant\u2019s interest except by means of a writing signed by the Company and Participant.", "references": ["Vacations", "Financial Statements", "Definitions", "Disability", "Survival", "Anti-Corruption Laws", "Participations", "Sales", "Indemnifications", "Binding Effects", "Publicity", "Transactions With Affiliates", "Interests", "Headings", "Insurances", "General", "Liens", "Capitalization", "Compliance With Laws", "Effective Dates", "Benefits", "Litigations", "Releases", "Employment", "Death", "Forfeitures", "Disclosures", "Intellectual Property", "Assigns", "Governing Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "Without prejudice to the survival of any other agreement of the Borrower hereunder, each party\u2019s obligations under this Section \u00a04.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Entire Agreements", "Waivers", "Confidentiality", "Liens", "Assignments", "Adjustments", "Defined Terms", "Sales", "Venues", "Effective Dates", "Applicable Laws", "Terms", "Agreements", "Transactions With Affiliates", "Disclosures", "Costs", "Taxes", "Records", "Forfeitures", "Interpretations", "Governing Laws", "Erisa", "Powers", "Notices", "Brokers", "Death", "Specific Performance", "Jurisdictions", "Miscellaneous", "Capitalization", "Survival"], "gold": ["Survival"]}
+{"input": "Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when personally served in writing, when deposited in the United States mail, postage prepaid, or when communicated to a public telegraph address appearing at the beginning of this Agreement. Either party may change its address by written notice in accordance with this paragraph.", "references": ["Indemnity", "Insurances", "Employment", "Tax Withholdings", "Governing Laws", "Integration", "Erisa", "Fees", "Payments", "Terminations", "Applicable Laws", "Enforcements", "Expenses", "Vacations", "Agreements", "Assigns", "Enforceability", "Effective Dates", "Consents", "Miscellaneous", "Non-Disparagement", "Definitions", "Severability", "Authorizations", "Base Salary", "Sanctions", "Consent To Jurisdiction", "Warranties", "Arbitration", "Books", "Notices"], "gold": ["Notices"]}
+{"input": "Notices to the Joinder Party shall be given in the manner set forth for the Loan Parties in Section 11 of the Credit Agreement.", "references": ["Sales", "Construction", "Duties", "Fees", "Intellectual Property", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Confidentiality", "Publicity", "Change In Control", "Disclosures", "Solvency", "Authority", "Expenses", "Non-Disparagement", "Survival", "Integration", "Assignments", "Vesting", "Transactions With Affiliates", "Disability", "Remedies", "Consents", "Approvals", "General", "Venues", "Books", "Entire Agreements", "Brokers", "Titles", "Notices"], "gold": ["Notices"]}
+{"input": "The term of this Agreement shall continue until such time as the Board determines in its reasonable discretion that the restrictions on Acquisitions and Transfers in Section\u00a03.1 are no longer reasonably necessary to preserve the value of the Tax Benefits; provided, however, that the provisions of this Agreement shall terminate (subject to Section\u00a04.2 ) with respect to a given Investor at such time as the Board determines in its reasonable discretion that any Acquisition or Transfer by such Persons is no longer reasonably likely to materially affect the value of the Tax Benefits.", "references": ["Non-Disparagement", "Death", "Survival", "Enforceability", "Change In Control", "Benefits", "Tax Withholdings", "Erisa", "Titles", "Solvency", "Modifications", "Books", "Sanctions", "Interests", "Terms", "Assigns", "Positions", "Base Salary", "Qualifications", "No Defaults", "Effectiveness", "Brokers", "Successors", "No Waivers", "Amendments", "Employment", "Effective Dates", "Warranties", "Disclosures", "Organizations", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company and its subsidiaries maintain adequate insurance covering its properties, operations, personnel and businesses. All such insurance is in full force and effect, except where the failure to be in full force and effect has not had and would not, individually or in the aggregate, be reasonably expected to have, a Material Adverse Effect.", "references": ["Defined Terms", "Modifications", "Base Salary", "Powers", "Specific Performance", "Severability", "Cooperation", "Fees", "Counterparts", "Integration", "Death", "Arbitration", "Survival", "Organizations", "Representations", "Payments", "Forfeitures", "Confidentiality", "Use Of Proceeds", "Publicity", "Further Assurances", "Waiver Of Jury Trials", "Waivers", "Qualifications", "Financial Statements", "Applicable Laws", "Solvency", "Non-Disparagement", "Enforceability", "Interests", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement shall be construed and enforced in accordance with the laws of the State of Maryland, without giving effect to the principles of conflicts of law of such state.", "references": ["Subsidiaries", "Binding Effects", "Books", "Waiver Of Jury Trials", "Compliance With Laws", "Publicity", "Forfeitures", "Enforceability", "Disability", "Disclosures", "Representations", "Assignments", "Cooperation", "Authority", "Tax Withholdings", "Submission To Jurisdiction", "Defined Terms", "Solvency", "Duties", "Indemnifications", "Interests", "Capitalization", "Benefits", "Severability", "Effectiveness", "Notices", "Expenses", "Costs", "Further Assurances", "Venues", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.", "references": ["Headings", "Miscellaneous", "Adjustments", "Interests", "Vesting", "Integration", "Organizations", "Powers", "Publicity", "Sanctions", "Effective Dates", "Binding Effects", "Further Assurances", "Closings", "Benefits", "No Defaults", "Governing Laws", "Death", "Sales", "Insurances", "Jurisdictions", "Brokers", "Intellectual Property", "Assignments", "Waiver Of Jury Trials", "Qualifications", "Titles", "Waivers", "No Conflicts", "Compliance With Laws", "Successors"], "gold": ["Successors"]}
+{"input": "Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the \u201c Closing \u201d) to be held at 10:00 a.m., Dallas, Texas time, on the later of January 2, 2019 or the date that is three (3) Business Days after the last of the conditions to Closing set forth in ARTICLE VI have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at the offices of Clark Hill Strasburger, 901 Main Street, Suite 6000, Dallas, Texas 75202, or at such other time or on such other date or at such other place as Seller and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the \u201c Closing Date \u201d), to be effective as of 12:01 a.m. on January 1, 2019 (the \u201c Effective Time \u201d).", "references": ["Titles", "Change In Control", "Venues", "Subsidiaries", "Terminations", "General", "Agreements", "Base Salary", "Duties", "Applicable Laws", "Defined Terms", "Effective Dates", "Solvency", "Books", "Waiver Of Jury Trials", "Terms", "Binding Effects", "Death", "Definitions", "Jurisdictions", "Authorizations", "Sanctions", "Construction", "Enforcements", "Assignments", "Waivers", "Anti-Corruption Laws", "Assigns", "Benefits", "Sales", "Closings"], "gold": ["Closings"]}
+{"input": "The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word \"including\" in this Agreement shall be by way of example rather than by limitation.", "references": ["Adjustments", "Records", "Enforcements", "Interests", "Amendments", "Litigations", "Assignments", "Warranties", "Use Of Proceeds", "Anti-Corruption Laws", "Defined Terms", "Taxes", "Remedies", "Effectiveness", "Authorizations", "Confidentiality", "Disclosures", "Further Assurances", "Vacations", "Approvals", "Duties", "Liens", "Specific Performance", "No Defaults", "General", "Transactions With Affiliates", "Non-Disparagement", "Indemnity", "Organizations", "Titles", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Agreement contains the entire Agreement between the Company and the Employee and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof.", "references": ["Authority", "Fees", "Vesting", "Benefits", "Sanctions", "Arbitration", "Warranties", "Powers", "Indemnity", "Releases", "No Defaults", "Titles", "Vacations", "Books", "Agreements", "Waivers", "Compliance With Laws", "Approvals", "Survival", "Effectiveness", "Remedies", "Anti-Corruption Laws", "Qualifications", "Waiver Of Jury Trials", "Litigations", "Financial Statements", "Solvency", "Closings", "Jurisdictions", "General", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Section 14.22 of the Program Agreement is incorporated herein, mutatis mutandis .", "references": ["Benefits", "Costs", "Approvals", "Remedies", "Survival", "Cooperation", "Intellectual Property", "Organizations", "Assignments", "Payments", "Terminations", "Tax Withholdings", "Interests", "Construction", "Counterparts", "Liens", "Adjustments", "Modifications", "Confidentiality", "Indemnity", "Subsidiaries", "Change In Control", "Indemnifications", "Sales", "Amendments", "Warranties", "Titles", "Submission To Jurisdiction", "Agreements", "Authority", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement, the Proprietary Rights Agreement, the Indemnification Agreement and any Company equity incentive plan and related award agreements evidencing outstanding equity awards held by Executive together constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, including the Prior Agreement; provided , that this Agreement shall supersede any other written agreement (including any equity award agreement) between Executive and the Company as expressly provided in Section 6.2(f). This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.", "references": ["Employment", "Enforcements", "Powers", "Interpretations", "Benefits", "Indemnity", "Withholdings", "Vacations", "Cooperation", "Titles", "Organizations", "Effectiveness", "Amendments", "Records", "Submission To Jurisdiction", "Construction", "Integration", "Taxes", "Governing Laws", "Change In Control", "Expenses", "No Defaults", "Brokers", "Interests", "Participations", "Financial Statements", "Use Of Proceeds", "Sanctions", "Fees", "Severability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement or any other Loan Document are for convenience only, and neither limit nor amplify the provisions of this Agreement or such other Loan Document.", "references": ["Agreements", "Specific Performance", "Existence", "Notices", "Employment", "Waivers", "Defined Terms", "Jurisdictions", "Publicity", "No Defaults", "Payments", "Subsidiaries", "Liens", "Authorizations", "Authority", "No Waivers", "Cooperation", "Terms", "Submission To Jurisdiction", "Enforceability", "Positions", "Governing Laws", "Litigations", "Taxes", "Participations", "Transactions With Affiliates", "Successors", "Enforcements", "Consents", "Waiver Of Jury Trials", "Titles"], "gold": ["Titles"]}
+{"input": "During the Employment Period, the Company shall pay to Executive an annualized base salary of $425,000 (the \u201c Base Salary \u201d) in consideration for Executive\u2019s services under this Agreement, payable on a not less than monthly basis, in conformity with the Company\u2019s customary payroll practices for executives.", "references": ["Submission To Jurisdiction", "Cooperation", "No Waivers", "Records", "No Defaults", "Erisa", "Powers", "Withholdings", "Miscellaneous", "Governing Laws", "Construction", "Payments", "Expenses", "General", "Authorizations", "Remedies", "Interpretations", "Disclosures", "Definitions", "Organizations", "Waivers", "Successors", "Arbitration", "Enforcements", "Sales", "Disability", "Interests", "Approvals", "Severability", "Survival", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "In the event the Board of Arbitration pursuant to Section 13 hereof determines that any portion of this Agreement is in violation of any statute or public policy, only the portions of this Agreement that violate such statute or public policy shall be stricken. All portions of this Agreement that not violate any statute or public policy shall continue in full force and effect, to be read and construed as if such provisions were originally deleted. Further, any Board of Arbitration striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties in entering this Agreement.", "references": ["Waivers", "Disclosures", "Vesting", "Binding Effects", "Financial Statements", "Benefits", "Payments", "Authorizations", "Capitalization", "Publicity", "Miscellaneous", "Governing Laws", "No Conflicts", "Subsidiaries", "Use Of Proceeds", "Tax Withholdings", "Terms", "Sales", "Liens", "Venues", "Expenses", "Integration", "Terminations", "Change In Control", "Assignments", "Records", "Forfeitures", "Successors", "Adjustments", "Base Salary", "Severability"], "gold": ["Severability"]}
+{"input": "All duties, fees, reasonable costs and expenses (including, without limitation, legal fees and expenses) and other compensation contemplated hereby, payable to the Agents and the Lenders or otherwise payable in respect of the Transactions shall have been paid to the extent due.", "references": ["Consent To Jurisdiction", "Vesting", "Terminations", "Authorizations", "No Defaults", "Expenses", "Sales", "Specific Performance", "Insurances", "Defined Terms", "Employment", "Records", "Solvency", "Effective Dates", "Representations", "Definitions", "Base Salary", "No Conflicts", "Intellectual Property", "Binding Effects", "Capitalization", "Counterparts", "Publicity", "Disability", "Construction", "Organizations", "Adjustments", "Payments", "Interests", "Indemnity", "Fees"], "gold": ["Fees"]}
+{"input": "THIS SECURITY AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE.", "references": ["Costs", "Effectiveness", "Definitions", "Authorizations", "Notices", "Books", "Disclosures", "Assignments", "Records", "Effective Dates", "Closings", "Brokers", "Entire Agreements", "Submission To Jurisdiction", "Subsidiaries", "Tax Withholdings", "Expenses", "Construction", "Transactions With Affiliates", "Agreements", "Headings", "Forfeitures", "Counterparts", "Defined Terms", "Waivers", "Terminations", "Powers", "Anti-Corruption Laws", "Liens", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This BAA may be executed in any number of counterparts, each of which will be deemed an original and constitute one and the same instrument.\u00a0\u00a0Further, execution by use of facsimile or electronically scanned signatures will have the same force and effect as original signatures.", "references": ["Effectiveness", "Non-Disparagement", "Binding Effects", "Enforcements", "Base Salary", "Entire Agreements", "Enforceability", "Cooperation", "Miscellaneous", "Erisa", "Sales", "Confidentiality", "Authorizations", "Definitions", "Effective Dates", "Subsidiaries", "Costs", "Publicity", "Records", "Intellectual Property", "Agreements", "Indemnity", "Insurances", "Assignments", "Brokers", "Amendments", "Tax Withholdings", "Successors", "Representations", "Consents", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company shall have the right to approve, before issuance any press release or any other public statement with respect to the transactions contemplated hereby made by any other Party; and the Company shall be entitled, without the prior approval of Buyer, to issue any press release or other public disclosure with respect to such transactions required under applicable securities or other laws or regulations or as it otherwise deems appropriate.", "references": ["Books", "Survival", "Integration", "Binding Effects", "Submission To Jurisdiction", "Counterparts", "Transactions With Affiliates", "Arbitration", "Governing Laws", "Benefits", "Liens", "Adjustments", "Consent To Jurisdiction", "Compliance With Laws", "Waiver Of Jury Trials", "Applicable Laws", "Successors", "Qualifications", "Intellectual Property", "Assignments", "Use Of Proceeds", "Notices", "Disclosures", "Terminations", "Titles", "Vacations", "Approvals", "Specific Performance", "Waivers", "Interests", "Publicity"], "gold": ["Publicity"]}
+{"input": "Each of the parties hereto represents and warrants to the other parties that: (a)\u00a0such party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b)\u00a0this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c)\u00a0except as previously disclosed by the Company, this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.", "references": ["Vacations", "Arbitration", "Assigns", "Binding Effects", "Sanctions", "Cooperation", "Vesting", "Entire Agreements", "Severability", "Governing Laws", "Confidentiality", "Miscellaneous", "Erisa", "Venues", "Base Salary", "Powers", "Non-Disparagement", "Applicable Laws", "Approvals", "Specific Performance", "Existence", "Employment", "Terms", "Benefits", "Compliance With Laws", "Defined Terms", "Integration", "Modifications", "Positions", "Sales", "Representations"], "gold": ["Representations"]}
+{"input": "Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section\u00a02 or any property subject thereto.", "references": ["Liens", "Taxes", "Indemnifications", "Enforcements", "Remedies", "Integration", "Anti-Corruption Laws", "Notices", "Tax Withholdings", "Terms", "Employment", "Assigns", "Disability", "Participations", "Enforceability", "Titles", "Authorizations", "Solvency", "Consent To Jurisdiction", "Brokers", "Submission To Jurisdiction", "Modifications", "Defined Terms", "Indemnity", "Subsidiaries", "Powers", "Forfeitures", "Binding Effects", "Severability", "Waiver Of Jury Trials", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as disclosed herein or in Schedule 3.10, HTS has accurately and completely filed with the appropriate United States state, local and foreign (including but not limited to Israeli) governmental agencies all tax returns and reports required to be filed (subject to permitted extensions applicable to such filings), and has paid or accrued in full all taxes, duties, charges, withholding obligations and other governmental liabilities as well as any interest, penalties, assessments or deficiencies, if any, due to, or claimed to be due by, any governmental authority (including taxes on properties, income, franchises, licenses, sales and payroll). (All such items are collectively referred to herein as \u201cTaxes\u201d). The HTS Financial Statements fully accrue or reserve all current and deferred taxes. HTS is not a party to any pending action or proceeding, nor is any such action or proceeding threatened by any governmental authority for the assessment or collection of Taxes. No liability for taxes has been incurred other than in the ordinary course of business. There are no liens for Taxes except for liens for property taxes not yet delinquent. HTS is not a party to any Tax sharing, Tax allocation, Tax indemnity or statute of limitations extension or waiver agreement and in the past year has not been included on any consolidated combined or unitary return with any entity other than HTS. HTS has duly withheld from each payment made to each person from whom such withholding is required by law the amount of all Taxes or other sums (including but not limited to United States federal income taxes, any applicable state or municipal income tax, disability tax, unemployment insurance contribution and Federal Insurance Contribution Act taxes) required to be withheld therefore and has paid the same to the proper tax authorities prior to the due date thereof. To the extent any Taxes withheld by HTS have not been paid as of the Closing Date because such Taxes were not yet due, such Taxes will be paid to the proper tax authorities in a timely manner. All Tax returns filed by HTS are accurate and comply with and were prepared in accordance with applicable statutes and regulations. The Sellers will cause HTS to prepare and file all Tax returns and pay all Taxes required prior to the Closing. Such Tax returns will be subject to review and approval by Buyer, which approval will not be unreasonably withheld.", "references": ["Duties", "Publicity", "Change In Control", "Benefits", "Existence", "Base Salary", "Submission To Jurisdiction", "Terminations", "Authority", "No Waivers", "Approvals", "Compliance With Laws", "No Conflicts", "Venues", "Disclosures", "Financial Statements", "Capitalization", "Consents", "Liens", "Employment", "Brokers", "Vacations", "Confidentiality", "Authorizations", "Releases", "Disability", "Insurances", "No Defaults", "Governing Laws", "Interpretations", "Taxes"], "gold": ["Taxes"]}
+{"input": "Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and abandoned by the Board of Directors of Tiptree at any time prior to the date of filing the Certificate of Merger and the Articles of Merger.", "references": ["Assigns", "Defined Terms", "Amendments", "Jurisdictions", "No Conflicts", "Definitions", "Withholdings", "Benefits", "Fees", "Representations", "Effectiveness", "Sanctions", "Costs", "Capitalization", "Employment", "Records", "Interpretations", "Effective Dates", "Taxes", "Vesting", "Subsidiaries", "Anti-Corruption Laws", "No Defaults", "Enforceability", "Authority", "Disclosures", "Duties", "No Waivers", "Solvency", "Severability", "Terminations"], "gold": ["Terminations"]}
+{"input": "In the event that a Change in Control occurs during the Performance Cycle, all of the PSUs subject to this Award will be cancelled in exchange for a cash payment equal to the value, determined as of the date of the CIC of (i)\u00a0the number of PSUs earned, as determined pursuant to Section\u00a03(a) , with respect to each completed Annual Performance Period plus (ii)\u00a0the number of PSUs deemed to have been earned with respect to each current or future Annual Performance Period.\u00a0 The number of PSUs deemed to have been earned for each incomplete Annual Performance Period will be determined by multiplying (x)\u00a0one-third of the total number of PSUs subject to this Award by (ii)\u00a0the greater of the percentage of achievement had the performance for such period been achieved at target or the percentage of achievement based on the actual performance for such period measured to the date of the Change in Control (or the closest date to the Change in Control as of which such performance may reasonably be determined).\u00a0 Any amounts payable pursuant to this Section\u00a02(d)\u00a0shall be made in accordance with Section\u00a09 of the Plan.", "references": ["Warranties", "Assignments", "Headings", "Sanctions", "Vesting", "Employment", "Consents", "Indemnifications", "Liens", "Applicable Laws", "Forfeitures", "General", "Jurisdictions", "Cooperation", "Participations", "Closings", "Powers", "Expenses", "Interests", "Publicity", "Counterparts", "Records", "Entire Agreements", "Base Salary", "Existence", "Taxes", "Anti-Corruption Laws", "Positions", "Organizations", "Miscellaneous", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations among the Parties with respect to the subject matter hereof.", "references": ["Agreements", "Remedies", "Subsidiaries", "Use Of Proceeds", "Consents", "Survival", "Benefits", "Taxes", "Existence", "Modifications", "Indemnity", "Adjustments", "Withholdings", "General", "Records", "No Waivers", "Positions", "Interests", "Governing Laws", "Organizations", "Disclosures", "Further Assurances", "Costs", "Jurisdictions", "Change In Control", "Terminations", "Authorizations", "Representations", "Forfeitures", "Duties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If Executive commits a breach of any of the provisions of this Section 5 or Section 6 below, the Company shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company Gruop are of a special, unique and extraordinary character and that any such breach will cause irreparable injury to the Company Group and that money damages will not provide an adequate remedy to the Company Group. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Accordingly, Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement (without posting a bond or other security) if the Company establishes a violation of Section 5 or Section 6 of this Agreement.", "references": ["No Waivers", "Insurances", "Closings", "Adjustments", "Brokers", "Indemnity", "Capitalization", "Submission To Jurisdiction", "Liens", "Benefits", "Financial Statements", "Effectiveness", "Remedies", "Publicity", "No Conflicts", "Existence", "Successors", "Tax Withholdings", "Arbitration", "Sales", "Severability", "Death", "Entire Agreements", "Assignments", "Binding Effects", "Records", "Withholdings", "Assigns", "Further Assurances", "Warranties", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "In the event of a Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that (i)\u00a0Awards may be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii)\u00a0upon written notice to a Participant, that the Participant\u2019s Awards will terminate upon or immediately prior to the consummation of such Change in Control; (iii)\u00a0outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv)\u00a0(A)\u00a0the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant\u2019s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant\u2019s rights, then such Award may be terminated by the Company without payment), or (B)\u00a0the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v)\u00a0any combination of the foregoing.\u00a0 In taking any of the actions permitted under this Section\u00a014(c), the Administrator will not be required to treat all Awards similarly in the transaction.", "references": ["Vacations", "Severability", "Specific Performance", "Effective Dates", "Consents", "Authorizations", "Releases", "Integration", "Interpretations", "No Waivers", "Indemnity", "Miscellaneous", "Authority", "Waiver Of Jury Trials", "Brokers", "Intellectual Property", "Books", "Construction", "Insurances", "Financial Statements", "Definitions", "Headings", "Solvency", "Qualifications", "Indemnifications", "Non-Disparagement", "Jurisdictions", "Subsidiaries", "Costs", "Waivers", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The descriptive headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.", "references": ["Disclosures", "Disability", "Notices", "Base Salary", "Jurisdictions", "Effectiveness", "Publicity", "Compliance With Laws", "No Waivers", "Successors", "Sales", "Benefits", "Existence", "Withholdings", "Binding Effects", "Vacations", "Terminations", "Duties", "Interpretations", "Financial Statements", "Taxes", "Releases", "Brokers", "Liens", "Participations", "Enforcements", "Vesting", "Effective Dates", "Employment", "Waiver Of Jury Trials", "Headings"], "gold": ["Headings"]}
+{"input": "Set forth on Schedule 5.21(b ) , as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02 , is a list of all registered or issued intellectual property (including all applications for registration and issuance) owned by each of the Loan Parties or that each of the Loan Parties has the right to (including the name/title, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the Administrative Agent).", "references": ["Further Assurances", "General", "Authority", "Employment", "Agreements", "Terminations", "Waivers", "Survival", "Death", "Benefits", "Capitalization", "Taxes", "Disclosures", "Approvals", "No Waivers", "No Defaults", "Notices", "Counterparts", "Modifications", "Non-Disparagement", "Entire Agreements", "Amendments", "Closings", "Authorizations", "Litigations", "Powers", "Jurisdictions", "Releases", "Effective Dates", "Existence", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "All news releases, publicity or advertising by Borrower, any other Loan Party or their respective Affiliates through any media intended to reach the general public, which refers to the Securitization of the Loan, the Loan Documents or the financing evidenced by the Loan Documents, to Lender or its Affiliates shall be subject to the prior written approval of Lender in its reasonable discretion (provided Lender shall be deemed to have approved if it shall fail to object to the same in written notice to Borrower within five (5)\u00a0Business Days after receipt of the aforementioned news releases, publicity or advertising).", "references": ["Cooperation", "Adjustments", "Submission To Jurisdiction", "Assignments", "Integration", "Records", "Enforceability", "Effectiveness", "Liens", "Governing Laws", "Agreements", "Forfeitures", "Specific Performance", "Solvency", "Employment", "Payments", "Erisa", "Organizations", "Modifications", "Expenses", "Remedies", "Assigns", "Positions", "Vacations", "Fees", "Consents", "Further Assurances", "Books", "General", "Existence", "Publicity"], "gold": ["Publicity"]}
+{"input": "The Escrow Payment shall not be held in an interest bearing account nor will interest be payable in connection therewith. In the event the Escrow Payment is deposited in an interest bearing account, any interest accrued will be paid by the Escrow Agent to the Seller .", "references": ["Integration", "Terms", "Defined Terms", "Base Salary", "Definitions", "Effective Dates", "Expenses", "Headings", "Use Of Proceeds", "Solvency", "Brokers", "Applicable Laws", "General", "Interpretations", "Consents", "Positions", "Costs", "Cooperation", "Construction", "Sanctions", "Severability", "No Conflicts", "Disability", "Enforcements", "Publicity", "Non-Disparagement", "Fees", "Litigations", "Remedies", "Arbitration", "Interests"], "gold": ["Interests"]}
+{"input": "The Company shall not, and shall use its commercially reasonable efforts to ensure that no affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section\u00a02 of the Securities Act) that will be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchaser, or that will be integrated with the offer or sale of the Shares for purposes of the rules\u00a0and regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.", "references": ["Modifications", "Authority", "Venues", "Participations", "Compliance With Laws", "Indemnity", "Counterparts", "Enforceability", "Positions", "Submission To Jurisdiction", "Brokers", "Jurisdictions", "Enforcements", "Arbitration", "Intellectual Property", "General", "Miscellaneous", "No Conflicts", "Use Of Proceeds", "Powers", "Remedies", "No Defaults", "Change In Control", "Base Salary", "Construction", "No Waivers", "Confidentiality", "Survival", "Sanctions", "Indemnifications", "Integration"], "gold": ["Integration"]}
+{"input": "All headings in this Second Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.", "references": ["Confidentiality", "Disability", "Sanctions", "Qualifications", "Positions", "Powers", "Assignments", "Entire Agreements", "Effective Dates", "Notices", "Waivers", "Counterparts", "Assigns", "Disclosures", "Warranties", "Specific Performance", "Transactions With Affiliates", "Effectiveness", "Solvency", "Brokers", "Forfeitures", "Use Of Proceeds", "Closings", "Submission To Jurisdiction", "Titles", "Publicity", "Change In Control", "Modifications", "Amendments", "Waiver Of Jury Trials", "Headings"], "gold": ["Headings"]}
+{"input": "The Company will comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, Luxembourg Domiciliary Law, Environmental Laws and ERISA and the rules and regulations thereunder) except where (i)\u00a0the necessity of compliance therewith is contested in good faith by appropriate proceedings, (ii)\u00a0no officer of the Company is aware that the Company or any Subsidiary has failed to comply therewith or (iii)\u00a0the Company has reasonably concluded that failure to comply is not likely to have a Material Adverse Effect. The Company will maintain in effect policies and procedures reasonably designed to promote compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["Transactions With Affiliates", "Severability", "Integration", "Terminations", "Subsidiaries", "Jurisdictions", "Solvency", "Litigations", "Interests", "Construction", "Withholdings", "Survival", "Effective Dates", "Consent To Jurisdiction", "Authority", "Participations", "Sales", "Benefits", "Specific Performance", "Costs", "Qualifications", "Counterparts", "Headings", "Erisa", "Terms", "Authorizations", "Warranties", "Powers", "No Defaults", "General", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If any portion or provision of this 2018 Outperformance Plan shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this 2018 Outperformance Plan, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this 2018 Outperformance Plan shall be valid and enforceable to the fullest extent permitted by law.", "references": ["Headings", "Benefits", "Releases", "Adjustments", "Participations", "Publicity", "Remedies", "Employment", "Financial Statements", "Jurisdictions", "No Conflicts", "Cooperation", "Disability", "Notices", "Taxes", "Sales", "Authorizations", "Modifications", "Withholdings", "Sanctions", "Existence", "No Defaults", "Compliance With Laws", "Further Assurances", "Submission To Jurisdiction", "Powers", "Solvency", "Vacations", "Waiver Of Jury Trials", "Amendments", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Borrower shall (and shall cause each of its Subsidiaries to) maintain with financially sound and reputable independent insurers, 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, including workers\u2019 compensation insurance, public liability and property and casualty insurance.", "references": ["Withholdings", "Approvals", "Cooperation", "Solvency", "Governing Laws", "Expenses", "Releases", "Enforcements", "Financial Statements", "Change In Control", "Liens", "Arbitration", "Qualifications", "Litigations", "Powers", "Warranties", "Compliance With Laws", "Authorizations", "Sanctions", "Confidentiality", "Amendments", "Employment", "Benefits", "Defined Terms", "Participations", "Representations", "Fees", "Assigns", "Counterparts", "Terms", "Insurances"], "gold": ["Insurances"]}
+{"input": "EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF ANY PARTY.", "references": ["Books", "Tax Withholdings", "Miscellaneous", "Insurances", "Effectiveness", "Transactions With Affiliates", "Notices", "Existence", "Warranties", "Jurisdictions", "Indemnifications", "Brokers", "Erisa", "Further Assurances", "Specific Performance", "Disclosures", "Agreements", "Participations", "No Waivers", "General", "Integration", "Survival", "Amendments", "Qualifications", "Sales", "Terms", "Intellectual Property", "Assigns", "Representations", "Duties", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Executive agrees to provide reasonable assistance to and cooperation with the Company following the Separation Date in connection with any Company matters for which Executive had knowledge or responsibility while employed by the Company. If the Company is involved in any legal action or investigation, including but not limited to any internal investigation, after Executive\u2019s Separation Date relating to events which occurred during Executive\u2019s employment, Executive agrees to cooperate with the Company to the fullest extent possible, including cooperating in the preparation, prosecution, or defense of the Company\u2019s case, including, but not limited to, the execution of affidavits or documents or providing information requested by the Company. Executive agrees that, in the event he is served with a subpoena, document request, interrogatory, or any other legal process that will or may require Executive to disclose any confidential information following the Separation Date, Executive will immediately notify the Company\u2019s corporate counsel of such fact, in writing, and provide a copy of such subpoena, document request, interrogatory, or other legal process, and shall thereafter cooperate with the Company in any lawful response to such subpoena, document request, interrogatory, or legal process as the Company may request without any further compensation to Executive. The provisions of this Section will survive, following the expiration, suspension or termination, for any reason, of this Agreement.", "references": ["Modifications", "Defined Terms", "Consents", "Jurisdictions", "Indemnifications", "Applicable Laws", "Headings", "Base Salary", "Remedies", "Employment", "Submission To Jurisdiction", "Intellectual Property", "Benefits", "Arbitration", "Confidentiality", "Effective Dates", "Representations", "Qualifications", "Interests", "Governing Laws", "Releases", "Binding Effects", "Brokers", "Publicity", "Powers", "Titles", "No Waivers", "Solvency", "Closings", "Assigns", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The execution, delivery and performance by the Borrower, the Subsidiary Guarantor and each Designated Borrower of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate action, and do not and will not contravene (a)\u00a0the terms of any of the Borrower\u2019s, the Subsidiary Guarantor\u2019s or any Designated Borrower\u2019s Organization Documents or (b)\u00a0any Law or any material contractual restriction binding on or affecting it, except, in each case referred to in clause (b), to the extent such contravention could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Records", "Death", "Anti-Corruption Laws", "Benefits", "Brokers", "Severability", "Transactions With Affiliates", "Specific Performance", "Publicity", "Duties", "Adjustments", "Taxes", "Withholdings", "Interests", "Terminations", "Change In Control", "Amendments", "Vesting", "Notices", "Modifications", "Compliance With Laws", "Solvency", "Submission To Jurisdiction", "Powers", "Participations", "Erisa", "Remedies", "Books", "Further Assurances", "Intellectual Property", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,\u00a0 agree to purchase, up to an aggregate of $ \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 of Shares and Warrants.\u00a0 Each Purchaser\u2019s Subscription Amount as set forth on the signature page\u00a0hereto executed by such Purchaser shall be made available for \u201cDelivery Versus Payment\u201d settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section\u00a02.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section\u00a02.2 deliverable at the Closing.\u00a0 Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.\u00a0 Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via \u201cDelivery Versus Payment\u201d (\u201c DVP \u201d) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers\u2019 names and addresses and released by the Transfer Agent directly to the account(s)\u00a0at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).", "references": ["Remedies", "Successors", "Benefits", "Vesting", "Participations", "Expenses", "Use Of Proceeds", "Effective Dates", "Non-Disparagement", "Agreements", "Notices", "Disability", "Applicable Laws", "Modifications", "Duties", "Indemnity", "Costs", "Construction", "Capitalization", "Definitions", "No Waivers", "Payments", "Liens", "Venues", "Interests", "Authority", "Base Salary", "Enforceability", "No Conflicts", "General", "Closings"], "gold": ["Closings"]}
+{"input": "During the Employment Period, except as specifically provided herein, (i)\u00a0the Executive shall be entitled to participate in all savings and retirement plans, practices, policies and programs of the Company that are made available generally to other senior executive officers of the Company, including the IMS Health Retirement Plan, the IMS Health Savings Equalization Plan, and the IMS Health Retirement Excess Plan (in each case, or any successor plan), but excluding the IMS Health Defined Contribution Executive Retirement Plan and those plans maintained for legacy employees of Quintiles Transnational Holdings Inc., (ii) the Executive shall be entitled to be reimbursed up to $50,000 per year in the aggregate for home security and financial and estate planning expenses, tax preparation services and executive physical exams, (iii)\u00a0the Executive shall be entitled to use a Company-leased automobile and be reimbursed for operating expenses relating to such automobile, (iv)\u00a0the Executive shall be entitled to use the Company\u2019s aircraft for business use and for up to 150 hours per year of personal use, subject, in the case of personal use, to the business needs of the Company, and the Executive\u2019s family may accompany the Executive on any such travel, and (v)\u00a0the Executive and/or the Executive\u2019s family, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all of the Company\u2019s welfare benefit plans, practices, policies and programs, including, but not limited to, its disability and health insurance plans and vacation/sick/personal days provided by the Company, which are made available generally to other senior executive officers of the Company (for the avoidance of doubt, such plans, practices, policies or programs shall not include any plan, practice, policy or program which provides benefits in the nature of severance or continuation pay), subject, in each case, to the terms and conditions of the applicable Company plan, practice, policy or program and subject, in the case of any reimbursement, to the Company\u2019s policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of the Company.", "references": ["Books", "Enforceability", "Organizations", "Compliance With Laws", "Governing Laws", "Change In Control", "No Conflicts", "Jurisdictions", "Fees", "Consent To Jurisdiction", "Consents", "Withholdings", "Erisa", "Headings", "Indemnity", "Amendments", "Severability", "Authorizations", "Participations", "Use Of Proceeds", "Costs", "Effective Dates", "Submission To Jurisdiction", "Publicity", "Survival", "No Waivers", "Existence", "Defined Terms", "Sanctions", "Financial Statements", "Benefits"], "gold": ["Benefits"]}
+{"input": "The illegality or unenforceability in any jurisdiction of any provision hereof or of any document required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or such other document in such jurisdiction or such provision in any other jurisdiction.", "references": ["Indemnifications", "Survival", "Sales", "Approvals", "Miscellaneous", "Transactions With Affiliates", "Applicable Laws", "Financial Statements", "Tax Withholdings", "Governing Laws", "Headings", "No Conflicts", "Non-Disparagement", "Participations", "Terms", "Submission To Jurisdiction", "Employment", "Notices", "Expenses", "Titles", "Venues", "Defined Terms", "Representations", "Assigns", "Organizations", "Warranties", "Enforcements", "Powers", "Effectiveness", "Duties", "Severability"], "gold": ["Severability"]}
+{"input": "The provisions of this Agreement (other than Section \u00a05 ) shall terminate upon the earliest to occur of ( i )\u00a0its termination by the written agreement of all parties hereto or their respective successors in interest, ( ii )\u00a0the date on which the CD&R Stockholders cease to own any Registrable Securities or shares of Preferred Stock and ( iii )\u00a0the dissolution, liquidation or winding up of the Company. Nothing herein shall relieve any party from any liability for the breach of any of the agreements set forth in this Agreement.", "references": ["Submission To Jurisdiction", "Transactions With Affiliates", "Amendments", "Death", "Fees", "Consent To Jurisdiction", "No Defaults", "Applicable Laws", "Interpretations", "Further Assurances", "Litigations", "Severability", "Successors", "Definitions", "Cooperation", "Expenses", "Enforcements", "Consents", "General", "Miscellaneous", "Counterparts", "Authority", "Defined Terms", "Effectiveness", "Headings", "Terms", "Entire Agreements", "Adjustments", "Indemnity", "Participations", "Terminations"], "gold": ["Terminations"]}
+{"input": "All of the representations, warranties, covenants, and indemnities hereunder (including environmental matters under Article 4 ) , and under the indemnification provisions of the other Loan Documents shall survive the repayment in full of the Loan and the release of the Liens evidencing or securing the Loan, and shall survive the Transfer (by sale, foreclosure, conveyance in lieu of foreclosure or otherwise) of any or all right, title and interest in and to the Project to any party, whether or not an Affiliate of Borrower.", "references": ["Defined Terms", "Death", "Forfeitures", "Compliance With Laws", "General", "Agreements", "Powers", "Headings", "Definitions", "Applicable Laws", "Costs", "Specific Performance", "Confidentiality", "Integration", "Positions", "Waivers", "Records", "Fees", "Counterparts", "Duties", "Consent To Jurisdiction", "Vesting", "Transactions With Affiliates", "Warranties", "Publicity", "Authorizations", "Base Salary", "No Waivers", "Assignments", "Non-Disparagement", "Survival"], "gold": ["Survival"]}
+{"input": "TO THE EXTENT NOT PREEMPTED BY THE LAWS OF THE UNITED STATES OR ANY OTHER LAW MANDATORILY APPLYING TO A PARTICIPANT\u2019S EMPLOYMENT, THE LAWS OF THE STATE OF ILLINOIS SHALL BE THE CONTROLLING LAW IN ALL MATTERS RELATING TO THE PROGRAM.", "references": ["Authority", "Use Of Proceeds", "Fees", "Subsidiaries", "Terminations", "Adjustments", "Records", "Integration", "Confidentiality", "Authorizations", "Consents", "General", "Effectiveness", "Qualifications", "Representations", "Cooperation", "Sanctions", "Non-Disparagement", "Duties", "Brokers", "Submission To Jurisdiction", "Severability", "Agreements", "Positions", "Miscellaneous", "Definitions", "Notices", "Amendments", "Intellectual Property", "Vesting", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Schedule 5.09 sets forth a true, complete and correct description in all material respects of all insurance maintained by Parent and each of its Restricted Subsidiaries on the Closing Date. The properties of Parent and each of its Restricted Subsidiaries are insured with insurance companies that Parent believes are financially sound and reputable that are not Affiliates of Parent, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are prudent in the reasonable business judgment of Parent\u2019s officers.", "references": ["Solvency", "Forfeitures", "Indemnity", "Participations", "Waiver Of Jury Trials", "Financial Statements", "Modifications", "Organizations", "Enforceability", "Further Assurances", "No Defaults", "Existence", "Interpretations", "Powers", "Compliance With Laws", "Counterparts", "Death", "Arbitration", "Sanctions", "Warranties", "Effectiveness", "Miscellaneous", "Terminations", "Specific Performance", "Defined Terms", "Subsidiaries", "Employment", "Non-Disparagement", "Base Salary", "Remedies", "Insurances"], "gold": ["Insurances"]}
+{"input": "During the Term, Executive shall serve as Executive Vice President -- Business Head of Semiconductor Business, reporting directly to the Chief Executive Officer of Vishay or such other individual as may be designated by the Chief Executive Officer of Vishay from time to time.", "references": ["Arbitration", "Enforcements", "Interpretations", "Defined Terms", "Closings", "Financial Statements", "Duties", "Applicable Laws", "Base Salary", "Capitalization", "Effectiveness", "Terminations", "Litigations", "Existence", "Assignments", "Expenses", "Approvals", "Successors", "Books", "General", "Powers", "Indemnity", "Records", "Insurances", "Participations", "Representations", "Severability", "Costs", "Remedies", "Titles", "Positions"], "gold": ["Positions"]}
+{"input": "The Plan, the Grant Notice, this Agreement (including any exhibit\u00a0hereto) and the applicable terms of any employment agreement between Participant and the Company constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company, the Subsidiaries and Participant with respect to the subject matter hereof.", "references": ["Approvals", "Interpretations", "Payments", "Confidentiality", "Authority", "Enforcements", "Interests", "Brokers", "Costs", "Capitalization", "Solvency", "Defined Terms", "Positions", "Enforceability", "Effectiveness", "Terminations", "Terms", "Transactions With Affiliates", "Representations", "Vesting", "Financial Statements", "Arbitration", "Assigns", "Sanctions", "Taxes", "Records", "Powers", "No Conflicts", "Binding Effects", "Organizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Award Certificate represents the entire understanding and agreement between the parties with respect to the subject matter of this Award Certificate and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters.", "references": ["Existence", "Solvency", "Financial Statements", "Use Of Proceeds", "Waivers", "Payments", "Authorizations", "Disclosures", "Further Assurances", "Approvals", "Applicable Laws", "Publicity", "Authority", "Costs", "Survival", "Agreements", "Binding Effects", "Benefits", "Vesting", "Effectiveness", "Terms", "Withholdings", "Sales", "Counterparts", "Effective Dates", "Venues", "Litigations", "Qualifications", "Non-Disparagement", "No Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state, and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Ms. Hummel agrees that she shall be exclusively liable for the payment of all taxes that may be due as the result of any amounts payable pursuant to this Agreement, and she hereby represents that she will make payments of such taxes at the time and in the amount required of her. The Company makes no representations or warranties regarding the tax obligations or liabilities of Ms. Hummel. Ms. Hummel agrees that, if she fails to comply with this Section, she will indemnify fully the Company from and against payment of any taxes, interest, and/or penalties that are required of the Company by any government agency, at any time, as a result of payment of any amounts payable pursuant to this Agreement.", "references": ["Effective Dates", "Enforceability", "Arbitration", "Miscellaneous", "Governing Laws", "Expenses", "Severability", "Powers", "Base Salary", "Insurances", "Interpretations", "Confidentiality", "Survival", "No Waivers", "Titles", "Submission To Jurisdiction", "Waivers", "Death", "Brokers", "Payments", "Specific Performance", "Terminations", "Applicable Laws", "Interests", "No Defaults", "Books", "Sanctions", "Benefits", "Solvency", "Counterparts", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Depositor makes the following representations and warranties about the Sold Property and the 2018-B Reference Pool on which the Issuer is relying in purchasing the Sold Property.\u00a0 The representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture.", "references": ["No Defaults", "Terms", "Specific Performance", "Indemnifications", "Death", "Participations", "Headings", "Effective Dates", "Intellectual Property", "Financial Statements", "Counterparts", "Organizations", "Disclosures", "Withholdings", "Remedies", "Arbitration", "Expenses", "Subsidiaries", "Indemnity", "Enforceability", "Titles", "Integration", "Interests", "Amendments", "Further Assurances", "Forfeitures", "Costs", "Adjustments", "Binding Effects", "Use Of Proceeds", "Representations"], "gold": ["Representations"]}
+{"input": "Upon the terms and conditions hereinafter set forth, the Company hereby agrees to retain the services of Executive and Executive hereby accepts such employment and agrees to faithfully and diligently serve as the Chief Executive Officer of the Company (the \u201c CFO \u201d) in accordance with this Agreement, commencing on the Effective Date and, unless terminated earlier pursuant to Section 6 of this Agreement, continuing until the close of business on the one- year anniversary of the Effective Date (the \u201c Employment Term \u201d).", "references": ["Disclosures", "Intellectual Property", "Arbitration", "Change In Control", "Expenses", "Erisa", "Effectiveness", "Anti-Corruption Laws", "Use Of Proceeds", "Fees", "Definitions", "Costs", "General", "Liens", "Solvency", "Sanctions", "Defined Terms", "Positions", "Payments", "Qualifications", "Withholdings", "Integration", "Governing Laws", "Disability", "Books", "Enforcements", "Effective Dates", "Jurisdictions", "Terminations", "Confidentiality", "Employment"], "gold": ["Employment"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, a L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Duties", "Indemnity", "Forfeitures", "Enforcements", "Tax Withholdings", "Liens", "Use Of Proceeds", "General", "Jurisdictions", "Powers", "Vesting", "Anti-Corruption Laws", "Entire Agreements", "Payments", "Terminations", "Amendments", "Agreements", "Positions", "Authorizations", "Qualifications", "Waiver Of Jury Trials", "Adjustments", "Consents", "Approvals", "Closings", "Disclosures", "Financial Statements", "Confidentiality", "Costs", "Withholdings", "Survival"], "gold": ["Survival"]}
+{"input": "The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party\u2019s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No waiver by either party of any breach by the other party of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Executive or the Authorized Director, as the case may be.", "references": ["Intellectual Property", "Indemnity", "Taxes", "Interests", "Severability", "Costs", "Waiver Of Jury Trials", "Arbitration", "Change In Control", "Construction", "Compliance With Laws", "Disability", "Consent To Jurisdiction", "Liens", "Specific Performance", "Vesting", "Jurisdictions", "Non-Disparagement", "Entire Agreements", "Tax Withholdings", "Base Salary", "Vacations", "Amendments", "Benefits", "Survival", "Notices", "Adjustments", "Successors", "Submission To Jurisdiction", "Sales", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement, for all purposes, shall be construed in accordance with the laws of Arizona without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Arizona, county of Maricopa. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.", "references": ["Interpretations", "Indemnity", "Base Salary", "Construction", "Sales", "Remedies", "Miscellaneous", "Applicable Laws", "Further Assurances", "Enforceability", "Consent To Jurisdiction", "Interests", "Employment", "Adjustments", "Organizations", "Indemnifications", "Terms", "Successors", "Brokers", "Non-Disparagement", "Disability", "Cooperation", "Liens", "Governing Laws", "Counterparts", "Defined Terms", "Headings", "Waiver Of Jury Trials", "Death", "Vesting", "Venues"], "gold": ["Venues"]}
+{"input": "(a)\u00a0From time to time duly authorize, execute and deliver, or cause to be duly authorized, executed and delivered, such additional instruments, certificates, financing statements, agreements or documents, and take all reasonable actions (including filing UCC and other financing statements but subject to the limitations set forth in the Security Documents), as the Administrative Agent or the Collateral Agent may reasonably request, for the purposes of perfecting the rights of the Administrative Agent, the Collateral Agent and the Secured Parties with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by the Borrower or any other Loan Party which may be deemed to be part of the Collateral) pursuant hereto or thereto.", "references": ["Governing Laws", "Sanctions", "Organizations", "Amendments", "No Conflicts", "Successors", "Subsidiaries", "Counterparts", "Interests", "Warranties", "Terms", "Powers", "Vacations", "Indemnifications", "Cooperation", "Liens", "Assignments", "Remedies", "No Waivers", "Transactions With Affiliates", "Defined Terms", "Construction", "Binding Effects", "Qualifications", "Miscellaneous", "Solvency", "No Defaults", "Titles", "Consent To Jurisdiction", "Costs", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Company represents and warrants to the Kanen Group that (i) the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) the Company has the requisite corporate power and authority to execute, deliver and perform the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and (iii) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms. The Company agrees that, during the Standstill Period, neither the Company nor any of its officers, directors or employees shall make any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or causes to be disparaged, the Kanen Group or any member of the Kanen Group.", "references": ["Enforceability", "Consent To Jurisdiction", "Liens", "Participations", "Non-Disparagement", "Approvals", "Existence", "Binding Effects", "Governing Laws", "No Conflicts", "Vacations", "Fees", "Death", "Headings", "Miscellaneous", "Employment", "Further Assurances", "Expenses", "Taxes", "Transactions With Affiliates", "Positions", "Counterparts", "Cooperation", "Modifications", "Survival", "Authority", "Organizations", "Closings", "Effectiveness", "Brokers", "Representations"], "gold": ["Representations"]}
+{"input": "After giving effect to the consummation of the transactions contemplated by this Agreement and the Additional Note Purchase Agreements, Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature. No transfer of property is being made and no indebtedness is being incurred in connection with the transactions contemplated by this Agreement or the Additional Note Purchase Agreements with the intent to hinder, delay, or defraud either present or future creditors of Company or any Subsidiary of Company.", "references": ["Positions", "Representations", "No Waivers", "Participations", "Tax Withholdings", "Capitalization", "Books", "Litigations", "Waivers", "Defined Terms", "No Defaults", "Interests", "Waiver Of Jury Trials", "Subsidiaries", "Disclosures", "Warranties", "Authority", "Sales", "Agreements", "Organizations", "Change In Control", "Remedies", "Headings", "Venues", "Amendments", "No Conflicts", "Publicity", "Miscellaneous", "Authorizations", "Transactions With Affiliates", "Solvency"], "gold": ["Solvency"]}
+{"input": "Paragraph\u00a03 of the Agreement is integral to its purpose and may not be severed from it. Should any other provision of the Agreement be deemed invalid or unenforceable, that provision shall be narrowed to the extent required to make it lawful and enforceable, and the remaining provisions shall not be affected but instead remain valid and enforceable to the maximum extent consistent with current law.", "references": ["Qualifications", "Counterparts", "Submission To Jurisdiction", "Payments", "Cooperation", "Approvals", "Applicable Laws", "Governing Laws", "Use Of Proceeds", "Miscellaneous", "Notices", "Change In Control", "Warranties", "Authorizations", "Death", "Liens", "Organizations", "Consents", "Indemnifications", "Sanctions", "Severability", "Interests", "Effectiveness", "Authority", "Participations", "Existence", "Consent To Jurisdiction", "Closings", "Vacations", "Duties", "Construction"], "gold": ["Construction"]}
+{"input": "In the event of a breach or threatened breach by Executive of any of the restrictive covenants of this Agreement, Executive hereby consents and agrees that the Company shall be entitled to seek (notwithstanding the Parties\u2019 Mutual Agreement to Arbitrate Claims), in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief including without limitation a claim for disgorgement of any severance paid to Executive pursuant to Section 4 below.", "references": ["Effective Dates", "Effectiveness", "Closings", "Sanctions", "Use Of Proceeds", "Litigations", "Releases", "Integration", "Subsidiaries", "Survival", "Powers", "Disclosures", "Amendments", "Change In Control", "Transactions With Affiliates", "Representations", "Waiver Of Jury Trials", "Waivers", "Venues", "Warranties", "Adjustments", "Costs", "No Conflicts", "Participations", "Solvency", "Authority", "Consent To Jurisdiction", "Enforceability", "Sales", "Applicable Laws", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement and the subordination provisions set forth herein shall terminate when all the Loan Document Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been made) have been paid in full in cash, the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero (including as a result of obtaining consents of the applicable Issuing Banks as described in Section\u00a09.05 of the Credit Agreement) and the Issuing Banks have no further obligations to issue, amend or extend Letters of Credit under the Credit Agreement.", "references": ["Participations", "Notices", "Successors", "Agreements", "Disclosures", "Sanctions", "Death", "Benefits", "Titles", "Headings", "Entire Agreements", "Brokers", "Records", "Venues", "Confidentiality", "Solvency", "No Conflicts", "Defined Terms", "Use Of Proceeds", "Specific Performance", "Duties", "Litigations", "Assignments", "Definitions", "No Defaults", "Insurances", "Books", "Applicable Laws", "Adjustments", "Anti-Corruption Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "Upon the occurrence of an Event of Default, the interest on this Note shall immediately accrue at the Default Rate, and, in addition to all other rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate full repayment of all principal amounts outstanding hereunder, together with accrued interest thereon, together with all other fees, charges and amounts due under any Loan Documents, together with all reasonable attorneys\u2019 fees, paralegals\u2019 fees and costs and expenses incurred by the Holder in collecting or enforcing payment hereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and together with all other Obligations due by the Borrower hereunder and under the Loan Documents, and all such amounts shall thereafter accrue interest at the Default Rate, all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law, in equity, or under this Note or any of the other Loan Documents. In connection with the Holder\u2019s rights hereunder upon an Event of Default, the Holder need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it in equity or under applicable law.", "references": ["Withholdings", "General", "Specific Performance", "Taxes", "Indemnity", "No Conflicts", "Confidentiality", "Base Salary", "Interests", "Waivers", "Counterparts", "Qualifications", "Forfeitures", "Brokers", "Titles", "Effectiveness", "Duties", "Sales", "Defined Terms", "Severability", "Interpretations", "Litigations", "Records", "Approvals", "Jurisdictions", "Positions", "No Waivers", "Liens", "Enforceability", "Definitions", "Remedies"], "gold": ["Remedies"]}
+{"input": "Each Borrower will, and will cause each of its Subsidiaries to, comply with federal, state and local Legal Requirements (including Environmental Laws and ERISA) applicable to it or its property and maintain all related permits necessary for the ownership and operation of its property and business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Sales", "Expenses", "Releases", "Binding Effects", "Assignments", "Tax Withholdings", "Governing Laws", "Liens", "Withholdings", "Employment", "Notices", "Financial Statements", "Use Of Proceeds", "Waivers", "Base Salary", "Amendments", "Vacations", "Transactions With Affiliates", "Disability", "Authority", "Authorizations", "Books", "Consent To Jurisdiction", "Effective Dates", "Positions", "Closings", "Change In Control", "Litigations", "Records", "Warranties", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The terms and provisions of this Agreement will inure to the benefit of, and will be binding upon, the permitted successors, assigns, personal representatives, heirs, devisees, and legatees of Tenant and Landlord. Tenant and Landlord have executed this Agreement on the respective dates set forth beneath their signatures below. Any agent or other person executing this Agreement on behalf of any party represents and warrants to the others and to Landlord that he or she has full power and authority to execute this Agreement on such party\u2019s behalf.", "references": ["Effective Dates", "Taxes", "Assignments", "Capitalization", "Sanctions", "Venues", "Death", "Integration", "Liens", "Tax Withholdings", "Warranties", "Base Salary", "Representations", "No Waivers", "Transactions With Affiliates", "Solvency", "Cooperation", "Erisa", "Litigations", "Payments", "Change In Control", "Notices", "Organizations", "Submission To Jurisdiction", "Forfeitures", "Duties", "Publicity", "Remedies", "Authorizations", "Records", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "In the event, prior to the earlier of the Expiration Date and the date on which this Option has been exercised in full, (a)\u00a0that the Company sets a record date (or a record date will otherwise occur) for any (i)\u00a0dividend or other distribution, (ii)\u00a0vote at a meeting (or action by written consent), (iii) right to subscribe for or purchase any shares of capital stock of any class or any other securities or (iv)\u00a0right to receive any other security or right in or to a security or (b)\u00a0of a potential Business Combination or the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company will send or cause to be sent to the Holder at least 15 days prior to the applicable record date or the expected effective date, as applicable, for the event described above, a written notice in accordance with Section \u00a016 specifying, as applicable, (A)\u00a0the record date for such dividend, distribution, meeting or consent or other right or action and a description of such dividend, distribution or other right or such action to be taken at such meeting or by written consent or (B)\u00a0the effective date on which such Business Combination or dissolution, liquidation or winding up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company will close or a record will be taken with respect to which the holders of record of Class\u00a0A Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Option) will be entitled to exchange their shares of Class\u00a0A Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such Business Combination or dissolution, liquidation or winding up, and the amount per share and character of such exchange applicable to the Option and the Option Shares. To the extent the Company discloses any of these matters to its stockholders by means of a press release or SEC filing, the Company\u2019s notice obligations to the Holder under this Section \u00a04.6 will be deemed satisfied.", "references": ["Headings", "Arbitration", "Payments", "Disability", "Death", "Books", "Terms", "Anti-Corruption Laws", "Change In Control", "Effective Dates", "Interests", "Compliance With Laws", "Interpretations", "Qualifications", "Costs", "Remedies", "Intellectual Property", "General", "Submission To Jurisdiction", "Titles", "Organizations", "Consents", "Assignments", "Confidentiality", "Construction", "Capitalization", "Transactions With Affiliates", "Venues", "Applicable Laws", "Employment", "Notices"], "gold": ["Notices"]}
+{"input": "(a)\u00a0\u00a0The Purchaser hereby directs the Seller, and the Seller hereby agrees, such agreement effective upon the transfer of the Mortgage Loans contemplated herein, to deliver to or deposit with (or cause to be delivered to or deposited with) the Custodian (on behalf of the Trustee), with copies to be delivered to the Master Servicer (other than with respect to any Non-Serviced Mortgage Loan) and the Special Servicer, respectively, on the dates set forth in Section\u00a02.01 of the Pooling and Servicing Agreement, all documents, instruments and agreements required to be delivered by the Purchaser, or contemplated to be delivered by the Seller (whether at the direction of the Purchaser or otherwise), to the Custodian, the Master Servicer and the Special Servicer, as applicable, with respect to the Mortgage Loans under Section\u00a02.01 of the Pooling and Servicing Agreement, and meeting all the requirements of such Section\u00a02.01 of the Pooling and Servicing Agreement; provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations.", "references": ["Erisa", "No Waivers", "Assigns", "Capitalization", "Disability", "Indemnifications", "Enforcements", "Miscellaneous", "Insurances", "Costs", "Amendments", "Successors", "Brokers", "Governing Laws", "Vesting", "Releases", "Intellectual Property", "Records", "Agreements", "Duties", "Books", "Binding Effects", "Financial Statements", "Base Salary", "Terms", "Sales", "Participations", "Warranties", "Consent To Jurisdiction", "Approvals", "Expenses"], "gold": ["Expenses"]}
+{"input": "Section 12.6 \u00a0\u00a0\u00a0\u00a0 Governing Law . This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such State and without regard to conflicts of law doctrines.", "references": ["Participations", "Brokers", "Disability", "Existence", "Jurisdictions", "Insurances", "Consent To Jurisdiction", "Vacations", "Terminations", "Terms", "Expenses", "Non-Disparagement", "Confidentiality", "No Defaults", "Powers", "Financial Statements", "Liens", "Benefits", "Records", "Amendments", "Authorizations", "Erisa", "Intellectual Property", "Warranties", "Books", "Specific Performance", "Qualifications", "Fees", "Defined Terms", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The following terms, and terms derived from the following terms, shall have the following meanings when used in this Agreement with initial capital letters unless, in the context, it would be unreasonable to do so.", "references": ["Survival", "Applicable Laws", "Vacations", "Successors", "Vesting", "Assigns", "Fees", "Insurances", "Cooperation", "Sales", "Construction", "Publicity", "Positions", "Base Salary", "Forfeitures", "Venues", "Expenses", "Confidentiality", "Organizations", "Agreements", "Books", "Terminations", "Litigations", "Death", "Effective Dates", "Financial Statements", "Governing Laws", "Disability", "Costs", "Authorizations", "Definitions"], "gold": ["Definitions"]}
+{"input": "All notices under this Agreement shall be deemed to have been properly given if delivered by overnight courier service or mailed by United States certified mail, with return receipt requested, postage prepaid to the party receiving the notice at its address set forth in the Defined Terms (or at such other address as shall be given in writing by such party to the other parties) and shall be deemed complete upon receipt or refusal of delivery.", "references": ["General", "Fees", "Waivers", "Records", "Counterparts", "Sales", "Consents", "Warranties", "Closings", "Forfeitures", "Terminations", "Further Assurances", "Base Salary", "No Waivers", "Disability", "Specific Performance", "Assignments", "No Defaults", "Expenses", "Authority", "Use Of Proceeds", "Assigns", "Tax Withholdings", "Subsidiaries", "Arbitration", "Litigations", "Authorizations", "Approvals", "Insurances", "Taxes", "Notices"], "gold": ["Notices"]}
+{"input": "Offers and sales of the Securities shall be made to such persons and in such manner as is contemplated by the Offering Memorandum.\u00a0 Each Initial Purchaser severally agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions. The Company has not entered into any contractual arrangement, other than this Agreement, with respect to the distribution of the Securities or the Common Stock issuable upon conversion of the Securities and the Company will not enter into any such arrangement except as contemplated thereby.", "references": ["Specific Performance", "Anti-Corruption Laws", "Titles", "Waivers", "Capitalization", "Integration", "Base Salary", "Agreements", "Approvals", "Positions", "Indemnity", "No Defaults", "Interpretations", "Terminations", "Applicable Laws", "Erisa", "Consent To Jurisdiction", "Records", "Litigations", "Taxes", "Financial Statements", "Intellectual Property", "Adjustments", "Binding Effects", "Transactions With Affiliates", "Confidentiality", "Existence", "Venues", "Arbitration", "Construction", "Sales"], "gold": ["Sales"]}
+{"input": "Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the \"Delaware Courts\").\u00a0 Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party's respective address set forth in Section 9.09 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 9.15 shall be effective only pursuant to service on a Party's registered agent for service of process.\u00a0 Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.", "references": ["Change In Control", "Successors", "Qualifications", "Positions", "Duties", "Powers", "Capitalization", "Further Assurances", "Employment", "Existence", "Waivers", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Effective Dates", "Subsidiaries", "Vacations", "Vesting", "Forfeitures", "Authority", "Intellectual Property", "Assigns", "Litigations", "Remedies", "Specific Performance", "Books", "Applicable Laws", "Expenses", "Financial Statements", "General", "Interests", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "For value received, the Company hereby promises to pay to the order of the Holder, by no later than December 29, 2020 (the \u201c Maturity Date\u201d ), in immediately available and lawful money of the United States of America, Three Million Five Hundred Thousand and No/100 United States Dollars ($3,500,000), together with interest on the outstanding principal amount under this Debenture, at the rate of ten percent (8%) per annum simple interest (the \u201c Interest Rate \u201d) from the Effective Date, until paid, as more specifically provided below.", "references": ["Indemnity", "Counterparts", "Base Salary", "Publicity", "Notices", "Withholdings", "Enforceability", "Records", "Costs", "Integration", "Erisa", "Non-Disparagement", "Adjustments", "Waiver Of Jury Trials", "Liens", "Forfeitures", "Books", "Litigations", "Survival", "Waivers", "Authorizations", "Cooperation", "Headings", "Vesting", "Change In Control", "Transactions With Affiliates", "Disability", "Capitalization", "Disclosures", "No Defaults", "Interests"], "gold": ["Interests"]}
+{"input": "Subject to the terms of this Agreement and the Plan, you shall receive one share of Common Stock with respect to each Unit subject to the Award within thirty (30) days following the one-year anniversary of the Grant Date (such date of settlement, the \u201c Settlement Date \u201d) except for those shares of Common Stock that were used to pay any applicable taxes.", "references": ["Litigations", "Remedies", "Taxes", "Qualifications", "Assigns", "No Conflicts", "Authorizations", "Duties", "Benefits", "Interpretations", "Submission To Jurisdiction", "Successors", "Construction", "Consent To Jurisdiction", "Terminations", "Books", "Waiver Of Jury Trials", "Authority", "Erisa", "Transactions With Affiliates", "Effectiveness", "Jurisdictions", "Sales", "Positions", "Expenses", "Defined Terms", "Terms", "Applicable Laws", "Indemnifications", "Insurances", "Payments"], "gold": ["Payments"]}
+{"input": "The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted); provided , further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) without stockholder approval.", "references": ["Organizations", "Terms", "Notices", "Books", "Warranties", "Consent To Jurisdiction", "Employment", "Assignments", "Erisa", "Successors", "Terminations", "Definitions", "Capitalization", "Entire Agreements", "Agreements", "Taxes", "Death", "Records", "Survival", "Indemnity", "Vesting", "Insurances", "Venues", "Financial Statements", "Expenses", "Indemnifications", "Applicable Laws", "Arbitration", "Effective Dates", "Solvency", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any notice, request or other document required or permitted to be given under this Agreement shall be in writing and shall be deemed given: (a) upon delivery, if delivered by hand; (b) three (3) days after the date of deposit in the mail, postage prepaid, if mailed by certified U.S. mail; or (c) on the next business day, if sent by prepaid overnight courier service. If not personally delivered by hand, notice shall be sent using the addresses set forth opposite each Party\u2019s signature to this Agreement or to such other address as either Party may designate by written notice to the other.", "references": ["Sales", "Anti-Corruption Laws", "Death", "Waiver Of Jury Trials", "Publicity", "Applicable Laws", "Further Assurances", "Financial Statements", "Costs", "Capitalization", "Positions", "Vesting", "Fees", "Modifications", "Taxes", "Vacations", "Titles", "Brokers", "Amendments", "Miscellaneous", "Severability", "Records", "Survival", "Forfeitures", "Disability", "Employment", "Enforcements", "Qualifications", "Effectiveness", "Consents", "Notices"], "gold": ["Notices"]}
+{"input": "All notices, requests and other communications to any party hereunder shall be given in the manner prescribed in Section\u00a011.02 of the Credit Agreement with respect to the Administrative Agent at its notice address therein and, with respect to any Guarantor, in the care of Weatherford International, LLC, as provided and at the notice address set forth in the Credit Agreement, or such other address or telecopy number as such party may hereafter specify for such purpose in accordance with the provisions of Section\u00a011.02 of the Credit Agreement.", "references": ["Authorizations", "Enforceability", "Warranties", "Indemnity", "Tax Withholdings", "Transactions With Affiliates", "Venues", "Vacations", "Approvals", "Further Assurances", "Organizations", "Employment", "Participations", "Waivers", "Duties", "Adjustments", "Defined Terms", "Submission To Jurisdiction", "Expenses", "Severability", "Erisa", "Disability", "Survival", "Jurisdictions", "Effectiveness", "Integration", "Financial Statements", "Solvency", "No Defaults", "Sanctions", "Notices"], "gold": ["Notices"]}
+{"input": "The first sentence of Section 1 of the Second Amendment is hereby amended by inserting \u201cprovided the same occurs\u201d immediately before \u201con or before\u201d.", "references": ["Applicable Laws", "Participations", "Duties", "Subsidiaries", "Severability", "No Conflicts", "Base Salary", "Venues", "Authority", "Specific Performance", "Non-Disparagement", "Counterparts", "Use Of Proceeds", "Financial Statements", "Transactions With Affiliates", "Organizations", "Representations", "Governing Laws", "Qualifications", "Taxes", "Construction", "Tax Withholdings", "Forfeitures", "Releases", "Submission To Jurisdiction", "Authorizations", "Capitalization", "No Defaults", "Records", "Jurisdictions", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Borrowers shall pay (i)\u00a0all reasonable and documented out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the Other Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii)\u00a0all reasonable and documented out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii)\u00a0all documented out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the documented fees, charges and disbursements of any counsel for Agent, any Lender or Issuer), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender or Issuer, in connection with the enforcement or protection of its rights (A)\u00a0in connection with this Agreement and the Other Documents, including its rights under this Section, or (B)\u00a0in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of Agent\u2019s regular employees and agents engaged periodically to perform audits of the any Borrower\u2019s or any Borrower\u2019s Affiliate\u2019s or Subsidiary\u2019s books, records and business properties.", "references": ["Cooperation", "Consents", "Duties", "Remedies", "Costs", "Solvency", "Successors", "Liens", "Intellectual Property", "Organizations", "Headings", "Withholdings", "Terminations", "Effectiveness", "Tax Withholdings", "Employment", "Specific Performance", "Insurances", "Waiver Of Jury Trials", "Severability", "Governing Laws", "Enforceability", "Non-Disparagement", "Existence", "Records", "Submission To Jurisdiction", "Waivers", "Assignments", "Miscellaneous", "Titles", "Expenses"], "gold": ["Expenses"]}
+{"input": "The closing (the \u201c Closing \u201d) of the purchase of the Preferred Shares and the Warrants by the Purchasers shall occur at Company\u2019s offices. The date and time of the Closing (the \u201c Closing Date \u201d) shall be 10:00 a.m., New York time, on the first (1st) Trading Day (as defined in the Certificate of Designations) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Purchaser).", "references": ["Withholdings", "Representations", "Approvals", "Modifications", "Jurisdictions", "Vesting", "Waivers", "Amendments", "Books", "Agreements", "Use Of Proceeds", "Further Assurances", "Financial Statements", "Capitalization", "Records", "Forfeitures", "Indemnifications", "Consents", "Sales", "Disclosures", "Defined Terms", "Adjustments", "Authorizations", "Terminations", "Consent To Jurisdiction", "Brokers", "Vacations", "Headings", "Applicable Laws", "Binding Effects", "Closings"], "gold": ["Closings"]}
+{"input": "The parties agree that, subject to the terms hereof, the Executive shall continue to serve as Co-Chief Executive Officer of the Company and Chairman of its Board of Directors, after the Effective Date hereof in accordance with the terms and conditions set out in this Amended Agreement.", "references": ["Fees", "Taxes", "Governing Laws", "Construction", "Waiver Of Jury Trials", "Jurisdictions", "Remedies", "Cooperation", "Qualifications", "Benefits", "Consents", "Insurances", "Notices", "Arbitration", "Defined Terms", "Liens", "Non-Disparagement", "Titles", "Indemnifications", "Use Of Proceeds", "Costs", "Expenses", "Compliance With Laws", "Modifications", "Participations", "Indemnity", "Solvency", "Powers", "Effective Dates", "Terminations", "General"], "gold": ["General"]}
+{"input": "Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.", "references": ["Specific Performance", "Solvency", "Survival", "Erisa", "Jurisdictions", "Binding Effects", "Titles", "Counterparts", "Indemnifications", "Severability", "Remedies", "Capitalization", "Publicity", "Subsidiaries", "Powers", "Further Assurances", "Existence", "Costs", "Non-Disparagement", "Enforceability", "Agreements", "Waiver Of Jury Trials", "Representations", "Employment", "General", "Duties", "Submission To Jurisdiction", "Entire Agreements", "Positions", "Benefits", "Expenses"], "gold": ["Expenses"]}
+{"input": "The execution, delivery, and performance of the Loan Documents are within the Borrower\u2019s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in the Borrower\u2019s organizational documents, nor will they constitute an event of default under any material agreement by which the Borrower is bound. The Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.", "references": ["Employment", "Transactions With Affiliates", "Closings", "Remedies", "Fees", "Sanctions", "Authorizations", "Applicable Laws", "Withholdings", "Taxes", "Construction", "Terms", "Cooperation", "Representations", "Non-Disparagement", "Notices", "Effective Dates", "Definitions", "Organizations", "Solvency", "Further Assurances", "Agreements", "Sales", "Interests", "Consents", "Miscellaneous", "Waiver Of Jury Trials", "Vacations", "Modifications", "Entire Agreements", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The cash severance benefits shall be paid in a single lump sum payment within ninety (90)\u00a0days following the Executive\u2019s Separation from Service, or shall be paid in such amounts during such period (not to exceed the number of months of continuation pay represented by the amount of the benefit following the Executive\u2019s Separation from Service), as is determined in the sole discretion of the Committee. Notwithstanding the foregoing, no discretion as to the timing and form of payment is allowed for the amount of the cash severance benefits that exceed the lesser of (a)\u00a0two times the Executive\u2019s annualized compensation (as determined pursuant to Code Section\u00a0409A) for the calendar year preceding the year of Separation from Service, or (b)\u00a0two times the compensation limit in effect under Code Section\u00a0401(a)(17) for the year in which the Separation from Service occurs; such amount shall be required to be paid in a lump sum within ninety (90)\u00a0days following the Executive\u2019s Separation from Service. The annual bonus amount payable pursuant to Section\u00a02.02(b) shall be paid at the same time as bonuses would be payable under the applicable bonus or incentive plan or program. The equity awards that vest pursuant to Section\u00a02.02(e) shall be paid or settled at the time provided in such awards. All payments under this Agreement are subject to applicable federal, state and local taxes and withholdings. In the event of the Executive\u2019s death prior to receiving the full cash payment due to him or her, the remaining amount of such payment shall be paid to the Executive\u2019s estate in a single lump-sum payment within thirty (30)\u00a0days following the Executive\u2019s death, to the extent practicable, or otherwise at the time when the Executive would have been entitled to the payment had the Executive survived.", "references": ["Liens", "Amendments", "Waivers", "Use Of Proceeds", "Governing Laws", "Litigations", "Tax Withholdings", "Employment", "Counterparts", "Enforcements", "Applicable Laws", "Brokers", "Authorizations", "Binding Effects", "Consents", "Arbitration", "Integration", "General", "Defined Terms", "Benefits", "Vacations", "Representations", "Organizations", "Capitalization", "Warranties", "Sales", "Submission To Jurisdiction", "Insurances", "Authority", "Indemnifications", "Payments"], "gold": ["Payments"]}
+{"input": "The Borrowers shall pay (i)\u00a0any amendment fees payable to each Consenting Lender, in each case on the Amendment No.\u00a02 Effective Date and (ii)\u00a0all expenses (including the reasonable fees, disbursements and other charges of Cahill Gordon\u00a0& Reindel LLP , counsel for the Administrative Agent) for which invoices have been presented on or prior to the Amendment No.\u00a02 Effective Date shall have been paid.", "references": ["Powers", "Submission To Jurisdiction", "Indemnity", "Tax Withholdings", "Adjustments", "Solvency", "Enforcements", "Amendments", "Employment", "Insurances", "Effective Dates", "Duties", "Change In Control", "Severability", "Use Of Proceeds", "Erisa", "Brokers", "Counterparts", "Waiver Of Jury Trials", "Terminations", "Assigns", "Interests", "Applicable Laws", "Records", "Intellectual Property", "Subsidiaries", "Financial Statements", "Consent To Jurisdiction", "Venues", "Forfeitures", "Fees"], "gold": ["Fees"]}
+{"input": "Each Investor\u2019s obligation hereunder to consummate the Restructuring Transactions is subject to the satisfaction or express waiver by it prior to or at the Closing of each of the conditions specified below in this Section 7.3 .", "references": ["Consents", "Warranties", "Arbitration", "Confidentiality", "Definitions", "Liens", "Assignments", "Erisa", "Indemnity", "Miscellaneous", "Existence", "Authorizations", "Publicity", "Financial Statements", "Remedies", "Death", "Subsidiaries", "Entire Agreements", "Approvals", "Terminations", "Successors", "Effectiveness", "Base Salary", "Costs", "Specific Performance", "Vacations", "Sanctions", "Defined Terms", "Tax Withholdings", "Employment", "General"], "gold": ["General"]}
+{"input": "No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.\u00a0 The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule\u00a0of law or in any of the other Loan Documents.\u00a0 Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.", "references": ["Further Assurances", "Notices", "Anti-Corruption Laws", "Qualifications", "Tax Withholdings", "Death", "Binding Effects", "Titles", "Entire Agreements", "Amendments", "Payments", "Arbitration", "Adjustments", "Benefits", "Disability", "Solvency", "Governing Laws", "Terms", "Base Salary", "Liens", "Successors", "Approvals", "Employment", "Warranties", "Specific Performance", "Intellectual Property", "Compliance With Laws", "Positions", "Existence", "Representations", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Company has the right to assign this Agreement, but Mr.\u00a0McCallister does not. This Agreement inures to the benefit of the successors and assigns of the Company, who are intended third party beneficiaries of this Agreement, and any such successors and assigns shall assume the obligations under this Agreement.", "references": ["Interpretations", "Existence", "Adjustments", "Intellectual Property", "Vacations", "Effectiveness", "Defined Terms", "Counterparts", "Authority", "Litigations", "Agreements", "Qualifications", "No Conflicts", "Specific Performance", "Warranties", "Terminations", "Disability", "Submission To Jurisdiction", "Benefits", "Liens", "Enforcements", "Integration", "Employment", "Closings", "Jurisdictions", "Amendments", "Governing Laws", "Positions", "Indemnity", "Successors", "Assignments"], "gold": ["Assignments"]}
+{"input": "There shall not have occurred any Default or Event of Default which is then continuing, nor shall any Default or Event of Default exist after giving effect to the Closing.", "references": ["Warranties", "Fees", "Survival", "Entire Agreements", "Subsidiaries", "Miscellaneous", "Adjustments", "Disclosures", "Disability", "Authorizations", "Binding Effects", "Interests", "Intellectual Property", "Erisa", "Successors", "Counterparts", "Submission To Jurisdiction", "Cooperation", "Approvals", "Severability", "Waivers", "Sanctions", "Construction", "Litigations", "Indemnity", "Forfeitures", "Enforceability", "Records", "Base Salary", "Payments", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "No Default or Event of Default exists under any of the Credit Documents (as modified by this Amendment).", "references": ["Waivers", "Compliance With Laws", "Titles", "Disability", "Terms", "Payments", "Withholdings", "Consents", "Terminations", "Headings", "Vacations", "Liens", "Enforcements", "Representations", "Releases", "Duties", "Entire Agreements", "Financial Statements", "Erisa", "Remedies", "Powers", "Submission To Jurisdiction", "Disclosures", "Warranties", "Adjustments", "Death", "Consent To Jurisdiction", "Counterparts", "Non-Disparagement", "Governing Laws", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement unless otherwise noted.", "references": ["Arbitration", "Assignments", "Employment", "Cooperation", "Vesting", "Litigations", "Interests", "Capitalization", "Existence", "Amendments", "Waiver Of Jury Trials", "Warranties", "Intellectual Property", "Non-Disparagement", "Duties", "Further Assurances", "Publicity", "Notices", "Headings", "Titles", "Interpretations", "Brokers", "No Waivers", "Jurisdictions", "Assigns", "Authority", "Governing Laws", "Taxes", "No Defaults", "Representations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "It is the intention of the Company and TCA that TCA shall be able to sell (if TCA so elects, in TCA\u2019s sole and absolute discretion) the IB Shares, and generate net proceeds (net of all brokerage commissions and other fees or charges payable by TCA in connection with the sale thereof) from such sale equal to the amount in Dollars that such IB Shares represented (i.e. if an installment payment in the amount of $27,777.78 is paid by issuance of IB Shares, it is intended that when such IB Shares are sold, the net proceeds generated from sale shall equal not less than $27,777.78). TCA shall have the right (but not an obligation) to sell the IB Shares in the Principal Trading Market or otherwise, at any time in accordance with applicable securities laws. At any time TCA elects, TCA may deliver to the Company a reconciliation statement showing the net proceeds actually received by TCA from the sale of the IB Shares issued to TCA from time to time (the \u201c Sale Reconciliation \u201d). If, as of the date of the delivery by TCA of the Sale Reconciliation, TCA has not realized net proceeds from the sale of such IB Shares equal to at least the amount in Dollars that such IB shares represented when initially issued, as shown on the Sale Reconciliation, then the Company shall immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to TCA in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued IB Shares for any given installment, TCA shall have received total net funds equal to the Dollars represented by each payment of an installment paid in IB Shares. If additional shares of Common Stock are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares of Common Stock, TCA still has not received net proceeds equal to at least the amount in Dollars that such IB shares represented when initially issued, then the Company shall again be required to immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to TCA as contemplated above, and such additional issuances shall continue until TCA has received net proceeds from the sale of such Common Stock equal to the Dollars represented by each payment of an installment paid in IB Shares. In the event TCA receives net proceeds from the sale of IB Shares equal to the IB Fee, and the Lender still has IB Shares remaining to be sold, TCA shall return all such remaining IB Shares to the Company. In the event additional Common Stock is required to be issued as outlined above, the Company shall instruct its Transfer Agent to issue certificates representing such additional shares of Common Stock to TCA immediately subsequent to TCA\u2019s notification to the Company that additional shares of Common Stock are issuable hereunder, and the Company shall in any event cause its Transfer Agent to deliver such certificates to TCA within three (3) Business Days following the date TCA notifies the Company that additional shares of Common Stock are to be issued hereunder. In the event such certificates representing such additional shares of Common Stock issuable hereunder shall not be delivered to TCA within said three (3) Business Day period, same shall be an immediate default under the IB Agreement, the Credit Agreement, and the Loan Documents. Notwithstanding anything contained in this Section to the contrary, the Company shall have the right to redeem any IB Shares then in TCA\u2019s possession for an amount payable by the Company to TCA in Dollars equal to the IB Fee, less any net cash proceeds received by TCA from any previous sales of IB Shares. Upon TCA\u2019s receipt of such cash payment in accordance with the immediately preceding sentence, TCA shall return any then remaining IB Shares in its possession back to the Company. The Company\u2019s obligation to pay the IB Fee, whether in cash or thru the sale of IB Shares, shall be an Obligation under the Credit Agreement, secured by all Loan Documents, and failure by the Company to pay such IB Fee in full as required by the IB Agreement and this Amendment shall be an immediate Event of Default under the IB Agreement, the Credit Agreement, and under the other Loan Documents.", "references": ["Payments", "Transactions With Affiliates", "No Defaults", "Further Assurances", "Authority", "Applicable Laws", "Closings", "Costs", "Records", "Capitalization", "Insurances", "Expenses", "Binding Effects", "Authorizations", "Financial Statements", "Erisa", "Notices", "Participations", "Interpretations", "Terminations", "Waivers", "Books", "Enforcements", "Powers", "Assigns", "Disclosures", "Litigations", "Representations", "Taxes", "Venues", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)\u00a0ARISING UNDER THIS AGREEMENT, INCLUDING ANY PRESENT OR FUTURE MODIFICATION HEREOF OR (B)\u00a0IN ANY WAY CONNECTED OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND THE COMPANY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.", "references": ["Expenses", "Survival", "Transactions With Affiliates", "Forfeitures", "Applicable Laws", "Employment", "Sales", "Assignments", "Brokers", "Binding Effects", "Amendments", "Duties", "Death", "Miscellaneous", "Financial Statements", "Confidentiality", "Interpretations", "Consents", "Defined Terms", "Costs", "Consent To Jurisdiction", "Anti-Corruption Laws", "Books", "No Waivers", "Severability", "Sanctions", "Enforceability", "Change In Control", "Enforcements", "Subsidiaries", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement shall be governed by and construed and enforced in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).", "references": ["Disclosures", "Specific Performance", "Approvals", "Sanctions", "Assigns", "Expenses", "Cooperation", "Venues", "Counterparts", "Headings", "Representations", "Survival", "Interpretations", "Capitalization", "Death", "Payments", "Modifications", "Tax Withholdings", "Qualifications", "Brokers", "Severability", "Successors", "Further Assurances", "Definitions", "Taxes", "Amendments", "Titles", "Consents", "Powers", "Binding Effects", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Party acknowledges the highly proprietary and confidential nature of unpublished patent applications and related information and without limiting the provisions of Article VIII agrees to limit the access to any such applications and information received from the other Party hereunder to those who need such access for the purposes of this Section\u00a06.3 and limit the use thereof solely to the purposes of this Section\u00a06.3. Without limiting the foregoing, any disclosures made pursuant to this Section\u00a06.3 will be structured in a manner so as provide reasonable access to the applicable information while limiting the risk of adversely affecting the patentability of the subject matter disclosed.", "references": ["Brokers", "Qualifications", "Waivers", "Forfeitures", "Transactions With Affiliates", "No Waivers", "Erisa", "Interpretations", "Headings", "Anti-Corruption Laws", "Indemnity", "Integration", "Liens", "Adjustments", "Disability", "Survival", "Miscellaneous", "Warranties", "Titles", "Costs", "Approvals", "Base Salary", "Terms", "Litigations", "Participations", "Terminations", "Agreements", "General", "Submission To Jurisdiction", "Venues", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to Executive at the last address Executive has filed in writing with Employer or, in the case of Employer, at its principal executive offices, Attn: Chief Executive Officer, with a copy to Waller Lansden Dortch & Davis LLP, 511 Union Street, Suite 2700, Nashville, TN 37219, Attn: Marc J. Adesso, Esq., and shall be effective on the date of delivery in person or by courier or three (3) days after the date mailed.", "references": ["Payments", "Insurances", "Adjustments", "Expenses", "Titles", "Representations", "Capitalization", "Successors", "Authorizations", "Binding Effects", "Intellectual Property", "Subsidiaries", "Arbitration", "Erisa", "Disclosures", "Fees", "Authority", "Financial Statements", "Disability", "Assigns", "Powers", "Governing Laws", "Cooperation", "Forfeitures", "Venues", "Anti-Corruption Laws", "Assignments", "Applicable Laws", "Existence", "Effective Dates", "Notices"], "gold": ["Notices"]}
+{"input": "Each Loan Party will do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, authorizations, qualifications and accreditations material to the conduct of its business, in each case if the failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.", "references": ["Adjustments", "Vesting", "Counterparts", "Disclosures", "Liens", "Authorizations", "Participations", "Employment", "Consent To Jurisdiction", "Further Assurances", "Definitions", "Transactions With Affiliates", "Qualifications", "Amendments", "Entire Agreements", "Vacations", "Miscellaneous", "Warranties", "Intellectual Property", "No Defaults", "Consents", "Publicity", "Effectiveness", "Representations", "Death", "Terminations", "Successors", "Insurances", "Benefits", "Financial Statements", "Existence"], "gold": ["Existence"]}
+{"input": "The Executive\u2019s employment shall automatically terminate upon his death, and upon such event the Executive\u2019s estate shall be entitled to receive only the Accrued Compensation, as hereinafter defined, pursuant to Section 6(g)(iii) hereof and no other severance compensation.", "references": ["Tax Withholdings", "Base Salary", "Submission To Jurisdiction", "Further Assurances", "Headings", "Arbitration", "Positions", "Specific Performance", "Notices", "Titles", "Participations", "Liens", "Vacations", "General", "Organizations", "Modifications", "Indemnity", "Entire Agreements", "Successors", "Jurisdictions", "Withholdings", "Enforceability", "Payments", "Litigations", "Integration", "Qualifications", "Records", "Vesting", "Governing Laws", "Existence", "Death"], "gold": ["Death"]}
+{"input": "You acknowledge and agree that, except as set forth herein, this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company regarding your separation from the Company, and sets forth the entire agreement between you and the Company regarding this subject matter.\u00a0\u00a0No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by you and the Company.", "references": ["Titles", "Interpretations", "Representations", "Indemnity", "Waivers", "Erisa", "Intellectual Property", "Construction", "Qualifications", "Transactions With Affiliates", "Waiver Of Jury Trials", "Applicable Laws", "Insurances", "Governing Laws", "Assignments", "Powers", "Warranties", "Books", "Assigns", "Litigations", "Enforcements", "Headings", "Disclosures", "Death", "Change In Control", "Withholdings", "Terms", "No Waivers", "Subsidiaries", "Capitalization", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL QUESTIONS AND/OR DISPUTES CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF DELAWARE. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO BE SUBJECT TO, AND HEREBY CONSENTS AND SUBMITS TO, THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND AGREES THAT ANY ACTION INVOLVING ANY EQUITABLE OR OTHER CLAIM SHALL BE BROUGHT EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY. IN THE EVENT THAT THE DELAWARE COURT OF CHANCERY DOES NOT ACCEPT OR DOES NOT HAVE JURISDICTION OVER ANY SUCH ACTION, EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY SUCH ACTION THEN SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE.", "references": ["Waivers", "Base Salary", "Remedies", "Agreements", "Participations", "Qualifications", "Terms", "No Defaults", "Insurances", "Effective Dates", "Employment", "Titles", "Benefits", "Compliance With Laws", "Applicable Laws", "Jurisdictions", "Non-Disparagement", "Capitalization", "Entire Agreements", "Enforceability", "Interests", "Further Assurances", "Authority", "Cooperation", "Litigations", "Fees", "Sanctions", "Vesting", "No Waivers", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Servicer is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and has full power and authority under its organizational documents and under the laws of the State of Delaware to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.", "references": ["Tax Withholdings", "Confidentiality", "Releases", "Liens", "Duties", "Specific Performance", "Headings", "Insurances", "Venues", "Authority", "Anti-Corruption Laws", "Authorizations", "Waivers", "Governing Laws", "Powers", "Integration", "Interpretations", "Capitalization", "Waiver Of Jury Trials", "Taxes", "Fees", "Vacations", "Expenses", "Counterparts", "Existence", "Severability", "Withholdings", "Notices", "Records", "No Waivers", "Organizations"], "gold": ["Organizations"]}
+{"input": "Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment under Sections 6(b) , 6(c) or 6(d) , if applicable, unless (i) prior to the 60 th day following the Termination Without Cause or Termination With Good Reason, Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release against the Company and its subsidiaries and the directors, officers, employees and affiliates of any of them, in a form provided by the Company, and (ii) any applicable revocation period has expired during such 60-day period without Executive revoking such release.", "references": ["Effective Dates", "Integration", "Publicity", "Jurisdictions", "Remedies", "Applicable Laws", "Counterparts", "General", "Terminations", "Intellectual Property", "Non-Disparagement", "Vesting", "Notices", "Interpretations", "Subsidiaries", "Effectiveness", "Costs", "Participations", "Sales", "Compliance With Laws", "Withholdings", "Anti-Corruption Laws", "Change In Control", "Disability", "Assignments", "Survival", "Tax Withholdings", "Base Salary", "Governing Laws", "Waiver Of Jury Trials", "Releases"], "gold": ["Releases"]}
+{"input": "The Executive\u2019s employment shall be for a term (the \u201c Employment Term \u201d) commencing on the Effective Date\u00a0\u00a0and, subject to earlier termination under Section 8, expiring on the third anniversary thereof; provided, however, that commencing on the third anniversary of the Effective Date, and each anniversary thereafter, the Employment Term will automatically be extended for an additional year unless, not later than\u00a04 months prior to the anniversary, the University or the Executive shall have given written notice to the other that it or the Executive, as the case may be, does not wish to have the Employment Term extended.", "references": ["Headings", "Capitalization", "Benefits", "Subsidiaries", "Vacations", "No Defaults", "Warranties", "Adjustments", "Positions", "Successors", "Disability", "Applicable Laws", "Interests", "Authority", "Interpretations", "Assigns", "Agreements", "Survival", "Litigations", "Payments", "Construction", "Venues", "Representations", "Governing Laws", "Releases", "Arbitration", "Modifications", "Fees", "Approvals", "Jurisdictions", "Terms"], "gold": ["Terms"]}
+{"input": "This Certificate shall become effective upon the filing thereof with the Secretary of State of the State of Delaware.", "references": ["Authorizations", "Sales", "Approvals", "Transactions With Affiliates", "Records", "Confidentiality", "Consents", "Integration", "Costs", "Terms", "Employment", "No Waivers", "Organizations", "Expenses", "Publicity", "No Defaults", "Headings", "Modifications", "Subsidiaries", "Financial Statements", "Qualifications", "Releases", "Assigns", "Arbitration", "Defined Terms", "Forfeitures", "Warranties", "Counterparts", "Existence", "Adjustments", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Comply in all material respects with the requirements of all Laws (including ERISA) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.", "references": ["Successors", "Liens", "Amendments", "Notices", "Sales", "Counterparts", "Authorizations", "Participations", "Specific Performance", "Payments", "Qualifications", "Duties", "Further Assurances", "Integration", "Sanctions", "Cooperation", "Approvals", "Indemnity", "Assigns", "Arbitration", "Non-Disparagement", "Intellectual Property", "Waiver Of Jury Trials", "Applicable Laws", "Agreements", "Confidentiality", "No Conflicts", "Releases", "Disclosures", "Construction", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "In Euros or Dollars Under Certain Circumstances . If (i)\u00a0any Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the Euro or (ii)\u00a0any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto in such Optional Currency shall instead be payable in Euros or Dollars and the amount so payable shall be determined by translating the amount payable in such Optional Currency to Euros or Dollars at the exchange rate established by that nation for the purpose of implementing the replacement of the relevant Optional Currency by Euros or Dollars (and the provisions governing payments in Optional Currencies or Dollars in this Agreement shall apply to such payment in the Euro as if such payment in the Euro were a payment in an Optional Currency). Prior to the occurrence of the event or events described in clause (i)\u00a0or (ii) of the preceding sentence, each amount payable hereunder in any Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency.", "references": ["Vacations", "Compliance With Laws", "Forfeitures", "Defined Terms", "Representations", "Fees", "Publicity", "Insurances", "Terminations", "Waivers", "Liens", "Qualifications", "No Defaults", "Brokers", "Closings", "General", "Books", "Disclosures", "Change In Control", "Titles", "Arbitration", "Headings", "Submission To Jurisdiction", "Records", "Capitalization", "Erisa", "Employment", "Positions", "Interpretations", "Jurisdictions", "Payments"], "gold": ["Payments"]}
+{"input": "Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short Sales,\u00a0of the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser\u2019s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).", "references": ["Tax Withholdings", "Financial Statements", "No Defaults", "Titles", "Enforceability", "Compliance With Laws", "Employment", "Intellectual Property", "Taxes", "Amendments", "Remedies", "Anti-Corruption Laws", "Expenses", "Benefits", "Records", "Definitions", "Transactions With Affiliates", "General", "Adjustments", "Base Salary", "Headings", "Terms", "Disability", "Vesting", "Fees", "Consents", "Indemnifications", "Interests", "Jurisdictions", "Authority", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement has been, and each of the Ancillary Documents to which it is a party will be, duly executed and delivered by such and, assuming that this Agreement and each of the Ancillary Documents to which it is a party constitutes the legal, valid and binding obligation of each of the other Parties thereto, constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors\u2019 rights generally.", "references": ["Organizations", "Vacations", "Defined Terms", "Binding Effects", "Participations", "No Defaults", "Insurances", "Use Of Proceeds", "Taxes", "Jurisdictions", "Erisa", "Intellectual Property", "Books", "Base Salary", "Powers", "Releases", "Construction", "Governing Laws", "Adjustments", "Further Assurances", "Confidentiality", "Consent To Jurisdiction", "Remedies", "Non-Disparagement", "Compliance With Laws", "Terminations", "Capitalization", "Venues", "Miscellaneous", "Records", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The Loans under have been used for the acquisition of certain businesses by the Borrowers.", "references": ["Miscellaneous", "Warranties", "Fees", "Severability", "Effectiveness", "Books", "Qualifications", "Modifications", "Construction", "Existence", "Submission To Jurisdiction", "Participations", "Amendments", "Headings", "Consent To Jurisdiction", "Terms", "No Conflicts", "Interpretations", "Sales", "Specific Performance", "Jurisdictions", "Interests", "Base Salary", "Compliance With Laws", "Death", "Disclosures", "Confidentiality", "Benefits", "Waivers", "Arbitration", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "All representations and warranties of the Parties made hereunder shall be true as of the date of Closing and shall survive the Closing.", "references": ["Warranties", "Waivers", "Use Of Proceeds", "Further Assurances", "Litigations", "Consent To Jurisdiction", "Solvency", "Fees", "Duties", "Interpretations", "Releases", "Disability", "Assigns", "Agreements", "Insurances", "Employment", "Records", "No Conflicts", "Vesting", "Defined Terms", "Headings", "Applicable Laws", "Existence", "Enforcements", "Intellectual Property", "Taxes", "Disclosures", "Construction", "Enforceability", "Costs", "Survival"], "gold": ["Survival"]}
+{"input": "The rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution.\u00a0\u00a0In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the RSUs or any right hereunder, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the RSUs by notice to the Grantee, and the RSUs and all rights hereunder shall thereupon become null and void.\u00a0\u00a0The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company\u2019s parents, subsidiaries, and affiliates.\u00a0\u00a0This Agreement may be assigned by the Company without the Grantee\u2019s consent.", "references": ["Intellectual Property", "Confidentiality", "Releases", "No Defaults", "Vacations", "Death", "Miscellaneous", "Enforcements", "Terms", "Subsidiaries", "Definitions", "Notices", "Counterparts", "Positions", "Binding Effects", "Change In Control", "Waivers", "Expenses", "Survival", "Arbitration", "Erisa", "Adjustments", "Vesting", "Representations", "Litigations", "No Conflicts", "Liens", "Successors", "Consents", "Powers", "Assignments"], "gold": ["Assignments"]}
+{"input": "If any of the provisions of this Agreement are determined to be invalid by a court, arbitrator, or government agency of competent jurisdiction, the Parties agree that such a determination shall not affect the enforceability of the other provisions herein.", "references": ["Payments", "Entire Agreements", "Waivers", "Representations", "Authority", "Releases", "Amendments", "Enforcements", "Non-Disparagement", "Jurisdictions", "Further Assurances", "Forfeitures", "Qualifications", "Survival", "Disclosures", "Change In Control", "Indemnifications", "Effective Dates", "Base Salary", "Litigations", "Notices", "Integration", "Cooperation", "Organizations", "Vesting", "Liens", "Disability", "Binding Effects", "Death", "Closings", "Severability"], "gold": ["Severability"]}
+{"input": "The Board may terminate Executive's employment with the Company at any time for Cause (as hereinafter defined), immediately upon notice to Executive of the circumstances leading to such termination for Cause. In the event that Executive's employment is terminated for Cause, Executive shall receive payment for all accrued salary through the Termination Date, which in this event shall be the date upon which notice of termination is given. The Company shall have no further obligation to pay severance of any kind nor to make any payment in lieu of notice.", "references": ["Tax Withholdings", "Interpretations", "Consents", "Amendments", "Books", "Indemnity", "General", "Construction", "Interests", "Disclosures", "Warranties", "Brokers", "No Conflicts", "Forfeitures", "Intellectual Property", "Counterparts", "Disability", "Subsidiaries", "Duties", "Notices", "Remedies", "Liens", "Withholdings", "Survival", "Confidentiality", "Integration", "Closings", "Organizations", "Existence", "Non-Disparagement", "Terminations"], "gold": ["Terminations"]}
+{"input": "Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this amendment to the Agreement and the consummation of the transactions contemplated hereby.", "references": ["Specific Performance", "Withholdings", "Benefits", "Indemnity", "Agreements", "Modifications", "Solvency", "Titles", "General", "Binding Effects", "Consents", "Severability", "Construction", "Releases", "Organizations", "Records", "Terminations", "Cooperation", "No Defaults", "Notices", "Jurisdictions", "Adjustments", "Interpretations", "Authority", "Intellectual Property", "Base Salary", "No Waivers", "Compliance With Laws", "Enforcements", "Integration", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Seller is duly organized, validly existing and in good standing under the laws and regulations of the jurisdiction of Seller\u2019s incorporation or organization, as the case may be, and is duly licensed, qualified, and in good standing in every state where such licensing or qualification is necessary for the transaction of Seller\u2019s business, except where failure to so qualify would not be reasonably expected to have a Material Adverse Effect. Seller has the power to own and hold the assets it purports to own and hold, and to carry on its business as now being conducted and proposed to be conducted, and has the power to execute, deliver, and perform its obligations under this Agreement and the other Transaction Documents to which Seller is a party.", "references": ["Compliance With Laws", "Cooperation", "Consent To Jurisdiction", "Benefits", "Terms", "Disclosures", "Insurances", "Payments", "Use Of Proceeds", "Entire Agreements", "Counterparts", "Participations", "Enforcements", "Submission To Jurisdiction", "General", "Further Assurances", "Consents", "Assigns", "Effective Dates", "Employment", "Governing Laws", "Waiver Of Jury Trials", "Terminations", "Tax Withholdings", "Warranties", "Non-Disparagement", "Confidentiality", "Change In Control", "Death", "Titles", "Organizations"], "gold": ["Organizations"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Sales", "Withholdings", "Anti-Corruption Laws", "Assignments", "Terminations", "Brokers", "Counterparts", "Cooperation", "Headings", "Binding Effects", "Assigns", "Disclosures", "Waiver Of Jury Trials", "Qualifications", "Arbitration", "Agreements", "Publicity", "Insurances", "Effectiveness", "Base Salary", "Intellectual Property", "Fees", "Litigations", "Applicable Laws", "Solvency", "Benefits", "Representations", "Existence", "Forfeitures", "Releases", "Participations"], "gold": ["Participations"]}
+{"input": "Each Lender may sell participations to one or more banks or other entities (other than the Company or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it); provided , however , that (i) such Lender\u2019s obligations under this Agreement (including, without limitation, its Commitment to the Company and the other Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Company, any other Borrower, each Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement, (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by any Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation and (vi) within 30 days of the effective date of such participation, such Lender shall provide notice of such participation to the Company.", "references": ["Authority", "Approvals", "Terminations", "Amendments", "Organizations", "Headings", "Interpretations", "Miscellaneous", "Books", "Subsidiaries", "Waivers", "Employment", "Specific Performance", "Disclosures", "Authorizations", "Remedies", "Representations", "Interests", "Indemnity", "Base Salary", "Definitions", "Taxes", "Erisa", "Payments", "Powers", "Anti-Corruption Laws", "Assigns", "Releases", "Successors", "Terms", "Participations"], "gold": ["Participations"]}
+{"input": "Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld.", "references": ["Qualifications", "Capitalization", "Waiver Of Jury Trials", "Successors", "Payments", "Titles", "Arbitration", "Vesting", "Approvals", "Tax Withholdings", "Authority", "Existence", "Closings", "Enforcements", "Further Assurances", "Death", "Employment", "Enforceability", "Governing Laws", "Taxes", "Notices", "Fees", "Litigations", "Confidentiality", "Financial Statements", "Warranties", "Modifications", "Specific Performance", "Consent To Jurisdiction", "Definitions", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Company shall reimburse Buyer for any and all expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (\u201cDocuments\u201d), including, without limitation, reasonable attorneys\u2019 and consultants\u2019 fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, including, but not limited to, any and all wire fees, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. At each Closing, the Company\u2019s initial obligation with respect to this transaction is to reimburse Buyer\u2019s legal expenses shall be $2,750.00 plus the cost of wire fees.", "references": ["Survival", "Defined Terms", "Brokers", "Benefits", "Enforcements", "Specific Performance", "Duties", "Compliance With Laws", "Base Salary", "Records", "Costs", "Consents", "Jurisdictions", "Litigations", "Headings", "Submission To Jurisdiction", "Agreements", "Positions", "Notices", "Governing Laws", "Applicable Laws", "Forfeitures", "Terminations", "Financial Statements", "Tax Withholdings", "Confidentiality", "Integration", "Vesting", "Venues", "Arbitration", "Expenses"], "gold": ["Expenses"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties threatened at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that (a)\u00a0purport to affect or pertain to this Agreement or any other Loan Document, or (b)\u00a0would reasonably be expected to have a Material Adverse Effect.", "references": ["Employment", "Submission To Jurisdiction", "Titles", "Adjustments", "Vacations", "Warranties", "Tax Withholdings", "Closings", "Intellectual Property", "Transactions With Affiliates", "Jurisdictions", "Vesting", "General", "Positions", "Indemnity", "Expenses", "Enforceability", "No Conflicts", "Records", "Consents", "Cooperation", "Change In Control", "No Waivers", "Solvency", "Definitions", "Arbitration", "Benefits", "Further Assurances", "Amendments", "Compliance With Laws", "Litigations"], "gold": ["Litigations"]}
+{"input": "The execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is a party, the borrowings and procurement of letters of credit hereunder by the Borrower and the creation and incurrence of the guarantees by the Guarantors set forth herein (collectively, the \u201c Transactions \u201d) (a)\u00a0have been duly authorized by all requisite partnership, limited liability company or corporate and, if required, partner, member or stockholder action and (b)\u00a0will not (i)\u00a0violate any provision of law, statute, rule, regulation or order or any Governmental Authority, (ii)\u00a0violate any provision of the limited partnership agreement, the LLC Agreement or any other constitutive document of any Loan Party or any of its Subsidiaries or any General Partner, (iii)\u00a0violate any provision of, or result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, any indenture, agreement or other instrument to which any Loan Party or any of its Subsidiaries is a party or by which any of them or any of their property is bound or (iv)\u00a0result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by any Loan Party or any of its Subsidiaries, that in the cases of clause (b)(i), (b)(ii) and (b)(iii) would reasonably be expected to have a Material Adverse Effect.", "references": ["Non-Disparagement", "Positions", "Venues", "Subsidiaries", "Counterparts", "Compliance With Laws", "No Waivers", "Agreements", "Closings", "Authority", "No Conflicts", "Anti-Corruption Laws", "Death", "Disclosures", "Duties", "Vacations", "Binding Effects", "Warranties", "Use Of Proceeds", "Jurisdictions", "Notices", "Integration", "Taxes", "Remedies", "Modifications", "Forfeitures", "Costs", "Change In Control", "Records", "Base Salary", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "GM is entitled to obtain Licensed Services for the benefit of and use by affiliates of GM. Such affiliates and their respective employees are entitled to use the Licensed Services in accordance with this Agreement and have and are entitled to all rights, benefits, and protections granted to GM pursuant to this Agreement with respect to such Licensed Services. GM is responsible for compliance by its affiliates with the terms and conditions set forth in this Agreement.", "references": ["Terminations", "Liens", "Anti-Corruption Laws", "Records", "Use Of Proceeds", "Transactions With Affiliates", "Representations", "Brokers", "Withholdings", "Modifications", "Payments", "Organizations", "Counterparts", "Forfeitures", "Binding Effects", "Indemnity", "Authorizations", "Qualifications", "Costs", "Benefits", "Integration", "Books", "Powers", "Waivers", "Vesting", "Agreements", "Capitalization", "Further Assurances", "Erisa", "Taxes", "General"], "gold": ["General"]}
+{"input": "This Agreement and the Notice of Grant evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall apply. All decisions of the Committee with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the TSR PRU.", "references": ["No Conflicts", "Sanctions", "Disclosures", "Governing Laws", "Jurisdictions", "Sales", "Confidentiality", "Payments", "Warranties", "Definitions", "Miscellaneous", "Arbitration", "Liens", "Consent To Jurisdiction", "Non-Disparagement", "Survival", "Effective Dates", "Terms", "Authorizations", "Notices", "Counterparts", "Assigns", "Employment", "Defined Terms", "Death", "Enforcements", "Vacations", "Records", "Representations", "Qualifications", "Construction"], "gold": ["Construction"]}
+{"input": "The representations and warranties contained herein shall survive the Closing and the delivery of the Shares. The terms of this Article V shall survive the termination of the Agreement pursuant to Section 5.1.", "references": ["Enforceability", "Sanctions", "Change In Control", "No Waivers", "Warranties", "Insurances", "Death", "Adjustments", "Costs", "Capitalization", "Arbitration", "Participations", "Disclosures", "Qualifications", "Benefits", "Governing Laws", "Authority", "Venues", "Enforcements", "Erisa", "Integration", "Anti-Corruption Laws", "Sales", "Expenses", "Forfeitures", "Applicable Laws", "Employment", "Publicity", "Consents", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "The making, entry into, issuance and sale of this Warrant and the performance of the Company\u2019s obligations hereunder (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable Law or the charter, bylaws or other organizational documents of the Company or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company, any of its subsidiaries or the Company\u2019s or its subsidiaries\u2019 assets or give rise to a right thereunder to require any payment to be made by any such Person and (iv) will not result in the creation or imposition of any lien on any asset of any of the Company or any of its subsidiaries.", "references": ["Jurisdictions", "Erisa", "Sales", "Existence", "Applicable Laws", "Assigns", "Warranties", "Submission To Jurisdiction", "Terminations", "Forfeitures", "Disclosures", "Employment", "Remedies", "Enforceability", "Agreements", "Use Of Proceeds", "Headings", "Positions", "Interpretations", "Specific Performance", "Indemnifications", "Waivers", "Qualifications", "Duties", "Benefits", "Amendments", "General", "Binding Effects", "Books", "Integration", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Promptly after any Loan Party becomes aware thereof, furnish to the Administrative Agent and each Lender written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect.", "references": ["Severability", "Adjustments", "Remedies", "Fees", "Authority", "Notices", "Governing Laws", "Indemnity", "Disability", "Intellectual Property", "Forfeitures", "Liens", "Assigns", "No Conflicts", "Waivers", "Indemnifications", "Subsidiaries", "Positions", "No Waivers", "Effectiveness", "Successors", "Modifications", "Duties", "Submission To Jurisdiction", "General", "Existence", "Titles", "Sanctions", "Binding Effects", "Entire Agreements", "Erisa"], "gold": ["Erisa"]}
+{"input": "This Agreement shall be governed by and construed in accordance with Delaware law, without regard to its conflict of laws rules.", "references": ["Approvals", "Tax Withholdings", "Headings", "Remedies", "Non-Disparagement", "Effectiveness", "Miscellaneous", "No Waivers", "Subsidiaries", "Further Assurances", "Payments", "Transactions With Affiliates", "General", "Cooperation", "Costs", "Construction", "Expenses", "Releases", "Authority", "Submission To Jurisdiction", "Interests", "Records", "Binding Effects", "Withholdings", "Defined Terms", "Integration", "Notices", "Employment", "Qualifications", "Consent To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic method of transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.", "references": ["Costs", "Capitalization", "Binding Effects", "Non-Disparagement", "Survival", "Effective Dates", "Warranties", "Anti-Corruption Laws", "Compliance With Laws", "Entire Agreements", "Arbitration", "Intellectual Property", "No Defaults", "Publicity", "Applicable Laws", "Enforceability", "Change In Control", "Effectiveness", "No Conflicts", "Miscellaneous", "Defined Terms", "Sales", "Participations", "Litigations", "Transactions With Affiliates", "Interests", "Brokers", "Further Assurances", "Disclosures", "Indemnifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The RSUs are being issued pursuant to Article 8 (Restricted Stock and Restricted Stock Units) of the Plan. The RSUs are subject to the terms of the Plan. The Executive acknowledges receipt of the Plan booklet which contains the entire Plan, and the Executive represents and warrants that the Executive has read the Plan. Additional copies of the Plan are available upon request during normal business hours at the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect. The words \" including, \" \" includes, \" or \" include \" are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as \" without limitation \" or \" but not limited to \" are used in each instance.", "references": ["Sanctions", "Consent To Jurisdiction", "Solvency", "Governing Laws", "Defined Terms", "Fees", "Costs", "Non-Disparagement", "Interests", "Use Of Proceeds", "Applicable Laws", "Notices", "Entire Agreements", "Jurisdictions", "Titles", "Agreements", "Cooperation", "Base Salary", "Authority", "Approvals", "Severability", "No Waivers", "Interpretations", "Submission To Jurisdiction", "Expenses", "Participations", "Assigns", "Further Assurances", "Change In Control", "Closings", "Construction"], "gold": ["Construction"]}
+{"input": "The Lenders agree to indemnify each Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an \u201c Agent Indemnitee \u201d) (to the extent not reimbursed by Parent or the ABL Administrative Borrower and without limiting any obligation of Parent or the ABL Administrative Borrower to do so), ratably according to their respective Aggregate Exposure Percentages or outstanding FILO Term Loans, as applicable, in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages or outstanding FILO Term Loans, as applicable, immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, the FILO Term Loans, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee\u2019s gross negligence, bad faith or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.", "references": ["Vesting", "Entire Agreements", "Defined Terms", "Change In Control", "Existence", "Costs", "Interests", "Jurisdictions", "No Waivers", "Amendments", "Financial Statements", "Agreements", "Expenses", "Waivers", "Capitalization", "Sales", "Enforcements", "Qualifications", "Warranties", "Insurances", "Applicable Laws", "Solvency", "Forfeitures", "Disclosures", "Compliance With Laws", "Records", "Authority", "Interpretations", "Fees", "Duties", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Any notices regarding acceptance, rejection, revocation or any other matters arising under this Agreement shall be sent by a method of delivery which provides a receipt of delivery and shall be addressed as provided below. Any change of contact information listed below shall be promptly reported to the other party at the address below. Notices to Employee should be addressed to Employee\u2019s home address on file with Team. Notices to Team should be addressed to the EVP, Chief Legal Officer for Team, Inc. located at 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478. Such notice may be delivered by fax to 281.388.5583 or electronic mail (with confirmed receipt) to Butch.Bouchard@Teaminc.com.", "references": ["Governing Laws", "Capitalization", "Tax Withholdings", "Headings", "Agreements", "Warranties", "Releases", "Payments", "Expenses", "No Conflicts", "Indemnity", "Assigns", "Consents", "Interpretations", "Indemnifications", "Death", "Approvals", "Entire Agreements", "Arbitration", "Costs", "Sanctions", "Litigations", "Duties", "Benefits", "Taxes", "Construction", "Books", "Withholdings", "Vacations", "Integration", "Notices"], "gold": ["Notices"]}
+{"input": "In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and the Parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or unenforceable provisions with valid, legal, and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.", "references": ["Solvency", "Enforceability", "Sanctions", "Withholdings", "Compliance With Laws", "No Waivers", "Agreements", "Binding Effects", "Duties", "Publicity", "Disclosures", "Miscellaneous", "Jurisdictions", "No Conflicts", "Payments", "Entire Agreements", "Erisa", "Consent To Jurisdiction", "Qualifications", "Base Salary", "Amendments", "Releases", "Effectiveness", "Consents", "Existence", "Brokers", "Modifications", "Survival", "Authorizations", "Use Of Proceeds", "Severability"], "gold": ["Severability"]}
+{"input": "Each Obligor and each Lender hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this Amendment, the other Loan Documents or the transactions contemplated hereby or thereby.", "references": ["Consents", "Definitions", "Successors", "Books", "Titles", "Capitalization", "Submission To Jurisdiction", "Powers", "Arbitration", "Survival", "Use Of Proceeds", "Anti-Corruption Laws", "Terms", "Agreements", "Records", "Compliance With Laws", "Authorizations", "Enforceability", "Authority", "Benefits", "Amendments", "Assigns", "Liens", "Integration", "Non-Disparagement", "Solvency", "Indemnifications", "Forfeitures", "Enforcements", "Litigations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "All operating expenses normal to the operation and maintenance of the Property, including without limitation: Property Taxes; current installments of any improvement bonds or assessments which are a lien on the Property or which are pending and may become a lien on the Property; water, sewer and utility charges; amounts payable under any Contract for any period in which the Closing occurs; and permits, licenses and inspection fees. Expenses shall not include expenses which are of a capital nature.", "references": ["Applicable Laws", "Waiver Of Jury Trials", "Sanctions", "Intellectual Property", "Integration", "Disclosures", "Use Of Proceeds", "Remedies", "Indemnity", "Vesting", "Successors", "Further Assurances", "Entire Agreements", "Construction", "Terminations", "Non-Disparagement", "Costs", "Arbitration", "Titles", "Venues", "Adjustments", "Compliance With Laws", "Qualifications", "Miscellaneous", "Capitalization", "Authorizations", "Enforcements", "Brokers", "Sales", "Binding Effects", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each registration and application for registration with a Governmental Entity or Internet domain name registrar of Owned Intellectual Property (collectively, the \u201c Registered Intellectual Property \u201d) is (i) valid, subsisting and enforceable, (ii) currently in compliance with any and all formal legal requirements necessary to maintain the validity and enforceability thereof and record and perfect the Company\u2019s or any of its Subsidiaries\u2019 interest therein, and (iii) not subject to any Action or Contract adversely affecting the Company\u2019s or any of its Subsidiaries\u2019 use thereof or rights thereto, or that could impair the validity or enforceability thereof.", "references": ["Books", "Definitions", "Indemnifications", "Disclosures", "Participations", "Submission To Jurisdiction", "Disability", "Use Of Proceeds", "Base Salary", "Non-Disparagement", "Headings", "Cooperation", "Further Assurances", "Waiver Of Jury Trials", "Indemnity", "Integration", "Amendments", "Employment", "Existence", "Effective Dates", "Closings", "Records", "Approvals", "Capitalization", "Brokers", "Defined Terms", "Solvency", "Governing Laws", "Enforceability", "Assigns", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "At any time during the period beginning on the first day of the Plan Year that includes the date a Participant attains age 35 (or the date the Participant's employment terminates, if earlier) and ending on the earlier of the date the first payment is made to the Participant or the Participant's death, the Participant may waive the QPSA with the written consent of the Spouse and elect an optional form of benefit payment. The waiver shall be in the form of a written election by the Participant and consent by the Spouse. The Participant may not designate a different Beneficiary without a new consent by the Spouse. If the Participant does not waive the QPSA during the Participant's lifetime, the Spouse may waive the QPSA and elect an optional form of benefit payment at any time after the Participant's death and before payment begins. A Participant or Spouse may waive the QPSA as to the entire benefit or any portion of the otherwise payable benefit.", "references": ["Assigns", "Intellectual Property", "Non-Disparagement", "Costs", "Consents", "Agreements", "Releases", "Interests", "Disability", "Severability", "Liens", "Tax Withholdings", "Solvency", "Effective Dates", "Warranties", "Disclosures", "Subsidiaries", "Representations", "Base Salary", "Headings", "Applicable Laws", "Qualifications", "Consent To Jurisdiction", "Erisa", "Remedies", "Interpretations", "Indemnity", "Entire Agreements", "Payments", "Titles", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed in counterparts, by facsimile or Adobe Acrobat pdf file each of which shall be deemed an original for all intents and purposes.", "references": ["Terms", "Brokers", "Litigations", "Benefits", "Change In Control", "Effectiveness", "Duties", "Transactions With Affiliates", "Modifications", "Construction", "Survival", "Insurances", "Jurisdictions", "Payments", "Costs", "Representations", "Liens", "Disclosures", "Authority", "Applicable Laws", "Intellectual Property", "Consent To Jurisdiction", "No Waivers", "Governing Laws", "Terminations", "Approvals", "Books", "Sales", "Agreements", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.", "references": ["Waivers", "Sanctions", "Interests", "Indemnity", "Adjustments", "Submission To Jurisdiction", "Litigations", "Definitions", "Approvals", "No Defaults", "Assigns", "Consent To Jurisdiction", "Withholdings", "Death", "Entire Agreements", "Enforcements", "Costs", "General", "Positions", "Forfeitures", "Governing Laws", "Sales", "Compliance With Laws", "Employment", "Interpretations", "Indemnifications", "Integration", "Survival", "Financial Statements", "Anti-Corruption Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $4,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Existence", "Liens", "Enforcements", "Titles", "No Defaults", "Headings", "Vesting", "Disability", "Binding Effects", "Specific Performance", "Solvency", "Approvals", "Expenses", "Remedies", "No Conflicts", "Duties", "Vacations", "Counterparts", "Integration", "Organizations", "Taxes", "Interpretations", "General", "Authority", "Intellectual Property", "Change In Control", "Withholdings", "Transactions With Affiliates", "Insurances", "Disclosures", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement will be governed by the laws of the State of New York (with the exception of its conflict of laws/choice of laws provisions).", "references": ["Counterparts", "Amendments", "Records", "Authorizations", "Death", "Employment", "Interests", "Taxes", "Powers", "Books", "Interpretations", "Representations", "Confidentiality", "Construction", "Arbitration", "Venues", "Headings", "Forfeitures", "Non-Disparagement", "Brokers", "Liens", "Intellectual Property", "Binding Effects", "Vesting", "Capitalization", "Consent To Jurisdiction", "Waivers", "Specific Performance", "Notices", "Disability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a)\u00a0when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the Goff Parties, and on the next business day if sent after normal business hours of the Goff Parties; or (d)\u00a0on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth in this Section \u00a010 (or to such other address that may be designated by a Party from time to time in accordance with this Section \u00a010 ).", "references": ["Duties", "Non-Disparagement", "Modifications", "Base Salary", "Existence", "Compliance With Laws", "Disclosures", "Entire Agreements", "Participations", "Remedies", "No Waivers", "Sanctions", "Confidentiality", "Effective Dates", "Terminations", "Insurances", "Indemnity", "Transactions With Affiliates", "Disability", "Cooperation", "Consents", "Death", "Expenses", "Powers", "Enforceability", "Fees", "Subsidiaries", "Authorizations", "Amendments", "Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "Each Borrower and each other Loan Party has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery, and performance by each Borrower and each other Loan Party of this Amendment have been duly approved by all necessary corporate action, have received all necessary governmental approval, if any, and except to the extent such contravention or restriction would reasonably be expected to result in a Material Adverse Effect, do not contravene any law or any contractual restriction binding on such Borrower or such Loan Party.", "references": ["Liens", "Construction", "Terms", "Duties", "Indemnity", "Fees", "Applicable Laws", "Adjustments", "Insurances", "Consent To Jurisdiction", "Governing Laws", "Death", "Specific Performance", "Entire Agreements", "Organizations", "Taxes", "Submission To Jurisdiction", "Existence", "Confidentiality", "General", "Enforcements", "Definitions", "Transactions With Affiliates", "Binding Effects", "Modifications", "Vacations", "Waivers", "Employment", "Successors", "Qualifications", "Authority"], "gold": ["Authority"]}
+{"input": "Seller hereby represents to Buyer that as of the date hereof, the Seller Parties are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.", "references": ["Releases", "Confidentiality", "Terms", "Base Salary", "Modifications", "Erisa", "No Waivers", "General", "Participations", "Powers", "Assignments", "Compliance With Laws", "Subsidiaries", "Closings", "Existence", "Anti-Corruption Laws", "Expenses", "Successors", "Solvency", "Publicity", "Specific Performance", "Benefits", "Amendments", "Use Of Proceeds", "Non-Disparagement", "No Conflicts", "Defined Terms", "Qualifications", "Terminations", "Costs", "Representations"], "gold": ["Representations"]}
+{"input": "The Plan was initially adopted by the Board on March\u00a022, 2016 (the \u201c Effective Date \u201d) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. The Restatement shall become effective on the later of the date that it is approved by the Board or the date that it is approved by the Company\u2019s stockholders (the \u201c Restatement Effective Date ). From and after the Restatement Effective Date, the Plan, as restated by the Restatement, shall govern all Awards hereunder, including Awards granted prior to the Restatement Effective Date, provided, however, that to the extent that any provision of the Plan as in effect after the Restatement conflicts with a term of the Plan as in effect prior to the Restatement and the Restatement would adversely affect a Participant\u2019s rights with respect to an Award granted prior to the Restatement Effective Date, the terms of the Plan as in effect prior to the Restatement shall control (but only to such extent).", "references": ["Venues", "Specific Performance", "Titles", "Survival", "Governing Laws", "Interests", "Adjustments", "Authorizations", "Base Salary", "Interpretations", "Indemnifications", "Intellectual Property", "Authority", "Brokers", "Arbitration", "Employment", "Non-Disparagement", "Liens", "Tax Withholdings", "Assignments", "Disclosures", "Sanctions", "Closings", "Confidentiality", "Waivers", "Vesting", "Indemnity", "Vacations", "Qualifications", "Consents", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The RSA will vest in equal annual installments over a four (4) year period beginning on the first anniversary of the Effective Date of the Agreement, and will cease to vest if the Executive\u2019s service as an employee of the Company is terminated for any reason, except as described in Section 3.6.", "references": ["Records", "Tax Withholdings", "Construction", "Brokers", "Benefits", "Integration", "Amendments", "Capitalization", "Titles", "Terms", "Consent To Jurisdiction", "Approvals", "Organizations", "Headings", "Costs", "Warranties", "Releases", "Liens", "Submission To Jurisdiction", "Financial Statements", "Erisa", "Payments", "Effective Dates", "Severability", "Representations", "Positions", "Successors", "Authority", "Disclosures", "Interests", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Company shall, and shall cause VTBH to, use its commercially reasonable efforts to perform its obligations under the Settlement Agreement and to consummate the Settlement on the terms set forth in the Settlement Agreement as promptly as practicable following the Closing. Without limiting the generality of the foregoing, the Company shall, and shall cause VTBH to, cooperate with the Seller to file such stipulations and other documents as may be required to dismiss the New York Action with prejudice and shall provide the Investors with as filed copies thereof promptly following the filing thereof. The provisions of this Section\u00a06.4 shall survive the Closing.", "references": ["Records", "Litigations", "Solvency", "No Defaults", "Applicable Laws", "Notices", "Indemnifications", "Specific Performance", "Withholdings", "Definitions", "Severability", "Base Salary", "Publicity", "Benefits", "Enforcements", "Effective Dates", "General", "No Waivers", "Vacations", "Defined Terms", "Confidentiality", "Terminations", "Arbitration", "Subsidiaries", "Transactions With Affiliates", "Releases", "Qualifications", "Insurances", "Assigns", "Vesting", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Purchaser has all requisite authority and full legal capacity to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by Purchaser pursuant to all necessary authorizations and is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to General Enforceability Exceptions.", "references": ["Effectiveness", "Entire Agreements", "Sanctions", "Warranties", "Enforcements", "Taxes", "Counterparts", "Benefits", "Liens", "Interests", "Subsidiaries", "Costs", "Non-Disparagement", "Agreements", "Tax Withholdings", "Effective Dates", "Participations", "Expenses", "Further Assurances", "Terms", "Integration", "Confidentiality", "Change In Control", "Vesting", "Amendments", "Indemnifications", "Headings", "Construction", "Powers", "Survival", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof.", "references": ["Litigations", "Jurisdictions", "Notices", "Forfeitures", "Enforcements", "Change In Control", "Books", "Publicity", "Interpretations", "Confidentiality", "Survival", "Organizations", "No Waivers", "Duties", "Adjustments", "Terms", "Transactions With Affiliates", "Waiver Of Jury Trials", "Amendments", "Liens", "Base Salary", "Interests", "Fees", "Applicable Laws", "Expenses", "Vacations", "Consents", "Effectiveness", "Disability", "Submission To Jurisdiction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Unless otherwise defined in this Agreement, terms used in this Agreement with initial capital letters will have the meanings assigned to them in the Plan.", "references": ["Venues", "Warranties", "Waiver Of Jury Trials", "Intellectual Property", "Vacations", "Authority", "Consent To Jurisdiction", "Releases", "Representations", "Modifications", "Disability", "Organizations", "Defined Terms", "Insurances", "Erisa", "Interests", "Arbitration", "Positions", "Terms", "No Conflicts", "Fees", "Taxes", "Publicity", "Adjustments", "Enforcements", "Titles", "General", "No Waivers", "Authorizations", "Disclosures", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Award is subject to adjustment pursuant to Sections 12 and 13 of the Plan.", "references": ["Compliance With Laws", "Insurances", "Integration", "Severability", "Use Of Proceeds", "Effectiveness", "No Defaults", "Authority", "Subsidiaries", "Books", "Liens", "Withholdings", "Definitions", "Notices", "Modifications", "Further Assurances", "Disclosures", "General", "Entire Agreements", "Base Salary", "Death", "Cooperation", "Benefits", "Sales", "Erisa", "Indemnifications", "No Waivers", "Payments", "Financial Statements", "Venues", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "(a) None of the Loan Parties or any of their Subsidiaries is engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation\u00a0U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loans will be used for any purpose that violates Regulation\u00a0U issued by the FRB.", "references": ["Representations", "Construction", "General", "Confidentiality", "Duties", "Definitions", "No Waivers", "Litigations", "Vacations", "Publicity", "Records", "Benefits", "Indemnifications", "Arbitration", "Agreements", "Payments", "Enforcements", "Miscellaneous", "Remedies", "Brokers", "Forfeitures", "Disclosures", "Solvency", "Submission To Jurisdiction", "Non-Disparagement", "Severability", "Base Salary", "Taxes", "Releases", "Waivers", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Effective as of the Closing, to the fullest extent permitted by applicable Law, the Purchaser, on behalf of itself and its Affiliates, respectively (the \u201c Releasing Persons \u201d), will release and discharge the Seller from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Seller arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from Seller, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Seller or its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document.", "references": ["Base Salary", "Brokers", "Agreements", "Compliance With Laws", "Headings", "Consents", "Solvency", "Applicable Laws", "Remedies", "Liens", "Amendments", "Indemnity", "Books", "Death", "Insurances", "Warranties", "Governing Laws", "Binding Effects", "Tax Withholdings", "Duties", "Expenses", "Submission To Jurisdiction", "Venues", "Integration", "Representations", "No Waivers", "Records", "Powers", "Terms", "Definitions", "Releases"], "gold": ["Releases"]}
+{"input": "Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto.\u00a0\u00a0This Agreement may not be assigned (by operation of law or otherwise) without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided , however , that each of ACON, Fundamental and Mr. Mariotti is permitted to assign this Agreement to their respective Permitted Transferees of the Class B Common Stock and each ACON Holdco and Fundamental is permitted to assign this Agreement to its respective affiliates in connection with a transfer of the Class A Common Stock to such affiliate.\u00a0\u00a0Each of ACON, the ACON Holdcos, Fundamental and Mr. Mariotti shall cause any of their respective Permitted Transferees of the Class B Common Stock (or, in the case of an assignment of this Agreement by an ACON Holdco to one or more of its affiliates in connection with a transfer of Class A Common Stock, such ACON Holdco\u2019s affiliate), to become a party to this Agreement.", "references": ["Severability", "No Defaults", "Insurances", "Enforceability", "Amendments", "Specific Performance", "Compliance With Laws", "Interpretations", "Qualifications", "Indemnity", "Assigns", "Definitions", "Tax Withholdings", "Defined Terms", "Authority", "Terms", "Integration", "Modifications", "Consents", "Non-Disparagement", "Authorizations", "Titles", "Approvals", "Books", "Applicable Laws", "Withholdings", "Agreements", "Use Of Proceeds", "Cooperation", "Adjustments", "Assignments"], "gold": ["Assignments"]}
+{"input": "All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section \u00a09.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower as provided in Section \u00a09.01 of the Credit Agreement.", "references": ["Fees", "Anti-Corruption Laws", "Approvals", "Enforcements", "Effectiveness", "Benefits", "Enforceability", "Erisa", "Survival", "Organizations", "Powers", "Duties", "Arbitration", "Closings", "Insurances", "Binding Effects", "Non-Disparagement", "Releases", "Qualifications", "Consent To Jurisdiction", "Sales", "Submission To Jurisdiction", "Existence", "Employment", "Positions", "Forfeitures", "Liens", "Vesting", "Expenses", "Payments", "Notices"], "gold": ["Notices"]}
+{"input": "There is no material action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company\u2019s or its Subsidiaries\u2019 officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule (s) .\u00a0 To the knowledge of the Company, no director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. \u00a71519 or engaged in spoliation in reasonable anticipation of litigation.\u00a0 Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries.\u00a0 The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act.\u00a0 After reasonable inquiry of its officers (as defined in Rule\u00a016a-1(f)\u00a0promulgated under the 1934 Act) and members of its board of directors, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding.\u00a0 Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.", "references": ["Representations", "Death", "Adjustments", "Definitions", "Expenses", "Solvency", "Authority", "Waivers", "Base Salary", "Binding Effects", "Disability", "Effectiveness", "Costs", "Governing Laws", "Entire Agreements", "Jurisdictions", "Successors", "Interpretations", "Releases", "Warranties", "Compliance With Laws", "Positions", "Use Of Proceeds", "Brokers", "Modifications", "Insurances", "Powers", "Disclosures", "Agreements", "Survival", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts shall constitute but one and the same instrument which may be sufficiently evidenced by one counterpart. This Agreement may be executed via facsimile or electronic signature, and each such facsimile copy, electronic signature or counterpart shall be deemed an original.", "references": ["Remedies", "Terms", "Taxes", "Books", "Change In Control", "Disability", "Arbitration", "Further Assurances", "Publicity", "Employment", "Financial Statements", "Participations", "Agreements", "Severability", "Liens", "Powers", "Withholdings", "Tax Withholdings", "Duties", "Waivers", "Defined Terms", "Entire Agreements", "No Defaults", "Indemnity", "Adjustments", "Intellectual Property", "Specific Performance", "Effective Dates", "Benefits", "Warranties", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All payments to be made by the Company shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. All payments by the Company hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent\u2019s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall, at the option of the Administrative Agent, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Company shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Publicity", "Disclosures", "Indemnity", "Litigations", "Representations", "Costs", "Vesting", "Notices", "Assignments", "Transactions With Affiliates", "Amendments", "Change In Control", "Warranties", "Brokers", "Venues", "Closings", "Counterparts", "Severability", "Assigns", "Erisa", "Participations", "Modifications", "Intellectual Property", "Arbitration", "Insurances", "Compliance With Laws", "Releases", "Tax Withholdings", "No Conflicts", "Forfeitures", "General"], "gold": ["General"]}
+{"input": "All amounts to be paid to, or deposited by any Seller, the Servicer, or Sprint Corporation with, the Collateral Agent, the Administrative Agent, any Purchaser Agent, or any other Person hereunder (other than amounts payable under Sections 3.3(e) and 4.2 ) shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (New York City time) on the day when due in U.S. Dollars in same day funds to the applicable account set forth on Schedule I or to such other account as the Collateral Agent, the Administrative Agent, or any Purchaser Agent, as applicable, shall designate in writing to the Servicer from time to time.", "references": ["Interpretations", "Entire Agreements", "Specific Performance", "Consent To Jurisdiction", "Transactions With Affiliates", "Terms", "Vacations", "Employment", "Insurances", "Counterparts", "Change In Control", "Liens", "Authorizations", "Assigns", "Modifications", "Disability", "General", "Indemnity", "Use Of Proceeds", "Powers", "Miscellaneous", "Waiver Of Jury Trials", "Representations", "Records", "Enforceability", "Tax Withholdings", "Terminations", "No Defaults", "Vesting", "Non-Disparagement", "Payments"], "gold": ["Payments"]}
+{"input": "The enforcing Party will keep the non-enforcing Party regularly informed of the status and progress of such enforcement efforts with respect to any Prothena Licensed Collaboration Patent or Licensed Program Patent, in each case other than a Prothena Platform Patent. The enforcing Party shall consult with the non-enforcing Party and will take comments of the non-enforcing Party into good faith consideration with respect to the infringement or claim construction of any claim in any such Prothena Licensed Collaboration Patent or Licensed Program Patent. The non-enforcing Party will provide to the enforcing Party reasonable cooperation in such enforcement, at such enforcing Party\u2019s request and expense.", "references": ["Definitions", "Death", "Benefits", "Fees", "Disability", "Confidentiality", "Consent To Jurisdiction", "Compliance With Laws", "Agreements", "Records", "Payments", "Disclosures", "Participations", "Forfeitures", "Litigations", "Integration", "Enforcements", "Use Of Proceeds", "Taxes", "Amendments", "Authorizations", "Indemnity", "Anti-Corruption Laws", "Positions", "Submission To Jurisdiction", "Withholdings", "Adjustments", "Construction", "Transactions With Affiliates", "Base Salary", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Executive shall continue to make himself available at reasonable times, so as not to unreasonably interfere with his ongoing business activities, to the Company Group and to advise the Company Group, at their request, about disputes with third parties as to which Executive has knowledge, and Executive agrees to cooperate fully with the Company Group in connection with litigation, arbitration and similar proceedings (collectively \u201c Dispute Proceedings \u201d) and to provide testimony with respect to Executive\u2019s knowledge in any such Dispute Proceedings involving the Company or any member of the Company Group, in all cases without additional compensation or consideration from the Company.", "references": ["Transactions With Affiliates", "Capitalization", "General", "Assignments", "Construction", "Change In Control", "Death", "No Waivers", "Use Of Proceeds", "Disability", "Headings", "Entire Agreements", "Indemnifications", "Tax Withholdings", "Modifications", "Benefits", "Disclosures", "Compliance With Laws", "Submission To Jurisdiction", "Titles", "Publicity", "Intellectual Property", "Sales", "Definitions", "Authorizations", "Effective Dates", "Payments", "Books", "Survival", "Governing Laws", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Pursuant to Section 9 of the Plan and the Guidelines, the Committee will adjust the Performance Targets for the relevant Performance Period to exclude the impact of charges for restructurings, discontinued operations, extraordinary items, all non-cash charges resulting from any write-down of oil and gas properties and all other non-cash components of Accumulated Other Comprehensive Income (AOCI), other unusual or non-recurring items, and the cumulative effect of accounting changes, each as defined by generally accepted accounting principles and as identified in Southwestern\u2019s audited financial statements, including the notes thereto.", "references": ["Releases", "Employment", "Severability", "Remedies", "Terminations", "No Waivers", "Modifications", "Fees", "Indemnity", "Insurances", "Miscellaneous", "Liens", "Tax Withholdings", "Intellectual Property", "Records", "Non-Disparagement", "Counterparts", "Compliance With Laws", "Brokers", "Titles", "Vacations", "Qualifications", "Consent To Jurisdiction", "Approvals", "Publicity", "Withholdings", "Warranties", "Assignments", "Further Assurances", "Erisa", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "Except as amended by the terms of this Amendment, the terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control. This Amendment and the Agreement constitute the sole and entire understanding of the Parties with respect to the matters contemplated hereby and supersede and render null and void all prior negotiations, representations, agreements, and understandings (oral and written) between the Parties with respect to such matters. This Amendment shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns. This Amendment may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.", "references": ["Employment", "Transactions With Affiliates", "Non-Disparagement", "Indemnifications", "No Conflicts", "Remedies", "Definitions", "Compliance With Laws", "Erisa", "Use Of Proceeds", "Headings", "Closings", "Survival", "Severability", "Publicity", "Costs", "Withholdings", "Litigations", "Solvency", "Sanctions", "Vesting", "No Waivers", "Effective Dates", "Integration", "Participations", "No Defaults", "Effectiveness", "Successors", "Assigns", "Modifications", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant\u2019s Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee.", "references": ["Assigns", "Vacations", "Interests", "Enforceability", "Jurisdictions", "Employment", "Severability", "Participations", "Authorizations", "Representations", "Cooperation", "Compliance With Laws", "Fees", "Remedies", "Consent To Jurisdiction", "Titles", "Confidentiality", "Adjustments", "Change In Control", "Notices", "No Defaults", "Releases", "Consents", "Assignments", "Definitions", "No Conflicts", "Warranties", "Insurances", "Records", "Brokers", "Terminations"], "gold": ["Terminations"]}
+{"input": "Whether or not the Closing takes place, except as otherwise provided herein, all fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants and appraisal fees, costs and expenses, and travel, lodging, entertainment and associated expenses) incurred in connection with the negotiation of this Agreement and the other agreements contemplated hereby, the performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (a) by the Company, prior to the Closing, shall be paid by the Sellers in accordance with their respective Allocation Percentages or, at or prior to the Closing, by the Company, (b) by any Seller shall be paid by such Seller and (c) by the Purchaser and, from and after the Closing, the Company, shall be paid by the Purchaser or, following the Closing, the Company; it being acknowledged and agreed that (i) the costs and expenses of the Accounting Firm shall be allocated pursuant to Section 1.05(e) , Section 9.01(a) or Section 9.05 , as applicable, (ii) all fees and costs in connection with the \u201ctail\u201d insurance policies set forth in Section 6.02 shall be allocated pursuant to Section 6.02 , and (iii) all Transfer Taxes shall be allocated pursuant to Section 9.02 .", "references": ["Benefits", "Submission To Jurisdiction", "Insurances", "Jurisdictions", "Change In Control", "Capitalization", "Further Assurances", "Disclosures", "Vacations", "Erisa", "Qualifications", "Anti-Corruption Laws", "No Waivers", "Indemnity", "Cooperation", "Solvency", "Intellectual Property", "Titles", "Agreements", "Organizations", "Applicable Laws", "Assigns", "Governing Laws", "Non-Disparagement", "Waiver Of Jury Trials", "Severability", "Representations", "Base Salary", "Terminations", "Counterparts", "Expenses"], "gold": ["Expenses"]}
+{"input": "On the Closing Date, the Obligor shall deliver to the Purchasers the documents described in and otherwise satisfy the conditions described in Section \u00a04.01 hereof. Upon the satisfaction of such conditions, the Purchasers will pay the Purchase Price for the Bonds in immediately available federal funds to the Existing Letter of Credit Issuer as reimbursement for the amounts drawn on the Existing Letters of Credit to pay, in connection with the mandatory tender of the Bonds on the Closing Date, the purchase price thereof. One fully registered Bond for each series, in principal amount equal to the Purchase Price of such Bonds paid by the applicable Purchaser, shall be issued in certificated form to, registered in the name of, and delivered to such Purchaser.", "references": ["Severability", "Survival", "Assigns", "Change In Control", "Benefits", "Counterparts", "Disability", "Interests", "Use Of Proceeds", "Subsidiaries", "Duties", "No Conflicts", "Remedies", "Confidentiality", "Definitions", "Effectiveness", "Interpretations", "Taxes", "Insurances", "Payments", "Solvency", "Specific Performance", "Brokers", "Cooperation", "Positions", "Disclosures", "No Waivers", "Enforceability", "Submission To Jurisdiction", "Notices", "Closings"], "gold": ["Closings"]}
+{"input": "The Company or one of its Affiliates shall require the Employee to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock Units by retaining a number of Shares issued in respect of the Restricted Stock Units then vesting that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld (and the Employee shall thereupon be deemed to have satisfied his or her obligations under this Section 6(a)). The number of Shares to be issued in respect of Restricted Stock Units shall thereupon be reduced by the number of Shares so retained.", "references": ["Submission To Jurisdiction", "Governing Laws", "Successors", "Solvency", "Approvals", "Terms", "Binding Effects", "Anti-Corruption Laws", "Releases", "Forfeitures", "Insurances", "Books", "Powers", "Consent To Jurisdiction", "Costs", "Counterparts", "Disability", "Qualifications", "Financial Statements", "Vacations", "General", "Sanctions", "Employment", "Terminations", "Payments", "Interpretations", "Existence", "Cooperation", "Entire Agreements", "Duties", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Enstar is duly organized, validly existing and in good standing under the laws of Bermuda, and has all requisite corporate power and authority to carry on the operations of its business as it is now being conducted. Prior to the Closing Date, the Retrocessionaire will be duly organized, validly existing and in good standing under the laws of the Cayman Islands, and will have all requisite corporate power and authority to carry on the operations of its business as it will be conducted after the Closing Date. As of the Closing Date, each of Enstar and the Retrocessionaire will have obtained all authorizations and approvals required under Applicable Law to perform their respective obligations under the Transaction Agreements.", "references": ["Indemnity", "Entire Agreements", "Base Salary", "Payments", "Records", "Representations", "Confidentiality", "Releases", "Closings", "Remedies", "Vesting", "Publicity", "Defined Terms", "No Waivers", "Vacations", "Anti-Corruption Laws", "Enforceability", "Costs", "Employment", "Waiver Of Jury Trials", "Effectiveness", "Expenses", "Terminations", "Specific Performance", "Adjustments", "Non-Disparagement", "Compliance With Laws", "Assigns", "No Conflicts", "Change In Control", "Organizations"], "gold": ["Organizations"]}
+{"input": "Each Loan Party and its Restricted Subsidiaries is in compliance in all respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it, except in such instances in which (a)\u00a0such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b)\u00a0the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.", "references": ["Capitalization", "Publicity", "Indemnifications", "Sales", "Effective Dates", "Remedies", "Transactions With Affiliates", "Confidentiality", "Entire Agreements", "Anti-Corruption Laws", "Sanctions", "Base Salary", "Jurisdictions", "Vesting", "Employment", "No Defaults", "Change In Control", "Cooperation", "Submission To Jurisdiction", "Binding Effects", "Indemnity", "Agreements", "Survival", "Interpretations", "Waivers", "Notices", "Records", "Disability", "Enforcements", "Forfeitures", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company will reimburse Consultant for reasonable expenses incidental to consulting services provided pursuant to this Agreement, subject to the requirements set forth in this Section 3.2. Requests for reimbursement must be itemized and supported by appropriate documentation (i.e. itemized receipts). Such reimbursable expenses shall include air travel consistent with the Company\u2019s policies and lodging at any of the hotels on the Company\u2019s then-current approved hotel list, which was incurred in connection with providing the consulting services.", "references": ["Closings", "Capitalization", "Effective Dates", "Base Salary", "Jurisdictions", "Terms", "Existence", "Subsidiaries", "Warranties", "Integration", "Waiver Of Jury Trials", "Agreements", "Death", "Brokers", "Amendments", "No Defaults", "Disability", "Enforcements", "Authority", "Use Of Proceeds", "Disclosures", "Arbitration", "Interpretations", "Powers", "General", "Binding Effects", "Records", "Consent To Jurisdiction", "Vesting", "Remedies", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each Grantor will, at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to: (i) perfect and protect the security interest of the Collateral Agent created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral, including, without limitation, the Controlled Accounts; or (iii) otherwise effect the purposes of this Agreement, including, without limitation: (A) marking conspicuously all Chattel Paper and each License and, at the request of the Collateral Agent, each of its Records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such Chattel Paper, License or Collateral is subject to the security interest created hereby, (B) delivering and pledging to the Collateral Agent each Promissory Note, Security (subject to the limitations set forth in Section 2 ), Chattel Paper or other Instrument, now or hereafter owned by any Grantor, duly endorsed and accompanied by executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent, (C) executing and filing (to the extent, if any, that any Grantor\u2019s signature is required thereon) or authenticating the filing of, such financing or continuation statements, or amendments thereto, as may be necessary or that the Collateral Agent may reasonably request in order to perfect and preserve the security interest created hereby, (D) furnishing to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral in each case as the Collateral Agent may reasonably request, all in reasonable detail, (E) if any Collateral shall be in the possession of a third party, notifying such Person of the Collateral Agent\u2019s security interest created hereby and obtaining a written acknowledgment from such Person, in form and substance reasonably satisfactory to the Collateral Agent, that such Person holds possession of the Collateral for the benefit of the Collateral Agent (for the benefit the Noteholders), (F) if at any time after the date hereof, any Grantor acquires or holds any Commercial Tort Claim in excess of $50,000, promptly notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief description of such Commercial Tort Claim and granting to the Collateral Agent a security interest therein and in the proceeds thereof, which writing shall incorporate the provisions hereof and shall be in form and substance satisfactory to the Collateral Agent, (G) upon the acquisition after the date hereof by any Grantor of any motor vehicle or other Equipment subject to a certificate of title or ownership (other than a motor vehicle or Equipment that is subject to a purchase money security interest), causing the Collateral Agent to be listed as the lienholder on such certificate of title or ownership and delivering evidence of the same to the Collateral Agent in accordance with Section 5(j) hereof, and (H) taking all actions required by the Code or by other law, as applicable, in any relevant Code jurisdiction, or by other law as applicable in any foreign jurisdiction.", "references": ["Sanctions", "Existence", "Jurisdictions", "Arbitration", "Defined Terms", "Fees", "Interests", "No Conflicts", "Disability", "Submission To Jurisdiction", "Intellectual Property", "Successors", "Capitalization", "Governing Laws", "Compliance With Laws", "Brokers", "Erisa", "Effective Dates", "Enforcements", "Enforceability", "Financial Statements", "Use Of Proceeds", "Withholdings", "Indemnifications", "Records", "Expenses", "Base Salary", "Vesting", "Taxes", "Waiver Of Jury Trials", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Buyer has full limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and each Ancillary Agreement to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Buyer. This Agreement and each Ancillary Agreement to which Buyer is a party have been duly executed and delivered by Buyer, and (assuming due authorization, execution, and delivery by each Seller and the other parties thereto) this Agreement and each such Ancillary Agreement constitute legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by the Enforceability Exceptions.", "references": ["Governing Laws", "Sanctions", "Further Assurances", "Assignments", "Powers", "Compliance With Laws", "Terms", "Indemnifications", "Miscellaneous", "Indemnity", "Withholdings", "Specific Performance", "Terminations", "Agreements", "Vesting", "Subsidiaries", "Applicable Laws", "Successors", "Enforceability", "Authority", "Enforcements", "Expenses", "Publicity", "Remedies", "Approvals", "Warranties", "Transactions With Affiliates", "Benefits", "Financial Statements", "Consents", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "In addition to the payment of expenses pursuant to Section 10.2, each Credit Party agrees to indemnify, pay and hold harmless, each Agent, each Lender and each of their respective Related Persons (each, an \u201c Indemnitee \u201d), from and against any and all Indemnified Liabilities; provided that no Credit Party will have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise from (A) the bad faith, gross negligence or willful misconduct of that Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-appealable judgment or (B) any material breach of the obligations of that Indemnitee or its Related Persons under this Agreement or any other Credit Document as determined by a court of competent jurisdiction in a final non-appealable judgment or (ii) relate to any dispute solely among Indemnitees other than (A) claims against an Agent, in its capacity as such or in fulfilling its role as an Agent, and (B) claims arising out of any act or omission on the part of any Credit Party or any Subsidiary or Affiliates; provided , further that, subject to paragraph (c) below, no Indemnitee or any Credit Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Credit Party, in respect of any such damages incurred or paid by an Indemnitee to a third party for which such Indemnitee is otherwise entitled to indemnification pursuant to this Section\u00a010.3); provided , further that the Credit Parties, taken as a whole, shall be responsible hereunder for the fees and expenses of only one counsel for each similarly situated group of affected Indemnitees in connection with Indemnified Liabilities arising out of the same facts or circumstances and, if reasonably necessary or advisable in the judgment of the Agents, a single local or foreign counsel to the Indemnitees taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional primary counsel and one additional local or foreign counsel in each applicable jurisdiction, in each case, to each similarly situated group of affected Indemnitees. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Notwithstanding anything to the contrary herein, the Credit Parties shall not be liable for any settlement of a claim in respect of which indemnification could have been sought by an Indemnitee under this Section 10.3(a) if such settlement is effected without the written consent of the Credit Parties (which consent shall not be unreasonably withheld or delayed), but if settled with the written consent of the Credit Parties or if there is a final and non-appealable judgment by a court of competent jurisdiction with respect to any such claim, the Credit Parties agree to indemnify and hold harmless each Indemnitee from and against any and all losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 10.3. If the Credit Parties have reimbursed any Indemnitee for any legal or other expenses in accordance with such request and there is a final and non-appealable judicial determination that the Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 10.3, then the Indemnitee shall promptly refund such amount. This Section 10.3 will not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.", "references": ["Headings", "Releases", "Consent To Jurisdiction", "Effective Dates", "Insurances", "Waivers", "Defined Terms", "No Defaults", "Sanctions", "Interests", "Integration", "Payments", "Jurisdictions", "Waiver Of Jury Trials", "Notices", "Financial Statements", "Tax Withholdings", "Representations", "Erisa", "Books", "Disclosures", "Intellectual Property", "Expenses", "Change In Control", "Approvals", "Definitions", "Enforceability", "Amendments", "Successors", "Vesting", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The Administrative Agent shall have received (A)\u00a0the audited Consolidated balance sheet of Centuri (or its predecessors) and its Subsidiaries for the three Fiscal Years most recently ended prior to the Closing Date and the related audited statements of income and retained earnings and cash flows for each such Fiscal Year, (B)\u00a0an unaudited Consolidated balance sheet of Centuri and its Subsidiaries for each of the fiscal quarters ended on March\u00a031, 2017 and June\u00a030, 2017 and related unaudited interim statements of income and retained earnings and cash flows, (C)\u00a0the audited Consolidated balance sheet of NEUCO and its Subsidiaries for the two fiscal years most recently ended prior to the Closing Date and the related audited statements of income and retained earnings and cash flows for each such fiscal year and (D)\u00a0interim unaudited comparable year-to-date financial statements of NEUCO and its Subsidiaries for the period ending June\u00a030, 2017.", "references": ["Adjustments", "Authorizations", "Records", "Assigns", "Disability", "Tax Withholdings", "Waiver Of Jury Trials", "Compliance With Laws", "Interests", "Enforcements", "Survival", "Confidentiality", "Further Assurances", "No Waivers", "Authority", "Change In Control", "Duties", "Subsidiaries", "Litigations", "Transactions With Affiliates", "Vesting", "Applicable Laws", "Integration", "Base Salary", "Payments", "Titles", "Powers", "Disclosures", "Fees", "Waivers", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Executive agrees that during Executive\u2019s employment hereunder and at any time thereafter, (a) Executive shall not use for any purpose or disclose to any third party, other than in connection with the duly authorized business of OUTFRONT, any information relating to OUTFRONT or any of its affiliated companies which is proprietary to OUTFRONT or any of OUTFRONT\u2019s affiliated companies (\u201cConfidential Information\u201d), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of Executive\u2019s duties under this Agreement consistent with OUTFRONT\u2019s policies); and (b) Executive will comply with any and all confidentiality obligations of OUTFRONT to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which (i) is or becomes generally available to the public other than as a result of a disclosure by Executive or at Executive\u2019s direction or by any other person who directly or indirectly receives such information from Executive, each, in violation of Executive\u2019s obligations to OUTFRONT, or (ii) is or becomes available to Executive on a non-confidential basis from a source which is entitled to disclose it to Executive.", "references": ["Survival", "Forfeitures", "Assigns", "Compliance With Laws", "Employment", "Powers", "Warranties", "Sanctions", "Financial Statements", "Terminations", "Agreements", "Venues", "No Defaults", "Notices", "Organizations", "Litigations", "Anti-Corruption Laws", "Death", "Effective Dates", "Adjustments", "Expenses", "Brokers", "Consent To Jurisdiction", "Consents", "Subsidiaries", "Approvals", "Interpretations", "Waiver Of Jury Trials", "Assignments", "Solvency", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Utah, without regard to the conflicts of law provisions of the State of Utah or of any other state. Jurisdiction for any actions brought under this Note shall be in any federal or state district court located in Salt Lake County, Utah.", "references": ["Enforcements", "Enforceability", "Brokers", "Forfeitures", "Use Of Proceeds", "Waivers", "Defined Terms", "Miscellaneous", "Transactions With Affiliates", "Intellectual Property", "Adjustments", "Assigns", "Anti-Corruption Laws", "Employment", "Insurances", "Remedies", "Financial Statements", "Books", "Jurisdictions", "Representations", "Subsidiaries", "Severability", "Compliance With Laws", "Authority", "Fees", "Disability", "Agreements", "No Conflicts", "Taxes", "Base Salary", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "At\u00a0 the end of the Valuation Period,\u00a0 the Purchase Price shall be established. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then immediately after the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares. The Closing of a Put shall occur within one (1) Trading Day following the end of the Valuation Period, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing, each of the Company and the Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. At the Closing of a Put, the Investor will deliver\u00a0 with the Investment Amount a copy of the VWAP used to calculate the Investment Amount, which may be either from Bloomberg or Quotestream.", "references": ["Insurances", "Financial Statements", "Representations", "Titles", "Successors", "Capitalization", "Waivers", "Approvals", "Qualifications", "Powers", "Subsidiaries", "Cooperation", "Sales", "Consent To Jurisdiction", "Sanctions", "Integration", "Intellectual Property", "Further Assurances", "Authorizations", "Forfeitures", "Transactions With Affiliates", "Adjustments", "Benefits", "No Defaults", "Definitions", "Disability", "Assignments", "Severability", "Use Of Proceeds", "Publicity", "Closings"], "gold": ["Closings"]}
+{"input": "The Lenders shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the 2014, 2015, and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and (iii) projections through 2020.", "references": ["Assigns", "Participations", "Erisa", "Definitions", "Death", "Waiver Of Jury Trials", "Powers", "Confidentiality", "Closings", "Enforceability", "Litigations", "Enforcements", "Sales", "Subsidiaries", "Modifications", "Governing Laws", "Non-Disparagement", "General", "Amendments", "Change In Control", "Jurisdictions", "No Waivers", "Compliance With Laws", "Brokers", "Authority", "Survival", "Vesting", "Costs", "Titles", "Construction", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "During the Term (defined below), the Employer shall employ Executive to serve as, and the Company shall appoint or cause to be appointed the Executive to the position of, the COO of the Company, upon the terms and conditions set forth in this Agreement, and Executive shall report directly to the Chief Executive Officer of the Company (the \u201c CEO \u201d), unless otherwise determined by the Board of Directors of the Company (the \u201c Board \u201d).\u00a0 In addition, during the Term, Executive shall serve as the COO of the Operating Partnership and the Employer and shall report to the CEO, unless determined otherwise by the Board.\u00a0 For the avoidance of doubt, Executive shall be an employee of the Employer.", "references": ["Taxes", "Insurances", "Warranties", "Solvency", "Jurisdictions", "Confidentiality", "Use Of Proceeds", "Intellectual Property", "Applicable Laws", "Venues", "Forfeitures", "Qualifications", "Fees", "Capitalization", "Vesting", "Agreements", "Construction", "Definitions", "Notices", "Litigations", "Vacations", "Integration", "Defined Terms", "Erisa", "Terms", "Representations", "Disclosures", "Brokers", "Counterparts", "Miscellaneous", "Employment"], "gold": ["Employment"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and, except as would not reasonably be expected to have a \u2018Material Adverse Effect, the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section\u00a06.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.", "references": ["Defined Terms", "Fees", "Governing Laws", "Assigns", "Specific Performance", "Agreements", "Representations", "Consent To Jurisdiction", "Subsidiaries", "Venues", "Warranties", "Construction", "Intellectual Property", "Solvency", "Cooperation", "Approvals", "General", "Indemnity", "Assignments", "Interpretations", "Miscellaneous", "Tax Withholdings", "Amendments", "No Waivers", "Adjustments", "Authorizations", "Integration", "Vesting", "Sanctions", "Applicable Laws", "Existence"], "gold": ["Existence"]}
+{"input": "The exercise of the Option and the issuance and transfer of shares of Common Stock in connection with the Option, RSUs and PUs shall be subject to compliance by the Company and the Executive with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company\u2019s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.", "references": ["Defined Terms", "Entire Agreements", "Litigations", "Submission To Jurisdiction", "Approvals", "Releases", "Modifications", "Enforcements", "Terminations", "Cooperation", "Participations", "Financial Statements", "Books", "Warranties", "Employment", "Brokers", "Successors", "Applicable Laws", "Costs", "Titles", "Forfeitures", "Jurisdictions", "Powers", "Publicity", "Miscellaneous", "Assignments", "Base Salary", "Sanctions", "Interpretations", "Integration", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If at any future time it is determined by an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Agreement is illegal, invalid or unenforceable, the remaining provisions and terms of this Agreement shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Agreement. In the event of such severance, the remaining covenants shall be binding and enforceable.", "references": ["Warranties", "Specific Performance", "Definitions", "Construction", "Amendments", "Successors", "Publicity", "No Conflicts", "Financial Statements", "Disability", "Representations", "Erisa", "Payments", "Transactions With Affiliates", "Waiver Of Jury Trials", "General", "Interpretations", "Solvency", "Cooperation", "Agreements", "Liens", "Participations", "Disclosures", "Powers", "Death", "Interests", "Sales", "Survival", "Assigns", "Terminations", "Severability"], "gold": ["Severability"]}
+{"input": "During the Contract Period, the Executive shall be employed as Executive Vice President and Chief Retail Officer of the Company or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of the Company, with the same title and the same duties and responsibilities as before the Change in Control. The Executive shall devote her full time and attention to the business of the Company, and shall not during the Contract Period be engaged in any other business activity. This paragraph shall not be construed as preventing the Executive from managing any investments of her which do not require any service on her part in the operation of such investments.", "references": ["Adjustments", "General", "Venues", "Duties", "Terminations", "Indemnity", "Waivers", "Indemnifications", "Taxes", "Existence", "Approvals", "Sanctions", "Further Assurances", "Records", "Confidentiality", "Tax Withholdings", "Amendments", "Intellectual Property", "Transactions With Affiliates", "Disclosures", "Base Salary", "Use Of Proceeds", "Payments", "Authorizations", "Applicable Laws", "Specific Performance", "Compliance With Laws", "Notices", "Erisa", "No Conflicts", "Positions"], "gold": ["Positions"]}
+{"input": "Borrower shall deliver to Lender the financial statements required to be delivered by Borrower in accordance with Section 11 of the Loan Authorization Agreement.", "references": ["Costs", "Sales", "Specific Performance", "Interests", "Terminations", "Representations", "No Conflicts", "Vesting", "Remedies", "Payments", "Intellectual Property", "Integration", "Base Salary", "Duties", "Employment", "Non-Disparagement", "Adjustments", "Existence", "Agreements", "Miscellaneous", "Consents", "Survival", "Warranties", "Erisa", "Approvals", "Further Assurances", "Capitalization", "Counterparts", "Powers", "Assigns", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Each Party agrees to execute and deliver to the other Party such additional documents, to take such additional actions and to provide such cooperation as may be reasonably required to consummate the transactions contemplated by, and to effect the intent of, this Agreement, including filing any regulatory forms with Governmental Authorities reasonably necessary to effectuate the transactions contemplated by this Agreement.", "references": ["Financial Statements", "Subsidiaries", "Remedies", "Enforceability", "Non-Disparagement", "Indemnity", "Liens", "Arbitration", "Applicable Laws", "Indemnifications", "Tax Withholdings", "Withholdings", "Waivers", "Effective Dates", "Terms", "Publicity", "Costs", "Payments", "Books", "Expenses", "Solvency", "Integration", "Entire Agreements", "Modifications", "Base Salary", "Confidentiality", "Agreements", "Positions", "Vacations", "Consents", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "For purposes of this Agreement, \"expenses\" includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, the Law or otherwise.", "references": ["Anti-Corruption Laws", "Litigations", "Brokers", "Modifications", "Books", "Jurisdictions", "Duties", "Disability", "Consents", "Approvals", "Insurances", "Powers", "Change In Control", "Payments", "Benefits", "Withholdings", "Specific Performance", "Interests", "Waiver Of Jury Trials", "Assignments", "Survival", "Erisa", "Integration", "Indemnifications", "Adjustments", "Financial Statements", "Closings", "Disclosures", "Miscellaneous", "Successors", "Expenses"], "gold": ["Expenses"]}
+{"input": "All representations and warranties set forth in this Section 4 and all representations and warranties contained in any certificate or any of the other Loan Documents (including but not limited to any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement (i) shall be made or deemed to be made at and as of the Closing Date and each day on which any Loan is requested or made by the Lender hereunder (except those representations and warranties made explicitly only as of the Closing Date), (ii), shall survive the Closing Date, and (iii) shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lender or any extension of credit hereunder.", "references": ["No Conflicts", "Assigns", "Binding Effects", "Titles", "Indemnifications", "Anti-Corruption Laws", "Agreements", "Miscellaneous", "Disability", "Subsidiaries", "Closings", "Modifications", "Enforcements", "Remedies", "Tax Withholdings", "No Defaults", "Insurances", "Payments", "Base Salary", "Taxes", "Confidentiality", "Intellectual Property", "Vacations", "Sales", "Notices", "Applicable Laws", "Terminations", "Consents", "Approvals", "Further Assurances", "Warranties"], "gold": ["Warranties"]}
+{"input": "During the Employment Term, the Executive shall be entitled to participate in the Company\u2019s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5)\u00a0weeks\u2019 vacation per year) as in effect from time to time (collectively, \u201c Employee Benefits \u201d), on the same basis as those benefits are generally made available to other senior executives of the Company.\u00a0 For the avoidance of doubt, the Executive will not receive housing or travel allowances nor will the Executive be able to participate in the BancTec Limited Pension Scheme.", "references": ["Consent To Jurisdiction", "Survival", "Terms", "Assigns", "Warranties", "Consents", "Authorizations", "General", "Adjustments", "Representations", "Powers", "Successors", "Assignments", "Enforcements", "Qualifications", "Sanctions", "Death", "Books", "Indemnity", "Agreements", "No Defaults", "Sales", "Vacations", "Base Salary", "Submission To Jurisdiction", "Participations", "Withholdings", "Erisa", "Existence", "Cooperation", "Benefits"], "gold": ["Benefits"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the SEC Reports. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true correct and and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve (12) months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Forfeitures", "Transactions With Affiliates", "Disability", "Headings", "Duties", "Governing Laws", "Definitions", "Entire Agreements", "Closings", "Venues", "Authority", "Severability", "Withholdings", "Effectiveness", "Successors", "Interpretations", "Capitalization", "Integration", "Titles", "General", "Vacations", "Applicable Laws", "Organizations", "Arbitration", "Existence", "Interests", "Enforceability", "Survival", "Defined Terms", "Use Of Proceeds", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement shall be binding upon the parties hereto upon the execution and delivery of this Agreement by the parties hereto, but this Agreement shall only become effective upon the consummation of the Transactions. In the event that the Merger Agreement is validly terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement shall automatically terminate and become null and void, and the parties shall have no obligations hereunder.", "references": ["Successors", "Releases", "Disclosures", "Death", "Tax Withholdings", "Vesting", "Powers", "Definitions", "Erisa", "Consent To Jurisdiction", "Publicity", "Arbitration", "Insurances", "Liens", "Interpretations", "Jurisdictions", "Existence", "Interests", "Records", "Warranties", "No Waivers", "Indemnifications", "Defined Terms", "Capitalization", "Litigations", "Agreements", "Base Salary", "Fees", "Construction", "Further Assurances", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "New Hampshire Hydro will at all times during the term of this Agreement keep the Transmission Facilities insured against such risks as electric utility companies, similarly situated, constructing and operating like properties, usually insure against. Any uninsured loss, damage, or liability related to the Transmission Facilities or arising out of New Hampshire Hydro\u2019s performance hereunder and any expenses in connection with any such loss, damage, or liability shall be deemed to be an expense reimbursable by the Participants in accordance with Section 12. New Hampshire Hydro will assist any Participant, at the Participant\u2019s expense, in obtaining any other insurance coverage related to the Transmission Facilities that such Participant requires. Upon request, New Hampshire Hydro will supply certificates of insurance coverage.", "references": ["Authority", "Successors", "Forfeitures", "Specific Performance", "Approvals", "Change In Control", "Transactions With Affiliates", "Interests", "Positions", "Qualifications", "Integration", "Vesting", "Disclosures", "Participations", "Brokers", "Existence", "Entire Agreements", "Tax Withholdings", "Severability", "Modifications", "Authorizations", "Sales", "Liens", "Vacations", "Financial Statements", "Disability", "Payments", "Sanctions", "Further Assurances", "Waiver Of Jury Trials", "Insurances"], "gold": ["Insurances"]}
+{"input": "The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company\u2019s capital structure or its business, or any merger or consolidation of the Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.", "references": ["Withholdings", "Existence", "General", "Specific Performance", "Base Salary", "Representations", "Definitions", "Agreements", "Counterparts", "Defined Terms", "Litigations", "Applicable Laws", "Governing Laws", "Expenses", "Effective Dates", "Use Of Proceeds", "Indemnifications", "Jurisdictions", "Interpretations", "Tax Withholdings", "Organizations", "Notices", "Terminations", "Consents", "Anti-Corruption Laws", "Confidentiality", "Intellectual Property", "Terms", "Titles", "No Defaults", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the Parties shall negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.", "references": ["Terminations", "Headings", "Records", "Submission To Jurisdiction", "Costs", "Confidentiality", "Cooperation", "Authorizations", "General", "Specific Performance", "Remedies", "Disclosures", "Use Of Proceeds", "Vesting", "Assigns", "Terms", "Amendments", "No Waivers", "No Defaults", "No Conflicts", "Books", "Interests", "Liens", "Warranties", "Defined Terms", "Titles", "Effective Dates", "Publicity", "Non-Disparagement", "Adjustments", "Severability"], "gold": ["Severability"]}
+{"input": "The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual property rights and to maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted except, in the case of clause (b), where the failure to do so could reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section\u00a06.03.", "references": ["Forfeitures", "Non-Disparagement", "Powers", "Notices", "Remedies", "Jurisdictions", "Base Salary", "Compliance With Laws", "No Defaults", "Definitions", "Titles", "Terminations", "Insurances", "Binding Effects", "Costs", "Transactions With Affiliates", "Indemnifications", "Books", "Amendments", "Duties", "Authorizations", "Entire Agreements", "Approvals", "Further Assurances", "Anti-Corruption Laws", "Benefits", "Capitalization", "Construction", "Enforcements", "Taxes", "Existence"], "gold": ["Existence"]}
+{"input": "The term of this Agreement shall begin on the Effective Date at your current compensation, which will be reviewed periodically in the same manner as your peer executives. This Agreement supersedes all prior employment agreements and shall terminate on the earlier of\u00a0 the third anniversary of the Effective Date or the termination of Executive\u2019s employment with the Company; provided, however, notwithstanding anything in this Agreement to the contrary, Sections 5 through 21 shall survive until the expiration of any applicable time periods set forth in Sections 6, 7 and 8.", "references": ["Anti-Corruption Laws", "Non-Disparagement", "Duties", "Assignments", "Jurisdictions", "Qualifications", "Taxes", "Enforcements", "Notices", "Solvency", "Disclosures", "Amendments", "Interests", "Miscellaneous", "Defined Terms", "Brokers", "Warranties", "Construction", "Sales", "Base Salary", "Costs", "Powers", "Change In Control", "Binding Effects", "Sanctions", "Authorizations", "Erisa", "Titles", "Vesting", "Records", "Terms"], "gold": ["Terms"]}
+{"input": "This Separation Agreement between you and the Company will be in consideration of the mutual promises described above. Also, this Agreement will constitute the entire agreement between you and the Company with respect to your separation from employment. There are no other agreements, written or oral, expressed or implied, between the parties hereto, concerning the subject matter hereof, except the agreements set forth in this Separation Agreement.", "references": ["Authority", "Erisa", "Notices", "Titles", "Modifications", "Death", "Waivers", "Indemnity", "Remedies", "Enforceability", "Adjustments", "Positions", "Integration", "Vacations", "Representations", "Definitions", "Vesting", "Assigns", "Releases", "Participations", "Amendments", "Expenses", "Tax Withholdings", "Qualifications", "Miscellaneous", "Specific Performance", "Employment", "Forfeitures", "Severability", "Closings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Amendment, the Loan Documents and the documents referred to herein constitute the entire agreement of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Amendment.", "references": ["Compliance With Laws", "Venues", "Costs", "Governing Laws", "Remedies", "Further Assurances", "Transactions With Affiliates", "Waiver Of Jury Trials", "Counterparts", "Miscellaneous", "Vacations", "Defined Terms", "Authority", "Anti-Corruption Laws", "Indemnifications", "No Waivers", "Modifications", "Consent To Jurisdiction", "Jurisdictions", "Authorizations", "Liens", "Solvency", "Capitalization", "Notices", "Financial Statements", "Subsidiaries", "Effective Dates", "Effectiveness", "Terminations", "Expenses", "Integration"], "gold": ["Integration"]}
+{"input": "Capitalized terms used in this Contract are defined below.", "references": ["Forfeitures", "Indemnifications", "Headings", "Indemnity", "Assigns", "Waivers", "Waiver Of Jury Trials", "Enforceability", "Defined Terms", "Vacations", "Non-Disparagement", "Sanctions", "Consent To Jurisdiction", "Further Assurances", "Representations", "Payments", "Costs", "Amendments", "Survival", "Subsidiaries", "Specific Performance", "Counterparts", "Authority", "Capitalization", "Cooperation", "Governing Laws", "Integration", "Death", "Effectiveness", "Interests", "Definitions"], "gold": ["Definitions"]}
+{"input": "The term of this Supply Agreement shall commence on the Original Effective Date and shall continue for a period of sixty (60) months (the \u201cInitial Term\u201d); provided that the Initial Term with respect to Controls Seller Goods shall not terminate prior to the day that is the fourth anniversary of the Trigger Date. Following the Initial Term, this Supply Agreement shall automatically renew on a yearly basis until the Trigger Date with respect to all Seller Goods other than the Controls Seller Goods (including the Initial Term, the \u201cTerm\u201d). Upon the Trigger Date, the terms of this Supply Agreement shall continue to govern all POs governed by this Supply Agreement that are entered into between the Parties prior to the Trigger Date.", "references": ["Jurisdictions", "Anti-Corruption Laws", "Assignments", "Headings", "Venues", "Effectiveness", "No Waivers", "Benefits", "Subsidiaries", "Employment", "Definitions", "Records", "Assigns", "Disclosures", "Transactions With Affiliates", "Consents", "Construction", "Approvals", "Organizations", "Entire Agreements", "Authority", "Notices", "Payments", "Duties", "Closings", "Titles", "Successors", "Terminations", "Miscellaneous", "Governing Laws", "Terms"], "gold": ["Terms"]}
+{"input": "All forms of compensation referred to in this Letter Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.", "references": ["Assigns", "Tax Withholdings", "Assignments", "No Conflicts", "Interpretations", "Waiver Of Jury Trials", "Agreements", "Releases", "Binding Effects", "Benefits", "Headings", "Compliance With Laws", "Notices", "Adjustments", "Existence", "Publicity", "Intellectual Property", "Effectiveness", "Amendments", "Use Of Proceeds", "Closings", "Qualifications", "Costs", "Severability", "Insurances", "Survival", "Definitions", "Vesting", "Liens", "No Waivers", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "(a)\u00a0Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00\u00a0A.M. (New\u00a0York City time) on the day when due in Dollars to the Agent at the applicable Agent\u2019s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00\u00a0A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent\u2019s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section\u00a02.11, 2.14 or 9.04(c)) to the Appropriate Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section\u00a02.18 or an extension of the Commitments pursuant to Section\u00a02.19 and upon the Agent\u2019s receipt of such Lender\u2019s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section\u00a09.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.", "references": ["Costs", "Submission To Jurisdiction", "Records", "Fees", "Representations", "Releases", "No Waivers", "Transactions With Affiliates", "No Defaults", "Positions", "Definitions", "Liens", "Capitalization", "Successors", "Jurisdictions", "Approvals", "Organizations", "Indemnifications", "Death", "Survival", "Assigns", "Compliance With Laws", "Tax Withholdings", "Subsidiaries", "Applicable Laws", "Enforceability", "Cooperation", "Further Assurances", "Financial Statements", "Notices", "Payments"], "gold": ["Payments"]}
+{"input": "This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of NEW yORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) .", "references": ["Withholdings", "Severability", "Definitions", "Insurances", "Duties", "Subsidiaries", "Liens", "Capitalization", "Representations", "Enforceability", "Solvency", "Effective Dates", "No Defaults", "Amendments", "Transactions With Affiliates", "Positions", "Brokers", "No Waivers", "Arbitration", "Books", "Applicable Laws", "Death", "Expenses", "Integration", "Consents", "Notices", "Anti-Corruption Laws", "General", "Defined Terms", "Forfeitures", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Loan Party has disclosed to the Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, on the Escrow Release Date, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other factual written information furnished in writing by or on behalf of any Loan Party to the Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Financing Agreement (excluding projected financial information, forward-looking statements and general industry or general economic data) (in each case, as modified or supplemented by other information so furnished) and taken as a whole, contains (to the knowledge of the Loan Parties, in the case of any document or information provided to the Loan Parties pursuant to the NAI Purchase Agreement or the Safeway Acquisition Agreement) any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that such projected financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance is given that any particular projections will be realized, that actual results may differ and that such differences may be material).", "references": ["Liens", "Entire Agreements", "Cooperation", "Warranties", "Subsidiaries", "Interests", "Agreements", "Survival", "Assignments", "Integration", "Non-Disparagement", "Indemnity", "Sanctions", "Assigns", "Submission To Jurisdiction", "Defined Terms", "Counterparts", "No Conflicts", "Benefits", "Costs", "Tax Withholdings", "Effective Dates", "Organizations", "General", "Applicable Laws", "Employment", "Governing Laws", "Duties", "Modifications", "Forfeitures", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "All notices, requests and demands to or upon the Co-Collateral Agents or any Grantor hereunder shall be effected in the manner provided for in Section 9.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 1.", "references": ["Integration", "Sanctions", "Releases", "Enforcements", "Non-Disparagement", "Effectiveness", "Closings", "Fees", "Severability", "Disclosures", "Subsidiaries", "Withholdings", "Existence", "Terminations", "Waiver Of Jury Trials", "Positions", "Insurances", "Survival", "General", "Use Of Proceeds", "Authorizations", "Approvals", "Compliance With Laws", "Indemnity", "Construction", "Defined Terms", "Death", "Vesting", "Cooperation", "Expenses", "Notices"], "gold": ["Notices"]}
+{"input": "THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.", "references": ["Warranties", "Disability", "Tax Withholdings", "Remedies", "Enforceability", "Confidentiality", "Agreements", "Non-Disparagement", "Qualifications", "Definitions", "Sanctions", "Taxes", "Litigations", "Intellectual Property", "Notices", "Withholdings", "Change In Control", "Successors", "Records", "Terms", "Further Assurances", "Modifications", "Forfeitures", "Consents", "Integration", "Publicity", "Interpretations", "Headings", "Waivers", "Cooperation", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each party\u2019s obligations under this Section\u00a03.01 shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the satisfaction of the Termination Conditions.", "references": ["Indemnifications", "Assigns", "Counterparts", "Representations", "Non-Disparagement", "Remedies", "No Waivers", "Intellectual Property", "Records", "Publicity", "General", "Adjustments", "Change In Control", "Financial Statements", "Notices", "Jurisdictions", "Authority", "Employment", "Effective Dates", "Powers", "Taxes", "Severability", "Existence", "Subsidiaries", "Definitions", "Approvals", "Anti-Corruption Laws", "Terms", "Headings", "Successors", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of San Diego County, California or in the federal courts located in San Diego County, California. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other agreement delivered in connection herewith by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.", "references": ["Venues", "Sales", "Submission To Jurisdiction", "Use Of Proceeds", "Counterparts", "Remedies", "Books", "Qualifications", "Payments", "No Defaults", "Organizations", "Benefits", "Notices", "Financial Statements", "Duties", "Binding Effects", "Forfeitures", "Indemnifications", "Change In Control", "Capitalization", "Publicity", "Litigations", "Further Assurances", "No Conflicts", "Headings", "Enforceability", "Brokers", "Effective Dates", "Withholdings", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The determination of the attainment level of the Performance Goals will exclude the impact of one-time events affecting the attainment level of the Performance Goals, including, without limitation, expansion projects or acquisitions not contemplated under the Operating Plan. The determination of the attainment level of the Performance Goals will also exclude the impact of fluctuations in foreign currencies against the foreign currency rates used to determine the Operating Plan.", "references": ["No Conflicts", "Assignments", "Intellectual Property", "Remedies", "Change In Control", "Existence", "General", "Consents", "Releases", "Arbitration", "Warranties", "Non-Disparagement", "Interests", "Terms", "Interpretations", "Representations", "Tax Withholdings", "No Waivers", "Positions", "Amendments", "Authority", "Headings", "Duties", "Construction", "Miscellaneous", "Vesting", "Sanctions", "Notices", "Consent To Jurisdiction", "Participations", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The provisions of this Agreement required to be approved by the Board of Directors of Corporation or the Compensation Committee of the Board have been so approved and authorized.", "references": ["Disclosures", "Liens", "Records", "Disability", "Sanctions", "Specific Performance", "Sales", "Non-Disparagement", "Payments", "Duties", "Taxes", "Positions", "Vacations", "Insurances", "Organizations", "Expenses", "Waiver Of Jury Trials", "Terms", "Powers", "Tax Withholdings", "Governing Laws", "Integration", "No Waivers", "Indemnity", "Arbitration", "Survival", "Consent To Jurisdiction", "Headings", "Modifications", "Costs", "Authority"], "gold": ["Authority"]}
+{"input": "This Promissory Note is to be governed by and interpreted in accordance with the laws of the State of New York, without reference to conflicts of laws principles.", "references": ["Jurisdictions", "Disability", "Expenses", "Successors", "Change In Control", "Sales", "Interests", "Modifications", "General", "Publicity", "Duties", "Records", "Powers", "No Conflicts", "Anti-Corruption Laws", "Effectiveness", "Cooperation", "Vacations", "Entire Agreements", "Authority", "Headings", "Costs", "No Defaults", "Financial Statements", "Definitions", "Releases", "Benefits", "Capitalization", "Participations", "Vesting", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Term, Executive shall be eligible to participate in employee benefit plans, programs and arrangements generally available from time to time to other similarly situated senior executives of the Company in the jurisdiction of Executive\u2019s principal office location.", "references": ["Releases", "Payments", "Intellectual Property", "Sales", "Entire Agreements", "Insurances", "No Conflicts", "Effective Dates", "Solvency", "Capitalization", "Closings", "Adjustments", "Assignments", "Indemnity", "Vesting", "Integration", "Books", "Authorizations", "Jurisdictions", "Taxes", "Brokers", "Litigations", "Binding Effects", "Approvals", "Employment", "Publicity", "Disclosures", "Disability", "General", "Construction", "Benefits"], "gold": ["Benefits"]}
+{"input": "(a) \u00a0Manner of Payment . Each Borrower shall make each payment hereunder and under the Notes without deduction, setoff or counterclaim not later than 11:00 A.M. (Local Time) on the day when due to the Administrative Agent at the Administrative Agent\u2019s Account in the Principal Financial Center for the relevant Currency in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like Currency and funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section\u00a02.02(d), 2.06, 2.08, 2.10, 2.16 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section\u00a08.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption (which shall not include any Borrower) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. The making by any Borrower of any payment to the Administrative Agent for the account of any Lender as herein provided shall pro tanto discharge the relevant obligation of such Borrower to such Lender.", "references": ["Modifications", "Financial Statements", "Indemnifications", "Governing Laws", "Interests", "Use Of Proceeds", "Warranties", "Participations", "Remedies", "Duties", "Effective Dates", "Forfeitures", "No Defaults", "Agreements", "Employment", "Assignments", "Enforceability", "Change In Control", "Approvals", "Transactions With Affiliates", "Adjustments", "Authority", "Capitalization", "No Conflicts", "Liens", "Waivers", "Anti-Corruption Laws", "Taxes", "Severability", "Compliance With Laws", "Payments"], "gold": ["Payments"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. \u00a0Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. \u00a0The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . \u00a0The Borrower and Holder waive trial by jury. \u00a0The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. \u00a0In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. \u00a0Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. \u00a0\u00a0Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. \u00a0Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Effective Dates", "Interests", "Financial Statements", "No Conflicts", "Fees", "Change In Control", "Severability", "Existence", "Confidentiality", "Powers", "Releases", "Successors", "Authorizations", "Indemnity", "Venues", "Submission To Jurisdiction", "Organizations", "Enforcements", "Representations", "Use Of Proceeds", "Non-Disparagement", "Arbitration", "Capitalization", "Consent To Jurisdiction", "Headings", "Payments", "Further Assurances", "Approvals", "Definitions", "Participations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice delivered under this Agreement shall be deemed duly delivered 3 business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, to the Company at its principal headquarters and to the Consultant at the address most recently shown in the records of the Company. Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section\u00a013.", "references": ["Approvals", "Costs", "Titles", "Subsidiaries", "Vesting", "Agreements", "Death", "Enforcements", "Solvency", "Waivers", "Assignments", "Effectiveness", "Consents", "No Defaults", "Submission To Jurisdiction", "Indemnifications", "Expenses", "General", "No Conflicts", "Withholdings", "Severability", "Releases", "Sanctions", "Assigns", "Specific Performance", "Effective Dates", "Litigations", "Binding Effects", "Participations", "Cooperation", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.\u00a0 Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Form (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment.", "references": ["Subsidiaries", "Amendments", "Brokers", "Sales", "Waiver Of Jury Trials", "Insurances", "Approvals", "Entire Agreements", "Sanctions", "Submission To Jurisdiction", "Severability", "Binding Effects", "Construction", "Benefits", "Vacations", "Specific Performance", "Base Salary", "Qualifications", "Transactions With Affiliates", "Employment", "Vesting", "General", "Notices", "Miscellaneous", "Non-Disparagement", "Adjustments", "Confidentiality", "Indemnifications", "Litigations", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All amounts due pursuant to Section 10.16 through and after the Effective Date, when due.", "references": ["Jurisdictions", "Death", "Successors", "Interests", "Terms", "No Waivers", "Participations", "Vesting", "Governing Laws", "Cooperation", "Sanctions", "Defined Terms", "Authority", "Waiver Of Jury Trials", "No Conflicts", "Transactions With Affiliates", "Payments", "Closings", "Forfeitures", "Survival", "Releases", "Representations", "Financial Statements", "Liens", "Consents", "Approvals", "Qualifications", "Effective Dates", "Anti-Corruption Laws", "Arbitration", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each party represents and warrants to the other that, except for Cushman\u00a0& Wakefield (\u201c Tenant\u2019s Broker \u201d) and Jones Lang LaSalle (\u201c Landlord\u2019s Broker \u201d), no broker, agent or finder negotiated or was instrumental in negotiating or consummating this Second Amendment. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder\u2019s fee by any person or entity (other than Tenant\u2019s Broker and Landlord\u2019s Broker) who claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this Second Amendment.", "references": ["Vacations", "Effectiveness", "Authority", "Venues", "Binding Effects", "Compliance With Laws", "Records", "Arbitration", "Tax Withholdings", "Intellectual Property", "Expenses", "Interpretations", "No Conflicts", "Successors", "Enforcements", "Change In Control", "Erisa", "Amendments", "No Waivers", "Closings", "Agreements", "Consent To Jurisdiction", "Titles", "Survival", "Sales", "Existence", "Insurances", "Anti-Corruption Laws", "Enforceability", "No Defaults", "Brokers"], "gold": ["Brokers"]}
+{"input": "Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.", "references": ["Subsidiaries", "Transactions With Affiliates", "Authorizations", "Headings", "Survival", "General", "Defined Terms", "Non-Disparagement", "Warranties", "Construction", "Consent To Jurisdiction", "Publicity", "Interests", "No Waivers", "Binding Effects", "Insurances", "Waiver Of Jury Trials", "Enforceability", "Notices", "Disability", "Existence", "Remedies", "Employment", "Forfeitures", "Further Assurances", "Terms", "Waivers", "Death", "Erisa", "Sanctions", "Assignments"], "gold": ["Assignments"]}
+{"input": "All remedies, either under this Agreement, by law, or otherwise afforded to any Party, shall be cumulative and not alternative.", "references": ["Non-Disparagement", "Erisa", "Publicity", "Notices", "Anti-Corruption Laws", "Records", "Existence", "Authorizations", "Definitions", "Assignments", "Interests", "Amendments", "Confidentiality", "Headings", "Miscellaneous", "Payments", "Organizations", "Solvency", "Closings", "Disclosures", "Sales", "Subsidiaries", "Applicable Laws", "Base Salary", "Powers", "Governing Laws", "Further Assurances", "Withholdings", "Waivers", "Interpretations", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule\u00a0or principle that might refer the construction or interpretation of this Agreement to the laws of another state.", "references": ["Employment", "Terms", "Base Salary", "Disability", "Non-Disparagement", "Closings", "Approvals", "Representations", "Capitalization", "Books", "General", "Liens", "Titles", "Transactions With Affiliates", "Costs", "Jurisdictions", "Vesting", "Remedies", "Death", "Specific Performance", "Waiver Of Jury Trials", "Counterparts", "Enforcements", "Amendments", "Modifications", "Defined Terms", "Participations", "Adjustments", "Authority", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as set forth in Schedule\u00a03.19 , as of the Closing Date, no Borrower and no Subsidiary of any Borrower (i)\u00a0has any Subsidiaries, or (ii)\u00a0is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Borrowers and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (if applicable), and free and clear of all Liens other than with respect to the Stock and Stock Equivalents of each of the Borrowers and Subsidiaries of each of the Borrowers, as applicable, those in favor of Term Agent, for the benefit of the Secured Parties and Permitted Liens. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. As of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower is owned by each of the Persons and in the amounts set forth in Schedule\u00a03.19 . Except as set forth in Schedule\u00a03.19 , as of the Closing Date there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Borrower may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule\u00a03.19 is a true and complete organizational chart of the Borrowers and all of their Subsidiaries as of the Closing Date.", "references": ["Remedies", "Capitalization", "Non-Disparagement", "Publicity", "Applicable Laws", "Employment", "Books", "Severability", "Arbitration", "General", "Authority", "Use Of Proceeds", "Records", "Participations", "Indemnifications", "Agreements", "Headings", "Erisa", "Releases", "Vesting", "Interests", "Indemnity", "Death", "Defined Terms", "Effective Dates", "Anti-Corruption Laws", "Withholdings", "Duties", "Closings", "Titles", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Neither the Company nor any of its subsidiaries is in violation of any applicable federal, foreign, state, local or other law, statute, regulation, rule, ordinance, code, convention, directive, order, judgment or other legal requirement of any governmental authority (collectively, \u201c Laws \u201d), except where such violation would not, individually or in the aggregate, reasonably be expected to have a material adverse effect or a material adverse effect on the ability of the Company and its Subsidiaries, taken as a whole, to conduct their businesses in the ordinary course of business consistent with past practices. To the knowledge of the Company, neither the Company nor any Subsidiary is being investigated with respect to, or been threatened to be charged with or given notice of any violation of, any applicable Law, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect or a material adverse effect on the ability of the Company and its Subsidiaries, taken as a whole, to conduct their businesses in the ordinary course of business consistent with past practices.", "references": ["Tax Withholdings", "No Waivers", "Enforcements", "Employment", "Confidentiality", "Records", "Modifications", "Terminations", "Waiver Of Jury Trials", "Erisa", "Disability", "Indemnity", "Withholdings", "Notices", "Anti-Corruption Laws", "Positions", "Binding Effects", "Indemnifications", "General", "Jurisdictions", "No Defaults", "Vesting", "Consents", "Use Of Proceeds", "Approvals", "Forfeitures", "Adjustments", "Vacations", "Financial Statements", "Cooperation", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each Credit Party owns, or has the legal right to use, all patents, trademarks, service marks, tradenames, copyrights, licenses, technology, know-how, processes and other rights (the \u201c Intellectual Property \u201d), free from burdensome restrictions, that are necessary for the operation of their respective businesses as presently conducted and as proposed to be conducted other than those the absence of which could not reasonably be expected to cause a Material Adverse Effect. Except as could not be reasonably expected to have a Material Adverse Effect, (a)\u00a0no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of any Intellectual Property and (b)\u00a0no action or proceeding is pending that seeks to limit, cancel or question the validity of any Intellectual Property or which, if adversely determined, could reasonably be expected to have a material adverse effect on the value of any Intellectual Property.", "references": ["Consents", "Headings", "Solvency", "Releases", "Organizations", "Payments", "Cooperation", "Definitions", "Closings", "Approvals", "Severability", "Capitalization", "Books", "Withholdings", "Interpretations", "Entire Agreements", "Assigns", "Binding Effects", "Transactions With Affiliates", "Specific Performance", "Fees", "Agreements", "Terms", "Assignments", "Construction", "Compliance With Laws", "Vacations", "Existence", "Qualifications", "Liens", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Comply, and cause each of its Restricted Subsidiaries to comply, with all applicable laws, rules, regulations and orders, except to the extent any non-compliance would not reasonably be expected to have a material adverse effect on the business, financial condition or operations of the Company and the Restricted Subsidiaries, taken as a whole, such compliance to include, without limitation, (x)\u00a0complying with all Environmental Laws and (y)\u00a0paying before the same become due all Taxes imposed upon it or upon its property except to the extent contested in good faith and by proper proceedings and with respect to which appropriate reserves are being maintained.", "references": ["Binding Effects", "Effective Dates", "Titles", "Further Assurances", "Submission To Jurisdiction", "Headings", "Fees", "Death", "Forfeitures", "Erisa", "Vacations", "Applicable Laws", "Releases", "Expenses", "Warranties", "General", "Withholdings", "Successors", "Subsidiaries", "Qualifications", "Vesting", "Use Of Proceeds", "Positions", "Taxes", "Existence", "Defined Terms", "No Defaults", "No Conflicts", "Jurisdictions", "Base Salary", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Comply with all Applicable Laws with respect to the Collateral or any part thereof or governing the conduct or operation of its business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Laws pursuant to another standard). Each Loan Party may, however, contest or dispute any Applicable Laws in any reasonable manner, provided that any related Lien is inchoate or stayed and sufficient reserves are established in accordance with GAAP.", "references": ["Transactions With Affiliates", "Authority", "Governing Laws", "Integration", "Forfeitures", "Defined Terms", "Submission To Jurisdiction", "Agreements", "Consent To Jurisdiction", "Waivers", "Confidentiality", "Enforcements", "Interpretations", "Indemnity", "Organizations", "Erisa", "Indemnifications", "Sanctions", "Disability", "Solvency", "Use Of Proceeds", "Non-Disparagement", "No Waivers", "Intellectual Property", "Venues", "Cooperation", "Counterparts", "Enforceability", "Releases", "Further Assurances", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "All representations and warranties of the Chairman and ILH contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing through and until the second (2 nd ) anniversary of the Closing Date. Additionally, Fraud Claims against the Chairman or ILH shall survive indefinitely. If written notice of a claim for breach of any representation or warranty has been given before the applicable date when such representation or warranty no longer survives in accordance with this Section 6.1, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved. All covenants, obligations and agreements of the Chairman and ILH contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement), including any indemnification obligations, shall survive the Closing and continue until fully performed in accordance with their terms. For the avoidance of doubt, a claim for indemnification under any subsection of Section 6.2 other than clauses (i) or (ii) thereof may be made at any time.", "references": ["Venues", "Indemnifications", "Headings", "Use Of Proceeds", "Litigations", "Enforcements", "Effectiveness", "Assigns", "Defined Terms", "Brokers", "General", "Death", "Cooperation", "Terminations", "Waivers", "Submission To Jurisdiction", "Confidentiality", "Notices", "Binding Effects", "Interpretations", "Vacations", "Publicity", "Severability", "Base Salary", "Intellectual Property", "Participations", "Subsidiaries", "Anti-Corruption Laws", "Costs", "Vesting", "Survival"], "gold": ["Survival"]}
+{"input": "During the Term, Executive shall be entitled to four (4) weeks paid vacation each calendar year, in accordance with the Company's vacation policy to be taken at such times as may be mutually agreed by Executive and the Company.", "references": ["Headings", "Confidentiality", "Successors", "Intellectual Property", "Applicable Laws", "Solvency", "Integration", "Benefits", "Assignments", "Brokers", "Venues", "Submission To Jurisdiction", "Terminations", "Binding Effects", "Powers", "Publicity", "Jurisdictions", "Books", "Death", "Erisa", "Notices", "Releases", "Interests", "Expenses", "Approvals", "Interpretations", "Representations", "Arbitration", "No Conflicts", "No Waivers", "Vacations"], "gold": ["Vacations"]}
+{"input": "Executive acknowledges and warrants that, that except as previously discussed (whether orally or in writing) with the Board or internal or external Company counsel, the Executive is not aware of any matters for which the Executive was responsible or which came to the Executive\u2019s attention as an employee of the Company that might give rise to, evidence or support any claim of illegal conduct, regulatory violation, unlawful discrimination, retaliation or other cause of action against the Company.", "references": ["Interpretations", "Titles", "Use Of Proceeds", "Liens", "Solvency", "Indemnifications", "Anti-Corruption Laws", "Definitions", "Remedies", "Terminations", "Consents", "Arbitration", "Publicity", "Payments", "Applicable Laws", "Positions", "Subsidiaries", "Severability", "Venues", "Agreements", "Financial Statements", "Authorizations", "No Waivers", "Assigns", "Amendments", "Further Assurances", "Litigations", "Interests", "Taxes", "Capitalization", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The term of this Agreement shall be for the period commencing on the date hereof and continuing through February 28, 2022, unless earlier terminated or extended in accordance with the provisions set forth in this Agreement (the \u201cTerm\u201d). Unless Executive or Employer provides the other written notice prior to December 31, 2021 (or any December 31 thereafter) of such party\u2019s election not to allow the Agreement to automatically renew, the Agreement shall automatically renew for successive one (1) year periods following the initial Term. Each year commencing on March 1 and ending on the last day of February during the Term shall be a \u201cContract Year.\u201d Upon failure of either party to make the foregoing election by December 31, the Term of this Agreement shall be deemed renewed for the Contract Year commencing the following March 1 and, as used throughout this Agreement, \u201cTerm\u201d shall include such additional Contract Year.", "references": ["Binding Effects", "Litigations", "Participations", "Waiver Of Jury Trials", "Liens", "Sales", "No Waivers", "Organizations", "Cooperation", "Governing Laws", "Positions", "Approvals", "Sanctions", "Survival", "Waivers", "Notices", "Publicity", "Venues", "Specific Performance", "Applicable Laws", "Payments", "Submission To Jurisdiction", "Adjustments", "Non-Disparagement", "Representations", "Existence", "Effectiveness", "Defined Terms", "Headings", "Brokers", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mentions this Agreement.", "references": ["Financial Statements", "Successors", "Existence", "No Waivers", "Benefits", "Duties", "Titles", "Effectiveness", "Effective Dates", "Use Of Proceeds", "Releases", "No Conflicts", "Terminations", "Vesting", "Insurances", "Integration", "Venues", "Arbitration", "Construction", "Consent To Jurisdiction", "Warranties", "Defined Terms", "Anti-Corruption Laws", "Representations", "Adjustments", "Participations", "Transactions With Affiliates", "Consents", "Qualifications", "Intellectual Property", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Guaranty and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.\u00a0\u00a0In proving this Guaranty it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.", "references": ["No Waivers", "Subsidiaries", "Confidentiality", "Erisa", "Publicity", "Sales", "Authorizations", "Cooperation", "Construction", "Disability", "Survival", "Adjustments", "Liens", "Vacations", "Solvency", "Governing Laws", "Benefits", "Costs", "Assignments", "General", "Withholdings", "Participations", "Applicable Laws", "Death", "Financial Statements", "Interests", "Approvals", "Effective Dates", "Venues", "Interpretations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance of this Agreement will not (i) violate, conflict with, or result in the breach, acceleration, default or termination of, or otherwise give any other contracting party the right to terminate, accelerate, modify or cancel any of the terms, provisions, or conditions of any material agreements or instrument to which any of the Marie Croatti Sellers is a party or by which any of the Marie Croatti Sellers or the Marie Croatti Sellers\u2019 assets may be bound, or (ii) constitute a violation of any material applicable law, rule or regulation, or of any judgment, order, injunctive, award or decree of any court, administrative agency or other governmental authority applicable to any of the Marie Croatti Sellers.", "references": ["Arbitration", "Severability", "Disclosures", "Indemnity", "Terms", "Financial Statements", "No Defaults", "Submission To Jurisdiction", "Adjustments", "Fees", "General", "Warranties", "Cooperation", "Insurances", "Representations", "Erisa", "Miscellaneous", "Tax Withholdings", "Effectiveness", "Waivers", "Enforcements", "Indemnifications", "Records", "Authorizations", "Assigns", "Enforceability", "Consent To Jurisdiction", "Non-Disparagement", "Modifications", "Construction", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "No service or product provided, manufactured, sold, leased, licensed or delivered by either of the Companies is subject to any guaranty, warranty, right of return, right of credit, service level agreement obligation or other indemnity other than the applicable standard terms and conditions of sale of the Companies, which are set forth in Schedule 2.25 . The aggregate expenses incurred by either of the Companies in fulfilling its obligations under its guaranty, warranty, right of return, service level agreement credit and indemnity provisions during each of the fiscal years and the interim period covered by the Financial Statements are less than \u20ac25,000.", "references": ["Existence", "Integration", "Definitions", "Further Assurances", "Financial Statements", "Benefits", "Capitalization", "Non-Disparagement", "Enforcements", "Employment", "Defined Terms", "Use Of Proceeds", "Titles", "Miscellaneous", "Successors", "Sales", "Effective Dates", "Binding Effects", "Assigns", "Consents", "No Defaults", "Approvals", "Cooperation", "Jurisdictions", "Authority", "Submission To Jurisdiction", "Closings", "Notices", "Interests", "Releases", "Warranties"], "gold": ["Warranties"]}
+{"input": "From and after the Closing, the Purchaser shall, and shall cause each of its Subsidiaries to, provide the Seller and its authorized representatives with reasonable access, during normal business hours, to the books and records and personnel of the Company Group in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby or with respect to periods or occurrences prior to or on the Closing Date, including for the purpose of preparing final Tax Returns and providing assistance relating to final accounting functions relating to the Company Group or any member thereof. Unless otherwise consented to in writing by the Seller, the Purchaser shall not, and shall not permit any of its Subsidiaries to, for a period of six years following the Closing Date (or, with respect to any Tax records, if later, the period during which the relevant statute of limitations remains open), destroy, alter or otherwise dispose of any of the books and records of any of its Subsidiaries relating to the Business for any period prior to the Closing without first giving reasonable prior notice to the Seller and offering to surrender to the Seller such books and records or any portion thereof which the Purchaser or any of its Subsidiaries may intend to destroy, alter or dispose of.", "references": ["Taxes", "Brokers", "Use Of Proceeds", "Payments", "Insurances", "Books", "Governing Laws", "Headings", "Effectiveness", "Qualifications", "Indemnifications", "Litigations", "Successors", "Cooperation", "Duties", "Sanctions", "Fees", "Notices", "Capitalization", "Existence", "Specific Performance", "Consent To Jurisdiction", "Non-Disparagement", "Closings", "Survival", "Definitions", "Change In Control", "Integration", "No Defaults", "Arbitration", "Records"], "gold": ["Records"]}
+{"input": "All notices or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by pre-paid, first class certified or registered mail, return receipt requested, or by facsimile transmission, to the intended recipient thereof at its address or facsimile number set out below. Any such notice or communication shall be deemed to have been duly given immediately (if given or made in person or by facsimile confirmed by mailing a copy thereof to the recipient in accordance with this Section 11.5 on the date of such facsimile), or five (5) calendar days after mailing (if given or made by mail), and in proving same it shall be sufficient to show that the envelope containing the same was delivered to the delivery service and duly addressed, or that receipt of a facsimile was confirmed by the recipient.", "references": ["Fees", "Consent To Jurisdiction", "Closings", "Insurances", "Disability", "Venues", "General", "Binding Effects", "Submission To Jurisdiction", "Jurisdictions", "Payments", "Qualifications", "Use Of Proceeds", "Headings", "Withholdings", "Participations", "Assignments", "Taxes", "Waivers", "Sales", "Forfeitures", "Liens", "Miscellaneous", "Consents", "Authorizations", "Books", "Further Assurances", "Modifications", "Change In Control", "No Conflicts", "Notices"], "gold": ["Notices"]}
+{"input": "There is no action, suit or proceeding pending against, or to the knowledge of the Company threatened against or affecting, any Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could have a Material Adverse Effect.", "references": ["Sanctions", "Adjustments", "Liens", "Powers", "Governing Laws", "Arbitration", "Integration", "Brokers", "Amendments", "Defined Terms", "Compliance With Laws", "Change In Control", "Terminations", "Agreements", "Counterparts", "Construction", "Enforceability", "Employment", "Remedies", "Vacations", "Headings", "Entire Agreements", "Financial Statements", "General", "Intellectual Property", "Transactions With Affiliates", "Records", "Waiver Of Jury Trials", "Assignments", "Disability", "Litigations"], "gold": ["Litigations"]}
+{"input": "The substantive laws of the State in which the Property is located, without reference to its conflict of law provisions, will govern the validity, construction, and enforcement of this Agreement and the Transaction Documents.", "references": ["Withholdings", "Payments", "Integration", "Agreements", "Defined Terms", "Titles", "Participations", "Capitalization", "Arbitration", "Indemnity", "Binding Effects", "Tax Withholdings", "Disability", "Expenses", "Headings", "Transactions With Affiliates", "Litigations", "No Conflicts", "Positions", "Adjustments", "Specific Performance", "Warranties", "Taxes", "Authorizations", "Base Salary", "Survival", "Fees", "Powers", "General", "No Defaults", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice, request, demand or other communication to be given hereunder shall be in writing and, if to Borrower, delivered or mailed to it, at the address specified on the signature page hereto or if to Lender, mailed or delivered to it, at the address specified on the signature page hereto. All such communications shall be deemed given or made when delivered via overnight delivery service or personal service or, if mailed, forty-eight (48) hours after being deposited in the mail with postage prepaid, in an official depository maintained by the United States Post Office for the collection of mail, except that notices from Borrower to Lender pursuant to any provision herein shall not be effective until received by Lender. Unless otherwise provided under applicable law, if there is more than one Borrower hereunder, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.", "references": ["Duties", "Amendments", "Litigations", "Brokers", "Vesting", "Vacations", "Organizations", "Terms", "Governing Laws", "General", "Approvals", "Capitalization", "Erisa", "Modifications", "Subsidiaries", "Arbitration", "Consents", "Definitions", "Effective Dates", "No Defaults", "Successors", "Adjustments", "Participations", "Intellectual Property", "Forfeitures", "Counterparts", "Interests", "Binding Effects", "Disability", "Solvency", "Notices"], "gold": ["Notices"]}
+{"input": "All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to Indemnitee at the address set forth below Indemnitee signature hereto, and to the Company, at its principal executive offices to the attention of the President, or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.", "references": ["Enforceability", "Taxes", "Arbitration", "Confidentiality", "No Waivers", "Death", "Sanctions", "Participations", "Duties", "Representations", "Specific Performance", "Subsidiaries", "Benefits", "Terms", "Sales", "Titles", "Remedies", "Brokers", "Construction", "Applicable Laws", "Waivers", "Intellectual Property", "No Conflicts", "Effective Dates", "Further Assurances", "Indemnifications", "Interests", "Survival", "Releases", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed in one or more counterparts (any of which may be delivered by fax or electronic mail transmission), each of which will for all purposes be deemed to be an original and all of which will constitute the same instrument.", "references": ["Capitalization", "Modifications", "Compliance With Laws", "Records", "Governing Laws", "Assigns", "Adjustments", "No Waivers", "Confidentiality", "Survival", "Books", "Amendments", "Warranties", "Qualifications", "Death", "Use Of Proceeds", "Construction", "Disability", "Cooperation", "Submission To Jurisdiction", "Enforcements", "Anti-Corruption Laws", "Employment", "Sanctions", "Solvency", "Duties", "Applicable Laws", "Successors", "Interests", "Vacations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrower, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.", "references": ["Costs", "Applicable Laws", "Waivers", "Interpretations", "Organizations", "Severability", "Capitalization", "Enforceability", "Effectiveness", "Miscellaneous", "Authority", "Authorizations", "Transactions With Affiliates", "Notices", "Non-Disparagement", "Vacations", "Representations", "Remedies", "Survival", "Assignments", "Jurisdictions", "Base Salary", "Anti-Corruption Laws", "Intellectual Property", "Approvals", "Defined Terms", "Effective Dates", "Construction", "Fees", "No Waivers", "Powers"], "gold": ["Powers"]}
+{"input": "Each Party will advise the Joint Product Committee promptly upon its becoming aware of: (a) any unlicensed activities which such Party believes may be an actual or impending infringement in the Territory of any patent or other proprietary right owned or applied for by it or the other Party and related to the Licensed Product or the development, manufacture, use, importation, or sale thereof; (b) any attack on or appeal of the grant of any patent owned or applied for by it or the other Party and related to the Licensed Product or the development, manufacture, use, or sale thereof; (c)\u00a0any application for patent by, or the grant of a patent to, a Third Party in respect of rights which may be related to the Licensed Product so as to potentially affect the development, manufacture, use, importation, or sale thereof or which may claim the same subject matter as or conflict with any patent owned or applied for by it or the other Party and related to the Licensed Product, or the development, manufacture, use, importation, or sale thereof; or (d) any application made for a compulsory license under any patent owned or applied for by it or the other Party and related to the Licensed Product or the development, manufacture, use, importation, or sale thereof.", "references": ["Organizations", "Arbitration", "Governing Laws", "No Waivers", "Interpretations", "Waivers", "Withholdings", "Brokers", "Disability", "Submission To Jurisdiction", "Insurances", "Use Of Proceeds", "Headings", "Authorizations", "Liens", "Forfeitures", "Effective Dates", "Modifications", "Sales", "Defined Terms", "Duties", "Change In Control", "Benefits", "Survival", "Construction", "Cooperation", "Vacations", "Closings", "Financial Statements", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "All notices and other communications to any Debtor under this Agreement shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or telecopier to such Debtor at its chief executive office set forth on Schedule 3.3 or at such other address in the United States, Canada or Luxembourg as may be specified by such Debtor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the US Borrower.", "references": ["Specific Performance", "Indemnifications", "Waivers", "Enforceability", "No Defaults", "Waiver Of Jury Trials", "Compliance With Laws", "Terms", "Non-Disparagement", "Cooperation", "Tax Withholdings", "Disclosures", "Titles", "Vacations", "Amendments", "Benefits", "Integration", "Applicable Laws", "Payments", "Assignments", "Employment", "Transactions With Affiliates", "Sales", "Arbitration", "Approvals", "Base Salary", "Authorizations", "Solvency", "Records", "Organizations", "Notices"], "gold": ["Notices"]}
+{"input": "The headings of sections and subsections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the meaning of any of its provisions.", "references": ["Submission To Jurisdiction", "Insurances", "Amendments", "Sales", "Brokers", "Effective Dates", "Litigations", "Transactions With Affiliates", "Base Salary", "Erisa", "General", "Sanctions", "Survival", "Confidentiality", "Anti-Corruption Laws", "No Conflicts", "Vacations", "Books", "Miscellaneous", "Solvency", "Warranties", "Forfeitures", "Organizations", "Non-Disparagement", "Existence", "Authorizations", "Cooperation", "Definitions", "Entire Agreements", "Assignments", "Headings"], "gold": ["Headings"]}
+{"input": "Upon the reasonable request of the Lender, the Borrower will execute and deliver (or cause to be executed and delivered by its Subsidiaries) such further instruments, provide such further information and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Agreement and the Loan Documents.", "references": ["Effectiveness", "Positions", "Withholdings", "Arbitration", "Disability", "Forfeitures", "Terms", "Duties", "Base Salary", "Taxes", "Insurances", "Severability", "Titles", "Defined Terms", "Entire Agreements", "Non-Disparagement", "Headings", "Books", "Indemnity", "Approvals", "Successors", "Litigations", "Definitions", "Notices", "Transactions With Affiliates", "Participations", "Financial Statements", "Sanctions", "General", "Modifications", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "All indemnities hereunder under the indemnification provisions of the other Loan Documents and under the Environmental Indemnity Agreement, shall survive the repayment in full of the Loan and the release of the liens evidencing or securing the Loan, and shall survive the transfer (by sale, foreclosure, conveyance in lieu of foreclosure or otherwise) of any or all right, title and interest in and to the Projects to any party, whether or not an Affiliate of Borrower in accordance with the provisions of any such Loan Document.", "references": ["Vacations", "Sanctions", "Capitalization", "Insurances", "No Defaults", "Releases", "Anti-Corruption Laws", "Taxes", "Change In Control", "Vesting", "Duties", "Sales", "No Conflicts", "Remedies", "Benefits", "Disability", "Jurisdictions", "Consent To Jurisdiction", "Subsidiaries", "Withholdings", "Adjustments", "Headings", "Terminations", "Warranties", "Costs", "Solvency", "Modifications", "Enforceability", "Indemnity", "Integration", "Survival"], "gold": ["Survival"]}
+{"input": "The Indemnified Party and the Indemnifying Party shall each cooperate fully (and shall each cause its Affiliates to cooperate fully) with the other in the defense of any Third Party Claim pursuant to this Article XX .\u00a0\u00a0Without limiting the generality of the foregoing, each such Person shall furnish the other such Person (at the expense of the Indemnifying Party) with such documentary or other evidence as is then in its or any of its Affiliates\u2019 possession, as may reasonably be requested by the other Person for the purpose of defending against any such Third Party Claim.", "references": ["Books", "Financial Statements", "Survival", "Subsidiaries", "Vesting", "Taxes", "No Waivers", "Construction", "Authority", "Notices", "Entire Agreements", "Assignments", "Anti-Corruption Laws", "Interests", "Venues", "Specific Performance", "Representations", "Forfeitures", "Sanctions", "Consent To Jurisdiction", "Enforcements", "Miscellaneous", "Solvency", "Closings", "Expenses", "Payments", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Compliance With Laws", "Indemnifications", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them with respect to the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter hereof which are not fully expressed herein.", "references": ["Approvals", "Entire Agreements", "Vesting", "Authorizations", "General", "Brokers", "Arbitration", "Terms", "Payments", "Effective Dates", "Erisa", "Financial Statements", "Agreements", "No Waivers", "Qualifications", "Tax Withholdings", "Indemnifications", "Modifications", "Waivers", "Titles", "Withholdings", "Organizations", "Authority", "Participations", "Change In Control", "Closings", "Interpretations", "Insurances", "Disclosures", "Capitalization", "Construction"], "gold": ["Construction"]}
+{"input": "If at any time after the date of the execution of this Agreement and Release any provision of this Agreement and Release shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect. The illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement and Release, provided, however, that if paragraph 5(a) is held to be illegal, void or unenforceable in whole or in part, you agree to promptly execute a valid general release and waiver in favor of the Company and the Releasees.", "references": ["Duties", "Consents", "Governing Laws", "Enforceability", "Books", "Authorizations", "Disability", "Warranties", "Consent To Jurisdiction", "Waivers", "Defined Terms", "Vacations", "Titles", "Existence", "Survival", "Death", "Sales", "Sanctions", "Adjustments", "Vesting", "Terms", "Definitions", "Capitalization", "Assignments", "Payments", "Cooperation", "Qualifications", "Liens", "Miscellaneous", "Subsidiaries", "Severability"], "gold": ["Severability"]}
+{"input": "No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by you and such officers as may be specifically designated by the Board.\u00a0\u00a0No waiver by either party hereto at any time of any breach by the other party hereto, or of failure to comply with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.\u00a0\u00a0No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement.\u00a0\u00a0The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.\u00a0\u00a0All reference to sections of any statute, including the Code, shall be deemed also to refer to any successor provisions thereof.\u00a0\u00a0The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts. This Agreement is made under seal.", "references": ["Consents", "Defined Terms", "Capitalization", "Base Salary", "Notices", "Subsidiaries", "Terms", "Submission To Jurisdiction", "Indemnity", "Arbitration", "Further Assurances", "Interests", "Insurances", "Participations", "Erisa", "Integration", "Organizations", "Expenses", "Adjustments", "Duties", "Binding Effects", "Payments", "Assignments", "Amendments", "Use Of Proceeds", "Applicable Laws", "Vacations", "Change In Control", "Disclosures", "Enforcements", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "On the Closing Date, after giving effect to the Transactions to be consummated on such date, the Loan Parties are, on a consolidated basis, Solvent.", "references": ["Vacations", "Tax Withholdings", "Warranties", "Releases", "Consent To Jurisdiction", "Adjustments", "Closings", "Duties", "Entire Agreements", "Brokers", "Withholdings", "Positions", "Sales", "Specific Performance", "Litigations", "Sanctions", "Consents", "Organizations", "Financial Statements", "Arbitration", "Jurisdictions", "Governing Laws", "Modifications", "Venues", "Titles", "Expenses", "Confidentiality", "Use Of Proceeds", "Non-Disparagement", "Publicity", "Solvency"], "gold": ["Solvency"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the applicable Class of Lenders, the applicable Issuing Bank hereby grants to each Lender of the applicable Class, and each such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section 2.05 , or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Modifications", "Agreements", "Submission To Jurisdiction", "Interpretations", "Jurisdictions", "Releases", "Solvency", "Waivers", "Arbitration", "General", "Cooperation", "Litigations", "Interests", "Authorizations", "Employment", "Tax Withholdings", "Enforcements", "Entire Agreements", "Assigns", "Construction", "Binding Effects", "Indemnifications", "Specific Performance", "Transactions With Affiliates", "Records", "Insurances", "Warranties", "Brokers", "Non-Disparagement", "Base Salary", "Participations"], "gold": ["Participations"]}
+{"input": "No failure by any Lender, any L/C Issuer, any applicable Facility Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.", "references": ["Waivers", "Vesting", "Brokers", "Further Assurances", "Terms", "Change In Control", "Tax Withholdings", "Capitalization", "Effective Dates", "Indemnifications", "Jurisdictions", "Releases", "Agreements", "Interests", "Taxes", "Notices", "Remedies", "Disclosures", "Financial Statements", "Benefits", "Solvency", "Qualifications", "Warranties", "No Conflicts", "Integration", "Definitions", "No Defaults", "General", "Closings", "Defined Terms", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the fact that Borrowers\u2019 Account may from time to time be temporarily in a zero or credit position, until the Termination Date.\u00a0 All representations, warranties, covenants, waivers and agreements contained herein shall survive until the Termination Date.\u00a0 At such time as the Termination Date shall have occurred, the Liens on the Collateral shall be automatically released and Agent shall, at the sole expense of Borrowers, deliver to Borrowing Agent any documents reasonably requested to effectuate or evidence such release.", "references": ["Indemnity", "Litigations", "Agreements", "No Defaults", "Publicity", "Transactions With Affiliates", "Consents", "Taxes", "Arbitration", "Counterparts", "Amendments", "Indemnifications", "Construction", "Warranties", "General", "Base Salary", "Governing Laws", "Benefits", "Fees", "Qualifications", "Books", "Brokers", "Sanctions", "Binding Effects", "Use Of Proceeds", "Waivers", "Anti-Corruption Laws", "Participations", "Effective Dates", "Modifications", "Terminations"], "gold": ["Terminations"]}
+{"input": "Arbitration proceedings shall be held in San Diego County, California. The arbitrator shall apply applicable state and/or federal substantive law to determine issues of liability and damages regarding all claims to be arbitrated, and shall apply the Federal Rules of Evidence to the proceeding. The parties shall be entitled to conduct reasonable discovery and the arbitrator shall have the authority to determine what constitutes reasonable discovery. The arbitrator shall hear motions for summary judgment/adjudication as provided in the Federal Rules of Civil Procedure. Within thirty days following the hearing and the submission of the matter to the arbitrator, the arbitrator shall issue a written opinion and award which shall be signed and dated. The arbitrator\u2019s award shall decide all issues submitted by the parties, but the arbitrator may not decide any issue not submitted. The opinion and award shall include factual findings and the reasons upon which the decision is based. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and allowed by law.", "references": ["Payments", "Applicable Laws", "Submission To Jurisdiction", "Assignments", "Existence", "Powers", "Employment", "Organizations", "Waiver Of Jury Trials", "Vacations", "Benefits", "Taxes", "Effective Dates", "Integration", "Specific Performance", "Capitalization", "Disability", "Qualifications", "Erisa", "Transactions With Affiliates", "Survival", "Death", "Modifications", "No Defaults", "Authorizations", "Non-Disparagement", "Effectiveness", "Adjustments", "Withholdings", "Intellectual Property", "Venues"], "gold": ["Venues"]}
+{"input": "This Agreement and the Transaction Documents (and the Exhibits hereto and thereto) constitute the entire understanding between the Company and the Investors relative to the subject matter hereof. Any prior and contemporaneous agreement, discussion, understanding, correspondence and/or communication between the Company and such Investors regarding the purchase of securities, capital stock of the Company or otherwise, whether written or oral, is superseded by this Agreement.", "references": ["Consents", "Vesting", "Records", "Modifications", "Specific Performance", "Agreements", "Transactions With Affiliates", "Organizations", "No Waivers", "Non-Disparagement", "Liens", "Cooperation", "Binding Effects", "Withholdings", "Anti-Corruption Laws", "Employment", "Financial Statements", "Consent To Jurisdiction", "Payments", "Disclosures", "Construction", "Authorizations", "Litigations", "Integration", "Publicity", "Capitalization", "Further Assurances", "Insurances", "Authority", "Sanctions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration, in Birmingham, Alabama, in accordance with the Commercial Arbitration rules of the American Arbitration Association, except that the arbitrator(s) shall be required to be familiar with the laws of the State of Delaware as they relate to this Agreement. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to recover reasonable attorneys\u2019 fees and costs incurred in any such arbitration proceeding in addition to any and all other remedies available at law or in equity.", "references": ["Sanctions", "Insurances", "Disclosures", "Further Assurances", "Notices", "Cooperation", "Publicity", "General", "Warranties", "Successors", "Positions", "Disability", "Change In Control", "Modifications", "Taxes", "Books", "Capitalization", "Records", "Authorizations", "Withholdings", "Adjustments", "Counterparts", "Brokers", "Financial Statements", "Binding Effects", "Assignments", "Effectiveness", "Authority", "Vacations", "Non-Disparagement", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Holdings and the Borrower hereby represent and warrant to the Lender that the Note Investors executing this Consent and Amendment constitute all Note Investors who as of the date hereof hold shares of common stock of Holdings issued or issuable upon conversion of the NWPA Notes and the exercise of the NWPA Warrants. Holdings and the Borrower agree that any inaccuracy in the foregoing representation and warranty shall constitute an automatic Event of Default under the Credit Agreement.", "references": ["Agreements", "Books", "Expenses", "Tax Withholdings", "Disability", "Authority", "Duties", "Assignments", "Death", "Use Of Proceeds", "Construction", "Organizations", "Consent To Jurisdiction", "Successors", "Confidentiality", "Vesting", "Warranties", "Assigns", "Employment", "Survival", "Sanctions", "Effectiveness", "Remedies", "Costs", "Sales", "Terms", "No Conflicts", "Severability", "Miscellaneous", "Definitions", "Representations"], "gold": ["Representations"]}
+{"input": "To facilitate the orderly conduct of the Company, the Executive agrees to cooperate, at no charge, with the Company\u2019s reasonable requests for information or assistance related to (i)\u00a0the time of his employment, (ii)\u00a0any investigations (including internal investigations) and audits of the Company\u2019s management\u2019s current and past conduct and business and accounting practices and (iii)\u00a0the Company\u2019s defence of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company. The Company will promptly reimburse Executive for his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his duties under this Section 5 .", "references": ["Indemnity", "Closings", "Compliance With Laws", "Submission To Jurisdiction", "Definitions", "Confidentiality", "No Defaults", "Remedies", "Amendments", "Integration", "General", "Specific Performance", "Interpretations", "No Conflicts", "Vesting", "Construction", "Litigations", "Records", "Payments", "Notices", "Applicable Laws", "Interests", "Withholdings", "Liens", "Use Of Proceeds", "Defined Terms", "Miscellaneous", "Death", "Terms", "Duties", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The headings of this Term B Loan Refinancing Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.", "references": ["Fees", "Publicity", "Titles", "Duties", "Releases", "Waiver Of Jury Trials", "Remedies", "Waivers", "Amendments", "Confidentiality", "Intellectual Property", "Warranties", "Submission To Jurisdiction", "Severability", "Effective Dates", "General", "Forfeitures", "Notices", "Qualifications", "Participations", "Anti-Corruption Laws", "Expenses", "Capitalization", "Approvals", "Liens", "Use Of Proceeds", "Withholdings", "Erisa", "Arbitration", "No Conflicts", "Headings"], "gold": ["Headings"]}
+{"input": "This guarantee is a continuing guarantee and shall (a) remain in full force and effect until payment in full (after the Termination Date) of the Obligations and all other amounts payable under this guaranty, (b) be binding upon the Company, its successors and assigns, (c) inure to the benefit of and be enforceable by each Lender (including each assignee Lender pursuant to Section 9.06) and each Agent and their respective successors, transferees and assigns and (d) shall be reinstated if at any time any payment to a Lender or the Administrative Agent hereunder is required to be restored by such Lender or such Agent. Without limiting the generality of the foregoing clause (c) but subject to Section 9.06, each Lender may assign or otherwise transfer its interest in any Advance to any other person or entity, and such other person or entity shall thereupon become vested with all the rights in respect thereof granted to such Lender herein or otherwise.", "references": ["Interests", "Confidentiality", "Qualifications", "Consent To Jurisdiction", "Compliance With Laws", "Sanctions", "Authorizations", "Duties", "Effective Dates", "Specific Performance", "Use Of Proceeds", "Disability", "Agreements", "Tax Withholdings", "Definitions", "Positions", "Releases", "Modifications", "Representations", "Consents", "Forfeitures", "Solvency", "Terms", "Litigations", "Expenses", "Indemnity", "Powers", "Books", "Enforcements", "No Waivers", "Survival"], "gold": ["Survival"]}
+{"input": "Each Grantor has duly executed and delivered each of the Credit Documents to which it is party, and each of such Credit Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors\u2019 rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).", "references": ["No Waivers", "General", "Severability", "Payments", "Confidentiality", "Waiver Of Jury Trials", "Amendments", "Expenses", "Successors", "Definitions", "Erisa", "Employment", "Participations", "Qualifications", "Forfeitures", "Liens", "Brokers", "Books", "Consents", "Integration", "Venues", "Positions", "Base Salary", "Financial Statements", "Solvency", "Publicity", "Representations", "Warranties", "Submission To Jurisdiction", "Non-Disparagement", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "All disclosure provided to the Company regarding the Parent, its business and the transactions contemplated by this Agreement, furnished by or on behalf of Parent (including Parent\u2019s representations and warranties set forth in this Agreement and the Parent Disclosure Schedule) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein in light of the circumstances under which they were made, not misleading.", "references": ["Base Salary", "Terms", "Waiver Of Jury Trials", "Entire Agreements", "General", "Successors", "Records", "Transactions With Affiliates", "Powers", "Fees", "Modifications", "Survival", "Authorizations", "Costs", "Interpretations", "Consent To Jurisdiction", "Cooperation", "Participations", "Miscellaneous", "Further Assurances", "Tax Withholdings", "Benefits", "Liens", "Employment", "Compliance With Laws", "Submission To Jurisdiction", "Interests", "Taxes", "Assigns", "Jurisdictions", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Subject to Section 32 hereof, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in any dispute, claim, controversy, action, suit or proceeding between the parties arising out of this Agreement which are permitted to be filed or determined in such court. Subject to Section 32 hereof, the parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party\u2019s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law.", "references": ["Interpretations", "Counterparts", "Enforceability", "Liens", "Publicity", "Assigns", "Costs", "Definitions", "Insurances", "Adjustments", "Construction", "Employment", "Releases", "Effectiveness", "Powers", "Qualifications", "Indemnifications", "Further Assurances", "Withholdings", "Fees", "Miscellaneous", "Taxes", "Indemnity", "Approvals", "Existence", "Sanctions", "Authorizations", "Notices", "Duties", "Disclosures", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Headings at the beginning of articles and sections hereof are for convenience of reference, shall not be considered a part of the text of the Plan, and shall not influence its construction.", "references": ["Notices", "Employment", "Approvals", "No Conflicts", "Solvency", "Indemnity", "Records", "Titles", "Interests", "Defined Terms", "Qualifications", "Sanctions", "Consents", "Books", "Publicity", "Warranties", "Costs", "Tax Withholdings", "Existence", "Disclosures", "Agreements", "Forfeitures", "Effective Dates", "Remedies", "Assigns", "Integration", "Submission To Jurisdiction", "Authority", "Waivers", "Taxes", "Headings"], "gold": ["Headings"]}
+{"input": "Except as modified herein, the Lease and all of the terms and provisions thereof shall remain unmodified and in full force and effect as originally written. Landlord shall continue to hold the Security Deposit, and Tenant shall maintain the Security Deposit, in accordance with the terms of the Lease. In the event of any conflict or inconsistency between the provisions of the Lease and the provisions of this Amendment, the provisions of this Amendment shall control. All terms used herein but not defined herein which are defined in the Lease shall have the same meaning for purposes hereof as they do for purposes of the Lease. The Recitals set forth above in this Amendment are hereby incorporated by this reference. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective beneficiaries, successors and assigns. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting the matters set forth in this Amendment and this Amendment constitutes the parties\u2019 entire agreement with respect to the matters described herein and supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties hereto or with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Amendment.", "references": ["Indemnity", "Withholdings", "Jurisdictions", "Payments", "Specific Performance", "Titles", "Modifications", "Participations", "Transactions With Affiliates", "Fees", "Powers", "Erisa", "Governing Laws", "Insurances", "Amendments", "Defined Terms", "Positions", "Litigations", "Use Of Proceeds", "Brokers", "Further Assurances", "Successors", "Releases", "Effectiveness", "Headings", "Financial Statements", "Consents", "Expenses", "Enforcements", "Costs", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "All federal, state and other tax returns of each of the Parent, the Borrower, each other Loan Party and each other Subsidiary of the Borrower required by Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon, each of the Parent, the Borrower, each Loan Party, each other Subsidiary of the Parent and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section\u00a08.6. As of the Agreement Date, none of the United States income tax returns of the Parent, the Borrower, any other Loan Party or any other Subsidiary of the Parent is under audit. All charges, accruals and reserves on the books of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries of the Parent in respect of any taxes or other governmental charges are in accordance with GAAP.", "references": ["Consent To Jurisdiction", "Further Assurances", "Participations", "Subsidiaries", "Transactions With Affiliates", "Indemnifications", "Effectiveness", "Base Salary", "Headings", "Non-Disparagement", "Applicable Laws", "Use Of Proceeds", "Vesting", "Capitalization", "Sanctions", "Warranties", "Venues", "Intellectual Property", "Disclosures", "Waiver Of Jury Trials", "Modifications", "Liens", "Publicity", "Waivers", "Terminations", "Terms", "Litigations", "Interests", "Anti-Corruption Laws", "Sales", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Sub-Sublease shall be governed by, and construed in accordance with, the laws of the State of California (without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California).", "references": ["Effective Dates", "Records", "Forfeitures", "Intellectual Property", "Interests", "Employment", "Indemnity", "Non-Disparagement", "Definitions", "Tax Withholdings", "Specific Performance", "Integration", "Assignments", "Terms", "Notices", "Vacations", "Arbitration", "Publicity", "Assigns", "No Waivers", "Taxes", "Consents", "Entire Agreements", "Submission To Jurisdiction", "Liens", "Adjustments", "Miscellaneous", "Binding Effects", "Effectiveness", "Authorizations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof insofar as such principles would defer to the substantive laws of some other jurisdiction.", "references": ["Expenses", "Counterparts", "Publicity", "Binding Effects", "Financial Statements", "Assigns", "Positions", "Subsidiaries", "Transactions With Affiliates", "Closings", "Authority", "Interests", "Sanctions", "Powers", "Change In Control", "Severability", "Benefits", "Employment", "Existence", "Organizations", "Effective Dates", "Specific Performance", "Taxes", "Effectiveness", "Participations", "Disclosures", "Further Assurances", "No Defaults", "Tax Withholdings", "Brokers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation\u00a0U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.", "references": ["Sales", "Specific Performance", "Confidentiality", "Binding Effects", "Interests", "Terms", "Successors", "Waiver Of Jury Trials", "Authority", "Arbitration", "Amendments", "Solvency", "Expenses", "No Waivers", "Anti-Corruption Laws", "Authorizations", "Waivers", "Withholdings", "Indemnifications", "Transactions With Affiliates", "Compliance With Laws", "Closings", "Intellectual Property", "Death", "Entire Agreements", "Vacations", "Subsidiaries", "Disclosures", "No Defaults", "Payments", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Agent or any other Credit Party may be rescinded by the Agent or such other Credit Party and any of the Obligations continued, and any of the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent, the Collateral Agent or any other Credit Party, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent (or the Required Lenders or all Lenders, as the case may be) or any other Credit Party, if applicable, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Agent or any other Credit Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any other Credit Party shall have any obligation to any Loan Party or other Person, to protect, secure, perfect or insure any Lien at any time held by it as security for any of the Obligations or for the guarantee contained in this Article X or any property subject thereto.", "references": ["Agreements", "Effectiveness", "Sanctions", "No Defaults", "Forfeitures", "Disclosures", "Authorizations", "Records", "Enforceability", "Change In Control", "Closings", "Interests", "Binding Effects", "Existence", "Disability", "Governing Laws", "Jurisdictions", "Titles", "Qualifications", "Enforcements", "Tax Withholdings", "Subsidiaries", "Specific Performance", "Fees", "Transactions With Affiliates", "Counterparts", "Notices", "Insurances", "Cooperation", "Assignments", "Amendments"], "gold": ["Amendments"]}
+{"input": "As of the relevant Closing, Seller shall have received , unless waived by Seller, any required consent or approval of any holder of Assumed Debt to be assumed at such Closing and the agreement of such holder to release Seller and Mr. Moore from their obligations, as borrower or guarantor, upon assumption of the Assumed Debt by Buyer.", "references": ["No Waivers", "Specific Performance", "Survival", "Headings", "Enforcements", "Titles", "Participations", "Vesting", "Indemnity", "Indemnifications", "Effectiveness", "Subsidiaries", "Amendments", "Disability", "Defined Terms", "Base Salary", "Erisa", "Capitalization", "Waivers", "Assignments", "Financial Statements", "Death", "No Defaults", "Notices", "Closings", "Terms", "Change In Control", "Applicable Laws", "Binding Effects", "Waiver Of Jury Trials", "Consents"], "gold": ["Consents"]}
+{"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 and delivered shall be deemed an original and all of which when taken together shall constitute but one and the same instrument, and may be transmitted by fax or electronic mail.", "references": ["General", "Construction", "Withholdings", "Interpretations", "Financial Statements", "Cooperation", "Vesting", "Compliance With Laws", "Powers", "Consent To Jurisdiction", "Further Assurances", "Existence", "Anti-Corruption Laws", "Representations", "Arbitration", "No Conflicts", "Interests", "Warranties", "Headings", "Enforcements", "Payments", "Applicable Laws", "Forfeitures", "Employment", "Authority", "Terminations", "Terms", "Integration", "No Defaults", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile, email or other electronic transmission (i.e., \u201cpdf\u201d or \u201ctif\u201d) shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Interests", "Assigns", "Participations", "Brokers", "Binding Effects", "Amendments", "Fees", "Entire Agreements", "Capitalization", "Terminations", "Remedies", "Severability", "Effectiveness", "Specific Performance", "Books", "Insurances", "Enforceability", "Headings", "Sales", "Integration", "Further Assurances", "Indemnity", "Publicity", "Applicable Laws", "Miscellaneous", "Costs", "Releases", "Consents", "Sanctions", "Subsidiaries", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Upon and from and after a Licensee Disposition, the [****] shall be paid to Trust on a quarterly basis in arrears, within thirty (45) days after the end of each calendar quarter during the Term. The [****] shall be accompanied by a detailed accounting statement and back-up production documentation showing the number of Products produced and the precise manner in which the [****] was calculated during such calendar quarter.", "references": ["Liens", "Anti-Corruption Laws", "Death", "No Conflicts", "Arbitration", "Benefits", "Terminations", "Closings", "Brokers", "Taxes", "Publicity", "Capitalization", "Amendments", "Applicable Laws", "Existence", "Sales", "Authorizations", "No Defaults", "Terms", "Headings", "Costs", "Construction", "Successors", "Change In Control", "Effectiveness", "Approvals", "Erisa", "Notices", "Indemnifications", "Modifications", "Payments"], "gold": ["Payments"]}
+{"input": "Each Borrower Party is a U.S. Person and shall timely file all tax returns that are required to be filed by them and shall timely pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.", "references": ["Terminations", "Publicity", "Jurisdictions", "Transactions With Affiliates", "No Defaults", "Approvals", "Assigns", "Qualifications", "Waivers", "Integration", "Intellectual Property", "Effective Dates", "Interpretations", "Duties", "Death", "Construction", "Erisa", "Indemnifications", "Employment", "General", "Withholdings", "Adjustments", "Cooperation", "Participations", "Definitions", "Organizations", "Closings", "Existence", "Anti-Corruption Laws", "Indemnity", "Taxes"], "gold": ["Taxes"]}
+{"input": "All federal, state and other tax returns of, each Loan Party and each other Subsidiary of the Parent Guarantor required by Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary of the Parent Guarantor, and their respective Properties, income and other assets which are material in amount are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section\u00a08.6. As of the Agreement Date, none of the United States income tax returns of, any Loan Party is under audit.", "references": ["Anti-Corruption Laws", "Withholdings", "Entire Agreements", "Consents", "Cooperation", "Participations", "Expenses", "Powers", "Confidentiality", "Base Salary", "Construction", "Representations", "Releases", "Successors", "Transactions With Affiliates", "Benefits", "No Waivers", "Indemnity", "Venues", "Vacations", "Applicable Laws", "No Conflicts", "Existence", "Costs", "Governing Laws", "Terms", "Approvals", "Survival", "Counterparts", "Terminations", "Taxes"], "gold": ["Taxes"]}
+{"input": "You will receive a base salary (gross) at an annual rate of $410,000 in accordance with Ingredion\u2019s US payroll procedures, which currently provide for semi-monthly payments, \u00a0on the 15th and the last day of the month.\u00a0\u00a0Your base salary includes compensation for all time worked, as well as appropriate consideration for Company holidays and other time off.\u00a0\u00a0Your base salary will be considered for adjustment as part of our normal year-end performance management and compensation process.\u00a0\u00a0Your next salary review and adjustment will be in February 2019.\u00a0\u00a0Your position is grade level \u00a0O and is exempt.", "references": ["Binding Effects", "Enforcements", "Insurances", "Confidentiality", "Erisa", "Assigns", "Qualifications", "Transactions With Affiliates", "Severability", "Miscellaneous", "Terminations", "Compliance With Laws", "Disclosures", "Disability", "Use Of Proceeds", "Enforceability", "Subsidiaries", "Cooperation", "Counterparts", "Vacations", "Non-Disparagement", "Remedies", "Indemnity", "Consents", "Liens", "Submission To Jurisdiction", "Applicable Laws", "Employment", "Effective Dates", "General", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement and the Notes and any claims, controversy , dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any Note and the transactions contemplated hereby and thereb y shall be governed by, and construed in accordance with, the law of the State of New York.", "references": ["Defined Terms", "Interests", "No Waivers", "Positions", "No Defaults", "Specific Performance", "Representations", "Withholdings", "Severability", "Notices", "Amendments", "Authorizations", "Applicable Laws", "Consents", "Effective Dates", "Expenses", "Adjustments", "Anti-Corruption Laws", "Binding Effects", "Assigns", "Waivers", "Capitalization", "Headings", "Litigations", "Jurisdictions", "Books", "Sales", "Interpretations", "Counterparts", "Compliance With Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any portion of this Agreement shall be deemed by a court of competent jurisdiction to be unenforceable, the remaining portions shall be valid and enforceable only if, after excluding the portion deemed to be unenforceable, the remaining terms hereof shall provide for the consummation of the transactions contemplated herein in substantially the same manner as originally set forth at the date this Agreement was executed.", "references": ["Brokers", "Costs", "Assigns", "Cooperation", "Agreements", "Tax Withholdings", "Submission To Jurisdiction", "Remedies", "Authority", "Applicable Laws", "Waiver Of Jury Trials", "Indemnifications", "Erisa", "No Conflicts", "Governing Laws", "Positions", "Fees", "Counterparts", "Specific Performance", "Construction", "Use Of Proceeds", "Modifications", "Enforceability", "Compliance With Laws", "Withholdings", "Change In Control", "Consents", "Books", "Intellectual Property", "Sales", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile shall be effective for all purposes.", "references": ["Litigations", "Assignments", "Use Of Proceeds", "Expenses", "Specific Performance", "Confidentiality", "Further Assurances", "Warranties", "Costs", "Terms", "Waivers", "Employment", "Representations", "Organizations", "Vesting", "Enforceability", "Erisa", "Enforcements", "Modifications", "Death", "Existence", "Tax Withholdings", "Venues", "Insurances", "No Defaults", "Terminations", "Consents", "Forfeitures", "Binding Effects", "Change In Control", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any Credit Party and any Subsidiary thereof are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.\u00a0\u00a0No financial statement, material report, material certificate or other material information furnished (whether in writing or orally) by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections).", "references": ["Disability", "Venues", "Specific Performance", "Payments", "Benefits", "Compliance With Laws", "Participations", "Miscellaneous", "Waiver Of Jury Trials", "Insurances", "Effective Dates", "Arbitration", "Agreements", "Enforcements", "Binding Effects", "Tax Withholdings", "Definitions", "Capitalization", "Representations", "Notices", "Remedies", "Assignments", "Indemnity", "Assigns", "Organizations", "Employment", "Books", "Anti-Corruption Laws", "Closings", "Enforceability", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "(a) \u00a0Commitment Fee . The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee in Dollars on (i)\u00a0the amount of such Lender\u2019s Revolving Credit Commitment minus (ii)\u00a0the aggregate outstanding principal amount of the Revolving Credit Advances made by such Lender from the date hereof in the case of each Lender and, in the case of each Person which becomes a Lender pursuant to Section\u00a02.01(c)\u00a0or 8.07, from the effective date specified in the Assignment and Assumption or the Additional Commitment Agreement pursuant to which it became a Lender, until the Termination Date applicable to such Lender at the Applicable Commitment Fee Rate, payable quarterly in arrears on the last day of each March, June, September\u00a0and December\u00a0during the term hereof and on the latest Extended Termination Date; provided that no Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the Company shall not be required to pay such fee that otherwise would have been required to have been paid to that Defaulting Lender). All computations of the commitment fee shall be based on a year of 360\u00a0days.", "references": ["Modifications", "Disability", "Insurances", "Adjustments", "No Waivers", "Successors", "Arbitration", "Indemnifications", "Intellectual Property", "Costs", "Sanctions", "Litigations", "Base Salary", "Further Assurances", "Remedies", "Positions", "Representations", "Notices", "Duties", "Jurisdictions", "Non-Disparagement", "No Defaults", "Tax Withholdings", "Waiver Of Jury Trials", "Books", "Liens", "Venues", "Binding Effects", "Defined Terms", "Employment", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement and each other Loan Document may be executed in one or more counterparts\u00a0(and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually-signed original thereof; provided , that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.", "references": ["Benefits", "Brokers", "Tax Withholdings", "Specific Performance", "Cooperation", "Waivers", "Forfeitures", "Further Assurances", "Effective Dates", "Construction", "Base Salary", "Qualifications", "Litigations", "Vesting", "Consent To Jurisdiction", "Closings", "Subsidiaries", "Indemnifications", "Approvals", "Arbitration", "Powers", "Taxes", "Definitions", "Compliance With Laws", "Non-Disparagement", "Assignments", "Existence", "Sanctions", "No Conflicts", "Miscellaneous", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Upon a Change in Control or such period prior thereto as may be established by the Committee, all Awards shall automatically vest and become payable in full. In this regard, all Restricted Periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level.", "references": ["Withholdings", "Intellectual Property", "Authorizations", "Litigations", "Confidentiality", "Definitions", "Jurisdictions", "Liens", "Applicable Laws", "Payments", "Successors", "Qualifications", "No Waivers", "Assignments", "Vesting", "Agreements", "Further Assurances", "Binding Effects", "Disclosures", "Publicity", "Cooperation", "Records", "Capitalization", "Employment", "Waiver Of Jury Trials", "Authority", "Powers", "No Defaults", "Consent To Jurisdiction", "Closings", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Subject to applicable securities laws, this Warrant Agreement and the Warrants and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of each registered holder. The provisions of this Warrant Agreement are intended to be for the benefit of any holder from time to time of this Warrant Agreement and shall be enforceable by the Holder or holder of Warrant Shares.", "references": ["Survival", "Taxes", "Intellectual Property", "Modifications", "Closings", "Publicity", "Notices", "Headings", "Fees", "Waiver Of Jury Trials", "Terminations", "Insurances", "Benefits", "Warranties", "Tax Withholdings", "Governing Laws", "Anti-Corruption Laws", "Defined Terms", "Positions", "Costs", "Vacations", "Venues", "Arbitration", "Effective Dates", "Indemnity", "Capitalization", "Powers", "Consent To Jurisdiction", "Employment", "Miscellaneous", "Successors"], "gold": ["Successors"]}
+{"input": "In order to help expand sales and open new distribution channels for the Company and its Subsidiaries\u2019 products, Service Company will seek, negotiate, enter into and manage sales and/or marketing agreements with regional or national buying entities; regional or national logistics and hauling agreements; enter into sponsorship and endorsement agreements; perform government outreach; develop advertising and marketing strategies and content; acquire or partner with independent sales and marketing firms; and other similar services (the \u201c Sales and Marketing Services \u201d) for the Company and its Subsidiaries. The hard costs of such Sales and Marketing Services outside the scope of the Management Fee, including for instance local market advertising buys and placement, will be reimbursed by the Company to the extent such costs are approved by the Company\u2019s Board of Directors. Service Company will have the right to purchase for resale base product or specially blended or manufactured product (subject to the License Agreement or other use rights contemplated in Section 5(a) or (b) ) from the Company or any of its Subsidiaries at most favored nations wholesale pricing, in its discretion, to fulfill regional, national or non-customary customer or channel purchase orders procured by Service Company.", "references": ["Disability", "Existence", "Submission To Jurisdiction", "Miscellaneous", "Authority", "Terminations", "Successors", "Indemnifications", "Titles", "Payments", "Construction", "Jurisdictions", "Assigns", "Remedies", "Organizations", "Representations", "Releases", "Counterparts", "Enforcements", "Litigations", "Interpretations", "Taxes", "Waivers", "Sanctions", "Liens", "Solvency", "Employment", "Definitions", "Disclosures", "Tax Withholdings", "Sales"], "gold": ["Sales"]}
+{"input": "This Guaranty shall remain in full force and effect with respect to each Guarantor until indefeasible payment in full of the Guarantied Obligations and the termination or cancellation of all Loan Documents in accordance with their respective terms.", "references": ["Disclosures", "Further Assurances", "Miscellaneous", "Indemnity", "Employment", "Publicity", "Non-Disparagement", "Indemnifications", "Fees", "Powers", "Forfeitures", "Effective Dates", "Positions", "Change In Control", "Taxes", "Adjustments", "Duties", "Venues", "Tax Withholdings", "Severability", "Amendments", "Authority", "Consents", "Survival", "Enforceability", "Anti-Corruption Laws", "Transactions With Affiliates", "Interests", "Withholdings", "Existence", "Terminations"], "gold": ["Terminations"]}
+{"input": "Such Party (a) has the organizational power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms.", "references": ["Amendments", "Applicable Laws", "Remedies", "Disability", "Use Of Proceeds", "Indemnifications", "Effectiveness", "Costs", "Solvency", "Representations", "Titles", "Survival", "Capitalization", "Sanctions", "Further Assurances", "Entire Agreements", "Integration", "Interpretations", "Vacations", "Participations", "No Conflicts", "Warranties", "Notices", "Intellectual Property", "Fees", "Approvals", "Assignments", "Erisa", "Sales", "Miscellaneous", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Subject to the Participant\u2019s continued employment or service to the Company, and subject to accelerated vesting in accordance with Section\u00a04 of the Employment Agreement, one third will vest as follows: 66,666 on May\u00a02, 2019, 66,666 on May\u00a02, 2020 and 66,668 on May\u00a02, 2021 (the final vesting date, the \u201c Final Vesting Date \u201d). Subject to Section\u00a04 of the Employment Agreement, the vesting of the RSUs is subject to the achievement by the Company annual financial or performance objectives that have been set by the Committee with respect to each such vesting date and communicated to the Participant. The financial or performance objectives will be the same objectives for the Company\u2019s other executive officers.", "references": ["Erisa", "Submission To Jurisdiction", "Defined Terms", "Waivers", "Integration", "Enforceability", "General", "Payments", "Costs", "Publicity", "Base Salary", "Governing Laws", "Intellectual Property", "Authority", "Employment", "Effectiveness", "Books", "Death", "Agreements", "No Conflicts", "Transactions With Affiliates", "Subsidiaries", "Jurisdictions", "Expenses", "Modifications", "Specific Performance", "Confidentiality", "Construction", "Organizations", "Successors", "Vesting"], "gold": ["Vesting"]}
+{"input": "The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management\u00a0of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.", "references": ["Qualifications", "Withholdings", "Waivers", "Duties", "Entire Agreements", "Successors", "Specific Performance", "Indemnifications", "Headings", "Insurances", "Applicable Laws", "Authorizations", "Counterparts", "Fees", "Modifications", "Erisa", "Binding Effects", "Taxes", "Existence", "Governing Laws", "Disclosures", "Organizations", "Liens", "Capitalization", "Approvals", "Representations", "Indemnity", "No Waivers", "Positions", "Intellectual Property", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The provisions of this 2018-1 Servicing Supplement and the 2018-1 Servicing Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.", "references": ["Records", "Use Of Proceeds", "Releases", "Effective Dates", "Approvals", "Employment", "Intellectual Property", "Interpretations", "Solvency", "Vacations", "Base Salary", "Insurances", "Qualifications", "Powers", "Waiver Of Jury Trials", "Authority", "Interests", "Survival", "Modifications", "Construction", "Severability", "Vesting", "Indemnifications", "No Conflicts", "Notices", "Submission To Jurisdiction", "Applicable Laws", "Remedies", "Adjustments", "Capitalization", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Schedule\u00a06.21(a) sets forth, as of the date hereof, all of the Subsidiaries of REIT, the form and jurisdiction of organization of each of the Subsidiaries, and REIT\u2019s direct and indirect ownership interests therein. Schedule\u00a06.21(b) sets forth, as of the date hereof, all of the Unconsolidated Affiliates of REIT and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated Affiliates, REIT\u2019s or its Subsidiary\u2019s ownership interest therein and the other owners of the applicable Unconsolidated Affiliate. No Person owns any legal, equitable or beneficial interest in any of the Persons set forth on Schedules 6.21(a) and 6.21(b) except as set forth on such Schedules.", "references": ["Sales", "Solvency", "Organizations", "Modifications", "Positions", "Interests", "Vesting", "Change In Control", "Financial Statements", "Confidentiality", "Jurisdictions", "Non-Disparagement", "Approvals", "Forfeitures", "Publicity", "Warranties", "Applicable Laws", "Existence", "Survival", "Adjustments", "Use Of Proceeds", "Records", "No Waivers", "Costs", "Vacations", "Remedies", "Withholdings", "Arbitration", "Defined Terms", "Powers", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Option shall terminate upon the Participant\u2019s Termination for any reason and no Shares may thereafter be purchased under the Option except as provided below. Notwithstanding anything contained in this Agreement, the Option shall not be exercisable after the Expiration Date.", "references": ["Further Assurances", "Effectiveness", "Assignments", "Indemnity", "Construction", "Integration", "Modifications", "Base Salary", "Warranties", "Anti-Corruption Laws", "Consents", "Tax Withholdings", "Sanctions", "Submission To Jurisdiction", "Employment", "Indemnifications", "Subsidiaries", "Effective Dates", "Expenses", "Payments", "Death", "No Conflicts", "Organizations", "Successors", "Specific Performance", "Powers", "Change In Control", "Brokers", "Interpretations", "Financial Statements", "Terminations"], "gold": ["Terminations"]}
+{"input": "The headings in this Agreement are for convenience of reference only and should not be given any effect in the interpretation of this Agreement.", "references": ["Tax Withholdings", "Disability", "Withholdings", "Employment", "Specific Performance", "Financial Statements", "Transactions With Affiliates", "Agreements", "Anti-Corruption Laws", "Brokers", "Entire Agreements", "Approvals", "Fees", "Effectiveness", "Governing Laws", "Survival", "Non-Disparagement", "No Defaults", "Binding Effects", "Authorizations", "Indemnifications", "Participations", "Disclosures", "Counterparts", "Intellectual Property", "No Conflicts", "Use Of Proceeds", "Positions", "Indemnity", "Qualifications", "Headings"], "gold": ["Headings"]}
+{"input": "Your initial base salary as Executive Chairman will be at a rate of $300,000 per year (\u201cBase Salary\u201d) commencing April 1, 2018. Your Base Salary will be payable in accordance with the Company\u2019s standard payroll schedule from time to time and subject to all tax withholdings.", "references": ["Vacations", "Defined Terms", "Terms", "Releases", "Taxes", "Agreements", "Interests", "Powers", "Enforceability", "Miscellaneous", "Disclosures", "Litigations", "Interpretations", "Disability", "Non-Disparagement", "Successors", "Financial Statements", "Submission To Jurisdiction", "Consent To Jurisdiction", "Confidentiality", "Brokers", "Waivers", "Sales", "Counterparts", "Assigns", "Entire Agreements", "Benefits", "Adjustments", "Approvals", "Change In Control", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Each of the Company and the Investor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 11 . Each of the Company and the Investor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.", "references": ["Headings", "Miscellaneous", "Employment", "Disability", "Cooperation", "Brokers", "Authorizations", "Successors", "Anti-Corruption Laws", "Benefits", "Use Of Proceeds", "Agreements", "Records", "Remedies", "Enforcements", "Definitions", "Notices", "Transactions With Affiliates", "Base Salary", "Death", "Vesting", "Change In Control", "Disclosures", "Entire Agreements", "Qualifications", "Authority", "Submission To Jurisdiction", "Amendments", "Confidentiality", "Severability", "Venues"], "gold": ["Venues"]}
+{"input": "The Borrower is solvent prior to and after giving effect to the Loans on the Closing Date and shall remain solvent during the term hereof.", "references": ["Financial Statements", "Indemnifications", "Consents", "Terms", "Titles", "Severability", "Notices", "Death", "Enforcements", "Enforceability", "Payments", "Sales", "Venues", "Terminations", "Indemnity", "Applicable Laws", "Further Assurances", "Existence", "Liens", "Assigns", "Modifications", "Change In Control", "Counterparts", "Closings", "Headings", "Non-Disparagement", "Releases", "Participations", "Authorizations", "Use Of Proceeds", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Compensation Committee of BHI\u2019s Board of Directors, with input from the Chief Executive Officer, will determine any compensation and benefits to be provided to Executive during the Employment Period by BHI or the Company in addition to the compensation and benefits set forth in this Agreement.", "references": ["Costs", "Payments", "Sales", "Venues", "Intellectual Property", "Indemnifications", "Authority", "Participations", "Vesting", "Subsidiaries", "Insurances", "Titles", "Confidentiality", "Tax Withholdings", "Further Assurances", "Successors", "Amendments", "Expenses", "Indemnity", "Litigations", "Headings", "Defined Terms", "Solvency", "Specific Performance", "Consents", "Non-Disparagement", "Definitions", "Jurisdictions", "Closings", "Qualifications", "Benefits"], "gold": ["Benefits"]}
+{"input": "You may participate in any and all of the benefit programs that the Company establishes and makes available to its employees from time to time provided you are eligible under (and subject to all provisions of) the plan documents governing these programs, including without limitation the Company\u2019s ESP. Without limiting the generality of the foregoing, you shall at all times have indemnification protection, and the benefit of liability insurance and other similar protections, on a basis no less favorable than any other officer or director of the Company.", "references": ["Successors", "Closings", "Binding Effects", "Employment", "Agreements", "Capitalization", "Costs", "Amendments", "Tax Withholdings", "Liens", "Records", "Authorizations", "Consent To Jurisdiction", "Fees", "Interpretations", "Sanctions", "Payments", "Erisa", "Brokers", "Insurances", "Death", "Approvals", "Waiver Of Jury Trials", "Severability", "Forfeitures", "Use Of Proceeds", "Publicity", "Miscellaneous", "Defined Terms", "Positions", "Benefits"], "gold": ["Benefits"]}
+{"input": "Employee acknowledges that the scope of the promises and covenants in this Release is reasonable in light of its narrow focus and the legitimate interests of the Company to be protected.\u00a0 Employee agrees that if any part of Employee\u2019s covenants or the duration thereof is deemed too restrictive by a court of competent jurisdiction, the court may alter the covenants and/or duration to make the same reasonable under the circumstances, and Employee acknowledges that Employee shall be bound thereby.\u00a0 If any promises or covenants contained in this Release are determined to be illegal, invalid or unenforceable, then, in the Company\u2019s sole discretion and to the extent permitted by law, it can decide whether to invalidate the remainder of the Release, including whether to continue to pay Employee any remaining portion of the Separation Payment or other benefits, and/or require Employee to repay any or all of the Separation Payment received.", "references": ["Intellectual Property", "Headings", "Base Salary", "Positions", "No Conflicts", "Vesting", "General", "Indemnifications", "Tax Withholdings", "Releases", "Books", "Severability", "Compliance With Laws", "Jurisdictions", "Survival", "Duties", "Fees", "Erisa", "Modifications", "Transactions With Affiliates", "Authority", "Capitalization", "Interpretations", "Costs", "Approvals", "Binding Effects", "No Waivers", "Venues", "Assigns", "Effectiveness", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The provisions of this Employment Agreement shall be construed in accordance with the internal laws of the State of Maryland.", "references": ["Tax Withholdings", "Terms", "Miscellaneous", "Fees", "Records", "Defined Terms", "Intellectual Property", "Expenses", "Venues", "Enforcements", "Capitalization", "Costs", "Remedies", "Headings", "Use Of Proceeds", "Employment", "Counterparts", "Disclosures", "Governing Laws", "Notices", "Books", "Participations", "Duties", "Vacations", "Base Salary", "Entire Agreements", "Amendments", "Publicity", "Authority", "Insurances", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "During the Term, the Executive shall be entitled to paid vacation in accordance with the Company\u2019s policies and procedures in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers.", "references": ["Financial Statements", "Submission To Jurisdiction", "Insurances", "Titles", "Integration", "Agreements", "Specific Performance", "Binding Effects", "Terms", "Defined Terms", "Litigations", "Participations", "Assigns", "Enforceability", "Waivers", "Arbitration", "No Waivers", "Withholdings", "Taxes", "Consent To Jurisdiction", "Brokers", "Compliance With Laws", "Change In Control", "Duties", "Miscellaneous", "Headings", "Records", "Assignments", "Capitalization", "No Defaults", "Vacations"], "gold": ["Vacations"]}
+{"input": "For purposes of this Section \u00a04.11 , the term \u201cLender\u201d includes any Issuing Lender and the term \u201cApplicable Law\u201d includes FATCA.", "references": ["Death", "Disclosures", "General", "Terminations", "Applicable Laws", "Enforceability", "Arbitration", "Successors", "Waivers", "Authority", "Confidentiality", "Effectiveness", "Vesting", "Base Salary", "Enforcements", "Miscellaneous", "Anti-Corruption Laws", "No Defaults", "Amendments", "Representations", "Releases", "Binding Effects", "Agreements", "Fees", "Approvals", "Books", "Taxes", "Cooperation", "Assignments", "Sales", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Notwithstanding any provision of this Warrant to the contrary, if the Holder hereunder has not exercised this Warrant with respect to the entire amount of Tranche A Warrant Shares on or before the Tranche A Termination Date, this Warrant shall, as of such Tranche A Termination Date, expire, terminate and be null and void with respect to any right to acquire shares of Common Stock hereunder.", "references": ["Miscellaneous", "Closings", "Definitions", "Employment", "Costs", "Terms", "Assignments", "Enforceability", "Litigations", "Severability", "Qualifications", "Applicable Laws", "Construction", "Assigns", "Financial Statements", "Change In Control", "Consent To Jurisdiction", "Governing Laws", "Compliance With Laws", "Notices", "Cooperation", "Further Assurances", "Publicity", "Capitalization", "Payments", "Authority", "Expenses", "Remedies", "Representations", "Warranties", "Terminations"], "gold": ["Terminations"]}
+{"input": "Each Warrant Agreement shall specify when it is exercisable. The total number of Shares subject to a Warrant may, but need not, be allotted in periodic installments (which may, but need not, be equal). A Warrant Agreement may provide that from time to time during each of such installment periods, the Warrant may become exercisable (\u201cvest\u201d)\u00a0with respect to some or all of the Shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period or any prior period as to which the Warrant shall have become vested but shall not have been fully exercised. A Warrant may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria)\u00a0as the Administrator deems appropriate.", "references": ["Use Of Proceeds", "Forfeitures", "Organizations", "Litigations", "Modifications", "Fees", "Arbitration", "Participations", "Non-Disparagement", "Terms", "Subsidiaries", "Applicable Laws", "Assigns", "Financial Statements", "Severability", "Releases", "Brokers", "Effective Dates", "Effectiveness", "Closings", "Consent To Jurisdiction", "Venues", "Base Salary", "Specific Performance", "Benefits", "Enforceability", "Tax Withholdings", "Consents", "Indemnity", "Death", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however , that either Party may, without such consent, but with notice to the other Party, assign this Agreement, in whole or in part, (i) in connection with the transfer or sale of all or substantially all of its assets or the line of business or Product to which this Agreement relates; (ii) to a successor entity or acquirer in the event of a merger, consolidation or change of control; or (iii) to any Affiliate. Any purported assignment in violation of the preceding sentence will be void. Any permitted assignee will assume the rights and obligations of its assignor under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. No transfer or assignment will relieve the transferor or assignor of any liability or obligations hereunder. BioVectra may not subcontract with any third party, including any Affiliate of BioVectra, to perform any of its obligations under this Agreement or the Quality Agreement without the prior written consent of Keryx. BioVectra will be solely responsible for the performance of any permitted subcontractor, and for costs, expenses, damages, or losses of any nature arising out of such performance as if such performance had been provided by BioVectra itself under this Agreement. BioVectra will cause any such permitted subcontractor to be bound by, and to comply with, the terms of this Agreement, as applicable, including all confidentiality, quality assurance, regulatory and other obligations and requirements of BioVectra set forth in this Agreement.", "references": ["Fees", "Integration", "Sanctions", "Terms", "Payments", "Applicable Laws", "Specific Performance", "Anti-Corruption Laws", "Subsidiaries", "Solvency", "Duties", "Further Assurances", "Headings", "Governing Laws", "Amendments", "Forfeitures", "General", "Withholdings", "Confidentiality", "Expenses", "Sales", "Enforceability", "Definitions", "Erisa", "Existence", "Warranties", "Insurances", "Agreements", "Disclosures", "Titles", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each party shall, upon the reasonable request of the other party, and, except as otherwise expressly set forth herein, at such other party\u2019s sole expense, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.", "references": ["Liens", "Subsidiaries", "Effectiveness", "Solvency", "Litigations", "Warranties", "Enforceability", "Terms", "Duties", "Counterparts", "Waiver Of Jury Trials", "Successors", "Entire Agreements", "Withholdings", "Insurances", "Specific Performance", "Expenses", "Taxes", "Use Of Proceeds", "Jurisdictions", "Applicable Laws", "Assignments", "Fees", "Erisa", "Forfeitures", "Costs", "Cooperation", "Severability", "Notices", "Capitalization", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower and its Restricted Subsidiaries have filed all Tax returns and reports required to be filed, and have paid all Taxes levied or imposed upon them or their properties, income or assets that have become due and payable, except (a)\u00a0those which are not overdue by more than thirty (30)\u00a0days or (b)\u00a0Taxes which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.", "references": ["Effective Dates", "Interpretations", "Counterparts", "Notices", "Transactions With Affiliates", "Erisa", "Base Salary", "Specific Performance", "Indemnifications", "Tax Withholdings", "Expenses", "Agreements", "Amendments", "Interests", "Positions", "Governing Laws", "Subsidiaries", "No Conflicts", "Qualifications", "Sanctions", "Consent To Jurisdiction", "Employment", "Powers", "Disclosures", "Further Assurances", "Use Of Proceeds", "Jurisdictions", "Closings", "Non-Disparagement", "Successors", "Taxes"], "gold": ["Taxes"]}
+{"input": "All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. \u00a0Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.\u00a0\u00a0The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office.\u00a0\u00a0All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.\u00a0\u00a0If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Defined Terms", "Withholdings", "Headings", "Books", "Miscellaneous", "Litigations", "Costs", "Effectiveness", "Sales", "Venues", "Payments", "Submission To Jurisdiction", "Successors", "Severability", "Indemnifications", "Participations", "Solvency", "Qualifications", "Representations", "Governing Laws", "Integration", "Entire Agreements", "Change In Control", "Modifications", "Enforceability", "Assigns", "Use Of Proceeds", "Positions", "Employment", "Effective Dates", "General"], "gold": ["General"]}
+{"input": "This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard for choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in the Commonwealth of Massachusetts.", "references": ["Liens", "Positions", "Counterparts", "Terminations", "Integration", "Submission To Jurisdiction", "Powers", "Enforcements", "Subsidiaries", "Non-Disparagement", "Anti-Corruption Laws", "Representations", "Miscellaneous", "Costs", "Solvency", "Adjustments", "Enforceability", "Disclosures", "Sanctions", "Intellectual Property", "Interpretations", "No Defaults", "Change In Control", "Transactions With Affiliates", "Effectiveness", "Taxes", "Qualifications", "Successors", "Consents", "Forfeitures", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be terminated by Purchasers purchasing a majority in interest of the Notes at the Closing as to the Purchasers\u2019 obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing has not been consummated on or before April 25, 2017; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Duties", "Authorizations", "Waivers", "Survival", "Participations", "Vesting", "No Defaults", "Counterparts", "Enforceability", "Insurances", "Miscellaneous", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Interpretations", "Amendments", "Binding Effects", "Taxes", "Cooperation", "Adjustments", "Use Of Proceeds", "Applicable Laws", "Notices", "Governing Laws", "Positions", "Interests", "Integration", "Tax Withholdings", "Forfeitures", "Publicity", "Sanctions", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any unpaid balance of the $450,000.00 loan fee shall be due and payable to the Lender upon closing of the Loan.", "references": ["Capitalization", "Disclosures", "Amendments", "Cooperation", "Indemnity", "Governing Laws", "Consent To Jurisdiction", "Participations", "Compliance With Laws", "Financial Statements", "Withholdings", "Miscellaneous", "Closings", "Severability", "Modifications", "Existence", "Effective Dates", "Positions", "Payments", "Taxes", "Use Of Proceeds", "Erisa", "Counterparts", "Venues", "Expenses", "Representations", "No Defaults", "Consents", "General", "Sales", "Fees"], "gold": ["Fees"]}
+{"input": "If a Participant suffers from a Disability, Employer may terminate such Participant\u2019s employment to the extent permitted by law and, if such Separation from Service occurs within twelve (12) months following a Change in Control, then, subject to satisfaction of the Release conditions described in Section 3(a) by Participant (or, in the event of Participant\u2019s death or incapacity, Participant\u2019s executor, representative or guardian, as applicable), Employer will provide to Participant or Participant\u2019s estate the compensation and benefits at the time and in the manner set forth in Section\u00a03(a). For the avoidance of doubt, in the event that Participant\u2019s Separation from Service due to Participant\u2019s Disability occurs at a time other than as described in the previous sentence, Participant or Participant\u2019s estate, as applicable, shall not be entitled to receive any compensation or benefits under the Plan.", "references": ["Benefits", "Authorizations", "Qualifications", "Waivers", "Representations", "Participations", "Financial Statements", "Intellectual Property", "Consents", "Assignments", "Tax Withholdings", "Miscellaneous", "Positions", "Fees", "Defined Terms", "Liens", "Applicable Laws", "Severability", "Further Assurances", "General", "Entire Agreements", "Insurances", "Disclosures", "Non-Disparagement", "Authority", "Litigations", "No Defaults", "Base Salary", "Existence", "Effective Dates", "Disability"], "gold": ["Disability"]}
+{"input": "A Participant\u2019s Deferral Account attributable to Salary Deferral Amounts, Bonus Deferral Amounts and Matching Contributions shall be one hundred percent (100%) vested at all times. A Participant\u2019s Deferral Account attributable to any Additional Contributions shall vest at such time or times as the Compensation Committee of the Board shall specify in connection with any such Additional Contributions.", "references": ["Brokers", "Forfeitures", "Confidentiality", "Withholdings", "Taxes", "Death", "Representations", "Venues", "Amendments", "Applicable Laws", "Employment", "Sanctions", "Qualifications", "Insurances", "Miscellaneous", "Positions", "Severability", "Litigations", "Non-Disparagement", "Releases", "Modifications", "Compliance With Laws", "Remedies", "Duties", "Anti-Corruption Laws", "Waiver Of Jury Trials", "No Conflicts", "Interpretations", "Base Salary", "Consents", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement embodies the entire agreement and understanding between the parties with respect to the Company\u2019s obligations to Employee in the event of termination.", "references": ["Death", "Effective Dates", "Severability", "Specific Performance", "Successors", "Powers", "Sanctions", "Indemnity", "Governing Laws", "Compliance With Laws", "Construction", "Duties", "Tax Withholdings", "Representations", "Effectiveness", "Non-Disparagement", "Withholdings", "Use Of Proceeds", "Insurances", "Notices", "Indemnifications", "Assignments", "Adjustments", "Financial Statements", "Interpretations", "Assigns", "Approvals", "Amendments", "Survival", "Taxes", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Option is documented by the records of the Committee or its delegate, which records shall be the final determinant of the number of Shares granted subject to the Option and the conditions of this Agreement. The Committee may amend or modify this Option in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Option, provided that no such amendment or modification shall materially diminish the Optionee\u2019s rights under this Agreement without his or her consent. Notwithstanding anything in this Agreement or the Plan to the contrary, this Option may be amended by the Company without the Optionee\u2019s consent, including, but not limited to, modifications to any of the rights granted to the Optionee under this Agreement, at such time and in such manner as the Company may consider necessary or desirable to reflect changes in law (including for regulatory, legal and Company requirements relating to \u201cexecutive compensation clawbacks\u201d). Except as in accordance with the two immediately preceding sentences and Section 14(b), this Agreement may be amended, modified or supplemented only by an instrument in writing signed (electronically or manually) by both parties hereto.", "references": ["Remedies", "Fees", "Binding Effects", "Employment", "Closings", "Use Of Proceeds", "Modifications", "Consent To Jurisdiction", "Counterparts", "Specific Performance", "Governing Laws", "Assignments", "Transactions With Affiliates", "Erisa", "Qualifications", "Notices", "Powers", "Effectiveness", "Disability", "Litigations", "Successors", "Sanctions", "Terminations", "Capitalization", "Cooperation", "Terms", "Duties", "Entire Agreements", "Interpretations", "Consents", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Borrowers shall be liable for and shall timely pay all out-of-pocket costs and expenses (including reasonable attorneys\u2019 fees and expenses of counsel for the Administrative Agent, and of other special and local counsel and other experts, if any, engaged by the Administrative Agent) from time to time incurred by the Administrative Agent or the Lead Arranger in connection with (i) the syndication of the Loan or (ii) the drafting of, administration of, preservation of rights in and enforcement of this Agreement, the other Loan Documents and the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Borrowers shall be liable for all of the Administrative Agent\u2019s out-of-pocket costs and expenses (including reasonable attorneys\u2019 fees and expenses of counsel for the Administrative Agent) associated with any and all amendments, waivers or consents prepared, negotiated, executed, issued or delivered in connection with this Agreement. Notwithstanding any judgment rendered by a court of competent jurisdiction related to the Loans, this section shall not be merged into such judgment, but shall survive the same and shall be binding and conclusive on the parties for all time. Post-judgment attorneys\u2019 fees and costs incurred related to the enforcement of such judgment related to this Agreement or any other Loan Document shall be recoverable hereunder in the same or separate actions.", "references": ["Counterparts", "Sanctions", "Effectiveness", "Consents", "Publicity", "Further Assurances", "Submission To Jurisdiction", "Benefits", "Compliance With Laws", "Brokers", "Payments", "Integration", "Headings", "Modifications", "Participations", "Disability", "Erisa", "Use Of Proceeds", "Qualifications", "Base Salary", "Enforceability", "Consent To Jurisdiction", "Terminations", "Successors", "Amendments", "Severability", "Powers", "Enforcements", "Agreements", "Vesting", "Expenses"], "gold": ["Expenses"]}
+{"input": "If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.", "references": ["Erisa", "Adjustments", "Waiver Of Jury Trials", "Intellectual Property", "Forfeitures", "Death", "Sanctions", "Definitions", "Releases", "Fees", "Base Salary", "Indemnifications", "Binding Effects", "Duties", "Venues", "Survival", "Effective Dates", "Terms", "Participations", "Enforcements", "Miscellaneous", "Taxes", "Jurisdictions", "Books", "Solvency", "Cooperation", "Consents", "Effectiveness", "Terminations", "Approvals", "Severability"], "gold": ["Severability"]}
+{"input": "EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY\u00a0HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.", "references": ["Consents", "Releases", "Anti-Corruption Laws", "Existence", "Change In Control", "Books", "Tax Withholdings", "Disability", "Sales", "Approvals", "Enforcements", "Financial Statements", "Modifications", "Indemnity", "Amendments", "Indemnifications", "No Conflicts", "Survival", "Jurisdictions", "Arbitration", "No Waivers", "Authorizations", "Terminations", "Publicity", "Brokers", "Vacations", "Costs", "Closings", "Non-Disparagement", "Erisa", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Greenbrier Party has full power and authority to execute and deliver this Agreement and the Transaction Documents and to consummate the Unwind Transactions and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Documents by each Greenbrier Party and the consummation of the Unwind Transactions have been duly authorized by all requisite action on the part of such Greenbrier Party.", "references": ["Expenses", "Remedies", "No Defaults", "Adjustments", "Organizations", "Indemnity", "Capitalization", "Counterparts", "Notices", "Positions", "Definitions", "No Conflicts", "Non-Disparagement", "Anti-Corruption Laws", "Publicity", "Fees", "Modifications", "Construction", "Consents", "Venues", "Powers", "Enforceability", "Miscellaneous", "Withholdings", "Effective Dates", "Solvency", "Taxes", "Severability", "Death", "Use Of Proceeds", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "(a) Each Guarantor agrees to (i)\u00a0pay or reimburse each Guaranteed Party for all its costs and expenses incurred under this Agreement and (ii)\u00a0to indemnify the Guaranteed Parties, in each case solely to the extent such Guarantor is obligated to do so pursuant to Section\u00a09.05 of the Credit Agreement or to the extent that the Borrower is obligated to do so pursuant to Section\u00a09.05 of the Credit Agreement and the Borrower fails to do so.", "references": ["Construction", "Financial Statements", "Base Salary", "Duties", "Effectiveness", "Definitions", "Miscellaneous", "Withholdings", "Titles", "Interests", "Amendments", "General", "Payments", "Forfeitures", "Qualifications", "Solvency", "Transactions With Affiliates", "Non-Disparagement", "Adjustments", "Fees", "Tax Withholdings", "Anti-Corruption Laws", "Warranties", "Records", "Powers", "Brokers", "Confidentiality", "Sanctions", "Subsidiaries", "Expenses", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably requested by the other party to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.", "references": ["Effectiveness", "Publicity", "Books", "Duties", "Closings", "Erisa", "Indemnifications", "Insurances", "Miscellaneous", "Sanctions", "Waivers", "Counterparts", "Remedies", "Brokers", "Specific Performance", "Expenses", "Death", "Anti-Corruption Laws", "Base Salary", "Compliance With Laws", "Vacations", "Authority", "Benefits", "Participations", "Positions", "Assignments", "Consent To Jurisdiction", "Subsidiaries", "Titles", "Venues", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "THIS MODIFICATION HAS BEEN EXECUTED OR COMPLETED AND/OR IS TO BE PERFORMED IN NEW YORK, AND IT AND ALL TRANSACTIONS HEREUNDER OR PURSUANT HERETO SHALL BE GOVERNED AS TO INTERPRETATION, VALIDITY, EFFECT, RIGHTS, DUTIES AND REMEDIES OF THE PARTIES HEREUNDER AND IN ALL RESPECTS BY THE LAWS OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW.", "references": ["Terminations", "Terms", "Representations", "Costs", "Vacations", "Arbitration", "Warranties", "General", "Taxes", "Positions", "Submission To Jurisdiction", "Assigns", "Approvals", "Closings", "Survival", "Benefits", "Capitalization", "Jurisdictions", "Vesting", "Integration", "Waivers", "Publicity", "Adjustments", "No Waivers", "Authority", "Erisa", "Counterparts", "Modifications", "Intellectual Property", "Effectiveness", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall terminate upon the date on which the Boyalife Ownership Percentage first falls below twenty percent (20%).", "references": ["Participations", "Disclosures", "Transactions With Affiliates", "Fees", "Insurances", "No Waivers", "Cooperation", "Survival", "Miscellaneous", "Financial Statements", "Waiver Of Jury Trials", "Effectiveness", "Terms", "Authority", "Payments", "No Conflicts", "Headings", "Applicable Laws", "Tax Withholdings", "Enforceability", "Solvency", "Authorizations", "Integration", "Venues", "Definitions", "Indemnity", "Vesting", "Capitalization", "Use Of Proceeds", "Assigns", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Supplement shall in all respects be governed by the law of the State of New York.", "references": ["Titles", "Change In Control", "Waiver Of Jury Trials", "Counterparts", "Submission To Jurisdiction", "Expenses", "Authority", "Brokers", "Arbitration", "Integration", "Existence", "Use Of Proceeds", "Subsidiaries", "Warranties", "Organizations", "Benefits", "General", "Effectiveness", "Publicity", "Specific Performance", "Modifications", "Non-Disparagement", "Construction", "Jurisdictions", "Solvency", "Books", "Records", "Venues", "Anti-Corruption Laws", "Disclosures", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Capitalized terms in this Amendment but not otherwise defined in this Amendment shall have the meanings set forth in the Share Purchase Agreement.", "references": ["Severability", "Construction", "Specific Performance", "Cooperation", "Organizations", "Successors", "Intellectual Property", "Subsidiaries", "Submission To Jurisdiction", "Disability", "Modifications", "Erisa", "Duties", "Capitalization", "Solvency", "Counterparts", "Defined Terms", "Headings", "Governing Laws", "Integration", "Effective Dates", "Amendments", "Qualifications", "Assignments", "Base Salary", "Notices", "No Waivers", "Anti-Corruption Laws", "Miscellaneous", "Transactions With Affiliates", "Definitions"], "gold": ["Definitions"]}
+{"input": "Except for disputes arising under Section 5 of this Agreement (including, without limitation, any claim for injunctive relief), any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the Parties are unable to resolve by mutual agreement, shall be settled by submission by either Executive or the Company of the controversy, claim or dispute to binding arbitration in San Juan, Puerto Rico (unless the Parties agree in writing to a different location), before a single arbitrator in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. In any such arbitration proceeding the Parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be accompanied by a reasoned opinion, and shall be final, binding and conclusive on all Parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. The Company will bear the totality of the arbitrator\u2019s and administrative fees and costs. Each party shall bear its or his litigation costs and expenses (including, without limitation, legal counsel fees and expenses); provided , however , that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorneys\u2019 fees and costs. Upon the request of either of the Parties, at any time prior to the beginning of the arbitration hearing the Parties may attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association. The Company will bear the totality of the mediator\u2019s and administrative fees and costs. In any arbitration, neither of the Parties will be entitled to present, maintain or participate in a class, collective or representative complaint, and the arbitrator will have no authority over any of said claims or actions. This covenant to arbitrate shall not govern claims regarding workers\u2019 compensation under the State Insurance Fund, state insurance for temporary disability or unemployment insurance benefits.", "references": ["Agreements", "Anti-Corruption Laws", "Intellectual Property", "Cooperation", "Enforceability", "Qualifications", "Integration", "Jurisdictions", "Effective Dates", "Withholdings", "Terms", "Headings", "Severability", "Construction", "Authorizations", "Assigns", "Releases", "Effectiveness", "Benefits", "Sales", "Terminations", "Disclosures", "Non-Disparagement", "Modifications", "Amendments", "Expenses", "Capitalization", "Confidentiality", "Waiver Of Jury Trials", "Miscellaneous", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Company may in its sole discretion assign or delegate its rights or obligations under this Agreement to any Company Affiliate or to any successor entity of the Company or such Company Affiliate. Employee\u2019s continued employment with any Company Affiliate shall constitute continued employment with the Company for purposes of Section 2 of this Agreement. Employee acknowledges that the services to be rendered by Employee are unique and personal. Accordingly, Employee may not assign or delegate any of Employee\u2019s rights or obligations under this Agreement.", "references": ["Warranties", "Use Of Proceeds", "Brokers", "Vesting", "Costs", "Integration", "Forfeitures", "Fees", "No Waivers", "Erisa", "Terms", "Compliance With Laws", "Employment", "Definitions", "Remedies", "Approvals", "Participations", "Powers", "Financial Statements", "Anti-Corruption Laws", "Jurisdictions", "Existence", "Consent To Jurisdiction", "Qualifications", "Liens", "No Defaults", "Venues", "Duties", "Specific Performance", "Arbitration", "Successors"], "gold": ["Successors"]}
+{"input": "Borrower shall promptly (1)\u00a0cure any defects in the execution and delivery of the Loan Documents, (2)\u00a0provide, and cause each Borrower Party to provide, Lender such additional information and documentation on Borrower's and each Borrower Party's legal or beneficial ownership, policies, procedures and sources of funds as Lender deems necessary or prudent to enable Lender to comply with Anti\u2011Money Laundering Laws as now in existence or hereafter amended, and (3)\u00a0execute and deliver, or cause to be executed and delivered, all such other documents, agreements and instruments as Lender may reasonably request to further evidence and more fully describe the collateral for the Loan, to correct any omissions in the Loan Documents, to perfect, protect or preserve any Liens created under any of the Loan Documents, or to make any recordings, file any notices, or obtain any consents, as may be necessary or appropriate in connection therewith. Borrower shall preserve and protect the first lien and security interest status of the Security Instrument and the other Loan Documents. If any Lien other than the Permitted Encumbrances is asserted against the Project, Borrower shall promptly, and at its expense, (a)\u00a0give Lender a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b)\u00a0pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in the same manner that Mechanic's Liens may be contested under Section\u00a06.10 . From time to time, but not more often than annually or at any time while an Event of Default exists, upon the written request of Lender, Borrower shall deliver to Lender a schedule of the name, legal domicile address and jurisdiction of organization, if applicable, for each Borrower Party.", "references": ["Jurisdictions", "Employment", "Warranties", "No Conflicts", "Counterparts", "No Waivers", "Indemnifications", "Base Salary", "Notices", "Headings", "Sanctions", "Death", "Participations", "Withholdings", "Construction", "Litigations", "Amendments", "No Defaults", "Forfeitures", "Use Of Proceeds", "Adjustments", "Closings", "Consents", "Cooperation", "Arbitration", "Governing Laws", "Waiver Of Jury Trials", "Costs", "Fees", "Non-Disparagement", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "TO THE EXTENT APPLICABLE, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.", "references": ["Submission To Jurisdiction", "Governing Laws", "Financial Statements", "Effective Dates", "Expenses", "Definitions", "Further Assurances", "Sales", "Non-Disparagement", "Insurances", "Disclosures", "Interpretations", "Cooperation", "Remedies", "Approvals", "Publicity", "Defined Terms", "Terminations", "Participations", "Notices", "Consents", "Disability", "Enforcements", "Effectiveness", "No Defaults", "Modifications", "Successors", "Releases", "Binding Effects", "Applicable Laws", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of Nevada without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to, arising out of or under this Agreement, shall be brought solely and exclusively in a federal or state court located in Los Angeles County, California. By its execution hereof, the parties hereby expressly covenant and irrevocably submit to the in personal jurisdiction of the federal and state courts located in Los Angeles County, California and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in Los Angeles County, California. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personal jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements in an amount judicially determined.", "references": ["Payments", "Interpretations", "Adjustments", "Withholdings", "Publicity", "Positions", "Existence", "Sales", "No Waivers", "Jurisdictions", "Employment", "Terms", "Vesting", "Miscellaneous", "Assignments", "Titles", "Fees", "Waiver Of Jury Trials", "Subsidiaries", "Venues", "Liens", "Litigations", "Submission To Jurisdiction", "Vacations", "Duties", "Disability", "Erisa", "Intellectual Property", "Cooperation", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No failure or delay by the Administrative Agent or any other Guaranteed Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.\u00a0 The rights and remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement evidencing Swap Obligations, any Banking Services Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.", "references": ["Vesting", "Confidentiality", "Further Assurances", "Existence", "Sales", "Closings", "Records", "Organizations", "Litigations", "Death", "Cooperation", "Financial Statements", "Liens", "Amendments", "Successors", "Solvency", "No Defaults", "Compliance With Laws", "Brokers", "Expenses", "Erisa", "Jurisdictions", "Change In Control", "Assignments", "Withholdings", "Forfeitures", "General", "Powers", "Notices", "Transactions With Affiliates", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The closing of the sale of the AGM Interest to Snake River pursuant to the terms of this Agreement (the \" Closing \") shall occur on August 31, 2018, or such other date as shall be agreed upon by Snake River and ASC, at the corporate offices of Snake River or such other place as shall be agreed upon by Snake River and ASC.\u00a0\u00a0 At the Closing, Snake River shall pay to ASC the Cash Consideration in immediately available funds by wire transfer to an account or accounts that have been designated by ASC to Snake River at least two business days prior to the Closing.\u00a0 In addition, at the Closing, and upon the receipt by ASC of the Cash Consideration, the Notes shall be deemed paid in full, in full and complete satisfaction of all of Valhi's obligations under the Notes, and Valhi shall have no further obligation to Snake River under the Notes.", "references": ["Publicity", "Powers", "Entire Agreements", "Waivers", "Participations", "Death", "Withholdings", "Further Assurances", "Payments", "Erisa", "Construction", "Consents", "Venues", "Solvency", "Financial Statements", "Integration", "Duties", "Agreements", "Notices", "Insurances", "No Conflicts", "Interpretations", "Jurisdictions", "Specific Performance", "Use Of Proceeds", "Interests", "Records", "Successors", "Taxes", "Effectiveness", "Closings"], "gold": ["Closings"]}
+{"input": "The Executive shall be entitled to periods of vacation not less than those to which the Executive was entitled immediately prior to the Operative Date.", "references": ["Disability", "Consent To Jurisdiction", "Authorizations", "Subsidiaries", "Specific Performance", "Insurances", "Organizations", "Erisa", "Non-Disparagement", "Miscellaneous", "Approvals", "Titles", "Publicity", "Intellectual Property", "Interpretations", "Further Assurances", "Enforceability", "Successors", "Forfeitures", "Waiver Of Jury Trials", "Solvency", "Consents", "Employment", "Tax Withholdings", "Defined Terms", "Definitions", "Waivers", "Transactions With Affiliates", "Anti-Corruption Laws", "Existence", "Vacations"], "gold": ["Vacations"]}
+{"input": "The Company has not put a third party on notice of actual or potential infringement of any of the IP Assets or considered enforcement action(s) with respect to any of the IP Assets.", "references": ["Qualifications", "Notices", "No Conflicts", "Closings", "Forfeitures", "Assignments", "No Defaults", "Remedies", "Consent To Jurisdiction", "Confidentiality", "Modifications", "Governing Laws", "Anti-Corruption Laws", "Waiver Of Jury Trials", "No Waivers", "Consents", "Applicable Laws", "Death", "Disability", "Non-Disparagement", "Costs", "Indemnifications", "Binding Effects", "Withholdings", "Terms", "Headings", "Warranties", "Amendments", "Adjustments", "Solvency", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "All notices required or permitted by this Lease shall be in writing , and shall be deemed sufficiently given if served in a manner specified in this Paragraph\u00a023.\u00a0\u00a0If notice is received on a Saturday or a Sunday or a legal holiday, it shall be deemed received on the next business day. The addresses noted adjacent to a Party\u2019s signature on this Lease shall be that Party\u2019s address for delivery or mailing of notice purposes.\u00a0\u00a0Either Party may by written notice to the other specify a different address for notice purposes, except that upon Lessee\u2019s taking possession of the Premises, the Premises shall constitute Lessee\u2019s address for the purpose of mailing or delivering notices to Lessee.\u00a0\u00a0A copy of all notices required or permitted to be given to Lessor hereunder shall be concurrently transmitted to such Party or Parties at such addresses as Lessor may from time to time hereafter designate by written notice to Lessee.", "references": ["Authority", "Enforcements", "Solvency", "Survival", "Consent To Jurisdiction", "Specific Performance", "Agreements", "Authorizations", "No Defaults", "Jurisdictions", "Financial Statements", "Disclosures", "Entire Agreements", "Subsidiaries", "Capitalization", "Organizations", "Duties", "Expenses", "Change In Control", "Existence", "Applicable Laws", "Employment", "Integration", "Arbitration", "Sanctions", "Vacations", "No Conflicts", "Erisa", "Intellectual Property", "Representations", "Notices"], "gold": ["Notices"]}
+{"input": "The Company may withhold from any amounts payable under this Plan such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.", "references": ["Confidentiality", "No Conflicts", "Consents", "Publicity", "Entire Agreements", "Terms", "Construction", "Modifications", "Powers", "Interpretations", "Enforcements", "Disability", "Death", "Headings", "Records", "Organizations", "Definitions", "Applicable Laws", "Qualifications", "Cooperation", "Amendments", "Severability", "Closings", "Terminations", "Authority", "Warranties", "No Waivers", "Binding Effects", "Approvals", "Interests", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The headings of the various subsections hereof are for convenience of reference only and shall in no way modify or affect any of the terms or provisions hereof. Where the context herein requires, the singular number shall include the plural, and any gender shall include any other gender.", "references": ["Severability", "Consents", "Disclosures", "Integration", "Agreements", "Disability", "Brokers", "Transactions With Affiliates", "Base Salary", "Benefits", "Interests", "Litigations", "Assignments", "Qualifications", "Forfeitures", "Books", "Expenses", "Notices", "Confidentiality", "Modifications", "Taxes", "Employment", "Cooperation", "Solvency", "Fees", "Indemnifications", "Vesting", "Withholdings", "Venues", "Vacations", "Headings"], "gold": ["Headings"]}
+{"input": "Landlord and Tenant each hereby represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Amendment, other than CBRE, Inc. (Jon Moeller and Payam Tabar) (\u201c Landlord\u2019s Broker \u201d), representing Landlord, and CBRE, Inc. (Richard Friday) (\u201c Tenant\u2019s Broker ,\u201d and, together with Landlord\u2019s Broker, collectively, the \u201c Brokers \u201d), representing Tenant, and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Amendment. Landlord shall be solely responsible for paying any commission owed to the Brokers in connection with this Amendment pursuant to the terms and conditions set forth in a separate written agreement. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys\u2019 fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any breach of the foregoing representation and warranty by the indemnifying party in connection with this Amendment. The provisions of this Section\u00a09 shall survive the expiration or earlier termination of the Lease.", "references": ["Books", "No Waivers", "Non-Disparagement", "Authority", "Construction", "Existence", "Notices", "Releases", "Confidentiality", "Death", "Effective Dates", "Sales", "Miscellaneous", "Transactions With Affiliates", "Enforceability", "Publicity", "Change In Control", "Waivers", "Counterparts", "Fees", "Payments", "Positions", "Enforcements", "Arbitration", "Solvency", "Tax Withholdings", "Severability", "Adjustments", "Approvals", "Financial Statements", "Brokers"], "gold": ["Brokers"]}
+{"input": "The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of a cash payment from a person receiving Shares under the Plan, the Committee may permit the individual to cover all or any part of the required tax withholdings (but not to exceed the minimum statutory amount required to be withheld if such limitation is necessary to avoid an adverse accounting impact) by authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the Participant, or by delivering to the Company Shares already owned by the Participant, with the Shares so withheld or delivered having a Fair Market Value on the date the taxes are required to be withheld equal to the amount of taxes to be withheld.", "references": ["Waiver Of Jury Trials", "Enforcements", "Severability", "Enforceability", "Taxes", "Releases", "Sanctions", "Notices", "Definitions", "Intellectual Property", "Closings", "Vesting", "Applicable Laws", "Arbitration", "Anti-Corruption Laws", "Organizations", "No Defaults", "Insurances", "Further Assurances", "Entire Agreements", "Consents", "No Waivers", "Positions", "General", "Assigns", "Agreements", "Withholdings", "Solvency", "Existence", "Binding Effects", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "All representations and warranties contained herein or made in writing by or on behalf of each Guarantor in connection herewith shall survive the execution and delivery of this Guaranty, the transfer by any Holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of Prudential, any Holder or any Transferee. Subject to the immediately preceding sentence, this Guaranty and the other Transaction Documents embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the subject matter hereof.", "references": ["Counterparts", "Existence", "Severability", "Fees", "Warranties", "Interpretations", "Records", "Representations", "Forfeitures", "Payments", "Indemnifications", "Disclosures", "Assignments", "No Defaults", "Sanctions", "Publicity", "Consents", "Survival", "Jurisdictions", "Specific Performance", "No Conflicts", "Defined Terms", "Taxes", "Titles", "Capitalization", "Powers", "Positions", "Assigns", "Approvals", "Qualifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "No modification, waiver or amendment of this Fourth Amendment Work Letter or of any of its conditions or provisions shall be binding upon Landlord or Tenant unless in writing signed by Landlord and Tenant.", "references": ["Payments", "Consents", "Solvency", "Adjustments", "Disclosures", "Subsidiaries", "No Conflicts", "Benefits", "Capitalization", "Cooperation", "Intellectual Property", "Waivers", "Publicity", "Death", "Agreements", "Effective Dates", "Effectiveness", "Anti-Corruption Laws", "Compliance With Laws", "Governing Laws", "Waiver Of Jury Trials", "Employment", "Counterparts", "Tax Withholdings", "Closings", "Brokers", "Liens", "Indemnity", "General", "Severability", "Modifications"], "gold": ["Modifications"]}
+{"input": "Keep its insurable properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it; and maintain such other insurance as may be required by law.", "references": ["Intellectual Property", "Disclosures", "Terminations", "No Waivers", "Authority", "Severability", "Vesting", "Enforcements", "Warranties", "Consent To Jurisdiction", "Arbitration", "Assignments", "Binding Effects", "Powers", "General", "Entire Agreements", "Organizations", "Remedies", "Sales", "Tax Withholdings", "Expenses", "Vacations", "Liens", "Forfeitures", "Enforceability", "Indemnifications", "Construction", "Publicity", "Representations", "Further Assurances", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.", "references": ["Titles", "Notices", "Confidentiality", "Anti-Corruption Laws", "Death", "Consent To Jurisdiction", "Subsidiaries", "Remedies", "Existence", "Payments", "Use Of Proceeds", "Organizations", "Survival", "Qualifications", "Applicable Laws", "Entire Agreements", "Forfeitures", "Vesting", "Venues", "Disclosures", "Further Assurances", "No Conflicts", "Authorizations", "Miscellaneous", "Expenses", "Assigns", "Liens", "Withholdings", "Enforcements", "Waiver Of Jury Trials", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Expiration or other termination of this Agreement or of any Services or group of Services provided hereunder shall not: (i)\u00a0relieve the Parties of any liability or obligation which accrued hereunder prior to the effective date of such termination; (ii)\u00a0preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement prior to the effective date of such termination; or (iii)\u00a0prejudice either Party\u2019s right to obtain performance of any obligation that accrued hereunder prior to the effective date of such termination or that, by the terms of this Agreement, survives such termination.", "references": ["Titles", "Positions", "Taxes", "Tax Withholdings", "Interests", "Venues", "Enforceability", "Costs", "Authorizations", "Confidentiality", "No Defaults", "Submission To Jurisdiction", "Governing Laws", "Waivers", "Defined Terms", "Terminations", "Indemnifications", "Applicable Laws", "Brokers", "Severability", "Powers", "Jurisdictions", "Death", "Disability", "Effective Dates", "Vacations", "Anti-Corruption Laws", "Arbitration", "Financial Statements", "Closings", "General"], "gold": ["General"]}
+{"input": "This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in that state without giving effect to the principles of conflicts of laws.", "references": ["Interpretations", "Organizations", "Authorizations", "Confidentiality", "Warranties", "Expenses", "Agreements", "Jurisdictions", "Solvency", "No Conflicts", "Sales", "Definitions", "Taxes", "Assignments", "Waiver Of Jury Trials", "Death", "Disability", "Costs", "Authority", "Titles", "Representations", "Financial Statements", "Venues", "Non-Disparagement", "Terminations", "Change In Control", "Closings", "Amendments", "Powers", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All covenants, agreements, representations and warranties made in this Subordination Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Subordination Agreement, and shall continue in full force and effect until the Discharge of Senior Indebtedness has occurred.", "references": ["Anti-Corruption Laws", "Qualifications", "Governing Laws", "Change In Control", "Withholdings", "Liens", "No Conflicts", "Terms", "Warranties", "Interpretations", "Organizations", "Successors", "No Waivers", "Brokers", "Enforcements", "Amendments", "Severability", "Death", "Assignments", "Interests", "Insurances", "Defined Terms", "Applicable Laws", "Participations", "Non-Disparagement", "Titles", "Waivers", "Financial Statements", "Entire Agreements", "Agreements", "Survival"], "gold": ["Survival"]}
+{"input": "The Board may suspend or terminate the Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board may deem advisable; provided , however , that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Bonus Units granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant.", "references": ["Jurisdictions", "Indemnity", "Approvals", "Positions", "Adjustments", "Employment", "Counterparts", "Powers", "Taxes", "Enforcements", "Submission To Jurisdiction", "Effective Dates", "Waivers", "Sanctions", "Existence", "Capitalization", "Agreements", "Assigns", "Construction", "Qualifications", "Enforceability", "Modifications", "Governing Laws", "Consent To Jurisdiction", "Authority", "Authorizations", "Compliance With Laws", "Base Salary", "Books", "Interests", "Amendments"], "gold": ["Amendments"]}
+{"input": "At the time of grant of Other Stock-Based Awards, the Committee will determine the factors which will govern the amount of an Other Stock-Based Award and the form in which it is denominated, which may include Units, including at the discretion of the Committee any Performance Goals or other criteria that must be satisfied as a condition of vesting or payment.\u00a0 The Committee may provide for an alternative specified amount, percentage or multiple under specified conditions.\u00a0 The Committee may require that Other Stock-Based Awards that are denominated in Units be subject to restrictions imposed by the operating agreement of the Partnership that are not inconsistent with the Plan.", "references": ["Publicity", "Subsidiaries", "Enforcements", "Governing Laws", "Interests", "Miscellaneous", "Brokers", "Organizations", "Indemnity", "Capitalization", "Cooperation", "Assignments", "Remedies", "General", "Construction", "Costs", "Enforceability", "Adjustments", "Taxes", "Entire Agreements", "Tax Withholdings", "Effectiveness", "Fees", "Integration", "Authorizations", "Definitions", "Erisa", "Duties", "Agreements", "Compliance With Laws", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement shall be automatically terminated and of no further force and effect without any further action by any party hereto immediately upon termination of the Contribution Agreement pursuant to and in accordance with Article VII thereof.", "references": ["Severability", "Costs", "Liens", "Transactions With Affiliates", "Existence", "Modifications", "Sales", "Interests", "Disability", "Sanctions", "Specific Performance", "Effective Dates", "Disclosures", "Further Assurances", "Waiver Of Jury Trials", "Change In Control", "Payments", "Death", "Base Salary", "Counterparts", "Books", "Remedies", "Adjustments", "Amendments", "Releases", "Indemnity", "Effectiveness", "Fees", "Arbitration", "Definitions", "Terminations"], "gold": ["Terminations"]}
+{"input": "The annual Consolidated financial statements of the Borrower and its Subsidiaries dated April\u00a030, 2018 and all interim financial statements delivered to the Administrative Agent since said date, true copies of which have been delivered by the Borrower to the Administrative Agent prior to the Closing Date, (a)\u00a0are complete and correct and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates and for the periods to which they relate, (b)\u00a0disclose all liabilities of the Borrower and its Subsidiaries that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent as of the dates and for the periods to which they relate, and (c)\u00a0have been prepared in accordance with GAAP consistently applied subject (other than with respect to audited annual financial statements) to year-end audit adjustments and the absence of footnotes. Since April\u00a030, 2018 no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.", "references": ["Releases", "Costs", "Tax Withholdings", "Authority", "Approvals", "Applicable Laws", "Indemnifications", "Indemnity", "Construction", "Brokers", "Waiver Of Jury Trials", "Authorizations", "Confidentiality", "Compliance With Laws", "Litigations", "Successors", "No Conflicts", "Consents", "Entire Agreements", "Payments", "Participations", "Transactions With Affiliates", "Vacations", "Interpretations", "Solvency", "Consent To Jurisdiction", "Publicity", "Representations", "Records", "Duties", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and postage prepaid, addressed to the Company at 7102 Commerce Way, Brentwood, Tennessee 37027, Attn: Chief Financial Officer, to Executive at her then-existing payroll address, or to such other address as the party to whom notice is to be given may have furnished to the other in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received: (a) if by personal delivery or nationally-recognized overnight courier, on the date of such delivery and (b) if by registered or certified mail, on the third postal service day following the date postmarked.", "references": ["Assigns", "Publicity", "Counterparts", "Death", "Submission To Jurisdiction", "Venues", "Subsidiaries", "Warranties", "Effective Dates", "Cooperation", "Employment", "Indemnity", "Forfeitures", "Authority", "Disclosures", "Waivers", "Sanctions", "Severability", "General", "No Waivers", "Modifications", "Duties", "Powers", "Solvency", "Organizations", "Authorizations", "Interests", "Survival", "Intellectual Property", "Arbitration", "Notices"], "gold": ["Notices"]}
+{"input": "No Transaction Document or provision thereof may be waived, amended or modified except, in the case of this Agreement, by an agreement or agreements in writing executed by Product Sub and the Investor or, in the case of any other Transaction Document, by an agreement or agreements in writing entered into by the parties thereto with the prior written consent of the Investor.", "references": ["Applicable Laws", "No Defaults", "Severability", "Taxes", "Books", "Interests", "Authorizations", "Successors", "Titles", "Cooperation", "Costs", "Publicity", "Participations", "Positions", "Non-Disparagement", "Enforceability", "Survival", "Capitalization", "Specific Performance", "Qualifications", "Use Of Proceeds", "Sanctions", "Further Assurances", "Miscellaneous", "Notices", "Consent To Jurisdiction", "Counterparts", "Base Salary", "Vacations", "Erisa", "Modifications"], "gold": ["Modifications"]}
+{"input": "This Agreement and the security interest created hereby shall terminate on the date on which the Security Agent shall have given the Deposit Account Bank written notice that this Agreement shall have terminated.", "references": ["Erisa", "Organizations", "Releases", "Consents", "Disability", "Effective Dates", "Books", "Waiver Of Jury Trials", "Counterparts", "Change In Control", "Participations", "General", "Binding Effects", "Death", "Remedies", "Non-Disparagement", "Waivers", "Costs", "Authority", "Records", "Benefits", "Governing Laws", "Notices", "Successors", "Cooperation", "Forfeitures", "Authorizations", "No Waivers", "Closings", "Assigns", "Terminations"], "gold": ["Terminations"]}
+{"input": "After giving effect to the consummation of the transactions contemplated by the Transaction Documents, Company has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage and is solvent and able to pay its debts as they mature. No transfer of Property or assets is being made and no indebtedness is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Company or any Subsidiary.", "references": ["Waivers", "Counterparts", "Notices", "Positions", "Brokers", "Governing Laws", "Participations", "Withholdings", "Releases", "Disability", "Jurisdictions", "Agreements", "Sales", "Disclosures", "Representations", "Applicable Laws", "Approvals", "Powers", "Change In Control", "Confidentiality", "General", "Organizations", "Effectiveness", "Interpretations", "Death", "Publicity", "Benefits", "Litigations", "Indemnity", "Sanctions", "Solvency"], "gold": ["Solvency"]}
+{"input": "If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, the remaining provisions of this Agreement shall remain in full force and effect; provided that the essential terms and conditions of this Agreement for all parties remain valid, binding and enforceable. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.", "references": ["Closings", "Construction", "Binding Effects", "Effectiveness", "No Conflicts", "Defined Terms", "Liens", "Interests", "Benefits", "Assignments", "Authority", "Disclosures", "Enforcements", "Vacations", "Existence", "Assigns", "Representations", "Submission To Jurisdiction", "Arbitration", "Use Of Proceeds", "Capitalization", "Costs", "Non-Disparagement", "Withholdings", "Fees", "Positions", "Agreements", "Payments", "Governing Laws", "General", "Severability"], "gold": ["Severability"]}
+{"input": "No Seller Party shall enter into such transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate unless such transaction is (a)\u00a0not otherwise prohibited in this Agreement, (b)\u00a0in the ordinary course of a Seller Party\u2019s business and (c)\u00a0upon fair and reasonable terms no less favorable to such Seller Party, as the case may be, than it would obtain in a comparable arm\u2019s length transaction with a Person which is not an Affiliate.", "references": ["Modifications", "Sales", "Vesting", "Venues", "Survival", "Consents", "Titles", "Integration", "Benefits", "Financial Statements", "Applicable Laws", "Base Salary", "Arbitration", "Effective Dates", "Sanctions", "Use Of Proceeds", "Approvals", "Liens", "Assignments", "Capitalization", "Disability", "Books", "Waivers", "Intellectual Property", "Disclosures", "Assigns", "Waiver Of Jury Trials", "Death", "Further Assurances", "Cooperation", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Executive\u2019s initial annual base salary shall be $415,000. The Executive\u2019s base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the \u201cCompensation Committee\u201d). The base salary in effect at any given time is referred to herein as \u201cBase Salary.\u201d The Base Salary shall be payable in a manner that is consistent with the Company\u2019s usual payroll practices for executive officers, but no less frequently than semi-monthly. The Executive shall not be required to defer any portion of Base Salary.", "references": ["Arbitration", "No Defaults", "Integration", "Further Assurances", "Disclosures", "Sanctions", "Forfeitures", "Venues", "Solvency", "Indemnity", "Taxes", "Existence", "No Waivers", "Employment", "Intellectual Property", "Benefits", "Construction", "Costs", "Entire Agreements", "Vacations", "Titles", "Waiver Of Jury Trials", "Organizations", "Effective Dates", "Payments", "Releases", "Terminations", "Authority", "Counterparts", "Remedies", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "No Party hereto shall assign its rights or obligations under this Purchase Agreement without the prior written consent of the other Parties.", "references": ["Further Assurances", "Withholdings", "Interpretations", "Insurances", "Submission To Jurisdiction", "Jurisdictions", "Enforceability", "Sanctions", "Fees", "Counterparts", "Participations", "Effective Dates", "Authority", "Consent To Jurisdiction", "Releases", "Assigns", "Use Of Proceeds", "Change In Control", "Cooperation", "Subsidiaries", "Applicable Laws", "Organizations", "No Conflicts", "Financial Statements", "Consents", "Death", "Warranties", "Costs", "Publicity", "Adjustments", "Assignments"], "gold": ["Assignments"]}
+{"input": "The proceeds received by Borrower in connection with the Loan shall be used by Borrower exclusively to make capital contributions to Operator for purposes of marketing and general corporate purposes (including the payment of debt service) related to the casino known as Resorts World Catskills Casino located in Sullivan County, New York, and for no other purpose.", "references": ["Change In Control", "Benefits", "Further Assurances", "Cooperation", "Taxes", "Authorizations", "Waiver Of Jury Trials", "Severability", "Assignments", "Counterparts", "Jurisdictions", "Submission To Jurisdiction", "Costs", "Brokers", "Interpretations", "Approvals", "Liens", "Miscellaneous", "Adjustments", "Sales", "Transactions With Affiliates", "Terminations", "Construction", "Records", "Integration", "Definitions", "Arbitration", "Disclosures", "Releases", "Fees", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes the legal, valid and binding obligations of each Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of this Amendment may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors\u2019 rights generally or limiting the right of specific performance.", "references": ["Indemnity", "Effectiveness", "Approvals", "Interests", "Benefits", "Organizations", "Vacations", "Terms", "No Conflicts", "Enforcements", "Construction", "Titles", "Remedies", "Expenses", "Records", "Financial Statements", "Insurances", "Modifications", "Liens", "Releases", "Notices", "Severability", "Counterparts", "Warranties", "Subsidiaries", "Miscellaneous", "No Waivers", "Confidentiality", "Waivers", "Authority", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The headings herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.", "references": ["Indemnity", "Change In Control", "Compliance With Laws", "Anti-Corruption Laws", "Applicable Laws", "Base Salary", "Use Of Proceeds", "Survival", "Intellectual Property", "Terms", "Representations", "Submission To Jurisdiction", "Publicity", "Waiver Of Jury Trials", "Costs", "Specific Performance", "Notices", "Titles", "Binding Effects", "General", "Agreements", "Defined Terms", "Subsidiaries", "Taxes", "Vacations", "Powers", "Construction", "Existence", "Severability", "Venues", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Section 17.7 of the Collaboration Agreement is hereby incorporated by reference into this Agreement.", "references": ["Organizations", "Liens", "Powers", "Sanctions", "Participations", "Counterparts", "Modifications", "Headings", "Successors", "Confidentiality", "Notices", "Governing Laws", "Base Salary", "Litigations", "Miscellaneous", "Expenses", "Withholdings", "Entire Agreements", "Vacations", "Interests", "Positions", "No Conflicts", "Approvals", "Indemnifications", "Intellectual Property", "Indemnity", "Change In Control", "Titles", "Death", "Survival", "Construction"], "gold": ["Construction"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section \u00a010.02(e) shall survive the resignation of the Administrative Agent , the L/C Issuers and the Swing Line Lenders, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Effective Dates", "Submission To Jurisdiction", "Further Assurances", "Successors", "Titles", "Compliance With Laws", "Integration", "Financial Statements", "Powers", "No Defaults", "Specific Performance", "Erisa", "Waivers", "Non-Disparagement", "Miscellaneous", "Taxes", "Tax Withholdings", "Binding Effects", "Consents", "Insurances", "Positions", "Warranties", "Construction", "Benefits", "Remedies", "Severability", "Duties", "Existence", "Capitalization", "Vacations", "Survival"], "gold": ["Survival"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the respective Existing Lender for amounts which have accrued to but excluding the Effective Date and to each of the New Lenders for amounts which have accrued from and after the Effective Date.", "references": ["Entire Agreements", "Consents", "Defined Terms", "Vacations", "Death", "No Defaults", "Use Of Proceeds", "Specific Performance", "Construction", "Adjustments", "Brokers", "Closings", "General", "Anti-Corruption Laws", "Fees", "Participations", "Definitions", "Sales", "Base Salary", "Survival", "Effectiveness", "Titles", "Severability", "Interpretations", "Solvency", "Benefits", "Binding Effects", "Successors", "Headings", "Warranties", "Payments"], "gold": ["Payments"]}
+{"input": "EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE SWING LINE LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER, THE SWING LINE LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST EITHER BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Waiver Of Jury Trials", "Notices", "Consent To Jurisdiction", "Sanctions", "Expenses", "Interpretations", "Applicable Laws", "General", "Vacations", "Consents", "Books", "Effective Dates", "Terminations", "Severability", "Survival", "Further Assurances", "Change In Control", "Use Of Proceeds", "Binding Effects", "Withholdings", "Effectiveness", "Agreements", "Indemnifications", "Erisa", "Compliance With Laws", "Integration", "Disability", "Authority", "Subsidiaries", "Fees", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Company agrees to provide Executive with the severance payments and benefits described in Section\u00a04(b) \u00a0of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement.\u00a0 In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section\u00a03(c) \u00a0of the Employment Agreement, subject to and in accordance with the terms thereof, including, but not limited to, tax equalization and relocation/repatriation and other expatriate assignment benefits due to Executive in connection with employment outside the United States.", "references": ["Jurisdictions", "Disability", "Assignments", "Use Of Proceeds", "Effective Dates", "Terminations", "Representations", "Anti-Corruption Laws", "Vacations", "Books", "Qualifications", "Payments", "Miscellaneous", "Binding Effects", "Records", "Vesting", "Powers", "Authorizations", "Headings", "Intellectual Property", "Change In Control", "Non-Disparagement", "Defined Terms", "Agreements", "Adjustments", "Duties", "No Defaults", "Closings", "Authority", "Specific Performance", "Benefits"], "gold": ["Benefits"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent, (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee in the amount of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) payable by the assignor; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Sales", "Qualifications", "Terminations", "Defined Terms", "Successors", "Books", "Capitalization", "Closings", "Records", "Enforceability", "Intellectual Property", "Venues", "Tax Withholdings", "Erisa", "Vacations", "Titles", "Employment", "Interests", "Non-Disparagement", "Expenses", "Releases", "Authority", "Solvency", "Confidentiality", "Survival", "Counterparts", "Liens", "Assigns", "Costs", "Arbitration", "Assignments"], "gold": ["Assignments"]}
+{"input": "THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE , THE SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.", "references": ["Assignments", "Releases", "Compliance With Laws", "Withholdings", "Counterparts", "Definitions", "Authorizations", "Amendments", "Publicity", "Participations", "Integration", "Employment", "Closings", "No Waivers", "Submission To Jurisdiction", "Construction", "Terms", "Terminations", "Binding Effects", "Enforceability", "Existence", "Sanctions", "Payments", "Powers", "Interpretations", "Applicable Laws", "Specific Performance", "Venues", "Indemnifications", "Interests", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "All representations, warranties, covenants, and obligations in this Agreement shall survive one year after the Closing. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.", "references": ["Remedies", "Brokers", "Tax Withholdings", "Disability", "Modifications", "Change In Control", "Erisa", "Organizations", "Severability", "Venues", "Enforceability", "Counterparts", "Use Of Proceeds", "Titles", "Litigations", "Headings", "Liens", "Powers", "Consents", "Vacations", "Benefits", "Insurances", "Further Assurances", "Indemnity", "Waivers", "Indemnifications", "Confidentiality", "Specific Performance", "Entire Agreements", "Notices", "Survival"], "gold": ["Survival"]}
+{"input": "All terms defined in the Asset Pool One Supplement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.", "references": ["Powers", "Records", "Duties", "Notices", "Employment", "Compliance With Laws", "Expenses", "Authorizations", "Assignments", "Assigns", "Publicity", "Positions", "Effective Dates", "Successors", "Vesting", "Consents", "Applicable Laws", "Capitalization", "Tax Withholdings", "Payments", "Brokers", "Taxes", "Jurisdictions", "Subsidiaries", "No Defaults", "Arbitration", "Representations", "Survival", "Severability", "Closings", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Except as otherwise provided by the Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.\u00a0The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by the DGCL or the Amended and Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders.", "references": ["Amendments", "Base Salary", "Governing Laws", "Withholdings", "Waiver Of Jury Trials", "No Conflicts", "Venues", "Vesting", "Non-Disparagement", "Enforceability", "Assignments", "No Defaults", "Indemnity", "Headings", "Releases", "Adjustments", "Remedies", "Litigations", "Compliance With Laws", "Interpretations", "Survival", "Confidentiality", "Effective Dates", "Disclosures", "Entire Agreements", "Liens", "Transactions With Affiliates", "Vacations", "Terms", "Authority", "Powers"], "gold": ["Powers"]}
+{"input": "This Joinder may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.", "references": ["Cooperation", "Severability", "Effective Dates", "Further Assurances", "Litigations", "Payments", "Headings", "Indemnifications", "Warranties", "Authorizations", "Defined Terms", "Fees", "Terms", "Notices", "Employment", "Representations", "Erisa", "Expenses", "Remedies", "Survival", "Subsidiaries", "Interpretations", "No Waivers", "Change In Control", "Intellectual Property", "Organizations", "Adjustments", "Assigns", "Non-Disparagement", "Costs", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No action or order shall have been issued by any Governmental Authority (and not subsequently dismissed, or settled or otherwise terminated) against Sellers or Buyer restraining, prohibiting or otherwise making illegal the consummation of the transactions contemplated hereby.", "references": ["Specific Performance", "Fees", "Death", "Modifications", "Assignments", "Remedies", "Erisa", "Effectiveness", "Survival", "Capitalization", "Notices", "Non-Disparagement", "Insurances", "Binding Effects", "Brokers", "Transactions With Affiliates", "Waivers", "Enforceability", "Use Of Proceeds", "Submission To Jurisdiction", "Solvency", "Anti-Corruption Laws", "Financial Statements", "Severability", "Warranties", "Existence", "Successors", "Terms", "Authorizations", "Agreements", "Litigations"], "gold": ["Litigations"]}
+{"input": "Consultant hereby agrees to indemnify and hold harmless Company and its directors, officers, employees and agents from, against and in respect of, the full amount established in a final judgment issued by a court of competent jurisdiction (and which is not the subject of a pending appeal) of all liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, arising from, in connection with, or incident to any breach or violation of any of the representations, warranties, covenants or agreements of Consultant contained in this Agreement, any claims arising from or in connection with Consultant's performance of Services under this Agreement, and any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing.", "references": ["Use Of Proceeds", "Disclosures", "Releases", "Counterparts", "Representations", "Interpretations", "Adjustments", "Further Assurances", "Vesting", "Venues", "Powers", "Authorizations", "No Waivers", "Cooperation", "Defined Terms", "Financial Statements", "Assigns", "Waiver Of Jury Trials", "Miscellaneous", "Disability", "Capitalization", "Terminations", "Indemnity", "Change In Control", "Brokers", "Enforcements", "Fees", "Integration", "Submission To Jurisdiction", "Severability", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "If any provision of this Agreement or the application thereof to any person (including the officers and directors of the parties hereto) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.", "references": ["Indemnity", "Integration", "Miscellaneous", "Notices", "Cooperation", "Tax Withholdings", "Effectiveness", "Non-Disparagement", "Definitions", "No Waivers", "Remedies", "Indemnifications", "Existence", "Successors", "Transactions With Affiliates", "Withholdings", "Closings", "Death", "Vacations", "Assigns", "Payments", "Organizations", "Waiver Of Jury Trials", "Counterparts", "Governing Laws", "Duties", "Agreements", "Sales", "Forfeitures", "Qualifications", "Severability"], "gold": ["Severability"]}
+{"input": "If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect.\u00a0\u00a0The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties to the greatest extent legally permissible.", "references": ["Successors", "Interests", "Defined Terms", "Applicable Laws", "Intellectual Property", "Insurances", "Construction", "Withholdings", "Anti-Corruption Laws", "Cooperation", "General", "Approvals", "Modifications", "Consent To Jurisdiction", "Compliance With Laws", "Remedies", "Powers", "Binding Effects", "Base Salary", "Financial Statements", "Amendments", "Costs", "Tax Withholdings", "Releases", "Records", "Submission To Jurisdiction", "Indemnifications", "Positions", "Erisa", "Taxes", "Severability"], "gold": ["Severability"]}
+{"input": "The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Shares, Underlying Shares, Warrants or Warrant Shares or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.", "references": ["Solvency", "Litigations", "Assignments", "Existence", "Transactions With Affiliates", "Binding Effects", "Specific Performance", "Waiver Of Jury Trials", "Expenses", "Applicable Laws", "Enforcements", "Arbitration", "Costs", "Compliance With Laws", "Indemnifications", "Releases", "Books", "Vesting", "Further Assurances", "Disclosures", "Disability", "Sales", "Warranties", "Consents", "Terms", "Waivers", "Authority", "Forfeitures", "Modifications", "Headings", "Integration"], "gold": ["Integration"]}
+{"input": "As soon as available and in any event within 75\u00a0days after the end of its fiscal year, copies of the unaudited annual income statement and balance sheet of such Seller, prepared in conformity with GAAP.", "references": ["Amendments", "Records", "Disability", "No Conflicts", "Definitions", "Transactions With Affiliates", "Waivers", "Releases", "Successors", "Effectiveness", "Books", "Indemnity", "Forfeitures", "Compliance With Laws", "Employment", "Assignments", "Submission To Jurisdiction", "Qualifications", "Positions", "Severability", "Disclosures", "Change In Control", "Liens", "Vacations", "Further Assurances", "Binding Effects", "Waiver Of Jury Trials", "Applicable Laws", "Interpretations", "Miscellaneous", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "All payments to be made by Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00\u00a0p.m. on the date specified herein. Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Sanctions", "Fees", "Submission To Jurisdiction", "Non-Disparagement", "Positions", "Construction", "Severability", "Jurisdictions", "Successors", "Participations", "Subsidiaries", "Arbitration", "Consent To Jurisdiction", "Waivers", "Headings", "Interests", "Effectiveness", "Adjustments", "Insurances", "Authority", "Applicable Laws", "Payments", "Books", "Miscellaneous", "Indemnity", "Indemnifications", "Terminations", "Liens", "Integration", "Solvency", "General"], "gold": ["General"]}
+{"input": "The Company will be authorized to withhold from the payment of any portion of your Retention Payment that may become payable hereunder, the amount of any applicable federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.", "references": ["Successors", "Use Of Proceeds", "Payments", "Publicity", "Intellectual Property", "Governing Laws", "General", "Benefits", "Expenses", "No Defaults", "Death", "Solvency", "Sanctions", "Employment", "Integration", "Change In Control", "Fees", "Confidentiality", "Modifications", "Definitions", "Authorizations", "Warranties", "Entire Agreements", "Litigations", "Consent To Jurisdiction", "Organizations", "Taxes", "Positions", "Tax Withholdings", "Sales", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Anixter and its Subsidiaries are Solvent after giving effect to the transactions contemplated by this Agreement and the other Related Transactions Documents.", "references": ["Construction", "Consent To Jurisdiction", "Use Of Proceeds", "Agreements", "Litigations", "Closings", "Specific Performance", "Successors", "General", "Death", "Payments", "Taxes", "Binding Effects", "Expenses", "Indemnifications", "Withholdings", "Subsidiaries", "Organizations", "Liens", "Change In Control", "Notices", "Fees", "Powers", "Releases", "Existence", "Applicable Laws", "Terminations", "Capitalization", "Adjustments", "Amendments", "Solvency"], "gold": ["Solvency"]}
+{"input": "All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections\u00a02.15, 2.16, 2.17 and 10.03 and Article\u00a0VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement or any provision hereof.", "references": ["Waivers", "Authority", "Venues", "Governing Laws", "Titles", "Waiver Of Jury Trials", "Solvency", "Intellectual Property", "Closings", "Payments", "Releases", "Benefits", "Enforceability", "Approvals", "Consents", "Transactions With Affiliates", "Consent To Jurisdiction", "Base Salary", "No Defaults", "Disclosures", "Fees", "Records", "Defined Terms", "Brokers", "Amendments", "Employment", "Compliance With Laws", "Successors", "Submission To Jurisdiction", "Entire Agreements", "Survival"], "gold": ["Survival"]}
+{"input": "The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.", "references": ["Confidentiality", "Interpretations", "Waiver Of Jury Trials", "No Defaults", "Base Salary", "Capitalization", "Intellectual Property", "Counterparts", "Disability", "Survival", "Jurisdictions", "Expenses", "Enforceability", "Publicity", "Terms", "Definitions", "Further Assurances", "Sales", "Powers", "Records", "Closings", "Miscellaneous", "Cooperation", "Titles", "Existence", "Consents", "Litigations", "Indemnifications", "Positions", "Forfeitures", "Authority"], "gold": ["Authority"]}
+{"input": "Each of Holdings and its Restricted Subsidiaries owns, or has a valid license or right to use, all Intellectual Property necessary for the conduct of its business as currently conducted free and clear of all Liens except as permitted by the Loan Documents, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.\u00a0 To the Borrower\u2019s knowledge, the use of such Intellectual Property by Holdings or its Restricted Subsidiaries does not infringe on the rights of any Person in a manner that would reasonably be expected to have a Material Adverse Effect.\u00a0 Holdings and its Restricted Subsidiaries take all reasonable actions that in the exercise of their reasonable business judgment should be taken to protect their Intellectual Property, including Intellectual Property that is confidential in nature, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.", "references": ["Closings", "Jurisdictions", "Books", "Anti-Corruption Laws", "Duties", "Enforceability", "Brokers", "Assigns", "Remedies", "No Conflicts", "Payments", "Powers", "Authorizations", "Sanctions", "Miscellaneous", "Withholdings", "Adjustments", "Specific Performance", "Effectiveness", "Counterparts", "Indemnity", "Waiver Of Jury Trials", "Use Of Proceeds", "Disability", "Enforcements", "Interests", "Notices", "Modifications", "Terminations", "Employment", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The \u201c Term \u201d of this Master Lease is the Initial Term plus all Renewal Terms, to the extent exercised. The initial term of this Master Lease (the \u201c Initial Term \u201d) shall commence on the date hereof (the \u201c Commencement Date \u201d) and end on the last day of the calendar month in which the fifteenth (15 th ) anniversary of the Commencement Date occurs, subject to renewal as set forth in Section\u00a01.4 below.", "references": ["Waiver Of Jury Trials", "Construction", "Litigations", "Notices", "Authorizations", "Payments", "Interests", "Disclosures", "Specific Performance", "Solvency", "Anti-Corruption Laws", "Waivers", "Books", "Subsidiaries", "Non-Disparagement", "Vacations", "Modifications", "Terminations", "Base Salary", "Adjustments", "Death", "Positions", "Use Of Proceeds", "Further Assurances", "Representations", "Expenses", "Withholdings", "Duties", "Qualifications", "Change In Control", "Terms"], "gold": ["Terms"]}
+{"input": "Notwithstanding any other provision of this Plan, the Company may withhold from any payment made by it under the Plan such amount or amounts of required payroll deductions and tax withholdings. The Company shall have no liability for any tax imposed on an employee as a result of amounts paid or payable to such associate under the Plan.", "references": ["Definitions", "Specific Performance", "Effective Dates", "No Defaults", "Payments", "Interpretations", "Books", "Intellectual Property", "Terminations", "Jurisdictions", "Vesting", "Consent To Jurisdiction", "Arbitration", "Positions", "Litigations", "Effectiveness", "Assigns", "Terms", "Organizations", "Submission To Jurisdiction", "Releases", "Headings", "Waiver Of Jury Trials", "Erisa", "Authority", "Vacations", "Taxes", "Capitalization", "Governing Laws", "Enforceability", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Company shall pay to Executive an annual base salary of Nine Hundred Fifty Thousand Dollars ($950,000) (prorated for partial monthly and annual periods), less deductions and withholdings, which base salary shall be paid in accordance with the Company\u2019s normal payroll policies and procedures (the \u201c Base Salary \u201d). The Board or the Compensation Committee of the Board (the \u201c Committee \u201d) shall conduct annual performance reviews of Executive for merit increases and may, in its sole discretion, increase Executive\u2019s Base Salary from time to time.", "references": ["Litigations", "Brokers", "Sanctions", "Transactions With Affiliates", "Definitions", "Amendments", "Capitalization", "Taxes", "Financial Statements", "Sales", "Vesting", "Approvals", "Consents", "Enforceability", "Forfeitures", "Terminations", "Integration", "Jurisdictions", "Applicable Laws", "Terms", "Interests", "Entire Agreements", "Records", "Cooperation", "Confidentiality", "Employment", "Costs", "Authority", "Benefits", "Expenses", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "To the extent not preempted by ERISA, this Plan shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict of laws, rule or principle of Texas law that might refer the governance, construction, or interpretation of this Plan to the laws of another state). A Participant\u2019s sole remedy for any Claim shall be against the Company, and no Participant shall have any claim or right of any nature against any Subsidiary or any stockholder or existing or former director, officer or Employee of the Company or any Subsidiary. The individuals and entities described above in this Section 12.5 (other than the Company) shall be third-party beneficiaries of this Plan for purposes of enforcing the terms of this Section 12.5 .", "references": ["Modifications", "Warranties", "Severability", "General", "Participations", "Death", "Base Salary", "Existence", "Organizations", "Confidentiality", "Publicity", "No Defaults", "Brokers", "Qualifications", "Change In Control", "Vesting", "Books", "Payments", "Agreements", "Sanctions", "Titles", "Non-Disparagement", "Releases", "Notices", "Survival", "Waiver Of Jury Trials", "Intellectual Property", "Powers", "Assignments", "Enforcements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Assignment shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and assigns.", "references": ["Disclosures", "Definitions", "Vesting", "Enforcements", "Litigations", "Terminations", "Governing Laws", "Submission To Jurisdiction", "Applicable Laws", "Existence", "Assigns", "Organizations", "Benefits", "Base Salary", "Headings", "Publicity", "Erisa", "Severability", "Further Assurances", "Adjustments", "Capitalization", "Entire Agreements", "Forfeitures", "Records", "Financial Statements", "No Conflicts", "Confidentiality", "Closings", "Expenses", "Compliance With Laws", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Neither the Company, any participating Affiliate, nor the Board, or the Compensation Committee, of the Company or any participating affiliate, nor any officer or employee of the Company or any participating affiliate shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith; and the members of the Company\u2019s Board, the Compensation Committee and/or management of the Company shall be entitled to indemnification and reimbursement by the Company to the maximum extent permitted by law in respect of any claim, loss, damage or expense (including counsel\u2019s fees) arising from their acts, omission and conduct in their official capacity with respect to the Plan.", "references": ["Survival", "Powers", "Miscellaneous", "Terms", "Taxes", "Closings", "Counterparts", "Submission To Jurisdiction", "Representations", "Costs", "Effective Dates", "Notices", "Warranties", "Effectiveness", "Titles", "Existence", "Interests", "Confidentiality", "Litigations", "Benefits", "General", "Severability", "Employment", "Change In Control", "Vesting", "No Defaults", "Positions", "Releases", "Capitalization", "No Waivers", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Party against whom the enforcement of the change, waiver, discharge or termination is sought or, in the case of a default waiver, by the non-defaulting Party.", "references": ["Terminations", "Notices", "Headings", "Financial Statements", "Qualifications", "Agreements", "Indemnity", "Successors", "Confidentiality", "Assignments", "Interests", "Closings", "Titles", "Further Assurances", "Existence", "Applicable Laws", "Disability", "Counterparts", "Change In Control", "Publicity", "Approvals", "Fees", "Entire Agreements", "Transactions With Affiliates", "Venues", "No Conflicts", "Powers", "Benefits", "Governing Laws", "Authorizations", "Waivers"], "gold": ["Waivers"]}
+{"input": "The representations and warranties of the Company set forth in this Agreement or in any other document delivered to Purchasers by or on behalf of the Company pursuant to or in connection with this Agreement are true and correct as of the date hereof and as otherwise specifically provided herein or therein.\u00a0 Any certificate signed by a duly authorized representative of the Company and delivered to a Purchaser or to counsel for a Purchaser shall be deemed to be a representation and warranty by the Company to a Purchaser as to the matters set forth therein.", "references": ["Authorizations", "Positions", "Applicable Laws", "Arbitration", "Solvency", "Anti-Corruption Laws", "General", "Binding Effects", "Submission To Jurisdiction", "Titles", "Enforceability", "Agreements", "Litigations", "Counterparts", "Modifications", "Existence", "Warranties", "Organizations", "Expenses", "No Waivers", "Non-Disparagement", "Change In Control", "Terms", "Interests", "Effective Dates", "Use Of Proceeds", "Financial Statements", "Authority", "Publicity", "Benefits", "Representations"], "gold": ["Representations"]}
+{"input": "Prior to any settlement of vested RSUs, the Participant shall be required to pay or make adequate arrangements satisfactory to the Company for the payment of all applicable tax withholding obligations. The Participant hereby authorizes the Company to satisfy all or part of the amount of such tax withholding obligations by deducting such amount from cash compensation or other payments that would otherwise be owed to the Participant. The Committee, acting in its sole discretion and pursuant to applicable law, may permit the Participant to satisfy any such tax withholding obligations with Shares that would otherwise be issued to the Participant in settlement of vested RSUs, and/or with previously-owned Shares held by the Participant. The amount of the Participant\u2019s tax withholding obligation that is satisfied in Shares, if any, shall be based upon the Fair Market Value of the Shares on the date such Shares are delivered or withheld.", "references": ["Use Of Proceeds", "Successors", "Representations", "Remedies", "Payments", "Erisa", "Duties", "Capitalization", "Notices", "Publicity", "Forfeitures", "Solvency", "Intellectual Property", "Modifications", "Costs", "Integration", "Liens", "Fees", "Survival", "Participations", "Anti-Corruption Laws", "Miscellaneous", "Enforceability", "Withholdings", "Releases", "Employment", "Consent To Jurisdiction", "Authority", "Taxes", "Assignments", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or would disqualify this Agreement or the Award under any applicable law, that provision shall be construed or deemed amended to conform to applicable law (or if that provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the Award, that provision shall be stricken as to that jurisdiction and the remainder of this Agreement and the Award shall remain in full force and effect).", "references": ["Existence", "Capitalization", "Use Of Proceeds", "Authorizations", "Death", "Arbitration", "Enforceability", "Releases", "Waiver Of Jury Trials", "Disclosures", "Representations", "Publicity", "Solvency", "Insurances", "Successors", "Qualifications", "Taxes", "Financial Statements", "Fees", "Confidentiality", "Compliance With Laws", "Non-Disparagement", "Assignments", "Litigations", "Positions", "Notices", "Vacations", "Waivers", "Intellectual Property", "Transactions With Affiliates", "Severability"], "gold": ["Severability"]}
+{"input": "The headings, captions, and arrangements used in any of the Loan Documents are, unless specified otherwise, for convenience only and will not be deemed to limit, amplify, or modify the terms of the Loan Documents nor to affect the meaning thereof.", "references": ["Titles", "Costs", "Waiver Of Jury Trials", "Tax Withholdings", "Vesting", "Releases", "Taxes", "Subsidiaries", "No Waivers", "No Conflicts", "Litigations", "Confidentiality", "Use Of Proceeds", "Base Salary", "Enforcements", "Positions", "Employment", "Cooperation", "Brokers", "Anti-Corruption Laws", "Indemnifications", "Successors", "General", "Insurances", "Assignments", "Records", "Specific Performance", "Venues", "Governing Laws", "Severability", "Headings"], "gold": ["Headings"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of Section \u00a011.06(b) , (ii) by way of participation in accordance with the provisions of Section \u00a011.06(d) , (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section \u00a011.06(f) , (and any other attempted assignment or transfer by any party hereto shall be null and void) or (iv)\u00a0to the Borrower solely for the purpose of carrying out the reallocation described in Section\u00a02.01(b), provided that the Borrower shall subsequently assign such assigned or transferred rights or obligations to a Roll-Up Lender (as defined in the Existing DIP Agreement) no later than one (1)\u00a0Business Day following such assignment or transfer to the Borrower. For purposes of this sub-clause (iv), any interest assigned to the Borrower shall not possess Borrower with any equitable interest or title and Borrower\u2019s further assignment or transfer of such interest shall not be a \u201cdisbursement\u201d under 28 U.S.C. \u00a7 1930. The Parties shall seek to have the foregoing sentence approved by the Bankruptcy Court in the Final Financing Order. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) \u00a0of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Intellectual Property", "Agreements", "Venues", "Forfeitures", "Amendments", "Closings", "Titles", "Liens", "Indemnity", "Use Of Proceeds", "No Defaults", "Compliance With Laws", "Terminations", "Non-Disparagement", "Integration", "Expenses", "Consent To Jurisdiction", "Indemnifications", "Approvals", "Capitalization", "Vacations", "Books", "Qualifications", "Representations", "Warranties", "Duties", "Enforceability", "Records", "Consents", "No Waivers", "Successors"], "gold": ["Successors"]}
+{"input": "Maker has no liabilities other than liabilities owed to Senior Lender or liabilities incurred in the ordinary course of business in connection with the transactions contemplated by the Purchase Agreement. Maker\u2019s assets are not subject to liens and encumbrances other than liens in favor of Senior Lender or Holder.", "references": ["Terms", "Anti-Corruption Laws", "Arbitration", "Organizations", "Authorizations", "Brokers", "Applicable Laws", "Payments", "Integration", "Specific Performance", "Successors", "Construction", "Counterparts", "Sales", "Waivers", "Titles", "Records", "Approvals", "Jurisdictions", "Sanctions", "Tax Withholdings", "Interests", "Modifications", "Use Of Proceeds", "Confidentiality", "Releases", "Disability", "Capitalization", "Participations", "Amendments", "Liens"], "gold": ["Liens"]}
+{"input": "In the event of your termination of employment, other than by reason of death, Disability or involuntary termination without Cause prior to the end of the Restricted Period, your rights to all of the Shares shall be immediately and irrevocably forfeited. In the event of your termination of employment by reason of death, Disability or involuntary termination without Cause prior to the end of the Restricted Period, the restrictions with respect to all of the Shares shall lapse and the Shares shall vest as of the date of such termination of employment; provided, however, in the case of your involuntary termination without Cause, that you have signed a general release and non-competition/non-solicitation agreement provided to you by the Company at that time.", "references": ["Capitalization", "Transactions With Affiliates", "Entire Agreements", "Erisa", "Cooperation", "Disclosures", "Effective Dates", "Releases", "Existence", "Death", "Participations", "Integration", "Powers", "Waivers", "Withholdings", "Authority", "Costs", "Indemnifications", "Modifications", "Tax Withholdings", "Fees", "Publicity", "Payments", "Construction", "Indemnity", "Applicable Laws", "No Defaults", "Effectiveness", "Intellectual Property", "Subsidiaries", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Oregon, the courts of the State of Oregon sitting in Multnomah County, Oregon, the United States District Court for the Southern District of Texas, and the courts of the State of Texas sitting in Harris County, Texas, and the appropriate appeals courts therefrom (collectively the \u201c Approved Courts \u201d), for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby; provided , however , that (i)\u00a0if Seller desires to file any such suit, action or other proceeding against Buyer, then Seller shall only do so in the United States District Court for the Southern District of Texas or the courts of the State of Texas sitting in Harris County, Texas, and (ii)\u00a0if Buyer desires to file any such suit, action or other proceeding against Seller, then Buyer shall only do so in the United States District Court for the District of Oregon or the courts of the State of Oregon sitting in Multnomah County, Oregon. Subject to the preceding sentence, each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Approved Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto further agrees that service of any process, summons, notice or document by United States registered mail to such party\u2019s respective address set forth in Section 11.1 shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence.", "references": ["Survival", "Further Assurances", "Releases", "Sanctions", "Publicity", "Withholdings", "Vacations", "Powers", "Expenses", "No Conflicts", "Qualifications", "Binding Effects", "Change In Control", "Positions", "Participations", "Assigns", "Death", "Records", "Modifications", "Miscellaneous", "Erisa", "Transactions With Affiliates", "Use Of Proceeds", "Effectiveness", "Integration", "Submission To Jurisdiction", "Headings", "Solvency", "Sales", "Titles", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Amended and Restated Employment Agreement may be executed in several counterparts, each of which shall be deemed an original, but together they shall constitute one and the same instrument.", "references": ["Disability", "Participations", "Subsidiaries", "Employment", "Forfeitures", "Withholdings", "Effectiveness", "Insurances", "Applicable Laws", "Submission To Jurisdiction", "Entire Agreements", "Severability", "Organizations", "Consents", "Taxes", "Remedies", "Venues", "Titles", "Disclosures", "General", "Anti-Corruption Laws", "Releases", "Agreements", "Enforcements", "Publicity", "Existence", "Further Assurances", "Liens", "Expenses", "Integration", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "While employed by Nucor, Executive shall perform such duties for and on behalf of Nucor as may be determined and assigned to Executive from time to time by the Chief Executive Officer of Nucor Corporation or the Board. Executive shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Executive\u2019s employment with Nucor, Executive will not undertake other paid employment or engage in any other business activity without the prior written consent of the Board.", "references": ["Counterparts", "Cooperation", "Adjustments", "Compliance With Laws", "Base Salary", "Organizations", "Use Of Proceeds", "Integration", "Notices", "Successors", "Liens", "Agreements", "Confidentiality", "Applicable Laws", "Enforcements", "Employment", "Taxes", "Expenses", "Consents", "Arbitration", "Governing Laws", "Terms", "Remedies", "Capitalization", "Waivers", "Vacations", "Disability", "General", "Books", "Authority", "Duties"], "gold": ["Duties"]}
+{"input": "Each Guarantor agrees that, as between such Guarantor and the Purchasers, the obligations of the Company under the Purchase Agreement and the Notes may be declared to be forthwith due and payable as provided in Section \u00a010.2 of the Purchase Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section \u00a010.2 of the Purchase Agreement) for purposes of Section \u00a02.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Company and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Company) shall forthwith become due and payable by the Guarantors for purposes of Section \u00a02.01 .", "references": ["Solvency", "Interests", "Waiver Of Jury Trials", "Titles", "Withholdings", "Severability", "Payments", "Consent To Jurisdiction", "Existence", "Transactions With Affiliates", "Confidentiality", "Financial Statements", "Publicity", "Approvals", "Brokers", "Fees", "Litigations", "Disability", "Effective Dates", "Warranties", "Books", "Change In Control", "Participations", "Death", "Terms", "Erisa", "Anti-Corruption Laws", "Employment", "Closings", "Powers", "Remedies"], "gold": ["Remedies"]}
+{"input": "Commencing as of the Effective Date, and thereafter during the Employment Period, Executive\u2019s base salary shall be $870,000 per annum, which amount may, but shall not be required to be, increased by the Compensation Committee of the Board (or, if no such committee exists, the Board) from time to time in accordance with the compensation policies and practices of the Company, or decreased as part of across the board reductions affecting all executive officers of the Company (as so adjusted from time to time, the \u201c Base Salary \u201d). The Base Salary shall be payable in regular installments in accordance with the Company\u2019s standard payroll practices and shall be subject to customary withholding.", "references": ["Books", "Financial Statements", "Powers", "Subsidiaries", "Fees", "No Defaults", "Consents", "Waivers", "Modifications", "Records", "Brokers", "Payments", "General", "Vesting", "Expenses", "Closings", "Applicable Laws", "Releases", "Waiver Of Jury Trials", "Liens", "Compliance With Laws", "No Waivers", "Sanctions", "Employment", "Effective Dates", "Intellectual Property", "No Conflicts", "Costs", "Confidentiality", "Entire Agreements", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The vesting provisions applicable to the Option shall be as set forth in the Grant Notice.", "references": ["Employment", "Assigns", "Financial Statements", "Waivers", "Consents", "Withholdings", "Existence", "Warranties", "Base Salary", "Confidentiality", "Duties", "Closings", "Defined Terms", "Modifications", "Entire Agreements", "Insurances", "Erisa", "Positions", "Integration", "Brokers", "Definitions", "Headings", "Use Of Proceeds", "Notices", "Assignments", "Jurisdictions", "Enforcements", "Sanctions", "Solvency", "Terms", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Ninth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Ninth Amendment by telecopy, facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Consent To Jurisdiction", "Specific Performance", "Consents", "Books", "Change In Control", "No Defaults", "Confidentiality", "Costs", "Notices", "Enforcements", "Organizations", "Publicity", "Successors", "No Conflicts", "Binding Effects", "Interpretations", "Assignments", "Defined Terms", "Financial Statements", "Benefits", "Fees", "Tax Withholdings", "Venues", "Survival", "Use Of Proceeds", "Solvency", "General", "Capitalization", "Transactions With Affiliates", "Effective Dates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a Defaulting Lender, a Disqualified Lender, a natural Person or the Borrower or any of the Borrower\u2019s Subsidiaries or Affiliates) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section \u00a012.3(c) with respect to any payments made by such Lender to its Participant(s).", "references": ["Solvency", "Amendments", "Erisa", "Positions", "Notices", "Forfeitures", "Litigations", "Effectiveness", "Use Of Proceeds", "Specific Performance", "General", "Insurances", "Definitions", "Releases", "Integration", "Compliance With Laws", "Entire Agreements", "Transactions With Affiliates", "Jurisdictions", "Payments", "Assignments", "Vacations", "Effective Dates", "Terminations", "Vesting", "Waiver Of Jury Trials", "Enforceability", "Authorizations", "Consents", "Headings", "Participations"], "gold": ["Participations"]}
+{"input": "This Purchase Agreement shall be governed in all respects by the laws of the State of New York (without reference to its conflicts of laws principles).", "references": ["Effectiveness", "Entire Agreements", "Litigations", "Assignments", "Change In Control", "Sales", "General", "No Defaults", "Closings", "Taxes", "Definitions", "No Waivers", "Agreements", "Integration", "Costs", "Vacations", "Effective Dates", "Positions", "Interests", "Consents", "Transactions With Affiliates", "Fees", "Consent To Jurisdiction", "Severability", "Indemnity", "Interpretations", "Enforcements", "Assigns", "Withholdings", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall become effective upon the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section \u00a04.1 .", "references": ["Powers", "Approvals", "Death", "Specific Performance", "Sanctions", "Defined Terms", "Base Salary", "Miscellaneous", "Financial Statements", "Books", "Anti-Corruption Laws", "Consents", "Applicable Laws", "Survival", "Governing Laws", "Interpretations", "Brokers", "Indemnity", "Cooperation", "Tax Withholdings", "Use Of Proceeds", "Terms", "Subsidiaries", "Waivers", "No Waivers", "Compliance With Laws", "Positions", "Participations", "Solvency", "Integration", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The representations and warranties of Purchaser contained in Article 5 shall be true and correct in all material respects on the date of Closing as though made on and as of that date.", "references": ["Releases", "Forfeitures", "Expenses", "No Defaults", "Remedies", "No Conflicts", "Payments", "Venues", "Notices", "Adjustments", "Sanctions", "Construction", "Participations", "Brokers", "Terminations", "Tax Withholdings", "Applicable Laws", "Severability", "Qualifications", "Vesting", "Effectiveness", "Non-Disparagement", "Benefits", "General", "Costs", "Modifications", "Intellectual Property", "Authorizations", "Base Salary", "Consents", "Representations"], "gold": ["Representations"]}
+{"input": "Except as otherwise expressly provided in this Agreement, this Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.", "references": ["Remedies", "Erisa", "Insurances", "Records", "Approvals", "No Conflicts", "Agreements", "Payments", "Definitions", "Applicable Laws", "Defined Terms", "Publicity", "Sales", "Forfeitures", "Non-Disparagement", "Expenses", "Enforceability", "Change In Control", "Litigations", "Survival", "Death", "Sanctions", "Vacations", "Indemnity", "Cooperation", "Taxes", "Use Of Proceeds", "Terminations", "Fees", "Anti-Corruption Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Cessation of active employment due to commencement of long-term disability under the Employer\u2019s long-term disability plan shall not be deemed to constitute a termination of employment for purposes of this Paragraph 6 and, during the continuance of such Employer-sponsored long-term disability plan benefits, the Employee shall be deemed to continue active employment with the Employer. If the Employee is terminated because the Employee has received the maximum coverage under an Employer-provided long-term disability plan, the vesting of RSUs shall be provided pursuant to Paragraph 6(a)(ii) above.", "references": ["Effective Dates", "Further Assurances", "Records", "Effectiveness", "Approvals", "Applicable Laws", "Authority", "No Conflicts", "Amendments", "Definitions", "Modifications", "No Defaults", "Enforcements", "Organizations", "Withholdings", "Non-Disparagement", "Remedies", "Indemnity", "Use Of Proceeds", "Submission To Jurisdiction", "Employment", "Compliance With Laws", "Books", "Anti-Corruption Laws", "Governing Laws", "Powers", "Interests", "Payments", "Erisa", "Capitalization", "Disability"], "gold": ["Disability"]}
+{"input": "All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. On each date when the payment of any principal, interest or fees are due hereunder or under any Loan Document, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with Administrative Agent (as such account shall be designated by the Borrower in a written notice to Agent from time to time, the \u201c Borrower Account \u201d) an amount sufficient to pay such principal, interest or fees in full on such date. The Borrower hereby authorizes the Administrative Agent (A) to deduct automatically all principal, interest or fees when due hereunder or under any Note from the Borrower Account, and (B) if and to the extent any payment of principal, interest or fees under this Agreement or any Loan Document is not made when due to deduct any such amount from any or all of the accounts of the Borrower maintained at the Administrative Agent. The Administrative Agent agrees to provide written notice to the Borrower of any automatic deduction made pursuant to this Section showing in reasonable detail the amounts of such deduction. Lenders agree to reimburse the Borrower based on their Applicable Percentage for any amounts deducted from such accounts in excess of amount due hereunder and under any other Loan Documents.", "references": ["Enforceability", "Consent To Jurisdiction", "Duties", "Binding Effects", "Applicable Laws", "Authority", "Enforcements", "Litigations", "Base Salary", "Approvals", "Publicity", "Survival", "Sales", "Existence", "Sanctions", "Titles", "Withholdings", "Vesting", "Definitions", "Organizations", "Terms", "Insurances", "Cooperation", "Erisa", "Use Of Proceeds", "Entire Agreements", "Books", "Integration", "Employment", "Disability", "General"], "gold": ["General"]}
+{"input": "No broker, investment banker, financial advisor or other person is entitled to any broker\u2019s, finder\u2019s, financial advisor\u2019s or other similar fee or commission that is payable by ILG, MVW or any of their respective subsidiaries in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by or on behalf of Shareholder.", "references": ["Assigns", "Effective Dates", "Indemnifications", "Change In Control", "Vesting", "Organizations", "Expenses", "Vacations", "Use Of Proceeds", "Disability", "Successors", "Non-Disparagement", "Records", "Entire Agreements", "Existence", "Litigations", "Enforceability", "Adjustments", "Fees", "Death", "Jurisdictions", "Defined Terms", "Benefits", "Further Assurances", "Modifications", "Cooperation", "Counterparts", "Financial Statements", "Indemnity", "Capitalization", "Brokers"], "gold": ["Brokers"]}
+{"input": "The sale of the Repurchase Shares to be sold by such Holder hereunder and the compliance by such Holder with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i)\u00a0will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Holder is a party or by which such Holder is bound or to which any of the property or assets of such Holder is subject, (ii)\u00a0nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Holder or the property of such Holder; except in the case of clause (i)\u00a0or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Holder\u2019s obligations hereunder.", "references": ["Definitions", "Participations", "Entire Agreements", "Applicable Laws", "Adjustments", "Construction", "Effectiveness", "Employment", "Representations", "Non-Disparagement", "Integration", "Further Assurances", "Amendments", "Qualifications", "Cooperation", "Waivers", "Subsidiaries", "Closings", "Base Salary", "Liens", "General", "Disability", "Taxes", "Solvency", "Venues", "Remedies", "Effective Dates", "Forfeitures", "Defined Terms", "Governing Laws", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Seller has operated and is operating the Business in material compliance with all Laws and regulations, federal, state, provincial or local, domestic or foreign applicable to Seller, the Specified Assets or the Business.", "references": ["Counterparts", "Tax Withholdings", "Publicity", "Assignments", "Agreements", "Sales", "Representations", "Approvals", "Qualifications", "Venues", "Binding Effects", "Indemnity", "Participations", "Waivers", "Powers", "Adjustments", "Liens", "Taxes", "Definitions", "Survival", "Severability", "Interests", "Costs", "Effective Dates", "Arbitration", "Entire Agreements", "Warranties", "No Defaults", "Benefits", "Withholdings", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "A Participant shall be vested in, and have a nonforfeitable right to, his benefit under this Section 4.4(b) in accordance with the vesting schedule applicable to his \u201cRetirement Contributions\u201d under the Savings Plan.", "references": ["Submission To Jurisdiction", "Duties", "Change In Control", "Existence", "Integration", "Qualifications", "Powers", "Interpretations", "Cooperation", "Releases", "Governing Laws", "Records", "Definitions", "Adjustments", "Counterparts", "Disclosures", "Amendments", "Confidentiality", "Terms", "Non-Disparagement", "Withholdings", "No Defaults", "Authority", "Erisa", "Indemnity", "Further Assurances", "Vacations", "Intellectual Property", "Benefits", "Binding Effects", "Vesting"], "gold": ["Vesting"]}
+{"input": "Hospital shall have the right to terminate this Agreement in accordance with Section 8.2(b) if Company fails to maintain the insurance required by Section 8.2.", "references": ["Consents", "Agreements", "Construction", "Further Assurances", "Brokers", "Employment", "Survival", "Intellectual Property", "Qualifications", "Non-Disparagement", "Waivers", "Adjustments", "Costs", "Severability", "Anti-Corruption Laws", "Titles", "Benefits", "Withholdings", "No Conflicts", "Positions", "Existence", "Base Salary", "Erisa", "Records", "Releases", "Duties", "Representations", "Approvals", "Entire Agreements", "Capitalization", "Insurances"], "gold": ["Insurances"]}
+{"input": "The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a \u201c Closing .\u201d The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a \u201c Closing Date .\u201d All Closings shall occur within the time periods set forth in the Private Placement Memorandum remotely via the exchange of documents and signatures.", "references": ["Tax Withholdings", "Sales", "Specific Performance", "Representations", "Fees", "General", "Compliance With Laws", "Severability", "Authorizations", "Survival", "Arbitration", "No Defaults", "Liens", "Interests", "Remedies", "Use Of Proceeds", "Brokers", "Successors", "Miscellaneous", "Payments", "No Conflicts", "Counterparts", "Records", "Notices", "Organizations", "Defined Terms", "Qualifications", "Approvals", "Powers", "Jurisdictions", "Closings"], "gold": ["Closings"]}
+{"input": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that a Party may make such an assignment or transfer without the other Party\u2019s consent (a) to its Affiliates, (b) to a Third Party in connection with the transfer or sale of all or substantially all of the business or assets of such Party to which this Agreement relates, whether by merger, consolidation, divesture, restructure, sale of stock, sale of assets or otherwise or (c) to a Third Party in connection with the transfer or sale of all or substantially all of the business or assets of such Party relating to a Licensed Product, whether by merger, consolidation, divesture, restructure, sale of stock, sale of assets or otherwise. Any successor or assignee of rights and/or obligations permitted hereunder shall, in writing to the other Party, expressly assume performance of such rights and/or obligations. Any permitted assignment shall be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 14.6 shall be null, void and of no legal effect.", "references": ["Applicable Laws", "Existence", "Severability", "Death", "Venues", "Construction", "Transactions With Affiliates", "Miscellaneous", "Positions", "Benefits", "Disability", "Vesting", "Use Of Proceeds", "Titles", "Cooperation", "Assigns", "Confidentiality", "Entire Agreements", "Agreements", "Erisa", "Authority", "Powers", "Vacations", "Costs", "Definitions", "Fees", "Counterparts", "Taxes", "General", "Consent To Jurisdiction", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Bank shall have received proof that Maker has obtained all insurance under the Mortgage.", "references": ["Non-Disparagement", "Books", "Representations", "Warranties", "Arbitration", "Survival", "Waivers", "Disability", "Consents", "Expenses", "Effectiveness", "Enforcements", "Death", "Payments", "Jurisdictions", "Assignments", "Releases", "Compliance With Laws", "Duties", "Powers", "Cooperation", "Titles", "Disclosures", "Modifications", "Effective Dates", "No Conflicts", "Transactions With Affiliates", "Consent To Jurisdiction", "Indemnity", "Further Assurances", "Insurances"], "gold": ["Insurances"]}
+{"input": "No Borrower will, without Agent\u2019s consent, compromise or adjust any material amount of the Receivables (or materially extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the business of such Borrower.", "references": ["Remedies", "General", "Consent To Jurisdiction", "Sales", "Base Salary", "Indemnity", "Representations", "Arbitration", "Entire Agreements", "Jurisdictions", "Approvals", "Taxes", "Enforcements", "Payments", "Consents", "Construction", "Effectiveness", "Survival", "Organizations", "Use Of Proceeds", "Miscellaneous", "Qualifications", "Modifications", "No Waivers", "Duties", "Employment", "Enforceability", "Death", "Severability", "Powers", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "Heska will pay Executive an annual salary of $300,000.00 as compensation for Executive\u2019s services (the \u201c Base Salary \u201d). The Base Salary will be paid periodically in accordance with Heska\u2019s normal payroll practices and will be subject to the usual, required withholdings and deductions. Executive\u2019s salary will be subject to review, and adjustments will be made at the sole discretion of the Compensation Committee of the Board (the \u201c Committee \u201d) and based upon Heska\u2019s standard practices.", "references": ["Solvency", "Change In Control", "Intellectual Property", "Forfeitures", "Tax Withholdings", "Interests", "Integration", "Subsidiaries", "Binding Effects", "Anti-Corruption Laws", "Indemnifications", "Terminations", "Headings", "Amendments", "Books", "Construction", "Confidentiality", "Financial Statements", "Capitalization", "Non-Disparagement", "Brokers", "Waivers", "Benefits", "Venues", "Terms", "Successors", "Death", "Cooperation", "Releases", "Notices", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The respective agreements, representations, warranties, indemnities and other statements of the Companies or their respective officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the Companies or any of the officers, directors, employees, agents or controlling persons referred to in Section\u00a08 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 11 hereof shall survive the termination or cancellation of this Agreement.", "references": ["Taxes", "Publicity", "Withholdings", "Vacations", "Effective Dates", "Non-Disparagement", "Employment", "Brokers", "Fees", "Vesting", "Releases", "Successors", "Definitions", "Participations", "Notices", "Interests", "Assignments", "Amendments", "Confidentiality", "Waivers", "Further Assurances", "Financial Statements", "Subsidiaries", "Anti-Corruption Laws", "Titles", "Cooperation", "Liens", "Arbitration", "Capitalization", "Severability", "Representations"], "gold": ["Representations"]}
+{"input": "This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.", "references": ["Submission To Jurisdiction", "Interpretations", "Construction", "No Conflicts", "Survival", "Venues", "Releases", "Assigns", "Fees", "Remedies", "Taxes", "Waivers", "Books", "Confidentiality", "Agreements", "Death", "Positions", "Powers", "Defined Terms", "Intellectual Property", "Transactions With Affiliates", "Insurances", "Headings", "Records", "Vacations", "Indemnity", "Effective Dates", "Adjustments", "Terminations", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Issuer shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect (as such term is defined in the Purchase Agreement) on the Issuer and its subsidiaries taken as a whole.", "references": ["Jurisdictions", "Definitions", "Anti-Corruption Laws", "Vacations", "Disclosures", "Expenses", "Approvals", "Severability", "Warranties", "Liens", "Participations", "Headings", "Assigns", "Consents", "Amendments", "Brokers", "No Waivers", "Terminations", "Governing Laws", "Representations", "Death", "Construction", "Authorizations", "Successors", "Terms", "No Defaults", "Solvency", "Agreements", "Closings", "Use Of Proceeds", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Performance Award Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.", "references": ["Insurances", "Interests", "Liens", "Assignments", "Organizations", "Authority", "Costs", "Cooperation", "Approvals", "Assigns", "Disability", "Integration", "Non-Disparagement", "Death", "Consents", "Base Salary", "Terminations", "Anti-Corruption Laws", "Specific Performance", "Erisa", "Notices", "Books", "Survival", "Waivers", "Remedies", "No Waivers", "General", "Publicity", "Counterparts", "Waiver Of Jury Trials", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "In consideration of my employment with the Company, its promise to arbitrate all employment - related disputes, and my receipt of the compensation, pay raises and other benefits paid to me by the Company, at present and in the future, I agree that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise)\u00a0arising out of, relating to, or resulting from my employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section\u00a01280 through 1294.2, including Section 1281.8 (the \u201cAct\u201d), and pursuant to California law. The Federal Arbitration Act will also apply with full force and effect, notwithstanding the application of procedural rules set forth under the Act.", "references": ["Cooperation", "Headings", "Binding Effects", "Authorizations", "Amendments", "Titles", "Successors", "Base Salary", "Defined Terms", "Powers", "Governing Laws", "Compliance With Laws", "Forfeitures", "Miscellaneous", "Tax Withholdings", "Survival", "Positions", "Erisa", "Participations", "Qualifications", "Capitalization", "Enforcements", "Benefits", "Enforceability", "Waivers", "Releases", "Employment", "Terminations", "Non-Disparagement", "Representations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Assignor hereby represents and warrants to the Assignee that (a)\u00a0as of the Assignment Date (i)\u00a0the Assignor is a Lender under the Term Loan Agreement having Loans under the Term Loan Agreement immediately prior to the Assignment Date, equal to $____________ and that the Assignor is not in default of its obligations under the Term Loan Agreement; and (ii)\u00a0the outstanding balance of Loans owing to the Assignor (without reduction by any assignments thereof which have not yet become effective) is $____________, and (b)\u00a0it is the legal and beneficial owner of the Assigned Loan which is free and clear of any adverse claim created by the Assignor.", "references": ["Definitions", "Duties", "Costs", "Agreements", "Liens", "Litigations", "Participations", "Capitalization", "Assignments", "Use Of Proceeds", "Construction", "Brokers", "Tax Withholdings", "Approvals", "Publicity", "Survival", "Indemnifications", "Expenses", "Non-Disparagement", "Financial Statements", "Warranties", "Waivers", "Effective Dates", "Authority", "Intellectual Property", "Entire Agreements", "Forfeitures", "Assigns", "Closings", "Books", "Representations"], "gold": ["Representations"]}
+{"input": "The proceeds of Revolver Loans shall be used by Borrowers solely (a)\u00a0to pay fees and transaction expenses associated with the closing of this credit facility; (b)\u00a0to pay Obligations in accordance with this Agreement (including but not limited to the restrictions set forth in Section \u00a010.3.2 of this Agreement); (c)\u00a0for lawful corporate purposes of Borrowers, including working capital and (d)\u00a0in accordance with the restrictions. Borrowers shall not, directly or indirectly, use any Letter of Credit or Loan proceeds, nor use, lend, contribute or otherwise make available any Letter of Credit or Loan proceeds to any Subsidiary, joint venture partner or other Person, (i)\u00a0to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of issuance of the Letter of Credit or funding of the Revolver Loan, is the target of any Sanction; or (ii)\u00a0in any manner that would result in a violation of a Sanction by any Person (including any Secured Party or other individual or entity participating in any transaction.", "references": ["Disability", "Severability", "Existence", "Entire Agreements", "Confidentiality", "Fees", "Interpretations", "Authorizations", "Successors", "Indemnifications", "Assignments", "Specific Performance", "Records", "Enforcements", "Effectiveness", "Anti-Corruption Laws", "Base Salary", "Adjustments", "Expenses", "Tax Withholdings", "Terms", "Vesting", "Terminations", "Amendments", "Change In Control", "No Conflicts", "Jurisdictions", "Powers", "Forfeitures", "Enforceability", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "During her employment and for a period of 6 months from and after the date Employee signs the Second Release, Employee agrees to reasonably cooperate with the Released Parties regarding any pending or subsequently filed litigation, claims or other disputes involving the Released Parties that relate to matters within the knowledge or responsibility of Employee. Without limiting the foregoing, during the foregoing cooperation period, Employee agrees (i) to meet with a Released Party\u2019s representatives, its counsel or other designees at mutually convenient times and places with respect to any items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency, or other adjudicatory body; and (iii) to provide the Company with notice of contact by any adverse party or such adverse party\u2019s representative, except as may be required by law. Following her Termination Date, the Company will use best efforts to accommodate conflicts with Employee\u2019s business or personal schedule. The Company will reimburse Employee for reasonable expenses and any forfeited compensation in connection with the cooperation described in this paragraph. This Section shall not require Employee to cooperate with the Company with respect to any charge or litigation in which Executive is a charging or complaining party as provided in Paragraph 5(c) or the final subparagraph of Paragraph 5, or any confidential investigation by a government agency in which Executive is a witness for or providing support to a charging or complaining party or requested by such government agency to maintain information in confidence.", "references": ["Disability", "Brokers", "Terms", "Headings", "Severability", "Enforceability", "Interpretations", "Costs", "Notices", "Publicity", "Expenses", "Modifications", "Books", "Miscellaneous", "No Waivers", "Approvals", "Indemnity", "Fees", "Disclosures", "Taxes", "Counterparts", "Positions", "Compliance With Laws", "Change In Control", "Amendments", "Further Assurances", "Interests", "Non-Disparagement", "Assigns", "Jurisdictions", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Except as otherwise provided for hereunder, this Agreement shall commence on the date hereof and shall remain in effect for a period of three (3) years from the date hereof (the \u201cInitial Term\u201d) or until the end of the Contract Period, whichever is later. The Initial Term shall be automatically extended for an additional one (1) year period on the anniversary date hereof (so that the Initial Term is always three (3) years) unless, prior to a Change in Control, the Board notifies the Executive in writing at any time that the Contract is not so extended, in which case the Initial Term shall end upon the later of (i) three (3) years after the date hereof, or (ii) two (2) years after the date of such written notice.", "references": ["Terminations", "Authorizations", "Authority", "Jurisdictions", "Amendments", "Costs", "Waivers", "Compliance With Laws", "Binding Effects", "Headings", "Powers", "Change In Control", "Anti-Corruption Laws", "Indemnifications", "Notices", "No Conflicts", "Titles", "Integration", "Brokers", "No Waivers", "Assignments", "Erisa", "Adjustments", "Sales", "Records", "Enforceability", "Employment", "Severability", "Entire Agreements", "Use Of Proceeds", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.", "references": ["Indemnity", "No Conflicts", "Applicable Laws", "Enforcements", "Binding Effects", "Sanctions", "Agreements", "Disclosures", "Construction", "Remedies", "Books", "Severability", "Duties", "Enforceability", "Insurances", "Terminations", "Financial Statements", "Survival", "Payments", "Interpretations", "Benefits", "Litigations", "Integration", "Positions", "Compliance With Laws", "No Defaults", "Headings", "Employment", "Adjustments", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As of the Effective Date and during the Employment Period, Employee will serve as Vice President and Chief Financial Officer of the Company.", "references": ["Benefits", "Participations", "Counterparts", "Agreements", "Closings", "Specific Performance", "Terminations", "Severability", "Consents", "Jurisdictions", "Remedies", "Duties", "Submission To Jurisdiction", "Successors", "Payments", "Death", "Forfeitures", "Enforcements", "Records", "Authorizations", "Enforceability", "Costs", "Binding Effects", "Change In Control", "Financial Statements", "Indemnifications", "Use Of Proceeds", "Venues", "Insurances", "Intellectual Property", "Positions"], "gold": ["Positions"]}
+{"input": "In addition to such other rights of indemnification as they may have as members of the Board, the members of the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any rights granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding; provided that any such Board member shall be entitled to the indemnification rights set forth in this Section 5.7 hereof only if such member has acted in good faith and in a manner that such member reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful; and provided , further , that upon the institution of any such action, suit or proceeding, a Board member shall give the Company written notice thereof and an opportunity, at its own expense, to handle and defend the same before such Board member undertakes to handle and defend it on such Board member\u2019s own behalf.", "references": ["Miscellaneous", "Sanctions", "No Defaults", "No Conflicts", "Transactions With Affiliates", "Powers", "Submission To Jurisdiction", "Disability", "Waiver Of Jury Trials", "Positions", "Arbitration", "Subsidiaries", "Qualifications", "Construction", "Death", "Integration", "Terms", "Tax Withholdings", "Solvency", "Publicity", "Defined Terms", "Effective Dates", "Indemnity", "Releases", "Existence", "Duties", "Notices", "Amendments", "Governing Laws", "Definitions", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each Party shall be entitled to seek, in addition to any other right or remedy it may have, at Law or in equity, a temporary injunction, without the posting of any bond or other security, enjoining or restraining the other Party from any violation or threatened violation of this ARTICLE 11 .", "references": ["Adjustments", "Solvency", "Approvals", "Powers", "Titles", "Confidentiality", "Effectiveness", "Submission To Jurisdiction", "Use Of Proceeds", "Withholdings", "No Conflicts", "Erisa", "Assigns", "Terms", "Counterparts", "Tax Withholdings", "Closings", "Authorizations", "Entire Agreements", "Construction", "Miscellaneous", "Effective Dates", "Base Salary", "Positions", "Employment", "Agreements", "Integration", "Fees", "Death", "Indemnifications", "Remedies"], "gold": ["Remedies"]}
+{"input": "If any provision of this Joinder or the other Loan Documents is held to be illegal, invalid or unenforceable, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Joinder and the other Loan Documents shall not be affected or impaired thereby and (b)\u00a0the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Costs", "Defined Terms", "Indemnity", "Liens", "Construction", "Counterparts", "Participations", "Closings", "No Waivers", "Benefits", "Qualifications", "Anti-Corruption Laws", "Consents", "Notices", "Fees", "Expenses", "Warranties", "Forfeitures", "Representations", "Miscellaneous", "Assigns", "Consent To Jurisdiction", "Arbitration", "Sales", "Records", "Interpretations", "Terminations", "Cooperation", "Submission To Jurisdiction", "Approvals", "Severability"], "gold": ["Severability"]}
+{"input": "EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY OTHER HOLDER OF GUARANTEED OBLIGATIONS TO BRING PROCEEDINGS AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GUARANTOR AGAINST THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY OTHER HOLDER OF GUARANTEED OBLIGATIONS OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY OTHER HOLDER OF GUARANTEED OBLIGATIONS INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN.", "references": ["Change In Control", "No Defaults", "Jurisdictions", "Non-Disparagement", "Notices", "Participations", "Remedies", "Survival", "Qualifications", "Binding Effects", "No Conflicts", "Litigations", "Indemnity", "Counterparts", "Intellectual Property", "Books", "Use Of Proceeds", "Costs", "Applicable Laws", "Modifications", "Solvency", "Vesting", "Subsidiaries", "Duties", "Defined Terms", "Specific Performance", "Consents", "Disability", "Definitions", "Records", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "Sublessee will not, without Sublessor\u2019s (and if the Master Lease so requires, Lessor\u2019s) prior written consent (to be granted or withheld in Sublessor\u2019s sole and absolute discretion) in each instance, by operation of law or otherwise, assign, mortgage or encumber this Sublease or sublease all or any part of the Sublease Premises, or permit the Sublease Premises or any part thereof to be used or occupied by others.", "references": ["Interpretations", "Organizations", "Further Assurances", "Binding Effects", "Applicable Laws", "Solvency", "No Defaults", "Definitions", "Jurisdictions", "Successors", "Submission To Jurisdiction", "Interests", "Modifications", "Survival", "Employment", "Enforcements", "Anti-Corruption Laws", "Notices", "Brokers", "Remedies", "Counterparts", "Payments", "Assigns", "Withholdings", "Transactions With Affiliates", "Consents", "Titles", "Erisa", "Use Of Proceeds", "Death", "Assignments"], "gold": ["Assignments"]}
+{"input": "Neither Party shall issue any publicity, news release, or other announcement regarding this Agreement, the terms of this Agreement or the relationship or activities of the Parties thereunder, written or oral, whether to the public press, the trade, its customers, or the other Party\u2019s customers without the other Party\u2019s prior written consent; provided, however, either Party may issue such publicity, news release, or other announcement regarding this Agreement, the terms of this Agreement or the relationship or activities of the Parties thereunder, written or oral, as required by Applicable Laws and Regulations.", "references": ["Intellectual Property", "Construction", "Miscellaneous", "Warranties", "Approvals", "Vesting", "Anti-Corruption Laws", "Base Salary", "Waivers", "Erisa", "Titles", "Death", "Consent To Jurisdiction", "Use Of Proceeds", "Binding Effects", "Solvency", "Governing Laws", "Enforceability", "Specific Performance", "Litigations", "Interpretations", "Non-Disparagement", "Costs", "Indemnity", "Effectiveness", "Participations", "Existence", "Duties", "Remedies", "No Waivers", "Publicity"], "gold": ["Publicity"]}
+{"input": "(a) \u00a0\u00a0Each of the parties irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party hereto or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section\u00a09.02. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.", "references": ["Costs", "Enforceability", "Amendments", "Positions", "General", "Indemnifications", "Subsidiaries", "Capitalization", "Vesting", "Enforcements", "Terminations", "Consents", "Records", "Modifications", "Forfeitures", "Sales", "Closings", "Headings", "Authority", "Warranties", "Interpretations", "Successors", "Financial Statements", "No Waivers", "Intellectual Property", "Venues", "Erisa", "Indemnity", "Specific Performance", "Publicity", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "All amounts that are not paid by Company when due will accrue interest from the date due until paid at a rate equal to [***] per month (or the maximum allowed by law, if less). The payment of such interest shall not foreclose University from exercising any other rights it may have as a consequence of the lateness of any payment.", "references": ["Enforcements", "Agreements", "Waivers", "Modifications", "Litigations", "Withholdings", "Headings", "No Defaults", "Confidentiality", "Use Of Proceeds", "Taxes", "Indemnifications", "Assigns", "Base Salary", "Vesting", "Remedies", "Solvency", "Intellectual Property", "Brokers", "Anti-Corruption Laws", "Duties", "Organizations", "Positions", "Releases", "Terminations", "Sanctions", "Construction", "Interpretations", "Closings", "Titles", "Interests"], "gold": ["Interests"]}
+{"input": "The Company shall not create or permit to exist any Liens or security interests with respect to any assets constituting Collateral, whether now owned or hereafter acquired and owned, except for Liens described in clauses (i) through (iv) of the definition of Permitted Liens.", "references": ["Further Assurances", "Waivers", "Submission To Jurisdiction", "Vacations", "Existence", "Interests", "Change In Control", "Jurisdictions", "Agreements", "Brokers", "Consent To Jurisdiction", "Closings", "Consents", "Releases", "Interpretations", "Applicable Laws", "Books", "Remedies", "Assignments", "Titles", "Defined Terms", "Headings", "Waiver Of Jury Trials", "Effectiveness", "No Conflicts", "Miscellaneous", "Employment", "Litigations", "Terminations", "General", "Liens"], "gold": ["Liens"]}
+{"input": "Each Loan Party has duly complied, and its Properties, business operations and leaseholds are in compliance with, the provisions of all federal, state and local laws, rules and regulations applicable to such Borrower, its Properties or the conduct of its business, except for any such non-compliance that would not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of noncompliance with any applicable laws issued by any Governmental Authority to any Loan Party under any such law, rule or regulation, except for any such citations, notices or orders in respect of noncompliance the failure to comply with which would not reasonably be expected to have a Material Adverse Effect.", "references": ["Organizations", "Cooperation", "Sales", "Powers", "Agreements", "Subsidiaries", "Adjustments", "Sanctions", "Existence", "Qualifications", "No Waivers", "Confidentiality", "Use Of Proceeds", "Submission To Jurisdiction", "Payments", "Amendments", "Change In Control", "Survival", "Notices", "Applicable Laws", "Consents", "Authorizations", "Intellectual Property", "Enforceability", "Taxes", "Severability", "Authority", "No Conflicts", "Closings", "Non-Disparagement", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "None of the representations or warranties made by any Credit Party herein or in any Financing Agreement to which such Credit Party is a party and no other written information provided by the Credit Parties or their respective representatives to the Lender contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Borrower has disclosed to the Lender all facts of which the Borrower has knowledge which at any time hereafter might result in a Material Adverse Effect.", "references": ["Construction", "Financial Statements", "Withholdings", "Positions", "No Conflicts", "Effectiveness", "Waivers", "Headings", "Remedies", "Confidentiality", "Erisa", "Duties", "Existence", "Assignments", "Books", "Enforceability", "Further Assurances", "Vesting", "Approvals", "Participations", "Payments", "Indemnifications", "Expenses", "Anti-Corruption Laws", "Powers", "Miscellaneous", "Capitalization", "Submission To Jurisdiction", "General", "Fees", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Parties agree that there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. The Company and RB each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder\u2019s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.", "references": ["Death", "Entire Agreements", "Further Assurances", "Solvency", "Positions", "Confidentiality", "Jurisdictions", "Compliance With Laws", "Costs", "Anti-Corruption Laws", "Definitions", "Fees", "Liens", "Employment", "Consents", "Organizations", "Taxes", "Records", "Severability", "Transactions With Affiliates", "Applicable Laws", "Publicity", "Forfeitures", "Non-Disparagement", "Terms", "Use Of Proceeds", "Amendments", "Base Salary", "Warranties", "Indemnifications", "Brokers"], "gold": ["Brokers"]}
+{"input": "The consummation of the purchase and sale of the Common Stock and the other transactions contemplated by this Agreement (the \" Closing \") shall take place at the offices of Kirkland\u00a0& Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654 on the date hereof (the \" Closing Date \"). At the Closing, the Company shall deliver to the Investor the book-entry interest representing that number of shares of Common Stock set forth in Section 2 in exchange for payment of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company in advance of the Closing Date.", "references": ["Waivers", "Anti-Corruption Laws", "Enforcements", "Governing Laws", "Qualifications", "Terminations", "Interpretations", "Withholdings", "Effective Dates", "Change In Control", "No Defaults", "Intellectual Property", "Consents", "Compliance With Laws", "Vesting", "Assignments", "Liens", "Fees", "Employment", "Duties", "Sanctions", "Subsidiaries", "Construction", "Disability", "Positions", "Modifications", "Cooperation", "Amendments", "Waiver Of Jury Trials", "Assigns", "Closings"], "gold": ["Closings"]}
+{"input": "All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one (1) Business Day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five (5) Business Days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed to the Company at Full House Resorts, Inc., One Summerlin, 1980 Festival Plaza Dr., Suite 680, Las Vegas, Nevada 89135, Attn: Lewis Fanger, Chief Financial Officer with a copy to Brownstein Hyatt Farber Schreck, LLP, 410 Seventeenth Street, Suite 2200, Denver, CO 80202, Attn: Mark Oveson, facsimile number 303-223-1111, and as to the Purchasers at the address and facsimile number set forth in Schedule 7.3 . Any party hereto from time to time may change its address, facsimile number, or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto. The Purchasers and the Company may each agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications.", "references": ["Modifications", "Adjustments", "Withholdings", "Vacations", "Consents", "No Conflicts", "Disclosures", "Defined Terms", "Amendments", "Terms", "Effectiveness", "Disability", "Liens", "Books", "Consent To Jurisdiction", "Benefits", "Severability", "Assignments", "Existence", "No Waivers", "Counterparts", "Remedies", "Vesting", "Death", "Enforcements", "Solvency", "Forfeitures", "Cooperation", "Change In Control", "Records", "Notices"], "gold": ["Notices"]}
+{"input": "(a) Headings . Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.", "references": ["Survival", "Interests", "Releases", "Terminations", "Notices", "Disability", "Solvency", "Assigns", "Forfeitures", "Brokers", "Adjustments", "Fees", "Representations", "Severability", "Benefits", "Base Salary", "Indemnifications", "Consents", "Duties", "Enforceability", "Waivers", "Books", "Cooperation", "Publicity", "Transactions With Affiliates", "Vesting", "Entire Agreements", "Participations", "Consent To Jurisdiction", "Payments", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by either the Purchaser, on the one hand, or the Acquired Company or the Seller, on the other hand, without the prior written consent of the other party.", "references": ["Agreements", "Records", "Transactions With Affiliates", "Terminations", "Authority", "Financial Statements", "Sales", "Enforcements", "Erisa", "Approvals", "Qualifications", "Indemnity", "Expenses", "Withholdings", "Payments", "Remedies", "Miscellaneous", "Specific Performance", "Applicable Laws", "Change In Control", "Organizations", "Use Of Proceeds", "Disability", "Effective Dates", "Benefits", "Definitions", "Brokers", "Headings", "Base Salary", "Non-Disparagement", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.", "references": ["Assigns", "Records", "Disclosures", "Integration", "Financial Statements", "Taxes", "Enforcements", "Waivers", "No Waivers", "Costs", "No Defaults", "Erisa", "Warranties", "Survival", "Benefits", "Confidentiality", "Further Assurances", "Authority", "Agreements", "Disability", "Brokers", "Assignments", "Definitions", "Remedies", "Effectiveness", "Existence", "Enforceability", "Solvency", "Notices", "Payments", "Amendments"], "gold": ["Amendments"]}
+{"input": "The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of the State of Delaware without reference to principles of conflict of law, except to the extent pre-empted by Federal law.", "references": ["Applicable Laws", "Confidentiality", "Further Assurances", "Litigations", "Representations", "Headings", "Insurances", "Records", "Specific Performance", "Authority", "Agreements", "Consent To Jurisdiction", "Terminations", "Organizations", "Integration", "Tax Withholdings", "No Conflicts", "Expenses", "Payments", "Severability", "Effective Dates", "Capitalization", "Arbitration", "Liens", "Waivers", "Disclosures", "Indemnifications", "Interpretations", "Amendments", "No Waivers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Administrative Agent shall have received evidence of insurance coverage with respect to each Additional Loan Party in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section\u00a05.10 of the Additional Amendments Credit Agreement and Section\u00a04.12 of the Security Agreement.", "references": ["Counterparts", "Participations", "Modifications", "Authority", "Binding Effects", "Indemnity", "Financial Statements", "Benefits", "Taxes", "Headings", "Remedies", "Change In Control", "Sanctions", "Integration", "Base Salary", "Terms", "Indemnifications", "Miscellaneous", "Assigns", "Anti-Corruption Laws", "Powers", "Publicity", "Litigations", "Construction", "Liens", "Disclosures", "Disability", "Entire Agreements", "Authorizations", "Notices", "Insurances"], "gold": ["Insurances"]}
+{"input": "No provision of this Agreement or any document or instrument relating to the Agreement, may be amended, modified, supplemented, changed, waived, discharged, or terminated, unless the parties hereto consent thereto in writing.", "references": ["Death", "Miscellaneous", "Disability", "Brokers", "Taxes", "No Defaults", "Transactions With Affiliates", "Tax Withholdings", "Defined Terms", "Further Assurances", "Severability", "Cooperation", "Vesting", "Subsidiaries", "Survival", "Construction", "Books", "Entire Agreements", "Enforcements", "Counterparts", "Waiver Of Jury Trials", "Authorizations", "Effective Dates", "Consent To Jurisdiction", "Specific Performance", "Costs", "Approvals", "Authority", "Successors", "Vacations", "Amendments"], "gold": ["Amendments"]}
+{"input": "Unless otherwise specified by Publisher pursuant to advance written notice to SIE, each SIE Company will provide all reporting required pursuant to this Section 15, and make all payments due and payable to Publisher pursuant to this Section 15, in accordance with Schedule 2.", "references": ["Releases", "Withholdings", "Governing Laws", "Erisa", "Authorizations", "Adjustments", "Vesting", "Indemnifications", "Successors", "Integration", "Indemnity", "Effectiveness", "Closings", "Modifications", "Forfeitures", "Disclosures", "Disability", "Insurances", "Brokers", "Specific Performance", "Waiver Of Jury Trials", "Assignments", "Existence", "Representations", "Entire Agreements", "Authority", "Books", "Interests", "Binding Effects", "Base Salary", "Payments"], "gold": ["Payments"]}
+{"input": "Upon the occurrence of an Event of Default, the Administrative Agent may exercise all rights of a secured party under the UCC and other applicable law (including without limitation such rights under the UCC or other applicable law authorizing the taking of self-help remedies by an Administrative Agent in protecting its rights in, to and under collateral) and, in addition, the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw or otherwise direct the disposition of all cash in any deposit account and apply such cash and other cash, if any, then held by it as Collateral against the Secured Obligations or (ii)\u00a0sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Administrative Agent may deem satisfactory. The Administrative Agent or the Lenders or any Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Grantor will execute and deliver such documents and take such other action as the Administrative Agent deems reasonably necessary in order that any such sale may be made in compliance with law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Grantor which may be waived, and the Grantor, to the extent permitted by law, hereby specifically waives all rights of redempti on, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The Grantor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes \u201creasonable notification\u201d within the meaning of Section 9-612 of the UCC (or, if applicable, the comparable section of the UCC under the laws of another jurisdiction), except that shorter or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1)\u00a0in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels or portions, as the Administrative Agent may determine. The Administrative Agent shall not be obligated to make any such sale pursuant to any such notice. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Administrative Agent may specifically modify or disclaim, in its sole discretion, any warranties or the like as to any Collateral and this procedure shall not be considered adversely to affect the commercial reasonableness of any such sale. The Administrative Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. Leasing and licensing of Collateral by the Administrative Agent to third Persons are types of sales permitted hereunder.", "references": ["Entire Agreements", "Binding Effects", "Defined Terms", "Arbitration", "Disclosures", "Releases", "Interpretations", "Submission To Jurisdiction", "Costs", "Consents", "Terminations", "General", "Amendments", "Organizations", "Erisa", "Adjustments", "Assignments", "Counterparts", "Use Of Proceeds", "Waiver Of Jury Trials", "Effective Dates", "Expenses", "Severability", "Capitalization", "Authority", "Change In Control", "Insurances", "Qualifications", "Titles", "Financial Statements", "Sales"], "gold": ["Sales"]}
+{"input": "The Administrative Agent shall have received a solvency certificate of the Borrower signed by a Financial Officer dated as of the Effective Date.", "references": ["Amendments", "Transactions With Affiliates", "Approvals", "Consent To Jurisdiction", "Submission To Jurisdiction", "Sales", "Severability", "Duties", "Positions", "Adjustments", "Applicable Laws", "Intellectual Property", "Taxes", "Compliance With Laws", "Assigns", "Use Of Proceeds", "Interests", "Disclosures", "Closings", "Costs", "Existence", "Terms", "Defined Terms", "Miscellaneous", "Arbitration", "Modifications", "Vacations", "Participations", "Qualifications", "Indemnity", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Award Agreement may not be amended except by a written agreement signed by both parties.", "references": ["Payments", "Titles", "Authorizations", "Participations", "Notices", "Sales", "Interpretations", "Successors", "Liens", "Subsidiaries", "Records", "Approvals", "Disclosures", "Further Assurances", "Headings", "Governing Laws", "Transactions With Affiliates", "Waivers", "Effectiveness", "Terminations", "Consents", "Organizations", "Specific Performance", "Financial Statements", "Fees", "No Conflicts", "Waiver Of Jury Trials", "Releases", "Disability", "Publicity", "Amendments"], "gold": ["Amendments"]}
+{"input": "The proceeds of the Loans will be used only for general corporate purposes of the Borrowers and their Subsidiaries, including for investments, acquisitions and capital expenditures (in each case to the extent not otherwise prohibited by the terms of this Agreement). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be requested only for general corporate purposes. No Borrower will request any Loan or LC Disbursement, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents (in their respective capacities as such) shall not use, directly or, to the knowledge of any Borrower, indirectly, the proceeds of any Loan or Letter of Credit (A)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or Sanctioned Entity in violation of any Sanctions, or (C)\u00a0in any other manner that would violate any Sanctions or Anti-Corruption Laws applicable to any party hereto.", "references": ["Further Assurances", "Integration", "Authority", "Liens", "Vacations", "Duties", "Cooperation", "Change In Control", "Forfeitures", "Insurances", "Withholdings", "Modifications", "Enforcements", "Survival", "Compliance With Laws", "Tax Withholdings", "Subsidiaries", "Authorizations", "Titles", "Representations", "Terminations", "Erisa", "Waiver Of Jury Trials", "Indemnity", "Consents", "Qualifications", "Agreements", "Jurisdictions", "Indemnifications", "Consent To Jurisdiction", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Lender, any LC Issuer or the Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Advances, Facility LCs and obligations outstanding under the corresponding facilities described herein, without any further action by any Person except as set forth below.", "references": ["Governing Laws", "Transactions With Affiliates", "Successors", "Remedies", "Representations", "Duties", "Employment", "Erisa", "Payments", "Participations", "Severability", "Consent To Jurisdiction", "Disclosures", "Taxes", "Forfeitures", "Expenses", "Counterparts", "Sanctions", "Insurances", "Subsidiaries", "Venues", "Fees", "Liens", "Authority", "Submission To Jurisdiction", "Costs", "Binding Effects", "Indemnifications", "Records", "Effectiveness", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any action taken or decision made by the Company, the Board or the Committee arising out of or in connection with the construction, administration, interpretation or effect of any provision of the Plan or this Award Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. By receipt of the Restricted Equivalents or other benefit under the Plan, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan or this Award Agreement by the Company, the Board or the Committee.", "references": ["Change In Control", "Adjustments", "No Waivers", "Specific Performance", "Vacations", "Assigns", "Capitalization", "Payments", "Severability", "Further Assurances", "Tax Withholdings", "Entire Agreements", "Disability", "Survival", "Subsidiaries", "Titles", "Effective Dates", "Definitions", "Authorizations", "Interests", "Publicity", "Participations", "Records", "Successors", "Terms", "Counterparts", "Solvency", "Binding Effects", "Fees", "Erisa", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Plan may be abandoned or terminated at any time by the Compensation Committee or the Board. The Compensation Committee, at any time prior to the termination of the Plan, may make such changes and additions to the Plan as the Compensation Committee shall deem advisable; provided, however, that except as provided in Section 17 hereof, the Compensation Committee may not, without approval of the Company\u2019s stockholders, increase the maximum number of shares issuable under the Plan or modify the eligibility requirements for participation in the Plan. No termination or amendment of the Plan may, without consent of the holder of a right to purchase then outstanding, terminate or materially and adversely affect the Participant\u2019s rights under the Plan.", "references": ["Base Salary", "Erisa", "Enforcements", "Insurances", "Anti-Corruption Laws", "Non-Disparagement", "Enforceability", "Authority", "Employment", "Closings", "Sanctions", "Defined Terms", "Death", "Expenses", "Arbitration", "Submission To Jurisdiction", "Approvals", "Vacations", "Litigations", "Intellectual Property", "Terms", "Definitions", "Duties", "Financial Statements", "Capitalization", "Withholdings", "Applicable Laws", "Interests", "Positions", "Specific Performance", "Terminations"], "gold": ["Terminations"]}
+{"input": "Sections 8.5 ( Interpretation; Headings ), 8.6 ( Severability ), 8.7 ( Entire Agreement; Amendments ), 8.13 ( Waiver ), 8.8 ( Assignment; No Third Party Beneficiaries ), 8.10 ( Governing Law; Consent to Jurisdiction; Waiver of Jury Trial ) and 8.11 ( Counterparts ) of the Investor Rights Agreement are hereby incorporated into this Amendment mutatis mutandis as if set forth in full herein.", "references": ["Effective Dates", "No Defaults", "Publicity", "Non-Disparagement", "Severability", "Enforceability", "Existence", "Assignments", "Death", "Taxes", "Approvals", "Employment", "Consents", "Warranties", "Records", "Tax Withholdings", "Base Salary", "Assigns", "Books", "Sanctions", "Representations", "Further Assurances", "Defined Terms", "Authority", "Fees", "No Waivers", "Cooperation", "Interpretations", "Liens", "Titles", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general Law.", "references": ["Construction", "Withholdings", "Governing Laws", "Insurances", "Taxes", "Qualifications", "No Waivers", "Terms", "Vesting", "Base Salary", "Consent To Jurisdiction", "Non-Disparagement", "Entire Agreements", "No Conflicts", "Submission To Jurisdiction", "Approvals", "Warranties", "Applicable Laws", "Existence", "Powers", "Change In Control", "Financial Statements", "Duties", "Costs", "Defined Terms", "Interests", "Indemnifications", "Tax Withholdings", "Venues", "Headings", "Remedies"], "gold": ["Remedies"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of (a)\u00a0250,000,000 shares of Common Stock, 71,912,498 shares of which are issued and outstanding as of the date hereof, and (b)\u00a05,000,000 shares of Preferred Stock, $0.0001 par value per share, of which 0 shares of Series A Convertible Preferred Stock, 6,376.2787 shares of Series B Convertible Preferred Stock, 0 shares of Series C Convertible Preferred Stock and 8,279.99498 shares of Series D Convertible Preferred Stock are issued and outstanding as of the date hereof. All subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company issued and outstanding as of the date hereof, or contracts, commitments, understandings, or arrangements by which the Company or any of its subsidiaries is or may be obligated to issue shares of capital stock, or securities or rights convertible or exchangeable for shares of capital stock, are as set forth in the SEC Documents. Taking into account all rights and agreements described in the immediately preceding sentence and any applicable anti-dilution provisions in any such agreement, immediately after the Closing and after giving effect to the consummation of this offering of the Securities, (i) there will be 73,556,489 shares of Common Stock issued and outstanding (without taking into account any conversion, exchange or exercise of (x) any Common Stock Equivalents outstanding as of the date hereof or (y) any shares of Series B Convertible Preferred Stock or Series D Convertible Preferred Stock occurring after the date hereof), (ii) there will be a maximum of 50,151,020 shares of Common Stock issuable upon conversion, exchange or exercise of all outstanding securities of the Company (including, without limitation, all Common Stock Equivalents) that are convertible into, exercisable or exchangeable for, settled in, or may be paid or repaid with, shares of Common Stock, (iii) on an \u201cissued and outstanding\u201d basis, the Purchaser will own 14.0% of the voting power of the Company and (iv) on a \u201cfully diluted and as converted\u201d basis (which shall include all convertible securities and rights to acquire equity securities, regardless of the \u201cstrike price\u201d or voting rights thereof), the Purchaser will own at least 19.0% of the stock of the Company. The issued and outstanding shares of the Company\u2019s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in Section\u00a03.1(m) of the Disclosure Schedules, no holder of the Company\u2019s capital stock is entitled to preemptive or similar rights. Except as set forth in Section 3.1(m) of the Disclosure Schedules, there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of the Company issued and outstanding. Except as Previously Disclosed, there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. The Company will not issue any \u201canti-dilution\u201d warrants or similar protections or securities to any Person in the five year period following the date of this Agreement.", "references": ["Base Salary", "Integration", "Adjustments", "Insurances", "Payments", "Remedies", "Qualifications", "Intellectual Property", "Effectiveness", "Duties", "Authority", "Applicable Laws", "Assigns", "Approvals", "Litigations", "Waiver Of Jury Trials", "Disclosures", "Books", "Miscellaneous", "No Conflicts", "Publicity", "Disability", "Vesting", "Assignments", "Costs", "No Defaults", "Withholdings", "Agreements", "Titles", "Indemnity", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Each Party agrees to pay, without right of reimbursement from the other Parties, all costs and expenses incurred by it incident to without limitation, the process leading to the execution of this Agreement, the negotiations and preparations of this Agreement and the performance of its obligations hereunder, including, without limitation, the fees of and disbursements to counsel, accountants, financial advisors, experts and consultants employed by the respective Party in connection with the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated.", "references": ["Consent To Jurisdiction", "Headings", "Base Salary", "Releases", "Liens", "Enforceability", "Positions", "Interests", "Confidentiality", "Enforcements", "Disclosures", "Warranties", "Waivers", "Sanctions", "Integration", "Miscellaneous", "Solvency", "Binding Effects", "Death", "Terminations", "Definitions", "Qualifications", "Books", "Disability", "Governing Laws", "Further Assurances", "Indemnity", "Defined Terms", "Duties", "Amendments", "Expenses"], "gold": ["Expenses"]}
+{"input": "Neither party shall disparage the other party or any of his or its current or former officers, directors, employees, customers or potential customers, the general public, vendors or any other person. For the purposes of this paragraph, disparagement shall include, without limitation, any statement denigrating the Executive or the products or services of the Company and its affiliates, criticizing the financial status or management of the Executive, the Company or their affiliates, or criticizing the customers or vendors or vendors of the Executive, the Company or their affiliates. Neither party shall make any willfully false statements to any person about other party or any of his or its current or former officers, directors, employees, customers or potential customers, vendors or the professional abilities of same. Nothing in this paragraph shall prohibit either party from making any statement as may be required for any legitimate law enforcement purpose or in response to a valid subpoena or court order.", "references": ["Expenses", "Successors", "Records", "Brokers", "Powers", "Qualifications", "Integration", "Interpretations", "No Conflicts", "Vacations", "Base Salary", "Death", "Financial Statements", "Indemnity", "Existence", "Payments", "Anti-Corruption Laws", "Miscellaneous", "Entire Agreements", "Consent To Jurisdiction", "Representations", "Enforceability", "Consents", "Intellectual Property", "Authorizations", "Disclosures", "Subsidiaries", "Tax Withholdings", "No Defaults", "Litigations", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state or federal courts located in New York City, New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Company and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.", "references": ["Terms", "Remedies", "Indemnity", "Integration", "Transactions With Affiliates", "Effective Dates", "Books", "Submission To Jurisdiction", "Benefits", "Publicity", "Non-Disparagement", "Adjustments", "Indemnifications", "No Waivers", "Disability", "Headings", "No Conflicts", "Withholdings", "Anti-Corruption Laws", "Litigations", "General", "Specific Performance", "No Defaults", "Construction", "Change In Control", "Powers", "Severability", "Binding Effects", "Solvency", "Brokers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as set forth in Schedule 3.1(d) , there are no Proceedings pending or, to the Knowledge of such Seller, threatened against or affecting such Seller or any of their properties, assets, rights, or Business in any court or before or by any Governmental Body that could, if adversely determined (or, in the case of an investigation, could lead to any Proceeding that could, if adversely determined), reasonably be expected to materially impair such Seller\u2019s ability to perform their obligations under this Agreement or to have a Material Adverse Effect on the Company; and such Seller has not received any currently effective notice of any default; and such Seller is not in default, under any applicable Order of any Governmental Body that could reasonably be expected to impair such Seller\u2019s ability to perform its obligations under this Agreement or to have a Material Adverse Effect on the Company.", "references": ["Indemnity", "Taxes", "Construction", "Liens", "Successors", "Survival", "Intellectual Property", "Counterparts", "Integration", "Authority", "Agreements", "Change In Control", "Subsidiaries", "Enforcements", "Remedies", "Participations", "Forfeitures", "Non-Disparagement", "Compliance With Laws", "Sales", "Sanctions", "Approvals", "Existence", "Applicable Laws", "No Waivers", "Vacations", "Qualifications", "Powers", "Interpretations", "Arbitration", "Litigations"], "gold": ["Litigations"]}
+{"input": "(a)\u00a0Each of the Lenders and the L/C Issuers hereby irrevocably appoints Royal Bank to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than Sections 9.07 and 9.09 ) are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.", "references": ["Consent To Jurisdiction", "Definitions", "Construction", "Waivers", "Costs", "Confidentiality", "Miscellaneous", "Powers", "Vacations", "Defined Terms", "Expenses", "Jurisdictions", "Benefits", "Effective Dates", "Submission To Jurisdiction", "Severability", "Authorizations", "No Waivers", "Compliance With Laws", "Applicable Laws", "Positions", "Notices", "Integration", "No Conflicts", "Publicity", "Books", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Employment", "Terms", "Authority"], "gold": ["Authority"]}
+{"input": "THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION.", "references": ["Compliance With Laws", "Enforceability", "Modifications", "Indemnifications", "Notices", "Non-Disparagement", "Assignments", "Miscellaneous", "Liens", "Entire Agreements", "No Waivers", "Benefits", "Cooperation", "Books", "Transactions With Affiliates", "Records", "Litigations", "Employment", "Fees", "Representations", "Consents", "No Conflicts", "Costs", "Tax Withholdings", "Further Assurances", "Erisa", "Disclosures", "Payments", "Vacations", "Amendments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Committee shall specify the manner of adjustment of any performance objectives to the extent necessary to prevent dilution or enlargement of any award as a result of extraordinary events or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual or nonrecurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; noncash items, such as amortization, depreciation or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets or other similar corporate transaction. Any adjustment to performance objectives pursuant to this Section 14(c) shall be done in accordance with Code Section 162(m).", "references": ["Sales", "Payments", "Headings", "Interpretations", "Integration", "Notices", "Costs", "Terminations", "Books", "Authority", "Applicable Laws", "Records", "Erisa", "Insurances", "Miscellaneous", "Brokers", "Releases", "Titles", "Jurisdictions", "Capitalization", "Participations", "Existence", "Amendments", "Indemnity", "Closings", "Vacations", "Indemnifications", "No Conflicts", "Fees", "Confidentiality", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A)\u00a0reasonable fees, costs and expenses (including reasonable fees of attorneys and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B)\u00a0reasonable fees, costs and expenses (including reasonable fees of attorneys and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C)\u00a0reasonable fees, costs and expenses (including reasonable attorneys\u2019 fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; (D)\u00a0reasonable fees, costs and expenses (including reasonable fees of attorneys and other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Notes or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a \u201cworkout\u201d or in connection with any insolvency or bankruptcy proceedings or otherwise; and (E)\u00a0any other Administrative Fees. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.", "references": ["Use Of Proceeds", "Applicable Laws", "Sanctions", "Titles", "Sales", "Compliance With Laws", "Disability", "Notices", "Solvency", "Amendments", "Vesting", "Organizations", "Participations", "Brokers", "Arbitration", "Terms", "Withholdings", "Financial Statements", "Approvals", "Capitalization", "No Defaults", "Entire Agreements", "Effectiveness", "Definitions", "Specific Performance", "Books", "Publicity", "Releases", "Litigations", "Disclosures", "Expenses"], "gold": ["Expenses"]}
+{"input": "Upon giving effect to the making of the Loans, the execution and delivery of the Loan Documents by Borrower and each Guarantor and the consummation of the transactions contemplated hereby and thereby, no Restricted Person will be Insolvent.", "references": ["Enforcements", "Approvals", "No Defaults", "Books", "Transactions With Affiliates", "Releases", "Litigations", "Interpretations", "Cooperation", "Successors", "Assignments", "Fees", "No Waivers", "Interests", "Vacations", "Terms", "Use Of Proceeds", "Construction", "Insurances", "Subsidiaries", "Waiver Of Jury Trials", "Effective Dates", "Further Assurances", "Survival", "Liens", "Defined Terms", "Modifications", "Effectiveness", "Powers", "Expenses", "Solvency"], "gold": ["Solvency"]}
+{"input": "During the Employment Term, Executive hereby consents to any and all reasonable and customary uses and displays, by Company and its agents, representatives and licensees, of Executive\u2019s name, voice, likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during the period of Executive\u2019s employment by Company, for all legitimate commercial and business purposes of Company (\u201c Permitted Uses \u201d), without royalty, payment or other compensation to Executive.", "references": ["Vacations", "Integration", "Positions", "Consents", "Change In Control", "Waiver Of Jury Trials", "Vesting", "Withholdings", "Capitalization", "No Defaults", "No Conflicts", "Interests", "Forfeitures", "Employment", "Payments", "Definitions", "Expenses", "Adjustments", "Duties", "Insurances", "Use Of Proceeds", "Sales", "Effectiveness", "Death", "Further Assurances", "Approvals", "Effective Dates", "Costs", "Authorizations", "Assignments", "Publicity"], "gold": ["Publicity"]}
+{"input": "This Amendment has been duly executed and delivered by such Borrower and constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws.", "references": ["Enforcements", "Base Salary", "Defined Terms", "Authorizations", "Costs", "Jurisdictions", "Positions", "Litigations", "Powers", "No Waivers", "Disclosures", "Subsidiaries", "Integration", "Consent To Jurisdiction", "Specific Performance", "Terms", "Sanctions", "Compliance With Laws", "Definitions", "Arbitration", "Duties", "Publicity", "Severability", "Closings", "Financial Statements", "Death", "Approvals", "Disability", "Cooperation", "Insurances", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement amends, restates and supersedes the Original Equity Contribution Agreement in its entirety.", "references": ["No Defaults", "Sanctions", "Sales", "Waivers", "Death", "Submission To Jurisdiction", "Agreements", "Binding Effects", "Insurances", "Financial Statements", "Employment", "Counterparts", "Consent To Jurisdiction", "Erisa", "Participations", "Forfeitures", "Solvency", "Terms", "Enforcements", "Publicity", "Survival", "Further Assurances", "Subsidiaries", "Qualifications", "Brokers", "Assigns", "Consents", "Successors", "Records", "Notices", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Committee has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 6 or otherwise .\u00a0Any interpretations of the Plan or this Agreement by the Committee and any decisions made by it under the Plan or this Agreement are final a nd binding on the Participant and all other persons. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.", "references": ["Duties", "Venues", "Publicity", "Adjustments", "Insurances", "Titles", "Modifications", "Non-Disparagement", "Effective Dates", "Successors", "Disability", "Litigations", "Specific Performance", "No Conflicts", "Indemnifications", "Consents", "Amendments", "Agreements", "Organizations", "Releases", "Further Assurances", "Waiver Of Jury Trials", "Effectiveness", "Approvals", "Assignments", "Governing Laws", "Miscellaneous", "Benefits", "Warranties", "Authorizations", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "If any term, condition, or provision of this Agreement or the application thereof to any party or circumstances shall, at any time or to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, condition or provision to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term, condition and provision of their Agreement shall be valid and enforceable to the fullest extent permitted by law.", "references": ["Death", "Defined Terms", "Consents", "Publicity", "Financial Statements", "No Defaults", "Liens", "Waiver Of Jury Trials", "Interests", "Arbitration", "Organizations", "Definitions", "Base Salary", "Terms", "Authorizations", "Anti-Corruption Laws", "Remedies", "Waivers", "Amendments", "Governing Laws", "General", "Capitalization", "Specific Performance", "Consent To Jurisdiction", "Taxes", "Adjustments", "Headings", "Brokers", "Jurisdictions", "Interpretations", "Severability"], "gold": ["Severability"]}
+{"input": "In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement arising out of or involving a claim or demand made by any third-party (a \u201c Third-Party Claim \u201d), the Indemnified Party must provide an Indemnification Notice to the Indemnifying Party relating to the Third-Party Claim reasonably promptly after the Indemnified Party\u2019s receipt of notice of the Third-Party Claim, but in no event more than thirty (30) days after being served with any summons, complaint or similar legal process; provided, however , failure to give timely notice shall not release the Indemnifying Party of its obligations hereunder except if, and only to the extent that, the Indemnifying Party suffers actual prejudice as a proximate result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within twenty (20) days after the Indemnified Party\u2019s receipt thereof, copies of all notices, correspondence and documents, including all court papers, received or delivered by the Indemnified Party relating to the Third-Party Claim.", "references": ["Integration", "Financial Statements", "Severability", "Terms", "Counterparts", "Change In Control", "Consents", "No Conflicts", "No Waivers", "Assigns", "Enforceability", "Sales", "Approvals", "Indemnifications", "Compliance With Laws", "Agreements", "Assignments", "Releases", "Entire Agreements", "Brokers", "Existence", "Taxes", "Jurisdictions", "Remedies", "Publicity", "Insurances", "Representations", "Cooperation", "Construction", "Non-Disparagement", "Notices"], "gold": ["Notices"]}
+{"input": "One or more of the following events shall have occurred that, when taken together with all other such events that have occurred, could reasonably be expected to have a Material Adverse Effect: (i)\u00a0any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section\u00a0412 or 430 of the Code or Section\u00a0302 or 303 of ERISA, (ii)\u00a0the termination of any Plan occurs or a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under Section\u00a04042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified any Group Member or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii)\u00a0there is any aggregate \u201camount of unfunded benefit liabilities\u201d (within the meaning of Section\u00a04001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, (iv)\u00a0any Group Member or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA (other than to make contributions on a timely basis to satisfy the minimum funding standards of ERISA or to pay required premiums on a timely basis to the PBGC) or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v)\u00a0any Group Member or any ERISA Affiliate fails to make required contributions to or withdraws from any Multiemployer Plan or receives notice that a Multiemployer Plan is, or is expected to be, in \u201ccritical\u201d or \u201cendangered\u201d status within the meaning of Section\u00a0432 of the Code or Section\u00a0305 of ERISA, (vi)\u00a0any Group Member establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of any Group Member thereunder, (vii)\u00a0any Plan is in \u201cat-risk\u201d status (as defined in Section\u00a0303(i)(4) of ERISA or Section\u00a0430(i)(4) of the Code), (viii) any Reportable Event has occurred or (ix)\u00a0the imposition of a Lien pursuant to Section\u00a0430(k) of the Code or Section\u00a0303(k) of ERISA or a violation of Section\u00a0436 of the Code with respect to any Plan occurs.", "references": ["Interests", "Vesting", "Cooperation", "Modifications", "Releases", "No Defaults", "Assigns", "Sanctions", "Disclosures", "Duties", "Representations", "Amendments", "Withholdings", "Books", "Counterparts", "Confidentiality", "Expenses", "Benefits", "Disability", "Powers", "Solvency", "Transactions With Affiliates", "Existence", "Interpretations", "Jurisdictions", "Binding Effects", "Severability", "Assignments", "Participations", "Adjustments", "Erisa"], "gold": ["Erisa"]}
+{"input": "Except as set forth on Schedule 7.1.(i), there are no actions, suits or proceedings pending (or, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting the Borrower or any other Loan Party or any of their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which, (i)\u00a0could reasonably be expected to have a Material Adverse Effect or (ii)\u00a0in any manner draws into question the validity or enforceability of any Loan Document. There are no strikes, slow downs, work stoppages or walkouts or other labor disputes in progress or threatened relating to, any Loan Party which, if such event occurs, could reasonably be expected to have a Material Adverse Effect.", "references": ["Assignments", "General", "Definitions", "Base Salary", "Intellectual Property", "Compliance With Laws", "Anti-Corruption Laws", "Further Assurances", "Waiver Of Jury Trials", "Counterparts", "Vacations", "Headings", "Sanctions", "Powers", "Forfeitures", "Notices", "Specific Performance", "Amendments", "Interests", "Disclosures", "Applicable Laws", "Change In Control", "Effective Dates", "Indemnifications", "Releases", "No Waivers", "Consents", "Sales", "Miscellaneous", "Subsidiaries", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement shall inure to the benefit of, and be binding upon the respective successors and assigns of the Parties. The Patent Owner shall not assign or delegate its rights or obligations under this Agreement without the prior written consent of UWH, which shall not be unreasonably withheld.", "references": ["Litigations", "Disclosures", "Integration", "Solvency", "No Conflicts", "Survival", "Powers", "Books", "Organizations", "Vacations", "Arbitration", "Fees", "Consents", "Agreements", "Authorizations", "Closings", "Base Salary", "Qualifications", "Effective Dates", "Binding Effects", "Interpretations", "Compliance With Laws", "Governing Laws", "Waivers", "Use Of Proceeds", "No Defaults", "Submission To Jurisdiction", "Representations", "Terms", "Authority", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company and its affiliates are authorized to withhold from any Award granted, or any payment relating to an Award under this Plan, including from a distribution of Securities, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company (or an applicable affiliate) and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.\u00a0 This authority shall include authority to withhold or receive Securities or other property and to make cash payments in respect thereof in satisfaction of a Participant\u2019s tax obligations, either on a mandatory or elective basis in the discretion of the Committee. Any determination made by the Committee to allow a Participant who is subject to Rule\u00a016b-3 to pay taxes with Securities through net settlement or previously owned shares shall be approved by a committee made up of two or more Qualified Members or the full Board.\u00a0 If such tax obligations are satisfied through the withholding of Securities that are otherwise issuable to the Participant pursuant to an Award (or through the surrender of Securities by the Participant to the Company), the maximum number of Securities that may be so withheld (or surrendered) shall be the number of Securities that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award, as determined by the Committee.", "references": ["Publicity", "Fees", "Headings", "Modifications", "Cooperation", "Adjustments", "Financial Statements", "Death", "Assigns", "Withholdings", "Warranties", "Sales", "No Conflicts", "Subsidiaries", "Base Salary", "Vesting", "Use Of Proceeds", "Books", "Indemnity", "Assignments", "Insurances", "Venues", "Remedies", "Vacations", "Submission To Jurisdiction", "Payments", "Taxes", "Approvals", "Construction", "Anti-Corruption Laws", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "During his employment with the Company, Executive will be entitled to receive an annualized base salary (the \u201c Base Salary \u201d) of not less than $500,000. The Compensation Committee of the Board of Directors (the \u201c Compensation Committee \u201d) may review Executive\u2019s Base Salary annually to determine whether increases are appropriate. Any such increased amount will thereafter be the \u201c Base Salary \u201d for all purposes. During Executive\u2019s employment with the Company, the Base Salary will not be decreased at any time, or for any purpose (including, without limitation for the purpose of determining payments and benefits under Section 5), without Executive\u2019s prior written consent.", "references": ["Sanctions", "Indemnifications", "Financial Statements", "Interpretations", "Agreements", "Vesting", "Benefits", "Capitalization", "Non-Disparagement", "No Conflicts", "Solvency", "Intellectual Property", "Tax Withholdings", "Brokers", "Participations", "Consents", "Assignments", "Terms", "Miscellaneous", "Interests", "Enforcements", "Closings", "Indemnity", "Costs", "Subsidiaries", "Further Assurances", "Positions", "Integration", "Waivers", "Applicable Laws", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "By its execution of this Agreement, the Loan Parties and Agent agree to release and discharge Freddie Mac from any claims, losses, obligations and liabilities arising out of or in connection with, in whole or in part, any event, act, omission or transaction relating in any way to the transactions contemplated herein, other than due to a breach by Freddie Mac of its agreements under this Agreement.", "references": ["Sanctions", "Taxes", "Forfeitures", "Books", "Arbitration", "Effectiveness", "Effective Dates", "No Waivers", "Anti-Corruption Laws", "Modifications", "Litigations", "Assigns", "Interests", "Remedies", "Consent To Jurisdiction", "Withholdings", "Representations", "Positions", "No Conflicts", "Specific Performance", "Miscellaneous", "Severability", "Change In Control", "Further Assurances", "Waivers", "Death", "Brokers", "Disability", "Counterparts", "Existence", "Releases"], "gold": ["Releases"]}
+{"input": "The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the offer, issuance and sale of the Units require no consent of, action by or in respect of, or filing with, any Person, including any Governmental Authority, other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws and the rules and regulations of NASDAQ, which the Company undertakes to file within the applicable time periods, and other than the registration statement required to be filed by the Registration Rights Agreement.", "references": ["No Waivers", "Remedies", "Amendments", "Authorizations", "Releases", "Effectiveness", "Positions", "Definitions", "Applicable Laws", "Benefits", "Transactions With Affiliates", "Survival", "Vesting", "Taxes", "Integration", "Counterparts", "Further Assurances", "Jurisdictions", "Arbitration", "Duties", "Cooperation", "Modifications", "Authority", "Interpretations", "Costs", "Litigations", "Disclosures", "Non-Disparagement", "Defined Terms", "Qualifications", "Consents"], "gold": ["Consents"]}
+{"input": "All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed duly to have been given if personally delivered to the other Party or if sent by certified mail, return receipt requested, postage prepaid or by Federal Express, United Parcel or other nationally recognized overnight carrier. All notices or communications between Purchaser and Vendor pertaining to this Agreement shall be addressed to the Vendor at: joekalfa@gmail.com and to the Purchaser at john@riotblockchain.com and to the Escrow Agent at shira@rktaxlaw.com. Either Party may change its notification address by giving written notice to that effect to the other Party in the manner provided herein.", "references": ["Waivers", "Specific Performance", "Disability", "Indemnity", "Powers", "Effective Dates", "Amendments", "Intellectual Property", "Defined Terms", "Authority", "Consents", "Sanctions", "Interpretations", "Employment", "Terms", "Remedies", "Organizations", "Subsidiaries", "Death", "Vacations", "Brokers", "No Defaults", "Fees", "Use Of Proceeds", "Binding Effects", "Assignments", "Taxes", "Qualifications", "Definitions", "Assigns", "Notices"], "gold": ["Notices"]}
+{"input": "All computations of interest and of fees shall be made by Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Loans whose interest rate is calculated based on the rate set forth in clause (a) of the definition of \u201cBase Rate,\u201d 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable.\u00a0\u00a0Each determination of an interest rate or the amount of a fee hereunder shall be made by Administrative Agent (including determinations of a LIBOR \u2013 Revolving Loan or Base Rate in accordance with the definitions of LIBOR Rate and Base Rate, respectively) as set forth in the respective definition thereof and shall be conclusive, binding and final for all purposes, absent manifest error.", "references": ["Interests", "Submission To Jurisdiction", "Erisa", "Agreements", "Defined Terms", "Sales", "Positions", "Tax Withholdings", "Arbitration", "Duties", "Releases", "Qualifications", "Sanctions", "Capitalization", "Publicity", "Existence", "Governing Laws", "Change In Control", "Remedies", "Representations", "Financial Statements", "Books", "Amendments", "Survival", "Counterparts", "Non-Disparagement", "Further Assurances", "Enforceability", "No Conflicts", "Insurances", "Fees"], "gold": ["Fees"]}
+{"input": "Your employment remains terminable at will by the Company or by you at any time (for any reason or for no reason), subject to the provisions contained herein. This Agreement is governed by California law. No amendment or other modification of this Agreement shall be effective unless made in writing and signed by the parties hereto. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.", "references": ["Amendments", "Forfeitures", "Withholdings", "Submission To Jurisdiction", "Books", "Tax Withholdings", "Confidentiality", "Notices", "Financial Statements", "Indemnity", "Terms", "Participations", "Vesting", "Assignments", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Enforceability", "Governing Laws", "Records", "Entire Agreements", "Disclosures", "Specific Performance", "Consents", "General", "Publicity", "Remedies", "Enforcements", "Duties", "Adjustments", "Consent To Jurisdiction", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.", "references": ["Withholdings", "Payments", "Remedies", "No Conflicts", "Further Assurances", "Indemnifications", "Subsidiaries", "Brokers", "Disclosures", "Organizations", "Authority", "Venues", "Books", "Benefits", "Specific Performance", "No Waivers", "Enforceability", "Consent To Jurisdiction", "Arbitration", "Effectiveness", "Interests", "Confidentiality", "Powers", "Entire Agreements", "Sanctions", "Costs", "Consents", "Death", "Counterparts", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "As of the Restatement Date, each Borrower maintains its principal place of business and the office where it keeps its books and records with respect to Receivables at the locations listed on Schedule 2 attached hereto. Schedule 5.11 attached hereto sets forth all primary business locations of the Borrowers situated within the United States as of the Restatement Date and where Borrower assets valued, individually or in the aggregate, in excess of One Million and No/100 Dollars ($1,000,000.00) are located as of the Restatement Date.", "references": ["Cooperation", "Indemnifications", "Authorizations", "Participations", "Transactions With Affiliates", "Amendments", "Assignments", "Entire Agreements", "Submission To Jurisdiction", "Disclosures", "Consent To Jurisdiction", "Successors", "Warranties", "Death", "Withholdings", "Powers", "Terms", "Miscellaneous", "Taxes", "Adjustments", "Consents", "Organizations", "Vacations", "Remedies", "Headings", "Venues", "Terminations", "Applicable Laws", "No Waivers", "Counterparts", "Records"], "gold": ["Records"]}
+{"input": "No consent of any third party is required in connection with Buyer\u2019s acquisition of the Assets hereunder, except as set forth in Exhibit 7.3 attached hereto, and to the extent so required, such consents shall be delivered to Seller Parties at Closing, if any.", "references": ["Existence", "Erisa", "Governing Laws", "Specific Performance", "Titles", "No Conflicts", "Enforceability", "Notices", "Organizations", "Cooperation", "No Waivers", "Books", "Change In Control", "Publicity", "Financial Statements", "Tax Withholdings", "Successors", "Subsidiaries", "Authorizations", "Disability", "Waiver Of Jury Trials", "Confidentiality", "Closings", "Anti-Corruption Laws", "Duties", "Agreements", "Further Assurances", "Representations", "Severability", "Positions", "Consents"], "gold": ["Consents"]}
+{"input": "No modification, amendment, or waiver of any provision of any of the Loan Documents shall be effective unless in writing and signed by the Borrower and Bank.", "references": ["Specific Performance", "Closings", "Consent To Jurisdiction", "Integration", "Compliance With Laws", "Enforceability", "Waivers", "Death", "Transactions With Affiliates", "Titles", "Cooperation", "Fees", "Sanctions", "Anti-Corruption Laws", "Existence", "Headings", "Terminations", "Venues", "Waiver Of Jury Trials", "Records", "Notices", "Positions", "Assignments", "Amendments", "Costs", "No Defaults", "Authorizations", "Effective Dates", "Assigns", "Capitalization", "Modifications"], "gold": ["Modifications"]}
+{"input": "Each Member and its assignees acknowledges and agrees that the information of the Corporation is confidential and, except in the course of performing any duties as necessary for the Corporation and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporation and its Affiliates and successors, learned by any Member heretofore or hereafter, provided that, each Member acknowledges and agrees that such Member shall, except as otherwise provided by applicable law, keep and retain in the strictest confidence and not disclose to any Person that is not a Member any confidential matters contained in supporting schedules or work papers provided to such Member pursuant to Section\u00a02.4(a) this Agreement. This Section \u00a07.12 shall not apply to (i)\u00a0any information that has been made publicly available by the Corporation or any of its Affiliates, becomes public knowledge (except as a result of an act of any Member in violation of this Agreement) or is generally known to the business community, (ii)\u00a0the disclosure of information to the extent necessary for a Member to prosecute or defend claims arising under or relating to this Agreement, and (iii)\u00a0the disclosure of information to the extent necessary for a Member to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns. Notwithstanding anything to the contrary herein, the Members and each of their assignees (and each employee, representative or other agent of the Members or their assignees, as applicable) may disclose at their discretion to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Corporation, the Members and any of their transactions, and all materials of any kind (including tax opinions or other tax analyses) that are provided to the Members relating to such tax treatment and tax structure. If a Member or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section \u00a07.12 , the Corporation shall have the right and remedy to have the provisions of this Section \u00a07.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporation or any of its subsidiaries and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.", "references": ["Counterparts", "Solvency", "Submission To Jurisdiction", "Successors", "Base Salary", "Closings", "Benefits", "Anti-Corruption Laws", "Defined Terms", "Death", "No Defaults", "Enforceability", "Vacations", "Interpretations", "Non-Disparagement", "Costs", "Notices", "Adjustments", "Entire Agreements", "Duties", "Governing Laws", "Warranties", "Liens", "Indemnifications", "Severability", "Terminations", "Consents", "Remedies", "Litigations", "Brokers", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director, employee, agent, each Person who participates as an underwriter in the offering or sale of securities or controlling Person of such indemnified party and will survive the transfer of Registrable Securities and the termination or expiration of this Agreement.", "references": ["Amendments", "Insurances", "Consents", "No Conflicts", "Interpretations", "Solvency", "Further Assurances", "Employment", "Specific Performance", "Headings", "Consent To Jurisdiction", "Non-Disparagement", "Vesting", "Records", "Base Salary", "Waivers", "Defined Terms", "Capitalization", "Forfeitures", "Liens", "Representations", "Confidentiality", "Titles", "Submission To Jurisdiction", "Tax Withholdings", "Indemnifications", "Anti-Corruption Laws", "Publicity", "Costs", "Duties", "Survival"], "gold": ["Survival"]}
+{"input": "The following provisions are intended to ensure that the parties\u2019 intent in this Amendment 35 is reflected consistently throughout the Cooperative Agreement.", "references": ["Closings", "Change In Control", "Agreements", "Books", "Intellectual Property", "Disclosures", "Amendments", "Forfeitures", "Benefits", "No Conflicts", "Authorizations", "Payments", "Non-Disparagement", "Arbitration", "Approvals", "Qualifications", "Warranties", "Waiver Of Jury Trials", "Entire Agreements", "Survival", "Existence", "Use Of Proceeds", "Compliance With Laws", "Duties", "Sales", "Costs", "Positions", "No Defaults", "Counterparts", "Modifications", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "During the Employment Term, the Company will pay Executive as compensation for Executive\u2019s services a base salary at the annualized rate of Four Hundred Thousand dollars ($400,000) (as such base salary may be modified from time to time, the \u201c Base Salary \u201d). The Base Salary will be paid in accordance with the Company\u2019s normal payroll practices and be subject to the usual, required withholdings. The Base Salary may change at the Company\u2019s discretion; for the avoidance of doubt, no such change shall override any rights Executive may have pursuant to this Agreement to resign for Good Reason.", "references": ["Employment", "Assigns", "Severability", "Remedies", "Effectiveness", "Entire Agreements", "Governing Laws", "Publicity", "Solvency", "Consent To Jurisdiction", "Financial Statements", "Vacations", "Defined Terms", "Taxes", "Arbitration", "Disability", "Erisa", "Withholdings", "Headings", "Enforcements", "Indemnifications", "Adjustments", "Terminations", "Construction", "Positions", "Benefits", "Anti-Corruption Laws", "Authority", "Jurisdictions", "Agreements", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "(a) Any provision of this Note or the Security Agreement shall, for any reason, cease to be valid and binding on New University or any of its Subsidiaries, or New University, Guarantor or any other Person shall so claim in writing to Noteholder; (b) any provision of the Guaranty shall, for any reason, cease to be valid and binding on Guarantor, or Guarantor or any other Person shall so claim in writing to Noteholder; or (c) New University, Guarantor or any other Person challenges the validity of or (as applicable) its liability under this Note, the Security Agreement or the Guaranty.", "references": ["Books", "Venues", "Notices", "Modifications", "Warranties", "Governing Laws", "Participations", "Withholdings", "Intellectual Property", "Successors", "Entire Agreements", "Capitalization", "Fees", "Records", "Remedies", "No Defaults", "Definitions", "Tax Withholdings", "Costs", "Vacations", "Expenses", "Brokers", "Jurisdictions", "Insurances", "Existence", "Terminations", "Consent To Jurisdiction", "Forfeitures", "Confidentiality", "Assigns", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is party.\u00a0 Each Credit Party has duly executed and delivered each Loan Document to which it is party and each Loan Document to which it is party, subject to the Legal Reservations and Non-U.S. Perfection Requirements, constitutes the legal, valid and binding agreement and obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors\u2019 rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).", "references": ["Liens", "Forfeitures", "Integration", "Withholdings", "Closings", "Approvals", "Litigations", "Subsidiaries", "Non-Disparagement", "Construction", "Positions", "Notices", "Amendments", "Duties", "Submission To Jurisdiction", "Venues", "Enforcements", "Indemnifications", "Participations", "Interests", "Enforceability", "Employment", "Assigns", "Waiver Of Jury Trials", "Interpretations", "Authorizations", "Financial Statements", "Brokers", "Indemnity", "Survival", "Authority"], "gold": ["Authority"]}
+{"input": "In the event of any actual or threatened breach by any of the Parties of any of the covenants or agreements in this Agreement, the Party who is or is to be thereby aggrieved shall have the right to seek specific performance and injunctive relief giving effect to its rights under this Agreement. The Parties agree that any such breach would cause irreparable injury, that the remedies at law for any such breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.", "references": ["Disclosures", "Modifications", "Use Of Proceeds", "Headings", "Sanctions", "Positions", "Organizations", "Change In Control", "Applicable Laws", "Arbitration", "Severability", "Consents", "Enforcements", "No Defaults", "Books", "Remedies", "Effective Dates", "Assigns", "Agreements", "Titles", "Non-Disparagement", "Transactions With Affiliates", "Entire Agreements", "Successors", "Authority", "Interests", "Sales", "Binding Effects", "Taxes", "Disability", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Unless this Agreement is terminated under Section 7.1 , the representations and warranties, agreements and covenants contained herein shall survive indefinitely.", "references": ["Participations", "Anti-Corruption Laws", "Approvals", "Consents", "Effective Dates", "Organizations", "Employment", "Terminations", "Construction", "Vacations", "Publicity", "Miscellaneous", "General", "Definitions", "Vesting", "Withholdings", "Death", "Effectiveness", "Counterparts", "Warranties", "Entire Agreements", "Severability", "Cooperation", "Interpretations", "Indemnity", "Enforcements", "Waiver Of Jury Trials", "Remedies", "Forfeitures", "Successors", "Survival"], "gold": ["Survival"]}
+{"input": "The Lenders agree to indemnify the Administrative Agent, each Issuing Bank and each of their officers, directors, employees, Affiliates, agents, advisors and controlling persons (to the extent not reimbursed by Holdings or the Lead Borrower and without limiting any obligation of Holdings or the Lead Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section\u00a08.7 (or, if indemnification is sought after the date upon which the Revolving Credit Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Revolving Credit Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee\u2019s gross negligence, bad faith or willful misconduct. The agreements in this Section 8.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.", "references": ["Powers", "Authority", "Integration", "Solvency", "Subsidiaries", "Representations", "Change In Control", "Interests", "Litigations", "Enforceability", "Confidentiality", "Headings", "Tax Withholdings", "Successors", "Erisa", "Authorizations", "Employment", "Existence", "No Conflicts", "Organizations", "No Defaults", "Effectiveness", "Survival", "Vacations", "Vesting", "Intellectual Property", "Qualifications", "Terms", "Publicity", "Waivers", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The express representations and warranties of Seller made in this Agreement shall not merge into any instrument or conveyance delivered at the Closing; provided , however , that any action, suit or proceeding with respect to the truth, accuracy or completeness of such representations and warranties shall be commenced, if at all, on or before the date which is six (6) months after the date of the Closing and, if not commenced on or before such date, thereafter such representations and warranties shall be void and of no force or effect.", "references": ["Powers", "Death", "Forfeitures", "Confidentiality", "Qualifications", "Further Assurances", "Tax Withholdings", "Submission To Jurisdiction", "Vacations", "Insurances", "Waivers", "Brokers", "Employment", "Approvals", "Existence", "Financial Statements", "Severability", "Change In Control", "No Conflicts", "Titles", "Withholdings", "Publicity", "Sanctions", "Compliance With Laws", "Benefits", "Entire Agreements", "Amendments", "Expenses", "Books", "Liens", "Survival"], "gold": ["Survival"]}
+{"input": "Except for the gross negligence or intentional wrongdoing of Lessor, Lessee shall indemnify and hold Lessor, its members, managers, officers, employees, agents and representatives, harmless from and against any and all claims, demands, causes of action, suits, proceedings, liabilities, damages, losses, costs and expenses, including attorney\u2019s fees, caused by, incurred or resulting from Lessee\u2019s use or occupancy of the Premises, by Lessee or any of its guests or invitees.\u00a0 It is expressly understood that Lessee\u2019s obligation under this Section 5.7 shall survive the expiration or earlier termination of this Lease for any reason.", "references": ["Existence", "Enforceability", "Entire Agreements", "Specific Performance", "Adjustments", "Sales", "Consents", "Successors", "Binding Effects", "General", "Vesting", "Agreements", "Amendments", "Insurances", "Sanctions", "Tax Withholdings", "Change In Control", "Payments", "Titles", "Anti-Corruption Laws", "Death", "Solvency", "Severability", "Taxes", "Costs", "Waiver Of Jury Trials", "Counterparts", "Financial Statements", "Releases", "Representations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Participant shall forfeit to the Company, without compensation, other than repayment of any par value paid by the Participant for the Shares (if any), any and all Restricted Stock (but no vested Shares) and RS Property upon the Participant\u2019s Termination of Employment for any reason.", "references": ["Effective Dates", "Warranties", "Existence", "Assignments", "Submission To Jurisdiction", "Intellectual Property", "Survival", "Interpretations", "Arbitration", "Powers", "Amendments", "Death", "Sales", "Severability", "Waiver Of Jury Trials", "Interests", "Adjustments", "Organizations", "Representations", "Employment", "Disclosures", "Duties", "Governing Laws", "Terminations", "Cooperation", "Releases", "No Waivers", "Non-Disparagement", "Subsidiaries", "Jurisdictions", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "At the Closing, RLLT shall deliver to each Stockholder or their representatives the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of RLLT which are now in the possession of RLLT or its representatives.", "references": ["Powers", "Arbitration", "Adjustments", "Interests", "Subsidiaries", "Assigns", "Expenses", "Agreements", "Indemnifications", "Closings", "Amendments", "Compliance With Laws", "Warranties", "Disability", "Disclosures", "Liens", "Authorizations", "Consent To Jurisdiction", "Participations", "Death", "Erisa", "Entire Agreements", "Terminations", "Applicable Laws", "Definitions", "Existence", "Venues", "Benefits", "Terms", "Use Of Proceeds", "Records"], "gold": ["Records"]}
+{"input": "This Consulting Agreement may be executed in any number of counterparts or facsimile copies, each of which when executed shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.", "references": ["Waiver Of Jury Trials", "Sales", "No Defaults", "Non-Disparagement", "Expenses", "Amendments", "Change In Control", "Closings", "Anti-Corruption Laws", "Positions", "Governing Laws", "Taxes", "Modifications", "Survival", "Litigations", "Brokers", "Forfeitures", "Jurisdictions", "Indemnity", "Entire Agreements", "Tax Withholdings", "Participations", "Consent To Jurisdiction", "Erisa", "Approvals", "Publicity", "Waivers", "Vesting", "Transactions With Affiliates", "Definitions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.", "references": ["Governing Laws", "Waiver Of Jury Trials", "Taxes", "Books", "General", "Forfeitures", "Agreements", "Specific Performance", "Releases", "Terms", "Interests", "Representations", "Benefits", "Consent To Jurisdiction", "Organizations", "Costs", "Non-Disparagement", "Use Of Proceeds", "Indemnity", "Intellectual Property", "Indemnifications", "Payments", "Miscellaneous", "Financial Statements", "Withholdings", "Existence", "Entire Agreements", "Consents", "Remedies", "Definitions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All communications described in clause\u00a0(a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i)\u00a0if delivered by hand, upon personal delivery, (ii)\u00a0if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, and (iii)\u00a0if delivered by facsimile, upon sender\u2019s receipt of confirmation of proper transmission; provided , \u00a0 however , that no communications to Administrative Agent pursuant to Article\u00a02 or Article\u00a010 shall be effective until received by Administrative Agent and any communications delivered pursuant to clause\u00a0(iii) shall be immediately followed by a hard copy sent pursuant to clauses\u00a0(i) or (ii) .\u00a0\u00a0Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause\u00a0(a)(i) above) shall not be sufficient or effective to transmit any such notice under clause\u00a0(a) unless immediately followed by a hard copy sent pursuant to clauses\u00a0(i) or (ii) .", "references": ["Liens", "Payments", "Costs", "Books", "Arbitration", "Waivers", "Governing Laws", "Existence", "Indemnity", "Tax Withholdings", "No Defaults", "No Waivers", "Amendments", "Litigations", "Publicity", "Enforcements", "Death", "Disability", "Compliance With Laws", "Representations", "Positions", "Terms", "Interpretations", "Definitions", "Employment", "Indemnifications", "Closings", "Adjustments", "Capitalization", "Erisa", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof, with the sole exception of any claim, breach, or violation arising the Assignment and Confidentiality Agreement, shall be shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS. If the parties are unsuccessful at resolving the dispute through mediation, the parties agree to final and binding arbitration before a single arbitrator in the State of Georgia in accordance with the Rules of the American Arbitration Association. The arbitrator shall be selected by the Association and shall be an attorney-at-law experienced in the field of corporate law. Any judgment upon any arbitration award may be entered in any court, federal or state, having competent jurisdiction of the parties.", "references": ["Authorizations", "Consent To Jurisdiction", "Construction", "Counterparts", "Defined Terms", "Interpretations", "Notices", "Severability", "Modifications", "Terminations", "Remedies", "Enforcements", "Positions", "Payments", "Use Of Proceeds", "Costs", "Jurisdictions", "Withholdings", "Assignments", "Vacations", "Effectiveness", "Solvency", "Consents", "General", "Death", "Approvals", "Sanctions", "Closings", "Taxes", "Organizations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Notwithstanding anything in this Agreement or elsewhere to the contrary, the provisions of Sections 9, 10, 11, 12, 13 and 14 shall survive the termination of the Executive\u2019s employment or this Agreement.", "references": ["Integration", "Further Assurances", "Jurisdictions", "Financial Statements", "Remedies", "No Waivers", "Notices", "Anti-Corruption Laws", "Applicable Laws", "Qualifications", "Capitalization", "Erisa", "Authority", "Use Of Proceeds", "Titles", "Compliance With Laws", "Liens", "Closings", "Powers", "Releases", "Death", "Employment", "Waiver Of Jury Trials", "Indemnity", "Approvals", "Enforcements", "Payments", "Waivers", "Sanctions", "Organizations", "Survival"], "gold": ["Survival"]}
+{"input": "Except for the representations and warranties contained in this ARTICLE\u00a02 (including the related portions of the Disclosure Schedules), neither the Stockholders nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Stockholders, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Purchaser and its Representatives or as to the future revenue, profitability or success of the Company, or any representation or warranty arising from statute or otherwise in Law.", "references": ["Miscellaneous", "Submission To Jurisdiction", "Closings", "Construction", "Interests", "Base Salary", "Employment", "Headings", "Compliance With Laws", "Releases", "Anti-Corruption Laws", "Enforceability", "Participations", "General", "Authority", "Books", "Agreements", "No Defaults", "Jurisdictions", "Survival", "Cooperation", "Use Of Proceeds", "Withholdings", "Organizations", "Integration", "Liens", "Sales", "Disclosures", "Subsidiaries", "Indemnifications", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Borrower\u2019s title to any or all of the Subject Property shall be challenged in writing or endangered by any Person whatsoever and the same (a) is not dismissed or cured within ten (10) days and (b) is considered by the Administrative Agent in its reasonable credit judgment to present a material threat to the Collateral.", "references": ["Taxes", "Interpretations", "Agreements", "Sales", "Successors", "Applicable Laws", "Transactions With Affiliates", "Arbitration", "Disability", "Venues", "Severability", "Cooperation", "Use Of Proceeds", "Litigations", "Effective Dates", "Terminations", "Change In Control", "Jurisdictions", "Waiver Of Jury Trials", "Vesting", "Intellectual Property", "Representations", "Miscellaneous", "Governing Laws", "Brokers", "Further Assurances", "Waivers", "Organizations", "Solvency", "Capitalization", "Titles"], "gold": ["Titles"]}
+{"input": "Each of the Borrowers will not, directly or indirectly, knowingly use the proceeds of any Loan or L/C Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (a)\u00a0to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or (b)\u00a0if such use of proceeds or funding will result in a violation by any such Person (including any Person participating in the transaction, whether as Bank, Co-Lead Arranger, Agent, Issuing Bank, Swing Line Lender) of Sanctions.", "references": ["Interests", "Effectiveness", "Headings", "Assigns", "Duties", "Effective Dates", "Disability", "Notices", "Adjustments", "Releases", "Venues", "Organizations", "No Waivers", "Counterparts", "Transactions With Affiliates", "Base Salary", "Sales", "Subsidiaries", "Interpretations", "Use Of Proceeds", "Waivers", "Representations", "Erisa", "Financial Statements", "Change In Control", "Brokers", "No Defaults", "Capitalization", "No Conflicts", "Warranties", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Subject to Section 9.1 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived. Unless otherwise agreed in writing, the Parties shall continue to provide the Services and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of Section 9.1 and this Section 10.7 with respect to all matters not subject to such Dispute; provided , however , that this obligation shall only exist during the term of this Agreement.", "references": ["Survival", "Books", "Effective Dates", "Employment", "Liens", "Releases", "Miscellaneous", "Enforceability", "Vesting", "Severability", "Construction", "Interpretations", "Qualifications", "Confidentiality", "Solvency", "Headings", "Terminations", "Authorizations", "Subsidiaries", "Agreements", "Defined Terms", "Waiver Of Jury Trials", "Powers", "Titles", "Closings", "Consent To Jurisdiction", "Participations", "Modifications", "Warranties", "Financial Statements", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than (w) a natural person, (x) a Defaulting Lender, or (y) the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a010.04(c) without regard to the existence of any participation.", "references": ["Waiver Of Jury Trials", "Binding Effects", "Erisa", "Indemnifications", "Disclosures", "Consent To Jurisdiction", "Fees", "Counterparts", "Sales", "Remedies", "Specific Performance", "Liens", "Vacations", "Disability", "Venues", "Effectiveness", "Representations", "No Conflicts", "Base Salary", "No Waivers", "Brokers", "Successors", "Duties", "Books", "Benefits", "Closings", "Indemnity", "Adjustments", "Assignments", "Use Of Proceeds", "Participations"], "gold": ["Participations"]}
+{"input": "The Borrower hereby irrevocably submits to the non\u2011exclusive jurisdiction of any Ohio state or federal court sitting in Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, the Obligations or any other Related Writing (except as otherwise set forth in any Loan Document executed by a Foreign Subsidiary), and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Ohio state or federal court. The Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. The Borrower agrees that a final, non\u2011appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.", "references": ["Further Assurances", "Authorizations", "Applicable Laws", "No Conflicts", "Counterparts", "Disclosures", "Payments", "Jurisdictions", "Duties", "Capitalization", "Notices", "Waiver Of Jury Trials", "Disability", "Specific Performance", "No Defaults", "Approvals", "Representations", "Warranties", "Intellectual Property", "Integration", "Taxes", "Non-Disparagement", "Costs", "Venues", "Authority", "Brokers", "Compliance With Laws", "Amendments", "Financial Statements", "Organizations", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The agreements in this Section 10.5 and the indemnity provisions of Section 10.2(b) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations hereunder.", "references": ["No Conflicts", "Non-Disparagement", "Liens", "Anti-Corruption Laws", "Withholdings", "Financial Statements", "Interests", "Consents", "Further Assurances", "Severability", "Change In Control", "Remedies", "Counterparts", "Tax Withholdings", "Solvency", "Terms", "Definitions", "Vacations", "Compliance With Laws", "Governing Laws", "Submission To Jurisdiction", "Enforceability", "Benefits", "Transactions With Affiliates", "Use Of Proceeds", "Notices", "Specific Performance", "Books", "Agreements", "Effectiveness", "Survival"], "gold": ["Survival"]}
+{"input": "The internal law of the State of New York will govern and be used to construe this Termination without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.", "references": ["Intellectual Property", "Notices", "Interests", "Fees", "Assignments", "Waivers", "Miscellaneous", "Closings", "Indemnifications", "Taxes", "Solvency", "Amendments", "Authority", "Death", "Modifications", "Capitalization", "Binding Effects", "Positions", "Organizations", "Consents", "Expenses", "Cooperation", "Publicity", "Survival", "Existence", "Approvals", "Terms", "Subsidiaries", "No Conflicts", "Employment", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a)\u00a0purport to affect or pertain to this Agreement or any other Loan Document or (b) either individually or in the aggregate, are reasonably expected to be determined adversely and, if determined adversely, could reasonably be expected to have a Material Adverse Effect.", "references": ["No Defaults", "Venues", "Authority", "Records", "Subsidiaries", "Compliance With Laws", "Defined Terms", "Severability", "Powers", "Capitalization", "Warranties", "Submission To Jurisdiction", "Duties", "Integration", "Indemnifications", "No Conflicts", "Costs", "Taxes", "Terminations", "Withholdings", "Approvals", "Amendments", "Definitions", "Expenses", "Books", "Use Of Proceeds", "Participations", "Change In Control", "Non-Disparagement", "Assigns", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party hereto and delivered to each party hereto. Facsimiles containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles.", "references": ["Indemnity", "Authority", "Tax Withholdings", "Interests", "Change In Control", "Applicable Laws", "Books", "Defined Terms", "Approvals", "Publicity", "Costs", "Employment", "Indemnifications", "Brokers", "Confidentiality", "Death", "Capitalization", "Authorizations", "Duties", "Modifications", "Records", "Cooperation", "Powers", "Vacations", "Enforcements", "Survival", "Integration", "Participations", "Definitions", "Representations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Administrative Agent shall have received with respect to the Borrower and its subsidiaries, (x)\u00a0audited consolidated balance sheets and related consolidated statements of income, shareholder\u2019s equity and cash flows for 2017 and 2018, and (y)\u00a0unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim Fiscal Quarter ended since the last audited financial statements for which financial statements are available.", "references": ["Definitions", "Insurances", "Construction", "Participations", "Integration", "Terminations", "Brokers", "Effectiveness", "Subsidiaries", "Vesting", "Amendments", "Costs", "Entire Agreements", "Publicity", "Transactions With Affiliates", "Interpretations", "Taxes", "Governing Laws", "Effective Dates", "No Defaults", "Enforceability", "Compliance With Laws", "Tax Withholdings", "Approvals", "No Conflicts", "Positions", "Litigations", "Authority", "Records", "Agreements", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Real estate taxes and assessments imposed by governmental authority that are not yet due and payable and that are not reimbursable by tenants under the Leases as Operating Costs and prorated pursuant to Paragraph 6.1(b) shall be prorated as of the Closing based upon the most recent ascertainable assessed values and tax rates. Seller shall receive a credit for any taxes and assessments paid by Seller (other than through application of additional rents for Operating Costs) and applicable to any period after the Closing.", "references": ["Entire Agreements", "Litigations", "Authority", "Participations", "Anti-Corruption Laws", "Insurances", "Interpretations", "Intellectual Property", "Use Of Proceeds", "Organizations", "Transactions With Affiliates", "Miscellaneous", "Venues", "Defined Terms", "Waivers", "Brokers", "Definitions", "Non-Disparagement", "Compliance With Laws", "Disability", "Vacations", "Assigns", "Change In Control", "Construction", "Forfeitures", "Liens", "Sales", "Jurisdictions", "Publicity", "Books", "Taxes"], "gold": ["Taxes"]}
+{"input": "Subject to Section 3.7 below, during the course of your employment with the Corporation or any Affiliate and continuing thereafter, you will not, directly or indirectly make, issue, authorize or publish any comments or statements (orally or in writing) to the media, to any individual or entity with whom or which the Corporation, or any of its Affiliates, has a business relationship, or to any other individual or entity, which disparages, criticizes or otherwise reflects adversely upon the Corporation, any of its Affiliates or any of their respective employees, officers or directors.", "references": ["Agreements", "Disability", "Cooperation", "Employment", "Severability", "Terminations", "Counterparts", "Enforceability", "Warranties", "Records", "Organizations", "Duties", "Miscellaneous", "Brokers", "Governing Laws", "Definitions", "Payments", "Expenses", "No Waivers", "Waiver Of Jury Trials", "Releases", "Remedies", "Consents", "Entire Agreements", "Subsidiaries", "Insurances", "Confidentiality", "Headings", "General", "Defined Terms", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST A CREDIT PARTY OR ANY OF ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Indemnifications", "Headings", "Payments", "Financial Statements", "Confidentiality", "Successors", "Further Assurances", "Change In Control", "Specific Performance", "Indemnity", "Terminations", "Closings", "Use Of Proceeds", "Notices", "Construction", "Defined Terms", "Non-Disparagement", "Effective Dates", "Authorizations", "Consent To Jurisdiction", "Amendments", "Effectiveness", "Forfeitures", "Costs", "General", "Assigns", "Sales", "Arbitration", "Books", "Disclosures", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Your salary will be at an annualized rate of $750,000 per year beginning on the Effective Date, payable in accordance with the Company\u2019s standard payroll schedule. Your salary, as well as any other cash amounts payable under this Agreement, will be subject to applicable tax withholdings. Your salary may be adjusted from time to time by the Company\u2019s Board of Directors (the \u201c Board \u201d) or the Compensation Committee of the Board (the \u201c Compensation Committee \u201d) in their sole discretion, subject to Section\u00a05.", "references": ["No Conflicts", "Indemnity", "Subsidiaries", "Solvency", "Authority", "Venues", "Withholdings", "Disability", "Submission To Jurisdiction", "Duties", "Taxes", "Liens", "Sales", "Employment", "Entire Agreements", "Waivers", "Consent To Jurisdiction", "Positions", "Assigns", "Publicity", "Arbitration", "Confidentiality", "Closings", "Vacations", "Qualifications", "Use Of Proceeds", "Assignments", "Enforceability", "Jurisdictions", "Transactions With Affiliates", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "(a)\u00a0\u00a0Subject to the terms and conditions of this Agreement, the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the \u201c Plan \u201d), and the Employment Agreement, dated as of June 1, 2018, between Sirius XM Radio Inc. (\u201c Sirius XM \u201d) and the Executive (the \u201c Employment Agreement \u201d), the Company hereby grants to the Executive the right and option (this \u201c Option \u201d) to purchase _______________________(___________) shares of common stock, par value $0.001 per share, of the Company (the \u201c Shares \u201d), at a price per Share of $____ (the \u201c Exercise Price \u201d). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.", "references": ["Change In Control", "Agreements", "Applicable Laws", "Interpretations", "Consent To Jurisdiction", "Costs", "Publicity", "Fees", "Terminations", "Tax Withholdings", "Enforcements", "Use Of Proceeds", "No Waivers", "Disability", "Cooperation", "Notices", "Severability", "Expenses", "Assignments", "Arbitration", "Waiver Of Jury Trials", "Powers", "Governing Laws", "Successors", "Erisa", "Counterparts", "Withholdings", "Subsidiaries", "Entire Agreements", "Further Assurances", "Vesting"], "gold": ["Vesting"]}
+{"input": "You hereby resign from any and all directorships and other offices that you hold in connection with your employment with the Company (including any directorships with subsidiaries or other affiliates of ACHL or the Company). You further agree to execute any additional documents as may be requested by the Company to effect your resignation from all such positions. You also agree to execute and deliver to the Company a General Release and Waiver on, and effective as of, the Departure Date, in the form attached to this Agreement as Exhibit B .", "references": ["Transactions With Affiliates", "Survival", "Consents", "Erisa", "Construction", "Brokers", "No Conflicts", "Authorizations", "Forfeitures", "Authority", "Participations", "Binding Effects", "Compliance With Laws", "Effectiveness", "Governing Laws", "Successors", "Approvals", "Disclosures", "Terms", "Powers", "Specific Performance", "Books", "No Waivers", "Integration", "Closings", "Amendments", "Indemnifications", "Enforcements", "Submission To Jurisdiction", "Consent To Jurisdiction", "Waivers"], "gold": ["Waivers"]}
+{"input": "All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to United Insurance Holdings Corp. Attention: Jessica Strathman, 800 2nd Ave S., St. Petersburgh, FL 33701, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United\u00a0States mails or (d)\u00a0by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service, provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.", "references": ["Enforceability", "Liens", "Litigations", "Anti-Corruption Laws", "No Conflicts", "Taxes", "Consent To Jurisdiction", "Fees", "Indemnifications", "Binding Effects", "Participations", "Compliance With Laws", "Titles", "Death", "Vacations", "Severability", "Consents", "Expenses", "Confidentiality", "Defined Terms", "Transactions With Affiliates", "Disclosures", "Adjustments", "Records", "Modifications", "Intellectual Property", "Organizations", "Terminations", "Assigns", "Costs", "Notices"], "gold": ["Notices"]}
+{"input": "As a material inducement to Seller to execute this Agreement and consummate this transaction, Buyer represents and warrants to Seller that Buyer has been duly organized and is validly existing as a Maryland corporation. Buyer has the full right and authority and has obtained any and all consents required therefore to enter into this Agreement, consummate or cause to be consummated the purchase, and make or cause to be made the deliveries and undertakings contemplated herein or hereby. The persons signing this Agreement on behalf of Buyer are authorized to do so. This Agreement and all of the documents to be delivered by Buyer at the Closing have been authorized and properly executed and will constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.", "references": ["Defined Terms", "Existence", "Authorizations", "Assigns", "Non-Disparagement", "Jurisdictions", "Expenses", "Terms", "Change In Control", "Indemnity", "Effective Dates", "Authority", "Positions", "Governing Laws", "Vacations", "General", "Integration", "Binding Effects", "Organizations", "Anti-Corruption Laws", "Waivers", "Taxes", "Powers", "Further Assurances", "Records", "Capitalization", "Indemnifications", "Assignments", "Use Of Proceeds", "Intellectual Property", "Warranties"], "gold": ["Warranties"]}
+{"input": "Subject to the satisfaction or waiver of the conditions set forth in Article VIII , the consummation of the transactions contemplated by this Agreement (the \u201c Closing \u201d) shall take place at the offices of the Parent, on the third (3 rd ) Business Day after all the closing conditions to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at which the Closing is actually held being the \u201c Closing Date \u201d).", "references": ["Specific Performance", "Counterparts", "Costs", "Qualifications", "Duties", "Waiver Of Jury Trials", "Remedies", "Indemnifications", "Titles", "Releases", "Base Salary", "Benefits", "Modifications", "Approvals", "Successors", "Waivers", "Survival", "Consent To Jurisdiction", "Positions", "Change In Control", "Fees", "Brokers", "Amendments", "Authority", "Cooperation", "Severability", "Forfeitures", "Warranties", "Assignments", "Authorizations", "Closings"], "gold": ["Closings"]}
+{"input": "THIS AGREEMENT (INCLUDING THE ARBITRATION PROCEDURE REFERENCED IN Section\u00a09.13 ) SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF NEW YORK,\u00a0INCLUDING ITS STATUTE OF LIMITATIONS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES OR OTHER RULES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION.", "references": ["Construction", "Terminations", "Survival", "Successors", "Titles", "General", "Vacations", "Change In Control", "Records", "Remedies", "Warranties", "Enforcements", "Transactions With Affiliates", "Integration", "Fees", "Costs", "Financial Statements", "Authority", "Consent To Jurisdiction", "Effectiveness", "Vesting", "Existence", "Closings", "Taxes", "Headings", "Tax Withholdings", "Qualifications", "Consents", "Positions", "Disclosures", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Subject to the terms of the Plan, the Restricted Stock Unit Award shall vest as described herein. Provided that Participant continues to be a Director of the Company, the Restricted Stock Unit Award shall vest in full on [INSERT VEST DATE] (the \u201c Vesting Date \u201d)].", "references": ["Terms", "Financial Statements", "Withholdings", "Duties", "Defined Terms", "Enforcements", "Base Salary", "Intellectual Property", "Confidentiality", "Binding Effects", "Notices", "Expenses", "Approvals", "Severability", "Capitalization", "Employment", "Construction", "Releases", "Successors", "Amendments", "Payments", "Closings", "Authorizations", "Headings", "Representations", "Insurances", "Brokers", "Compliance With Laws", "Disclosures", "Counterparts", "Vesting"], "gold": ["Vesting"]}
+{"input": "The parties hereby: (i) submit to the jurisdiction of any state or federal court sitting in the Commonwealth of Virginia in any action or proceeding arising out of or relating to Section 8 and/or 9 of this Agreement; (ii) agree that all claims in respect of such action or proceeding may be heard or determined in any such court; and (iii) agree not to bring any action or proceeding arising out of or relating to Section 8 and/or 9 of this Agreement in any other court. The parties hereby waive any defense of inconvenient forum to the maintenance of any action or proceeding so brought. The parties hereby agree that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law.", "references": ["Use Of Proceeds", "Headings", "Indemnity", "Successors", "Base Salary", "Consent To Jurisdiction", "Entire Agreements", "Capitalization", "Approvals", "Benefits", "Adjustments", "Disclosures", "Sanctions", "Interpretations", "Fees", "Publicity", "Authority", "Jurisdictions", "Existence", "Insurances", "Closings", "Solvency", "General", "Subsidiaries", "Representations", "Intellectual Property", "Remedies", "Powers", "Books", "Transactions With Affiliates", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Subordinated Creditor unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:\u00a0 (a) notice of any of the matters referred to in this Agreement; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights against the Subordinated Creditor hereunder, including, without limitation, notice of the acceptance of this Agreement, or the creation, renewal, extension, modification or accrual of the Senior Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest, nonpayment of any damages or other amounts payable under any Senior Credit Document or notice of the sale or foreclosure of any collateral; (c) any requirement for the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any Senior Credit Document, including, without limitation, diligence in collection or protection of or realization upon the Senior Obligations or any part thereof or any collateral therefor; (d) any requirement of diligence; (e) any requirement to mitigate the damages resulting from a default by any Obligor under any Senior Credit Document or any Subordinated Credit Document; (f) the occurrence of every other condition precedent to which the Subordinated Creditor or any Obligor may otherwise be entitled; (g) the right to require the Senior Creditor to proceed against any Obligor or any other person liable on the Senior Obligations, to proceed against or exhaust any security held by any Obligor or any other person, or to pursue any other remedy in the Senior Creditor\u2019s power whatsoever; (h) the right to have the property of any Obligor first applied to the discharge of the Senior Obligations; and (i) until such time that all Senior Obligations have been indefeasibly Paid in Full, any and all rights it may now or hereafter have under any agreement or at law or in equity (including, without limitation, any law subrogating any Obligor to the rights of the Senior Creditor) to assert any claim against or seek contribution, indemnification or any other form of reimbursement from any Obligor or any other party liable for payment of any or all of the Senior Obligations for any payment made by any Obligor under or in connection with the Senior Credit Documents or otherwise.\u00a0 All of the Senior Obligations shall be deemed to have been made or incurred in reliance upon this Agreement.", "references": ["Approvals", "Brokers", "Effective Dates", "Defined Terms", "Titles", "Submission To Jurisdiction", "Consents", "Qualifications", "Applicable Laws", "Publicity", "Terminations", "Benefits", "Remedies", "Agreements", "Severability", "No Waivers", "Indemnity", "Positions", "Capitalization", "Change In Control", "Erisa", "Books", "Interpretations", "Enforceability", "Records", "Notices", "Survival", "Releases", "Employment", "Indemnifications", "Waivers"], "gold": ["Waivers"]}
+{"input": "Holder acknowledges that the Plan and this Agreement are subject to compliance with all applicable laws and regulations, the rules of any Securities Exchange, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The Award Shares shall be subject to such restrictions, and Holder shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements.", "references": ["Expenses", "Submission To Jurisdiction", "Terminations", "Positions", "Cooperation", "Tax Withholdings", "Headings", "Interpretations", "Erisa", "Indemnity", "Authority", "Representations", "Terms", "Integration", "Specific Performance", "Effective Dates", "Modifications", "Liens", "No Defaults", "Survival", "Releases", "Binding Effects", "Litigations", "Counterparts", "Forfeitures", "Duties", "Taxes", "Titles", "Construction", "Death", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR OTHER LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.", "references": ["Vesting", "Confidentiality", "Disability", "Solvency", "Interests", "Survival", "Records", "Sales", "Benefits", "Indemnity", "Effectiveness", "Cooperation", "Sanctions", "Adjustments", "No Conflicts", "Authorizations", "Indemnifications", "Terminations", "Existence", "Jurisdictions", "Compliance With Laws", "Interpretations", "Litigations", "Authority", "Vacations", "Intellectual Property", "Non-Disparagement", "Applicable Laws", "Base Salary", "Expenses", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Insured agrees that, except as disclosed in financial statements and tax returns or in connection with estate planning, the terms and conditions of this Agreement are and shall forever remain confidential, and the Insured agrees that he shall not reveal the terms and conditions of this Agreement at any time to any person or entity, other than his financial and professional advisors, unless required to do so by a court of competent jurisdiction. The provisions of this Section 12 shall survive the termination of this Agreement indefinitely, regardless of the cause of, or reason for, such termination.", "references": ["No Conflicts", "Employment", "Erisa", "Forfeitures", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Venues", "Taxes", "Expenses", "Cooperation", "Assignments", "Change In Control", "Use Of Proceeds", "Miscellaneous", "General", "Consents", "Effective Dates", "Jurisdictions", "Assigns", "Intellectual Property", "Vacations", "Withholdings", "Survival", "Amendments", "Governing Laws", "Enforceability", "Non-Disparagement", "Releases", "Interests", "Costs", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement, along with the Plan, constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to such subject matter.", "references": ["No Defaults", "Assigns", "Non-Disparagement", "Compliance With Laws", "Waiver Of Jury Trials", "Powers", "Specific Performance", "Headings", "Death", "Construction", "Disability", "Interests", "Intellectual Property", "Indemnifications", "Assignments", "Counterparts", "Expenses", "Vacations", "Withholdings", "Vesting", "Arbitration", "Titles", "Severability", "Terms", "Anti-Corruption Laws", "Forfeitures", "Disclosures", "Liens", "Change In Control", "Governing Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "ALL CLAIMS, DISPUTES AND OTHER MATTERS IN QUESTION ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE PERFORMANCE HEREOF, SHALL BE SUBMITTED TO, AND DETERMINED BY, ARBITRATION IF GOOD FAITH NEGOTIATIONS AMONG THE PARTIES HERETO, IF ANY, DO NOT RESOLVE SUCH CLAIM, DISPUTE OR OTHER MATTER. SUCH ARBITRATION SHALL PROCEED IN ACCORDANCE WITH THE THEN-CURRENT RULES FOR ARBITRATION ESTABLISHED BY JUDICIAL ARBITRATION MEDIATION SERVICES, INC./ENDISPUTE (\u201cJAMS\u201d), UNLESS THE PARTIES HERETO MUTUALLY AGREE OTHERWISE, AND PURSUANT TO THE FOLLOWING PROCEDURES: (A) THE COMPANY ON THE ONE HAND AND EMPLOYEE ON THE OTHER HAND SHALL APPOINT AN ARBITRATOR FROM THE JAMS PANEL OF RETIRED JUDGES, AND THOSE PARTY-APPOINTED ARBITRATORS SHALL APPOINT A THIRD ARBITRATOR FROM THE JAMS PANEL OF RETIRED JUDGES WITHIN TEN (10) DAYS; IF THE PARTY-APPOINTED ARBITRATORS FAIL TO APPOINT A THIRD ARBITRATOR WITHIN THE TEN (10) DAYS, SUCH THIRD ARBITRATOR SHALL BE APPOINTED BY JAMS IN ACCORDANCE WITH ITS RULES; (B) REASONABLE DISCOVERY SHALL BE ALLOWED IN ARBITRATION; (C) ALL PROCEEDINGS BEFORE THE ARBITRATORS SHALL BE HELD IN ORANGE COUNTY, CALIFORNIA; (D) THE AWARD RENDERED BY THE ARBITRATORS SHALL BE FINAL AND BINDING, AND JUDGMENT MAY BE ENTERED IN ACCORDANCE WITH APPLICABLE LAW AND IN ANY COURT HAVING JURISDICTION THEREOF; (E) THE AWARD RENDERED BY THE ARBITRATORS SHALL INCLUDE (I) A PROVISION THAT THE PREVAILING PARTY IN SUCH ARBITRATION RECOVER ITS COSTS RELATING TO THE ARBITRATION AND REASONABLE ATTORNEYS\u2019 FEES FROM THE OTHER PARTY, (II) THE AMOUNT OF SUCH COSTS AND FEES, AND (III) AN ORDER THAT THE LOSING PARTY PAY THE FEES AND EXPENSES OF THE ARBITRATORS. THE ARBITRATOR SHALL BY THE AGREEMENT OF THE PARTIES EXPRESSLY BE PROHIBITED FROM AWARDING PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM BEING RESOLVED BY ARBITRATION HEREUNDER.", "references": ["Financial Statements", "Waiver Of Jury Trials", "Assignments", "Remedies", "Integration", "Solvency", "Anti-Corruption Laws", "Titles", "Survival", "Authorizations", "Interpretations", "Confidentiality", "Approvals", "Payments", "Enforcements", "No Conflicts", "Expenses", "Vacations", "Submission To Jurisdiction", "Fees", "Forfeitures", "Severability", "Effectiveness", "Applicable Laws", "Subsidiaries", "Liens", "Terminations", "Disability", "Notices", "Cooperation", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Each Seller Party shall (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business; (ii) comply with the requirements of all applicable Requirement of Laws, rules, regulations and orders, whether now in effect or hereafter enacted or promulgated by any applicable Governmental Authority (including, without limitation, all environmental laws); (iii) maintain all licenses, permits or other approvals necessary for such Seller Party to conduct its business and to perform its obligations under the Program Documents, and shall conduct its business strictly in accordance with applicable Requirement of Law; (iv) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied.", "references": ["Effectiveness", "Titles", "Defined Terms", "Records", "Governing Laws", "Survival", "Remedies", "Consents", "Effective Dates", "Interests", "Submission To Jurisdiction", "Entire Agreements", "Assigns", "Vacations", "Taxes", "Waivers", "Indemnity", "Subsidiaries", "Specific Performance", "Benefits", "Disability", "Further Assurances", "Qualifications", "Organizations", "Solvency", "Powers", "Binding Effects", "Severability", "Brokers", "Intellectual Property", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Except as set forth on Schedule 7.05 or as disclosed in the Borrower\u2019s SEC filings prior to the date hereof, there are no actions, suits, investigations or proceedings that involve any Loan Document or the Transactions by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting any Credit Party not fully covered by insurance (except for deductibles) as to which there is a reasonable probability of an adverse determination that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (after taking into account insurance proceeds or other recoveries from third parties actually received).", "references": ["Indemnifications", "Fees", "Jurisdictions", "Governing Laws", "Forfeitures", "Releases", "Expenses", "Entire Agreements", "Confidentiality", "Adjustments", "Defined Terms", "Submission To Jurisdiction", "Binding Effects", "Assigns", "Counterparts", "Warranties", "Severability", "No Waivers", "Financial Statements", "Disability", "Books", "Compliance With Laws", "Approvals", "Titles", "Taxes", "Specific Performance", "Assignments", "Survival", "Terms", "Duties", "Litigations"], "gold": ["Litigations"]}
+{"input": "Orgenesis Parent represents that each of its applicable Subsidiaries has taken the necessary actions (including the execution and delivery of all necessary documents and agreements), and received the necessary approvals, required to consummate the Transactions (including the Reorganization) and that such actions and the consummation of the Transactions will not (i) violate or conflict with any Law or Order to which any of the Subsidiaries of Orgenesis Parent is subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or Consent under any Contract to which any such Subsidiary is a party or by which any such Subsidiary is bound or to which any of their assets is subject, (iii) result in the imposition or creation of a Lien upon or with respect to any asset of any such Subsidiary, or (iv) violate any provision of the Organizational Documents of any such Subsidiary. All assets (tangible and intangible), properties and rights owned, licensed or developed, in whole or in part, by any of the Subsidiaries of Orgenesis Parent that are required to operate the Business or used in the operation of the Business any time during the twelve (12) months prior to Closing, have been properly transferred free and clear of all Liens to the Company or one of its Subsidiaries as a result of the Reorganization.", "references": ["Non-Disparagement", "Payments", "Transactions With Affiliates", "Vesting", "Authorizations", "Employment", "Forfeitures", "Brokers", "Existence", "Duties", "No Conflicts", "Approvals", "Liens", "Jurisdictions", "Assignments", "Interpretations", "General", "Sales", "Definitions", "Arbitration", "Consents", "Submission To Jurisdiction", "Compliance With Laws", "Vacations", "Organizations", "Modifications", "Erisa", "Powers", "Terminations", "Waivers", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "You will receive an annual base salary of $320,000, paid semi-monthly in accordance with the Company\u2019s payroll practice.", "references": ["Amendments", "Confidentiality", "Authority", "Warranties", "Costs", "Modifications", "Successors", "Enforceability", "Erisa", "Employment", "Litigations", "Miscellaneous", "Indemnity", "Capitalization", "Taxes", "Definitions", "Approvals", "No Defaults", "Interpretations", "Waiver Of Jury Trials", "Representations", "Assigns", "Vacations", "Integration", "Waivers", "Subsidiaries", "Severability", "No Conflicts", "Intellectual Property", "Anti-Corruption Laws", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to UNIVERSITY. The books of account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this AGREEMENT relates. The books, ledgers, records, and the supporting data shall be open at all reasonable times for [***] years following the end of the calendar year to which they pertain, for the inspection by UNIVERSITY or its representatives for the purpose of verifying LICENSEE's royalty statements or compliance in other respects with this AGREEMENT. If the amounts due to UNIVERSITY are determined to have been underpaid, LICENSEE will pay the amount of such underpayment and interest on the amount of such underpayment with interest accumulating at the rate as set forth in Section 3.06 accruing from the date such payment was originally due to UNIVERSITY. Should such inspection lead to the discovery of a greater than [***] percent ([***]%) discrepancy or more in reporting to UNIVERSITY's detriment, LICENSEE agrees to pay the full cost of such inspection and audit.", "references": ["Subsidiaries", "Expenses", "Representations", "Litigations", "Payments", "Vesting", "Terms", "Titles", "Releases", "Erisa", "Warranties", "Terminations", "Effective Dates", "Applicable Laws", "Severability", "Survival", "Construction", "Taxes", "Miscellaneous", "Use Of Proceeds", "Successors", "Death", "Confidentiality", "Authorizations", "Venues", "Costs", "Defined Terms", "Assigns", "Enforcements", "Headings", "Records"], "gold": ["Records"]}
+{"input": "Use the proceeds of any Borrowing (a) on the Closing Date, whether directly or indirectly, to refinance certain existing Indebtedness under the Existing Credit Agreement and to pay fees and expenses incurred in connection with such refinancing and the Transaction, and (b) after the Closing Date, use the proceeds of any Borrowing for any purpose not otherwise prohibited under this Agreement, including for general corporate purposes (including Permitted Acquisitions) and working capital needs.", "references": ["Taxes", "Forfeitures", "Vesting", "Further Assurances", "Binding Effects", "Survival", "No Conflicts", "Sales", "Successors", "Base Salary", "No Waivers", "Compliance With Laws", "Assigns", "Releases", "Change In Control", "Litigations", "Intellectual Property", "Disability", "Severability", "Approvals", "Qualifications", "Payments", "Disclosures", "Participations", "Remedies", "Headings", "Subsidiaries", "Books", "General", "Indemnity", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "(a)\u00a0As of the Effective Date, the Borrower has no other Subsidiaries other than those listed in Schedule 3.13(a) . All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and all Equity Interests owned by the Borrower are owned free and clear of all Liens except those, if any, created under the Security Documents and Liens permitted by Section\u00a06.01 . As of the Effective Date, Schedule 3.13(b) \u00a0(a) sets forth the name and jurisdiction of each such Subsidiary and (b)\u00a0sets forth the ownership interest of the Borrower and any other Subsidiary in each such Subsidiary, including the percentage of such ownership; provided that the Borrower hereby represents that it owns, directly, 100% of the Equity Interests of PSE.", "references": ["Records", "Brokers", "Interests", "Powers", "General", "No Waivers", "Notices", "Enforceability", "Defined Terms", "Intellectual Property", "Qualifications", "Expenses", "Entire Agreements", "Indemnifications", "Death", "Remedies", "Tax Withholdings", "Releases", "No Defaults", "Arbitration", "Assigns", "Specific Performance", "Waiver Of Jury Trials", "Survival", "Taxes", "Submission To Jurisdiction", "Books", "Insurances", "Authorizations", "Non-Disparagement", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Subtenant shall pay Sublandlord\u2019s reasonable fees and expenses incurred with respect to any proposed Transfer (regardless of whether such Transfer is actually consummated), including reasonable attorneys\u2019 fees (at market rates) incurred in reviewing Transfer documentation and required Master Landlord consents thereto, any fees charged by Master Landlord to Sublandlord in connection with any such Transfer (including expenses under Section\u00a014.1 [Transfers] of the Master Lease), and any architects\u2019, engineers\u2019 and other consultants\u2019 fees required for such Transfer, within thirty (30)\u00a0days following written demand therefor from Sublandlord accompanied by invoices reasonably substantiating such costs.\u00a0 If Sublandlord consents to any Transfer, Subtenant shall pay to Sublandlord fifty percent (50%)\u00a0of any Transfer Premium (as that term is defined in the Master Lease).\u00a0 Subtenant shall provide Sublandlord with a detailed statement setting forth the calculation of any Transfer Premium Subtenant either has or will derive from such Transfer.\u00a0 In addition, Sublandlord or its representative shall have the right at all reasonable times upon no less than ten (10)\u00a0Business Days\u2019 prior written notice to audit the books and records of Subtenant solely with respect to the calculation of the Transfer Premium.\u00a0 If such inspection reveals that the amount of Transfer Premium paid to Sublandlord was understated by more than five percent (5%), then within thirty (30)\u00a0days of Subtenant\u2019s receipt of the results of such audit, Subtenant shall pay Sublandlord the deficiency and the cost of Sublandlord\u2019s audit (not to exceed $5,000).", "references": ["Change In Control", "Headings", "Indemnifications", "Death", "Publicity", "Releases", "Notices", "Indemnity", "Interests", "Participations", "Qualifications", "Representations", "Payments", "Capitalization", "Disability", "Benefits", "Liens", "Terms", "Tax Withholdings", "Agreements", "Duties", "Books", "Further Assurances", "Erisa", "Expenses", "Sanctions", "Organizations", "Records", "Authority", "Subsidiaries", "Fees"], "gold": ["Fees"]}
+{"input": "This Sublease shall be governed by, and construed in accordance with, the internal laws of the State ofTexas without regard to conflict oflaws principles thereof.", "references": ["Warranties", "Anti-Corruption Laws", "Powers", "Integration", "Authorizations", "Disclosures", "Benefits", "Taxes", "Further Assurances", "Authority", "Employment", "General", "Fees", "Organizations", "Indemnity", "Subsidiaries", "Expenses", "Sales", "Survival", "Venues", "Terminations", "Entire Agreements", "Liens", "Sanctions", "Transactions With Affiliates", "Costs", "Severability", "Waiver Of Jury Trials", "Insurances", "Confidentiality", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.\u00a0 The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than US$100,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than US$100,000,000 the fair market value of the assets of all such underfunded Plans.", "references": ["Consents", "Specific Performance", "Taxes", "Death", "Employment", "Solvency", "Withholdings", "Indemnity", "Terms", "Powers", "Transactions With Affiliates", "Agreements", "Interpretations", "Payments", "Governing Laws", "General", "Venues", "Assignments", "Remedies", "Construction", "Interests", "Terminations", "Change In Control", "Miscellaneous", "Capitalization", "Indemnifications", "Representations", "Headings", "Enforceability", "Titles", "Erisa"], "gold": ["Erisa"]}
+{"input": "No Default or Event of Default shall have occurred and be continuing both before and after giving effect to this Amendment.", "references": ["Submission To Jurisdiction", "Representations", "Capitalization", "Tax Withholdings", "Releases", "Books", "General", "Financial Statements", "Erisa", "Closings", "Qualifications", "Powers", "No Waivers", "Liens", "Payments", "Governing Laws", "Taxes", "Waiver Of Jury Trials", "Benefits", "Use Of Proceeds", "Entire Agreements", "Authority", "Severability", "Headings", "Further Assurances", "Terms", "Survival", "Litigations", "Adjustments", "Disclosures", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Executive shall be entitled to participate in all customary and usual benefits available to senior executive officers under the Company\u2019s benefit plans and arrangements, including, without limitation, health, dental, vision and life insurance, premiums for which shall be paid by the Company and Executive, and any other employee benefit plan or arrangement made available in the future by the Company to its senior executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. The Company shall have the right to amend or delete any such benefit plan or arrangement made available by the Company to its senior executives and not otherwise specifically provided for herein.", "references": ["Construction", "Integration", "Agreements", "Erisa", "Survival", "Authority", "Amendments", "Waiver Of Jury Trials", "Severability", "Solvency", "Terminations", "Liens", "Applicable Laws", "Books", "Use Of Proceeds", "Expenses", "Titles", "Compliance With Laws", "Change In Control", "Indemnifications", "Anti-Corruption Laws", "Non-Disparagement", "Taxes", "Fees", "Binding Effects", "Sales", "Qualifications", "Existence", "Terms", "Consent To Jurisdiction", "Benefits"], "gold": ["Benefits"]}
+{"input": "At any time prior to the Closing Date, the Company may in its sole discretion withdraw or terminate the Rights Offering or the Standby Offering. In the event that the Company withdraws or terminates the Rights Offering or the Standby Offering, the Company will return the Standby Purchaser\u2019s payment, or portion thereof, if any, to the Standby Purchaser, without interest or other income, promptly thereafter.", "references": ["Authorizations", "Records", "Participations", "Existence", "Disclosures", "Vacations", "Insurances", "Solvency", "Miscellaneous", "Jurisdictions", "Waiver Of Jury Trials", "Powers", "Financial Statements", "Litigations", "Organizations", "Titles", "Sales", "Tax Withholdings", "Specific Performance", "Governing Laws", "Integration", "Adjustments", "Use Of Proceeds", "Remedies", "Anti-Corruption Laws", "No Waivers", "Base Salary", "Cooperation", "Assigns", "Positions", "Terminations"], "gold": ["Terminations"]}
+{"input": "Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section\u00a05.4 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant (other than the issuance of shares of Common Stock upon exercise in accordance with the terms hereof), including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)\u00a0immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s), (ii)\u00a0at least fifteen (15)\u00a0days prior to the date on which the Company closes its books or takes a record (A)\u00a0with respect to any dividend or distribution upon the shares of Common Stock, (B)\u00a0with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C)\u00a0for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder, (iii)\u00a0at least ten (10)\u00a0Trading Days prior to the consummation of any Fundamental Transaction and (iv)\u00a0within one (1)\u00a0Business Day of the occurrence of an Event of Default (as defined in the Notes), setting forth in reasonable detail any material events with respect to such Event of Default and any efforts by the Company to cure such Event of Default. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the Commission (as defined in the Securities Purchase Agreement) pursuant to a Current Report on Form 8-K. If the Company or any of its Subsidiaries provides material non-public information to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.", "references": ["No Conflicts", "Erisa", "Cooperation", "Miscellaneous", "Effectiveness", "General", "Sales", "Litigations", "Terminations", "Venues", "Defined Terms", "Warranties", "Further Assurances", "Non-Disparagement", "Payments", "Organizations", "Closings", "Transactions With Affiliates", "Withholdings", "Solvency", "Confidentiality", "Assigns", "No Defaults", "Waiver Of Jury Trials", "Authority", "Tax Withholdings", "Governing Laws", "Anti-Corruption Laws", "Interpretations", "Headings", "Notices"], "gold": ["Notices"]}
+{"input": "Each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Credit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, any Issuing Lender or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each Credit Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.", "references": ["No Defaults", "Specific Performance", "Organizations", "Costs", "Use Of Proceeds", "Definitions", "Applicable Laws", "Subsidiaries", "Successors", "Powers", "Effective Dates", "Change In Control", "Counterparts", "Positions", "Confidentiality", "Binding Effects", "Liens", "Payments", "Participations", "Defined Terms", "Non-Disparagement", "Effectiveness", "Interests", "Arbitration", "Litigations", "Intellectual Property", "Modifications", "Further Assurances", "Indemnifications", "Qualifications", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "During the Term, the Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Employer in accordance with their terms, as in effect from time to time, and as are generally provided by the Employer to its senior executive officers.", "references": ["Employment", "Jurisdictions", "Non-Disparagement", "Modifications", "Use Of Proceeds", "Waivers", "Erisa", "Vesting", "Effective Dates", "Insurances", "Consents", "Assigns", "Duties", "No Defaults", "Organizations", "Subsidiaries", "Withholdings", "Solvency", "Brokers", "Venues", "Compliance With Laws", "Construction", "Successors", "Interpretations", "Amendments", "Severability", "Defined Terms", "Fees", "Approvals", "Sales", "Benefits"], "gold": ["Benefits"]}
+{"input": "Articles and Section headings in this Agreement are included herein for the convenience of reference only.", "references": ["Authority", "Payments", "Adjustments", "Vacations", "Interpretations", "General", "Representations", "Further Assurances", "No Conflicts", "Records", "Taxes", "Specific Performance", "Waiver Of Jury Trials", "Duties", "Benefits", "Participations", "Titles", "Sales", "Change In Control", "Jurisdictions", "Insurances", "Non-Disparagement", "Assignments", "Solvency", "Use Of Proceeds", "Interests", "Powers", "Liens", "Entire Agreements", "Releases", "Headings"], "gold": ["Headings"]}
+{"input": "RMS shall obtain and maintain insurance with responsible companies in such amounts and against such risks as are customarily carried by business entities engaged in similar businesses similarly situated, including without limitation, the insurance required to be obtained and maintained by the Agency pursuant to the Agency Guide, and will furnish the Purchaser and Agent on request full information as to all such insurance, and provide within fifteen\u00a0(15) days after receipt of such request the certificates or other documents evidencing renewal of each such policy. RMS shall continue to maintain coverage, for itself and its Subsidiaries, that encompasses employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, Property (other than money and securities), and computer fraud in an aggregate amount of at least such amount as is required by the Agency.", "references": ["Effective Dates", "Interpretations", "Definitions", "Applicable Laws", "Titles", "Defined Terms", "Powers", "Agreements", "Approvals", "Base Salary", "Releases", "Successors", "Modifications", "Indemnifications", "Terms", "Capitalization", "Existence", "Authority", "Interests", "Records", "Taxes", "No Defaults", "Vacations", "Jurisdictions", "Publicity", "Authorizations", "No Conflicts", "Assigns", "Benefits", "Transactions With Affiliates", "Insurances"], "gold": ["Insurances"]}
+{"input": "All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, first-class postage prepaid and return receipt requested), telecopied, e-mailed or delivered, if to any Grantor, to the Company\u2019s address, or if to the Collateral Agent or any Noteholder, to it at its respective address, each as set forth in Section 9(f) of the Securities Purchase Agreement; or as to any such Person, at such other address as shall be designated by such Person in a written notice to all other parties hereto complying as to delivery with the terms of this Section 9 . All such notices and other communications shall be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) with respect to notice sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient\u2019s email server that such e-mail could not be delivered to such recipient) (A) if sent prior to 6:00 PM New York time on any Business Day, when sent, or (B) if sent on or after 6:00 PM New York time on any Trading Day (as defined in the Securities Purchase Agreement), on the next Business Day; or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. For the avoidance of doubt, all Foreign Subsidiaries, as Grantors, hereby appoint the Company as its agent for receipt of service of process and all notices and other communications in the United States at the address specified below.", "references": ["Use Of Proceeds", "Representations", "Organizations", "Costs", "Erisa", "Remedies", "Intellectual Property", "Interests", "Severability", "Employment", "Entire Agreements", "Construction", "Amendments", "Fees", "Interpretations", "Expenses", "Disability", "Litigations", "Arbitration", "Titles", "Terminations", "Modifications", "Duties", "Warranties", "Sales", "Assignments", "Financial Statements", "Survival", "Definitions", "Integration", "Notices"], "gold": ["Notices"]}
+{"input": "This Commitment Letter (and any claim, controversy or dispute arising under or related to any of the foregoing, whether based on contract, tort or otherwise) shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflicts of law principles which would result in the application of the laws of another state; provided , that , (a)\u00a0the interpretation of the definition of Material Adverse Effect (and whether a Material Adverse Effect has occurred), and (b) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.", "references": ["Arbitration", "Definitions", "Counterparts", "Effectiveness", "Amendments", "Payments", "Duties", "Enforceability", "Records", "Non-Disparagement", "Existence", "Headings", "Enforcements", "Vesting", "Costs", "Tax Withholdings", "Representations", "Binding Effects", "Capitalization", "Submission To Jurisdiction", "Participations", "Compliance With Laws", "Releases", "Adjustments", "Insurances", "Indemnity", "Vacations", "Warranties", "Use Of Proceeds", "Applicable Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof.", "references": ["Effectiveness", "Transactions With Affiliates", "Further Assurances", "No Waivers", "Subsidiaries", "Authorizations", "Vesting", "Construction", "Cooperation", "Withholdings", "Miscellaneous", "Existence", "Submission To Jurisdiction", "Sales", "Headings", "Taxes", "Positions", "Organizations", "Assignments", "Anti-Corruption Laws", "Tax Withholdings", "Waiver Of Jury Trials", "Titles", "Warranties", "Base Salary", "Defined Terms", "Disability", "Payments", "Consents", "Liens", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b)\u00a0maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.", "references": ["Qualifications", "Approvals", "Expenses", "Binding Effects", "Death", "Transactions With Affiliates", "Severability", "Benefits", "Vesting", "Successors", "Waivers", "Consents", "Financial Statements", "Forfeitures", "Survival", "Agreements", "Interests", "Litigations", "Records", "Enforceability", "Sales", "Non-Disparagement", "Compliance With Laws", "Cooperation", "Representations", "Enforcements", "Arbitration", "Submission To Jurisdiction", "No Waivers", "Counterparts", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Loan Party (i)\u00a0is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization or formation, (ii)\u00a0has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii)\u00a0is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.", "references": ["Indemnifications", "Fees", "Submission To Jurisdiction", "Confidentiality", "Remedies", "Cooperation", "Books", "Assigns", "Records", "Approvals", "Interests", "Applicable Laws", "Benefits", "Disclosures", "Survival", "Entire Agreements", "Litigations", "Erisa", "Modifications", "Anti-Corruption Laws", "Further Assurances", "Forfeitures", "Agreements", "Solvency", "Counterparts", "Enforcements", "Construction", "Amendments", "Miscellaneous", "Definitions", "Organizations"], "gold": ["Organizations"]}
+{"input": "In accordance with Company policy, the Company shall reimburse You for all reasonable business expenses properly and reasonably incurred and paid by You in the performance of Your duties under this Agreement upon Your presentment of detailed receipts in the form required by the Company\u2019s policy.", "references": ["Approvals", "Powers", "Notices", "Construction", "Vacations", "Solvency", "Defined Terms", "Erisa", "Subsidiaries", "Change In Control", "Disclosures", "Forfeitures", "No Defaults", "Taxes", "Vesting", "Integration", "Warranties", "Disability", "Liens", "Releases", "Brokers", "Further Assurances", "Authorizations", "Intellectual Property", "Waivers", "Enforcements", "Positions", "Venues", "Effective Dates", "Sales", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to such state\u2019s conflict of law provisions, and, in any event, except as superseded by applicable Federal law.", "references": ["Participations", "Counterparts", "Change In Control", "Titles", "Closings", "Base Salary", "Miscellaneous", "Positions", "Confidentiality", "Qualifications", "Non-Disparagement", "Transactions With Affiliates", "Successors", "Payments", "Erisa", "Expenses", "Books", "Disclosures", "Anti-Corruption Laws", "Employment", "Consents", "Survival", "Subsidiaries", "No Defaults", "Arbitration", "Notices", "General", "Adjustments", "Submission To Jurisdiction", "Terminations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "A Party that is obligated to cooperate with the other Party hereunder (a)\u00a0may consider all relevant factors including its other then-current obligations and resource commitments when determining whether the cooperation activities are reasonable, and (b)\u00a0shall not be obligated to obtain any additional resources (including hire any personnel) to accomplish its cooperation hereunder. Such Party\u2019s obligation to cooperate in a particular activity shall not alleviate the other Party\u2019s obligation to perform the underlying activity.", "references": ["Counterparts", "Erisa", "Construction", "Assignments", "Disability", "Use Of Proceeds", "Titles", "Fees", "Organizations", "Miscellaneous", "Subsidiaries", "Capitalization", "Indemnity", "Approvals", "Representations", "Effectiveness", "Enforceability", "Consents", "Headings", "Specific Performance", "Sanctions", "Withholdings", "Costs", "Definitions", "Venues", "Entire Agreements", "No Conflicts", "Change In Control", "Qualifications", "Terms", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Unless compelled to do so by Applicable Laws, Tenant agrees that Tenant shall not disclose, discuss, disseminate or copy any information, data, findings, communications, conclusions and reports regarding the environmental condition of the Premises to any person or entity (other than Tenant's consultants, attorneys, property managers and employees that have a need to know such information), including any governmental authority, without the prior written consent of Landlord. In the event Tenant reasonably believes that disclosure is compelled by Applicable Laws, it shall provide Landlord ten (10) days' advance notice of disclosure of confidential information so that Landlord may attempt to obtain a protective order. Tenant may additionally release such information to bona fide prospective purchasers or lenders, subject to any such parties' written agreement to be bound by the terms of this Exhibit G .", "references": ["Definitions", "Adjustments", "Survival", "Change In Control", "Disclosures", "Forfeitures", "Tax Withholdings", "Releases", "Terms", "Indemnifications", "Specific Performance", "Remedies", "Authority", "Terminations", "Withholdings", "Non-Disparagement", "Records", "Representations", "Warranties", "Vacations", "Participations", "Base Salary", "Closings", "Anti-Corruption Laws", "No Waivers", "Arbitration", "Brokers", "Assignments", "Costs", "Duties", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "(a)\u00a0The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of operations, stockholders\u2019 equity and cash flows as of and for the fiscal year ended December\u00a031, 2017. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such date and for such fiscal year in accordance with GAAP.", "references": ["Venues", "Entire Agreements", "Disability", "Assignments", "Jurisdictions", "Positions", "Remedies", "Costs", "Taxes", "Indemnifications", "Governing Laws", "No Conflicts", "Withholdings", "Terms", "Submission To Jurisdiction", "Confidentiality", "Indemnity", "Effective Dates", "Successors", "Further Assurances", "Waiver Of Jury Trials", "Intellectual Property", "Modifications", "Enforcements", "Powers", "Organizations", "Death", "Approvals", "Fees", "Non-Disparagement", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "If any restriction set forth in Section\u00a07 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.", "references": ["Assigns", "Taxes", "Miscellaneous", "No Waivers", "Change In Control", "Solvency", "Litigations", "Financial Statements", "Survival", "Headings", "Construction", "Modifications", "Participations", "Governing Laws", "Sanctions", "Existence", "Representations", "Duties", "Records", "Withholdings", "Submission To Jurisdiction", "Transactions With Affiliates", "Brokers", "Insurances", "Jurisdictions", "Sales", "Effective Dates", "Compliance With Laws", "Books", "Effectiveness", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Agreement contains the entire agreement between the parties with respect to the Financial Services, and supersedes any and all prior or contemporaneous written or oral agreements relating to any Financial Services. Neither party is relying on any agreement, representation, warranty, or other understanding not expressly stated herein with respect to the Financial Services.", "references": ["Further Assurances", "Adjustments", "Enforceability", "Waiver Of Jury Trials", "Construction", "Brokers", "Approvals", "Confidentiality", "Transactions With Affiliates", "Releases", "Taxes", "Consent To Jurisdiction", "Binding Effects", "Survival", "Compliance With Laws", "Enforcements", "Definitions", "Representations", "Defined Terms", "No Defaults", "Sales", "Records", "Integration", "Remedies", "Positions", "Capitalization", "Agreements", "Authority", "Notices", "Use Of Proceeds", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).", "references": ["Adjustments", "Indemnity", "Liens", "Survival", "Applicable Laws", "Publicity", "Qualifications", "Subsidiaries", "Organizations", "Representations", "Specific Performance", "General", "Interests", "Forfeitures", "Records", "Books", "Effective Dates", "Notices", "Cooperation", "Agreements", "Change In Control", "Assigns", "Confidentiality", "Authority", "Indemnifications", "Assignments", "Withholdings", "Positions", "Use Of Proceeds", "Transactions With Affiliates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Subject to the terms of this Section 3 , all unvested RSUs shall be immediately forfeited upon the Participant\u2019s Termination for any reason.", "references": ["Anti-Corruption Laws", "Organizations", "Construction", "Financial Statements", "Further Assurances", "Miscellaneous", "Sanctions", "Death", "Submission To Jurisdiction", "Enforceability", "Tax Withholdings", "Use Of Proceeds", "Remedies", "Applicable Laws", "Compliance With Laws", "Approvals", "Fees", "Indemnifications", "Effective Dates", "Assigns", "Specific Performance", "Insurances", "Confidentiality", "Waiver Of Jury Trials", "Terms", "Terminations", "Change In Control", "Entire Agreements", "Binding Effects", "Vacations", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i)\u00a0trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii)\u00a0trading of any securities issued or guaranteed by the Company or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market; (iii)\u00a0a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv)\u00a0there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.", "references": ["Interests", "Records", "Further Assurances", "Base Salary", "Binding Effects", "Amendments", "Taxes", "No Defaults", "Warranties", "Vesting", "Enforceability", "Entire Agreements", "Positions", "Submission To Jurisdiction", "Specific Performance", "Books", "Expenses", "Transactions With Affiliates", "Subsidiaries", "Fees", "Effectiveness", "No Waivers", "Defined Terms", "Interpretations", "Powers", "Death", "Assigns", "Miscellaneous", "Intellectual Property", "Notices", "Terminations"], "gold": ["Terminations"]}
+{"input": "As of the Effective Date, Transferor shall and hereby does (a) consent to the foregoing assignment and (b) release TGX of and from any and all obligations TGX may now have or may in the past have had or in the future may have towards Transferor arising under or in connection with the Acquisition Agreement. This Release Agreement does not release the ABP Entities from any liability under the Acquisition Agreement.", "references": ["Venues", "Benefits", "Costs", "Binding Effects", "Use Of Proceeds", "Assigns", "Authority", "Qualifications", "Powers", "No Waivers", "Miscellaneous", "Effective Dates", "Representations", "Forfeitures", "Organizations", "Transactions With Affiliates", "Consent To Jurisdiction", "Approvals", "Titles", "Agreements", "Subsidiaries", "Governing Laws", "Entire Agreements", "Vacations", "Tax Withholdings", "Litigations", "Fees", "Effectiveness", "Terminations", "Anti-Corruption Laws", "Consents"], "gold": ["Consents"]}
+{"input": "Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transaction contemplated hereby.", "references": ["Governing Laws", "Effectiveness", "Venues", "Authorizations", "Capitalization", "Headings", "Withholdings", "Vacations", "Base Salary", "Warranties", "Enforcements", "No Waivers", "Effective Dates", "Releases", "Agreements", "Successors", "Organizations", "Counterparts", "Jurisdictions", "Modifications", "Miscellaneous", "Liens", "Taxes", "Erisa", "Positions", "Expenses", "Closings", "Severability", "Titles", "Payments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Since January 1, 2017, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company under Section 13(a) or 15(d) of the Exchange Act (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \u201cSEC Reports\u201d).", "references": ["Notices", "Solvency", "Interpretations", "Defined Terms", "Forfeitures", "Disability", "Effective Dates", "Titles", "Authority", "Fees", "Cooperation", "Warranties", "Amendments", "Agreements", "Benefits", "Waiver Of Jury Trials", "Terms", "Effectiveness", "Intellectual Property", "Remedies", "Anti-Corruption Laws", "Integration", "Books", "Sales", "Litigations", "Consent To Jurisdiction", "Approvals", "Enforceability", "Miscellaneous", "Counterparts", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "All notices to the ABL Secured Parties and the Term Loan/Notes Secured Parties permitted or required under this Agreement may be sent to the applicable ABL Agent or the applicable Term Loan/Notes Agent as provided in the ABL Credit Agreement or the applicable Term Loan/Notes Agreement. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party\u2019s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties and as otherwise provided in the ABL Loan Documents and the Term Loan/Notes Documents. Each First Priority Agent hereby agrees to promptly notify each Second Priority Agent upon payment in full in cash of all Indebtedness under the applicable First Priority Documents (except for contingent indemnities and cost and reimbursement obligations to the extent no claim therefor has been made).", "references": ["Duties", "Venues", "Approvals", "Indemnity", "Payments", "Agreements", "Consent To Jurisdiction", "Titles", "Entire Agreements", "Representations", "Modifications", "Binding Effects", "Publicity", "Tax Withholdings", "Construction", "Subsidiaries", "Books", "Litigations", "Effectiveness", "Forfeitures", "Releases", "Applicable Laws", "Arbitration", "Disclosures", "Participations", "Compliance With Laws", "Jurisdictions", "Warranties", "Assignments", "Authorizations", "Notices"], "gold": ["Notices"]}
+{"input": "The representations and warranties and covenants set forth in Article III and Article IV of this Agreement shall survive the Closing until the expiration of twelve (12) months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.", "references": ["Indemnity", "Records", "Applicable Laws", "Interests", "Authority", "Assigns", "Interpretations", "Binding Effects", "Forfeitures", "Cooperation", "No Conflicts", "Enforcements", "Agreements", "Books", "Approvals", "Subsidiaries", "Headings", "Specific Performance", "Sanctions", "Assignments", "Closings", "Powers", "Publicity", "Existence", "Participations", "Severability", "Death", "Further Assurances", "Consents", "Enforceability", "Warranties"], "gold": ["Warranties"]}
+{"input": "No broker, finder or investment banker is entitled to any brokerage, finder\u2019s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of PositiveID or the Company.", "references": ["Definitions", "Records", "Insurances", "Books", "Miscellaneous", "Existence", "No Waivers", "Change In Control", "Terms", "Authority", "Solvency", "Adjustments", "Effective Dates", "Counterparts", "Confidentiality", "Qualifications", "Consent To Jurisdiction", "Indemnity", "Representations", "Amendments", "Death", "Employment", "General", "Disclosures", "Notices", "Benefits", "Positions", "Indemnifications", "Titles", "Modifications", "Brokers"], "gold": ["Brokers"]}
+{"input": "Notwithstanding any particular state\u2019s conflict of laws rules or provisions and to the extent permitted by federal law, this Agreement shall be interpreted, construed, and enforced pursuant to and in accordance with the laws of the State of Ohio. Except for the two specific circumstances set forth below, the parties agree to submit all disputes arising out of or in connection with this Award Agreement to the exclusive jurisdiction of the Court of Common Pleas, Franklin County, Ohio, or the federal courts of Ohio. Employee expressly consents to the personal jurisdiction of the state and federal courts of Ohio for any lawsuit filed there against Employee by the Company arising from or relating to this Award Agreement. Employee further agrees that the Court of Common Pleas, Franklin County, Ohio and the federal courts of Ohio are proper venues for any resolution of disputes in connection with or arising out of this Award Agreement.", "references": ["Insurances", "Capitalization", "No Waivers", "Sales", "Terms", "Consents", "Books", "Anti-Corruption Laws", "Compliance With Laws", "Modifications", "Integration", "Effectiveness", "Tax Withholdings", "Brokers", "Fees", "Taxes", "Applicable Laws", "Indemnifications", "Interpretations", "Construction", "Titles", "Qualifications", "Adjustments", "Enforceability", "Venues", "Closings", "Organizations", "Costs", "Disability", "Positions", "General"], "gold": ["General"]}
+{"input": "The closing of the Exchange shall occur on the date hereof or such later date as is mutually agreed by the Company and the Purchasers and on which all of the conditions set forth in Section 6 have been satisfied (the \u201c Closing Date \u201d) and will take place at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022 or remotely via the exchange of documents and signatures (the \u201c Closing \u201d).", "references": ["Venues", "Terminations", "Fees", "Indemnifications", "Amendments", "Successors", "Costs", "Cooperation", "Entire Agreements", "Sanctions", "Vacations", "Further Assurances", "Confidentiality", "Headings", "Solvency", "Financial Statements", "Change In Control", "Disability", "Binding Effects", "Remedies", "Expenses", "General", "Forfeitures", "Base Salary", "Erisa", "Effectiveness", "Vesting", "Books", "No Defaults", "Waiver Of Jury Trials", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.", "references": ["Fees", "Amendments", "Definitions", "Defined Terms", "Integration", "Approvals", "Modifications", "Terms", "Construction", "Submission To Jurisdiction", "Payments", "Cooperation", "Books", "Enforcements", "Assigns", "Forfeitures", "Indemnity", "Non-Disparagement", "Costs", "Death", "Base Salary", "Publicity", "Governing Laws", "Enforceability", "Tax Withholdings", "Benefits", "Vesting", "Warranties", "Change In Control", "Counterparts", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Use the proceeds of any Loan or Letter of Credit, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.", "references": ["Authority", "Warranties", "Submission To Jurisdiction", "Change In Control", "Agreements", "Employment", "Benefits", "No Conflicts", "General", "Severability", "Arbitration", "Closings", "Defined Terms", "Books", "Records", "Indemnifications", "Modifications", "Releases", "Governing Laws", "No Defaults", "Assigns", "Disclosures", "Venues", "Jurisdictions", "Taxes", "Litigations", "Solvency", "Publicity", "Adjustments", "Interests", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the address set forth below and to the Company at its principal place of business, or such other address as either party may specify in writing.", "references": ["Remedies", "Transactions With Affiliates", "Employment", "Severability", "Warranties", "Positions", "Death", "Defined Terms", "Base Salary", "Books", "Assignments", "Further Assurances", "Amendments", "Waiver Of Jury Trials", "Subsidiaries", "Titles", "Payments", "Integration", "Entire Agreements", "Benefits", "Applicable Laws", "Authorizations", "Capitalization", "No Conflicts", "Definitions", "Venues", "Submission To Jurisdiction", "Interpretations", "Waivers", "Releases", "Notices"], "gold": ["Notices"]}
+{"input": "As used in this Agreement, unless the context otherwise requires: (1)\u00a0the terms defined herein will have the meanings set forth herein for all purposes; (1)\u00a0references to \u201cSection\u201d are to a section hereof; (1)\u00a0 \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d are deemed to be followed by \u201cwithout limitation\u201d whether or not they are in fact followed by such words or words of like import; (1)\u00a0 \u201cwriting,\u201d \u201cwritten\u201d and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; (1)\u00a0 \u201chereof,\u201d \u201cherein,\u201d \u201chereunder\u201d and comparable terms refer to the entirety of this Agreement and not to any particular section or other subdivision hereof or attachment hereto; (1)\u00a0references to any gender include references to all genders; and (1)\u00a0references to any agreement or other instrument or statute or regulation are referred to as amended or supplemented from time to time (and, in the case of a statute or regulation, to any successor provision).", "references": ["Change In Control", "Capitalization", "Organizations", "Financial Statements", "Costs", "Terminations", "Integration", "Disclosures", "Benefits", "Enforceability", "Adjustments", "Indemnity", "Duties", "Miscellaneous", "Forfeitures", "Existence", "Consent To Jurisdiction", "Severability", "Anti-Corruption Laws", "Specific Performance", "Solvency", "Arbitration", "Modifications", "Binding Effects", "Enforcements", "Interpretations", "Effectiveness", "Subsidiaries", "Effective Dates", "Vacations", "Construction"], "gold": ["Construction"]}
+{"input": "If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement shall be valid and enforced to the fullest extent permitted by law.", "references": ["Financial Statements", "Base Salary", "Terms", "Sanctions", "Compliance With Laws", "Transactions With Affiliates", "Remedies", "Jurisdictions", "Cooperation", "Amendments", "Arbitration", "Indemnity", "Books", "Use Of Proceeds", "Binding Effects", "Enforceability", "Participations", "Defined Terms", "Taxes", "Closings", "Successors", "Entire Agreements", "Indemnifications", "Solvency", "No Defaults", "Publicity", "Titles", "General", "Organizations", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and the Participant and his Beneficiary (and their heirs, executors, administrators and legal representatives).", "references": ["Expenses", "Arbitration", "Entire Agreements", "Vacations", "Insurances", "General", "Publicity", "Capitalization", "Successors", "Intellectual Property", "Jurisdictions", "Disclosures", "Agreements", "Non-Disparagement", "Waivers", "Records", "Integration", "Brokers", "Waiver Of Jury Trials", "Amendments", "Assignments", "Approvals", "Sanctions", "Erisa", "Powers", "Consents", "Benefits", "Effective Dates", "Fees", "Notices", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "No later than [***] after the earliest achievement of each development milestone event set forth below for a particular Collaboration Product, CStone will pay to Blueprint the corresponding development milestone payment set forth below (the development milestone events set forth in Table 10.2.1(a), Table 10.2.1(b), and Table 10.2.1(c) the \u201c Development Milestone Events \u201d and the development milestone payments set forth in Table 10.2.1(a), Table 10.2.1(b), and Table 10.2.1(c) the \u201c Development Milestone Payments \u201d).", "references": ["Brokers", "Taxes", "Terms", "Duties", "Confidentiality", "Qualifications", "Use Of Proceeds", "Withholdings", "Assignments", "Powers", "Insurances", "Enforceability", "Titles", "Approvals", "No Waivers", "Arbitration", "Authority", "Defined Terms", "Amendments", "Waivers", "Records", "Indemnity", "Notices", "Employment", "Publicity", "Terminations", "Integration", "Headings", "Death", "Enforcements", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement, including any exhibits, is the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings of the parties.", "references": ["Releases", "Binding Effects", "Agreements", "Titles", "Successors", "Authority", "Existence", "Indemnity", "Taxes", "Assignments", "Submission To Jurisdiction", "General", "Publicity", "No Waivers", "Disability", "Forfeitures", "Sanctions", "Representations", "Fees", "Qualifications", "Intellectual Property", "Records", "Waiver Of Jury Trials", "Non-Disparagement", "Duties", "Death", "Erisa", "Jurisdictions", "Enforceability", "No Defaults", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each LC Issuing Bank, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the LC Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Effectiveness", "No Waivers", "Venues", "Intellectual Property", "Capitalization", "Withholdings", "Death", "Vacations", "Publicity", "Base Salary", "Titles", "Closings", "Non-Disparagement", "Miscellaneous", "Effective Dates", "Change In Control", "Governing Laws", "Forfeitures", "Defined Terms", "Entire Agreements", "Brokers", "Headings", "Confidentiality", "Fees", "Notices", "Costs", "Vesting", "Authorizations", "Consents", "Subsidiaries", "Successors"], "gold": ["Successors"]}
+{"input": "The Company hereby acknowledges and agrees that the Supporting Holders have hired Paul, Weiss in connection with the execution of this Agreement and the Potential Transaction.\u00a0 The Company shall pay the reasonable and documented fees and expenses of Paul, Weiss in accordance with the fee reimbursement letter between the Company and Paul, Weiss dated August\u00a014, 2018.", "references": ["Venues", "Miscellaneous", "Litigations", "Further Assurances", "Counterparts", "Sanctions", "Notices", "Construction", "Definitions", "Integration", "Interpretations", "Disability", "Jurisdictions", "Severability", "Titles", "Remedies", "Financial Statements", "Entire Agreements", "Benefits", "Records", "Qualifications", "Adjustments", "Binding Effects", "Defined Terms", "Amendments", "Indemnifications", "Terminations", "Withholdings", "Anti-Corruption Laws", "Tax Withholdings", "Expenses"], "gold": ["Expenses"]}
+{"input": "Borrower shall promptly commence and diligently pursue to completion all work set forth in the capital expenditures budget attached hereto as Exhibit H (the \u201cApproved Capital Expenditures Budget\u201d). Without limiting the foregoing, all work required to be completed by Borrower pursuant to any so-called \u201cProperty Improvement Plan\u201d now or hereafter entered into by Borrower and the franchisor under the Franchise Agreement shall be completed when required in accordance with the terms thereof. Borrower shall promptly correct and remedy any defects or deficiencies in construction of capital improvements or tenant improvements or any future repairs, restorations, reconstructions or modifications thereto.", "references": ["Enforcements", "Fees", "Confidentiality", "Effectiveness", "Authorizations", "Taxes", "Agreements", "Terms", "Employment", "Qualifications", "Jurisdictions", "Change In Control", "Counterparts", "Remedies", "Adjustments", "Costs", "Participations", "Assigns", "Duties", "Amendments", "Books", "Definitions", "Waiver Of Jury Trials", "Compliance With Laws", "Defined Terms", "Liens", "Releases", "Forfeitures", "Disclosures", "Specific Performance", "Construction"], "gold": ["Construction"]}
+{"input": "At the closing of the funding, the Company agrees to pay out of the proceeds a total of $4,500.00, to Buyer, representing Buyer counsel fees and other expenses incurred by Buyer for its research & due diligence.", "references": ["Agreements", "Compliance With Laws", "Closings", "Existence", "Insurances", "Survival", "Severability", "Liens", "Intellectual Property", "Employment", "Death", "Transactions With Affiliates", "Definitions", "Benefits", "Costs", "Withholdings", "Organizations", "Successors", "No Waivers", "Subsidiaries", "Authorizations", "Entire Agreements", "Duties", "Payments", "Releases", "Defined Terms", "Warranties", "No Conflicts", "Positions", "Specific Performance", "Expenses"], "gold": ["Expenses"]}
+{"input": "Use the proceeds of the Loans on or after the Amendment No.\u00a05 Effective Date, (a)\u00a0in the case of the Term A US Facility, to continue the outstanding \u201cTerm A Loans\u201d in effect immediately prior to the Amendment No.\u00a05 Effective Date (without any novation thereof), (b)\u00a0in the case of the Term A CAD Facility, the Term A AUD Facility and the Term B Facility, (i)\u00a0to directly or indirectly consummate on or about the Amendment No.\u00a05 Effective Date, the redemption or repurchase of the Senior 2022 Notes in an aggregate principal amount of $800,000,000, plus any make-whole or other premium or payment due in connection therewith, (ii)\u00a0to repay the outstanding \u201cTerm A Loans\u201d in effect immediately prior to the Amendment No.\u00a05 Effective Date in an amount necessary to reduce it to the amount of the Term A US Facility and (ii)\u00a0to pay costs and expenses related to Amendment No.\u00a05 and the other transactions contemplated thereby and (c)\u00a0in each case, otherwise to provide ongoing working capital and for other general corporate purposes (including Permitted Acquisitions) not in contravention of any Law or of any Loan Document.", "references": ["Sanctions", "Construction", "Notices", "Governing Laws", "Fees", "Arbitration", "Change In Control", "Indemnifications", "Counterparts", "Duties", "Disability", "Successors", "Subsidiaries", "Severability", "Binding Effects", "Participations", "Jurisdictions", "Vacations", "Terms", "Compliance With Laws", "Authority", "No Conflicts", "Publicity", "Forfeitures", "Definitions", "Confidentiality", "No Waivers", "Vesting", "Further Assurances", "Applicable Laws", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Borrowers agree to indemnify each Lender and to hold such Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (a)\u00a0default by the Borrowers in payment of the principal amount of or interest on any Eurodollar Loans of such Lender, including, but not limited to any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Loans hereunder, (b)\u00a0default by the Borrowers in making a conversion of ABR Loans to Eurodollar Loans after the Borrower Agent has given notice in accordance with subsection 4.3 or in continuing Eurodollar Loans for an additional Interest Period after the Borrower Agent has given a notice in accordance with clause (b)\u00a0of the definition of Interest Period, (c)\u00a0default by the Borrowers in making any prepayment of Eurodollar Loans after the Borrower Agent has given a notice in accordance with subsection 4.3 or (d)\u00a0a payment or prepayment of a Eurodollar Loan or conversion of any Eurodollar Loan into an ABR Loan, in either case on a day which is not the last day of an Interest Period with respect thereto (any of the events referred to in clauses (b), (c) or (d), a \u201c Breakage Event \u201d). In the case of a Breakage Event, such loss or expense shall include an amount equal to the excess, as reasonably determined by such Lender of (i)\u00a0the cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii)\u00a0the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period, but such loss or expense shall not, in any event, include any lost profit or loss of Applicable Margin. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Agent and shall be conclusive absent manifest error. This covenant shall survive termination of this Agreement and payment of the outstanding Obligations.", "references": ["Notices", "Subsidiaries", "Entire Agreements", "Representations", "Modifications", "Authority", "Consents", "Terms", "Interests", "Capitalization", "Enforceability", "Agreements", "Vacations", "Waiver Of Jury Trials", "Sales", "Vesting", "Indemnifications", "No Waivers", "Qualifications", "Positions", "Payments", "Solvency", "Binding Effects", "Counterparts", "Change In Control", "Submission To Jurisdiction", "Assignments", "Disclosures", "Intellectual Property", "Releases", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The term (\u201cTerm\u201d) of this Agreement shall commence on the date set forth above and shall terminate upon the earlier to occur of: (a) written consent of all parties to this Agreement, or (b) the departure of Shai Lustgarten as the CEO of Quest Solution, Inc. Upon the sale of Shares, the respective interest in this agreement will expire.", "references": ["Releases", "Titles", "Warranties", "Withholdings", "Submission To Jurisdiction", "Sanctions", "Compliance With Laws", "Records", "Liens", "Governing Laws", "Construction", "Further Assurances", "Use Of Proceeds", "Vesting", "Miscellaneous", "Organizations", "Entire Agreements", "Employment", "Closings", "Modifications", "Financial Statements", "Severability", "Subsidiaries", "Approvals", "Tax Withholdings", "General", "Interests", "Disclosures", "Erisa", "Sales", "Terms"], "gold": ["Terms"]}
+{"input": "There are no Liens on any of the real or personal properties of the Borrower or any Subsidiary except for Liens permitted by Section\u00a06.02.", "references": ["Disability", "Closings", "Brokers", "Non-Disparagement", "Disclosures", "Jurisdictions", "Fees", "Costs", "Governing Laws", "General", "Terms", "Capitalization", "Effectiveness", "Cooperation", "Vesting", "Waivers", "Records", "Insurances", "Participations", "Arbitration", "Transactions With Affiliates", "Consent To Jurisdiction", "Employment", "Indemnity", "Notices", "Defined Terms", "Further Assurances", "Enforcements", "Erisa", "Anti-Corruption Laws", "Liens"], "gold": ["Liens"]}
+{"input": "Neither the Company nor any of its Subsidiaries is in (a)\u00a0violation of its Organizational Documents, (b)\u00a0violation of any Law or (c)\u00a0breach, default (or an event that, with notice or lapse of time or both, would constitute such an event) or violation in the performance of any obligation, agreement, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of each of clauses (b)\u00a0and (c), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Authorizations", "Fees", "Cooperation", "Waiver Of Jury Trials", "Participations", "Erisa", "Qualifications", "Construction", "Expenses", "Assignments", "Waivers", "Effectiveness", "Enforceability", "Closings", "Submission To Jurisdiction", "Consent To Jurisdiction", "Assigns", "Organizations", "Defined Terms", "Successors", "Withholdings", "Titles", "Subsidiaries", "Releases", "Interpretations", "Employment", "Authority", "Amendments", "Enforcements", "Taxes", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement will be binding upon your heirs and personal and legal representatives, and the successors and assigns of the Company Group.\u00a0\u00a0This Agreement and the rights and obligations hereunder may not be assigned by you, but are assignable by us.", "references": ["Sales", "Costs", "Defined Terms", "Enforceability", "No Conflicts", "Payments", "Financial Statements", "Waivers", "Participations", "Modifications", "Warranties", "Change In Control", "Vesting", "Use Of Proceeds", "Submission To Jurisdiction", "Survival", "Representations", "Specific Performance", "Cooperation", "Consent To Jurisdiction", "Venues", "Enforcements", "Sanctions", "No Defaults", "No Waivers", "Records", "Brokers", "Further Assurances", "Powers", "Indemnifications", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Effective Date of this Amendment shall be retroactive as of March 14, 2017 (the \u201cEffective Date\u201d), with the same full force and effect as if executed on such date.", "references": ["Consent To Jurisdiction", "Agreements", "Brokers", "No Conflicts", "Submission To Jurisdiction", "Change In Control", "Assignments", "Withholdings", "Binding Effects", "General", "Severability", "Authorizations", "Use Of Proceeds", "Adjustments", "Positions", "Interpretations", "Forfeitures", "Litigations", "Insurances", "Titles", "Participations", "Sanctions", "Construction", "Liens", "Costs", "Solvency", "Tax Withholdings", "Indemnifications", "Assigns", "Authority", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "These Subscription Materials along with the Company Agreement and any other agreement between the Investor and the Managers and/or the Company constitute the entire agreement between the parties hereto with respect to the subject matter of these Subscription Materials and may be amended only in writing, executed by all parties hereto.", "references": ["Notices", "Venues", "Capitalization", "Interests", "Assignments", "Solvency", "Integration", "Subsidiaries", "Interpretations", "Non-Disparagement", "Successors", "Insurances", "Enforceability", "Death", "Compliance With Laws", "Participations", "Books", "Disclosures", "Indemnity", "Duties", "Authority", "Consent To Jurisdiction", "Representations", "Publicity", "Authorizations", "Waiver Of Jury Trials", "No Waivers", "Forfeitures", "Arbitration", "Litigations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Subtenant shall provide at its expense, and keep in force during the term of this Sublease, such policies of insurance as will satisfy the obligation of Sublandlord as Tenant, including without limitations the insurance requirements set forth in Section 10.1 of the Prime Lease captioned \"Tenant's Insurance\".", "references": ["Jurisdictions", "Expenses", "Compliance With Laws", "Adjustments", "Records", "Powers", "Headings", "No Waivers", "Interpretations", "Arbitration", "Defined Terms", "Waivers", "Cooperation", "Enforcements", "Assigns", "Confidentiality", "Litigations", "Closings", "General", "Authority", "Payments", "Interests", "Forfeitures", "No Defaults", "Waiver Of Jury Trials", "Brokers", "Existence", "Enforceability", "Remedies", "Benefits", "Insurances"], "gold": ["Insurances"]}
+{"input": "The closing (the \u201c Closing \u201d or the \u201c Closing Date \u201d) of the transactions contemplated by this Agreement shall occur on or before such date which is thirty (30) days from the execution of this Agreement, or such other date as the parties shall agree. Such Closing shall take place at a mutually agreeable time and place, and be conditioned upon all of the conditions of the Exchange being met.", "references": ["Consents", "Existence", "Expenses", "Severability", "Cooperation", "Notices", "Enforceability", "Subsidiaries", "Waivers", "Entire Agreements", "Payments", "Modifications", "Authority", "Jurisdictions", "Binding Effects", "Indemnity", "Counterparts", "Construction", "Applicable Laws", "Fees", "Duties", "Vacations", "Liens", "Insurances", "Publicity", "Non-Disparagement", "Use Of Proceeds", "Indemnifications", "Warranties", "Waiver Of Jury Trials", "Closings"], "gold": ["Closings"]}
+{"input": "Each party acknowledges that the other party will have no adequate remedy at law if the first party violates certain of the terms of this Agreement, and that the other party shall have the right, to the extent permitted by applicable law, in addition to any other rights or remedies it may have, to obtain from any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach hereof or otherwise to specifically enforce the provisions hereof.", "references": ["Governing Laws", "Survival", "Warranties", "Specific Performance", "Titles", "No Waivers", "Transactions With Affiliates", "Qualifications", "General", "Forfeitures", "Insurances", "Compliance With Laws", "Waivers", "Authorizations", "Effectiveness", "Vacations", "Fees", "Base Salary", "Duties", "Sanctions", "Subsidiaries", "Successors", "Brokers", "Counterparts", "Assignments", "Change In Control", "Entire Agreements", "Erisa", "Integration", "Litigations", "Remedies"], "gold": ["Remedies"]}
+{"input": "The Parent has previously furnished to the Administrative Agent the audited consolidated balance sheets of the Parent and its Subsidiaries as of December\u00a031, 2017, and the related consolidated statements of operation, cash flows and changes in shareholders\u2019 equity for the fiscal year then ended, the notes accompanying such financial statements, and the report of KPMG LLP.\u00a0 Such financial statements fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of their respective dates and the results of operations and cash flows of the Parent and its Subsidiaries for the periods ended on such dates in accordance with GAAP for the periods covered thereby, subject, in the case of interim financial statements, to normal year-end adjustments, reclassifications and absence of footnotes.\u00a0 Since December\u00a031, 2017, there has been no change that could reasonably be expected to have a Material Adverse Effect.", "references": ["Vacations", "Consent To Jurisdiction", "Books", "Submission To Jurisdiction", "No Conflicts", "Confidentiality", "Benefits", "Remedies", "Authority", "Survival", "Further Assurances", "Expenses", "Releases", "Base Salary", "Amendments", "Forfeitures", "Construction", "Definitions", "Effective Dates", "Integration", "Fees", "Payments", "Binding Effects", "Vesting", "Existence", "Disclosures", "Non-Disparagement", "Erisa", "Titles", "Defined Terms", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, Noteholder may at its option, (a) declare the entire principal amount of this Note, together with all accrued interest thereon, the Permitted Shortfall Amount and all other amounts payable hereunder, immediately due and payable; and/or (b) exercise any or all of its rights, powers or remedies under applicable Law; provided , however that, if an Event of Default under Section 7.7 shall occur, the principal of and accrued interest on this Note together with the Permitted Shortfall Amount shall become immediately due and payable without any notice, declaration or other act on the part of Noteholder.", "references": ["Survival", "Publicity", "Capitalization", "Confidentiality", "Records", "Existence", "Sanctions", "Consent To Jurisdiction", "Definitions", "Transactions With Affiliates", "Sales", "Disclosures", "Organizations", "Death", "Positions", "Enforceability", "Taxes", "Enforcements", "Disability", "Construction", "Subsidiaries", "Severability", "Adjustments", "Vacations", "Miscellaneous", "Insurances", "Qualifications", "Costs", "Approvals", "Assigns", "Remedies"], "gold": ["Remedies"]}
+{"input": "Upon termination of the License granted hereunder, LICENSEE shall pay LICENSOR all royalties, milestone payments and any other amounts due or accrued up to and including the date of termination and (ii) for twelve (12) months following the date of termination, the sale of Licensed Products manufactured prior to the termination date, if LICENSEE and LICENSOR separately agree to conduct such sales.", "references": ["Interpretations", "Transactions With Affiliates", "Withholdings", "Amendments", "Litigations", "Adjustments", "Effective Dates", "Use Of Proceeds", "Non-Disparagement", "Miscellaneous", "Integration", "Representations", "Disclosures", "Death", "Base Salary", "Submission To Jurisdiction", "Warranties", "Interests", "Waiver Of Jury Trials", "Closings", "Releases", "Books", "Definitions", "Remedies", "Jurisdictions", "Modifications", "Organizations", "Specific Performance", "Indemnity", "Brokers", "Payments"], "gold": ["Payments"]}
+{"input": "No supplement, modification, amendment, or waiver of any term, provision or condition of this Agreement shall be binding or enforceable unless executed in writing by all the parties hereto.", "references": ["Payments", "Construction", "Arbitration", "Representations", "Erisa", "Interpretations", "Effectiveness", "Subsidiaries", "Withholdings", "Releases", "No Defaults", "Effective Dates", "Titles", "Survival", "Participations", "Non-Disparagement", "Enforceability", "Employment", "Successors", "Tax Withholdings", "Cooperation", "Binding Effects", "Severability", "Base Salary", "Terms", "Books", "Change In Control", "Expenses", "Duties", "Approvals", "Modifications"], "gold": ["Modifications"]}
+{"input": "Except as otherwise provided in Section 6.3, from and after the Closing, the parties shall not (and shall cause their respective agents and/or Affiliates not to) use or disclose any information concerning this Agreement or the transactions contemplated herein to any third party except (i) with the prior written consent of the other party; (ii) to any governmental body having jurisdiction to require disclosure or to any arbitral body, to the extent required by same; (iii) as otherwise may be required by law or legal process, including to legal and financial advisors in their capacity of advising a party in such matters; (iv) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties; or (v) in confidence to its legal counsel, accountants, banks and financing sources and their advisors in the normal course of business or in connection with strategic or financial transactions; provided that, in (ii) through (v) above, (a) each party shall use all legitimate and legal means available to minimize the disclosure to third parties, including seeking a confidential treatment request or protective order whenever appropriate or available; and (b) except for permitted disclosures to legal and financial advisors and accountants, a party shall provide the other party with at least ten (10) Business Days\u2019 prior written notice of such disclosure.", "references": ["Benefits", "Waiver Of Jury Trials", "Terminations", "Cooperation", "Effectiveness", "No Conflicts", "Transactions With Affiliates", "Venues", "Notices", "Duties", "Assigns", "Death", "Titles", "Fees", "Specific Performance", "Further Assurances", "Entire Agreements", "Disability", "Integration", "Approvals", "Financial Statements", "Publicity", "Closings", "Anti-Corruption Laws", "Tax Withholdings", "Expenses", "Positions", "Representations", "Warranties", "Adjustments", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 300,000 shares. Upon receiving the Purchaser\u2019s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section 2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).", "references": ["Enforceability", "Indemnity", "Death", "Costs", "Definitions", "Records", "Insurances", "Modifications", "Specific Performance", "Headings", "Positions", "Change In Control", "Forfeitures", "General", "Base Salary", "Intellectual Property", "Submission To Jurisdiction", "Effectiveness", "Liens", "Organizations", "Terminations", "Waiver Of Jury Trials", "Participations", "No Conflicts", "Sanctions", "Disability", "Withholdings", "Powers", "Cooperation", "Capitalization", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflicts of laws principles or rules thereof.", "references": ["Sanctions", "Assignments", "Waivers", "Releases", "Warranties", "Compliance With Laws", "Existence", "Adjustments", "Venues", "Qualifications", "Terminations", "Records", "Effective Dates", "Brokers", "Vacations", "Arbitration", "Financial Statements", "Disclosures", "Indemnity", "Modifications", "Authorizations", "Disability", "Notices", "Remedies", "Interests", "Representations", "No Defaults", "No Conflicts", "Payments", "Participations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except for the matters set forth on Schedule 5.9 attached hereto, as of the Restatement Date, no action, suit or proceeding against or affecting any VSE Entity is presently pending, or to the knowledge of any Borrower, threatened, in any court, before any Government, or before any arbitration board or tribunal, that involves the possibility of any judgment or liability not fully covered by insurance, which, if determined adversely to the interests of any VSE Entity, would reasonably be expected to have a Material Adverse Effect. No VSE Entity is in default with respect to any order, writ, injunction or decree of any court, Government or arbitration board or tribunal.", "references": ["Participations", "Fees", "Subsidiaries", "Sanctions", "Costs", "Tax Withholdings", "Agreements", "Severability", "Venues", "Adjustments", "No Waivers", "Duties", "Jurisdictions", "Authority", "Approvals", "Change In Control", "Enforceability", "Defined Terms", "Successors", "Consent To Jurisdiction", "Disclosures", "Positions", "Intellectual Property", "Counterparts", "Base Salary", "Vesting", "Assigns", "Arbitration", "Existence", "Taxes", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Release and the Separation Agreement contain the Parties\u2019 entire agreement with regard to the separation of Executive\u2019s employment, and supersede and replace any prior agreements as to those matters, whether oral or written, including without limitation, the Company\u2019s Amended and Restated Severance Plan. Executive acknowledges and agrees that there are no other agreements, written, oral or implied, and that Executive may not rely on any prior negotiations, discussions, representations or agreements. This Release may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Release. This Release may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.", "references": ["Governing Laws", "Participations", "Financial Statements", "Death", "Powers", "Consents", "Further Assurances", "Enforcements", "Titles", "Integration", "Arbitration", "No Waivers", "Cooperation", "Consent To Jurisdiction", "Authorizations", "Benefits", "Expenses", "Definitions", "Tax Withholdings", "Vesting", "Waivers", "Adjustments", "Assigns", "Duties", "Jurisdictions", "Subsidiaries", "Existence", "Non-Disparagement", "Assignments", "Books", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as expressly provided in Section 10.1 , the parties hereto intend that nothing in this Agreement, express or implied, is intended to or shall confer upon any other person, including, without limitation, any employee or former employee of Seller, any legal or equitable right, benefit or remedy of any nature whatsoever, including without limitation, any rights of employment or benefits for any specified period, under or by reason of this Agreement.", "references": ["Severability", "Financial Statements", "Change In Control", "Cooperation", "Enforcements", "Expenses", "Jurisdictions", "Venues", "Records", "Tax Withholdings", "Consent To Jurisdiction", "Interests", "Interpretations", "Brokers", "Transactions With Affiliates", "Definitions", "Publicity", "Books", "Headings", "Insurances", "Enforceability", "Subsidiaries", "Participations", "Representations", "Agreements", "Arbitration", "Assigns", "Construction", "No Waivers", "No Defaults", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "(a)\u00a0The Revolver Borrowers agree, on a several and not joint basis , to pay to the Revolver Administrative Agent for the account of each Revolving Credit Lender (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Revolving Commitment Fee Rate per annum applicable to the Revolving Credit Commitments on the actual daily unused amount of the Revolving Credit Commitment of such Revolving Credit Lender during the period from and including the Closing Date to but excluding the date on which such Lender\u2019s Revolving Credit Commitment terminates. The foregoing notwithstanding, the applicable lenders may consent to a different commitment fee to be paid pursuant to the terms of any applicable Incremental Facility Amendment, Replacement Facility Amendment or Extension Offer. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the last day of December 2018. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the commitment fee only, the Revolving Credit Commitment of any Revolving Credit Lender shall be deemed to be used to the extent of Revolving Credit Loans of such Revolving Credit Lender and the LC Exposure of such Revolving Credit Lender.", "references": ["Compliance With Laws", "Severability", "Indemnity", "Interests", "Jurisdictions", "Applicable Laws", "Books", "Solvency", "Change In Control", "Anti-Corruption Laws", "Authority", "Approvals", "Organizations", "Interpretations", "Consent To Jurisdiction", "Arbitration", "Disability", "Indemnifications", "Notices", "Modifications", "No Conflicts", "Capitalization", "Duties", "Definitions", "Financial Statements", "Payments", "Releases", "Powers", "Assignments", "Cooperation", "Fees"], "gold": ["Fees"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULE GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS.", "references": ["Warranties", "Applicable Laws", "Non-Disparagement", "Miscellaneous", "Approvals", "Consent To Jurisdiction", "Agreements", "Powers", "Defined Terms", "Benefits", "Positions", "Publicity", "Participations", "Use Of Proceeds", "Indemnifications", "Integration", "Intellectual Property", "Further Assurances", "Titles", "Binding Effects", "Construction", "Fees", "Terms", "General", "Consents", "Headings", "Notices", "Entire Agreements", "Successors", "Interpretations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Wells Fargo and each party to this agreement hereby agree, upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this arbitration provision. Arbitration may be demanded before the institution of a judicial proceeding, or during a judicial proceeding, but not more than 60 days after service of a complaint, third party complaint, cross-claim, or any answer thereto, or any amendment to any of such pleadings. A \"Dispute\" shall include any dispute, claim or controversy of any kind, whether in contract or in tort, legal or equitable, now existing or hereafter arising, relating in any way to any aspect of this agreement, or any related agreement incorporating this arbitration provision (the \"Documents\"), or any renewal, extension, modification or refinancing of any indebtedness or obligation relating thereto, including without limitation, their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARBITRATED PURSUANT TO THIS ARBITRATION PROVISION.", "references": ["Interests", "Employment", "Adjustments", "Capitalization", "Transactions With Affiliates", "No Conflicts", "Qualifications", "Warranties", "Taxes", "Consents", "Books", "Enforceability", "Agreements", "Counterparts", "Approvals", "Terms", "Non-Disparagement", "Vacations", "Applicable Laws", "Benefits", "Assignments", "Records", "Survival", "Disclosures", "Indemnifications", "Vesting", "Participations", "Solvency", "Compliance With Laws", "Base Salary", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "You agree that you will remain bound by, and will adhere to, the confidentiality and non-competition covenants (2- year duration following the Transition Date) set forth in Sections 8 and 9 of the Employment Agreement, which survive the termination of your Employment Agreement, for the remainder of your employment with Cavco and for the additional post-termination of employment periods set forth therein.", "references": ["Records", "Liens", "Modifications", "Adjustments", "Benefits", "Representations", "Employment", "Tax Withholdings", "Subsidiaries", "Amendments", "Interpretations", "Books", "Titles", "Duties", "Integration", "Positions", "Terms", "Taxes", "Applicable Laws", "Indemnifications", "Miscellaneous", "Construction", "Expenses", "Disability", "Erisa", "Jurisdictions", "Further Assurances", "Intellectual Property", "Specific Performance", "Vesting", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Upon receipt of the requisite stockholder approval, the Parties shall execute the Purchase Agreement and consummate the transactions contemplated thereby, including the purchase and sale of the Note and the issuance of the Warrant, as soon as possible, but in any event, no later than three (3)\u00a0business days, after receipt of such stockholder approval.", "references": ["Forfeitures", "Waivers", "Headings", "Organizations", "Effective Dates", "Positions", "Consents", "Records", "Amendments", "No Defaults", "Approvals", "Disability", "No Waivers", "Successors", "Non-Disparagement", "Enforcements", "Payments", "Warranties", "Further Assurances", "Use Of Proceeds", "Taxes", "Construction", "Terminations", "Assigns", "Sanctions", "Submission To Jurisdiction", "Subsidiaries", "Defined Terms", "Effectiveness", "Cooperation", "Closings"], "gold": ["Closings"]}
+{"input": "Each Party shall be responsible for its own compliance and its subcontractors\u2019 compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.", "references": ["Vacations", "Insurances", "Financial Statements", "Approvals", "Books", "Modifications", "Taxes", "Sanctions", "Indemnifications", "Construction", "Qualifications", "Authorizations", "No Defaults", "Anti-Corruption Laws", "Remedies", "Fees", "Governing Laws", "Agreements", "Effectiveness", "Cooperation", "Transactions With Affiliates", "Terms", "Liens", "Adjustments", "Authority", "Miscellaneous", "Waiver Of Jury Trials", "Positions", "Binding Effects", "Interests", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Except as otherwise described in the Prospectus, each of the Company and its subsidiaries are insured by insurers of recognized financial responsibility with policies in such amounts and covering such risks as are generally deemed prudent and customary for the business for which it is engaged.", "references": ["Positions", "Compliance With Laws", "Warranties", "Solvency", "Specific Performance", "Terms", "Sanctions", "Definitions", "Books", "Authority", "Benefits", "Sales", "Financial Statements", "Costs", "Use Of Proceeds", "Successors", "Withholdings", "Defined Terms", "Waivers", "Miscellaneous", "Fees", "Brokers", "Liens", "Effective Dates", "Expenses", "Representations", "Construction", "Records", "Tax Withholdings", "Publicity", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each of the Parties agrees that any confidential information of the other Party received in the course of performance under this Agreement shall be kept strictly confidential by the Parties, except that PCS or Innophos may, for the purpose of providing or receiving Services pursuant to this Agreement, disclose such information to any of its Affiliates, Representatives or to Third Party Service Providers to the extent reasonably necessary to provide or receive the Services pursuant to this Agreement; provided , that any such Affiliate, Representative or Third Party Service Provider shall have agreed to be bound by this Section \u00a06.01 or comparable provisions; and provided , further , that either Party may disclose such information to the extent reasonably necessary in connection with the enforcement of this Agreement or as required by Law or legal or regulatory process (including any filings required to be made by the disclosing Party with the U.S. Securities and Exchange Commission and to the extent requested by any Governmental Authority in connection with any such Law or legal or regulatory process), including any tax audit or litigation. The obligations under this Section \u00a06.01 shall not apply to (i)\u00a0information that is already in the possession of the disclosing Party; provided that such information is not known by the disclosing Party after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to the other Party or another Person; (ii)\u00a0information that becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by the disclosing Party or its Affiliates or Representatives; or (iii)\u00a0information that becomes available to a Party on a non-confidential basis from a source other than the other Party; and provided , further , that such source is not known by such Party, after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to the other Party.", "references": ["Interests", "Base Salary", "Further Assurances", "Defined Terms", "Sales", "Submission To Jurisdiction", "Releases", "Terms", "Fees", "Terminations", "Books", "Indemnifications", "Severability", "Indemnity", "Consent To Jurisdiction", "Agreements", "Capitalization", "Existence", "Financial Statements", "Notices", "Assigns", "Adjustments", "Tax Withholdings", "Effective Dates", "Arbitration", "Anti-Corruption Laws", "Approvals", "Insurances", "Authorizations", "Non-Disparagement", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "EdiZONE may not assign the license back rights related to the Existing Agreements granted to it under this Agreement in whole or in part without the prior written consent of Purple, which shall not be unreasonably withheld or delayed. Purple may assign the Patent Properties, Copyright Properties, Trademark Properties, Trade Secret Properties, Tangible Properties, subject to the terms hereof and the Existing Contracts, without the express written consent of EdiZONE. This Agreement shall be binding upon the Parties and upon their respective successors and permitted assigns, including, without limitation, any transferee of any of the Properties as permitted by the terms hereof.", "references": ["Venues", "Indemnifications", "Use Of Proceeds", "Duties", "Payments", "Severability", "Change In Control", "Anti-Corruption Laws", "Indemnity", "Compliance With Laws", "General", "Approvals", "Definitions", "Records", "Disclosures", "No Defaults", "Tax Withholdings", "Effectiveness", "Liens", "Transactions With Affiliates", "Survival", "Vesting", "Remedies", "Agreements", "Enforceability", "Counterparts", "Assignments", "Publicity", "Brokers", "Terms", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of RSUs or the lapse of restrictions on RSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on RSUs not to lapse.", "references": ["Erisa", "Approvals", "Vesting", "Sanctions", "Use Of Proceeds", "Authorizations", "Taxes", "Consents", "Miscellaneous", "Entire Agreements", "Cooperation", "Definitions", "Books", "Subsidiaries", "Counterparts", "Payments", "Tax Withholdings", "Existence", "Successors", "Remedies", "Specific Performance", "Liens", "Modifications", "Positions", "Costs", "Further Assurances", "No Defaults", "Solvency", "Integration", "Participations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections \u200e2.15, \u200e2.16, \u200e2.17 and \u200e9.03 and \u200eArticle VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.", "references": ["Confidentiality", "Expenses", "Arbitration", "Assigns", "Litigations", "Approvals", "Amendments", "Closings", "Vesting", "Liens", "Solvency", "Non-Disparagement", "Remedies", "Jurisdictions", "Titles", "Base Salary", "Definitions", "Entire Agreements", "Terminations", "Warranties", "Brokers", "Miscellaneous", "Counterparts", "Interpretations", "Fees", "Duties", "Waiver Of Jury Trials", "No Waivers", "Existence", "Successors", "Survival"], "gold": ["Survival"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section 11.02(e ) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Sanctions", "Miscellaneous", "Death", "Venues", "Vesting", "Financial Statements", "Expenses", "Authorizations", "Binding Effects", "Costs", "Defined Terms", "Change In Control", "Notices", "Governing Laws", "Titles", "Compliance With Laws", "No Waivers", "Intellectual Property", "Modifications", "Publicity", "Terminations", "Terms", "Tax Withholdings", "Forfeitures", "Remedies", "Insurances", "Amendments", "Employment", "Erisa", "Confidentiality", "Survival"], "gold": ["Survival"]}
+{"input": "(i)\u00a0There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Borrower, threatened, against the Borrower before any Governmental Authority and (ii)\u00a0the Borrower is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) \u00a0and (ii) , (A) asserts the invalidity of this Agreement or any other Transaction Document, (B)\u00a0seeks to prevent the grant of a security interest in any Collateral by the Borrower to the Administrative Agent, the ownership or acquisition by the Borrower of any Pool Receivables or other Collateral or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, or (C)\u00a0individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Material Adverse Effect.", "references": ["General", "Venues", "Representations", "Withholdings", "Enforcements", "Records", "Financial Statements", "Powers", "Consents", "Forfeitures", "Assigns", "Duties", "Confidentiality", "Costs", "Definitions", "Use Of Proceeds", "Sales", "Adjustments", "No Defaults", "Applicable Laws", "Construction", "Approvals", "Death", "Terminations", "Notices", "Qualifications", "Waivers", "Successors", "Modifications", "Compliance With Laws", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Company shall pay all expenses, and reimburse the Manager for the Manager\u2019s expenses incurred on its behalf, in connection with any such services to the extent such expenses are payable or reimbursable by the Company to the Manager pursuant to Section\u00a09 .", "references": ["Duties", "Brokers", "No Waivers", "Definitions", "Enforceability", "Terms", "Insurances", "Anti-Corruption Laws", "Survival", "Closings", "Titles", "Base Salary", "Fees", "Entire Agreements", "Books", "Notices", "Releases", "No Conflicts", "Modifications", "Adjustments", "Powers", "Non-Disparagement", "Further Assurances", "Severability", "Costs", "Enforcements", "Venues", "General", "Counterparts", "Authority", "Payments"], "gold": ["Payments"]}
+{"input": "As of the Closing Date, the Borrower and its Subsidiaries, on a consolidated basis, are, and after giving effect to the incurrence of all Loans and Obligations being incurred in connection herewith will be, Solvent.", "references": ["Counterparts", "Financial Statements", "Successors", "Cooperation", "Severability", "Subsidiaries", "Closings", "Releases", "Survival", "Use Of Proceeds", "Erisa", "Consents", "Books", "Specific Performance", "Qualifications", "Approvals", "Vesting", "Terminations", "Waiver Of Jury Trials", "Benefits", "Indemnifications", "Capitalization", "Non-Disparagement", "Change In Control", "Effectiveness", "Compliance With Laws", "Withholdings", "Intellectual Property", "Powers", "Transactions With Affiliates", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Agreement shall terminate upon your departure from the Board.", "references": ["Consent To Jurisdiction", "Construction", "Titles", "Specific Performance", "Expenses", "Disclosures", "Venues", "No Waivers", "Terminations", "Transactions With Affiliates", "Non-Disparagement", "Change In Control", "Subsidiaries", "Positions", "Interests", "Headings", "Governing Laws", "Effectiveness", "Indemnity", "Effective Dates", "No Conflicts", "Remedies", "Jurisdictions", "Vacations", "Fees", "Sanctions", "Counterparts", "Binding Effects", "Entire Agreements", "Consents", "Terms"], "gold": ["Terms"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN PAPER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN PAPERS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Duties", "Solvency", "Payments", "Vesting", "General", "Non-Disparagement", "Transactions With Affiliates", "Jurisdictions", "Interpretations", "Positions", "Binding Effects", "Disability", "Brokers", "Forfeitures", "Costs", "Change In Control", "Severability", "Construction", "Governing Laws", "Effectiveness", "Vacations", "Confidentiality", "Benefits", "Titles", "Effective Dates", "Assigns", "Counterparts", "Arbitration", "Intellectual Property", "Warranties", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Company shall pay Executive during the Term an annual salary of $875,000 (the \u201c Base Salary \u201d), payable in accordance with the Company\u2019s normal business practices for senior executives (including tax withholding), but in no event less frequently than monthly. Executive\u2019s Base Salary shall be reviewed at least annually by the Compensation Committee of the Board of Directors (the \u201c Compensation Committee \u201d) and may be increased in its discretion but, once increased, may not be decreased (with any such increased Base Salary being considered thereafter the Base Salary for all purposes of this Agreement).", "references": ["Arbitration", "Governing Laws", "Effective Dates", "Taxes", "Effectiveness", "Assignments", "Waivers", "Sanctions", "Closings", "Amendments", "Tax Withholdings", "Capitalization", "Definitions", "Specific Performance", "Solvency", "Positions", "Terminations", "No Defaults", "Interpretations", "Counterparts", "Survival", "Defined Terms", "Releases", "Integration", "Existence", "Headings", "Participations", "Organizations", "Duties", "Titles", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Borrower has furnished to the Administrative Agent and the Lenders (a)\u00a0the audited consolidated balance sheet and related statements of income, stockholders\u2019 equity and cash flows of the Parent and the Subsidiaries for the 2015, 2016 and 2017 Fiscal Years and (b)\u00a0the unaudited consolidated balance sheet and related statements of income, stockholders\u2019 equity and cash flows of the Parent and the Subsidiaries for the Fiscal Quarter ended March\u00a031, 2018. Such financial statements fairly present in all material respects the financial position of the Parent and the Subsidiaries as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). As of the Effective Date, neither the Parent nor any Subsidiary has any material liabilities that are required to be disclosed in such financial statements of the Parent and the Subsidiaries for the Fiscal Quarter ended March\u00a031, 2018, in accordance with GAAP, that are not reflected in such unaudited balance sheet (subject, in the case of any interim financial statements, to normal year-end adjustments).", "references": ["Non-Disparagement", "Authority", "Forfeitures", "Applicable Laws", "No Defaults", "Submission To Jurisdiction", "Governing Laws", "Taxes", "Brokers", "Insurances", "Waiver Of Jury Trials", "Severability", "Subsidiaries", "Interpretations", "Base Salary", "Qualifications", "Defined Terms", "Titles", "Arbitration", "Books", "Employment", "Solvency", "Payments", "Participations", "Modifications", "Successors", "Jurisdictions", "Interests", "Death", "Agreements", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Guarantor shall comply in all material respects with all Requirement of Law, including those relating to the reporting and payment of taxes owed by it, and all of its Indebtedness, Contractual Obligations, Guarantee Obligations and Investments. No part of the proceeds of any Transaction shall be used for any purpose that violates Regulation T, U or X of the Board of Governors of the Federal Reserve System.", "references": ["Expenses", "Assignments", "Specific Performance", "Brokers", "Definitions", "Effective Dates", "General", "Interests", "Forfeitures", "Vacations", "Titles", "Successors", "Representations", "Disclosures", "Litigations", "Entire Agreements", "Construction", "Change In Control", "Use Of Proceeds", "Notices", "Existence", "Warranties", "Insurances", "Powers", "Assigns", "Waivers", "Effectiveness", "Solvency", "Organizations", "Employment", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, in each case pursuant to this Employment Agreement, for a period commencing on the Effective Date and ending on the earlier of (i) December 31, 2021 and (ii) the termination or resignation of the Executive\u2019s employment in accordance with Section 3 hereof (the \u201c Term \u201d).", "references": ["No Conflicts", "Headings", "Waivers", "Base Salary", "Definitions", "Records", "Specific Performance", "Duties", "Disclosures", "Employment", "Venues", "Indemnifications", "Anti-Corruption Laws", "Terminations", "Expenses", "Governing Laws", "Positions", "Entire Agreements", "Defined Terms", "Brokers", "No Waivers", "Confidentiality", "Non-Disparagement", "Construction", "Titles", "Existence", "Organizations", "Cooperation", "Taxes", "Enforceability", "Terms"], "gold": ["Terms"]}
+{"input": "The provisions of this Section\u00a06.4 shall survive any termination of this Agreement and shall continue as to a Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such Covered Person.", "references": ["Binding Effects", "Change In Control", "Disability", "Non-Disparagement", "Employment", "Capitalization", "Successors", "Closings", "Disclosures", "Adjustments", "Indemnity", "Sanctions", "Records", "Indemnifications", "Publicity", "Participations", "Base Salary", "Subsidiaries", "Positions", "Insurances", "Notices", "Applicable Laws", "Litigations", "Existence", "Integration", "Approvals", "Venues", "Agreements", "Sales", "Vesting", "Survival"], "gold": ["Survival"]}
+{"input": "The Investor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Investor, will constitute the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors\u2019 rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.", "references": ["Financial Statements", "Remedies", "Base Salary", "Consents", "Qualifications", "Payments", "Costs", "Positions", "Headings", "Notices", "Records", "Vacations", "Amendments", "Enforcements", "Consent To Jurisdiction", "Sales", "Use Of Proceeds", "Withholdings", "Forfeitures", "Modifications", "Publicity", "Counterparts", "Submission To Jurisdiction", "Entire Agreements", "Representations", "Erisa", "Expenses", "Severability", "Litigations", "Intellectual Property", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Except as otherwise provided herein, this Agreement and the other Loan Documents supersede in their entirety any other agreement or understanding between Lender, and Borrower with respect to loans and advances made by Lender and all commitments of Lender in connection therewith.", "references": ["Vesting", "Assigns", "Jurisdictions", "Positions", "Solvency", "Arbitration", "Cooperation", "Disability", "Effective Dates", "Non-Disparagement", "Successors", "Terminations", "Waiver Of Jury Trials", "Headings", "Intellectual Property", "Governing Laws", "Construction", "Adjustments", "Tax Withholdings", "Existence", "Amendments", "Brokers", "Closings", "Integration", "Indemnifications", "Insurances", "Duties", "Specific Performance", "Agreements", "Notices", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.", "references": ["Waiver Of Jury Trials", "Use Of Proceeds", "Insurances", "Closings", "Modifications", "Expenses", "Consents", "Benefits", "Counterparts", "Enforceability", "Severability", "Solvency", "No Waivers", "Miscellaneous", "Headings", "Assignments", "Assigns", "Brokers", "Powers", "Disability", "Forfeitures", "Duties", "Subsidiaries", "Confidentiality", "Terminations", "Vesting", "Vacations", "Participations", "Representations", "Non-Disparagement", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Each and every right, remedy and power granted to Senior Creditor hereunder shall be cumulative and in addition to any other right, remedy or power specifically granted herein, in the Loan Agreement or the other Senior Debt Documents or now or hereafter existing in equity, at law, by virtue of statute or otherwise, and may be exercised by Senior Creditor, from time to time, concurrently or independently and as often and in such order as Senior Creditor may deem expedient. Any failure or delay on the part of Senior Creditor in exercising any such right, remedy or power, or abandonment or discontinuance of steps to enforce the same, shall not operate as a waiver thereof or affect the rights of Senior Creditor thereafter to exercise the same, and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power, and no such failure, delay, abandonment or single or partial exercise of the rights of Senior Creditor hereunder shall be deemed to establish a custom or course of dealing or performance among the parties hereto.", "references": ["Organizations", "Powers", "Interpretations", "Remedies", "Withholdings", "Forfeitures", "Adjustments", "Litigations", "Compliance With Laws", "Miscellaneous", "Erisa", "Waiver Of Jury Trials", "Binding Effects", "Survival", "Governing Laws", "Terminations", "Interests", "Terms", "Counterparts", "Releases", "Assignments", "Books", "Jurisdictions", "Death", "Benefits", "General", "Subsidiaries", "Assigns", "Taxes", "Vacations", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "In the event of any action by a Party that in the other Party\u2019s reasonable discretion creates an actual or threatened breach of this Agreement, the other Party\u2019s remedies may include specific performance (in the Court's discretion) in addition to any and all remedies at law or in equity.", "references": ["Solvency", "Representations", "Successors", "Compliance With Laws", "Vesting", "No Defaults", "Further Assurances", "No Conflicts", "Notices", "Non-Disparagement", "Organizations", "Use Of Proceeds", "Authorizations", "Titles", "Payments", "Disclosures", "Records", "Taxes", "Change In Control", "Costs", "Publicity", "Cooperation", "Definitions", "Submission To Jurisdiction", "Effective Dates", "Transactions With Affiliates", "Defined Terms", "Erisa", "Duties", "Fees", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or be invalid under law, such provision shall be effective to the extent not affected by such prohibition or invalidity, without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this Agreement, and if this Agreement or the Supplemental Release is found to be unenforceable, this entire Agreement shall be void and the Company shall have no further obligation to Employee.", "references": ["Definitions", "Agreements", "Jurisdictions", "Intellectual Property", "Base Salary", "Powers", "Waivers", "Waiver Of Jury Trials", "No Conflicts", "Cooperation", "No Waivers", "Qualifications", "Compliance With Laws", "Representations", "Insurances", "Terms", "Costs", "Disability", "Entire Agreements", "Successors", "Indemnity", "Assigns", "Use Of Proceeds", "Change In Control", "Authorizations", "Vacations", "Headings", "Organizations", "Disclosures", "Sales", "Severability"], "gold": ["Severability"]}
+{"input": "All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when received by facsimile or email (provided that the party providing such notice promptly confirms receipt of such transmission with the other party), (c) when received after having been sent by registered or certified mail, return receipt requested and postage prepaid or (d) when received after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company and to Purchaser at the address as set forth below or at such other address as Purchaser or the Company may designate by 10 days advance written notice to the Company (in the case of Purchaser) or Purchaser (in the case of the Company).", "references": ["Titles", "Cooperation", "Further Assurances", "Amendments", "Benefits", "Releases", "Interests", "Representations", "Venues", "Taxes", "Brokers", "Agreements", "No Conflicts", "Disability", "Anti-Corruption Laws", "General", "Use Of Proceeds", "Assigns", "Powers", "Solvency", "Intellectual Property", "Headings", "Specific Performance", "Construction", "Approvals", "Interpretations", "Arbitration", "Compliance With Laws", "Modifications", "Miscellaneous", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument.\u00a0 Delivery of an executed counterpart of this Agreement by facsimile or by electronic mail delivery of an electronic version (e.g., .pdf or .tif file) of an executed signature page\u00a0shall be effective as delivery of an original executed counterpart hereof and shall bind the parties hereto.", "references": ["Applicable Laws", "Costs", "No Waivers", "Vacations", "Powers", "Payments", "Representations", "Tax Withholdings", "Non-Disparagement", "Records", "Definitions", "General", "Subsidiaries", "Waivers", "Sales", "Anti-Corruption Laws", "Change In Control", "Further Assurances", "Integration", "Agreements", "Binding Effects", "Erisa", "Assignments", "Warranties", "Positions", "Liens", "Interpretations", "Capitalization", "Qualifications", "Effective Dates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.", "references": ["Employment", "Jurisdictions", "Enforcements", "Releases", "Further Assurances", "Terminations", "Remedies", "Representations", "Authorizations", "Closings", "Subsidiaries", "Defined Terms", "Venues", "Assigns", "No Waivers", "Headings", "Insurances", "Payments", "Erisa", "Intellectual Property", "Assignments", "Agreements", "Capitalization", "Submission To Jurisdiction", "Duties", "Interests", "Governing Laws", "Death", "Notices", "Sales", "Qualifications"], "gold": ["Qualifications"]}
+{"input": "Holder hereby makes the following representations and warranties to the Company.", "references": ["No Defaults", "Enforceability", "Withholdings", "Amendments", "Cooperation", "Qualifications", "Death", "Assigns", "Base Salary", "Venues", "Approvals", "Powers", "Modifications", "Construction", "Confidentiality", "Submission To Jurisdiction", "Agreements", "Jurisdictions", "Capitalization", "Benefits", "Disability", "Specific Performance", "Authority", "Sales", "Consent To Jurisdiction", "Integration", "No Conflicts", "Notices", "Solvency", "Financial Statements", "Representations"], "gold": ["Representations"]}
+{"input": "The execution and delivery of this Agreement and the other Transaction Documents to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby will not (a) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement to which the Buyer is a party or by which the Buyer is bound or to which the Buyer\u2019s assets are subject, (b) result in the imposition of any Lien upon any assets of the Buyer or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer, except, in each case, to the extent such conflict, breach, default, acceleration, termination, modification, cancellation, notice, waiver, Lien or violation would not, individually or in the aggregate, prevent, materially alter or materially delay the transactions contemplated by this Agreement.", "references": ["Books", "Vacations", "Titles", "Amendments", "Positions", "Qualifications", "Disability", "Modifications", "Financial Statements", "No Conflicts", "Fees", "Governing Laws", "Confidentiality", "Records", "Insurances", "Warranties", "Employment", "Transactions With Affiliates", "Terms", "Waivers", "Participations", "Counterparts", "Venues", "Submission To Jurisdiction", "Forfeitures", "Publicity", "Disclosures", "Existence", "Compliance With Laws", "Adjustments", "Consents"], "gold": ["Consents"]}
+{"input": "All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a Business Day during normal business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Integrated Ventures, Inc., 73 Buck Rd, Huntingdon Valley, PA 19006, Attn: Steve Rubakh, Chief Executive Officer, email: emsfactory@aol.com, with a copy by email or fax only to (which shall not constitute notice): Michael Paige, Esq. email: MPaigeLaw@outlook.com and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto, with an additional copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, Attn: Eliezer Drew, Esq., facsimile: (212) 697-3575.", "references": ["Financial Statements", "Effective Dates", "Disability", "Qualifications", "Organizations", "Interpretations", "Indemnifications", "Integration", "Consents", "Titles", "Subsidiaries", "Powers", "Base Salary", "Binding Effects", "Liens", "Definitions", "Authority", "Records", "Non-Disparagement", "Terminations", "Counterparts", "Modifications", "Brokers", "Consent To Jurisdiction", "Construction", "Erisa", "Change In Control", "Benefits", "Vacations", "Disclosures", "Notices"], "gold": ["Notices"]}
+{"input": "(defined below), the \u201c Extended Agreement \u201d), by and among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as successor Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents and , (ii) that certain Amendment No. 1 dated as of November 18, 2016 ( the \u201c Amendment No. 1 \u201d), by and among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents and (iii) that certain Amendment No. 2 dated as of November 20, 2017 (\u201cAmendment No. 2\u201d and together with Amendment No. 1, the \u201cAmendments\u201d), by and among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank, Ltd., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents. I, Roberta B. Aronson, General Counsel of the National Rural Utilities Cooperative Finance Corporation (the \u201c Borrower \u201d), am delivering this opinion at the request of the Borrower pursuant to Section 7(b) of the Amendment No. 2 . Terms defined in the Extended Agreement are used herein as therein defined.", "references": ["Qualifications", "Agreements", "Jurisdictions", "Counterparts", "Fees", "Entire Agreements", "Compliance With Laws", "No Conflicts", "Interpretations", "Venues", "Specific Performance", "Definitions", "Powers", "Costs", "Books", "Further Assurances", "Organizations", "Closings", "Benefits", "Authorizations", "Adjustments", "Positions", "Titles", "Participations", "Headings", "Consents", "Notices", "Base Salary", "Indemnifications", "Arbitration", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Confirmation and the Agreement may not be modified, amended or supplemented, except in a written instrument signed by Company and Dealer.", "references": ["Effective Dates", "Warranties", "Transactions With Affiliates", "Jurisdictions", "Employment", "Applicable Laws", "Definitions", "Sales", "Releases", "Use Of Proceeds", "Duties", "Capitalization", "Headings", "Vesting", "Benefits", "No Conflicts", "Vacations", "Interpretations", "Integration", "Venues", "Interests", "Modifications", "Approvals", "Notices", "Compliance With Laws", "Participations", "Cooperation", "Financial Statements", "Existence", "Indemnity", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the Notes to be delivered by it and has taken all necessary corporate action to authorize the execution, delivery and performance by the Company of this Agreement and such Notes. The Company has duly executed and delivered this Agreement, and this Agreement and each Note to be delivered by it constitutes, its legal, valid and binding obligation, enforceable in accordance with its terms, except as enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).", "references": ["Consent To Jurisdiction", "Erisa", "Terms", "Financial Statements", "Jurisdictions", "Liens", "Arbitration", "Assigns", "Non-Disparagement", "Subsidiaries", "Base Salary", "Counterparts", "Change In Control", "Transactions With Affiliates", "Headings", "Compliance With Laws", "Death", "Indemnity", "Publicity", "Expenses", "Intellectual Property", "Definitions", "Approvals", "No Defaults", "Construction", "Interests", "Taxes", "Books", "Modifications", "Enforceability", "Authority"], "gold": ["Authority"]}
+{"input": "The unpaid principal of and interest on the Loans, the interest rate or rates applicable to such unpaid principal and interest, the duration of such applicability, the Commitments, and the accrued and unpaid fees payable pursuant to Section 2.06 hereof, including, without limitation, the fees set forth in the Fee Letter, the Unused Line Fee and the Applicable Premium, shall at all times be ascertained from the records of the Agents, which shall be conclusive and binding absent manifest error.", "references": ["Anti-Corruption Laws", "Waivers", "Solvency", "Binding Effects", "Cooperation", "Tax Withholdings", "Duties", "Subsidiaries", "Agreements", "Adjustments", "Forfeitures", "Fees", "Counterparts", "Further Assurances", "Submission To Jurisdiction", "Warranties", "Publicity", "Construction", "Change In Control", "Sales", "Insurances", "No Conflicts", "Payments", "Liens", "Representations", "Closings", "Sanctions", "Arbitration", "Participations", "No Defaults", "Records"], "gold": ["Records"]}
+{"input": "This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.\u00a0 This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as the enforceability hereof or thereof may be limited by (a)\u00a0bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws now or hereafter in effect relating to creditors\u2019 rights generally (including specific performance) and (b)\u00a0general equitable principles (whether considered in a proceeding in equity or at law), and to the discretion of the court before which any proceeding may be brought.", "references": ["Waiver Of Jury Trials", "Authorizations", "Benefits", "Defined Terms", "Books", "Jurisdictions", "Approvals", "Terms", "Headings", "Costs", "Non-Disparagement", "Agreements", "Duties", "Organizations", "Assignments", "Positions", "Qualifications", "Specific Performance", "Terminations", "Powers", "Modifications", "Financial Statements", "Interests", "Expenses", "Existence", "Sanctions", "Disclosures", "Waivers", "Use Of Proceeds", "Compliance With Laws", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Assignor does hereby assign, convey, transfer and deliver (such assignment, conveyance, transfer and delivery being referred to herein as \u201c Delivery \u201d) to Assignee, its successors and assigns all of its right, title and interest in and to, free and clear of Liens (other than restrictions imposed pursuant to the LLC Agreement or under any applicable securities laws and other than Liens under or pursuant to the Senior Credit Facility and the other Loan Documents (as defined therein)), its entire Interest in the Company.", "references": ["Defined Terms", "Compliance With Laws", "Assigns", "Interpretations", "Approvals", "Indemnity", "Subsidiaries", "Intellectual Property", "Existence", "Enforceability", "Change In Control", "Definitions", "General", "Successors", "Employment", "Representations", "Taxes", "Participations", "Powers", "Solvency", "Sanctions", "Titles", "Effectiveness", "Venues", "Insurances", "Disclosures", "Sales", "Expenses", "Financial Statements", "Miscellaneous", "Assignments"], "gold": ["Assignments"]}
+{"input": "Interest and fees will be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed.", "references": ["Releases", "Withholdings", "Insurances", "Construction", "Vesting", "Death", "Defined Terms", "Authorizations", "Counterparts", "Books", "Expenses", "Specific Performance", "Titles", "No Waivers", "Terminations", "Payments", "Taxes", "Miscellaneous", "Liens", "Consents", "Agreements", "Closings", "Solvency", "Assignments", "Participations", "Notices", "Interpretations", "Capitalization", "Costs", "Cooperation", "Fees"], "gold": ["Fees"]}
+{"input": "Notices hereunder shall be in writing, and if to the Company, may be delivered personally to the Compensation Department or such other party as designated by the Company or mailed to its principal office at 10400 Fernwood Road, Bethesda, Maryland 20817, addressed to the attention of the SAR Administrator (Department 935.40), and if to Employee, may be delivered personally or mailed to Employee at his or her address on the records of the Company. The Company may also, in its sole discretion, decide to deliver any documents related to Employee\u2019s current or future participation in the Plan, this Award, any SAR Shares, or any other Company-related documents by electronic means. By accepting this Award, whether electronically or otherwise, Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. To the extent Employee has been provided with a copy of this Agreement, the Plan, or any other documents relating to this Award in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.", "references": ["Liens", "Construction", "Costs", "Severability", "Insurances", "Counterparts", "Positions", "Vacations", "Sanctions", "Death", "Brokers", "Withholdings", "Duties", "Defined Terms", "Compliance With Laws", "Participations", "Venues", "Adjustments", "Employment", "Binding Effects", "No Waivers", "Assigns", "Effectiveness", "Books", "Financial Statements", "Use Of Proceeds", "Agreements", "Cooperation", "Consents", "Amendments", "Notices"], "gold": ["Notices"]}
+{"input": "THIS CLARIFICATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.", "references": ["Taxes", "Capitalization", "Solvency", "Waivers", "Costs", "Counterparts", "Subsidiaries", "Publicity", "Indemnity", "Fees", "Successors", "Powers", "Terminations", "Adjustments", "Compliance With Laws", "Enforcements", "Vesting", "Expenses", "Positions", "Arbitration", "Definitions", "Death", "Releases", "Organizations", "Warranties", "Approvals", "Binding Effects", "Transactions With Affiliates", "Existence", "Disability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Administrative Agent Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.", "references": ["Enforcements", "Definitions", "Enforceability", "Further Assurances", "Governing Laws", "Warranties", "Severability", "Disclosures", "Duties", "Interests", "Consents", "Benefits", "Headings", "Forfeitures", "No Conflicts", "Construction", "General", "Vesting", "Assigns", "Terms", "Erisa", "Taxes", "Subsidiaries", "Releases", "Costs", "Sanctions", "Compliance With Laws", "Use Of Proceeds", "Arbitration", "Jurisdictions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except as set forth in Schedule\u00a04.2(o) , the Company shall not directly and/or indirectly enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, lending funds to an Affiliate and/or borrowing funds from any Affiliate, the purchase, sale, lease, transfer or exchange of property, securities or assets of any kind or the rendering of services of any kind) with any officer, director, Affiliate and/or any Affiliate of such person.", "references": ["Vacations", "No Conflicts", "Vesting", "Withholdings", "Counterparts", "Assignments", "Forfeitures", "Approvals", "Definitions", "Releases", "Brokers", "Publicity", "Duties", "Entire Agreements", "General", "Litigations", "Miscellaneous", "Intellectual Property", "Applicable Laws", "Expenses", "Submission To Jurisdiction", "Costs", "Books", "Defined Terms", "Use Of Proceeds", "Taxes", "Cooperation", "Effective Dates", "No Waivers", "Anti-Corruption Laws", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Borrower and each Grantor, by signing below, hereby waives and releases the Administrative Agent, each of the Lenders and their respective Related Parties from any and all claims, offsets, defenses and counterclaims of which the Borrower and any Grantor is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.", "references": ["Waiver Of Jury Trials", "Terms", "Positions", "Payments", "Authorizations", "Integration", "Organizations", "Notices", "Use Of Proceeds", "Consents", "Terminations", "Benefits", "Releases", "Binding Effects", "Construction", "Participations", "Miscellaneous", "Consent To Jurisdiction", "Non-Disparagement", "Remedies", "Counterparts", "Sales", "No Waivers", "Compliance With Laws", "Enforceability", "Amendments", "Governing Laws", "Taxes", "Costs", "Indemnity", "Waivers"], "gold": ["Waivers"]}
+{"input": "In the event of (a) any merger, reorganization, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights, offering, extraordinary dividend (including a spin-off), or other similar change affecting the Company\u2019s shares; (b) any purchase, acquisition, sale, or disposition of a significant amount of assets other than in the ordinary course of business, or of a significant business; (c) any change resulting from the accounting effects of discontinued operations, extraordinary income or loss, changes in accounting as determined under generally accepted accounting principles, or restatement of earnings; or (d) any charge or credit resulting from an item which is classified as \u201cnon-recurring,\u201d \u201crestructuring,\u201d or similar unusual item on the Company\u2019s audited annual Statement of Income which, in the case of (a) \u2013 (d), results in a change in the components of the calculations of any of the criteria upon which the Performance Goals are based, as established by the Committee, in each case with respect to the Company or any other entity whose performance is relevant to the achievement of any Performance Goal included in an Award, the Committee shall, without the consent of any affected Participant, amend or modify the terms of any outstanding Award that includes any Performance Goal based in whole or in part on the financial performance of the Company (or any Subsidiary or division thereof) or such other entity so as equitably to reflect such event or events, such that the criteria for evaluating such financial performance of the Company or such other entity (and the achievement of the corresponding Performance Goal) will be substantially the same (as determined by the Committee or the committee of the board of directors of the surviving corporation) following such event as prior to such event.", "references": ["Cooperation", "Titles", "Existence", "Compliance With Laws", "Expenses", "Amendments", "Disclosures", "Positions", "Use Of Proceeds", "General", "Miscellaneous", "Enforcements", "Authority", "Effective Dates", "Authorizations", "Brokers", "Agreements", "Payments", "Consents", "Approvals", "Non-Disparagement", "Consent To Jurisdiction", "Sanctions", "Withholdings", "Fees", "Publicity", "Powers", "Assigns", "Tax Withholdings", "Binding Effects", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "During the Employment Period, Executive shall serve on a full-time basis and perform services in a managerial capacity in a manner consistent with Executive\u2019s position as Chief Financial Officer of the Company and Executive\u2019s duties and responsibilities shall include those duties reasonably assigned to him from time to time by the Company\u2019s Chief Executive Officer. Executive shall devote his entire business time, attention and energies (excepting vacation time, holidays, sick days and periods of disability) and use his best efforts in his employment with the Company; provided, however, that this Agreement shall not be interpreted as prohibiting Executive from managing his personal affairs, engaging in charitable or civic activities, or serving as a director of or providing services to another business or enterprise (whether engaged in for profit or not; provided, however, with respect to for profit businesses, Executive shall be limited to serving as a director to three for-profit business enterprises other than the Company), so long as such activities do not interfere in any material respect with the performance of Executive\u2019s duties and responsibilities hereunder.", "references": ["Existence", "Disclosures", "Binding Effects", "Assignments", "Sanctions", "Litigations", "Fees", "Disability", "Enforcements", "Further Assurances", "Compliance With Laws", "Benefits", "Taxes", "Publicity", "Interpretations", "Integration", "Construction", "Erisa", "Waiver Of Jury Trials", "Definitions", "Governing Laws", "Agreements", "Transactions With Affiliates", "Defined Terms", "Books", "Assigns", "Counterparts", "Applicable Laws", "Costs", "Waivers", "Duties"], "gold": ["Duties"]}
+{"input": "Except for matters set forth in this Agreement and the other Loan Documents represent the entire agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof or thereof not expressly set forth or referred to herein or in the other Loan Documents.", "references": ["Benefits", "Publicity", "Authorizations", "Notices", "Sales", "Venues", "Organizations", "Powers", "Terminations", "Insurances", "Construction", "Solvency", "Taxes", "Consents", "Disability", "Change In Control", "Existence", "Vesting", "Counterparts", "Defined Terms", "Definitions", "Approvals", "Books", "Further Assurances", "Records", "Enforcements", "Vacations", "General", "Base Salary", "Effectiveness", "Integration"], "gold": ["Integration"]}
+{"input": "The Parties hereby irrevocably and unconditionally consent to the jurisdiction of the State and Federal courts in the State of Delaware for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts.\u00a0\u00a0The Parties irrevocably and unconditionally waive their right to a jury trial.", "references": ["Qualifications", "Sanctions", "Interests", "Records", "Vacations", "Benefits", "Cooperation", "Financial Statements", "Compliance With Laws", "Approvals", "Authorizations", "Assignments", "Fees", "Effective Dates", "Brokers", "Organizations", "Warranties", "Governing Laws", "Specific Performance", "Construction", "Remedies", "Definitions", "Base Salary", "Publicity", "Interpretations", "Venues", "Headings", "Submission To Jurisdiction", "Binding Effects", "Books", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Participant acknowledges that the PSUs, the Shares subject to the PSUs, the Dividend Equivalents and the Performance Goals are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. The Administrator shall also have the exclusive authority, in its reasonable discretion, to make proper adjustments and/or modifications to one or more Performance Goals in the event of any extraordinary, unusual or infrequent events or occurrences, or changes in accounting principles or Applicable Laws, affecting a Performance Goal that the Administrator determines have an unintended effect on the calculation of the Performance Goals.", "references": ["No Conflicts", "Capitalization", "Agreements", "Jurisdictions", "Qualifications", "Indemnifications", "Change In Control", "Amendments", "Insurances", "Arbitration", "Notices", "Governing Laws", "Authority", "General", "Successors", "Benefits", "Survival", "Closings", "No Defaults", "Duties", "Publicity", "Taxes", "Financial Statements", "Withholdings", "Consents", "Costs", "Non-Disparagement", "Confidentiality", "Enforcements", "Construction", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "All of the Borrower\u2019s obligations under this ARTICLE III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.", "references": ["Publicity", "Jurisdictions", "Releases", "Taxes", "Erisa", "Notices", "Financial Statements", "No Defaults", "Qualifications", "Sanctions", "No Waivers", "Definitions", "Miscellaneous", "Intellectual Property", "Withholdings", "Sales", "Subsidiaries", "Authority", "Insurances", "Participations", "Base Salary", "Authorizations", "Representations", "Waivers", "Books", "Venues", "Approvals", "Records", "Confidentiality", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns. Executive accepts the award of RSUs hereunder subject to all of the terms and conditions of this Agreement. Executive hereby agrees to accept as binding, conclusive and final all reasonable decisions and interpretations of the Committee upon any questions arising under this Agreement, including without limitation, the interpretation of the Restrictions imposed upon the RSUs.", "references": ["Employment", "Jurisdictions", "Miscellaneous", "Assignments", "Survival", "Terminations", "Tax Withholdings", "Vacations", "Applicable Laws", "Titles", "Cooperation", "Enforceability", "Interpretations", "Costs", "Duties", "Assigns", "Financial Statements", "Definitions", "Forfeitures", "Capitalization", "No Defaults", "Authority", "Qualifications", "Specific Performance", "Consents", "Authorizations", "Fees", "Base Salary", "Effective Dates", "Brokers", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement shall terminate upon the expiry of the Standstill Period (subject to any extension as provided herein), provided that Section\u00a07 of this Agreement shall survive for a period of eighteen months after the date on which no Basswood Director serves as a director of the Company.", "references": ["Assignments", "Assigns", "Duties", "Existence", "Base Salary", "Waivers", "Subsidiaries", "Governing Laws", "Solvency", "Headings", "Enforcements", "Forfeitures", "Tax Withholdings", "Participations", "Construction", "Financial Statements", "Qualifications", "Positions", "Death", "Agreements", "Amendments", "Insurances", "Payments", "Further Assurances", "Non-Disparagement", "Survival", "Remedies", "Disclosures", "Disability", "Compliance With Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Amendment shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule thereof.", "references": ["Forfeitures", "Consent To Jurisdiction", "Applicable Laws", "Positions", "Effective Dates", "Modifications", "Adjustments", "Interests", "Existence", "No Conflicts", "Employment", "Successors", "Costs", "Transactions With Affiliates", "Change In Control", "Headings", "Authority", "Non-Disparagement", "Indemnity", "Construction", "Assignments", "Capitalization", "Releases", "Venues", "Publicity", "Subsidiaries", "Base Salary", "Payments", "Consents", "Terminations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No failure by any Party at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.", "references": ["Interpretations", "Titles", "Disability", "Benefits", "Books", "Submission To Jurisdiction", "Sanctions", "No Defaults", "Arbitration", "Brokers", "Binding Effects", "Death", "Qualifications", "Waiver Of Jury Trials", "Insurances", "Severability", "Tax Withholdings", "Taxes", "Venues", "Definitions", "Expenses", "Waivers", "Amendments", "Solvency", "General", "Interests", "Payments", "Closings", "Governing Laws", "Financial Statements", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Subject to any applicable provisions of United States federal law (including, without limitation, Section 423(b) of the Code), the validity and enforceability of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law.", "references": ["Notices", "Indemnity", "Authority", "General", "Applicable Laws", "Qualifications", "Effectiveness", "Binding Effects", "Interests", "Further Assurances", "Use Of Proceeds", "Remedies", "Enforceability", "Waiver Of Jury Trials", "Participations", "Miscellaneous", "Amendments", "Sanctions", "Defined Terms", "Successors", "Vacations", "Entire Agreements", "Representations", "Arbitration", "Employment", "Closings", "Base Salary", "Consents", "Disability", "Capitalization", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as any of the Obligations (other than unasserted contingent indemnification amounts) is outstanding and unpaid and so long as the obligation of the Lenders to provide extensions of credit hereunder has not expired or been terminated. Section \u00a011.3 , Section \u00a016.1(h) , Section \u00a017 and Section \u00a019.9 shall survive the termination of the Commitments and this Agreement and the repayment, satisfaction, or discharge of the Obligations.", "references": ["Brokers", "Solvency", "Positions", "Adjustments", "Expenses", "Modifications", "No Waivers", "Use Of Proceeds", "Defined Terms", "Participations", "Headings", "Agreements", "Cooperation", "Amendments", "Transactions With Affiliates", "Vacations", "Terminations", "Interpretations", "Subsidiaries", "Further Assurances", "Authority", "Consents", "Submission To Jurisdiction", "Arbitration", "Base Salary", "Intellectual Property", "Waiver Of Jury Trials", "Financial Statements", "Sales", "Interests", "Survival"], "gold": ["Survival"]}
+{"input": "All agreements of the Issuer and each Guarantor in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.", "references": ["Releases", "General", "Sales", "Liens", "Effectiveness", "Intellectual Property", "Consent To Jurisdiction", "Warranties", "Disclosures", "Terms", "Entire Agreements", "Capitalization", "Applicable Laws", "Anti-Corruption Laws", "Payments", "Terminations", "Survival", "Taxes", "Arbitration", "Authorizations", "Costs", "Adjustments", "Financial Statements", "Venues", "Amendments", "Interests", "Defined Terms", "Waivers", "Subsidiaries", "Positions", "Successors"], "gold": ["Successors"]}
+{"input": "Any notice, claim, request, demand, consent, designation, direction, instruction, certificate, report or other communication to be given under or in connection with this Agreement must be given in writing and will be deemed duly given when (i)\u00a0personally delivered; (ii)\u00a0sent by facsimile transmission (with transmittal confirmation or acknowledgment of receipt, whether written or oral); (iii) sent by electronic mail (with electronic confirmation of receipt); or (iv)\u00a0five days have elapsed after mailing by certified or registered mail, postage pre-paid, return receipt requested, in each case addressed to a Person at its address, e-mail address, or facsimile transmission number as indicated in Schedule 1 hereto or to such other address, e-mail address, or facsimile transmission number of which such Person has given notice. Each party may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.", "references": ["Governing Laws", "Participations", "Entire Agreements", "Forfeitures", "Arbitration", "Organizations", "Duties", "Existence", "Liens", "Capitalization", "Death", "Erisa", "Venues", "Assigns", "Effective Dates", "Anti-Corruption Laws", "Litigations", "Enforceability", "Disclosures", "Positions", "Insurances", "Tax Withholdings", "Vacations", "Approvals", "Qualifications", "Disability", "Indemnity", "Terms", "Definitions", "Benefits", "Notices"], "gold": ["Notices"]}
+{"input": "Consultant\u2019s obligations under this Agreement shall survive the termination of Consultant\u2019s engagement regardless of the manner of such termination and shall be binding upon Consultant\u2019s heirs, executors, administrators and legal representatives.", "references": ["Withholdings", "Applicable Laws", "Solvency", "Erisa", "Authority", "Duties", "Fees", "Waivers", "Transactions With Affiliates", "Taxes", "Miscellaneous", "Sales", "No Defaults", "Vesting", "Indemnity", "Existence", "Successors", "Specific Performance", "Non-Disparagement", "Tax Withholdings", "Subsidiaries", "Remedies", "Notices", "Death", "Disclosures", "Adjustments", "Liens", "Effective Dates", "Severability", "Defined Terms", "Survival"], "gold": ["Survival"]}
+{"input": "Any provision hereof may be waived only by written instrument making specific reference to this Agreement signed by the Standstill Party against whom enforcement of any such waiver is sought. The waiver by any Standstill Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Standstill Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Standstill Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.", "references": ["Enforcements", "Records", "Authorizations", "Forfeitures", "Governing Laws", "Disability", "Modifications", "Solvency", "Insurances", "Expenses", "Subsidiaries", "No Defaults", "Transactions With Affiliates", "Erisa", "Authority", "Benefits", "Successors", "Effective Dates", "Survival", "Indemnity", "Participations", "Further Assurances", "Employment", "Base Salary", "Brokers", "Waiver Of Jury Trials", "Vesting", "No Waivers", "Sales", "Sanctions", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Voting Agreement and the Proxies (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (ii) are not intended to confer upon any other Person any rights or remedies hereunder.", "references": ["Organizations", "Insurances", "Intellectual Property", "Further Assurances", "Publicity", "Miscellaneous", "Indemnifications", "Closings", "Enforceability", "Confidentiality", "Enforcements", "Modifications", "Vacations", "Effectiveness", "Sales", "Payments", "Binding Effects", "Adjustments", "Transactions With Affiliates", "Participations", "Titles", "Anti-Corruption Laws", "Approvals", "Waiver Of Jury Trials", "Sanctions", "Agreements", "Tax Withholdings", "Headings", "Consent To Jurisdiction", "Governing Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company possesses the legal right and capacity to execute, deliver and perform this Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company\u2019s certificate of incorporation or bylaws. The Company has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement and the issuance of the Shares, and the Company has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance or similar laws affecting or relating to the enforcement of creditors\u2019 rights generally, and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).", "references": ["Headings", "Records", "Duties", "Further Assurances", "Subsidiaries", "Miscellaneous", "Agreements", "Costs", "Effectiveness", "Counterparts", "Tax Withholdings", "Representations", "No Waivers", "General", "Amendments", "Consent To Jurisdiction", "Specific Performance", "Sanctions", "Intellectual Property", "Jurisdictions", "Survival", "Modifications", "Solvency", "Use Of Proceeds", "Organizations", "Liens", "Waiver Of Jury Trials", "Vacations", "Litigations", "Defined Terms", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Seller represents and warrants to Buyer that each Purchased Loan sold in a Transaction hereunder, as of the related Purchase Date for such Transaction and as of any Business Day on which Margin Excess is made available by Buyer to Seller which increases the outstanding Purchase Price of such Purchased Loan, conforms to the applicable representations and warranties set forth in Exhibit VI -I and Exhibit VI-II attached hereto in all material respects, except as disclosed to Buyer in writing. With respect to each Purchased Loan, the Mortgage Note, the Mortgage, the Assignment of Mortgage, the Transfer Certificate and any other documents required to be delivered under this Agreement and the applicable Custodial Agreement for such Purchased Loan have been delivered to Buyer or the Custodian on its behalf (or shall be delivered in accordance with the time periods set forth herein).", "references": ["Effective Dates", "Jurisdictions", "Effectiveness", "Tax Withholdings", "Confidentiality", "Entire Agreements", "Definitions", "Sanctions", "Submission To Jurisdiction", "Survival", "Severability", "Construction", "Payments", "Solvency", "Closings", "Employment", "Forfeitures", "Successors", "Agreements", "Benefits", "Governing Laws", "Transactions With Affiliates", "Terms", "Adjustments", "Indemnifications", "Participations", "Powers", "Capitalization", "Compliance With Laws", "Waiver Of Jury Trials", "Representations"], "gold": ["Representations"]}
+{"input": "Except as disclosed on Schedule 4.6 , there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting Borrower, any Subsidiary or the Security Documents Collateral that could reasonably be expected to result in a Material Adverse Occurrence or that seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding that could not reasonably be expected to cause a Material Adverse Occurrence, neither the Borrower nor any Subsidiary has any material Contingent Obligations not provided for or disclosed in the financial statements referred to in the Financials.", "references": ["Representations", "Taxes", "Liens", "Enforcements", "Duties", "No Waivers", "Publicity", "Binding Effects", "Governing Laws", "Disclosures", "Definitions", "Transactions With Affiliates", "Intellectual Property", "Death", "Brokers", "Remedies", "Warranties", "Interests", "Agreements", "Compliance With Laws", "Adjustments", "Assignments", "Releases", "Arbitration", "Change In Control", "Sanctions", "Successors", "Insurances", "Specific Performance", "Waivers", "Litigations"], "gold": ["Litigations"]}
+{"input": "All notices, requests and other communications called for by this Agreement shall be deemed to have been given when received if made in writing and mailed, return receipt requested, postage prepaid, if to you at the address set forth above and if to the Company to 79 TW Alexander Drive, 4501 Research Commons, Suite 100, Research Triangle Park, North Carolina 27709, or to such other addresses as either party shall specify to the other.", "references": ["Construction", "Authority", "Warranties", "Indemnifications", "Duties", "Records", "Fees", "Titles", "Sales", "Specific Performance", "Use Of Proceeds", "Entire Agreements", "Anti-Corruption Laws", "Compliance With Laws", "Survival", "Vesting", "Integration", "Successors", "Enforceability", "Powers", "No Waivers", "Assigns", "Organizations", "No Conflicts", "Counterparts", "Confidentiality", "Solvency", "Erisa", "Severability", "Insurances", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute but one and the same instrument.", "references": ["Sales", "Base Salary", "Taxes", "Cooperation", "Employment", "Terms", "Titles", "Consents", "Vacations", "Representations", "Authority", "No Defaults", "Insurances", "Closings", "Vesting", "Disclosures", "Transactions With Affiliates", "Adjustments", "Amendments", "Miscellaneous", "Indemnity", "Definitions", "Payments", "Venues", "Capitalization", "Approvals", "Severability", "Warranties", "Liens", "Further Assurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b)\u00a0to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Powers", "Solvency", "Assigns", "No Conflicts", "Entire Agreements", "Cooperation", "Consent To Jurisdiction", "Base Salary", "Capitalization", "Disclosures", "Agreements", "Sanctions", "General", "Sales", "Jurisdictions", "Venues", "Organizations", "Positions", "Effectiveness", "Representations", "Interests", "Liens", "Forfeitures", "Warranties", "Effective Dates", "Transactions With Affiliates", "Amendments", "Vesting", "Withholdings", "Construction", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Letter Agreement, the Note and the other Loan Documents constitute the entire agreement and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.", "references": ["Headings", "Confidentiality", "Records", "Insurances", "Base Salary", "Authorizations", "Employment", "Notices", "Forfeitures", "Remedies", "Integration", "Further Assurances", "Counterparts", "Authority", "Brokers", "Governing Laws", "Benefits", "Powers", "Indemnity", "Non-Disparagement", "Transactions With Affiliates", "Consents", "Taxes", "Assignments", "Consent To Jurisdiction", "Use Of Proceeds", "Venues", "General", "Defined Terms", "No Conflicts", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Neither Holdings nor any Restricted Subsidiary of Holdings is in default under or with respect to, or a party to, any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Vacations", "Payments", "Effectiveness", "Counterparts", "Remedies", "Survival", "Headings", "Duties", "Change In Control", "Disclosures", "Definitions", "Assignments", "Powers", "Anti-Corruption Laws", "Releases", "No Conflicts", "Assigns", "Enforceability", "Authorizations", "Waivers", "Terms", "Specific Performance", "Effective Dates", "Agreements", "Litigations", "Representations", "General", "Withholdings", "Capitalization", "Vesting", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement may be executed in counterparts, each of which when signed by the Company or the Recipient will be deemed an original and all of which together will be deemed the same agreement.", "references": ["Duties", "Brokers", "Headings", "Definitions", "Construction", "Approvals", "Survival", "Intellectual Property", "Anti-Corruption Laws", "Amendments", "Titles", "Disability", "Indemnifications", "Warranties", "Expenses", "Payments", "Vesting", "Insurances", "Forfeitures", "Base Salary", "No Conflicts", "Financial Statements", "Benefits", "Authorizations", "Compliance With Laws", "Specific Performance", "Solvency", "Cooperation", "No Defaults", "Powers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each of Holdings and the Borrowers will, and will take reasonable action to cause each of its Restricted Subsidiaries to, comply with all Requirements of Law (including ERISA, Environmental Laws and the USA PATRIOT Act) with respect to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Vesting", "Jurisdictions", "Records", "Remedies", "Financial Statements", "Death", "Payments", "Use Of Proceeds", "Assigns", "Representations", "Counterparts", "Vacations", "Base Salary", "Modifications", "Intellectual Property", "Integration", "Defined Terms", "No Defaults", "Participations", "Severability", "Approvals", "Notices", "Benefits", "Insurances", "Effective Dates", "Agreements", "Indemnifications", "Amendments", "Indemnity", "Terms", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Any notices required or permitted under this Agreement shall be given in accordance with the Notice Provisions of the Operating Agreement.", "references": ["Expenses", "Confidentiality", "Brokers", "Specific Performance", "Effectiveness", "Benefits", "Liens", "General", "Anti-Corruption Laws", "Publicity", "No Defaults", "Interests", "Integration", "Costs", "Applicable Laws", "Positions", "Modifications", "Tax Withholdings", "Agreements", "Assigns", "Closings", "Existence", "Vacations", "Participations", "Waiver Of Jury Trials", "Venues", "Cooperation", "Powers", "Records", "Subsidiaries", "Notices"], "gold": ["Notices"]}
+{"input": "By accepting the Units, you agree to comply with applicable Brazilian laws and to report and pay applicable Tax-Related Items associated with the vesting of the Units or the subsequent sale of the shares of Common Stock acquired upon such vesting.", "references": ["Non-Disparagement", "Forfeitures", "Tax Withholdings", "Miscellaneous", "Titles", "Authorizations", "Assigns", "No Conflicts", "Terms", "Arbitration", "Payments", "Erisa", "Further Assurances", "Closings", "Cooperation", "Definitions", "Approvals", "Counterparts", "Integration", "Fees", "Consents", "Duties", "Capitalization", "Death", "Benefits", "Interests", "Authority", "Remedies", "No Waivers", "Defined Terms", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "In the event of a stock dividend, stock split or similar change in capitalization affecting the Stock, or other event contemplated by Section\u00a03d) of the 2009 Plan or the Committee shall make appropriate adjustments in the number of stock units credited to Non-Employee Directors\u2019 Accounts.", "references": ["Books", "Warranties", "Modifications", "Indemnifications", "Forfeitures", "Terms", "Anti-Corruption Laws", "Arbitration", "Cooperation", "Intellectual Property", "Interests", "Benefits", "Approvals", "Effectiveness", "Publicity", "Sales", "Releases", "Expenses", "Disclosures", "Consents", "Defined Terms", "Insurances", "Transactions With Affiliates", "Erisa", "Binding Effects", "Vacations", "Effective Dates", "Liens", "Brokers", "Employment", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The words \u201capproval\u201d and \u201capproved\u201d as used herein with reference to an approval right granted to the Lender means that the Lender shall have the right in the Lender\u2019s sole discretion to approve or to withhold approval of the subject matter with respect to which the approval is required.", "references": ["Financial Statements", "Warranties", "Jurisdictions", "Construction", "Transactions With Affiliates", "Terminations", "Expenses", "Confidentiality", "Use Of Proceeds", "Solvency", "Intellectual Property", "Fees", "Qualifications", "Governing Laws", "Publicity", "Assignments", "Litigations", "Anti-Corruption Laws", "Counterparts", "Authorizations", "Sanctions", "Indemnity", "Enforceability", "Interpretations", "Consent To Jurisdiction", "Interests", "Survival", "Cooperation", "Existence", "Further Assurances", "Approvals"], "gold": ["Approvals"]}
+{"input": "All covenants made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding or Bank has any obligation to make any Credit Extension to Borrower. The obligations of Borrower to indemnify Bank with respect to the expenses, damages, losses, costs and liabilities described in Section 15.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Bank have run.", "references": ["Agreements", "Death", "Fees", "Records", "Approvals", "Titles", "Brokers", "Liens", "Powers", "Tax Withholdings", "Adjustments", "Sales", "Warranties", "Successors", "No Conflicts", "Change In Control", "Consents", "Counterparts", "Insurances", "Non-Disparagement", "Withholdings", "No Defaults", "Venues", "Waiver Of Jury Trials", "Remedies", "Erisa", "Releases", "Benefits", "Capitalization", "Interpretations", "Survival"], "gold": ["Survival"]}
+{"input": "From and after the Effective Date, the MSA is and shall be deemed terminated with no further force or effect except as provided in Section\u00a06.4 , Article\u00a09 , Section\u00a010.5 , and Section\u00a010.6 thereof.", "references": ["Applicable Laws", "Authorizations", "Approvals", "Indemnity", "Indemnifications", "Assignments", "Confidentiality", "Further Assurances", "No Defaults", "Transactions With Affiliates", "Enforceability", "Benefits", "General", "Effective Dates", "Survival", "Base Salary", "Erisa", "Definitions", "Liens", "Titles", "Amendments", "Construction", "Closings", "Expenses", "Capitalization", "Use Of Proceeds", "Disability", "Sanctions", "Releases", "Death", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.\u00a0 The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.", "references": ["Integration", "Taxes", "Representations", "Non-Disparagement", "Warranties", "No Conflicts", "Enforceability", "Duties", "Insurances", "Waivers", "Agreements", "Severability", "Sales", "Approvals", "Liens", "Compliance With Laws", "Withholdings", "Use Of Proceeds", "Closings", "Binding Effects", "Financial Statements", "Amendments", "Transactions With Affiliates", "Base Salary", "Publicity", "Consent To Jurisdiction", "Participations", "Sanctions", "Releases", "Specific Performance", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "If the Company proposes to file a Registration Statement, at any time beginning on the Closing Date until the end of the Registration Term, with respect to shares of Common Stock for its own account, for sale to the public, or to register shares of Common Stock for stockholders of the Company other than the Holders, in each case in connection with the public offering of such shares solely for cash and other than (x)\u00a0a registration on Form S-8 relating solely to employee benefit plans, (y)\u00a0a registration relating solely to a transaction contemplated by Rule 145 under the Securities Act, or (z)\u00a0a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, then the Company shall give prompt notice of such proposed registration to each Holder and such notice shall offer each Holder (or any Holder who is not participating in the proposed Registration Statement) the opportunity to include in such registration such number of Registrable Securities (the \u201c Included Registrable Securities \u201d) as such Holder may request in writing (a \u201c Piggyback Registration \u201d). The notice required to be provided in this Section \u00a02.2.1 to each Holder shall be provided pursuant to Section \u00a05 . Each Holder shall then have fifteen (15)\u00a0days to request inclusion of Registrable Securities in the registration. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake a registration and prior to the closing of such registration, the Company shall determine for any reason not to undertake or to delay such registration, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x)\u00a0in the case of a determination not to undertake such registration, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated registration, and (y)\u00a0in the case of a determination to delay such registration, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the registration. Any Selling Holder shall have the right to withdraw such Selling Holder\u2019s request for inclusion of such Selling Holder\u2019s Registrable Securities in such offering by giving written notice to the Company of such withdrawal up to and including the time of pricing of such offering. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section \u00a02.1 of this Agreement. The Company shall have no obligation under this Section \u00a02.2 to make any offering of its shares of Common Stock or to complete an offering of its shares of Common Stock that it proposes to make.", "references": ["Consents", "Disclosures", "Modifications", "Duties", "Approvals", "Effectiveness", "Cooperation", "Indemnity", "No Defaults", "Death", "Tax Withholdings", "Interpretations", "Existence", "Assigns", "Solvency", "Applicable Laws", "Vesting", "Benefits", "Disability", "Employment", "Consent To Jurisdiction", "Headings", "Entire Agreements", "Severability", "Litigations", "Qualifications", "Fees", "Authority", "Counterparts", "Amendments", "Participations"], "gold": ["Participations"]}
+{"input": "The Administrative Agent shall have received for its own account, or for the account of each other Person entitled thereto, as the case may be, all fees, costs and expenses (i)\u00a0due and payable pursuant to Sections 3.3 and, if then invoiced, 10.3 and (ii)\u00a0contemplated by the Engagement Letter or as otherwise agreed between the Borrower and the Administrative Agent, Joint Lead Arrangers, Joint Bookrunners, Syndication Agents or Lenders.", "references": ["Change In Control", "Submission To Jurisdiction", "Assigns", "Death", "Warranties", "General", "Effectiveness", "Titles", "Indemnity", "Agreements", "Publicity", "Anti-Corruption Laws", "Terms", "Erisa", "Disability", "Compliance With Laws", "Terminations", "Successors", "Entire Agreements", "Costs", "Adjustments", "Financial Statements", "Qualifications", "Participations", "Integration", "Remedies", "Organizations", "Approvals", "Solvency", "Effective Dates", "Expenses"], "gold": ["Expenses"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender Party and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (a)\u00a0to an Eligible Assignee in accordance with the provisions of Section 9.6(a), (b)\u00a0by way of participation in accordance with the provisions of Section 9.6(c)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of Section 9.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0\u00a0Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.6(c) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and each Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Sales", "Anti-Corruption Laws", "Consents", "Existence", "Sanctions", "Effectiveness", "Integration", "Representations", "Vacations", "Binding Effects", "Taxes", "Benefits", "Financial Statements", "Consent To Jurisdiction", "Venues", "Authority", "Headings", "Waivers", "Notices", "Solvency", "Counterparts", "Records", "Costs", "Non-Disparagement", "Base Salary", "Confidentiality", "General", "Books", "Expenses", "No Defaults", "Successors"], "gold": ["Successors"]}
+{"input": "Except in the case of the Mandatory Forum Selection clause set forth in Section 9.12 hereof, this Guaranty shall be governed by and construed in accordance with the substantive laws of the State of Nevada without reference to conflict of laws principles.", "references": ["Sanctions", "Books", "Fees", "Change In Control", "Assigns", "Qualifications", "Existence", "Brokers", "Compliance With Laws", "Representations", "Costs", "Terms", "Confidentiality", "Non-Disparagement", "Publicity", "Interpretations", "Effectiveness", "Specific Performance", "Successors", "Authorizations", "Payments", "Disclosures", "Waivers", "Agreements", "Jurisdictions", "Benefits", "Organizations", "Severability", "No Defaults", "Intellectual Property", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as otherwise provided in this Agreement, any failure of either of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.", "references": ["Headings", "Books", "Indemnity", "Disability", "Releases", "Jurisdictions", "Employment", "Authorizations", "Interpretations", "Consents", "Sales", "Payments", "Participations", "Taxes", "Miscellaneous", "Definitions", "General", "Interests", "Liens", "Benefits", "Effective Dates", "Tax Withholdings", "Records", "Amendments", "Counterparts", "Terminations", "Entire Agreements", "Publicity", "Litigations", "Anti-Corruption Laws", "Waivers"], "gold": ["Waivers"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.\u00a0 Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto and each individual signing any Transaction Document on behalf of the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it, he or she is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.\u00a0 Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.\u00a0 Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.\u00a0 If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.", "references": ["Enforcements", "Confidentiality", "Disability", "No Waivers", "Authority", "Agreements", "Disclosures", "Miscellaneous", "Employment", "Non-Disparagement", "Amendments", "Construction", "Benefits", "Litigations", "Consents", "Terms", "Modifications", "Vacations", "Taxes", "Defined Terms", "Closings", "Successors", "Fees", "Counterparts", "Approvals", "Publicity", "Existence", "Erisa", "Assignments", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If requested by the Agent, the Agent shall have received certificates evidencing all policies of insurance as required by this Agreement or the other Loan Documents.", "references": ["Tax Withholdings", "Jurisdictions", "Survival", "Indemnity", "Benefits", "Brokers", "Miscellaneous", "Compliance With Laws", "Defined Terms", "Assigns", "Vacations", "Confidentiality", "Further Assurances", "Releases", "Titles", "Specific Performance", "Successors", "No Waivers", "Agreements", "Payments", "No Defaults", "No Conflicts", "Sales", "Disability", "Notices", "Duties", "Positions", "Expenses", "Cooperation", "Powers", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Premises shall, subject to the remaining provisions of this Section, be used solely for the Permitted Use. Without limiting the foregoing, Tenant shall comply with all laws, statutes, ordinances, orders, permits and regulations affecting Tenant's use and occupancy of the Premises. Tenant will not do or permit anything which may disturb the quiet enjoyment of any other tenant of the Property. Tenant shall not permit the occupancy of the Premises to exceed a ratio of more than one (1) person per two hundred (200) square feet of Premises Rentable Area.", "references": ["Venues", "Use Of Proceeds", "Terminations", "Authorizations", "Binding Effects", "Indemnifications", "Consents", "Liens", "Warranties", "Qualifications", "Definitions", "Waivers", "Consent To Jurisdiction", "Anti-Corruption Laws", "Publicity", "Financial Statements", "Cooperation", "Litigations", "Assigns", "Erisa", "Interests", "Duties", "Modifications", "Organizations", "Applicable Laws", "Integration", "Capitalization", "Remedies", "Counterparts", "Releases", "General"], "gold": ["General"]}
+{"input": "The execution and delivery by such Borrower or such Guarantor of this Agreement and the performance by such Borrower or such Guarantor of all of its respective agreements and obligations under this Agreement and the other documents delivered in connection therewith (collectively, the \u201c Agreement Documents \u201d), the Credit Agreement as amended hereby and the other Loan Documents (i) are within the corporate or company authority of such Borrower or such Guarantor, (ii) have been duly authorized by all necessary corporate or company proceedings by such Borrower or such Guarantor, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Borrower or such Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to such Borrower or such Guarantor, (iv) do not conflict with any provision of the Governing Documents of, or any agreement or other instrument binding upon, such Borrower or such Guarantor, and (v) do not require the approval or consent of, or filing with, any Person other than those already obtained.", "references": ["Definitions", "Applicable Laws", "Fees", "Submission To Jurisdiction", "Indemnifications", "Venues", "Subsidiaries", "Closings", "Releases", "Terms", "Severability", "Benefits", "Agreements", "Waiver Of Jury Trials", "No Conflicts", "Remedies", "Death", "Enforceability", "Employment", "Solvency", "Consent To Jurisdiction", "Sales", "Defined Terms", "Capitalization", "Brokers", "Insurances", "Assigns", "Sanctions", "Integration", "Taxes", "Authority"], "gold": ["Authority"]}
+{"input": "Offeree and Owner may not voluntarily or by operation of law assign or transfer any right, interest or obligation hereunder without the other party\u2019s express prior written consent, which consent may be given or withheld in such party\u2019s sole discretion for any reason whatsoever.", "references": ["Agreements", "Records", "Notices", "Existence", "Amendments", "Binding Effects", "Costs", "Non-Disparagement", "Defined Terms", "Interpretations", "Consents", "Participations", "Releases", "Specific Performance", "Compliance With Laws", "Entire Agreements", "Financial Statements", "Governing Laws", "Disability", "Qualifications", "Miscellaneous", "General", "Counterparts", "Death", "Closings", "Organizations", "Effective Dates", "Transactions With Affiliates", "Waivers", "Modifications", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.\u00a0 Delivery of an executed signature page of this Agreement by facsimile transmission or portable document format shall be effective as delivery of a manually executed counterpart hereof.\u00a0 A set of the copies of this Agreement signed by all the parties shall be lodged with the Pre-Export Borrower Representative and the Pre-Export Administrative Agent.", "references": ["Organizations", "Positions", "Death", "Subsidiaries", "Publicity", "Venues", "Consents", "Waivers", "Duties", "Survival", "Tax Withholdings", "Records", "Costs", "Notices", "Employment", "Change In Control", "Adjustments", "Further Assurances", "Construction", "Financial Statements", "Closings", "Assignments", "Modifications", "Books", "Governing Laws", "Confidentiality", "Litigations", "Defined Terms", "Benefits", "Compliance With Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.\u00a0\u00a0EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.\u00a0\u00a0NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT A PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANOTHER PARTY HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Successors", "No Defaults", "Entire Agreements", "Counterparts", "Existence", "Effectiveness", "Taxes", "Disability", "Binding Effects", "Transactions With Affiliates", "Assignments", "Governing Laws", "Effective Dates", "Sanctions", "Base Salary", "Enforceability", "Liens", "Enforcements", "Severability", "Change In Control", "Definitions", "Waivers", "Financial Statements", "Compliance With Laws", "Payments", "No Waivers", "Tax Withholdings", "Survival", "Erisa", "Confidentiality", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "This Agreement shall commence on the Effective Date and continue in effect for an initial period of one hundred eighty (180)\u00a0days (the \u201c Initial Term \u201d). Thereafter, this Agreement shall automatically renew for additional consecutive one hundred eighty (180)\u00a0day periods (each, a \u201c Renewal Term \u201d), unless terminated by either Party upon at least ninety (90)\u00a0days written notice to the other Party prior to the end of the Initial Term or any Renewal Term.", "references": ["Consent To Jurisdiction", "No Waivers", "Consents", "Releases", "Cooperation", "Enforcements", "Use Of Proceeds", "Integration", "Approvals", "Closings", "Titles", "Venues", "Erisa", "Payments", "Subsidiaries", "Duties", "Vesting", "Tax Withholdings", "Organizations", "Notices", "Successors", "Base Salary", "Liens", "Construction", "Taxes", "Further Assurances", "Enforceability", "Submission To Jurisdiction", "Governing Laws", "Non-Disparagement", "Terms"], "gold": ["Terms"]}
+{"input": "This Guaranty shall be binding on and shall inure to the benefit of Buyer, Guarantor and their successors and permitted assigns. All of Guarantor\u2019s indemnities in this Guaranty, and all other provisions in this Guaranty that, by their terms, expressly survive termination of the Transaction Documents, shall survive the termination of the Transaction Documents and the full and indefeasible payment, performance and discharge of the Guarantor Liabilities and the Repurchase Obligations, and shall apply to and benefit all Indemnified Parties, Buyer and its successors and assigns. No other Person shall be entitled to any benefit, right, power, remedy or claim under this Guaranty.", "references": ["Interpretations", "Agreements", "Non-Disparagement", "Books", "Binding Effects", "Amendments", "Subsidiaries", "Representations", "Records", "Vacations", "Duties", "Assigns", "No Conflicts", "Intellectual Property", "Specific Performance", "Remedies", "Indemnity", "Expenses", "No Waivers", "Change In Control", "Terminations", "Titles", "Sales", "Withholdings", "Submission To Jurisdiction", "Severability", "Venues", "Waiver Of Jury Trials", "Definitions", "Enforceability", "Survival"], "gold": ["Survival"]}
+{"input": "THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT FOR ALL PURPOSES AND TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA (WITHOUT REFERENCE TO CONFLICT OF LAWS).", "references": ["Assigns", "Notices", "Applicable Laws", "Litigations", "Publicity", "Terms", "Effective Dates", "Authorizations", "Waiver Of Jury Trials", "Miscellaneous", "Warranties", "Counterparts", "Submission To Jurisdiction", "Modifications", "Duties", "Withholdings", "Change In Control", "Qualifications", "Survival", "Payments", "Agreements", "Use Of Proceeds", "Successors", "Benefits", "No Conflicts", "No Defaults", "Entire Agreements", "Death", "Closings", "Employment", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Loan Party will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits (except as such would otherwise reasonably expire, be abandoned or permitted to lapse in the ordinary course of business), necessary in the normal conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except (i) other than with respect to Holdings\u2019 or any Borrower\u2019s existence, to the extent such failure to do so would not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 6.03.", "references": ["Taxes", "Applicable Laws", "Positions", "Costs", "Change In Control", "Fees", "Remedies", "Financial Statements", "Capitalization", "Defined Terms", "Benefits", "Representations", "Enforceability", "Venues", "Solvency", "Counterparts", "Governing Laws", "Litigations", "Modifications", "Survival", "Consent To Jurisdiction", "Amendments", "Intellectual Property", "Insurances", "Specific Performance", "Participations", "Publicity", "Assigns", "Definitions", "Subsidiaries", "Existence"], "gold": ["Existence"]}
+{"input": "No Loan Party nor any of its Subsidiaries (a)\u00a0is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, or (b)\u00a0is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.", "references": ["Modifications", "Confidentiality", "Indemnifications", "Specific Performance", "Duties", "Powers", "Consent To Jurisdiction", "Approvals", "Authorizations", "Enforceability", "General", "Adjustments", "No Waivers", "Agreements", "Amendments", "Waivers", "Miscellaneous", "Applicable Laws", "Erisa", "Defined Terms", "Expenses", "Litigations", "Vacations", "Integration", "Interpretations", "Binding Effects", "Survival", "Positions", "Transactions With Affiliates", "Submission To Jurisdiction", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Except as set forth in Section\u00a013.1(d ), without limiting any other provision of this Agreement, if an Event of Default with respect to any Party (such defaulting Party, the \u201c Defaulting Party \u201d) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to suspend its performance or terminate this Agreement upon written notice to the Defaulting Party.", "references": ["Successors", "Books", "Base Salary", "Use Of Proceeds", "Sales", "Adjustments", "Venues", "Notices", "Severability", "Entire Agreements", "Taxes", "Defined Terms", "Terms", "Agreements", "Insurances", "Benefits", "Solvency", "Assignments", "Modifications", "Change In Control", "Indemnifications", "Submission To Jurisdiction", "Fees", "Interests", "Consents", "Counterparts", "Indemnity", "Litigations", "Vesting", "Assigns", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company will comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, Luxembourg Domiciliary Law, Environmental Laws and ERISA and the rules and regulations thereunder) except where (i) the necessity of compliance therewith is contested in good faith by appropriate proceedings, (ii) no officer of the Company is aware that the Company or any Subsidiary has failed to comply therewith or (iii) the Company has reasonably concluded that failure to comply is not likely to have a Material Adverse Effect.", "references": ["Applicable Laws", "Publicity", "Severability", "Powers", "Construction", "Miscellaneous", "Arbitration", "Assignments", "Warranties", "Indemnity", "Liens", "Organizations", "Releases", "Brokers", "Transactions With Affiliates", "Subsidiaries", "Employment", "Counterparts", "Amendments", "Waivers", "Disability", "Representations", "Interpretations", "Remedies", "Authority", "Books", "Agreements", "Defined Terms", "Solvency", "Fees", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "(a) The Guarantor hereby unconditionally and irrevocably waives, to the maximum extent permitted by applicable law, promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.", "references": ["No Conflicts", "Erisa", "Use Of Proceeds", "Brokers", "Representations", "Forfeitures", "Modifications", "Records", "Defined Terms", "Books", "Employment", "Assigns", "Tax Withholdings", "Terms", "Solvency", "Entire Agreements", "Transactions With Affiliates", "Disclosures", "Further Assurances", "Enforceability", "Indemnifications", "Financial Statements", "No Waivers", "Waiver Of Jury Trials", "Releases", "Arbitration", "Warranties", "Capitalization", "Governing Laws", "Effectiveness", "Waivers"], "gold": ["Waivers"]}
+{"input": "Executive agrees to execute any and all documents or agreements necessary or requested by the Company in connection with Executive\u2019s participation in or receipt of benefits under the SLT Severance Plan, including any applicable award agreements under the Company\u2019s stock or compensation plans or programs.", "references": ["Submission To Jurisdiction", "Interests", "Modifications", "Death", "Entire Agreements", "Fees", "Benefits", "Employment", "Waiver Of Jury Trials", "Compliance With Laws", "Withholdings", "Confidentiality", "Remedies", "Books", "Integration", "Successors", "Amendments", "Capitalization", "Existence", "Taxes", "Terms", "Enforceability", "Effective Dates", "Change In Control", "Tax Withholdings", "Counterparts", "Transactions With Affiliates", "Enforcements", "Financial Statements", "Binding Effects", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions Programs.", "references": ["Books", "Records", "Agreements", "Closings", "Modifications", "Change In Control", "Effective Dates", "Vacations", "Brokers", "Non-Disparagement", "Terminations", "Financial Statements", "Titles", "Compliance With Laws", "Expenses", "Participations", "Existence", "Base Salary", "Definitions", "Intellectual Property", "Further Assurances", "Interpretations", "Assigns", "Counterparts", "Erisa", "Sanctions", "Construction", "Costs", "Withholdings", "Indemnifications", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Each of the Lenders and each Issuing Bank hereby irrevocably (subject to Section\u00a011.06 ) appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.", "references": ["Participations", "Base Salary", "Further Assurances", "Closings", "Subsidiaries", "Modifications", "Taxes", "Jurisdictions", "Organizations", "Enforceability", "No Conflicts", "Books", "Consent To Jurisdiction", "Solvency", "Liens", "Notices", "Compliance With Laws", "Qualifications", "Brokers", "Representations", "Successors", "Applicable Laws", "Interests", "Forfeitures", "Entire Agreements", "Litigations", "Disability", "Remedies", "Expenses", "Terminations", "Powers"], "gold": ["Powers"]}
+{"input": "The agreements in this Section shall survive the resignation of any Agent and L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Miscellaneous", "Assigns", "Payments", "Taxes", "Organizations", "Governing Laws", "Agreements", "General", "Authorizations", "Cooperation", "Interests", "Headings", "Defined Terms", "Severability", "Definitions", "Terminations", "Non-Disparagement", "Sanctions", "Counterparts", "Adjustments", "Change In Control", "Disclosures", "Qualifications", "No Waivers", "Binding Effects", "Tax Withholdings", "Withholdings", "Erisa", "Releases", "Intellectual Property", "Survival"], "gold": ["Survival"]}
+{"input": "The nature of the business or purposes to be conducted or promoted by the Company is to engage in such activities as are permitted under applicable Law (including the Maryland Act) and determined from time to time by the Managing Member in accordance with the terms and conditions of this Agreement. Subject to the limitations set forth in this Agreement, the Company shall possess, and may exercise, all of the powers and privileges granted to it by the Maryland Act, by any other applicable Law or by this Agreement, together with all powers incidental thereto, so far as those powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Company.", "references": ["Titles", "Notices", "Compliance With Laws", "Closings", "Specific Performance", "Sanctions", "Positions", "Jurisdictions", "Sales", "Expenses", "Tax Withholdings", "Terms", "Payments", "Effectiveness", "Approvals", "Governing Laws", "No Waivers", "Subsidiaries", "Consent To Jurisdiction", "Liens", "Intellectual Property", "Organizations", "Further Assurances", "Qualifications", "Anti-Corruption Laws", "Warranties", "Interests", "Financial Statements", "Agreements", "Solvency", "Powers"], "gold": ["Powers"]}
+{"input": "Owner may assign its rights, claims, benefits, and interests under the Contractor to any future party holding title to the Project or to any of it is lenders. All promises, warranties, covenants, and agreements of Contractor will inure to the benefit of such assignee(s). Such assignee(s)\u00a0will be entitled to the full benefits, and will be subject to the obligations, of the Contract, and may directly enforce performance of the Contract by Contractor for the benefit such assignee. Any direct assignee of Owner (but not a lender) shall assume all obligations of Owner under the Contract, including, but not limited to, the obligation to be responsible for costs associated with delays to the Contract caused solely by the Owner assigning the Contract to such assignee.", "references": ["Adjustments", "Taxes", "Participations", "No Waivers", "Further Assurances", "Modifications", "Qualifications", "Erisa", "Benefits", "Employment", "Confidentiality", "Amendments", "Sales", "Indemnity", "Definitions", "Enforceability", "No Conflicts", "Compliance With Laws", "Specific Performance", "Publicity", "Death", "Releases", "Expenses", "Capitalization", "Miscellaneous", "Organizations", "Interpretations", "Effectiveness", "Use Of Proceeds", "Venues", "Assignments"], "gold": ["Assignments"]}
+{"input": "No Credit Party shall, nor shall any Credit Party permit any Subsidiary to directly or knowingly indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or, to the knowledge of any Credit Party, in any other manner that will result in a violation by the Company or any of its Subsidiaries or any Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender or Swap Provider of Sanctions.", "references": ["Employment", "Positions", "No Defaults", "Waiver Of Jury Trials", "Amendments", "Indemnity", "Vacations", "Assignments", "Cooperation", "Participations", "Defined Terms", "Jurisdictions", "Waivers", "Existence", "Adjustments", "Erisa", "Binding Effects", "Fees", "Definitions", "Payments", "Entire Agreements", "Qualifications", "Authority", "Closings", "No Conflicts", "Interpretations", "Disclosures", "Anti-Corruption Laws", "Confidentiality", "Governing Laws", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "The Darby Sellers and Schein agree to execute such other and further documents as reasonably requested by the other to carry out this Amendment, including any further documents or confirmations needed to enable Schein to participate in the Voyager Transactions.", "references": ["Terms", "Transactions With Affiliates", "No Waivers", "Anti-Corruption Laws", "Successors", "Approvals", "Change In Control", "Qualifications", "Assigns", "Severability", "Effectiveness", "Enforcements", "Interests", "Miscellaneous", "Warranties", "Closings", "Assignments", "Disclosures", "Consents", "Definitions", "Existence", "Amendments", "Organizations", "Payments", "Releases", "General", "Waiver Of Jury Trials", "Headings", "Withholdings", "Construction", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Both Landlord and Tenant have been represented by counsel and this Master Lease and every provision hereof has been freely and fairly negotiated. Consequently, all provisions of this Master Lease shall be interpreted according to their fair meaning and shall not be strictly construed against any party.", "references": ["Authorizations", "Anti-Corruption Laws", "Withholdings", "Construction", "Confidentiality", "Capitalization", "Headings", "Records", "Further Assurances", "Submission To Jurisdiction", "Powers", "Vacations", "Waiver Of Jury Trials", "Litigations", "Disability", "Indemnity", "Authority", "Representations", "Disclosures", "Compliance With Laws", "Waivers", "Entire Agreements", "Amendments", "Remedies", "Use Of Proceeds", "Transactions With Affiliates", "Qualifications", "Organizations", "Expenses", "Modifications", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Executive represents and warrants to the Company that: (1)\u00a0he has full power, authority and capacity to execute and deliver this Agreement, and to perform his obligations hereunder, (1)\u00a0such execution, delivery and performance will not (and with the giving of notice or lapse of time, or both, would not) result in the breach of any agreement or other obligation to which he is a party or is otherwise bound, and (1)\u00a0this Agreement is his valid and binding obligation, enforceable in accordance with its terms.", "references": ["Severability", "Further Assurances", "Disclosures", "Definitions", "Approvals", "Closings", "Waivers", "Remedies", "Sanctions", "Binding Effects", "Participations", "Terminations", "Interests", "Venues", "Powers", "Compliance With Laws", "Defined Terms", "Use Of Proceeds", "Liens", "Duties", "General", "Submission To Jurisdiction", "Assignments", "Capitalization", "Construction", "Jurisdictions", "Cooperation", "Modifications", "Fees", "Titles", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This instrument will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this instrument) upon either (i) the issuance of Units to the Investor pursuant to Section 1(a) or Section 1(b)(ii); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(b)(i) or Section 1(c).", "references": ["Payments", "Binding Effects", "Agreements", "Governing Laws", "Terms", "Further Assurances", "Costs", "Death", "Change In Control", "Severability", "Representations", "Existence", "Interpretations", "Fees", "Sanctions", "Survival", "Entire Agreements", "Modifications", "Venues", "Capitalization", "Vesting", "Base Salary", "Remedies", "Defined Terms", "Adjustments", "Duties", "No Waivers", "Transactions With Affiliates", "Assigns", "Assignments", "Terminations"], "gold": ["Terminations"]}
+{"input": "If any court determines that any provision of this Section\u00a04 is invalid or unenforceable, the remainder of this Section\u00a04 shall not thereby be affected and shall be given full effect, without regard to the invalid portion. In addition, if any court or arbitrator construes any portion of this Section\u00a04 to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. This Section\u00a04, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.", "references": ["Forfeitures", "Consents", "Litigations", "Waiver Of Jury Trials", "Insurances", "Definitions", "Vacations", "Jurisdictions", "Confidentiality", "Modifications", "Effectiveness", "Employment", "No Waivers", "Submission To Jurisdiction", "Effective Dates", "Agreements", "Duties", "Authority", "Expenses", "Books", "Indemnifications", "Counterparts", "Base Salary", "Disclosures", "Transactions With Affiliates", "Closings", "Adjustments", "Sales", "Non-Disparagement", "Releases", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement, the Note and the other Loan Documents contain the entire agreement between Pledgor and Pledgee with respect to the specific subject matter hereof and thereof and supersede any prior understandings and agreements between Pledgor and Pledgee with respect to such specific subject matter.", "references": ["No Waivers", "Terminations", "Definitions", "Change In Control", "Fees", "Enforcements", "Indemnifications", "Subsidiaries", "Insurances", "Applicable Laws", "Records", "Waivers", "Waiver Of Jury Trials", "Costs", "Payments", "Organizations", "Representations", "Authorizations", "Indemnity", "Notices", "Litigations", "Authority", "Withholdings", "Taxes", "No Conflicts", "Enforceability", "Closings", "Consents", "Titles", "Transactions With Affiliates", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If any legally actionable dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (\u201c JAMS \u201d) and the law applicable to the claim. The parties shall have 30 calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive\u2019s employment or Executive\u2019s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive\u2019s compensation, employment, or Executive\u2019s termination. The parties further agree that arbitration as provided for in this Section 17(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive\u2019s obligations under Sections 12 , 13 , 15 or 16 hereof or for an administrative claim with an administrative agency. The parties agree that the arbitration provided herein shall be conducted in or around Morristown, New Jersey, unless otherwise mutually agreed. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Except as otherwise provided above, the arbitrator may award legal fees to the prevailing party in his sole discretion; provided that the percentage of fees so awarded shall not exceed 1% of the net worth of the paying party (i.e., the Company or Executive). Subject to Section 11 , except as may be required by law, neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties.", "references": ["Erisa", "Counterparts", "Integration", "Anti-Corruption Laws", "Costs", "Sanctions", "Further Assurances", "Vacations", "Insurances", "Existence", "Intellectual Property", "Change In Control", "Definitions", "Participations", "Representations", "Employment", "Forfeitures", "Consents", "Jurisdictions", "Tax Withholdings", "Transactions With Affiliates", "Disclosures", "Books", "Base Salary", "Publicity", "Miscellaneous", "Assigns", "Agreements", "Death", "Terminations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "If the Grantee has a Separation from Service due to the Grantee\u2019s death, any unearned Restricted Stock Units shall become immediately earned and vested as of the date of such Separation from Service assuming target performance. In addition, in the event of the Grantee\u2019s death after Separation from Service due to Disability, Involuntary Termination without Cause or Special Retirement, any Restricted Stock Units that had not yet become earned and vested in accordance with the schedule set forth under \u201cVesting Schedule\u201d in the Notice shall become immediately earned and vested as of the date of such death assuming target performance.", "references": ["Specific Performance", "Taxes", "Approvals", "Cooperation", "Modifications", "Representations", "Adjustments", "Authorizations", "Agreements", "Interests", "Miscellaneous", "Tax Withholdings", "Anti-Corruption Laws", "Terminations", "General", "Waivers", "Amendments", "No Waivers", "No Conflicts", "Benefits", "Intellectual Property", "Construction", "Transactions With Affiliates", "Positions", "Solvency", "Indemnifications", "Publicity", "Warranties", "Payments", "Consent To Jurisdiction", "Death"], "gold": ["Death"]}
+{"input": "No provision of this Agreement is to be interpreted for or against any party because that party or that party\u2019s legal representative drafted such provision. Pronouns, wherever used herein, and of whatever gender, shall include natural persons and corporations and associations of every kind and character, and the singular shall include the plural wherever and as often as may be appropriate. Whenever the terms \u201chereof\u201d, \u201chereby\u201d, \u201cherein\u201d, or words of similar import are used in this Agreement they shall be construed as referring to this Agreement in its entirety rather than to a particular Section or provision, unless the context specifically indicates to the contrary. Whenever the words \u201cinclude\u201d and \u201cincluding\u201d are used herein, they shall be construed to mean \u201cincluding, without limitation\u201d. Any reference to a particular \u201cArticle\u201d or a \u201cSection\u201d shall be construed as referring to the indicated Article or Section of this Agreement unless the context indicates to the contrary.", "references": ["Forfeitures", "Authorizations", "Anti-Corruption Laws", "Sanctions", "Expenses", "Confidentiality", "Effectiveness", "Compliance With Laws", "Withholdings", "Arbitration", "Tax Withholdings", "Modifications", "Warranties", "Vacations", "Disability", "Fees", "Taxes", "Indemnifications", "Assigns", "Terms", "Indemnity", "Subsidiaries", "No Defaults", "Powers", "Capitalization", "Brokers", "Effective Dates", "Miscellaneous", "Sales", "Governing Laws", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Borrower will use the proceeds of the Loans and Letters of Credit only as provided in Section \u00a08.08 .", "references": ["Vacations", "Forfeitures", "Amendments", "Authorizations", "Vesting", "Solvency", "Litigations", "Consent To Jurisdiction", "Effectiveness", "Withholdings", "Disability", "Remedies", "Positions", "Titles", "Enforcements", "Integration", "Duties", "Taxes", "Records", "Notices", "Non-Disparagement", "Confidentiality", "Severability", "Headings", "Interpretations", "Terminations", "No Waivers", "Organizations", "Change In Control", "Tax Withholdings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, deeds of trust and other documents), which may be required under any applicable law, or which any Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.\u00a0 The Borrower also agrees to provide to each Agent, from time to time upon request by any of them, evidence reasonably satisfactory to Agents, as to the perfection and priority of the Liens created or intended to be created by the Senior Collateral Documents in favor of the Senior Collateral Agent in favor of the Senior Loan Secured Parties.", "references": ["Construction", "Anti-Corruption Laws", "Brokers", "Arbitration", "Survival", "Death", "General", "Books", "Assigns", "Adjustments", "Applicable Laws", "Sales", "Consents", "Existence", "Compliance With Laws", "Payments", "Warranties", "Duties", "Waiver Of Jury Trials", "No Conflicts", "Non-Disparagement", "Forfeitures", "No Waivers", "Assignments", "Modifications", "Amendments", "Consent To Jurisdiction", "Terminations", "Headings", "Vesting", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Corporation (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) has the requisite corporate power to execute, deliver and perform this Agreement; and (iii) has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.", "references": ["Venues", "Arbitration", "Entire Agreements", "Successors", "Death", "Intellectual Property", "Enforceability", "General", "Liens", "Positions", "Sales", "Terms", "Non-Disparagement", "Further Assurances", "Use Of Proceeds", "Waiver Of Jury Trials", "Definitions", "Duties", "Interests", "Terminations", "Indemnifications", "Miscellaneous", "Publicity", "Powers", "Severability", "Payments", "Jurisdictions", "Employment", "Transactions With Affiliates", "Anti-Corruption Laws", "Authority"], "gold": ["Authority"]}
+{"input": "If any provision of this Consulting Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.", "references": ["Interests", "Survival", "Sales", "Non-Disparagement", "Positions", "Effectiveness", "Waivers", "Venues", "Consent To Jurisdiction", "Powers", "Releases", "Warranties", "Integration", "Effective Dates", "Anti-Corruption Laws", "Withholdings", "Expenses", "Subsidiaries", "Authorizations", "Cooperation", "Payments", "No Waivers", "Base Salary", "Entire Agreements", "No Conflicts", "Solvency", "Enforcements", "Enforceability", "Publicity", "Litigations", "Severability"], "gold": ["Severability"]}
+{"input": "(a) During the five year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan, none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect: ( i ) a Reportable Event, ( ii ) a failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), ( iii ) any noncompliance with the applicable provisions of ERISA or the Code, ( iv ) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA), ( v ) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan, ( vi ) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any Commonly Controlled Entity, ( vii ) the Insolvency of any Multiemployer Plan or ( viii ) any transactions that resulted or could reasonably be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA.", "references": ["Effectiveness", "General", "Integration", "Financial Statements", "Litigations", "Withholdings", "Fees", "Terms", "Waivers", "Compliance With Laws", "Arbitration", "Participations", "Entire Agreements", "Change In Control", "Submission To Jurisdiction", "Vacations", "Titles", "Non-Disparagement", "Releases", "Payments", "Duties", "Construction", "Binding Effects", "Sales", "Indemnifications", "Expenses", "Qualifications", "Authorizations", "Indemnity", "No Waivers", "Erisa"], "gold": ["Erisa"]}
+{"input": "The Transaction Documents will be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. The parties hereto (1) agree that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waive any objection which the parties may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.9, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.", "references": ["Warranties", "Applicable Laws", "Indemnity", "Further Assurances", "Books", "Defined Terms", "Authorizations", "Terminations", "Taxes", "Litigations", "Payments", "Terms", "Change In Control", "Approvals", "Effective Dates", "Use Of Proceeds", "Specific Performance", "Fees", "Confidentiality", "Cooperation", "Interests", "Intellectual Property", "Enforceability", "Waiver Of Jury Trials", "Closings", "Consent To Jurisdiction", "Publicity", "Positions", "Binding Effects", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "(a)\u00a0The Borrower shall make each payment hereunder, without counterclaim or set-off, not later than 11:00\u00a0A.M. (New\u00a0York City time) on the day when due in Dollars to the Agent at the Agent\u2019s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably (other than amounts payable pursuant to Section\u00a02.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section\u00a08.06(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.", "references": ["Severability", "Modifications", "Disability", "Jurisdictions", "Terminations", "Venues", "Employment", "Interpretations", "Remedies", "Liens", "Qualifications", "Assignments", "Existence", "Closings", "Base Salary", "Transactions With Affiliates", "Insurances", "Defined Terms", "Fees", "Expenses", "Assigns", "Tax Withholdings", "Indemnity", "Terms", "Change In Control", "Compliance With Laws", "Capitalization", "Sanctions", "Entire Agreements", "Non-Disparagement", "Payments"], "gold": ["Payments"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0 Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Duties", "Further Assurances", "Employment", "Records", "Use Of Proceeds", "Authority", "Agreements", "Submission To Jurisdiction", "Consents", "Indemnity", "No Conflicts", "Taxes", "Subsidiaries", "Counterparts", "Titles", "Governing Laws", "Positions", "Brokers", "Capitalization", "Assigns", "Disclosures", "Compliance With Laws", "Terminations", "Warranties", "Closings", "Payments", "Entire Agreements", "Waivers", "Applicable Laws", "Vacations", "Successors"], "gold": ["Successors"]}
+{"input": "All representations and warranties made herein, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other Extensions of Credit hereunder.", "references": ["Taxes", "Enforcements", "No Waivers", "Specific Performance", "Subsidiaries", "Effectiveness", "Benefits", "Venues", "Liens", "Amendments", "Agreements", "Modifications", "Assignments", "Records", "Binding Effects", "Confidentiality", "Indemnity", "Sales", "Positions", "No Defaults", "Transactions With Affiliates", "Costs", "Erisa", "Assigns", "Payments", "Waiver Of Jury Trials", "Closings", "Duties", "Qualifications", "Interpretations", "Warranties"], "gold": ["Warranties"]}
+{"input": "In the event that the Participant whose Benefit Percentage is greater than zero percent (0%) dies prior to Separation from Service, the Participant\u2019s benefit shall be distributed in the Normal Distribution Form commencing on the date the Participant would have attained age sixty-two (62)\u00a0if the Participant had survived (or, if later, within thirty (30)\u00a0days after the Participant\u2019s date of death), such benefit to be distributed to the Participant\u2019s surviving designated beneficiary or, in the absence thereof, to the Participant\u2019s estate. In the event that the Participant dies after Separation from Service but prior to distribution in full of the Participant\u2019s benefit, the undistributed payment(s) shall be paid to the Participant\u2019s designated beneficiary or, in the absence of a surviving designated beneficiary (including due to the death of a designated beneficiary prior to payment of the final payment), to the Participant\u2019s estate.", "references": ["Consents", "Compliance With Laws", "Vacations", "Interpretations", "Sanctions", "Capitalization", "Defined Terms", "Erisa", "Adjustments", "Transactions With Affiliates", "Terminations", "Venues", "Liens", "Indemnity", "Qualifications", "Change In Control", "Miscellaneous", "Notices", "Vesting", "Interests", "Modifications", "Disability", "Waivers", "Successors", "Authorizations", "Closings", "Titles", "Insurances", "Enforcements", "Effectiveness", "Death"], "gold": ["Death"]}
+{"input": "Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, except to the extent that could not reasonably be expected to have a Material Adverse Effect. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, except to the extent that any such claim could not reasonably be expected to have a Material Adverse Effect. The use of Intellectual Property by each Group Member does not infringe on the rights of any Person except to the extent that could not reasonably be expected to have a Material Adverse Effect.", "references": ["Financial Statements", "Benefits", "Participations", "Agreements", "Effectiveness", "Headings", "Miscellaneous", "Fees", "Confidentiality", "No Conflicts", "Books", "Adjustments", "Jurisdictions", "Records", "Assigns", "Consent To Jurisdiction", "Successors", "Positions", "No Waivers", "Capitalization", "Terminations", "Anti-Corruption Laws", "Interests", "Approvals", "Applicable Laws", "Sales", "Assignments", "Remedies", "Counterparts", "Change In Control", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Lender and Lender\u2019s officers, directors, employees, attorneys and agents of Lender shall have no liability with respect to, and Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by Borrower in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents.", "references": ["Forfeitures", "Participations", "No Conflicts", "Successors", "Notices", "Severability", "Qualifications", "Submission To Jurisdiction", "Interpretations", "Existence", "Titles", "Defined Terms", "Expenses", "Cooperation", "Enforceability", "Effectiveness", "Tax Withholdings", "Employment", "Withholdings", "Base Salary", "Indemnity", "Warranties", "Governing Laws", "Organizations", "Entire Agreements", "Powers", "Amendments", "Taxes", "Modifications", "Remedies", "Releases"], "gold": ["Releases"]}
+{"input": "All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (a) when personally delivered, (b) when transmitted via electronic mail to the email address set out below, (c) the second Business Day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to an internationally recognized overnight air courier service or (d) the fourth Business Day following the day on which the same is sent by certified or registered mail, postage prepaid; provided that email shall be the presumptive means of transmission of notices, demands or communications pursuant to this Agreement unless not reasonably practicable for a given notice, demand or other communication. Notices, demands and communications, in each case to the respective parties, will be sent to the applicable address set forth below or to such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party in accordance with the terms of this Agreement.", "references": ["Disability", "Counterparts", "Headings", "Entire Agreements", "Financial Statements", "Positions", "Construction", "Interests", "Binding Effects", "Publicity", "Qualifications", "Duties", "Effectiveness", "Compliance With Laws", "Venues", "Enforcements", "Terminations", "Litigations", "Tax Withholdings", "Miscellaneous", "Waivers", "Defined Terms", "Modifications", "Agreements", "Subsidiaries", "Use Of Proceeds", "Titles", "Anti-Corruption Laws", "Effective Dates", "Vesting", "Notices"], "gold": ["Notices"]}
+{"input": "All payments to be made by Provider hereunder shall be made free and clear of any deduction or withholding. If Provider is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receive a net sum equal to the sum which they would have received had no deduction or withholding been made.", "references": ["Records", "Severability", "Assignments", "Interests", "General", "Terms", "Employment", "Powers", "Anti-Corruption Laws", "Effective Dates", "Cooperation", "Titles", "Indemnity", "Adjustments", "Amendments", "Representations", "Further Assurances", "Expenses", "Closings", "Insurances", "Releases", "No Defaults", "Qualifications", "Sales", "Applicable Laws", "Disability", "Authorizations", "Organizations", "Existence", "Sanctions", "Taxes"], "gold": ["Taxes"]}
+{"input": "(a) Unless otherwise expressly provided in a Loan Document, all payments by the Borrower to the Protected Parties pursuant to each Loan Document shall be made by the Borrower (or by its designee) to the Depositary for the pro rata account of the Protected Parties entitled to receive such payment or, at the direction of the Administrative Agent, directly to such Protected Parties. All payments shall be made without setoff, deduction (except for Taxes which are expressly addressed in Section 3.01 ) or counterclaim not later than 11:00 a.m. New York City time on the date due in Dollars in same day or immediately available funds to such account or accounts (if payment is to be made directly to the Protected Parties) as the Depositary shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Depositary for the pro rata account of the Protected Parties entitled to such payment on the next succeeding Business Day. In the event that a payment is made to Depositary for the pro rata account of the Protected Parties entitled to such payment, the Depositary shall promptly notify the Administrative Agent of its receipt of the same and remit in same day funds to each Protected Party its share, if any, of such payments received by the Depositary for the account of such Protected Party as specified in a written direction from the Administrative Agent. Whenever any payment is to be made hereunder or under any Loan, or whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, such payment shall be made, and the last day of such Interest Period shall occur, on the next succeeding Business Day and interest at the Applicable Rate shall accrue on such amount from the original due date to such next Business Day; provided , that if such extension would cause the last day of such Interest Period to occur in a new calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.", "references": ["Vesting", "Forfeitures", "Modifications", "Effectiveness", "Terminations", "Waivers", "Change In Control", "Consents", "Authority", "Expenses", "Notices", "Disability", "Anti-Corruption Laws", "Confidentiality", "Miscellaneous", "Severability", "Integration", "Agreements", "Sanctions", "Insurances", "Submission To Jurisdiction", "Capitalization", "Vacations", "Venues", "Enforceability", "Waiver Of Jury Trials", "Disclosures", "Death", "Remedies", "Representations", "Payments"], "gold": ["Payments"]}
+{"input": "Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by electronic mail, upon confirmation of receipt, or (b) on the first business day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice.", "references": ["Records", "Amendments", "Construction", "Effectiveness", "Definitions", "Anti-Corruption Laws", "Sanctions", "Sales", "Books", "Brokers", "Disclosures", "No Defaults", "Headings", "Successors", "Disability", "General", "Vacations", "Consent To Jurisdiction", "Intellectual Property", "Adjustments", "Solvency", "Venues", "Insurances", "Severability", "Interests", "Authorizations", "Representations", "Indemnifications", "No Conflicts", "Death", "Notices"], "gold": ["Notices"]}
+{"input": "This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.", "references": ["Existence", "Forfeitures", "Submission To Jurisdiction", "Insurances", "Waivers", "Erisa", "Indemnity", "Approvals", "Interpretations", "Releases", "Sanctions", "Use Of Proceeds", "Defined Terms", "Organizations", "Further Assurances", "Withholdings", "Publicity", "Brokers", "No Conflicts", "Anti-Corruption Laws", "Consent To Jurisdiction", "Notices", "Employment", "Specific Performance", "Expenses", "Compliance With Laws", "Subsidiaries", "Payments", "Financial Statements", "General", "Remedies"], "gold": ["Remedies"]}
+{"input": "The Company and, except for pSiMedica Limited (the \u201c English Subsidiary \u201d), any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (each, a \u201c Subsidiary \u201d, collectively, the \u201c Subsidiaries \u201d), are duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and, except for the English Subsidiary, the Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the SEC Reports, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders\u2019 equity or results of operations of the Company and such Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a \u201c Material Adverse Effect \u201d). The English Subsidiary is properly incorporated and validly existing under the laws of England. The English Subsidiary has the right, power and authority to perform its business as currently conducted and as disclosed in the SEC Reports and has taken any necessary corporate or other actions to authorize the performance of its business as currently conducted and as disclosed in the SEC Reports.", "references": ["Employment", "Disclosures", "Severability", "Construction", "Sales", "Participations", "Enforceability", "Venues", "Terms", "Existence", "Binding Effects", "Enforcements", "Intellectual Property", "Forfeitures", "Interests", "Positions", "Publicity", "Further Assurances", "Solvency", "Duties", "Vesting", "Successors", "Transactions With Affiliates", "Death", "Use Of Proceeds", "Applicable Laws", "Entire Agreements", "Approvals", "Indemnity", "Authority", "Organizations"], "gold": ["Organizations"]}
+{"input": "The only equity owners of the Seller are the Seller Parties and no person has any existing right to purchase any equity of the Seller.", "references": ["Insurances", "Jurisdictions", "Confidentiality", "Books", "Warranties", "Disclosures", "Costs", "Adjustments", "Specific Performance", "Agreements", "Compliance With Laws", "Powers", "Further Assurances", "Forfeitures", "Use Of Proceeds", "Financial Statements", "Miscellaneous", "Assignments", "Governing Laws", "Amendments", "Vacations", "Arbitration", "Successors", "Disability", "Effectiveness", "Litigations", "Definitions", "No Waivers", "Participations", "Intellectual Property", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The parties hereby irrevocably and unconditionally submit to the jurisdiction of the United States District Court for the Northern District of California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement.", "references": ["Applicable Laws", "Death", "Modifications", "Assignments", "Cooperation", "Compliance With Laws", "Defined Terms", "Remedies", "Waivers", "Anti-Corruption Laws", "Arbitration", "Powers", "Entire Agreements", "Records", "Withholdings", "Taxes", "Venues", "Use Of Proceeds", "Sanctions", "Agreements", "Vacations", "Confidentiality", "Effective Dates", "Sales", "Existence", "Payments", "Disability", "Assigns", "Non-Disparagement", "Warranties", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed or telecommunicated (if telecommunicated electronically, be followed by delivery via overnight courier or U.S. Mail), or delivered as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall not be effective until received by the party to whom such notice or communication is addressed.", "references": ["General", "Construction", "Disability", "Terminations", "Compliance With Laws", "Brokers", "Vacations", "Books", "Adjustments", "Remedies", "Approvals", "Costs", "Forfeitures", "Interpretations", "Titles", "Modifications", "Existence", "Consents", "Qualifications", "Effectiveness", "Submission To Jurisdiction", "Employment", "Agreements", "Warranties", "Further Assurances", "No Defaults", "Withholdings", "Counterparts", "Headings", "Change In Control", "Notices"], "gold": ["Notices"]}
+{"input": "All governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of the Borrowers and their Subsidiaries (including shareholder approvals, if any) shall have been obtained on terms satisfactory to Administrative Agent and shall be in full force and effect.", "references": ["Powers", "Amendments", "Authorizations", "Qualifications", "Governing Laws", "Vesting", "Defined Terms", "Base Salary", "No Waivers", "Records", "Arbitration", "Expenses", "Successors", "Positions", "Tax Withholdings", "Integration", "Death", "Use Of Proceeds", "Taxes", "Indemnifications", "Assignments", "Sanctions", "Closings", "Interpretations", "Releases", "Further Assurances", "Organizations", "Litigations", "No Defaults", "Enforcements", "Approvals"], "gold": ["Approvals"]}
+{"input": "All agreements, representations and warranties contained in this Agreement and the other Loan Documents or in any document delivered pursuant hereto or thereto shall be for the benefit of Agent and Lender and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement.", "references": ["Financial Statements", "Representations", "Venues", "Amendments", "Binding Effects", "Organizations", "Publicity", "Sanctions", "Books", "Liens", "Costs", "Use Of Proceeds", "Agreements", "Effectiveness", "Notices", "Terms", "Miscellaneous", "No Conflicts", "Litigations", "Taxes", "Employment", "Change In Control", "Successors", "Vesting", "Insurances", "Duties", "Modifications", "Indemnity", "Cooperation", "Consents", "Survival"], "gold": ["Survival"]}
+{"input": "The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York State or federal court sitting in the Borough of Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a)\u00a0any defense in any action for specific performance that a remedy at law would be adequate and (b)\u00a0any requirement under any law to post security as a prerequisite to obtaining equitable relief.", "references": ["Specific Performance", "Tax Withholdings", "Assigns", "Waivers", "Headings", "Non-Disparagement", "Sanctions", "Solvency", "Positions", "Disclosures", "General", "Titles", "Change In Control", "Qualifications", "Disability", "Consents", "Duties", "Integration", "Survival", "Books", "Terminations", "Brokers", "Interests", "Payments", "Jurisdictions", "Anti-Corruption Laws", "Governing Laws", "Effectiveness", "Fees", "Enforceability", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Unless otherwise set forth in the Plan or determined by the Administrator, all expenses of administering the Plan, including expenses incurred in connection with the purchase of Shares for sale to Participating Employees, shall be borne by the Company and its Subsidiaries or Affiliates.", "references": ["Modifications", "Adjustments", "Powers", "Terminations", "Publicity", "Assigns", "Financial Statements", "No Waivers", "Disclosures", "Successors", "Representations", "Amendments", "Benefits", "Existence", "Assignments", "No Defaults", "Costs", "Effective Dates", "Indemnifications", "Vesting", "Non-Disparagement", "Governing Laws", "Approvals", "Enforcements", "Effectiveness", "Notices", "Litigations", "Transactions With Affiliates", "Sanctions", "Venues", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument.\u00a0\u00a0Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.", "references": ["Confidentiality", "Interpretations", "Subsidiaries", "Interests", "Publicity", "Specific Performance", "Remedies", "Authority", "Amendments", "Cooperation", "Agreements", "Base Salary", "Assigns", "Intellectual Property", "Submission To Jurisdiction", "Employment", "Indemnifications", "Definitions", "Waiver Of Jury Trials", "Expenses", "Miscellaneous", "Modifications", "Liens", "Applicable Laws", "Indemnity", "Positions", "Qualifications", "Venues", "Costs", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Borrower is, and the Borrowers taken as a whole, are Solvent as of the Effective Date immediately after the consummation of the Transactions to occur on the Effective Date.", "references": ["Construction", "Effectiveness", "Non-Disparagement", "Agreements", "Entire Agreements", "Waivers", "Base Salary", "Powers", "Intellectual Property", "Closings", "Adjustments", "Venues", "Waiver Of Jury Trials", "Sanctions", "Indemnifications", "Positions", "Qualifications", "Confidentiality", "Organizations", "Benefits", "Binding Effects", "Employment", "Anti-Corruption Laws", "Records", "No Conflicts", "Warranties", "Counterparts", "Applicable Laws", "Representations", "Forfeitures", "Solvency"], "gold": ["Solvency"]}
+{"input": "(i) All Specified Purchase Agreement Representations shall be true and correct and (ii) the Specified Representations shall be true and correct in all material respects on and as of the 2018 Incremental Effective Date, except to the extent that such Specified Representations specifically refer to an earlier date, in which case such Specified Representations shall be true and correct in all material respects as of such earlier date (provided that any Specified Representation that is qualified as to \u201cmateriality\u201d, \u201cmaterial adverse effect\u201d or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)) .", "references": ["Transactions With Affiliates", "No Waivers", "Powers", "Enforcements", "Assigns", "Miscellaneous", "Employment", "General", "Closings", "Disability", "Intellectual Property", "Authority", "Assignments", "Remedies", "Anti-Corruption Laws", "Use Of Proceeds", "Taxes", "No Conflicts", "Forfeitures", "Cooperation", "Amendments", "Fees", "Further Assurances", "Vesting", "Organizations", "Qualifications", "Solvency", "Interests", "Sales", "Terminations", "Warranties"], "gold": ["Warranties"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Agent and each Lender, regardless of any investigation made by the Agent or any Lender or on their behalf and notwithstanding that the Agent or any Lender may have had notice or knowledge of any Default at the time of any extension of credit hereunder, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. Without prejudice to the survival of any other obligation of the Borrower hereunder, the obligations under Article 6 , Section \u00a015.1 and Section \u00a015.2 shall survive repayment of the Obligations and termination of the Commitments.", "references": ["Costs", "Defined Terms", "Litigations", "Positions", "Non-Disparagement", "Venues", "Disclosures", "Authorizations", "Consent To Jurisdiction", "Records", "Consents", "Waiver Of Jury Trials", "Brokers", "Cooperation", "Existence", "Duties", "Indemnity", "Notices", "Titles", "Successors", "Sanctions", "Adjustments", "Terminations", "Remedies", "Agreements", "Benefits", "Organizations", "No Conflicts", "Severability", "Jurisdictions", "Survival"], "gold": ["Survival"]}
+{"input": "Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee\u2019s consent ( provided , however , that the Grantee\u2019s consent shall not be required to an amendment that is deemed necessary by the Corporation to comply with Section 409A of the Code).", "references": ["Waiver Of Jury Trials", "Financial Statements", "Use Of Proceeds", "Records", "Miscellaneous", "Integration", "Interests", "Disclosures", "Governing Laws", "Terminations", "Adjustments", "Entire Agreements", "Assignments", "Authority", "Effectiveness", "Confidentiality", "Terms", "Organizations", "Sales", "Consent To Jurisdiction", "Jurisdictions", "Vesting", "No Conflicts", "Payments", "Approvals", "Enforcements", "Definitions", "Sanctions", "Consents", "Warranties", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as described in the Prospectus, all of the assets described in the Prospectus as owned by the Subsidiaries of the Company are owned directly by the Subsidiaries. Except for the Subsidiaries, the Company owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture, limited liability company or other entity.", "references": ["Confidentiality", "Existence", "Further Assurances", "Miscellaneous", "Positions", "Vesting", "Consent To Jurisdiction", "Litigations", "Applicable Laws", "Survival", "No Waivers", "General", "Payments", "Withholdings", "Sales", "Capitalization", "Brokers", "Definitions", "Forfeitures", "Non-Disparagement", "Fees", "Venues", "Erisa", "Interpretations", "Anti-Corruption Laws", "Disability", "Modifications", "Benefits", "Compliance With Laws", "Change In Control", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY\u00a0HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,\u00a0IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION\u00a011.16 .", "references": ["Non-Disparagement", "Powers", "Qualifications", "Death", "Interpretations", "Survival", "Financial Statements", "Integration", "Records", "Authority", "Compliance With Laws", "Participations", "Governing Laws", "Warranties", "Disability", "Construction", "Tax Withholdings", "Authorizations", "Erisa", "Positions", "Remedies", "Arbitration", "Counterparts", "Modifications", "Transactions With Affiliates", "Taxes", "Brokers", "Terminations", "Insurances", "Organizations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The parties to each assignment shall execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 for each assignment, and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Details Form in which the assignee designates one or more Persons to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Parent and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee\u2019s compliance procedures and applicable laws, including federal and state securities laws.", "references": ["Authority", "Releases", "Defined Terms", "Base Salary", "Closings", "Litigations", "Binding Effects", "Forfeitures", "Approvals", "Compliance With Laws", "Withholdings", "Positions", "General", "Enforcements", "Successors", "Powers", "Books", "Non-Disparagement", "Participations", "Assigns", "Interpretations", "Solvency", "Effectiveness", "Organizations", "Indemnifications", "Payments", "Survival", "Tax Withholdings", "Sales", "Notices", "Assignments"], "gold": ["Assignments"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that issues such Letter of Credit or the Lenders, each Issuing Bank that issues a Letter of Credit hereunder hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of any Issuing Bank that issues a Letter of Credit hereunder, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section \u00a02.08(e) , or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section \u00a02.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Cooperation", "Terms", "Submission To Jurisdiction", "Venues", "Notices", "Base Salary", "Consent To Jurisdiction", "Governing Laws", "Financial Statements", "No Conflicts", "Titles", "Disclosures", "Definitions", "Waivers", "Integration", "Enforceability", "Applicable Laws", "Benefits", "Payments", "Litigations", "Expenses", "Forfeitures", "Further Assurances", "Organizations", "Qualifications", "Effective Dates", "Brokers", "Erisa", "Death", "Entire Agreements", "Participations"], "gold": ["Participations"]}
+{"input": "The purpose of the Torchmark Corporation 2018 Incentive Plan (the \u201cPlan\u201d) is to promote the success, and enhance the value, of Torchmark Corporation (the \u201cCompany\u201d), by linking the personal interests of employees, officers, directors and consultants of the Company or any Affiliate (as defined below) to those of Company stockholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the Company\u2019s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates.", "references": ["Change In Control", "Cooperation", "Death", "No Conflicts", "Binding Effects", "Closings", "Fees", "Compliance With Laws", "Base Salary", "Indemnity", "Intellectual Property", "Miscellaneous", "Assigns", "No Waivers", "Insurances", "Arbitration", "Disability", "Liens", "Disclosures", "Participations", "Financial Statements", "Defined Terms", "Authority", "No Defaults", "Interpretations", "Entire Agreements", "Enforceability", "Transactions With Affiliates", "Qualifications", "Successors", "General"], "gold": ["General"]}
+{"input": "The provisions of Sections 5, 6.1, 6.2, 6.4, 6.5, 7, 8, 9, 10 and 11 shall indefinitely survive Executive\u2019s employment with the Company. The provisions of Section 6.3 shall survive for the Restricted Period, as defined therein.", "references": ["Interests", "Authority", "Enforceability", "Erisa", "Death", "Compliance With Laws", "Closings", "General", "Brokers", "Submission To Jurisdiction", "Withholdings", "Cooperation", "Intellectual Property", "Terminations", "Enforcements", "Tax Withholdings", "No Defaults", "Sanctions", "Vacations", "Litigations", "Benefits", "Counterparts", "Financial Statements", "Liens", "Anti-Corruption Laws", "Notices", "Construction", "Definitions", "Agreements", "Transactions With Affiliates", "Survival"], "gold": ["Survival"]}
+{"input": "The Effective Date of the Plan is the date on which the Company\u2019s shareholders approve the Plan at a duly held shareholder meeting.", "references": ["Powers", "Specific Performance", "Assignments", "Titles", "Waiver Of Jury Trials", "Survival", "Amendments", "Enforceability", "Applicable Laws", "Notices", "Taxes", "Records", "Intellectual Property", "Anti-Corruption Laws", "Cooperation", "Brokers", "Capitalization", "Governing Laws", "Agreements", "Duties", "Qualifications", "Entire Agreements", "Modifications", "General", "Base Salary", "Counterparts", "Releases", "Warranties", "Disclosures", "Consents", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "THIS AMENDMENT AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Notwithstanding anything to the contrary contained herein, the provisions of Section\u00a011.18(b) , Section\u00a011.18(c) , Section\u00a011.18(d) and Section\u00a011.19 of the Existing Credit Agreement are incorporated by reference herein, mutatis mutandis .", "references": ["Applicable Laws", "Enforcements", "Assignments", "Consent To Jurisdiction", "Venues", "Indemnity", "Financial Statements", "Assigns", "Submission To Jurisdiction", "Death", "Withholdings", "Jurisdictions", "No Defaults", "Integration", "Erisa", "Waiver Of Jury Trials", "Existence", "Duties", "Binding Effects", "Entire Agreements", "Intellectual Property", "Representations", "Counterparts", "No Conflicts", "Consents", "No Waivers", "Transactions With Affiliates", "Closings", "Authorizations", "Severability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.", "references": ["Enforcements", "Costs", "No Conflicts", "Defined Terms", "Disability", "Change In Control", "Withholdings", "Cooperation", "Warranties", "Terms", "Fees", "Enforceability", "Modifications", "Applicable Laws", "Closings", "Releases", "Benefits", "Existence", "Anti-Corruption Laws", "Assigns", "Survival", "Assignments", "Transactions With Affiliates", "No Waivers", "Disclosures", "Indemnity", "Headings", "Consents", "Authority", "Organizations", "Integration"], "gold": ["Integration"]}
+{"input": "Other than consummating the transactions contemplated hereunder, the Holder has not, nor has any Person acting on behalf of or pursuant to any understanding with the Holder, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Holder first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, if the Holder is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Holder\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Holder\u2019s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the New Securities covered by this Agreement. Other than to other Persons party to this Agreement or to the Holder\u2019s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Holder has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.", "references": ["Interpretations", "Defined Terms", "Taxes", "Entire Agreements", "Specific Performance", "Erisa", "Existence", "Modifications", "No Defaults", "Authorizations", "Publicity", "Anti-Corruption Laws", "Base Salary", "Adjustments", "Interests", "Payments", "Sales", "Expenses", "Headings", "Positions", "Arbitration", "Use Of Proceeds", "Binding Effects", "Representations", "Governing Laws", "Successors", "Disability", "Authority", "Participations", "Severability", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "As soon as practicable following the completion of the audit of the Company\u2019s consolidated financial statements for the final fiscal year of the Performance Period, the Company shall calculate the TSR Payout Factor, the ROCE Payout Factor and the corresponding numbers of Performance Shares issuable to Recipient. This calculation shall be submitted to the Committee. No later than the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the levels of TSR and TSR Percentile Rank attained by the Company for each fiscal year of the Performance Period, the levels of ROCE attained by the Company for each fiscal year of the Performance Period, the Tax Impacts applied in calculating ROCE in each fiscal year and the number of Performance Shares issuable to Recipient based on the Company\u2019s performance. Subject to applicable tax withholding, the number of Performance Shares so certified shall be issued to Recipient as soon as practicable following the Vesting Date, but no Performance Shares shall be issued prior to certification. No fractional shares shall be issued and the number of Performance Shares deliverable shall be rounded to the nearest whole share. In the event of the death or disability of Recipient as described in Section 3.3 or a Company Sale as described in Section 5, each of which requires an award payout earlier than the Vesting Date, a similar calculation and certification process shall be followed within the time frames required by those sections.", "references": ["Jurisdictions", "Records", "Non-Disparagement", "Releases", "Definitions", "Tax Withholdings", "Miscellaneous", "Death", "Solvency", "Employment", "Submission To Jurisdiction", "Insurances", "Effective Dates", "Consents", "Cooperation", "Vesting", "Authority", "Interests", "Publicity", "Warranties", "No Waivers", "Effectiveness", "Further Assurances", "Anti-Corruption Laws", "Closings", "Titles", "Adjustments", "Consent To Jurisdiction", "Notices", "Vacations", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement and the Restrictive Covenant Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof including, but not limited to any other understandings, agreements or representations between Executive and the Company or any subsidiary or affiliate of the Company.", "references": ["Warranties", "Specific Performance", "Intellectual Property", "Notices", "Binding Effects", "Authorizations", "Effectiveness", "Benefits", "Closings", "Governing Laws", "Waivers", "Approvals", "Records", "Non-Disparagement", "Financial Statements", "Jurisdictions", "Interests", "Powers", "Payments", "General", "Headings", "Disability", "Miscellaneous", "Erisa", "Survival", "Subsidiaries", "Construction", "Existence", "Consent To Jurisdiction", "Venues", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except for Article VI and this Section \u00a08.7 , this Agreement shall terminate (i)\u00a0automatically if the Merger Agreement has terminated pursuant to the terms thereof and the Closing has not occurred; (ii)\u00a0as to any Holder when all Registrable Securities held by such Holder no longer constitute Registrable Securities; and (iii)\u00a0as to Carlyle on the earlier of (a)\u00a0the date that is 181 days after the Effective Time, or (b)\u00a0the date after which Carlyle has disposed of the (or there are no) Carlyle Registrable Securities.", "references": ["Notices", "Assigns", "Financial Statements", "Survival", "Cooperation", "Base Salary", "Venues", "Authority", "Employment", "Brokers", "Agreements", "Interests", "Warranties", "Payments", "Submission To Jurisdiction", "Terms", "Modifications", "Closings", "Participations", "Construction", "Effectiveness", "Amendments", "Vacations", "Compliance With Laws", "Confidentiality", "Powers", "Jurisdictions", "Interpretations", "Tax Withholdings", "Erisa", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Subsidiary Guaranty may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Subsidiary Guaranty to produce or account for more than one such counterpart executed by the Guarantors against whom enforcement is sought. Without limiting the foregoing provisions of this Section \u00a020 , the provisions of Section \u00a010.10 of the Credit Agreement shall be applicable to this Subsidiary Guaranty.", "references": ["Existence", "No Waivers", "Headings", "Participations", "Base Salary", "Fees", "Arbitration", "Qualifications", "Waivers", "Interests", "Integration", "Agreements", "Submission To Jurisdiction", "Severability", "Waiver Of Jury Trials", "Powers", "Withholdings", "Benefits", "Consent To Jurisdiction", "No Defaults", "Consents", "Notices", "Employment", "Costs", "Litigations", "Compliance With Laws", "Duties", "Liens", "Brokers", "Taxes", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Participant hereby agrees, during the Participant\u2019s employment with the Company and thereafter, not to defame or disparage the Company, its affiliates, and their respective directors, members, officers, or employees, and the Company hereby agrees, during the Participant\u2019s employment with the Company and thereafter, to prevent the then-current members of the Board from defaming or disparaging the Participant. The Participant hereby agrees to reasonably cooperate with the Company in refuting any defamatory or disparaging remarks by any third party made in respect of the Company or its affiliates or their directors, members, officers, or employees. The Company hereby agrees to reasonably cooperate with the Participant in refuting any defamatory or disparaging remarks made by any third party in respect of the Participant.", "references": ["Death", "Subsidiaries", "Intellectual Property", "Vesting", "Warranties", "Binding Effects", "Miscellaneous", "Sanctions", "Enforcements", "Employment", "Effective Dates", "Consents", "Agreements", "Terms", "Financial Statements", "Counterparts", "Disclosures", "Organizations", "Applicable Laws", "Construction", "Base Salary", "Indemnifications", "Defined Terms", "Tax Withholdings", "Jurisdictions", "Cooperation", "Submission To Jurisdiction", "Publicity", "Positions", "Expenses", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "A Participant who is affected by a Change in Control shall have his eligibility for and amount of Supplemental Plan benefits determined pursuant to the terms of the Union Pacific Corporation Key Employee Continuity Plan adopted November 16, 2000, as may be amended from time to time.", "references": ["Submission To Jurisdiction", "Capitalization", "Waiver Of Jury Trials", "Records", "No Conflicts", "Brokers", "Erisa", "Miscellaneous", "Binding Effects", "Use Of Proceeds", "Modifications", "Participations", "Representations", "Terms", "Anti-Corruption Laws", "Disability", "Intellectual Property", "Enforceability", "Compliance With Laws", "Existence", "Death", "Terminations", "Specific Performance", "Liens", "General", "Cooperation", "Governing Laws", "Headings", "Integration", "Counterparts", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Notwithstanding any provision herein to the contrary, the payment of the Severance Benefits and the Pro Rata Bonus Payment, and the provision of the Accelerated Equity Benefit, pursuant to subsection (b), (d), (e)\u00a0or (g)\u00a0of this Section\u00a07, shall be conditioned upon Employee\u2019s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) in accordance with the time limits set forth therein (and, in all events, within sixty (60)\u00a0days following the Date of Termination); provided , that, in the case of Employee\u2019s death or Disability, such actions shall be taken by a representative with authority to bind Employee or, if applicable, his estate (as determined in the Company\u2019s reasonable good faith discretion). If Employee or his representative fails to execute the Release of Claims in such a timely manner, or timely revokes acceptance of such release following its execution, Employee and his estate or beneficiaries shall not be entitled to any of the Severance Benefits, the Pro Rata Bonus Payment, or the Accelerated Equity Benefit. Payment of the Severance Benefits will commence on the first regular Company payday that is at least five (5)\u00a0business days following the date the Company receives a timely, effective and non-revocable Release of Claims (the \u201c Payment Date \u201d); provided , however , that the first payment will be retroactive to the day immediately following the Date of Termination. Payment of the Pro Rata Bonus Payment will also be made on the Payment Date. Notwithstanding the foregoing, to the extent that any portion of the Severance Benefits or Pro Rata Bonus Payment constitutes \u201cnon-qualified deferred compensation\u201d subject to Section\u00a0409A of the Code, any payment of such portion scheduled to occur prior to the sixtieth (60th)\u00a0day following the date of Employee\u2019s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th)\u00a0day unless otherwise permitted by Section 409A of the Code, after which any remaining such benefits shall thereafter be provided to Employee according to the applicable schedule set forth herein.", "references": ["Terms", "Defined Terms", "Confidentiality", "Assigns", "Powers", "Authority", "Employment", "Vesting", "Remedies", "Successors", "Agreements", "Disclosures", "Subsidiaries", "Survival", "Change In Control", "Applicable Laws", "Records", "Disability", "Erisa", "Effective Dates", "Solvency", "Entire Agreements", "Transactions With Affiliates", "Enforceability", "Costs", "Sanctions", "Assignments", "General", "Specific Performance", "Integration", "Releases"], "gold": ["Releases"]}
+{"input": "Except for Rossoff & Company, LLC, whose fees and expenses will be paid by Seller and/or Parent, none of Parent, Seller, nor any of their respective directors, officers, employees, consultants or other agents or representatives, has retained any broker, finder or financial advisor, or incurred any Liability for any brokerage fee or commission, finder\u2019s fee or financial advisory fee, in connection with the transactions contemplated hereby. In no event will Buyer nor any the Purchased Assets be subject to any Liability or Encumbrance relating to any brokerage fee or commission, finder\u2019s fee or financial advisory fee incurred by or on behalf of Seller or Parent in connection with the transactions contemplated hereby.", "references": ["No Conflicts", "Consent To Jurisdiction", "Benefits", "Capitalization", "Arbitration", "Sales", "Interpretations", "Existence", "Confidentiality", "Disclosures", "Change In Control", "Use Of Proceeds", "Publicity", "Enforceability", "Participations", "Waiver Of Jury Trials", "Fees", "Construction", "Indemnity", "Transactions With Affiliates", "Costs", "Amendments", "Vacations", "Expenses", "Powers", "Death", "Employment", "Tax Withholdings", "Withholdings", "Notices", "Brokers"], "gold": ["Brokers"]}
+{"input": "Employer shall pay or reimburse Executive for all reasonable expenses actually incurred or paid by Executive during the Term in connection with the performance of Executive\u2019s services hereunder upon presentation of expense statements, vouchers or other supporting documentation as Employer may require of Executive; provided such expenses are otherwise in accordance with Employer\u2019s policies. Executive shall undertake such travel as may be required in the performance of Executive\u2019s duties pursuant to this Agreement. Under no circumstances shall the Employer\u2019s reimbursement for expenses incurred in a calendar year be made later than the end of the next following calendar year; provided, however, this requirement shall not alter the Employer\u2019s obligation to reimburse Executive for eligible expenses on a current basis.", "references": ["Positions", "Qualifications", "Miscellaneous", "General", "Confidentiality", "Titles", "Death", "Effectiveness", "Non-Disparagement", "Fees", "Amendments", "Modifications", "Notices", "Transactions With Affiliates", "Records", "Litigations", "Brokers", "Further Assurances", "Interests", "Terms", "Cooperation", "Authority", "Vacations", "Base Salary", "Construction", "Assigns", "Sanctions", "Payments", "Effective Dates", "Waivers", "Expenses"], "gold": ["Expenses"]}
+{"input": "For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Sixty-Five Thousand Dollars ($465,000) per year (\u201c Base Salary \u201d). The Base Salary shall be paid in the same increments as the Company\u2019s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive\u2019s Base Salary shall be reviewed at least annually.", "references": ["Integration", "Authorizations", "Tax Withholdings", "Confidentiality", "Amendments", "Vacations", "Sales", "General", "Withholdings", "Indemnity", "Governing Laws", "Counterparts", "Indemnifications", "Severability", "No Waivers", "Terminations", "Enforceability", "Disclosures", "Compliance With Laws", "Transactions With Affiliates", "Participations", "Consent To Jurisdiction", "Death", "Approvals", "Organizations", "Books", "Interpretations", "Positions", "Fees", "Releases", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified or licensed to transact business in all places where the failure to be so qualified would have a Material Adverse Effect on it. Borrower has the power to make and perform the Loan Documents executed by it and all such instruments will constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors\u2019 rights generally.", "references": ["Fees", "Use Of Proceeds", "Entire Agreements", "Authority", "Death", "Transactions With Affiliates", "Warranties", "Enforceability", "Brokers", "Terms", "Jurisdictions", "Amendments", "Financial Statements", "Qualifications", "Insurances", "Vacations", "Duties", "Change In Control", "Sanctions", "Assigns", "No Conflicts", "Successors", "Organizations", "Closings", "Consent To Jurisdiction", "Effective Dates", "Definitions", "Terminations", "Survival", "No Waivers", "Powers"], "gold": ["Powers"]}
+{"input": "(a)\u00a0\u00a0The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates, and thereafter on the average daily amount of the Revolving Loans and Applicable Percentage of the Swingline Loans and Letters of Credit of such Lender.\u00a0\u00a0Accrued facility fees shall be payable in Dollars in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof.\u00a0\u00a0All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Miscellaneous", "Non-Disparagement", "Effective Dates", "Severability", "No Defaults", "Brokers", "Books", "Venues", "Costs", "Existence", "Capitalization", "Participations", "Liens", "No Conflicts", "Interests", "Agreements", "Vacations", "Releases", "Cooperation", "Amendments", "Binding Effects", "Financial Statements", "Vesting", "Approvals", "Change In Control", "Terms", "Taxes", "Definitions", "Sales", "Enforcements", "Fees"], "gold": ["Fees"]}
+{"input": "THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["Capitalization", "Books", "Miscellaneous", "Positions", "Waivers", "Applicable Laws", "Successors", "Headings", "Forfeitures", "Defined Terms", "Counterparts", "Disclosures", "Assignments", "Construction", "Confidentiality", "Assigns", "Terminations", "Brokers", "No Defaults", "Submission To Jurisdiction", "Withholdings", "Indemnity", "Employment", "Effectiveness", "Anti-Corruption Laws", "Binding Effects", "Survival", "Agreements", "Qualifications", "Venues", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The headings appearing at the beginning of sections contained herein have been inserted for the convenience of the parties hereto and shall not be used to determine the construction or interpretation of this Agreement.", "references": ["Financial Statements", "Litigations", "Severability", "Use Of Proceeds", "Effective Dates", "Powers", "Adjustments", "Cooperation", "Duties", "Terms", "Death", "Venues", "Enforceability", "Liens", "Employment", "Authority", "Insurances", "Amendments", "Defined Terms", "Solvency", "Compliance With Laws", "Applicable Laws", "Consents", "Miscellaneous", "Change In Control", "Indemnifications", "Sanctions", "Submission To Jurisdiction", "Sales", "Subsidiaries", "Headings"], "gold": ["Headings"]}
+{"input": "Enter into Sale and Leaseback Transactions which, in the aggregate, exceed $3,000,000.", "references": ["Change In Control", "Agreements", "Notices", "Liens", "Approvals", "Death", "Applicable Laws", "Disclosures", "Fees", "Severability", "Positions", "Consent To Jurisdiction", "Indemnifications", "Specific Performance", "Expenses", "Powers", "Duties", "Miscellaneous", "Venues", "Titles", "Definitions", "Financial Statements", "Authorizations", "Interests", "Terminations", "Releases", "Costs", "Base Salary", "Organizations", "Survival", "Sales"], "gold": ["Sales"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which taken together shall constitute one and the same instrument, and may be delivered electronically.", "references": ["Powers", "Severability", "Adjustments", "Warranties", "Litigations", "Insurances", "Entire Agreements", "Brokers", "Anti-Corruption Laws", "Compliance With Laws", "Jurisdictions", "Change In Control", "Terms", "Definitions", "Interests", "Expenses", "Terminations", "Duties", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Financial Statements", "Miscellaneous", "Death", "Further Assurances", "Representations", "Effective Dates", "Amendments", "Arbitration", "Benefits", "Authorizations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery, and performance by Sellers of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not violate, conflict with or result in a breach of any term, condition or provision of, or require the consent of any person or entity under, or result in the creation of or right to create any Lien upon any of the assets of such Seller under, (i) any organizational documents of such Seller, (ii) any laws to which such Seller is subject, (iii) any permit, judgment, order, writ, injunction, decree, or award of any Governmental Authority to which such Seller is subject, or (iv) any material license, indenture, promissory note, bond, credit or loan agreement, lease, agreement, commitment or other instrument or document to which such Seller is a party or by which such Seller is bound.", "references": ["Powers", "Waivers", "Severability", "Agreements", "Defined Terms", "Submission To Jurisdiction", "Participations", "Binding Effects", "Titles", "Assignments", "Releases", "Warranties", "Consent To Jurisdiction", "Venues", "Interests", "Jurisdictions", "Notices", "Representations", "Specific Performance", "Costs", "Duties", "Terminations", "Anti-Corruption Laws", "Brokers", "Enforceability", "Benefits", "Payments", "General", "Arbitration", "Cooperation", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Executive, for himself, his spouse, heirs, executors, administrators and assigns, hereby unconditionally releases and forever discharges the Company and its related entities, successors, assigns, agents, directors, officers, employees, representatives, and all persons acting by, through, under or in concert with any of them from any and all causes of action whether known or unknown, with respect to or arising out of all those claims asserted or which could have been asserted by Executive and/or arising out of, or alleged to have been suffered by him in or as a consequence of his employment, contact or relationship to date with the Company, including rights or claims arising under any agreement with the Company or under any federal, state or local laws, including, but not limited to Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act of 1967 and the Older Worker\u2019s Benefit Protection Act of 1990, the Civil Rights Act of 1866, as amended, the Family Medical Leave Act, the Employee Retirement Income Security Act of 1974, \u00a0 the Oklahoma Workers\u2019 Compensation Act, the Fair Labor Standards Act, the Americans With Disabilities Act, as amended, the Rehabilitation Act of 1973, \u00a0 the Vietnam Era Veterans\u2019 Readjustment Assistance Act, the Genetic Information Nondiscrimination Act, the Oklahoma Anti-Discrimination Act, Oklahoma public policy, and all other federal, state or local laws.\u00a0 This release also applies to any claims or rights Executive may have arising out of any legal or equitable restrictions on Executive\u2019s right not to continue an employment (or other) relationship with the Company, including any express or implied employment contracts, and to any claims Executive may have against the Company for fraudulent inducement or misrepresentation, tortious interference with business/contractual relations, defamation, wrongful termination, public policy tort, or other retaliation claims in connection with workers\u2019 compensation or alleged \u201cwhistleblower\u201d status or on any other basis whatsoever.\u00a0 Executive does not, however, waive any rights or claims that may arise and accrue after the date this Agreement is executed by him.\u00a0 Further, Executive understands and agrees that this Agreement does not cover, affect, or alter any rights that cannot, by law, be released by private agreement.", "references": ["Subsidiaries", "Benefits", "Positions", "Anti-Corruption Laws", "Powers", "Waivers", "Binding Effects", "Effective Dates", "Warranties", "Erisa", "Capitalization", "Payments", "Financial Statements", "Enforcements", "Sanctions", "Compliance With Laws", "Disability", "Applicable Laws", "Non-Disparagement", "Cooperation", "Authorizations", "No Waivers", "Approvals", "Vacations", "Agreements", "Venues", "Jurisdictions", "Interests", "Definitions", "Indemnifications", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement (including the documents and the instruments referred to in this Agreement), together with the Stock Purchase Agreement, constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.", "references": ["Books", "Venues", "Interpretations", "Submission To Jurisdiction", "Positions", "Death", "Defined Terms", "Insurances", "Sales", "Fees", "Taxes", "Indemnity", "Withholdings", "Enforcements", "Intellectual Property", "Applicable Laws", "Governing Laws", "Vesting", "Consent To Jurisdiction", "Duties", "Powers", "Vacations", "Cooperation", "Sanctions", "Base Salary", "Enforceability", "Participations", "Remedies", "Costs", "Use Of Proceeds", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Servicer shall perform each of its obligations under this Agreement and the other Related Documents. The Servicer shall comply with all federal, state, provincial and local laws and regulations applicable to it and the Transferred Receivables, including those relating to truth in lending, retail installment sales, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing, taxation, ERISA and labor matters and environmental laws and environmental permits, except, in each case, where the failure to so comply could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Remedies", "Terms", "Subsidiaries", "Amendments", "Change In Control", "Disclosures", "Vacations", "Agreements", "No Waivers", "Brokers", "Qualifications", "Closings", "Non-Disparagement", "Consent To Jurisdiction", "Anti-Corruption Laws", "Assignments", "Intellectual Property", "Benefits", "Waiver Of Jury Trials", "Interests", "Death", "Governing Laws", "Enforcements", "Publicity", "General", "Erisa", "Warranties", "Transactions With Affiliates", "Further Assurances", "Construction", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The proceeds of the 2017 Replacement Term A-2 Loans incurred pursuant to Amendment No. 13 shall be for the purposes specified therein, which include the refinancing of the Existing Term A Loans existing immediately prior to the Amendment No. 13 Effective Date and the paying of fees and expenses incurred in connection therewith. The proceeds of the 2017 Replacement Term B-3 Loans incurred pursuant to Amendment No. 13 shall be for the purposes specified therein, which include the refinancing of the Existing Term B-2 Loans existing immediately prior to the Amendment No. 13 Effective Date and the paying of fees and expenses incurred in connection therewith. The proceeds of the 2018 Incremental Term B-4 Loans incurred pursuant to Amendment No. 15 shall be for the purposes specified therein. Revolving Credit Loans and Letters of Credit issued hereunder shall be for general corporate purposes and working capital of the Borrower and its Subsidiaries, and any other purpose not prohibited by this Agreement.", "references": ["Waiver Of Jury Trials", "Enforceability", "Modifications", "Capitalization", "Titles", "Compliance With Laws", "Books", "Duties", "Governing Laws", "Employment", "Authority", "Brokers", "No Defaults", "Costs", "Effective Dates", "Subsidiaries", "Definitions", "Confidentiality", "Organizations", "Interests", "Terminations", "Construction", "Terms", "Consents", "Interpretations", "Survival", "Death", "Authorizations", "Applicable Laws", "Benefits", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Company reserves the right, in its sole discretion, to waive any term or provision of this Agreement in such circumstances as the Company deems appropriate. Any waiver by the Company of any provision or a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.", "references": ["Vesting", "Survival", "Benefits", "Cooperation", "Counterparts", "Anti-Corruption Laws", "Integration", "Consents", "Construction", "Duties", "Use Of Proceeds", "Compliance With Laws", "Approvals", "Transactions With Affiliates", "Capitalization", "No Conflicts", "Tax Withholdings", "Agreements", "Interpretations", "Existence", "Effectiveness", "Closings", "Organizations", "Severability", "Interests", "Definitions", "Binding Effects", "Releases", "Change In Control", "Specific Performance", "Waivers"], "gold": ["Waivers"]}
+{"input": "Executive agrees and understands that she is responsible for payment, if any, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. It is intended that none of the payments or benefits under this Agreement will constitute deferred compensation under Section 409A of the Internal Revenue Code of\u00a01986, as amended, any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (\u201c Section 409A \u201d), but rather such payments and benefits will be exempt from Section 409A as payable only within the \u201cshort-term deferral period\u201d pursuant to Treasury Regulation Section 1.409A-1(b)(4), or otherwise be exempt or comply with Section\u00a0409A so that none of the payments to be provided under this Agreement will be subject to the additional tax imposed under Section\u00a0409A, and any ambiguities or ambiguous terms will be interpreted in such manner. In order to comply with the \u201cshort-term deferral\u201d exception from Section 409A, in no event will the Severance be paid later than March 15, 2019. Each payment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, in the unlikely event that it is necessary to avoid subjecting Executive to an additional tax under Section 409A, payment of all or a portion of the separation-related payments or benefits payable under this Agreement and any other separation-related deferred compensation (within the meaning of Section 409A) payable to Executive will be delayed until the date that is six (6) months and one (1) day following Executive\u2019s separation from service (within the meaning of Section 409A), except that in the event of Executive\u2019s death, any such delayed payments will be paid as soon as practicable after the date of Executive\u2019s death. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any severance payments.", "references": ["Authorizations", "Brokers", "Change In Control", "Governing Laws", "Assigns", "Books", "Assignments", "Venues", "Warranties", "Definitions", "Successors", "Costs", "Specific Performance", "Adjustments", "Fees", "Confidentiality", "Notices", "Terminations", "Cooperation", "Positions", "Liens", "Litigations", "Participations", "Authority", "Agreements", "Anti-Corruption Laws", "Tax Withholdings", "Counterparts", "Waivers", "Insurances", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company and its Subsidiaries own or possess the valid right to use all (i)\u00a0valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, \u201c Intellectual Property Rights \u201d) and (ii)\u00a0inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, \u201c Intellectual Property Assets \u201d) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus,\u00a0 provided \u00a0that the foregoing representation is made only to the Company\u2019s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company\u2019s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company\u2019s Knowledge, the Company and its Subsidiaries\u2019 respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company\u2019s Knowledge, the other parties thereto in accordance to its terms, except (i)\u00a0as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii)\u00a0as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company\u2019s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company\u2019s business. No claims have been asserted or threatened against the Company alleging a violation of any person\u2019s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company\u2019s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company\u2019s business.", "references": ["Effectiveness", "Authorizations", "Confidentiality", "Consents", "Amendments", "No Waivers", "Sales", "Defined Terms", "Terms", "Arbitration", "Existence", "Taxes", "Qualifications", "Headings", "Costs", "Enforceability", "Venues", "Brokers", "Adjustments", "Anti-Corruption Laws", "Terminations", "Waiver Of Jury Trials", "Successors", "Submission To Jurisdiction", "Representations", "Definitions", "Agreements", "Publicity", "Specific Performance", "Subsidiaries", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Company acknowledges that the University has incurred attorney fees, expenses, filing fees and other charges incident to the preparation, filing, prosecution and maintenance of the Patent Rights (the \u201c Past Patent Expenses \u201d) in the amount set forth on Exhibit D. The Company has paid per the Original Agreement the Past Patent Expenses, as set forth in the invoice attached as Exhibit D. During the Term, the Company will either pay directly under a separate Client and Billing Agreement or reimburse University for all reasonable documented attorneys\u2019 fees, expenses, official fees and all other charges accumulated or invoiced to the University during the Term incident to the preparation, filing, prosecution, and maintenance of the Patent Rights (the \u201c Current Patent Expenses \u201d). The University shall use reasonable efforts to submit Current Patent Expenses for pre-approval by the Company. The Current Patent Expenses shall be reimbursed or paid, as applicable, within 30 days after Company's receipt of an itemized invoice for such fees, expenses and charges. University reserves the right to require the Company to provide a deposit in advance of incurring out of pocket patent expenses estimated by counsel to exceed $[***]. If Company fails to reimburse patent expenses under this Section 8.2, or provide a requested deposit with respect to a Patent Right, then University shall have the right to, at its discretion and expense, either abandon such applications or patents related to such Patent Right or to continue such preparation, prosecution and/or maintenance activities and, to the extent University has pursued protection of any patent rights associated with such patent action will remain subject to the License, at University\u2019s sole discretion. Any abandonment of patents or applications under Patent Rights by the University shall not affect Company's obligation to pay prior royalties due under this Agreement that were accrued prior to the date of abandonment of patents or applications for such Patent Rights.", "references": ["Taxes", "Books", "Insurances", "Qualifications", "Publicity", "Duties", "Change In Control", "Venues", "Powers", "Costs", "No Waivers", "Transactions With Affiliates", "Benefits", "Records", "Submission To Jurisdiction", "Closings", "Interpretations", "Existence", "Interests", "Tax Withholdings", "Further Assurances", "Definitions", "Integration", "Use Of Proceeds", "Liens", "Organizations", "Titles", "Capitalization", "Vesting", "Anti-Corruption Laws", "Payments"], "gold": ["Payments"]}
+{"input": "Any notice given under this Agreement will be sufficient if in writing and either: (a) mailed postage prepaid by registered or certified mail, return receipt requested; or (b) delivered by hand to, in the case of Farmer Mac, 1999 K Street, N.W., Washington, D.C. 20006, attention General Counsel or, in the case of the Executive, at his address identified in the payroll records of Farmer Mac (or to such other addresses as may be from time to time designated by notice from the recipient party to the other) with a copy delivered to Daniel L. Schwartz, Day Pitney LLP, One Canterbury Green, Stamford, CT 06901. Any such notice will be effective upon actual receipt or refusal thereof.", "references": ["Insurances", "Benefits", "Capitalization", "Interests", "Brokers", "Anti-Corruption Laws", "No Defaults", "Applicable Laws", "Publicity", "Successors", "Sanctions", "Releases", "Jurisdictions", "Vesting", "Binding Effects", "Miscellaneous", "Entire Agreements", "Liens", "Closings", "Arbitration", "Existence", "Compliance With Laws", "Qualifications", "Submission To Jurisdiction", "Counterparts", "Employment", "No Waivers", "Survival", "Indemnity", "Assignments", "Notices"], "gold": ["Notices"]}
+{"input": "It has been duly organized in, and is validly existing as a limited liability company in good standing under the Applicable Laws of its jurisdiction of organization, with all requisite power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, except to the extent that such failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Qualifications", "Definitions", "Approvals", "Death", "Records", "Change In Control", "Representations", "Intellectual Property", "Solvency", "Litigations", "Tax Withholdings", "Entire Agreements", "Integration", "Erisa", "Consents", "Interpretations", "Severability", "Base Salary", "Sales", "Agreements", "Terminations", "Effective Dates", "Waiver Of Jury Trials", "Remedies", "Successors", "Confidentiality", "Vacations", "Assigns", "Authorizations", "Jurisdictions", "Organizations"], "gold": ["Organizations"]}
+{"input": "All notices to and filings and registrations with any Governmental Authority, and all Governmental Approvals and all other third-party approvals, required for the due execution, delivery and performance by each Loan Party and each of its Subsidiaries of the Loan Documents to which it is a party, and for the legality, validity or enforceability of the Loan Documents, have been obtained and are in full force and effect.", "references": ["Base Salary", "Jurisdictions", "Intellectual Property", "Forfeitures", "Solvency", "Death", "Agreements", "Participations", "No Waivers", "Terminations", "Representations", "Disclosures", "Enforcements", "No Conflicts", "Consents", "Expenses", "Taxes", "Applicable Laws", "Use Of Proceeds", "Titles", "Insurances", "Warranties", "Transactions With Affiliates", "Employment", "Headings", "Assignments", "Assigns", "Closings", "Enforceability", "Notices", "Approvals"], "gold": ["Approvals"]}
+{"input": "You may not assign your rights under this Agreement except upon your death. The Company may assign its obligations hereunder to any successor, including any acquirer of substantially all of the assets of the Company.", "references": ["Erisa", "Organizations", "Expenses", "Existence", "Taxes", "No Conflicts", "Sales", "Sanctions", "Positions", "Qualifications", "Authority", "Base Salary", "Books", "Fees", "Closings", "Use Of Proceeds", "Litigations", "Releases", "Tax Withholdings", "Insurances", "Adjustments", "General", "Disability", "Employment", "Publicity", "Payments", "No Defaults", "Warranties", "Remedies", "Severability", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Borrower is conducting its business in compliance with its Organizational Documents and not in violation of its Organizational Documents. The Borrower\u2019s Organizational Documents are in full force and effect. The Borrower is validly existing as a corporation and is in good standing under the laws of the jurisdiction of its incorporation. The Borrower (i)\u00a0has full power and authority (and all governmental licenses, authorizations, Permits, consents and approvals) to (x)\u00a0own its properties, conduct its business, (y)\u00a0enter into, and perform its obligations under, this Agreement, and (z)\u00a0consummate the transactions contemplated hereby, and (ii)\u00a0is duly qualified as a foreign corporation, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, in each case of this clause (ii), where the failure to be so qualified, licensed or in good standing could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.", "references": ["Successors", "Withholdings", "Agreements", "Positions", "Participations", "Intellectual Property", "Vesting", "Confidentiality", "Applicable Laws", "Assignments", "Consent To Jurisdiction", "Notices", "Construction", "Costs", "Effectiveness", "Taxes", "Erisa", "Employment", "Submission To Jurisdiction", "Use Of Proceeds", "Existence", "Records", "Binding Effects", "Forfeitures", "Indemnity", "Non-Disparagement", "Transactions With Affiliates", "Change In Control", "Miscellaneous", "Titles", "Organizations"], "gold": ["Organizations"]}
+{"input": "Executive shall be entitled to participate in benefits under the Company\u2019s benefit plans and arrangement, including, without limitation, any employee benefit plan or arrangement made available in the future by the Company to its senior executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. The Company shall have the right to amend or delete any such benefit plan or an arrangement made available by the Company to its senior executives and not otherwise specifically provided for herein. Any reduction of Executive\u2019s benefits such that Executive\u2019s benefits are, in the aggregate, materially less favorable to Executive than those benefits offered to Executive as of the Effective Date shall be considered a material breach of this Agreement by the Company.", "references": ["Books", "Warranties", "Headings", "Defined Terms", "Capitalization", "Submission To Jurisdiction", "Organizations", "Assignments", "Employment", "Cooperation", "Non-Disparagement", "Agreements", "Erisa", "Payments", "Venues", "Construction", "Tax Withholdings", "Change In Control", "No Conflicts", "Compliance With Laws", "Participations", "Withholdings", "Terms", "Governing Laws", "No Defaults", "Titles", "Litigations", "Anti-Corruption Laws", "Expenses", "Effectiveness", "Benefits"], "gold": ["Benefits"]}
+{"input": "Borrower has used the proceeds of the Loans only for the purposes specified in Section 5.03 .", "references": ["Publicity", "Enforcements", "Expenses", "Subsidiaries", "Withholdings", "Modifications", "Notices", "No Conflicts", "Tax Withholdings", "Capitalization", "Sanctions", "Amendments", "No Defaults", "Financial Statements", "Change In Control", "Brokers", "Waiver Of Jury Trials", "Vacations", "Transactions With Affiliates", "Defined Terms", "Jurisdictions", "Positions", "Payments", "Existence", "Employment", "Binding Effects", "Insurances", "Indemnifications", "Intellectual Property", "Interests", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Other than the Company\u2019s obligation to withhold taxes as required by law or regulation, the Executive shall be solely responsible for any taxes imposed on the Executive as a result of the payments received under this Agreement. All payments owed to the Executive under this Agreement shall be reduced by all applicable tax withholdings and deductions.", "references": ["Notices", "Consent To Jurisdiction", "Expenses", "Qualifications", "Financial Statements", "Solvency", "Withholdings", "General", "Headings", "Releases", "Enforcements", "Approvals", "Closings", "Assigns", "Effective Dates", "Benefits", "Authorizations", "Compliance With Laws", "Payments", "Further Assurances", "Indemnity", "Effectiveness", "Confidentiality", "Construction", "Warranties", "Terminations", "Erisa", "Vacations", "Base Salary", "Entire Agreements", "Taxes"], "gold": ["Taxes"]}
+{"input": "Notwithstanding anything to the contrary contained in this Agreement, Executive specifically acknowledges and agrees that any breach or threatened breach of the restrictions contained in Section\u00a08 of this Agreement is likely to result in irreparable injury to the Company and/or its Affiliates and that the remedy at law will be an inadequate remedy for such breach, and that in addition to any other remedy it may have in the event of a breach or threatened breach of Section\u00a08 above, the Company and its Affiliates shall be entitled to enforce the specific performance of this Agreement by Executive and to seek both temporary and permanent injunctive relief (to the maximum extent permitted by law) without bond, without notice (to the maximum extent permitted by law), and without liability should such relief be denied, modified or violated (to the maximum extent permitted by law). Furthermore, in the event of any breach of the provisions of Section\u00a08.1 or 8.2 above or a material and willful breach of any other provision in Section\u00a08 above (the \u201c Forfeiture Criteria \u201d), the Company shall be entitled to cease making any severance payments being made hereunder, pending a final determination of damages that have ensured from such alleged breach. Executive acknowledges and agrees that this Section\u00a09 is a material inducement to the Company entering into this Agreement.", "references": ["Defined Terms", "Existence", "Agreements", "Duties", "Books", "Integration", "Disclosures", "Base Salary", "Submission To Jurisdiction", "General", "Fees", "Effective Dates", "Headings", "Further Assurances", "Liens", "Entire Agreements", "Withholdings", "Consents", "Terminations", "Miscellaneous", "Change In Control", "Applicable Laws", "Assigns", "Qualifications", "Benefits", "Counterparts", "Erisa", "Records", "Taxes", "Closings", "Remedies"], "gold": ["Remedies"]}
+{"input": "Headings and captions used in this Agreement (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be given any substantive effect.", "references": ["Publicity", "Compliance With Laws", "Employment", "Withholdings", "Capitalization", "Amendments", "Counterparts", "Vacations", "No Waivers", "Entire Agreements", "Brokers", "Insurances", "Costs", "Agreements", "Change In Control", "Forfeitures", "Transactions With Affiliates", "Effective Dates", "Authorizations", "Titles", "Liens", "Waiver Of Jury Trials", "Effectiveness", "Further Assurances", "Enforceability", "Warranties", "Benefits", "Financial Statements", "Approvals", "Participations", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah.", "references": ["Forfeitures", "Cooperation", "Vesting", "Applicable Laws", "Disclosures", "Survival", "Sanctions", "Approvals", "Organizations", "Headings", "Specific Performance", "Benefits", "Remedies", "Capitalization", "Indemnifications", "Arbitration", "Fees", "Indemnity", "Confidentiality", "Intellectual Property", "Defined Terms", "Amendments", "Miscellaneous", "No Defaults", "Vacations", "Assignments", "Counterparts", "Jurisdictions", "Qualifications", "Transactions With Affiliates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, including any Exhibits attached hereto, sets forth the entire agreement between the Parties and supersedes all contracts, proposals or agreements, whether oral or in writing, and all negotiations, discussions and conversations, between the Parties with respect to the subject matter contained in this Agreement. Any policies, agreements or understandings made between the Parties relating to the subject matter of this Agreement and not explicitly set forth in this Agreement are void and unenforceable. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party hereto.", "references": ["Effective Dates", "Taxes", "Severability", "Solvency", "Publicity", "Brokers", "Counterparts", "Governing Laws", "Records", "Existence", "Consents", "No Waivers", "Miscellaneous", "Insurances", "Non-Disparagement", "Authority", "Enforcements", "Subsidiaries", "Forfeitures", "Expenses", "Agreements", "Financial Statements", "Costs", "Disclosures", "Waiver Of Jury Trials", "Transactions With Affiliates", "Vesting", "Applicable Laws", "Submission To Jurisdiction", "Liens", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Prior to delivery of the Shares purchased upon exercise of this Option, the Company shall determine the amount of any United States federal, state and local income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of exercise of this Option and delivery of the Shares purchased upon exercise of this Option, collect from the Executive the amount of any such tax to the extent not previously withheld. The Executive may satisfy her withholding obligations in the manner contemplated by Section 16(e) of the Plan.", "references": ["Sanctions", "Enforceability", "Payments", "Change In Control", "Use Of Proceeds", "Existence", "Cooperation", "Anti-Corruption Laws", "Expenses", "General", "Vesting", "Waivers", "Interests", "Closings", "Capitalization", "Subsidiaries", "Participations", "Representations", "Erisa", "Amendments", "Costs", "Modifications", "Vacations", "Non-Disparagement", "Consents", "Positions", "Powers", "Severability", "Sales", "Governing Laws", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Neither the failure nor any delay on the part of either party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof.", "references": ["Specific Performance", "Liens", "Assigns", "Benefits", "Positions", "Titles", "Terms", "Effective Dates", "Enforcements", "Jurisdictions", "Solvency", "No Defaults", "Insurances", "General", "Organizations", "Submission To Jurisdiction", "Publicity", "Vacations", "Duties", "Waiver Of Jury Trials", "Indemnifications", "Interests", "Disclosures", "Payments", "Intellectual Property", "Indemnity", "Cooperation", "Vesting", "Enforceability", "Approvals", "Waivers"], "gold": ["Waivers"]}
+{"input": "Each Bank hereby agrees that, except as otherwise provided in any Transaction Documents or with the written consent of the Administrative Agent and the Required Banks, it will not take any enforcement action, accelerate obligations under any Transaction Documents, or exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, Uniform Commercial Code sales or other similar dispositions of collateral, if any.", "references": ["Enforceability", "Counterparts", "Disclosures", "Miscellaneous", "Applicable Laws", "Benefits", "Approvals", "Disability", "Remedies", "Expenses", "Liens", "Litigations", "Duties", "Sales", "Interpretations", "Consent To Jurisdiction", "Agreements", "Defined Terms", "Notices", "Assignments", "Representations", "Records", "Existence", "Waiver Of Jury Trials", "Forfeitures", "Base Salary", "No Waivers", "Anti-Corruption Laws", "Binding Effects", "Change In Control", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Any controversy, dispute or claim arising out of or relating to this Release, including the obligations to make payments pursuant to the Employment Agreement, any modification or extension hereof, or any breach hereof (including the question whether any particular matter is arbitrable hereunder) shall be settled exclusively by arbitration, in the District of Columbia in accordance with the rules of the American Arbitration Association then in force (the \u201cRules\u201d).\u00a0\u00a0Such arbitration shall be effected by arbitrator(s) appointed by the American Arbitration Association (\u201cAAA\u201d) in accordance with the Rules.\u00a0\u00a0The Parties hereto agree to abide by all awards and decisions rendered in an arbitration proceeding in accordance with the foregoing, and all such awards and decisions may be filed by the prevailing Party with any court having jurisdiction over the person or property of the other Party as a basis for judgment and the issuance of execution thereon.\u00a0\u00a0The fees of the arbitrator(s) and related expenses of arbitration shall be apportioned among the Parties as determined by the arbitrator(s).\u00a0\u00a0Unless otherwise agreed by the Parties to the arbitration, all hearings shall be held, and all submissions shall be made by the Parties, within thirty (30) days of the date of completion of Discovery, in which the parties shall engage in good faith and pursuant to the Discovery provision of the AAA Employment Arbitration Rules, and the decisions of the arbitrator(s) shall be made within thirty (30) days of the later of the date of the closing of the hearings or the date of the final submissions by the Parties.\u00a0\u00a0The Parties consent to the jurisdiction of the Courts of the District of Columbia and of the United States District Court for the District of Columbia, for all purposes in connection with the arbitration.\u00a0\u00a0The Parties consent that any process or notice of motion or other application to either of said courts, and any paper in connection with arbitration, may be served by certified mail, return receipt requested, or by personal service, or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided that a reasonable time for appearance is allowed.", "references": ["Authority", "Sales", "Forfeitures", "Capitalization", "Agreements", "Interests", "Confidentiality", "Expenses", "Titles", "Terminations", "Fees", "Use Of Proceeds", "Authorizations", "Remedies", "Records", "Subsidiaries", "Modifications", "Governing Laws", "Powers", "Vesting", "Solvency", "Indemnity", "No Conflicts", "Participations", "Survival", "Enforcements", "General", "Terms", "Base Salary", "Withholdings", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The provisions of this Agreement and the other Note Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Issuers and the other Note Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder or thereunder without the prior written consent of the Purchasers and, except as otherwise set forth herein, so long as no Default or Event of Default has occurred and is continuing, no Purchaser may assign or otherwise transfer any of its rights or obligations hereunder except with the prior written consent of the Issuers. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, and, to the extent expressly contemplated hereby, the Related Parties of each of the Collateral Agent and the Purchasers) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Applicable Laws", "Participations", "Books", "Adjustments", "Duties", "Arbitration", "Death", "Closings", "Non-Disparagement", "Consents", "Records", "Remedies", "Notices", "Base Salary", "Interests", "Defined Terms", "Solvency", "Payments", "Enforcements", "Disclosures", "Litigations", "Construction", "Warranties", "Assigns", "Jurisdictions", "Approvals", "Integration", "Erisa", "Assignments", "Cooperation", "Successors"], "gold": ["Successors"]}
+{"input": "As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 69,421,778 shares are issued and outstanding; and 3,169,398 shares are planned to be reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .", "references": ["Waivers", "Benefits", "Subsidiaries", "Enforceability", "Forfeitures", "Sanctions", "Positions", "Interests", "Submission To Jurisdiction", "Assigns", "Publicity", "Governing Laws", "Intellectual Property", "Vesting", "Disability", "Titles", "Death", "Headings", "Approvals", "Integration", "Specific Performance", "Counterparts", "Warranties", "Costs", "Interpretations", "Further Assurances", "Terminations", "Arbitration", "Successors", "Anti-Corruption Laws", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Definitions", "Assignments", "Integration", "Sales", "Benefits", "Forfeitures", "Remedies", "Litigations", "Fees", "Withholdings", "Notices", "Amendments", "Enforcements", "Modifications", "Death", "Authorizations", "Costs", "Disclosures", "Authority", "Publicity", "Disability", "Enforceability", "Expenses", "Tax Withholdings", "Sanctions", "Defined Terms", "Change In Control", "Base Salary", "Duties", "Approvals", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any notice or other communication herein required or permitted shall be given as provided in Section\u00a09.01 of the Credit Agreement and, in the case of any Subsidiary Guarantor, to such Subsidiary Guarantor in care of the Borrower.", "references": ["Organizations", "Terminations", "Intellectual Property", "General", "Effective Dates", "Amendments", "Vacations", "Warranties", "Modifications", "Use Of Proceeds", "Base Salary", "Indemnity", "Entire Agreements", "Powers", "Participations", "No Defaults", "Transactions With Affiliates", "Survival", "Sales", "Successors", "Defined Terms", "Enforcements", "Subsidiaries", "Financial Statements", "Sanctions", "Withholdings", "Brokers", "Forfeitures", "Binding Effects", "Benefits", "Notices"], "gold": ["Notices"]}
+{"input": "If a Participant\u2019s employment with the Company or any Affiliate thereof terminates (i)\u00a0due to the Participant\u2019s death or (ii)\u00a0on or after the Participant\u2019s Rule of 65 Date (other than by the Company or its Affiliates for Cause), then the remaining unvested 2017 LTI Deferred Compensation Credits shall become vested effective immediately after such termination of employment.", "references": ["Applicable Laws", "Waivers", "Indemnity", "Entire Agreements", "Litigations", "No Waivers", "Survival", "Powers", "Agreements", "Financial Statements", "Binding Effects", "Arbitration", "General", "No Defaults", "Successors", "Vesting", "Counterparts", "Erisa", "Organizations", "Positions", "Compliance With Laws", "Books", "Interpretations", "Amendments", "No Conflicts", "Intellectual Property", "Enforceability", "Effectiveness", "Approvals", "Severability", "Death"], "gold": ["Death"]}
+{"input": "Except as otherwise provided in the Plan, the Committee may unilaterally amend the terms of this Agreement, but no such amendment shall materially impair your rights with respect to your Stock Units without your consent, except such an amendment made to cause the Plan or the Agreement to comply with applicable law, applicable rule of any securities exchange on which the Common Stock is listed or admitted for trading, or to prevent adverse tax or accounting consequences for you or the Company or any of its Affiliates. The Company shall give written notice to you of any such alteration or amendment of this Agreement by the Committee as promptly as practical after the adoption thereof. The foregoing shall not restrict the ability of you and the Company by mutual consent to alter or amend this Agreement in any manner that is consistent with the Plan and approved by the Committee.", "references": ["Payments", "Agreements", "Confidentiality", "Headings", "Authorizations", "Consent To Jurisdiction", "Applicable Laws", "Use Of Proceeds", "Expenses", "Defined Terms", "Indemnifications", "General", "Cooperation", "Anti-Corruption Laws", "Change In Control", "Brokers", "Waivers", "Financial Statements", "No Defaults", "Qualifications", "Intellectual Property", "Construction", "Vesting", "Employment", "Interpretations", "Assigns", "Specific Performance", "Warranties", "Sales", "Taxes", "Amendments"], "gold": ["Amendments"]}
+{"input": "Waiver by a party of a breach hereunder by another party shall not be construed as a waiver of any subsequent breach of the same or any other provision. No delay or omission by a party in exercising or availing itself of any right, power or privilege hereunder shall preclude the later exercise of any such right, power or privilege by such party. No waiver shall be effective unless made in writing with specific reference to the relevant provision(s) of this Agreement and signed by a duly authorized representative of the party granting the waiver.", "references": ["Warranties", "Enforceability", "Cooperation", "Applicable Laws", "Confidentiality", "Integration", "Taxes", "Base Salary", "General", "Miscellaneous", "Transactions With Affiliates", "Authorizations", "Sales", "Existence", "Definitions", "Terminations", "Defined Terms", "Insurances", "Costs", "Liens", "Notices", "Financial Statements", "Subsidiaries", "Modifications", "Titles", "Headings", "Releases", "Construction", "Positions", "Authority", "Waivers"], "gold": ["Waivers"]}
+{"input": "The term of this Agreement (the \u201c Term \u201d) shall commence on the Effective Date and, unless earlier terminated as provided in this ARTICLE XI, shall continue in full force and effect, on a Region-by-Region and Product-by-Product basis until there is no remaining royalty obligation in such Region with respect to such Product, at which time (unless earlier terminated) this Agreement shall expire with respect to such Product in such Region and the grants in Sections 2.1(a) and 2.1(b) shall become fully-paid, royalty-free, and irrevocable with respect to such Product in such Region.\u00a0\u00a0In addition, upon the expiration of the last Royalty Term, the grants in Sections 2.1(a) and 2.1(b) shall become fully-paid, royalty-free, and irrevocable with respect to all Products and Compounds and this Agreement shall otherwise terminate.", "references": ["Erisa", "Applicable Laws", "Powers", "Headings", "Titles", "Integration", "Closings", "Solvency", "Payments", "Records", "Warranties", "Consent To Jurisdiction", "Duties", "Jurisdictions", "No Waivers", "Transactions With Affiliates", "Authority", "Consents", "Waivers", "No Defaults", "Effective Dates", "Forfeitures", "Use Of Proceeds", "Terminations", "Organizations", "Enforceability", "Indemnity", "Authorizations", "Assignments", "Intellectual Property", "Terms"], "gold": ["Terms"]}
+{"input": "No amendment or waiver of any provision of this Guaranty nor consent to any departure by any Guarantor herefrom shall in any event be effective unless the same shall be in writing, approved by the Required Lenders (or by all the Lenders where the approval of each Lender is required under the Credit Agreement) and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.", "references": ["Indemnifications", "Erisa", "Liens", "Venues", "Duties", "Representations", "Jurisdictions", "Employment", "Confidentiality", "Governing Laws", "Sales", "Publicity", "Disclosures", "Tax Withholdings", "Intellectual Property", "Payments", "Sanctions", "Remedies", "Successors", "Agreements", "Consents", "Headings", "Applicable Laws", "Positions", "No Waivers", "Authority", "Closings", "Financial Statements", "Organizations", "Anti-Corruption Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "The parties hereto may sign any number of copies or counterparts of this Amendment.\u00a0 Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.", "references": ["Cooperation", "Terms", "Authority", "Notices", "Liens", "Positions", "Arbitration", "Agreements", "Defined Terms", "Consents", "Severability", "Payments", "Transactions With Affiliates", "Expenses", "Assignments", "Death", "Intellectual Property", "Forfeitures", "Costs", "Miscellaneous", "Fees", "Records", "Titles", "Authorizations", "Existence", "Adjustments", "Further Assurances", "Effectiveness", "Assigns", "Waivers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "During the Executive\u2019s employment with the Company, the Executive shall serve as Chief Financial Officer and Chief Administrative Officer, subject to the Company\u2019s Board approval of the new role by resolution or consent at the next reasonably practicable time. In such position, the Executive shall have such duties as shall be determined from time to time by the Company\u2019s Chief Executive Officer and President (\u201cCEO\u201d). The Executive shall report directly to the CEO.", "references": ["Existence", "Cooperation", "Entire Agreements", "Compliance With Laws", "Records", "Taxes", "No Defaults", "Agreements", "Vesting", "Waivers", "Intellectual Property", "Effective Dates", "Death", "Definitions", "Arbitration", "Applicable Laws", "Waiver Of Jury Trials", "Adjustments", "Sanctions", "Erisa", "Successors", "Books", "Severability", "Confidentiality", "Interests", "Defined Terms", "Disclosures", "Insurances", "Titles", "Subsidiaries", "Positions"], "gold": ["Positions"]}
+{"input": "Your base salary will remain unchanged: $30,769.23 biweekly ($800,000 annualized).", "references": ["Tax Withholdings", "Enforcements", "Powers", "Releases", "Agreements", "Modifications", "Existence", "Effective Dates", "Miscellaneous", "Compliance With Laws", "Disability", "Change In Control", "Subsidiaries", "Jurisdictions", "Transactions With Affiliates", "Terms", "Positions", "Anti-Corruption Laws", "Qualifications", "Authorizations", "No Defaults", "Non-Disparagement", "Litigations", "Payments", "Representations", "Survival", "Confidentiality", "Consent To Jurisdiction", "Counterparts", "Closings", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Any provision of this Agreement that refers to the words \u201cinclude,\u201d \u201cincludes\u201d or \u201cincluding\u201d shall be deemed to be followed by the words \u201cwithout limitation.\u201d References to the preamble or numbered or letter articles, sections, subsections, paragraphs, exhibits refer to the preamble or articles, sections, subsections, paragraphs, exhibits or schedules, respectively, of this Agreement unless expressly stated otherwise. All references to this Agreement include, whether or not expressly referenced, the exhibits attached hereto. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The words \u201chereof,\u201d \u201cherein\u201d and \u201chereunder\u201d and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word \u201cor\u201d when used in this Agreement is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Unless otherwise expressly indicated, any agreement, instrument, law or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.", "references": ["Disclosures", "Records", "Cooperation", "Applicable Laws", "Vesting", "Authorizations", "Waiver Of Jury Trials", "Effective Dates", "Indemnity", "Forfeitures", "Benefits", "Participations", "Miscellaneous", "Consents", "Assigns", "Capitalization", "Waivers", "Severability", "Submission To Jurisdiction", "Organizations", "Sales", "Terminations", "General", "Survival", "Death", "Fees", "Closings", "Tax Withholdings", "Agreements", "Costs", "Construction"], "gold": ["Construction"]}
+{"input": "Neither the Borrower nor any Restricted Subsidiary is in default under or with respect to any Indebtedness or Guarantee that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.", "references": ["Capitalization", "Books", "Indemnity", "Integration", "Fees", "Miscellaneous", "Existence", "Assignments", "Death", "Titles", "Brokers", "Litigations", "Insurances", "Terminations", "Consent To Jurisdiction", "Enforceability", "Arbitration", "General", "Liens", "Subsidiaries", "Employment", "Solvency", "No Conflicts", "Further Assurances", "Change In Control", "Effectiveness", "Warranties", "Successors", "Duties", "Use Of Proceeds", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Except as may be otherwise provided in an agreement executed by the Corporation and, where applicable, approved by the Corporation\u2019s shareholders addressing a Change in Control, your PSUs shall be treated in accordance with the following provisions in the event of a Change in Control.", "references": ["Amendments", "Indemnifications", "Further Assurances", "Non-Disparagement", "Notices", "Successors", "Consents", "Assigns", "Disclosures", "Erisa", "Books", "Sanctions", "Modifications", "Terms", "Brokers", "Applicable Laws", "Definitions", "Waivers", "Specific Performance", "Miscellaneous", "Entire Agreements", "Costs", "Compliance With Laws", "Construction", "No Waivers", "Insurances", "Venues", "Releases", "Vesting", "Benefits", "General"], "gold": ["General"]}
+{"input": "THIS COMMITMENT LETTER AND THE FEE LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF OR THEREOF), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION \u00a05-1401 AND SECTION \u00a05-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (X) \u00a0THE ACCURACY OF THE SPECIFIED ACQUISITION AGREEMENT REPRESENTATIONS AND WHETHER ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATIONS HAVE BEEN BREACHED AND WHETHER YOU (OR YOUR AFFILIATES) HAVE THE RIGHT TO TERMINATE YOUR (OR THEIR) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT OR TO DECLINE TO CONSUMMATE THE ACQUISITION AND (Y) \u00a0WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT SHALL, IN EACH CASE BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER . With respect to any suit, action or proceeding arising in respect of this Commitment Letter or the Fee Letter or any of the matters contemplated hereby or thereby, the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court located in the Borough of Manhattan, and irrevocably and unconditionally waive any objection to the laying of venue of such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or the Commitment Parties will be effective service of process against such party for any action or proceeding relating to any such dispute. A final judgment in any such action or proceeding may be enforced in any other courts with jurisdiction over you or the Commitment Parties.", "references": ["Representations", "Indemnity", "Brokers", "Enforceability", "Entire Agreements", "Definitions", "Cooperation", "Enforcements", "Modifications", "Use Of Proceeds", "Costs", "Vesting", "Amendments", "Liens", "Positions", "Compliance With Laws", "Books", "Forfeitures", "Assignments", "Applicable Laws", "Headings", "Waiver Of Jury Trials", "Approvals", "Transactions With Affiliates", "Successors", "Fees", "Effective Dates", "Defined Terms", "Consent To Jurisdiction", "Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In the event of an occurrence of any Event of Default, per Section 17.1 of this Lease, and after any applicable cure period under California state law and as provided under this Lease, Landlord shall have the right to give a written termination notice to Tenant (which notice may be the notice given under Section\u00a017.1 above, if applicable and which notice shall be in lieu of any notice required by the California Code of Civil Procedure Section\u00a01161, et seq .) and, on the date specified in such notice, this Lease shall terminate unless on or before such date all arrears of Rent and all other sums payable by Tenant under this Lease and all costs and expenses incurred by or on behalf of Landlord hereunder shall have been paid by Tenant and all other Events of Default at the time existing shall have been fully remedied to the satisfaction of Landlord.", "references": ["Books", "Warranties", "Positions", "Headings", "Sanctions", "Expenses", "Specific Performance", "Taxes", "Applicable Laws", "Severability", "Indemnity", "Disability", "Agreements", "Terms", "Jurisdictions", "Existence", "Venues", "Participations", "Assignments", "Construction", "Sales", "Transactions With Affiliates", "Use Of Proceeds", "Authority", "Disclosures", "Titles", "Waiver Of Jury Trials", "Compliance With Laws", "Consent To Jurisdiction", "Arbitration", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Employer agrees to indemnify Executive to the fullest extent permitted by applicable law, as the same exists and may hereafter be amended, from and against any and all losses, damages, claims, liabilities and expenses asserted against, or incurred or suffered by, Executive (including the costs and expenses of legal counsel retained by the Employer to defend Executive and judgments, fines and amounts paid in settlement actually and reasonably incurred by or imposed on such indemnified party) with respect to any action, suit or proceeding, whether civil, criminal administrative or investigative (\u201cProceeding\u201d) in which Executive is made a party or threatened to be made a party, either with regard to his entering into this Agreement with the Employer or in his capacity as an officer or director, or former officer or director, of the Employer, any affiliate thereof or any other entity for which he may serve in such capacity pursuant to this Agreement or at the request of the Employer or any of its affiliates.\u00a0 To the fullest extent permitted by law, costs and expenses incurred by Executive in defense of any Proceeding (including attorneys\u2019 fees) shall be paid by the Employer in advance of the final disposition of such litigation upon receipt by the Employer of a written request for payment.\u00a0 The Employer also agrees to secure and maintain officers and directors liability insurance providing coverage for Executive.\u00a0 The provisions of this Section\u00a04 shall in no way limit, and shall be in addition to, Executive\u2019s right to indemnification and advancement of expenses provided under the Employer\u2019s and its subsidiaries\u2019 organizational documents and any indemnification or other agreements entered into with Executive, and shall remain in effect after this Agreement is terminated irrespective of the reasons for termination.", "references": ["Representations", "Existence", "Compliance With Laws", "Records", "Insurances", "Brokers", "Non-Disparagement", "Payments", "Enforceability", "Cooperation", "Headings", "Notices", "Change In Control", "Binding Effects", "Severability", "Miscellaneous", "Positions", "Capitalization", "Books", "Powers", "Waivers", "Definitions", "Authorizations", "Expenses", "Tax Withholdings", "Effective Dates", "Forfeitures", "Base Salary", "Indemnity", "Submission To Jurisdiction", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The execution, delivery and performance by the Company of the Transaction Documents, and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws, and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Securities, (ii) the issuance of the Shares upon due conversion of the Debenture, and (iii) the other transactions contemplated by the Transaction Documents from the provisions of any shareholder rights plan or other \u201cpoison pill\u201d arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company\u2019s Articles of Incorporation or By-laws that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.", "references": ["Entire Agreements", "Arbitration", "Capitalization", "Consent To Jurisdiction", "Defined Terms", "Confidentiality", "Venues", "Adjustments", "Miscellaneous", "Forfeitures", "Survival", "Organizations", "Indemnity", "Effective Dates", "Assigns", "Liens", "Waiver Of Jury Trials", "Existence", "Jurisdictions", "Books", "Further Assurances", "Interests", "Titles", "Successors", "Duties", "Benefits", "Severability", "Definitions", "Governing Laws", "Warranties", "Consents"], "gold": ["Consents"]}
+{"input": "On the Effective Date, Executive shall execute and deliver to Company the form of release attached as Exhibit A hereto.", "references": ["Construction", "Warranties", "Costs", "Remedies", "Successors", "Consents", "Enforceability", "Terms", "Financial Statements", "Withholdings", "Organizations", "Binding Effects", "Publicity", "Integration", "Payments", "Erisa", "Agreements", "Miscellaneous", "Books", "Approvals", "Waiver Of Jury Trials", "Survival", "No Defaults", "Consent To Jurisdiction", "Positions", "Effectiveness", "Sales", "Applicable Laws", "Interpretations", "No Conflicts", "Releases"], "gold": ["Releases"]}
+{"input": "If any provision hereof should be held invalid, illegal or unenforceable in any respect, then, to the fullest extent permitted by law: (a) all other provisions hereof shall remain in full force and effect and shall be liberally construed in order to carry out the intentions of the Parties as nearly as may be possible and (b) the parties shall use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of such provision(s) in this Agreement.", "references": ["Withholdings", "Capitalization", "Indemnifications", "Effective Dates", "General", "Consents", "Authority", "Counterparts", "Integration", "Binding Effects", "Liens", "Jurisdictions", "Participations", "Survival", "Payments", "Subsidiaries", "No Defaults", "Representations", "Miscellaneous", "Intellectual Property", "Expenses", "Change In Control", "Titles", "Forfeitures", "Indemnity", "Enforceability", "Base Salary", "Insurances", "Disability", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "The Parties hereby ratify and incorporate herein their mutual obligations to each other as set forth in Paragraph 17 of the Employment Agreement. Rawls acknowledges that, separate from and in addition to any obligation Rawls may continue to have as a member of the Board or pursuant to a consulting relationship with Finisar, Finisar may need to consult with Rawls from time to time on a reasonable basis after the Separation Date on matters that Rawls worked on prior to the Separation Date. Rawls agrees to cooperate with Employer and to provide any such information as is reasonably requested by Finisar in any matters, actual or threatened litigation, arbitrations, mediations, audits or proceedings with which Rawls was involved, or relating to any work with which Rawls was involved or had knowledge, during Rawls's employment or service as a member of the Board with Finisar. Finisar agrees that it shall not request Rawls to perform future services if such performance would prevent Rawls from experiencing a \u201cseparation from service\u201d as described in Internal Revenue Code Section 409A. For the avoidance of doubt, in no event shall Finisar request services from Rawls in excess of 20% of the average level of services performed by Rawls prior to the date of this Agreement.", "references": ["Successors", "Use Of Proceeds", "Entire Agreements", "Existence", "Miscellaneous", "Survival", "Interpretations", "Fees", "Financial Statements", "Terminations", "Withholdings", "Governing Laws", "Binding Effects", "Base Salary", "Indemnity", "Publicity", "Intellectual Property", "Assigns", "Costs", "Powers", "Definitions", "Titles", "Defined Terms", "Compliance With Laws", "Payments", "Arbitration", "Change In Control", "Submission To Jurisdiction", "Records", "Consent To Jurisdiction", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Commencing on the Start Date, Executive shall become employed by the Company as Chief Commercial Officer (\u201cCCO\u201d) reporting to the Company\u2019s Chief Executive Officer (\u201cCEO\u201d) with such duties and responsibilities as may be reasonably assigned to Executive by the CEO or his designee and/or the Company\u2019s Board of Directors (the \u201c Board \u201d). No public release, statement or communication concerning Executive\u2019s employment with the Company shall be made by Executive without the prior approval of the Board.", "references": ["Qualifications", "Closings", "Publicity", "Assignments", "No Conflicts", "Titles", "Amendments", "Successors", "Applicable Laws", "Terminations", "Jurisdictions", "Entire Agreements", "Intellectual Property", "Capitalization", "No Waivers", "Notices", "Further Assurances", "Waiver Of Jury Trials", "Benefits", "Waivers", "Agreements", "Adjustments", "Vacations", "Vesting", "Releases", "Non-Disparagement", "Change In Control", "Disclosures", "Headings", "Duties", "Positions"], "gold": ["Positions"]}
+{"input": "The Executive agrees that all information relating to the Employer and its business, financial and/or professional affairs which is obtained by the Executive in the course of his employment has substantial value and shall at all times be and remain the sole and exclusive property of the Employer. Executive further agrees during the term of this Agreement and thereafter, to maintain and keep all Confidential Information, as hereinafter defined, strictly confidential and to not disclose the same in any form to any person, firm or entity, or use the same for any purpose whatsoever except as may be necessary and appropriate in connection with the performance of the Executive\u2019s duties hereunder, or to the extent such disclosures are required by law. For the purposes of this Agreement, \u201c Confidential Information \u201d shall include, but not be limited to, all nonpublic information pertaining to or in any way connected with the Employer\u2019s present or future products or services or any component parts thereof, the Employer\u2019s designs, routines, standards, and procedures, all research, development, discoveries, improvements, applications, enhancements, and inventions, whether or not patentable or subject to copyright protection, undertaken or made in connection therewith; all information relating to the Employer\u2019s customers, clients and accounts, and contractees, and all information related to executives, executive relations, personnel or pay practices, marketing plans, business plans, business or marketing research; and all information relating to the Employer\u2019s financial and/or other business affairs; and all files, documents, contracts, materials, listings, computer programs, printouts, source codes, drawings, specifications, processes, applications, techniques, routines, formulas and information of every name, nature or description, whether or not the same is in machine readable form or reduced to writing, which pertains thereto.", "references": ["Organizations", "Approvals", "Employment", "Representations", "Enforcements", "Closings", "Interpretations", "Effectiveness", "Miscellaneous", "Erisa", "Waiver Of Jury Trials", "Successors", "Specific Performance", "Participations", "Integration", "Defined Terms", "Expenses", "Effective Dates", "Vacations", "Publicity", "Solvency", "Use Of Proceeds", "Warranties", "Authority", "Authorizations", "Taxes", "Sanctions", "Jurisdictions", "Indemnity", "Payments", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Sprouts shall indemnify, to the full extent permitted by law and the applicable Certificate of Incorporation and By-laws (but only to the extent not covered by insurance) its officers and directors (and any Executive involved in carrying out the functions of Sprouts under the Plan) and each member of the HRCC and the Review Committee against any expenses, including amounts paid in settlement of a liability, which are reasonably incurred in connection with any legal action to which such person is a party by reason of his or her duties or responsibilities with respect to the Plan, except to the extent prohibited by law or to the extent such actions or inactions shall be adjudged as gross negligence, willful misconduct or fraud in the performance of his or her duties.", "references": ["Entire Agreements", "Disability", "Base Salary", "Benefits", "Authority", "Tax Withholdings", "Headings", "Vesting", "Waivers", "Authorizations", "Brokers", "Capitalization", "Modifications", "Taxes", "Definitions", "Participations", "Interpretations", "Existence", "Sales", "Anti-Corruption Laws", "Severability", "Terminations", "Binding Effects", "Effective Dates", "Integration", "Confidentiality", "Interests", "Assignments", "Death", "Amendments", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of 3,666,667 Units. Each Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for \u201cDelivery Versus Payment\u201d settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of OHS or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via \u201cDelivery Versus Payment\u201d (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers\u2019 names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares and deliver the Warrants in physical form to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).", "references": ["Effective Dates", "Subsidiaries", "Interests", "Enforcements", "Liens", "Financial Statements", "Warranties", "Intellectual Property", "Vacations", "Capitalization", "Sales", "Releases", "Indemnity", "Cooperation", "Binding Effects", "Tax Withholdings", "Payments", "Death", "Litigations", "Modifications", "No Waivers", "Erisa", "Representations", "Records", "Interpretations", "Confidentiality", "Terminations", "Consent To Jurisdiction", "Defined Terms", "Sanctions", "Closings"], "gold": ["Closings"]}
+{"input": "The Parties agree that this Agreement shall be governed by and construed in accordance with the Laws of the State of Nevada without regard to conflict of Laws principles.", "references": ["Confidentiality", "No Defaults", "Tax Withholdings", "Records", "Indemnity", "Applicable Laws", "Titles", "Benefits", "Specific Performance", "Defined Terms", "Headings", "No Waivers", "Vacations", "Solvency", "Consents", "Withholdings", "Adjustments", "Fees", "Effective Dates", "Modifications", "Disability", "Arbitration", "Severability", "Enforcements", "Authorizations", "Existence", "Survival", "Employment", "Publicity", "Submission To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Parent will, and will cause each of its Subsidiaries to comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, in each case except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Withholdings", "Indemnifications", "Tax Withholdings", "Litigations", "Liens", "Financial Statements", "Terms", "Approvals", "Releases", "Effective Dates", "Agreements", "Headings", "Duties", "Modifications", "Specific Performance", "Amendments", "Powers", "Erisa", "Waiver Of Jury Trials", "Taxes", "Cooperation", "Base Salary", "Definitions", "No Defaults", "Change In Control", "Assignments", "No Conflicts", "Applicable Laws", "Payments", "Construction", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The term (the \u201c Term \u201d) of this Sublease shall commence upon the date (the \u201c Commencement Date \u201d) that this Sublease has been executed and delivered by Sublandlord and Subtenant, all consents necessary for the effectiveness of this Sublease have been executed and delivered, including, without limitation, any consents required pursuant to the Master Lease, including the Consent (as defined in Section\u00a014.11 ), and shall continue until December 31, 2023 (the \u201c Expiration Date \u201d), unless sooner terminated pursuant to the provisions of this Sublease. The obligations to pay Rent (as defined in Section 3.3.5 below), subject to the rent abatements described in Section 3.2 , shall commence upon the Rent Commencement Date as described in Section\u00a02.2 below, and shall continue throughout the Term. The measurement of the Premises were made by Master Landlord\u2019s architect pursuant to Section 1.1(d) of the Original Master Lease, which Section\u00a01.1(d) is incorporated herein by reference solely for purposes of acknowledging how the Premises were measured. Sublandlord and Subtenant hereby agree that the Premises consist of 128,751 rentable square feet.", "references": ["Assigns", "Governing Laws", "Terminations", "Authority", "No Defaults", "Agreements", "Costs", "Expenses", "Waivers", "Submission To Jurisdiction", "Headings", "Construction", "Use Of Proceeds", "Payments", "Arbitration", "Effective Dates", "Subsidiaries", "Powers", "Vesting", "Capitalization", "Effectiveness", "Indemnifications", "Authorizations", "Base Salary", "No Waivers", "Participations", "Withholdings", "Enforcements", "Miscellaneous", "Modifications", "Terms"], "gold": ["Terms"]}
+{"input": "Each party\u2019s obligations under this Section 3.6 shall survive any assignment of rights by, or the replacement of, the Lender and the Termination Date.", "references": ["General", "Successors", "Organizations", "Vacations", "Assignments", "Venues", "Financial Statements", "Withholdings", "Adjustments", "Definitions", "Publicity", "Disability", "Authority", "Brokers", "Change In Control", "Books", "Arbitration", "Miscellaneous", "Anti-Corruption Laws", "Payments", "Confidentiality", "Effective Dates", "Waiver Of Jury Trials", "Further Assurances", "Counterparts", "Waivers", "Transactions With Affiliates", "Amendments", "Participations", "No Waivers", "Survival"], "gold": ["Survival"]}
+{"input": "Consultant acknowledges that pursuant to certain federal and/or state laws and regulations, Company may be required to disclose the nature, value and prupose of this Agreement to certain government agencies, which may result in such informatoin becoming available to the general public.", "references": ["Closings", "Benefits", "Remedies", "Qualifications", "Compliance With Laws", "Records", "Books", "Amendments", "Entire Agreements", "Capitalization", "Tax Withholdings", "Authority", "Defined Terms", "No Defaults", "Notices", "No Waivers", "Powers", "Survival", "Consents", "Authorizations", "Adjustments", "Releases", "Cooperation", "Successors", "Jurisdictions", "Vacations", "Litigations", "Approvals", "Positions", "Intellectual Property", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "There is no Action that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or (ii) that could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. None of the Company or any director or officer (in his or her capacity thereof), is or has been during the ten-year period prior to the date hereof the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company (in his or her capacity as such).", "references": ["Enforcements", "Severability", "Employment", "Erisa", "Payments", "Sanctions", "Fees", "Assignments", "Venues", "Liens", "Adjustments", "Cooperation", "Survival", "Miscellaneous", "Financial Statements", "Consent To Jurisdiction", "Forfeitures", "Defined Terms", "Releases", "Capitalization", "Solvency", "Amendments", "Successors", "Construction", "Costs", "Base Salary", "No Defaults", "Powers", "Participations", "Waivers", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.\u00a0\u00a0Each party stipulates that if there is any dispute or disagreement between the parties as to the interpretation of any provision of, or the performance of obligations under, this Agreement (a \u201c Dispute \u201d), such Dispute shall be commenced and prosecuted in its entirety in, and each party consents to the exclusive jurisdiction and proper venue of, the Delaware Court of Chancery (unless such court lacks subject matter jurisdiction, in which case, in any state or federal court located in the State of Delaware).\u00a0\u00a0Each party consents to personal and subject matter jurisdiction and venue in such courts and waives and relinquishes all right to attack the suitability or convenience of such venue or forum by reason of their present or future domiciles or by any other reason.\u00a0\u00a0The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries.\u00a0\u00a0Each party waives any right to trial by jury with respect to any Dispute.", "references": ["Assignments", "Successors", "Intellectual Property", "General", "Non-Disparagement", "Transactions With Affiliates", "Use Of Proceeds", "Closings", "Vesting", "Enforcements", "Vacations", "Interests", "Books", "Warranties", "Approvals", "Further Assurances", "Construction", "Modifications", "Forfeitures", "Existence", "Assigns", "Erisa", "Jurisdictions", "Qualifications", "Binding Effects", "Cooperation", "No Conflicts", "Remedies", "Specific Performance", "Waiver Of Jury Trials", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, together with the Plan and the Partnership Agreement, constitutes the entire agreement between the Parties with respect to the subject matter contained in this Agreement. Any oral or written agreements, representations, warranties, written inducements, or other communications with respect to the subject matter contained in this Agreement made prior to the execution of this Agreement shall be void and ineffective for all purposes.", "references": ["Anti-Corruption Laws", "Erisa", "Releases", "Waivers", "Remedies", "Subsidiaries", "Waiver Of Jury Trials", "Brokers", "Sales", "Authorizations", "Fees", "Payments", "Terminations", "No Conflicts", "Arbitration", "Vesting", "Death", "Adjustments", "Transactions With Affiliates", "Intellectual Property", "Litigations", "Benefits", "Positions", "Effective Dates", "Sanctions", "Successors", "Jurisdictions", "Non-Disparagement", "Enforceability", "Participations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Sublease constitutes the entire agreement between the parties with respect to the matters covered hereby and supersedes all previous written, oral, electronic, or implied agreements and understandings between the parties with respect to such matters.", "references": ["Governing Laws", "Subsidiaries", "Miscellaneous", "Sales", "Applicable Laws", "Modifications", "Base Salary", "Duties", "Qualifications", "Authorizations", "Litigations", "Specific Performance", "Arbitration", "Adjustments", "Benefits", "Interpretations", "Assigns", "Publicity", "Capitalization", "Expenses", "Defined Terms", "Definitions", "Intellectual Property", "General", "Erisa", "No Waivers", "Warranties", "Cooperation", "Positions", "Financial Statements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Committee shall designate the eligibility requirements for participation in the Plan in its sole and absolute discretion, in accordance with applicable law and the terms and conditions of the Plan. The Committee\u2019s eligibility determination may be changed from time to time. An Eligible Employee shall become a Participant (as defined in Section 2.33) upon a credit of Discretionary Contributions, if any, on behalf of such Eligible Employee. An Eligible Employee shall become eligible to accrue deferred compensation under the Plan on the date such Eligible Employee becomes a Participant.", "references": ["Qualifications", "Costs", "Powers", "Interests", "Effectiveness", "Cooperation", "Use Of Proceeds", "Approvals", "Amendments", "Headings", "Assigns", "Adjustments", "Litigations", "Venues", "Books", "Jurisdictions", "Remedies", "Terms", "Indemnity", "Fees", "Taxes", "Solvency", "Organizations", "No Waivers", "Titles", "Enforcements", "Sales", "Intellectual Property", "Releases", "Base Salary", "Participations"], "gold": ["Participations"]}
+{"input": "Neither the execution, delivery and performance of this Agreement nor the compliance with, or fulfillment of, the terms, conditions and provisions hereof by the Seller shall conflict with, result in a breach of the terms, conditions, or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination, or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon the JV Interest, under: (i) any note, instrument, agreement, mortgage, lease, permit, right or obligation to which the Seller is a party or the JV Interest is subject or by which the Seller is bound; (ii) any court order to which the Seller is a party or the JV Interest is subject or by which the Seller is bound; or (iii) any requirements of laws, rules or regulations affecting the Seller, or the JV Interest or otherwise applicable to the transactions contemplated by this Agreement.", "references": ["Assignments", "General", "Powers", "Litigations", "Fees", "Withholdings", "Consents", "Venues", "Integration", "Insurances", "Change In Control", "Construction", "Enforceability", "Cooperation", "Survival", "Erisa", "Modifications", "Employment", "Publicity", "Costs", "Closings", "Vacations", "Consent To Jurisdiction", "Non-Disparagement", "Forfeitures", "Releases", "Authorizations", "Governing Laws", "Positions", "Organizations", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Interest is payable monthly on the Payment Date of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.", "references": ["Amendments", "Assigns", "Definitions", "Intellectual Property", "Arbitration", "Existence", "Successors", "Agreements", "Positions", "Financial Statements", "Counterparts", "Qualifications", "Jurisdictions", "No Defaults", "Indemnity", "Duties", "Capitalization", "Solvency", "Consent To Jurisdiction", "Records", "Base Salary", "Insurances", "Confidentiality", "Warranties", "Fees", "Expenses", "Transactions With Affiliates", "Benefits", "Organizations", "Forfeitures", "Payments"], "gold": ["Payments"]}
+{"input": "All defined terms used but not defined herein shall have the meaning set forth in the Loan Agreement. Any terms (whether capitalized or lower case) used in this Agreement that are defined in the UCC (including, without limitation, \u201cAccount,\u201d \u201cAccount Debtor,\u201d \u201cChattel Paper,\u201d \u201cCommercial Tort Claim,\u201d \u201cDeposit Account,\u201d \u201cDocument,\u201d \u201cEquipment,\u201d \u201cFarm Products,\u201d \u201cFixtures,\u201d \u201cGeneral Intangibles,\u201d \u201cInventory,\u201d \u201cInvestment Property,\u201d \u201cInstrument,\u201d \u201cLetters of Credit, Letter-of-Credit-Right,\u201d \u201cPromissory Note,\u201d \u201cProceeds,\u201d \u201cSecurities Account\u201d and \u201cSupporting Obligation\u201d) shall be construed and defined as set forth in the UCC unless otherwise defined herein or in the Loan Agreement.", "references": ["Releases", "Survival", "Consent To Jurisdiction", "Brokers", "Binding Effects", "Venues", "Vesting", "Cooperation", "Disability", "Agreements", "Further Assurances", "Indemnifications", "Approvals", "Interests", "Publicity", "Authority", "Adjustments", "Death", "Authorizations", "Compliance With Laws", "No Waivers", "Applicable Laws", "Subsidiaries", "Closings", "Positions", "Powers", "Waivers", "Financial Statements", "Fees", "Transactions With Affiliates", "Definitions"], "gold": ["Definitions"]}
+{"input": "Except as otherwise provided herein, [fifty percent (50%)] of the Award shall vest based on continued employment with the Company (the \u201c Time-Based RSUs \u201d) and [fifty percent (50%)] of the Award shall vest based on continued employment with the Company and the achievement of specified performance criteria described herein (the \u201c Performance-Based RSUs \u201d). Each day on which a portion of the Award vests in accordance with this Agreement is referred to as a \u201c Vesting Date \u201d.", "references": ["Anti-Corruption Laws", "Records", "No Defaults", "Integration", "Entire Agreements", "Jurisdictions", "Payments", "Definitions", "Specific Performance", "General", "Approvals", "Miscellaneous", "Counterparts", "Notices", "Effectiveness", "Intellectual Property", "No Conflicts", "Subsidiaries", "Tax Withholdings", "Amendments", "Duties", "Closings", "Consents", "Disclosures", "Expenses", "Venues", "Non-Disparagement", "Forfeitures", "Adjustments", "Change In Control", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Borrower and each other Obligor will, and will cause each of the Restricted Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any of the Collateral shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name or otherwise include the Administrative Agent and the Lenders as \u201cadditional insureds\u201d and provide that the insurer will endeavor to give at least thirty\u00a0(30) days prior notice of any cancellation thereof to the Administrative Agent (or ten (10)\u00a0days prior notice of any cancelation on account of non-payment).", "references": ["Payments", "Terms", "Vesting", "Sales", "Compliance With Laws", "Consent To Jurisdiction", "Modifications", "Death", "Tax Withholdings", "Fees", "Specific Performance", "Change In Control", "Further Assurances", "Capitalization", "Severability", "Representations", "Consents", "Litigations", "Transactions With Affiliates", "Remedies", "Vacations", "Subsidiaries", "Effectiveness", "Existence", "Indemnity", "Participations", "Enforcements", "No Conflicts", "Counterparts", "Organizations", "Insurances"], "gold": ["Insurances"]}
+{"input": "No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, sell or transfer to a Person any Property, whether now owned or hereafter acquired, if at the time or thereafter the Company or a Restricted Subsidiary shall lease as lessee such Property or any part thereof or other Property which the Company or a Restricted Subsidiary intends to use for substantially the same purpose as the Property sold or transferred; provided that, the Restricted Entities may effect such transactions with Property that is not Collateral so long as such transactions do not exceed $10.0\u00a0million in the aggregate during the term hereof and if such Restricted Entity is a Foreign Restricted Subsidiary, the cash proceeds of such transaction are distributed or otherwise transferred to a Credit Party for repayment of Loans pursuant to Section \u00a02.5 .", "references": ["Capitalization", "Withholdings", "Financial Statements", "Organizations", "Publicity", "Transactions With Affiliates", "Records", "Effectiveness", "Qualifications", "Base Salary", "Brokers", "Modifications", "Successors", "Binding Effects", "Cooperation", "Fees", "Expenses", "Authorizations", "Erisa", "Survival", "Authority", "Enforceability", "Counterparts", "Use Of Proceeds", "No Conflicts", "Vesting", "Employment", "Terms", "Participations", "Definitions", "Sales"], "gold": ["Sales"]}
+{"input": "The Seller has full power and authority and legal right to own the Shares and transfer and convey the Shares to the Company and has the full power and authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement.", "references": ["Organizations", "Definitions", "Expenses", "Effective Dates", "Duties", "Terminations", "Construction", "Notices", "Entire Agreements", "Indemnity", "Jurisdictions", "Participations", "Transactions With Affiliates", "Capitalization", "Agreements", "Consents", "Solvency", "Interpretations", "Releases", "Existence", "Base Salary", "Change In Control", "Tax Withholdings", "Terms", "Amendments", "Death", "Binding Effects", "Non-Disparagement", "Arbitration", "Interests", "Authority"], "gold": ["Authority"]}
+{"input": "All of the equity securities that have been issued by the Company since its most recently filed Form 10-Q have been disclosed in the SEC Reports, other than issuances pursuant to the exercise of employee stock options pursuant to the Company\u2019s stock option plans, or pursuant to the conversion or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report pursuant to the Securities Exchange Act of 1934 (the \u201c Exchange Act \u201d).", "references": ["Integration", "Anti-Corruption Laws", "Applicable Laws", "Litigations", "Participations", "Waivers", "Financial Statements", "Death", "Subsidiaries", "Modifications", "Withholdings", "Non-Disparagement", "Construction", "Insurances", "General", "Vacations", "Assignments", "Qualifications", "Releases", "Base Salary", "Assigns", "Enforceability", "Waiver Of Jury Trials", "Terms", "Terminations", "Solvency", "Powers", "Costs", "Transactions With Affiliates", "Use Of Proceeds", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Seller shall pay and discharge all material taxes, assessments, levies, liens and other charges imposed on it, on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such taxes, assessments, levies, liens and other charges which (i) are being contested in good faith and by proper proceedings and against which adequate reserves have been provided in accordance with GAAP or (ii) are de minimis in amount.", "references": ["Notices", "Successors", "Assigns", "Costs", "Publicity", "No Conflicts", "Consent To Jurisdiction", "Tax Withholdings", "Definitions", "Change In Control", "Payments", "Erisa", "Effectiveness", "Withholdings", "Modifications", "Confidentiality", "Qualifications", "Defined Terms", "Adjustments", "Use Of Proceeds", "Entire Agreements", "Vesting", "Benefits", "Death", "Submission To Jurisdiction", "Effective Dates", "Disclosures", "Existence", "Subsidiaries", "Applicable Laws", "Taxes"], "gold": ["Taxes"]}
+{"input": "The ABL Agent and each Term Loan Debt Agent agrees and acknowl- edges that if it shall at any time hold a Senior Lien on any Junior Secured Obligations Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Senior Representative, the Senior Representative shall also hold such Collateral as gratuitous bailee for the Junior Representatives for the sole purpose of perfecting the Junior Lien of the Junior Representatives on such Collateral. It is agreed that the obligations of the Senior Representative and the rights of the Junior Representatives and the other Junior Secured Obligations Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article 2 . Notwithstanding anything to the contrary herein, the ABL Agent and each Term Loan Debt Agent will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Junior Lien on any such Collateral and shall have no responsibility, duty, obligation or liability to the Junior Representatives or other Junior Secured Obligations Secured Party or any other person for such perfection or failure to perfect, it being understood that the sole purpose of this Article is to enable the Junior Secured Obligations Secured Par- ties to obtain a perfected Junior Lien in such Collateral to the extent, if any, that such perfection results from the possession or control of such Collateral or any such account by the ABL Agent or any Term Loan Debt Agent. Subject to Section 2.07 and to the ABL Agent or any Term Loan Debt Agent receiving such indemnifications as shall be required by such ABL Agent or any Term Loan Debt Agent, from and after the associated Discharge of Senior Secured Debt Obligations, the ABL Agent or any Term Loan Debt Agent, as applicable, shall take all such actions in its power as shall reasonably be requested by any Junior Representative (at the sole cost and expense of the Grantors) to transfer possession of such Collateral in its possession (in each case to the extent such Junior Representative has a Lien on such Collateral after giving effect to any prior or concurrent releases of Liens) to such Junior Representative (and with respect to any Collateral constituting ABL Priority Collateral (other than Canadian Collateral), to each Term Loan Debt Agent for the benefit of all applicable Junior Secured Obligations Secured Parties).", "references": ["Successors", "Agreements", "Binding Effects", "Powers", "Severability", "No Conflicts", "Anti-Corruption Laws", "Taxes", "Definitions", "Death", "Compliance With Laws", "Organizations", "Financial Statements", "Miscellaneous", "Brokers", "Sales", "Erisa", "Interests", "Counterparts", "Approvals", "Intellectual Property", "Governing Laws", "Litigations", "Payments", "Fees", "Enforcements", "Expenses", "Non-Disparagement", "Assignments", "Survival", "General"], "gold": ["General"]}
+{"input": "This Agreement may be executed and delivered (including by facsimile or electronic mail transmission) in one or more counterparts, and by the different parties in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by electronic transmission shall be considered original executed counterparts for purposes of this Section IV.D.", "references": ["Subsidiaries", "Powers", "Insurances", "Survival", "Non-Disparagement", "Change In Control", "Interests", "Tax Withholdings", "Agreements", "Cooperation", "Vesting", "Remedies", "Sanctions", "General", "Definitions", "Employment", "Records", "Successors", "Indemnity", "Transactions With Affiliates", "Closings", "No Conflicts", "Payments", "Waivers", "Indemnifications", "Taxes", "Approvals", "Defined Terms", "Specific Performance", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All demands, notices, communications and instructions upon or to the Seller under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a)\u00a0in the case of the Purchaser, to Nissan Auto Receivables Corporation II, One Nissan Way, Franklin, Tennessee 37067, Attention: Treasurer, and (b)\u00a0in the case of the Seller, to Nissan Motor Acceptance Corporation, One Nissan Way, Franklin, Tennessee 37067, Attention: Treasurer; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.", "references": ["Qualifications", "Employment", "Releases", "Definitions", "Litigations", "Effective Dates", "Change In Control", "Approvals", "Venues", "Erisa", "Vesting", "Indemnity", "Representations", "Headings", "Waiver Of Jury Trials", "Brokers", "Liens", "Costs", "Enforceability", "Closings", "Warranties", "Sanctions", "Benefits", "Effectiveness", "Non-Disparagement", "Fees", "Expenses", "Authority", "No Conflicts", "Subsidiaries", "Notices"], "gold": ["Notices"]}
+{"input": "Melinta will reimburse you for all reasonable and necessary expenses you incur in connection with your employment with Melinta, subject to your presentment of appropriate documentation, in accordance with the published travel, meals and entertainment expense policies of Melinta.", "references": ["Survival", "Payments", "Anti-Corruption Laws", "Disability", "Notices", "Taxes", "Terms", "Financial Statements", "General", "Amendments", "Interpretations", "Litigations", "Authority", "Sales", "Employment", "Existence", "Books", "Titles", "Indemnity", "Subsidiaries", "Duties", "No Conflicts", "Closings", "Representations", "Releases", "Arbitration", "Severability", "Modifications", "Construction", "Publicity", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Executive shall serve as President and Chief Executive Officer. During the Employment Term, the Executive shall perform all duties and accept all responsibilities incident to such position and other appropriate duties as may be assigned to Executive by the Company\u2019s Board of Directors from time to time. The Company shall retain full direction and control of the manner, means and methods by which the Executive performs the services for which he is employed hereunder and of the place or places at which such services shall be rendered.", "references": ["Capitalization", "Fees", "Successors", "Vesting", "No Waivers", "Litigations", "Arbitration", "Governing Laws", "Organizations", "Financial Statements", "Sales", "Compliance With Laws", "Employment", "Authorizations", "Entire Agreements", "Brokers", "Interpretations", "Titles", "Approvals", "Powers", "Expenses", "Severability", "Payments", "Use Of Proceeds", "Subsidiaries", "Anti-Corruption Laws", "Waivers", "Existence", "Participations", "Representations", "Duties"], "gold": ["Duties"]}
+{"input": "Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a)\u00a0\u00a0for the satisfaction of any portion of the Company\u2019s debt (other than payment of trade payables in the ordinary course of the Company\u2019s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.", "references": ["Assigns", "Vacations", "Construction", "Venues", "Entire Agreements", "Jurisdictions", "Approvals", "Integration", "Governing Laws", "Vesting", "Further Assurances", "Severability", "Disability", "Enforceability", "Titles", "Enforcements", "Terms", "Disclosures", "Headings", "Interests", "Specific Performance", "Arbitration", "Fees", "No Conflicts", "Publicity", "Definitions", "Authority", "Financial Statements", "Confidentiality", "Closings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Company agrees that matters concerning payments and application of payments shall be as set forth in this Agreement and in the Subordinated Notes.", "references": ["Sales", "Records", "Remedies", "Indemnifications", "Base Salary", "Organizations", "General", "Capitalization", "Employment", "Miscellaneous", "Applicable Laws", "Compliance With Laws", "Representations", "Successors", "Adjustments", "Integration", "Tax Withholdings", "Indemnity", "Litigations", "Approvals", "Erisa", "Warranties", "Qualifications", "Participations", "Binding Effects", "Titles", "Disability", "Assigns", "Arbitration", "Expenses", "Payments"], "gold": ["Payments"]}
+{"input": "The Company: (A) is and at all times has been in compliance with all Applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any correspondence from any Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations; (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and the Company is not in material violation of any term of any such Authorizations, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (D) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received written notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, \u201cdear doctor\u201d letter, or other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to the Company's knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.", "references": ["Costs", "Successors", "Disability", "Governing Laws", "Payments", "Base Salary", "Non-Disparagement", "Counterparts", "Interests", "Approvals", "Fees", "Enforcements", "Participations", "Entire Agreements", "Cooperation", "Authorizations", "No Defaults", "Venues", "Confidentiality", "Publicity", "Integration", "Closings", "Indemnity", "General", "Adjustments", "Vesting", "Further Assurances", "Warranties", "Employment", "Anti-Corruption Laws", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Employee\u2019s employment with Employer will terminate on the Termination Date. Employee will be paid her normal base salary through the Termination Date. Whether or not Employee signs this Agreement, Employee will additionally receive reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with the Employer\u2019s policy prior to the termination date and her vested Employee Benefits, if any, under the employee benefit plans of the Company, and her accrued but unused vacation pay and paid time off, to the extent not previously paid to Employee (which Employer and Employee agree shall be deemed to be $10,750 for purposes hereof). Employee acknowledges that the payments made pursuant to this Section 1 will be in full satisfaction of all wages, benefits and other compensation owed to Employee for employment or service through the Termination Date. As of the Termination Date, Employee resigns all directorships and other positions she has or may have had with Employer or any of the other Released Parties.", "references": ["Existence", "Waiver Of Jury Trials", "Transactions With Affiliates", "Waivers", "Disclosures", "Cooperation", "Withholdings", "Severability", "Defined Terms", "Adjustments", "Amendments", "Powers", "Non-Disparagement", "Confidentiality", "Participations", "No Defaults", "Positions", "Jurisdictions", "Integration", "Approvals", "Headings", "Governing Laws", "Consent To Jurisdiction", "Records", "Binding Effects", "Vesting", "Brokers", "Interests", "Benefits", "Taxes", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties, which consent may be withheld in such other party\u2019s sole discretion.", "references": ["Terms", "Authorizations", "Compliance With Laws", "Arbitration", "Existence", "Liens", "Binding Effects", "Confidentiality", "Specific Performance", "Participations", "Qualifications", "Enforcements", "Applicable Laws", "Duties", "Survival", "Definitions", "Solvency", "No Waivers", "Transactions With Affiliates", "Change In Control", "Jurisdictions", "Approvals", "Capitalization", "Employment", "Positions", "Consent To Jurisdiction", "Terminations", "Records", "Releases", "Venues", "Assignments"], "gold": ["Assignments"]}
+{"input": "If any provision of this Agreement is held by a court of competent jurisdiction to be void or unenforceable for any reason, such provision shall be modified or deleted in such manner so as to make this Agreement, as modified, legal and enforceable, and the remaining provisions hereof shall continue in full force and effect.", "references": ["Waivers", "Definitions", "Withholdings", "No Conflicts", "Change In Control", "Interpretations", "Specific Performance", "Defined Terms", "Use Of Proceeds", "Liens", "Titles", "Cooperation", "Vesting", "Binding Effects", "Insurances", "Notices", "Tax Withholdings", "Indemnity", "Qualifications", "Authorizations", "Confidentiality", "Submission To Jurisdiction", "Closings", "Survival", "Costs", "No Defaults", "Construction", "Effective Dates", "Financial Statements", "Litigations", "Severability"], "gold": ["Severability"]}
+{"input": "Contractor has investigated to its satisfaction Applicable Law in existence as of May 15, 2011, and Applicable Codes and Standards set forth or listed in any document or Drawing listed in Attachment A, and warrants that it can perform the Work at the Contract Price and within the Project Schedule in accordance with such Applicable Law and such Applicable Codes and Standards. Contractor shall perform the Work in accordance with Applicable Law and such Applicable Codes and Standards; provided, however, Contractor shall be entitled to a Change Order for any Change in Law to the extent allowed under Section 6.2A.1. Contractor shall advise Owner of any change in Applicable Codes and Standards which does not constitute a Change in Law and, upon such advisement, Owner may elect, at its sole option, to implement a change in accordance with Section 6.1D.", "references": ["Insurances", "Submission To Jurisdiction", "Expenses", "Assigns", "Publicity", "Effective Dates", "Amendments", "Financial Statements", "Definitions", "Construction", "Intellectual Property", "Remedies", "Disclosures", "Effectiveness", "Vesting", "Authorizations", "Governing Laws", "Survival", "Terminations", "Compliance With Laws", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Confidentiality", "Indemnity", "No Defaults", "Binding Effects", "Venues", "Consent To Jurisdiction", "Consents", "Use Of Proceeds", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.", "references": ["Defined Terms", "Headings", "Positions", "Assigns", "Duties", "Waiver Of Jury Trials", "Solvency", "Effectiveness", "Indemnifications", "Vacations", "Costs", "Arbitration", "Anti-Corruption Laws", "Transactions With Affiliates", "Survival", "Adjustments", "Miscellaneous", "Payments", "Definitions", "Binding Effects", "Sales", "Litigations", "Cooperation", "Consent To Jurisdiction", "Base Salary", "Consents", "Authority", "Releases", "Benefits", "Amendments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "During the Term, the Executive shall be entitled to receive prompt reimbursement upon submission of expense claims to the Company for all reasonable and customary expenses incurred by the Executive in performing services hereunder, in accordance with the terms and conditions of the Company\u2019s expense reimbursement policy. The Executive shall be entitled to a monthly allowance of $1,000 for the leasing or financing of a vehicle in accordance with the Company\u2019s automobile policies. The Executive shall be reimbursed for annual membership in a local health club.", "references": ["Authorizations", "Jurisdictions", "Intellectual Property", "Titles", "Consents", "Capitalization", "Indemnifications", "Vesting", "Amendments", "Venues", "Costs", "Remedies", "Construction", "Brokers", "Arbitration", "Sales", "Payments", "General", "Counterparts", "Definitions", "Change In Control", "Terms", "Base Salary", "Anti-Corruption Laws", "Further Assurances", "Successors", "Consent To Jurisdiction", "Powers", "Notices", "Agreements", "Expenses"], "gold": ["Expenses"]}
+{"input": "Taking into account your business and personal commitments and provided such cooperation is not adverse to your legal interests, you agree to reasonably cooperate, in a timely and good faith manner, subsequent to the Termination Date, with all reasonable requests for assistance made by the Company, relating directly or indirectly to all investigations, legal claims or any regulatory matter with respect to any matter which occurred during the course of your employment with the Company, with which you were involved prior to the termination of your employment, or with which you became aware of during the course of your employment. Upon the submission of proper documentation, the Company will reimburse you for all reasonable expenses you incur as a result of such requests for assistance, if any.", "references": ["Costs", "No Conflicts", "Enforcements", "Representations", "Venues", "Terminations", "Notices", "Indemnifications", "Effectiveness", "Death", "Disclosures", "Payments", "Titles", "Publicity", "Closings", "Sales", "Non-Disparagement", "Liens", "Entire Agreements", "Confidentiality", "Fees", "Amendments", "Indemnity", "Waivers", "Solvency", "Successors", "Agreements", "Anti-Corruption Laws", "Brokers", "Jurisdictions", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "From and after the Closing, TSQ shall, and shall cause its Affiliates to, hold, and shall use its commercially reasonable efforts to cause its or their respective representatives to hold, in confidence any and all information, whether written or oral, concerning the NAME Group; provided, however, TSQ may disclose such information to its lawyers and other professional advisors in connection with the enforcement of the terms of this Agreement. From and after the Closing, the NAME Group shall, and shall cause its Affiliates to, hold, and shall use its commercially reasonable efforts to cause its or their respective representatives to hold, in confidence any and all information, whether written or oral, concerning TSQ and the Parent (but excluding any information related to the NAME Group); provided, however, the NAME Group may disclose such information to its lawyers and other professional advisors in connection with the enforcement of the terms of this Agreement. If any such receiving party is compelled to disclose any information by judicial or administrative process or by other requirements of Law, such party shall promptly notify the disclosing party in writing (if legally permissible) and shall disclose only that portion of such information which such party is advised by its counsel in writing is legally required to be disclosed, provided that such party shall use commercially reasonable efforts (at the disclosing party\u2019s sole cost and expense) to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.", "references": ["Use Of Proceeds", "Titles", "Construction", "Change In Control", "Adjustments", "Employment", "Sanctions", "Fees", "Consent To Jurisdiction", "Qualifications", "Books", "Solvency", "Modifications", "Litigations", "Binding Effects", "Entire Agreements", "Enforcements", "Agreements", "Interests", "Representations", "Disclosures", "Further Assurances", "Tax Withholdings", "Venues", "Severability", "Defined Terms", "Duties", "No Conflicts", "Effectiveness", "Interpretations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Except as otherwise provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, each of the parties hereto shall pay the fees and expenses of its respective counsel, accountants, and other professionals incident to the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby. All costs and obligations incurred upon a change of control of Sellers will be borne by the Sellers.", "references": ["Modifications", "Qualifications", "Capitalization", "Taxes", "Benefits", "Agreements", "Representations", "Non-Disparagement", "Waivers", "Adjustments", "Cooperation", "Vesting", "Effectiveness", "Authority", "Powers", "Sanctions", "Liens", "Positions", "Interests", "Assigns", "Integration", "Financial Statements", "Erisa", "Insurances", "Tax Withholdings", "Releases", "Death", "Use Of Proceeds", "Terms", "Entire Agreements", "Expenses"], "gold": ["Expenses"]}
+{"input": "The term of a Deferred Stock Award, Stock Payment Award and/or Restricted Stock Unit Award shall be set by the Committee in its discretion.", "references": ["Governing Laws", "Payments", "Brokers", "Organizations", "Tax Withholdings", "Venues", "Interpretations", "Integration", "Records", "Vesting", "Base Salary", "Enforcements", "Forfeitures", "Agreements", "Titles", "Benefits", "Existence", "Change In Control", "No Conflicts", "Capitalization", "Positions", "Definitions", "Publicity", "Binding Effects", "Interests", "Warranties", "Representations", "Employment", "Anti-Corruption Laws", "Withholdings", "Terms"], "gold": ["Terms"]}
+{"input": "The employment relationship hereunder shall be for the period (such period of the employment relationship shall be referred to herein as the \u201c Term \u201d) commencing on the Effective Date and ending upon the Employee\u2019s employment hereunder by either party hereto pursuant to the terms of Section \u00a04.1 , Section \u00a04.2 , Section \u00a04.3 or Section \u00a04.4 . In the event that the Employee\u2019s employment with the Company terminates, the Company\u2019s obligation to continue to pay, after the Termination Date (as defined in Section\u00a04.3(b) ), Base Salary (as defined in Section 3.1(a) ), Annual Bonus (as defined in Section\u00a03.1(b) ) and other unaccrued benefits shall terminate except as may be provided for in ARTICLE 4 .", "references": ["Intellectual Property", "Litigations", "Costs", "Base Salary", "Submission To Jurisdiction", "Arbitration", "Titles", "Brokers", "Tax Withholdings", "Sales", "Vesting", "Liens", "Payments", "Modifications", "Enforceability", "Assigns", "No Waivers", "Expenses", "Employment", "Anti-Corruption Laws", "Organizations", "Warranties", "Powers", "Waivers", "Erisa", "Withholdings", "Publicity", "Disability", "Defined Terms", "Disclosures", "Terms"], "gold": ["Terms"]}
+{"input": "JCPenney represents and warrants that no default has occurred which, with the passage of time or the giving of notice or both, and the failure to cure, would constitute an Event of Default as defined in Section\u00a09.1 (Events of Default).", "references": ["Vacations", "Amendments", "Enforcements", "Forfeitures", "Integration", "Assigns", "Base Salary", "Anti-Corruption Laws", "Indemnity", "Counterparts", "Confidentiality", "Binding Effects", "Enforceability", "Survival", "Successors", "Severability", "Agreements", "Submission To Jurisdiction", "Specific Performance", "Solvency", "Fees", "Interpretations", "Compliance With Laws", "Payments", "Expenses", "Authorizations", "Authority", "Publicity", "Jurisdictions", "Terminations", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "In the event of a Change in Control, any unforfeited Restricted Stock Units will be governed by the provisions of Section 9 of the Plan, which describes the conditions for accelerated vesting of the Restricted Stock Units. Vesting of the Restricted Stock Units in these circumstances will occur only if the Company had remained well-capitalized (as defined above) at the close of the last full quarter preceding the Change in Control.", "references": ["Enforceability", "Payments", "Terminations", "Litigations", "Erisa", "Vesting", "Integration", "Consent To Jurisdiction", "Interests", "Sanctions", "Specific Performance", "Disability", "Jurisdictions", "Venues", "Effective Dates", "Benefits", "Authority", "Powers", "Taxes", "Tax Withholdings", "Intellectual Property", "Warranties", "Base Salary", "Counterparts", "Titles", "Disclosures", "Approvals", "Notices", "Sales", "Non-Disparagement", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Plan was approved by the Board of Directors on March 22, 2018 and, subject to approval by the stockholders of the Company at the annual meeting of the Company\u2019s stockholders to be held May 4, 2018 and, upon execution by an authorized officer of the Company, shall be effective as of May 4, 2018. In the event that the terms of this Plan are not approved by the stockholders of the Company, this Plan shall not become effective and any Awards issued hereunder prior to May 4, 2018 shall be automatically canceled and of no force or effect.", "references": ["Miscellaneous", "Effectiveness", "Successors", "Solvency", "Closings", "Counterparts", "Warranties", "Consents", "Definitions", "Death", "Jurisdictions", "Fees", "Cooperation", "Anti-Corruption Laws", "Capitalization", "Arbitration", "Waiver Of Jury Trials", "Non-Disparagement", "Construction", "Authorizations", "Expenses", "Duties", "Terminations", "Vacations", "Binding Effects", "Remedies", "Confidentiality", "Agreements", "Headings", "Benefits", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Except as otherwise defined in this Consent, terms defined in the Credit Agreement are used herein as defined therein.", "references": ["Transactions With Affiliates", "Binding Effects", "Counterparts", "Brokers", "Forfeitures", "Benefits", "Solvency", "Duties", "Remedies", "Authorizations", "Payments", "Employment", "Confidentiality", "Base Salary", "Adjustments", "Releases", "Notices", "Arbitration", "Liens", "Authority", "Cooperation", "Venues", "Indemnity", "Survival", "General", "Entire Agreements", "Participations", "Non-Disparagement", "Specific Performance", "Severability", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The waiver by the Company or Executive of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the Company or Executive, as the case may be, of any provision of this Agreement.", "references": ["Powers", "Taxes", "Litigations", "Transactions With Affiliates", "Vacations", "Authority", "Records", "Approvals", "Existence", "Sales", "Organizations", "Positions", "Expenses", "Defined Terms", "Governing Laws", "No Waivers", "General", "Representations", "Submission To Jurisdiction", "Employment", "Definitions", "Headings", "Sanctions", "Survival", "Modifications", "Releases", "Amendments", "Adjustments", "Jurisdictions", "Publicity", "Waivers"], "gold": ["Waivers"]}
+{"input": "You agree that, during the Term and for a period of one (1)\u00a0year thereafter, you shall not, in any communications with the press or other media or any customer, client or supplier of CBS or any of CBS\u2019s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of CBS or any of CBS\u2019s affiliated companies, or any of their respective directors or senior officers.", "references": ["Disclosures", "Benefits", "Severability", "Agreements", "Authorizations", "General", "Vesting", "Enforceability", "Representations", "Books", "Amendments", "Remedies", "Integration", "Disability", "No Waivers", "Publicity", "Intellectual Property", "Governing Laws", "No Conflicts", "Releases", "Further Assurances", "Powers", "No Defaults", "Base Salary", "Titles", "Submission To Jurisdiction", "Capitalization", "Counterparts", "Vacations", "Sanctions", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Committee may, with the consent of the Participant, at any time or from time to time amend the terms and conditions of this grant of PSUs. In addition, the Committee may at any time or from time to time amend the terms and conditions of this grant of PSUs in accordance with the Plan.", "references": ["Taxes", "Indemnifications", "No Defaults", "Litigations", "Change In Control", "Modifications", "Benefits", "Books", "Interpretations", "Sales", "Severability", "Authority", "Agreements", "Venues", "Intellectual Property", "Employment", "Waivers", "Closings", "Financial Statements", "Vesting", "Headings", "Cooperation", "Tax Withholdings", "Successors", "Liens", "Existence", "Solvency", "No Conflicts", "Non-Disparagement", "Forfeitures", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement and the documents contemplated hereunder (including the Transition Services Agreement and the ancillary agreements contemplated therein) constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the documents contemplated hereunder, the exhibits, and schedules (other than an exception expressly set forth as such in the schedules), the statements in the body of this Agreement will control.", "references": ["Closings", "Publicity", "Change In Control", "Arbitration", "Intellectual Property", "Counterparts", "Assigns", "General", "Qualifications", "Benefits", "Approvals", "Indemnity", "Payments", "Brokers", "Compliance With Laws", "Litigations", "Assignments", "Consent To Jurisdiction", "Solvency", "Definitions", "Adjustments", "Sales", "Effective Dates", "Agreements", "Terminations", "Specific Performance", "Venues", "Miscellaneous", "Base Salary", "Further Assurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The construction, interpretation and performance of this Agreement will be governed by the substantive laws of Switzerland (excluding its rules on conflict of laws and international treaties). The venue for any dispute arising from this Agreement shall be the courts according to article 34 of the Swiss Civil Procedural Code.", "references": ["Duties", "Specific Performance", "Approvals", "Remedies", "Use Of Proceeds", "Releases", "Indemnity", "Benefits", "Enforcements", "Waiver Of Jury Trials", "Warranties", "Fees", "Sales", "Interests", "Headings", "Anti-Corruption Laws", "Costs", "Subsidiaries", "Applicable Laws", "Taxes", "Organizations", "Cooperation", "Closings", "Liens", "Existence", "Base Salary", "Definitions", "Insurances", "Capitalization", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be terminated by any Purchaser, as to such Purchaser\u2019s 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 September 30, 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.", "references": ["Further Assurances", "Jurisdictions", "Counterparts", "Compliance With Laws", "Publicity", "Transactions With Affiliates", "Defined Terms", "Duties", "Sales", "Survival", "Use Of Proceeds", "Anti-Corruption Laws", "No Waivers", "Indemnifications", "Modifications", "Approvals", "Consents", "Expenses", "Records", "Disability", "Sanctions", "General", "Submission To Jurisdiction", "Successors", "Subsidiaries", "Effective Dates", "Qualifications", "Assignments", "Liens", "Agreements", "Terminations"], "gold": ["Terminations"]}
+{"input": "The execution and delivery of this Agreement and the other Loan Documents to which the Borrower is or is to become a party will result in valid and legally binding obligations of the Borrower enforceable against it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors\u2019 rights and general equitable principles. The execution and delivery of the Guaranty and the other Loan Documents to which the Company is or is to become a party will result in valid and legally binding obligations of the Company enforceable against the Company in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors rights and general equitable principles.", "references": ["Modifications", "No Waivers", "No Conflicts", "Sanctions", "Insurances", "Solvency", "Powers", "Non-Disparagement", "Base Salary", "Interpretations", "Capitalization", "Authority", "Litigations", "Erisa", "Agreements", "Confidentiality", "Records", "Defined Terms", "Warranties", "Financial Statements", "Adjustments", "Arbitration", "Assigns", "Effectiveness", "Definitions", "Approvals", "Fees", "Change In Control", "Submission To Jurisdiction", "No Defaults", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement may be executed in identical counterparts, and all said counterparts when taken together shall constitute one and the same Agreement and the parties hereto are hereby authorized to collate such counterparts into one original. For purposes of negotiating and finalizing this Agreement (including any subsequent amendments thereto), any signed document transmitted in portable document format (\u201c PDF \u201d) shall be treated in all manner and respects as an original document. The signature of any party by PDF shall be considered for these purposes as an original signature. Any PDF document shall be considered to have the same binding legal effect as an original document. Upon request, an original of such PDF document shall be mailed by first class U.S. mail or personally delivered to the recipient. At the request of either party, any PDF document subject to this Agreement shall be re-executed by both parties in an original form. The undersigned parties hereby agree that neither shall raise the use of the PDF or the fact that any signature or document was transmitted or communicated through the use of a PDF as a defense to the formation of this Agreement.", "references": ["Base Salary", "Benefits", "Adjustments", "General", "Sanctions", "Approvals", "Positions", "Use Of Proceeds", "Successors", "Enforceability", "Erisa", "Publicity", "Solvency", "Assigns", "Further Assurances", "Tax Withholdings", "Litigations", "Titles", "Governing Laws", "Arbitration", "Vesting", "Capitalization", "Taxes", "Representations", "Definitions", "Compliance With Laws", "Expenses", "Specific Performance", "Qualifications", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The grant of Restricted Stock Units evidenced hereby shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. F.N.B. shall not be required to issue or deliver any certificates or to make book entries in the records of F.N.B. or its transfer agent for Restricted Stock Units or Stock corresponding to the Restricted Stock Units prior to (i) the listing of such Stock on any stock exchange on which the Stock may then be listed and (ii) the effectiveness of any registration statement with respect to such Stock that counsel for F.N.B. deems necessary or appropriate.", "references": ["Qualifications", "Definitions", "Enforceability", "Fees", "Vesting", "Anti-Corruption Laws", "Taxes", "Closings", "Disability", "Confidentiality", "Approvals", "Further Assurances", "Representations", "Warranties", "Consents", "Intellectual Property", "Death", "Forfeitures", "No Defaults", "Governing Laws", "Benefits", "Existence", "Authorizations", "Brokers", "Terms", "Expenses", "Change In Control", "Withholdings", "Entire Agreements", "Organizations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that any Buyer (without being joined by any other Buyer) shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Any Buyer shall be entitled to its reasonable attorneys\u2019 fees in any action brought to enforce this Agreement in which it is the prevailing party.", "references": ["Definitions", "Terms", "Employment", "Severability", "Agreements", "Brokers", "Consents", "Records", "Existence", "Duties", "Interests", "Remedies", "Enforceability", "Payments", "Positions", "Forfeitures", "Intellectual Property", "Notices", "Representations", "Integration", "Effectiveness", "Submission To Jurisdiction", "Subsidiaries", "Liens", "General", "Sales", "Venues", "Warranties", "Expenses", "Approvals", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The Company shall indemnify each Purchaser (and its general and limited partners, members, managers and stockholders and their respective stockholders, officers, directors, managers, members, employees and agents) and hold each Purchaser (and its general and limited partners, members, managers and stockholders and their respective stockholders, officers, directors, managers, members, employees and agents) harmless after the Closing from and against and in respect of any losses, deficiencies, damages, expenses, liabilities, claims, assessments and judgments (including, without limitation, any diminution in value and reasonable costs and attorneys\u2019 fees and other expenses arising out of any claim, or the defense or investigation thereof, made with respect to any of the foregoing) (collectively, the \u201c Indemnifiable Expenses \u201d) incurred or suffered by such Purchaser (or its general or limited partners, members, managers or stockholders or their respective stockholders, officers, directors, managers, members, employees or agents) resulting from: (a) any breach of or inaccuracy in its representations and warranties set forth in Section 2 of this Agreement or in the other Transaction Agreements, or in any document or instrument contemplated hereby and thereby, and (b) any breach of or failure to perform any agreement, covenant or obligation in the Transaction Agreements, or in any document or instrument contemplated thereby, by the Company. The Company and the Purchasers agree that in no event shall the Company\u2019s liability with respect to any Purchaser under this Section 6.1 exceed the aggregate purchase price paid by such Purchaser for the Shares purchased by such Purchaser pursuant to this Agreement.", "references": ["Base Salary", "Consents", "Terms", "No Defaults", "Employment", "Notices", "Existence", "Transactions With Affiliates", "Approvals", "Construction", "Subsidiaries", "Sanctions", "Litigations", "No Conflicts", "Assigns", "Vesting", "Expenses", "Venues", "Definitions", "Costs", "Titles", "Arbitration", "Publicity", "Representations", "Interests", "Survival", "Authorizations", "Enforcements", "Binding Effects", "Withholdings", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each Obligor will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a)\u00a0its legal existence and (b)\u00a0the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which any of its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except in the case of clause (b)\u00a0only, where the failure to so satisfy the foregoing requirements could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section \u00a09.10 or any Disposition permitted under Section \u00a09.11 .", "references": ["Adjustments", "Agreements", "Modifications", "Participations", "Death", "Qualifications", "Withholdings", "Interpretations", "Successors", "No Conflicts", "Transactions With Affiliates", "Construction", "Subsidiaries", "Books", "Consents", "Financial Statements", "Anti-Corruption Laws", "Compliance With Laws", "Effective Dates", "Warranties", "Consent To Jurisdiction", "Notices", "Sanctions", "Expenses", "Counterparts", "Specific Performance", "Intellectual Property", "Headings", "Duties", "Closings", "Existence"], "gold": ["Existence"]}
+{"input": "The Parties agree to use commercially reasonable efforts to cooperate with respect to sharing, retaining, and maintaining data and records that are necessary or appropriate to further the purposes of this Section \u00a06.6 and to administer its respective Benefit Plans to the extent consistent with this Agreement and applicable Law, and the Parties agree to cooperate as long as is reasonably necessary to further the purposes of this Section \u00a06.6 . No Party shall charge another Party a fee for such cooperation.", "references": ["Terms", "Counterparts", "Assignments", "Interests", "Successors", "Tax Withholdings", "Anti-Corruption Laws", "Change In Control", "Taxes", "Sales", "Disability", "Indemnifications", "Capitalization", "Specific Performance", "No Conflicts", "Payments", "Use Of Proceeds", "Integration", "Litigations", "Effective Dates", "Waivers", "Further Assurances", "No Waivers", "Fees", "Liens", "Insurances", "Arbitration", "Financial Statements", "Notices", "Warranties", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The Optionee acknowledges that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by the Optionee or any other participant.", "references": ["Sales", "Waiver Of Jury Trials", "Withholdings", "No Waivers", "Governing Laws", "Death", "Existence", "Use Of Proceeds", "Indemnity", "Defined Terms", "Insurances", "Modifications", "Capitalization", "Records", "Indemnifications", "Adjustments", "Assigns", "Definitions", "Enforceability", "Representations", "Agreements", "Enforcements", "Warranties", "Litigations", "Binding Effects", "Miscellaneous", "Forfeitures", "Taxes", "Remedies", "Entire Agreements", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Indemnified Parties shall not be liable, in connection with any action taken, for any loss sustained by the Mortgagor resulting from an assertion that the Mortgagee has received funds from the production of Hydrocarbons claimed by third persons or any act or omission of any Indemnified Party in administering, managing, operating or controlling the Mortgaged Property INCLUDING SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF AN INDEMNIFIED PARTY unless such loss is caused by the willful misconduct or gross negligence of the Indemnified Party seeking indemnity. No Indemnified Party will be obligated to perform or discharge any obligation, duty or liability of the Mortgagor. The Mortgagor shall and does hereby agree to indemnify each Indemnified Party for, and to hold each Indemnified Party harmless from, any and all liability, loss or damage which may or might be incurred by any Indemnified Party by reason of this Mortgage or the exercise of rights or remedies hereunder. If any Indemnified Party shall make any expenditure on account of any such liability, loss or damage, the amount thereof, including costs, expenses and reasonable attorneys\u2019 fees, shall be a demand obligation (which obligation the Mortgagor hereby expressly promises to pay) owing by the Mortgagor to such Indemnified Party and shall bear interest from the date expended until paid at the Post-Default Rate. To the extent permitted by applicable law, the Mortgagor hereby assents to, ratifies and confirms any and all actions of each Indemnified Party with respect to the Mortgaged Property taken under and in compliance with the terms of this Mortgage. The liabilities of the Mortgagor as set forth in this Section \u00a05.17 shall survive the termination of this Mortgage.", "references": ["Anti-Corruption Laws", "Enforceability", "Non-Disparagement", "General", "Liens", "Specific Performance", "Waivers", "Approvals", "Change In Control", "Venues", "Confidentiality", "Erisa", "Integration", "Costs", "Interests", "Arbitration", "Notices", "Closings", "No Waivers", "Litigations", "Compliance With Laws", "Vesting", "Terms", "Subsidiaries", "Releases", "Interpretations", "Indemnifications", "Death", "Payments", "Expenses", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Notes.", "references": ["Adjustments", "Amendments", "Vacations", "Interpretations", "Indemnifications", "Survival", "Effective Dates", "Publicity", "Titles", "Transactions With Affiliates", "Disability", "Brokers", "Submission To Jurisdiction", "Litigations", "Successors", "Construction", "Organizations", "Approvals", "Subsidiaries", "Closings", "Specific Performance", "Authority", "Indemnity", "Representations", "Modifications", "Assigns", "Cooperation", "Waivers", "Liens", "Integration", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which, to the knowledge of Maker, are pending or threatened) or other legal proceedings affecting Maker or affecting any of its property before any governmental authority which would reasonably be expected to have a material adverse effect on the ability of Maker to perform its obligations under this Note and the Collateral Documents to which it is a party.", "references": ["Death", "Vacations", "Sanctions", "Brokers", "Releases", "Binding Effects", "Fees", "Vesting", "Definitions", "Interpretations", "Solvency", "Amendments", "Liens", "Enforceability", "Insurances", "Waivers", "Counterparts", "Waiver Of Jury Trials", "Indemnifications", "Non-Disparagement", "Submission To Jurisdiction", "Closings", "Applicable Laws", "Miscellaneous", "Erisa", "Authority", "Adjustments", "No Defaults", "Warranties", "Effectiveness", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Company has been duly organized, and is validly existing and in good standing), under the laws of the State of California. The Company has full power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and is presently proposed to be conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used and are presently proposed to be owned and used; and (iii) to perform its obligations under all Contracts to which it is a party or by which it is bound.", "references": ["Benefits", "No Waivers", "Governing Laws", "Sales", "Qualifications", "Publicity", "Sanctions", "Entire Agreements", "Assignments", "Severability", "Terminations", "Costs", "Jurisdictions", "Integration", "Arbitration", "Books", "Assigns", "Miscellaneous", "Consent To Jurisdiction", "Construction", "Enforceability", "Interests", "Enforcements", "Insurances", "General", "Records", "Effective Dates", "Erisa", "Indemnity", "Employment", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement shall not be assigned by any Party without the prior written consent of the other Parties hereto, except that each Party may assign (a)\u00a0any or all of its rights and obligations under this Agreement to any of its Subsidiaries and (b)\u00a0any or all of its rights and obligations under this Agreement in connection with a sale or disposition of any of its assets or entities or lines of business; provided , however , that, in each case, no such assignment shall release such Party from any liability or obligation under this Agreement. Except as provided in Article III with respect to indemnified Parties, this Agreement is for the sole benefit of the Parties to this Agreement and their respective Subsidiaries and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.", "references": ["Authorizations", "Jurisdictions", "Venues", "Intellectual Property", "Duties", "Capitalization", "Change In Control", "Arbitration", "Representations", "Costs", "Terms", "Indemnifications", "Anti-Corruption Laws", "Releases", "Binding Effects", "Waivers", "Disclosures", "Adjustments", "Modifications", "Survival", "Compliance With Laws", "Interests", "Subsidiaries", "Interpretations", "Organizations", "Definitions", "Erisa", "Waiver Of Jury Trials", "Disability", "Vesting", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each of the Company and the Holder (i) hereby irrevocably submits to the non-exclusive jurisdiction of the State of New York for the purposes of any suit, action or proceeding arising out of or relating to these Notes and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.\u00a0 Each of the Company and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.\u00a0 Nothing in this Section 4.9 shall affect or limit any right to serve process in any other manner permitted by law.\u00a0 Each of the Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to these Notes shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.", "references": ["Applicable Laws", "No Waivers", "Base Salary", "No Defaults", "Withholdings", "Survival", "Binding Effects", "Erisa", "Duties", "Solvency", "Expenses", "Change In Control", "Warranties", "Compliance With Laws", "Vesting", "Fees", "Insurances", "General", "Arbitration", "Consents", "Venues", "Terms", "Headings", "Use Of Proceeds", "Records", "Transactions With Affiliates", "Forfeitures", "Existence", "Indemnity", "Disclosures", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "No Obligor shall acquire or accept any Inventory which is part of the Aggregate Borrowing Base on consignment or approval.\u00a0 No Obligor shall sell any Inventory which is part of the Aggregate Borrowing Base on consignment or approval.\u00a0 The Obligors shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law.", "references": ["Subsidiaries", "Use Of Proceeds", "Entire Agreements", "Enforceability", "Existence", "Organizations", "Notices", "Publicity", "Authority", "Terms", "Tax Withholdings", "Expenses", "Integration", "Books", "Headings", "Closings", "General", "Compliance With Laws", "Disability", "Arbitration", "Venues", "Successors", "Indemnifications", "Taxes", "Submission To Jurisdiction", "No Waivers", "Assigns", "Applicable Laws", "Employment", "Miscellaneous", "Sales"], "gold": ["Sales"]}
+{"input": "All sums from time to time owing hereon shall bear interest from the date hereof at the rate of HANCOCK WHITNEY PRIME + two percent (2%) per annum, compounding annually, which said rate of interest shall be calculated on a monthly basis.", "references": ["Fees", "Compliance With Laws", "Consent To Jurisdiction", "Costs", "Publicity", "Cooperation", "Releases", "Disability", "Taxes", "Existence", "Indemnifications", "Entire Agreements", "Withholdings", "Benefits", "Base Salary", "Insurances", "Modifications", "Applicable Laws", "General", "Remedies", "Enforceability", "Assignments", "Successors", "Interpretations", "Authorizations", "Subsidiaries", "Books", "Positions", "Miscellaneous", "Financial Statements", "Interests"], "gold": ["Interests"]}
+{"input": "During the Employment Period, the Employee shall be entitled to paid holidays and four (4) weeks paid vacation in accordance with the policies of the Company applicable to other employees of the Company generally.", "references": ["Tax Withholdings", "Costs", "Enforceability", "Forfeitures", "Closings", "Arbitration", "Modifications", "Authority", "Use Of Proceeds", "Applicable Laws", "Consent To Jurisdiction", "Solvency", "Assigns", "No Waivers", "Binding Effects", "Headings", "Jurisdictions", "Sales", "Financial Statements", "Terminations", "Interests", "Indemnifications", "Liens", "Taxes", "Entire Agreements", "Counterparts", "General", "Intellectual Property", "Subsidiaries", "Litigations", "Vacations"], "gold": ["Vacations"]}
+{"input": "Except to the extent otherwise provided in Section\u00a05.1 of this Agreement with respect to amendments to Exhibit\u00a0A, this Agreement may not be modified, amended or altered except pursuant to a written instrument signed by both parties.", "references": ["Payments", "Base Salary", "Representations", "Survival", "Books", "Releases", "Publicity", "Governing Laws", "Change In Control", "Solvency", "Powers", "Vesting", "Brokers", "Consent To Jurisdiction", "Assigns", "Disability", "Definitions", "Non-Disparagement", "Qualifications", "Financial Statements", "Venues", "Severability", "Insurances", "Terminations", "Interpretations", "Further Assurances", "Counterparts", "Terms", "Expenses", "Effective Dates", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Amendment is governed by and will be construed in accordance with the law of the State of Texas.", "references": ["Further Assurances", "Erisa", "Benefits", "Waiver Of Jury Trials", "Remedies", "Sanctions", "Severability", "Base Salary", "Titles", "Transactions With Affiliates", "Terms", "Construction", "Notices", "Sales", "Agreements", "No Conflicts", "Binding Effects", "Interests", "Duties", "Payments", "Intellectual Property", "Books", "Capitalization", "Litigations", "Organizations", "Disability", "Representations", "Indemnity", "Jurisdictions", "Amendments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company is duly incorporated and validly existing under the laws of the State of Nevada and has all requisite corporate power and authority to own or lease its properties and assets and to conduct its business as it is presently being conducted. The Company does not own any equity interest, directly or indirectly, in any other Person or business enterprise. The Company is in good standing in the State of Nevada. The Company is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect upon its assets, properties, financial condition, results of operations or business. The Company has no subsidiaries. Except as set forth in Section 3.2(d) hereof, no corporate proceedings on the part of the Company (including the approval of the Company\u2019s Board of Directors or shareholders) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.", "references": ["Miscellaneous", "Submission To Jurisdiction", "Compliance With Laws", "Adjustments", "Notices", "Liens", "Defined Terms", "Waivers", "Terms", "Modifications", "Survival", "Construction", "Approvals", "Releases", "Brokers", "Indemnifications", "Transactions With Affiliates", "Counterparts", "Consent To Jurisdiction", "Qualifications", "Base Salary", "Jurisdictions", "Definitions", "Integration", "Vesting", "Disability", "Agreements", "Headings", "No Waivers", "Payments", "Organizations"], "gold": ["Organizations"]}
+{"input": "To the extent any provision of this Third Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Third Amendment in any jurisdiction.", "references": ["Confidentiality", "Interests", "Erisa", "Effective Dates", "Intellectual Property", "Solvency", "Sanctions", "Assigns", "Arbitration", "Warranties", "Governing Laws", "Disability", "Organizations", "Indemnifications", "General", "Applicable Laws", "Positions", "No Conflicts", "Interpretations", "Definitions", "Forfeitures", "Remedies", "Payments", "Brokers", "Further Assurances", "Titles", "Publicity", "Notices", "Financial Statements", "Terms", "Severability"], "gold": ["Severability"]}
+{"input": "Section headings used herein are for convenience of reference only and shall not be considered in interpreting this Agreement.", "references": ["Disability", "Use Of Proceeds", "Effectiveness", "Jurisdictions", "Waiver Of Jury Trials", "Modifications", "Adjustments", "Disclosures", "Qualifications", "Cooperation", "Financial Statements", "Duties", "Compliance With Laws", "Records", "Intellectual Property", "Definitions", "Specific Performance", "Vesting", "Releases", "Taxes", "No Waivers", "Vacations", "Death", "Binding Effects", "Positions", "Miscellaneous", "No Defaults", "Venues", "Powers", "Costs", "Headings"], "gold": ["Headings"]}
+{"input": "The Parent Borrower and each Restricted Subsidiary have timely filed all federal, provincial, state, municipal, foreign and other Tax returns and reports required to be filed, and have timely paid all federal, provincial, state, municipal, foreign and other Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and, except for failures to file or pay as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There are no Tax audits, deficiencies, assessments or other claims with respect to the Parent Borrower or any Restricted Subsidiary that could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.", "references": ["Counterparts", "Organizations", "Costs", "Participations", "Modifications", "Disability", "Solvency", "Terminations", "Powers", "Amendments", "Disclosures", "Capitalization", "Applicable Laws", "Headings", "Indemnifications", "Sanctions", "Change In Control", "Benefits", "Waiver Of Jury Trials", "Terms", "General", "Vesting", "Interests", "Qualifications", "Successors", "Tax Withholdings", "Liens", "Withholdings", "Base Salary", "Assigns", "Taxes"], "gold": ["Taxes"]}
+{"input": "In connection with the entering into and performance of this Agreement and the other Transaction Documents, the Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration with, (a) any Governmental Authority in order for it to execute, deliver or perform any of his obligations under or contemplated hereby or thereby or (b) any third party pursuant to any agreement, indenture or instrument to which the Purchaser is a party, in each case in accordance with the terms hereof or thereof other than such as have been made or obtained.", "references": ["Warranties", "Successors", "Fees", "Duties", "Interests", "Amendments", "Venues", "Assigns", "Jurisdictions", "Headings", "Use Of Proceeds", "Defined Terms", "Representations", "Modifications", "Compliance With Laws", "Submission To Jurisdiction", "Forfeitures", "Death", "Vacations", "Employment", "Terms", "Base Salary", "Releases", "Financial Statements", "Notices", "Counterparts", "Construction", "Solvency", "Governing Laws", "Arbitration", "Consents"], "gold": ["Consents"]}
+{"input": "Aircraft use is generally restricted to company business, or entertainment related to company business. Personal use of the aircraft is discouraged due to unfavorable IRS deductibility, compensation, and disclosure treatment (see Appendix A ). In exigent circumstances, personal use of the aircraft shall be considered by and require the approval of the Chairman of the Board and the President and CEO of Group 1.", "references": ["Withholdings", "Assigns", "Consents", "Books", "Capitalization", "Employment", "Construction", "Binding Effects", "Defined Terms", "Insurances", "Assignments", "No Conflicts", "No Waivers", "Consent To Jurisdiction", "Approvals", "Sanctions", "Miscellaneous", "Disclosures", "Counterparts", "Participations", "Publicity", "Governing Laws", "Solvency", "Use Of Proceeds", "Financial Statements", "Specific Performance", "Submission To Jurisdiction", "Indemnity", "Powers", "Existence", "General"], "gold": ["General"]}
+{"input": "Neither Party will assign or transfer this Agreement (or any of its rights or obligations hereunder) without the prior written consent of the other Party. Either Party may assign this Agreement without the other Party\u2019s prior consent to any third party controlling, controlled by or under common control with the assigning Party. Any purported assignment in violation of this Section will be null and void and a breach of this Agreement. For purposes of clarity, a Change of Control of a Party will not constitute an assignment of this Agreement; however, in such event, each Party may elect to terminate this Agreement in accordance with Section\u00a013.2(d) or (e), as applicable.", "references": ["Modifications", "Confidentiality", "Interests", "Disclosures", "No Conflicts", "Change In Control", "Compliance With Laws", "Existence", "Closings", "Releases", "Benefits", "Taxes", "Agreements", "Non-Disparagement", "Terminations", "Construction", "Titles", "Financial Statements", "Representations", "Fees", "Remedies", "Publicity", "Entire Agreements", "Severability", "Counterparts", "Vacations", "Transactions With Affiliates", "Vesting", "Consent To Jurisdiction", "Sales", "Assignments"], "gold": ["Assignments"]}
+{"input": "All Accounts are fully vested.", "references": ["Binding Effects", "Approvals", "Powers", "Interests", "Interpretations", "Counterparts", "Venues", "Organizations", "Employment", "Non-Disparagement", "Books", "Representations", "Sanctions", "Applicable Laws", "Payments", "Agreements", "Transactions With Affiliates", "Jurisdictions", "Forfeitures", "Releases", "Specific Performance", "Change In Control", "Warranties", "Authority", "Survival", "Financial Statements", "Construction", "Anti-Corruption Laws", "Severability", "Notices", "Vesting"], "gold": ["Vesting"]}
+{"input": "Notwithstanding any other provision of this Agreement, the Managing Member is authorized to take any action that may be required to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections\u00a01441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member (including by reason of Section\u00a01446 of the Code), the Managing Member may treat the amount withheld as a distribution of cash pursuant to this ARTICLE\u00a0IV in the amount of such withholding from such Member. Each Member hereby agrees, to the maximum extent permitted by law, to indemnify and hold harmless the Company and the other Members from and against any liability, claim or expense (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to any tax withholdings made or required to be made on behalf of or with respect to such Member. In the event the Company is liquidated and a liability or claim is asserted against, or expense borne by, the Company or any Member for tax withholdings made or required to be made, such person shall have the right to be reimbursed from the Member on whose behalf such tax withholding was made or required to be made.", "references": ["Benefits", "Insurances", "Death", "Indemnifications", "Releases", "Counterparts", "Jurisdictions", "Sales", "Waivers", "Disability", "Participations", "Use Of Proceeds", "No Waivers", "Tax Withholdings", "Miscellaneous", "Remedies", "General", "Compliance With Laws", "Litigations", "Solvency", "Approvals", "Consent To Jurisdiction", "Existence", "Defined Terms", "Binding Effects", "Integration", "Sanctions", "Anti-Corruption Laws", "Interpretations", "Interests", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Company shall pay on the Closing Date all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities with the SEC; (b) reserved; (c) all fees and expenses relating to the listing of all such Common Stock underlying the Securities on the Principal Market and such other stock exchanges as the Company determines; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the \u201cblue sky\u201d securities laws of such states and other jurisdictions as the Company may reasonably designate; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Company may reasonably designate; (f) the costs of all mailing and printing of the placement documents (including, without limitation, this Agreement and any \u201cblue sky\u201d surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Company may reasonably deem necessary; (g) the costs and expenses of the Company\u2019s financial public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Securities; (i) fees and expenses of the Company\u2019s Transfer Agent or DTC (as defined below); (j) reserved; (k) the fees and expenses of the Company\u2019s accountants; and (l) the fees and expenses of the Company\u2019s legal counsel and other agents and representatives. Such fees may be withheld at the request of the Company from the Purchase Price at the Closing. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys\u2019 fees and out-of-pocket expenses) arising in connection with any claim relating to payment relating to subpart (i) above. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyer.", "references": ["Governing Laws", "Definitions", "Disability", "Brokers", "Survival", "Entire Agreements", "Effectiveness", "Assigns", "Applicable Laws", "Successors", "Sales", "Records", "Existence", "Benefits", "Terms", "Defined Terms", "Severability", "Enforcements", "Further Assurances", "Jurisdictions", "Interests", "Financial Statements", "Duties", "Insurances", "Waiver Of Jury Trials", "Litigations", "Tax Withholdings", "Effective Dates", "Non-Disparagement", "Assignments", "Fees"], "gold": ["Fees"]}
+{"input": "Each Purchaser agrees that it shall keep confidential and not divulge, furnish or make accessible to anyone, the confidential information concerning or relating to the business or financial affairs of the Company to which it has become privy by reason of this Agreement until such information has been publicly disclosed by the Company or until such information is no longer material; provided , however , that each Purchaser may disclose any such confidential information (i) as has become generally available to the public, other than as a result of a breach of this Section 4.13 by the Purchaser, (ii) to the Purchaser\u2019s members, managers, equity holders, agents and professional advisors who need to know such information and agree (or are under a duty) to keep it confidential, and (iii) to the extent disclosure is necessary in order to comply with any law, order, regulation, ruling, summons or subpoena applicable to the Purchaser, provided (x) each Purchaser shall, to the extent practicable, give the Company notice of such request and shall cooperate with the Company, at its request and expense, to seek a protective or similar order, and (y) in the absence of such order, shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished.", "references": ["Headings", "Brokers", "Applicable Laws", "Vesting", "Further Assurances", "Effective Dates", "Anti-Corruption Laws", "Costs", "Withholdings", "Effectiveness", "Erisa", "Compliance With Laws", "Non-Disparagement", "Change In Control", "General", "Assigns", "Terminations", "Participations", "Litigations", "Entire Agreements", "Survival", "Employment", "Adjustments", "Expenses", "Payments", "Agreements", "Modifications", "Severability", "Arbitration", "Authorizations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "To meet the obligations of the Corporation (or a Subsidiary if the Recipient is employed by an entity other than the Corporation) and the Recipient with respect to any income or employment withholding taxes, FICA contributions, or the like under any federal, state, local or foreign statute, ordinance, rule, or regulation in or connection with the award grant, vesting or settlement of the Stock Units, the Corporation may, at its sole discretion, either require the Recipient to deposit with the Corporation an amount of cash sufficient to meet such obligations and/or, withhold the required amounts from the Recipient\u2019s pay during the pay periods immediately preceding the date on which any such applicable withholding tax or similar obligation otherwise arises. The Corporation may also in lieu of or in addition to the foregoing, at its sole discretion, withhold a number of shares of Common Stock otherwise deliverable under this award having a fair market value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Recipient\u2019s estimated total federal, state, local and/or foreign tax obligations associated with the grant, vesting or settlement of the Stock Units. The Corporation shall not deliver any of the Shares until and unless the Recipient has made the deposit required herein or proper provision for all applicable tax withholding and similar obligations has been made. The Recipient hereby consents to any action reasonably taken by the Corporation to meet all or any of such obligations.", "references": ["Duties", "Authority", "Consent To Jurisdiction", "No Conflicts", "Assigns", "Jurisdictions", "Enforcements", "Arbitration", "Survival", "Positions", "Cooperation", "Interests", "Construction", "Insurances", "Brokers", "Remedies", "Benefits", "Governing Laws", "Entire Agreements", "Submission To Jurisdiction", "Solvency", "Consents", "Authorizations", "Publicity", "Modifications", "Qualifications", "Confidentiality", "Interpretations", "Withholdings", "Liens", "Taxes"], "gold": ["Taxes"]}
+{"input": "Consultant hereby agrees to indemnify and hold harmless Company and its directors, officers, employees and agents from, against and in respect of, the full amount established in a final judgment issued by a court of competent jurisdiction (and which is not the subject of a pending appeal) of all liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, arising from, in connection with, or incident to any breach or violation of any of the representations, warranties, covenants or agreements of Consultant contained in this Agreement; and (ii) any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing.", "references": ["No Waivers", "Books", "Entire Agreements", "Participations", "Defined Terms", "Titles", "Warranties", "Capitalization", "Base Salary", "Effective Dates", "Use Of Proceeds", "Taxes", "Solvency", "Binding Effects", "Non-Disparagement", "Disclosures", "Intellectual Property", "Enforceability", "Severability", "Existence", "Compliance With Laws", "Confidentiality", "Waiver Of Jury Trials", "Powers", "Change In Control", "Anti-Corruption Laws", "Survival", "Positions", "Notices", "Arbitration", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK OTHER THAN THE CHOICE OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).", "references": ["Taxes", "Vacations", "Releases", "Costs", "Subsidiaries", "Anti-Corruption Laws", "Defined Terms", "Expenses", "Arbitration", "Closings", "Tax Withholdings", "Insurances", "Solvency", "Terms", "Interpretations", "Effective Dates", "Enforceability", "Waiver Of Jury Trials", "Counterparts", "Consent To Jurisdiction", "Organizations", "Amendments", "Fees", "Notices", "Survival", "Use Of Proceeds", "Books", "Cooperation", "Enforcements", "Non-Disparagement", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any Event of Default shall have occurred and be continuing, Agent may, and at the written request of the Required Lenders shall, with or without notice, (i) declare all or any portion of the Obligations, including all or any portion of any Loan and all Prepayment Premiums (if any) payable in connection with a repayment or prepayment of all or any portion of the Term Loan, to be forthwith due and payable, all without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower and each other Loan Party; and (ii)\u00a0exercise any rights and remedies provided to Agent under any Loan Document and/or at law or equity, including all remedies provided under the UCC; provided , however , that upon the occurrence of an Event of Default specified in specified in Section 7.01(g) or 7.01(h) , all of the Obligations, including all Prepayment Premiums (if any) payable in connection with a repayment or prepayment being made or being required to be made of all or any portion of the Term Loan, shall become immediately due and payable, each without declaration, notice or demand by any Person. No delay or omission on Agent\u2019s or any Lender\u2019s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.", "references": ["General", "Powers", "Use Of Proceeds", "Notices", "Applicable Laws", "Sales", "Construction", "Taxes", "Waivers", "Withholdings", "Confidentiality", "Death", "No Conflicts", "Indemnity", "Amendments", "Further Assurances", "Approvals", "Adjustments", "Expenses", "Organizations", "Financial Statements", "Survival", "Participations", "Enforcements", "Governing Laws", "Effective Dates", "Effectiveness", "Closings", "Titles", "Cooperation", "Remedies"], "gold": ["Remedies"]}
+{"input": "Subject to the direction of the President of the Bank, the Employee shall have responsibility for the management and control of the credit function of the Bank and shall perform all duties and shall have all powers which are commonly incident to that office or which are consistent therewith and such other duties consistent with the Employee\u2019s title of Executive Vice President that are delegated to him by the President of the Bank. Such duties include, but are not limited to: (1)\u00a0managing the day\u2011to\u2011day credit operations of the Bank; (2)\u00a0managing the efforts of the Bank to comply with applicable laws and regulations related to the credit function; (3)\u00a0promotion of the Bank and its services; (4)\u00a0supervising employees of the Bank over which the President of the Bank has granted him supervision; (5) providing prompt and accurate reports to the President of the Bank regarding the affairs and condition of the Bank as shall be requested by the President of the Bank; and (6)\u00a0making recommendations to the President of the Bank concerning the strategies and general operations of credit function of the Bank.", "references": ["Use Of Proceeds", "Payments", "Amendments", "Liens", "Existence", "Fees", "Interests", "Specific Performance", "Approvals", "Disability", "Employment", "Further Assurances", "Miscellaneous", "Confidentiality", "Sales", "No Waivers", "Jurisdictions", "Financial Statements", "Capitalization", "Integration", "Participations", "Cooperation", "Enforceability", "Compliance With Laws", "Warranties", "Severability", "Venues", "Insurances", "Solvency", "Positions", "Duties"], "gold": ["Duties"]}
+{"input": "Subject to the provisions of Section\u00a012.10(a) , each of Agent, Lenders, each Credit Party and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Borrower and each Lender party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the use of Electronic Transmissions.", "references": ["Waivers", "Definitions", "Positions", "Governing Laws", "Submission To Jurisdiction", "Specific Performance", "Remedies", "Fees", "Tax Withholdings", "Subsidiaries", "Closings", "Death", "Effectiveness", "Disability", "Benefits", "Vesting", "Applicable Laws", "Consent To Jurisdiction", "Approvals", "Employment", "Withholdings", "Costs", "Compliance With Laws", "Headings", "Defined Terms", "Vacations", "Sales", "Transactions With Affiliates", "Survival", "Miscellaneous", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "From time to time after the date hereof, without further consideration, the Partnership and the Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.", "references": ["Assigns", "Confidentiality", "Specific Performance", "Vesting", "Adjustments", "Agreements", "Arbitration", "No Defaults", "Employment", "Subsidiaries", "Records", "Consents", "Transactions With Affiliates", "Books", "Modifications", "Payments", "No Conflicts", "Erisa", "Effectiveness", "Interests", "Brokers", "Forfeitures", "Severability", "Counterparts", "Headings", "Withholdings", "Binding Effects", "Fees", "Successors", "Expenses", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Following a Participant\u2019s Date of Termination, Participant agrees to fully cooperate with the Corporation with respect to any past, present or future legal matters that relate to or arise out of the Participant\u2019s employment with the Corporation, subject to reimbursement for actual, appropriate and reasonable out-of-pocket expenses incurred by the Participant.", "references": ["Amendments", "Binding Effects", "Disclosures", "No Waivers", "Successors", "Survival", "Withholdings", "Closings", "Existence", "Taxes", "Releases", "Jurisdictions", "Costs", "Authority", "No Conflicts", "Brokers", "Non-Disparagement", "Agreements", "Consents", "Consent To Jurisdiction", "Use Of Proceeds", "Death", "Adjustments", "Assignments", "Terminations", "Books", "Duties", "Interests", "Liens", "Headings", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Except as set forth on Schedule 3 ( d ) hereto, the Company hereby represents and warrants to each Purchaser that the Company\u2019s representations and warranties listed in Section 3.1 of the Purchase Agreement are true and correct as of the date hereof.", "references": ["Miscellaneous", "Waivers", "Costs", "Closings", "Specific Performance", "Titles", "Interests", "Death", "Binding Effects", "Terminations", "Qualifications", "Enforceability", "Representations", "No Waivers", "Vacations", "Employment", "Severability", "Definitions", "Authorizations", "Powers", "Forfeitures", "Jurisdictions", "Subsidiaries", "Anti-Corruption Laws", "Indemnifications", "Duties", "General", "Confidentiality", "Notices", "Cooperation", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Property Manager represents and warrants that it is or shall become fully qualified and licensed, to the extent required by applicable Law, to manage and lease real estate and perform all obligations assumed by the Property Manager hereunder. The Property Manager shall use reasonable efforts to comply with all such laws now or hereafter in effect. If at any time it is determined that the Property Manager does not have all applicable licenses or qualifications, the Property Manager shall be given a reasonable opportunity to cure such deficiency by obtaining any required licenses or permits.", "references": ["Change In Control", "Waivers", "Waiver Of Jury Trials", "Construction", "Jurisdictions", "Interests", "Approvals", "Fees", "Adjustments", "Applicable Laws", "Specific Performance", "Effectiveness", "Authorizations", "Financial Statements", "Miscellaneous", "Closings", "Participations", "Indemnity", "Notices", "Powers", "Use Of Proceeds", "Entire Agreements", "Tax Withholdings", "General", "Cooperation", "Counterparts", "Compliance With Laws", "No Conflicts", "Employment", "Assignments", "Representations"], "gold": ["Representations"]}
+{"input": "Each of the parties hereto agrees that it shall use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to give effect to the obligations of the parties hereunder, including by executing and delivering such additional documents as may be reasonably necessary or desirable to effectuate this Agreement.", "references": ["Jurisdictions", "Vesting", "Payments", "Organizations", "Powers", "Duties", "Costs", "Erisa", "Authority", "Waivers", "Consents", "Taxes", "Death", "Miscellaneous", "Insurances", "Disability", "Benefits", "Base Salary", "Sanctions", "Publicity", "Solvency", "Severability", "No Conflicts", "Brokers", "Specific Performance", "Sales", "Successors", "Assigns", "Entire Agreements", "Terms", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability to (i) general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors\u2019 rights and remedies and (ii) public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The execution and delivery of the this Agreement by the Buyer and the consummation by it of the transaction contemplated hereby do not conflict with the Buyer\u2019s certificate of organization or operating agreement or similar documents, and do not require further consent or authorization by the Buyer, its managers or its members .", "references": ["Disability", "Publicity", "Vacations", "Non-Disparagement", "Use Of Proceeds", "Tax Withholdings", "Organizations", "Adjustments", "Liens", "Payments", "Waivers", "Enforceability", "Closings", "Duties", "Terms", "Authority", "Indemnifications", "Sales", "Taxes", "Representations", "Confidentiality", "Entire Agreements", "Intellectual Property", "Definitions", "Disclosures", "Employment", "Assigns", "Costs", "Notices", "Records", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.", "references": ["Representations", "Erisa", "Employment", "Enforceability", "Applicable Laws", "Records", "Headings", "Withholdings", "Death", "Interests", "Authority", "Binding Effects", "Specific Performance", "Survival", "No Defaults", "Disclosures", "Intellectual Property", "Interpretations", "Base Salary", "General", "Payments", "Vesting", "Benefits", "Consents", "Tax Withholdings", "Agreements", "Vacations", "Publicity", "Capitalization", "Confidentiality", "Expenses"], "gold": ["Expenses"]}
+{"input": "All of the Borrowers\u2019 obligations under this Article\u00a0III shall survive termination of the Aggregate Commitments and repayment of all Obligations hereunder.", "references": ["Remedies", "Taxes", "Arbitration", "Defined Terms", "Vesting", "Integration", "Disability", "Applicable Laws", "Releases", "Expenses", "Records", "Organizations", "Waivers", "Compliance With Laws", "Venues", "Forfeitures", "Binding Effects", "Liens", "Headings", "Non-Disparagement", "Notices", "Litigations", "Publicity", "Duties", "Fees", "Benefits", "Specific Performance", "Subsidiaries", "Terminations", "Waiver Of Jury Trials", "Survival"], "gold": ["Survival"]}
+{"input": "Any notice hereunder to the Company shall be addressed to its Stock Option Record Office, and any notice hereunder to the Participant shall be addressed to the Participant at his or her most recent home address on file with the Company, subject to the right of either party to designate at any time hereafter in writing some other address.", "references": ["Closings", "Indemnifications", "Taxes", "Financial Statements", "Non-Disparagement", "Specific Performance", "Disability", "General", "Agreements", "Headings", "Adjustments", "Consent To Jurisdiction", "Integration", "Base Salary", "Releases", "Defined Terms", "Representations", "Vacations", "Amendments", "Applicable Laws", "Duties", "Severability", "No Conflicts", "Death", "Forfeitures", "Definitions", "Terminations", "Waivers", "Liens", "Governing Laws", "Notices"], "gold": ["Notices"]}
+{"input": "The Exercise Price and the Warrant Number shall be subject to adjustment from time to time as provided in this Section 5.", "references": ["Publicity", "Miscellaneous", "Waivers", "Disclosures", "Litigations", "Vesting", "Benefits", "Assignments", "Consent To Jurisdiction", "Employment", "Arbitration", "Change In Control", "Indemnity", "Assigns", "No Conflicts", "Headings", "Indemnifications", "Specific Performance", "Authority", "Terms", "Notices", "Successors", "Costs", "Sales", "Releases", "Construction", "Approvals", "Powers", "Anti-Corruption Laws", "Duties", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "Schedule 3.22 sets forth a true, complete and correct description, in all material respects, of all material insurance maintained by or on behalf of Borrower or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect.", "references": ["Titles", "Transactions With Affiliates", "Enforceability", "Forfeitures", "Interpretations", "Liens", "Withholdings", "Non-Disparagement", "Successors", "Representations", "Intellectual Property", "Fees", "Consents", "Binding Effects", "Agreements", "Powers", "Employment", "No Waivers", "Sales", "Indemnity", "Cooperation", "Participations", "Closings", "Severability", "Organizations", "Consent To Jurisdiction", "Qualifications", "Existence", "Jurisdictions", "Defined Terms", "Insurances"], "gold": ["Insurances"]}
+{"input": "All of the Borrower\u2019s obligations under this Article\u00a0III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder, and resignation or removal of the Administrative Agent.", "references": ["Non-Disparagement", "Authority", "Benefits", "Approvals", "Applicable Laws", "Qualifications", "Effective Dates", "Authorizations", "Closings", "Specific Performance", "Vacations", "No Waivers", "Taxes", "Consents", "Indemnifications", "Indemnity", "Enforceability", "Defined Terms", "Titles", "Entire Agreements", "Insurances", "Severability", "Erisa", "Capitalization", "Use Of Proceeds", "No Defaults", "Releases", "Remedies", "Participations", "Change In Control", "Survival"], "gold": ["Survival"]}
+{"input": "The article and section headings throughout this Agreement are for convenience and reference only and shall not define, limit or add to the meaning of any provision herein.", "references": ["Positions", "Terminations", "Base Salary", "Capitalization", "Use Of Proceeds", "Participations", "Transactions With Affiliates", "Publicity", "Binding Effects", "Organizations", "Brokers", "Erisa", "Arbitration", "Records", "Integration", "Remedies", "Consents", "Construction", "Employment", "Powers", "Tax Withholdings", "Qualifications", "Consent To Jurisdiction", "Duties", "Payments", "Amendments", "Interpretations", "Liens", "Entire Agreements", "No Conflicts", "Headings"], "gold": ["Headings"]}
+{"input": "The Buyer hereby waives any Event of Default that may currently exist under the Note arising out of the Company\u2019s failure to pay any scheduled payment of interest prior to the date hereof, and agrees that any such interest shall not be due and payable until the Maturity Date, as set forth above.", "references": ["Consent To Jurisdiction", "Survival", "Representations", "Transactions With Affiliates", "Disclosures", "Definitions", "Titles", "Enforceability", "No Waivers", "Terms", "Capitalization", "Integration", "Base Salary", "Warranties", "Assignments", "Governing Laws", "Modifications", "Death", "Records", "Employment", "Fees", "Insurances", "Amendments", "Erisa", "Financial Statements", "Waiver Of Jury Trials", "Positions", "Benefits", "Notices", "Miscellaneous", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Company shall deduct from all cash distributions under the Plan all taxes required to be withheld by the applicable jurisdiction.\u00a0 Whenever the Company proposes or is required to issue or transfer shares of Stock under the Plan or upon the vesting of any Stock Award, the Company has the right to require the recipient to remit to the Company an amount sufficient to satisfy the taxes required to be withheld by the applicable jurisdiction prior to the delivery of any certificate or certificates for such shares or the vesting of such Stock Award.\u00a0 A Participant may pay the tax withholding obligation in cash, or, if the applicable Award Agreement or Award Program provides, a Participant may be permitted, or may be required, to have the tax withholding arising from exercise or payment of the Award satisfied by having the number of shares of Stock the Participant is to receive reduced by, or with respect to a Stock Award, by tendering back to the Company, a number of whole shares of Stock which, when multiplied by the Fair Market Value of the shares of Stock, is sufficient to satisfy the tax withholding obligation (after taking into account any withholding in cash required because only whole shares of Stock can be withheld or tendered), at tax withholding rates determined by the Company to be required, or in the Company's sole discretion, permitted, but not in excess of the maximum statutory tax rates in the applicable jurisdiction.", "references": ["Notices", "Liens", "Authorizations", "Severability", "Cooperation", "Brokers", "Transactions With Affiliates", "Expenses", "Non-Disparagement", "Assignments", "Arbitration", "Organizations", "Payments", "Survival", "Submission To Jurisdiction", "Interpretations", "Closings", "Integration", "Tax Withholdings", "Use Of Proceeds", "Taxes", "Miscellaneous", "Effective Dates", "Representations", "Releases", "Further Assurances", "Effectiveness", "Powers", "Books", "Records", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Each party agrees to keep records and books of account in accordance with generally accepted accounting principles in the industry. Any statement shall be final as to both parties unless questioned within [***] ([***]) [***] after payment thereof has been made.", "references": ["Forfeitures", "Taxes", "Amendments", "Approvals", "Sanctions", "Assigns", "Defined Terms", "Brokers", "Employment", "Disclosures", "Effectiveness", "Anti-Corruption Laws", "Applicable Laws", "Compliance With Laws", "Erisa", "Specific Performance", "Entire Agreements", "Miscellaneous", "No Defaults", "Authority", "Expenses", "Intellectual Property", "Sales", "Capitalization", "Disability", "Cooperation", "Litigations", "Releases", "Consents", "Vacations", "Records"], "gold": ["Records"]}
+{"input": "This program shall be binding upon and inure to the benefit of Newmont Mining, the Participating Employers and the eligible Employees and Terminated Eligible Employees and their respective heirs, representatives and successors.", "references": ["Change In Control", "No Waivers", "Representations", "Death", "Interests", "Tax Withholdings", "Consent To Jurisdiction", "Construction", "Releases", "Closings", "Expenses", "Taxes", "Titles", "Confidentiality", "Waivers", "Binding Effects", "Warranties", "Brokers", "Publicity", "Applicable Laws", "No Defaults", "Costs", "Submission To Jurisdiction", "Capitalization", "Approvals", "Specific Performance", "Interpretations", "Subsidiaries", "Headings", "Governing Laws", "Successors"], "gold": ["Successors"]}
+{"input": "This Award Agreement may be amended only by written agreement between the Recipient and the Company, without the consent of any other person.", "references": ["Venues", "Publicity", "Positions", "Headings", "Vacations", "Waiver Of Jury Trials", "Definitions", "Brokers", "Defined Terms", "Approvals", "Indemnifications", "Taxes", "Representations", "Tax Withholdings", "Confidentiality", "Transactions With Affiliates", "Financial Statements", "Insurances", "Withholdings", "No Defaults", "Authorizations", "Terminations", "Death", "Disclosures", "Construction", "Notices", "Books", "Expenses", "Sanctions", "Non-Disparagement", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as the parties may otherwise agree, any notice, request, bill, or other communication relating to this Agreement, or the rights, obligations or performance of the parties hereunder, shall be in writing and shall be considered as duly delivered when delivered in person or mailed by registered or certified mail, postage prepaid, to the respective post office address of the other parties shown following the signatures of such other parties hereto, or such other address as may be designated by written notice given as provided in this paragraph D.", "references": ["Assigns", "Disclosures", "Definitions", "Positions", "Consent To Jurisdiction", "No Defaults", "Employment", "Indemnity", "Capitalization", "Defined Terms", "Anti-Corruption Laws", "Taxes", "Tax Withholdings", "Miscellaneous", "Interests", "Indemnifications", "Specific Performance", "Waivers", "Duties", "Confidentiality", "Approvals", "Closings", "Litigations", "Compliance With Laws", "Solvency", "Adjustments", "Disability", "Entire Agreements", "Qualifications", "Records", "Notices"], "gold": ["Notices"]}
+{"input": "Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.", "references": ["Solvency", "Defined Terms", "Payments", "Enforcements", "Assignments", "Jurisdictions", "Effectiveness", "Non-Disparagement", "Governing Laws", "Modifications", "Erisa", "Waiver Of Jury Trials", "Intellectual Property", "Interpretations", "Enforceability", "Sanctions", "Taxes", "Confidentiality", "Definitions", "Adjustments", "Costs", "Submission To Jurisdiction", "Financial Statements", "Waivers", "Agreements", "Consents", "Insurances", "Existence", "Capitalization", "Binding Effects", "Venues"], "gold": ["Venues"]}
+{"input": "The Parties acknowledge and agree that the confidentiality obligations of the Parties and their respective Affiliates from and after the Closing shall be governed solely by the Management Agreement; provided , that, (a) any Confidential Information received by Buyer or any of its Affiliates from Seller or any of its Affiliates prior to the Closing shall continue to be governed by the Confidentiality Agreement until its expiration or termination and (b) following the Closing, any information regarding the Company, the Company Subsidiaries, the Company Business or the Transferred Assets shall not be Confidential Information in the hands of Hunt, Buyer, the Buyer Subsidiaries or any of their respective Affiliates or Representatives but shall, for the avoidance of doubt, be Confidential Information in the hands of MMAC, MEC, Seller and their respective Affiliates, Subsidiaries and Representatives (other than the Company and the Company Subsidiaries).", "references": ["Survival", "Disclosures", "Employment", "Warranties", "Books", "Definitions", "Amendments", "Approvals", "Financial Statements", "Tax Withholdings", "Effectiveness", "Binding Effects", "Forfeitures", "Closings", "Applicable Laws", "Vacations", "Agreements", "Indemnifications", "Brokers", "Expenses", "Representations", "Positions", "Duties", "Sales", "Releases", "Solvency", "Counterparts", "Death", "Specific Performance", "Enforceability", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The headings preceding the text of the Articles, Sections and subsections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.\u00a0 All words used in this Agreement will be construed to be of such gender or number as the context may require.", "references": ["Titles", "Assigns", "Expenses", "Records", "Construction", "Erisa", "Consent To Jurisdiction", "Consents", "Agreements", "Base Salary", "Adjustments", "Duties", "Warranties", "Insurances", "Subsidiaries", "Sales", "Litigations", "Fees", "Counterparts", "Severability", "Payments", "Authority", "Venues", "Anti-Corruption Laws", "Binding Effects", "Waivers", "No Waivers", "Participations", "Notices", "Tax Withholdings", "Headings"], "gold": ["Headings"]}
+{"input": "Prior to commencement of participation hereunder, a Participant shall have entered into a written Compensation Reduction Agreement with his Employer in accordance with Section 3.03(a) hereof. The terms of such Compensation Reduction Agreement shall provide that the Participant agrees to accept a reduction in Compensation from the Employer. In consideration of such agreement, the Employer will credit the Participant\u2019s Compensation Reduction Contribution Account for each Year with an amount equal to the total amount by which the Participant\u2019s Compensation from the Employer was reduced during the Year pursuant to the Compensation Reduction Agreement.", "references": ["Books", "Withholdings", "Adjustments", "Non-Disparagement", "Expenses", "Construction", "Miscellaneous", "Sanctions", "No Defaults", "Qualifications", "Interpretations", "Positions", "Anti-Corruption Laws", "Forfeitures", "Enforcements", "Severability", "Fees", "Terminations", "Benefits", "Insurances", "Costs", "Submission To Jurisdiction", "Disability", "Death", "Binding Effects", "Governing Laws", "Subsidiaries", "Closings", "Indemnifications", "Assigns", "General"], "gold": ["General"]}
+{"input": "As of October 31, 2017, the Company, on a consolidated basis, had an authorized capitalization as (and to the extent) set forth in the Preliminary Offering Memorandum and the Offering Memorandum in the \u201cActual\u201d column of the table under the caption \u201cCapitalization\u201d (except for subsequent issuances, if any, pursuant to employee or director stock option, stock purchase or other equity incentive plans or upon the exercise of options issued under such plans). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable None of the outstanding shares of capital stock of the Company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company or any other person.", "references": ["Intellectual Property", "Defined Terms", "Definitions", "Books", "Waiver Of Jury Trials", "Specific Performance", "Withholdings", "Tax Withholdings", "Venues", "Cooperation", "Jurisdictions", "Consent To Jurisdiction", "Closings", "Successors", "Effective Dates", "No Waivers", "Employment", "Construction", "Compliance With Laws", "Remedies", "Titles", "Effectiveness", "Integration", "Litigations", "Vacations", "Governing Laws", "Financial Statements", "Solvency", "Records", "Positions", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The term of the Company shall continue until dissolved pursuant to the terms of this Agreement or the Act.", "references": ["No Conflicts", "Benefits", "Interpretations", "Use Of Proceeds", "Sanctions", "Intellectual Property", "Amendments", "Definitions", "Integration", "Brokers", "Governing Laws", "Tax Withholdings", "Payments", "Effectiveness", "Modifications", "Financial Statements", "Vacations", "Counterparts", "Fees", "General", "Capitalization", "Forfeitures", "Participations", "Taxes", "Terminations", "Records", "Consent To Jurisdiction", "Submission To Jurisdiction", "Existence", "Enforcements", "Terms"], "gold": ["Terms"]}
+{"input": "The Company and Executive understand and agree that this Agreement is intended to reflect their agreement only with respect to payments and benefits upon termination in certain cases and is not intended to create any obligation on the part of either party to continue employment. This Agreement supersedes any and all other oral or written agreements or policies made relating to the subject matter hereof and constitutes the entire agreement of the parties relating to the subject matter hereof; provided that this Agreement shall not supersede or limit in any way Executive\u2019s rights under any benefit plan, program or arrangements in accordance with their terms.", "references": ["Death", "Positions", "Successors", "General", "Terminations", "Records", "Assignments", "Intellectual Property", "Non-Disparagement", "Employment", "Severability", "Change In Control", "Taxes", "Governing Laws", "Publicity", "Base Salary", "Tax Withholdings", "Brokers", "Forfeitures", "Applicable Laws", "Releases", "Venues", "Consents", "Representations", "Litigations", "Waivers", "Use Of Proceeds", "Indemnity", "Waiver Of Jury Trials", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Grantee may, but is not required to, elect to apply the tax rules of Section 83(b) of the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d), to the issuance of the Restricted Stock. If the Grantee makes an affirmative election under Section 83(b) of the Code, the Grantee shall deliver a copy of such election to the Company in accordance with the requirements of the Code and the Regulations promulgated thereunder. Grantee shall be responsible for the timely payment of all taxes imposed upon Grantee as a result of the award and vesting of shares of Restricted Stock under this Agreement, whether federal or state.", "references": ["Tax Withholdings", "Interests", "Subsidiaries", "No Defaults", "Indemnifications", "Arbitration", "Closings", "Disclosures", "Confidentiality", "Intellectual Property", "Authority", "Capitalization", "Duties", "Death", "General", "Agreements", "Terms", "Consents", "Fees", "Amendments", "Waivers", "Counterparts", "Use Of Proceeds", "Withholdings", "Miscellaneous", "Costs", "Adjustments", "Integration", "Forfeitures", "Notices", "Taxes"], "gold": ["Taxes"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.", "references": ["Arbitration", "Base Salary", "Closings", "Miscellaneous", "Insurances", "Solvency", "Jurisdictions", "Brokers", "Liens", "Litigations", "Non-Disparagement", "Vesting", "Existence", "Modifications", "Notices", "No Waivers", "Successors", "Capitalization", "Waivers", "Powers", "Duties", "Submission To Jurisdiction", "Taxes", "Construction", "Terminations", "Cooperation", "Qualifications", "Change In Control", "Publicity", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Employment Period, the Company shall pay to Employee an annualized base salary of $525,000 (the \u201c Base Salary \u201d) in consideration for Employee\u2019s services under this Agreement, payable in substantially equal installments in conformity with the Company\u2019s customary payroll practices for similarly situated employees as may exist from time to time, but no less frequently than monthly.", "references": ["Taxes", "Positions", "Death", "General", "Jurisdictions", "Defined Terms", "Anti-Corruption Laws", "Qualifications", "Applicable Laws", "Brokers", "Representations", "Expenses", "Financial Statements", "Interests", "Litigations", "Consent To Jurisdiction", "Transactions With Affiliates", "Duties", "Indemnity", "Participations", "Approvals", "Enforceability", "Remedies", "Governing Laws", "Organizations", "Authorizations", "Arbitration", "Records", "Intellectual Property", "Closings", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December\u00a031, 2017 and the related consolidated statement of earnings and cash flows for the fiscal year then ended, heretofore delivered to the Lenders, were prepared in accordance with United States generally accepted accounting principles in effect on the date such statements were prepared and present fairly, in all material respects, the consolidated financial position of the Borrower and its Consolidated Subsidiaries at such date and the consolidated results of their operations and cash flows for the period then ended.", "references": ["Consent To Jurisdiction", "Organizations", "Sanctions", "Powers", "Employment", "Authorizations", "Brokers", "Costs", "Intellectual Property", "Waivers", "Defined Terms", "Integration", "No Waivers", "Adjustments", "Effective Dates", "Fees", "Solvency", "Terminations", "Assignments", "Construction", "Change In Control", "Applicable Laws", "Jurisdictions", "Notices", "General", "Transactions With Affiliates", "Expenses", "Tax Withholdings", "Entire Agreements", "Publicity", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note Purchase Agreement.", "references": ["No Waivers", "Representations", "Agreements", "Entire Agreements", "Transactions With Affiliates", "Organizations", "Interests", "Subsidiaries", "Change In Control", "Enforceability", "Specific Performance", "Severability", "Taxes", "Employment", "Forfeitures", "Sales", "Use Of Proceeds", "Releases", "Further Assurances", "Arbitration", "Records", "Jurisdictions", "Venues", "Governing Laws", "Construction", "Adjustments", "Financial Statements", "Solvency", "Sanctions", "Participations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "As of the Effective Date, after giving effect to the Amendment and the transactions contemplated hereunder, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.", "references": ["Governing Laws", "Existence", "Waiver Of Jury Trials", "Headings", "Notices", "Financial Statements", "Closings", "Payments", "Terminations", "Amendments", "Representations", "Entire Agreements", "Vesting", "Miscellaneous", "Interpretations", "Venues", "Tax Withholdings", "Duties", "Applicable Laws", "Change In Control", "Qualifications", "Withholdings", "Effective Dates", "Construction", "Severability", "Effectiveness", "Disability", "No Conflicts", "No Waivers", "Intellectual Property", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Agreement shall become effective when it shall have been executed by the Parties hereto.", "references": ["Sales", "Remedies", "Disability", "No Waivers", "Titles", "Transactions With Affiliates", "Agreements", "Closings", "Benefits", "Adjustments", "Subsidiaries", "Insurances", "Publicity", "Withholdings", "Solvency", "Definitions", "Survival", "Counterparts", "Consent To Jurisdiction", "Releases", "Governing Laws", "Submission To Jurisdiction", "Expenses", "Intellectual Property", "Brokers", "Entire Agreements", "Authority", "Waivers", "Venues", "Organizations", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to, create or acquire any additional Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section\u00a08.14(b) , Section\u00a08.14(c) and Section\u00a08.14(d) . The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, sell, assign or otherwise dispose of any Equity Interests in any Subsidiary except in compliance with Section\u00a09.12(d). The Credit Parties shall not sell, assign or otherwise dispose of any Equity Interests in any DevCo except in compliance with Section\u00a09.12(e) and Section\u00a09.12(f). The Parent and OP LLC shall not, and shall not permit any Restricted Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in the General Partner other than issuances of Class B Units in the General Partner pursuant to the terms of the General Partner LLC Agreement. The Parent, OP LLC shall not, and shall not permit any of its Domestic Subsidiaries to, sell, assign or otherwise dispose of any Equity Interests in any Domestic Subsidiary except in compliance with Section 9.12(d). The Parent, OP LLC and the Borrower will not permit any Equity Interests of any DevCo or the General Partner (other than the Class B Units) to be directly owned by any Person other than the Parent or a Restricted Subsidiary that is a Guarantor, and in the case of the DevCos, the Midstream MLP and its subsidiaries.", "references": ["Employment", "Financial Statements", "Modifications", "Terminations", "Consents", "Headings", "Assignments", "Intellectual Property", "Disclosures", "Use Of Proceeds", "Adjustments", "Insurances", "Cooperation", "Survival", "Representations", "Solvency", "Brokers", "Applicable Laws", "Publicity", "Waivers", "Compliance With Laws", "Positions", "Arbitration", "Agreements", "Authority", "Governing Laws", "Indemnity", "Vacations", "Integration", "Capitalization", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The authorized capital stock of the Company and all securities of the Company issued and outstanding are set forth in the SEC Reports as of the dates reflected therein. All of the outstanding shares of Common Stock and other securities of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in the SEC Reports, there are no agreements or arrangements under which the Company is obligated to register the sale of any of the Company\u2019s securities under the 1933 Act. Except as set forth in the SEC Reports, no shares of Common Stock and/or other securities of the Company are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock and/or other securities of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the Company\u2019s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities and/or as set forth in the SEC Reports, the Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock and/or other securities of the Company. Except as set forth in the SEC Reports, the offer and sale of all capital stock, convertible or exchangeable securities, rights, warrants, options and/or any other securities of the Company when any such securities of the Company were issued complied with all applicable federal and state securities laws, and no current and/or prior holder of any securities of the Company has any right of rescission or damages or any \u201cput\u201d or similar right with respect thereto that would have a Material Adverse Effect. Except as set forth in the SEC Reports, there are no securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance and/or sale of the Securities and/or the consummation of the transactions described herein or in any of the other Transaction Documents.", "references": ["Effectiveness", "Sanctions", "No Defaults", "Jurisdictions", "Solvency", "Confidentiality", "Effective Dates", "Warranties", "Duties", "Compliance With Laws", "Liens", "Organizations", "Insurances", "Use Of Proceeds", "Waivers", "Approvals", "Arbitration", "Costs", "Erisa", "Withholdings", "Forfeitures", "Terms", "No Conflicts", "Sales", "Interests", "Base Salary", "Books", "Anti-Corruption Laws", "Positions", "Defined Terms", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The Buyer acknowledges and agrees that, other than the express representations and warranties of the Seller specifically contained in ARTICLE 3, (a) there are no representations or warranties of the Seller either expressed or implied with respect to the Patent Rights or Participation Payment and that the Buyer does not rely on, and shall have no remedies in respect of, any representation or warranty not specifically set forth in ARTICLE 3, and all other representations and warranties are hereby expressly disclaimed, and (b) nothing contained herein guarantees that sales of the Product and Participation Payment due to the Buyer will meet the total Purchase Price (it being understood and agreed that nothing in this Section 3.3 shall limit in any way the Seller\u2019s obligations under ARTICLE 7).", "references": ["Cooperation", "Binding Effects", "Organizations", "Benefits", "Confidentiality", "Tax Withholdings", "Erisa", "Books", "Costs", "Solvency", "Positions", "Publicity", "No Conflicts", "Governing Laws", "Assignments", "Successors", "Notices", "Financial Statements", "Payments", "Applicable Laws", "Survival", "Amendments", "Closings", "Specific Performance", "Miscellaneous", "Enforcements", "Consents", "Further Assurances", "Waiver Of Jury Trials", "Taxes", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Term of the Lease commenced on _______________, and expires on _______________________, subject Tenant\u2019s right to extend the Term as follows: _______________ (if none, so state).", "references": ["Entire Agreements", "Brokers", "Jurisdictions", "Submission To Jurisdiction", "Survival", "Non-Disparagement", "Representations", "Positions", "Remedies", "Cooperation", "No Waivers", "Taxes", "Further Assurances", "Existence", "Applicable Laws", "Integration", "Qualifications", "Sales", "Severability", "Adjustments", "Indemnity", "Publicity", "Employment", "Death", "Solvency", "Withholdings", "Fees", "Tax Withholdings", "Enforceability", "Base Salary", "Terms"], "gold": ["Terms"]}
+{"input": "The unvested portion of the Award is subject to forfeiture.\u00a0 Except as provided in this Agreement, in order to vest in and not forfeit the Restricted Shares, the Participant must remain in Service until the applicable Restricted Shares Vesting Date and, until the Restricted Shares Vesting Date, the Participant may not transfer (within the meaning described in Section\u00a08) any unvested Restricted Stock Shares (\u201cRestrictions\u201d).", "references": ["Non-Disparagement", "Binding Effects", "Miscellaneous", "Duties", "Effectiveness", "Headings", "Employment", "Books", "Indemnifications", "Jurisdictions", "Vacations", "No Conflicts", "Enforceability", "Further Assurances", "General", "Records", "Disability", "Titles", "Tax Withholdings", "Effective Dates", "Subsidiaries", "Assigns", "Existence", "Intellectual Property", "Organizations", "Expenses", "Definitions", "Terminations", "Change In Control", "Interpretations", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This agreement shall be governed by, and construed in accordance with, the Laws of Hong Kong without regard to the principles of conflicts of Law of any jurisdiction.", "references": ["Enforcements", "Assignments", "Releases", "General", "Construction", "Terminations", "Cooperation", "Specific Performance", "Costs", "Qualifications", "Publicity", "Disclosures", "Indemnity", "Submission To Jurisdiction", "Positions", "Entire Agreements", "Waivers", "Taxes", "Effective Dates", "Powers", "Financial Statements", "Brokers", "Assigns", "Fees", "Books", "Consents", "Sanctions", "Death", "Existence", "Authorizations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The words \u201chereof,\u201d \u201cherein,\u201d \u201chereby,\u201d \u201cherewith\u201d and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph and schedule references are to the articles, sections, paragraphs and schedules of this Agreement unless otherwise specified. Whenever the words \u201cinclude,\u201d \u201cincludes\u201d or \u201cincluding\u201d are used in this Agreement they shall be deemed to be followed by the words \u201cwithout limitation.\u201d The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural persons shall include all Persons and vice versa. The phrases \u201cthe date of this Agreement,\u201d \u201cthe date hereof,\u201d \u201cof even date herewith\u201d and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, unless otherwise specified. The parties agree that they participated jointly in the negotiation and drafting of this Agreement, have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.", "references": ["Payments", "Entire Agreements", "Tax Withholdings", "Vacations", "Releases", "Capitalization", "Sanctions", "Remedies", "Financial Statements", "Arbitration", "Specific Performance", "Withholdings", "Confidentiality", "Integration", "No Conflicts", "Liens", "Consents", "Vesting", "Records", "Modifications", "Base Salary", "Applicable Laws", "Notices", "Interests", "Governing Laws", "Participations", "Existence", "Transactions With Affiliates", "Expenses", "Representations", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "As of the date of this Agreement, there are no pending or, to the Knowledge of such Party, threatened, Actions to which it is a party (either as plaintiff or defendant) or to which its assets are or may be subject that, in each case, would reasonably be expected to have a material adverse effect on the ability of such Party to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.", "references": ["Consents", "Participations", "Confidentiality", "Disability", "Severability", "Qualifications", "Tax Withholdings", "Organizations", "Agreements", "Survival", "Transactions With Affiliates", "Interests", "Specific Performance", "Taxes", "Cooperation", "Solvency", "Counterparts", "Amendments", "Waivers", "Binding Effects", "Further Assurances", "Capitalization", "General", "Indemnity", "Releases", "Terms", "Forfeitures", "Remedies", "Use Of Proceeds", "Effective Dates", "Litigations"], "gold": ["Litigations"]}
+{"input": "Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto ( including , without limitation , laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation.", "references": ["Enforcements", "Applicable Laws", "Non-Disparagement", "Capitalization", "Assigns", "Arbitration", "Titles", "Survival", "Anti-Corruption Laws", "Authorizations", "Amendments", "Forfeitures", "Disclosures", "Vesting", "Enforceability", "Severability", "Notices", "Powers", "Indemnity", "Indemnifications", "Consents", "Effective Dates", "Agreements", "Change In Control", "Specific Performance", "Vacations", "Headings", "Releases", "Governing Laws", "Payments", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Comply in all material respects with the requirements of all Laws (including the United States Foreign Corrupt Practices Act of 1977, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended)) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a)\u00a0such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b)\u00a0the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.", "references": ["Indemnifications", "Publicity", "Binding Effects", "Disclosures", "Adjustments", "Litigations", "Withholdings", "Powers", "Qualifications", "Releases", "Death", "Titles", "Remedies", "Enforceability", "Applicable Laws", "Submission To Jurisdiction", "Waivers", "Authorizations", "Vesting", "Records", "Successors", "Representations", "Waiver Of Jury Trials", "Miscellaneous", "Modifications", "Terms", "No Conflicts", "Venues", "Governing Laws", "General", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Amendment may be executed in separate counterparts (including by means of facsimile or electronic transmission), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.", "references": ["Assignments", "No Waivers", "Vacations", "No Defaults", "No Conflicts", "Miscellaneous", "Arbitration", "Payments", "Specific Performance", "Interpretations", "Insurances", "Transactions With Affiliates", "Authorizations", "Construction", "Books", "Costs", "Sales", "Confidentiality", "Integration", "Severability", "Governing Laws", "Financial Statements", "Disclosures", "Releases", "Disability", "Definitions", "Capitalization", "Non-Disparagement", "Death", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The sole general partner of Acquiror is Talon Real Estate Holding Corp. (\u201c Talon Holding \u201d). Talon Holding is a publicly-traded real estate holding corporation, but is not a real estate investment trust. Acquiror may, in its sole and absolute discretion, direct Contributor to convey the ownership interests and Project to one or more Affiliates (as defined below) of Talon Holding, and hereby directs Contributor to convey the Project to an entity to be formed, Talon Antigua , a Delaware Limited Liability Company (\u201c Subsidiary \u201d), a special purpose entity wholly-owned by Acquiror.", "references": ["Representations", "Intellectual Property", "Releases", "Survival", "Publicity", "Erisa", "Use Of Proceeds", "Specific Performance", "Governing Laws", "Terminations", "Litigations", "Construction", "Approvals", "Participations", "Assigns", "Existence", "Financial Statements", "Anti-Corruption Laws", "Authority", "Assignments", "Books", "Records", "Fees", "Waiver Of Jury Trials", "Waivers", "Agreements", "Amendments", "Interpretations", "Capitalization", "Closings", "General"], "gold": ["General"]}
+{"input": "THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, but the scope and validity of any patent or patent application shall be governed by the applicable laws of the country of the patent or patent application.", "references": ["Effective Dates", "Vesting", "Sales", "Amendments", "Liens", "Capitalization", "Taxes", "Consents", "Counterparts", "Qualifications", "Authority", "No Waivers", "Adjustments", "Fees", "Representations", "Benefits", "Expenses", "Titles", "Entire Agreements", "Costs", "Definitions", "Brokers", "Construction", "Transactions With Affiliates", "Forfeitures", "Death", "Applicable Laws", "Miscellaneous", "Financial Statements", "Enforcements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company hereby agrees to continue to employ the Executive as its Chief Executive Officer and President, and the Executive hereby agrees to continue in such position and agrees to serve the Company in such capacities during the employment period fixed by Section\u00a04 hereof (the \u201c Employment Period \u201d). During the Employment Period, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company agrees to propose to the shareholders of the Company at each applicable annual meeting occurring during the Employment Period the re-election of the Executive as a member of the Board of Directors of the Company (the \u201c Board \u201d) and the Executive shall so serve if re-elected. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company\u2019s Affiliates (as defined below) if so elected or appointed from time to time. In the event the Executive\u2019s employment with the Company terminates for any reason, the Executive\u2019s membership on the Board and the Executive\u2019s service as a director and/or officer of the Company and any of the Company\u2019s Affiliates shall also terminate, and the Executive shall be deemed to resign from the Board and from all such director and officer positions immediately upon such termination of employment, in each case, unless otherwise agreed in writing by the Company and the Executive. The Executive shall have such duties and responsibilities as are consistent with the Executive\u2019s position and as may be reasonably assigned by the Board from time to time. During the Employment Period, the Executive shall report to, and shall act in accordance with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Company.", "references": ["Further Assurances", "Financial Statements", "Adjustments", "Books", "Use Of Proceeds", "Brokers", "Construction", "Forfeitures", "Severability", "Anti-Corruption Laws", "Definitions", "No Defaults", "Modifications", "Duties", "Base Salary", "Integration", "Qualifications", "Authorizations", "Subsidiaries", "Fees", "Applicable Laws", "Non-Disparagement", "Withholdings", "Binding Effects", "Authority", "Approvals", "Warranties", "Disclosures", "Titles", "Governing Laws", "Positions"], "gold": ["Positions"]}
+{"input": "This Allonge may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.", "references": ["Records", "Waivers", "Expenses", "Litigations", "No Defaults", "Interests", "Qualifications", "Defined Terms", "Insurances", "Adjustments", "Non-Disparagement", "Further Assurances", "Compliance With Laws", "Positions", "Effectiveness", "Integration", "Terms", "Subsidiaries", "Tax Withholdings", "Existence", "Benefits", "Submission To Jurisdiction", "Change In Control", "Financial Statements", "Intellectual Property", "Warranties", "Enforcements", "Costs", "Publicity", "Liens", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company shall pay Executive base salary, subject to annual review by the Board (such base salary, as so adjusted in accordance with the normal annual review practices for senior executives of the Company, the \u201c Base Salary \u201d), at the annual rate of Three Hundred Twenty-Five Thousand Dollars ($325,000.00), less applicable taxes and required withholdings, payable in accordance with the Company\u2019s usual payroll practices. Any decrease in Executive\u2019s Base Salary shall be made only if the Company contemporaneously and proportionately decreases the base salaries of all senior executives of the Company. You will also receive a monthly automobile allowance of six hundred dollars ($600.00) and a monthly cellular telephone allowance of one hundred and seventy dollars ($170.00).", "references": ["Remedies", "Agreements", "Disclosures", "Vesting", "Brokers", "Successors", "Non-Disparagement", "Terminations", "Costs", "Authorizations", "Participations", "Specific Performance", "Vacations", "Waivers", "Transactions With Affiliates", "Sales", "Effective Dates", "Sanctions", "Solvency", "Severability", "Construction", "Counterparts", "Fees", "Arbitration", "Erisa", "Forfeitures", "Enforceability", "Publicity", "Survival", "Powers", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\u00a0 Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page\u00a0to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document.\u00a0 The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.\u00a0 With respect to Term B Lenders that have Term B Commitments, if Prior Spin-Off occurs, such Term B Lenders may become party to this Agreement by delivering an executed Term B Loan Joinder which shall serve as a counterpart to this Agreement as of the Term Loan Closing Date, and such counterpart shall constitute one and the same instrument with the other signature pages\u00a0hereto with effect from and after the delivery of the signature pages\u00a0to such Term B Loan Joinder.", "references": ["Indemnity", "Vesting", "Positions", "Miscellaneous", "Applicable Laws", "Remedies", "Organizations", "Assigns", "Assignments", "Death", "Defined Terms", "Entire Agreements", "Liens", "Use Of Proceeds", "Transactions With Affiliates", "Integration", "Publicity", "Books", "Jurisdictions", "Intellectual Property", "Warranties", "Employment", "Severability", "General", "No Waivers", "Governing Laws", "Indemnifications", "Insurances", "Duties", "Litigations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "In case any provision in or obligation hereunder or any Promissory Note or other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.", "references": ["Use Of Proceeds", "Representations", "Solvency", "No Waivers", "Binding Effects", "Venues", "Transactions With Affiliates", "Confidentiality", "Construction", "Participations", "Cooperation", "Survival", "Taxes", "Existence", "Vesting", "Agreements", "Employment", "Terms", "Modifications", "Change In Control", "Warranties", "Waivers", "Brokers", "Intellectual Property", "Releases", "Consents", "Organizations", "Payments", "Closings", "Terminations", "Severability"], "gold": ["Severability"]}
+{"input": "Set forth on Schedule 4.11 is a complete and correct list as of the Effective Date of (a)\u00a0all of the Subsidiaries of the Borrower and (b)\u00a0each Subsidiary holding ownership interests in other Subsidiaries of the Borrower, together with, for each such Subsidiary, the jurisdiction of organization of such Subsidiary. Schedule 4.11 separately identifies all Specified Subsidiaries and Material Subsidiaries as of the date hereof.", "references": ["Binding Effects", "Capitalization", "Headings", "Miscellaneous", "Representations", "Existence", "Fees", "Arbitration", "Sales", "Disability", "Further Assurances", "Titles", "General", "Entire Agreements", "Defined Terms", "No Conflicts", "No Waivers", "Notices", "Assignments", "Adjustments", "Severability", "Construction", "Interpretations", "Intellectual Property", "Erisa", "Powers", "Closings", "Indemnity", "Benefits", "Organizations", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Each party irrevocably submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby (and agrees not to commence any such suit, action or other proceeding except in such courts). Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party\u2019s respective address set forth or referred to in Section 13(k) shall be effective service of process for any such suit, action or other proceeding. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or other proceeding in (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.", "references": ["Death", "Headings", "Successors", "Non-Disparagement", "Amendments", "Participations", "Powers", "Expenses", "Intellectual Property", "Vacations", "Venues", "Counterparts", "Capitalization", "Forfeitures", "Costs", "Governing Laws", "Insurances", "Defined Terms", "Change In Control", "No Waivers", "Liens", "Withholdings", "Cooperation", "Modifications", "Books", "Organizations", "Publicity", "Remedies", "Terms", "Assigns", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Agreement, the Indenture and the Registration Rights Agreement have been duly authorized, executed and delivered by Company, and, assuming due authorization, execution and delivery by the other parties thereto, including the Trustee for purposes of the Indenture, are the legal, valid and binding obligations of Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors\u2019 rights generally or by general equitable principles.", "references": ["Anti-Corruption Laws", "Waivers", "Authorizations", "Representations", "Headings", "Survival", "Adjustments", "Liens", "Powers", "Positions", "Indemnity", "Governing Laws", "Assignments", "Payments", "Titles", "Interests", "Financial Statements", "Consent To Jurisdiction", "Disability", "Vesting", "Taxes", "Qualifications", "Existence", "Confidentiality", "Jurisdictions", "Further Assurances", "Employment", "Disclosures", "Compliance With Laws", "Warranties", "Agreements"], "gold": ["Agreements"]}
+{"input": "Any dispute or controversy arising under or in connection with this Agreement or the Employee's employment with the Company, other than injunctive relief under Section 7 hereof, shall be settled exclusively by arbitration, conducted before a single arbitrator in the location where the Company's principal business offices are located in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne equally by the Employee and the Company.", "references": ["Indemnifications", "Sanctions", "Specific Performance", "Counterparts", "Venues", "Adjustments", "Integration", "Representations", "Solvency", "Notices", "Authorizations", "Powers", "Expenses", "Payments", "Assigns", "Severability", "Fees", "Successors", "Capitalization", "Entire Agreements", "Governing Laws", "Sales", "Defined Terms", "Duties", "Releases", "Terms", "Tax Withholdings", "Participations", "Vesting", "Records", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The outstanding principal amount of the Loan shall bear interest at a rate equal to the Prime Rate plus 2% per anum and shall accrue and be payable at the Maturity Date. All computations of interest shall be made on the basis of a 360 day year consisting of 12 months of 30 days.", "references": ["Brokers", "Assigns", "Approvals", "Submission To Jurisdiction", "Insurances", "No Conflicts", "Powers", "Consents", "Severability", "Participations", "Effective Dates", "Agreements", "Construction", "Organizations", "Defined Terms", "Headings", "Non-Disparagement", "Assignments", "Litigations", "Titles", "Financial Statements", "Sanctions", "Publicity", "Death", "Change In Control", "Warranties", "Remedies", "Jurisdictions", "Disclosures", "Releases", "Interests"], "gold": ["Interests"]}
+{"input": "You will be eligible for benefits provided by the Company, from time to time, to its employees.", "references": ["Enforcements", "Amendments", "Interests", "Records", "Warranties", "Disclosures", "Enforceability", "Assigns", "Liens", "Subsidiaries", "Releases", "Effectiveness", "General", "Payments", "Representations", "Insurances", "Closings", "Vacations", "Organizations", "No Conflicts", "Authorizations", "Participations", "Jurisdictions", "Books", "Employment", "Sanctions", "Withholdings", "Successors", "Indemnifications", "Consents", "Benefits"], "gold": ["Benefits"]}
+{"input": "As a condition of employment, you agree to execute the Company\u2019s standard form of Invention, Non-Disclosure, and Non-Competition Agreement and to be bound by all of the provisions thereof. You hereby represent that you are not presently bound by any employment agreement, confidential or proprietary information agreement, or similar agreement with any current or previous employer that would impose any restriction on your acceptance of this offer or that would interfere with your ability to fulfill the responsibilities of your position with the Company.", "references": ["Vacations", "Severability", "No Defaults", "Indemnity", "Confidentiality", "Disability", "Disclosures", "Anti-Corruption Laws", "Books", "No Waivers", "Amendments", "Cooperation", "Organizations", "Waivers", "Existence", "Remedies", "Entire Agreements", "Vesting", "Effectiveness", "Adjustments", "Solvency", "Defined Terms", "Brokers", "Counterparts", "Duties", "Use Of Proceeds", "Sanctions", "Arbitration", "Further Assurances", "Effective Dates", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "If any provision of this Agreement is held invalid, such invalidation shall not affect other provisions of this Agreement and, to this end, the provisions of this Agreement are declared to be severable; provided , however , that if, pursuant to any action brought by Marshall, the release set forth in Section\u00a06(a)\u00a0or any part thereof is declared or adjudged invalid or unenforceable for any reason and, as a result, a claim covered by and released in Section\u00a06(a)\u00a0(had Section\u00a06(a)\u00a0or part thereof not been declared or adjudged invalid or unenforceable) is brought by Marshall against the Company, Mack-Cali or any of the Company Releasees, the entire Agreement shall be a nullity and all consideration provided in Section\u00a03 of this Agreement shall be repaid by Marshall to the Company.", "references": ["Capitalization", "Duties", "Change In Control", "Sales", "Authority", "Remedies", "Financial Statements", "Benefits", "Non-Disparagement", "Waivers", "Jurisdictions", "Closings", "Withholdings", "Organizations", "Releases", "No Waivers", "Headings", "Litigations", "Successors", "Expenses", "Agreements", "Death", "Qualifications", "Interests", "Erisa", "Positions", "Approvals", "Employment", "Anti-Corruption Laws", "Assignments", "Severability"], "gold": ["Severability"]}
+{"input": "The Borrower will (i) maintain its corporate existence and (ii) comply, and cause each Subsidiary to comply, with all applicable laws, statutes, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and applicable Environmental Laws, except for any non-compliance which would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["Agreements", "Assigns", "Tax Withholdings", "Payments", "Notices", "Erisa", "Transactions With Affiliates", "Taxes", "Interests", "Warranties", "Positions", "Confidentiality", "Effective Dates", "Entire Agreements", "Consent To Jurisdiction", "Vacations", "Closings", "Disability", "Effectiveness", "Construction", "Employment", "Use Of Proceeds", "Expenses", "Binding Effects", "Enforcements", "Counterparts", "Indemnity", "Governing Laws", "Subsidiaries", "Consents", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each of the ABL Agent and the Term Agent is hereby authorized to demand specific performance of this Agreement, whether or not any relevant Loan Party shall have complied with any of the provisions of any of the Credit Documents, at any time when the other Party shall have failed to comply with any of the provisions of this Agreement applicable to it. Each of the ABL Agent, for and on behalf of itself and the ABL Credit Parties, and the Term Agent, for and on behalf of itself and the Term Credit Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.", "references": ["Closings", "Existence", "Books", "Vacations", "Adjustments", "Compliance With Laws", "Successors", "Headings", "Authorizations", "Authority", "Qualifications", "Vesting", "Records", "Amendments", "Modifications", "Governing Laws", "Consent To Jurisdiction", "Consents", "Enforcements", "Brokers", "Forfeitures", "No Waivers", "Fees", "Representations", "Assigns", "Assignments", "Employment", "Interests", "Erisa", "Indemnifications", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "This Agreement may be executed simultaneously in two (2) counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.", "references": ["Releases", "Venues", "Tax Withholdings", "No Defaults", "Death", "Capitalization", "Change In Control", "Consents", "Publicity", "Fees", "Enforcements", "Forfeitures", "Vesting", "Costs", "Assigns", "Brokers", "Employment", "Jurisdictions", "Survival", "Waivers", "Further Assurances", "Powers", "Construction", "Notices", "Warranties", "Non-Disparagement", "No Conflicts", "Entire Agreements", "Compliance With Laws", "Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The proceeds of the Loans will be used for general investment and general partnership, limited liability company, corporate and other purposes of the Loan Parties and the Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not directly or indirectly use the proceeds of any Borrowing or Letter of Credit, (i)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii)\u00a0in any manner that would result in the violation by the Lenders of any Sanctions.", "references": ["Assignments", "No Defaults", "Approvals", "Counterparts", "General", "Agreements", "Indemnifications", "Forfeitures", "Non-Disparagement", "Vacations", "Organizations", "Waiver Of Jury Trials", "Base Salary", "Representations", "Entire Agreements", "Governing Laws", "Books", "Specific Performance", "Expenses", "Interpretations", "Applicable Laws", "Taxes", "Fees", "Powers", "Records", "Severability", "Waivers", "Enforceability", "Participations", "Indemnity", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Administrative Agent shall have received a copy of the appropriate IRS Form W-8 or W-9, as applicable, for each Loan Party, in each case, properly completed and signed.", "references": ["Waivers", "Amendments", "Use Of Proceeds", "Closings", "Subsidiaries", "Financial Statements", "Interpretations", "Effectiveness", "Publicity", "Authority", "Death", "Construction", "Existence", "Organizations", "Sales", "Adjustments", "Consent To Jurisdiction", "Further Assurances", "Enforceability", "Taxes", "Counterparts", "Non-Disparagement", "Successors", "No Conflicts", "Assignments", "Miscellaneous", "Terminations", "Entire Agreements", "Applicable Laws", "Transactions With Affiliates", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Borrower will not, and will not permit the Company or any Subsidiary to, make or offer to make any payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds (whether scheduled or voluntary) with respect to principal or interest on any Indebtedness which is subordinate to the Obligations if such action would violate the subordination terms applicable to such Indebtedness.", "references": ["Assignments", "Waivers", "Enforcements", "Insurances", "Warranties", "Withholdings", "Existence", "Change In Control", "Effective Dates", "Fees", "Costs", "Sales", "Intellectual Property", "Confidentiality", "No Waivers", "Specific Performance", "Indemnifications", "Subsidiaries", "Records", "Submission To Jurisdiction", "Binding Effects", "Waiver Of Jury Trials", "Venues", "Arbitration", "Powers", "Interests", "Terms", "Financial Statements", "Vacations", "Duties", "Payments"], "gold": ["Payments"]}
+{"input": "No Party will have the right to assign this Agreement, in whole or in part, by operation of law or otherwise, without the other Party\u2019s express prior written consent. Any attempt to assign this Agreement without such consent, will be null and void. Notwithstanding the foregoing, any Party may assign this Agreement, in whole or in part, without the consent of the other Party: (a) to a Third Party that succeeds to all or substantially all of its assets or business related to this Agreement (whether by sale, merger, operation of law or otherwise); or (b) to an Affiliate of such Party. Notwithstanding the foregoing, Buyer may assign this Agreement, in whole or in part, without Seller\u2019s consent, to any purchaser, transferee, or assignee of any of the Purchased Assets. For the avoidance of doubt, no assignment made pursuant to this Section 11.7 shall relieve the assigning Party of any of its obligations under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party\u2019s successors and permitted assigns.", "references": ["Approvals", "Further Assurances", "Positions", "No Defaults", "Insurances", "Use Of Proceeds", "Cooperation", "Liens", "Applicable Laws", "General", "Transactions With Affiliates", "Notices", "No Waivers", "Existence", "Sanctions", "Change In Control", "Forfeitures", "Defined Terms", "Agreements", "Death", "Erisa", "Taxes", "Participations", "Adjustments", "Publicity", "Definitions", "Disclosures", "Compliance With Laws", "Powers", "Warranties", "Assignments"], "gold": ["Assignments"]}
+{"input": "The provisions of the various sections of this Agreement which by their terms call for performance subsequent to the expiration or termination of this Agreement or the Employment Period shall survive such expiration or termination.", "references": ["Confidentiality", "Assigns", "Construction", "Defined Terms", "Jurisdictions", "Binding Effects", "Litigations", "Sales", "Capitalization", "Disclosures", "Interpretations", "Organizations", "Taxes", "Amendments", "Submission To Jurisdiction", "Sanctions", "Disability", "Releases", "Indemnity", "Qualifications", "Headings", "Fees", "No Conflicts", "Duties", "Integration", "Benefits", "Existence", "Erisa", "Definitions", "Severability", "Survival"], "gold": ["Survival"]}
+{"input": "This Option shall be governed by and construed in accordance with the federal laws of the United States and the laws of the State of Delaware (without regard to any provision that would result in the application of the laws of any other state or jurisdiction).", "references": ["No Defaults", "Remedies", "Consents", "Miscellaneous", "Indemnifications", "Jurisdictions", "Qualifications", "Anti-Corruption Laws", "Vesting", "Terminations", "Existence", "Notices", "Employment", "Disclosures", "Modifications", "Amendments", "Litigations", "Submission To Jurisdiction", "Definitions", "Sales", "Representations", "Costs", "Fees", "Enforceability", "Arbitration", "Consent To Jurisdiction", "Records", "Intellectual Property", "Titles", "Headings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The obligations of the Obligors under Sections\u00a05.01, 5.04, 5.05 and 13.02 shall survive the repayment of the Loans and the termination of the Commitment and, in the case of any assignment by the Lender of any interest in the Commitment or Loans hereunder, shall survive, in the case of any event or circumstance that occurred prior to the effective date of such assignment, the making of such assignment, notwithstanding that the Lender may cease to be the \u201cLender\u201d hereunder. In addition, each representation and warranty made, or deemed to be made by a notice of any Loan, herein or pursuant hereto shall survive the making of such representation and warranty.", "references": ["Representations", "Anti-Corruption Laws", "Governing Laws", "Disclosures", "Enforceability", "Applicable Laws", "Notices", "Benefits", "Forfeitures", "Disability", "Defined Terms", "Further Assurances", "Base Salary", "Miscellaneous", "Sales", "Authority", "Existence", "Counterparts", "Submission To Jurisdiction", "Arbitration", "Modifications", "Waiver Of Jury Trials", "Liens", "Adjustments", "Transactions With Affiliates", "Financial Statements", "Death", "Expenses", "Construction", "Effectiveness", "Survival"], "gold": ["Survival"]}
+{"input": "Subject to the terms and conditions set forth herein, the Borrower may request that standby letters of credit denominated in Dollars be issued under this Agreement for its own account or the account of any Restricted Subsidiary at any time and from time to time during the Revolving Commitment Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.", "references": ["Entire Agreements", "Construction", "Binding Effects", "Enforcements", "Sanctions", "Venues", "Approvals", "Forfeitures", "Withholdings", "Jurisdictions", "Duties", "Confidentiality", "Financial Statements", "Effective Dates", "Effectiveness", "Assigns", "Solvency", "Severability", "Insurances", "Non-Disparagement", "Benefits", "Publicity", "Consent To Jurisdiction", "Transactions With Affiliates", "Adjustments", "No Waivers", "Records", "No Defaults", "Cooperation", "Sales", "General"], "gold": ["General"]}
+{"input": "The Executive agrees and acknowledges that Sections 10 and 11 of the Employment Agreement shall survive termination of Executive\u2019s Employment Agreement in accordance with its terms, including, without limitation, the confidentiality, non-competition and non-solicitation covenants contained therein.", "references": ["Vesting", "Qualifications", "Use Of Proceeds", "Compliance With Laws", "Liens", "Publicity", "Consents", "Remedies", "Forfeitures", "Benefits", "Entire Agreements", "Death", "Warranties", "Existence", "Records", "Financial Statements", "Notices", "Authority", "Releases", "Severability", "Authorizations", "Solvency", "Closings", "Fees", "General", "Agreements", "Arbitration", "Duties", "Approvals", "No Defaults", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "(a) The Borrowers agree to pay to the Administrative Agent for the ratable benefit of the Lenders commitment fees (collectively, \u201c Commitment Fees \u201d), for the period from and including the Effective Date to the Maturity Date, computed at the Applicable Margin times the average daily amount of the Unused Commitment during the period from and including the date hereof to but excluding the Maturity Date. Accrued Commitment Fees as of the last Business Day of each calendar quarter shall be payable in arrears on the immediately succeeding Quarterly Payment Date and on the date on which the Revolving Loan Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Representations", "Sanctions", "Change In Control", "Compliance With Laws", "Successors", "Costs", "Duties", "Payments", "Waivers", "No Conflicts", "Survival", "Remedies", "Interests", "Base Salary", "Organizations", "Governing Laws", "No Waivers", "Severability", "Confidentiality", "Entire Agreements", "Indemnity", "Withholdings", "Specific Performance", "Closings", "Effectiveness", "Construction", "Positions", "Qualifications", "Binding Effects", "Miscellaneous", "Fees"], "gold": ["Fees"]}
+{"input": "Borrower will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents, including, if applicable, completion of all flood insurance documentation and diligence and coverage in accordance with the Flood Disaster Protection Act of 1973, as amended (the \u201c Additional Documents \u201d) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent\u2019s Liens in all of the assets of Borrower and its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property acquired by Borrower or any other Loan Party, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not apply to any Subsidiary of Borrower that is a CFC if providing such documents would result in adverse tax consequences or the costs to the Loan Parties of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby. To the maximum extent permitted by applicable law, if Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party\u2019s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of Borrower and its Subsidiaries, including all of the outstanding capital Equity Interests of Borrower\u2019s Subsidiaries (subject to exceptions and limitations contained in the Loan Documents with respect to CFCs). With respect to any Real Property acquired by Borrower or any other Loan Party on which Agent will be taking a Lien, (x)\u00a0Borrower will give Agent no less than forty five (45)\u00a0days\u2019 prior written notice of such acquisition, (y)\u00a0Borrower or such other Loan Party, as applicable, may not grant a Lien on such Real Property in favor of Agent until the completion of all flood insurance documentation and diligence and coverage in accordance with the Flood Disaster Protection Act of 1973, as amended, by all Lenders and, (z)\u00a0in the event that any such Real Property is located in any area that has been designated by the Federal Emergency Management Agency as a \u201cSpecial Flood Hazard Area\u201d, Borrower and Loan Parties will maintain flood insurance with respect to such Real Property Collateral (including any personal property which is located thereon) complying with the Flood Disaster Protection Act of 1973, as amended from time to time, in an amount satisfactory to all Lenders and otherwise satisfactory to all Lenders.", "references": ["Arbitration", "No Defaults", "Disclosures", "Remedies", "Positions", "Assignments", "Transactions With Affiliates", "Venues", "Non-Disparagement", "Intellectual Property", "Representations", "Organizations", "Financial Statements", "Headings", "Submission To Jurisdiction", "Expenses", "Effective Dates", "Consent To Jurisdiction", "Capitalization", "Litigations", "Governing Laws", "Interpretations", "Indemnity", "Forfeitures", "Waivers", "Publicity", "Vacations", "Fees", "Modifications", "Death", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The term of this Agreement will begin on the Effective Date and will end on the three-year anniversary of such date (the \u201c Term \u201d). After such initial three-year period, the Term will renew for renewal periods of one year each unless either party gives the other written notice of intent not to renew at least sixty (60) days prior to such date. The parties hereto agree that, upon the expiration of the Term, the Executive\u2019s employment with the Company will terminate and the Executive will not be entitled to any further compensation, except as otherwise expressly provided in this Agreement. The Company will be under no obligation whatsoever to renew or continue the employment of the Executive beyond the Term.", "references": ["Assignments", "Jurisdictions", "Brokers", "Enforceability", "Approvals", "Integration", "Change In Control", "Organizations", "Books", "Effective Dates", "Defined Terms", "Payments", "Confidentiality", "Existence", "Capitalization", "Waiver Of Jury Trials", "Liens", "Authorizations", "Cooperation", "Sanctions", "Interpretations", "Sales", "Warranties", "Records", "Erisa", "Releases", "Governing Laws", "Applicable Laws", "Specific Performance", "Indemnifications", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement shall not be amended, supplemented, terminated or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.", "references": ["Closings", "Consent To Jurisdiction", "Arbitration", "Vacations", "Interpretations", "Solvency", "No Defaults", "Cooperation", "Representations", "Effectiveness", "Applicable Laws", "Warranties", "Organizations", "Notices", "Publicity", "Assigns", "Titles", "Expenses", "Benefits", "Consents", "Adjustments", "Erisa", "Duties", "Construction", "Capitalization", "Sanctions", "Positions", "Releases", "Entire Agreements", "Taxes", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Company, its Parent and Subsidiaries are authorized to withhold from any Award granted or to be settled, any delivery of Stock in connection with an Award, any other payment relating to an Award or any payroll or other payment to a Participant amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company, its Parent and Subsidiaries and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.\u00a0This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant\u2019s tax obligations.", "references": ["General", "Erisa", "Interpretations", "Integration", "Authorizations", "Withholdings", "Participations", "Sales", "Remedies", "Counterparts", "Notices", "Specific Performance", "Solvency", "Submission To Jurisdiction", "Death", "Costs", "Arbitration", "Transactions With Affiliates", "Further Assurances", "Agreements", "Miscellaneous", "Releases", "Definitions", "Organizations", "Vesting", "Financial Statements", "Venues", "Defined Terms", "Entire Agreements", "Books", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each party to this Agreement shall provide the other party with reasonable access to all relevant documents, data and other information which may be required by the other party for the purpose of preparing tax returns and responding to any audit by any taxing jurisdiction.\u00a0 Each party to this Agreement shall cooperate with all reasonable requests of the other party made in connection with contesting the imposition of taxes.\u00a0 Notwithstanding anything to the contrary in this Agreement, neither party to this Agreement shall be required at any time to disclose to the other party any tax returns or other confidential tax information.", "references": ["Disability", "Assignments", "Positions", "Severability", "Governing Laws", "Fees", "Existence", "Erisa", "Participations", "Powers", "Death", "Releases", "Miscellaneous", "Qualifications", "Jurisdictions", "Submission To Jurisdiction", "Publicity", "No Waivers", "Successors", "Remedies", "Enforcements", "Liens", "Anti-Corruption Laws", "Authorizations", "Indemnity", "Subsidiaries", "Costs", "Confidentiality", "Interpretations", "Entire Agreements", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "All notices herein required shall be in writing and shall be served on the parties at the addresses, email addresses or fax numbers set forth below. Notices shall be deemed to have been properly delivered: (a)\u00a0upon receipt when hand delivered during normal business hours, or the following business day if hand delivered after normal business hours or on a day which is not a business day; (b)\u00a0upon receipt when sent by facsimile to the number set forth below; (c)\u00a0upon the day of delivery if the notice has been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that, the sender has in its possession the return receipt to prove actual delivery); (d) one business day after the notice has been deposited with either Federal Express or United Parcel Service or similar nationally recognized overnight carrier to be delivered by overnight delivery (provided that, the sending party receives a confirmation of actual delivery from the courier); or I upon delivery when sent by email transmission to the email address set forth herein.", "references": ["Jurisdictions", "Fees", "No Waivers", "Confidentiality", "Base Salary", "Effectiveness", "Books", "Tax Withholdings", "Publicity", "Positions", "Anti-Corruption Laws", "Solvency", "Entire Agreements", "Use Of Proceeds", "Expenses", "Disability", "Governing Laws", "Integration", "Applicable Laws", "Cooperation", "Adjustments", "Binding Effects", "No Defaults", "Agreements", "Releases", "General", "Brokers", "Assignments", "Costs", "Records", "Notices"], "gold": ["Notices"]}
+{"input": "The Executive shall receive an initial Base Salary at the annual rate of $800,000.00, with such Base Salary payable in installments consistent with the Company\u2019s normal payroll schedule, subject to applicable withholding and taxes, and pro-rated for partial years. During the Term of Employment, the Base Salary shall be reviewed at such time as the salaries of other executives of the Company are reviewed generally. If the Base Salary is adjusted, such adjustment to Base Salary shall be made for all purposes of this Agreement.", "references": ["Counterparts", "Tax Withholdings", "Waivers", "Non-Disparagement", "Remedies", "Applicable Laws", "Existence", "Brokers", "Capitalization", "No Waivers", "Severability", "Specific Performance", "Miscellaneous", "Qualifications", "Disclosures", "Enforcements", "Notices", "Indemnifications", "Integration", "Assigns", "Further Assurances", "Authorizations", "Assignments", "Releases", "Litigations", "Cooperation", "Payments", "Duties", "Warranties", "Sanctions", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Buyer and Seller agree that they have entered into this Agreement in good faith and each agreement to cooperate in a reasonable manner to cause the terms and conditions to be fully and completely executed.", "references": ["Titles", "Disclosures", "Further Assurances", "Financial Statements", "Base Salary", "Vacations", "Liens", "Submission To Jurisdiction", "Remedies", "Assigns", "Construction", "Enforcements", "Participations", "Capitalization", "Miscellaneous", "Non-Disparagement", "Fees", "Books", "Brokers", "Compliance With Laws", "Modifications", "No Defaults", "Counterparts", "Terms", "Change In Control", "Tax Withholdings", "Enforceability", "No Conflicts", "Definitions", "Assignments", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "No Default or Event of Default shall have occurred and be continuing on the Closing Date and on the date of each Loan or will exist after giving effect to the Loan made on such date.", "references": ["Waiver Of Jury Trials", "Definitions", "Enforcements", "Disclosures", "Withholdings", "Interpretations", "No Waivers", "Consents", "Headings", "Releases", "Successors", "Specific Performance", "Use Of Proceeds", "Change In Control", "Entire Agreements", "Books", "Further Assurances", "Miscellaneous", "Titles", "Submission To Jurisdiction", "Agreements", "Participations", "Assignments", "Applicable Laws", "Expenses", "Qualifications", "Base Salary", "Litigations", "Brokers", "Positions", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Upon request by either Party from time to time during the Term, each Party hereto agrees to execute and deliver all such other and additional instruments, notices and other documents and do all such other acts and things as may be reasonably necessary to carry out the purposes of this Agreement and to more fully assure the Parties\u2019 rights and interests provided for hereunder.", "references": ["Authority", "Miscellaneous", "Severability", "Use Of Proceeds", "Waiver Of Jury Trials", "Change In Control", "Venues", "Waivers", "Construction", "No Defaults", "Solvency", "Submission To Jurisdiction", "Adjustments", "Vacations", "Taxes", "Qualifications", "Benefits", "Forfeitures", "No Conflicts", "Survival", "Binding Effects", "Liens", "Integration", "Enforceability", "Consents", "Litigations", "Vesting", "Defined Terms", "Authorizations", "Withholdings", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 55,556 shares. Upon receiving the Purchaser\u2019s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section 2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).", "references": ["Severability", "Tax Withholdings", "Death", "Qualifications", "Amendments", "Indemnity", "General", "Cooperation", "Disability", "Waivers", "Venues", "Solvency", "Warranties", "Terms", "Payments", "Anti-Corruption Laws", "Insurances", "Subsidiaries", "Records", "Adjustments", "Defined Terms", "Existence", "Erisa", "Use Of Proceeds", "Vacations", "Miscellaneous", "Applicable Laws", "Disclosures", "Submission To Jurisdiction", "Base Salary", "Closings"], "gold": ["Closings"]}
+{"input": "The agreements in this Section shall survive the resignation of the Administrative Agent and any L/C Issuer, the replacement of any Lender (by assignment or otherwise), the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Duties", "Erisa", "Arbitration", "Disability", "Releases", "Insurances", "Indemnifications", "Participations", "Solvency", "Binding Effects", "Approvals", "Venues", "Consents", "Successors", "Assignments", "Miscellaneous", "Intellectual Property", "Amendments", "Severability", "Authorizations", "Further Assurances", "Vesting", "Anti-Corruption Laws", "Remedies", "Effective Dates", "Litigations", "Representations", "Fees", "Defined Terms", "Integration", "Survival"], "gold": ["Survival"]}
+{"input": "All covenants, agreements and Representations and Warranties made by Borrower in this Agreement shall, notwithstanding any investigation by Bank, be deemed material and have been relied upon by Bank and shall survive the execution and delivery to Bank of this Agreement.", "references": ["Change In Control", "Sales", "Payments", "Brokers", "Fees", "Disclosures", "No Defaults", "Non-Disparagement", "Approvals", "Solvency", "No Waivers", "Tax Withholdings", "Records", "Construction", "Agreements", "Assigns", "Costs", "Books", "Financial Statements", "Effectiveness", "Employment", "Forfeitures", "Binding Effects", "Enforceability", "Jurisdictions", "Counterparts", "Entire Agreements", "Terms", "Specific Performance", "Integration", "Survival"], "gold": ["Survival"]}
+{"input": "Without Lender\u2019s prior written consent, no Borrower shall create, incur, assume, permit or suffer to exist any Lien on all or any portion of any Property or any direct or indirect legal or beneficial ownership interest in any Borrower, except Liens in favor of Lender and Permitted Encumbrances, unless such Lien is bonded or discharged within thirty (30) days after any Borrower first receives notice of such Lien. Provided, however , after prior notice to Lender, a Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Liens, provided that (i) no Event of Default remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrowers shall promptly upon final determination thereof pay the amount of any such Liens, together with all costs, interest and penalties which may be payable in connection therewith; (v) to insure the payment of such Liens, Borrowers shall deliver to Lender either (A) cash, or other security as may be approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Lender in its reasonable discretion, (vi) failure to pay such Liens will not subject Lender to any civil or criminal liability, (vii)\u00a0such contest shall not materially and adversely affect the ownership, use or occupancy of the Property, and (viii)\u00a0Borrowers shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section\u00a05.27 . Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.", "references": ["Expenses", "Payments", "Anti-Corruption Laws", "Non-Disparagement", "Governing Laws", "Assigns", "Indemnifications", "Compliance With Laws", "Disability", "Existence", "Further Assurances", "Costs", "Effectiveness", "Miscellaneous", "Death", "No Defaults", "Sales", "Financial Statements", "Solvency", "Effective Dates", "Benefits", "Binding Effects", "Entire Agreements", "Publicity", "Taxes", "Insurances", "Litigations", "Amendments", "Enforceability", "Releases", "Liens"], "gold": ["Liens"]}
+{"input": "Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction. Should any ruling or illegality, invalidity or unenforceability be obtained, this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. In addition, if such term or provision could be drawn more narrowly so as not to be illegal, invalid, prohibited or unenforceable in such jurisdiction, it shall be so narrowly drawn, as to such jurisdiction, without invalidating the remaining terms and provisions of this Agreement or affecting the legality, validity or enforceability of such term or provision in any other jurisdiction.", "references": ["Disclosures", "Payments", "Subsidiaries", "Counterparts", "Authorizations", "Enforceability", "Duties", "Assigns", "Amendments", "Miscellaneous", "Waivers", "Successors", "Construction", "Terms", "Consents", "Sales", "Titles", "Cooperation", "Arbitration", "Assignments", "Qualifications", "No Defaults", "Transactions With Affiliates", "Brokers", "Indemnity", "Specific Performance", "Terminations", "Existence", "Further Assurances", "General", "Severability"], "gold": ["Severability"]}
+{"input": "Whenever under this Agreement it becomes necessary to give notice, such notice shall be in writing, signed by the party or parties giving or making the same, and shall be served on the person or persons for whom it is intended or who should be advised or notified, by Federal Express or other similar overnight service or by certified or registered mail, return receipt requested, postage prepaid and addressed to such party at the address set forth below or at such other address as may be designated by such party by like notice.", "references": ["Vesting", "Costs", "Assigns", "Taxes", "Amendments", "Binding Effects", "Compliance With Laws", "Interests", "Further Assurances", "Qualifications", "Assignments", "Intellectual Property", "Brokers", "Terms", "Employment", "Capitalization", "Modifications", "Expenses", "Applicable Laws", "Tax Withholdings", "Anti-Corruption Laws", "No Defaults", "Jurisdictions", "Transactions With Affiliates", "Disclosures", "Non-Disparagement", "Insurances", "Enforcements", "Severability", "General", "Notices"], "gold": ["Notices"]}
+{"input": "Borrower and Guarantor shall take any action reasonably requested by Administrative Agent to carry out the intent of this Agreement.", "references": ["Withholdings", "Agreements", "Waivers", "Releases", "Survival", "Transactions With Affiliates", "Interests", "Brokers", "Publicity", "Intellectual Property", "Erisa", "Amendments", "Qualifications", "Tax Withholdings", "Vacations", "Further Assurances", "Indemnifications", "Counterparts", "Headings", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Sales", "Fees", "Records", "Taxes", "Adjustments", "Closings", "Approvals", "Severability", "Terminations", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "During the Consulting Period and thereafter, Peterson shall cooperate with the Digital Group, upon the reasonable request of the Company, with respect to any internal investigation or administrative, regulatory, or judicial proceeding involving matters that arose during Peterson\u2019s employment with the Company (including, without limitation, Peterson being available to the Digital Group upon reasonable notice for interviews and factual investigations, appearing at the reasonable request of the Company to give testimony without requiring service of a subpoena or other legal process, and turning over to the Digital Group all relevant Digital Group documents which are or may have come into Peterson\u2019s possession during his employment); provided, however , that any such request by the Company shall not be unduly burdensome or unreasonably interfere with Peterson\u2019s personal schedule or ability to engage in gainful employment and the Company shall reimburse Peterson for any actual, reasonable, out-of-pocket expenses incurred in connection with providing any such cooperation.", "references": ["Expenses", "Authorizations", "Applicable Laws", "Transactions With Affiliates", "Sanctions", "Amendments", "Survival", "Publicity", "Arbitration", "No Conflicts", "Insurances", "Terms", "Terminations", "Authority", "Adjustments", "Benefits", "Duties", "Anti-Corruption Laws", "Organizations", "Effectiveness", "Notices", "Non-Disparagement", "Enforcements", "Forfeitures", "Intellectual Property", "Specific Performance", "Assigns", "Brokers", "Entire Agreements", "Litigations", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "All amounts due, owing and unpaid from time to time by any Guarantor hereunder shall bear interest at the interest rate per annum then chargeable with respect to the Loans (without duplication of interest on the underlying Obligation).", "references": ["Terms", "Positions", "Qualifications", "Benefits", "Tax Withholdings", "Definitions", "Records", "Authority", "Authorizations", "Submission To Jurisdiction", "Non-Disparagement", "Adjustments", "Forfeitures", "Change In Control", "Costs", "Survival", "Effectiveness", "Notices", "Venues", "Waiver Of Jury Trials", "No Defaults", "Fees", "Waivers", "Severability", "Jurisdictions", "No Waivers", "Financial Statements", "Intellectual Property", "Use Of Proceeds", "Indemnifications", "Interests"], "gold": ["Interests"]}
+{"input": "This Agreement, the Warrant and the Certificate of Designation constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.", "references": ["Records", "Disability", "Construction", "Venues", "Terminations", "Adjustments", "Books", "Participations", "Costs", "Releases", "Taxes", "Withholdings", "Amendments", "Submission To Jurisdiction", "Miscellaneous", "Change In Control", "Interests", "Consent To Jurisdiction", "Publicity", "Payments", "Fees", "Representations", "Interpretations", "Qualifications", "Financial Statements", "Authorizations", "Transactions With Affiliates", "Assignments", "Vesting", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Notice, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) relating to the subject matter hereof. In the event of a conflict between any provisions of the Plan, the Notice and/or this Agreement, the Plan shall control, or, if the Plan should be inapplicable, then this Agreement shall control.", "references": ["Integration", "Adjustments", "Specific Performance", "Participations", "Liens", "Defined Terms", "Erisa", "Subsidiaries", "Confidentiality", "Notices", "Amendments", "Indemnifications", "Arbitration", "Terminations", "No Defaults", "Remedies", "Costs", "Submission To Jurisdiction", "Compliance With Laws", "Releases", "Expenses", "Employment", "Approvals", "Consent To Jurisdiction", "Counterparts", "Indemnity", "Warranties", "Authority", "Applicable Laws", "Benefits", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may not be amended except by an instrument in writing signed by each of the Parties.", "references": ["Records", "Venues", "Consent To Jurisdiction", "Agreements", "Tax Withholdings", "Binding Effects", "Disability", "No Waivers", "Qualifications", "Assignments", "Base Salary", "Death", "Terms", "Financial Statements", "Participations", "Brokers", "Sales", "Defined Terms", "Titles", "Miscellaneous", "Survival", "Benefits", "Effective Dates", "Solvency", "Headings", "Cooperation", "Waiver Of Jury Trials", "Warranties", "Duties", "Compliance With Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "Talk Focus has not entered into any contract with any person, firm or other entity that would obligate Talk Focus or TRON to pay any commission, brokerage or finders\u2019 fee in connection with the transactions contemplated herein.", "references": ["Duties", "Erisa", "Transactions With Affiliates", "Representations", "No Conflicts", "Existence", "Agreements", "Anti-Corruption Laws", "Successors", "Use Of Proceeds", "Severability", "Records", "Authorizations", "Jurisdictions", "Interpretations", "Closings", "Indemnifications", "Compliance With Laws", "Subsidiaries", "Assigns", "General", "Approvals", "Organizations", "Positions", "Construction", "Qualifications", "Taxes", "Consent To Jurisdiction", "Fees", "Survival", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, New Castle County as its agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware and (d) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.", "references": ["Successors", "Erisa", "Integration", "Interpretations", "Arbitration", "Disclosures", "Anti-Corruption Laws", "Cooperation", "Death", "Entire Agreements", "Capitalization", "Taxes", "Effective Dates", "Counterparts", "Effectiveness", "Assignments", "Remedies", "Forfeitures", "Base Salary", "Financial Statements", "Qualifications", "Fees", "Solvency", "Construction", "Adjustments", "Vesting", "Litigations", "Disability", "Assigns", "Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company shall, by 9:30 a.m. (New York City time) on the date following the date of execution hereof, file a Current Report on Form 8-K disclosing the material terms of this Agreement, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the filing of the Form 8-K as provided in the preceding sentence, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Consents", "Confidentiality", "Closings", "Authorizations", "Qualifications", "Modifications", "Participations", "Intellectual Property", "Headings", "Non-Disparagement", "Severability", "Arbitration", "Vacations", "Positions", "Sanctions", "Enforcements", "Cooperation", "Interests", "Assignments", "Change In Control", "Effectiveness", "Defined Terms", "Agreements", "Submission To Jurisdiction", "Specific Performance", "Litigations", "Withholdings", "Powers", "Enforceability", "Interpretations", "Publicity"], "gold": ["Publicity"]}
+{"input": "No broker, investment banker, financial advisor or other Person is entitled to any broker\u2019s, finder\u2019s, financial advisor\u2019s or other similar fee or commission for which Buyer could become responsible in connection with the Contemplated Transactions based upon arrangements made by or on behalf of any Seller.", "references": ["Terms", "Positions", "Organizations", "Terminations", "Remedies", "Approvals", "Benefits", "Agreements", "Submission To Jurisdiction", "No Conflicts", "Use Of Proceeds", "Anti-Corruption Laws", "Liens", "Representations", "Enforceability", "Solvency", "Amendments", "Powers", "Applicable Laws", "Duties", "Death", "No Defaults", "Counterparts", "Books", "Base Salary", "Erisa", "Records", "Severability", "Expenses", "Employment", "Brokers"], "gold": ["Brokers"]}
+{"input": "The JSC will have only the powers assigned expressly to it in this Article 3 and elsewhere in this Agreement, and will not have any power to amend, modify or waive compliance with this Agreement.\u00a0 In furtherance thereof, each Party will retain the rights, powers and discretion granted to it under this Agreement and no such rights, powers or discretion will be delegated to or vested in the JSC unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. The JSC shall be [***] on the [***] of the [***] or the [***].", "references": ["Interpretations", "Further Assurances", "General", "Intellectual Property", "Entire Agreements", "Consent To Jurisdiction", "Defined Terms", "Agreements", "Confidentiality", "Governing Laws", "Successors", "Erisa", "Survival", "Transactions With Affiliates", "Effectiveness", "Releases", "Representations", "Waiver Of Jury Trials", "Assignments", "Terms", "Notices", "Consents", "Positions", "Costs", "Taxes", "No Waivers", "Remedies", "Vacations", "Interests", "Records", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or understandings between the parties relating thereto.", "references": ["Forfeitures", "Compliance With Laws", "Binding Effects", "Employment", "Qualifications", "Vacations", "Enforceability", "Existence", "Sales", "Disclosures", "Withholdings", "Headings", "Assigns", "Terms", "Insurances", "Subsidiaries", "Consent To Jurisdiction", "Authority", "Fees", "Adjustments", "Non-Disparagement", "Brokers", "Use Of Proceeds", "Submission To Jurisdiction", "Enforcements", "Base Salary", "Payments", "Applicable Laws", "Severability", "Taxes", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Employer may assign its interest and rights under this Agreement at its sole discretion and without approval of Executive to a successor in interest by the Employer\u2019s merger, consolidation or other form of business combination with or into a third party where the Employer\u2019s stockholders before such event do not control a majority of the resulting business entity after such event. All rights and entitlements arising from this Agreement, including but not limited to those protective covenants and prohibitions set forth in the Confidentiality, Non-Solicitation and Non-Compete Agreement attached as Addendum A and incorporated into this Agreement shall inure to the benefit of any purchaser, assignor or transferee of this Agreement and shall continue to be enforceable to the extent allowable under applicable law. Neither this Agreement, nor the employment status conferred with its execution is assignable or subject to transfer in any manner by Executive.", "references": ["Waivers", "Sales", "Benefits", "Further Assurances", "Defined Terms", "Solvency", "Submission To Jurisdiction", "Transactions With Affiliates", "No Waivers", "Change In Control", "Existence", "Severability", "Non-Disparagement", "Use Of Proceeds", "Taxes", "Headings", "Terminations", "Death", "Titles", "Payments", "Liens", "Effectiveness", "Organizations", "Releases", "Powers", "Litigations", "Positions", "Applicable Laws", "Confidentiality", "Capitalization", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. Delivery of an executed counterpart hereof, or a signature page\u00a0hereto, by facsimile or in a .pdf or similar file shall be effective as delivery of an originally executed counterpart hereof.", "references": ["Representations", "Interests", "Disability", "Integration", "Intellectual Property", "Successors", "Use Of Proceeds", "Headings", "Authorizations", "Qualifications", "Terms", "Governing Laws", "Titles", "Remedies", "Amendments", "Definitions", "Fees", "Assignments", "Authority", "Erisa", "Arbitration", "Terminations", "Applicable Laws", "Taxes", "Tax Withholdings", "Costs", "Confidentiality", "Effective Dates", "Publicity", "Assigns", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any notice, request or other communication required to be given pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered in person, on the next business day after being delivered to a nationally-recognized overnight courier service (for such next-day delivery) or five (5) days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested and addressed to the other party at the respective addressees set forth below or to the other addresses of either party may have furnished to the other in writing in accordance with this Section 12.7, except that notice of change of address will be effective only upon receipt.", "references": ["Releases", "Transactions With Affiliates", "Warranties", "Payments", "Survival", "Approvals", "Vacations", "Effective Dates", "Waiver Of Jury Trials", "Participations", "Capitalization", "Effectiveness", "Entire Agreements", "Amendments", "Disclosures", "Litigations", "Interpretations", "Death", "Sanctions", "Agreements", "No Conflicts", "Consents", "Vesting", "Integration", "Taxes", "Representations", "Use Of Proceeds", "Assignments", "Cooperation", "Disability", "Notices"], "gold": ["Notices"]}
+{"input": "As of the date hereof and throughout the Term (i)\u00a0none of Borrower, Mortgage Borrower or Guarantor are themselves an \u201cemployee benefit plan,\u201d as defined in Section\u00a03(3) of ERISA or a \u201cplan\u201d within the meaning of Section 4975 of the Code, (ii)\u00a0none of the assets of Borrower, Mortgage Borrower or Guarantor constitutes or will constitute \u201cplan assets\u201d of one or more such plans within the meaning of 29 C.F.R. Section\u00a02510.3-101 as modified in operation by Section 3(42) of ERISA, (iii)\u00a0Borrower, Mortgage Borrower and Guarantor are not and will not be a \u201cgovernmental plan\u201d within the meaning of Section\u00a03(32) of ERISA, and (iv)\u00a0transactions by or with Borrower, Mortgage Borrower or Guarantor are not and will not be subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans. Neither Borrower nor Mortgage Borrower has engaged in any transaction in connection with any Plan that could subject Borrower to either a material civil penalty assessed pursuant to the provisions of Section 502 of ERISA or a material tax imposed under the provisions of Section 4975 of the Code. As of the date hereof, neither Borrower, Mortgage Borrower nor Guarantor, nor any ERISA Affiliate maintains, sponsors or contributes to or has any obligations with respect to a Plan or has maintained or sponsored or contributed to or had any obligations with respect to any Plan for the six plan year period prior to the date hereof. Each of Borrower and Mortgage Borrower is in compliance in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to Employee Benefit Plans and the regulations and published interpretations thereunder and there are no material claims pending with respect to any such plan; (ii)\u00a0no ERISA Event has occurred in the six-year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur and (iii)\u00a0all material amounts required by applicable law with respect to, or by the terms of, any retiree welfare benefit arrangement maintained by Borrower or Mortgage Borrower or to which Borrower or Mortgage Borrower has an obligation to contribute have been accrued in accordance with Statement of Financial Accounting Standards No. 106. There would be no material liability (contingent or otherwise) of Borrower, Mortgage Borrower and any ERISA Affiliates with respect to the complete or partial withdrawal from all Multiemployer Plans if such a withdrawal were to occur as of the date hereof. All employees employed at the Property are the employees of Mortgage Borrower, and, except for the Union Contract, neither Borrower, Mortgage Borrower nor any ERISA Affiliates has any obligation or liability with respect to any collective bargaining agreement or plans thereunder. Mortgage Borrower and, with respect to the Property, Manager (1) are not involved in or been threatened in writing with any work stoppage, labor strike, slowdown or lockout labor dispute, material grievance or litigation relating to labor matters involving any employees at the Property, including, without limitation, claims relating to a violation of any federal, state or local labor, safety or employment laws (domestic or foreign) and/or charges of unfair labor practices or discrimination complaints, (2) have not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or similar law, and (3) are in compliance with, and not liable for non-compliance of any party with respect to, applicable labor and employment laws including wage-hour laws, tax withholding and other relevant laws relating to employees and independent contractors.", "references": ["Agreements", "Taxes", "Solvency", "Organizations", "Terminations", "Interpretations", "Non-Disparagement", "Costs", "Payments", "Warranties", "Consents", "Use Of Proceeds", "No Conflicts", "Definitions", "Death", "Sanctions", "Indemnifications", "Tax Withholdings", "Confidentiality", "Waivers", "Venues", "Enforcements", "General", "Construction", "Duties", "Jurisdictions", "Remedies", "Waiver Of Jury Trials", "Interests", "Disability", "Erisa"], "gold": ["Erisa"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, (i)\u00a0comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws) and (ii)\u00a0perform in all material respects its obligations under material agreements to which it is a party, in each case except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Powers", "Interpretations", "Interests", "Adjustments", "Indemnity", "Change In Control", "Counterparts", "Benefits", "Duties", "Releases", "Non-Disparagement", "Enforceability", "Jurisdictions", "Insurances", "Existence", "Base Salary", "Notices", "No Defaults", "Further Assurances", "Severability", "Miscellaneous", "General", "Cooperation", "Enforcements", "Tax Withholdings", "Applicable Laws", "Consents", "Integration", "Definitions", "Assigns", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.", "references": ["Capitalization", "No Defaults", "Confidentiality", "Entire Agreements", "Erisa", "Organizations", "Non-Disparagement", "Vesting", "Adjustments", "Assigns", "Insurances", "Books", "Applicable Laws", "Terms", "Enforceability", "Titles", "Subsidiaries", "Employment", "Forfeitures", "Jurisdictions", "Expenses", "Construction", "Specific Performance", "Successors", "No Waivers", "Change In Control", "Approvals", "Financial Statements", "Disclosures", "Fees", "Severability"], "gold": ["Severability"]}
+{"input": "If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any\u00a0jurisdiction for any reason, such invalidity, illegality, or unenforceability shall not affect the remainder of this\u00a0Agreement, and the remainder of this Agreement shall be construed and enforced as if such invalid, illegal,\u00a0or unenforceable portion were not contained herein.", "references": ["Specific Performance", "Expenses", "Survival", "No Conflicts", "Disability", "Authorizations", "Records", "Participations", "Taxes", "Organizations", "Withholdings", "Counterparts", "Construction", "Indemnifications", "Employment", "Definitions", "Effective Dates", "Books", "Forfeitures", "Entire Agreements", "Headings", "Applicable Laws", "Positions", "Fees", "Modifications", "Duties", "Adjustments", "Powers", "Representations", "Defined Terms", "Severability"], "gold": ["Severability"]}
+{"input": "Without the prior written consent of the other Parties, no Party shall assign, or suffer or permit an assignment (by operation of Law or otherwise) of, its rights or obligations under or interest in this Agreement.", "references": ["Jurisdictions", "Waivers", "Authorizations", "Interpretations", "Arbitration", "Severability", "Positions", "Litigations", "Consents", "Capitalization", "Modifications", "Records", "Organizations", "Survival", "Indemnity", "Indemnifications", "No Conflicts", "Taxes", "Financial Statements", "Approvals", "Defined Terms", "Confidentiality", "Intellectual Property", "Specific Performance", "Terms", "Vacations", "Erisa", "Payments", "Representations", "Assigns", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company and/or any participating Affiliate may deduct from any payment otherwise due under this Plan to a Participant (or beneficiary) amounts required by law to be withheld for purposes of federal, state or local taxes.", "references": ["Confidentiality", "Construction", "Participations", "Binding Effects", "Sanctions", "Intellectual Property", "Approvals", "Defined Terms", "General", "Governing Laws", "Withholdings", "Submission To Jurisdiction", "Organizations", "Waiver Of Jury Trials", "Qualifications", "Consents", "Terminations", "Authority", "Effectiveness", "No Conflicts", "Consent To Jurisdiction", "Modifications", "Jurisdictions", "Transactions With Affiliates", "Miscellaneous", "Insurances", "Indemnity", "Capitalization", "Erisa", "Enforceability", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any payments of a portion of an incentive-based bonus pool allocated to a Holder) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.", "references": ["Employment", "Defined Terms", "Governing Laws", "Compliance With Laws", "Warranties", "Adjustments", "Integration", "Qualifications", "Agreements", "Positions", "Benefits", "Tax Withholdings", "Vesting", "Remedies", "Modifications", "Notices", "Submission To Jurisdiction", "Anti-Corruption Laws", "Arbitration", "Solvency", "Powers", "Releases", "Insurances", "Closings", "Vacations", "Waiver Of Jury Trials", "Further Assurances", "Enforceability", "Costs", "Approvals", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Capitalized terms used but not defined herein (including the recitals hereto) shall have the meanings assigned to such terms in the Amended Credit Agreement.", "references": ["No Conflicts", "Warranties", "Successors", "Death", "Sanctions", "Agreements", "No Waivers", "Costs", "Existence", "Qualifications", "Disclosures", "Cooperation", "Change In Control", "Consents", "No Defaults", "Use Of Proceeds", "Solvency", "Interests", "Compliance With Laws", "Authority", "Remedies", "General", "Miscellaneous", "Indemnity", "Publicity", "Base Salary", "Employment", "Further Assurances", "Anti-Corruption Laws", "Representations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution.\u00a0\u00a0In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the RSUs or any right hereunder, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the RSUs by notice to the Grantee, and the RSUs and all rights hereunder shall thereupon become null and void.\u00a0\u00a0The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company\u2019s parents, subsidiaries, and affiliates.\u00a0\u00a0This Agreement may be assigned by the Company without the Grantee\u2019s consent.", "references": ["Consent To Jurisdiction", "Solvency", "Headings", "Records", "Disability", "Waivers", "Terms", "Non-Disparagement", "Subsidiaries", "Anti-Corruption Laws", "Terminations", "Fees", "Use Of Proceeds", "No Defaults", "Costs", "Books", "Submission To Jurisdiction", "Survival", "Interpretations", "Entire Agreements", "Capitalization", "Positions", "Jurisdictions", "Authority", "Duties", "Sanctions", "Agreements", "Participations", "Cooperation", "Publicity", "Assignments"], "gold": ["Assignments"]}
+{"input": "All covenants, agreements, representations and warranties made by any Loan Party herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount or Obligation payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.", "references": ["Authority", "Governing Laws", "Remedies", "Modifications", "Construction", "Binding Effects", "Anti-Corruption Laws", "Organizations", "Payments", "Sales", "Headings", "Adjustments", "Jurisdictions", "Counterparts", "Successors", "Disclosures", "Change In Control", "Interpretations", "Further Assurances", "Vacations", "Miscellaneous", "Sanctions", "Waivers", "Qualifications", "Taxes", "Specific Performance", "Use Of Proceeds", "Books", "Entire Agreements", "Employment", "Survival"], "gold": ["Survival"]}
+{"input": "The Borrower shall use the proceeds of the Advances and Letters of Credit for working capital and other general corporate purposes of the Borrower, provided that the Borrower will not use any proceeds for the purpose of purchasing or carrying directly or indirectly any margin stock or for any other purpose which would constitute this transaction a \u201cpurpose credit\u201d within the meaning of Regulation U.", "references": ["Subsidiaries", "Venues", "Defined Terms", "Adjustments", "Costs", "Waivers", "Governing Laws", "Death", "Closings", "Consent To Jurisdiction", "Organizations", "Insurances", "Definitions", "Waiver Of Jury Trials", "Records", "Jurisdictions", "Capitalization", "Cooperation", "Non-Disparagement", "Liens", "Authority", "Taxes", "Successors", "Further Assurances", "Submission To Jurisdiction", "Effectiveness", "Representations", "Amendments", "Specific Performance", "Duties", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement will become effective on the eighth (8th) day after Executive signed this Agreement.", "references": ["Assignments", "Duties", "Assigns", "Approvals", "Subsidiaries", "Employment", "Liens", "Compliance With Laws", "Payments", "Solvency", "No Conflicts", "Adjustments", "Governing Laws", "Organizations", "Books", "Disclosures", "Financial Statements", "Notices", "Successors", "Vacations", "Authorizations", "Waiver Of Jury Trials", "Terminations", "Venues", "Sales", "No Waivers", "Remedies", "Taxes", "Definitions", "Integration", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently issued SEC Reports, other than as set forth on Schedule 3.1(g) pursuant to the exercise of employee stock options under the Company\u2019s stock incentive plans, the issuance of shares of Common Stock to employees or consultants pursuant to the Company\u2019s stock incentive plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) or in the Transactions Documents, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g) or in the Transaction Documents, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable foreign, federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Enforceability", "Authorizations", "Duties", "Cooperation", "Existence", "Vesting", "Modifications", "Integration", "Agreements", "Litigations", "Publicity", "Benefits", "Authority", "Further Assurances", "Assignments", "Severability", "Headings", "Jurisdictions", "Terminations", "Interpretations", "Survival", "Arbitration", "Compliance With Laws", "Vacations", "Venues", "Sales", "Use Of Proceeds", "Binding Effects", "Insurances", "Releases", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This LOI may be executed by facsimile or .PDF signature and in any number of counterparts, all of which taken together shall be deemed to constitute a single original document.", "references": ["Governing Laws", "Adjustments", "Applicable Laws", "Qualifications", "Waivers", "Existence", "Costs", "Construction", "Entire Agreements", "Organizations", "Jurisdictions", "Duties", "Closings", "Notices", "Assignments", "Successors", "Intellectual Property", "Consent To Jurisdiction", "Capitalization", "Authorizations", "Binding Effects", "Forfeitures", "Insurances", "Liens", "Erisa", "Submission To Jurisdiction", "Books", "Payments", "Tax Withholdings", "Effective Dates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the Party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient\u2019s next business day, (c) five business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the Parties at their respective addresses as set forth on the signature page hereto, or to such electronic mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 5.8 . If notice is given to the Company, a copy shall also be sent by registered or certified mail to Ulmer & Berne LLP, 1660 West 2nd Street, Suite 1100, Cleveland, Ohio 44113, attention Howard Groedel, Esq., or by electronic mail to hgroedel@ulmer.com. If notice is given to the Purchaser, a copy shall also be sent by registered or certified mail to Fried Frank Harris Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, attention: Julian Chung, or by electronic mail to Julian.Chung@friedfrank.com.", "references": ["Amendments", "Solvency", "Qualifications", "Employment", "Use Of Proceeds", "Existence", "Terms", "Intellectual Property", "Cooperation", "Effectiveness", "No Conflicts", "Benefits", "Fees", "Forfeitures", "Death", "Subsidiaries", "Terminations", "Adjustments", "Disclosures", "Authorizations", "Sanctions", "Powers", "Successors", "Participations", "Waiver Of Jury Trials", "Jurisdictions", "Severability", "Arbitration", "Tax Withholdings", "Definitions", "Notices"], "gold": ["Notices"]}
+{"input": "Borrower will do or cause to be done all things necessary to (a) preserve, renew and keep in full force and effect its legal existence and (b) maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except as could not reasonably be expected to have a Material Adverse Effect. Borrower shall (a) solely operate in its current lines of business, which is limited to the ownership, management and operation of the Mortgage Borrowers and their related Properties, (b) maintain the scope and nature of its business objectives, purposes or operations and (c) undertake or participate in activities solely related to the continuance of its present business, in each case in compliance with the Single Purpose Entity Requirements. Borrower shall cause Mortgage Borrower to comply with Section 5.03 of the Mortgage Loan Agreement.", "references": ["Change In Control", "No Defaults", "Venues", "Waiver Of Jury Trials", "Withholdings", "Interpretations", "Transactions With Affiliates", "No Conflicts", "Entire Agreements", "Use Of Proceeds", "Fees", "Miscellaneous", "Participations", "Disclosures", "Sanctions", "Indemnity", "General", "Taxes", "Warranties", "Assignments", "Sales", "Consent To Jurisdiction", "Benefits", "Assigns", "Arbitration", "Notices", "Headings", "Counterparts", "Insurances", "Definitions", "Existence"], "gold": ["Existence"]}
+{"input": "The headings used in this Note are for convenience and reference only and in no way define, limit, simplify or describe the scope or intent of this Note, and in no way effect or constitute a part of this Note.", "references": ["Remedies", "Jurisdictions", "General", "Governing Laws", "Modifications", "Titles", "Successors", "Assignments", "Waivers", "Assigns", "Survival", "Arbitration", "Warranties", "Litigations", "Agreements", "Defined Terms", "Death", "Participations", "Interests", "Terms", "Employment", "Entire Agreements", "Publicity", "Counterparts", "Intellectual Property", "Adjustments", "Binding Effects", "Non-Disparagement", "Positions", "Forfeitures", "Headings"], "gold": ["Headings"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, maintain insurance which is consistent with the representation contained in Section \u00a05.16 on all their Property and the Borrower will furnish to any Lender upon reasonable request full information as to the insurance carried.", "references": ["Releases", "Expenses", "Taxes", "Effective Dates", "Vesting", "Anti-Corruption Laws", "Vacations", "Disclosures", "Use Of Proceeds", "Amendments", "Entire Agreements", "Effectiveness", "Financial Statements", "Death", "Authority", "Enforceability", "Tax Withholdings", "Brokers", "Books", "Terminations", "Participations", "Interpretations", "Indemnity", "Consent To Jurisdiction", "Liens", "Severability", "Assignments", "Enforcements", "Integration", "Submission To Jurisdiction", "Insurances"], "gold": ["Insurances"]}
+{"input": "Unless otherwise expressly provided herein, (a) any definition of or reference to Organizational Documents, agreements (including the Credit Documents), instruments or other documents shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements and other modifications are permitted by the Credit Documents; (b) references to any law (including by succession of comparable successor laws) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law; and (c) all references to any Governmental Authority, shall include any other Governmental Authority that shall have succeeded to any or all of the functions thereof.", "references": ["Modifications", "Indemnity", "Approvals", "Withholdings", "Death", "Capitalization", "Entire Agreements", "Litigations", "Assignments", "Books", "Positions", "Integration", "Intellectual Property", "Fees", "Submission To Jurisdiction", "No Defaults", "Sales", "Terminations", "Defined Terms", "Solvency", "Vacations", "Forfeitures", "Survival", "Base Salary", "Confidentiality", "Anti-Corruption Laws", "Vesting", "Costs", "Participations", "Miscellaneous", "Agreements"], "gold": ["Agreements"]}
+{"input": "Each of the Subsidiary Loan Parties, in its capacity as a guarantor under the Subsidiary Guarantee Agreement and a pledgor under the Security Documents to which such Subsidiary Loan Party is a party, hereby (i)\u00a0consents to the execution, delivery and performance of this Agreement and agrees that each of the Subsidiary Guarantee Agreement and the Security Documents to which such Subsidiary Loan Party is a party is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the December 2018 Effective Date, except that, on and after the December 2018 Effective Date, each reference to \u201c Credit Agreement \u201d, \u201c First Lien Credit Agreement \u201d, \u201c thereunder \u201d, \u201c thereof \u201d or words of like import shall, unless the context otherwise requires, mean and be a reference to the Amended and Restated Credit Agreement and (ii)\u00a0confirms that the Security Documents to which each of the Subsidiary Loan Parties is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations.", "references": ["Insurances", "Releases", "Applicable Laws", "Submission To Jurisdiction", "Survival", "Counterparts", "Employment", "Representations", "Construction", "Enforcements", "Cooperation", "No Waivers", "Change In Control", "Entire Agreements", "Base Salary", "Erisa", "Solvency", "Books", "Specific Performance", "Non-Disparagement", "General", "No Conflicts", "Warranties", "Duties", "Closings", "Jurisdictions", "Defined Terms", "Payments", "Existence", "Interests", "Consents"], "gold": ["Consents"]}
+{"input": "This Agreement may not be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by WEST and the Administrative Agent with notice to the Indenture Trustee and the Security Trustee; \u00a0 provided that WEST may only terminate, amend, supplement, waive or modify this Agreement in accordance with Section\u00a05.02(a) of the Indenture; provided further that no amendment, supplement, waiver or modification which affects the Indenture Trustee\u2019s or Security Trustee\u2019s rights, duties, indemnities or immunities hereunder may be made without the express written consent of the Indenture Trustee or Security Trustee, respectively.\u00a0\u00a0No failure or delay of any party in exercising any power or right thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.", "references": ["Waivers", "Warranties", "Binding Effects", "Terms", "Consent To Jurisdiction", "Interests", "Indemnifications", "Records", "Arbitration", "Change In Control", "Capitalization", "Terminations", "Survival", "No Conflicts", "Notices", "Successors", "Qualifications", "Expenses", "Financial Statements", "Waiver Of Jury Trials", "Positions", "Disability", "Non-Disparagement", "Headings", "Enforcements", "Defined Terms", "Transactions With Affiliates", "Duties", "Closings", "Entire Agreements", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix \u00a0A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the \u201c Sale and Servicing Agreement \u201d) among Drive Auto Receivables Trust 2018-1, Santander Consumer, as Servicer, the Purchaser, as Seller, and Wilmington Trust, National Association, a national banking association, as Indenture Trustee, which also contains rules as to usage that are applicable herein.", "references": ["Participations", "Waivers", "Publicity", "Anti-Corruption Laws", "Modifications", "Titles", "Agreements", "Disability", "Vesting", "Defined Terms", "Enforceability", "Notices", "Solvency", "Duties", "Effective Dates", "Positions", "Forfeitures", "Cooperation", "Amendments", "Governing Laws", "Arbitration", "Successors", "Financial Statements", "Releases", "Taxes", "Headings", "Vacations", "Capitalization", "General", "Interests", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement constitutes the entire agreement between and among DAPs and Cal-Maine pertaining to the settlement of the Litigation against Cal-Maine only. This Agreement supersedes the Binding Agreement as to Material Terms dated December 29, 2017, and any other prior and contemporaneous undertakings of DAPs and Cal-Maine in connection therewith. In entering into this Agreement, DAPs and Cal-Maine have not relied upon any representations, warranties, promises, inducements, or understandings, oral or otherwise, made by DAPs or Cal-Maine not contained in this Agreement.", "references": ["Definitions", "Miscellaneous", "Expenses", "Waiver Of Jury Trials", "Approvals", "Change In Control", "Sanctions", "Assigns", "Assignments", "Solvency", "No Conflicts", "Venues", "Arbitration", "Financial Statements", "Forfeitures", "Adjustments", "Participations", "Erisa", "Non-Disparagement", "Cooperation", "Terms", "Vesting", "Anti-Corruption Laws", "Intellectual Property", "Modifications", "Consent To Jurisdiction", "Compliance With Laws", "Enforceability", "Confidentiality", "Indemnifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If the Participant becomes Disabled prior to Separation from Service, the Participant\u2019s Account shall be paid to the Participant by the Employer as provided in Article VIII.", "references": ["Binding Effects", "Governing Laws", "Cooperation", "Applicable Laws", "Participations", "Confidentiality", "Financial Statements", "Death", "Venues", "Representations", "Existence", "Agreements", "Records", "Terminations", "Litigations", "Effectiveness", "No Conflicts", "Consents", "Intellectual Property", "Further Assurances", "Severability", "Entire Agreements", "Duties", "Organizations", "Enforceability", "Books", "Interests", "Capitalization", "Interpretations", "Indemnifications", "Disability"], "gold": ["Disability"]}
+{"input": "As full and complete compensation for Executive's services, the Company shall pay Executive the compensation and provide the benefits described in this Section.", "references": ["Financial Statements", "Effective Dates", "Intellectual Property", "Interpretations", "Effectiveness", "Anti-Corruption Laws", "Duties", "Tax Withholdings", "Closings", "Sales", "Qualifications", "No Conflicts", "Approvals", "Further Assurances", "Entire Agreements", "Organizations", "Taxes", "Authorizations", "Publicity", "Records", "Books", "Construction", "Existence", "Subsidiaries", "Transactions With Affiliates", "Capitalization", "Consents", "Enforcements", "Solvency", "Survival", "Benefits"], "gold": ["Benefits"]}
+{"input": "Centuri shall have the right to deduct from any amounts otherwise payable under the STIP any federal, state, local, provincial or other applicable taxes required to be withheld.", "references": ["Transactions With Affiliates", "General", "Duties", "Death", "Employment", "Sanctions", "Cooperation", "Participations", "Positions", "Powers", "Warranties", "Solvency", "Headings", "Vacations", "Capitalization", "Organizations", "No Conflicts", "Subsidiaries", "Qualifications", "Specific Performance", "Effective Dates", "Consents", "Binding Effects", "Releases", "Indemnifications", "Records", "Modifications", "Brokers", "No Waivers", "Arbitration", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it deems necessary or desirable for the withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection with vesting of any RSU or issuance of any of the Shares subject thereto.", "references": ["Cooperation", "Approvals", "Notices", "Definitions", "Severability", "Base Salary", "Existence", "Specific Performance", "Powers", "Integration", "Enforceability", "Entire Agreements", "Binding Effects", "Terms", "Assigns", "Death", "Fees", "Non-Disparagement", "Waiver Of Jury Trials", "Sanctions", "Consents", "Sales", "Solvency", "Subsidiaries", "Waivers", "Jurisdictions", "Representations", "Indemnifications", "Indemnity", "Consent To Jurisdiction", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Agreement shall be construed in accordance with the laws of the State of New Jersey and any dispute under this Agreement will only be brought in the state and federal courts located in the State of New Jersey.", "references": ["Erisa", "Further Assurances", "Warranties", "Disability", "Anti-Corruption Laws", "Books", "Vacations", "Specific Performance", "Employment", "Fees", "Compliance With Laws", "Integration", "Litigations", "Capitalization", "Authority", "Submission To Jurisdiction", "Severability", "Solvency", "Vesting", "Expenses", "Intellectual Property", "Closings", "Headings", "Venues", "Forfeitures", "Consent To Jurisdiction", "Applicable Laws", "Binding Effects", "Financial Statements", "Construction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and, as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g) , the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g) , there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Non-Disparagement", "Defined Terms", "Assignments", "Enforcements", "Indemnifications", "Anti-Corruption Laws", "Remedies", "Disability", "Compliance With Laws", "Effective Dates", "Indemnity", "Amendments", "Brokers", "Notices", "Fees", "Organizations", "Consent To Jurisdiction", "Liens", "Entire Agreements", "Use Of Proceeds", "Duties", "Effectiveness", "Vacations", "Books", "Powers", "Benefits", "Existence", "Disclosures", "Titles", "Insurances", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Incur, create, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereinafter acquired except for (a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings and (b) non-consensual Liens arising by operation of law, arising in the ordinary course of business, and for amounts which are not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings.", "references": ["Defined Terms", "Amendments", "Terminations", "Organizations", "Books", "Non-Disparagement", "Authority", "Binding Effects", "Indemnity", "Benefits", "Entire Agreements", "Assignments", "Positions", "Subsidiaries", "Terms", "Applicable Laws", "Financial Statements", "No Waivers", "Survival", "Change In Control", "Adjustments", "Effective Dates", "Publicity", "Further Assurances", "Death", "Transactions With Affiliates", "Remedies", "Solvency", "Counterparts", "Powers", "Liens"], "gold": ["Liens"]}
+{"input": "Company shall be responsible for all federal, foreign, state and local sales, use, excise and other taxes (except taxes based on Jabil\u2019s income), all delivery, shipping, and transportation charges and all foreign agent or brokerage fees, document fees, custom charges and duties.", "references": ["No Conflicts", "Brokers", "Compliance With Laws", "Forfeitures", "Subsidiaries", "Fees", "Severability", "Vesting", "Integration", "Enforcements", "Governing Laws", "Waiver Of Jury Trials", "Further Assurances", "Miscellaneous", "Use Of Proceeds", "Definitions", "Financial Statements", "Duties", "Jurisdictions", "Existence", "Employment", "Powers", "Disclosures", "Tax Withholdings", "Authority", "Cooperation", "Successors", "Counterparts", "Payments", "Submission To Jurisdiction", "Taxes"], "gold": ["Taxes"]}
+{"input": "At the time of the grant of a stock appreciation right, the Board may impose such restrictions or conditions to vesting of such stock appreciation right as it, in its sole discretion, deems appropriate.", "references": ["Litigations", "Financial Statements", "Assignments", "Base Salary", "Organizations", "Jurisdictions", "Headings", "Costs", "Representations", "Terms", "Payments", "Duties", "Applicable Laws", "Insurances", "Enforceability", "No Conflicts", "Transactions With Affiliates", "Capitalization", "Non-Disparagement", "Benefits", "Authorizations", "Remedies", "Indemnity", "Counterparts", "Qualifications", "Tax Withholdings", "Arbitration", "Expenses", "Terminations", "No Defaults", "Vesting"], "gold": ["Vesting"]}
+{"input": "Upon the terms and subject to the conditions set forth in this Agreement, the Employer hereby employs Executive, and Executive hereby accepts such employment, for the term commencing on the Effective Date and, unless otherwise earlier terminated pursuant to Section 4 hereof, expiring on the close of business on the second (2 nd ) anniversary of the Effective Date (the \u201c Term \u201d). If the Term expires and the parties agree that Executive will remain employed by the Employer but do not enter into a new employment agreement, then such employment shall be at-will and this Agreement will be of no further force and effect, except that Section 6 hereof, as well as any other provisions of this Agreement necessary to interpret or enforce Section 6 hereof, shall survive and continue to be in full force and effect in accordance with their terms.", "references": ["Effective Dates", "Closings", "Solvency", "Titles", "Change In Control", "Specific Performance", "Representations", "Warranties", "Vesting", "Confidentiality", "Agreements", "Entire Agreements", "Taxes", "Cooperation", "Fees", "Existence", "Litigations", "Effectiveness", "Waiver Of Jury Trials", "Capitalization", "Forfeitures", "Use Of Proceeds", "Headings", "Costs", "Approvals", "Interests", "Sanctions", "Disability", "Construction", "Vacations", "Terms"], "gold": ["Terms"]}
+{"input": "Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Bookrunner, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.", "references": ["Specific Performance", "Waiver Of Jury Trials", "Authority", "Litigations", "Agreements", "Submission To Jurisdiction", "Venues", "Effectiveness", "Jurisdictions", "Publicity", "Non-Disparagement", "Closings", "Counterparts", "Arbitration", "Interpretations", "Definitions", "Adjustments", "Remedies", "Confidentiality", "Existence", "Enforceability", "Enforcements", "Defined Terms", "Financial Statements", "Tax Withholdings", "Benefits", "Capitalization", "Assigns", "Vesting", "Withholdings", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "All payments made by a Foreign Credit Party or FSHCO Guarantor pursuant to this Section \u00a014 will be made without setoff, counterclaim or other defense, and shall be subject to the provisions of Sections 2.06 and 12.02 .", "references": ["Sales", "Authorizations", "Amendments", "Notices", "Withholdings", "No Conflicts", "Disclosures", "Approvals", "Releases", "Positions", "Indemnity", "Titles", "Governing Laws", "Construction", "Authority", "Expenses", "Compliance With Laws", "Duties", "Organizations", "Specific Performance", "Publicity", "Sanctions", "Erisa", "Financial Statements", "Benefits", "No Waivers", "Death", "Vacations", "Binding Effects", "Employment", "Payments"], "gold": ["Payments"]}
+{"input": "No modification of this Agreement shall be effective unless set forth in writing and signed by both Parties.", "references": ["Disclosures", "Taxes", "Jurisdictions", "Miscellaneous", "No Waivers", "Employment", "Financial Statements", "Terminations", "Indemnifications", "Anti-Corruption Laws", "Further Assurances", "No Defaults", "Effective Dates", "Indemnity", "Liens", "Cooperation", "Closings", "Assigns", "General", "Non-Disparagement", "Participations", "Withholdings", "Construction", "Specific Performance", "Remedies", "Adjustments", "Insurances", "Waivers", "Assignments", "Enforceability", "Modifications"], "gold": ["Modifications"]}
+{"input": "Any provision of this Security Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Security Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.", "references": ["Change In Control", "Books", "Enforcements", "Entire Agreements", "Jurisdictions", "Insurances", "Indemnifications", "Qualifications", "Definitions", "Sales", "Organizations", "Terminations", "Participations", "Venues", "Anti-Corruption Laws", "Vacations", "Counterparts", "Modifications", "Compliance With Laws", "Intellectual Property", "Transactions With Affiliates", "Titles", "Remedies", "Assignments", "Agreements", "Positions", "Duties", "Survival", "No Waivers", "Consents", "Severability"], "gold": ["Severability"]}
+{"input": "The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority or any Person with respect to which any Loan Party or any of its Subsidiaries has any Contractual Obligation, except those as have been obtained or made and are in full force and effect and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable to Parent, the Borrower or any of their respective Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any Contractual Obligation of Parent, the Borrower or any of their respective Subsidiaries or any of their assets or give rise to a right thereunder to require any payment to be made by Parent, the Borrower or any of their respective Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of Parent, the Borrower or any of their respective Subsidiaries, except Liens (if any) created under the Loan Documents.", "references": ["Miscellaneous", "Assigns", "Releases", "Severability", "General", "Books", "Terms", "Binding Effects", "Capitalization", "Jurisdictions", "Modifications", "Venues", "Organizations", "Indemnifications", "Publicity", "No Defaults", "Approvals", "Effectiveness", "Counterparts", "Anti-Corruption Laws", "Existence", "Authority", "Adjustments", "Terminations", "Tax Withholdings", "Definitions", "Applicable Laws", "Interests", "Further Assurances", "Integration", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Employer hereby employs the Executive, and the Executive hereby accepts such employment, in each case pursuant to the terms of this Agreement, for the period commencing on October 2, 2017 (the \u201c Effective Date \u201d), and ending on the date of termination of the Executive\u2019s employment in accordance with Section 4 hereof (the \u201c Term \u201d).", "references": ["Enforceability", "Assigns", "Interests", "No Waivers", "Base Salary", "Subsidiaries", "Intellectual Property", "Tax Withholdings", "Payments", "Specific Performance", "Interpretations", "Defined Terms", "General", "No Defaults", "Liens", "Fees", "Confidentiality", "Applicable Laws", "Construction", "Binding Effects", "Costs", "Transactions With Affiliates", "Qualifications", "Agreements", "Withholdings", "Duties", "Insurances", "Representations", "Sanctions", "Releases", "Terms"], "gold": ["Terms"]}
+{"input": "Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Master Transfer Agreement, and if not defined therein, in the Loan and Security Agreement.", "references": ["Liens", "Brokers", "Powers", "Terminations", "Expenses", "Consent To Jurisdiction", "Waivers", "Jurisdictions", "Base Salary", "Counterparts", "Books", "Vacations", "Sales", "Assignments", "Intellectual Property", "No Conflicts", "Disability", "Severability", "Headings", "Existence", "Successors", "Transactions With Affiliates", "Closings", "Disclosures", "Qualifications", "Further Assurances", "Construction", "Assigns", "Publicity", "Approvals", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Agreement may be executed by facsimile or other electronic means, and in any number of counterparts, each of which when executed and delivered to the Agent will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument.", "references": ["Assignments", "Intellectual Property", "Employment", "Non-Disparagement", "Tax Withholdings", "Authorizations", "Sales", "Modifications", "Applicable Laws", "Entire Agreements", "Remedies", "No Defaults", "Records", "Positions", "Publicity", "Brokers", "Change In Control", "Headings", "Specific Performance", "Organizations", "Defined Terms", "Benefits", "Financial Statements", "General", "Qualifications", "Arbitration", "Agreements", "Base Salary", "Binding Effects", "Duties", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Executive will be required to pay an arbitration fee to initiate the arbitration equal to what he/she would be charged as a first appearance fee in court. The Company shall advance the remaining fees and costs of the arbitrator. However, to the extent permissible under the law, and following the arbitrator\u2019s ruling on the matter, the arbitrator may rule that the arbitrator\u2019s fees and costs be distributed in an alternative manner. The arbitrator\u2019s award in any arbitration brought pursuant to the provisions of this Agreement shall provide for the prevailing party to recover from the other party the prevailing party\u2019s reasonable attorneys\u2019 fees relating to such action.", "references": ["Authorizations", "Subsidiaries", "Solvency", "Integration", "Liens", "Waivers", "Approvals", "Effective Dates", "Interests", "Participations", "Death", "Use Of Proceeds", "Books", "Adjustments", "Taxes", "Releases", "Interpretations", "Arbitration", "Authority", "Positions", "Capitalization", "Submission To Jurisdiction", "Brokers", "Litigations", "Vacations", "Insurances", "Indemnity", "Amendments", "Further Assurances", "Organizations", "Costs"], "gold": ["Costs"]}
+{"input": "This Amendment shall be governed by, and construed in accordance with, the law of the State of Texas (except that Chapter 346 of the Texas Finance Code, which regulates certain revolving credit loan accounts, shall not apply to this Amendment or any other Credit Document).", "references": ["No Defaults", "Duties", "Successors", "Modifications", "Financial Statements", "Waivers", "Releases", "Authorizations", "Confidentiality", "Capitalization", "Specific Performance", "Adjustments", "Insurances", "Compliance With Laws", "Construction", "Notices", "Effective Dates", "Employment", "Solvency", "Consents", "Authority", "Closings", "Vesting", "Consent To Jurisdiction", "Miscellaneous", "Benefits", "Brokers", "Applicable Laws", "Erisa", "Severability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Subject to the Incorporation Provisions, Section 21.12 of the Original Master Lease is hereby incorporated by reference, and Sub-Subtenant acknowledges that the costs referred to in Section 21.12 of the Original Master Lease include costs to be incurred by Master Landlord, Sublandlord and Sub-Sublandlord.", "references": ["Authority", "Litigations", "Liens", "Assignments", "Construction", "Fees", "Further Assurances", "Severability", "Benefits", "Assigns", "Qualifications", "Base Salary", "Tax Withholdings", "Intellectual Property", "Terminations", "Organizations", "Effective Dates", "Titles", "Integration", "Agreements", "Defined Terms", "Approvals", "Effectiveness", "Notices", "Adjustments", "Vacations", "Closings", "Consents", "Headings", "Waivers", "Costs"], "gold": ["Costs"]}
+{"input": "Borrower hereby agrees to pay to Lender the following fees at the times specified.", "references": ["Agreements", "Applicable Laws", "Change In Control", "Organizations", "Powers", "No Defaults", "Non-Disparagement", "Remedies", "Severability", "Assignments", "Entire Agreements", "Consent To Jurisdiction", "Anti-Corruption Laws", "Integration", "Sanctions", "Construction", "Vesting", "Withholdings", "Vacations", "Brokers", "Confidentiality", "Tax Withholdings", "Terms", "Solvency", "Governing Laws", "Subsidiaries", "Authority", "Duties", "Disability", "Titles", "Fees"], "gold": ["Fees"]}
+{"input": "The Administrative Agent shall have received (i)\u00a0an audited balance sheet and audited statements of income and cash flows of each of the Borrower and Eco Services as of the end of and for each of the three most recent Fiscal Years ending more than 90 days prior to the Closing Date, (ii)\u00a0unaudited balance sheets and related statements of income and cash flows of each of the Borrower and Eco Services for each Fiscal Quarter ending after December\u00a031, 2015 and at least 45 days prior to the Closing Date and (iii)\u00a0a pro forma consolidated balance sheet of the Borrower as of December\u00a031, 2015, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date; provided , that (A)\u00a0each such pro forma financial statement shall be prepared in good faith by the Borrower and (B)\u00a0no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).", "references": ["Representations", "Definitions", "Compliance With Laws", "Cooperation", "No Waivers", "Costs", "Assigns", "Duties", "Amendments", "Powers", "Authorizations", "Authority", "Expenses", "Venues", "Subsidiaries", "Notices", "Use Of Proceeds", "Disability", "Approvals", "Arbitration", "Remedies", "Closings", "Vacations", "Change In Control", "Entire Agreements", "Titles", "Insurances", "Interpretations", "Liens", "Miscellaneous", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Borrower will use the proceeds of the Loans solely as set forth in Section 6.2 .", "references": ["Powers", "Positions", "No Waivers", "No Conflicts", "Liens", "Effectiveness", "Authorizations", "Venues", "Terminations", "Disclosures", "Amendments", "Existence", "Costs", "Disability", "Consents", "Non-Disparagement", "Withholdings", "Confidentiality", "Litigations", "Adjustments", "Change In Control", "Anti-Corruption Laws", "Enforceability", "Records", "Interpretations", "Arbitration", "Headings", "Definitions", "Brokers", "Sales", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Lease represents the entire agreement between the parties. It may not be amended, altered or modified unless done so in writing by both parties.", "references": ["Closings", "Capitalization", "Vacations", "Authorizations", "Compliance With Laws", "Effective Dates", "Modifications", "Indemnity", "Sanctions", "Notices", "Anti-Corruption Laws", "Terminations", "Base Salary", "General", "Benefits", "Vesting", "Change In Control", "Organizations", "Financial Statements", "Brokers", "Representations", "Authority", "Survival", "Qualifications", "Intellectual Property", "Powers", "Definitions", "Miscellaneous", "Defined Terms", "Governing Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Within ninety (90)\u00a0days of termination of this Agreement for any reason, the Manager shall deliver and surrender up to the Securitization Entities (with a copy to the Successor Manager and the Servicer) any and all products, materials, or other physical objects bearing, containing, or embodying any Securitization IP or Confidential Information of the Securitization Entities, including any materials bearing Trademarks included in the Securitization IP and any copies of copyrighted works included in the Securitization IP in the Manager\u2019s possession or control, and shall terminate all use of all Securitization IP, including Trade Secrets; provided that (for the avoidance of doubt) any rights granted to Planet Fitness Holdings and the other Non-Securitization Entities as licensees pursuant to the IP License Agreements shall continue pursuant to the terms thereof notwithstanding the termination of this Agreement and/or Planet Fitness Holdings\u2019 role as Manager; and provided further that (for the avoidance of doubt), Manager shall continue to maintain the confidentiality and secrecy of all Trade Secrets and other Confidential Information included in the Securitization IP in perpetuity.", "references": ["Taxes", "Use Of Proceeds", "Fees", "Authorizations", "Litigations", "Disclosures", "Organizations", "Governing Laws", "Modifications", "Payments", "Definitions", "Compliance With Laws", "Applicable Laws", "Withholdings", "Further Assurances", "No Defaults", "Sanctions", "Adjustments", "Qualifications", "Submission To Jurisdiction", "Consents", "Change In Control", "Transactions With Affiliates", "Approvals", "Effective Dates", "No Conflicts", "Subsidiaries", "Specific Performance", "Confidentiality", "Existence", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Borrowers shall promptly give Lender notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Property (a \u201c Condemnation \u201d) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrowers, regardless of whether an Award is available, shall promptly proceed to restore, repair, replace or rebuild the affected Property in accordance with Legal Requirements to the extent practicable to be of at least equal value and of substantially the same character (and to have the same utility) as prior to such Condemnation.", "references": ["Vesting", "Brokers", "Sales", "Sanctions", "Financial Statements", "Construction", "Tax Withholdings", "Use Of Proceeds", "Further Assurances", "No Defaults", "Litigations", "Confidentiality", "Non-Disparagement", "Benefits", "Venues", "No Waivers", "Positions", "Duties", "Terms", "Records", "Change In Control", "Enforcements", "Employment", "Insurances", "Authorizations", "Definitions", "Modifications", "General", "Death", "Erisa", "Notices"], "gold": ["Notices"]}
+{"input": "The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports, except where the failure to possess such rights would not reasonably be expected to have a Material Adverse Effect (collectively, the \u201cIntellectual Property Rights\u201d). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where the failure to possess such rights would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Records", "Terminations", "Participations", "Amendments", "Disability", "Waivers", "Further Assurances", "Titles", "Miscellaneous", "Warranties", "Consents", "Assigns", "Powers", "Survival", "Effectiveness", "Enforcements", "Binding Effects", "Representations", "Publicity", "Employment", "Waiver Of Jury Trials", "Litigations", "Closings", "Subsidiaries", "Existence", "Venues", "No Conflicts", "Costs", "Approvals", "Sanctions", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "All communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i)\u00a0if given by telecopy, upon the receipt thereof, (ii)\u00a0if given by mail, three (3)\u00a0Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii)\u00a0if given by any other means, when received at the address specified in this Section \u00a07.2 .", "references": ["Fees", "Miscellaneous", "Disclosures", "Closings", "Defined Terms", "General", "Entire Agreements", "Taxes", "No Defaults", "Indemnity", "Specific Performance", "Enforceability", "Vesting", "Consent To Jurisdiction", "No Waivers", "Applicable Laws", "Disability", "Counterparts", "Subsidiaries", "Powers", "Approvals", "Base Salary", "Organizations", "Survival", "Expenses", "Integration", "Successors", "Sales", "Books", "Withholdings", "Notices"], "gold": ["Notices"]}
+{"input": "This Lease may be executed in counterparts.", "references": ["Releases", "Terminations", "Death", "Organizations", "Qualifications", "Warranties", "No Conflicts", "Approvals", "Benefits", "Change In Control", "Sanctions", "Consents", "Base Salary", "Tax Withholdings", "Adjustments", "Participations", "Capitalization", "Binding Effects", "Books", "Liens", "Vesting", "Fees", "Headings", "Effectiveness", "Arbitration", "Interests", "No Defaults", "Erisa", "Closings", "Use Of Proceeds", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Note amends and restates in its entirety the Third Amended and Restated Secured Term Note made by Companies in favor of Holder, as of July 2, 2018, in the original principal amount of $5,547,600 (the \u201c Prior Note \u201d). This Note does not constitute a novation of the Prior Note and all amounts outstanding as of the date hereof under the Prior Note shall remain outstanding under this Note.", "references": ["Use Of Proceeds", "Integration", "Applicable Laws", "Arbitration", "No Defaults", "Agreements", "Approvals", "Terms", "Waiver Of Jury Trials", "No Waivers", "Jurisdictions", "Warranties", "Tax Withholdings", "Base Salary", "Terminations", "Sanctions", "Powers", "Submission To Jurisdiction", "Litigations", "Enforcements", "Successors", "Qualifications", "Participations", "Indemnity", "Adjustments", "Counterparts", "Sales", "Withholdings", "Taxes", "Capitalization", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company has no Subsidiaries, except those Subsidiaries which are identified in Item 6.8 of the Disclosure Schedule, or which are permitted to have been organized or acquired in accordance with Sections 7.2.5 or 7.2.7 .", "references": ["Employment", "Fees", "Venues", "General", "Insurances", "Liens", "Duties", "Construction", "Non-Disparagement", "Sanctions", "Terminations", "Transactions With Affiliates", "Authorizations", "Books", "Solvency", "Titles", "Taxes", "Base Salary", "Assigns", "Authority", "Binding Effects", "Sales", "Compliance With Laws", "Expenses", "Use Of Proceeds", "Cooperation", "Death", "Consents", "Publicity", "Consent To Jurisdiction", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Purchaser and do not and will not violate any provisions of its Organizational Documents, any applicable Law or any Contract or Order binding upon Purchaser.\u00a0\u00a0This Agreement constitutes a valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other Laws affecting creditors\u2019 rights generally from time to time in effect, and to general equitable principles.", "references": ["Terms", "Erisa", "Applicable Laws", "Publicity", "Taxes", "Warranties", "Positions", "Forfeitures", "Intellectual Property", "Vacations", "Indemnifications", "Use Of Proceeds", "Disability", "Effectiveness", "Construction", "Solvency", "Survival", "Withholdings", "Tax Withholdings", "Modifications", "Expenses", "Headings", "Brokers", "Fees", "Entire Agreements", "Remedies", "Assigns", "Compliance With Laws", "Interests", "Participations", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and as such, except for the Indebtedness and other than obligations provided for in the Existing Credit Agreement (which Indebtedness and obligations shall survive and be renewed and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement in its entirety. This Agreement is not intended as and shall not be construed as a release or novation of any obligation. Any commitment of any Lender that it has to the Borrower under the terms of any other letter of credit reimbursement agreement in effect on the Effective Date is not terminated and shall continue in accordance with the terms of the applicable reimbursement agreement.", "references": ["Effectiveness", "Confidentiality", "Defined Terms", "Consents", "Compliance With Laws", "Cooperation", "Agreements", "Terms", "Assigns", "Participations", "Disclosures", "Adjustments", "Authority", "Payments", "Applicable Laws", "Interpretations", "Governing Laws", "Brokers", "Tax Withholdings", "Intellectual Property", "Expenses", "Transactions With Affiliates", "Warranties", "Vacations", "Binding Effects", "Terminations", "Taxes", "Sanctions", "Entire Agreements", "Closings", "Amendments"], "gold": ["Amendments"]}
+{"input": "Shall not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Credit Agreement.", "references": ["Assigns", "Payments", "Withholdings", "Remedies", "Jurisdictions", "Notices", "Enforcements", "Submission To Jurisdiction", "Miscellaneous", "Representations", "Counterparts", "Survival", "Construction", "Erisa", "Defined Terms", "Enforceability", "Death", "Non-Disparagement", "Authorizations", "Confidentiality", "General", "Tax Withholdings", "Duties", "Terms", "Vacations", "Headings", "Use Of Proceeds", "Employment", "Publicity", "Entire Agreements", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Parties acknowledge that the number and type of Shares (or other securities or other property) subject to this Award are subject to adjustment as provided in Section 4(c) of the Plan.", "references": ["Liens", "Books", "Financial Statements", "Cooperation", "Duties", "Arbitration", "Approvals", "Death", "Records", "Qualifications", "Tax Withholdings", "Specific Performance", "Powers", "Survival", "No Defaults", "Warranties", "Fees", "Entire Agreements", "Releases", "Solvency", "Authorizations", "Waiver Of Jury Trials", "Base Salary", "Waivers", "Withholdings", "Submission To Jurisdiction", "Disability", "Construction", "Existence", "Terms", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The Article and Section headings herein are for convenience only and are not a part of this Warrant Agreement and shall not affect the interpretation thereof.", "references": ["Litigations", "Representations", "Approvals", "Submission To Jurisdiction", "Defined Terms", "Fees", "Integration", "Powers", "Death", "Positions", "Releases", "Indemnifications", "Publicity", "Payments", "Base Salary", "Taxes", "Vesting", "Remedies", "Confidentiality", "Solvency", "No Waivers", "Benefits", "Successors", "Participations", "Further Assurances", "Applicable Laws", "Terminations", "Brokers", "Transactions With Affiliates", "Use Of Proceeds", "Headings"], "gold": ["Headings"]}
+{"input": "Borrower 1 is a disregarded entity of the Sponsor for U.S. federal income tax purposes; Borrower 2 is a TRS of the Sponsor for U.S. federal income tax purposes; Borrower 3 is a TRS of the Sponsor for U.S. federal income tax purposes, and neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby shall affect such status.\u00a0\u00a0Each Borrower has filed, or caused to be filed, all U.S. federal and all material state, local or other Tax returns required to be filed, and has paid, or caused to be paid, all material Taxes that are due, other than Taxes not at the time delinquent or being contested and reserved against in accordance with Section 5.08 .", "references": ["Brokers", "Disclosures", "Qualifications", "Defined Terms", "Assignments", "Jurisdictions", "Duties", "Venues", "Integration", "Effectiveness", "Terms", "Releases", "Successors", "Litigations", "Binding Effects", "Liens", "Positions", "Specific Performance", "Expenses", "Records", "Effective Dates", "Governing Laws", "Titles", "Agreements", "Capitalization", "Employment", "No Waivers", "Organizations", "Subsidiaries", "Participations", "Taxes"], "gold": ["Taxes"]}
+{"input": "The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it or any of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (a) result in a violation of the Certificate of Incorporation, Bylaws or other organizational documents of the Company or any of its Subsidiaries or any capital stock of the Company or any of its Subsidiaries, (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, or give to others any rights of termination, amendment, acceleration or cancellation of, any Contract or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or (c) result in a violation of any Law (including the rules and regulations of the Nasdaq Capital Market (\u201c Nasdaq \u201d)) or Order applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected; except, in the case of each of clauses (b) and (c), as would not be, or would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole.", "references": ["Integration", "Subsidiaries", "Entire Agreements", "Erisa", "Solvency", "Insurances", "Modifications", "Successors", "Severability", "Waiver Of Jury Trials", "Transactions With Affiliates", "Specific Performance", "Benefits", "Counterparts", "Duties", "Closings", "Death", "Consent To Jurisdiction", "Releases", "Indemnity", "Base Salary", "Brokers", "Titles", "Cooperation", "Assignments", "Indemnifications", "Interests", "Confidentiality", "Records", "Disability", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject, the violation of which could reasonably be expected to have a Material Adverse Effect.", "references": ["Submission To Jurisdiction", "Litigations", "Publicity", "Financial Statements", "Successors", "Use Of Proceeds", "Fees", "Arbitration", "Disability", "Expenses", "Existence", "Disclosures", "Confidentiality", "No Defaults", "Subsidiaries", "Notices", "Releases", "Solvency", "Construction", "Withholdings", "Governing Laws", "Authorizations", "Further Assurances", "Forfeitures", "Survival", "Interests", "Integration", "Applicable Laws", "Indemnity", "Taxes", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "In accordance with Company policy, the Company shall reimburse Executive for all reasonable association fees, professional related expenses (certifications, licenses and continuing professional education) and business expenses properly and necessarily incurred and paid by Executive in the performance of his duties under this Agreement, upon his presentment of detailed receipts in the form required by the Company\u2019s policy. \u00a0Notwithstanding the foregoing, all expenses must be promptly submitted for reimbursement by the Executive. \u00a0In no event shall any reimbursement be paid by the Company after the end of the year following the year in which the expense is incurred by the Executive.", "references": ["Waivers", "Modifications", "Tax Withholdings", "Notices", "Counterparts", "Amendments", "Sanctions", "Successors", "Miscellaneous", "Records", "Consents", "Authorizations", "Remedies", "Survival", "Positions", "General", "Consent To Jurisdiction", "Approvals", "Disability", "Interpretations", "Withholdings", "Insurances", "Authority", "Death", "Qualifications", "Adjustments", "Indemnifications", "Confidentiality", "Warranties", "No Waivers", "Expenses"], "gold": ["Expenses"]}
+{"input": "If a default is not remedied in a timely manner, Landlord may then declare this Lease to be forfeited and shall give the Tenant a written notice of such forfeiture, and may at the time, give Tenant the notice to quit provided for in Chapter 648 of the Code of Iowa.", "references": ["Interpretations", "Vacations", "Releases", "Venues", "Modifications", "Effectiveness", "Amendments", "Survival", "Remedies", "Effective Dates", "Litigations", "Vesting", "Payments", "Terms", "No Defaults", "Jurisdictions", "Further Assurances", "Disclosures", "Non-Disparagement", "Assignments", "Change In Control", "Titles", "Base Salary", "Headings", "Existence", "Insurances", "Intellectual Property", "Disability", "Positions", "Expenses", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Not cause or permit to occur any Change of Control or Material Management Change.", "references": ["Adjustments", "No Waivers", "Consents", "Transactions With Affiliates", "Subsidiaries", "Agreements", "Payments", "Liens", "Effective Dates", "Arbitration", "Indemnifications", "Fees", "Interests", "Powers", "Closings", "Venues", "Assignments", "Notices", "Capitalization", "Non-Disparagement", "Representations", "Employment", "Books", "Waiver Of Jury Trials", "Indemnity", "Waivers", "Consent To Jurisdiction", "Duties", "Insurances", "Participations", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Guarantee and the other Credit Documents represent the agreement of the Guarantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Guarantors, any Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents. THIS GUARANTEE AND THE OTHER CREDIT DOCUMENTS (AS DEFINED IN THE CREDIT AGREEMENT) CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.", "references": ["Positions", "Entire Agreements", "Releases", "Non-Disparagement", "Amendments", "Payments", "Specific Performance", "Tax Withholdings", "No Conflicts", "Indemnifications", "Insurances", "General", "Fees", "Binding Effects", "Jurisdictions", "Records", "Transactions With Affiliates", "Consent To Jurisdiction", "Employment", "Capitalization", "Forfeitures", "Defined Terms", "Cooperation", "Expenses", "Confidentiality", "Withholdings", "Waivers", "Survival", "Arbitration", "Terms", "Integration"], "gold": ["Integration"]}
+{"input": "The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.", "references": ["Death", "Disclosures", "Adjustments", "Expenses", "Erisa", "Remedies", "Qualifications", "Binding Effects", "Employment", "Applicable Laws", "Anti-Corruption Laws", "Records", "Non-Disparagement", "Representations", "Liens", "Survival", "Jurisdictions", "Insurances", "Powers", "Solvency", "Interpretations", "Entire Agreements", "Sanctions", "No Waivers", "Terminations", "Payments", "Subsidiaries", "Benefits", "Further Assurances", "Agreements", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Delivery of and payment for the Securities shall be made at 10:00\u00a0A.M., London time, on January\u00a026, 2018, or at such time on such later date (not later than February\u00a02, 2018) as the Initial Purchasers shall designate, which date and time may be postponed among the Initial Purchasers and the Issuer or as provided in Section\u00a09 hereof (such date and time of delivery and payment for the Securities being herein called the \u201c Closing Date \u201d). Delivery of the Securities shall be made to the Initial Purchasers for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to the account specified by the Issuer. Delivery of the Securities shall be made through the facilities of Euroclear Bank SA/NV, as operator of the Euroclear System (\u201c Euroclear \u201d), and Clearstream Banking S.A. (\u201c Clearstream \u201d), or their designated nominee, unless the Initial Purchasers shall otherwise instruct.", "references": ["Assigns", "Disclosures", "Jurisdictions", "Death", "Submission To Jurisdiction", "Change In Control", "Applicable Laws", "Effective Dates", "Enforceability", "Tax Withholdings", "Brokers", "Enforcements", "Confidentiality", "Employment", "Cooperation", "Interpretations", "Construction", "Effectiveness", "Use Of Proceeds", "Solvency", "Erisa", "Approvals", "Modifications", "Survival", "Capitalization", "Base Salary", "Sanctions", "Miscellaneous", "Defined Terms", "Integration", "Payments"], "gold": ["Payments"]}
+{"input": "The Company will have the power and the right to deduct or withhold automatically from any Shares deliverable under this Agreement, or to require the Participant or the Participant\u2019s representative to remit to the Company, the amount necessary to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to settlement of the PSUs or any other taxable event arising as a result of this Agreement. The Company may consult with the Participant in this regard.", "references": ["Sanctions", "Assignments", "Authority", "Indemnifications", "Taxes", "Consents", "Duties", "No Conflicts", "Waiver Of Jury Trials", "General", "Waivers", "Participations", "Defined Terms", "Disclosures", "Books", "Authorizations", "Erisa", "Successors", "Qualifications", "Jurisdictions", "Submission To Jurisdiction", "Intellectual Property", "Payments", "Agreements", "Powers", "Remedies", "Existence", "Further Assurances", "Publicity", "Positions", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor\u2019s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor\u2019s \u201c Maximum Liability \u201d. This Section with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Guarantor\u2019s obligations hereunder beyond its Maximum Liability.", "references": ["Agreements", "Authorizations", "Disclosures", "Headings", "Duties", "Base Salary", "Brokers", "Indemnity", "Miscellaneous", "Effective Dates", "Transactions With Affiliates", "Capitalization", "Waiver Of Jury Trials", "Defined Terms", "Warranties", "No Conflicts", "Enforcements", "Disability", "Terms", "General", "Costs", "Liens", "Entire Agreements", "Closings", "Modifications", "Binding Effects", "Jurisdictions", "Integration", "Indemnifications", "Use Of Proceeds", "Severability"], "gold": ["Severability"]}
+{"input": "Iovance agrees that it is responsible for and will pay any sales, use or other taxes (the \u201c Taxes \u201d) resulting from Company\u2019s production of Product under this Agreement (except for income or personal property taxes payable by Company). Company will list the Taxes as separate line item(s) in the applicable invoices. Company will not collect any sales and use taxes from Iovance in connection with the production of any Product hereunder if Iovance provides to Company the appropriate valid exemption certificates.", "references": ["Interests", "Disability", "No Defaults", "Assignments", "Publicity", "Construction", "Terminations", "Binding Effects", "Sales", "Fees", "Amendments", "Indemnifications", "Consents", "Notices", "Liens", "Sanctions", "Authorizations", "Use Of Proceeds", "Costs", "Existence", "Financial Statements", "Titles", "Positions", "Defined Terms", "Books", "Records", "Indemnity", "Terms", "Litigations", "Confidentiality", "Taxes"], "gold": ["Taxes"]}
+{"input": "The execution, delivery and performance by Purchaser of this Agreement and the Investor Rights Agreement and the consummation by Purchaser of the transactions contemplated hereby and thereby will not (i)\u00a0result in a violation of the organizational documents of Purchaser, (ii)\u00a0conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which Purchaser is a party, or (iii)\u00a0result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Purchaser, except in the case of clauses (ii)\u00a0and (iii)\u00a0above, for such conflicts, defaults, rights or violations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations hereunder.", "references": ["Entire Agreements", "Employment", "Consent To Jurisdiction", "Terms", "Adjustments", "Notices", "Remedies", "Venues", "Cooperation", "Defined Terms", "Organizations", "Successors", "Capitalization", "Non-Disparagement", "Vesting", "Anti-Corruption Laws", "Publicity", "Warranties", "Positions", "Forfeitures", "Titles", "Assignments", "Solvency", "Counterparts", "Representations", "Definitions", "Amendments", "Erisa", "Sales", "Closings", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.", "references": ["Costs", "Remedies", "General", "Disability", "Construction", "Transactions With Affiliates", "Litigations", "Cooperation", "Submission To Jurisdiction", "Agreements", "Jurisdictions", "Tax Withholdings", "Use Of Proceeds", "No Defaults", "Vesting", "Adjustments", "Expenses", "Publicity", "No Conflicts", "Solvency", "Qualifications", "Confidentiality", "Closings", "Headings", "Employment", "Sanctions", "Consents", "Notices", "Vacations", "Venues", "Participations"], "gold": ["Participations"]}
+{"input": "Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the Agreement.", "references": ["Confidentiality", "Vacations", "Further Assurances", "Successors", "Notices", "Brokers", "Effectiveness", "Withholdings", "Indemnity", "Venues", "Agreements", "Representations", "Tax Withholdings", "Erisa", "Solvency", "Waivers", "Books", "Qualifications", "Authorizations", "Intellectual Property", "Terminations", "Positions", "Interests", "Non-Disparagement", "Construction", "Releases", "Change In Control", "Miscellaneous", "Forfeitures", "Amendments", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Any expiration termination hereof shall not impair any rights or discharge any obligations that accrued to the Parties as of the effective date of such expiration or termination. The following provisions shall survive any expiration or termination of this Agreement Sections 5 , 6.5 (last two sentences), 8 , 9.5 , 10 , 11 , 12 , 13.4 , 13.5 and 14 .", "references": ["No Waivers", "Financial Statements", "Miscellaneous", "Payments", "Costs", "Interpretations", "Definitions", "Severability", "Modifications", "Waiver Of Jury Trials", "Existence", "Integration", "Sales", "Applicable Laws", "Cooperation", "Withholdings", "Confidentiality", "Capitalization", "Terminations", "Indemnity", "Organizations", "Arbitration", "Use Of Proceeds", "Interests", "Tax Withholdings", "Indemnifications", "Anti-Corruption Laws", "Death", "Submission To Jurisdiction", "Representations", "Survival"], "gold": ["Survival"]}
+{"input": "Oncothyreon and/or its Affiliates shall, including through Sublicensees, use Commercially Reasonable Efforts to (i)\u00a0obtain Marketing Approvals for Product in the United States and the Major EU Countries, and (ii)\u00a0commercialize Product in the United States and the Major EU Countries after receipt of such Marketing Approvals.", "references": ["Books", "Governing Laws", "Authorizations", "Integration", "Headings", "Construction", "Titles", "Fees", "Organizations", "Participations", "Representations", "Sanctions", "Transactions With Affiliates", "Waiver Of Jury Trials", "Terminations", "Vacations", "Disability", "Enforceability", "Applicable Laws", "Intellectual Property", "Non-Disparagement", "Use Of Proceeds", "Compliance With Laws", "Existence", "Change In Control", "Cooperation", "Indemnifications", "Counterparts", "Venues", "Solvency", "General"], "gold": ["General"]}
+{"input": "The Administrator may make various adjustments to your Options, including adjustments to the number and type of securities subject to the Options and the Exercise Price, in accordance with the terms of the Plan.\u00a0\u00a0In the event of any transaction resulting in a Change in Control (as defined in the Plan) of the Company, the outstanding Options will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Options by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof.\u00a0\u00a0In the event of such termination, you will be permitted, immediately before the Change in Control, to exercise or convert all portions of such Options that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control.", "references": ["Intellectual Property", "Interests", "Death", "Liens", "Waiver Of Jury Trials", "Insurances", "Construction", "Sales", "Benefits", "Compliance With Laws", "Binding Effects", "Survival", "Indemnifications", "Arbitration", "Expenses", "Sanctions", "Withholdings", "Solvency", "Consents", "Interpretations", "Further Assurances", "Taxes", "Applicable Laws", "Representations", "Costs", "Disability", "Records", "Submission To Jurisdiction", "Assigns", "Tax Withholdings", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The Indenture Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor\u2019s reporting requirements under the Exchange Act with respect to the Issuer.\u00a0 The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith.\u00a0 In addition to the other information specified in this Article , if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee and the Servicer shall provide the Depositor with (i) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor\u2019s reporting obligations under the Exchange Act and (ii) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.\u00a0 Each of the Servicer and the Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.", "references": ["Sanctions", "Disclosures", "Consent To Jurisdiction", "Warranties", "Payments", "Closings", "Change In Control", "Definitions", "Headings", "Adjustments", "No Defaults", "Titles", "Modifications", "Remedies", "Enforcements", "Authority", "Counterparts", "Construction", "Survival", "Anti-Corruption Laws", "Interpretations", "Erisa", "Jurisdictions", "Expenses", "Submission To Jurisdiction", "Assigns", "Indemnifications", "Records", "Waiver Of Jury Trials", "Financial Statements", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF MICHIGAN.", "references": ["Effectiveness", "No Conflicts", "Indemnity", "Erisa", "Adjustments", "Expenses", "Capitalization", "Venues", "Assignments", "Consent To Jurisdiction", "Brokers", "Subsidiaries", "Applicable Laws", "Base Salary", "Amendments", "Authority", "Vesting", "Powers", "Fees", "Submission To Jurisdiction", "Representations", "Miscellaneous", "Construction", "Withholdings", "Change In Control", "Consents", "Titles", "Intellectual Property", "Confidentiality", "Interpretations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Executive further declares and represents that no promise, inducement, or agreement not herein expressed or referred to has been made to him. Except as otherwise specifically provided in this Agreement, this instrument (including the exhibits hereto) constitutes the entire agreement between Executive and the Companies and supersedes all prior agreements and understandings, written or oral, including, without limitation the Severance Plan and the Offer Letter. This Agreement may not be changed unless the change is in writing and signed by Executive and an authorized representative of each of Holdings and The Hertz Corporation. Parol evidence will be inadmissible to show agreement by and between the parties to any term or condition contrary to or in addition to the terms and conditions contained in this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which together constitute one and the same agreement, whether delivered in person, by mail, by e-mail or by facsimile. For avoidance of doubt, nothing in this Agreement shall limit the application of the Company\u2019s Compensation Recovery Policy (or any successor or replacement policy) to any compensation, payments or benefits payable or paid to Executive pursuant to this Agreement or any other arrangement, agreement or plan.", "references": ["Binding Effects", "Definitions", "Counterparts", "Applicable Laws", "Organizations", "Notices", "Successors", "Releases", "Use Of Proceeds", "Assigns", "Intellectual Property", "Governing Laws", "Authorizations", "Indemnifications", "Expenses", "Base Salary", "Forfeitures", "Positions", "Titles", "Existence", "Construction", "Confidentiality", "Liens", "Sales", "Severability", "Specific Performance", "Cooperation", "Change In Control", "Erisa", "Vacations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Registration Statement, Prospectus and the Prospectus Supplement, being collectively referred to herein as the \u201c SEC Reports \u201d) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201c GAAP \u201d), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Vacations", "Records", "Entire Agreements", "Submission To Jurisdiction", "Integration", "Disability", "Warranties", "Applicable Laws", "Sanctions", "Miscellaneous", "Benefits", "Employment", "Modifications", "No Defaults", "Erisa", "Indemnifications", "Litigations", "Assigns", "Defined Terms", "Notices", "Existence", "Compliance With Laws", "Authorizations", "Titles", "Counterparts", "Waiver Of Jury Trials", "Agreements", "Transactions With Affiliates", "Base Salary", "No Waivers", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "All notices and other communications provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to (i) the Borrower, to it at 8503 Hilltop Drive, Ooltewah, Tennessee 37363, Attention: Deborah L. Whitmire and Frank Madonia, Telecopy: (423) 238-8417, (ii) the Lender to it at 701 Market Street, Chattanooga, Tennessee 37402, Attention: Commercial Lending, Telecopy: (423) 757-4028, or (iii) as to any such person at such other address as shall be designated by such person in a written notice to the other parties hereto complying as to delivery with the terms of this Section\u00a09.2. All such notices and other communications shall be effective (i)\u00a0if mailed, when received or three (3) business days after mailing, whichever is earlier; or (ii)\u00a0if delivered by national overnight courier company or other personal delivery, upon delivery; or (iii)\u00a0if delivered by electronic mail or facsimile, upon delivery. Notice shall be deemed given upon receipt or refusal to accept delivery.", "references": ["Use Of Proceeds", "Governing Laws", "Subsidiaries", "Records", "Fees", "Participations", "Authorizations", "Interests", "Disclosures", "Severability", "Effective Dates", "Binding Effects", "Remedies", "General", "Approvals", "Successors", "No Waivers", "Solvency", "Indemnifications", "Death", "Defined Terms", "Integration", "Erisa", "Terminations", "Qualifications", "Forfeitures", "Agreements", "Modifications", "Powers", "Anti-Corruption Laws", "Notices"], "gold": ["Notices"]}
+{"input": "During the Employment Term, the Company shall pay the Executive a base salary, payable in equal installments in accordance with Company payroll procedures, at an annual rate of Eight Hundred Fifty Thousand Dollars ($850,000), pro-rated to reflect any partial year of employment. The Board or a committee thereof shall review Executive\u2019s base salary on an annual basis and may increase Executive\u2019s base salary from time to time, in which case such increased salary then shall become the Executive\u2019s base salary for purposes of this Agreement.", "references": ["Disclosures", "Waivers", "Miscellaneous", "Qualifications", "Agreements", "Notices", "No Defaults", "Modifications", "Successors", "Consents", "Capitalization", "Intellectual Property", "Construction", "Survival", "Non-Disparagement", "Headings", "Sales", "Closings", "Indemnifications", "Sanctions", "Consent To Jurisdiction", "Jurisdictions", "Interests", "Terminations", "Representations", "Specific Performance", "Death", "Publicity", "Titles", "Submission To Jurisdiction", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California .", "references": ["Vacations", "Jurisdictions", "Vesting", "Assigns", "Authorizations", "No Conflicts", "Construction", "Brokers", "Waivers", "Integration", "Liens", "Severability", "Cooperation", "Assignments", "Insurances", "Submission To Jurisdiction", "Enforceability", "Tax Withholdings", "Compliance With Laws", "Venues", "Enforcements", "Costs", "Organizations", "Publicity", "Benefits", "Fees", "Transactions With Affiliates", "Consents", "Non-Disparagement", "Governing Laws", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "To induce Senior Creditor to execute and deliver this Agreement, Subordinated Creditor hereby represents and warrants to Senior Creditor that as of the date hereof: (a) it is duly formed and validly existing under the laws of the jurisdiction of its organization and has the legal capacity, power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by Subordinated Creditor will not violate or conflict with (i) the organizational documents of Subordinated Creditor, (ii) any agreement binding upon Subordinated Creditor or (iii) any applicable law, regulation or order or require any consent or approval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of Subordinated Creditor, enforceable against Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors\u2019 rights generally and by equitable principles; (d) Subordinated Creditor is the sole owner, beneficially and of record, of all of the Subordinated Credit Documents and the Subordinated Obligations; and (e) the Subordinated Obligations are unsecured.", "references": ["Forfeitures", "Disability", "Remedies", "Change In Control", "Indemnifications", "Entire Agreements", "Effective Dates", "Interests", "Liens", "Closings", "Costs", "Headings", "Arbitration", "Binding Effects", "Litigations", "Warranties", "Jurisdictions", "Consents", "Indemnity", "Terms", "Powers", "Integration", "Construction", "Existence", "Severability", "Interpretations", "Compliance With Laws", "Submission To Jurisdiction", "Publicity", "Sanctions", "Representations"], "gold": ["Representations"]}
+{"input": "The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity the result of which would have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC Pink (the \u201cOTC Pink\u201d), the OTCQB or any similar quotation system, and does not reasonably anticipate that the Common Stock will be delisted by the OTC Pink, the OTCQB or any similar quotation system, in the foreseeable future nor are the Company's securities \u201cchilled\u201d by DTC. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.", "references": ["Use Of Proceeds", "Notices", "Binding Effects", "Duties", "Positions", "Assigns", "Enforceability", "Titles", "Tax Withholdings", "Liens", "Survival", "Intellectual Property", "Interests", "Non-Disparagement", "Interpretations", "Closings", "Brokers", "Anti-Corruption Laws", "Entire Agreements", "Approvals", "Warranties", "Change In Control", "Benefits", "Capitalization", "Vesting", "Records", "Construction", "Payments", "Remedies", "Base Salary", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement, collectively with the Exhibits hereto and the Proprietary Information Agreement, represents the entire agreement of the Parties with respect to the subject matter hereof and shall supersede any and all previous contracts, arrangements, proposed terms or understandings between the Parties. In addition, this Agreement shall supersede the employment agreement between the Executive and Impax as of the execution of this Agreement by Amneal and Executive, and the Executive agrees to execute such documents as reasonably determined necessary or appropriate to affect such supersession without triggering any severance under such employment agreement. This Agreement (including any of the Exhibits hereto) may be amended, modified or replaced at any time by mutual written agreement of the Parties. In the case of any conflict between any express term of this Agreement and any statement contained in any plan, program, arrangement, employment manual, memorandum or rule of general applicability of the Amneal, this Agreement shall control.", "references": ["Assignments", "Waivers", "Defined Terms", "Specific Performance", "Insurances", "Fees", "Powers", "Litigations", "No Waivers", "Integration", "Successors", "Notices", "Effective Dates", "Financial Statements", "Modifications", "Submission To Jurisdiction", "Positions", "General", "Effectiveness", "Withholdings", "Representations", "Approvals", "Costs", "Amendments", "Change In Control", "Forfeitures", "Benefits", "Enforceability", "Taxes", "Titles", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "MRMC will invoice the Company in advance for the (a)\u00a0Monthly Fee and (b)\u00a0Direct Expenses, if any, that are incurred or anticipated to be incurred for each month. The Company will pay to MRMC all amounts due under the invoice on or before the first of the month. Direct Expenses will be estimated but trued up at the end of any month, with the payment of any shortage due from the Company to MRMC, or any excess due from MRMC to Company, to be paid within ten days of the end of the month.", "references": ["Subsidiaries", "Jurisdictions", "Tax Withholdings", "Miscellaneous", "Submission To Jurisdiction", "Insurances", "Waiver Of Jury Trials", "Successors", "Change In Control", "Powers", "Litigations", "Intellectual Property", "Consents", "Books", "Effectiveness", "Assignments", "Releases", "Authority", "Interpretations", "Disability", "Withholdings", "Enforcements", "Representations", "Costs", "Confidentiality", "Terms", "Use Of Proceeds", "Compliance With Laws", "Integration", "Severability", "Payments"], "gold": ["Payments"]}
+{"input": "The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.2 of the Guarantee and Collateral Agreement.", "references": ["Solvency", "Waiver Of Jury Trials", "Notices", "Effectiveness", "Qualifications", "No Conflicts", "Successors", "Representations", "Brokers", "Litigations", "Subsidiaries", "Governing Laws", "Powers", "Amendments", "Jurisdictions", "Headings", "Benefits", "Death", "Participations", "Titles", "Consent To Jurisdiction", "Arbitration", "Enforceability", "Books", "Effective Dates", "Applicable Laws", "Venues", "Base Salary", "Indemnifications", "Organizations", "Insurances"], "gold": ["Insurances"]}
+{"input": "For the term of your employment (your \u201c Employment \u201d), the Company agrees to employ you as its most senior executive officer in the position of the sole Chief Executive Officer (\u201c CEO \u201d). You will report solely to the Company\u2019s Board of Directors (the \u201c Board \u201d) and you will be working out of the Company\u2019s office in Menlo Park, CA, provided, however, that the Company agrees you may telecommute from your residence in New Jersey as much as practical, provided such telecommuting does not materially interfere with your duties as CEO, and provided you will be expected to regularly travel to the Company\u2019s Menlo Park office as well as engage in other business travel, as needed. Subject to your initial appointment or election by the Board consistent with the Company\u2019s bylaws and subject to your subsequent re-election by the stockholders of the Company, you will also serve on the Board during your Employment. You will be responsible for developing and executing the Company\u2019s strategies, achieving business objectives, increasing the Company\u2019s stockholder value, presiding over the entire workforce, and other duties commensurate with your position as CEO. Your duties and responsibilities always will be at least commensurate with those duties and responsibilities normally associated with and appropriate for someone in the position of CEO. \u00a0Effective on September 11, 2018, you will be appointed as the Company\u2019s CEO (the \u201c Effective Date \u201d).", "references": ["Titles", "Base Salary", "Sales", "Consents", "Construction", "Notices", "Effectiveness", "Entire Agreements", "Taxes", "Expenses", "Change In Control", "Liens", "Enforcements", "Vacations", "Non-Disparagement", "Existence", "Participations", "Disclosures", "No Waivers", "Forfeitures", "Payments", "Indemnifications", "No Conflicts", "Arbitration", "Further Assurances", "Disability", "Authorizations", "Survival", "Severability", "Financial Statements", "Positions"], "gold": ["Positions"]}
+{"input": "The Term ORRI shall be free of (and without deduction therefrom of) any and all royalties and other burdens on production (other than, for the avoidance of doubt, Post Production Costs subject to Section 1.6 of this Conveyance) and shall bear no part of same. Grantor\u2019s portion of the Net Oil and Gas Properties shall be burdened with, and Grantor shall timely pay, all such royalties and other burdens on production, and Grantor shall defend, indemnify and hold Grantee harmless from and against any loss or claim with respect to any such royalties and other burdens on production or any claim by the owners or holders of such royalties and other burdens on production. Grantor will bear and pay all Taxes with respect to the Term ORRI other than Taxes that are actually deducted from the Existing Royalties or otherwise borne by the owners of the Existing Royalties.\u00a0 Grantee will immediately reimburse, and indemnify, Grantor for, and from and against any claims related to or incurred in connection with, all amounts paid by or assessed against or charged to Grantor in connection with Grantee\u2019s failure to pay when and as due the Taxes for which Grantee is responsible pursuant to the preceding sentence.", "references": ["Enforcements", "Authority", "Assignments", "Books", "Interpretations", "Participations", "Expenses", "Fees", "Representations", "Cooperation", "Specific Performance", "Further Assurances", "Withholdings", "Effective Dates", "Brokers", "Transactions With Affiliates", "Tax Withholdings", "Survival", "Interests", "Disclosures", "Notices", "No Defaults", "Approvals", "Remedies", "Records", "Vesting", "Headings", "Agreements", "Arbitration", "Enforceability", "Taxes"], "gold": ["Taxes"]}
+{"input": "Unless earlier terminated in accordance with this Article XXIII , the term of this Services Agreement shall commence on the Effective Date and will continue for ten (10) years thereafter (the \u201c Term \u201d). The Parties shall commence discussions in good faith upon the eighth (8 th ) anniversary of the Effective Date for a possible extension of the Term for an additional five (5) year period. A Party is not required to agree to an extension.", "references": ["Solvency", "Submission To Jurisdiction", "Miscellaneous", "Participations", "Applicable Laws", "Death", "Records", "Effectiveness", "Adjustments", "Construction", "No Waivers", "Venues", "Consent To Jurisdiction", "Approvals", "Survival", "Indemnity", "Interpretations", "Disclosures", "Intellectual Property", "Cooperation", "Specific Performance", "Jurisdictions", "Further Assurances", "General", "Releases", "Assigns", "Capitalization", "Benefits", "Employment", "Withholdings", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.\u00a0In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a \u201c.pdf\u201d format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or \u201c.pdf\u201d signature page were an original thereof.", "references": ["Sanctions", "Venues", "Publicity", "Duties", "Erisa", "Disclosures", "Authority", "Taxes", "Costs", "Governing Laws", "Waivers", "Liens", "Waiver Of Jury Trials", "Adjustments", "Vacations", "Entire Agreements", "Binding Effects", "Litigations", "Existence", "Consents", "Representations", "Benefits", "Brokers", "Vesting", "Assigns", "Insurances", "General", "Closings", "Assignments", "Defined Terms", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to, in the case of (i) the Issuer, at c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, Attention: Corporate Trust Administration, with a copy to BMW Financial Services NA, LLC, as Administrator, at\u00a0300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, Attention: General Counsel; (ii) the Indenture Trustee and the Secured Party, at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Global Structured Finance/BMW Vehicle Lease Trust 2018-1; and (iii) the Securities Intermediary, at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Global Structured Finance/BMW Vehicle Lease Trust 2018-1; or as to any of such parties, at such other address as shall be designated by such party in a written notice to the other parties.", "references": ["Disability", "Qualifications", "Indemnity", "Authority", "Duties", "Sales", "Binding Effects", "Remedies", "Enforcements", "Benefits", "Warranties", "Subsidiaries", "Consent To Jurisdiction", "No Waivers", "No Conflicts", "Participations", "Employment", "Titles", "Headings", "Effective Dates", "Severability", "Releases", "Enforceability", "Brokers", "Intellectual Property", "Approvals", "Modifications", "Interests", "Disclosures", "Entire Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "All computations of interest for Base Rate Loans in respect of which the rate of interest is calculated on the basis of the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["Financial Statements", "Terminations", "No Waivers", "Authorizations", "Sanctions", "Survival", "Representations", "Approvals", "Counterparts", "Defined Terms", "Binding Effects", "Payments", "Erisa", "Enforceability", "Entire Agreements", "Books", "Warranties", "Forfeitures", "Interpretations", "Tax Withholdings", "Organizations", "Effectiveness", "Governing Laws", "Publicity", "Assignments", "Agreements", "Powers", "Releases", "Applicable Laws", "Adjustments", "Fees"], "gold": ["Fees"]}
+{"input": "This Consulting Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws provisions thereof.", "references": ["Positions", "Cooperation", "Enforceability", "Closings", "Waivers", "Defined Terms", "Compliance With Laws", "Qualifications", "Forfeitures", "Representations", "Assigns", "No Conflicts", "Financial Statements", "Titles", "Entire Agreements", "Approvals", "Assignments", "Enforcements", "Specific Performance", "Binding Effects", "Waiver Of Jury Trials", "Tax Withholdings", "Sales", "Change In Control", "Remedies", "Organizations", "Costs", "Definitions", "No Waivers", "Confidentiality", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Borrower agrees that the proceeds of the Loans shall be used solely to pay related fees and expenses in connection with this Agreement and to support the clinical development and commercialization of the Study Product.", "references": ["Compliance With Laws", "Adjustments", "Assigns", "Liens", "Remedies", "Integration", "Terms", "Approvals", "Sanctions", "Intellectual Property", "Further Assurances", "Submission To Jurisdiction", "Effective Dates", "Expenses", "Financial Statements", "Confidentiality", "Authorizations", "Defined Terms", "Waivers", "Capitalization", "Benefits", "Qualifications", "Fees", "General", "Litigations", "Disclosures", "Assignments", "Successors", "Existence", "Amendments", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Failure or delay of either party to insist upon compliance with any provision hereof will not operate as, and is not to be construed as, a waiver or amendment of such provision or the right of the aggrieved party to insist upon compliance with such provision or to take remedial steps to recover damages or other relief for noncompliance. Any express waiver of any provision of this Agreement will not operate and is not to be construed as a waiver of any subsequent breach, whether occurring under similar or dissimilar circumstances.", "references": ["Survival", "Employment", "Terms", "Further Assurances", "Duties", "Terminations", "No Defaults", "Withholdings", "Adjustments", "Approvals", "Remedies", "Base Salary", "Applicable Laws", "Enforcements", "Use Of Proceeds", "Compliance With Laws", "Fees", "Warranties", "Headings", "Specific Performance", "Vacations", "No Waivers", "Death", "Indemnifications", "Defined Terms", "Governing Laws", "Taxes", "Entire Agreements", "Authorizations", "Construction", "Waivers"], "gold": ["Waivers"]}
+{"input": "If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)\u00a0the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.\u00a0\u00a0The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Records", "Cooperation", "Sales", "Qualifications", "No Conflicts", "Tax Withholdings", "Representations", "Terms", "Enforcements", "Successors", "Participations", "Applicable Laws", "Brokers", "Capitalization", "Positions", "Adjustments", "Intellectual Property", "Transactions With Affiliates", "Headings", "Authorizations", "Powers", "Further Assurances", "Consent To Jurisdiction", "Disability", "Defined Terms", "Venues", "Assignments", "Subsidiaries", "Miscellaneous", "Terminations", "Severability"], "gold": ["Severability"]}
+{"input": "Each Party shall, at the request of the other Party, promptly do or so far as each is able procure the doing, of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to such other Party concerned as they may reasonably consider necessary for giving full effect to this Agreement and securing to such other Party the full benefit of the rights, powers and remedies conferred upon them in this Agreement.", "references": ["Miscellaneous", "Compliance With Laws", "Qualifications", "Confidentiality", "Publicity", "Applicable Laws", "Sanctions", "Solvency", "Defined Terms", "Amendments", "Intellectual Property", "Authorizations", "General", "Modifications", "Assignments", "Tax Withholdings", "Adjustments", "Entire Agreements", "No Defaults", "Indemnity", "Records", "Disability", "Vesting", "Terms", "Effective Dates", "Erisa", "Organizations", "Assigns", "Death", "Consent To Jurisdiction", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.\u00a0\u00a0None of the written reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party or any of its Subsidiaries (taken as a whole) to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other written information so furnished) contains any material misstatement of fact or omits to state any material fact (other than industry-wide risks normally associated with the types of businesses conducted by the Loan Parties and as to matters related to the economy in general) necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date made or deemed made; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered.", "references": ["Confidentiality", "Enforceability", "Records", "Vacations", "Liens", "Severability", "Tax Withholdings", "Consents", "Interests", "Waiver Of Jury Trials", "Positions", "Fees", "Subsidiaries", "Waivers", "Adjustments", "Successors", "Notices", "Duties", "Vesting", "Intellectual Property", "Enforcements", "Agreements", "Headings", "Miscellaneous", "Change In Control", "Closings", "Disability", "Existence", "Jurisdictions", "Governing Laws", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement and the rights hereunder are personal to you and may not be transferred or assigned by you at any time. The Company may assign its rights, together with its obligations hereunder, to any parent, subsidiary, affiliate or successor, or in connection with any sale, transfer or other disposition of all or substantially all of its business assets (whether by merger or otherwise).", "references": ["Change In Control", "Disclosures", "Publicity", "Remedies", "Applicable Laws", "Intellectual Property", "Releases", "Death", "Approvals", "Binding Effects", "Duties", "Sanctions", "No Waivers", "Enforcements", "General", "Payments", "Erisa", "Waivers", "Venues", "Defined Terms", "Participations", "Employment", "Survival", "Forfeitures", "Terminations", "Litigations", "Tax Withholdings", "Interpretations", "Expenses", "Vacations", "Assignments"], "gold": ["Assignments"]}
+{"input": "The initial term of this Agreement shall begin on the Commencement Date and continue for a period of one year (\u201c Initial Term \u201d). At the conclusion of the Initial Term, and each successive term thereafter, the Agreement shall be automatically renewed for an additional one-year term, unless either party gives written notice of its intention to terminate the Agreement at least six months prior to the automatic renewal date (collectively, the \u201c Term \u201d).", "references": ["Intellectual Property", "Entire Agreements", "Survival", "Severability", "No Waivers", "Integration", "Governing Laws", "Interpretations", "Duties", "Authority", "Solvency", "Further Assurances", "Miscellaneous", "Consent To Jurisdiction", "Representations", "Venues", "Authorizations", "Titles", "Erisa", "General", "Warranties", "Costs", "Benefits", "Tax Withholdings", "Binding Effects", "Litigations", "Remedies", "Compliance With Laws", "Financial Statements", "Base Salary", "Terms"], "gold": ["Terms"]}
+{"input": "Schedule 3.15 sets forth a description of all insurance maintained by or on behalf of the Borrower or any Subsidiary as of the First A&R Effective Date. As of the First A&R Effective Date, such insurance is in full force and effect and all premiums in respect of such insurance have been paid. The Borrower believes that the insurance maintained by or on behalf of the Borrower and the Subsidiaries is in such amounts (with no greater risk retention) and against such risks as is (a)\u00a0customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b)\u00a0adequate.", "references": ["Non-Disparagement", "Enforceability", "Subsidiaries", "Applicable Laws", "Capitalization", "Effective Dates", "Expenses", "Entire Agreements", "Terms", "Adjustments", "Authority", "Authorizations", "Disclosures", "Forfeitures", "Warranties", "Positions", "Governing Laws", "Books", "Assignments", "Headings", "Benefits", "Agreements", "Closings", "Powers", "Publicity", "Use Of Proceeds", "Disability", "Payments", "Titles", "Construction", "Insurances"], "gold": ["Insurances"]}
+{"input": "All fees and expenses in connection with the Term Loan Facility and the Revolving Credit Facility (including reasonable out-of-pocket legal fees and expenses) payable by Parent or any other Borrower to the Lenders, the Arrangers and the Agents on or before the Closing Date shall have been paid to the extent then due; provided , that all such amounts shall be required to be paid, as a condition precedent to the Closing Date, only to the extent invoiced at least one Business Day prior to the Closing Date.", "references": ["Waiver Of Jury Trials", "Consent To Jurisdiction", "Liens", "Sanctions", "General", "Integration", "Releases", "Expenses", "Anti-Corruption Laws", "Agreements", "Interpretations", "Change In Control", "Titles", "Submission To Jurisdiction", "Governing Laws", "Non-Disparagement", "Assigns", "Solvency", "Waivers", "Vesting", "Books", "Consents", "Miscellaneous", "Capitalization", "Terms", "Compliance With Laws", "Costs", "Assignments", "Payments", "No Waivers", "Fees"], "gold": ["Fees"]}
+{"input": "All representations and warranties made by the Seller to the applicable Investors regarding the Mortgage Loans and Servicing Rights in any Servicing Agreement or otherwise are incorporated herein by reference as of the dates originally made, and inure to the benefit of the Purchaser.", "references": ["Confidentiality", "Consent To Jurisdiction", "Modifications", "Erisa", "Withholdings", "Sales", "Financial Statements", "Transactions With Affiliates", "Terminations", "Binding Effects", "Interpretations", "No Defaults", "Compliance With Laws", "Vesting", "Defined Terms", "Capitalization", "Taxes", "Positions", "Sanctions", "Waivers", "Subsidiaries", "Headings", "Non-Disparagement", "Insurances", "No Conflicts", "Titles", "Notices", "Further Assurances", "Liens", "Tax Withholdings", "Representations"], "gold": ["Representations"]}
+{"input": "None of the factual information and data heretofore or contemporaneously furnished in writing by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make such factual information and data (taken as a whole), in the light of the circumstances under which it was delivered, not materially misleading; it being understood that for purposes of this Section\u00a05.14, such factual information and data shall not include projections and pro forma financial information or information of a general economic or general industry nature.", "references": ["Agreements", "Counterparts", "Governing Laws", "Vesting", "Participations", "Enforcements", "Terminations", "Erisa", "Waivers", "Modifications", "No Waivers", "Construction", "Change In Control", "Brokers", "Venues", "Payments", "Transactions With Affiliates", "Positions", "Intellectual Property", "Interpretations", "Organizations", "Consents", "Defined Terms", "Authorizations", "Subsidiaries", "Benefits", "Cooperation", "Existence", "Notices", "Records", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Guaranty shall be treated as confidential and is being provided to the Beneficiary on behalf of the Selling Parties solely in connection with the Transactions. This Guaranty may not be used, circulated, quoted or otherwise referred to in any document, except (i) with the prior written consent of the Guarantor or (ii) as may be required by applicable Law, court process or stock exchange rules; provided that, to the extent permissible (under Law, court process or stock exchange rules) and reasonably practicable, the Guarantor is given prompt written notice of any such requirement so that it may seek a protective order or other remedy. Notwithstanding the foregoing, this Guaranty may be provided by the Beneficiary to its advisors, strictly for informational purposes, who have been directed by the Beneficiary to treat this Guaranty as confidential in accordance with this Section 6(c).", "references": ["Transactions With Affiliates", "Venues", "General", "Closings", "Financial Statements", "Counterparts", "Vesting", "Withholdings", "Further Assurances", "Indemnifications", "Books", "Governing Laws", "Organizations", "Interpretations", "Integration", "Terminations", "Positions", "Miscellaneous", "Duties", "Intellectual Property", "Indemnity", "Assignments", "Warranties", "Consent To Jurisdiction", "Use Of Proceeds", "Releases", "Terms", "Disclosures", "Notices", "Severability", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (\u201c JAMS \u201d ), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the \u201c Rules \u201d ), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance \u201cstrike and rank\u201d methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be allocated as determined by the arbitrators, and the arbitrators are authorized to award attorneys\u2019 fees to the prevailing party, including pre and post award interest. The arbitrators\u2019 decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators\u2019 decision and award will be made and delivered as soon as reasonably possibly and in any case within sixty (60) days\u2019 following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.", "references": ["Successors", "Use Of Proceeds", "Assignments", "Solvency", "Disability", "General", "No Defaults", "Powers", "Participations", "No Waivers", "Submission To Jurisdiction", "Sales", "Duties", "Waivers", "Cooperation", "Terms", "Remedies", "Applicable Laws", "Titles", "Effectiveness", "Authorizations", "Approvals", "Miscellaneous", "Liens", "Employment", "Warranties", "Non-Disparagement", "Indemnity", "Vesting", "Venues", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all Parties hereto, notwithstanding that all such Parties are not signatories to the original or the same counterpart. Facsimile copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.", "references": ["Survival", "Death", "Binding Effects", "Sales", "Transactions With Affiliates", "Closings", "Use Of Proceeds", "Amendments", "Waivers", "Waiver Of Jury Trials", "No Conflicts", "Change In Control", "Costs", "Books", "Terminations", "Withholdings", "Defined Terms", "Jurisdictions", "Remedies", "Employment", "Compliance With Laws", "Indemnifications", "Disability", "Submission To Jurisdiction", "Litigations", "Participations", "Successors", "Notices", "Consents", "Releases", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any Losses incurred by an Indemnified Seller Party for noncompliance by Seller or an Indemnified Seller Party with applicable Laws shall not be reimbursed by Company but shall be the sole responsibility of Seller. Seller shall indemnify, defend and hold harmless each Indemnified Company Party from and against any and all Losses in any way arising out of, incident to, or resulting directly or indirectly from the failure of Seller to comply with any Laws.", "references": ["Waiver Of Jury Trials", "Death", "Submission To Jurisdiction", "Defined Terms", "Benefits", "Further Assurances", "Tax Withholdings", "Brokers", "Capitalization", "Intellectual Property", "Costs", "Successors", "Integration", "No Waivers", "Liens", "Solvency", "Base Salary", "Taxes", "Venues", "Organizations", "Enforceability", "General", "Litigations", "Subsidiaries", "Enforcements", "Effectiveness", "Interests", "Change In Control", "Definitions", "Terms", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The proceeds of the Borrowings will be used, directly or indirectly (a)\u00a0on the Escrow Release Date, in a manner consistent with the uses set forth in the preliminary statements to this Agreement and (b)\u00a0after the Escrow Release Date, for any purpose not prohibited by this Agreement, including, to pay costs and expenses related to the Transactions and for general corporate purposes and working capital needs (including Permitted Acquisitions).", "references": ["Agreements", "Cooperation", "Base Salary", "Miscellaneous", "Subsidiaries", "Consent To Jurisdiction", "Applicable Laws", "Definitions", "Vesting", "Disclosures", "Intellectual Property", "Anti-Corruption Laws", "Binding Effects", "Transactions With Affiliates", "Closings", "Amendments", "Withholdings", "Solvency", "Disability", "Effective Dates", "Notices", "Organizations", "Representations", "Financial Statements", "Liens", "Authorizations", "Employment", "Capitalization", "Adjustments", "Expenses", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with (other than the filing with the SEC of a Form D and any other filings as may be required by any state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Initial Closing Date, and the Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.", "references": ["Death", "Anti-Corruption Laws", "General", "Withholdings", "No Defaults", "Enforcements", "Liens", "Cooperation", "Costs", "Sales", "Fees", "Headings", "Subsidiaries", "Publicity", "Vesting", "Representations", "Waiver Of Jury Trials", "Sanctions", "Books", "Applicable Laws", "Change In Control", "Solvency", "No Waivers", "Miscellaneous", "Records", "Successors", "Defined Terms", "Terminations", "Use Of Proceeds", "Duties", "Consents"], "gold": ["Consents"]}
+{"input": "The Borrowers shall have paid to the Administrative Agent for the accounts of the Banks all fees then payable.", "references": ["Capitalization", "Litigations", "Governing Laws", "Confidentiality", "Modifications", "Records", "Change In Control", "Terms", "Indemnifications", "Successors", "Payments", "Forfeitures", "Tax Withholdings", "Warranties", "Further Assurances", "Enforcements", "Powers", "Qualifications", "Effectiveness", "Brokers", "Expenses", "Counterparts", "Compliance With Laws", "Assigns", "Anti-Corruption Laws", "Survival", "Intellectual Property", "Headings", "Death", "No Conflicts", "Fees"], "gold": ["Fees"]}
+{"input": "The Company shall reimburse you for temporary housing expenses and business expenses that are reasonable and necessary for you to perform, and were incurred by you in the course of the performance of, your duties pursuant to this Agreement and in accordance with the Company\u2019s general policies, including reasonable travel. Such expenses shall be reimbursed upon your submission of vouchers and an expense report in such form as may be required by the Company consistent with the Company\u2019s policies in place from time-to-time.", "references": ["Intellectual Property", "Costs", "Indemnifications", "Participations", "Modifications", "Closings", "Withholdings", "Employment", "Notices", "Positions", "Insurances", "Confidentiality", "Enforceability", "Base Salary", "Effective Dates", "Amendments", "Existence", "Cooperation", "Interpretations", "Entire Agreements", "Indemnity", "Enforcements", "Taxes", "Books", "Disability", "Definitions", "Miscellaneous", "Organizations", "Venues", "Erisa", "Expenses"], "gold": ["Expenses"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section \u00a09.09 with respect to any payments made by such Lender to its Participant(s).", "references": ["Waivers", "Approvals", "Effectiveness", "Vacations", "Employment", "Counterparts", "Submission To Jurisdiction", "Vesting", "Successors", "Change In Control", "Governing Laws", "Titles", "Defined Terms", "No Defaults", "Disability", "Binding Effects", "Litigations", "Assignments", "Closings", "Enforceability", "Liens", "Applicable Laws", "Costs", "Benefits", "Insurances", "Payments", "Releases", "Compliance With Laws", "Forfeitures", "Records", "Participations"], "gold": ["Participations"]}
+{"input": "The Company and the Executive agree to the resolution by binding arbitration of all claims, demands, causes of action, disputes, controversies or other matters in question (\u201cclaims\u201d), whether or not arising out of this Agreement or the Executive\u2019s employment (or its termination), whether sounding in contract, tort or otherwise and whether provided by statute or common law, that the Company may have against the Executive or that the Executive may have against the Company or its parents, subsidiaries and affiliates, and each of the foregoing entities\u2019 respective officers, directors, employees or agents in their capacity as such or otherwise; except that this agreement to arbitrate shall not limit the Company\u2019s right to seek equitable relief, including injunctive relief and specific performance, and damages and any other remedy or relief (including the recovery of attorney fees, costs and expenses) in a court of competent jurisdiction for an alleged breach of Sections 6 or 7 of this Agreement, and the Executive expressly consents to the non-exclusive jurisdiction of the district courts of the State of Oklahoma for any such claims. Claims covered by this agreement to arbitrate also include claims by the Executive for breach of this Agreement, wrongful termination, discrimination (based on age, race, sex, disability, national origin or any other factor) and retaliation. The Company and the Executive agree that any arbitration shall be in accordance with the Federal Arbitration Act (\u201c FAA \u201d) and, to the extent an issue is not addressed by the FAA, with the then-current National Rules\u00a0for the Resolution of Employment Disputes of the American Arbitration Association (\u201c AAA \u201d) or such other rules\u00a0of the AAA as applicable to the claims being arbitrated. If a party refuses to honor its obligations under this agreement to arbitrate, the other party may compel arbitration in either federal or state court. The arbitrator shall apply the substantive law of the State of Oklahoma (excluding, to the extent applicable, choice-of-law principles that might call for the application of some other state\u2019s law), or federal law, or both as applicable to the claims asserted. In the event of any breach of this Agreement by the Company, it is expressly agreed that notwithstanding any other provision of this Agreement, the only damages to which the Executive shall be entitled is lost compensation and benefits in accordance with Section\u00a02(b)\u00a0or 4 . The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. The parties agree that venue for arbitration will be in Tulsa County, Oklahoma, and that any arbitration commenced in any other venue will be transferred to Tulsa County, Oklahoma, upon the written request of any party to this Agreement. In the event that an arbitration is actually conducted pursuant to this Section\u00a09(i) , the party in whose favor the arbitrator renders the award shall be entitled to have and recover from the other party all costs and expenses incurred, including reasonable attorneys\u2019 fees, expert witness fees, and costs actually incurred. Any and all of the arbitrator\u2019s orders, decisions and awards may be enforceable in, and judgment upon any award rendered by the arbitrator may be confirmed and entered by, any federal or state court having jurisdiction. All proceedings conducted pursuant to this agreement to arbitrate, including any order, decision or award of the arbitrator, shall be kept confidential by all parties. THE EMPLOYEE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, THE EMPLOYEE IS WAIVING ANY RIGHT THAT THE EMPLOYEE MAY\u00a0HAVE TO A JURY TRIAL OR, EXCEPT AS EXPRESSLY PROVIDED HEREIN, A COURT TRIAL OF ANY EMPLOYMENT-RELATED CLAIM THAT THE EMPLOYEE MAY\u00a0ALLEGE .", "references": ["Definitions", "Consent To Jurisdiction", "Integration", "Cooperation", "Enforceability", "Remedies", "Further Assurances", "Solvency", "Releases", "Subsidiaries", "Vesting", "Interpretations", "Closings", "Records", "Counterparts", "General", "Notices", "Costs", "Consents", "Powers", "Erisa", "Waivers", "Transactions With Affiliates", "Severability", "Use Of Proceeds", "Expenses", "Effectiveness", "Governing Laws", "Employment", "Positions", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Each Party hereby irrevocably and unconditionally, for itself and its property, submits to the exclusive jurisdiction of any New York State court or Federal court of the United Stated of America sitting, in each case in the Borough of Manhattan in New York City, and any appellate court from any thereof (such courts in such jurisdictional priority, the \u201c Forum \u201d), in any Proceeding (whether based in contract, tort or statute) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, or any transaction contemplated hereby, and agrees that all claims in respect of such Proceeding may be heard and determined in the Forum, and each of the Parties hereby irrevocably and unconditionally (a)\u00a0agrees not to commence any such Proceeding except in the Forum, (b)\u00a0agrees that any claim in respect of any such Proceeding may be heard and determined in the Forum, (c)\u00a0waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in the Forum, and (d)\u00a0waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in the Forum. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made by registered or certified mail addressed to such Party at the address specified pursuant to Section\u00a02.8, and that service so made will be effective as if personally made in the State of New York.", "references": ["Further Assurances", "Financial Statements", "Interpretations", "Submission To Jurisdiction", "Warranties", "Venues", "Amendments", "Positions", "Binding Effects", "Subsidiaries", "Waivers", "Miscellaneous", "Tax Withholdings", "Assignments", "No Defaults", "Severability", "Fees", "Non-Disparagement", "Forfeitures", "Enforcements", "Terms", "Taxes", "Survival", "Records", "Terminations", "Qualifications", "Notices", "Costs", "Solvency", "Counterparts", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Except to the extent that, in the aggregate, non-compliance could not reasonably be expected to have a Material Adverse Effect, the Company will, and will cause each of its Subsidiaries to, (a)\u00a0keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b)\u00a0maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.", "references": ["Approvals", "Successors", "Confidentiality", "Closings", "Arbitration", "Positions", "Use Of Proceeds", "No Conflicts", "Powers", "Solvency", "Indemnity", "Disability", "Records", "Payments", "Intellectual Property", "Taxes", "Assigns", "Adjustments", "Litigations", "Change In Control", "Venues", "Vesting", "Vacations", "Tax Withholdings", "Compliance With Laws", "Qualifications", "Forfeitures", "Terminations", "Agreements", "Counterparts", "Insurances"], "gold": ["Insurances"]}
+{"input": "The proceeds of the Loans are to be used solely to finance ongoing working capital needs and for other general corporate purposes (including Permitted Acquisitions and other Permitted Investments, Permitted Distributions and the repayment or prepayment of Debt, in each case to the extent not prohibited pursuant to the terms hereof) of the Borrower and its Restricted Subsidiaries.", "references": ["Subsidiaries", "Transactions With Affiliates", "Interests", "Withholdings", "Expenses", "Brokers", "Liens", "Records", "Publicity", "Financial Statements", "Definitions", "Construction", "Erisa", "Releases", "Authorizations", "Assignments", "Agreements", "Remedies", "Vesting", "Taxes", "Benefits", "Approvals", "Organizations", "Litigations", "Qualifications", "Waiver Of Jury Trials", "No Defaults", "Miscellaneous", "No Conflicts", "Submission To Jurisdiction", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "(a) The Investor covenants that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will execute any transactions in Common Shares of the Company, including Short Sales, during the period after the Discussion Time and ending at the time that the transactions contemplated by this Subscription are first publicly announced through a press release and/or Current Report on Form 8-K. Notwithstanding the foregoing, if the Investor is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Investor\u2019s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Investor\u2019s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Subscription. The Investor covenants that until such time as the transactions contemplated by this Subscription are publicly disclosed by the Company through a press release and/or Current Report on Form 8-K, the Investor will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).", "references": ["Agreements", "Effectiveness", "Vesting", "Submission To Jurisdiction", "Employment", "Death", "Applicable Laws", "Publicity", "Modifications", "Further Assurances", "Solvency", "General", "Counterparts", "Authorizations", "Headings", "Waiver Of Jury Trials", "Compliance With Laws", "Subsidiaries", "Anti-Corruption Laws", "Interests", "No Waivers", "Governing Laws", "Arbitration", "Consents", "Capitalization", "Disclosures", "Positions", "Severability", "Organizations", "Cooperation", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "(i) The fees and expenses set forth in the Amended and Restated Engagement Letter dated as of June 26, 2018, among Holdings, the Borrowers and the Amendment No. 3 Lead Arrangers, and the Fee Letter referred to therein that are required to be paid on or prior to the Amendment No. 3 Effective Date shall have been paid (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for such Amendment No. 3 Lead Arrangers and the Administrative Agent with respect thereto) and (ii) as consideration for agreeing to the extended maturity dates with respect to the Euro Term A Loans, the Dollar Term A Loans and the 2018 Revolving Commitments, the Euro Term A Lenders, the Dollar Term A Lenders and the 2018 Revolving Lenders shall have received an extension fee in an aggregate principal amount equal to 0.10% of the aggregate principal amount of Euro Term A Loans, Dollar Term A Loans and 2018 Revolving Commitments held by such Lenders immediately on the Amendment No. 3 Effective Date after giving effect to the Amendment.", "references": ["Authority", "Change In Control", "Terms", "Intellectual Property", "Terminations", "Enforcements", "Venues", "No Waivers", "Vacations", "Arbitration", "Submission To Jurisdiction", "Consents", "Consent To Jurisdiction", "Anti-Corruption Laws", "Waivers", "Withholdings", "Indemnity", "Approvals", "Confidentiality", "Construction", "Powers", "Tax Withholdings", "Integration", "Miscellaneous", "Liens", "Disclosures", "Vesting", "Brokers", "Publicity", "Employment", "Fees"], "gold": ["Fees"]}
+{"input": "During the Employment Term, Executive shall be entitled to vacation and sick leave (without loss of pay) in accordance with the Company\u2019s policies applicable to senior executives as in effect from time to time.", "references": ["Arbitration", "Titles", "Brokers", "Definitions", "Organizations", "Waiver Of Jury Trials", "Construction", "Qualifications", "No Conflicts", "Waivers", "Specific Performance", "Books", "Authority", "Disclosures", "Use Of Proceeds", "Tax Withholdings", "Taxes", "Enforceability", "Indemnity", "Approvals", "Base Salary", "Sanctions", "No Defaults", "Disability", "Participations", "General", "Effectiveness", "Headings", "Enforcements", "Vesting", "Vacations"], "gold": ["Vacations"]}
+{"input": "Use the proceeds of the Incremental Term Loans only for the purposes specified in Section 3.15.", "references": ["Releases", "Waivers", "Notices", "Records", "Consent To Jurisdiction", "Authorizations", "Vesting", "Counterparts", "Miscellaneous", "Warranties", "Venues", "Arbitration", "Effective Dates", "Definitions", "Assignments", "Applicable Laws", "Employment", "Terminations", "Entire Agreements", "Benefits", "Effectiveness", "Remedies", "Sanctions", "Liens", "Construction", "Closings", "Jurisdictions", "Books", "General", "Assigns", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Maintain policies and procedures with respect to itself and its Subsidiaries reasonably designed to promote and achieve compliance with applicable anti-corruption laws.", "references": ["Costs", "Duties", "Brokers", "Vacations", "Waiver Of Jury Trials", "Sanctions", "Interests", "Successors", "Approvals", "Authorizations", "Existence", "Employment", "Terminations", "Powers", "Positions", "Vesting", "Enforceability", "Sales", "Representations", "Assignments", "Binding Effects", "Publicity", "Financial Statements", "General", "Releases", "Fees", "Waivers", "Expenses", "Governing Laws", "Closings", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Purchase Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a)\u00a0the date on which interest and/or penalties would first be payable thereon and (b)\u00a0the date on which enforcement action is entitled to be taken by the related taxing authority.", "references": ["Submission To Jurisdiction", "Disclosures", "Anti-Corruption Laws", "Participations", "Specific Performance", "Approvals", "Records", "Interpretations", "Payments", "Enforceability", "Withholdings", "Brokers", "Headings", "Change In Control", "No Defaults", "Authorizations", "Existence", "Representations", "Death", "Applicable Laws", "Non-Disparagement", "Warranties", "Releases", "Terms", "Erisa", "Disability", "Assignments", "Waivers", "Compliance With Laws", "Successors", "Taxes"], "gold": ["Taxes"]}
+{"input": "All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction).", "references": ["Interpretations", "Payments", "Benefits", "Consent To Jurisdiction", "Entire Agreements", "Miscellaneous", "Taxes", "Definitions", "Intellectual Property", "Transactions With Affiliates", "Non-Disparagement", "Authorizations", "Successors", "Liens", "Arbitration", "Change In Control", "Defined Terms", "Employment", "No Conflicts", "Qualifications", "Insurances", "Warranties", "Applicable Laws", "Assigns", "Specific Performance", "Withholdings", "Releases", "Expenses", "Use Of Proceeds", "Approvals", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas, without regard to conflicts of laws principles thereof.", "references": ["Qualifications", "Successors", "Interpretations", "Litigations", "Specific Performance", "Fees", "Books", "Closings", "No Defaults", "Headings", "Benefits", "No Conflicts", "Warranties", "Defined Terms", "Integration", "Venues", "Participations", "Financial Statements", "Consents", "Amendments", "Titles", "Withholdings", "Transactions With Affiliates", "Interests", "Capitalization", "Survival", "Definitions", "Binding Effects", "Duties", "Effectiveness", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, and shall also bind and inure to the benefit of any successor of the Company by merger or consolidation or any assignee of all or substantially all of its properties.", "references": ["Titles", "Arbitration", "Sales", "Construction", "Duties", "Existence", "Cooperation", "Taxes", "Closings", "Warranties", "Releases", "Qualifications", "Fees", "Severability", "Amendments", "Remedies", "Benefits", "Specific Performance", "Authorizations", "No Conflicts", "Positions", "Disability", "Transactions With Affiliates", "Definitions", "Use Of Proceeds", "Forfeitures", "Terminations", "Vacations", "Terms", "Subsidiaries", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the \u201c SEC Documents \u201d). The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (\u201c GAAP \u201d), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section\u00a02(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the \u201c Financial Statements \u201d), nor is the Company currently aware of facts or circumstances which would require the Company to restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company restate any of the Financial Statements or that there is any need for the Company to restate any of the Financial Statements.", "references": ["Interpretations", "Costs", "Benefits", "Enforcements", "Use Of Proceeds", "Governing Laws", "Qualifications", "Effective Dates", "Terminations", "Anti-Corruption Laws", "Positions", "Adjustments", "Severability", "No Waivers", "Assignments", "Non-Disparagement", "Survival", "Base Salary", "Brokers", "Sales", "Withholdings", "Definitions", "Death", "Organizations", "Transactions With Affiliates", "Vesting", "No Conflicts", "Capitalization", "Representations", "Subsidiaries", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Texas without regard to conflicts of laws principles.\u00a0\u00a0Resolution of any disputes under this Agreement shall only be held in courts in Travis County, Texas, and the parties expressly consent to personal jurisdiction in courts in Travis County, Texas and waive any objections to such jurisdiction.\u00a0\u00a0In addition, Employee agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement.", "references": ["Costs", "Indemnifications", "No Conflicts", "Venues", "Amendments", "Benefits", "Headings", "Notices", "Survival", "Subsidiaries", "Erisa", "Terminations", "Capitalization", "Effectiveness", "Terms", "Disability", "Construction", "Cooperation", "Existence", "Submission To Jurisdiction", "Forfeitures", "Indemnity", "Defined Terms", "Counterparts", "Integration", "Enforceability", "Base Salary", "Authority", "Vacations", "Organizations", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Each Party agrees not to disparage the other, or otherwise take any action which could reasonably be expected to adversely affect the other Party\u2019s personal or professional reputation.", "references": ["Interpretations", "Positions", "Approvals", "Terminations", "Assignments", "Definitions", "Warranties", "Payments", "Benefits", "Defined Terms", "Indemnifications", "Binding Effects", "Terms", "Specific Performance", "Change In Control", "Severability", "Authorizations", "Records", "Existence", "Indemnity", "Remedies", "Sanctions", "Consents", "Costs", "Qualifications", "Base Salary", "Brokers", "Enforcements", "Capitalization", "Use Of Proceeds", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Joint Lead Arrangers shall have received (A)\u00a0the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the three fiscal years most recently ended for which financial statements are available and the related audited statements of income and retained earnings and cash flows for such Fiscal Years and (B)\u00a0unaudited Consolidated balance sheet of the Borrower and its Subsidiaries for each quarterly period ended after June\u00a030, 2017 for which financial statements are publicly available and related unaudited interim statements of income and retained earnings.", "references": ["Agreements", "Venues", "Fees", "Costs", "Intellectual Property", "Successors", "Counterparts", "Records", "Effective Dates", "Sales", "Adjustments", "Applicable Laws", "Headings", "Assigns", "No Defaults", "Authority", "Construction", "No Conflicts", "Consent To Jurisdiction", "Binding Effects", "Qualifications", "Capitalization", "Withholdings", "Change In Control", "Expenses", "Submission To Jurisdiction", "No Waivers", "Survival", "Publicity", "Indemnity", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, postage prepaid and return receipt requested), telecopied or delivered by hand, Federal Express or other reputable overnight courier, if to the Additional Guarantor, to it at its address set forth below its signature to this Agreement, and if to any Debtor, any Guarantor, any Lender or the Administrative Agent, to it at its address specified in the Term Loan Agreement; or as to any such Person at such other address as shall be designated by such Person in a written notice to such other Person complying as to delivery with the terms of this Section 4. All such notices and other communications shall be effective, (a) if mailed (certified mail, postage prepaid and return receipt requested), when received or 3 days after deposited in the mails, whichever occurs first, (b) if telecopied, when transmitted and confirmation received, or (c) if delivered by hand, Federal Express or other reputable overnight courier, upon delivery, except that notices to the Administrative Agent pursuant to Article II of the Term Loan Agreement shall not be effective until received by the Administrative Agent.", "references": ["Assignments", "Transactions With Affiliates", "Closings", "No Defaults", "Terminations", "Qualifications", "Headings", "Non-Disparagement", "Intellectual Property", "Solvency", "Vacations", "Expenses", "Jurisdictions", "Erisa", "Disclosures", "Taxes", "Consents", "Remedies", "Warranties", "Books", "Counterparts", "Compliance With Laws", "Tax Withholdings", "Costs", "Employment", "Publicity", "Brokers", "Participations", "Financial Statements", "No Conflicts", "Notices"], "gold": ["Notices"]}
+{"input": "The Committee has the right at any time, and from time to time, to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided , however , that no such amendment shall adversely affect the Participant\u2019s material rights under this Agreement without the Participant\u2019s written consent, and any such amendment shall be in accordance with Section 409A of the Code.", "references": ["Specific Performance", "Releases", "Assigns", "Submission To Jurisdiction", "Solvency", "Cooperation", "Waivers", "Enforcements", "Authority", "Benefits", "Miscellaneous", "Positions", "Counterparts", "Construction", "Defined Terms", "Definitions", "Transactions With Affiliates", "Severability", "Organizations", "Jurisdictions", "Remedies", "Disability", "Taxes", "Venues", "Vesting", "Interpretations", "Capitalization", "Forfeitures", "Successors", "Indemnifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "For purposes of this Section 2.17, the term \u201cLender\u201d includes the Issuing Banks and the term \u201capplicable law\u201d includes FATCA.", "references": ["Transactions With Affiliates", "Approvals", "Non-Disparagement", "Assignments", "Titles", "Subsidiaries", "Survival", "Confidentiality", "No Waivers", "Capitalization", "Amendments", "Interpretations", "Disability", "Existence", "Costs", "Forfeitures", "Positions", "Miscellaneous", "Definitions", "Governing Laws", "Adjustments", "Terminations", "Agreements", "Binding Effects", "Base Salary", "Waivers", "Headings", "Releases", "Terms", "Integration", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Each of party shall be responsible for and shall bear all of its own fees, costs, and expenses incurred in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement.", "references": ["Powers", "Vacations", "Severability", "Binding Effects", "Indemnifications", "Representations", "Adjustments", "Specific Performance", "Construction", "No Defaults", "Positions", "Assigns", "Disclosures", "Financial Statements", "Releases", "Authorizations", "Books", "Sanctions", "Headings", "Modifications", "Cooperation", "Further Assurances", "Remedies", "Assignments", "Organizations", "Forfeitures", "Sales", "Duties", "Warranties", "Approvals", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Parent has furnished to each Lender copies of the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal year ending December 31, 2017, and the related audited consolidated statements of operations, cash flows and shareholders\u2019 equity for the fiscal year ending on such dates, with the opinion thereon of Ernst and Young LLP. Such financial statements (including in each case related schedules and notes) present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods. Neither the Parent nor any of its Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or in the notes thereto, except as referred to or reflected or provided for in said financial statements.", "references": ["Sales", "Jurisdictions", "Subsidiaries", "Solvency", "Assigns", "Vacations", "Specific Performance", "Effectiveness", "Venues", "Change In Control", "Authorizations", "Enforcements", "Waiver Of Jury Trials", "Disability", "Tax Withholdings", "Positions", "Erisa", "Warranties", "Insurances", "Defined Terms", "Amendments", "Adjustments", "Headings", "Books", "Remedies", "Closings", "Disclosures", "Fees", "Assignments", "Consents", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Administrative Agent will not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a)\u00a0the Administrative Agent will not be subject to any fiduciary or other implied duties, regardless of whether a Default exists, (b)\u00a0the Administrative Agent will not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as is necessary under the circumstances as provided in Section\u00a09.02 ), and (c)\u00a0except as expressly set forth in the Loan Documents, the Administrative Agent will not have any duty to disclose, and will not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent will not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as is necessary under the circumstances as provided in Section\u00a09.02 ) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent will be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent will not be responsible for or have any duty to ascertain or inquire into (i)\u00a0any statement, warranty, or representation made in or in connection with any Loan Document, (ii)\u00a0the contents of any certificate, report, or other document delivered hereunder or in connection with any Loan Document, (iii)\u00a0the performance or observance of any of the covenants, agreements, or other terms or conditions set forth in any Loan Document, (iv)\u00a0the validity, enforceability, effectiveness, or genuineness of any Loan Document or any other agreement, instrument, or document, (v)\u00a0the creation, perfection, or priority of Liens on the Collateral or the existence of the Collateral, or (vi)\u00a0the satisfaction of any condition set forth in Article\u00a04 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.", "references": ["Tax Withholdings", "Consent To Jurisdiction", "Books", "Base Salary", "Binding Effects", "Cooperation", "Interpretations", "Remedies", "Enforcements", "Qualifications", "Litigations", "Arbitration", "Vesting", "Use Of Proceeds", "Effectiveness", "Enforceability", "Costs", "Effective Dates", "Anti-Corruption Laws", "Construction", "Capitalization", "Indemnity", "Vacations", "Integration", "Entire Agreements", "Adjustments", "Financial Statements", "Governing Laws", "Warranties", "Sales", "Duties"], "gold": ["Duties"]}
+{"input": "The execution, delivery, and performance by Seller of this Agreement, any Transaction Request and Confirmation hereunder, and the Program Agreements do not conflict with any term or provision of the organizational documents of Seller or any law, rule, regulation, order, judgment, writ, injunction, or decree applicable to Seller of any court, regulatory body, administrative agency, or governmental body having jurisdiction over Seller, which conflict would have a Material Adverse Effect and will not result in any violation of any such mortgage, instrument, agreement, or obligation to which Seller is a party.", "references": ["Modifications", "General", "Insurances", "Representations", "Qualifications", "Litigations", "Governing Laws", "Enforcements", "Effectiveness", "Entire Agreements", "Powers", "Enforceability", "Closings", "Indemnity", "Compliance With Laws", "Solvency", "Disclosures", "Construction", "Base Salary", "Terminations", "Vesting", "Amendments", "Duties", "Jurisdictions", "Binding Effects", "Terms", "Assignments", "Definitions", "Notices", "Intellectual Property", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Partnership may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Partnership or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Partnership would have the power to indemnify such Person against such expense, liability or loss under the DGCL if the Partnership were a corporation organized under the DGCL. To the extent that the Partnership maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights of indemnification have been granted as provided in Section \u00a011.02 shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.", "references": ["Vacations", "Warranties", "Participations", "Employment", "Effectiveness", "Enforceability", "Approvals", "No Waivers", "Jurisdictions", "Costs", "Closings", "Existence", "Brokers", "Death", "Liens", "Venues", "Survival", "Binding Effects", "Disclosures", "Compliance With Laws", "Tax Withholdings", "Vesting", "Publicity", "Assignments", "Transactions With Affiliates", "Consents", "Erisa", "Consent To Jurisdiction", "Definitions", "Forfeitures", "Insurances"], "gold": ["Insurances"]}
+{"input": "Notwithstanding anything to the contrary contained in the Prime Lease or elsewhere in this Sublease, Subtenant may not assign, sublet, pledge, or otherwise encumber this Sublease or the Premises (in whole or in part or parts).\u00a0 Subtenant shall not allow any other persons except Subtenant's customers and employees to occupy the Premises or any part thereof.", "references": ["Governing Laws", "Modifications", "Indemnity", "Remedies", "Submission To Jurisdiction", "Authorizations", "Anti-Corruption Laws", "Death", "Payments", "Arbitration", "Vesting", "Sales", "Sanctions", "Closings", "Interpretations", "Organizations", "Waivers", "Enforcements", "Costs", "Subsidiaries", "Litigations", "Counterparts", "Applicable Laws", "Withholdings", "Authority", "Notices", "Powers", "Capitalization", "Amendments", "Existence", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each party hereto acknowledges and agrees, on behalf of itself, herself or himself and its, her or his Affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of Delaware, in addition to any other remedy to which they may be entitled at law or in equity. Each party hereto agrees, on behalf of itself, herself or himself and its, her or his Affiliates and Associates, that any requirements for the securing or posting of any bond with such remedy are hereby waived.", "references": ["Insurances", "Disability", "Compliance With Laws", "Approvals", "Governing Laws", "Notices", "Confidentiality", "Sanctions", "Employment", "Withholdings", "Interests", "Organizations", "Qualifications", "Modifications", "Further Assurances", "Effectiveness", "Positions", "No Waivers", "Terms", "Fees", "Successors", "Solvency", "Sales", "Enforcements", "Binding Effects", "Arbitration", "Counterparts", "Liens", "Survival", "Applicable Laws", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Borrower is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation or formation; has the power to own its properties and to carry on its business as now being conducted; and is duly qualified to do business and is in good standing in every jurisdiction in which the character of the properties owned by it or in which the transaction of its business makes its qualification necessary.", "references": ["Severability", "Publicity", "Counterparts", "Intellectual Property", "Consent To Jurisdiction", "Erisa", "Taxes", "Death", "Effective Dates", "Jurisdictions", "Positions", "Agreements", "Indemnity", "Integration", "Assignments", "Records", "Benefits", "Miscellaneous", "Interpretations", "Financial Statements", "Waivers", "Tax Withholdings", "Construction", "Brokers", "Successors", "Terminations", "Disclosures", "Books", "Consents", "Governing Laws", "Organizations"], "gold": ["Organizations"]}
+{"input": "In the event that Employee is made a party or threatened to be made a party to any action, suit, or proceeding (a \u201c Proceeding \u201d), other than any Proceeding initiated by Employee or the Company related to any contest or dispute between Employee and the Company or any of its subsidiaries, by reason of the fact that Employee is or was a director or officer of, or was otherwise acting on behalf of, the Company, any member of the Company Group, or any other entity at the request of the Company, Employee shall be indemnified and held harmless by the Company, to the maximum extent permitted under applicable law, from and against any and all liabilities, costs, claims and expenses, including any and all costs and expenses incurred in defense of any Proceeding, and all amounts paid in settlement thereof after consultation with, and receipt of approval from, the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Costs and expenses incurred by Employee in defense of such Proceeding shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of Employee to repay the amounts so paid if it shall ultimately be determined that Employee is not entitled to be indemnified by the Company under this Agreement. The rights to indemnification and advancement of costs and expenses provided in this Section 26 are not and will not be deemed exclusive of any other rights or remedies to which Employee may at any time be entitled under applicable law, the organizational documents of the Company or any of its subsidiaries, any agreement or otherwise, and each such right under this Section 26 will be cumulative with all such other rights, if any.", "references": ["Disclosures", "Enforcements", "Anti-Corruption Laws", "Litigations", "Terminations", "Specific Performance", "Death", "Headings", "Adjustments", "Counterparts", "Jurisdictions", "Assigns", "Capitalization", "Participations", "No Defaults", "Applicable Laws", "Employment", "Entire Agreements", "Arbitration", "Approvals", "Benefits", "Use Of Proceeds", "Venues", "Severability", "Disability", "Forfeitures", "General", "Sales", "Warranties", "Terms", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Company shall use the net proceeds from the sale of the Securities hereunder as set forth under the capitation \u201cUse of Proceeds\u201d in the Prospectus Supplement.", "references": ["Enforceability", "Interpretations", "Intellectual Property", "Cooperation", "Employment", "Subsidiaries", "General", "Submission To Jurisdiction", "Survival", "Base Salary", "Effective Dates", "Existence", "Litigations", "Approvals", "Titles", "Expenses", "Assigns", "Sales", "Remedies", "Withholdings", "Change In Control", "Amendments", "Modifications", "Notices", "Waiver Of Jury Trials", "No Conflicts", "Applicable Laws", "Consents", "Costs", "Compliance With Laws", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Any notice required or permitted by the Agreement shall be given to Stockholder at the address or facsimile number listed below Stockholder\u2019s signature hereto.", "references": ["Brokers", "Change In Control", "Arbitration", "Use Of Proceeds", "Disability", "Waivers", "Benefits", "Capitalization", "Financial Statements", "Entire Agreements", "Base Salary", "Successors", "Specific Performance", "Cooperation", "Binding Effects", "Forfeitures", "Applicable Laws", "Effective Dates", "Enforceability", "Death", "Counterparts", "Positions", "Representations", "Books", "Taxes", "Participations", "Confidentiality", "Waiver Of Jury Trials", "Jurisdictions", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Executive may not assign this Agreement to a third party.", "references": ["Representations", "Integration", "Books", "Solvency", "Assigns", "Arbitration", "Survival", "No Conflicts", "Waiver Of Jury Trials", "Forfeitures", "Transactions With Affiliates", "Defined Terms", "Authorizations", "Governing Laws", "Specific Performance", "Sanctions", "Severability", "Entire Agreements", "Fees", "Authority", "Confidentiality", "Duties", "Remedies", "Cooperation", "Definitions", "Participations", "Headings", "Vesting", "Use Of Proceeds", "Benefits", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company will, and will cause each Subsidiary to, maintain, with insurance companies that the Company believes (in the good faith judgment of the management of the Company) are financially sound and reputable (including captive insurance subsidiaries), insurance in such amounts (with no greater risk retention) and against such risks as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations.", "references": ["Releases", "Defined Terms", "Erisa", "Submission To Jurisdiction", "Publicity", "Organizations", "Disclosures", "Miscellaneous", "No Defaults", "General", "Withholdings", "Compliance With Laws", "Survival", "Financial Statements", "Assigns", "Severability", "Liens", "Fees", "Solvency", "Non-Disparagement", "Authority", "Intellectual Property", "Disability", "No Waivers", "Terms", "Participations", "Governing Laws", "Positions", "Entire Agreements", "Applicable Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "Essent and its Subsidiaries, taken as a whole, are and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith will be Solvent.", "references": ["Duties", "Cooperation", "Representations", "Modifications", "Indemnity", "Consents", "Powers", "Change In Control", "Compliance With Laws", "Tax Withholdings", "Agreements", "Subsidiaries", "No Conflicts", "Releases", "Disclosures", "Qualifications", "Authorizations", "Assignments", "Titles", "Forfeitures", "Interpretations", "Arbitration", "Anti-Corruption Laws", "Brokers", "Fees", "Use Of Proceeds", "Enforceability", "Entire Agreements", "Taxes", "Non-Disparagement", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each Borrower will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will, in its reasonable business judgment, maintain in effect and enforce policies and procedures designed to ensure compliance, in all material respects, by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws applicable to the Loan Parties and their Subsidiaries and applicable Sanctions.", "references": ["Subsidiaries", "Amendments", "Brokers", "Sanctions", "Headings", "Death", "Jurisdictions", "Liens", "Withholdings", "Successors", "Existence", "Intellectual Property", "Interpretations", "No Conflicts", "Consents", "Benefits", "Transactions With Affiliates", "Indemnifications", "Construction", "Defined Terms", "Approvals", "Survival", "Integration", "Expenses", "Consent To Jurisdiction", "Submission To Jurisdiction", "Cooperation", "Governing Laws", "Terms", "Positions", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Recitals set forth above are hereby incorporated by reference.\u00a0\u00a0Any capitalized term not otherwise defined herein shall have the meaning ascribed to it in the Lease (including the First Amendment, Second Amendment, or Third Amendment, as applicable).", "references": ["Duties", "Authorizations", "Existence", "Approvals", "Organizations", "Closings", "Positions", "Forfeitures", "Severability", "Death", "Insurances", "Expenses", "Disclosures", "Enforceability", "Waivers", "Terms", "Capitalization", "Benefits", "Anti-Corruption Laws", "Specific Performance", "Entire Agreements", "Vacations", "Powers", "Jurisdictions", "Vesting", "Miscellaneous", "Intellectual Property", "Counterparts", "Headings", "No Defaults", "Definitions"], "gold": ["Definitions"]}
+{"input": "(a)\u00a0The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates (the \u201c Commitment Fee \u201d). Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Cooperation", "General", "Effectiveness", "Miscellaneous", "Vacations", "Entire Agreements", "Confidentiality", "Subsidiaries", "Consent To Jurisdiction", "Brokers", "Enforcements", "Successors", "Disability", "Indemnity", "Organizations", "Waivers", "Arbitration", "Terminations", "Disclosures", "Headings", "Binding Effects", "Expenses", "Closings", "Sanctions", "Construction", "Intellectual Property", "Governing Laws", "Participations", "No Conflicts", "Withholdings", "Fees"], "gold": ["Fees"]}
+{"input": "The RSUs shall be eligible to vest in accordance with the vesting schedule set forth in the Grant Notice.", "references": ["Compliance With Laws", "Payments", "No Waivers", "Intellectual Property", "Fees", "Modifications", "Consents", "Costs", "Taxes", "Effective Dates", "Venues", "Disability", "Waivers", "Interests", "Representations", "Specific Performance", "Indemnity", "Releases", "Anti-Corruption Laws", "Death", "Governing Laws", "Definitions", "Authority", "No Conflicts", "Warranties", "Interpretations", "Qualifications", "Effectiveness", "Confidentiality", "Brokers", "Vesting"], "gold": ["Vesting"]}
+{"input": "Immediately after giving effect to the execution of this Agreement and the other Loan Documents by the Borrowers and each Obligor that is a party hereto or thereto, as applicable,\u00a0\u00a0the consummation of the Transactions contemplated hereby and thereby, the Company and its Subsidiaries, taken as a whole, will be Solvent.\u00a0\u00a0Before and after giving effect to each Credit Extension, the Obligors, taken as a whole, are Solvent.", "references": ["Integration", "Positions", "Intellectual Property", "Amendments", "Participations", "Severability", "Miscellaneous", "Change In Control", "Taxes", "Arbitration", "Vesting", "Base Salary", "Fees", "Effectiveness", "Cooperation", "Costs", "Expenses", "Successors", "Interpretations", "No Defaults", "Specific Performance", "Publicity", "Assignments", "Interests", "Defined Terms", "Releases", "Submission To Jurisdiction", "Duties", "Closings", "Assigns", "Solvency"], "gold": ["Solvency"]}
+{"input": "Upon (i) delivery to the Administrative Agent and Borrower of a notice of assignment, substantially in the form attached as Exhibit \u201cI\u201d to Exhibit B hereto (a \u201c Notice of Assignment \u201d), together with any consents required by Section\u00a012.3(a) , and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender (other than a transferor Lender transferring to an Affiliate of such Lender unless such Affiliate is a Qualified Institution) shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section\u00a012.3(b) , the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.", "references": ["Definitions", "Survival", "Authority", "Venues", "Assignments", "Confidentiality", "Titles", "Insurances", "Indemnity", "Consent To Jurisdiction", "Cooperation", "Enforcements", "Terminations", "Erisa", "Entire Agreements", "Governing Laws", "Qualifications", "Base Salary", "Forfeitures", "Sales", "Employment", "Financial Statements", "Assigns", "Adjustments", "Compliance With Laws", "Powers", "Organizations", "Existence", "Duties", "Anti-Corruption Laws", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "GRANTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE COLLATERAL AGENT, THE TRUSTEE AND EACH OF THEIR RELATED PERSONS (EACH, AN \u201c INDEMNIFIED PERSON \u201d) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES, AND DISBURSEMENTS (INCLUDING REASONABLE ATTORNEY COSTS) OF ANY KIND OR NATURE WHATSOEVER THAT MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING THE TERMINATION, RESIGNATION, OR REPLACEMENT OF THE COLLATERAL AGENT OR THE TRUSTEE) BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY SUCH PERSON IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE INDENTURE OR ANY OTHER INDENTURE DOCUMENT OR ANY DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY ACTION TAKEN OR OMITTED BY ANY SUCH PERSON UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING WITH RESPECT TO ANY INVESTIGATION, LITIGATION, OR PROCEEDING (INCLUDING ANY INSOLVENCY PROCEEDING OR APPELLATE PROCEEDING) RELATED TO OR ARISING OUT OF THIS AGREEMENT, THE INDENTURE, THE SECURITIES OR ANY OTHER INDENTURE DOCUMENT OR THE USE OF THE PROCEEDS THEREOF, WHETHER OR NOT ANY INDEMNIFIED PERSON IS A PARTY THERETO, INCLUDING ANY SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES AND REIMBURSEMENTS RESULTING FROM THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON (ALL THE FOREGOING, COLLECTIVELY, THE \u201c INDEMNIFIED LIABILITIES \u201d); PROVIDED THAT GRANTOR SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES RESULT PRIMARILY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON OR ITS RESPECTIVE AFFILIATES, AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION. THE AGREEMENTS IN THIS SECTION\u00a08.16 SHALL SURVIVE PAYMENT OF ALL OTHER OBLIGATIONS AND ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENT.", "references": ["Participations", "Authority", "Capitalization", "No Defaults", "Governing Laws", "Closings", "Remedies", "Tax Withholdings", "Existence", "Taxes", "Vesting", "Compliance With Laws", "Insurances", "Organizations", "Defined Terms", "Non-Disparagement", "Notices", "Miscellaneous", "Benefits", "Cooperation", "Enforcements", "Headings", "Terms", "Transactions With Affiliates", "Modifications", "Litigations", "Releases", "Entire Agreements", "Liens", "Expenses", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Other than as permitted pursuant to the Indenture, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent, the Trustee and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent that may be required in accordance with Section\u00a09.02 of the Indenture.", "references": ["Governing Laws", "Specific Performance", "Sales", "Interests", "Assigns", "Authorizations", "Forfeitures", "Submission To Jurisdiction", "Employment", "Representations", "Adjustments", "Subsidiaries", "Modifications", "Disclosures", "Consent To Jurisdiction", "Fees", "Sanctions", "No Conflicts", "Transactions With Affiliates", "Participations", "Entire Agreements", "Financial Statements", "Interpretations", "Qualifications", "Venues", "Miscellaneous", "Litigations", "Waiver Of Jury Trials", "Duties", "Indemnity", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company shall promptly reimburse Kelley Drye & Warren, LLP (counsel to the lead investor), on demand, for all reasonable, documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disbursements in connection therewith, and due diligence in connection with the transactions contemplated thereby) in an aggregate amount not to exceed $[ ].", "references": ["Defined Terms", "Headings", "Compliance With Laws", "Effectiveness", "Waiver Of Jury Trials", "Construction", "Specific Performance", "Financial Statements", "Waivers", "General", "Binding Effects", "Insurances", "Notices", "No Waivers", "Books", "Amendments", "Forfeitures", "Governing Laws", "Titles", "Consents", "No Conflicts", "Solvency", "Counterparts", "Authorizations", "Severability", "Consent To Jurisdiction", "Interests", "Erisa", "Integration", "Expenses", "Fees"], "gold": ["Fees"]}
+{"input": "Section 2.8 of the Disclosure Schedule lists all Company Intellectual Property material to the conduct of its business as now conducted. The Company owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others. To the Company\u2019s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company\u2019s business. To the Company\u2019s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company. Each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company\u2019s business as now conducted and as presently proposed to be conducted. The Company has not embedded any open source, copyleft or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement. For purposes of this Subsection 2.8 , the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.", "references": ["Compliance With Laws", "Death", "Tax Withholdings", "Interpretations", "Warranties", "Submission To Jurisdiction", "Litigations", "Approvals", "Withholdings", "Indemnifications", "Records", "Representations", "Headings", "Publicity", "Disability", "Anti-Corruption Laws", "Vacations", "Terms", "Existence", "Miscellaneous", "Books", "Jurisdictions", "Fees", "Financial Statements", "Payments", "Binding Effects", "Interests", "Cooperation", "Erisa", "Insurances", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Agreement may be amended or modified at any time only by an instrument in writing signed by the parties hereto.\u00a0 The Plan may be amended, modified or terminated only in accordance with its terms.", "references": ["Forfeitures", "General", "Entire Agreements", "Adjustments", "Releases", "Survival", "Disability", "Jurisdictions", "No Defaults", "Solvency", "Payments", "Governing Laws", "Benefits", "Notices", "Vesting", "Approvals", "Compliance With Laws", "Cooperation", "Positions", "Participations", "Interests", "Representations", "Specific Performance", "Waiver Of Jury Trials", "Liens", "Expenses", "Applicable Laws", "Successors", "Vacations", "Confidentiality", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Deferred Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.", "references": ["Change In Control", "General", "No Waivers", "Further Assurances", "Death", "Compliance With Laws", "Records", "Counterparts", "Employment", "Participations", "Agreements", "Headings", "Positions", "Closings", "Miscellaneous", "Liens", "Taxes", "Solvency", "Indemnifications", "Erisa", "Governing Laws", "Venues", "Financial Statements", "Approvals", "Payments", "Disclosures", "Capitalization", "Titles", "Non-Disparagement", "Enforceability", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Company shall obtain, within ninety (90) days of the date hereof, from financially sound and reputable insurers Directors and Officers liability insurance, each in an amount and on terms and conditions satisfactory to the Company Board of Directors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Company Board of Directors determines that such insurance should be discontinued, provided \u00a0 however , the Company shall have no obligation to obtain such insurance if it is not available at rates that are reasonable and customary for the Company\u2019s industry.", "references": ["Entire Agreements", "Forfeitures", "Authority", "Specific Performance", "Closings", "Records", "General", "Benefits", "Disability", "Adjustments", "Brokers", "Compliance With Laws", "Interests", "Titles", "Releases", "Anti-Corruption Laws", "Capitalization", "Survival", "Defined Terms", "Binding Effects", "Headings", "Existence", "Litigations", "Enforceability", "Integration", "Assigns", "Duties", "Definitions", "Participations", "Positions", "Insurances"], "gold": ["Insurances"]}
+{"input": "Subject to the approval of the Proposals by its stockholders as contemplated in Section 7.9, the execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under the Certificate of Incorporation or the Bylaws (true and complete copies of which have been made available to the Investors through the EDGAR system), or (b) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except in the case of clauses (i)(b) and (ii) above, such as could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.", "references": ["Books", "Forfeitures", "Severability", "Enforceability", "Indemnifications", "Capitalization", "Agreements", "Authorizations", "Duties", "Specific Performance", "Counterparts", "Records", "Interpretations", "Applicable Laws", "Notices", "Submission To Jurisdiction", "Subsidiaries", "Vesting", "Organizations", "Costs", "Qualifications", "Taxes", "Benefits", "Litigations", "Erisa", "Assigns", "No Waivers", "Cooperation", "Authority", "Approvals", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Administrative Agent shall have received evidence reasonably satisfactory to it that the business conducted and proposed to be conducted by the Borrower and the Guarantor is in compliance with all applicable laws and regulations and that all registrations, filings and licenses and/or consents required to be obtained by the Borrower or the Guarantor, as the case may be, in connection therewith have been made or obtained and are in full force and effect.", "references": ["Survival", "Books", "Definitions", "Taxes", "Successors", "Positions", "Authority", "Subsidiaries", "Enforcements", "Effective Dates", "Assigns", "Liens", "Titles", "Non-Disparagement", "Interpretations", "Vesting", "Capitalization", "Entire Agreements", "Specific Performance", "Consent To Jurisdiction", "Notices", "Jurisdictions", "Qualifications", "Adjustments", "Headings", "Terminations", "Disability", "Closings", "Payments", "Fees", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "You will receive a base salary at the annual rate of $400,000. Your base salary shall be payable in installments in accordance with the regular payroll practices of the Company.", "references": ["Headings", "No Conflicts", "Capitalization", "Terminations", "Warranties", "Adjustments", "Organizations", "Severability", "Disability", "Vesting", "Remedies", "Records", "Existence", "Positions", "Anti-Corruption Laws", "Assigns", "Waivers", "Further Assurances", "Litigations", "Modifications", "Authorizations", "Definitions", "Representations", "Cooperation", "Effectiveness", "Effective Dates", "Agreements", "Tax Withholdings", "Arbitration", "Titles", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Except as provided otherwise in this Agreement, the Restricted Stock shall vest in three equal increments on an annual basis in March or September (depending on grant date) beginning no sooner than eight months after grant date and no later than fourteen months after grant date, subject to Grantee\u2019s continued Service as an Employee from the Effective Date until the vesting dates (each, a \u201c Vesting Date \u201d).", "references": ["Powers", "Binding Effects", "Survival", "Taxes", "Interpretations", "Forfeitures", "Enforceability", "Remedies", "Intellectual Property", "Indemnity", "Use Of Proceeds", "Waivers", "Solvency", "Sanctions", "Benefits", "Consent To Jurisdiction", "Effective Dates", "Liens", "Duties", "Death", "Interests", "Financial Statements", "Arbitration", "Sales", "Adjustments", "Authorizations", "General", "Payments", "Tax Withholdings", "Capitalization", "Vesting"], "gold": ["Vesting"]}
+{"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.", "references": ["Disclosures", "Organizations", "Warranties", "General", "Litigations", "Severability", "Financial Statements", "Costs", "Subsidiaries", "Definitions", "Submission To Jurisdiction", "Amendments", "Adjustments", "Successors", "Disability", "Indemnity", "Effectiveness", "Solvency", "Sanctions", "Counterparts", "Intellectual Property", "Consent To Jurisdiction", "Powers", "Forfeitures", "Positions", "Waiver Of Jury Trials", "Venues", "Expenses", "Vesting", "Insurances", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days (or such short period as acceptable to such Issuing Bank)) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank\u2019s standard form appropriately completed and signed by a Financial Officer of the Borrower including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $200,000,000, (ii) the aggregate undrawn amount of all outstanding Letters of Credit of any Issuing Bank at such time plus the aggregate amount of all LC Disbursements with respect to any such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed such Issuing Bank\u2019s Letter of Credit Sublimit; provided that any Issuing Bank may agree in its sole discretion and in writing to issue, amend, renew or extend a Letter of Credit in excess of its Letter of Credit Sublimit; provided , further that, for the avoidance of doubt, any such agreement shall not be deemed to increase such Issuing Bank\u2019s Letter of Credit Sublimit and shall be made on a case-by-case basis without any consideration of previous agreements pursuant to the first proviso to this clause (ii) with respect to the applicable Letter of Credit (in the case of an amendment, renewal or extension) or otherwise, (iii) no Lender\u2019s Revolving Credit Exposure shall exceed its Commitment and (iv) the aggregate Revolving Credit Exposure of all Lenders shall not exceed the aggregate Commitments of all Lenders.", "references": ["Transactions With Affiliates", "Confidentiality", "Duties", "Books", "No Conflicts", "Assignments", "Integration", "Sanctions", "Publicity", "Records", "Further Assurances", "Disclosures", "Arbitration", "Authority", "Closings", "Submission To Jurisdiction", "Specific Performance", "Modifications", "Organizations", "Positions", "Compliance With Laws", "Interpretations", "Anti-Corruption Laws", "Binding Effects", "Powers", "Indemnity", "Intellectual Property", "Existence", "Costs", "Disability", "Amendments"], "gold": ["Amendments"]}
+{"input": "COMPANY and its agents, as applicable, shall keep, in accordance with generally accepted accounting principles, up-to-date, complete, true and accurate books of account in sufficient detail to permit calculation of all amounts due hereunder, including without limitation, copies of all invoices, which will be properly itemized. MIT, or MIT's appointed agents, shall have the right, at MIT's expense, to audit all existing and relevant records for all prior periods to the extent necessary to perform an audit. COMPANY shall fully cooperate fully with such audit and shall permit MIT, or MIT's agents, to inspect and copy such portions of books and records that MIT deems appropriate and necessary. Books of account and supporting records shall be retained for at least seven (7) years following the later of (i) the end of the REPORTING PERIOD to which they pertain, or (ii) the end of the calendar year in which any request for an audit under this Section is made. In the event that any audit performed under this Section reveals an underpayment in excess of the lesser of (i) three percent (3%) for the audited period or any REPORTING PERIOD or (ii) Twenty Five thousand dollars ($25,000), COMPANY shall bear the full cost of such audit and shall remit any amounts due to MIT within thirty (30) days of receiving notice thereof from MIT The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, estoppel and laches) shall be tolled upon any request by MIT for an audit under this Section. The parties shall cooperate in taking any actions necessary to achieve this result.", "references": ["Expenses", "Governing Laws", "Fees", "Liens", "Adjustments", "Agreements", "Terminations", "No Conflicts", "Enforceability", "Arbitration", "Vacations", "Remedies", "Qualifications", "Applicable Laws", "Releases", "Non-Disparagement", "Headings", "Waiver Of Jury Trials", "Withholdings", "Closings", "Consent To Jurisdiction", "Existence", "Vesting", "Venues", "Cooperation", "Sales", "Publicity", "Brokers", "No Defaults", "Financial Statements", "Records"], "gold": ["Records"]}
+{"input": "This Agreement and all Exhibits, agreements, certificates or other documents furnished to the Purchaser pursuant hereto or in connection with this Agreement or the transactions contemplated hereby, are complete and accurate in all material respects. No statement herein or in the Schedules contains any untrue statement of a material fact, in light of the circumstances under which it was made, or omits to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.", "references": ["Warranties", "Insurances", "Waivers", "Indemnity", "Expenses", "Definitions", "Fees", "Positions", "Titles", "Books", "Duties", "Interpretations", "Enforceability", "Agreements", "Benefits", "Consent To Jurisdiction", "Jurisdictions", "Headings", "Disability", "Waiver Of Jury Trials", "Employment", "Assignments", "Forfeitures", "Approvals", "Payments", "Vacations", "Notices", "Tax Withholdings", "Effective Dates", "Indemnifications", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Each of Holdings and the Borrower shall, and shall cause each Restricted Subsidiary to, pay its Indebtedness and other obligations that, if not paid, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, and pay and discharge all material Taxes upon or against it, or against its properties, and all material claims which could reasonably be expected, if unpaid, to become a Lien upon its property (other than a Lien permitted under Section\u00a06.02 ( Liens )), in each case prior to the date on which penalties attach thereto, unless and to the extent that (a)\u00a0any such obligation, claim or Tax is being contested in good faith by appropriate proceedings, (b)\u00a0adequate reserves with respect thereto are maintained on the applicable financial statements in accordance with GAAP, (c)\u00a0such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (d)\u00a0the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect. The Dutch CIT Fiscal Unity, if any, shall consist of Dutch Loan Parties only, unless with the prior written consent of the Administrative Agent.", "references": ["Arbitration", "Terminations", "Intellectual Property", "Tax Withholdings", "Financial Statements", "Powers", "Waiver Of Jury Trials", "Titles", "Duties", "No Conflicts", "Governing Laws", "Assigns", "No Waivers", "Enforceability", "Erisa", "No Defaults", "Construction", "Definitions", "Entire Agreements", "Consents", "Binding Effects", "Payments", "Compliance With Laws", "Assignments", "Indemnifications", "Publicity", "Effective Dates", "Submission To Jurisdiction", "Insurances", "Employment", "Taxes"], "gold": ["Taxes"]}
+{"input": "Borrower will, and will cause each of its Subsidiaries to, maintain insurance which is consistent with the representation contained in Section \u00a05.17 on all their Projects and Borrower will furnish to any Lender upon reasonable request full information as to the insurance carried.", "references": ["Defined Terms", "Publicity", "Modifications", "Definitions", "Sales", "Change In Control", "Intellectual Property", "General", "Closings", "Compliance With Laws", "Anti-Corruption Laws", "Arbitration", "Construction", "Specific Performance", "Governing Laws", "Consent To Jurisdiction", "Entire Agreements", "Withholdings", "Disclosures", "Powers", "Jurisdictions", "Interpretations", "Counterparts", "Notices", "Authority", "Capitalization", "Non-Disparagement", "Taxes", "Liens", "Severability", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Lenders agree to indemnify each Agent and each Joint Lead Arranger in its capacity as such (to the extent not reimbursed by Holdings or the Borrowers and without limiting the obligation of Holdings or the Borrowers to do so), each in an amount equal to its Pro Rata Percentage (based on its Revolver Commitments hereunder (or if such Revolver Commitments shall have expired or been terminated, in accordance with the respective principal amounts of its applicable outstanding Loans or participations in L/C Disbursements, as applicable)) thereof, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or Joint Lead Arranger in any way relating to or arising out of, the Revolver Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or Joint Lead Arranger under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent\u2019s or Joint Lead Arranger\u2019s gross negligence or willful misconduct. The agreements in this Section\u00a0shall survive the payment of the Loans and all other amounts payable hereunder.", "references": ["Subsidiaries", "Amendments", "Liens", "Terms", "Brokers", "Arbitration", "Tax Withholdings", "Submission To Jurisdiction", "Capitalization", "Costs", "Sales", "Financial Statements", "Entire Agreements", "No Defaults", "Representations", "Duties", "Jurisdictions", "Agreements", "Indemnity", "No Conflicts", "Taxes", "Solvency", "Notices", "Payments", "Releases", "Defined Terms", "Records", "Withholdings", "Assignments", "Litigations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Borrowers shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent or any Lender).", "references": ["Financial Statements", "Taxes", "Liens", "Definitions", "Consents", "Modifications", "Headings", "Warranties", "Organizations", "Waivers", "No Conflicts", "Compliance With Laws", "Forfeitures", "Terminations", "Authority", "Withholdings", "Indemnifications", "Costs", "Expenses", "Records", "Closings", "Disability", "Titles", "Representations", "Vacations", "No Defaults", "Applicable Laws", "Consent To Jurisdiction", "Books", "Vesting", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of Minnesota.", "references": ["Fees", "Terminations", "Forfeitures", "Warranties", "Tax Withholdings", "Employment", "Brokers", "Closings", "Withholdings", "Adjustments", "Arbitration", "Agreements", "Organizations", "Releases", "Liens", "Death", "Benefits", "Solvency", "Financial Statements", "Enforcements", "Severability", "Anti-Corruption Laws", "Applicable Laws", "Waiver Of Jury Trials", "Notices", "Consent To Jurisdiction", "Powers", "Miscellaneous", "Waivers", "Duties", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement (together with all schedules attached hereto) and the Purchase Agreement constitute the entire agreement among the Parties and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the provision of Transition Services. This Agreement shall be interpreted in accordance with Section 1.2 of the Purchase Agreement, which is incorporated herein by reference mutatis mutandis .", "references": ["Authorizations", "Sales", "Employment", "Adjustments", "No Waivers", "Records", "Governing Laws", "Organizations", "Arbitration", "Interpretations", "Financial Statements", "Payments", "Notices", "Binding Effects", "Vacations", "Withholdings", "Vesting", "Forfeitures", "Further Assurances", "Specific Performance", "Jurisdictions", "Existence", "Terminations", "Use Of Proceeds", "Capitalization", "Survival", "Approvals", "Intellectual Property", "Definitions", "Counterparts", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.", "references": ["Severability", "Specific Performance", "Terminations", "Defined Terms", "Venues", "Representations", "Tax Withholdings", "Headings", "Interests", "Litigations", "Adjustments", "Forfeitures", "No Waivers", "Vesting", "Non-Disparagement", "Vacations", "Taxes", "Employment", "Further Assurances", "No Defaults", "Subsidiaries", "Agreements", "Sales", "Applicable Laws", "Interpretations", "Survival", "General", "Modifications", "Participations", "Authorizations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Following the satisfaction of both the Time-Based Condition and the Performance Condition with respect to a PSU granted hereunder, the Participant shall receive consideration in accordance with the Settlement Method detailed in the Certificate within thirty (30) days of the Committee\u2019s certification of the extent to which the Performance Conditions for the applicable Performance Period have been met.", "references": ["Effectiveness", "Indemnifications", "Tax Withholdings", "Costs", "Powers", "Releases", "Sanctions", "General", "Titles", "Integration", "Further Assurances", "Brokers", "No Defaults", "Assignments", "Insurances", "Base Salary", "Taxes", "Compliance With Laws", "Venues", "Consents", "Vacations", "Enforceability", "Waivers", "Severability", "Headings", "Subsidiaries", "Vesting", "Change In Control", "Terminations", "Organizations", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing has not been consummated on or before June 30, 2018; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Subsidiaries", "Costs", "Death", "Benefits", "Applicable Laws", "Agreements", "Successors", "Taxes", "Specific Performance", "Qualifications", "Vacations", "Representations", "Disability", "Sales", "Entire Agreements", "Records", "Duties", "Integration", "Brokers", "Titles", "Remedies", "Jurisdictions", "Indemnifications", "Forfeitures", "Transactions With Affiliates", "Books", "Enforceability", "Governing Laws", "Waiver Of Jury Trials", "Expenses", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Amendment shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their successors and assigns. No party\u2019s rights or obligations hereunder or any interest therein may be assigned or delegated by any party without the prior written consent of all the Lenders.", "references": ["General", "Base Salary", "Erisa", "Vesting", "Fees", "Powers", "Intellectual Property", "Enforcements", "Disclosures", "Survival", "Applicable Laws", "Costs", "Capitalization", "Taxes", "Death", "Successors", "Waiver Of Jury Trials", "Remedies", "Liens", "Payments", "Change In Control", "Authorizations", "Enforceability", "Waivers", "Indemnity", "Sales", "Vacations", "No Defaults", "No Waivers", "Specific Performance", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "At least ten (10) days prior to the date Lessee intends the Contractor to commence construction of the Second Expansion Improvements, Lessee shall submit to Lessor for Lessor's reasonable approval the proposed contract between Lessee and the Contractor for the construction of the Second Expansion Improvements. Such proposed contract shall be complete in all material respects. The contract between Lessee and the Contractor for construction of the Second Expansion Improvements shall be subject to the approval of Lessor; and the Contractor shall not be permitted to start construction of the Second Expansion Improvements until Lessor has approved such contract. Lessor shall use best efforts to approve or reasonably disapprove such proposed contract between Lessee and Contractor within five (5) business days of receipt thereof, provided th.at Lessor shall provide detailed reasons for any reasonable disapproval of such contract.", "references": ["Taxes", "Assignments", "Financial Statements", "Records", "Positions", "Definitions", "Entire Agreements", "Enforcements", "Effective Dates", "Arbitration", "Counterparts", "Insurances", "Costs", "Duties", "Submission To Jurisdiction", "Remedies", "Consent To Jurisdiction", "Employment", "Change In Control", "Capitalization", "Waivers", "Severability", "Integration", "Solvency", "Organizations", "Successors", "Authorizations", "Publicity", "Miscellaneous", "Participations", "Construction"], "gold": ["Construction"]}
+{"input": "Sections \u200e1 , \u200e2 , \u200e4.2 , \u200e4.3 , \u200e6.2 and \u200e7 shall survive any expiration or termination of this Agreement.", "references": ["Enforceability", "Benefits", "Confidentiality", "Erisa", "Forfeitures", "Transactions With Affiliates", "Terminations", "Severability", "Books", "Costs", "Interpretations", "Warranties", "Submission To Jurisdiction", "Insurances", "No Defaults", "Effectiveness", "Indemnity", "Compliance With Laws", "Brokers", "Governing Laws", "Taxes", "Jurisdictions", "Financial Statements", "Venues", "Waivers", "Disclosures", "Disability", "Terms", "Arbitration", "Base Salary", "Survival"], "gold": ["Survival"]}
+{"input": "If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law, such provisions shall be construed, if possible, so as to be enforceable under applicable law, or such provisions shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.", "references": ["Enforcements", "Death", "Payments", "Books", "Erisa", "Waivers", "Compliance With Laws", "Further Assurances", "Interpretations", "Effective Dates", "Taxes", "Consents", "No Waivers", "Submission To Jurisdiction", "Headings", "Benefits", "Venues", "Withholdings", "Binding Effects", "Intellectual Property", "Assignments", "Authorizations", "Terminations", "Adjustments", "Governing Laws", "Specific Performance", "Interests", "Powers", "General", "Non-Disparagement", "Severability"], "gold": ["Severability"]}
+{"input": "As an express condition for the obligations set forth in this Agreement, Executive and Company will execute the Release Agreement attached hereto as Exhibit A, which shall become binding on the Parties after expiration of the Effective Date and timely payment of the First Payment as provided for in Section 4c , absent prior revocation of this Agreement by Executive as provided for in Section 11 . In the event the Release Agreement is not fully executed, or Executive timely revokes this Agreement, this Agreement shall be void ab initio and of no force.", "references": ["Successors", "Forfeitures", "Qualifications", "Governing Laws", "Amendments", "Modifications", "Binding Effects", "Defined Terms", "Employment", "Subsidiaries", "Further Assurances", "Agreements", "Benefits", "Brokers", "Waiver Of Jury Trials", "Integration", "Interpretations", "Authority", "Terminations", "Construction", "Transactions With Affiliates", "Capitalization", "Sanctions", "Erisa", "Effective Dates", "Consents", "Enforceability", "No Waivers", "Remedies", "Existence", "Releases"], "gold": ["Releases"]}
+{"input": "The Company may terminate the Executive\u2019s employment if the Executive is disabled and unable to perform the essential functions of the Executive\u2019s then existing position or positions with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period, provided that, if the Company maintains a long-term disability plan for the Company\u2019s employees at the time of such termination, the Executive\u2019s disability would, if the Executive otherwise qualified for disability benefits under such long-term disability plan, result in the Executive receiving benefits coverage for the longest period of time provided under such long-term disability plan.\u00a0\u00a0If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive\u2019s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician mutually acceptable to Executive and Company as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue.\u00a0\u00a0If the Executive and the Company cannot agree as to a qualified physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing.\u00a0\u00a0The determination of disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.", "references": ["Agreements", "Payments", "Benefits", "Disclosures", "Indemnifications", "Interpretations", "Brokers", "Definitions", "Death", "Miscellaneous", "Sales", "Warranties", "Authorizations", "Waiver Of Jury Trials", "Integration", "Cooperation", "Existence", "Representations", "Submission To Jurisdiction", "Change In Control", "Interests", "Governing Laws", "Modifications", "Titles", "Further Assurances", "Releases", "Assignments", "Binding Effects", "No Conflicts", "Successors", "Disability"], "gold": ["Disability"]}
+{"input": "Provided that this Agreement is not revoked pursuant to Section 20 below, the terms of this Agreement shall be deemed effective and enforceable as of the eighth (8th) day following the date that this Agreement is executed by Executive (\u201cEffective Date\u201d). If this Agreement is not executed by Executive and delivered to the Company within 21 days of Executive\u2019s receipt of this Agreement or if this Agreement is revoked pursuant to Section 20 below, this Agreement will not become effective or enforceable and Executive will not be entitled to receive any of the payments or benefits set forth in Section 3 above.", "references": ["Adjustments", "Sales", "Agreements", "Fees", "Releases", "Compliance With Laws", "Organizations", "Effectiveness", "Forfeitures", "Assignments", "Titles", "Benefits", "Employment", "Further Assurances", "Intellectual Property", "Duties", "Counterparts", "Existence", "Governing Laws", "Records", "Anti-Corruption Laws", "Modifications", "Use Of Proceeds", "Headings", "Specific Performance", "Subsidiaries", "Representations", "Withholdings", "Change In Control", "Tax Withholdings", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The Grantee's interest in the Restricted Shares shall vest and become nonforfeitable as follows:\u00a0\u00a0Except as otherwise provided herein or in the Plan, the Grantee's interest in the Restricted Shares shall vest upon the earlier of (a) the first anniversary of the Effective Date, or (b) the failure of the Grantee to be re-elected at an annual meeting of the stockholders of the Company as a result of being excluded from the nominations for any reason other than Cause.", "references": ["No Conflicts", "Anti-Corruption Laws", "Consent To Jurisdiction", "Fees", "Closings", "Miscellaneous", "Positions", "Solvency", "Enforceability", "Disclosures", "Expenses", "Waivers", "Interpretations", "Indemnifications", "Releases", "Employment", "Non-Disparagement", "Effective Dates", "Brokers", "Insurances", "Subsidiaries", "Benefits", "Taxes", "Interests", "Authority", "Organizations", "Costs", "Litigations", "Base Salary", "Enforcements", "Vesting"], "gold": ["Vesting"]}
+{"input": "THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).", "references": ["Records", "Insurances", "Construction", "Indemnity", "Sales", "Terms", "Publicity", "Positions", "Miscellaneous", "Indemnifications", "Assigns", "Jurisdictions", "Arbitration", "Confidentiality", "Anti-Corruption Laws", "Capitalization", "Releases", "Transactions With Affiliates", "Severability", "Solvency", "Integration", "Payments", "Subsidiaries", "Disability", "Titles", "Financial Statements", "Submission To Jurisdiction", "Compliance With Laws", "Headings", "Sanctions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement (including the Disclosure Schedule, the Buyer Disclosure Schedule, the Schedules, the Ancillary Agreements, the Confidentiality Agreement and any other schedules, certificates, lists and documents referred to herein or therein, and any documents executed by any of the parties simultaneously herewith or pursuant thereto), constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and understandings, discussions, negotiations and communications, written and oral, among the parties with respect to the subject matter hereof.", "references": ["Insurances", "Benefits", "Use Of Proceeds", "Forfeitures", "Employment", "Sales", "Specific Performance", "Titles", "Severability", "Counterparts", "Publicity", "Organizations", "Non-Disparagement", "Base Salary", "Notices", "Anti-Corruption Laws", "Releases", "Duties", "Enforceability", "Effectiveness", "Defined Terms", "Tax Withholdings", "Construction", "Effective Dates", "Authority", "Governing Laws", "Capitalization", "Venues", "Definitions", "Enforcements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Seller and Purchaser agree that, from time to time, whether before, at or after the Closing, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect or evidence the transfer to the Purchaser of the Shares held by or in the name of the Seller.", "references": ["Indemnity", "General", "Terminations", "Headings", "Interests", "Duties", "Enforcements", "Effectiveness", "Governing Laws", "Costs", "Indemnifications", "Positions", "Powers", "Venues", "Survival", "Closings", "Specific Performance", "Approvals", "Waivers", "Cooperation", "Sales", "Capitalization", "Authorizations", "Assigns", "Existence", "Organizations", "Effective Dates", "Books", "Miscellaneous", "Entire Agreements", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing, the Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from the Seller, (a) the Shares and (b) all of the Seller\u2019s right, title, interest in, to and under the Transferred Loans, in each case as of the Closing, for (i) an aggregate purchase price of $18,500,000 in cash (the \u201c Purchase Price \u201d) and (ii) the assumption by Buyer of the Assumed Liabilities. For the avoidance of doubt, the Parties acknowledge and agree that (x) the Purchase Price reflects a reduction of $500,000.00 to account for severance related payments and liabilities and (y) such payments and liabilities, notwithstanding anything to the contrary herein, shall be the sole responsibility of Buyer after the Closing (other than, for the avoidance of doubt, in respect of Buyer\u2019s right to indemnification by the Seller in accordance with the terms of Article X ).", "references": ["Erisa", "Specific Performance", "Non-Disparagement", "Compliance With Laws", "Brokers", "Existence", "General", "Sanctions", "Forfeitures", "Intellectual Property", "Definitions", "Interests", "Assignments", "Vacations", "Positions", "Amendments", "Miscellaneous", "Solvency", "Defined Terms", "Tax Withholdings", "Base Salary", "Waivers", "Venues", "Powers", "Modifications", "Representations", "Terminations", "Insurances", "Severability", "Death", "Sales"], "gold": ["Sales"]}
+{"input": "(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Borrower under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section\u00a02.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.", "references": ["Expenses", "Qualifications", "Payments", "Change In Control", "Effective Dates", "Titles", "Brokers", "Solvency", "Consent To Jurisdiction", "Employment", "Indemnity", "Severability", "Vesting", "Definitions", "Publicity", "Capitalization", "Fees", "Insurances", "Death", "Erisa", "No Waivers", "Tax Withholdings", "Further Assurances", "Benefits", "Applicable Laws", "Binding Effects", "General", "Organizations", "Agreements", "No Conflicts", "Taxes"], "gold": ["Taxes"]}
+{"input": "Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and enforceable under applicable law, but if any provision of this Agreement is held to be ineffective or unenforceable in any respect, such ineffectiveness or unenforceability shall not affect any other provision, and this Agreement shall be reformed, construed and enforced as if such ineffective or unenforceable provision had never been contained herein to the fullest extent possible under applicable law.", "references": ["Indemnifications", "Remedies", "Interests", "Participations", "Withholdings", "Integration", "Construction", "Qualifications", "Approvals", "Headings", "Expenses", "Consents", "Representations", "Capitalization", "Modifications", "Brokers", "Death", "Tax Withholdings", "Amendments", "No Waivers", "Counterparts", "Costs", "Positions", "Vacations", "Closings", "Insurances", "Anti-Corruption Laws", "Publicity", "Miscellaneous", "Jurisdictions", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement will be binding upon any successor to the Company and will inure to the benefit of and be enforceable by Executive\u2019s personal or legal representatives, beneficiaries, designees, executors, administrators, heirs, distributees, devisees and legatees.", "references": ["Further Assurances", "Governing Laws", "Interpretations", "Remedies", "Enforcements", "Positions", "Integration", "Cooperation", "Books", "Tax Withholdings", "Expenses", "Authority", "Venues", "Miscellaneous", "Publicity", "Use Of Proceeds", "Capitalization", "No Conflicts", "Consents", "Specific Performance", "Entire Agreements", "Waivers", "Participations", "Forfeitures", "No Defaults", "No Waivers", "Arbitration", "Notices", "Submission To Jurisdiction", "Taxes", "Successors"], "gold": ["Successors"]}
+{"input": "This Guaranty may be executed in any number of counterparts, each of which shall collectively and separately constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Guaranty in electronic (i.e., \u201cpdf\u201d or \u201ctif\u201d) format shall be effective as delivery of a manually executed counterpart of this Guaranty.", "references": ["Interests", "Jurisdictions", "Warranties", "Anti-Corruption Laws", "Interpretations", "Consent To Jurisdiction", "No Defaults", "Entire Agreements", "Confidentiality", "Benefits", "Releases", "Assigns", "Use Of Proceeds", "Sales", "Remedies", "Authorizations", "Modifications", "Terminations", "Binding Effects", "Authority", "Withholdings", "Approvals", "Amendments", "Tax Withholdings", "Erisa", "No Waivers", "Titles", "Publicity", "Miscellaneous", "Qualifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) that would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect, nor to the knowledge of the Company is there any reasonable basis for any such Action that would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the Company\u2019s knowledge, any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under Securities Laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or, to the knowledge of the Company, any current or former director or officer of the Company, nor any current or former officer, director, control person, principal shareholder, or creditor with respect to the relationship of any of the foregoing to the Company, nor to the knowledge of the Company is there any reasonable basis for any of the foregoing. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Jurisdictions", "Capitalization", "Adjustments", "Use Of Proceeds", "Agreements", "Indemnity", "Disability", "Disclosures", "Forfeitures", "Enforcements", "Duties", "Interests", "Construction", "Organizations", "Submission To Jurisdiction", "Brokers", "Existence", "Waivers", "Successors", "Waiver Of Jury Trials", "Headings", "Governing Laws", "Powers", "Vesting", "Employment", "Approvals", "No Defaults", "Benefits", "Definitions", "Venues", "Litigations"], "gold": ["Litigations"]}
+{"input": "The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions).", "references": ["Payments", "Employment", "Change In Control", "Indemnity", "Use Of Proceeds", "Benefits", "Consents", "Powers", "Modifications", "Venues", "Duties", "Fees", "Terms", "No Conflicts", "Effective Dates", "Publicity", "Sales", "Closings", "Assigns", "Solvency", "Notices", "Non-Disparagement", "General", "Insurances", "Organizations", "Entire Agreements", "Remedies", "Existence", "Defined Terms", "Agreements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability to (i)\u00a0general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors\u2019 rights and remedies and (ii)\u00a0public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The execution and delivery of this Agreement and the Registration Rights Agreement (the \u201c Transaction Documents \u201d) by the Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict with the Buyer\u2019s certificate of organization, operating agreement or similar documents, and do not require further consent or authorization by the Buyer, its partners, shareholders, managers or its members.", "references": ["Adjustments", "Terms", "Titles", "No Conflicts", "Interpretations", "Interests", "Forfeitures", "Financial Statements", "Non-Disparagement", "Applicable Laws", "Notices", "Erisa", "Sales", "Base Salary", "Tax Withholdings", "Existence", "Disclosures", "Assignments", "Integration", "Employment", "Remedies", "Transactions With Affiliates", "No Defaults", "Qualifications", "Waivers", "Cooperation", "Venues", "Effective Dates", "Modifications", "Duties", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The Executive performed his duties in accordance with the Employment Agreement through [_______].\u00a0\u00a0The Executive\u2019s Date of Termination (as such term is defined in Section 11(e) of the Employment Agreement) is [_______].\u00a0\u00a0The Executive shall be entitled to the compensation and benefits set forth in Section 12 of the Employment Agreement, subject to compliance with the terms of the Employment Agreement and this Release.\u00a0\u00a0Other than the payments referred to in Section 12 of the Employment Agreement, the Executive has been paid all compensation due and owing to him under the Employment Agreement, and under any employment or other contract the Executive has or may have had with the Company (including but not limited to the Employment Agreement) or from any other source of entitlement, including all wages, salary, bonuses, incentive payments, profit-sharing payments, leave, severance pay or other benefits.", "references": ["No Conflicts", "Governing Laws", "Vacations", "Records", "Amendments", "Severability", "Books", "Enforcements", "Waivers", "Integration", "Brokers", "Venues", "Vesting", "Taxes", "Assignments", "Releases", "Successors", "Intellectual Property", "Sales", "No Waivers", "Death", "Modifications", "Definitions", "Expenses", "Submission To Jurisdiction", "Warranties", "Entire Agreements", "Adjustments", "Tax Withholdings", "Headings", "Payments"], "gold": ["Payments"]}
+{"input": "During the Term and at all times thereafter, Licensee shall not, directly or indirectly, make any statement or do any act that adversely affects, disparages or creates any negative inference as to the reputation, prestige, value, image or impression of the Licensed Marks, TTI Floor Care (including its officers, directors, Affiliates, parents, and subsidiaries, and other licensees), TTI Floor Care's other products, or the performance of TTI Floor Care under this Agreement.", "references": ["Entire Agreements", "Specific Performance", "Disability", "Powers", "Participations", "Headings", "Payments", "Existence", "Fees", "Closings", "Vesting", "Forfeitures", "Records", "Miscellaneous", "Subsidiaries", "Base Salary", "Cooperation", "Death", "Binding Effects", "Change In Control", "Compliance With Laws", "Approvals", "Survival", "Indemnifications", "Representations", "General", "Applicable Laws", "Remedies", "Financial Statements", "Titles", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS CODE).", "references": ["Use Of Proceeds", "Indemnity", "Remedies", "No Defaults", "Miscellaneous", "Participations", "Interpretations", "Subsidiaries", "Brokers", "Withholdings", "Submission To Jurisdiction", "Authorizations", "Terms", "Vesting", "Representations", "Capitalization", "Applicable Laws", "Disclosures", "General", "Arbitration", "No Waivers", "Binding Effects", "Tax Withholdings", "Warranties", "Severability", "Survival", "Organizations", "Erisa", "Assignments", "Specific Performance", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any provision of this Agreement is held to be unenforceable, such provision will be distinct and severable from the other provisions of this Agreement and such unenforceability will not affect the validity and enforceability of the remaining provisions. If a court holds that the duration, scope, geographic range or any other restriction stated in any provision of this Agreement is unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic range or other restriction that the court deems reasonable under such circumstances will be substituted and that the court will have the power to revise any of those restrictions to cover the maximum period, scope, geographic range and/or other restriction permitted by law. It is the intent of the parties that the court, in establishing any such substitute restriction, recognize that the parties\u2019 desire is that the stated restrictions upon which the parties have agreed be honored to the maximum lawful extent.", "references": ["Withholdings", "Assignments", "Solvency", "Non-Disparagement", "Liens", "Adjustments", "Fees", "Employment", "Representations", "Authorizations", "Further Assurances", "Effective Dates", "Waivers", "Consents", "Brokers", "Successors", "Confidentiality", "Specific Performance", "Terminations", "Compliance With Laws", "Vacations", "Releases", "Miscellaneous", "No Waivers", "Transactions With Affiliates", "Taxes", "Anti-Corruption Laws", "Publicity", "Base Salary", "Expenses", "Severability"], "gold": ["Severability"]}
+{"input": "All notices under this Plan must be in writing and will be deemed to have been given upon receipt of delivery by: (a)\u00a0hand (against a receipt for such delivery), (b) certified or registered mail, postage prepaid, return receipt requested, or (c)\u00a0a nationally recognized overnight courier service (against a receipt for such service). All notices to PHI related to this Plan should be sent to PHI\u2019s principal business address. All notices to a Participant should be delivered to the most recent address as provided by such Participant to the human resources department of PHI.", "references": ["General", "Organizations", "Interpretations", "Amendments", "Vacations", "Approvals", "Non-Disparagement", "Withholdings", "Insurances", "Transactions With Affiliates", "Taxes", "Interests", "Releases", "Books", "Enforceability", "Jurisdictions", "Effectiveness", "Headings", "Tax Withholdings", "Representations", "Survival", "Fees", "Costs", "Enforcements", "Powers", "Submission To Jurisdiction", "Binding Effects", "Successors", "Brokers", "Solvency", "Notices"], "gold": ["Notices"]}
+{"input": "If Executive's employment is terminated due to Executive's death, the Company will pay to Executive's estate Executive's (i) Base Salary through the date of termination to the extent not theretofore paid, any accrued vacation pay to the extent not theretofore paid and any reimbursement of business expenses as described in Section 3(b)(ii)(B) above (together, the \" Accrued Obligations \") and (ii) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(b) will be payable at such time as such amount would have been payable had Executive's employment not been terminated.", "references": ["Use Of Proceeds", "Consents", "Books", "Enforcements", "Non-Disparagement", "Arbitration", "Positions", "Representations", "Interpretations", "Jurisdictions", "Effectiveness", "Integration", "Releases", "Duties", "Interests", "Amendments", "Brokers", "Indemnity", "Definitions", "Modifications", "Anti-Corruption Laws", "Forfeitures", "Change In Control", "Terms", "Intellectual Property", "Withholdings", "Expenses", "Powers", "Governing Laws", "Consent To Jurisdiction", "Death"], "gold": ["Death"]}
+{"input": "All historical financial statements relating to Loan Parties and their Restricted Subsidiaries that have been delivered by the Borrower to the Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to changes resulting from audit and year-end audit adjustments) and present fairly in all material respects, the Loan Parties\u2019 and their Restricted Subsidiaries\u2019 consolidated financial condition as of the date thereof and results of operations for the period then ended. Since December 31, 2017, no event, circumstance, or change has occurred that has or would reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties and their Restricted Subsidiaries.", "references": ["Liens", "Representations", "Organizations", "Taxes", "Headings", "No Conflicts", "Effectiveness", "Indemnifications", "Confidentiality", "Non-Disparagement", "Adjustments", "Approvals", "Definitions", "Litigations", "Compliance With Laws", "Insurances", "Integration", "Venues", "Expenses", "Subsidiaries", "Releases", "No Defaults", "Specific Performance", "Applicable Laws", "Terminations", "Waivers", "Severability", "Construction", "Enforceability", "Existence", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Such Borrower has full power and authority to execute, deliver and perform this Amendment, which has been duly authorized by all proper and necessary action.\u00a0 The execution and delivery of this Amendment by such Borrower will not violate the provisions of, or cause a default under, such Borrower\u2019s Organizational Documents or any agreement to which such Borrower is a party or by which it or its assets are bound.", "references": ["Cooperation", "No Conflicts", "Fees", "Withholdings", "Entire Agreements", "Vacations", "Publicity", "Books", "Capitalization", "Titles", "Applicable Laws", "Vesting", "Litigations", "Sanctions", "No Waivers", "Remedies", "Integration", "Specific Performance", "Intellectual Property", "Arbitration", "Counterparts", "Closings", "Base Salary", "Releases", "Death", "Disclosures", "Insurances", "No Defaults", "General", "Consent To Jurisdiction", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of the Closing Date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date).", "references": ["Liens", "Disability", "Integration", "Headings", "Agreements", "Qualifications", "Survival", "Confidentiality", "Vacations", "Tax Withholdings", "Consent To Jurisdiction", "Adjustments", "Change In Control", "Effective Dates", "Payments", "Closings", "Severability", "No Conflicts", "Notices", "Indemnifications", "Organizations", "Jurisdictions", "Sanctions", "Waivers", "Indemnity", "Binding Effects", "Specific Performance", "Authority", "Compliance With Laws", "No Defaults", "Representations"], "gold": ["Representations"]}
+{"input": "This Intercompany Subordination Agreement and the rights and obligations of the parties hereunder, including, but not limited to, the validity, interpretation, construction, breach, enforcement or termination hereof, and whether arising in contract or tort or otherwise, shall be governed by, and shall be construed and enforced in accordance with, the law of the State of New York.", "references": ["Counterparts", "Erisa", "Non-Disparagement", "Headings", "Effective Dates", "Consent To Jurisdiction", "Indemnity", "Terms", "Payments", "Effectiveness", "Qualifications", "Authorizations", "Authority", "Forfeitures", "Applicable Laws", "Organizations", "Defined Terms", "Arbitration", "No Waivers", "Costs", "Construction", "Submission To Jurisdiction", "Vacations", "Solvency", "Adjustments", "Fees", "Definitions", "Disclosures", "Warranties", "Specific Performance", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.", "references": ["Waiver Of Jury Trials", "Interests", "Counterparts", "Books", "Titles", "Qualifications", "Erisa", "Terminations", "Applicable Laws", "Duties", "Indemnifications", "Capitalization", "Successors", "Representations", "Remedies", "Survival", "Publicity", "Litigations", "Binding Effects", "Notices", "Subsidiaries", "Severability", "Disclosures", "Disability", "Change In Control", "Financial Statements", "Miscellaneous", "No Conflicts", "No Defaults", "Jurisdictions", "Fees"], "gold": ["Fees"]}
+{"input": "Schedule\u00a04.1 is, as of the Agreement Date, a complete and correct listing of all Borrowing Base Properties owned by Borrower. Each Borrower has good, marketable and legal title to its respective assets. None of the Collateral is subject to any Lien other than Permitted Liens. Each Property included in the calculation of the Borrowing Base satisfies all requirements under the Loan Documents for being an Eligible Property.", "references": ["Records", "Consents", "Books", "Headings", "Counterparts", "Insurances", "Agreements", "Defined Terms", "Enforceability", "Representations", "Financial Statements", "Withholdings", "Terminations", "Arbitration", "Solvency", "Death", "Employment", "Miscellaneous", "General", "Consent To Jurisdiction", "Anti-Corruption Laws", "Fees", "No Conflicts", "No Defaults", "Base Salary", "Amendments", "Brokers", "Indemnifications", "Participations", "Assignments", "Liens"], "gold": ["Liens"]}
+{"input": "This Agreement constitutes the entire understanding and agreement between the parties hereto with regard to the compensation and benefits payable to the Executive in the respective circumstances described herein, superseding all prior understandings and agreements, whether oral or written.", "references": ["Positions", "Agreements", "Terminations", "Organizations", "No Waivers", "Terms", "Death", "Insurances", "Withholdings", "Indemnifications", "Records", "Taxes", "Tax Withholdings", "Authorizations", "Jurisdictions", "Publicity", "Severability", "Representations", "No Conflicts", "Counterparts", "Financial Statements", "Books", "Payments", "Vacations", "Effective Dates", "Venues", "Participations", "Base Salary", "Qualifications", "Integration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Neither the business nor any of the activities of any Borrower as presently conducted violates any applicable Law, the result of which violation could have a Material Adverse Effect. The Borrowers possess all licenses, approvals, registrations, permits and other authorizations necessary to enable them to carry on their respective businesses in all material respects as now conducted.", "references": ["No Conflicts", "Interpretations", "Change In Control", "Enforcements", "Use Of Proceeds", "Vacations", "Titles", "Enforceability", "Headings", "Jurisdictions", "Insurances", "Financial Statements", "Survival", "Records", "Participations", "Erisa", "Consents", "Further Assurances", "General", "Specific Performance", "Disclosures", "Employment", "Transactions With Affiliates", "Organizations", "Submission To Jurisdiction", "Arbitration", "Authorizations", "Governing Laws", "Approvals", "Notices", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "During the Employment Period, Executive shall be eligible for paid vacation of four weeks per calendar year (pro-rated for any partial year).", "references": ["No Conflicts", "Binding Effects", "Expenses", "Costs", "Defined Terms", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Sales", "Transactions With Affiliates", "Specific Performance", "Publicity", "Interests", "Taxes", "Anti-Corruption Laws", "Effective Dates", "Powers", "Venues", "Records", "Miscellaneous", "Submission To Jurisdiction", "Sanctions", "Payments", "Remedies", "Tax Withholdings", "Jurisdictions", "Erisa", "Further Assurances", "Qualifications", "Effectiveness", "Base Salary", "Vacations"], "gold": ["Vacations"]}
+{"input": "Capitalized terms used herein and not otherwise defined herein have the meanings given in the Existing Credit Agreement or the Amended Credit Agreement (as defined below), as the context may require.", "references": ["Adjustments", "Base Salary", "Participations", "Governing Laws", "Construction", "Positions", "Closings", "Notices", "Enforceability", "Interpretations", "Indemnifications", "Duties", "Headings", "Arbitration", "Publicity", "Insurances", "Agreements", "Litigations", "Titles", "Entire Agreements", "Death", "No Conflicts", "Miscellaneous", "Cooperation", "No Defaults", "Effective Dates", "Binding Effects", "Confidentiality", "Venues", "Survival", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or email of a .pdf attachment.", "references": ["Financial Statements", "Miscellaneous", "Representations", "No Defaults", "Consents", "Positions", "Jurisdictions", "Use Of Proceeds", "Further Assurances", "Releases", "Submission To Jurisdiction", "Specific Performance", "Existence", "Disclosures", "Indemnity", "Approvals", "Organizations", "Waiver Of Jury Trials", "Transactions With Affiliates", "Venues", "Participations", "Construction", "Warranties", "Assignments", "Change In Control", "Liens", "Indemnifications", "Terminations", "Withholdings", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company shall file a Current Report on Form 8-K, including this Agreement, the Subscription Agreement and the form of Note as exhibits thereto, with the Commission within the time required by the Exchange Act.", "references": ["Erisa", "Warranties", "Disclosures", "Effective Dates", "Confidentiality", "Submission To Jurisdiction", "Indemnifications", "Enforcements", "Remedies", "Definitions", "Brokers", "Enforceability", "Severability", "Counterparts", "Representations", "Records", "Governing Laws", "Applicable Laws", "Tax Withholdings", "Authority", "Sanctions", "Construction", "Waiver Of Jury Trials", "Non-Disparagement", "Titles", "Organizations", "Effectiveness", "Survival", "General", "Specific Performance", "Publicity"], "gold": ["Publicity"]}
+{"input": "For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby irrevocably assigns, transfers, sells and delivers to Assignee all of Assignor\u2019s right, title and interest in and to (i) the Assigned Patents and the inventions and improvements disclosed therein; (ii) all reissues, divisionals, continuations, continuations-in-part, extensions, renewals, reexaminations and foreign counterparts thereof; (iii) all patents and applications which claim priority to or have common priority with any such patents or patent applications; and (iv) all rights corresponding to any of the foregoing throughout the world, including the right to claim priority from any of the Assigned Patents, the right to prosecute and maintain any of the Assigned Patents, and the right to sue, claim remedies and recover damages for past, present and future infringement or other violation or impairment of any of the Assigned Patents, the same to be held and enjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment of its successors, assigns and other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor, if this assignment had not been made.", "references": ["Terms", "Anti-Corruption Laws", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Interests", "Entire Agreements", "Insurances", "Integration", "Arbitration", "Consents", "Base Salary", "Indemnity", "Remedies", "Specific Performance", "Forfeitures", "Indemnifications", "Governing Laws", "Fees", "Publicity", "No Waivers", "General", "Financial Statements", "Enforcements", "Approvals", "Construction", "Terminations", "Books", "Defined Terms", "Jurisdictions", "Powers", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by the Administrative Agent, any Bank or any other Person against the Company or other obligor, another guarantor, or any other Person.", "references": ["Death", "Liens", "Definitions", "Intellectual Property", "Disclosures", "Binding Effects", "Terminations", "Titles", "Employment", "Arbitration", "Specific Performance", "Erisa", "Benefits", "Consent To Jurisdiction", "Powers", "Governing Laws", "Base Salary", "Releases", "Adjustments", "Entire Agreements", "Submission To Jurisdiction", "Assigns", "Survival", "Capitalization", "Indemnifications", "Participations", "Fees", "Books", "Tax Withholdings", "Sales", "Waivers"], "gold": ["Waivers"]}
+{"input": "Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the following provisions: (a)\u00a0the words \u201cthis Agreement,\u201d \u201cherein,\u201d \u201chereby,\u201d \u201chereunder,\u201d \u201chereof,\u201d and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b)\u00a0examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (c)\u00a0the word \u201cincluding\u201d and its derivatives means \u201cincluding without limitation\u201d and is a term of illustration and not of limitation; (d)\u00a0all definitions set forth herein are deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms have corresponding meanings; (e)\u00a0the word \u201cor\u201d is not exclusive, and has the inclusive meaning represented by the phrase \u201cand/or\u201d; (f)\u00a0a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (g)\u00a0all references to prices, values or monetary amounts refer to United States dollars; (h)\u00a0wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (i)\u00a0this Agreement has been jointly prepared by the parties hereto, and this Agreement will not be construed against any Person as the principal draftsperson hereof or thereof and no consideration may be given to any fact or presumption that any party had a greater or lesser hand in drafting this Agreement; (j)\u00a0the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement; (k)\u00a0any references herein to a particular Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless otherwise expressly stated herein; the Exhibit attached hereto is incorporated herein by reference and will be considered part of this Agreement; (l)\u00a0unless otherwise specified herein, all accounting terms used herein will be interpreted, and all determinations with respect to accounting matters hereunder will be made, in accordance with GAAP, applied on a consistent basis; (m)\u00a0all references to days mean calendar days unless otherwise provided; and (n)\u00a0all references to time mean Houston, Texas time.", "references": ["Enforceability", "Severability", "Change In Control", "Jurisdictions", "Publicity", "Counterparts", "Agreements", "Death", "Adjustments", "Sanctions", "Costs", "Indemnifications", "Survival", "Further Assurances", "Authority", "No Defaults", "No Waivers", "Tax Withholdings", "Applicable Laws", "Expenses", "Payments", "Base Salary", "Closings", "Erisa", "Confidentiality", "Liens", "Sales", "Brokers", "Indemnity", "Existence", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Each party\u2019s obligations under this Section 3.01 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all of the Obligations.", "references": ["Releases", "Interpretations", "Forfeitures", "Submission To Jurisdiction", "Publicity", "Fees", "Capitalization", "Agreements", "Miscellaneous", "Defined Terms", "Headings", "Consent To Jurisdiction", "Participations", "Governing Laws", "Powers", "No Defaults", "Waivers", "Existence", "Effectiveness", "Taxes", "No Waivers", "Construction", "Erisa", "Compliance With Laws", "Solvency", "Cooperation", "Applicable Laws", "Duties", "Base Salary", "Definitions", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall become effective when it shall have been executed by each Borrower and the Administrative Agent shall have been notified by each Lender, each L/C Issuer and the Swing Line Lender that each such Lender, each such L/C Issuer and the Swing Line Lender has executed it and thereafter shall be binding upon and inure to the benefit of each Borrower, each Agent, each Lender, each L/C Issuer and the Swing Line Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders, except for the Borrowers as permitted by Section 7.04(d) .", "references": ["Notices", "Approvals", "Indemnity", "Qualifications", "Construction", "Enforceability", "Enforcements", "Forfeitures", "Tax Withholdings", "Successors", "Defined Terms", "No Waivers", "Entire Agreements", "Releases", "Positions", "Organizations", "Closings", "Records", "Titles", "Financial Statements", "Insurances", "Subsidiaries", "Base Salary", "Sanctions", "Submission To Jurisdiction", "Erisa", "Warranties", "Employment", "Compliance With Laws", "Use Of Proceeds", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Executive is employed as Chief Information Officer and shall have the duties and responsibilities reasonably assigned to Executive from time to time by the Company\u2019s Chief Executive Officer (\u201c CEO \u201d) or Board of Directors (the \u201c Board \u201d). Executive shall perform faithfully and diligently all duties assigned to Executive. The Company reserves the right to modify Executive\u2019s position and duties at any time in its sole and absolute discretion, except that any material diminution in Executive\u2019s duties shall be subject to Section\u00a07.3(ii).", "references": ["Releases", "Benefits", "Books", "Titles", "Records", "Financial Statements", "Costs", "Intellectual Property", "Disclosures", "Sanctions", "Sales", "Waiver Of Jury Trials", "Withholdings", "Arbitration", "Counterparts", "Employment", "Construction", "Publicity", "Vacations", "Consent To Jurisdiction", "Definitions", "Liens", "Powers", "Enforcements", "Qualifications", "Assignments", "Governing Laws", "Existence", "Jurisdictions", "Remedies", "Positions"], "gold": ["Positions"]}
+{"input": "Gatherer\u2019s Operating Terms and Conditions, a copy of which is attached hereto as Exhibit A , are for all purposes incorporated in this Agreement.", "references": ["Assignments", "Confidentiality", "Headings", "Miscellaneous", "Vesting", "Further Assurances", "Remedies", "Governing Laws", "Consents", "Warranties", "Binding Effects", "Use Of Proceeds", "Titles", "Solvency", "Powers", "Jurisdictions", "Adjustments", "Waivers", "Erisa", "Non-Disparagement", "Releases", "Records", "Positions", "Interests", "Counterparts", "Duties", "Vacations", "Benefits", "Approvals", "Brokers", "Terms"], "gold": ["Terms"]}
+{"input": "Executive shall take all requested actions and execute all requested documents to assist Employer, or its designee, at Employer\u2019s expense, in every way to secure Employer\u2019s or its designee\u2019s above rights in the Prior Inventions and Employer Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, and to pursue any patents or registrations with respect thereto.\u00a0 This covenant shall survive the termination of this Agreement.\u00a0 If Employer or its designee is unable for any other reason to secure Executive\u2019s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints Employer or its designee and their duly authorized officers and agents, as the case may be, as Executive\u2019s agent and attorney in fact, to act for and in Executive\u2019s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.", "references": ["Employment", "Adjustments", "Approvals", "Submission To Jurisdiction", "Interests", "Survival", "Solvency", "Arbitration", "Forfeitures", "Specific Performance", "Disability", "Litigations", "Miscellaneous", "Withholdings", "Enforceability", "Indemnifications", "Counterparts", "General", "Liens", "Change In Control", "Waiver Of Jury Trials", "Expenses", "Powers", "Enforcements", "No Waivers", "Severability", "Indemnity", "Participations", "Successors", "Disclosures", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "T o Seller\u2019s knowledge, no present or former employee of Seller has any valid and enforceable claim (whether under federal or state law) under any employment agreement, or otherwise, with respect to the Marketing/Retail Business, for: (i) overtime pay, other than overtime pay for the current payroll period; (ii) wages or salary for any period other than the current payroll period; (iii) vacation or time off (or pay in lieu thereof), other than that earned in respect of the previous twelve (12) months; or (iv) any violation of any statute, ordinance, or regulation relating to minimum wages or maximum hours of work.", "references": ["Adjustments", "Brokers", "Use Of Proceeds", "Participations", "Integration", "Financial Statements", "Interests", "Compliance With Laws", "Fees", "Binding Effects", "Vesting", "Agreements", "Venues", "Jurisdictions", "Change In Control", "Successors", "Litigations", "Organizations", "Terms", "Modifications", "Construction", "Authorizations", "Benefits", "Subsidiaries", "Consents", "Waiver Of Jury Trials", "Severability", "Effective Dates", "Existence", "Positions", "Vacations"], "gold": ["Vacations"]}
+{"input": "The Seller has been duly organized, and is validly existing as a limited liability company, in good standing under the laws of the state of its formation, with all requisite limited liability company power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Seller had at all relevant times, and now has all necessary power, authority and legal right to acquire, own and sell the Transferred Contracts and other Second Step Transferred Property, except for non-compliance which could not reasonably be expected to result in a Material Adverse Effect with respect to the Seller.", "references": ["Sales", "Financial Statements", "Adjustments", "Representations", "Definitions", "Defined Terms", "Non-Disparagement", "Interests", "Headings", "Employment", "Assigns", "Taxes", "Expenses", "Participations", "Agreements", "Binding Effects", "Vesting", "Applicable Laws", "Confidentiality", "Indemnity", "Notices", "Transactions With Affiliates", "Liens", "Benefits", "Forfeitures", "Compliance With Laws", "Fees", "Remedies", "Approvals", "Indemnifications", "Organizations"], "gold": ["Organizations"]}
+{"input": "NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SUCH SELLER PURSUANT TO THIS AGREEMENT, OR THE ANCILLARY DOCUMENTS TO WHICH SUCH SELLER IS A PARTY, EACH SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE UNITS OR BUSINESSES OR ASSETS OF ANY OF THE GROUP COMPANIES, AND SUCH SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH ASSETS ARE BEING ACQUIRED \u201cAS IS, WHERE IS\u201d ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS, RESPECTIVELY, SET FORTH IN THIS AGREEMENT, RESPECTIVELY, ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THEM PURSUANT HERETO OR THE ANCILLARY DOCUMENTS.", "references": ["Intellectual Property", "Adjustments", "No Defaults", "Releases", "Titles", "Sanctions", "Representations", "Publicity", "Vesting", "No Waivers", "Withholdings", "Disclosures", "Jurisdictions", "Fees", "Construction", "Authority", "Duties", "Brokers", "Indemnifications", "Survival", "Taxes", "Effectiveness", "Approvals", "Terms", "Successors", "Defined Terms", "Integration", "Benefits", "Further Assurances", "Forfeitures", "Warranties"], "gold": ["Warranties"]}
+{"input": "SECTION 5.01 Corporate Power and Authority.", "references": ["Indemnity", "Death", "Waiver Of Jury Trials", "Positions", "Authorizations", "Taxes", "Releases", "Governing Laws", "Intellectual Property", "Interpretations", "Transactions With Affiliates", "Arbitration", "Cooperation", "No Conflicts", "Compliance With Laws", "Entire Agreements", "Participations", "Miscellaneous", "No Defaults", "Specific Performance", "Use Of Proceeds", "Integration", "Benefits", "Waivers", "Definitions", "Severability", "Brokers", "Representations", "Financial Statements", "Solvency", "Authority"], "gold": ["Authority"]}
+{"input": "During the Employment Period, the Executive shall serve as [\u25cf] of the Company and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to the Chief Executive Officer.\u00a0 In the Executive\u2019s position of [\u25cf], the Executive shall perform duties customary for the [\u25cf] of a company similar to the Company\u2019s size and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer may reasonably assign.\u00a0\u00a0The Executive\u2019s principal place of employment shall be the Company\u2019s headquarters in Dallas, Texas.", "references": ["Effectiveness", "Jurisdictions", "Binding Effects", "Submission To Jurisdiction", "Books", "Positions", "Records", "Defined Terms", "Forfeitures", "Titles", "Closings", "Waiver Of Jury Trials", "Intellectual Property", "Entire Agreements", "Payments", "Warranties", "Withholdings", "Vacations", "General", "Confidentiality", "Benefits", "Cooperation", "Headings", "Governing Laws", "Consents", "Waivers", "Assigns", "Use Of Proceeds", "Venues", "Qualifications", "Duties"], "gold": ["Duties"]}
+{"input": "The execution and delivery of this Agreement and the performance by the Company of its obligations hereunder and compliance by the Company with all of the provisions hereof and the consummation of the Transaction (i)\u00a0shall not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the acceleration of, or the creation of any Encumbrance under, or give rise to any termination right under, any material Contract to which the Company is a party, (ii)\u00a0shall not result in any violation or breach of any provisions of the organizational documents of the Company and (iii)\u00a0shall not conflict with or result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, Order, rule\u00a0or regulation of any Governmental Entity having jurisdiction over the Company or its properties or assets, except with respect to each of (i), (ii) and (iii), such conflicts, violations or defaults as would not be reasonably expected to have a material adverse effect on the ability of the Company to consummate the Transaction.", "references": ["Disability", "Sanctions", "Survival", "Organizations", "Duties", "Consent To Jurisdiction", "Terminations", "Use Of Proceeds", "Definitions", "Existence", "Enforcements", "Withholdings", "Representations", "Insurances", "Taxes", "Headings", "Liens", "Warranties", "Compliance With Laws", "Vacations", "Costs", "Assignments", "Releases", "Approvals", "Governing Laws", "Books", "Anti-Corruption Laws", "Indemnity", "Publicity", "Counterparts", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Company understands and confirms that each of the Buyers will rely on the foregoing representations in purchasing the Preferred Shares and Warrants. No statement made by the Company in this Agreement, any other Transaction Document or the Exhibits and Schedules attached hereto or in any certificate or schedule furnished or to be furnished by or on behalf of the Company to the Investors or any of their representatives in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. The due diligence materials previously provided by or on behalf of the Company to each Buyer (the \u201c Due Diligence Materials \u201d), have been prepared in a good faith effort by the Company to describe the Company\u2019s present and proposed products, and projected growth and the Company and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, except that with respect to assumptions, projections and expressions of opinion or predictions contained in the Due Diligence Materials, the Company represents only that such assumptions, projections, expressions of opinion and predictions were made in good faith and that the Company believes there is a reasonable basis therefor. To the Company\u2019s Knowledge, the Due Diligence Materials contain all material agreements of the Company and its Subsidiaries and no material agreements of the Company or its Subsidiaries exist other than those provided in the Due Diligence Materials. The Company acknowledges and agrees that no Buyer participated in the preparation of, or has any responsibility for, the content of any Due Diligence Materials.", "references": ["Effectiveness", "Death", "Financial Statements", "Governing Laws", "Representations", "Cooperation", "Specific Performance", "Fees", "Severability", "Duties", "Brokers", "Taxes", "Compliance With Laws", "Miscellaneous", "Transactions With Affiliates", "Assigns", "Further Assurances", "Integration", "Assignments", "Litigations", "Authorizations", "Approvals", "Liens", "Warranties", "Expenses", "Venues", "Subsidiaries", "Vesting", "Notices", "Erisa", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Company shall pay the Executive base salary of $575,000.00 per annum. The base salary shall be payable in equal installments, in accordance with the Company\u2019s regular payroll practices.", "references": ["Enforcements", "Interpretations", "Amendments", "No Conflicts", "Notices", "Consents", "Books", "Indemnifications", "Brokers", "Expenses", "Erisa", "Enforceability", "Further Assurances", "Payments", "Compliance With Laws", "Change In Control", "Severability", "Jurisdictions", "Successors", "Representations", "Miscellaneous", "Construction", "Taxes", "Benefits", "Warranties", "Capitalization", "Sales", "Disclosures", "Submission To Jurisdiction", "Defined Terms", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Administrative Agent shall have received evidence satisfactory to it that there are no Liens encumbering any of the Credit Parties\u2019 respective Property other than Permitted Liens.", "references": ["Forfeitures", "Benefits", "Sanctions", "No Conflicts", "Releases", "Authority", "Non-Disparagement", "Employment", "Payments", "Indemnity", "Insurances", "Intellectual Property", "Organizations", "Powers", "Headings", "Definitions", "Jurisdictions", "Subsidiaries", "Severability", "Approvals", "Base Salary", "Participations", "Assignments", "Warranties", "Transactions With Affiliates", "Terms", "No Defaults", "Further Assurances", "Assigns", "Indemnifications", "Liens"], "gold": ["Liens"]}
+{"input": "Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Series D Warrant.", "references": ["Specific Performance", "Assignments", "Use Of Proceeds", "Sanctions", "Applicable Laws", "Enforcements", "Powers", "Transactions With Affiliates", "Interests", "Construction", "Submission To Jurisdiction", "Existence", "Adjustments", "Withholdings", "Counterparts", "Waivers", "Notices", "Solvency", "Records", "Capitalization", "Anti-Corruption Laws", "Subsidiaries", "Change In Control", "Consents", "Effective Dates", "General", "Modifications", "No Conflicts", "Positions", "Integration", "Definitions"], "gold": ["Definitions"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.", "references": ["Effective Dates", "Erisa", "Intellectual Property", "Interpretations", "Assignments", "General", "Transactions With Affiliates", "Employment", "Terminations", "Indemnifications", "Records", "Costs", "Waiver Of Jury Trials", "Successors", "Binding Effects", "Tax Withholdings", "Expenses", "Confidentiality", "Counterparts", "Base Salary", "Participations", "Insurances", "Duties", "Defined Terms", "Approvals", "Powers", "Qualifications", "Construction", "Representations", "Interests", "Survival"], "gold": ["Survival"]}
+{"input": "Licensee shall, at its sole expense, comply at all times with all applicable Laws and reputable industry practice pertaining to the Licensee Business and the use of the Licensed Marks, Company Name, Ticker Symbol and Domain Names.", "references": ["Integration", "No Defaults", "Waivers", "Specific Performance", "Liens", "Organizations", "Effectiveness", "Notices", "Releases", "Financial Statements", "Positions", "Enforceability", "Sales", "Consents", "Enforcements", "Withholdings", "Consent To Jurisdiction", "Transactions With Affiliates", "Forfeitures", "Warranties", "Submission To Jurisdiction", "Representations", "Costs", "Miscellaneous", "Interpretations", "Defined Terms", "Powers", "Records", "Authority", "Modifications", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "You acknowledge that you have knowingly and voluntarily entered into this Agreement and that the Company advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for twenty-one (21) days from your receipt of this Agreement before signing it (the \u201c Consideration Period \u201d). To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by the Company\u2019s General Counsel (elizabeth@assemblybio.com) at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) days from the date when you sign this Agreement, you have the right to revoke this Agreement by written notice to the Company\u2019s General Counsel, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) day revocation period. This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the \u201c Effective Date \u201d).", "references": ["Binding Effects", "Litigations", "Expenses", "Terminations", "Integration", "Books", "Waiver Of Jury Trials", "Indemnifications", "Specific Performance", "Brokers", "Publicity", "Sales", "Consents", "Governing Laws", "Organizations", "Defined Terms", "Definitions", "Forfeitures", "Agreements", "Disability", "Submission To Jurisdiction", "Non-Disparagement", "Participations", "Use Of Proceeds", "Titles", "Closings", "Jurisdictions", "Effectiveness", "Transactions With Affiliates", "Cooperation", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Subject to the satisfaction (or waiver in writing by each Requisite Lender and the Administrative Agent) of the conditions set forth in Section 6 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, to the extent required under the Senior Subordination Agreement, each Agent and Lender hereby consents to the Guarantors distributing the proceeds of the Incremental Senior Term Loan to Borrower and the subsequent consummation of the Permitted Redemption by Borrower in accordance with the terms of the Credit Agreement.", "references": ["Notices", "Submission To Jurisdiction", "Benefits", "Erisa", "Remedies", "Severability", "Consent To Jurisdiction", "Titles", "Representations", "Liens", "Use Of Proceeds", "Payments", "Enforcements", "Miscellaneous", "Successors", "Costs", "Anti-Corruption Laws", "Transactions With Affiliates", "Warranties", "No Waivers", "Modifications", "Publicity", "Confidentiality", "Sales", "Applicable Laws", "Effectiveness", "Participations", "Integration", "Fees", "Death", "Consents"], "gold": ["Consents"]}
+{"input": "The Lenders severally agree to indemnify each Agent, any Issuing Lender and Swingline Lender in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section\u00a09.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent, any Issuing Lender or Swingline Lender in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent, any Issuing Lender or Swingline Lender under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent\u2019s,\u00a0Issuing Lender\u2019s or Swingline Lender\u2019s gross negligence or willful misconduct.\u00a0 The agreements in this Section\u00a09.7 shall survive the payment of the Loans and all other amounts payable hereunder.", "references": ["Compliance With Laws", "Sanctions", "Venues", "Closings", "Enforceability", "Intellectual Property", "Further Assurances", "Fees", "Survival", "Waiver Of Jury Trials", "Adjustments", "Disability", "Subsidiaries", "Costs", "Confidentiality", "Miscellaneous", "Insurances", "Defined Terms", "Base Salary", "Specific Performance", "Expenses", "No Waivers", "General", "Liens", "Organizations", "Positions", "Jurisdictions", "Sales", "Transactions With Affiliates", "Powers", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same amendment.", "references": ["Assignments", "Vesting", "Modifications", "Indemnifications", "Definitions", "Existence", "Arbitration", "Intellectual Property", "Non-Disparagement", "Terminations", "Approvals", "Anti-Corruption Laws", "Representations", "Notices", "Waiver Of Jury Trials", "Vacations", "Authorizations", "Cooperation", "No Conflicts", "Insurances", "Waivers", "Successors", "Releases", "Liens", "Financial Statements", "Closings", "Warranties", "Interpretations", "Indemnity", "Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Assignor hereby assigns and transfers to Assignee all of its right, title and interest in, to and under the Assigned Contracts.", "references": ["Successors", "Closings", "Publicity", "No Waivers", "Records", "Benefits", "Jurisdictions", "Enforceability", "Indemnifications", "Defined Terms", "Remedies", "Specific Performance", "Costs", "Interpretations", "Sanctions", "Arbitration", "Construction", "Qualifications", "Vacations", "Submission To Jurisdiction", "Notices", "Change In Control", "Definitions", "Counterparts", "Disability", "Anti-Corruption Laws", "Existence", "Payments", "Agreements", "Governing Laws", "Assignments"], "gold": ["Assignments"]}
+{"input": "Executive will provide reasonable cooperation to the Company, all Released Parties and their respective counsel at all times in any internal or external claims, charges, audits, investigations, and/or lawsuits involving the Company and/or any other Released Party of which Executive may have knowledge or in which Executive may be a witness, it being understood that requests for reasonable cooperation shall not unreasonably interfere with Executive\u2019s personal or other professional responsibilities.\u00a0 Such reasonable cooperation includes meeting with the Company\u2019s representatives and counsel to disclose such facts as Executive may know; preparing with the Company\u2019s counsel for any deposition, trial, hearing, or other proceeding; attending any deposition, trial, hearing or other proceeding to provide truthful testimony.\u00a0 The Company agrees to reimburse the Executive for reasonable out-of-pocket expenses incurred by the Executive in the course of complying with this obligation.\u00a0 Nothing in this Section 8 should be construed in any way as prohibiting or discouraging the Executive from testifying truthfully under oath as part of, or in connection with, any such proceeding.", "references": ["Waivers", "Indemnity", "Interests", "Death", "Publicity", "Enforceability", "Entire Agreements", "Insurances", "Base Salary", "Confidentiality", "Effective Dates", "Indemnifications", "Withholdings", "Positions", "Governing Laws", "Defined Terms", "Specific Performance", "Taxes", "Consents", "Authority", "Payments", "Tax Withholdings", "Compliance With Laws", "Use Of Proceeds", "Assigns", "Terminations", "Records", "Vacations", "Forfeitures", "Closings", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Should any term, condition, or provision of this Agreement be held unenforceable by an authority of competent jurisdiction, such ruling shall not affect the validity and enforceability of the remaining terms, conditions, and provisions of this Agreement.\u00a0 To the extent that any such provision is found to be invalid, illegal or unenforceable, the Parties shall act in good faith to substitute for such provision, to the extent possible and as necessary, a new provision with content and purpose as close as possible to the provision so determined to be invalid, illegal or unenforceable.", "references": ["Authorizations", "Approvals", "Powers", "Assignments", "Construction", "Employment", "Expenses", "Agreements", "Tax Withholdings", "Counterparts", "Confidentiality", "Duties", "Applicable Laws", "Definitions", "Subsidiaries", "Anti-Corruption Laws", "Use Of Proceeds", "Arbitration", "Positions", "Forfeitures", "Qualifications", "Successors", "Indemnity", "Submission To Jurisdiction", "Entire Agreements", "Participations", "Non-Disparagement", "Financial Statements", "Transactions With Affiliates", "Intellectual Property", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed in multiple counterparts and delivered by facsimile or portable document format, each of which, when executed, shall be deemed an original, and all of which shall constitute but one and the same instrument.", "references": ["Adjustments", "Enforceability", "Financial Statements", "Terminations", "Effectiveness", "Sales", "Authority", "Organizations", "Vacations", "Solvency", "Books", "Representations", "Withholdings", "Taxes", "Submission To Jurisdiction", "Benefits", "Modifications", "Titles", "Arbitration", "No Waivers", "Severability", "Fees", "Applicable Laws", "Defined Terms", "Approvals", "Indemnifications", "Enforcements", "Consents", "Litigations", "Base Salary", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Executive agrees to serve the Company in the position of President and Chief Executive Officer and to perform diligently and to the best of his abilities the duties and services of that office. During the Employment Period, Executive shall perform the duties and services that the Company assigns or delegates to him from time to time. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of Argo Group and further agrees not to engage or participate in any act that will or is reasonably likely to injure the business, interests, or reputation of Argo Group. Unless otherwise agreed to by the Company and the Executive, the Executive\u2019s principal place of business with the Company shall be in Bermuda. Executive shall travel to such extent as may be required in connection with the performance of his duties.", "references": ["Indemnifications", "Titles", "Confidentiality", "Definitions", "Compliance With Laws", "No Conflicts", "Books", "Powers", "Tax Withholdings", "Employment", "Taxes", "Participations", "Brokers", "Terms", "Authority", "Disclosures", "Notices", "Qualifications", "Sales", "Insurances", "Base Salary", "Consent To Jurisdiction", "Jurisdictions", "Severability", "Counterparts", "Releases", "Death", "Construction", "Warranties", "Consents", "Duties"], "gold": ["Duties"]}
+{"input": "During the Employment Term, Executive shall serve as the Chief Executive Officer of the Company, reporting to Board of Directors of the Company (the \u201c Board \u201d). In such position, Executive shall have such duties, authority, and responsibilities as shall be determined from time to time by the Board, which duties, authority, and responsibilities are consistent with Executive\u2019s position. Executive shall, if requested, also serve as a member of the Board or as an officer or director of any affiliate of the Company for no additional compensation.", "references": ["No Waivers", "Assigns", "Agreements", "Authority", "Publicity", "General", "Titles", "Financial Statements", "Payments", "Counterparts", "Expenses", "Arbitration", "Books", "Disclosures", "Authorizations", "Assignments", "Definitions", "Specific Performance", "Waivers", "Waiver Of Jury Trials", "Effective Dates", "Adjustments", "Consents", "Transactions With Affiliates", "Releases", "Litigations", "Further Assurances", "Successors", "Change In Control", "Organizations", "Positions"], "gold": ["Positions"]}
+{"input": "Subject to Section 10.15(d) , any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, each Credit Party hereby accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit Party hereby irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.", "references": ["Terms", "No Conflicts", "Disclosures", "Assignments", "Publicity", "Indemnity", "Brokers", "Authority", "Existence", "Benefits", "Transactions With Affiliates", "Base Salary", "Definitions", "Litigations", "Use Of Proceeds", "Binding Effects", "Representations", "Counterparts", "Capitalization", "Further Assurances", "Insurances", "Waiver Of Jury Trials", "Payments", "Miscellaneous", "Venues", "Fees", "Participations", "Erisa", "Remedies", "Forfeitures", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Borrower is wholly owned by The Crypto Company, a Nevada corporation.", "references": ["Specific Performance", "Construction", "Consents", "Forfeitures", "Non-Disparagement", "Waivers", "Payments", "Participations", "Adjustments", "Indemnity", "Change In Control", "Entire Agreements", "Insurances", "Existence", "Further Assurances", "Fees", "Financial Statements", "Terminations", "Arbitration", "Authority", "Intellectual Property", "Costs", "Amendments", "Transactions With Affiliates", "Cooperation", "Successors", "Closings", "Counterparts", "Base Salary", "Titles", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "All covenants, representations and warranties made herein shall continue in full force and effect until the Final Collection Date. Each Seller\u2019s and Servicer\u2019s obligations to indemnify the Administrative Agent and each Buyer with respect to the expenses, damages, losses, costs and liabilities shall survive until the later of (x) the Final Collection Date and (y) all applicable statute of limitations periods with respect to actions that may be brought by the Administrative Agent or a Buyer under the Transaction Documents have run.", "references": ["Financial Statements", "Titles", "Releases", "Notices", "Insurances", "Vacations", "Authorizations", "General", "Assignments", "Terms", "Change In Control", "Waivers", "Positions", "Adjustments", "Litigations", "Representations", "Duties", "Further Assurances", "Taxes", "Brokers", "Venues", "Confidentiality", "Effective Dates", "Cooperation", "Powers", "Base Salary", "Forfeitures", "Withholdings", "Organizations", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, (a)\u00a0do or cause to be done all things necessary to (i)\u00a0preserve, renew, and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses, and permits in each case material to the conduct of its business, and (ii)\u00a0maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted except with respect to (A)\u00a0any single location where less than $250,000 of Inventory is located and (B)\u00a0two or more locations where less than $1,000,000 of Inventory in the aggregate is located, provided that, the foregoing clause\u00a0(a) will not prohibit any merger, consolidation, liquidation, or dissolution permitted under Section\u00a06.03 or Section\u00a06.05 and (b)\u00a0carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and other fields of enterprise reasonably related thereto.", "references": ["Confidentiality", "Counterparts", "Books", "Positions", "Costs", "Cooperation", "Solvency", "Sales", "Vacations", "Arbitration", "Governing Laws", "General", "Subsidiaries", "Withholdings", "Binding Effects", "Modifications", "Waivers", "Further Assurances", "Duties", "Remedies", "Enforcements", "Death", "Survival", "Definitions", "Participations", "Consents", "Organizations", "Taxes", "Successors", "Base Salary", "Existence"], "gold": ["Existence"]}
+{"input": "The Company has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors\u2019 rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.", "references": ["Releases", "No Defaults", "Headings", "Adjustments", "Sanctions", "Indemnifications", "Erisa", "Existence", "Taxes", "Confidentiality", "Interests", "Payments", "Books", "Terminations", "Vacations", "Sales", "Jurisdictions", "Integration", "Agreements", "Forfeitures", "Definitions", "Anti-Corruption Laws", "No Waivers", "Representations", "Insurances", "Disclosures", "Transactions With Affiliates", "Liens", "General", "Construction", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The execution, delivery and performance of each of the Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby including issuance and sale of the Shares in accordance with this Agreement will not (i) result in a violation of the Certificate of Incorporation or the Bylaws (or equivalent constitutive document) of the Company or any of its subsidiaries or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any subsidiary is a party, except for those which would not reasonably be expected to have a Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations) applicable to the Company or any subsidiary or by which any property or asset of the Company or any subsidiary is bound or affected, except for those which would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any subsidiary is in violation of or in default under, any provision of its Certificate of Incorporation or Bylaws. Neither the Company nor any subsidiary is in violation of any term of or in default under any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or any subsidiary, which violation or breach has had or would reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, neither the Company nor any of its subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or the other Transaction Documents in accordance with the terms hereof or thereof other than (i) the filings required pursuant to Section 9(j), (ii) the filing of the registration statement contemplated by the Registration Rights Agreement and (iii) the filing of Form D with the SEC. Except as set forth on Schedule 3e , neither the execution and delivery by the Company of the Transaction Documents, nor the consummation by the Company of the transactions contemplated hereby or thereby, will require any notice, consent or waiver under any contract or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of their assets is subject, except for any notice, consent or waiver the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. All consents, authorizations, orders, filings and registrations which the Company or any of its subsidiaries is required to obtain pursuant to the preceding two sentences have been or will be obtained or effected on or prior to the Closing.", "references": ["No Waivers", "Applicable Laws", "Cooperation", "Interests", "Jurisdictions", "Duties", "Severability", "Terms", "Costs", "Intellectual Property", "Fees", "Effective Dates", "Capitalization", "Entire Agreements", "Withholdings", "Base Salary", "Insurances", "Disclosures", "Definitions", "Governing Laws", "Disability", "Forfeitures", "Non-Disparagement", "Approvals", "Positions", "Financial Statements", "Representations", "General", "Organizations", "Adjustments", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Purchaser is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee, and has the requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to own the Assets and to operate the Branches. This Agreement is a valid and binding agreement of Purchaser enforceable against Purchaser in accordance with its terms subject, as to enforcement, to the Enforceability Exceptions.", "references": ["Indemnity", "Definitions", "Expenses", "Vesting", "Effective Dates", "Headings", "Qualifications", "Terminations", "Venues", "Remedies", "Duties", "Solvency", "Interests", "Fees", "Organizations", "Powers", "Disclosures", "Withholdings", "Sanctions", "Vacations", "Death", "Payments", "Costs", "Interpretations", "Liens", "Modifications", "Warranties", "No Conflicts", "Counterparts", "Confidentiality", "Authority"], "gold": ["Authority"]}
+{"input": "This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns; provided that the Borrower may not assign this Note, in whole or in part, by operation of law or otherwise, without the prior written consent of the Lender. The Lender may assign or otherwise participate out all or part of, or any interest in, its rights and benefits hereunder and to the extent of such assignment or participation such assignee shall have the same rights and benefits against the Borrower as it would have had if it were the Lender. This Note, and any claims arising out of relating to this Note, whether in contract or tort, statutory or common law, shall be governed exclusively by, and construed in accordance with the laws of the State of Arizona without regard to principles of conflicts of laws.", "references": ["Vesting", "Consent To Jurisdiction", "Sales", "Existence", "Further Assurances", "Withholdings", "Base Salary", "Applicable Laws", "Tax Withholdings", "Submission To Jurisdiction", "Taxes", "Brokers", "Disclosures", "Costs", "Records", "Confidentiality", "Intellectual Property", "Indemnity", "Enforceability", "Authorizations", "Closings", "Consents", "Anti-Corruption Laws", "Adjustments", "Participations", "Employment", "Erisa", "Miscellaneous", "Transactions With Affiliates", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company shall have the right to terminate Executive\u2019s employment under this Agreement at any time for any reason or for no reason, and Executive shall have the right to terminate his/her employment at any time for any reason or for no reason, in each case subject to the notice requirement provided in \u00a71(a) above; provided that obligations under this Section\u00a05, Section\u00a06 and Section\u00a07 shall survive termination of the Agreement.", "references": ["Titles", "Severability", "Enforceability", "Vacations", "Non-Disparagement", "Cooperation", "Vesting", "Employment", "Modifications", "Remedies", "Positions", "Representations", "Sales", "Capitalization", "Integration", "Interests", "Existence", "Waiver Of Jury Trials", "Counterparts", "Construction", "Governing Laws", "Warranties", "Closings", "No Waivers", "Enforcements", "No Defaults", "Intellectual Property", "Tax Withholdings", "Qualifications", "Disclosures", "General"], "gold": ["General"]}
+{"input": "Pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or on its income or profits or on any of its property prior to the date on which any penalties attach thereto, provided that Grantee shall not be required by this to pay any such tax, assessment, charge or levy, the payment of which is being contested in good faith and by proper proceedings.", "references": ["Positions", "Waiver Of Jury Trials", "Releases", "Existence", "Authorizations", "Benefits", "Titles", "Solvency", "Publicity", "Amendments", "Jurisdictions", "Consents", "Financial Statements", "Tax Withholdings", "Litigations", "Adjustments", "Miscellaneous", "Indemnifications", "Transactions With Affiliates", "Definitions", "Consent To Jurisdiction", "Withholdings", "Warranties", "Disability", "Vesting", "Representations", "Intellectual Property", "Terminations", "Enforceability", "Payments", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company shall on or before the third Trading Day following the Closing Date, file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto with the Commission (\u201c Form 8-K \u201d). A form of the Form 8-K is annexed hereto as Exhibit G . Such Exhibit G will be identical to the Form 8-K which will be filed with the Commission except for the omission of signatures thereto by the Company. From and after the filing of the Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market unless the name of such Purchaser is already included in the body of the Transaction Documents, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and any registration statement contemplated by the Registration Rights Agreement, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b). The Company may file a Form 10-Q in lieu of the Form 8-K provided such filing contains the content required to be included in the Form 8-K and the Form 10-Q is filed not later than the Trading Day after the Closing Date.", "references": ["Qualifications", "Insurances", "Governing Laws", "Survival", "Vesting", "Severability", "Benefits", "Authority", "Waiver Of Jury Trials", "Duties", "Binding Effects", "Participations", "Compliance With Laws", "Litigations", "Venues", "Base Salary", "Amendments", "Financial Statements", "Capitalization", "Fees", "General", "Transactions With Affiliates", "Effective Dates", "Books", "Assigns", "Approvals", "No Defaults", "Applicable Laws", "Counterparts", "Consent To Jurisdiction", "Publicity"], "gold": ["Publicity"]}
+{"input": "In exchange for Employee\u2019s performance of his duties and responsibilities, Employee initially shall be paid an annual base salary of $395,000 (such annual base salary, as in effect from time to time, \u201c Base Salary \u201d), payable in accordance with the regular payroll practices of the Company but not less frequently than monthly. The Base Salary shall be reviewed at least annually by the Board (or a committee thereof), and the Board (or a committee thereof) may, but shall not be required to, increase the Base Salary during the Term. However, the Base salary may not be decreased and/or deferred during the Term, unless a pro-rata decrease and / or deferral of all executive employees\u2019 salaries is made following the six (6)-month anniversary of the Effective Date by the Board in good faith as a result of the financial condition of the Company. All payments referenced in this Agreement, including the Signing Bonus, are on a gross, pre-tax basis and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.", "references": ["Authorizations", "Costs", "Vacations", "Consents", "Brokers", "Releases", "Fees", "Capitalization", "Cooperation", "Interests", "Anti-Corruption Laws", "No Defaults", "Publicity", "Enforcements", "Governing Laws", "Subsidiaries", "Change In Control", "Litigations", "Positions", "Warranties", "Tax Withholdings", "Taxes", "Amendments", "Indemnifications", "Further Assurances", "Erisa", "Vesting", "Closings", "Arbitration", "Successors", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of a portable document format file (also known as a \u201c PDF \u201d file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Amendment are for reference only and shall not affect the construction of this Amendment.", "references": ["Terminations", "Employment", "Warranties", "Vesting", "Solvency", "Duties", "Assignments", "Participations", "Approvals", "Effective Dates", "No Defaults", "Representations", "Publicity", "Definitions", "Submission To Jurisdiction", "Headings", "Vacations", "Compliance With Laws", "Integration", "General", "No Conflicts", "Closings", "Severability", "Construction", "Base Salary", "Assigns", "Taxes", "Jurisdictions", "Remedies", "Interests", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules\u00a0and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (\u201c GAAP \u201d), applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Confidentiality", "Releases", "Records", "Adjustments", "Arbitration", "Benefits", "Consents", "Effective Dates", "No Waivers", "Change In Control", "Effectiveness", "Headings", "Subsidiaries", "Disability", "Successors", "Vesting", "Cooperation", "Anti-Corruption Laws", "Survival", "Representations", "Vacations", "Capitalization", "Approvals", "Assigns", "Integration", "Non-Disparagement", "General", "Base Salary", "Forfeitures", "Taxes", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Each Loan Party has the corporate or other organizational power and authority to make, deliver and perform the Credit Documents and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents. No consent or authorization of, or filing with, any Person (including, without limitation, any governmental authority), is required in connection with the execution, delivery or performance by such Loan Party, or the validity or enforceability against the Loan Parties of the Credit Documents, other than such consents, authorizations or filings which have been made or obtained.", "references": ["Vesting", "Submission To Jurisdiction", "Titles", "Representations", "Publicity", "Consents", "Withholdings", "Employment", "General", "No Waivers", "Base Salary", "Applicable Laws", "Disclosures", "Defined Terms", "Solvency", "Existence", "Duties", "Consent To Jurisdiction", "Expenses", "Venues", "Survival", "Amendments", "Costs", "Indemnifications", "Assignments", "Forfeitures", "Death", "Adjustments", "Assigns", "Terminations", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "(a) Each Agent, each Other Representative and each Lender agrees to keep confidential any information ( a ) provided to it by or on behalf of Holdings or the Borrower or any of their respective Subsidiaries pursuant to or in connection with the Loan Documents or ( b )\u00a0obtained by such Lender based on a review of the books and records of Holdings or the Borrower or any of their respective Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such information ( i ) to any Agent, any Other Representative or any other Lender, ( ii ) to any Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations which agrees to comply with the provisions of this Subsection 11.16 pursuant to a written instrument (or electronically recorded agreement from any Person listed above in this clause (ii), in respect to any electronic information (whether posted or otherwise distributed on any Platform)) for the benefit of the Borrower (it being understood that each relevant Lender shall be solely responsible for obtaining such instrument (or such electronically recorded agreement)), ( iii ) to its Affiliates and the employees, officers, partners, directors, agents, attorneys, accountants and other professional advisors of it and its Affiliates, provided that such Lender shall inform each such Person of the agreement under this Subsection\u00a011.16 and take reasonable actions to cause compliance by any such Person referred to in this clause (iii) with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16 ), ( iv ) upon the request or demand of any Governmental Authority having jurisdiction over such Lender or its affiliates or to the extent required in response to any order of any court or other Governmental Authority or as shall otherwise be required pursuant to any Requirement of Law, provided that, other than with respect to any disclosure to any bank regulatory authority, such Lender shall, unless prohibited by any Requirement of Law, notify the Borrower of any disclosure pursuant to this clause (iv) as far in advance as is reasonably practicable under such circumstances, ( v ) which has been publicly disclosed other than in breach of this Agreement, ( vi ) in connection with the exercise of any remedy hereunder, under any Loan Document or under any Interest Rate Agreement, ( vii ) in connection with periodic regulatory examinations and reviews conducted by the National Association of Insurance Commissioners or any Governmental Authority having jurisdiction over such Lender or its affiliates (to the extent applicable), ( viii ) in connection with any litigation to which such Lender (or, with respect to any Interest Rate Agreement, any Affiliate of any Lender party thereto) may be a party subject to the proviso in clause (iv) above, and ( ix ) if, prior to such information having been so provided or obtained, such information was already in an Agent\u2019s or a Lender\u2019s possession on a non-confidential basis without a duty of confidentiality to the Borrower or any of its Subsidiaries being violated. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions of this Subsection 11.16 shall survive with respect to each Agent and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent or a Lender, respectively. In addition, the Administrative Agent may provide information regarding the Facilities to service providers providing administrative and ministerial services solely in connection with the syndication and administration of the Facilities on a confidential basis; provided that, except with respect to information which has been publicly disclosed other than in breach of this Agreement, the Administrative Agent shall inform each such Person of the agreement under this Subsection\u00a011.16 and take reasonable actions to cause compliance by any such Person with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16 ).", "references": ["Approvals", "Financial Statements", "Vesting", "Survival", "Fees", "Defined Terms", "Disclosures", "Expenses", "Miscellaneous", "Books", "Subsidiaries", "Taxes", "Indemnity", "Releases", "Change In Control", "Non-Disparagement", "Sales", "Erisa", "Transactions With Affiliates", "Qualifications", "Effective Dates", "Remedies", "Severability", "Cooperation", "Capitalization", "Terminations", "Publicity", "Authority", "Positions", "Waiver Of Jury Trials", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Majority Riot Stockholders (\" Initiating Stockholders \"), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect the registration under the Securities Act, including by means of a Shelf Registration Statement, for a Public Offering of all or a specified part of the Registrable Riot Stockholder Securities held by such Initiating Stockholders.\u00a0 Upon receipt of any such request, the Company will use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register by such Initiating Stockholders together with all other Registrable Securities which the Company has been requested to register pursuant to Section 6.3 by notice delivered to the Company within ten (10) business days after the Company has given the notice required by Section 6.3.1 (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities which the Company has been so requested to register.", "references": ["Further Assurances", "Insurances", "Sales", "Interpretations", "Integration", "Applicable Laws", "Expenses", "Employment", "Capitalization", "Counterparts", "Representations", "Disability", "Base Salary", "Records", "Financial Statements", "Defined Terms", "Indemnifications", "Taxes", "Notices", "Litigations", "Organizations", "Approvals", "Sanctions", "Duties", "Existence", "Specific Performance", "Benefits", "Submission To Jurisdiction", "Consents", "Authorizations", "General"], "gold": ["General"]}
+{"input": "Subject to and conditioned upon the consummation of the Transactions, the undersigned Holder, solely in connection with and only for the purpose of the proposed Transactions, hereby waives the Anti-dilution Right pursuant to Article FOURTH, Section B(b)(ii) of the Company\u2019s Amended and Restated Certificate of Incorporation. All other terms related to the Founders\u2019 Shares shall remain in full force and effect, except as modified as set forth directly above, which modification shall be effective only upon the consummation of the Transactions.", "references": ["Payments", "Assigns", "Severability", "Employment", "Effectiveness", "Brokers", "Definitions", "Anti-Corruption Laws", "Closings", "Assignments", "Adjustments", "Jurisdictions", "Base Salary", "No Conflicts", "Cooperation", "Expenses", "Sales", "Interpretations", "Notices", "Taxes", "Withholdings", "Survival", "Litigations", "Waiver Of Jury Trials", "Existence", "Erisa", "Financial Statements", "Vacations", "General", "Releases", "Waivers"], "gold": ["Waivers"]}
+{"input": "Capitalized terms used herein but not defined herein shall have the meanings as given them in the Credit Agreement, unless the context otherwise requires.", "references": ["Waiver Of Jury Trials", "Integration", "Erisa", "Subsidiaries", "Positions", "Anti-Corruption Laws", "Change In Control", "Sanctions", "Participations", "Representations", "Cooperation", "Taxes", "Submission To Jurisdiction", "Notices", "Enforceability", "Publicity", "Terms", "Vacations", "Arbitration", "Releases", "Governing Laws", "Expenses", "Approvals", "Consents", "Waivers", "Qualifications", "Interests", "Employment", "Indemnifications", "Severability", "Definitions"], "gold": ["Definitions"]}
+{"input": "Neither this Agreement nor any other Loan Document may be amended, changed, waived, discharged or terminated, nor shall any consent or approval of Lender be granted hereunder, unless such amendment, change, waiver, discharge, termination, consent or approval is in writing signed by Lender. In addition, Lender shall not waive the requirement that the Closing Date Diligence Provider Certificate be delivered on or prior to the making of the Loan.", "references": ["Terminations", "Capitalization", "Consent To Jurisdiction", "Withholdings", "Vacations", "Records", "Organizations", "Severability", "Authorizations", "Effectiveness", "Representations", "Arbitration", "Use Of Proceeds", "Enforceability", "Entire Agreements", "Consents", "Participations", "Interpretations", "Terms", "Interests", "Binding Effects", "Death", "Solvency", "Subsidiaries", "Change In Control", "Employment", "Waivers", "General", "Benefits", "Successors", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Executive and the Company agree that the time periods identified in this Article VI will be stayed, and the Company\u2019s obligation to make any payments or provide any benefits under Article V shall be subject to a right of set-off, during the period of any breach or violation by the Executive of the covenants contained herein. The parties further agree that this Article VI shall survive the termination or expiration of this Agreement for any reason. The Executive acknowledges that his agreement to each of the provisions of this Article VI is fundamental to the Company\u2019s willingness to enter into this Agreement and for it to provide for the severance and other benefits described in Article V, none of which the Company was required to do prior to the date hereof. Further, it is the express intent and desire of the parties for each provision of this Article VI to be enforced to the fullest extent permitted by law. If any part of this Article VI, or any provision hereof, is deemed illegal, void, unenforceable or overly broad (including as to time, scope and geography), the parties express desire is that such provision be reformed to the fullest extent possible to ensure its enforceability or if such reformation is deemed impossible then such provision shall be severed from this Agreement, but the remainder of this Agreement (expressly including the other provisions of this Article VI) shall remain in full force and effect.", "references": ["Authorizations", "Waiver Of Jury Trials", "Effective Dates", "Headings", "Non-Disparagement", "Employment", "Consents", "Amendments", "Base Salary", "Titles", "Participations", "Liens", "Payments", "Vacations", "Defined Terms", "No Waivers", "Construction", "Interests", "Expenses", "Tax Withholdings", "Records", "Entire Agreements", "Enforcements", "Jurisdictions", "Books", "Authority", "Closings", "Qualifications", "Financial Statements", "Solvency", "Survival"], "gold": ["Survival"]}
+{"input": "The Borrower shall make, and cause each of its Subsidiaries to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, including, but not limited to, those laws concerning income taxes, F.I.C.A., F.U.T.A. and state disability, and will execute and deliver to Lender, on demand, proof satisfactory to Lender indicating that the Borrower or a Subsidiary of the Borrower has made such payments or deposits and any appropriate certificates attesting to the payment or deposit thereof; provided that the Borrower or a Subsidiary of the Borrower need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by the Borrower or its Subsidiary, as applicable.", "references": ["Positions", "Financial Statements", "Further Assurances", "Construction", "Releases", "Sanctions", "Existence", "Payments", "Liens", "Successors", "Consents", "Assigns", "Fees", "Erisa", "Venues", "Adjustments", "Use Of Proceeds", "Withholdings", "Authorizations", "Brokers", "Terminations", "Consent To Jurisdiction", "Closings", "Expenses", "Insurances", "Jurisdictions", "Notices", "Sales", "Cooperation", "Anti-Corruption Laws", "Taxes"], "gold": ["Taxes"]}
+{"input": "All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of YUNGUHUI GROUP and the Group after the Closing Date on the basis as presently operated shall have been obtained.", "references": ["Confidentiality", "Anti-Corruption Laws", "Forfeitures", "Agreements", "Submission To Jurisdiction", "Disclosures", "Entire Agreements", "Adjustments", "Duties", "Financial Statements", "Costs", "Waiver Of Jury Trials", "Expenses", "Change In Control", "No Defaults", "Effectiveness", "Cooperation", "Subsidiaries", "Releases", "Employment", "Qualifications", "Terms", "Successors", "Capitalization", "Sales", "Construction", "Severability", "Specific Performance", "Enforceability", "No Conflicts", "Consents"], "gold": ["Consents"]}
+{"input": "This Agreement cannot be modified except in writing signed by Rawls and an authorized officer of Finisar.", "references": ["Defined Terms", "Sanctions", "Terminations", "Closings", "Approvals", "Death", "General", "Brokers", "Base Salary", "Employment", "Positions", "Organizations", "Indemnifications", "Waiver Of Jury Trials", "Successors", "Confidentiality", "Transactions With Affiliates", "Consents", "Subsidiaries", "Anti-Corruption Laws", "Solvency", "Expenses", "No Waivers", "Waivers", "Assignments", "Entire Agreements", "Tax Withholdings", "Authorizations", "Taxes", "Consent To Jurisdiction", "Modifications"], "gold": ["Modifications"]}
+{"input": "You understand and agree that, in consideration of the Severance Benefits, you shall not make any false, disparaging or derogatory statements to any person or entity, including, without limitation, any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company, regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company\u2019s business affairs or financial condition; provided, however, that nothing herein shall be construed as preventing you from making truthful disclosures to any governmental entity or in any litigation or arbitration.", "references": ["Positions", "Waivers", "Jurisdictions", "Participations", "Existence", "Intellectual Property", "Definitions", "Assignments", "Interests", "Submission To Jurisdiction", "Titles", "Expenses", "Publicity", "Construction", "Sanctions", "No Waivers", "Terminations", "Further Assurances", "Solvency", "Organizations", "Waiver Of Jury Trials", "Headings", "Use Of Proceeds", "Survival", "Releases", "Litigations", "Fees", "Modifications", "Authority", "Compliance With Laws", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "If the Participant\u2019s employment with the Company is terminated within a period of twenty-four (24)\u00a0months following a Change in Control (i)\u00a0by the Company other than for Cause or (ii)\u00a0by the Participant for Good Reason (as such terms are defined herein below or in the Plan), the Restriction Period shall lapse in its entirety and the Restricted Shares shall become fully vested and nonforfeitable.", "references": ["Cooperation", "Insurances", "Notices", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Indemnifications", "Duties", "Litigations", "Powers", "Organizations", "Venues", "Binding Effects", "Positions", "Severability", "Subsidiaries", "Sanctions", "Payments", "Sales", "Further Assurances", "Applicable Laws", "Assignments", "Expenses", "Specific Performance", "Arbitration", "Withholdings", "Releases", "Vesting", "Enforceability", "Disclosures", "Capitalization", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "No amendments to this Agreement will be valid unless written and signed by Executive and an authorized representative of the Company.", "references": ["Arbitration", "Survival", "Subsidiaries", "Tax Withholdings", "Consents", "Indemnifications", "Cooperation", "Forfeitures", "Liens", "Taxes", "Erisa", "Notices", "Adjustments", "Litigations", "Brokers", "Amendments", "Financial Statements", "Consent To Jurisdiction", "Terms", "Warranties", "Further Assurances", "Fees", "Sales", "Governing Laws", "Employment", "Existence", "Counterparts", "Base Salary", "Definitions", "Specific Performance", "Modifications"], "gold": ["Modifications"]}
+{"input": "The rights and obligations of the parties under the provisions of this Plant (including without limitation Section 6 shall survive, and remaining binding and enforceable, notwithstanding the termination of Executive\u2019s employment hereunder or otherwise, to the extent necessary to preserve the intended benefits of such provision.", "references": ["Titles", "Assigns", "Effective Dates", "General", "Submission To Jurisdiction", "No Waivers", "Sales", "Taxes", "Books", "Benefits", "Withholdings", "Expenses", "Tax Withholdings", "Applicable Laws", "Existence", "Disability", "Effectiveness", "Remedies", "Modifications", "Positions", "Authority", "Non-Disparagement", "Enforceability", "Consents", "Records", "Death", "Indemnifications", "Liens", "Litigations", "Change In Control", "Survival"], "gold": ["Survival"]}
+{"input": "This Warrant shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to its principles regarding conflicts of law.", "references": ["Forfeitures", "Adjustments", "Survival", "Expenses", "Organizations", "Integration", "Capitalization", "Successors", "Tax Withholdings", "Positions", "Vacations", "Change In Control", "Authority", "Closings", "Death", "Duties", "Intellectual Property", "Headings", "Consent To Jurisdiction", "Assigns", "Entire Agreements", "Publicity", "Transactions With Affiliates", "Books", "Jurisdictions", "Submission To Jurisdiction", "Agreements", "Costs", "Authorizations", "Interpretations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Employment Term, the Company shall pay Executive a base salary (the \u201c Base Salary \u201d) at the annual rate of the equivalent of US$1,500,000 payable in pounds sterling (\u201c GBP \u201d), converted at an exchange rate equal to the average of the daily US$:GBP spot exchange rates published by the Bank of England on each business day beginning thirty (30) days prior to the Commencement Date and ending as of the business day immediately prior to the Commencement Day. The Base Salary shall be payable in arrears, in accordance with the usual payment practices of the Company. Salary shall be inclusive of any sums receivable (and shall abate by any sums received) by the Executive as director\u2019s fees from any Group Company or otherwise arising from any office held by the Executive by virtue of his employment under this Agreement. Executive\u2019s Base Salary shall be subject to periodic review by the Board, not less frequently than annually, for possible increase and any such increased rate will thereafter be the Base Salary for all purposes of this Agreement. Under no circumstances may the Base Salary be decreased during the Employment Term.", "references": ["Fees", "Miscellaneous", "Intellectual Property", "No Defaults", "Indemnity", "Releases", "Capitalization", "Liens", "Books", "Venues", "Specific Performance", "Compliance With Laws", "Assignments", "Notices", "Consents", "Erisa", "Warranties", "Effectiveness", "Duties", "Further Assurances", "Headings", "Entire Agreements", "Insurances", "Vesting", "Survival", "No Waivers", "Construction", "Adjustments", "Terms", "Indemnifications", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "To the extent that alterations or modifications to the Building exterior, path of travel outside the Building or Building access existing as of the date of the Fourth Amendment (collectively, \u201c Triggered Improvements \u201d) are triggered by Tenant\u2019s performance of the Fourth Amendment Tenant Improvements, the cost of the Triggered Improvements shall be paid for by Landlord as part of Expenses under the Lease, and Tenant shall be required to pay its pro rata share of the cost of the Triggered Improvements on a monthly basis (on the same day that Monthly Base Rent is due) over the remaining balance of the Term.", "references": ["Confidentiality", "Releases", "Erisa", "Warranties", "Interests", "Authorizations", "Representations", "Brokers", "Construction", "Base Salary", "Liens", "Indemnifications", "Solvency", "Interpretations", "Capitalization", "Subsidiaries", "Indemnity", "No Defaults", "Duties", "Enforceability", "Authority", "Anti-Corruption Laws", "Miscellaneous", "Financial Statements", "Books", "Successors", "Binding Effects", "Payments", "Expenses", "Amendments", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Separation Agreement, but this Separation Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the matters contemplated herein to be unreasonable.", "references": ["Participations", "Indemnity", "Employment", "Remedies", "Erisa", "Disclosures", "Confidentiality", "Notices", "Interests", "Governing Laws", "Jurisdictions", "Waivers", "Warranties", "Consents", "Entire Agreements", "Benefits", "Authorizations", "No Waivers", "Cooperation", "Defined Terms", "Liens", "Litigations", "Interpretations", "Publicity", "Successors", "Titles", "Non-Disparagement", "Change In Control", "Submission To Jurisdiction", "Assignments", "Severability"], "gold": ["Severability"]}
+{"input": "Each Borrower agrees that, as between such Borrower and the Lenders, the obligations of the other Borrower under this Agreement and the Notes may be declared to be forthwith due and payable as provided in Article \u00a0VIII hereof (and shall be deemed to have become automatically due and payable in the circumstances provided in Article \u00a0VIII ) notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from being deemed to have become automatically due and payable), such obligations (whether or not due and payable by such other Borrower) shall forthwith become due and payable by such Borrower.", "references": ["Modifications", "Death", "Insurances", "Terms", "Cooperation", "Notices", "Representations", "Governing Laws", "Authorizations", "Further Assurances", "Payments", "Disclosures", "Miscellaneous", "Assigns", "Consent To Jurisdiction", "Construction", "Transactions With Affiliates", "Confidentiality", "Jurisdictions", "Taxes", "Submission To Jurisdiction", "Enforcements", "Erisa", "Base Salary", "No Defaults", "No Conflicts", "Arbitration", "Interests", "Vacations", "Forfeitures", "Remedies"], "gold": ["Remedies"]}
+{"input": "The Issuer shall comply in all material respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pledged Loans and all Facility Documents to which it is a party (including without limitation the laws, rules and regulations of each state governing the sale of timeshare contracts).", "references": ["Applicable Laws", "Effectiveness", "Change In Control", "Survival", "Costs", "Authorizations", "Headings", "Payments", "No Waivers", "Taxes", "Duties", "Authority", "Anti-Corruption Laws", "Closings", "Jurisdictions", "Integration", "Qualifications", "Withholdings", "Indemnity", "Titles", "Warranties", "Specific Performance", "Modifications", "Construction", "Counterparts", "Vacations", "Liens", "Governing Laws", "Non-Disparagement", "Enforceability", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "There is no Proceeding or Claim pending or, to the knowledge of Seller or Members, threatened against, or relating to the Business, the Acquired Assets, the Real Property, the employees of the Business or the transactions contemplated by the Transaction Documents nor is there any basis for any such Proceeding or Claim. Seller is not a party to nor is it subject to the provisions of any Order nor is there any basis for any such Order. There are no Liabilities of Seller or the Business with respect to any Claim for the breach of any express or implied product warranty or any other similar Claim with respect to any product manufactured, distributed or sold by Seller, other than standard warranty obligations to replace, repair or refund made by Seller in the ordinary course of business to purchasers of products. In the past five (5) years, Seller has not been subject to any Proceeding, Claim or Order nor has Seller settled any Claim prior to being sued or prosecuted.", "references": ["Successors", "Counterparts", "Transactions With Affiliates", "Applicable Laws", "Withholdings", "Solvency", "Titles", "Capitalization", "Disability", "Specific Performance", "Intellectual Property", "Payments", "Enforcements", "Binding Effects", "Cooperation", "Duties", "Survival", "Existence", "Adjustments", "Assignments", "No Conflicts", "Use Of Proceeds", "Headings", "Costs", "Interpretations", "Construction", "Effectiveness", "Indemnity", "Vacations", "Notices", "Litigations"], "gold": ["Litigations"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided , further , that such processing and recordation fee shall not apply to any assignment permitted pursuant to Section 10.09 .\u00a0 The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Duties", "Successors", "Binding Effects", "Participations", "Enforceability", "Consents", "Intellectual Property", "Vesting", "Adjustments", "Withholdings", "Tax Withholdings", "Closings", "Venues", "Base Salary", "Waivers", "Interests", "Employment", "Brokers", "Litigations", "Use Of Proceeds", "Insurances", "Transactions With Affiliates", "Modifications", "Headings", "Waiver Of Jury Trials", "Financial Statements", "Indemnifications", "Interpretations", "Liens", "No Defaults", "Assignments"], "gold": ["Assignments"]}
+{"input": "THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.", "references": ["Cooperation", "Successors", "Authority", "Titles", "No Defaults", "Enforceability", "Specific Performance", "Submission To Jurisdiction", "Assigns", "Solvency", "Headings", "Approvals", "Costs", "Warranties", "Records", "Expenses", "Counterparts", "Severability", "Binding Effects", "Withholdings", "Death", "Definitions", "Integration", "Survival", "Base Salary", "Consents", "Assignments", "Erisa", "Agreements", "Entire Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors\u2019 rights generally and by general equitable principles.", "references": ["Sanctions", "Construction", "Interpretations", "Confidentiality", "Effectiveness", "Closings", "Governing Laws", "Disability", "Venues", "Intellectual Property", "Books", "Litigations", "Modifications", "Vacations", "Representations", "Remedies", "Subsidiaries", "Indemnity", "Jurisdictions", "Waiver Of Jury Trials", "Taxes", "Further Assurances", "Death", "Erisa", "Titles", "Participations", "Arbitration", "No Defaults", "Entire Agreements", "Headings", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Loan Party\u2019s knowledge, threatened against or affecting Mortgage Borrower, Borrower, Guarantor, any Loan Party, any Mortgage Loan Party, any Collateral or any Individual Property, which actions, suits or proceedings, if determined against Mortgage Borrower, Borrower, Guarantor, any Loan Party, any Mortgage Loan Party, any Collateral or any Individual Property, would reasonably be expected to have a Material Adverse Effect.", "references": ["Terms", "Subsidiaries", "Authority", "Taxes", "Consent To Jurisdiction", "Sanctions", "Consents", "Financial Statements", "Waivers", "Payments", "Remedies", "Waiver Of Jury Trials", "Closings", "Books", "Integration", "Interests", "Terminations", "Counterparts", "Existence", "Withholdings", "Tax Withholdings", "Warranties", "Further Assurances", "Brokers", "Forfeitures", "Use Of Proceeds", "Indemnity", "Defined Terms", "Interpretations", "Enforceability", "Litigations"], "gold": ["Litigations"]}
+{"input": "Parent Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary to, create or acquire any additional Restricted Subsidiary or redesignate an Unrestricted Subsidiary as a Restricted Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section\u00a08.14(b) . Parent Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in the Borrower or any Restricted Subsidiary except (a)\u00a0to the Borrower or another Restricted Subsidiary or (b)\u00a0in compliance with Section\u00a09.11 . None of the Borrower or any Restricted Subsidiary will have any Foreign Subsidiaries. Parent Guarantor and the Borrower will not permit any Equity Interests of any Restricted Subsidiary to be directly owned by any Person other than the Borrower or another Restricted Subsidiary. UP Energy will not directly own any subsidiary other than the Borrower and any Unrestricted Parent Entity.", "references": ["Waiver Of Jury Trials", "Consents", "Fees", "Construction", "Remedies", "Headings", "Sanctions", "Cooperation", "General", "Transactions With Affiliates", "Miscellaneous", "Records", "Governing Laws", "Employment", "Representations", "Qualifications", "Erisa", "Expenses", "Costs", "No Waivers", "Sales", "Effectiveness", "Adjustments", "Authority", "Effective Dates", "Compliance With Laws", "Insurances", "Confidentiality", "Further Assurances", "Severability", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Debtor shall, at its own cost, faithfully preserve, defend and protect the Security Interest as a prior perfected security interest in the Collateral under the UCC and other applicable law, superior and prior to the rights of all third parties (other than those permitted pursuant to Section 3.1) and shall defend the Collateral against all setoffs, claims, counterclaims, demands and defenses. At the request of Secured Party, Debtor shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as Secured Party may deem necessary or advisable from time to time in order to attach, continue, preserve, perfect or protect the Security Interest and Secured Party\u2019s rights hereunder including obtaining waivers (in form and content acceptable to Secured Party) from landlords, warehousemen and mortgagees. Debtor hereby irrevocably appoints Secured Party, its officers, employees and agents, or any of them, as attorneys-in-fact for Debtor with full power and authority in the place and stead of Debtor and in the name of Debtor or its own name from time to time in Secured Party\u2019s discretion, to perform all acts which Secured Party deems appropriate to attach, continue, preserve or perfect and continue the Security Interest, including signing for Debtor (to the extent such signature may be required by applicable law) UCC-1 financing statements, UCC-3 amendment or other instruments and documents to accomplish the purposes of this Agreement. This power of attorney, being coupled with an interest, is irrevocable and shall not be affected by the subsequent disability or incompetence of Debtor.", "references": ["Effectiveness", "Taxes", "Sanctions", "Adjustments", "Assignments", "Enforceability", "Indemnity", "Positions", "Assigns", "Representations", "Entire Agreements", "Brokers", "Qualifications", "Existence", "Interests", "Erisa", "Use Of Proceeds", "Closings", "Tax Withholdings", "Definitions", "Binding Effects", "Interpretations", "Approvals", "Specific Performance", "Capitalization", "Construction", "Miscellaneous", "Publicity", "Employment", "No Waivers", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Upon Executive\u2019s Termination prior to the Executive Chairman Retirement Date, Termination for Cause, or termination due to death or Disability, Executive shall be deemed to resign (i)\u00a0if a member, from the Board and the board of directors of any Affiliate and any other board to which Executive has been appointed or nominated by or on behalf of the Company or an Affiliate, (ii)\u00a0from each position with the Company and any Affiliate, including as an officer of the Company or an Affiliate and (iii) as a fiduciary of any employee benefit plan of the Company and any Affiliate.", "references": ["Books", "Survival", "Assigns", "Qualifications", "Jurisdictions", "Financial Statements", "Death", "Amendments", "Construction", "Submission To Jurisdiction", "Organizations", "Change In Control", "No Waivers", "Interests", "Disclosures", "Capitalization", "Duties", "Venues", "Consent To Jurisdiction", "Withholdings", "Arbitration", "Headings", "Applicable Laws", "Effectiveness", "Successors", "Compliance With Laws", "Assignments", "No Defaults", "Further Assurances", "Cooperation", "Positions"], "gold": ["Positions"]}
+{"input": "Each Credit Party shall pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by Law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to do so would not reasonably be expected to result in material liabilities to a Credit Party ; provided , (a) no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will file or consent to the filing of any consolidated income tax return, except for any such return of a group of which a Credit Party, Parent Guarantor, a Subsidiary of Parent Guarantor or any Person that directly or indirectly owns Equity Interests in the Borrower as a result of a Permitted Equity Transaction is the common parent.", "references": ["Assignments", "Insurances", "Financial Statements", "Modifications", "Subsidiaries", "Applicable Laws", "Expenses", "Change In Control", "Adjustments", "Base Salary", "Severability", "Records", "Amendments", "Use Of Proceeds", "Interests", "Survival", "Entire Agreements", "Disability", "Sales", "Interpretations", "Effective Dates", "Warranties", "Consent To Jurisdiction", "Publicity", "Submission To Jurisdiction", "Fees", "Non-Disparagement", "Compliance With Laws", "Releases", "Effectiveness", "Taxes"], "gold": ["Taxes"]}
+{"input": "Within three business days following Executive\u2019s separation from service (within the meaning of Section\u00a0409A (as defined in Section\u00a017 of this Agreement), an amount in cash totaling $3,650,000.00 shall be payable by the Company to Executive in a lump sum, less withholdings and deductions required by law or as authorized by Executive. As of the Effective Date, the Parties anticipate and intend that Executive\u2019s separation from service for purposes of Section\u00a0409A shall occur on the Retirement Date. The Parties agree that because such payment may be subject to section 409A(a)(2)(B)(i) of the Code, in accordance with Section\u00a017 such payment shall be delayed, without regard to whether all or any portion thereof is subject to Section\u00a0409A, until the first business day of the seventh month following Executive\u2019s separation from service date (or, if earlier, Executive\u2019s date of death).\u00a0To avoid the possibility of doubt, if Executive separates from service on the Retirement Date, payment in accordance with the foregoing shall occur on September\u00a04, 2018 (or Executive\u2019s date of death, if earlier).", "references": ["Organizations", "Defined Terms", "Powers", "Costs", "Construction", "Waivers", "Expenses", "Entire Agreements", "Interests", "Transactions With Affiliates", "Non-Disparagement", "Cooperation", "Governing Laws", "Warranties", "Submission To Jurisdiction", "Confidentiality", "Successors", "Applicable Laws", "Capitalization", "Withholdings", "Disclosures", "Publicity", "Vesting", "Amendments", "Closings", "Venues", "Approvals", "Interpretations", "Litigations", "General", "Payments"], "gold": ["Payments"]}
+{"input": "If the Employee\u2019s termination is for death, or by the Bank for any reason other than Just Cause pursuant to Section\u00a09(c), or by the Employee for Good Reason pursuant to Section\u00a011(a), the Employee (or the Employee\u2019s estate in the event of the Employee\u2019s death) shall be entitled to receive the cost to the Employee of obtaining all health, life, disability and other benefits (excluding any bonus, stock option or other compensation benefits, but including all 401(k) contributions), in which the Employee would have been eligible to participate through the Termination Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment. Said sum shall be paid in one lump payment within 10 days of such termination.", "references": ["Cooperation", "Applicable Laws", "Remedies", "Use Of Proceeds", "Interests", "Notices", "Vacations", "Representations", "Indemnifications", "Change In Control", "Forfeitures", "Sanctions", "Payments", "Venues", "Approvals", "Compliance With Laws", "Assignments", "Erisa", "Closings", "Definitions", "Entire Agreements", "Construction", "General", "Severability", "No Waivers", "Amendments", "Jurisdictions", "Enforcements", "Benefits", "Titles", "Disability"], "gold": ["Disability"]}
+{"input": "This Agreement may be executed by electronic or facsimile signature and in any number of identical counterparts, any of which may contain the signatures of less than all parties, and all of which together shall constitute a single agreement.", "references": ["Severability", "Authority", "Disclosures", "No Defaults", "Defined Terms", "Cooperation", "Erisa", "Miscellaneous", "Positions", "Payments", "Effectiveness", "Employment", "Liens", "Waiver Of Jury Trials", "Withholdings", "Financial Statements", "Brokers", "Benefits", "Venues", "Records", "Disability", "Sanctions", "Existence", "Capitalization", "Representations", "Successors", "Enforcements", "Terms", "No Waivers", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the US$ Loans hereunder.", "references": ["Intellectual Property", "Defined Terms", "Counterparts", "Closings", "Brokers", "Compliance With Laws", "Erisa", "Waiver Of Jury Trials", "Specific Performance", "Change In Control", "Benefits", "Tax Withholdings", "Subsidiaries", "No Defaults", "Terminations", "Costs", "Organizations", "Adjustments", "Remedies", "Duties", "Waivers", "Vesting", "Terms", "Authority", "Records", "Effectiveness", "Financial Statements", "Qualifications", "Use Of Proceeds", "Sales", "Warranties"], "gold": ["Warranties"]}
+{"input": "Employee agrees to serve in the position(s) referred to in Section\u00a01.2 and to be available to the Company to provide such services to the Company for approximately thirty hours per week, as well as such additional duties and services appropriate to such position(s) which the parties mutually may agree upon from time to time.", "references": ["General", "Compliance With Laws", "Qualifications", "Payments", "Costs", "Withholdings", "Integration", "Insurances", "Binding Effects", "Disclosures", "Consent To Jurisdiction", "Enforceability", "No Waivers", "Defined Terms", "Miscellaneous", "Authority", "Publicity", "Employment", "Indemnifications", "Interests", "Use Of Proceeds", "Notices", "Fees", "Interpretations", "Financial Statements", "Assigns", "Jurisdictions", "Organizations", "Survival", "Agreements", "Duties"], "gold": ["Duties"]}
+{"input": "Each Initial Forbearing Holder hereby severally, and not jointly, represents and warrants to the Issuer and the Guarantors that: (i)\u00a0it is the beneficial owner and/or investment advisor or manager of discretionary accounts for the holders or beneficial owners of the aggregate principal amount of the Notes set forth opposite such Initial Forbearing Holder\u2019s name on Exhibit B hereto (the \u201c Subject Notes \u201d); (ii) it has the power and authority to enter into this Agreement and perform its obligations hereunder and to act or act on behalf of, vote, and direct the Trustee and the Collateral Trustee as to matters concerning the Subject Notes; and (iii)\u00a0it has the sole and legal right, power and authority to dispose of the Subject Notes.", "references": ["Liens", "Books", "Taxes", "Expenses", "Erisa", "Indemnity", "Financial Statements", "Successors", "Compliance With Laws", "General", "Publicity", "Transactions With Affiliates", "Capitalization", "Change In Control", "Agreements", "Binding Effects", "Assignments", "Counterparts", "Venues", "Further Assurances", "Brokers", "Forfeitures", "Effectiveness", "Adjustments", "Enforceability", "Indemnifications", "Cooperation", "Interests", "Definitions", "Enforcements", "Representations"], "gold": ["Representations"]}
+{"input": "In the event of any actual or threatened breach of the provisions of this Agreement or any separation and release agreement, the party who claims such breach or threatened breach shall give the other party written notice and, except in the case of a breach which is not susceptible to being cured, ten calendar days in which to cure. In the event of a breach of any provision of this Agreement or any separation and release agreement by Executive , (i) Executive shall reimburse Company : the full amount of any payments made under section 2(b)(i), (ii), or (iii) or section 3(b)(i) of this Agreement (as the case may be), (ii) Company shall have the right, in addition to and without waiving any other rights to monetary damages or other relief that may be available to Company at law or in equity, to immediately discontinue any remaining payments due under subparagraph 2(b)(i), (ii) or (iii) or subparagraph 3(b)(i) of this Agreement (as the case may be) including but not limited to any remaining Salary Portion of Severance payments, and (iii) the Severance Period or the CIC Severance Period (as the case may be) shall thereupon cease, provided that Executive\u2019s obligations under, if applicable, any separation and release agreement shall continue in full force and effect in accordance with their terms for the entire duration of the Severance Period or CIC Severance Period as applicable. In addition, Executive acknowledges that Company will suffer irreparable injury in the event of a breach or violation or threatened breach or violation of the provisions of this Agreement or any separation and release agreement and agrees that in the event of an actual or threatened breach or violation of such provisions, in addition to the other remedies or rights available to under this Agreement or otherwise, Company shall be awarded injunctive relief in the federal or state courts located in North Carolina to prohibit any such violation or breach or threatened violation or breach, without necessity of posting any bond or security.", "references": ["Integration", "Expenses", "Amendments", "Adjustments", "Intellectual Property", "Applicable Laws", "Sales", "Counterparts", "Capitalization", "Litigations", "Assigns", "Brokers", "Interpretations", "Death", "Publicity", "Notices", "Headings", "Effectiveness", "Sanctions", "Anti-Corruption Laws", "Subsidiaries", "Terms", "Use Of Proceeds", "Indemnifications", "Indemnity", "Existence", "Waivers", "Titles", "Vesting", "Organizations", "Remedies"], "gold": ["Remedies"]}
+{"input": "The purchase and sale of the Property shall be consummated at closing (the \u201c Closing \u201d ) on a date mutually satisfactory to Purchaser and Seller (the \u201c Closing Date \u201d ), which shall be not more than thirty (30) days after satisfaction of the conditions described in Sections 6.3.1, 6.3.2 and 6.3.3 ; provided that Purchaser shall have the right to postpone the Closing Date by up to fifteen (15) days on written request delivered no later than five (5) days prior to the scheduled Closing Date. Closing shall occur at 10:00 a.m. (Eastern), on the Closing Date at the offices of Shipman & Goodwin LLP, One Constitution Plaza, Hartford, Connecticut 06103, or at such other time and place as may be agreed to in writing by Seller and Purchaser. Alternatively, Closing may occur through an escrow closing conducted by a title insurance company reasonably acceptable to Seller and Purchaser acting as an escrow agent (the \u201c Escrow Agent \u201d ). Seller and Purchaser may jointly or severally enter into one or more closing instruction letters that set forth each party's conditions of Closing (each, an \u201c Escrow Instruction Letter \u201d ), which Escrow Instruction Letters shall not be inconsistent with the provisions of this Agreement. Upon satisfaction or completion of all Closing conditions and deliveries, Escrow Agent shall deliver the Closing documents to the appropriate parties, record the Deed and any other applicable recordable documents, and make disbursements according to the Settlement Statement (defined in Section 8.1.7 ).", "references": ["Disability", "No Waivers", "Effectiveness", "Sanctions", "Intellectual Property", "Liens", "Indemnifications", "Enforcements", "Binding Effects", "Financial Statements", "Books", "Disclosures", "Confidentiality", "Duties", "Sales", "Assignments", "Records", "Subsidiaries", "Withholdings", "Adjustments", "Consents", "General", "Organizations", "Notices", "Survival", "Interpretations", "Authorizations", "Litigations", "Entire Agreements", "Construction", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original. Electronic, photocopy and facsimile copies of signatures may be used in place and stead of original signatures with the same force and effect as originals.", "references": ["Submission To Jurisdiction", "Notices", "Authority", "Interpretations", "Financial Statements", "Adjustments", "Enforcements", "Terminations", "Modifications", "Approvals", "Anti-Corruption Laws", "Interests", "Powers", "Confidentiality", "Assignments", "Transactions With Affiliates", "Releases", "Employment", "Use Of Proceeds", "Erisa", "Agreements", "Effectiveness", "Positions", "Enforceability", "Indemnity", "Consent To Jurisdiction", "Arbitration", "Death", "Publicity", "Waivers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Licensee shall not, directly or indirectly, seek or obtain any new registration for Licensor Property (including without limitation, any colorable imitations, translations, or transliterations thereof), anywhere in the world without Licensor\u2019s prior written consent. If Licensee has obtained or obtains in the future, in any country, any right, title or interest in any Licensor Property notwithstanding the previous sentence (including any colorable imitations, translations, or transliterations thereof), Licensee will be deemed to have so acted as an agent and for the benefit of Licensor for the limited purpose of obtaining such registrations and assigning them to Licensor. Licensee shall execute, for no additional consideration, any and all documents deemed necessary by Licensor or its attorneys to be necessary to transfer such right, title or interest to Licensor.", "references": ["Authority", "Disclosures", "Terminations", "Notices", "Governing Laws", "Liens", "Expenses", "Solvency", "Compliance With Laws", "Payments", "Titles", "Existence", "Confidentiality", "Severability", "Terms", "No Defaults", "Approvals", "Organizations", "Definitions", "No Waivers", "Records", "Warranties", "Transactions With Affiliates", "Sanctions", "Base Salary", "Agreements", "Jurisdictions", "Remedies", "Qualifications", "Construction", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, the singular includes the plural, the part includes the whole, \u201cincluding\u201d is not limiting, and \u201cor\u201d has the inclusive meaning represented by the phrase \u201cand/or.\u201d The words \u201chereof,\u201d \u201chereto,\u201d \u201chereby,\u201d \u201chereunder\u201d and similar terms in this Agreement refer to this Agreement as a whole (including the Preamble, the Recitals, the Schedules\u00a0and the Exhibits) and not to any particular provision of this Agreement. References in this Agreement to \u201cArticles,\u201d \u201cSections,\u201d \u201cSubsections,\u201d \u201cExhibits,\u201d \u201cSchedules,\u201d \u201cRecitals\u201d and \u201cPreambles\u201d are to this Agreement unless otherwise specified. References in this Agreement to any agreement, other document or law \u201cas amended\u201d or \u201cas amended from time to time,\u201d or to amendments of any document or law, shall include any amendments, supplements, replacements, renewals, waivers or other modifications. References in this Agreement to any law (or any part thereof) include any rules and regulations promulgated thereunder (or with respect to such part) by the relevant Governmental Authority, as amended from time to time.", "references": ["Solvency", "Further Assurances", "Approvals", "Titles", "Organizations", "Definitions", "Representations", "Miscellaneous", "Effectiveness", "Use Of Proceeds", "Disclosures", "Adjustments", "Waivers", "Consent To Jurisdiction", "Severability", "Consents", "Forfeitures", "Notices", "Death", "Transactions With Affiliates", "Effective Dates", "Waiver Of Jury Trials", "Base Salary", "Applicable Laws", "Modifications", "Qualifications", "Benefits", "Jurisdictions", "Duties", "Survival", "Construction"], "gold": ["Construction"]}
+{"input": "Charges in addition to those determined by the applicable pricing methodology (including charges in respect of terms pursuant to \u200eSection 7.02(a)(i)(C) ) shall be agreed to in writing by ADGTJV and GE Aviation. Pricing for categories of LM Products not established as of the Signing Date shall be determined based on pricing methodologies used by GE Aviation for pricing such LM Products during the twenty-four (24) month period immediately preceding the Effective Date and in the absence of past orders on an arms\u2019 length basis.", "references": ["Intellectual Property", "Integration", "Disability", "Tax Withholdings", "Financial Statements", "Vacations", "Enforcements", "Governing Laws", "Venues", "Compliance With Laws", "Fees", "Adjustments", "No Conflicts", "Modifications", "Closings", "Interests", "Organizations", "Vesting", "Waivers", "Capitalization", "Duties", "Interpretations", "Assignments", "Defined Terms", "Anti-Corruption Laws", "Effectiveness", "No Waivers", "Consent To Jurisdiction", "Definitions", "Authority", "Payments"], "gold": ["Payments"]}
+{"input": "Except as set forth in the SEC Reports, or as set forth in Schedule 4.1(q) , none of the current officers or directors of the Company and, none of the employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner.", "references": ["Tax Withholdings", "Non-Disparagement", "Notices", "Construction", "Modifications", "Participations", "Assigns", "Interpretations", "Representations", "Interests", "Titles", "Releases", "Taxes", "Sales", "Fees", "Change In Control", "Authority", "Subsidiaries", "Waivers", "Enforceability", "Insurances", "Liens", "Solvency", "Venues", "Approvals", "Authorizations", "Withholdings", "Use Of Proceeds", "Terminations", "Base Salary", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The issuance by the Issuing Bank of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the Issuing Bank, with a copy to the Administrative Agent), and no such amendment, supplement or other modification shall be issued unless either (i)\u00a0the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii)\u00a0the Administrative Agent and the Revolving Lenders, if any, required by Section\u00a013.7 ) shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section\u00a03.5(c) .", "references": ["Authority", "Enforceability", "Approvals", "Sanctions", "Capitalization", "Death", "Venues", "Binding Effects", "Indemnifications", "Waivers", "Sales", "Titles", "Integration", "Closings", "Releases", "Powers", "Specific Performance", "Brokers", "Change In Control", "Defined Terms", "Erisa", "Employment", "Modifications", "Base Salary", "Assigns", "Applicable Laws", "General", "Warranties", "Forfeitures", "Successors", "Amendments"], "gold": ["Amendments"]}
+{"input": "Corporation shall withhold all applicable taxes from any amounts payable under this Agreement, including, but not limited to, any federal, foreign, state and local taxes; and all such amounts described in this Agreement shall be paid net of such taxes.", "references": ["Confidentiality", "Change In Control", "Benefits", "Base Salary", "Financial Statements", "Positions", "Effective Dates", "Erisa", "No Defaults", "Sanctions", "Disclosures", "Agreements", "Authorizations", "Binding Effects", "Construction", "Duties", "Indemnifications", "Records", "Survival", "Successors", "No Waivers", "Representations", "Disability", "Costs", "Submission To Jurisdiction", "Integration", "Severability", "Governing Laws", "Jurisdictions", "Amendments", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "This Agreement shall constitute a Loan Document for the purposes of the Restated Credit Agreement and the other Loan Documents.", "references": ["Payments", "Litigations", "Submission To Jurisdiction", "Brokers", "Erisa", "Disability", "Interests", "Consents", "Specific Performance", "Vacations", "Subsidiaries", "Enforcements", "Binding Effects", "Waiver Of Jury Trials", "Closings", "Fees", "Approvals", "Anti-Corruption Laws", "Amendments", "Survival", "Existence", "Arbitration", "Use Of Proceeds", "Financial Statements", "Transactions With Affiliates", "Successors", "Benefits", "Participations", "Positions", "Non-Disparagement", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Agreement and the other Loan Documents represent the agreement of the Guarantors, the Administrative Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.", "references": ["Approvals", "Use Of Proceeds", "Erisa", "Assigns", "Compliance With Laws", "Further Assurances", "Notices", "Applicable Laws", "Payments", "Records", "Agreements", "Defined Terms", "Forfeitures", "Transactions With Affiliates", "Duties", "Authorizations", "Modifications", "Waiver Of Jury Trials", "Assignments", "Death", "Costs", "Withholdings", "Enforceability", "Successors", "Indemnifications", "Sanctions", "Effective Dates", "Disclosures", "Warranties", "Non-Disparagement", "Integration"], "gold": ["Integration"]}
+{"input": "If during the period of the Participant\u2019s employment and two years thereafter, the Participant (1) becomes associated with, recruits or solicits customers or other employees of the Employer for, is employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined by the Committee) any business that is in competition with Markel or its Subsidiaries, (2) has his employment terminated by his Employer for Cause, or (3) engages in, or has engaged in, conduct which the Committee determines to be detrimental to the interests of Markel, the Committee may, in its sole discretion, (A) cancel this Award, and/or (B) require the Participant to repay by delivery of an equivalent number of shares any payment received under this Award within the previous two years. In addition, this Award shall be subject to any recoupment or clawback policy that is adopted by, or applicable to, the Company, pursuant to any requirement of law or any exchange listing requirement related to clawback or other recovery of incentive compensation.", "references": ["Notices", "Disclosures", "Confidentiality", "Amendments", "Benefits", "Sanctions", "Taxes", "Organizations", "Jurisdictions", "Fees", "Non-Disparagement", "Interests", "Remedies", "Consents", "No Defaults", "Anti-Corruption Laws", "Successors", "Effectiveness", "Indemnity", "Duties", "Enforcements", "Authorizations", "Qualifications", "Submission To Jurisdiction", "Costs", "Powers", "Litigations", "Modifications", "No Waivers", "Death", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Unless this Agreement is terminated under Section 7 (n) , the representations and warranties of the Buyer(s), the Company and C\u00dcR Media contained in Sections 2, 3 and 4, respectively, the agreements and covenants set forth in Sections 5 and 8 shall survive the Closing for a period of twelve (12) months following the date on which all of the Units Shares, and/or any securities exchanged for such Unit Shares in connection with the Merger, are converted in their entirety. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.", "references": ["Benefits", "Binding Effects", "Participations", "No Conflicts", "Organizations", "Fees", "General", "Enforceability", "Expenses", "Assigns", "Duties", "Anti-Corruption Laws", "Representations", "Forfeitures", "Warranties", "Applicable Laws", "Remedies", "Sales", "Effectiveness", "Enforcements", "Change In Control", "Modifications", "Confidentiality", "Sanctions", "Financial Statements", "Governing Laws", "Terms", "Transactions With Affiliates", "Use Of Proceeds", "Intellectual Property", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall be subject to and governed by the laws of the State of Delaware. The Parties agree to the venue and jurisdiction of the federal or state courts located in the State of Delaware for the adjudication of all disputes arising out of this Agreement.", "references": ["Benefits", "Releases", "Anti-Corruption Laws", "Sales", "Interpretations", "Duties", "Representations", "Effective Dates", "Vacations", "Notices", "Assigns", "Indemnity", "Subsidiaries", "Applicable Laws", "Insurances", "Modifications", "Waivers", "Effectiveness", "Successors", "Confidentiality", "Waiver Of Jury Trials", "Binding Effects", "Definitions", "Survival", "Integration", "Counterparts", "Further Assurances", "Employment", "Construction", "Change In Control", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.", "references": ["Terminations", "Severability", "Litigations", "Costs", "Notices", "Assigns", "Existence", "Indemnifications", "Powers", "Effectiveness", "Integration", "Vesting", "Financial Statements", "No Defaults", "Assignments", "Expenses", "Cooperation", "Enforceability", "Qualifications", "Payments", "Duties", "Compliance With Laws", "Disclosures", "Amendments", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Effective Dates", "Releases", "Intellectual Property", "Construction", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Company shall use the net proceeds from the sale of the Closing Shares in accordance with the schedule agreed to by the parties.", "references": ["Fees", "Waivers", "General", "Closings", "Litigations", "Agreements", "Releases", "Death", "Enforceability", "Indemnity", "Interpretations", "Compliance With Laws", "Publicity", "Applicable Laws", "Consents", "Books", "Records", "Miscellaneous", "Construction", "Vesting", "Indemnifications", "Erisa", "Representations", "Authority", "Assignments", "Remedies", "Severability", "Duties", "Sales", "Vacations", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "In the event any provision of or obligation under this Agreement or any other DIP Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.", "references": ["Existence", "Liens", "Warranties", "Cooperation", "Use Of Proceeds", "Waivers", "Terms", "Compliance With Laws", "Indemnifications", "Death", "Counterparts", "Litigations", "Disclosures", "Insurances", "Disability", "Authority", "Integration", "Closings", "Miscellaneous", "Capitalization", "Arbitration", "Submission To Jurisdiction", "Tax Withholdings", "Expenses", "Defined Terms", "Binding Effects", "Effective Dates", "No Waivers", "Definitions", "Amendments", "Severability"], "gold": ["Severability"]}
+{"input": "Each person whose signature is affixed hereto in a representative capacity represents and warrants that he or she is authorized and empowered to execute this Agreement on behalf of, and to bind, the person or entity on whose behalf his or her signature is affixed.", "references": ["Death", "Indemnifications", "Brokers", "Consents", "Assignments", "Records", "Employment", "Miscellaneous", "Base Salary", "Positions", "Interests", "Compliance With Laws", "Erisa", "Confidentiality", "Vesting", "Definitions", "Terms", "Jurisdictions", "Agreements", "Closings", "Liens", "Cooperation", "Organizations", "Indemnity", "Waivers", "Effective Dates", "Transactions With Affiliates", "Specific Performance", "Consent To Jurisdiction", "Severability", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "If any provision of this Supplementary Agreement is determined to be unlawful or otherwise unenforceable, the remaining provisions of this Supplementary Agreement shall nevertheless continue in full force and effect.", "references": ["Interpretations", "Vacations", "Sanctions", "Expenses", "Waivers", "Governing Laws", "Records", "Subsidiaries", "Adjustments", "Erisa", "No Conflicts", "Survival", "Terms", "Applicable Laws", "Use Of Proceeds", "Liens", "Integration", "Intellectual Property", "Arbitration", "Qualifications", "Amendments", "Titles", "Waiver Of Jury Trials", "Agreements", "Warranties", "Withholdings", "Change In Control", "Successors", "Capitalization", "Notices", "Severability"], "gold": ["Severability"]}
+{"input": "The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state\u2019s choice-of-law principles requiring the application of a jurisdiction\u2019s laws other than the State of Delaware.", "references": ["Interests", "Amendments", "Construction", "Positions", "Disability", "Fees", "Publicity", "Expenses", "Qualifications", "Agreements", "Books", "Miscellaneous", "Intellectual Property", "Indemnifications", "Successors", "Brokers", "Benefits", "Remedies", "Insurances", "Use Of Proceeds", "Representations", "Counterparts", "Forfeitures", "Survival", "Solvency", "Transactions With Affiliates", "Disclosures", "Warranties", "Approvals", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrowers will, and will cause each of its Subsidiaries to, use the proceeds of the Loans for general corporate purposes of the Group, including acquisitions permitted under this Agreement, not in contravention of any Law or of any Loan Document.", "references": ["Effectiveness", "Remedies", "Warranties", "Erisa", "Participations", "Employment", "Tax Withholdings", "Modifications", "Liens", "Authorizations", "Positions", "Disclosures", "No Waivers", "Death", "Releases", "Binding Effects", "Subsidiaries", "Successors", "Cooperation", "Headings", "Confidentiality", "Duties", "Specific Performance", "Jurisdictions", "Qualifications", "Notices", "Records", "Closings", "Terminations", "Compliance With Laws", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "To the best of FNTT\u2019s knowledge, FNTT has complied with, and is not in violation of, applicable federal, state or local statutes, laws and regulations, including federal and state securities laws, except where such non-compliance would not have a material adverse impact upon its business or properties.", "references": ["Publicity", "Binding Effects", "Confidentiality", "Insurances", "Solvency", "Effective Dates", "Employment", "Duties", "Authority", "Representations", "Erisa", "Further Assurances", "Assignments", "General", "Death", "Vesting", "Disability", "Vacations", "Titles", "Qualifications", "Positions", "Survival", "Forfeitures", "Base Salary", "Adjustments", "Closings", "Construction", "Use Of Proceeds", "Costs", "Sanctions", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement and the documents and instruments and other agreements among the parties hereto referenced herein, including the Purchase Agreement (and the documents and instruments and other agreements among the parties thereto referenced therein) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings both written and oral, among the parties with respect to the subject matter hereof, and are not intended to confer upon any other person any rights or remedies hereunder.", "references": ["Modifications", "Transactions With Affiliates", "Further Assurances", "Participations", "Definitions", "Applicable Laws", "Forfeitures", "Positions", "Successors", "Erisa", "Capitalization", "Counterparts", "No Waivers", "Tax Withholdings", "Specific Performance", "Existence", "Consents", "Authorizations", "Closings", "Brokers", "Powers", "Confidentiality", "Remedies", "Disclosures", "Warranties", "Assignments", "Liens", "Costs", "Interests", "Adjustments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company is authorized to withhold, or to cause to be withheld, from any payment or benefit under the Agreement the full amount of any applicable withholding taxes.", "references": ["Anti-Corruption Laws", "Binding Effects", "Authorizations", "Interpretations", "Enforceability", "Duties", "Consents", "Arbitration", "Remedies", "Amendments", "Modifications", "Submission To Jurisdiction", "Transactions With Affiliates", "Approvals", "Applicable Laws", "Headings", "Erisa", "Effective Dates", "Publicity", "Further Assurances", "Releases", "Books", "Expenses", "Vesting", "Jurisdictions", "Indemnifications", "Financial Statements", "Construction", "Qualifications", "Representations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Borrower agrees to pay to the Lender a commitment fee, which shall accrue at a rate of 0.35% on the average daily amount of the Available Commitment during the period from and including the Effective Date to but excluding the Commitment Termination Date. Accrued commitment fees shall be payable on the Commitment Termination Date and shall be calculated on the basis of a 360-day year for the actual number of days elapsed.", "references": ["Effectiveness", "Brokers", "Erisa", "Assigns", "Entire Agreements", "Confidentiality", "Powers", "Authorizations", "Venues", "Participations", "Applicable Laws", "No Waivers", "Intellectual Property", "Warranties", "Disclosures", "Duties", "Effective Dates", "Organizations", "Successors", "Publicity", "Existence", "Death", "Compliance With Laws", "Governing Laws", "Forfeitures", "Insurances", "Miscellaneous", "Non-Disparagement", "Notices", "Expenses", "Fees"], "gold": ["Fees"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi) ) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however , (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Credit Documents and the other applicable provisions of the Credit Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Construction", "Defined Terms", "Expenses", "Assigns", "Closings", "Vacations", "Litigations", "Records", "Survival", "Disclosures", "Costs", "Vesting", "Base Salary", "Amendments", "Disability", "Publicity", "Payments", "Consents", "Notices", "Confidentiality", "Miscellaneous", "Positions", "Existence", "General", "Non-Disparagement", "Waivers", "Brokers", "Tax Withholdings", "Forfeitures", "Interests", "Releases"], "gold": ["Releases"]}
+{"input": "All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 365 days with respect to SIBOR Loans and 360 days with respect to all other Obligations. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section \u00a03.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section \u00a03.4, 3.6, 3.7, 3.9 or 5.9 (together with reasonably detailed calculations thereof), submitted to Borrower Agent by Agent or the affected Lender shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 30 days following receipt of the certificate.", "references": ["Counterparts", "Releases", "Waiver Of Jury Trials", "Books", "Publicity", "Indemnity", "Adjustments", "Further Assurances", "Indemnifications", "Compliance With Laws", "Approvals", "Agreements", "Brokers", "Venues", "Waivers", "Survival", "Effectiveness", "Withholdings", "Tax Withholdings", "Sales", "Anti-Corruption Laws", "Representations", "Defined Terms", "Financial Statements", "No Defaults", "Transactions With Affiliates", "Enforceability", "Severability", "Notices", "Employment", "Fees"], "gold": ["Fees"]}
+{"input": "Licensee shall indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, agents, successors, and assigns (each, an \u201c Indemnified Party \u201d), from and against all Losses arising out of or in connection with any claim, suit, action, or proceeding (each, a \u201c Claim \u201d) relating to: (a)\u00a0any actual or alleged breach by Licensee of any representation, warranty, covenant, or obligation under this Agreement; or (b)\u00a0Licensee\u2019s exercise of its rights granted under this Agreement, including any product liability claim or infringement, dilution, or other violation of any intellectual property rights relating to the production, advertising, marketing, transportation, supply and distribution, sale, or other uses of Licensed Services in commerce in the Territory.", "references": ["Submission To Jurisdiction", "Books", "Positions", "Waiver Of Jury Trials", "Assigns", "Terms", "Powers", "Entire Agreements", "Amendments", "Approvals", "Venues", "Warranties", "Counterparts", "Waivers", "Erisa", "Transactions With Affiliates", "Solvency", "Arbitration", "Enforcements", "Headings", "Remedies", "Specific Performance", "Interpretations", "Existence", "Applicable Laws", "Compliance With Laws", "Titles", "Vesting", "Integration", "Vacations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant\u2019s consent.", "references": ["Withholdings", "Participations", "Definitions", "Forfeitures", "Duties", "Adjustments", "Warranties", "Brokers", "Base Salary", "Sales", "Submission To Jurisdiction", "Records", "Existence", "Costs", "Waiver Of Jury Trials", "Severability", "Compliance With Laws", "Benefits", "Assigns", "Expenses", "Closings", "No Waivers", "Disclosures", "Non-Disparagement", "Authorizations", "Headings", "Death", "Vesting", "Approvals", "Cooperation", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company has one subsidiary (as defined in Rule\u00a0405 under the Securities Act), Bellicum Pharma Limited, a private limited company organized under the laws of the United Kingdom (the \u201c Subsidiary \u201d). The Subsidiary has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business. The Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding capital stock or other equity or ownership interests of the Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned directly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any other corporation, association or entity.", "references": ["Defined Terms", "Organizations", "Consents", "Effectiveness", "Notices", "Employment", "Headings", "Confidentiality", "Records", "No Conflicts", "Agreements", "Expenses", "Death", "Applicable Laws", "Participations", "Disability", "Definitions", "Transactions With Affiliates", "Use Of Proceeds", "Interpretations", "Assignments", "Enforcements", "Capitalization", "Adjustments", "Representations", "Sales", "Closings", "Miscellaneous", "Anti-Corruption Laws", "Compliance With Laws", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.", "references": ["Intellectual Property", "Binding Effects", "Withholdings", "Positions", "Waivers", "Integration", "Subsidiaries", "Transactions With Affiliates", "Anti-Corruption Laws", "Death", "Definitions", "Compliance With Laws", "Terminations", "Headings", "Employment", "Waiver Of Jury Trials", "Counterparts", "Liens", "Duties", "Benefits", "Amendments", "Defined Terms", "Enforceability", "Warranties", "Submission To Jurisdiction", "Payments", "Solvency", "Applicable Laws", "Enforcements", "Entire Agreements", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee\u2019s Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee\u2019s behalf in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Company may require Indemnitee to provide an undertaking and affirmation substantially in the form attached hereto as Exhibit A.", "references": ["Terms", "Warranties", "Use Of Proceeds", "Intellectual Property", "Payments", "Interests", "Erisa", "Powers", "Fees", "Counterparts", "Anti-Corruption Laws", "Existence", "Base Salary", "Agreements", "No Conflicts", "Organizations", "Disclosures", "Publicity", "Miscellaneous", "Jurisdictions", "Vesting", "Litigations", "Subsidiaries", "Employment", "Closings", "Successors", "Waiver Of Jury Trials", "Enforceability", "Confidentiality", "Indemnity", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement shall be construed, administered and enforced according to the laws of the State of Maryland.", "references": ["Integration", "Applicable Laws", "Expenses", "Representations", "Litigations", "Authorizations", "Disclosures", "Insurances", "Definitions", "Organizations", "Terms", "Submission To Jurisdiction", "Positions", "Change In Control", "Fees", "Successors", "Headings", "Payments", "Non-Disparagement", "Severability", "Capitalization", "Survival", "Benefits", "Adjustments", "Indemnity", "Enforcements", "Intellectual Property", "Confidentiality", "Agreements", "Tax Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except for those brokers as to which the Company and Parent shall be solely responsible, no broker, investment banker, financial advisor or other person is entitled to any broker\u2019s, finder\u2019s, financial advisor\u2019s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.", "references": ["Amendments", "Approvals", "Binding Effects", "Effective Dates", "Modifications", "Books", "Jurisdictions", "Warranties", "Enforcements", "Indemnity", "Existence", "Arbitration", "Erisa", "Enforceability", "Definitions", "Cooperation", "Closings", "Construction", "Duties", "Consent To Jurisdiction", "Notices", "Remedies", "Taxes", "Applicable Laws", "Severability", "Capitalization", "Transactions With Affiliates", "Authority", "Representations", "Records", "Brokers"], "gold": ["Brokers"]}
+{"input": "The Company hereby waives diligence, presentment, protest and demand, notice of protest, notice of dishonor, notice of nonpayment and any and all other notices and demands in connection with the delivery, acceptance, performance, default or enforcement of this Note. \u00a0The Company further waives, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this Note.", "references": ["Existence", "Benefits", "Further Assurances", "Vacations", "Authority", "Modifications", "Powers", "Terminations", "Entire Agreements", "No Conflicts", "Capitalization", "Anti-Corruption Laws", "Use Of Proceeds", "Insurances", "Base Salary", "Erisa", "Applicable Laws", "Indemnity", "Enforcements", "Venues", "Fees", "Remedies", "Successors", "Definitions", "Litigations", "Publicity", "Notices", "Subsidiaries", "Approvals", "Terms", "Waivers"], "gold": ["Waivers"]}
+{"input": "Construction of the Tenant Improvements shall not proceed without Tenant first acquiring workers\u2019 compensation and commercial general liability insurance and property damage insurance as well as \u201cAll Risks\u201d builders\u2019 risk insurance, with minimum coverage of $2,000,000 or such other amount as may be approved by Landlord in writing and issued by an insurance company reasonably satisfactory to Landlord; provided, however, Tenant shall have the right to satisfy the \u201cAll Risks\u201d builders\u2019 risk insurance by requiring its contractor to obtain and carry such coverage in accordance with this Section\u00a08(e). Not less than thirty (30)\u00a0days before commencing the construction of the Tenant Improvements, certificates of such insurance shall be furnished to Landlord or, if requested, the original policies thereof shall be submitted for Landlord\u2019s approval. All such policies shall provide that thirty (30)\u00a0days prior notice must be given to Landlord before modification, termination or cancellation. All insurance policies maintained by Tenant pursuant to this Work Letter shall name Landlord and any lender with an interest in the Premises as additional insureds and comply with all of the applicable terms and provisions of the Lease relating to insurance. Tenant\u2019s general contractor constructing the Tenant Improvements shall be required to maintain the same insurance policies as Tenant, and such policies shall name Tenant, Landlord and any lender with an interest in the Premises as additional insureds.", "references": ["Arbitration", "Vesting", "Fees", "Employment", "Financial Statements", "Specific Performance", "Severability", "Integration", "Payments", "Taxes", "Miscellaneous", "Definitions", "Titles", "Jurisdictions", "Headings", "No Waivers", "Authority", "Forfeitures", "Base Salary", "Releases", "Terminations", "Cooperation", "Intellectual Property", "Effectiveness", "Defined Terms", "Approvals", "Entire Agreements", "Modifications", "Consents", "Withholdings", "Insurances"], "gold": ["Insurances"]}
+{"input": "Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by a commercial overnight courier that guarantees next day delivery and provides a receipt, or (c) by electronic mail transmission, and shall be served on the parties at the addresses set forth in Basic Information, Section B . Any of the Parties may change its address for the receipt of notices, demands, consents, requests and other communications by giving written notice to the other Party in the manner provided for above.\u00a0\u00a0Any notice shall be effective only upon receipt (or refusal by the intended recipient to accept delivery).", "references": ["Amendments", "Venues", "Counterparts", "Sales", "Jurisdictions", "Solvency", "Submission To Jurisdiction", "Titles", "Financial Statements", "Closings", "Severability", "Effective Dates", "Representations", "Survival", "Employment", "General", "Waiver Of Jury Trials", "Books", "Liens", "Payments", "Disclosures", "Brokers", "Waivers", "Disability", "Base Salary", "Indemnity", "Duties", "No Defaults", "Confidentiality", "Miscellaneous", "Notices"], "gold": ["Notices"]}
+{"input": "Landlord and Tenant represent and warrant that they have dealt with no broker, agent or other person in connection with this transaction except for Davis Moore Capital, who represents Tenant (the \u201c Tenant\u2019s Broker \u201d), and Foundry Commercial, who represents Landlord (the \u201c Landlord\u2019s Broker \u201d), and except for the Tenant\u2019s Broker and Landlord\u2019s Broker, no other broker, agent or other person brought about this transaction. Landlord agrees to pay a commission to the Tenant\u2019s Broker and the Landlord\u2019s Broker pursuant to a separate written agreement(s) between Landlord, Tenant\u2019s Broker, and Landlord\u2019s Broker. Landlord and Tenant hereby indemnify and hold each other harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed by any broker or finder other than the Tenant\u2019s Broker and Landlord\u2019s Broker on account of the execution of this Amendment and the transactions contemplated herein due to any action of the indemnifying party.", "references": ["Applicable Laws", "Anti-Corruption Laws", "Disclosures", "Books", "Construction", "Assignments", "Defined Terms", "Qualifications", "Existence", "Publicity", "Tax Withholdings", "Enforcements", "Binding Effects", "Integration", "Survival", "Amendments", "Effective Dates", "No Waivers", "Cooperation", "Consents", "Remedies", "Powers", "Waivers", "Duties", "Change In Control", "Governing Laws", "Submission To Jurisdiction", "No Defaults", "No Conflicts", "Forfeitures", "Brokers"], "gold": ["Brokers"]}
+{"input": "In case any provision of this Agreement shall be invalid, illegal, or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.", "references": ["Confidentiality", "Anti-Corruption Laws", "Death", "Participations", "Vesting", "Financial Statements", "Cooperation", "Fees", "Amendments", "Waivers", "General", "Withholdings", "Counterparts", "Payments", "Applicable Laws", "Insurances", "Disclosures", "Disability", "Miscellaneous", "Employment", "Taxes", "Headings", "Further Assurances", "Binding Effects", "No Conflicts", "Vacations", "Effectiveness", "Assigns", "Capitalization", "Intellectual Property", "Severability"], "gold": ["Severability"]}
+{"input": "No waiver by either party of or failure to assert any provision or condition of this Agreement or right to be exercised hereunder shall be deemed a waiver of such or similar or dissimilar provisions, conditions or rights.", "references": ["Duties", "Subsidiaries", "Confidentiality", "Indemnifications", "Records", "Death", "Anti-Corruption Laws", "Change In Control", "Enforcements", "Terms", "General", "Sales", "Transactions With Affiliates", "Expenses", "Interests", "Payments", "Waiver Of Jury Trials", "Vesting", "Powers", "Successors", "Forfeitures", "Sanctions", "Applicable Laws", "Qualifications", "Arbitration", "Closings", "Vacations", "Terminations", "Insurances", "Participations", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "If the Parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, Ms. McLean and the Company agree to amend this Agreement, or take such other actions as Ms. McLean and the Company deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to Ms. McLean under this Agreement.\u00a0\u00a0If any provision of this Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.", "references": ["Counterparts", "Enforceability", "Taxes", "Notices", "Organizations", "Successors", "Transactions With Affiliates", "Erisa", "Intellectual Property", "Terms", "Survival", "Effective Dates", "Specific Performance", "Vacations", "Confidentiality", "Compliance With Laws", "Integration", "Benefits", "Releases", "Governing Laws", "Amendments", "Indemnity", "Financial Statements", "Participations", "Capitalization", "No Defaults", "Publicity", "Positions", "Warranties", "General", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.", "references": ["Publicity", "Modifications", "Terminations", "Interpretations", "Construction", "Enforcements", "Specific Performance", "Existence", "Transactions With Affiliates", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Consents", "Effectiveness", "Consent To Jurisdiction", "Jurisdictions", "Use Of Proceeds", "Subsidiaries", "Indemnity", "Applicable Laws", "Compliance With Laws", "Expenses", "Approvals", "Vacations", "Financial Statements", "Anti-Corruption Laws", "Qualifications", "Cooperation", "Adjustments", "Participations", "Fees", "Successors"], "gold": ["Successors"]}
+{"input": "The Administrator in its discretion may change and otherwise revise the terms of Awards granted under this Section\u00a013, including, without limitation, the number of Shares and any exercise prices thereof, for Awards granted on or after the date the Administrator determines to make any such change or revision.", "references": ["Consents", "Use Of Proceeds", "Waiver Of Jury Trials", "Survival", "No Defaults", "Expenses", "Jurisdictions", "Submission To Jurisdiction", "Benefits", "Death", "Terminations", "Further Assurances", "Applicable Laws", "Interests", "Compliance With Laws", "Financial Statements", "Base Salary", "General", "Disability", "Authorizations", "Binding Effects", "Vacations", "Approvals", "Arbitration", "Entire Agreements", "Payments", "Solvency", "Liens", "Assigns", "Tax Withholdings", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The execution, delivery and performance by such Borrower of each Loan Document to which it is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of its Organizational Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (A) any Contractual Obligation to which such Borrower is a party or affecting such Borrower or the properties of such Borrower which would reasonably be expected to result in a Material Adverse Effect or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Borrower or any Subsidiary of such Borrower or its property is subject which would reasonably be expected to result in a Material Adverse Effect or (iii) violate any Law the effect of which would reasonably be expected to result in a Material Adverse Effect.", "references": ["Change In Control", "Headings", "Litigations", "No Defaults", "Interests", "Records", "Agreements", "Anti-Corruption Laws", "Notices", "Remedies", "Capitalization", "Defined Terms", "Vacations", "Enforcements", "Effectiveness", "Base Salary", "Sales", "Forfeitures", "Entire Agreements", "Arbitration", "General", "Specific Performance", "Assigns", "Waiver Of Jury Trials", "Miscellaneous", "Use Of Proceeds", "Books", "Duties", "Closings", "Solvency", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Each of the Borrower and its Restricted Subsidiaries is insured by recognized and reputable institutions (determined as of the date such insurance was obtained) with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses.", "references": ["Waiver Of Jury Trials", "Cooperation", "Subsidiaries", "Miscellaneous", "Binding Effects", "Costs", "Construction", "Adjustments", "Use Of Proceeds", "Tax Withholdings", "Titles", "Transactions With Affiliates", "Terms", "Brokers", "Powers", "Further Assurances", "Specific Performance", "Qualifications", "Governing Laws", "Fees", "Submission To Jurisdiction", "Successors", "Authority", "Effective Dates", "Notices", "Benefits", "Interests", "Venues", "Releases", "Approvals", "Insurances"], "gold": ["Insurances"]}
+{"input": "To the extent that any of the Borrowers (in this Article, a \u201c Waiving Party \u201d) is deemed for any reason to be a guarantor or surety of or for any other Borrower Party or Affiliate or to have rights or obligations in the nature of the rights or obligations of a guarantor or surety (whether by reason of execution of a guaranty, provision of security for the obligations of another, or otherwise) then this Article shall apply. This Article shall not affect the rights of the Waiving Party other than to waive or limit rights and defenses that Waiving Party would have (i)\u00a0in its capacity as a guarantor or surety or (ii)\u00a0in its capacity as one having rights or obligations in the nature of a guarantor or surety.", "references": ["Construction", "Compliance With Laws", "Erisa", "No Waivers", "Agreements", "Approvals", "Forfeitures", "Severability", "Survival", "Effectiveness", "Effective Dates", "Death", "Warranties", "Taxes", "Organizations", "Miscellaneous", "Non-Disparagement", "Defined Terms", "Authority", "No Conflicts", "Powers", "Interpretations", "Existence", "Records", "Authorizations", "Change In Control", "Headings", "Notices", "Definitions", "Sales", "Waivers"], "gold": ["Waivers"]}
+{"input": "Except as shown on Section 4.07 of the Disclosure Schedules, Hunt FS Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Hunt has good and valid title to 100% of the equity interests in Buyer. Section 4.07 of the Disclosure Schedules sets forth a complete and accurate list of the name and jurisdiction of each of the Buyer Subsidiaries. All of the issued and outstanding shares of capital stock of, or other equity interests in, each Buyer Subsidiary have been duly authorized, validly issued and are, to the extent applicable, fully paid and nonassessable and are directly owned of record by the Buyer or a Buyer Subsidiary, free and clear of all Encumbrances, except as set forth on Section 4.07 of the Disclosure Schedules. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of Buyer or any Buyer Subsidiary or obligating Hunt, Buyer, any Buyer Subsidiary or any of their respective Affiliates to issue or sell any membership interest, shares or any other interest in, Buyer or any Buyer Subsidiary.", "references": ["Amendments", "Payments", "Forfeitures", "Applicable Laws", "Non-Disparagement", "Closings", "Warranties", "Records", "Insurances", "Assigns", "General", "Taxes", "Enforcements", "Binding Effects", "Cooperation", "Financial Statements", "Duties", "Capitalization", "Representations", "Waivers", "Liens", "Submission To Jurisdiction", "Base Salary", "Qualifications", "Miscellaneous", "Effective Dates", "Adjustments", "No Waivers", "Indemnifications", "Enforceability", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Reporting of and withholding on any payment under this Section for tax purposes shall be at the discretion of the Company in conformance with applicable tax laws. If a claim is made against the Company for any additional tax or withholding in connection with or arising out of any payment pursuant to subsections (a) or (b) above, Executive shall pay any such claim within thirty (30) days of being notified by the Company and agrees to indemnify the Company and hold it harmless against such claims.", "references": ["Change In Control", "Authorizations", "Employment", "Compliance With Laws", "Waiver Of Jury Trials", "Construction", "Agreements", "Releases", "Jurisdictions", "Liens", "Specific Performance", "Erisa", "Brokers", "Intellectual Property", "Existence", "Cooperation", "Approvals", "Transactions With Affiliates", "Positions", "Solvency", "Interests", "Effective Dates", "Tax Withholdings", "Indemnifications", "Payments", "Vacations", "Consent To Jurisdiction", "Participations", "Insurances", "Governing Laws", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "No failure or delay on the part of the Purchaser, the Servicer, VCI, the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Purchaser or VCI in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by either party under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.", "references": ["Confidentiality", "Interpretations", "Applicable Laws", "Base Salary", "Assignments", "Venues", "Existence", "Positions", "Notices", "Use Of Proceeds", "Sales", "Subsidiaries", "Brokers", "Terminations", "Counterparts", "Duties", "Qualifications", "Warranties", "Effectiveness", "Insurances", "Disclosures", "Fees", "Approvals", "Benefits", "Construction", "Interests", "Releases", "Enforceability", "Intellectual Property", "Integration", "Waivers"], "gold": ["Waivers"]}
+{"input": "Subject to Section\u00a08.5 , each Party shall pay all of its fees, costs and expenses in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. For the avoidance of doubt, the Parties acknowledge and agree that Buyer shall be solely responsible for all fees, costs and expenses associated with Buyer obtaining the R&W Insurance Policy, including any premium, underwriting fees, diligence fees, commissions, and other expenses.", "references": ["Sanctions", "Interests", "Payments", "Litigations", "Assignments", "Organizations", "No Waivers", "Submission To Jurisdiction", "Authority", "Disability", "Notices", "Governing Laws", "Cooperation", "Use Of Proceeds", "Consents", "Releases", "Modifications", "Brokers", "Applicable Laws", "Enforceability", "Records", "Venues", "Participations", "Benefits", "Titles", "Consent To Jurisdiction", "Costs", "Confidentiality", "Representations", "Books", "Expenses"], "gold": ["Expenses"]}
+{"input": "The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan and any Award document shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable provisions of federal law.", "references": ["No Conflicts", "Employment", "Powers", "Waiver Of Jury Trials", "Vesting", "Erisa", "Defined Terms", "Publicity", "Payments", "Duties", "No Defaults", "Vacations", "Insurances", "Sales", "Venues", "Disability", "Expenses", "Representations", "Survival", "Entire Agreements", "Assignments", "Capitalization", "Positions", "Disclosures", "Change In Control", "Fees", "Organizations", "Enforceability", "Authorizations", "Solvency", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each party shall pay its own costs and expenses in connection with the transactions contemplated by this Agreement.", "references": ["Applicable Laws", "Vesting", "Effective Dates", "Warranties", "Anti-Corruption Laws", "Releases", "Publicity", "Indemnity", "Enforcements", "Waivers", "Waiver Of Jury Trials", "Governing Laws", "Venues", "Vacations", "Disability", "Records", "Liens", "Use Of Proceeds", "Costs", "Brokers", "Specific Performance", "Counterparts", "Powers", "Assigns", "Non-Disparagement", "Entire Agreements", "Participations", "Duties", "Employment", "Intellectual Property", "Expenses"], "gold": ["Expenses"]}
+{"input": "Except for the notice of revocation referenced in the Release, any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the General Counsel.\u00a0 Delivery by overnight courier service shall be effective on the first business day after mailing.\u00a0 Delivery by registered or certified mail shall be effective three days after mailing.\u00a0 Delivery in person shall be effective upon delivery.", "references": ["Base Salary", "Forfeitures", "Terminations", "Effective Dates", "Assigns", "General", "Warranties", "Interpretations", "Entire Agreements", "Closings", "Authority", "Costs", "Defined Terms", "Construction", "Disability", "Books", "Waiver Of Jury Trials", "Effectiveness", "Brokers", "Specific Performance", "Existence", "Sales", "Solvency", "Terms", "Waivers", "Liens", "Integration", "Expenses", "Governing Laws", "Intellectual Property", "Notices"], "gold": ["Notices"]}
+{"input": "Except as set forth on Schedule 3.13 or in the Company SEC Reports, neither the Company nor any Subsidiary is a party to any agreement with any of the Sellers or an Affiliate of the Sellers (for purposes of this Section 3.13, the Company shall not be an Affiliate of a Seller).", "references": ["Capitalization", "Notices", "Non-Disparagement", "Cooperation", "Costs", "Duties", "Survival", "Positions", "Sales", "Representations", "Further Assurances", "Qualifications", "Effectiveness", "Organizations", "Counterparts", "Use Of Proceeds", "Consent To Jurisdiction", "Erisa", "Enforcements", "Benefits", "Brokers", "Miscellaneous", "Binding Effects", "No Defaults", "Governing Laws", "Jurisdictions", "Indemnity", "Remedies", "Terminations", "Tax Withholdings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule \u00a03.23 to the Original Credit Agreement, (a)\u00a0the Borrower and each of its Subsidiaries owns, or possesses the right to use, all Intellectual Property that are used or held for use in or are otherwise reasonably necessary for the present conduct of their respective businesses, (b)\u00a0to the knowledge of the Borrower, the Borrower and its Subsidiaries are not interfering with, infringing upon, misappropriating or otherwise violating the Intellectual Property of any person, and (c)\u00a0(i)\u00a0no claim or litigation regarding any of the Intellectual Property owned by the Borrower and its Subsidiaries is pending or, to the knowledge of the Borrower, threatened and (ii)\u00a0to the knowledge of the Borrower, no claim or litigation regarding any other Intellectual Property described in the foregoing clauses (a)\u00a0and (b) is pending or threatened.", "references": ["Duties", "Terminations", "Further Assurances", "Miscellaneous", "Cooperation", "Approvals", "Submission To Jurisdiction", "Transactions With Affiliates", "Assigns", "Insurances", "Waiver Of Jury Trials", "Vacations", "Sales", "Venues", "Subsidiaries", "Disability", "Expenses", "Titles", "Powers", "Use Of Proceeds", "Compliance With Laws", "No Defaults", "Arbitration", "Notices", "Taxes", "Records", "Employment", "Financial Statements", "Brokers", "Enforcements", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Purchase Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.\u00a0 Nothing in this Purchase Agreement, express or implied, is intended to confer on any person other than the Parties or their respective heirs, successors and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Purchase Agreement.", "references": ["No Defaults", "Interests", "Approvals", "Releases", "Miscellaneous", "Tax Withholdings", "Integration", "No Waivers", "Withholdings", "Positions", "Erisa", "Representations", "Litigations", "Taxes", "Titles", "Amendments", "Definitions", "Organizations", "Transactions With Affiliates", "Terms", "Existence", "Publicity", "Use Of Proceeds", "Employment", "Death", "Remedies", "Forfeitures", "Successors", "Costs", "Insurances", "Benefits"], "gold": ["Benefits"]}
+{"input": "Unless otherwise specified in the applicable Award Agreement or policies adopted by the Compensation Committee, if a Participant to whom an Option has been granted shall become totally and permanently disabled, as that term is defined in Section\u00a022(e)(3) of the Code (or a successor provision), and the Participant\u2019s employment is terminated as a result, such option may be exercised by the Participant or permitted transferee within one year after the date of termination of employment, to the extent that the Option was exercisable at the time of termination of employment.", "references": ["Agreements", "Liens", "Amendments", "Litigations", "Solvency", "Further Assurances", "Powers", "Definitions", "Taxes", "Anti-Corruption Laws", "Base Salary", "Cooperation", "Assignments", "Integration", "Binding Effects", "Effectiveness", "Brokers", "Publicity", "Waivers", "Arbitration", "Change In Control", "Enforceability", "Consents", "Severability", "Subsidiaries", "Representations", "Organizations", "Costs", "Payments", "Headings", "Disability"], "gold": ["Disability"]}
+{"input": "Every notice relating to this Release shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to Chemical shall be delivered to Chemical\u2019s Chief Executive Officer at Chemical Financial Corporation, 2301 W. Big Beaver Rd, Troy, MI 48084. All notices by Chemical to Executive shall be delivered to Executive personally or addressed to Executive at Executive\u2019s last residence address as then contained in the records of Chemical or such other address as Executive may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by Chemical to Executive at Executive\u2019s last designated address shall be effective to bind any other person who shall acquire rights hereunder.", "references": ["Interests", "Miscellaneous", "Sales", "Qualifications", "Adjustments", "Records", "Waivers", "Withholdings", "Specific Performance", "Entire Agreements", "Positions", "Anti-Corruption Laws", "General", "Use Of Proceeds", "Representations", "Authority", "Waiver Of Jury Trials", "Indemnity", "Participations", "Indemnifications", "Vesting", "Enforcements", "Powers", "Change In Control", "Liens", "Fees", "Cooperation", "No Waivers", "Terminations", "Books", "Notices"], "gold": ["Notices"]}
+{"input": "All amounts payable hereunder shall be subject to withholdings for applicable federal, state, local or non-U.S. taxes and other required payroll deductions, including, in respect of any Equity Awards, under any Company \u201cwithhold to cover\u201d or \u201csell to cover\u201d program as then in effect.", "references": ["Confidentiality", "Insurances", "Jurisdictions", "Disability", "Brokers", "Venues", "Assignments", "Withholdings", "Binding Effects", "Death", "Authorizations", "Miscellaneous", "Disclosures", "Enforceability", "Payments", "Approvals", "Governing Laws", "Closings", "Successors", "Integration", "Compliance With Laws", "Agreements", "No Conflicts", "Duties", "Interests", "Transactions With Affiliates", "Intellectual Property", "Costs", "Taxes", "Indemnifications", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.", "references": ["Taxes", "Adjustments", "Approvals", "Expenses", "Notices", "Tax Withholdings", "Use Of Proceeds", "Fees", "Closings", "Insurances", "Indemnifications", "Participations", "Publicity", "Applicable Laws", "No Waivers", "Records", "Death", "Liens", "Disability", "Entire Agreements", "Waiver Of Jury Trials", "Books", "Arbitration", "Change In Control", "Survival", "Headings", "Titles", "Cooperation", "Miscellaneous", "Authority", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Participant agrees to refrain from making any oral or written statements to a third party about the Company, the Partnership, or any of their Affiliates that are slanderous, libelous or defamatory with the effect of damaging the business or reputation of the Company, the Partnership, or any of their Affiliates. If the Participant violates the terms of this Section 8 , the violation shall be deemed an Act of Misconduct under the Plan and the Phantom Units, DERs, and Units issuable hereunder, whether vested or unvested and whether or not previously issued, shall be subject to the clawback described in the Plan only to the extent that the violation resulted in actual demonstrable harm to the Company, the Partnership, or any of their Affiliates.", "references": ["Participations", "Representations", "Forfeitures", "Financial Statements", "Insurances", "No Conflicts", "Jurisdictions", "Approvals", "Anti-Corruption Laws", "Governing Laws", "Adjustments", "Change In Control", "Effective Dates", "Amendments", "Definitions", "Interests", "Cooperation", "Terms", "Counterparts", "Positions", "Waivers", "Authority", "No Waivers", "Consents", "Disability", "Subsidiaries", "Liens", "Arbitration", "Employment", "Indemnity", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by Seller or Buyer or Principal without the prior written consent of Principal, Seller and Buyer. Notwithstanding the immediately preceding sentence, without the prior written consent of Seller, each of Buyer and its permitted assigns may at any time, in its sole discretion, assign, in whole or in part, (a) its rights and obligations pursuant to this Agreement and the other Transaction Documents to one or more of its Affiliates; (b) its rights under this Agreement and the other Transaction Documents for collateral security purposes to any lender providing financing to Buyer, the Company, such permitted assign or any of their Affiliates and any such lender may exercise all of the rights and remedies of Buyer or such permitted assign hereunder and thereunder; and (c) its rights under this Agreement and the other Transaction Documents, in whole or in part, to any subsequent purchaser of Buyer, the Company, such permitted transferee or any of their divisions or any material portion of their assets (whether such sale is structured as a sale of stock, sale of assets, merger, recapitalization or otherwise). Notwithstanding anything contained in this Section 8.3 , no assignment permitted by this Agreement shall release Buyer from any of its obligations contained herein.", "references": ["Participations", "Qualifications", "Payments", "Vesting", "Effective Dates", "Base Salary", "Approvals", "Tax Withholdings", "Cooperation", "Insurances", "Further Assurances", "Specific Performance", "Use Of Proceeds", "Intellectual Property", "Organizations", "Fees", "Positions", "Arbitration", "Waiver Of Jury Trials", "Non-Disparagement", "No Defaults", "Assigns", "Representations", "Successors", "Governing Laws", "Miscellaneous", "Consents", "Warranties", "General", "Defined Terms", "Assignments"], "gold": ["Assignments"]}
+{"input": "EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,\u00a0IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY\u00a0BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,\u00a0IN SUCH FEDERAL COURT.\u00a0 EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY\u00a0BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.\u00a0 NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER MAY\u00a0OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Integration", "Modifications", "No Waivers", "Releases", "Representations", "Insurances", "Interpretations", "Notices", "Existence", "Transactions With Affiliates", "Confidentiality", "Arbitration", "Specific Performance", "Miscellaneous", "Compliance With Laws", "Enforcements", "Organizations", "Books", "Interests", "Authorizations", "Disclosures", "Effectiveness", "Sales", "Costs", "Waiver Of Jury Trials", "Indemnity", "Counterparts", "Construction", "Powers", "Sanctions", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Company hereby represents and warrants to Broad that any Note Shares, when issued pursuant to the terms hereof and of the Promissory Notes, shall, upon such issuance, be duly authorized, validly issued, fully paid and nonassessable, and be [**].", "references": ["Indemnity", "Terminations", "Successors", "Closings", "Expenses", "Powers", "Enforceability", "Governing Laws", "Enforcements", "Liens", "Terms", "Construction", "Anti-Corruption Laws", "Interests", "Defined Terms", "Qualifications", "Taxes", "Non-Disparagement", "Venues", "Waivers", "Interpretations", "Publicity", "Tax Withholdings", "Litigations", "Applicable Laws", "Effective Dates", "Employment", "Warranties", "Capitalization", "Titles", "Representations"], "gold": ["Representations"]}
+{"input": "The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Assets and the related Repurchase Assets is its chief executive office.", "references": ["Entire Agreements", "Assigns", "Venues", "Tax Withholdings", "Powers", "Vacations", "Disclosures", "Remedies", "Headings", "Submission To Jurisdiction", "Counterparts", "Vesting", "Authorizations", "No Waivers", "Use Of Proceeds", "Books", "Applicable Laws", "Defined Terms", "Integration", "Compliance With Laws", "Organizations", "Capitalization", "Transactions With Affiliates", "Litigations", "Costs", "Representations", "Existence", "Enforceability", "Notices", "Closings", "Records"], "gold": ["Records"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class\u00a0and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under such Class, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender\u2019s applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility Lender\u2019s applicable Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e)\u00a0of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving Facility Lender\u2019s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case Section\u00a02.11(f) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Indemnity", "No Conflicts", "Records", "Integration", "Terminations", "Base Salary", "Authority", "Transactions With Affiliates", "Anti-Corruption Laws", "Effectiveness", "Benefits", "Expenses", "Specific Performance", "Indemnifications", "Applicable Laws", "Organizations", "Erisa", "Warranties", "Construction", "Defined Terms", "Agreements", "Enforceability", "Terms", "Non-Disparagement", "Consent To Jurisdiction", "Duties", "Approvals", "Binding Effects", "Definitions", "Governing Laws", "Participations"], "gold": ["Participations"]}
+{"input": "The Loan Documents are the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, subject to bankruptcy, insolvency and similar laws affecting creditors\u2019 rights in general and to the availability of equitable remedies.", "references": ["Disclosures", "Litigations", "Existence", "Costs", "Positions", "Confidentiality", "Severability", "Publicity", "Solvency", "Approvals", "Books", "Indemnifications", "Enforcements", "Sales", "Interests", "Death", "Integration", "Survival", "Erisa", "Vesting", "Tax Withholdings", "Arbitration", "Waivers", "Intellectual Property", "Participations", "Governing Laws", "Assigns", "Fees", "General", "Defined Terms", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d shall be deemed to be followed by the phrase \u201cwithout limitation.\u201d The word \u201cwill\u201d shall be construed to have the same meaning and effect as the word \u201cshall.\u201d Unless the context requires otherwise, (i)\u00a0any reference herein to any agreement, instrument, other document, statute or regulation shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, restated, amended and restated, adjusted, waived, renewed, extended, supplemented, replaced, refinanced or otherwise modified, (ii)\u00a0any reference herein to any Person shall be construed to include such Person\u2019s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii)\u00a0the words \u201cherein,\u201d \u201chereof\u201d and \u201chereunder,\u201d and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv)\u00a0all references herein to Articles, Sections and Annexes shall be construed to refer to Articles and Sections of and Annexes to this Agreement, (v)\u00a0unless otherwise expressly qualified herein, the words \u201casset\u201d and \u201cproperty\u201d shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi)\u00a0the term \u201cor\u201d shall not be exclusive.", "references": ["Compliance With Laws", "Anti-Corruption Laws", "Litigations", "Governing Laws", "Enforceability", "No Waivers", "Terms", "Warranties", "Assigns", "Closings", "Tax Withholdings", "Brokers", "Employment", "Change In Control", "Transactions With Affiliates", "General", "Counterparts", "Consents", "Intellectual Property", "Consent To Jurisdiction", "Authorizations", "Disclosures", "Submission To Jurisdiction", "Assignments", "Records", "Amendments", "Non-Disparagement", "Indemnifications", "Authority", "Fees", "Construction"], "gold": ["Construction"]}
+{"input": "The Executive shall perform such management duties for the Company and its affiliates as may from time to time be assigned and which are consistent with his title of President. The Executive hereby promises to perform and discharge, well and faithfully, all duties of his position. If Executive is elected as a director or officer of any affiliate of the Company, the Executive shall serve in such capacity or capacities without further compensation.", "references": ["No Waivers", "Binding Effects", "Taxes", "Counterparts", "Powers", "Submission To Jurisdiction", "Authorizations", "Interpretations", "Intellectual Property", "Adjustments", "Change In Control", "Consent To Jurisdiction", "Arbitration", "Terminations", "Base Salary", "Indemnity", "Vesting", "Closings", "Effectiveness", "Definitions", "Construction", "Warranties", "Applicable Laws", "Assignments", "Defined Terms", "Cooperation", "No Defaults", "Benefits", "Survival", "Titles", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement may be executed in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement.", "references": ["Representations", "Waiver Of Jury Trials", "Headings", "Fees", "Modifications", "Powers", "Cooperation", "Benefits", "Subsidiaries", "Jurisdictions", "Applicable Laws", "Effective Dates", "Solvency", "Intellectual Property", "Employment", "Remedies", "No Conflicts", "Disclosures", "Submission To Jurisdiction", "Authority", "Books", "Participations", "Construction", "Liens", "Disability", "Confidentiality", "Vacations", "No Waivers", "Financial Statements", "Death", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "It has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of it or any of its Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , with respect to projected financial information, it represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of it or any of its Subsidiaries prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of it and its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that it and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.", "references": ["Warranties", "Waivers", "Capitalization", "Assignments", "Benefits", "Positions", "Cooperation", "Non-Disparagement", "Consents", "Authority", "Waiver Of Jury Trials", "Adjustments", "Sanctions", "Anti-Corruption Laws", "Enforcements", "Existence", "No Waivers", "Assigns", "Binding Effects", "No Conflicts", "Effective Dates", "Releases", "Entire Agreements", "Vacations", "No Defaults", "Agreements", "Sales", "Specific Performance", "Applicable Laws", "Use Of Proceeds", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "For purposes of this Amendment, all terms used herein which are not otherwise defined herein, including but not limited to those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Amended Credit Agreement.", "references": ["Amendments", "Capitalization", "Specific Performance", "Liens", "No Defaults", "Authorizations", "Terminations", "Intellectual Property", "Withholdings", "Effectiveness", "Successors", "Further Assurances", "Brokers", "Enforceability", "Costs", "Titles", "Terms", "Tax Withholdings", "Agreements", "Death", "Waiver Of Jury Trials", "Powers", "Confidentiality", "Binding Effects", "Subsidiaries", "Closings", "Disclosures", "Survival", "Disability", "Change In Control", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Amendment is subject to the general provisions set forth in the Loan Agreement, including, but not limited to, Sections 15.14, 15.15 , and 15.16 .", "references": ["Definitions", "Taxes", "Binding Effects", "Terms", "No Defaults", "Effective Dates", "Vacations", "Sales", "Assignments", "Organizations", "Disclosures", "Litigations", "Titles", "Death", "Modifications", "Applicable Laws", "Transactions With Affiliates", "Authorizations", "Tax Withholdings", "Governing Laws", "Liens", "Enforcements", "Entire Agreements", "Participations", "Defined Terms", "Powers", "Successors", "Effectiveness", "Arbitration", "Use Of Proceeds", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio without giving effect to the conflict of law principles thereof. Except as provided in Section 8, any actions or proceedings instituted under this Agreement with respect to any matters arising under or related to this Agreement shall be brought and tried only in the Court of Common Please, Franklin County, Ohio.", "references": ["Liens", "Amendments", "Agreements", "Miscellaneous", "Titles", "Remedies", "Applicable Laws", "Authorizations", "No Defaults", "Definitions", "Participations", "Compliance With Laws", "Binding Effects", "Cooperation", "Indemnifications", "Transactions With Affiliates", "Death", "Specific Performance", "General", "Waiver Of Jury Trials", "Books", "Non-Disparagement", "Base Salary", "Interests", "Enforcements", "Sanctions", "Submission To Jurisdiction", "Change In Control", "Approvals", "Construction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Employment Term, Executive will be entitled to paid vacation of not less than 20 days per calendar year, prorated for any partial calendar year of employment, in accordance with the Company\u2019s standard vacation policy (including, without limitation, its policy on the maximum accrual, carry-over and payout), with the timing and duration of specific vacations mutually and reasonably agreed to by Executive and the Company.", "references": ["Withholdings", "No Waivers", "Cooperation", "Tax Withholdings", "Brokers", "Interpretations", "Assigns", "Venues", "Intellectual Property", "Remedies", "Modifications", "Disability", "Duties", "Closings", "Further Assurances", "Entire Agreements", "Transactions With Affiliates", "Financial Statements", "Vesting", "Specific Performance", "Costs", "Fees", "Capitalization", "Terminations", "Authority", "Terms", "Successors", "Notices", "Construction", "Approvals", "Vacations"], "gold": ["Vacations"]}
+{"input": "Lenders not delivering a signature page prior to such time will be treated as \u201cNon-Consenting Lenders\u201d with respect to the Amendment . Please note that EACH LEGAL ENTITY MUST SUBMIT A SEPARATE SIGNATURE PAGE.", "references": ["Authority", "Tax Withholdings", "Remedies", "Sales", "Costs", "Qualifications", "Waivers", "Applicable Laws", "Indemnifications", "Interests", "Subsidiaries", "Survival", "Records", "Insurances", "Successors", "Indemnity", "Intellectual Property", "Headings", "Change In Control", "Enforceability", "Assignments", "Closings", "Existence", "Modifications", "Disclosures", "Fees", "Submission To Jurisdiction", "Construction", "Taxes", "Non-Disparagement", "Terms"], "gold": ["Terms"]}
+{"input": "To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section\u00a011.5 to be paid by it to any Agent Related Party (or any sub-agent thereof), each Lender severally agrees to pay to such Agent Related Party (or any such sub-agent thereof) such Lender\u2019s Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that (a)\u00a0the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against any Agent Related Party (or any such sub-agent thereof) and (b)\u00a0no Lender shall be liable for the payment of any portion of such unreimbursed expense or indemnified loss, claim, damage, liability or related expense to the extent it has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i)\u00a0such Agent\u2019s gross negligence, bad faith, willful misconduct, (ii)\u00a0a material breach of the obligations of such Agent under the Loan Documents or (iii)\u00a0any proceeding between and among Agent Related Parties that does not involve an act or omission by the Borrower or its Subsidiaries (other than claims against the Administrative Agent or a Lead Arranger in its capacity or in fulfilling its role as the agent or arranger or any other similar role under the Facilities (excluding its role as a Lender). The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.", "references": ["Representations", "Interpretations", "Applicable Laws", "Titles", "Indemnity", "Headings", "Subsidiaries", "Approvals", "Employment", "Governing Laws", "Authorizations", "Interests", "Miscellaneous", "Jurisdictions", "Enforcements", "Change In Control", "Authority", "Specific Performance", "Compliance With Laws", "Records", "Arbitration", "General", "Books", "Forfeitures", "Submission To Jurisdiction", "Withholdings", "Remedies", "Notices", "Death", "Survival", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement constitutes the entire agreement of the parties relating to the transactions contemplated hereby, and supersedes all provisions and concepts contained in all prior contracts or agreements between the Participant and Valero, including that certain Change of Control Severance Agreement (\u201c COC Agreement \u201d) between Participant and Valero. For avoidance of doubt, Participant acknowledges that in the context of a Change of Control of Valero, the terms of this Agreement shall prevail over the terms of the COC Agreement with respect to the vesting of the Performance Shares granted under this Agreement.", "references": ["Sanctions", "No Conflicts", "Approvals", "Specific Performance", "Notices", "Expenses", "Forfeitures", "Amendments", "Governing Laws", "Adjustments", "Survival", "Books", "Severability", "Base Salary", "No Defaults", "Arbitration", "Use Of Proceeds", "Modifications", "Agreements", "Waiver Of Jury Trials", "Solvency", "Closings", "Remedies", "Duties", "Entire Agreements", "Interests", "Organizations", "Consents", "Enforcements", "Financial Statements", "Integration"], "gold": ["Integration"]}
+{"input": "Each Discounted Prepayment will be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, type and Interest Periods of accepted Term Loans, conditions for terminating a Discounted Prepayment or rescinding an acceptance of prepayment, forms of other notices (including notices of offer and acceptance) by the Discounted Prepayment Offeror and Lenders and determination of Applicable Discount Price) established by the Administrative Agent acting in its reasonable discretion in consultation with the Discounted Prepayment Offeror. The making of a Discounted Prepayment will be deemed to be a representation and warranty by the Borrower that all conditions precedent to such Discounted Prepayment set forth in this Section 2.25 were satisfied in all respects.", "references": ["Construction", "Organizations", "Jurisdictions", "Successors", "Records", "Closings", "Solvency", "Waivers", "Terminations", "Cooperation", "Employment", "Books", "Fees", "Powers", "Sanctions", "Litigations", "Qualifications", "Enforceability", "Effective Dates", "Specific Performance", "Existence", "Transactions With Affiliates", "Agreements", "Terms", "Liens", "Indemnifications", "Expenses", "Enforcements", "Publicity", "Benefits", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "In the event that the Special Committee determines that the Company did not achieve the Performance Criteria for the Performance Period, then the Performance Condition is not met and the Units will be forfeited as of the last day of the Performance Period. If the Performance Condition is met, but the Stock Price Condition is not met (whether during the Performance Period or at any time before the Expiration Date), then the Units will be forfeited as of the Expiration Date.", "references": ["No Defaults", "Tax Withholdings", "Entire Agreements", "Records", "Taxes", "Payments", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Binding Effects", "Releases", "Transactions With Affiliates", "Amendments", "Indemnifications", "Non-Disparagement", "Base Salary", "Agreements", "Employment", "Closings", "Remedies", "Existence", "Insurances", "Approvals", "Severability", "Consent To Jurisdiction", "Submission To Jurisdiction", "Vesting", "Qualifications", "Cooperation", "Arbitration", "General", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Amendment, which may be executed in multiple counterparts, constitutes the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or written discussions.\u00a0 Delivery of an executed counterpart of a signature page\u00a0of this Amendment by telecopy or other electronic imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart of this Amendment.\u00a0 Each of Borrower and each Guarantor hereby ratifies, confirms and reaffirms all of the terms and conditions of the Loan Agreement, and each of the other Loan Documents to which it is a party, and further acknowledges and agrees that all of the terms and conditions of the Loan Agreement and other Loan Documents to which it is a party shall remain in full force and effect, except as expressly provided in this Amendment.\u00a0 Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.", "references": ["Interpretations", "Tax Withholdings", "Submission To Jurisdiction", "Interests", "Cooperation", "Books", "Publicity", "Participations", "Assigns", "Defined Terms", "Binding Effects", "Consent To Jurisdiction", "Duties", "Indemnity", "Vacations", "Waivers", "Survival", "General", "Use Of Proceeds", "Construction", "Existence", "Withholdings", "Confidentiality", "Amendments", "Anti-Corruption Laws", "Brokers", "Litigations", "Adjustments", "Agreements", "Benefits", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to United Insurance Holdings Corp., Attention: Jessica Strathman, 800 2nd Ave S., St. Petersburgh, FL 33701, and if to Optionee, to the last known mailing address of Optionee contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United\u00a0States mails or (d)\u00a0by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service, provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.", "references": ["Consent To Jurisdiction", "Interpretations", "Adjustments", "Fees", "Anti-Corruption Laws", "Representations", "Consents", "Construction", "Participations", "Waiver Of Jury Trials", "Base Salary", "Liens", "Vacations", "Books", "Indemnity", "Capitalization", "Organizations", "Compliance With Laws", "Sanctions", "Titles", "Tax Withholdings", "Binding Effects", "No Defaults", "Brokers", "Approvals", "Qualifications", "Applicable Laws", "Use Of Proceeds", "Enforceability", "Closings", "Notices"], "gold": ["Notices"]}
+{"input": "The Company and you acknowledge and agree that the Company\u2019s restated Articles of Incorporation contain, and you are covered after your termination by, provisions which provide for the exculpation, indemnification and the advancement and reimbursement of legal and other expenses for former officers and directors among other eligible persons.", "references": ["Headings", "Positions", "Financial Statements", "Non-Disparagement", "Tax Withholdings", "Interests", "Amendments", "Expenses", "Organizations", "Terms", "Death", "Forfeitures", "Litigations", "Confidentiality", "Terminations", "Binding Effects", "Assigns", "Counterparts", "Powers", "Modifications", "Venues", "Governing Laws", "Intellectual Property", "Existence", "Applicable Laws", "Construction", "Change In Control", "Enforceability", "Withholdings", "Jurisdictions", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Neither Borrower nor Senior Borrower is a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower, Senior Borrower, any Senior Collateral or the Collateral, or Borrower\u2019s or Senior Borrower\u2019s business, properties or assets, operations or financial condition. Neither Borrower nor Senior Borrower is in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default might have consequences that would materially and adversely affect the financial condition or operations of Borrower or Senior Borrower or its respective properties or might have consequences that would adversely affect Borrower\u2019s performance hereunder. Neither Borrower nor Senior Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or any Senior Collateral is bound.", "references": ["Consents", "Sanctions", "Closings", "Jurisdictions", "Use Of Proceeds", "Erisa", "Further Assurances", "Powers", "Warranties", "Headings", "Records", "Effectiveness", "Taxes", "Governing Laws", "Submission To Jurisdiction", "Enforcements", "Counterparts", "Tax Withholdings", "Forfeitures", "Expenses", "Defined Terms", "Authority", "Entire Agreements", "Vesting", "Authorizations", "Anti-Corruption Laws", "Binding Effects", "Subsidiaries", "Remedies", "Arbitration", "Agreements"], "gold": ["Agreements"]}
+{"input": "It is the intent that this Option qualify for Incentive Stock Option treatment pursuant to and to the extent permitted by Section\u00a0422 of the Code. All provisions hereof are intended and will be construed to have such meanings as are consistent with the Code and Treasury Regulations to allow this Option to so qualify.", "references": ["Venues", "Intellectual Property", "Headings", "Organizations", "Effectiveness", "Tax Withholdings", "Subsidiaries", "General", "Terminations", "Fees", "Liens", "Warranties", "Transactions With Affiliates", "Expenses", "Books", "Cooperation", "Modifications", "Effective Dates", "Jurisdictions", "Enforceability", "Indemnifications", "Successors", "Vacations", "Further Assurances", "Taxes", "Sanctions", "Publicity", "Waiver Of Jury Trials", "Brokers", "Sales", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "During the Employment Period, Executive\u2019s base salary shall be in an amount set by the Board (or a committee thereof), but under no circumstances will it be less than $305,000.00 per annum (the \u201c Base Salary \u201d), which salary shall be payable in regular installments in accordance with the Company\u2019s general payroll practices and shall be subject to customary withholding. The Base Salary shall be subject to annual increases by the Board (or a committee thereof), in its sole discretion, which increases shall thereafter be Executive\u2019s \u201cBase Salary\u201d for all purposes under this Agreement.", "references": ["Venues", "Payments", "Representations", "Employment", "Records", "Successors", "Terms", "Miscellaneous", "Compliance With Laws", "Brokers", "Death", "Arbitration", "Subsidiaries", "Severability", "Remedies", "Publicity", "Confidentiality", "Amendments", "Survival", "Submission To Jurisdiction", "Effectiveness", "Intellectual Property", "Benefits", "Enforceability", "Waivers", "Books", "Tax Withholdings", "Existence", "Disability", "Waiver Of Jury Trials", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Time is of the essence of this Agreement. Each of the Parties agrees that irreparable damage would occur and that the Parties would not have any adequate remedy at Applicable Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Applicable Law or in equity.", "references": ["Waiver Of Jury Trials", "Indemnity", "Waivers", "Specific Performance", "Jurisdictions", "Severability", "Erisa", "Miscellaneous", "Cooperation", "Headings", "Remedies", "Tax Withholdings", "Employment", "Releases", "Sanctions", "Assigns", "General", "Death", "Costs", "Authorizations", "Adjustments", "Notices", "Payments", "Insurances", "Powers", "Representations", "Entire Agreements", "Non-Disparagement", "Indemnifications", "Intellectual Property", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "No failure by either party to insist upon the strict performance of this Agreement on one or more occasions will constitute a waiver of any right or remedy hereunder.\u00a0\u00a0This Agreement may be amended, and any right or remedy hereunder may be waived, only in a writing signed by the party against whom the amendment or waiver is asserted.", "references": ["Integration", "Approvals", "Entire Agreements", "Costs", "Effectiveness", "Construction", "Terminations", "Tax Withholdings", "No Defaults", "Arbitration", "Anti-Corruption Laws", "Organizations", "Enforceability", "Non-Disparagement", "Representations", "Employment", "Governing Laws", "Powers", "Participations", "Binding Effects", "Subsidiaries", "Death", "No Conflicts", "General", "Authorizations", "Books", "Taxes", "Authority", "Notices", "Warranties", "Modifications"], "gold": ["Modifications"]}
+{"input": "Each Loan Party hereby acknowledges and agrees that: (a)\u00a0neither it nor any of its Subsidiaries has any claim or cause of action against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Agents and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the \" Releasors \") does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge the Agents and the Lenders, together with their respective Affiliates and Related Funds, and each of the directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the \" Released Parties \"), from any and all debts, claims, allegations, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case prior to the Fourth Amendment Effective Date, directly arising out of, connected with or related to the Financing Agreement or any other Loan Document or any act, event or transaction related or attendant thereto (other than this Amendment or the agreements of any Agent or any Lender contained therein) or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or other advances or the Collateral. Each Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby. The foregoing release does not release or discharge, or operate to waive performance by, the Agents or the Lenders of their express agreements and obligations stated in the Loan Documents on or after the Fourth Amendment Effective Date.", "references": ["Binding Effects", "Existence", "Assigns", "Liens", "Interests", "Interpretations", "Agreements", "Erisa", "Positions", "Change In Control", "Cooperation", "Books", "Indemnifications", "Capitalization", "Authority", "No Defaults", "Successors", "Confidentiality", "Assignments", "Tax Withholdings", "Disability", "Counterparts", "Governing Laws", "No Waivers", "Remedies", "Financial Statements", "Adjustments", "Forfeitures", "Duties", "Solvency", "Releases"], "gold": ["Releases"]}
+{"input": "TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER, GUARANTOR AND LENDER EACH WAIVES THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AMENDMENT, THE INTERCOMPANY LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION,\u00a0INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AMENDMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.", "references": ["Assignments", "Construction", "Approvals", "Representations", "Releases", "Financial Statements", "Intellectual Property", "Survival", "Notices", "Adjustments", "Tax Withholdings", "Enforceability", "Terms", "Entire Agreements", "Subsidiaries", "Sales", "Agreements", "Authorizations", "Specific Performance", "Powers", "Indemnifications", "Titles", "Authority", "Expenses", "No Conflicts", "Jurisdictions", "Effective Dates", "Anti-Corruption Laws", "Transactions With Affiliates", "Enforcements", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Purchaser is a limited partnership, duly organized, validly existing and in good standing under the laws of Delaware and has all requisite limited partnership power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.", "references": ["Effective Dates", "No Conflicts", "Applicable Laws", "Assigns", "Closings", "Authorizations", "Entire Agreements", "Waivers", "Definitions", "Death", "Disclosures", "General", "Financial Statements", "Fees", "Effectiveness", "Anti-Corruption Laws", "Consent To Jurisdiction", "Submission To Jurisdiction", "Approvals", "Enforceability", "Participations", "Books", "Interpretations", "No Defaults", "Terminations", "Adjustments", "Base Salary", "Titles", "Insurances", "Defined Terms", "Organizations"], "gold": ["Organizations"]}
+{"input": "The settlement of this Award is conditioned on the Participant making arrangements reasonably satisfactory to the Company for the withholding of all applicable federal, state, local or foreign taxes as may be required under applicable law. The Participant shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under this Award Agreement. The Committee, in its sole discretion, may satisfy the Participant\u2019s withholding tax obligations by reducing the number of Award Shares to which the Participant is entitled under the Award. Notwithstanding any other provision in this Award Agreement to the contrary, any payment or benefit received or to be received by the Participant in connection with a Change in Control or the termination of employment (whether payable under the terms of this Award Agreement or any other plan, arrangement or agreement with a member of the Premier Group (collectively, the \u201c Payments \u201d) that would constitute a \u201cparachute payment\u201d within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the \u201c Excise Tax \u201d), but only if, by reason of such reduction, the net after-tax benefit received by the Participant shall exceed the net after-tax benefit that would be received by the Participant if no such reduction was made. Whether and how the limitation under this Section 7 is applicable shall be determined under the Section 280G Rules set forth in Exhibit B , which shall be enforceable as if set forth in this Award Agreement.", "references": ["Compliance With Laws", "Solvency", "Amendments", "Releases", "Participations", "Successors", "Approvals", "Venues", "Applicable Laws", "Tax Withholdings", "Disclosures", "Construction", "Jurisdictions", "Forfeitures", "Subsidiaries", "Existence", "Closings", "Warranties", "Death", "Organizations", "Positions", "Vesting", "Costs", "Financial Statements", "No Waivers", "Waivers", "Governing Laws", "Remedies", "Arbitration", "Confidentiality", "Taxes"], "gold": ["Taxes"]}
+{"input": "All capitalized terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement.", "references": ["Consent To Jurisdiction", "Further Assurances", "Specific Performance", "Intellectual Property", "Interests", "Compliance With Laws", "Consents", "Duties", "Successors", "No Defaults", "Waivers", "Amendments", "Remedies", "Capitalization", "Confidentiality", "Applicable Laws", "Forfeitures", "Benefits", "Withholdings", "Erisa", "Costs", "Taxes", "Arbitration", "No Conflicts", "Publicity", "Severability", "Terms", "Authorizations", "Submission To Jurisdiction", "Jurisdictions", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Article 6 and Schedule I-A provide for the governance of matters relating to the Series A Membership Interests and, except if and to the extent otherwise provided on the applicable Series Schedule with respect to any Additional Series, the Company and, to the extent set forth herein, Additional Series through a \u201ccommittee of the whole\u201d referred to herein as the \u201c Series A Management Committee .\u201d Except as explicitly provided herein and on Schedule I with respect to matters relating to a specific Series, the management of each Series is fully vested in the Series A Management Committee. To facilitate the orderly and efficient management of the Series, the Series A Management Committee shall act (a) collectively as a \u201ccommittee of the whole\u201d pursuant to Section 6.02 and Article 2 of Schedule I-A , and (b) through the delegation of certain duties and authority to an Operator under a COM Agreement. Subject to the express provisions of this Agreement and, for the avoidance of doubt, except as provided on the applicable Series Schedule, each Member agrees that it will not exercise its authority under the Act to bind or commit the Company or any Series to agreements, transactions or other arrangements, or to hold itself out as an agent of the Company or any Series. This Agreement, including this Article 6 , is subject in all respects to the provisions of the Side Letters and any rights set forth on Schedule I that have been approved and adopted in accordance with this Agreement.", "references": ["Agreements", "Counterparts", "Terminations", "Subsidiaries", "Approvals", "Withholdings", "Assignments", "Amendments", "Taxes", "Sanctions", "Sales", "Use Of Proceeds", "Insurances", "Headings", "Arbitration", "Titles", "Terms", "Expenses", "Interests", "Anti-Corruption Laws", "Financial Statements", "Venues", "Organizations", "Governing Laws", "Notices", "Applicable Laws", "Indemnifications", "Litigations", "Employment", "Forfeitures", "General"], "gold": ["General"]}
+{"input": "Notices and all other communications provided for in the Plan shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested and postage prepaid. In the case of a Participant, mailed notices will be sent to his or her home address most recently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its Vice President, Human Resources.", "references": ["Fees", "Specific Performance", "Effectiveness", "Venues", "Governing Laws", "Releases", "Terminations", "Terms", "Notices", "Taxes", "Construction", "Benefits", "Enforcements", "Liens", "Amendments", "Waivers", "Closings", "Positions", "Confidentiality", "Adjustments", "Arbitration", "Records", "Consents", "Remedies", "Change In Control", "No Waivers", "Withholdings", "Erisa", "Cooperation", "Participations", "General"], "gold": ["General"]}
+{"input": "This Award Agreement shall be binding upon the Company and the Grantee and their respective heirs, executors, administrators and successors.", "references": ["Sales", "Severability", "Interests", "Approvals", "Brokers", "Records", "Consent To Jurisdiction", "Survival", "Adjustments", "Amendments", "Submission To Jurisdiction", "Confidentiality", "Base Salary", "Indemnifications", "Publicity", "Non-Disparagement", "Indemnity", "No Conflicts", "Closings", "Jurisdictions", "Waivers", "Insurances", "Participations", "Warranties", "Enforceability", "Construction", "Releases", "Costs", "Interpretations", "Intellectual Property", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Each Party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth of Kentucky, for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any Party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any Party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each Party hereto hereby consents to service of process in any such proceeding in any manner permitted by Kentucky law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9 hereof is reasonably calculated to give actual notice.", "references": ["Disability", "Payments", "Specific Performance", "Subsidiaries", "Binding Effects", "Modifications", "Qualifications", "Sanctions", "Assignments", "Expenses", "Positions", "Transactions With Affiliates", "Erisa", "Severability", "Forfeitures", "Employment", "Enforceability", "Non-Disparagement", "Books", "Fees", "Further Assurances", "Solvency", "Use Of Proceeds", "Interpretations", "Remedies", "Arbitration", "General", "Representations", "Adjustments", "Vacations", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section\u00a011 shall be void, ab initio .", "references": ["Taxes", "Forfeitures", "Vesting", "Fees", "Notices", "Employment", "Insurances", "Approvals", "Solvency", "Litigations", "Construction", "Consents", "Use Of Proceeds", "Terminations", "Sanctions", "Financial Statements", "Further Assurances", "Definitions", "Adjustments", "Arbitration", "Authority", "Erisa", "Defined Terms", "Capitalization", "Submission To Jurisdiction", "No Defaults", "Consent To Jurisdiction", "Effectiveness", "Binding Effects", "Powers", "Amendments"], "gold": ["Amendments"]}
+{"input": "As of the Effective Date, the Borrower has no Subsidiaries other than those listed on Schedule 4.11. Each Subsidiary of the Borrower (including any such Subsidiary formed or acquired subsequent to the Effective Date) has complied with the requirements of Section \u00a05.6 .", "references": ["No Conflicts", "Specific Performance", "Vesting", "Integration", "Indemnity", "Intellectual Property", "Representations", "Benefits", "Disclosures", "Authorizations", "Headings", "General", "Indemnifications", "Arbitration", "Litigations", "Base Salary", "Powers", "Brokers", "Sanctions", "Books", "Remedies", "No Waivers", "Expenses", "Titles", "No Defaults", "Sales", "Change In Control", "Positions", "Applicable Laws", "Enforcements", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Buyer shall have performed or complied with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing Date.", "references": ["Confidentiality", "Venues", "Approvals", "Terms", "Death", "Tax Withholdings", "Assigns", "Waiver Of Jury Trials", "Governing Laws", "Change In Control", "Forfeitures", "Taxes", "No Waivers", "Indemnifications", "Specific Performance", "Organizations", "Terminations", "Jurisdictions", "Integration", "Titles", "Authority", "Vacations", "Capitalization", "Compliance With Laws", "Participations", "Positions", "Intellectual Property", "Effective Dates", "Construction", "Sales", "Agreements"], "gold": ["Agreements"]}
+{"input": "Notices and communications hereunder must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Torchmark Corporation, 3700 South Stonebridge Drive, McKinney, Texas 75070, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.", "references": ["Interpretations", "Miscellaneous", "Approvals", "Warranties", "Benefits", "Integration", "Further Assurances", "Powers", "Financial Statements", "Terminations", "Organizations", "Cooperation", "Brokers", "Assignments", "Enforcements", "Compliance With Laws", "Insurances", "Existence", "Enforceability", "Effectiveness", "Sales", "Indemnity", "Adjustments", "Terms", "Erisa", "Use Of Proceeds", "Forfeitures", "Assigns", "Positions", "Waivers", "Notices"], "gold": ["Notices"]}
+{"input": "Borrower has disclosed to Administrative Agent and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that , with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. The information included in the Beneficial Ownership Certification most recently provided to each Lender, if applicable, is true and correct in all respects.", "references": ["Employment", "Titles", "Powers", "Capitalization", "Organizations", "Death", "Forfeitures", "Litigations", "Non-Disparagement", "Amendments", "Defined Terms", "Construction", "Vesting", "Successors", "Enforceability", "No Waivers", "Vacations", "Agreements", "Closings", "Disability", "Withholdings", "Benefits", "Warranties", "Effective Dates", "Tax Withholdings", "Enforcements", "Fees", "Financial Statements", "Notices", "Interests", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except as set forth on Schedule 3(p), and other than the grant or exercise of stock options or any other equity securities offered pursuant to duly adopted stock or incentive compensation plans as disclosed on Schedule 3(c), as of the date hereof, none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors and reimbursement for expenses incurred on behalf of the Company), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a material interest or is an officer, director, trustee or general partner.", "references": ["Enforceability", "Waiver Of Jury Trials", "Sanctions", "Confidentiality", "Titles", "Definitions", "Remedies", "Indemnifications", "Approvals", "Assigns", "Interpretations", "Base Salary", "Waivers", "Organizations", "Liens", "Integration", "No Defaults", "General", "Governing Laws", "Enforcements", "Adjustments", "Severability", "Payments", "Terminations", "Anti-Corruption Laws", "Litigations", "Amendments", "Representations", "Consents", "Closings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Joint Lead Arrangers shall have received (A)\u00a0the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the three fiscal years most recently ended for which financial statements are available and the related audited statements of income and retained earnings and cash flows for such Fiscal Years and (B)\u00a0unaudited Consolidated balance sheet of the Borrower and its Subsidiaries for each quarterly period ended after June 30, 2017 for which financial statements are publicly available and related unaudited interim statements of income and retained earnings.", "references": ["No Waivers", "Indemnity", "Sales", "Anti-Corruption Laws", "Transactions With Affiliates", "Agreements", "Tax Withholdings", "Qualifications", "Benefits", "Titles", "Further Assurances", "Cooperation", "Venues", "Jurisdictions", "Insurances", "Employment", "Positions", "Books", "Defined Terms", "Subsidiaries", "Effective Dates", "Terminations", "Solvency", "Enforcements", "Existence", "Death", "Definitions", "Interpretations", "Records", "No Conflicts", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Immediately after the consummation of the U.S. Healthworks Transactions to occur on the Closing Date, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent, in each case after giving effect to any rights of indemnification, contribution or subrogation arising among the Subsidiary Loan Parties pursuant to the Collateral Agreement or by law.", "references": ["Consents", "No Conflicts", "Indemnity", "Assigns", "Interests", "Severability", "Change In Control", "Amendments", "Liens", "Waivers", "Notices", "Litigations", "Intellectual Property", "Agreements", "Use Of Proceeds", "Jurisdictions", "Vacations", "Records", "Defined Terms", "Withholdings", "Sanctions", "Organizations", "No Waivers", "Duties", "Taxes", "Successors", "Authority", "Sales", "Applicable Laws", "No Defaults", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Company and each of its Subsidiaries conduct their businesses in compliance with all applicable laws and applicable stock exchange requirements, except for any noncompliance that would not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect.", "references": ["Books", "Titles", "Specific Performance", "Entire Agreements", "Publicity", "Indemnity", "Effectiveness", "Change In Control", "No Conflicts", "Applicable Laws", "Amendments", "Enforceability", "Brokers", "Modifications", "Binding Effects", "Assignments", "Waiver Of Jury Trials", "Death", "Headings", "Definitions", "Miscellaneous", "Warranties", "Releases", "Vacations", "Duties", "Non-Disparagement", "Anti-Corruption Laws", "Employment", "Further Assurances", "No Waivers", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Comply with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Loan Party\u2019s business, in each case the non-compliance with which would reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).", "references": ["Brokers", "Transactions With Affiliates", "Arbitration", "Terminations", "Existence", "Effective Dates", "Change In Control", "Use Of Proceeds", "Disclosures", "Effectiveness", "Binding Effects", "Vacations", "Insurances", "Disability", "Successors", "Adjustments", "Liens", "Organizations", "Positions", "Headings", "Interests", "Submission To Jurisdiction", "Forfeitures", "Non-Disparagement", "Books", "Definitions", "Waiver Of Jury Trials", "Construction", "Terms", "Employment", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE PARTIES HERETO ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE OTHER PARTY. THE PARTIES HERETO ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE COMPANY AND EXECUTIVE FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH THEIR RESPECTIVE LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES THEIR RESPECTIVE JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.", "references": ["Existence", "Organizations", "Indemnifications", "Use Of Proceeds", "Consents", "Anti-Corruption Laws", "Survival", "Warranties", "Approvals", "Assignments", "Compliance With Laws", "Intellectual Property", "Taxes", "Publicity", "Qualifications", "Specific Performance", "Arbitration", "Miscellaneous", "Modifications", "Defined Terms", "Brokers", "Further Assurances", "Binding Effects", "Construction", "Payments", "Expenses", "Base Salary", "Authority", "Vesting", "Indemnity", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement, and all obligations of the Company and Executive hereunder, will terminate upon the termination of Executive\u2019s employment, with the following exceptions: (a) Executive\u2019s continuing obligations under Section 4 (Restrictive Covenants) and the Restrictive Covenant Agreement; (b) any amounts payable and benefits to be provided by the Company as set forth in Section 6; (c) Executive\u2019s rights to indemnification under Section 7 (Insurance and Indemnification); and (d) the relevant provisions of Section 8 (Notices), this Section 9 (Rights and Obligations Upon Termination), Section 10 (Governing Law and Dispute Resolution), Section 11 (Withholding, Taxes, and Section 409A), Section 12 (Non-Competition and Non-Solicitation), and Section 13 (Miscellaneous Provisions).", "references": ["Vacations", "No Waivers", "Employment", "Binding Effects", "Insurances", "Capitalization", "Financial Statements", "Compliance With Laws", "Effective Dates", "Interests", "Existence", "Arbitration", "Liens", "Publicity", "Non-Disparagement", "Death", "Waiver Of Jury Trials", "Agreements", "Disclosures", "Solvency", "Representations", "Benefits", "Severability", "General", "Confidentiality", "Integration", "Records", "Jurisdictions", "Positions", "Miscellaneous", "Survival"], "gold": ["Survival"]}
+{"input": "The Investor is a corporation, limited liability company, limited partnership or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.", "references": ["Waiver Of Jury Trials", "Interpretations", "Disclosures", "Representations", "Forfeitures", "Subsidiaries", "Vacations", "Compliance With Laws", "Payments", "Counterparts", "Binding Effects", "Assignments", "Modifications", "Employment", "Warranties", "Remedies", "Severability", "Tax Withholdings", "Records", "Indemnifications", "Capitalization", "Releases", "Closings", "Submission To Jurisdiction", "Enforcements", "Participations", "Defined Terms", "Brokers", "Definitions", "Consent To Jurisdiction", "Organizations"], "gold": ["Organizations"]}
+{"input": "Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Borrower, adequate. No Tax Lien (other than an Excepted Lien of the type in (a) of the definition thereof) has been filed and, to the knowledge of the Borrower, no claim is being asserted with respect to any such Tax or other such governmental charge.", "references": ["Enforcements", "Terminations", "Qualifications", "Effectiveness", "Interpretations", "Effective Dates", "Costs", "Severability", "Confidentiality", "Sales", "Approvals", "Anti-Corruption Laws", "Brokers", "Erisa", "Death", "Positions", "Insurances", "Transactions With Affiliates", "Cooperation", "Intellectual Property", "Binding Effects", "Fees", "Withholdings", "Titles", "Payments", "Benefits", "Records", "Assignments", "Participations", "Base Salary", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except as set forth in Section \u00a03.15 of the Disclosure Schedule , there is no Litigation (a)\u00a0that has been served upon Seller or an Affiliate of Seller or, to Seller\u2019s Knowledge, that is otherwise pending or threatened, against Seller or any of its Affiliates or any of the Acquired Assets or (b)\u00a0that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the Related Agreements. Seller is not subject to any Decree.", "references": ["Use Of Proceeds", "Terms", "No Defaults", "Interpretations", "Defined Terms", "Solvency", "Insurances", "Notices", "Definitions", "Base Salary", "Payments", "Death", "Existence", "Survival", "Sales", "Integration", "Applicable Laws", "Warranties", "Waiver Of Jury Trials", "Indemnity", "Records", "Specific Performance", "Governing Laws", "No Conflicts", "Assignments", "Costs", "Capitalization", "Financial Statements", "Liens", "Expenses", "Litigations"], "gold": ["Litigations"]}
+{"input": "I NATION BY OFFICER WITHOUT GOOD R E ASON . Officer may terminate his employment under this Agreement at any time other than for Good Reason (as defined in Section 18 herein) upon the provision of sixty (60) days prior written notice to the Company. In such event, the Company shall pay Officer the Accrued Rights, and officer shall not be entitled to any other benefits under this Agreement following the date of termination of this employment with the Company. In the event Officer gives notice of his intent to terminate his employment other than for Good Reason, the Company may elect to waive the period of notice or any portion thereof and accept Officer's resignation prior to the end of the notice period.", "references": ["Transactions With Affiliates", "Sales", "Intellectual Property", "Death", "Arbitration", "Remedies", "Litigations", "No Waivers", "Anti-Corruption Laws", "Non-Disparagement", "Costs", "Defined Terms", "Titles", "Erisa", "Headings", "Expenses", "Withholdings", "Entire Agreements", "Survival", "No Defaults", "Governing Laws", "Tax Withholdings", "Benefits", "Disclosures", "Waiver Of Jury Trials", "Warranties", "Indemnity", "Adjustments", "Duties", "Assigns", "Terms"], "gold": ["Terms"]}
+{"input": "The Loan Documents contain the entire agreement concerning the subject matter of the Loan Documents and supersede all prior and contemporaneous negotiations, agreements, statements, understandings, terms, conditions, representations and warranties, whether oral or written, by and among the Lender, Borrower and Third Party Pledgors concerning the Loan which is the subject matter of the Loan Documents.", "references": ["Binding Effects", "Further Assurances", "Definitions", "Interests", "Assignments", "Applicable Laws", "Non-Disparagement", "Specific Performance", "Jurisdictions", "Titles", "Submission To Jurisdiction", "Governing Laws", "Effective Dates", "Waivers", "Sanctions", "Successors", "Miscellaneous", "Vacations", "Interpretations", "Approvals", "Enforcements", "Severability", "Expenses", "Fees", "Disclosures", "Counterparts", "Assigns", "Defined Terms", "Transactions With Affiliates", "Use Of Proceeds", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Executive agrees that Executive will not, and will not encourage or induce others to, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning any of the Company, its subsidiaries, affiliates or shareholders or any of their respective past, present or future directors, officers, employees, agents, shareholders or members or any of their respective successors and assigns (collectively, the \u201cCompany Entities and Persons\u201d). Company agrees that it will not, and will not encourage or induce others to make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning Executive. The Company may, at its option, issue an internal and an external announcement regarding Executive\u2019s termination stating that Executive has separated from employment with the Company to focus on activities at our affiliated Company. If the Company receives any external inquiry regarding Executive\u2019s employment history at the Company, the Company will respond to the inquiry by providing Executive\u2019s dates of employment, Executive\u2019s job title and that Executive separated to focus on activities at an our affiliated Company. Nothing in this Transition Agreement is intended to or shall prevent any person from providing, or limiting testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. Executive agrees that Executive will notify the Company in writing as promptly as practicable after receiving any request for testimony or information in response to a subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law, regarding the anticipated testimony or information to be provided and at least ten (10) days prior to providing such testimony or information (or, if such notice is not possible under the circumstances, with as much prior notice as is possible).", "references": ["Approvals", "Payments", "Interests", "Tax Withholdings", "Anti-Corruption Laws", "No Defaults", "Duties", "Adjustments", "Submission To Jurisdiction", "Cooperation", "Binding Effects", "Modifications", "Participations", "Remedies", "Consents", "Amendments", "Enforceability", "Positions", "Waiver Of Jury Trials", "Closings", "Brokers", "Effectiveness", "Solvency", "Applicable Laws", "Assignments", "Erisa", "Books", "Enforcements", "Titles", "Notices", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Term of this Lease shall commence on the Commencement Date and shall end on the Expiration Date, unless sooner terminated in accordance with this Lease. If Landlord is delayed in delivering possession of all or any portion of the Premises to Tenant as of the Commencement Date, Tenant will take possession on the date Landlord delivers possession, which date will then become the Commencement Date (and the Expiration Date will be extended so that the length of the Term remains unaffected by such delay).\u00a0\u00a0\u00a0\u00a0Landlord shall not be liable for any loss or damage to Tenant resulting from any delay in delivering possession due to the holdover of any existing tenant or other circumstances outside of Landlord\u2019s reasonable control.", "references": ["Definitions", "Solvency", "Waivers", "Qualifications", "Compliance With Laws", "Warranties", "Arbitration", "Non-Disparagement", "Further Assurances", "Participations", "Liens", "Confidentiality", "Tax Withholdings", "Forfeitures", "Closings", "Jurisdictions", "Entire Agreements", "Expenses", "Organizations", "Binding Effects", "Authorizations", "Disability", "Authority", "Indemnifications", "Change In Control", "Defined Terms", "Specific Performance", "Adjustments", "Intellectual Property", "Capitalization", "Terms"], "gold": ["Terms"]}
+{"input": "The Buyer has full authority or capacity to execute and to perform this Agreement in accordance with its terms; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in a breach, violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions or of the Articles of Organization, Operating Agreement, any statute, indenture, mortgage, deed of trust, loan agreement or other material agreement, instrument or restriction to which the Buyer is a party or by which the Buyer or its assets may be materially bound or affected, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Buyer; and no further authorization or approval, whether of governmental bodies or otherwise, is necessary in order to enable the Buyer to enter into and perform the same; and this Agreement constitutes a valid and binding obligation enforceable against the Buyer in accordance with its terms.", "references": ["Headings", "Notices", "Binding Effects", "Enforcements", "Fees", "Powers", "Intellectual Property", "Indemnity", "Vesting", "Tax Withholdings", "Change In Control", "Applicable Laws", "Assignments", "General", "Arbitration", "Existence", "Erisa", "Definitions", "Participations", "Agreements", "No Defaults", "Submission To Jurisdiction", "Subsidiaries", "Waivers", "Brokers", "Solvency", "Indemnifications", "Warranties", "Transactions With Affiliates", "No Conflicts", "Authority"], "gold": ["Authority"]}
+{"input": "The Company shall be entitled to receive either a cash payment by or on behalf of the Participant or a sufficient amount of the proceeds from the sale of Company Stock to be acquired pursuant to this Award Agreement by the Participant\u2019s delivery to the Company of an assignment of such proceeds and an authorization to the broker or selling agent to pay that amount to the Company and to effect such sale at the time of exercise or other delivery of shares of Company Stock for any sums required by federal, state or local tax law to be withheld or to satisfy any applicable payroll deductions with respect to the vesting of, lapse of restrictions on, or payment of any Stock Award.", "references": ["Solvency", "Approvals", "No Defaults", "Modifications", "Benefits", "Compliance With Laws", "Enforceability", "Severability", "Transactions With Affiliates", "Arbitration", "Titles", "Existence", "Organizations", "General", "Withholdings", "Effective Dates", "Miscellaneous", "Taxes", "No Waivers", "Costs", "Anti-Corruption Laws", "Insurances", "Effectiveness", "Applicable Laws", "Representations", "Venues", "Warranties", "Cooperation", "Terminations", "Use Of Proceeds", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the distributees, legatees and personal representatives of the Participant and the successors of the Company.", "references": ["Releases", "Subsidiaries", "Successors", "Qualifications", "Effective Dates", "Enforcements", "No Defaults", "No Conflicts", "Insurances", "Use Of Proceeds", "Fees", "General", "Forfeitures", "Amendments", "Benefits", "Positions", "Litigations", "Venues", "Governing Laws", "Defined Terms", "Titles", "Modifications", "Liens", "Capitalization", "Solvency", "Submission To Jurisdiction", "Enforceability", "Non-Disparagement", "Disability", "Withholdings", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "All notices, requests, demands and all other communications required or permitted by either party to the other party by this Agreement (including, without limitation, any notice of termination of employment and any notice of an intention to arbitrate) shall be in writing and shall be deemed to have been duly given when delivered personally or received by certified or registered mail, return receipt requested, postage prepaid, at the address of the other party, as first written above (directed to the attention of the Board of Directors and Corporate Secretary in the case of the Company). Either party hereto may change its address for purposes of this Section 11 by giving fifteen (15) days\u2019 prior notice to the other party hereto.", "references": ["Capitalization", "Tax Withholdings", "Specific Performance", "Interpretations", "Further Assurances", "Waiver Of Jury Trials", "Interests", "Sales", "Survival", "Payments", "Warranties", "Applicable Laws", "Qualifications", "Venues", "Defined Terms", "Erisa", "General", "Arbitration", "Cooperation", "Change In Control", "Representations", "Closings", "Non-Disparagement", "Modifications", "Titles", "Benefits", "Fees", "Agreements", "Governing Laws", "Approvals", "Notices"], "gold": ["Notices"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Approvals", "Venues", "Payments", "Transactions With Affiliates", "Solvency", "Consents", "Specific Performance", "Records", "Confidentiality", "Representations", "No Defaults", "Adjustments", "Books", "Vacations", "Governing Laws", "Terminations", "Cooperation", "Assignments", "Organizations", "Expenses", "Defined Terms", "Amendments", "Further Assurances", "Litigations", "Definitions", "Applicable Laws", "Arbitration", "Titles", "Terms", "Qualifications", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Shipper hereby authorizes Gatherer to (i) enroll and participate in the Programs, as may be amended from time to time, (ii) enter into the Program Agreements set forth in Exhibit U , as may be amended from time to time, and (iii) execute the Programs exclusively in respect of operations on the Individual Systems set forth in such Program Agreements. Such authorization shall only apply to the Program Agreements set forth in Exhibit U as of the Amendment Effective Date, and to the Individual Systems set forth therein. An instrument in writing executed by the Parties in accordance with Section 16.6 shall be required prior to Gatherer executing any Program Agreements (other than the Program Agreements set forth in Exhibit U as of the Amendment Effective Date).", "references": ["Existence", "Titles", "Miscellaneous", "Representations", "Duties", "Qualifications", "Disclosures", "Positions", "Cooperation", "Integration", "Records", "Vacations", "Construction", "Withholdings", "Solvency", "Remedies", "Transactions With Affiliates", "Agreements", "Terms", "Enforceability", "Organizations", "Defined Terms", "Financial Statements", "Disability", "Binding Effects", "Waiver Of Jury Trials", "Entire Agreements", "Intellectual Property", "Severability", "Closings", "Consents"], "gold": ["Consents"]}
+{"input": "Each Party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and so all such other acts and things as may be necessary to more fully effectuate this Agreement.", "references": ["Transactions With Affiliates", "Compliance With Laws", "Interests", "Existence", "Positions", "Forfeitures", "Jurisdictions", "Payments", "Use Of Proceeds", "Representations", "Death", "Governing Laws", "Disclosures", "Records", "No Conflicts", "Expenses", "Organizations", "Effectiveness", "Erisa", "Books", "Closings", "Non-Disparagement", "General", "Assignments", "Brokers", "Binding Effects", "Employment", "Benefits", "Agreements", "Modifications", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The waiver by either Party of a default or a breach of any provision of this Agreement by the other Party will not operate or be construed to operate as a waiver of any subsequent default or breach. The continued performance by either Party with knowledge of the existence of a default or breach will not operate or be construed to operate as a waiver of any default or breach. Any waiver by a Party of a particular provision or right will be in writing, will be as to a particular matter and, if applicable, for a particular period of time and will be signed by such Party.", "references": ["Benefits", "Specific Performance", "Capitalization", "Jurisdictions", "Expenses", "Use Of Proceeds", "Taxes", "Cooperation", "No Waivers", "Terminations", "Costs", "Severability", "Liens", "Warranties", "Assigns", "Payments", "Governing Laws", "Qualifications", "Vesting", "Enforceability", "Authorizations", "Counterparts", "Submission To Jurisdiction", "Indemnity", "Venues", "No Defaults", "Intellectual Property", "Publicity", "Sales", "Closings", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the obligations of the Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section\u00a08.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section\u00a08.01 ) for purposes of Section\u00a07.01 , notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of this Section\u00a07 .", "references": ["Severability", "Withholdings", "Transactions With Affiliates", "Disclosures", "Effectiveness", "Enforcements", "Participations", "Effective Dates", "Assignments", "Fees", "Disability", "Notices", "Governing Laws", "Books", "Survival", "Applicable Laws", "Waivers", "Use Of Proceeds", "Organizations", "Counterparts", "Approvals", "Financial Statements", "Submission To Jurisdiction", "Successors", "Indemnifications", "Subsidiaries", "Intellectual Property", "Further Assurances", "Defined Terms", "Releases", "Remedies"], "gold": ["Remedies"]}
+{"input": "THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.", "references": ["Publicity", "Releases", "Litigations", "Indemnity", "Counterparts", "Amendments", "Fees", "Definitions", "Waiver Of Jury Trials", "Compliance With Laws", "Construction", "Integration", "Records", "Effective Dates", "Headings", "Confidentiality", "Terminations", "Anti-Corruption Laws", "Terms", "Duties", "Costs", "Severability", "Approvals", "Benefits", "Intellectual Property", "Enforceability", "No Conflicts", "Defined Terms", "Adjustments", "Disability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an Eligible Assignee in accordance with the provisions of the immediately following subsection\u00a0(b), (ii)\u00a0by way of participation in accordance with the provisions of the immediately following subsection\u00a0(d), or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection\u00a0(e) (and, subject to the last sentence of the immediately following subsection\u00a0(b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection\u00a0(d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Benefits", "No Conflicts", "Effective Dates", "Submission To Jurisdiction", "Warranties", "Remedies", "Sanctions", "Cooperation", "Authority", "Terms", "Consent To Jurisdiction", "Enforcements", "Headings", "Transactions With Affiliates", "Payments", "Assigns", "Severability", "Insurances", "Adjustments", "Indemnity", "Non-Disparagement", "Waivers", "Modifications", "Definitions", "Indemnifications", "Terminations", "Liens", "Interpretations", "Assignments", "Defined Terms", "Successors"], "gold": ["Successors"]}
+{"input": "This Indenture may be executed in any number of counterparts (and by different parties on separate counterparts), each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.", "references": ["Arbitration", "Assignments", "Venues", "Binding Effects", "Terminations", "Agreements", "Change In Control", "Warranties", "Governing Laws", "Cooperation", "Fees", "Further Assurances", "Notices", "Sales", "Benefits", "Releases", "Terms", "Entire Agreements", "Integration", "Tax Withholdings", "Assigns", "Consents", "Employment", "Severability", "Adjustments", "Effectiveness", "Defined Terms", "Anti-Corruption Laws", "Specific Performance", "Headings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If Celgene determines to undertake the Prosecution and Maintenance of a Prothena Licensed Collaboration Patent or Licensed Program Patent (other than a Prothena Platform Patent) in accordance with this Section 6.8, Prothena agrees to make its employees, agents and consultants reasonably available to Celgene (and to Celgene\u2019s authorized attorneys, agents or representatives) to enable Celgene to undertake such Prosecution and Maintenance. In addition, Prothena shall (and shall cause its Affiliates and its and their employees, agents and consultants to) provide reasonable assistance to Celgene (and to Celgene\u2019s authorized attorneys, agents or representatives) to enable Celgene to undertake such Prosecution and Maintenance, including by executing powers of attorney and other documents for Celgene to undertake such Prosecution and Maintenance.", "references": ["Tax Withholdings", "Erisa", "Assignments", "Employment", "Sales", "Effectiveness", "Consent To Jurisdiction", "Notices", "Waiver Of Jury Trials", "Counterparts", "Severability", "Warranties", "Disability", "Insurances", "Financial Statements", "Benefits", "Terms", "Confidentiality", "Withholdings", "Death", "Agreements", "Integration", "Capitalization", "Effective Dates", "Litigations", "Payments", "Enforceability", "Qualifications", "Books", "Jurisdictions", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Upon a Change in Control, each outstanding option or restricted stock award shall become 100% vested and exercisable as of the date ten (10) days prior to the date of the Change in Control pursuant to Section 13 of the Company\u2019s Stock Incentive Plan, provided that the Executive\u2019s employment has not terminated prior to such date.", "references": ["Notices", "Enforceability", "Confidentiality", "Qualifications", "Consent To Jurisdiction", "Arbitration", "Vesting", "Closings", "Sales", "Disability", "Assignments", "Compliance With Laws", "Participations", "General", "Enforcements", "Construction", "Taxes", "Vacations", "No Conflicts", "Financial Statements", "Effective Dates", "Liens", "Binding Effects", "Waivers", "Payments", "Agreements", "Modifications", "Tax Withholdings", "Consents", "Organizations", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Promptly make, execute, acknowledge and deliver, all such additional instruments and to take such further acts as Secured Party may reasonably request to: (a) protect, maintain and preserve the Collateral and Secured Party\u2019s security interest in the Collateral; and (b) protect, vest in and assure to Secured Party its rights or remedies hereunder and the perfection and priority of its rights herein, including in necessary, without limitation, placing legends on Collateral or on books and records pertaining to Collateral stating that Secured Party has a security interest therein.", "references": ["Existence", "Compliance With Laws", "Non-Disparagement", "Assignments", "Vesting", "Costs", "Sales", "Intellectual Property", "Titles", "Effectiveness", "Positions", "Waivers", "Brokers", "Headings", "Closings", "Successors", "Records", "Arbitration", "Fees", "Disability", "Amendments", "Sanctions", "Tax Withholdings", "Terminations", "Warranties", "Agreements", "Governing Laws", "Notices", "Cooperation", "Remedies", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Additional Lender Note, this Additional Lender Agreement, the Credit Agreement and the other Loan Documents embody the entire agreement and understanding between the Borrower, the Administrative Agent and Additional Lender and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof and may not be contradicted by evidence of prior or contemporaneous agreements of the parties. There are no unwritten oral agreements between the parties.", "references": ["Financial Statements", "Terminations", "Remedies", "Tax Withholdings", "Employment", "Disability", "Enforceability", "Representations", "Use Of Proceeds", "Effectiveness", "Closings", "Compliance With Laws", "Disclosures", "Benefits", "Records", "Confidentiality", "Binding Effects", "Indemnity", "Indemnifications", "Authorizations", "Warranties", "Waiver Of Jury Trials", "No Defaults", "Vesting", "Notices", "Anti-Corruption Laws", "Intellectual Property", "Sanctions", "Interests", "Authority", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2.", "references": ["Venues", "Sanctions", "Disability", "Participations", "Enforceability", "Representations", "Litigations", "Disclosures", "Binding Effects", "Expenses", "Terms", "Powers", "Remedies", "Entire Agreements", "Solvency", "Consents", "Death", "Tax Withholdings", "Defined Terms", "Waiver Of Jury Trials", "Integration", "Financial Statements", "Assignments", "Base Salary", "Interests", "Books", "Costs", "Anti-Corruption Laws", "Brokers", "Existence", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Company shall use the proceeds from the sale of the Shares to purchase or otherwise acquire fee interests in real estate, joint venture interests in fee interests in real estate, mortgage loans secured exclusively by real estate or interests in joint ventures formed to make mortgage loans secured exclusively by real estate, mezzanine loans made exclusively for the financing of real estate and which are secured by a first lien position on the entire ownership interests of the entity owning the real estate, and other assets and financial instruments that are considered \u201cqualifying assets\u201d or \u201creal estate-related\u00a0 assets\u201d and for general corporate purposes.", "references": ["Subsidiaries", "Titles", "Insurances", "Books", "Duties", "Releases", "Costs", "Assignments", "Terms", "Agreements", "Enforceability", "Closings", "Withholdings", "Modifications", "Interpretations", "Tax Withholdings", "No Defaults", "Authority", "Enforcements", "Sanctions", "Death", "Vacations", "Binding Effects", "Defined Terms", "Powers", "Existence", "Definitions", "Applicable Laws", "Base Salary", "Successors", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Company hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.", "references": ["Defined Terms", "Disability", "Counterparts", "Brokers", "Amendments", "Non-Disparagement", "Headings", "Insurances", "Approvals", "No Conflicts", "Expenses", "Subsidiaries", "Capitalization", "Assignments", "Enforceability", "Costs", "Consents", "Waiver Of Jury Trials", "Change In Control", "No Defaults", "Employment", "Authorizations", "Closings", "Payments", "Anti-Corruption Laws", "Terminations", "Death", "Positions", "Representations", "Miscellaneous", "Remedies"], "gold": ["Remedies"]}
+{"input": "The Company hereby employs Employee for an undefined term in the position of Chief Operating Officer (\u201cCOO\u201d) , commencing on the Effective Date and to perform such services and duties globally as are consistent with such position. Employee hereby accepts such employment. During the term of his employment hereunder (the \u201cEmployment Term\u201d), Employee shall devote his time, attention, knowledge and skills faithfully, diligently and to the best of his ability to perform his duties hereunder, and Employee shall not engage in any venture or activity which materially interferes with Employee\u2019s performance of his duties hereunder. The Employee shall also comply with the confidentiality terms and additional conditions within the present contract and Employee undertakes and agrees to comply fully with such additional obligations.", "references": ["Sales", "Insurances", "Positions", "Construction", "Arbitration", "Confidentiality", "Successors", "Liens", "Subsidiaries", "Consents", "Counterparts", "Qualifications", "Solvency", "Books", "Indemnity", "Payments", "Jurisdictions", "Non-Disparagement", "Duties", "Survival", "Litigations", "Defined Terms", "Notices", "Brokers", "Disability", "Headings", "Agreements", "Publicity", "Death", "Interests", "Employment"], "gold": ["Employment"]}
+{"input": "The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, U.S.A., without regard to the provisions governing conflict of laws. Any and all disputes relating to, concerning or arising from the Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the grant of Options or the Agreement, shall be brought and heard exclusively in a U.S. federal or state court located in Illinois .", "references": ["Existence", "Financial Statements", "Change In Control", "Sanctions", "Binding Effects", "Records", "Effective Dates", "Non-Disparagement", "Vesting", "Disability", "Notices", "Applicable Laws", "Further Assurances", "Assigns", "Fees", "Intellectual Property", "Positions", "Confidentiality", "Books", "Benefits", "Venues", "General", "Duties", "No Defaults", "Consents", "Death", "Withholdings", "Severability", "Definitions", "Litigations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "As of the Closing Date, neither Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12 , and all of the outstanding Equity Interests in Holdings, the Borrowers and the Material Subsidiaries have been validly issued and are fully paid and nonassessable, and all Equity Interests owned by Holdings or any other Loan Party are owned free and clear of all security interests of any Person except (i)\u00a0those created under the Collateral Documents or under the CF Facility Documentation or the Priority Guarantee Notes Documentation in accordance with the Intercreditor Agreement, (ii)\u00a0any nonconsensual Lien that is permitted under Section\u00a07.01 and (iii)\u00a0those created pursuant to the DIP Order. As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b)\u00a0sets forth the ownership interest of Holdings, the Parent Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c)\u00a0identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged pursuant to the Collateral and Guarantee Requirement.", "references": ["Defined Terms", "Anti-Corruption Laws", "Tax Withholdings", "Benefits", "General", "Further Assurances", "Notices", "Financial Statements", "Enforcements", "Sales", "Terminations", "No Defaults", "Severability", "Liens", "Disclosures", "Qualifications", "Successors", "Organizations", "Waiver Of Jury Trials", "Authorizations", "Erisa", "Transactions With Affiliates", "Costs", "Duties", "Construction", "Litigations", "Effectiveness", "Titles", "Solvency", "Participations", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock were issued in violation of the preemptive or other similar rights of any securityholder of the Company and the authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package or the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, any Terms Agreement or any Alternative Sales Agreement, pursuant to the Company\u2019s Amended and Restated 2009 Equity Incentive Plan or exercises of options issued thereunder, pursuant to reservations, agreements or employee benefit plans or pursuant to the exercise of warrants, convertible securities or options referred to in the Registration Statement, the General Disclosure Package or the Prospectus). The Common Stock has been registered pursuant to Section\u00a012(b) of the 1934 Act and is authorized for trading on the Nasdaq Stock Market or listed on another national securities exchange, as such term is used in Section 3 of the 1934 Act (the Nasdaq Stock Market or such other national securities exchange on which the Common Stock is then listed being referred to herein as the \u201c Principal Market \u201d), and the Company has taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing.", "references": ["Venues", "Assigns", "Base Salary", "Definitions", "Integration", "Death", "Approvals", "Powers", "Assignments", "Confidentiality", "Erisa", "Books", "Positions", "Further Assurances", "Employment", "Existence", "Transactions With Affiliates", "Defined Terms", "Sanctions", "Modifications", "Financial Statements", "Titles", "Duties", "Vacations", "Terminations", "Brokers", "Indemnifications", "Consents", "Counterparts", "Indemnity", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "No amendment of this Agreement will be effective unless the same is in writing and signed by the Company and Employee.", "references": ["Severability", "Specific Performance", "Consents", "Interpretations", "No Waivers", "Governing Laws", "Financial Statements", "Interests", "Applicable Laws", "Integration", "Transactions With Affiliates", "Expenses", "Notices", "Forfeitures", "Litigations", "Enforcements", "Taxes", "Solvency", "Submission To Jurisdiction", "Books", "Indemnity", "Arbitration", "Titles", "Sanctions", "Fees", "Agreements", "Releases", "Further Assurances", "Terms", "No Conflicts", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["Vacations", "Subsidiaries", "Qualifications", "Anti-Corruption Laws", "No Defaults", "Indemnifications", "Books", "Erisa", "Enforceability", "Modifications", "Positions", "Powers", "Terminations", "Interests", "Releases", "Further Assurances", "Arbitration", "Assigns", "Waiver Of Jury Trials", "Governing Laws", "No Waivers", "Taxes", "Miscellaneous", "Submission To Jurisdiction", "Successors", "Base Salary", "Withholdings", "Approvals", "Intellectual Property", "Existence", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The consummation of the transactions contemplated by this Agreement (the \u201c Closing \u201d) shall take place at the offices of EGS, 1345 Avenue of the Americas, New York, NY 10105, at 10:00 a.m. local time, on the date hereof (the \u201c Closing Date \u201d). The parties need not be physically present at the Closing and may participate telephonically.", "references": ["Effectiveness", "Terms", "Counterparts", "Solvency", "Enforceability", "Amendments", "Intellectual Property", "Adjustments", "Compliance With Laws", "Representations", "Insurances", "No Waivers", "Assignments", "Severability", "Successors", "Subsidiaries", "Agreements", "Powers", "Sanctions", "Submission To Jurisdiction", "Brokers", "Benefits", "Notices", "Venues", "General", "Definitions", "Consents", "Disability", "Expenses", "Modifications", "Closings"], "gold": ["Closings"]}
+{"input": "The Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that constitutes or would reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Exchange Documents. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Holder regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly announced or disclosed.", "references": ["Compliance With Laws", "Counterparts", "Brokers", "Entire Agreements", "Approvals", "Use Of Proceeds", "No Waivers", "Anti-Corruption Laws", "General", "No Defaults", "Positions", "Releases", "Change In Control", "Financial Statements", "Applicable Laws", "Fees", "Expenses", "Binding Effects", "Miscellaneous", "Tax Withholdings", "Assignments", "Liens", "Warranties", "Arbitration", "Insurances", "Agreements", "Governing Laws", "Submission To Jurisdiction", "Definitions", "Authorizations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Such Holder understands that this Agreement, the information contained in all materials provided to such Holder by the Company and its representatives, including any information conveyed orally, in connection with the Exchange (collectively \u201c Confidential Information \u201d), is strictly confidential and proprietary to the Company and is being provided to such Holder solely for such Holder\u2019s confidential use in connection with the Exchange. Such Holder agrees to use the Confidential Information solely for the purpose of evaluating a possible investment in the Shares, and such Holder acknowledges that it is prohibited from distributing, divulging or discussing any Confidential Information, in whole or in part, with any person, except such Holder\u2019s financial, investment or legal advisors (such persons, \u201c Authorized Advisors \u201d), solely to the extent necessary for such Authorized Advisors to assist such Holder with its proposed investment in the Holder Shares. To the extent that such Holder provides, directly or indirectly, any Confidential Information to any Authorized Advisor, such Holder shall (a) ensure that such Authorized Advisor maintain the confidentiality of the Confidential Information to the same extent applicable to Holder as set forth in this Section 4.5 and (b) be responsible for any breaches of this Section 4.5 by its Authorized Advisors. Confidential Information does not include any information that is or becomes publicly available through no fault of such Holder, or that such Holder is required to disclose pursuant to applicable law, regulation or legal process; provided , however , that if such Holder or any Authorized Advisor is requested or ordered to disclose any Confidential Information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such requirement and the terms of and circumstances surrounding such requirement so that the Company may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Section 4.5 , and such Holder or such Authorized Advisor will provide such cooperation, at Company\u2019s expense, with respect to obtaining a protective order or other remedy as the Company will request.", "references": ["Costs", "Interpretations", "Death", "Warranties", "Sanctions", "Applicable Laws", "Payments", "Terms", "Assignments", "Transactions With Affiliates", "Notices", "Representations", "Participations", "Cooperation", "Records", "Disability", "Non-Disparagement", "Capitalization", "Further Assurances", "Interests", "Financial Statements", "Indemnity", "Effective Dates", "Base Salary", "Specific Performance", "Adjustments", "Compliance With Laws", "Indemnifications", "Subsidiaries", "Effectiveness", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Company shall not create or permit to exist any Liens or security interest with respect to any assets whether now owned or hereafter acquired and owned, except for Permitted Liens.", "references": ["Transactions With Affiliates", "Effective Dates", "Counterparts", "Enforcements", "Definitions", "Headings", "Confidentiality", "Assignments", "Taxes", "Intellectual Property", "Capitalization", "Arbitration", "Anti-Corruption Laws", "Disability", "Representations", "Construction", "Adjustments", "Employment", "Benefits", "Death", "Forfeitures", "Miscellaneous", "Brokers", "Authority", "Binding Effects", "Modifications", "Compliance With Laws", "Records", "Agreements", "Survival", "Liens"], "gold": ["Liens"]}
+{"input": "This Security Agreement and the Security Interest shall terminate following the full payment, satisfaction, or discharge of all Secured Liabilities. Upon such termination, the Secured Party will promptly deliver to Obligor appropriate UCC termination statements with respect to Collateral so released from the Security Interest for filing with each filing officer with which UCC financing statements have been filed by the Secured Party to perfect the Security Interest in such Collateral.", "references": ["Defined Terms", "Modifications", "Jurisdictions", "Successors", "Anti-Corruption Laws", "Effective Dates", "Amendments", "Compliance With Laws", "Organizations", "No Conflicts", "Releases", "Death", "Positions", "Employment", "Waivers", "Venues", "Construction", "Change In Control", "Counterparts", "Duties", "Books", "Expenses", "No Defaults", "Base Salary", "Consents", "Definitions", "Fees", "Capitalization", "Adjustments", "Terms", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement will be governed by, and will be construed and enforced in accordance with, the laws of the State of New York.", "references": ["Submission To Jurisdiction", "Applicable Laws", "Disclosures", "Titles", "Enforcements", "Binding Effects", "General", "Arbitration", "Sales", "Vacations", "Change In Control", "Effective Dates", "Amendments", "Agreements", "Closings", "No Waivers", "Publicity", "Modifications", "Brokers", "Duties", "Positions", "Compliance With Laws", "Headings", "Assignments", "Disability", "Consents", "Capitalization", "Interests", "Terminations", "Venues", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement constitutes a legal, valid and binding agreement of the Borrower and each Note, if and when executed and delivered in accordance with this Agreement, will constitute a legal, valid and binding obligation of the Borrower, in each case enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and by general principles of equity.", "references": ["Modifications", "Organizations", "Governing Laws", "Confidentiality", "Releases", "Indemnifications", "Construction", "Adjustments", "Effective Dates", "Definitions", "Enforceability", "Sanctions", "Assignments", "Disclosures", "Vesting", "Waiver Of Jury Trials", "Capitalization", "Disability", "Authorizations", "Change In Control", "Effectiveness", "Anti-Corruption Laws", "Applicable Laws", "Solvency", "Death", "General", "Headings", "Liens", "Fees", "Transactions With Affiliates", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Debtor further agrees to pay all reasonable attorneys\u2019 fees of Lender in connection with the drafting and execution of this Amendment.", "references": ["Duties", "Effectiveness", "No Defaults", "Modifications", "Participations", "No Conflicts", "Warranties", "Waivers", "Base Salary", "Change In Control", "Specific Performance", "Remedies", "Books", "Organizations", "Powers", "Qualifications", "Costs", "Authorizations", "Financial Statements", "Binding Effects", "Payments", "Defined Terms", "Successors", "Death", "Non-Disparagement", "General", "Severability", "Withholdings", "Arbitration", "Sanctions", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each Eligible Employee shall be a Participant in the Plan, with Eligible Employees that meet the definition of Tier I Participant participating as Tier I Participants and all other Eligible Employees participating as Tier II Participants; provided, however, that (i) the Plan Administrator may, in its discretion, designate any individual who would not otherwise meet the definition of Eligible Employee as an Eligible Employee under the Plan, (ii) the Plan Administrator may, in its discretion, designate an Eligible Employee as a Tier I Participant or Tier II Participant even though the Eligible Employee does not otherwise meet the definition thereof (provided, however, that any adverse change to an existing Participant\u2019s then-current tiering shall not be effective unless the Participant consents in writing), and (iii) any Eligible Employee who is subject to an existing agreement providing for the payment of severance shall not become a Participant in this Plan until the individual executes such participation forms as may be required by the Company, including forms containing Restrictive Covenants. The Plan Administrator shall notify each Eligible Employee of his or her right to participate in the Plan, whether such individual is or will be a Tier I Participant or Tier II Participant, and whether such individual is required to execute participation forms to become a Plan Participant.", "references": ["Waiver Of Jury Trials", "Records", "Effective Dates", "Assigns", "No Conflicts", "No Waivers", "Organizations", "No Defaults", "Compliance With Laws", "Interpretations", "Miscellaneous", "Waivers", "Disclosures", "Sanctions", "Costs", "Vesting", "Interests", "Enforcements", "Remedies", "Authorizations", "Closings", "Confidentiality", "Definitions", "Jurisdictions", "Litigations", "Releases", "Assignments", "Payments", "Employment", "Anti-Corruption Laws", "Participations"], "gold": ["Participations"]}
+{"input": "Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.", "references": ["Successors", "Insurances", "Amendments", "Books", "Remedies", "Authority", "Titles", "Venues", "Compliance With Laws", "Taxes", "Notices", "Effective Dates", "Confidentiality", "Construction", "General", "Consent To Jurisdiction", "Positions", "Costs", "Change In Control", "Sales", "Modifications", "Further Assurances", "Use Of Proceeds", "Closings", "Anti-Corruption Laws", "No Defaults", "Binding Effects", "Agreements", "Governing Laws", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly authorized by all necessary action by the Purchaser, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. The Agreement and the Ancillary Agreements will not violate any term of any of the Purchaser\u2019s governing documents or any other agreement, judicial decree, statute or regulation to which the Purchaser is a party or by which the Purchaser or any of its assets may be bound or affected. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Purchaser. This Agreement, assuming due authorization, execution and delivery by PositiveID and Company, constitutes the valid and binding obligations of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable remedies.", "references": ["Fees", "Governing Laws", "Sales", "Submission To Jurisdiction", "Modifications", "Forfeitures", "Participations", "Anti-Corruption Laws", "Amendments", "Effective Dates", "Non-Disparagement", "Brokers", "Counterparts", "Capitalization", "Litigations", "Jurisdictions", "Assignments", "Approvals", "Closings", "Publicity", "Survival", "Liens", "Waivers", "Qualifications", "Sanctions", "Tax Withholdings", "Positions", "Miscellaneous", "Adjustments", "Records", "Authority"], "gold": ["Authority"]}
+{"input": "This Guaranty shall remain in full force and effect with respect to each Guarantor until indefeasible payment and performance in full of the Guarantied Obligations (except for contingent obligations specified in Section 13.10. of the Credit Agreement that survive the termination of the Credit Agreement and with respect to which no claim or demand for payment has been made at such time) and the termination or cancellation of all Guarantied Documents in accordance with their respective terms.", "references": ["Further Assurances", "Notices", "No Conflicts", "Binding Effects", "Specific Performance", "No Waivers", "Intellectual Property", "Effective Dates", "Expenses", "Confidentiality", "Participations", "Organizations", "Existence", "Representations", "Agreements", "Consent To Jurisdiction", "Vesting", "Costs", "Interpretations", "Assignments", "Successors", "Tax Withholdings", "Applicable Laws", "Litigations", "Non-Disparagement", "Miscellaneous", "Disclosures", "Authorizations", "Qualifications", "Sanctions", "Terminations"], "gold": ["Terminations"]}
+{"input": "The term of the Company commenced upon the filing of the Certificate with the Secretary of State of Delaware in accordance with the Delaware Act, and shall continue in existence until termination and dissolution thereof in accordance with the provisions of Article XIII.", "references": ["Representations", "Interpretations", "Publicity", "Binding Effects", "Financial Statements", "Litigations", "Confidentiality", "Duties", "Participations", "Venues", "Releases", "Definitions", "Defined Terms", "Further Assurances", "Vacations", "Change In Control", "Records", "Miscellaneous", "Base Salary", "Consents", "Books", "Subsidiaries", "Qualifications", "Authorizations", "Entire Agreements", "Specific Performance", "Assignments", "Withholdings", "Forfeitures", "Authority", "Terms"], "gold": ["Terms"]}
+{"input": "For purposes of this Agreement, the following terms shall have the meanings stated below.", "references": ["Further Assurances", "Vacations", "Applicable Laws", "Integration", "Brokers", "No Defaults", "Warranties", "Non-Disparagement", "Vesting", "Counterparts", "Publicity", "Miscellaneous", "Interests", "Withholdings", "Intellectual Property", "Costs", "Powers", "Authorizations", "Binding Effects", "Change In Control", "Liens", "Successors", "Existence", "Survival", "Books", "Death", "Defined Terms", "Indemnifications", "Titles", "Venues", "Definitions"], "gold": ["Definitions"]}
+{"input": "EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE LOAN PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.\u00a0\u00a0EACH OF THE LOAN PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.\u00a0\u00a0NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Positions", "Governing Laws", "Intellectual Property", "Powers", "Specific Performance", "Counterparts", "Payments", "Fees", "Closings", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Death", "Enforceability", "Definitions", "No Defaults", "Tax Withholdings", "Disability", "Titles", "Solvency", "Confidentiality", "Anti-Corruption Laws", "Use Of Proceeds", "Compliance With Laws", "Successors", "Waivers", "Enforcements", "No Waivers", "Erisa", "Insurances", "Non-Disparagement", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "During the Term, Employee (and, where applicable, Employee\u2019s eligible dependents) shall be eligible to participate in those various Company welfare benefit plans, practices and policies in place during the Term (including, without limitation, medical, pharmacy, dental, vision, disability, employee life, accidental death and travel accident insurance plans and other programs, if any) to the extent allowed under and in accordance with the terms of those plans.\u00a0\u00a0In addition, Employee shall be eligible to participate, pursuant to their terms, in any other benefit plans offered by the Company to similarly-situated officers or other employees from time to time during the Term (excluding plans applicable solely to certain officers of the Company in accordance with the express terms of such plans).\u00a0\u00a0Collectively the plans and arrangements described in this Section 7, as they may be amended or modified in accordance with their terms, are hereinafter referred to as the \u201cBenefits Plans.\u201d\u00a0\u00a0Notwithstanding the above, Employee understands and acknowledges that Employee is not eligible for benefits under any other severance plan, program, or policy maintained by the Company, if any exists, and that the only severance benefits Employee is entitled to are set forth in this Agreement.", "references": ["Waiver Of Jury Trials", "Positions", "Amendments", "Releases", "No Conflicts", "Assignments", "Further Assurances", "Survival", "Organizations", "Anti-Corruption Laws", "Authority", "No Waivers", "Existence", "Erisa", "Entire Agreements", "Severability", "Governing Laws", "Closings", "Powers", "Notices", "Vesting", "Change In Control", "Jurisdictions", "Waivers", "Sales", "Brokers", "Enforceability", "Effectiveness", "Venues", "Participations", "Benefits"], "gold": ["Benefits"]}
+{"input": "The lender parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Confidentiality", "Specific Performance", "Authorizations", "Capitalization", "Change In Control", "Cooperation", "Effective Dates", "Use Of Proceeds", "Consents", "Payments", "Defined Terms", "Transactions With Affiliates", "Financial Statements", "Approvals", "Governing Laws", "Arbitration", "No Waivers", "Brokers", "Miscellaneous", "Intellectual Property", "Positions", "Construction", "Publicity", "Waiver Of Jury Trials", "Effectiveness", "Integration", "Binding Effects", "No Conflicts", "Records", "Terms", "Assignments"], "gold": ["Assignments"]}
+{"input": "In consideration of the Administrative Agent\u2019s and the Lenders\u2019 willingness to enter into this Agreement, each of the Credit Parties hereby releases and forever discharges the Administrative Agent, the Lenders and each of their respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives and affiliates (hereinafter, all of the above collectively referred to as the \u201c Lender Group \u201d) from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any of the Credit Parties may have or claim to have against any member of the Lender Group arising prior to the Effective Date.", "references": ["Survival", "Powers", "Terminations", "Death", "Sales", "Indemnity", "Effectiveness", "Erisa", "No Waivers", "Successors", "Sanctions", "Vacations", "Adjustments", "No Defaults", "Further Assurances", "Non-Disparagement", "Entire Agreements", "Remedies", "Binding Effects", "Effective Dates", "Assigns", "Venues", "Duties", "Specific Performance", "Agreements", "Jurisdictions", "Financial Statements", "General", "Waiver Of Jury Trials", "Integration", "Releases"], "gold": ["Releases"]}
+{"input": "Borrower hereby agrees to indemnify Bank Parties and their respective officers, directors, agents, and attorneys against, and to hold Bank Parties and all such other Persons harmless from all Default Costs, which indemnification is in addition to, and not in derogation of, any statutory, equitable, or common law right or remedy Bank Parties may have for breach of representation, warranty, statement or covenant or otherwise may have under any of the Loan Documents. This agreement of indemnity shall be a continuing agreement and shall survive payment of the Loan and termination of this Agreement.", "references": ["Transactions With Affiliates", "Forfeitures", "Counterparts", "Powers", "Participations", "Construction", "Erisa", "Defined Terms", "Non-Disparagement", "Survival", "Fees", "Use Of Proceeds", "Headings", "Interests", "Consents", "Releases", "Vacations", "Applicable Laws", "Entire Agreements", "Solvency", "Vesting", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Integration", "Remedies", "Assignments", "Enforceability", "Consent To Jurisdiction", "Terms", "Disability", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Each Grantor hereby covenants and agrees that, with respect to any Commercial Tort Claim of such Grantor hereafter arising which could reasonably be expected to result in an award for damages in excess of $10,000,000 individually, it shall deliver to the Collateral Agent a completed Grantor Supplement, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.", "references": ["Employment", "Enforcements", "Modifications", "Tax Withholdings", "Defined Terms", "No Waivers", "Enforceability", "Duties", "Integration", "Counterparts", "Submission To Jurisdiction", "Effective Dates", "Headings", "Remedies", "Specific Performance", "Entire Agreements", "Disclosures", "Definitions", "Change In Control", "Warranties", "Consent To Jurisdiction", "Successors", "Participations", "Solvency", "Terms", "Authorizations", "Litigations", "Cooperation", "Binding Effects", "Sanctions", "Agreements"], "gold": ["Agreements"]}
+{"input": "The Company will pay all expenses associated with effecting the registration of the Registrable Securities, including filing and printing fees, the Company\u2019s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, fees and expenses of one counsel to the Investors up to an aggregate of $10,000 and the Investors\u2019 other reasonable out-of-pocket expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.", "references": ["Forfeitures", "Authority", "Successors", "Further Assurances", "Qualifications", "Consent To Jurisdiction", "Representations", "Existence", "Waivers", "Effectiveness", "Liens", "Indemnity", "Intellectual Property", "Compliance With Laws", "Modifications", "Binding Effects", "Applicable Laws", "No Conflicts", "Records", "Powers", "Agreements", "Assignments", "Base Salary", "Releases", "Tax Withholdings", "Effective Dates", "Enforceability", "Costs", "Insurances", "Interests", "Expenses"], "gold": ["Expenses"]}
+{"input": "Such Loan is being in connection with (i) a Subsequent Acquisition or (ii) payment of additional amounts owed under the Acquisition Agreement as a result of post-closing adjustments to the PSA Purchase Price in accordance with the terms of the Acquisition Agreement, including pursuant to Section 8.1 thereof.", "references": ["Waiver Of Jury Trials", "Vacations", "Benefits", "Sanctions", "Records", "Non-Disparagement", "Waivers", "Approvals", "Vesting", "Positions", "Amendments", "Binding Effects", "Indemnity", "Interpretations", "Integration", "Litigations", "Consents", "Withholdings", "Base Salary", "Defined Terms", "General", "Disability", "Insurances", "Effectiveness", "Forfeitures", "Successors", "Expenses", "Venues", "Books", "Closings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "In addition to the foregoing, Heska will reimburse Executive for Executive\u2019s reasonable out-of-pocket travel, entertainment, and other expenses, in accordance with Heska\u2019s expense reimbursement policies and practices in effect at the time of the reimbursement request. Executive shall submit such requests within forty-five (45) days of incurring such expenses.", "references": ["Remedies", "Arbitration", "Payments", "Subsidiaries", "Miscellaneous", "Titles", "Enforcements", "Vacations", "Capitalization", "Interests", "Costs", "Indemnity", "Adjustments", "Enforceability", "Assigns", "Venues", "Fees", "Construction", "Compliance With Laws", "Vesting", "Litigations", "No Waivers", "Waivers", "Counterparts", "Qualifications", "Severability", "Insurances", "Consent To Jurisdiction", "Base Salary", "Interpretations", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement may not be modified or changed except by an instrument or instruments in writing signed by all of the parties.", "references": ["Insurances", "Terminations", "Approvals", "Arbitration", "Severability", "Withholdings", "Closings", "Defined Terms", "Entire Agreements", "Solvency", "Consents", "Powers", "Submission To Jurisdiction", "Intellectual Property", "Litigations", "Publicity", "Indemnifications", "No Conflicts", "Forfeitures", "Waiver Of Jury Trials", "Disability", "Representations", "Benefits", "Definitions", "Successors", "Capitalization", "Headings", "Authority", "Notices", "Tax Withholdings", "Amendments"], "gold": ["Amendments"]}
+{"input": "For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement.", "references": ["Litigations", "Terms", "Enforceability", "Erisa", "Headings", "Severability", "Jurisdictions", "Use Of Proceeds", "Liens", "Powers", "Releases", "Survival", "Insurances", "Venues", "Disclosures", "Adjustments", "Payments", "Agreements", "Interpretations", "Enforcements", "Binding Effects", "Organizations", "Applicable Laws", "Qualifications", "Positions", "Anti-Corruption Laws", "Consents", "Indemnity", "Costs", "Closings", "Definitions"], "gold": ["Definitions"]}
+{"input": "Assignor and Assignee each hereby agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other documents or instruments to Borrowers or Administrative Agent, which may be required in connection with the assignment and assumption contemplated hereby.", "references": ["Binding Effects", "Organizations", "Base Salary", "Amendments", "Benefits", "Records", "Submission To Jurisdiction", "Sanctions", "Remedies", "Jurisdictions", "Terminations", "Representations", "Vacations", "Governing Laws", "Applicable Laws", "Modifications", "No Waivers", "Erisa", "Construction", "Counterparts", "No Defaults", "Venues", "Qualifications", "Use Of Proceeds", "Confidentiality", "Agreements", "Payments", "Authority", "Sales", "Enforceability", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Company shall use the proceeds from the Note solely for the repayment of outstanding debt obligations of the Company and the further the development of its crypto currency business, including, without limitation, the purchase of Bitmain Antminer S9 Bitcoin Miners.", "references": ["Warranties", "Arbitration", "No Defaults", "Authority", "Applicable Laws", "Jurisdictions", "Severability", "Remedies", "Vacations", "Waiver Of Jury Trials", "Assignments", "Venues", "Terminations", "Specific Performance", "Authorizations", "General", "Defined Terms", "Interpretations", "Integration", "Successors", "Waivers", "Books", "Erisa", "Amendments", "Publicity", "Notices", "Withholdings", "Death", "Adjustments", "Effective Dates", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Mortgage is assignable by Bank and any assignment of this Mortgage by Bank shall operate to vest in the assignee all rights and powers herein conferred upon and granted to Bank.", "references": ["Representations", "Arbitration", "Severability", "Survival", "Payments", "Closings", "Entire Agreements", "Notices", "Assigns", "Headings", "Miscellaneous", "Existence", "Defined Terms", "Interests", "Terminations", "Liens", "Enforcements", "Anti-Corruption Laws", "Insurances", "Vesting", "Expenses", "Capitalization", "Consents", "Fees", "Withholdings", "Jurisdictions", "No Conflicts", "Submission To Jurisdiction", "No Defaults", "Sales", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Executive agrees that the Executive will not publish or communicate to any person or entity Disparaging (as defined herein) remarks, comments or statements concerning the Releasees. The Company\u2019s officers shall not publish or communicate to any person or entity any Disparaging remarks comments or statements concerning the Executive. \u201cDisparaging\u201d remarks, comments, or statements are those that impugn the character, honesty, integrity, morality, or business acumen or abilities in connection with any aspect of the operation of the Company\u2019s business or the Executive.", "references": ["Indemnity", "Survival", "Approvals", "Fees", "Books", "Erisa", "Definitions", "Transactions With Affiliates", "No Defaults", "No Conflicts", "Closings", "Assignments", "Records", "Representations", "Titles", "Further Assurances", "Enforcements", "Disclosures", "Successors", "Entire Agreements", "Authority", "Anti-Corruption Laws", "Applicable Laws", "Vacations", "Litigations", "Existence", "Liens", "Capitalization", "Agreements", "General", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement will be binding upon you and your heirs, executors, administrators, successors and assigns.", "references": ["Amendments", "Construction", "Confidentiality", "Binding Effects", "Transactions With Affiliates", "Duties", "Vesting", "Vacations", "Forfeitures", "Qualifications", "Notices", "No Defaults", "Subsidiaries", "Miscellaneous", "Erisa", "No Waivers", "No Conflicts", "Applicable Laws", "Agreements", "Taxes", "Payments", "Records", "Effectiveness", "Disclosures", "Disability", "Insurances", "Anti-Corruption Laws", "Indemnity", "Change In Control", "Warranties", "Successors"], "gold": ["Successors"]}
+{"input": "The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes) will not (i) result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.", "references": ["Assignments", "Notices", "Intellectual Property", "Vesting", "Severability", "Approvals", "Construction", "Brokers", "Disclosures", "Sanctions", "Representations", "Amendments", "Terminations", "Cooperation", "Sales", "Effective Dates", "Successors", "Taxes", "Survival", "Submission To Jurisdiction", "Authorizations", "Employment", "Costs", "Waiver Of Jury Trials", "Terms", "Non-Disparagement", "Waivers", "Forfeitures", "Defined Terms", "Headings", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "If Tenant is a corporation, each person signing this Lease on behalf of Tenant represents and warrants that he has full authority to do so and that this Lease binds the corporation.", "references": ["Enforceability", "Warranties", "Notices", "Assignments", "Specific Performance", "Costs", "Modifications", "Entire Agreements", "Waivers", "Withholdings", "Waiver Of Jury Trials", "General", "Use Of Proceeds", "Confidentiality", "Further Assurances", "Titles", "Participations", "Miscellaneous", "Vesting", "Qualifications", "Interests", "Assigns", "Effective Dates", "Base Salary", "Disclosures", "Survival", "Binding Effects", "Transactions With Affiliates", "Indemnifications", "Change In Control", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement and all subsequent agreements between the parties shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of Nevada.", "references": ["Litigations", "Submission To Jurisdiction", "Jurisdictions", "Cooperation", "Closings", "No Conflicts", "General", "Anti-Corruption Laws", "Specific Performance", "Waivers", "Financial Statements", "Defined Terms", "Publicity", "Benefits", "Use Of Proceeds", "Erisa", "Severability", "Insurances", "Effectiveness", "Powers", "Entire Agreements", "Construction", "Solvency", "Approvals", "Payments", "Definitions", "Interests", "Tax Withholdings", "Duties", "Taxes", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "At any time prior to the occurrence of an Investment Grade Date or after a Collateral Trigger Event, upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all applicable Laws.", "references": ["Vesting", "Approvals", "Enforceability", "Disclosures", "Venues", "Amendments", "Survival", "Consent To Jurisdiction", "Consents", "Closings", "Positions", "Subsidiaries", "Expenses", "Sanctions", "Sales", "Records", "Definitions", "Indemnity", "Solvency", "Employment", "Terminations", "Payments", "Use Of Proceeds", "Cooperation", "Waiver Of Jury Trials", "Assigns", "Successors", "Change In Control", "Binding Effects", "Tax Withholdings", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "(a)\u00a0 The headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.", "references": ["Sales", "Defined Terms", "Specific Performance", "Representations", "Successors", "Insurances", "Survival", "Tax Withholdings", "Waivers", "Disclosures", "Assignments", "Anti-Corruption Laws", "Transactions With Affiliates", "Cooperation", "Litigations", "Indemnifications", "Employment", "Enforcements", "Vacations", "Use Of Proceeds", "Change In Control", "Compliance With Laws", "Terminations", "General", "Confidentiality", "Further Assurances", "Definitions", "Records", "Assigns", "Positions", "Construction"], "gold": ["Construction"]}
+{"input": "If any one or more of the provisions hereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.", "references": ["Use Of Proceeds", "Defined Terms", "Notices", "Construction", "Anti-Corruption Laws", "Assigns", "Jurisdictions", "Agreements", "Arbitration", "Solvency", "Erisa", "Sanctions", "Waiver Of Jury Trials", "Waivers", "Publicity", "Authority", "Counterparts", "Employment", "Financial Statements", "Miscellaneous", "Submission To Jurisdiction", "Releases", "Base Salary", "Headings", "Effectiveness", "No Defaults", "Vacations", "Costs", "Insurances", "Organizations", "Severability"], "gold": ["Severability"]}
+{"input": "Neither the Borrower nor the Servicer will change its name, change its mailing address, identity, state of incorporation, corporate structure or organizational identification number, if any, or relocate its chief executive office or any office where Records are kept unless it shall have: (a) given the Administrative Agent at least forty-five (45) days\u2019 prior written notice thereof and (b) delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.", "references": ["Duties", "No Defaults", "Use Of Proceeds", "Submission To Jurisdiction", "Litigations", "Enforceability", "Interests", "Definitions", "Positions", "Terminations", "Sanctions", "Sales", "Expenses", "Releases", "Enforcements", "Closings", "No Waivers", "Authority", "Existence", "Consent To Jurisdiction", "Consents", "Applicable Laws", "Base Salary", "Further Assurances", "Counterparts", "Approvals", "Withholdings", "General", "Assignments", "Assigns", "Records"], "gold": ["Records"]}
+{"input": "Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that the Borrower and its Subsidiaries on a consolidated basis are Solvent before and after giving effect to the funding of the Term Loan A and any Revolving Loans on the Closing Date and the consummation of the other transactions contemplated herein.", "references": ["Defined Terms", "Benefits", "Representations", "Books", "Jurisdictions", "Adjustments", "Death", "No Waivers", "Consent To Jurisdiction", "Taxes", "Subsidiaries", "Existence", "Vesting", "Publicity", "Further Assurances", "Survival", "Indemnifications", "Qualifications", "Tax Withholdings", "Binding Effects", "General", "Consents", "Use Of Proceeds", "Change In Control", "Compliance With Laws", "Enforceability", "Brokers", "Arbitration", "Authority", "Base Salary", "Solvency"], "gold": ["Solvency"]}
+{"input": "Unless this Agreement is terminated under Section 7 (n) , the representations and warranties of the Buyer, the Company and C\u00dcR Media contained in Sections 2, 3 and 4, respectively, the agreements and covenants set forth in Sections 5 and 8 shall survive the Closing for a period of twelve (12) months following the date on which the New Note is repaid in full. The Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.", "references": ["Effectiveness", "Change In Control", "Enforcements", "No Conflicts", "Costs", "Warranties", "Base Salary", "Withholdings", "Sanctions", "Compliance With Laws", "Adjustments", "Headings", "Integration", "Financial Statements", "Erisa", "Counterparts", "Entire Agreements", "Assignments", "Defined Terms", "Brokers", "Binding Effects", "Jurisdictions", "Books", "Records", "Terms", "Positions", "Sales", "Interpretations", "Assigns", "Participations", "Survival"], "gold": ["Survival"]}
+{"input": "All covenants, representations and warranties made herein shall continue in full force and effect so long as any Purchased Receivables remain outstanding and this Agreement remains in effect. Seller\u2019s and the Servicer\u2019s obligations to indemnify the Buyer with respect to the expenses, damages, losses, costs and liabilities shall survive until all applicable statute of limitations periods with respect to actions that may be brought against the Buyer have run.", "references": ["Effectiveness", "Organizations", "Sales", "Brokers", "Terms", "Releases", "Cooperation", "Positions", "Approvals", "Expenses", "Agreements", "Vesting", "Arbitration", "Compliance With Laws", "Liens", "Submission To Jurisdiction", "Assignments", "Records", "Change In Control", "Adjustments", "Duties", "Forfeitures", "Headings", "Assigns", "Representations", "Enforceability", "Effective Dates", "Anti-Corruption Laws", "No Defaults", "Indemnifications", "Survival"], "gold": ["Survival"]}
+{"input": "Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration in Tampa, Florida in accordance with the employment arbitration rules of the American Arbitration Association then in effect. Judgment may be entered in the arbitrator's award in any court having jurisdiction. Such arbitration shall occur only after the parties have attempted to resolve the dispute or controversy by mediation under mutually agreeable terms.", "references": ["Counterparts", "Construction", "Expenses", "Books", "Solvency", "Transactions With Affiliates", "Assignments", "Vesting", "Existence", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Interests", "Titles", "Participations", "Assigns", "Indemnifications", "Use Of Proceeds", "Releases", "Organizations", "General", "Defined Terms", "Headings", "Specific Performance", "Publicity", "Costs", "Taxes", "Non-Disparagement", "Severability", "Authority", "Indemnity", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The parties hereto recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any party which may be injured (in addition to any other remedies which may be available to that party) shall be entitled (without the need to post any bond, surety, or other security) to one or more preliminary or permanent orders (a) restraining and enjoining any act which would constitute a breach or (b) compelling the performance of any obligation which, if not performed, would constitute a breach. Each party hereto further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.", "references": ["Counterparts", "Interpretations", "Enforcements", "Venues", "Effectiveness", "Sales", "Assignments", "Vacations", "Forfeitures", "No Conflicts", "Benefits", "Waiver Of Jury Trials", "Interests", "Applicable Laws", "Terminations", "Insurances", "Enforceability", "Brokers", "Compliance With Laws", "Terms", "Death", "Participations", "Expenses", "Withholdings", "Authorizations", "Remedies", "Non-Disparagement", "Notices", "Binding Effects", "Taxes", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "This letter agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. Any action, suit or other legal proceeding arising under or relating to any provision of this letter agreement must be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within the Commonwealth of Massachusetts, and the Company and you each consents to the jurisdiction of such a court. IF AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS LETTER AGREEMENT OR THE RELEASE IT CONTEMPLATES.", "references": ["Litigations", "Indemnifications", "Sanctions", "Integration", "Assigns", "Use Of Proceeds", "Entire Agreements", "Powers", "Closings", "Fees", "Adjustments", "Confidentiality", "Enforceability", "Consents", "Disability", "Benefits", "Amendments", "Liens", "Forfeitures", "Effectiveness", "Authority", "Financial Statements", "Payments", "Titles", "Venues", "Further Assurances", "Counterparts", "Authorizations", "Vesting", "Taxes", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice that either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to the Company, at its office at 120 Mountain View Blvd, Basking Ridge, NJ 07920, Attn: Human Resources, or at such other address as the Company by notice to the Participant may designate in writing from time to time; and if to the Participant, at the address shown below his or her signature on the Certificate, or at such other address as the Participant by notice to the Company may designate in writing from time to time. Notices shall be effective upon receipt.", "references": ["Participations", "Insurances", "Approvals", "Non-Disparagement", "Sanctions", "Consent To Jurisdiction", "Forfeitures", "Sales", "Releases", "Agreements", "Consents", "Warranties", "Severability", "Books", "Use Of Proceeds", "Erisa", "Enforceability", "Miscellaneous", "Survival", "Cooperation", "Benefits", "Vesting", "Withholdings", "Assignments", "Death", "Base Salary", "No Conflicts", "Definitions", "Records", "Disability", "Notices"], "gold": ["Notices"]}
+{"input": "Each Loan Party will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of Agent, in writing, execute or deliver to Agent any and all financing statements, security agreements, pledges, assignments, opinions of counsel, and all other documents (the \u201c Additional Documents \u201d) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent\u2019s Liens in all of the assets of each of the Loan Parties (whether now owned or hereafter arising or acquired, tangible or intangible), and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, if any Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time not to exceed 10 days following the request to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party\u2019s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request, in writing, from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of the Loan Parties, including all of the outstanding capital Equity Interests of each Borrower and its Subsidiaries (in each case, other than with respect to any assets consisting of Excluded Collateral) pursuant to Section\u00a03 of the Guaranty and Security Agreement).", "references": ["Consent To Jurisdiction", "Records", "Authorizations", "Releases", "Qualifications", "Confidentiality", "Cooperation", "Organizations", "Miscellaneous", "Brokers", "Enforceability", "Solvency", "Positions", "Participations", "Non-Disparagement", "Closings", "Defined Terms", "Authority", "No Defaults", "Sales", "Waivers", "Vacations", "Construction", "Definitions", "Applicable Laws", "Fees", "Compliance With Laws", "Tax Withholdings", "Warranties", "Existence", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "In the event that any provision of ther Agreement shall be determined to be invalid or unenforceable, such provision shall be enforceable in any other jurisdiction in which valid and enforceable and in any event the remaining provisions hereof shall remain in full force and effect to the fullest extent permitted by law.", "references": ["Agreements", "Closings", "Capitalization", "Forfeitures", "Sanctions", "General", "Insurances", "Amendments", "Taxes", "Liens", "Waivers", "Governing Laws", "Authority", "Arbitration", "Indemnifications", "Indemnity", "Interests", "Headings", "Qualifications", "Anti-Corruption Laws", "Modifications", "Specific Performance", "Subsidiaries", "Consents", "Counterparts", "Participations", "Disclosures", "Venues", "Binding Effects", "Litigations", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to the principles of conflicts of laws. Any legal proceeding arising out of or relating to this Agreement will be instituted in a state or federal court in the State of Utah, and Executive and the Company hereby consent to the personal and exclusive jurisdiction of such court(s) and hereby waive any objection(s) that they may have to personal jurisdiction, the laying of venue of any such proceeding and any claim or defense of inconvenient forum.", "references": ["No Conflicts", "Consent To Jurisdiction", "Financial Statements", "Applicable Laws", "Withholdings", "Terminations", "Payments", "Jurisdictions", "Enforceability", "Effective Dates", "Liens", "Definitions", "Subsidiaries", "Costs", "Litigations", "Taxes", "Interests", "Cooperation", "Intellectual Property", "Waivers", "Disability", "Fees", "Existence", "Powers", "Books", "Terms", "Entire Agreements", "Headings", "Specific Performance", "No Defaults", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.", "references": ["Miscellaneous", "Insurances", "Records", "Organizations", "Survival", "Liens", "Terminations", "Modifications", "Existence", "Change In Control", "Representations", "Sanctions", "Vacations", "Employment", "Agreements", "Consents", "Authorizations", "Successors", "Vesting", "Definitions", "Governing Laws", "Binding Effects", "Withholdings", "Authority", "Qualifications", "Effectiveness", "Transactions With Affiliates", "Compliance With Laws", "Jurisdictions", "Anti-Corruption Laws", "Severability"], "gold": ["Severability"]}
+{"input": "A closing shall take place at 5445 Oceanus Drive STE 102, Huntington Beach, CA 92649 on January 25th, 2018 at a mutually agreed upon time unless the sale is postponed by the parties, (the \"Closing\").", "references": ["Disclosures", "Terms", "Benefits", "Approvals", "Indemnifications", "Waiver Of Jury Trials", "Entire Agreements", "Positions", "Financial Statements", "Indemnity", "Cooperation", "Vesting", "Adjustments", "Fees", "Successors", "Effectiveness", "Warranties", "Participations", "Severability", "Use Of Proceeds", "Modifications", "Base Salary", "Interests", "Death", "Powers", "Binding Effects", "Applicable Laws", "Employment", "Existence", "Enforceability", "Closings"], "gold": ["Closings"]}
+{"input": "The Corporation hereby employs the Executive, and the Executive hereby accepts such employment and agrees to serve the Corporation, for the Term (defined below), in the capacities and subject to and upon the terms and conditions hereinafter set forth.", "references": ["General", "Solvency", "Taxes", "Enforceability", "Venues", "No Conflicts", "Erisa", "Withholdings", "Warranties", "Powers", "Benefits", "Fees", "Cooperation", "Binding Effects", "Positions", "Indemnifications", "Terms", "Closings", "Indemnity", "Waivers", "Releases", "Litigations", "Counterparts", "Governing Laws", "Approvals", "Costs", "Representations", "No Waivers", "Forfeitures", "Subsidiaries", "Employment"], "gold": ["Employment"]}
+{"input": "All headings used herein are for convenience and reference purposes only and shall not affect the substance of this Loan Agreement.", "references": ["Taxes", "Fees", "Insurances", "Arbitration", "Governing Laws", "Non-Disparagement", "Assignments", "Modifications", "Interests", "Authority", "Specific Performance", "Terms", "Assigns", "Powers", "Titles", "Existence", "Books", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Confidentiality", "Compliance With Laws", "Duties", "Waivers", "Capitalization", "Survival", "Financial Statements", "Representations", "Adjustments", "Participations", "Vesting", "Headings"], "gold": ["Headings"]}
+{"input": "Any amendment to the Plan shall be deemed to be an amendment to this Award Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this Award Agreement without your consent.", "references": ["Effective Dates", "Specific Performance", "Effectiveness", "Definitions", "Records", "Further Assurances", "Construction", "Positions", "Survival", "Cooperation", "Notices", "Warranties", "Death", "Existence", "Fees", "Vacations", "Interests", "Adjustments", "Capitalization", "Forfeitures", "Terms", "General", "Duties", "Releases", "Employment", "Assigns", "Participations", "Severability", "Enforcements", "Assignments", "Amendments"], "gold": ["Amendments"]}
+{"input": "For purposes of this Section 3.01 , the term \u201capplicable law\u201d includes FATCA.", "references": ["Existence", "Participations", "No Conflicts", "Assigns", "Interpretations", "Transactions With Affiliates", "Liens", "Indemnifications", "Closings", "Employment", "Insurances", "Specific Performance", "Subsidiaries", "Submission To Jurisdiction", "Death", "Disability", "Releases", "Notices", "Approvals", "Arbitration", "Organizations", "Base Salary", "Amendments", "Vesting", "Positions", "Intellectual Property", "Interests", "Definitions", "Financial Statements", "Books", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Loan Documents embody the entire agreement and understanding among the Borrower, the Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Agent and the Lenders relating to the subject matter thereof other than the Fee Letter.", "references": ["Notices", "Modifications", "Adjustments", "Records", "Definitions", "Employment", "Authorizations", "Enforceability", "Disability", "Brokers", "Payments", "Death", "Intellectual Property", "Titles", "Benefits", "Consents", "Compliance With Laws", "Confidentiality", "Disclosures", "Waiver Of Jury Trials", "Binding Effects", "Counterparts", "Enforcements", "Fees", "Warranties", "General", "Interests", "Agreements", "Duties", "Participations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Subject to earlier termination as provided below, this Agreement will be in effect from and after the Original Effective Date until September 30, 2021 (the \u201c Term \u201d). Thereafter, the Term may be renewed by mutual written agreement.", "references": ["Records", "Consents", "Insurances", "Effective Dates", "General", "Fees", "Warranties", "Non-Disparagement", "Amendments", "Adjustments", "Powers", "Headings", "Intellectual Property", "Closings", "Governing Laws", "Qualifications", "Enforceability", "Interests", "Costs", "Indemnifications", "Litigations", "Effectiveness", "Counterparts", "Erisa", "Organizations", "Employment", "Jurisdictions", "Entire Agreements", "Participations", "Agreements", "Terms"], "gold": ["Terms"]}
+{"input": "The Company shall not, and shall use its reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section\u00a02 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to Purchaser, or that will be integrated with the offer or sale of the Securities for purposes of the rules\u00a0and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction, the transactions contemplated hereby or (other than the Stockholder Approval) the issuance of the Conversion Shares.", "references": ["Approvals", "Titles", "Defined Terms", "Miscellaneous", "Releases", "Positions", "Headings", "Specific Performance", "Costs", "Indemnity", "Tax Withholdings", "Cooperation", "No Waivers", "Withholdings", "Applicable Laws", "Financial Statements", "Transactions With Affiliates", "Closings", "Organizations", "Intellectual Property", "Adjustments", "Death", "Existence", "Anti-Corruption Laws", "Confidentiality", "Terminations", "Qualifications", "Compliance With Laws", "Forfeitures", "Disclosures", "Integration"], "gold": ["Integration"]}
+{"input": "The Borrower shall pay to the Administrative Agent and the Banks such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.", "references": ["No Waivers", "Governing Laws", "No Defaults", "Death", "Submission To Jurisdiction", "Enforcements", "Assigns", "Change In Control", "Closings", "Payments", "Insurances", "Effective Dates", "No Conflicts", "Capitalization", "Sanctions", "Non-Disparagement", "Consents", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Tax Withholdings", "Erisa", "Effectiveness", "Base Salary", "Warranties", "Transactions With Affiliates", "Representations", "Titles", "Cooperation", "Binding Effects", "Construction", "Fees"], "gold": ["Fees"]}
+{"input": "No amendment or modification of this Agreement shall be deemed effective unless made in writing signed by the parties hereto.", "references": ["Effective Dates", "Payments", "Counterparts", "Notices", "Consent To Jurisdiction", "Financial Statements", "Transactions With Affiliates", "Representations", "Non-Disparagement", "No Defaults", "Expenses", "Miscellaneous", "Forfeitures", "Effectiveness", "Remedies", "Base Salary", "Waiver Of Jury Trials", "Applicable Laws", "Powers", "Submission To Jurisdiction", "Authorizations", "Disability", "Enforceability", "Jurisdictions", "Duties", "Enforcements", "Terms", "Headings", "Intellectual Property", "Fees", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each of the Lenders and each Issuing Lender (on behalf of itself and each of its Affiliates) hereby irrevocably appoints CoBank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article\u00a0X are solely for the benefit of the Administrative Agent, the Lenders, the Affiliates of the Lenders who are Secured Parties and each Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term \u201c agent \u201d herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.", "references": ["Severability", "Duties", "Binding Effects", "Powers", "Effectiveness", "Taxes", "Waiver Of Jury Trials", "Records", "Submission To Jurisdiction", "General", "Employment", "Assigns", "Tax Withholdings", "Waivers", "Publicity", "Construction", "Governing Laws", "No Waivers", "Benefits", "Enforceability", "No Conflicts", "Expenses", "Modifications", "Forfeitures", "Amendments", "Arbitration", "Authorizations", "Closings", "Warranties", "Transactions With Affiliates", "Authority"], "gold": ["Authority"]}
+{"input": "The term of this Agreement shall commence on the Effective Date and continue through midnight on April 24, 2022, unless earlier terminated in accordance with Article IV. This Agreement may be extended by mutual agreement of the parties in writing. No later than forty-five (45) days before the fourth (4 th ) anniversary of the Effective Date, the Company shall notify Executive whether or not the Company will extend his employment beyond the term of this Agreement. In the event the Company declines to extend Executive\u2019s employment, upon the actual termination of this Agreement (whether by its expiration or by the Company without Cause), Executive shall receive the compensation and benefits outlined in Section 4.3 as though the Company had terminated Executive\u2019s employment without Cause. For the avoidance of doubt, in the event Executive declines to extend this Agreement other than for Good Reason (as defined in Section 1.6 and as provided for in Section 4.4), he shall not be entitled to receive the compensation and benefits outlined in Section 4.3.", "references": ["Duties", "Benefits", "Vacations", "Expenses", "Cooperation", "No Conflicts", "Publicity", "Disclosures", "Assignments", "Enforceability", "Integration", "Participations", "Intellectual Property", "Employment", "Sanctions", "Enforcements", "Authorizations", "Severability", "Headings", "Warranties", "Binding Effects", "No Defaults", "Subsidiaries", "Arbitration", "Effective Dates", "Base Salary", "Use Of Proceeds", "Capitalization", "Consents", "Transactions With Affiliates", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement shall be governed and construed in accordance with the internal laws of the State of Texas without resort to choice of law principles. The provisions of Paragraphs 7(D), 8, 9, and 10 shall survive the termination of this Agreement for any reason whatsoever.", "references": ["Entire Agreements", "Existence", "Anti-Corruption Laws", "Expenses", "Qualifications", "Governing Laws", "Remedies", "Publicity", "Applicable Laws", "Successors", "No Waivers", "Further Assurances", "Terminations", "Disclosures", "Compliance With Laws", "Duties", "Binding Effects", "Effective Dates", "Headings", "Financial Statements", "Subsidiaries", "Closings", "Modifications", "Withholdings", "Tax Withholdings", "Agreements", "Arbitration", "Confidentiality", "Authorizations", "Death", "Survival"], "gold": ["Survival"]}
+{"input": "Such Originator has (i)\u00a0timely filed all tax returns (federal, state and local) and reports required to be filed by it and (ii)\u00a0paid, or caused to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP, except in the case of clauses (i)\u00a0and (ii) above, where failure to do so could not reasonably be expected to have a Material Adverse Effect.", "references": ["Successors", "Enforceability", "Amendments", "Organizations", "Non-Disparagement", "Existence", "Disability", "Headings", "Death", "Disclosures", "Confidentiality", "General", "Compliance With Laws", "Closings", "Terminations", "Payments", "Interests", "Authorizations", "Forfeitures", "Vesting", "Erisa", "Modifications", "Use Of Proceeds", "Duties", "Intellectual Property", "Representations", "Subsidiaries", "Releases", "Defined Terms", "Sales", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date.\u00a0\u00a0All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Effective Date.", "references": ["Forfeitures", "Use Of Proceeds", "Withholdings", "Applicable Laws", "Compliance With Laws", "Intellectual Property", "Assignments", "Representations", "Closings", "Notices", "Authority", "Disability", "Expenses", "Binding Effects", "Effectiveness", "Severability", "Entire Agreements", "Qualifications", "Indemnity", "Releases", "Death", "Books", "Terms", "Insurances", "Liens", "Interests", "Organizations", "Governing Laws", "Indemnifications", "No Defaults", "Fees"], "gold": ["Fees"]}
+{"input": "Borrower has filed or caused to be filed all federal, state or local tax returns which are required to be filed, and has paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, except where such taxes or other assessments are being contested in good faith with adequate reserves therefore and as otherwise permitted by the provisions of this Agreement or to the extent that the failure to pay such taxes or assessments could not reasonably be expected to have a Material Adverse Effect.", "references": ["Fees", "Forfeitures", "Approvals", "Releases", "Waiver Of Jury Trials", "Warranties", "Waivers", "Employment", "Assigns", "Survival", "Specific Performance", "Effective Dates", "Indemnity", "Entire Agreements", "Non-Disparagement", "Terms", "Counterparts", "Remedies", "Governing Laws", "Compliance With Laws", "Titles", "Payments", "Subsidiaries", "No Defaults", "Arbitration", "Erisa", "Records", "Litigations", "Expenses", "Applicable Laws", "Taxes"], "gold": ["Taxes"]}
+{"input": "The parties to each assignment shall deliver to the Administrative Agent (A)\u00a0a duly executed Assignment and Acceptance, (B)\u00a0a processing and recordation fee of $3,500 (or such lesser amount as the Administrative Agent may agree) , (C)\u00a0an Administrative Questionnaire unless the assignee is already a Lender of the applicable Class\u00a0and (D)\u00a0the documents required under Section\u00a02.20 if such assignee is a Foreign Lender.", "references": ["Amendments", "Death", "Tax Withholdings", "Governing Laws", "Benefits", "Sales", "Consents", "Authorizations", "Consent To Jurisdiction", "Definitions", "Notices", "Books", "Arbitration", "Participations", "Powers", "Subsidiaries", "Severability", "Headings", "Qualifications", "Duties", "Jurisdictions", "Miscellaneous", "Litigations", "Indemnity", "Transactions With Affiliates", "Terms", "Agreements", "Organizations", "Fees", "Vesting", "Assignments"], "gold": ["Assignments"]}
+{"input": "With respect to the minimum statutory tax withholding required with respect to the Award, the Participant may elect to satisfy such withholding requirements by tender of previously-acquired shares of Stock or by having the Company withhold shares of Stock in accordance with Section 16 of the Plan.", "references": ["Assignments", "Integration", "Titles", "No Defaults", "Positions", "Withholdings", "Confidentiality", "Erisa", "Base Salary", "Jurisdictions", "Compliance With Laws", "Remedies", "Effectiveness", "Vesting", "Liens", "Duties", "Insurances", "Capitalization", "Successors", "Participations", "Litigations", "Closings", "Consents", "Entire Agreements", "Subsidiaries", "Use Of Proceeds", "Definitions", "Interests", "Vacations", "Benefits", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Plan is an unfunded deferred compensation arrangement. Neither the Company nor any Participating Employer shall be required to establish a trust or to in any way segregate assets for purposes of funding or otherwise providing benefits under the Plan. The Company or one of the Participating Employers may, however, in their sole discretion, establish and maintain an unfunded grantor trust with one or more persons selected by the Committee to act as Trustee. If a Trustee is so appointed, such Trustee shall hold, manage, administer and invest the assets of the Trust, reinvest any income, and make distributions in accordance with the directions of the Committee and the provisions of the Plan and Trust. The trust agreement shall be in such form and contain such provisions as the Committee deems necessary and appropriate to effectuate the purposes of the Plan. The terms and provisions of the trust agreement shall control in case of a conflict between the terms and provisions of such agreement and the terms and provisions of the Plan.", "references": ["Change In Control", "Records", "Entire Agreements", "Amendments", "Definitions", "Disability", "Remedies", "Tax Withholdings", "Positions", "Adjustments", "Construction", "Terms", "Taxes", "Approvals", "Titles", "Severability", "Forfeitures", "Duties", "Brokers", "Anti-Corruption Laws", "Interests", "Defined Terms", "Publicity", "Compliance With Laws", "No Defaults", "Solvency", "Warranties", "Transactions With Affiliates", "Benefits", "Submission To Jurisdiction", "General"], "gold": ["General"]}
+{"input": "The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, including, without limitation, the FFC Subordinated Debt Documents, the Roundball Subordinated Debt Documents and the CAD Subordinated Debt Documents, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, except in the case of subparts (b) and (c) to the extent that such violation or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.", "references": ["Enforcements", "Binding Effects", "Severability", "Successors", "Organizations", "Disability", "Change In Control", "Terms", "Venues", "Erisa", "Transactions With Affiliates", "Approvals", "Indemnifications", "Death", "Intellectual Property", "Amendments", "Modifications", "Taxes", "Closings", "Sanctions", "Headings", "Terminations", "Construction", "Powers", "Consent To Jurisdiction", "Liens", "Arbitration", "Fees", "Waivers", "Vacations", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement and the Confidentiality and Assignment Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, including the Prior Agreement (other than Sections __ and __ thereof), between the Parties concerning such subject matter; provided that, the restrictions set forth in Section 4 of the Confidentiality and Assignment Agreement shall not apply following the Restricted Period.", "references": ["Remedies", "Employment", "Miscellaneous", "Use Of Proceeds", "Consent To Jurisdiction", "No Conflicts", "Entire Agreements", "Powers", "Warranties", "Authority", "Cooperation", "Taxes", "Costs", "Amendments", "Insurances", "Change In Control", "No Waivers", "Waivers", "Construction", "Terms", "Counterparts", "Liens", "Titles", "Enforcements", "Representations", "Brokers", "Indemnity", "Participations", "Interests", "General", "Integration"], "gold": ["Integration"]}
+{"input": "This Agreement contains all of the understandings and agreements of the parties with respect to the subject matter discussed herein. All prior agreements, whether written or oral, are merged herein and shall be of no force or effect.", "references": ["Enforcements", "Base Salary", "Counterparts", "Employment", "Submission To Jurisdiction", "Payments", "Positions", "Subsidiaries", "Successors", "Defined Terms", "Powers", "Warranties", "Representations", "Non-Disparagement", "Brokers", "Duties", "Qualifications", "General", "Remedies", "Vacations", "Headings", "Applicable Laws", "Erisa", "Change In Control", "Publicity", "Participations", "Interpretations", "Assignments", "Waivers", "Use Of Proceeds", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Obligor shall, and shall cause each of its Restricted Subsidiaries to, use the proceeds of the issuance and sale of the Notes solely (a) together with the proceeds of borrowings on the Closing Date under the First Lien Facilities and cash on hand on the Closing Date, to pay a portion of the purchase consideration for the Closing Date Acquisition and consummate the Closing Date Refinancing, and (b) to pay the Transaction Expenses. No portion of the proceeds shall be used in any manner that causes or might cause such application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.", "references": ["Disclosures", "Powers", "Notices", "Modifications", "Confidentiality", "Cooperation", "Existence", "Assignments", "Venues", "Effectiveness", "Solvency", "Organizations", "Intellectual Property", "No Conflicts", "Vacations", "Specific Performance", "Change In Control", "Interests", "Expenses", "Payments", "Submission To Jurisdiction", "Tax Withholdings", "Anti-Corruption Laws", "Authority", "Positions", "Headings", "Enforceability", "Withholdings", "Remedies", "Forfeitures", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Landlord s hall not be liable to Tenant for any damage to Tenant or Tenant's property from any cause. Tenant waives all claims against Landlord for damage to person or property arising for any reason, except that Landlord shall be liable to Tenant for damage to Tenant resulting from the ac ts or omissions of Landlord or its authorized representatives.", "references": ["Governing Laws", "Definitions", "Notices", "Compliance With Laws", "Powers", "Interpretations", "Successors", "Sales", "Benefits", "Erisa", "Miscellaneous", "Amendments", "Specific Performance", "Arbitration", "Vacations", "Defined Terms", "Remedies", "Positions", "Sanctions", "Authority", "Qualifications", "No Conflicts", "Enforceability", "Employment", "Counterparts", "Costs", "General", "Approvals", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Executive agrees that at all times during and after the Employment Term, Executive will not engage in any conduct that is injurious to the reputation or interests of Company, including, but not limited to, making disparaging comments (or inducing or encouraging others to make disparaging comments) about Company, any of Company\u2019s members, directors, officers, employees or agents, or Company\u2019s operations, financial condition, prospects, products or services. However, nothing in this Agreement shall prohibit Executive from: exercising protected rights under Section 7 of the National Labor Relations Act; filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer any law, rule, or regulation; testifying truthfully in any forum or before any government agency responsible for enforcing any law, rule, or regulation; reporting possible violations of any law, rule or regulation to any governmental agency or entity charged with enforcement of any law, rule or regulation; or making other disclosures that are protected under whistleblower provisions of any law, rule or regulation.", "references": ["Representations", "Tax Withholdings", "Effectiveness", "Remedies", "Vesting", "Benefits", "Enforcements", "Litigations", "Releases", "Expenses", "Interpretations", "Agreements", "Arbitration", "Binding Effects", "Headings", "Assignments", "Cooperation", "Anti-Corruption Laws", "Duties", "Change In Control", "Amendments", "Further Assurances", "Positions", "Counterparts", "Intellectual Property", "Governing Laws", "Fees", "Venues", "Confidentiality", "Integration", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company may fully assign and transfer this Agreement in whole or part.", "references": ["Costs", "Titles", "Miscellaneous", "No Defaults", "Governing Laws", "Use Of Proceeds", "Disability", "Indemnifications", "Litigations", "Employment", "Vesting", "Capitalization", "Releases", "Duties", "No Conflicts", "Consent To Jurisdiction", "Disclosures", "Participations", "Insurances", "Subsidiaries", "Vacations", "Tax Withholdings", "Erisa", "Enforcements", "Liens", "Waiver Of Jury Trials", "Terminations", "Base Salary", "Sanctions", "Cooperation", "Assignments"], "gold": ["Assignments"]}
+{"input": "(a) The Loans comprising each ABR Borrowing (including each Swingline Advance) shall bear interest at the ABR plus the Applicable Margin.", "references": ["Participations", "Sales", "Withholdings", "Change In Control", "Intellectual Property", "Anti-Corruption Laws", "Duties", "Interpretations", "No Waivers", "Enforceability", "Compliance With Laws", "Waiver Of Jury Trials", "Base Salary", "Severability", "Effective Dates", "Confidentiality", "No Defaults", "Subsidiaries", "Transactions With Affiliates", "Positions", "Successors", "Headings", "Death", "Records", "Binding Effects", "Indemnity", "Consent To Jurisdiction", "Assigns", "Adjustments", "Fees", "Interests"], "gold": ["Interests"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase an aggregate of $600,000 in Subscription Amount in connection with the Principal Amount of the Note. At the Closing, the Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the Subscription Amount, and the Company shall deliver to the Purchaser the Note, and the Company and the Purchaser shall deliver the other items set forth in Section 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for the Closing, the Closing shall occur at the offices of Lucosky Brookman LLP, located at 101 Wood Avenue South, 5th Floor, Woodbridge, New Jersey 08830, or such other location as the parties shall mutually agree.", "references": ["Publicity", "Vacations", "Assigns", "Submission To Jurisdiction", "Authorizations", "Binding Effects", "Fees", "Agreements", "Entire Agreements", "Intellectual Property", "Payments", "Headings", "Further Assurances", "Indemnifications", "Interests", "Sanctions", "Jurisdictions", "No Conflicts", "Records", "Tax Withholdings", "Insurances", "Miscellaneous", "Representations", "Authority", "Arbitration", "Confidentiality", "Liens", "Death", "Survival", "Brokers", "Closings"], "gold": ["Closings"]}
+{"input": "During the Employment Period, Executive shall have complete responsibility for and authority over all day-to-day operations of the Company. Additionally, during the Employment Period, Executive shall devote substantially all of his business time, during normal business hours, to the business and affairs of the Company and Executive shall use his 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 his duties and responsibilities hereunder, to serve on corporate, civic or charitable boards or committees, or to continue to serve as an investment adviser. The Executive shall provide advance notice to the Board of any corporate, civic or charitable board position of which he is offered and desires to undertake.", "references": ["Organizations", "Assigns", "Binding Effects", "Headings", "Taxes", "No Waivers", "Erisa", "Death", "Adjustments", "Waiver Of Jury Trials", "Integration", "Fees", "Further Assurances", "Specific Performance", "Sales", "Insurances", "Positions", "Agreements", "Base Salary", "Vesting", "Subsidiaries", "General", "Books", "Publicity", "Severability", "Disclosures", "Notices", "Representations", "Amendments", "Existence", "Duties"], "gold": ["Duties"]}
+{"input": "During the Employment Period, the Executive shall serve as the Company\u2019s Executive Vice President and Chief Business Officer. In such position, the Executive\u2019s responsibilities shall include leading corporate strategy, business development, and corporate communications/investor relations. The Executive shall be based at the Company\u2019s headquarters in New Haven, Connecticut, or such place or places in the continental United States as the Company\u2019s Chief Executive Officer (\u201cCEO\u201d) shall determine. The Executive shall be subject to the supervision of, and shall have such authority as is delegated to the Executive by, the CEO or the Board of Directors of the Company (the \u201cBoard\u201d). The Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the CEO or the Board shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period. Notwithstanding the foregoing, the Executive may serve on a board of directors of a public or private company following the prior written approval of the CEO and the Board of Directors, provided that any such board service does not, in the judgment of the CEO and/or the Board, interfere in any material respect with the performance of the Executive\u2019s duties for the Company, create a conflict of interest, or otherwise violate this Agreement or any other written agreement between the Company and the Executive, including the Restrictive Covenant Agreement (as defined below). The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company. The Executive will be eligible to participate in the Company\u2019s performance review process.", "references": ["Transactions With Affiliates", "Successors", "Vesting", "Taxes", "Submission To Jurisdiction", "Applicable Laws", "Amendments", "Use Of Proceeds", "Counterparts", "Non-Disparagement", "Venues", "Representations", "Binding Effects", "Powers", "Records", "Arbitration", "Indemnifications", "Brokers", "Consents", "Duties", "Waivers", "Death", "Capitalization", "Existence", "Costs", "Authority", "Terms", "No Waivers", "Sales", "Warranties", "Titles"], "gold": ["Titles"]}
+{"input": "The Plan shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of Delaware (without reference to principles of conflicts of laws) shall govern the operation of, and the rights of Grantees under, the Plan, and Awards granted thereunder.", "references": ["Venues", "Erisa", "Transactions With Affiliates", "Enforceability", "Arbitration", "Powers", "Amendments", "General", "Indemnifications", "Assignments", "Taxes", "Terminations", "Further Assurances", "Adjustments", "Enforcements", "Existence", "Duties", "Definitions", "Effectiveness", "Brokers", "Effective Dates", "Defined Terms", "Litigations", "Warranties", "Costs", "Consent To Jurisdiction", "Integration", "Books", "Financial Statements", "Employment", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Executive agrees that Executive will reasonably cooperate with the Company and its Affiliates, and its counsel, in connection with any investigation, inquiry, administrative proceeding or litigation relating to any matter in which Executive becomes involved or of which Executive has knowledge as a result of Executive\u2019s service with the Company by providing truthful information. The Company agrees to promptly reimburse Executive for reasonable expenses approved in writing in advance of being incurred (including travel expenses, attorneys\u2019 fees and other expenses of counsel) by Executive, in connection with Executive\u2019s cooperation pursuant to this Section 7. Such reimbursements shall be made within sixty (60) days following Executive\u2019s submission of a written invoice to the Company describing such expenses in reasonable detail, and in no event later than the calendar year following the year in which the expenses are incurred. Executive agrees that, in the event Executive is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to Executive\u2019s employment by the Company, Executive will, to the extent not legally prohibited from doing so, give prompt notice of such request to the Company\u2019s General Counsel so that the Company may contest the right of the requesting person or entity to such disclosure before making such disclosure. Nothing in this provision shall require Executive to violate Executive\u2019s obligation to comply with valid legal process. Executive shall also not, directly or indirectly, direct, encourage, assist, or advise any non-governmental third party to institute, commence or prosecute any claims, rights or causes of action in law or in equity in any forum or proceeding whatsoever against any of the Company Entities and Persons.", "references": ["Severability", "Records", "Costs", "Anti-Corruption Laws", "Defined Terms", "Enforceability", "Submission To Jurisdiction", "Representations", "Authority", "Indemnifications", "Terminations", "No Conflicts", "Jurisdictions", "Change In Control", "Qualifications", "Arbitration", "Cooperation", "Survival", "Insurances", "Forfeitures", "Interests", "Base Salary", "Disclosures", "Intellectual Property", "Enforcements", "Governing Laws", "Capitalization", "Taxes", "Books", "Indemnity", "Litigations"], "gold": ["Litigations"]}
+{"input": "Each Loan Party, and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.", "references": ["Employment", "Governing Laws", "Intellectual Property", "Taxes", "Fees", "Sanctions", "Closings", "Liens", "Confidentiality", "No Waivers", "Duties", "Releases", "Records", "Interpretations", "Jurisdictions", "Forfeitures", "Remedies", "Severability", "General", "Arbitration", "Benefits", "Effective Dates", "Modifications", "Qualifications", "Death", "Headings", "Construction", "Financial Statements", "Books", "Assignments", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Parties agree to promptly sign all documents reasonably requested to give effect to the provisions of this Agreement. In addition, VICI agrees to, at Owner\u2019s sole cost and expense, reasonably cooperate with all applicable Gaming Authorities in connection with the administration of their regulatory jurisdiction over the Owner and the transactions contemplated and described herein, including the provision of such documents and other information as may be requested by such Gaming Authorities.", "references": ["Entire Agreements", "Authority", "Defined Terms", "Adjustments", "Fees", "Sales", "Modifications", "Consent To Jurisdiction", "Tax Withholdings", "Publicity", "Intellectual Property", "Enforceability", "Subsidiaries", "No Waivers", "Participations", "Venues", "Sanctions", "Employment", "Vacations", "Terms", "Brokers", "Applicable Laws", "Confidentiality", "Titles", "Governing Laws", "No Conflicts", "Severability", "Indemnity", "Definitions", "Submission To Jurisdiction", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Program, this Agreement, including the Grant Schedule, and any applicable employment agreement contain the entire understanding of the parties with respect to its subject matter.\u00a0\u00a0There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein.\u00a0\u00a0Any applicable employment agreement and this Agreement, including, without limitation, the Program, supersede all prior agreements and understandings between the parties with respect to its subject matter.", "references": ["Venues", "Confidentiality", "Indemnifications", "Payments", "Forfeitures", "Disability", "Brokers", "Sales", "Consents", "Headings", "Duties", "Amendments", "Disclosures", "Intellectual Property", "Miscellaneous", "Books", "Base Salary", "Employment", "General", "Arbitration", "Fees", "Authorizations", "Representations", "Submission To Jurisdiction", "Survival", "Benefits", "Successors", "Compliance With Laws", "Severability", "Death", "Integration"], "gold": ["Integration"]}
+{"input": "The Purchaser makes the following representations and warranties to the Company.", "references": ["No Conflicts", "Authorizations", "Assigns", "Titles", "Publicity", "Books", "No Defaults", "Notices", "Terms", "Disability", "Tax Withholdings", "Confidentiality", "Agreements", "Severability", "Litigations", "Waiver Of Jury Trials", "Taxes", "Successors", "Closings", "Compliance With Laws", "General", "Indemnifications", "Headings", "Anti-Corruption Laws", "Approvals", "Construction", "Jurisdictions", "Venues", "Authority", "Entire Agreements", "Representations"], "gold": ["Representations"]}
+{"input": "In consideration of the amendments contained herein, the Borrower hereby waives and releases the Administrative Agent and the Lenders from any and all claims and defenses, known or unknown, in each case, arising on or prior to the date hereof with respect to the Credit Agreement and the other Loan Documents and the transactions contemplated thereby.", "references": ["Terminations", "Waivers", "Interpretations", "Cooperation", "Approvals", "Authorizations", "Subsidiaries", "Records", "Existence", "Agreements", "Costs", "No Waivers", "Insurances", "Consent To Jurisdiction", "Qualifications", "Erisa", "Successors", "Positions", "Severability", "Modifications", "Effective Dates", "Anti-Corruption Laws", "Solvency", "Binding Effects", "Organizations", "Applicable Laws", "Assignments", "Amendments", "Sanctions", "Benefits", "Releases"], "gold": ["Releases"]}
+{"input": "Unless otherwise provided by the Committee in an Award agreement: (i)\u00a0the Restricted Period shall lapse with respect to 100% of the Restricted Stock and Restricted Stock Units on the third (3 rd ) anniversary of the Date of Grant; and (ii)\u00a0the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.", "references": ["Brokers", "Disclosures", "Defined Terms", "Successors", "No Conflicts", "Compliance With Laws", "Representations", "Liens", "Terminations", "Consents", "Governing Laws", "Venues", "Entire Agreements", "Erisa", "Forfeitures", "Terms", "Effective Dates", "Effectiveness", "Non-Disparagement", "Taxes", "Interpretations", "Benefits", "Tax Withholdings", "Binding Effects", "Assigns", "Amendments", "Specific Performance", "Publicity", "Miscellaneous", "Indemnity", "Vesting"], "gold": ["Vesting"]}
+{"input": "Immediately after giving effect to this Amendment, (a) no material Default or Unmatured Default shall have occurred and be continuing and (b) the representations and warranties in Article V of the Credit Agreement are true and correct as of the Sixth Amendment Effective Date, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date.", "references": ["Withholdings", "Survival", "Compliance With Laws", "Disclosures", "Construction", "Authority", "Specific Performance", "Headings", "Records", "Cooperation", "Authorizations", "Disability", "Remedies", "Existence", "Definitions", "Releases", "Forfeitures", "Benefits", "Entire Agreements", "Brokers", "Use Of Proceeds", "Warranties", "Governing Laws", "Defined Terms", "Employment", "Anti-Corruption Laws", "Consents", "Vacations", "Representations", "Integration", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "If one or more provisions of this Option Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a)\u00a0such provision will be excluded from this Option Agreement, (b)\u00a0the balance of this Option Agreement will be interpreted as if such provision were so excluded and (c)\u00a0the balance of this Option Agreement will be enforceable in accordance with its terms.", "references": ["Liens", "Construction", "Titles", "Jurisdictions", "Sales", "Records", "Terminations", "General", "No Waivers", "Defined Terms", "Base Salary", "Effectiveness", "Duties", "Modifications", "Waiver Of Jury Trials", "Erisa", "Integration", "Disability", "Qualifications", "Approvals", "Waivers", "Amendments", "Counterparts", "Governing Laws", "Survival", "Adjustments", "Consent To Jurisdiction", "Closings", "Interpretations", "Litigations", "Severability"], "gold": ["Severability"]}
+{"input": "The obligation of the Company to deliver any certificate or book-entry uncertificated shares to the Grantee pursuant to Section 5 hereof shall be subject to the receipt by the Company from the Grantee of any minimum withholding taxes required as a result of the grant of the Award or lapsing of restrictions thereon.\u00a0 The Grantee may satisfy all or part of such withholding tax requirement by electing to require the Company to purchase that number of unrestricted shares of Common Stock designated by the Grantee at a price equal to the Fair Market Value on the date of lapse of the restrictions or, if the Common Stock did not trade on such day, on the first preceding day on which trading occurred.\u00a0 The Company shall have the right, but not the obligation, to sell or withhold such number of unrestricted shares of Common Stock distributable to the Grantee as will provide assets for payment of any tax so required to be paid by the Company for Grantee unless, prior to such sale or withholding, Grantee shall have paid to the Company the amount of such tax.\u00a0 Any balance of the proceeds of such a sale remaining after the payment of such taxes shall be paid over to Grantee.\u00a0 In making any such sale, the Company shall be deemed to be acting on behalf and for the account of Grantee.", "references": ["Litigations", "Submission To Jurisdiction", "Financial Statements", "Waivers", "Venues", "Fees", "Liens", "No Defaults", "Forfeitures", "Survival", "Duties", "Vesting", "Definitions", "Consents", "Consent To Jurisdiction", "Sales", "Anti-Corruption Laws", "Further Assurances", "Governing Laws", "Non-Disparagement", "Modifications", "Taxes", "Approvals", "Change In Control", "Participations", "Subsidiaries", "Records", "Sanctions", "Defined Terms", "Capitalization", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Except as otherwise expressly provided in Section 3 of the Agreement, provided the Participant has not incurred a Termination on or prior to the Regular Vesting Date, the Performance Shares granted under the Grant Notice to which this Agreement relates shall vest upon the date on which the Committee determines and certifies, as applicable, the attainment level of both the EPS Performance Percentage and the RTSR Performance Percentage (the \u201c Regular Vesting Date \u201d) with respect to the Performance Period set forth in the Grant Notice, in each case, as of the last day of the Performance Period, which determination shall be made no later than the seventy-fifth (75 th ) day following the end of the Performance Period. As determined by the Committee, the number of Performance Shares, if any, in which the Participant vests (the \u201c Qualified Performance Shares \u201d) shall be equal to the sum of (a) the product of (i) the EPS Target Number of Performance Shares (as set forth in the Grant Notice) and (ii) the EPS Performance Percentage, plus (b) the product of (i) the RTSR Target Number of Performance Shares (as set forth in the Grant Notice) and (ii) the RTSR Performance Percentage, rounded up to the nearest whole number of Performance Shares. Upon the Regular Vesting Date, the Forfeiture Restriction shall lapse with respect to any Performance Shares that vest in accordance with this Exhibit A. Any Performance Shares that do not become vested in accordance with this Exhibit A (to the extent not previously forfeited pursuant to Section 3 of the Agreement) shall, effective as of the Regular Vesting Date, be forfeited by the Participant without consideration.", "references": ["Waivers", "Venues", "Miscellaneous", "Publicity", "Expenses", "Powers", "No Defaults", "Integration", "Terms", "Financial Statements", "Positions", "Modifications", "Approvals", "Payments", "Releases", "Participations", "Authorizations", "Severability", "Enforcements", "Titles", "Warranties", "Solvency", "Binding Effects", "Interpretations", "Forfeitures", "Qualifications", "Non-Disparagement", "Taxes", "Waiver Of Jury Trials", "Withholdings", "Vesting"], "gold": ["Vesting"]}
+{"input": "Immediately after the funding of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date pursuant to Section\u00a02 hereof in accordance with Section\u00a04 hereof (such time, the \u201c Amendment Effective Time \u201d), the Existing Credit Agreement shall be amended and restated in its entirety as set forth on Annex\u00a0A hereto (the Existing Credit Agreement, as so amended and restated, the \u201c Amended Credit Agreement \u201d), and the Lenders party hereto (which Lenders constitute at least the Required Lenders) consent to the amendments reflected in the Amended Credit Agreement and direct the Administrative Agent to enter into such other Loan Documents and to take such other actions as the Administrative Agent determines may be necessary or desirable to give effect to the transactions contemplated hereby.", "references": ["Assignments", "Representations", "Records", "Interpretations", "Existence", "Organizations", "Erisa", "Interests", "Definitions", "Indemnity", "Cooperation", "Disclosures", "Death", "Capitalization", "Change In Control", "Forfeitures", "Terms", "Entire Agreements", "Terminations", "Authority", "Duties", "Employment", "Litigations", "Venues", "Governing Laws", "Applicable Laws", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Jurisdictions", "Successors", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect as expressly provided in Section\u00a013.11 . Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Company is made, or any of the Creditor Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Creditor Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Creditor Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Company under this paragraph shall survive termination of this Guaranty.", "references": ["Representations", "Insurances", "Venues", "Sales", "Fees", "Disclosures", "Existence", "Interests", "Vacations", "Enforceability", "Litigations", "Releases", "Participations", "No Conflicts", "Qualifications", "Confidentiality", "Successors", "Submission To Jurisdiction", "Records", "Non-Disparagement", "Further Assurances", "Definitions", "Governing Laws", "Assigns", "Anti-Corruption Laws", "Intellectual Property", "Notices", "Defined Terms", "Approvals", "Effective Dates", "Terminations"], "gold": ["Terminations"]}
+{"input": "During the Employment Term, the Company shall pay Executive a base salary (as may be hereinafter modified, the \u201c Base Salary \u201d) at the annual rate of US $800,000 payable in arrears, in accordance with the usual payment practices of the Company. Salary shall be inclusive of any sums receivable (and shall abate by any sums received) by the Executive as director\u2019s fees from the Company or any other Group Company, or otherwise arising from any office, held by the Executive by virtue of his employment under this Agreement. Executive\u2019s Base Salary shall be subject to periodic review by the Board, not less frequently than annually, for possible increase and any such increased rate will thereafter be the Base Salary for all purposes of this Agreement. Under no circumstances may the Base Salary be decreased during the Employment Term.", "references": ["Compliance With Laws", "Taxes", "Representations", "Jurisdictions", "Intellectual Property", "Binding Effects", "Organizations", "Construction", "Counterparts", "Definitions", "Vacations", "Entire Agreements", "Sanctions", "Effective Dates", "Integration", "Survival", "Assigns", "Financial Statements", "Publicity", "Anti-Corruption Laws", "Liens", "Approvals", "Remedies", "Indemnity", "Consent To Jurisdiction", "Expenses", "Specific Performance", "Benefits", "Consents", "Disability", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The terms of this Third Modification shall become effective upon the Third Modification Effective Date, but shall continue to be subject to Borrower\u2019s satisfaction of the conditions set forth in Section 6 of this Third Modification.", "references": ["Change In Control", "Transactions With Affiliates", "Compliance With Laws", "Solvency", "Withholdings", "Agreements", "Confidentiality", "Titles", "Further Assurances", "Assignments", "Releases", "Arbitration", "Existence", "Taxes", "Vacations", "Benefits", "Forfeitures", "Duties", "Death", "Positions", "Insurances", "Warranties", "Erisa", "Books", "Notices", "Organizations", "Powers", "Representations", "Binding Effects", "No Defaults", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Company (a) terminate its commitment to make any Advances hereunder; (b) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable; and/or (c) exercise any or all of its rights, powers or remedies under the Security Agreement or applicable Law; provided , however that, if an Event of Default described in Section 12.5 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Noteholder.", "references": ["Transactions With Affiliates", "Binding Effects", "Closings", "Tax Withholdings", "Authorizations", "No Defaults", "Interests", "Headings", "Existence", "Venues", "Publicity", "Vesting", "Forfeitures", "Confidentiality", "Authority", "General", "Positions", "Submission To Jurisdiction", "Integration", "Amendments", "Consents", "Effectiveness", "Sales", "Specific Performance", "Assignments", "Withholdings", "Duties", "Miscellaneous", "Jurisdictions", "Insurances", "Remedies"], "gold": ["Remedies"]}
+{"input": "Lease Guarantor represents and warrants as of the First Amendment Date that Lease Guarantor (i) is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware; (ii) is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; and (iii) is in compliance with all Applicable Law where the failure to comply would reasonably be expected to have a materially adverse effect on Lease Guarantor\u2019s ability to pay the Guaranteed Obligations or perform its other obligations in accordance with the terms hereof.", "references": ["Miscellaneous", "Employment", "Interests", "Consents", "Construction", "Titles", "Counterparts", "Applicable Laws", "Payments", "Authority", "Effective Dates", "Sanctions", "Non-Disparagement", "Binding Effects", "Specific Performance", "Definitions", "No Defaults", "Withholdings", "Participations", "Fees", "Indemnity", "Benefits", "Costs", "Base Salary", "Anti-Corruption Laws", "Liens", "No Waivers", "Assignments", "Sales", "Integration", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement and the rights and obligations hereunder may not be assigned by any Party without the prior written consent of the other Parties; provided, however, that the Holders may assign this Agreement and their rights hereunder to any of their Affiliates who have agreed in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms of this Agreement; provided further, that no such assignment shall relieve any Holder of its obligations under Article II of this Agreement.", "references": ["Effectiveness", "Transactions With Affiliates", "Books", "Counterparts", "Forfeitures", "Closings", "Sanctions", "Notices", "Venues", "Applicable Laws", "Modifications", "Benefits", "Consent To Jurisdiction", "Tax Withholdings", "Definitions", "Taxes", "Assigns", "Successors", "Expenses", "Participations", "Publicity", "Employment", "Organizations", "Indemnity", "No Waivers", "Positions", "Submission To Jurisdiction", "Subsidiaries", "Specific Performance", "Releases", "Assignments"], "gold": ["Assignments"]}
+{"input": "The section headings and the table of contents contained in this Agreement and the Disclosure Schedule are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.", "references": ["Miscellaneous", "Assigns", "Warranties", "Defined Terms", "Compliance With Laws", "Submission To Jurisdiction", "Organizations", "Binding Effects", "Further Assurances", "Consent To Jurisdiction", "Vesting", "Titles", "Adjustments", "Subsidiaries", "Expenses", "Powers", "Insurances", "Applicable Laws", "Sales", "Participations", "Vacations", "Notices", "Authorizations", "Indemnifications", "Qualifications", "Entire Agreements", "Benefits", "Employment", "Indemnity", "Consents", "Headings"], "gold": ["Headings"]}
+{"input": "Except as set forth in the SEC Reports and other than the transactions contemplated hereby , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000, other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option and restricted stock unit agreements under any equity incentive plan of the Company.", "references": ["Use Of Proceeds", "Construction", "Forfeitures", "Releases", "Positions", "Terminations", "Agreements", "Subsidiaries", "Disability", "Notices", "Costs", "Modifications", "Vacations", "Successors", "Books", "Warranties", "Venues", "Assigns", "Intellectual Property", "Payments", "Survival", "Miscellaneous", "Integration", "Effectiveness", "General", "Jurisdictions", "Organizations", "Insurances", "Definitions", "Publicity", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Unless stated otherwise herein, (a)\u00a0the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b)\u00a0headings and captions shall not be construed in interpreting provisions of this Amendment, (c)\u00a0this Amendment shall be governed by and construed in accordance with the laws of the State of New York, (d)\u00a0if any part of this Amendment is for any reason found to be unenforceable, all other portions of it shall nevertheless remain enforceable, (e)\u00a0this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts shall be construed together to constitute the same document, (f)\u00a0delivery of an executed counterpart of a signature page to this Amendment by telecopier, by electronic mail or by other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment, (g)\u00a0this Amendment, the Credit Agreement, as amended by this Amendment, and the other Loan Documents constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof, (h)\u00a0except as provided in this Amendment, the Credit Agreement, and the other Loan Documents are unchanged and are ratified and confirmed; and (i)\u00a0except as provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.", "references": ["Non-Disparagement", "No Defaults", "Severability", "Payments", "Governing Laws", "Representations", "Sanctions", "No Waivers", "Withholdings", "Duties", "Anti-Corruption Laws", "Benefits", "Consents", "Specific Performance", "Expenses", "Books", "Death", "Compliance With Laws", "Disability", "Liens", "Integration", "Capitalization", "Enforceability", "Erisa", "Brokers", "Sales", "Tax Withholdings", "Survival", "Jurisdictions", "Financial Statements", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "All payments to be made by the Borrowers shall, except as provided in Section 3.01 , be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent\u2019s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Committed Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent\u2019s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Individual Currency Loans shall be made by the applicable Borrower directly to the applicable Lender to which such payment is owed, at the Lending Office of such Lender in such Alternative Currency and in funds immediate available to such Lender not later than the 2:00 p.m. (local time in the city in which such Lending Office is located). If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent (i)\u00a0after 2:00 p.m., in the case of payments in Dollars, or (ii)\u00a0after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. The Company and each Lender shall promptly notify the Administrative Agent of the date and amount of each direct payment made by a Borrower to a Lender in respect of each Individual Currency Loan pursuant to this Section.", "references": ["Participations", "Notices", "No Waivers", "Solvency", "Consent To Jurisdiction", "Duties", "Closings", "Litigations", "Successors", "Records", "Employment", "Effectiveness", "Base Salary", "Financial Statements", "Taxes", "Tax Withholdings", "Sales", "Effective Dates", "Anti-Corruption Laws", "Assignments", "Transactions With Affiliates", "Waivers", "Jurisdictions", "Integration", "Existence", "Benefits", "Change In Control", "Headings", "Confidentiality", "Forfeitures", "General"], "gold": ["General"]}
+{"input": "The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.", "references": ["Qualifications", "Applicable Laws", "Sales", "Books", "Notices", "Existence", "Vesting", "Employment", "Death", "Releases", "Governing Laws", "Agreements", "Expenses", "Waivers", "Duties", "Taxes", "Warranties", "Jurisdictions", "Records", "Modifications", "Disability", "Interpretations", "Survival", "Consent To Jurisdiction", "Integration", "Publicity", "Participations", "Specific Performance", "Subsidiaries", "Litigations", "Representations"], "gold": ["Representations"]}
+{"input": "Notwithstanding anything herein to the contrary, in connection with any exercise by the ROFR Purchaser of the right to purchase any Subject Securities with respect to a Registered Transfer under this Section\u00a02.2 , (x)\u00a0such ROFR Purchaser shall pay the purchase price for such Subject Securities in an amount per security in cash in U.S. dollars as specified in the Transfer Notice, (y)\u00a0such ROFR Purchaser and the applicable Specified Holder shall negotiate in good faith and promptly enter into a stock purchase agreement on customary terms and conditions ( provided , that such Specified Holder shall make the representations and warranties set forth on Exhibit\u00a0A hereto to such ROFR Purchaser in such purchase agreement or other applicable agreement with respect to the purchase of Subject Securities by such ROFR Purchaser, which representations and warranties shall survive until the expiration of the applicable statute of limitations with respect thereto), and (z)\u00a0in no event shall any ROFR Purchaser Related Person be required to agree to, or be subject to, any non-competition, non-solicitation, lock-up or other restrictive covenants of any kind with respect to such ROFR Purchaser Related Person.\u00a0 The closing of the purchase of Subject Securities by the ROFR Purchaser shall take place, and all payments to the selling Specified Holder from such ROFR Purchaser shall have been initiated, by the fifteenth (15 th ) day after the date that such ROFR Purchaser has delivered an Election Notice in respect of the applicable Registered Transfer in accordance with the terms hereof (in each case, which period shall be extended to the extent necessary to obtain any required governmental approval or clearance plus an additional five (5)\u00a0Business Days thereafter).", "references": ["Death", "Notices", "General", "No Waivers", "Capitalization", "Terms", "Successors", "Consents", "Sales", "Taxes", "Books", "Litigations", "Representations", "Jurisdictions", "No Defaults", "Sanctions", "Consent To Jurisdiction", "Releases", "Transactions With Affiliates", "Enforcements", "Assigns", "Enforceability", "Disability", "Counterparts", "Erisa", "Duties", "Qualifications", "Positions", "Liens", "Use Of Proceeds", "Closings"], "gold": ["Closings"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand delivery or facsimile (or by electronic mail if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire or whether such Letter of Credit shall be an auto-renewing Letter of Credit (which shall comply with paragraph (c)\u00a0of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit; provided that such application shall not be required to provide for representations, warranties, covenants in respect of operations or financial condition, remedies, events of default or similar terms that are more burdensome than such covenants, events of default or similar terms in this Agreement. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i)\u00a0the LC Exposure shall not exceed $200,000,000, (ii)\u00a0the LC Exposure with respect to Letters of Credit issued by an Issuing Bank shall not exceed such Issuing Bank\u2019s Individual Letter of Credit Sublimit; provided that any Issuing Bank may, in its sole discretion and without the consent of any other Person, waive its Individual Letter of Credit Sublimit with respect to itself and issue one or more Letters of Credit up to an aggregate amount of $200,000,000 subject to the conditions of clauses (i)\u00a0and (iii)\u00a0of this sentence, and (iii)\u00a0the sum of the total Revolving Credit Exposures shall not exceed the total Commitments.", "references": ["Submission To Jurisdiction", "Subsidiaries", "Sales", "Expenses", "Notices", "Non-Disparagement", "Warranties", "No Waivers", "Qualifications", "Assigns", "Effective Dates", "Solvency", "Tax Withholdings", "Representations", "Titles", "Disability", "Benefits", "Indemnity", "Anti-Corruption Laws", "Jurisdictions", "Vesting", "Participations", "Agreements", "Intellectual Property", "Use Of Proceeds", "Confidentiality", "Remedies", "Assignments", "Consent To Jurisdiction", "Miscellaneous", "Amendments"], "gold": ["Amendments"]}
+{"input": "Employee understands and agrees that in the event Employee violates any provision of this Agreement, including the provisions set forth in Paragraphs 5, 6, or 8, then (a)\u00a0the Company shall have the right to apply for and receive an injunction to restrain any violation of this Agreement; (b)\u00a0the Company shall have the right to immediately discontinue any enhanced benefit provided under this Agreement; (c)\u00a0Employee will be obligated to reimburse the Company its cost and expenses incurred in defending Employee\u2019s lawsuit and enforcing this Agreement, including the Company\u2019s court costs and reasonable attorneys\u2019 fees; and (d)\u00a0as an alternative to (c), at the Company\u2019s option,\u00a0 Employee shall be obligated upon demand to repay the Company the cost of all but $500 of the enhanced benefits paid under this Agreement. Employee acknowledges and agrees that the covenants contained in this Paragraph 9 shall not affect the validity of this Agreement and shall not be deemed to be a penalty or forfeiture.\u00a0 The remedies available to the Company pursuant to this Paragraph 9 are in addition to, and not in lieu of, any remedies which may be available under statutory and/or common law relating to trade secrets and the protection of the Company\u2019s business interest generally.", "references": ["Organizations", "Submission To Jurisdiction", "Use Of Proceeds", "Titles", "General", "Employment", "Terms", "Brokers", "Releases", "Integration", "Enforceability", "Benefits", "Jurisdictions", "Indemnifications", "Qualifications", "Books", "Governing Laws", "Disclosures", "Definitions", "Subsidiaries", "Transactions With Affiliates", "Records", "Effective Dates", "Litigations", "Severability", "Compliance With Laws", "Warranties", "Forfeitures", "Payments", "Approvals", "Remedies"], "gold": ["Remedies"]}
+{"input": "EACH PARTY HERETO (1) WAIVES ITS RIGHT TO TRIAL UNDER ANY ISSUE BY JURY WITH RESPECT TO ANY DISPUTE BROUGHT UNDER THIS AGREEMENT, (2) WITH THE EXCEPTION OF RELIEF MANDATED BY STATUTE, ANY CLAIM TO PUNITIVE, EXEMPLARY, MULTIPLIED, INDIRECT, CONSEQUENTIAL OR LOST PROFITS/REVENUES DAMAGES, AND (3) ANY CLAIM FOR ATTORNEY FEES, COSTS AND PREJUDGMENT INTEREST.", "references": ["Records", "Survival", "Severability", "Arbitration", "Tax Withholdings", "Interpretations", "Counterparts", "Positions", "Non-Disparagement", "Binding Effects", "Existence", "Participations", "Liens", "Subsidiaries", "Waiver Of Jury Trials", "Entire Agreements", "Change In Control", "Terms", "Sanctions", "Terminations", "Benefits", "No Defaults", "No Waivers", "Headings", "Indemnifications", "Duties", "Consent To Jurisdiction", "Miscellaneous", "Jurisdictions", "Specific Performance", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.", "references": ["Entire Agreements", "Costs", "Books", "Benefits", "Base Salary", "Withholdings", "Death", "Powers", "Duties", "Employment", "No Waivers", "Positions", "Warranties", "Arbitration", "Change In Control", "Miscellaneous", "Intellectual Property", "Approvals", "Solvency", "Sales", "No Defaults", "Terminations", "Capitalization", "Terms", "Use Of Proceeds", "Agreements", "Submission To Jurisdiction", "Titles", "Payments", "Qualifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 5 through 11 and Section 13(i) will survive the termination of Executive\u2019s employment and the expiration or termination of the Term.", "references": ["Duties", "Disability", "Disclosures", "Positions", "Venues", "Arbitration", "Sanctions", "Intellectual Property", "Sales", "Agreements", "Severability", "Binding Effects", "Headings", "Warranties", "General", "Approvals", "Powers", "Vesting", "Assigns", "Insurances", "Releases", "Subsidiaries", "No Defaults", "Terms", "Costs", "Transactions With Affiliates", "Participations", "Counterparts", "Solvency", "Further Assurances", "Survival"], "gold": ["Survival"]}
+{"input": "Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Term Loan Commitments and Term Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i)\u00a0(A) it is an Eligible Assignee and (B)\u00a0it is not a Disqualified Lender, it being acknowledged by the Credit Parties, the Lenders and the other Secured Parties that the Administrative Agent will be entitled to rely on such representations and warranties set forth in this clause (i)\u00a0without any diligence in respect to the accuracy of such representations and warranties and any breach of such representations and warranties by such Lender will not give rise to any liability on the part of the Administrative Agent; and (ii)\u00a0it has experience and expertise in the making of or investing in commitments or loans such as the applicable Term Loan Commitments or Term Loans, as the case may be.", "references": ["Tax Withholdings", "Closings", "Assigns", "Assignments", "Taxes", "Headings", "Agreements", "Organizations", "Duties", "Positions", "Submission To Jurisdiction", "Definitions", "Insurances", "No Conflicts", "Disclosures", "Payments", "Venues", "Indemnifications", "Sales", "Financial Statements", "Effective Dates", "General", "Powers", "Death", "Use Of Proceeds", "Interests", "Defined Terms", "Adjustments", "Approvals", "Costs", "Representations"], "gold": ["Representations"]}
+{"input": "Each representation and warranty of Borrower and its Subsidiaries contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the date hereof and will be true and correct in all material respects immediately after giving effect to the amendments set forth in Section 1 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when made), except that to the extent that any such representation and warranty is already qualified by materiality, such representation and warranty shall be true and correct in all respects.", "references": ["Positions", "Litigations", "Publicity", "Liens", "Payments", "Benefits", "Death", "General", "Enforcements", "Forfeitures", "Withholdings", "Duties", "Waiver Of Jury Trials", "Authority", "No Conflicts", "No Defaults", "Costs", "Existence", "Waivers", "Effectiveness", "Titles", "Books", "Entire Agreements", "Assigns", "Severability", "Subsidiaries", "Use Of Proceeds", "Transactions With Affiliates", "Consent To Jurisdiction", "Effective Dates", "Warranties"], "gold": ["Warranties"]}
+{"input": "Each Borrower shall maintain insurance with respect to the Properties, Collateral and business of such Borrower of such type, with such insurers, in such amounts and with such coverages and deductibles as are customary for companies similarly situated.", "references": ["Closings", "Terms", "Capitalization", "No Waivers", "Expenses", "Releases", "Solvency", "Confidentiality", "Effective Dates", "Existence", "Counterparts", "Sanctions", "Construction", "Arbitration", "Brokers", "No Conflicts", "Representations", "Approvals", "Financial Statements", "Forfeitures", "Intellectual Property", "Costs", "Waiver Of Jury Trials", "Modifications", "Non-Disparagement", "Binding Effects", "Submission To Jurisdiction", "Authority", "Assignments", "Anti-Corruption Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Party acknowledges and agrees that (i) a breach or threatened breach by such party of any of its obligations under this Termination Agreement would give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy and (ii) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party will, in addition to any and all other rights and remedies that may be available to such party at law, in equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that it shall not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 6(g).", "references": ["Expenses", "Liens", "Publicity", "Benefits", "Disability", "Taxes", "Notices", "Indemnifications", "Disclosures", "General", "Anti-Corruption Laws", "Confidentiality", "Defined Terms", "Subsidiaries", "Insurances", "Entire Agreements", "Waiver Of Jury Trials", "Effectiveness", "Forfeitures", "Non-Disparagement", "Venues", "Vesting", "Existence", "Applicable Laws", "No Conflicts", "Integration", "Use Of Proceeds", "Positions", "Arbitration", "Employment", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "For purposes of this Section 2.20 , the term \u201cLender\u201d includes Issuing Bank and the term \u201capplicable law\u201d includes FATCA.", "references": ["Binding Effects", "Cooperation", "Powers", "Consents", "Erisa", "Taxes", "Solvency", "Disclosures", "Modifications", "Sales", "Organizations", "Brokers", "Insurances", "Disability", "Intellectual Property", "Withholdings", "Severability", "Positions", "Integration", "Construction", "Adjustments", "Use Of Proceeds", "Duties", "Enforceability", "Headings", "Effectiveness", "Jurisdictions", "Interests", "Capitalization", "Approvals", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Borrower shall give the Administrative Agent prompt written notice of any event that (i) could reasonably be expected to result in the imposition of a Lien on any Borrower Collateral under Section 430(k) of the IRC or Section 303(k) or 4068 of ERISA, or (ii) could reasonably be expected to result in the incurrence by Borrower of any liabilities under Title IV of ERISA (other than premium payments arising in the ordinary course of business).", "references": ["Adjustments", "Notices", "Financial Statements", "Qualifications", "Powers", "Positions", "Vacations", "No Conflicts", "Defined Terms", "Warranties", "Sales", "Amendments", "Authority", "Participations", "Fees", "Disclosures", "Terms", "Costs", "Taxes", "Consent To Jurisdiction", "Death", "Enforceability", "Arbitration", "No Waivers", "Construction", "Waivers", "Integration", "Use Of Proceeds", "General", "Remedies", "Erisa"], "gold": ["Erisa"]}
+{"input": "Prime Parent represents and warrants to the Company that (a)\u00a0this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding agreement of Prime Parent, enforceable against it in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors\u2019 rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b)\u00a0the execution, delivery and performance by Prime Parent, of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both constitute) a default under any agreement to which such Stockholder, is a party or, the organizational documents of Prime Parent.", "references": ["Litigations", "Terms", "Transactions With Affiliates", "Amendments", "Approvals", "Miscellaneous", "Severability", "Applicable Laws", "Expenses", "Releases", "Governing Laws", "Closings", "Withholdings", "Positions", "Insurances", "Brokers", "Binding Effects", "Waiver Of Jury Trials", "Compliance With Laws", "Payments", "Vacations", "Jurisdictions", "Assignments", "Disclosures", "Forfeitures", "Intellectual Property", "Adjustments", "Consent To Jurisdiction", "Integration", "Anti-Corruption Laws", "Representations"], "gold": ["Representations"]}
+{"input": "Except as set forth in this Section 8.1.5 and Section 8.1.10, there are no pending or (to Contributor\u2019s knowledge) threatened judicial, municipal or administrative proceedings affecting the Project or in which Contributor is or will be a party by reason of Contributor\u2019s ownership or operation of the Project or any portion thereof, including, without limitation, proceedings for or involving collections, condemnation, eminent domain, alleged building code or environmental or zoning violations, or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition, use of, or operations on, such Project. Except as set forth in Section 8.1.10, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending against Contributor, or to Contributor\u2019s knowledge, threatened against Contributor, nor are any of such proceedings contemplated by Contributor. Contributor hereby discloses to Buyer that there exists an action pending in Ramsey County District Court captioned Capital Maintenance Services, LLC v. Talon Real Estate Holdings Corp., Talon First Trust, LLC, Jackson I, LLC , Court File No. 62-CV-18-3297. Contributor also hereby discloses to Buyer that a mechanic\u2019s lien has been filed against the Project for improvements requested by a Tenant.", "references": ["Transactions With Affiliates", "Change In Control", "Employment", "Sanctions", "Representations", "Definitions", "Interpretations", "Waivers", "Authority", "Adjustments", "Withholdings", "Survival", "Specific Performance", "Cooperation", "Jurisdictions", "Benefits", "Warranties", "Governing Laws", "Base Salary", "Waiver Of Jury Trials", "Construction", "Assigns", "Existence", "Duties", "Miscellaneous", "Publicity", "Vacations", "Further Assurances", "Enforcements", "General", "Litigations"], "gold": ["Litigations"]}
+{"input": "For purposes hereof, \u201cDisability\u201d shall have the meaning set forth in the Company\u2019s long-term disability policy applicable to Key Employee. If, after a Change in Control and prior to termination of employment under this Agreement, Key Employee is unable to perform services for the Company for any period by reason of Disability, the Company will pay and provide Key Employee all compensation and benefits to which Key Employee would have been entitled had Key Employee continued to be actively employed by the Company through the earliest of the following dates: (a)\u00a0the first date on which Key Employee is not so disabled to such an extent that Key Employee is unable to perform services for the Company (whereupon Key Employee\u2019s employment shall be restored), (b) the date on which Key Employee becomes eligible for Disability payments under the applicable Company long-term disability program or policy, (c)\u00a0the date on which the Company has provided compensation and benefits for the Change in Control Period, or (d)\u00a0the date of Key Employee\u2019s death.", "references": ["Capitalization", "Vacations", "Authority", "Applicable Laws", "Disclosures", "Anti-Corruption Laws", "Organizations", "Brokers", "Base Salary", "Adjustments", "Use Of Proceeds", "Waivers", "Consent To Jurisdiction", "Participations", "Assignments", "Effective Dates", "Employment", "Entire Agreements", "Assigns", "Venues", "Governing Laws", "Transactions With Affiliates", "Litigations", "Releases", "Successors", "Vesting", "Compliance With Laws", "Modifications", "Construction", "Payments", "Disability"], "gold": ["Disability"]}
+{"input": "That certain Intellectual Property Cross-License Agreement, dated as of July 3, 2017, between GE and Baker Hughes, a GE company, LLC, as amended and restated on the date hereof and as further amended from time to time in accordance with the terms thereof (the \u201c IP Cross-License Agreement \u201d) shall govern grants of licenses to Newco of any intellectual property of GE related to the products, parts, equipment, services, technology and systems listed on Schedule D that is used by GE O&G to manufacture and sell such products, parts, equipment, services, technology and systems as of the Closing Date.", "references": ["Anti-Corruption Laws", "Binding Effects", "Assigns", "Successors", "Publicity", "Enforceability", "Duties", "Indemnity", "Venues", "Benefits", "Amendments", "Use Of Proceeds", "Interests", "Arbitration", "Consents", "Survival", "No Defaults", "Modifications", "Headings", "Capitalization", "Applicable Laws", "Fees", "Books", "Powers", "Releases", "Records", "No Waivers", "Miscellaneous", "Governing Laws", "Assignments", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Each of the Borrowers and the other Credit Parties irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any court of the State of New York sitting in New York, New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action, litigation or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by Applicable Law, in such Federal court.\u00a0 Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.", "references": ["Capitalization", "Participations", "Sales", "Construction", "Representations", "Disclosures", "Costs", "Miscellaneous", "Counterparts", "Binding Effects", "Qualifications", "Specific Performance", "Indemnifications", "Benefits", "Remedies", "Defined Terms", "Use Of Proceeds", "Taxes", "No Conflicts", "Tax Withholdings", "Death", "Fees", "No Waivers", "Consent To Jurisdiction", "Books", "Terminations", "Disability", "Effective Dates", "Enforcements", "Interests", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The 2018-1 Lease Agreement requires the Lessee thereunder to maintain (a)\u00a0physical damage and liability insurance covering the related 2018-1 Leased Vehicle, and (b)\u00a0insurance against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage.", "references": ["Subsidiaries", "Organizations", "Intellectual Property", "Releases", "Existence", "Duties", "Venues", "Headings", "Litigations", "Waiver Of Jury Trials", "Specific Performance", "Enforceability", "Representations", "Warranties", "Confidentiality", "Assigns", "Positions", "Change In Control", "Interpretations", "Defined Terms", "No Conflicts", "Closings", "Compliance With Laws", "Submission To Jurisdiction", "Liens", "Titles", "Integration", "Employment", "Binding Effects", "Tax Withholdings", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Secured Party may demand specific performance of this Agreement. Each party hereto irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any other Secured Party.", "references": ["Compliance With Laws", "Erisa", "Submission To Jurisdiction", "Enforcements", "Sales", "Governing Laws", "Fees", "Vesting", "Effective Dates", "Effectiveness", "Qualifications", "Warranties", "Costs", "Terminations", "Interests", "Closings", "Sanctions", "Transactions With Affiliates", "Binding Effects", "Adjustments", "Authorizations", "Entire Agreements", "Intellectual Property", "Waivers", "Jurisdictions", "Tax Withholdings", "Defined Terms", "Existence", "Cooperation", "Taxes", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The Company and its subsidiaries have insurance policies of the type and in amounts customarily carried by organizations conducting businesses or owning assets similar to those of the Company and its subsidiaries. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy.", "references": ["Confidentiality", "Representations", "Consent To Jurisdiction", "Expenses", "Employment", "Authority", "Books", "Waiver Of Jury Trials", "Forfeitures", "Transactions With Affiliates", "Disclosures", "Assigns", "No Conflicts", "Further Assurances", "Capitalization", "Indemnity", "Erisa", "Organizations", "Consents", "Notices", "Integration", "Terminations", "Solvency", "Tax Withholdings", "Authorizations", "Duties", "Waivers", "Anti-Corruption Laws", "Amendments", "General", "Insurances"], "gold": ["Insurances"]}
+{"input": "Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the respective meanings assigned to such terms in the Sale and Servicing Agreement, dated as of the date hereof (the \u201c Sale and Servicing Agreement \u201d), by and among Nissan Auto Receivables Corporation II, as seller, Nissan Motor Acceptance Corporation, as servicer, Nissan Auto Receivables 2018-A Owner Trust, as issuer, and U.S. Bank National Association, as indenture trustee (the \u201c Indenture Trustee \u201d).", "references": ["Waiver Of Jury Trials", "Titles", "Enforceability", "Modifications", "Confidentiality", "Consents", "Records", "Assignments", "Headings", "Arbitration", "Change In Control", "Binding Effects", "Costs", "Enforcements", "Consent To Jurisdiction", "Transactions With Affiliates", "Jurisdictions", "General", "No Defaults", "Governing Laws", "Fees", "No Waivers", "Organizations", "Insurances", "Closings", "Sanctions", "Miscellaneous", "Entire Agreements", "Authority", "Forfeitures", "Definitions"], "gold": ["Definitions"]}
+{"input": "Parent and each Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, Issuing Bank, and each Participant (each, an \u201c Indemnified Person \u201d) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a)\u00a0in connection with or as a result of or related to the execution and delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or Agent\u2019s monitoring of Parent\u2019s, Borrowers\u2019 and their Subsidiaries\u2019 compliance with the terms of the Loan Documents (provided that neither Parent nor any Borrower shall be liable for costs and expenses (including attorneys fees) of any Lender (other than Wells Fargo) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents)) ( provided , that the indemnification in this clause\u00a0(a) shall not extend to (i)\u00a0disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause\u00a0(a)\u00a0shall extend to Agent (but not the Lenders unless the dispute involves an act or omission of a Loan Party) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii)\u00a0any claims for Taxes, which shall be governed by Section\u00a016 , other than Taxes which relate to primarily non-Tax claims), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit hereunder, or the use of the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c)\u00a0in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries (each and all of the foregoing, the \u201c Indemnified Liabilities \u201d). The foregoing to the contrary notwithstanding, neither Parent nor any Borrower shall have any obligation to any Indemnified Person under this Section\u00a010.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines in a final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Parent or Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Parent and Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.", "references": ["Integration", "Waiver Of Jury Trials", "Subsidiaries", "Authority", "Terms", "Brokers", "No Waivers", "Effectiveness", "Consents", "Applicable Laws", "Binding Effects", "Closings", "Confidentiality", "Survival", "Financial Statements", "Fees", "Use Of Proceeds", "Powers", "Change In Control", "Disclosures", "Duties", "Tax Withholdings", "Enforceability", "Payments", "Definitions", "Approvals", "Liens", "Assignments", "Interpretations", "Costs", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Neither the Issuer nor its Subsidiaries, nor, to its knowledge, any of its or its Subsidiaries\u2019 directors, officers, agents, Subsidiaries or employees, is a Person that is, or is owned or controlled by Persons that are (1) the subject of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (\u201c OFAC \u201d), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty\u2019s Treasury (collectively, \u201c Sanctions \u201d) or (2) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions; including, without limitation, Cuba, Iran, North Korea, Sudan and Syria.", "references": ["Amendments", "Insurances", "Headings", "Base Salary", "Agreements", "No Waivers", "Warranties", "Defined Terms", "Consent To Jurisdiction", "Counterparts", "Releases", "Liens", "Costs", "Sales", "Solvency", "Use Of Proceeds", "Subsidiaries", "Vacations", "Employment", "Interests", "Litigations", "Death", "Authorizations", "Construction", "Books", "Survival", "Enforceability", "Notices", "Tax Withholdings", "Indemnifications", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Borrower hereby indemnifies Administrative Agent, each Lender, their respective Affiliates, and their respective directors, officers, employees, attorneys, agents, advisors and controlling parties (each, an \u201c Indemnified Party \u201d) from and against, and agrees to hold them harmless against, any and all Claims and Losses of any kind (including reasonable and documented fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans, whether or not such investigation, litigation or proceeding is brought by Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in SECTION 6 are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such Claim or Loss is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party\u2019s gross negligence or willful misconduct ( provided that , in the case of any of the foregoing arising from any dispute among Indemnified Parties not involving any action of any Obligor, Indemnified Parties shall not seek , and Borrower shall not be required to provide, indemnification under this Section 13.03(b) for any portion of such Claims or Losses in excess of those that Indemnified Parties reasonably determine is related to the transactions between Obligors and Indemnified Parties).\u00a0\u00a0No Obligor shall assert any claim against any Indemnified Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans.\u00a0\u00a0Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees, attorneys, agents, advisors and controlling parties are each sometimes referred to in this Agreement as a \u201c Borrower Party .\u201d\u00a0\u00a0No Lender shall assert any claim against any Borrower Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans.", "references": ["Headings", "Vacations", "Interests", "Enforcements", "Disability", "Death", "Survival", "Counterparts", "Warranties", "Further Assurances", "Books", "Non-Disparagement", "Solvency", "Anti-Corruption Laws", "Employment", "Terms", "Consent To Jurisdiction", "Financial Statements", "Duties", "No Conflicts", "Erisa", "Brokers", "Qualifications", "Construction", "Compliance With Laws", "Transactions With Affiliates", "Defined Terms", "Binding Effects", "Subsidiaries", "Existence", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Subject to the direction and authority of the Board of Directors of the Company (the \u201c Board \u201d), the Employee shall have direct responsibility for the day to day management and advancement of the Company\u2019s biologic manufacturing activities, including responsibility for all Chemistry and Manufacturing Control (\u201c CMC \u201d) processes of PRO 140, including, without limitation, managing consultants of the Company with respect to CMC-related issues. In addition, the Employee will advise the Chief Executive Officer of the Company on all tactical and strategic issues related to CMC matters. The Employee shall report to, and be subject to the lawful direction of, the CEO. The Employee agrees to perform to the best of his ability, experience, and talent those acts and duties, consistent with the position of Chief Technology Officer \u2013 Head of Process Sciences, Manufacturing\u00a0& Supply Chain as the CEO shall from time to time direct. During the Term, the Employee also shall serve in such other Employee-level positions or capacities as may, from time to time, be reasonably requested by the CEO.", "references": ["Expenses", "Headings", "Benefits", "Indemnity", "Taxes", "Submission To Jurisdiction", "Assignments", "Construction", "Books", "Consents", "Successors", "Publicity", "Waivers", "Closings", "Participations", "Survival", "Non-Disparagement", "Costs", "Titles", "Terminations", "Base Salary", "Assigns", "Representations", "Positions", "Intellectual Property", "Enforcements", "Cooperation", "No Conflicts", "Authority", "Compliance With Laws", "Duties"], "gold": ["Duties"]}
+{"input": "BORROWER AND ADMINISTRATIVE AGENT EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN SAN FRANCISCO COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.\u00a0 EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.\u00a0 NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION WHERE THE BORROWER OR ITS PROPERTIES ARE LOCATED.", "references": ["Subsidiaries", "Consent To Jurisdiction", "Financial Statements", "Agreements", "Records", "Publicity", "Defined Terms", "Death", "Non-Disparagement", "Consents", "Modifications", "Duties", "Closings", "Liens", "Assigns", "Existence", "Interests", "Brokers", "Intellectual Property", "Amendments", "Erisa", "No Waivers", "Use Of Proceeds", "Forfeitures", "Indemnifications", "Survival", "Participations", "Definitions", "Severability", "Benefits", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OTHER PARTY HERETO OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.", "references": ["Duties", "Enforceability", "Closings", "No Conflicts", "Definitions", "Further Assurances", "Payments", "Notices", "Headings", "Waivers", "Warranties", "Terms", "Venues", "Amendments", "Waiver Of Jury Trials", "Confidentiality", "Consent To Jurisdiction", "Base Salary", "Jurisdictions", "Indemnifications", "Qualifications", "Organizations", "Anti-Corruption Laws", "Use Of Proceeds", "No Waivers", "Sales", "Death", "Binding Effects", "Vesting", "Entire Agreements", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "This Agreement shall be deemed to have been drafted jointly by the parties, and, in the event of an ambiguity in this Agreement, this Agreement shall not be construed against either party as a result of the drafting hereof. The article, section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.", "references": ["Participations", "No Conflicts", "Vesting", "Waiver Of Jury Trials", "Records", "No Waivers", "Applicable Laws", "Tax Withholdings", "Construction", "Qualifications", "Specific Performance", "Intellectual Property", "No Defaults", "Death", "Terminations", "Cooperation", "Payments", "Disclosures", "Indemnity", "Titles", "Interpretations", "Authority", "Taxes", "Jurisdictions", "Existence", "Organizations", "Consent To Jurisdiction", "Releases", "Compliance With Laws", "Insurances", "Headings"], "gold": ["Headings"]}
+{"input": "Each party\u2019s obligations under this Section 7.11 shall survive the termination of the Loan Documents.", "references": ["Further Assurances", "No Waivers", "Entire Agreements", "Interpretations", "Agreements", "Powers", "Defined Terms", "Capitalization", "Brokers", "Miscellaneous", "Approvals", "Anti-Corruption Laws", "Terminations", "Headings", "Assigns", "Enforceability", "No Conflicts", "Participations", "Terms", "Warranties", "Litigations", "Enforcements", "Costs", "Integration", "Jurisdictions", "Payments", "Successors", "Disclosures", "Duties", "Employment", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent.", "references": ["Adjustments", "No Conflicts", "Payments", "Jurisdictions", "Construction", "Erisa", "Publicity", "Financial Statements", "Notices", "Records", "Sales", "Expenses", "Transactions With Affiliates", "Qualifications", "Enforceability", "Titles", "Withholdings", "Specific Performance", "Governing Laws", "Entire Agreements", "Fees", "Closings", "Miscellaneous", "Interests", "Sanctions", "Arbitration", "Assigns", "Successors", "Non-Disparagement", "Survival", "General"], "gold": ["General"]}
+{"input": "This Agreement may be terminated by the Purchaser, as to the Purchaser\u2019s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing has not been consummated on or before April 30, 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).", "references": ["Base Salary", "Entire Agreements", "No Waivers", "Erisa", "Benefits", "Confidentiality", "Agreements", "Construction", "Interpretations", "Counterparts", "Expenses", "Survival", "Adjustments", "Indemnifications", "Remedies", "Participations", "Transactions With Affiliates", "No Defaults", "Financial Statements", "Consent To Jurisdiction", "Non-Disparagement", "Duties", "Cooperation", "Authority", "Sanctions", "Specific Performance", "Use Of Proceeds", "Enforceability", "Brokers", "Insurances", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any and all payments by Borrowers hereunder and under the other Loan Documents shall be made free and clear of and without deduction for any and all Taxes, except as required by applicable Legal Requirements. If any Borrower shall be required by applicable Legal Requirements to deduct any Taxes from or in respect of any sum payable hereunder to Lender, the following shall apply: (i)\u00a0such Borrower shall make such deductions, (ii)\u00a0such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Legal Requirements and (iii) if the Taxes deducted are Indemnified Taxes, then the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section\u00a02.2.3 ), Lender receives an amount equal to the sum it would have received had no such deductions been made. Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable Legal Requirements any Other Taxes. Borrowers shall jointly and severally indemnify Lender for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.2.3 ) payable or paid by Lender or required to be withheld or deducted from a payment to Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrowers by Lender shall be conclusive absent manifest error. Payments pursuant to this Section\u00a02.2.3 shall be made within ten\u00a0(10) days after the date Lender makes written demand therefor. Each party\u2019s obligations under this Section 2.2.3 shall survive any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Titles", "Releases", "Effective Dates", "Venues", "Tax Withholdings", "Use Of Proceeds", "Litigations", "Submission To Jurisdiction", "Vesting", "Transactions With Affiliates", "Survival", "Records", "Insurances", "Remedies", "Specific Performance", "Entire Agreements", "Construction", "Terms", "Representations", "Sanctions", "General", "Fees", "Arbitration", "Adjustments", "Interpretations", "Duties", "Erisa", "Applicable Laws", "Positions", "Amendments", "Taxes"], "gold": ["Taxes"]}
+{"input": "Maker shall do anything further that may be reasonably required by Payee to secure Payee and effectuate the intentions and objects of this Section 8. At Payee\u2019s reasonable request, Maker shall immediately deliver all necessary documents or forms to reflect, implement or enforce the Security Interest described herein or cause to be delivered to Payee all items for which Payee must receive possession to obtain a perfected security interest.", "references": ["Death", "Warranties", "Waiver Of Jury Trials", "Construction", "Brokers", "Interests", "Indemnifications", "Representations", "Subsidiaries", "Sanctions", "Successors", "Terminations", "Severability", "Approvals", "Insurances", "Survival", "Taxes", "Submission To Jurisdiction", "Governing Laws", "Organizations", "Intellectual Property", "Disclosures", "Arbitration", "Anti-Corruption Laws", "Agreements", "Authority", "Liens", "Modifications", "Enforcements", "Capitalization", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This SAR shall be governed by the laws of the State of Delaware and applicable Federal law. All disputes arising under this SAR shall be adjudicated solely within the state or Federal courts located within the State of Delaware.", "references": ["Payments", "Vacations", "Litigations", "Subsidiaries", "Binding Effects", "No Conflicts", "Interpretations", "Base Salary", "Submission To Jurisdiction", "Terms", "Compliance With Laws", "Representations", "Counterparts", "Approvals", "Tax Withholdings", "Cooperation", "Financial Statements", "Enforceability", "Non-Disparagement", "Forfeitures", "Amendments", "Modifications", "No Defaults", "Notices", "Entire Agreements", "Miscellaneous", "Arbitration", "Disclosures", "Intellectual Property", "Brokers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Interest shall accrue to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of twelve percent (12%) per annum, calculated on the basis of a 365-day year and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Following an Event of Default, until such Event of Default has been cured, interest shall accrue at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law (the lesser of clause (i) or (ii), the \u201cDefault Interest Rate\u201d). In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure; provided that the interest as calculated and unpaid at the Default Interest Rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.", "references": ["Authorizations", "Waiver Of Jury Trials", "Duties", "Miscellaneous", "Base Salary", "Fees", "Expenses", "Further Assurances", "Disability", "Transactions With Affiliates", "Use Of Proceeds", "Anti-Corruption Laws", "Disclosures", "Applicable Laws", "Costs", "Effective Dates", "No Waivers", "Approvals", "Subsidiaries", "Participations", "No Conflicts", "Authority", "Change In Control", "Enforcements", "Jurisdictions", "No Defaults", "Organizations", "Amendments", "Death", "Binding Effects", "Interests"], "gold": ["Interests"]}
+{"input": "This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.", "references": ["Litigations", "Financial Statements", "Powers", "Closings", "Specific Performance", "Headings", "Death", "Notices", "Confidentiality", "Positions", "Capitalization", "Effective Dates", "Indemnifications", "Non-Disparagement", "Releases", "Counterparts", "Enforceability", "Books", "Submission To Jurisdiction", "Interests", "Terminations", "Representations", "Applicable Laws", "Qualifications", "Transactions With Affiliates", "Venues", "Survival", "Expenses", "Solvency", "Publicity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Credit Party is, and after consummation of the transactions contemplated by this Agreement will be, Solvent.", "references": ["Agreements", "Use Of Proceeds", "Successors", "Duties", "Arbitration", "Waivers", "Positions", "Records", "Capitalization", "Tax Withholdings", "Participations", "Payments", "General", "Representations", "Assigns", "Severability", "Litigations", "Indemnity", "Anti-Corruption Laws", "Specific Performance", "Amendments", "Venues", "Survival", "Vacations", "No Waivers", "Consent To Jurisdiction", "Terminations", "Death", "No Conflicts", "Interpretations", "Solvency"], "gold": ["Solvency"]}
+{"input": "Executive reaffirms his non-disparagement obligations as set forth in Section 5.5 of the Employment Agreement.\u00a0 The Company will instruct current members of the Company\u2019s Board and the current executive officers of the Company that they shall not at any time disparage, defame or besmirch the reputation, character or image of Executive.\u00a0 It shall not be considered disparagement and nothing in this Agreement is intended to prevent or interfere with any party making any required or reasonable communications with, or providing information to, any governmental, law enforcement, or stock exchange agency or representative, or in connection with any governmental investigation, court, administrative or arbitration proceeding, or as otherwise required by law.", "references": ["Counterparts", "Intellectual Property", "Closings", "Existence", "Entire Agreements", "Modifications", "Forfeitures", "Submission To Jurisdiction", "Binding Effects", "Enforcements", "No Conflicts", "Taxes", "Remedies", "Liens", "Indemnifications", "Duties", "Litigations", "Specific Performance", "General", "Disclosures", "Authorizations", "Applicable Laws", "Terms", "Miscellaneous", "Erisa", "Cooperation", "Benefits", "Waiver Of Jury Trials", "Base Salary", "Vesting", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15 .", "references": ["Notices", "Counterparts", "Capitalization", "Sales", "Brokers", "Financial Statements", "Change In Control", "Assigns", "Transactions With Affiliates", "Headings", "Arbitration", "Miscellaneous", "General", "Interpretations", "Construction", "Enforcements", "Agreements", "No Defaults", "Withholdings", "Disability", "Authority", "Amendments", "Authorizations", "Books", "Defined Terms", "Vesting", "Titles", "Forfeitures", "Warranties", "Death", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The term of Executive\u2019s employment hereunder shall commence on the Commencement Date and shall continue for three years (\u201cTerm\u201d) unless terminated earlier as hereinafter provided in this Agreement, or unless extended by mutual written agreement of the Company and Executive. Unless the Company and Executive have otherwise agreed in writing, if Executive continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement, except that his employment will be on an \u201cat will\u201d basis and the provisions of Sections 4.4, 4.5 and 4.6(c) shall no longer be in effect. Six months prior to the expiration of the Term, the Company and Executive shall commence good faith negotiations for a written extension of this Agreement.", "references": ["Integration", "Enforceability", "Remedies", "Employment", "Vacations", "Books", "Applicable Laws", "Counterparts", "Jurisdictions", "Authorizations", "Representations", "Benefits", "Effectiveness", "Organizations", "Fees", "Approvals", "Records", "Non-Disparagement", "Positions", "Base Salary", "Duties", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Consents", "Solvency", "Sanctions", "Entire Agreements", "Change In Control", "Indemnity", "Defined Terms", "Terms"], "gold": ["Terms"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 10.06 ; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Publicity", "Costs", "Venues", "Duties", "Enforceability", "Interests", "Enforcements", "General", "Miscellaneous", "Consents", "Applicable Laws", "Vesting", "Modifications", "Representations", "Governing Laws", "Employment", "Confidentiality", "Financial Statements", "Specific Performance", "Existence", "Participations", "Liens", "Positions", "Vacations", "Arbitration", "Base Salary", "Compliance With Laws", "Terminations", "Sales", "Closings", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement constitutes the entire agreement between and among the Parties regarding the subject matter of this Agreement, and supersedes any other agreements, whether written or oral, that may have been made or entered into by or between the Parties relating to the transactions contemplated by this Agreement.", "references": ["Terms", "Consents", "Duties", "Assignments", "Erisa", "Closings", "Sanctions", "Defined Terms", "Counterparts", "Waivers", "No Defaults", "Applicable Laws", "Financial Statements", "Severability", "Powers", "Participations", "Modifications", "Confidentiality", "Qualifications", "Titles", "Effective Dates", "Disability", "Definitions", "Integration", "Successors", "Transactions With Affiliates", "Construction", "Forfeitures", "No Waivers", "Publicity", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Party will comply with all Applicable Laws in the conduct of its responsibilities and activities under this Agreement. In addition, each Party shall comply with all anti-corruption and anti-bribery laws and regulations, including but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA).\u00a0 Each Party, and its respective officers, directors, employees, agents and representatives, represents that it has not and will not pay, offer or promise to pay, or authorize the payment of, any money, or give or promise to give, or authorize the giving of, any services or anything else of value, either directly or through a third party, to any official or employee of any governmental authority, or of a public international organization, or of any agency or subdivision thereof, or to any political party or official thereof or to any candidate for political office for the purpose of (a)\u00a0influencing any act or decision of that person in his official capacity, including a decision to fail to perform his official functions with such governmental agency or such public international organization or such political party; (b)\u00a0inducing such person to use his influence with such governmental agency or such public international organization or such political party to affect or influence any act or decision thereof; or (c)\u00a0securing any improper advantage.", "references": ["Specific Performance", "Interests", "Litigations", "Participations", "Modifications", "Enforcements", "Insurances", "Definitions", "Agreements", "No Defaults", "Transactions With Affiliates", "Authorizations", "Venues", "Survival", "Liens", "Titles", "Use Of Proceeds", "Intellectual Property", "Expenses", "Death", "Powers", "Applicable Laws", "Closings", "Defined Terms", "Counterparts", "Assignments", "Headings", "Warranties", "Taxes", "Notices", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Except as otherwise determined by the Committee, upon termination of a Participant\u2019s Continuous Service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted Stock Unit Award), the Participant\u2019s Restricted Stock Unit Award that is at that time subject to a risk of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited; provided that, subject to the limitations set forth in Section 6(j)(ii) hereof, the Committee may provide, by resolution or other action or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to a Restricted Stock Unit Award shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of any Restricted Stock Unit Award.", "references": ["Base Salary", "Miscellaneous", "Binding Effects", "Adjustments", "Books", "Titles", "Effective Dates", "Taxes", "Sales", "Agreements", "Erisa", "Financial Statements", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Terms", "Brokers", "Intellectual Property", "Consents", "Amendments", "Compliance With Laws", "General", "Arbitration", "Headings", "Qualifications", "Existence", "Effectiveness", "Terminations", "Construction", "Expenses", "Releases", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b)\u00a0to the extent that the failure to do so would not be expected to result in a Material Adverse Effect. No Tax liens have been filed and no claims are being asserted with respect to any such taxes.", "references": ["Enforcements", "Closings", "Titles", "Transactions With Affiliates", "Expenses", "Records", "Financial Statements", "Benefits", "Headings", "Definitions", "Powers", "Capitalization", "Books", "Representations", "Integration", "Interpretations", "Vesting", "Cooperation", "Assignments", "Participations", "Change In Control", "Consents", "Anti-Corruption Laws", "Erisa", "Specific Performance", "Authorizations", "Withholdings", "Warranties", "Adjustments", "Venues", "Taxes"], "gold": ["Taxes"]}
+{"input": "If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the Parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the Parties or the practical realization of the benefits that would otherwise be conferred upon the Parties. The Parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).", "references": ["Defined Terms", "Qualifications", "Change In Control", "Existence", "Publicity", "Sales", "Waiver Of Jury Trials", "Consents", "Transactions With Affiliates", "Entire Agreements", "No Defaults", "Intellectual Property", "Assigns", "Tax Withholdings", "Interests", "Submission To Jurisdiction", "Erisa", "Financial Statements", "Vacations", "Jurisdictions", "Brokers", "Benefits", "Governing Laws", "Releases", "Arbitration", "Disability", "Miscellaneous", "Specific Performance", "Applicable Laws", "No Conflicts", "Severability"], "gold": ["Severability"]}
+{"input": "Purchaser has full power and authority to enter into this Agreement and to perform all obligations required to be performed by it hereunder. This Agreement, when executed and delivered by Purchaser, will constitute Purchaser\u2019s valid and legally binding obligation, enforceable in accordance with its terms, except (a)\u00a0as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors\u2019 rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.", "references": ["Venues", "Successors", "Terminations", "Base Salary", "Brokers", "Liens", "Intellectual Property", "No Conflicts", "Interpretations", "Representations", "Waivers", "Existence", "Assignments", "Transactions With Affiliates", "Employment", "Use Of Proceeds", "Qualifications", "Entire Agreements", "Construction", "Consent To Jurisdiction", "Effective Dates", "Cooperation", "Submission To Jurisdiction", "Sanctions", "No Waivers", "Consents", "Definitions", "Anti-Corruption Laws", "Authority", "Enforceability", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.", "references": ["Indemnity", "Survival", "Successors", "Authority", "Employment", "Brokers", "Confidentiality", "Subsidiaries", "Transactions With Affiliates", "Agreements", "Change In Control", "Vesting", "Base Salary", "Taxes", "Approvals", "Payments", "Effective Dates", "Erisa", "Applicable Laws", "Withholdings", "Assigns", "Positions", "Integration", "No Waivers", "Remedies", "Expenses", "Duties", "Compliance With Laws", "Definitions", "Modifications", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "DSS and its Subsidiaries own or possess all Intellectual Property, except where the lack of such ownership or rights to use would not have a Material Adverse Effect. DSS is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any of DSS\u2019s Intellectual Property or the operation of DSS\u2019s business. DSS and its subsidiaries have taken all steps necessary to perfect its ownership of and interest in DSS\u2019s Intellectual Property.", "references": ["Miscellaneous", "Headings", "Change In Control", "Liens", "Publicity", "Consent To Jurisdiction", "Sanctions", "Titles", "Indemnifications", "Submission To Jurisdiction", "Waivers", "Enforceability", "Counterparts", "Adjustments", "Solvency", "Successors", "Assignments", "Applicable Laws", "Vesting", "Existence", "Integration", "No Defaults", "Withholdings", "Books", "Terms", "Effective Dates", "Capitalization", "Modifications", "Employment", "Approvals", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This offer letter amends, restates and supersedes the prior signed offer letter dated September 9, 2018, for purposes of an earlier employment start date.", "references": ["Construction", "Disability", "Organizations", "Vacations", "Integration", "Survival", "Capitalization", "Qualifications", "Waiver Of Jury Trials", "Benefits", "Anti-Corruption Laws", "Waivers", "Notices", "Enforceability", "Definitions", "Further Assurances", "Employment", "Fees", "Effective Dates", "Approvals", "No Waivers", "Headings", "Releases", "Representations", "Books", "Solvency", "Interests", "Governing Laws", "Adjustments", "Defined Terms", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, and copyrights, and registrations and applications for registration of any of the foregoing (collectively, \u201c Intellectual Property \u201d) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future as described in the SEC Reports and, to the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity, other than as described in the SEC Reports. Neither the Company nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directors or employees, in each case that would reasonably be expected to result in a Material Adverse Effect. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.", "references": ["Death", "Qualifications", "Employment", "Positions", "Notices", "Change In Control", "Defined Terms", "Authorizations", "Litigations", "Transactions With Affiliates", "Applicable Laws", "Representations", "Confidentiality", "Remedies", "No Defaults", "Successors", "Arbitration", "Expenses", "Approvals", "Fees", "Duties", "Vacations", "Titles", "Counterparts", "Compliance With Laws", "Powers", "Disclosures", "Adjustments", "Entire Agreements", "Disability", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "All warranties and representations (as of the date such warranties and representations were made) made herein or in any certificate or other instrument delivered by any party hereto or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the issuance of the Warrant Shares. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties; provided , however that no party may assign this Agreement or the obligations and rights of such party hereunder without the prior written consent of the other parties hereto.", "references": ["Assignments", "Confidentiality", "Notices", "Construction", "Liens", "No Defaults", "General", "Governing Laws", "Enforceability", "Severability", "Non-Disparagement", "Effectiveness", "Sales", "Costs", "Subsidiaries", "Definitions", "Death", "Waivers", "Amendments", "Applicable Laws", "Terminations", "Compliance With Laws", "Fees", "Waiver Of Jury Trials", "Litigations", "Powers", "Agreements", "Further Assurances", "Representations", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "The Transactions (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b)\u00a0will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c)\u00a0will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and (d)\u00a0will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents.", "references": ["Litigations", "Further Assurances", "Venues", "Employment", "Duties", "Insurances", "General", "Tax Withholdings", "Authorizations", "Confidentiality", "Construction", "Waivers", "Severability", "Base Salary", "Benefits", "Arbitration", "Withholdings", "Definitions", "Successors", "Non-Disparagement", "Qualifications", "Organizations", "Sales", "Vesting", "Forfeitures", "No Waivers", "Indemnity", "Enforceability", "Effective Dates", "Existence", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Covered Executive by the Company or are produced by the Covered Executive in connection with the Covered Executive\u2019s employment will be and remain the sole property of the Company.\u00a0 The Covered Executive will return to the Company all such materials and property as and when requested by the Company. In any event, the Covered Executive will return all such materials and property immediately upon termination of the Covered Executive\u2019s employment for any reason.\u00a0 The Covered Executive will not retain with the Covered Executive any such material or property or any copies thereof after such termination.", "references": ["Successors", "Payments", "Subsidiaries", "Terms", "Headings", "Qualifications", "Further Assurances", "Financial Statements", "Jurisdictions", "Benefits", "Effective Dates", "Interests", "Amendments", "Compliance With Laws", "Assignments", "Positions", "Intellectual Property", "Approvals", "Agreements", "Capitalization", "Indemnifications", "Adjustments", "Authorizations", "Enforcements", "Definitions", "Consent To Jurisdiction", "Binding Effects", "Severability", "Defined Terms", "Books", "Records"], "gold": ["Records"]}
+{"input": "The Borrower will give notice to the Agent within five (5)\u00a0Business Days after Borrower or any ERISA Affiliate (i)\u00a0gives or is required to give notice to the PBGC of any \u201creportable event\u201d (as defined in Section\u00a04043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or knows that the plan administrator of any such plan has given or is required to give notice of any such reportable event; (ii)\u00a0gives a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii)\u00a0receives any notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any such plan.", "references": ["Successors", "Participations", "Effective Dates", "Warranties", "Remedies", "Vesting", "Modifications", "Releases", "Construction", "Miscellaneous", "Approvals", "Costs", "Positions", "Sales", "Confidentiality", "Defined Terms", "Transactions With Affiliates", "General", "Governing Laws", "Submission To Jurisdiction", "Sanctions", "Adjustments", "Binding Effects", "Withholdings", "Definitions", "Arbitration", "Records", "Venues", "Titles", "Counterparts", "Erisa"], "gold": ["Erisa"]}
+{"input": "THE PROVISIONS OF SECTION\u00a011 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AND APPLY MUTATIS MUTANDIS.", "references": ["Effective Dates", "Miscellaneous", "Notices", "Qualifications", "Representations", "Subsidiaries", "Forfeitures", "Transactions With Affiliates", "Indemnity", "Applicable Laws", "No Waivers", "Submission To Jurisdiction", "Existence", "Releases", "Severability", "Intellectual Property", "No Defaults", "Death", "Liens", "Indemnifications", "No Conflicts", "Benefits", "Participations", "Confidentiality", "Terminations", "Positions", "Disclosures", "Erisa", "Insurances", "Books", "Venues"], "gold": ["Venues"]}
+{"input": "Notices and communications under this Subordination Agreement shall be in writing and shall be given by (i) hand-delivery, (ii) first class mail (postage prepaid), (iii) reliable overnight commercial courier (charges prepaid); or (iv) facsimile or other electronic transmission, to the addresses and facsimile numbers listed below the signature of each Lender below. Notice given by facsimile or other electronic transmission shall be deemed to have been given and received when sent. Notice by overnight courier shall be deemed to have been given and received on the date scheduled for delivery. Notice by mail shall be deemed to have been given and received three (3) calendar days after the date first deposited in the United States mail. Notice by hand-delivery shall be deemed to have been given and received upon delivery. A Lender may change its address and/or facsimile number by giving written notice to the other Lender as specified herein.", "references": ["Records", "Base Salary", "Assigns", "Compliance With Laws", "Specific Performance", "Counterparts", "Releases", "Powers", "Intellectual Property", "Interpretations", "Modifications", "Severability", "Headings", "Withholdings", "Expenses", "Anti-Corruption Laws", "Applicable Laws", "Brokers", "Authority", "Jurisdictions", "Entire Agreements", "Publicity", "Titles", "No Waivers", "Binding Effects", "Cooperation", "Adjustments", "Indemnity", "Submission To Jurisdiction", "Benefits", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Buyer and the Seller Representative (on behalf of the Sellers) (subject to Section 11.7 and Section 11.9(d) , which in the circumstances described therein would require one or more Sellers to sign). This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section\u00a08.3 shall be void.", "references": ["Use Of Proceeds", "Disclosures", "Submission To Jurisdiction", "Notices", "Definitions", "Insurances", "Entire Agreements", "Indemnifications", "Death", "Subsidiaries", "Integration", "Specific Performance", "Base Salary", "Powers", "Anti-Corruption Laws", "No Conflicts", "Jurisdictions", "Interpretations", "Cooperation", "Authority", "Titles", "Remedies", "Defined Terms", "Venues", "Employment", "Indemnity", "Compliance With Laws", "Terminations", "Tax Withholdings", "Positions", "Amendments"], "gold": ["Amendments"]}
+{"input": "As of the date of this Agreement, the authorized capital stock of the Company consists of 1,000,000,000 shares of common stock, USD $0.001 par value per share, and 30,000,000 shares of preferred stock, par value $0.001, of which as of the date of this Agreement, 95,300,000 shares of the Company Common Stock and 0 shares of preferred stock are issued and outstanding. All shares of outstanding Company Common Stock have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable.", "references": ["Consent To Jurisdiction", "Withholdings", "Disability", "Governing Laws", "Transactions With Affiliates", "Assigns", "Waivers", "Closings", "Participations", "Enforceability", "Fees", "Payments", "Definitions", "Titles", "Waiver Of Jury Trials", "Powers", "Existence", "Liens", "Successors", "Survival", "Employment", "Taxes", "Non-Disparagement", "Submission To Jurisdiction", "Authority", "Interests", "Sanctions", "Releases", "Severability", "Solvency", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Except as set forth in Schedule\u00a04.7, there is no suit, action or litigation by any Person by or before any Governmental Authority, and no legal, administrative or arbitration proceedings, pending, or to Seller\u2019s Knowledge, threatened against Seller or the Assets.", "references": ["Organizations", "Benefits", "Erisa", "Amendments", "Indemnifications", "Terminations", "Warranties", "Disclosures", "Positions", "Solvency", "Agreements", "Sales", "Jurisdictions", "Publicity", "Notices", "Authorizations", "Closings", "Forfeitures", "Binding Effects", "Interests", "Compliance With Laws", "Liens", "Titles", "Assignments", "Submission To Jurisdiction", "Death", "Withholdings", "Non-Disparagement", "Authority", "Insurances", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Plan and Trust shall be construed and enforced according to the Code, the Act and the laws of the state or commonwealth in which the Employer's (or if there is a corporate Trustee, the Trustee's, or if the Plan is fully insured, the Insurer's) principal office is located (unless otherwise designated in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections)), other than its laws respecting choice of law, to the extent not pre-empted by federal law.", "references": ["Compliance With Laws", "Jurisdictions", "Withholdings", "Qualifications", "Amendments", "Litigations", "Consents", "Further Assurances", "Vacations", "Effectiveness", "Disclosures", "Cooperation", "Indemnifications", "Successors", "Miscellaneous", "Specific Performance", "Agreements", "Terminations", "Powers", "Waivers", "Headings", "Adjustments", "Consent To Jurisdiction", "Remedies", "Definitions", "Submission To Jurisdiction", "Assigns", "No Waivers", "Sanctions", "Intellectual Property", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section \u200e3.1 ), Seller shall sell, assign, convey, transfer and deliver to Buyer, free and clear of all Liens and Buyer shall purchase, acquire and accept from Seller, the Shares, representing 100% of the issued and outstanding share capital of the Company, on a fully diluted basis, against the Purchase Price (as defined below).", "references": ["Assigns", "Existence", "Entire Agreements", "Transactions With Affiliates", "Specific Performance", "Withholdings", "Waiver Of Jury Trials", "Notices", "Erisa", "Employment", "Authority", "Subsidiaries", "Organizations", "Definitions", "Agreements", "Financial Statements", "Effectiveness", "Binding Effects", "Taxes", "Survival", "Anti-Corruption Laws", "Releases", "Governing Laws", "Jurisdictions", "Vesting", "No Conflicts", "Sanctions", "No Defaults", "Submission To Jurisdiction", "No Waivers", "Sales"], "gold": ["Sales"]}
+{"input": "The execution, delivery and performance by such Investor of this Agreement has been duly authorized and has been duly executed and when delivered will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors\u2019 rights generally and to general equitable principles.", "references": ["Releases", "Miscellaneous", "Positions", "Terms", "Litigations", "Titles", "Costs", "Forfeitures", "Solvency", "Payments", "Assigns", "Jurisdictions", "Liens", "Sales", "Existence", "Terminations", "Anti-Corruption Laws", "Organizations", "Closings", "Entire Agreements", "Brokers", "Construction", "Applicable Laws", "Death", "Enforcements", "Non-Disparagement", "Warranties", "Cooperation", "No Defaults", "Successors", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement may be signed in multiple counterparts, each of which shall be deemed an original. Any executed counterpart returned by facsimile or electronic transmission shall be deemed an original executed counterpart.", "references": ["Further Assurances", "Approvals", "Cooperation", "Litigations", "Representations", "Indemnifications", "Powers", "Releases", "Financial Statements", "Adjustments", "Duties", "Withholdings", "Death", "Taxes", "Agreements", "Use Of Proceeds", "Disability", "No Conflicts", "Interests", "Remedies", "Compliance With Laws", "Expenses", "Venues", "Notices", "Definitions", "Assignments", "No Waivers", "No Defaults", "Specific Performance", "Sanctions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)\u00a0the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section \u00a011.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, an L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.", "references": ["Headings", "Capitalization", "Insurances", "Books", "Binding Effects", "Use Of Proceeds", "Specific Performance", "Arbitration", "Employment", "Powers", "Terms", "Warranties", "Amendments", "Counterparts", "Consent To Jurisdiction", "Releases", "Titles", "Submission To Jurisdiction", "Taxes", "Notices", "Base Salary", "Erisa", "Benefits", "Further Assurances", "Agreements", "Interpretations", "Participations", "Integration", "Expenses", "Vacations", "Severability"], "gold": ["Severability"]}
+{"input": "The Borrower and each of its Restricted Subsidiaries owns, or has the legal right to use, all United States patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes necessary for each of them to conduct its business substantially as currently conducted (the \u201c Intellectual Property \u201d) except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect.", "references": ["Insurances", "Tax Withholdings", "Expenses", "Costs", "Fees", "Taxes", "Anti-Corruption Laws", "Payments", "No Defaults", "Compliance With Laws", "Further Assurances", "Waivers", "Approvals", "Releases", "Interests", "Venues", "Qualifications", "Cooperation", "Death", "Powers", "Duties", "Definitions", "Positions", "Arbitration", "Jurisdictions", "Existence", "Adjustments", "Base Salary", "Forfeitures", "Indemnifications", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Upon the occurrence of an Event of Default, Lender shall have the right to exercise any rights and remedies set forth in the Credit Agreement and the other Loan Documents.", "references": ["Publicity", "Non-Disparagement", "Use Of Proceeds", "Binding Effects", "Transactions With Affiliates", "Organizations", "Authority", "Releases", "Enforcements", "Taxes", "No Conflicts", "No Defaults", "Interpretations", "Modifications", "Effectiveness", "Counterparts", "Existence", "Titles", "Submission To Jurisdiction", "Cooperation", "Records", "Specific Performance", "Approvals", "Venues", "Notices", "Powers", "Defined Terms", "Benefits", "Headings", "Warranties", "Remedies"], "gold": ["Remedies"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day , (b) the next Business Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses for notice shall be as set forth in the Purchase Agreement.", "references": ["Anti-Corruption Laws", "Waiver Of Jury Trials", "Expenses", "Intellectual Property", "Authority", "Capitalization", "Sanctions", "Publicity", "Liens", "Integration", "Terms", "Assignments", "Amendments", "Employment", "Survival", "Litigations", "Enforceability", "Venues", "Specific Performance", "Tax Withholdings", "Enforcements", "Representations", "Financial Statements", "Terminations", "Defined Terms", "Authorizations", "Subsidiaries", "Records", "Approvals", "Participations", "Notices"], "gold": ["Notices"]}
+{"input": "Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, in violation of Regulation U or X of the FRB.", "references": ["Indemnity", "Applicable Laws", "Forfeitures", "Disclosures", "Records", "Venues", "Specific Performance", "Litigations", "Waiver Of Jury Trials", "Solvency", "No Conflicts", "No Defaults", "Positions", "Consents", "Terminations", "Assigns", "Submission To Jurisdiction", "Notices", "Construction", "Agreements", "Compliance With Laws", "Non-Disparagement", "Books", "Headings", "Interpretations", "Approvals", "Definitions", "Indemnifications", "Anti-Corruption Laws", "Benefits", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "During and after the Employment Period, Employee shall maintain the secrecy and confidentiality of the Trade Secrets and the Confidential Information. If Employee is required to disclose Confidential Information pursuant to a subpoena, court order, statute, law, rule, regulation or other similar requirement (a \u201cLegal Requirement\u201d), then Employee shall provide prompt notice of such Legal Requirement to GP Strategies to the extent permitted by law. Employee shall take reasonable steps to assist GP Strategies in contesting such Legal Requirement and in obtaining a protective order or otherwise protecting GP Strategies\u2019 rights with respect to such Confidential Information to the extent permitted by law. This Agreement does not prohibit Employee from reporting possible violations of law or regulation to any governmental agency or entity or making any disclosures protected under the whistleblower provisions of any applicable law or regulation. Employee does not need the prior authorization of GP Strategies to make any such reports or disclosures and is not required to notify GP Strategies that Employee has made such reports or disclosures.", "references": ["Specific Performance", "Expenses", "Sales", "Litigations", "Powers", "Titles", "Costs", "Assigns", "Submission To Jurisdiction", "Venues", "Jurisdictions", "Organizations", "Releases", "Definitions", "Non-Disparagement", "Waiver Of Jury Trials", "Publicity", "Closings", "Successors", "Interests", "Compliance With Laws", "Subsidiaries", "Transactions With Affiliates", "Books", "Authority", "Effective Dates", "Disclosures", "No Waivers", "Waivers", "Taxes", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "OHGI, on the one hand, the Company and the Members, on the other hand, each agree with the other that the documentation and other information disclosed to them by the other party hereunder to evaluate various the business and affairs of the Company or OHGI, as the case may be, and various aspects of the Exchange and the other transactions contemplated hereby may contain proprietary confidential information and trade secrets, and that the disclosure and unauthorized use of such information could cause irreparable injury. The parties agree that all such information and materials shall be used and d i sclosed only to the limited extent necessary for the parties hereto (and their professional advisors) to evaluate the Exchange and the other transactions contemplated hereby. All extracts, digests and copies of such documentation and information shall be maintained under strict control by the recipients. Upon termination of the negotiations by the parties, no party (or advisor to such party) shall make any further use of such documentation and information , and all documentation previously obtained (together with all copies, abstracts, digests and analyses thereof) shall be returned to the party providing such information. The Company and the Members recognize that OHGI is a publicly traded company in the United States and agree not to buy OHGI Common Stock or recommend to any other party that it or he or she do so, from the Closing Date until such information has been disclosed to the public.", "references": ["Notices", "Records", "Vacations", "Releases", "No Defaults", "Forfeitures", "Titles", "Arbitration", "Construction", "Severability", "Insurances", "Payments", "Withholdings", "Consent To Jurisdiction", "Existence", "Vesting", "Disclosures", "Miscellaneous", "Specific Performance", "Waivers", "Headings", "Entire Agreements", "Participations", "Litigations", "Erisa", "Sanctions", "Indemnifications", "Counterparts", "Interpretations", "Death", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement has been delivered and accepted in and shall be deemed to have been made in New York, New York and shall be interpreted, and the rights and liabilities of the parties bound hereby determined, in accordance with the laws of the State of New York.", "references": ["Authority", "Terminations", "Agreements", "Capitalization", "No Conflicts", "Transactions With Affiliates", "Vesting", "Specific Performance", "Duties", "Sales", "Warranties", "Disclosures", "Adjustments", "Vacations", "Defined Terms", "Interpretations", "Approvals", "Records", "Closings", "Indemnity", "Anti-Corruption Laws", "Financial Statements", "Books", "Effectiveness", "Employment", "Submission To Jurisdiction", "Litigations", "Counterparts", "Intellectual Property", "Benefits", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice, demand, request, consent, approval, disapproval or certificate (\u201c Notice \u201d) required or desired to be given under this Lease shall be in writing and given by certified mail, return receipt requested, by personal delivery or by a nationally recognized overnight delivery service (such as Federal Express or UPS) providing a receipt for delivery. Notices may not be given by facsimile. The date of giving any Notice shall be deemed to be the date upon which delivery is actually made by one of the methods described in this Section\u00a020(c) (or attempted if said delivery is refused or rejected). If a Notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. All notices, demands, requests, consents, approvals, disapprovals, or certificates shall be addressed at the address specified in Item\u00a014 of the Basic Lease Provisions or to such other addresses as may be specified by written notice from Landlord to Tenant and if to Tenant, at the Premises. Either party may change its address by giving reasonable advance written Notice of its new address in accordance with the methods described in this Paragraph; provided, however, no notice of either party\u2019s change of address shall be effective until fifteen\u00a0(15) days after the addressee\u2019s actual receipt thereof. For the purpose of this Lease, Landlord or Tenant\u2019s counsel may provide Notices to Landlord or Tenant on behalf of Landlord or Tenant and such notices shall be binding on the other party as if such notices have been provided directly by Landlord or Tenant.", "references": ["Death", "Effective Dates", "Applicable Laws", "Existence", "Remedies", "Disclosures", "Powers", "Sales", "Arbitration", "Interpretations", "Further Assurances", "Costs", "Employment", "Compliance With Laws", "Expenses", "Waivers", "No Defaults", "Forfeitures", "Tax Withholdings", "Effectiveness", "Benefits", "Intellectual Property", "Terms", "Disability", "Enforceability", "Modifications", "Terminations", "Participations", "Payments", "Titles", "Notices"], "gold": ["Notices"]}
+{"input": "All representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until the date that is one year from the date of this Agreement; provided , that the representations and warranties in Section 1.10 shall survive until thirty (30) days after the expiration of the applicable statute of limitations, and Sections 1.1, 1.2, 1.3, 1.6, 1.7, 1.12, 1.13 and Sections 2.1, 2.2, 2.3 and 2.4 shall survive indefinitely. All covenants and agreements of the parties contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby indefinitely or for the period explicitly specified therein.", "references": ["Closings", "Miscellaneous", "Further Assurances", "Warranties", "Releases", "Enforceability", "Enforcements", "Assignments", "Liens", "Interpretations", "Vacations", "Terms", "Disability", "Submission To Jurisdiction", "Compliance With Laws", "Defined Terms", "Organizations", "Benefits", "Governing Laws", "Withholdings", "Existence", "Consents", "Effective Dates", "Applicable Laws", "Titles", "Use Of Proceeds", "Authority", "Sales", "Taxes", "Erisa", "Survival"], "gold": ["Survival"]}
+{"input": "This Release Agreement constitutes the entire agreement and understanding of the parties with respect to the release of claims provided for herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to such release of claims. Executive acknowledges and agrees that she is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Release Agreement. This Release Agreement may not be altered or modified other than in a writing signed by Executive and an authorized representative of the Company.", "references": ["Venues", "No Waivers", "Insurances", "Adjustments", "Capitalization", "Publicity", "Arbitration", "Amendments", "Headings", "Remedies", "Integration", "Agreements", "Liens", "Authority", "Books", "Specific Performance", "Qualifications", "Employment", "Non-Disparagement", "Benefits", "Consents", "Participations", "Erisa", "Severability", "Successors", "General", "Death", "Terminations", "Representations", "Enforceability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.", "references": ["Organizations", "Integration", "Confidentiality", "Further Assurances", "Interpretations", "Solvency", "Disability", "Duties", "Erisa", "Jurisdictions", "Qualifications", "Cooperation", "Financial Statements", "Records", "Construction", "Intellectual Property", "Counterparts", "Approvals", "Disclosures", "Submission To Jurisdiction", "Terminations", "Adjustments", "Survival", "Releases", "Brokers", "Sales", "Entire Agreements", "Authority", "Expenses", "Positions", "Severability"], "gold": ["Severability"]}
+{"input": "This Escrow Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and assigns.", "references": ["Interpretations", "Defined Terms", "Litigations", "Powers", "Further Assurances", "Compliance With Laws", "Capitalization", "Cooperation", "Positions", "Approvals", "Erisa", "Assignments", "Sanctions", "Remedies", "Publicity", "Duties", "Vesting", "Enforcements", "Intellectual Property", "Effectiveness", "Interests", "Terms", "Use Of Proceeds", "Expenses", "Binding Effects", "Representations", "Payments", "Survival", "Waivers", "Entire Agreements", "Benefits"], "gold": ["Benefits"]}
+{"input": "All payments made by Borrowers under the Note, this Agreement and the other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (other than taxes imposed on the income of Lender, or any franchise taxes assessed to Lender).", "references": ["Sales", "Miscellaneous", "Records", "Vesting", "Employment", "Existence", "Expenses", "Defined Terms", "Further Assurances", "Terminations", "Participations", "General", "Cooperation", "Solvency", "Arbitration", "Modifications", "Erisa", "Assignments", "Indemnifications", "Integration", "Payments", "Confidentiality", "Successors", "Notices", "Benefits", "Enforceability", "Change In Control", "No Defaults", "Warranties", "Remedies", "Taxes"], "gold": ["Taxes"]}
+{"input": "Upon termination of the Agreement for any reason, defined terms and the following sections of the License Agreement remain in force as non-cancelable obligations: 5.3, 6, 9, 11, 12, 14.1, 14.2, 14.3, 14.5, 14.6, 14.7, 14.8, 14.10, 14.11, 14.12, 14.13, 15, 17 and 19.", "references": ["Notices", "Transactions With Affiliates", "Agreements", "Organizations", "Specific Performance", "Death", "Taxes", "Withholdings", "Subsidiaries", "Publicity", "Benefits", "Enforcements", "No Waivers", "Assignments", "Capitalization", "Employment", "Venues", "Financial Statements", "Consent To Jurisdiction", "Forfeitures", "Approvals", "Positions", "Headings", "No Conflicts", "Books", "Confidentiality", "Records", "Base Salary", "Miscellaneous", "Further Assurances", "Survival"], "gold": ["Survival"]}
+{"input": "(a) Maintain with financially sound and reputable insurers, insurance on its properties, including, but not limited to, the Collateral with coverage and limits as may be required by law and satisfactory to Lender and of such character and amounts as are customarily maintained by Persons engaged in like business or having similar properties in the same geographic area, including, without limitation, fire, theft, burglary, pilferage, public liability, products liability insurance and such other hazards as Lender may specify; (b) furnish to Lender upon the execution of this Agreement and at the beginning of each fiscal year, copies of policies and a statement of the insurance coverage acceptable to Lender; and (c) obtain other or additional insurance promptly, upon the reasonable request of Lender, to the extent that such insurance may be available. Lender shall be named as additional insured and mortgagee or lender loss payee or both as its interests may appear under such policies to the extent of its interest and Borrower will provide such endorsements. The policies shall provide that no cancellation shall occur without thirty (30) days\u2019 prior written notice to Lender. The policies shall also include an endorsement providing that coverage in favor of Lender will not be impaired in any way, by any act, omission or default of Borrower of any other person. Borrower shall provide to Lender notice that such policies have been renewed and premiums are paid by Borrower in accordance with the terms of such policies at least fifteen (15) days prior to the date of expiration. Borrower will at least annually and upon any change, or more often upon the occurrence of an Event of Default, and upon request of Lender, furnish to Lender a schedule of all insurance carried by Borrower, setting forth in detail the amount and type of such insurance. If Borrower fails to comply with this Section 5.3, Lender is authorized to obtain such insurance in the name of Borrower or Lender at the expense of Borrower which amounts may be added to the Obligations.", "references": ["Indemnifications", "Effectiveness", "Base Salary", "No Conflicts", "Confidentiality", "Compliance With Laws", "Intellectual Property", "Expenses", "Change In Control", "Records", "Integration", "Consents", "Disclosures", "Use Of Proceeds", "Assigns", "Capitalization", "Notices", "Authority", "Waiver Of Jury Trials", "Remedies", "Submission To Jurisdiction", "Warranties", "Erisa", "Agreements", "Liens", "Headings", "Waivers", "Fees", "Entire Agreements", "Further Assurances", "Insurances"], "gold": ["Insurances"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Submission To Jurisdiction", "Withholdings", "Defined Terms", "Intellectual Property", "Severability", "Interpretations", "Brokers", "Vesting", "Compliance With Laws", "Indemnity", "Tax Withholdings", "Effectiveness", "Releases", "Organizations", "Base Salary", "Adjustments", "Waivers", "Non-Disparagement", "Forfeitures", "Arbitration", "Powers", "Venues", "Counterparts", "Authorizations", "Disability", "Cooperation", "Titles", "Fees", "Consent To Jurisdiction", "Integration", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "As of the Effective Date of this Agreement, the Company agrees to pay the Employee during the term of this Agreement an initial base salary of $125,000 per year (the \"Base Salary\"), payable in accordance with Company\u2019s normal payroll practices with such payroll deductions and withholdings as are required by law or are otherwise authorized by Employee. The Employee\u2019s Base Salary shall be reviewed no less frequently than annually by the Compensation Committee of the Board of Directors of SBSI (the \u201cCompensation Committee\u201d). During the term of this Agreement, it is agreed that Company may not reduce Employee\u2019s Base Salary in any calendar year by an amount in excess of five (5%) percent of the Base Salary unless such reduction is part of a general reduction in compensation among employees of the same or similar category.", "references": ["Survival", "Expenses", "Intellectual Property", "Participations", "Definitions", "Effectiveness", "Remedies", "Powers", "Interests", "Effective Dates", "Waivers", "Forfeitures", "Further Assurances", "Governing Laws", "Enforcements", "Consents", "Non-Disparagement", "Disability", "Enforceability", "Interpretations", "Arbitration", "Integration", "Applicable Laws", "Vesting", "Terminations", "Subsidiaries", "Authority", "Adjustments", "Disclosures", "Assignments", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Target Performance Equivalents then outstanding will immediately vest in the event of the Recipient\u2019s death and shall be released as soon as administratively feasible.", "references": ["Counterparts", "Entire Agreements", "Notices", "Costs", "Benefits", "Definitions", "Construction", "Non-Disparagement", "Erisa", "Disclosures", "Adjustments", "Enforcements", "Duties", "No Defaults", "Confidentiality", "Withholdings", "Solvency", "Enforceability", "Anti-Corruption Laws", "Warranties", "Financial Statements", "Publicity", "Modifications", "Participations", "Brokers", "Authorizations", "Arbitration", "Remedies", "Venues", "Payments", "Death"], "gold": ["Death"]}
+{"input": "The financial statements concerning the Lessee Entities delivered by or on behalf of Lessee to Lessor are true, correct and complete in all respects, and no adverse change has occurred with respect to such financial statements, since the date such financial statements were prepared or delivered to Lessor. Lessee understands that Lessor is relying upon such financial statements and Lessee represents that such reliance is reasonable. All such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and accurately reflect, as of the date of this Agreement and the Closing Date, the financial condition of each individual or entity to which they pertain.", "references": ["Governing Laws", "Taxes", "Use Of Proceeds", "Publicity", "Amendments", "Assigns", "Duties", "Erisa", "Warranties", "Disability", "Confidentiality", "Anti-Corruption Laws", "Positions", "Payments", "Effective Dates", "Death", "Applicable Laws", "Effectiveness", "Miscellaneous", "Releases", "Jurisdictions", "Fees", "Insurances", "Records", "Expenses", "Counterparts", "No Waivers", "Litigations", "Adjustments", "Successors", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Release shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.", "references": ["Withholdings", "Miscellaneous", "Compliance With Laws", "Taxes", "Authority", "Cooperation", "Entire Agreements", "Positions", "Tax Withholdings", "Modifications", "Solvency", "Payments", "Powers", "Approvals", "Definitions", "Base Salary", "Waivers", "Assignments", "Financial Statements", "Releases", "Sales", "Costs", "Authorizations", "Arbitration", "Sanctions", "Waiver Of Jury Trials", "Construction", "No Defaults", "Enforceability", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company represents and warrants to the Investors that (a) the Company has the corporate power and authority to execute the Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.", "references": ["Agreements", "Transactions With Affiliates", "Intellectual Property", "Taxes", "Compliance With Laws", "Records", "Authorizations", "Adjustments", "Sanctions", "Cooperation", "Venues", "Powers", "Confidentiality", "Assignments", "Indemnifications", "Jurisdictions", "Vesting", "Disability", "Benefits", "Disclosures", "Assigns", "Integration", "Interpretations", "Change In Control", "Submission To Jurisdiction", "Definitions", "Releases", "Anti-Corruption Laws", "Erisa", "Headings", "Representations"], "gold": ["Representations"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by the Borrower and its Subsidiaries prior to the Effective Date (as modified from time to time based on the nature of the Borrower\u2019s and its Subsidiaries\u2019 respective businesses).", "references": ["Financial Statements", "Payments", "Entire Agreements", "Intellectual Property", "Severability", "Records", "Submission To Jurisdiction", "Headings", "Interpretations", "Remedies", "Assignments", "Qualifications", "Death", "Employment", "Releases", "Terms", "Terminations", "Indemnity", "Compliance With Laws", "Venues", "Liens", "Participations", "Benefits", "No Defaults", "Positions", "Indemnifications", "Costs", "Enforcements", "Counterparts", "No Waivers", "Insurances"], "gold": ["Insurances"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of subsection (b)\u00a0of this Section, (ii)\u00a0by way of participation in accordance with the provisions of subsection (d)\u00a0of this Section or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of subsection (f)\u00a0of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d)\u00a0of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Further Assurances", "Change In Control", "Binding Effects", "Financial Statements", "Duties", "Existence", "Forfeitures", "Approvals", "Fees", "Severability", "Waivers", "Tax Withholdings", "Miscellaneous", "Compliance With Laws", "Adjustments", "Enforcements", "Sales", "Disclosures", "Powers", "Remedies", "No Waivers", "Capitalization", "Consent To Jurisdiction", "Transactions With Affiliates", "Participations", "Assigns", "Jurisdictions", "Notices", "Integration", "Titles", "Successors"], "gold": ["Successors"]}
+{"input": "In the event of any actual or threatened default in, or breach of, any of the terms, conditions, and provisions of this Award, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.", "references": ["Representations", "Consent To Jurisdiction", "Withholdings", "Participations", "Assigns", "Powers", "Positions", "Publicity", "Compliance With Laws", "Jurisdictions", "Financial Statements", "Erisa", "Counterparts", "Effective Dates", "Qualifications", "Titles", "Disability", "Authority", "Base Salary", "Capitalization", "Interests", "Effectiveness", "No Defaults", "Severability", "Change In Control", "Indemnity", "Approvals", "Assignments", "Brokers", "Submission To Jurisdiction", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Each Restricted Person has timely filed, or caused to be timely filed, all federal, state and other tax returns, material reports and material statements (collectively, \u201c Tax Returns \u201d) that are required to be filed by such Restricted Person with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed; all such Tax Returns are true and correct in all material respects; each Restricted Person has timely paid, prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof, all Taxes shown to be due and payable on said Tax Returns or on any assessments made against such Restricted Person or any of such Restricted Person\u2019s properties or assets, and all other material Taxes, fees or other charges imposed on such Restricted Person\u2019s or any of such Restricted Person properties or assets by or otherwise due and payable to any Governmental Authority (other than any for which the amount or validity of which are currently being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP); and no tax Lien has been filed against the property or assets of any Restricted Person, and, to Borrower\u2019s knowledge, no claim is being asserted, with respect to any such Tax, fee or other charge, in each case, that could reasonably be expected to have a Material Adverse Change. No Tax Return is under audit or examination by any Governmental Authority, and no notice of such an audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority, in each case, that could reasonably be expected to have a Material Adverse Change. Proper and accurate amounts have been withheld by each Restricted Person, if and to the extent any such withholdings are so required, for all periods in compliance in all material respects with the tax, social security, health care and unemployment withholding provisions of applicable Governmental Requirements, and such withholdings in respect thereof, if any, have been timely paid to the respective Governmental Authorities. No Restricted Person (a) intends to treat the Loans or any other transaction contemplated hereby as being a \u201creportable transaction\u201d (within the meaning of Treasury Regulation 1.6011-4), and (b) is aware of any facts or events that would result in such treatment. Without limiting the generality of the foregoing, each Restricted Person has paid and discharged all material ad valorem Taxes that are payable and have been assessed against its properties or any part thereof and all material production, severance and other Taxes that are payable and have been assessed against, or measured by, the production or the value, or proceeds, of the production therefrom (other than in each case any for which the amount or validity of which are currently being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP).", "references": ["Approvals", "Vacations", "Payments", "Powers", "Notices", "Enforcements", "Transactions With Affiliates", "Adjustments", "Intellectual Property", "Authority", "Non-Disparagement", "Disclosures", "Publicity", "Duties", "Indemnifications", "Participations", "Consent To Jurisdiction", "Releases", "Solvency", "Counterparts", "Sales", "Construction", "No Defaults", "No Waivers", "Erisa", "Amendments", "Records", "Qualifications", "Organizations", "Litigations", "Taxes"], "gold": ["Taxes"]}
+{"input": "Lessee shall maintain any records required by applicable laws, rules or regulations in connection with the operation of the Aircraft during any Lease Period hereunder. Without limiting the generality of the foregoing, Lessee shall maintain or cause to be maintained flight log books showing the full flight time of the Aircraft during each Lease Period hereunder, and shall keep such logs available for inspection by Lessor or its representatives at all reasonable times. Lessor shall be entitled, upon reasonable notice to Lessee, to inspect any books or records of Lessee that relate to the Aircraft\u2019s use hereunder.", "references": ["Payments", "Releases", "Consent To Jurisdiction", "Indemnity", "Miscellaneous", "Insurances", "Tax Withholdings", "Vacations", "Severability", "No Conflicts", "General", "Taxes", "Successors", "Further Assurances", "Financial Statements", "Counterparts", "Base Salary", "Assignments", "Governing Laws", "Sales", "Representations", "Modifications", "Terms", "Books", "Sanctions", "Disclosures", "Waivers", "Submission To Jurisdiction", "No Waivers", "Definitions", "Records"], "gold": ["Records"]}
+{"input": "ETRN will provide such suitably qualified and experienced Seconded Employees as ETRN is reasonably able to make available to the Partnership, and the applicable Owner will have the right to approve such Seconded Employees.\u00a0\u00a0 All Seconded Employees identified as of the Effective Date have been approved and accepted by the applicable Owner as suitable for performing job functions related to the Services.", "references": ["Books", "Headings", "Releases", "Interests", "Modifications", "Financial Statements", "Assignments", "Publicity", "Transactions With Affiliates", "Enforcements", "Sanctions", "Specific Performance", "Withholdings", "Anti-Corruption Laws", "Solvency", "Remedies", "Intellectual Property", "Indemnifications", "Positions", "Integration", "Terminations", "Fees", "No Defaults", "Existence", "Assigns", "Disclosures", "Non-Disparagement", "Binding Effects", "Capitalization", "Effectiveness", "Approvals"], "gold": ["Approvals"]}
+{"input": "So long as the Executive is employed by the Company pursuant to this Agreement, he shall be eligible for the following benefits to the extent available to senior executives of the Company or by virtue of his position, tenure, salary and other qualifications. Any eligibility shall be subject to and in accordance with the terms and conditions of the Company\u2019s or Parent\u2019s benefits policies and applicable plans (including as to deductibles, premium sharing, co-payments or other cost-splitting arrangements).", "references": ["Qualifications", "Books", "Counterparts", "Applicable Laws", "Vacations", "Indemnifications", "Governing Laws", "Effective Dates", "Employment", "Use Of Proceeds", "Consents", "Base Salary", "Jurisdictions", "Withholdings", "Authorizations", "Titles", "Severability", "Cooperation", "Survival", "Benefits", "Construction", "Capitalization", "Submission To Jurisdiction", "Enforcements", "Miscellaneous", "Existence", "Vesting", "Sales", "Publicity", "Organizations", "General"], "gold": ["General"]}
+{"input": "The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under any provision of any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Corporation or its properties or assets. Neither the execution and delivery of this Agreement by the Corporation, nor the consummation of the transaction contemplated hereby, will result in the imposition of any security interest upon the Shares.", "references": ["Disclosures", "Erisa", "Benefits", "Enforceability", "Disability", "Survival", "Indemnity", "Expenses", "Insurances", "Liens", "Duties", "Definitions", "Fees", "Governing Laws", "Venues", "Withholdings", "Vacations", "Closings", "Specific Performance", "Waivers", "Sales", "Subsidiaries", "Assigns", "Titles", "Consent To Jurisdiction", "Notices", "Indemnifications", "Change In Control", "Participations", "Books", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors\u2019 rights generally, or by general equitable principles relating to enforceability.", "references": ["Indemnity", "Books", "Disability", "Withholdings", "Waivers", "Liens", "Change In Control", "Benefits", "Confidentiality", "No Defaults", "No Conflicts", "Approvals", "Taxes", "Sales", "Use Of Proceeds", "Enforceability", "Severability", "Effectiveness", "Authorizations", "Waiver Of Jury Trials", "Amendments", "Existence", "Base Salary", "Definitions", "Specific Performance", "Anti-Corruption Laws", "Notices", "Records", "Applicable Laws", "Remedies", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "By accepting the Award, Employee specifically agrees to the restrictive covenants contained in this Section 5 (the \u201cRestrictive Covenants\u201d) and Employee agrees that the Restrictive Covenants and the remedies described below are reasonable and necessary to protect the legitimate interests of the Company Group.", "references": ["Qualifications", "Waiver Of Jury Trials", "Transactions With Affiliates", "Forfeitures", "Sales", "Survival", "Existence", "Headings", "Indemnifications", "No Waivers", "Consents", "Organizations", "Effectiveness", "Enforcements", "Effective Dates", "Integration", "Arbitration", "Terms", "Counterparts", "Authorizations", "Waivers", "Use Of Proceeds", "Expenses", "Definitions", "Defined Terms", "Representations", "Participations", "Further Assurances", "Publicity", "Governing Laws", "Remedies"], "gold": ["Remedies"]}
+{"input": "Tenant will keep the Premises free from any mechanics', materialmen's, designers' or other liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. If any such liens are filed, Tenant at its option may contest the validity of any lien or claim of lien, provided that within sixty (60) days after such filing (or sooner if such lien is impeding any sale or financing of the Premises), Tenant shall release the same of record or provide Landlord with a bond or other security satisfactory to Landlord protecting Landlord and the Premises against such liens.", "references": ["Existence", "Solvency", "Arbitration", "Compliance With Laws", "Venues", "Withholdings", "Indemnifications", "Specific Performance", "Non-Disparagement", "Applicable Laws", "Survival", "Costs", "Benefits", "Modifications", "Terms", "Further Assurances", "Miscellaneous", "Financial Statements", "Disability", "No Conflicts", "Cooperation", "Authority", "Sales", "Positions", "Change In Control", "Closings", "Tax Withholdings", "Construction", "Definitions", "Governing Laws", "Liens"], "gold": ["Liens"]}
+{"input": "(a) Keep its insurable properties insured at all times by financially sound and reputable insurers in such amounts as shall be customary for similar businesses and maintain such other reasonable insurance (including, to the extent consistent with past practices, self-insurance), of such types, to such extent and against such risks, as is customary with companies in the same or similar businesses, taking into account the general degree to which such companies are leveraged, and maintain such other insurance as may be required by law or any other Loan Document.", "references": ["No Waivers", "Modifications", "Representations", "Definitions", "Interests", "Severability", "Solvency", "Releases", "Publicity", "Forfeitures", "Employment", "Enforceability", "Effective Dates", "Financial Statements", "Use Of Proceeds", "Specific Performance", "Sales", "Disability", "Amendments", "Books", "Participations", "Powers", "Existence", "Entire Agreements", "Duties", "Base Salary", "Withholdings", "Effectiveness", "Change In Control", "Enforcements", "Insurances"], "gold": ["Insurances"]}
+{"input": "All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid that provides proof of delivery, or (iv) transmitted by hand delivery, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Borrower to: Qrons Inc., 1900 Purdy Avenue ,#1907, Miami Beach Florida 33139, and (ii) if to the Holder, to CubeSquare LLC, 1900 Purdy Avenue ,#1907, Miami Beach Florida 33139.", "references": ["Employment", "Sanctions", "No Conflicts", "Releases", "Qualifications", "Authorizations", "Closings", "Use Of Proceeds", "Anti-Corruption Laws", "Arbitration", "Definitions", "Erisa", "Adjustments", "Organizations", "Intellectual Property", "Further Assurances", "Governing Laws", "Terminations", "Death", "Assignments", "Financial Statements", "Change In Control", "Amendments", "Effectiveness", "Warranties", "Costs", "Insurances", "Entire Agreements", "Consents", "Specific Performance", "Notices"], "gold": ["Notices"]}
+{"input": "This First Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.", "references": ["Use Of Proceeds", "Representations", "Remedies", "Insurances", "Adjustments", "Modifications", "Consents", "Further Assurances", "Sales", "Financial Statements", "Intellectual Property", "Entire Agreements", "Sanctions", "Interpretations", "Headings", "Non-Disparagement", "Integration", "General", "Erisa", "Cooperation", "Disclosures", "Arbitration", "Approvals", "Transactions With Affiliates", "Notices", "No Conflicts", "Interests", "Waivers", "Titles", "Binding Effects", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.", "references": ["Adjustments", "Agreements", "Fees", "Further Assurances", "Powers", "Approvals", "Remedies", "Capitalization", "Litigations", "Survival", "Taxes", "Titles", "Benefits", "Notices", "Publicity", "Amendments", "Defined Terms", "Death", "Brokers", "Employment", "Jurisdictions", "Erisa", "Specific Performance", "Modifications", "Transactions With Affiliates", "Solvency", "Arbitration", "Vesting", "Consents", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "The words \u201cMortgagor\u201d and \u201cMortgagee\u201d include singular or plural, individual or entity, and the respective heirs, executors, administrators, permitted successors and permitted assigns of Mortgagor, and Mortgagee, as the case may be. \u00a0 The use of any gender applies to all genders.", "references": ["Powers", "Modifications", "Vesting", "No Waivers", "Change In Control", "Sanctions", "Further Assurances", "Enforceability", "Remedies", "Withholdings", "Books", "Waiver Of Jury Trials", "Assignments", "Consent To Jurisdiction", "Disclosures", "Binding Effects", "Payments", "Counterparts", "Anti-Corruption Laws", "Approvals", "Existence", "Duties", "Closings", "Fees", "No Conflicts", "Brokers", "Use Of Proceeds", "Expenses", "Forfeitures", "Titles", "Construction"], "gold": ["Construction"]}
+{"input": "The covenants of confidentiality set forth herein will apply on and after the date hereof to any Confidential Information and Trade Secrets disclosed by the Company or developed by the Executive while employed or engaged by the Company prior to or after the date hereof. The covenants restricting the use of Confidential Information and Trade Secrets will continue to apply following termination of this Agreement for so long as permitted by the governing law.", "references": ["Waiver Of Jury Trials", "Governing Laws", "Existence", "Successors", "Records", "Effectiveness", "Approvals", "Submission To Jurisdiction", "Solvency", "No Waivers", "Binding Effects", "Closings", "Remedies", "Books", "Forfeitures", "Change In Control", "Transactions With Affiliates", "Headings", "Positions", "Sales", "Financial Statements", "Titles", "Indemnifications", "Organizations", "Compliance With Laws", "Construction", "Jurisdictions", "Warranties", "Erisa", "Fees", "Survival"], "gold": ["Survival"]}
+{"input": "Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix \u00a0A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the \u201c Sale and Servicing Agreement \u201d) among Santander Drive Auto Receivables Trust 2018-2, Santander Consumer, as Servicer, the Purchaser, as Seller, and Wells Fargo Bank, National Association, as Indenture Trustee, which also contains rules as to usage that are applicable herein.", "references": ["Enforcements", "Enforceability", "Submission To Jurisdiction", "Insurances", "Titles", "Liens", "Expenses", "Subsidiaries", "Waiver Of Jury Trials", "Forfeitures", "No Conflicts", "Further Assurances", "Cooperation", "No Defaults", "Authority", "Modifications", "Terms", "Positions", "Intellectual Property", "Applicable Laws", "Vesting", "Amendments", "Books", "Binding Effects", "Erisa", "Solvency", "Effective Dates", "Consents", "Base Salary", "Payments", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law of Illinois or any other jurisdiction.", "references": ["Representations", "Vacations", "Death", "Organizations", "Consents", "Closings", "Terminations", "Sales", "Litigations", "Liens", "Successors", "Further Assurances", "Headings", "Costs", "Books", "Defined Terms", "No Waivers", "Erisa", "Base Salary", "Binding Effects", "Financial Statements", "General", "Miscellaneous", "Enforcements", "Authorizations", "Forfeitures", "Sanctions", "Assigns", "Capitalization", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In addition to the benefits specifically described in this Agreement , the Executive shall be entitled to such benefits as may be available from time to time for senior executives of the Bank similarly situated to the Executive . All such benefits shall be awarded and administered in accordance with the Bank 's standard policies and practices. Such benefits may include, by way of example only, profit sharing plans, retirement or investment funds, dental, health and life insurance benefits and such other benefits as the Bank deems appropriate.", "references": ["Insurances", "Indemnity", "Vesting", "Further Assurances", "Books", "Counterparts", "Governing Laws", "Solvency", "Enforceability", "No Defaults", "Employment", "Authority", "Powers", "Sales", "Erisa", "Disclosures", "Severability", "Survival", "Adjustments", "Construction", "Consent To Jurisdiction", "Indemnifications", "Brokers", "Releases", "Jurisdictions", "Waiver Of Jury Trials", "Non-Disparagement", "Representations", "Compliance With Laws", "Records", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute one and the same instrument.\u00a0 Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed signature page hereto.", "references": ["Entire Agreements", "Disclosures", "Sales", "Notices", "Tax Withholdings", "Assigns", "Benefits", "Non-Disparagement", "Adjustments", "Definitions", "Subsidiaries", "Waiver Of Jury Trials", "Organizations", "Consent To Jurisdiction", "Effective Dates", "Defined Terms", "Indemnifications", "Use Of Proceeds", "Cooperation", "Successors", "Interests", "Specific Performance", "Transactions With Affiliates", "Solvency", "Construction", "Venues", "Headings", "Terminations", "Sanctions", "Authority", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Maker shall use all proceeds of the Loan for working capital and general corporate purposes.", "references": ["Existence", "Taxes", "Solvency", "Positions", "Authorizations", "Terminations", "Disability", "Sanctions", "Entire Agreements", "Interests", "Disclosures", "Adjustments", "Consent To Jurisdiction", "Brokers", "Records", "Specific Performance", "Indemnifications", "Jurisdictions", "Consents", "Tax Withholdings", "Vacations", "Agreements", "Closings", "Cooperation", "Governing Laws", "Base Salary", "Survival", "Duties", "Participations", "Organizations", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Borrower has (i)\u00a0good and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in intellectual property) and (iv)\u00a0good title to (in the case of all other personal property), all of its properties and assets reflected in its financial statements referred to in Section \u00a04.7 ( Financial Statements ). Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.", "references": ["No Defaults", "Cooperation", "Adjustments", "Sales", "Entire Agreements", "Headings", "Indemnifications", "Venues", "Consent To Jurisdiction", "Construction", "Integration", "No Waivers", "Terminations", "Benefits", "Governing Laws", "Powers", "Death", "Further Assurances", "Records", "Modifications", "Publicity", "General", "Organizations", "Taxes", "Binding Effects", "Base Salary", "Consents", "No Conflicts", "Survival", "Remedies", "Titles"], "gold": ["Titles"]}
+{"input": "On or before thirty (30) days following the Severance Date, the Company will pay Mr. Malik (i) his normal pay in accordance with the Company\u2019s normal payroll practices through the Severance Date, (ii) his accrued and unused paid time off (if any), (iii) any benefits that are due to him under the Company\u2019s 401(k) plan in accordance with the terms of that plan, and (iv) an additional two-weeks of his normal pay pursuant to the notice provision in Section 2(a) of the Employment Agreement. Mr. Malik\u2019s participation in all other Company benefit plans will cease on his Severance Date. Mr. Malik will receive a notice regarding the terms of continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (\u201cCOBRA\u201d). Mr. Malik will be eligible to participate in COBRA for a period of up to eighteen (18) months. If Mr. Malik chooses to participate in COBRA, he will be responsible for all COBRA payment premiums.", "references": ["Positions", "Successors", "Binding Effects", "Litigations", "Definitions", "Subsidiaries", "Non-Disparagement", "General", "Effectiveness", "Interests", "Fees", "Modifications", "Remedies", "Headings", "Enforceability", "Notices", "Adjustments", "Capitalization", "Integration", "Change In Control", "Compliance With Laws", "Duties", "Counterparts", "Defined Terms", "Approvals", "Releases", "Taxes", "Intellectual Property", "Sales", "Amendments", "Benefits"], "gold": ["Benefits"]}
+{"input": "In consideration of each Buyer\u2019s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company\u2019s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless each Buyer and its respective stockholder s, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons\u2019 agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the \u201cIndemnitees\u201d) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys\u2019 fees and disbursements (the \u201cIndemnified Liabilities\u201d), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of any Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this Agreement.\u00a0 To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.", "references": ["Applicable Laws", "Binding Effects", "Organizations", "Agreements", "Consents", "Miscellaneous", "Non-Disparagement", "Consent To Jurisdiction", "Terms", "Existence", "Closings", "Counterparts", "Successors", "Venues", "Change In Control", "Further Assurances", "Forfeitures", "Waiver Of Jury Trials", "Fees", "Disability", "Compliance With Laws", "Liens", "Subsidiaries", "Effectiveness", "Litigations", "Jurisdictions", "Participations", "Enforcements", "Sanctions", "Erisa", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Seller sells, transfers, and conveys to Buyer all of Seller\u2019s right, title, and interest in and to all the tangible personal property which comprises a portion of the Assets (collectively, \u201c Tangible Personal Property \u201d). Without limiting the foregoing definition of \u201cTangible Personal Property\u201d or the definition of \u201cAssets\u201d in the Agreement, the Tangible Personal Property includes the property listed on Schedule 1 attached to this Bill of Sale. The Tangible Personal Property does not include the items listed on Schedule 2 attached to this Bill of Sale.", "references": ["Successors", "Approvals", "Positions", "Cooperation", "Effective Dates", "Qualifications", "Capitalization", "Interests", "Binding Effects", "Financial Statements", "Litigations", "Costs", "Brokers", "Counterparts", "Defined Terms", "Terms", "No Conflicts", "Compliance With Laws", "General", "Organizations", "Miscellaneous", "Powers", "Authority", "Applicable Laws", "Indemnity", "Venues", "Taxes", "Agreements", "Titles", "Interpretations", "Sales"], "gold": ["Sales"]}
+{"input": "An Assignment of Personal Property, Service Contracts, Warranties and Leases executed by each Seller (the \u201c Assignment \u201d), in the form attached to this Agreement as Exhibit\u00a0\u201cC\u201d .", "references": ["Qualifications", "Positions", "Indemnifications", "Transactions With Affiliates", "No Defaults", "Notices", "Use Of Proceeds", "Non-Disparagement", "Powers", "Consents", "Representations", "Applicable Laws", "Enforcements", "Waiver Of Jury Trials", "Construction", "Closings", "Successors", "Benefits", "Sales", "Effective Dates", "Employment", "Releases", "Disclosures", "Forfeitures", "Change In Control", "Survival", "Arbitration", "Remedies", "Publicity", "Confidentiality", "Warranties"], "gold": ["Warranties"]}
+{"input": "The warranties and representations contained in Section 5 as well as any other Section of this Agreement shall be true and correct in all respects on the Closing Date with the same effect as though made on and as of that date. No Borrower shall have taken any action or permitted any condition to exist which would have been prohibited by any Section hereof.", "references": ["Counterparts", "Liens", "Further Assurances", "Effectiveness", "Employment", "Withholdings", "Death", "Jurisdictions", "Assigns", "Vacations", "Taxes", "Severability", "Solvency", "Indemnity", "Publicity", "Organizations", "Financial Statements", "Duties", "Costs", "Tax Withholdings", "Defined Terms", "Vesting", "Approvals", "Consents", "Amendments", "No Waivers", "Anti-Corruption Laws", "Subsidiaries", "Submission To Jurisdiction", "Applicable Laws", "Warranties"], "gold": ["Warranties"]}
+{"input": "If Participant\u2019s Termination (for any reason whatsoever, whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant\u2019s employment agreement, if any), all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of \u201c garden leave \u201d or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant\u2019s employment agreement, if any). In case of any dispute as to whether Termination has occurred (including whether Participant may still be considered to be providing services while on an approved leave of absence), the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such Termination.", "references": ["Forfeitures", "Books", "Subsidiaries", "Sales", "Base Salary", "Transactions With Affiliates", "Defined Terms", "Intellectual Property", "Effective Dates", "Representations", "Change In Control", "Enforceability", "Enforcements", "Remedies", "Modifications", "Duties", "Brokers", "Releases", "Miscellaneous", "Disclosures", "Records", "Assigns", "Cooperation", "Waivers", "Withholdings", "Definitions", "Agreements", "Successors", "Titles", "Effectiveness", "Terminations"], "gold": ["Terminations"]}
+{"input": "From time to time, as and when requested by a party hereto, the other party hereto shall execute and deliver all such documents and instruments and shall take all actions as may be reasonably necessary to consummate the transactions contemplated by this Agreement.", "references": ["Agreements", "Adjustments", "Closings", "Anti-Corruption Laws", "Confidentiality", "Fees", "Duties", "Records", "Titles", "Subsidiaries", "Waivers", "Powers", "Liens", "Construction", "Specific Performance", "Jurisdictions", "Financial Statements", "Employment", "Authorizations", "Participations", "Publicity", "Defined Terms", "Costs", "Indemnifications", "Submission To Jurisdiction", "Miscellaneous", "Warranties", "No Defaults", "Waiver Of Jury Trials", "Tax Withholdings", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Option Award Agreement, including Exhibit A hereto, and the Plan, along with the Participant\u2019s employment agreement to the extent it is not inconsistent with this Agreement and the Plan, contain the entire agreement and understanding among the parties as to the subject matter hereof, and supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof.", "references": ["Closings", "Approvals", "Authority", "Solvency", "Governing Laws", "Jurisdictions", "Insurances", "Qualifications", "Forfeitures", "Assigns", "Base Salary", "Transactions With Affiliates", "Counterparts", "Effective Dates", "Arbitration", "Terms", "Organizations", "Interpretations", "Change In Control", "Defined Terms", "Litigations", "Fees", "Employment", "Adjustments", "Indemnity", "Releases", "Taxes", "Further Assurances", "Disclosures", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Purchasers and the Company will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.", "references": ["Cooperation", "Disability", "Binding Effects", "Consent To Jurisdiction", "Taxes", "Integration", "Non-Disparagement", "Sales", "Assigns", "Publicity", "Submission To Jurisdiction", "Interpretations", "Jurisdictions", "Waiver Of Jury Trials", "Miscellaneous", "Interests", "Specific Performance", "Further Assurances", "Terms", "Successors", "Notices", "Waivers", "Insurances", "Payments", "Agreements", "Applicable Laws", "Arbitration", "General", "Base Salary", "Indemnity", "Remedies"], "gold": ["Remedies"]}
+{"input": "As of the date hereof, the authorized common stock of the Company on the date hereof is 2,010,000,000 _; (b) the number of shares of capital stock issued and outstanding as of January 10, 2018 is 1,002,677,821 ; (c) the number of shares of capital stock issuable pursuant to the Company\u2019s stock plans 30,000,000 ; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company as of January 10, 2018 are 977,322,179 . All of the issued and outstanding shares of the Company\u2019s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Other than described herein and in the Company's periodic reports filed with the SEC, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind.", "references": ["Forfeitures", "Effective Dates", "Remedies", "Assigns", "Vacations", "Payments", "Adjustments", "Participations", "Taxes", "Agreements", "Closings", "General", "Amendments", "Representations", "Effectiveness", "Titles", "Liens", "Approvals", "Counterparts", "Expenses", "Change In Control", "Jurisdictions", "Use Of Proceeds", "Powers", "Governing Laws", "Venues", "Arbitration", "Integration", "Definitions", "Miscellaneous", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Each party\u2019s obligations under this Section 2.10 shall survive any assignment of rights by, or the replacement of, Lender and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Further Assurances", "Construction", "Financial Statements", "Effectiveness", "Binding Effects", "Payments", "Waivers", "Intellectual Property", "Releases", "Enforcements", "Interests", "Waiver Of Jury Trials", "Litigations", "Employment", "Representations", "Notices", "Powers", "Effective Dates", "Miscellaneous", "Headings", "Subsidiaries", "Cooperation", "Specific Performance", "No Defaults", "Defined Terms", "Liens", "No Waivers", "Assignments", "Definitions", "Tax Withholdings", "Survival"], "gold": ["Survival"]}
+{"input": "During Executive\u2019s employment, the Company shall maintain directors\u2019 and officers\u2019 liability insurance in an amount and on such terms as are approved by the Board. On the Commencement Date, the Company shall execute and deliver to Executive an Indemnification Agreement, in the form adopted by the Board, pursuant to which the Company agrees to indemnify Executive and advance defense costs and expenses, on the terms and subject to the conditions set forth therein. The rights under this Section\u00a014 shall be in addition to Executive\u2019s right to indemnification under the Company\u2019s organizational documents and applicable law.", "references": ["Powers", "Governing Laws", "Effectiveness", "Assigns", "Brokers", "Employment", "Closings", "Intellectual Property", "Confidentiality", "Definitions", "Non-Disparagement", "Taxes", "Waivers", "Existence", "Participations", "Successors", "Indemnity", "Submission To Jurisdiction", "Headings", "Expenses", "Anti-Corruption Laws", "Assignments", "Sanctions", "Organizations", "Tax Withholdings", "Vesting", "Consent To Jurisdiction", "Terms", "Interests", "Disability", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Except to the extent more limited rights are provided elsewhere in this Agreement, if a default occurs or is claimed to have occurred under this Agreement, the non-defaulting Party shall give the defaulting Party written notice describing such default. The defaulting party shall then have at least thirty (30) days after receipt of such notice to cure the default if the default is claimed under Section 13.1(a) , or sixty (60) days after receipt of such notice to cure the default if the default is claimed under Section\u00a013.1(b) . To the extent, however, the Section 13.1(b) default cannot be cured in such sixty (60) day period through the exercise of reasonable diligence, the defaulting Party shall have a reasonable additional period of time, not to exceed sixty (60) days in which to cure such default. The additional sixty (60) day extension set forth in the prior sentence is conditioned on the defaulting Party commencing promptly within the initial sixty (60) day period immediate and substantial good faith efforts to effect a cure and at all times thereafter proceeding diligently to complete such cure.", "references": ["Liens", "Interests", "Withholdings", "Litigations", "Sales", "Indemnity", "Specific Performance", "Tax Withholdings", "No Waivers", "Brokers", "Cooperation", "Adjustments", "Duties", "Successors", "Employment", "Interpretations", "Enforceability", "Counterparts", "Taxes", "Anti-Corruption Laws", "Assignments", "Death", "Expenses", "Books", "Jurisdictions", "Venues", "Entire Agreements", "Defined Terms", "Compliance With Laws", "Governing Laws", "Notices"], "gold": ["Notices"]}
+{"input": "Each of the Loan Parties covenants and agrees that it shall not, and shall not permit any of its Subsidiaries to, knowingly, directly or indirectly conduct its business in violation of any applicable Anti-Corruption Laws.", "references": ["Powers", "Modifications", "Binding Effects", "Confidentiality", "Effectiveness", "Litigations", "Headings", "Terminations", "Terms", "Warranties", "Consents", "Costs", "Consent To Jurisdiction", "Severability", "Waiver Of Jury Trials", "Organizations", "Liens", "Subsidiaries", "Submission To Jurisdiction", "No Defaults", "Definitions", "Erisa", "Payments", "Base Salary", "Positions", "Cooperation", "Entire Agreements", "Forfeitures", "Qualifications", "Disclosures", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all of the terms and provisions hereof shall be governed by and construed under the Laws of the Cayman Islands.", "references": ["Non-Disparagement", "Capitalization", "Specific Performance", "Applicable Laws", "Closings", "Modifications", "Cooperation", "Qualifications", "Consent To Jurisdiction", "Releases", "Submission To Jurisdiction", "Erisa", "Jurisdictions", "Terminations", "Effective Dates", "Assigns", "Waiver Of Jury Trials", "Titles", "Notices", "Organizations", "Solvency", "Approvals", "Intellectual Property", "Vacations", "Sales", "Litigations", "Venues", "Adjustments", "Use Of Proceeds", "Employment", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Sellers shall (and shall cause the Affiliated Parties to (as applicable) maintain its existing insurance coverage with respect to each Facility and not allow any breach, default, termination or cancellation thereof or thereunder; provided , however , that Sellers shall be permitted to amend, restate and/or renew any policies related to such insurance coverage in a manner consistent with its ordinary course of business.", "references": ["No Conflicts", "Successors", "Use Of Proceeds", "General", "Effectiveness", "Liens", "No Defaults", "Defined Terms", "Qualifications", "Interpretations", "Sanctions", "Indemnifications", "Compliance With Laws", "Counterparts", "Organizations", "Change In Control", "Consent To Jurisdiction", "Records", "Tax Withholdings", "Intellectual Property", "Fees", "Notices", "Erisa", "Integration", "Severability", "Disclosures", "Enforceability", "Authority", "Effective Dates", "Further Assurances", "Insurances"], "gold": ["Insurances"]}
+{"input": "To the extent not pre-empted by federal law, this Plan will be governed in all respects by the laws of the State of Colorado without giving effect to its conflicts or choice of law rules.", "references": ["Terms", "Arbitration", "Enforcements", "Erisa", "General", "Capitalization", "No Defaults", "Qualifications", "Disclosures", "Enforceability", "Subsidiaries", "Survival", "Closings", "Venues", "Construction", "Organizations", "Confidentiality", "Records", "Authorizations", "Positions", "Change In Control", "Defined Terms", "Titles", "Benefits", "Costs", "Applicable Laws", "Modifications", "Powers", "Solvency", "Payments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Seller will cooperate with the Buyer on and after the Closing Date in furnishing information and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date and will take, or cause to be taken such further action, and will execute, deliver and file such further documents and instruments as the Buyer reasonably requests in order to effectuate fully the purposes, terms and conditions of this Agreement.", "references": ["Titles", "Terminations", "Amendments", "Consent To Jurisdiction", "Erisa", "Agreements", "Sales", "Specific Performance", "Books", "Payments", "Binding Effects", "Enforcements", "Headings", "Construction", "Integration", "Positions", "Tax Withholdings", "Withholdings", "Sanctions", "Transactions With Affiliates", "Governing Laws", "Entire Agreements", "Costs", "Effectiveness", "Qualifications", "Modifications", "Waivers", "Forfeitures", "Financial Statements", "Enforceability", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i)\u00a0personal delivery to the party to be notified, (ii)\u00a0when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient\u2019s next Business Day, (iii)\u00a0five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv)\u00a0one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Pure Acquisition Corp., 421 W. 3 rd Street, Suite 1000, Fort Worth, Texas 76102, Attention: Chief Financial Officer, with a copy to the Company\u2019s counsel at Thompson\u00a0& Knight, One Arts Plaza, 1722 Routh Street, Suite 1500, Dallas, Texas 75201, Attention: Amy Curtis.", "references": ["Capitalization", "Interpretations", "Brokers", "Approvals", "Amendments", "Binding Effects", "Adjustments", "Further Assurances", "Disability", "Interests", "Releases", "Submission To Jurisdiction", "Benefits", "Indemnity", "Entire Agreements", "Costs", "Closings", "Existence", "Assignments", "Jurisdictions", "Assigns", "Tax Withholdings", "Enforceability", "Taxes", "Positions", "Anti-Corruption Laws", "General", "Solvency", "Litigations", "Participations", "Notices"], "gold": ["Notices"]}
+{"input": "Sublandlord and Subtenant hereby agree that the information contained in this Sublease shall be held in strict confidence and none of the terms or conditions contained herein shall be disclosed to any person or entity, other than Master Landlord and Sublandlord\u2019s and Subtenant\u2019s respective current or prospective attorneys, accountants, consultants, brokers, lenders, investors, acquirers, assignees and subtenants, all of whom (except the Master Landlord) shall agree to the confidentiality of this Sublease. Subtenant and its agents shall avoid discussing with, or disclosing to, any third parties (except those specifically listed above) any of the terms, conditions or particulars contained herein. This provision shall not be deemed breached if disclosure is required by applicable law or otherwise consented to in writing by the non-disclosing party.", "references": ["Financial Statements", "Indemnity", "Base Salary", "Specific Performance", "Adjustments", "General", "Modifications", "Amendments", "Non-Disparagement", "Consent To Jurisdiction", "Duties", "Defined Terms", "Assigns", "Notices", "Vacations", "Publicity", "Taxes", "Insurances", "Fees", "Transactions With Affiliates", "Survival", "Capitalization", "Disability", "Interpretations", "Cooperation", "Warranties", "Qualifications", "Applicable Laws", "Submission To Jurisdiction", "Severability", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "If your Service terminates by reason of your Disability prior to the Scheduled Vesting Date, then the number of Units deemed earned and vested shall be determined as follows: (i) if your termination of Service due to Disability occurs before the last day of the Measurement Period, the Target Number of Units, prorated to reflect the portion of the Measurement Period that had passed prior to the date of the termination of your Service; and (ii) if your termination of Service due to Disability occurs on the last day of or after the conclusion of the Measurement Period, the number of Units will be determined in accordance with Section 4(a) and Annex\u00a0A hereof based on the actual level of achievement of the performance goals set forth in Annex A . The Units earned and calculated as set forth above shall be fully vested as of the date of your termination of Service due to Disability.", "references": ["Compliance With Laws", "Remedies", "Intellectual Property", "Vesting", "Disclosures", "Change In Control", "Survival", "Headings", "Forfeitures", "Successors", "Assignments", "Duties", "Waivers", "Anti-Corruption Laws", "Existence", "Terms", "Transactions With Affiliates", "Indemnity", "Indemnifications", "Costs", "Interests", "Taxes", "Fees", "Severability", "Confidentiality", "Records", "Cooperation", "Adjustments", "Approvals", "Jurisdictions", "Disability"], "gold": ["Disability"]}
+{"input": "This Agreement may not be amended, modified or waived as to any particular provision, except with the written consent of the Company and the BSOF Entities.", "references": ["Terminations", "Consents", "Adjustments", "Employment", "Existence", "Interpretations", "Tax Withholdings", "Authority", "Entire Agreements", "No Waivers", "Anti-Corruption Laws", "Withholdings", "Cooperation", "Waiver Of Jury Trials", "Change In Control", "General", "Waivers", "Duties", "Miscellaneous", "Transactions With Affiliates", "Financial Statements", "Liens", "Compliance With Laws", "Non-Disparagement", "Forfeitures", "Submission To Jurisdiction", "Intellectual Property", "Enforceability", "Successors", "Capitalization", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in substantial compliance in all material respects with the presently applicable material provisions of ERISA and the Code with respect to each Plan.\u00a0 No member of the ERISA Group has (a) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Plan, (b) failed to make any contribution or payment to any Plan or Multiemployer Plan or made any amendment to any Plan which, in either case has resulted or could result in the imposition of a material Lien or the posting of a material bond or other material security under ERISA or the Code or (c) incurred any material liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.", "references": ["Defined Terms", "Expenses", "Disability", "Compliance With Laws", "Waiver Of Jury Trials", "Positions", "Consent To Jurisdiction", "Litigations", "Modifications", "Qualifications", "Payments", "Entire Agreements", "Forfeitures", "Adjustments", "Organizations", "Applicable Laws", "Books", "Publicity", "Taxes", "Terms", "Brokers", "Indemnity", "Non-Disparagement", "Vesting", "Remedies", "No Conflicts", "Financial Statements", "Terminations", "Survival", "Warranties", "Erisa"], "gold": ["Erisa"]}
+{"input": "During the Employment Period, the Executive and the Executive\u2019s dependents shall be entitled to participate in any employee benefit plans, whether or not funded by means of insurance, subject to the same terms and conditions applicable to other employees, as the same may be adopted and/or amended from time to time (the \u201c Benefits \u201d). The Executive shall be bound by all of the policies and procedures relating to Benefits established by the Company from time to time.", "references": ["Miscellaneous", "Intellectual Property", "Anti-Corruption Laws", "Records", "Payments", "Approvals", "Powers", "Solvency", "Change In Control", "General", "Employment", "Benefits", "Fees", "Remedies", "Releases", "Interpretations", "Capitalization", "Survival", "Adjustments", "Brokers", "Duties", "Assigns", "Enforceability", "Vesting", "Indemnifications", "Entire Agreements", "Sales", "Disability", "Amendments", "Notices", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Seller maintains such policies of insurance relating to the Purchased Assets and the Business as are reasonably sufficient for compliance by such Seller with (i) all requirements of applicable Laws and (ii) all Assumed Contracts, and each Seller has complied in all material respects with the provisions of each such policy under which it is an insured party. No Seller has been refused any insurance with respect to any Purchased Asset or the Business, nor has any Seller\u2019s coverage been limited by any insurance carrier to which it has applied for insurance or with which it has carried insurance. To Sellers\u2019 Knowledge, there are no existing claims under any insurance policy relating to the Purchased Assets or the Business. No written notice of cancellation or termination has been received with respect to any insurance policy relating to the Purchased Assets or the Business.", "references": ["No Conflicts", "Effectiveness", "Jurisdictions", "Cooperation", "Closings", "Fees", "Benefits", "Survival", "Employment", "Waiver Of Jury Trials", "Effective Dates", "Entire Agreements", "Venues", "Erisa", "Agreements", "Successors", "Payments", "Construction", "Disability", "Qualifications", "Brokers", "Positions", "Authorizations", "Terminations", "Assigns", "Further Assurances", "Approvals", "Integration", "Definitions", "Severability", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Seller hereby represents and warrants that (a) the representations and warranties in Article 15 of the Repurchase Agreement and in the other Repurchase Documents are true and correct in all material respects with the same force and effect on and as of the date hereof as though made as of the date hereof, and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.", "references": ["No Conflicts", "Erisa", "Notices", "Indemnity", "Benefits", "Terminations", "Insurances", "Applicable Laws", "Publicity", "Fees", "Survival", "Effectiveness", "Cooperation", "Non-Disparagement", "Death", "Enforceability", "Binding Effects", "Costs", "Powers", "Tax Withholdings", "Subsidiaries", "Authorizations", "Organizations", "Sanctions", "Positions", "Integration", "Assigns", "Adjustments", "Defined Terms", "Entire Agreements", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement constitutes the legal, valid and binding obligation of such Financial Institution enforceable against such Financial Institution in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors\u2019 rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).", "references": ["Change In Control", "Use Of Proceeds", "Organizations", "Insurances", "Disclosures", "Sales", "Interests", "Approvals", "Costs", "Effective Dates", "No Conflicts", "General", "Releases", "Enforceability", "Miscellaneous", "Successors", "Warranties", "Notices", "Adjustments", "Agreements", "Sanctions", "Survival", "Entire Agreements", "Closings", "Severability", "Erisa", "Participations", "Authorizations", "Indemnifications", "Qualifications", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.", "references": ["Survival", "Waiver Of Jury Trials", "Adjustments", "Withholdings", "Compliance With Laws", "Assigns", "Severability", "Terminations", "Tax Withholdings", "Authority", "Fees", "Expenses", "Successors", "Duties", "Defined Terms", "Base Salary", "Effectiveness", "Jurisdictions", "Counterparts", "Titles", "Books", "Liens", "Use Of Proceeds", "Subsidiaries", "Participations", "Financial Statements", "Taxes", "Integration", "Venues", "General", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "THE OBLIGOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE PURCHASERS OR ANY RELATED PARTY OF THE PURCHASERS IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER BOND DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER BOND DOCUMENT SHALL AFFECT ANY RIGHT THAT THE PURCHASERS MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER BOND DOCUMENT AGAINST THE OBLIGOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Anti-Corruption Laws", "Assigns", "Enforcements", "Transactions With Affiliates", "Construction", "Benefits", "Assignments", "Sanctions", "Compliance With Laws", "Authorizations", "Expenses", "Intellectual Property", "Remedies", "Base Salary", "Records", "Books", "Confidentiality", "Headings", "Vesting", "Binding Effects", "Taxes", "Waiver Of Jury Trials", "Closings", "Sales", "Withholdings", "Entire Agreements", "Insurances", "Severability", "Litigations", "Non-Disparagement", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.", "references": ["Effectiveness", "Payments", "Representations", "Notices", "Cooperation", "Withholdings", "Modifications", "Qualifications", "Interests", "Binding Effects", "Approvals", "Insurances", "Enforcements", "Consents", "Entire Agreements", "Definitions", "Change In Control", "Costs", "Consent To Jurisdiction", "Applicable Laws", "Interpretations", "Warranties", "Vesting", "Severability", "Compliance With Laws", "Expenses", "Existence", "Benefits", "Indemnifications", "Capitalization", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to conflict-of-law principles.", "references": ["Defined Terms", "Sanctions", "Amendments", "Notices", "Indemnity", "Definitions", "Integration", "Fees", "Remedies", "Non-Disparagement", "Adjustments", "Financial Statements", "Tax Withholdings", "Waiver Of Jury Trials", "Records", "Brokers", "Further Assurances", "Compliance With Laws", "Duties", "No Conflicts", "Erisa", "Titles", "Enforcements", "Authorizations", "Benefits", "Disability", "Publicity", "Severability", "Transactions With Affiliates", "Taxes", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "(i)\u00a0There is no action, suit, proceeding or investigation pending or, to the actual knowledge of the Seller, threatened, against the Seller before any Governmental Authority and (ii)\u00a0the Seller is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) \u00a0and (ii) , (A) asserts the invalidity of this Agreement or any other Transaction Document to which the Seller is a party or any of the transactions contemplated hereby or thereby, (B)\u00a0seeks to prevent the grant of a security interest in any Support Assets by the Seller to the Administrative Agent, the ownership or acquisition by the Seller of any Pool Receivables or other Support Assets or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C)\u00a0individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Material Adverse Effect.", "references": ["Tax Withholdings", "Qualifications", "Headings", "Arbitration", "Venues", "Releases", "Integration", "Terminations", "General", "Warranties", "Records", "Non-Disparagement", "Jurisdictions", "Brokers", "Consent To Jurisdiction", "Interests", "Positions", "No Waivers", "Liens", "Duties", "Further Assurances", "Consents", "Amendments", "Closings", "Cooperation", "Insurances", "Waivers", "Organizations", "Effectiveness", "Expenses", "Litigations"], "gold": ["Litigations"]}
+{"input": "Each Borrower and its Subsidiaries shall not use, and shall procure that the respective directors, officers and employees of such Borrower and its Subsidiaries shall not use, the proceeds of any Loan (A)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C)\u00a0in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Vacations", "Agreements", "Effective Dates", "Releases", "Authorizations", "Entire Agreements", "Authority", "Benefits", "Consent To Jurisdiction", "Waivers", "Organizations", "Costs", "Non-Disparagement", "Venues", "Enforceability", "Defined Terms", "Submission To Jurisdiction", "Miscellaneous", "Severability", "Closings", "Litigations", "Duties", "Participations", "Forfeitures", "Indemnity", "Liens", "Fees", "Positions", "Use Of Proceeds", "Effectiveness", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state.", "references": ["Titles", "Successors", "Publicity", "Venues", "Organizations", "Withholdings", "Death", "Anti-Corruption Laws", "Liens", "No Conflicts", "Entire Agreements", "Base Salary", "Severability", "Qualifications", "Enforcements", "Survival", "Financial Statements", "Use Of Proceeds", "Closings", "No Waivers", "Indemnity", "Litigations", "Sales", "Interpretations", "Waiver Of Jury Trials", "Compliance With Laws", "Counterparts", "Submission To Jurisdiction", "Definitions", "Brokers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Upon the payment and performance in full of all of the indebtedness, liabilities and obligations under this Agreement of any Designated Subsidiary then, so long as at the time no Notice of Pro Rata Borrowing or Notice of Competitive Bid Borrowing in respect of such Designated Subsidiary is outstanding, such Subsidiary\u2019s status as a \u201cDesignated Subsidiary\u201d shall terminate upon notice to such effect from the Administrative Agent to the Lenders (which notice the Administrative Agent shall give promptly, upon and only upon its receipt of a request therefor from Mondel\u0113z). Thereafter, the Lenders shall be under no further obligation to make any Advance hereunder to such former Designated Subsidiary until such time as it has been redesignated a Designated Subsidiary by Mondel\u0113z pursuant to Section\u00a09.08(a).", "references": ["Compliance With Laws", "Vacations", "Governing Laws", "Representations", "Withholdings", "Death", "Approvals", "Tax Withholdings", "Closings", "Erisa", "Enforceability", "Applicable Laws", "Severability", "Construction", "Assigns", "General", "Interpretations", "Confidentiality", "Specific Performance", "Effective Dates", "Waivers", "Consent To Jurisdiction", "Defined Terms", "Use Of Proceeds", "No Conflicts", "Authority", "Remedies", "Headings", "Insurances", "Taxes", "Terminations"], "gold": ["Terminations"]}
+{"input": "Tenant, at its cost, shall maintain the Premises in good condition, including any repair of any mechanical, electrical, plumbing, or structural failures occurring during the term. Tenant shall pay all property, use, or other similar taxes attributable to the Premises. This Lease is a triple net lease. Landlord shall have no responsibility for maintenance of the Premises.", "references": ["Insurances", "Anti-Corruption Laws", "Enforceability", "Indemnifications", "Warranties", "Expenses", "Employment", "Tax Withholdings", "Terms", "Titles", "Duties", "Submission To Jurisdiction", "Liens", "Severability", "Powers", "Disability", "Approvals", "Use Of Proceeds", "Integration", "Vesting", "Sanctions", "Indemnity", "Consent To Jurisdiction", "Assignments", "Interpretations", "Miscellaneous", "No Conflicts", "Forfeitures", "Brokers", "Governing Laws", "Taxes"], "gold": ["Taxes"]}
+{"input": "All notices and other communications provided for hereunder shall be given in the form and manner provided in Section 11 of the Credit Agreement, and, if to Agent, shall be mailed, sent, or delivered to Agent in accordance with Section 11 in the Credit Agreement, if to any Borrower, shall be mailed, sent, or delivered to Borrowers in accordance with Section 11 in the Credit Agreement, and, if to Specified Bank Products Provider, shall be mailed, sent, or delivered to the address set forth below, or, in each case as to any party, at such other address as shall be designated by such party in a written notice to the other party.", "references": ["Consents", "Anti-Corruption Laws", "Publicity", "Definitions", "Counterparts", "Submission To Jurisdiction", "Change In Control", "Assignments", "Enforcements", "Authority", "Participations", "Death", "Records", "Erisa", "Jurisdictions", "Vacations", "Successors", "Approvals", "Intellectual Property", "Forfeitures", "Remedies", "Cooperation", "Transactions With Affiliates", "Positions", "Sales", "Venues", "Organizations", "Expenses", "Interests", "No Conflicts", "Notices"], "gold": ["Notices"]}
+{"input": "If the Executive\u2019s employment is terminated by reason of the Executive\u2019s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive\u2019s legal representatives under this Agreement, other than for payment of Accrued Obligations and the Pro Rata Bonus and the timely payment or provision of Other Benefits. Accrued Obligations and the Pro Rata Bonus shall be paid to the Executive\u2019s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive\u2019s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive\u2019s estate and/or the Executive\u2019s beneficiaries, as in effect on the date of the Executive\u2019s death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.", "references": ["Terms", "Payments", "Disability", "Construction", "Arbitration", "Forfeitures", "Successors", "General", "No Waivers", "Solvency", "Taxes", "Applicable Laws", "Effective Dates", "Survival", "No Defaults", "Representations", "Vacations", "Insurances", "Consents", "Disclosures", "Releases", "Base Salary", "Severability", "Headings", "Indemnifications", "No Conflicts", "Interpretations", "Defined Terms", "Transactions With Affiliates", "Remedies", "Death"], "gold": ["Death"]}
+{"input": "This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive as a result of the application of Section 409A of the Code.", "references": ["Litigations", "Compliance With Laws", "Specific Performance", "Effective Dates", "Qualifications", "Authority", "Disclosures", "Venues", "Publicity", "Applicable Laws", "Enforceability", "Assignments", "Capitalization", "Remedies", "Warranties", "Cooperation", "Enforcements", "Death", "Subsidiaries", "Interests", "Withholdings", "Defined Terms", "Financial Statements", "Books", "Existence", "Fees", "No Conflicts", "Positions", "Binding Effects", "Vesting", "General"], "gold": ["General"]}
+{"input": "Each Party shall be entitled to deduct and withhold from any amounts payable under this Agreement such taxes as are required to be deducted or withheld therefrom under any provision of Applicable Law. The Party that is required to make such withholding (the \u201c Paying Party \u201d) will (i) deduct those taxes from such payment, (ii) timely remit the taxes to the proper taxing authority, and (iii) send evidence of the obligation together with proof of tax payment to the other Party (the \u201c Payee Party \u201d) on a timely basis following that tax payment; provided, however, that before making any such deduction or withholding, the Paying Party shall give the Payee Party notice of the intention to make such deduction or withholding (such notice shall include an explanation of the reason for and the calculation of the proposed deduction or withholding and shall be given before such deduction or withholding is required in order for such Payee Party to obtain reduction of or relief from such deduction or withholding). Each Party agrees to reasonably cooperate with the other Party in claiming refunds or exemptions from such deductions or withholdings under any relevant agreement or treaty which is in effect to ensure that any amounts required to be withheld pursuant to this Section 5.6.2(b) are reduced in amount to the fullest extent permitted by Applicable Law. In addition, the Parties shall cooperate in accordance with Applicable Laws to minimize indirect taxes (such as value added tax, sales tax, consumption tax and other similar taxes (\u201c Indirect Taxes \u201d)) in connection with this Agreement.", "references": ["Non-Disparagement", "Costs", "Sales", "Positions", "Disclosures", "Effective Dates", "Titles", "No Conflicts", "Remedies", "Liens", "Waiver Of Jury Trials", "Effectiveness", "Modifications", "Forfeitures", "Headings", "Sanctions", "Severability", "Indemnifications", "No Defaults", "Arbitration", "Cooperation", "Jurisdictions", "Interpretations", "Subsidiaries", "Participations", "Applicable Laws", "Miscellaneous", "Payments", "Brokers", "Vacations", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "It is a corporation, partnership or other legal entity, duly incorporated or formed and existing under the laws of its jurisdiction of incorporation or formation and has the corporate or other power to enter into and perform its obligations under this Agreement.", "references": ["Subsidiaries", "Further Assurances", "Specific Performance", "Indemnity", "Participations", "Consent To Jurisdiction", "Duties", "Positions", "Releases", "Integration", "Disability", "Titles", "Base Salary", "Construction", "Disclosures", "Authority", "Severability", "Definitions", "Records", "Enforceability", "Sales", "Indemnifications", "Effectiveness", "Representations", "Books", "Brokers", "Adjustments", "Successors", "Use Of Proceeds", "Litigations", "Qualifications"], "gold": ["Qualifications"]}
+{"input": "Neither Lender nor Borrower shall be responsible or liable to the other party or to any of the other party's Affiliates for any punitive, exemplary or consequential damages which may be alleged by either party (or by any of their respective Affiliates) as a result of the Loan or the transactions contemplated hereby, including any breach or other default by any party hereto. Borrower represents and warrants to Lender that as of the Closing Date neither Borrower nor any Borrower Party has any claims against Lender in connection with the Loan.", "references": ["Effective Dates", "Effectiveness", "Assignments", "Insurances", "Indemnifications", "Publicity", "Entire Agreements", "Agreements", "Enforcements", "Solvency", "Costs", "Expenses", "Death", "Vesting", "Venues", "Approvals", "Sales", "Authority", "Further Assurances", "Authorizations", "Subsidiaries", "Taxes", "Remedies", "Confidentiality", "Litigations", "Brokers", "Severability", "Benefits", "Adjustments", "No Conflicts", "Waivers"], "gold": ["Waivers"]}
+{"input": "To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.", "references": ["Capitalization", "Disclosures", "Further Assurances", "Waiver Of Jury Trials", "Benefits", "Defined Terms", "Survival", "Remedies", "Confidentiality", "Existence", "Entire Agreements", "Terms", "Adjustments", "Amendments", "Warranties", "Duties", "Erisa", "Intellectual Property", "Transactions With Affiliates", "Effective Dates", "Assignments", "Consents", "Jurisdictions", "Enforcements", "Subsidiaries", "Organizations", "Interpretations", "Books", "Applicable Laws", "Base Salary", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant represents and warrants that Consultant is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.", "references": ["Interpretations", "Employment", "Indemnifications", "Approvals", "Interests", "Existence", "Duties", "Intellectual Property", "Authority", "Disability", "Liens", "Terms", "Insurances", "Headings", "General", "Remedies", "Non-Disparagement", "Applicable Laws", "Venues", "Indemnity", "Specific Performance", "Expenses", "Governing Laws", "Waiver Of Jury Trials", "Confidentiality", "Erisa", "Authorizations", "Powers", "Cooperation", "Publicity", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The powers conferred upon Agent and Lender by this Agreement are solely to protect its rights hereunder and under the other Loan Documents and its interest in the Collateral and shall not impose any duty upon Agent or Lender to exercise any such powers. No omission or delay by Agent or Lender at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by Borrower at any time designated, shall be a waiver of any such right or remedy to which Agent or Lender is entitled, nor shall it in any way affect the right of Agent or Lender to enforce such provisions thereafter.", "references": ["Warranties", "Effectiveness", "Authority", "No Defaults", "Miscellaneous", "Positions", "Modifications", "Payments", "Tax Withholdings", "Use Of Proceeds", "Costs", "Anti-Corruption Laws", "Publicity", "Fees", "Subsidiaries", "Intellectual Property", "Forfeitures", "No Conflicts", "Disability", "Entire Agreements", "Severability", "Insurances", "Transactions With Affiliates", "Definitions", "Closings", "Base Salary", "Terms", "Non-Disparagement", "Specific Performance", "General", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Borrowers shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer)\u00a0and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an \u201c Indemnified Party \u201d), from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses but in all events excluding consequential, punitive, special, exemplary and indirect damages), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the \u201c Indemnified Liabilities \u201d) in any manner, relating to or arising out of or by reason of the Loan, including: (i)\u00a0any breach by any Borrower of its obligations under, or any misrepresentation by any Borrower contained in, any Loan Document; (ii)\u00a0the use or intended use of the proceeds of the Loan; (iii)\u00a0any information provided by or on behalf of any Borrower, or contained in any documentation approved by any Borrower; (iv)\u00a0ownership of any Mortgage, any Property or any interest therein, or receipt of any Rents (including due to any Increased Costs); (v)\u00a0any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi)\u00a0any use, nonuse or condition in, on or about any Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii)\u00a0performance of any labor or services or the furnishing of any materials or other property in respect of any Property; (viii)\u00a0the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting any Property; (ix)\u00a0any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x)\u00a0any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi)\u00a0any violation of applicable Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the out-of-pocket costs and expenses of any Remedial Work; (xii)\u00a0any failure of any Property to comply with any Legal Requirement; (xiii)\u00a0any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving any Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv)\u00a0the claims of any lessee of any portion of any Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided , however , that Borrowers shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable within five (5) Business Days after demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrowers under this Section\u00a05.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of any Property by foreclosure or a conveyance in lieu of foreclosure; provided that Borrowers shall have no liability with respect to any event or condition at any Property which is finally judicially determined to have which first occurred or existed from and after the foreclosure or a conveyance in lieu of foreclosure of such Property; it being agreed that Borrowers shall bear the burden of proof that such event or condition first occurred or existed subsequent to the foreclosure or conveyance in lieu thereof (except that Borrower shall nonetheless remain liable with respect to any event or condition which is finally judicially determined to have arisen due Borrower\u2019s willful misconduct).", "references": ["Duties", "Consents", "Books", "Successors", "Definitions", "Subsidiaries", "Jurisdictions", "Insurances", "Modifications", "Solvency", "Applicable Laws", "Cooperation", "Vacations", "Records", "Fees", "Indemnifications", "Severability", "Employment", "Powers", "Authorizations", "No Defaults", "Closings", "Transactions With Affiliates", "Enforcements", "Liens", "Brokers", "Entire Agreements", "Benefits", "Sales", "Counterparts", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Agreement amends, restates and supersedes the Initial Working Capital Facility Agreement in its entirety, but does not constitute a novation of the Initial Working Capital Facility or any document entered into in connection therewith. It is the intent of the parties that the Security Interests granted in the Collateral, and the guarantees granted by the Guarantors, in each case under and pursuant to the Common Security and Account Agreement, shall continue in full force and effect with respect to the Senior Debt Obligations arising under this Agreement.", "references": ["Base Salary", "Jurisdictions", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Closings", "Compliance With Laws", "Approvals", "Confidentiality", "Defined Terms", "Enforceability", "Effective Dates", "Indemnifications", "Transactions With Affiliates", "Definitions", "Assignments", "Effectiveness", "Authority", "Counterparts", "Change In Control", "Interests", "Solvency", "Remedies", "No Conflicts", "Death", "Adjustments", "Duties", "Participations", "Representations", "Governing Laws", "Litigations", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any Delayed Draw Term Loan shall have the same pricing and maturity as the Term Loan funded on the Closing Date.", "references": ["Interests", "Enforcements", "Costs", "Sanctions", "Financial Statements", "Qualifications", "Books", "Jurisdictions", "Effectiveness", "Authorizations", "Defined Terms", "Employment", "Confidentiality", "Insurances", "Severability", "Interpretations", "Change In Control", "Notices", "Integration", "Taxes", "Consents", "Indemnity", "Enforceability", "Existence", "Arbitration", "Amendments", "Litigations", "Effective Dates", "Solvency", "Governing Laws", "Terms"], "gold": ["Terms"]}
+{"input": "The Borrower will use, and will cause each of its Subsidiaries to use, the proceeds of the Advances for its own account for general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of its business, including without limitation the repayment of Indebtedness, Property acquisitions, capital expenditures, development, redevelopment, capital reserves, working capital and any other transaction not prohibited hereunder. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances (i)\u00a0to purchase or carry any \u201cmargin stock\u201d (as defined in Regulation U) if such usage could constitute a violation of Regulation U by any Lender, or (ii)\u00a0to fund any purchase of, or offer for, a controlling portion of the Capital Stock of any Person, unless the board of directors or other manager of such Person has consented to such offer. The Borrower shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions Laws and Regulations , or (ii) in any other manner that would result in a violation of any Sanctions Laws and Regulations by any party to this Agreement. No Loan, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions Law or Regulation.", "references": ["Costs", "Participations", "Vesting", "Counterparts", "Confidentiality", "Definitions", "Governing Laws", "Further Assurances", "Warranties", "Assignments", "Positions", "Construction", "Litigations", "Powers", "Effective Dates", "Survival", "Brokers", "No Conflicts", "General", "Integration", "Publicity", "Expenses", "Enforcements", "Disclosures", "Defined Terms", "Cooperation", "Specific Performance", "Transactions With Affiliates", "Forfeitures", "Headings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "At all times, both during my employment and after its termination, I will keep and hold all such Proprietary Information in strict confidence and trust. I will not use or disclose any Proprietary Information without the prior written consent of the Company, except as may be necessary to perform my duties as an employee of the Company for the benefit of the Company. Upon termination of my employment with the Company, I will promptly deliver to the Company all documents and materials of any nature pertaining to my work with the Company. I will not take with me or retain any documents or materials or copies thereof containing any Proprietary Information. Notwithstanding this provision, I acknowledge that nothing in this Agreement prohibits or restricts me from initiating communications directly with, responding to any inquiry from, or providing information to or testimony before, the Securities and Exchange Commission (\"SEC\"), U.S. Department of Justice (\"DOJ\"), or other governmental agency or self-regulatory organization in accordance with applicable law, about actual or potential violations of laws or regulations. I further acknowledge that the Company has advised me that I will not be held criminally or civilly liable under any Federal or State trade secret law for: (a) the disclosure of a trade secret in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) the disclosure of a trade secret in a complaint or other document filed in a lawsuit or other proceeding, provided that the trade secret is filed under seal, or (c) the disclosure of a trade secret to an attorney or the use of a trade secret in a court proceeding in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, provided that the trade secret is filed under seal and not disclosed except pursuant to court order.", "references": ["Intellectual Property", "Books", "Survival", "Employment", "Arbitration", "Binding Effects", "Terms", "Qualifications", "Litigations", "Expenses", "Publicity", "Warranties", "Tax Withholdings", "No Defaults", "No Conflicts", "Agreements", "Withholdings", "Fees", "Approvals", "Existence", "Compliance With Laws", "Participations", "Representations", "Enforcements", "Jurisdictions", "Powers", "Sales", "Effectiveness", "Amendments", "Taxes", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Partnership, in the General Partner\u2019s sole discretion, may in the future offer Interests and/or establish classes, sub-classes, series, tranches or lots, in any case, with different offering terms including with respect to, among other things, the Incentive Allocation, Management Fees, withdrawal rights, minimum and additional subscription amounts, portfolios, denomination of currencies, informational rights and other rights.", "references": ["Assignments", "Counterparts", "Sanctions", "Qualifications", "Enforceability", "Fees", "General", "Employment", "Venues", "Disability", "Effective Dates", "Tax Withholdings", "No Conflicts", "Agreements", "Representations", "Compliance With Laws", "Withholdings", "Financial Statements", "Publicity", "Definitions", "Duties", "Terms", "Adjustments", "Vacations", "Indemnity", "Cooperation", "Payments", "Costs", "Forfeitures", "Use Of Proceeds", "Interests"], "gold": ["Interests"]}
+{"input": "Each Borrower and each of its Restricted Subsidiaries is duly and validly organized and existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization and is authorized to do business and is in good standing in all jurisdictions in which such qualifications or authorizations are necessary except where the failure to be so qualified or authorized could not reasonably be expected to result in a Material Adverse Change. As of the Closing Date, each Credit Party\u2019s type of organization and jurisdiction of incorporation, formation or organization are set forth on Schedule 4.1 .", "references": ["Indemnity", "Applicable Laws", "Sanctions", "Use Of Proceeds", "Forfeitures", "Brokers", "Releases", "No Waivers", "Remedies", "Waivers", "Withholdings", "Venues", "Benefits", "Specific Performance", "Erisa", "Authorizations", "Subsidiaries", "Warranties", "Financial Statements", "Terms", "Non-Disparagement", "Integration", "Assignments", "No Defaults", "Headings", "Binding Effects", "Defined Terms", "Intellectual Property", "Insurances", "Further Assurances", "Organizations"], "gold": ["Organizations"]}
+{"input": "There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Loan Party\u2019s knowledge, threatened against or affecting Borrower, Guarantor, any Loan Party or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Loan Party, Guarantor or any Individual Property, would reasonably be expected to have a Material Adverse Effect.", "references": ["Closings", "Defined Terms", "Anti-Corruption Laws", "Expenses", "Costs", "Assigns", "Withholdings", "Jurisdictions", "Powers", "Governing Laws", "Employment", "Insurances", "Base Salary", "Financial Statements", "Confidentiality", "Indemnifications", "Compliance With Laws", "Qualifications", "Definitions", "Terms", "Use Of Proceeds", "Capitalization", "Authority", "Successors", "Organizations", "Integration", "Waiver Of Jury Trials", "Intellectual Property", "Positions", "Agreements", "Litigations"], "gold": ["Litigations"]}
+{"input": "Upon exercise thereof, the holder of a Stock Appreciation Right shall be entitled to receive from the Company, an amount equal to the product of (i)\u00a0the excess of the Fair Market Value, on the date of such written request, of one share of Common Stock over the SAR Exercise Price per share specified in such Stock Appreciation Right, multiplied by (ii)\u00a0the number of shares for which such Stock Appreciation Right shall be exercised. Payment with respect to the exercise of a Stock Appreciation Right shall be made in cash or shares of Common Stock as specified in the Award Agreement.", "references": ["General", "Binding Effects", "Expenses", "Titles", "Subsidiaries", "Effectiveness", "Erisa", "Remedies", "Books", "Solvency", "Effective Dates", "Jurisdictions", "Construction", "Fees", "Powers", "Warranties", "Enforcements", "Non-Disparagement", "Sales", "Organizations", "Definitions", "Specific Performance", "Closings", "Litigations", "Interests", "Financial Statements", "Intellectual Property", "Submission To Jurisdiction", "Authority", "Consents", "Payments"], "gold": ["Payments"]}
+{"input": "Schedule 5.15 sets forth as of the Restatement Effective Date the names of all direct or indirect Subsidiaries of the Borrowers (other than the Excluded Subsidiaries), their respective forms of organization, their respective jurisdictions of organization, the total number of issued and outstanding shares or other interests of Capital Stock thereof, the classes and number of issued and outstanding shares or other interests of Capital Stock of each such class, and with respect to the Borrowers (other than the Borrowers\u2019 Agent), the name of each holder of Capital Stock thereof and the number of shares or other interests of such Capital Stock held by each such holder and the percentage of all outstanding shares or other interests of such class of Capital Stock held by such holders.", "references": ["Warranties", "Vesting", "Positions", "Non-Disparagement", "Terminations", "Death", "Submission To Jurisdiction", "Sanctions", "Severability", "Indemnity", "Definitions", "Remedies", "Disclosures", "Effectiveness", "Withholdings", "Headings", "Amendments", "Terms", "Defined Terms", "General", "Participations", "Anti-Corruption Laws", "Existence", "Venues", "Intellectual Property", "Survival", "Financial Statements", "Qualifications", "Successors", "Change In Control", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.\u00a0 Delivery of an executed counterpart of this Agreement by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart.", "references": ["Successors", "Forfeitures", "Intellectual Property", "Enforcements", "Tax Withholdings", "Anti-Corruption Laws", "Duties", "Powers", "Qualifications", "Assigns", "Warranties", "Waiver Of Jury Trials", "Base Salary", "No Defaults", "Headings", "Use Of Proceeds", "Participations", "Applicable Laws", "Compliance With Laws", "Litigations", "Miscellaneous", "Indemnity", "Defined Terms", "Notices", "Modifications", "General", "Authorizations", "Sales", "Arbitration", "Positions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Title and risk of loss to the Drug Product and any Manufacturing materials supplied by Aclaris to James Alexander and used in connection with the Manufacturing services provided by James Alexander pursuant to this Agreement shall remain with Aclaris while such items are in the possession of James Alexander and for the duration of the provision of such services by James Alexander to Aclaris.\u00a0\u00a0Aclaris shall be solely responsible for insuring such Drug Product and other Manufacturing materials.\u00a0\u00a0Title and risk of loss with respect to any Manufacturing materials supplied by James Alexander and used in connection with the Manufacturing services provided by James Alexander will remain with James Alexander until James Alexander delivers, in accordance with Aclaris\u2019 instructions, the Drug Product to a common carrier for shipment to Aclaris.", "references": ["Vacations", "Base Salary", "Compliance With Laws", "Intellectual Property", "Participations", "Remedies", "Counterparts", "Defined Terms", "Specific Performance", "Positions", "Employment", "Successors", "Effectiveness", "Construction", "Representations", "Books", "Terminations", "Miscellaneous", "Consent To Jurisdiction", "Jurisdictions", "No Defaults", "Liens", "Adjustments", "Warranties", "Sales", "Fees", "Confidentiality", "Change In Control", "Anti-Corruption Laws", "Powers", "Titles"], "gold": ["Titles"]}
+{"input": "In the event of any default, the funded portion of the Note Amount shall become immediately due and payable at the Mandatory Default Amount. The Mandatory Default Amount shall be 150% of the funded portion of the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on the Mandatory Default Amount shall accrue at a default interest rate equal to the lesser of ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. While the Mandatory Default Amount is outstanding and default interest is accruing, the Lender shall have all rights as a holder of this Note until such time as the Lender receives full payment pursuant to this paragraph, or has converted all the remaining Mandatory Default Amount and any other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender\u2019s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower\u2019s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.", "references": ["Entire Agreements", "Terms", "Participations", "Confidentiality", "Enforceability", "Costs", "Sales", "Organizations", "Liens", "Approvals", "Withholdings", "Base Salary", "Change In Control", "Employment", "Titles", "Amendments", "Death", "Disclosures", "Brokers", "Venues", "Severability", "Binding Effects", "Forfeitures", "Anti-Corruption Laws", "Cooperation", "Consent To Jurisdiction", "Releases", "Indemnity", "Survival", "Financial Statements", "Remedies"], "gold": ["Remedies"]}
+{"input": "During the Employment Term, the Executive shall serve as the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the \u201c Board \u201d).\u00a0 As CEO, the Executive shall have such duties, authority, and responsibility as shall be determined from time to time by the Board, which duties, authority, and responsibility are consistent with the Executive\u2019s position.\u00a0 The Executive shall also serve as a member of the Board and, if requested, as an officer or director of any affiliate of the Company for no additional compensation.", "references": ["Miscellaneous", "Interests", "Fees", "Jurisdictions", "Records", "Death", "Specific Performance", "Terminations", "Terms", "Participations", "Anti-Corruption Laws", "Subsidiaries", "Benefits", "Severability", "Assigns", "Financial Statements", "Use Of Proceeds", "Governing Laws", "Duties", "Interpretations", "Existence", "Assignments", "Disability", "Indemnifications", "Amendments", "Adjustments", "Solvency", "Powers", "Base Salary", "Withholdings", "Positions"], "gold": ["Positions"]}
+{"input": "The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (a)\u00a0default by the Borrower in making a borrowing of Eurodollar Loans or in the conversion into or continuation of Eurodollar Loans, after the Borrower has given a notice requesting or accepting the same in accordance with the provisions of this Agreement, (b)\u00a0failure by the Borrower in making any prepayment of Eurodollar Loans after the Borrower has given a notice thereof (including following any revocation of such notice permitted hereunder) in accordance with the provisions of this Agreement, or (c)\u00a0the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if applicable, of (i)\u00a0the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to but excluding the last day of the relevant Interest Period (or proposed Interest Period) at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin) over (ii)\u00a0the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market.", "references": ["No Defaults", "Base Salary", "Duties", "Assignments", "Liens", "Authorizations", "Severability", "Costs", "Representations", "Benefits", "Terminations", "Capitalization", "Miscellaneous", "No Conflicts", "Forfeitures", "Amendments", "Defined Terms", "Indemnifications", "Death", "Warranties", "Transactions With Affiliates", "Releases", "Entire Agreements", "Positions", "Confidentiality", "Cooperation", "Waivers", "Applicable Laws", "Waiver Of Jury Trials", "Approvals", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The provisions of this Agreement shall be severable and if any provision of this Agreement is found by any court to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties.\u00a0 You also agree that any trier of fact may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision, as modified, is valid and enforceable under applicable law.", "references": ["Organizations", "Arbitration", "Withholdings", "Releases", "Interpretations", "Miscellaneous", "Financial Statements", "Powers", "Notices", "Successors", "Survival", "Jurisdictions", "Assignments", "Employment", "Specific Performance", "Consents", "Death", "Headings", "Indemnifications", "Approvals", "Payments", "Anti-Corruption Laws", "Counterparts", "No Defaults", "Amendments", "Benefits", "Binding Effects", "Non-Disparagement", "Consent To Jurisdiction", "Costs", "Severability"], "gold": ["Severability"]}
+{"input": "The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of the Ply Gem Business certifying the Solvency, after giving effect to the Transactions and after giving effect to the effectiveness of the Atlas Merger, the Atlas Contribution and the repayment of certain existing Indebtedness of the Atrium Business on the Business Day immediately following the Closing Date, of the Borrower and its Subsidiaries on a consolidated basis in substantially the form of Exhibit H hereto.", "references": ["Counterparts", "Headings", "Enforceability", "Payments", "Transactions With Affiliates", "Disability", "Publicity", "Agreements", "Effective Dates", "Authorizations", "Anti-Corruption Laws", "Tax Withholdings", "Sanctions", "Records", "Forfeitures", "Liens", "Positions", "Cooperation", "Waiver Of Jury Trials", "Litigations", "Enforcements", "Remedies", "Titles", "Approvals", "No Conflicts", "Indemnifications", "Assigns", "Intellectual Property", "Representations", "Closings", "Solvency"], "gold": ["Solvency"]}
+{"input": "Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the last available address in the Company\u2019s records and to the Company at its principal place of business, or such other address as either party may specify in writing.", "references": ["Qualifications", "Enforceability", "Cooperation", "Use Of Proceeds", "Solvency", "Confidentiality", "No Conflicts", "Defined Terms", "Books", "Survival", "Representations", "Employment", "Closings", "Authorizations", "Litigations", "Positions", "Withholdings", "Applicable Laws", "Assignments", "Transactions With Affiliates", "Insurances", "Arbitration", "Assigns", "Construction", "Successors", "Taxes", "Adjustments", "Forfeitures", "Duties", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14 , the Borrower has no Restricted Subsidiaries.\u00a0 The Borrower has no Foreign Subsidiaries.", "references": ["Titles", "Confidentiality", "Interests", "Use Of Proceeds", "Withholdings", "Expenses", "Cooperation", "Specific Performance", "Interpretations", "Disclosures", "Waivers", "Venues", "Assignments", "Terms", "Employment", "Litigations", "Construction", "Survival", "Payments", "Participations", "Entire Agreements", "Definitions", "Warranties", "Agreements", "Compliance With Laws", "Assigns", "Jurisdictions", "Headings", "Consent To Jurisdiction", "Defined Terms", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Company and each Subsidiary will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Company and its Subsidiaries taken as a whole , except (other than with respect to the legal existence of the Company) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect ; provided that the foregoing shall not prohibit any transaction expressly permitted under Section\u00a06.04.", "references": ["Approvals", "Solvency", "Closings", "Duties", "Cooperation", "Interpretations", "Transactions With Affiliates", "No Waivers", "Withholdings", "Death", "Authorizations", "Assignments", "Capitalization", "Governing Laws", "Terminations", "Publicity", "Remedies", "Enforceability", "Expenses", "Organizations", "Survival", "Non-Disparagement", "Successors", "Intellectual Property", "Releases", "Definitions", "Submission To Jurisdiction", "Benefits", "Tax Withholdings", "Specific Performance", "Existence"], "gold": ["Existence"]}
+{"input": "If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.", "references": ["Assignments", "Non-Disparagement", "Records", "Definitions", "Organizations", "Terminations", "Waiver Of Jury Trials", "Modifications", "Indemnity", "Employment", "Capitalization", "Successors", "Consent To Jurisdiction", "Terms", "Withholdings", "Defined Terms", "Powers", "General", "Transactions With Affiliates", "Publicity", "Entire Agreements", "Remedies", "Sanctions", "Authority", "Indemnifications", "Costs", "Confidentiality", "Survival", "Benefits", "No Defaults", "Severability"], "gold": ["Severability"]}
+{"input": "Indemnitee shall cooperate with reasonable requests of the Company in connection with any Indemnifiable Claim and any individual or firm making such Standard of Conduct Determination, including providing to such Person documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to defend the Indemnifiable Claim or make any Standard of Conduct Determination without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including reasonable attorneys\u2019 and experts\u2019 fees and expenses) actually and reasonably incurred by Indemnitee in so cooperating with the Person defending the Indemnifiable Claim or making such Standard of Conduct Determination.", "references": ["Enforcements", "Representations", "Records", "Employment", "Anti-Corruption Laws", "Interests", "Miscellaneous", "No Conflicts", "Integration", "Change In Control", "Closings", "Warranties", "Publicity", "Effectiveness", "Releases", "Intellectual Property", "Governing Laws", "Subsidiaries", "Interpretations", "Tax Withholdings", "Organizations", "Vesting", "Agreements", "Sales", "Authorizations", "Expenses", "Non-Disparagement", "Arbitration", "Financial Statements", "Solvency", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Employer hereby employs Executive and Executive hereby accepts such employment, in accordance with the terms of this Agreement, commencing on January 1, 2018 and terminating on December 31, 2020 (the \"Term\"), unless (a) terminated as provided herein in Section 6, or (b) automatically renewed for successive one-year periods as provided in Section 8.", "references": ["Venues", "Defined Terms", "Adjustments", "Effective Dates", "No Conflicts", "Binding Effects", "Disclosures", "Vesting", "Cooperation", "Brokers", "Sanctions", "Publicity", "Litigations", "Indemnifications", "Forfeitures", "Duties", "Financial Statements", "Interests", "Authority", "Closings", "Fees", "Anti-Corruption Laws", "Amendments", "Miscellaneous", "Applicable Laws", "Authorizations", "Interpretations", "Records", "Terminations", "Costs", "Terms"], "gold": ["Terms"]}
+{"input": "In consideration of the Lenders\u2019 and Agent\u2019s agreements contained in this Amendment, each Loan Party hereby irrevocably releases and forever discharge the Lenders and the Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a \u201c Released Person \u201d) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Agent, any Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof.", "references": ["Non-Disparagement", "Existence", "Base Salary", "Waiver Of Jury Trials", "Entire Agreements", "Vesting", "Adjustments", "Disclosures", "Applicable Laws", "Compliance With Laws", "Use Of Proceeds", "Solvency", "Capitalization", "Benefits", "Specific Performance", "Positions", "Brokers", "Remedies", "Miscellaneous", "Effective Dates", "Construction", "Amendments", "Fees", "Assignments", "Authority", "Approvals", "Taxes", "Further Assurances", "No Waivers", "Governing Laws", "Releases"], "gold": ["Releases"]}
+{"input": "The date and time of the Closing (the \u201c Closing Date \u201d) shall be 10:00 a.m., New York City time, on the Execution Date (or such later date as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at the offices of K&L Gates LLP, 200 S. Biscayne Boulevard, Ste. 3900, Miami, Florida 33139 or such other location agreed to by the parties.", "references": ["Survival", "Non-Disparagement", "Successors", "Remedies", "Records", "Duties", "Releases", "Participations", "Brokers", "Warranties", "Interests", "Terms", "Enforcements", "Existence", "Solvency", "Confidentiality", "Cooperation", "Notices", "Assignments", "Severability", "Payments", "Approvals", "Vacations", "Powers", "Use Of Proceeds", "Waiver Of Jury Trials", "Governing Laws", "Taxes", "No Waivers", "Defined Terms", "Closings"], "gold": ["Closings"]}
+{"input": "The validity, interpretation and enforcement of this Loan Modification Agreement whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.", "references": ["Representations", "Construction", "Applicable Laws", "Sanctions", "Liens", "Defined Terms", "Vesting", "Enforcements", "Amendments", "Venues", "Change In Control", "Miscellaneous", "Tax Withholdings", "Brokers", "Financial Statements", "Fees", "No Defaults", "Publicity", "Adjustments", "Closings", "Releases", "Assignments", "Litigations", "Qualifications", "Cooperation", "Capitalization", "Submission To Jurisdiction", "Integration", "Counterparts", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This instrument will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this instrument) upon (i) the issuance of stock to the Purchaser pursuant to Section 1(a); (ii) the sale of Tokens to the Purchaser pursuant to Section\u00a01(b) where the Purchaser has elected to exchange this instrument as consideration for such Token; (iii) the payment, or setting aside for payment, of amounts due to the Purchaser pursuant to Section\u00a01(c) or Section 1(d); or (iv) Twenty-Four (24) months from the Effective Date of this Agreement (\u201c Event Deadline \u201d).\u00a0 In the event this Agreement expires due to the Event Deadline, the Parties agree to the procedure and terms following the Signature Block to this Agreement under Exhibit A.", "references": ["Liens", "Solvency", "Miscellaneous", "Representations", "Positions", "Enforcements", "Further Assurances", "Benefits", "Indemnity", "Agreements", "Definitions", "Sanctions", "Insurances", "Titles", "Tax Withholdings", "No Defaults", "No Conflicts", "Enforceability", "Participations", "Governing Laws", "Remedies", "Indemnifications", "Construction", "Interests", "Employment", "Successors", "Survival", "Expenses", "Applicable Laws", "Organizations", "Terminations"], "gold": ["Terminations"]}
+{"input": "If Tenant is a corporation, trust or partnership, Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of California and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so.", "references": ["Duties", "Death", "Integration", "Forfeitures", "Qualifications", "Closings", "Vesting", "Arbitration", "Insurances", "Liens", "Venues", "Records", "Waiver Of Jury Trials", "Enforcements", "Effective Dates", "Cooperation", "General", "Assignments", "Severability", "Benefits", "Enforceability", "Sales", "Positions", "Taxes", "Survival", "Anti-Corruption Laws", "Authorizations", "Definitions", "Amendments", "Participations", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement constitutes the entire agreement between you and the Company and supersedes all other agreements, whether written or oral, with respect to your employment, its termination and all related matters, except as provided in section 6 of the Agreement. This Agreement may only be modified or amended by a written document signed by both parties. If any part, term or provision of this Agreement is determined to be illegal, invalid or unenforceable, that term or provision will be stricken and the remaining parts, terms or provisions will remain in full force and effect. This Agreement will be governed by the laws of the State of California without regard to conflict of law principles. This Agreement shall be binding upon and inure to the benefit of the Company and its respective successors and assigns. This Agreement may be executed in duplicate counterparts, each of which shall be treated as an original, and signatures submitted in electronic format shall be considered originals.", "references": ["Releases", "Insurances", "Use Of Proceeds", "Interests", "Non-Disparagement", "Interpretations", "Applicable Laws", "No Defaults", "Duties", "Survival", "Effective Dates", "Litigations", "Defined Terms", "Construction", "Death", "Consents", "Solvency", "Fees", "Severability", "Terminations", "Headings", "Positions", "Qualifications", "Authority", "Subsidiaries", "Binding Effects", "Effectiveness", "Transactions With Affiliates", "Financial Statements", "Further Assurances", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee or the Secretary of the Corporation. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.", "references": ["Definitions", "Expenses", "Organizations", "Compliance With Laws", "Binding Effects", "Transactions With Affiliates", "General", "Counterparts", "Warranties", "Records", "Disclosures", "Consent To Jurisdiction", "Base Salary", "Books", "Confidentiality", "Assignments", "Forfeitures", "Qualifications", "Governing Laws", "Erisa", "Subsidiaries", "Taxes", "Publicity", "Liens", "Specific Performance", "Agreements", "Terms", "Modifications", "Death", "Vesting", "Notices"], "gold": ["Notices"]}
+{"input": "Either Party\u2019s failure to enforce any provision of this Agreement shall not act as a waiver of that or any other provision. Either Party\u2019s waiver of any breach of this Agreement shall not act as a waiver of any other breach.", "references": ["Forfeitures", "Notices", "Interpretations", "Further Assurances", "No Waivers", "Records", "Interests", "Successors", "Erisa", "Indemnifications", "Confidentiality", "No Conflicts", "Terms", "Applicable Laws", "Cooperation", "Insurances", "Jurisdictions", "Amendments", "Severability", "Duties", "Titles", "Definitions", "Payments", "Taxes", "Vesting", "Employment", "Subsidiaries", "Construction", "Modifications", "Approvals", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities The Transaction Documents constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors\u2019 rights generally.", "references": ["Adjustments", "No Waivers", "Disclosures", "Integration", "Non-Disparagement", "Use Of Proceeds", "Effectiveness", "Assigns", "Representations", "Compliance With Laws", "Litigations", "Counterparts", "Terms", "Employment", "Insurances", "Publicity", "Enforcements", "Notices", "Applicable Laws", "Jurisdictions", "Interests", "Binding Effects", "Sales", "Waiver Of Jury Trials", "Payments", "Participations", "Qualifications", "Withholdings", "Change In Control", "Benefits", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Subject to the terms and conditions of this Agreement on the Closing Date, the Company will issue and sell to the Purchasers, the Notes and each of the Purchasers will purchase the principal amount of Notes as set forth in a confidential letter, dated as of the Closing Date, by and among the Company, the Guarantors and the Purchasers (the \" Confidential Letter \"), at the aggregate purchase price of $98,000,000 (the \" Purchase Price \").", "references": ["Approvals", "Releases", "Records", "Disability", "Vesting", "Withholdings", "Solvency", "Assigns", "Integration", "Organizations", "Assignments", "Publicity", "Participations", "Interpretations", "No Waivers", "Powers", "Agreements", "Amendments", "Governing Laws", "Costs", "Terminations", "Change In Control", "Waiver Of Jury Trials", "Successors", "Confidentiality", "Compliance With Laws", "Payments", "Forfeitures", "Duties", "Applicable Laws", "Sales"], "gold": ["Sales"]}
+{"input": "The parties hereto hereby waive, and covenant not to sue on the basis of, any law (statutory, common law or otherwise) respecting the rights and obligations of the Partners inter se which is or may be inconsistent with this Section\u00a04.5 .", "references": ["Tax Withholdings", "Binding Effects", "Withholdings", "Use Of Proceeds", "Agreements", "Representations", "Liens", "Warranties", "Terminations", "Capitalization", "Sanctions", "Counterparts", "Taxes", "Approvals", "Submission To Jurisdiction", "Assignments", "Waiver Of Jury Trials", "Change In Control", "Modifications", "Erisa", "Organizations", "Enforcements", "Remedies", "Survival", "Positions", "Successors", "Applicable Laws", "Records", "Compliance With Laws", "Enforceability", "Waivers"], "gold": ["Waivers"]}
+{"input": "Regardless of whether or not the Transactions are consummated and except to the extent otherwise expressly set forth in this Agreement, all expenses incurred by the Parties shall be borne solely and entirely by the Party that has incurred such expenses, provided, however, if the Closing occurs, each of the Reimbursed Transaction Expenses shall be paid by Buyer to Seller at the Closing.", "references": ["Duties", "Defined Terms", "No Defaults", "Insurances", "Cooperation", "Successors", "Death", "Transactions With Affiliates", "Base Salary", "Interpretations", "Solvency", "Specific Performance", "Disclosures", "Consents", "Waivers", "Warranties", "Counterparts", "Participations", "Vacations", "Construction", "Change In Control", "Modifications", "Remedies", "Positions", "Entire Agreements", "Assignments", "Brokers", "Integration", "Qualifications", "Books", "Expenses"], "gold": ["Expenses"]}
+{"input": "Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, Noteholder may at its option, (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable; and/or (b) exercise any or all of its rights, powers or remedies under the Security Agreement, the Guaranty and/or applicable Law; provided , however that, if an Event of Default under Section 8.7 shall occur, the principal of and accrued interest on this Note shall become immediately due and payable without any notice, declaration or other act on the part of Noteholder.", "references": ["Confidentiality", "Powers", "Non-Disparagement", "Solvency", "Specific Performance", "Assignments", "Indemnity", "Notices", "Consent To Jurisdiction", "Base Salary", "Definitions", "Effective Dates", "Agreements", "Counterparts", "Brokers", "Successors", "Integration", "No Waivers", "Benefits", "Organizations", "Publicity", "Severability", "Disability", "Jurisdictions", "Terminations", "Positions", "Erisa", "Governing Laws", "Approvals", "Use Of Proceeds", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Award Notice amends and restates that certain award notice dated July 24, 2017, between you and the Company regarding the time-vested restricted shares covered hereby, and shall supersede such previous award notice in all respects.", "references": ["No Waivers", "Financial Statements", "Governing Laws", "No Defaults", "Death", "Withholdings", "Specific Performance", "Books", "Anti-Corruption Laws", "Enforceability", "Employment", "Payments", "Consent To Jurisdiction", "Arbitration", "Compliance With Laws", "Intellectual Property", "Powers", "Tax Withholdings", "Entire Agreements", "No Conflicts", "Successors", "Closings", "Records", "Warranties", "Sales", "Authorizations", "Titles", "Releases", "Base Salary", "Participations", "Amendments"], "gold": ["Amendments"]}
+{"input": "You agree to use your best efforts in the performance of your obligations under this Agreement. The Company will provide such access to its information and property as may be reasonably required in order to permit you to perform your obligations hereunder. You agree to cooperate with the Company\u2019s personnel, to not interfere with the conduct of the Company\u2019s business and to observe all rules, regulations and security requirements of the Company concerning the safety of persons and property.", "references": ["Entire Agreements", "Approvals", "Enforcements", "Terminations", "Defined Terms", "Effective Dates", "Litigations", "Death", "Assignments", "Waiver Of Jury Trials", "Duties", "Insurances", "Confidentiality", "Books", "Intellectual Property", "Venues", "Titles", "Counterparts", "Disability", "Interpretations", "Organizations", "No Conflicts", "Interests", "Authorizations", "Withholdings", "Modifications", "Consent To Jurisdiction", "Sales", "Anti-Corruption Laws", "Erisa", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The Agreement as amended by this Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and thereof, and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof and thereof.", "references": ["Defined Terms", "Approvals", "Base Salary", "Counterparts", "Releases", "Agreements", "Benefits", "Closings", "Expenses", "Consent To Jurisdiction", "Change In Control", "Withholdings", "Use Of Proceeds", "Specific Performance", "Disability", "Effectiveness", "Jurisdictions", "Records", "No Waivers", "Further Assurances", "Financial Statements", "Vesting", "Non-Disparagement", "Assignments", "Insurances", "Indemnity", "Notices", "General", "Headings", "No Conflicts", "Integration"], "gold": ["Integration"]}
+{"input": "The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Unregistered Securities in a manner that would require the registration under the Securities Act of the sale of the Unregistered Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.", "references": ["Venues", "Vesting", "Books", "Arbitration", "Representations", "Non-Disparagement", "Organizations", "Binding Effects", "Successors", "No Conflicts", "Notices", "Terms", "Erisa", "Headings", "Forfeitures", "Insurances", "Definitions", "Enforceability", "Sanctions", "Assignments", "Governing Laws", "Existence", "Fees", "Terminations", "Closings", "Effectiveness", "Publicity", "Entire Agreements", "Employment", "Waivers", "Integration"], "gold": ["Integration"]}
+{"input": "The Borrowers will, and will cause each Subsidiary to, use the proceeds of any Credit Extension and to request the issuance of Letters of Credit (i)\u00a0for general corporate and working capital purposes, (ii)\u00a0to refinance simultaneously with the closing of this Agreement certain existing Indebtedness that the Borrowers incurred for working capital or general corporate purposes, and/or (iii)\u00a0to pay transaction fees, costs and expenses related to credit facilities established pursuant to this Agreement and the other Credit Documents, in each case not in contravention of applicable Laws or of any Credit Document.\u00a0 The Borrowers will not, nor will they permit any Subsidiary to, (i)\u00a0use any of the proceeds of any Credit Extension to purchase or carry any \u201cmargin stock\u201d (as defined in Regulation U) in violation of applicable Law, (ii)\u00a0finance or refinance any (A)\u00a0commercial paper issued by the Borrowers or (B)\u00a0any other Indebtedness, except for Indebtedness that the Borrowers incurred for general corporate or working capital purposes, (iii)\u00a0use any of the proceeds of any Credit Extension in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (iv)\u00a0use any of the proceeds of any Credit Extension for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Entity.", "references": ["Death", "Publicity", "Governing Laws", "Subsidiaries", "Representations", "Duties", "Submission To Jurisdiction", "Waivers", "Notices", "Defined Terms", "Jurisdictions", "Powers", "No Defaults", "Qualifications", "Severability", "Entire Agreements", "Approvals", "Consents", "Binding Effects", "Vacations", "Waiver Of Jury Trials", "Disability", "Positions", "Financial Statements", "Assignments", "Enforcements", "Interpretations", "Effectiveness", "Closings", "Adjustments", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The proceeds of the Loans and Letters of Credit will be used to finance or refinance, on a bridge basis, the acquisition of Real Property, working capital, capital expenditures and other general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business.\u00a0 No part of the proceeds of any Loan will be used, whether directly or indirectly, for financing, funding or completing the hostile acquisition of publicly traded Persons or for any purpose that entails a violation of any of the Regulations of the Board, including Regulations\u00a0U and X.", "references": ["Vesting", "Insurances", "Waiver Of Jury Trials", "Sanctions", "Confidentiality", "No Conflicts", "Transactions With Affiliates", "Sales", "Specific Performance", "Assignments", "Terminations", "Remedies", "Costs", "Subsidiaries", "Interests", "No Waivers", "Change In Control", "Intellectual Property", "Titles", "Base Salary", "Qualifications", "Fees", "Withholdings", "Effectiveness", "Employment", "Terms", "Payments", "Consent To Jurisdiction", "Severability", "Vacations", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Notwithstanding any other provisions of this Performance Award Agreement, the provision of this Paragraph 7.c shall apply following a Change of Control.", "references": ["Existence", "Sanctions", "Jurisdictions", "Authorizations", "Benefits", "Entire Agreements", "Publicity", "Interests", "Erisa", "Enforcements", "Organizations", "Waivers", "Capitalization", "Disclosures", "Confidentiality", "Effectiveness", "Forfeitures", "Indemnifications", "Intellectual Property", "Closings", "Qualifications", "Liens", "Remedies", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Terms", "Death", "Non-Disparagement", "Submission To Jurisdiction", "Terminations", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, at the time of and in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time prepared.", "references": ["Terms", "Employment", "Binding Effects", "Non-Disparagement", "Assigns", "Effectiveness", "Approvals", "Integration", "Existence", "Qualifications", "Governing Laws", "Waivers", "Definitions", "Duties", "Organizations", "Terminations", "Authorizations", "Compliance With Laws", "Payments", "Titles", "Survival", "Sales", "General", "Releases", "Vacations", "Transactions With Affiliates", "Confidentiality", "Anti-Corruption Laws", "Interpretations", "Sanctions", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "EACH GUARANTOR HEREBY INDEMNIFIES AND HOLDS HARMLESS THE ADMINISTRATIVE AGENT, THE ISSUING LENDERS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN \u201c INDEMNITEE \u201d) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS\u2019 FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE APPLICABLE INDEMNITEE , EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE\u2019S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.", "references": ["Effectiveness", "Authorizations", "Benefits", "Sanctions", "Approvals", "Integration", "Governing Laws", "Agreements", "Powers", "Duties", "Intellectual Property", "Adjustments", "Definitions", "Submission To Jurisdiction", "Books", "Notices", "Authority", "Payments", "Use Of Proceeds", "No Waivers", "Taxes", "Effective Dates", "Interpretations", "Subsidiaries", "Solvency", "Publicity", "Litigations", "Assigns", "Arbitration", "Releases", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "In the event of a dispute with respect to this Lease pursuant to an Arbitration Provision, or in any case when this Lease expressly provides for the settlement or determination of a dispute or question by an Expert pursuant to this Section 34.2 (in any such case, a \u201c Section 34.2 Dispute \u201d) such dispute shall be determined in accordance with an arbitration proceeding as set forth in this Section 34.2 .", "references": ["Base Salary", "Indemnity", "Financial Statements", "Confidentiality", "Change In Control", "Brokers", "Jurisdictions", "General", "Positions", "Duties", "Representations", "Death", "Books", "Releases", "Amendments", "Tax Withholdings", "Disability", "Authorizations", "Applicable Laws", "Venues", "Sanctions", "Cooperation", "Assignments", "Erisa", "Further Assurances", "Withholdings", "Effectiveness", "Intellectual Property", "Liens", "Specific Performance", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to each other party.", "references": ["Governing Laws", "Arbitration", "Taxes", "Waivers", "Publicity", "Jurisdictions", "Liens", "Litigations", "Consents", "Vacations", "Fees", "Vesting", "Integration", "No Defaults", "Definitions", "Modifications", "Employment", "Compliance With Laws", "Adjustments", "Defined Terms", "No Conflicts", "Change In Control", "Expenses", "Enforceability", "Insurances", "Participations", "Cooperation", "Positions", "Organizations", "Titles", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The proceeds of the sale and issuance of the Note shall be used for working capital, protein development, laboratory and testing equipment necessary to support such development, regulatory and clinical expenses, and development work to extend the patent life of NELL-1, as well as for other purposes not presently contemplated herein but which are related directly to growing our current business.", "references": ["Publicity", "Interpretations", "Erisa", "General", "Transactions With Affiliates", "Adjustments", "Further Assurances", "Authorizations", "Waivers", "Forfeitures", "Venues", "Positions", "Fees", "Definitions", "Records", "Successors", "Disclosures", "Governing Laws", "Brokers", "No Conflicts", "Notices", "Intellectual Property", "Entire Agreements", "Non-Disparagement", "Indemnifications", "Disability", "Financial Statements", "Defined Terms", "Arbitration", "Authority", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement and the other Loan Documents to which any of the Borrower or any Guarantor is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors\u2019 rights and general principles of equity.", "references": ["Benefits", "Releases", "Venues", "Interests", "Indemnifications", "Waivers", "Further Assurances", "Confidentiality", "Construction", "Employment", "Use Of Proceeds", "Interpretations", "Sanctions", "Counterparts", "Expenses", "Costs", "Publicity", "Miscellaneous", "Solvency", "Agreements", "Powers", "Records", "Vacations", "Authorizations", "Terms", "Insurances", "Death", "Subsidiaries", "Authority", "Fees", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Except as set forth on Schedule\u00a06.01(i), (i) each Employee Plan is in substantial compliance with ERISA and the Internal Revenue Code, (ii)\u00a0no Termination Event has occurred nor is reasonably expected to occur with respect to any Employee Plan, (iii)\u00a0the most recent annual report (Form 5500 Series) with respect to each Employee Plan, including any required Schedule\u00a0B (Actuarial Information) thereto, copies of which have been filed with the Internal Revenue Service and delivered to the Agents, is complete and correct and fairly presents the funding status of such Employee Plan, and since the date of such report there has been no material adverse change in such funding status, (iv)\u00a0copies of each agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Employee Plan have been delivered to the Agents, (v)\u00a0no Employee Plan had an accumulated or waived funding deficiency or permitted decrease which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the meaning of Section\u00a0412 of the Internal Revenue Code at any time during the previous 60\u00a0months, and (vi)\u00a0no Lien imposed under the Internal Revenue Code or ERISA exists or is likely to arise on account of any Employee Plan within the meaning of Section 412 of the Internal Revenue Code. Except as set forth on Schedule 6.01(i), no Loan Party or any of its ERISA Affiliates has incurred any withdrawal liability under ERISA with respect to any Multiemployer Plan, or is aware of any facts indicating that it or any of its ERISA Affiliates may in the future incur any such withdrawal liability. No Loan Party or any of its ERISA Affiliates nor any fiduciary of any Employee Plan has (i) engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code, (ii) failed to pay any required installment or other payment required under Section 412 of the Internal Revenue Code on or before the due date for such required installment or payment, (iii) engaged in a transaction within the meaning of Section 4069 of ERISA or (iv) incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. There are no pending or, to the knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (i) any Employee Plan or its assets, (ii) any fiduciary with respect to any Employee Plan, or (iii) any Loan Party or any of its ERISA Affiliates with respect to any Employee Plan. Except as required by Section 4980B of the Internal Revenue Code, no Loan Party or any of its ERISA Affiliates maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party or any of its ERISA Affiliates or coverage after a participant\u2019s termination of employment.", "references": ["Waiver Of Jury Trials", "Fees", "Approvals", "Disability", "Cooperation", "Successors", "Assignments", "Remedies", "Vesting", "Payments", "Brokers", "Publicity", "Construction", "Sales", "Subsidiaries", "Agreements", "No Defaults", "Representations", "Authorizations", "Venues", "Disclosures", "Financial Statements", "Consents", "Records", "Sanctions", "Indemnity", "Effectiveness", "Duties", "Vacations", "Qualifications", "Erisa"], "gold": ["Erisa"]}
+{"input": "Each of the parties hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating thereto. Each of the parties (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 8(m) .", "references": ["Entire Agreements", "Adjustments", "Liens", "Books", "Enforceability", "Applicable Laws", "Litigations", "Waivers", "Sales", "Indemnifications", "Non-Disparagement", "Binding Effects", "Compliance With Laws", "Effective Dates", "Intellectual Property", "Terminations", "Specific Performance", "Miscellaneous", "Expenses", "Benefits", "Brokers", "Agreements", "Enforcements", "Transactions With Affiliates", "Closings", "Authorizations", "Existence", "General", "Amendments", "Terms", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "During the Employment Term, the Company shall pay Executive a base salary (the \u201c Base Salary \u201d) at the annual rate of US $1,500,000 payable in arrears, in accordance with the usual payment practices of the Company. Salary shall be inclusive of any sums receivable (and shall abate by any sums received) by the Executive as director\u2019s fees from the Company or any other Group Company, or otherwise arising from any office, held by the Executive by virtue of his employment under this Agreement. Executive\u2019s Base Salary shall be subject to periodic review by the Board, not less frequently than annually, for possible increase and any such increased rate will thereafter be the Base Salary for all purposes of this Agreement. Under no circumstances may the Base Salary be decreased during the Employment Term.", "references": ["Capitalization", "Vesting", "Consents", "Jurisdictions", "Waiver Of Jury Trials", "Cooperation", "Books", "No Defaults", "Specific Performance", "Employment", "Severability", "No Conflicts", "Vacations", "Payments", "Authority", "Subsidiaries", "Agreements", "Duties", "Interpretations", "Forfeitures", "Construction", "Warranties", "Financial Statements", "Costs", "Applicable Laws", "Fees", "No Waivers", "Waivers", "Arbitration", "Withholdings", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "There is no action, suit, proceeding or investigation pending or, to the best of Borrower\u2019s Knowledge, threatened against Borrower, Mortgage Borrower, Guarantor, the Manager, the Property or the Collateral in any court or by or before any other Governmental Authority which, if adversely determined, could reasonably likely result in a Material Adverse Effect.", "references": ["Organizations", "Interpretations", "Remedies", "Assigns", "Qualifications", "Vesting", "Entire Agreements", "Subsidiaries", "Sales", "Consents", "No Conflicts", "Waivers", "Anti-Corruption Laws", "Effectiveness", "Effective Dates", "Non-Disparagement", "Applicable Laws", "Disability", "Binding Effects", "Payments", "Base Salary", "Brokers", "Positions", "Capitalization", "Specific Performance", "Representations", "Authority", "Terms", "Books", "Counterparts", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware to the extent applicable, and to the extent the General Corporation Law of the State of Delaware is not applicable, the laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.", "references": ["Vacations", "Specific Performance", "Death", "Publicity", "Books", "Assigns", "Applicable Laws", "Forfeitures", "Existence", "No Defaults", "Liens", "Survival", "Use Of Proceeds", "Disability", "Successors", "Interests", "Indemnity", "Cooperation", "Payments", "Assignments", "Transactions With Affiliates", "Consent To Jurisdiction", "Binding Effects", "Intellectual Property", "Solvency", "Taxes", "Insurances", "Closings", "Effective Dates", "Construction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In any action or proceeding between Landlord and Tenant, including any appellate or alternative dispute resolution proceeding, the prevailing party shall be entitled to recover from the non-prevailing party all of its costs and expenses in connection therewith, including, but not limited to, reasonable attorneys\u2019 fees actually incurred.", "references": ["Definitions", "Base Salary", "Change In Control", "Compliance With Laws", "No Conflicts", "Disclosures", "Adjustments", "Specific Performance", "Taxes", "Enforceability", "Qualifications", "Titles", "Duties", "Representations", "Further Assurances", "Interpretations", "Submission To Jurisdiction", "Binding Effects", "Terms", "Consent To Jurisdiction", "Vacations", "Headings", "Warranties", "Insurances", "Confidentiality", "Authorizations", "Indemnity", "Enforcements", "Fees", "Defined Terms", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Executed signature pages to this Agreement may be transmitted electronically by \u201cpdf\u201d file and such pdf files shall be deemed as sufficient as if actual signature pages had been delivered.", "references": ["Litigations", "Cooperation", "Qualifications", "Governing Laws", "Modifications", "Disability", "Brokers", "Survival", "Releases", "Powers", "Notices", "Liens", "Agreements", "Transactions With Affiliates", "Tax Withholdings", "Terms", "Indemnifications", "Base Salary", "Assignments", "Binding Effects", "Fees", "No Conflicts", "Entire Agreements", "Anti-Corruption Laws", "Taxes", "Arbitration", "Erisa", "Remedies", "Positions", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company agrees to pay the Executive a base salary (\" Base Salary \") of $250,000 per annum.\u00a0 Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salary shall be paid in periodic installments in accordance with the Company's regular payroll practices.", "references": ["Notices", "Cooperation", "Publicity", "Waiver Of Jury Trials", "Records", "Adjustments", "Successors", "Jurisdictions", "Interpretations", "Modifications", "Consents", "Litigations", "Positions", "Specific Performance", "Applicable Laws", "Releases", "Books", "Qualifications", "Subsidiaries", "Authorizations", "Disability", "Authority", "Consent To Jurisdiction", "Non-Disparagement", "Vesting", "Agreements", "Existence", "Death", "No Conflicts", "Approvals", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the Ancillary Documents are not performed in accordance with their specific terms or otherwise are breached. Therefore, each party (a)\u00a0hereby waives, in any action for specific performance, the defense of adequacy of a remedy at law and any requirement for the posting of any bond or other security in connection with any such remedy; and (b)\u00a0agrees that the other parties will be entitled to specific performance of the terms of this Agreement and the Ancillary Documents in any Proceeding initiated to enforce the terms hereof, including the issuance of an Order or Orders to prevent or restrain any actual or threatened breach of this Agreement or the Ancillary Documents, in each case without any requirement to post any bond or provide other security. The remedy of specific performance will be in addition to any other remedy or remedies to which the other parties may be entitled at law or in equity.", "references": ["Adjustments", "Payments", "Counterparts", "Warranties", "Use Of Proceeds", "Disability", "Effectiveness", "Employment", "Headings", "Benefits", "Terms", "Interests", "Fees", "Miscellaneous", "Approvals", "Qualifications", "Consent To Jurisdiction", "Further Assurances", "Jurisdictions", "Vacations", "Binding Effects", "Releases", "Litigations", "Non-Disparagement", "Expenses", "Taxes", "Existence", "No Waivers", "Vesting", "Sales", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "To Sellers\u2019 Knowledge, neither the execution, delivery, and performance of this Agreement nor such Seller\u2019s performance of and compliance with the terms and provisions contemplated hereby (i) will conflict with, violate, or result in a Breach of any of the terms, covenants, conditions, or provisions of any Legal Requirements in effect on the date hereof applicable to, or any Order, Consent or Governmental Authorization of any Governmental Body directed to, or binding on such Seller, (ii) will conflict with, violate, result in a Breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement or instrument to which, such Seller is a party or by which such Seller is or may be bound or to which any of their properties or assets are subject, (iii) will conflict with, violate, result in a Breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any Consent under any indenture, mortgage, lease agreement, or instrument to which such Seller is a party or by which such Seller or such Seller\u2019s property or assets is or may be bound, or (iv) will result in the creation or imposition of any Lien upon any of the Properties or Assets of the Company, or upon the Membership Interests, or cause Buyer (or any Related Person thereof) or the Company to become subject to, or to become liable for the payment of, any Tax for which liability has accrued prior to the date of Closing.", "references": ["Titles", "Expenses", "Authority", "Notices", "Transactions With Affiliates", "Further Assurances", "Use Of Proceeds", "Remedies", "Forfeitures", "Existence", "Payments", "Publicity", "Headings", "Enforcements", "Defined Terms", "Brokers", "Approvals", "Financial Statements", "Entire Agreements", "No Conflicts", "Consents", "Jurisdictions", "Capitalization", "Sanctions", "Amendments", "Miscellaneous", "Fees", "Modifications", "Representations", "Specific Performance", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including, without limitation: loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon the reasonable request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.", "references": ["Anti-Corruption Laws", "Base Salary", "No Defaults", "Arbitration", "Death", "Survival", "Approvals", "Effective Dates", "No Conflicts", "Entire Agreements", "Effectiveness", "Venues", "General", "Publicity", "Erisa", "Titles", "Severability", "Waiver Of Jury Trials", "Assignments", "Confidentiality", "Miscellaneous", "Records", "Indemnifications", "Positions", "Successors", "Jurisdictions", "Compliance With Laws", "Terms", "Books", "Consent To Jurisdiction", "Insurances"], "gold": ["Insurances"]}
+{"input": "THESE SUBORDINATION PROVISIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.", "references": ["Definitions", "Solvency", "Remedies", "Disclosures", "Miscellaneous", "Consents", "Withholdings", "Confidentiality", "Death", "Effectiveness", "Jurisdictions", "Indemnity", "Litigations", "Arbitration", "Further Assurances", "Erisa", "Financial Statements", "Effective Dates", "Successors", "Compliance With Laws", "Assignments", "Amendments", "Books", "Benefits", "Publicity", "Waiver Of Jury Trials", "Participations", "Integration", "Qualifications", "Enforceability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No ERISA Event has occurred in the five year period prior to the date on which this representation is made or deemed made and is continuing or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the present value of all accumulated benefit obligations under all Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plans, in the aggregate.", "references": ["Titles", "Brokers", "Indemnity", "Counterparts", "No Waivers", "Indemnifications", "Taxes", "Adjustments", "Intellectual Property", "Forfeitures", "Remedies", "Enforceability", "Benefits", "Effectiveness", "Construction", "Terminations", "Jurisdictions", "Fees", "Miscellaneous", "Death", "Submission To Jurisdiction", "Authorizations", "Compliance With Laws", "No Conflicts", "Entire Agreements", "Powers", "Disclosures", "Integration", "Interpretations", "Vesting", "Erisa"], "gold": ["Erisa"]}
+{"input": "(a)\u00a0EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.", "references": ["General", "Existence", "Positions", "Amendments", "Brokers", "Assignments", "Forfeitures", "Modifications", "Books", "Death", "Effectiveness", "Insurances", "Erisa", "Counterparts", "Integration", "Successors", "Closings", "No Waivers", "Subsidiaries", "Remedies", "Disability", "Construction", "Applicable Laws", "Litigations", "Publicity", "Payments", "Sanctions", "Vesting", "Assigns", "Financial Statements", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "(a)\u00a0Any and all payments by or on account of Altria shall be made, in accordance with Section\u00a02.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i)\u00a0in the case of each Lender and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be), is organized or any political subdivision thereof, (ii)\u00a0in the case of each Lender, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender\u2019s Applicable Lending Office or any political subdivision thereof, (iii)\u00a0in the case of each Lender and the Administrative Agent, taxes imposed on its net income and franchise taxes imposed on it, and any tax imposed by means of withholding, in each case to the extent such tax is imposed solely as a result of a present or former connection (other than connections arising from the execution, delivery and performance of this Agreement, a Note or a Guarantee, receipt of payments or receipt or perfection of a security interest under this Agreement, a Note or a Guarantee, or engaging of any other transaction pursuant to or to enforce this Agreement, a Note or the Guarantee) between the Lender or the Administrative Agent, as the case may be, and the taxing jurisdiction, (iv)\u00a0in the case of each Lender and the Administrative Agent, taxes imposed by the United States by means of withholding tax if and to the extent that such taxes shall be in effect and shall be applicable on the date hereof to payments to be made to such Lender\u2019s Applicable Lending Office or to the Administrative Agent and (v)\u00a0in the case of each Lender and the Administrative Agent, any withholding taxes imposed pursuant to FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder being hereinafter referred to as \u201c Taxes \u201d). If any Withholding Agent shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i)\u00a0the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section\u00a02.14) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii)\u00a0such Withholding Agent shall make such deductions and (iii)\u00a0such Withholding Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.", "references": ["Solvency", "Assigns", "Consent To Jurisdiction", "General", "Capitalization", "Liens", "Anti-Corruption Laws", "Headings", "Litigations", "Enforceability", "Brokers", "Agreements", "Modifications", "Confidentiality", "Venues", "Terminations", "Sanctions", "Approvals", "Use Of Proceeds", "Governing Laws", "Effective Dates", "Sales", "Indemnity", "Binding Effects", "Existence", "Organizations", "Benefits", "Death", "Insurances", "Survival", "Taxes"], "gold": ["Taxes"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.", "references": ["Powers", "Liens", "Payments", "Positions", "Construction", "Assignments", "Closings", "Binding Effects", "Assigns", "Taxes", "Jurisdictions", "Interests", "Remedies", "Confidentiality", "No Waivers", "Withholdings", "Agreements", "Costs", "Amendments", "Arbitration", "Erisa", "Forfeitures", "Litigations", "Use Of Proceeds", "Tax Withholdings", "Representations", "Anti-Corruption Laws", "Severability", "Miscellaneous", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company shall pay to the Executive in a lump sum on the first regular payroll date that follows the Retirement Date (or such earlier date as required by law) any base salary that is accrued but unpaid as of such date. The Executive shall be entitled to all benefits accrued up to the Retirement Date (including, for the avoidance of doubt, accrued but unused vacation pay), to the extent vested, under all employee benefit plans of the Company Group in which the Executive participates (except for any plan that provides for bonus, severance, tax gross-up, separation pay or termination benefits, or benefits continuation) in accordance with the terms of such plans, and any amounts required to be paid pursuant to applicable law; provided, that this Section 3.A shall not result in duplication of benefits with any other payment or benefit under this Agreement or any other agreement or plan. For the avoidance of doubt, any medical, dental, and other health insurance coverage in which the Executive (and his beneficiaries) participate as of the Retirement Date shall continue through the end of the month during which the Retirement Date takes place. The Executive shall also be entitled to receive from the Company any reimbursable expenses owed to the Executive under Section 3(e) of the Employment Agreement.", "references": ["Duties", "Entire Agreements", "Capitalization", "Records", "Transactions With Affiliates", "Enforcements", "Use Of Proceeds", "Vacations", "Solvency", "Positions", "Further Assurances", "Effective Dates", "Authorizations", "Submission To Jurisdiction", "Disclosures", "No Conflicts", "Insurances", "Powers", "Terms", "Venues", "Participations", "Successors", "Effectiveness", "Indemnity", "Interpretations", "Defined Terms", "Cooperation", "Modifications", "Assigns", "Severability", "Benefits"], "gold": ["Benefits"]}
+{"input": "The obligations contained in Sections 5 and 6 hereof shall survive the termination of the Executive\u2019s employment with the Company and shall be fully enforceable thereafter.", "references": ["Financial Statements", "Publicity", "Liens", "Defined Terms", "Closings", "Modifications", "Sales", "Further Assurances", "Counterparts", "Waivers", "Existence", "Notices", "Adjustments", "Integration", "Change In Control", "Payments", "Construction", "Use Of Proceeds", "No Conflicts", "Withholdings", "Participations", "Erisa", "Entire Agreements", "Subsidiaries", "Tax Withholdings", "Litigations", "Severability", "Fees", "Benefits", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "The sections of this Commitment Letter and the Fee Letter relating to any compensation (if and as applicable), Indemnification, Expenses, Confidentiality, Other Services, Survival and Governing Law shall survive any termination or expiration of this Commitment Letter, the Commitment of the Initial Lenders, the agreement of the Commitment Parties or the undertakings of the Lead Arrangers set forth herein (regardless of whether definitive Financing Documentation is executed and delivered), and the sections relating to Syndication and Information shall survive until the completion of the syndication of the Term Facility; provided that your obligations under this Commitment Letter (other than your obligations with respect to the sections of this Commitment Letter relating to Syndication, Information, Confidentiality, Other Services, Survival and Governing Law) shall automatically terminate and be superseded by the provisions of the Financing Documentation upon the funding thereunder, to the extent covered thereby, and you shall be released from all liability in connection therewith at such time.", "references": ["Terminations", "Duties", "Anti-Corruption Laws", "Interpretations", "Indemnity", "Organizations", "Notices", "Financial Statements", "Cooperation", "Amendments", "Effective Dates", "Intellectual Property", "Litigations", "Terms", "Subsidiaries", "Definitions", "Modifications", "Miscellaneous", "Disclosures", "Successors", "Enforcements", "Consent To Jurisdiction", "Indemnifications", "Compliance With Laws", "Defined Terms", "Assigns", "Records", "Arbitration", "Sanctions", "Further Assurances", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement is intended to comply with the requirements of Section 409A of the Code to the extent applicable or to be exempt from Section 409A of the Code pursuant to the \u201cshort-term deferral exception\u201d under Treas. Reg. section 1.409A-1(b)(4) or the \u201cseparation pay exception\u201d under Treas. Reg. Section 1.409A-1(b)(9)(iii), and shall in all respects be administered and construed in accordance with Section\u00a0409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on Employee under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a Termination of Employment under this Agreement may only be made upon a \u201cseparation from service\u201d (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and, to the extent applicable, any such amount shall be payable in accordance with Section 32(b). In no event shall the Employee, directly or indirectly, designate the calendar year of payment. Nothing herein shall be construed as having modified the time and form of payment of any amounts or payments of \u201cdeferred compensation\u201d (as defined under Treas. Reg. Section 1.409A-1(b)(1), after giving effect to the exemptions in Treas. Reg. Sections 1.409A-1(b)(3) through (b)(12)) that were otherwise payable pursuant to the terms of any agreement between the Company and Employee in effect on or after January\u00a01, 2005 and prior to the date of this Agreement.", "references": ["Consents", "Disability", "No Waivers", "Venues", "Anti-Corruption Laws", "Erisa", "Compliance With Laws", "Representations", "Indemnity", "Integration", "Cooperation", "Severability", "Benefits", "Expenses", "Agreements", "Intellectual Property", "Warranties", "Miscellaneous", "Powers", "Modifications", "Use Of Proceeds", "Participations", "Specific Performance", "Governing Laws", "Amendments", "Remedies", "Entire Agreements", "Releases", "Jurisdictions", "Enforcements", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Purchased Shares or that would be integrated with the offer or sale of the Purchased Shares for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.", "references": ["Qualifications", "Capitalization", "Solvency", "Miscellaneous", "Indemnity", "Fees", "Anti-Corruption Laws", "Base Salary", "No Defaults", "Arbitration", "Confidentiality", "Tax Withholdings", "Positions", "Counterparts", "Erisa", "Releases", "No Conflicts", "Modifications", "Sales", "Death", "Further Assurances", "Assigns", "Insurances", "Venues", "Construction", "Participations", "No Waivers", "Litigations", "Definitions", "Liens", "Integration"], "gold": ["Integration"]}
+{"input": "The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Authorizations", "Consents", "Binding Effects", "Assigns", "Base Salary", "Costs", "Records", "Enforceability", "Change In Control", "Liens", "Successors", "Withholdings", "Further Assurances", "Use Of Proceeds", "Terms", "Insurances", "Venues", "Benefits", "Representations", "Fees", "Indemnity", "Survival", "Warranties", "Authority", "Death", "Financial Statements", "Approvals", "Brokers", "Publicity", "Vesting", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "There are no claims, actions, suits or proceedings pending or, to Aspiration\u2019s knowledge, threatened against Aspiration, or to its knowledge affecting Aspiration, at law or in equity, before or by any Governmental Body, an adverse determination of which would reasonably be expected to have a material adverse effect on the business of Aspiration or the Aspiration Account Program, and Aspiration knows of no basis for any of the foregoing. There is no Order of any Governmental Body affecting Aspiration or to which Aspiration is subject.", "references": ["Representations", "Authorizations", "Taxes", "Withholdings", "Vacations", "Indemnity", "Applicable Laws", "Adjustments", "Assignments", "Arbitration", "Books", "Severability", "Consents", "Disclosures", "Specific Performance", "Effectiveness", "Governing Laws", "Death", "Counterparts", "Indemnifications", "Defined Terms", "No Defaults", "Cooperation", "Effective Dates", "Terminations", "Jurisdictions", "Publicity", "Positions", "Definitions", "General", "Litigations"], "gold": ["Litigations"]}
+{"input": "All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent\u2019s Office in such Alternative Currency and in immediately available funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to the definition of \u201cInterest Period\u201d, if any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Vacations", "Expenses", "Non-Disparagement", "Adjustments", "Submission To Jurisdiction", "Sanctions", "Approvals", "Indemnifications", "Remedies", "Confidentiality", "Forfeitures", "Closings", "Interests", "Arbitration", "Definitions", "Warranties", "Positions", "Consents", "Amendments", "Integration", "Notices", "Successors", "No Waivers", "Authorizations", "Construction", "Indemnity", "Tax Withholdings", "Enforceability", "Governing Laws", "Effective Dates", "General"], "gold": ["General"]}
+{"input": "In his capacity as an Executive Vice President \u2013 Electronic Banking Manager of the Company, the Employee shall have such responsibilities and shall render such services as shall be assigned to him from time to time by the Chief Executive Officer of the Company, which shall be consistent with the responsibilities of similarly situated executives of comparable companies in similar lines of business. The Employee\u2019s duties may, from time to time, be changed or modified at the discretion of the Chief Executive Officer.", "references": ["Terminations", "Further Assurances", "Waiver Of Jury Trials", "Erisa", "Jurisdictions", "Base Salary", "Indemnifications", "General", "Qualifications", "Arbitration", "Assignments", "Change In Control", "Adjustments", "Waivers", "Releases", "Survival", "Headings", "Specific Performance", "Records", "Use Of Proceeds", "Books", "Applicable Laws", "Construction", "Binding Effects", "Solvency", "Consent To Jurisdiction", "Positions", "Closings", "Authority", "Subsidiaries", "Duties"], "gold": ["Duties"]}
+{"input": "Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its Property except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.", "references": ["Applicable Laws", "Survival", "Withholdings", "Representations", "Jurisdictions", "Records", "Submission To Jurisdiction", "Capitalization", "Subsidiaries", "Qualifications", "Venues", "Construction", "Defined Terms", "Payments", "Duties", "Solvency", "No Waivers", "Interests", "Binding Effects", "Use Of Proceeds", "Taxes", "Amendments", "Transactions With Affiliates", "Sales", "Headings", "Assignments", "Non-Disparagement", "Notices", "Participations", "Intellectual Property", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Employee agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees . Employer agrees that all management-level employees shall refrain from any disparagement, defamation, libel or slander of Employee, and agrees to refrain from any tortious interference with the contracts and relationships of Employee. This paragraph shall not in any way prohibit either party from making truthful statements in a legal or administrative proceeding, or as otherwise required by law or legal process.", "references": ["Intellectual Property", "Positions", "Entire Agreements", "Applicable Laws", "Erisa", "Headings", "Construction", "Insurances", "Representations", "Brokers", "Successors", "Effective Dates", "Enforceability", "Liens", "Waivers", "Further Assurances", "Jurisdictions", "Arbitration", "Participations", "Consents", "Amendments", "Expenses", "Forfeitures", "Defined Terms", "Survival", "Withholdings", "Sales", "Approvals", "Submission To Jurisdiction", "Modifications", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by the Laws of the State of Delaware, without giving effect to any conflicts of law principles that would result in the application of any Law other than the Law of the State of Delaware.", "references": ["Effectiveness", "Sales", "Transactions With Affiliates", "Confidentiality", "Authorizations", "Vacations", "Compliance With Laws", "Assigns", "Publicity", "Terminations", "Jurisdictions", "Anti-Corruption Laws", "Notices", "Releases", "Taxes", "Remedies", "Representations", "No Waivers", "Consents", "Books", "Further Assurances", "Death", "Change In Control", "Enforcements", "Interpretations", "Successors", "Agreements", "Solvency", "Erisa", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Notices to New Borrower shall be given in the manner set forth for Borrowers in Section\u00a011 of the Credit Agreement.", "references": ["Effectiveness", "Arbitration", "Governing Laws", "Survival", "Agreements", "Intellectual Property", "Sanctions", "Death", "Severability", "Brokers", "Authority", "Indemnifications", "Positions", "Entire Agreements", "Subsidiaries", "Effective Dates", "General", "Sales", "Indemnity", "Assignments", "Enforceability", "Cooperation", "Warranties", "Amendments", "Fees", "Remedies", "No Conflicts", "No Waivers", "Counterparts", "Tax Withholdings", "Notices"], "gold": ["Notices"]}
+{"input": "(a) The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of Indemnitee\u2019s Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitee\u2019s Corporate Status. In the event of a Change in Control, the Company shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by the Company for directors and officers liability insurance in effect on the date of the Change in Control. In the event that 250% of the annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount.", "references": ["Integration", "Enforceability", "Positions", "Approvals", "Vesting", "Authority", "Non-Disparagement", "Erisa", "Waiver Of Jury Trials", "Terms", "Expenses", "Vacations", "Terminations", "Miscellaneous", "Qualifications", "Releases", "Powers", "Transactions With Affiliates", "Disability", "Change In Control", "Records", "Consents", "No Defaults", "Specific Performance", "Entire Agreements", "Indemnity", "Disclosures", "Subsidiaries", "Sales", "Definitions", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement may be executed in any number of duplicate originals or counterparts and delivered in original or electronic form in a .pdf (portable document format), with the same effect as execution and delivery of originals. Each of such duplicate originals or counterparts shall be deemed to be an original and all taken together shall constitute but one and the same instrument.", "references": ["Transactions With Affiliates", "Closings", "Insurances", "Taxes", "Withholdings", "Liens", "Titles", "Integration", "Benefits", "Vesting", "Payments", "Indemnifications", "Interests", "Definitions", "Fees", "Disclosures", "Employment", "Terms", "Existence", "Books", "Authorizations", "Construction", "No Waivers", "Enforcements", "Binding Effects", "Warranties", "Sanctions", "Capitalization", "Arbitration", "No Defaults", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which, 13,982,542 are issued and outstanding and 835,216 shares are reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 20,000,000 shares of preferred stock, of which none are issued and outstanding. 5,595,061 shares of the Company\u2019s issued and outstanding Common Stock on the date hereof are owned by Persons who are Affiliates of the Company or any of its Subsidiaries. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities or except as set forth in the Prospectus or Prospectus Supplement, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any mandatory redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all foreign, federal and state securities laws (including, without limitation, all applicable federal and provincial laws, rules and regulations of The People\u2019s Republic of China), and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, lender, the Board of Directors or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Records", "Entire Agreements", "Qualifications", "Successors", "Agreements", "Closings", "Transactions With Affiliates", "Binding Effects", "Base Salary", "No Conflicts", "Terminations", "Specific Performance", "Indemnity", "Litigations", "Costs", "Representations", "Anti-Corruption Laws", "Compliance With Laws", "Notices", "Publicity", "Further Assurances", "Positions", "Enforcements", "Waivers", "Financial Statements", "Solvency", "No Defaults", "Enforceability", "Adjustments", "Change In Control", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Plan and any agreements governing the grant of Awards hereunder to any Participant constitute the entire agreement with respect to the subject matter hereof with respect to such Participant, provided that in the event of any inconsistency between the Plan and any such agreement(s), the terms and conditions of the Plan shall control.", "references": ["Sales", "Adjustments", "Compliance With Laws", "Change In Control", "Powers", "Authority", "Vesting", "Anti-Corruption Laws", "Counterparts", "Construction", "Solvency", "Indemnity", "Organizations", "Expenses", "Forfeitures", "Taxes", "Terminations", "Authorizations", "Tax Withholdings", "No Conflicts", "Benefits", "Disability", "Terms", "Titles", "No Waivers", "Withholdings", "Amendments", "General", "Further Assurances", "Litigations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Restricted Person has the power and authority to execute, deliver, and perform its respective obligations under this Agreement and the other Loan Documents. Each Restricted Person has taken all action necessary to authorize the execution and delivery by it of the Loan Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.\u00a0\u00a0This Agreement and the other Loan Documents have been duly executed and delivered by Borrower and each other Restricted Person a party thereto.\u00a0\u00a0Borrower is duly authorized to borrow funds hereunder.", "references": ["Disability", "Survival", "Representations", "Assigns", "Modifications", "Records", "Titles", "Sales", "Powers", "Adjustments", "Brokers", "Interpretations", "Death", "Litigations", "Remedies", "Effectiveness", "Financial Statements", "Indemnity", "Severability", "Positions", "Consent To Jurisdiction", "Existence", "Base Salary", "Venues", "Erisa", "Notices", "Sanctions", "Waivers", "No Waivers", "No Conflicts", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Other than a distribution of dividends that is not otherwise prohibited hereby, Guarantor will not enter into any transaction, including without limitation any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a)\u00a0not a violation of any provision under this Guaranty or the Repurchase Agreement, (b)\u00a0in the ordinary course of Guarantor\u2019s business, and (c)\u00a0upon fair and reasonable terms no less favorable to Guarantor than it would obtain in a comparable arm\u2019s length transaction with a Person which is not an Affiliate, or make a payment that is not otherwise permitted by this clause to any Affiliate. Notwithstanding the foregoing, Buyer hereby approves of the Servicing Agreement and Management Agreement with Affiliates of Guarantor.", "references": ["Costs", "Amendments", "Authority", "Remedies", "Non-Disparagement", "Applicable Laws", "Records", "Successors", "Brokers", "Anti-Corruption Laws", "Adjustments", "Existence", "Binding Effects", "Tax Withholdings", "Enforceability", "Severability", "General", "Terminations", "Withholdings", "Arbitration", "Disability", "Payments", "Disclosures", "Taxes", "Effectiveness", "Erisa", "Waiver Of Jury Trials", "Fees", "Indemnity", "Sanctions", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The respective rights and obligations of the parties set forth in this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.", "references": ["Intellectual Property", "Payments", "Warranties", "Taxes", "Change In Control", "Effective Dates", "General", "Waiver Of Jury Trials", "Authorizations", "Tax Withholdings", "Adjustments", "Arbitration", "Binding Effects", "Books", "Confidentiality", "Indemnifications", "Modifications", "Benefits", "Capitalization", "Notices", "Employment", "Interpretations", "Representations", "Participations", "Assigns", "Insurances", "Remedies", "Non-Disparagement", "Solvency", "Interests", "Successors"], "gold": ["Successors"]}
+{"input": "TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, EACH LOAN PARTY AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT SUCH LOAN PARTY OR LENDER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE LOAN, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY TRANSACTION CONTEMPLATED THEREBY OR HEREBY, BEFORE OR AFTER MATURITY.", "references": ["Assignments", "Sales", "Change In Control", "Insurances", "Successors", "Approvals", "Agreements", "Interpretations", "Vacations", "Indemnity", "Amendments", "Closings", "Costs", "Positions", "Defined Terms", "Venues", "Subsidiaries", "Headings", "Taxes", "Records", "Waivers", "Enforcements", "Expenses", "Financial Statements", "Tax Withholdings", "Benefits", "Forfeitures", "Death", "Indemnifications", "Fees", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The courts of Washington County, Arkansas shall have exclusive jurisdiction and be the venue of all disputes between Tyson and you, whether such disputes arise from this Agreement or otherwise. In addition, you expressly waive any right that you may have to sue or be sued in the county of your residence and consent to venue in Washington County, Arkansas. The parties acknowledge that, by signing this Agreement, they are waiving any right that they may have to a trial by jury for any matter related to this Agreement.", "references": ["Publicity", "Change In Control", "Forfeitures", "Terminations", "Notices", "Headings", "Intellectual Property", "Applicable Laws", "Records", "Releases", "Non-Disparagement", "Representations", "Closings", "Books", "Payments", "Litigations", "Subsidiaries", "Approvals", "Withholdings", "Venues", "Tax Withholdings", "Organizations", "Enforceability", "Assignments", "Governing Laws", "Modifications", "Definitions", "Effective Dates", "Vacations", "Waivers", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.", "references": ["Subsidiaries", "Consent To Jurisdiction", "Remedies", "Interpretations", "Change In Control", "Enforceability", "Transactions With Affiliates", "Records", "Sales", "Organizations", "Confidentiality", "Base Salary", "Financial Statements", "Notices", "Tax Withholdings", "Adjustments", "Agreements", "Powers", "Consents", "Employment", "Books", "Participations", "Authority", "Cooperation", "Waiver Of Jury Trials", "Counterparts", "Authorizations", "Definitions", "Brokers", "Intellectual Property", "Severability"], "gold": ["Severability"]}
+{"input": "For purposes of this Section\u00a02.17, the term \u201cLender\u201d includes the Issuing Bank and the term \u201capplicable law\u201d includes FATCA.", "references": ["Sanctions", "Sales", "Headings", "Vacations", "Litigations", "Survival", "Successors", "Applicable Laws", "Arbitration", "Positions", "Compliance With Laws", "Brokers", "Binding Effects", "Construction", "Specific Performance", "Publicity", "Agreements", "Consent To Jurisdiction", "Enforcements", "Consents", "Subsidiaries", "Remedies", "No Waivers", "Indemnifications", "Representations", "Titles", "No Defaults", "Capitalization", "Terminations", "Approvals", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Agreement may be executed by facsimile or electronic transmission and in counterparts, each of which shall be deemed an original and all of which shall constitute one binding instrument.", "references": ["Fees", "Positions", "Insurances", "Cooperation", "Liens", "Arbitration", "Confidentiality", "Publicity", "Venues", "Death", "Binding Effects", "Miscellaneous", "Remedies", "Existence", "Terminations", "Financial Statements", "Compliance With Laws", "Sanctions", "Anti-Corruption Laws", "No Conflicts", "Participations", "Modifications", "Enforceability", "Records", "Survival", "Headings", "Effective Dates", "Taxes", "Authority", "Indemnity", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Upon discovery by the Buyer or the Seller of a breach of the representations and warranties set forth in Section 2.3(b) at the time such representations and warranties were made which materially and adversely affects the interests of the Issuing Entity, in its indirect capacity as the Exchange Noteholder, in any Transaction Unit, the party discovering such breach shall give prompt written notice thereof to the other parties. If the Seller (i) has knowledge of a breach of a representation or warranty made in Section 2.3(b) , (ii) receives notice from the Depositor, the Issuing Entity, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 2.3(b) , (iii) receives a Reallocation Request from the Owner Trustee or the Indenture Trustee for a Unit or (iv) receives a Review Report that indicates a Test Fail for a Transaction Unit, then, in each case, the Seller will (or cause World Omni to) investigate the Transaction Unit to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuing Entity, in its indirect capacity as the Exchange Noteholder. None of the Titling Trust, the Titling Trustee, the Titling Trustee Agent, the Closed-End Collateral Agent, the Initial Beneficiary, the Servicer, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Transaction Unit is required to be reallocated under this Section 2.3(c) . If the Seller does not correct or cure such breach prior to the end of the Collection Period after the date that the Seller had knowledge or was notified of such breach, then the Seller shall direct the Closed-End Administrative Agent and the Servicer to reallocate the noncompliant Closed-End Units from the 2018-B Reference Pool to the Warehouse Facility Pool or an Unencumbered Reference Pool on the Closed-End Exchange Note Payment Date following the end of such Closed-End EN Collection Period. In consideration for such reallocation, the Seller shall be required to deposit an amount equal to the Securitization Value of such noncompliant Closed-End Units into the Exchange Note Collection Account as of the end of the Closed-End EN Collection Period preceding such Closed-End Exchange Note Payment Date prior to 11 a.m., New York City time, on the Business Day preceding such Closed-End Exchange Note Payment Date, in order for the Closed-End Administrative Agent to apply such amount to the payment of principal of the Exchange Note. It is understood and agreed that the obligation of the Seller to deposit such amount (the \u201c Repurchase Payment \u201d) relating to the Closed-End Lease as to which such a breach has occurred and is continuing as described above shall constitute the sole remedy respecting such breach available to the Buyer and any other Person. None of the Servicer, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Titling Trustee, the Closed-End Collateral Agent, the Closed-End Administrative Agent, the Asset Representations Reviewer, the Seller, the Depositor or the Administrator will have an obligation to investigate whether a breach or other event has occurred that would require the reallocation of any Transaction Unit under this Section 2.3(c) or whether any Transaction Unit is required to be reallocated under this Section 2.3(c) .", "references": ["Publicity", "Tax Withholdings", "Binding Effects", "Solvency", "Agreements", "Interpretations", "No Waivers", "Further Assurances", "No Defaults", "Severability", "Erisa", "Adjustments", "Entire Agreements", "Litigations", "Specific Performance", "Amendments", "Enforcements", "Arbitration", "Insurances", "Defined Terms", "Counterparts", "Payments", "General", "Remedies", "Intellectual Property", "Governing Laws", "Non-Disparagement", "Participations", "Closings", "Base Salary", "Warranties"], "gold": ["Warranties"]}
+{"input": "Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Credit Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon the reasonable request by the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.", "references": ["Withholdings", "Adjustments", "Counterparts", "Warranties", "Effectiveness", "No Defaults", "Forfeitures", "Successors", "Capitalization", "Defined Terms", "Books", "Vesting", "Change In Control", "Authorizations", "Compliance With Laws", "Intellectual Property", "Binding Effects", "Approvals", "Interests", "Notices", "Non-Disparagement", "Liens", "Confidentiality", "Consents", "Anti-Corruption Laws", "No Conflicts", "Disclosures", "Participations", "Records", "Representations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Commencing on the Start Date, Executive shall serve as General Counsel reporting to the Chief Executive Officer (\u201c CEO \u201d) or such other executive designated by him/her, and shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to Executive by CEO and/or the Company\u2019s Board of Directors (the \u201c Board \u201d ).", "references": ["Capitalization", "Waivers", "Terminations", "Modifications", "Solvency", "Specific Performance", "Expenses", "Representations", "Headings", "Anti-Corruption Laws", "Construction", "Binding Effects", "Existence", "Titles", "Books", "Survival", "Successors", "Litigations", "Compliance With Laws", "Disclosures", "Qualifications", "Duties", "Benefits", "Amendments", "Use Of Proceeds", "Liens", "General", "Participations", "Venues", "Miscellaneous", "Positions"], "gold": ["Positions"]}
+{"input": "The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of PSUs or the lapse of restrictions on PSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on PSUs not to lapse.", "references": ["Insurances", "Tax Withholdings", "Positions", "Fees", "Participations", "Vesting", "Indemnity", "Sanctions", "Liens", "Enforceability", "Financial Statements", "Compliance With Laws", "Miscellaneous", "Books", "Confidentiality", "Titles", "Use Of Proceeds", "Taxes", "Indemnifications", "Records", "Erisa", "Capitalization", "Disability", "Successors", "Subsidiaries", "Jurisdictions", "Waiver Of Jury Trials", "Construction", "Authorizations", "Cooperation", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "(i)\u00a0A Participant shall be required to pay to any member of the Company Group, and any member of the Company Group shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding or any other applicable taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.", "references": ["Books", "Non-Disparagement", "Counterparts", "Consents", "Submission To Jurisdiction", "Arbitration", "Severability", "Use Of Proceeds", "Erisa", "Powers", "Amendments", "Venues", "Organizations", "Solvency", "Qualifications", "Assignments", "No Defaults", "Successors", "Effectiveness", "Participations", "Indemnifications", "Vacations", "Interests", "Publicity", "Confidentiality", "Capitalization", "Expenses", "No Conflicts", "Representations", "Anti-Corruption Laws", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law).", "references": ["Warranties", "Specific Performance", "General", "Assignments", "Tax Withholdings", "Consent To Jurisdiction", "No Defaults", "Organizations", "Transactions With Affiliates", "Terms", "Positions", "Sales", "Enforcements", "Books", "Terminations", "Compliance With Laws", "Further Assurances", "Forfeitures", "Interpretations", "Sanctions", "Benefits", "Miscellaneous", "Financial Statements", "Payments", "Venues", "Employment", "Indemnity", "Confidentiality", "Duties", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "None of the (a) information, exhibits or reports furnished or to be furnished by the Borrower or any Subsidiary to the Administrative Agent or to any Lender in connection with the negotiation of the Facility Documents or (b) representations or warranties of the Borrower or any Subsidiary contained in this Agreement, the other Facility Documents or any other document, certificate or written statement furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Subsidiary for use in connection with the transactions contemplated by this Agreement or the Facility Documents contained, contains or will contain any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made.\u00a0\u00a0There is no fact known to the Borrower (other than matters of a general economic nature) that has had or could reasonably be expected to have a Material Adverse Effect and that has not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection with the transactions contemplated by this Agreement.", "references": ["No Defaults", "Organizations", "Interpretations", "Vacations", "Approvals", "Miscellaneous", "Expenses", "No Waivers", "Terminations", "Base Salary", "Disability", "Litigations", "Governing Laws", "Intellectual Property", "Publicity", "Indemnifications", "Existence", "Payments", "Jurisdictions", "Erisa", "Transactions With Affiliates", "Brokers", "Adjustments", "Enforcements", "Survival", "Withholdings", "Effective Dates", "Powers", "Solvency", "Arbitration", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "If any provision of this note is held to be illegal, invalid or\u00a0unenforceable under present or future laws, the legality, validity and enforceability of the\u00a0remaining provisions of this note shall not be affected thereby, and this note shall be liberally\u00a0construed so as to carry out the intent of the parties to it.", "references": ["Insurances", "Compliance With Laws", "Binding Effects", "Powers", "Interests", "Liens", "Adjustments", "Counterparts", "Publicity", "Indemnity", "Organizations", "Amendments", "No Waivers", "Financial Statements", "Submission To Jurisdiction", "Titles", "Authority", "Subsidiaries", "Jurisdictions", "Vacations", "No Conflicts", "General", "Payments", "Fees", "Approvals", "Capitalization", "Enforceability", "Non-Disparagement", "Change In Control", "Expenses", "Severability"], "gold": ["Severability"]}
+{"input": "If a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender\u2019s right to participate in decision-making rights related to the Obligations in respect of Required Lender and Supermajority Lender votes, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal. Notwithstanding anything else provided herein, any amendment, waiver determination, consent or notification under Section\u00a09.01 that would (i)\u00a0increase or extend the term of the Revolving Commitment of a Defaulting Lender, (ii)\u00a0reduce the principal amount of the Advances, the Term Loan or , the 2016 Term Loan or the 2018 FILO Loan made by such Defaulting Lender, (iii)\u00a0alter the terms and conditions of this sentence or (iv)\u00a0otherwise disproportionately affect a Defaulting Lender, will require the consent of such Defaulting Lender.", "references": ["Survival", "Taxes", "Books", "Qualifications", "Governing Laws", "Releases", "Indemnifications", "Definitions", "Compliance With Laws", "Expenses", "Authority", "Authorizations", "Tax Withholdings", "Disability", "Titles", "Jurisdictions", "Venues", "Terminations", "Arbitration", "Disclosures", "Confidentiality", "Effectiveness", "Vesting", "Representations", "Liens", "Entire Agreements", "Applicable Laws", "Modifications", "Severability", "Brokers", "Consents"], "gold": ["Consents"]}
+{"input": "All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding. The obligations of Borrower to indemnify Lender with respect to the expenses, damages, losses, costs and liabilities described in Section\u00a09.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Lender have run.", "references": ["Subsidiaries", "Withholdings", "Representations", "Binding Effects", "Sanctions", "Costs", "Non-Disparagement", "Brokers", "Entire Agreements", "Venues", "Terminations", "Enforceability", "Transactions With Affiliates", "Positions", "Sales", "Authority", "Integration", "Compliance With Laws", "Use Of Proceeds", "Consents", "General", "Closings", "Adjustments", "Effectiveness", "Waivers", "Warranties", "Confidentiality", "Defined Terms", "Interests", "Financial Statements", "Survival"], "gold": ["Survival"]}
+{"input": "You agree to cooperate with the Company beginning on the Promotion Date and thereafter (including following your termination of employment for any reason) by making yourself reasonably available to testify on behalf of the Company or any of its affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any affiliate as reasonably requested. The Company agrees to reimburse you for all expenses actually incurred in connection with your provision of testimony or assistance, and if you provide testimony or assistance after the one-year anniversary of your termination as an employee and Board member (or during the first year after your termination as an employee and Board member if no severance is being paid with respect to such time), $200 per hour for your time.", "references": ["No Conflicts", "Applicable Laws", "Fees", "Counterparts", "Effective Dates", "Headings", "Subsidiaries", "Erisa", "Participations", "Financial Statements", "Assigns", "Forfeitures", "Jurisdictions", "Use Of Proceeds", "Publicity", "Representations", "Amendments", "Successors", "Expenses", "Effectiveness", "Modifications", "Titles", "Benefits", "Non-Disparagement", "Authorizations", "Governing Laws", "Vesting", "Duties", "Interpretations", "Disability", "Litigations"], "gold": ["Litigations"]}
+{"input": "Unless otherwise provided in this Agreement in the Company\u2019s 2017 Equity Incentive Plan (the \u201c Plan \u201d) or in another agreement between the Recipient and the Company, the Restricted Shares shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Any fractional number of Restricted Shares resulting from the application of the vesting schedule shall be rounded down to the nearest whole number of Restricted Shares.", "references": ["Authority", "Waiver Of Jury Trials", "Solvency", "Specific Performance", "Expenses", "Consent To Jurisdiction", "Costs", "Records", "Effectiveness", "Use Of Proceeds", "Waivers", "Interests", "Duties", "Jurisdictions", "Modifications", "Adjustments", "Enforcements", "Successors", "Transactions With Affiliates", "Withholdings", "Titles", "Litigations", "Participations", "Consents", "Payments", "Tax Withholdings", "Compliance With Laws", "Indemnifications", "Headings", "Insurances", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and the Director and his or her heirs, beneficiaries, legatees and personal representatives, on the other hand.", "references": ["Litigations", "Headings", "Agreements", "Use Of Proceeds", "Subsidiaries", "Approvals", "No Conflicts", "Indemnifications", "Specific Performance", "Cooperation", "Construction", "Severability", "Publicity", "Amendments", "Anti-Corruption Laws", "Interpretations", "Vesting", "Existence", "Duties", "Sales", "Notices", "Sanctions", "Liens", "Authority", "Payments", "Taxes", "Applicable Laws", "Participations", "Powers", "Authorizations", "Successors"], "gold": ["Successors"]}
+{"input": "The Advisor hereby releases the Company and its directors and officers from all claims he may have arising from his service as an officer and director of the Company. The Company hereby releases the Advisor from all claims it may have arising from the Advisor\u2019s service as an officer and director of the Company. The Advisor shall continue to be entitled to all indemnification obligations of the Company, under its charter, bylaws or other agreements, as if he continued to be an officer and director of the Company.", "references": ["Expenses", "Death", "Assignments", "Closings", "Employment", "Brokers", "Existence", "Taxes", "Further Assurances", "Positions", "Non-Disparagement", "Financial Statements", "Withholdings", "Change In Control", "No Waivers", "Base Salary", "Consent To Jurisdiction", "Qualifications", "Authorizations", "Titles", "Successors", "Headings", "Vesting", "Interests", "Intellectual Property", "No Defaults", "Terminations", "Amendments", "Cooperation", "Forfeitures", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "As of the Effective Date, immediately after the consummation of the Transactions to occur on the Effective Date, the (a)\u00a0fair value of the assets of the Borrower and the Restricted Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b)\u00a0present fair saleable value of the property of the Borrower and the Restricted Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c)\u00a0Borrower and the Restricted Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d)\u00a0Borrower and the Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Effective Date. For purposes of this Section, the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.", "references": ["Qualifications", "Defined Terms", "Expenses", "Miscellaneous", "Jurisdictions", "Applicable Laws", "No Defaults", "Amendments", "Erisa", "Cooperation", "Agreements", "Terms", "Survival", "General", "Benefits", "Notices", "Records", "Enforcements", "Organizations", "Fees", "Indemnity", "Warranties", "Authorizations", "Representations", "Duties", "Counterparts", "Releases", "Waivers", "Titles", "Remedies", "Solvency"], "gold": ["Solvency"]}
+{"input": "Debtor hereby acknowledges and agrees that there are no defenses, counterclaims, offsets, cross-complaints, claims or demands of any kind or nature whatsoever to or against Lender or the terms and provisions of or the obligations of Debtor under the Loan Documents and the other agreements, instruments and documents evidencing, securing, governing, guaranteeing or pertaining thereto, and that Debtor has no right to seek affirmative relief or damages of any kind or nature from Lender.\u00a0\u00a0To the extent any such defenses, counterclaims, offsets, cross-complaints, claims, demands or rights exist, Debtor hereby waives, and hereby knowingly and voluntarily releases and forever discharges Lender and its predecessors, officers, directors, agents, attorneys, employees, successors and assigns, from all possible claims, demands, actions, causes of action, defenses, counterclaims, offsets, cross-complaints, damages, costs, expenses and liabilities whatsoever, whether known or unknown, such waiver and release being with full knowledge and understanding of the circumstances and effects of such waiver and release and after having consulted legal counsel with respect thereto.", "references": ["Expenses", "Liens", "Participations", "Closings", "Costs", "Tax Withholdings", "Consent To Jurisdiction", "Positions", "Duties", "Governing Laws", "Indemnity", "Interests", "Waivers", "No Defaults", "Integration", "Submission To Jurisdiction", "Transactions With Affiliates", "Existence", "Payments", "Arbitration", "Enforcements", "Erisa", "Death", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Counterparts", "Organizations", "Employment", "Authority", "Publicity", "Releases"], "gold": ["Releases"]}
+{"input": "For purposes of this Section, the term \u201cLender\u201d includes any Letter of Credit Issuer and the term \u201capplicable law\u201d includes FATCA.", "references": ["Jurisdictions", "Powers", "Venues", "Expenses", "Modifications", "Interests", "Waivers", "Brokers", "Definitions", "Submission To Jurisdiction", "Specific Performance", "Amendments", "Transactions With Affiliates", "No Defaults", "Approvals", "Capitalization", "Interpretations", "Positions", "Death", "Further Assurances", "Assigns", "Binding Effects", "Construction", "Participations", "Erisa", "Indemnity", "Effectiveness", "Counterparts", "Duties", "Litigations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Each Credit Party shall, and shall cause its Subsidiaries to, maintain in effect and enforce policies and procedures designed to promote and achieve compliance by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and Sanctions and shall conduct its business in compliance with applicable Anti-Corruption Laws and Sanctions.", "references": ["Authority", "Defined Terms", "Integration", "Severability", "Interests", "Terms", "Definitions", "Financial Statements", "Successors", "Taxes", "Costs", "Consent To Jurisdiction", "Miscellaneous", "Construction", "No Conflicts", "Organizations", "Duties", "Interpretations", "Warranties", "Titles", "Fees", "Modifications", "Headings", "Closings", "Survival", "Death", "Liens", "Consents", "Indemnifications", "Insurances", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "No provision of this Agreement may be modified, amended or waived unless such modification, amendment or waiver is agreed to in writing signed by the Executive and the Company. No waiver by any party hereto at any time of any breach by any other party hereto shall be deemed a waiver of similar or dissimilar provisions at the same or at any prior or subsequent time.", "references": ["Effectiveness", "Forfeitures", "Headings", "Costs", "Financial Statements", "Solvency", "General", "Participations", "Assignments", "Transactions With Affiliates", "No Defaults", "Publicity", "Remedies", "Approvals", "Miscellaneous", "Anti-Corruption Laws", "Venues", "Integration", "Qualifications", "Effective Dates", "Erisa", "Organizations", "Consent To Jurisdiction", "Disclosures", "Expenses", "Amendments", "Interpretations", "Submission To Jurisdiction", "Liens", "Entire Agreements", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto, except as set forth in Section 8 hereof. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under Section 12 or 14 of the Plan.", "references": ["Enforceability", "Confidentiality", "Compliance With Laws", "Erisa", "Subsidiaries", "Adjustments", "Assignments", "Non-Disparagement", "Fees", "Further Assurances", "Expenses", "Remedies", "Effective Dates", "Amendments", "Organizations", "Death", "Applicable Laws", "Books", "Capitalization", "Headings", "Survival", "Vesting", "Employment", "Warranties", "No Conflicts", "Withholdings", "Transactions With Affiliates", "Participations", "Arbitration", "Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated (whether based on contract, tort or any other theory). Each party hereto (A) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section.", "references": ["Capitalization", "Qualifications", "Successors", "Consent To Jurisdiction", "Death", "Base Salary", "Compliance With Laws", "Indemnity", "Releases", "Defined Terms", "Records", "Vacations", "Use Of Proceeds", "Sales", "Remedies", "Brokers", "Definitions", "Payments", "Further Assurances", "Authority", "Change In Control", "Solvency", "Representations", "Anti-Corruption Laws", "No Defaults", "Notices", "Taxes", "Indemnifications", "Participations", "Applicable Laws", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Facility Termination Notice and Facility Limit Reduction Notice shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Managing Agents not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Managing Agents after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each Facility Termination Notice or Facility Limit Reduction Notice shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Facility Limit.", "references": ["Definitions", "Effectiveness", "Releases", "Duties", "Expenses", "Waiver Of Jury Trials", "Liens", "Intellectual Property", "Enforceability", "Further Assurances", "Death", "Agreements", "Counterparts", "Organizations", "Miscellaneous", "Transactions With Affiliates", "Costs", "Indemnity", "Binding Effects", "Assigns", "Fees", "Brokers", "Defined Terms", "Warranties", "Entire Agreements", "Disclosures", "Capitalization", "Governing Laws", "Applicable Laws", "Consents", "Notices"], "gold": ["Notices"]}
+{"input": "Borrower will use the proceeds of the Advances to finance Borrower\u2019s or its Subsidiaries\u2019 acquisition or development of Projects, for debt repayment or for general corporate working capital purposes. Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances (i)\u00a0to purchase or carry any \u201cmargin stock\u201d (as defined in Regulation U) if such usage could constitute a violation of Regulation U by any Lender, (ii)\u00a0to fund any purchase of, or offer for, any Capital Stock of any Person, unless such Person has consented to such offer prior to any public announcements relating thereto, or (iii)\u00a0to make any Entity Acquisition other than a Permitted Acquisition.", "references": ["Compliance With Laws", "Integration", "Non-Disparagement", "Intellectual Property", "Vesting", "Anti-Corruption Laws", "Adjustments", "Warranties", "Taxes", "Cooperation", "Terminations", "No Conflicts", "Remedies", "Amendments", "Counterparts", "Withholdings", "Effective Dates", "Subsidiaries", "Powers", "Interpretations", "Tax Withholdings", "Death", "Disclosures", "Representations", "Solvency", "General", "Existence", "Indemnifications", "Closings", "Specific Performance", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Unless otherwise specified in the Special Provisions, delivery months begin at 7:00 a.m. on the first day of the calendar month and end at 7:00 a.m. on the first day of the following calendar month.", "references": ["Venues", "Effectiveness", "Vacations", "Capitalization", "Integration", "Brokers", "General", "Jurisdictions", "Change In Control", "Compliance With Laws", "Existence", "Payments", "Subsidiaries", "Representations", "Forfeitures", "Survival", "Tax Withholdings", "Indemnity", "Insurances", "No Conflicts", "Duties", "Amendments", "Further Assurances", "Transactions With Affiliates", "Submission To Jurisdiction", "Enforcements", "Effective Dates", "Enforceability", "Definitions", "Specific Performance", "Terms"], "gold": ["Terms"]}
+{"input": "If the Grantee's service with the Company or an Affiliate terminates for any reason at any time before all of his or her Restricted Stock has vested, the Grantee's unvested Restricted Stock shall be automatically forfeited upon such termination of service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.", "references": ["Miscellaneous", "Venues", "Notices", "Vacations", "Intellectual Property", "Counterparts", "Capitalization", "Amendments", "Non-Disparagement", "Powers", "Modifications", "General", "Insurances", "Participations", "Effective Dates", "Disability", "Interests", "Enforceability", "Solvency", "Brokers", "Successors", "Payments", "Subsidiaries", "Disclosures", "Releases", "Taxes", "Construction", "Effectiveness", "Integration", "Assigns", "Terminations"], "gold": ["Terminations"]}
+{"input": "This TRA and any amendments may be executed simultaneously in two or more counterparts and delivered via facsimile or .pdf, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.", "references": ["Solvency", "Powers", "Costs", "Modifications", "Qualifications", "Notices", "Vacations", "Adjustments", "Interpretations", "Jurisdictions", "Use Of Proceeds", "Expenses", "Benefits", "Consent To Jurisdiction", "Financial Statements", "Warranties", "Disability", "Effectiveness", "Terms", "Erisa", "Duties", "Transactions With Affiliates", "Terminations", "Integration", "Insurances", "Positions", "Severability", "Capitalization", "Death", "Governing Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and BNN and MICT will have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, BNN and MICT shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.", "references": ["Authorizations", "Enforceability", "Closings", "Powers", "Waiver Of Jury Trials", "Construction", "Expenses", "Solvency", "Headings", "Approvals", "Survival", "Change In Control", "Terms", "Indemnity", "Subsidiaries", "Disclosures", "Base Salary", "Interpretations", "General", "Vacations", "Effective Dates", "Representations", "Litigations", "Governing Laws", "Employment", "Benefits", "Releases", "Taxes", "Venues", "Miscellaneous", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein, or, if not defined therein, in the Indenture (as defined in the Agreement).", "references": ["Anti-Corruption Laws", "Existence", "Interests", "Brokers", "Enforcements", "Intellectual Property", "Waivers", "No Conflicts", "Publicity", "Adjustments", "Insurances", "Consents", "Indemnifications", "Employment", "Organizations", "Subsidiaries", "Qualifications", "Forfeitures", "General", "Notices", "Severability", "Liens", "Sanctions", "Waiver Of Jury Trials", "Participations", "Vacations", "Costs", "Authority", "Positions", "Terms", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The term of the Partnership began on the date the Certificate of Limited Partnership of the Partnership became effective, and the Partnership shall have perpetual existence unless sooner dissolved as provided in Article X .", "references": ["Interpretations", "Survival", "Enforcements", "Publicity", "Closings", "Positions", "Change In Control", "Costs", "Defined Terms", "Notices", "Employment", "Indemnity", "Consent To Jurisdiction", "Confidentiality", "Representations", "Duties", "Agreements", "Integration", "Construction", "Tax Withholdings", "General", "Counterparts", "Amendments", "Assigns", "Solvency", "Sales", "Jurisdictions", "Definitions", "Compliance With Laws", "Indemnifications", "Terms"], "gold": ["Terms"]}
+{"input": "Buyer\u2019s rights under this Agreement, the assets it shall use to acquire the Property and, upon its acquisition by Buyer, the Property itself, do not and shall not constitute plan assets within the meaning of 29\u00a0C.F.R. \u00a72510.3-101, and Buyer is not a \u201cgovernmental plan\u201d within the meaning of section 3(32) of the Employee Retirement Income Security Act of 1974, as amended, and the execution of this Agreement and the purchase of the Property by Buyer is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans.", "references": ["Tax Withholdings", "Confidentiality", "Waiver Of Jury Trials", "Definitions", "Counterparts", "Costs", "Enforceability", "Change In Control", "Liens", "Financial Statements", "Vacations", "Integration", "Indemnity", "Duties", "Indemnifications", "Approvals", "Defined Terms", "Agreements", "Adjustments", "Forfeitures", "Subsidiaries", "Use Of Proceeds", "Intellectual Property", "Litigations", "Expenses", "Existence", "Organizations", "Interpretations", "Notices", "Titles", "Erisa"], "gold": ["Erisa"]}
+{"input": "(i)\u00a0Seller is duly authorized to execute and deliver the Transaction Documents to which it is a party, to enter into the Transactions contemplated hereunder and to perform its obligations under the Transaction Documents, and has taken all necessary action to authorize such execution, delivery and performance, and (ii)\u00a0each person signing any Transaction Document on its behalf is duly authorized to do so on its behalf.", "references": ["Qualifications", "Assigns", "Payments", "Miscellaneous", "Sanctions", "Liens", "Solvency", "Financial Statements", "Powers", "Effective Dates", "Enforcements", "Interpretations", "Headings", "Transactions With Affiliates", "Effectiveness", "Enforceability", "Successors", "Representations", "No Conflicts", "Disability", "Cooperation", "Anti-Corruption Laws", "Benefits", "Books", "Integration", "Jurisdictions", "Death", "Venues", "Records", "Amendments", "Authority"], "gold": ["Authority"]}
+{"input": "Dividend Equivalent Accounts shall be subject to such terms and conditions as the Committee shall determine and as shall be set forth in the applicable Award Agreement. Such terms and conditions may include, without limitation, for the Participant\u2019s Account to be credited as of the record date of each cash dividend on the Common Stock with an amount equal to the cash dividends which would be paid with respect to the number of shares of Common Stock then covered by the related Award if such shares of Common Stock had been owned of record by the Participant on such record date.", "references": ["Capitalization", "Costs", "Severability", "Solvency", "Forfeitures", "Applicable Laws", "Disclosures", "Financial Statements", "Sales", "Brokers", "Existence", "Positions", "Employment", "Remedies", "Death", "Tax Withholdings", "Entire Agreements", "Effective Dates", "Approvals", "Amendments", "Specific Performance", "Headings", "Releases", "Counterparts", "Books", "Agreements", "Indemnifications", "Cooperation", "Use Of Proceeds", "Indemnity", "Terms"], "gold": ["Terms"]}
+{"input": "For so long as the Silver Lake Group collectively Beneficially Owns any Notes, the Company shall not make any amendment or supplement to, or consent to a waiver of any provision of, the Indenture or the Securities (as defined in the Indenture) of a type to which the first or second sentence of Section\u00a09.02 of the Indenture applies, without the written consent of the holders of a majority in aggregate principal amount of the outstanding Notes (including, for the avoidance of doubt, Notes Beneficially Owned by the Silver Lake Group).\u00a0 The Company shall keep the Purchaser reasonably informed with respect to the Transactions.", "references": ["Costs", "Participations", "Organizations", "Existence", "Construction", "Confidentiality", "Defined Terms", "Expenses", "Survival", "Taxes", "Payments", "Litigations", "Remedies", "Approvals", "Terminations", "Transactions With Affiliates", "Binding Effects", "Brokers", "Effectiveness", "Non-Disparagement", "Compliance With Laws", "Severability", "Sanctions", "Death", "Subsidiaries", "Representations", "No Defaults", "Financial Statements", "Adjustments", "Fees", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The Restricted Stock Units granted by the Company hereunder shall vest in three (3) installments in accordance with the following schedule: (a) one third (1/3) shall vest on the first anniversary of grant date, (b) one third (1/3) shall vest on the second anniversary of grant date, and (c) the remaining one third (1/3) shall vest on the third anniversary of grant date (each such date, an \u201c RSU Vesting Date \u201d), in each case, subject to the Grantee\u2019s continued employment through the applicable RSU Vesting Date.", "references": ["Enforcements", "Severability", "Assignments", "Survival", "Tax Withholdings", "Sanctions", "Employment", "Releases", "Existence", "Benefits", "Interests", "Consent To Jurisdiction", "Change In Control", "Indemnity", "Effective Dates", "Publicity", "Taxes", "No Defaults", "Jurisdictions", "Litigations", "Titles", "Binding Effects", "Vacations", "Counterparts", "No Conflicts", "Modifications", "Remedies", "Erisa", "Withholdings", "Representations", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.", "references": ["No Waivers", "Change In Control", "Survival", "Headings", "Withholdings", "Binding Effects", "Sanctions", "Assignments", "Effective Dates", "Organizations", "Qualifications", "Terms", "Assigns", "Powers", "Liens", "Litigations", "Indemnifications", "Base Salary", "Warranties", "Transactions With Affiliates", "Consent To Jurisdiction", "Notices", "Insurances", "Anti-Corruption Laws", "Disability", "Definitions", "Vesting", "Applicable Laws", "Forfeitures", "Counterparts", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any term, provision, or paragraph of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, that determination is to be limited to the narrowest possible scope to preserve the enforceability of the remaining portions of the term, provision, or paragraph, and that determination does not affect all remaining terms, provisions, and paragraphs of the Agreement, which are to continue to be given full force and effect.", "references": ["Payments", "Sanctions", "Construction", "Remedies", "Tax Withholdings", "Jurisdictions", "Interests", "Authority", "Assignments", "Cooperation", "Definitions", "Governing Laws", "Change In Control", "Further Assurances", "Costs", "Miscellaneous", "Withholdings", "Powers", "Enforcements", "Assigns", "Organizations", "Disclosures", "Litigations", "Non-Disparagement", "Records", "Arbitration", "Use Of Proceeds", "Confidentiality", "Venues", "Terminations", "Severability"], "gold": ["Severability"]}
+{"input": "The Company shall promptly reimburse a Non-Employee Director for his or her reasonable expenses reasonably incurred in connection with his or her service to the Board and the Company, subject to the Company\u2019s reimbursement policy and the submission of written receipts or other valid documentation.", "references": ["Change In Control", "Further Assurances", "Use Of Proceeds", "Waiver Of Jury Trials", "Withholdings", "Approvals", "Governing Laws", "Vacations", "Effectiveness", "Modifications", "No Defaults", "General", "Intellectual Property", "Existence", "Base Salary", "Enforceability", "Specific Performance", "Counterparts", "Amendments", "Closings", "Capitalization", "Severability", "Successors", "Warranties", "Employment", "Cooperation", "Fees", "No Conflicts", "Confidentiality", "Notices", "Expenses"], "gold": ["Expenses"]}
+{"input": "In the event that insurance proceeds are paid to the indemnified party respecting an event to which an indemnification right applies hereunder, such indemnification right shall apply only to the extent that the amount of loss, claim, or other liabilities, etc. indemnified against exceeds such insurance proceeds actually paid to the indemnified Party; provided however, that: (a) this Section shall not apply to the extent it conflicts with, is prohibited by, or would invalidate, any such insurance policy; and (b) collection of such insurance proceeds shall not be a condition precedent to asserting or collecting such indemnification.", "references": ["Counterparts", "Costs", "Releases", "Duties", "Indemnifications", "Closings", "Qualifications", "Authorizations", "Use Of Proceeds", "Brokers", "Integration", "Applicable Laws", "Modifications", "Agreements", "Confidentiality", "Construction", "Amendments", "Interests", "Effective Dates", "Severability", "Benefits", "Withholdings", "Vacations", "Forfeitures", "Change In Control", "Binding Effects", "General", "Submission To Jurisdiction", "Survival", "Taxes", "Insurances"], "gold": ["Insurances"]}
+{"input": "If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be construed in favor of the Assignee in order to carry out the intentions of the parties hereto as nearly as may be possible; and (ii) the invalidity and unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.", "references": ["Definitions", "Amendments", "Withholdings", "Terminations", "Remedies", "Defined Terms", "Erisa", "Change In Control", "Financial Statements", "Adjustments", "Assignments", "Solvency", "Titles", "Construction", "Taxes", "Subsidiaries", "Enforcements", "Sanctions", "Cooperation", "Books", "Publicity", "Headings", "Entire Agreements", "Submission To Jurisdiction", "Survival", "Indemnity", "Sales", "Further Assurances", "Venues", "Governing Laws", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement and the other documents referenced herein represent the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing Law rather than voided, if possible, in order to achieve the intent of the Parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the Parties.", "references": ["Venues", "Anti-Corruption Laws", "Subsidiaries", "Submission To Jurisdiction", "Defined Terms", "Liens", "Arbitration", "Insurances", "Remedies", "Adjustments", "Disclosures", "Interpretations", "No Defaults", "Indemnity", "Severability", "Positions", "Effectiveness", "Use Of Proceeds", "Integration", "Binding Effects", "Consent To Jurisdiction", "Representations", "Indemnifications", "Powers", "Titles", "Publicity", "Benefits", "Modifications", "Solvency", "Enforceability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any of the rights, powers, preferences or other terms of the holders of Series A Preferred Stock set forth herein may be waived on behalf of all holders of the Series A Preferred Stock by the affirmative written consent or vote of the holders of at least 50% of the shares of Series A Preferred Stock then-outstanding.", "references": ["Submission To Jurisdiction", "Interests", "Publicity", "Headings", "Venues", "Capitalization", "Defined Terms", "Vacations", "Employment", "Remedies", "Specific Performance", "Applicable Laws", "Terminations", "Positions", "Use Of Proceeds", "Effectiveness", "Arbitration", "Cooperation", "Enforceability", "Books", "Interpretations", "Sanctions", "Disclosures", "Expenses", "Counterparts", "Effective Dates", "No Defaults", "Vesting", "Compliance With Laws", "Severability", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each Party and delivered to the other Party.", "references": ["Existence", "Brokers", "Arbitration", "No Conflicts", "Integration", "Benefits", "No Waivers", "Death", "Headings", "Waivers", "Positions", "Venues", "Forfeitures", "Cooperation", "No Defaults", "Terms", "Approvals", "Enforcements", "Powers", "Organizations", "Authority", "Liens", "Titles", "Consents", "Enforceability", "Tax Withholdings", "Representations", "Warranties", "Litigations", "Employment", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.", "references": ["Specific Performance", "Arbitration", "Brokers", "Base Salary", "Benefits", "Modifications", "Solvency", "Taxes", "Entire Agreements", "Withholdings", "Transactions With Affiliates", "Interests", "Counterparts", "Waivers", "Waiver Of Jury Trials", "Subsidiaries", "Releases", "Expenses", "Qualifications", "No Defaults", "No Conflicts", "Sanctions", "Existence", "Publicity", "Costs", "Effectiveness", "Tax Withholdings", "Definitions", "Terminations", "Records", "Severability"], "gold": ["Severability"]}
+{"input": "The Company maintains insurance underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the Company reasonably believes is adequate and customary for businesses similar to the businesses in which the Company and its subsidiaries are engaged and of comparable size, including directors\u2019 and officers\u2019 liability insurance and insurance covering all real and personal property owned or leased by the Company or any of its subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, with such deductibles as are customary for companies in the same or similar business, all of which insurance is in full force and effect. The Company has not been refused any insurance coverage sought or applied for, and to the Knowledge of the Company, it will be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at a cost that would not have a Material Adverse Effect.", "references": ["Construction", "Waiver Of Jury Trials", "Effectiveness", "Anti-Corruption Laws", "Confidentiality", "Amendments", "Sanctions", "Indemnity", "Governing Laws", "Forfeitures", "Disability", "Entire Agreements", "Consent To Jurisdiction", "Survival", "No Defaults", "Litigations", "Adjustments", "Effective Dates", "Liens", "Positions", "Records", "Definitions", "Remedies", "Organizations", "Titles", "Cooperation", "Binding Effects", "Assignments", "Use Of Proceeds", "Interpretations", "Insurances"], "gold": ["Insurances"]}
+{"input": "Upon Executive's Date of Termination (whether initiated by Pier 1 Imports or Executive) potentially entitling Executive to Severance Benefits, Executive will be provided with a binding general release and waiver of claims (\u201cGeneral Release and Waiver\u201d) in a form substantially similar to the General Release and Waiver attached hereto as Exhibit \u201cA\u201d and made a part hereof.\u00a0 If the General Release and Waiver is not signed within the time specified in the General Release and Waiver or is signed but subsequently revoked, Executive will not continue to receive any Severance Benefits otherwise payable under subsection 1(a) above. Further, Executive shall be obligated to reimburse Pier 1 Imports for any portion of (i) the Salary Continuation paid during the Salary Continuation Period under subsection (1)(a)(i) herein and (ii) the cost of other Severance Benefits received by Executive during the Salary Continuation Period.", "references": ["Change In Control", "Organizations", "Brokers", "Amendments", "Payments", "Qualifications", "Defined Terms", "Representations", "Releases", "Compliance With Laws", "Liens", "Confidentiality", "Litigations", "Erisa", "Assigns", "Entire Agreements", "Existence", "Expenses", "Governing Laws", "Vacations", "Jurisdictions", "Modifications", "No Conflicts", "Powers", "Arbitration", "Costs", "Remedies", "Enforcements", "Waiver Of Jury Trials", "Cooperation", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by electronic signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.", "references": ["Benefits", "Erisa", "Disability", "Withholdings", "Sanctions", "Subsidiaries", "Headings", "Capitalization", "Insurances", "Participations", "Forfeitures", "Governing Laws", "Vesting", "Books", "Representations", "Brokers", "Venues", "Entire Agreements", "Survival", "Solvency", "Waivers", "No Waivers", "Authorizations", "Disclosures", "Notices", "Anti-Corruption Laws", "Terminations", "Submission To Jurisdiction", "Agreements", "Specific Performance", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, (a) the parties agree that such provision(s) will be enforced to the maximum extent permissible under the applicable law, and (b) any invalidity, illegality or unenforceability of a particular provision will not affect any other provision of this Agreement.", "references": ["Assigns", "Miscellaneous", "Records", "Modifications", "Tax Withholdings", "Use Of Proceeds", "Effective Dates", "Adjustments", "Jurisdictions", "Defined Terms", "Powers", "Waivers", "Positions", "Duties", "Entire Agreements", "Expenses", "Releases", "Definitions", "Withholdings", "Authorizations", "Confidentiality", "Change In Control", "Specific Performance", "Consent To Jurisdiction", "Enforcements", "Disability", "Litigations", "Notices", "Integration", "Death", "Severability"], "gold": ["Severability"]}
+{"input": "Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed, or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications, and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section\u00a010.08 will be deemed to constitute a waiver of, or eliminate, limit, reduce, or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any Default or Event of Default that exists under clause\u00a0(o) of Article\u00a07 as a result of any such notice of termination.", "references": ["No Waivers", "Interpretations", "Applicable Laws", "Positions", "Capitalization", "Qualifications", "Confidentiality", "Costs", "Cooperation", "Arbitration", "Records", "No Defaults", "Definitions", "Interests", "Warranties", "Submission To Jurisdiction", "Existence", "Powers", "Erisa", "Use Of Proceeds", "Enforcements", "Amendments", "Agreements", "Payments", "Expenses", "Notices", "Employment", "Approvals", "Sales", "Effective Dates", "Terminations"], "gold": ["Terminations"]}
+{"input": "Subject to the terms and conditions set forth herein, the Borrowers may request the issuance of Letters of Credit denominated in Dollars, in each case for the account of any Borrower, by delivering an LC Application, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any LC Application or other agreement submitted by Borrowers to, or entered into by any Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Letters of Credit shall constitute utilization of the Commitments.", "references": ["Qualifications", "No Defaults", "Effective Dates", "Defined Terms", "Subsidiaries", "Terminations", "Payments", "Change In Control", "Assignments", "Effectiveness", "Counterparts", "Use Of Proceeds", "No Waivers", "Transactions With Affiliates", "Existence", "Severability", "Adjustments", "Successors", "Financial Statements", "Representations", "Base Salary", "Sales", "Capitalization", "Expenses", "Confidentiality", "Solvency", "Further Assurances", "Releases", "Titles", "Interests", "General"], "gold": ["General"]}
+{"input": "If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.", "references": ["Transactions With Affiliates", "Employment", "Organizations", "Anti-Corruption Laws", "Terms", "Representations", "Records", "Participations", "Financial Statements", "Subsidiaries", "Successors", "Entire Agreements", "Miscellaneous", "Taxes", "Assignments", "Vesting", "Enforceability", "Specific Performance", "Sales", "Defined Terms", "Agreements", "Benefits", "Use Of Proceeds", "No Waivers", "Litigations", "Confidentiality", "Integration", "Governing Laws", "Books", "Further Assurances", "Severability"], "gold": ["Severability"]}
+{"input": "Any and all notices or other c ommunications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsi mile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communicatio n is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the se cond (2 nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.\u00a0\u00a0The address for such notices and communications shal l be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains material, non-public information regarding the Company or any of the Subsidiaries, the Company sh all simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.", "references": ["Counterparts", "Confidentiality", "Interpretations", "Employment", "Assignments", "Cooperation", "Releases", "Modifications", "Enforceability", "Approvals", "Severability", "Specific Performance", "Representations", "Applicable Laws", "Enforcements", "Base Salary", "Compliance With Laws", "Warranties", "Financial Statements", "Definitions", "Positions", "Assigns", "Death", "Sales", "Closings", "Indemnity", "Jurisdictions", "Remedies", "Withholdings", "Vesting", "Notices"], "gold": ["Notices"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for, the primary benefit of an individual natural Person or group of related individual natural Persons, a Defaulting Lender or Borrower or any of Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0Borrower, Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a010.04(c) without regard to the existence of any participation.", "references": ["Intellectual Property", "Change In Control", "Governing Laws", "Powers", "Adjustments", "Venues", "Agreements", "Costs", "Capitalization", "Specific Performance", "Compliance With Laws", "Anti-Corruption Laws", "Confidentiality", "Interests", "Sanctions", "Effectiveness", "Construction", "Tax Withholdings", "Authority", "Employment", "Cooperation", "Insurances", "Enforcements", "Sales", "Benefits", "Applicable Laws", "Headings", "Disability", "Entire Agreements", "Terminations", "Participations"], "gold": ["Participations"]}
+{"input": "Executive agrees that his breach of any of the provisions of Section\u00a05 above will cause irreparable damage to the Bank and that the recovery by the Bank of money damages will not alone constitute an adequate remedy for such breach. Accordingly, Executive agrees that such provisions may be specifically enforced against him, in addition to any other rights or remedies available to the Bank on account of any such breach, and Executive hereby waives the defense in any equitable proceeding that there is an adequate remedy at law for any such breach and agrees that injunctive or other equitable relief will not constitute any hardship upon Executive.", "references": ["No Conflicts", "Taxes", "Vesting", "Positions", "Amendments", "Definitions", "General", "Financial Statements", "Erisa", "Assignments", "Further Assurances", "No Defaults", "Governing Laws", "Expenses", "Consent To Jurisdiction", "Duties", "Solvency", "Forfeitures", "Sanctions", "Defined Terms", "Interpretations", "Adjustments", "Liens", "Authority", "Effectiveness", "Tax Withholdings", "Enforcements", "Employment", "Qualifications", "Publicity", "Remedies"], "gold": ["Remedies"]}
+{"input": "All fees and all other reasonable fees and documented out-of-pocket costs and expenses (including, without limitation, the reasonable legal fees and expenses of White & Case LLP and other local counsel to the Administrative Agent) and other compensation due and payable on or prior to the Borrowing Date, in each case, payable to the Administrative Agent, the Security Agent, the Lead Arrangers and the Lenders in respect of the transactions contemplated by this Agreement to the extent reasonably invoiced at least two (2) Business Days prior to the Borrowing Date.", "references": ["Effectiveness", "Disability", "Notices", "Intellectual Property", "Cooperation", "Construction", "Capitalization", "Records", "Arbitration", "Vacations", "Employment", "Warranties", "Indemnifications", "Insurances", "Use Of Proceeds", "Disclosures", "Sanctions", "Publicity", "Transactions With Affiliates", "Subsidiaries", "Powers", "Agreements", "Terms", "Sales", "Consents", "Integration", "Interpretations", "Death", "General", "Non-Disparagement", "Fees"], "gold": ["Fees"]}
+{"input": "This Seventh Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Seventh Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Intellectual Property", "Entire Agreements", "Tax Withholdings", "Remedies", "No Conflicts", "Consent To Jurisdiction", "Erisa", "Severability", "Miscellaneous", "Records", "Subsidiaries", "Powers", "Transactions With Affiliates", "Consents", "Use Of Proceeds", "Expenses", "Liens", "Litigations", "Binding Effects", "Releases", "General", "Sanctions", "Effective Dates", "Taxes", "Submission To Jurisdiction", "Agreements", "Effectiveness", "Publicity", "Indemnity", "Capitalization", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which, when executed and sent to the other Party, shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Interpretations", "Headings", "Consents", "Effective Dates", "Assigns", "Successors", "Fees", "Titles", "Interests", "Transactions With Affiliates", "Warranties", "No Conflicts", "Capitalization", "Expenses", "Consent To Jurisdiction", "Liens", "Records", "Entire Agreements", "Sanctions", "Anti-Corruption Laws", "Terms", "Payments", "Intellectual Property", "Authority", "No Waivers", "Indemnifications", "Change In Control", "Definitions", "Assignments", "Costs", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.", "references": ["Closings", "Costs", "Employment", "Authorizations", "Participations", "Powers", "Adjustments", "Effectiveness", "Jurisdictions", "Brokers", "Headings", "Notices", "Submission To Jurisdiction", "Organizations", "Anti-Corruption Laws", "Confidentiality", "Subsidiaries", "Publicity", "Intellectual Property", "Fees", "Defined Terms", "Cooperation", "Disclosures", "Consent To Jurisdiction", "Approvals", "Severability", "Assignments", "Tax Withholdings", "Qualifications", "Applicable Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH\u00a0WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.", "references": ["Authorizations", "Forfeitures", "Interpretations", "Integration", "Terms", "Compliance With Laws", "Sales", "Base Salary", "Remedies", "Cooperation", "Anti-Corruption Laws", "Jurisdictions", "Defined Terms", "Organizations", "Specific Performance", "Vesting", "Authority", "Solvency", "Duties", "Enforcements", "Publicity", "Binding Effects", "Modifications", "Definitions", "Employment", "Successors", "Governing Laws", "Existence", "Enforceability", "Death", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Party shall: (a)\u00a0use Commercially Reasonable Efforts to make its employees, agents and consultants reasonably available to the other Party (or to the other Party\u2019s authorized attorneys, agents or representatives), to the extent reasonably necessary to enable such other Party to undertake patent prosecution in accordance with this Agreement; and (b)\u00a0provide the other Party with copies of all material correspondence pertaining to prosecution with the patent offices wherever applicable to Patent Rights licensed to such other Party in such other Party\u2019s Territory under this Agreement.", "references": ["Venues", "Transactions With Affiliates", "Solvency", "Benefits", "Anti-Corruption Laws", "Construction", "No Defaults", "Integration", "Agreements", "Titles", "Further Assurances", "Fees", "No Waivers", "Vesting", "Change In Control", "Indemnity", "Liens", "Disability", "Intellectual Property", "Employment", "Terms", "Interpretations", "Organizations", "Duties", "Costs", "Specific Performance", "Expenses", "Capitalization", "Erisa", "Severability", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The Plan shall continue in effect on and after the Effective Date until December 31, 2027 unless earlier terminated by the Board. No Awards shall be made under the Plan after the termination of the Plan.", "references": ["Subsidiaries", "Sanctions", "Jurisdictions", "Definitions", "Effective Dates", "Interpretations", "Employment", "Interests", "Entire Agreements", "Intellectual Property", "Qualifications", "No Waivers", "Sales", "Duties", "Withholdings", "Representations", "Costs", "Confidentiality", "Disclosures", "Adjustments", "Effectiveness", "Further Assurances", "Erisa", "Liens", "Counterparts", "Capitalization", "Modifications", "Change In Control", "Approvals", "Specific Performance", "Terminations"], "gold": ["Terminations"]}
+{"input": "All communications and notices hereunder shall be in writing and given as provided in Section\u00a011.02 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to the Company at its address specified in Schedule 11.02 of the Credit Agreement.", "references": ["Terminations", "Forfeitures", "Non-Disparagement", "Further Assurances", "General", "Counterparts", "Waiver Of Jury Trials", "Sanctions", "Assigns", "Amendments", "No Conflicts", "Modifications", "Submission To Jurisdiction", "Governing Laws", "Duties", "Venues", "Records", "Approvals", "Cooperation", "Authority", "Confidentiality", "Entire Agreements", "Applicable Laws", "Death", "Insurances", "Enforceability", "Erisa", "Intellectual Property", "Vesting", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "The Parties agree that any initial public announcement of the execution of this Agreement will be in the form of a mutual press release to be agreed upon by the Parties; provided, that the Parties will also agree on the timing of such public announcement. After such press release is published, each Party will be entitled to make or publish any public statement consistent with the contents thereof. Except as set forth in the preceding sentence, no press release, announcement, publicity or other form of public written disclosure related to this Agreement will be permitted by either Party unless the other Party has indicated its consent to the form of the release in writing. This Section 21 will not apply to any disclosure that is deemed necessary, in the reasonable judgment of the responsible Party, to comply with Applicable Laws or any securities exchange listing requirements.", "references": ["Costs", "Authority", "Adjustments", "Fees", "Releases", "Death", "Waivers", "Vesting", "Survival", "Governing Laws", "Cooperation", "Terms", "Subsidiaries", "Duties", "Intellectual Property", "Transactions With Affiliates", "Tax Withholdings", "Submission To Jurisdiction", "Existence", "Defined Terms", "Enforcements", "Capitalization", "Forfeitures", "Erisa", "Remedies", "Positions", "Solvency", "Entire Agreements", "Use Of Proceeds", "Consent To Jurisdiction", "Publicity"], "gold": ["Publicity"]}
+{"input": "Each of the Loan Parties has the requisite corporate power and authority to execute and deliver this Amendment 1 and any other Loan Documents delivered in connection therewith, and to perform its obligations hereunder and under such Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery and performance by each of the Loan Parties of this Amendment 1 and the other Loan Documents delivered in connection herewith have been duly approved by all necessary corporate or company action and no other corporate or company proceedings are necessary to consummate such transactions.", "references": ["Miscellaneous", "Venues", "Assignments", "Survival", "Powers", "Interpretations", "Employment", "Severability", "Taxes", "Waivers", "Authorizations", "Costs", "Arbitration", "Withholdings", "Successors", "Litigations", "Consent To Jurisdiction", "Existence", "Headings", "Death", "No Defaults", "Duties", "Definitions", "Consents", "Capitalization", "Applicable Laws", "Amendments", "Anti-Corruption Laws", "No Waivers", "Forfeitures", "Authority"], "gold": ["Authority"]}
+{"input": "In addition to all charges specified in this ARTICLE 3 , the Company Group shall pay or reimburse the Agent for all state or local, sales and use taxes, or amounts levied in lieu thereof, based on charges set forth in this ARTICLE 3 ; provided, however, the Company Group shall have no responsibility for taxes imposed on the Agent\u2019s net income by any taxing authority.", "references": ["Integration", "Effectiveness", "Notices", "Indemnity", "Litigations", "Benefits", "Liens", "Definitions", "Specific Performance", "Anti-Corruption Laws", "Fees", "Applicable Laws", "Vesting", "Representations", "Consents", "Withholdings", "Financial Statements", "Governing Laws", "Publicity", "Non-Disparagement", "Organizations", "Waivers", "Entire Agreements", "Authorizations", "Expenses", "Tax Withholdings", "Intellectual Property", "Compliance With Laws", "Brokers", "Binding Effects", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company shall have the right, and is hereby authorized, to withhold the amount of any applicable withholding taxes in respect of this Other Stock-Based Award.\u00a0 The Participant may satisfy such withholding (a) in cash or by check, (b) by having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to this Other Stock-Based Award a number of shares with a fair market value equal to such withholding liability or (c) by such other method as the Committee may permit in accordance with applicable law.", "references": ["Use Of Proceeds", "Organizations", "Terminations", "Closings", "Governing Laws", "Consent To Jurisdiction", "Modifications", "Anti-Corruption Laws", "Enforceability", "Construction", "Approvals", "Notices", "Integration", "Authority", "Survival", "Authorizations", "Capitalization", "Liens", "Sanctions", "Intellectual Property", "Erisa", "Expenses", "Entire Agreements", "Effective Dates", "Cooperation", "Publicity", "Taxes", "Change In Control", "Binding Effects", "Further Assurances", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Company shall pay the Executive a base salary at the annual rate of Six Hundred Thousand Dollars ($600,000), which shall be paid in accordance with the normal payroll practices of the Company and shall be subject to applicable withholdings and deductions. Thereafter, the Executive\u2019s base salary shall be subject to review and adjustment upward by the compensation committee (the \u201c Compensation Committee \u201d) of the Board of Directors on or about each anniversary of the Effective Date for each year during the Employment Term (as adjusted from time-to-time, the \u201c Base Salary \u201d).", "references": ["Submission To Jurisdiction", "Records", "Warranties", "Specific Performance", "Enforceability", "Intellectual Property", "Arbitration", "Employment", "Headings", "Brokers", "Modifications", "Existence", "Waiver Of Jury Trials", "Publicity", "Severability", "Jurisdictions", "Indemnifications", "Withholdings", "Construction", "Terms", "Expenses", "Financial Statements", "Solvency", "Interpretations", "Enforcements", "Duties", "Applicable Laws", "Titles", "Confidentiality", "Miscellaneous", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Agent and the Purchasers acknowledge that certain items of Collateral and information provided to Agent and the Purchasers by the Note Parties are confidential and proprietary information of the Note Parties, if and to the extent such information either (x) is marked as confidential by the Note Parties at the time of disclosure, or (y) should reasonably be understood to be confidential (the \u201c Confidential Information \u201d). Accordingly, Agent and the Purchasers agree that any Confidential Information it may obtain in the course of acquiring, administering, or perfecting Agent\u2019s security interest in the Collateral shall not be disclosed to any other Person or entity in any manner whatsoever, in whole or in part, without the prior written consent of the Note Parties, except that Agent and each Purchaser may disclose any such information: (a) to its own and to its Affiliates\u2019 limited partners, members, managers, directors, individuals or bodies responsible for governance of Agent or the Purchasers (including Agent\u2019s and Agent\u2019s Affiliates\u2019 investment committees and limited partner advisory committees), officers, employees, accountants, counsel and other professional advisors if Agent or the Purchasers in their sole discretion determines that any such party should have access to such information in connection with such party\u2019s responsibilities in connection with the Note or this Agreement and, provided that such recipient of such Confidential Information either (i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of Confidential Information; (b) if such information is generally available to the public; (c) if required or appropriate in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over Agent or the Purchasers; (d) if required or appropriate in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by Agent\u2019s or Purchasers\u2019 counsel; (e) to comply with any legal requirement or law applicable to Agent or the Purchasers; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Note Document, including Agent\u2019s sale, lease, or other disposition of Collateral after default; (g) to any Participant or assignee of Agent or the Purchasers or any prospective Participant or assignee; provided that such Participant or assignee or prospective Participant or assignee agrees in writing to be bound by this Section prior to disclosure; (h) to any investor or potential investor (or advisors or fiduciaries (including trustees) to such investor or potential investor) in connection with an investment or potential investment transaction in or with Agent or an Affiliate of Agent; or (i) otherwise with the prior consent of the Note Parties; provided that any disclosure made in violation of this Agreement shall not affect the obligations of the Note Parties or any of their respective Affiliates.", "references": ["Governing Laws", "Liens", "Disability", "Expenses", "Titles", "Integration", "Terminations", "Erisa", "Agreements", "Non-Disparagement", "Authority", "Benefits", "Modifications", "Adjustments", "Terms", "Records", "Effective Dates", "Anti-Corruption Laws", "Use Of Proceeds", "Withholdings", "Qualifications", "Disclosures", "Definitions", "Effectiveness", "Waiver Of Jury Trials", "Employment", "Amendments", "Organizations", "Transactions With Affiliates", "Notices", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "All written notices required by this Agreement shall be deemed given when delivered personally or sent by registered or certified mail, return receipt requested, to the parties at their addresses set forth on the signature page of this Agreement. Each party may, from time to time, designate a different address to which notices should be sent.", "references": ["Approvals", "Insurances", "Use Of Proceeds", "Benefits", "Miscellaneous", "Entire Agreements", "Survival", "No Defaults", "Vacations", "Transactions With Affiliates", "Withholdings", "Submission To Jurisdiction", "Interpretations", "Positions", "Financial Statements", "Non-Disparagement", "Agreements", "Publicity", "Litigations", "Effectiveness", "Interests", "Erisa", "Integration", "Specific Performance", "Remedies", "Brokers", "Indemnifications", "Disability", "Amendments", "Consents", "Notices"], "gold": ["Notices"]}
+{"input": "The Administrative Agent shall have received evidence that all board of director, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement and consummation of the transactions contemplated hereunder have been obtained.", "references": ["Warranties", "Erisa", "Binding Effects", "Tax Withholdings", "Insurances", "Disability", "Applicable Laws", "Publicity", "Survival", "Disclosures", "Specific Performance", "Severability", "Change In Control", "Amendments", "Sanctions", "Enforceability", "Titles", "Definitions", "Modifications", "Assignments", "Closings", "Arbitration", "Books", "Waiver Of Jury Trials", "Solvency", "Counterparts", "Payments", "Compliance With Laws", "Anti-Corruption Laws", "Costs", "Consents"], "gold": ["Consents"]}
+{"input": "During the Term, Executive shall be employed by the Company as Vice President, Corporate Business Development and Legal Affairs of the Company, and, as such, Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors (the \u201c Board \u201d) of the Company. Executive shall report to the Chief Executive Officer (the \u201c CEO \u201d) of the Company. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive\u2019s employment duties. Executive shall comply with the policies, standards, and regulations established from time to time by the Company.", "references": ["Fees", "No Waivers", "Positions", "Terms", "Severability", "Insurances", "Liens", "Vesting", "Terminations", "Waiver Of Jury Trials", "Amendments", "Disability", "Governing Laws", "Sales", "Enforcements", "Payments", "Solvency", "Applicable Laws", "Indemnifications", "Remedies", "Compliance With Laws", "Submission To Jurisdiction", "Venues", "Use Of Proceeds", "Existence", "Interests", "No Defaults", "Jurisdictions", "Participations", "Erisa", "Duties"], "gold": ["Duties"]}
+{"input": "The closing of the transactions contemplated by this Agreement (the \u201c Closing ,\u201d and the date of the Closing, the \u201c Closing Date \u201d) shall occur and shall be deemed to be effective immediately on June 26, 2018. Such Closing shall take place at a mutually agreeable time and place, and be conditioned upon all of the conditions to closing set forth in this Agreement being met.", "references": ["Interests", "Erisa", "Waiver Of Jury Trials", "Books", "Death", "Benefits", "Specific Performance", "Non-Disparagement", "Confidentiality", "Warranties", "Anti-Corruption Laws", "No Defaults", "Notices", "Further Assurances", "Assigns", "Subsidiaries", "Terminations", "Vacations", "Construction", "Forfeitures", "Sanctions", "Approvals", "Intellectual Property", "Authorizations", "Venues", "Tax Withholdings", "Consents", "Enforceability", "Entire Agreements", "Indemnifications", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement and each other Note Document has been duly executed and delivered by each Obligor that is party thereto. This Agreement and each other Note Document constitutes a legal, valid and binding obligation of such Obligor, enforceable against each Obligor that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.", "references": ["Releases", "Modifications", "Assigns", "Non-Disparagement", "Authority", "Expenses", "Successors", "Arbitration", "Entire Agreements", "Sales", "Submission To Jurisdiction", "Payments", "Venues", "Intellectual Property", "Defined Terms", "Representations", "Amendments", "Solvency", "Employment", "Litigations", "Titles", "Benefits", "Further Assurances", "Vacations", "Compliance With Laws", "Waivers", "Confidentiality", "Change In Control", "Subsidiaries", "Capitalization", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Amendment shall be binding upon the Borrower and the Lender and their respective successors and assigns, and shall inure to the benefit of the Borrower and the Lender and to the respective successors and assigns of the Lender.", "references": ["Publicity", "Indemnifications", "Powers", "Authorizations", "Compliance With Laws", "Insurances", "Tax Withholdings", "Waiver Of Jury Trials", "No Defaults", "Closings", "Solvency", "Venues", "Adjustments", "Notices", "Submission To Jurisdiction", "Amendments", "Confidentiality", "Modifications", "Arbitration", "No Conflicts", "Fees", "Authority", "Waivers", "Disability", "No Waivers", "Terms", "Defined Terms", "Definitions", "Further Assurances", "Non-Disparagement", "Successors"], "gold": ["Successors"]}
+{"input": "As of the Effective Date, you will continue to be employed to serve on a full-time basis in the position of Senior Vice President\u00a0& Chief Medical Officer, reporting to the Chief Executive Officer (\u201cCEO\u201d). You agree to devote your full business time, best efforts, skill, knowledge, attention, and energies to the advancement of the Company\u2019s business and interests and to the performance of your duties and responsibilities as an employee of the Company. Notwithstanding the foregoing, you may continue to serve as a member of the Board of Directors of Puma Technologies, Inc. provided that such service does not interfere in any material respect with the performance of your duties for the Company and does not create a conflict of interest.", "references": ["Intellectual Property", "Brokers", "Organizations", "Books", "Existence", "Transactions With Affiliates", "Indemnity", "Severability", "Records", "Confidentiality", "Subsidiaries", "Consents", "Approvals", "Forfeitures", "Waiver Of Jury Trials", "Cooperation", "Withholdings", "Defined Terms", "No Waivers", "Notices", "Definitions", "Terms", "Vesting", "Authority", "Base Salary", "Jurisdictions", "Compliance With Laws", "Waivers", "Litigations", "Governing Laws", "Employment"], "gold": ["Employment"]}
+{"input": "Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the party entitled to compliance, but any waiver or failure to insist upon strict compliance with the obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. No single or partial exercise of a right or remedy will preclude any other or further exercise thereof or of any other right or remedy hereunder. Whenever this Agreement requires or permits the Consent by or on behalf of a party, the Consent must be given in writing in the same manner as for waivers of compliance.", "references": ["Counterparts", "Benefits", "Subsidiaries", "Waiver Of Jury Trials", "Headings", "Interests", "Duties", "Vacations", "Successors", "Survival", "Books", "Consent To Jurisdiction", "Enforceability", "Expenses", "Authority", "Positions", "Disclosures", "Insurances", "Definitions", "No Defaults", "Use Of Proceeds", "Litigations", "Transactions With Affiliates", "Modifications", "Financial Statements", "Jurisdictions", "Binding Effects", "Records", "Agreements", "Venues", "Consents"], "gold": ["Consents"]}
+{"input": "Assignor hereby assigns and UBS 1285 hereby assumes all of Assignor\u2019s rights and obligations, as buyer, with respect to the Existing Custodial Agreement and all future and outstanding transactions thereunder. For the avoidance of doubt, each outstanding transaction is a continuing transaction and has not been, and shall not be, considered terminated in any respect. From and after the date hereof, (a) UBS 1285 shall be a party to the Custodial Agreement and shall have the rights and obligations of Assignor as Buyer thereunder and shall be bound by the provisions thereof and (b) Assignor shall relinquish its rights and be released from its obligations under the Custodial Agreement and all future and outstanding transactions thereunder except for those obligations of the Custodian to Assignor that survive.", "references": ["Publicity", "Erisa", "Authority", "Integration", "No Defaults", "Severability", "Withholdings", "Remedies", "Counterparts", "Releases", "Qualifications", "Payments", "Subsidiaries", "Change In Control", "Amendments", "Warranties", "Intellectual Property", "Forfeitures", "Costs", "Interests", "Headings", "Records", "Fees", "Specific Performance", "Consent To Jurisdiction", "Cooperation", "Effectiveness", "Expenses", "Construction", "Titles", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Employee shall perform and discharge faithfully the duties and responsibilities which may be assigned to the Employee from time to time in connection with the conduct of the Company\u2019s business. The Employee shall report to the Chief Executive Officer of United Natural Foods,\u00a0Inc. (the \u201c Company Chief Executive Officer \u201d).", "references": ["Benefits", "Titles", "Vacations", "Closings", "Representations", "Sanctions", "No Conflicts", "Venues", "Headings", "Remedies", "Capitalization", "Applicable Laws", "Payments", "Non-Disparagement", "Brokers", "Compliance With Laws", "Existence", "Governing Laws", "Adjustments", "Releases", "Tax Withholdings", "No Waivers", "Warranties", "Solvency", "Agreements", "Participations", "Effectiveness", "Counterparts", "Transactions With Affiliates", "Amendments", "Duties"], "gold": ["Duties"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, when taken together as a whole, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Vesting", "Enforceability", "No Defaults", "Powers", "Notices", "Solvency", "Use Of Proceeds", "Authorizations", "Financial Statements", "Change In Control", "Jurisdictions", "Enforcements", "Agreements", "Arbitration", "Employment", "Counterparts", "Participations", "Definitions", "Remedies", "Disability", "Duties", "Organizations", "Construction", "Capitalization", "Brokers", "Books", "Insurances", "Representations", "Indemnifications", "Binding Effects", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.", "references": ["Disclosures", "Sales", "Effectiveness", "Use Of Proceeds", "Adjustments", "Terms", "Participations", "Governing Laws", "Specific Performance", "Authorizations", "Duties", "Construction", "Binding Effects", "Insurances", "Base Salary", "Enforcements", "Headings", "Sanctions", "Interests", "Non-Disparagement", "Modifications", "Anti-Corruption Laws", "Benefits", "Agreements", "Assigns", "Remedies", "No Waivers", "Intellectual Property", "Defined Terms", "Amendments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.", "references": ["Compliance With Laws", "Assigns", "Headings", "Miscellaneous", "Disability", "Successors", "Base Salary", "Capitalization", "Authorizations", "Records", "Forfeitures", "No Waivers", "Terms", "Jurisdictions", "Arbitration", "Waivers", "Releases", "Qualifications", "Books", "Effectiveness", "Governing Laws", "Agreements", "Change In Control", "Publicity", "Intellectual Property", "Fees", "Confidentiality", "Consent To Jurisdiction", "Warranties", "Effective Dates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower will use the proceeds of the Loans solely for the purposes set forth in Section\u00a05.14 .", "references": ["Subsidiaries", "Brokers", "Authorizations", "Entire Agreements", "Publicity", "General", "Submission To Jurisdiction", "Qualifications", "Fees", "Consent To Jurisdiction", "Payments", "Litigations", "Cooperation", "Sanctions", "Further Assurances", "Tax Withholdings", "Waivers", "Applicable Laws", "Arbitration", "Sales", "Transactions With Affiliates", "Enforcements", "Powers", "Indemnifications", "Duties", "Withholdings", "Specific Performance", "Adjustments", "Change In Control", "Survival", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Upon any Responsible Officer obtaining knowledge thereof, the Borrower Representative will give written notice to the Administrative Agent and the Term B Facility Agent promptly (and in any event within ten (10) Business Days) of: (i) any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event; (ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise of any withdrawal liability assessed against the Credit Parties or any ERISA Affiliate, or of a determination that any Multiemployer Plan is insolvent (within the meaning of Title IV of ERISA) which, in either case, could result in a liability of at least $15,000,000; (iii) the failure to make full payment on or before the due date (including extensions) thereof of all amounts which any member of the Consolidated Group or any ERISA Affiliate is required to contribute to each Plan pursuant to its terms and as required to meet the minimum funding standard set forth in ERISA and the Internal Revenue Code with respect thereto which could result in a liability of at least $15,000,000; or (iv) any change in the funding status of any Single Employer Plan that could reasonably be expected to have a Material Adverse Effect, together with a description of any such event or condition or a copy of any such notice and a statement by a Responsible Officer of the Parent briefly setting forth the details regarding such event, condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by the Credit Parties with respect thereto. Promptly upon request, the Credit Parties shall furnish the Administrative Agent, the Term B Facility Agent and the Banks with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Internal Revenue Code, respectively, for each \u201cplan year\u201d (within the meaning of Section 3(39) of ERISA).", "references": ["Closings", "Further Assurances", "Death", "Governing Laws", "Confidentiality", "Fees", "Litigations", "Use Of Proceeds", "Indemnity", "No Conflicts", "Arbitration", "Benefits", "No Defaults", "Disclosures", "Adjustments", "Submission To Jurisdiction", "Subsidiaries", "Venues", "Vesting", "Successors", "Headings", "Effective Dates", "Miscellaneous", "Interests", "Integration", "General", "Consent To Jurisdiction", "Compliance With Laws", "Specific Performance", "Financial Statements", "Erisa"], "gold": ["Erisa"]}
+{"input": "Any representation, warranty or statement made or deemed to be made by the Borrower or the Servicer in any Transaction Document, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue or incorrect on the date as of which it was made or deemed to have been made and if capable of being cured shall not have been cured within 15 days after the earlier of an executive officer of the Borrower and/or Servicer, as the case may be, becoming aware of such untruth or notice thereof given by the Administrative Agent to the Borrower and/or Servicer, as the case may be; provided , that the representations and warranties made by the Borrower in Sections\u00a05.10 and\u00a0 5.26 shall be deemed to be incapable of cure.", "references": ["Waiver Of Jury Trials", "Defined Terms", "Terminations", "Insurances", "Integration", "Interests", "Adjustments", "Enforcements", "Definitions", "Solvency", "Authority", "Miscellaneous", "Vacations", "Headings", "Remedies", "Use Of Proceeds", "Participations", "Qualifications", "Assigns", "Employment", "Disability", "Positions", "Approvals", "Books", "Litigations", "Amendments", "Taxes", "Interpretations", "Agreements", "Powers", "Representations"], "gold": ["Representations"]}
+{"input": "The Loan Parties are Solvent on a consolidated basis.", "references": ["Consents", "Integration", "Assignments", "Headings", "Qualifications", "Non-Disparagement", "Definitions", "Anti-Corruption Laws", "Governing Laws", "Change In Control", "Assigns", "Arbitration", "Vesting", "Disclosures", "Base Salary", "Vacations", "Subsidiaries", "Payments", "Waivers", "Modifications", "Sanctions", "No Conflicts", "Terminations", "Closings", "Enforcements", "Brokers", "Authority", "Positions", "Interpretations", "Use Of Proceeds", "Solvency"], "gold": ["Solvency"]}
+{"input": "Whenever used in the Original Agreement or this Amendment, the term \u201cAgreement\u201d shall hereinafter refer to the Original Agreement, as amended by this Amendment.", "references": ["Solvency", "Litigations", "Notices", "Representations", "Titles", "Headings", "Waivers", "Tax Withholdings", "Approvals", "Compliance With Laws", "Applicable Laws", "Transactions With Affiliates", "Successors", "Counterparts", "Submission To Jurisdiction", "Venues", "Adjustments", "Disability", "No Defaults", "Taxes", "Employment", "Binding Effects", "Remedies", "Brokers", "No Conflicts", "Jurisdictions", "Arbitration", "Consents", "Authorizations", "Disclosures", "Agreements"], "gold": ["Agreements"]}
+{"input": "Each of the Company and the Subsidiary Borrowers (insofar as such representations and warranties relate to such Subsidiary Borrower) makes the representations and warranties in Article V of the Credit Agreement and confirms that such representations and warranties are true and correct as of the date hereof, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date. Additionally, the Company represents and warrants that immediately before and after giving effect to this Amendment on the date hereof, no Default or Unmatured Default has occurred and is continuing.", "references": ["Terminations", "Further Assurances", "Notices", "Tax Withholdings", "Assigns", "No Conflicts", "Waiver Of Jury Trials", "Costs", "Organizations", "Remedies", "Enforcements", "Defined Terms", "Binding Effects", "Fees", "Authority", "Employment", "Authorizations", "Consent To Jurisdiction", "Survival", "Duties", "Brokers", "Warranties", "Jurisdictions", "Definitions", "General", "Qualifications", "Submission To Jurisdiction", "Effective Dates", "Arbitration", "Governing Laws", "Representations"], "gold": ["Representations"]}
+{"input": "At any time prior to the Effective Time, the Parties may (a)\u00a0extend the time for the performance of any of the obligations or other acts of the other Parties, (b) to the extent permitted by Law, waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. The failure of any Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. No provision of this Agreement requiring any Party to use reasonable best efforts or to act in good faith in any context shall be interpreted to require a Party, as part of such Party\u2019s duty to use reasonable best efforts or to act in good faith in the context in question, to waive any condition to the obligations of such Party hereunder or to refrain from exercising any right or power such Party may have hereunder.", "references": ["Books", "Brokers", "Warranties", "Effectiveness", "Disability", "Terminations", "Venues", "Arbitration", "Agreements", "Defined Terms", "Litigations", "Authority", "Governing Laws", "Sanctions", "Non-Disparagement", "Adjustments", "Payments", "Organizations", "Insurances", "Survival", "Assigns", "Releases", "Powers", "Waiver Of Jury Trials", "Notices", "Successors", "Transactions With Affiliates", "Consents", "Indemnifications", "Change In Control", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Pledgor: (i) is a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware; (ii) is in good standing (or its equivalent) under the laws of the State of Delaware; (iii) has all requisite limited liability company power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a material adverse effect on the ability of Pledgor to perform its obligations hereunder; and (iv) is qualified to do business and is in good standing (or its equivalent) in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a material adverse effect on the ability of Pledgor to perform its obligations hereunder.", "references": ["Brokers", "Sanctions", "Compliance With Laws", "Costs", "General", "Organizations", "Confidentiality", "Consent To Jurisdiction", "Intellectual Property", "Liens", "Indemnity", "Records", "Construction", "Waiver Of Jury Trials", "Approvals", "Withholdings", "Entire Agreements", "Notices", "Qualifications", "Assignments", "Payments", "Enforceability", "Definitions", "Taxes", "Cooperation", "Applicable Laws", "Death", "Adjustments", "Transactions With Affiliates", "Interpretations", "Existence"], "gold": ["Existence"]}
+{"input": "This Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber.", "references": ["Powers", "Transactions With Affiliates", "Governing Laws", "Subsidiaries", "Modifications", "Benefits", "Fees", "Releases", "Effectiveness", "Agreements", "Applicable Laws", "Taxes", "Expenses", "Sales", "Consent To Jurisdiction", "Authority", "Vacations", "Interpretations", "Remedies", "No Waivers", "Enforceability", "Severability", "Terms", "Confidentiality", "Warranties", "Waiver Of Jury Trials", "No Defaults", "Financial Statements", "General", "Sanctions", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Beneficiaries hereby consent to the sale of the Stock on the terms set forth herein.", "references": ["Approvals", "Powers", "Books", "Indemnifications", "Remedies", "Vesting", "Assignments", "Agreements", "Qualifications", "Base Salary", "Amendments", "Enforcements", "Authorizations", "Severability", "Vacations", "Publicity", "Survival", "Withholdings", "No Defaults", "Binding Effects", "Enforceability", "Change In Control", "Non-Disparagement", "Titles", "Disclosures", "Governing Laws", "Brokers", "Organizations", "No Waivers", "Interpretations", "Consents"], "gold": ["Consents"]}
+{"input": "The aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options and other securities of the Company and of each Subsidiary (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company or any Subsidiary, as applicable) is set forth in Schedule 3.1(f) hereto. All outstanding shares of capital stock of the Company and of each Subsidiary are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance in all material respects with all applicable securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company or such Subsidiary. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the maximum number of Note Shares issuable upon conversion of the Notes based on the initial Conversion Price (as defined in the Notes) of $13.11.", "references": ["Qualifications", "Financial Statements", "Change In Control", "Liens", "Notices", "Death", "Brokers", "Intellectual Property", "Sales", "Authority", "Governing Laws", "Organizations", "Survival", "General", "Terminations", "Disclosures", "Compliance With Laws", "Warranties", "Fees", "Further Assurances", "Interpretations", "Counterparts", "Existence", "Releases", "Closings", "Positions", "Arbitration", "Definitions", "Subsidiaries", "Successors", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Except as set forth on Schedule 3.09, all federal, state premium, material local and other material tax returns required to have been filed with respect to the Borrower and each Subsidiary of the Borrower have been filed, and payment or adequate provision has been made for the payment of all material taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP, shall have been made.", "references": ["Subsidiaries", "Non-Disparagement", "Integration", "Jurisdictions", "Positions", "Intellectual Property", "Remedies", "Miscellaneous", "Disclosures", "Solvency", "Authorizations", "Expenses", "Successors", "Financial Statements", "Qualifications", "Interests", "General", "Amendments", "Sales", "Modifications", "Assignments", "Adjustments", "Capitalization", "Authority", "Effectiveness", "Books", "Vacations", "Compliance With Laws", "Death", "Employment", "Taxes"], "gold": ["Taxes"]}
+{"input": "Effective as of the Effective Date, the Company will pay Executive an annual salary of $330,000.00 as compensation for Executive\u2019s employment services to the Company (the \u201c Base Salary \u201d). The Base Salary will be paid periodically in accordance with the Company\u2019s normal payroll practices and be subject to the usual, required withholdings. Executive\u2019s annual salary will be subject to review and adjustments as may be made based upon the Company\u2019s normal performance review practices.", "references": ["Powers", "Taxes", "Effective Dates", "Notices", "Indemnifications", "Qualifications", "Assigns", "Interests", "Forfeitures", "Brokers", "Integration", "Titles", "Consent To Jurisdiction", "Agreements", "Compliance With Laws", "No Conflicts", "Participations", "Employment", "Cooperation", "Applicable Laws", "Vacations", "Payments", "Enforcements", "Survival", "Terminations", "Confidentiality", "Litigations", "Books", "Representations", "Publicity", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Except as provided in Section 4.1 , neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto; provided , however , that the Purchaser may provide any such consent on behalf of the Investors.", "references": ["Disclosures", "No Conflicts", "Assigns", "Sanctions", "Fees", "Costs", "Benefits", "Terms", "Titles", "Solvency", "Authority", "General", "Enforcements", "Withholdings", "Governing Laws", "Powers", "Litigations", "Organizations", "Employment", "Binding Effects", "Consent To Jurisdiction", "Submission To Jurisdiction", "Effectiveness", "Venues", "Arbitration", "Intellectual Property", "Agreements", "Releases", "Confidentiality", "Cooperation", "Assignments"], "gold": ["Assignments"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.\u00a0 Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.", "references": ["Waiver Of Jury Trials", "Representations", "Intellectual Property", "Withholdings", "Litigations", "Consent To Jurisdiction", "Erisa", "Waivers", "Amendments", "Brokers", "Approvals", "Submission To Jurisdiction", "Powers", "Terms", "Sales", "Books", "Effective Dates", "Interpretations", "Tax Withholdings", "Severability", "Survival", "Cooperation", "Capitalization", "Sanctions", "Remedies", "Subsidiaries", "Expenses", "Forfeitures", "Participations", "Modifications", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement binds my heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors and assigns.", "references": ["Financial Statements", "Disability", "Base Salary", "Disclosures", "Defined Terms", "Approvals", "Modifications", "Participations", "Intellectual Property", "Confidentiality", "Insurances", "Indemnifications", "Change In Control", "Counterparts", "Forfeitures", "Entire Agreements", "Compliance With Laws", "Expenses", "Enforceability", "Books", "Adjustments", "Benefits", "Binding Effects", "Use Of Proceeds", "Severability", "Agreements", "Existence", "Integration", "Submission To Jurisdiction", "Powers", "Successors"], "gold": ["Successors"]}
+{"input": "None of the Loan Parties or, except as would not reasonably be expected to result in material liability to any Loan Party, their ERISA Affiliates shall establish or maintain a Plan or have an obligation to contribute to a Multiemployer Plan.", "references": ["No Conflicts", "Fees", "Interpretations", "Effectiveness", "Defined Terms", "Positions", "Duties", "Compliance With Laws", "No Waivers", "Disclosures", "Modifications", "Benefits", "Notices", "Powers", "Survival", "Counterparts", "Payments", "Construction", "Specific Performance", "Waiver Of Jury Trials", "Capitalization", "Litigations", "Titles", "Tax Withholdings", "Applicable Laws", "Binding Effects", "Sales", "Vacations", "Terminations", "Waivers", "Erisa"], "gold": ["Erisa"]}
+{"input": "This Amendment shall be construed under and enforced in accordance with the laws of the State of Louisiana, in accordance with Section\u00a016 of the Employment Agreement.", "references": ["Withholdings", "Defined Terms", "Modifications", "Anti-Corruption Laws", "Employment", "Disclosures", "Further Assurances", "Entire Agreements", "Assignments", "Vesting", "Venues", "Records", "Compliance With Laws", "No Conflicts", "Subsidiaries", "Waiver Of Jury Trials", "Litigations", "Costs", "Fees", "Intellectual Property", "Forfeitures", "Counterparts", "Amendments", "Financial Statements", "Powers", "Headings", "Jurisdictions", "Solvency", "Consents", "Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, including the appendices, addenda, annexes, exhibits and schedules hereto, including the Seller Disclosure Schedules, the Confidentiality Agreement, and the Ancillary Documents embody the entire agreement and understanding of the parties in respect of the subject matter contained herein and supersede all prior agreements, letters of intent and the understandings between the parties with respect to the subject matter of this Agreement, other than the Confidentiality Agreement. The Confidentiality Agreement will terminate at the Closing and cease to be of any further force or effect in accordance with its terms, but will survive any termination of this Agreement pursuant to Section 11 . No discussions regarding, or exchange of drafts or comments in connection with this Agreement or the transactions contemplated herein will constitute an agreement among the parties hereto or modify the terms of this Agreement. Any agreement among the parties will exist only when the parties have fully executed and delivered this Agreement or any amendments hereto adopted as provided herein.", "references": ["Notices", "Records", "Liens", "Releases", "Interpretations", "Forfeitures", "Anti-Corruption Laws", "Survival", "Enforcements", "Defined Terms", "Severability", "Organizations", "Binding Effects", "Applicable Laws", "Counterparts", "Waiver Of Jury Trials", "Vesting", "Change In Control", "Books", "Warranties", "Participations", "Positions", "Effectiveness", "Employment", "Assignments", "Agreements", "Insurances", "No Defaults", "Terms", "Brokers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement and the Simplification Agreement \u00a0(including any exhibits thereto) constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof.", "references": ["Consent To Jurisdiction", "Defined Terms", "Adjustments", "Miscellaneous", "Approvals", "Death", "Closings", "Specific Performance", "Assigns", "Liens", "Terms", "Submission To Jurisdiction", "Base Salary", "No Conflicts", "Payments", "Consents", "Enforcements", "Change In Control", "Authority", "Expenses", "Insurances", "Duties", "Organizations", "Warranties", "Counterparts", "Effectiveness", "No Waivers", "Taxes", "Confidentiality", "General", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The execution and delivery by each of MMAC, MEC and Seller of this Agreement and each of the other Transaction Documents to which it is or will be a party, the performance by MMAC, MEC and Seller of its obligations hereunder and thereunder and the consummation by MMAC, MEC and Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company or corporate action, as applicable, on the part of MMAC, MEC and Seller, as applicable, and no other limited liability company or corporate proceeding, as applicable, on the part of MMAC, MEC or Seller or their board of directors or managers, stockholders, members or any other equityholders is necessary to authorize the execution, delivery and performance by MMAC, MEC and Seller of this Agreement and any of the other Transaction Documents to which MMAC, MEC or Seller, as applicable, is or will be a party. This Agreement has been and each of the other Transaction Documents has been or will be duly executed and delivered by MMAC, MEC and Seller, and (assuming due authorization, execution and delivery by each of the other parties hereto or thereto) this Agreement and each of the other Transaction Documents constitute a legal, valid and binding obligation of MMAC, MEC and Seller, enforceable against MMAC, MEC and Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors\u2019 rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).", "references": ["Applicable Laws", "Insurances", "Duties", "Records", "Powers", "Integration", "Forfeitures", "Indemnifications", "Change In Control", "Remedies", "Indemnity", "Further Assurances", "Representations", "Publicity", "Defined Terms", "Counterparts", "Jurisdictions", "Submission To Jurisdiction", "Closings", "Vesting", "Interests", "Definitions", "Waivers", "Entire Agreements", "Employment", "No Conflicts", "Books", "Withholdings", "Disability", "No Waivers", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.", "references": ["Benefits", "Payments", "Disclosures", "Use Of Proceeds", "Positions", "Solvency", "Integration", "Titles", "Forfeitures", "Consent To Jurisdiction", "Survival", "Terminations", "Modifications", "Closings", "Waiver Of Jury Trials", "Miscellaneous", "Agreements", "Existence", "Entire Agreements", "Employment", "Representations", "Transactions With Affiliates", "Financial Statements", "No Waivers", "Assignments", "No Defaults", "Binding Effects", "Remedies", "Vesting", "General", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower shall, and shall cause each other Credit Party to, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, (a)\u00a0correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b)\u00a0do, execute, acknowledge, deliver, record, re\u2011record, file, re\u2011file, register and re\u2011register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or the Required Lenders through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.", "references": ["Arbitration", "Closings", "Forfeitures", "Headings", "Remedies", "Representations", "Assigns", "Tax Withholdings", "No Waivers", "Books", "Powers", "Interpretations", "Adjustments", "Litigations", "Financial Statements", "Sanctions", "Disability", "Consent To Jurisdiction", "Specific Performance", "Existence", "Base Salary", "Insurances", "Survival", "Warranties", "Defined Terms", "Interests", "Amendments", "Governing Laws", "Jurisdictions", "Solvency", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The execution, delivery and performance by the Borrower and each of the Subsidiary Loan Parties and, in the case of Section\u00a03.02(a) and 3.02(b)(i)(B), Holdings (prior to a Qualified IPO), of each of the Loan Documents to which it is a party and the borrowings hereunder (a)\u00a0have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by Holdings, the Borrower and such Subsidiary Loan Parties and (b)\u00a0will not (i)\u00a0violate (A)\u00a0any provision of law, statute, rule or regulation applicable to Holdings, the Borrower or any such Subsidiary Loan Party, (B)\u00a0the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of Holdings, the Borrower, or any such Subsidiary Loan Party, (C)\u00a0any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to the Borrower or any such Subsidiary Loan Party or (D)\u00a0any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which the Borrower or any such Subsidiary Loan Party is a party or by which any of them or any of their property is or may be bound, (ii)\u00a0result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause\u00a0(i)\u00a0or (ii)\u00a0of this Section\u00a03.02(b), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii)\u00a0result in the creation or imposition of any Lien upon or with respect to (x)\u00a0any property or assets now owned or hereafter acquired by the Borrower or any such Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (y)\u00a0any Equity Interests of the Borrower now owned or hereafter acquired by Holdings (prior to a Qualified IPO), other than Liens created by the Loan Documents or Liens permitted by Article\u00a0VIA.", "references": ["Venues", "Construction", "Anti-Corruption Laws", "Successors", "Headings", "Fees", "Disability", "Enforceability", "Organizations", "Taxes", "Adjustments", "Defined Terms", "Titles", "Severability", "Litigations", "Amendments", "Enforcements", "Records", "Books", "Vacations", "Indemnifications", "Assigns", "Representations", "Authority", "Financial Statements", "Approvals", "Waivers", "Effective Dates", "Consents", "Subsidiaries", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The provisions of this Agreement are intended to be and shall be enforceable under Section\u00a0510(a) of the Bankruptcy Code.", "references": ["Records", "Assigns", "Modifications", "Effectiveness", "Costs", "Interests", "Waivers", "Indemnity", "Insurances", "Authorizations", "Submission To Jurisdiction", "Organizations", "Capitalization", "Notices", "Fees", "Closings", "Applicable Laws", "Enforcements", "Assignments", "Participations", "Transactions With Affiliates", "Titles", "Expenses", "Books", "Indemnifications", "No Waivers", "Positions", "Employment", "Integration", "Venues", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i)\u00a0the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors\u2019 rights generally, (ii)\u00a0general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii)\u00a0implied covenants of good faith and fair dealing and (iv)\u00a0any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.", "references": ["Financial Statements", "Waivers", "Existence", "Litigations", "Powers", "Capitalization", "Terms", "Sales", "Assigns", "Costs", "Approvals", "Transactions With Affiliates", "Confidentiality", "Interpretations", "Compliance With Laws", "Enforcements", "Terminations", "Specific Performance", "Effectiveness", "Intellectual Property", "Books", "Non-Disparagement", "Venues", "Remedies", "Disability", "Solvency", "No Defaults", "General", "Vacations", "Authority", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "All interest payable under this Section 13.3 shall be calculated pursuant to 18 C.F.R. \u00a7 35.19a(a), as such regulation (or any successor thereto) is in effect during the period during which such interest is due. Amounts not paid when due to Owner or Distribution Company under this Agreement shall bear interest from the date such amount was due until the date of payment of such overdue amount. For the avoidance of doubt, as illustrated in Attachment H, if all or a portion of the amount to which such interest relates is later refunded pursuant to this Agreement, then, in calculating that refund, such interest shall not be included in the refund. Refunds of overpayments owed to Distribution Company by Owner under this Agreement shall begin to accrue interest on the amount subject to refund, as originally invoiced, from the earlier to occur of the due date or the date of payment of the monthly Invoices to which the overpayment relates and shall continue to accrue interest until the date of payment of such refund.", "references": ["Assignments", "Interpretations", "Insurances", "Integration", "Compliance With Laws", "Disclosures", "Remedies", "Confidentiality", "Successors", "Specific Performance", "Transactions With Affiliates", "Organizations", "Powers", "Miscellaneous", "Financial Statements", "Waiver Of Jury Trials", "Venues", "Consent To Jurisdiction", "Death", "Payments", "Litigations", "General", "Withholdings", "Participations", "Records", "Vesting", "Terms", "Assigns", "Severability", "Jurisdictions", "Interests"], "gold": ["Interests"]}
+{"input": "As of the date hereof there are no actions, suits, investigations, claims or other proceedings pending or, to the Knowledge of the Company, threatened in writing against, or affecting, the Company, any of its subsidiaries or any of the Company\u2019s officers or directors in their capacity as such before or by any court, regulatory body or administrative agency or any other Governmental Entity, which actions, suits, investigations, claims or other proceedings (a) individually or in the aggregate, would reasonably be expected to challenge this Agreement or adversely affect, prohibit or delay the Transactions, or (b) would reasonably be expected to result in an injunction or equitable remedy or payment by the Company of more than $5,000,000 in each case. There has not been and there is not pending or, to the Knowledge of the Company, contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act. Neither the Company nor any of its subsidiaries is a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other Governmental Entity that would reasonably be expected to have a Material Adverse Effect.", "references": ["Compliance With Laws", "Insurances", "Amendments", "Duties", "Releases", "Counterparts", "Books", "Authorizations", "General", "Consent To Jurisdiction", "Consents", "Binding Effects", "Submission To Jurisdiction", "Confidentiality", "Liens", "Adjustments", "Approvals", "Assignments", "No Defaults", "Agreements", "Intellectual Property", "Employment", "Taxes", "Payments", "Financial Statements", "Defined Terms", "Participations", "Interpretations", "Closings", "Anti-Corruption Laws", "Litigations"], "gold": ["Litigations"]}
+{"input": "All amounts payable hereunder shall be subject to deduction for applicable taxes and other lawful withholdings.", "references": ["Non-Disparagement", "Cooperation", "Venues", "Counterparts", "Notices", "Costs", "Interpretations", "Jurisdictions", "Duties", "Financial Statements", "Defined Terms", "Forfeitures", "Binding Effects", "Closings", "Effective Dates", "Waiver Of Jury Trials", "No Conflicts", "Successors", "Governing Laws", "Change In Control", "Liens", "Death", "Assignments", "Vesting", "Brokers", "Authorizations", "Remedies", "Construction", "Use Of Proceeds", "Representations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Agreement may not be assigned or otherwise transferred, neither partially nor in full, by either Party without the prior written consent of the other Party, which consent shall not unreasonably be withheld, except (a)\u00a0in connection with a merger, (b)\u00a0in connection with the transfer of all or substantially all of a Party\u2019s assets associated with this Agreement, or (c)\u00a0to a Party\u2019s Affiliate.\u00a0 Any purported assignment in violation of the preceding sentence shall be void.\u00a0 It shall not be unreasonable to withhold consent for an assignment to an ERN Competitor.\u00a0 Any permitted assignee shall assume all obligations of its assignor under this Agreement, and the Agreement will continue for the duration of the Term under the existing terms and conditions.\u00a0 No assignment shall relieve either Party of responsibility for the performance of any obligation that accrued prior to the effective date of such assignment.", "references": ["Modifications", "Erisa", "Transactions With Affiliates", "Tax Withholdings", "Payments", "Jurisdictions", "Financial Statements", "Anti-Corruption Laws", "Titles", "Agreements", "Positions", "Subsidiaries", "Remedies", "Effective Dates", "Change In Control", "Assigns", "Cooperation", "Disability", "Waiver Of Jury Trials", "Benefits", "Authority", "Use Of Proceeds", "No Defaults", "Definitions", "Survival", "Sanctions", "Employment", "Miscellaneous", "Enforcements", "Counterparts", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the \u201c Intellectual Property Rights \u201d).\u00a0 None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.\u00a0 Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect.\u00a0 To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.\u00a0 The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["No Defaults", "Brokers", "Costs", "Definitions", "Interests", "Amendments", "Assignments", "Subsidiaries", "No Waivers", "Headings", "Benefits", "Disclosures", "Confidentiality", "Specific Performance", "Modifications", "Warranties", "Disability", "Assigns", "Expenses", "Releases", "Erisa", "Titles", "Authorizations", "Closings", "Counterparts", "Books", "Records", "Sanctions", "Effective Dates", "Base Salary", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Agreement, the other Financing Agreements and any other document referred to herein or therein shall be binding upon and inure to the benefit of and be enforceable by Agent, Lenders, Loan Parties and their respective successors and assigns, except that the Parent Borrower or any Co-Borrower may not assign its rights under this Agreement, the other Financing Agreements and any other document referred to herein or therein without the prior written consent of Agent and Lenders. Any such purported assignment without such express prior written consent shall be void. No Lender may assign its rights and obligations under this Agreement without the prior written consent of Agent, except as provided in Section\u00a014.7 below. The terms and provisions of this Agreement and the other Financing Agreements are for the purpose of defining the relative rights and obligations of Loan Parties, Agent and Lenders with respect to the transactions contemplated hereby and there shall be no third party beneficiaries of any of the terms and provisions of this Agreement or any of the other Financing Agreements.", "references": ["Indemnifications", "Amendments", "Venues", "Confidentiality", "Brokers", "Change In Control", "Survival", "Liens", "Agreements", "Titles", "Specific Performance", "Arbitration", "Severability", "Definitions", "Employment", "Sales", "Vacations", "Capitalization", "Consents", "Adjustments", "Construction", "Taxes", "Expenses", "Records", "Tax Withholdings", "Death", "Organizations", "Assigns", "Qualifications", "Costs", "Successors"], "gold": ["Successors"]}
+{"input": "Comply in all respects with the requirements of all Laws (including the PATRIOT Act, Sanctions Laws, the Beneficial Ownership Regulation, the Anti-Corruption Laws and Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect (or, in the case of compliance with the PATRIOT Act, Sanctions Laws, the Beneficial Ownership Regulation and the Anti-Corruption Laws, the failure to comply therewith is not material).", "references": ["Expenses", "Definitions", "Terminations", "Submission To Jurisdiction", "General", "Effective Dates", "Binding Effects", "Severability", "Transactions With Affiliates", "Specific Performance", "Titles", "Non-Disparagement", "Fees", "Positions", "Change In Control", "Counterparts", "Adjustments", "Existence", "Interpretations", "Subsidiaries", "Records", "No Defaults", "Survival", "Cooperation", "Construction", "Defined Terms", "Assigns", "Releases", "Notices", "Anti-Corruption Laws", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby; and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Non-Disparagement", "Erisa", "Litigations", "Releases", "Amendments", "Enforcements", "Costs", "Venues", "Integration", "Indemnifications", "Effectiveness", "Death", "No Defaults", "Participations", "Entire Agreements", "Successors", "Representations", "Base Salary", "Forfeitures", "Jurisdictions", "Cooperation", "Remedies", "Liens", "Agreements", "Interests", "Existence", "Sales", "Waiver Of Jury Trials", "Subsidiaries", "Compliance With Laws", "Severability"], "gold": ["Severability"]}
+{"input": "Each Borrower agrees that any references to Agent, any Lender or any of their respective affiliates made in connection with the Transactions are subject to the prior approval of Agent or such Lender, as applicable, which approval shall not be unreasonably withheld.\u00a0 Agent and Lenders shall not be permitted to use information related to the syndication and arrangement of the Loans in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications, including, but not limited to, the placement of \u201ctombstone\u201d advertisements in publications of their choice at their own expense, without the prior written consent of Parent Guarantor (such consent not to be unreasonably withheld or delayed); provided , that (I), notwithstanding anything to the contrary herein, Agent and Lenders may include references to the Loans in their marketing materials without the prior written consent of Borrowers so long as such references shall be limited to:\u00a0 (i)\u00a0a description of the Transactions, including industry type; (ii)\u00a0a reproduction of any Borrower\u2019s logo; (iii)\u00a0a description of Agent\u2019s and/or Lenders\u2019 roles in the Transactions (e.g., administrative agent, arranger); (iv)\u00a0the date and amount of the Loans; and (v)\u00a0the names of the Borrowers and the other Credit Parties, and (II)\u00a0upon the consent by Parent Guarantor, Agent and Lenders may make and distribute reproductions of such consented-to marketing, press releases or other transactional announcements or updates.", "references": ["Payments", "Interpretations", "Taxes", "Vesting", "Enforceability", "Fees", "Cooperation", "Base Salary", "Arbitration", "Authorizations", "Waiver Of Jury Trials", "Definitions", "Solvency", "Brokers", "Specific Performance", "Intellectual Property", "General", "Further Assurances", "No Waivers", "Subsidiaries", "Submission To Jurisdiction", "No Defaults", "Change In Control", "Anti-Corruption Laws", "No Conflicts", "Consents", "Sales", "Terminations", "Liens", "Applicable Laws", "Publicity"], "gold": ["Publicity"]}
+{"input": "Except as otherwise provided herein, no agreement or understanding purporting to add to or to modify the terms and conditions of this Agreement shall be binding unless agreed to by the Parties in writing. Any terms and conditions set forth in any forms used by the Parties, which are in conflict with the terms and conditions of this Agreement, shall be void and have no effect.", "references": ["Waiver Of Jury Trials", "Liens", "Costs", "Entire Agreements", "Interpretations", "Enforceability", "Submission To Jurisdiction", "Vacations", "Successors", "Brokers", "Fees", "Financial Statements", "Benefits", "Venues", "Defined Terms", "Releases", "Books", "Publicity", "Consent To Jurisdiction", "Withholdings", "Death", "No Defaults", "Authorizations", "Existence", "Assigns", "Duties", "Confidentiality", "Waivers", "Indemnifications", "Miscellaneous", "Amendments"], "gold": ["Amendments"]}
+{"input": "If the CFO shall die prior to the expiration of the Term of Employment, the Corporation shall have no further obligation hereunder, other than to the CFO or her estate except to pay to the CFO\u2019s estate the amount of the CFO\u2019s Base Salary accrued to the date of her death. Such payment shall be made promptly after the date of death to the CFO\u2019s estate.", "references": ["Compliance With Laws", "Disability", "Interests", "No Defaults", "Approvals", "Representations", "Binding Effects", "Publicity", "Survival", "Modifications", "Disclosures", "Warranties", "Submission To Jurisdiction", "Erisa", "Employment", "Venues", "Enforceability", "Waiver Of Jury Trials", "No Waivers", "Interpretations", "Terminations", "Indemnity", "Capitalization", "Cooperation", "Withholdings", "Adjustments", "Litigations", "Organizations", "Taxes", "Fees", "Death"], "gold": ["Death"]}
+{"input": "Each of the parties hereto represents and warrants to the other as follows: (a)\u00a0it has the legal power, right and authority to enter into this Eleventh Amendment; (b)\u00a0all requisite action (corporate, trust, partnership or otherwise) has been taken by it in connection with the entering into of this Eleventh Amendment and no further consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental authority or other party is required, including without limitation, any lender, or if any such consent is required, such consent has been obtained; (c)\u00a0the individuals executing this Eleventh Amendment have the legal power, right, and actual authority to bind it to the terms of this Eleventh Amendment; and (d)\u00a0it understands that the other party is relying on the foregoing representations in entering into this Eleventh Amendment, and that the other party would not enter into this Eleventh Amendment without such representations. Landlord represents to Tenant that there are not any Superior Holders as of the Eleventh Amendment Effective Date.", "references": ["Closings", "Governing Laws", "Consent To Jurisdiction", "Integration", "Interpretations", "Powers", "Payments", "Construction", "Consents", "Binding Effects", "Counterparts", "No Defaults", "Employment", "Costs", "Cooperation", "Existence", "Qualifications", "Withholdings", "Tax Withholdings", "No Conflicts", "Assigns", "Approvals", "Defined Terms", "Subsidiaries", "Further Assurances", "Enforceability", "Arbitration", "Survival", "Positions", "No Waivers", "Authority"], "gold": ["Authority"]}
+{"input": "No Party shall assign, sublicense, subcontract, delegate, charge or otherwise transfer or encumber any of its rights or obligations under this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld); provided, however, that nothing in this Section 10.05 shall be construed to require the consent of a Party with respect to an assignment by merger whereby the other Party is merged into a successor entity so long as such successor entity agrees to be bound by the terms of this Agreement.", "references": ["Transactions With Affiliates", "Miscellaneous", "Jurisdictions", "Authorizations", "Participations", "Non-Disparagement", "Terminations", "Assigns", "Representations", "Capitalization", "Withholdings", "Litigations", "Survival", "No Defaults", "No Conflicts", "General", "Indemnity", "Specific Performance", "Books", "Effectiveness", "Liens", "Publicity", "Payments", "Expenses", "Indemnifications", "Benefits", "Fees", "Change In Control", "Taxes", "Entire Agreements", "Assignments"], "gold": ["Assignments"]}
+{"input": "If, upon the expiration of the Milestone Date Delay LD Period, Seller has not achieved such missed Milestone Date, Company shall have the right, notwithstanding any other provision of this Agreement to the contrary, to terminate this Agreement with immediate effect by declaring an Event of Default pursuant to Section 8.1(A)(3) (Default by Seller) and issuing a written termination notice to Seller pursuant to Section 8.2(B) (Right to Terminate). If this Agreement is terminated by Company pursuant to this Section 2.4(A)(1)(c) (Termination and Pre-COD Termination Damages), Company shall have the right to collect Pre-COD Termination Damages, as provided in Section 9.3(A) (Pre-COD Termination Damages) of this Agreement. Unless and until Seller substantially completes each Guaranteed Milestone to the reasonable satisfaction of Company, Seller shall not be deemed to have achieved the Commercial Operation Date.", "references": ["Notices", "Vacations", "Interpretations", "Payments", "Costs", "No Defaults", "Submission To Jurisdiction", "Applicable Laws", "Specific Performance", "Sanctions", "Solvency", "Authority", "Fees", "Non-Disparagement", "Records", "Brokers", "Warranties", "Financial Statements", "Agreements", "Erisa", "Entire Agreements", "Amendments", "Survival", "Confidentiality", "Modifications", "Definitions", "Intellectual Property", "Remedies", "Positions", "Defined Terms", "Terminations"], "gold": ["Terminations"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof and any subsequent making or deemed making thereof. Such representations and warranties have been or will be relied upon by the Agent, the Collateral Agent and each Lender, regardless of any investigation made by the Agent, the Collateral Agent or any Lender or on their behalf and notwithstanding that the Agent, the Collateral Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied.", "references": ["Payments", "Agreements", "Participations", "Employment", "Releases", "Subsidiaries", "Consents", "Powers", "Remedies", "Disclosures", "Base Salary", "Tax Withholdings", "Specific Performance", "Assignments", "Definitions", "Forfeitures", "Terms", "Erisa", "Enforcements", "Authorizations", "Notices", "Arbitration", "Submission To Jurisdiction", "Liens", "No Waivers", "Enforceability", "Duties", "Withholdings", "Positions", "Indemnifications", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Company shall pay all Registration Expenses incurred in connection with each registration requested pursuant to this Section 2.4. Investor shall bear such its proportionate share (based upon the total number of shares sold in such registration other than for the account of the Company) of any Selling Expenses incurred in connection with such registration of securities.", "references": ["Counterparts", "Modifications", "Litigations", "General", "Positions", "Powers", "Closings", "Enforcements", "Assignments", "Qualifications", "Notices", "Effective Dates", "Definitions", "Liens", "Insurances", "Benefits", "Further Assurances", "Consents", "Consent To Jurisdiction", "Costs", "Submission To Jurisdiction", "Compliance With Laws", "Terminations", "Effectiveness", "Integration", "Anti-Corruption Laws", "Arbitration", "Cooperation", "Books", "Adjustments", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be identical and all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart.", "references": ["Enforceability", "Participations", "Transactions With Affiliates", "Vacations", "Consent To Jurisdiction", "Interests", "Use Of Proceeds", "Vesting", "Expenses", "Terminations", "Death", "Authorizations", "Successors", "Payments", "Compliance With Laws", "Applicable Laws", "Litigations", "Duties", "Authority", "Waivers", "Waiver Of Jury Trials", "Withholdings", "Non-Disparagement", "Defined Terms", "Assigns", "No Waivers", "Entire Agreements", "Miscellaneous", "Books", "Effective Dates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan not declared to be unlawful or invalid. Any section or part of a section so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such section or part of a section to the fullest extent possible while remaining lawful and valid.", "references": ["Miscellaneous", "Definitions", "Transactions With Affiliates", "Indemnifications", "Notices", "Participations", "Headings", "Litigations", "Venues", "Disclosures", "Taxes", "Subsidiaries", "Liens", "Records", "Organizations", "Expenses", "Terms", "Successors", "Employment", "Vesting", "Capitalization", "Assignments", "Titles", "Books", "Confidentiality", "Sales", "Jurisdictions", "General", "Use Of Proceeds", "Binding Effects", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may not be assigned or otherwise transferred by any Party without the prior written consent of the other Parties, which consent shall not unreasonably be withheld.\u00a0 It shall not be unreasonable for ERN to withhold consent for an assignment to an ERN Competitor (as such term is defined in the A/R ERN-Zavante Agreement). Any purported assignment in violation of the preceding sentence shall be void.\u00a0 Any permitted assignee shall assume all obligations of its assignor under this Agreement.\u00a0 No assignment shall relieve any Party of responsibility for the performance of any obligation that accrued prior to the effective date of such assignment.", "references": ["Survival", "Use Of Proceeds", "Disability", "Waivers", "Amendments", "Change In Control", "Warranties", "Base Salary", "Enforceability", "Taxes", "Vesting", "Disclosures", "Costs", "Terms", "Severability", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Erisa", "Jurisdictions", "Qualifications", "Authority", "Participations", "Effectiveness", "Definitions", "Employment", "Further Assurances", "Successors", "Arbitration", "Construction", "Remedies", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each of the parties shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under all Legal Requirements or otherwise to consummate and make effective the transactions contemplated by this Agreement.", "references": ["Duties", "Governing Laws", "Payments", "Sanctions", "Jurisdictions", "Costs", "Consents", "Non-Disparagement", "Disability", "Organizations", "Terms", "Notices", "Tax Withholdings", "Withholdings", "Disclosures", "Financial Statements", "Interpretations", "Employment", "Powers", "Litigations", "Vesting", "Waivers", "Benefits", "Assigns", "Fees", "Definitions", "Severability", "Closings", "Construction", "Warranties", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each party shall pay its own fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including legal and accounting fees.", "references": ["Insurances", "Notices", "Intellectual Property", "No Waivers", "General", "Subsidiaries", "Records", "Defined Terms", "Effectiveness", "Powers", "Indemnity", "Amendments", "Erisa", "Assignments", "Enforceability", "Qualifications", "Sales", "Integration", "Duties", "Titles", "No Defaults", "Existence", "Payments", "Binding Effects", "Consent To Jurisdiction", "No Conflicts", "Warranties", "Applicable Laws", "Tax Withholdings", "Fees", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each Obligor will use the proceeds of the Loan solely for purposes set forth in the Preliminary Statements hereof. No part of the proceeds of the Loan will be used, directly or, to the knowledge of the Obligors, indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any other applicable anti-corruption law.", "references": ["Vesting", "Titles", "Representations", "Construction", "Specific Performance", "Fees", "Insurances", "Successors", "Integration", "Cooperation", "Financial Statements", "Payments", "Transactions With Affiliates", "Sales", "Assigns", "Consents", "Waiver Of Jury Trials", "Litigations", "Enforcements", "Headings", "Entire Agreements", "Indemnifications", "Capitalization", "Modifications", "Benefits", "General", "Change In Control", "Effectiveness", "Enforceability", "Subsidiaries", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement.\u00a0 The Company hereby acknowledges and confirms that the grant of the security interest hereunder to, and the rights and remedies of, the Purchaser with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.", "references": ["Entire Agreements", "Amendments", "Death", "Forfeitures", "Indemnifications", "Liens", "Effectiveness", "Effective Dates", "Compliance With Laws", "Tax Withholdings", "Disability", "Withholdings", "Existence", "No Waivers", "Interpretations", "Terms", "Confidentiality", "Base Salary", "Counterparts", "Modifications", "Qualifications", "Arbitration", "Consent To Jurisdiction", "Use Of Proceeds", "Subsidiaries", "Payments", "No Defaults", "Organizations", "Powers", "Vesting", "Remedies"], "gold": ["Remedies"]}
+{"input": "Except where the failure to do so would not reasonably be expected, individually or in aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries (i)\u00a0have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all income and other tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Company or any of its Subsidiaries, and (ii)\u00a0have timely paid, collected or remitted or caused to have timely paid, collected or remitted all taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. To the knowledge of the Company and its Subsidiaries, there is no action, suit, proceeding, investigation, audit or claim now pending, or proposed or threatened in writing, by any taxing authority regarding any income taxes or any other taxes relating to the Company or any of its Subsidiaries, which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. To the knowledge of the Company and its Subsidiaries, no tax Liens have been filed and no claims are pending, or proposed or threatened in writing, with respect to any taxes, fees or other charges for any taxable period, except for Liens permitted under Section\u00a06.03 and claims which, either individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect.", "references": ["Entire Agreements", "Disability", "Assignments", "Terminations", "Books", "Forfeitures", "Indemnity", "Successors", "Costs", "Warranties", "Consent To Jurisdiction", "No Waivers", "Authority", "Employment", "Capitalization", "Erisa", "Survival", "Anti-Corruption Laws", "Tax Withholdings", "Expenses", "Taxes", "Agreements", "Defined Terms", "Duties", "Insurances", "Remedies", "Vesting", "Representations", "Withholdings", "Liens", "Payments"], "gold": ["Payments"]}
+{"input": "The Company may enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for the breach of this Agreement. This Agreement shall be enforced to the fullest extent permissible under the laws of the State of Israel, without regard to its conflict of law principles. If any portion of this Agreement shall be adjudicated to be invalid or unenforceable, it shall be deemed to be amended to delete such portion. Consultant expressly consents to the exclusive personal jurisdiction and venue of Tel-Aviv courts for any lawsuit arising from or relating to this Agreement and venue of Tel-Aviv courts for any lawsuit arising from or relating to this Agreement.", "references": ["Submission To Jurisdiction", "Consents", "No Defaults", "Headings", "Successors", "Authority", "Remedies", "Definitions", "Consent To Jurisdiction", "Interests", "Forfeitures", "General", "Severability", "Books", "Organizations", "Representations", "Solvency", "Closings", "Brokers", "Jurisdictions", "Indemnity", "Disclosures", "Integration", "Existence", "Non-Disparagement", "Benefits", "Sanctions", "Entire Agreements", "Qualifications", "Titles", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The Administrative Agent and each Lender shall hold all Confidential Information in accordance with the customary procedures of the Administrative Agent or such Lender for handling confidential information of this nature, and in accordance with safe and sound banking practices. Notwithstanding the foregoing, the Administrative Agent or any Lender may in any event make disclosures of, and furnish copies of Confidential Information (a)\u00a0to another agent under this Agreement or another Lender; (b)\u00a0when reasonably required by any bona fide transferee or participant in connection with the contemplated transfer of any Loans or Commitment or participation therein (provided that each such prospective transferee or participant shall have an agreement for the benefit of the Borrowers with such prospective transferor Lender or participant containing substantially similar provisions to those contained in this Section 11.15); (c)\u00a0to the parent corporation or other Affiliates of the Administrative Agent or such Lender, and to their respective auditors and attorneys; and (d)\u00a0as required or requested by any Governmental Authority or representative thereof, or pursuant to legal process, provided, that, unless specifically prohibited by applicable Law or court order, the Administrative Agent or such Lender, as applicable, shall notify the chief financial officer of the Administrative Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with an examination of the financial condition of the Administrative Agent or such Lender by such Governmental Authority), and of any other request pursuant to legal process, for disclosure of any such non-public information prior to disclosure of such Confidential Information. Notwithstanding anything contained herein to the contrary, the Administrative Agent, each Lender, the Borrowers and their Affiliates may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby and by the other Loan Documents and materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent, any Lender, the Borrowers or their Affiliates relating to such tax treatment and tax structure; it being understood that this authorization is retroactively effective to the commencement of the first discussions between or among any of the parties regarding the transactions contemplated hereby and by the other Loan Documents. In no event shall the Administrative Agent or any Lender be obligated or required to return any materials furnished by or on behalf of any Company. Each Borrower hereby agrees that the failure of the Administrative Agent or any Lender to comply with the provisions of this 11.15 shall not relieve any Borrower of any of the obligations to the Administrative Agent and the Lenders under this Agreement and the other Loan Documents.", "references": ["Employment", "Agreements", "Costs", "Positions", "Duties", "Enforcements", "Powers", "No Defaults", "Amendments", "Benefits", "Severability", "Non-Disparagement", "Miscellaneous", "Successors", "Interests", "Entire Agreements", "Venues", "Releases", "Assigns", "Waivers", "Authority", "Sanctions", "Specific Performance", "Liens", "No Waivers", "Anti-Corruption Laws", "Change In Control", "Capitalization", "Indemnifications", "Governing Laws", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Any notice hereunder by the Executive shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Executive in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Executive may have on file with the Company.", "references": ["Applicable Laws", "Miscellaneous", "Adjustments", "Titles", "Effectiveness", "Defined Terms", "Costs", "Duties", "Positions", "Interpretations", "Amendments", "Fees", "Enforcements", "Vacations", "Liens", "Transactions With Affiliates", "Records", "No Conflicts", "Representations", "Indemnifications", "Jurisdictions", "Warranties", "Survival", "Taxes", "Litigations", "Definitions", "Consent To Jurisdiction", "Disability", "Modifications", "Releases", "Notices"], "gold": ["Notices"]}
+{"input": "Purchaser and Seller agree to keep confidential all information as the parties may from time to time develop, discover or impart to each other. Both Seller and Purchaser further agree that each will not at any time display, disclose or communicate such information to any person or entity other than one another, or use or apply same, without the other party\u2019s prior written consent; provided, however, either of the parties may share the transaction details with their respective professional service personnel, including boundary surveyors, environmental surveyors and consultants, legal counsel, lenders, appraisers, accountants, architects, and engineers; provided, further, however, that in each such event the party revealing such information shall obtain and shall retain a written commitment from the recipient to maintain the confidentiality of the information and any party revealing such information shall maintain a written list of the name of each person to whom the information was revealed. Such list and commitment shall be available on request to any party to this Contract.", "references": ["Death", "Assignments", "Construction", "Qualifications", "Subsidiaries", "Organizations", "Definitions", "Existence", "Employment", "Representations", "Vesting", "Publicity", "Titles", "Compliance With Laws", "Insurances", "Severability", "Amendments", "Releases", "Interests", "Benefits", "Fees", "Enforceability", "Authorizations", "Transactions With Affiliates", "Payments", "Modifications", "Interpretations", "Effectiveness", "No Conflicts", "Effective Dates", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Parties acknowledge and agree there are costs related to the management of the Grow, in compliance with the terms and covenants contained herein, local and state regulations, and the State of Nevada. In rendering the Management Services described herein, Company shall be responsible for the ongoing costs and expenses related to the management and oversight of the Grow. Such costs and expenses may include, but shall not be limited to, expenditures related to management personnel sufficient to competently manage and oversee the overall grow operation on a daily basis, in compliance with local and state rules and regulations, as well as the State of Nevada laws, and as required in Company\u2019s sole discretion. At the Sole decision to be pre-approved by company. In addition, unless otherwise specified hereunder, Company shall reimburse Manager for all pre-approved reasonable and necessary actual expenses incurred by Manager in the provision of Services and performance of this Agreement, including but not limited to expenses related to personnel, training of personnel, Manager\u2019s regulatory and/or licensing fees incurred in the performance of this Agreement, insurance related to the performance of this Agreement, and products and/or equipment procured or supplied by Manager, upon Manager's presentation to Company of an itemized accounting of such expenses with reasonable supporting data; and provided that Manager shall obtain Company\u2019s written authorization prior to incurring any related expenses to the provision of Services or performance of this Agreement. Absent emergency circumstances requiring immediate action, Company shall provide notice of acceptance or rejection of said request in writing to Manager within three (3) days of said request.", "references": ["Entire Agreements", "Sanctions", "Construction", "Miscellaneous", "Warranties", "Binding Effects", "Integration", "Assignments", "Specific Performance", "Indemnifications", "Expenses", "No Defaults", "Waivers", "No Conflicts", "Change In Control", "Interests", "Indemnity", "Cooperation", "Defined Terms", "Governing Laws", "Qualifications", "Employment", "Vacations", "Intellectual Property", "Enforcements", "Amendments", "Compliance With Laws", "Venues", "Withholdings", "Definitions", "Costs"], "gold": ["Costs"]}
+{"input": "Unless otherwise required by applicable law, on the Settlement Date, (a) the Shares and the Dividend Payment will be considered ordinary income for tax purposes and subject to all applicable payroll taxes; (b) the Company shall report such income to the appropriate taxing authorities as it determines to be necessary and appropriate; (c) the Participant shall be responsible for payment of any taxes due in respect of the Shares and the Dividend Payment; and (d) the Company shall withhold taxes in respect of the Shares and the Dividend Payment (a \u201c Tax Payment \u201d); provided, however, that the Participant may elect, subject to the Company's approval in its sole discretion, to satisfy his or her obligation to pay the Tax Payment by authorizing the Company to withhold from any Shares otherwise to be delivered to the Participant, a number of whole shares of Common Stock having a Fair Market Value equal to the Tax Payment (i.e., a \u201ccashless exercise\u201d). If the Participant fails to pay any required Tax Payment, the Company may, in its discretion, deduct any Tax Payments from any amount then or thereafter payable by the Company to the Participant and take such other action as deemed necessary to satisfy all obligations for the Tax Payment (including reducing the number of Shares delivered on the Settlement Date). The Participant agrees to pay the Company in the form of a check or cashier\u2019s check any overage of the Tax Payment paid by the Company as a result of making whole any partial Share issued through a cashless exercise. Furthermore, the Participant acknowledges and agrees that the Participant will be solely responsible for making any Tax Payment directly to the appropriate taxing authorities should the Participant opt not to satisfy his or her Tax Payment through a cashless exercise.", "references": ["Jurisdictions", "Successors", "Construction", "Transactions With Affiliates", "Use Of Proceeds", "Entire Agreements", "Disclosures", "Records", "Binding Effects", "Interpretations", "Capitalization", "Terminations", "Agreements", "Waiver Of Jury Trials", "Liens", "Non-Disparagement", "Fees", "Tax Withholdings", "Cooperation", "Powers", "Existence", "Assignments", "Sanctions", "Warranties", "Participations", "Solvency", "Subsidiaries", "Interests", "Employment", "Releases", "Taxes"], "gold": ["Taxes"]}
+{"input": "(a) The Loans comprising each ABR Borrowing (including each Swingline Loan to the U.S. Borrower) shall bear interest at the ABR plus the Applicable Margin.", "references": ["Benefits", "Venues", "Amendments", "Construction", "Vesting", "Successors", "No Waivers", "Entire Agreements", "Compliance With Laws", "Litigations", "Death", "Intellectual Property", "Approvals", "Remedies", "Headings", "Subsidiaries", "Governing Laws", "Powers", "Existence", "Tax Withholdings", "Transactions With Affiliates", "Specific Performance", "Non-Disparagement", "Employment", "Vacations", "Interpretations", "Payments", "Consent To Jurisdiction", "Anti-Corruption Laws", "No Conflicts", "Interests"], "gold": ["Interests"]}
+{"input": "Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition. A waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.", "references": ["Remedies", "Severability", "Tax Withholdings", "Capitalization", "Sanctions", "No Conflicts", "Change In Control", "Fees", "Miscellaneous", "Litigations", "Further Assurances", "Assigns", "Taxes", "Expenses", "Transactions With Affiliates", "Terms", "Use Of Proceeds", "Payments", "Governing Laws", "No Defaults", "Modifications", "Arbitration", "Brokers", "Jurisdictions", "Duties", "Intellectual Property", "Approvals", "Survival", "Existence", "Financial Statements", "Waivers"], "gold": ["Waivers"]}
+{"input": "Any refund or portion thereof to which a Party is entitled pursuant to this Section\u00a04.1 that is received or deemed to have been received as described herein by another Party, shall be paid by such other Party to such first Party in immediately available funds in accordance with Article\u00a0VIII .", "references": ["Assignments", "Positions", "Integration", "Entire Agreements", "Change In Control", "Waivers", "Qualifications", "Arbitration", "Interpretations", "Death", "Warranties", "Titles", "Consent To Jurisdiction", "Vesting", "Indemnity", "Applicable Laws", "Anti-Corruption Laws", "Headings", "Vacations", "Capitalization", "Powers", "Confidentiality", "Tax Withholdings", "Enforceability", "Miscellaneous", "Binding Effects", "Sales", "Taxes", "Publicity", "Litigations", "Payments"], "gold": ["Payments"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company is set forth in the Company\u2019s Quarterly Report on Form 10-Q filed on August 9, 2018 for the quarter ended June 30, 2018. \u00a0Except as disclosed in the SEC Documents (as defined below) or on Schedule 4(c) , (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or \"phantom stock\" plans or agreements or any similar plan or agreement. \u00a0The Company has furnished to the Investor true and correct copies of (A) the Company's certificate of incorporation, as amended and as in effect on the date hereof (the \" Certificate of Incorporation \"), (B) the Company's Bylaws, as amended and as in effect on the date hereof (the \" Bylaws \"), and (C) summaries of the material terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto, which in the case of this clause (C), are not disclosed in any SEC Document or filed as an exhibit thereto.", "references": ["Assigns", "Enforcements", "Vacations", "Authorizations", "Consents", "Benefits", "Forfeitures", "Terminations", "Sales", "Powers", "Counterparts", "Base Salary", "Existence", "Expenses", "Duties", "Construction", "Arbitration", "Binding Effects", "Participations", "Effective Dates", "Assignments", "Litigations", "Definitions", "Costs", "Positions", "Approvals", "Tax Withholdings", "Successors", "Notices", "Intellectual Property", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "A Schedule C-8 individual shall become eligible and a Participant in the Plan under Section 3.1 as of July 1, 2004.", "references": ["Waiver Of Jury Trials", "Consent To Jurisdiction", "Positions", "Integration", "Costs", "Entire Agreements", "Closings", "Vacations", "Solvency", "Tax Withholdings", "Effective Dates", "General", "Approvals", "Indemnity", "Headings", "Specific Performance", "Duties", "Arbitration", "Powers", "Terms", "Severability", "Litigations", "Agreements", "Vesting", "Expenses", "Indemnifications", "Disability", "Successors", "Employment", "Withholdings", "Participations"], "gold": ["Participations"]}
+{"input": "(i) PMC is a corporation duly organized, validly existing and in good standing under the laws of Delaware .\u00a0\u00a0 POP is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware.\u00a0\u00a0(ii) Each Seller (x )\u00a0has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; (y )\u00a0is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary; and (z )\u00a0has full power and authority to execute, deliver and perform its obligations under the Facility Documents. (ii) Guarantor is a real estate investment trust duly organized, validly existing and in good standing under the laws of Maryland .\u00a0\u00a0Guarantor (x )\u00a0has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; (y )\u00a0is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary; and (z )\u00a0has full power and authority to execute, deliver and perform its obligations under the Facility Documents.", "references": ["Fees", "Terminations", "Effectiveness", "Non-Disparagement", "Vacations", "Powers", "Qualifications", "Consents", "Publicity", "Capitalization", "Base Salary", "Insurances", "Approvals", "Tax Withholdings", "Integration", "Benefits", "Death", "Liens", "Erisa", "Closings", "Compliance With Laws", "Assignments", "Further Assurances", "Sales", "Employment", "Modifications", "Consent To Jurisdiction", "Indemnity", "Forfeitures", "Remedies", "Organizations"], "gold": ["Organizations"]}
+{"input": "In this Agreement, section headings are inserted for convenience of reference only and shall not be taken into account in the interpretation of this Agreement.", "references": ["Cooperation", "Fees", "Integration", "Organizations", "Participations", "Remedies", "No Defaults", "Litigations", "Arbitration", "Death", "Binding Effects", "Compliance With Laws", "Books", "Defined Terms", "Duties", "Miscellaneous", "Existence", "Forfeitures", "Brokers", "Interpretations", "Anti-Corruption Laws", "Financial Statements", "Severability", "Consent To Jurisdiction", "General", "Assigns", "Enforcements", "Taxes", "Erisa", "Effective Dates", "Headings"], "gold": ["Headings"]}
+{"input": "It is intended that the fees paid hereunder shall constitute revenues to Director. To the extent consistent with applicable law, the Company will not withhold any amounts therefrom as federal income tax withholding from wages or as employee contributions under the Federal Insurance Contributions Act or any other state or federal laws. Director shall be solely responsible for the withholding and/or payment of any federal, state or local income or payroll taxes and shall hold the Company, its officers, directors and employees harmless from any liability arising from the failure to withhold such amounts.\u00a0Notwithstanding the foregoing, if the Director is a resident of a foreign country the fee received for the services provided under this Agreement, is subject to US tax because services are considered rendered in the US; thus, the Company will act as a withholding agent liable for the tax. Such liability is independent of Director\u2019s US tax liability.", "references": ["Waivers", "Consent To Jurisdiction", "Agreements", "Severability", "Transactions With Affiliates", "Specific Performance", "Submission To Jurisdiction", "Capitalization", "Arbitration", "Non-Disparagement", "Closings", "Applicable Laws", "Interpretations", "Assigns", "Counterparts", "Releases", "Amendments", "No Conflicts", "Disclosures", "Vesting", "Tax Withholdings", "Costs", "Expenses", "Employment", "Construction", "Insurances", "Binding Effects", "Effective Dates", "Waiver Of Jury Trials", "Payments", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each Assignor, individually and not jointly and severally: (a) represents and warrants that as of the Effective Date and the Closing Date (i) it is the sole legal and beneficial owner of, and has good title to, the Assigned Documents and the Assigned Interests thereunder, (ii) the Assigned Documents and the Assigned Interests thereunder are free and clear of any lien, encumbrance or other adverse claim (other than the liens being conveyed to Assignee pursuant hereto), (iii) it is legally authorized to enter into and perform this Assignment Agreement and (iv) neither Assignor nor any Person acting on its behalf has or will become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Assignment Agreement; and (b) (i) makes no other representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection with the Assigned Documents and Assigned Interests or the execution, legality, validity, enforceability, genuineness, sufficiency or value of such documents and interests and (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of its obligations under the Assigned Documents.", "references": ["Enforcements", "Releases", "Authority", "Tax Withholdings", "Vesting", "Change In Control", "Expenses", "Construction", "Interpretations", "Duties", "Notices", "Successors", "Survival", "Assignments", "Financial Statements", "Death", "Books", "Payments", "No Defaults", "Indemnifications", "Enforceability", "Closings", "Integration", "Assigns", "Defined Terms", "Employment", "Publicity", "Liens", "Terms", "Litigations", "Warranties"], "gold": ["Warranties"]}
+{"input": "Such Person has complied in all material respects with all Applicable Laws to which it may be subject.", "references": ["Representations", "Closings", "Erisa", "Waivers", "Further Assurances", "Death", "Indemnifications", "Sales", "Successors", "Anti-Corruption Laws", "Approvals", "Financial Statements", "Change In Control", "Disclosures", "Warranties", "Organizations", "Agreements", "Vacations", "Interests", "Governing Laws", "Indemnity", "Payments", "Solvency", "Publicity", "Insurances", "Survival", "Notices", "Taxes", "Employment", "Transactions With Affiliates", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Facility Agreement as amended hereby, together with all other Loan Documents, contains the entire understanding among the parties hereto with respect to the matters covered thereby and supersedes any and all other written and oral communications, negotiations, commitments and writings with respect thereto.", "references": ["Enforceability", "Indemnifications", "Capitalization", "No Conflicts", "Insurances", "Effective Dates", "Powers", "Authorizations", "Disclosures", "Venues", "Adjustments", "Sanctions", "Vesting", "Non-Disparagement", "Releases", "Severability", "Counterparts", "Employment", "Jurisdictions", "Interpretations", "Applicable Laws", "Disability", "Brokers", "Books", "Remedies", "Confidentiality", "Integration", "Anti-Corruption Laws", "Existence", "Use Of Proceeds", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Subject to the advice of an appropriate human resource adviser engaged by the Company to ascertain the scope of such indemnity, the Company shall fully indemnify the Executive for any losses incurred in his capacity as a director and/or officer of any of the Group Companies, if the Company\u2019s director and officer liability insurance is inadequate to cover such losses; provided the Company shall not be responsible for any losses caused by or attributable to the Employee\u2019s gross negligence or willful default.", "references": ["Adjustments", "Notices", "Survival", "Litigations", "Counterparts", "Jurisdictions", "Severability", "Solvency", "Construction", "Modifications", "Definitions", "Records", "Specific Performance", "Assignments", "Vesting", "Death", "Venues", "No Defaults", "Authorizations", "Further Assurances", "Taxes", "Brokers", "Non-Disparagement", "General", "No Conflicts", "Books", "Applicable Laws", "Effective Dates", "Base Salary", "Remedies", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "All representations and warranties contained in Article 4 and Article 5 will survive the Closing and will remain in full force and, effect until the date that is two (2) years after the Closing Date, at which time they will terminate and no claims with respect to such representations and warranties may be made by any Person for indemnification under Section 6.2 or Section 6.3 thereafter, except that the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.12, 4.16, 4.21 and 4.25 will survive the Closing indefinitely. If any claim for indemnification hereunder that has been previously asserted pursuant to a notice of claim provided in accordance with the terms of Section 6.4 is still pending at the expiration of the applicable survival period, such claim will continue to be subject to the indemnification provisions of this Agreement until finally resolved. All covenants and agreements made in this Agreement and the other Transaction Documents will survive until satisfied in full unless this Agreement specifically provides for a specific termination date.", "references": ["Expenses", "Headings", "Releases", "Tax Withholdings", "Governing Laws", "Submission To Jurisdiction", "No Defaults", "Applicable Laws", "Entire Agreements", "Withholdings", "Terminations", "Use Of Proceeds", "Publicity", "Positions", "Further Assurances", "Brokers", "Miscellaneous", "Assigns", "Successors", "Capitalization", "Construction", "Intellectual Property", "Participations", "Compliance With Laws", "Base Salary", "Warranties", "Books", "Terms", "Costs", "Insurances", "Survival"], "gold": ["Survival"]}
+{"input": "If any provision of the Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the Parties shall meet promptly and negotiate substitute provisions for those rendered or declared illegal or unenforceable, but all of the remaining provisions of this Agreement shall remain in full force and effect and will not be affected or impaired in any way thereby.", "references": ["Construction", "No Conflicts", "Governing Laws", "Consent To Jurisdiction", "Fees", "Waivers", "No Defaults", "Insurances", "Vesting", "Closings", "Indemnity", "Capitalization", "Integration", "Duties", "Successors", "Existence", "Cooperation", "No Waivers", "Defined Terms", "Titles", "Liens", "Further Assurances", "Disability", "Effective Dates", "Payments", "Specific Performance", "Powers", "Books", "Vacations", "Definitions", "Severability"], "gold": ["Severability"]}
+{"input": "Lender has the power to make and perform the Loan Documents executed by it and all such instruments will constitute the legal, valid and binding obligations of Lender, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors\u2019 rights generally. The execution, delivery and performance of the Loan Documents by Lender have been duly authorized by all necessary action of Lender, and do not and will not violate any provision of law or regulation, or any writ, order or decree of any court or governmental or regulatory authority or agency or any provision of the governing instruments of Lender.", "references": ["Books", "No Conflicts", "Venues", "Successors", "Applicable Laws", "Vesting", "Waivers", "No Defaults", "Notices", "Sales", "Disability", "Adjustments", "Interests", "Miscellaneous", "Warranties", "Consent To Jurisdiction", "Amendments", "Benefits", "Titles", "Organizations", "Jurisdictions", "Transactions With Affiliates", "Subsidiaries", "Waiver Of Jury Trials", "Existence", "Anti-Corruption Laws", "No Waivers", "Non-Disparagement", "Enforcements", "Disclosures", "Authority"], "gold": ["Authority"]}
+{"input": "Tenant agrees that the installation, operation and removal of \u00a0Rooftop Equipment shall be at its sole risk.\u00a0\u00a0Tenant shall indemnify and defend Landlord and the other Indemnitees against any liability, claim or cost, including reasonable attorneys\u2019 fees, incurred in connection with the loss of life, personal injury, damage to property or business or any other loss or injury (except to the extent due to the negligence or willful misconduct of Landlord or its employees, agents, or contractors) arising out of the installation, use, operation, or removal of Rooftop Equipment by Tenant or its employees, agents, or contractors, including any liability arising out of Tenant\u2019s violation of this Article 21.\u00a0\u00a0\u00a0Subject to the provisions of Section 21.05, Landlord assumes no responsibility for interference in the operation of Rooftop Equipment caused by other tenants\u2019 equipment, if any, or for interference in the operation of other tenants\u2019 equipment caused by Rooftop Equipment; provided, however, that Landlord shall use commercially reasonable efforts to enforce the rights of Tenant under this Lease to the extent the same are superior to that of any other tenants of the Property and shall comply with the provisions of Section 21.05, below.\u00a0\u00a0The provisions of this Section 21.03 shall survive the expiration or earlier termination of this Lease.", "references": ["Waivers", "Assignments", "Successors", "Remedies", "Assigns", "Taxes", "Representations", "Payments", "Titles", "Authorizations", "Governing Laws", "Amendments", "Duties", "Liens", "Capitalization", "Authority", "Participations", "Insurances", "Submission To Jurisdiction", "Tax Withholdings", "Organizations", "Anti-Corruption Laws", "No Waivers", "General", "Adjustments", "Compliance With Laws", "Binding Effects", "Counterparts", "Approvals", "Construction", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Plan and each Right Certificate issued hereunder shall be deemed to be a contract made under the internal laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided , however , that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.", "references": ["Costs", "Representations", "Specific Performance", "Titles", "Insurances", "Assignments", "Disability", "Venues", "Enforcements", "Existence", "Benefits", "Miscellaneous", "Sanctions", "Authority", "Amendments", "Sales", "Compliance With Laws", "Vesting", "Death", "No Waivers", "Releases", "Use Of Proceeds", "Agreements", "Defined Terms", "Integration", "Notices", "Solvency", "Cooperation", "Transactions With Affiliates", "Entire Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Employee acknowledges and agrees that the Severance Benefits, and other benefits provided herein are in full and complete satisfaction of the Company's obligations, if any, to pay Employee severance benefits pursuant to the Retention Agreement, or any other agreements.", "references": ["Organizations", "Specific Performance", "Integration", "Brokers", "Approvals", "Closings", "Agreements", "Base Salary", "No Conflicts", "Vesting", "Entire Agreements", "Liens", "Qualifications", "Warranties", "Enforceability", "Successors", "Use Of Proceeds", "Powers", "Further Assurances", "Books", "Employment", "Erisa", "Subsidiaries", "Construction", "Anti-Corruption Laws", "Intellectual Property", "Remedies", "Indemnity", "Representations", "Notices", "Benefits"], "gold": ["Benefits"]}
+{"input": "These provisions shall be interpreted and applied in a manner that is consistent with Department of Treasury regulations under Section 409A of the Code.", "references": ["Arbitration", "Forfeitures", "Defined Terms", "Indemnity", "Construction", "Modifications", "Financial Statements", "Use Of Proceeds", "Enforceability", "Effective Dates", "Change In Control", "Disability", "Qualifications", "Effectiveness", "Anti-Corruption Laws", "Binding Effects", "Waiver Of Jury Trials", "Capitalization", "Interests", "Confidentiality", "Benefits", "Governing Laws", "Venues", "Solvency", "Warranties", "Payments", "Erisa", "Adjustments", "Non-Disparagement", "Agreements", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Participant is hereby granted an aggregate of 19,290 Phantom Units under the Plan, consisting of 11,574 Time Vested Units and 7,716 Performance Vested Units, conditioned on satisfying the applicable vesting conditions set forth in this Agreement and on Exhibit A attached hereto, subject to Section 1.2 hereof. The Participant acknowledges and agrees that the Company has no obligation to grant any Performance Vested Units with respect to 2017 because none would have vested based on the failure to achieve the performance conditions established by the Compensation Committee for such year.", "references": ["Terms", "Binding Effects", "Capitalization", "Cooperation", "Amendments", "Warranties", "Representations", "Effective Dates", "Forfeitures", "Assignments", "Benefits", "Remedies", "Taxes", "Specific Performance", "Duties", "Sales", "Defined Terms", "Change In Control", "Enforceability", "Records", "Death", "Participations", "Subsidiaries", "Severability", "Compliance With Laws", "Governing Laws", "Expenses", "Withholdings", "General", "Adjustments", "Vesting"], "gold": ["Vesting"]}
+{"input": "The initial term of this Agreement shall continue until the two-year anniversary of the Effective Date, subject to earlier termination as provided herein. On each annual anniversary of the Effective Date, the term shall be extended for a period of one year in addition to the then-remaining term, provided that the Company has not given notice to the Employee in writing at least 90 days prior to such annual anniversary date that the term of this Agreement shall not be extended further, and provided further that the Employee has not received an unsatisfactory performance review by either the Board of Directors or the board of directors of the Bank. No annual extension can automatically extend beyond the Employee\u2019s 65 th birthday.", "references": ["Integration", "No Waivers", "Disability", "Vacations", "Adjustments", "Entire Agreements", "Disclosures", "Confidentiality", "Releases", "Assigns", "Survival", "No Conflicts", "Vesting", "Amendments", "Miscellaneous", "Payments", "Positions", "Capitalization", "Solvency", "Authority", "Brokers", "Indemnity", "General", "Subsidiaries", "Enforceability", "Warranties", "Forfeitures", "Applicable Laws", "Venues", "Compliance With Laws", "Terms"], "gold": ["Terms"]}
+{"input": "Upon payment by any applicable Guarantor of any applicable Guaranteed Obligations, all rights of such Guarantor against the applicable Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the applicable Guaranteed Obligations (excluding the Continuing Obligations) and the termination of all Commitments to the applicable Borrower under the Credit Agreement. If any amount shall be paid to the applicable Borrower or any other Guarantor in violation of the foregoing restrictions on account of (i)\u00a0such subrogation, contribution, reimbursement, indemnity or similar right or (ii)\u00a0any such indebtedness of the applicable Borrower or any other Guarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall promptly be paid to the Administrative Agent to be credited against the payment of the applicable Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any applicable Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the applicable Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an \u201cAccommodation Payment\u201d), then such Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other applicable Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Guarantor\u2019s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the applicable Guarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full in cash of all of the applicable Guaranteed Obligations (excluding the Continuing Obligations). As of any date of determination, the \u201cAllocable Amount\u201d of each Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Guarantor hereunder and under the Credit Agreement without (a)\u00a0rendering such Guarantor \u201cinsolvent\u201d within the meaning of Section\u00a0101 (31) of the Bankruptcy Code of the United States, Section\u00a02 of the Uniform Fraudulent Transfer Act (\u201cUFTA\u201d) or Section\u00a02 of the Uniform Fraudulent Conveyance Act (\u201cUFCA\u201d), (b) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section\u00a0548 of the Bankruptcy Code of the United States, Section\u00a04 of the UFTA, or Section\u00a05 of the UFCA, or (c)\u00a0leaving such Guarantor unable to pay its debts as they become due within the meaning of Section\u00a0548 of the Bankruptcy Code of the United States or Section\u00a04 of the UFTA, or Section\u00a05 of the UFCA.", "references": ["Non-Disparagement", "Waiver Of Jury Trials", "Arbitration", "Capitalization", "Powers", "Assignments", "Authority", "Headings", "Vacations", "Expenses", "Counterparts", "Definitions", "Liens", "Governing Laws", "Books", "Disability", "Construction", "No Waivers", "Interests", "Warranties", "Waivers", "Qualifications", "Change In Control", "Positions", "Enforceability", "Enforcements", "Adjustments", "Benefits", "Confidentiality", "Litigations", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Except as set forth on Schedule 5.16, there is no action, suit or proceeding pending, or to the knowledge of Borrower threatened, against any Borrower or any Subsidiary, or before any court, governmental department, administrative agency or instrumentality which, if such action, suit or proceeding were adversely determined, (i) would subject Borrower or any Subsidiary to any liability not fully covered by insurance, or (ii) would reasonably be expected to result in a Material Adverse Effect on the financial position or the results of operations of Borrower, any Subsidiary or their business or their ability to perform their obligations under this Agreement, the Notes or any Loan Document to which they are a party.", "references": ["Authority", "Integration", "Miscellaneous", "Taxes", "Enforceability", "Agreements", "Positions", "Construction", "Waiver Of Jury Trials", "No Defaults", "Participations", "Terms", "Jurisdictions", "Qualifications", "Payments", "Assigns", "Fees", "Headings", "Disability", "Capitalization", "Modifications", "Indemnity", "Vacations", "Existence", "Confidentiality", "Successors", "Expenses", "Compliance With Laws", "Adjustments", "Survival", "Litigations"], "gold": ["Litigations"]}
+{"input": "No provision of this Agreement may be amended or modified except by a written instrument signed by the Parties to this Agreement. No waiver by any Party of any provision hereof shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.", "references": ["Consents", "Vesting", "Confidentiality", "Transactions With Affiliates", "Duties", "Governing Laws", "Interpretations", "Assigns", "Use Of Proceeds", "Participations", "Titles", "Jurisdictions", "Tax Withholdings", "Erisa", "Waiver Of Jury Trials", "Adjustments", "Brokers", "Qualifications", "Terminations", "Interests", "Effectiveness", "Powers", "No Defaults", "Definitions", "Base Salary", "Organizations", "Compliance With Laws", "Arbitration", "Submission To Jurisdiction", "No Waivers", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Bank may assign this Letter Agreement, and such assignment will take effect for the benefit of any successors or assigns of the Bank created by merger, reorganization, sale of assets or otherwise. You hereby consent and agree to such assignment and enforcement of such rights and obligations by the Bank\u2019s successors or assigns.", "references": ["Waivers", "Sales", "Binding Effects", "General", "Expenses", "Authority", "Terms", "Taxes", "Organizations", "Definitions", "Submission To Jurisdiction", "Vesting", "Vacations", "Assigns", "Payments", "Disability", "Enforceability", "Tax Withholdings", "Anti-Corruption Laws", "Solvency", "Costs", "Interpretations", "Use Of Proceeds", "Non-Disparagement", "Effectiveness", "Closings", "Specific Performance", "Jurisdictions", "Warranties", "Integration", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Seller has made available to Buyer true, complete and correct copies of all Contracts and documents concerning all litigation and administrative proceedings, licenses, insurance policies, lists of suppliers and customers, and records relating to the Business, and such information covers all material commitments and material liabilities of the Seller relating to the transactions contemplated hereby. Neither this Agreement nor any of the exhibits, attachments, written statements, documents, certificates or other items prepared for or supplied to Buyer by or on behalf of the Seller or the Principal with respect to the transactions contemplated hereby contain any untrue statements or facts or omits a fact necessary to make each statement contained herein or therein not misleading. There is no fact that the Seller has not disclosed to Buyer herein and of which the Seller or any of their officers, managers or executive employees is aware and that could reasonably be anticipated to have a Material Adverse Effect.", "references": ["Books", "Effective Dates", "Consents", "Effectiveness", "Subsidiaries", "Enforcements", "Terms", "General", "Vesting", "Miscellaneous", "Terminations", "Existence", "Confidentiality", "Authorizations", "Employment", "Litigations", "Applicable Laws", "No Defaults", "Assignments", "Arbitration", "Payments", "No Waivers", "Further Assurances", "Transactions With Affiliates", "Closings", "Adjustments", "Indemnifications", "Solvency", "Forfeitures", "Assigns", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Upon termination of Participant\u2019s employment with the Firm due to death, on the date of such termination, Participant\u2019s unvested Award shall be 100% vested and Shares underlying such vested RSUs shall be distributed to Participant\u2019s beneficiaries under Section 4.2 hereof in accordance with Section 2 hereof.", "references": ["Binding Effects", "Interpretations", "Qualifications", "Disability", "Survival", "Confidentiality", "Anti-Corruption Laws", "Modifications", "Waivers", "Entire Agreements", "Releases", "Vacations", "Vesting", "Terms", "Interests", "Forfeitures", "Authorizations", "Defined Terms", "Construction", "Warranties", "Capitalization", "Duties", "Expenses", "Disclosures", "Tax Withholdings", "Consent To Jurisdiction", "Enforcements", "Non-Disparagement", "Payments", "No Defaults", "Death"], "gold": ["Death"]}
+{"input": "This Agreement shall constitute a binding obligation of the Company and any successor thereto. Notwithstanding any other provision in this Agreement, the obligations under Article 5 shall survive termination of this Agreement.", "references": ["Sales", "Further Assurances", "Cooperation", "Terms", "Death", "Compliance With Laws", "Venues", "Qualifications", "Warranties", "Intellectual Property", "Consents", "Entire Agreements", "Construction", "Binding Effects", "Employment", "Interests", "Remedies", "Erisa", "Jurisdictions", "Consent To Jurisdiction", "Liens", "Vesting", "Participations", "General", "Representations", "Disability", "Litigations", "Agreements", "Indemnifications", "Effective Dates", "Survival"], "gold": ["Survival"]}
+{"input": "Executive shall be entitled to participate in benefits under the Company\u2019s benefit plans, profit sharing and arrangements, including, without limitation, any employee benefit plan or arrangement made available in the future by the Company to its employees or senior executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. The Company shall have the right to amend or delete any such benefit plan or arrangement made available by the Company to its employees or senior executives and not otherwise specifically provided for herein. Notwithstanding the foregoing, during the Employment Term (as hereinafter defined), the Company will provide, at the Company\u2019s expense, health and major medical insurance benefits to the Executive and his family members which are at least equal to the benefits provided to the Executive and his family members immediately prior to the Effective Date.", "references": ["No Defaults", "Employment", "No Conflicts", "Interpretations", "Defined Terms", "Positions", "Tax Withholdings", "Payments", "Agreements", "Arbitration", "Erisa", "Warranties", "Capitalization", "Binding Effects", "Books", "General", "Anti-Corruption Laws", "Use Of Proceeds", "Indemnifications", "Forfeitures", "Enforcements", "Liens", "Change In Control", "Waivers", "Death", "Submission To Jurisdiction", "Headings", "Terms", "Sales", "Duties", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Agreement may not be modified, waived, or amended except by written agreement executed by all the parties.", "references": ["Enforcements", "Headings", "Effective Dates", "Waivers", "Books", "Waiver Of Jury Trials", "Change In Control", "Consents", "Sanctions", "Remedies", "Authorizations", "Authority", "Death", "Tax Withholdings", "Arbitration", "Payments", "Participations", "Consent To Jurisdiction", "Enforceability", "Financial Statements", "Anti-Corruption Laws", "Qualifications", "Notices", "Terminations", "Duties", "Solvency", "Benefits", "Interests", "Organizations", "Vesting", "Amendments"], "gold": ["Amendments"]}
+{"input": "The rule of strict construction shall not apply to this Agreement. This Agreement shall not be interpreted in favor of or against either Seller or Purchaser merely because of their respective efforts in preparing it.", "references": ["Expenses", "No Conflicts", "Transactions With Affiliates", "Costs", "Releases", "Solvency", "Specific Performance", "Defined Terms", "Disclosures", "Arbitration", "Vacations", "Vesting", "Forfeitures", "Submission To Jurisdiction", "Benefits", "Titles", "Employment", "Records", "Financial Statements", "Payments", "Use Of Proceeds", "Applicable Laws", "Tax Withholdings", "Capitalization", "Organizations", "Notices", "Anti-Corruption Laws", "Participations", "Miscellaneous", "Death", "Construction"], "gold": ["Construction"]}
+{"input": "Guarantor hereby agrees to furnish to Lender promptly upon demand by Lender current and dated financial statements detailing the assets and liabilities of Guarantor certified by Guarantor, in form and substance reasonably acceptable to Lender. Guarantor hereby warrants and represents unto Lender that any and all balance sheets, net worth statements and other financial data which have heretofore been given or may hereafter be given to Lender with respect to Guarantor did or will at the time of such delivery fairly and accurately present the financial condition of Guarantor.", "references": ["Erisa", "Integration", "Effective Dates", "Enforcements", "Use Of Proceeds", "Authority", "Publicity", "Existence", "Titles", "Defined Terms", "Positions", "Books", "Capitalization", "Survival", "Solvency", "Benefits", "Entire Agreements", "No Waivers", "Records", "Withholdings", "Sales", "Compliance With Laws", "Vesting", "No Defaults", "Base Salary", "No Conflicts", "Assigns", "Binding Effects", "Powers", "Confidentiality", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until November 25, 2019 (the \u201c Term \u201d) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon five (5) Business Days prior written notice to Agent upon payment in full of the Obligations (other than contingent indemnity claims not yet asserted or threatened). Each notice delivered by the Borrowing Agent under this Section 13.1 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. In the event that the Maximum Revolving Advance Amount (whether voluntarily or involuntarily) is permanently reduced or terminated on or prior to the date immediately preceding the first anniversary of the Closing Date, Borrowers (other than Sand Tiger) shall concurrently pay to the Agent, for the benefit of Lenders on a pro rata basis, a termination or reduction fee in an amount equal to one percent (1%) of the amount that the Maximum Revolving Advance Amount is so reduced or terminated below $170,000,000.", "references": ["Construction", "Non-Disparagement", "Definitions", "Costs", "Sales", "Submission To Jurisdiction", "Successors", "Consent To Jurisdiction", "Miscellaneous", "Tax Withholdings", "Vesting", "Qualifications", "Effective Dates", "Authority", "Integration", "Titles", "Brokers", "Waiver Of Jury Trials", "Capitalization", "Subsidiaries", "Positions", "Consents", "Books", "Authorizations", "Fees", "Disability", "Indemnity", "Closings", "Arbitration", "Death", "Terms"], "gold": ["Terms"]}
+{"input": "All costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, whether or not consummated, shall be paid by the party incurring such cost or expense.", "references": ["Compliance With Laws", "Change In Control", "No Defaults", "Enforcements", "Death", "Indemnity", "Closings", "Submission To Jurisdiction", "Effective Dates", "Interpretations", "Existence", "Construction", "Waiver Of Jury Trials", "Entire Agreements", "Intellectual Property", "Titles", "Brokers", "Solvency", "Qualifications", "Waivers", "Anti-Corruption Laws", "Authorizations", "Remedies", "Adjustments", "Successors", "Subsidiaries", "Authority", "Warranties", "Modifications", "Liens", "Expenses"], "gold": ["Expenses"]}
+{"input": "GRANTOR AND SECURED PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.", "references": ["Qualifications", "Publicity", "Jurisdictions", "Effectiveness", "Tax Withholdings", "Approvals", "Closings", "Disclosures", "Fees", "Erisa", "Indemnity", "Miscellaneous", "Venues", "Intellectual Property", "Non-Disparagement", "Terms", "Releases", "Disability", "Sales", "Duties", "Transactions With Affiliates", "Remedies", "Enforceability", "Subsidiaries", "Applicable Laws", "Participations", "Positions", "Financial Statements", "Expenses", "Sanctions", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "After the execution of this Agreement, the Stockholder may submit reasonably detailed documentation (without any obligation to disclose any attorney-client privileged information or any attorney-work-product) of the Stockholder\u2019s actual out-of-pocket fees, costs and expenses incurred in connection with the 2018 annual meeting of the Company\u2019s stockholders and the negotiation of this Agreement and the transactions contemplated hereby. Within three (3)\u00a0business days after submission of such documentation together with wire instructions for the applicable payments, the Company shall reimburse the Stockholder for such fees, costs and expenses, by wire transfer in accordance with such wire instructions; provided , that such reimbursement shall not exceed $5,000,000 in the aggregate. Except as otherwise provided in this Section \u00a011 , all fees, costs and expenses incurred by each of the Parties shall be borne by such party.", "references": ["Severability", "Assigns", "Waivers", "Litigations", "Integration", "Financial Statements", "No Conflicts", "Authorizations", "Confidentiality", "Payments", "Vesting", "Assignments", "Titles", "Submission To Jurisdiction", "Employment", "Change In Control", "Applicable Laws", "Compliance With Laws", "Organizations", "Brokers", "Taxes", "Construction", "Survival", "Adjustments", "Representations", "Counterparts", "Powers", "Binding Effects", "Warranties", "Costs", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries (other than Project Subsidiaries) to, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens and extensions or renewals of Permitted Liens; provided in each case that the Indebtedness secured thereby is not restricted under Section 8.2.1 [Indebtedness].", "references": ["Expenses", "Miscellaneous", "Forfeitures", "Use Of Proceeds", "Disclosures", "Non-Disparagement", "Closings", "No Defaults", "Successors", "Change In Control", "Withholdings", "Applicable Laws", "Anti-Corruption Laws", "Releases", "Definitions", "Headings", "Compliance With Laws", "Representations", "Capitalization", "Indemnifications", "Jurisdictions", "Governing Laws", "Survival", "Waivers", "Intellectual Property", "Construction", "No Waivers", "Insurances", "Remedies", "Warranties", "Liens"], "gold": ["Liens"]}
+{"input": "As of the Agreement Date, the Borrower has furnished or caused to be furnished to the Administrative Agent and the Lenders as of the Agreement Date, the audited financial statements for the Borrower and its Subsidiaries on a consolidated basis for the fiscal year ended December\u00a031, 2017, which present fairly in all material respects the financial position of the Borrower and its Subsidiaries on a consolidated basis, on and as at such date and the results of operations for the period then ended. As of the date of this Agreement, none of the Borrower or its Subsidiaries has any liabilities, contingent or otherwise, on the Agreement Date, that are material to the Borrower and its Subsidiaries on a consolidated basis other than as disclosed in the financial statements referred to in the preceding sentence or in the reports filed by the Borrower with the Securities and Exchange Commission prior to the Agreement Date or the Obligations.", "references": ["Remedies", "Notices", "Defined Terms", "Disclosures", "Expenses", "Records", "Employment", "Sales", "Interests", "Jurisdictions", "Non-Disparagement", "Publicity", "Modifications", "Liens", "Forfeitures", "Powers", "Consents", "Use Of Proceeds", "Integration", "Waiver Of Jury Trials", "Entire Agreements", "Adjustments", "Counterparts", "Governing Laws", "Approvals", "Construction", "Anti-Corruption Laws", "Qualifications", "Authorizations", "Definitions", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts that have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts that have accrued from and after the Effective Date. \u00a0Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.", "references": ["Releases", "Sales", "Expenses", "Terminations", "Integration", "Jurisdictions", "Survival", "Entire Agreements", "Existence", "Compliance With Laws", "Vacations", "Titles", "Consents", "Notices", "Use Of Proceeds", "Qualifications", "Assignments", "Severability", "Positions", "Further Assurances", "Forfeitures", "Indemnity", "Waivers", "Capitalization", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Transactions With Affiliates", "Employment", "Participations", "Vesting", "Payments"], "gold": ["Payments"]}
+{"input": "Any term capitalized herein but not defined will have the meaning set forth in the Vera Bradley, Inc. 2010 Equity and Incentive Plan (the \"Plan\").", "references": ["Solvency", "Indemnity", "Duties", "Terminations", "Existence", "Interests", "Non-Disparagement", "Disability", "Compliance With Laws", "Anti-Corruption Laws", "Positions", "Jurisdictions", "Waiver Of Jury Trials", "Counterparts", "Costs", "Terms", "Severability", "Releases", "Agreements", "Benefits", "Notices", "Vesting", "Liens", "Effective Dates", "Approvals", "Qualifications", "Specific Performance", "Expenses", "Erisa", "Enforceability", "Definitions"], "gold": ["Definitions"]}
+{"input": "The headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Agreement.", "references": ["Disclosures", "Applicable Laws", "Payments", "Confidentiality", "Expenses", "Authorizations", "Consent To Jurisdiction", "Erisa", "Representations", "Notices", "Definitions", "Effectiveness", "Submission To Jurisdiction", "Further Assurances", "Consents", "Entire Agreements", "Brokers", "Fees", "Specific Performance", "Counterparts", "Liens", "Amendments", "Anti-Corruption Laws", "Compliance With Laws", "Solvency", "Powers", "Subsidiaries", "Releases", "Interests", "Transactions With Affiliates", "Headings"], "gold": ["Headings"]}
+{"input": "The execution and delivery of this Agreement by the Corporation does not, and the consummation of the transaction contemplated hereby, will not violate, conflict with or constitute a default under (i) the Corporation\u2019s Certificate of Incorporation or bylaws; (ii) any material agreement, indenture or other instrument to which the Corporation is a party or by which the Corporation may be bound; or (iii) any material law, regulation, order, judgement or decree applicable to the Corporation; or (iv) the Deed of Trust.", "references": ["Sanctions", "Base Salary", "Modifications", "Terms", "Publicity", "Binding Effects", "Sales", "Remedies", "Disability", "Construction", "Benefits", "Compliance With Laws", "Enforcements", "Consent To Jurisdiction", "Entire Agreements", "General", "No Waivers", "Existence", "Applicable Laws", "Organizations", "Non-Disparagement", "Expenses", "Counterparts", "Indemnifications", "Specific Performance", "Headings", "No Defaults", "Capitalization", "Withholdings", "Duties", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument.", "references": ["Amendments", "Publicity", "Definitions", "Submission To Jurisdiction", "Financial Statements", "Interpretations", "Compliance With Laws", "Successors", "Assigns", "Intellectual Property", "Governing Laws", "Approvals", "Liens", "Erisa", "Terms", "Non-Disparagement", "No Defaults", "Subsidiaries", "Effectiveness", "Waiver Of Jury Trials", "Defined Terms", "Sales", "Records", "Miscellaneous", "Change In Control", "Taxes", "Confidentiality", "Base Salary", "Binding Effects", "Positions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Pay and perform all Obligations under this Agreement and the other Loan Documents, and pay or perform (a)\u00a0all material taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b)\u00a0all other material indebtedness, obligations and liabilities in accordance with customary trade practices; provided , that the Borrower or such Restricted Subsidiary may contest any item described in clauses (a)\u00a0or (b) of this Section in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP.", "references": ["Publicity", "Insurances", "Organizations", "Forfeitures", "Books", "Positions", "Solvency", "No Conflicts", "Assigns", "Releases", "Vesting", "Change In Control", "Consents", "Defined Terms", "Further Assurances", "Cooperation", "Notices", "Brokers", "Subsidiaries", "Sales", "Consent To Jurisdiction", "Sanctions", "Tax Withholdings", "Enforcements", "No Defaults", "Jurisdictions", "Governing Laws", "Adjustments", "Qualifications", "Terms", "Payments"], "gold": ["Payments"]}
+{"input": "All terms and definitions contained herein shall be construed in such a manner that shall give effect to the fullest extent possible to the express or implied intent of the parties hereby.", "references": ["Interests", "Terms", "Vacations", "Assignments", "Qualifications", "Solvency", "Assigns", "Death", "Disability", "Positions", "Enforceability", "Organizations", "Sanctions", "Jurisdictions", "Adjustments", "Existence", "Indemnity", "Erisa", "Anti-Corruption Laws", "Payments", "Fees", "Financial Statements", "Survival", "Powers", "Books", "Publicity", "Intellectual Property", "Use Of Proceeds", "Forfeitures", "Amendments", "Construction"], "gold": ["Construction"]}
+{"input": "If any one or more provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected, impaired, prejudiced or disturbed thereby, and any provision hereunder found partially unenforceable shall be interpreted to be enforceable to the fullest extent possible.", "references": ["Consent To Jurisdiction", "Duties", "Integration", "Change In Control", "Positions", "Jurisdictions", "Construction", "Waiver Of Jury Trials", "Compliance With Laws", "Disability", "Representations", "Fees", "Successors", "Sales", "Records", "Brokers", "Capitalization", "Remedies", "Liens", "Effectiveness", "Litigations", "Counterparts", "Modifications", "Titles", "Further Assurances", "Adjustments", "Sanctions", "Tax Withholdings", "Indemnity", "Base Salary", "Severability"], "gold": ["Severability"]}
+{"input": "This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect as expressly provided in Section \u00a013.11 . Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Company is made, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Company under this paragraph shall survive termination of this Guaranty.", "references": ["Submission To Jurisdiction", "Positions", "Interests", "Liens", "Waiver Of Jury Trials", "Jurisdictions", "Sanctions", "Authority", "Modifications", "Enforcements", "Assignments", "Qualifications", "Consents", "Solvency", "Death", "Assigns", "No Defaults", "Binding Effects", "Non-Disparagement", "Effectiveness", "Indemnity", "Costs", "Authorizations", "Adjustments", "Agreements", "Terms", "Compliance With Laws", "Vesting", "Counterparts", "Transactions With Affiliates", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Plan shall become effective as of the Effective Date, provided that the Plan is approved by the Company\u2019s stockholders on such date. The expiration date of the Plan, on and after which date no Award may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided , however , that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.", "references": ["Terminations", "Existence", "Interpretations", "Duties", "Participations", "No Conflicts", "Terms", "Enforceability", "Consents", "Arbitration", "Use Of Proceeds", "Insurances", "Assignments", "Further Assurances", "Modifications", "Jurisdictions", "Governing Laws", "Benefits", "Interests", "Intellectual Property", "Entire Agreements", "Disclosures", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Disability", "Indemnifications", "Releases", "Litigations", "Brokers", "No Waivers", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan control, except as expressly stated otherwise herein.\u00a0\u00a0This Agreement and the Plan together set forth the entire agreement and understanding between the parties as to the subject matter hereof and supersede all prior oral and written and all contemporaneous or subsequent oral discussions, agreements and understandings of any kind or nature.\u00a0\u00a0Capitalized terms not defined herein shall have the meanings as described in the Plan.", "references": ["Sanctions", "Vacations", "General", "Waiver Of Jury Trials", "Successors", "Change In Control", "No Defaults", "Jurisdictions", "Terminations", "Indemnifications", "Death", "No Conflicts", "Solvency", "Vesting", "Severability", "Publicity", "Authority", "Subsidiaries", "Warranties", "Erisa", "Duties", "Powers", "Applicable Laws", "Benefits", "Brokers", "Organizations", "Liens", "Closings", "Fees", "Records", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Executive\u2019s execution of this Agreement is effective as of the date set forth below and is not subject to revocation; provided that this Agreement shall be terminated and void ab initio and Executive\u2019s automatic resignation in Paragraph 1 shall not be given effect if this Agreement is not validly approved by the Employer on or before December\u00a019, 2018.", "references": ["Insurances", "Qualifications", "Expenses", "Fees", "Authorizations", "General", "Forfeitures", "No Conflicts", "Powers", "Further Assurances", "Effective Dates", "Indemnifications", "Use Of Proceeds", "Cooperation", "Enforceability", "Existence", "Base Salary", "Litigations", "Disclosures", "Governing Laws", "Modifications", "Publicity", "Agreements", "Construction", "Amendments", "Interpretations", "Consent To Jurisdiction", "Representations", "Records", "Closings", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "(a)\u00a0The obligations of the Issuer to which these terms apply (each a \u201cNote\u201d) are represented by one or more Master Notes (each, a \u201cMaster Note\u201d) issued in the name of (or of a nominee for) The Depository Trust Company (\u201cDTC\u201d), which Master Note includes the terms and provisions for the Issuer\u2019s Interest-Bearing Commercial Paper Notes that are set forth in this Terms and Conditions, since this Terms and Conditions constitutes an integral part of the Underlying Records as defined and referred to in the Master Note.", "references": ["Sales", "Specific Performance", "Miscellaneous", "Subsidiaries", "Intellectual Property", "Construction", "Participations", "Assignments", "Venues", "Confidentiality", "Further Assurances", "Modifications", "Indemnifications", "Compliance With Laws", "No Waivers", "Defined Terms", "Anti-Corruption Laws", "Binding Effects", "Interests", "Jurisdictions", "Governing Laws", "Remedies", "Taxes", "Titles", "Capitalization", "Duties", "Expenses", "Base Salary", "Costs", "Cooperation", "General"], "gold": ["General"]}
+{"input": "A Participant will be deemed to have incurred a Disability where the Participant (a)\u00a0is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12\u00a0months, (b)\u00a0is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12\u00a0months, receiving income replacement benefits for a period of not less than 3\u00a0months under an accident and health plan maintained by the Company, or (c)\u00a0has been determined to be totally disabled by the Social Security Administration.", "references": ["Indemnity", "Submission To Jurisdiction", "Survival", "Terminations", "Titles", "Enforcements", "Waiver Of Jury Trials", "Liens", "Representations", "Transactions With Affiliates", "Closings", "Definitions", "Withholdings", "Erisa", "Amendments", "Modifications", "Applicable Laws", "Headings", "Intellectual Property", "Assigns", "Approvals", "Tax Withholdings", "Arbitration", "Counterparts", "Change In Control", "Interpretations", "Fees", "No Defaults", "Anti-Corruption Laws", "Consent To Jurisdiction", "Disability"], "gold": ["Disability"]}
+{"input": "The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be \"material contracts,\" as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.", "references": ["Miscellaneous", "Assigns", "Venues", "Indemnifications", "Base Salary", "Forfeitures", "Brokers", "Definitions", "Applicable Laws", "Employment", "Subsidiaries", "Benefits", "Authority", "Fees", "Payments", "Consent To Jurisdiction", "No Defaults", "General", "Waivers", "Capitalization", "Anti-Corruption Laws", "Erisa", "Specific Performance", "Disability", "Remedies", "Tax Withholdings", "Binding Effects", "Assignments", "Powers", "Taxes", "Publicity"], "gold": ["Publicity"]}
+{"input": "The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees as the Borrower shall have agreed to pay on or prior to the First Amendment and Restatement Effective Date to the Administrative Agent or any Joint Lead Arranger in connection herewith, including the reasonable and documented fees and expenses of Cahill Gordon\u00a0& Reindel LLP , special New York counsel to JPMorgan Chase Bank, N.A., in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents (to the extent that statements in reasonable detail for such fees and expenses have been delivered to the Borrower at least two (2)\u00a0Business Days prior to the First Amendment and Restatement Effective Date).", "references": ["Participations", "Confidentiality", "Change In Control", "Sales", "Non-Disparagement", "Jurisdictions", "Survival", "Financial Statements", "Brokers", "Cooperation", "Assigns", "Qualifications", "Compliance With Laws", "Solvency", "Litigations", "Anti-Corruption Laws", "Taxes", "Successors", "General", "Existence", "Tax Withholdings", "Approvals", "Titles", "Insurances", "Definitions", "Subsidiaries", "Powers", "Authority", "Terms", "Disclosures", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement may be executed in counterparts by facsimile or email PDF, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.", "references": ["Indemnifications", "Confidentiality", "Cooperation", "Non-Disparagement", "Positions", "Costs", "Enforcements", "Organizations", "Terminations", "Applicable Laws", "Survival", "Authorizations", "Base Salary", "Sales", "Definitions", "Closings", "Representations", "Venues", "Indemnity", "Interests", "Publicity", "Assigns", "No Conflicts", "Death", "Governing Laws", "Successors", "Erisa", "Approvals", "Benefits", "Effectiveness", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The parties represent and warrant to each other that each of them, respectively, has full power, right and authority to execute and perform this Amendment and all corporate action necessary to do so has been duly taken. In order to induce Lessor to enter into this Amendment, Tenant hereby represents and warrants to Lessor that Tenant\u2019s entry into this Amendment does not require that any consent or approval first be obtained from any lender of Tenant or its Affiliates.", "references": ["Notices", "Authorizations", "Transactions With Affiliates", "Powers", "Interpretations", "Existence", "Confidentiality", "Costs", "Participations", "Capitalization", "Jurisdictions", "Change In Control", "No Conflicts", "Subsidiaries", "Effectiveness", "Records", "Representations", "Forfeitures", "General", "Benefits", "Intellectual Property", "Interests", "Anti-Corruption Laws", "Vesting", "Expenses", "Construction", "Applicable Laws", "Effective Dates", "No Waivers", "Withholdings", "Authority"], "gold": ["Authority"]}
+{"input": "During the Employment Period, Executive shall receive from the Company an annual base salary (\u201c Annual Base Salary \u201d) at the rate of $700,000.00, with such salary to be adjusted at such times, if any, and in such amounts as determined by the Board and approved by the Compensation Committee of the Board of Directors of the Company (the \u201c Compensation Committee \u201d), provided , however , that Executive\u2019s Annual Base Salary shall not be decreased without Executive\u2019s prior written consent unless the annual salaries of all other Executive Officers are proportionately decreased, but in no event shall the Annual Base Salary be decreased by more than ten percent (10%) of Executive\u2019s Annual Base Salary then in effect. Executive\u2019s Annual Base Salary shall be subject to annual review by the Board during the Employment Term. The Company shall pay the Annual Base Salary to Executive in accordance with the Company\u2019s and RRI\u2019s normal payroll policy.", "references": ["Assignments", "Powers", "Submission To Jurisdiction", "Agreements", "Vesting", "Disclosures", "Interpretations", "Indemnity", "Terms", "Books", "Costs", "Solvency", "Use Of Proceeds", "Subsidiaries", "Sales", "Enforceability", "Intellectual Property", "Insurances", "Change In Control", "Participations", "Interests", "Effectiveness", "Duties", "Indemnifications", "Transactions With Affiliates", "Further Assurances", "Withholdings", "Remedies", "Survival", "Payments", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "OHGI is a corporation duly incorporated, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. \u00a0OHGI has made available to the Company or there has been available on EDGAR complete and correct copies of the certificate of incorporation and bylaws of OHGI as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of OHGI\u2019s certificate of incorporation or by-laws. OHGI has taken all action required by law, its certificate of incorporation and by-laws, or otherwise necessary to authorize the execution and delivery of this Agreement, and OHGI has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation and by-laws, or otherwise necessary to consummate the transactions herein contemplated, except that in no event shall the number of Exchange Shares exceed Nineteen and Nine-Tenths percent (19.9%) of the number of shares of OHGI Common Stock outstanding on the date of this Agreement (the \u201c NASDAQ Limit \u201d).", "references": ["Applicable Laws", "Arbitration", "Amendments", "Anti-Corruption Laws", "Intellectual Property", "Enforceability", "Litigations", "Duties", "Confidentiality", "Binding Effects", "Costs", "Jurisdictions", "Enforcements", "Withholdings", "Representations", "Tax Withholdings", "Defined Terms", "Terms", "Interpretations", "Records", "Change In Control", "Death", "Interests", "Existence", "Warranties", "Sanctions", "Disability", "Survival", "Effectiveness", "Modifications", "Organizations"], "gold": ["Organizations"]}
+{"input": "Any headings used herein are for convenience in reference only and \u00a0 are not a part of this Agreement, nor shall they in any way affect the interpretation hereof.", "references": ["Titles", "Use Of Proceeds", "Specific Performance", "Indemnifications", "Vesting", "Capitalization", "Enforceability", "Releases", "Disclosures", "Assigns", "Construction", "Assignments", "Consents", "Tax Withholdings", "Survival", "Remedies", "Taxes", "Death", "Disability", "Costs", "Entire Agreements", "Subsidiaries", "Effectiveness", "Compliance With Laws", "Duties", "Representations", "Qualifications", "Agreements", "Benefits", "Expenses", "Headings"], "gold": ["Headings"]}
+{"input": "Use the proceeds of any loan made hereunder for any purpose other than (a)\u00a0to pay fees, costs, and expenses, including Expenses, incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby and (b)\u00a0consistent with the terms and conditions hereof, for general corporate and working capital purposes (provided, that no part of the proceeds of the loans made to Borrower will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System).", "references": ["Compliance With Laws", "Consent To Jurisdiction", "Expenses", "Intellectual Property", "Qualifications", "Indemnifications", "Duties", "Severability", "Assigns", "Waiver Of Jury Trials", "Fees", "Vacations", "Sales", "Transactions With Affiliates", "Interests", "Enforcements", "Releases", "Enforceability", "Successors", "Capitalization", "No Conflicts", "Effectiveness", "Tax Withholdings", "Counterparts", "Specific Performance", "Positions", "Employment", "Waivers", "Withholdings", "Publicity", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Company agrees to employ Executive as Chief Legal Officer and Secretary of the Company; Executive accepts and agrees to such employment. During Executive\u2019s employment with the Company, Executive shall perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive\u2019s position and shall render such services on the terms set forth herein. During Executive\u2019s employment with the Company, Executive shall report directly to the Chief Executive Officer of the Company or such person(s) as from time to time may be designated by the Company (hereinafter referred to as the \u201cReporting Officer\u201d). Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to Executive by the Reporting Officer, to the extent consistent with Executive\u2019s position and status. Executive agrees to devote all of Executive\u2019s working time, attention and efforts to the Company and to perform the duties of Executive\u2019s position in accordance with the Company\u2019s policies as in effect from time to time. Executive\u2019s principal place of employment shall be the Company\u2019s offices located in Bellevue, Washington.", "references": ["Qualifications", "Authorizations", "No Waivers", "Base Salary", "Effectiveness", "Books", "Duties", "Governing Laws", "Entire Agreements", "Jurisdictions", "Releases", "Non-Disparagement", "Compliance With Laws", "Interpretations", "Binding Effects", "Arbitration", "Effective Dates", "Counterparts", "Tax Withholdings", "Remedies", "Vacations", "Further Assurances", "Applicable Laws", "Intellectual Property", "Disability", "Confidentiality", "Organizations", "Assignments", "Cooperation", "General", "Employment"], "gold": ["Employment"]}
+{"input": "Notwithstanding anything in this Agreement to the contrary but subject to the provisions of Section 15.3.1(i) of the Plan, if (A) a Change in Control occurs and (B) the Grantee has a Change in Control Termination, then any unearned Restricted Stock Units then the Restricted Stock Units shall become immediately earned and vested as of the date of such Change in Control Termination at the greater of (y) target or (z) the actual level of performance under Exhibit A determined as if the Performance Period had ended as of the Company\u2019s fiscal quarter end preceding the Change in Control.", "references": ["Liens", "Releases", "Integration", "No Conflicts", "Intellectual Property", "Interests", "Enforceability", "Erisa", "General", "Duties", "Confidentiality", "Transactions With Affiliates", "Litigations", "Insurances", "Consents", "Sales", "Authorizations", "Employment", "Further Assurances", "Jurisdictions", "Payments", "Survival", "Binding Effects", "Books", "Anti-Corruption Laws", "Defined Terms", "Interpretations", "Venues", "Non-Disparagement", "Use Of Proceeds", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The section headings in this Amendment are included for convenience of reference only and will not constitute a part of this Amendment for any other purpose.", "references": ["Powers", "Records", "Existence", "Use Of Proceeds", "Change In Control", "Definitions", "Confidentiality", "Further Assurances", "Insurances", "Adjustments", "Costs", "Financial Statements", "Amendments", "Sales", "Solvency", "Construction", "Entire Agreements", "Remedies", "Modifications", "Approvals", "Consents", "Terminations", "Indemnifications", "Interpretations", "Severability", "Enforcements", "Governing Laws", "Submission To Jurisdiction", "Binding Effects", "Assignments", "Headings"], "gold": ["Headings"]}
+{"input": "Tenant shall indemnify, defend (with counsel satisfactory to Landlord) and hold Landlord and its agents and employees harmless from all suits, claims, actions, losses, costs and expenses (including, but not limited to, claims for workers\u2019 compensation, attorneys\u2019 fees and costs) based on personal injury or property damage or contract claims (including, but not limited to, claims for breach of warranty) arising from the performance of Tenant\u2019s Work, including (but not limited to) from any early access to the Property by Tenant and its contractors in preparation for Tenant\u2019s Work as contemplated in Section\u00a02.2 of the Lease and in this Workletter. Tenant shall repair or replace (or, at Landlord\u2019s election, reimburse Landlord for the cost of repairing or replacing) any portion of the Improvements and/or any of Landlord\u2019s real or personal property or equipment that is damaged, lost or destroyed in the course of or in connection with the performance of Tenant\u2019s Work.", "references": ["Authority", "Approvals", "Construction", "Confidentiality", "Insurances", "No Waivers", "Closings", "Assigns", "Further Assurances", "Binding Effects", "Benefits", "Vesting", "Agreements", "Duties", "Erisa", "Survival", "Solvency", "Liens", "Adjustments", "Effective Dates", "Notices", "Brokers", "Venues", "Arbitration", "Death", "Modifications", "General", "Remedies", "Qualifications", "Assignments", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "During the Employment Term , reasonable business expenses incurred by Executive in the performance of Executive's duties hereunder shall be reimbursed by the Company in accordance with Company policies.", "references": ["Further Assurances", "Base Salary", "Costs", "Applicable Laws", "Authority", "Headings", "Payments", "Severability", "Agreements", "Organizations", "Warranties", "Modifications", "Construction", "Interests", "No Waivers", "Sales", "Solvency", "Counterparts", "Assignments", "Insurances", "Defined Terms", "Intellectual Property", "Litigations", "Taxes", "Approvals", "Specific Performance", "Non-Disparagement", "Books", "Anti-Corruption Laws", "Effective Dates", "Expenses"], "gold": ["Expenses"]}
+{"input": "Employee will be entitled to paid vacation and holidays pursuant to the terms of the Company\u2019s vacation policy as may exist from time to time.", "references": ["Effectiveness", "Successors", "Death", "Modifications", "Interpretations", "Counterparts", "Remedies", "No Conflicts", "Further Assurances", "Liens", "Indemnity", "Terms", "Litigations", "Existence", "Integration", "Employment", "Compliance With Laws", "Non-Disparagement", "Venues", "No Defaults", "Forfeitures", "Arbitration", "Closings", "Positions", "Withholdings", "Defined Terms", "Governing Laws", "Assignments", "Insurances", "Severability", "Vacations"], "gold": ["Vacations"]}
+{"input": "To the best of Seller Parties\u2019 Knowledge, \u00a0 Seller owns all right, title and interest in and to all trade names used in the Business, Seller\u2019s logo, all assumed business names, trade names, trademarks, service marks and applications pertaining to the Business, free and clear of liens and has the right to use all such assets without payment to a third party. Section 5.18 of the Disclosure Schedules contains a complete and accurate list of all assigned intellectual property that is issued or registered or subject to application for issuance of registration. Seller owns or is licensed to use, free and clear of all liens, all rights in Seller\u2019s interest in the intellectual property rights that are necessary for the operation of the Business. Any licenses not comprising off-the-shelf and commercially available software are identified on Section 5.18 of the Disclosure Schedules. No action is pending or has been threatened by Seller with respect to any intellectual property rights in connection with the operation of the Business, except for a claim against Cindy Mitchell et al. for transferring certain confidential information to Roger Gilmore. Roger Gilmore and Mindy Chezem are employees of Black River Commodities, LLC which is a competitor of the Business. To the best of Seller Parties\u2019 Knowledge, the operation and conduct of the Business by Seller does not infringe, misappropriate, or dilute, and has not infringed, misappropriated, or diluted any intellectual property rights of any third party.", "references": ["Binding Effects", "Titles", "Benefits", "No Conflicts", "Change In Control", "Indemnity", "Effectiveness", "Expenses", "Arbitration", "Subsidiaries", "Releases", "Positions", "Books", "Further Assurances", "Amendments", "Sales", "Successors", "Death", "Waiver Of Jury Trials", "Base Salary", "Headings", "Closings", "Survival", "Consent To Jurisdiction", "Cooperation", "Warranties", "Specific Performance", "Indemnifications", "Submission To Jurisdiction", "Powers", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i)\u00a0the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance with Section\u00a010.06(b)(vi))) or (ii)\u00a0the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , howeve r, (A)\u00a0any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents and (B)\u00a0the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Severability", "General", "Non-Disparagement", "Publicity", "Brokers", "Authorizations", "Effective Dates", "Powers", "Waivers", "Warranties", "Indemnity", "Sanctions", "Financial Statements", "Representations", "Vesting", "Applicable Laws", "Anti-Corruption Laws", "Interpretations", "Specific Performance", "Consent To Jurisdiction", "Terms", "Costs", "Change In Control", "Modifications", "Closings", "No Waivers", "Positions", "Books", "Confidentiality", "Death", "Releases"], "gold": ["Releases"]}
+{"input": "The Plan is intended to comply with Section 409A and any regulations and guidance thereunder and shall be interpreted and operated in accordance with such intent. Notwithstanding anything to the contrary in the Plan, neither the Company, its affiliates, the Board, nor the Compensation Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section 409A, and neither the Company, its affiliates, the Board, nor the Compensation Committee will have any liability to any Participant for such tax or penalty. The laws of the State of Delaware shall govern all questions of law arising with respect to the Plan, without regard to the choice of law principles of any jurisdiction, except where the laws governing the Plan are preempted by the laws of the United States. The Plan is intended to be construed so that the participation in the Plan will be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to regulations and interpretations issued from time to time by the Securities and Exchange Commission. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted. This document constitutes the entire Plan, and supersedes any prior oral or written agreements on the subject matter hereof.", "references": ["Liens", "Change In Control", "Fees", "Governing Laws", "Warranties", "Compliance With Laws", "Existence", "Agreements", "Participations", "General", "Notices", "Publicity", "Withholdings", "No Waivers", "Indemnifications", "Erisa", "Sales", "Binding Effects", "Vesting", "Headings", "Defined Terms", "Solvency", "Interpretations", "Definitions", "Positions", "Records", "Waivers", "Intellectual Property", "Modifications", "Brokers", "Construction"], "gold": ["Construction"]}
+{"input": "By accepting the Option, the Optionee expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of the Option, under the Option, to any Stock acquired under the Option or to proceeds from the disposition thereof, are subject to Rule 6.6 of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 9 of this Agreement.", "references": ["Warranties", "Benefits", "Existence", "Transactions With Affiliates", "Records", "Survival", "Non-Disparagement", "Arbitration", "Duties", "Litigations", "Modifications", "Consents", "Cooperation", "Entire Agreements", "Financial Statements", "No Conflicts", "Waiver Of Jury Trials", "Specific Performance", "Expenses", "Payments", "Terminations", "Positions", "Publicity", "Intellectual Property", "Liens", "Further Assurances", "Sales", "Compliance With Laws", "Indemnifications", "Severability", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Upon the occurrence of an Event of Default, the Member may exercise, in addition to all other rights and remedies provided in this Agreement or available at law or in equity, any one or more of the remedies provided for in Section 14.05(c) below.", "references": ["Liens", "Vacations", "Use Of Proceeds", "Governing Laws", "Amendments", "Headings", "Erisa", "Employment", "Enforceability", "Severability", "Titles", "Intellectual Property", "Waivers", "Disability", "Integration", "Disclosures", "Notices", "Anti-Corruption Laws", "Specific Performance", "Counterparts", "Assigns", "Applicable Laws", "Enforcements", "Litigations", "Binding Effects", "Non-Disparagement", "Venues", "Compliance With Laws", "Financial Statements", "Defined Terms", "Remedies"], "gold": ["Remedies"]}
+{"input": "Set forth on Schedule \u00a03.11 is a complete and accurate summary of the property and casualty insurance program of the Loan Parties as of the Effective Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, exclusions, deductibles, self-insured retention and a description in reasonable detail of any self-insurance program, retrospective rating plan, fronting arrangement or other risk assumption arrangement involving any Loan Party). The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Restricted Subsidiary operates.", "references": ["Warranties", "Adjustments", "Effectiveness", "Transactions With Affiliates", "Disability", "Payments", "Titles", "Enforcements", "Assignments", "Organizations", "Further Assurances", "Intellectual Property", "Indemnifications", "Headings", "Consent To Jurisdiction", "Capitalization", "Vacations", "Assigns", "Withholdings", "Tax Withholdings", "Costs", "Solvency", "Authority", "Use Of Proceeds", "Change In Control", "Notices", "Litigations", "Base Salary", "Representations", "Jurisdictions", "Insurances"], "gold": ["Insurances"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that issues such Letter of Credit or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in each Letter of Credit issued by such Issuing Bank equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (d)\u00a0of this Section, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Definitions", "Entire Agreements", "Titles", "Vesting", "Governing Laws", "Waivers", "Financial Statements", "Disclosures", "Change In Control", "Severability", "Counterparts", "No Defaults", "Employment", "Expenses", "Sanctions", "Jurisdictions", "Successors", "Liens", "Insurances", "Indemnifications", "Qualifications", "Payments", "Compliance With Laws", "Confidentiality", "Adjustments", "Assignments", "Capitalization", "Submission To Jurisdiction", "Authority", "Enforceability", "Participations"], "gold": ["Participations"]}
+{"input": "Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company\u2019s debt (other than payment of trade accounts payable and accrued expenses in the ordinary course of the Company\u2019s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.", "references": ["Releases", "Specific Performance", "Enforcements", "Erisa", "Insurances", "Representations", "Waivers", "Qualifications", "Intellectual Property", "Remedies", "Change In Control", "Books", "Miscellaneous", "Vesting", "No Waivers", "Non-Disparagement", "Duties", "Amendments", "Jurisdictions", "Successors", "Publicity", "Records", "Authorizations", "Authority", "Adjustments", "Arbitration", "Organizations", "Payments", "Applicable Laws", "Submission To Jurisdiction", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Sponsor or holder of Registrable Securities or of any assignee of the Sponsor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.\u00a0 Any additional holder of Registrable Securities may become party to this Agreement by executing and delivering a joinder to the Company and the Sponsor in form and substance reasonably satisfactory to the Company.", "references": ["Agreements", "Indemnifications", "Authorizations", "Benefits", "Jurisdictions", "Severability", "Insurances", "Entire Agreements", "Terms", "Closings", "Forfeitures", "Transactions With Affiliates", "Further Assurances", "Adjustments", "Liens", "No Defaults", "Intellectual Property", "Specific Performance", "Erisa", "Approvals", "Integration", "Fees", "Confidentiality", "Use Of Proceeds", "Successors", "Releases", "Waiver Of Jury Trials", "Enforceability", "Books", "Consent To Jurisdiction", "Assignments"], "gold": ["Assignments"]}
+{"input": "If the Employee has a Separation from Service prior to the Three-Year Anniversary Date by reason of death, then on the date of the Employee\u2019s death the Award (in the case of death prior to the Certification Date, without regard to the adjustment set forth in Section 2, and in the case of death on or following the Certification Date, after the adjustment set forth in Section 2) shall become nonforfeitable and the Restriction Period with respect to the Award shall terminate.\u00a0 Within seventy (70) days following the date of the Employee\u2019s death, the Company shall issue to the Employee\u2019s designated beneficiary in a single payment the shares of Common Stock subject to the Award .", "references": ["Counterparts", "Transactions With Affiliates", "Agreements", "Benefits", "Submission To Jurisdiction", "Terms", "Assigns", "Effective Dates", "Titles", "Assignments", "Authority", "Positions", "Consent To Jurisdiction", "Successors", "Use Of Proceeds", "Financial Statements", "Interests", "Costs", "Subsidiaries", "Applicable Laws", "Integration", "Litigations", "Further Assurances", "Venues", "Adjustments", "Vesting", "Authorizations", "Solvency", "Intellectual Property", "Disability", "Death"], "gold": ["Death"]}
+{"input": "THIS EIGHTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.", "references": ["Costs", "Cooperation", "Participations", "Waivers", "Survival", "No Conflicts", "Organizations", "Erisa", "Binding Effects", "Expenses", "Further Assurances", "Non-Disparagement", "Qualifications", "Publicity", "Interests", "Books", "Litigations", "Definitions", "Authority", "Assigns", "Anti-Corruption Laws", "Vesting", "Successors", "Disclosures", "Base Salary", "Employment", "Assignments", "Notices", "No Defaults", "Terms", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "(a)\u00a0Except as set forth (including estimates of the dollar amounts involved) on Schedule 5.4 hereto and (b)\u00a0except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as \u201c Ordinary Course Litigation \u201d), no claim, litigation (including derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary (i)\u00a0which would, if adversely determined, have a Material Adverse Effect or (ii)\u00a0which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4 , the Borrower has no material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section \u00a05.3 .", "references": ["No Defaults", "Waivers", "Disability", "Transactions With Affiliates", "Warranties", "Death", "Taxes", "Titles", "Disclosures", "Waiver Of Jury Trials", "Participations", "Counterparts", "Organizations", "Terminations", "Sales", "Construction", "Headings", "Employment", "Survival", "Modifications", "Payments", "Venues", "Enforceability", "Vacations", "Effectiveness", "Indemnifications", "Definitions", "Costs", "Books", "Successors", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Participant accepts this Award subject to all the terms and provisions of this Agreement and the terms and conditions of the Plan.\u00a0\u00a0The undersigned Participant hereby accepts as binding, conclusive, and final all decisions or interpretations of the Plan Administrator upon any questions arising under this Agreement.", "references": ["Construction", "Successors", "Applicable Laws", "Withholdings", "Remedies", "Sales", "Modifications", "Use Of Proceeds", "Indemnity", "Indemnifications", "Financial Statements", "Assigns", "Fees", "No Conflicts", "Intellectual Property", "Definitions", "Solvency", "Warranties", "Death", "Counterparts", "Agreements", "Authority", "Participations", "Duties", "Taxes", "Brokers", "Enforcements", "Payments", "Positions", "Further Assurances", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Consultant will indemnify and keep the Company, its affiliates, subsidiaries, and related companies and its and their present, former, and future successors and assigns, and all of its and their present, former, and future officers, employees, trustees, managers, and agents (\u201cIndemnitees\u201d), forever harmless against and from all liability, demands, claims, losses, damages, and expenses (including reasonable attorneys\u2019 fees) sustained or incurred by Indemnitees as a result of or arising from or relating to any breach that is the result of any intentional misconduct or gross negligence by Consultant. Consultant will maintain appropriate liability coverage with respect to the activities of Consultant.", "references": ["Duties", "Waivers", "Compliance With Laws", "Litigations", "Interests", "Assignments", "Positions", "Use Of Proceeds", "Enforceability", "Erisa", "Specific Performance", "Death", "Construction", "Participations", "Sanctions", "Terms", "Non-Disparagement", "Employment", "Cooperation", "Venues", "Authorizations", "Sales", "Vesting", "Counterparts", "Modifications", "Withholdings", "Miscellaneous", "Binding Effects", "Waiver Of Jury Trials", "No Defaults", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The rights and obligations contained in Sections 3, 6, 7, 8, 9, and 11\u00a0will survive any termination of this Agreement.", "references": ["Insurances", "Submission To Jurisdiction", "Notices", "Taxes", "Headings", "General", "Defined Terms", "Duties", "Employment", "Assigns", "Governing Laws", "Litigations", "Counterparts", "Closings", "No Waivers", "Interests", "Compliance With Laws", "Approvals", "Representations", "Venues", "Expenses", "Applicable Laws", "Specific Performance", "Powers", "Arbitration", "Authorizations", "Disclosures", "Jurisdictions", "Construction", "Waiver Of Jury Trials", "Survival"], "gold": ["Survival"]}
+{"input": "All amounts due under this Section 10.04 shall be payable not later than ten (10) Business Days after demand therefor.", "references": ["Agreements", "Waiver Of Jury Trials", "Books", "Disclosures", "Further Assurances", "Organizations", "Base Salary", "Severability", "Terminations", "Waivers", "General", "Modifications", "Interpretations", "Duties", "Notices", "Effectiveness", "Terms", "Brokers", "Authorizations", "Forfeitures", "Consent To Jurisdiction", "Adjustments", "Specific Performance", "Amendments", "Subsidiaries", "Arbitration", "Erisa", "Publicity", "Representations", "Approvals", "Payments"], "gold": ["Payments"]}
+{"input": "Except as could not reasonably be expected to result in a Material Adverse Effect, (a)\u00a0such Grantor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any partnership agreement or limited liability company agreement to which such Grantor is a party, and such Grantor is not in violation of any other material provisions of any partnership agreement or limited liability company agreement to which such Grantor is a party, or otherwise in default or violation thereunder and (b)\u00a0no Partnership Interest or Membership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any Person with respect thereto.", "references": ["Transactions With Affiliates", "Forfeitures", "Agreements", "Applicable Laws", "Consent To Jurisdiction", "Severability", "Non-Disparagement", "Successors", "Liens", "Disability", "Indemnity", "Jurisdictions", "Duties", "Closings", "Interpretations", "Insurances", "Confidentiality", "Consents", "Qualifications", "Venues", "Specific Performance", "Tax Withholdings", "Integration", "Interests", "Modifications", "Benefits", "Remedies", "Submission To Jurisdiction", "Taxes", "Authority", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The Issuer will not, and will not permit any other Note Party to, enter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm\u2019s length transaction with a Person not an Affiliate; provided that the foregoing shall not apply to (a) \u00a0transactions among the Issuer or its Affiliates, on the one hand, and any Holder or Person affiliated therewith, on the other hand, in connection with the Series B Redeemable Preferred Stock Issuance, the Notes or the Note Documents, (b) \u00a0transactions among the Issuer and its Affiliates entered into in connection with the Crude Oil Gathering Agreement, the Gas Gathering Agreement and the Transition Services Agreement (in each case as defined in the Business Combination Agreement), (c) transactions between the Issuer or its Affiliates with RRI or its Affiliates for financial advisory, underwriting, capital raising, and other services, (d) \u00a0transactions between the Issuer and the Note Parties and (e) \u00a0any transactions pursuant to the Tax Receivable Agreement.", "references": ["Existence", "Disclosures", "Further Assurances", "Subsidiaries", "Amendments", "Cooperation", "Fees", "Remedies", "Confidentiality", "Titles", "Binding Effects", "Representations", "No Conflicts", "Qualifications", "Jurisdictions", "Adjustments", "Consents", "Entire Agreements", "Arbitration", "Powers", "Financial Statements", "Solvency", "Closings", "Assignments", "Indemnifications", "Forfeitures", "Effectiveness", "Benefits", "Approvals", "Authority", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "EACH PARTY HERETO, HOLDINGS AND EACH OTHER GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO AND HOLDINGS AND THE OTHER GRANTORS (A) \u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) \u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO AND HOLDINGS AND THE OTHER GRANTORS FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.", "references": ["Benefits", "Representations", "Capitalization", "Modifications", "Enforceability", "Warranties", "Consents", "Intellectual Property", "Change In Control", "Applicable Laws", "Sanctions", "Jurisdictions", "Adjustments", "Construction", "Non-Disparagement", "Liens", "Closings", "Further Assurances", "Qualifications", "Submission To Jurisdiction", "Sales", "Vacations", "Assignments", "Financial Statements", "No Defaults", "Successors", "Anti-Corruption Laws", "Vesting", "Base Salary", "Terms", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Company agrees that, upon the expiration of this Agreement or termination of this Agreement for any reason, AT&T may elect (on written notice to Company) to have Company continue to provide the AADS to End Users who have subscribed to the AADS on or before such expiration or termination.", "references": ["Effectiveness", "Enforcements", "Binding Effects", "Disability", "Construction", "Anti-Corruption Laws", "Employment", "Forfeitures", "Terminations", "Arbitration", "Solvency", "Amendments", "Disclosures", "Definitions", "Costs", "Sales", "Participations", "Tax Withholdings", "Releases", "Insurances", "Further Assurances", "Taxes", "Existence", "Positions", "Financial Statements", "Authorizations", "Titles", "Sanctions", "Authority", "Jurisdictions", "Survival"], "gold": ["Survival"]}
+{"input": "Capitalized terms not defined herein shall have the meanings ascribed to them in the Loan Agreement.", "references": ["Amendments", "Financial Statements", "No Conflicts", "Further Assurances", "Death", "Remedies", "Fees", "Erisa", "Compliance With Laws", "Powers", "Survival", "Existence", "Assignments", "Disability", "Duties", "Arbitration", "No Waivers", "Employment", "Costs", "Capitalization", "No Defaults", "Disclosures", "Anti-Corruption Laws", "Approvals", "Liens", "Miscellaneous", "Withholdings", "Vacations", "General", "Interpretations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or other public disclosure (including any filings with the SEC) with respect to such transactions as is required by applicable law and regulations so long as the Company and its counsel consult with the Buyer in connection with any such press release or other public disclosure at least two (2) Business Days prior to its release; provided, however, that the Company\u2019s obligations pursuant to this Section 11(i) shall not apply if the material provisions of such press release, SEC filing, or other public disclosure previously has been publicly disclosed by the Company in accordance with this Section 11(i). The Buyer must be provided with a copy thereof at least one (1) Business Day prior to any release or use by the Company thereof.", "references": ["Governing Laws", "Representations", "Further Assurances", "Liens", "Entire Agreements", "Defined Terms", "Use Of Proceeds", "Remedies", "No Defaults", "Waivers", "Modifications", "Consents", "Subsidiaries", "Sanctions", "Definitions", "Approvals", "Vacations", "Expenses", "Anti-Corruption Laws", "Disclosures", "No Waivers", "Vesting", "Enforceability", "Sales", "Effectiveness", "Warranties", "Terms", "Payments", "Interests", "Waiver Of Jury Trials", "Publicity"], "gold": ["Publicity"]}
+{"input": "No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.", "references": ["Arbitration", "Survival", "Employment", "Brokers", "Warranties", "Participations", "General", "Forfeitures", "Enforceability", "Erisa", "Indemnifications", "Vesting", "Effectiveness", "Governing Laws", "Disability", "Interpretations", "Entire Agreements", "Successors", "Adjustments", "Assignments", "Enforcements", "Specific Performance", "Withholdings", "Change In Control", "Consent To Jurisdiction", "Costs", "Representations", "Integration", "Applicable Laws", "Waiver Of Jury Trials", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The closing of the Repurchase Transaction (the \u201c Closing \u201d) will take place at the offices of Perkins Coie LLP, 1900 Sixteenth Street, Denver, Colorado 80202 on the 3rd business day following the date of this Agreement (the \u201c Closing Date \u201d). At the Closing, (0) Sellers shall deliver or cause to be delivered to Purchaser certificates representing the Purchased Shares and the Converted Shares, together with such endorsements and other transfer documents as may be reasonably requested by Purchaser or necessary to transfer to Purchaser right, title and interest in and to the Purchased Shares or to cancel the Converted Shares, (b) Purchaser shall pay to Sellers the Consideration in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by Sellers to Purchaser and (c) each Seller will deliver to Purchaser a duly completed and executed conversion notice in the form provided by Purchaser.", "references": ["Assignments", "Miscellaneous", "Governing Laws", "Disclosures", "Survival", "Tax Withholdings", "Transactions With Affiliates", "General", "No Waivers", "Counterparts", "Modifications", "Indemnifications", "Sanctions", "Payments", "Consents", "Vesting", "Brokers", "Taxes", "Remedies", "Confidentiality", "Intellectual Property", "Waivers", "Terms", "Authorizations", "Specific Performance", "Base Salary", "Enforcements", "Consent To Jurisdiction", "Severability", "Waiver Of Jury Trials", "Closings"], "gold": ["Closings"]}
+{"input": "In the event one or more of the provisions of this Warrant should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Warrant, and this Warrant shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.", "references": ["Disability", "Waiver Of Jury Trials", "Tax Withholdings", "Terms", "Headings", "Specific Performance", "Further Assurances", "Payments", "Entire Agreements", "Compliance With Laws", "Financial Statements", "Employment", "Capitalization", "Litigations", "Assigns", "Duties", "Interpretations", "Qualifications", "Notices", "Organizations", "Successors", "Authority", "No Defaults", "Base Salary", "Assignments", "General", "Interests", "Binding Effects", "Benefits", "Vacations", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the state of Utah.", "references": ["Approvals", "Capitalization", "Forfeitures", "Disclosures", "Further Assurances", "Organizations", "Remedies", "Effective Dates", "Warranties", "Subsidiaries", "Modifications", "Books", "Participations", "Miscellaneous", "Brokers", "Liens", "Sanctions", "Payments", "Duties", "Waivers", "Interests", "Assigns", "Existence", "Successors", "Consents", "Publicity", "Transactions With Affiliates", "Terminations", "Specific Performance", "Intellectual Property", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company is authorized to purchase, own and be the beneficiary of a policy of insurance of the life of Executive in such amounts as the Company may elect to compensate the Company for the loss of Executive. If requested by the Company, Executive shall submit to such examinations as may be prescribed by the Company\u2019s insurer in furtherance of such application for insurance.", "references": ["Headings", "Duties", "Sanctions", "Vacations", "Fees", "Warranties", "Use Of Proceeds", "Modifications", "Non-Disparagement", "Terminations", "Interpretations", "Closings", "Severability", "Authority", "Benefits", "Confidentiality", "Expenses", "No Waivers", "Jurisdictions", "Entire Agreements", "Books", "Positions", "Publicity", "Transactions With Affiliates", "Costs", "Compliance With Laws", "Indemnifications", "Sales", "Employment", "Subsidiaries", "Insurances"], "gold": ["Insurances"]}
+{"input": "Neither Buyer nor Seller shall be entitled to assign this Supply Agreement or any PO that incorporates this Supply Agreement to a third party non-Affiliate without the prior written consent of the other Party. Any assignee of Seller or Buyer shall be bound by the terms and conditions of this Supply Agreement.", "references": ["Forfeitures", "Authorizations", "Warranties", "Terms", "Defined Terms", "Change In Control", "Notices", "Applicable Laws", "Counterparts", "No Defaults", "Employment", "Successors", "Agreements", "Terminations", "Enforcements", "Enforceability", "Sales", "Arbitration", "Tax Withholdings", "Vesting", "Interpretations", "Positions", "Waivers", "Titles", "Construction", "Severability", "Remedies", "Transactions With Affiliates", "Non-Disparagement", "Books", "Assignments"], "gold": ["Assignments"]}
+{"input": "Upon the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent within ten days of (i) the occurrence of a Default or Event of Default, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto and (ii) the occurrence of any of the following with respect to the Borrower or any of its Subsidiaries (A) the pendency or commencement of any litigation, arbitration or governmental proceeding against the Borrower or any of its Subsidiaries which, if adversely determined, would have or would reasonably be expected to have a Material Adverse Effect, (B) one or more judgments, orders, or decrees shall be entered against the Borrower or any of its Subsidiaries involving a liability of $20,000,000 or more, in the aggregate or (C) the institution of any proceedings against the Borrower or any of its Subsidiaries with respect to, or the receipt of notice by such Person of potential liability or responsibility for violation or alleged violation of, any federal, state or local law, rule or regulation (including, without limitation, any Environmental Law), the violation of which would have or would reasonably be expected to have a Material Adverse Effect.", "references": ["Applicable Laws", "Powers", "Existence", "Participations", "Employment", "Taxes", "Positions", "Fees", "Enforceability", "Survival", "Definitions", "Duties", "Qualifications", "Payments", "Records", "Titles", "Submission To Jurisdiction", "Death", "Brokers", "Headings", "Counterparts", "Sales", "Arbitration", "Specific Performance", "Adjustments", "Assignments", "Agreements", "Capitalization", "Litigations", "Miscellaneous", "Notices"], "gold": ["Notices"]}
+{"input": "Except as described on Schedule 4.17 , there are no pending actions, suits or proceedings against or affecting the Company, its Subsidiaries or any of its or their properties; and to the Company\u2019s Knowledge, no such actions, suits or proceedings are threatened or contemplated. Neither the Company nor any Subsidiary, nor any director or executive officer thereof, is or since January 1, 2013 has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company\u2019s Knowledge, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the 1933 Act or the 1934 Act.", "references": ["Powers", "Subsidiaries", "Sales", "Headings", "Assignments", "Consent To Jurisdiction", "Participations", "Existence", "General", "Financial Statements", "Positions", "Brokers", "Waivers", "Assigns", "Disability", "Solvency", "Jurisdictions", "Specific Performance", "Taxes", "Enforcements", "No Defaults", "Notices", "Vesting", "Death", "No Conflicts", "Capitalization", "Venues", "Publicity", "Authorizations", "Cooperation", "Litigations"], "gold": ["Litigations"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or a Borrower or any of a Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.\u00a0 For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.", "references": ["Litigations", "Sanctions", "Binding Effects", "Vacations", "Terms", "Titles", "Compliance With Laws", "No Conflicts", "Subsidiaries", "Positions", "Jurisdictions", "Enforceability", "Notices", "Withholdings", "Warranties", "Applicable Laws", "Death", "Employment", "Insurances", "Approvals", "Headings", "Waiver Of Jury Trials", "Forfeitures", "Venues", "Change In Control", "Intellectual Property", "Further Assurances", "Arbitration", "Benefits", "Disclosures", "Participations"], "gold": ["Participations"]}
+{"input": "The Company hereby employs the Executive, and the Executive hereby accepts such employment, as the Chief Financial Officer, Treasurer and Controller of the Company, effective as of the Effective Date, on the terms and subject to the conditions of this Agreement. The Executive agrees to perform such duties and responsibilities as are customarily performed by persons acting in such capacity or as are assigned to Executive from time to time by the Board of Directors of the Company or its designees. The Executive acknowledges and agrees that from time to time the Company may assign Executive additional positions with the Company or the Company\u2019s subsidiaries, with such title, duties and responsibilities as shall be determined by the Company, provided such duties and responsibilities shall be consistent with those customarily performed by a chief financial officer, treasurer or controller of a corporation. The Executive agrees to serve in any and all such positions without additional compensation. The Executive will report directly to the Chief Executive Officer of the Company.", "references": ["Definitions", "Consent To Jurisdiction", "Brokers", "Payments", "Notices", "Further Assurances", "Employment", "Death", "Governing Laws", "Sales", "Expenses", "Construction", "Indemnifications", "Liens", "Publicity", "Litigations", "Effectiveness", "Participations", "Compliance With Laws", "Fees", "Specific Performance", "Records", "Anti-Corruption Laws", "Effective Dates", "Approvals", "Sanctions", "Confidentiality", "No Defaults", "Assignments", "Disclosures", "Positions"], "gold": ["Positions"]}
+{"input": "The parties to each assignment shall execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire.", "references": ["Notices", "Change In Control", "Titles", "Payments", "Agreements", "Entire Agreements", "Taxes", "Authorizations", "Successors", "Binding Effects", "Sales", "Forfeitures", "Amendments", "Powers", "Records", "Disclosures", "Modifications", "Governing Laws", "Financial Statements", "Severability", "Expenses", "Vesting", "Interpretations", "Disability", "Existence", "No Conflicts", "Compliance With Laws", "No Waivers", "Non-Disparagement", "Death", "Assignments"], "gold": ["Assignments"]}
+{"input": "It shall, and shall cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.11 .", "references": ["Integration", "Amendments", "Waivers", "Waiver Of Jury Trials", "Base Salary", "Employment", "Authorizations", "Specific Performance", "Financial Statements", "Records", "Capitalization", "Books", "Authority", "Assigns", "Effective Dates", "Agreements", "Terminations", "Consent To Jurisdiction", "Participations", "Vacations", "Counterparts", "Disclosures", "Withholdings", "Releases", "No Conflicts", "Applicable Laws", "Adjustments", "Interpretations", "Binding Effects", "Benefits", "Existence"], "gold": ["Existence"]}
+{"input": "The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "references": ["Participations", "Notices", "Assignments", "Waiver Of Jury Trials", "Transactions With Affiliates", "Publicity", "Solvency", "Titles", "No Conflicts", "Effectiveness", "Survival", "Forfeitures", "Counterparts", "Effective Dates", "Closings", "Construction", "Liens", "Modifications", "Vesting", "Adjustments", "Enforcements", "Specific Performance", "Erisa", "Records", "Benefits", "Taxes", "Disability", "Indemnifications", "Severability", "Further Assurances", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, e-mail, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: Joseph Daches, facsimile number (210) 999-5401, JDaches@lilisenergy.com or such other facsimile number, e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 14 . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (i) the date of transmission (if there is no receipt of notice of a failed delivery to the notice party), if such notice or communication is delivered via e-mail attachment as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (Houston, Texas time) on a Business Day, (ii) the next Business Day after the date of transmission (if there is no receipt of notice of a failed delivery to the notice party), if such notice or communication is delivered via e-mail attachment as set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (Houston, Texas time) on any Business Day, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.", "references": ["Modifications", "Binding Effects", "Definitions", "Agreements", "Capitalization", "Assignments", "Disclosures", "Erisa", "Records", "Headings", "Amendments", "Non-Disparagement", "Integration", "Indemnifications", "Successors", "Counterparts", "Entire Agreements", "Tax Withholdings", "Publicity", "Effective Dates", "Approvals", "Anti-Corruption Laws", "Effectiveness", "Benefits", "Death", "Enforcements", "Disability", "Consents", "Applicable Laws", "Organizations", "Notices"], "gold": ["Notices"]}
+{"input": "If any provision of the Agreement shall be held to be invalid, the remainder of the Agreement shall not be affected thereby.", "references": ["Sanctions", "Releases", "Duties", "Indemnity", "Benefits", "Arbitration", "Remedies", "Enforcements", "No Defaults", "Positions", "Notices", "Effective Dates", "Submission To Jurisdiction", "General", "Forfeitures", "Authority", "Transactions With Affiliates", "Governing Laws", "Venues", "Waiver Of Jury Trials", "Payments", "Base Salary", "Indemnifications", "Headings", "Interpretations", "Closings", "Organizations", "Powers", "Counterparts", "Erisa", "Severability"], "gold": ["Severability"]}
+{"input": "The Company shall use the collective proceeds from the sale of the Securities to partially fund the Acquisition and related expenses.", "references": ["Warranties", "Integration", "Enforceability", "Employment", "No Waivers", "Books", "Litigations", "Vesting", "Survival", "General", "Counterparts", "Records", "Compliance With Laws", "Consents", "Interpretations", "Terms", "Solvency", "Confidentiality", "Financial Statements", "Transactions With Affiliates", "Closings", "Indemnifications", "Approvals", "Further Assurances", "Disability", "Specific Performance", "Remedies", "Effective Dates", "Assignments", "Benefits", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Your base pay and incentives are tied to the Host Country compensation system and your salary will be reviewed under the normal Host Country salary administration guidelines. You will be paid an annual salary of $400,000. You will be paid on a bi-weekly basis (every other Friday) in accordance with Franklin Templeton\u2019s regular payroll procedures.", "references": ["Intellectual Property", "Enforcements", "General", "Capitalization", "Specific Performance", "Remedies", "Vesting", "Governing Laws", "Severability", "Assignments", "Survival", "Releases", "Consents", "Employment", "Transactions With Affiliates", "Assigns", "Withholdings", "Sales", "Subsidiaries", "Records", "Terminations", "Enforceability", "Submission To Jurisdiction", "Definitions", "Costs", "Qualifications", "Warranties", "Duties", "Authority", "Forfeitures", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The parties intend this Agreement to be enforced as written.\u00a0\u00a0However, (i) if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision or the geographic area covered thereby, the court making such determination will have the power to reduce the duration and/or geographic area of such provision, and/or to delete specific words and phrases (\u201cblue-penciling\u201d), and in its reduced or blue-penciled form such provision will then be enforceable and will be enforced.", "references": ["Jurisdictions", "Non-Disparagement", "Payments", "Binding Effects", "Governing Laws", "Withholdings", "Disability", "Amendments", "Participations", "Applicable Laws", "Waivers", "Survival", "Cooperation", "Forfeitures", "Notices", "Approvals", "Books", "Definitions", "Confidentiality", "Effective Dates", "Adjustments", "Sales", "Compliance With Laws", "Base Salary", "Warranties", "Fees", "Brokers", "Authority", "Terminations", "Financial Statements", "Severability"], "gold": ["Severability"]}
+{"input": "AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO BLUESPHERE THE MONIES HEREUNDER, BLUESPHERE HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS NOTE AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.", "references": ["Positions", "Qualifications", "Notices", "Severability", "Costs", "Benefits", "Interpretations", "Use Of Proceeds", "Employment", "Participations", "Fees", "Construction", "Submission To Jurisdiction", "Records", "Litigations", "Headings", "Tax Withholdings", "Further Assurances", "Withholdings", "Terminations", "Indemnifications", "Arbitration", "Agreements", "Authority", "Compliance With Laws", "Miscellaneous", "Subsidiaries", "Duties", "Cooperation", "Books", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Service Recipient shall pay to Service Provider all undisputed amounts documented in each invoice in U.S. Dollars within forty five (45) days of receipt of an invoice from Service Provider, to the bank account set out in the applicable invoice, or such other method agreed upon by the Parties.\u00a0 All payments shall be made in full without any withholding, deduction or setoff except as may be required by applicable Law.\u00a0 If Service Recipient is required to deduct or withhold any amount under applicable Law, it shall be obliged to pay to Service Provider such sum as will, after such deduction or withholding has been made, leave Service Provider with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. The Parties will use reasonable efforts to provide each other with any and all documentation required by any Taxing authority to reduce or eliminate any Taxes or withholding.", "references": ["Use Of Proceeds", "Modifications", "Remedies", "Waiver Of Jury Trials", "Amendments", "Confidentiality", "Successors", "Counterparts", "Notices", "Withholdings", "Solvency", "Intellectual Property", "Releases", "Adjustments", "Authorizations", "Approvals", "Assignments", "Indemnity", "Agreements", "Applicable Laws", "Compliance With Laws", "Sales", "Forfeitures", "Tax Withholdings", "Costs", "Definitions", "Transactions With Affiliates", "Death", "Enforceability", "Jurisdictions", "Payments"], "gold": ["Payments"]}
+{"input": "All agreements of the Issuer in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee and Collateral Agent in this Supplemental Indenture shall bind their successors.", "references": ["Entire Agreements", "Expenses", "Disclosures", "Definitions", "Confidentiality", "Subsidiaries", "Anti-Corruption Laws", "Assigns", "Interests", "Indemnifications", "Litigations", "Enforceability", "Fees", "Qualifications", "Counterparts", "Use Of Proceeds", "Modifications", "Costs", "Titles", "Base Salary", "Amendments", "Records", "Jurisdictions", "Assignments", "Governing Laws", "Specific Performance", "Authority", "Waivers", "Arbitration", "Disability", "Successors"], "gold": ["Successors"]}
+{"input": "Solely to the extent permitted by Section 409A of the Code, the Company shall require the Eligible Employee to reduce the amount of the Eligible Employee\u2019s desired deferral by the amount of payroll taxes, income taxes and Code Section 125 benefit plan contributions that are required to be withheld or paid on such deferral (and for which there would otherwise be insufficient funds).", "references": ["Venues", "Arbitration", "Death", "Sales", "Compliance With Laws", "Brokers", "Enforcements", "Base Salary", "Employment", "Enforceability", "Construction", "Notices", "Insurances", "Participations", "Definitions", "Entire Agreements", "Headings", "Non-Disparagement", "Anti-Corruption Laws", "Amendments", "Survival", "Closings", "Further Assurances", "Interpretations", "Change In Control", "Capitalization", "Use Of Proceeds", "Tax Withholdings", "Successors", "Litigations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Property Manager, unless otherwise requested, shall obtain and verify bills for real estate and personal property taxes, general and special real property assessments and other like charges (collectively \u201cTaxes\u201d) which are, or may become, liens against the Property and appeal such Taxes as the Property Manager may decide, in its reasonable judgment, to be prudent. The Property Manager shall report any such Taxes that materially exceed the amounts contemplated by the Budget to the Property Owner prior to the Property Manager\u2019s payment thereof. The Property Manager, if requested by the Property Owner, will prepare an application for correction of the assessed valuation (in cooperation with the Property Owner) to be filed with the appropriate governmental agency. The Property Manager shall pay, within the time required to obtain discounts, from funds provided by the Property Owner or from the Operating Account, all utilities, Taxes and payments due under each lease, mortgage, deed of trust or other security instrument, if any, affecting the Property. To the extent contemplated by the Budget (as may be revised from time to time), the Property Manager may make any such payments and pay customary rates to tax professionals for related tax services without the additional approval of the Property Owner.", "references": ["Counterparts", "Solvency", "Binding Effects", "Liens", "Financial Statements", "Releases", "Insurances", "Enforcements", "No Waivers", "Forfeitures", "Integration", "Remedies", "Withholdings", "Organizations", "Qualifications", "Capitalization", "Further Assurances", "Specific Performance", "Use Of Proceeds", "Confidentiality", "Expenses", "Disclosures", "Compliance With Laws", "Vacations", "General", "Publicity", "Headings", "Entire Agreements", "Tax Withholdings", "Effective Dates", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except as required by applicable law or the rules or regulations of any governmental authority or by the order of any court of competent jurisdiction, each Party agrees that such Party shall not, directly or indirectly (through such Party\u2019s Related Parties or otherwise), make, publish or cause to be made or published any statement or remark concerning the subject matter of the Merger Transaction Documents, the participation or involvement of the Parties in the transactions contemplated by the Merger Transaction Documents or the reasons for or any of the events or circumstances surrounding the termination of the transactions contemplated by the Merger Agreement that could reasonably be understood as disparaging the business or conduct of the other Parties or their respective Related Parties or as intended to harm the business or reputation of the other Parties or their respective Related Parties. The Company acknowledges and agrees that Spherix shall have the right to publicly disclosed the termination of the Merger Agreement as described herein in a press release and/or in a Current Report on Form 8-K or other filing with the Commission under the Exchange Act as determined by Spherix in its sole discretion.", "references": ["Sanctions", "Erisa", "Definitions", "Duties", "Approvals", "Releases", "Further Assurances", "Confidentiality", "Transactions With Affiliates", "Qualifications", "Consent To Jurisdiction", "Liens", "Tax Withholdings", "No Conflicts", "Closings", "Arbitration", "Use Of Proceeds", "Remedies", "Capitalization", "Entire Agreements", "Powers", "Publicity", "Waiver Of Jury Trials", "Intellectual Property", "Adjustments", "Construction", "Participations", "Counterparts", "Forfeitures", "Terms", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Subject to the terms and conditions of this Agreement, upon request of the Parent, the Shareholder shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to fulfill the Shareholder\u2019s obligations under this Agreement.", "references": ["Terms", "Books", "Litigations", "Headings", "No Conflicts", "Survival", "Base Salary", "Assignments", "Submission To Jurisdiction", "Consents", "Duties", "Change In Control", "Integration", "Warranties", "Confidentiality", "Disability", "Capitalization", "Brokers", "Miscellaneous", "Anti-Corruption Laws", "Qualifications", "Liens", "Specific Performance", "Amendments", "Assigns", "Closings", "Forfeitures", "Waivers", "Terminations", "Powers", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Notes.", "references": ["Existence", "Organizations", "Taxes", "Transactions With Affiliates", "Use Of Proceeds", "Authorizations", "Specific Performance", "Capitalization", "General", "Interpretations", "Indemnity", "Tax Withholdings", "Benefits", "Interests", "Definitions", "Brokers", "Notices", "Liens", "Consents", "Forfeitures", "Applicable Laws", "Waiver Of Jury Trials", "Financial Statements", "Indemnifications", "Effectiveness", "Vesting", "Participations", "Warranties", "Disclosures", "Change In Control", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The provisions of the Plan applicable to adjustments (as described in Section 4 of the Plan) shall apply to the RSUs.", "references": ["Vesting", "Consents", "Forfeitures", "Disability", "Anti-Corruption Laws", "Remedies", "Transactions With Affiliates", "Interpretations", "Duties", "Indemnity", "Successors", "Assignments", "Costs", "Existence", "Cooperation", "Withholdings", "Governing Laws", "Vacations", "Terminations", "Capitalization", "Benefits", "Erisa", "Compliance With Laws", "Authority", "Subsidiaries", "No Waivers", "Payments", "Defined Terms", "Base Salary", "Severability", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "It is understood and agreed that all payments under this Agreement shall be subject to all required deductions and withholdings.", "references": ["Successors", "Defined Terms", "Specific Performance", "Effectiveness", "Existence", "Sanctions", "Assignments", "Compliance With Laws", "Consent To Jurisdiction", "Authority", "Terminations", "No Conflicts", "Tax Withholdings", "Vacations", "No Defaults", "Consents", "Solvency", "Binding Effects", "Costs", "Titles", "Organizations", "Adjustments", "Financial Statements", "Amendments", "Positions", "Taxes", "Confidentiality", "Representations", "Entire Agreements", "Participations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Each signatory of this Amendment on behalf of Tenant represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.", "references": ["Effectiveness", "Terms", "Anti-Corruption Laws", "Death", "Employment", "Applicable Laws", "Non-Disparagement", "Sanctions", "Costs", "Binding Effects", "Brokers", "Forfeitures", "Interpretations", "Adjustments", "Financial Statements", "Successors", "Vacations", "Jurisdictions", "Counterparts", "Change In Control", "Agreements", "Enforcements", "Base Salary", "Vesting", "General", "Positions", "Remedies", "No Waivers", "Benefits", "Expenses", "Authority"], "gold": ["Authority"]}
+{"input": "Neither the Board nor any Committee member, nor any Person acting at the direction of the Board or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with respect to the Plan or any Award or Award Agreement.\u00a0The Company and its Subsidiaries shall pay or reimburse any member of the Committee, as well as any other Person who takes action on behalf of the Plan, for all reasonable expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorney\u2019s fees) arising out of their good faith performance of duties on behalf of the Company with respect to the Plan.\u00a0The Company and its Subsidiaries may, but shall not be required to, obtain liability insurance for this purpose.", "references": ["Survival", "Assignments", "Remedies", "Expenses", "Employment", "Authorizations", "Anti-Corruption Laws", "Litigations", "Assigns", "Qualifications", "Waivers", "Consents", "Releases", "Vacations", "Closings", "Records", "Venues", "Liens", "Severability", "Enforceability", "Terms", "Modifications", "Further Assurances", "Agreements", "Duties", "Jurisdictions", "General", "Terminations", "Amendments", "Applicable Laws", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Tenant shall indemnify, defend and save Landlord harmless from and against any liability or expense arising from the use or occupation of the Premises by Tenant, or anyone on or about the Premises with Tenant's permission. Tenant shall provide on or before the Commencement Date and keep in force during the Term (and any extensions or renewals thereof) a comprehensive liability policy of insurance insuring Tenant and Landlord against any liability whatsoever occasioned by accident on or about the Premises. Such policy shall be written by an insurance company authorized to do business in Florida and having a Best's rating of \"A\" in the amount of One Million Dollars combined single limit bodily injury and property damage. Evidence of such insurance shall be delivered to Landlord by Tenant no later than thirty (30) days following the Commencement Date of this Lease.", "references": ["Non-Disparagement", "Applicable Laws", "Confidentiality", "Insurances", "Releases", "Organizations", "Closings", "Terminations", "Authority", "Remedies", "Titles", "Modifications", "Interpretations", "Payments", "Assigns", "Brokers", "Use Of Proceeds", "Employment", "Defined Terms", "General", "Liens", "Authorizations", "Transactions With Affiliates", "Waiver Of Jury Trials", "Counterparts", "Entire Agreements", "Financial Statements", "Participations", "Sanctions", "Headings", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Agreement may not be amended or modified otherwise than by a written agreement executed by the Parties hereto or their respective successors and legal representatives.", "references": ["Withholdings", "Vacations", "Disability", "Terms", "Forfeitures", "Arbitration", "Miscellaneous", "Interests", "Solvency", "Liens", "Adjustments", "No Conflicts", "Applicable Laws", "Remedies", "Existence", "Erisa", "Capitalization", "Consent To Jurisdiction", "Death", "Anti-Corruption Laws", "Interpretations", "General", "Subsidiaries", "Powers", "Effective Dates", "Successors", "Releases", "Jurisdictions", "Duties", "Further Assurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Agreement by facsimile or other electronic means shall be effective as an original.", "references": ["Expenses", "Books", "Headings", "Amendments", "Use Of Proceeds", "Liens", "Assignments", "Records", "Financial Statements", "Intellectual Property", "Binding Effects", "Titles", "Authorizations", "Enforceability", "Organizations", "Erisa", "Disclosures", "Warranties", "Positions", "No Defaults", "Survival", "Specific Performance", "Submission To Jurisdiction", "Closings", "Powers", "Entire Agreements", "Taxes", "Adjustments", "No Waivers", "Vesting", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Guaranty may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed signature page by telecopy or other electronic transmission delivery system (in either case in a form acceptable to the Administrative Agent) shall be effective as delivery of a manually executed signature page to this Guaranty.", "references": ["Subsidiaries", "Consents", "Remedies", "Notices", "Specific Performance", "Solvency", "Withholdings", "Enforcements", "Use Of Proceeds", "Taxes", "Existence", "Vesting", "Assigns", "Binding Effects", "Payments", "Miscellaneous", "Further Assurances", "Warranties", "Indemnity", "Litigations", "Benefits", "Waiver Of Jury Trials", "Disclosures", "Financial Statements", "Venues", "Disability", "Entire Agreements", "Agreements", "Duties", "Death", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its Affiliates whether previously entered into, currently effective or entered into in the future that includes terms and conditions regarding equity awards) which relate to the subject matter hereof.", "references": ["Sales", "Applicable Laws", "Authority", "Closings", "Erisa", "Titles", "Enforcements", "Effective Dates", "Notices", "Vacations", "Capitalization", "Withholdings", "Survival", "Indemnifications", "Disability", "Waiver Of Jury Trials", "Non-Disparagement", "Publicity", "Confidentiality", "Arbitration", "Anti-Corruption Laws", "No Conflicts", "Records", "Death", "Counterparts", "Taxes", "Financial Statements", "Employment", "Interpretations", "Headings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Subject to Section\u00a07(c) \u00a0hereto, each Seller Party will pay any and all taxes imposed upon such Seller Party relating to the transactions contemplated under this Agreement and the other Transaction Documents, including but not limited to the sale, transfer and assignment of each Purchased Receivable; except for those taxes that are not yet overdue or that such Seller Party is contesting in good faith and for which adequate reserves have been taken.", "references": ["General", "Anti-Corruption Laws", "Erisa", "Waiver Of Jury Trials", "Enforceability", "Counterparts", "Financial Statements", "Assignments", "Notices", "Authority", "Disability", "Defined Terms", "Intellectual Property", "Effectiveness", "Compliance With Laws", "Brokers", "Sanctions", "Definitions", "Integration", "Tax Withholdings", "Assigns", "Interests", "Existence", "Jurisdictions", "Liens", "Effective Dates", "Further Assurances", "Governing Laws", "Remedies", "Vesting", "Taxes"], "gold": ["Taxes"]}
+{"input": "If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable term, provision, covenant or restriction or any portion thereof had never been contained herein. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.", "references": ["No Conflicts", "Waivers", "Enforcements", "Change In Control", "Successors", "Employment", "Titles", "Assigns", "Disability", "Brokers", "Records", "General", "Base Salary", "Liens", "Participations", "Benefits", "Intellectual Property", "Fees", "Solvency", "Vesting", "Approvals", "Consents", "Sanctions", "Interpretations", "Insurances", "Use Of Proceeds", "Interests", "Amendments", "Enforceability", "Sales", "Severability"], "gold": ["Severability"]}
+{"input": "The purchase and sale contemplated herein shall be consummated at a series of remotely held closings (each, a \u201c \u201d), on the second business day after all of the conditions to a given Closing set forth in this Agreement are either satisfied or waived (other than conditions which, by their nature, are to be satisfied as of the Closing).\u00a0\u00a0Following the Effective Date, the parties shall cooperate in good faith to finalize as soon as reasonably practicable a mutually acceptable schedule of Closings and the specific Purchased Assets to be conveyed at each such Closing; provided, however, no Closing as to any of the Purchased Assets shall be scheduled to occur on a date later than eighteen (18) months following the Effective Date.\u00a0\u00a0At any Closing, (i) the Purchased Assets to be conveyed will be the Real Properties identified by the parties pursuant to such schedule and the other Purchased Assets associated with such Real Properties, (ii) the Assumed Liabilities to be assumed by Buyer at such Closing will be the Assumed Liabilities secured by or associated with such Real Properties and other Purchased Assets and (iii) the Purchase Price to be paid will be the aggregate Purchase Price associated with such Real Properties as mutually determined by Buyer and Seller in good faith.\u00a0\u00a0For any Purchased Asset that is not a Real Property or associated with a Real Property, such Purchased Asset will be conveyed at a Closing mutually agreeable to Buyer and Seller but in any event at a Closing prior to the end of the afore-mentioned 18-month period.\u00a0\u00a0Subject to the foregoing, each Closing shall occur on such date and at such time as the parties may agree upon in writing.\u00a0\u00a0Each Closing shall be effective as of 12:01 A.M. on the date of such Closing.\u00a0\u00a0Notwithstanding the foregoing, the risk of loss of all or any portion of the Purchased Assets shall be borne by Seller up to and including the actual time of the relevant Closing respecting such Purchased Assets and Buyer\u2019s payment of the applicable portion of the Purchase Price to Seller, and thereafter by Buyer.", "references": ["Forfeitures", "Books", "Consents", "Non-Disparagement", "Cooperation", "Intellectual Property", "Approvals", "Payments", "Entire Agreements", "Consent To Jurisdiction", "Litigations", "Records", "Benefits", "Terminations", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Brokers", "Authority", "Assigns", "Indemnity", "Anti-Corruption Laws", "Capitalization", "Taxes", "Successors", "Erisa", "Expenses", "Representations", "Waivers", "Fees", "Indemnifications", "Closings"], "gold": ["Closings"]}
+{"input": "No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. The minimum required withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement. Notwithstanding the immediately preceding sentence, the Company, in its discretion, may withhold Shares having a Fair Market Value up to, but not in excess of, the maximum statutory withholding requirements. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company will have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.", "references": ["Assigns", "Effective Dates", "Sanctions", "Integration", "Arbitration", "Indemnifications", "Disability", "Litigations", "Entire Agreements", "Liens", "Indemnity", "Jurisdictions", "Consents", "No Defaults", "Subsidiaries", "Defined Terms", "Submission To Jurisdiction", "Authority", "No Waivers", "Use Of Proceeds", "Tax Withholdings", "Death", "Enforceability", "Erisa", "Counterparts", "Brokers", "Non-Disparagement", "Compliance With Laws", "Amendments", "Consent To Jurisdiction", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Titles to the Sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.", "references": ["Warranties", "Integration", "Survival", "Successors", "Disclosures", "No Conflicts", "Enforcements", "Fees", "Intellectual Property", "Indemnity", "Submission To Jurisdiction", "Employment", "Consent To Jurisdiction", "Base Salary", "Litigations", "Terminations", "Terms", "General", "Records", "Miscellaneous", "Approvals", "Interests", "Further Assurances", "Enforceability", "Vesting", "Expenses", "Indemnifications", "Authority", "Closings", "Binding Effects", "Titles"], "gold": ["Titles"]}
+{"input": "During your employment with PNC and thereafter regardless of the reason for termination of such employment, you will not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, all of which is the exclusive and valuable property of PNC whether or not conceived of or prepared by you, other than (i) information generally known in PNC\u2019s industry or acquired from public sources, (ii) as required in the course of employment by PNC, (iii)\u00a0as required by any court, supervisory authority, administrative agency or applicable law, or (iv) with the prior written consent of PNC. Nothing in this Agreement, including this Section 1(b), is intended to limit you from reporting possible violations of law or regulation to any governmental entity or any self-regulatory organization or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. You further understand and agree that you are not required to contact or receive consent from PNC before engaging in such communications with any such authorities.", "references": ["Adjustments", "Definitions", "Modifications", "Construction", "Indemnity", "Specific Performance", "Anti-Corruption Laws", "Forfeitures", "Indemnifications", "Assignments", "Amendments", "Enforceability", "Costs", "Effectiveness", "Withholdings", "Approvals", "Organizations", "Representations", "Change In Control", "No Waivers", "Venues", "No Conflicts", "Insurances", "Tax Withholdings", "No Defaults", "Jurisdictions", "Positions", "Duties", "Miscellaneous", "Closings", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "For purposes of determining Lenders\u2019 obligations or rights to fund, participate in or receive collections with respect to Loans and Letters of Credit (including existing Swingline Loans, Protective Advances and LC Obligations), all or any part of such Defaulting Lender\u2019s participation in LC Obligations and Swingline Loans shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata shares (calculated without regard to such Defaulting Lender\u2019s Revolver Commitment) but only to the extent that such reallocation does not cause the aggregate Revolver Exposure of any non-defaulting Lender to exceed such non-defaulting Lender\u2019s Revolver Commitment. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as specifically provided in Section 14.1.1(c) .", "references": ["Applicable Laws", "Intellectual Property", "Interests", "Binding Effects", "Records", "Terms", "Governing Laws", "Change In Control", "Enforcements", "Capitalization", "Warranties", "Anti-Corruption Laws", "Sales", "Fees", "Brokers", "Compliance With Laws", "Remedies", "Indemnifications", "Survival", "Positions", "Cooperation", "Notices", "Financial Statements", "No Waivers", "Jurisdictions", "Venues", "Liens", "Effective Dates", "Consents", "Benefits", "Amendments"], "gold": ["Amendments"]}
+{"input": "Upon disbursement of the Escrow Funds pursuant to Section 4 or hereof, any interest accrued on such Escrow Funds shall be disbursed to Owner.", "references": ["Sales", "Death", "Insurances", "Cooperation", "Taxes", "Compliance With Laws", "Forfeitures", "Confidentiality", "Indemnifications", "Construction", "Capitalization", "Use Of Proceeds", "Jurisdictions", "Enforceability", "Terminations", "Waivers", "Disclosures", "Existence", "Base Salary", "Integration", "Enforcements", "Publicity", "Assignments", "Approvals", "Submission To Jurisdiction", "Effective Dates", "Benefits", "Qualifications", "Terms", "No Waivers", "Interests"], "gold": ["Interests"]}
+{"input": "Upon the occurrence of any event triggering the prepayment requirement under clauses (i)\u00a0through and including (iv)\u00a0above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly (other than a prepayment with the proceeds of Refinancing Term Loans) so notify the applicable Lenders.\u00a0 Each prepayment of the Term Loans under this Section\u00a0shall be applied on a pro rata basis among the Initial Term Loans and, if applicable,\u00a0Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (as determined based on the then outstanding principal amount of each such Term Loan), except to the extent that any applicable amendment or other governing document implementing an Incremental Term Loan, Extended Term Loan and/or Refinancing Term Loan provides that the applicable Class\u00a0of Term Loans made thereunder shall be entitled to less than pro rata treatment.", "references": ["Interpretations", "Governing Laws", "Duties", "Brokers", "Specific Performance", "Miscellaneous", "Effectiveness", "Payments", "Disclosures", "Authority", "Releases", "Approvals", "Liens", "Terms", "Interests", "Financial Statements", "Definitions", "Sales", "Solvency", "General", "Assignments", "Insurances", "Tax Withholdings", "Disability", "Erisa", "Employment", "Enforcements", "Jurisdictions", "Participations", "Compliance With Laws", "Notices"], "gold": ["Notices"]}
+{"input": "The Servicer is a limited liability company duly organized and validly existing under the laws of the State of Delaware and continues to hold a valid certificate to do business as such.\u00a0 It is duly authorized to own its properties and transact its business and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such authorization and in which the failure to be so authorized would have a material adverse effect on its business, properties, assets or condition (financial or other) and those of its subsidiaries, considered as one enterprise.\u00a0 The Servicer has, and at all relevant times had, the power, authority and legal right to service the Receivables and to hold the Receivable Files as custodian on behalf of the Issuer.", "references": ["Applicable Laws", "Sales", "Releases", "No Waivers", "Authorizations", "Non-Disparagement", "Headings", "Specific Performance", "Use Of Proceeds", "Expenses", "Powers", "Books", "Confidentiality", "Construction", "Waivers", "Intellectual Property", "Defined Terms", "Employment", "Assignments", "Representations", "Integration", "Disclosures", "No Conflicts", "Positions", "Arbitration", "Transactions With Affiliates", "Entire Agreements", "Warranties", "Survival", "Existence", "Organizations"], "gold": ["Organizations"]}
+{"input": "Should the informal resolution mechanism of Section\u00a013.6.1 prove unsuccessful within the allotted period, then the Parties shall submit their dispute to binding arbitration before [***]. Each Party shall appoint one arbitrator who at their turn shall nominate the chairperson, who shall be qualified in [***]. If a Party does not appoint its arbitrator within [***] following the expiry of the allotted period, then such arbitrator shall be selected in accordance with the then current rules of the [***]. Any arbitrator so selected shall have substantial experience in the pharmaceutical industry. The arbitration shall be conducted, and all documents submitted to the arbitrators shall be, in English. The arbitrators shall have the power to include an award of attorneys\u2019 fees and costs to the prevailing Party, but shall have no power to award punitive, special, incidental or consequential damages. The arbitrator\u2019s decision and award shall be final and binding upon all Parties. Subject to any award that the arbitrators may make, each Party shall bear its own costs for its counsel and other expenses, and the Parties shall equally share the costs of the arbitration. Judgment upon the award rendered by arbitration may be issued and enforced by any court having competent jurisdiction.", "references": ["Death", "Titles", "Miscellaneous", "Entire Agreements", "Brokers", "Sanctions", "General", "Capitalization", "Liens", "Effectiveness", "Severability", "Sales", "Closings", "Insurances", "Anti-Corruption Laws", "Enforceability", "Vesting", "Specific Performance", "Integration", "Indemnity", "Disability", "Assigns", "Successors", "Disclosures", "Financial Statements", "Fees", "Existence", "Books", "Solvency", "Effective Dates", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Borrower and its Subsidiaries have filed all Federal and all material state and other tax returns and reports required to be filed, and have paid all material Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are not yet due or are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.", "references": ["No Waivers", "Successors", "Vacations", "Consent To Jurisdiction", "Capitalization", "Specific Performance", "Waiver Of Jury Trials", "Authorizations", "Representations", "Costs", "Erisa", "Solvency", "Definitions", "Publicity", "No Conflicts", "Sanctions", "Non-Disparagement", "Liens", "Payments", "Records", "Positions", "Powers", "Anti-Corruption Laws", "Indemnity", "Change In Control", "Warranties", "Counterparts", "Terms", "Transactions With Affiliates", "Approvals", "Taxes"], "gold": ["Taxes"]}
+{"input": "Unless otherwise defined herein, the capitalized terms set forth in this Agreement shall have the definitions as set forth in Attachment A. Attachment A is incorporated into and is part of this Agreement.", "references": ["No Conflicts", "Tax Withholdings", "Existence", "Disability", "Assigns", "Intellectual Property", "Effectiveness", "No Waivers", "No Defaults", "Fees", "Employment", "Solvency", "Subsidiaries", "General", "Change In Control", "Construction", "Arbitration", "Anti-Corruption Laws", "Integration", "Costs", "Benefits", "Insurances", "Authorizations", "Erisa", "Qualifications", "Withholdings", "Transactions With Affiliates", "Interpretations", "Notices", "Effective Dates", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.", "references": ["Remedies", "Waivers", "Modifications", "Withholdings", "Intellectual Property", "Assignments", "Taxes", "Survival", "Consents", "Titles", "No Defaults", "Adjustments", "Fees", "Solvency", "Consent To Jurisdiction", "Financial Statements", "Brokers", "Assigns", "Miscellaneous", "Powers", "Further Assurances", "Entire Agreements", "Authority", "Applicable Laws", "Submission To Jurisdiction", "Releases", "Venues", "Duties", "Litigations", "Payments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\u00a0 Delivery of an executed Agreement by one party to the other may be made by facsimile or electronic transmission.", "references": ["Indemnifications", "Death", "Anti-Corruption Laws", "Approvals", "Capitalization", "Arbitration", "Titles", "Warranties", "Powers", "Representations", "Participations", "Publicity", "Sales", "Indemnity", "Tax Withholdings", "Expenses", "Defined Terms", "Positions", "Confidentiality", "Cooperation", "Erisa", "Payments", "Entire Agreements", "Releases", "Authority", "Agreements", "Waivers", "Survival", "Use Of Proceeds", "Books", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Second Amendment.", "references": ["Costs", "Disclosures", "Sanctions", "Sales", "Waivers", "Survival", "Taxes", "Transactions With Affiliates", "Venues", "Liens", "Payments", "No Conflicts", "Interests", "Consent To Jurisdiction", "Authority", "Enforcements", "Releases", "Titles", "Notices", "Applicable Laws", "Vacations", "Closings", "Agreements", "Enforceability", "Governing Laws", "Erisa", "Change In Control", "No Defaults", "Existence", "Waiver Of Jury Trials", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Administrator will maintain records concerning the eligibility of Employees and itemize and separately identify the benefits distributed under the Plan.", "references": ["Existence", "Vesting", "Duties", "Submission To Jurisdiction", "Forfeitures", "Benefits", "Indemnity", "Authority", "Adjustments", "Taxes", "Integration", "Waiver Of Jury Trials", "Consents", "Anti-Corruption Laws", "Insurances", "Headings", "Base Salary", "Employment", "Books", "Interpretations", "Approvals", "Terminations", "Disability", "Expenses", "Authorizations", "Defined Terms", "Qualifications", "No Waivers", "Use Of Proceeds", "Governing Laws", "Records"], "gold": ["Records"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law, shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Releases", "Brokers", "Further Assurances", "Forfeitures", "Qualifications", "Successors", "Notices", "Interpretations", "Severability", "Consent To Jurisdiction", "Base Salary", "Costs", "Representations", "Construction", "Enforcements", "Organizations", "Enforceability", "Adjustments", "Remedies", "Payments", "Waivers", "Effectiveness", "Disclosures", "Terminations", "Financial Statements", "Closings", "Indemnity", "Submission To Jurisdiction", "Non-Disparagement", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.15 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.", "references": ["Assigns", "Enforceability", "Indemnity", "Positions", "Vacations", "Insurances", "Authorizations", "Benefits", "Forfeitures", "No Defaults", "No Conflicts", "General", "Powers", "Sales", "Erisa", "Modifications", "Integration", "Employment", "Interests", "Defined Terms", "Effective Dates", "Tax Withholdings", "Governing Laws", "Venues", "Counterparts", "Amendments", "Financial Statements", "Approvals", "Remedies", "Vesting", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "All documents, notices, requests, demands and other communications that are required or permitted to be delivered or given under this Agreement shall be in writing and shall be deemed to have been duly delivered or given when received.", "references": ["Taxes", "Duties", "Authorizations", "Submission To Jurisdiction", "Counterparts", "Sanctions", "Terminations", "Capitalization", "Books", "Existence", "Approvals", "Transactions With Affiliates", "Severability", "Construction", "No Waivers", "Subsidiaries", "Survival", "Terms", "Base Salary", "Agreements", "Change In Control", "Sales", "Vesting", "Interpretations", "Death", "Intellectual Property", "Definitions", "Employment", "Organizations", "Cooperation", "Notices"], "gold": ["Notices"]}
+{"input": "The Issuer will not, and will not permit any other Note Party to enter into any arrangement with any Person providing for the leasing by any Note Party of real or personal property that has been or is to be sold or transferred by such Note Party to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Note Party.", "references": ["Existence", "Submission To Jurisdiction", "Further Assurances", "Insurances", "Withholdings", "Compliance With Laws", "Assignments", "Terminations", "Confidentiality", "Books", "Intellectual Property", "Definitions", "Anti-Corruption Laws", "Base Salary", "Titles", "Counterparts", "Closings", "Severability", "Approvals", "Releases", "Costs", "Enforceability", "Agreements", "Governing Laws", "Death", "Duties", "Headings", "Indemnity", "Powers", "Integration", "Sales"], "gold": ["Sales"]}
+{"input": "Parent and each Borrower will, and will cause each of their Subsidiaries to, at Borrowers\u2019 expense, maintain insurance respecting each of Parent\u2019s and its Subsidiaries\u2019 assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Parent and Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard lender\u2019s loss payable endorsement with a standard non-contributory \u201clender\u201d or \u201csecured party\u201d clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders\u2019 interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the lender\u2019s loss payable and additional insured endorsements in favor of Agent and shall provide for not less than thirty days (ten days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If Parent, any Borrower or any of their Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers\u2019 expense and without any responsibility on Agent\u2019s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any loss exceeding $150,000 covered by Parent\u2019s or any Subsidiary\u2019s casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.", "references": ["No Defaults", "Applicable Laws", "Records", "Arbitration", "Consents", "Titles", "Brokers", "No Conflicts", "Further Assurances", "Organizations", "Effective Dates", "Survival", "Remedies", "Binding Effects", "Forfeitures", "Approvals", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Miscellaneous", "Financial Statements", "Authority", "Books", "Disclosures", "Indemnity", "Successors", "Definitions", "Assignments", "Terminations", "Duties", "Consent To Jurisdiction", "Insurances"], "gold": ["Insurances"]}
+{"input": "In the event of an ambiguity in or dispute regarding the interpretation of this Settlement Agreement, the interpretation of this Settlement Agreement shall not be resolved by any rule of interpretation providing for interpretation against the party who causes the uncertainty or against the draftsman, and all Parties expressly agree that in the event of an ambiguity in or dispute regarding the interpretation of this Settlement Agreement, this Settlement Agreement will be interpreted as if each Party participated equally in the drafting.\u00a0 No Party may offer in evidence or otherwise use, for purposes of suggesting any interpretation of this Settlement Agreement, any prior drafts of this Settlement Agreement.", "references": ["Agreements", "Solvency", "Waivers", "Indemnity", "Authority", "Compliance With Laws", "Litigations", "Terminations", "No Conflicts", "Non-Disparagement", "Governing Laws", "Terms", "Books", "Cooperation", "Change In Control", "Waiver Of Jury Trials", "Withholdings", "Enforceability", "Remedies", "Confidentiality", "Consents", "Qualifications", "No Defaults", "Effectiveness", "Employment", "Liens", "Payments", "Expenses", "Indemnifications", "Jurisdictions", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Upon receipt of a statement from Landlord specifying the estimated Operating Costs to be charged to Sublandlord under the Master Lease with respect to each calendar year, or as soon after receipt of such statement as practicable, Sublandlord shall give Subtenant written notice of its estimate of Additional Rent for the ensuing calendar year, which estimate shall be prepared based on the estimate received from Landlord (as Landlord\u2019s estimate may change from time to time), together with a copy of the statement received from Landlord. On or before the first day of each month during each calendar year, Subtenant shall pay to Sublandlord as Additional Rent one-twelfth (l/12th) of such estimated amount together with the Base Rent.", "references": ["Agreements", "Closings", "Jurisdictions", "Miscellaneous", "Construction", "Terms", "Venues", "No Waivers", "Consents", "Modifications", "Warranties", "Consent To Jurisdiction", "Intellectual Property", "Enforceability", "Costs", "Governing Laws", "Publicity", "Submission To Jurisdiction", "Financial Statements", "Forfeitures", "Approvals", "Sanctions", "Employment", "Withholdings", "No Defaults", "Disability", "Applicable Laws", "Survival", "Vacations", "Adjustments", "Payments"], "gold": ["Payments"]}
+{"input": "The titles and subtitles used in this Warrant Agreement are used for convenience only and are not to be considered in construing or interpreting this Warrant Agreement. Unless otherwise stated, references to Sections and Annexes are to the Sections and Annexes of this Warrant Agreement.", "references": ["Adjustments", "Binding Effects", "Terms", "Approvals", "Amendments", "Positions", "Expenses", "Successors", "Specific Performance", "Powers", "Confidentiality", "Qualifications", "Warranties", "Erisa", "Vesting", "Death", "Enforcements", "Benefits", "Sales", "Use Of Proceeds", "Terminations", "Miscellaneous", "Existence", "No Waivers", "Forfeitures", "Taxes", "Vacations", "Modifications", "Releases", "Agreements", "Titles"], "gold": ["Titles"]}
+{"input": "Borrower shall deliver to Bank: (i)\u00a0as soon as available after the end of each calendar month, but in any event not later than the last day of the next calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower\u2019s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower\u2019s fiscal year, company prepared consolidated and consolidating financial statements of Borrower and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, and audited by a certified public accountant; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) promptly upon receipt, each management letter prepared by Borrower\u2019s independent certified public accounting firm regarding Borrower\u2019s management control systems; (vi) as soon as available, but in any event within sixty (60) days after the end of Borrower\u2019s fiscal year, Borrower\u2019s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower\u2019s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time.", "references": ["Insurances", "Erisa", "Duties", "Terms", "Liens", "Withholdings", "Employment", "Vacations", "Effective Dates", "Headings", "Interpretations", "Participations", "Sanctions", "Releases", "Binding Effects", "Disclosures", "Severability", "Consent To Jurisdiction", "Authorizations", "Effectiveness", "Indemnity", "Terminations", "Brokers", "Use Of Proceeds", "Definitions", "Jurisdictions", "Enforcements", "General", "Expenses", "Disability", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed by an authorized person on behalf of each of the parties hereto.", "references": ["Fees", "Authority", "Defined Terms", "Vacations", "Definitions", "Remedies", "Sales", "Anti-Corruption Laws", "Warranties", "Change In Control", "Capitalization", "No Waivers", "Assigns", "Authorizations", "Waivers", "Binding Effects", "Taxes", "Representations", "Intellectual Property", "Severability", "Subsidiaries", "Terms", "Publicity", "Positions", "Interests", "No Defaults", "Records", "Liens", "Costs", "Organizations", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Executive shall be entitled to receive a salary from the Company during the Employment Period at a rate per year indicated on Schedule A hereto (the \u201c Base Salary \u201d). Once the Board has established the Base Salary, such Base Salary may be increased on each anniversary of the Effective Date, at the Board\u2019s sole discretion. The parties expressly agree that what the Executive receives now or in the future, in addition to the regular Base Salary, whether this be in the form of benefits or regular or occasional aid/assistance, such as recreation, club memberships, meals, education for his family, vehicle, lodging or clothing, occasional bonuses or anything else he receives, during the Employment Period and any renewals thereof, in cash or in kind, shall not be deemed as salary. However, because the Company is a public company subject to the reporting requirements of, inter alia, the US Securities and Exchange Commission (the \u201cSEC\u201d), both parties acknowledge that the Executive\u2019s annual compensation (as determined by the rules of the SEC or any other regulatory body or exchange having jurisdiction), which may include some or all of the foregoing, will be required to be publicly disclosed.", "references": ["Submission To Jurisdiction", "Solvency", "Representations", "Erisa", "Specific Performance", "Change In Control", "Amendments", "Use Of Proceeds", "Benefits", "Consent To Jurisdiction", "Successors", "Powers", "Waiver Of Jury Trials", "Counterparts", "Litigations", "Terms", "Vacations", "Enforceability", "Expenses", "Applicable Laws", "Titles", "Indemnity", "Disability", "Further Assurances", "Indemnifications", "Entire Agreements", "Consents", "Financial Statements", "Costs", "Headings", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Company will employ Executive to render full-time services to the Company, its parent, its subsidiaries and its affiliates (singularly, \u201c Related Company \u201d or collectively, \u201c Related Companies \u201d). The Company will employ Executive as Chief Operating Officer, reporting to the Chief Executive Officer of the Company.", "references": ["Employment", "Existence", "No Defaults", "Books", "Survival", "Further Assurances", "Disclosures", "Binding Effects", "Submission To Jurisdiction", "Insurances", "Capitalization", "Non-Disparagement", "Enforcements", "Agreements", "Positions", "Powers", "Records", "Change In Control", "Death", "Entire Agreements", "Waiver Of Jury Trials", "No Waivers", "General", "Taxes", "Venues", "Solvency", "Forfeitures", "Enforceability", "Expenses", "Integration", "Titles"], "gold": ["Titles"]}
+{"input": "Options may be granted alone or in addition to other Awards granted under the Plan.", "references": ["Capitalization", "Employment", "No Defaults", "Assignments", "Notices", "Terminations", "Effectiveness", "Agreements", "Disclosures", "Waivers", "Assigns", "Participations", "No Conflicts", "Erisa", "Successors", "Solvency", "Indemnifications", "Representations", "Waiver Of Jury Trials", "Entire Agreements", "Miscellaneous", "Further Assurances", "Jurisdictions", "Warranties", "Authorizations", "Specific Performance", "Interests", "Submission To Jurisdiction", "Enforcements", "Death", "General"], "gold": ["General"]}
+{"input": "The Company: (A) is and at all times has been in compliance with all Applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any correspondence from any Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations; (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and the Company is not in material violation of any term of any such Authorizations, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (D) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received written notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, or other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to the Company's knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.", "references": ["Expenses", "Agreements", "Organizations", "Waiver Of Jury Trials", "Taxes", "Consents", "Effectiveness", "No Conflicts", "Consent To Jurisdiction", "Erisa", "Binding Effects", "Governing Laws", "Definitions", "Modifications", "Participations", "Construction", "Authority", "Enforceability", "Counterparts", "Costs", "Enforcements", "Disability", "Adjustments", "General", "Arbitration", "Confidentiality", "Solvency", "No Defaults", "Indemnifications", "No Waivers", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Upon the occurrence of a Change in Control (as defined in the Plan) prior to the vesting of a portion of the Performance Units awarded hereunder, the Compensation Committee, prior to consummation of such Change in Control, shall determine, based on the Company\u2019s actual performance in respect of the Performance Measures related to the Performance Units for the period from the date of this Agreement through the date the Compensation Committee makes such determination, the number of Performance Units for which the forfeiture restrictions would be expected to lapse for the Performance Periods that are not yet completed at such time as the Committee makes its determination and the Grantee shall vest, immediately prior to the consummation of such Change in Control, in the greater of (i) such number of Performance Units as the Compensation Committee shall determine and (ii) the Target Amount of Performance Units for such Performance Periods as are not then completed. The Grantee shall be entitled to receive, immediately prior to the consummation of the Change in Control, in settlement of such Performance Units a like number of shares of the Company\u2019s Common Stock, together with such number of shares of the Company\u2019s Common Stock as are issuable to the Grantee in settlement of Performance Units earned by the Grantee for any Performance Periods that are at such time completed, without regard to whether the Grantee\u2019s employment continued for any Required Employment Period or Pinnacle Bank\u2019s NPA Ratio as of December 31, 20__ will be equal to or less than ____ %.", "references": ["Consents", "Remedies", "Applicable Laws", "Sales", "Approvals", "Brokers", "Benefits", "Fees", "Construction", "Expenses", "Closings", "Defined Terms", "Subsidiaries", "Duties", "Insurances", "Transactions With Affiliates", "Anti-Corruption Laws", "Disclosures", "Forfeitures", "Enforcements", "Entire Agreements", "Adjustments", "Non-Disparagement", "Disability", "Notices", "Survival", "Consent To Jurisdiction", "Definitions", "No Conflicts", "Powers", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Capitalized terms used and not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Seventh Restated Credit Agreement.", "references": ["Approvals", "Disability", "Agreements", "Solvency", "Erisa", "Forfeitures", "Specific Performance", "Vesting", "Powers", "Binding Effects", "Brokers", "Survival", "Assigns", "Consents", "Representations", "Interests", "Sanctions", "No Conflicts", "Base Salary", "Miscellaneous", "Indemnifications", "Anti-Corruption Laws", "Positions", "Participations", "Waiver Of Jury Trials", "Sales", "Withholdings", "Closings", "No Waivers", "Authorizations", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Comply with, and cause each of its Material Subsidiaries to comply with, all Laws and orders of any Governmental Authority applicable to it or its property and with all Material Agreements, except, in each case, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Expenses", "Survival", "Applicable Laws", "Vesting", "Taxes", "Financial Statements", "Forfeitures", "Specific Performance", "Publicity", "Organizations", "Disclosures", "Costs", "Headings", "Vacations", "Anti-Corruption Laws", "Venues", "Solvency", "Intellectual Property", "Notices", "Waiver Of Jury Trials", "Construction", "Interpretations", "Entire Agreements", "Brokers", "Warranties", "Approvals", "Waivers", "Benefits", "Authority", "Releases", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Executive agrees that he has read, signed, and will abide by the terms and conditions of Employer\u2019s Confidentiality/Intellectual Property Agreement and Employer\u2019s Insider Trading Policy.", "references": ["Construction", "Sales", "Modifications", "Existence", "Miscellaneous", "Successors", "Sanctions", "Interpretations", "Participations", "Fees", "Payments", "Amendments", "Effectiveness", "Positions", "Warranties", "Non-Disparagement", "Governing Laws", "Change In Control", "General", "Adjustments", "Integration", "Withholdings", "Subsidiaries", "No Waivers", "Death", "Powers", "Authorizations", "Submission To Jurisdiction", "No Conflicts", "Definitions", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.", "references": ["Interests", "Releases", "Agreements", "Publicity", "Qualifications", "Terminations", "Warranties", "Participations", "Benefits", "Sales", "Venues", "Authorizations", "Indemnity", "Amendments", "Severability", "Duties", "Use Of Proceeds", "Capitalization", "Intellectual Property", "Miscellaneous", "Litigations", "Disability", "Withholdings", "Notices", "Authority", "Solvency", "Titles", "Entire Agreements", "Applicable Laws", "Positions", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Amendment and the related documents have been duly authorized by each Borrower.\u00a0\u00a0\u00a0Each Borrower has the full right, power and authority to enter into this Amendment and perform its respective obligations hereunder.", "references": ["Amendments", "Transactions With Affiliates", "Forfeitures", "Definitions", "Miscellaneous", "Books", "Sanctions", "Headings", "Use Of Proceeds", "Remedies", "Warranties", "No Defaults", "Insurances", "Closings", "Subsidiaries", "Binding Effects", "Applicable Laws", "Withholdings", "Benefits", "Interests", "Entire Agreements", "Confidentiality", "Disclosures", "Interpretations", "Governing Laws", "Powers", "Modifications", "Erisa", "Financial Statements", "Fees", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Each of Landlord and Tenant hereby represents and warrants to the other that all necessary action has been taken to enter this Seventh Amendment and that the person signing this\u00a0Seventh Amendment on its behalf has been duly authorized to do so.", "references": ["General", "Consent To Jurisdiction", "Survival", "Costs", "Withholdings", "Governing Laws", "Fees", "Confidentiality", "Organizations", "No Defaults", "No Waivers", "Releases", "Assignments", "Interests", "Vesting", "Titles", "No Conflicts", "Positions", "Liens", "Definitions", "Disability", "Erisa", "Insurances", "Headings", "Qualifications", "Integration", "Authorizations", "Records", "Arbitration", "Counterparts", "Authority"], "gold": ["Authority"]}
+{"input": "The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article\u00a0XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.", "references": ["Positions", "Authorizations", "Severability", "Books", "Forfeitures", "Arbitration", "Death", "Existence", "Confidentiality", "Waivers", "Payments", "Modifications", "Disclosures", "Intellectual Property", "Non-Disparagement", "Vacations", "Definitions", "Change In Control", "Enforcements", "Tax Withholdings", "Indemnity", "Benefits", "Organizations", "No Waivers", "Integration", "Participations", "Warranties", "Successors", "Sanctions", "Construction", "Terms"], "gold": ["Terms"]}
+{"input": "Except as otherwise expressly stated herein, in the event any provision contained in this Conveyance shall for any reason be held invalid, illegal, or unenforceable by a court or regulatory agency of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Conveyance.", "references": ["Consent To Jurisdiction", "Forfeitures", "Indemnity", "Taxes", "Successors", "Qualifications", "Amendments", "Vesting", "Approvals", "Base Salary", "Titles", "Compliance With Laws", "Confidentiality", "Erisa", "Counterparts", "Disability", "Powers", "Integration", "Non-Disparagement", "Effectiveness", "Capitalization", "Construction", "Interpretations", "Authorizations", "Submission To Jurisdiction", "Authority", "Duties", "Jurisdictions", "Solvency", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "This Servicer Notice, together with the other Facility Documents, constitutes the entire understanding between Buyer, Sellers and Servicer with respect to the subject matter they cover and supersedes any existing agreements between the parties relating to the matters provided for herein and therein.\u00a0\u00a0No alteration, waiver, amendments, or change or supplement hereto will be binding or effective unless the same is set forth in writing by a duly authorized representative of each party hereto.", "references": ["Books", "Authorizations", "Releases", "Enforcements", "Jurisdictions", "Fees", "Assigns", "Sanctions", "Binding Effects", "Representations", "Defined Terms", "Taxes", "Severability", "Waiver Of Jury Trials", "Liens", "Expenses", "Participations", "Costs", "Consents", "Terms", "Successors", "Governing Laws", "Integration", "Enforceability", "Indemnity", "Authority", "Further Assurances", "Transactions With Affiliates", "Intellectual Property", "Consent To Jurisdiction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Securities Purchase Agreement (including the Exhibits attached hereto) and other offering documents delivered at the closing pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings between or among the parties with respect to such subject matter. The Exhibits constitute a part hereof as though set forth in full above.", "references": ["Disability", "Integration", "Assignments", "Forfeitures", "Applicable Laws", "Disclosures", "Arbitration", "Change In Control", "Payments", "Records", "Interpretations", "Withholdings", "Use Of Proceeds", "Titles", "Governing Laws", "Financial Statements", "Sanctions", "Miscellaneous", "Base Salary", "Enforcements", "Duties", "Existence", "Benefits", "Remedies", "Notices", "Litigations", "Representations", "Authority", "Effective Dates", "Successors", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including this Agreement and the press release as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the filing of the Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. In addition, effective upon the filing of the Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of this Agreement with the SEC and (b) to the extent such disclosure is required by law or Trading Market regulations.", "references": ["Waivers", "Headings", "Terminations", "Powers", "Venues", "Authorizations", "Assigns", "Further Assurances", "Books", "Specific Performance", "Closings", "Disability", "Consent To Jurisdiction", "Transactions With Affiliates", "Anti-Corruption Laws", "Costs", "Definitions", "Base Salary", "Taxes", "Integration", "Construction", "Defined Terms", "Applicable Laws", "Enforcements", "Consents", "Death", "Fees", "Releases", "Qualifications", "Titles", "Publicity"], "gold": ["Publicity"]}
+{"input": "This Agreement and the documents delivered pursuant hereto and the legal relations between the Parties shall be governed by, construed and enforced in accordance with the Laws of the State of Texas, without regard to principles of conflicts of Laws that would direct the application of the Laws of another jurisdiction; provided , however , in connection with the determination of the existence of any Defect or Title Benefit or with respect to conveyancing matters as to any Oil and Gas Property, the Laws of the state or commonwealth where such Oil and Gas Property is located pursuant to the Outer Continental Shelf Lands Act shall govern and control such determination.", "references": ["Payments", "Interests", "Sanctions", "Headings", "Arbitration", "Enforcements", "Enforceability", "Terms", "Non-Disparagement", "Warranties", "Cooperation", "Publicity", "Assignments", "Erisa", "Subsidiaries", "Applicable Laws", "Miscellaneous", "Benefits", "Remedies", "Effectiveness", "Notices", "Construction", "Transactions With Affiliates", "Vesting", "Waiver Of Jury Trials", "Successors", "Tax Withholdings", "Intellectual Property", "Organizations", "Solvency", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Term, Executive will have the titles of President and CEO. Executive shall report exclusively to and receive instructions from the Board of Directors and shall have such duties and responsibilities customary for the positions of president and chief executive officer of public companies similarly situated. While serving as President and CEO, Executive shall have full authority and discretion relating to the general and day-to-day management of the affairs of the Company, including, but not limited to, finances and other financial matters, compensation matters (other than with respect to the compensation of Executive, himself, and the other executive officers of the Company, and other than long- term compensation of employees, which shall be determined by the Executive Compensation Committee of the Board of Directors (the \u201c Executive Compensation Committee \u201d)), personnel matters (other than such matters that relate to Executive himself), operating and capital budgeting, operations, intellectual property, investor relations, retention of professionals and strategic planning and implementation. Executive will be the most senior executive officer of the Company and all other executives and businesses of the Company will report to Executive or his designee. The foregoing language shall not be construed so as to limit the duties and responsibilities of the Board of Directors as described in the Company\u2019s Articles of Incorporation, Bylaws, and Corporate Governance Guidelines. Executive is currently serving as Chairman of the Board of Directors for no additional compensation, having such duties as set forth in the Bylaws and Corporate Governance Guidelines.", "references": ["Tax Withholdings", "Venues", "Base Salary", "Use Of Proceeds", "Miscellaneous", "Brokers", "Remedies", "Releases", "Transactions With Affiliates", "Defined Terms", "Subsidiaries", "Applicable Laws", "Interpretations", "Employment", "Specific Performance", "Disability", "Indemnifications", "Confidentiality", "No Waivers", "Terms", "Disclosures", "Titles", "General", "Enforcements", "Assignments", "Vacations", "Notices", "Vesting", "Amendments", "Further Assurances", "Duties"], "gold": ["Duties"]}
+{"input": "Except for (a)\u00a0any matter fully covered as to subject matter and amount (subject to applicable deductibles and retentions) by insurance for which the insurance carrier has not asserted lack of subject matter coverage or reserved its right to do so, (b)\u00a0any matter, or series of related matters, involving a claim against any Loan Party of less than the Threshold Amount, (c)\u00a0matters of an administrative nature not involving a claim or charge against any Loan Party and (d)\u00a0matters specifically disclosed in Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending as to which any Loan Party has been served or has received notice, or, to the knowledge of Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any other Loan Party or against any of their properties or revenues that could reasonably be expected to have a Material Adverse Effect.", "references": ["Participations", "Further Assurances", "Anti-Corruption Laws", "Organizations", "Withholdings", "Approvals", "Counterparts", "Successors", "Notices", "Employment", "Disability", "Modifications", "Entire Agreements", "Forfeitures", "Applicable Laws", "Sanctions", "Liens", "Waivers", "Releases", "Financial Statements", "Confidentiality", "Effectiveness", "Capitalization", "Warranties", "Waiver Of Jury Trials", "Costs", "Integration", "Cooperation", "Defined Terms", "Duties", "Litigations"], "gold": ["Litigations"]}
+{"input": "Seller agrees to sell its interest in and to the Assets to Purchaser and Purchaser agrees to buy the Assets from Seller, all in accordance with the terms and conditions set forth in this Agreement. SSL Riverview agrees to sell its interest in and to the SSL Riverview Assets to Purchaser and Purchaser agrees to buy the SSL Riverview Assets from SSL Riverview, all in accordance with the terms and conditions set forth in this Agreement.", "references": ["Tax Withholdings", "Agreements", "Consents", "Base Salary", "Arbitration", "Disclosures", "General", "Duties", "Assigns", "Specific Performance", "Construction", "Indemnity", "Transactions With Affiliates", "Releases", "Payments", "No Conflicts", "Capitalization", "Amendments", "Integration", "Severability", "Cooperation", "Entire Agreements", "Waivers", "Positions", "Closings", "Powers", "Counterparts", "Adjustments", "Forfeitures", "Vesting", "Sales"], "gold": ["Sales"]}
+{"input": "Each Loan Party shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within ten (10)\u00a0Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section \u00a02.12(c) ) paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the applicable Loan Party shall not be obligated to indemnify the Administrative Agent, any Lender or the Issuing Bank for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent, such Lender or the Issuing Bank within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the applicable Loan Party by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. The Loan Parties shall also indemnify the Administrative Agent, within ten (10)\u00a0Business Days after demand therefor, for any amount which a Lender or the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by Section \u00a02.12(g) ; provided that, such Lender or the Issuing Bank, as the case may be, shall indemnify the applicable Loan Party to the extent of any payment the applicable Loan Party makes to the Administrative Agent pursuant to this sentence. In addition, the Loan Parties shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within ten (10)\u00a0Business Days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent, Lender (or its beneficial owners) or Issuing Bank as a result of any failure of any Loan Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to Section\u00a02.12(d) , documentation evidencing the payment of Taxes.", "references": ["Qualifications", "Sales", "Further Assurances", "Transactions With Affiliates", "Terms", "Costs", "Benefits", "Solvency", "Payments", "Capitalization", "Change In Control", "Warranties", "Titles", "Base Salary", "Anti-Corruption Laws", "No Conflicts", "Books", "Fees", "Vesting", "Waivers", "Tax Withholdings", "Assigns", "Financial Statements", "Sanctions", "Governing Laws", "Survival", "Representations", "Definitions", "No Defaults", "Authority", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior negotiations and agreements between the parties, whether written or oral. Each party acknowledges that no party has made any promise, representation, or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof.", "references": ["Liens", "Approvals", "Solvency", "Construction", "Terms", "Headings", "Financial Statements", "Remedies", "Miscellaneous", "Transactions With Affiliates", "No Waivers", "Jurisdictions", "Benefits", "Vacations", "Defined Terms", "Litigations", "Assigns", "Capitalization", "Duties", "Cooperation", "Integration", "No Defaults", "Positions", "Definitions", "Releases", "Agreements", "Existence", "Successors", "Interpretations", "Publicity", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company agrees to indemnify Executive to the fullest extent permitted by applicable law consistent with the Certificate of Incorporation and By-Laws of the Company as in \u00a0 effect on the effective date of this Agreement, or as the Certificate of Incorporation and By-Laws may be amended from time to time to provide greater indemnification, with respect to any acts or non-acts she may have committed while she was an officer, director and/or employee (i) of the Company or any subsidiary thereof, or (ii) of any other entity if her service with such entity was at the request of the Company.", "references": ["Governing Laws", "Records", "Tax Withholdings", "Construction", "Enforceability", "Disclosures", "Withholdings", "Waivers", "Terms", "Releases", "Brokers", "Transactions With Affiliates", "Titles", "Liens", "Further Assurances", "Jurisdictions", "Interests", "Payments", "Interpretations", "Effective Dates", "Defined Terms", "Fees", "Approvals", "Submission To Jurisdiction", "Base Salary", "Miscellaneous", "Headings", "Financial Statements", "Costs", "Consent To Jurisdiction", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Promptly upon the reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, the Borrower shall, shall cause the Subsidiary Guarantors to (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party\u2019s Equity Interests to the Liens granted by the Pledge Agreement to the extent required thereunder and (iii) perfect and maintain the validity, effectiveness and priority of the Pledge Agreement and any of the Liens created thereunder.", "references": ["Consents", "Closings", "Taxes", "Powers", "Venues", "Positions", "Forfeitures", "Governing Laws", "Miscellaneous", "Sales", "Headings", "Defined Terms", "Solvency", "Existence", "Submission To Jurisdiction", "No Waivers", "Intellectual Property", "Records", "Brokers", "Interpretations", "Warranties", "Vacations", "Arbitration", "Remedies", "Authority", "Notices", "Counterparts", "Effective Dates", "Entire Agreements", "Assignments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Note shall be deemed to be made under and shall be construed in accordance with the laws of the State of New Jersey without giving effect to the principals of conflict of laws thereof.\u00a0 Each of the parties consents to the jurisdiction of the U.S.\u00a0 District Court sitting in the District of the State of New Jersey or the state courts of the State of New Jersey sitting in Hudson County, New Jersey in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum \u00a0 non \u00a0 conveniens to the bringing of any such proceeding in such jurisdictions.", "references": ["Transactions With Affiliates", "Solvency", "Survival", "No Defaults", "Withholdings", "Consent To Jurisdiction", "Approvals", "Records", "Severability", "Remedies", "Capitalization", "Representations", "Publicity", "Anti-Corruption Laws", "Qualifications", "Entire Agreements", "Use Of Proceeds", "Positions", "Vesting", "Counterparts", "Employment", "Integration", "Change In Control", "Waivers", "No Conflicts", "Existence", "Authorizations", "Construction", "Disability", "Powers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Guaranty, together with the other Loan Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to a guaranty of the loans and advances under the Loan Documents and/or the Guaranteed Obligations.", "references": ["Payments", "Erisa", "Consent To Jurisdiction", "Powers", "Disability", "Capitalization", "No Defaults", "Miscellaneous", "Enforcements", "Anti-Corruption Laws", "Benefits", "Expenses", "Integration", "Financial Statements", "Non-Disparagement", "Effectiveness", "Liens", "Jurisdictions", "Positions", "Participations", "Qualifications", "Notices", "Change In Control", "Effective Dates", "Vesting", "Counterparts", "Existence", "Enforceability", "Warranties", "Costs", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If a claim or request under this Section 8 is not paid by the Company or on its behalf, within 30 days after a written claim or request has been received by the Company, Executive may at any time thereafter bring an arbitration claim against the Company to recover the unpaid amount of the claim or request and if successful in whole or in part, Executive shall be entitled to be paid also the expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable Texas or Delaware law.", "references": ["Participations", "Expenses", "Consent To Jurisdiction", "Vesting", "Litigations", "Warranties", "Terminations", "Amendments", "Subsidiaries", "No Waivers", "Financial Statements", "Publicity", "Closings", "Forfeitures", "Powers", "Waiver Of Jury Trials", "Compliance With Laws", "Headings", "Benefits", "Employment", "Erisa", "Titles", "General", "Waivers", "Organizations", "Releases", "Base Salary", "Death", "Disclosures", "Existence", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The Severance Agreement, this Agreement and the Employment Agreement (as defined by and expressly provided in the Severance Agreement), is the entire agreement between the parties pertaining to the matters encompassed within it, and is the entire agreement between the parties pertaining to the matters encompassed within it, and supersedes any other agreement, written or oral, that may exist between them relating to the matters encompassed herein, except that this Agreement does not in any way supersede or alter covenants not to compete, non-disclosure or non-solicitation agreements, or confidentiality agreements that may exist between the Executive and the Company.", "references": ["Organizations", "No Waivers", "Expenses", "Approvals", "Closings", "Vesting", "Taxes", "Qualifications", "Tax Withholdings", "Releases", "Transactions With Affiliates", "Indemnifications", "Solvency", "Enforcements", "Brokers", "Withholdings", "Existence", "Modifications", "Anti-Corruption Laws", "Forfeitures", "Disclosures", "Confidentiality", "Miscellaneous", "Warranties", "Venues", "Fees", "Indemnity", "Non-Disparagement", "Vacations", "Titles", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(a) Each Loan Party that owns Vessel Collateral shall maintain with financially sound and reputable insurance companies not Affiliates of the Parent Borrower 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 a similar business of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons, and as required to be maintained under the terms of the Fleet Mortgage, and the Loan Parties shall cause the Collateral Agent to be named as loss payee, for the ratable benefit of the Secured Parties, as to the Vessel Collateral, including, as trustee/mortgagee, and the Collateral Agent, as agent for the Secured Parties, to be named as an additional insured, with a waiver of rights of subrogation, under a marine and war-risk insurance policy, and the Collateral Agent, as agent for the Secured Parties, to be named as an additional insured, with a waiver of rights of subrogation, under the comprehensive general liability insurance, statutory workers\u2019 compensation insurance and longshoreman and harbor workers\u2019 act coverage policies. Such policies of insurance must also contain a provision prohibiting cancellation or the alteration of such insurance without at least thirty (30)\u00a0days\u2019 prior written notice to the Collateral Agent of such intended cancellation or alteration.", "references": ["Enforceability", "Records", "Governing Laws", "Modifications", "Binding Effects", "Subsidiaries", "Disclosures", "Specific Performance", "Use Of Proceeds", "Erisa", "Disability", "Defined Terms", "Miscellaneous", "Waiver Of Jury Trials", "General", "Confidentiality", "Authorizations", "Vacations", "Approvals", "Duties", "Enforcements", "Venues", "Authority", "Costs", "Interpretations", "Notices", "Terminations", "Survival", "Anti-Corruption Laws", "Adjustments", "Insurances"], "gold": ["Insurances"]}
+{"input": "The entire unpaid principal amount due under this Note (the \" Principal \") shall be due and payable on the Maturity Date. Interest on this Note (the \" Interest \") will be payable on the Maturity Date. Interest shall be payable in cash or, at the Holder's option, in shares of the Company's common stock, par value $0.0001 per share (the \" Common Stock \").", "references": ["Fees", "Specific Performance", "Erisa", "Base Salary", "Disclosures", "Jurisdictions", "Indemnifications", "Subsidiaries", "Further Assurances", "Arbitration", "Survival", "Qualifications", "Taxes", "Agreements", "Anti-Corruption Laws", "Governing Laws", "Interests", "Sales", "Litigations", "Tax Withholdings", "Withholdings", "Effective Dates", "Waivers", "No Conflicts", "Binding Effects", "Capitalization", "Vesting", "Solvency", "Forfeitures", "Interpretations", "Payments"], "gold": ["Payments"]}
+{"input": "In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys\u2019 fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted under the Plan, and against all amounts paid by the Committee in settlement thereof ( provided, however , that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however , that within sixty (60) days after the institution of any such action, suit or proceeding, such Committee shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.", "references": ["Disability", "No Defaults", "Vesting", "Liens", "Positions", "Interpretations", "Consent To Jurisdiction", "Counterparts", "Authority", "Expenses", "Headings", "Insurances", "Subsidiaries", "Transactions With Affiliates", "Withholdings", "Erisa", "Litigations", "Powers", "Duties", "Benefits", "Capitalization", "Arbitration", "Representations", "Modifications", "Qualifications", "Successors", "Approvals", "Miscellaneous", "Employment", "Intellectual Property", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Licensee will maintain insurance in amounts and areas of coverage that are considered commercially reasonable in this industry. The Licensee will obtain such insurance coverages and will provide each other with proof of such insurance coverage.", "references": ["Assigns", "Authorizations", "Financial Statements", "Interpretations", "Definitions", "Payments", "Interests", "Duties", "Terms", "Base Salary", "Capitalization", "Waiver Of Jury Trials", "Amendments", "Publicity", "Binding Effects", "Powers", "Intellectual Property", "Books", "Compliance With Laws", "Specific Performance", "Tax Withholdings", "Terminations", "Vacations", "Qualifications", "Fees", "Adjustments", "Approvals", "Taxes", "Organizations", "Forfeitures", "Insurances"], "gold": ["Insurances"]}
+{"input": "No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity or any third party that has not been obtained or made is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement and the other Seller Transaction Documents or the consummation by Seller of the transactions contemplated hereby and thereby.", "references": ["Qualifications", "No Conflicts", "Counterparts", "Adjustments", "Vacations", "Assigns", "Assignments", "Consent To Jurisdiction", "Base Salary", "Jurisdictions", "Integration", "Interests", "Enforceability", "Releases", "Books", "Construction", "Existence", "Records", "Representations", "Benefits", "Notices", "No Defaults", "Costs", "Definitions", "Submission To Jurisdiction", "Sanctions", "Participations", "Withholdings", "Authority", "Miscellaneous", "Approvals"], "gold": ["Approvals"]}
+{"input": "The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.", "references": ["Enforceability", "Assigns", "Sanctions", "Use Of Proceeds", "Cooperation", "Sales", "Titles", "Miscellaneous", "Capitalization", "Remedies", "Agreements", "No Conflicts", "Governing Laws", "Tax Withholdings", "Existence", "Organizations", "Construction", "Records", "Anti-Corruption Laws", "Disability", "Payments", "Effectiveness", "Participations", "Enforcements", "Jurisdictions", "Withholdings", "Forfeitures", "Financial Statements", "Books", "Positions", "Headings"], "gold": ["Headings"]}
+{"input": "Grantor will pay any taxes, assessments and similar imposts and charges, which are now or hereafter may become a Lien upon any of the Collateral, in accordance with the terms and requirements of the Loan Agreement.", "references": ["Miscellaneous", "Confidentiality", "Effectiveness", "Tax Withholdings", "Specific Performance", "Counterparts", "Authorizations", "Agreements", "Vesting", "Change In Control", "Terminations", "Integration", "Use Of Proceeds", "Compliance With Laws", "Adjustments", "Costs", "Solvency", "No Defaults", "Approvals", "Interpretations", "Authority", "Financial Statements", "Defined Terms", "Governing Laws", "Consents", "Duties", "Withholdings", "Disability", "Existence", "Vacations", "Taxes"], "gold": ["Taxes"]}
+{"input": "Administrative Agent shall have received (i) the Historical Financial Statements and (ii)\u00a0the Base Case Model and Projections.", "references": ["Interpretations", "Assignments", "Terminations", "Disclosures", "Existence", "Specific Performance", "No Defaults", "Withholdings", "Construction", "Non-Disparagement", "Solvency", "Disability", "Powers", "Applicable Laws", "Titles", "Miscellaneous", "Vesting", "Jurisdictions", "Governing Laws", "Binding Effects", "Fees", "Confidentiality", "Integration", "Qualifications", "Intellectual Property", "Consent To Jurisdiction", "Organizations", "Remedies", "Positions", "Employment", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 73,009,141 shares are issued and outstanding; and 6,823,448 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .", "references": ["Liens", "Transactions With Affiliates", "Anti-Corruption Laws", "Effectiveness", "No Defaults", "Interests", "Closings", "Financial Statements", "Representations", "Releases", "Costs", "Notices", "Successors", "Solvency", "Insurances", "Authorizations", "Survival", "Vacations", "Applicable Laws", "Employment", "Non-Disparagement", "Construction", "Qualifications", "Erisa", "Fees", "Defined Terms", "Change In Control", "Venues", "Assigns", "Books", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Neither the Purchaser nor its Affiliates or any of their respective officers, directors, employees or agents has employed any broker or finder for which the Company will incur any liability for any financial advisory fees, brokerage fees, commissions or finder\u2019s fees.", "references": ["Forfeitures", "Benefits", "Headings", "Arbitration", "Sales", "Qualifications", "Cooperation", "Modifications", "Existence", "Adjustments", "Indemnity", "Terminations", "Interpretations", "Survival", "Agreements", "Specific Performance", "Assigns", "Base Salary", "Liens", "Consents", "Titles", "Terms", "Insurances", "Authorizations", "Disability", "Waivers", "Effective Dates", "Governing Laws", "Death", "Counterparts", "Brokers"], "gold": ["Brokers"]}
+{"input": "Borrower shall use the proceeds of the Loan to (a)\u00a0acquire the Property or repay and discharge any existing loans relating to the Property, (b)\u00a0pay all past due basic carrying costs, if any, with respect to the Property, (c)\u00a0make deposits into the Reserve Funds on the Closing Date in the amounts provided herein, (d)\u00a0pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, (e)\u00a0fund any working capital requirements of the Property and (f)\u00a0distribute the balance, if any, to Borrower.", "references": ["Withholdings", "Brokers", "Enforcements", "Specific Performance", "Enforceability", "Jurisdictions", "Waiver Of Jury Trials", "Severability", "Indemnifications", "Death", "Headings", "Releases", "Warranties", "Arbitration", "Duties", "Benefits", "Representations", "Transactions With Affiliates", "Sanctions", "Litigations", "Insurances", "Non-Disparagement", "Employment", "Assignments", "Intellectual Property", "Binding Effects", "Sales", "Expenses", "Titles", "Base Salary", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Beginning on the Effective Date, you will serve as President of the Company. You will report to the Company\u2019s Chief Executive Officer (\u201c CEO \u201d) and shall perform the duties and responsibilities customary for such position and such other related duties as are assigned by the CEO. This is a full-time position.", "references": ["Enforcements", "Capitalization", "Payments", "No Conflicts", "Tax Withholdings", "Indemnifications", "Amendments", "Disability", "Transactions With Affiliates", "Financial Statements", "Withholdings", "Survival", "Venues", "Insurances", "Non-Disparagement", "Organizations", "Terms", "Change In Control", "Counterparts", "Costs", "Subsidiaries", "Further Assurances", "Integration", "Effectiveness", "Severability", "Waiver Of Jury Trials", "Headings", "Records", "Submission To Jurisdiction", "Vacations", "Positions"], "gold": ["Positions"]}
+{"input": "This Separation Agreement, and the references to certain provisions of the Employment Agreement (i.e., Sections 6, 8, 9, 10, and 11) incorporated by reference herein sets forth the entire agreement between the parties hereto and fully supersedes any and all prior or contemporaneous agreements or understandings, written or oral, between the parties pertaining to the subject matter hereof.", "references": ["Approvals", "Expenses", "Books", "Agreements", "No Conflicts", "Miscellaneous", "Successors", "Intellectual Property", "Closings", "Applicable Laws", "Powers", "Vesting", "Compliance With Laws", "Waivers", "Headings", "Definitions", "Warranties", "Governing Laws", "Base Salary", "Payments", "Authority", "Counterparts", "Taxes", "Capitalization", "Interests", "Indemnifications", "Amendments", "Brokers", "Disclosures", "Construction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall become effective as of the date first written above upon (a) delivery to the Administrative Agent of (i) counterparts of this Agreement duly executed by each of the parties hereto, (ii) a fully executed copy of that certain Fee Letter dated as of the date hereof, and (iii) final draft forms of the Seller\u2019s amended and restated subordinated promissory notes a reasonable period of time prior to the execution thereof and fully executed copies of such notes and (b) payment of the legal fees of counsel to the Administrative Agent accrued on or prior to the date of this Agreement in connection with the preparation, negotiation and execution of this Agreement and all other instruments, documents and agreements executed and delivered in connection with this Agreement.", "references": ["Submission To Jurisdiction", "Insurances", "Subsidiaries", "Litigations", "Powers", "Arbitration", "Severability", "Brokers", "Remedies", "Amendments", "Disability", "Defined Terms", "No Waivers", "Vacations", "Effective Dates", "Qualifications", "Terms", "Anti-Corruption Laws", "Disclosures", "Fees", "Indemnity", "Erisa", "Existence", "Forfeitures", "Specific Performance", "Participations", "Notices", "Successors", "Approvals", "Capitalization", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "This Agreement shall be interpreted, construed and governed according to the laws of the State of Georgia. Any legal action brought in regard to this Agreement, which is not subject to arbitration as provided in Paragraph 23 or is brought to enforce the finding of the arbitrator, shall be brought in the Superior Court of Muscogee County, Georgia, or the United States District Court of the Southern District of Georgia, whichever applies, and the parties waive jurisdiction and venue in any other court.", "references": ["Venues", "Transactions With Affiliates", "Notices", "Headings", "Payments", "Tax Withholdings", "No Defaults", "Effective Dates", "Interests", "Compliance With Laws", "Counterparts", "Non-Disparagement", "Subsidiaries", "Construction", "Defined Terms", "Brokers", "Fees", "Consent To Jurisdiction", "Releases", "Jurisdictions", "Waiver Of Jury Trials", "Publicity", "Binding Effects", "Approvals", "Employment", "Powers", "Enforceability", "Solvency", "Records", "Forfeitures", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The headings herein are for convenience only, do not constitute a part of this Agreement and all not be deemed to limit or affect any of the provisions hereof.", "references": ["Effective Dates", "Vacations", "Modifications", "Adjustments", "Positions", "Costs", "Authority", "Participations", "Disability", "Integration", "Waiver Of Jury Trials", "Releases", "Taxes", "Counterparts", "Erisa", "Publicity", "Terminations", "Change In Control", "Interests", "Enforceability", "Agreements", "Tax Withholdings", "Assigns", "Transactions With Affiliates", "Base Salary", "Disclosures", "Defined Terms", "Payments", "Notices", "Vesting", "Headings"], "gold": ["Headings"]}
+{"input": "Seller shall pay (a) all reasonable out-of-pocket expenses incurred by the Purchaser (including the reasonable fees, charges and disbursements of counsel for the Purchaser), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Transaction Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (b) all out-of-pocket expenses incurred by the Purchaser (including the fees, charges and disbursements of counsel to the Purchaser ) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Transaction Documents, including its rights under this Section.", "references": ["Sales", "Indemnifications", "No Conflicts", "Sanctions", "Miscellaneous", "Waivers", "Authorizations", "Positions", "Agreements", "Adjustments", "Binding Effects", "Base Salary", "Counterparts", "No Defaults", "Assignments", "Death", "Confidentiality", "Liens", "Defined Terms", "Consents", "Enforceability", "Warranties", "Definitions", "Tax Withholdings", "Remedies", "Participations", "Indemnity", "Applicable Laws", "Employment", "General", "Expenses"], "gold": ["Expenses"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations under any of this Section \u00a02.16 or Sections 2.03 , 2.05 or 2.17 shall be released promptly following (i)\u00a0the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section \u00a010.06(b)(vi) )) or (ii)\u00a0the Administrative Agent\u2019s good faith determination that there exists excess Cash Collateral; provided , however , (x)\u00a0that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section \u00a02.16 may be otherwise applied in accordance with Section \u00a08.03 ), and (y)\u00a0the Person providing Cash Collateral and the L/C Issuer agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Change In Control", "Indemnifications", "Publicity", "Books", "Records", "Vacations", "Agreements", "Authorizations", "Assignments", "Non-Disparagement", "Solvency", "Applicable Laws", "Survival", "Death", "Further Assurances", "Erisa", "Arbitration", "Interpretations", "Remedies", "Representations", "Enforcements", "Modifications", "Cooperation", "Disability", "Taxes", "Fees", "Notices", "Binding Effects", "Counterparts", "No Waivers", "Releases"], "gold": ["Releases"]}
+{"input": "This Amendment Number One may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.", "references": ["No Conflicts", "Successors", "Organizations", "Compliance With Laws", "Releases", "Employment", "Intellectual Property", "Effective Dates", "Waivers", "Brokers", "Amendments", "Titles", "Headings", "Indemnifications", "Assignments", "Books", "Interests", "Fees", "Consent To Jurisdiction", "Benefits", "Closings", "Forfeitures", "Authority", "Jurisdictions", "Specific Performance", "Sales", "Tax Withholdings", "Use Of Proceeds", "Records", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Executive at the last address the Executive has filed in writing with the Company, or to the Company at its main office, attention of the Board of Directors.", "references": ["Change In Control", "Books", "Erisa", "Litigations", "Sales", "Representations", "Binding Effects", "Participations", "Interests", "Entire Agreements", "No Waivers", "Payments", "Releases", "Subsidiaries", "Confidentiality", "Liens", "Insurances", "Remedies", "Modifications", "Waiver Of Jury Trials", "Disclosures", "Taxes", "Use Of Proceeds", "Assigns", "Effective Dates", "Capitalization", "Intellectual Property", "Vesting", "Closings", "Enforcements", "Notices"], "gold": ["Notices"]}
+{"input": "No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a)\u00a0with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b)\u00a0that could reasonably be expected to have a Material Adverse Effect.", "references": ["Definitions", "Forfeitures", "Books", "No Defaults", "Base Salary", "Venues", "Terms", "Authorizations", "Waivers", "Releases", "Vesting", "Anti-Corruption Laws", "Counterparts", "Publicity", "Waiver Of Jury Trials", "Taxes", "Subsidiaries", "Notices", "Use Of Proceeds", "Withholdings", "Death", "Disability", "Entire Agreements", "Transactions With Affiliates", "Severability", "Agreements", "Successors", "Non-Disparagement", "Indemnity", "Participations", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Complete and correct copies of the Articles of Incorporation and Bylaws of the Company as in effect on the date hereof have been publicly filed with the SEC and the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company\u2019s Articles of Incorporation or Bylaws. The Company has taken all action required by law, its Articles of Incorporation, its Bylaws, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken all action required by law, its Articles of Incorporation, Bylaws, or otherwise to consummate the transactions herein contemplated.", "references": ["Binding Effects", "Jurisdictions", "Taxes", "Publicity", "Applicable Laws", "Death", "Governing Laws", "Solvency", "Non-Disparagement", "Releases", "Base Salary", "Payments", "Counterparts", "Authorizations", "Brokers", "Interpretations", "Specific Performance", "Adjustments", "Terms", "Compliance With Laws", "General", "Enforcements", "No Conflicts", "Disability", "Positions", "Anti-Corruption Laws", "Authority", "Agreements", "Interests", "Vesting", "Organizations"], "gold": ["Organizations"]}
+{"input": "(a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender, any Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof , and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Company at its address specified in Section 9.02, and each Designated Subsidiary hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that each Designated Subsidiary has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Designated Subsidiary hereby irrevocably waives such immunity in respect of its obligations under this Agreement.", "references": ["Costs", "Indemnifications", "Entire Agreements", "Adjustments", "Solvency", "Participations", "Qualifications", "Fees", "Effectiveness", "Sanctions", "Authority", "Assignments", "Venues", "Compliance With Laws", "Liens", "Intellectual Property", "Remedies", "Governing Laws", "Applicable Laws", "Headings", "Assigns", "Representations", "Releases", "Litigations", "Warranties", "Employment", "Publicity", "Transactions With Affiliates", "Successors", "Interpretations", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.", "references": ["Sales", "Disability", "Severability", "No Defaults", "Notices", "Disclosures", "Duties", "Remedies", "Subsidiaries", "Approvals", "Vesting", "General", "Base Salary", "Authority", "Assignments", "Interests", "Counterparts", "Intellectual Property", "Records", "Arbitration", "Venues", "Indemnifications", "Effectiveness", "Enforcements", "Authorizations", "Participations", "Assigns", "Fees", "Forfeitures", "Warranties", "Organizations"], "gold": ["Organizations"]}
+{"input": "The foregoing recitals are true and correct in all material respects. Capitalized terms and phrases used but not otherwise defined in the body of this Agreement shall have the meanings ascribed to such terms and phrases in Schedule A attached hereto.", "references": ["Effective Dates", "Interests", "Taxes", "Tax Withholdings", "Cooperation", "Qualifications", "Benefits", "Enforceability", "Assigns", "No Waivers", "Remedies", "Non-Disparagement", "Interpretations", "Effectiveness", "Vacations", "Closings", "General", "Terms", "No Defaults", "Duties", "Representations", "Enforcements", "Binding Effects", "Records", "Arbitration", "Use Of Proceeds", "Jurisdictions", "Waivers", "Withholdings", "Terminations", "Definitions"], "gold": ["Definitions"]}
+{"input": "Except as otherwise provided under the Wrap Plan, any vested Deferred Shares shall be distributed to the Grantee in accordance with the terms of the deferral election previously made by the Grantee with respect to the Deferred Shares under the Wrap Plan.", "references": ["Tax Withholdings", "Titles", "No Waivers", "Counterparts", "Employment", "Integration", "Headings", "Solvency", "Severability", "Amendments", "Positions", "Effectiveness", "Applicable Laws", "Disability", "Indemnifications", "Terms", "Defined Terms", "Waivers", "Representations", "Erisa", "Consent To Jurisdiction", "Cooperation", "Enforceability", "Jurisdictions", "Effective Dates", "Insurances", "General", "Withholdings", "Anti-Corruption Laws", "No Conflicts", "Payments"], "gold": ["Payments"]}
+{"input": "The initial term of employment under this Agreement (the \u201c Initial Term \u201d) shall be for the period beginning on the Effective Date and ending on the third (3 rd ) anniversary of the Effective Date, unless earlier terminated as provided in paragraph 2.2.\u00a0\u00a0The employment term hereunder shall automatically be extended for successive one (1)-year periods commencing with the third (3 rd ) anniversary of the Effective Date (\u201c Extension Terms \u201d and, collectively with the Initial Term, the \u201c Term \u201d) unless earlier terminated in accordance with this Agreement.", "references": ["Further Assurances", "Consents", "Adjustments", "Remedies", "Jurisdictions", "Expenses", "Venues", "Modifications", "Headings", "Entire Agreements", "Counterparts", "Defined Terms", "Fees", "Vacations", "Costs", "Insurances", "Arbitration", "No Defaults", "Non-Disparagement", "Warranties", "Intellectual Property", "Waiver Of Jury Trials", "Assignments", "Compliance With Laws", "Enforceability", "Liens", "Indemnity", "Payments", "Brokers", "Representations", "Terms"], "gold": ["Terms"]}
+{"input": "If any provision or portion of any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable Law, such invalidity, illegality, or unenforceability shall not affect any other provision hereof.", "references": ["Headings", "Jurisdictions", "Integration", "Definitions", "Participations", "Litigations", "Warranties", "Positions", "Organizations", "Enforcements", "Waivers", "Amendments", "Capitalization", "Forfeitures", "General", "Closings", "Records", "Indemnifications", "Representations", "Interpretations", "Financial Statements", "Brokers", "Fees", "Books", "Tax Withholdings", "Survival", "No Conflicts", "Base Salary", "Specific Performance", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "Each party represents and warrants to the other that it has full authority and power to enter into and perform its obligations under this Amendment, that the person executing this Amendment is fully empowered to do so, and that no consent or authorization is necessary from any third party. Lessor may request that Lessee provide Lessor evidence of Lessee\u2019s authority.", "references": ["Use Of Proceeds", "Representations", "Liens", "Interests", "Vacations", "Closings", "Participations", "Vesting", "Successors", "Titles", "Death", "Intellectual Property", "Terms", "No Defaults", "Applicable Laws", "Duties", "Entire Agreements", "Assignments", "Integration", "Brokers", "Modifications", "Warranties", "Employment", "Indemnity", "No Conflicts", "Amendments", "Fees", "Defined Terms", "Payments", "Terminations", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement shall be binding upon Borrower, Holdco XI, Owner XI, Tenant XI and Investor and their respective successors and assigns and inure to the benefit of the Administrative Agent and Investor and their respective successors and assigns. This Agreement cannot be changed, modified or terminated without the express written consent of all of the parties hereto. Each Collateral Agent may, at any time, in its sole discretion, assign all of its right, title and interest in and to this Agreement to its successors and assigns and any such assignees shall be bound by this Agreement.", "references": ["Fees", "Duties", "Anti-Corruption Laws", "Disclosures", "Positions", "Costs", "Vesting", "Payments", "Jurisdictions", "Severability", "Authority", "Warranties", "Transactions With Affiliates", "Insurances", "Effectiveness", "Sales", "Consents", "Brokers", "Expenses", "Financial Statements", "Definitions", "Withholdings", "Use Of Proceeds", "Arbitration", "Indemnifications", "General", "Terminations", "Waivers", "Vacations", "Applicable Laws", "Assignments"], "gold": ["Assignments"]}
+{"input": "All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, Wilmington Savings Fund Society, FSB or any of their Affiliates shall be subject to the prior written approval of Administrative Agent (for itself and on behalf of Lender) in its sole discretion, provided that Borrower and its Affiliates shall be permitted to make any disclosure required by any applicable federal or State securities laws, rules or regulations without the prior written approval of Administrative Agent. All news releases, publicity or advertising by Lender, Administrative Agent or any of their respective Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, or to Borrower or its Affiliates shall be subject to the prior written approval of Borrower, not to be unreasonably withheld, conditioned or delayed, provided , that (i) any news releases, publicity or advertising issued in connection with a sale or other disposition of the Loan, or any portion thereof or\u00a0required by applicable law and (ii) any marketing or other advertising in connection with the enforcement of Administrative Agent\u2019s and/or Collateral Agent\u2019s remedies after an Event of Default, shall not require the prior written approval of Borrower.", "references": ["Employment", "Counterparts", "Submission To Jurisdiction", "Construction", "Intellectual Property", "Withholdings", "Representations", "Forfeitures", "Definitions", "Effectiveness", "Vesting", "Jurisdictions", "Agreements", "Survival", "Non-Disparagement", "Records", "No Waivers", "Liens", "Assignments", "Taxes", "Positions", "Base Salary", "Books", "Disclosures", "Anti-Corruption Laws", "Organizations", "Expenses", "Fees", "Brokers", "Transactions With Affiliates", "Publicity"], "gold": ["Publicity"]}
+{"input": "No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall in any event be effective unless such amendment or waiver shall be in writing and signed by the Guarantor, the Letter of Credit Agent (who shall act following the receipt of the consent of all the Letter of Credit Banks), the Administrative Agent (who shall act following the receipt of the consent of all the Liquidity Banks), the Collateral Agent and the Trustee.\u00a0 Such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.", "references": ["Defined Terms", "Death", "Costs", "Agreements", "Specific Performance", "Sanctions", "No Waivers", "Withholdings", "Expenses", "Submission To Jurisdiction", "Applicable Laws", "Transactions With Affiliates", "Further Assurances", "Binding Effects", "Vesting", "Benefits", "Solvency", "Compliance With Laws", "Change In Control", "Tax Withholdings", "Entire Agreements", "Definitions", "Effectiveness", "Indemnifications", "Participations", "Confidentiality", "Authorizations", "Representations", "Vacations", "Taxes", "Amendments"], "gold": ["Amendments"]}
+{"input": "The execution of this Agreement by the Exiting Shareholder, the consummation of the transactions contemplated by this Agreement and the performance of the Exiting Shareholder\u2019s respective obligations under this Agreement will not: (i) violate any organizational or governing documents of the Exiting Shareholder, as applicable, (ii) require the consent of any third party or governmental entity under any applicable laws; (iii) with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which the Exiting Shareholder is a party or to which any of its assets, properties or operations are subject; (iv) violate any provision of law, statute, rule, regulation or executive order to which the Exiting Shareholder is subject; or (v) violate any judgment, order, writ or decree of any court applicable to the Exiting Shareholder.", "references": ["Terminations", "Waivers", "Expenses", "Fees", "Effectiveness", "Transactions With Affiliates", "Miscellaneous", "No Defaults", "Disclosures", "Death", "Subsidiaries", "Erisa", "Amendments", "Assigns", "Terms", "Modifications", "Compliance With Laws", "Sanctions", "Powers", "Construction", "Vesting", "Base Salary", "Withholdings", "Interpretations", "Venues", "Authorizations", "Enforcements", "Representations", "General", "Approvals", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Company will not request any Borrowing, and the Company shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person or country that, at the time of such action, is a Sanctioned Person or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Further Assurances", "Compliance With Laws", "Arbitration", "Survival", "Terminations", "Entire Agreements", "Disability", "Releases", "Capitalization", "Assignments", "Modifications", "Waiver Of Jury Trials", "Agreements", "Non-Disparagement", "Construction", "Erisa", "Vesting", "Tax Withholdings", "Severability", "Forfeitures", "Warranties", "Expenses", "No Conflicts", "Liens", "Base Salary", "Notices", "Duties", "Subsidiaries", "Qualifications", "Existence", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Borrower hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement may be instituted in any Florida state court or federal court sitting in the State of Florida, or in such other appropriate court and venue as Bank may choose in its sole discretion. Borrower consents to the jurisdiction of such courts and waives any objection relating to the basis for personal or in rem jurisdiction or to venue which Borrower may now or hereafter have in any such legal action or proceedings.", "references": ["Solvency", "Amendments", "Tax Withholdings", "Governing Laws", "Integration", "Existence", "Vacations", "Submission To Jurisdiction", "Capitalization", "Enforcements", "Liens", "Assignments", "Litigations", "Sanctions", "Vesting", "Waivers", "Organizations", "Defined Terms", "Consents", "Jurisdictions", "Releases", "Powers", "Disability", "Survival", "Duties", "Erisa", "Withholdings", "Records", "No Waivers", "Expenses", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "The Seller shall, at its expense and in compliance with all Applicable Requirements, (i) prepare and record or cause to be prepared and recorded, as required by the applicable Investor, all prior intervening Assignments of Mortgage Instruments; (ii) prepare or cause to be prepared all Assignments of Mortgage Instruments to the applicable Investor or as otherwise required by the applicable Investor; and (iii) endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the applicable Investor. The Seller shall deliver to the Document Custodian all original recorded Assignments of Mortgage Instruments (or a recorded copy if the county register does not return an original) promptly upon receipt of the same from the applicable recording office or otherwise.", "references": ["Qualifications", "Specific Performance", "Titles", "Capitalization", "Survival", "Binding Effects", "Disclosures", "Approvals", "Interests", "Withholdings", "Closings", "Use Of Proceeds", "Adjustments", "Warranties", "Construction", "Vacations", "Forfeitures", "Severability", "General", "No Waivers", "Enforceability", "Terminations", "Modifications", "Payments", "Interpretations", "Death", "Costs", "Confidentiality", "Submission To Jurisdiction", "Employment", "Assignments"], "gold": ["Assignments"]}
+{"input": "No Loan Party will, and Anixter will not permit any Loan Party to, directly or indirectly enter into or permit to exist any transaction (including, without limitation, any sale, lease, or other transfer of any property or assets, any purchase, lease, or other acquisition of any property or assets, or the rendering of any service) with any Affiliate of Anixter that is not a Loan Party that involves one or more payments to such Affiliate in excess of $5,000,000 for any single transaction or series of related transactions on terms that are less favorable to it than those fair and reasonable terms that might be obtained in a comparable arms-length transaction at the time (other than payments to AXE permitted pursuant to Section 6.8(a) ); provided that the foregoing shall not restrict transactions among Foreign Subsidiaries.", "references": ["Publicity", "Counterparts", "Solvency", "Successors", "Definitions", "Participations", "Governing Laws", "Specific Performance", "Capitalization", "Assigns", "Non-Disparagement", "Death", "Releases", "Anti-Corruption Laws", "Intellectual Property", "Headings", "Benefits", "Use Of Proceeds", "Qualifications", "Defined Terms", "Indemnifications", "Records", "No Waivers", "Notices", "Sales", "Organizations", "Adjustments", "Further Assurances", "Severability", "Remedies", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement will expire on July 31, 2018, subject to modification as specified in Section II of the Agreement.", "references": ["Authorizations", "Transactions With Affiliates", "Headings", "Venues", "Positions", "No Conflicts", "Assignments", "Brokers", "No Defaults", "Amendments", "Records", "Tax Withholdings", "Books", "Qualifications", "Payments", "Cooperation", "Benefits", "Duties", "Titles", "Defined Terms", "Withholdings", "Terminations", "Waivers", "Releases", "Integration", "Warranties", "Indemnity", "Miscellaneous", "Further Assurances", "Disability", "Terms"], "gold": ["Terms"]}
+{"input": "Purchasers may terminate this Agreement (i) at any time prior to the Closing Date by written notice signed by all Purchasers to Company if Purchasers shall decline to purchase the Subordinated Notes for any reason permitted by this Agreement or (ii) on the Closing Date if any condition described in Section 3.2 is not fulfilled by Company or waived in writing by the Purchasers on or prior to the Closing Date.\u00a0\u00a0Any termination pursuant to this Section shall be without liability on the part of (a) Company to Purchasers or (b) Purchasers to Company (or, with respect to the Indenture, the Trustee).", "references": ["Payments", "Releases", "General", "Taxes", "Jurisdictions", "Applicable Laws", "Death", "Consents", "Arbitration", "Organizations", "Indemnity", "Enforceability", "Governing Laws", "Counterparts", "Vacations", "Terms", "Interests", "Publicity", "Erisa", "Modifications", "Duties", "Positions", "Non-Disparagement", "Disclosures", "Records", "Brokers", "Insurances", "Litigations", "Headings", "Employment", "Terminations"], "gold": ["Terminations"]}
+{"input": "All communications hereunder will be in writing and effective only on receipt, and, if sent to the Manager, will be mailed, delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no.: (646)\u00a0291-1469) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; or, if sent to the Company, will be mailed or delivered to it at Tocagen Inc., 4242 Campus Point Court, Suite 500, San Diego, California, 92121 attention of the Legal Department, with a copy sent via email to Karen Deschaine Anderson, Cooley LLP, at kanderson@cooley.com.", "references": ["Enforcements", "Confidentiality", "Effectiveness", "Severability", "Miscellaneous", "Venues", "Erisa", "Defined Terms", "Authorizations", "Capitalization", "Modifications", "Authority", "Entire Agreements", "Taxes", "Headings", "Existence", "Consent To Jurisdiction", "Participations", "Brokers", "Cooperation", "No Defaults", "Transactions With Affiliates", "Consents", "Amendments", "Binding Effects", "Interests", "Tax Withholdings", "General", "Disability", "Non-Disparagement", "Notices"], "gold": ["Notices"]}
+{"input": "The captions in this Agreement are solely for convenience.\u00a0\u00a0The captions do not define, limit, or describe the scope or intent of this Agreement.\u00a0\u00a0This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.", "references": ["Sanctions", "Existence", "Miscellaneous", "Forfeitures", "Vacations", "Terms", "Qualifications", "Expenses", "Modifications", "Effectiveness", "Authority", "Insurances", "Warranties", "Confidentiality", "Arbitration", "Payments", "Remedies", "Adjustments", "Non-Disparagement", "Brokers", "Anti-Corruption Laws", "Integration", "Capitalization", "Survival", "Base Salary", "Subsidiaries", "Definitions", "Construction", "Disability", "Consents", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Grantee shall have no right, without the prior written consent of the Company, to (i) sell, assign, mortgage, pledge or otherwise transfer any interest or right created hereby, or (ii) delegate his or her duties or obligations under this Agreement. This Agreement is made solely for the benefit of the parties hereto, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Agreement.", "references": ["Cooperation", "Terms", "Payments", "Authority", "Capitalization", "Assigns", "Qualifications", "Vacations", "Books", "Insurances", "Releases", "Effectiveness", "Consent To Jurisdiction", "Erisa", "Counterparts", "Change In Control", "Jurisdictions", "Terminations", "Anti-Corruption Laws", "Solvency", "Warranties", "Benefits", "Employment", "Costs", "Vesting", "Integration", "Arbitration", "Amendments", "Liens", "No Waivers", "Assignments"], "gold": ["Assignments"]}
+{"input": "Any notice or other communication to Fannie Mae pursuant to this Agreement shall be in writing and delivered by hand, electronic mail (with confirmation), overnight express or similar service (fees prepaid), or first\u2011class United States registered or certified mail with return receipt requested (postage prepaid), to Fannie Mae at the address (which may be changed by written notice) shown below. The Transaction Parties request that any communication from Fannie Mae to any Transaction Party, as applicable, be given in the same manner, and under the same procedures, as provided above, with the Transaction Parties\u2019 addresses for such purpose, and related information, being as shown below.", "references": ["Subsidiaries", "Representations", "Payments", "Closings", "Benefits", "Costs", "Intellectual Property", "Miscellaneous", "Use Of Proceeds", "Venues", "Non-Disparagement", "No Conflicts", "Agreements", "Forfeitures", "Capitalization", "Effective Dates", "Erisa", "Vacations", "Participations", "Brokers", "Authorizations", "Cooperation", "Insurances", "Compliance With Laws", "Litigations", "Confidentiality", "Severability", "Titles", "Records", "No Defaults", "Notices"], "gold": ["Notices"]}
+{"input": "Buyer agrees to take, and to cause its Affiliates to take, all steps necessary to implement the intent of this Section\u00a011.15 . Buyer and the Company further agree that Sidley and its partners and employees are third-party beneficiaries of this Section\u00a011.15 .", "references": ["Authorizations", "Change In Control", "No Waivers", "Construction", "Employment", "Sales", "Publicity", "Consent To Jurisdiction", "Participations", "Transactions With Affiliates", "Assignments", "Subsidiaries", "Capitalization", "Records", "Authority", "Warranties", "Solvency", "Interpretations", "Terms", "Books", "Withholdings", "Cooperation", "Approvals", "Non-Disparagement", "Disclosures", "Intellectual Property", "Enforceability", "Headings", "Tax Withholdings", "Terminations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided , however , that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by Mondel\u0113z or any Borrower as required by the terms of this Agreement or at the request of Mondel\u0113z or such Borrower, and any notice provided pursuant to Section\u00a05.01(c)(iv). Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term \u201cagent\u201d herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.", "references": ["Construction", "Survival", "Interpretations", "Insurances", "Releases", "Sales", "Vesting", "Financial Statements", "Waivers", "Transactions With Affiliates", "Organizations", "Headings", "Waiver Of Jury Trials", "Sanctions", "Litigations", "Notices", "Fees", "Modifications", "Entire Agreements", "Capitalization", "No Waivers", "Titles", "General", "Effective Dates", "Change In Control", "Governing Laws", "Interests", "Participations", "Consents", "Counterparts", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement sets forth the entire agreement among the parties with respect to the subject matter of this Agreement. \u00a0This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. \u00a0Delivery by fax or PDF shall be as effective as delivery of an original. \u00a0This Agreement inures to the benefit of PayMeOn Inc.\u2019s subsidiaries and its and their successors and assigns, who are third-party beneficiaries of this Agreement. \u00a0 The validity, construction, interpretation and performance of this Agreement shall be construed under, and governed by, the laws of the State of Florida without regard to conflicts of law principles. \u00a0 THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATED TO THIS AGREEMENT. \u00a0If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be modified by a court of competent jurisdiction to make such provision legal, valid and enforceable, without invalidating the remainder of such provision or the remaining provisions of this Agreement, with the provisions of this Agreement being interpreted, to the maximum extent possible, so as to conform to the original intent of this Agreement. \u00a0This Agreement may not be changed, supplemented, canceled or terminated, and the terms hereof may not be waived, except by written instrument signed by the parties. \u00a0No delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof. \u00a0No waiver any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege. \u00a0The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies. \u00a0 The time period of a restrictive covenant herein shall only be deemed to have run while the party bound thereby was in full compliance therewith. \u00a0All notices in respect of this Agreement shall be given in writing, shall be hand delivered or sent by registered or certified first-class mail, postage prepaid, and shall be effective upon delivery if hand delivered, or three days after mailing if mailed. \u00a0The non-prevailing party shall reimburse the prevailing party for all reasonable collection and enforcement costs, including all reasonable attorneys\u2019 fees and disbursements, in connection with any proceeding related to any breach or threatened breach hereof.", "references": ["No Waivers", "Brokers", "Terminations", "Non-Disparagement", "Books", "Waiver Of Jury Trials", "Definitions", "Enforceability", "Sales", "Further Assurances", "Binding Effects", "Integration", "Venues", "Closings", "Compliance With Laws", "Indemnity", "Assigns", "Fees", "Change In Control", "Vacations", "Severability", "Cooperation", "Construction", "Erisa", "Costs", "Modifications", "Assignments", "Applicable Laws", "Interpretations", "Counterparts", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Executive will be entitled to paid vacation time each year during the Term that will accrue in accordance with the Company\u2019s policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of the Company.", "references": ["Interpretations", "Powers", "Terms", "Jurisdictions", "No Conflicts", "Intellectual Property", "Enforcements", "Severability", "Books", "Organizations", "Cooperation", "Withholdings", "Assignments", "Disability", "Effectiveness", "Employment", "Fees", "Specific Performance", "Insurances", "Consent To Jurisdiction", "General", "Notices", "Representations", "Waivers", "Sales", "Successors", "Assigns", "Remedies", "Existence", "Titles", "Vacations"], "gold": ["Vacations"]}
+{"input": "The Investor\u2019s obligation to fund the Commitment shall terminate automatically and immediately upon the earliest to occur of (i)\u00a0the funding by the Investor or its Assignees of the Commitment in full, (ii)\u00a0the Outside Date, (iii)\u00a0the date that the Company has received, following the date hereof, gross proceeds in an aggregate amount equal to or greater than $75,000,000 from one or more equity and/or debt financing(s) from sources other than the Investor and its Assignees, and (iv)\u00a0the date that a third party acquires all of the capital stock of the Company through merger, purchase or otherwise. Upon such termination pursuant to this Section \u00a02 , the Investor shall not have any further obligation or liability hereunder with respect to the Commitment, provided , however that notwithstanding such termination, Sections 4, 5, 6 , 7 and 11 shall survive such termination.", "references": ["Jurisdictions", "Consent To Jurisdiction", "Existence", "Positions", "Tax Withholdings", "Effectiveness", "Counterparts", "Warranties", "Organizations", "Powers", "Costs", "Governing Laws", "Terms", "Enforceability", "General", "Indemnifications", "Compliance With Laws", "Interests", "Indemnity", "Closings", "Enforcements", "Subsidiaries", "Vesting", "Specific Performance", "Payments", "Consents", "Releases", "Sales", "Titles", "Waiver Of Jury Trials", "Terminations"], "gold": ["Terminations"]}
+{"input": "During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, twenty two (22) paid vacation days per year.\u00a0\u00a0Vacation shall be taken at such times as are mutually convenient to the Executive and the Company and no more than seven (7) consecutive days shall be taken at any one time without Company approval in advance.", "references": ["Arbitration", "Confidentiality", "Enforceability", "Liens", "Binding Effects", "Assignments", "General", "Death", "Sales", "Survival", "Submission To Jurisdiction", "Severability", "Assigns", "Remedies", "Erisa", "Financial Statements", "Authority", "Construction", "Miscellaneous", "Further Assurances", "Consents", "Subsidiaries", "Interests", "Benefits", "Consent To Jurisdiction", "Books", "Expenses", "Agreements", "Cooperation", "Headings", "Vacations"], "gold": ["Vacations"]}
+{"input": "The Issuing Entity shall execute and deliver the Series 2018-1 Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Series 2018-1 Notes when authenticated, each in accordance with Section 3.03 of the Indenture.", "references": ["Disclosures", "Governing Laws", "Miscellaneous", "Tax Withholdings", "Employment", "Taxes", "Definitions", "Sales", "Closings", "Intellectual Property", "Further Assurances", "Releases", "Liens", "Litigations", "Brokers", "Venues", "Books", "Vesting", "Disability", "Indemnifications", "Enforceability", "Consent To Jurisdiction", "Jurisdictions", "Integration", "Cooperation", "Anti-Corruption Laws", "Titles", "Indemnity", "Expenses", "Applicable Laws", "Payments"], "gold": ["Payments"]}
+{"input": "You will keep the terms of this Agreement confidential, except that you may disclose this Agreement to: (1) your spouse and your parents, provided they agree to keep the terms of this Agreement confidential; (2) your accountant or attorney, in which case, you agree not to waive any applicable privilege regarding that discussion; and (3) any other person to whom disclosure is necessary in order to comply with a legal duty , such as a duty that may arise under the Internal Revenue Service or Social Security regulations or statutes. You agree that if you (or anyone to whom you permissibly disclose the terms of this Agreement) disclose the terms, manner, amount, conditions and/or substance of this Agreement, you will be liable to the Company for liquidated damages in the amount of $5,000 for each disclosure, up to a maximum of $20,000. You agree that these liquidated damages in the amount above represent compensation, not a penalty, and although the Company\u2019s damages for your breach of this paragraph are incapable of being accurately measured at this time, this liquidated damage amount is a reasonable estimation of damage to the Company in the event of such breach.", "references": ["Organizations", "Representations", "Venues", "Existence", "Authorizations", "Jurisdictions", "Subsidiaries", "Qualifications", "Entire Agreements", "Consent To Jurisdiction", "Definitions", "Governing Laws", "Brokers", "Titles", "Notices", "Defined Terms", "Construction", "No Waivers", "Erisa", "Indemnity", "Amendments", "Positions", "Compliance With Laws", "Terms", "Assigns", "Records", "Tax Withholdings", "Disclosures", "Effectiveness", "Enforceability", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Any notice required or permitted hereunder or under any Guaranty Joinder Agreement shall be given, (a)\u00a0with respect to each Guarantor, at the address of the Borrower indicated in Schedule 10.02 of the Credit Agreement and (b)\u00a0with respect to the Administrative Agent or any other Guaranteed Party, at the Administrative Agent\u2019s address indicated in Schedule 10.02 of the Credit Agreement. All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section \u00a010.02 of the Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder.", "references": ["Agreements", "Successors", "Terms", "Effectiveness", "Submission To Jurisdiction", "Defined Terms", "Jurisdictions", "Intellectual Property", "Assigns", "Payments", "Employment", "Powers", "Change In Control", "Solvency", "Titles", "Taxes", "Terminations", "Duties", "Tax Withholdings", "Subsidiaries", "Transactions With Affiliates", "Death", "Definitions", "Capitalization", "Withholdings", "Further Assurances", "Vesting", "Use Of Proceeds", "No Waivers", "Positions", "Notices"], "gold": ["Notices"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). PLEDGOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON COULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.", "references": ["Arbitration", "Entire Agreements", "Amendments", "Solvency", "Confidentiality", "Enforceability", "Anti-Corruption Laws", "Approvals", "Compliance With Laws", "Duties", "Transactions With Affiliates", "Submission To Jurisdiction", "Effectiveness", "Representations", "Binding Effects", "Withholdings", "Specific Performance", "Further Assurances", "Taxes", "Interpretations", "Adjustments", "Headings", "No Waivers", "No Defaults", "Warranties", "Terms", "Death", "Authorizations", "Vacations", "Employment", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Note, and any claims arising out of relating to this Note, whether in contract or tort, statutory or common law, shall be governed exclusively by, and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.", "references": ["Remedies", "Forfeitures", "Interests", "No Defaults", "Closings", "Consents", "Amendments", "Financial Statements", "No Conflicts", "Duties", "Submission To Jurisdiction", "Brokers", "Solvency", "Vacations", "Organizations", "Warranties", "General", "Death", "Disability", "Vesting", "Compliance With Laws", "Subsidiaries", "Notices", "Jurisdictions", "Non-Disparagement", "Severability", "Terms", "Authority", "Venues", "Indemnifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility 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 and its Subsidiaries are engaged.\u00a0 Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its Subsidiaries, taken as a whole.", "references": ["Amendments", "Arbitration", "Miscellaneous", "Enforcements", "Assignments", "Payments", "Specific Performance", "Modifications", "Qualifications", "Construction", "Further Assurances", "Terms", "Entire Agreements", "Closings", "Positions", "Compliance With Laws", "Participations", "Interpretations", "Litigations", "Anti-Corruption Laws", "Authorizations", "Waivers", "Jurisdictions", "Duties", "Effective Dates", "Consent To Jurisdiction", "Death", "Effectiveness", "Agreements", "Interests", "Insurances"], "gold": ["Insurances"]}
+{"input": "No Person will have, as a result of the transactions contemplated by this Agreement or other Transaction Document, any valid right, interest or claim against or upon the Company or such Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.", "references": ["Closings", "Warranties", "Financial Statements", "Approvals", "Enforceability", "No Conflicts", "Erisa", "Employment", "Titles", "Powers", "Effective Dates", "Jurisdictions", "Survival", "Death", "Successors", "Liens", "Remedies", "Non-Disparagement", "Applicable Laws", "Publicity", "Defined Terms", "Payments", "Capitalization", "Authorizations", "Forfeitures", "Effectiveness", "Further Assurances", "Base Salary", "Expenses", "Anti-Corruption Laws", "Brokers"], "gold": ["Brokers"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Administrative Agent and each Lender, regardless of any investigation made by Administrative Agent or any Lender or on their behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.", "references": ["Withholdings", "Representations", "Fees", "Insurances", "Forfeitures", "Defined Terms", "Titles", "Authorizations", "Notices", "Further Assurances", "Sanctions", "Organizations", "Amendments", "Subsidiaries", "Waiver Of Jury Trials", "Venues", "Sales", "Duties", "Indemnity", "No Waivers", "Submission To Jurisdiction", "Applicable Laws", "Positions", "Cooperation", "Counterparts", "Successors", "Litigations", "Benefits", "Liens", "Terminations", "Warranties"], "gold": ["Warranties"]}
+{"input": "To the knowledge of the Company, each material employee benefit plan, within the meaning of Section\u00a03(3) of the Employee Retirement Income Security Act of 1974, as amended (\u201c ERISA \u201d), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the \u201c Code \u201d); no prohibited transaction, within the meaning of Section\u00a0406 of ERISA or Section\u00a04975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section\u00a0412 of the Code or Section\u00a0302 of ERISA, no \u201caccumulated funding deficiency\u201d as defined in Section\u00a0412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.", "references": ["Duties", "Interests", "Positions", "Approvals", "No Waivers", "Capitalization", "Integration", "Cooperation", "Fees", "Applicable Laws", "Benefits", "Expenses", "Waivers", "Closings", "Insurances", "Miscellaneous", "Disability", "Binding Effects", "Waiver Of Jury Trials", "Vacations", "Enforcements", "Payments", "Venues", "Records", "Death", "Participations", "Agreements", "Modifications", "Governing Laws", "Tax Withholdings", "Erisa"], "gold": ["Erisa"]}
+{"input": "The Transactions (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b)\u00a0will not violate (i)\u00a0any applicable law or regulation (except to the extent such violation could not reasonably be expected to result in a Material Adverse Effect) or (ii)\u00a0the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or (iii)\u00a0any material order of any Governmental Authority, (c)\u00a0will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d)\u00a0will not result in the creation or imposition of any material Lien on any asset of the Borrower or any of its Subsidiaries, other than any Permitted Lien.", "references": ["Books", "Terms", "Further Assurances", "Withholdings", "Powers", "Cooperation", "Authorizations", "Adjustments", "Successors", "Intellectual Property", "Releases", "Terminations", "Subsidiaries", "Brokers", "Vesting", "Consent To Jurisdiction", "Organizations", "Indemnity", "Confidentiality", "Fees", "Severability", "Miscellaneous", "Benefits", "Effective Dates", "Submission To Jurisdiction", "Payments", "No Defaults", "Tax Withholdings", "Change In Control", "Remedies", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxes it determines may be appropriate.", "references": ["Headings", "No Waivers", "Warranties", "Effectiveness", "Miscellaneous", "Duties", "Tax Withholdings", "Litigations", "Taxes", "Qualifications", "Enforcements", "Specific Performance", "Agreements", "Existence", "Costs", "Participations", "Remedies", "Jurisdictions", "Base Salary", "Governing Laws", "Enforceability", "Compliance With Laws", "Employment", "Notices", "Anti-Corruption Laws", "General", "Binding Effects", "Definitions", "Non-Disparagement", "Severability", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The headings and captions of the articles and sections of this Agreement shall be for convenience only.\u00a0\u00a0This Agreement shall be construed as if both Parties drafted it jointly, and shall not be construed against either Party as principal drafter.\u00a0\u00a0The words \u201cinclude\u201d, \u201cincludes\u201d and \u201cincluding\u201d (and words of similar meaning) shall be deemed to be followed by the phrase \u201cwithout limitation\u201d.\u00a0\u00a0The words \u201cwill\u201d and \u201cshall\u201d shall be understood to have the same meaning. The singular includes the plural, and vice versa, except with regards to the definitions of Party and Parties. A statute or other law includes regulations and other instrument under it and consolidations, amendments, re-enactments or replacements of any of them.", "references": ["Waivers", "Governing Laws", "Fees", "Sanctions", "Vacations", "Enforceability", "Costs", "Authority", "Arbitration", "Venues", "Tax Withholdings", "Defined Terms", "Successors", "Amendments", "Anti-Corruption Laws", "Definitions", "Closings", "Severability", "Confidentiality", "Construction", "Insurances", "Compliance With Laws", "Disability", "Authorizations", "Releases", "Waiver Of Jury Trials", "Headings", "Organizations", "Sales", "Participations", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, general liability insurance coverage at least equal to USD$5,000,000 and directors and officers insurance coverage at least equal to USD$2,000,000. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.", "references": ["Duties", "Closings", "Compliance With Laws", "Notices", "Erisa", "Capitalization", "Applicable Laws", "Releases", "Adjustments", "Indemnity", "Powers", "Existence", "Remedies", "No Defaults", "No Waivers", "Change In Control", "Modifications", "Benefits", "Tax Withholdings", "Arbitration", "Representations", "Anti-Corruption Laws", "Sales", "Employment", "Waiver Of Jury Trials", "Non-Disparagement", "Costs", "Governing Laws", "Positions", "Further Assurances", "Insurances"], "gold": ["Insurances"]}
+{"input": "In the event any provision of the Plan is held invalid or illegal for any reason, any illegality or invalidity will not affect the remaining parts of the Plan, but the Plan will be construed and enforced as if the illegal or invalid provision had never been inserted, and the Corporation will have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in the Plan, including, but not by way of limitation, the opportunity to construe and enforce the Plan as if such illegal and invalid provision had never been inserted herein.", "references": ["Interpretations", "Closings", "Waivers", "Entire Agreements", "Agreements", "Existence", "Releases", "Publicity", "Representations", "Qualifications", "Further Assurances", "Arbitration", "Payments", "Notices", "Transactions With Affiliates", "Enforceability", "Waiver Of Jury Trials", "Consents", "Death", "Enforcements", "Counterparts", "Indemnity", "Amendments", "Compliance With Laws", "Liens", "Governing Laws", "Successors", "Venues", "Sales", "Authorizations", "Severability"], "gold": ["Severability"]}
+{"input": "The Company will employ Executive, and Executive will be employed by the Company, for the period set forth in Section 1(b), in the positions set forth in Section 2, and upon the other terms and conditions herein provided commencing on October 26, 2017 (the \u201cEffective Date\u201d).", "references": ["Headings", "Use Of Proceeds", "Disability", "Sales", "Taxes", "Jurisdictions", "Assigns", "Submission To Jurisdiction", "Integration", "Terminations", "Brokers", "Waivers", "Binding Effects", "Authorizations", "Compliance With Laws", "Fees", "Cooperation", "Change In Control", "Representations", "Non-Disparagement", "Base Salary", "Notices", "Approvals", "Interests", "Amendments", "Anti-Corruption Laws", "Governing Laws", "Duties", "Withholdings", "Modifications", "General"], "gold": ["General"]}
+{"input": "Except as otherwise provided in this Article VI, all amounts payable from a Participant\u2019s Accounts shall be paid in one of the forms of distribution described in this Section 6.2, as elected by the Participant in a Deferral Election or as modified by the Participant in accordance with Section 6.2(e) below. Notwithstanding the foregoing, a Participant who is eligible to receive Company Non-Elective Credits hereunder shall receive such amounts in the form of a single lump sum distribution in cash; no other forms of distribution are available for receiving such amounts. Any Participant who fails to elect a form of distribution with respect to any deferral amount (or any compensation type) shall be deemed to have elected to receive such amounts in the form of a single lump sum distribution in cash and, to the extent distributable amounts are credited to the Participant\u2019s Deferred Stock Account or Deferred Equity-Based Compensation Account, in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then fair market value thereof).", "references": ["Arbitration", "Waivers", "Waiver Of Jury Trials", "Intellectual Property", "Adjustments", "Organizations", "Severability", "Expenses", "Approvals", "Change In Control", "Erisa", "Counterparts", "Consent To Jurisdiction", "Submission To Jurisdiction", "Further Assurances", "Insurances", "Indemnity", "Non-Disparagement", "Books", "Specific Performance", "Vesting", "Payments", "Enforceability", "Titles", "Defined Terms", "Jurisdictions", "Anti-Corruption Laws", "Definitions", "Tax Withholdings", "Miscellaneous", "General"], "gold": ["General"]}
+{"input": "No party hereto shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default in or breach of any of the terms and conditions hereof. Neither failure to exercise, nor any delay in exercising, on the part of any party hereto, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No remedy set forth in this Agreement or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available to any party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient.", "references": ["Venues", "Assigns", "Amendments", "Books", "Effectiveness", "Erisa", "Applicable Laws", "Subsidiaries", "Death", "Withholdings", "Disclosures", "Anti-Corruption Laws", "Solvency", "Adjustments", "Waivers", "Survival", "Binding Effects", "Positions", "Authorizations", "Terminations", "No Defaults", "Approvals", "Enforcements", "Transactions With Affiliates", "Headings", "Interests", "Closings", "Publicity", "Waiver Of Jury Trials", "General", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same document. This Agreement and any amendments hereto, to the extent signed and delivered by means of electronic reproduction ( e.g ., portable document format (.pdf)), shall be treated in all manner and respects as an original and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of a Party, the other Party shall re-execute original forms thereof and deliver them to the Party who made said request.", "references": ["Adjustments", "Expenses", "Authorizations", "Sales", "Intellectual Property", "Capitalization", "Terminations", "Transactions With Affiliates", "Releases", "Terms", "Enforcements", "Payments", "Integration", "Governing Laws", "Agreements", "Successors", "Construction", "Survival", "Fees", "Assigns", "Participations", "Consent To Jurisdiction", "Assignments", "Brokers", "Binding Effects", "Books", "Representations", "Approvals", "Specific Performance", "Submission To Jurisdiction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party and each Guarantor that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party or Guarantor, as the case may be, enforceable against each Loan Party and each Guarantor that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.", "references": ["Publicity", "Qualifications", "Survival", "Existence", "Forfeitures", "Expenses", "Miscellaneous", "Representations", "Arbitration", "Titles", "Authority", "Agreements", "Severability", "Waivers", "Change In Control", "Amendments", "Compliance With Laws", "Interpretations", "No Waivers", "Applicable Laws", "Counterparts", "Non-Disparagement", "Notices", "Insurances", "Specific Performance", "Transactions With Affiliates", "Vacations", "Anti-Corruption Laws", "Indemnity", "Subsidiaries", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "No member of the Board, the Committee or any employee or agent of any member of the Company Group (each such Person, an \u201c Indemnifiable Person \u201d) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys\u2019 fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit, or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made with respect to the Plan or any Award hereunder and against and from any and all amounts paid by such Indemnifiable Person with the Company\u2019s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit, or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined, as provided below, that the Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit, or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company\u2019s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts, omissions, or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person\u2019s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the organizational documents of any member of the Company Group. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the organizational documents of any member of the Company Group, as a matter of law, under an individual indemnification agreement or contract, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold such Indemnifiable Persons harmless.", "references": ["Enforceability", "Powers", "Base Salary", "Closings", "Death", "Remedies", "Integration", "Non-Disparagement", "Positions", "Erisa", "Notices", "Sanctions", "Use Of Proceeds", "Waiver Of Jury Trials", "Sales", "Waivers", "Consents", "Participations", "Titles", "Headings", "Representations", "Change In Control", "Costs", "Publicity", "General", "Adjustments", "Fees", "Existence", "Financial Statements", "Litigations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10 .", "references": ["Use Of Proceeds", "Vacations", "Interpretations", "Representations", "Costs", "Venues", "Powers", "No Conflicts", "Insurances", "Waivers", "Base Salary", "Anti-Corruption Laws", "Cooperation", "Binding Effects", "Brokers", "Liens", "Records", "Warranties", "General", "Governing Laws", "Further Assurances", "Transactions With Affiliates", "Interests", "Litigations", "No Defaults", "Indemnifications", "Sales", "Entire Agreements", "Enforceability", "Effectiveness", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "No waiver or course of dealing shall be established by (a)\u00a0the failure or delay of Agent or any Lender to require strict performance by any Obligor under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b)\u00a0the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c)\u00a0acceptance by Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein. Any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.", "references": ["Arbitration", "Headings", "Interests", "Compliance With Laws", "Death", "Payments", "Fees", "General", "Consents", "Submission To Jurisdiction", "Participations", "Titles", "Representations", "Closings", "Severability", "Disability", "Use Of Proceeds", "Miscellaneous", "Brokers", "Successors", "Intellectual Property", "Liens", "Modifications", "Vesting", "Waiver Of Jury Trials", "Tax Withholdings", "Defined Terms", "Employment", "Expenses", "Enforceability", "Waivers"], "gold": ["Waivers"]}
+{"input": "The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law without regard to conflict of laws.", "references": ["Agreements", "Transactions With Affiliates", "Amendments", "Withholdings", "Entire Agreements", "Closings", "Representations", "Construction", "Books", "Positions", "Records", "Headings", "Consent To Jurisdiction", "Compliance With Laws", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Modifications", "Base Salary", "No Conflicts", "Applicable Laws", "Costs", "Participations", "Approvals", "General", "Payments", "Taxes", "Survival", "Further Assurances", "Warranties", "No Defaults", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Timely pay and discharge when due all material assessments, taxes, governmental charges, levies, Liens and claims, of every kind and nature, imposed upon the Loan Parties or any of their respective properties, income, or profits, prior to the earlier of the date on which such obligation would become delinquent or the date penalties would attach, and all lawful claims that, if unpaid, might become a Lien or charge upon any Loan Party\u2019s properties, income, or profits; provided, however, the Loan Parties will not be required to pay and discharge any such assessment, tax, government charge, levy, Lien or claim so long as (a)\u00a0the legality of the same will be contested in good faith by appropriate judicial, administrative or other legal proceedings instituted with reasonable promptness and diligently conducted, and (b)\u00a0the Loan Parties will have established on their books adequate reserves with respect to such contested assessment, tax, government charge, levy, Lien or claim in accordance with GAAP.", "references": ["Further Assurances", "Effectiveness", "Compliance With Laws", "Solvency", "Modifications", "Vesting", "Tax Withholdings", "Indemnity", "Participations", "Defined Terms", "Amendments", "Approvals", "Death", "Interpretations", "Titles", "Venues", "Agreements", "Counterparts", "Liens", "Qualifications", "Transactions With Affiliates", "General", "Expenses", "Change In Control", "Financial Statements", "Records", "Employment", "Survival", "Waiver Of Jury Trials", "Costs", "Taxes"], "gold": ["Taxes"]}
+{"input": "Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Repurchase Agreement, the other Transaction Documents or any other document, instrument, contract or understanding between Seller and Buyer or any other party pertaining to the Guaranteed Obligations or any failure of Buyer to notify Guarantor of any such action.", "references": ["Indemnity", "Forfeitures", "Non-Disparagement", "Tax Withholdings", "Warranties", "Titles", "Headings", "Entire Agreements", "Further Assurances", "Definitions", "Assigns", "Effective Dates", "Death", "Capitalization", "Consents", "Positions", "Sales", "Enforcements", "Governing Laws", "Solvency", "Survival", "Liens", "Consent To Jurisdiction", "Disclosures", "Participations", "Waiver Of Jury Trials", "Duties", "Successors", "Existence", "Compliance With Laws", "Modifications"], "gold": ["Modifications"]}
+{"input": "Buyer acknowledges and agrees that the Company does not make and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a03.", "references": ["Change In Control", "Anti-Corruption Laws", "Insurances", "Applicable Laws", "Erisa", "Existence", "Subsidiaries", "Fees", "Sales", "Counterparts", "Duties", "Terms", "Vacations", "Records", "Use Of Proceeds", "Adjustments", "Enforcements", "Positions", "Closings", "Indemnifications", "Non-Disparagement", "Organizations", "Integration", "Vesting", "Brokers", "Notices", "Financial Statements", "Titles", "No Defaults", "Books", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Award which becomes vested pursuant to the Vesting Schedule shall be considered as fully earned by you, subject to the further provisions of this Section 2. Any Awards which do not become vested in accordance with the Vesting Schedule as of your Termination of Employment with Tyson and/or its affiliates or the provisions of this Section 2 will be forfeited back to Tyson.", "references": ["Financial Statements", "Qualifications", "Brokers", "Duties", "Assignments", "Confidentiality", "Consents", "Use Of Proceeds", "Expenses", "Effective Dates", "Fees", "Terminations", "Anti-Corruption Laws", "Survival", "No Defaults", "Employment", "No Conflicts", "Cooperation", "Jurisdictions", "Amendments", "Authorizations", "Interpretations", "Closings", "Modifications", "Transactions With Affiliates", "Indemnifications", "Counterparts", "Erisa", "Interests", "Terms", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but both such counterparts shall together constitute one and the same instrument.", "references": ["Employment", "Tax Withholdings", "Warranties", "Intellectual Property", "Disclosures", "No Waivers", "Applicable Laws", "Qualifications", "Effectiveness", "Terms", "Successors", "Releases", "Enforceability", "Consent To Jurisdiction", "Authorizations", "Survival", "Headings", "Agreements", "Titles", "Cooperation", "Transactions With Affiliates", "Enforcements", "Organizations", "Entire Agreements", "Definitions", "Costs", "Vesting", "Subsidiaries", "Books", "Fees", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Loan Party agrees to, to the extent required by the Loan Documents, make, execute and deliver all such additional and further acts, things, deeds, instruments and documents as the Administrative Agent may reasonably require for the purposes of implementing or effectuating the provisions of this Third Amendment and the other Loan Documents.", "references": ["Notices", "Definitions", "Litigations", "Powers", "Terms", "Publicity", "Integration", "Consent To Jurisdiction", "Enforcements", "Intellectual Property", "Modifications", "Agreements", "Arbitration", "Existence", "Taxes", "Sales", "Titles", "Compliance With Laws", "Effectiveness", "Tax Withholdings", "Assigns", "Counterparts", "Fees", "Participations", "Anti-Corruption Laws", "Submission To Jurisdiction", "Erisa", "Withholdings", "Adjustments", "Consents", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or against any of its properties or revenues (a) with respect to any of the Loan Documents to which the Borrower is a party or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.", "references": ["No Conflicts", "Submission To Jurisdiction", "Adjustments", "Venues", "Financial Statements", "Remedies", "Vacations", "Costs", "Construction", "Authorizations", "Interpretations", "Non-Disparagement", "Indemnity", "Modifications", "Intellectual Property", "Existence", "Use Of Proceeds", "Solvency", "Sanctions", "Participations", "Tax Withholdings", "Disability", "Fees", "Expenses", "Organizations", "Further Assurances", "Indemnifications", "Headings", "Interests", "Publicity", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Servicer will deliver each notice or certificate received by it or delivered by it under the Servicing Agreement relating to this Supplement or the 2018-B Reference Pool to the Issuer, the Indenture Trustee and the Administrator within five Business Days of receipt or delivery by the Servicer.", "references": ["Interests", "Records", "Death", "Approvals", "Litigations", "Assignments", "Publicity", "No Defaults", "Releases", "Modifications", "Employment", "Arbitration", "Costs", "Participations", "Confidentiality", "Vesting", "Anti-Corruption Laws", "Further Assurances", "Solvency", "Taxes", "Binding Effects", "Assigns", "Construction", "Adjustments", "Powers", "Positions", "Miscellaneous", "Successors", "Subsidiaries", "Use Of Proceeds", "Notices"], "gold": ["Notices"]}
+{"input": "Without limiting Sublandlord\u2019s obligation under Section 22 to secure performance by the Overlandlord of its obligations upon Subtenant\u2019s request to Sublandlord to do so, in no event shall Sublandlord be liable for Overlandlord\u2019s failure to give its consent or approval, whether or not such withholding or refusal was proper.", "references": ["Jurisdictions", "Books", "Financial Statements", "Base Salary", "Erisa", "Vacations", "Integration", "Effective Dates", "Sanctions", "Change In Control", "Counterparts", "Binding Effects", "Payments", "Subsidiaries", "Consent To Jurisdiction", "Terminations", "Specific Performance", "Titles", "Authorizations", "Applicable Laws", "Representations", "Publicity", "Liens", "Confidentiality", "Solvency", "Approvals", "Agreements", "Notices", "Tax Withholdings", "Insurances", "Consents"], "gold": ["Consents"]}
+{"input": "There are no actions, suits or proceedings at law or in equity, arbitrations, or governmental investigations by or before any Governmental Authority or other agency now pending, filed, or, to Borrower\u2019s knowledge, threatened against or affecting Borrower, Guarantor or the Property or any portion thereof, which would reasonably be expected to materially adversely affect (a)\u00a0title to the Property or any portion thereof (excepting the Munster Release Parcel); (b) the validity or enforceability of the Security Instruments (excepting with respect to the Munster Release Parcel); (c) Borrower\u2019s ability to perform under the Loan; (d)\u00a0Guarantor\u2019s ability to perform under the Guaranty; (e) the use, operation or value of the Property or any portion thereof; (f) the principal benefit of the security intended to be provided by the Loan Documents; (g) the current ability of the Property to generate Net Cash Flow sufficient to service the Loan; or (h) the current principal use of the Property or any portion thereof. Lender acknowledges the existence of the pending condemnation action with respect to the Munster Release Parcel, and Borrower acknowledges that such condemnation action does not affect its representations made in items (a)-(h) above.", "references": ["Modifications", "Organizations", "Fees", "Submission To Jurisdiction", "Counterparts", "Governing Laws", "Compliance With Laws", "Existence", "Publicity", "Withholdings", "Amendments", "Participations", "Tax Withholdings", "Consent To Jurisdiction", "Non-Disparagement", "Authorizations", "Applicable Laws", "Further Assurances", "Severability", "Subsidiaries", "Base Salary", "Forfeitures", "Titles", "Confidentiality", "Headings", "Change In Control", "Specific Performance", "Approvals", "Payments", "Remedies", "Litigations"], "gold": ["Litigations"]}
+{"input": "For purposes of the 2018-3 Servicing Agreement, all demands, notices, directions, requests and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or facsimile transmission, and addressed in each case as follows: (a)\u00a0if to the Servicer, GM Financial, 801 Cherry Street, Suite 3500, Fort Worth, Texas, 76102, Attention: Chief Financial Officer, and (b)\u00a0if to the Indenture Trustee, Wells Fargo Bank, National Association, 600 South 4th Street, MAC N9300-061, Minneapolis, Minnesota 55479. Notices to the other parties to this 2018-3 Servicing Supplement shall be delivered as provided in Section\u00a06.5 of the Basic Servicing Agreement.", "references": ["Further Assurances", "Consent To Jurisdiction", "Authorizations", "No Waivers", "Confidentiality", "Forfeitures", "Assigns", "Interpretations", "Tax Withholdings", "Withholdings", "Sales", "Expenses", "Miscellaneous", "Remedies", "Jurisdictions", "Approvals", "Base Salary", "Governing Laws", "Records", "Representations", "Financial Statements", "Terms", "Cooperation", "Intellectual Property", "Vesting", "Non-Disparagement", "Terminations", "Modifications", "Assignments", "Anti-Corruption Laws", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed in counterparts, each of which when signed by the Company or the Grantee will be deemed an original and all of which together will be deemed the same agreement.", "references": ["Consents", "Death", "Organizations", "Liens", "Modifications", "Representations", "Withholdings", "Jurisdictions", "Headings", "Defined Terms", "Applicable Laws", "Vacations", "Assignments", "General", "Publicity", "Expenses", "Successors", "Agreements", "Closings", "Change In Control", "Anti-Corruption Laws", "Interests", "No Defaults", "Warranties", "Insurances", "Tax Withholdings", "Benefits", "Enforcements", "Use Of Proceeds", "Payments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any notices or other communications provided for in this Agreement must be provided in writing. In the case of Employee, such notices or communications shall be effectively delivered if hand delivered to Employee at his principal place of employment or if sent by registered or certified mail to Employee at the last address Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered if sent by registered or certified mail to the Company at its principal Employee offices.", "references": ["Vacations", "No Waivers", "Existence", "Fees", "Definitions", "Compliance With Laws", "Severability", "Intellectual Property", "Change In Control", "Solvency", "Brokers", "Closings", "Arbitration", "Waiver Of Jury Trials", "Effective Dates", "Headings", "Employment", "Confidentiality", "Positions", "Interpretations", "Financial Statements", "Participations", "Cooperation", "Disclosures", "Indemnity", "Survival", "Expenses", "Costs", "Withholdings", "Further Assurances", "Notices"], "gold": ["Notices"]}
+{"input": "Each of the Company\u2019s subsidiaries has been duly organized and is validly existing as a corporation or other entity in good standing under the laws of its jurisdiction of organization, with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each of the Company\u2019s subsidiaries is duly qualified to transact business in all jurisdictions in which the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. All of the issued shares of capital stock or other ownership interest of each of the subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D hereto (each, a \u201c subsidiary ,\u201d and collectively, the \u201c subsidiaries \u201d).", "references": ["Liens", "Jurisdictions", "Compliance With Laws", "Integration", "Assigns", "Approvals", "Withholdings", "Applicable Laws", "Intellectual Property", "Venues", "Tax Withholdings", "Authorizations", "Binding Effects", "Costs", "Defined Terms", "Interpretations", "Erisa", "Enforceability", "Confidentiality", "Amendments", "Brokers", "Indemnifications", "Specific Performance", "Solvency", "Taxes", "Benefits", "Modifications", "Enforcements", "Existence", "Non-Disparagement", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "If you are resident or employed outside the U.S., as a condition of the Option, you agree to repatriate all payments attributable to the shares of Stock and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and/or regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal obligations under local laws, rules and/or regulations in your country of residence and country of employment, if different).", "references": ["Existence", "Effective Dates", "Financial Statements", "Powers", "Binding Effects", "Interests", "Use Of Proceeds", "Death", "Litigations", "No Conflicts", "Indemnity", "Non-Disparagement", "Terms", "No Defaults", "Assignments", "Governing Laws", "Consents", "Releases", "Solvency", "Withholdings", "Assigns", "Amendments", "Construction", "Remedies", "Approvals", "Sanctions", "Closings", "Brokers", "General", "Survival", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Subject to the terms and conditions of this Agreement, simultaneous with the execution and delivery of this Agreement, the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, free and clear of all liens, pledges, claims, and encumbrances of every kind, and the Purchaser shall purchase and accept from the Sellers, the Shares for an aggregate purchase price in cash equal to Three Hundred Twenty Five Thousand Dollars ($325,000) (the \u201c Purchase Price \u201d). Each Seller shall sell to the Purchaser, and the Purchaser shall acquire from such Seller, the number of shares of Common Stock set forth opposite such Seller\u2019s name on Exhibit A attached hereto.", "references": ["Confidentiality", "Warranties", "Adjustments", "No Defaults", "Survival", "Vacations", "Anti-Corruption Laws", "Taxes", "Subsidiaries", "Publicity", "Terminations", "Liens", "Erisa", "No Conflicts", "Agreements", "Existence", "Releases", "Cooperation", "Enforceability", "Solvency", "Definitions", "Financial Statements", "Disclosures", "Consent To Jurisdiction", "Sanctions", "Terms", "Authority", "Authorizations", "Headings", "Expenses", "Sales"], "gold": ["Sales"]}
+{"input": "All salary, bonus, severance, and other compensation payable to the Employee shall be subject to applicable withholdings.", "references": ["Integration", "Financial Statements", "Entire Agreements", "Confidentiality", "Waivers", "Use Of Proceeds", "Assigns", "Solvency", "General", "Representations", "Existence", "Adjustments", "Survival", "Agreements", "Transactions With Affiliates", "Intellectual Property", "Approvals", "Enforceability", "Litigations", "Miscellaneous", "Applicable Laws", "Consents", "No Waivers", "Warranties", "Sales", "Defined Terms", "Base Salary", "Terms", "Qualifications", "Binding Effects", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "On the Closing Date (as defined below) (the \u201c Closing \u201d) and upon the terms and subject to the conditions set forth herein, the Seller shall deliver the Shares of the Company to the Purchaser free and clear of all liens and encumbrances (other than restrictions due to the fact that the Shares are \u2018restricted securities\u2019 as such term is defined in Rule 144 of the Securities Act of 1933, as amended (the \u201c Securities Act \u201d)), and the Purchaser shall purchase the Shares from the Seller for an aggregate of $300,000 ($0.70 per Share) (the \u201c Purchase Price \u201d).", "references": ["Effectiveness", "Death", "Agreements", "Waiver Of Jury Trials", "Notices", "Effective Dates", "Assigns", "Consents", "Sanctions", "Terms", "Approvals", "Remedies", "Definitions", "Enforcements", "Forfeitures", "Jurisdictions", "Publicity", "Fees", "Non-Disparagement", "Closings", "Arbitration", "Books", "Capitalization", "Venues", "Compliance With Laws", "No Defaults", "Indemnity", "Representations", "Terminations", "Counterparts", "Sales"], "gold": ["Sales"]}
+{"input": "Subject to the terms and conditions hereof, each Purchaser hereby agrees, severally and not jointly, to purchase from the Company, at one or more closings as set forth in Section 2.2 of this Agreement, its respective Committed Shares, and each Purchaser agrees, severally and not jointly, to pay the Company the Preferred Stock Price for each Purchased Share. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Purchaser its respective Purchased Shares at the Preferred Stock Price for each Purchased Share.", "references": ["Integration", "Consent To Jurisdiction", "Liens", "Financial Statements", "Counterparts", "Applicable Laws", "Waiver Of Jury Trials", "Remedies", "Effectiveness", "Change In Control", "Consents", "Benefits", "Titles", "Specific Performance", "Confidentiality", "Assignments", "Interpretations", "Base Salary", "Binding Effects", "Agreements", "Powers", "Venues", "Use Of Proceeds", "Survival", "Tax Withholdings", "No Conflicts", "Effective Dates", "Interests", "Notices", "Definitions", "Sales"], "gold": ["Sales"]}
+{"input": "The headings set forth herein are for convenience of reference only and shall not be considered to limit or amplify the terms and provisions hereof, nor shall they be examined or referred to in construing or interpreting this Agreement.", "references": ["Taxes", "Governing Laws", "Terminations", "Modifications", "Successors", "Books", "Binding Effects", "Venues", "Survival", "Vacations", "Specific Performance", "Withholdings", "Releases", "Warranties", "Solvency", "Effective Dates", "Tax Withholdings", "Organizations", "Enforceability", "Records", "Powers", "Consent To Jurisdiction", "Agreements", "Remedies", "Authority", "Authorizations", "Interests", "No Defaults", "Interpretations", "Amendments", "Headings"], "gold": ["Headings"]}
+{"input": "The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each applicable Obligor and the Administrative Agent (with the consent of the Lenders as specified in Section 9.01 of the Credit Agreement).\u00a0 Any such amendment or waiver shall be binding upon the Secured Creditors and each Obligor.", "references": ["Applicable Laws", "Further Assurances", "Construction", "Consent To Jurisdiction", "Submission To Jurisdiction", "Successors", "Publicity", "Governing Laws", "Benefits", "Change In Control", "Positions", "Organizations", "Approvals", "Death", "Specific Performance", "Costs", "Vesting", "Definitions", "Cooperation", "Anti-Corruption Laws", "Venues", "Terminations", "Non-Disparagement", "General", "No Conflicts", "Closings", "Interpretations", "Fees", "Agreements", "Compliance With Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS THIRD AMENDMENT SHALL NOT OPERATE AS A WAIVER OF ANY EVENT OF DEFAULT (INCLUDING WITHOUT LIMITATION ANY EVENTS OF DEFAULT EXISTING ON THE DATE HEREOF, IF ANY), NOR OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF LENDER (INCLUDING WITHOUT LIMITATION ANY RIGHTS, POWER OR REMEDIES OF LENDER WITH RESPECT TO ANY EVENTS OF DEFAULT EXISTING ON THE DATE HEREOF, IF ANY), NOR, EXCEPT TO THE EXTENT THE ORIGINAL AGREEMENT IS EXPRESSLY AMENDED BY THIS THIRD AMENDMENT, CONSTITUTE A WAIVER OF, OR CONSENT TO ANY DEPARTURE FROM, ANY PROVISION OF THE ORIGINAL AGREEMENT, OR ANY OF THE OTHER TRANSACTION DOCUMENTS.", "references": ["Death", "Closings", "Litigations", "Duties", "Specific Performance", "Remedies", "Counterparts", "Existence", "Solvency", "Enforcements", "Assignments", "Adjustments", "Sanctions", "Integration", "Benefits", "Tax Withholdings", "Survival", "Publicity", "Books", "Cooperation", "Taxes", "Non-Disparagement", "Amendments", "Anti-Corruption Laws", "Participations", "Binding Effects", "Representations", "Notices", "Releases", "Waivers", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2016 and 2017 fiscal years, (ii) unaudited interim consolidated financial statements of the Company for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory projections through fiscal year 2019.", "references": ["Sanctions", "Sales", "Assigns", "No Conflicts", "Authorizations", "Binding Effects", "Interests", "Expenses", "Subsidiaries", "Venues", "Withholdings", "Indemnifications", "Existence", "Change In Control", "Terms", "No Defaults", "Payments", "Miscellaneous", "Liens", "Indemnity", "Remedies", "Warranties", "Closings", "Effectiveness", "Non-Disparagement", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Positions", "Submission To Jurisdiction", "Cooperation", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Neither Buyer nor any of its stockholders, directors, officers or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders\u2019 fees in connection with the Acquisition.", "references": ["Arbitration", "Titles", "Intellectual Property", "Subsidiaries", "Duties", "Representations", "Consent To Jurisdiction", "Approvals", "Capitalization", "Assigns", "No Waivers", "Definitions", "Records", "Positions", "Miscellaneous", "Anti-Corruption Laws", "Forfeitures", "Releases", "Effective Dates", "Notices", "Books", "Interpretations", "Solvency", "Binding Effects", "Costs", "Survival", "Benefits", "Counterparts", "Indemnity", "Sanctions", "Brokers"], "gold": ["Brokers"]}
+{"input": "Subject to the Intercreditor Agreement, each Obligor agrees that from time to time (at the expense of such Obligor) upon the written request of the Administrative Agent, such Obligor will execute and deliver such further instruments and documents and do such other acts and things as the Administrative Agent may reasonably request in order to fully effect the purposes of this Agreement and to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.", "references": ["Intellectual Property", "Adjustments", "Confidentiality", "Definitions", "Solvency", "Assignments", "Integration", "Authority", "Financial Statements", "Tax Withholdings", "Authorizations", "Existence", "Death", "Terminations", "Enforceability", "Approvals", "Indemnity", "Defined Terms", "Remedies", "Applicable Laws", "Closings", "Forfeitures", "Powers", "Taxes", "Expenses", "Interests", "No Defaults", "Change In Control", "Governing Laws", "Withholdings", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "For a period of twenty-four (24) months following the Effective Date, Employee agrees to cooperate with Employer as reasonably requested by responding to questions, attending meetings, depositions, governmental proceedings and court hearings, and by cooperating with Employer and its accountants and legal counsel with respect to any investigations, claims or litigation or business, accounting, audit, legal or regulatory issues of which Employee has knowledge. Employer agrees to reimburse Employee for reasonable out-of-pocket expenses actually incurred for travel, meals and lodging, in accordance with Employer's then existing policies, for providing cooperation specifically requested by Employer.", "references": ["Waiver Of Jury Trials", "No Waivers", "Terminations", "Tax Withholdings", "Adjustments", "Severability", "No Conflicts", "General", "Indemnity", "Benefits", "Records", "Solvency", "Agreements", "Approvals", "Jurisdictions", "Effectiveness", "Warranties", "Indemnifications", "Disclosures", "Effective Dates", "Waivers", "Litigations", "Powers", "Enforceability", "Consent To Jurisdiction", "Fees", "Authorizations", "Definitions", "Releases", "Insurances", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Except as set forth in Schedule\u00a04.6 , there are no material Orders against and there are no material Actions pending or, to the Knowledge of Seller, threatened in Law or in equity, or before any Governmental Entity, against the Company.", "references": ["Further Assurances", "Consent To Jurisdiction", "Existence", "Enforcements", "Sanctions", "Withholdings", "Waivers", "Base Salary", "Consents", "Integration", "Subsidiaries", "Defined Terms", "Entire Agreements", "Qualifications", "Non-Disparagement", "Warranties", "Adjustments", "Fees", "Insurances", "Transactions With Affiliates", "Liens", "Submission To Jurisdiction", "Indemnity", "Cooperation", "Participations", "Disclosures", "Definitions", "Venues", "Effective Dates", "Interests", "Litigations"], "gold": ["Litigations"]}
+{"input": "Subject to the terms of Section 5.1 of the Security Instruments, each Borrower shall perform in a timely manner all of its obligations under any and all contracts and agreements (in accordance with the terms thereof) related to any construction activities at the Property of such Borrower or the maintenance or operation of the Improvements of such Borrower, and such Borrower will pay before they become delinquent all bills for services or labor performed and materials supplied in connection with such construction, maintenance and/or operation. Within thirty (30) days after the filing of any mechanic\u2019s lien or other lien or encumbrance against the Property of any Borrower, such Borrower will promptly discharge the same by payment or filing a bond or otherwise as permitted by Law. So long as Administrative Agent\u2019s and Lenders\u2019 security has been protected by the filing of a bond or otherwise in a manner reasonably satisfactory to Lender in its reasonable discretion, each Borrower shall have the right to contest in good faith any claim, lien or encumbrance, provided that such Borrower does so diligently and without prejudice to Administrative Agent or any Lender or delay in completing construction of any tenant improvements.", "references": ["Waiver Of Jury Trials", "Remedies", "No Conflicts", "No Defaults", "Integration", "Definitions", "Sanctions", "Agreements", "Anti-Corruption Laws", "Erisa", "Brokers", "Death", "Jurisdictions", "Insurances", "Compliance With Laws", "Headings", "Survival", "Forfeitures", "Tax Withholdings", "Interests", "Disclosures", "Adjustments", "Construction", "Authority", "Indemnity", "Employment", "Entire Agreements", "General", "Use Of Proceeds", "Miscellaneous", "Payments"], "gold": ["Payments"]}
+{"input": "Captions and paragraph headings are for convenience only, are not a part of this Agreement, and shall not be used to construe any provision of this Agreement.", "references": ["Effective Dates", "No Conflicts", "Notices", "Consent To Jurisdiction", "Compliance With Laws", "Enforceability", "Duties", "Interpretations", "Defined Terms", "Costs", "Benefits", "Solvency", "Terminations", "Construction", "Vacations", "Taxes", "Litigations", "Forfeitures", "Enforcements", "Modifications", "Assignments", "Venues", "Closings", "Agreements", "Submission To Jurisdiction", "No Defaults", "Liens", "Authorizations", "Death", "Confidentiality", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement shall be governed, interpreted, and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof.", "references": ["Litigations", "Binding Effects", "Authority", "Sanctions", "Miscellaneous", "Defined Terms", "Interests", "Enforceability", "Assignments", "Terminations", "Existence", "Costs", "Construction", "Approvals", "Integration", "Organizations", "No Defaults", "Waiver Of Jury Trials", "Authorizations", "Confidentiality", "No Conflicts", "Sales", "Tax Withholdings", "Entire Agreements", "Remedies", "Modifications", "Change In Control", "Transactions With Affiliates", "Solvency", "Qualifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Set forth on Schedule 5.18(a) , is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections\u00a06.02 , 6.13 and 6.14 : (i)\u00a0a complete and accurate list of all Subsidiaries (and identifies each Subsidiary that is a Domestic Subsidiary, each that is a Material Subsidiary, each that is a Foreign Subsidiary, and each that is an Unrestricted Subsidiary), joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections\u00a06.02 , 6.13 and 6.14 , (ii)\u00a0the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii)\u00a0the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv)\u00a0the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors\u2019 qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents. As of the Closing Date, no Subsidiary is an Unrestricted Subsidiary.", "references": ["Submission To Jurisdiction", "Entire Agreements", "Vacations", "Participations", "Compliance With Laws", "Interests", "Headings", "Consent To Jurisdiction", "Consents", "Benefits", "Specific Performance", "Releases", "Disability", "Waiver Of Jury Trials", "Severability", "Enforceability", "Publicity", "Death", "Books", "Fees", "Sales", "Liens", "Effectiveness", "Authorizations", "Financial Statements", "Litigations", "Powers", "Erisa", "Interpretations", "Waivers", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "As of the Effective Date, no payment to be made by the Borrower under any Loan Document is subject to any withholding or like tax imposed by any Applicable Jurisdiction.", "references": ["Terms", "Change In Control", "Confidentiality", "Terminations", "Death", "Successors", "Publicity", "Releases", "Authorizations", "Consents", "Notices", "Cooperation", "Powers", "Forfeitures", "Payments", "Defined Terms", "Transactions With Affiliates", "Organizations", "Headings", "Indemnifications", "Capitalization", "Severability", "Indemnity", "Specific Performance", "Sales", "Sanctions", "Solvency", "Anti-Corruption Laws", "Authority", "Brokers", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Security Agreement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the Province of Alberta, and the federal laws of Canada applicable therein.", "references": ["Anti-Corruption Laws", "No Defaults", "Benefits", "Participations", "Effectiveness", "Representations", "Authority", "Successors", "Compliance With Laws", "Withholdings", "Authorizations", "Use Of Proceeds", "Adjustments", "Enforceability", "Notices", "Organizations", "Subsidiaries", "Effective Dates", "Erisa", "Positions", "Interpretations", "Records", "Books", "Intellectual Property", "Non-Disparagement", "Death", "Taxes", "Miscellaneous", "Insurances", "Duties", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Buyer acknowledges that Seller is a wholly-owned subsidiary of a publicly traded company and, as such, may be required to publicly disclose the execution of this Agreement and the consummation of the transactions contemplated by this Agreement, in each case, including, but not limited to, the location of Real Property, purchase price and Buyer\u2019s name and a description of the material terms of this Agreement (such as the purchase price), and may be required to publicly file this Agreement with the Securities and Exchange Commission. Buyer hereby forever releases and discharges Seller and its partners, shareholders, members, officers, directors, agents and employees, controlling persons and affiliates from responsibility or claims arising out of the disclosure that Buyer or its successors and assigns may have against Seller now or in the future based on such disclosure. The provisions of this Section 31 shall survive closing.", "references": ["Interests", "Duties", "Closings", "Enforceability", "Qualifications", "Liens", "Intellectual Property", "Jurisdictions", "Governing Laws", "Participations", "Remedies", "Capitalization", "Fees", "Litigations", "Employment", "Enforcements", "Survival", "General", "Taxes", "Waivers", "Applicable Laws", "Publicity", "Brokers", "No Waivers", "Adjustments", "No Defaults", "Use Of Proceeds", "Integration", "Vesting", "Confidentiality", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Seller Parties shall use the Purchase Price from the Transactions following the Plan Effective Date to (i) pay off any outstanding obligations of the DIP Warehouse Facility Agreements (ii) acquire Purchased Assets hereunder, and (iii) to pay customary fees and closing costs in connection with this Agreement.", "references": ["Assignments", "Financial Statements", "Modifications", "Further Assurances", "Representations", "Submission To Jurisdiction", "Non-Disparagement", "Enforceability", "Indemnity", "Notices", "Sanctions", "Insurances", "Change In Control", "Liens", "No Defaults", "Books", "Remedies", "Organizations", "Headings", "Defined Terms", "Disability", "Approvals", "Brokers", "Compliance With Laws", "Entire Agreements", "No Waivers", "Capitalization", "Tax Withholdings", "Anti-Corruption Laws", "Subsidiaries", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement and the other Note Documents represent the entire agreement of the Company, the Note Collateral Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Company, the Note Collateral Agent or any other Secured Party relative to subject matter hereof not expressly set forth or referred to herein or in the other Note Documents.", "references": ["Terminations", "No Defaults", "Authority", "Miscellaneous", "Taxes", "Insurances", "Severability", "Liens", "Powers", "Submission To Jurisdiction", "Consents", "Death", "Costs", "Financial Statements", "Interests", "Jurisdictions", "Anti-Corruption Laws", "Venues", "Authorizations", "Counterparts", "Brokers", "Tax Withholdings", "Solvency", "Defined Terms", "Employment", "Vesting", "Warranties", "Confidentiality", "Change In Control", "Erisa", "Integration"], "gold": ["Integration"]}
+{"input": "The Airframe shall be free and clear of all Liens.", "references": ["Authorizations", "Further Assurances", "Brokers", "Defined Terms", "Specific Performance", "Insurances", "Counterparts", "Cooperation", "Successors", "Terminations", "Enforcements", "Closings", "Miscellaneous", "Entire Agreements", "Compliance With Laws", "Forfeitures", "Intellectual Property", "Applicable Laws", "Participations", "Amendments", "Enforceability", "Transactions With Affiliates", "Solvency", "Disclosures", "Survival", "Warranties", "Headings", "Sanctions", "Authority", "No Defaults", "Liens"], "gold": ["Liens"]}
+{"input": "Each of the representations, warranties, covenants, and agreements in this Agreement or pursuant hereto shall survive for a period of 24 months hereafter. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement. Except as expressly set forth in this Agreement, no party has made any representation warranty, covenant or agreement.", "references": ["Authority", "Miscellaneous", "Assignments", "Construction", "Organizations", "No Defaults", "Titles", "Records", "Confidentiality", "Publicity", "Books", "Death", "Withholdings", "Severability", "Enforcements", "Waiver Of Jury Trials", "Capitalization", "Entire Agreements", "Base Salary", "Governing Laws", "Disability", "Notices", "Erisa", "No Conflicts", "Qualifications", "Positions", "Change In Control", "Sanctions", "Costs", "Duties", "Survival"], "gold": ["Survival"]}
+{"input": "Terms used but not defined herein have the meanings assigned to them in the Plan.", "references": ["Interpretations", "Fees", "Cooperation", "Enforceability", "Definitions", "Positions", "Change In Control", "Litigations", "Forfeitures", "Existence", "Sanctions", "Remedies", "Interests", "Titles", "Non-Disparagement", "Indemnity", "Transactions With Affiliates", "Adjustments", "Headings", "Agreements", "Survival", "No Waivers", "Notices", "Benefits", "Arbitration", "Counterparts", "Enforcements", "Costs", "Brokers", "Amendments", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Agreement shall be subject to, and construed in accordance with, the laws of the State of Florida, without reference to its conflict of laws rules.", "references": ["Successors", "Enforceability", "Publicity", "Miscellaneous", "Assigns", "Positions", "Litigations", "Construction", "Closings", "Authorizations", "Jurisdictions", "Use Of Proceeds", "Submission To Jurisdiction", "Indemnity", "Representations", "Severability", "Consents", "Venues", "Organizations", "Fees", "Defined Terms", "Anti-Corruption Laws", "Sanctions", "Records", "Costs", "Authority", "Warranties", "Assignments", "Powers", "Duties", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During his employment and following termination of his employment, whatever the cause, Employee agrees not to disparage, and to cause Employee\u2019s Affiliates not to disparage, either orally or in writing, any of the Company or its Affiliates or the foregoing Persons\u2019 business, products, services or practices, or any of the Company\u2019s or its Affiliates\u2019 directors, officers, agents, representatives, stockholders, partners, members, employees, or managers.", "references": ["Interpretations", "Further Assurances", "Publicity", "Releases", "Assigns", "Change In Control", "Organizations", "Use Of Proceeds", "Base Salary", "Indemnity", "Payments", "Authorizations", "Solvency", "Qualifications", "Books", "Warranties", "Tax Withholdings", "Vacations", "Death", "Effective Dates", "Cooperation", "Arbitration", "Venues", "Records", "Closings", "Counterparts", "Miscellaneous", "Severability", "Powers", "No Waivers", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "No Default or Event of Default shall have occurred and be continuing as of the Spinoff Part I Effective Date.", "references": ["Headings", "Fees", "Terms", "Use Of Proceeds", "Tax Withholdings", "Vesting", "Miscellaneous", "Closings", "Death", "Approvals", "Confidentiality", "Warranties", "Indemnifications", "Assignments", "Base Salary", "Sanctions", "Waivers", "Duties", "Specific Performance", "Erisa", "Effective Dates", "Submission To Jurisdiction", "No Conflicts", "Construction", "General", "Consents", "Disclosures", "Releases", "Change In Control", "Compliance With Laws", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Set forth on Schedule IIB is a true and correct list of all U.S. patents and trademarks registered in or applied for with the United States Patent and Trademark Office, and all U.S. copyrights registered in or applied for with the United States Copyright Office, in each case owned by the Grantors (except, in each case, as may be otherwise indicated on such schedule).", "references": ["Compliance With Laws", "Severability", "Sanctions", "Withholdings", "Existence", "Disclosures", "Approvals", "Interests", "Qualifications", "Forfeitures", "Waivers", "Survival", "Fees", "Consent To Jurisdiction", "Positions", "General", "Further Assurances", "Warranties", "Representations", "Capitalization", "Arbitration", "Definitions", "Consents", "Insurances", "Vesting", "Taxes", "Submission To Jurisdiction", "Anti-Corruption Laws", "Enforceability", "Governing Laws", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Borrower hereby represents that neither it nor Sponsor has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold the Administrative Agent harmless from and against any and all claims, liabilities, reasonable documented costs and expenses of any kind (including the Administrative Agent\u2019s attorneys\u2019 fees of external counsel and out-of-pocket expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or the Administrative Agent in connection with the transactions contemplated herein. The provisions of this Section 9.20 shall survive the expiration and termination of this Agreement and the payment of the Debt.", "references": ["Survival", "Expenses", "Headings", "Books", "Authorizations", "Jurisdictions", "Confidentiality", "Amendments", "Employment", "Notices", "Severability", "Vesting", "Counterparts", "Change In Control", "Publicity", "Erisa", "Representations", "Releases", "Forfeitures", "Submission To Jurisdiction", "Integration", "Disability", "Costs", "Litigations", "Insurances", "Liens", "Modifications", "Further Assurances", "Death", "No Waivers", "Brokers"], "gold": ["Brokers"]}
+{"input": "Seller is qualified to do business and is in good standing in each jurisdiction in which the ownership of the Assets or the operation of the Business by Seller as now being conducted makes such qualification necessary.", "references": ["Positions", "Headings", "Waivers", "Vacations", "Compliance With Laws", "Enforcements", "Terminations", "Authorizations", "Indemnity", "Consents", "Agreements", "Liens", "Participations", "Further Assurances", "No Waivers", "Interests", "Brokers", "Specific Performance", "Use Of Proceeds", "Consent To Jurisdiction", "Intellectual Property", "Fees", "Arbitration", "Jurisdictions", "Modifications", "Effective Dates", "Cooperation", "No Defaults", "General", "Assigns", "Qualifications"], "gold": ["Qualifications"]}
+{"input": "Each Guarantor agrees to the fullest extent permitted by applicable law that, as between such Guarantor, on the one hand, and the Administrative Agent, Lenders and Issuing Banks, on the other hand, the Loan Obligations may be declared to be forthwith due and payable as provided in Article VII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VII) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Loan Obligations from becoming automatically due and payable) as against any other person and that, in the event of such declaration (or such Loan Obligations being deemed to have become automatically due and payable), such Loan Obligations (whether or not due and payable by any other person) shall forthwith become due and payable by such Guarantor.", "references": ["Authority", "Expenses", "Adjustments", "Agreements", "Participations", "Brokers", "Jurisdictions", "Interpretations", "Indemnity", "Construction", "Books", "Effective Dates", "Withholdings", "Amendments", "General", "Publicity", "Financial Statements", "No Waivers", "Waivers", "Tax Withholdings", "No Conflicts", "Litigations", "Consent To Jurisdiction", "Records", "Cooperation", "Solvency", "Taxes", "Employment", "Applicable Laws", "Compliance With Laws", "Remedies"], "gold": ["Remedies"]}
+{"input": "Articles II, III, IV and V shall survive the termination of Executive\u2019s employment and termination or expiration of this Agreement.", "references": ["Effectiveness", "Definitions", "Anti-Corruption Laws", "Further Assurances", "Waivers", "Construction", "Consents", "Modifications", "Records", "Use Of Proceeds", "Consent To Jurisdiction", "Applicable Laws", "No Defaults", "Participations", "Interpretations", "Remedies", "Warranties", "Fees", "Qualifications", "Transactions With Affiliates", "Erisa", "Indemnity", "Effective Dates", "Base Salary", "Cooperation", "Submission To Jurisdiction", "Litigations", "Integration", "Enforcements", "Notices", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New\u00a0York without regard to conflicts of laws principles thereof but including Section\u00a05-1401 and 5-1402 of the New York General Obligations Law.", "references": ["Submission To Jurisdiction", "Terminations", "Indemnity", "Existence", "Liens", "Representations", "Qualifications", "Change In Control", "Approvals", "Waivers", "Interpretations", "Powers", "Disability", "Closings", "Compliance With Laws", "Headings", "Brokers", "Indemnifications", "Vesting", "Expenses", "Insurances", "Fees", "Severability", "Costs", "Sales", "Venues", "Subsidiaries", "Confidentiality", "Use Of Proceeds", "Jurisdictions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Issuer will, and will cause each Note Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section \u00a09.10.", "references": ["Sales", "Intellectual Property", "Agreements", "Binding Effects", "Headings", "Financial Statements", "Approvals", "Authorizations", "Erisa", "Successors", "Enforceability", "Anti-Corruption Laws", "Enforcements", "Books", "Vacations", "Brokers", "Releases", "Remedies", "Governing Laws", "Sanctions", "Vesting", "Organizations", "Amendments", "Disability", "Severability", "Survival", "Miscellaneous", "Transactions With Affiliates", "Effectiveness", "Consents", "Existence"], "gold": ["Existence"]}
+{"input": "Schedule IV sets forth a true and complete listing of the material insurance policies maintained by Borrower and its Subsidiaries as of the Effective Date, with the amounts insured (and any deductibles) set forth therein.", "references": ["Entire Agreements", "Brokers", "Construction", "Jurisdictions", "Governing Laws", "Interpretations", "Disability", "Terms", "Authority", "Effectiveness", "Compliance With Laws", "Remedies", "Adjustments", "Benefits", "Waiver Of Jury Trials", "Erisa", "Vacations", "General", "Consent To Jurisdiction", "Headings", "No Conflicts", "No Defaults", "Costs", "Participations", "Death", "Authorizations", "Confidentiality", "Existence", "Subsidiaries", "Titles", "Insurances"], "gold": ["Insurances"]}
+{"input": "Subject to all applicable laws, rules and regulations, the Committee shall have the power to amend this Agreement at any time. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 18(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof. In the event changes to applicable federal, state or local tax law effective after the Date of Grant impact the treatment of the Options as intended as of the date hereof, the Plan Administrator may, in its sole discretion and without notice to the Participant, amend this Agreement in any manner that the Plan Administrator deems appropriate, which exercise of discretion shall be final, binding and conclusive on all persons having an interest therein.", "references": ["Indemnifications", "Titles", "Organizations", "Sales", "Withholdings", "Records", "Releases", "Entire Agreements", "No Waivers", "Non-Disparagement", "Erisa", "Positions", "Arbitration", "Authority", "No Defaults", "Modifications", "Books", "Authorizations", "Liens", "Cooperation", "Publicity", "Transactions With Affiliates", "Effective Dates", "Agreements", "Successors", "Anti-Corruption Laws", "Warranties", "Employment", "Confidentiality", "Jurisdictions", "Amendments"], "gold": ["Amendments"]}
+{"input": "THIS CREDIT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["Non-Disparagement", "Counterparts", "Approvals", "Duties", "Severability", "Capitalization", "Terms", "Enforceability", "Indemnity", "Waiver Of Jury Trials", "Notices", "Vesting", "Vacations", "Existence", "Solvency", "Tax Withholdings", "Insurances", "No Defaults", "Records", "Sanctions", "Intellectual Property", "Fees", "Remedies", "Benefits", "Effective Dates", "Transactions With Affiliates", "Consent To Jurisdiction", "Subsidiaries", "Disability", "Expenses", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party\u2019s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b)\u00a0do not (i) contravene the terms of any of such Person\u2019s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liens), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or by which it or any of the properties of such Person or any of its Subsidiaries is bound or to which it may be subject or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x) or (b)(iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.", "references": ["Vesting", "Governing Laws", "Intellectual Property", "Liens", "Waivers", "Disability", "Insurances", "Construction", "Terms", "Indemnifications", "Effectiveness", "Enforcements", "Positions", "Warranties", "Releases", "Base Salary", "Financial Statements", "Cooperation", "Representations", "No Waivers", "Benefits", "Litigations", "Counterparts", "Assigns", "Fees", "Titles", "Integration", "Agreements", "Non-Disparagement", "Entire Agreements", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement shall not be assignable by the Executive except to the extent provided in Section 13(o) below. The Company may assign this Agreement only to a successor to all or substantially all of its or the Partnership\u2019s business and assets and, in such instance, shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company or the Partnership, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place. Executive hereby consents and agrees to such assignment, including with respect to the covenants in Sections 8, 9, 10 and 11 of the Agreement and agrees to be bound by their terms. Upon such assignment and assumption, the rights and obligations of the Company hereunder shall become the rights and obligations of such assignee.", "references": ["Interpretations", "Disclosures", "Capitalization", "Records", "Integration", "Sales", "Positions", "Effective Dates", "Remedies", "Liens", "Entire Agreements", "Payments", "Indemnifications", "Terminations", "Further Assurances", "Enforcements", "Erisa", "Vacations", "Interests", "Jurisdictions", "Publicity", "Expenses", "Financial Statements", "Successors", "General", "Qualifications", "Assigns", "Base Salary", "Venues", "Change In Control", "Assignments"], "gold": ["Assignments"]}
+{"input": "The failure of the Company to insist in any one or more instances upon performance of any of the provisions of this Exhibit A or to pursue its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights.", "references": ["Amendments", "Interests", "Use Of Proceeds", "Qualifications", "Intellectual Property", "Authority", "Base Salary", "Entire Agreements", "Subsidiaries", "Sales", "Capitalization", "Anti-Corruption Laws", "Approvals", "Closings", "Records", "Titles", "Waiver Of Jury Trials", "Waivers", "Applicable Laws", "Construction", "Governing Laws", "Remedies", "Assignments", "Confidentiality", "Warranties", "Books", "Insurances", "Defined Terms", "Erisa", "Jurisdictions", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "In addition to any other indemnity provided in the Transaction Documents, the Company will indemnify and hold each Purchaser and its directors, officers, stockholders, partners, employees, advisers, affiliates\u00a0\u00a0and agents (each, a \u201c Purchaser Party \u201d) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys\u2019 fees and costs of investigation (collectively, \u201c Losses \u201d) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document, and (b) any action instituted against a Purchaser Party in any capacity, or any of them or their respective affiliates, by any individual who is not an affiliate of such Purchaser Party, with respect to any of the transactions contemplated by this Agreement.\u00a0\u00a0In addition to the indemnity contained herein, the Company will reimburse each Purchaser Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.", "references": ["Waivers", "Death", "Approvals", "Financial Statements", "Employment", "Taxes", "Records", "Base Salary", "Consent To Jurisdiction", "Liens", "Organizations", "Authority", "Interests", "Positions", "Compliance With Laws", "Indemnity", "Expenses", "Further Assurances", "Specific Performance", "Intellectual Property", "Forfeitures", "Notices", "Litigations", "Effective Dates", "Fees", "Entire Agreements", "Assignments", "Tax Withholdings", "Disclosures", "Binding Effects", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each Guarantor shall maintain insurance with insurers that such Guarantors believes (in its business judgment) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance) as such Guarantor believes is reasonable and prudent in light of the size and nature of its business and against at least such risks (and with such risk retentions) as such Guarantor believes (in its business judgment) are reasonable and prudent in light of the size and nature of its business.", "references": ["Vacations", "Notices", "Benefits", "No Conflicts", "Forfeitures", "Authority", "Brokers", "Tax Withholdings", "Titles", "Authorizations", "Withholdings", "No Defaults", "Waiver Of Jury Trials", "Death", "Remedies", "Terminations", "Employment", "Adjustments", "Confidentiality", "Defined Terms", "Subsidiaries", "Disclosures", "Agreements", "Solvency", "Enforcements", "Indemnifications", "Survival", "Construction", "Cooperation", "Use Of Proceeds", "Insurances"], "gold": ["Insurances"]}
+{"input": "FCX will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a)\u00a0its legal existence, except in the case of any Subsidiary other than PTFI, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b)\u00a0the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section\u00a06.03 or, so long as PTFI is a Subsidiary, permitted by Section\u00a09.16(c).", "references": ["Indemnifications", "Expenses", "Entire Agreements", "Terminations", "Binding Effects", "Severability", "Solvency", "Publicity", "No Waivers", "Records", "Jurisdictions", "Authorizations", "Arbitration", "Qualifications", "Change In Control", "Interpretations", "Amendments", "Forfeitures", "Costs", "Insurances", "Compliance With Laws", "Non-Disparagement", "Approvals", "Submission To Jurisdiction", "Titles", "Brokers", "Disclosures", "Capitalization", "Assigns", "Death", "Existence"], "gold": ["Existence"]}
+{"input": "The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive\u2019s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company, for all legitimate commercial and business purposes of the Company (\u201c Permitted Uses \u201d) without further consent from or royalty, payment, or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of his employment by the Company, arising directly or indirectly from the Company\u2019s and its agents\u2019, representatives\u2019, and licensees\u2019 exercise of their rights in connection with any Permitted Uses.", "references": ["Forfeitures", "Titles", "Assigns", "Terms", "Powers", "Authority", "Integration", "Tax Withholdings", "Approvals", "Positions", "Vacations", "Records", "Counterparts", "Solvency", "Specific Performance", "Applicable Laws", "Disability", "Waivers", "Enforceability", "Waiver Of Jury Trials", "Releases", "Expenses", "Representations", "Change In Control", "Interpretations", "Enforcements", "Books", "Use Of Proceeds", "Further Assurances", "Effective Dates", "Publicity"], "gold": ["Publicity"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.", "references": ["Binding Effects", "Costs", "Organizations", "Terms", "No Defaults", "Enforceability", "Effective Dates", "Anti-Corruption Laws", "Expenses", "Existence", "Taxes", "Notices", "Titles", "Assigns", "Arbitration", "Capitalization", "Integration", "Vesting", "Financial Statements", "Death", "Construction", "Venues", "Definitions", "No Waivers", "Adjustments", "Submission To Jurisdiction", "Cooperation", "Subsidiaries", "Positions", "Authority", "Survival"], "gold": ["Survival"]}
+{"input": "Any failure by either Party to enforce at any time any terms and conditions of this Agreement shall not be considered a waiver of that Party\u2019s right thereafter to enforce such terms and conditions or any other terms and conditions of this Agreement.", "references": ["Compliance With Laws", "Powers", "Employment", "Counterparts", "Further Assurances", "Interpretations", "Approvals", "Anti-Corruption Laws", "Benefits", "Survival", "Solvency", "Headings", "Subsidiaries", "Terms", "Amendments", "Change In Control", "Adjustments", "Cooperation", "Jurisdictions", "Warranties", "Releases", "Vacations", "Disability", "Payments", "Duties", "Vesting", "Fees", "Assignments", "Interests", "Erisa", "Waivers"], "gold": ["Waivers"]}
+{"input": "Debtor agrees that this Note shall be deemed to have been made in the State of Louisiana at Lender\u2019s address indicated at the beginning of this Note and shall be governed by, and construed in accordance with, the laws of the State of Louisiana and is performable in the City and Parish of Louisiana indicated at the beginning of this Note.", "references": ["Consent To Jurisdiction", "Expenses", "Interpretations", "Counterparts", "Forfeitures", "Titles", "Enforceability", "Benefits", "Litigations", "Interests", "Erisa", "Authority", "Indemnity", "Sanctions", "Effectiveness", "Defined Terms", "Vacations", "Powers", "Existence", "Fees", "Jurisdictions", "Vesting", "Assignments", "Insurances", "Remedies", "Definitions", "Payments", "Entire Agreements", "Transactions With Affiliates", "Enforcements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "If any term or provision of this Agreement, or the application thereof to any Person or circumstance, shall, to any extent, be held to be invalid or unenforceable, the remainder of this Agreement, or the application thereof to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not thereby be affected, and each other term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law or equity.", "references": ["Titles", "Disability", "Further Assurances", "Indemnifications", "Specific Performance", "Terminations", "Benefits", "Binding Effects", "Tax Withholdings", "Cooperation", "Anti-Corruption Laws", "Publicity", "Successors", "Subsidiaries", "Books", "Enforceability", "No Conflicts", "Assigns", "Taxes", "General", "Forfeitures", "Sanctions", "Positions", "Insurances", "Approvals", "Confidentiality", "Enforcements", "Solvency", "Releases", "Assignments", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement and the related Escrow Agreement constitute the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof, including but not limited to that certain Series C Preferred Stock Purchase Agreement, dated February 19, 2015, Investors\u2019 Rights Agreement, dated February 19, 2015, and Stockholders Agreement, dated February 19, 2015.", "references": ["General", "Sanctions", "Warranties", "Assigns", "Consent To Jurisdiction", "Transactions With Affiliates", "Brokers", "Indemnifications", "Submission To Jurisdiction", "Binding Effects", "No Defaults", "Duties", "Subsidiaries", "Forfeitures", "Further Assurances", "Disclosures", "No Conflicts", "Severability", "Capitalization", "Insurances", "Disability", "Adjustments", "Liens", "Authorizations", "Sales", "Waiver Of Jury Trials", "Construction", "Waivers", "Enforceability", "Organizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Except as otherwise provided herein, all actions and proceedings arising out of or relating to the interpretation and enforcement of the provisions of this Agreement or in respect of the Transactions shall be heard and determined in the United States District Court for the Southern District of New York and any federal appellate court therefrom (or, if United States federal jurisdiction is unavailable over a particular matter, the Supreme Court of the State of New York, New York County) and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such action or proceeding.", "references": ["Powers", "Brokers", "Subsidiaries", "Agreements", "Confidentiality", "Costs", "Tax Withholdings", "Specific Performance", "Erisa", "Enforceability", "Death", "Employment", "Taxes", "Submission To Jurisdiction", "Positions", "Litigations", "Integration", "Books", "Amendments", "Interests", "Terminations", "Transactions With Affiliates", "Remedies", "Enforcements", "Indemnity", "Publicity", "Construction", "Cooperation", "Applicable Laws", "Solvency", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Unless otherwise stated in this First Amendment, (a) terms defined in the Existing Agreement have the same meanings when used in this First Amendment, and (b) references to \u201c Sections \u201d are to the sections of the Existing Agreement.", "references": ["Jurisdictions", "Interpretations", "Litigations", "Vesting", "No Defaults", "Integration", "Withholdings", "Base Salary", "Releases", "Construction", "Anti-Corruption Laws", "Arbitration", "Employment", "Enforcements", "Subsidiaries", "Capitalization", "Entire Agreements", "Submission To Jurisdiction", "Interests", "Disability", "Effective Dates", "Powers", "Disclosures", "Closings", "Enforceability", "Participations", "Successors", "Benefits", "Defined Terms", "Venues", "Terms"], "gold": ["Terms"]}
+{"input": "On or prior to the Initial Borrowing Date, the Effective Date shall have occurred as provided in Section\u00a013.10.", "references": ["Capitalization", "Forfeitures", "Expenses", "Financial Statements", "Defined Terms", "Specific Performance", "Costs", "Litigations", "Enforceability", "Waivers", "Assignments", "Warranties", "Notices", "Insurances", "Books", "Duties", "Organizations", "Intellectual Property", "Benefits", "Consents", "Approvals", "Arbitration", "Governing Laws", "Vesting", "Publicity", "Successors", "Existence", "Records", "Liens", "Headings", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Sellers and Purchaser each hereby covenant that, after the Closing, any press release or public statement with respect to the Closing issued by Sellers or Purchaser shall be subject to the prior review and approval of Sellers and Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed).", "references": ["Withholdings", "Notices", "Enforceability", "Participations", "Non-Disparagement", "Insurances", "Financial Statements", "Qualifications", "Amendments", "Solvency", "Interpretations", "Definitions", "Tax Withholdings", "Severability", "Interests", "Payments", "No Defaults", "Books", "Miscellaneous", "Disclosures", "Releases", "Costs", "Arbitration", "Entire Agreements", "Change In Control", "Adjustments", "Modifications", "Agreements", "Fees", "General", "Publicity"], "gold": ["Publicity"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of you (and your personal representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change of Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.", "references": ["Capitalization", "Assigns", "Agreements", "Litigations", "Base Salary", "Death", "Confidentiality", "Powers", "Organizations", "Representations", "Fees", "Submission To Jurisdiction", "Effectiveness", "Applicable Laws", "Indemnifications", "Headings", "Financial Statements", "Qualifications", "Disclosures", "Severability", "Construction", "Terms", "Tax Withholdings", "Arbitration", "Further Assurances", "Approvals", "Records", "No Conflicts", "Authorizations", "Indemnity", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The Purchaser and the Holder Representative shall provide each other with such cooperation and assistance as may be reasonably requested by either of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, or any judicial or administrative proceedings relating to liability for Taxes and each will provide the other with any records or information which may be relevant to such Tax Return, audit, or examination, proceedings or determination. Such cooperation and assistance shall include making employees available on a mutually convenient basis during normal business hours to provide additional information. The Party requesting assistance hereunder shall reimburse the other for reasonable expense incurred in providing such assistance.", "references": ["Vacations", "Change In Control", "Financial Statements", "Arbitration", "Taxes", "Interests", "Consents", "Successors", "Indemnity", "Venues", "Death", "Existence", "Brokers", "Expenses", "Fees", "Records", "Tax Withholdings", "Binding Effects", "Terms", "Representations", "Enforceability", "Intellectual Property", "Non-Disparagement", "Vesting", "Jurisdictions", "Warranties", "Titles", "Construction", "Terminations", "Remedies", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The Arranger, the Agent and the Lenders shall have received the fee due to Lenders (pro rata) in the aggregate amount of $30,000.00 together with all invoiced fees, costs, expenses and compensation required to be paid on the Effective Date (including any fees payable under this Amendment, any fee letter with the Lenders and the reasonable fees, disbursements and other charges of legal counsel to the Arranger, the Agent and the Lenders and expenses of appraisers, consultants and other advisors to the Arranger, the Agent and the Lenders and who have been approved by the Borrower).", "references": ["No Conflicts", "Indemnity", "Enforcements", "Expenses", "Binding Effects", "Non-Disparagement", "Solvency", "Brokers", "Litigations", "Headings", "Assignments", "Death", "Sales", "Records", "Disability", "Definitions", "Capitalization", "Payments", "Assigns", "General", "Insurances", "Terms", "Enforceability", "Modifications", "Authority", "Employment", "Existence", "Taxes", "Financial Statements", "Indemnifications", "Fees"], "gold": ["Fees"]}
+{"input": "In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Employer shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.", "references": ["Cooperation", "Miscellaneous", "General", "Subsidiaries", "Use Of Proceeds", "Compliance With Laws", "Further Assurances", "Enforceability", "Employment", "Jurisdictions", "Capitalization", "Publicity", "Records", "Transactions With Affiliates", "Confidentiality", "Sanctions", "Expenses", "Existence", "Terminations", "Successors", "Solvency", "Effective Dates", "Indemnity", "Disclosures", "Assignments", "Interpretations", "Payments", "Survival", "Death", "Defined Terms", "Remedies"], "gold": ["Remedies"]}
+{"input": "In addition to all rights of indemnity and subrogation as any Credit Party may have under applicable law (but in each case subject to Section\u00a06.03 ), each Credit Party agrees that: (a)\u00a0in the event a payment of any Secured Obligation shall be made by any Credit Party under this Agreement, the other Credit Party shall indemnify such Credit Party for the full amount of such payment and such Credit Party shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b)\u00a0in the event any assets of any Credit Party shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part any Secured Obligation owed to any Secured Party, each of the other Credit Parties shall indemnify such Credit Party in an amount equal to the fair value of the assets so sold.", "references": ["Interests", "Releases", "Governing Laws", "Titles", "Existence", "Definitions", "Participations", "Payments", "Disclosures", "Anti-Corruption Laws", "Solvency", "Submission To Jurisdiction", "Books", "Subsidiaries", "Adjustments", "Enforcements", "Assigns", "Authority", "Death", "Severability", "Binding Effects", "Tax Withholdings", "Miscellaneous", "No Waivers", "Sanctions", "Sales", "Duties", "No Conflicts", "Enforceability", "Authorizations", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The closing of the Put Right transaction shall occur in accordance with the terms of the Sale Agreement. In the event that a Put Right transaction fails to close for any reason other than Owner\u2019s breach or default under this Agreement or under the Sale Agreement or because of a failure of one or more representations or warranties by Seller under the Sale Agreement to be true and correct in all material respects as of the Closing Date (a \u201c Rep Condition Failure \u201d), or due to a Gaming Approval Failure and the Sale Agreement is terminated (any such failure to close for a reason other than such breach or default by Owner, a Rep Condition Failure or Gaming Approval Failure, a \u201c Put Right Closing Failure \u201d), Owner shall have the right to exercise the HLV Repurchase Right in accordance with the procedures set forth in Section 4 hereof. Either VICI or Owner shall have the right, to be exercised within twenty (20) days after the date the alleged Put Right Closing Failure occurs, to submit any dispute related to the failure to close to arbitration in accordance with the procedures set forth in Section 6 hereof in order to obtain a determination of the reason for such failure to close. If the Sale Agreement has been executed between the Parties, from and after such execution the terms and conditions of such Sale Agreement shall govern all disputes between the Parties other than the reason for such failure to close rather than the arbitration procedures set forth in Section 6 hereof.", "references": ["No Conflicts", "Agreements", "Tax Withholdings", "Powers", "Forfeitures", "Counterparts", "Integration", "Base Salary", "Jurisdictions", "Waivers", "General", "Defined Terms", "Effectiveness", "Submission To Jurisdiction", "Participations", "Publicity", "Severability", "Construction", "Disability", "Terms", "Interpretations", "Death", "Organizations", "Waiver Of Jury Trials", "Terminations", "Financial Statements", "Withholdings", "Notices", "Successors", "Amendments", "Closings"], "gold": ["Closings"]}
+{"input": "Array shall treat all financial information of ASLAN (and its Affiliates and Sublicensees) that is subject to review under this Article 6 of this Agreement (including all royalty reports) as Confidential Information of ASLAN.", "references": ["Assigns", "Indemnifications", "Effective Dates", "Terminations", "Modifications", "Applicable Laws", "Powers", "Fees", "Qualifications", "Enforcements", "Closings", "Solvency", "Expenses", "Liens", "Records", "No Conflicts", "Capitalization", "Entire Agreements", "Benefits", "Releases", "Insurances", "Brokers", "Change In Control", "Costs", "Financial Statements", "Cooperation", "Survival", "Use Of Proceeds", "Organizations", "Disclosures", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Committee shall administer the Plan.\u00a0 To the extent required to comply with the provisions of Rule\u00a016b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) it is intended that each member of the Committee shall, at the time such member takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions provided by Rule\u00a016b-3 promulgated under the Exchange Act be a Qualifying Director.\u00a0 However, the fact that a Committee member shall fail to qualify as a Qualifying Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.", "references": ["Assigns", "Capitalization", "Governing Laws", "No Waivers", "Miscellaneous", "Subsidiaries", "Submission To Jurisdiction", "Approvals", "Vesting", "Compliance With Laws", "Erisa", "Publicity", "Releases", "Fees", "Interests", "Solvency", "Definitions", "No Conflicts", "Costs", "Powers", "Interpretations", "Organizations", "Enforceability", "Qualifications", "Positions", "Authorizations", "Amendments", "Entire Agreements", "Consent To Jurisdiction", "Warranties", "General"], "gold": ["General"]}
+{"input": "Upon satisfaction of the conditions specified in Section\u00a04.01 on the Closing Date, each Existing Letter of Credit will, automatically and without any action on the part of any Person, be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents.\u00a0 Subject to the terms and conditions set forth herein, the Borrower may request the issuance of additional Letters of Credit for its own account (or for the account of any of its subsidiaries so long as the Borrower is a co-applicant), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank (it being understood that no Issuing Bank shall be required to issue any Letter of Credit if it would violate one or more policies of such Issuing Bank applicable to letters of credit generally) at any time and from time to time during the Revolving Availability Period.\u00a0 In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.", "references": ["Notices", "Qualifications", "Confidentiality", "Agreements", "Terminations", "Employment", "Books", "Fees", "Expenses", "Warranties", "Sales", "Consents", "Powers", "Terms", "Cooperation", "Indemnity", "Consent To Jurisdiction", "Releases", "Solvency", "Duties", "Financial Statements", "Benefits", "Assignments", "No Conflicts", "Costs", "Vacations", "Counterparts", "Brokers", "Modifications", "Venues", "General"], "gold": ["General"]}
+{"input": "This Third Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.", "references": ["Definitions", "Titles", "Records", "Miscellaneous", "Specific Performance", "Applicable Laws", "Vesting", "Enforceability", "Waivers", "Organizations", "Qualifications", "Non-Disparagement", "Forfeitures", "Defined Terms", "Fees", "Amendments", "Books", "Notices", "Arbitration", "Governing Laws", "Interpretations", "Effective Dates", "Payments", "Costs", "Binding Effects", "Employment", "Terminations", "Tax Withholdings", "Benefits", "Powers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a) The Audited Financial Statements delivered to the Administrative Agent (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrowers and their Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrowers and their Restricted Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP.", "references": ["No Conflicts", "Intellectual Property", "Closings", "Consents", "Confidentiality", "Costs", "Adjustments", "Taxes", "Litigations", "Waivers", "Specific Performance", "Disclosures", "Survival", "Enforcements", "Indemnifications", "Non-Disparagement", "Participations", "Withholdings", "Consent To Jurisdiction", "Payments", "No Waivers", "Titles", "Vacations", "Change In Control", "Applicable Laws", "Qualifications", "Interpretations", "Insurances", "Successors", "Amendments", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Neither this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any party without the prior written consent of the other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, except that Amazon may transfer or assign, in whole or from time to time in part, to one or more of its direct or indirect wholly owned subsidiaries, its rights and/or obligations under this Agreement, but any such transfer or assignment shall not relieve Amazon of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.", "references": ["Jurisdictions", "Warranties", "Participations", "Representations", "Tax Withholdings", "Approvals", "Construction", "Definitions", "Withholdings", "Defined Terms", "Financial Statements", "Capitalization", "Forfeitures", "Severability", "Existence", "Cooperation", "Insurances", "Arbitration", "Enforceability", "Miscellaneous", "Interests", "Disclosures", "No Conflicts", "Remedies", "Effectiveness", "Sanctions", "Binding Effects", "Subsidiaries", "Organizations", "Vacations", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company shall, and shall cause each of its consolidated Subsidiaries to, (i)\u00a0make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and such Subsidiaries; (ii)\u00a0devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (x)\u00a0transactions are executed in accordance with management\u2019s general or specific authorization; (y)\u00a0transactions are recorded as necessary (1)\u00a0to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and (2)\u00a0to maintain accountability for assets; and (z)\u00a0access to assets is permitted only in accordance with management\u2019s general or specific authorization; and (iii)\u00a0comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, so long as in effect.", "references": ["Effective Dates", "Cooperation", "Terms", "Positions", "Books", "Notices", "Representations", "Disability", "Venues", "Remedies", "Compliance With Laws", "Qualifications", "Erisa", "Existence", "Insurances", "Powers", "Miscellaneous", "Sales", "Assigns", "Employment", "No Defaults", "Submission To Jurisdiction", "Amendments", "Interests", "Transactions With Affiliates", "Approvals", "Binding Effects", "Duties", "Vesting", "Forfeitures", "Records"], "gold": ["Records"]}
+{"input": "Each Credit Party will, and the Borrower will cause each of the Borrower\u2019s Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP and in compliance with the requirements of any Governmental Authority having jurisdiction over it, (ii) provide to the Administrative Agent, upon request, a complete and accurate listing of all electronic and other systems by which the Credit Parties maintain any books, accounts and records, and provide all information necessary (including credentials, passwords and authorizations) to permit the Administrative Agent to (A) access, duplicate and disseminate the information contained therein and (B) in connection with an exercise of remedies after the occurrence and during the continuance of an Event of Default, have exclusive control over such books, accounts and records, and (iii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon notice to the Borrower, the independent public accountants of the Credit Parties and their respective Subsidiaries (and by this provision each of the Parent, Intermediate Holdco and the Borrower authorizes such accountants to discuss the finances and affairs of the Credit Parties and their respective Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested.", "references": ["No Defaults", "Governing Laws", "Forfeitures", "Taxes", "Organizations", "Participations", "Tax Withholdings", "Employment", "Death", "Erisa", "Severability", "Existence", "Consent To Jurisdiction", "Definitions", "Jurisdictions", "Closings", "Qualifications", "Insurances", "Entire Agreements", "Miscellaneous", "Books", "Further Assurances", "Subsidiaries", "Solvency", "Releases", "Publicity", "Amendments", "Defined Terms", "Expenses", "Non-Disparagement", "Records"], "gold": ["Records"]}
+{"input": "Seller is not, nor to its knowledge, is any of its Affiliates (i) an \u201cenemy\u201d or an \u201cally of the enemy\u201d within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. \u00a7\u00a7 1 et seq. ), (ii) in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or (C) the Patriot Act (collectively, the \u201cAnti-Terrorism Laws\u201d ) or (iii) a Sanctioned Person.\u00a0 No part of the proceeds of any Cash Investment hereunder will be unlawfully used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person (including the Purchaser) of any Anti-Terrorism Laws.\u00a0 Seller has implemented and maintains in effect policies and procedures designed to ensure compliance by Seller and its directors, officers, employees and agents in all material respects with Anti-Corruption Laws and applicable Sanctions, and Seller and, to its knowledge, its directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.", "references": ["Counterparts", "Forfeitures", "Interpretations", "Applicable Laws", "Payments", "Change In Control", "Miscellaneous", "Adjustments", "Authorizations", "Death", "Indemnity", "Vacations", "Taxes", "No Waivers", "Binding Effects", "No Defaults", "Titles", "Entire Agreements", "Transactions With Affiliates", "Effectiveness", "Defined Terms", "Enforceability", "Withholdings", "Terminations", "Assignments", "Records", "Governing Laws", "Authority", "Duties", "Confidentiality", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of subsection (b) \u00a0of this Section, (ii)\u00a0by way of participation in accordance with the provisions of subsection (d) \u00a0of this Section\u00a0or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) \u00a0of this Section\u00a0(and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0 Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (e) \u00a0of this Section\u00a0and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Employment", "Sales", "Effectiveness", "Terms", "Waivers", "Adjustments", "Base Salary", "Vesting", "Headings", "Qualifications", "Approvals", "Publicity", "Venues", "Notices", "Anti-Corruption Laws", "Subsidiaries", "Specific Performance", "Change In Control", "Further Assurances", "Records", "Liens", "Defined Terms", "Payments", "Capitalization", "Transactions With Affiliates", "Releases", "General", "Disability", "Assigns", "Jurisdictions", "Successors"], "gold": ["Successors"]}
+{"input": "Subject to Section 20.7, Article 6, Article 7, Article 9, Article 10, Article 12, Article 14, Article 15, Article 16, Article 17, Article 18 and Article 19, Article 20, Sections 3.8, 3.13, 3.14, 3.17, 4.5, 8.1, 8.2, 21.9, 21.16, 21.23, and this Section 21.24 shall survive termination of this Agreement, in addition to any other provisions which by their nature should, or by their express terms do, survive or extend beyond the termination of this Agreement.", "references": ["Change In Control", "Closings", "Cooperation", "Enforcements", "Enforceability", "Defined Terms", "Applicable Laws", "No Conflicts", "Non-Disparagement", "Indemnifications", "Insurances", "Duties", "No Defaults", "Entire Agreements", "Effective Dates", "Powers", "Interests", "Submission To Jurisdiction", "Base Salary", "Publicity", "General", "Sanctions", "Integration", "Forfeitures", "Remedies", "Employment", "Intellectual Property", "Consent To Jurisdiction", "Notices", "Fees", "Survival"], "gold": ["Survival"]}
+{"input": "The Borrower shall have paid all amounts required to be paid pursuant that certain fee letter among the Borrower and the Administrative Agent dated as of the Eleventh Amendment Effective Date.", "references": ["Submission To Jurisdiction", "Arbitration", "Duties", "Liens", "Change In Control", "Powers", "Forfeitures", "Capitalization", "Existence", "Effectiveness", "Employment", "Sales", "Waiver Of Jury Trials", "Authority", "Adjustments", "Governing Laws", "Binding Effects", "Definitions", "Taxes", "Non-Disparagement", "Waivers", "Disclosures", "Costs", "Construction", "No Defaults", "Payments", "Base Salary", "Publicity", "Confidentiality", "Books", "Fees"], "gold": ["Fees"]}
+{"input": "The Parties have entered into a Non-Disclosure Agreement (\u201cNDA\u201d) dated as of October 14, 2013, attached as Exhibit C and incorporated herein by reference. The Parties hereby agree that the expiration date of the NDA shall be extended to be coterminous with this Renewal Agreement, and that the terms of this Renewal Agreement will be deemed Confidential Information under the terms of the NDA.", "references": ["Assignments", "Death", "Non-Disparagement", "No Defaults", "Disclosures", "Consent To Jurisdiction", "Organizations", "Expenses", "Intellectual Property", "Agreements", "Withholdings", "Terms", "Consents", "Litigations", "Survival", "Interests", "Brokers", "Waiver Of Jury Trials", "Construction", "Definitions", "Qualifications", "Miscellaneous", "Indemnifications", "Waivers", "Severability", "Closings", "Adjustments", "Approvals", "Disability", "Applicable Laws", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i)\u00a0in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, Houston, Texas time, three Business Days before the date of prepayment, or (ii)\u00a0in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, Houston, Texas time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section\u00a02.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section\u00a03.02.", "references": ["Subsidiaries", "Successors", "Binding Effects", "Expenses", "Interpretations", "Disability", "Authority", "Records", "Disclosures", "Withholdings", "Assignments", "Compliance With Laws", "Representations", "Venues", "Indemnity", "Headings", "Existence", "Authorizations", "Specific Performance", "Applicable Laws", "Anti-Corruption Laws", "Agreements", "Submission To Jurisdiction", "Qualifications", "Payments", "Positions", "Tax Withholdings", "Change In Control", "Duties", "Terminations", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall become effective on the date hereof in accordance with Section\u00a02.07A(b) of the Credit Agreement.", "references": ["Transactions With Affiliates", "Financial Statements", "Cooperation", "Solvency", "Base Salary", "Duties", "Warranties", "Terminations", "Remedies", "Assignments", "Modifications", "Definitions", "Positions", "Venues", "Taxes", "Jurisdictions", "Existence", "Sales", "Entire Agreements", "Authority", "Miscellaneous", "Capitalization", "Organizations", "Qualifications", "Benefits", "Arbitration", "Consents", "Vesting", "Sanctions", "Releases", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of Maryland, without regard to the choice of law provisions thereof.", "references": ["Venues", "Further Assurances", "Participations", "Taxes", "Successors", "Remedies", "Consent To Jurisdiction", "Representations", "Construction", "Modifications", "Duties", "Indemnity", "Benefits", "Specific Performance", "Notices", "Integration", "Interpretations", "Severability", "Miscellaneous", "Closings", "Financial Statements", "Sanctions", "Confidentiality", "Liens", "Indemnifications", "Enforceability", "Transactions With Affiliates", "Tax Withholdings", "Intellectual Property", "Assigns", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The provisions of Section 10.10 of the Credit Agreement shall be applicable to this Guaranty Agreement.", "references": ["Venues", "Disclosures", "Payments", "Applicable Laws", "Notices", "Interpretations", "Adjustments", "Fees", "Releases", "Organizations", "Amendments", "Sanctions", "Disability", "Effectiveness", "Records", "Indemnity", "Confidentiality", "Consents", "Forfeitures", "Indemnifications", "Capitalization", "Powers", "Representations", "Withholdings", "Survival", "Financial Statements", "No Waivers", "Erisa", "Waiver Of Jury Trials", "Construction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, the Program and the Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement; provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely by such amendment, unless the written consent of the Holder is obtained or such amendment is otherwise permitted under Section 11.5 or Section 13.10. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan, except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, are required to be determined in the sole discretion of the Committee.", "references": ["Liens", "Expenses", "Interpretations", "Releases", "Cooperation", "Books", "Submission To Jurisdiction", "Closings", "Severability", "Survival", "Enforceability", "Financial Statements", "Waiver Of Jury Trials", "Venues", "No Defaults", "Remedies", "Payments", "Employment", "Withholdings", "Disclosures", "Taxes", "Organizations", "Existence", "Use Of Proceeds", "Applicable Laws", "Indemnifications", "Solvency", "Benefits", "Effectiveness", "Confidentiality", "Duties"], "gold": ["Duties"]}
+{"input": "All notices and other communications to be given or to otherwise be made to any party to this Agreement shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by certified mail or by a recognized national courier service, postage or charges prepaid, (a) to Scientific Games Corporation, Attn: Legal Department, 6601 Bermuda Rd., Las Vegas, NV 89119, (b) to Employee, at the last address shown in the Company\u2019s records, or (c) to such other replacement address as may be designated in writing by the addressee to the addressor.", "references": ["Consents", "Representations", "Forfeitures", "Withholdings", "Integration", "Participations", "Governing Laws", "Applicable Laws", "Agreements", "Remedies", "Specific Performance", "Disclosures", "Terminations", "Existence", "Successors", "Jurisdictions", "Capitalization", "Entire Agreements", "General", "Authority", "Qualifications", "No Conflicts", "Enforceability", "Effectiveness", "Miscellaneous", "Effective Dates", "Erisa", "Litigations", "Benefits", "Warranties", "Notices"], "gold": ["Notices"]}
+{"input": "The Borrower and each of the Subsidiaries have obtained all intellectual property, free from burdensome restrictions, that is necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to obtain any such rights would not reasonably be expected to have a Material Adverse Effect.", "references": ["Powers", "Cooperation", "Books", "Interests", "Taxes", "Anti-Corruption Laws", "Organizations", "Subsidiaries", "Expenses", "Enforceability", "Agreements", "Transactions With Affiliates", "Governing Laws", "Approvals", "Remedies", "Applicable Laws", "Disclosures", "Terminations", "Capitalization", "Base Salary", "Sales", "Counterparts", "Closings", "Authorizations", "Warranties", "Forfeitures", "Survival", "Existence", "Vesting", "Non-Disparagement", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Employee by the Company, and consequently, without limiting the scope of the foregoing, all understandings and agreements preceding the date of execution of this Agreement and relating to such subject matter hereof are hereby null and void and of no further force and effect. Notwithstanding the foregoing: (i) the parties expressly acknowledge and agree that Section 7 of the 2010 Agreement, the 2012 Agreement, the 2015 Agreement, and the Fourth A&R Agreement shall survive and continue in full force and effect, and Employee shall abide by the terms of Section 7 of the 2010 Agreement, the 2012 Agreement, the 2015 Agreement, and the Fourth A&R Agreement as if such terms were incorporated herein; and (ii) for the avoidance of doubt, this Agreement shall not result in the duplication or elimination of any rights, compensation or benefits to which Employee may be (or become) entitled or vested under any employee compensation or benefit plan of the Company (including, without limitation, the Company\u2019s Long Term Incentive Plan or any successor plan thereto, and any equity awards outstanding thereunder, but excluding any severance plan).", "references": ["Change In Control", "No Conflicts", "Definitions", "Qualifications", "Effectiveness", "Intellectual Property", "Cooperation", "Benefits", "Base Salary", "Arbitration", "Litigations", "Remedies", "Death", "Submission To Jurisdiction", "Enforceability", "Employment", "Defined Terms", "Headings", "Disability", "Severability", "Jurisdictions", "Enforcements", "Further Assurances", "Solvency", "Interpretations", "Notices", "Non-Disparagement", "Terms", "Confidentiality", "Indemnifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which such material terms and conditions will have been disclosed after the filing of the press release pursuant to Section 4.5, and the information set forth in the Prospectus Supplement under the caption \u201cPROSPECTUS SUPPLEMENT SUMMARY \u2013 Recent Developments\u201d (and the same information if included in the Disclosure Schedules), which information will have been disclosed after the filing of the Disclosure 8-K pursuant to Section 4.5, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the 12 months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Books", "Base Salary", "Anti-Corruption Laws", "Erisa", "Liens", "Brokers", "Benefits", "Miscellaneous", "Positions", "Indemnity", "Organizations", "Vacations", "Payments", "Transactions With Affiliates", "Withholdings", "Subsidiaries", "Effectiveness", "Authority", "Records", "Cooperation", "Releases", "Assignments", "Insurances", "Integration", "Jurisdictions", "Use Of Proceeds", "Powers", "Terminations", "Survival", "Binding Effects", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Controls . The Plan is incorporated in this Agreement by reference. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. Furthermore, in the event of any conflict between the terms of this Agreement or the terms of the Plan and any written employment agreement with the Grantee, the provisions of the written employment agreement shall control. For the avoidance of doubt, and in furtherance of the foregoing sentence, to the extent that any defined term in this Agreement, such as \u201cChange in Control\u201d or any undefined term such as \u201ccause,\u201d is defined differently in any written employment agreement with the Grantee, the definition of any such term as set forth in such written employment agreement shall control.", "references": ["Costs", "Publicity", "Entire Agreements", "Records", "Arbitration", "No Conflicts", "Authorizations", "Disclosures", "Survival", "Intellectual Property", "Terms", "Vacations", "Releases", "Disability", "Titles", "Brokers", "Consents", "Amendments", "Liens", "Employment", "Use Of Proceeds", "Further Assurances", "Cooperation", "Integration", "Definitions", "Successors", "Indemnity", "Warranties", "Litigations", "Positions", "Agreements"], "gold": ["Agreements"]}
+{"input": "The representations and warranties of the Company and the Purchasers contained in Articles II and III and the agreements set forth in this Article V shall survive for a period of one year after the Closing.", "references": ["Anti-Corruption Laws", "Costs", "Compliance With Laws", "Effective Dates", "Withholdings", "Construction", "Authorizations", "Venues", "Governing Laws", "Enforceability", "Modifications", "Liens", "Defined Terms", "Assignments", "General", "Interpretations", "Confidentiality", "Integration", "Representations", "Cooperation", "Solvency", "Terms", "Non-Disparagement", "Brokers", "Approvals", "Capitalization", "Duties", "Subsidiaries", "Vesting", "Litigations", "Survival"], "gold": ["Survival"]}
+{"input": "This Award Agreement may be signed in two counterparts so that both the Grantee and the Company may have original signed copies, but such counterparts constitute one agreement and one grant.", "references": ["Organizations", "Assigns", "Tax Withholdings", "Successors", "Authorizations", "Capitalization", "Assignments", "Books", "Closings", "Definitions", "Consent To Jurisdiction", "Consents", "Interests", "Brokers", "Liens", "Taxes", "Change In Control", "Intellectual Property", "Transactions With Affiliates", "Specific Performance", "Benefits", "Confidentiality", "Remedies", "Jurisdictions", "Headings", "Titles", "Employment", "Survival", "No Conflicts", "Binding Effects", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The following terms and conditions shall apply to any Incremental Term Facility: (A)\u00a0no Default or Event of Default shall exist immediately prior to or after giving effect to such Incremental Term Facility, (B) any loans made pursuant to an Incremental Term Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (C) the terms and documentation in respect of any Incremental Term Facility, to the extent not consistent with the Term Loan Facility, will be reasonably satisfactory to the Administrative Agent, (D) any Lenders providing such Incremental Term Facility shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of prepayments on the same terms as the existing Term Loan Lenders, (E)\u00a0any such Incremental Term Facility shall be in a minimum principal amount of $15,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount of the Incremental Facility Increase Amount, if less), (F)\u00a0the proceeds of any such Incremental Term Facility will be used for the purposes set forth in Section 3.11, (G)\u00a0the Borrower shall execute a promissory note in favor of any new Lender or any existing Lender, in each case, if requested by such Lender, (H)\u00a0the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (I) the Incremental Term Facility shall have a maturity date no earlier than the Maturity Date, and shall have a weighted average life to maturity no shorter than the Term Loans referenced under Section 2.2, and mandatory prepayment provisions no more favorable to the new Lenders than the prepayment provisions applicable to the Term Loan Facility, (J)\u00a0the Administrative Agent shall have received (1)\u00a0upon request of the Administrative Agent, an opinion or opinions of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and substantially similar to the opinion delivered to the Administrative Agent on the Closing Date, (2)\u00a0any authorizing corporate documents as the Administrative Agent may reasonably request and (3)\u00a0if applicable, a duly executed Notice of Borrowing and (K) the Administrative Agent shall have received from the Borrower an updated Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, both immediately prior to and after giving effect to any such Incremental Term Facilities on the closing date for such Incremental Term Facilities on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 based on the financial statements most recently delivered pursuant to Section 5.1(a) or 5.1(b).", "references": ["Brokers", "Interests", "Entire Agreements", "Vacations", "Anti-Corruption Laws", "Integration", "Forfeitures", "Waiver Of Jury Trials", "Assigns", "Definitions", "Organizations", "Employment", "Publicity", "Erisa", "Indemnity", "Arbitration", "Costs", "Specific Performance", "Records", "Remedies", "Consent To Jurisdiction", "Litigations", "Terminations", "Modifications", "Sanctions", "Duties", "General", "Insurances", "Authority", "Sales", "Terms"], "gold": ["Terms"]}
+{"input": "Subject to earlier termination pursuant to Section \u00a010.1 (a) this Agreement shall commence at the Effective Time and shall remain in effect until the 10 th anniversary of the Effective Time (the \u201c Initial Term \u201d), (b) Provider shall have the option, exercisable by the delivery of written Notice to Customer on or before the date that is three Years prior to the expiration of the Initial Term, to renew this Agreement for one additional ten Year period (such second ten Year period, the \u201c Secondary Term \u201d), and (c)\u00a0thereafter, this Agreement shall automatically renew for successive Yearly periods unless terminated by either Party through the delivery of written Notice to the other Party on or before the date that is 180 Days prior to the end of the Secondary Term or the then-current Yearly term, as applicable (the Initial Term, the Secondary Term and any subsequent Yearly renewal periods, collectively, the \u201c Term \u201d). Should Provider elect to renew this Agreement for the Secondary Term pursuant to this Section \u00a02.2 , then, upon the beginning of the Secondary Term (and thereafter during the Term of this Agreement), the provisions of Section \u00a07.1(j) and Exhibit G-4 shall be applicable hereunder. For the avoidance of doubt, during the Initial Term the provisions of Section \u00a07.1(j) and Exhibit \u00a0G-4 shall not be applicable hereunder.", "references": ["Counterparts", "Miscellaneous", "Sales", "Use Of Proceeds", "Assigns", "Submission To Jurisdiction", "Amendments", "Records", "Expenses", "Approvals", "No Defaults", "Effective Dates", "Payments", "Litigations", "Interpretations", "Severability", "No Waivers", "Defined Terms", "Titles", "Entire Agreements", "Books", "Base Salary", "Cooperation", "Disability", "Warranties", "Remedies", "Brokers", "Powers", "Taxes", "Consent To Jurisdiction", "Terms"], "gold": ["Terms"]}
+{"input": "As of the Closing Date, Parent and the Borrower does not have any Subsidiaries except as set forth on Schedule\u00a05.17 hereto and, as of the Closing Date, all of the outstanding Capital Stock in such Subsidiaries has been validly issued, fully paid and nonassessable and are owned by Parent, the Borrower or a Subsidiary of the Borrower in the amounts specified on Schedule\u00a05.17 free and clear of all Liens (other than Permitted Equity Liens and Liens in favor the Administrative Agent granted under the Security Documents).", "references": ["Taxes", "Enforceability", "Assignments", "Disclosures", "Liens", "Venues", "Remedies", "Modifications", "Expenses", "Defined Terms", "Forfeitures", "No Defaults", "Payments", "Erisa", "Arbitration", "Authorizations", "Capitalization", "Construction", "Assigns", "Cooperation", "Applicable Laws", "Participations", "Disability", "Base Salary", "Records", "Survival", "Waiver Of Jury Trials", "Definitions", "Vesting", "Effective Dates", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Executive and his family shall be entitled to participate in employee benefits on a basis comparable to other senior executives, including any insurance, group medical, disability, or other executive benefit plans of the Company. Executive\u2019s paid vacation shall be in accordance with Company policy for senior executives and in no event shall be less than three weeks.", "references": ["Duties", "Effective Dates", "Indemnity", "Successors", "Authorizations", "Organizations", "Interpretations", "Amendments", "Warranties", "Non-Disparagement", "Disclosures", "Anti-Corruption Laws", "Assigns", "Insurances", "Notices", "Fees", "Miscellaneous", "No Waivers", "Tax Withholdings", "Enforcements", "Adjustments", "Jurisdictions", "Venues", "No Conflicts", "Taxes", "Participations", "Closings", "Representations", "Confidentiality", "Binding Effects", "Benefits"], "gold": ["Benefits"]}
+{"input": "In case any provision in this Amendment shall be invalid, illegal, or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.", "references": ["Qualifications", "Governing Laws", "Transactions With Affiliates", "Interpretations", "Withholdings", "Records", "Titles", "Vacations", "Expenses", "Waiver Of Jury Trials", "Taxes", "Non-Disparagement", "Fees", "Authorizations", "Insurances", "Books", "Effectiveness", "Tax Withholdings", "Powers", "Benefits", "Intellectual Property", "No Conflicts", "Agreements", "Definitions", "Assignments", "Erisa", "Litigations", "Brokers", "Publicity", "Counterparts", "Severability"], "gold": ["Severability"]}
+{"input": "The Borrower shall have the right, upon not less than three Business Days\u2019 notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Outstanding Revolving Credits would exceed the Total Revolving Commitments.\u00a0 Any such reduction shall be in an amount equal to an integral multiple of $1,000,000 and not less than $5,000,000 and shall reduce permanently the Revolving Commitments then in effect.", "references": ["Books", "Binding Effects", "Death", "Further Assurances", "Brokers", "Notices", "Counterparts", "Interests", "Governing Laws", "Submission To Jurisdiction", "Litigations", "No Conflicts", "General", "Capitalization", "Headings", "Anti-Corruption Laws", "Remedies", "Effectiveness", "Subsidiaries", "Defined Terms", "Records", "Effective Dates", "Existence", "Base Salary", "Venues", "Indemnifications", "No Waivers", "Participations", "Entire Agreements", "Specific Performance", "Terminations"], "gold": ["Terminations"]}
+{"input": "THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE PROVISIONS OF THIS AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.", "references": ["Costs", "Enforcements", "Tax Withholdings", "Terminations", "Brokers", "Disclosures", "Indemnity", "Existence", "Compliance With Laws", "Closings", "Disability", "Participations", "Qualifications", "Subsidiaries", "Transactions With Affiliates", "Non-Disparagement", "Interpretations", "Solvency", "Confidentiality", "Death", "Sales", "Authority", "Sanctions", "Successors", "Agreements", "Defined Terms", "Titles", "Financial Statements", "Cooperation", "Approvals", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any claim, dispute or controversy arising out of this agreement, the interpretation, validity or enforcement of this Agreement or the alleged breach thereof shall be submitted by the parties to final, binding and confidential arbitration by the American Arbitration Association (\u201cAAA\u201d), in San Francisco, California, conducted before a single arbitrator under the then-applicable AAA rules. By agreeing to this arbitration procedure, you and the Company waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a)\u00a0have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (b)\u00a0issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator\u2019s essential findings and conclusions on which the award is based. The Company shall pay all AAA arbitration fees, except the amount of such fees equivalent to the filing fee you would have paid if the claim had been litigated in court. Nothing in this offer letter is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration, including but not limited to any disputes or claims relating to or arising out of the misuse or appropriation of the Company\u2019s trade secrets or confidential and proprietary information. Judgment may be entered on the award of the arbitration in any court having jurisdiction.", "references": ["Compliance With Laws", "Authority", "Jurisdictions", "Duties", "Taxes", "Enforceability", "Records", "Effective Dates", "Assigns", "Notices", "Closings", "Survival", "Participations", "Enforcements", "Vacations", "Integration", "No Waivers", "Entire Agreements", "Consents", "Liens", "Authorizations", "Financial Statements", "Existence", "Submission To Jurisdiction", "Powers", "Titles", "Indemnity", "Benefits", "Terminations", "Publicity", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Grantor has good and marketable title to the Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for the security interest created by this Agreement and the security interests and other encumbrances expressly permitted by the other Loan Documents.\u00a0\u00a0No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Collateral.\u00a0\u00a0Grantor has not executed any other security agreement currently affecting the Collateral and no financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office except as may have been executed or filed in favor of Secured Party.", "references": ["Assignments", "Governing Laws", "Change In Control", "Non-Disparagement", "Remedies", "Intellectual Property", "Base Salary", "General", "Publicity", "Specific Performance", "Venues", "Subsidiaries", "Severability", "Arbitration", "Duties", "Anti-Corruption Laws", "Representations", "Indemnifications", "Cooperation", "Sanctions", "Disability", "Survival", "Consents", "Compliance With Laws", "Enforceability", "Records", "Terms", "Vacations", "Submission To Jurisdiction", "Benefits", "Liens"], "gold": ["Liens"]}
+{"input": "Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default hereunder referring to this Agreement describing such Default and stating that such notice is a \u201cnotice of default.\u201d In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Lender. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.", "references": ["Interests", "Disclosures", "Authority", "Books", "Qualifications", "Indemnifications", "Enforcements", "Warranties", "Terminations", "Intellectual Property", "Headings", "Successors", "Severability", "Financial Statements", "Assigns", "Withholdings", "Litigations", "Waiver Of Jury Trials", "Effectiveness", "General", "Cooperation", "Modifications", "Agreements", "Tax Withholdings", "Applicable Laws", "Counterparts", "Construction", "Indemnity", "Use Of Proceeds", "Closings", "Notices"], "gold": ["Notices"]}
+{"input": "Neither this Agreement nor any rights or obligations hereunder may be assigned except by the Company to a business entity which is a successor to the Company by merger, stock exchange, consolidation, acquisition of all or substantially all of the Company\u2019s assets or other reorganization, or to an entity which results from a purchase or sale or other transfer or transaction involving third parties, or except to an entity owned or controlled by the principals of the Company. This Agreement (and all rights and benefits hereunder) is for Executive\u2019s personal services and is, therefore, not assignable by Executive.", "references": ["Consent To Jurisdiction", "Warranties", "Liens", "Books", "Amendments", "Positions", "Adjustments", "Anti-Corruption Laws", "Remedies", "Subsidiaries", "Brokers", "Taxes", "Fees", "Powers", "Miscellaneous", "Terms", "General", "Specific Performance", "Death", "Insurances", "Base Salary", "No Defaults", "Records", "No Waivers", "Participations", "Intellectual Property", "Authority", "Litigations", "Benefits", "Survival", "Assignments"], "gold": ["Assignments"]}
+{"input": "Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal place of business, attention: President, and, if to Grantee, to the address as appearing on the records of the Company. Such communication or notice shall be deemed given if and when (a) properly addressed and posted by registered or certified mail, postage prepaid, or (b) delivered by hand.", "references": ["Indemnity", "Organizations", "Disclosures", "Existence", "Withholdings", "Forfeitures", "Enforceability", "Applicable Laws", "Titles", "General", "Closings", "Defined Terms", "Construction", "Waiver Of Jury Trials", "Arbitration", "Venues", "Enforcements", "Solvency", "Modifications", "Assigns", "Consent To Jurisdiction", "Governing Laws", "Headings", "Authority", "Litigations", "Remedies", "Adjustments", "Effective Dates", "Benefits", "Use Of Proceeds", "Notices"], "gold": ["Notices"]}
+{"input": "Borrower has good and marketable title to, or valid leasehold interests in, all of the Collateral, free and clear of all Liens or rights of others, except for Permitted Liens. Borrower has rights in and the power to transfer the Collateral.", "references": ["Modifications", "Adjustments", "Definitions", "Records", "Arbitration", "Indemnity", "Terminations", "Authority", "Specific Performance", "Counterparts", "Taxes", "Use Of Proceeds", "Entire Agreements", "Organizations", "Litigations", "Miscellaneous", "Duties", "Waiver Of Jury Trials", "Employment", "Enforcements", "Defined Terms", "Publicity", "Integration", "Anti-Corruption Laws", "Change In Control", "Costs", "Insurances", "Compliance With Laws", "Closings", "Assigns", "Liens"], "gold": ["Liens"]}
+{"input": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRUSTOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS DEED OF TRUST OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF BENEFICIARY IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF.", "references": ["Further Assurances", "Applicable Laws", "Death", "Jurisdictions", "Definitions", "Benefits", "Publicity", "Insurances", "Warranties", "Titles", "Organizations", "Capitalization", "Indemnity", "Sales", "Enforceability", "Entire Agreements", "No Conflicts", "Existence", "Intellectual Property", "Forfeitures", "Disclosures", "Duties", "Brokers", "Terms", "Consents", "Expenses", "Agreements", "Payments", "Miscellaneous", "Headings", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "During the term of this Agreement, Parent shall facilitate the nomination and election of the Investor Nominees by, among other things, including such individuals on any proxy statement soliciting votes for the election of directors of Parent. In addition to the foregoing, Parent shall take such other actions as necessary, advisable or reasonably requested by Majority Stockholder or RS Group to give effect to this Agreement, including this Section 2.3 and the designation and election of directors pursuant to Section 2.2 .", "references": ["Benefits", "Brokers", "Counterparts", "Successors", "Forfeitures", "Intellectual Property", "Miscellaneous", "Binding Effects", "Adjustments", "Withholdings", "Solvency", "Headings", "Representations", "Anti-Corruption Laws", "Warranties", "Confidentiality", "Modifications", "Tax Withholdings", "Litigations", "Participations", "Enforceability", "Vesting", "Specific Performance", "Entire Agreements", "Waiver Of Jury Trials", "Venues", "Use Of Proceeds", "Effective Dates", "Titles", "General", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The Plan and all rights under it shall be governed by and construed according to the laws of the State of Illinois.", "references": ["No Defaults", "Fees", "Subsidiaries", "Notices", "Qualifications", "Payments", "Disclosures", "Titles", "Enforcements", "Warranties", "Transactions With Affiliates", "Liens", "Confidentiality", "Vesting", "Books", "Further Assurances", "Headings", "Records", "Construction", "Withholdings", "Consents", "Compliance With Laws", "Capitalization", "Remedies", "Arbitration", "Duties", "Venues", "Non-Disparagement", "Indemnity", "No Waivers", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales,\u00a0of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.\u00a0 Other than to other Persons party to this Agreement or to such Purchaser's representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.", "references": ["Non-Disparagement", "Integration", "Construction", "Further Assurances", "Vacations", "Compliance With Laws", "Assignments", "Enforcements", "Death", "Employment", "Consent To Jurisdiction", "Payments", "Definitions", "Indemnity", "Intellectual Property", "Agreements", "Change In Control", "Arbitration", "Organizations", "Disclosures", "Brokers", "Solvency", "Benefits", "Specific Performance", "Amendments", "Qualifications", "Books", "Tax Withholdings", "Binding Effects", "Headings", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise or vesting of an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations, including, but not limited to, by surrender of the whole number of Shares covered by the Award sufficient to satisfy the amount required to be withheld (provided the amount withheld does not exceed the maximum statutory tax rate for an employee in the applicable jurisdiction(s) or such lesser amount as is necessary to avoid adverse accounting treatment) reduced to the lowest whole number of Shares if such number of Shares withheld would result in withholding a fractional Share with any remaining tax withholding settled in cash.", "references": ["Indemnifications", "Publicity", "Costs", "Remedies", "Organizations", "Capitalization", "Vesting", "Effective Dates", "Construction", "Insurances", "Death", "Waivers", "Intellectual Property", "Confidentiality", "Disclosures", "Counterparts", "Terminations", "Positions", "Expenses", "Erisa", "Interpretations", "Warranties", "No Defaults", "Successors", "Notices", "Venues", "Headings", "Indemnity", "Defined Terms", "Transactions With Affiliates", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement supersedes all prior agreements, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled (other than the Non-disclosure and Assignment of Inventions Agreement dated March 29, 2016 by and between Employee and the Company).", "references": ["Assignments", "Integration", "Amendments", "Arbitration", "Waivers", "Binding Effects", "Effectiveness", "Payments", "Intellectual Property", "Erisa", "Miscellaneous", "Waiver Of Jury Trials", "Qualifications", "Vesting", "Brokers", "Indemnity", "Submission To Jurisdiction", "Compliance With Laws", "Benefits", "Solvency", "Counterparts", "Sales", "Construction", "Organizations", "Anti-Corruption Laws", "Vacations", "Consent To Jurisdiction", "Capitalization", "Terms", "Powers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11 ).", "references": ["Fees", "Governing Laws", "Indemnity", "Books", "Participations", "Positions", "Waiver Of Jury Trials", "Enforceability", "Intellectual Property", "Applicable Laws", "Construction", "Further Assurances", "Counterparts", "Financial Statements", "Litigations", "Survival", "Severability", "Integration", "No Waivers", "Consent To Jurisdiction", "Specific Performance", "Waivers", "Jurisdictions", "Authorizations", "Miscellaneous", "Agreements", "Disclosures", "Compliance With Laws", "Warranties", "Taxes", "Notices"], "gold": ["Notices"]}
+{"input": "Schedule 8.12 lists each Subsidiary of the Borrower (and the direct and indirect ownership interest of the Borrower therein), in each case existing on the Closing Date (after giving effect to the Transactions). Each Guarantor, Material Subsidiary and Unrestricted Subsidiary as of the Closing Date has been so designated on Schedule 8.12 .", "references": ["Vacations", "Jurisdictions", "Records", "Sanctions", "Intellectual Property", "Representations", "Tax Withholdings", "Disclosures", "Construction", "Successors", "Interpretations", "Capitalization", "Authority", "Powers", "Assigns", "No Conflicts", "Modifications", "Severability", "Existence", "Costs", "Benefits", "Closings", "Releases", "Death", "Arbitration", "Effectiveness", "Adjustments", "Positions", "Duties", "Financial Statements", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall only be commenced in the state and federal courts sitting in New York, New York (the \u201cNew York Courts\u201d). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable Law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.", "references": ["Severability", "Definitions", "Liens", "Agreements", "Anti-Corruption Laws", "Existence", "Insurances", "Successors", "Modifications", "Consent To Jurisdiction", "Authorizations", "Counterparts", "Miscellaneous", "Transactions With Affiliates", "Erisa", "Releases", "Payments", "Arbitration", "Forfeitures", "Interpretations", "Closings", "Intellectual Property", "Enforceability", "Binding Effects", "Remedies", "Base Salary", "Death", "Publicity", "Integration", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Guarantor acknowledges that this Guaranty is an \u201cinstrument for the payment of money only,\u201d within the meaning of New York Civil Practice Law and Rules Section 3213. In the event of any Proceeding between Seller or Guarantor and Buyer, including any Proceeding in which Buyer enforces or attempts to enforce this Guaranty or the Transactions against Seller or Guarantor, or in the event of any Guarantor Litigation, Guarantor shall reimburse Buyer for all Costs of such Proceeding.", "references": ["Capitalization", "Expenses", "Publicity", "Change In Control", "Liens", "Applicable Laws", "Benefits", "Further Assurances", "Payments", "Authorizations", "Employment", "Solvency", "Authority", "Jurisdictions", "Terminations", "Arbitration", "Duties", "Participations", "Closings", "Submission To Jurisdiction", "Successors", "Positions", "Indemnifications", "Effectiveness", "Vesting", "Definitions", "Releases", "Amendments", "Tax Withholdings", "Transactions With Affiliates", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Seller shall, immediately upon Seller\u2019s obtaining knowledge thereof, provide Purchaser with a written notice (i) of any event which has or has the potential to have a material adverse effect on the Real Property, or (ii) of any written notice concerning the Real Property received by Seller from any governmental or quasi-governmental authority or from any insurance company of a violation of Legal Requirements, or (iii) of any service of legal process relating to the Property or which affects Seller\u2019s ability to perform its obligations under this Agreement.", "references": ["Adjustments", "Solvency", "No Waivers", "No Conflicts", "Taxes", "Representations", "General", "Applicable Laws", "Further Assurances", "Jurisdictions", "Payments", "Financial Statements", "Books", "Definitions", "Headings", "Waivers", "Miscellaneous", "Employment", "Defined Terms", "Qualifications", "Use Of Proceeds", "Warranties", "Remedies", "Terminations", "Terms", "Effectiveness", "Anti-Corruption Laws", "Authorizations", "Positions", "Binding Effects", "Notices"], "gold": ["Notices"]}
+{"input": "Without limitation of any other rights and remedies of any Party under this Agreement, the Parties agree that (i)\u00a0Landlord shall have the right of specific performance to compel Lease Guarantor or its Affiliates, as applicable, to comply with this Article XXI , (ii)\u00a0Lease Guarantor, Manager and Landlord shall have the right of specific performance to compel Tenant (or its successors and assigns) to comply with this Article XXI , and (iii)\u00a0if Tenant (or its successors and assigns) does not cooperate with the foregoing, Lease Guarantor and Manager shall have the right to take such steps as they determine to be necessary to effect the Replacement Structure or as they shall determine to be comparable to such actions, including determining the ownership and identity of the Replacement Tenant (and including such other actions as may be necessary in order to implement Section \u00a021.2 hereof, as applicable), without regard to the interests of Tenant or its successors and assigns.", "references": ["Powers", "Withholdings", "Sales", "Base Salary", "Venues", "Counterparts", "Representations", "Costs", "Publicity", "Expenses", "Amendments", "Headings", "Anti-Corruption Laws", "Binding Effects", "Financial Statements", "Notices", "Authority", "Cooperation", "Consent To Jurisdiction", "Insurances", "Further Assurances", "Definitions", "Employment", "Transactions With Affiliates", "Existence", "Governing Laws", "Intellectual Property", "Interests", "Positions", "Solvency", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Borrowers agree to pay to the Agent on demand all reasonable and documented costs, fees and expenses (including without limitation reasonable attorneys' fees and legal expenses) incurred or accrued by the Agent in connection with the negotiation, preparation, execution, delivery, filing, recording and administration of this Agreement, the Security Instruments and the other Loan Documents, or any waiver, consent or modification thereto or thereof, or any enforcement thereof. Borrowers further agree that all such fees and expenses shall be paid regardless of whether or not the transactions provided for in this Agreement are eventually closed and regardless of whether or not any or all sums evidenced by the Revolver Notes are advanced to Borrowers by the Lender. Upon Borrowers' failure to pay all such costs and expenses within ten (10) days of the Lender's submission of invoices therefore, the Agent shall pay such costs and expenses by debit to the general account of Borrowers without further notice to Borrowers.", "references": ["Defined Terms", "Taxes", "Positions", "Indemnifications", "Adjustments", "Consents", "Insurances", "Terms", "Closings", "Submission To Jurisdiction", "Venues", "Publicity", "Waivers", "Employment", "Authority", "Consent To Jurisdiction", "Erisa", "Vacations", "Agreements", "Arbitration", "Disclosures", "Base Salary", "Organizations", "Severability", "Assigns", "Death", "Books", "Compliance With Laws", "Qualifications", "No Waivers", "Costs"], "gold": ["Costs"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation in accordance with the provisions of the immediately following subsection (d)\u00a0or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection (f) (and, subject to the last sentence of the immediately following subsection (b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection (d)\u00a0and, to the extent expressly set forth herein, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Binding Effects", "Brokers", "No Conflicts", "Arbitration", "Vesting", "Books", "Change In Control", "Jurisdictions", "General", "Financial Statements", "Withholdings", "Consents", "Capitalization", "Waiver Of Jury Trials", "Base Salary", "No Defaults", "Benefits", "Existence", "Interests", "Governing Laws", "Disclosures", "Indemnifications", "Amendments", "Specific Performance", "Employment", "Miscellaneous", "Headings", "Expenses", "Fees", "Sanctions", "Successors"], "gold": ["Successors"]}
+{"input": "The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to the terms of this Certificate of Designations, including in reasonable detail a description of such action and the reason therefor. Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing and shall be given in accordance with Section 5.4 of the Purchase Agreement. Without limiting the generality of the foregoing, the Company shall give written notice to each Holder (i) promptly following any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to all holders of shares of Common Stock as a class or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided, in each case, that such information shall be made known to the public prior to, or simultaneously with, such notice being provided to any Holder.", "references": ["Vacations", "Submission To Jurisdiction", "Survival", "Disability", "Qualifications", "No Conflicts", "Warranties", "Headings", "Erisa", "Waiver Of Jury Trials", "Amendments", "Intellectual Property", "Authority", "Definitions", "Subsidiaries", "Enforceability", "Waivers", "Records", "Governing Laws", "Defined Terms", "Indemnifications", "Fees", "Titles", "Cooperation", "Further Assurances", "Positions", "Consents", "Interpretations", "No Waivers", "Binding Effects", "Notices"], "gold": ["Notices"]}
+{"input": "Terms defined in the Note Purchase Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein.", "references": ["Enforcements", "Approvals", "Waivers", "Cooperation", "Specific Performance", "No Waivers", "Withholdings", "Integration", "No Defaults", "Death", "Sales", "Indemnity", "Costs", "Taxes", "Capitalization", "Terminations", "Indemnifications", "Remedies", "Books", "Organizations", "Warranties", "Employment", "General", "Headings", "Duties", "Waiver Of Jury Trials", "Vesting", "Financial Statements", "Interpretations", "Agreements", "Definitions"], "gold": ["Definitions"]}
+{"input": "Receipt by the Administrative Agent, the Lead Arrangers and the Lenders of all fees and expenses, if any, then owing pursuant to the Engagement Letter, the Fee Letter or any other Credit Document.", "references": ["No Conflicts", "Counterparts", "Tax Withholdings", "Indemnifications", "Death", "Terms", "Construction", "Successors", "Remedies", "Qualifications", "Assigns", "Records", "Authorizations", "Payments", "Financial Statements", "Adjustments", "Withholdings", "Arbitration", "Consent To Jurisdiction", "Consents", "Vesting", "Indemnity", "Benefits", "Cooperation", "Notices", "Defined Terms", "Releases", "Employment", "Submission To Jurisdiction", "Insurances", "Fees"], "gold": ["Fees"]}
+{"input": "The headings in this Agreement are for purposes of convenience only and are not intended to define or limit the construction of the terms and conditions of this Agreement.", "references": ["Successors", "Vacations", "Vesting", "Records", "Subsidiaries", "Applicable Laws", "Further Assurances", "No Waivers", "Change In Control", "Qualifications", "Releases", "Severability", "Binding Effects", "Withholdings", "Modifications", "Interpretations", "Death", "Counterparts", "Submission To Jurisdiction", "Indemnity", "Defined Terms", "Organizations", "Disability", "Jurisdictions", "Assigns", "Base Salary", "Costs", "Employment", "Confidentiality", "Sanctions", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement shall automatically terminate without further action upon the earliest to occur of (a)\u00a0the Charter Closing (provided the provisions in Section\u00a01 hereof shall automatically terminate upon the Parent Unitholder Consent being obtained), (b)\u00a0the termination of the Merger Agreement in accordance with its terms and (c)\u00a0the written agreement of BAM and the Company, upon recommendation of the Special Committee, to terminate this Agreement (the \u201c Expiration Date \u201d).", "references": ["Fees", "Indemnity", "Authority", "Notices", "Cooperation", "Enforceability", "Transactions With Affiliates", "Expenses", "Miscellaneous", "Intellectual Property", "Litigations", "Death", "Taxes", "No Defaults", "Authorizations", "Insurances", "Non-Disparagement", "Applicable Laws", "Modifications", "Interests", "Books", "Integration", "Change In Control", "Anti-Corruption Laws", "Benefits", "Headings", "Sanctions", "Disability", "Capitalization", "Closings", "Terminations"], "gold": ["Terminations"]}
+{"input": "The representations and warranties of EnCap contained herein shall not survive the Termination Date.", "references": ["Positions", "Existence", "No Defaults", "Capitalization", "Specific Performance", "Taxes", "Authorizations", "Use Of Proceeds", "Transactions With Affiliates", "Terminations", "Sanctions", "Effectiveness", "Authority", "Amendments", "Base Salary", "Definitions", "Adjustments", "Costs", "Non-Disparagement", "Remedies", "Subsidiaries", "Effective Dates", "Duties", "Waiver Of Jury Trials", "Disability", "Integration", "Financial Statements", "Powers", "Severability", "Construction", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Executive shall report to the Company\u2019s Board of Directors (the \u201c Board \u201d). The Executive agrees to perform to the best of his ability, experience and talent those acts and duties, consistent with the position of CEO as the Board shall from time to time direct. During the Term, the Executive also shall serve in such other executive-level positions or capacities as may, from time to time, be reasonably requested by the Board including, without limitation (subject to election, appointment, re-election or re-appointment, as applicable) as (a) a member of the Board and/or as a member of the board of directors or similar governing body of any of the Company\u2019s subsidiaries or other Affiliates (as defined below), (b) an officer of any of the Company\u2019s subsidiaries or other Affiliates, and/or (c) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used in this Agreement, \u201c Affiliate \u201d of any individual or entity means any other individual or entity that directly or individual controls, is controlled by, or is under common control with, the individual or entity. For avoidance of doubt, any election of the Executive as a member of the Board is independent from the employment of the Executive under this Agreement and subject to normal procedures, bylaws and agreements regulating the election and/or removal of the members of the Board; provided, however, that, as set forth above, such service shall be for no additional compensation.", "references": ["Subsidiaries", "Binding Effects", "Assignments", "Non-Disparagement", "No Conflicts", "No Defaults", "Qualifications", "Warranties", "Insurances", "Confidentiality", "Notices", "Fees", "Consent To Jurisdiction", "Participations", "Terms", "Existence", "Litigations", "Adjustments", "Transactions With Affiliates", "Closings", "Survival", "Consents", "Change In Control", "Taxes", "Assigns", "Venues", "No Waivers", "Withholdings", "Anti-Corruption Laws", "Modifications", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement shall be governed by the laws of the State of New York, excluding choice of law principles that would require the application of the laws of a jurisdiction other than the State of New York.", "references": ["Enforceability", "Remedies", "Effectiveness", "Use Of Proceeds", "Defined Terms", "Interests", "Authorizations", "Terminations", "Costs", "Litigations", "Compliance With Laws", "Waivers", "No Waivers", "Venues", "Construction", "Confidentiality", "Participations", "Insurances", "Expenses", "Books", "Capitalization", "Disclosures", "Tax Withholdings", "Fees", "Powers", "Liens", "Transactions With Affiliates", "Integration", "Effective Dates", "Titles", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each of the Board and the Committee shall have the right and power at any time, and from time to time, subject to thirty (30) days advance written notice to all adversely affected Covered Executives (which written notice may be satisfied by any public filing of such plan amendment or termination), to amend or terminate this Plan, in whole or in part; provided, that no such amendment or termination shall adversely affect in any material respect the rights of any Covered Executive to whom severance benefits under this Plan became payable prior to the date of such amendment or termination.", "references": ["Litigations", "Fees", "Amendments", "Waivers", "Consent To Jurisdiction", "Successors", "Definitions", "Participations", "Interests", "Authorizations", "Cooperation", "Remedies", "Subsidiaries", "Terms", "Survival", "Assigns", "Benefits", "Financial Statements", "Enforcements", "Venues", "Effectiveness", "Modifications", "Construction", "Capitalization", "Powers", "Non-Disparagement", "Intellectual Property", "Governing Laws", "Employment", "Approvals", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 6.10) arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a \u201c Dispute \u201d) shall be governed by this this Section 6.10. A party must, in the first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) Business Days of the notice of such Dispute being received by such other parties subject to such Dispute (the \u201c Resolution Period \u201d); provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures of the Commercial Arbitration Rules of the AAA. Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the then-existing Expedited Procedures of the Commercial Arbitration Rules of the AAA and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements and registration rights agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the state of New York. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or to refrain from doing, anything consistent with this Agreement, the Business Combination Agreement and other Ancillary Documents and applicable law, including to perform its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals. The arbitrator\u2019s award shall be in writing and shall include a reasonable explanation of the arbitrator's reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English.", "references": ["Assignments", "Authority", "Governing Laws", "Publicity", "Representations", "Expenses", "No Defaults", "Solvency", "Indemnity", "Base Salary", "Releases", "Notices", "Cooperation", "Effective Dates", "Waivers", "Terms", "No Conflicts", "Construction", "Anti-Corruption Laws", "Disclosures", "Organizations", "No Waivers", "Duties", "Defined Terms", "Sales", "Existence", "Fees", "Headings", "Waiver Of Jury Trials", "Participations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Parent has, and has caused all of its Significant Domestic Subsidiaries to have, insurance policies sufficient for compliance by each of them with all applicable requirements of law and of all agreements to which Parent or such Significant Domestic Subsidiary is a party, except where non-compliance therewith would not reasonably be expected to result in a Material Adverse Effect; such policies are valid, outstanding and enforceable policies and provide insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against by companies engaged in the same or similar businesses operating in the same or similar locations. The Administrative Agent has been named as an additional insured in respect of such liability insurance policies, and the Administrative Agent has been named as lender loss payee with respect to such property loss insurance policies. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, any property loss insurance proceeds received by the Administrative Agent in its capacity as \u201clender loss payee\u201d under the property loss insurance policies of any Group Member shall be remitted to the Borrower or the other applicable Group Member.", "references": ["Specific Performance", "Applicable Laws", "Submission To Jurisdiction", "Warranties", "Notices", "Tax Withholdings", "Venues", "Compliance With Laws", "Positions", "Costs", "Counterparts", "No Conflicts", "Withholdings", "Authorizations", "Indemnifications", "Sales", "Disclosures", "Waivers", "Representations", "Change In Control", "Litigations", "Defined Terms", "No Defaults", "Forfeitures", "Construction", "Closings", "Taxes", "Fees", "Approvals", "Existence", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Control Agreement shall terminate automatically upon receipt by the Issuer of written notice executed by the Collateral Agent that (i) the Payment in Full of the Obligations has occurred, (ii)\u00a0all of the Collateral has been released or (iii) the Pledged Securities cease to be Uncertificated Securities, whichever is sooner, and the Issuer shall thereafter be relieved of all duties and obligations hereunder.", "references": ["Counterparts", "Qualifications", "Effectiveness", "Miscellaneous", "Entire Agreements", "Solvency", "Releases", "Withholdings", "Defined Terms", "Cooperation", "Participations", "Governing Laws", "Use Of Proceeds", "Authorizations", "Erisa", "Indemnifications", "Tax Withholdings", "Assigns", "Publicity", "No Waivers", "Powers", "Transactions With Affiliates", "Applicable Laws", "Costs", "Insurances", "Liens", "Employment", "Indemnity", "Binding Effects", "Definitions", "Terminations"], "gold": ["Terminations"]}
+{"input": "CAPC does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other entity.", "references": ["Anti-Corruption Laws", "Insurances", "Expenses", "Modifications", "Warranties", "Base Salary", "Liens", "Interpretations", "Construction", "Death", "No Defaults", "Organizations", "Counterparts", "Indemnity", "Indemnifications", "Vacations", "Use Of Proceeds", "Forfeitures", "Miscellaneous", "Vesting", "Approvals", "Costs", "Assignments", "Survival", "Employment", "Existence", "Duties", "Interests", "Positions", "Non-Disparagement", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.", "references": ["Terminations", "Interpretations", "Intellectual Property", "Miscellaneous", "Waivers", "Authorizations", "Interests", "Disability", "Effective Dates", "Assigns", "Successors", "Severability", "Anti-Corruption Laws", "Records", "Applicable Laws", "Binding Effects", "Enforcements", "Terms", "Agreements", "Approvals", "Change In Control", "Venues", "Assignments", "Modifications", "Benefits", "Specific Performance", "Indemnifications", "Submission To Jurisdiction", "Cooperation", "Employment", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "For the term of your employment (your \u201c Employment \u201d), the Company agrees to employ you as its most senior executive officer in the position of the sole Chief Executive Officer (\u201c CEO \u201d). You will report solely to the Company\u2019s Board of Directors (the \u201c Board \u201d) and you will be working out of the Company\u2019s office in San Mateo, CA. You shall be appointed or elected by the Board (consistent with the Company\u2019s bylaws) to serve as a member of the Board and this service on the Board shall commence as of your Start Date.\u00a0\u00a0Subject to your subsequent re-election by the stockholders of the Company, you will thereafter also serve on the Board during your Employment. You will be responsible for developing and executing the Company\u2019s strategies, achieving business objectives, increasing the Company\u2019s stockholder value, presiding over the entire workforce, and other duties commensurate with your position. Your duties and responsibilities always will be at least commensurate with those duties and responsibilities normally associated with and appropriate for someone in the position of CEO.\u00a0\u00a0Without limiting the foregoing but subject to (i) the oversight of the Board, (ii) all applicable law, including without limitation Delaware corporate law, and (iii) the Company\u2019s corporate governance documents, including without limitation Board committee charters, you will have authority, responsibility and accountability for all Company business and operations including without limitation having authority over all hiring and termination of employment decisions.", "references": ["Indemnifications", "Intellectual Property", "Arbitration", "Confidentiality", "Agreements", "Base Salary", "Consents", "Warranties", "Capitalization", "Transactions With Affiliates", "Qualifications", "Sales", "Interests", "Litigations", "Modifications", "Employment", "Representations", "Forfeitures", "Liens", "Organizations", "Titles", "Entire Agreements", "Subsidiaries", "Taxes", "Consent To Jurisdiction", "Powers", "Enforceability", "Approvals", "Benefits", "Terms", "Positions"], "gold": ["Positions"]}
+{"input": "Each of the Senior Holders executing this Amendment hereby consents to the terms of the amendments to the Prior Senior Notes and Security Agreement contained in this Amendment.", "references": ["Solvency", "Integration", "Titles", "Costs", "Publicity", "Waivers", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Approvals", "Erisa", "Authority", "Venues", "Sanctions", "Effectiveness", "Definitions", "Miscellaneous", "No Conflicts", "Withholdings", "Liens", "Effective Dates", "Disclosures", "Cooperation", "Capitalization", "Enforcements", "Specific Performance", "Indemnity", "Entire Agreements", "Governing Laws", "Compliance With Laws", "Litigations", "Consents"], "gold": ["Consents"]}
+{"input": "Unless earlier terminated pursuant to Sections 9.2, the term of this Agreement shall be for the period of time beginning on the Effective Date and ending on the expiration date of the longest-lived Licensed Intellectual Property (the \u201c Term \u201d) .", "references": ["Qualifications", "Consent To Jurisdiction", "Subsidiaries", "Waiver Of Jury Trials", "No Conflicts", "Change In Control", "Death", "Authority", "Non-Disparagement", "Binding Effects", "Governing Laws", "Confidentiality", "Financial Statements", "Taxes", "Waivers", "Modifications", "Interests", "Successors", "Existence", "Assigns", "Terminations", "Applicable Laws", "Notices", "Closings", "Agreements", "Forfeitures", "Brokers", "Miscellaneous", "Specific Performance", "Adjustments", "Terms"], "gold": ["Terms"]}
+{"input": "The Company hereby agrees to employ Executive and Executive accepts such employment, upon the terms and conditions stated herein.\u00a0 Executive acknowledges that OMGS will be considered his employer for certain purposes including making compensation payments to him, withholding taxes and issuing Form W-2s and other tax filings, and that his employment can be transferred to another Affiliate of the Company at any time; provided that the Company shall remain obligated to Executive hereunder.\u00a0 Initially, Executive will be based in the Company\u2019s offices in Stamford, Connecticut; however Executive acknowledges that he will be required to travel consistent with his duties and responsibilities under this Agreement.\u00a0 Executive represents and warrants that Executive is free to enter into this Agreement and is not otherwise prohibited from doing so, or from performing his duties hereunder, by any contract or covenant with any person, company, or other entity.", "references": ["Enforceability", "Sales", "Indemnifications", "Confidentiality", "Books", "Erisa", "Base Salary", "Anti-Corruption Laws", "Integration", "Consent To Jurisdiction", "General", "Waivers", "Existence", "Taxes", "Death", "No Defaults", "Arbitration", "Miscellaneous", "Publicity", "Successors", "Brokers", "Construction", "Forfeitures", "Counterparts", "Representations", "Definitions", "Liens", "Amendments", "Notices", "Specific Performance", "Employment"], "gold": ["Employment"]}
+{"input": "The initial press release regarding the transactions contemplated by this Agreement and the Ancillary Agreements shall be a joint press release and thereafter each of the Seller and Buyer shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the transactions contemplated by this Agreement or any Ancillary Agreement and prior to making any filings with any third party and/or any Governmental Entity with respect thereto, except as may be required by Law or by the request of any Governmental Entity.", "references": ["Fees", "Death", "Agreements", "Submission To Jurisdiction", "Approvals", "Participations", "Interests", "Defined Terms", "Costs", "Representations", "Applicable Laws", "Vesting", "Effectiveness", "Transactions With Affiliates", "Remedies", "Waivers", "Enforcements", "Arbitration", "General", "Warranties", "Duties", "Disclosures", "Terms", "Sales", "Effective Dates", "Employment", "No Waivers", "Withholdings", "Specific Performance", "Use Of Proceeds", "Publicity"], "gold": ["Publicity"]}
+{"input": "Nothing in this Agreement or in the Plan or in the making of the Award shall confer on the Participant any right to or guarantee of continued employment with the Company or any of its Subsidiaries or in any way limit the right of the Company or any of its Subsidiaries to terminate the employment of the Participant at any time.", "references": ["Qualifications", "Disclosures", "General", "Terminations", "Specific Performance", "Adjustments", "Indemnity", "Releases", "Disability", "Benefits", "Governing Laws", "Assigns", "Indemnifications", "Arbitration", "Interpretations", "Effective Dates", "No Conflicts", "Base Salary", "Expenses", "Capitalization", "Closings", "Construction", "Subsidiaries", "Agreements", "Representations", "Successors", "Definitions", "Integration", "Assignments", "Erisa", "Employment"], "gold": ["Employment"]}
+{"input": "This Agreement may be terminated by any Purchaser, as to such Purchaser\u2019s 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 April 30, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Disclosures", "Effectiveness", "General", "No Defaults", "Integration", "Tax Withholdings", "No Conflicts", "Adjustments", "Taxes", "Notices", "Consent To Jurisdiction", "Financial Statements", "Definitions", "Non-Disparagement", "Headings", "Remedies", "Governing Laws", "Submission To Jurisdiction", "Books", "Consents", "Assigns", "Binding Effects", "Authorizations", "Sales", "Vesting", "Change In Control", "Representations", "Modifications", "Organizations", "Entire Agreements", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement and the Subordinated Notes along with the Exhibits hereto and thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement or in the Subordinated Notes.", "references": ["Forfeitures", "Insurances", "Brokers", "Consent To Jurisdiction", "Applicable Laws", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Terminations", "Modifications", "Financial Statements", "General", "Taxes", "Warranties", "Miscellaneous", "Duties", "Assigns", "Indemnifications", "No Defaults", "Expenses", "Fees", "Remedies", "Integration", "Adjustments", "Erisa", "Anti-Corruption Laws", "Venues", "Releases", "Waivers", "Vesting", "Binding Effects", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The closing of the sale and purchase of the Intermediate Membership Interests contemplated by this Agreement (the \u201c Intermediate Closing \u201d) shall take place remotely by electronic transmission of executed documents or at the offices of Kramer Levin Naftalis\u00a0& Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, on the Closing Date immediately following the Conversions and the Distributions (the \u201c Intermediate Closing Date \u201d).", "references": ["No Defaults", "Binding Effects", "Authority", "Enforceability", "Vesting", "Withholdings", "Intellectual Property", "Approvals", "Compliance With Laws", "Forfeitures", "Change In Control", "Agreements", "Capitalization", "General", "Construction", "Arbitration", "Liens", "Consent To Jurisdiction", "Use Of Proceeds", "Warranties", "Assignments", "Indemnifications", "Titles", "Severability", "Defined Terms", "Publicity", "Assigns", "Venues", "Representations", "Terminations", "Closings"], "gold": ["Closings"]}
+{"input": "Except as expressly provided otherwise in this Services Agreement, or with respect to specific services as indicated on the Schedules hereto, the term of this Services Agreement shall be for an initial period commencing at 12:01 a.m. on the date immediately following the date hereof and ending on January\u00a031, 2019 (the \u201c Initial Term \u201d). Effective between the respective Provider and Recipient, the Initial Term may be extended for an additional period ending on the one-year anniversary of the date hereof, or such other period set forth on Schedule \u00a0A or Schedule \u00a0B (the \u201c Renewal Term \u201d) at the request of a Recipient by written notice from such Recipient to its Provider, with copies to Dover and Apergy; any such notice shall be made not less than two months prior to the end of the Initial Term. The obligation of any Recipient to make a payment for services previously rendered shall not be affected by the expiration of the Initial Term or Renewal Term and shall survive such expiration and continue until full payment is made.", "references": ["Vacations", "Subsidiaries", "Terminations", "Indemnity", "Definitions", "Venues", "Titles", "Use Of Proceeds", "Duties", "Consent To Jurisdiction", "Releases", "No Waivers", "Consents", "Headings", "Death", "Base Salary", "Notices", "Forfeitures", "Effectiveness", "Powers", "Vesting", "Liens", "Applicable Laws", "Specific Performance", "Agreements", "Benefits", "Defined Terms", "Litigations", "Compliance With Laws", "Expenses", "Terms"], "gold": ["Terms"]}
+{"input": "Sell, transfer, or otherwise dispose of any real or personal property to any Person, and thereafter directly or indirectly leaseback the same or similar property.", "references": ["Payments", "Confidentiality", "Books", "Withholdings", "Construction", "Headings", "Miscellaneous", "Assigns", "Death", "Interpretations", "Brokers", "Representations", "Authority", "Arbitration", "Capitalization", "Adjustments", "Amendments", "Anti-Corruption Laws", "Venues", "Costs", "Effectiveness", "Vesting", "Waiver Of Jury Trials", "Agreements", "Indemnity", "Enforceability", "Warranties", "Sanctions", "Organizations", "Authorizations", "Sales"], "gold": ["Sales"]}
+{"input": "If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.", "references": ["Liens", "Amendments", "Litigations", "Transactions With Affiliates", "Specific Performance", "Costs", "Adjustments", "Organizations", "Submission To Jurisdiction", "Withholdings", "Insurances", "Headings", "Terminations", "Existence", "No Waivers", "Positions", "Successors", "Erisa", "Applicable Laws", "Defined Terms", "Titles", "Publicity", "Representations", "Notices", "Interpretations", "General", "Governing Laws", "Books", "Tax Withholdings", "Venues", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may revoke Employee\u2019 acceptance of this Agreement within seven (7)\u00a0days after the date Employee signs it. Employee\u2019s revocation must be in writing and received by Company by the seventh day in order to be effective. If Employee does not revoke acceptance within the seven (7)\u00a0day period, Employee\u2019s acceptance of this Agreement shall become binding and enforceable on the eighth day (\u201cEffective Date\u201d).", "references": ["Publicity", "Taxes", "Modifications", "Subsidiaries", "Organizations", "No Conflicts", "Terms", "Base Salary", "Assigns", "Waiver Of Jury Trials", "Cooperation", "General", "Records", "Duties", "Notices", "Confidentiality", "Defined Terms", "Non-Disparagement", "Use Of Proceeds", "Vesting", "Capitalization", "Anti-Corruption Laws", "Approvals", "Submission To Jurisdiction", "Jurisdictions", "Costs", "Death", "Litigations", "Withholdings", "Severability", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Each of the Company and its Subsidiaries has timely filed or caused to be timely filed all Tax returns and reports required to have been filed and has timely paid or caused to be timely paid all Taxes required to have been paid by it (including in its capacity as withholding agent), except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) where the failure to do so could not reasonably be expected to individually or in the aggregate result in a Material Adverse Effect.\u00a0 No material Tax liens have been filed and no material claims are being asserted with respect to any Taxes.", "references": ["Qualifications", "Venues", "Authority", "Records", "Non-Disparagement", "Employment", "Death", "Sanctions", "Consent To Jurisdiction", "Indemnity", "Integration", "Modifications", "Disability", "Solvency", "Assignments", "Agreements", "Change In Control", "Effective Dates", "No Waivers", "Expenses", "Counterparts", "Approvals", "Withholdings", "Subsidiaries", "Intellectual Property", "Use Of Proceeds", "Cooperation", "Powers", "Consents", "Amendments", "Taxes"], "gold": ["Taxes"]}
+{"input": "For purposes of this Section 2.5, the term \u201capplicable law\u201d includes FATCA.", "references": ["Specific Performance", "Successors", "Confidentiality", "Submission To Jurisdiction", "Non-Disparagement", "Benefits", "Organizations", "Publicity", "Waivers", "No Conflicts", "Governing Laws", "Interests", "Disclosures", "Death", "Severability", "Existence", "Use Of Proceeds", "Employment", "Records", "Taxes", "Withholdings", "No Defaults", "Effectiveness", "Authorizations", "Indemnifications", "Anti-Corruption Laws", "No Waivers", "Miscellaneous", "Brokers", "Vesting", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "If any provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law.", "references": ["Effective Dates", "Non-Disparagement", "Approvals", "Forfeitures", "Remedies", "Expenses", "Taxes", "Intellectual Property", "Definitions", "Capitalization", "Qualifications", "Brokers", "Sales", "Waivers", "Existence", "Disclosures", "Releases", "General", "Organizations", "Confidentiality", "Terms", "Authorizations", "Base Salary", "Sanctions", "Solvency", "Vacations", "Integration", "Enforcements", "Assigns", "Transactions With Affiliates", "Severability"], "gold": ["Severability"]}
+{"input": "In addition to this Agreement, Assignor, affiliates of Assignor and Assignee may enter into various other assignments, which documents will be filed of record, to the extent necessary, in the appropriate filing locations to provide notice of record of the assignments provided for in this Agreement.\u00a0 Assignor and Assignee mutually agree to execute such further deeds, bills of sale, assignments, releases, assumptions, notifications or other documents as may be reasonably requested for the purpose of giving effect to, evidencing, or giving notice of the transactions evidenced by this Agreement.", "references": ["Expenses", "Employment", "Subsidiaries", "Withholdings", "Disclosures", "Confidentiality", "Erisa", "Qualifications", "Solvency", "Arbitration", "Indemnifications", "Terms", "Benefits", "Defined Terms", "Effective Dates", "Integration", "Indemnity", "Non-Disparagement", "Tax Withholdings", "Records", "Compliance With Laws", "Participations", "Venues", "Anti-Corruption Laws", "Taxes", "Waivers", "Vacations", "Entire Agreements", "Representations", "Releases", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between Executive and the Company, relating\u00a0to such subject matter.\u00a0\u00a0None of the parties shall be liable\u00a0or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.", "references": ["Effective Dates", "Successors", "Compliance With Laws", "Integration", "Expenses", "Closings", "Qualifications", "Survival", "Anti-Corruption Laws", "Insurances", "Applicable Laws", "Further Assurances", "Adjustments", "Governing Laws", "General", "Records", "Specific Performance", "Existence", "Erisa", "Duties", "Costs", "Powers", "Disclosures", "Vacations", "Releases", "No Conflicts", "Terminations", "Miscellaneous", "Counterparts", "Severability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Notwithstanding any other provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Units prior to the completion of any registration or qualification of the shares under U.S. federal, state or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (\u201cSEC\u201d) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company shall have unilateral authority to amend the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to the issuance of the Shares.", "references": ["Closings", "Employment", "Payments", "Non-Disparagement", "Transactions With Affiliates", "Forfeitures", "Integration", "Indemnity", "Authority", "Miscellaneous", "Arbitration", "Financial Statements", "Remedies", "Warranties", "Liens", "Representations", "Base Salary", "Disclosures", "Death", "Taxes", "Confidentiality", "Terms", "Binding Effects", "Books", "Terminations", "Records", "Consents", "Venues", "Costs", "Waiver Of Jury Trials", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except for Permitted Liens which do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.", "references": ["Modifications", "Records", "Assignments", "General", "Tax Withholdings", "No Conflicts", "Erisa", "Cooperation", "Enforceability", "Confidentiality", "Anti-Corruption Laws", "Adjustments", "Organizations", "Submission To Jurisdiction", "Transactions With Affiliates", "Fees", "Employment", "Further Assurances", "Interests", "Governing Laws", "Liens", "Severability", "Integration", "Duties", "Closings", "Assigns", "Interpretations", "Waiver Of Jury Trials", "Intellectual Property", "Withholdings", "Titles"], "gold": ["Titles"]}
+{"input": "Upon the entry of each of the Interim Financing Order and the Final Financing Order, each such Financing Order and the Loan Documents are sufficient to provide the superpriority claims and security interests and Liens on Collateral of the Loan Parties described in, and with the priority provided in, the Interim DIP Term Sheet and the Loan Documents, as applicable.", "references": ["Definitions", "Further Assurances", "Applicable Laws", "Arbitration", "Consents", "Amendments", "Severability", "Costs", "Payments", "Representations", "Insurances", "No Conflicts", "Litigations", "Jurisdictions", "General", "Interests", "Taxes", "Books", "Headings", "Successors", "Employment", "Death", "Erisa", "Terminations", "Miscellaneous", "Confidentiality", "Participations", "Counterparts", "Records", "Brokers", "Liens"], "gold": ["Liens"]}
+{"input": "Notwithstanding the foregoing Section \u00a07.1 , (i) following the Closing or, the Distribution if the Exchange Shares are issued to the Contributor, this Agreement shall terminate with respect to any Investor when such Investor\u2019s Aggregate Ownership Percentage is equal to or less than five percent (5%) and (ii)\u00a0this Agreement shall terminate if the Exchange Agreement is terminated in accordance with the terms therein.", "references": ["Sales", "Agreements", "No Defaults", "Vacations", "Insurances", "Intellectual Property", "Survival", "Compliance With Laws", "Anti-Corruption Laws", "Death", "Non-Disparagement", "Authority", "Authorizations", "Titles", "Venues", "Waivers", "Arbitration", "Defined Terms", "Remedies", "Litigations", "Duties", "Positions", "Liens", "Further Assurances", "Specific Performance", "Jurisdictions", "Fees", "Counterparts", "Subsidiaries", "Publicity", "Terminations"], "gold": ["Terminations"]}
+{"input": "Except as provided in the Plan, the Restricted Stock Award is restricted in that it may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. The Restricted Stock Award is also restricted in the sense that it may be forfeited to the Company (the \u201c Forfeiture Restrictions \u201d). You hereby agree that if the Restricted Stock Award is forfeited, as provided in Section 6, the Company shall have the right to deliver the forfeited shares of Restricted Stock to the Company\u2019s transfer agent for, at the Company\u2019s election, cancellation or transfer to the Company.", "references": ["Representations", "Indemnity", "Severability", "Tax Withholdings", "Books", "Transactions With Affiliates", "Erisa", "Subsidiaries", "Anti-Corruption Laws", "Authority", "Survival", "Benefits", "Applicable Laws", "Sanctions", "Entire Agreements", "Agreements", "Financial Statements", "Specific Performance", "Organizations", "Payments", "Costs", "Arbitration", "Approvals", "Effective Dates", "Venues", "Submission To Jurisdiction", "Solvency", "Terminations", "Change In Control", "Remedies", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Proxy may not be amended, except by a written instrument executed by all the Stockholders which hold Subject Shares bound by the terms of this Proxy at the time of such amendment.", "references": ["Governing Laws", "Solvency", "Non-Disparagement", "Organizations", "Costs", "Vesting", "Disability", "Headings", "Use Of Proceeds", "Expenses", "Releases", "Change In Control", "Financial Statements", "Closings", "Titles", "Participations", "Cooperation", "Interpretations", "Sales", "No Waivers", "Terminations", "Binding Effects", "Death", "Records", "Severability", "Terms", "Authorizations", "Positions", "Confidentiality", "Approvals", "Amendments"], "gold": ["Amendments"]}
+{"input": "Landlord and Tenant irrevocably waive the respective rights to trial by jury in any action proceeding or counterclaim brought by either against the other (whether in contract or tort) on any matter arising out of or relating in any way to this Lease, the relationship of Landlord and Tenant or Tenant\u2019s use or occupancy of the Premises.", "references": ["Titles", "Amendments", "Liens", "Headings", "Effective Dates", "Records", "Forfeitures", "Modifications", "Notices", "Counterparts", "Interpretations", "Tax Withholdings", "Consents", "Brokers", "Base Salary", "Fees", "Financial Statements", "Positions", "Defined Terms", "Integration", "Costs", "Anti-Corruption Laws", "Waivers", "Powers", "Entire Agreements", "Survival", "Severability", "Solvency", "Payments", "Remedies", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement shall constitute a \u201cLoan Document\u201d for all purposes of the Credit Agreement and the other Loan Documents.", "references": ["Indemnifications", "General", "Death", "Headings", "Liens", "Interests", "Non-Disparagement", "Insurances", "Assignments", "Vacations", "Consents", "Authority", "Modifications", "Organizations", "Waivers", "Confidentiality", "Anti-Corruption Laws", "Vesting", "Existence", "Successors", "Costs", "Definitions", "Records", "Powers", "Specific Performance", "No Defaults", "Applicable Laws", "Subsidiaries", "Publicity", "Forfeitures", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW.", "references": ["Costs", "Taxes", "Consent To Jurisdiction", "Erisa", "Specific Performance", "Approvals", "Terminations", "Indemnifications", "Notices", "Powers", "Definitions", "Waiver Of Jury Trials", "Amendments", "Arbitration", "Further Assurances", "Benefits", "Binding Effects", "Organizations", "Titles", "Brokers", "Construction", "Sanctions", "Anti-Corruption Laws", "Positions", "Severability", "Disability", "No Waivers", "Participations", "No Conflicts", "Consents", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Such Holder has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders\u2019 fees in connection with the Exchange.", "references": ["Death", "Remedies", "Authority", "Survival", "Counterparts", "Records", "Benefits", "Effectiveness", "Warranties", "Fees", "Use Of Proceeds", "Sales", "Vesting", "Definitions", "Existence", "Interpretations", "Defined Terms", "Severability", "Forfeitures", "Submission To Jurisdiction", "Governing Laws", "Intellectual Property", "Headings", "Subsidiaries", "Consent To Jurisdiction", "Expenses", "Compliance With Laws", "Modifications", "Books", "Liens", "Brokers"], "gold": ["Brokers"]}
+{"input": "Any dispute with regard to the enforcement of this Agreement shall be exclusively resolved by a single experienced arbitrator licensed to practice law in the State of New York, selected in accordance with the American Arbitration Association (\u201cAAA\u201d) rules and procedures, at an arbitration to be conducted in the State of New York pursuant to the Commercial Arbitration Rules of AAA with the arbitrator applying the substantive law of the State of Delaware as provided for under Section 9 hereof. The AAA shall provide the parties hereto with lists for the selection of arbitrators composed entirely of arbitrators who are members of the National Academy of Arbitrators and who have prior experience in the arbitration of disputes between employers and senior executives. The determination of the arbitrator shall be final and binding on the parties hereto and judgment therein may be entered in any court of competent jurisdiction. Each party shall pay its own attorneys fees and disbursements and other costs of the arbitration.", "references": ["Jurisdictions", "General", "Books", "Defined Terms", "No Conflicts", "Tax Withholdings", "Interpretations", "Participations", "Forfeitures", "Enforcements", "Waivers", "Closings", "Releases", "Duties", "Binding Effects", "Intellectual Property", "Consent To Jurisdiction", "Records", "Indemnifications", "Terms", "Taxes", "Existence", "Cooperation", "Further Assurances", "Successors", "Applicable Laws", "Definitions", "Insurances", "Modifications", "Assignments", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "As of November 28, 2018, the authorized capital stock of the Company consists of 249,000,000 shares of Common Stock, of which approximately 17,232,097 shares of Common Stock are issued and outstanding, and 1,000,000 shares of preferred stock authorized of which 0 shares of preferred stock are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company\u2019s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and immediately upon the Company increasing its authorized shares of capital stock 75,000,000 shares of Common Stock shall be reserved for issuance upon conversion of the Note (the \u201cInitial Reserve Amount\u201d). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company\u2019s Certificate of Incorporation as in effect on the date hereof (\u201cCertificate of Incorporation\u201d), the Company\u2019s By-laws, as in effect on the date hereof (the \u201cBy- laws\u201d), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company\u2019s Chief Executive on behalf of the Company as of the Closing Date.", "references": ["Participations", "Interests", "Submission To Jurisdiction", "Non-Disparagement", "Amendments", "No Conflicts", "Disclosures", "Entire Agreements", "Approvals", "Solvency", "Definitions", "Existence", "Benefits", "Records", "Death", "Binding Effects", "Terms", "Indemnity", "Applicable Laws", "Waiver Of Jury Trials", "Integration", "Transactions With Affiliates", "Vacations", "Construction", "Liens", "Taxes", "Adjustments", "Titles", "Closings", "Fees", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Participant and the Company.", "references": ["Costs", "Employment", "Definitions", "Financial Statements", "Death", "Approvals", "Successors", "Non-Disparagement", "Governing Laws", "Adjustments", "Defined Terms", "Fees", "Intellectual Property", "Remedies", "Releases", "Powers", "Authority", "Headings", "Titles", "Representations", "Organizations", "Entire Agreements", "Interests", "Positions", "Specific Performance", "Taxes", "Authorizations", "Erisa", "Solvency", "Closings", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Voting Agreement and the Proxies (i)\u00a0constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (ii)\u00a0are not intended to confer upon any other Person any rights or remedies hereunder.", "references": ["Sales", "Litigations", "Liens", "Miscellaneous", "Anti-Corruption Laws", "Subsidiaries", "Confidentiality", "Tax Withholdings", "Indemnifications", "Remedies", "Definitions", "Modifications", "Erisa", "Warranties", "Adjustments", "Compliance With Laws", "Survival", "Powers", "Withholdings", "Financial Statements", "Transactions With Affiliates", "Intellectual Property", "Consents", "Employment", "Consent To Jurisdiction", "Forfeitures", "Brokers", "Use Of Proceeds", "Approvals", "Insurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If any provision of this Agreement or portion of such provision or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.", "references": ["Remedies", "Further Assurances", "Existence", "Liens", "Sales", "Terminations", "Transactions With Affiliates", "Sanctions", "Modifications", "Positions", "Intellectual Property", "No Defaults", "Counterparts", "Interpretations", "Notices", "No Waivers", "Solvency", "Insurances", "Indemnifications", "Erisa", "Fees", "Records", "Submission To Jurisdiction", "Indemnity", "Survival", "Binding Effects", "Benefits", "Applicable Laws", "Capitalization", "Disclosures", "Severability"], "gold": ["Severability"]}
+{"input": "Each party\u2019s obligations under Sections 10.2 and 10.3 shall survive the termination of the Credit Documents and payment of the obligations hereunder.", "references": ["Powers", "Participations", "Sales", "Amendments", "Notices", "Indemnifications", "Authority", "Vesting", "Qualifications", "Erisa", "Books", "Costs", "Authorizations", "Specific Performance", "Terms", "Enforcements", "Withholdings", "Liens", "Remedies", "Records", "Tax Withholdings", "Modifications", "Applicable Laws", "No Defaults", "No Waivers", "Confidentiality", "Consents", "Anti-Corruption Laws", "Fees", "Change In Control", "Survival"], "gold": ["Survival"]}
+{"input": "Borrower shall maintain insurance in at least such amounts and against at least such risks as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost effective basis.", "references": ["Financial Statements", "Books", "Assignments", "Subsidiaries", "Waiver Of Jury Trials", "Non-Disparagement", "Cooperation", "Releases", "Survival", "Venues", "Change In Control", "Sanctions", "Adjustments", "Authorizations", "Disclosures", "Approvals", "Jurisdictions", "Interpretations", "Organizations", "Assigns", "Death", "Powers", "No Waivers", "Anti-Corruption Laws", "Payments", "Indemnity", "Arbitration", "Counterparts", "Benefits", "Warranties", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement shall commence as of the Effective Date and shall continue for a period of [***] after the Commencement Date, unless terminated earlier as provided below (the \u201c Initial Term \u201d). This Agreement will automatically renew for additional [***] terms (together with the Initial Term, the \u201c Term \u201d) unless either Party elects not to renew this Agreement by written notice to the other Party, which notice must be provided at least [***] prior to the expiration of the Term.", "references": ["Anti-Corruption Laws", "Enforcements", "Confidentiality", "Records", "Expenses", "Survival", "Vacations", "Books", "Waiver Of Jury Trials", "Waivers", "Terminations", "Indemnifications", "Brokers", "Existence", "Arbitration", "Solvency", "Costs", "Benefits", "Organizations", "Severability", "Enforceability", "Assigns", "Qualifications", "No Waivers", "Defined Terms", "Sanctions", "Construction", "Employment", "Agreements", "Definitions", "Terms"], "gold": ["Terms"]}
+{"input": "Schedule 5.16 sets forth all the Subsidiaries of Holding at the Effective Date, the jurisdiction of their incorporation or formation and the direct or indirect percentage ownership interest of Holding, or of the Company, as applicable, as set forth therein.", "references": ["Non-Disparagement", "Modifications", "Closings", "Interpretations", "No Conflicts", "Definitions", "Benefits", "Interests", "Expenses", "No Defaults", "Death", "Intellectual Property", "Approvals", "Compliance With Laws", "Notices", "Taxes", "Sanctions", "Organizations", "Payments", "Waiver Of Jury Trials", "Counterparts", "Remedies", "Warranties", "Books", "Withholdings", "Liens", "Defined Terms", "Specific Performance", "General", "Adjustments", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "All covenants, agreements, representations and warranties made by Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledge of any Default or Unmatured Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 3.10, 3.11, 3.12, 4.16(c) and 10.03 and Article XI hereof shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination the Commitments or the termination of this Agreement or any provision hereof.", "references": ["Successors", "Erisa", "Cooperation", "Assigns", "Effective Dates", "Employment", "Headings", "Titles", "No Waivers", "Sales", "Forfeitures", "Counterparts", "Waivers", "Enforceability", "Capitalization", "Jurisdictions", "Notices", "Representations", "Base Salary", "Further Assurances", "Agreements", "Consents", "Organizations", "Use Of Proceeds", "Costs", "Interests", "Qualifications", "Closings", "Miscellaneous", "Adjustments", "Survival"], "gold": ["Survival"]}
+{"input": "The Company may satisfy any payment obligation under this Plan by having the Employer of the relevant Participant make the payment due hereunder. All payments made to Participants in accordance with the provisions of this Plan shall be subject to applicable withholding of local, state, Federal and foreign taxes, as determined in the sole discretion of the Company or the Employer making such payment.", "references": ["Binding Effects", "Closings", "Positions", "Assignments", "Consents", "Powers", "Publicity", "Releases", "Disclosures", "Litigations", "Applicable Laws", "Intellectual Property", "No Defaults", "Effectiveness", "Insurances", "Fees", "Organizations", "Venues", "Arbitration", "Governing Laws", "Headings", "Consent To Jurisdiction", "Expenses", "No Waivers", "Waiver Of Jury Trials", "Construction", "Titles", "Waivers", "Confidentiality", "Survival", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "If the Executive\u2019s employment is terminated during the Term by reason of the Executive\u2019s death, the Company shall pay the Executive\u2019s estate in one lump sum amount: (A) the lesser of (i) one year\u2019s Base Salary (as in effect as of the date of termination), or (ii) the amount of Base Salary that would have been payable to the Executive from the date of death through the end of the Term, payable on the six-month anniversary of the date of the Executive\u2019s death; plus (B)\u00a0any Preceding and/or Pro Rata Bonus to which the Executive is entitled, which shall be paid in accordance with Section 3.2.", "references": ["Capitalization", "Enforcements", "Financial Statements", "Headings", "Entire Agreements", "Fees", "Intellectual Property", "Specific Performance", "Assigns", "Consents", "Liens", "Consent To Jurisdiction", "Solvency", "Releases", "Employment", "Effective Dates", "Integration", "Tax Withholdings", "Taxes", "Litigations", "Effectiveness", "Positions", "Amendments", "Disability", "Participations", "Waiver Of Jury Trials", "Representations", "Warranties", "Further Assurances", "Waivers", "Death"], "gold": ["Death"]}
+{"input": "All representations, warranties and covenants contained in this Agreement shall survive until the earlier of the (A) Merger Closing or (B)\u00a0Termination Date. Each of the Subscribers acknowledges the meaning and legal consequences of the representations, warranties and covenants contained herein and that the Company has relied upon such representations, warranties and covenants in determining such Subscriber\u2019s qualification and suitability to purchase or acquire the Securities.", "references": ["Terms", "Binding Effects", "Powers", "Terminations", "Erisa", "Cooperation", "Base Salary", "Interpretations", "Amendments", "Defined Terms", "Representations", "Existence", "No Waivers", "Solvency", "Authorizations", "Waivers", "Benefits", "Intellectual Property", "Vacations", "Enforceability", "Approvals", "Vesting", "Notices", "Fees", "Capitalization", "Entire Agreements", "Forfeitures", "Brokers", "Change In Control", "Liens", "Survival"], "gold": ["Survival"]}
+{"input": "In the event the filing of any Registration Statement, prospectus or prospectus supplement is deferred pursuant to Section \u00a06.6 , or a Holder\u2019s ability to trade is suspended pursuant to Section \u00a06.6 , the Holders agree to treat such information confidentially and to not make public such information.", "references": ["Binding Effects", "Sanctions", "Notices", "Enforcements", "Capitalization", "Counterparts", "Employment", "Cooperation", "Sales", "Vesting", "Agreements", "Withholdings", "Taxes", "Submission To Jurisdiction", "Fees", "Brokers", "Amendments", "Powers", "Effectiveness", "Death", "Liens", "Consents", "Further Assurances", "Solvency", "Interpretations", "Releases", "Vacations", "Transactions With Affiliates", "Integration", "Definitions", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "All agreements of the Issuers and the Guarantor Parties in this Sixth Supplemental Indenture shall bind their successors. All agreements of the Trustee in this Sixth Supplemental Indenture shall bind its successors.", "references": ["Definitions", "Effectiveness", "Vesting", "Interests", "Defined Terms", "Use Of Proceeds", "Change In Control", "Effective Dates", "Duties", "Positions", "Representations", "Adjustments", "Books", "Capitalization", "Releases", "Tax Withholdings", "Authorizations", "Base Salary", "Approvals", "Intellectual Property", "Amendments", "Financial Statements", "General", "Forfeitures", "Specific Performance", "Sanctions", "Qualifications", "Governing Laws", "Death", "Existence", "Successors"], "gold": ["Successors"]}
+{"input": "This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.", "references": ["Consent To Jurisdiction", "Base Salary", "Positions", "Binding Effects", "Use Of Proceeds", "Approvals", "Defined Terms", "Entire Agreements", "Brokers", "Disclosures", "Authorizations", "Adjustments", "Records", "Venues", "Employment", "Definitions", "General", "Death", "Withholdings", "Assignments", "Existence", "Change In Control", "Headings", "Integration", "Anti-Corruption Laws", "Liens", "Successors", "Participations", "Consents", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument.", "references": ["Cooperation", "Benefits", "Compliance With Laws", "Disability", "Participations", "Specific Performance", "Indemnifications", "Brokers", "Interpretations", "Transactions With Affiliates", "Headings", "Entire Agreements", "Adjustments", "Terms", "Existence", "Erisa", "Agreements", "Modifications", "Publicity", "Effective Dates", "Duties", "Severability", "Amendments", "Sanctions", "Definitions", "Confidentiality", "Assignments", "Submission To Jurisdiction", "Intellectual Property", "Base Salary", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.", "references": ["Qualifications", "Effective Dates", "Base Salary", "Vesting", "Insurances", "Survival", "Erisa", "Counterparts", "Consent To Jurisdiction", "Tax Withholdings", "Vacations", "Use Of Proceeds", "Interests", "Duties", "No Conflicts", "Benefits", "Enforcements", "Waiver Of Jury Trials", "Miscellaneous", "Terminations", "Forfeitures", "Brokers", "Submission To Jurisdiction", "Compliance With Laws", "Authority", "Powers", "Agreements", "Indemnifications", "Expenses", "Defined Terms", "Sales"], "gold": ["Sales"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the Commonwealth of New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney\u2019s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Headings", "No Waivers", "Existence", "Powers", "Remedies", "Sanctions", "Fees", "Notices", "Brokers", "Agreements", "Effective Dates", "Counterparts", "Consent To Jurisdiction", "Approvals", "Anti-Corruption Laws", "Taxes", "Warranties", "Change In Control", "Adjustments", "General", "Capitalization", "Participations", "Insurances", "Effectiveness", "Venues", "Litigations", "Assignments", "Financial Statements", "Disability", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All payments made to Seller shall be made free and clear of and without deduction or deferment in respect of any demand, set-off, counterclaim, or other dispute, and so far as is legally possible.", "references": ["Publicity", "Sales", "Remedies", "Interests", "Definitions", "Successors", "Amendments", "Cooperation", "Transactions With Affiliates", "Assignments", "Disability", "Change In Control", "Authorizations", "Binding Effects", "Use Of Proceeds", "Severability", "Disclosures", "Death", "Intellectual Property", "Books", "Terms", "Benefits", "Indemnity", "Capitalization", "Existence", "Venues", "Participations", "Agreements", "Effective Dates", "Construction", "Taxes"], "gold": ["Taxes"]}
+{"input": "Any prepayments required after the application of this Section \u00a04.2 shall be net of any costs, expenses or Taxes incurred by Holdings, the Borrower or Restricted Subsidiaries as a result of complying with this Section \u00a04.2 , and to the extent permitted by Section \u00a09.1 , the Borrower and the Restricted Subsidiaries shall be permitted to make, directly or indirectly, dividends or distributions, to Holdings to cover such Tax liability, costs or expenses.", "references": ["Sales", "Authorizations", "Indemnifications", "Withholdings", "Consent To Jurisdiction", "Headings", "Brokers", "Waivers", "Records", "Specific Performance", "Jurisdictions", "Existence", "Counterparts", "Venues", "Use Of Proceeds", "Confidentiality", "Powers", "Base Salary", "Authority", "Litigations", "Disability", "Consents", "Arbitration", "Organizations", "Further Assurances", "Fees", "Vacations", "Effective Dates", "Costs", "Remedies", "Taxes"], "gold": ["Taxes"]}
+{"input": "LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT\u2019S INTENDED COMMERCIAL PURPOSE, AND TENANT\u2019S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.\u00a0\u00a0TO THE EXTENT ALLOWED BY LAW, Tenant WAIVES THE BENEFIT OF ANY CONSUMER PROTECTION LAWS.", "references": ["Confidentiality", "Non-Disparagement", "Indemnifications", "Liens", "Terms", "Entire Agreements", "Approvals", "Successors", "No Conflicts", "Organizations", "Payments", "Titles", "Intellectual Property", "Further Assurances", "Forfeitures", "Solvency", "Sales", "Fees", "Interpretations", "Powers", "Authority", "Assigns", "Employment", "Litigations", "Venues", "Representations", "Transactions With Affiliates", "Specific Performance", "Positions", "Submission To Jurisdiction", "Waivers"], "gold": ["Waivers"]}
+{"input": "Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries have timely filed all Tax returns and reports required to be filed, and have timely paid all Taxes (including satisfying its withholding tax obligations) levied or imposed on their properties, income or assets or otherwise due and payable, except those which are being contested in good faith by appropriate actions diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no current or proposed Tax deficiency or assessment known to any of the Loan Parties against any of the Loan Parties that, if made would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.", "references": ["Brokers", "Vesting", "Representations", "Warranties", "Governing Laws", "Cooperation", "Construction", "Liens", "Definitions", "Terms", "Indemnity", "Benefits", "Headings", "Duties", "No Waivers", "Applicable Laws", "Anti-Corruption Laws", "Successors", "Intellectual Property", "Payments", "Titles", "Compliance With Laws", "Approvals", "Authority", "Enforcements", "Assignments", "Non-Disparagement", "Effectiveness", "Litigations", "Costs", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company and the Sellers shall, from and after the date hereof, cooperate in a reasonable manner to effect the purposes of this Agreement.", "references": ["Change In Control", "Powers", "Publicity", "Waivers", "Non-Disparagement", "Payments", "Representations", "Intellectual Property", "Indemnifications", "Survival", "Approvals", "Records", "Books", "Confidentiality", "Erisa", "Participations", "No Waivers", "Amendments", "Warranties", "Titles", "Counterparts", "Consent To Jurisdiction", "Organizations", "Tax Withholdings", "Authority", "Qualifications", "Disclosures", "Severability", "Sanctions", "Vacations", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Following execution of this Lease, the parties shall execute, acknowledge and deliver a statutory notice of lease in form attached hereto as Exhibit V (the \u201c Notice \u201d) sufficient for recording and Tenant shall have the right to record the same. Such Notice shall not in any circumstance be deemed to change or otherwise affect any of the terms, covenants and conditions of this Lease.", "references": ["Withholdings", "Remedies", "Vesting", "Compliance With Laws", "Costs", "Submission To Jurisdiction", "Survival", "Modifications", "Approvals", "Payments", "Authorizations", "Death", "Insurances", "Transactions With Affiliates", "Use Of Proceeds", "Binding Effects", "Confidentiality", "Titles", "No Conflicts", "Agreements", "Miscellaneous", "Assignments", "Positions", "Arbitration", "Further Assurances", "Expenses", "Enforcements", "Successors", "Change In Control", "Consent To Jurisdiction", "Notices"], "gold": ["Notices"]}
+{"input": "The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Maryland, without giving effect to conflicts of laws principles.", "references": ["Disclosures", "Amendments", "Definitions", "Forfeitures", "Positions", "Integration", "Representations", "Headings", "Subsidiaries", "Payments", "Expenses", "Erisa", "Defined Terms", "Use Of Proceeds", "Existence", "Further Assurances", "Survival", "Records", "Approvals", "Solvency", "Powers", "Costs", "Sales", "Notices", "Consents", "Sanctions", "Terms", "Counterparts", "Withholdings", "Change In Control", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.\u00a0 The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement\u00a0of Financial Accounting Standards No.\u00a087) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan.", "references": ["Non-Disparagement", "Integration", "Qualifications", "Headings", "Organizations", "Death", "Disclosures", "Intellectual Property", "Participations", "Venues", "Indemnifications", "Agreements", "Vacations", "Payments", "No Defaults", "Representations", "Cooperation", "Successors", "Existence", "Expenses", "Withholdings", "Employment", "Amendments", "Authorizations", "Change In Control", "Terms", "Interpretations", "Miscellaneous", "Sales", "Consents", "Erisa"], "gold": ["Erisa"]}
+{"input": "This Agreement may be assigned or transferred by the Company to any person or entity, including but not limited to ZAGG or any of its affiliates; and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a sale of any or all or substantially all of its assets. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those specifically enumerated in this Agreement.", "references": ["Assigns", "Adjustments", "Amendments", "Governing Laws", "Change In Control", "Anti-Corruption Laws", "Liens", "Erisa", "No Defaults", "Subsidiaries", "Employment", "Entire Agreements", "Further Assurances", "Books", "Interests", "Sales", "No Conflicts", "Forfeitures", "Expenses", "Consent To Jurisdiction", "Records", "Closings", "Positions", "Capitalization", "Death", "Miscellaneous", "Vesting", "Confidentiality", "Sanctions", "Arbitration", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement contains the entire understanding of the parties with respect to its subject matter hereof, and supersedes all prior discussions, negotiations and understandings between the parties with respect to such subject matter.\u00a0 This Agreement may not be changed orally but only by a written instrument signed by the party against which enforcement of any waiver, change, modification, extension or discharge is sought.", "references": ["Sanctions", "Notices", "Payments", "Governing Laws", "Vesting", "Miscellaneous", "Modifications", "Consents", "Survival", "Positions", "Employment", "Closings", "Submission To Jurisdiction", "Organizations", "Effective Dates", "Publicity", "No Waivers", "Erisa", "Definitions", "Successors", "Transactions With Affiliates", "No Conflicts", "Capitalization", "Fees", "Sales", "Consent To Jurisdiction", "Use Of Proceeds", "Costs", "Amendments", "Litigations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Applicable Margin and any other fees (including upfront fees and commitment fees) on the Revolving Facility Increase will be determined by the Company and the Lenders providing such Revolving Facility Increase at the time such Revolving Facility Increase is made; provided that in the event that the Applicable Margin, Facility Fee, upfront fees or other fees, taken as a whole, for any Revolving Facility Increase are higher than the Applicable Margin, Facility Fee, upfront fees or other fees, taken as a whole, for the Revolving Facility, then the Applicable Margin, Facility Fee, upfront fees or other fees for the Revolving Facility shall be increased to the extent necessary so that such Applicable Margin, Facility Fee, upfront fees or other fees, as applicable, are equal to Applicable Margin, Facility Fee, upfront fees or other fees, as applicable, for such Revolving Facility Increase; provided , further , that in determining the interest rate margins applicable to the Revolving Facility Increase and the Revolving Facility, (i)\u00a0upfront fees payable by the Company to the Lenders under the Revolving Facility or any Revolving Facility Increase in the initial primary syndication thereof (with such upfront fees being equated to interest based on assumed four-year life to maturity) and the effects of any and all interest rate floors shall be included and (ii)\u00a0customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Revolving Facility or to one or more arrangers (or their affiliates) of any Revolving Facility Increase shall be excluded.", "references": ["Solvency", "Arbitration", "Governing Laws", "Organizations", "Applicable Laws", "Disclosures", "Costs", "Indemnifications", "Modifications", "No Waivers", "Submission To Jurisdiction", "Warranties", "Anti-Corruption Laws", "Existence", "Confidentiality", "Assignments", "Binding Effects", "Tax Withholdings", "Disability", "Death", "Releases", "Powers", "Participations", "Agreements", "Withholdings", "Litigations", "Remedies", "Entire Agreements", "Consents", "Taxes", "Fees"], "gold": ["Fees"]}
+{"input": "[For U.S. Participants only] Either party may terminate the employment relationship for any reason at any time upon giving the other party thirty (30) days prior written notice. The Company may, in its discretion, relieve the Participant of some or all of his/her duties during all or a part of such notice period. Subject to the forgoing notice obligation, the Participant\u2019s employment with the Company shall remain at will.", "references": ["Organizations", "Change In Control", "Remedies", "Applicable Laws", "Subsidiaries", "Assigns", "Fees", "Cooperation", "Intellectual Property", "Indemnity", "Venues", "Insurances", "Effectiveness", "Further Assurances", "Withholdings", "Transactions With Affiliates", "Notices", "Terms", "Brokers", "Erisa", "Survival", "Confidentiality", "Miscellaneous", "Counterparts", "Positions", "Capitalization", "Litigations", "Publicity", "Effective Dates", "Modifications", "Terminations"], "gold": ["Terminations"]}
+{"input": "At the Closing, the Shareholder shall sell, convey and deliver to Parent the Shares, free and clear of any and all claims, liens, pledges, options, charges, security interests, encumbrances or other rights of third parties, and Parent shall purchase and accept such Shares from the Shareholder for $0.0001 per share, or an aggregate purchase price of Three thousand two hundred sixty dollars ($3,260.00) (the \u201cPurchase Price\u201d).", "references": ["No Conflicts", "Counterparts", "Notices", "Defined Terms", "Successors", "Enforceability", "Waiver Of Jury Trials", "Duties", "Further Assurances", "Authority", "Entire Agreements", "Indemnity", "Arbitration", "Integration", "Effectiveness", "Insurances", "Compliance With Laws", "Cooperation", "Vacations", "Agreements", "Binding Effects", "Erisa", "No Waivers", "Disclosures", "Specific Performance", "Employment", "Vesting", "Waivers", "Records", "Tax Withholdings", "Sales"], "gold": ["Sales"]}
+{"input": "The execution, delivery, and performance by Socrata of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, have been duly authorized by all necessary corporate action on the part of Socrata, including by the board of directors of Socrata, subject only, in the case of the consummation of the Merger, to the requisite affirmative vote or consent of the Stockholders. This Agreement has been, and the Ancillary Documents to which Socrata is a party will be, duly executed and delivered by Socrata and, assuming the due authorization, execution, and delivery hereof and thereof by each of the Tyler Entities that are parties thereto, constitutes or, with respect to such Ancillary Documents upon execution and delivery will each constitute, a valid and binding obligation of Socrata, enforceable against Socrata in accordance with its terms, subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to the enforcement of creditors\u2019 rights generally and (b) general equitable principles.", "references": ["Terminations", "Vacations", "Financial Statements", "No Conflicts", "Modifications", "Change In Control", "Death", "Definitions", "Further Assurances", "Consent To Jurisdiction", "Use Of Proceeds", "Arbitration", "Erisa", "Defined Terms", "Books", "Solvency", "Records", "Organizations", "Notices", "Integration", "Qualifications", "Applicable Laws", "Authority", "Anti-Corruption Laws", "Jurisdictions", "No Defaults", "Releases", "Survival", "Liens", "Subsidiaries", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Either Party\u2019s failure to enforce any provision of this Agreement will not act as a waiver of that or any other provision. Either Party\u2019s waiver of any breach of this Agreement will not act as a waiver of any other breach.", "references": ["Vesting", "Compliance With Laws", "Organizations", "Financial Statements", "Jurisdictions", "No Waivers", "Effectiveness", "Anti-Corruption Laws", "Assigns", "Consent To Jurisdiction", "Sales", "Agreements", "Vacations", "Warranties", "Cooperation", "Death", "Submission To Jurisdiction", "Remedies", "Authorizations", "Powers", "Further Assurances", "Approvals", "Governing Laws", "Integration", "Assignments", "Terms", "Counterparts", "Liens", "Titles", "Definitions", "Waivers"], "gold": ["Waivers"]}
+{"input": "If any provision of this Assignment is invalid or unenforceable, the balance of this Assignment shall remain in effect.", "references": ["Enforcements", "No Defaults", "Costs", "Solvency", "Brokers", "Use Of Proceeds", "Indemnifications", "Participations", "Non-Disparagement", "Further Assurances", "Successors", "Definitions", "Agreements", "Survival", "Jurisdictions", "Headings", "Taxes", "Powers", "Titles", "Amendments", "Expenses", "Positions", "Transactions With Affiliates", "Terminations", "Authority", "General", "No Conflicts", "Intellectual Property", "Specific Performance", "Venues", "Severability"], "gold": ["Severability"]}
+{"input": "Borrower represents and warrants to Lender that each of the representations and warranties set forth in the Loan Agreement are true and correct as of the date of this Amendment, as if made on the date of this Amendment, except for any representations that are specifically limited to a specified date or time period prior to the date of this Amendment.", "references": ["Construction", "Effective Dates", "Taxes", "Closings", "Further Assurances", "Erisa", "Indemnity", "Warranties", "Approvals", "Assignments", "Releases", "Governing Laws", "No Waivers", "Forfeitures", "Jurisdictions", "Payments", "No Defaults", "Records", "Participations", "Notices", "Arbitration", "Applicable Laws", "Litigations", "Use Of Proceeds", "Successors", "Miscellaneous", "Sales", "Indemnifications", "Interpretations", "Expenses", "Representations"], "gold": ["Representations"]}
+{"input": "Neither Party may assign this Agreement, including by operation of law, without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, except that either Party may assign this Agreement (i) to an Affiliate of such Party or (ii) as part of a merger, consolidation, corporate reorganization or sale of all or substantially all of such Party\u2019s assets, in each case (i) and (ii), without the prior written consent of the other Party provided that (A) the permitted assignee assumes in writing the performance of all of the assigning Party\u2019s obligations under this Agreement and (B) in the case Eiger is the assigning Party, Eiger simultaneously assigns the Merck License Agreement to the permitted assignee.\u00a0\u00a0Any attempted assignment in violation of the foregoing restriction will be void.\u00a0\u00a0Subject to the foregoing restriction, this Agreement will be binding upon, enforceable by, and inure to the benefit of the Parties and their respective successors and permitted assigns.", "references": ["Amendments", "Entire Agreements", "Sanctions", "Books", "Waivers", "Records", "Brokers", "Effective Dates", "Closings", "Disability", "Miscellaneous", "Transactions With Affiliates", "Agreements", "Anti-Corruption Laws", "Compliance With Laws", "No Conflicts", "Effectiveness", "Warranties", "Adjustments", "Duties", "Modifications", "Assigns", "Specific Performance", "Further Assurances", "Fees", "Benefits", "Positions", "Terminations", "Expenses", "Vacations", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Borrower maintains, and has caused each Subsidiary to maintain insurance on their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.", "references": ["Approvals", "Submission To Jurisdiction", "Vacations", "Payments", "Expenses", "Representations", "Waivers", "Participations", "Records", "Capitalization", "Interpretations", "Tax Withholdings", "Transactions With Affiliates", "Consent To Jurisdiction", "Venues", "Qualifications", "Waiver Of Jury Trials", "Successors", "Survival", "Defined Terms", "Forfeitures", "Applicable Laws", "Cooperation", "Anti-Corruption Laws", "Effectiveness", "Remedies", "Integration", "Existence", "Counterparts", "No Conflicts", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement may be assignable by Patriot only in connection with a sale of all or substantially all of their assets or a merger or reorganization in which they are not the surviving corporations. Any attempted assignment in violation of this prohibition shall be null and void.", "references": ["Change In Control", "Cooperation", "Consent To Jurisdiction", "Insurances", "Closings", "Defined Terms", "Solvency", "Agreements", "Representations", "Severability", "Titles", "No Defaults", "Authority", "Tax Withholdings", "Adjustments", "Interests", "Survival", "Entire Agreements", "Terminations", "Benefits", "Confidentiality", "General", "Approvals", "Employment", "Books", "Indemnifications", "Duties", "Erisa", "Venues", "Miscellaneous", "Assignments"], "gold": ["Assignments"]}
+{"input": "Except for failures that would not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries have filed all Tax returns and reports required to be filed, and have paid all Taxes levied or imposed upon them or their properties, income or assets or otherwise due and payable (including in the capacity of withholding agent), except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP, and which contest effectively suspends the collection of the contested obligation and the enforcement of any Lien securing such obligation, and as to which Taxes no Liens (other than Permitted Encumbrances on account thereof) have been filed. There is no current, pending or proposed Tax audit, deficiency, assessment or other claim or proceeding with respect to any Loan Party or any of their Subsidiaries that, individually, or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.", "references": ["Counterparts", "Severability", "Tax Withholdings", "Base Salary", "Specific Performance", "Withholdings", "Change In Control", "Submission To Jurisdiction", "No Waivers", "Benefits", "Confidentiality", "Assigns", "Costs", "Releases", "Employment", "Positions", "Approvals", "Terminations", "Existence", "Defined Terms", "Interests", "Jurisdictions", "Expenses", "Agreements", "Further Assurances", "Cooperation", "Authority", "Representations", "Waivers", "Erisa", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission or other electronic transmission shall be deemed an original signature hereto.", "references": ["Positions", "Duties", "Solvency", "Indemnity", "Defined Terms", "Representations", "Authority", "Remedies", "Base Salary", "Subsidiaries", "Consents", "No Conflicts", "Modifications", "Notices", "Titles", "Adjustments", "Effectiveness", "Amendments", "Brokers", "Sales", "Entire Agreements", "Interpretations", "Agreements", "Enforcements", "Warranties", "Forfeitures", "Closings", "Miscellaneous", "Vesting", "Fees", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The rights and remedies of the Lender hereunder shall be in addition to Lender\u2019s other rights and remedies under the laws of the State of Connecticut.\u00a0\u00a0Nothing contained in this Mortgage shall be construed as requiring the Lender to pursue any particular right or remedy for the purpose of procuring the satisfaction of the obligations and Mortgage Debt secured hereby, and the Lender may exercise any or all of Lender\u2019s rights and remedies under this Mortgage, the instruments evidencing the Mortgage Debt, or otherwise provided by law, in Lender\u2019s sole discretion.\u00a0\u00a0No failure of the Lender to insist upon strict performance by the Borrower of any of Borrower\u2019s covenants or obligations under this Mortgage, the Note, the Loan Documents, and no delay by the Lender in exercising any of Lender\u2019s rights or remedies hereunder, thereunder or otherwise provided by law, shall be deemed to be a waiver of such covenants or obligations or to preclude the exercise of such rights or remedies, and the Lender, notwithstanding any such failure or delay, shall have the right thereafter to insist upon the strict performance by the Borrower of any and all of its covenants and obligations under this Mortgage and the instruments evidencing the Mortgage Debt, and to exercise any and all of its rights and remedies hereunder, thereunder or otherwise provided by law.", "references": ["Withholdings", "Adjustments", "Existence", "Insurances", "Enforceability", "Disclosures", "Headings", "Jurisdictions", "Records", "Benefits", "Survival", "Consent To Jurisdiction", "Payments", "Counterparts", "Authority", "Venues", "Closings", "Intellectual Property", "No Waivers", "Publicity", "Approvals", "Terminations", "Notices", "Indemnity", "Assignments", "Taxes", "Indemnifications", "Fees", "Compliance With Laws", "Duties", "Remedies"], "gold": ["Remedies"]}
+{"input": "All payments to be made by Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Agent at the Principal Office, not later than 2:00 p.m.\u00a0on the date of demand therefor.", "references": ["Assigns", "Agreements", "Anti-Corruption Laws", "Construction", "Cooperation", "Insurances", "Sales", "Publicity", "Arbitration", "Miscellaneous", "Effective Dates", "Erisa", "Venues", "Representations", "Transactions With Affiliates", "Authority", "Interests", "Binding Effects", "Authorizations", "Forfeitures", "Brokers", "Positions", "Defined Terms", "Further Assurances", "Sanctions", "Records", "Death", "Closings", "Releases", "Remedies", "Payments"], "gold": ["Payments"]}
+{"input": "During the Executive\u2019s employment with the Company pursuant to this Agreement, the Executive shall devote substantially all of his business time and attention to the performance of the Executive\u2019s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the CEO. Notwithstanding the foregoing, the Executive will be permitted to (a)\u00a0with the prior consent of the CEO and which consent can be withheld by the CEO in his discretion, act or serve as a director, trustee, committee member or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Company\u2019s CEO; (b)\u00a0purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a)\u00a0and (b) do not interfere with the performance of the Executive\u2019s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in this Section\u00a02; and (c)\u00a0devote up to twenty-percent (20%) of his time to clinical activities not associated with Company.", "references": ["Construction", "Intellectual Property", "Headings", "Closings", "Brokers", "Vacations", "Qualifications", "Sales", "Disclosures", "Remedies", "General", "Litigations", "Compliance With Laws", "No Conflicts", "Assigns", "Forfeitures", "Entire Agreements", "Submission To Jurisdiction", "Miscellaneous", "Vesting", "Sanctions", "Defined Terms", "Interpretations", "No Waivers", "Books", "Benefits", "Participations", "Survival", "Notices", "Applicable Laws", "Duties"], "gold": ["Duties"]}
+{"input": "Notwithstanding anything herein to the contrary, all measurements and references related to Unit prices, Unit numbers and distribution amounts (other than those expressed in percentages) herein, shall be, in each instance, appropriately adjusted for unit splits, combinations, distributions and the like .", "references": ["Effectiveness", "Waiver Of Jury Trials", "Tax Withholdings", "Costs", "Binding Effects", "Counterparts", "Indemnifications", "Severability", "Existence", "Positions", "Agreements", "Liens", "Effective Dates", "Governing Laws", "Death", "Erisa", "Releases", "Anti-Corruption Laws", "Fees", "Defined Terms", "Headings", "Subsidiaries", "Powers", "Disability", "Records", "Amendments", "Financial Statements", "Litigations", "Approvals", "Representations", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement may be amended or supplemented only by a writing signed by both of the Parties hereto.", "references": ["Terms", "Indemnifications", "Compliance With Laws", "Closings", "Consent To Jurisdiction", "Submission To Jurisdiction", "Specific Performance", "Governing Laws", "Notices", "Cooperation", "No Conflicts", "Applicable Laws", "Publicity", "Benefits", "Construction", "Agreements", "Consents", "Records", "Jurisdictions", "Transactions With Affiliates", "Payments", "Taxes", "Defined Terms", "Representations", "Authority", "Headings", "Authorizations", "Titles", "Books", "Intellectual Property", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement, the AMENDED CREDIT AGREEMENT and the other CREDIT Documents REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN.\u00a0\u00a0ADDITIONALLY, This Agreement, the Credit Agreement as amended by this Agreement, and the other CREDIT Documents MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.", "references": ["Submission To Jurisdiction", "Publicity", "Notices", "Approvals", "Transactions With Affiliates", "Benefits", "Vacations", "Enforcements", "Brokers", "Subsidiaries", "Agreements", "Amendments", "No Defaults", "Governing Laws", "Releases", "Titles", "Interests", "Headings", "Fees", "Successors", "Consent To Jurisdiction", "Authority", "Consents", "Litigations", "Modifications", "Liens", "Counterparts", "Enforceability", "Sanctions", "Adjustments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The provisions of this Agreement will be held in strictest confidence by you and will not be publicized or disclosed in any manner whatsoever;\u00a0provided, however,\u00a0that: (a)\u00a0you may disclose this Agreement in confidence to your immediate family; (b)\u00a0you may disclose this Agreement in confidence to your attorney, accountant, auditor, tax preparer, and financial advisor; and (c)\u00a0you may disclose this Agreement insofar as such disclosure may be required by law.", "references": ["Forfeitures", "Disability", "Duties", "Applicable Laws", "Enforcements", "Capitalization", "Interests", "Vesting", "Defined Terms", "Taxes", "Death", "Further Assurances", "Amendments", "Agreements", "Counterparts", "Headings", "Representations", "Enforceability", "Anti-Corruption Laws", "Authority", "No Conflicts", "Expenses", "Disclosures", "Terminations", "Publicity", "Participations", "Assigns", "Compliance With Laws", "Solvency", "Consent To Jurisdiction", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Revolver Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Credit Lender\u2019s Applicable Percentage of each LC Disbursement with respect to a Letter of Credit made by such Issuing Bank and not reimbursed by the Revolver Borrowers on the date due as provided in paragraph (e)\u00a0of this Section, or of any reimbursement payment required to be refunded to the Revolver Borrowers for any reason in respect thereof. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit, and such Revolving Credit Lender\u2019s obligations under Section\u00a02.7(e) are absolute and unconditional and shall not be affected by any circumstance including (i)\u00a0any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Bank, the Revolver Borrowers or any other Person for any reason whatsoever, (ii)\u00a0the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section\u00a04, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv)\u00a0any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender or any reduction in or termination of the Revolving Credit Commitments or (v)\u00a0any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.", "references": ["Venues", "Integration", "Waiver Of Jury Trials", "No Conflicts", "No Defaults", "Non-Disparagement", "Arbitration", "Use Of Proceeds", "Indemnifications", "Employment", "Change In Control", "Modifications", "Terminations", "Transactions With Affiliates", "Forfeitures", "Consents", "Intellectual Property", "Taxes", "Approvals", "Assigns", "Further Assurances", "Cooperation", "Solvency", "Fees", "Warranties", "Submission To Jurisdiction", "Insurances", "Erisa", "Entire Agreements", "Brokers", "Participations"], "gold": ["Participations"]}
+{"input": "No waiver or course of dealing shall be established by (a)\u00a0the failure or delay of Agent or any Lender to require strict performance by Obligors with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b)\u00a0the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c)\u00a0acceptance by Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein.\u00a0 It is expressly acknowledged by Obligors that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.", "references": ["Vesting", "Erisa", "Counterparts", "Consent To Jurisdiction", "No Conflicts", "Authorizations", "Benefits", "Amendments", "Liens", "Definitions", "Insurances", "Vacations", "Construction", "Sales", "Records", "Litigations", "Terminations", "Enforceability", "Indemnifications", "Remedies", "Interests", "Severability", "Effective Dates", "Venues", "General", "Forfeitures", "Anti-Corruption Laws", "Successors", "Payments", "Organizations", "Waivers"], "gold": ["Waivers"]}
+{"input": "Awards may be granted on the terms and conditions set forth in this Section \u00a06 . Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award, at the date of grant or thereafter (subject to Section \u00a010 ), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.", "references": ["Waivers", "Titles", "Employment", "Miscellaneous", "Construction", "Remedies", "Books", "Applicable Laws", "Arbitration", "Capitalization", "Definitions", "Integration", "Disclosures", "Sales", "Warranties", "Expenses", "Effective Dates", "Forfeitures", "Consent To Jurisdiction", "Further Assurances", "Litigations", "Subsidiaries", "Disability", "Assigns", "Modifications", "Intellectual Property", "Use Of Proceeds", "No Conflicts", "Erisa", "Submission To Jurisdiction", "General"], "gold": ["General"]}
+{"input": "The execution, delivery and performance of this Agreement by the Subscriber do not, and the consummation of the transaction contemplated hereby by the Subscriber will not, violate, conflict with or result in a breach of or constitute a default (with or without notice or lapse of time, or both) under any agreement, instrument, permit, franchise, license, judgment or order applicable to the Subscriber, other than such conflicts, breaches or defaults that, individually or in the aggregate, are not material to the Subscriber\u2019s ability to perform its obligations hereunder and would not prohibit or restrict or delay, in any material respect, the performance by the Subscriber of its obligations hereunder.", "references": ["Terminations", "Withholdings", "Base Salary", "Authority", "Employment", "Assigns", "Cooperation", "Effectiveness", "Titles", "Disclosures", "Closings", "Participations", "Records", "Insurances", "Subsidiaries", "Fees", "Consent To Jurisdiction", "Arbitration", "Authorizations", "Jurisdictions", "Miscellaneous", "Sales", "Enforcements", "Expenses", "Litigations", "Assignments", "Change In Control", "Sanctions", "Books", "Warranties", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Issuing Entity, in its sole discretion, may make all deposits to the Series 2018-1 Interest Funding Account and the Series 2018-1 Principal Funding Account with respect to any Distribution Date net of, and after giving effect to, all reallocations to be made pursuant to Article III .", "references": ["Effectiveness", "Enforceability", "No Waivers", "Death", "Participations", "Use Of Proceeds", "Waiver Of Jury Trials", "Subsidiaries", "Amendments", "Severability", "Indemnifications", "Employment", "Survival", "Positions", "Waivers", "Venues", "Releases", "Counterparts", "Agreements", "Financial Statements", "Qualifications", "Indemnity", "Brokers", "Binding Effects", "Taxes", "Notices", "Capitalization", "Miscellaneous", "Defined Terms", "No Defaults", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement and any amendment hereto may be executed in several counterparts, and by each Party on separate counterparts, each of which and any photocopies, facsimile copies and other electronic methods of transmission thereof shall be deemed an original, but all of which together shall constitute one and the same agreement. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a \u201c.pdf\u201d format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or \u201c.pdf\u201d signature page were an original thereof. No Party hereto shall raise the use of a facsimile machine or e-mail delivery of a \u201c.pdf\u201d format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a \u201c.pdf\u201d format data file as a defense to the formation or enforceability of a contract, and each Party hereto forever waives any such defense.", "references": ["Waivers", "Enforcements", "Powers", "Insurances", "Miscellaneous", "Sanctions", "Applicable Laws", "Erisa", "Closings", "General", "Disclosures", "Effectiveness", "No Defaults", "Brokers", "Tax Withholdings", "Titles", "Remedies", "Indemnity", "Subsidiaries", "Benefits", "Costs", "Financial Statements", "Liens", "Terms", "Compliance With Laws", "Participations", "Assigns", "Expenses", "Publicity", "Integration", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of each such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.", "references": ["Adjustments", "Existence", "Binding Effects", "Brokers", "Forfeitures", "Sanctions", "Governing Laws", "Jurisdictions", "Authority", "Interpretations", "Powers", "Effectiveness", "Confidentiality", "Death", "Transactions With Affiliates", "Miscellaneous", "Arbitration", "Assigns", "Enforceability", "Use Of Proceeds", "Participations", "Employment", "Organizations", "Defined Terms", "Subsidiaries", "Amendments", "Change In Control", "Qualifications", "Fees", "Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days; provided that, in the case of a UK Revolver Loan made in Sterling, such calculation shall be made on the basis of a 365 day year (or a 366 day year, in the case of a leap year). Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section\u00a03.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section\u00a03.4, 3.6, 3.7, 3.9 or 5.9 , submitted to US Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate.", "references": ["No Defaults", "Positions", "Subsidiaries", "Enforcements", "Binding Effects", "Publicity", "Financial Statements", "Interests", "Books", "Consent To Jurisdiction", "Transactions With Affiliates", "Tax Withholdings", "Withholdings", "Confidentiality", "Sales", "Assignments", "Agreements", "Organizations", "Specific Performance", "Warranties", "Cooperation", "Waiver Of Jury Trials", "Erisa", "Death", "General", "Capitalization", "Applicable Laws", "Employment", "Non-Disparagement", "Miscellaneous", "Fees"], "gold": ["Fees"]}
+{"input": "All legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses, except as provided in Section 2(c) or Section\u00a05 .", "references": ["Costs", "Indemnity", "Waivers", "Disability", "Terms", "Releases", "No Defaults", "Anti-Corruption Laws", "Definitions", "Enforceability", "Fees", "Participations", "Effectiveness", "Withholdings", "Integration", "Warranties", "Tax Withholdings", "Amendments", "No Waivers", "Adjustments", "Further Assurances", "Jurisdictions", "Liens", "Headings", "Miscellaneous", "Entire Agreements", "Publicity", "Enforcements", "Change In Control", "Submission To Jurisdiction", "Expenses"], "gold": ["Expenses"]}
+{"input": "From and after the execution date of this Agreement and continuing beyond the expiration or termination of this Agreement, the Company agrees that it will direct its executive officers to refrain (and that the Company will use its reasonable best efforts to cause the Company\u2019s directors to refrain) from making any statement(s) that disparage Consultant, and Consultant agrees to refrain from making any statement(s) that disparage the Company, its directors or executive officers. Nothing in this Agreement should be construed to limit Consultant from (i) complying with any valid subpoena or court order (about which Consultant shall provide the Company with prompt notice, a copy of the subpoena or court order, and a transcript of any testimony, all to the maximum extent permitted by applicable law or policy); (ii) cooperating with any government investigation; (iii) voluntarily communicating, without notice to or approval by the Company, with any government agency regarding a potential violation of any law or regulation; (iv) cooperating with any reasonable requests by the Company; or (v) responding to statements made about her that Consultant reasonably believes to be untruthful or defending herself in connection with any litigation or investigation. Similarly, nothing in this Agreement should be construed to limit the Company or any of its directors, officers or employees from (a) complying with any valid subpoena or court order; (b) making statements that it concludes in good faith after consultation with counsel (i) are appropriate in filings, releases, and other documents prepared in connection with applicable securities laws or (ii) may otherwise be required under any other applicable law; (c) conducting in good faith investigations or inquiries regarding any potential violation of law; (d) communicating with any government agency; or (e) responding to untruthful statements made about them or defending themselves in connection with any litigation or investigation.", "references": ["Survival", "Base Salary", "Erisa", "Jurisdictions", "Sales", "Liens", "Applicable Laws", "Vacations", "Waivers", "Records", "Brokers", "Vesting", "Assigns", "Death", "Indemnity", "Sanctions", "Integration", "Submission To Jurisdiction", "Solvency", "Change In Control", "Adjustments", "Duties", "Defined Terms", "Modifications", "Financial Statements", "Further Assurances", "No Conflicts", "Warranties", "Publicity", "Employment", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "All federal, state or local taxes that the Administrator determines are required to be withheld from any payments made pursuant to this Article VIII shall be withheld by the Company. Each Participant shall be solely responsible for any and all taxes payable on any sums distributed to or on behalf of any Participant under this Plan.", "references": ["General", "Capitalization", "Tax Withholdings", "Publicity", "Successors", "Financial Statements", "Sanctions", "Effective Dates", "Warranties", "Sales", "Change In Control", "Intellectual Property", "Qualifications", "Authority", "Survival", "Agreements", "Insurances", "Use Of Proceeds", "Releases", "Terminations", "Closings", "Venues", "Transactions With Affiliates", "Representations", "Interests", "Non-Disparagement", "Headings", "Defined Terms", "Disability", "Benefits", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with Section 409A of the Code and the regulations thereunder or any other applicable law and may also amend, suspend or terminate this Agreement subject to the terms of the Plan. The award of Restricted Stock pursuant to this Agreement is not intended to be considered \u201cdeferred compensation\u201d for the purposes of Section 409A of the Code.", "references": ["Further Assurances", "Titles", "Liens", "Effective Dates", "Integration", "Sales", "Change In Control", "Base Salary", "Erisa", "Interpretations", "Transactions With Affiliates", "Agreements", "Publicity", "No Conflicts", "Capitalization", "Survival", "Submission To Jurisdiction", "Participations", "Brokers", "Closings", "Headings", "Modifications", "Assigns", "Costs", "Anti-Corruption Laws", "Intellectual Property", "Applicable Laws", "Definitions", "Terms", "Benefits", "Amendments"], "gold": ["Amendments"]}
+{"input": "On the Closing Date, there are (i)\u00a0no material strikes, lockouts, stoppages or slowdowns or any other material labor disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower or any its Subsidiaries, threatened or planned and (ii)\u00a0no union representation questions with respect to the Borrower or any of its Subsidiaries.", "references": ["Waivers", "Duties", "Intellectual Property", "Agreements", "Interpretations", "Remedies", "Severability", "Modifications", "Non-Disparagement", "Binding Effects", "Tax Withholdings", "Specific Performance", "Base Salary", "General", "Powers", "Jurisdictions", "Cooperation", "Indemnity", "Forfeitures", "Death", "Venues", "No Defaults", "Titles", "Applicable Laws", "Interests", "Existence", "Releases", "Insurances", "Taxes", "Entire Agreements", "Employment"], "gold": ["Employment"]}
+{"input": "The Company will maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities in similar geographic areas. Such insurance shall be in such minimum amounts that the Company will not be deemed a co-insurer under applicable insurance laws, regulations and policies and otherwise shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Collateral Agent.", "references": ["Authority", "Withholdings", "Submission To Jurisdiction", "Expenses", "Survival", "Intellectual Property", "Solvency", "Adjustments", "Compliance With Laws", "Vesting", "Qualifications", "Remedies", "Interests", "Subsidiaries", "Closings", "Assignments", "Benefits", "Financial Statements", "Participations", "Indemnity", "Enforcements", "Headings", "Specific Performance", "Notices", "Governing Laws", "Amendments", "Payments", "Confidentiality", "Disability", "Defined Terms", "Insurances"], "gold": ["Insurances"]}
+{"input": "If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.", "references": ["Confidentiality", "Terms", "Litigations", "Definitions", "Interpretations", "Interests", "Solvency", "Subsidiaries", "Entire Agreements", "Releases", "Base Salary", "Authority", "Venues", "Brokers", "Effective Dates", "Vesting", "Publicity", "Erisa", "Successors", "Tax Withholdings", "Positions", "Disclosures", "Duties", "Waivers", "Governing Laws", "Transactions With Affiliates", "Books", "Enforcements", "Existence", "Titles", "Severability"], "gold": ["Severability"]}
+{"input": "Guarantor has filed all material tax returns and reports required by Applicable Law to have been filed by it and has paid all material taxes, assessments and governmental charges, to its knowledge, owing by it, other than any such taxes, assessments or charges that are not yet delinquent or are being contested in good faith by appropriate proceedings.", "references": ["General", "Integration", "Employment", "Submission To Jurisdiction", "Powers", "Positions", "Sanctions", "Forfeitures", "Waiver Of Jury Trials", "Applicable Laws", "Titles", "No Conflicts", "Insurances", "Interests", "Intellectual Property", "Books", "Withholdings", "Approvals", "Assignments", "Defined Terms", "Definitions", "Qualifications", "Survival", "Change In Control", "Amendments", "Jurisdictions", "Construction", "Anti-Corruption Laws", "Expenses", "Liens", "Taxes"], "gold": ["Taxes"]}
+{"input": "(a)\u00a0Each of the Group Members has good record and marketable title, and with respect to the Eligible Unencumbered Assets, title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, or a valid leasehold interest in, all its other Property, and none of such Property is subject to any Lien except as permitted by Section\u00a07.3 or (in the case of any Property other than an Eligible Unencumbered Asset) as could otherwise be expected to have a Material Adverse Effect. Such Liens in the aggregate do not materially and adversely affect the value, operation or use of the applicable Real Property (as currently used) or the Borrower\u2019s ability to repay the Loans.", "references": ["Applicable Laws", "Qualifications", "Waiver Of Jury Trials", "Assignments", "Modifications", "Capitalization", "Base Salary", "Closings", "Survival", "Withholdings", "Sales", "Warranties", "Publicity", "Enforcements", "Terms", "Integration", "Authorizations", "Employment", "Construction", "Consents", "Vacations", "Defined Terms", "Further Assurances", "Expenses", "Authority", "Erisa", "Organizations", "Indemnity", "Adjustments", "Successors", "Liens"], "gold": ["Liens"]}
+{"input": "If any one or more provisions of this Agreement shall, for any reasons, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.", "references": ["Benefits", "Amendments", "Entire Agreements", "Anti-Corruption Laws", "Terminations", "Jurisdictions", "No Waivers", "Effectiveness", "Sanctions", "Non-Disparagement", "Submission To Jurisdiction", "Change In Control", "Defined Terms", "Publicity", "Effective Dates", "Interpretations", "Costs", "Arbitration", "Integration", "Death", "Notices", "Financial Statements", "Titles", "Counterparts", "Erisa", "Miscellaneous", "Assignments", "Indemnity", "Applicable Laws", "Books", "Severability"], "gold": ["Severability"]}
+{"input": "In case any one or more of the provisions or parts of a provision contained in this Agreement shall , for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement ; and this Agreement shall , to the fullest extent lawful , be reformed and construed as if such invalid or illegal or unenforceable provision , or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible . Without limiting the foregoing , if any provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject , it shall be construed by limiting and reducing it , so as to be enforceable to the fullest extent compatible with then existing applicable law .", "references": ["Payments", "Sales", "Publicity", "Modifications", "Venues", "Integration", "Compliance With Laws", "Expenses", "Death", "Qualifications", "Taxes", "Organizations", "Disclosures", "Erisa", "Closings", "No Defaults", "Agreements", "Employment", "Applicable Laws", "Definitions", "No Waivers", "Assigns", "Binding Effects", "Change In Control", "Submission To Jurisdiction", "Transactions With Affiliates", "Participations", "Books", "Existence", "Consents", "Severability"], "gold": ["Severability"]}
+{"input": "If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, then, to the fullest extent permitted by law, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)\u00a0the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.", "references": ["Insurances", "Further Assurances", "Powers", "Defined Terms", "Submission To Jurisdiction", "Indemnifications", "Amendments", "Death", "Definitions", "Tax Withholdings", "Disclosures", "Survival", "Warranties", "Existence", "Authorizations", "Assignments", "Use Of Proceeds", "Participations", "Enforcements", "Specific Performance", "Effective Dates", "Waiver Of Jury Trials", "Terms", "Notices", "No Conflicts", "Financial Statements", "Change In Control", "Terminations", "Records", "Consents", "Severability"], "gold": ["Severability"]}
+{"input": "No uncertainty or ambiguity herein shall be construed or resolved against the Secured Party or Obligors, whether under any rule of construction or otherwise. This Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.", "references": ["Change In Control", "Anti-Corruption Laws", "Integration", "Entire Agreements", "Records", "Definitions", "Further Assurances", "Applicable Laws", "Existence", "Non-Disparagement", "Participations", "Titles", "Tax Withholdings", "Agreements", "Effectiveness", "Enforcements", "Representations", "Amendments", "Vesting", "No Defaults", "Severability", "Terms", "Arbitration", "Waiver Of Jury Trials", "Assigns", "Employment", "Warranties", "Brokers", "Fees", "Modifications", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Each Credit Party agrees that if this Agreement or any of the other Transaction Documents shall, in the reasonable opinion of the Creditors, at any time be deemed by the Creditors for any reason insufficient in whole or in part to carry out the true intent and spirit hereof or thereof, it will execute or cause to be executed such other and further assurances and documents as in the opinion of the Creditors may be required in order to more effectively accomplish the purposes of this Agreement and/or the other Transaction Documents (including, without limitation, to create, perfect, vest in favor of the Security Trustee or protect the priority of security conferred or intended to be conferred by or pursuant to the Transaction Documents).", "references": ["Insurances", "Death", "Counterparts", "Assigns", "Adjustments", "Binding Effects", "Indemnity", "Integration", "Change In Control", "Terms", "Applicable Laws", "Vacations", "Powers", "Effective Dates", "Interpretations", "General", "Definitions", "Effectiveness", "Transactions With Affiliates", "Titles", "Vesting", "Forfeitures", "Brokers", "Duties", "Governing Laws", "Submission To Jurisdiction", "Tax Withholdings", "Enforcements", "Expenses", "Anti-Corruption Laws", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties; provided that, transactions among the Group Members (and no other Affiliate) may be more favorable to a Loan Party, (b) transactions between or among the Loan Parties not involving any other Affiliate, (c) transactions described on Schedule 7.10 , (d) any Affiliate who is an individual may serve as director, officer, employee or consultant of the Borrower or any of its Subsidiaries and may receive reasonable compensation and indemnification and expense reimbursement (including pursuant to plans or policies approved by the board of directors of the Borrower) for his or her services in such capacity, (e) the Borrower or any of its Subsidiaries may enter into nonexclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property with the Borrower or any of its Subsidiaries, (f) transactions permitted by Sections 7.2(b) or (c), Sections 7.4(a) or (b) or Section 7.5(c), Restricted Payments permitted by Section 7.6 and any Investment, Loan, advance or guarantee obligation permitted by clauses (d), (e), (g), (h), (i), (j), (o) or (p) of Section 7.8, (g) transition service or similar arrangements, intellectual property licenses, reseller agreements and similar arrangements entered into with the Net Smart Joint Venture upon consummation of the Investments contemplated by Section 7.8(t), (h) sales of common stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith and (i) any transaction with an Affiliate where the only consideration paid by any Loan Party is common stock of the Borrower.", "references": ["Costs", "Death", "Liens", "Consent To Jurisdiction", "Expenses", "Compliance With Laws", "Headings", "Disclosures", "Solvency", "Specific Performance", "Governing Laws", "Assigns", "Authorizations", "Modifications", "Records", "Agreements", "Litigations", "Duties", "Definitions", "Arbitration", "Forfeitures", "Publicity", "Books", "Brokers", "Integration", "Use Of Proceeds", "Enforcements", "Employment", "Warranties", "Non-Disparagement", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Banks or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e)\u00a0of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Modifications", "Effectiveness", "Fees", "Warranties", "Positions", "Tax Withholdings", "Construction", "Brokers", "Survival", "Use Of Proceeds", "Miscellaneous", "Cooperation", "Successors", "No Waivers", "Terminations", "Terms", "No Conflicts", "Disability", "Subsidiaries", "Erisa", "Disclosures", "Binding Effects", "Qualifications", "Benefits", "Jurisdictions", "Confidentiality", "Integration", "Non-Disparagement", "Entire Agreements", "Venues", "Participations"], "gold": ["Participations"]}
+{"input": "Except as modified by this Amendment, the Lease remains in full force and effect and is hereby ratified and affirmed by Landlord and Tenant. This Amendment evidences the entire agreement among the parties regarding the subject matter hereof. In the event of any conflict between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall govern and control.", "references": ["Vesting", "Specific Performance", "Governing Laws", "Waiver Of Jury Trials", "Taxes", "Survival", "Compliance With Laws", "Capitalization", "Insurances", "Liens", "Books", "Entire Agreements", "Vacations", "Records", "Adjustments", "Representations", "Successors", "Withholdings", "Amendments", "Costs", "Indemnifications", "Waivers", "Authorizations", "Remedies", "Powers", "Integration", "Sales", "Severability", "Terminations", "Death", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower.\u00a0 Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.\u00a0 If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the \u201c Resignation Effective Date \u201d), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided , that , in no event shall any successor Administrative Agent be a Defaulting Lender.\u00a0 Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.", "references": ["Releases", "Subsidiaries", "Waivers", "Jurisdictions", "Base Salary", "Effective Dates", "Organizations", "Representations", "Forfeitures", "Authority", "Vesting", "Specific Performance", "No Defaults", "Headings", "Transactions With Affiliates", "Tax Withholdings", "Approvals", "Titles", "Confidentiality", "Interests", "Use Of Proceeds", "Liens", "Fees", "Submission To Jurisdiction", "Indemnifications", "Consent To Jurisdiction", "Sales", "Insurances", "Counterparts", "Costs", "Notices"], "gold": ["Notices"]}
+{"input": "Except as set forth on Schedule 3(p) attached hereto, no current or former employee, partner, director, officer or stockholder (direct or indirect) of the Corporation, or any associate, or, to the knowledge of the Corporation, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, (i) a party to any transaction with the Corporation (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative (other than for ordinary course services as employees, officers or directors of the Corporation)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Corporation, nor does any such Person receive income from any source other than the Corporation which relates to the business of the Corporation or should properly accrue to the Corporation. No employee, officer, stockholder or director of the Corporation or member of his or her immediate family is indebted to the Corporation, as the case may be, nor is the Corporation indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Corporation, and (iii) for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Corporation).", "references": ["Sanctions", "Forfeitures", "Jurisdictions", "Modifications", "Consents", "Base Salary", "Enforcements", "Qualifications", "Participations", "Amendments", "Capitalization", "Defined Terms", "Litigations", "Binding Effects", "Vesting", "Organizations", "Employment", "Adjustments", "Titles", "Liens", "Remedies", "No Defaults", "Consent To Jurisdiction", "Compliance With Laws", "Withholdings", "Miscellaneous", "No Waivers", "Governing Laws", "Submission To Jurisdiction", "Notices", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "If Participant remains employed by the Company and the performance measure set forth on Exhibit A (the \u201cPerformance Measure\u201d) is met, the RSUs and the right to the Shares shall vest on the third anniversary of the Grant Date (the \u201cVesting Date\u201d). If the Performance Measure has not been achieved on or prior to the Vesting Date or the Participant is not employed by the Company on the Vesting Date, the RSUs shall be forfeited as of the Vesting Date, and no amount shall be payable under this Agreement.", "references": ["Headings", "Waivers", "Agreements", "Tax Withholdings", "Miscellaneous", "Successors", "Liens", "Terminations", "No Waivers", "Survival", "Notices", "General", "Enforceability", "Indemnity", "Binding Effects", "Powers", "Effective Dates", "Enforcements", "Disclosures", "Closings", "Compliance With Laws", "Authorizations", "Existence", "Authority", "Interpretations", "Sanctions", "Taxes", "Subsidiaries", "Construction", "Expenses", "Vesting"], "gold": ["Vesting"]}
+{"input": "From January\u00a01, 2019 until December\u00a031, 2019, you will receive transition payments at the rate of $10,000 per month.\u00a0 These transition payments will be paid 80% by FVE and 20% by RMR.\u00a0 Subject to any contribution required by you consistent with past practices, FVE will also maintain and provide your current insurance and employee benefits until the Separation Date, except that you will not accrue any vacation time.", "references": ["Successors", "Survival", "Agreements", "Defined Terms", "Remedies", "Benefits", "Assigns", "Approvals", "Applicable Laws", "Indemnity", "Compliance With Laws", "Litigations", "Binding Effects", "Notices", "Closings", "Costs", "Titles", "Terms", "Use Of Proceeds", "Modifications", "Existence", "No Conflicts", "Subsidiaries", "Death", "Waiver Of Jury Trials", "Cooperation", "Miscellaneous", "Confidentiality", "Insurances", "Books", "Payments"], "gold": ["Payments"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.07(b)(vi) )) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however , (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Applicable Laws", "Amendments", "Cooperation", "Jurisdictions", "Notices", "Entire Agreements", "Costs", "Transactions With Affiliates", "Existence", "Benefits", "Sales", "Enforcements", "Withholdings", "Compliance With Laws", "No Defaults", "Approvals", "Interpretations", "Organizations", "Authority", "Powers", "Payments", "Warranties", "Expenses", "Authorizations", "Assignments", "Counterparts", "Defined Terms", "Forfeitures", "Integration", "Indemnifications", "Releases"], "gold": ["Releases"]}
+{"input": "On or before the last business day of the month following the close of each calendar month, (a) Assignor shall deliver to Assignee a statement showing, in reasonable detail, the balance of the Net Revenue Account as of the end of such calendar month, and (b) Assignor shall pay to Assignee an amount equal to 12.50% of the Net Revenue, if any, for such calendar month (the \u201cProduction Payment\u201d ). Assignee and its representatives shall have the right to audit the Net Revenue Account and records relating to the Net Revenue Account upon request, such request not to be made more than once annually, to be performed at the sole cost and expense of Assignee, except as provided below. Upon such a request, Assignor shall make available to Assignee or its designated representative all records of account and supporting documentation within thirty (30) days. Assignee may specify the time period for such audit, not to exceed twenty-four (24) months. In the event the Assignee finds any discrepancy of more than 5% in the amount of proceeds paid to Assignee and the amount of proceeds which were due to Assignee, the Assignor shall pay all of the costs and expenses of the audit. The Assignor shall promptly pay the amount of any deficiency in the proceeds paid to the Assignee hereunder which are discovered as a result of any audit, from the date originally due.", "references": ["Powers", "Effective Dates", "Authority", "Releases", "Applicable Laws", "Financial Statements", "Liens", "Cooperation", "No Conflicts", "Change In Control", "Approvals", "Specific Performance", "Arbitration", "Books", "Effectiveness", "Venues", "Jurisdictions", "Disability", "Integration", "Benefits", "Vacations", "Authorizations", "Sanctions", "General", "Governing Laws", "Disclosures", "Counterparts", "Records", "Publicity", "Terminations", "Payments"], "gold": ["Payments"]}
+{"input": "The Senior Vice President, Human Resources will be empowered to make all determinations or interpretations contemplated under this letter agreement, which determinations and interpretations will be binding and conclusive on you and the Company.", "references": ["No Conflicts", "Use Of Proceeds", "Payments", "Vacations", "Further Assurances", "Terms", "Sanctions", "Indemnifications", "Defined Terms", "Brokers", "Financial Statements", "Records", "Submission To Jurisdiction", "General", "Expenses", "Remedies", "Approvals", "Liens", "Waiver Of Jury Trials", "Authority", "Disability", "Employment", "Sales", "Non-Disparagement", "Erisa", "Venues", "Binding Effects", "Positions", "Organizations", "Solvency", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "If, at any time, there is any change in (i) GAAP or (ii) any other definition, convention or calculation that would affect amounts to be paid pursuant to the terms of this Exhibit B, then such changed definition, convention or calculation shall not apply to either party\u2019s performance of the Agreement unless both parties hereto consent in writing to the application of such changed definition, convention or calculation, and pending such written consent, the parties hereto shall endeavor to preserve the intent of the parties at the time of the execution of the Agreement with regard to all calculations pursuant to this Exhibit B.", "references": ["Entire Agreements", "Notices", "Vesting", "Further Assurances", "Assigns", "Financial Statements", "Positions", "Intellectual Property", "Enforceability", "Expenses", "Existence", "Withholdings", "Warranties", "Solvency", "Consents", "Representations", "Payments", "Consent To Jurisdiction", "Headings", "Jurisdictions", "Death", "Publicity", "Organizations", "Costs", "Employment", "Use Of Proceeds", "Fees", "Duties", "General", "Releases", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Borrower and the Guarantors shall execute and deliver to Agent and Lenders such additional consents and affirmations and other documents (including, without limitation, amendments to the Security Documents) as the Agent may reasonably require to evidence such extension and maintain the effectiveness of the Loan Documents and the priority and enforceability thereof, and the Borrower shall pay the cost of any legal fees, title endorsement or update thereto or any update of UCC searches, recordings costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are required to be paid in connection with such extension.", "references": ["Enforceability", "General", "Sales", "Effective Dates", "Construction", "Brokers", "Miscellaneous", "Titles", "Erisa", "Indemnifications", "Effectiveness", "Vesting", "Confidentiality", "Sanctions", "Organizations", "Adjustments", "Positions", "Consent To Jurisdiction", "Financial Statements", "Approvals", "Transactions With Affiliates", "Interpretations", "Consents", "Specific Performance", "Payments", "Liens", "Governing Laws", "Definitions", "Arbitration", "Capitalization", "Expenses"], "gold": ["Expenses"]}
+{"input": "Except for violations or failures that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each of the Loan Parties and their respective Restricted Subsidiaries has timely filed all United States federal Tax returns and all other Tax returns that are required to be filed and has paid all Taxes (including any Taxes payable in the capacity of a withholding agent) levied on it or its income, profits or Properties, except such Taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP. Except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, no Tax Liens have been filed and no claims are being asserted with respect to any such Taxes. As of the Closing Date, there is no current or proposed Tax audit, Tax assessment, deficiency or other claim against any Loan Party or their respective Restricted Subsidiaries that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.", "references": ["Benefits", "No Waivers", "Financial Statements", "Headings", "Authorizations", "Specific Performance", "Compliance With Laws", "Counterparts", "Costs", "Disclosures", "Cooperation", "Solvency", "Waiver Of Jury Trials", "Disability", "Indemnifications", "Sales", "Entire Agreements", "Withholdings", "Powers", "Remedies", "Capitalization", "Fees", "Insurances", "Positions", "Interests", "Assigns", "Integration", "Vesting", "Effective Dates", "Brokers", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company shall indemnify the Executive and hold the Executive harmless from liability for acts or decisions made by the Executive while performing services for the Company to the greatest extent permitted by applicable law. The Company shall use its best efforts to obtain coverage for the Executive under any insurance policy now in force or hereafter obtained during the term of this Agreement insuring officers and directors of the Company against such liability.", "references": ["Adjustments", "Jurisdictions", "Erisa", "Terminations", "Closings", "Terms", "Binding Effects", "Sanctions", "Further Assurances", "Releases", "Miscellaneous", "Survival", "Severability", "Solvency", "Taxes", "Authority", "Withholdings", "Transactions With Affiliates", "Vesting", "Insurances", "Vacations", "Arbitration", "No Defaults", "Books", "Defined Terms", "Waivers", "Integration", "Applicable Laws", "Tax Withholdings", "Payments", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Obligation evidenced by this Revolver Note is secured by the Security Documents and guaranteed by the Subsidiary Guaranties. While any uncured Event of Default exists, Holder may, subject to the Collateral Agency Agreement, proceed against any Collateral and/or Obligor(s) and/or the Collateral Agent in such order and manner as Holder in its sole discretion may determine, provided that Holder will not be obligated to proceed against any Collateral or Person.", "references": ["Effectiveness", "Forfeitures", "Interests", "Intellectual Property", "Positions", "Applicable Laws", "Defined Terms", "Solvency", "Publicity", "Existence", "General", "Capitalization", "Books", "Costs", "Records", "Representations", "Definitions", "Specific Performance", "Amendments", "Payments", "Further Assurances", "Insurances", "Taxes", "Headings", "Withholdings", "Liens", "Indemnity", "Authority", "Assigns", "Notices", "Remedies"], "gold": ["Remedies"]}
+{"input": "No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Obligor or Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract or in the payment of any Borrowed Money in excess of $2,000,000. There is no basis upon which any party (other than an Obligor or Subsidiary) could terminate a Material Contract prior to its scheduled termination date.", "references": ["Sanctions", "Confidentiality", "Vacations", "Books", "Transactions With Affiliates", "Anti-Corruption Laws", "Liens", "Death", "Disability", "Litigations", "Survival", "Solvency", "Financial Statements", "Defined Terms", "Closings", "Waiver Of Jury Trials", "Fees", "Erisa", "Expenses", "Change In Control", "Interpretations", "Employment", "Assigns", "Enforceability", "Terms", "Venues", "Participations", "Effectiveness", "Titles", "Authority", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The execution, delivery and performance by the Borrower and each of the other Loan Parties of each of the Loan Documents to which it is a party, and the borrowings hereunder and the transactions forming a part of the Transactions, (a) have been duly authorized by all corporate, stockholder or limited liability company or partnership action required to be obtained by the Borrower and such Loan Parties and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, (B) the certificate or articles of incorporation or other constitutive documents (including any limited liability company or operating agreements) or by-laws of the Borrower or any such Loan Parties, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which the Borrower or any such Loan Parties is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause\u00a0(i) or (ii) of this Section\u00a03.02 , would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any such Loan Parties, other than the Liens created by the Loan Documents and Liens permitted by Section\u00a06.02 .", "references": ["Interests", "Construction", "Positions", "Terminations", "Enforceability", "Vesting", "Amendments", "Expenses", "No Waivers", "Warranties", "Modifications", "Non-Disparagement", "Brokers", "Counterparts", "Enforcements", "Solvency", "Definitions", "Headings", "Cooperation", "Fees", "Notices", "Withholdings", "Interpretations", "Assignments", "Jurisdictions", "Anti-Corruption Laws", "Litigations", "Representations", "Agreements", "Intellectual Property", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to Executive, the address on file with the Bank, and if to the Bank, Prime Meridian Bank, 1897 Capital Circle NE, Second Floor, Tallahassee, Florida, Attention: Jill McMillan, or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.", "references": ["Indemnifications", "Waivers", "Successors", "Solvency", "Transactions With Affiliates", "Powers", "Forfeitures", "Interpretations", "Assignments", "Severability", "Definitions", "Enforceability", "Insurances", "Benefits", "Integration", "Liens", "General", "Consents", "Costs", "Closings", "Jurisdictions", "Authority", "Enforcements", "Modifications", "Capitalization", "Non-Disparagement", "Records", "Organizations", "Approvals", "Intellectual Property", "Notices"], "gold": ["Notices"]}
+{"input": "This Consulting Agreement contains all understandings and agreements between you and the Company regarding the subject of this Consulting Agreement and supersedes and replaces any prior correspondence or documents evidencing negotiations between the parties, whether written or oral, and any and all understandings, agreements or representations by or among the parties, whether written or oral, that related to the subject matter of this Consulting Agreement. Any change or addition to this Consulting Agreement must be in writing and signed by you and the Company. Notwithstanding the foregoing, (i) the terms of the Separation Agreement, (ii) the terms of the Employment Agreement referenced in the Separation Agreement and (iii) the terms of the Release, shall remain in effect and shall not be amended or modified by the terms of this Agreement.", "references": ["Jurisdictions", "Benefits", "No Waivers", "Notices", "Effective Dates", "Erisa", "Representations", "Remedies", "Tax Withholdings", "Use Of Proceeds", "General", "Definitions", "Releases", "Brokers", "Successors", "Integration", "Defined Terms", "Authorizations", "Subsidiaries", "Forfeitures", "Arbitration", "Solvency", "Construction", "Waiver Of Jury Trials", "Binding Effects", "Insurances", "Publicity", "Indemnity", "Counterparts", "Existence", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company and the Employer hereby employ the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a three-year period (the \u201cInitial Term\u201d), unless sooner terminated in accordance with the provisions of Section\u00a03, with such employment to automatically continue following the Initial Term for one additional one-year period (the \u201cExtended Term\u201d) in accordance with the terms of this Agreement (subject to termination as aforesaid) upon the end of the Initial Term and the anniversary thereof unless either party notifies the other party in writing of its intention not to renew this Agreement (a \u201cNotice of Non-Renewal\u201d) at least 180 days prior to the expiration of the Initial Term or the Extended Term (the Initial Term, together with the Extended Term, shall hereinafter be referred to as the \u201cTerm\u201d).", "references": ["Transactions With Affiliates", "Jurisdictions", "Records", "Solvency", "Taxes", "Base Salary", "Arbitration", "Modifications", "Duties", "Interpretations", "Defined Terms", "Binding Effects", "Sales", "Venues", "Costs", "Further Assurances", "Assignments", "Consents", "Brokers", "Successors", "Applicable Laws", "Withholdings", "Waivers", "Organizations", "Survival", "Specific Performance", "Indemnity", "Enforcements", "Warranties", "Erisa", "Terms"], "gold": ["Terms"]}
+{"input": "The terms of this Separation Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws rules. The Parties agree and consent to personal jurisdiction and service and venue in any federal or state court within Massachusetts having subject matter jurisdiction for purposes of any action, suit, or proceeding arising out of or related to this Separation Agreement. .", "references": ["Jurisdictions", "Disability", "Brokers", "Base Salary", "No Defaults", "Powers", "Adjustments", "Releases", "Duties", "Sanctions", "Successors", "Erisa", "Confidentiality", "No Waivers", "Withholdings", "Terminations", "Effectiveness", "Enforceability", "Organizations", "Construction", "Costs", "Headings", "Expenses", "Existence", "Solvency", "Agreements", "Subsidiaries", "Effective Dates", "Consents", "Definitions", "Venues"], "gold": ["Venues"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i)\u00a0the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section \u00a010.06(b)(vii) ) or (ii)\u00a0the Administrative Agent\u2019s good faith determination that there exists excess Cash Collateral; provided , however, (x)\u00a0that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section \u00a02.16 may be otherwise applied in accordance with Section \u00a08.03 ), and (y)\u00a0the Person providing Cash Collateral and the applicable L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Disability", "Remedies", "Miscellaneous", "Sales", "Further Assurances", "Waiver Of Jury Trials", "Compliance With Laws", "Liens", "Costs", "Indemnity", "Withholdings", "Publicity", "Submission To Jurisdiction", "Qualifications", "Anti-Corruption Laws", "Death", "Subsidiaries", "Severability", "Governing Laws", "Definitions", "Approvals", "Enforcements", "Solvency", "Litigations", "Books", "Erisa", "Authorizations", "Waivers", "Fees", "Closings", "Releases"], "gold": ["Releases"]}
+{"input": "All expenses incurred in connection with the discharge of Company obligations, including those set forth in Sections 6.1 , 6.2 and 6.3 , shall be borne by the Company.", "references": ["Further Assurances", "Base Salary", "Submission To Jurisdiction", "Headings", "Change In Control", "Interpretations", "Confidentiality", "Enforcements", "Participations", "General", "Brokers", "Counterparts", "Venues", "No Waivers", "Successors", "Terminations", "Titles", "Payments", "Specific Performance", "Benefits", "Powers", "No Conflicts", "Assignments", "Consents", "Agreements", "Tax Withholdings", "Disability", "Vacations", "Duties", "Forfeitures", "Expenses"], "gold": ["Expenses"]}
+{"input": "Interest on the Notes shall be payable in arrears on the last day of each calendar quarter, commencing with the calendar quarter ending March\u00a031, 2018.\u00a0 Interest charges shall be computed on the actual principal amount of Notes outstanding during the quarter preceding the payment date at a rate per annum equal to the Interest Rate.\u00a0 Upon the occurrence of a Specified Event of Default, or at the direction of the Required Noteholders upon the occurrence of any Event of Default, and during the continuation thereof, the Obligations shall bear interest at the applicable Interest Rate plus two (2%) percent per annum (the \u201c Default Rate \u201d).\u00a0 Agent shall notify Issuers of any accrual of interest at the Default Rate, provided , that, any failure to notify shall not impact or affect any of Agent\u2019s rights and remedies hereunder.", "references": ["Subsidiaries", "Consent To Jurisdiction", "Withholdings", "Litigations", "Change In Control", "Financial Statements", "Vesting", "Agreements", "Enforceability", "Titles", "Taxes", "Further Assurances", "Effective Dates", "Waivers", "Closings", "Intellectual Property", "Consents", "Cooperation", "Assigns", "Releases", "Capitalization", "Modifications", "Tax Withholdings", "Base Salary", "Remedies", "Entire Agreements", "Binding Effects", "Representations", "Expenses", "Records", "Interests"], "gold": ["Interests"]}
+{"input": "In the event of a dispute with respect to this Lease pursuant to an Arbitration Provision, or in any case when this Lease expressly provides for the settlement or determination of a dispute or question by an Expert pursuant to this Section \u00a034.2 (in any such case, a \u201c Section \u00a034.2 Dispute \u201d) such dispute shall be determined in accordance with an arbitration proceeding as set forth in this Section \u00a034.2 .", "references": ["Base Salary", "Warranties", "Modifications", "Remedies", "Terminations", "Assigns", "Consent To Jurisdiction", "Anti-Corruption Laws", "Employment", "Death", "Effectiveness", "Solvency", "Governing Laws", "Capitalization", "Duties", "Transactions With Affiliates", "Disability", "Applicable Laws", "Titles", "Powers", "Vacations", "No Conflicts", "Defined Terms", "Amendments", "Indemnity", "Publicity", "Payments", "Successors", "Sales", "Binding Effects", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "For U.S. federal income tax purposes, Purchaser and the Company intend that the Conversion will result in a value-for-value satisfaction of indebtedness of the Company\u2019s obligations under the LSA (within the meaning of Section 108(e)(8) of the Code) to the extent of the value of the Common Stock received by Purchaser in the Conversion.", "references": ["Representations", "Compliance With Laws", "Adjustments", "Terms", "Specific Performance", "Headings", "Entire Agreements", "Payments", "Positions", "Interests", "No Defaults", "Assigns", "Releases", "Participations", "Vacations", "Notices", "Indemnity", "Effective Dates", "Benefits", "Employment", "Intellectual Property", "Governing Laws", "Litigations", "Jurisdictions", "Transactions With Affiliates", "Further Assurances", "Severability", "Costs", "Consents", "Base Salary", "Taxes"], "gold": ["Taxes"]}
+{"input": "The terms and provisions of this Note shall be binding upon Maker and its successors and assigns, and shall inure to the benefit of Holder and its successors and assigns.", "references": ["Defined Terms", "Waivers", "Participations", "Anti-Corruption Laws", "Definitions", "Insurances", "Consents", "Indemnifications", "Sales", "Enforcements", "Taxes", "Intellectual Property", "Assigns", "Counterparts", "Arbitration", "Representations", "Effective Dates", "Closings", "Indemnity", "Jurisdictions", "Withholdings", "Interpretations", "Payments", "Warranties", "Employment", "Sanctions", "Further Assurances", "Applicable Laws", "Authorizations", "Terms", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Employer at the time of the delivery of such notice, and properly addressed to the Employer if addressed to the Board, at _________________________________.", "references": ["Insurances", "Solvency", "Further Assurances", "Liens", "Counterparts", "Fees", "Death", "Applicable Laws", "Duties", "Litigations", "Consent To Jurisdiction", "Compliance With Laws", "Remedies", "Effective Dates", "Submission To Jurisdiction", "Representations", "Indemnifications", "Brokers", "Terminations", "Costs", "Authority", "No Waivers", "Anti-Corruption Laws", "Taxes", "Use Of Proceeds", "Amendments", "Venues", "Defined Terms", "Adjustments", "Non-Disparagement", "Notices"], "gold": ["Notices"]}
+{"input": "To the extent that Employee is a citizen of California and subject to its law, then Employee is notified that the foregoing assignment shall not include inventions excluded under Cal. Lab. Code \u00a7 2870 which provides: \"(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of concept or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the employee for the employer\", and to the extent Employee is a citizen of and subject to the law of another state which provides a similar limitation on invention assignments then Employee is notified that the foregoing assignment shall not include inventions excluded under such law (namely, Delaware Code Title 19 Section 805; Illinois 765ILCS1060/1-3, \"Employees Patent Act\"; Kansas Statutes Section 44-130; Minnesota Statutes 13A Section 181.78; North Carolina General Statutes Article lOA, Chapter 66, Commerce and Business, Section 66-57.1; Utah Code Sections 34-39-1 through 34-39-3, \"Employment Inventions Act\"; Washington Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140).", "references": ["Severability", "Miscellaneous", "Solvency", "Records", "Powers", "Employment", "Applicable Laws", "Consent To Jurisdiction", "Existence", "Consents", "Defined Terms", "Counterparts", "Financial Statements", "Tax Withholdings", "Assigns", "Positions", "Capitalization", "Sanctions", "Brokers", "Qualifications", "Authority", "Adjustments", "Fees", "Insurances", "Base Salary", "Compliance With Laws", "Interpretations", "Agreements", "Further Assurances", "Erisa", "Notices"], "gold": ["Notices"]}
+{"input": "(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average of the actual daily unused amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the fifteenth (15th) Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360\u00a0days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Records", "Erisa", "Venues", "Applicable Laws", "Defined Terms", "Authority", "Approvals", "Submission To Jurisdiction", "Solvency", "Forfeitures", "Miscellaneous", "Consent To Jurisdiction", "Effectiveness", "Arbitration", "Survival", "Adjustments", "Anti-Corruption Laws", "Assigns", "Existence", "Agreements", "Base Salary", "Change In Control", "Vesting", "Non-Disparagement", "No Waivers", "No Defaults", "Withholdings", "Positions", "Counterparts", "No Conflicts", "Fees"], "gold": ["Fees"]}
+{"input": "THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 600 (THE \u201cUNIFORM CUSTOMS\u201d) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.", "references": ["Non-Disparagement", "Counterparts", "Remedies", "Cooperation", "Withholdings", "Compliance With Laws", "Warranties", "Survival", "Brokers", "Jurisdictions", "Sales", "Powers", "Taxes", "Waivers", "Financial Statements", "Qualifications", "Modifications", "Fees", "Tax Withholdings", "Consents", "Assigns", "Successors", "Base Salary", "Waiver Of Jury Trials", "Governing Laws", "Effective Dates", "Litigations", "Sanctions", "Enforceability", "Effectiveness", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Any waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.", "references": ["Insurances", "Venues", "Waiver Of Jury Trials", "Severability", "Liens", "Financial Statements", "Approvals", "Successors", "Change In Control", "Publicity", "Further Assurances", "Records", "Authority", "Headings", "Benefits", "Interpretations", "Representations", "Applicable Laws", "Death", "Books", "Fees", "Subsidiaries", "Terminations", "Capitalization", "Governing Laws", "Survival", "Vacations", "Qualifications", "Effectiveness", "Interests", "Waivers"], "gold": ["Waivers"]}
+{"input": "Whenever notice is required to be given under this Agreement, unless otherwise provided herein, such notice shall be given in accordance with Section\u00a05.4 of the Purchase Agreement.", "references": ["Terminations", "Positions", "Existence", "Venues", "Integration", "Successors", "Litigations", "Vacations", "Publicity", "Releases", "No Waivers", "Confidentiality", "Solvency", "Capitalization", "Applicable Laws", "Transactions With Affiliates", "Assignments", "Jurisdictions", "Binding Effects", "Use Of Proceeds", "Consent To Jurisdiction", "Subsidiaries", "Duties", "Governing Laws", "Powers", "Defined Terms", "Titles", "Assigns", "Waivers", "Disability", "Notices"], "gold": ["Notices"]}
+{"input": "This Letter Agreement shall be governed by and be construed and have effect in accordance with the Laws of the State of Delaware, excluding any choice of law rules that may direct application of Laws of another jurisdiction. This Letter Agreement may be amended and the observance of any provision may be waived only with the mutual written consent of each of the Parties hereto. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Letter Agreement. This Letter Agreement may be executed in multiple counterparts which, when taken together, shall constitute one and the same agreement.", "references": ["Change In Control", "Notices", "Solvency", "Effective Dates", "Waivers", "Successors", "Transactions With Affiliates", "Vesting", "Qualifications", "Binding Effects", "Agreements", "No Conflicts", "Submission To Jurisdiction", "Financial Statements", "General", "Applicable Laws", "Specific Performance", "Cooperation", "Assigns", "Brokers", "Indemnity", "Expenses", "No Defaults", "Erisa", "Amendments", "Arbitration", "No Waivers", "Representations", "Adjustments", "Powers", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Subject to Section \u00a02.9(g) and any Intercreditor Agreement, on the date of receipt by any Loan Party (or any Affiliate on behalf of such Loan Party), or Administrative Agent as sole loss payee, or promptly thereafter of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that, the Borrower shall have the option to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180)\u00a0days of receipt thereof in fixed assets of the general type used or usable in the business of the Borrower and its Subsidiaries.", "references": ["Amendments", "Non-Disparagement", "Venues", "Disclosures", "Counterparts", "Erisa", "Sanctions", "Liens", "Compliance With Laws", "Transactions With Affiliates", "Warranties", "Releases", "No Conflicts", "Withholdings", "Remedies", "Subsidiaries", "Employment", "General", "Costs", "Qualifications", "Organizations", "Closings", "Confidentiality", "Effectiveness", "Interpretations", "Terms", "Vacations", "Enforcements", "No Defaults", "Change In Control", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement constitutes and contain the entire agreement between the Company and the Noteholders and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the Parties, whether written or oral, respecting the subject matter hereof.", "references": ["Cooperation", "Records", "Integration", "Closings", "Non-Disparagement", "Vesting", "Jurisdictions", "Further Assurances", "Counterparts", "Taxes", "Liens", "Arbitration", "Subsidiaries", "Approvals", "Organizations", "Successors", "No Conflicts", "Waiver Of Jury Trials", "Disability", "Death", "Books", "No Waivers", "Miscellaneous", "Terminations", "Adjustments", "Confidentiality", "Employment", "Litigations", "Consents", "Participations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If a Participant who holds Restricted Shares or Restricted Share Units fails to satisfy the restrictions, terms or conditions applicable to the Award, except as otherwise determined by the Committee, the Participant shall forfeit the Restricted Shares or Restricted Share Units.\u00a0\u00a0The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse upon a Change in Control or a Participant\u2019s death or Disability; however, to the extent the Restricted Shares or Restricted Share Units are intended to qualify for the Performance-Based Exception, the provisions of Section 6(d)(iv) will apply.", "references": ["Vacations", "Entire Agreements", "Submission To Jurisdiction", "Effective Dates", "Use Of Proceeds", "Transactions With Affiliates", "Non-Disparagement", "Tax Withholdings", "Closings", "Withholdings", "Disability", "Applicable Laws", "Confidentiality", "Publicity", "Notices", "Authorizations", "Positions", "Waivers", "Survival", "Successors", "Adjustments", "Existence", "Vesting", "Agreements", "Disclosures", "Counterparts", "No Waivers", "No Conflicts", "Representations", "Qualifications", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Agreement, together with the Confidentiality Agreement, Heska\u2019s stock plans, and Executive\u2019s stock option and restricted stock agreements, 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, including the Prior Agreement. 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 is signed by duly authorized representatives of the Parties hereto.", "references": ["Construction", "Representations", "Venues", "Notices", "Base Salary", "Death", "Assigns", "Releases", "Assignments", "Duties", "Effective Dates", "Authority", "Indemnifications", "Survival", "Withholdings", "Sanctions", "Disclosures", "Change In Control", "Enforcements", "Solvency", "Definitions", "No Conflicts", "Existence", "Applicable Laws", "Amendments", "Forfeitures", "Payments", "Books", "Confidentiality", "Costs", "Integration"], "gold": ["Integration"]}
+{"input": "Upon the delivery of a Lender Termination Notice or the occurrence of an Agreement Event of Default or Modification Termination Event: (a) the Modification Period and the modification hereunder shall terminate automatically; (b) all obligations of the Agent hereunder shall terminate automatically; (c) all obligations owed to the Agent, including, without limitation, all amounts outstanding under the Loan Documents shall, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable; (d) the Agent may immediately, and without expiration of any period of grace or any further period of reinstatement or redemption, enforce payment of all obligations owed to the Agent hereunder and under the Loan Documents, and may exercise any and all other rights, powers and remedies granted to it under the Loan Documents, at law, in equity, or otherwise; and (e) all obligations of Holdings, the Borrower and the Subsidiary Guarantor hereunder, including, without limitation, all covenants under Article 5 hereof, shall continue in full force and effect until all amounts outstanding under the Loan Documents are Paid in Full.", "references": ["Expenses", "Costs", "Powers", "Construction", "Adjustments", "Tax Withholdings", "Base Salary", "Benefits", "Subsidiaries", "Financial Statements", "Vesting", "Arbitration", "Insurances", "Counterparts", "Intellectual Property", "Binding Effects", "Headings", "Further Assurances", "Change In Control", "Governing Laws", "Survival", "Participations", "Terminations", "Authorizations", "Compliance With Laws", "Positions", "Duties", "Releases", "General", "Taxes", "Remedies"], "gold": ["Remedies"]}
+{"input": "The exercise of this Option will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company\u2019s Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.", "references": ["Jurisdictions", "Vesting", "Forfeitures", "Withholdings", "No Conflicts", "Defined Terms", "Tax Withholdings", "Amendments", "Consent To Jurisdiction", "Adjustments", "Intellectual Property", "Assignments", "Non-Disparagement", "Liens", "Books", "Powers", "No Defaults", "Specific Performance", "Approvals", "Terms", "Base Salary", "Vacations", "Releases", "Headings", "Taxes", "Effective Dates", "Modifications", "Enforcements", "Cooperation", "Confidentiality", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Buyer represents that it holds warrants, a convertible loan and shares of preferred stock of the Company convertible or exercisable in the aggregate to 42,803,750 shares of Common Stock, on an as-converted basis, as of immediately prior to the Initial Closing, and therefore immediately after the Initial Closing will hold on an as-converted basis a majority of the fully diluted voting power of the capital stock of the Company. The Buyer and its affiliates agree to (i) waive any and all antidilution rights related to its debt and equity in the Company (other than (x) any antidilution rights set forth in the Transaction Documents, which, for the avoidance of doubt shall apply only after the Second Closing and (y) any antidilution rights set forth in those certain warrants to purchase Common Stock issued by the Company in connection with the issuance of the Company\u2019s Series B Preferred Stock) and (ii) as promptly as practicable after the Initial Closing and prior to the Second Closing, but, in any case, subject to the conversion by all other holders of their shares of preferred stock into Common Stock, convert such securities into Common Stock pursuant to the terms of such securities in place immediately prior to the Initial Closing.", "references": ["Existence", "Cooperation", "Financial Statements", "Successors", "Duties", "Severability", "Venues", "Miscellaneous", "Counterparts", "Disability", "Assigns", "Positions", "General", "Approvals", "Binding Effects", "Tax Withholdings", "Transactions With Affiliates", "Death", "Fees", "Definitions", "Disclosures", "No Defaults", "Governing Laws", "Titles", "Entire Agreements", "Interpretations", "Remedies", "Submission To Jurisdiction", "Participations", "Brokers", "Waivers"], "gold": ["Waivers"]}
+{"input": "On each Interest Payment Date, all interest accrued on the unpaid principal amount of the Loan shall be payable in arrears in cash.", "references": ["Withholdings", "No Defaults", "Liens", "Agreements", "Waivers", "Authority", "Capitalization", "Consents", "Effective Dates", "Fees", "Governing Laws", "Applicable Laws", "Enforceability", "Organizations", "No Waivers", "Death", "Titles", "Assigns", "Expenses", "Base Salary", "Arbitration", "Remedies", "Amendments", "Modifications", "Venues", "Subsidiaries", "Forfeitures", "Definitions", "Binding Effects", "Waiver Of Jury Trials", "Payments"], "gold": ["Payments"]}
+{"input": "Except as set forth on Schedule\u00a03.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower\u2019s knowledge threatened in writing, against any Credit Party or, to such Borrower\u2019s knowledge, any party (other than a Credit Party) to any Operative Document that would reasonably be expected to result in a judgment against, or liability for, any Credit Party or any Subsidiary thereof in an amount in excess of $1,000,000. There is no Litigation pending in which an adverse decision would reasonably be expected to have a Material Adverse Effect or which in any manner draws into question the validity of any of the Financing Documents.", "references": ["Intellectual Property", "Erisa", "Records", "Binding Effects", "Books", "Indemnifications", "Enforcements", "Warranties", "Death", "Base Salary", "Consent To Jurisdiction", "Payments", "Entire Agreements", "Effectiveness", "Consents", "Headings", "Adjustments", "Brokers", "Fees", "Disclosures", "Organizations", "No Conflicts", "Terminations", "Terms", "Existence", "Anti-Corruption Laws", "Governing Laws", "Waivers", "Participations", "Further Assurances", "Litigations"], "gold": ["Litigations"]}
+{"input": "In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.", "references": ["Submission To Jurisdiction", "Withholdings", "Modifications", "Construction", "Organizations", "Enforcements", "Arbitration", "Survival", "Powers", "Representations", "Indemnifications", "Miscellaneous", "Benefits", "Entire Agreements", "Duties", "Brokers", "Sanctions", "Solvency", "Use Of Proceeds", "Applicable Laws", "Further Assurances", "No Waivers", "Forfeitures", "Qualifications", "Vesting", "Indemnity", "Transactions With Affiliates", "Insurances", "Defined Terms", "Integration", "Severability"], "gold": ["Severability"]}
+{"input": "No Loan Party will sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of their Affiliates, except (a) in the judgment of the Board of Directors of the Borrower (acting in good faith), at prices and on terms and conditions not less favorable to the Loan Parties than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate, (c) transactions contemplated by the Management Agreement, (d) any Restricted Payment permitted by Section 6.05 or (e) any arrangements with officers, directors, representatives or other employees relating specifically to employment as such.", "references": ["No Waivers", "Assignments", "Death", "Waivers", "Base Salary", "Sales", "Fees", "Participations", "Publicity", "Costs", "Integration", "Benefits", "Expenses", "Capitalization", "Forfeitures", "Erisa", "Modifications", "Brokers", "Payments", "Releases", "Liens", "Representations", "Definitions", "Positions", "Assigns", "Terms", "Miscellaneous", "Venues", "Subsidiaries", "Disclosures", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Ninth Supplemental Indenture and the 2018A Bonds shall be governed by and construed in accordance with the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act would be applicable were this Ninth Supplemental Indenture qualified under the Trust Indenture Act and except to the extent that the law of any other jurisdiction shall mandatorily govern the creation, perfection, priority or enforcement of the Lien of the Indenture, as supplemented by this Ninth Supplemental Indenture or the exercise of remedies with respect to the Mortgaged Property.", "references": ["Publicity", "Titles", "Jurisdictions", "Cooperation", "Enforceability", "Successors", "Authorizations", "Survival", "Closings", "Arbitration", "Compliance With Laws", "Venues", "Qualifications", "Effective Dates", "Adjustments", "Integration", "Releases", "Binding Effects", "Construction", "Interpretations", "Change In Control", "Duties", "Brokers", "Defined Terms", "Counterparts", "Interests", "Confidentiality", "Sanctions", "Indemnity", "Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. This Agreement shall inure to the benefit of and be enforceable by the Executive or his legal representatives, executors, administrators and heirs. The Executive may not assign any of the Executive\u2019s duties, responsibilities, obligations or positions hereunder to any person and any such purported assignment by the Executive shall be void and of no force and effect.", "references": ["Disability", "Compliance With Laws", "Solvency", "Releases", "Books", "Litigations", "Construction", "Jurisdictions", "Amendments", "Approvals", "Sales", "Costs", "Successors", "Payments", "Sanctions", "Waivers", "Survival", "Representations", "Subsidiaries", "Authority", "Venues", "Indemnifications", "Vacations", "Assigns", "Transactions With Affiliates", "Forfeitures", "Disclosures", "Consents", "Specific Performance", "Definitions", "Assignments"], "gold": ["Assignments"]}
+{"input": "During the Contract Period if the Executive becomes permanently disabled so as to qualify for full benefits under the Company\u2019s then-existing long-term disability insurance policy, or is unable to perform his/her duties hereunder for four (4) consecutive months in any twelve (12) month period, the Company may terminate the employment of the Executive. In such event, the Executive shall not be entitled to any further benefits under this Agreement.", "references": ["Notices", "Indemnity", "Fees", "Existence", "Titles", "Entire Agreements", "Change In Control", "Intellectual Property", "Compliance With Laws", "Death", "Indemnifications", "Cooperation", "Employment", "Enforceability", "Amendments", "Severability", "Venues", "Interests", "Defined Terms", "Modifications", "Agreements", "Tax Withholdings", "Headings", "No Waivers", "Further Assurances", "Terminations", "Authority", "Effectiveness", "Interpretations", "Integration", "Disability"], "gold": ["Disability"]}
+{"input": "This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.", "references": ["Remedies", "Confidentiality", "Construction", "Closings", "Sanctions", "Venues", "Cooperation", "Organizations", "Defined Terms", "Waivers", "Entire Agreements", "Employment", "Compliance With Laws", "Headings", "Successors", "Interests", "Brokers", "Qualifications", "Terms", "Representations", "Expenses", "Capitalization", "Indemnifications", "Costs", "Withholdings", "Arbitration", "Use Of Proceeds", "Existence", "Sales", "Titles", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Executive shall serve as President of the Company\u2019s Cryptocurrency Operations. During the Employment Term, the Executive shall perform all duties and accept all responsibilities incident to such position and other appropriate duties as may be assigned to Executive by the Company\u2019s Chief Executive Officer from time to time. The Company shall retain full direction and control of the manner, means and methods by which the Executive performs the services for which he is employed hereunder and of the place or places at which such services shall be rendered.", "references": ["Assignments", "Titles", "Effectiveness", "Consent To Jurisdiction", "Terminations", "Books", "Disclosures", "Compliance With Laws", "Jurisdictions", "Closings", "General", "Binding Effects", "Base Salary", "Headings", "Indemnifications", "Assigns", "Cooperation", "Transactions With Affiliates", "Powers", "Approvals", "Sanctions", "Integration", "Death", "Taxes", "Confidentiality", "Governing Laws", "Miscellaneous", "Definitions", "Insurances", "Participations", "Duties"], "gold": ["Duties"]}
+{"input": "The provisions of this Section 7.7 are for the benefit of the Indemnitees, their employees, officers, directors, trustees, heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 , or any provision hereof, shall be prospective only and shall not in any way affect the limitation on the Partnership\u2019s liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or related to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.", "references": ["Interests", "Insurances", "Transactions With Affiliates", "Publicity", "Forfeitures", "General", "No Conflicts", "Further Assurances", "Indemnifications", "Specific Performance", "Organizations", "Change In Control", "Terminations", "Tax Withholdings", "Qualifications", "Capitalization", "Construction", "Amendments", "No Defaults", "Releases", "Integration", "Adjustments", "Sanctions", "Liens", "Existence", "Notices", "Assigns", "Non-Disparagement", "Survival", "Duties", "Benefits"], "gold": ["Benefits"]}
+{"input": "The provisions of Section 14(d) of the Plan are incorporated in this Agreement by reference and made a part of this Agreement; provided, however , that if the Participant is subject to Section 16 of the Exchange Act then the Participant may elect, in advance of any tax withholding event, to satisfy the amount of any required withholding taxes in respect of the Performance Share Units in cash, and in the absence of Participant\u2019s timely election, the Company will withhold in shares of Common Stock upon the relevant tax withholding event.", "references": ["Use Of Proceeds", "Warranties", "Notices", "Defined Terms", "Interests", "Sanctions", "Disclosures", "Authorizations", "Amendments", "Headings", "Assignments", "Successors", "Death", "Cooperation", "Survival", "Venues", "Indemnifications", "Indemnity", "Vesting", "Waivers", "Base Salary", "Vacations", "Costs", "Representations", "Definitions", "Specific Performance", "Compliance With Laws", "Employment", "Powers", "Payments", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "So long as any shares of Convertible Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly, by amendment or merger, or otherwise, amend the terms of the Convertible Preferred Stock in any manner that would adversely alter or change the powers, preferences or special rights of the Convertible Preferred Stock without (in addition to any other vote required by law or the Amended Articles of Incorporation) the affirmative vote or consent of the Requisite Holders, given in person or by proxy, either in writing by consent or by resolution adopted at an annual or special meeting of stockholders; provided that any amendment that adversely alters or changes the rights of a holder of Convertible Preferred Stock (i) to participate in dividends and other distributions, (ii) to convert its Convertible Preferred Stock pursuant to the terms hereof, (iii) to Transfer its Convertible Preferred Stock or the Common Stock receivable therefor, or (iv) under this proviso, shall require the affirmative vote or consent of holders holding in aggregate at least 90% of the then outstanding Convertible Preferred Stock. Any amendment to the terms of the Convertible Preferred Stock, including, but not limited to, any amendment to this Amendment or the Amended Articles of Incorporation, entered into without such vote or consent shall be void ab initio and of no force and effect. Notwithstanding the foregoing, this Section 11 shall not require the affirmative consent of the Requisite Holders in connection with the issuance of securities pursuant to clause (ii)(A) of Section 8.", "references": ["Fees", "Entire Agreements", "Consents", "Qualifications", "Modifications", "Counterparts", "Submission To Jurisdiction", "Interests", "Jurisdictions", "Forfeitures", "Existence", "No Conflicts", "Waiver Of Jury Trials", "Effectiveness", "Change In Control", "Disability", "Benefits", "Costs", "No Defaults", "Intellectual Property", "Duties", "Participations", "Waivers", "Liens", "Expenses", "Enforcements", "Authorizations", "Consent To Jurisdiction", "Tax Withholdings", "Use Of Proceeds", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Party shall comply with Applicable Law, including, without limitation, the Consumer Identification Program under the U.S.A. Patriot Act of 2001, in connection with this Agreement and the performance of such Party's obligations hereunder.", "references": ["Existence", "Consent To Jurisdiction", "Records", "Interests", "Survival", "Releases", "Terms", "Use Of Proceeds", "Transactions With Affiliates", "Titles", "Disability", "No Defaults", "Confidentiality", "Defined Terms", "Authorizations", "Base Salary", "Qualifications", "Disclosures", "Fees", "Indemnity", "Jurisdictions", "Participations", "Powers", "Submission To Jurisdiction", "Representations", "Interpretations", "Applicable Laws", "Binding Effects", "Approvals", "Payments", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If any sentence, paragraph, clause or combination of the same is found by a court of competent jurisdiction to be in violation of any applicable law or regulation, or is unenforceable or void for any reason whatsoever, such sentence, paragraph, clause or combinations of the same shall be severed from the AGREEMENT and the remainder of the AGREEMENT shall remain binding upon the PARTIES.", "references": ["Effectiveness", "Warranties", "Authorizations", "Sales", "Consents", "No Conflicts", "General", "Indemnifications", "Cooperation", "Remedies", "Assigns", "Anti-Corruption Laws", "Authority", "Miscellaneous", "Indemnity", "Books", "Headings", "Disclosures", "Terminations", "Confidentiality", "Integration", "Transactions With Affiliates", "Insurances", "Subsidiaries", "Brokers", "Change In Control", "Notices", "Titles", "Powers", "Survival", "Severability"], "gold": ["Severability"]}
+{"input": "The Advisor represents and warrants to the Company that the Advisor is free to enter into this Agreement and the services to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which the Advisor is bound.", "references": ["Forfeitures", "Warranties", "Organizations", "Taxes", "Survival", "Compliance With Laws", "Existence", "No Waivers", "Powers", "Severability", "Representations", "Brokers", "Approvals", "Consents", "Adjustments", "Books", "Miscellaneous", "Interests", "Transactions With Affiliates", "Intellectual Property", "Employment", "Vacations", "Indemnifications", "Enforcements", "Interpretations", "Venues", "Withholdings", "Non-Disparagement", "Sanctions", "Insurances", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Each Lender hereby irrevocably appoints and authorizes Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to Agent by the terms thereof, together with all such powers as are reasonably incidental thereto. Subject to the terms of Section 11.16 and to the terms of the other Financing Documents, Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents on behalf of Lenders. The provisions of this Article 11 are solely for the benefit of Agent and Lenders and neither any Borrower nor any other Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Borrower or any other Credit Party. Agent may perform any of its duties hereunder, or under the Financing Documents, by or through its agents, servicers, trustees, investment managers or employees.", "references": ["Modifications", "General", "Change In Control", "Sanctions", "Insurances", "Sales", "Capitalization", "Forfeitures", "Publicity", "Terms", "Records", "Withholdings", "Binding Effects", "Compliance With Laws", "Construction", "Payments", "Subsidiaries", "Vacations", "Specific Performance", "Solvency", "Further Assurances", "Warranties", "Interests", "Vesting", "Anti-Corruption Laws", "Confidentiality", "Positions", "Enforcements", "Remedies", "Liens", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.", "references": ["Releases", "Liens", "Waivers", "Agreements", "Organizations", "Non-Disparagement", "Authority", "Positions", "Duties", "Publicity", "No Waivers", "Compliance With Laws", "Withholdings", "Terms", "Base Salary", "Closings", "Warranties", "Tax Withholdings", "Authorizations", "General", "Books", "Participations", "Miscellaneous", "Financial Statements", "Submission To Jurisdiction", "Enforcements", "Interpretations", "Sanctions", "Applicable Laws", "Brokers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All fees payable under this subsection 2.3 shall be paid on the dates due, in Dollars and in immediately available funds.", "references": ["Financial Statements", "Waivers", "Sanctions", "Duties", "Severability", "Organizations", "No Waivers", "Arbitration", "Consents", "Assigns", "Payments", "Insurances", "Integration", "Positions", "Withholdings", "Definitions", "Disclosures", "Records", "Applicable Laws", "Further Assurances", "Taxes", "Terminations", "Non-Disparagement", "Construction", "Binding Effects", "Entire Agreements", "Powers", "Successors", "Employment", "Governing Laws", "General"], "gold": ["General"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an Eligible Assignee in accordance with the provisions of the immediately following subsection\u00a0(b), (ii)\u00a0by way of participation in accordance with the provisions of the immediately following subsection\u00a0(d) or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection\u00a0(e) (and, subject to the last sentence of the immediately following subsection\u00a0(b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection\u00a0(d) and, to the extent expressly contemplated hereby, the respective partners, shareholders, directors, officers, employees, agents, counsel, other advisors and representatives of the Administrative Agent and the Lenders and of the respective Affiliates of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Titles", "Applicable Laws", "Waivers", "Interests", "Financial Statements", "Warranties", "Notices", "Venues", "Interpretations", "Publicity", "Modifications", "Survival", "Headings", "Disability", "Vacations", "Qualifications", "Capitalization", "Binding Effects", "Jurisdictions", "Approvals", "Insurances", "Anti-Corruption Laws", "Authorizations", "Employment", "Definitions", "Organizations", "Submission To Jurisdiction", "Remedies", "Adjustments", "Waiver Of Jury Trials", "Successors"], "gold": ["Successors"]}
+{"input": "Comply with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a)\u00a0such requirement of law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b)\u00a0the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.", "references": ["Non-Disparagement", "Waivers", "Notices", "Vesting", "Entire Agreements", "Effective Dates", "Costs", "Representations", "Positions", "Titles", "Assigns", "Organizations", "Records", "Fees", "Headings", "Successors", "Insurances", "Duties", "Use Of Proceeds", "No Conflicts", "Disability", "Consent To Jurisdiction", "Indemnifications", "Enforceability", "Survival", "Venues", "Modifications", "Interpretations", "Waiver Of Jury Trials", "Benefits", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Without in any way limiting any of the rights and remedies otherwise available to any Releasee, the undersigned shall indemnify and hold harmless each Releasee from and against all liabilities, whether or not involving third-party claims, arising directly or indirectly from or in connection with the assertion by or on behalf of the undersigned of any claim or other matter purported to be released pursuant to this Release.", "references": ["Authority", "Adjustments", "No Conflicts", "Erisa", "Subsidiaries", "Benefits", "Tax Withholdings", "Venues", "Powers", "Representations", "Indemnity", "Death", "Solvency", "Agreements", "Sales", "Capitalization", "Financial Statements", "Releases", "Governing Laws", "Transactions With Affiliates", "Defined Terms", "Duties", "Survival", "Compliance With Laws", "Cooperation", "Enforceability", "Vacations", "Specific Performance", "Organizations", "Taxes", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "No Loan Party will enter into any transaction (or series of related transactions), including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than any other Loan Party and Wholly-Owned Subsidiaries of the Borrower) involving aggregate consideration in excess of $20 million, unless such transaction (or series of related transactions) is otherwise permitted by this Agreement or is in the ordinary course of business on terms not materially less favorable to such Loan Party than those that such Loan Party would reasonably expect to be able to obtain in a comparable arm\u2019s length transaction (or series of related transactions) with a Person not an Affiliate.", "references": ["Effectiveness", "Subsidiaries", "Taxes", "Survival", "Terminations", "Withholdings", "Assignments", "Interests", "Participations", "Disability", "Integration", "Intellectual Property", "Sales", "Waiver Of Jury Trials", "No Waivers", "Closings", "Sanctions", "Effective Dates", "Fees", "Non-Disparagement", "No Defaults", "General", "Approvals", "Compliance With Laws", "Tax Withholdings", "Amendments", "Agreements", "Warranties", "Modifications", "Enforceability", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The execution of this Agreement by Lender is not intended nor shall it be construed as an actual or implied waiver of (a) any default under the Note, the Loan Agreement, or the other Loan Instruments, including without limitation, the Mortgages; (b) any requirement under the Note, the Loan Agreement or the other Loan Instruments, including without limitation, the Mortgages; (c) any right to demand immediate payment of the Note and any other sums due under the Note, the Loan Agreement or the other Loan Instruments, including without limitation, the Mortgages; or (d) any rights Lender may have against any person not a party hereto.", "references": ["Taxes", "Interests", "Positions", "Survival", "Employment", "Indemnity", "Terms", "Remedies", "Interpretations", "Governing Laws", "Consent To Jurisdiction", "Arbitration", "Fees", "Qualifications", "General", "Powers", "Insurances", "Disclosures", "Integration", "Brokers", "Releases", "Miscellaneous", "Effectiveness", "Definitions", "Forfeitures", "Capitalization", "Non-Disparagement", "Records", "Transactions With Affiliates", "Headings", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Schedule 6.1.2 states (i) the name of each of the Borrower's and each other Loan Party\u2019s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the \" Subsidiary Equity Interests \"), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interest (the \" Borrower Equity Interests \"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the \" Equity Interests \"). The Borrower, Hourglass Sands, High Point and each other Loan Party has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Hourglass Sands or High Point is an \"investment company\" registered or required to be registered under the Investment Company Act of 1940 or under the \"control\" of an \"investment company\" as such terms are defined in the Investment Company Act of 1940 and shall not become such an \"investment company\" or under such \"control.\" None of the Loan Parties is a \"holding company\" or any \"affiliate\" of a \"holding company\" or of a \"subsidiary company\" of a \"holding company\" within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.", "references": ["Adjustments", "Remedies", "Liens", "Employment", "Existence", "Use Of Proceeds", "Enforcements", "Modifications", "Qualifications", "Terms", "Venues", "Consent To Jurisdiction", "Notices", "Arbitration", "Severability", "Disclosures", "Agreements", "Insurances", "Books", "Withholdings", "Publicity", "Disability", "Payments", "Enforceability", "Applicable Laws", "Indemnifications", "Erisa", "Taxes", "Waivers", "Specific Performance", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE WILL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN WILL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.", "references": ["Tax Withholdings", "Jurisdictions", "Positions", "Arbitration", "No Conflicts", "Survival", "Intellectual Property", "Successors", "Duties", "Representations", "Subsidiaries", "Litigations", "Assigns", "Costs", "Governing Laws", "Authority", "Liens", "Applicable Laws", "Books", "Solvency", "Warranties", "Authorizations", "Benefits", "Participations", "Cooperation", "Enforcements", "Organizations", "Titles", "Brokers", "Remedies", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "Paragraph 16 of the Lease is deleted in its entirety and replaced with a new Paragraph 16 (Insurance) as set forth on Schedule 4 attached hereto.", "references": ["Vesting", "Records", "Taxes", "Terms", "Cooperation", "Definitions", "Subsidiaries", "Modifications", "Publicity", "Adjustments", "Intellectual Property", "Fees", "Payments", "Venues", "Liens", "Assignments", "Waivers", "Remedies", "Financial Statements", "Costs", "Forfeitures", "Base Salary", "Binding Effects", "Representations", "Tax Withholdings", "No Defaults", "Sanctions", "Withholdings", "Assigns", "Disclosures", "Insurances"], "gold": ["Insurances"]}
+{"input": "Seller acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) none of Purchaser or any other Person on behalf of Purchaser makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Purchase, the Issuance or the Conversion and Seller or any Persons on behalf of Seller are not entitled to and are not relying on any representation or warranty except for those expressly set forth in Article III of this Agreement and (b) no Person has been authorized by Purchaser to make any representation or warranty relating to itself or its business or otherwise in connection with the Purchase, the Issuance or the Conversion, and if made, such representation or warranty must not be relied upon by Seller as having been authorized by such party.", "references": ["Terms", "Employment", "Disability", "Venues", "Terminations", "Intellectual Property", "Severability", "Erisa", "General", "Defined Terms", "Records", "Existence", "Interpretations", "Counterparts", "Remedies", "Submission To Jurisdiction", "Benefits", "Transactions With Affiliates", "Costs", "Litigations", "Miscellaneous", "Insurances", "Agreements", "Subsidiaries", "Base Salary", "Qualifications", "Jurisdictions", "Survival", "Compliance With Laws", "Powers", "Warranties"], "gold": ["Warranties"]}
+{"input": "Any portion of the Option that is Earned shall vest and become exercisable on the fifth (5 th ) anniversary of the Grant Date, subject to the Participant\u2019s continuous employment by the Company or an Affiliate through such date.", "references": ["Representations", "Compliance With Laws", "Releases", "Construction", "Non-Disparagement", "Vacations", "Defined Terms", "Authority", "Brokers", "Books", "Definitions", "Withholdings", "Transactions With Affiliates", "Titles", "Remedies", "Submission To Jurisdiction", "Integration", "Solvency", "Further Assurances", "Assigns", "Expenses", "Enforcements", "Waiver Of Jury Trials", "Records", "Base Salary", "Waivers", "Confidentiality", "Agreements", "Approvals", "Governing Laws", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that (i) provided that the Company Parties do not terminate this Agreement pursuant to Section 13(c), the Company Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which the Company Parties are entitled at law or in equity; and (ii) provided that Rokk3r does not terminate this Agreement pursuant to Section 13(d), Rokk3r shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which Rokk3r is entitled at law or in equity. In the event that specific performance is granted to a Party pursuant to the terms and conditions herein, such Party shall also be entitled to be awarded its costs and expenses (including reasonable attorneys\u2019 fees and expenses) incurred solely in connection with obtaining such specific performance, together with interest on such amounts from the date of the commencement of such proceeding until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date of the commencement of such proceeding. The preceding sentence will not limit the right or ability of a Party seeking specific performance to recover damages, costs or expenses, under another provision of this Agreement or of any other Transaction Document.", "references": ["Tax Withholdings", "Defined Terms", "Fees", "Withholdings", "Insurances", "Transactions With Affiliates", "Binding Effects", "Releases", "Taxes", "Brokers", "Disability", "Headings", "Cooperation", "Effectiveness", "Existence", "Enforcements", "General", "Enforceability", "No Waivers", "No Conflicts", "Miscellaneous", "Expenses", "Approvals", "Consents", "No Defaults", "Modifications", "Assignments", "Capitalization", "Notices", "Death", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.", "references": ["Arbitration", "Qualifications", "Governing Laws", "Authority", "Use Of Proceeds", "Vacations", "Financial Statements", "Modifications", "Indemnity", "Sanctions", "Consent To Jurisdiction", "Brokers", "Base Salary", "Headings", "Defined Terms", "Benefits", "Agreements", "Employment", "Disclosures", "Further Assurances", "Powers", "Applicable Laws", "No Conflicts", "Books", "Waivers", "Binding Effects", "Intellectual Property", "Approvals", "Transactions With Affiliates", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Obligor shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to the Agent sales, collection, reconciliation and other reports in form satisfactory to the Agent on a periodic basis (but not more frequently than at the time of delivery of each of the financials required pursuant to Sections 9.1.2(a) and 9.1.2(b) ). Each Obligor shall also provide to the Agent, on or before the 20th day of each month, a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account\u2019s Account Debtor name and the amount, invoice date and due date as the Agent may reasonably request. If Accounts owing from any single Account Debtor in an aggregate face amount of $5,000,000 or more cease to be Eligible Accounts, the Obligors shall notify the Agent of such occurrence promptly (and in any event within three Business Days) after any Senior Officer of the Lead Borrower has actual knowledge thereof.", "references": ["Indemnifications", "Representations", "Tax Withholdings", "Financial Statements", "Assigns", "Titles", "Approvals", "Interpretations", "Positions", "Agreements", "Counterparts", "Existence", "Effectiveness", "Enforcements", "Waiver Of Jury Trials", "Insurances", "Subsidiaries", "Forfeitures", "Applicable Laws", "Organizations", "Costs", "Warranties", "Miscellaneous", "Expenses", "Defined Terms", "Non-Disparagement", "Consents", "Entire Agreements", "Survival", "Amendments", "Records"], "gold": ["Records"]}
+{"input": "Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (\" Tenant's Accountant \"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records with respect to the Statement at Landlord's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant's agents must agree in advance to follow Landlord's reasonable rules and procedures regarding inspections of Landlord's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant's receipt of such Statement shall be deemed to be Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant (the \" Accountant \") selected by Landlord and subject to Tenant's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant's the cost of the Tenant's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant's sole right to inspect Landlord's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6 , and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.", "references": ["Expenses", "Transactions With Affiliates", "No Conflicts", "Successors", "Survival", "Interests", "Venues", "Remedies", "Publicity", "Indemnifications", "Organizations", "Adjustments", "Fees", "Enforceability", "Change In Control", "Binding Effects", "Anti-Corruption Laws", "Duties", "Specific Performance", "Non-Disparagement", "Confidentiality", "Consent To Jurisdiction", "Miscellaneous", "Further Assurances", "Death", "Submission To Jurisdiction", "Amendments", "Enforcements", "Vesting", "Qualifications", "Records"], "gold": ["Records"]}
+{"input": "Except for the Security Interests, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims other than Permitted Liens. No Grantor has Authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. Except to the extent permitted by Section 4.6 , no Collateral is in the possession of, or subject to Control by, any Person asserting any claim thereto or security interest therein, except that (a) the Administrative Agent, or its designee, may have possession or Control as contemplated hereby and (b) a depositary bank may, to the extent constituting a Permitted Lien, have Control of a Deposit Account owned by a Grantor at such depositary bank. Each Grantor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances.", "references": ["Waiver Of Jury Trials", "Books", "No Waivers", "Enforceability", "Specific Performance", "Benefits", "Vacations", "Effective Dates", "Positions", "Erisa", "Amendments", "Counterparts", "Cooperation", "Entire Agreements", "Forfeitures", "Use Of Proceeds", "Sanctions", "Solvency", "Base Salary", "Fees", "Compliance With Laws", "Binding Effects", "General", "Venues", "Capitalization", "Litigations", "Qualifications", "Authority", "Consent To Jurisdiction", "Withholdings", "Titles"], "gold": ["Titles"]}
+{"input": "This Plan and all grants and awards and actions taken thereunder shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio, without giving effect to the conflict of law provisions thereof.", "references": ["Payments", "Jurisdictions", "Authorizations", "Venues", "Employment", "Terminations", "Warranties", "Organizations", "Authority", "Consents", "Anti-Corruption Laws", "Subsidiaries", "No Defaults", "Insurances", "Terms", "No Waivers", "Sales", "Notices", "Expenses", "Powers", "Severability", "Non-Disparagement", "Records", "Solvency", "Assigns", "Costs", "Enforcements", "Approvals", "Death", "Effectiveness", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "(a) Each Limited Partner, upon the request of the General Partner, agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to comply with the General Partner\u2019s or the Partnership\u2019s obligations under applicable law or to carry out the provisions of this Agreement.", "references": ["Effective Dates", "Venues", "Fees", "Consent To Jurisdiction", "Construction", "Successors", "Waivers", "No Waivers", "Compliance With Laws", "Vesting", "Insurances", "Cooperation", "Confidentiality", "Powers", "Specific Performance", "Enforceability", "Change In Control", "Forfeitures", "Amendments", "Interpretations", "Entire Agreements", "Transactions With Affiliates", "Miscellaneous", "Closings", "Adjustments", "Positions", "Releases", "Definitions", "Financial Statements", "Organizations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement may not be assigned, in whole or in part, by a Party without prior written consent of the other Parties. In the event a non-assigning Party consents to any such assignment, or Company assigns this Agreement to an Affiliate, such assignment shall not relieve the assigning Party of any obligations and responsibilities hereunder, including obligations and responsibilities arising following such assignment.", "references": ["Amendments", "Solvency", "Consents", "Fees", "Capitalization", "Entire Agreements", "Specific Performance", "Submission To Jurisdiction", "Subsidiaries", "Releases", "Terms", "Vacations", "Vesting", "Interests", "Withholdings", "No Waivers", "Effective Dates", "Consent To Jurisdiction", "Forfeitures", "Headings", "Use Of Proceeds", "Authority", "Adjustments", "Titles", "Terminations", "Authorizations", "Financial Statements", "Anti-Corruption Laws", "Integration", "Confidentiality", "Assignments"], "gold": ["Assignments"]}
+{"input": "These indemnity obligations shall survive the termination of this Agreement until all applicable statutes of limitation have run regarding any claims that could be made with respect to the activities contemplated by this Agreement.", "references": ["Waivers", "Consent To Jurisdiction", "Modifications", "Intellectual Property", "Remedies", "Construction", "Liens", "Base Salary", "Litigations", "Insurances", "Governing Laws", "Severability", "Applicable Laws", "Sanctions", "Participations", "Terminations", "Submission To Jurisdiction", "Non-Disparagement", "Vesting", "Enforcements", "Venues", "Titles", "Books", "Agreements", "Solvency", "Counterparts", "Transactions With Affiliates", "No Waivers", "Brokers", "Interpretations", "Survival"], "gold": ["Survival"]}
+{"input": "Subject to the Minimum Vesting Condition, Restricted Stock and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on such date or dates or upon such event or events as determined by the Committee.", "references": ["Financial Statements", "Jurisdictions", "Confidentiality", "Records", "Modifications", "Interests", "Effectiveness", "Arbitration", "Books", "Warranties", "Non-Disparagement", "Expenses", "Solvency", "Agreements", "Severability", "Survival", "Cooperation", "Terms", "Tax Withholdings", "Notices", "Subsidiaries", "Assigns", "Applicable Laws", "Interpretations", "Enforcements", "Successors", "Entire Agreements", "Employment", "Consents", "Costs", "Vesting"], "gold": ["Vesting"]}
+{"input": "During the Term, the Executive shall be entitled to vacation in accordance with the Company\u2019s policy. Notwithstanding the foregoing, for 2018, the Executive will receive one (1) week of personal time off (\u201cPTO\u201d), and starting in 2019, in no event will the Executive receive less than six (6) weeks of PTO per year.", "references": ["Agreements", "Adjustments", "Duties", "Intellectual Property", "Anti-Corruption Laws", "Submission To Jurisdiction", "Terminations", "Confidentiality", "Entire Agreements", "Subsidiaries", "Governing Laws", "Survival", "Terms", "Titles", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Publicity", "Arbitration", "Waivers", "Positions", "Tax Withholdings", "Use Of Proceeds", "Closings", "Books", "Transactions With Affiliates", "Insurances", "Interests", "Severability", "Approvals", "Authorizations", "Vacations"], "gold": ["Vacations"]}
+{"input": "Executive will serve as President and Chief Executive Officer of the Company with such duties assigned to Executive under the Bylaws of the Company and by the Board of Directors of the Company.\u00a0 Executive shall report to the Board of Directors.\u00a0 Executive agrees to use his best efforts to promote the interests of the Company, and to devote his full productive time and working attention to the business and affairs of the Company.", "references": ["Insurances", "Sales", "Transactions With Affiliates", "Publicity", "Fees", "Binding Effects", "Survival", "Authorizations", "Construction", "Expenses", "Terminations", "Waiver Of Jury Trials", "Use Of Proceeds", "Further Assurances", "Vacations", "Interpretations", "Specific Performance", "Cooperation", "Entire Agreements", "Authority", "Approvals", "Modifications", "Change In Control", "Books", "Base Salary", "Assigns", "Capitalization", "No Conflicts", "Vesting", "Compliance With Laws", "Duties"], "gold": ["Duties"]}
+{"input": "Except for payments of management fees otherwise permitted to be paid to Manager under this Agreement pursuant to a Management Agreement approved by Lender at a time when no Event of Default exists, Borrower shall not pay any distributions, dividends or other payments or return any capital to any of its respective partners, members, owners or shareholders or any other Affiliate or make any distribution of assets, rights, options, obligations or securities to any of its respective partners, members, shareholders or owners or any other Affiliate (individually, or collectively, a \u201c Distribution \u201d) unless (a) on the date of the proposed Distribution, and after giving effect to the subsequent Distribution, no Default or Event of Default exists; (b) funds are not then required to be deposited into any Reserves; (c) Borrower is not \u201cinsolvent\u201d (as defined in the Bankruptcy Code) and will not be rendered insolvent by virtue of such Distribution; (d) Borrower shall deliver, at least ten (10) days in advance of the proposed Distribution, to Lender, an Officer\u2019s Certificate executed by the chief financial officer or similar officer of Borrower, stating that the foregoing conditions (a), (b) and (c) have been satisfied.", "references": ["No Waivers", "Severability", "Use Of Proceeds", "Indemnifications", "Disability", "Headings", "Duties", "Venues", "Remedies", "Consent To Jurisdiction", "Effectiveness", "Publicity", "Forfeitures", "Positions", "Survival", "Terms", "Arbitration", "Enforcements", "Capitalization", "Organizations", "Taxes", "Waivers", "Expenses", "Enforceability", "Authorizations", "Benefits", "Intellectual Property", "Definitions", "Records", "Participations", "Payments"], "gold": ["Payments"]}
+{"input": "Each Obligor shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form satisfactory to Agent, on such periodic basis as Agent may request.\u00a0 Each Obligor shall also provide to Agent, on or before the 15th day of each month, a detailed aged trial balance of all Accounts as of the end of the most recent Fiscal Month, specifying each Account\u2019s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request.\u00a0 If Accounts in an aggregate face amount of $250,000 or more cease to be Eligible Accounts, Obligors shall notify Agent of such occurrence promptly (and in any event within one Business Day) after any Obligor has knowledge thereof.", "references": ["Enforceability", "Brokers", "Interpretations", "Cooperation", "Survival", "Closings", "Releases", "Use Of Proceeds", "Interests", "Taxes", "Representations", "Expenses", "Death", "Solvency", "Terminations", "Qualifications", "Costs", "Organizations", "Publicity", "Governing Laws", "Duties", "Defined Terms", "Benefits", "Warranties", "Adjustments", "Liens", "Change In Control", "Existence", "Enforcements", "Non-Disparagement", "Records"], "gold": ["Records"]}
+{"input": "In accordance with and subject to the provisions of Israeli law applicable to TPI and the applicable provisions of TPI\u2019s Articles of Association and the Compensation Policy, during the Term of Employment, the Company shall indemnify and release the Executive in accordance with the provisions of the Indemnification and Release Agreement attached as Exhibit \u00a0C hereto, the terms of which shall be incorporated by reference herein.", "references": ["Assigns", "Severability", "Transactions With Affiliates", "Submission To Jurisdiction", "Fees", "Participations", "Books", "Taxes", "Qualifications", "Closings", "Binding Effects", "Survival", "Indemnity", "Headings", "Waiver Of Jury Trials", "Change In Control", "Use Of Proceeds", "Death", "Definitions", "Enforcements", "Releases", "Organizations", "Approvals", "Adjustments", "Interpretations", "Notices", "Interests", "Assignments", "Effective Dates", "Authorizations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The headings of the paragraphs of this Amendment are inserted for convenience only and shall not be deemed to constitute part of this Amendment or to affect the construction thereof.", "references": ["Releases", "Entire Agreements", "Base Salary", "Waiver Of Jury Trials", "Remedies", "Vesting", "Anti-Corruption Laws", "Terms", "No Defaults", "Agreements", "Death", "Warranties", "Non-Disparagement", "Payments", "Indemnity", "Litigations", "Positions", "Solvency", "Closings", "Sales", "Interests", "Transactions With Affiliates", "Venues", "Waivers", "Sanctions", "Fees", "Tax Withholdings", "Withholdings", "Disability", "Participations", "Headings"], "gold": ["Headings"]}
+{"input": "The Company has good and marketable title to all of its personal property and assets free and clear of any material restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance which would have a Material Adverse Effect. With respect to properties and assets it leases, the Company is in material compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances which would have a Material Adverse Effect.", "references": ["Powers", "Organizations", "Subsidiaries", "Agreements", "Governing Laws", "Brokers", "Capitalization", "Financial Statements", "Waivers", "Enforceability", "Survival", "Cooperation", "Adjustments", "Liens", "Withholdings", "Forfeitures", "Specific Performance", "Construction", "Successors", "Modifications", "Participations", "Assigns", "Litigations", "Consents", "Insurances", "Miscellaneous", "Integration", "Waiver Of Jury Trials", "Representations", "Records", "Titles"], "gold": ["Titles"]}
+{"input": "Schedule 3.14 to the Disclosure Letter sets forth a complete and correct description of all insurance maintained by or on behalf of Holdings or any Subsidiary as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums in respect of such insurance have been paid. To the knowledge of Holdings, the insurance maintained by or on behalf of Holdings and its Subsidiaries is in such amounts (with no greater risk retention) and against such risks as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations.", "references": ["Sanctions", "Interests", "Records", "Anti-Corruption Laws", "Positions", "Intellectual Property", "Survival", "Indemnity", "Enforceability", "Adjustments", "No Conflicts", "Participations", "Books", "Miscellaneous", "Vacations", "Litigations", "Disability", "Vesting", "Change In Control", "Organizations", "Powers", "Compliance With Laws", "Confidentiality", "Waiver Of Jury Trials", "Governing Laws", "Employment", "Modifications", "Definitions", "Existence", "Approvals", "Insurances"], "gold": ["Insurances"]}
+{"input": "Within ten (10) days following Lessor's written request therefor, Lessee shall deliver to Lessor, the annual and quarterly financial statements of Lessee for the most recent fiscal year and quarter, which financial statements shall be prepared in accordance with generally accepted accounting principles (\" GAAP \") (or in accordance with a method other than GAAP, provided that such financial statements fully and accurately reflect the financial condition of Lessee (or Guarantor, as the case may be), and the actual method of preparation is fully disclosed in writing), certified as to accuracy and completeness by Lessee's manager, president or chief financial officer.", "references": ["Insurances", "Duties", "Agreements", "Solvency", "Tax Withholdings", "Disclosures", "Representations", "Base Salary", "Confidentiality", "Counterparts", "Entire Agreements", "Positions", "Forfeitures", "Organizations", "Use Of Proceeds", "Further Assurances", "Titles", "Non-Disparagement", "Venues", "Releases", "Subsidiaries", "Successors", "Authorizations", "Interests", "Specific Performance", "Defined Terms", "Costs", "Warranties", "Change In Control", "Sanctions", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.", "references": ["Positions", "Representations", "Remedies", "Arbitration", "Closings", "Payments", "Enforcements", "Base Salary", "Enforceability", "Tax Withholdings", "Powers", "Books", "Litigations", "Agreements", "Waivers", "Integration", "Fees", "Counterparts", "Benefits", "Organizations", "Erisa", "Vesting", "Insurances", "Brokers", "Indemnifications", "Costs", "Governing Laws", "Severability", "Expenses", "Sanctions", "Headings"], "gold": ["Headings"]}
+{"input": "The death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or winding up and dissolution (collectively, \u201c Termination Event \u201d) of a Limited Partner shall not cause a winding up and dissolution of the Partnership. The legal representatives of a Limited Partner shall succeed as assignee to the Limited Partner\u2019s interest in the Partnership upon a Termination Event of such Limited Partner, but shall not be admitted as a substituted Partner without the consent of the General Partner, in its sole discretion. Distributions in respect of withdrawal requests by such Limited Partner\u2019s legal representatives shall be made on the same terms, and shall be subject to the same conditions, as set forth in Article III in respect of a withdrawal by a Limited Partner of its Capital Account.", "references": ["Authority", "Non-Disparagement", "Headings", "Amendments", "Effective Dates", "Payments", "Terms", "Costs", "Existence", "Successors", "Miscellaneous", "Notices", "Confidentiality", "Interests", "Litigations", "Participations", "Assignments", "Base Salary", "Interpretations", "Change In Control", "Consent To Jurisdiction", "Enforceability", "Defined Terms", "Publicity", "Compliance With Laws", "Severability", "Tax Withholdings", "Construction", "Waiver Of Jury Trials", "Vesting", "Death"], "gold": ["Death"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a)\u00a0the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b)\u00a0the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c)\u00a0the second (2 nd )\u00a0Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d)\u00a0upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.", "references": ["Amendments", "Withholdings", "Submission To Jurisdiction", "Employment", "Consents", "Existence", "Binding Effects", "Enforceability", "Duties", "Litigations", "Waivers", "Governing Laws", "Enforcements", "Death", "Effective Dates", "Participations", "Liens", "Authorizations", "Expenses", "Arbitration", "Non-Disparagement", "Titles", "Agreements", "Applicable Laws", "Further Assurances", "Qualifications", "Compliance With Laws", "Benefits", "Jurisdictions", "Defined Terms", "Notices"], "gold": ["Notices"]}
+{"input": "This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.", "references": ["Effective Dates", "Existence", "Assignments", "Jurisdictions", "Indemnifications", "Successors", "Further Assurances", "Expenses", "Waiver Of Jury Trials", "Survival", "Powers", "Sanctions", "Taxes", "Miscellaneous", "Costs", "Compliance With Laws", "Releases", "Definitions", "Integration", "Forfeitures", "Participations", "Authority", "Terminations", "Consents", "Assigns", "Terms", "Modifications", "Litigations", "Qualifications", "Closings", "Remedies"], "gold": ["Remedies"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi) ) or (ii) the determination by the Administrative Agent and a L/C Issuer that there exists excess Cash Collateral; provided , however , (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and a L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Definitions", "Construction", "Fees", "Employment", "Submission To Jurisdiction", "Disability", "Solvency", "Litigations", "Assignments", "Authority", "Consents", "Agreements", "Consent To Jurisdiction", "Effectiveness", "Remedies", "Qualifications", "Indemnity", "Authorizations", "Entire Agreements", "Defined Terms", "Jurisdictions", "Powers", "Terms", "Counterparts", "Existence", "Benefits", "Titles", "Successors", "Taxes", "Terminations", "Releases"], "gold": ["Releases"]}
+{"input": "Tenant hereby represents and warrants to Landlord that Tenant has not dealt with any real estate brokers or leasing agents, and Landlord hereby represents and warrants to Tenant that CBRE, Inc. is the sole real estate broker or leasing agent representing Landlord (\u201cBroker\u201d). No commissions are payable to any party claiming through Landlord or Tenant as a result of the consummation of the transaction contemplated by this Amendment, except to Broker, as applicable. Landlord and Tenant hereby agree to indemnify and to hold each other harmless against any loss, expense, or liability with respect to any claims for commissions or brokerage fees arising from or out of any breach of the foregoing representation and warranty. Landlord shall pay all brokerage commissions due to the Broker pursuant to a separate agreement.", "references": ["Survival", "Costs", "Definitions", "Further Assurances", "Enforceability", "Sales", "Counterparts", "No Waivers", "Adjustments", "Submission To Jurisdiction", "No Conflicts", "Liens", "Indemnifications", "Organizations", "Interests", "Forfeitures", "Change In Control", "Assignments", "Positions", "Titles", "Indemnity", "No Defaults", "Records", "Insurances", "Agreements", "Interpretations", "Specific Performance", "Vesting", "Authority", "Disclosures", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Agreement may be executed in counterparts, PDF or facsimile, each an original and each having the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.", "references": ["Remedies", "Agreements", "Warranties", "Definitions", "Base Salary", "Brokers", "Financial Statements", "Headings", "Arbitration", "Publicity", "Governing Laws", "Interpretations", "Erisa", "Change In Control", "Records", "Enforcements", "Waiver Of Jury Trials", "No Conflicts", "Consents", "No Defaults", "Insurances", "Releases", "Submission To Jurisdiction", "Books", "Vacations", "Venues", "Disability", "Consent To Jurisdiction", "Waivers", "Survival", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No Person has acted, directly or indirectly, as a broker or finder for Parent nor Buyer nor any of their respective Affiliates in connection with the transactions contemplated by this Agreement and no Person will be entitled to any fee or commission or like payment in respect thereof.", "references": ["Waiver Of Jury Trials", "Adjustments", "Benefits", "Expenses", "Disclosures", "Jurisdictions", "Authority", "Vesting", "Effectiveness", "Payments", "Disability", "Use Of Proceeds", "Taxes", "Financial Statements", "Approvals", "Anti-Corruption Laws", "Titles", "Costs", "Miscellaneous", "Applicable Laws", "Confidentiality", "Interests", "Agreements", "Consent To Jurisdiction", "Intellectual Property", "Representations", "Sanctions", "Death", "Terms", "Base Salary", "Brokers"], "gold": ["Brokers"]}
+{"input": "No consents or approvals of any public body or authority and no consents or waivers from other parties to leases, licenses, franchises, permits, indentures, agreements or other instruments are (i) required for the lawful consummation of the transactions contemplated hereby, or (ii) necessary in order that the Business can be conducted by the Purchaser in the same manner after the Closing as heretofore conducted by the Company, nor will the consummation of the transactions contemplated hereby result in creating, accelerating or increasing any liability of the Company.", "references": ["Waivers", "Releases", "Fees", "Sales", "Indemnifications", "Taxes", "Headings", "Employment", "Capitalization", "Confidentiality", "No Defaults", "Benefits", "Transactions With Affiliates", "Non-Disparagement", "Books", "Compliance With Laws", "Withholdings", "Positions", "No Conflicts", "Anti-Corruption Laws", "Severability", "Costs", "Authorizations", "Venues", "Construction", "Further Assurances", "Waiver Of Jury Trials", "Adjustments", "Terms", "Expenses", "Consents"], "gold": ["Consents"]}
+{"input": "The Credit Agreement as modified by this Amendment embodies the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior agreements, representations and understandings, if any, relating to the subject matter hereof.", "references": ["Tax Withholdings", "Benefits", "Counterparts", "Consents", "Terms", "Authority", "Waivers", "Insurances", "Headings", "Compliance With Laws", "Vacations", "Defined Terms", "Transactions With Affiliates", "Consent To Jurisdiction", "Effective Dates", "Payments", "Further Assurances", "Adjustments", "Representations", "Solvency", "Integration", "Brokers", "Costs", "Positions", "Specific Performance", "Severability", "Assignments", "Enforceability", "Sales", "Jurisdictions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement represents the entirety of the parties\u2019 understandings and undertakings with respect to the Lease, the Leased Premises, and otherwise with respect to the subject matter of the Lawsuit. There are no other agreements, express or implied, between the parties. Neither party is relying upon representations or promises made by the other that are not expressly contained within this Agreement.", "references": ["Records", "Effectiveness", "Erisa", "Venues", "Withholdings", "Notices", "Defined Terms", "Solvency", "Duties", "Non-Disparagement", "Authority", "Tax Withholdings", "Taxes", "Brokers", "Sales", "Warranties", "Applicable Laws", "No Defaults", "Death", "Capitalization", "Positions", "Agreements", "Assigns", "Remedies", "Indemnifications", "Approvals", "Interests", "Further Assurances", "Integration", "Representations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This 2018-1 Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.", "references": ["Capitalization", "Compliance With Laws", "Erisa", "Participations", "Waivers", "Disability", "Entire Agreements", "Subsidiaries", "Duties", "Titles", "Closings", "Integration", "Interpretations", "Publicity", "Modifications", "Tax Withholdings", "Assigns", "Litigations", "Enforceability", "Effectiveness", "Fees", "Anti-Corruption Laws", "Jurisdictions", "Notices", "No Waivers", "Base Salary", "Authority", "Brokers", "Sanctions", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The RSU grant and the provisions of this Award Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to such state\u2019s conflict of laws or provisions, as provided in the Plan. For purposes of litigating any dispute that arises under this grant or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of North Carolina and agree that such litigation shall be conducted in the courts of Mecklenburg County, North Carolina, or the federal courts for the United States for the Western District of North Carolina, where this grant is made and/or to be performed.", "references": ["Further Assurances", "Liens", "No Conflicts", "Miscellaneous", "Terms", "Fees", "Taxes", "Positions", "Authorizations", "General", "Change In Control", "Construction", "Financial Statements", "Books", "Waivers", "Interests", "Terminations", "Use Of Proceeds", "Intellectual Property", "Benefits", "Warranties", "Interpretations", "Sanctions", "Non-Disparagement", "Defined Terms", "Enforceability", "Base Salary", "Subsidiaries", "Enforcements", "Sales", "Venues"], "gold": ["Venues"]}
+{"input": "During the Term, Employee may participate in all employee benefit plans or programs of the Company consistent with such plans and programs of the Company.\u00a0\u00a0The Company does not guarantee the adoption or continuance of any particular employee benefit plan or program during the Term, and Employee\u2019s participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto.", "references": ["Amendments", "No Defaults", "Anti-Corruption Laws", "Duties", "Integration", "Indemnifications", "Approvals", "Enforcements", "Disclosures", "Erisa", "Further Assurances", "Base Salary", "Withholdings", "Interpretations", "Liens", "Effective Dates", "Taxes", "Headings", "Modifications", "Vacations", "Adjustments", "Records", "Confidentiality", "Expenses", "Non-Disparagement", "General", "Solvency", "Subsidiaries", "Venues", "Miscellaneous", "Benefits"], "gold": ["Benefits"]}
+{"input": "Except as would not reasonably be expected to result in a Material Adverse Effect, each Credit Party and each of its Restricted Subsidiaries has good and defensible title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all Real Estate and all other personal Property (other than IP Rights, which is the subject of Section 3.14) necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens expressly permitted under Section 5.1 of this Agreement.", "references": ["Payments", "Releases", "Taxes", "Sales", "Titles", "Approvals", "Death", "Submission To Jurisdiction", "Defined Terms", "Definitions", "Enforceability", "No Defaults", "Publicity", "Authorizations", "Assigns", "Disclosures", "Qualifications", "Records", "Existence", "Interests", "Severability", "Withholdings", "Expenses", "Applicable Laws", "No Waivers", "Sanctions", "Venues", "Non-Disparagement", "Erisa", "Transactions With Affiliates", "Liens"], "gold": ["Liens"]}
+{"input": "The parties hereto and their respective legal counsel participated in the preparation of this Agreement; therefore, this agreement shall be construed neither against nor in favor of any of the parties hereto, but rather in accordance with the fair meaning thereof.", "references": ["Effectiveness", "Counterparts", "Consents", "Records", "Enforceability", "Organizations", "Defined Terms", "Books", "Cooperation", "Transactions With Affiliates", "Representations", "Indemnity", "Litigations", "Change In Control", "Fees", "Taxes", "Disclosures", "Further Assurances", "Effective Dates", "Modifications", "Existence", "Successors", "Binding Effects", "Capitalization", "Forfeitures", "Warranties", "Benefits", "Survival", "Governing Laws", "Severability", "Construction"], "gold": ["Construction"]}
+{"input": "The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (which, in any event, shall not be payable or reimbursed by the Company or any of its Subsidiaries); provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Solvency", "Integration", "Interpretations", "Defined Terms", "Sales", "Benefits", "Approvals", "Sanctions", "Consent To Jurisdiction", "Amendments", "No Conflicts", "Modifications", "Consents", "Change In Control", "Capitalization", "Litigations", "Anti-Corruption Laws", "No Defaults", "Enforcements", "Participations", "General", "Authority", "Representations", "Venues", "Titles", "Base Salary", "Authorizations", "Binding Effects", "Specific Performance", "Agreements", "Assignments"], "gold": ["Assignments"]}
+{"input": "(a) Schedule 3.07(a) sets forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) each Loan Party and each such Loan Party\u2019s jurisdiction of incorporation or organization, and (ii) the number of each class of each Loan Party\u2019s Equity Interests authorized, and the number outstanding, and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights. All Equity Interests of each Loan Party are duly and validly issued and are fully paid and non-assessable, and all Equity Interests of OBS are owned by Holdings and all Equity Interests of each Subsidiary of OBS are owned by OBS, directly or indirectly, through Subsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interests created by the ABL Security Documents (subject to the Intercreditor Agreement) and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the Closing Date, except as set forth in Schedule 3.07(a) , there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).", "references": ["Specific Performance", "Tax Withholdings", "Jurisdictions", "Agreements", "Vesting", "Books", "Counterparts", "Forfeitures", "Financial Statements", "Powers", "Duties", "Taxes", "Notices", "Liens", "Titles", "Releases", "Interpretations", "Use Of Proceeds", "Litigations", "General", "Confidentiality", "Authority", "Indemnity", "Integration", "Anti-Corruption Laws", "Defined Terms", "Waivers", "No Defaults", "Erisa", "Sales", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The provisions of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regards to choice of law provisions of the State of Delaware or any other provisions. The parties and their successors and assigns hereby irrevocable consent to the nonexclusive jurisdiction of the state and federal courts located in Atlanta, Georgia and Broward County, Florida in connection with any legal action between the parties related to this Amendment, and agree that venue will lie in such courts.", "references": ["Authority", "Vacations", "Authorizations", "Publicity", "Duties", "Assignments", "Agreements", "Titles", "Benefits", "Effectiveness", "Construction", "Effective Dates", "Payments", "Disclosures", "Tax Withholdings", "Waivers", "Costs", "No Waivers", "Fees", "Miscellaneous", "Jurisdictions", "Records", "Existence", "Adjustments", "Notices", "Interpretations", "Vesting", "Governing Laws", "Brokers", "Organizations", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Exosomes Fifth Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.", "references": ["Tax Withholdings", "Assignments", "Enforceability", "Financial Statements", "Survival", "Fees", "General", "Enforcements", "Miscellaneous", "Binding Effects", "Expenses", "Compliance With Laws", "Non-Disparagement", "Authorizations", "Indemnifications", "Erisa", "No Conflicts", "Brokers", "Use Of Proceeds", "Further Assurances", "Applicable Laws", "No Defaults", "Submission To Jurisdiction", "Closings", "Vesting", "Governing Laws", "Titles", "Modifications", "Solvency", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority, except for the filings necessary to perfect the Liens created by the Financing Documents and any necessary filings with the SEC, and do not violate, conflict with or cause a breach or a default under (a)\u00a0any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b)\u00a0any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause\u00a0(b), reasonably be expected to have a Material Adverse Effect.", "references": ["Taxes", "Warranties", "Records", "Tax Withholdings", "Costs", "Miscellaneous", "Indemnifications", "Litigations", "Authority", "Assignments", "Erisa", "Indemnity", "Solvency", "Compliance With Laws", "Effective Dates", "Terms", "Fees", "Binding Effects", "Submission To Jurisdiction", "General", "Powers", "Venues", "Specific Performance", "Survival", "Intellectual Property", "Defined Terms", "Authorizations", "Cooperation", "Amendments", "Forfeitures", "Organizations"], "gold": ["Organizations"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.", "references": ["Liens", "Base Salary", "Organizations", "Counterparts", "Assignments", "Confidentiality", "Venues", "Construction", "Submission To Jurisdiction", "Sales", "No Waivers", "Consent To Jurisdiction", "Brokers", "Binding Effects", "Authorizations", "General", "Subsidiaries", "Entire Agreements", "Fees", "Terms", "Further Assurances", "Interests", "Anti-Corruption Laws", "Transactions With Affiliates", "Vacations", "Existence", "Enforcements", "Survival", "Benefits", "Tax Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed a part of the Award for construction or interpretation.", "references": ["Insurances", "Waivers", "Use Of Proceeds", "Vacations", "No Waivers", "Organizations", "Assignments", "Disclosures", "Severability", "Forfeitures", "Survival", "Anti-Corruption Laws", "Assigns", "Approvals", "Effectiveness", "Submission To Jurisdiction", "Closings", "Death", "Agreements", "Employment", "Releases", "Entire Agreements", "General", "Miscellaneous", "Erisa", "Records", "Disability", "Duties", "Interests", "Payments", "Headings"], "gold": ["Headings"]}
+{"input": "None of the Sellers has, to its Knowledge, intentionally withheld disclosure from the Conflicts Committee or its advisors of any fact, the existence of which would, individually or in the aggregate, be reasonably expected to cause or have a Material Adverse Effect.", "references": ["Change In Control", "Releases", "Amendments", "Subsidiaries", "Vesting", "Fees", "No Conflicts", "Titles", "Sales", "Binding Effects", "Cooperation", "Organizations", "Withholdings", "Intellectual Property", "Litigations", "Warranties", "Effective Dates", "Existence", "Vacations", "Terms", "Participations", "Enforcements", "Successors", "Representations", "Solvency", "Assignments", "Transactions With Affiliates", "Specific Performance", "Consent To Jurisdiction", "Payments", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Corporation hereby agrees to indemnify and hold harmless Executive to the fullest extent permitted by the Corporatio n\u2019s Certificate of Incorporation, By-Laws, the Delaware General Corporation Law or any other applicable law, as any or all may be amended from time to time. Such reimbursements shall include but not be limited to Executive\u2019s reasonable and necessary out of pocket expenses including attorneys and expert fees, losses, judgments, claims, and\u00a0 settlement payments and any other such costs and expenses.", "references": ["Consent To Jurisdiction", "Survival", "Definitions", "Benefits", "Interpretations", "No Waivers", "Brokers", "Headings", "Disclosures", "Authorizations", "Binding Effects", "Miscellaneous", "Integration", "Specific Performance", "Tax Withholdings", "Change In Control", "Successors", "Taxes", "Waivers", "Waiver Of Jury Trials", "Non-Disparagement", "Severability", "Closings", "Capitalization", "Assigns", "Authority", "Further Assurances", "Representations", "Vacations", "Interests", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.", "references": ["Vacations", "Severability", "Base Salary", "Expenses", "Existence", "Records", "Enforcements", "Assignments", "Disability", "Change In Control", "Applicable Laws", "Closings", "Waivers", "Powers", "Solvency", "Releases", "General", "Cooperation", "Survival", "Capitalization", "Effective Dates", "Remedies", "Vesting", "Modifications", "Participations", "Fees", "Miscellaneous", "Venues", "Disclosures", "Employment", "Headings"], "gold": ["Headings"]}
+{"input": "Each provision of this Agreement shall be considered separate from the others and, if for any reason, any provision or its application is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, then such invalid, illegal or unenforceable provision shall not impair the operation of or affect any other provisions of this Agreement, and either (a) such invalid, illegal or unenforceable provision shall be construed and enforced to the maximum extent legally permissible or (b) the parties shall substitute for the invalid, illegal or unenforceable provision a valid, legal and enforceable provision with a substantially similar effect and intent.", "references": ["Powers", "Notices", "Terms", "Non-Disparagement", "Vesting", "Further Assurances", "Employment", "Duties", "Authority", "Anti-Corruption Laws", "Financial Statements", "Death", "Solvency", "Assignments", "Tax Withholdings", "Brokers", "Agreements", "Subsidiaries", "Consents", "Modifications", "Interpretations", "Payments", "Expenses", "Terminations", "Entire Agreements", "Disability", "Approvals", "Counterparts", "Positions", "Benefits", "Severability"], "gold": ["Severability"]}
+{"input": "Each Borrower will duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all Taxes, assessments and other governmental charges imposed upon them and their real properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid might by law become a lien or charge upon any of its properties; provided , that any such Tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall be the subject of a Permitted Contest; and provided further that such Borrower shall pay all such Taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor. Each Borrower will accurately prepare and timely file all tax returns required by law to be filed by it.", "references": ["Severability", "Governing Laws", "Notices", "Death", "Costs", "Assigns", "Survival", "Indemnifications", "Enforcements", "Submission To Jurisdiction", "Withholdings", "Participations", "General", "Modifications", "Further Assurances", "Cooperation", "Benefits", "Powers", "Brokers", "Remedies", "Integration", "Consents", "Waivers", "Liens", "Existence", "Sales", "Jurisdictions", "No Defaults", "Indemnity", "Arbitration", "Taxes"], "gold": ["Taxes"]}
+{"input": "All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including by facsimile or other electronic method of transmission) and shall be mailed, sent, or delivered in accordance with the notice provisions contained in the Facility Agreement.", "references": ["Existence", "Indemnifications", "Consent To Jurisdiction", "Erisa", "Transactions With Affiliates", "Entire Agreements", "No Defaults", "Approvals", "Waiver Of Jury Trials", "Payments", "Agreements", "Terminations", "Assignments", "Venues", "Non-Disparagement", "Vesting", "Headings", "Survival", "No Conflicts", "Positions", "Applicable Laws", "Sales", "Duties", "Waivers", "Solvency", "Adjustments", "Indemnity", "Qualifications", "Authority", "Enforcements", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or similar laws affecting creditors\u2019 rights generally or by general principles of equity.", "references": ["Anti-Corruption Laws", "Effectiveness", "Intellectual Property", "Jurisdictions", "Organizations", "Sanctions", "Payments", "Publicity", "Cooperation", "Adjustments", "Tax Withholdings", "Costs", "Enforcements", "Successors", "No Conflicts", "Enforceability", "Severability", "Waiver Of Jury Trials", "Participations", "Non-Disparagement", "Notices", "Base Salary", "General", "Disclosures", "Withholdings", "Vesting", "Consents", "Counterparts", "No Waivers", "Interpretations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Notes, shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary\u2019s (as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).", "references": ["Assigns", "Terminations", "Successors", "Interests", "Change In Control", "Expenses", "Effective Dates", "Interpretations", "Governing Laws", "Defined Terms", "Amendments", "No Defaults", "Fees", "Assignments", "Definitions", "Anti-Corruption Laws", "Capitalization", "Records", "Intellectual Property", "No Conflicts", "Non-Disparagement", "Construction", "Jurisdictions", "Solvency", "General", "Publicity", "Cooperation", "Sales", "Waiver Of Jury Trials", "Liens", "Remedies"], "gold": ["Remedies"]}
+{"input": "Whether or not the transactions contemplated by this Agreement are fully consummated, each Guarantor shall promptly pay (or reimburse, as the Administrative Agent may elect) all costs and expenses which the Administrative Agent has incurred or may incur in connection with the negotiation, preparation, reproduction, interpretation, administration and enforcement of this Agreement and all amendments, waivers, modifications and supplements hereto and the collection of all amounts due hereunder.", "references": ["Waiver Of Jury Trials", "Further Assurances", "Amendments", "Warranties", "Remedies", "Withholdings", "Venues", "Benefits", "Assigns", "Base Salary", "Use Of Proceeds", "Insurances", "General", "Binding Effects", "Brokers", "Subsidiaries", "Arbitration", "Non-Disparagement", "Powers", "Sales", "Authorizations", "Definitions", "Transactions With Affiliates", "Books", "Forfeitures", "Duties", "Waivers", "Compliance With Laws", "Applicable Laws", "Construction", "Expenses"], "gold": ["Expenses"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, the relevant Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e)\u00a0of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Agreements", "Compliance With Laws", "Amendments", "Successors", "Interests", "Effectiveness", "Employment", "Representations", "Adjustments", "Costs", "Powers", "Intellectual Property", "Arbitration", "Interpretations", "Counterparts", "Disclosures", "Disability", "Indemnity", "Withholdings", "Governing Laws", "Authorizations", "Liens", "Assignments", "Capitalization", "Severability", "Expenses", "Vesting", "Effective Dates", "Indemnifications", "Payments", "Participations"], "gold": ["Participations"]}
+{"input": "If such termination of employment is because of the Employee\u2019s Disability while in the employ of the Company, then the continued employment requirement for the Employee shall cease to apply and the Share Payout as a Percentage of Target Award for the PSUs shall be determined as of the Maturity Date and paid in accordance with Section 2(a) above; provided, however , that number of shares of Stock paid to the Employee shall be multiplied by a fraction, the numerator of which is the number of days elapsed from the Grant Date to the date of the Employee\u2019s Disability, and denominator of which is 1095.", "references": ["Severability", "Publicity", "Governing Laws", "No Conflicts", "Brokers", "Vacations", "Erisa", "Waivers", "Interpretations", "Integration", "Entire Agreements", "Venues", "Intellectual Property", "Applicable Laws", "Positions", "Agreements", "Disclosures", "Jurisdictions", "Indemnifications", "Submission To Jurisdiction", "Capitalization", "Consent To Jurisdiction", "Representations", "Expenses", "Non-Disparagement", "Remedies", "Counterparts", "Arbitration", "Sales", "Books", "Disability"], "gold": ["Disability"]}
+{"input": "All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until the Loan Obligations have been Fully Satisfied. The provisions of Sections 2.15 , 2.16 , 2.17 and 10.03 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.", "references": ["Confidentiality", "Successors", "Payments", "Tax Withholdings", "Sanctions", "Assigns", "Books", "Effectiveness", "Duties", "Notices", "General", "Benefits", "Indemnifications", "Indemnity", "Interpretations", "Costs", "Consents", "Compliance With Laws", "Participations", "Liens", "Specific Performance", "Vacations", "Submission To Jurisdiction", "No Conflicts", "Vesting", "Definitions", "Authority", "Venues", "Waiver Of Jury Trials", "Adjustments", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall be effective as of October 29, 2018 (the \u201c Effective Date \u201d).", "references": ["Financial Statements", "Subsidiaries", "No Conflicts", "Disability", "Duties", "Headings", "Survival", "Confidentiality", "Sales", "Authority", "Terms", "Consent To Jurisdiction", "Payments", "Cooperation", "Publicity", "Further Assurances", "Remedies", "Arbitration", "Successors", "Warranties", "Defined Terms", "Participations", "Vesting", "Powers", "Agreements", "Indemnifications", "Counterparts", "Death", "Anti-Corruption Laws", "Benefits", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Except to the extent expressly permitted under this Agreement or the SPMA, directly or indirectly sell, lease, transfer, assign or otherwise dispose of all or substantially all of its assets.", "references": ["Interpretations", "Definitions", "Miscellaneous", "Assigns", "Enforcements", "Brokers", "Titles", "Intellectual Property", "Taxes", "Benefits", "Liens", "Sanctions", "Warranties", "Use Of Proceeds", "Payments", "Vesting", "Records", "Disability", "Interests", "Representations", "Severability", "Binding Effects", "Successors", "Integration", "Publicity", "Cooperation", "Authority", "Litigations", "Books", "Insurances", "Sales"], "gold": ["Sales"]}
+{"input": "All communications and notices hereunder shall be given as provided in the Credit Agreement.", "references": ["Interpretations", "Effective Dates", "Warranties", "Indemnifications", "Employment", "Interests", "Submission To Jurisdiction", "Fees", "Qualifications", "Titles", "Sanctions", "Closings", "Benefits", "Insurances", "Duties", "Publicity", "Authorizations", "Counterparts", "Indemnity", "Taxes", "Withholdings", "Assignments", "Litigations", "Authority", "Waivers", "Sales", "Consent To Jurisdiction", "Agreements", "Vacations", "Governing Laws", "Notices"], "gold": ["Notices"]}
+{"input": "Each of the Loan Parties and each Restricted Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a)\u00a0such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b)\u00a0the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.", "references": ["Taxes", "Applicable Laws", "Expenses", "Fees", "Releases", "Liens", "Disclosures", "Counterparts", "Entire Agreements", "Specific Performance", "Vesting", "Consent To Jurisdiction", "Effective Dates", "Financial Statements", "No Waivers", "Subsidiaries", "Payments", "Governing Laws", "Closings", "No Defaults", "Remedies", "Employment", "Submission To Jurisdiction", "Records", "Definitions", "Death", "Agreements", "Base Salary", "Erisa", "Solvency", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the Laws of the State of New York (excluding the laws applicable to conflicts or choice of Law).", "references": ["Consents", "Financial Statements", "Compliance With Laws", "Survival", "Terminations", "Releases", "Tax Withholdings", "Jurisdictions", "Non-Disparagement", "Approvals", "Vesting", "Use Of Proceeds", "Expenses", "Arbitration", "Litigations", "Counterparts", "Defined Terms", "No Defaults", "Applicable Laws", "Liens", "Headings", "Participations", "Construction", "Assignments", "Death", "Indemnity", "Sales", "Vacations", "Authorizations", "Employment", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Party represents and warrants that it is a corporation or a limited liability company, duly incorporated, formed or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each Party represents and warrants that it has the requisite corporate power to execute, deliver and perform its obligations under this Agreement. Each Party represents and warrants that it has the requisite corporate power to operate its business as now conducted and is duly qualified as a foreign corporation to do business, and to the extent legally applicable, is in good standing, in each jurisdiction in which the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement. Each Party represents and warrants that this Agreement has been executed and delivered and constitutes the legal, valid and binding obligations of either Party, enforceable against such Party in accordance with its respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors\u2019 rights generally or the effect of general principles of equity.", "references": ["Applicable Laws", "Closings", "Vacations", "Severability", "Arbitration", "Assigns", "Waivers", "Authorizations", "Releases", "Litigations", "Disability", "Costs", "Records", "Benefits", "General", "Terms", "Vesting", "Definitions", "Jurisdictions", "Financial Statements", "Survival", "Effective Dates", "Integration", "Successors", "Change In Control", "Non-Disparagement", "Adjustments", "Binding Effects", "Modifications", "Headings", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "It is the intent of the Issuer, the Company and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Company and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the \u201c Series A Offering Expenses \u201d) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Company and the other members of the Apollo Operating Group in exchange for Series A Preferred Mirror Units issued by the Company and the other members of the Apollo Operating Group, and (ii) the Company and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.", "references": ["Venues", "Defined Terms", "Powers", "Agreements", "Authorizations", "Brokers", "Change In Control", "Non-Disparagement", "Severability", "Further Assurances", "Transactions With Affiliates", "Books", "Waiver Of Jury Trials", "Intellectual Property", "Forfeitures", "Binding Effects", "Counterparts", "Qualifications", "Existence", "Assigns", "No Defaults", "Disclosures", "Withholdings", "Governing Laws", "Warranties", "Enforcements", "Notices", "Participations", "Organizations", "Closings", "Expenses"], "gold": ["Expenses"]}
+{"input": "The closing of the sale and purchase of the PAYEX Member Interest to the Buyer shall take place contemporaneously with the execution of this Agreement at the offices of the Seller (the \u201c Closing \u201d). Buyer shall deliver to Seller the Cash Consideration by initiating a wire transfer to Seller\u2019s bank.", "references": ["Anti-Corruption Laws", "Interests", "Successors", "Capitalization", "Vacations", "Benefits", "Duties", "Approvals", "Remedies", "Miscellaneous", "Terminations", "Warranties", "Erisa", "Vesting", "Agreements", "Assignments", "Severability", "Survival", "Participations", "Construction", "Disability", "Releases", "Authority", "Liens", "Publicity", "Interpretations", "Governing Laws", "Records", "Defined Terms", "Taxes", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement may be amended only by a written agreement executed by the parties hereto which specifically states that it is amending this Agreement.", "references": ["Remedies", "Integration", "Intellectual Property", "Consents", "Warranties", "Solvency", "Employment", "Subsidiaries", "Effectiveness", "Assignments", "Vesting", "Disclosures", "Binding Effects", "Base Salary", "Notices", "Organizations", "Agreements", "Assigns", "Interpretations", "Authority", "Representations", "Forfeitures", "Compliance With Laws", "Tax Withholdings", "Specific Performance", "Death", "Modifications", "No Waivers", "Sales", "Terminations", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as set forth in the SEC Reports or on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.", "references": ["Benefits", "Litigations", "Miscellaneous", "Successors", "Powers", "Compliance With Laws", "Agreements", "Participations", "Terminations", "Books", "Authority", "Entire Agreements", "Specific Performance", "Erisa", "Waiver Of Jury Trials", "Payments", "Solvency", "Titles", "Applicable Laws", "Representations", "Insurances", "Counterparts", "Existence", "Assignments", "Sales", "Liens", "Financial Statements", "Construction", "Notices", "Capitalization", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Guaranty shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to the principles of conflicts of law thereunder.", "references": ["Positions", "Authorizations", "Remedies", "Confidentiality", "Sanctions", "Successors", "Erisa", "Effectiveness", "Vesting", "Solvency", "Expenses", "Non-Disparagement", "Construction", "Binding Effects", "Death", "Consents", "Interpretations", "Warranties", "Venues", "Use Of Proceeds", "Specific Performance", "Disability", "Applicable Laws", "Indemnifications", "Vacations", "Insurances", "Consent To Jurisdiction", "Tax Withholdings", "Cooperation", "Change In Control", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Executive hereby represents to the Company that (a)\u00a0he is legally entitled to enter into this Agreement and to perform the services contemplated herein and is not bound under any employment, consulting or other agreement to render services to any third party, (b)\u00a0he has the full right, power and authority, subject to no rights of third parties, to grant to the Company the rights contemplated by Section\u00a09(b) hereof, and (c)\u00a0he does not now have, nor within the last three (3)\u00a0years has he had, any ownership interest in any business enterprise (other than interests in publicly traded corporations where his ownership does not exceed one percent (1%) or more of the equity capital) which is a customer of the Company, any of its subsidiaries, or from which the Company or any of its subsidiaries purchases any goods or services or to whom such corporations owe any financial obligations or are required or directed to make any payments.", "references": ["Adjustments", "Authority", "Miscellaneous", "Anti-Corruption Laws", "Duties", "Entire Agreements", "Jurisdictions", "Subsidiaries", "Qualifications", "Tax Withholdings", "Participations", "Non-Disparagement", "Compliance With Laws", "Notices", "Remedies", "Further Assurances", "Fees", "Existence", "Terms", "Waivers", "Consents", "Taxes", "Cooperation", "Definitions", "Terminations", "Sales", "Disability", "Applicable Laws", "Publicity", "Titles", "Representations"], "gold": ["Representations"]}
+{"input": "Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Transactions and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened in writing to any Credit Party by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Transactions or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.", "references": ["Erisa", "Use Of Proceeds", "Records", "Assigns", "Closings", "Counterparts", "Fees", "Benefits", "Submission To Jurisdiction", "Agreements", "Headings", "Venues", "Jurisdictions", "No Defaults", "Payments", "Binding Effects", "Consent To Jurisdiction", "Vacations", "Further Assurances", "Miscellaneous", "Titles", "Costs", "General", "Compliance With Laws", "Sanctions", "Integration", "Change In Control", "Amendments", "Disclosures", "Specific Performance", "Consents"], "gold": ["Consents"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.", "references": ["Litigations", "Titles", "Venues", "Forfeitures", "Notices", "Costs", "Publicity", "Construction", "Indemnity", "No Conflicts", "Indemnifications", "Powers", "Withholdings", "Vesting", "Disclosures", "Enforceability", "Anti-Corruption Laws", "Adjustments", "Amendments", "Qualifications", "General", "Expenses", "Interpretations", "Employment", "Subsidiaries", "Liens", "Fees", "Death", "Erisa", "Compliance With Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Lender, each Issuing Bank, each Secured Swap Party and Secured Cash Management Provider hereby authorizes the Administrative Agent to release any Collateral and the guarantees of any Guarantor under the Guaranty and Collateral Agreement, and to execute and deliver to the Borrower, at the Borrower\u2019s sole cost and expense, any and all releases of Liens, releases of guaranty from the Guaranty and Collateral Agreement, termination statements, assignments or other documents reasonably requested by the Borrower, in accordance with Section \u00a012.20 .", "references": ["Further Assurances", "Expenses", "Closings", "No Waivers", "Indemnity", "Representations", "Intellectual Property", "Transactions With Affiliates", "Insurances", "Litigations", "Agreements", "Books", "Definitions", "General", "Arbitration", "Entire Agreements", "Binding Effects", "Employment", "Amendments", "Vesting", "Solvency", "Interests", "Existence", "Assignments", "Governing Laws", "Successors", "Approvals", "Subsidiaries", "Notices", "Non-Disparagement", "Liens"], "gold": ["Liens"]}
+{"input": "This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the Law of the State of Texas, including without limitation Texas laws relating to applicable statutes of limitation and burdens of proof and available remedies.\u00a0 THE PARTIES VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN TEXAS, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, AND EACH PARTY IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE RELATED TO OR ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.", "references": ["Severability", "Further Assurances", "Indemnity", "Closings", "Solvency", "Benefits", "Indemnifications", "Taxes", "Binding Effects", "Terms", "Authority", "Applicable Laws", "Definitions", "Governing Laws", "Modifications", "Consents", "Use Of Proceeds", "Duties", "Subsidiaries", "Costs", "General", "Transactions With Affiliates", "Tax Withholdings", "Counterparts", "Expenses", "Authorizations", "Forfeitures", "Defined Terms", "Intellectual Property", "Payments", "Venues"], "gold": ["Venues"]}
+{"input": "If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions will remain in full force and effect. The invalid or unenforceable provision will be modified so as to render it enforceable while giving effect, as nearly as possible to the original intent of the Parties.", "references": ["Confidentiality", "Fees", "Assignments", "Definitions", "Vesting", "Non-Disparagement", "Forfeitures", "Expenses", "Defined Terms", "Terms", "Insurances", "Survival", "Intellectual Property", "Compliance With Laws", "No Defaults", "Employment", "Interpretations", "Closings", "Authority", "Releases", "Transactions With Affiliates", "Payments", "Amendments", "Modifications", "Titles", "Change In Control", "Terminations", "Existence", "Subsidiaries", "Positions", "Severability"], "gold": ["Severability"]}
+{"input": "Consultant will be provided indemnification as contemplated by the bylaws of SES and the Indemnification Agreement entered into between SES and Mr. Rubin dated August 13, 2008.", "references": ["Agreements", "Records", "Governing Laws", "Benefits", "Disability", "Releases", "Arbitration", "Notices", "Publicity", "Taxes", "Assigns", "Compliance With Laws", "Warranties", "Sales", "Participations", "Indemnity", "Erisa", "Headings", "Survival", "Transactions With Affiliates", "General", "Sanctions", "Payments", "Duties", "Counterparts", "Brokers", "Construction", "Consent To Jurisdiction", "Powers", "Defined Terms", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof.", "references": ["Authorizations", "Indemnifications", "Closings", "Withholdings", "Assignments", "Cooperation", "Interpretations", "Indemnity", "Powers", "Titles", "Brokers", "Adjustments", "Consent To Jurisdiction", "Tax Withholdings", "Governing Laws", "Agreements", "Forfeitures", "Consents", "Effective Dates", "Binding Effects", "Construction", "Capitalization", "Expenses", "Authority", "Warranties", "Fees", "Records", "Existence", "Vacations", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement. This Agreement supersedes any prior communications, agreements or understandings, whether oral or written, between the Parties relating to the subject matter of this Agreement. Other than the terms of this Agreement, no other representation, promise or agreement has been made with Executive to cause Executive to sign this Agreement.", "references": ["Positions", "Consents", "Applicable Laws", "Venues", "No Conflicts", "Agreements", "Subsidiaries", "Forfeitures", "Severability", "Terminations", "Submission To Jurisdiction", "Organizations", "Specific Performance", "Assignments", "Binding Effects", "Approvals", "Miscellaneous", "Capitalization", "Financial Statements", "Enforceability", "Defined Terms", "Effective Dates", "Existence", "Death", "Anti-Corruption Laws", "Adjustments", "Indemnity", "Consent To Jurisdiction", "Insurances", "Benefits", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except as expressly set forth in this Amendment, all terms of the Consulting Agreement shall remain in full force and effect through December 31, 2020, and all terms of the Consulting Agreement, as amended hereby, shall apply to this Amendment as if this Amendment was part of the Consulting Agreement.", "references": ["Submission To Jurisdiction", "Effectiveness", "Use Of Proceeds", "No Waivers", "No Defaults", "Non-Disparagement", "Tax Withholdings", "Liens", "Closings", "Powers", "Compliance With Laws", "Enforcements", "Payments", "Disclosures", "Capitalization", "Survival", "Existence", "Indemnifications", "Insurances", "Integration", "Effective Dates", "Expenses", "Approvals", "Employment", "Adjustments", "Definitions", "Litigations", "Modifications", "Costs", "Terms", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Each Party hereto may, from time to time, without affecting any of such Party's rights hereunder, assign or transfer any or all of the Obligations owing to such Party or any interest therein, provided that prompt written notice thereof is given to the other Party hereto, and the assignment or transfer is made expressly subject to the terms of this Subordination Agreement and the assignee or transferee of such Party agrees in writing to be bound by the provisions of this Subordination Agreement.", "references": ["Benefits", "Costs", "Records", "Assigns", "Survival", "Authority", "Insurances", "Disability", "Severability", "Enforceability", "Effectiveness", "Liens", "Qualifications", "Fees", "Solvency", "Change In Control", "Confidentiality", "Representations", "Venues", "Non-Disparagement", "Tax Withholdings", "Submission To Jurisdiction", "Definitions", "Death", "Consents", "Miscellaneous", "Approvals", "Forfeitures", "Erisa", "Effective Dates", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Company and its Subsidiaries carry or are entitled to the benefits of insurance, with insurers believed to be financially sound and reputable, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. The Company has no reason to believe that it or any Subsidiary will not be able (A)\u00a0to renew its existing insurance coverage as and when such policies expire or (B)\u00a0to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect.", "references": ["Terms", "Brokers", "Anti-Corruption Laws", "Vesting", "Litigations", "Terminations", "Confidentiality", "Financial Statements", "Titles", "Costs", "Indemnifications", "Miscellaneous", "Liens", "General", "Survival", "Warranties", "Capitalization", "Effective Dates", "Closings", "Specific Performance", "Adjustments", "No Waivers", "Further Assurances", "Waiver Of Jury Trials", "Authorizations", "Disclosures", "Counterparts", "Withholdings", "Benefits", "Assigns", "Insurances"], "gold": ["Insurances"]}
+{"input": "In consideration of Employee\u2019s execution and compliance with this Agreement, NSM agrees to provide Employee with the payments and benefits as set forth in that certain Retention Bonus Agreement between NSM and Employee dated December ___, 2017. Employee understands and acknowledges that the consideration given pursuant to this Agreement in exchange for the execution of and compliance with this Agreement is given in addition to anything of value to which Employee is, as a matter of law, entitled.", "references": ["Interpretations", "Adjustments", "Consent To Jurisdiction", "Base Salary", "Taxes", "Subsidiaries", "Tax Withholdings", "Closings", "Modifications", "Enforcements", "Qualifications", "Non-Disparagement", "Duties", "Litigations", "Titles", "Terminations", "Remedies", "General", "No Waivers", "Entire Agreements", "Participations", "Transactions With Affiliates", "Arbitration", "Warranties", "Compliance With Laws", "Insurances", "Miscellaneous", "Intellectual Property", "Assignments", "Effectiveness", "Payments"], "gold": ["Payments"]}
+{"input": "Purchaser shall have received all such other and further documents and documentation as Purchaser shall require.", "references": ["Expenses", "Positions", "Survival", "Amendments", "Disability", "Authorizations", "Qualifications", "Employment", "Counterparts", "Cooperation", "Entire Agreements", "Approvals", "Interpretations", "Representations", "Arbitration", "Terminations", "No Conflicts", "Integration", "Records", "Miscellaneous", "Sanctions", "Change In Control", "Use Of Proceeds", "Financial Statements", "Transactions With Affiliates", "Warranties", "Submission To Jurisdiction", "Forfeitures", "Titles", "Withholdings", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Notwithstanding Section 14 or any other provision in this Agreement or the Plan to the contrary, because the Company is headquartered in the State of Ohio, the provisions of this Section 12 of the Agreement, shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to the choice of law rules of any other state or country, including any other state or country in which the Participant works.", "references": ["Counterparts", "Consent To Jurisdiction", "Modifications", "Amendments", "Representations", "Records", "Duties", "Submission To Jurisdiction", "Qualifications", "Survival", "Effective Dates", "Agreements", "Approvals", "Change In Control", "Taxes", "Sales", "General", "Remedies", "Consents", "Participations", "Organizations", "Disability", "Insurances", "Sanctions", "Applicable Laws", "Subsidiaries", "Fees", "Benefits", "Enforceability", "Costs", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Term, Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company\u2019s senior executives or to its employees on substantially the same basis that such benefits are provided to such senior executives (including, without limitation, profit-sharing, savings and other retirement plans (e.g., a 401(k)\u00a0plan) or programs, medical, dental, hospitalization, vision, short-term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, supplemental long-term disability insurance, insurance and operating costs, and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs, whether funded or unfunded); provided , however , that nothing in this Agreement shall be construed to require the Company to establish or maintain any such plans, programs or arrangements.", "references": ["Venues", "Liens", "Arbitration", "Vacations", "Jurisdictions", "Participations", "Records", "Survival", "Governing Laws", "Brokers", "Fees", "Costs", "Enforceability", "Tax Withholdings", "Titles", "Forfeitures", "No Conflicts", "Publicity", "Successors", "Counterparts", "Assignments", "Sales", "No Defaults", "Consents", "Employment", "Miscellaneous", "Consent To Jurisdiction", "Erisa", "Financial Statements", "Terms", "Benefits"], "gold": ["Benefits"]}
+{"input": "Subject to the provisions of this Agreement, and for the consideration herein stated, Seller agrees to sell the Property to Purchaser and Purchaser agrees to buy the Property from Seller.", "references": ["Approvals", "Venues", "Books", "Binding Effects", "Duties", "Intellectual Property", "Existence", "Indemnity", "Forfeitures", "Litigations", "Remedies", "Integration", "Financial Statements", "Arbitration", "Vesting", "Publicity", "Disability", "Entire Agreements", "Representations", "Organizations", "No Defaults", "Consents", "Enforceability", "Amendments", "Submission To Jurisdiction", "Releases", "Costs", "General", "Withholdings", "Tax Withholdings", "Sales"], "gold": ["Sales"]}
+{"input": "This Agreement constitutes the entire understanding of the parties on the subjects covered. It cannot be modified or waived except in a writing signed by me and a duly authorized officer of the Company. I enter into this Agreement voluntarily.", "references": ["Compliance With Laws", "Terms", "Brokers", "Remedies", "Definitions", "Construction", "Publicity", "Change In Control", "Successors", "Duties", "Liens", "Tax Withholdings", "Effectiveness", "Governing Laws", "Sales", "Terminations", "Amendments", "Intellectual Property", "Counterparts", "Representations", "Closings", "No Defaults", "Subsidiaries", "Existence", "Waivers", "Specific Performance", "Capitalization", "Integration", "Severability", "Disability", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company will use the proceeds from the sale of the Securities for general corporate purposes, including the repayment of outstanding indebtedness.", "references": ["Qualifications", "Terminations", "Counterparts", "Interpretations", "Assigns", "No Waivers", "Erisa", "Integration", "Survival", "Death", "Authorizations", "Entire Agreements", "Jurisdictions", "Notices", "Participations", "No Defaults", "Sanctions", "Indemnifications", "Vacations", "Base Salary", "Effectiveness", "Binding Effects", "General", "Construction", "Anti-Corruption Laws", "Effective Dates", "Withholdings", "Books", "Submission To Jurisdiction", "Taxes", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not effect the remaining provisions of this Agreement which shall remain in full force and effect.", "references": ["Waivers", "Organizations", "Sanctions", "Benefits", "Costs", "Governing Laws", "Adjustments", "Representations", "Definitions", "Death", "Releases", "No Conflicts", "Counterparts", "Indemnity", "Vesting", "Enforceability", "Headings", "Authorizations", "Existence", "Publicity", "Sales", "Powers", "Integration", "Venues", "Effectiveness", "Interests", "Titles", "Disclosures", "Authority", "Modifications", "Severability"], "gold": ["Severability"]}
+{"input": "During the Employment Period, Executive shall receive an annual base salary in an amount equal to Two Hundred Thousand dollars ($200,000), less all applicable withholdings, which shall be paid in accordance with the customary payroll practices of the Company (as in effect from time to time, the \u201c Annual Base Salary \u201d). The Annual Base Salary shall be prorated for partial calendar years of employment and shall be subject to annual review and possible increase as determined by the Board of Directors of the Company (the \u201c Board \u201d), in its sole discretion.", "references": ["Counterparts", "Fees", "Tax Withholdings", "Duties", "Anti-Corruption Laws", "Severability", "Integration", "Amendments", "Submission To Jurisdiction", "Authority", "Non-Disparagement", "Survival", "Qualifications", "Powers", "Existence", "Authorizations", "Terms", "Vacations", "Books", "Death", "Entire Agreements", "Miscellaneous", "No Defaults", "Headings", "Jurisdictions", "Participations", "Consent To Jurisdiction", "Arbitration", "Binding Effects", "Litigations", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "During the Term, the Employer shall pay to Executive base salary at the rate equal to $350,000 (\u201c Base Salary \u201d), less normal withholdings, payable in approximately equal bi-weekly or other installments as are or become customary under the Employer\u2019s payroll practices for its Executives from time to time. The Compensation Committee of the Board of Directors of the Company and the Bank (the \u201c Compensation Committee \u201d) shall review Executive\u2019s Base Salary from time to time and may increase, but not decrease, such Base Salary in connection with such review.", "references": ["Compliance With Laws", "Costs", "No Defaults", "Brokers", "Enforcements", "Survival", "Sanctions", "Participations", "Forfeitures", "Positions", "Employment", "Death", "Records", "Books", "Withholdings", "Qualifications", "Enforceability", "Use Of Proceeds", "Closings", "Sales", "Severability", "Integration", "Authority", "Interests", "Capitalization", "Insurances", "Waiver Of Jury Trials", "Indemnity", "Construction", "Terminations", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in writing and directed to a Party at its address shown below or such other address as such Party shall have last given by notice to the other Party. A notice will be deemed received: if delivered personally, on the date of delivery; if mailed, five (5) days after deposit in the United States mail; if sent via courier, one (1) business day after deposit with the courier service.", "references": ["Withholdings", "Closings", "Duties", "Submission To Jurisdiction", "Modifications", "Indemnifications", "Waivers", "Liens", "Fees", "Transactions With Affiliates", "Use Of Proceeds", "Terms", "Subsidiaries", "Taxes", "Powers", "Forfeitures", "Further Assurances", "Vacations", "Effective Dates", "Severability", "Tax Withholdings", "Sales", "Warranties", "Payments", "Consents", "Benefits", "Confidentiality", "Non-Disparagement", "Insurances", "Effectiveness", "Notices"], "gold": ["Notices"]}
+{"input": "In connection with this Agreement and the transactions contemplated thereby, each Party shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.", "references": ["Costs", "Arbitration", "Defined Terms", "Warranties", "Expenses", "Liens", "Integration", "Withholdings", "Erisa", "Miscellaneous", "Brokers", "Positions", "Benefits", "Capitalization", "Records", "Applicable Laws", "Transactions With Affiliates", "Sales", "Consent To Jurisdiction", "Subsidiaries", "Terminations", "Vacations", "Survival", "Books", "Base Salary", "Jurisdictions", "Terms", "Titles", "Anti-Corruption Laws", "Counterparts", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Company shall be entitled to withhold from amounts payable or benefits accorded to Executive under this Agreement all federal, state and local income, employment and other taxes, as and in such amounts as may be required by applicable law.", "references": ["Effectiveness", "Arbitration", "Binding Effects", "Miscellaneous", "Warranties", "Remedies", "Solvency", "Applicable Laws", "Financial Statements", "Brokers", "No Defaults", "No Conflicts", "Powers", "Headings", "Books", "Interests", "Duties", "Representations", "Litigations", "Jurisdictions", "Base Salary", "Modifications", "Organizations", "Payments", "Sanctions", "Change In Control", "Sales", "Employment", "Authorizations", "Qualifications", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Lease may be executed in counterparts, each of which constitutes an original and all of which taken together shall constitute one agreement.", "references": ["Integration", "Titles", "Records", "No Conflicts", "Brokers", "Amendments", "Survival", "Applicable Laws", "Assigns", "Intellectual Property", "Jurisdictions", "Sales", "Litigations", "Qualifications", "Approvals", "Transactions With Affiliates", "Authority", "No Waivers", "Cooperation", "Binding Effects", "Severability", "Notices", "Remedies", "Modifications", "Organizations", "Terminations", "Liens", "Non-Disparagement", "Releases", "Use Of Proceeds", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Terms defined in the Note and Guarantee Agreement are used herein as defined therein.", "references": ["Existence", "Specific Performance", "Jurisdictions", "Arbitration", "No Conflicts", "Interpretations", "Indemnity", "Terminations", "Death", "Liens", "Severability", "Payments", "Costs", "Miscellaneous", "Cooperation", "Insurances", "Assignments", "Participations", "Defined Terms", "No Defaults", "Integration", "Brokers", "Headings", "Successors", "Records", "Financial Statements", "Vesting", "Transactions With Affiliates", "Consent To Jurisdiction", "Non-Disparagement", "Definitions"], "gold": ["Definitions"]}
+{"input": "The interpretation, performance and enforcement of this Agreement shall be governed by the internal laws of the State of Texas, without giving effect to any choice of law or rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the parties hereto.", "references": ["Brokers", "Forfeitures", "Interests", "Adjustments", "Definitions", "Use Of Proceeds", "Successors", "Books", "Taxes", "Closings", "Notices", "Solvency", "Interpretations", "Integration", "Approvals", "Qualifications", "Transactions With Affiliates", "Employment", "Counterparts", "Severability", "Vacations", "Publicity", "Amendments", "No Defaults", "Arbitration", "Payments", "Further Assurances", "Records", "Headings", "Financial Statements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, the Tax Receivable Agreement and the Representative Agreement constitute the entire agreement among the applicable Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the applicable Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.", "references": ["Integration", "Tax Withholdings", "Definitions", "Compliance With Laws", "Effective Dates", "Powers", "Brokers", "Specific Performance", "Sanctions", "Indemnifications", "Binding Effects", "Liens", "Disclosures", "No Waivers", "Waivers", "Positions", "Duties", "Approvals", "Defined Terms", "Expenses", "No Defaults", "Disability", "Counterparts", "Erisa", "Publicity", "Taxes", "Effectiveness", "Terminations", "Subsidiaries", "Agreements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Plan is established under, and will be construed according to, the laws of the State of New York, to the extent such laws are not preempted by the ERISA or Code and regulations published thereunder.", "references": ["Representations", "Participations", "Subsidiaries", "Interpretations", "Authority", "Assigns", "Definitions", "Enforceability", "Qualifications", "Integration", "No Waivers", "Intellectual Property", "Vesting", "Change In Control", "No Conflicts", "Submission To Jurisdiction", "Sales", "Vacations", "Costs", "Construction", "Further Assurances", "Liens", "Anti-Corruption Laws", "Entire Agreements", "Indemnity", "Survival", "Defined Terms", "Effective Dates", "Adjustments", "Tax Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding brought against either of the parties to this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern District of New York and, by its execution and delivery of this Agreement, each party to this Agreement accepts the jurisdiction of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties to this Agreement.", "references": ["Definitions", "Costs", "Positions", "No Waivers", "Effectiveness", "Disclosures", "Taxes", "Integration", "Waivers", "Modifications", "Closings", "Organizations", "Amendments", "Headings", "Base Salary", "Litigations", "Capitalization", "Participations", "Counterparts", "Records", "No Defaults", "Forfeitures", "Defined Terms", "Venues", "Anti-Corruption Laws", "Titles", "Further Assurances", "Vacations", "Assigns", "Tax Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, Lamar and each Originator hereby authorizes the Buyer, the Administrative Agent and each Lender (collectively, the \u201c Set-off Parties \u201d), at any time and from time to time, to the fullest extent permitted by law, to set off, against any obligations of Lamar or such Originator to such Set-off Party arising in connection with the Transaction Documents (including, without limitation, amounts payable pursuant to Section \u00a09.1 ) that are then due and payable or that are not then due and payable but have accrued, any and all deposits (general or special, time or demand, provisional or final) at any time held by, and any and all indebtedness at any time owing by, any Set-off Party to or for the credit or the account of Lamar or such Originator.", "references": ["Authority", "Positions", "Adjustments", "Tax Withholdings", "Agreements", "Waivers", "Cooperation", "Records", "Amendments", "Anti-Corruption Laws", "Remedies", "Specific Performance", "Compliance With Laws", "Terms", "Approvals", "General", "Binding Effects", "Further Assurances", "Non-Disparagement", "Arbitration", "Erisa", "Effectiveness", "Litigations", "Disclosures", "Jurisdictions", "Expenses", "Counterparts", "Employment", "Books", "Definitions", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Unless preempted by federal law, this Award Agreement and the Award will be construed and enforced in accordance with, and governed by, the laws of the State of Michigan, determined without regard to its conflict of law rules.", "references": ["Enforcements", "Closings", "Counterparts", "Specific Performance", "Qualifications", "Base Salary", "Financial Statements", "Subsidiaries", "Capitalization", "Miscellaneous", "Consent To Jurisdiction", "Binding Effects", "Duties", "Construction", "Interpretations", "Amendments", "Taxes", "Intellectual Property", "Integration", "Consents", "No Defaults", "Benefits", "Payments", "Notices", "Participations", "Sales", "Severability", "Erisa", "Adjustments", "Cooperation", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties agree that certain matters in which the Executive will be involved during the Employment Period may necessitate the Executive\u2019s cooperation in the future. Accordingly, following the termination of the Executive\u2019s employment for any reason, to the extent reasonably requested by the Company, the Executive shall cooperate with the Company, Company Affiliates and its or their counsel, including information requests relating to the business or affairs of the Company, as well as any investigation, litigation, arbitration or other proceeding related to the business or affairs of the Company, other than in connection with any dispute between the Executive and the Company or any Company Affiliate; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive\u2019s business or personal affairs, including limiting Executive\u2019s travel to the extent reasonably possible. The cooperation includes the Executive making himself available for reasonable periods of time (with due regard for his other commitments) upon reasonable notice to the Executive in any such litigation or investigation and providing testimony before or during such litigation or investigation. The Company shall reimburse the Executive for reasonable out-of-pocket expenses incurred in connection with such cooperation; provided that, if the Company requires the Executive to devote significant time to such cooperation, the Company and the Executive will establish in good faith a reasonable hourly or daily rate for the time spent by the Executive on such cooperation, based on the Executive\u2019s Base Salary as of the termination date.", "references": ["Modifications", "Applicable Laws", "Use Of Proceeds", "Base Salary", "Vacations", "Remedies", "Financial Statements", "Disclosures", "Specific Performance", "Change In Control", "Liens", "Enforcements", "Terms", "Costs", "Arbitration", "No Defaults", "Duties", "Amendments", "Assigns", "Assignments", "Terminations", "Non-Disparagement", "Records", "Effective Dates", "Participations", "Construction", "Titles", "Defined Terms", "Enforceability", "Headings", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Unless specifically indicated otherwise, this Plan supersedes any and all prior communications understandings, arrangements or agreements between the parties, including the Employer, the Company, the Board, the Committee and any and all Participants, whether written, oral, express or implied relating thereto.", "references": ["Survival", "No Conflicts", "Disclosures", "Use Of Proceeds", "Enforcements", "Financial Statements", "Disability", "Terminations", "Integration", "Definitions", "Counterparts", "Notices", "Applicable Laws", "Vacations", "Cooperation", "Death", "Sanctions", "Titles", "Base Salary", "Interests", "Qualifications", "Remedies", "Authorizations", "Defined Terms", "Terms", "Participations", "Adjustments", "Arbitration", "Closings", "Sales", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall terminate upon the earlier to occur of (x) the permanent reduction of the Series 2018-1 Class A-1 Notes Maximum Principal Amount to zero in accordance with Section 2.05(a) and payment in full of all monetary Obligations in respect of the Series 2018-1 Class A-1 Notes, (y) the payment in full of all monetary Obligations in respect of the Series 2018-1 Class A-1 Notes on or after the Class A-1 Notes Renewal Date (as may be extended from time to time) and (z) the satisfaction and discharge of the Indenture pursuant to Article Twelve of the Base Indenture.", "references": ["Integration", "Applicable Laws", "Binding Effects", "Sales", "Enforceability", "Subsidiaries", "Waiver Of Jury Trials", "Solvency", "Arbitration", "Duties", "Qualifications", "Capitalization", "Powers", "Authority", "Agreements", "Vacations", "Payments", "Interpretations", "Expenses", "Amendments", "Severability", "Compliance With Laws", "Transactions With Affiliates", "Defined Terms", "Survival", "Sanctions", "Erisa", "Assignments", "Base Salary", "Forfeitures", "Terms"], "gold": ["Terms"]}
+{"input": "Each of the Borrower and each of its Subsidiaries has filed or caused to be filed all tax returns which are required to be filed (or has obtained authorized extensions for such filings) and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower, as the case may be); no material tax Lien has been filed against the Borrower or any of its Subsidiaries, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charges.", "references": ["Waivers", "Governing Laws", "Compliance With Laws", "Integration", "Amendments", "Vacations", "Successors", "Anti-Corruption Laws", "Non-Disparagement", "Modifications", "Jurisdictions", "Disability", "Erisa", "Fees", "Confidentiality", "Remedies", "Change In Control", "General", "Books", "Representations", "Brokers", "Interests", "Qualifications", "Interpretations", "Closings", "Assigns", "Indemnity", "Notices", "No Conflicts", "Payments", "Taxes"], "gold": ["Taxes"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until the Termination Date. The provisions of Sections \u00a02.15 , 2.16 , 2.17 , 9.03 and 9.13 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of any Additional Commitment, the occurrence of the Termination Date or the termination of this Agreement or any provision hereof but in each case, subject to the limitations set forth in this Agreement.", "references": ["Terminations", "Vesting", "Assignments", "Brokers", "Severability", "Subsidiaries", "Terms", "Qualifications", "Financial Statements", "Consents", "Disclosures", "Interpretations", "Sales", "Effective Dates", "Withholdings", "Assigns", "Base Salary", "Participations", "Positions", "Binding Effects", "Erisa", "Employment", "Waiver Of Jury Trials", "Fees", "Authorizations", "Definitions", "Tax Withholdings", "Existence", "Publicity", "Governing Laws", "Survival"], "gold": ["Survival"]}
+{"input": "Subject to Section\u00a04.3 of this Agreement, in any suit, action or proceeding seeking to enforce any provision of this Agreement, the Executive hereby (a)\u00a0irrevocably consents to the exclusive jurisdiction of any federal court located in the State of New Jersey or any of the state courts of the State of New Jersey; (b)\u00a0waives, to the fullest extent permitted by applicable law, any objection which he may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; and (c)\u00a0agrees that process in any such suit, action or proceeding may be served on him anywhere in the world, whether within or without the jurisdiction of such court, and, without limiting the foregoing, irrevocably agrees that service of process on such party, in the same manner as provided for notices in Section\u00a04.8 of this Agreement, shall be deemed effective service of process on such party in any such suit, action or proceeding. The Executive and Company agree to waive any right to a jury in connection with any judicial proceeding.", "references": ["Brokers", "Definitions", "Arbitration", "Governing Laws", "Vacations", "Indemnity", "Erisa", "Enforceability", "Waivers", "Assigns", "Representations", "Payments", "Amendments", "Closings", "Withholdings", "Specific Performance", "Further Assurances", "Disclosures", "Notices", "Records", "Fees", "Headings", "Compliance With Laws", "No Conflicts", "Remedies", "Capitalization", "Warranties", "Cooperation", "Costs", "Authorizations", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Whenever any notice is required or permitted to be given under the terms of this Note, the same shall be given in accordance with Section\u00a011.11 of the Credit Agreement.", "references": ["Compliance With Laws", "Authorizations", "Enforceability", "Anti-Corruption Laws", "Death", "Integration", "Capitalization", "Definitions", "Costs", "Indemnity", "Cooperation", "Warranties", "Submission To Jurisdiction", "Expenses", "Vacations", "Insurances", "Solvency", "Duties", "Successors", "Construction", "Defined Terms", "Arbitration", "Consent To Jurisdiction", "Agreements", "Sanctions", "Survival", "Brokers", "Use Of Proceeds", "Entire Agreements", "No Waivers", "Notices"], "gold": ["Notices"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will, and will cause its Subsidiaries and their respective officers and employees and will use its best efforts to cause its directors and agents, to be in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["Severability", "Disclosures", "Binding Effects", "Sales", "Approvals", "Subsidiaries", "Specific Performance", "Duties", "Further Assurances", "Positions", "Consents", "Applicable Laws", "Organizations", "Waivers", "Consent To Jurisdiction", "Indemnifications", "Expenses", "Defined Terms", "Vacations", "Publicity", "Governing Laws", "Interests", "Vesting", "Solvency", "Assignments", "No Waivers", "Tax Withholdings", "Indemnity", "Effective Dates", "Insurances", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company hereby employs the Employee, and the Employee hereby accepts such employment under this Agreement, for the period commencing on the date hereof and ending June\u00a030, 2021 (or such earlier date as is determined in accordance with Section\u00a09 hereof). Additionally, prior to July\u00a01 of each year, the Employee\u2019s term of employment and this Agreement shall be extended for an additional one-year period beyond the then effective expiration date, provided that the Compensation Committee of the Board determines in a duly adopted resolution that the performance of the Employee has met the Board\u2019s requirements and standards, and that this Agreement shall be extended. Prior to July\u00a01 of each such year, the Compensation Committee and the Board shall meet to review the Employee\u2019s performance and determine whether the term of this Agreement shall be extended. By written notice, the Board will inform the Employee as soon as possible after the Board\u2019s annual review whether the Board has determined to extend the term of this Agreement.", "references": ["Binding Effects", "Remedies", "Miscellaneous", "Vesting", "Applicable Laws", "Assignments", "Interests", "General", "Severability", "Transactions With Affiliates", "Intellectual Property", "Governing Laws", "Enforceability", "Headings", "Integration", "Specific Performance", "No Conflicts", "Non-Disparagement", "Enforcements", "Death", "Powers", "Notices", "Indemnifications", "No Defaults", "Authorizations", "Anti-Corruption Laws", "Survival", "Closings", "Disability", "Venues", "Terms"], "gold": ["Terms"]}
+{"input": "If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.", "references": ["Titles", "Tax Withholdings", "Insurances", "Death", "Effectiveness", "Withholdings", "Notices", "Construction", "Indemnifications", "Taxes", "Agreements", "Adjustments", "Use Of Proceeds", "Liens", "Enforceability", "General", "Warranties", "Counterparts", "Integration", "Terminations", "Waivers", "Authorizations", "Base Salary", "Effective Dates", "Amendments", "Organizations", "Assignments", "Subsidiaries", "Submission To Jurisdiction", "Qualifications", "Severability"], "gold": ["Severability"]}
+{"input": "If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the parties hereto that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable to the maximum extent permitted while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is valid, legal and enforceable and that achieves the original intent of the parties hereto.", "references": ["Titles", "Tax Withholdings", "Disclosures", "Taxes", "Representations", "Base Salary", "Definitions", "Use Of Proceeds", "Publicity", "Indemnifications", "Modifications", "Positions", "No Defaults", "Warranties", "Effective Dates", "Governing Laws", "Participations", "Books", "Counterparts", "Defined Terms", "Assignments", "Waiver Of Jury Trials", "Records", "Interpretations", "Organizations", "Waivers", "Anti-Corruption Laws", "Vesting", "Vacations", "Authorizations", "Severability"], "gold": ["Severability"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.", "references": ["Amendments", "Definitions", "Vacations", "Successors", "Terms", "Approvals", "Cooperation", "Non-Disparagement", "Remedies", "No Defaults", "Use Of Proceeds", "Transactions With Affiliates", "Forfeitures", "Defined Terms", "Closings", "Consents", "Applicable Laws", "Counterparts", "Liens", "Sales", "Anti-Corruption Laws", "Notices", "Death", "Releases", "Subsidiaries", "Tax Withholdings", "Intellectual Property", "No Waivers", "Submission To Jurisdiction", "Disability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "A Designated Employee shall be eligible to participate in all retirement, welfare and fringe benefit plans and arrangements that the Company provides to its employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to such Designated Employee, in the aggregate, than the terms and provisions available to other similarly situated employees of the Company.", "references": ["Insurances", "Enforcements", "Use Of Proceeds", "Waiver Of Jury Trials", "Notices", "Sanctions", "Survival", "Financial Statements", "Qualifications", "Disability", "Forfeitures", "Indemnifications", "Organizations", "Effective Dates", "Entire Agreements", "Vesting", "Costs", "Publicity", "Venues", "Terms", "No Defaults", "Counterparts", "Fees", "Applicable Laws", "Authority", "Intellectual Property", "Headings", "Representations", "Powers", "Tax Withholdings", "Benefits"], "gold": ["Benefits"]}
+{"input": "Each Loan Party and each of its respective Restricted Subsidiaries has good and valid record title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for Liens permitted by Section 7.01 and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.", "references": ["Death", "Insurances", "Capitalization", "Assigns", "No Waivers", "Change In Control", "Authority", "Transactions With Affiliates", "Brokers", "Defined Terms", "Assignments", "Integration", "Payments", "Binding Effects", "Specific Performance", "Use Of Proceeds", "Taxes", "Positions", "Qualifications", "Notices", "Existence", "Approvals", "Survival", "Terminations", "Construction", "Closings", "No Defaults", "Sanctions", "Severability", "Organizations", "Liens"], "gold": ["Liens"]}
+{"input": "LESSEE agrees throughout the Lease Term to maintain operational control of the Aircraft and use the Aircraft in accordance with applicable Laws of the State of Registration and of any country, state, territory or municipality into or over which LESSEE may operate and in accordance with the applicable regulations of IATA. LESSEE will not employ, suffer or cause the Aircraft to be used in any business which is forbidden by Law or in any manner which may render it liable to condemnation, destruction, seizure, or confiscation by any authority. LESSEE will not permit the Aircraft to fly to any airport or country if so doing would cause LESSOR to be in violation of any U.S. Law.", "references": ["Indemnity", "Submission To Jurisdiction", "Remedies", "No Defaults", "Effectiveness", "Withholdings", "Disability", "Integration", "Benefits", "Brokers", "Releases", "Confidentiality", "Solvency", "Participations", "Non-Disparagement", "Applicable Laws", "Survival", "No Conflicts", "Tax Withholdings", "Employment", "Erisa", "Liens", "Subsidiaries", "Consent To Jurisdiction", "Books", "Approvals", "Jurisdictions", "General", "Financial Statements", "Payments", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "To the extent not preempted by federal law, this Agreement and the Certificate shall be governed by, and construed in accordance with the laws of the State of Delaware.", "references": ["Fees", "Base Salary", "Payments", "Change In Control", "Titles", "Enforcements", "Death", "Integration", "Counterparts", "Sales", "Jurisdictions", "Expenses", "Remedies", "Warranties", "Brokers", "Applicable Laws", "Authority", "Interests", "Interpretations", "Terms", "Miscellaneous", "Existence", "Further Assurances", "Organizations", "Confidentiality", "Costs", "Books", "Forfeitures", "Effective Dates", "Indemnity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement or to such Purchaser\u2019s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.", "references": ["Consent To Jurisdiction", "Definitions", "Existence", "Notices", "Arbitration", "Publicity", "Transactions With Affiliates", "Payments", "Duties", "Indemnity", "Closings", "Expenses", "Cooperation", "Successors", "Forfeitures", "Construction", "Solvency", "Participations", "Assigns", "Interests", "Remedies", "Effective Dates", "Qualifications", "Base Salary", "Severability", "Compliance With Laws", "No Conflicts", "Positions", "Fees", "Further Assurances", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "U . Article and paragraph headings used in this AGTA and in any purchase agreement are for convenient reference only and are not intended to affect the interpretation of this AGTA or any purchase agreement.", "references": ["Participations", "Brokers", "No Defaults", "Terminations", "Publicity", "Governing Laws", "Assigns", "Anti-Corruption Laws", "Taxes", "Interests", "Further Assurances", "Amendments", "Indemnity", "Costs", "Venues", "Organizations", "Expenses", "Non-Disparagement", "Agreements", "Effective Dates", "Counterparts", "Existence", "Duties", "Successors", "Authorizations", "Capitalization", "Indemnifications", "Definitions", "Transactions With Affiliates", "Use Of Proceeds", "Headings"], "gold": ["Headings"]}
+{"input": "Each Loan Document is the legal, valid and binding obligation of the Loan Party thereto enforceable against such Loan Party in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors\u2019 rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law).", "references": ["Intellectual Property", "Assigns", "Construction", "Fees", "Enforcements", "Taxes", "Compliance With Laws", "Brokers", "Authorizations", "Powers", "Forfeitures", "Use Of Proceeds", "Specific Performance", "Tax Withholdings", "Defined Terms", "Indemnifications", "Cooperation", "Anti-Corruption Laws", "Titles", "Submission To Jurisdiction", "Amendments", "Governing Laws", "Notices", "Applicable Laws", "No Conflicts", "Effectiveness", "Change In Control", "Records", "Interests", "Liens", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement supersedes and replaces any prior oral or written agreements or understandings in respect of the matters addressed hereby; provided, however, that for the avoidance of doubt, any non-competition, non-solicitation, confidentiality or other restrictive covenants in any other current or future agreement shall remain in full force and effect.", "references": ["Jurisdictions", "Intellectual Property", "Duties", "Miscellaneous", "Terminations", "Brokers", "Survival", "Specific Performance", "Disclosures", "Authority", "Payments", "Base Salary", "Effectiveness", "Closings", "Counterparts", "Approvals", "Waiver Of Jury Trials", "Forfeitures", "Confidentiality", "Financial Statements", "Consent To Jurisdiction", "Assignments", "Records", "Benefits", "Employment", "No Waivers", "Modifications", "Subsidiaries", "Capitalization", "Submission To Jurisdiction", "Integration"], "gold": ["Integration"]}
+{"input": "(a)\u00a0Mortgagor has good and marketable fee simple title to the Mortgaged Property, subject only to the Liens set forth in Section\u00a06.02 of the Credit Agreement, including, for the avoidance of uncertainty, those Liens set forth in Sections\u00a06.02(h), (i) and (l)\u00a0of the Credit Agreement.", "references": ["Headings", "Terminations", "Change In Control", "Participations", "Employment", "Governing Laws", "Integration", "Notices", "Authorizations", "Indemnity", "Enforcements", "Sales", "Submission To Jurisdiction", "Vesting", "Further Assurances", "Approvals", "Erisa", "Interpretations", "Indemnifications", "General", "Fees", "Liens", "Brokers", "Terms", "Representations", "Disclosures", "Capitalization", "Positions", "Forfeitures", "Interests", "Titles"], "gold": ["Titles"]}
+{"input": "Subject to the terms and conditions of this Agreement, the RSUs shall become 100% vested on February 15, 20[\u25cf] (the \u201c Vesting Date \u201d), subject to the Participant\u2019s continued service with the Company on the Vesting Date.", "references": ["Notices", "Further Assurances", "Enforcements", "Modifications", "Taxes", "Terms", "General", "Duties", "Sanctions", "Non-Disparagement", "Payments", "Disability", "Benefits", "Intellectual Property", "Anti-Corruption Laws", "Interests", "Authority", "Severability", "Confidentiality", "Agreements", "Litigations", "Warranties", "Binding Effects", "Books", "Effectiveness", "Assigns", "Applicable Laws", "Adjustments", "Waiver Of Jury Trials", "Brokers", "Vesting"], "gold": ["Vesting"]}
+{"input": "Before and after giving effect to each Credit Extension, (a) the Credit Parties, taken as a whole, are and will be Solvent, and (b) the Credit Parties and the Material Foreign Subsidiaries, taken as a whole, are and will be Solvent. No transfer of property is being made by any Borrower and no obligation is being incurred by any Borrower in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Borrower.", "references": ["Warranties", "Disclosures", "Modifications", "Waiver Of Jury Trials", "Severability", "Indemnifications", "Jurisdictions", "Transactions With Affiliates", "Qualifications", "Sales", "Use Of Proceeds", "Adjustments", "Titles", "Organizations", "Applicable Laws", "Records", "Positions", "Indemnity", "Powers", "Authorizations", "Anti-Corruption Laws", "Erisa", "Withholdings", "Existence", "Interests", "Participations", "Further Assurances", "Duties", "Capitalization", "No Defaults", "Solvency"], "gold": ["Solvency"]}
+{"input": "No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereunder or under any other Credit Documents are cumulative and not exclusive and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.", "references": ["Capitalization", "No Conflicts", "Costs", "Terminations", "Vesting", "Sales", "Subsidiaries", "Indemnifications", "No Defaults", "Disability", "Arbitration", "Authorizations", "Base Salary", "Jurisdictions", "Effectiveness", "Payments", "Titles", "Publicity", "Forfeitures", "Non-Disparagement", "Litigations", "Powers", "Existence", "Counterparts", "Submission To Jurisdiction", "Anti-Corruption Laws", "Waivers", "Approvals", "General", "Taxes", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "It is intended that, in view of the nature of the Company\u2019s and its Subsidiaries\u2019 and Affiliates\u2019 business, the restrictions contained in this Restricted Share Agreement are considered reasonable and necessary to protect the Company\u2019s and its Subsidiaries\u2019 and Affiliates\u2019 legitimate business interests and that any violation of these restrictions would result in irreparable injury to the Company and/or its Subsidiaries and Affiliates. In the event of a breach or threatened breach by the Participant of any provision contained herein, the Company and its Subsidiaries and Affiliates shall be entitled to a temporary restraining order and injunctive relief without the posting of a bond. Nothing contained herein shall be construed as prohibiting the Company or its Subsidiaries or Affiliates from pursuing any other legal or equitable remedies available to it or them for any breach or threatened breach of these provisions, including, without limitation, recoupment and other remedies specified in the Agreement.", "references": ["Financial Statements", "Disability", "Insurances", "Defined Terms", "Approvals", "General", "Transactions With Affiliates", "Death", "Capitalization", "Titles", "Disclosures", "Brokers", "Base Salary", "Arbitration", "Agreements", "Counterparts", "No Defaults", "Headings", "Closings", "Warranties", "Entire Agreements", "Publicity", "Powers", "Expenses", "Authorizations", "No Conflicts", "Interpretations", "Terminations", "Specific Performance", "Liens", "Remedies"], "gold": ["Remedies"]}
+{"input": "As long as Executive remains an employee of the Company, Executive will be paid a base salary of $379,569.01 which shall continue at this rate, subject to adjustment as hereinafter provided. Executive's base salary shall be reviewed periodically and the Company may increase such base salary, by an amount, if any, that the Company determines to be appropriate. Any such increase shall not reduce or limit any other obligation of the Company hereunder. Executive's annual base salary payable hereunder, as it may be increased from time to time and without reduction for any amounts deferred as described below, is referred to herein as \"Base Salary\". Executive's Base Salary, as in effect from time to time, may not be reduced by the Company without Executive's consent, provided that the Base Salary payable under this paragraph shall be reduced to the extent Executive elects to defer or reduce such salary under the terms of any deferred compensation or savings plan or other employee benefit arrangement maintained or established by the Company. The Company shall pay Executive the portion of Executive's Base Salary not deferred in accordance with its customary periodic payroll practices.", "references": ["Withholdings", "Authorizations", "Warranties", "Positions", "Consents", "Intellectual Property", "Severability", "Transactions With Affiliates", "Modifications", "Vesting", "Indemnifications", "Terminations", "Solvency", "Agreements", "Venues", "Erisa", "Binding Effects", "Sanctions", "Cooperation", "Survival", "Use Of Proceeds", "Capitalization", "Indemnity", "Submission To Jurisdiction", "Construction", "Definitions", "Counterparts", "Waiver Of Jury Trials", "Approvals", "Defined Terms", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement constitutes the complete and exclusive statement of agreement among, and supersedes all prior written and oral agreements or statements by and among, the Parties with respect to the subject matter herein. No representation, promise, inducement, statement or intention, condition or warranty has been made by or on behalf of either Party that is not set forth in this Agreement or the documents referred to herein.", "references": ["Non-Disparagement", "Existence", "Consent To Jurisdiction", "Titles", "Submission To Jurisdiction", "Costs", "Benefits", "Effectiveness", "Base Salary", "Withholdings", "Intellectual Property", "Vesting", "No Conflicts", "Consents", "Authority", "Warranties", "Amendments", "Expenses", "Enforcements", "Records", "Indemnity", "Further Assurances", "Liens", "Assigns", "Counterparts", "Releases", "Agreements", "Solvency", "Survival", "Fees", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Undefined terms used in this Agreement shall have the same meaning as used in the Lease, unless expressly indicated otherwise.", "references": ["Enforceability", "Change In Control", "Positions", "Non-Disparagement", "Liens", "Use Of Proceeds", "Litigations", "Successors", "Jurisdictions", "Defined Terms", "General", "Payments", "Cooperation", "Governing Laws", "Organizations", "Withholdings", "Compliance With Laws", "Publicity", "Construction", "Headings", "Consent To Jurisdiction", "Survival", "Qualifications", "Disclosures", "Anti-Corruption Laws", "Disability", "Arbitration", "Fees", "Indemnifications", "Duties", "Definitions"], "gold": ["Definitions"]}
+{"input": "The law applicable to any arbitration pursuant to this Agreement, shall be the Federal Arbitration Act (90 U.S.C \u00a71 et seq.), and, to the extent not inconsistent therewith and not inconsistent with this Agreement, the Revised Uniform Arbitration Act as promulgated by the National Conference of Commissioners on Uniform State Laws. If any applicable and enforceable state or federal law imposes additional or different requirements, those requirements shall be met and the other provisions in this Agreement not inconsistent therewith shall be valid and enforceable to the maximum permissible extent.", "references": ["Integration", "Construction", "Further Assurances", "Disability", "Organizations", "Base Salary", "Vesting", "Change In Control", "Governing Laws", "Amendments", "Withholdings", "Notices", "Remedies", "Binding Effects", "Enforcements", "Effectiveness", "Tax Withholdings", "Authority", "Costs", "Interpretations", "Expenses", "Cooperation", "Books", "Disclosures", "Employment", "Litigations", "Qualifications", "Indemnifications", "Publicity", "Transactions With Affiliates", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The rights and obligations of the Company and of any Holder under this Agreement, other than those obligations contained in Section \u00a06 , shall terminate with respect to the Company and such Holder on the first date upon which such Holder no longer beneficially owns any Registrable Securities comprising at least an aggregate of 2.5% of the outstanding Common Stock at any time.", "references": ["Waiver Of Jury Trials", "Taxes", "Releases", "Disability", "Miscellaneous", "Notices", "Warranties", "Interests", "Costs", "Indemnity", "Authorizations", "Modifications", "Intellectual Property", "Representations", "Powers", "Consents", "Tax Withholdings", "Remedies", "Effective Dates", "Jurisdictions", "Binding Effects", "Death", "Qualifications", "Counterparts", "Applicable Laws", "Erisa", "Non-Disparagement", "Employment", "Survival", "No Conflicts", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own or lease its assets as now owned or leased by it and to otherwise conduct its business. All corporate proceedings required by law or by the provisions of this Agreement to be taken by the Corporation on or before the Closing in connection with the execution and delivery of this Share Exchange Agreement and the consummation of the transactions contemplated by this Share Exchange Agreement have been or will be duly and validly taken.", "references": ["General", "Intellectual Property", "Subsidiaries", "Erisa", "Waiver Of Jury Trials", "Further Assurances", "No Defaults", "Counterparts", "Withholdings", "Anti-Corruption Laws", "Base Salary", "Change In Control", "Specific Performance", "Participations", "Binding Effects", "Consent To Jurisdiction", "Enforcements", "Capitalization", "No Waivers", "Non-Disparagement", "Successors", "Applicable Laws", "Forfeitures", "Modifications", "Construction", "Duties", "Solvency", "Defined Terms", "Liens", "Interests", "Organizations"], "gold": ["Organizations"]}
+{"input": "The Company (a)\u00a0is a corporation duly organized and validly existing under the Laws of the State of Delaware, (b)\u00a0has the requisite corporate power and authority necessary to carry on its respective Business substantially in the manner as it is now being conducted and to own, lease and operate all of its properties and assets and (c)\u00a0is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.", "references": ["Miscellaneous", "Taxes", "Consent To Jurisdiction", "Approvals", "Warranties", "Definitions", "Successors", "Arbitration", "Survival", "Base Salary", "Duties", "Costs", "Counterparts", "Fees", "Integration", "Indemnity", "Terms", "Withholdings", "Adjustments", "Headings", "Liens", "Records", "Waiver Of Jury Trials", "Intellectual Property", "Qualifications", "Effective Dates", "Employment", "Construction", "Effectiveness", "Releases", "Organizations"], "gold": ["Organizations"]}
+{"input": "Grantee shall bear Grantee\u2019s pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling stockholders of the Company and are not otherwise paid by the Company or the acquiring party. Costs incurred by Grantee on Grantee\u2019s own behalf shall not be considered costs of the transaction hereunder.", "references": ["Construction", "Adjustments", "Participations", "Existence", "Assignments", "Miscellaneous", "Waivers", "Transactions With Affiliates", "Warranties", "Remedies", "Notices", "Death", "Change In Control", "Use Of Proceeds", "Litigations", "Defined Terms", "Venues", "Interests", "Terms", "Taxes", "Duties", "Authorizations", "Consent To Jurisdiction", "Powers", "Effectiveness", "Survival", "Submission To Jurisdiction", "Terminations", "Integration", "Withholdings", "Costs"], "gold": ["Costs"]}
+{"input": "The Shares have been duly authorized for issuance and sale by the Company through the Agent pursuant to this Agreement and, when duly executed, authenticated, issued and delivered against payment therefor as provided herein, will be validly issued, fully paid and nonassessable. The issuance of Shares is not subject to the preemptive or other similar rights of any securityholder of the Company. The Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder. Any certificates to be used to evidence the Shares will, at any Delivery Date, be in due and proper form and will comply in all material respects with all applicable legal requirements, the requirements of the Articles of Amendment and Restatement of the Company, as amended and supplemented from time to time, and the Second Amended and Restated Bylaws of the Company, and the requirements of the NASDAQ Global Market (\u201c NASDAQ \u201d). The shares of Common Stock initially issuable upon conversion of the Preferred Shares have been duly authorized and, when issued upon conversion of the Preferred Shares in accordance with the terms of the Articles Supplementary, will be validly issued, fully paid and nonassessable, and the issuance of such shares of Common Stock will not be subject to or in violation of any preemptive or similar rights of any securityholder of the Company. The Board of Directors of the Company has duly and validly reserved such shares of Common Stock for issuance upon conversion of the Preferred Shares.", "references": ["Financial Statements", "Assignments", "Capitalization", "Enforcements", "Counterparts", "Subsidiaries", "Withholdings", "Base Salary", "Headings", "Modifications", "Waivers", "Disability", "General", "Definitions", "Erisa", "Employment", "No Defaults", "Positions", "Severability", "Costs", "Jurisdictions", "Vacations", "Existence", "Payments", "Further Assurances", "Litigations", "Binding Effects", "Terms", "Benefits", "Representations", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "In consideration of your services as a nonemployee Chairman of the Board, you will be paid an aggregate annual fee of $500,000 (\u201c Annual Director Fee \u201d), half of which (i.e., $250,000) is payable in cash (the \u201c Annual Cash Director Fee \u201d) and the other half of which (i.e., $250,000) is payable in the form of an equity award under the terms of the Amended and Restated 2013 Omnibus Incentive Plan or another long-term incentive plan maintained by the Company (the \u201c Incentive Plan \u201d) (such portion of the Annual Director Fee, the \u201c Annual Equity Director Fee \u201d).\u00a0 For 2018, the Annual Director Fee will be prorated using the Effective Date as the starting date.\u00a0 The Annual Cash Director Fee will be paid to you in equal installments not less frequently than quarterly at the same time that cash fees are generally paid to other members of the Board.\u00a0 The Annual Equity Director Fee will be paid to you in the form of restricted stock units under the Incentive Plan (or another form of equity under the Incentive Plan that is awarded to other members of the Board) and will be subject to the same vesting and other terms and conditions as are applicable to the annual equity awards granted to other members of the Board (including execution of an agreement similar to that executed by other members of the Board).\u00a0 The number of shares subject to such award will be determined based on the closing price of the Company\u2019s common stock on the grant date (or, if such date is not a business day, on the last business day preceding such date).\u00a0 In connection with your service as a non-executive Chairman of the Board as of the Effective Date and for the remainder of 2018, you will be entitled to a restricted stock unit award with a grant date value of $78,082.19 (which represents a pro rata portion of your Annual Equity Director Fee for 2018 starting on the Effective Date), which will vest on January 2, 2019 subject to your continued service to the Company on the Board through such date.\u00a0\u00a0 The Annual Director Fee will be compensation for all services that you perform as a director and Chairman of the Board, including for service on Board committees, and is in lieu of compensation paid to directors generally unless specifically authorized by the Board.", "references": ["Sanctions", "Sales", "Publicity", "Closings", "Governing Laws", "Applicable Laws", "Vacations", "Adjustments", "Indemnifications", "Headings", "Death", "Effectiveness", "Venues", "Authority", "Remedies", "Enforcements", "Benefits", "Subsidiaries", "Erisa", "No Conflicts", "Withholdings", "Duties", "Existence", "Intellectual Property", "Consents", "Warranties", "No Waivers", "Agreements", "Compliance With Laws", "Capitalization", "Fees"], "gold": ["Fees"]}
+{"input": "The Company may assign any of its rights under this Award Agreement. This Award Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.", "references": ["Powers", "Use Of Proceeds", "Assignments", "Submission To Jurisdiction", "Further Assurances", "Publicity", "Death", "Brokers", "Construction", "Sales", "Titles", "Litigations", "Duties", "No Conflicts", "Disability", "Authority", "Modifications", "Agreements", "Survival", "Applicable Laws", "Anti-Corruption Laws", "Expenses", "Terminations", "Integration", "Authorizations", "Employment", "Non-Disparagement", "Closings", "Confidentiality", "Effective Dates", "Successors"], "gold": ["Successors"]}
+{"input": "Capitalized terms undefined herein shall have the meaning ascribed to them in the Agreement.", "references": ["Disclosures", "Vesting", "Participations", "Waivers", "Titles", "Forfeitures", "Publicity", "Compliance With Laws", "Headings", "Withholdings", "Indemnity", "Enforcements", "Governing Laws", "Financial Statements", "Litigations", "Sales", "Specific Performance", "Assigns", "Transactions With Affiliates", "Survival", "Applicable Laws", "Payments", "Taxes", "Waiver Of Jury Trials", "Severability", "Amendments", "Further Assurances", "Submission To Jurisdiction", "Duties", "Adjustments", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Purchase Agreement may be executed in one or more counterparts (including by means of a portable document format (*.pdf)), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.", "references": ["No Conflicts", "Assigns", "Records", "Effective Dates", "Definitions", "Organizations", "Sales", "Subsidiaries", "Indemnifications", "Approvals", "Intellectual Property", "Effectiveness", "Disability", "Vacations", "Defined Terms", "Disclosures", "Death", "Existence", "Terminations", "Forfeitures", "Specific Performance", "Taxes", "Sanctions", "Binding Effects", "Indemnity", "Integration", "Costs", "Participations", "Brokers", "Assignments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Borrower and all endorsees, sureties and guarantors hereof hereby jointly and severally waive presentment for payment, demand, notice of non-payment, notice of protest or protest of this Note, and Lender diligence in collection or bringing suit, and do hereby consent to any and all extensions of time, renewals, waivers or modifications as may be granted by Lender with respect to payment or any other provisions of this Note. The liability of Borrower under this Note shall be absolute and unconditional, without regard to the liability of any other party.", "references": ["Disability", "Authority", "Anti-Corruption Laws", "Amendments", "Vacations", "Sanctions", "Vesting", "Transactions With Affiliates", "Powers", "Enforcements", "Expenses", "Participations", "Releases", "Cooperation", "Governing Laws", "Books", "Records", "Interpretations", "Disclosures", "Payments", "Severability", "Confidentiality", "Qualifications", "Consents", "Effectiveness", "Enforceability", "Benefits", "Binding Effects", "Terms", "Titles", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Plan document, together with any Award Agreements provided to Participants, (a)\u00a0constitute the entire agreement and understanding by and between the Company and the Participants with respect to the matters set forth therein; and (b)\u00a0no representations, promises, agreements, or understandings, written or oral, that are not contained therein shall be of any force or effect.", "references": ["Specific Performance", "Forfeitures", "Headings", "Vacations", "Severability", "Fees", "Brokers", "Authority", "Organizations", "Arbitration", "Vesting", "Financial Statements", "Defined Terms", "Records", "Tax Withholdings", "Liens", "Solvency", "Jurisdictions", "Sanctions", "Further Assurances", "Remedies", "Subsidiaries", "Costs", "Confidentiality", "Approvals", "No Waivers", "Benefits", "Notices", "Participations", "Base Salary", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Note shall be binding upon and shall inure to the benefit of the Holder and the Company and their respective successors and permitted assigns.", "references": ["Costs", "Approvals", "Duties", "Indemnifications", "Applicable Laws", "Compliance With Laws", "Entire Agreements", "Organizations", "Capitalization", "Effectiveness", "Survival", "Interpretations", "Litigations", "Consents", "Defined Terms", "Use Of Proceeds", "No Waivers", "Vesting", "Powers", "Confidentiality", "Waivers", "Tax Withholdings", "Adjustments", "Fees", "Transactions With Affiliates", "Indemnity", "Arbitration", "Taxes", "Integration", "Further Assurances", "Successors"], "gold": ["Successors"]}
+{"input": "In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired.\u00a0 The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["No Conflicts", "Successors", "Submission To Jurisdiction", "Liens", "Vesting", "Effectiveness", "Warranties", "Effective Dates", "Miscellaneous", "Anti-Corruption Laws", "Venues", "Erisa", "Financial Statements", "Powers", "Governing Laws", "Counterparts", "Entire Agreements", "Indemnifications", "Qualifications", "Use Of Proceeds", "Cooperation", "Litigations", "Amendments", "Definitions", "Integration", "Approvals", "Terms", "Enforcements", "Transactions With Affiliates", "Jurisdictions", "Severability"], "gold": ["Severability"]}
+{"input": "The termination of the Agreement shall not affect Agent\u2019s or any Lender\u2019s rights, or any of the Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until (a)\u00a0all of the Obligations have been Paid in Full and this Agreement has been terminated and (b)\u00a0each of the Loan Parties has released the Secured Parties from and against any and all claims of any nature whatsoever that any Loan Party may have against the Secured Parties. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed in connection herewith shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers\u2019 Account may from time to time be temporarily in a zero or credit position, until all of the Obligations have been Paid in Full and this Agreement has been terminated in accordance with its terms. Accordingly, each Loan Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Loan Party, or to file them with any filing office, unless and until all of the Obligations have been Paid in Full and this Agreement shall have been terminated in accordance with its terms. All representations, warranties, covenants, waivers and agreements set forth herein shall survive termination hereof until all of the Obligations have been Paid in Full and this Agreement has been terminated.", "references": ["Authorizations", "Capitalization", "Employment", "No Defaults", "Disability", "Agreements", "Notices", "Brokers", "Severability", "Closings", "Books", "Existence", "Payments", "Waivers", "Non-Disparagement", "Jurisdictions", "Erisa", "Effective Dates", "Effectiveness", "Adjustments", "Indemnity", "Fees", "Sanctions", "No Waivers", "Definitions", "Withholdings", "Death", "Modifications", "Assignments", "Survival", "Terminations"], "gold": ["Terminations"]}
+{"input": "Promptly upon demand therefore, the Loan Parties shall reimburse the Administrative Agent and the Lenders for all reasonable and documented fees and expenses of the Administrative Agent and the Lenders (including without limitation, all fees and expenses of counsel to the Administrative Agent) incurred in connection with the Loan Documents, including without limitation this Agreement.", "references": ["Tax Withholdings", "Positions", "Existence", "Warranties", "Confidentiality", "Definitions", "Closings", "Applicable Laws", "Disclosures", "Specific Performance", "Consent To Jurisdiction", "Publicity", "Payments", "Consents", "Fees", "Records", "Cooperation", "Severability", "Entire Agreements", "Assignments", "Interests", "Solvency", "Notices", "Amendments", "No Conflicts", "Adjustments", "Costs", "General", "Change In Control", "Anti-Corruption Laws", "Expenses"], "gold": ["Expenses"]}
+{"input": "No event has occurred and no condition exists that, upon the authorization, execution, attestation and delivery of this Loan Agreement and the Borrower Bond, the issuance of the Borrower Bond and the sale thereof to the I-Bank, the adoption of the Borrower Bond Resolution or the receipt of the amount of the Loan, would constitute an Event of Default hereunder. The Borrower is not in violation of, and has not received notice of any claimed violation of, any term of any agreement or other instrument to which it is a party or by which it, its Environmental Infrastructure System or its properties may be bound, which violation would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the Borrower or its Environmental Infrastructure System or the ability of the Borrower to make all Loan Repayments, to pay all other amounts due hereunder or otherwise to observe and perform its duties, covenants, obligations and agreements under this Loan Agreement and the Borrower Bond.", "references": ["Authority", "Effectiveness", "Anti-Corruption Laws", "Indemnifications", "Insurances", "Subsidiaries", "Assigns", "Disability", "Closings", "Expenses", "Qualifications", "No Conflicts", "Vesting", "Agreements", "Powers", "Applicable Laws", "Warranties", "Remedies", "Publicity", "Amendments", "Miscellaneous", "Approvals", "Solvency", "Sales", "Use Of Proceeds", "Releases", "Books", "Tax Withholdings", "No Waivers", "Confidentiality", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "LAHO has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of SDMX.", "references": ["Participations", "Amendments", "Indemnifications", "Litigations", "Sanctions", "Adjustments", "Enforcements", "Indemnity", "Further Assurances", "Fees", "Intellectual Property", "Organizations", "Venues", "Books", "No Conflicts", "Closings", "Miscellaneous", "Vesting", "Solvency", "Applicable Laws", "Submission To Jurisdiction", "Governing Laws", "Assigns", "Compliance With Laws", "Effectiveness", "Benefits", "Records", "Jurisdictions", "Payments", "Transactions With Affiliates", "Authority"], "gold": ["Authority"]}
+{"input": "Each Seller shall cooperate with Buyer in supplying information or assistance in Buyer\u2019s fulfillment of its obligations under this Section 5.4 .", "references": ["Vesting", "Disclosures", "Adjustments", "Costs", "Entire Agreements", "Arbitration", "Taxes", "Litigations", "Employment", "Terms", "Participations", "Releases", "Intellectual Property", "Closings", "Qualifications", "Definitions", "Insurances", "Governing Laws", "Indemnifications", "Vacations", "Jurisdictions", "Counterparts", "Further Assurances", "Existence", "Compliance With Laws", "Construction", "Solvency", "Miscellaneous", "Effective Dates", "Anti-Corruption Laws", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Agreement may be amended only by a writing signed by all of the Parties hereto.", "references": ["Applicable Laws", "Use Of Proceeds", "Disability", "Insurances", "Binding Effects", "Intellectual Property", "Anti-Corruption Laws", "Arbitration", "Publicity", "Miscellaneous", "Erisa", "Representations", "Expenses", "Headings", "Financial Statements", "Agreements", "Tax Withholdings", "Consent To Jurisdiction", "Governing Laws", "Vacations", "Closings", "Indemnity", "No Defaults", "Definitions", "Cooperation", "Qualifications", "Forfeitures", "Terminations", "Waivers", "Modifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Guarantee may be executed by two or more of the parties to this Guarantee on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.", "references": ["Qualifications", "Litigations", "Vacations", "Terminations", "Erisa", "No Waivers", "Benefits", "Taxes", "Brokers", "Headings", "Sanctions", "Warranties", "Submission To Jurisdiction", "Use Of Proceeds", "Terms", "Indemnifications", "Successors", "Consents", "Representations", "Binding Effects", "Adjustments", "Positions", "Vesting", "Modifications", "General", "Powers", "Survival", "Payments", "Intellectual Property", "Miscellaneous", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section\u00a08(e).", "references": ["Indemnity", "Warranties", "Terms", "Organizations", "Insurances", "Withholdings", "Modifications", "Assignments", "Waiver Of Jury Trials", "Duties", "Transactions With Affiliates", "Headings", "Governing Laws", "No Conflicts", "Assigns", "Miscellaneous", "Closings", "Liens", "Records", "No Waivers", "Submission To Jurisdiction", "Confidentiality", "Enforceability", "Waivers", "Binding Effects", "Forfeitures", "Enforcements", "Vesting", "Financial Statements", "Vacations", "Notices"], "gold": ["Notices"]}
+{"input": "To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Corporation, Indemnitee shall be covered by such policy or policies (including with respect to prior service) to the same extent as the most favorably-insured persons under such policy or policies in a comparable position.", "references": ["Base Salary", "Death", "Compliance With Laws", "Counterparts", "No Waivers", "Disability", "Transactions With Affiliates", "Confidentiality", "Duties", "Books", "Arbitration", "Withholdings", "Applicable Laws", "Defined Terms", "Modifications", "Positions", "Expenses", "Warranties", "Amendments", "Assignments", "Adjustments", "Remedies", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Costs", "Forfeitures", "Fees", "Brokers", "No Defaults", "Entire Agreements", "Insurances"], "gold": ["Insurances"]}
+{"input": "Parent hereby waives promptness, diligence, notice of acceptance and, except to the extent required under the Sale Agreement, any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that SPE or the Administrative Agent protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Synnex Entity or any other person or entity or any collateral.", "references": ["Governing Laws", "Definitions", "Construction", "Publicity", "Headings", "No Conflicts", "Consents", "Tax Withholdings", "Forfeitures", "Entire Agreements", "Effective Dates", "Survival", "Erisa", "Payments", "Amendments", "Consent To Jurisdiction", "General", "Binding Effects", "Enforceability", "Counterparts", "Sanctions", "Participations", "Costs", "Vesting", "Indemnifications", "Financial Statements", "Successors", "Further Assurances", "Death", "Liens", "Waivers"], "gold": ["Waivers"]}
+{"input": "The execution, delivery, and performance of this Agreement are within its corporate power and have been duly authorized by all necessary corporate action.", "references": ["Closings", "Headings", "Vacations", "No Defaults", "Submission To Jurisdiction", "Releases", "Anti-Corruption Laws", "Definitions", "Qualifications", "Entire Agreements", "Powers", "No Waivers", "Modifications", "Employment", "Amendments", "Organizations", "Successors", "Expenses", "Duties", "Liens", "Terminations", "Records", "Transactions With Affiliates", "Payments", "Vesting", "Costs", "Defined Terms", "Solvency", "Assignments", "Confidentiality", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof).", "references": ["Notices", "Headings", "Existence", "Base Salary", "Capitalization", "Terms", "Sales", "Consents", "Employment", "Definitions", "Defined Terms", "Waiver Of Jury Trials", "Warranties", "Tax Withholdings", "Authorizations", "No Conflicts", "Vesting", "Adjustments", "Litigations", "Enforcements", "Disclosures", "Effectiveness", "Cooperation", "Releases", "Taxes", "Authority", "Duties", "Compliance With Laws", "Change In Control", "Subsidiaries", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Board of Directors shall establish in writing objectives (\u201cPerformance Goals\u201d) that must be met by the Company or any subsidiary, division or other unit of the Company (\u201cBusiness Unit\u201d) during the Award Period as a condition to payment being made under the Performance-based Award. The Performance Goals for each award shall be one or more targeted levels of performance with respect to one or more of the following objective measures with respect to the Company or any Business Unit: earnings, earnings per share, stock price increase, total shareholder return (stock price increase plus dividends), return on equity, return on assets, return on capital, economic value added, revenues, operating income, inventories, inventory turns, cash flows or any of the foregoing before the effect of acquisitions, divestitures, accounting changes, and restructuring and special charges (determined according to criteria established by the Board of Directors). The Board of Directors shall also establish the number of Performance Shares or the amount of cash payment to be made under a Performance-based Award if the Performance Goals are met or exceeded, including the fixing of a maximum payment (subject to Section 8(d)). The Board of Directors may establish other restrictions to payment under a Performance-based Award, such as a continued employment requirement, in addition to satisfaction of the Performance Goals. Some or all of the Performance Shares may be delivered to the participant at the time of the award as restricted shares subject to forfeiture in whole or in part if Performance Goals or, if applicable, other restrictions are not satisfied.", "references": ["Modifications", "Death", "Enforcements", "Governing Laws", "Liens", "Definitions", "Representations", "Indemnity", "Anti-Corruption Laws", "Transactions With Affiliates", "Applicable Laws", "Interests", "Binding Effects", "Duties", "Amendments", "Arbitration", "Adjustments", "Costs", "Severability", "Jurisdictions", "Enforceability", "Forfeitures", "Construction", "Records", "Consent To Jurisdiction", "Non-Disparagement", "Authorizations", "Cooperation", "Assignments", "Base Salary", "Payments"], "gold": ["Payments"]}
+{"input": "This Guarantee constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.", "references": ["Disclosures", "Vesting", "Assigns", "Erisa", "Effectiveness", "No Defaults", "Enforcements", "Applicable Laws", "Severability", "Warranties", "Notices", "Taxes", "Records", "Disability", "Modifications", "Payments", "Vacations", "Existence", "Enforceability", "Solvency", "Headings", "Governing Laws", "Forfeitures", "Interpretations", "Organizations", "Effective Dates", "Authority", "Participations", "Subsidiaries", "Successors", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.", "references": ["Agreements", "Governing Laws", "Binding Effects", "No Defaults", "General", "Litigations", "Sanctions", "Erisa", "Miscellaneous", "Death", "Integration", "Fees", "Severability", "Warranties", "Expenses", "Enforceability", "Employment", "Disclosures", "Assigns", "Assignments", "Notices", "Submission To Jurisdiction", "Base Salary", "Adjustments", "Sales", "Entire Agreements", "Anti-Corruption Laws", "Duties", "Authorizations", "Modifications", "Payments"], "gold": ["Payments"]}
+{"input": "In addition to the Base Salary and any annual bonuses or other compensation payable to you as described above, you shall be entitled to participate in all of the Company\u2019s employee benefit programs for which senior executive employees of the Company and its Subsidiaries are generally eligible on terms and conditions no less favorable than offered to such other senior employees. In addition, the Company will pay the annual premiums on your existing life insurance and long term disability insurance policies in an aggregate amount not to exceed $9,000 per year. You will be entitled to paid vacation days and paid holidays in accordance with the normal vacation policy and applicable paid holiday policy of the Company, provided that in no event shall you be entitled to less than fifteen (15) paid vacation days per year.\u00a0\u00a0\u00a0Under the Company\u2019s existing policies, medical insurance coverage is effective the first day of the month following your first 90 days of employment.\u00a0\u00a0As consideration for your services during such period, you shall receive additional compensation in the amount of $TBD per month for each of the first three months of your employment, which amount is intended to subsidize the costs of insurance that you may incur during that period.", "references": ["Waivers", "Interests", "Releases", "Base Salary", "Effectiveness", "Withholdings", "Intellectual Property", "Arbitration", "Subsidiaries", "Death", "Records", "Transactions With Affiliates", "Assignments", "Construction", "Books", "Non-Disparagement", "Use Of Proceeds", "Representations", "Jurisdictions", "Sanctions", "Liens", "Consent To Jurisdiction", "Venues", "Publicity", "Headings", "Litigations", "No Conflicts", "Tax Withholdings", "Survival", "Anti-Corruption Laws", "Benefits"], "gold": ["Benefits"]}
+{"input": "Any notice or communication under this Agreement must be in writing and given by (i)\u00a0deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii)\u00a0electronic transmission with evidence of delivery. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, or electronic transmission, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of the courier) or at such time as delivery is refused by the addressee upon presentation. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section\u00a05.1 .", "references": ["Enforcements", "Assignments", "Agreements", "Successors", "Brokers", "Base Salary", "Consent To Jurisdiction", "Adjustments", "Forfeitures", "General", "Governing Laws", "Enforceability", "Positions", "Cooperation", "Disability", "Subsidiaries", "Effectiveness", "Employment", "Effective Dates", "Vesting", "Publicity", "Sanctions", "Counterparts", "Organizations", "Records", "Taxes", "Miscellaneous", "Qualifications", "Authority", "Survival", "Notices"], "gold": ["Notices"]}
+{"input": "Subject to Section\u00a010, the Committee shall adjust equitably the terms of this Award in accordance with Section\u00a05.4 of the Plan, if applicable.", "references": ["Expenses", "Taxes", "Arbitration", "Entire Agreements", "Terms", "Headings", "Construction", "Compliance With Laws", "Vesting", "Solvency", "Records", "Subsidiaries", "Enforceability", "Indemnifications", "Representations", "Erisa", "Severability", "Effectiveness", "Interests", "Successors", "Agreements", "Liens", "Positions", "Titles", "Tax Withholdings", "Non-Disparagement", "Defined Terms", "Modifications", "Qualifications", "Vacations", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Parties.", "references": ["Non-Disparagement", "Governing Laws", "Consent To Jurisdiction", "Binding Effects", "Fees", "Qualifications", "Benefits", "Enforceability", "Erisa", "Warranties", "Survival", "Entire Agreements", "Authorizations", "Releases", "Integration", "Cooperation", "Sales", "Brokers", "Publicity", "Duties", "Capitalization", "Death", "Authority", "Definitions", "Books", "Assigns", "No Conflicts", "Costs", "Titles", "Counterparts", "Amendments"], "gold": ["Amendments"]}
+{"input": "Article I , Article II , this Section 3.1 , Section 3.3.1 , Section 3.3.2 , Article XVII , Article XVIII , Article XIX , Article XXII , and Article XXIII shall become effective and enforceable to the extent permitted by Applicable Law upon the Execution Date. The remaining provisions of this Agreement shall become effective and enforceable to the extent permitted by Applicable Law upon receipt of the Regulatory Approval (the \u201c Effective Date \u201d ). Notwithstanding the first sentence of this Section 3.1 , this Agreement will become effective as a FERC rate schedule upon the effective date set forth in the FERC Order. Notwithstanding Section 14.5 and any other provision of this Agreement, Distribution Company shall have no obligation to make any payment under this Agreement prior to receipt of the Regulatory Approval and the FERC Authorizations.", "references": ["Powers", "Duties", "General", "Benefits", "Erisa", "Litigations", "Financial Statements", "Authorizations", "Assignments", "Interests", "Definitions", "Enforcements", "Survival", "Effectiveness", "Solvency", "Forfeitures", "Costs", "Brokers", "Construction", "Anti-Corruption Laws", "Titles", "No Waivers", "Jurisdictions", "Approvals", "Indemnity", "Waiver Of Jury Trials", "Liens", "Participations", "Interpretations", "Existence", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The parties acknowledge and agree that the Financing Agreements shall not be construed more favorably in favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Financing Agreements.\u00a0 The provisions of this Agreement relating to Subsidiaries shall apply only during such times as the Borrower has one or more Subsidiaries.\u00a0 Nothing contained herein shall be deemed or construed to permit any act or omission which is prohibited by the terms of any other Financing Agreement, the covenants and agreements contained herein being in addition to and not in substitution for the covenants and agreements contained in such other Financing Agreements.", "references": ["Withholdings", "Positions", "Assigns", "Erisa", "Forfeitures", "Change In Control", "No Waivers", "Waiver Of Jury Trials", "Disability", "Costs", "General", "Representations", "Notices", "Adjustments", "Miscellaneous", "Compliance With Laws", "Consents", "Approvals", "Confidentiality", "Authority", "Taxes", "Powers", "Death", "Jurisdictions", "Terms", "Records", "Assignments", "Capitalization", "Benefits", "No Conflicts", "Construction"], "gold": ["Construction"]}
+{"input": "Captions and titles contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term \u201cor\u201d is not intended to be exclusive, unless the context clearly requires otherwise.", "references": ["Counterparts", "Taxes", "Employment", "Releases", "Base Salary", "Erisa", "Positions", "Insurances", "Representations", "Benefits", "General", "Applicable Laws", "Non-Disparagement", "Defined Terms", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Litigations", "Vesting", "Submission To Jurisdiction", "Terms", "Disability", "No Defaults", "Entire Agreements", "Interests", "Binding Effects", "Indemnifications", "Tax Withholdings", "Sales", "Payments", "No Conflicts", "Construction"], "gold": ["Construction"]}
+{"input": "Borrower recognizes that in connection with Banks\u2019 selling of Participations or making of Assignments with respect to the Loan, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower, Guarantor or the Loan, may be exhibited to and retained by any such Participant or Assignee or prospective Participant or Assignee. In connection with a Bank\u2019s delivery of any financial statements, other data (such as Borrower\u2019s rent (including percentage rent) receipts and tenant sales information) and appraisals to any such Participant or Assignee or prospective Participant or Assignee, such Bank shall also obtain a confidentiality agreement in the form of Exhibit G . Each of Borrower and Guarantor agrees to provide all assistance reasonably requested by a Bank at no cost to Borrower or Guarantor (provided, however, that Borrower and Guarantor shall be responsible for their attorneys\u2019 fees and expenses, if any), in order to enable such Bank to sell Participations or make Assignments of its Commitment for the Loan as permitted by this Article 15 .", "references": ["Disability", "Agreements", "Authority", "Assigns", "Costs", "Litigations", "Compliance With Laws", "Miscellaneous", "Non-Disparagement", "Applicable Laws", "No Waivers", "No Defaults", "Successors", "Waiver Of Jury Trials", "Releases", "Assignments", "Vacations", "Terms", "Survival", "Tax Withholdings", "Books", "Qualifications", "Existence", "Severability", "Insurances", "Adjustments", "Records", "Titles", "Use Of Proceeds", "Specific Performance", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Release and the Severance Agreement constitute the entire agreement between the Executive and the Company, and all prior understandings, agreements or undertakings between the Executive and the Company concerning Executive\u2019s termination of employment or the other subject matters of this Agreement are superseded in their entirety by this Release and the Severance Agreement.", "references": ["Arbitration", "Brokers", "Jurisdictions", "Titles", "Duties", "Consents", "Amendments", "Change In Control", "No Defaults", "Records", "Successors", "No Conflicts", "Tax Withholdings", "Submission To Jurisdiction", "Vesting", "Interpretations", "Capitalization", "Indemnity", "Severability", "Effectiveness", "Integration", "Assignments", "Agreements", "Definitions", "Warranties", "Financial Statements", "Litigations", "Books", "Transactions With Affiliates", "Terms", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The term of this Agreement shall commence on the Effective Date and shall remain in effect on a Product-by-Product, Process-by-Process and country-by-country basis until the date on which all Claims that cover the applicable Product or Process in the applicable country have expired or been abandoned, unless this Agreement is terminated earlier in accordance with any of the other provisions of Section 10. Following expiration of this Agreement with respect to a Product or Process in a particular country, as described in the prior sentence, the licenses and rights granted to Company pursuant to Section 2.1 shall remain in effect on a perpetual, royalty-free and non-exclusive basis.", "references": ["Defined Terms", "Effective Dates", "Liens", "Disclosures", "Entire Agreements", "Headings", "Insurances", "Forfeitures", "Erisa", "Counterparts", "Notices", "Interpretations", "Further Assurances", "Cooperation", "Agreements", "Organizations", "Indemnifications", "Enforceability", "Assignments", "Governing Laws", "Powers", "Subsidiaries", "Compliance With Laws", "Miscellaneous", "Successors", "Arbitration", "Positions", "Existence", "Vacations", "Death", "Terms"], "gold": ["Terms"]}
+{"input": "The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Company, any Restricted Subsidiary and, in the case of a Restricted Subsidiary, the Company or any other Restricted Subsidiary) other than upon fair and reasonable terms not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole than would be obtained in a comparable arm\u2019s-length transaction with a Person other than an Affiliate, except (i) agreements and transactions with and payments to officers, directors and shareholders that are either (A) entered into in the ordinary course of business and not prohibited by any of the other provisions of this Agreement, or (B) entered into outside the ordinary course of business, approved by the directors or equity holders of the Company, and not prohibited by any of the other provisions of this Agreement or in violation of any law, rule or regulation, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans and the granting of stockholder rights of registration rights approved by the Company, (iii) the Company or any Restricted Subsidiary may enter into any indemnification agreement or any similar arrangement with directors, officers, consultants and employees of the Company or any Restricted Subsidiary in the ordinary course of business and may pay fees and indemnities to directors, officers, consultants and employees of the Company or any Restricted Subsidiary in the ordinary course of business, (iv) (A) any purchase by the Company of Equity Interests of the Company or any contribution by the Company to the equity capital of the Company and (B) any acquisition of Equity Interests of the Company and any contribution by any equity holder of the Company to the equity capital of Company, (v) Restricted Payments permitted by Section 5.02(d) and Investments permitted by Section 5.02(e), (vi) the Transactions and (vii) the incurrence of intercompany Indebtedness permitted by Section 5.02(b).", "references": ["Entire Agreements", "Approvals", "Sales", "Effectiveness", "Employment", "Qualifications", "Jurisdictions", "Warranties", "Specific Performance", "Agreements", "Notices", "Intellectual Property", "Subsidiaries", "Enforceability", "Effective Dates", "Closings", "Waiver Of Jury Trials", "Death", "Consents", "Submission To Jurisdiction", "Headings", "Compliance With Laws", "Modifications", "Counterparts", "Representations", "Enforcements", "General", "Existence", "Authority", "Successors", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement shall be binding upon the Amendment Parties, and the other Loan Parties and shall inure to the benefit of Agent and the Lenders, together with their respective successors and permitted assigns.", "references": ["Enforcements", "Waivers", "Modifications", "Compliance With Laws", "Consent To Jurisdiction", "Specific Performance", "Warranties", "Base Salary", "Payments", "Non-Disparagement", "Terminations", "Remedies", "Qualifications", "Titles", "Integration", "Financial Statements", "Consents", "Construction", "Publicity", "Waiver Of Jury Trials", "Interests", "Submission To Jurisdiction", "Enforceability", "Releases", "Sanctions", "Entire Agreements", "Further Assurances", "Organizations", "Headings", "Powers", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement; provided that the Company may deliver to each Holder the documents required to be delivered to such Holder under Section 3(a) of this Agreement by e-mail to the e-mail address(es) provided by such Holder to the Company solely for such specific purpose.", "references": ["Capitalization", "Vacations", "Jurisdictions", "Vesting", "Closings", "Assignments", "Definitions", "Financial Statements", "Liens", "Effective Dates", "No Defaults", "Organizations", "Insurances", "Costs", "Adjustments", "Authorizations", "Death", "Subsidiaries", "Tax Withholdings", "Headings", "Withholdings", "No Conflicts", "General", "Waiver Of Jury Trials", "Records", "Compliance With Laws", "Approvals", "Books", "Expenses", "Severability", "Notices"], "gold": ["Notices"]}
+{"input": "The Closing and consummation of the purchase and sale of the Property as contemplated by this Agreement.", "references": ["Liens", "Consent To Jurisdiction", "Authority", "Warranties", "Fees", "Applicable Laws", "Amendments", "Terminations", "Disability", "Indemnifications", "Organizations", "Construction", "Base Salary", "Taxes", "Jurisdictions", "General", "Further Assurances", "Assigns", "Integration", "Survival", "Titles", "Employment", "Modifications", "Headings", "Releases", "Governing Laws", "Forfeitures", "Binding Effects", "Enforcements", "Effectiveness", "Closings"], "gold": ["Closings"]}
+{"input": "Contractor agrees to comply with the insurance requirements set forth on the LANDLORD\u2019S INSURANCE REQUIREMENTS FOR CONTRACTORS annexed to this Addendum.", "references": ["Defined Terms", "Indemnifications", "Compliance With Laws", "Closings", "Vacations", "Counterparts", "Venues", "Disability", "Costs", "Binding Effects", "Entire Agreements", "Capitalization", "Enforceability", "Further Assurances", "Approvals", "Effectiveness", "Modifications", "General", "Consent To Jurisdiction", "Disclosures", "Taxes", "Cooperation", "Financial Statements", "Adjustments", "Remedies", "Confidentiality", "Books", "Sanctions", "Titles", "Assignments", "Insurances"], "gold": ["Insurances"]}
+{"input": "Except as otherwise expressly stated in Sections 7(b) and 7(c), if the Participant\u2019s employment with the Company terminates for any reason prior to the end of the Performance Period, then the Participant shall not be entitled to the payment of any Award hereunder.", "references": ["Fees", "Enforcements", "Intellectual Property", "Assignments", "Effective Dates", "Amendments", "Remedies", "Applicable Laws", "Sanctions", "Entire Agreements", "Anti-Corruption Laws", "Agreements", "Litigations", "Transactions With Affiliates", "Indemnifications", "Liens", "Further Assurances", "Confidentiality", "Waivers", "Withholdings", "Specific Performance", "Benefits", "Venues", "Taxes", "Positions", "Cooperation", "Solvency", "Counterparts", "Interests", "Tax Withholdings", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Agreement is binding upon and shall inure to the benefit of the parties hereto, together with their respective executors, administrators, successors, personal representatives, heirs, and assigns.\u00a0\u00a0Notwithstanding the foregoing, the rights, duties and benefits to Employee hereunder are personal to Employee, and no such right or benefit may be assigned by it.\u00a0\u00a0The Company shall have the right to assign or transfer this Agreement to its successors or assigns.\u00a0\u00a0The terms \"successors\" and \"assigns\" shall include any person, corporation, partnership or other entity that buys all or substantially all of Company\u2019s assets or all of its stock, or with which Company merges or consolidates.\u00a0\u00a0Any purported assignment of this Agreement, other than as provided above, shall be void.", "references": ["Capitalization", "General", "Intellectual Property", "Vacations", "Notices", "Sanctions", "Further Assurances", "Governing Laws", "Disability", "Adjustments", "Modifications", "Successors", "Withholdings", "Tax Withholdings", "Subsidiaries", "Records", "Representations", "Effective Dates", "Venues", "Assigns", "No Waivers", "Binding Effects", "Interpretations", "Litigations", "Terms", "Compliance With Laws", "Use Of Proceeds", "Disclosures", "Existence", "Powers", "Assignments"], "gold": ["Assignments"]}
+{"input": "During the Term and thereafter for a period of [***] years, each Party shall procure and maintain adequate insurance coverage with internationally-reputable company or a program of self-insurance (which shall be of types and amounts sufficient to cover the liabilities hereunder, contingent or otherwise of such Party and its Affiliates). It is understood that such insurances shall not be construed to create a limit of either Party\u2019s liability with respect to its indemnification obligations under this Section 15 . Each Party shall provide the other Party with written evidence of such insurance upon request. Each Party shall provide the other Party with written notice at least [***] days prior to the cancellation, non-renewal or material change in the insurance coverage.", "references": ["Compliance With Laws", "Effectiveness", "Governing Laws", "Records", "Effective Dates", "Disability", "Fees", "Tax Withholdings", "Existence", "Anti-Corruption Laws", "Expenses", "Survival", "Notices", "Duties", "Adjustments", "Powers", "Confidentiality", "Enforcements", "Entire Agreements", "Benefits", "Sales", "Closings", "Vesting", "Interpretations", "Participations", "Costs", "Jurisdictions", "Venues", "Successors", "Sanctions", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Company maintains insurance underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the Company reasonably believes is adequate for its business, including, but not limited to, insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, with such deductibles as are customary for companies in the same or similar business, all of which insurance is in full force and effect.", "references": ["Waivers", "Approvals", "Disclosures", "Consents", "Agreements", "Specific Performance", "No Waivers", "Intellectual Property", "Subsidiaries", "Consent To Jurisdiction", "Submission To Jurisdiction", "Powers", "Indemnity", "Governing Laws", "Interests", "Payments", "Closings", "Authority", "Adjustments", "Severability", "Tax Withholdings", "Transactions With Affiliates", "Erisa", "Financial Statements", "Binding Effects", "Fees", "Participations", "Effectiveness", "Expenses", "Notices", "Insurances"], "gold": ["Insurances"]}
+{"input": "Subject to these Terms and Conditions, the Company has authorized the sale of up to 2,500,000 units (\"Units\") of the Company at $_____ per Unit, each consisting of 1 share of the Company's common stock, $0.00001 par value (the \"Shares\"), and a warrant in the form attached hereto as Exhibit A (the \"Series A Warrant\") and Exhibit B (the \"Series B Warrant\" and, together with the Series A Warrant, the \"Warrants\") exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.25 or $1.50 per share, respectively, exercisable over a period of twelve (12) months (the \"Warrant Shares\") and in accordance with the terms set forth in the Warrants (the \"Shares\" and \"Warrants,\" collectively, a \"Unit\").\u00a0 The Company reserves the right to increase or decrease this number.\u00a0 All references to currency in this Securities Purchase Agreement shall refer to the lawful currency of the United States of America.", "references": ["Base Salary", "Waivers", "No Conflicts", "Payments", "Liens", "Specific Performance", "Records", "Consents", "Disability", "General", "Adjustments", "Warranties", "Existence", "Intellectual Property", "Indemnity", "Approvals", "Jurisdictions", "Successors", "Cooperation", "Litigations", "Governing Laws", "Definitions", "Books", "Solvency", "Financial Statements", "No Defaults", "Terminations", "Submission To Jurisdiction", "Headings", "Survival", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Executive shall have the right to indemnification by the Company to the fullest extent allowed by law, and on no less favorable terms and conditions than are provided to other directors and/or officers of the Company in the Company's charter, bylaws or individual indemnification agreements, if any, and shall be covered by any Directors and Officers Insurance maintained by the Company from time to time.", "references": ["Organizations", "Expenses", "Submission To Jurisdiction", "Powers", "Liens", "Effectiveness", "Anti-Corruption Laws", "Consent To Jurisdiction", "Brokers", "Interests", "Applicable Laws", "Enforcements", "Use Of Proceeds", "Binding Effects", "Headings", "Indemnity", "Arbitration", "Waiver Of Jury Trials", "Consents", "Benefits", "Cooperation", "Successors", "Capitalization", "Further Assurances", "Intellectual Property", "Amendments", "Definitions", "Construction", "Assignments", "Assigns", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The U.S. Borrower may, upon at least three Business Days\u2019 prior notice to the Agent, terminate in whole or reduce in part the unused portions of the Revolving Commitments under any Revolving Facility; provided , however , that (i) each partial reduction shall be in an aggregate amount of not less than the Minimum Currency Threshold and (ii) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders under such Revolving Facility except that, notwithstanding the foregoing, in connection with the establishment on any date of any Replacement Revolving Commitments pursuant to Section 2.19, the Revolving Commitments of any one or more Lenders providing any such Replacement Revolving Commitments on such date may be reduced in whole or in part on such date on a non-pro rata basis with the other Lenders under the applicable Revolving Facility; provided , further , that after giving effect to any such reduction and to the repayment of any Revolving Loans actually made on such date, the Revolving Outstandings of any Revolving Lender under such Revolving Facility does not exceed the Revolving Commitment thereof). To the extent not previously utilized, all Term Commitments in effect on the Closing Date shall terminate at 5:00 p.m. (New York City time) on the Closing Date.", "references": ["Approvals", "Cooperation", "Insurances", "No Defaults", "Death", "Binding Effects", "Anti-Corruption Laws", "Amendments", "Liens", "Litigations", "Organizations", "Adjustments", "Expenses", "Terms", "Records", "Participations", "Construction", "Authority", "Remedies", "Forfeitures", "Miscellaneous", "Modifications", "Disclosures", "Indemnity", "Withholdings", "Headings", "Use Of Proceeds", "Duties", "No Conflicts", "Books", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Subordination Agreement may be executed in several counterparts, and by each party hereto on separate counterparts, each of which and any photocopies, facsimile copies and other electronic methods of transmission thereof shall be deemed an original, but all of which together shall constitute one and the same agreement..", "references": ["Assignments", "Costs", "Use Of Proceeds", "Venues", "Terms", "Cooperation", "Indemnity", "Compliance With Laws", "Releases", "Miscellaneous", "Positions", "Non-Disparagement", "Jurisdictions", "Records", "Headings", "Change In Control", "Modifications", "Payments", "Binding Effects", "Transactions With Affiliates", "Intellectual Property", "Organizations", "Sales", "Indemnifications", "Benefits", "Remedies", "Entire Agreements", "Definitions", "Integration", "Successors", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars or the applicable Agreed Currency at the office of the Administrative Agent located at 500 Stanton Christiana Road, NCC5, Floor 01, Newark, Delaware 19713-2107 or at such other place and time specified by the Administrative Agent.", "references": ["Expenses", "Closings", "Qualifications", "General", "Authorizations", "Participations", "Agreements", "Intellectual Property", "Remedies", "Existence", "Confidentiality", "Duties", "Notices", "Consent To Jurisdiction", "Severability", "Sanctions", "Death", "Cooperation", "Transactions With Affiliates", "Entire Agreements", "Indemnifications", "Headings", "Benefits", "Forfeitures", "Consents", "Sales", "Specific Performance", "Assignments", "Binding Effects", "Venues", "Payments"], "gold": ["Payments"]}
+{"input": "Commencing March 14, 2018, Executive shall receive an annual base salary of $1,800,000. Subsequent salary amounts shall be determined by the Company in its sole discretion; provided , however , that none of such subsequent annualized salaries shall be less than $1,800,000.", "references": ["Effective Dates", "Amendments", "Jurisdictions", "Expenses", "Consent To Jurisdiction", "Liens", "Terminations", "Books", "Enforceability", "Duties", "Use Of Proceeds", "Warranties", "Publicity", "Notices", "Successors", "Transactions With Affiliates", "Submission To Jurisdiction", "Sanctions", "Arbitration", "No Defaults", "Authority", "Disability", "Releases", "Compliance With Laws", "Governing Laws", "Sales", "Fees", "Indemnifications", "Disclosures", "No Conflicts", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5) days after they receive written notice of termination from any Loan Party.\u00a0 Notwithstanding receipt of any such notice, each Loan Party will continue to be liable to the Administrative Agent, the Lenders and the Issuing Bank for any applicable Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations.\u00a0 Nothing in this Section 10.08 shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under clause (o) of Article VII hereof as a result of any such notice of termination.", "references": ["Compliance With Laws", "Transactions With Affiliates", "Waiver Of Jury Trials", "Integration", "Brokers", "Closings", "Sales", "Governing Laws", "Cooperation", "Defined Terms", "Agreements", "Change In Control", "Costs", "Remedies", "Amendments", "Base Salary", "Expenses", "Powers", "Qualifications", "Confidentiality", "Vesting", "Erisa", "Anti-Corruption Laws", "Arbitration", "Consent To Jurisdiction", "Vacations", "Capitalization", "Binding Effects", "Headings", "General", "Terminations"], "gold": ["Terminations"]}
+{"input": "Your compensation will include an annual base salary of $750,000 per year, paid in semi-monthly installments of $31,250 each, and subject to standard payroll deductions and withholdings (the \u201c Base Salary \u201d). Your Base Salary will be subject to review and adjustment by the Compensation Committee on an annual basis. Your Base Salary will be pro rated for any partial period in which you serve as Interim CEO.", "references": ["Notices", "Liens", "Modifications", "General", "Qualifications", "Specific Performance", "Authorizations", "Agreements", "Organizations", "Construction", "Insurances", "Participations", "Titles", "Financial Statements", "Transactions With Affiliates", "Authority", "Enforceability", "Miscellaneous", "No Defaults", "Governing Laws", "Powers", "Withholdings", "Assignments", "Erisa", "Interests", "Adjustments", "Interpretations", "Defined Terms", "Employment", "Litigations", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "All notices or demands by any party relating to this Agreement shall be made in writing as provided in the Stock Purchase Agreement. Each party shall provide written notice to the other party of any change in address.", "references": ["Assigns", "Payments", "Vesting", "No Conflicts", "Solvency", "Use Of Proceeds", "Employment", "Disability", "Waivers", "Intellectual Property", "Enforcements", "Remedies", "Effectiveness", "Severability", "Interests", "Books", "Subsidiaries", "Arbitration", "Brokers", "Confidentiality", "Survival", "Modifications", "Integration", "General", "Agreements", "Anti-Corruption Laws", "Entire Agreements", "Sales", "Non-Disparagement", "Venues", "Notices"], "gold": ["Notices"]}
+{"input": "Employee is hereby entitled to indemnification for Employee\u2019s acts or omissions in Employee\u2019s capacity as an executive or officer of the Company or member of the Company\u2019s Board to the same extent as other senior executives of the Company and in the manner provided by the Company\u2019s bylaws.\u00a0 In addition to, and notwithstanding the foregoing, the Company shall indemnify Employee within ten (10)\u00a0days of the Company receiving evidence reasonably satisfactory to the Board of a liability or expense covered by this Section \u00a0(\u201c Indemnification Claim \u201d); provided, the Company shall have the right to assume, at its own expense, the defense of any liability or expense giving rise to the Indemnification Claim.\u00a0 In addition, and notwithstanding anything to the contrary herein, the Company shall indemnify and hold Employee harmless, to the fullest extent permitted by the laws of the State of Michigan, from and against all costs, charges and expenses (including reasonable attorneys\u2019 fees), and shall, consistent with the laws of the State of Michigan, provide for the advancement of expenses, incurred or sustained in connection with any action, suit or proceeding to which Employee or his legal representatives may be made a party by reason of Employee\u2019s being or having been a director, officer or employee of the Company or any of its Affiliates or employee benefit plans.\u00a0 The provisions of this Section \u00a0shall not be deemed exclusive of any other rights which Employee may have under the Company\u2019s Certificate of Incorporation, any by-law, agreement, vote of stockholders or directors, or otherwise.\u00a0 The Company shall maintain adequate Directors and Officers liability insurance coverage, which shall include Employee in his capacity as an officer and, if applicable, member of the Company\u2019s Board.\u00a0 The provisions of this Section \u00a0shall survive the termination of this Agreement for any reason.", "references": ["Jurisdictions", "Solvency", "Brokers", "Entire Agreements", "No Defaults", "Taxes", "Liens", "Fees", "Payments", "Capitalization", "Binding Effects", "Interpretations", "Intellectual Property", "Duties", "Specific Performance", "Successors", "Erisa", "Arbitration", "Interests", "Effective Dates", "Participations", "Terms", "Existence", "Disclosures", "Notices", "Change In Control", "Costs", "Enforceability", "Integration", "Counterparts", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The agreements in this Section shall survive the resignation of any Agent and the L/C Issuer, the assignment of any Commitment or Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Capitalization", "Venues", "Sanctions", "Interpretations", "Taxes", "Financial Statements", "Severability", "Fees", "Base Salary", "Successors", "Subsidiaries", "Amendments", "Non-Disparagement", "Insurances", "Disclosures", "Definitions", "Consents", "Specific Performance", "Existence", "Consent To Jurisdiction", "Costs", "Disability", "Participations", "No Waivers", "Authorizations", "Enforceability", "Warranties", "Jurisdictions", "No Defaults", "Benefits", "Survival"], "gold": ["Survival"]}
+{"input": "Seller shall maintain all licenses, permits or other approvals necessary for Seller to conduct its business and to perform its obligations under the Program Agreements, and Seller shall conduct its business strictly in accordance with applicable law.", "references": ["Erisa", "Applicable Laws", "Publicity", "No Conflicts", "Disclosures", "Closings", "Assignments", "Employment", "Intellectual Property", "Death", "Change In Control", "Vacations", "Defined Terms", "Organizations", "Solvency", "Titles", "Sales", "Forfeitures", "Venues", "Governing Laws", "Tax Withholdings", "Financial Statements", "Enforcements", "General", "Capitalization", "No Waivers", "Amendments", "Severability", "Authority", "Representations", "Approvals"], "gold": ["Approvals"]}
+{"input": "This Agreement shall be governed by and interpreted under the laws of the State of California applicable to contracts made and to be performed therein without giving effect to the principles of conflict of laws thereof. Except in respect of any action commenced by a third party in another jurisdiction, the parties hereto agree that any legal suit, action, or proceeding against them arising out of or relating to this Agreement may be brought in the United States Federal Courts in the State of California or the state courts, in the State of California. By its execution hereof, the parties hereby irrevocably waive any objection and any right of immunity on the ground of venue, the convenience of the forum or the jurisdiction of such courts or from the execution of judgments resulting therefrom. The parties hereby irrevocably accept and submit to the jurisdiction of the aforesaid courts in any such suit, action or proceeding.", "references": ["Modifications", "Waivers", "Insurances", "Specific Performance", "Vacations", "Titles", "Brokers", "Tax Withholdings", "Records", "Subsidiaries", "Qualifications", "Books", "Fees", "Consent To Jurisdiction", "No Waivers", "Death", "Erisa", "Construction", "Defined Terms", "Intellectual Property", "Assignments", "Participations", "Approvals", "Disability", "Sanctions", "Benefits", "Closings", "No Defaults", "Effective Dates", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The execution and delivery of each Loan Document by each Loan Party party thereto and its performance of the Loan Documents: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) for consents, approvals, registrations, filing or other actions, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate (i) any applicable Law or regulation or (ii) in any material respect, the charter, by-laws or other organizational documents of such Loan Party or any order of any Governmental Authority binding on such Loan Party, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any material Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, and except to the extent such violation or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Cooperation", "Enforceability", "No Defaults", "Terminations", "Subsidiaries", "Assignments", "Tax Withholdings", "Transactions With Affiliates", "Records", "No Waivers", "Change In Control", "Withholdings", "Participations", "Indemnity", "Existence", "Notices", "Vesting", "Agreements", "Authorizations", "Expenses", "Books", "Construction", "Indemnifications", "Anti-Corruption Laws", "Use Of Proceeds", "Payments", "Waiver Of Jury Trials", "Death", "Capitalization", "Applicable Laws", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section\u00a09.03.\u00a0 Delivery of an executed counterpart to this Agreement by facsimile transmission or an electronic transmission of a PDF copy thereof shall be as effective as delivery of a manually signed original.\u00a0 Any such delivery shall be followed promptly by delivery of the manually signed original.", "references": ["Terms", "Base Salary", "Assignments", "Titles", "Severability", "No Defaults", "Publicity", "Duties", "Records", "Agreements", "Vesting", "Erisa", "Interpretations", "Binding Effects", "Liens", "Indemnity", "Specific Performance", "Non-Disparagement", "Enforcements", "Entire Agreements", "Headings", "Notices", "Venues", "Insurances", "Compliance With Laws", "Vacations", "Effective Dates", "Powers", "Disclosures", "Tax Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Borrower will, and will cause each other Credit Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.\u00a0 The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by itself, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["Disability", "Non-Disparagement", "Expenses", "Closings", "Approvals", "Disclosures", "Base Salary", "Litigations", "Intellectual Property", "Vacations", "Survival", "Applicable Laws", "Liens", "No Conflicts", "Indemnity", "Representations", "Arbitration", "Assigns", "Indemnifications", "Waivers", "Costs", "Death", "Adjustments", "Effective Dates", "Sales", "Use Of Proceeds", "Miscellaneous", "Enforceability", "Amendments", "Capitalization", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10(i) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.", "references": ["Arbitration", "Effective Dates", "Liens", "Submission To Jurisdiction", "Interests", "Enforcements", "Indemnifications", "Releases", "Solvency", "Consent To Jurisdiction", "Successors", "Jurisdictions", "Governing Laws", "Duties", "Definitions", "Qualifications", "Miscellaneous", "Titles", "Assigns", "Entire Agreements", "Authorizations", "Litigations", "Binding Effects", "Existence", "Benefits", "Disability", "Employment", "Indemnity", "Organizations", "Closings", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The invalidity or unenforceability of any provision of this Award Certificate shall not affect the validity or enforceability of any other provision of this Award Certificate, and each other provision of the Award Certificate shall be severable and enforceable to the extent permitted by law.", "references": ["Brokers", "No Conflicts", "Liens", "Employment", "Definitions", "Existence", "Use Of Proceeds", "Representations", "Subsidiaries", "Effectiveness", "Vesting", "Books", "Counterparts", "Enforceability", "Terms", "Base Salary", "Warranties", "No Waivers", "Payments", "Indemnifications", "Change In Control", "Sales", "Authority", "Amendments", "Solvency", "Cooperation", "Titles", "Headings", "Transactions With Affiliates", "Death", "Severability"], "gold": ["Severability"]}
+{"input": "Notwithstanding anything to the contrary set forth in the Credit Agreement or the Amended Credit Agreement, each party hereto hereby consents to the assignment by any Primoris Lender (including, without limitation, the Initial First-Out Lender) of all or any portion of its rights and/or obligations under the Amended Credit Agreement and each other Loan Document, in each case, in accordance with the Put/Call Agreement (any such assignment is hereinafter referred to as a \u201c Primoris Assignment \u201d), and the Borrower and each Lender party hereto hereby instruct the Administrative Agent to perform all acts necessary or desirable to effect each Primoris Assignment, including with respect to processing and recordation of such Primoris Assignment. The Administrative Agent hereby agrees to waive all processing and recordation fees with respect to each Primoris Assignment.", "references": ["Change In Control", "Notices", "Confidentiality", "Remedies", "Waivers", "Publicity", "Tax Withholdings", "Applicable Laws", "Transactions With Affiliates", "Liens", "Interests", "Indemnifications", "Closings", "Construction", "Anti-Corruption Laws", "Agreements", "Terminations", "Waiver Of Jury Trials", "Headings", "Interpretations", "Survival", "Entire Agreements", "Venues", "Indemnity", "Authorizations", "Benefits", "Insurances", "Severability", "Disclosures", "Amendments", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement shall be deemed to be made in and in all respects shall be interpreted, governed by and construed by and in accordance with, the internal laws of the State of Delaware, without giving effect to applicable conflicts of laws, rules or principles thereof (or any other jurisdiction) to the extent that the application of such laws, rules or principles would direct a matter to another jurisdiction.", "references": ["Binding Effects", "Terms", "Releases", "Assigns", "Effectiveness", "Death", "Disclosures", "Vesting", "Powers", "Costs", "General", "Modifications", "No Waivers", "Participations", "Submission To Jurisdiction", "Effective Dates", "Cooperation", "Indemnity", "Venues", "Existence", "Notices", "Qualifications", "Liens", "Assignments", "Survival", "Miscellaneous", "Entire Agreements", "Remedies", "Consent To Jurisdiction", "Counterparts", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by certified mail, postage prepaid or by an overnight delivery service, charges prepaid; addressed to such party at the address set forth on the signature page hereto or such other address as may hereafter be designated in writing by the addressee to the addressor. In the case of a notice, request, consent or other communication directed to the Company, a copy of such communication (which shall not constitute notice) shall be provided to the Company\u2019s legal counsel: Jamile J. Francis III, Womble Bond Dickinson (US) LLP, 550 South Main Street, Ste. 400, Greenville, SC 29601. In the case of a notice, request, consent or other communication directed to W&A and Wanserski, a copy of such communication (which shall not constitute notice) shall be provided to their legal counsel: Tony G. Powers, 935 Manchester Pl., Atlanta, GA 30328. Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents.", "references": ["Organizations", "Entire Agreements", "Positions", "Intellectual Property", "Binding Effects", "Enforcements", "Integration", "Withholdings", "Forfeitures", "Sales", "Qualifications", "Applicable Laws", "Indemnifications", "Sanctions", "Capitalization", "Fees", "Miscellaneous", "Specific Performance", "Venues", "Powers", "Confidentiality", "No Defaults", "Waiver Of Jury Trials", "Enforceability", "Duties", "Solvency", "Participations", "Benefits", "Cooperation", "Transactions With Affiliates", "Notices"], "gold": ["Notices"]}
+{"input": "Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to pay and discharge all material taxes, assessments, and other charges and claims related thereto imposed on the Company or any of its Restricted Subsidiaries prior to the date on which penalties attach other than any tax, assessment, charge, or claims which is being contested in good faith and for which adequate reserves have been established in compliance with GAAP.", "references": ["Titles", "Payments", "Change In Control", "Use Of Proceeds", "Agreements", "Warranties", "Terminations", "Duties", "Withholdings", "Enforcements", "Modifications", "Existence", "Indemnifications", "Approvals", "Representations", "Cooperation", "No Conflicts", "Transactions With Affiliates", "Costs", "Assignments", "Amendments", "Survival", "Solvency", "Capitalization", "Financial Statements", "Publicity", "Definitions", "Anti-Corruption Laws", "No Waivers", "Qualifications", "Taxes"], "gold": ["Taxes"]}
+{"input": "No waiver of any provision hereof is valid unless it is in writing and signed by the person against whom it is charged.", "references": ["Governing Laws", "Further Assurances", "Organizations", "Indemnifications", "Books", "Remedies", "Assignments", "Indemnity", "Warranties", "Closings", "Releases", "Intellectual Property", "No Defaults", "Integration", "Waiver Of Jury Trials", "Binding Effects", "Defined Terms", "Solvency", "Miscellaneous", "Effective Dates", "Jurisdictions", "Construction", "Death", "Subsidiaries", "Records", "Authorizations", "Participations", "No Waivers", "Counterparts", "Arbitration", "Waivers"], "gold": ["Waivers"]}
+{"input": "Any payments and benefits provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.", "references": ["Titles", "Amendments", "Change In Control", "Benefits", "Positions", "No Conflicts", "Venues", "Powers", "Transactions With Affiliates", "Entire Agreements", "Duties", "Insurances", "Notices", "Effective Dates", "Waiver Of Jury Trials", "Disability", "Enforcements", "Specific Performance", "Terms", "Payments", "Intellectual Property", "Subsidiaries", "Existence", "Closings", "Costs", "Enforceability", "Sales", "Vesting", "General", "Litigations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "There are no agreements, understandings, laws, statutes, rules or regulations or other restrictions of any kind to which the Holder is party or subject that would prevent or restrict in any material respect the execution, delivery or performance of this Agreement by Holder. To the Holder\u2019s knowledge, no consent or approval of any person, court or governmental authority is necessary by the Holder to transfer the Existing Preferred and consummate the Exchange.", "references": ["Change In Control", "Enforceability", "Litigations", "Disclosures", "Death", "Powers", "Disability", "Positions", "Entire Agreements", "Publicity", "Releases", "Indemnifications", "Further Assurances", "Effectiveness", "Cooperation", "Governing Laws", "Notices", "Tax Withholdings", "Transactions With Affiliates", "Authority", "Vacations", "Forfeitures", "Consents", "Assigns", "Interests", "Interpretations", "Employment", "Counterparts", "Applicable Laws", "Consent To Jurisdiction", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Borrower is (a)\u00a0a limited partnership duly organized and validly existing under the laws of Texas and (b)\u00a0in good standing and qualified to do business as a foreign corporation in each jurisdiction where its ownership or lease of Property or conduct of its business requires such qualification. Each Restricted Subsidiary of the Borrower is (i)\u00a0duly organized, validly existing, and in good standing (if applicable) under the laws of its jurisdiction of formation and (ii)\u00a0in good standing and qualified to do business as a foreign corporation or other foreign business entity in each jurisdiction where its ownership or lease of Property or conduct of its business requires such qualification. As of the date of this Agreement, the Borrower has no Subsidiaries other than listed on Schedule 4.01 and the Borrower owns no other Equity Interests in any Person except in such Subsidiaries and otherwise as set forth in Schedule 4.01.", "references": ["Terminations", "Consents", "Waivers", "Sales", "Effectiveness", "Compliance With Laws", "Definitions", "Forfeitures", "Liens", "Headings", "Interests", "Authority", "Taxes", "Construction", "Integration", "No Waivers", "Approvals", "Disability", "Costs", "Change In Control", "Adjustments", "General", "Litigations", "Benefits", "Qualifications", "Assigns", "Specific Performance", "Anti-Corruption Laws", "Terms", "Vesting", "Existence"], "gold": ["Existence"]}
+{"input": "Upon a Participant\u2019s death, benefits under the Plan shall be payable in cash to a Participant\u2019s Beneficiary. If a Participant dies while still actively employed by the Company, such payment shall be made as a single lump-sum payment within 90 days of the date of the Participant\u2019s death, or such later date permissible under Section 409A. If a Participant elects annual installment payments and dies after such installment payments have commenced, any remaining installment payments shall be made to such Participant\u2019s Beneficiary as a single lump\u2011sum payment within 90 days of the date of the Participant\u2019s death, or such later date permissible under Section 409A.", "references": ["Records", "Assignments", "Vacations", "Definitions", "Fees", "Publicity", "Confidentiality", "Change In Control", "Authority", "Liens", "Erisa", "Consents", "Miscellaneous", "Litigations", "Enforceability", "Arbitration", "Vesting", "Indemnity", "Cooperation", "Releases", "Remedies", "Waivers", "Insurances", "Construction", "Approvals", "No Conflicts", "Effectiveness", "Representations", "Terminations", "Intellectual Property", "Death"], "gold": ["Death"]}
+{"input": "The Company hereby employs Executive, and Executive hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending on the date described in Section 4(a) (the \u201cEmployment Period\u201d).", "references": ["Consent To Jurisdiction", "Liens", "Cooperation", "Specific Performance", "Remedies", "Miscellaneous", "Positions", "Forfeitures", "Binding Effects", "Indemnity", "Venues", "Erisa", "Compliance With Laws", "Sanctions", "Applicable Laws", "Financial Statements", "Modifications", "Vacations", "Qualifications", "Definitions", "Representations", "Subsidiaries", "Anti-Corruption Laws", "Payments", "Assigns", "Further Assurances", "Change In Control", "Withholdings", "Construction", "Death", "Employment"], "gold": ["Employment"]}
+{"input": "Interest shall be credited to the Cash Account balance (including both principal and interest) of each participating Director based on the balance at the end of each calendar quarter. The rate of interest to be applied at the end of each calendar quarter is set forth below in this Paragraph 4. The interest credit shall continue to be applied to the Cash Account of a Director, even if ceasing to serve as a Director, until all amounts credited to his or her Cash Account have been paid. Said interest shall be calculated quarterly, based upon the average daily balance of the Director\u2019s Cash Account since the preceding calendar quarter, after giving effect to any reduction in the Cash Account as a result of any payments. The remaining annual payments will be recomputed to reflect the additional interest credits.", "references": ["Forfeitures", "Use Of Proceeds", "Integration", "Waivers", "Solvency", "Intellectual Property", "No Defaults", "Costs", "Change In Control", "Indemnity", "Interpretations", "Arbitration", "Titles", "Base Salary", "Cooperation", "Consents", "Governing Laws", "Terminations", "Financial Statements", "Jurisdictions", "Sales", "Insurances", "Existence", "Vesting", "Erisa", "Participations", "Transactions With Affiliates", "No Waivers", "Organizations", "Liens", "Interests"], "gold": ["Interests"]}
+{"input": "Insure, repair and replace the Collateral of such Grantor as set forth in the Credit Agreement. All insurance proceeds shall be subject to the security interest of the Administrative Agent hereunder.", "references": ["Enforcements", "Solvency", "No Defaults", "No Conflicts", "Submission To Jurisdiction", "Death", "Withholdings", "Authorizations", "Effectiveness", "Vacations", "Transactions With Affiliates", "Authority", "Defined Terms", "Amendments", "Closings", "Use Of Proceeds", "Assignments", "Subsidiaries", "Waiver Of Jury Trials", "Arbitration", "Notices", "Effective Dates", "Waivers", "Intellectual Property", "Entire Agreements", "Severability", "Costs", "Employment", "Disclosures", "Records", "Insurances"], "gold": ["Insurances"]}
+{"input": "All notices, requests and other communications hereunder shall be in writing and shall be given as provided in the Credit Agreement with any notices to a Guarantor to be deemed validly given if provided to the Borrower.", "references": ["Waivers", "Construction", "Counterparts", "Headings", "Expenses", "Publicity", "Applicable Laws", "Vesting", "Liens", "Submission To Jurisdiction", "Indemnifications", "Successors", "Base Salary", "Erisa", "Assigns", "Agreements", "Sales", "Fees", "Anti-Corruption Laws", "Approvals", "Insurances", "Capitalization", "Closings", "Specific Performance", "Benefits", "Jurisdictions", "Adjustments", "Forfeitures", "Sanctions", "Disclosures", "Notices"], "gold": ["Notices"]}
+{"input": "This Voting Agreement constitutes a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforcement is limited by bankruptcy, insolvency and other similar laws effecting the enforcement of creditors\u2019 rights generally and (ii) for limitations imposed by general principles of equity.", "references": ["Vesting", "Insurances", "Consent To Jurisdiction", "Enforceability", "Forfeitures", "Venues", "Taxes", "Arbitration", "Cooperation", "Counterparts", "Definitions", "Litigations", "Transactions With Affiliates", "Sanctions", "Use Of Proceeds", "Anti-Corruption Laws", "Submission To Jurisdiction", "Assigns", "Amendments", "Governing Laws", "Specific Performance", "Duties", "Effectiveness", "Representations", "Integration", "Miscellaneous", "Books", "Adjustments", "Compliance With Laws", "Employment", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "All Payroll Deduction Contributions, Matching Contributions and Award Contributions are subject to withholding for applicable federal, state and local income taxes and will be reported as wage income by the Company. When a Participant authorizes a Payroll Deduction of a specific amount, more than that amount will actually be withheld from his or her compensation to cover the withholding taxes due on the Payroll Deduction Contribution and Matching Contribution. Unless set forth otherwise by applicable law, rule, or regulation, the distribution of shares of Stock from a Participant\u2019s Account to a Participant, or cash in lieu of fractional shares, will not be a taxable event.", "references": ["Fees", "Modifications", "Organizations", "Payments", "Subsidiaries", "Notices", "Base Salary", "Closings", "Terminations", "Powers", "Waivers", "Transactions With Affiliates", "Amendments", "Miscellaneous", "Warranties", "Financial Statements", "Specific Performance", "No Waivers", "Liens", "Authorizations", "No Defaults", "Disclosures", "Effectiveness", "Authority", "Positions", "Counterparts", "Assignments", "Releases", "Use Of Proceeds", "Consent To Jurisdiction", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Committee shall have the full power and authority provided under Section 4.2 of the Plan and provided by delegation by the Board, subject to the terms of the Plan, and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board. Such power and authority shall include, but not be limited to, the power and authority to: (a) interpret and administer the Plan, the Award Agreement, and any instrument or agreement entered into under or in connection with the Plan; (b) correct any defect, supply any omission or reconcile any inconsistency in the Plan or the Award Agreement in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (c) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan and Award; (d) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and Award; (e) determine whether, to what extent and under what circumstances the Award shall be canceled or suspended; and (f) determine, for purposes of the Plan and this Award Agreement, (i) the date and circumstances that constitute a cessation or termination of employment, (ii) whether such cessation or termination is the result of Retirement, death, Disability, termination without Cause or any other reason, and (iii) what constitutes continuous employment with respect to vesting under this Award Agreement. Notwithstanding the foregoing, leaves of absence approved by the Committee or transfers of employment among the subsidiaries of H&R Block shall not be considered an interruption of continuous employment under the Plan, unless otherwise required by Code Section 409A.", "references": ["Construction", "Brokers", "Applicable Laws", "Definitions", "Venues", "Disclosures", "Disability", "Amendments", "Employment", "Counterparts", "Compliance With Laws", "Authority", "Duties", "Binding Effects", "Books", "Waivers", "Enforcements", "Terms", "Use Of Proceeds", "Successors", "No Waivers", "Sanctions", "Terminations", "General", "Expenses", "Insurances", "Capitalization", "Remedies", "Financial Statements", "Notices", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Participant must arrange for all tax withholding obligations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of previously owned Shares of then-equivalent value or (iii) in Shares of then equivalent value otherwise deliverable upon exercise of vested Options (whether such Options have been exercised, or vested Options of equivalent value have merely been surrendered to the Company). The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such lapse of restrictions.", "references": ["Agreements", "Survival", "Duties", "Integration", "Employment", "Representations", "Waiver Of Jury Trials", "Qualifications", "Modifications", "Enforcements", "Insurances", "Benefits", "Counterparts", "Cooperation", "Participations", "Entire Agreements", "Vesting", "Further Assurances", "Terminations", "Submission To Jurisdiction", "Authorizations", "Confidentiality", "Publicity", "Severability", "Change In Control", "Capitalization", "Specific Performance", "Withholdings", "No Defaults", "Approvals", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.", "references": ["Erisa", "Organizations", "Withholdings", "Assigns", "Disclosures", "Further Assurances", "Severability", "Indemnity", "Use Of Proceeds", "Disability", "Vacations", "Notices", "Authorizations", "Assignments", "Enforceability", "Waiver Of Jury Trials", "Positions", "Closings", "Books", "Sales", "Base Salary", "Terms", "Subsidiaries", "Qualifications", "Powers", "Fees", "Modifications", "Miscellaneous", "Indemnifications", "Employment", "Publicity"], "gold": ["Publicity"]}
+{"input": "The Executive understands and agrees that any breach or threatened breach by the Executive of any of the provisions of Section\u00a09 shall be considered a material breach of this Agreement, and in the event of such a breach or threatened breach, the Company shall be entitled to pursue any and all of its remedies under law or in equity arising out of such breach.\u00a0The Executive further agrees that in the event of his breach of any of the provisions of Section\u00a09, unless otherwise prohibited by law, (i)\u00a0the Company shall be released from any obligation to make any payments or further payments to the Executive under Section\u00a06 and no payments shall be due or payable to the Executive thereunder, and (ii)\u00a0the Executive shall remit to the Company, upon demand by the Company, any payments previously paid by the Company to the Executive pursuant to Section\u00a06.\u00a0The Executive further agrees that the remedies in the immediately preceding sentence will not preclude injunctive relief, and if the Company pursues either a temporary restraining order or temporary injunctive relief, then the Executive waives any requirement that the Company post a bond.", "references": ["Specific Performance", "Agreements", "Cooperation", "Records", "Sanctions", "Integration", "Death", "Change In Control", "Benefits", "Intellectual Property", "Disclosures", "Compliance With Laws", "Consent To Jurisdiction", "Non-Disparagement", "Litigations", "Construction", "Disability", "Survival", "Transactions With Affiliates", "Assigns", "Withholdings", "Headings", "Entire Agreements", "Amendments", "Interpretations", "Effective Dates", "Solvency", "Financial Statements", "Base Salary", "Arbitration", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "On the Closing Date, except as set forth on Schedule 6.6 , (a) there are no legal actions, suits, proceedings, claims or disputes pending or, to the Knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority against or affecting the Borrower or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) there is no injunction, writ, temporary restraining order, decree or any order or determination of any nature by any arbitrator, court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of the Note Documents or which relates to the assets or the business of the Borrower or its Subsidiaries; and (c) there is no litigation, claim, audit, dispute, review, proceeding or investigation currently pending or, to the Knowledge of the Borrower, threatened against the Borrower or its Subsidiaries for any violation or alleged violation of any Requirements of Law, and neither the Borrower nor any Subsidiary has received written notice of any threat of any suit, action, claim, dispute, investigation, review or other proceeding pursuant to or involving any Requirements of Law that could reasonably be expected to result in, individually or in the aggregate, liability to the Borrower or any Guarantor in excess of $250,000.", "references": ["Death", "Assigns", "Headings", "Sales", "Specific Performance", "Transactions With Affiliates", "Sanctions", "Effective Dates", "Arbitration", "No Waivers", "Applicable Laws", "Benefits", "Interpretations", "Authority", "Enforceability", "Compliance With Laws", "Liens", "Solvency", "Venues", "Anti-Corruption Laws", "Terminations", "Waiver Of Jury Trials", "Insurances", "Counterparts", "Remedies", "Adjustments", "Submission To Jurisdiction", "Participations", "Authorizations", "Taxes", "Litigations"], "gold": ["Litigations"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d). Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Liens", "Interests", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Specific Performance", "Anti-Corruption Laws", "Employment", "Publicity", "Releases", "Confidentiality", "Enforceability", "Interpretations", "No Waivers", "Headings", "Definitions", "Survival", "Assignments", "Venues", "Assigns", "Non-Disparagement", "Transactions With Affiliates", "No Defaults", "Severability", "Sanctions", "Titles", "Counterparts", "Books", "Effectiveness", "Remedies", "Effective Dates", "Litigations"], "gold": ["Litigations"]}
+{"input": "EACH OF THE ASSIGNOR, AND BY ITS ACCEPTANCE HEREOF, THE ASSIGNEE, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS ASSIGNMENT .", "references": ["Terminations", "No Conflicts", "Use Of Proceeds", "Existence", "Entire Agreements", "Binding Effects", "No Defaults", "Disability", "Consent To Jurisdiction", "Forfeitures", "Remedies", "Death", "Taxes", "Arbitration", "Headings", "Financial Statements", "Applicable Laws", "Modifications", "Records", "Assigns", "Participations", "Severability", "Counterparts", "No Waivers", "Interests", "Duties", "Insurances", "General", "Miscellaneous", "Governing Laws", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted , except where the failure to do so could not be reasonably expected to result in a Material Adverse Exchange; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section\u00a06.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.", "references": ["Use Of Proceeds", "Cooperation", "Fees", "Costs", "No Defaults", "Integration", "Insurances", "Notices", "Binding Effects", "Tax Withholdings", "Enforceability", "Subsidiaries", "Jurisdictions", "Disability", "Positions", "Death", "Employment", "Expenses", "Modifications", "Amendments", "Authority", "Consent To Jurisdiction", "Withholdings", "Benefits", "Brokers", "Taxes", "Intellectual Property", "Sales", "Records", "Successors", "Existence"], "gold": ["Existence"]}
+{"input": "The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity.", "references": ["Death", "Closings", "Effective Dates", "Payments", "Further Assurances", "Consents", "Fees", "Integration", "Confidentiality", "Books", "Costs", "Applicable Laws", "Waivers", "Benefits", "Liens", "General", "Adjustments", "Definitions", "Subsidiaries", "Assignments", "Entire Agreements", "Change In Control", "Erisa", "Waiver Of Jury Trials", "Counterparts", "Duties", "Litigations", "Anti-Corruption Laws", "Headings", "Non-Disparagement", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Units in accordance with the provisions thereof will not (a)\u00a0conflict with or result in a breach or violation of (i)\u00a0any of the terms and provisions of, or constitute a default under, the Certificate of Incorporation or bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR system) or any of the Company\u2019s Subsidiaries\u2019 certificate or articles of incorporation, certificate of formation, bylaws, operating agreement, or other organizational or charter documents, or (ii)\u00a0assuming the accuracy of the representations and warranties in Section\u00a05, any applicable statute, rule, regulation or order of any Governmental Authority having jurisdiction over the Company, its Subsidiaries or any of their respective assets or properties, or (b)\u00a0conflict with, or constitute a default (or an event that, with notice, lapse of time or both, would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except in the case of (a)(ii) and (b), for such defaults, breaches, violations or conflicts as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. This Section does not relate to matters with respect to taxes, which are the subject of Section\u00a04.10, employee relations and labor matters, which are the subject of Section\u00a04.13, and environmental laws, which are the subject of Section\u00a04.15.", "references": ["Severability", "Litigations", "Disclosures", "Defined Terms", "Warranties", "Existence", "Confidentiality", "Closings", "Authority", "Intellectual Property", "Liens", "Vacations", "Headings", "Payments", "No Waivers", "Change In Control", "Remedies", "Erisa", "Taxes", "Brokers", "Governing Laws", "Waiver Of Jury Trials", "Arbitration", "Financial Statements", "Subsidiaries", "Adjustments", "Effectiveness", "Modifications", "Binding Effects", "Benefits", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Executive shall not assign or otherwise transfer this Agreement or Executive\u2019s rights or obligations under this Agreement without the prior written consent of an authorized officer of the Company, and any attempted assignment without such consent shall be void and without legal effect.\u00a0 The Company may assign this Agreement to any person or entity succeeding to all or substantially all of the Company\u2019s business, but may not otherwise assign this Agreement to any person or entity other than an affiliate without Executive\u2019s prior written consent.\u00a0 No amounts payable to Executive under this Agreement shall be subject to seizure by legal process by any creditor of Executive.", "references": ["Benefits", "Notices", "Effectiveness", "Costs", "Consent To Jurisdiction", "Capitalization", "General", "Waiver Of Jury Trials", "Powers", "Modifications", "Disability", "Assigns", "Interests", "Defined Terms", "Expenses", "Intellectual Property", "Enforceability", "Non-Disparagement", "Effective Dates", "Remedies", "Cooperation", "Financial Statements", "Insurances", "Applicable Laws", "Positions", "Survival", "Sanctions", "Forfeitures", "No Waivers", "Closings", "Assignments"], "gold": ["Assignments"]}
+{"input": "The execution, delivery and performance of this Agreement, and the New Note and the consummation by the Company of the transactions contemplated hereby and thereby, will not, (i) result in a violation of the articles of incorporation of the Company, as amended (the \u201c Certificate of Incorporation \u201d) or the bylaws of the Company (the \u201c Bylaws \u201d) or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and rules or regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected. The Company is not in violation of its Certificate of Incorporation, Bylaws or other organizational documents.", "references": ["Arbitration", "Benefits", "Waivers", "Capitalization", "Titles", "Construction", "Withholdings", "Change In Control", "Taxes", "Employment", "Terminations", "Amendments", "Venues", "Cooperation", "Records", "Organizations", "Modifications", "Forfeitures", "No Waivers", "Assignments", "Financial Statements", "Enforceability", "Sales", "Publicity", "Liens", "Integration", "Tax Withholdings", "Binding Effects", "Severability", "Costs", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and shall bind and inure to the benefit of the heirs, executors, personal representatives, successors and assigns of the parties hereto. Any disputes arising from or relating to this Agreement shall be subject to arbitration pursuant to Section 21 of the Employment Agreement.", "references": ["Binding Effects", "Adjustments", "Jurisdictions", "Enforceability", "Headings", "Disclosures", "Counterparts", "Compliance With Laws", "Severability", "No Waivers", "Indemnifications", "Powers", "Erisa", "Titles", "Consents", "Non-Disparagement", "Interpretations", "Vesting", "Terminations", "Approvals", "Closings", "Venues", "Duties", "Vacations", "Capitalization", "Existence", "Participations", "Applicable Laws", "Transactions With Affiliates", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada.", "references": ["General", "Representations", "Base Salary", "Submission To Jurisdiction", "Cooperation", "Severability", "Benefits", "Applicable Laws", "Expenses", "Compliance With Laws", "Survival", "Vacations", "Positions", "No Defaults", "Disclosures", "Transactions With Affiliates", "Releases", "Tax Withholdings", "Adjustments", "Integration", "Death", "Authority", "Interests", "Miscellaneous", "Jurisdictions", "Titles", "Assigns", "Liens", "Financial Statements", "Insurances", "Organizations"], "gold": ["Organizations"]}
+{"input": "Subject to Article 5, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the General Corporation Law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, Directors or any other Persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended, are granted and held subject to this reservation. Notwithstanding anything to the contrary contained in this Certificate of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Sections 7.2, 7.3 and 7.4 of Article 7, Sections 8.1 and 8.2 of Article 8 or Article 9, 12, 13 or 14 may be altered, amended or repealed in any respect, nor may any provision or by-law inconsistent therewith be adopted, unless in addition to any other vote required by this Certificate of Incorporation or otherwise required by law, (i)\u00a0until the Majority Ownership Requirement is no longer met, such alteration, amendment, repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class and (ii)\u00a0from and after the date that the Majority Ownership Requirement is no longer met, such alteration, amendment, repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of seventy-five percent (75%) of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, at a meeting of the stockholders called for that purpose.", "references": ["Brokers", "Survival", "Records", "Duties", "Enforceability", "Employment", "Binding Effects", "Costs", "Existence", "Vacations", "Fees", "Litigations", "Capitalization", "Governing Laws", "Benefits", "Anti-Corruption Laws", "Payments", "Indemnity", "Forfeitures", "Representations", "Consents", "Interests", "Further Assurances", "Confidentiality", "Withholdings", "Change In Control", "No Conflicts", "Agreements", "Releases", "Consent To Jurisdiction", "Amendments"], "gold": ["Amendments"]}
+{"input": "Employee is engaged and shall serve as Vice President, Controller and Chief Accounting Officer of Employer and, as may be requested by Employer from time to time, any other direct or indirect subsidiaries of Employer that may be formed or acquired. In addition, Employee shall have such other duties and hold such other offices as may from time to time be reasonably assigned to him by Employer\u2019s Chief Executive Officer and consistent with the office of Vice President, Controller and Chief Accounting Officer. These services shall be provided from offices located in Oak Brook, Illinois, or such other location as may be mutually agreed.", "references": ["Existence", "Disability", "Solvency", "Intellectual Property", "Erisa", "Compliance With Laws", "Waivers", "Base Salary", "Positions", "Confidentiality", "Effective Dates", "Payments", "Insurances", "No Waivers", "Use Of Proceeds", "Fees", "Assignments", "Financial Statements", "Assigns", "Terms", "Binding Effects", "Warranties", "Cooperation", "Books", "Notices", "Indemnifications", "No Conflicts", "Counterparts", "Costs", "Non-Disparagement", "Duties"], "gold": ["Duties"]}
+{"input": "THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN THE OTHER LOAN DOCUMENTS) AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION).", "references": ["Intellectual Property", "Powers", "Closings", "Confidentiality", "Remedies", "Sanctions", "Miscellaneous", "No Conflicts", "Death", "Sales", "Terms", "Waivers", "Positions", "Defined Terms", "Compliance With Laws", "Disclosures", "Solvency", "Titles", "Benefits", "Expenses", "Non-Disparagement", "Indemnity", "Qualifications", "Effectiveness", "Forfeitures", "Authority", "Indemnifications", "Change In Control", "No Defaults", "Survival", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement may be amended from time to time, by an instrument or cancelled at any time, by an instrument or instruments in writing signed by all of the Companies (or their successors or assigns).", "references": ["Submission To Jurisdiction", "Defined Terms", "Approvals", "Miscellaneous", "Benefits", "General", "No Waivers", "Payments", "Financial Statements", "Indemnifications", "Definitions", "Counterparts", "Survival", "Terms", "Titles", "Effectiveness", "Governing Laws", "Sanctions", "Enforceability", "Remedies", "Integration", "Non-Disparagement", "Base Salary", "Records", "Tax Withholdings", "Erisa", "Intellectual Property", "Qualifications", "Waiver Of Jury Trials", "Interests", "Amendments"], "gold": ["Amendments"]}
+{"input": "The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such self-insurance and deductibles and covering such risks as are customarily maintained by companies engaged in similar businesses and owning similar properties in locations where the Borrower or the applicable Restricted Subsidiary operates.", "references": ["Assigns", "Litigations", "Payments", "Waiver Of Jury Trials", "Approvals", "Financial Statements", "Terminations", "Confidentiality", "Counterparts", "Anti-Corruption Laws", "No Conflicts", "Closings", "Enforceability", "Disability", "Integration", "Taxes", "Modifications", "Base Salary", "Erisa", "Solvency", "Subsidiaries", "Disclosures", "Publicity", "Adjustments", "Compliance With Laws", "Use Of Proceeds", "Terms", "Expenses", "Powers", "Definitions", "Insurances"], "gold": ["Insurances"]}
+{"input": "Notwithstanding (a)\u00a0any Transfer of any Company Claims/Interests in accordance with Section\u00a08 or (b)\u00a0the termination of this Agreement in accordance with its terms, the agreements and obligations of the Parties in Section\u00a017 and the Confidentiality Agreements shall survive such Transfer and/or termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof and thereof.", "references": ["Interests", "Death", "Powers", "Transactions With Affiliates", "Change In Control", "Consent To Jurisdiction", "Publicity", "Waivers", "Terminations", "Entire Agreements", "Costs", "Waiver Of Jury Trials", "Expenses", "Compliance With Laws", "Warranties", "Venues", "Miscellaneous", "Fees", "Taxes", "Definitions", "No Waivers", "Closings", "Subsidiaries", "Specific Performance", "Vesting", "Notices", "Headings", "No Conflicts", "Adjustments", "Withholdings", "Survival"], "gold": ["Survival"]}
+{"input": "Following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents.", "references": ["Erisa", "Venues", "Modifications", "Entire Agreements", "Effective Dates", "Positions", "Approvals", "Organizations", "No Conflicts", "Authorizations", "Construction", "Taxes", "Tax Withholdings", "Integration", "Closings", "No Waivers", "Qualifications", "Compliance With Laws", "Cooperation", "Remedies", "Payments", "Governing Laws", "Jurisdictions", "Authority", "Agreements", "Expenses", "Employment", "Binding Effects", "Terms", "Terminations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement and the Liens and security interests granted hereunder shall not terminate until the termination of the Purchase Agreement and the Notes and the full and complete performance and indefeasible satisfaction of all the Obligations (i)\u00a0in respect of the Transaction Documents (including, without limitation, the indefeasible payment in full in cash of all such Obligations) and (ii)\u00a0with respect to which claims have been asserted by the Collateral Agent/ and or Purchaser, whereupon the Secured Party shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral to or on the order of Debtors.\u00a0 The Secured Party shall also execute and deliver to Debtors upon such termination and at Debtors\u2019 expense such UCC termination statements, certificates for terminating the liens on the Motor Vehicles (if any) and such other documentation as shall be reasonably requested by Debtors to effect the termination and release of the Liens and security interests in favor of the Secured Party affecting the Collateral.", "references": ["Sales", "Positions", "Consents", "Indemnifications", "Anti-Corruption Laws", "Tax Withholdings", "Erisa", "Further Assurances", "Liens", "Withholdings", "Arbitration", "No Waivers", "Publicity", "Consent To Jurisdiction", "Interpretations", "Solvency", "Modifications", "Successors", "Definitions", "Subsidiaries", "Taxes", "Submission To Jurisdiction", "Records", "Severability", "Adjustments", "Vacations", "Non-Disparagement", "Defined Terms", "Terms", "Payments", "Terminations"], "gold": ["Terminations"]}
+{"input": "Unless this Agreement is terminated under Section 8 , the representations, warranties, agreements and covenants hereunder shall survive the Closing and the delivery, conversion and/or exercise of the Securities, as applicable. Each Purchaser shall be responsible only for its own representations, warranties, agreements and covenants hereunder.", "references": ["Change In Control", "Disability", "Assignments", "Subsidiaries", "Benefits", "Interests", "Transactions With Affiliates", "Integration", "Publicity", "Venues", "Terms", "Remedies", "Consent To Jurisdiction", "Amendments", "Costs", "Authorizations", "Authority", "Taxes", "Interpretations", "Enforcements", "No Waivers", "Expenses", "Effectiveness", "Indemnifications", "Notices", "Binding Effects", "Anti-Corruption Laws", "Releases", "Modifications", "Jurisdictions", "Survival"], "gold": ["Survival"]}
+{"input": "In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Ordinary Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange of Ordinary Shares or other securities of the Company, issuance of warrants or other rights to acquire Ordinary Shares or other securities of the Company, or other similar corporate transaction or event that affects the Ordinary Shares (including a Change in Control), or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations, or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants (any event in (i) or (ii), an \u201c Adjustment Event \u201d), the Committee shall, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder, (B) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan or any Sub-Plan, and (C) the terms of any outstanding Award, including, without limitation, (I) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (II) the Exercise Price or Strike Price with respect to any Award, or (III) any applicable performance measures; provided, that in the case of any \u201cequity restructuring\u201d (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring; and provided, further, that, except as otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of a Participant\u2019s Termination within the two-year period following a Change in Control by the Service Recipient without Cause (excluding, for the avoidance of doubt, a Termination due to death or Disability or any voluntary Termination by the Participant), all Awards held by the Participant shall become fully vested upon such Termination. Any adjustment under this Section 11 shall be conclusive and binding for all purposes.", "references": ["Approvals", "Effectiveness", "No Conflicts", "Authorizations", "Assigns", "Non-Disparagement", "Representations", "Withholdings", "Jurisdictions", "Titles", "Subsidiaries", "Brokers", "Agreements", "Death", "Publicity", "Taxes", "Sanctions", "Consents", "Entire Agreements", "Anti-Corruption Laws", "Existence", "Modifications", "Forfeitures", "Definitions", "Transactions With Affiliates", "Remedies", "Indemnity", "Duties", "Expenses", "Solvency", "General"], "gold": ["General"]}
+{"input": "(a)\u00a0 Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by it under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.", "references": ["No Defaults", "Powers", "Enforcements", "Arbitration", "Use Of Proceeds", "Assignments", "Waivers", "Books", "Modifications", "Death", "Binding Effects", "Liens", "Insurances", "Applicable Laws", "Waiver Of Jury Trials", "Authority", "Terms", "Qualifications", "Vacations", "Construction", "Approvals", "Terminations", "Jurisdictions", "Entire Agreements", "Benefits", "Positions", "Tax Withholdings", "Anti-Corruption Laws", "Amendments", "Notices", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Consent To Jurisdiction", "Use Of Proceeds", "Warranties", "Effectiveness", "Authority", "Existence", "Disability", "Enforcements", "Adjustments", "Waiver Of Jury Trials", "Construction", "Intellectual Property", "Capitalization", "Anti-Corruption Laws", "Sanctions", "Modifications", "No Waivers", "Employment", "Forfeitures", "Books", "Arbitration", "Entire Agreements", "Further Assurances", "Liens", "Remedies", "Positions", "Effective Dates", "Powers", "Tax Withholdings", "Integration", "Successors"], "gold": ["Successors"]}
+{"input": "The Company understands and confirms that the Purchaser will rely on the representations and warranties set forth herein in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company, its subsidiaries, its and their businesses and the transactions contemplated hereby, including any disclosure schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the Purchaser has not made and does not make any representations or warranties, whether express or implied, with respect to the Transaction Documents or the transactions contemplated thereby other than those specifically set forth in this Section\u00a02.2 .", "references": ["Interpretations", "Base Salary", "Intellectual Property", "Financial Statements", "Enforceability", "Vesting", "Fees", "Terminations", "Terms", "Remedies", "Severability", "Effectiveness", "Notices", "Transactions With Affiliates", "Further Assurances", "Indemnity", "Capitalization", "Powers", "Releases", "Authority", "Erisa", "Vacations", "Modifications", "Non-Disparagement", "Jurisdictions", "Death", "Tax Withholdings", "Sanctions", "Sales", "Warranties", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by Executive and Company.", "references": ["Subsidiaries", "Erisa", "Venues", "Warranties", "Enforceability", "Survival", "Insurances", "Interpretations", "Disclosures", "Costs", "Death", "Capitalization", "Representations", "Remedies", "Litigations", "Payments", "Entire Agreements", "Terms", "Publicity", "Anti-Corruption Laws", "Solvency", "Adjustments", "Non-Disparagement", "Releases", "Agreements", "Transactions With Affiliates", "Change In Control", "Enforcements", "Sales", "No Defaults", "Amendments"], "gold": ["Amendments"]}
+{"input": "In the event that any provision of this Agreement shall be held to be invalid, illegal, or unenforceable in any circumstances, the remaining provisions shall nevertheless remain in full force and effect and shall be construed as if the unenforceable portion or portions were deleted.", "references": ["Headings", "Payments", "No Defaults", "Governing Laws", "Arbitration", "Releases", "Compliance With Laws", "Benefits", "Further Assurances", "Definitions", "Duties", "Approvals", "Miscellaneous", "Confidentiality", "Successors", "Effectiveness", "Survival", "Titles", "Solvency", "Expenses", "Warranties", "Vacations", "Assigns", "Records", "Tax Withholdings", "Litigations", "Disclosures", "Remedies", "Construction", "Agreements", "Severability"], "gold": ["Severability"]}
+{"input": "The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.", "references": ["Death", "Use Of Proceeds", "Titles", "Governing Laws", "Change In Control", "Costs", "Jurisdictions", "Powers", "Positions", "Definitions", "No Waivers", "Payments", "Remedies", "Non-Disparagement", "Litigations", "Venues", "Erisa", "Existence", "Transactions With Affiliates", "Fees", "Closings", "Brokers", "Further Assurances", "Organizations", "Consent To Jurisdiction", "Compliance With Laws", "Waivers", "Indemnity", "Entire Agreements", "Assigns", "Insurances"], "gold": ["Insurances"]}
+{"input": "All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at its Principal Office, not later than 11:00 a.m. Central time, on the date one Business Day after demand therefor.", "references": ["Waiver Of Jury Trials", "Publicity", "Effective Dates", "Survival", "Effectiveness", "Enforceability", "Use Of Proceeds", "Modifications", "Records", "Sales", "Taxes", "Applicable Laws", "Indemnifications", "Governing Laws", "Solvency", "Arbitration", "Entire Agreements", "Authority", "Anti-Corruption Laws", "Erisa", "Notices", "Withholdings", "Amendments", "Consent To Jurisdiction", "Severability", "Agreements", "Counterparts", "Closings", "Litigations", "Subsidiaries", "Payments"], "gold": ["Payments"]}
+{"input": "This Pledge Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to principles of conflict of law (excluding Section 5-1401 and 5-1402 of the New York General Obligations law).", "references": ["No Defaults", "Positions", "Effectiveness", "Authorizations", "Sanctions", "Powers", "Notices", "Fees", "Participations", "Modifications", "Insurances", "Construction", "Non-Disparagement", "Use Of Proceeds", "Terminations", "Headings", "Indemnifications", "Consents", "Remedies", "Solvency", "Definitions", "Terms", "Duties", "Closings", "Agreements", "Representations", "Litigations", "Death", "Benefits", "Liens", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Receipt by the Administrative Agent of a copy of the annual consolidated financial statements (including balance sheets, income statements and cash flow statements) of Holdings and its Subsidiaries for fiscal year 2017, audited by independent public accountants of recognized national standing.", "references": ["Subsidiaries", "Litigations", "Assignments", "Integration", "Governing Laws", "Base Salary", "Authority", "Compliance With Laws", "Entire Agreements", "Terms", "Specific Performance", "Enforcements", "Approvals", "Confidentiality", "Insurances", "No Defaults", "Construction", "Brokers", "Consents", "Payments", "Existence", "Vesting", "Use Of Proceeds", "Representations", "Death", "Indemnifications", "Change In Control", "Interests", "Interpretations", "Capitalization", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums due and owing in respect of such insurance have been paid. The Loan Parties believe that the insurance maintained by or on behalf of the Loan Parties and their Subsidiaries is adequate and is customary for companies engaged in the same or similar businesses operating in the same or similar locations.", "references": ["Binding Effects", "Vacations", "Modifications", "Employment", "Records", "Notices", "Defined Terms", "Agreements", "Change In Control", "Miscellaneous", "Titles", "Brokers", "Organizations", "Effective Dates", "Counterparts", "Costs", "No Defaults", "Interests", "Enforceability", "Erisa", "Powers", "Positions", "Enforcements", "Use Of Proceeds", "Payments", "Authorizations", "Representations", "Waiver Of Jury Trials", "Applicable Laws", "Submission To Jurisdiction", "Insurances"], "gold": ["Insurances"]}
+{"input": "All of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the Parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives.\u00a0\u00a0The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.", "references": ["Solvency", "Indemnifications", "Defined Terms", "Indemnity", "Compliance With Laws", "Venues", "Warranties", "Payments", "Books", "Tax Withholdings", "Consents", "No Conflicts", "Definitions", "Taxes", "Enforceability", "Enforcements", "Headings", "Intellectual Property", "Benefits", "Forfeitures", "Terminations", "Withholdings", "Waiver Of Jury Trials", "Liens", "Subsidiaries", "Duties", "Vesting", "Fees", "Powers", "Positions", "Successors"], "gold": ["Successors"]}
+{"input": "Each Lender and other Indemnitee hereby further irrevocably authorizes Administrative Agent, on behalf of and for the benefit of the Lenders, to be the agent for and representative of Lenders with respect to the Collateral Documents and to enter into such other agreements with respect to the Collateral (including intercreditor agreements) as it may deem necessary without further consent from the Lenders. Subject to Section\u00a010.6 , without further written consent or authorization from the Lenders, Administrative Agent may execute any documents or instruments necessary to (i)\u00a0release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section\u00a010.6 ) have otherwise consented, or (ii)\u00a0release any Guarantor from the Guaranty pursuant to the Guarantee and Collateral Agreement, in connection with a transaction permitted under the Loan Documents, or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section\u00a010.6 ) have otherwise consented.", "references": ["Litigations", "Confidentiality", "Defined Terms", "Vacations", "Intellectual Property", "No Defaults", "Disability", "Use Of Proceeds", "Agreements", "Indemnifications", "Approvals", "Amendments", "Authorizations", "Base Salary", "Qualifications", "Representations", "Assignments", "Books", "Titles", "Interpretations", "Entire Agreements", "Effective Dates", "Venues", "Solvency", "Compliance With Laws", "Binding Effects", "Cooperation", "Financial Statements", "Sanctions", "Withholdings", "Releases"], "gold": ["Releases"]}
+{"input": "Employer hereby agrees to employ Employee and Employee hereby accepts employment with Employer for a two-year term (the \"Term\") commencing as of March 1, 2018.\u00a0 The Term shall automatically renew as of the end of each expiring Term for an additional two-year period.\u00a0 For purposes hereof, the \"Term\" shall refer to the current Term and any renewal of such Term.", "references": ["Insurances", "Severability", "Payments", "Death", "Litigations", "Anti-Corruption Laws", "Books", "General", "Organizations", "Taxes", "Liens", "Agreements", "Qualifications", "Subsidiaries", "Terminations", "Positions", "Forfeitures", "Effective Dates", "Submission To Jurisdiction", "Applicable Laws", "Change In Control", "Approvals", "Sanctions", "Specific Performance", "Further Assurances", "Intellectual Property", "Interpretations", "Remedies", "Waiver Of Jury Trials", "Sales", "Terms"], "gold": ["Terms"]}
+{"input": "The capitalization of the Company is as set forth in the Incorporated Documents. Except as described in the Company\u2019s SEC Reports, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees and consultants pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time any Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (\u201c Common Stock Equivalents \u201d) outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus Supplement. Except as described in the SEC Reports or as set forth on Schedule 3.1(g)(ii) of the Disclosure Schedules, or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock of the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as described on Schedule 3.1(g)(iii) of the Disclosure Schedules, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as described on Schedule 3.1(g)(iii) of the Disclosure Schedules, there are no outstanding securities or instruments of the Company of any Subsidiary that contain any redemption of similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights of \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as described on Schedule 3.1(g)(iii) of the Disclosure Schedules, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Effective Dates", "Remedies", "Employment", "General", "Specific Performance", "Indemnity", "No Waivers", "Amendments", "Base Salary", "Agreements", "Insurances", "Solvency", "Intellectual Property", "Waivers", "Participations", "Expenses", "Severability", "Publicity", "Vesting", "Forfeitures", "Compliance With Laws", "Jurisdictions", "Tax Withholdings", "Approvals", "Organizations", "Subsidiaries", "Use Of Proceeds", "Confidentiality", "Qualifications", "Fees", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "(a)\u00a0 Except as either individually or in the aggregate could not be reasonably expected to have a Material Adverse Effect (i) to the knowledge of each Grantor, the operation of such Grantor\u2019s business as currently conducted and the use of the Material Intellectual Property in connection therewith do not infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party; and (ii) such Grantor is the exclusive owner or joint owner of all right, title and interest in and to the Material Intellectual Property, or is entitled to use all such Material Intellectual Property subject only to the terms of the related IP Agreements.", "references": ["Transactions With Affiliates", "Solvency", "Insurances", "Financial Statements", "Change In Control", "Sales", "Enforceability", "Assigns", "Withholdings", "Litigations", "Liens", "Arbitration", "Adjustments", "Sanctions", "Venues", "Indemnifications", "Notices", "Entire Agreements", "Warranties", "Cooperation", "Death", "Definitions", "Assignments", "Defined Terms", "Interests", "Terminations", "Further Assurances", "Titles", "Confidentiality", "No Waivers", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Agreement may be amended or modified only by an agreement in writing between the parties executed in the same manner as this Agreement.", "references": ["Litigations", "Fees", "Interests", "Non-Disparagement", "Taxes", "Waiver Of Jury Trials", "Duties", "Applicable Laws", "Indemnifications", "Existence", "Death", "Representations", "Entire Agreements", "Tax Withholdings", "Books", "Base Salary", "Venues", "Warranties", "Change In Control", "Compliance With Laws", "Consent To Jurisdiction", "Definitions", "Expenses", "Authorizations", "Defined Terms", "Sanctions", "Further Assurances", "Payments", "Survival", "No Waivers", "Amendments"], "gold": ["Amendments"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the Purchaser and its successors and assigns. The Purchaser may transfer or assign, in whole or from time to time in part, to one or more Persons its rights hereunder in connection with the transfer of Registrable Securities by the Purchaser to such Person, provided that the Purchaser complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.", "references": ["Integration", "Change In Control", "Enforcements", "Participations", "Brokers", "Construction", "Terms", "Authorizations", "Entire Agreements", "Effectiveness", "Defined Terms", "Vacations", "Disability", "Withholdings", "Titles", "Sales", "Costs", "Releases", "Adjustments", "Indemnity", "Qualifications", "Existence", "Terminations", "Counterparts", "Miscellaneous", "Warranties", "Disclosures", "Specific Performance", "Use Of Proceeds", "Cooperation", "Assignments"], "gold": ["Assignments"]}
+{"input": "All representations and warranties made by the Seller or the Company under this Agreement in connection with the transactions contemplated herein or in any certificate or other instrument delivered pursuant hereto shall survive the Closing and any investigation made at any time with respect thereto.", "references": ["Confidentiality", "Counterparts", "Representations", "Jurisdictions", "Waivers", "Definitions", "Arbitration", "Transactions With Affiliates", "Benefits", "Indemnity", "Duties", "Further Assurances", "Non-Disparagement", "Anti-Corruption Laws", "Organizations", "Vesting", "Assignments", "Liens", "Governing Laws", "Qualifications", "Erisa", "Waiver Of Jury Trials", "Powers", "Payments", "Miscellaneous", "Subsidiaries", "Applicable Laws", "Authorizations", "Use Of Proceeds", "Positions", "Warranties"], "gold": ["Warranties"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Death", "Anti-Corruption Laws", "Publicity", "Remedies", "Vacations", "Books", "Expenses", "Effective Dates", "No Waivers", "Benefits", "Counterparts", "Consents", "Indemnity", "Assigns", "Forfeitures", "Binding Effects", "Defined Terms", "Litigations", "Records", "Cooperation", "Warranties", "Brokers", "Liens", "Costs", "No Defaults", "Closings", "Integration", "Adjustments", "Construction", "Consent To Jurisdiction", "Participations"], "gold": ["Participations"]}
+{"input": "Capitalized terms that are defined in the preamble or the recitals hereto shall have such meanings throughout this Amendment. Capitalized terms used but not defined in this Amendment shall have the meanings assigned thereto in the A&R Investors Shareholders Agreement. The meanings assigned to all defined terms used in this Amendment shall be equally applicable to both the singular and plural forms of such defined terms.", "references": ["Miscellaneous", "Venues", "Counterparts", "General", "Jurisdictions", "Intellectual Property", "Sales", "Consent To Jurisdiction", "Erisa", "Amendments", "Change In Control", "Specific Performance", "No Conflicts", "Liens", "Financial Statements", "Non-Disparagement", "Disclosures", "Death", "Costs", "Litigations", "Sanctions", "Applicable Laws", "Vesting", "Survival", "Entire Agreements", "Titles", "Representations", "Records", "No Waivers", "Terms", "Definitions"], "gold": ["Definitions"]}
+{"input": "Each Party agrees that during the course of performance of this Agreement, such Party may receive or learn information relating to the other Party, including without limitation the customers, suppliers, capacities, processes, patents, products, procedures, know-how, costs, business plans, assets or business of the other Party, and that much of such information comprises trade secrets. Each Party agrees to treat all such information as confidential, and (i) to use at least the same measures and procedures to protect such information from non-permitted use or disclosure as it uses to protect its own confidential information, but no less than reasonable care, and (ii) not to disclose such information to anyone other than those employees involved in the administration of this Agreement that have a need to know such information. Each Party further agrees not to use any such information (or permit the use thereof by any of its employees) except as expressly permitted by this Agreement, whether for its own benefit or to the detriment of the other, and not to disclose or to permit the disclosure of any such information by any person or entity under its control or influence, except to the extent that any such disclosure is required by law or by legal process, and then only after giving the other party reasonable advance notice of and an opportunity to contest the proposed disclosure. Notwithstanding the foregoing, the information comprising confidential information pursuant to this Section 9 shall not include information of the other party that (A) is readily ascertainable or obtainable from public information, (B) is received from a third party not known to the recipient to be under and obligation to keep such information confidential, (C) is or becomes to known to the public other than through disclosure by the receiving Party, (D) the recipient can demonstrate was in such Party\u2019s possession (and not subject to an obligation to keep such information confidential) prior to disclosure thereof in connection with the transactions contemplated by this Agreement, or (E) was independently developed by the receiving Party. The Parties agree that any breach of the provisions of this Section 9 may result in damage to the aggrieved Party that is irreparable, speculative or otherwise difficult to prove, and that each Party accordingly shall be entitled to injunctive relief in the event of any breach or threatened breach hereof by the other.", "references": ["Litigations", "Base Salary", "Modifications", "Payments", "Headings", "Consents", "Construction", "Further Assurances", "Liens", "Disclosures", "Venues", "Counterparts", "Titles", "No Conflicts", "Enforcements", "Specific Performance", "Interests", "Terms", "Integration", "Notices", "Amendments", "Duties", "Remedies", "Intellectual Property", "Severability", "Insurances", "Vacations", "Powers", "Employment", "Indemnifications", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "United States Federal income tax returns of the Company and its Subsidiaries have been examined and closed through the Fiscal Year ended December 31, 2011. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes shown as due pursuant to such returns or pursuant to any assessment received by the Company or any Subsidiary, except such taxes, if any, as are being contested in good faith and as to which, in the opinion of the Company, adequate reserves have been provided in accordance with GAAP.", "references": ["Records", "Releases", "Enforcements", "Non-Disparagement", "Titles", "Disclosures", "Qualifications", "Participations", "Employment", "Enforceability", "Defined Terms", "Publicity", "Capitalization", "Financial Statements", "Compliance With Laws", "Existence", "Agreements", "Adjustments", "No Waivers", "Base Salary", "Insurances", "Tax Withholdings", "Use Of Proceeds", "Powers", "Brokers", "Survival", "Expenses", "Submission To Jurisdiction", "Approvals", "Severability", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each of the Lenders and the Fronting Bank hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Fronting Bank, and neither the Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term \u201cagent\u201d herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.", "references": ["No Waivers", "Notices", "Terminations", "Benefits", "Employment", "Integration", "Consents", "Warranties", "Anti-Corruption Laws", "Further Assurances", "Effectiveness", "Change In Control", "Amendments", "Interests", "Arbitration", "Specific Performance", "Jurisdictions", "Erisa", "Financial Statements", "Powers", "Survival", "Expenses", "Entire Agreements", "Successors", "Fees", "Vacations", "Closings", "Organizations", "Assigns", "Effective Dates", "Authority"], "gold": ["Authority"]}
+{"input": "Any Borrower or any guarantor dies or becomes legally incompetent, or if any Borrower is a partnership, its general partner dies or becomes legally incompetent.", "references": ["Participations", "Waiver Of Jury Trials", "Approvals", "Agreements", "Specific Performance", "Construction", "Representations", "Closings", "Releases", "Definitions", "Further Assurances", "Effective Dates", "Compliance With Laws", "Disability", "Publicity", "Submission To Jurisdiction", "Notices", "Assigns", "Litigations", "Interpretations", "Confidentiality", "Binding Effects", "Waivers", "Terminations", "Venues", "Duties", "Insurances", "Organizations", "Miscellaneous", "Existence", "Death"], "gold": ["Death"]}
+{"input": "All notices and other communications provided to any party hereto under this Guaranty shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth below or at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted.", "references": ["Tax Withholdings", "Death", "Headings", "Fees", "Erisa", "Litigations", "Specific Performance", "Indemnifications", "Qualifications", "Successors", "General", "Capitalization", "Enforceability", "Integration", "Intellectual Property", "Vesting", "Taxes", "Survival", "Forfeitures", "Participations", "Enforcements", "Releases", "Closings", "Amendments", "Payments", "Liens", "Existence", "Employment", "Effectiveness", "Costs", "Notices"], "gold": ["Notices"]}
+{"input": "The consent of the Borrower Representative shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that, the consent of the Borrower Representative shall not be required if a Default has occurred and is continuing. The consent of each of the Agent and the LC Issuer shall be required prior to an assignment becoming effective. Any consent required under this Section 12.3(b) shall not be unreasonably withheld or delayed.", "references": ["Liens", "No Waivers", "Duties", "Organizations", "Agreements", "Compliance With Laws", "Approvals", "Transactions With Affiliates", "Financial Statements", "Titles", "Positions", "Terminations", "Erisa", "Expenses", "Effective Dates", "Costs", "Interests", "Further Assurances", "Powers", "Sanctions", "Withholdings", "Construction", "Waiver Of Jury Trials", "Effectiveness", "Payments", "Insurances", "Qualifications", "Counterparts", "Authority", "Use Of Proceeds", "Consents"], "gold": ["Consents"]}
+{"input": "No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.", "references": ["Change In Control", "Agreements", "Existence", "Intellectual Property", "Powers", "Sales", "Indemnifications", "Transactions With Affiliates", "Waivers", "Enforcements", "Remedies", "Indemnity", "Base Salary", "Counterparts", "Successors", "Anti-Corruption Laws", "Publicity", "Terminations", "Qualifications", "Death", "Releases", "Expenses", "Brokers", "Interpretations", "Employment", "Liens", "Withholdings", "Participations", "Interests", "Vacations", "Modifications"], "gold": ["Modifications"]}
+{"input": "To the extent applicable, the Company shall have the right to withhold from Optionee\u2019s compensation or to require Optionee to remit sufficient funds to satisfy applicable withholding tax obligations upon the exercise of this Option. Subject to the limitations in Section\u00a011.5 of the Plan, Optionee may, in order to fulfill the withholding obligation, make payment to the Company in any manner permitted under Section\u00a011.5 of the Plan.\u00a0 The Company shall not withhold from the exercise of this Option more shares than are necessary to meet the established tax withholding requirements of federal, state and local obligations and pay the exercise price of this Option.\u00a0 The Company shall be authorized to take any such action as may be necessary, in the opinion of the Company\u2019s counsel, to satisfy the Company\u2019s obligations for payment of such taxes.", "references": ["Vesting", "Interests", "No Waivers", "Confidentiality", "Representations", "Cooperation", "Anti-Corruption Laws", "Subsidiaries", "Arbitration", "Counterparts", "Waivers", "Books", "Authorizations", "Adjustments", "Enforceability", "Participations", "Litigations", "Consents", "Existence", "Definitions", "Notices", "Duties", "Defined Terms", "Approvals", "Binding Effects", "Forfeitures", "Death", "Erisa", "Venues", "Records", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Subject to the provisions of Article VIII of the Separation Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a)\u00a0the Supreme Court of the State of New York, New York County, and (b)\u00a0the United States District Court for the Southern District of New York (the \u201c New York Courts \u201d), for the purposes of any Action to compel arbitration or for provisional relief in aid of arbitration in accordance with Article VIII of the Separation Agreement or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by United States registered mail to such Party\u2019s respective address set forth in Section \u00a09.4 shall be effective service of process for any Action in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section \u00a09.12 . Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Services Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.", "references": ["Duties", "Transactions With Affiliates", "Financial Statements", "Cooperation", "Governing Laws", "Defined Terms", "Existence", "Organizations", "Remedies", "Publicity", "Brokers", "Forfeitures", "Intellectual Property", "Effective Dates", "Base Salary", "Authorizations", "Adjustments", "Interests", "Agreements", "Erisa", "Anti-Corruption Laws", "Disability", "Payments", "Insurances", "Venues", "Withholdings", "Entire Agreements", "Qualifications", "Terms", "Effectiveness", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "Subject to the terms and conditions set forth in this Agreement, the Company hereby offers, and the Employee hereby accepts, continuing employment on an at-will basis.\u00a0 Subject to earlier termination as hereinafter provided, the Employee\u2019s employment shall continue until terminated pursuant to Section\u00a05 hereof (the \u201c Term \u201d).", "references": ["Entire Agreements", "No Defaults", "Publicity", "Confidentiality", "Authority", "Venues", "Consent To Jurisdiction", "No Waivers", "Remedies", "Counterparts", "Representations", "Insurances", "Binding Effects", "Non-Disparagement", "Approvals", "Records", "Interests", "Modifications", "Organizations", "No Conflicts", "Consents", "Releases", "Effective Dates", "Withholdings", "Terminations", "Governing Laws", "Base Salary", "Use Of Proceeds", "Arbitration", "Submission To Jurisdiction", "Terms"], "gold": ["Terms"]}
+{"input": "No failure to exercise, and no delay in exercising, on the part of Buyer, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Buyer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing signed by Buyer and Guarantor and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand (except to the extent such a notice or demand is required by the terms hereof).", "references": ["Sales", "Publicity", "Liens", "Closings", "Indemnifications", "Disability", "Binding Effects", "Anti-Corruption Laws", "Interests", "Waiver Of Jury Trials", "Jurisdictions", "Participations", "Terms", "Solvency", "Withholdings", "Organizations", "Brokers", "Confidentiality", "Consent To Jurisdiction", "Financial Statements", "Insurances", "Headings", "Qualifications", "Successors", "Powers", "Assigns", "Litigations", "Defined Terms", "General", "Integration", "Waivers"], "gold": ["Waivers"]}
+{"input": "Subject to Section 11.1.4 below, the Collateral shall not be subject to any liens or encumbrances, whether inferior or superior to the Loan Documents or the Security Documents, except in respect of: (a) real estate taxes and personal property taxes not yet due and payable; and (b) Permitted Title Exceptions. All real estate taxes, personal property taxes and other municipal charges relating to any of the Collateral shall be current.", "references": ["Subsidiaries", "Terms", "Effectiveness", "Representations", "Assignments", "Successors", "Litigations", "Forfeitures", "Erisa", "Participations", "Positions", "Headings", "Governing Laws", "Qualifications", "Waiver Of Jury Trials", "Powers", "Insurances", "Brokers", "Specific Performance", "Titles", "Further Assurances", "Confidentiality", "Defined Terms", "No Defaults", "Fees", "Consents", "Definitions", "Death", "Benefits", "Warranties", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any such Revolving Facility Increase.", "references": ["Warranties", "Further Assurances", "Notices", "Agreements", "Indemnity", "Brokers", "Headings", "Forfeitures", "Defined Terms", "Compliance With Laws", "Solvency", "Enforcements", "Authorizations", "Terms", "Capitalization", "Counterparts", "Effective Dates", "Existence", "Representations", "Liens", "Confidentiality", "Withholdings", "Taxes", "Insurances", "Specific Performance", "Vesting", "Intellectual Property", "Sanctions", "Erisa", "Transactions With Affiliates", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, shall be null and void; provided , however , that, without the prior written consent of any other party hereto, (i)\u00a0a Sponsor Holder may assign its rights and obligations under this Agreement, in whole or in part, to any Transferee of Registrable Securities so long as such Transferee, if not already a party to this Agreement, executes and delivers to the Company a joinder to this Agreement, substantially in the form of Exhibit A , and upon such Transfer such transferee shall be deemed a \u201cSponsor Holder\u201d hereunder; and (ii)\u00a0any Non-Sponsor Holder may assign its rights and obligations under this Agreement, in whole or in part, to any Transferee of Registrable Securities that is an Affiliate of such Non-Sponsor Holder or a members of its Family Group, so long as such Transferee, if not already a party to this Agreement, executes and delivers to the Company a joinder to this Agreement, substantially in the form of Exhibit B , whereupon such Person shall be deemed a \u201cNon-Sponsor Holder\u201d hereunder. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.", "references": ["Solvency", "Death", "Records", "Assigns", "No Waivers", "Litigations", "Publicity", "Erisa", "Transactions With Affiliates", "Indemnifications", "General", "Books", "Construction", "Duties", "Powers", "Waivers", "Participations", "Notices", "Forfeitures", "Interests", "Disclosures", "Terms", "Existence", "Anti-Corruption Laws", "Intellectual Property", "Enforcements", "Subsidiaries", "Entire Agreements", "Submission To Jurisdiction", "Representations", "Assignments"], "gold": ["Assignments"]}
+{"input": "None of the written reports, financial statements, certificates or other written information (other than projections, other forward looking information and information of a general economic and/or industry nature) furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers or any Lender in connection with the Transactions or in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) taken as a whole contains any untrue statement of material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made and at the time provided to the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers or any Lender (it being understood that such projected financial information and all information concerning future proposed and intended activities of the Borrower and any Subsidiaries are forward-looking statements which by their nature are subject to significant uncertainties and contingencies, many of which are beyond the Borrower\u2019s and any Subsidiaries\u2019 control, and that actual results may differ, perhaps materially, from those expressed or implied in such forward looking statements, and the Borrower gives no assurance that the projections will be realized).", "references": ["Erisa", "Liens", "Insurances", "Governing Laws", "Adjustments", "Headings", "Capitalization", "No Conflicts", "Agreements", "Records", "Authority", "No Defaults", "Benefits", "Transactions With Affiliates", "Titles", "Confidentiality", "Survival", "Waivers", "Tax Withholdings", "Venues", "Intellectual Property", "No Waivers", "Approvals", "Submission To Jurisdiction", "Effective Dates", "Remedies", "Assignments", "Successors", "Consent To Jurisdiction", "Applicable Laws", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (i)\u00a0upon personal delivery to the Party to be notified, (ii)\u00a0when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day or (iii)\u00a0one business day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt.\u00a0 All communications shall be sent to the addresses set forth below or such other address or facsimile number as a Party may from time to time specify by notice to the other Parties.", "references": ["Base Salary", "Counterparts", "Liens", "Effective Dates", "Titles", "Applicable Laws", "Further Assurances", "Benefits", "Consents", "Disability", "Books", "Adjustments", "Insurances", "Vacations", "Change In Control", "Vesting", "Death", "Specific Performance", "Solvency", "Cooperation", "Expenses", "Approvals", "Representations", "Consent To Jurisdiction", "Enforcements", "Interests", "Interpretations", "Defined Terms", "Use Of Proceeds", "Governing Laws", "Notices"], "gold": ["Notices"]}
+{"input": "Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this First Amendment other than CBRE, Inc., representing Landlord, and Newmark Cornish & Carey representing Tenant (collectively, the \" Brokers \"), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this First Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party's dealings with any real estate broker or agent, other than the Brokers occurring by, through or under the indemnifying party. The terms of this Section shall survive the expiration or earlier termination of this First Amendment.", "references": ["Confidentiality", "Specific Performance", "Liens", "Consent To Jurisdiction", "Non-Disparagement", "No Waivers", "Titles", "Effectiveness", "Litigations", "Assigns", "Miscellaneous", "Withholdings", "Expenses", "Payments", "Base Salary", "Transactions With Affiliates", "Death", "Powers", "Arbitration", "General", "Tax Withholdings", "Terms", "Use Of Proceeds", "Anti-Corruption Laws", "Terminations", "Taxes", "Notices", "Cooperation", "Consents", "Interpretations", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i)\u00a0be binding upon the Pledgors, their respective successors and assigns and (ii)\u00a0inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause\u00a0(ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.", "references": ["Fees", "Jurisdictions", "Brokers", "Submission To Jurisdiction", "General", "Authority", "Financial Statements", "Solvency", "Withholdings", "Insurances", "Assigns", "Transactions With Affiliates", "Specific Performance", "Construction", "Confidentiality", "Severability", "Representations", "Agreements", "Entire Agreements", "Defined Terms", "Counterparts", "Anti-Corruption Laws", "Modifications", "Sales", "Cooperation", "Payments", "No Defaults", "Vacations", "Consents", "Costs", "Assignments"], "gold": ["Assignments"]}
+{"input": "By executing this Agreement, the parties hereto agree to and hereby waive, on a one-time basis with respect to the Exchange, (i)\u00a0the prohibition on the exchange of the Series\u00a0E Preferred as set forth in Section\u00a08 of the Certificate of Designations of the Series\u00a0E Preferred, (ii)\u00a0the prohibition on the exchange of the Series\u00a0F Preferred as set forth in Section\u00a07 of the Certificate of Designations of the Series\u00a0F Preferred and (iii)\u00a0the restrictions on assignment and transferability as set forth in Section\u00a07.05 of the Purchase Agreement to the extent applicable.", "references": ["Duties", "Litigations", "Non-Disparagement", "Death", "Subsidiaries", "Employment", "Taxes", "Positions", "Expenses", "Compliance With Laws", "Use Of Proceeds", "Representations", "Capitalization", "Approvals", "No Defaults", "Anti-Corruption Laws", "Books", "Adjustments", "Base Salary", "Intellectual Property", "Agreements", "Integration", "Modifications", "Jurisdictions", "Assignments", "Severability", "Closings", "Sanctions", "Benefits", "Interests", "Waivers"], "gold": ["Waivers"]}
+{"input": "All notices and other communications from the Company to the Holder shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder who has so furnished an address to the Company.", "references": ["Cooperation", "Solvency", "No Waivers", "Erisa", "Venues", "Capitalization", "Jurisdictions", "Publicity", "Fees", "Construction", "Taxes", "Sanctions", "Forfeitures", "Interests", "Effectiveness", "Positions", "Vesting", "Transactions With Affiliates", "Consents", "Insurances", "Representations", "Integration", "Disclosures", "Assignments", "Counterparts", "Effective Dates", "Governing Laws", "Vacations", "Binding Effects", "Assigns", "Notices"], "gold": ["Notices"]}
+{"input": "Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive\u2019s employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in New York County, New York in accordance with the rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association.", "references": ["Definitions", "Submission To Jurisdiction", "Closings", "Effective Dates", "Consent To Jurisdiction", "Authority", "Jurisdictions", "Death", "Subsidiaries", "Taxes", "Use Of Proceeds", "Benefits", "Applicable Laws", "Tax Withholdings", "Assignments", "Terminations", "Sales", "Binding Effects", "Waiver Of Jury Trials", "Brokers", "Disability", "Venues", "Agreements", "Effectiveness", "Specific Performance", "Interests", "Cooperation", "Anti-Corruption Laws", "Governing Laws", "Non-Disparagement", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Buyer is a limited liability company formed, validly existing and in good standing under the laws of the State of Delaware. Subject to Buyer obtaining Buyer Board Approval pursuant to Section 7.1(h) above and Buyer Shareholder Approval pursuant to Section 7.1(i) above, Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and, subject to Buyer obtaining Buyer Board Approval pursuant to Section 7.1(h) above and Buyer Shareholder Approval pursuant to Section 7.1(i) above, the execution, delivery and performance of this Agreement have been duly authorized and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. There is no agreement to which Buyer is a party or to Buyer\u2019s knowledge binding on Buyer which is in conflict with this Agreement.", "references": ["Survival", "No Waivers", "Consents", "Effective Dates", "Organizations", "Liens", "Indemnifications", "Subsidiaries", "Financial Statements", "Modifications", "Definitions", "Consent To Jurisdiction", "Adjustments", "Disclosures", "Agreements", "Interests", "Powers", "Closings", "Jurisdictions", "Records", "Non-Disparagement", "Cooperation", "No Conflicts", "Qualifications", "Tax Withholdings", "Indemnity", "Submission To Jurisdiction", "Headings", "Duties", "Warranties", "Authority"], "gold": ["Authority"]}
+{"input": "Grant proceeds may be used by Grantee to finance the purchase of machinery and equipment from third-party vendors made on or after June 27, 2017.", "references": ["Governing Laws", "Applicable Laws", "Arbitration", "Base Salary", "Interests", "Terminations", "Venues", "Construction", "Consents", "Indemnity", "Records", "Subsidiaries", "Waiver Of Jury Trials", "Specific Performance", "Insurances", "Employment", "Liens", "Binding Effects", "Enforceability", "Powers", "Death", "No Waivers", "Waivers", "Solvency", "Transactions With Affiliates", "Terms", "Financial Statements", "Organizations", "Erisa", "Benefits", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Fifth Amendment constitutes a Loan Document and, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.\u00a0\u00a0This Fifth Amendment shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement, including Section 13 thereof (including, without limitation, Sections 13.09 , \u00a0 13.10 and 13.11 ).", "references": ["Duties", "Defined Terms", "Warranties", "Transactions With Affiliates", "Specific Performance", "Disability", "Titles", "Submission To Jurisdiction", "Governing Laws", "Books", "Assignments", "Existence", "Survival", "Representations", "No Waivers", "Approvals", "Powers", "Releases", "Brokers", "Qualifications", "Fees", "Enforceability", "Effective Dates", "Organizations", "Assigns", "Payments", "Consents", "Definitions", "Effectiveness", "Headings", "Integration"], "gold": ["Integration"]}
+{"input": "Interest shall be payable monthly, in advance, on the first day of each month and on the Maturity Date. All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in U.S. Dollars, without setoff or counterclaim, at or before 11:00 a.m. Pacific Time on the date when due. Payments received after 11:00 a.m. Pacific Time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. Each payment made by Borrowers under a Loan Document is in addition to any payment or distribution to which Lender may be entitled or may receive pursuant to Borrowers\u2019 Organization Documents, and nothing in any Loan Document shall be construed as limiting, reducing or in any way diminishing any payment or distribution to which Lender may be entitled or may receive under or with respect to such Borrowers\u2019 Organization Documents.", "references": ["Effectiveness", "Waiver Of Jury Trials", "Cooperation", "Fees", "Subsidiaries", "Defined Terms", "Tax Withholdings", "Enforcements", "Death", "No Defaults", "Publicity", "Releases", "Successors", "Change In Control", "Authority", "Duties", "Indemnifications", "Survival", "Specific Performance", "Benefits", "Erisa", "Existence", "Closings", "Enforceability", "Brokers", "Venues", "Powers", "Capitalization", "Amendments", "Qualifications", "Payments"], "gold": ["Payments"]}
+{"input": "Tenant represents and warrants to Landlord that it has not dealt with any broker other than McCandless Management Corporation (Landlord\u2019s broker) and agrees to indemnify, defend, protect and hold Landlord harmless from and against any and all claims from any other broker claiming to have represented Tenant in connection with this Amendment.", "references": ["Vacations", "Representations", "Forfeitures", "Payments", "Terms", "Effectiveness", "Waivers", "Tax Withholdings", "Submission To Jurisdiction", "Sanctions", "Change In Control", "Agreements", "Capitalization", "Base Salary", "No Conflicts", "Death", "Expenses", "Publicity", "Anti-Corruption Laws", "Defined Terms", "Survival", "Waiver Of Jury Trials", "Amendments", "Applicable Laws", "Further Assurances", "Records", "Remedies", "Insurances", "Participations", "Books", "Brokers"], "gold": ["Brokers"]}
+{"input": "IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY UNDER THIS AGREEMENT, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.", "references": ["Authorizations", "Interests", "Notices", "Authority", "Capitalization", "Miscellaneous", "Vesting", "Remedies", "Compliance With Laws", "Taxes", "Definitions", "Consent To Jurisdiction", "General", "Warranties", "Applicable Laws", "Erisa", "Indemnifications", "Solvency", "Headings", "Integration", "Disclosures", "Participations", "Assigns", "Representations", "No Waivers", "Successors", "No Conflicts", "Amendments", "Qualifications", "Arbitration", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "All computations of fees and interest shall be made on the basis of a three hundred and sixty\u00a0(360)\u00a0day year and actual days elapsed.\u00a0 Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section\u00a02.08(a) , bear interest for one\u00a0(1)\u00a0day.\u00a0 Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["Brokers", "Definitions", "Vacations", "Participations", "No Waivers", "Compliance With Laws", "Financial Statements", "Counterparts", "Existence", "Remedies", "Closings", "Interests", "Releases", "Costs", "Construction", "Disability", "Books", "Base Salary", "Survival", "Indemnity", "Payments", "Intellectual Property", "Death", "Solvency", "Headings", "Representations", "Insurances", "Benefits", "Titles", "Effective Dates", "Fees"], "gold": ["Fees"]}
+{"input": "Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell the Interests to the Purchaser and the Purchaser agrees to purchase the Interests from Seller.", "references": ["Withholdings", "Headings", "Counterparts", "Employment", "Taxes", "Intellectual Property", "Litigations", "Effective Dates", "No Waivers", "Costs", "Enforceability", "Warranties", "Severability", "Qualifications", "Payments", "Brokers", "Participations", "Powers", "Construction", "Binding Effects", "Authorizations", "Enforcements", "Vacations", "Effectiveness", "Tax Withholdings", "Publicity", "Interpretations", "Waiver Of Jury Trials", "Notices", "Anti-Corruption Laws", "Sales"], "gold": ["Sales"]}
+{"input": "Except for the fees and expenses of DBO Partners, which will be included in Company Transaction Expenses, neither the Company nor any Subsidiary or Company Stockholder is directly or indirectly committed to any liability for any broker\u2019s or finder\u2019s fees or fairness opinion fee or any similar fees in connection with the transactions contemplated by this Agreement and has not retained any broker or other intermediary to act directly or indirectly on its behalf in connection with the transactions contemplated by this Agreement.", "references": ["Confidentiality", "Approvals", "Indemnifications", "Capitalization", "Taxes", "Employment", "Death", "Compliance With Laws", "Definitions", "Brokers", "Agreements", "No Defaults", "Enforceability", "General", "Forfeitures", "Venues", "Waiver Of Jury Trials", "Cooperation", "Books", "Indemnity", "No Conflicts", "Solvency", "Erisa", "Litigations", "Use Of Proceeds", "Severability", "Applicable Laws", "Tax Withholdings", "Consent To Jurisdiction", "Effectiveness", "Fees"], "gold": ["Fees"]}
+{"input": "The Company agrees to continue to employ you and you agree to continue to be employed as the Chief Operating Officer (\u201cCOO\u201d) consistent with the terms and conditions set forth in this Agreement.", "references": ["Consents", "Disclosures", "Effective Dates", "Construction", "Defined Terms", "Assigns", "Brokers", "Definitions", "Non-Disparagement", "Integration", "Enforcements", "Disability", "No Defaults", "Approvals", "Liens", "Effectiveness", "Litigations", "Sanctions", "Agreements", "Compliance With Laws", "Entire Agreements", "Closings", "Intellectual Property", "Waiver Of Jury Trials", "Specific Performance", "No Waivers", "Existence", "Notices", "Duties", "Change In Control", "Employment"], "gold": ["Employment"]}
+{"input": "This Agreement shall be administered, interpreted and construed in accordance with the applicable provisions of the Plan and in accordance with the Performance Share Units being a Performance-Based Compensation Award. Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.", "references": ["Assigns", "Assignments", "Use Of Proceeds", "Waivers", "Venues", "Financial Statements", "Subsidiaries", "Transactions With Affiliates", "Participations", "Interpretations", "Modifications", "Expenses", "Death", "Employment", "Closings", "Consent To Jurisdiction", "Authorizations", "Releases", "Qualifications", "Arbitration", "Specific Performance", "Confidentiality", "Miscellaneous", "Forfeitures", "Counterparts", "Indemnifications", "No Waivers", "Jurisdictions", "Authority", "Vacations", "Construction"], "gold": ["Construction"]}
+{"input": "The Participant agrees that, prior to the Termination Date and during the Restricted Period (or the Enhanced Restricted Period, as applicable), if the Participant breaches the Non-Solicitation Conditions, the Confidentiality Conditions and/or the POE Agreement, in addition to all rights and remedies available to the Travelers Group at law and in equity (including without limitation those set forth in the Award Rules\u00a0for involuntary termination), the Participant will immediately forfeit any portion of the Award made under this Award Agreement that has not otherwise been previously forfeited under the Award Rules\u00a0in Exhibit\u00a0A and that has not yet been paid, settled or vested. The Company may also require repayment from the Participant of any and all compensatory value that the Participant received for the last twelve (12) months of his or her employment and through the end of the Restricted Period (or the Enhanced Restricted Period, as applicable) from this Award or any Prior Equity Awards (including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, or settlement of any such awards, and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, or settlement of any such awards). The Participant will promptly pay the full amount due upon demand by the Company, in the form of cash or shares of Common Stock at current Fair Market Value.", "references": ["Jurisdictions", "Closings", "Tax Withholdings", "Qualifications", "Construction", "Enforcements", "Positions", "Amendments", "Sales", "Sanctions", "Taxes", "Records", "Terminations", "Authorizations", "Waivers", "Books", "Specific Performance", "Titles", "Interests", "Modifications", "Survival", "Indemnity", "Headings", "Participations", "Capitalization", "Fees", "Expenses", "No Defaults", "Vacations", "Consent To Jurisdiction", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "Other than as set forth on Schedule 9 , neither any Borrower nor any Affiliate (i)\u00a0has or holds any tradenames, trademarks, servicemarks, logos, copyrights, patents or other intellectual property (collectively, \u201c Intellectual Property \u201d) with respect to the Properties or the use or operations thereof or is (ii)\u00a0is the registered holder of any website with respect to the Properties (other than tenant websites).", "references": ["Brokers", "Expenses", "Authority", "Vacations", "Duties", "Books", "Adjustments", "Insurances", "Specific Performance", "Transactions With Affiliates", "Subsidiaries", "Jurisdictions", "Cooperation", "Interests", "Disclosures", "Powers", "Arbitration", "Representations", "Authorizations", "Confidentiality", "Integration", "Benefits", "Binding Effects", "Costs", "Successors", "Approvals", "Use Of Proceeds", "Assignments", "Withholdings", "Effectiveness", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The articles and sections of this Agreement which by their terms are to be performed or enforced after or apply to the period of time after the termination or expiration of this Agreement will survive the termination or expiration of this Agreement, including without limitation, the covenants and agreements contained in Article 4.", "references": ["Non-Disparagement", "Effectiveness", "Submission To Jurisdiction", "No Defaults", "Severability", "Releases", "Insurances", "Agreements", "Tax Withholdings", "Expenses", "Interpretations", "Liens", "Forfeitures", "Consents", "Powers", "Miscellaneous", "Waiver Of Jury Trials", "Approvals", "Waivers", "Successors", "Employment", "Terminations", "Entire Agreements", "Positions", "Participations", "Disability", "Amendments", "Authorizations", "Adjustments", "Intellectual Property", "Survival"], "gold": ["Survival"]}
+{"input": "(1)\u00a0Neither Borrower nor any Upstream Owner Controlled by Sponsor has entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (2)\u00a0Borrower and each Upstream Owner Controlled by Sponsor has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower\u2019s assets exceeds and will, immediately following the making of the Loan, exceed Borrower\u2019s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower\u2019s assets is and will, immediately following the making of the Loan, be greater than Borrower\u2019s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower\u2019s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital for such entity to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and other liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of obligations of such party). No petition in bankruptcy has been filed against Borrower or any Indemnitor or Principal, and neither Borrower nor any Indemnitor or Principal has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor Indemnitor or any Principal has been involved in a foreclosure or in a default on any debt owing to Lender or to any Affiliate of Lender. All financial and other information submitted by or on behalf of Borrower and Indemnitor to Lender in connection with the Loan is true, complete and correct. All of Borrower\u2019s material obligations to creditors, including, but not limited to, all payments and accounts relating to the Premises, are current.", "references": ["Erisa", "Sales", "Further Assurances", "Defined Terms", "Enforceability", "Successors", "Indemnity", "Taxes", "Venues", "Amendments", "Insurances", "Modifications", "Financial Statements", "Base Salary", "Releases", "Jurisdictions", "Assignments", "Indemnifications", "Notices", "Submission To Jurisdiction", "Qualifications", "Subsidiaries", "Powers", "Specific Performance", "Change In Control", "Sanctions", "Consents", "Representations", "Disability", "Effectiveness", "Solvency"], "gold": ["Solvency"]}
+{"input": "In case any one or more of the provisions contained in this Grantor Joinder Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Pari Passu Intercreditor Agreement shall not in any way be affected or impaired.\u00a0 The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["Existence", "Headings", "Construction", "Definitions", "Closings", "Positions", "Records", "Representations", "Enforceability", "Taxes", "Transactions With Affiliates", "Indemnifications", "Insurances", "Capitalization", "Forfeitures", "Vesting", "Interests", "Litigations", "Use Of Proceeds", "General", "Payments", "Expenses", "Terminations", "Counterparts", "Applicable Laws", "Participations", "Sanctions", "Waivers", "Erisa", "Notices", "Severability"], "gold": ["Severability"]}
+{"input": "(a) Each borrowing by the Borrower or the Co-Borrower from the Lenders hereunder, each payment by the Borrower or the Co-Borrower on account of any commitment fee, any participation fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.", "references": ["Terminations", "Financial Statements", "Agreements", "General", "Remedies", "Transactions With Affiliates", "Tax Withholdings", "Brokers", "Books", "Construction", "Governing Laws", "Effectiveness", "Non-Disparagement", "Cooperation", "Compliance With Laws", "Modifications", "Interpretations", "Counterparts", "Insurances", "Consents", "Arbitration", "Amendments", "Vesting", "Authorizations", "Records", "Effective Dates", "Approvals", "Positions", "Sales", "Erisa", "Payments"], "gold": ["Payments"]}
+{"input": "All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Participant, to the address set forth on the cover sheet or at the most recent address shown on the records of the Company, and if to the Company, to the Company\u2019s principal office, attention of the Corporate Secretary.", "references": ["Forfeitures", "Consent To Jurisdiction", "Costs", "Capitalization", "Terms", "Defined Terms", "Payments", "Miscellaneous", "Solvency", "Assigns", "Cooperation", "Indemnity", "Erisa", "Powers", "Consents", "Headings", "Effective Dates", "Further Assurances", "Entire Agreements", "Insurances", "Remedies", "Liens", "Representations", "Severability", "Releases", "Disclosures", "Survival", "No Conflicts", "Taxes", "Indemnifications", "Notices"], "gold": ["Notices"]}
+{"input": "Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.", "references": ["Sales", "Severability", "No Defaults", "Anti-Corruption Laws", "Vacations", "Applicable Laws", "Books", "Indemnity", "Use Of Proceeds", "Solvency", "Definitions", "Death", "Fees", "Releases", "Assigns", "Cooperation", "Titles", "Compliance With Laws", "Authority", "Specific Performance", "Remedies", "Qualifications", "Sanctions", "Tax Withholdings", "Jurisdictions", "No Conflicts", "No Waivers", "Duties", "Counterparts", "Non-Disparagement", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "As of the date hereof, the authorized common stock of the Company consists of 100,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 10,392,362 shares are issued and outstanding; and 10,345,060 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.", "references": ["Liens", "Miscellaneous", "Existence", "Warranties", "Benefits", "Confidentiality", "Representations", "Assigns", "Integration", "Authority", "Organizations", "Change In Control", "Enforceability", "Approvals", "Forfeitures", "Counterparts", "Withholdings", "Solvency", "Defined Terms", "Powers", "Terms", "Amendments", "Further Assurances", "Sales", "Interests", "Jurisdictions", "Severability", "Effective Dates", "Governing Laws", "Successors", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.\u00a0\u00a0Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.", "references": ["Approvals", "Terms", "Tax Withholdings", "Representations", "Specific Performance", "Erisa", "Vesting", "Defined Terms", "Binding Effects", "General", "Qualifications", "Severability", "Notices", "Indemnity", "No Conflicts", "Construction", "Indemnifications", "Base Salary", "Waivers", "Applicable Laws", "Interests", "Books", "Integration", "Modifications", "Use Of Proceeds", "Solvency", "Compliance With Laws", "Titles", "Definitions", "Amendments", "Warranties"], "gold": ["Warranties"]}
+{"input": "THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.", "references": ["Powers", "Duties", "Representations", "Employment", "Withholdings", "Defined Terms", "Insurances", "No Waivers", "Further Assurances", "Terminations", "Consent To Jurisdiction", "Agreements", "Disclosures", "Closings", "Anti-Corruption Laws", "Tax Withholdings", "Authorizations", "Vesting", "Consents", "Notices", "Effectiveness", "Publicity", "Costs", "Waiver Of Jury Trials", "Payments", "Books", "Approvals", "Brokers", "Definitions", "Compliance With Laws", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement may only be terminated prior to Closing by the Company in writing.", "references": ["Representations", "Erisa", "Arbitration", "Duties", "Releases", "Indemnifications", "Amendments", "Insurances", "Counterparts", "Employment", "Subsidiaries", "Payments", "Venues", "Effectiveness", "Non-Disparagement", "Survival", "Tax Withholdings", "Further Assurances", "Jurisdictions", "Miscellaneous", "Binding Effects", "Defined Terms", "Governing Laws", "Consent To Jurisdiction", "Integration", "Publicity", "Headings", "Adjustments", "Withholdings", "Disability", "Terminations"], "gold": ["Terminations"]}
+{"input": "During the Transition Period, the Employee shall continue to perform his current job duties as Senior Vice President, Global Supply Chain and shall solely report to, and follow the direction of, the Chief Executive Officer of the Company (the \u201c CEO \u201d) and assist the Company with smooth transition of those duties. During the Executive Consultancy Period, the Employee shall solely report to, and follow the direction of, the CEO. During the Executive Consultancy Period, the Employee will not be required to maintain regular work hours but shall make himself available to work on a part-time basis as reasonably requested by the CEO. The Employee shall diligently, competently, and faithfully perform all duties assigned to Employee and will use the Employee\u2019s best efforts to promote the interests of the Company. It shall not be considered a violation of the foregoing for the Employee to serve on business, industry, civic, religious or charitable boards or committees. Furthermore, it shall not be considered a violation of the foregoing for the Employee to engage in other employment during the Executive Consultancy Period provided that such employment does not conflict with or violate the other provisions of this Agreement, including but not limited to the Non-Solicitation and Non-Competition provisions of Paragraph 8(B); provided further that should Employee become eligible for health insurance coverage under another group health plan that does not impose preexisting condition limitations, the Company shall be relieved of any obligation under this Agreement to provide or subsidize health insurance coverage and any payment or portion of any payment to be provided by the Company under this Agreement attributable to providing or subsidizing health insurance shall cease. For the avoidance of doubt, Employee shall consult with the Company prior to accepting any outside employment during the Executive Consultancy Period to ensure that such employment will not create an actual or perceived conflict with any of Employee\u2019s obligations under this Agreement.", "references": ["Remedies", "Organizations", "Change In Control", "Waiver Of Jury Trials", "Authorizations", "Vesting", "Subsidiaries", "Waivers", "Arbitration", "Solvency", "Positions", "Benefits", "Enforcements", "Disability", "Counterparts", "Venues", "Binding Effects", "Indemnifications", "Fees", "Financial Statements", "Effective Dates", "Forfeitures", "Liens", "Consent To Jurisdiction", "Severability", "Terms", "Records", "Definitions", "Transactions With Affiliates", "Survival", "Duties"], "gold": ["Duties"]}
+{"input": "Any notices or other communications under this Agreement must be in writing, and shall be sent (i)\u00a0by e-mail transmittal of pdf files or similar electronic means, followed by a hard copy sent by nationally known, prepaid overnight delivery service, (ii)\u00a0by United States Postal Service, (iii)\u00a0by any nationally known, prepaid overnight delivery service for next day delivery, or (iv)\u00a0by delivery in person, in such each case to the address for each party set forth below. All notices shall be deemed to have been given upon receipt provided that such receipt occurs on or before 5:00 p.m. (EST) on a Business Day; otherwise, such notice shall be deemed to have been given on the next succeeding Business Day. Any party, by written notice to the other in the manner herein provided, may designate an address different from that set forth below. Any notice to be given by any party hereto may be given by the counsel for such party.", "references": ["Terminations", "Tax Withholdings", "Releases", "Disclosures", "Cooperation", "Assignments", "Agreements", "Construction", "Modifications", "Participations", "Enforceability", "Organizations", "Withholdings", "Forfeitures", "Enforcements", "Change In Control", "Vesting", "Representations", "Waivers", "Costs", "Payments", "Definitions", "Base Salary", "Amendments", "Severability", "Insurances", "Use Of Proceeds", "Powers", "Indemnity", "Assigns", "Notices"], "gold": ["Notices"]}
+{"input": "During the Term and at all times thereafter, the Company agrees to indemnify, defend and hold the Executive, his heirs and estate harmless from, and to reimburse any of the foregoing within forty-five (45) days, for reasonable legal fees incurred by any of the foregoing in connection with, any and all claims, liabilities, demands, allegations, causes of action, or other threats, related to and in any way arising out of the services provided by the Executive for or on behalf of the Company or any its subsidiaries or for or on behalf of any other Person at the request of the Company, to the fullest extent possible under Section 145 of the Delaware General Corporation Law in effect from time to time, provided, however, that this indemnification shall not apply to acts or omissions that are the result of conduct that would preclude the Executive from receiving indemnification under Section 145 of the Delaware General Corporation Law in effect from time to time. Upon receipt of notice of the assertion of any such claim, liability, demand, allegation, cause of action or other threat, the Company shall pay the Executive the reasonable cost of his defense, and shall be responsible for the full payment of any judgment including damages or penalties, including punitive damages or penalties, that may be assessed or payable as a result of a settlement to which the Company and the Executive consent, including the deductible portion of any Joss covered by Director and Officer Liability Insurance, applicable to similarly situated employees. Nothing herein shall limit the rights of the Executive or any other party indemnified under this Section 8 to the protections afforded by the Directors and Officers Liability Insurance, as in effect from time to time, or to such other protections as may be afforded to the Executive and such other parties under the Company's certificate of formation, bylaws or limited liability company agreement or operating agreement or under any other agreement, policy or procedure. The Executive shall be covered under the Company's Directors and Officers Liability Insurance during the Term and thereafter to the same extent and post-employment duration of such coverage provided from time to time to executive officers of the Company. In the event it is ultimately determined that the Executive is not entitled to be indemnified by the Company pursuant to this Section 8, the Executive shall reimburse the Company for such expenses previously paid by the Company on behalf of the Executive pursuant to this Section 8.", "references": ["Insurances", "Miscellaneous", "Authorizations", "Effectiveness", "Severability", "Interests", "Positions", "Defined Terms", "Assigns", "Successors", "Qualifications", "Entire Agreements", "Integration", "Change In Control", "Submission To Jurisdiction", "Publicity", "Consent To Jurisdiction", "Employment", "Amendments", "Governing Laws", "Effective Dates", "Terms", "Vacations", "Counterparts", "Books", "Forfeitures", "Powers", "Payments", "Authority", "Waivers", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Fifth Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended hereby.\u00a0\u00a0Unless otherwise indicated, all section references in this Fifth Amendment refer to the Credit Agreement, as amended hereby.", "references": ["Anti-Corruption Laws", "Base Salary", "Waiver Of Jury Trials", "Waivers", "Vesting", "Enforcements", "Severability", "No Defaults", "Disability", "Qualifications", "Organizations", "Enforceability", "Warranties", "Brokers", "Representations", "Liens", "Agreements", "Use Of Proceeds", "Intellectual Property", "Duties", "Payments", "Insurances", "Fees", "Publicity", "Entire Agreements", "Compliance With Laws", "Venues", "Headings", "Positions", "Employment", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Exchange Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Exchange Agreement or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in this Exchange Agreement shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the shares of Common Stock that occur after the date of this Exchange Agreement.", "references": ["Specific Performance", "Powers", "Indemnity", "Titles", "Counterparts", "Effective Dates", "Use Of Proceeds", "Erisa", "Assignments", "Payments", "Waiver Of Jury Trials", "Approvals", "Death", "Compliance With Laws", "Consents", "Enforcements", "Consent To Jurisdiction", "Integration", "Cooperation", "Indemnifications", "Modifications", "Terminations", "No Waivers", "No Conflicts", "Participations", "Headings", "Warranties", "Waivers", "Taxes", "Terms", "Construction"], "gold": ["Construction"]}
+{"input": "No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Letter, or the waiver by either party of any breach of this Letter, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.", "references": ["Headings", "Organizations", "Capitalization", "Governing Laws", "Base Salary", "Confidentiality", "Tax Withholdings", "Agreements", "Liens", "Non-Disparagement", "Sanctions", "Titles", "Terms", "Survival", "Modifications", "Forfeitures", "Use Of Proceeds", "Adjustments", "Binding Effects", "Terminations", "Solvency", "Specific Performance", "Vesting", "Employment", "Effective Dates", "Counterparts", "Arbitration", "Records", "Closings", "Construction", "Waivers"], "gold": ["Waivers"]}
+{"input": "Any clause, sentence, paragraph, section, or provision of this Lease held by a court of competent jurisdiction to be invalid, illegal, or ineffective shall not impair, invalidate, or nullify the remainder of this Lease, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section, or provision so held to be invalid, illegal, or ineffective, and this Lease shall be construed as if such invalid, illegal, or ineffective provisions had never been contained herein.", "references": ["Capitalization", "No Conflicts", "Indemnifications", "Publicity", "Interests", "Confidentiality", "Venues", "Disclosures", "Construction", "Terminations", "Assigns", "Anti-Corruption Laws", "Compliance With Laws", "Modifications", "Change In Control", "Sales", "Taxes", "Non-Disparagement", "Powers", "Approvals", "Transactions With Affiliates", "Waivers", "Interpretations", "Base Salary", "Positions", "Tax Withholdings", "Arbitration", "Intellectual Property", "Forfeitures", "Duties", "Severability"], "gold": ["Severability"]}
+{"input": "Borrower shall take all actions necessary to cause all representations and warranties by Borrower in the Loan Documents to be true at all times while this Agreement remains in effect (unless such representation or warranty pertains to an earlier period of time).", "references": ["Powers", "Costs", "Duties", "Binding Effects", "Terms", "Representations", "Terminations", "Defined Terms", "Counterparts", "Records", "Base Salary", "Venues", "General", "Solvency", "No Waivers", "Interpretations", "Sanctions", "No Defaults", "Withholdings", "Effective Dates", "Tax Withholdings", "Transactions With Affiliates", "Headings", "Survival", "Vesting", "Capitalization", "Indemnity", "Participations", "Effectiveness", "Applicable Laws", "Warranties"], "gold": ["Warranties"]}
+{"input": "Executive\u2019s employment hereunder may be terminated by either party at any time and for any or no reason; provided that Executive will be required to give the Company advance written notice of any resignation of Executive\u2019s employment (as set forth in this Section 7). Notwithstanding any other provision of this Agreement, the provisions of this Section 7 shall exclusively govern Executive\u2019s rights upon termination of employment with the Company and its affiliates.", "references": ["Participations", "Withholdings", "Indemnity", "Counterparts", "Enforcements", "Anti-Corruption Laws", "Organizations", "Agreements", "Jurisdictions", "Qualifications", "Intellectual Property", "Erisa", "Litigations", "Specific Performance", "Assignments", "Vacations", "Disclosures", "Enforceability", "Waivers", "Definitions", "Expenses", "Consents", "Transactions With Affiliates", "Sales", "Modifications", "Approvals", "Payments", "Positions", "Non-Disparagement", "Fees", "Terminations"], "gold": ["Terminations"]}
+{"input": "You will be eligible to participate on the same basis as similarly situated employees in the Company\u2019s benefit plans in effect from time to time during your employment. All matters of eligibility for coverage or employee benefits under any benefit plan shall be determined in accordance with the provisions of such plan. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. For a brief overview of what is currently available, please see the summary previously provided to you. For a more detailed understanding of the Company\u2019s benefits and the eligibility requirements, please consult the policies and summary plan descriptions for the programs which have been previously made available to you.", "references": ["Base Salary", "Definitions", "Insurances", "Defined Terms", "Closings", "Withholdings", "Change In Control", "Amendments", "General", "Costs", "Approvals", "Arbitration", "Jurisdictions", "Qualifications", "Assignments", "Expenses", "Erisa", "Existence", "Entire Agreements", "Payments", "Use Of Proceeds", "Vesting", "Further Assurances", "Financial Statements", "Headings", "Waivers", "Notices", "Transactions With Affiliates", "Participations", "Authorizations", "Benefits"], "gold": ["Benefits"]}
+{"input": "Contractor shall timely make all payments required to be paid to Owner pursuant to the terms of this Agreement.", "references": ["Headings", "Brokers", "Further Assurances", "Assignments", "Interests", "Insurances", "Governing Laws", "Releases", "Counterparts", "Litigations", "Employment", "Liens", "Agreements", "Withholdings", "Modifications", "Solvency", "Subsidiaries", "Disclosures", "Closings", "Costs", "Death", "Financial Statements", "Survival", "Compliance With Laws", "Applicable Laws", "Vesting", "Tax Withholdings", "Binding Effects", "Arbitration", "Effective Dates", "Payments"], "gold": ["Payments"]}
+{"input": "It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as the sole and exclusive remedy of any such breach, without the necessity of proving the inadequacy of monetary damages as a remedy and without the necessity of posting a bond, including an order of the Bankruptcy Court requiring any Party to comply promptly with any of its obligations hereunder.", "references": ["Indemnifications", "Confidentiality", "Miscellaneous", "Sales", "Survival", "Terminations", "Arbitration", "Titles", "Litigations", "Representations", "Death", "Integration", "Warranties", "No Waivers", "Capitalization", "Disability", "Transactions With Affiliates", "Submission To Jurisdiction", "Effectiveness", "Publicity", "Tax Withholdings", "Liens", "Positions", "Remedies", "Successors", "Vesting", "Fees", "Compliance With Laws", "Payments", "Further Assurances", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "This First Amendment shall become effective as of the Amendment Effective Date.", "references": ["Litigations", "Brokers", "Cooperation", "Survival", "Modifications", "Indemnifications", "Duties", "Positions", "Jurisdictions", "Terms", "Participations", "Authorizations", "Severability", "Books", "Defined Terms", "Payments", "Closings", "Assigns", "Vesting", "Costs", "Forfeitures", "General", "Applicable Laws", "Sanctions", "Venues", "Approvals", "Waiver Of Jury Trials", "No Waivers", "Transactions With Affiliates", "No Conflicts", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company\u2019s or its subsidiaries\u2019 officers or directors that would reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries, whether of a civil or criminal nature or otherwise, in their capacities as such, except as disclosed in the SEC Documents. No director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. \u00a71519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its subsidiaries or any current or former director or officer of the Company or any of its subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act. Neither the Company nor any of its subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.", "references": ["Survival", "Participations", "Sanctions", "Change In Control", "Publicity", "Confidentiality", "Intellectual Property", "Notices", "Tax Withholdings", "Positions", "Qualifications", "Headings", "Adjustments", "Integration", "Brokers", "General", "Successors", "Expenses", "Jurisdictions", "Death", "Insurances", "Venues", "Agreements", "Anti-Corruption Laws", "Cooperation", "Non-Disparagement", "Indemnity", "Benefits", "Vesting", "Modifications", "Litigations"], "gold": ["Litigations"]}
+{"input": "In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Section\u00a08 shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.", "references": ["No Defaults", "Closings", "Integration", "Venues", "No Waivers", "Erisa", "No Conflicts", "General", "Indemnifications", "Capitalization", "Assignments", "Counterparts", "Liens", "Interpretations", "Releases", "Waiver Of Jury Trials", "Survival", "Enforceability", "Cooperation", "Construction", "Use Of Proceeds", "Costs", "Indemnity", "Sanctions", "Warranties", "Publicity", "Arbitration", "Consent To Jurisdiction", "Waivers", "Disability", "Severability"], "gold": ["Severability"]}
+{"input": "Except as otherwise expressly provided herein, all loan payments (and any other payments hereunder) by Borrower hereunder shall be made on the date specified herein to such bank account of Lender as Lender shall have designated in a written notice to Borrower delivered on or before the Closing Date (which such notice may be updated by Lender from time to time after the Closing Date).\u00a0 Interest is payable quarterly on the Interest Date of each calendar quarter.\u00a0 Payments of principal or interest received after 2:00 p.m.\u00a0on such date are considered received at the opening of business on the next Business Day.\u00a0 When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid.\u00a0 All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest made hereunder and pursuant to any other Loan Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.", "references": ["Releases", "Base Salary", "Transactions With Affiliates", "Integration", "Enforcements", "Modifications", "Organizations", "Solvency", "Approvals", "Interests", "Jurisdictions", "Warranties", "Brokers", "Sales", "Compliance With Laws", "No Defaults", "Forfeitures", "Arbitration", "Sanctions", "Terms", "No Waivers", "Specific Performance", "Adjustments", "Subsidiaries", "Effective Dates", "Records", "Terminations", "Applicable Laws", "Confidentiality", "Survival", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent shall have been notified by each Lender, the Swing Line Lenders and the L/C Issuers that each such Lender, the Swing Line Lenders and the L/C Issuers has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.", "references": ["Jurisdictions", "Compliance With Laws", "Anti-Corruption Laws", "Submission To Jurisdiction", "Further Assurances", "Closings", "Releases", "Powers", "Titles", "Authorizations", "Arbitration", "Forfeitures", "Effectiveness", "Entire Agreements", "Intellectual Property", "Use Of Proceeds", "Construction", "Taxes", "Participations", "Assigns", "Duties", "Enforceability", "Agreements", "Authority", "Enforcements", "Consent To Jurisdiction", "Expenses", "Benefits", "Waivers", "Consents", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Executive shall not, during the Period of Employment or at any time thereafter, publish or communicate (other than statements made while employed by the Company or one of its affiliates in connection with carrying out the Executive's duties and responsibilities for the Company or any of its affiliates), in a manner intended to be public or that should reasonably be expected to become public (including, without limitation, through social media), disparaging or derogatory statements or opinions about the Company or any of its affiliates, stockholders, officers, employees, directors, or customers; provided that it shall not be a breach of this Section 4.6 for the Executive to testify truthfully in any judicial or administrative proceeding, to make statements or allegations in legal filings that are based on the Executive's reasonable belief and are not made in bad faith, or to make statements to a federal, state, or local government official, either directly or indirectly, and solely for the purpose of reporting or investigating a suspected violation of law.", "references": ["Severability", "Books", "Adjustments", "Solvency", "Assigns", "Specific Performance", "Subsidiaries", "Notices", "Terminations", "Interpretations", "No Defaults", "Effective Dates", "Capitalization", "Existence", "Closings", "Warranties", "Transactions With Affiliates", "Organizations", "Powers", "Effectiveness", "Headings", "Applicable Laws", "Survival", "Participations", "Benefits", "Authorizations", "Construction", "Tax Withholdings", "Litigations", "Costs", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Agreement has been duly executed and delivered by each of the Sellers and, upon due execution by Ladenburg, will constitute the legal, valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms, except to the extent that its enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors\u2019 rights generally and by general principles of equity.", "references": ["Intellectual Property", "Erisa", "Construction", "Agreements", "Duties", "Indemnifications", "Disclosures", "Binding Effects", "Effectiveness", "Vesting", "Applicable Laws", "Successors", "Vacations", "Forfeitures", "Liens", "Survival", "Releases", "Qualifications", "Positions", "Warranties", "Waiver Of Jury Trials", "Closings", "Confidentiality", "Change In Control", "Defined Terms", "Venues", "Withholdings", "Enforcements", "Governing Laws", "Benefits", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement and any documents referred to herein, including the Confidentiality Agreement, represent the entire agreement of the Parties and will supersede any and all previous contracts, arrangements or understandings between the Company and you relating to matters covered by this Agreement.", "references": ["Death", "Warranties", "Counterparts", "Vesting", "Assigns", "Sales", "Tax Withholdings", "Miscellaneous", "Modifications", "No Waivers", "Defined Terms", "Enforceability", "Jurisdictions", "Submission To Jurisdiction", "Applicable Laws", "Disability", "General", "Further Assurances", "Non-Disparagement", "Terms", "Closings", "Effective Dates", "Cooperation", "Forfeitures", "Waiver Of Jury Trials", "Authorizations", "Headings", "Vacations", "Notices", "Transactions With Affiliates", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Employee will be entitled to participate in each employee benefit plan and program of the Company to the extent that Employee meets the eligibility requirements for such employee benefit plan or program. Employee shall pay any contributions which are generally required of employees to receive any such benefits. The Company provides no assurance as to the adoption or continuance of any particular employee benefit plan or program, and Employee\u2019s participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto. If there is any waiting period for participation by Employee or her covered dependents in any of the health, dental or vision benefit plans, the Company will pay the excess of Employee\u2019s health, dental and/or vision premiums incurred during such waiting period over the amount she otherwise would pay under Company plans. To the extent the Company makes directors\u2019 and officers\u2019 liability insurance available to the directors, it will also make it available to Employee on the same terms as other directors. Employee shall receive four (4) weeks paid vacation annually; provided, however , that vacations not taken during any calendar year shall not be carried over to a subsequent year. Upon the Date of Termination, Employee shall be paid at a rate per day equal to Employee\u2019s Base Salary then in effect divided by 260 for all current and previously accumulated vacation days not taken during the calendar year in which the Date of Termination occurs, with such payment to be made within thirty (30) days following the Date of Termination. Such amount shall be deemed a payment obligation accruing through the Date of Termination for purposes of Section 5.", "references": ["Cooperation", "Publicity", "Capitalization", "Solvency", "Closings", "Severability", "Forfeitures", "Notices", "Enforceability", "Change In Control", "Base Salary", "Specific Performance", "Death", "Insurances", "Waiver Of Jury Trials", "Jurisdictions", "Duties", "Compliance With Laws", "Vacations", "Costs", "Transactions With Affiliates", "Binding Effects", "Authority", "Definitions", "Consent To Jurisdiction", "Subsidiaries", "Financial Statements", "Headings", "Integration", "Existence", "Benefits"], "gold": ["Benefits"]}
+{"input": "All Liabilities assumed by or allocated to Delphi Technologies or the Delphi Technologies Group pursuant to this Employee Matters Agreement will be deemed to be Delphi Technologies Liabilities for purposes of Article V of the Separation Agreement, and all Liabilities retained or assumed by or allocated to Aptiv or the Aptiv Group pursuant to this Employee Matters Agreement will be deemed to be Aptiv Liabilities for purposes of Article V of the Separation Agreement. All such Delphi Technologies Liabilities and Aptiv Liabilities shall be governed by the applicable indemnification terms of the Separation Agreement.", "references": ["Adjustments", "Disability", "Submission To Jurisdiction", "Jurisdictions", "Integration", "Existence", "Defined Terms", "Use Of Proceeds", "Solvency", "Expenses", "No Conflicts", "Effectiveness", "Amendments", "Positions", "Construction", "No Defaults", "Modifications", "Terminations", "Warranties", "Brokers", "Base Salary", "Further Assurances", "Litigations", "Powers", "Representations", "Waiver Of Jury Trials", "Duties", "Fees", "Approvals", "Books", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "In consideration of Executive\u2019s performance of the duties set forth in Section 2, the Employer shall provide Executive the compensation specified in this Agreement. The Employer shall pay Executive a salary of $752,580 per year (\u201c Base Salary \u201d). The Base Salary shall be payable biweekly, or with such other frequency as officers of the Employer are generally paid. During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board or by a committee designated by the Board, and the Employer may increase, but not decrease (except for a decrease that is generally applicable to all employees) Executive\u2019s Base Salary. Any increase in Base Salary shall become \u201cBase Salary\u201d for purposes of this Agreement.", "references": ["Disability", "Solvency", "Transactions With Affiliates", "No Defaults", "Counterparts", "Entire Agreements", "Compliance With Laws", "Further Assurances", "Severability", "Positions", "Effectiveness", "Remedies", "Fees", "Applicable Laws", "Waivers", "Liens", "Indemnifications", "Intellectual Property", "Agreements", "Authorizations", "Non-Disparagement", "Enforcements", "Existence", "Consents", "Duties", "Interpretations", "Defined Terms", "Amendments", "General", "Miscellaneous", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Except for payment defaults that, as of the Cutoff Date, have been continuing for a period of not more than 30 days, no default, breach, violation or event under the terms of any Receivable, permitting acceleration, shall have occurred as of the Cutoff Date and no continuing condition that with notice or the lapse of time or both would constitute a default, breach, violation or event under the terms of any Receivable, permitting acceleration, shall have arisen; and the Seller shall not have waived any of the foregoing except as otherwise permitted hereunder.\u00a0 On or prior to the Cutoff Date, no Financed Vehicle has been repossessed.", "references": ["Waiver Of Jury Trials", "Specific Performance", "Further Assurances", "Cooperation", "Confidentiality", "Withholdings", "Interpretations", "Death", "Remedies", "Duties", "Anti-Corruption Laws", "Indemnity", "Non-Disparagement", "Adjustments", "General", "Binding Effects", "No Waivers", "Assigns", "Payments", "Vesting", "Agreements", "Severability", "Waivers", "Benefits", "Vacations", "Costs", "Releases", "Qualifications", "Positions", "Existence", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee\u2019s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee\u2019s relationship with the Company, with the exception of the Confidentiality Agreement and the Stock Agreements, except as otherwise modified or superseded herein.", "references": ["Insurances", "Titles", "Warranties", "Interests", "Integration", "Assignments", "Authority", "Headings", "General", "Interpretations", "Agreements", "Specific Performance", "Subsidiaries", "Adjustments", "Liens", "Definitions", "Sales", "Books", "Brokers", "Disability", "Modifications", "Expenses", "Cooperation", "Assigns", "Waiver Of Jury Trials", "Venues", "Counterparts", "Qualifications", "Solvency", "Financial Statements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Delivery of and payment for the Exercised Option Shares shall be made concurrent with the closing of the First Public Offering (the \u201c Option Closing \u201d). Delivery of the Exercised Option Shares shall be made to the Company free and clear of any liens or other encumbrances against payment by the Company by wire transfer payable in same-day funds to the accounts specified by HNA, the Selling Stockholder or the other Holders, as applicable. The Parties shall cooperate to deliver all documents as may be reasonably required to effect such transfer of the purchased Exercised Option Shares to the Company, including stock powers, stock transfer instructions and all other transfer documents. Notwithstanding anything to the contrary contained herein, the Company\u2019s obligation to consummate the Option Closing shall be conditioned on (A)\u00a0the satisfaction of the Tax Opinion and Audit Cooperation Condition and (B)\u00a0the simultaneous closing under the underwriting agreement for the First Public Offering. If either condition is not satisfied, the Company shall have the right to do one or both of the following (in either case by email notice to HNA): (x) delay the Option Closing for a period of up to 21 days; and (y)\u00a0terminate the exercise of the Option.", "references": ["Agreements", "Submission To Jurisdiction", "Enforcements", "Successors", "Taxes", "Assignments", "Notices", "Existence", "Vacations", "Participations", "Change In Control", "Erisa", "Arbitration", "Employment", "Binding Effects", "Adjustments", "Fees", "Warranties", "Defined Terms", "Miscellaneous", "No Defaults", "Construction", "Financial Statements", "Litigations", "Entire Agreements", "Representations", "Titles", "Counterparts", "Interests", "Modifications", "Closings"], "gold": ["Closings"]}
+{"input": "The Company will, and will cause each of the Subsidiary Borrowers and the Guarantors and its and their respective Subsidiaries to, cooperate with the Administrative Agent and the Lenders and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out the transactions contemplated by this Agreement and the other Loan Documents.", "references": ["Integration", "Vacations", "Construction", "Change In Control", "Organizations", "Enforceability", "Authority", "Venues", "Remedies", "Tax Withholdings", "Applicable Laws", "Survival", "Approvals", "Consents", "Waivers", "Sanctions", "Enforcements", "Interests", "Vesting", "Liens", "Terminations", "Notices", "Base Salary", "Defined Terms", "Effectiveness", "Benefits", "Amendments", "Disability", "Miscellaneous", "Successors", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Tennessee without regard to the principles of conflicts-of-laws.", "references": ["No Conflicts", "Interpretations", "Brokers", "Costs", "Remedies", "Organizations", "Confidentiality", "Effective Dates", "Existence", "Liens", "Amendments", "Venues", "Authorizations", "Disclosures", "Taxes", "Entire Agreements", "Non-Disparagement", "Titles", "Consent To Jurisdiction", "Further Assurances", "Closings", "Authority", "Qualifications", "Consents", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Headings", "Use Of Proceeds", "Specific Performance", "Indemnifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Administrative Agent (and in the case of subpart (iii)\u00a0below, the applicable LC Issuer) shall have received, as applicable, (i)\u00a0a Notice of Borrowing meeting the requirements of Section\u00a02.06(b) \u00a0with respect to any Borrowing (other than a Continuation or Conversion), (ii)\u00a0a Notice of Continuation or Conversion meeting the requirements of Section\u00a02.10(b) \u00a0with respect to a Continuation or Conversion, or (iii)\u00a0an LC Request meeting the requirements of Section\u00a02.05(b) \u00a0with respect to each LC Issuance.", "references": ["Agreements", "Disability", "Transactions With Affiliates", "Litigations", "Erisa", "Authorizations", "Subsidiaries", "General", "Confidentiality", "Successors", "Records", "Vesting", "Consent To Jurisdiction", "Effective Dates", "Entire Agreements", "Consents", "Jurisdictions", "Payments", "Survival", "Existence", "Fees", "Withholdings", "Publicity", "Venues", "Assignments", "Severability", "Tax Withholdings", "Titles", "Liens", "Applicable Laws", "Notices"], "gold": ["Notices"]}
+{"input": "Any dispute or claim concerning any Award granted (or not granted) pursuant to the Plan or any disputes or claims relating to or arising out of the Plan shall be fully, finally, and exclusively resolved by binding and confidential arbitration conducted pursuant to the rules of Judicial Arbitration and Mediation Services, Inc. (\"JAMS\") in Phoenix, Arizona. The Company shall pay all arbitration fees. In addition to any other relief, the arbitrator may award to the prevailing party recovery of its attorneys' fees and costs. By accepting an Award, the Participant and the Company waive their respective rights to have any such disputes or claims tried by a judge or jury.", "references": ["Benefits", "Authority", "Base Salary", "Amendments", "Assignments", "Records", "Binding Effects", "Adjustments", "Construction", "Disclosures", "Intellectual Property", "Costs", "Successors", "No Conflicts", "Insurances", "Approvals", "Representations", "No Waivers", "Brokers", "Terminations", "Venues", "Taxes", "Duties", "Defined Terms", "Enforceability", "Fees", "Payments", "Jurisdictions", "Survival", "Expenses", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Receipt by the Administrative Agent, the Lead Arrangers and the Lenders of all fees and expenses, if any, then owing pursuant to the Engagement Letter, the Fee Letter or any other Credit Document, which fees may be paid or netted from the proceeds of the initial Extensions of Credit hereunder.", "references": ["Costs", "Existence", "Expenses", "Authority", "Benefits", "Assignments", "Disability", "Litigations", "Compliance With Laws", "Applicable Laws", "Remedies", "Authorizations", "Definitions", "Powers", "Interpretations", "Survival", "Binding Effects", "Vesting", "Capitalization", "Jurisdictions", "Construction", "Closings", "Organizations", "Counterparts", "Approvals", "Governing Laws", "Modifications", "Consent To Jurisdiction", "Integration", "Brokers", "Fees"], "gold": ["Fees"]}
+{"input": "Promptly upon written request by the Administrative Agent, or any Lender through the Administrative Agent, (a)\u00a0correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i)\u00a0carry out more effectively the purposes of the Loan Documents, (ii)\u00a0to the fullest extent permitted by applicable Law, subject the Borrower's or any of its Subsidiaries' properties, assets, rights or interests constituting Collateral to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii)\u00a0perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv)\u00a0assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which the Borrower or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so and (c) provide the Administrative Agent or such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.", "references": ["Venues", "Assignments", "Amendments", "Intellectual Property", "Releases", "Transactions With Affiliates", "Tax Withholdings", "Vacations", "Change In Control", "Death", "Non-Disparagement", "Compliance With Laws", "Books", "Successors", "No Defaults", "Entire Agreements", "Solvency", "Consent To Jurisdiction", "Enforceability", "Integration", "Liens", "Publicity", "Representations", "Applicable Laws", "Withholdings", "Brokers", "Governing Laws", "Litigations", "Definitions", "Taxes", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Provided Employee complies with the terms of this Agreement and signs and returns this Agreement within twenty-one (21)\u00a0days and does not revoke the Agreement as provided in Paragraph 5 below, Company agrees to provide Employee with the following severance pay and benefits.", "references": ["Anti-Corruption Laws", "General", "Agreements", "Vacations", "Confidentiality", "Death", "Closings", "Powers", "Financial Statements", "Notices", "Non-Disparagement", "Consents", "Interpretations", "Change In Control", "Authority", "Adjustments", "Survival", "Forfeitures", "Solvency", "Construction", "Expenses", "Titles", "Costs", "Representations", "Sanctions", "Withholdings", "Further Assurances", "Releases", "No Conflicts", "Arbitration", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Committee shall not receive additional compensation with respect to services for the Plan. To the extent required by applicable law, but not otherwise, the Committee shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of the Plan, including the cost of furnishing bond, shall be paid by the Company.", "references": ["Approvals", "General", "Miscellaneous", "Use Of Proceeds", "Effective Dates", "Cooperation", "Payments", "Books", "Jurisdictions", "Costs", "Assigns", "Waiver Of Jury Trials", "Confidentiality", "No Waivers", "Representations", "Anti-Corruption Laws", "Interests", "Records", "Sales", "Publicity", "Consent To Jurisdiction", "Withholdings", "Amendments", "Death", "Titles", "Waivers", "Remedies", "Releases", "No Conflicts", "Forfeitures", "Expenses"], "gold": ["Expenses"]}
+{"input": "Awarded Class B Units shall become Vested Class B Units on the following dates and in the following amounts, provided that the Continuous Service of the Grantee continues through the applicable Vesting Date.", "references": ["Terms", "Authorizations", "Vacations", "Anti-Corruption Laws", "Interpretations", "Change In Control", "Compliance With Laws", "Assigns", "Headings", "Sanctions", "Consents", "Definitions", "Qualifications", "Miscellaneous", "Sales", "Fees", "Approvals", "General", "Solvency", "Liens", "Further Assurances", "Counterparts", "Insurances", "Transactions With Affiliates", "Employment", "Books", "Subsidiaries", "Payments", "Waivers", "Enforceability", "Vesting"], "gold": ["Vesting"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Disclosures", "Base Salary", "Miscellaneous", "Survival", "Tax Withholdings", "Integration", "Indemnifications", "Specific Performance", "Anti-Corruption Laws", "Further Assurances", "Organizations", "Effectiveness", "Transactions With Affiliates", "Withholdings", "Titles", "Consent To Jurisdiction", "Waivers", "Consents", "Solvency", "Severability", "Sanctions", "Change In Control", "Costs", "Brokers", "Headings", "Releases", "Positions", "Existence", "Duties", "Vacations", "Successors"], "gold": ["Successors"]}
+{"input": "The Participant acknowledges that the RSUs are subject to modification and termination in certain events as provided in this Agreement and Article 14 of the Plan.", "references": ["Entire Agreements", "Fees", "Benefits", "No Waivers", "Approvals", "Indemnifications", "Participations", "Assigns", "Disability", "Terminations", "Interests", "Publicity", "Non-Disparagement", "Arbitration", "Taxes", "Defined Terms", "Effective Dates", "Closings", "Litigations", "Vesting", "Cooperation", "Use Of Proceeds", "Costs", "Terms", "No Conflicts", "Definitions", "Erisa", "Books", "Titles", "Expenses", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Financing Agreement to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a)\u00a0contravene the terms of any of such Person\u2019s Organization Documents; (b)\u00a0conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i)\u00a0any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii)\u00a0any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c)\u00a0result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Collateral Documents); or (d)\u00a0violate any Law.", "references": ["Use Of Proceeds", "Approvals", "Severability", "Specific Performance", "Adjustments", "Erisa", "Venues", "Definitions", "Payments", "Waiver Of Jury Trials", "Enforcements", "Counterparts", "Waivers", "Enforceability", "Benefits", "Warranties", "Agreements", "Integration", "Transactions With Affiliates", "Titles", "Intellectual Property", "Confidentiality", "Representations", "Cooperation", "Assigns", "Records", "No Waivers", "Disclosures", "Consent To Jurisdiction", "Compliance With Laws", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.", "references": ["Base Salary", "Consents", "Headings", "Payments", "Notices", "Participations", "Enforcements", "Successors", "Employment", "Remedies", "Liens", "No Defaults", "Survival", "Amendments", "Miscellaneous", "Interpretations", "Authority", "Arbitration", "Terms", "Publicity", "Definitions", "Warranties", "Duties", "Disclosures", "Interests", "Assigns", "Records", "Brokers", "Titles", "Solvency", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Executive represents and warrants that he is not personally subject to any agreement, order or decree that restricts his acceptance of this Agreement and performance of his duties with the Company hereunder.", "references": ["Integration", "Benefits", "Participations", "Anti-Corruption Laws", "Closings", "Qualifications", "Enforcements", "Publicity", "Miscellaneous", "Solvency", "Vacations", "Counterparts", "Approvals", "Effective Dates", "Books", "Insurances", "No Waivers", "Payments", "Modifications", "Brokers", "Capitalization", "Cooperation", "Fees", "Effectiveness", "Arbitration", "General", "Adjustments", "Transactions With Affiliates", "Use Of Proceeds", "Assignments", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Without the prior written consent of Company, the undersigned shall not, and shall cause its Affiliates, directors, officers, employees, advisors and other representatives to not, issue any press release or other public or non-confidential statement, disclosure or communication (or statement, disclosure or communication that could reasonably be expected to become public) relating in any respect to this Guaranty or the transactions contemplated hereby or thereby prior to the effectiveness of the Merger Agreement (and thereafter only in accordance with the terms of the Merger Agreement). For the avoidance of doubt, this Section 5 shall not prohibit the parties hereto from making statements, disclosures or communications to FINRA or other governmental entities with jurisdiction over such parties to the extent such disclosures, communications or statements are required by applicable law, regulation or court order and in each case remain confidential.", "references": ["Construction", "Anti-Corruption Laws", "Applicable Laws", "Brokers", "Disclosures", "Transactions With Affiliates", "Liens", "Waiver Of Jury Trials", "Counterparts", "Forfeitures", "Intellectual Property", "Indemnity", "Litigations", "Representations", "Survival", "Warranties", "Sales", "Death", "Duties", "Benefits", "Severability", "Tax Withholdings", "Closings", "Governing Laws", "Assigns", "Positions", "Powers", "Terminations", "Adjustments", "Further Assurances", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The interpretation, performance and enforcement of this Option shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws.", "references": ["Representations", "Remedies", "Solvency", "Financial Statements", "Successors", "Defined Terms", "Taxes", "Disability", "Confidentiality", "Brokers", "Waiver Of Jury Trials", "Specific Performance", "Indemnity", "Construction", "Base Salary", "Agreements", "Submission To Jurisdiction", "Non-Disparagement", "Publicity", "Modifications", "Warranties", "No Conflicts", "Litigations", "Withholdings", "Assignments", "Definitions", "Records", "Use Of Proceeds", "Disclosures", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as disclosed in the Company\u2019s Reports and as previously disclosed to the Purchaser, Company, Bank and each of their Subsidiaries (i) has complied with and (ii) is not under investigation with respect to, and have not been threatened to be charged with or given any notice of any material violation of any applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or the ownership of its properties, except where any such failure to comply or violation would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries taken as a whole. Company, Bank and each of their Subsidiaries is compliant with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any Governmental Agency, and their own privacy policies and written commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees, except in each case where the failure to so comply would not result, individually or in the aggregate, in a Material Adverse Effect on Company and its Subsidiaries taken as a whole, and (y) at no time during the two (2) years prior to the date hereof has received any notice asserting any such violations.", "references": ["Confidentiality", "Insurances", "Qualifications", "Change In Control", "Defined Terms", "General", "Liens", "Terms", "Agreements", "Enforcements", "Amendments", "Approvals", "No Conflicts", "Costs", "Anti-Corruption Laws", "Sales", "Disclosures", "Warranties", "Litigations", "Interpretations", "Specific Performance", "Payments", "Survival", "Jurisdictions", "Existence", "Interests", "Assignments", "Use Of Proceeds", "Publicity", "Assigns", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section\u00a02.1.", "references": ["Applicable Laws", "Titles", "Benefits", "Waiver Of Jury Trials", "Costs", "Litigations", "Jurisdictions", "Modifications", "Confidentiality", "Solvency", "Existence", "Tax Withholdings", "Representations", "Binding Effects", "Indemnifications", "Participations", "Anti-Corruption Laws", "Notices", "General", "Capitalization", "Liens", "Financial Statements", "No Defaults", "Insurances", "Governing Laws", "Payments", "Consents", "Records", "Consent To Jurisdiction", "Organizations", "Expenses"], "gold": ["Expenses"]}
+{"input": "Subject to Sections 7.4 and 7.5, each Restricted Person will maintain and preserve its existence and its rights and franchises in full force and effect and will qualify to do business in all states or jurisdictions where required by applicable Law, except where the failure so to qualify will not cause a Material Adverse Change.", "references": ["Approvals", "Confidentiality", "Further Assurances", "Remedies", "Use Of Proceeds", "Existence", "Forfeitures", "Withholdings", "Indemnity", "Duties", "Venues", "Effectiveness", "Records", "Warranties", "Cooperation", "Waivers", "Indemnifications", "Vesting", "Notices", "Sanctions", "Interests", "General", "Amendments", "Construction", "Anti-Corruption Laws", "Authority", "Death", "Insurances", "No Waivers", "Consents", "Qualifications"], "gold": ["Qualifications"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents (as defined below), the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, their respective businesses and the transactions contemplated hereby, including the schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Forfeitures", "Approvals", "Headings", "Cooperation", "Taxes", "Use Of Proceeds", "Qualifications", "Expenses", "Costs", "Records", "Governing Laws", "Vesting", "Disability", "Jurisdictions", "Tax Withholdings", "Agreements", "Effectiveness", "Authority", "Enforcements", "Existence", "Non-Disparagement", "Change In Control", "Counterparts", "Books", "Payments", "Remedies", "Consent To Jurisdiction", "Authorizations", "Solvency", "Litigations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Amendment shall be governed by, and construed in accordance with, the Law of the State of New York (excluding the Laws applicable to conflicts or choice of law).", "references": ["Effective Dates", "Vacations", "Effectiveness", "Releases", "Interpretations", "Duties", "Closings", "Participations", "Subsidiaries", "Severability", "Positions", "Use Of Proceeds", "Indemnifications", "Amendments", "Arbitration", "Brokers", "Books", "Agreements", "Erisa", "Authorizations", "Consent To Jurisdiction", "Representations", "Construction", "Records", "Terms", "Counterparts", "Financial Statements", "Disability", "Compliance With Laws", "Base Salary", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If at any time any such restrictions may be applicable, LESSEE will obtain all certificates, licenses, permits, exemptions and other authorizations which are from time to time required for the making of the payments required by this Lease on the dates and in the amounts and currency which are stipulated herein, and will maintain the same in full force and effect for so long as the same will be required.", "references": ["Waiver Of Jury Trials", "Effective Dates", "Enforceability", "Qualifications", "Arbitration", "Intellectual Property", "Powers", "No Defaults", "Waivers", "Further Assurances", "Transactions With Affiliates", "Liens", "Enforcements", "Subsidiaries", "Financial Statements", "Warranties", "Taxes", "Adjustments", "Assigns", "Representations", "Vacations", "Cooperation", "Definitions", "Withholdings", "Use Of Proceeds", "Entire Agreements", "Governing Laws", "Sanctions", "Interpretations", "Books", "Payments"], "gold": ["Payments"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Registration Statement or the SEC Documents.\u00a0\u00a0\u00a0The Company understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company.\u00a0\u00a0All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.\u00a0\u00a0The Company acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.", "references": ["Capitalization", "Taxes", "Disability", "Enforcements", "Financial Statements", "Forfeitures", "Indemnifications", "Records", "Base Salary", "Publicity", "Non-Disparagement", "Effective Dates", "No Waivers", "Fees", "Positions", "Adjustments", "Venues", "Anti-Corruption Laws", "Specific Performance", "No Defaults", "Approvals", "Terminations", "Sales", "Authority", "Employment", "Interests", "Brokers", "Assignments", "Existence", "Headings", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except (i)\u00a0as contemplated in this Agreement or as otherwise permitted by the Lender in writing, (ii)\u00a0in connection with credit card agreements which shall not have outstanding balances in excess of $3,000,000.00, (iii) with respect to the pledge of cash or other liquid assets as security for letters of credits issued by PHI or any of its subsidiaries in an aggregate amount not to exceed $30,000,000.00, (iv) under the Senior Notes and as contemplated in the Indenture, (v)\u00a0as otherwise permitted in the Indenture, and (vi)\u00a0debt in an aggregate principal amount denominated in US dollars not to exceed $5,000,000.00 for a working capital line of credit for an international subsidiary of PHI (one whose principal office is outside of the United States and who is chartered in a country other than the United States) in connection with the acquisition of HNZ Group, Inc., neither PHI nor any of its subsidiaries (a)\u00a0shall create any additional obligations for borrowed money, or (b)\u00a0mortgage or encumber any of their assets or suffer any liens or indebtedness to exist on any of their assets.", "references": ["Transactions With Affiliates", "Vacations", "Fees", "Brokers", "Defined Terms", "Books", "Terms", "Base Salary", "Subsidiaries", "Warranties", "Organizations", "Construction", "Successors", "Sanctions", "Further Assurances", "Severability", "Payments", "Anti-Corruption Laws", "Cooperation", "Entire Agreements", "No Defaults", "Non-Disparagement", "Insurances", "Vesting", "Capitalization", "Authorizations", "Interests", "Change In Control", "General", "Remedies", "Liens"], "gold": ["Liens"]}
+{"input": "As of the date hereof, except for fees and expenses of Evercore Group L.L.C. (the \u201c Sellers\u2019 Bankers \u201d), no broker, finder or investment banker is entitled to any brokerage, finder\u2019s or other fee or commission from the Seller Parties in connection with any Transaction.\u00a0\u00a0The Seller Parties are solely responsible for the investment advisory fees and expenses of the Sellers\u2019 Bankers in connection with the Transactions.", "references": ["Indemnifications", "Authorizations", "Transactions With Affiliates", "Anti-Corruption Laws", "Compliance With Laws", "Financial Statements", "Liens", "Effective Dates", "Duties", "Jurisdictions", "Survival", "Assignments", "Benefits", "Effectiveness", "Waiver Of Jury Trials", "Disclosures", "Expenses", "Severability", "Non-Disparagement", "Remedies", "No Waivers", "Litigations", "Forfeitures", "Agreements", "Arbitration", "Cooperation", "Entire Agreements", "Amendments", "Tax Withholdings", "Representations", "Brokers"], "gold": ["Brokers"]}
+{"input": "The representations, warranties and covenants and all other obligations, provisions and liabilities under this Agreement or any of the Closing Documents (including any cause of action by reason of a breach thereof) shall survive the Closing for six (6) months after the Closing Date, unless otherwise expressly provided in this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller shall have no liability, and Buyer shall make no claim against Seller, for (and Buyer shall be deemed to have waived any failure of a condition hereunder by reason of) a failure of any condition or a breach of any representation or warranty, covenant or other obligation of Seller under this Agreement, or any Closing Document executed by Seller (including for this purpose any matter that would have constituted a breach of Seller\u2019s representations and warranties had they been made on the Closing Date) if (a) the failure or breach in question constitutes or results from a condition, state of facts or other matter that was contained in any of the Due Diligence Materials or otherwise actually known to Buyer prior to the Closing (as such knowledge is defined in Section 7.4.2 herein), and Buyer proceeds with the Closing or (b) to the extent, in the case of a representation and warranty of Seller, the same is confirmed by the Tenant Estoppel Certificate.", "references": ["Construction", "Submission To Jurisdiction", "Transactions With Affiliates", "Existence", "Authority", "Severability", "Participations", "Books", "Terminations", "No Waivers", "Solvency", "Entire Agreements", "Sales", "Venues", "Counterparts", "Representations", "Successors", "Litigations", "Death", "Applicable Laws", "Further Assurances", "Modifications", "Change In Control", "Indemnity", "Confidentiality", "Adjustments", "Disability", "Fees", "Taxes", "Arbitration", "Survival"], "gold": ["Survival"]}
+{"input": "The obligations of the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.", "references": ["Authority", "Approvals", "Compliance With Laws", "Assigns", "Agreements", "Use Of Proceeds", "Change In Control", "Base Salary", "Successors", "Solvency", "Submission To Jurisdiction", "Capitalization", "Governing Laws", "Tax Withholdings", "Releases", "Construction", "Subsidiaries", "Brokers", "Employment", "Integration", "Interests", "Fees", "Amendments", "Remedies", "Non-Disparagement", "No Defaults", "Insurances", "Headings", "Interpretations", "No Waivers", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Company and Executive understand and agree that this Policy shall constitute the entire understanding between them regarding the subject matter contained herein, and that all prior understandings regarding these matters are hereby superseded and replaced, unless specifically provided otherwise in this Policy.", "references": ["Closings", "Intellectual Property", "Sanctions", "Adjustments", "Change In Control", "Powers", "Brokers", "Representations", "Financial Statements", "No Conflicts", "Assignments", "Successors", "Submission To Jurisdiction", "Interests", "Expenses", "Further Assurances", "Withholdings", "Survival", "Construction", "Remedies", "Existence", "Agreements", "Insurances", "Releases", "Warranties", "Waivers", "Indemnity", "General", "Books", "Cooperation", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "As a condition to receiving the payments and benefits set forth in Section 4(b) or Section 4(c), Executive shall be required, within 60 days of Executive\u2019s Date of Termination (including, without limitation, a Date of Termination that occurs after the expiration of the Term), to execute, deliver and not revoke (with any applicable revocation period having expired) a general release of claims in a form attached hereto as Exhibit A. To the extent required by Section 19, any payments or benefits that would otherwise have been made during such 60-day period shall not be made and shall be accumulated and paid in a single lump sum on the expiration of such 60-day period.", "references": ["Assignments", "Approvals", "Representations", "Governing Laws", "Jurisdictions", "Waiver Of Jury Trials", "Interpretations", "Effectiveness", "Intellectual Property", "Remedies", "Indemnity", "Disability", "No Conflicts", "Organizations", "Submission To Jurisdiction", "Brokers", "Entire Agreements", "Liens", "Notices", "Taxes", "Warranties", "Qualifications", "Modifications", "Consent To Jurisdiction", "Subsidiaries", "Enforceability", "Vacations", "Existence", "Participations", "Venues", "Releases"], "gold": ["Releases"]}
+{"input": "Subject to Section\u00a05 and the terms of the Plan, Participant\u2019s Actual Performance Shares will be paid to Participant in either cash or whole shares of Common Stock, as elected by Participant in accordance with the rules and procedures established by the Committee. No fractional shares of Common Stock shall be issued. Payment shall be made to Participant upon the earlier of (a)\u00a0Participant\u2019s Termination of Employment or (b)\u00a0in the calendar year following the last day of the Performance Period.", "references": ["Further Assurances", "Venues", "Integration", "Construction", "Severability", "Powers", "Modifications", "Financial Statements", "Brokers", "Authority", "Existence", "Organizations", "Terms", "Qualifications", "Indemnifications", "Approvals", "Positions", "Waivers", "Amendments", "No Defaults", "Defined Terms", "Transactions With Affiliates", "Liens", "Specific Performance", "Death", "Submission To Jurisdiction", "Sales", "Costs", "Assignments", "Sanctions", "Payments"], "gold": ["Payments"]}
+{"input": "Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account (or for the account of any Subsidiary so long as the Borrower is a joint and several co-applicant in respect of such Letter of Credit), denominated in dollars or in a Permitted Foreign Currency and in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Revolving Availability Period. All Existing Letters of Credit shall be deemed, without further action by any party hereto, to have been issued on the Effective Date pursuant to this Agreement, and the Revolving Lenders shall thereupon acquire participations in the Existing Letters of Credit as if so issued without further action by any party hereto. Notwithstanding anything contained in any letter of credit application or other agreement (other than this Agreement or any Security Document) submitted by the Borrower to, or entered into the Borrower with, any Issuing Bank relating to any Letter of Credit, (i)\u00a0all provisions of such letter of credit application or other agreement purporting to grant Liens in favor of such Issuing Bank to secure obligations in respect of such Letter of Credit shall be disregarded, it being agreed that such obligations shall be secured to the extent provided in this Agreement and in the Security Documents, (ii)\u00a0in the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of such letter of credit application or such other agreement, as applicable, the terms and conditions of this Agreement shall control, and (iii)\u00a0an Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate (x)\u00a0any Requirement of Law or (y)\u00a0such Issuing Bank\u2019s internal policies.", "references": ["Survival", "Representations", "Organizations", "Closings", "Governing Laws", "Successors", "Adjustments", "No Defaults", "Indemnifications", "Use Of Proceeds", "Fees", "Cooperation", "Records", "Sales", "No Conflicts", "Applicable Laws", "Death", "No Waivers", "Litigations", "Positions", "Authority", "Existence", "Terms", "Severability", "Benefits", "Expenses", "Costs", "Approvals", "Solvency", "Consent To Jurisdiction", "General"], "gold": ["General"]}
+{"input": "The assignments, restrictions and licenses contemplated in Section 3.06 , Section 3.07 , Section 3.10 and Section 3.13 of this Agreement shall be subject to any required Governmental Authority approvals, disclosures, restrictions or reservations, including any of the foregoing that arise out of the funding of any Statement of Work, in whole or in part, by a Governmental Authority. The Parties shall use reasonable efforts in good faith to obtain any and all such approvals that may be required and to ensure any required disclosures are timely made. GE\u2019s obligation to provide GE Provided R&D Services and services pursuant to a Collaboration shall be subject to any restrictions set forth in the Technology Center Agreement.", "references": ["Base Salary", "Duties", "Forfeitures", "Powers", "Confidentiality", "Transactions With Affiliates", "Death", "Records", "Headings", "General", "Disability", "Applicable Laws", "Expenses", "Waivers", "Costs", "Adjustments", "Submission To Jurisdiction", "Financial Statements", "Books", "Entire Agreements", "Sanctions", "Disclosures", "Organizations", "Use Of Proceeds", "Cooperation", "Warranties", "Vacations", "Qualifications", "No Conflicts", "Closings", "Approvals"], "gold": ["Approvals"]}
+{"input": "In consideration for the performance of the Services, the Company shall pay Ariel $17,250 within 30 days of the date hereof and an additional $17,250 on or before May 1, 2019.", "references": ["Assigns", "Non-Disparagement", "Existence", "Agreements", "Remedies", "Positions", "Sanctions", "Governing Laws", "Taxes", "Amendments", "Venues", "Participations", "Expenses", "Submission To Jurisdiction", "Approvals", "Subsidiaries", "Further Assurances", "Liens", "Base Salary", "Enforcements", "Confidentiality", "Specific Performance", "Indemnity", "Defined Terms", "Enforceability", "Entire Agreements", "Vacations", "Definitions", "Capitalization", "Erisa", "Fees"], "gold": ["Fees"]}
+{"input": "The Company shall (a)\u00a0by 4:15 p.m. (New York City time)\u00a0on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b)\u00a0file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this S ection\u00a06.4 , such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction), except that such Purchaser may disclose the terms to its financial, accounting, legal and other advisors.", "references": ["Qualifications", "Governing Laws", "Benefits", "Fees", "Representations", "Death", "No Waivers", "Compliance With Laws", "Successors", "Capitalization", "Participations", "Warranties", "Adjustments", "Indemnity", "Expenses", "Miscellaneous", "Interests", "Entire Agreements", "Withholdings", "Cooperation", "Assigns", "Change In Control", "Applicable Laws", "Base Salary", "Jurisdictions", "Costs", "Positions", "Approvals", "Integration", "Definitions", "Publicity"], "gold": ["Publicity"]}
+{"input": "The parties recognize, acknowledge and agree that (i) any breach or threatened breach of the provisions of Sections 2 and/or 3 shall cause irreparable harm and injury to the Company and that money damages alone will not provide an adequate remedy for such breach or threatened breach, (ii) the duration, scope and geographical application of Sections 2 and 3 are fair and reasonable under the circumstances of the Business, and are reasonably required to protect the legitimate business interests of the Company, (iii) the restrictions contained in Sections 2 and 3 will not prevent the Executive from earning or seeking a livelihood, and (iv) the restrictions contained in Sections 2 and 3 shall apply in all areas where such application is permitted by law.\u00a0 Accordingly, the Executive agrees that the Company shall be entitled to have the provisions of Sections 2 and 3 specifically enforced by any court having jurisdiction, and that such a court may issue a temporary restraining order, preliminary injunction, or other appropriate equitable relief, without having to prove the inadequacy of available remedies at law, having to post any bond or any other undertaking.\u00a0 In addition, the Company shall be entitled to avail itself of all such other actions and remedies available to it or any member of the Company Group under law or in equity and shall be entitled to such damages as it sustains by reason of such breach or threatened breach.\u00a0\u00a0 It is the express desire and intent of the parties that the provisions of Sections 2 and 3 be fully enforced.", "references": ["Miscellaneous", "Base Salary", "Death", "Governing Laws", "Survival", "Records", "Powers", "Warranties", "Existence", "Financial Statements", "Entire Agreements", "Construction", "Intellectual Property", "Enforcements", "Litigations", "Erisa", "Confidentiality", "Duties", "Anti-Corruption Laws", "Interpretations", "Costs", "Effective Dates", "Terms", "Enforceability", "Specific Performance", "Assigns", "Indemnifications", "Defined Terms", "Tax Withholdings", "Forfeitures", "Remedies"], "gold": ["Remedies"]}
+{"input": "For U.S. federal income tax purposes, each Borrower is and has at all times been treated as a disregarded entity within the meaning of Treasury Regulation Section 301.7701-2(c). To each Borrower\u2019s knowledge and belief, such Borrower has filed (or has obtained effective extensions for filing) all federal, state, county and municipal tax returns required to have been filed by such Borrower and has paid all Taxes which have become due whether or not shown on such returns or pursuant to any Tax assessments received by such Borrower, other than Taxes which are not yet delinquent. To each Borrower\u2019s knowledge, such tax returns (if any) reflect (in all material respects) the income and taxes of such Borrower for the periods covered thereby, subject only to reasonable adjustments required by the IRS or other applicable tax authority upon audit.", "references": ["Solvency", "Applicable Laws", "Consents", "Organizations", "Withholdings", "Publicity", "Headings", "Duties", "Specific Performance", "Severability", "Notices", "Benefits", "Positions", "Records", "Arbitration", "Sales", "Governing Laws", "Approvals", "Remedies", "Disclosures", "Non-Disparagement", "Venues", "Employment", "Change In Control", "Subsidiaries", "Confidentiality", "Base Salary", "Effective Dates", "Sanctions", "Insurances", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Repurchase Agreement and any claim, controversy or dispute (whether in contract, in tort or by statute) arising under or related to this Repurchase Agreement or the transactions contemplated by this Repurchase Agreement or the rights, duties and relationship of the parties hereto, shall be governed by and construed and enforced in accordance with the laws of the State of New York, excluding any conflicts of law, rule or principle that might refer construction of provisions to the laws of another jurisdiction.", "references": ["Effective Dates", "Integration", "No Defaults", "Consents", "Consent To Jurisdiction", "Records", "Financial Statements", "Indemnifications", "Erisa", "Specific Performance", "Tax Withholdings", "No Conflicts", "Organizations", "Further Assurances", "Sanctions", "Releases", "Change In Control", "Survival", "Participations", "Duties", "Base Salary", "Benefits", "Qualifications", "Confidentiality", "Submission To Jurisdiction", "Warranties", "Terminations", "Representations", "Indemnity", "Expenses", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as disclosed on Schedule 5.9 , there are no pending or, to the knowledge of GWG, threatened, material Actions against GWG or its Subsidiaries or otherwise affecting GWG or its Subsidiaries or their respective assets.", "references": ["Headings", "Brokers", "Records", "Integration", "Representations", "Compliance With Laws", "Death", "Effective Dates", "Terminations", "Withholdings", "Qualifications", "Insurances", "Enforceability", "Vesting", "Sales", "Benefits", "Financial Statements", "Change In Control", "Fees", "Specific Performance", "Participations", "Powers", "Defined Terms", "Erisa", "Enforcements", "Base Salary", "Authority", "Vacations", "Effectiveness", "Terms", "Litigations"], "gold": ["Litigations"]}
+{"input": "(a) The Borrowers shall pay to the Administrative Agent for the account of the Banks a commitment fee, which shall accrue at the applicable Commitment Fee Rate, as set forth in Section\u00a02.7(f), on the daily unused amount of the Commitment of each Bank during the period from and including the date hereof to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable quarterly in arrears on each March\u00a031, June\u00a030, September\u00a030 and December\u00a031 of each year, commencing on the first such date to occur after the date of this Agreement, and upon the date of termination of the Commitments in their entirety. All commitment fees shall be computed on the basis of a year of 360\u00a0days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Warranties", "Positions", "Payments", "Headings", "Costs", "Publicity", "Releases", "Subsidiaries", "Powers", "Applicable Laws", "Arbitration", "Titles", "Interests", "Death", "Assigns", "Defined Terms", "Effectiveness", "Confidentiality", "Base Salary", "Severability", "Governing Laws", "Solvency", "Transactions With Affiliates", "Indemnifications", "Qualifications", "Compliance With Laws", "Binding Effects", "Consent To Jurisdiction", "Organizations", "Duties", "Fees"], "gold": ["Fees"]}
+{"input": "If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)\u00a0the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section\u00a010.13 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent and the L/C Issuers, then such provisions shall be deemed to be in effect only to the extent not so limited.", "references": ["Defined Terms", "Liens", "Taxes", "Miscellaneous", "Costs", "Intellectual Property", "Interests", "Non-Disparagement", "Financial Statements", "Counterparts", "Vesting", "Insurances", "Closings", "Amendments", "Enforceability", "Terms", "Submission To Jurisdiction", "Fees", "Jurisdictions", "Notices", "Transactions With Affiliates", "No Conflicts", "Expenses", "Brokers", "Consents", "Books", "Headings", "Further Assurances", "Modifications", "Enforcements", "Severability"], "gold": ["Severability"]}
+{"input": "All representations and warranties of the Issuer under this Agreement shall not survive the Closing.", "references": ["Notices", "Specific Performance", "Base Salary", "Counterparts", "Further Assurances", "Employment", "Authority", "Warranties", "Capitalization", "Indemnifications", "Fees", "No Waivers", "Binding Effects", "Terms", "Existence", "Consent To Jurisdiction", "Tax Withholdings", "Vesting", "Records", "Venues", "Use Of Proceeds", "Death", "Subsidiaries", "Confidentiality", "Sanctions", "Assigns", "Forfeitures", "Participations", "Modifications", "Erisa", "Survival"], "gold": ["Survival"]}
+{"input": "The Participant acknowledges and agrees that the Participant has reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understands all provisions of the Award.", "references": ["Cooperation", "Subsidiaries", "Costs", "Compliance With Laws", "Assigns", "Severability", "Definitions", "Organizations", "Powers", "Fees", "Transactions With Affiliates", "Litigations", "Counterparts", "Anti-Corruption Laws", "Consent To Jurisdiction", "Non-Disparagement", "Confidentiality", "Assignments", "Amendments", "General", "Capitalization", "Binding Effects", "No Defaults", "Governing Laws", "Terms", "Publicity", "Terminations", "Survival", "Notices", "Positions", "Representations"], "gold": ["Representations"]}
+{"input": "The closing of the transactions contemplated by this Agreement (the \u201c Closing \u201d) shall take place at such other place as Seller and Buyer may agree (including by electronic exchanges of documents), on the last Business Day of Seller\u2019s fiscal month immediately following the satisfaction or waiver of each of the conditions set forth in Section\u00a011.01 and Section\u00a011.02 (other than conditions that, by their terms, cannot be satisfied until Closing, but subject to the satisfaction or waiver of those conditions as of the Closing). The date on which the Closing takes place shall be the \u201c Closing Date \u201d, and the Closing shall be effective as of the Effective Time.", "references": ["Powers", "Tax Withholdings", "No Defaults", "Financial Statements", "Cooperation", "Subsidiaries", "Waivers", "Publicity", "Amendments", "Confidentiality", "Releases", "Duties", "Use Of Proceeds", "Expenses", "Jurisdictions", "Records", "Interpretations", "Vesting", "Vacations", "Withholdings", "Terminations", "Titles", "Effectiveness", "Death", "Erisa", "No Waivers", "Specific Performance", "Capitalization", "Liens", "Waiver Of Jury Trials", "Closings"], "gold": ["Closings"]}
+{"input": "Section references in this Agreement are references to the corresponding Section to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The words \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d or words of similar import shall be deemed to be followed by the words \u201cwithout limitation.\u201d Whenever any determination, consent or approval is to be made or given by a party under this Agreement, such action shall be in such party\u2019s sole discretion unless otherwise specified. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (i)\u00a0such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect, and (ii)\u00a0the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as \u201cherein,\u201d \u201chereinafter,\u201d \u201chereof\u201d and \u201chereunder\u201d refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.", "references": ["Authority", "Defined Terms", "No Defaults", "Effective Dates", "Definitions", "Terms", "Anti-Corruption Laws", "Terminations", "Existence", "Sales", "Assigns", "Agreements", "Governing Laws", "Notices", "Assignments", "Withholdings", "Specific Performance", "Capitalization", "No Conflicts", "Waiver Of Jury Trials", "Waivers", "Forfeitures", "Taxes", "Subsidiaries", "Confidentiality", "Cooperation", "Compliance With Laws", "Disclosures", "Consents", "Binding Effects", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Advances under the Receivables Loan will be used by Borrower for working capital, general corporate and other proper business purposes of Borrower.", "references": ["Interpretations", "Non-Disparagement", "Participations", "Vesting", "Litigations", "Duties", "Assignments", "Insurances", "Records", "Survival", "Expenses", "Modifications", "Enforcements", "No Waivers", "Consent To Jurisdiction", "Fees", "Indemnifications", "Death", "Integration", "Effectiveness", "Interests", "Miscellaneous", "Tax Withholdings", "Compliance With Laws", "Submission To Jurisdiction", "Notices", "Employment", "Anti-Corruption Laws", "Forfeitures", "Counterparts", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Enter into any transaction, including borrowing or lending and the purchase, sale, or exchange of property or the rendering of any service (including management services), with any affiliate of Borrower, other than in the ordinary course of and pursuant to the reasonable requirements of Borrower\u2019s business and upon fair and reasonable terms no less favorable to Borrower than would obtain in a comparable arm\u2019s length transaction with a Person not an affiliate.", "references": ["Releases", "Indemnifications", "Solvency", "Severability", "Erisa", "Non-Disparagement", "Compliance With Laws", "Sanctions", "Subsidiaries", "Waivers", "Entire Agreements", "Assigns", "Payments", "Financial Statements", "Powers", "Approvals", "General", "Existence", "Closings", "Intellectual Property", "Defined Terms", "Publicity", "Arbitration", "Authorizations", "Interpretations", "Consent To Jurisdiction", "Governing Laws", "Capitalization", "Forfeitures", "Specific Performance", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "All amounts payable to the Employee hereunder shall be subject to all required tax and other withholdings by the Company or any of its subsidiaries as determined by the Company.", "references": ["Participations", "Warranties", "Financial Statements", "Interpretations", "Terms", "Venues", "Change In Control", "Approvals", "Authorizations", "Tax Withholdings", "Forfeitures", "Indemnity", "Fees", "Qualifications", "No Defaults", "Benefits", "Anti-Corruption Laws", "Vacations", "Effective Dates", "Enforceability", "Effectiveness", "Transactions With Affiliates", "Brokers", "Jurisdictions", "Solvency", "Definitions", "Representations", "Death", "Employment", "Closings", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Borrower has provided to the Administrative Agent true, correct and complete copies of all oil and gas leases, operating agreements, farm-out agreements, unitization and/or pooling declarations and agreements, area of mutual interest agreements, conveyances or reservations of overriding royalty interests, net profits interests, production payments or other similar interests, contracts for the sale, transportation or exchange of oil and/or natural gas, processing agreements, and other agreements pertaining to its interest in the Oil and Gas Properties and the Hydrocarbons produced therefrom, including the agreements and instruments described in Schedule 1.01(g) .\u00a0 Borrower has disclosed to Administrative Agent all other matters known to it that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.\u00a0 None of the other reports, Financial Statements, certificates or other written information furnished by or on behalf of such Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken together as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that , (i) with respect to projected financial information, projected production data and geological and geographical data and engineering projections, such Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of such preparation, and (ii) no representation is made in respect of general economic or general industry conditions.\u00a0 To such Borrower\u2019s Knowledge, there are no statements or conclusions in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of such Borrower or any of its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that such Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.", "references": ["Existence", "Financial Statements", "Venues", "General", "Costs", "Consent To Jurisdiction", "Applicable Laws", "Liens", "Successors", "Insurances", "Adjustments", "Remedies", "Cooperation", "Duties", "Jurisdictions", "Warranties", "Authorizations", "Qualifications", "Brokers", "Non-Disparagement", "Change In Control", "Representations", "Assignments", "Waivers", "Records", "No Conflicts", "Intellectual Property", "Counterparts", "Severability", "Waiver Of Jury Trials", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Plan and all Awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. Notwithstanding anything herein to the contrary, in the event an Award is granted to an Eligible Individual who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may modify the provisions of the Plan and/or any such Award as they pertain to such individual to comply with and account for the tax and accounting rules of the applicable foreign law so as to maintain the benefit intended to be provided to such participant under the Award.", "references": ["Benefits", "Enforcements", "General", "Use Of Proceeds", "Non-Disparagement", "Intellectual Property", "Subsidiaries", "Indemnity", "Erisa", "Effective Dates", "Expenses", "Publicity", "Integration", "Compliance With Laws", "Liens", "Vacations", "Amendments", "No Defaults", "Consent To Jurisdiction", "Modifications", "Existence", "Agreements", "Jurisdictions", "Solvency", "Interests", "Miscellaneous", "Vesting", "Tax Withholdings", "Applicable Laws", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Unless otherwise defined herein, the capitalized terms used herein shall have the same meanings set forth in the Lease.", "references": ["Disclosures", "Expenses", "Headings", "Approvals", "Books", "Sales", "Vesting", "Definitions", "Confidentiality", "Representations", "Capitalization", "Intellectual Property", "Adjustments", "General", "Terms", "Brokers", "Authority", "Counterparts", "Submission To Jurisdiction", "Terminations", "Applicable Laws", "Entire Agreements", "Consent To Jurisdiction", "Indemnifications", "Withholdings", "Amendments", "Venues", "Participations", "Death", "Base Salary", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Any notice, consent, request or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same.\u00a0 Such notice, consent, request or demand may be hand delivered, but if it is mailed to a Party, it shall be sent by electronic mail, United States mail, or other nationally recognized courier, postage prepaid, addressed to such Party\u2019s last known address.\u00a0 The date of such mailing shall be deemed the date of notice, consent, request or demand.", "references": ["Miscellaneous", "Closings", "Brokers", "Vesting", "Erisa", "Severability", "Capitalization", "Waivers", "Remedies", "Representations", "Interests", "Approvals", "Assigns", "Existence", "Confidentiality", "Interpretations", "Organizations", "Forfeitures", "Submission To Jurisdiction", "Solvency", "Participations", "Successors", "Further Assurances", "Counterparts", "Subsidiaries", "No Defaults", "Assignments", "Definitions", "Agreements", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "Company and Trustee shall coordinate all publicity relating to the transactions contemplated by this Agreement and no Party shall issue any press release, publicity statement or other public notice relating to this Agreement or any of the transactions contemplated hereby without obtaining the prior consent of the other Parties, except to the extent that legal counsel to any Party shall deliver a written opinion to the other Parties to the effect that a particular action is required by applicable Rules.", "references": ["Brokers", "Further Assurances", "Specific Performance", "Compliance With Laws", "Forfeitures", "Titles", "Sales", "Releases", "General", "Authorizations", "Costs", "Assigns", "Waivers", "Remedies", "Consents", "Effectiveness", "Cooperation", "Indemnifications", "Positions", "No Defaults", "Headings", "Insurances", "Enforceability", "Effective Dates", "Representations", "Vacations", "Capitalization", "Death", "Confidentiality", "Erisa", "Publicity"], "gold": ["Publicity"]}
+{"input": "Each party\u2019s obligations under this Section 16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Tax Withholdings", "Publicity", "Binding Effects", "Miscellaneous", "Use Of Proceeds", "Death", "Construction", "Notices", "Authority", "Solvency", "Modifications", "Warranties", "Effective Dates", "Venues", "Headings", "Severability", "No Waivers", "Base Salary", "Agreements", "Further Assurances", "Qualifications", "Payments", "Subsidiaries", "Powers", "Anti-Corruption Laws", "Records", "Successors", "Entire Agreements", "Existence", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "The Plan shall be construed and governed in all respects according to the laws of the State of New York, where it is adopted, without regard to principles of conflict of laws.", "references": ["Sanctions", "Counterparts", "Vacations", "Brokers", "Notices", "Successors", "Further Assurances", "Base Salary", "Solvency", "Waivers", "No Waivers", "Capitalization", "Compliance With Laws", "Anti-Corruption Laws", "Terms", "Adjustments", "Representations", "Effective Dates", "Interpretations", "Disability", "Tax Withholdings", "Authorizations", "Fees", "Miscellaneous", "Remedies", "Venues", "Authority", "Construction", "Entire Agreements", "Consent To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as otherwise specifically provided herein this Agreement, each party shall bear and pay all costs and expenses (including legal and accounting fees and expenses) incurred by it in connection with this Agreement and the Transaction contemplated hereby.", "references": ["Base Salary", "Adjustments", "Assigns", "Books", "Duties", "Authorizations", "Representations", "Jurisdictions", "Terminations", "Releases", "Binding Effects", "Withholdings", "Disclosures", "Notices", "Severability", "Participations", "Governing Laws", "Indemnifications", "Specific Performance", "Venues", "Subsidiaries", "Positions", "Anti-Corruption Laws", "Closings", "No Defaults", "Erisa", "Transactions With Affiliates", "Interpretations", "Organizations", "Qualifications", "Expenses"], "gold": ["Expenses"]}
+{"input": "Notwithstanding any provision of this Agreement, the payments and benefits described in Sections 5.1.2 , 5.1.3 , 5.6 , 7.1.4 and any other Section that incorporates such payment requirements are conditioned on (a) Executive\u2019s execution and delivery to the Company of a release substantially identical to that attached hereto as Exhibit A in a manner consistent with the requirements of the Older Workers Benefit Protection Act, if applicable, and any applicable state law (the \u201c Release \u201d), and (b) Executive\u2019s compliance with the Restrictive Covenants set forth in Section 7 of this Agreement. A breach of the Restrictive Covenants by Executive shall constitute a breach of this Agreement, which shall relieve the Company of any further payment obligation under Sections 5.1.2 , 5.1.3 , 5.6 , and 7.1.4 .", "references": ["Existence", "Interests", "Withholdings", "Assigns", "Successors", "Change In Control", "Fees", "Effective Dates", "No Waivers", "Subsidiaries", "Waivers", "Erisa", "Warranties", "Confidentiality", "Capitalization", "Adjustments", "Amendments", "Submission To Jurisdiction", "Effectiveness", "Applicable Laws", "Compliance With Laws", "Indemnifications", "Titles", "Entire Agreements", "Assignments", "Forfeitures", "Agreements", "Disability", "Intellectual Property", "Jurisdictions", "Releases"], "gold": ["Releases"]}
+{"input": "Purchasers may terminate this Agreement (i) at any time prior to the Closing Date by written notice signed by all Purchasers to Company if Purchasers shall decline to purchase the Subordinated Notes for any reason permitted by this Agreement or (ii) on the Closing Date if any condition described in Section 3.2 is not fulfilled by the Company or waived in writing by the Purchasers on or prior to the Closing Date.\u00a0 Any termination pursuant to this Section shall be without liability on the part of (i) Company to Purchasers or (ii) Purchasers to Company.", "references": ["Sanctions", "Adjustments", "Survival", "Transactions With Affiliates", "Forfeitures", "Financial Statements", "No Waivers", "Titles", "General", "Employment", "Agreements", "Modifications", "Indemnity", "Liens", "Specific Performance", "Amendments", "Records", "Withholdings", "Qualifications", "Defined Terms", "Entire Agreements", "Miscellaneous", "No Defaults", "Use Of Proceeds", "Enforceability", "Binding Effects", "Capitalization", "Jurisdictions", "Sales", "Releases", "Terminations"], "gold": ["Terminations"]}
+{"input": "The provisions of Sections 2(e) through Section 2(h) shall only apply in respect of those subsidiaries to whom Grantee provided his services, for whom he was responsible or with whom he was otherwise materially concerned in the period of twelve (12) months prior to the Date of Termination. The obligations under those provisions shall, with respect to each subsidiary, constitute a distinct and separate covenant and the invalidity or unenforceability of any such covenant shall not affect the validity or enforceability of the covenants in favor of any other Company. In relation to each subsidiary referred to in this Section 13, the Company contracts as trustee and agent for the benefit of each such subsidiary.", "references": ["Tax Withholdings", "Employment", "Effective Dates", "No Waivers", "Litigations", "Brokers", "Payments", "Titles", "Withholdings", "Assignments", "Severability", "Indemnity", "Confidentiality", "Integration", "Submission To Jurisdiction", "Use Of Proceeds", "Vacations", "Sanctions", "Death", "No Defaults", "Intellectual Property", "Terminations", "Records", "Vesting", "Solvency", "Enforceability", "Definitions", "Publicity", "Warranties", "Arbitration", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Exchange Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.", "references": ["Sanctions", "Authority", "Fees", "Modifications", "Existence", "Expenses", "Sales", "Adjustments", "Positions", "Subsidiaries", "Withholdings", "Qualifications", "Liens", "Powers", "Effective Dates", "Consents", "Forfeitures", "Tax Withholdings", "Use Of Proceeds", "Death", "Jurisdictions", "Insurances", "Warranties", "Employment", "Transactions With Affiliates", "Definitions", "Headings", "Costs", "Compliance With Laws", "Interests", "Notices"], "gold": ["Notices"]}
+{"input": "Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law.\u00a0 Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.\u00a0 Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary\u2019s (as the case may be) obligations under this Agreement, any remedy at law would inadequate relief to the Buyers.\u00a0 The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security.\u00a0 The remedies provided in this Agreement shall be cumulative and in addition to all other remedies available under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief).", "references": ["Adjustments", "Modifications", "Publicity", "Governing Laws", "Assignments", "Venues", "Records", "Capitalization", "Powers", "Use Of Proceeds", "Specific Performance", "Compliance With Laws", "Assigns", "Interpretations", "Organizations", "Terminations", "Indemnifications", "Duties", "Withholdings", "Jurisdictions", "Taxes", "Authority", "Successors", "Sales", "Warranties", "Books", "Insurances", "Enforceability", "Erisa", "Applicable Laws", "Remedies"], "gold": ["Remedies"]}
+{"input": "Any notice or other communication required or permitted hereunder must be in writing and must be delivered personally, or sent by certified, registered or express mail, postage prepaid. Any such notice will be deemed given when so delivered personally or, if mailed, three days after the date of deposit in the United States mail, in the case of the Company to 12420 Stonebridge Road, Roanoke, Indiana 46783, Attn: Corporate Secretary, and, in the case of the Participant, to the last known address of the Participant in the Company's records.", "references": ["Construction", "Litigations", "Agreements", "Specific Performance", "Definitions", "Cooperation", "Subsidiaries", "Counterparts", "Applicable Laws", "Employment", "Defined Terms", "Headings", "Sanctions", "Vesting", "Consent To Jurisdiction", "Taxes", "Confidentiality", "Solvency", "Releases", "Terms", "Sales", "No Conflicts", "Assignments", "Enforceability", "Records", "Insurances", "Governing Laws", "Books", "Titles", "Successors", "Notices"], "gold": ["Notices"]}
+{"input": "The Administrative Agent shall have received a certificate of the chief financial officer of the Borrower (or another authorized financial officer the Borrower) certifying the Solvency of the Borrower substantially in the form of Exhibit\u00a0T .", "references": ["No Conflicts", "Counterparts", "Authorizations", "Powers", "Further Assurances", "Amendments", "Waiver Of Jury Trials", "Erisa", "Agreements", "No Waivers", "Employment", "Specific Performance", "Definitions", "Organizations", "Anti-Corruption Laws", "Costs", "Taxes", "Miscellaneous", "Jurisdictions", "Remedies", "Confidentiality", "Terminations", "Assigns", "Transactions With Affiliates", "Benefits", "Warranties", "Modifications", "Disability", "Capitalization", "Notices", "Solvency"], "gold": ["Solvency"]}
+{"input": "The parties agree that all disputes arising under or in connection with this Agreement, and any and all claims by the Executive relating to this employment with the Company, will be submitted to arbitration to the American Arbitration Association ( \u201cAAA\u201d ) in Boston or the AAA location closest to the location of the Company\u2019s headquarters where the Executive most recently served as CFO and shall proceed under the AAA\u2019s rules then prevailing employment rules. Notwithstanding the foregoing, any court with jurisdiction over the parties may have jurisdiction over any action brought with regard to or any action brought to enforce any violation or claimed violation of this Agreement; provided the Executive shall be entitled to bring claims in court following the issuance of an award in conjunction with any claim the Executive brings. The parties each hereby specifically submit to the personal jurisdiction of any federal or state court located in Boston, Massachusetts for any such action and further agree that service of process may be made within or without Boston by giving notice in the manner provided herein. Each party hereby waives any right to a trial by jury in any dispute between them. Costs of the arbitration or litigation, including without limitation, attorney\u2019s fees of both parties, shall be borne by the Company, provided that if the arbitrator(s) determine that the claims or defenses of the Executive were without any reasonable basis, each party shall bear his or its own costs.", "references": ["Agreements", "Assigns", "Consents", "Notices", "Cooperation", "Severability", "Terminations", "Effectiveness", "Interests", "Representations", "Releases", "Participations", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Tax Withholdings", "Authority", "Remedies", "Indemnifications", "Base Salary", "Insurances", "Further Assurances", "Records", "Subsidiaries", "Benefits", "Miscellaneous", "Brokers", "Waivers", "Costs", "Expenses", "Withholdings", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "For purposes of this Section \u00a03.01 , the term \u201cLender\u201d includes any L/C Issuer and the term \u201capplicable Law\u201d includes FATCA.", "references": ["Disclosures", "Effective Dates", "Warranties", "Positions", "Use Of Proceeds", "Agreements", "Organizations", "Assigns", "Indemnity", "Anti-Corruption Laws", "Forfeitures", "Miscellaneous", "No Conflicts", "Integration", "Consents", "Disability", "Jurisdictions", "Capitalization", "Approvals", "Definitions", "Financial Statements", "Subsidiaries", "Modifications", "Duties", "Cooperation", "Terminations", "Survival", "Sanctions", "Withholdings", "Representations", "Terms"], "gold": ["Terms"]}
+{"input": "The execution, delivery and performance by each Obligor of each Note Document to which such Person is a party, and the consummation of the Transaction (a) are within such Obligor\u2019s corporate or other powers, (b) have been duly authorized by all necessary corporate, limited liability company or other organizational action and (c) do not and will not (i) contravene the terms of any of such Person\u2019s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than under the Note Documents and other than Liens permitted under Section 10.1 ), (iii) violate or require any payment to be made under any Contractual Obligation to which such Person is a party or affecting such Person or the Properties of such Person or any of its Restricted Subsidiaries, or (iv) violate any material Requirement of Law; except, with respect to any conflict, breach, contravention or payment (but not creation of Liens) referred to in clause (b) , to the extent that such conflict, breach, contravention or payment would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Consent To Jurisdiction", "Successors", "Interpretations", "Costs", "Assigns", "Titles", "Indemnifications", "Positions", "Jurisdictions", "Closings", "Qualifications", "Survival", "Non-Disparagement", "Litigations", "Releases", "Notices", "Consents", "Organizations", "Fees", "Waiver Of Jury Trials", "Duties", "Existence", "Construction", "Miscellaneous", "Intellectual Property", "Transactions With Affiliates", "Compliance With Laws", "Benefits", "Change In Control", "Arbitration", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "(a)\u00a0 Unless otherwise required by applicable law, all payments made by or on account of the Borrowers under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, excluding (i)\u00a0net income taxes and franchise taxes (imposed in lieu of net income taxes) and branch profits taxes imposed on the Administrative Agent, any Lender or any Transferee (x)\u00a0as a result of such Administrative Agent, Lender or Transferee being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (y)\u00a0that are Other Connection Taxes, (ii)\u00a0U.S. Federal withholding taxes imposed on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (x)\u00a0such Lender acquires such interest in the Loan (other than pursuant to an assignment request by a Borrower under Section\u00a011.11) or (y)\u00a0such Lender changes its lending office, except in each case to the extent that, pursuant to this Section\u00a02.18, amounts with respect to such taxes were payable either to such Lender\u2019s assignor immediately before such Lender acquired the applicable interest in a Loan or to such Lender immediately before it changed its lending office, (iii)\u00a0any taxes attributable to a Lender\u2019s failure to comply with the requirements of Section\u00a02.18(d), and (iv)\u00a0any U.S. Federal withholding taxes imposed under FATCA.\u00a0 If any such non-excluded taxes, levies, imposts, duties, charges, fees deductions or withholdings imposed on or with respect to any payment made by or on account of any obligation of any Borrower under this Agreement (\u201c Non-Excluded Taxes \u201d) are required to be withheld from any amounts payable to the Administrative Agent or any Lender (or Transferee) hereunder, the amounts so payable by the applicable Borrower shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (or Transferee) (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement.\u00a0 Whenever any Non-Excluded Taxes are payable by any Borrower, as promptly as possible thereafter such Borrower shall send to the Administrative Agent for its own account or for the account of such Lender (or Transferee), as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof.\u00a0 If any Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Lenders (or Transferees) for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender (or Transferee) as a result of any such failure.\u00a0 The obligations contained in this Section\u00a02.18 shall survive the termination of this Agreement and the payment of all other amounts payable hereunder.", "references": ["Adjustments", "Costs", "Notices", "Tax Withholdings", "Closings", "Participations", "Withholdings", "Submission To Jurisdiction", "Terms", "Capitalization", "Releases", "Employment", "Sales", "Interests", "Intellectual Property", "Specific Performance", "Indemnifications", "Non-Disparagement", "Use Of Proceeds", "Agreements", "Jurisdictions", "Consent To Jurisdiction", "Amendments", "Defined Terms", "Modifications", "Powers", "Benefits", "Change In Control", "Survival", "Interpretations", "Taxes"], "gold": ["Taxes"]}
+{"input": "During and after his employment, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive's behalf in his name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company's request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Executive's subsequent incapacity.", "references": ["Disability", "Non-Disparagement", "Counterparts", "Litigations", "Waivers", "Governing Laws", "Withholdings", "Interpretations", "Existence", "Authority", "Employment", "Confidentiality", "Assigns", "Agreements", "Defined Terms", "Records", "Subsidiaries", "Authorizations", "Effective Dates", "Waiver Of Jury Trials", "Sales", "Erisa", "Consents", "Vacations", "Titles", "Indemnity", "Positions", "No Defaults", "No Waivers", "Enforcements", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Except to the extent required by law (e.g., to submit a tax return or compliance with a lawful subpoena), Employee warrants that he has not disclosed, and promises that he will not disclose, the offer or payment of severance benefits for any reason to any person other than members of his immediate family and professional representatives, who shall be informed of and bound by the same promise of confidentiality.", "references": ["Vesting", "Confidentiality", "Records", "Modifications", "Governing Laws", "Approvals", "Books", "Enforceability", "No Waivers", "Effective Dates", "Miscellaneous", "Effectiveness", "Indemnifications", "Entire Agreements", "Consents", "Death", "General", "Intellectual Property", "Venues", "Definitions", "Fees", "Counterparts", "Insurances", "Construction", "Change In Control", "Non-Disparagement", "Arbitration", "Cooperation", "Employment", "Expenses", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Parties may modify and agree upon the definitive engineering approach, footprint of the Manufacturing Suite, or the Timeline, taking into account parameters such as the exact design of the space, space classifications, code requirements, Equipment, materials, personnel, waste stream process flows, equipment sizing and utility requirements. For example, feasibility work and/or engineering runs may be executed prior to completion of operational qualification, if mutually agreed upon by both parties. Any such modifications shall be discussed by the Steering Committee but shall not take effect until agreed in writing (including as to any consequential fees and costs or savings relating thereto) and duly executed by the Parties, provided that the selection and use of stability material (including the selection of materials to be used for generation of the stability data to be used in the post approval inspection) shall be agreed by the Parties. By way of example an alternate non-contractual timeline that Client may choose to pursue is set out in Exhibit E and if so the Parties shall work together to achieve this Timeline provided that it is compliant with GMP). The alternate timeline in Exhibit E shall not form part of this Agreement unless the Parties agree to incorporate it by a written amendment that is executed by the Parties (such agreement not to be unreasonably withheld).", "references": ["Taxes", "Remedies", "Employment", "Authorizations", "Governing Laws", "Specific Performance", "Definitions", "Further Assurances", "Binding Effects", "Brokers", "Survival", "No Conflicts", "Indemnity", "Agreements", "Submission To Jurisdiction", "Terms", "Waiver Of Jury Trials", "Tax Withholdings", "Assignments", "Releases", "Indemnifications", "Subsidiaries", "Enforceability", "Effectiveness", "Counterparts", "Books", "Sanctions", "Entire Agreements", "Solvency", "Closings", "Modifications"], "gold": ["Modifications"]}
+{"input": "During the Term, Executive shall be paid a base salary (\u201cBase Salary\u201d) of $66,666.67 per month (or $800,000 on an annualized basis), subject to applicable withholding, in accordance with the Company\u2019s normal payroll procedures. Executive\u2019s Base Salary shall be reviewed on an annual basis by the Board for possible increase (but not decrease) based on the Company\u2019s operating results and financial condition, salaries paid to other Company executives, and general marketplace and other applicable considerations. Such increased Base Salary, if any, shall then constitute Executive\u2019s \u201cBase Salary\u201d for purposes of this Agreement.", "references": ["Modifications", "Financial Statements", "Construction", "Terms", "Vacations", "No Conflicts", "Sanctions", "Solvency", "No Waivers", "Approvals", "Indemnity", "Counterparts", "Use Of Proceeds", "Assignments", "Representations", "Benefits", "No Defaults", "Payments", "Submission To Jurisdiction", "Applicable Laws", "Entire Agreements", "Specific Performance", "Erisa", "Publicity", "Definitions", "Waiver Of Jury Trials", "Waivers", "Defined Terms", "Agreements", "Insurances", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this Agreement to an officer of the Company designated by the Administrator (hereinafter the \u201cdesignee\u201d). In fulfilling its responsibilities hereunder, the Administrator or its designee may rely upon documents, written statements of the parties or such other material as the Administrator or its designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its designee and that any decision of the Administrator or its designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.", "references": ["Jurisdictions", "Tax Withholdings", "Expenses", "Solvency", "Financial Statements", "Cooperation", "Subsidiaries", "Qualifications", "Interests", "Erisa", "Intellectual Property", "Assignments", "Existence", "Effective Dates", "Withholdings", "No Defaults", "Enforceability", "No Waivers", "Releases", "Survival", "Payments", "Records", "Waivers", "General", "Construction", "Litigations", "Adjustments", "Compliance With Laws", "Notices", "Amendments", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to issue the Warrant and Warrant Shares and to carry out and perform all of its obligations hereunder. This Warrant has been duly authorized, executed and delivered on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally. Any person executing this Warrant on behalf of the Company is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to execute and deliver this Warrant.", "references": ["Definitions", "Assigns", "Modifications", "Severability", "Approvals", "Miscellaneous", "Terms", "Duties", "Assignments", "Specific Performance", "Enforcements", "Notices", "Expenses", "Indemnity", "Insurances", "Successors", "Records", "Enforceability", "Publicity", "Consents", "Effectiveness", "Non-Disparagement", "Death", "Costs", "Agreements", "Applicable Laws", "Interpretations", "Entire Agreements", "Existence", "Transactions With Affiliates", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "No representation or warranty of Skyline Medical in this Agreement, nor any statement, certificate or other document furnished or to be furnished by Skyline Medical pursuant hereto, nor the exhibits and schedules hereto, contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.", "references": ["Adjustments", "Fees", "Sanctions", "Consent To Jurisdiction", "Amendments", "Insurances", "Vesting", "Anti-Corruption Laws", "Indemnity", "Modifications", "Change In Control", "Existence", "Cooperation", "Authorizations", "Publicity", "Compliance With Laws", "Arbitration", "Litigations", "Closings", "Agreements", "Construction", "Headings", "Employment", "Indemnifications", "Further Assurances", "Vacations", "Confidentiality", "Liens", "Powers", "Consents", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Each of the Company and the Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Agreement and the transactions contemplated hereby, including attorneys\u2019 fees incurred in connection with the negotiation and execution of this Agreement and all other activities related to the foregoing.", "references": ["Positions", "Benefits", "Binding Effects", "Forfeitures", "Severability", "Terms", "Venues", "Records", "Closings", "No Waivers", "Sales", "Releases", "Applicable Laws", "Successors", "Insurances", "Survival", "No Defaults", "Litigations", "Participations", "Erisa", "Anti-Corruption Laws", "Costs", "Vesting", "Counterparts", "Warranties", "Entire Agreements", "Authorizations", "Liens", "Duties", "Enforcements", "Expenses"], "gold": ["Expenses"]}
+{"input": "The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding on the Company\u2019s successors and assigns. This Agreement may be assigned by the Company to any legal successor to the Company\u2019s business by means of liquidation, dissolution, merger, consolidation, transfer of assets or otherwise, or to an entity that purchases all or substantially all of the assets of the Company, but not otherwise without the prior written consent of the Executive. In the event the Company assigns this Agreement as permitted by this Agreement and the Executive remains employed by the assignee, the \u201cCompany\u201d as defined herein will refer to the assignee and the Executive will not be deemed to have terminated his employment hereunder until the Executive terminates his employment with the assignee. The Executive may not assign this Agreement.", "references": ["Use Of Proceeds", "Records", "Intellectual Property", "Notices", "Subsidiaries", "Venues", "Successors", "Submission To Jurisdiction", "Indemnifications", "Litigations", "Employment", "Headings", "Applicable Laws", "Releases", "Integration", "Change In Control", "Defined Terms", "Specific Performance", "Consent To Jurisdiction", "Base Salary", "Transactions With Affiliates", "Arbitration", "Tax Withholdings", "Definitions", "Liens", "Payments", "General", "Governing Laws", "Approvals", "Severability", "Assignments"], "gold": ["Assignments"]}
+{"input": "Subject to Section 6.4 , this Agreement shall terminate automatically without any notice or other action by any Person, upon the first to occur of (i)\u00a0the valid termination of the Merger Agreement in accordance with its terms, (ii)\u00a0the Effective Time, and (iii)\u00a0the mutual written consent of Parent and Shareholder.", "references": ["No Defaults", "Confidentiality", "Erisa", "Death", "Successors", "Waivers", "Subsidiaries", "Disclosures", "Qualifications", "Effectiveness", "Assignments", "Notices", "Indemnity", "Enforcements", "Duties", "Authorizations", "Construction", "Closings", "Fees", "Forfeitures", "Agreements", "Financial Statements", "Brokers", "Headings", "Integration", "No Waivers", "Approvals", "Definitions", "Books", "Litigations", "Terminations"], "gold": ["Terminations"]}
+{"input": "If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section \u00a06.7 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.", "references": ["Defined Terms", "Arbitration", "Warranties", "Cooperation", "Costs", "Miscellaneous", "No Waivers", "Agreements", "Enforcements", "Forfeitures", "Anti-Corruption Laws", "Indemnity", "Financial Statements", "Compliance With Laws", "Binding Effects", "Duties", "Existence", "Publicity", "Confidentiality", "Entire Agreements", "Survival", "Authority", "Insurances", "General", "Death", "Interpretations", "Subsidiaries", "Terminations", "Base Salary", "Approvals", "Severability"], "gold": ["Severability"]}
+{"input": "During the Employment Period, the Executive will be entitled to receive such other benefits approved by the Reporting Officer and made available to similarly situated senior executives of the Company, including health insurance, disability insurance, and 401(K) benefits. At all times the Company agrees to maintain Director\u2019s and Officer\u2019s Liability coverage for the Executive. Nothing contained in this Agreement shall prevent the Company from changing insurance carriers or otherwise modifying the Company\u2019s employee benefit programs.", "references": ["Assigns", "Vesting", "Employment", "Titles", "Further Assurances", "Compliance With Laws", "No Defaults", "Books", "Fees", "Insurances", "Organizations", "Modifications", "Terms", "Solvency", "Construction", "Enforceability", "No Conflicts", "Existence", "Participations", "Disclosures", "Taxes", "Withholdings", "Litigations", "Tax Withholdings", "Effective Dates", "Defined Terms", "Entire Agreements", "Definitions", "Sanctions", "Binding Effects", "Benefits"], "gold": ["Benefits"]}
+{"input": "Effective immediately, your Base Salary will increase to $1,000,000.", "references": ["Defined Terms", "Payments", "Litigations", "Records", "Governing Laws", "Notices", "Expenses", "Terms", "Vacations", "Existence", "Headings", "Adjustments", "Amendments", "Consents", "No Waivers", "Insurances", "Construction", "Transactions With Affiliates", "Remedies", "Titles", "Publicity", "Entire Agreements", "Counterparts", "Powers", "Interpretations", "Applicable Laws", "Consent To Jurisdiction", "Approvals", "Authority", "Releases", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement may be executed in counterparts each of which will be deemed an original, and such counterparts when taken together shall constitute but one agreement.", "references": ["General", "Interests", "Authority", "Transactions With Affiliates", "Interpretations", "Withholdings", "Applicable Laws", "Publicity", "Consent To Jurisdiction", "Change In Control", "Intellectual Property", "Litigations", "Venues", "Vesting", "Miscellaneous", "Construction", "Arbitration", "Books", "Terminations", "Confidentiality", "Subsidiaries", "Capitalization", "No Defaults", "Anti-Corruption Laws", "Notices", "Death", "Cooperation", "Survival", "Headings", "Solvency", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as otherwise expressly set forth herein, this Agreement and the other Transaction Documents constitute the entire agreement among the parties hereto pertaining to the subject matters hereof and thereof, and fully supersede any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.", "references": ["Subsidiaries", "Arbitration", "Agreements", "Positions", "Headings", "Amendments", "Enforcements", "Use Of Proceeds", "Jurisdictions", "Effectiveness", "Terminations", "Severability", "Interpretations", "Waivers", "Miscellaneous", "Survival", "Change In Control", "Interests", "Books", "Forfeitures", "Disability", "Releases", "Submission To Jurisdiction", "Transactions With Affiliates", "Approvals", "Anti-Corruption Laws", "Definitions", "Publicity", "Venues", "Erisa", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Obligor and each Lender hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby.", "references": ["Employment", "Adjustments", "Titles", "Governing Laws", "Authorizations", "Powers", "Liens", "Consents", "Existence", "No Waivers", "Modifications", "Financial Statements", "Closings", "Agreements", "Disclosures", "Terms", "Submission To Jurisdiction", "Forfeitures", "Headings", "Participations", "Compliance With Laws", "Consent To Jurisdiction", "Withholdings", "Miscellaneous", "General", "Cooperation", "Defined Terms", "Counterparts", "Erisa", "Representations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "As the Parties acknowledge and agree that each has been given the opportunity independently to review this Agreement with legal counsel and agree to the particular language of the provisions, this Agreement shall not be interpreted by rules of construction providing for interpretation against the drafter.", "references": ["Sales", "Submission To Jurisdiction", "Jurisdictions", "Vacations", "Duties", "Waivers", "Amendments", "Employment", "Releases", "Interests", "Financial Statements", "Vesting", "No Waivers", "Successors", "Defined Terms", "Expenses", "Warranties", "Applicable Laws", "Powers", "Effective Dates", "Closings", "Effectiveness", "Consents", "Integration", "Capitalization", "Titles", "Notices", "Terminations", "Anti-Corruption Laws", "Terms", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "If Executive signs and returns to the Company a copy of this Agreement, Executive has a period of seven (7) days (\u201c Revocation Period \u201d) following the date of such execution to revoke this Agreement, after which time this Agreement will become effective (\u201c Effective Date \u201d) if not previously revoked. In order for the revocation to be effective, written notice must be received by the Company no later than close of business on the seventh day after Executive signs this Agreement at which time the Revocation Period shall expire.", "references": ["Severability", "Effectiveness", "Brokers", "No Conflicts", "Anti-Corruption Laws", "Fees", "Non-Disparagement", "Authorizations", "Arbitration", "Costs", "Benefits", "Indemnity", "Transactions With Affiliates", "Miscellaneous", "Authority", "Specific Performance", "Submission To Jurisdiction", "Employment", "Sanctions", "Agreements", "Consents", "Successors", "Remedies", "Headings", "Governing Laws", "Positions", "Interpretations", "Solvency", "Enforceability", "Assignments", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a)\u00a0in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b)\u00a0transactions between or among the Borrower and any wholly-owned Subsidiaries not involving any other Affiliate, (c)\u00a0any transaction permitted by Section\u00a06.01 , 6.03 , 6.04 or 6.07 , (d)\u00a0employment, indemnification, benefits and compensation arrangements (including arrangements made with respect to bonuses and equity-based awards) entered into in the ordinary course of business with members of the board of directors or officers and employees of the Borrower and its Subsidiaries, (e)\u00a0payment of employee compensation in the ordinary course of business to any Affiliate who is an individual in such Person\u2019s capacity as an officer, employee or consultant of the Borrower or any of its Subsidiaries, (f) intercompany transactions among the Borrower and its wholly owned Subsidiaries for the purpose of improving the consolidated tax efficiency of the Borrower and its Subsidiaries, to the extent such transactions are otherwise permitted under this Agreement, (g) payments by the Borrower and its Subsidiaries pursuant to tax sharing agreements among the Borrower and its Subsidiaries on customary terms that require each party to make payments when such taxes are due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party calculated on a separate return basis and payments to the party generating tax benefits and credits of amounts equal to the value of such tax benefits and credits made available to the group by such party; and (h) transactions between the Borrower or any Subsidiary and any Person, a member of the governing board of which is also a member of the governing board of the Borrower or a Subsidiary which are expressly approved by the governing board of the Borrower or such Subsidiary, provided , however, that such member abstains from voting as a member of the governing board of the Borrower or such Subsidiary on any matter involving such other Person.", "references": ["Notices", "Confidentiality", "Assignments", "Authorizations", "Brokers", "Indemnifications", "Further Assurances", "Severability", "Withholdings", "Change In Control", "Employment", "Indemnity", "Miscellaneous", "Litigations", "Books", "Entire Agreements", "Expenses", "Forfeitures", "Publicity", "Intellectual Property", "Successors", "Interpretations", "Releases", "Qualifications", "Vesting", "Enforcements", "Existence", "Waivers", "Sales", "Payments", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "(i) In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of Seelos' other obligations under the Transaction Documents, Seelos shall defend, protect, indemnify and hold harmless each Buyer and each other holder of the Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the \" Indemnitees \") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including attorneys' fees and disbursements (the \" Indemnified Liabilities \"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by Seelos in the Transaction Documents or any other certificate, instrument or document of Seelos contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of Seelos contained in the Transaction Documents or any other certificate, instrument or document of Seelos contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of Seelos or Apricus) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any disclosure made by such Buyer pursuant to Section 5(j), or (iii) the status of such Buyer or holder of the Securities as an investor in Seelos pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking by Seelos may be unenforceable for any reason, Seelos shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 10(k)(i) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.", "references": ["Duties", "Entire Agreements", "Assigns", "Agreements", "Non-Disparagement", "Further Assurances", "Applicable Laws", "Jurisdictions", "Positions", "Enforcements", "Survival", "Disclosures", "Enforceability", "Approvals", "Vacations", "Terminations", "Headings", "Adjustments", "Waiver Of Jury Trials", "General", "Binding Effects", "Construction", "Use Of Proceeds", "Closings", "Modifications", "Severability", "Disability", "Submission To Jurisdiction", "No Waivers", "Base Salary", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholders\u2019 equity, of Obligors and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present in all material respects the financial positions and results of operations of Obligors and Subsidiaries at the dates and for the periods indicated and, for unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Since January\u00a031, 2018, there has been no change in the condition, financial or otherwise, of any Obligor or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent or Lenders contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement when taken as a whole not materially misleading. It being understood that (A)\u00a0projections are by their nature subject to significant uncertainties and contingencies, many of which are beyond the Obligors\u2019 control, (B)\u00a0actual results may differ materially from the projections and such variations may be material and (C)\u00a0the projections are not a guarantee of performance. The Obligors and their Subsidiaries are Solvent on a consolidated basis.", "references": ["Arbitration", "Warranties", "Insurances", "Compliance With Laws", "Construction", "Disability", "Taxes", "Authority", "Qualifications", "Anti-Corruption Laws", "Further Assurances", "Brokers", "Vacations", "Employment", "Payments", "Vesting", "No Defaults", "Miscellaneous", "General", "Effectiveness", "Interpretations", "Defined Terms", "Assigns", "Enforceability", "Positions", "Survival", "Publicity", "Remedies", "Withholdings", "Litigations", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Table of Contents and the captions and headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.", "references": ["Definitions", "Confidentiality", "Books", "Brokers", "Approvals", "Authorizations", "Employment", "Withholdings", "Interests", "Cooperation", "Governing Laws", "Compliance With Laws", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Organizations", "Indemnity", "Assigns", "Effective Dates", "Remedies", "Integration", "Vesting", "Warranties", "Expenses", "Existence", "Use Of Proceeds", "No Waivers", "Venues", "Subsidiaries", "Records", "Financial Statements", "Headings"], "gold": ["Headings"]}
+{"input": "All notices, deliveries and other communications pursuant to this Agreement will be in writing and will be deemed given if delivered personally, telecopied, delivered by globally recognized express delivery service or electronic mail to the Parties at the addresses or facsimile numbers set forth below or to such other address or facsimile number as the Party to whom notice is to be given may have furnished to the other Party hereto in writing in accordance herewith. Any such notice, delivery or communication will be deemed to have been delivered and received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of telecopy, on the Business Day after the day that the Party giving notice receives electronic confirmation of sending from the sending telecopy machine, (c) in the case of a globally recognized express delivery service, on the Business Day that receipt by the addressee is confirmed pursuant to the service\u2019s systems and (d) in the case of electronic mail sent prior to the close of normal business hours on a Business Day, on the date of sending (or on the next Business Day if sent after the close of normal business hours or on any non-Business Day).", "references": ["Enforcements", "Authorizations", "Positions", "Erisa", "Survival", "Indemnifications", "Death", "Agreements", "Assigns", "Successors", "Base Salary", "Change In Control", "Use Of Proceeds", "Warranties", "Titles", "Subsidiaries", "Waiver Of Jury Trials", "Records", "Powers", "Applicable Laws", "General", "Existence", "Forfeitures", "No Conflicts", "Litigations", "Assignments", "Representations", "Employment", "Arbitration", "Payments", "Notices"], "gold": ["Notices"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) which (i)\u00a0adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)\u00a0could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the Company\u2019s knowledge, any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Indemnity", "Expenses", "Notices", "Terms", "Indemnifications", "No Conflicts", "Adjustments", "Agreements", "Warranties", "Existence", "Counterparts", "Remedies", "Powers", "Positions", "Survival", "Records", "Specific Performance", "Arbitration", "Miscellaneous", "Consent To Jurisdiction", "Vesting", "Vacations", "Duties", "Releases", "Forfeitures", "Confidentiality", "Fees", "Qualifications", "Authority", "Organizations", "Litigations"], "gold": ["Litigations"]}
+{"input": "Headings in this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.", "references": ["General", "Positions", "Consent To Jurisdiction", "Costs", "Remedies", "Tax Withholdings", "Sanctions", "Employment", "Benefits", "No Defaults", "Definitions", "Warranties", "Brokers", "Insurances", "Records", "Venues", "Integration", "Expenses", "Effectiveness", "Defined Terms", "Taxes", "Intellectual Property", "Vacations", "Financial Statements", "Adjustments", "Amendments", "Confidentiality", "Notices", "Successors", "Interpretations", "Headings"], "gold": ["Headings"]}
+{"input": "Ike Bams and Richard Jennings.", "references": ["Venues", "Organizations", "Entire Agreements", "Records", "Adjustments", "Base Salary", "Existence", "Publicity", "Closings", "Jurisdictions", "Employment", "Anti-Corruption Laws", "Withholdings", "Warranties", "Terms", "Submission To Jurisdiction", "General", "Vesting", "No Waivers", "Death", "Positions", "Approvals", "Capitalization", "Assignments", "Sales", "Indemnifications", "Enforceability", "Governing Laws", "Tax Withholdings", "Qualifications", "Brokers"], "gold": ["Brokers"]}
+{"input": "The Company shall pay the Employee a base salary (the \u201c Base Salary \u201d) at the monthly rate of $15,000 (U.S.), payable at such times as the Company customarily pays its other senior level Employees (but in any event no less often than monthly). The Base Salary shall be subject to all state, federal and local payroll tax withholding and any other withholdings required by law. The Employee\u2019s Base Salary may be increased by the Chief Executive Officer, the Board or any party delegated by the Board. Once increased, such increased amount shall constitute the Employee\u2019s Base Salary.", "references": ["Miscellaneous", "Waivers", "Indemnifications", "Change In Control", "Books", "Tax Withholdings", "Expenses", "Insurances", "Authorizations", "Successors", "Disability", "Counterparts", "Approvals", "Withholdings", "Venues", "Titles", "Vacations", "Further Assurances", "Subsidiaries", "Intellectual Property", "Costs", "Compliance With Laws", "Participations", "Authority", "Modifications", "Amendments", "General", "Confidentiality", "Enforceability", "Consents", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Members agree that the fees, expenses and costs incurred by the Company for investment bankers, attorneys and accountants in connection with the Sale Event shall be paid by the Company and shall reduce the amounts otherwise distributable to the Members; provided that the Selling Member shall be responsible for all fees, expenses and costs incurred by the Company in the event that a Sale Event is not consummated as a result of (i) the Selling Member failing to vote in favor of, consent to or approve or cause the Company or its Subsidiaries, as applicable, to vote in favor of, consent to or approve the Sale Event at the Best Price or the Sale Agreements, to the extent Member approval is required by Law or (ii) the Selling Member otherwise determining not to consummate a Sale Event as permitted by Section 3.12(i) .", "references": ["Remedies", "Expenses", "Tax Withholdings", "Anti-Corruption Laws", "Benefits", "Disability", "Cooperation", "Miscellaneous", "Indemnity", "Notices", "Insurances", "Payments", "Waivers", "Terminations", "Definitions", "Applicable Laws", "Base Salary", "Existence", "Entire Agreements", "Interests", "Costs", "Sales", "Change In Control", "Consent To Jurisdiction", "Erisa", "Vesting", "Records", "Amendments", "Adjustments", "Forfeitures", "Fees"], "gold": ["Fees"]}
+{"input": "As of the Closing Date, all written statements (other than the Projections, other forward-looking information and information of a general economic or industry specific nature) made by a Responsible Officer to the Administrative Agent or any Lender in connection with this Agreement, or in connection with any Loan, as of the date thereof, taken as a whole, and when taken as a whole together with the periodic, current and other reports filed with the SEC with respect to the Borrowers and the Restricted Subsidiaries, do not contain any untrue statement of a material fact or omit a material fact necessary to make the statements made not materially misleading in light of all the circumstances existing at the date any statement was made; provided that, with respect to the Projections, the Company only makes the representations set forth in Section\u00a05.14.", "references": ["Miscellaneous", "Counterparts", "Positions", "Closings", "Intellectual Property", "Records", "Sanctions", "Anti-Corruption Laws", "Arbitration", "Organizations", "Survival", "Vacations", "Submission To Jurisdiction", "Terminations", "Governing Laws", "Authority", "Approvals", "Financial Statements", "Warranties", "Releases", "Enforcements", "Participations", "Subsidiaries", "Waivers", "Disability", "Indemnity", "Insurances", "Entire Agreements", "Indemnifications", "Liens", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and any fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; there are no claims by the Company, or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and none of the Company, nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not, individually or in the aggregate, result in a Material Adverse Effect.", "references": ["Modifications", "Sanctions", "Terms", "Duties", "Liens", "Tax Withholdings", "Counterparts", "Binding Effects", "Submission To Jurisdiction", "Severability", "Participations", "Warranties", "Arbitration", "Compliance With Laws", "Survival", "Integration", "Agreements", "Litigations", "Base Salary", "Expenses", "Solvency", "Representations", "Venues", "Authority", "General", "Organizations", "Construction", "Further Assurances", "No Conflicts", "Fees", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement, together with the Plan, is the entire agreement of the parties with respect to the PSUs granted hereby and may not be amended except in a writing signed by both the Company and the Participant or his or her Representative. If any provision of this Agreement is deemed invalid, it shall be modified to the extent possible and minimally necessary to be enforceable, and, in any event, the remainder of this Agreement will be in full force and effect.", "references": ["Applicable Laws", "Survival", "Adjustments", "Representations", "Governing Laws", "Notices", "Submission To Jurisdiction", "Use Of Proceeds", "Organizations", "Employment", "Financial Statements", "Remedies", "Defined Terms", "Participations", "Assigns", "Enforcements", "Positions", "Withholdings", "Compliance With Laws", "Jurisdictions", "Binding Effects", "Forfeitures", "Definitions", "Benefits", "Authorizations", "Transactions With Affiliates", "Successors", "Titles", "Expenses", "No Defaults", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Amendment, together with all Exhibits and Schedules hereto and to the Third Restated LLC Agreement, and all other agreements referenced therein and herein, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and therein.", "references": ["Confidentiality", "Agreements", "Vesting", "Indemnifications", "Survival", "Powers", "Terminations", "Erisa", "Qualifications", "Intellectual Property", "Use Of Proceeds", "Successors", "Taxes", "Counterparts", "Liens", "Headings", "Financial Statements", "Interpretations", "Non-Disparagement", "Assigns", "Positions", "Assignments", "Organizations", "Enforceability", "Venues", "Approvals", "Authorizations", "Applicable Laws", "Capitalization", "Sanctions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement, the Transaction Documents and each of the Schedules thereto contain every obligation and understanding between the parties relating to the subject matter hereof, and merges all prior discussions, negotiations and agreements, if any, between them, and none of the parties shall be bound by any representations, warranties, covenants, or other understandings, other than as expressly provided or referred to herein or therein.", "references": ["Effective Dates", "Taxes", "Anti-Corruption Laws", "Base Salary", "Positions", "Adjustments", "Successors", "Employment", "Qualifications", "Waiver Of Jury Trials", "Forfeitures", "Submission To Jurisdiction", "Effectiveness", "Financial Statements", "No Conflicts", "Fees", "Subsidiaries", "Capitalization", "Brokers", "Applicable Laws", "Definitions", "Payments", "Terminations", "Terms", "Representations", "Remedies", "Assignments", "Indemnifications", "Waivers", "Costs", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except as modified by this Letter Agreement, your Employment Agreement shall remain in full force and effect in accordance with its stated terms.\u00a0 On your termination of employment, you shall continue to be subject to those provisions of your Employment Agreement that are intended to survive your termination of employment, including the confidentiality restrictions in Section 9, the intellectual property restrictions in Section 10, the non-competition restrictions in Section 11 and the non-disparagement provisions in Section 12.", "references": ["Brokers", "Releases", "Change In Control", "Financial Statements", "Non-Disparagement", "Titles", "Adjustments", "Duties", "Modifications", "Sales", "Miscellaneous", "Positions", "Books", "Authority", "Interests", "Indemnifications", "Consent To Jurisdiction", "Defined Terms", "Withholdings", "Approvals", "Submission To Jurisdiction", "Vacations", "Amendments", "Costs", "Existence", "Records", "Anti-Corruption Laws", "Solvency", "Qualifications", "Effective Dates", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement and the other Loan Documents represent the agreement of Holdings, the Borrowers, the Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Agent, the Collateral Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.", "references": ["Further Assurances", "Expenses", "Waivers", "Vesting", "Consent To Jurisdiction", "Erisa", "Specific Performance", "Organizations", "Consents", "Tax Withholdings", "Construction", "Terminations", "Enforceability", "Interests", "Severability", "Fees", "Entire Agreements", "Sanctions", "Miscellaneous", "Titles", "Liens", "Indemnity", "Powers", "Participations", "Books", "Assignments", "No Conflicts", "Compliance With Laws", "Authorizations", "Submission To Jurisdiction", "Integration"], "gold": ["Integration"]}
+{"input": "This Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an amendment or modification.", "references": ["Intellectual Property", "Assigns", "Entire Agreements", "Submission To Jurisdiction", "Specific Performance", "Jurisdictions", "Employment", "Positions", "Transactions With Affiliates", "Integration", "Books", "Construction", "Records", "Litigations", "Warranties", "Disclosures", "Assignments", "Arbitration", "Survival", "Erisa", "Definitions", "Consent To Jurisdiction", "Duties", "Applicable Laws", "Anti-Corruption Laws", "Modifications", "Liens", "Qualifications", "Solvency", "Remedies", "Amendments"], "gold": ["Amendments"]}
+{"input": "Notwithstanding anything herein to the contrary, and for the mutual consideration set forth herein, the following provisions set forth in your Employment Agreement shall continue in full force and effect during your employment and for the post-employment periods as set forth therein: Section 8(c) (Non-Solicit), Section\u00a09 (Non-Disparagement), Section\u00a010 (Confidentiality), Section\u00a011 (Clawback), Section\u00a012 (Indemnification and Insurance), and Section\u00a013 (Tax Delay in Payment). Further, notwithstanding anything herein to the contrary, (i) the Indemnification Agreement between you and the Company, dated January 27, 2014 shall be assumed under the Plan and continue in full force and effect pursuant to its terms and conditions and (ii) the Company shall maintain a level of D&O insurance coverage for you comparable to that which is in place for other officers of the Company. Any claims against the Company on account of such obligations shall be general unsecured claims payable in the ordinary course of business.", "references": ["Financial Statements", "Terminations", "Authority", "Miscellaneous", "Existence", "Effectiveness", "Entire Agreements", "Counterparts", "Warranties", "Powers", "Non-Disparagement", "Amendments", "Specific Performance", "Severability", "Notices", "Sales", "Governing Laws", "Sanctions", "Authorizations", "Construction", "Titles", "Submission To Jurisdiction", "Assigns", "Records", "Brokers", "Binding Effects", "Remedies", "Adjustments", "Survival", "Compliance With Laws", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "If any provision of the Plan is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Plan shall not be affected thereby.", "references": ["Submission To Jurisdiction", "Specific Performance", "Cooperation", "Interpretations", "Counterparts", "Fees", "Payments", "Agreements", "Closings", "Amendments", "Terms", "Notices", "Effectiveness", "Vacations", "Definitions", "Waiver Of Jury Trials", "Base Salary", "Compliance With Laws", "Withholdings", "Indemnity", "Headings", "Sanctions", "Anti-Corruption Laws", "Publicity", "Consents", "Erisa", "Disability", "Tax Withholdings", "Positions", "Applicable Laws", "Severability"], "gold": ["Severability"]}
+{"input": "Interest accrued on each Advance shall be payable on each Payment Date, at maturity, whether by acceleration or otherwise, and upon any termination of the Aggregate Commitment in its entirety. Interest, Unused Fees, and all other fees shall be calculated for actual days elapsed on the basis of a 360\u2011day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (New York time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment. Interest and other amounts payable at the Default Rate shall be payable on demand.", "references": ["Disability", "No Conflicts", "Insurances", "Amendments", "Successors", "Modifications", "Effective Dates", "Disclosures", "Records", "Authority", "Cooperation", "Further Assurances", "Costs", "Arbitration", "Compliance With Laws", "Integration", "Waiver Of Jury Trials", "Capitalization", "Severability", "No Waivers", "Adjustments", "Agreements", "Positions", "Approvals", "Terminations", "Headings", "Waivers", "Vacations", "Tax Withholdings", "Consent To Jurisdiction", "Interests"], "gold": ["Interests"]}
+{"input": "Each of Holdings, the Borrower and the Restricted Subsidiaries has good and marketable title to, or a valid license or right to use, all patents, trademarks, servicemarks, trade names, copyrights and all applications therefor and licenses thereof, and all other intellectual property rights, free and clear of all Liens (other than Liens permitted by Section \u00a010.2 ), that are necessary for the operation of their respective businesses as currently conducted, except where the failure to have any such title, license or rights could not reasonably be expected to have a Material Adverse Effect.", "references": ["Transactions With Affiliates", "Entire Agreements", "Waiver Of Jury Trials", "Indemnity", "Effective Dates", "Releases", "Effectiveness", "Disclosures", "Forfeitures", "Payments", "Costs", "Jurisdictions", "Severability", "Venues", "Integration", "Liens", "Taxes", "Consent To Jurisdiction", "Assignments", "Enforcements", "Cooperation", "Participations", "Assigns", "Specific Performance", "Titles", "Counterparts", "Indemnifications", "Notices", "Duties", "Miscellaneous", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, DSS and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.", "references": ["Erisa", "Terminations", "Severability", "Interpretations", "Governing Laws", "Interests", "Effective Dates", "Miscellaneous", "Authorizations", "Titles", "Terms", "Death", "Qualifications", "Publicity", "Insurances", "Arbitration", "Definitions", "Releases", "Liens", "Participations", "Employment", "Expenses", "Submission To Jurisdiction", "Amendments", "Counterparts", "Vesting", "Consents", "Forfeitures", "Survival", "Duties", "Remedies"], "gold": ["Remedies"]}
+{"input": "Subject to Sections 3, 4 and 6 below, Participant\u2019s interest in the Restricted Stock Units will become nonforfeitable (\u201cVested\u201d) as follows: thirty-three and one-third percent (33 1/3%) of the Restricted Stock Units shall become Vested as of each of the first, second and third anniversaries of the Award Date (with each such date, a \u201cVesting Date\u201d), so long as Participant remains in continuous service as a Director through the applicable Vesting Date. The period beginning on the Award Date and ending on the final Vesting Date shall be the \u201cRestriction Period.\u201d Any Restricted Stock Units that become Vested pursuant to this Section 2 shall be settled as specified in Section 5(b)(i) hereof.", "references": ["Assignments", "Capitalization", "Defined Terms", "Venues", "Severability", "Books", "Erisa", "Qualifications", "Remedies", "Enforceability", "Assigns", "Governing Laws", "Construction", "Participations", "Change In Control", "No Defaults", "Binding Effects", "Releases", "Indemnity", "Integration", "Sanctions", "Subsidiaries", "Disability", "Intellectual Property", "Financial Statements", "Cooperation", "Adjustments", "Confidentiality", "Vacations", "Counterparts", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Issuer shall indemnify the Trustee (and its officers, directors, employees and agents) for, and hold it harmless against, any loss, liability or expense (including attorney\u2019s fees and expenses but other than any Tax based on net income or profits attributable to the Trustee\u2019s compensation for serving as such) Incurred by it in connection with the acceptance or administration of this Indenture and its duties under this Indenture, the Notes and the other Related Documents, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense Incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer\u2019s Certificate furnished hereunder, or the failure to furnish any such Officer\u2019s Certificate required to be furnished hereunder.\u00a0\u00a0The Trustee shall notify the Issuer, the Holders, the Initial Liquidity Facility Provider and the Rating Agencies promptly of any claim asserted against the Trustee for which it may seek indemnity; provided, however , that failure to provide such notice shall not invalidate any right to indemnity hereunder.\u00a0\u00a0The Issuer shall defend the claim and the Trustee shall cooperate in the defense.\u00a0\u00a0The Trustee may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel.\u00a0\u00a0The Issuer need not pay for any settlement made without its consent; provided that such consent shall not be unreasonably withheld or delayed.\u00a0\u00a0The Issuer need not reimburse any expense or indemnity against any loss or liability Incurred by the Trustee through willful misconduct or negligence.", "references": ["Change In Control", "Consents", "Disability", "Defined Terms", "Construction", "Severability", "Terms", "Insurances", "Withholdings", "Vesting", "Payments", "Titles", "Financial Statements", "Solvency", "Duties", "Qualifications", "Closings", "Books", "Applicable Laws", "Enforceability", "Transactions With Affiliates", "Entire Agreements", "Interpretations", "Consent To Jurisdiction", "Sales", "Headings", "Arbitration", "Approvals", "No Waivers", "Employment", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Executive shall be entitled to two (2) weeks of paid vacation and five (5) personal days per year, to be taken in such amounts and at such times as shall be mutually agreed upon by the Company and Executive. Any unused paid vacation or personal days shall not be forfeited and shall carry forward to subsequent years. Executive shall not be entitled to reimbursement for any unused vacation or personal time, except as may be required under law.", "references": ["Change In Control", "Survival", "Interests", "Brokers", "Withholdings", "Intellectual Property", "Sales", "Headings", "Binding Effects", "Insurances", "Confidentiality", "Representations", "Organizations", "Authority", "Consent To Jurisdiction", "Defined Terms", "Effectiveness", "Powers", "Waiver Of Jury Trials", "Waivers", "Benefits", "Books", "Payments", "Solvency", "Employment", "Warranties", "Adjustments", "Litigations", "Enforceability", "Transactions With Affiliates", "Vacations"], "gold": ["Vacations"]}
+{"input": "The parties hereto hereby acknowledge that by agreeing to binding arbitration they have irrevocably waived their respective rights to a jury trial with respect to any action, claim or other proceeding arising out of any dispute in connection this Agreement or any other agreement or document delivered in connection herewith, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations.\u00a0\u00a0This provision is a material inducement for the parties entering into this Agreement.", "references": ["Capitalization", "Financial Statements", "Employment", "Forfeitures", "Interpretations", "Approvals", "Change In Control", "Survival", "Sanctions", "Transactions With Affiliates", "Intellectual Property", "Representations", "Effectiveness", "Waivers", "Definitions", "Taxes", "Amendments", "Modifications", "Duties", "Fees", "Erisa", "Terms", "Insurances", "Costs", "Submission To Jurisdiction", "Compliance With Laws", "Vacations", "Authority", "Benefits", "Binding Effects", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Program and the Awards issued hereunder shall be construed and enforced in accordance with the laws of the State of Tennessee, without giving effect to the choice of law principles thereof.", "references": ["Use Of Proceeds", "Disability", "Organizations", "Withholdings", "Enforcements", "Venues", "Change In Control", "Specific Performance", "Sanctions", "No Conflicts", "General", "Miscellaneous", "Participations", "Existence", "Anti-Corruption Laws", "Indemnity", "Construction", "Effectiveness", "Positions", "Liens", "Non-Disparagement", "Authority", "Representations", "Benefits", "Disclosures", "Subsidiaries", "Warranties", "Adjustments", "Fees", "Arbitration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "There is no (a) Action of any nature pending or, to the Company\u2019s Knowledge, threatened, nor is there any reasonable basis for any Action to be made, or (b) Order pending now or rendered by a Governmental Authority since January 1, 2015, in either case of (a) or (b) by or against the Company, its sole shareholder, or its current or former directors or officers. Since January 1, 2015, none of the sole shareholder, current or former officers, senior management or directors of the Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.", "references": ["Insurances", "Governing Laws", "Withholdings", "No Defaults", "Disability", "Powers", "Headings", "Anti-Corruption Laws", "Benefits", "Organizations", "Effective Dates", "Publicity", "Interpretations", "Records", "Confidentiality", "Miscellaneous", "Consent To Jurisdiction", "Applicable Laws", "Capitalization", "Qualifications", "Jurisdictions", "Venues", "Consents", "Employment", "Forfeitures", "Survival", "Remedies", "Severability", "No Conflicts", "Transactions With Affiliates", "Litigations"], "gold": ["Litigations"]}
+{"input": "Sellers are the sole record holder and beneficial owner of 100% of the Capital Stock of HTS, free and clear of all liens, (ii), has good and marketable title to the HTS Stock, (iii) has full right, title, power and authority to validly, sell assign, transfer and convey the HTS Stock to the Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the HTS Stock to any other person or entity. There are no bonds, debentures, notes or other indebtedness of HTS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of HTS Stock may vote (\u201c Voting Company Debt \u201d). Except as otherwise set forth on Schedule 3.5 hereto, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, \u201cphantom\u201d stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, agreements, arrangements or undertakings of any kind to which HTS or the Sellers are a party or by which HTS or the Sellers are bound (i) obligating HTS or the Sellers to issue, deliver or sell, or cause to be issued, delivered or sold, additional HTS Stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any HTS Stock or other equity interest in, HTS, (ii) obligating HTS or the Sellers to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the HTS Stock. Each option to purchase shares of Common Stock of HTS shall be converted into an option to purchase an equal number of options of the Buyer. There options will have a term of five (5) years and be exercisable at the Per Share Value.", "references": ["Organizations", "Terms", "Powers", "Binding Effects", "Consents", "Assignments", "Litigations", "Waivers", "No Defaults", "Solvency", "Enforceability", "Agreements", "Representations", "Further Assurances", "Participations", "Books", "Terminations", "Warranties", "Erisa", "Jurisdictions", "Expenses", "Employment", "Consent To Jurisdiction", "Payments", "No Conflicts", "General", "Successors", "Duties", "Counterparts", "Subsidiaries", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Any notice or other required communication (each, a \u201cNotice\u201d) must be in writing, addressed to the party's respective Notice Address listed on the signature page, and delivered: (a) personally; (b) by certified mail, postage prepaid, return receipt requested; (c) by recognized overnight courier service, charges prepaid; or (d) by facsimile. A Notice will be deemed received: if delivered personally, on the date of delivery; if mailed, five (5) days after deposit in the United States mail; if sent via courier, one (1) business day after deposit with the courier service; or if sent via facsimile, upon receipt of confirmation of transmission provided that a confirming copy of such Notice is sent by certified mail, postage prepaid, return receipt requested.", "references": ["Entire Agreements", "Successors", "Titles", "Counterparts", "Terms", "Authority", "No Conflicts", "Benefits", "Compliance With Laws", "Solvency", "Duties", "Miscellaneous", "Waiver Of Jury Trials", "Non-Disparagement", "Payments", "Closings", "Organizations", "Defined Terms", "Taxes", "Consent To Jurisdiction", "Modifications", "Enforceability", "Sales", "Terminations", "Use Of Proceeds", "Litigations", "Participations", "No Waivers", "Vesting", "Records", "Notices"], "gold": ["Notices"]}
+{"input": "In addition to such other rights of indemnification as they may have as members of the Board or officers or Employees of the Participating Company Group, members of the Board and any officers or Employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys\u2019 fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same and to retain complete control over the litigation and/or settlement of such suit, action or proceeding.", "references": ["Existence", "Anti-Corruption Laws", "Compliance With Laws", "Headings", "Jurisdictions", "Agreements", "Participations", "Records", "Terminations", "Disability", "Entire Agreements", "Consents", "Positions", "Qualifications", "Defined Terms", "Effective Dates", "Miscellaneous", "Fees", "Financial Statements", "Waivers", "Applicable Laws", "Governing Laws", "Adjustments", "Modifications", "Litigations", "Arbitration", "Binding Effects", "Approvals", "Integration", "Use Of Proceeds", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.", "references": ["Books", "Authorizations", "Miscellaneous", "Costs", "Assigns", "Powers", "Authority", "Base Salary", "Arbitration", "No Conflicts", "Survival", "Vacations", "Subsidiaries", "Closings", "Modifications", "Change In Control", "Agreements", "Organizations", "Sales", "Binding Effects", "Waivers", "Definitions", "Interpretations", "Tax Withholdings", "Withholdings", "Payments", "Successors", "Transactions With Affiliates", "Applicable Laws", "Effective Dates", "Assignments"], "gold": ["Assignments"]}
+{"input": "In addition to such Purchaser\u2019s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Conversion Shares delivered for removal of the restrictive legend and Conversion Shares delivered for conversion into Shares, $10 per Trading Day for each Trading Day, but not to exceed an aggregate of $250 per Trading Day, following the Legend Removal Date or the date such Securities are to be delivered pursuant to the Note until such Common Stock certificate is delivered without a legend pursuant to Section 4.1(d) or such Conversion Shares. Nothing herein shall limit such Purchaser\u2019s right to elect in lieu of the aforedescribed liquidated damages to pursue actual damages for the Company\u2019s failure to deliver certificates representing any Underlying Shares as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.", "references": ["Assigns", "Expenses", "Waiver Of Jury Trials", "Erisa", "Employment", "Construction", "Vacations", "Interpretations", "Indemnity", "Benefits", "Assignments", "Specific Performance", "Approvals", "Fees", "Cooperation", "Governing Laws", "Withholdings", "Non-Disparagement", "Closings", "Taxes", "Amendments", "Sales", "Entire Agreements", "Successors", "Sanctions", "Integration", "Venues", "Change In Control", "Transactions With Affiliates", "Authority", "Remedies"], "gold": ["Remedies"]}
+{"input": "Except as set forth on Exhibit 4.2 , there is no pending, or to Seller\u2019s actual knowledge, threatened, litigation or proceeding, or to the actual knowledge of the Seller any investigation currently pending against Seller or Woodside in any court, administrative, or other body. Without limitation, neither Seller nor Woodside has been charged with, or tried for, violations of any federal, state, or local law or regulation. Neither Seller nor Woodside is under any judgment, order, assessment, decree, or injunction of any court, or of any federal, state, local, or foreign governmental agency, having jurisdiction over Seller or Woodside.", "references": ["Employment", "Powers", "Successors", "Erisa", "Liens", "Venues", "Effectiveness", "Payments", "Capitalization", "Brokers", "Vesting", "Releases", "Enforceability", "Survival", "Adjustments", "Anti-Corruption Laws", "Confidentiality", "Organizations", "Forfeitures", "Terms", "Benefits", "Specific Performance", "Integration", "Governing Laws", "Headings", "Disability", "Construction", "Transactions With Affiliates", "Indemnifications", "Withholdings", "Litigations"], "gold": ["Litigations"]}
+{"input": "Each covenant and agreement in this Lease shall for all purposes be construed to be a separate and independent covenant or agreement. If any provision in this Lease or the application thereof shall to any extent be invalid, illegal or otherwise unenforceable, the remainder of this Lease, and the application of such provision other than as invalid, illegal or unenforceable, shall not be affected thereby; and such provisions of this Lease shall be valid and enforceable to the fullest extent permitted by law.", "references": ["Duties", "Transactions With Affiliates", "Survival", "Tax Withholdings", "Disclosures", "Vesting", "Costs", "Positions", "Forfeitures", "Authorizations", "Confidentiality", "Indemnity", "Non-Disparagement", "Assignments", "Binding Effects", "Integration", "Records", "Entire Agreements", "Approvals", "Capitalization", "Death", "Interests", "Vacations", "Effective Dates", "Counterparts", "Solvency", "Titles", "Benefits", "Notices", "Venues", "Severability"], "gold": ["Severability"]}
+{"input": "CTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has all necessary corporate powers to beneficially control and own its properties and to carry on its business as now owned and operated by it and is duly qualified to do business and is in good standing in each of the political geographic locales where its business requires qualification.", "references": ["Tax Withholdings", "Intellectual Property", "Books", "Cooperation", "Counterparts", "Base Salary", "Capitalization", "Venues", "Enforcements", "Disability", "Effective Dates", "Vesting", "General", "Headings", "Insurances", "Governing Laws", "Successors", "Waiver Of Jury Trials", "Expenses", "Brokers", "Specific Performance", "Use Of Proceeds", "No Waivers", "Withholdings", "Indemnity", "Approvals", "Records", "No Conflicts", "Consent To Jurisdiction", "Further Assurances", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Employment Agreement may not be amended orally in any manner or in writing without the written consent of the Company and the Executive. No provision of this Employment Agreement may be waived, delayed, modified, terminated or otherwise impaired without the prior written consent of the Company and the Executive.", "references": ["Withholdings", "Consent To Jurisdiction", "Disability", "Integration", "Records", "No Conflicts", "Authority", "Taxes", "Insurances", "Waiver Of Jury Trials", "Governing Laws", "Further Assurances", "Miscellaneous", "Brokers", "Subsidiaries", "Costs", "Non-Disparagement", "Capitalization", "Employment", "Payments", "Forfeitures", "Sanctions", "Submission To Jurisdiction", "Duties", "Binding Effects", "Terms", "Death", "Cooperation", "Representations", "Benefits", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Parties. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.", "references": ["Effective Dates", "Construction", "Use Of Proceeds", "Insurances", "Capitalization", "Interests", "Financial Statements", "Governing Laws", "Defined Terms", "Qualifications", "Headings", "Enforceability", "Arbitration", "Assigns", "Applicable Laws", "Consents", "Participations", "Powers", "Warranties", "Terminations", "Disability", "Survival", "No Defaults", "Existence", "No Conflicts", "Representations", "Terms", "Authority", "Base Salary", "Amendments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Scion has the limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly approved by Scion\u2019s manager and members, has been duly executed and delivered on Scion\u2019s behalf, and constitutes a valid and binding agreement of Scion, enforceable in accordance with its terms.", "references": ["Records", "Forfeitures", "Solvency", "Sanctions", "Successors", "Consent To Jurisdiction", "Enforcements", "Survival", "Intellectual Property", "Existence", "Consents", "Publicity", "Notices", "Financial Statements", "Further Assurances", "Terms", "Organizations", "Taxes", "Warranties", "Duties", "Litigations", "Entire Agreements", "Confidentiality", "Base Salary", "Counterparts", "Positions", "Submission To Jurisdiction", "Amendments", "Indemnity", "Tax Withholdings", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Borrower shall use the proceeds of the Credit Extensions (a)\u00a0to repay certain indebtedness, (b)\u00a0for working capital and Acquisitions, (c)\u00a0to make certain Capital Expenditures, (d)\u00a0to pay the accrued interest on the Subordinated Debt and Refinancing Subordinated Debt, (e)\u00a0for general corporate purposes not in contravention of any Law or of any Loan Document and (f) to prepay, repay, purchase or redeem all or any portion of Subordinated Debt and Refinancing Subordinated Debt (including, but not limited to principal amounts).", "references": ["Enforcements", "Effectiveness", "Titles", "Consents", "Records", "General", "Intellectual Property", "Terms", "Interpretations", "Assigns", "Severability", "Fees", "Confidentiality", "Indemnifications", "Death", "Books", "Authorizations", "Disability", "Indemnity", "Positions", "Expenses", "Waivers", "Successors", "Releases", "Definitions", "Forfeitures", "Consent To Jurisdiction", "No Defaults", "Subsidiaries", "Cooperation", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "You will comply, in all material respects, with all acts, rules, regulations, orders, decrees, and directions of any governmental authority applicable to the Collateral or any part thereof or to the operation of your business; provided , however , that you may contest any act, regulation, order, decree or direction in any reasonable manner which shall not in our sole opinion exercised in good faith adversely affect our rights or the first priority of our security interest in the Collateral.", "references": ["Payments", "Construction", "Approvals", "Benefits", "Sanctions", "Effective Dates", "Participations", "Vacations", "Cooperation", "Confidentiality", "Waivers", "Positions", "Costs", "Agreements", "Definitions", "Consent To Jurisdiction", "Non-Disparagement", "Headings", "Counterparts", "Powers", "Authorizations", "Applicable Laws", "Books", "No Conflicts", "No Defaults", "Capitalization", "Terms", "Interpretations", "Interests", "Anti-Corruption Laws", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Company agrees to reimburse the Guarantor on demand for all documented fees, costs, and expenses (including reasonable out-of-pocket attorneys\u2019 fees and expenses) for the preparation, amendment, negotiation, administration, defense, collection and enforcement of this Agreement and the Guaranty (including, without limitation, those incurred in connection with appeals or insolvency proceedings) or otherwise incurred with respect to the Company.", "references": ["Governing Laws", "Terminations", "Consents", "Waivers", "Integration", "Vacations", "Specific Performance", "Compliance With Laws", "Definitions", "No Defaults", "Withholdings", "Titles", "Disability", "Amendments", "Venues", "Indemnifications", "Counterparts", "Transactions With Affiliates", "Participations", "Solvency", "Liens", "Existence", "Effectiveness", "Death", "Insurances", "Jurisdictions", "Notices", "Duties", "Organizations", "Terms", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Executive's acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party or is otherwise bound.", "references": ["Benefits", "Venues", "Powers", "Interpretations", "Brokers", "Integration", "Construction", "Arbitration", "Further Assurances", "Tax Withholdings", "Survival", "Applicable Laws", "Effective Dates", "Representations", "Non-Disparagement", "Records", "Death", "Warranties", "Headings", "Submission To Jurisdiction", "No Defaults", "Subsidiaries", "Counterparts", "Vesting", "Disability", "Taxes", "Indemnifications", "Consent To Jurisdiction", "Expenses", "Capitalization", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Executive shall receive an annual base salary of $400,000 (\u201c Base Salary \u201d) payable in accordance with the Company\u2019s normal payroll practices and be subject to the usual, required withholdings. Executive\u2019s salary will be subject to review and any adjustments will be made based upon the Company\u2019s normal performance review practice.", "references": ["Releases", "Representations", "Closings", "General", "Adjustments", "Disclosures", "Costs", "Anti-Corruption Laws", "Assigns", "Qualifications", "Binding Effects", "Subsidiaries", "Consent To Jurisdiction", "Insurances", "Waiver Of Jury Trials", "Terms", "Change In Control", "Financial Statements", "Existence", "Indemnity", "Integration", "Books", "Counterparts", "Arbitration", "Erisa", "Liens", "Venues", "Entire Agreements", "Agreements", "Construction", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "SUBJECT TO ARTICLE VIII OF THE SEPARATION AND DISTRIBUTION AGREEMENT, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B)\u00a0ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.17.", "references": ["Use Of Proceeds", "Compliance With Laws", "Closings", "Interests", "Qualifications", "Defined Terms", "Enforcements", "Capitalization", "Transactions With Affiliates", "Entire Agreements", "Further Assurances", "Powers", "Confidentiality", "Sales", "Tax Withholdings", "No Defaults", "Modifications", "Applicable Laws", "Submission To Jurisdiction", "Specific Performance", "Litigations", "Financial Statements", "Taxes", "Releases", "Indemnity", "Survival", "Existence", "Records", "Positions", "Effectiveness", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Note. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.", "references": ["Costs", "Tax Withholdings", "Representations", "General", "Waiver Of Jury Trials", "Headings", "Governing Laws", "Remedies", "Arbitration", "Integration", "Severability", "Transactions With Affiliates", "Financial Statements", "Intellectual Property", "Use Of Proceeds", "Publicity", "Books", "Terms", "Construction", "Further Assurances", "Indemnity", "Effectiveness", "Taxes", "Positions", "Sales", "Records", "Interpretations", "Authority", "Warranties", "Terminations", "Notices"], "gold": ["Notices"]}
+{"input": "The Company may assign this Agreement to any of its affiliates or to any successor to all or substantially all of the business and/or assets of the Company. This Agreement may not be assigned by Executive, and any attempted assignment shall be null and void and of no force or effect. All amounts otherwise due and owing to Executive hereunder immediately prior to his death shall be paid to his estate in the event that he dies before receipt thereof.", "references": ["Jurisdictions", "No Waivers", "Vesting", "Effectiveness", "Intellectual Property", "Applicable Laws", "Liens", "Arbitration", "Solvency", "Capitalization", "Amendments", "Use Of Proceeds", "Cooperation", "Confidentiality", "Costs", "Survival", "Integration", "Remedies", "Withholdings", "Authorizations", "No Defaults", "Disclosures", "Adjustments", "Consents", "Powers", "Interests", "Terminations", "Compliance With Laws", "Interpretations", "Subsidiaries", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal courts located in the State of Delaware. Each of the parties by execution hereof (a)\u00a0hereby irrevocably submits to the jurisdiction of the federal courts located in the State of Delaware for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof and (b)\u00a0hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named court, that he or it is immune from extraterritorial injunctive relief or other injunctive relief, that such party\u2019s property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named court should be dismissed on the grounds of forum non conveniens , should be transferred to any court other than one of the above-named court, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named court, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named court. Each of the parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of Delaware, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section \u00a018.2 hereof is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section \u00a018.2 hereof does not constitute good and sufficient service of process. The provisions of this Section \u00a018.4 shall not restrict the ability of any party to enforce in any court any judgment obtained in the federal courts located in the State of Delaware.", "references": ["Further Assurances", "No Waivers", "Interpretations", "Positions", "Agreements", "Counterparts", "Publicity", "Severability", "Successors", "Transactions With Affiliates", "Solvency", "Adjustments", "Use Of Proceeds", "Arbitration", "Assigns", "Duties", "Financial Statements", "Intellectual Property", "Survival", "Effective Dates", "Effectiveness", "Governing Laws", "Waiver Of Jury Trials", "Taxes", "Forfeitures", "Specific Performance", "Payments", "Participations", "Assignments", "Titles", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "This Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.", "references": ["Remedies", "Taxes", "Vesting", "Expenses", "Qualifications", "Base Salary", "Duties", "Authority", "Specific Performance", "No Waivers", "Applicable Laws", "Entire Agreements", "Waiver Of Jury Trials", "Books", "Warranties", "Litigations", "Erisa", "Payments", "Approvals", "Amendments", "Financial Statements", "Transactions With Affiliates", "Costs", "Enforceability", "Records", "Counterparts", "Terminations", "Consents", "Arbitration", "Assigns", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the course of the Executive\u2019s employment with the Company, the Executive will learn confidential information on behalf of the Company Group. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive\u2019s assigned duties and for the benefit of the Company Group, either during the period of the Executive\u2019s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company Group or any of its Affiliates or businesses, or received from third parties subject to a duty on the Company Group\u2019s and its Affiliates\u2019 part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Executive during the Executive\u2019s employment by the Company Group (or any predecessor). The foregoing shall not apply to information that (i)\u00a0was known to the public prior to its disclosure to the Executive; (ii)\u00a0becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii)\u00a0the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company Group at its expense in seeking a protective order or other appropriate protection of such information).", "references": ["Governing Laws", "Vacations", "Further Assurances", "Adjustments", "Payments", "Sanctions", "Waiver Of Jury Trials", "Enforceability", "Death", "Binding Effects", "Disclosures", "Arbitration", "Specific Performance", "Closings", "Waivers", "Positions", "No Defaults", "Vesting", "Benefits", "Insurances", "Entire Agreements", "Costs", "Forfeitures", "Financial Statements", "Agreements", "Consent To Jurisdiction", "Books", "Indemnifications", "Withholdings", "Duties", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Upon (A)\u00a0the date of the issuance or increase of a Letter of Credit, and (B)\u00a0the date hereof as to the deemed issuance of the Existing Letters of Credit under Section\u00a02.07(h), the applicable Issuing Lender shall be deemed to have sold to each other Lender having a Commitment and each other Lender having a Commitment shall have been deemed to have purchased from such Issuing Lender a participation in the related Letter of Credit Obligations equal to such Lender\u2019s Pro Rata Share at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement. The applicable Issuing Lender shall promptly notify each such participant Lender having a Commitment by telephone or telecopy of each Letter of Credit issued, increased, or extended or converted and the actual dollar amount of such Lender\u2019s participation in such Letter of Credit.", "references": ["Sales", "Vesting", "Solvency", "Erisa", "Closings", "Further Assurances", "Anti-Corruption Laws", "Disclosures", "Positions", "Survival", "Authorizations", "Vacations", "Publicity", "Records", "Arbitration", "Terminations", "Fees", "Confidentiality", "Liens", "Use Of Proceeds", "Sanctions", "No Defaults", "Brokers", "Organizations", "Base Salary", "Costs", "Change In Control", "Effectiveness", "Assignments", "Remedies", "Participations"], "gold": ["Participations"]}
+{"input": "THIS TRADEMARK SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["Positions", "Indemnifications", "Interpretations", "Enforceability", "Costs", "Vesting", "Financial Statements", "Insurances", "Survival", "Expenses", "Venues", "Non-Disparagement", "Counterparts", "Submission To Jurisdiction", "Powers", "No Defaults", "Enforcements", "Sales", "Base Salary", "Effective Dates", "Subsidiaries", "Interests", "Terminations", "Participations", "Disability", "Effectiveness", "Authorizations", "Integration", "Amendments", "Duties", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The provisions of Sections 5, 7, 8, 9, 10, and 12 through 19 shall survive the termination of this Grant and of this Agreement.", "references": ["Governing Laws", "Submission To Jurisdiction", "No Defaults", "Base Salary", "Publicity", "Successors", "No Waivers", "Agreements", "Qualifications", "Transactions With Affiliates", "Terminations", "Death", "Insurances", "Sanctions", "Consents", "Further Assurances", "Sales", "Employment", "Confidentiality", "Miscellaneous", "Adjustments", "Indemnity", "Capitalization", "Forfeitures", "Waiver Of Jury Trials", "No Conflicts", "Non-Disparagement", "Participations", "Litigations", "Books", "Survival"], "gold": ["Survival"]}
+{"input": "Interest hereunder shall be due and payable on the last Business Day of each month during the term hereof (each a \u201c Payment Date \u201d), commencing on October 31, 2018. Bank shall, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of Borrower\u2019s deposit accounts. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder. All payments shall be free and clear of any taxes, withholdings, duties, impositions or other charges, to the end that Bank will receive the entire amount of any Obligations payable hereunder, regardless of source of payment.", "references": ["Warranties", "Interests", "Authorizations", "Successors", "Jurisdictions", "Definitions", "Interpretations", "Organizations", "Effectiveness", "General", "Closings", "No Defaults", "Forfeitures", "Tax Withholdings", "Notices", "Headings", "Integration", "Base Salary", "Enforcements", "Brokers", "Records", "Approvals", "Waiver Of Jury Trials", "Use Of Proceeds", "Authority", "Terms", "Severability", "Terminations", "Effective Dates", "Positions", "Payments"], "gold": ["Payments"]}
+{"input": "You and the Company, acting through its executive officers, agree not to disparage the other party, and in addition with respect to the Company, you agree not to disparage the Company\u2019s officers, directors, employees, shareholders and agents, in each case in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided, that both you and the Company will respond accurately and fully to any question, inquiry or request for information when required by legal process.", "references": ["Subsidiaries", "Expenses", "Tax Withholdings", "Governing Laws", "Base Salary", "Terminations", "Organizations", "Powers", "Binding Effects", "Solvency", "Sanctions", "Death", "Waiver Of Jury Trials", "Adjustments", "Titles", "Headings", "No Defaults", "Transactions With Affiliates", "Survival", "Effectiveness", "Releases", "Brokers", "Positions", "Indemnity", "Forfeitures", "Existence", "Disclosures", "Intellectual Property", "Waivers", "Authorizations", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Except as otherwise specifically provided in this Agreement, each party shall pay the expenses they may incur in connection with the transactions contemplated by this Agreement, including without limitation the fees and expenses of legal counsel, accountants and financial advisors.", "references": ["Closings", "Vacations", "Titles", "Death", "Vesting", "Releases", "Enforcements", "Forfeitures", "Indemnifications", "Binding Effects", "Venues", "Governing Laws", "Disability", "Adjustments", "Payments", "Subsidiaries", "Approvals", "Entire Agreements", "Waivers", "Waiver Of Jury Trials", "Notices", "Headings", "Effectiveness", "Successors", "General", "Arbitration", "Assignments", "Representations", "Organizations", "Benefits", "Expenses"], "gold": ["Expenses"]}
+{"input": "All salary, bonus and other compensation payable to the Executive shall be subject to applicable withholding and reporting for taxes.", "references": ["Payments", "Costs", "Releases", "Miscellaneous", "Brokers", "Waiver Of Jury Trials", "Transactions With Affiliates", "Adjustments", "Litigations", "Anti-Corruption Laws", "Existence", "Waivers", "Specific Performance", "Agreements", "Notices", "Compliance With Laws", "Sanctions", "Subsidiaries", "Governing Laws", "Vesting", "Effective Dates", "Consents", "Disability", "Positions", "Defined Terms", "Benefits", "Organizations", "Erisa", "Use Of Proceeds", "No Waivers", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Plan, the Notice, the RCA and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.", "references": ["Books", "Compliance With Laws", "Positions", "Authority", "Specific Performance", "Definitions", "Governing Laws", "Non-Disparagement", "Assignments", "Sales", "General", "Fees", "Intellectual Property", "No Waivers", "Taxes", "Organizations", "Existence", "Waiver Of Jury Trials", "Vacations", "Brokers", "Withholdings", "Financial Statements", "Change In Control", "Erisa", "Disclosures", "Headings", "Enforceability", "Closings", "Base Salary", "Further Assurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Conditioned upon the Executive\u2019s authorization to work for the Company in the United States, t he Company agrees to employ the Executive as its President and Chief Executive Officer, and the Executive shall perform services for and continue in the employment of the Company commencing on the Effective Date.\u00a0 Executive acknowledges and agrees that he is an \u201cemployee at will.\u201d\u00a0\u00a0Nothing in this Agreement shall be construed or interpreted as an employment agreement for a definite term.\u00a0\u00a0Accordingly, the Executive\u2019s employment with the Company is for an indefinite period and may be terminated by either the Executive or the Company at any time and for any reason.", "references": ["Vesting", "Warranties", "Powers", "Existence", "Interests", "Positions", "Venues", "Books", "Successors", "Terms", "Amendments", "Authority", "Liens", "Non-Disparagement", "Expenses", "Fees", "Payments", "Headings", "Authorizations", "Confidentiality", "Governing Laws", "Remedies", "Indemnifications", "No Waivers", "Enforcements", "Applicable Laws", "Assigns", "Entire Agreements", "Waivers", "Definitions", "Employment"], "gold": ["Employment"]}
+{"input": "Material Adverse Effect .", "references": ["Costs", "Headings", "Vacations", "Duties", "Terms", "Organizations", "Further Assurances", "Benefits", "Base Salary", "Governing Laws", "Effective Dates", "Insurances", "Closings", "Indemnifications", "Cooperation", "Effectiveness", "Litigations", "Venues", "Waiver Of Jury Trials", "Capitalization", "Indemnity", "No Conflicts", "Intellectual Property", "Brokers", "Jurisdictions", "Adjustments", "Terminations", "Notices", "Releases", "Authority", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "At any time during or after the Term, Executive agrees that he will fully cooperate with the Company, its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company\u2019s rights in and to any of such Inventions, including, but not limited to, executing any lawful document (including, but not limited to, applications, assignments, oaths, declarations and affidavits) and joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Inventions, provided that any patent or other legal right so issued to Executive, personally, shall be assigned by Executive to the Company without charge by Executive.\u00a0\u00a0Executive further designates the Company as his agent for, and grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the purpose of effecting the foregoing assignments from Executive to the Company.\u00a0 Company will bear the reasonable expenses which it causes to be incurred in Executive\u2019s assisting and cooperating hereunder.\u00a0\u00a0Executive waives all claims to moral rights in any Inventions.", "references": ["Enforcements", "Insurances", "Vesting", "Organizations", "Venues", "Confidentiality", "Costs", "Survival", "Assigns", "Notices", "Solvency", "Counterparts", "Consents", "Effectiveness", "Litigations", "Modifications", "Compliance With Laws", "Warranties", "Financial Statements", "General", "Authority", "Agreements", "Remedies", "Indemnity", "Participations", "Tax Withholdings", "Indemnifications", "Brokers", "Disability", "Duties", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "If the Participant dies prior to Separation from Service, the Employer shall pay the Participant\u2019s Account to the Participant's Beneficiary as provided in Article VIII.", "references": ["No Defaults", "Participations", "Definitions", "Subsidiaries", "Powers", "Miscellaneous", "Employment", "Publicity", "Assigns", "Existence", "Amendments", "Duties", "Erisa", "Benefits", "Cooperation", "Use Of Proceeds", "Change In Control", "Venues", "Forfeitures", "Base Salary", "Effective Dates", "Disability", "Waivers", "Consents", "Closings", "Governing Laws", "Fees", "Costs", "Tax Withholdings", "Interpretations", "Death"], "gold": ["Death"]}
+{"input": "The Company shall use the net proceeds from the sale of the Securities hereunder (a) in connection with the commercialization of the POWERHOUSE\u2122 product, and (b) for working capital purposes, and shall not use such proceeds: (i) for the satisfaction of any portion of the Company\u2019s debt (other than payment of trade payables in the ordinary course of the Company\u2019s business and prior practices), (ii) for the redemption of any Common Stock or Common Stock Equivalents, (iii) for the settlement of any outstanding litigation or (iv) in violation of FCPA or OFAC regulations.", "references": ["Death", "Intellectual Property", "Further Assurances", "Successors", "No Defaults", "Cooperation", "Taxes", "Binding Effects", "Benefits", "Assigns", "General", "Severability", "Payments", "Forfeitures", "Insurances", "Withholdings", "Vesting", "Remedies", "Headings", "Organizations", "Counterparts", "Definitions", "Interests", "Terms", "Costs", "Sales", "Waivers", "Sanctions", "Solvency", "Qualifications", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Plan shall be binding upon, inure to the benefit of and be enforceable by the HDI Group and the Executive and their respective heirs, legal representatives, successors and assigns. If the HDI Group or any member of the HDI Group shall be merged into or consolidated with another entity, the provisions of this Plan shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation.", "references": ["Non-Disparagement", "Powers", "Brokers", "Approvals", "Duties", "Amendments", "Withholdings", "Benefits", "Governing Laws", "Compliance With Laws", "Consent To Jurisdiction", "Indemnifications", "Further Assurances", "Warranties", "Tax Withholdings", "Entire Agreements", "Interests", "Waiver Of Jury Trials", "Organizations", "Publicity", "Base Salary", "Fees", "Consents", "Waivers", "Jurisdictions", "Disability", "Records", "Change In Control", "Confidentiality", "Modifications", "Successors"], "gold": ["Successors"]}
+{"input": "THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR IN TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["No Waivers", "Tax Withholdings", "Interests", "Further Assurances", "Change In Control", "Defined Terms", "Construction", "Closings", "Submission To Jurisdiction", "Taxes", "Insurances", "Representations", "Positions", "Entire Agreements", "Adjustments", "Financial Statements", "Expenses", "Integration", "No Defaults", "Releases", "Vesting", "Specific Performance", "Terms", "Non-Disparagement", "Transactions With Affiliates", "Qualifications", "Powers", "Solvency", "Severability", "No Conflicts", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "By accepting the Award, you specifically agree to the restrictive covenants contained in this Section 3 (the \u201c Restrictive Covenants \u201d) and you agree that the Restrictive Covenants and the remedies described herein are reasonable and necessary to protect the legitimate interests of the Company Group.", "references": ["Enforceability", "Costs", "Powers", "Interpretations", "Effective Dates", "Entire Agreements", "Specific Performance", "Existence", "Erisa", "Headings", "Non-Disparagement", "Terms", "Financial Statements", "Representations", "Participations", "Enforcements", "Tax Withholdings", "Counterparts", "Assignments", "Indemnity", "Confidentiality", "Litigations", "Definitions", "Titles", "Submission To Jurisdiction", "Notices", "Further Assurances", "Authority", "Modifications", "Base Salary", "Remedies"], "gold": ["Remedies"]}
+{"input": "If any of the restrictions or obligations contained in Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, such provision shall be modified to be effective for the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.", "references": ["Payments", "Base Salary", "Titles", "Withholdings", "Releases", "Use Of Proceeds", "Indemnity", "Warranties", "Fees", "Waiver Of Jury Trials", "Non-Disparagement", "Anti-Corruption Laws", "Solvency", "Adjustments", "Tax Withholdings", "Assignments", "Approvals", "Brokers", "Consents", "Employment", "Taxes", "Integration", "Organizations", "Enforcements", "Sales", "Forfeitures", "Sanctions", "Closings", "Specific Performance", "Transactions With Affiliates", "Severability"], "gold": ["Severability"]}
+{"input": "Except as set forth on Schedule 3(p) and other than the grant or exercise of stock options or any other equity securities offered pursuant to duly adopted stock or incentive compensation plans\u00a0\u00a0as disclosed on Schedule 3(c), none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors and reimbursement for expenses incurred on behalf of the Company ), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a material interest or is an officer, director, trustee or general partner.", "references": ["Liens", "Positions", "Benefits", "Notices", "Books", "Binding Effects", "Terms", "Further Assurances", "Governing Laws", "No Defaults", "Consents", "Enforcements", "Arbitration", "Successors", "Participations", "Payments", "Records", "Jurisdictions", "Forfeitures", "Anti-Corruption Laws", "Counterparts", "Compliance With Laws", "Interests", "Venues", "Capitalization", "Financial Statements", "Effectiveness", "Enforceability", "Subsidiaries", "Terminations", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart.\u00a0 This Agreement may be executed and delivered by facsimile or by an electronic scan delivered by electronic transmission.", "references": ["Enforcements", "Warranties", "Intellectual Property", "Further Assurances", "Records", "Brokers", "Binding Effects", "Use Of Proceeds", "Subsidiaries", "Liens", "Cooperation", "Survival", "Closings", "Organizations", "Indemnity", "Effective Dates", "Disclosures", "Governing Laws", "Indemnifications", "Submission To Jurisdiction", "Vacations", "Terms", "Benefits", "Solvency", "Forfeitures", "Waivers", "Change In Control", "Costs", "No Defaults", "Capitalization", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant\u2019s employment with or service to the General Partner, the Partnership and their respective Affiliates or membership on the Board or the board of directors of an Affiliate of the General Partner, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding Unit Appreciation Rights awarded to the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant\u2019s Unit Appreciation Rights; provided that the waiver contemplated under this Section\u00a06(c)(iii) shall be effective only to the extent that such waiver will not cause the Participant\u2019s Options that are designed to satisfy Section\u00a0409A to fail to satisfy such regulations.", "references": ["Enforceability", "Change In Control", "Vesting", "Anti-Corruption Laws", "Duties", "Venues", "Integration", "Intellectual Property", "Subsidiaries", "Approvals", "Specific Performance", "Death", "Sanctions", "Binding Effects", "Interpretations", "Waivers", "No Defaults", "Effectiveness", "Cooperation", "Disability", "Terms", "Qualifications", "Interests", "General", "Amendments", "Taxes", "Brokers", "Vacations", "Entire Agreements", "Employment", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The Company agrees to execute and deliver, or cause to be executed and delivered, all such other papers and to take all such other actions within its power as the Administrative Agent may reasonably request from time to time in order to carry out the purposes of this Agreement.", "references": ["Approvals", "Taxes", "Adjustments", "Construction", "Records", "Costs", "Death", "Liens", "Positions", "Miscellaneous", "Sales", "Representations", "Entire Agreements", "Transactions With Affiliates", "Litigations", "Fees", "Enforcements", "Publicity", "Financial Statements", "Interests", "Authority", "Assigns", "No Waivers", "Cooperation", "Interpretations", "Headings", "Insurances", "Forfeitures", "Defined Terms", "Binding Effects", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Except as otherwise indicated in this Amendment No. 27, all terms defined in the GTA or SBP shall have the same meanings when used in this Amendment No. 27. This Amendment No. 27 constitutes the complete and exclusive agreement between the Parties with respect to the subject matter of this Amendment No. 27, and this Amendment No. 27 supersedes all previous agreements between the Parties relating to the subject matter of Amendment No. 27, whether written or oral. The GTA and SBP shall remain in full force and effect and are not modified, revoked, or superseded except as specifically stated in this Amendment No. 27.", "references": ["Capitalization", "Miscellaneous", "Effectiveness", "Consent To Jurisdiction", "Base Salary", "Enforceability", "Severability", "Representations", "Survival", "Adjustments", "Specific Performance", "Notices", "Consents", "Construction", "No Defaults", "Costs", "Amendments", "Remedies", "Enforcements", "Sales", "Publicity", "Waivers", "No Waivers", "Closings", "Disclosures", "Subsidiaries", "Sanctions", "Indemnity", "Liens", "Venues", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations under this Agreement, including the issuance of the Warrant Shares, and the consummation of the transactions contemplated by this Agreement do not and will not (i)\u00a0violate or conflict with any provision of the Company\u2019s organizational documents or any judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii)\u00a0violate any provision of, or result in the breach or the acceleration (whether after the giving of notice or lapse of time or both) of, any mortgage, indenture, deed of trust, agreement, instrument or contract to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; or (iii)\u00a0result in the creation or imposition of any lien, security interest, encumbrance or other charge upon any property or asset of the Company or any of its subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company or any of its subsidiaries; except in the case of clauses (ii) and (iii) for any such violation, breach, acceleration, creation, imposition, suspension, revocation, impairment, forfeiture or nonrenewal that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries considered as a whole or on the Company\u2019s ability to perform its obligations under this Agreement.", "references": ["Base Salary", "Non-Disparagement", "Assigns", "Assignments", "Subsidiaries", "Duties", "Successors", "Releases", "Specific Performance", "Compliance With Laws", "Closings", "Consents", "Applicable Laws", "Effectiveness", "Terms", "Effective Dates", "Further Assurances", "Organizations", "Disability", "Taxes", "Adjustments", "Existence", "Entire Agreements", "Payments", "Interpretations", "Publicity", "Solvency", "Integration", "Sales", "Amendments", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Executive agrees, both during and after the Consulting Period terminates, not to knowingly disparage the Company or its officers, directors, employees or agents in any manner likely to be materially harmful to it or them or its business or their business, business reputation or personal reputation. This paragraph will not be violated by statements by the Executive which are truthful, complete and made in good faith in required response to legal process or governmental inquiry.", "references": ["Duties", "Existence", "Assignments", "Solvency", "Severability", "Compliance With Laws", "Titles", "Miscellaneous", "Applicable Laws", "Specific Performance", "Employment", "Qualifications", "Entire Agreements", "Disability", "Disclosures", "Authorizations", "Amendments", "Withholdings", "Records", "Authority", "Terminations", "Terms", "Intellectual Property", "Remedies", "Change In Control", "Indemnity", "Approvals", "Construction", "Payments", "Definitions", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Agreement, and the Executive\u2019s rights and obligations hereunder, may not be assigned by him. The Company may assign its rights, together with its obligations hereunder, to any of its affiliates or subsidiaries, or any successor thereto.", "references": ["Withholdings", "Submission To Jurisdiction", "Organizations", "Anti-Corruption Laws", "Successors", "Solvency", "Binding Effects", "Amendments", "Qualifications", "Disclosures", "No Defaults", "Death", "Counterparts", "Payments", "No Waivers", "Titles", "Interests", "Further Assurances", "Vesting", "Sales", "Records", "Specific Performance", "Enforcements", "Applicable Laws", "Vacations", "Fees", "Interpretations", "Financial Statements", "Capitalization", "Expenses", "Assignments"], "gold": ["Assignments"]}
+{"input": "EACH OF SELLER AND BUYER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER OR BOTH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.", "references": ["Modifications", "Base Salary", "Organizations", "Disability", "Litigations", "Tax Withholdings", "Qualifications", "Expenses", "Anti-Corruption Laws", "Miscellaneous", "Venues", "Headings", "Entire Agreements", "Terminations", "Records", "Severability", "Brokers", "Intellectual Property", "Consents", "Benefits", "Integration", "Transactions With Affiliates", "Costs", "Terms", "Change In Control", "Sanctions", "Liens", "Subsidiaries", "Amendments", "Construction", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "As soon as available and in any event within 120 days after the close of each Fiscal Year of Borrower, a balance sheet and related statements of income, retained earnings and cash flow of Borrower, as at the end of and for such Fiscal Year, audited by an Independent Public Accountant acceptable to Lender and prepared on a GAAP basis (or another accounting basis reasonably acceptable to Lender) consistently applied, and accompanied by a written statement of an Authorized Officer of Borrower stating that he/she has no knowledge of the occurrence of any event which constitutes a Default or an Event of Default under this Agreement, and, if so, stating in reasonable detail the facts with respect thereto.", "references": ["Vacations", "Confidentiality", "Assignments", "Miscellaneous", "Taxes", "Publicity", "Disclosures", "Change In Control", "Binding Effects", "Qualifications", "Titles", "Effective Dates", "Insurances", "Tax Withholdings", "Withholdings", "Organizations", "Records", "Submission To Jurisdiction", "Arbitration", "Books", "Enforcements", "Indemnifications", "Liens", "Definitions", "Waiver Of Jury Trials", "Agreements", "Defined Terms", "Jurisdictions", "Warranties", "Intellectual Property", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "At Closing, the Title Company shall be irrevocably and unconditionally prepared to issue to Purchaser after Closing in the form of the fully \u201cmarked\u2011up\u201d Title Commitments or Pro Forma Title Policies issued to Purchaser and attached to Purchaser\u2019s closing instruction letter signed by the Title Company, as such forms were agreed upon by Purchaser, together with all endorsements, on or prior to the DDP Expiration Date, subject to and in accordance with Sections\u00a03.02(d) and (e) .", "references": ["Positions", "Solvency", "Subsidiaries", "Indemnifications", "Publicity", "Indemnity", "Submission To Jurisdiction", "Terminations", "Employment", "Change In Control", "Vesting", "Powers", "Successors", "Use Of Proceeds", "Approvals", "Binding Effects", "Survival", "No Waivers", "Taxes", "Further Assurances", "Compliance With Laws", "Withholdings", "Authority", "Tax Withholdings", "Books", "Notices", "Warranties", "Agreements", "Headings", "Non-Disparagement", "Titles"], "gold": ["Titles"]}
+{"input": "There are no actions, suits or other proceedings at law or in equity by or before any Governmental Authority now pending or to Borrower\u2019s actual knowledge, threatened against or affecting any Borrower, Guarantor, Property Manager (if such Property Manager is an Affiliate of Borrower or Guarantor) or any Property, in any court or by or before any other Governmental Authority, which, if adversely determined, could reasonably be expected to materially and adversely affect the condition (financial or otherwise) or business of any Borrower (including the ability of Borrowers to carry out its obligations under the Loan Documents), Guarantor, Property Manager (if such Property Manager is an Affiliate of Borrower or Guarantor) the use, value, condition or ownership of any Property.", "references": ["Anti-Corruption Laws", "Vesting", "Cooperation", "Duties", "Costs", "Consents", "Financial Statements", "Headings", "Warranties", "Positions", "Base Salary", "Authority", "Severability", "Payments", "Effectiveness", "Disclosures", "Applicable Laws", "Intellectual Property", "Releases", "Enforceability", "Withholdings", "Capitalization", "Forfeitures", "Publicity", "General", "Employment", "Notices", "Enforcements", "Governing Laws", "Non-Disparagement", "Litigations"], "gold": ["Litigations"]}
+{"input": "This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Tax Withholdings", "Change In Control", "Confidentiality", "Vacations", "Effective Dates", "Base Salary", "Subsidiaries", "Books", "Sanctions", "Erisa", "Consents", "Anti-Corruption Laws", "No Defaults", "Venues", "Warranties", "Terms", "Payments", "Approvals", "Powers", "Governing Laws", "Terminations", "Disability", "Applicable Laws", "Withholdings", "Modifications", "Solvency", "Definitions", "Successors", "Financial Statements", "Closings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The term of this Agreement shall be from the Effective Date and for a period of two years thereafter (the \u201c Original Term \u201d); provided, that, this Agreement shall be automatically extended, subject to earlier termination as provided herein, for successive additional one year periods (each, an \u201c Additional Term \u201d), on the second anniversary of the Effective Date and each subsequent anniversary thereof unless, at least 90 days before the date on which an Additional Term otherwise would automatically begin, the Company or the Executive notifies the other in writing that the Term (as defined below) shall not be extended by any Additional Terms thereafter. Notwithstanding the foregoing, if a Change of Control (as defined below) occurs during the Original Term or an Additional Term, the term of this Agreement shall extend until the later of the Original Term or an Additional Term or the 18-month anniversary of such Change of Control (such extension, together with the Original Term or any Additional Terms, the \u201c Term \u201d).", "references": ["Further Assurances", "Assigns", "Vesting", "Organizations", "Taxes", "Enforcements", "Interests", "Consent To Jurisdiction", "Intellectual Property", "Base Salary", "Change In Control", "Disclosures", "Releases", "Qualifications", "Litigations", "Tax Withholdings", "Sales", "Fees", "Submission To Jurisdiction", "Disability", "Modifications", "Construction", "Positions", "Adjustments", "Payments", "Solvency", "Books", "Closings", "Insurances", "Compliance With Laws", "Terms"], "gold": ["Terms"]}
+{"input": "This document and the Award will be construed and enforced in accordance with, and governed by, the laws of the State of Indiana, determined without regard to its conflict of law rules.", "references": ["Closings", "Agreements", "Amendments", "Successors", "Arbitration", "Solvency", "Positions", "Venues", "Existence", "Waiver Of Jury Trials", "Counterparts", "No Conflicts", "Erisa", "Death", "Tax Withholdings", "Anti-Corruption Laws", "Liens", "Binding Effects", "Enforcements", "Applicable Laws", "Compliance With Laws", "No Defaults", "Qualifications", "Sanctions", "Vesting", "Use Of Proceeds", "Assignments", "Entire Agreements", "Warranties", "Specific Performance", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Notwithstanding anything to the contrary contained in the Lease, except in connection with an assignment or sublet pursuant to Paragraph 11 of this Lease, Tenant shall not assign, transfer, mortgage, pledge, encumber, or hypothecate the Lease or any interest therein which relates to the Storage Space, or sublet, or permit any licensee, permittee, concessionaire or any other person other than Tenant and its employees to use or occupy, the Storage Space or any part thereof.", "references": ["Adjustments", "Transactions With Affiliates", "Vacations", "Survival", "Withholdings", "Remedies", "Capitalization", "Closings", "Confidentiality", "Waivers", "Terms", "Records", "Expenses", "Litigations", "Agreements", "Sanctions", "Books", "Base Salary", "Construction", "Warranties", "Interests", "Non-Disparagement", "Indemnifications", "Enforcements", "Representations", "Use Of Proceeds", "Severability", "Approvals", "No Defaults", "Miscellaneous", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor .\u00a0\u00a0Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations .\u00a0\u00a0Nothing in this Section 10.08 shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under Article VII hereof as a result of any such notice of termination.", "references": ["Warranties", "Costs", "Definitions", "Terms", "Base Salary", "Venues", "Indemnity", "Headings", "Defined Terms", "Amendments", "Expenses", "Change In Control", "Indemnifications", "Publicity", "Applicable Laws", "Assignments", "Transactions With Affiliates", "Litigations", "Counterparts", "Compliance With Laws", "Representations", "Tax Withholdings", "Effectiveness", "Books", "Non-Disparagement", "Anti-Corruption Laws", "Death", "Authorizations", "Modifications", "Qualifications", "Terminations"], "gold": ["Terminations"]}
+{"input": "All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and be sent or delivered to each party hereto at its address set forth under its name on the signature pages hereof (or in any Assumption Agreement pursuant to which it became a party hereto) or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by first class mail), and notices and communications sent by other means shall be effective when received.", "references": ["Base Salary", "Disability", "Terms", "Disclosures", "Insurances", "Waivers", "Integration", "Vacations", "Indemnifications", "Publicity", "General", "Positions", "Submission To Jurisdiction", "Organizations", "Death", "Successors", "Entire Agreements", "Applicable Laws", "Effectiveness", "Authorizations", "Costs", "Payments", "Solvency", "Survival", "No Defaults", "Participations", "Transactions With Affiliates", "Definitions", "Capitalization", "Miscellaneous", "Notices"], "gold": ["Notices"]}
+{"input": "Administrative Agent shall have received a duly executed Solvency Certificate.", "references": ["Indemnifications", "Definitions", "Vacations", "Cooperation", "Survival", "Use Of Proceeds", "Capitalization", "Integration", "Costs", "Liens", "Participations", "Sanctions", "Authorizations", "Binding Effects", "Forfeitures", "Organizations", "Assignments", "Duties", "Death", "Defined Terms", "Enforcements", "Compliance With Laws", "Counterparts", "Severability", "Headings", "Intellectual Property", "Waiver Of Jury Trials", "General", "Publicity", "Sales", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each Loan Document has been duly executed and delivered by each Borrower that is party thereto and constitutes a legal, valid and binding obligation of each such Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.", "references": ["Releases", "No Waivers", "Consents", "Governing Laws", "Capitalization", "Warranties", "Closings", "Erisa", "Vacations", "Arbitration", "Solvency", "No Defaults", "Consent To Jurisdiction", "Books", "Amendments", "Withholdings", "Non-Disparagement", "Existence", "Authorizations", "Publicity", "Approvals", "Construction", "General", "Expenses", "Definitions", "Interpretations", "Participations", "Submission To Jurisdiction", "Employment", "Compliance With Laws", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any Loan Document or the Transactions.", "references": ["Liens", "Payments", "Subsidiaries", "Indemnifications", "Assigns", "Death", "Closings", "Effectiveness", "Powers", "Headings", "Terminations", "General", "Arbitration", "Publicity", "Authority", "No Defaults", "Fees", "Approvals", "Amendments", "Releases", "Sales", "Organizations", "Benefits", "Notices", "Erisa", "Interests", "Solvency", "Anti-Corruption Laws", "Intellectual Property", "Terms", "Litigations"], "gold": ["Litigations"]}
+{"input": "If an Account of any Borrower constituting Collateral includes a charge for any Taxes (in each case to the extent such Taxes are then due and payable (except if being contested in good faith by appropriate proceedings being diligently conducted and for which adequate reserves have been provided in accordance with GAAP) and which have priority over the Liens of Administrative Agent in such Accounts), Administrative Agent is authorized, during the continuance of an Event of Default, in its reasonable discretion, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither Administrative Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.", "references": ["Closings", "Headings", "Litigations", "Severability", "Duties", "Defined Terms", "Sanctions", "Interests", "Assigns", "Definitions", "Anti-Corruption Laws", "Representations", "Governing Laws", "Interpretations", "Costs", "Miscellaneous", "Organizations", "No Conflicts", "Warranties", "No Defaults", "Venues", "Tax Withholdings", "Capitalization", "Arbitration", "Intellectual Property", "Entire Agreements", "Authorizations", "Base Salary", "Amendments", "Vesting", "Taxes"], "gold": ["Taxes"]}
+{"input": "The proceeds of the U.S. Term B Loans shall be used on the Restatement Effective Date, together with the proceeds of the Senior Notes, to repay in full all amounts under, and terminate, the Existing Credit Agreement, to pay related fees and expenses in connection with the Refinancing and for general corporate purposes. The proceeds of the Revolving Loans shall be used, together with the Letters of Credit, for general corporate purposes.", "references": ["Withholdings", "Binding Effects", "Effective Dates", "Approvals", "Interests", "Sales", "Anti-Corruption Laws", "Vesting", "Forfeitures", "Releases", "Death", "Non-Disparagement", "Fees", "Positions", "Arbitration", "Venues", "Liens", "Books", "Brokers", "Assigns", "Employment", "Adjustments", "Effectiveness", "Terms", "Remedies", "Erisa", "Authorizations", "Disability", "Counterparts", "Consent To Jurisdiction", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section\u00a013(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \u201cSEC Reports\u201d). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201cGAAP\u201d), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.", "references": ["Effective Dates", "Waiver Of Jury Trials", "Books", "Taxes", "Organizations", "Arbitration", "Titles", "Construction", "Participations", "Cooperation", "Releases", "Positions", "No Defaults", "Benefits", "Disclosures", "Jurisdictions", "Sales", "Brokers", "Withholdings", "Notices", "Erisa", "Sanctions", "Indemnity", "Indemnifications", "Survival", "General", "Powers", "Entire Agreements", "Submission To Jurisdiction", "Adjustments", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "No amendment, modification, termination or waiver of any provision of this Agreement, nor any consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by the Lender and Borrower.", "references": ["Defined Terms", "Benefits", "Modifications", "Venues", "Qualifications", "Forfeitures", "Books", "Remedies", "Consents", "Confidentiality", "Organizations", "Sanctions", "Transactions With Affiliates", "Binding Effects", "Enforceability", "Approvals", "Interests", "Consent To Jurisdiction", "Warranties", "Expenses", "Assigns", "Fees", "Solvency", "Further Assurances", "Effectiveness", "Agreements", "Governing Laws", "Powers", "Compliance With Laws", "Employment", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from any Award granted hereunder or other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld or to satisfy any applicable payroll deductions with respect to the vesting of, lapse of restrictions on, or payment of any Award, up to the maximum statutory tax rates. A Participant who is an officer or director subject to the provisions of Section 16 of the Exchange Act as of the date of the withholding requirement may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock in accordance with Section 12(b) of the Plan.", "references": ["Specific Performance", "Approvals", "Notices", "Consent To Jurisdiction", "Closings", "Construction", "Anti-Corruption Laws", "Disability", "Further Assurances", "Base Salary", "Counterparts", "Duties", "Death", "Applicable Laws", "Participations", "Insurances", "Successors", "Entire Agreements", "Records", "Expenses", "Headings", "Interests", "Change In Control", "Terms", "Arbitration", "Powers", "No Waivers", "Waiver Of Jury Trials", "Survival", "Sanctions", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a)\u00a0insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b)\u00a0all insurance required pursuant to the Collateral Documents. The Company will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.", "references": ["Duties", "Amendments", "Sales", "Costs", "Defined Terms", "Disability", "Waivers", "Participations", "Sanctions", "Transactions With Affiliates", "Vacations", "Subsidiaries", "Assignments", "Remedies", "Payments", "Indemnity", "Arbitration", "Governing Laws", "General", "Warranties", "Publicity", "Closings", "Financial Statements", "Consent To Jurisdiction", "Further Assurances", "Headings", "Compliance With Laws", "Organizations", "Successors", "Miscellaneous", "Insurances"], "gold": ["Insurances"]}
+{"input": "All disclosure provided to the Stockholders regarding OHGI, its business and the transactions contemplated hereby, including the OHGI Disclosure Schedules to this Agreement, furnished by or on behalf of OHGI with respect to the representations and warranties made herein are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. In the event that the OHGI Disclosure Schedules are not delivered contemporaneously with the execution of this Agreement, they shall be delivered as soon as practicable prior to the Closing Date.", "references": ["Terms", "Severability", "Use Of Proceeds", "Insurances", "Sanctions", "Miscellaneous", "Subsidiaries", "Financial Statements", "No Defaults", "Waiver Of Jury Trials", "Disability", "Records", "Definitions", "Arbitration", "Headings", "Binding Effects", "Existence", "Titles", "Withholdings", "Approvals", "Specific Performance", "Non-Disparagement", "Powers", "Integration", "Intellectual Property", "Publicity", "Erisa", "Indemnity", "Tax Withholdings", "Enforceability", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Company may at any time amend this Agreement, provided that no amendment that adversely impacts the rights of the Participant under this Agreement may be made without the Participant\u2019s written consent.", "references": ["Assigns", "General", "Integration", "Expenses", "Authorizations", "Death", "Cooperation", "Taxes", "Erisa", "Base Salary", "Intellectual Property", "Interests", "Compliance With Laws", "Enforceability", "Representations", "Survival", "No Defaults", "Forfeitures", "Modifications", "Entire Agreements", "Transactions With Affiliates", "Waiver Of Jury Trials", "Adjustments", "Terms", "Confidentiality", "Agreements", "Capitalization", "Submission To Jurisdiction", "Releases", "Notices", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Plan was originally adopted on March\u00a011, 2008. This amendment and restatement of the Plan is effective as of March\u00a014, 2018, subject to ratification by the stockholders of the Company at the Annual Meeting of Stockholders to be held on such date. No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan is last approved by the stockholders, but Awards previously granted may extend beyond that date; provided, however, that Incentive Stock Options may not be granted under the Plan after November\u00a07, 2027. For the avoidance of doubt, this amendment and restatement is not intended, and shall not be interpreted to, modify any Awards granted prior to March\u00a014, 2018 to the extent such modification would result in a loss of deductibility under Code Section\u00a0162(m).", "references": ["No Defaults", "Waivers", "Organizations", "Employment", "Compliance With Laws", "Subsidiaries", "Death", "Warranties", "Brokers", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Severability", "Cooperation", "Liens", "Payments", "Survival", "Expenses", "Non-Disparagement", "Costs", "Integration", "Releases", "Existence", "Anti-Corruption Laws", "Capitalization", "Modifications", "No Conflicts", "Defined Terms", "Interpretations", "Headings", "Terms", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK .", "references": ["Positions", "Representations", "Authority", "Successors", "Liens", "Entire Agreements", "Warranties", "Vacations", "Assignments", "Tax Withholdings", "Participations", "Terminations", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Base Salary", "Terms", "Transactions With Affiliates", "Closings", "Sanctions", "Adjustments", "Releases", "Use Of Proceeds", "Death", "Intellectual Property", "Brokers", "Enforcements", "Headings", "Notices", "Specific Performance", "Existence", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Upon satisfaction of the conditions set forth herein and upon receipt of all closing deliverables set forth in this Section 5, unless waived by the Company and the Holder, a closing (the date of such closing sometimes referred to herein as the \u201cClosing Date\u201d or the \u201cEffective Date\u201d) shall occur at the offices of King & Spalding LLP, 601 S. California Ave., Palo Alto, California 94304, or such other location as the parties shall mutually agree. On or before the Closing Date, Holder shall deliver to the Company (a) certificates representing the Holder\u2019s Preferred Shares, and (b) Holder\u2019s Warrants, and the Company shall deliver to Holder in book entry form the total number of shares of restricted Common Stock of the Company as set forth on Schedule A annexed hereto. Additionally, on or before the Closing Date, the Company shall have received (i) Other Agreements executed by 100% of the Other Holders (as such terms are defined below) and (ii) conversion notices from holders of 100% of the outstanding shares of the Company\u2019s Series A Preferred Stock, Series B Preferred Stock and Series E Preferred Stock, duly executed by each such holder and evidencing each such holder\u2019s irrevocable intention to convert its respective preferred stock into Common Stock pursuant to the terms of the applicable Certificate of Designations for each such series of preferred stock. On the Effective Date, any and all obligations of the Company to Holder under the Certificate of Designations or with respect to the Preferred Shares or the Warrants shall be fully satisfied, the certificates evidencing the Preferred Shares and Warrants shall be cancelled, the Certificate of Designations, the Subscription Agreement and the Registration Rights Agreement shall be terminated and of no further force or effect and Holder will have no remaining rights, powers, privileges, remedies or interests under the Subscription Agreement, the Certificate of Designations, the Preferred Shares, the Warrants or the Registration Rights Agreement.", "references": ["Indemnity", "Cooperation", "Change In Control", "Base Salary", "Successors", "Assignments", "Interests", "Liens", "Assigns", "Enforcements", "No Conflicts", "Effectiveness", "Vacations", "Enforceability", "Terms", "Waivers", "Costs", "Publicity", "Governing Laws", "No Defaults", "Intellectual Property", "Benefits", "Erisa", "Non-Disparagement", "Authority", "Brokers", "Expenses", "General", "Severability", "Use Of Proceeds", "Closings"], "gold": ["Closings"]}
+{"input": "The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to each Buyer, the Company\u2019s best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a02.", "references": ["Governing Laws", "Jurisdictions", "Compliance With Laws", "Notices", "Further Assurances", "Terms", "Indemnifications", "Releases", "Applicable Laws", "Vesting", "Closings", "Amendments", "Records", "Enforceability", "Confidentiality", "Warranties", "Effectiveness", "Solvency", "Benefits", "Titles", "Use Of Proceeds", "Disability", "Intellectual Property", "Brokers", "Participations", "Headings", "Interests", "Definitions", "Assignments", "Submission To Jurisdiction", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except as otherwise expressly provided in this Lease, all rights, options and remedies of Landlord contained in this Lease will be construed and held to be cumulative, and no one of them will be exclusive of the other, and Landlord will have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law whether or not stated in this Lease.\u00a0\u00a0No waiver by Landlord of a breach of any of the terms, covenants or conditions of this Lease by Tenant will be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition therein contained.\u00a0\u00a0No waiver of any default of Tenant hereunder will be implied from any omission by Landlord to take any action on account of such default if such default persists or is repeated, and no express waiver will affect default other than as specified in such waiver.\u00a0\u00a0The consent or approval by Landlord to or of any act by Tenant requiring Landlord\u2019s consent or approval will not be deemed to waive or render unnecessary Landlord\u2019s consent to or approval of any subsequent similar acts by Tenant.", "references": ["Enforceability", "Counterparts", "Financial Statements", "Definitions", "Litigations", "Authority", "Base Salary", "Anti-Corruption Laws", "Headings", "Payments", "Amendments", "Sales", "Terminations", "Duties", "Existence", "Submission To Jurisdiction", "Waivers", "Qualifications", "Sanctions", "Publicity", "Adjustments", "Intellectual Property", "Fees", "Disability", "Liens", "Vacations", "Cooperation", "Effective Dates", "Agreements", "Interpretations", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Except as set forth in Schedule 7.2(g) with respect to certain litigation against Seller, which litigation does not affect the Property or New Property Owner, there is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding that is pending, or to Seller\u2019s knowledge threatened in writing, against Seller, New Property Owner, the Property or the Membership Interests (other than, in the case of Seller, New Property Owner and the Property, claims for personal injury, property damage, worker's compensation or employment practices liability for which Seller\u2019s insurance carrier has not disclaimed liability and in which the amounts claimed do not exceed the applicable insurance policy limits).", "references": ["Interests", "Effectiveness", "General", "Costs", "Waiver Of Jury Trials", "Successors", "Disability", "Assigns", "Headings", "Vesting", "Binding Effects", "Adjustments", "Forfeitures", "Specific Performance", "Submission To Jurisdiction", "No Waivers", "Taxes", "Anti-Corruption Laws", "Expenses", "Representations", "Further Assurances", "Vacations", "Amendments", "Titles", "Powers", "Compliance With Laws", "Warranties", "Remedies", "Sales", "Interpretations", "Litigations"], "gold": ["Litigations"]}
+{"input": "As of the date hereof, (i) there is no claim, legal action, suit, arbitration, investigation or other proceeding pending, or to such Seller\u2019s knowledge threatened, against such Seller (1) relating to the ownership of the Purchased Securities or (2) that would restrict or prohibit the purchase and sale of the Purchased Securities to Purchaser; (ii) such Seller is not subject to any outstanding judgment, order, writ, injunction or decree of any Governmental Authority that would restrict or prohibit the purchase and sale of the Purchased Securities to Purchaser; and (iii) to such Seller\u2019s knowledge, there is currently no investigation or review by any Governmental Authority with respect to such Seller that would restrict or prohibit the purchase and sale of the Purchased Securities to Purchaser.", "references": ["Representations", "Interpretations", "Erisa", "Vesting", "Records", "Remedies", "Authorizations", "Books", "Payments", "Indemnity", "Definitions", "Forfeitures", "Approvals", "No Waivers", "Consents", "Severability", "Effectiveness", "Effective Dates", "Capitalization", "Venues", "Benefits", "Jurisdictions", "Interests", "Positions", "Arbitration", "Vacations", "Financial Statements", "Terms", "Expenses", "Liens", "Litigations"], "gold": ["Litigations"]}
+{"input": "(1) Each Seller Party, Agent, each Purchaser Agent and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to Agent, each Purchaser Agent, each Purchaser and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party, Agent, such Purchaser Agent and such Purchaser and its officers and employees may disclose such information to such Seller Party\u2019s, Agent\u2019s, such Purchaser Agent\u2019s and such Purchaser\u2019s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.", "references": ["Indemnifications", "Integration", "Vesting", "Applicable Laws", "Withholdings", "Effectiveness", "Waiver Of Jury Trials", "Insurances", "No Defaults", "Closings", "Tax Withholdings", "Erisa", "Powers", "Forfeitures", "Binding Effects", "Indemnity", "Titles", "Organizations", "Modifications", "Definitions", "Survival", "Consents", "Terms", "Terminations", "Base Salary", "Adjustments", "Representations", "Remedies", "Further Assurances", "Liens", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Executive\u2019s principal employment duties and responsibilities shall be those duties and responsibilities customary for the positions of Executive Vice President \u2013 General Counsel, Chief Compliance Officer, Corporate Secretary and Assistant Treasurer and such other executive duties and responsibilities as the Chief Executive Officer (or such other executive officer as the Chief Executive Officer shall determine) shall from time to time reasonably assign to the Executive.", "references": ["Vacations", "Forfeitures", "Disability", "Benefits", "Participations", "Taxes", "Capitalization", "Qualifications", "Counterparts", "Headings", "Non-Disparagement", "Effectiveness", "Representations", "Entire Agreements", "Interests", "Litigations", "Erisa", "Enforceability", "Terminations", "Approvals", "Employment", "Intellectual Property", "Indemnity", "Use Of Proceeds", "Records", "Cooperation", "Publicity", "No Waivers", "Warranties", "Withholdings", "Duties"], "gold": ["Duties"]}
+{"input": "The historical consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial condition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, owners\u2019 equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (\u201c GAAP \u201d) applied on a consistent basis throughout the periods presented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly in accordance with GAAP the information required to be stated therein. Except as included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus regarding \u201cnon-GAAP financial measures\u201d (as such term is defined by the rules\u00a0and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act, and Item 10 of Regulation S-K under the 1933 Act, in each case to the extent applicable.", "references": ["Definitions", "Indemnity", "Anti-Corruption Laws", "Expenses", "Duties", "Benefits", "Compliance With Laws", "Books", "Binding Effects", "Tax Withholdings", "Confidentiality", "Positions", "Consent To Jurisdiction", "Change In Control", "Assignments", "Terms", "Waivers", "Vacations", "Litigations", "Consents", "Cooperation", "Employment", "Representations", "Brokers", "Transactions With Affiliates", "Notices", "Capitalization", "Authority", "Organizations", "Further Assurances", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.\u00a0 Furthermore, the parties recognize that in the event any party fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the other party.\u00a0 The parties agree therefore that either party shall be entitled to seek specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security.\u00a0 Without limiting the generality of the foregoing, either party shall have the right to seek specific performance of this Agreement, including the Closing and the performance by the other party of all other actions contemplated herein.", "references": ["Cooperation", "Terms", "Definitions", "Records", "Compliance With Laws", "Jurisdictions", "Entire Agreements", "Notices", "Participations", "Benefits", "Powers", "Waivers", "Erisa", "Organizations", "No Conflicts", "Anti-Corruption Laws", "Indemnifications", "General", "Transactions With Affiliates", "Sanctions", "Enforceability", "Indemnity", "Consent To Jurisdiction", "Books", "Defined Terms", "Costs", "Closings", "Modifications", "Effectiveness", "Vesting", "Remedies"], "gold": ["Remedies"]}
+{"input": "(1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.13 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.13. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.13 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder\u2019s nominee or proposal in compliance with such stockholder\u2019s representation as required by clause (A)(2)(c)(vi) of this Section 1.13) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 1.13, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.13, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 1.13, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.", "references": ["Construction", "Headings", "Subsidiaries", "Death", "Anti-Corruption Laws", "Indemnity", "Interpretations", "Fees", "Employment", "Venues", "Transactions With Affiliates", "Defined Terms", "Expenses", "Remedies", "Cooperation", "Tax Withholdings", "Severability", "Records", "Effectiveness", "Arbitration", "Assigns", "Solvency", "Indemnifications", "Amendments", "Intellectual Property", "Erisa", "No Waivers", "Litigations", "Closings", "Compliance With Laws", "General"], "gold": ["General"]}
+{"input": "No modification or amendment of this Agreement shall be valid unless it is written and signed by the party against whom the same is sought to be enforced. Notwithstanding the foregoing, COMPANY reserves right to modify the extent and content of the Services when desired or necessary and Advisor shall not unreasonably withhold or delay its consent to such modification.", "references": ["Sales", "Tax Withholdings", "Entire Agreements", "Assignments", "Integration", "Authorizations", "Terms", "Cooperation", "Qualifications", "Closings", "Use Of Proceeds", "Death", "Taxes", "Withholdings", "Agreements", "Costs", "Compliance With Laws", "Titles", "Powers", "Waiver Of Jury Trials", "Change In Control", "Severability", "Disclosures", "Enforcements", "Fees", "Anti-Corruption Laws", "No Waivers", "Erisa", "Binding Effects", "Effectiveness", "Modifications"], "gold": ["Modifications"]}
+{"input": "Waivers .\u00a0 The provisions of Section 26 of the Pledge Agreement are hereby incorporated by reference as if fully set forth herein. \u00a0The Pledgor irrevocably waives notice of acceptance of this Pledge Agreement Supplement and acknowledges that the Secured Obligations are and shall be deemed to be incurred, and Credit Extensions under the Loan Documents, Secured Cash Management Agreements and Secured Hedge Agreements made and maintained, in reliance on this Pledge Agreement Supplement.", "references": ["Titles", "Qualifications", "Effective Dates", "Waivers", "Integration", "Confidentiality", "No Defaults", "Arbitration", "Taxes", "Severability", "Compliance With Laws", "Entire Agreements", "No Conflicts", "Interests", "Base Salary", "Organizations", "Fees", "Terminations", "Employment", "Vesting", "Books", "Applicable Laws", "Survival", "Miscellaneous", "Further Assurances", "Payments", "Assigns", "Modifications", "Indemnity", "Existence", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "James Alexander shall invoice Aclaris concurrently with any shipment of the Drug Product and Aclaris shall make full payment to James Alexander at the address specified on the invoice, no later than thirty (30) calendar days from the date of receipt of the invoice.\u00a0\u00a0If Aclaris has not made payment in full by the expiration of such thirty (30) day period, James Alexander shall be entitled to interest on such unpaid amount equal to [***] per month for any unpaid amounts.", "references": ["Erisa", "Positions", "Modifications", "Assignments", "Titles", "General", "Remedies", "Insurances", "No Waivers", "Interests", "Enforcements", "Agreements", "Enforceability", "Amendments", "Indemnity", "Governing Laws", "Compliance With Laws", "Waivers", "Liens", "Representations", "Authorizations", "Assigns", "Use Of Proceeds", "Vacations", "Survival", "Further Assurances", "Subsidiaries", "Non-Disparagement", "Approvals", "Releases", "Payments"], "gold": ["Payments"]}
+{"input": "Enter into, renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (i)(A) transactions with Asure Software, Inc. not to exceed $5,000,000 in any fiscal year that are consummated in the ordinary course of business for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm's length transaction with a Person that is not an Affiliate thereof and (B) transactions consummated in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm's length transaction with a Person that is not an Affiliate thereof, and, in the case of this clause (B), that are fully disclosed to the Agent prior to the consummation thereof, if they involve one or more payments by SMTC or any of its Subsidiaries in excess of $100,000 for any single transaction or series of related transactions, (ii) transactions with another Loan Party, (iii) transactions permitted under Section 7.1, 7.3, 7.4, 7.5, 7.7 or 7.8 hereof, (iv) sales of Qualified Equity Interests of SMTC to Affiliates of SMTC not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, (v) reasonable and customary director, officer and employee compensation (including bonuses and stock option programs), benefits and indemnification arrangements, in each case approved by the Board of Directors (or a committee thereof) of such Loan Party or such Subsidiary, (vi) transactions among or between Loan Parties otherwise permitted by this Agreement, and (vii) transactions among or between Subsidiaries of SMTC that are not Loan Parties otherwise permitted by this Agreement.", "references": ["Representations", "Modifications", "Interpretations", "No Conflicts", "Assigns", "Miscellaneous", "Death", "Vacations", "Qualifications", "Forfeitures", "Costs", "Closings", "Titles", "Notices", "Records", "Base Salary", "Consent To Jurisdiction", "Financial Statements", "General", "Headings", "Disclosures", "No Waivers", "Warranties", "Non-Disparagement", "Terms", "Indemnifications", "Construction", "Adjustments", "Cooperation", "Jurisdictions", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Use the proceeds of (a)\u00a0an Incremental Term Facility solely to refinance all obligations owing under the Senior Notes and the Senior Note Documents, and (b)\u00a0all other Credit Extensions for working capital, capital expenditures and other lawful general corporate purposes not in contravention of any Law or of any Loan Document.", "references": ["Expenses", "Construction", "Amendments", "Definitions", "Death", "Further Assurances", "Adjustments", "Sanctions", "Authorizations", "Jurisdictions", "Enforceability", "Solvency", "Base Salary", "Successors", "Sales", "Counterparts", "Liens", "Agreements", "Consent To Jurisdiction", "Cooperation", "Governing Laws", "Books", "General", "Insurances", "Miscellaneous", "Venues", "Change In Control", "Powers", "Brokers", "Notices", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Each Credit Party will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance by the Companies and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.", "references": ["No Conflicts", "Erisa", "Consents", "Effectiveness", "Closings", "Capitalization", "Fees", "Existence", "Releases", "Amendments", "Disability", "Entire Agreements", "Organizations", "Forfeitures", "Agreements", "Successors", "Notices", "Cooperation", "Employment", "Benefits", "Governing Laws", "Integration", "Terms", "Powers", "Participations", "Insurances", "Remedies", "Waivers", "General", "Enforceability", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement has been, and each other Loan Document to which each Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Loan Party. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors\u2019 rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.", "references": ["Disability", "Governing Laws", "Cooperation", "Assignments", "Change In Control", "Authorizations", "Organizations", "Waiver Of Jury Trials", "Death", "Interests", "Vacations", "Tax Withholdings", "Effective Dates", "Jurisdictions", "Agreements", "Integration", "Interpretations", "Successors", "Compliance With Laws", "Duties", "Warranties", "Modifications", "No Defaults", "Financial Statements", "Survival", "Submission To Jurisdiction", "Participations", "Consent To Jurisdiction", "Withholdings", "Expenses", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The Borrower shall not, and shall not permit any other Obligor to, make any payment to, or Dispose of any of its Property to, or purchase any Property from, or, except for Existing Affiliate Agreements, enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate of the Borrower which is not an Obligor or a Subsidiary of the Borrower involving aggregate consideration in excess of Cdn.$5,000,000, unless (i) each such Affiliate transaction is on terms that are not less favourable (taken as a whole) in any material respect to such Obligor as it would obtain in a comparable arm\u2019s-length transaction with a Person that is not an Affiliate or (ii) such Affiliate transaction is required in connection with a pre-closing restructuring for purposes of consummation of the TM Disposition.\u201d.", "references": ["No Waivers", "Defined Terms", "Entire Agreements", "Qualifications", "Change In Control", "Binding Effects", "Withholdings", "Insurances", "Publicity", "Consents", "General", "Disclosures", "Applicable Laws", "Agreements", "Definitions", "No Conflicts", "Construction", "Warranties", "Benefits", "Solvency", "Base Salary", "Sanctions", "Fees", "Assigns", "Litigations", "Venues", "Costs", "Headings", "Amendments", "Authority", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Executive shall be entitled to vacation of up to four (4) weeks per calendar year, pursuant to the applicable Company policy. All vacations shall be in addition to recognized national holidays. During all vacations, the Executive\u2019s compensation and other benefits as stated herein shall continue to be paid in full. Such vacations shall be taken only at times convenient for the Company, as approved by the Chief Executive Officer.", "references": ["Releases", "Publicity", "Governing Laws", "Anti-Corruption Laws", "Vesting", "Amendments", "Terminations", "Assignments", "Employment", "Death", "Financial Statements", "Definitions", "Assigns", "Defined Terms", "Base Salary", "No Conflicts", "Further Assurances", "Counterparts", "Construction", "Intellectual Property", "Consent To Jurisdiction", "Effectiveness", "Costs", "Notices", "Enforcements", "Sales", "Representations", "Terms", "Waiver Of Jury Trials", "Modifications", "Vacations"], "gold": ["Vacations"]}
+{"input": "Interest accrued hereunder shall be payable as set forth in this Agreement and the Promissory Note. Except as otherwise set forth herein, all interest and fees shall be calculated on the basis of a year consisting of 360 days and shall be paid for the actual number of days elapsed. Principal payments submitted in funds not immediately available shall continue to bear interest until collected. If any payment to be made by Borrower hereunder or under the Promissory Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment. Any Obligations which are not paid when due (subject to applicable grace periods) shall bear interest at the Default Rate.", "references": ["Forfeitures", "Consents", "Authorizations", "Headings", "Adjustments", "Assigns", "Applicable Laws", "Use Of Proceeds", "Litigations", "Releases", "Taxes", "Submission To Jurisdiction", "Modifications", "Participations", "Positions", "Waivers", "Books", "Consent To Jurisdiction", "Expenses", "Arbitration", "Binding Effects", "Payments", "Agreements", "Governing Laws", "Organizations", "Change In Control", "Existence", "Integration", "Intellectual Property", "Amendments", "Interests"], "gold": ["Interests"]}
+{"input": "Borrower shall reasonably cooperate with all reasonable requests of Lender in connection with this Section 9.3 . If requested by Lender, Borrower shall promptly execute and deliver such documents as shall be required by Lender and any Rating Agency in connection with any Bifurcation pursuant to this Section 9.3 , all in form and substance satisfactory to Lender and satisfactory to any applicable Rating Agency, including, the severance of security documents if requested and/or, in connection with any Bifurcation: (i) execution and delivery of a promissory note and loan documents necessary to evidence such Bifurcation, (ii) execution and delivery of such amendments to the Loan Documents as are necessary in connection with such Bifurcation and (iii) delivery of opinions of legal counsel with respect to due execution, authority and enforceability of any modification documents or documents relating to any Bifurcation; each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section\u00a0 9. 3 after expiration of ten (10) Business Days after notice thereof.", "references": ["Use Of Proceeds", "Change In Control", "Costs", "Amendments", "Disclosures", "Headings", "Governing Laws", "Terms", "Books", "General", "Miscellaneous", "Venues", "Defined Terms", "No Defaults", "Non-Disparagement", "Effectiveness", "Compliance With Laws", "Capitalization", "Interests", "Authority", "Agreements", "Jurisdictions", "Binding Effects", "Vacations", "Titles", "Vesting", "Sanctions", "Payments", "Qualifications", "Intellectual Property", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof.", "references": ["Agreements", "Publicity", "Payments", "Definitions", "Waivers", "Remedies", "No Defaults", "Construction", "Severability", "Amendments", "Use Of Proceeds", "Vacations", "Existence", "Taxes", "Approvals", "Confidentiality", "Organizations", "Assignments", "Notices", "Binding Effects", "Representations", "Submission To Jurisdiction", "Books", "Fees", "Intellectual Property", "Capitalization", "Death", "Sanctions", "No Waivers", "Base Salary", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement, together with the Reorganization Agreement and the agreements contemplated thereby, embody the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter contained herein. In the event of a conflict between the terms of this Agreement and the terms of the Reorganization Agreement, the terms of the Reorganization Agreement shall control.", "references": ["Miscellaneous", "Solvency", "Modifications", "Construction", "Governing Laws", "Brokers", "Effective Dates", "Non-Disparagement", "Sanctions", "Fees", "Approvals", "Adjustments", "Assignments", "Liens", "Severability", "Subsidiaries", "Titles", "Agreements", "Positions", "Use Of Proceeds", "Indemnity", "Terminations", "Authority", "Vacations", "Taxes", "Powers", "No Defaults", "Defined Terms", "Capitalization", "Survival", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If any term or other provision of this Fifth Amendment is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Fifth Amendment will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.\u00a0\u00a0Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Fifth Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.", "references": ["Vacations", "Non-Disparagement", "Releases", "Counterparts", "Entire Agreements", "Indemnifications", "Liens", "Tax Withholdings", "Indemnity", "Erisa", "Participations", "Forfeitures", "Jurisdictions", "Brokers", "No Waivers", "Applicable Laws", "Confidentiality", "Litigations", "Remedies", "Enforcements", "Terminations", "Payments", "Terms", "Submission To Jurisdiction", "Interests", "Costs", "Disability", "Enforceability", "Approvals", "Capitalization", "Severability"], "gold": ["Severability"]}
+{"input": "The Award Notice to which this PSU Award Agreement is a part may be executed in multiple counterparts, including by electronic or facsimile signature, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.", "references": ["Agreements", "Assignments", "Qualifications", "Applicable Laws", "Records", "Miscellaneous", "Brokers", "Binding Effects", "Financial Statements", "Severability", "Waiver Of Jury Trials", "Governing Laws", "Consents", "Waivers", "No Conflicts", "No Waivers", "Representations", "Liens", "Intellectual Property", "Authorizations", "Existence", "Jurisdictions", "General", "Publicity", "Survival", "Notices", "Warranties", "Submission To Jurisdiction", "Tax Withholdings", "Disability", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company shall use the net proceeds from the sale of the Securities for working capital and general corporate purposes.", "references": ["Authorizations", "Books", "Miscellaneous", "Titles", "Enforceability", "Expenses", "Terms", "Releases", "Consents", "Employment", "Arbitration", "Records", "Publicity", "Effective Dates", "Taxes", "Sanctions", "Closings", "Severability", "Payments", "Positions", "Warranties", "General", "Effectiveness", "Interpretations", "Applicable Laws", "Benefits", "Erisa", "Adjustments", "Vacations", "Financial Statements", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Corporation hereby represents and warrants that it shall purchase and maintain insurance in commercially reasonable amounts to protect itself and/or Director against any Expenses and Liabilities in connection with any Proceeding.", "references": ["Subsidiaries", "Remedies", "Consents", "Participations", "Use Of Proceeds", "Fees", "Binding Effects", "General", "Records", "Entire Agreements", "Base Salary", "Specific Performance", "Severability", "Forfeitures", "Venues", "No Defaults", "Withholdings", "Transactions With Affiliates", "Submission To Jurisdiction", "Change In Control", "Publicity", "Benefits", "Books", "Costs", "Confidentiality", "Governing Laws", "Representations", "Further Assurances", "Indemnifications", "Waiver Of Jury Trials", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Ceding Company and the Reinsurer shall cooperate with each other in order to accomplish the objectives of this Agreement by furnishing additional information and executing and delivering any additional documents as may be reasonably requested by the other to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the other Transaction Agreements, or to aid in the preparation of any required regulatory filing or financial statement; provided , however , that any such additional documents must be reasonably satisfactory to each Party and not impose upon either Party any material liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the other Transaction Agreements.", "references": ["Publicity", "Waiver Of Jury Trials", "Miscellaneous", "Assigns", "Agreements", "Forfeitures", "Intellectual Property", "Sanctions", "Arbitration", "Disability", "Defined Terms", "Tax Withholdings", "Notices", "Withholdings", "Closings", "Survival", "Vacations", "Counterparts", "Assignments", "Litigations", "Severability", "Modifications", "Integration", "Entire Agreements", "Brokers", "Positions", "Consent To Jurisdiction", "No Conflicts", "Authorizations", "Use Of Proceeds", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "No term or condition of this Agreement shall be deemed to have been waived, except by a statement in writing signed by the party against whom enforcement of the waiver is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.", "references": ["Enforceability", "Approvals", "Benefits", "Fees", "Disability", "Positions", "Records", "Survival", "Existence", "Powers", "Jurisdictions", "Insurances", "Severability", "Books", "Litigations", "Headings", "Confidentiality", "Terms", "Change In Control", "Governing Laws", "Effectiveness", "Successors", "Closings", "Duties", "Defined Terms", "Waivers", "Sanctions", "No Conflicts", "Costs", "Counterparts", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Any waiting period under the HSR Act applicable to the Merger shall have expired or been terminated.", "references": ["Withholdings", "Taxes", "Qualifications", "Employment", "Submission To Jurisdiction", "Sanctions", "Remedies", "Erisa", "Anti-Corruption Laws", "Existence", "Financial Statements", "Titles", "Benefits", "General", "Insurances", "Interpretations", "Defined Terms", "No Defaults", "Arbitration", "No Conflicts", "Use Of Proceeds", "Tax Withholdings", "Definitions", "Fees", "Successors", "Powers", "Warranties", "Representations", "Cooperation", "Amendments", "Approvals"], "gold": ["Approvals"]}
+{"input": "The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth on Schedule 3.1(g) , there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers and the Placement Agent) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except for the Required Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Jurisdictions", "Organizations", "Use Of Proceeds", "Change In Control", "Effectiveness", "Non-Disparagement", "Brokers", "Representations", "Survival", "Books", "Sanctions", "Records", "Construction", "Vacations", "Adjustments", "Consents", "Enforceability", "Binding Effects", "Waivers", "Benefits", "Positions", "Employment", "Consent To Jurisdiction", "Payments", "Death", "Terminations", "Amendments", "Withholdings", "Liens", "Further Assurances", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.", "references": ["Transactions With Affiliates", "Death", "Costs", "Arbitration", "Litigations", "Expenses", "Compliance With Laws", "Further Assurances", "Solvency", "Authorizations", "Existence", "Enforcements", "Qualifications", "No Waivers", "Successors", "Duties", "Effectiveness", "Anti-Corruption Laws", "Employment", "Submission To Jurisdiction", "Applicable Laws", "Remedies", "Disability", "Jurisdictions", "Indemnity", "Sales", "Authority", "No Conflicts", "Definitions", "Powers", "Severability"], "gold": ["Severability"]}
+{"input": "Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code, as amended from time to time).", "references": ["Definitions", "Litigations", "Positions", "Base Salary", "Miscellaneous", "Headings", "Terminations", "Financial Statements", "Forfeitures", "Payments", "Brokers", "Enforcements", "Successors", "Death", "Venues", "Authority", "No Conflicts", "Powers", "Sanctions", "Cooperation", "Integration", "Consents", "Interpretations", "Erisa", "Tax Withholdings", "Adjustments", "Transactions With Affiliates", "Amendments", "Modifications", "Confidentiality", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Borrower covenants and agrees that, in performing any of its duties under this Loan Agreement, none of Lender, Loan Servicer or any of their respective agents or employees will be liable for any losses, claims, damages, liabilities and expenses that may be incurred by any of them as a result of such performance, except that no party will be released from liability for any losses, claims, damages, liabilities or expenses arising out of the willful misconduct or gross negligence of such party.", "references": ["Jurisdictions", "Consents", "Erisa", "Employment", "Closings", "Binding Effects", "Vesting", "Disclosures", "Terms", "Miscellaneous", "Warranties", "Organizations", "Anti-Corruption Laws", "Assigns", "Positions", "Survival", "Brokers", "Confidentiality", "Headings", "Construction", "Notices", "Records", "Enforcements", "Books", "Intellectual Property", "Indemnity", "Interpretations", "Liens", "Compliance With Laws", "Waiver Of Jury Trials", "Releases"], "gold": ["Releases"]}
+{"input": "ABL Agent and Notes Agent each represents and warrants to the other that it has been authorized and instructed by ABL Lenders or holders of the Notes, as applicable, under the ABL Credit Agreement or the Indenture, as applicable, to enter into this Amendment and the Amended Intercreditor Agreement.", "references": ["Tax Withholdings", "Taxes", "Subsidiaries", "Counterparts", "Use Of Proceeds", "Records", "Non-Disparagement", "Vesting", "Intellectual Property", "Governing Laws", "Applicable Laws", "No Defaults", "Closings", "Duties", "Capitalization", "Qualifications", "Anti-Corruption Laws", "Books", "Titles", "Indemnity", "Terminations", "Jurisdictions", "Assigns", "Sales", "Solvency", "Definitions", "Transactions With Affiliates", "Powers", "Entire Agreements", "Insurances", "Representations"], "gold": ["Representations"]}
+{"input": "THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["Notices", "Releases", "Sanctions", "Consent To Jurisdiction", "Terms", "Fees", "Miscellaneous", "Counterparts", "Interests", "Definitions", "Adjustments", "Enforceability", "Specific Performance", "Positions", "Intellectual Property", "Publicity", "Warranties", "Assignments", "Liens", "Jurisdictions", "Death", "Withholdings", "Survival", "Titles", "Indemnity", "Erisa", "Non-Disparagement", "Expenses", "Solvency", "Arbitration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Seller has adequate capital for the normal obligations foreseeable in a business of its size and character and in light of its contemplated business operations.\u00a0 Seller is generally able to pay, and is paying, its debts as they come due. Neither the Transaction Documents nor any Transaction thereunder are entered into in contemplation of insolvency or with intent to hinder, delay or defraud any creditors of Seller.\u00a0 As of each Purchase Date, Seller is not insolvent within the meaning of 11 U.S.C. Section\u00a0101(32) or any successor provision thereof and the transfer and sale of the related Purchased Assets on such Purchase Date pursuant hereto and the obligation to repurchase such Purchased Assets (i)\u00a0will not cause the liabilities of Seller to exceed the assets of Seller, (ii)\u00a0will not result in Seller having unreasonably small capital, and (iii)\u00a0will not result in debts that would be beyond Seller\u2019s ability to pay as the same mature.\u00a0 Seller received reasonably equivalent value in exchange for each transfer and sale of the Purchased Assets subject hereto to Buyer.\u00a0 No Act of Insolvency has occurred with respect to Seller.\u00a0 Seller has only entered into agreements on terms that would be considered arm\u2019s length and otherwise on terms consistent with other similar agreements with other similarly situated entities.", "references": ["Adjustments", "Participations", "Terminations", "Indemnity", "Further Assurances", "Survival", "Expenses", "Forfeitures", "Publicity", "Compliance With Laws", "Miscellaneous", "Closings", "Change In Control", "Authorizations", "Modifications", "Interpretations", "No Conflicts", "Vesting", "Warranties", "Governing Laws", "Assignments", "Defined Terms", "No Defaults", "Sales", "Books", "Withholdings", "Approvals", "Notices", "Waivers", "Powers", "Solvency"], "gold": ["Solvency"]}
+{"input": "No failure on the part of Agent or any other Secured Party to exercise, and no delay in exercising, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies under this Subordination Agreement are cumulative and not exclusive of any rights, remedies, powers, and privileges that may otherwise be available to Agent or any other Secured Party.", "references": ["Binding Effects", "Organizations", "Insurances", "Amendments", "Survival", "Interests", "General", "Remedies", "Vacations", "Sales", "Authorizations", "Arbitration", "Litigations", "Base Salary", "Use Of Proceeds", "Indemnity", "Closings", "Death", "Expenses", "Miscellaneous", "Intellectual Property", "Interpretations", "Fees", "Change In Control", "Records", "Confidentiality", "Erisa", "Books", "Brokers", "Authority", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Administrative Agent and the Coordinating Lead Arranger shall have received a solvency certificate, in substantially the form of Exhibit\u00a0E , as to the Solvency of the Borrowers, taken as a whole (after giving effect to the acquisition of the applicable Delayed Acquisition Loan Asset), signed by a Financial Officer of the Borrowers.", "references": ["Authorizations", "Death", "Tax Withholdings", "Construction", "Subsidiaries", "Survival", "Indemnity", "Successors", "Titles", "Adjustments", "Compliance With Laws", "Notices", "Base Salary", "Capitalization", "General", "Positions", "Organizations", "Miscellaneous", "Publicity", "Confidentiality", "Interests", "Cooperation", "Participations", "Litigations", "Definitions", "Consent To Jurisdiction", "Terminations", "Financial Statements", "Headings", "Agreements", "Solvency"], "gold": ["Solvency"]}
+{"input": "TILC makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, related Leases and Related Assets Conveyed by the Seller hereunder. Such representations are made as of each Delivery Date and at such other times specified below.", "references": ["Employment", "Powers", "Erisa", "No Waivers", "Warranties", "Amendments", "Payments", "Base Salary", "Waiver Of Jury Trials", "Severability", "Consent To Jurisdiction", "Notices", "Change In Control", "Authorizations", "Solvency", "Further Assurances", "Submission To Jurisdiction", "Transactions With Affiliates", "Books", "Duties", "Anti-Corruption Laws", "Waivers", "Arbitration", "Approvals", "Non-Disparagement", "Counterparts", "Enforceability", "Venues", "Disclosures", "Assigns", "Representations"], "gold": ["Representations"]}
+{"input": "For the six (6)-year period commencing on the Effective Date, the Company shall maintain in effect the Company\u2019s and its Subsidiaries\u2019 officers\u2019 and directors\u2019 liability insurance covering actions and omissions occurring on or before the Effective Date with respect to those individuals who are currently (and any additional individuals who prior to the Effective Date become) covered by the Company\u2019s and its Subsidiaries\u2019 officers\u2019 and directors\u2019 liability insurance policies (the \u201c Covered Persons \u201d), or shall purchase comparable officers\u2019 and directors\u2019 liability insurance covering such actions and omissions for such six (6)-year period from an insurer or insurers having AM Best financial strength ratings no lower than the Company\u2019s and its Subsidiaries\u2019 current insurer, in each case on terms and scope with respect to such coverage, and in amount, no less favorable in the aggregate to such Covered Persons than those of the policies in effect on the date of this Agreement; provided , that in no event shall the Company be required to expend for such policies an aggregate annual premium amount in excess of 300% of the amount per annum the Company paid in its last full fiscal year for such purposes; provided , further , that if the cost of such insurance coverage exceeds such amount, the Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. In lieu of the foregoing, the Company may prior to the Effective Date purchase a six (6)-year prepaid \u201ctail policy\u201d from an insurer or insurers having AM Best financial strength ratings no lower than the Company\u2019s and its Subsidiaries\u2019 current insurer, covering actions and omissions occurring on or before the Effective Date with respect to such Covered Persons, on terms and scope with respect to such coverage, and in amount, no less favorable in the aggregate to such Covered Persons than those of such policies in effect on the date of this Agreement, at an aggregate cost up to but not exceeding the aggregate maximum amount payable pursuant to the provisions above for such six-year period; provided , that if the cost of such insurance coverage exceeds such maximum amount, the Company shall obtain a policy with the greatest coverage available for a cost not exceeding such maximum amount. The provisions of this Section \u00a03.02 are intended to be for the benefit of, and after the Effective Date shall be enforceable by, each of the Covered Persons, who shall be third party beneficiaries of this Section \u00a03.02 . In the event the Company (i)\u00a0consolidates with or merges into any Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii)\u00a0transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, adequate provision shall be made so that such Person shall assume and agree to all of the obligations of the Company set forth in this Section \u00a03.02 . The rights of the Covered Persons under this Section \u00a03.02 are in addition to any rights such Covered Persons may have under the certificate of incorporation, bylaws or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable contracts or laws.", "references": ["Indemnifications", "Severability", "Integration", "Capitalization", "Specific Performance", "Successors", "Remedies", "Financial Statements", "Definitions", "Fees", "Books", "Base Salary", "Subsidiaries", "Further Assurances", "Litigations", "Costs", "Binding Effects", "Qualifications", "No Waivers", "Participations", "Miscellaneous", "Change In Control", "Organizations", "Positions", "Transactions With Affiliates", "Venues", "Disability", "Withholdings", "Entire Agreements", "Headings", "Insurances"], "gold": ["Insurances"]}
+{"input": "Neither any Loan Party nor any Restricted Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.", "references": ["Releases", "Disclosures", "Remedies", "Existence", "Use Of Proceeds", "Fees", "Headings", "Integration", "Intellectual Property", "Non-Disparagement", "Enforceability", "Modifications", "Adjustments", "Closings", "Benefits", "Transactions With Affiliates", "Entire Agreements", "Expenses", "Positions", "Capitalization", "Consent To Jurisdiction", "Erisa", "Terminations", "Further Assurances", "Approvals", "Powers", "Representations", "Amendments", "Titles", "No Conflicts", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered hereunder shall be in writing, and shall be deemed to have been validly served, given or delivered upon the earlier of (a) personal delivery to the address set forth below, (b) in the case of facsimile transmission, when transmitted and (c) in the case of mailed notice, five (5) days after deposit in the United States mails, with proper postage for certified mail, return receipt requested, prepaid, or in the case of notice by Federal Express or other reputable overnight courier service, one (1) Business Day after delivery to such courier service; provided, however, that if any notice is tendered to an addressee and delivery thereof is refused by such addressee, such notice shall be effective upon such tender unless expressly set forth in such notice. Notices to be provided pursuant to this Agreement shall be as follows: (i) If to the Lender at: CIBC Bank USA, 120 S. LaSalle St., Chicago, Illinois 60603; Attention: Adam D. Panos; Telephone No. (312) 564-1278; Facsimile No. (312) 564-6889; with a copy to: c/o Nixon Peabody LLP, 70 W. Madison, Suite 3500, Chicago, Illinois, 60602; Attention: Daniel P. Strzalka, Esq.; Telephone No. (312) 977-4341; Facsimile No. (312) 977-4405; (ii) If to any Borrower at: c/o Summit Healthcare REIT, Inc., a Maryland corporation, 2 South Pointe Drive, Suite 100, Lake Forrest, CA 92630.\u00a0 Telephone: (949) 535-1923, Facsimile: (949) 812-8173; with a copy to: Hanson Bridgett, LLP, 425 Market Street, 26 th Floor, San Francisco, California, 94105, Attention: Jennifer Berland, Telephone No. (415) 995-5837; Facsimile No. (415) 995-3409; or to such other address as each party designates to the other in the manner herein prescribed.", "references": ["Binding Effects", "Authority", "Severability", "Taxes", "Indemnity", "Indemnifications", "Anti-Corruption Laws", "Agreements", "Books", "Integration", "Remedies", "Subsidiaries", "Liens", "Amendments", "Compliance With Laws", "General", "Organizations", "Jurisdictions", "Publicity", "Adjustments", "Interpretations", "Sanctions", "Insurances", "Effective Dates", "Costs", "Brokers", "Assignments", "Sales", "No Defaults", "Solvency", "Notices"], "gold": ["Notices"]}
+{"input": "Notwithstanding anything herein to the contrary, to the extent that any Purchaser has executed or is otherwise bound by a confidentiality agreement in favor of the Company, such Purchaser shall continue to be bound by such confidentiality agreement.", "references": ["Consents", "Solvency", "Notices", "Positions", "Integration", "General", "Titles", "Effectiveness", "Miscellaneous", "Closings", "Approvals", "Authority", "Terms", "Authorizations", "Defined Terms", "No Conflicts", "Waivers", "Cooperation", "Warranties", "Powers", "Payments", "Enforceability", "Indemnity", "Effective Dates", "Liens", "Governing Laws", "Sales", "Financial Statements", "Adjustments", "No Defaults", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "(a)\u00a0The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.", "references": ["Defined Terms", "Representations", "Change In Control", "Use Of Proceeds", "Authority", "Financial Statements", "Assigns", "Base Salary", "Waivers", "Adjustments", "Further Assurances", "Construction", "Taxes", "Authorizations", "Duties", "Forfeitures", "Effectiveness", "Powers", "Books", "Indemnity", "Counterparts", "Applicable Laws", "Qualifications", "Liens", "Publicity", "Severability", "Integration", "Terminations", "General", "Non-Disparagement", "Fees"], "gold": ["Fees"]}
+{"input": "(a) Withholding of Taxes ; Gross-Up . Each payment by or on behalf of any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.", "references": ["Duties", "No Conflicts", "Expenses", "Miscellaneous", "Successors", "Insurances", "Liens", "Approvals", "Consents", "Positions", "Disability", "Counterparts", "Vacations", "Base Salary", "Enforcements", "Authorizations", "Books", "Closings", "Waivers", "Employment", "General", "Confidentiality", "Consent To Jurisdiction", "Erisa", "Qualifications", "Payments", "Sanctions", "Participations", "Non-Disparagement", "Warranties", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Mortgage shall be governed by, and construed in accordance with, the laws of the Cayman Islands.", "references": ["Tax Withholdings", "Submission To Jurisdiction", "Closings", "Erisa", "Severability", "Brokers", "Enforcements", "Enforceability", "Death", "Payments", "Modifications", "Financial Statements", "Effectiveness", "Change In Control", "Non-Disparagement", "Expenses", "Authority", "Sales", "Notices", "Approvals", "Use Of Proceeds", "Governing Laws", "Vesting", "Withholdings", "General", "Employment", "Adjustments", "Indemnity", "Vacations", "Qualifications", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "If any provision of this Agreement shall be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such court shall reduce the time period or scope to the maximum time period or scope permitted by law.", "references": ["Anti-Corruption Laws", "Integration", "Closings", "Transactions With Affiliates", "No Conflicts", "Organizations", "Costs", "Duties", "Indemnifications", "Books", "Submission To Jurisdiction", "Benefits", "Litigations", "Adjustments", "Construction", "Participations", "Powers", "Compliance With Laws", "Applicable Laws", "Warranties", "Death", "Use Of Proceeds", "Counterparts", "Insurances", "Non-Disparagement", "Jurisdictions", "Authority", "Entire Agreements", "Enforcements", "Terms", "Severability"], "gold": ["Severability"]}
+{"input": "The Grantee shall vest in the Granted Stock in accordance with the vesting schedule provided for in the Notice of Stock Award Grant; provided , \u00a0 however , that the Grantee shall cease vesting in the Granted Stock on the Grantee's Termination Date or the date on which the Administrator determines that the vesting conditions provided for in the Notice of Stock Award Grant were not satisfied during the designated period of time.\u00a0\u00a0Notwithstanding the foregoing, upon the occurrence of a Vesting Event (as defined in the Plan), the Grantee shall become 100% vested in those shares of Granted Stock that are outstanding on the date of the Vesting Event.", "references": ["Withholdings", "Further Assurances", "Cooperation", "Warranties", "Vacations", "Consents", "No Conflicts", "Powers", "General", "Indemnity", "Indemnifications", "Waiver Of Jury Trials", "Sanctions", "Taxes", "Consent To Jurisdiction", "Capitalization", "Anti-Corruption Laws", "Compliance With Laws", "Costs", "Payments", "Defined Terms", "Applicable Laws", "Binding Effects", "Miscellaneous", "Intellectual Property", "Counterparts", "Benefits", "Transactions With Affiliates", "Assigns", "Severability", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement shall be construed under, governed by, and enforced in accordance with the laws of the State of New York, applied without regard to choice-of-law rules.\u00a0 Each of the Parties agrees that the Supreme Court of the State of New York, County of New York, or in the event that federal court subject matter exists, the United States District Court for the Southern District of New York, shall have sole and exclusive jurisdiction and venue for bringing any legal action or proceedings involving the enforcement of this Agreement or the adjudication of any dispute over its terms and conditions.\u00a0 Each of the Parties consents to such exclusive jurisdiction and venue in these New York courts for the foregoing purposes and waives any objection or defense to such jurisdiction or venue on the grounds that these New York courts are an inconvenient forum.", "references": ["Applicable Laws", "Non-Disparagement", "Capitalization", "Consents", "Fees", "Vacations", "Transactions With Affiliates", "Titles", "Warranties", "Effective Dates", "Representations", "Vesting", "Cooperation", "Base Salary", "Disclosures", "Use Of Proceeds", "Indemnifications", "Litigations", "Successors", "Intellectual Property", "Interpretations", "Solvency", "Assignments", "Notices", "Remedies", "Erisa", "Venues", "Entire Agreements", "Benefits", "Insurances", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (hereinafter each a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations.", "references": ["Indemnifications", "Organizations", "Vacations", "Interests", "Effective Dates", "Miscellaneous", "Sanctions", "Integration", "Governing Laws", "Titles", "No Conflicts", "Intellectual Property", "Approvals", "Closings", "Specific Performance", "Waivers", "Financial Statements", "Payments", "Employment", "No Defaults", "Death", "Submission To Jurisdiction", "Litigations", "Assignments", "Books", "Benefits", "Existence", "Waiver Of Jury Trials", "Defined Terms", "Enforceability", "Participations"], "gold": ["Participations"]}
+{"input": "Subject to Section\u00a06.1J with respect to a forfeiture of certain LTIP Units,\u00a0 upon a forfeiture of any unvested Partnership Interest by any Partner, gross items of income, gain, loss or deduction shall be allocated to such Partner if and to the extent required by final Regulations to ensure that allocations made with respect to all unvested Partnership Interests are recognized under Code Section\u00a0704(b).", "references": ["Enforceability", "Vesting", "Adjustments", "Capitalization", "Compliance With Laws", "Indemnity", "Submission To Jurisdiction", "Fees", "Withholdings", "Expenses", "Remedies", "Modifications", "Notices", "Further Assurances", "Publicity", "Liens", "Litigations", "Specific Performance", "Headings", "Assignments", "Insurances", "Subsidiaries", "Closings", "Amendments", "Successors", "Use Of Proceeds", "Sales", "Agreements", "Qualifications", "Solvency", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "If at any time after the Effective Time the Surviving Company shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a)\u00a0to vest, perfect or confirm, of record or otherwise, in the Surviving Company, its right, title or interest in, to or under any of the properties, rights, privileges, powers, franchises or assets of either the Company or Merger Sub, or (b)\u00a0otherwise to carry out the purposes of this Agreement, the Surviving Company and its proper officers, managers and members or their designees shall be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of the Company or Merger Sub, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the properties, rights, privileges, powers, franchises or assets of the Company or Merger Sub, as applicable, and otherwise to carry out the purposes of this Agreement.", "references": ["Agreements", "Forfeitures", "Transactions With Affiliates", "Change In Control", "Disability", "Adjustments", "Interests", "Defined Terms", "Binding Effects", "Survival", "Submission To Jurisdiction", "Enforceability", "Sales", "Positions", "Costs", "Anti-Corruption Laws", "Modifications", "Effectiveness", "Successors", "Litigations", "Sanctions", "Integration", "Organizations", "Taxes", "Confidentiality", "Benefits", "Existence", "Notices", "Approvals", "Interpretations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Agreement \u201d), by and among AVDC, Inc., an Ohio corporation (the \u201c Construction Agent \u201d or \u201c Lessee \u201d); the various entities which are parties thereto from time to time as guarantors (individually, a \u201c Guarantor \u201d and collectively, the \u201c Guarantors \u201d); Wachovia Service Corporation, a Delaware corporation (the \u201c Lessor \u201d); the various banks and other lending institutions which are parties thereto from time to time as lease participants (individually, a \u201c Lease Participant \u201d and collectively, the \u201c Lease Participants \u201d); and Wells Fargo Bank, National Association, a national banking association, as the agent for the Lessor Parties and, respecting the Security Documents, as agent for the Secured Parties (in such capacity, the \u201c Agent \u201d) and (ii) the other Operative Agreements referred to in the Participation Agreement, as the same may be amended, modified, extended, supplemented, restated and/or replaced from time to time.", "references": ["Vacations", "Successors", "Litigations", "No Defaults", "Adjustments", "Taxes", "Terminations", "Qualifications", "Authority", "Transactions With Affiliates", "No Conflicts", "Tax Withholdings", "Approvals", "Change In Control", "Waivers", "Headings", "Costs", "General", "Withholdings", "Duties", "No Waivers", "Agreements", "Compliance With Laws", "Waiver Of Jury Trials", "Expenses", "Base Salary", "Binding Effects", "Authorizations", "Governing Laws", "Subsidiaries", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement shall terminate upon the earlier of (i)\u00a0the tenth anniversary of the date of this Agreement or (ii)\u00a0the date as of which (A)\u00a0all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section\u00a04(a)(3)\u00a0of the Securities Act and Rule\u00a0174 thereunder (or any successor rule\u00a0promulgated thereafter by the Commission)) or (B)\u00a0the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule\u00a0144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of\u00a0 Section\u00a03.5 \u00a0and\u00a0 Article IV \u00a0shall survive any termination.", "references": ["Severability", "Authorizations", "Qualifications", "Enforceability", "Forfeitures", "Subsidiaries", "Submission To Jurisdiction", "Expenses", "Death", "Organizations", "Payments", "Indemnifications", "Vesting", "Binding Effects", "Assigns", "Notices", "Effective Dates", "Agreements", "Waiver Of Jury Trials", "Participations", "No Conflicts", "Governing Laws", "Base Salary", "Financial Statements", "Applicable Laws", "Erisa", "Survival", "Interests", "Costs", "Effectiveness", "Terms"], "gold": ["Terms"]}
+{"input": "If a Party becomes aware of any certification filed pursuant to 21 U.S.C. \u00a7 355(b)(2)(A) or 355(j)(2)(A)(vii)(IV) or its successor provisions or any similar provision in a country other than the US claiming that any vTv Patent Rights, Joint Patent Rights, or Huadong Patent Rights Covering a Product in the Field are invalid or otherwise unenforceable, or that infringement will not arise from the manufacture, use, import or sale of a product by a Third Party (a \u201c Paragraph IV Claim \u201d), such Party shall promptly notify the other Party in writing within [***] Business Days after its receipt thereof.", "references": ["Entire Agreements", "Submission To Jurisdiction", "Integration", "Authority", "Jurisdictions", "Employment", "Taxes", "Enforcements", "Miscellaneous", "Transactions With Affiliates", "Compliance With Laws", "Construction", "Terminations", "Arbitration", "Waiver Of Jury Trials", "Vesting", "Binding Effects", "Positions", "Specific Performance", "Use Of Proceeds", "Interpretations", "Indemnity", "Indemnifications", "Successors", "Brokers", "Books", "Cooperation", "Expenses", "Terms", "Base Salary", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to the conflict of law principles thereof. Any dispute arising out of this Agreement shall, at the Executive\u2019s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Minneapolis, Minnesota or, at the Executive\u2019s election, if the Executive is not then residing or working in the Minneapolis, Minnesota metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that , if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Minneapolis, Minnesota or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive\u2019s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.", "references": ["Publicity", "Releases", "Effectiveness", "Intellectual Property", "Miscellaneous", "Submission To Jurisdiction", "Interests", "Non-Disparagement", "Forfeitures", "Capitalization", "Use Of Proceeds", "Existence", "Expenses", "Assignments", "Transactions With Affiliates", "Withholdings", "Books", "Survival", "Indemnifications", "Agreements", "Consent To Jurisdiction", "Modifications", "Powers", "No Conflicts", "Venues", "Costs", "Further Assurances", "Terms", "Solvency", "Authority", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If the Employee\u2019s Service with the Corporation or a Subsidiary or an Affiliate terminates during the Vesting Period because of the Employee\u2019s Retirement, due to his or her Disability or due to his or her death, the Employee (or, in the case of the Employee\u2019s death, the Employee\u2019s beneficiary) will be entitled to the Shares attributable to any previously vested Restricted Stock Units, and a prorated number of Shares attributable to the Restricted Stock Units scheduled to vest at the next annual Vesting Date scheduled to occur following the Employee\u2019s termination of Service. The prorated number of Shares shall be determined by multiplying the total number of Restricted Stock Units scheduled to vest at such Vesting Date by a fraction, the numerator of which is the number of completed full months the Employee is employed (including disability) [during the calendar year in which the Employee terminates employment] [from the previous annual Vesting Date (or the Grant Date if the Employee\u2019s Service terminates within 12 months of the Grant Date) to the date of termination of Service], and the denominator of which is 12.", "references": ["Publicity", "Consent To Jurisdiction", "Brokers", "Costs", "Remedies", "Effective Dates", "Forfeitures", "Existence", "Interpretations", "Successors", "Use Of Proceeds", "Non-Disparagement", "Enforceability", "Severability", "Miscellaneous", "Expenses", "Waiver Of Jury Trials", "Survival", "Intellectual Property", "Positions", "Tax Withholdings", "Vacations", "Anti-Corruption Laws", "Venues", "Litigations", "Headings", "Binding Effects", "Terminations", "Change In Control", "Records", "Disability"], "gold": ["Disability"]}
+{"input": "Each Seller has, and on the Closing Date will have, full power, authority and legal right to execute and deliver this Agreement and all other agreements contemplated hereby to which such Seller is a party, subject to the Bankruptcy Court\u2019s entry of the Bankruptcy Orders. Except as set forth on Schedule 4.14 and subject to the Bankruptcy Court\u2019s entry of the Bankruptcy Orders, no approvals or consents of any other persons, entity or governmental authority having jurisdiction are necessary in connection with the execution, delivery, and performance of each Seller\u2019s obligations under this Agreement. This Agreement and all other agreements contemplated hereby, when executed and delivered by each Seller, and, subject to the Bankruptcy Court\u2019s entry of the Bankruptcy Orders, will constitute the legal, valid and binding obligation of each such Seller, enforceable against it in accordance with its and their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, and similar statutes affecting creditors\u2019 rights generally and judicial limits on equitable remedies.", "references": ["Non-Disparagement", "No Defaults", "Consents", "Governing Laws", "Indemnifications", "Publicity", "Authority", "Amendments", "Terms", "Positions", "Remedies", "Use Of Proceeds", "Arbitration", "Survival", "Records", "Powers", "Effective Dates", "Consent To Jurisdiction", "Modifications", "Indemnity", "Waivers", "Costs", "Interests", "Organizations", "Closings", "Further Assurances", "Payments", "Subsidiaries", "Withholdings", "No Waivers", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "All notices, requests, demands, or other communications under this Settlement Agreement shall be in writing. Notice shall be sufficiently given (and shall be deemed to be duly given upon receipt) by delivery in person, by facsimile or by overnight delivery service maintaining records of receipt to the respective Parties at the addresses specified below, or in each case such other address as such Party may hereafter specify by notice to the other Party.", "references": ["Waivers", "Participations", "Litigations", "Cooperation", "Solvency", "Benefits", "Interpretations", "Terms", "General", "Records", "Defined Terms", "Use Of Proceeds", "Enforceability", "Successors", "Releases", "Books", "Waiver Of Jury Trials", "Subsidiaries", "Qualifications", "Non-Disparagement", "Change In Control", "Indemnity", "Closings", "Authorizations", "Financial Statements", "Base Salary", "Effective Dates", "Compliance With Laws", "Further Assurances", "Duties", "Notices"], "gold": ["Notices"]}
+{"input": "Sellers, on the one hand, and Purchaser, on the other, hereby indemnifies and agrees to hold the other party harmless from any actual, out\u2011of\u2011pocket Claims and/or Damages (including, without limitation, reasonable attorneys\u2019 fees) paid or incurred by the other party by reason of a breach of the representation and warranty made by such party in Section\u00a011.03(a) . Notwithstanding anything to the contrary contained in this Agreement, the indemnities set forth in this Section\u00a011.03(b) shall survive the Closing for a period of eighteen\u00a0(18) months.", "references": ["Vesting", "Authorizations", "Counterparts", "Consents", "Brokers", "Assigns", "Tax Withholdings", "Records", "Integration", "Remedies", "Definitions", "Positions", "Death", "Submission To Jurisdiction", "Duties", "Defined Terms", "Terminations", "Fees", "Liens", "Interpretations", "Taxes", "Waivers", "Subsidiaries", "Organizations", "Financial Statements", "Vacations", "Powers", "Disclosures", "Capitalization", "Intellectual Property", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Wherever possible, each provision of the NPA Documents shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of any NPA Document shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of such NPA Document. Except as otherwise expressly provided for in the NPA Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under the NPA Documents shall in any way affect or impair the Obligations, duties, covenants, representations and warranties, indemnities, and liabilities of Borrowers or any other Credit Party or the rights of Purchaser relating to any unpaid Obligation, (due or not due, liquidated, contingent or unliquidated), or any transaction or event occurring prior to such termination, or any transaction or event, all of which shall not terminate or expire, but rather shall survive such termination or cancellation and shall continue in full force and effect until the Termination Date; provided , that all indemnity obligations of the Credit Parties under the NPA Documents shall survive the Termination Date. The Section titles contained in any NPA Document are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties thereto.", "references": ["Positions", "General", "Survival", "Confidentiality", "Base Salary", "Qualifications", "Costs", "Vesting", "Miscellaneous", "Amendments", "Compliance With Laws", "Successors", "Transactions With Affiliates", "Non-Disparagement", "Modifications", "Entire Agreements", "Arbitration", "Titles", "Sanctions", "Use Of Proceeds", "Further Assurances", "Taxes", "Venues", "Representations", "No Defaults", "Enforcements", "Construction", "Existence", "Vacations", "Authorizations", "Severability"], "gold": ["Severability"]}
+{"input": "Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, the Lead Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such insurance coverage with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Lead Borrower and its Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Each such policy of insurance shall (i) name the Administrative Agent on behalf of the Lenders as an additional insured thereunder as its interests may appear and (ii)\u00a0to the extent available from the relevant insurance carrier, in the case of each casualty insurance policy (excluding any business interruption insurance policy), contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Lenders as the loss payee thereunder and, to the extent available, provide for at least 30 days\u2019 prior written notice to the Administrative Agent of any modification or cancellation of such policy (or 10 days\u2019 prior written notice in the case of the failure to pay any premiums thereunder).", "references": ["Waiver Of Jury Trials", "Taxes", "Capitalization", "Anti-Corruption Laws", "Waivers", "Confidentiality", "Compliance With Laws", "Jurisdictions", "Cooperation", "Effective Dates", "Benefits", "Severability", "Records", "Brokers", "Notices", "Counterparts", "Liens", "Subsidiaries", "Tax Withholdings", "Arbitration", "Vacations", "Enforceability", "Disability", "Fees", "Organizations", "Non-Disparagement", "Terms", "Use Of Proceeds", "Governing Laws", "Solvency", "Insurances"], "gold": ["Insurances"]}
+{"input": "Section 2 of the Grant Notice contains the schedule for vesting and lapse of restrictions with respect to the Restricted Shares.", "references": ["Forfeitures", "Jurisdictions", "Governing Laws", "Solvency", "Costs", "Participations", "Approvals", "Remedies", "Modifications", "Capitalization", "Death", "Defined Terms", "Enforceability", "Brokers", "Existence", "Further Assurances", "Duties", "Representations", "Effectiveness", "Amendments", "Waiver Of Jury Trials", "Litigations", "Interests", "Change In Control", "Sanctions", "Releases", "Use Of Proceeds", "Liens", "Terminations", "Integration", "Vesting"], "gold": ["Vesting"]}
+{"input": "Except for failures that could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries have filed all Tax returns and reports required to be filed, and have paid all Taxes levied or imposed upon them or their properties, income or assets or otherwise due and payable (including in the capacity of withholding agent), except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP, as to which Taxes no Liens (other than Permitted Liens on account thereof) have been filed and which contest effectively suspends the collection of the contested obligation and the enforcement of any Lien securing such obligation. There is no current, pending or proposed Tax audit, deficiency, assessment or other claim or proceeding with respect to any Loan Party or any of their Subsidiaries that, individually, or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.", "references": ["Representations", "Releases", "Survival", "Construction", "Confidentiality", "Binding Effects", "Duties", "Expenses", "Definitions", "Employment", "Brokers", "Use Of Proceeds", "Disability", "Powers", "Payments", "Death", "No Defaults", "Headings", "Transactions With Affiliates", "Financial Statements", "Costs", "Consent To Jurisdiction", "Indemnity", "Venues", "Applicable Laws", "Cooperation", "Vesting", "Miscellaneous", "Specific Performance", "Sanctions", "Taxes"], "gold": ["Taxes"]}
+{"input": "The headings in this Award Agreement are for convenience of reference only, and in the event of any conflict, the text of this Award Agreement, rather than such headings will control.", "references": ["Transactions With Affiliates", "Applicable Laws", "Jurisdictions", "Tax Withholdings", "Entire Agreements", "Costs", "Assigns", "Organizations", "Benefits", "Approvals", "Financial Statements", "Participations", "Liens", "Enforceability", "Brokers", "Withholdings", "Agreements", "Anti-Corruption Laws", "Submission To Jurisdiction", "Authorizations", "Intellectual Property", "Notices", "Base Salary", "Amendments", "Disability", "Releases", "Integration", "Waivers", "Authority", "Employment", "Headings"], "gold": ["Headings"]}
+{"input": "The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. Unless otherwise expressly provided, the word \u201cincluding\u201d does not limit the preceding words or terms.", "references": ["Notices", "Anti-Corruption Laws", "Base Salary", "Tax Withholdings", "Death", "Change In Control", "Submission To Jurisdiction", "Further Assurances", "Withholdings", "Capitalization", "Authorizations", "Employment", "Consents", "Benefits", "Sanctions", "Fees", "Agreements", "Assignments", "Expenses", "Interests", "Enforceability", "Existence", "Litigations", "Insurances", "Enforcements", "Books", "Effective Dates", "Consent To Jurisdiction", "Costs", "Successors", "Construction"], "gold": ["Construction"]}
+{"input": "This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.", "references": ["No Defaults", "Authorizations", "Amendments", "Organizations", "Brokers", "Erisa", "General", "Enforcements", "Defined Terms", "Arbitration", "Liens", "Construction", "Books", "Effectiveness", "Approvals", "No Waivers", "Waivers", "Warranties", "Confidentiality", "Payments", "Duties", "Modifications", "Definitions", "Terminations", "Enforceability", "Disclosures", "Interpretations", "Anti-Corruption Laws", "Vacations", "Solvency", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement and any Investment Representation statement executed and delivered to Company by Optionee shall constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and is governed by Delaware law except for that body of law pertaining to conflict of laws.", "references": ["Governing Laws", "Interests", "Financial Statements", "Arbitration", "Releases", "Approvals", "Waivers", "Benefits", "Disability", "Brokers", "Warranties", "Titles", "Terminations", "Expenses", "Employment", "Submission To Jurisdiction", "Liens", "Counterparts", "Withholdings", "Taxes", "Defined Terms", "Assignments", "Transactions With Affiliates", "Existence", "Effectiveness", "Tax Withholdings", "Anti-Corruption Laws", "Sanctions", "Closings", "Qualifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "With respect to any Extended Letter of Credit, each party\u2019s obligations under this Article III and all other rights and duties of the applicable Issuing Lender of such Extended Letter of Credit, the L/C Participants and the applicable Borrower with respect to such Extended Letter of Credit shall survive the resignation or replacement of the applicable Issuing Lender or any assignment of rights by the applicable Issuing Lender, the termination of the Revolving Commitment and the repayment, satisfaction or discharge of the Obligations.", "references": ["No Conflicts", "Existence", "Submission To Jurisdiction", "Costs", "Terminations", "Assigns", "Payments", "Sales", "Base Salary", "Enforceability", "Tax Withholdings", "Adjustments", "Integration", "Waivers", "Organizations", "Specific Performance", "Death", "Successors", "Financial Statements", "Insurances", "Non-Disparagement", "Books", "Solvency", "Effectiveness", "Taxes", "Approvals", "Representations", "Remedies", "Applicable Laws", "Withholdings", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement is effective as of the date first set forth above.", "references": ["Binding Effects", "Releases", "Integration", "Litigations", "Forfeitures", "Costs", "Financial Statements", "Indemnifications", "No Conflicts", "Books", "Enforcements", "Severability", "Payments", "Further Assurances", "Employment", "Transactions With Affiliates", "Interests", "Specific Performance", "Disability", "Cooperation", "Terminations", "Entire Agreements", "Duties", "Representations", "Non-Disparagement", "Anti-Corruption Laws", "Existence", "Consent To Jurisdiction", "Confidentiality", "Defined Terms", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Upon and during the continuance of any one or more Events of Default, (i) Agent may, at its option, accelerate and demand payment of all or any part of the Secured Obligations (including the Notes) together with a Redemption Charge and declare them to be immediately due and payable ( provided , that upon the occurrence of an Event of Default of the type described in Section 9.04 , all of the Secured Obligations (including the Notes) shall automatically be accelerated and made due and payable, in each case without any further notice or act), (ii) Agent may, at its option, sign and file in any Note Party\u2019s name any and all collateral assignments, notices, control agreements, security agreements and other documents it deems necessary or appropriate to perfect or protect the repayment of the Secured Obligations (including the Notes), and in furtherance thereof, each Note Party hereby grants Agent an irrevocable power of attorney coupled with an interest, and (iii) Agent may notify any of any Note Party\u2019s account debtors to make payment directly to Agent, compromise the amount of any such account on such Note Party\u2019s behalf and endorse Agent\u2019s name without recourse on any such payment for deposit directly to Agent\u2019s account. Agent may exercise all rights and remedies with respect to the Collateral under the Note Documents or otherwise available to it under the UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral. The Agent shall be entitled to exercise any and all rights and remedies set forth in the Note Documents. All Agent\u2019s rights and remedies shall be cumulative and not exclusive.", "references": ["Remedies", "Governing Laws", "Releases", "No Waivers", "Survival", "Amendments", "Sanctions", "Use Of Proceeds", "Consents", "Consent To Jurisdiction", "Submission To Jurisdiction", "Compliance With Laws", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Specific Performance", "Death", "Positions", "Insurances", "Disclosures", "Further Assurances", "Change In Control", "Vacations", "Successors", "Fees", "Confidentiality", "Expenses", "Authority", "Integration", "Employment", "Liens", "General"], "gold": ["General"]}
+{"input": "This Agreement and the Promotion Letter, which is incorporated by reference herein and made a part hereof, embody the entire agreement and understanding among the parties relative to subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. For the avoidance of doubt, the parties acknowledge and agree that any equity award agreements between the Corporation and Executive entered into prior to the date of this Agreement will remain in full force and effect according to their terms. Executive\u2019s obligations under this Agreement may not be canceled, modified or otherwise changed, except by another written agreement signed by the Corporation expressly referencing the applicable provision(s) hereunder.", "references": ["Definitions", "Duties", "Disability", "Capitalization", "Brokers", "Positions", "Amendments", "Confidentiality", "Taxes", "Indemnity", "Base Salary", "Adjustments", "Binding Effects", "Assignments", "Terminations", "Consent To Jurisdiction", "Waivers", "Successors", "Costs", "Fees", "Sales", "Intellectual Property", "Solvency", "Approvals", "Liens", "Compliance With Laws", "Applicable Laws", "Severability", "Terms", "Consents", "Integration"], "gold": ["Integration"]}
+{"input": "For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid and addressed to the address of the respective party set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board or Chief Executive Officer of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.", "references": ["Jurisdictions", "Modifications", "Sanctions", "Costs", "Warranties", "Existence", "Further Assurances", "Participations", "Approvals", "Organizations", "Successors", "Definitions", "Publicity", "Submission To Jurisdiction", "Indemnity", "Death", "Payments", "Subsidiaries", "Capitalization", "Fees", "Erisa", "Terminations", "Taxes", "Vesting", "Consent To Jurisdiction", "Duties", "General", "Agreements", "Litigations", "Compliance With Laws", "Notices"], "gold": ["Notices"]}
+{"input": "The captions to the sections and articles in this Agreement are not a part of this Agreement but are included merely for convenience of reference only and shall not affect its meaning or interpretation.", "references": ["Venues", "Forfeitures", "Organizations", "Terms", "Benefits", "Submission To Jurisdiction", "Powers", "Payments", "Change In Control", "Remedies", "Positions", "Withholdings", "Subsidiaries", "Waiver Of Jury Trials", "Severability", "Amendments", "Litigations", "Solvency", "Disclosures", "Expenses", "General", "Survival", "Effective Dates", "Notices", "Representations", "Agreements", "Capitalization", "Enforceability", "Approvals", "Use Of Proceeds", "Headings"], "gold": ["Headings"]}
+{"input": "As payment for the services to be rendered by the Executive as provided in Section 1 and subject to the provisions of Section 2 of this Agreement, the Company will pay the Executive a \u201cBase Salary\u201d at the rate of $325,000.00 per year, payable on the Company\u2019s normal payroll schedule. The Executive\u2019s \u201cBase Salary\u201d may be increased in accordance with the provisions hereof or as otherwise determined from time to time by the Board.", "references": ["Qualifications", "Terminations", "No Defaults", "Construction", "Cooperation", "Vacations", "Effective Dates", "Notices", "Arbitration", "Enforceability", "Submission To Jurisdiction", "Employment", "Insurances", "Withholdings", "Representations", "Closings", "Binding Effects", "Entire Agreements", "Vesting", "Applicable Laws", "Duties", "Agreements", "Integration", "Further Assurances", "Disclosures", "Counterparts", "Benefits", "Waiver Of Jury Trials", "Remedies", "Forfeitures", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (\u201c Other Stock\u2011Based\u2011Awards \u201d), including without limitation Awards entitling recipients to receive shares of Common Stock to be delivered in the future.\u00a0\u00a0Such Other Stock\u2011Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled.\u00a0\u00a0Other Stock\u2011Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.", "references": ["Remedies", "Assignments", "Closings", "Organizations", "Arbitration", "Tax Withholdings", "Death", "Non-Disparagement", "Successors", "Transactions With Affiliates", "Change In Control", "Waivers", "Assigns", "Duties", "Consent To Jurisdiction", "Authority", "Expenses", "Venues", "Fees", "Consents", "Existence", "Payments", "Binding Effects", "Enforcements", "Defined Terms", "Disability", "Representations", "Financial Statements", "Agreements", "Sanctions", "General"], "gold": ["General"]}
+{"input": "If all or any part of this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of this Agreement not declared to be unlawful or invalid, except that in the event a determination is made that the Restrictive Covenants as applied to the Executive are invalid or unenforceable in whole or in part, then this Agreement shall be void and the Company shall have no obligation to provide benefits hereunder. Any paragraph or part of a paragraph so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such paragraph or part of a paragraph to the fullest extent possible while remaining lawful and valid.", "references": ["Non-Disparagement", "Adjustments", "Amendments", "No Conflicts", "Positions", "Use Of Proceeds", "Disclosures", "Disability", "Survival", "Assignments", "Terminations", "Indemnity", "Approvals", "Binding Effects", "Defined Terms", "Intellectual Property", "Specific Performance", "Closings", "Payments", "Governing Laws", "Costs", "Applicable Laws", "Interpretations", "Sales", "Remedies", "Construction", "Records", "Definitions", "Fees", "Warranties", "Severability"], "gold": ["Severability"]}
+{"input": "The Participant shall pay to the Company, or make satisfactory arrangement with the Company for payment of, any federal, state or local taxes, if any, required by law to be withheld in respect of the payment of the Restricted Stock Units. The Company may withhold from Participant\u2019s wages or other remuneration the applicable taxes. At the discretion of the Company, the applicable taxes may be withheld in kind from the Shares otherwise deliverable to the Participant on the payment of the Restricted Stock Units.", "references": ["Disability", "Governing Laws", "Modifications", "Organizations", "Representations", "Integration", "Enforcements", "Effective Dates", "Solvency", "Further Assurances", "Existence", "Releases", "Costs", "Compliance With Laws", "Duties", "Vacations", "Headings", "Applicable Laws", "Fees", "Sales", "Benefits", "Use Of Proceeds", "Adjustments", "Insurances", "Authorizations", "Waiver Of Jury Trials", "Liens", "Publicity", "Base Salary", "Agreements", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Without limiting the generality of Section 4 of this Separation Agreement, Executive and the Company acknowledge that (i) any and all of the Company\u2019s and Executive\u2019s rights and remedies under the Employment Agreement that survive Executive\u2019s termination of employment \u00a0(including, but not limited to, those under\u00a0Sections 7(f)), Section 10 and Section 28 of the Employment Agreement), and (ii) any and all of the Company\u2019s and Executive\u2019s obligations that survive Executive\u2019s termination of employment (including, but not limited to, those set forth in Sections 8-11 and Section 20 of the Employment Agreement) shall, in each case, continue in effect in accordance with the applicable terms of the Employment Agreement.", "references": ["Headings", "Forfeitures", "Taxes", "Tax Withholdings", "Vesting", "Venues", "Releases", "Waiver Of Jury Trials", "Base Salary", "Expenses", "Disability", "Interests", "Interpretations", "Construction", "Counterparts", "Indemnity", "No Waivers", "Assigns", "Approvals", "Organizations", "Agreements", "Specific Performance", "Transactions With Affiliates", "Entire Agreements", "Vacations", "Warranties", "Waivers", "Duties", "Defined Terms", "Authority", "Survival"], "gold": ["Survival"]}
+{"input": "Except as otherwise noted herein, each Party hereto shall bear the expenses incurred by it in connection with the negotiation and execution of this Agreement and the performance of its obligations hereunder.", "references": ["Tax Withholdings", "Effective Dates", "Organizations", "Disability", "Terminations", "Effectiveness", "Anti-Corruption Laws", "Successors", "Authorizations", "Enforceability", "Waivers", "Positions", "Adjustments", "Miscellaneous", "Compliance With Laws", "Warranties", "Notices", "Submission To Jurisdiction", "General", "Further Assurances", "Counterparts", "Defined Terms", "Duties", "Subsidiaries", "No Waivers", "Employment", "Binding Effects", "Remedies", "Costs", "Existence", "Expenses"], "gold": ["Expenses"]}
+{"input": "Any notice or request required or permitted under this Agreement shall be in writing and given or made by post-paid registered or certified mail, return receipt requested, or (b) personal delivery, facsimile, or express delivery service with acknowledgment of receipt, in either case, addressed to the Corporation at its then principal place of business, or to the Executive at his address specified on the first page hereof, or to either party hereto at such other address or addresses as such party may from time to time specify in a written notice given to the other party.", "references": ["Disclosures", "Terms", "General", "Existence", "Insurances", "Amendments", "Vacations", "Authorizations", "Participations", "Costs", "Benefits", "Enforcements", "Taxes", "Confidentiality", "Consents", "Books", "Subsidiaries", "Construction", "Vesting", "Employment", "Effectiveness", "Payments", "Interests", "Adjustments", "Terminations", "Duties", "Defined Terms", "Disability", "Remedies", "Counterparts", "Notices"], "gold": ["Notices"]}
+{"input": "The Restricted Stock Units covered by this Award will be subject to adjustment as provided in Section 11 of the Plan.", "references": ["Warranties", "Expenses", "Disability", "General", "Survival", "Vesting", "Participations", "Interests", "Litigations", "Integration", "Defined Terms", "Headings", "Forfeitures", "Confidentiality", "Authorizations", "Arbitration", "Financial Statements", "Brokers", "Enforcements", "Costs", "Indemnity", "Titles", "Base Salary", "Indemnifications", "Sales", "Change In Control", "Binding Effects", "No Waivers", "Use Of Proceeds", "Venues", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided , that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders\u2019 prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section\u00a013.1 and, except as expressly required pursuant to Section\u00a013.1 , no consent or approval by Borrower is required in connection with any such assignment.", "references": ["Expenses", "Compliance With Laws", "Governing Laws", "Forfeitures", "Jurisdictions", "Titles", "Consents", "Base Salary", "Venues", "Vacations", "Anti-Corruption Laws", "Submission To Jurisdiction", "Severability", "Confidentiality", "Insurances", "Remedies", "Modifications", "Entire Agreements", "Use Of Proceeds", "Agreements", "Waivers", "Applicable Laws", "Indemnity", "Publicity", "Waiver Of Jury Trials", "Liens", "Defined Terms", "Further Assurances", "Adjustments", "Death", "Successors"], "gold": ["Successors"]}
+{"input": "On the Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the Exchange Securities to the Holder, or in the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder will surrender to the Company the Securities. The closing of the Exchange shall occur on December 5, 2018 or as soon thereafter as the parties may mutually agree in writing (the \u201cClosing Date\u201d), subject to the provisions of Section 4 and Section 5 herein.", "references": ["Interests", "Construction", "Enforcements", "Adjustments", "Confidentiality", "Duties", "Assigns", "No Waivers", "Compliance With Laws", "Participations", "Solvency", "Erisa", "Payments", "Powers", "Definitions", "Employment", "Books", "Submission To Jurisdiction", "Expenses", "Transactions With Affiliates", "Publicity", "Counterparts", "Capitalization", "General", "Assignments", "Non-Disparagement", "Titles", "Warranties", "Anti-Corruption Laws", "Arbitration", "Closings"], "gold": ["Closings"]}
+{"input": "Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section shall survive the payment in full of the Borrower Obligations.", "references": ["Notices", "Sales", "Benefits", "Successors", "Death", "Insurances", "Employment", "Interests", "Governing Laws", "Forfeitures", "Titles", "Agreements", "Counterparts", "Modifications", "Sanctions", "Arbitration", "Effectiveness", "Existence", "Interpretations", "Vacations", "Financial Statements", "Fees", "Non-Disparagement", "Consents", "Venues", "Participations", "Assignments", "Anti-Corruption Laws", "Assigns", "Indemnifications", "Survival"], "gold": ["Survival"]}
+{"input": "In addition to any specific survival references in this Agreement, Sections 1, 2.4, 4.2, 4.7, 4.8, 5.3, 5.4, 5.5, 6.4, 8.1, 8.2, 9.2, 9.3, 10.7, 10.8, 10.9, 12.1, 12.2, 12.3, 12.4, 12.7, 12.8, 12.10, 12.11, 12.12, 12.13, and 12.14 shall survive termination or expiration of this Agreement. Any other rights, responsibilities, obligations, covenants and warranties which by their nature should survive this Agreement shall similarly survive and remain in effect.", "references": ["Records", "Expenses", "Agreements", "Litigations", "Remedies", "Waivers", "Further Assurances", "Subsidiaries", "Releases", "Death", "Intellectual Property", "Capitalization", "Effective Dates", "Adjustments", "Binding Effects", "Successors", "Erisa", "Indemnifications", "Miscellaneous", "No Defaults", "Approvals", "Terminations", "Base Salary", "General", "Transactions With Affiliates", "Modifications", "Consent To Jurisdiction", "Notices", "No Conflicts", "Headings", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied)\u00a0of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless and only to the extent in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.", "references": ["Litigations", "Employment", "Jurisdictions", "Change In Control", "Insurances", "Costs", "Participations", "Enforcements", "Erisa", "Miscellaneous", "Organizations", "Non-Disparagement", "Terms", "General", "Effective Dates", "Severability", "Brokers", "Payments", "Positions", "No Conflicts", "Withholdings", "Solvency", "Remedies", "Definitions", "Governing Laws", "Construction", "Assigns", "Cooperation", "Enforceability", "Consents", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement (including the Schedules and Exhibits attached hereto), the Ancillary Documents and the Confidentiality Agreement together constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of any Ancillary Document or the Confidentiality Agreement, the provisions of this Agreement shall prevail. Each party acknowledges and agrees that, in entering into this Agreement, such party has not relied on any promises or assurances, written or oral, that are not reflected in this Agreement (including the Schedules and Exhibits attached hereto), the Ancillary Documents and the Confidentiality Agreement.", "references": ["Assignments", "Death", "Forfeitures", "Counterparts", "Costs", "Confidentiality", "Non-Disparagement", "No Defaults", "Applicable Laws", "Withholdings", "Vesting", "Defined Terms", "Positions", "Interests", "Transactions With Affiliates", "Venues", "Liens", "Publicity", "Organizations", "Specific Performance", "Enforcements", "Survival", "Base Salary", "Agreements", "Sanctions", "Existence", "Intellectual Property", "Payments", "Definitions", "Authority", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "From and after the Closing Date: (a) Seller shall cooperate with Buyer to transfer to Buyer the full title, control and enjoyment of the Specified Assets; (b) Seller shall promptly deliver to Buyer all correspondence, papers, documents and other items and materials received by it or found to be in its possession which pertain to the Specified Assets; and (c) Seller shall cooperate with Buyer and its auditors with respect to requests for financial information relating to the Business prior to Closing, which financial information may be required to be reviewed, audited and publicly reported, pursuant to GAAP and/or applicable Law. In furtherance of the foregoing, Buyer shall promptly take all actions and do all things necessary in order for Buyer to take physical possession of the Specified Assets which constitute tangible personal property. Seller shall provide Buyer with access, upon reasonable prior notice from Buyer, to the Specified Assets to permit Buyer to comply with its obligations hereunder. At any time and from time to time after the Closing Date, at Buyer\u2019s request and without further consideration, Seller shall execute and deliver all such further agreements, certificates, instruments and documents and perform such further actions as Buyer may reasonably request, in order to fully consummate the transactions contemplated by this Agreement and fully carry out the purposes and intent of this Agreement.", "references": ["Financial Statements", "Arbitration", "Death", "Effective Dates", "No Conflicts", "Venues", "Jurisdictions", "Capitalization", "Compliance With Laws", "Powers", "Waiver Of Jury Trials", "Use Of Proceeds", "Applicable Laws", "Organizations", "Payments", "Governing Laws", "Erisa", "Waivers", "Terms", "Vesting", "Expenses", "Litigations", "Releases", "Transactions With Affiliates", "Notices", "Forfeitures", "Consents", "Participations", "Assignments", "Withholdings", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Executive agrees that all the Intellectual Property (as defined below) will be considered \u201cworks made for hire\u201d as that term is defined in Section 101 of the Copyright Act (17 U.S.C. \u00a7 101) and that all right, title and interest in such Intellectual Property will be the sole and exclusive property of the Company and its affiliates. To the extent that any of the Intellectual Property may not by law be considered a work made for hire, or the extent that, notwithstanding the foregoing, the Executive retains any interest in the Intellectual Property, the Executive hereby irrevocably assigns and transfers to the Company and its affiliates any and all right, title or interest that the Executive may now or in the future have in the Intellectual Property under patent, copyright, trade secret, trademark or other law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company and its affiliates will be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, trademarks and other similar registrations with respect to such Intellectual Property. The Executive further agrees to execute any and all documents and to provide any further cooperation or assistance reasonably required by the Company, at the Company\u2019s expense, to perfect, maintain or otherwise protect its rights in the Intellectual Property. If the Company or its affiliates, as applicable, are unable after reasonable efforts to secure the Executive\u2019s signature, cooperation or assistance in accordance with the preceding sentence whether because of the Executive\u2019s incapacity or any other reason whatsoever, the Executive hereby designates and appoints the Company, the appropriate affiliate, or their respective designee as the Executive\u2019s agent and attorney-in-fact, to act on his behalf, to execute and file documents and to do all other lawfully permitted acts necessary or desirable to perfect, maintain or otherwise protect the Company\u2019s or its affiliates\u2019 rights in the Intellectual Property. The Executive acknowledges and agrees that such appointment is coupled with an interest and is therefore irrevocable.", "references": ["Further Assurances", "Forfeitures", "Binding Effects", "Qualifications", "Confidentiality", "Vesting", "No Defaults", "Base Salary", "Jurisdictions", "Indemnifications", "Defined Terms", "Adjustments", "Entire Agreements", "Existence", "General", "No Conflicts", "Arbitration", "Tax Withholdings", "Titles", "Death", "Costs", "Publicity", "Successors", "Governing Laws", "Cooperation", "Notices", "Counterparts", "Employment", "Waiver Of Jury Trials", "Agreements", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "For purposes hereof, the following terms when used herein shall have the respective meanings set forth below.", "references": ["Books", "Remedies", "Survival", "Waivers", "Sales", "No Defaults", "Intellectual Property", "Subsidiaries", "Counterparts", "Venues", "Employment", "Tax Withholdings", "Construction", "Vesting", "Confidentiality", "Notices", "Use Of Proceeds", "Waiver Of Jury Trials", "Disclosures", "Positions", "Assignments", "Governing Laws", "Defined Terms", "Miscellaneous", "Participations", "Financial Statements", "Binding Effects", "Modifications", "Authorizations", "Duties", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement constitutes the entire understanding and agreement between the parties and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto. In the event of any inconsistency between this Agreement and any document executed or delivered to effect the purposes of this Agreement, including the certificate of incorporation and bylaws (or equivalent organizational and governing documents) of any company, this Agreement shall govern as among the parties hereto.", "references": ["Adjustments", "Expenses", "Subsidiaries", "Further Assurances", "Indemnifications", "Erisa", "Insurances", "Change In Control", "Consent To Jurisdiction", "Enforcements", "Financial Statements", "Closings", "Jurisdictions", "Books", "Records", "Qualifications", "Assignments", "Terminations", "Modifications", "Submission To Jurisdiction", "Benefits", "Fees", "No Waivers", "Employment", "Interests", "Base Salary", "Terms", "Defined Terms", "No Conflicts", "Effectiveness", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Within five (5) Business Days after the Effective Date, Borrower shall have delivered to Lender evidence satisfactory to Lender that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Lender.", "references": ["Effectiveness", "Integration", "Specific Performance", "Publicity", "Assignments", "Base Salary", "Financial Statements", "Non-Disparagement", "Sales", "Use Of Proceeds", "Litigations", "Subsidiaries", "Governing Laws", "Duties", "Waivers", "Amendments", "No Conflicts", "Positions", "Vesting", "Definitions", "Representations", "Fees", "Indemnifications", "Successors", "Notices", "Enforcements", "Intellectual Property", "Warranties", "Waiver Of Jury Trials", "Defined Terms", "Insurances"], "gold": ["Insurances"]}
+{"input": "Any agreement on the part of a Party to any extension or waiver of any provision of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such Party. A waiver by a Party of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by any Party of the performance of any act shall not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time.", "references": ["Construction", "Authorizations", "Governing Laws", "Sanctions", "Specific Performance", "Indemnifications", "Terms", "Payments", "Publicity", "Liens", "Qualifications", "Powers", "Intellectual Property", "Tax Withholdings", "Closings", "Non-Disparagement", "No Waivers", "Counterparts", "Transactions With Affiliates", "Remedies", "Litigations", "Records", "Costs", "Severability", "Waiver Of Jury Trials", "Insurances", "Warranties", "Enforcements", "Financial Statements", "Duties", "Waivers"], "gold": ["Waivers"]}
+{"input": "The agreements in this Section shall survive the resignation of the Administrative Agent and any of the L/C Issuers, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Capitalization", "Specific Performance", "Duties", "Existence", "Vesting", "Definitions", "Venues", "Titles", "Successors", "Notices", "Amendments", "Indemnifications", "Sanctions", "Severability", "Litigations", "Governing Laws", "Benefits", "Agreements", "Effectiveness", "Liens", "Releases", "Intellectual Property", "Effective Dates", "Interpretations", "Cooperation", "Disclosures", "Assigns", "Tax Withholdings", "Non-Disparagement", "Waivers", "Survival"], "gold": ["Survival"]}
+{"input": "The headings of the Plan are inserted for convenience and reference only and shall have no effect upon the meaning of the provisions hereof.", "references": ["Payments", "No Waivers", "Survival", "Titles", "Tax Withholdings", "Applicable Laws", "Qualifications", "Entire Agreements", "Definitions", "Consents", "Anti-Corruption Laws", "Arbitration", "Defined Terms", "Construction", "Brokers", "Powers", "Existence", "No Defaults", "No Conflicts", "Liens", "Positions", "Change In Control", "Interests", "Intellectual Property", "Severability", "Confidentiality", "Sanctions", "Consent To Jurisdiction", "Notices", "Organizations", "Headings"], "gold": ["Headings"]}
+{"input": "Except as otherwise provided in this Agreement, each Party shall be responsible for its own fees and expenses in connection with the preparation and negotiation of this Agreement, the Ancillary Agreements, the Internal Reorganization and the Spin-Off.", "references": ["Withholdings", "Cooperation", "Existence", "Defined Terms", "Authorizations", "Assigns", "Employment", "Definitions", "Disclosures", "Enforceability", "Governing Laws", "Specific Performance", "Effectiveness", "Indemnifications", "Disability", "Fees", "Construction", "Indemnity", "Payments", "Binding Effects", "Interests", "Consents", "Venues", "Litigations", "Representations", "Applicable Laws", "Qualifications", "Tax Withholdings", "Base Salary", "Liens", "Expenses"], "gold": ["Expenses"]}
+{"input": "(a) If any Lender (a \u201c Benefited Lender \u201d) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 9.1(f) , or otherwise (except pursuant to Subsection 2.6 , 2.7 , 2.8 , 2.9 , 4.4 , 4.5(b) , 4.9 , 4.10 , 4.11 , 4.12 , 4.13(d) , 4.14 , 11.1(g) or 11.6 )), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender\u2019s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender\u2019s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.", "references": ["Titles", "Terminations", "Payments", "Records", "Assignments", "Tax Withholdings", "Positions", "Enforcements", "Construction", "Capitalization", "Defined Terms", "Erisa", "Death", "Waiver Of Jury Trials", "Binding Effects", "Intellectual Property", "Counterparts", "Taxes", "Publicity", "Authority", "Effective Dates", "Interpretations", "Headings", "Terms", "Successors", "Vacations", "Miscellaneous", "Integration", "Brokers", "Authorizations", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions.", "references": ["Forfeitures", "Remedies", "Assignments", "No Conflicts", "Fees", "Payments", "Withholdings", "Participations", "Further Assurances", "Consent To Jurisdiction", "Use Of Proceeds", "Confidentiality", "Terminations", "Entire Agreements", "Vesting", "Specific Performance", "Cooperation", "Subsidiaries", "Duties", "Assigns", "Qualifications", "Closings", "Definitions", "Construction", "Applicable Laws", "Organizations", "Consents", "Effectiveness", "Erisa", "Interpretations", "Litigations"], "gold": ["Litigations"]}
+{"input": "The capitalization of the Company as of a recent date is as set forth in the Registration Statement and the Prospectus. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. Except pursuant to this Agreement, pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act, pursuant to the Company\u2019s equity incentive plans and awards granted thereunder since the most recently filed periodic report under the Exchange Act, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not, except for the adjustment to the conversion rate of the Company\u2019s Series A Preferred Stock, result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Construction", "Duties", "Vesting", "Consent To Jurisdiction", "Confidentiality", "Authorizations", "Change In Control", "Subsidiaries", "Indemnity", "No Conflicts", "Severability", "Notices", "Entire Agreements", "Intellectual Property", "Survival", "Submission To Jurisdiction", "Indemnifications", "Assigns", "Disability", "General", "Closings", "Waiver Of Jury Trials", "Modifications", "Brokers", "Employment", "Releases", "Enforcements", "Representations", "Benefits", "Publicity", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under such Class, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender\u2019s applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility Lender\u2019s applicable Revolving Facility Percentage of each L/C Disbursement (or the Dollar Equivalent thereof) made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e)\u00a0of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving Facility Lender\u2019s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case Section\u00a02.11(c) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Transactions With Affiliates", "Intellectual Property", "Positions", "Fees", "Indemnity", "Enforceability", "Capitalization", "Defined Terms", "Change In Control", "Amendments", "Consent To Jurisdiction", "Existence", "Duties", "Brokers", "Cooperation", "Authorizations", "Indemnifications", "Liens", "Solvency", "Disability", "Disclosures", "Integration", "Jurisdictions", "Vesting", "Qualifications", "Applicable Laws", "Non-Disparagement", "Definitions", "Binding Effects", "Miscellaneous", "Participations"], "gold": ["Participations"]}
+{"input": "You acknowledge that a waiver by the Company of breach of any provision of this PRSU Agreement shall not operate or be construed as a waiver of any other provision of this PRSU Agreement, or of any subsequent breach by you or any other Participant.", "references": ["Interpretations", "Fees", "Disability", "Sales", "Further Assurances", "Remedies", "Brokers", "Consents", "Enforceability", "Insurances", "Change In Control", "Warranties", "Confidentiality", "No Conflicts", "Consent To Jurisdiction", "Vacations", "Approvals", "Financial Statements", "Cooperation", "Costs", "Terminations", "Agreements", "Counterparts", "Tax Withholdings", "Erisa", "Arbitration", "Indemnifications", "Expenses", "Governing Laws", "Benefits", "Waivers"], "gold": ["Waivers"]}
+{"input": "On and after the Closing Date, the Parties will take all appropriate and commercially reasonable actions and execute all documents, instruments or conveyances of any kind that may be reasonably necessary or advisable to put Buyer in possession and operating control of the Acquired Assets and the Business, or to otherwise carry out any of the provisions hereof.", "references": ["Vesting", "Disclosures", "Liens", "Interpretations", "Waiver Of Jury Trials", "Terminations", "Brokers", "Governing Laws", "Expenses", "Miscellaneous", "Base Salary", "Benefits", "Modifications", "Authorizations", "Submission To Jurisdiction", "Tax Withholdings", "Survival", "General", "Binding Effects", "Agreements", "Severability", "Anti-Corruption Laws", "Defined Terms", "Vacations", "Effective Dates", "Litigations", "Erisa", "Cooperation", "Duties", "Definitions", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "For the period commencing the Separation Date through August 15, 2019, Employee agrees to make himself available and to cooperate with the Employer, to the extent reasonably requested by the Employer, for the purpose of transitioning his duties and responsibilities.", "references": ["Vacations", "Waiver Of Jury Trials", "Litigations", "Liens", "No Waivers", "Titles", "Construction", "Organizations", "Withholdings", "Warranties", "Benefits", "Base Salary", "Sanctions", "Fees", "No Defaults", "Taxes", "Existence", "General", "Integration", "Binding Effects", "Defined Terms", "Waivers", "Anti-Corruption Laws", "Miscellaneous", "Brokers", "No Conflicts", "Jurisdictions", "Agreements", "Subsidiaries", "Powers", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "(a)\u00a0Keep all property useful and necessary in its business in good working order and condition in all material respects, ordinary wear and tear excepted and (b)\u00a0maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business or having similar properties similarly situated.", "references": ["Vacations", "Death", "General", "Powers", "Miscellaneous", "No Defaults", "Use Of Proceeds", "Interpretations", "Further Assurances", "Assignments", "Authorizations", "Forfeitures", "Indemnity", "Effective Dates", "Disability", "Assigns", "Construction", "Waivers", "Jurisdictions", "Adjustments", "Terms", "Arbitration", "Brokers", "Costs", "Withholdings", "Employment", "Agreements", "Interests", "Integration", "Closings", "Insurances"], "gold": ["Insurances"]}
+{"input": "Section 14.11 of the Program Agreement is incorporated herein, mutatis mutandis .", "references": ["Remedies", "Confidentiality", "Modifications", "Litigations", "Applicable Laws", "Sanctions", "Qualifications", "Arbitration", "No Conflicts", "Benefits", "Solvency", "Organizations", "Intellectual Property", "Taxes", "Submission To Jurisdiction", "Severability", "Compliance With Laws", "Waivers", "Withholdings", "Books", "Duties", "Interpretations", "Anti-Corruption Laws", "Forfeitures", "Counterparts", "Miscellaneous", "Employment", "Notices", "Sales", "Capitalization", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Company shall by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. Effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and the Purchaser or any of its Affiliates on the other hand, shall terminate. The Company and Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of Purchaser, or without the prior consent of Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.", "references": ["Construction", "Jurisdictions", "Effectiveness", "Organizations", "Disability", "Forfeitures", "Representations", "Indemnity", "Submission To Jurisdiction", "Warranties", "Compliance With Laws", "Sales", "General", "Death", "Costs", "No Conflicts", "Effective Dates", "Modifications", "Withholdings", "Arbitration", "Intellectual Property", "Successors", "Authorizations", "Headings", "Tax Withholdings", "Specific Performance", "Assignments", "Records", "Base Salary", "Agreements", "Publicity"], "gold": ["Publicity"]}
+{"input": "This Agreement sets forth the entire agreement between the Company (or any Affiliate) and Executive with respect to its subject matter, and merges and supersedes all prior discussions, negotiations, representations, proposals, agreements and understandings of every kind and nature between the Company (or any Affiliate) and Executive, including the Prior Agreement. Executive and the Company represent that, in executing this Agreement, each party has not relied upon any representation or statement made by the other party, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement.", "references": ["Counterparts", "Interpretations", "Titles", "Sanctions", "Remedies", "Transactions With Affiliates", "Publicity", "Costs", "Expenses", "Survival", "Intellectual Property", "Solvency", "Subsidiaries", "Base Salary", "Further Assurances", "Adjustments", "Existence", "Warranties", "Effectiveness", "Taxes", "Applicable Laws", "Positions", "Effective Dates", "Terminations", "Consents", "Successors", "Books", "Financial Statements", "Releases", "Benefits", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "These Terms and Conditions may be amended unilaterally by the Company to the extent determined by the Committee and permitted under the Plan, or by a written instrument signed by both parties.", "references": ["Interests", "Payments", "Miscellaneous", "Waiver Of Jury Trials", "Use Of Proceeds", "Definitions", "Effectiveness", "Indemnifications", "Duties", "Authorizations", "Jurisdictions", "Notices", "Counterparts", "Anti-Corruption Laws", "Disability", "Remedies", "No Waivers", "Severability", "Survival", "Applicable Laws", "Adjustments", "Benefits", "Forfeitures", "Erisa", "Construction", "Effective Dates", "Indemnity", "Authority", "Venues", "Publicity", "Amendments"], "gold": ["Amendments"]}
+{"input": "During the term of this Agreement, Executive shall receive an annualized base salary of $250,000 (the \u201c Base Salary \u201d), which Base Salary (a)\u00a0shall be reviewed at least annually by the Board (or a committee thereof) and (b)\u00a0may be (but shall not be required to be) increased from time to time in the sole discretion of the Board (or a committee thereof). Notwithstanding any provision of this Agreement, the Company may decrease Executive\u2019s Base Salary by up to 10% as part of similar reductions of the base salaries applicable to all of the Company\u2019s or Parent\u2019s executive officers. Executive\u2019s Base Salary shall be paid in substantially equal installments in accordance with the Company\u2019s standard policy regarding payment of compensation to executives as in effect from time to time but no less frequently than monthly.", "references": ["Assigns", "Entire Agreements", "Solvency", "Withholdings", "Liens", "Indemnifications", "Indemnity", "Survival", "Submission To Jurisdiction", "Jurisdictions", "Waivers", "Brokers", "No Conflicts", "Notices", "Consents", "Releases", "Positions", "Non-Disparagement", "Representations", "Arbitration", "Remedies", "Disclosures", "Consent To Jurisdiction", "No Defaults", "Titles", "Approvals", "Forfeitures", "Transactions With Affiliates", "Closings", "Duties", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the same instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes.", "references": ["Sales", "Releases", "No Defaults", "Non-Disparagement", "Jurisdictions", "Adjustments", "Organizations", "Erisa", "Records", "Powers", "Headings", "Participations", "Entire Agreements", "Amendments", "Miscellaneous", "Waivers", "Interpretations", "Warranties", "Capitalization", "Remedies", "Authorizations", "Books", "Terminations", "Construction", "Definitions", "Consents", "Liens", "Compliance With Laws", "Benefits", "Solvency", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The headings of the various subdivisions hereof are for the convenience of reference only and shall in no way modify any of the terms or provisions hereof.", "references": ["Confidentiality", "Warranties", "Capitalization", "Binding Effects", "Adjustments", "Intellectual Property", "Consents", "Terms", "Disability", "Releases", "Participations", "Publicity", "Qualifications", "Integration", "Payments", "Financial Statements", "Death", "Non-Disparagement", "Terminations", "Indemnity", "Applicable Laws", "Miscellaneous", "Sanctions", "Counterparts", "Change In Control", "Compliance With Laws", "Enforceability", "Modifications", "No Conflicts", "Litigations", "Headings"], "gold": ["Headings"]}
+{"input": "Subject to Section 409A of the Code (including the delay of payments required under Section 6.5(b)), the Company may elect to debit a Participant's Account for the expenses of administration of the Plan, including the expenses of the Plan Administrator and the fees of any trustee.", "references": ["Miscellaneous", "Waiver Of Jury Trials", "Indemnifications", "Transactions With Affiliates", "Vacations", "Intellectual Property", "Litigations", "Arbitration", "Duties", "Consents", "Disability", "Specific Performance", "Consent To Jurisdiction", "Construction", "Governing Laws", "Assignments", "No Conflicts", "Positions", "Payments", "Forfeitures", "Cooperation", "Employment", "Benefits", "Confidentiality", "Taxes", "Terms", "Releases", "Terminations", "Modifications", "Fees", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Security Agreement by facsimile or other electronic imaging means (e.g. \u201cpdf\u201d or \u201ctif\u201d) shall be effective as delivery of a manually executed counterpart of this Security Agreement.", "references": ["Participations", "Waivers", "Assigns", "Headings", "Definitions", "Enforcements", "Insurances", "Financial Statements", "Solvency", "Change In Control", "Tax Withholdings", "Severability", "Employment", "Vacations", "Base Salary", "Disability", "Sales", "Litigations", "Erisa", "Cooperation", "Sanctions", "No Waivers", "Confidentiality", "Consent To Jurisdiction", "Authorizations", "Indemnifications", "Agreements", "No Defaults", "Qualifications", "Representations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or pdf. transmission shall be binding to the same extent as an original signature page.", "references": ["Entire Agreements", "Effective Dates", "Adjustments", "Notices", "Use Of Proceeds", "Defined Terms", "Authorizations", "Solvency", "Positions", "Closings", "Enforceability", "Change In Control", "No Conflicts", "Vacations", "Further Assurances", "Jurisdictions", "Confidentiality", "Fees", "Vesting", "Expenses", "Litigations", "Terminations", "Interpretations", "Approvals", "Taxes", "Assigns", "Severability", "Headings", "Integration", "Participations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy at law or in equity. The parties hereby waive, in any action for specific performance, the defense of adequacy of a remedy at law and the posting of any bond or other security in connection therewith.", "references": ["Change In Control", "Subsidiaries", "Expenses", "Non-Disparagement", "Interests", "Venues", "Fees", "Sales", "No Conflicts", "Definitions", "Assignments", "Costs", "Payments", "Authority", "Enforcements", "Sanctions", "Submission To Jurisdiction", "Litigations", "Titles", "Use Of Proceeds", "Organizations", "Powers", "Taxes", "Liens", "Financial Statements", "Releases", "Transactions With Affiliates", "Intellectual Property", "Consent To Jurisdiction", "Waivers", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The parties hereto hereby agree to the terms of this Amendment and the Amended Credit Agreement and in furtherance thereof, further agree that, on the Amendment Effective Date, the Credit Agreement shall be amended and restated in the form of the Amended Credit Agreement attached hereto as Exhibit A . The Consenting Tranche B Term Loan Lenders and the Consenting Revolving Credit Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to execute and deliver the other Loan Documents (as defined in the Amended Credit Agreement) contemplated to be executed and delivered on the date hereof, and shall be deemed to have consented to, approved or accepted or to be satisfied with each such Loan Document (as defined in the Amended Credit Agreement) or other matter required thereunder to be consented to, approved or accepted or satisfactory to a Lender (as defined in the Amended Credit Agreement), unless the Administrative Agent shall have received a written notice from such Lender prior to the Amendment Effective Date specifying its objection thereto. The parties hereto acknowledge that neither this Amendment nor the Amended Credit Agreement shall constitute an assumption by GLAS Trust Company LLC of any liability of the Administrative Agent arising out of a breach of the Collateral Agent Duties prior to the transfer of such duties on the date hereof to the Collateral Agent under the Amended Credit Agreement or otherwise. Furthermore, GLAS Trust Company LLC shall have no liability or responsibility for the action or inaction of any other Agent and shall further have no liability or responsibility for any losses or claims arising prior to the date hereof and shall be fully indemnified by the Loan Parties and the Lenders as set forth in the Amended Credit Agreement for any such liability, loss or claim.", "references": ["Litigations", "Records", "Representations", "Subsidiaries", "Change In Control", "Survival", "Use Of Proceeds", "Effectiveness", "No Defaults", "Non-Disparagement", "Definitions", "Consents", "Notices", "Disclosures", "Sales", "Participations", "Assignments", "Vesting", "Solvency", "Positions", "Warranties", "Counterparts", "Base Salary", "Consent To Jurisdiction", "Transactions With Affiliates", "Forfeitures", "Cooperation", "Enforceability", "Duties", "Terminations", "Amendments"], "gold": ["Amendments"]}
+{"input": "(a) The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth (15 th ) day following such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "references": ["Interpretations", "Expenses", "Existence", "Applicable Laws", "Liens", "Assignments", "Death", "Disclosures", "Vacations", "Terms", "No Waivers", "Warranties", "Successors", "Insurances", "Authority", "Survival", "Non-Disparagement", "Approvals", "Indemnifications", "Assigns", "Intellectual Property", "General", "Counterparts", "Transactions With Affiliates", "Positions", "Vesting", "Benefits", "Forfeitures", "Books", "Indemnity", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and, except as explicitly provided herein, shall replace all prior promises or understandings, oral or written.", "references": ["Terms", "Withholdings", "Binding Effects", "Change In Control", "Records", "Integration", "Existence", "Expenses", "Notices", "Powers", "Remedies", "Venues", "Warranties", "Arbitration", "Vesting", "Amendments", "Non-Disparagement", "Titles", "Assigns", "Forfeitures", "Liens", "Books", "No Conflicts", "Cooperation", "Interests", "Use Of Proceeds", "Indemnity", "Solvency", "Erisa", "Compliance With Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The definitions contained in this Agreement and the rights and obligations contained in Paragraphs 4 (\u201cIntellectual Property\u201d), 6.4 (\u201cSurvival\u201d), 7 (\u201cNoninterference with Business\u201d), and 8 (\u201cGeneral Provisions\u201d) will survive any termination or expiration of this Agreement.", "references": ["Modifications", "Interpretations", "Approvals", "Headings", "Authority", "Construction", "Brokers", "Defined Terms", "Sanctions", "Binding Effects", "Waivers", "Authorizations", "No Waivers", "Indemnifications", "Existence", "Vesting", "Consent To Jurisdiction", "Governing Laws", "Assigns", "Base Salary", "Cooperation", "Titles", "Submission To Jurisdiction", "Consents", "Subsidiaries", "Employment", "Sales", "Benefits", "Indemnity", "Effective Dates", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except to the extent such enforceability may be limited by any applicable Debtor Relief Laws and by general principles of equity.", "references": ["No Defaults", "Participations", "Duties", "Adjustments", "Authority", "Agreements", "Positions", "Interpretations", "Waiver Of Jury Trials", "Specific Performance", "Expenses", "Assigns", "Payments", "Liens", "Intellectual Property", "Fees", "Enforceability", "Books", "Tax Withholdings", "Submission To Jurisdiction", "Approvals", "General", "Disability", "Entire Agreements", "Terms", "Miscellaneous", "Forfeitures", "Representations", "Governing Laws", "Sanctions", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement, the Company Investors Agreement and the Holdings Investment Agreement (including any schedules thereof) constitute the entire contractual understanding between the parties and supersedes all proposals, commitments, writings, negotiations, and understandings, or and written, and all other communications between the parties relating to the subject matter hereof. In the event of a conflict between this Agreement and the Holdings Investment Agreement, or the Company Investors Agreement, this Agreement shall control.", "references": ["Integration", "Authority", "Forfeitures", "Withholdings", "Enforceability", "Arbitration", "Agreements", "Severability", "Governing Laws", "Counterparts", "No Conflicts", "Titles", "Liens", "Confidentiality", "Transactions With Affiliates", "Assignments", "Adjustments", "Amendments", "Vesting", "Authorizations", "Effective Dates", "General", "Publicity", "Defined Terms", "No Waivers", "Brokers", "Records", "Venues", "Indemnifications", "Litigations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under Section 11 or 13 of the Plan.", "references": ["Confidentiality", "Tax Withholdings", "Submission To Jurisdiction", "Subsidiaries", "Consent To Jurisdiction", "Death", "Organizations", "Effectiveness", "Sanctions", "Governing Laws", "Headings", "Representations", "Indemnifications", "Arbitration", "Qualifications", "Severability", "Effective Dates", "Closings", "Assigns", "Specific Performance", "No Waivers", "Positions", "Liens", "Cooperation", "Warranties", "Anti-Corruption Laws", "Brokers", "Consents", "Authority", "Construction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "In the event of a corporate transaction involving the Company (including, without limitation, any share dividend, share split, extraordinary cash dividend, recapitalization, reorganization, merger, amalgamation, consolidation, share exchange split-up, spin-off, sale of assets or subsidiaries, combination or exchange of shares), the Committee shall, in the manner it determines equitable in its sole discretion, adjust Awards to reflect the transactions. Action by the Committee may include: (i)\u00a0adjustment of the number and kind of shares which may be delivered under the Plan; (ii)\u00a0adjustment of the number and kind of shares subject to outstanding Awards; (iii)\u00a0adjustment of the Exercise Price of outstanding Options; and (iv)\u00a0any other adjustments that the Committee determines to be equitable (which may include, without limitation, (A)\u00a0replacement of Awards with other Awards which the Committee determines have comparable value and which are based on shares of a company resulting from the transaction, and (B)\u00a0cancellation of the Award in return for cash payment of the current value of the Award, determined as though the Award is fully vested at the time of payment, provided that in the case of an Option, the amount of such payment will be the excess of value of the shares of Stock subject to the Option at the time of the transaction over the Exercise Price). However, in no event shall this Section\u00a03.2 be construed to permit a modification (including a replacement) of an Option if such modification either: (i)\u00a0would result in accelerated recognition of income or imposition of additional tax under Section\u00a0409A of the Code; or (ii)\u00a0would cause the Option subject to the modification (or cause a replacement Option) to be subject to Section\u00a0409A of the Code, provided that the restriction of this clause (ii)\u00a0shall not apply to any Option that, at the time it is granted or otherwise, is designated as being deferred compensation subject to Section\u00a0409A of the Code.", "references": ["Defined Terms", "Closings", "Enforcements", "Counterparts", "Further Assurances", "Powers", "Brokers", "Disclosures", "Subsidiaries", "Notices", "Assigns", "Indemnity", "No Defaults", "Liens", "Confidentiality", "Terms", "Entire Agreements", "Representations", "Binding Effects", "Consent To Jurisdiction", "Existence", "Arbitration", "Severability", "Remedies", "Indemnifications", "Insurances", "Duties", "Applicable Laws", "Publicity", "Payments", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use reasonable best efforts to keep all Registration Statements effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the sale and/or resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities Act and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Put Shares remain issuable under the Purchase Agreement (the \u201c Registration Period \u201d). Each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.", "references": ["Titles", "Remedies", "Benefits", "Successors", "Powers", "No Waivers", "Existence", "Consent To Jurisdiction", "Fees", "Death", "Modifications", "Sales", "Applicable Laws", "Anti-Corruption Laws", "Taxes", "Indemnity", "Specific Performance", "Vacations", "Payments", "Non-Disparagement", "Interests", "Terms", "Compliance With Laws", "Closings", "Governing Laws", "Defined Terms", "Binding Effects", "Definitions", "Entire Agreements", "Capitalization", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Subject to the conditions contained herein and the Plan, the shares of Restricted Stock shall vest and the restrictions on such shares of Restricted Stock shall lapse as provided in the Grant Notice. The period of time that such share of Restricted Stock remains subject to vesting shall be its Restricted Period.", "references": ["Representations", "Enforcements", "Erisa", "General", "Employment", "Publicity", "Effectiveness", "Positions", "Effective Dates", "Use Of Proceeds", "Records", "Terms", "Approvals", "Tax Withholdings", "Anti-Corruption Laws", "Closings", "Compliance With Laws", "Applicable Laws", "Successors", "Terminations", "Withholdings", "Submission To Jurisdiction", "Authorizations", "Arbitration", "Fees", "Headings", "Binding Effects", "Jurisdictions", "Qualifications", "Amendments", "Vesting"], "gold": ["Vesting"]}
+{"input": "(a)\u00a0Except as disclosed in the Disclosure Documents, no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred or are reasonably expected to occur, would be materially likely to result in a Material Adverse Change.", "references": ["Benefits", "Duties", "Applicable Laws", "Severability", "Qualifications", "Approvals", "Insurances", "Integration", "Sales", "Sanctions", "Remedies", "Withholdings", "Authorizations", "Existence", "Terminations", "Consent To Jurisdiction", "Submission To Jurisdiction", "Venues", "Vesting", "Fees", "Binding Effects", "Vacations", "Tax Withholdings", "Costs", "Adjustments", "Employment", "Records", "Solvency", "Interpretations", "Organizations", "Erisa"], "gold": ["Erisa"]}
+{"input": "The representations and warranties of the parties hereto contained in this Agreement shall survive in full force and effect until the date that is 18 months after the Closing Date (or until final resolution of any claim or action arising from the breach of any such representation and warranty, if notice of such breach was provided prior to the end of such period), at which time they shall terminate. The covenants and agreements set forth in this Agreement shall survive until the earliest of the duration of any applicable statute of limitations, until performed or no longer operative in accordance with their respective terms.", "references": ["Confidentiality", "Interests", "Cooperation", "Transactions With Affiliates", "Forfeitures", "Withholdings", "Adjustments", "Miscellaneous", "Indemnifications", "Defined Terms", "Use Of Proceeds", "Modifications", "Sanctions", "Remedies", "Base Salary", "Further Assurances", "Compliance With Laws", "Definitions", "Amendments", "Solvency", "Titles", "Death", "Intellectual Property", "Waivers", "No Waivers", "Authority", "Duties", "Agreements", "Waiver Of Jury Trials", "Closings", "Survival"], "gold": ["Survival"]}
+{"input": "The terms of Section 5.13 of the Existing Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.", "references": ["Adjustments", "Integration", "Venues", "Use Of Proceeds", "Intellectual Property", "Costs", "Waiver Of Jury Trials", "Positions", "Jurisdictions", "Enforcements", "Arbitration", "Qualifications", "Anti-Corruption Laws", "Existence", "Records", "Effectiveness", "Disability", "Construction", "Binding Effects", "General", "Liens", "Headings", "Survival", "Transactions With Affiliates", "Expenses", "Consent To Jurisdiction", "Terms", "Miscellaneous", "Payments", "Amendments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures (the \u201c Closing \u201d) on June 8, 2018, or at such other time as agreed by both parties (the \u201c Closing Date \u201d). At the Closing, the Company will cause the transfer agent and registrar for the Common Stock to reflect the issuance of the Shares to the Investors and, concurrently, the Investors shall pay the Aggregate Purchase Price by wire transfer in accordance with the Company\u2019s instructions.", "references": ["Submission To Jurisdiction", "Participations", "Jurisdictions", "Representations", "Adjustments", "Taxes", "Warranties", "Vesting", "Sanctions", "Financial Statements", "Titles", "Releases", "Authority", "Notices", "Forfeitures", "Survival", "Use Of Proceeds", "Consents", "Enforcements", "Interpretations", "Qualifications", "Indemnity", "Duties", "Interests", "Binding Effects", "Litigations", "Change In Control", "No Waivers", "Insurances", "Authorizations", "Closings"], "gold": ["Closings"]}
+{"input": "All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitment has not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitment or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.", "references": ["Adjustments", "Duties", "Waivers", "Costs", "Applicable Laws", "Consent To Jurisdiction", "Indemnifications", "Participations", "Terms", "Effective Dates", "Anti-Corruption Laws", "Capitalization", "Assignments", "Vacations", "Liens", "Confidentiality", "Transactions With Affiliates", "Governing Laws", "Forfeitures", "Base Salary", "Further Assurances", "Books", "Intellectual Property", "Definitions", "Death", "Indemnity", "Cooperation", "Change In Control", "Enforcements", "Closings", "Survival"], "gold": ["Survival"]}
+{"input": "TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO WAIVES AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS AGREEMENT.", "references": ["Sanctions", "Erisa", "Jurisdictions", "Interpretations", "Authorizations", "Titles", "Effectiveness", "Specific Performance", "Effective Dates", "Terms", "Binding Effects", "Litigations", "Use Of Proceeds", "Definitions", "Indemnifications", "Interests", "Existence", "Consents", "Costs", "Capitalization", "Withholdings", "Books", "General", "Employment", "Qualifications", "Further Assurances", "Compliance With Laws", "Vacations", "Enforcements", "Organizations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Audited Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The unaudited consolidated balance sheet of the Parent and its Subsidiaries, and the related consolidated statements of income or operations, shareholders\u2019 equity and cash flows for the fiscal quarter ended on September 30, 2017 were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material respects the financial condition of the Parent and its Subsidiaries, as of the date thereof and their results of operations and cash flows for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.", "references": ["Entire Agreements", "Forfeitures", "Benefits", "Arbitration", "Enforceability", "Cooperation", "Remedies", "Positions", "Erisa", "Enforcements", "Terminations", "Costs", "Transactions With Affiliates", "Representations", "Severability", "Adjustments", "Titles", "Construction", "Death", "Confidentiality", "Agreements", "Vesting", "Integration", "Change In Control", "Consent To Jurisdiction", "Tax Withholdings", "Base Salary", "Intellectual Property", "No Waivers", "Defined Terms", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "For purposes of this Section \u00a02.11 , the term \u201cLegal Requirements\u201d includes FATCA.", "references": ["Disclosures", "Vacations", "Terms", "Payments", "Titles", "Withholdings", "Submission To Jurisdiction", "Solvency", "Interests", "Binding Effects", "Use Of Proceeds", "Death", "Brokers", "Enforcements", "Enforceability", "Publicity", "Expenses", "Miscellaneous", "Indemnity", "Consent To Jurisdiction", "Further Assurances", "Qualifications", "General", "Costs", "Effective Dates", "Indemnifications", "Litigations", "Representations", "Amendments", "Powers", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Debtor and Secured Party acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by Debtor and Secured Party.", "references": ["Vesting", "Survival", "Use Of Proceeds", "Governing Laws", "Further Assurances", "Expenses", "Transactions With Affiliates", "Sanctions", "Indemnity", "Binding Effects", "Change In Control", "Specific Performance", "Death", "Enforceability", "Notices", "Brokers", "Indemnifications", "Defined Terms", "Confidentiality", "Publicity", "Insurances", "Forfeitures", "Vacations", "Capitalization", "Books", "Financial Statements", "Fees", "Arbitration", "Releases", "Interests", "Construction"], "gold": ["Construction"]}
+{"input": "Seller is duly organized and in valid existence as a corporation under the laws of Delaware and has full corporate power and authority to carry on the Business as it is now being conducted and to own and operate the Acquired Assets. Schedule 4.1 sets forth each jurisdiction in which Seller is licensed or qualified to do business with respect to the Business, and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Acquired Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.", "references": ["Insurances", "Payments", "Effectiveness", "Financial Statements", "Terms", "Effective Dates", "Authorizations", "Titles", "Change In Control", "Base Salary", "Closings", "Non-Disparagement", "Confidentiality", "Defined Terms", "Notices", "Assigns", "Solvency", "Counterparts", "No Conflicts", "Assignments", "Warranties", "Consents", "Further Assurances", "Tax Withholdings", "Approvals", "Indemnity", "Brokers", "Severability", "Vesting", "Adjustments", "Organizations"], "gold": ["Organizations"]}
+{"input": "As of the date of this Agreement, the authorized capital stock of TDA is 100 consisting of One Hundred (100) shares of TDA Ordinary Stock at $1.00 (in Singapore Dollars) per share. TDA has issued and outstanding One Hundred (100) shares of TDA Ordinary Stock. The issued and outstanding shares of TDA Ordinary Stock constitute one hundred percent (100%) of the issued and outstanding capital stock of TDA. All of the outstanding shares of TDA Ordinary Stock have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable. There are no dividends which have accrued or been declared but are unpaid on the capital stock of TDA.", "references": ["Death", "Waivers", "Brokers", "Subsidiaries", "Books", "Approvals", "Disclosures", "No Waivers", "Adjustments", "Forfeitures", "Effective Dates", "Withholdings", "Change In Control", "Successors", "Consents", "Insurances", "Further Assurances", "Tax Withholdings", "Defined Terms", "Anti-Corruption Laws", "Survival", "Effectiveness", "Participations", "Authority", "Cooperation", "Financial Statements", "Entire Agreements", "Terms", "Expenses", "Fees", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company, be assignable by Executive. This Release Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, \u201csuccessor\u201d and \u201cassignee\u201d shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company, acquires all or substantially all of the Company\u2019s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise.", "references": ["Venues", "Vesting", "Headings", "Specific Performance", "Qualifications", "Financial Statements", "Costs", "Death", "Powers", "Books", "Erisa", "Authorizations", "Entire Agreements", "Enforcements", "Organizations", "Authority", "Submission To Jurisdiction", "Duties", "Governing Laws", "Indemnity", "Representations", "Confidentiality", "Releases", "No Defaults", "Closings", "Agreements", "Arbitration", "Waiver Of Jury Trials", "Jurisdictions", "Payments", "Successors"], "gold": ["Successors"]}
+{"input": "If any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a court of competent jurisdiction, then the illegal or unenforceable provision shall be deemed reformed to the extent necessary to be legally enforceable and the remainder of this Agreement, will not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of excessive scope as to geographic, temporal or functional coverage, such provision will be deemed to extend only over the maximum geographic, temporal and functional scope as to which it may be enforceable.", "references": ["No Waivers", "Anti-Corruption Laws", "Qualifications", "Solvency", "Waiver Of Jury Trials", "Consents", "Closings", "Litigations", "Erisa", "Survival", "Counterparts", "Titles", "Waivers", "Governing Laws", "Construction", "Disability", "Amendments", "Indemnity", "Vacations", "Definitions", "Headings", "Applicable Laws", "Existence", "Financial Statements", "Sales", "Arbitration", "Intellectual Property", "Expenses", "Compliance With Laws", "Notices", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement is made in, and shall be interpreted, construed and governed according to the laws of, the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, for themselves and their successors and assigns, hereby irrevocably (a)\u00a0consents to the exclusive jurisdiction of the North Carolina State courts located in Mecklenburg County, North Carolina and (b)\u00a0waives any objection to any such action based on venue or forum non conveniens . Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement. This Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act, as amended from time to time, and the duties Executive owes to Nucor under the common law, including, but not limited to, the duty of loyalty.", "references": ["Forfeitures", "Specific Performance", "Tax Withholdings", "Waivers", "Effectiveness", "Expenses", "Releases", "Taxes", "Powers", "Benefits", "Venues", "Costs", "Authority", "Intellectual Property", "Non-Disparagement", "Positions", "Agreements", "Construction", "Amendments", "No Defaults", "Assigns", "Erisa", "Headings", "Submission To Jurisdiction", "Books", "Successors", "General", "Sanctions", "Vacations", "Withholdings", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Subject to the terms and provisions set forth in this Agreement, the Company hereby employs Executive as the Chief Executive Officer, Chief Operating Officer and President of the Company.", "references": ["Fees", "Enforcements", "Warranties", "Capitalization", "Agreements", "Governing Laws", "Further Assurances", "Adjustments", "Withholdings", "Effectiveness", "Qualifications", "Titles", "Brokers", "Effective Dates", "Positions", "Costs", "Tax Withholdings", "Taxes", "Vesting", "Waivers", "Indemnifications", "Modifications", "Forfeitures", "Insurances", "Survival", "Waiver Of Jury Trials", "No Waivers", "Expenses", "Interpretations", "Submission To Jurisdiction", "Employment"], "gold": ["Employment"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) which (i)\u00a0adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)\u00a0except as specifically disclosed in the SEC Reports, could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Brokers", "Confidentiality", "Existence", "Forfeitures", "Costs", "Venues", "Submission To Jurisdiction", "Terminations", "No Waivers", "General", "Authorizations", "Subsidiaries", "Vesting", "Severability", "Indemnity", "Integration", "Base Salary", "Construction", "Assigns", "Survival", "Arbitration", "Cooperation", "Sanctions", "Remedies", "Tax Withholdings", "Assignments", "Representations", "Disclosures", "Amendments", "Insurances", "Litigations"], "gold": ["Litigations"]}
+{"input": "If a Cash Incentive Award is intended to qualify as \u201cqualified performance-based compensation\u201d under Section 162(m) of the Code, all requirements set forth in Section 6(e) must be satisfied in order for a Participant to be entitled to payment.", "references": ["Severability", "Taxes", "Insurances", "Waiver Of Jury Trials", "Vacations", "Litigations", "Venues", "Headings", "Assignments", "Erisa", "Notices", "Agreements", "Death", "Benefits", "No Conflicts", "Arbitration", "Fees", "Authorizations", "Disclosures", "Solvency", "General", "Duties", "Powers", "Releases", "Titles", "Enforcements", "Closings", "Change In Control", "Liens", "Governing Laws", "Payments"], "gold": ["Payments"]}
+{"input": "JUNIOR CREDITOR, BORROWER AND SENIOR CREDITOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE JUNIOR DEBT DOCUMENTS OR ANY OF THE SENIOR DEBT DOCUMENTS. EACH OF JUNIOR CREDITOR, BORROWER AND SENIOR CREDITOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE SENIOR DEBT DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF JUNIOR CREDITOR, BORROWER AND SENIOR CREDITOR WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.", "references": ["Withholdings", "Sales", "Brokers", "Forfeitures", "Insurances", "Titles", "Existence", "Headings", "General", "Modifications", "Costs", "Venues", "Intellectual Property", "Adjustments", "Non-Disparagement", "Liens", "Fees", "Qualifications", "Disclosures", "Binding Effects", "Duties", "Death", "Vacations", "Assigns", "Tax Withholdings", "Interests", "Anti-Corruption Laws", "Solvency", "Amendments", "Severability", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in any other relevant jurisdictions where the Borrower or its Subsidiaries conducts material operations.", "references": ["Titles", "Representations", "Defined Terms", "Submission To Jurisdiction", "Capitalization", "Taxes", "Terms", "Approvals", "Duties", "Binding Effects", "Disability", "Withholdings", "General", "Disclosures", "Effectiveness", "Cooperation", "Tax Withholdings", "Consents", "Brokers", "Further Assurances", "Powers", "Financial Statements", "Non-Disparagement", "Vesting", "Qualifications", "Waiver Of Jury Trials", "Costs", "Solvency", "Death", "No Waivers", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "All of the terms and provisions of this Letter shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties, except that your duties and responsibilities under this Letter are of a personal nature and shall not be assignable or delegatable in whole or in part by you. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within fifteen (15)\u00a0days of such succession, expressly to assume and agree to perform this Letter in the same manner as, and to the same extent that, the Company would be required to perform if no such succession had taken place.", "references": ["Compliance With Laws", "Titles", "Financial Statements", "Terms", "Governing Laws", "Effective Dates", "Anti-Corruption Laws", "Solvency", "Positions", "Non-Disparagement", "Indemnity", "Enforceability", "Miscellaneous", "Records", "Qualifications", "Notices", "Duties", "Use Of Proceeds", "Waivers", "Transactions With Affiliates", "Headings", "Construction", "No Waivers", "Enforcements", "Vesting", "Authority", "Insurances", "Applicable Laws", "Forfeitures", "Tax Withholdings", "Assignments"], "gold": ["Assignments"]}
+{"input": "Notwithstanding any other provision herein, the Borrower agrees that this Agreement, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a \u201c Communication \u201d) may, at the Bank\u2019s option, be in the form of an electronic record. Any Communication may, at the Bank\u2019s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.", "references": ["Approvals", "Payments", "Vesting", "Sanctions", "Existence", "Withholdings", "Powers", "Insurances", "Costs", "Closings", "Expenses", "Publicity", "Books", "Authority", "Defined Terms", "Remedies", "Change In Control", "Arbitration", "Benefits", "Organizations", "Death", "Waivers", "Solvency", "Positions", "Vacations", "Consent To Jurisdiction", "Brokers", "No Waivers", "Applicable Laws", "Tax Withholdings", "Records"], "gold": ["Records"]}
+{"input": "The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the laws of the State of New York, without regard to any principles of conflicts of laws or other rule of law that would result in the application of the law of any jurisdiction other than the State of New York.", "references": ["Counterparts", "Disability", "Agreements", "Integration", "Withholdings", "Books", "Duties", "Waivers", "Capitalization", "Notices", "Sanctions", "Applicable Laws", "Indemnity", "Litigations", "Interpretations", "Liens", "Death", "Effectiveness", "Warranties", "Intellectual Property", "Vesting", "Assigns", "Powers", "Non-Disparagement", "Employment", "Representations", "Enforcements", "Jurisdictions", "Authority", "Terms", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The validity, interpretation and enforcement of this Amendment No. 6 and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.", "references": ["Liens", "Successors", "Counterparts", "Solvency", "Benefits", "Interpretations", "Notices", "Forfeitures", "Cooperation", "Closings", "Representations", "Disclosures", "Effectiveness", "Authority", "Miscellaneous", "Financial Statements", "Disability", "Publicity", "Authorizations", "Releases", "Assignments", "Enforcements", "Vacations", "Capitalization", "Insurances", "Employment", "Jurisdictions", "Subsidiaries", "Remedies", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective successors and assigns.\u00a0 This Agreement may be signed in counterparts, each of which shall be an original and both of which taken together shall constitute one agreement.\u00a0 Delivery of an executed counterpart by facsimile, portable document format (.pdf), or other electronic means will be deemed to be delivery of an original in all cases. All capitalized terms used but not defined herein shall have the meanings given to them in the Prime Lease.", "references": ["Base Salary", "Specific Performance", "Adjustments", "Tax Withholdings", "Entire Agreements", "No Defaults", "Transactions With Affiliates", "Records", "Venues", "Defined Terms", "Warranties", "Benefits", "Disability", "Closings", "Further Assurances", "Participations", "Organizations", "Authorizations", "Integration", "Disclosures", "Assignments", "Brokers", "Positions", "Enforcements", "Vacations", "Qualifications", "Consent To Jurisdiction", "Withholdings", "Effectiveness", "Terminations", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party (other than under its prior arrangements with the Buyer), or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC marketplace (the \u201cOTC MARKETPLACE\u201d) and does not reasonably anticipate that the Common Stock will be delisted by the OTC MARKETPLACE in the foreseeable future, nor are the Company\u2019s securities \u201cchilled\u201d by DTC. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.", "references": ["Terms", "Use Of Proceeds", "Arbitration", "Defined Terms", "Interpretations", "Indemnifications", "Financial Statements", "Adjustments", "Publicity", "Jurisdictions", "Payments", "Expenses", "Base Salary", "Change In Control", "Severability", "Venues", "Solvency", "Successors", "Death", "Compliance With Laws", "Positions", "Applicable Laws", "Forfeitures", "Existence", "Disclosures", "Specific Performance", "Consent To Jurisdiction", "Modifications", "Agreements", "Warranties", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "If and to the extent appointed by the Investment Committee, the Asset Allocation Fiduciary shall have the authority and responsib ilities for the determination of the allocation of investments within any Target Fund or portfolio, which shall be made from other investment alternatives selected by the Investment Committee, except to the extent delegated to other persons or otherwise pr ovided for herein.\u00a0\u00a0With respect to said authority and responsibility, the Asset Allocation Fiduciary shall be a \"Named Fiduciary\" and, as such, shall have no authority and responsibility other than as granted in the Plan or as imposed by law.\u00a0\u00a0If the Inve stment Committee does not appoint an Asset Allocation Fiduciary, the Investment Committee shall have the authority and responsibilities set forth in this section.", "references": ["Litigations", "Warranties", "Powers", "Benefits", "Death", "Construction", "Sanctions", "Transactions With Affiliates", "Waivers", "Effectiveness", "Compliance With Laws", "Costs", "Approvals", "Releases", "Disclosures", "Headings", "Organizations", "Indemnifications", "Change In Control", "Counterparts", "Arbitration", "Payments", "No Defaults", "Intellectual Property", "Consent To Jurisdiction", "Governing Laws", "Venues", "Qualifications", "Severability", "Non-Disparagement", "Authority"], "gold": ["Authority"]}
+{"input": "Except as set forth on Schedule 4.22 , no employee, officer, director, stockholder, Affiliate of the Seller, direct or indirect equityholder of the Seller or any individual in such officer\u2019s, director\u2019s or stockholder\u2019s or Affiliate\u2019s immediate family (collectively, the \u201c Seller Affiliates \u201d) is a party to any material Contract, commitment or transaction with the Seller or has any interest in any Contract or property used by the Seller (collectively, the \u201c Related Party Agreements \u201d). To the Seller\u2019s Knowledge, except as set forth on Schedule 4.22 , neither the Seller nor any of its Affiliates, employees, officers or directors possesses, directly or indirectly, any financial interest in, or is an employee, officer or director of, any Person that is a material client, supplier, customer, lessor, lessee, or competitor of the Seller. All intercompany balances, notes receivable and notes payable (the \u201c Affiliate Loans \u201d) of the Seller by or to any of Seller Affiliates shall not result in any liability to Purchaser and shall not be Assumed Liabilities hereunder. Schedule 4.22 sets forth a correct and complete list of all Affiliate Loans and the outstanding balance and applicable interest payments under each Affiliate Loan as of the date of this Agreement.", "references": ["General", "Titles", "Disclosures", "Warranties", "Severability", "No Defaults", "Effectiveness", "Authorizations", "Compliance With Laws", "Organizations", "Non-Disparagement", "Specific Performance", "Benefits", "Insurances", "Interpretations", "Entire Agreements", "Waiver Of Jury Trials", "Notices", "Sales", "Solvency", "Agreements", "Jurisdictions", "Disability", "Costs", "Confidentiality", "Vesting", "Vacations", "Indemnifications", "No Waivers", "Remedies", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.\u00a0\u00a0A set of the copies of this Agreement signed by all the parties hereto shall be retained by the Borrower and the Administrative Agent.\u00a0\u00a0Delivery of an executed counterpart of a signature page of this Agreement by e-mail or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Withholdings", "No Defaults", "Indemnifications", "Assigns", "Survival", "Waivers", "Disability", "Applicable Laws", "No Conflicts", "Participations", "Entire Agreements", "Benefits", "Litigations", "Assignments", "Fees", "Solvency", "Enforceability", "Base Salary", "Powers", "Erisa", "Intellectual Property", "Liens", "Terms", "Closings", "Specific Performance", "Vacations", "Existence", "Arbitration", "Adjustments", "Subsidiaries", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, successors and permitted assigns.", "references": ["Further Assurances", "Waivers", "Intellectual Property", "Construction", "Arbitration", "Fees", "Venues", "Vesting", "Effectiveness", "Organizations", "Notices", "Anti-Corruption Laws", "Interpretations", "Powers", "Tax Withholdings", "Forfeitures", "Employment", "Survival", "Definitions", "Subsidiaries", "Miscellaneous", "No Waivers", "Disclosures", "Existence", "Consents", "Representations", "Submission To Jurisdiction", "Approvals", "Governing Laws", "Defined Terms", "Successors"], "gold": ["Successors"]}
+{"input": "You will continue accrue paid time off ( PTO ) in accordance with the Company\u2019s policies applicable to executive officers. You will continue to be eligible to participate in benefit plans established by the Company for its employees from time to time. Upon your termination of employment with the Company for any reason, you will be paid your salary through your date of termination and for the value of all unused paid time off earned through that date.", "references": ["Forfeitures", "General", "Submission To Jurisdiction", "Withholdings", "Definitions", "Sales", "Enforceability", "Severability", "Erisa", "Payments", "Headings", "Financial Statements", "Indemnity", "Enforcements", "Construction", "Waiver Of Jury Trials", "Organizations", "Base Salary", "Positions", "Applicable Laws", "Jurisdictions", "Publicity", "Representations", "Successors", "Disability", "Effective Dates", "Entire Agreements", "Approvals", "Costs", "Participations", "Benefits"], "gold": ["Benefits"]}
+{"input": "Except as provided above for alleged violations of Sections 7 , 8 and 9 of this Agreement, for which immediate equitable relief in an appropriate court of law specified in Section 16 may be sought, and except for claims for benefits under any Company benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, which shall be made and resolved in the manner specified in the claims procedures applicable to the plan at issue, any and all disputes and controversies arising under or in connection with this Agreement shall be settled by arbitration conducted before one arbitrator sitting in the State of Nevada, applying federal and/or Nevada law, or at such other location agreed by the parties hereto, in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effect. The parties shall be entitled to take the following discovery in such proceedings: a total of 20 interrogatories, document requests, or requests for admission; and up to two seven-hour depositions per party, with such discovery to be conducted in accordance with the Federal Rules of Civil Procedure. Upon motion, the arbitrator has the authority to permit additional discovery (and to place limits upon such additional discovery) upon a showing of compelling need by a party. Each party shall be entitled to present the testimony of one or more expert witnesses in such arbitration. The parties may submit post-hearing briefs within 21 days of the close of the arbitration hearing, and the determination of the arbitrator shall be made within 30 days following the receipt of the parties\u2019 post-hearing briefs. The decision of the arbitrator shall be final and binding on the parties. A final judgment may be entered in any court having proper jurisdiction based on the award of the arbitrator. Company shall pay all reasonable fees of professionals and experts and other costs and fees incurred by Executive in connection with any arbitration relating to the interpretation or enforcement of any provision of this Agreement if Executive prevails on any material substantive issue in such proceeding; otherwise, each party shall be responsible for its own such fees and costs, except that the Company shall be responsible for the costs of the arbitration (AAA fees, arbitrator fees, arbitrator expenses, room costs, etc.).", "references": ["Disability", "Interpretations", "Payments", "Further Assurances", "Intellectual Property", "Vesting", "Releases", "Defined Terms", "Terminations", "Benefits", "Specific Performance", "Titles", "No Waivers", "Anti-Corruption Laws", "Waivers", "Organizations", "Enforcements", "Approvals", "Subsidiaries", "Litigations", "Sanctions", "Brokers", "Change In Control", "Warranties", "Survival", "Positions", "Confidentiality", "Headings", "Venues", "Withholdings", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "(a)\u00a0It is the intent of the Parties that each Party will be responsible for its own acts, errors and omissions and that each Party is liable to the other Party for any actual direct damages incurred by the non-breaching Party as a result of the breaching Party\u2019s failure to perform its obligations in the manner required by this Agreement. Notwithstanding the foregoing, no Party will be liable hereunder for, and each Party hereby expressly waives any and all rights with respect to, exemplary, punitive, special, incidental, lost profits, consequential or speculative damages, except to the extent paid in connection with a claim by a third party. Subject to \u00a0Section 2.4(c) , in no event shall Service Provider\u2019s liability in the aggregate for any and all damages and losses hereunder exceed the total amount billed to the Company or payable by the Company to Service Provider under this Agreement, it being understood that this limitation shall not apply to breaches of the confidentiality provisions set forth in Section \u00a05.2 or in the case of fraud or willful misconduct of Service Provider.", "references": ["Approvals", "Solvency", "Compliance With Laws", "Authorizations", "Counterparts", "Vacations", "Enforcements", "Assigns", "Agreements", "Defined Terms", "Forfeitures", "Governing Laws", "Insurances", "Warranties", "Amendments", "Organizations", "Employment", "Use Of Proceeds", "Successors", "Terms", "Records", "Anti-Corruption Laws", "Remedies", "Publicity", "Integration", "Financial Statements", "Survival", "No Conflicts", "Litigations", "Change In Control", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Executive and the Company agree not to disclose any information regarding the existence or substance of this Agreement, except to Executive\u2019s spouse, tax advisor, and an attorney with whom Executive chooses to consult regarding Executive\u2019s consideration of this Agreement or as permitted or required by applicable law.", "references": ["Construction", "Assignments", "Disclosures", "Successors", "Subsidiaries", "Closings", "Books", "Survival", "Authority", "Indemnity", "Entire Agreements", "Employment", "Effectiveness", "Insurances", "Existence", "Remedies", "Waivers", "Intellectual Property", "Death", "Effective Dates", "Counterparts", "Binding Effects", "No Defaults", "Positions", "Records", "Agreements", "General", "Terminations", "Warranties", "Governing Laws", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement, the Warrant, the Credit Agreement and the Modification Agreement constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.", "references": ["Construction", "Representations", "Non-Disparagement", "Insurances", "Applicable Laws", "Employment", "Erisa", "Benefits", "Definitions", "Arbitration", "Organizations", "Forfeitures", "Consents", "Integration", "Taxes", "No Conflicts", "Indemnity", "Consent To Jurisdiction", "Capitalization", "Assigns", "Indemnifications", "Records", "Expenses", "Warranties", "Headings", "Use Of Proceeds", "Transactions With Affiliates", "Modifications", "Fees", "Costs", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided , \u00a0 however , that notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Restricted Shares covered by this Agreement if the issuance thereof would result in violation of any such law.", "references": ["Sanctions", "Closings", "Counterparts", "Payments", "Transactions With Affiliates", "Existence", "Non-Disparagement", "Indemnifications", "Intellectual Property", "Subsidiaries", "Erisa", "Effective Dates", "Confidentiality", "No Defaults", "Further Assurances", "Disability", "Anti-Corruption Laws", "Consents", "Venues", "Specific Performance", "Capitalization", "Headings", "Releases", "Titles", "Duties", "Powers", "Successors", "Terminations", "Waiver Of Jury Trials", "Defined Terms", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "As of the date of this Agreement, the authorized capital stock of NVPL is 1,000,001 consisting of One Million and One (1,000,001) shares of NVPL Ordinary Stock at $0.20 per share. NVPL has issued and outstanding One Million and One (1,000,001) shares of NVPL Ordinary Stock. The issued and outstanding shares of NVPL Ordinary Stock constitute one hundred percent (100%) of the issued and outstanding capital stock of NVPL. All of the outstanding shares of NVPL Ordinary Stock have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable. There are no dividends which have accrued or been declared but are unpaid on the capital stock of NVPL.", "references": ["Fees", "Subsidiaries", "Positions", "Consent To Jurisdiction", "Applicable Laws", "Transactions With Affiliates", "Base Salary", "No Conflicts", "Amendments", "Counterparts", "Modifications", "Approvals", "Powers", "Employment", "Governing Laws", "Insurances", "Remedies", "Brokers", "Titles", "Cooperation", "Waiver Of Jury Trials", "Qualifications", "Representations", "Tax Withholdings", "Waivers", "Publicity", "Vacations", "Enforcements", "Expenses", "Integration", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties hereto to be the final expression of their agreement with respect to the employment of Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation, any prior offer letters, or any term sheets). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative or other legal proceeding to vary the terms of this Agreement. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by each of the parties hereto.", "references": ["Capitalization", "Indemnity", "Specific Performance", "Erisa", "Sanctions", "Governing Laws", "Interpretations", "Effectiveness", "Fees", "Non-Disparagement", "Powers", "Costs", "Binding Effects", "Severability", "Miscellaneous", "Qualifications", "Remedies", "Closings", "No Defaults", "Transactions With Affiliates", "Titles", "Records", "Definitions", "Enforcements", "Change In Control", "Benefits", "Successors", "Participations", "Consent To Jurisdiction", "Publicity", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.", "references": ["Solvency", "Jurisdictions", "Severability", "Defined Terms", "Interests", "Expenses", "Qualifications", "Assigns", "Intellectual Property", "Confidentiality", "Terms", "Capitalization", "Powers", "Fees", "Indemnifications", "Compliance With Laws", "Books", "Authorizations", "Withholdings", "No Conflicts", "Submission To Jurisdiction", "Death", "Non-Disparagement", "Waivers", "Approvals", "Integration", "Waiver Of Jury Trials", "Titles", "Participations", "Venues", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock shall be adjusted or terminated in any manner as contemplated by Section 11 of the Plan.", "references": ["Capitalization", "No Conflicts", "Costs", "Vacations", "Death", "Remedies", "Sanctions", "Interests", "Further Assurances", "Specific Performance", "Subsidiaries", "Disability", "General", "Indemnity", "Payments", "Taxes", "Integration", "Binding Effects", "Transactions With Affiliates", "Modifications", "Definitions", "Duties", "Applicable Laws", "Survival", "Governing Laws", "Interpretations", "Arbitration", "Jurisdictions", "Enforceability", "Enforcements", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "F5 Networks provides comprehensive medical, dental, vision, and prescription benefits. The employee\u2019s share of the premium varies based on the plan selected and enrolled dependents. Eligibility for the health plan begins on the employee\u2019s start date subject to completing enrollment. A 401(k) plan and Company match is also provided, you may enroll in the 401(k) plan anytime on or after your start date. Enclosed is a brief description of these plans in addition to other benefits F5 Networks offers its employees. F5 Networks reserves the right to change or terminate these benefits at any time.", "references": ["No Waivers", "Closings", "Modifications", "Cooperation", "Definitions", "Payments", "Enforceability", "Consent To Jurisdiction", "Records", "Effectiveness", "Financial Statements", "Agreements", "Participations", "Transactions With Affiliates", "Books", "Vesting", "Organizations", "Terminations", "Representations", "Authorizations", "General", "Warranties", "Indemnifications", "Waiver Of Jury Trials", "Sanctions", "Tax Withholdings", "Miscellaneous", "Use Of Proceeds", "Governing Laws", "Capitalization", "Benefits"], "gold": ["Benefits"]}
+{"input": "Cessation of active employment due to commencement of long-term disability under the Employer\u2019s long-term disability plan shall not be deemed to constitute a termination of employment for purposes of this Section 3, and, during the continuance of such Employer-sponsored long-term disability plan benefits, the Employee shall be deemed to continue active employment with the Employer. If the Employee is terminated because the Employee has received the maximum coverage under an Employer-provided long-term disability plan, such date will be treated as a termination of employment for purpose of this Agreement. Options will vest on a pro-rata basis based on the Employee\u2019s actual months of service with the Employer, including such deemed active employment, in the same manner as set forth at Paragraph 3(b). Non-vested Options will expire on the date of termination of employment. Vested Options will expire on the earlier of the Expiration Date or the date that is three months after the date of termination of employment.", "references": ["Powers", "Jurisdictions", "General", "Amendments", "Authority", "Construction", "Enforcements", "Entire Agreements", "Consent To Jurisdiction", "Insurances", "Headings", "Survival", "Transactions With Affiliates", "Solvency", "Subsidiaries", "Compliance With Laws", "Severability", "Cooperation", "Financial Statements", "Publicity", "Waivers", "No Waivers", "Books", "Payments", "Approvals", "Submission To Jurisdiction", "Closings", "Costs", "Successors", "Releases", "Disability"], "gold": ["Disability"]}
+{"input": "This Agreement shall terminate upon the indefeasible Payment in Full of the Senior Debt.", "references": ["Severability", "Indemnifications", "Costs", "Modifications", "Expenses", "Arbitration", "Insurances", "Approvals", "Venues", "Confidentiality", "Entire Agreements", "Change In Control", "Payments", "Closings", "Financial Statements", "Releases", "Representations", "Assigns", "Counterparts", "Benefits", "Employment", "Transactions With Affiliates", "Notices", "Binding Effects", "Enforcements", "Governing Laws", "Qualifications", "Intellectual Property", "Use Of Proceeds", "Records", "Terminations"], "gold": ["Terminations"]}
+{"input": "If any restriction set forth in herein is found by any court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render the modified restriction valid, legal and enforceable. The parties intend that the non-competition and non-solicitation provisions contained in this Agreement shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective.", "references": ["Duties", "Positions", "Vesting", "Successors", "Definitions", "Agreements", "Indemnity", "Headings", "Non-Disparagement", "Intellectual Property", "Binding Effects", "Use Of Proceeds", "Authorizations", "Subsidiaries", "Applicable Laws", "Indemnifications", "Powers", "Enforcements", "Further Assurances", "Employment", "Records", "Construction", "Solvency", "No Waivers", "Authority", "Confidentiality", "No Conflicts", "Publicity", "Organizations", "Interests", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Notices hereunder shall be in writing and if to the Company shall be addressed to the Secretary of the Company at 7950 Jones Branch Drive, McLean, Virginia 22107, and if to the Director shall be addressed to the Director at his or her address as it appears on the Company's records.", "references": ["Integration", "Insurances", "Interests", "Cooperation", "Death", "Sanctions", "Enforcements", "Brokers", "Indemnifications", "Defined Terms", "Duties", "Expenses", "Agreements", "Existence", "No Waivers", "General", "Authorizations", "Capitalization", "Consents", "Venues", "Records", "Transactions With Affiliates", "Warranties", "Submission To Jurisdiction", "Jurisdictions", "Forfeitures", "Change In Control", "Authority", "Consent To Jurisdiction", "Base Salary", "Notices"], "gold": ["Notices"]}
+{"input": "Any amendment or modification to this Agreement shall be effective if and only if such amendment is evidenced by a written instrument duly executed and delivered by HC2 and such other Member or Members, if any, as required pursuant to Section 4.1, and shall be effective from and after such execution and delivery.", "references": ["Sanctions", "Definitions", "Jurisdictions", "Venues", "Insurances", "Enforcements", "Compliance With Laws", "Miscellaneous", "Organizations", "Counterparts", "Payments", "General", "Adjustments", "Indemnifications", "Sales", "Waiver Of Jury Trials", "Specific Performance", "Vesting", "Defined Terms", "Consent To Jurisdiction", "Subsidiaries", "Survival", "Fees", "Employment", "Capitalization", "Books", "Records", "Forfeitures", "Assignments", "Arbitration", "Amendments"], "gold": ["Amendments"]}
+{"input": "Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or such Restricted Subsidiary as would be obtainable by the Company or such Restricted Subsidiary at the time in a comparable arm\u2019s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i)\u00a0transactions between or among the Loan Parties, (ii)\u00a0Investments and Restricted Payments permitted hereby, (iii)\u00a0customary fees paid to directors, and customary indemnities provided to directors, (iv)\u00a0any payments pursuant to any of the Company\u2019s employee benefit plans, (v)\u00a0the rights, privileges and preferences granted to the holders of any class of Preferred Stock of the Company arising under any related certificate of designation, investor rights agreement or regulatory side letter, each in form and substance reasonably satisfactory to the Required Lenders, (vi)\u00a0so long as the Company is subject to the filing requirements of the SEC, any transaction that is otherwise permitted by any Company policy regarding such transactions to the extent such policy was approved by the Company\u2019s board of directors, and (vii)\u00a0any payments or other transaction pursuant to any tax sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes.", "references": ["Definitions", "No Defaults", "Modifications", "Disability", "Existence", "Submission To Jurisdiction", "Interpretations", "Waiver Of Jury Trials", "Base Salary", "Survival", "Organizations", "Releases", "No Waivers", "Positions", "Non-Disparagement", "Further Assurances", "Effective Dates", "Use Of Proceeds", "Adjustments", "Subsidiaries", "Tax Withholdings", "Arbitration", "Vesting", "Payments", "Anti-Corruption Laws", "Authority", "Defined Terms", "Venues", "Qualifications", "No Conflicts", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "In addition to amounts payable as provided in Section \u00a012.15 , the Borrowers, jointly and severally, hereby agree to protect, indemnify, pay and save harmless the Administrative Agent and the L/C Issuer from and against any and all claims, demands, liabilities, damages, taxes, (except for the imposition of, or any change in the rate of, any taxes imposed on the net income of any Agent, any Lender or the L/C Issuer by the jurisdiction in which such Person is organized or has its principal lending office), penalties, interest, judgments, losses, costs, charges and expenses (including reasonable and documented out-of-pocket fees, expenses and disbursements of outside counsel and allocated costs of internal counsel) which the Administrative Agent or any of the Administrative Agent\u2019s Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A)\u00a0the gross negligence, bad faith or willful misconduct of the Administrative Agent or the L/C Issuer or any of their respective Affiliates (as determined by a court of competent jurisdiction in a final nonappealable judgment), or (B)\u00a0the wrongful dishonor by the Administrative Agent, the L/C Issuer, or any of their respective Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called \u201c Governmental Acts \u201d).", "references": ["Cooperation", "Assignments", "Costs", "Agreements", "Specific Performance", "Anti-Corruption Laws", "Authorizations", "Definitions", "Counterparts", "Terminations", "Adjustments", "Taxes", "Base Salary", "Venues", "Change In Control", "Applicable Laws", "Authority", "Insurances", "Enforceability", "Employment", "Subsidiaries", "Defined Terms", "Participations", "Further Assurances", "Solvency", "Sales", "Consent To Jurisdiction", "Vacations", "Death", "Litigations", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Agreement may be executed by the parties hereto in separate counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.", "references": ["Assignments", "Enforceability", "Employment", "Agreements", "Waiver Of Jury Trials", "Intellectual Property", "Withholdings", "Indemnifications", "Indemnity", "Records", "Specific Performance", "No Waivers", "Taxes", "Participations", "Costs", "Waivers", "No Defaults", "Organizations", "Effective Dates", "Expenses", "Enforcements", "Approvals", "Confidentiality", "Adjustments", "Consent To Jurisdiction", "Entire Agreements", "Subsidiaries", "Closings", "Severability", "Arbitration", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The proceeds of the Notes shall be used (i)\u00a0finance a portion of the purchase price of the Whitehorse Asset Acquisition, (ii) \u00a0to provide funds for working capital, (iii) \u00a0to finance capital expenditures, (iv) \u00a0for the acquisition and development by the Issuer and its Subsidiaries of Oil and Gas Properties permitted hereunder and (v) \u00a0for general corporate purposes of the Issuer and its Subsidiaries. No Note Party is engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation \u00a0T, U or X of the Board). No part of the proceeds of any Note will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.", "references": ["Duties", "Taxes", "Positions", "Severability", "Records", "Miscellaneous", "Binding Effects", "Existence", "Approvals", "Vesting", "Withholdings", "Applicable Laws", "Organizations", "Further Assurances", "Agreements", "Litigations", "Effectiveness", "Consent To Jurisdiction", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Financial Statements", "Releases", "Interests", "Consents", "Interpretations", "Liens", "Jurisdictions", "Subsidiaries", "Tax Withholdings", "No Waivers", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The rights and remedies of the parties hereto shall be cumulative (and not alternative). The Seller agrees that: (a) in the event of any Breach or threatened Breach by the Seller of any covenant, obligation or other provision set forth in this Agreement, the Purchaser shall be entitled (in addition to any other remedy that may be available to it) to (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (ii) an injunction restraining such Breach or threatened Breach; and (b) neither the Purchaser nor any other Indemnitee shall be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Proceeding.", "references": ["Intellectual Property", "Remedies", "No Waivers", "General", "Adjustments", "No Defaults", "Venues", "Consent To Jurisdiction", "Governing Laws", "Qualifications", "Brokers", "Sanctions", "Indemnifications", "Base Salary", "Terms", "Waiver Of Jury Trials", "Financial Statements", "Indemnity", "Liens", "Authorizations", "Applicable Laws", "Payments", "Successors", "Benefits", "Participations", "Insurances", "Warranties", "Survival", "Positions", "Non-Disparagement", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.\u00a0\u00a0In case any provision in or obligation under this Agreement or any other Program Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.", "references": ["Modifications", "Insurances", "Integration", "Specific Performance", "Effectiveness", "Anti-Corruption Laws", "Terminations", "Arbitration", "Enforcements", "Powers", "Litigations", "Further Assurances", "Agreements", "Governing Laws", "Successors", "Counterparts", "Subsidiaries", "Vacations", "Jurisdictions", "Sales", "Confidentiality", "Transactions With Affiliates", "Payments", "Binding Effects", "Effective Dates", "Releases", "Interests", "Remedies", "Consent To Jurisdiction", "Warranties", "Severability"], "gold": ["Severability"]}
+{"input": "The Company shall pay the Consultant the rate for the Services provided hereunder (the \"Compensation \") .", "references": ["Taxes", "Amendments", "Employment", "Liens", "Further Assurances", "Arbitration", "Positions", "No Defaults", "Warranties", "Tax Withholdings", "Severability", "Financial Statements", "Adjustments", "Authority", "Headings", "Base Salary", "Subsidiaries", "Disability", "Erisa", "Closings", "Terminations", "Applicable Laws", "Jurisdictions", "Death", "Use Of Proceeds", "Brokers", "Transactions With Affiliates", "Successors", "Assignments", "Non-Disparagement", "Expenses"], "gold": ["Expenses"]}
+{"input": "All of the Borrower\u2019s obligations under this Article 3 shall survive termination of the Aggregate Commitments, repayment of all Obligations hereunder, and resignation of the Administrative Agent.", "references": ["Change In Control", "Arbitration", "Miscellaneous", "Taxes", "Counterparts", "Tax Withholdings", "Withholdings", "Authority", "Transactions With Affiliates", "Severability", "Duties", "Death", "Forfeitures", "Governing Laws", "Books", "Organizations", "Entire Agreements", "Titles", "Waiver Of Jury Trials", "Terms", "Records", "Vesting", "Amendments", "Litigations", "Employment", "General", "Jurisdictions", "Closings", "Financial Statements", "Modifications", "Survival"], "gold": ["Survival"]}
+{"input": "Except as set forth in this Agreement, nothing contained herein shall prohibit or in any way limit any Agent or any Claimholder from objecting in any Insolvency Proceeding involving a Grantor to any action taken by the other Agent or any other Claimholders, including the seeking by the other Agent or any other Claimholder of adequate protection or the assertion by the other Agent or any other Claimholders of any of its rights and remedies under the ABL Loan Documents or , the Notes Documents or the Other Pari Passu Lien Obligations Agreement , as applicable.", "references": ["Specific Performance", "Costs", "Litigations", "Approvals", "Existence", "Adjustments", "Jurisdictions", "Miscellaneous", "Headings", "Consent To Jurisdiction", "Death", "Capitalization", "Change In Control", "Arbitration", "Definitions", "Withholdings", "Effective Dates", "Use Of Proceeds", "Records", "Insurances", "Sales", "Defined Terms", "Non-Disparagement", "Powers", "Vacations", "General", "Agreements", "Further Assurances", "Liens", "Positions", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., Eastern time, on any Business Day during the Exercise Period (the \u201c Exercise Date \u201d) to the Warrant Agent at its offices designated for such purpose (i)\u00a0the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the \u201c Book-Entry Warrants \u201d) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (ii)\u00a0an election to purchase the Warrant Shares underlying the Warrants to be exercised (the \u201c Election to Purchase \u201d and together with the Warrant Certificates and the Book-Entry Warrants, the \u201c Warrant Exercise Documents \u201d), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book- Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository\u2019s procedures. Within one Trading Day after the Exercise Date, such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check, or wire transfer, in immediately available funds unless such holder has elected to make a cashless exercise pursuant to Section\u00a03.3.8. The term \u201c Warrant Price \u201d as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised.", "references": ["Costs", "Waivers", "Disclosures", "Governing Laws", "Effective Dates", "Change In Control", "Indemnity", "Notices", "Specific Performance", "Consent To Jurisdiction", "Employment", "Agreements", "Miscellaneous", "Authorizations", "Disability", "Releases", "Amendments", "Organizations", "No Defaults", "Indemnifications", "Publicity", "Use Of Proceeds", "Interpretations", "Waiver Of Jury Trials", "Books", "Liens", "Modifications", "Applicable Laws", "Effectiveness", "Benefits", "Payments"], "gold": ["Payments"]}
+{"input": "The Award (as provided on the cover page) is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan (the \u201cPlan\u201d). Unless otherwise defined herein, all capitalized terms in this Performance Shares Total Shareholder Return Stock Incentive Award Agreement (the \u201cAward Agreement\u201d) shall have the meaning stated in the Plan. Please see the Plan document for more information on these terms and conditions. A copy of the Plan is available upon request.", "references": ["Existence", "Releases", "Participations", "Interests", "Adjustments", "Counterparts", "Successors", "Use Of Proceeds", "Binding Effects", "Headings", "Solvency", "Fees", "Disability", "Duties", "Closings", "Erisa", "Expenses", "Waiver Of Jury Trials", "Integration", "Enforcements", "Warranties", "Defined Terms", "Assignments", "Venues", "Authority", "Definitions", "Qualifications", "Vacations", "Amendments", "Organizations", "Terms"], "gold": ["Terms"]}
+{"input": "No Credit Party nor any of its Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder.", "references": ["Applicable Laws", "Interests", "Confidentiality", "Intellectual Property", "Binding Effects", "Adjustments", "Miscellaneous", "Sanctions", "Capitalization", "Base Salary", "Remedies", "No Defaults", "Use Of Proceeds", "Withholdings", "Powers", "No Waivers", "Records", "Forfeitures", "Disclosures", "Litigations", "Governing Laws", "Transactions With Affiliates", "Indemnity", "General", "No Conflicts", "Interpretations", "Waiver Of Jury Trials", "Consents", "Vacations", "Benefits", "Brokers"], "gold": ["Brokers"]}
+{"input": "The Board may, from time to time, alter, amend, suspend or terminate the Plan as it may deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the Board may not, without the approval of the Company\u2019s stockholders, amend the Plan to (i) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 11.2), (ii) expand the types of awards available under the Plan, (iii)\u00a0change the class of persons eligible to receive grants of Incentive Stock Options or materially expand the class of persons eligible to participate in the Plan, (iv) increase the maximum number of Shares that may be issued pursuant to Incentive Stock Options, (v) amend Section 5.3 or Section 6.2(f) to eliminate the requirements relating to minimum exercise price, minimum grant price and stockholder approval, (vi) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a Stock Appreciation Right specified by Section 6.2(d), or (vii) increase the limits specified in Section 3.3 (except for adjustments pursuant to Section\u00a011.2).\u00a0 Except pursuant to Section 11.2, the Board may not, without the approval of the Company\u2019s stockholders, cancel an Option or Stock Appreciation Right in exchange for cash when the exercise or grant price per share exceeds the Fair Market Value of one Share or take any action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock Appreciation Right for cash or another Award.\u00a0 The Plan may be amended without shareholder approval to provide for Awards that do not receive favorable tax treatment under Code Sections 162(m) as in effect immediately before enactment of Public Law 115-7 and applicable state tax law or 422 or otherwise. In addition, no amendments to, or termination of, the Plan will impair the rights of a Participant in any material respect under any Award previously granted without such Participant\u2019s consent.", "references": ["Indemnifications", "Warranties", "Headings", "Definitions", "Brokers", "Organizations", "Arbitration", "Costs", "Effectiveness", "Confidentiality", "Sanctions", "Terminations", "Entire Agreements", "Vesting", "Withholdings", "Interpretations", "Waivers", "Jurisdictions", "Modifications", "Erisa", "Participations", "Death", "Payments", "Survival", "Litigations", "Qualifications", "Taxes", "Assigns", "Enforcements", "Vacations", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Executive acknowledges that in the event of any breach of this Section 8, the business interests of the Company and the Company Affiliates will be irreparably injured, the full extent of the damages to the Company and the Company Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and the Company Affiliates, and the Company will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Company may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Company\u2019s right to enforce any other requirements or provisions of this Agreement. The Executive agree that each of the Executive\u2019s obligations specified in this Agreement are separate and independent covenants and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. The Executive further agrees that any breach of this Agreement by the Company prior to the Date of Termination shall not release the Executive from compliance with his obligations under this Section 8, as long as the Company fully complies with Section 7. The Company further agrees that any breach during the Employment Period of this Agreement by the Executive that does not result in the Executive being terminated for Cause shall not release the Company from compliance with its obligations under this Agreement. Notwithstanding the foregoing two sentences, neither the Company nor the Executive shall be precluded from pursuing judicial remedies as a result of any such breaches.", "references": ["Non-Disparagement", "Disability", "Remedies", "Assignments", "Miscellaneous", "Authorizations", "Publicity", "Specific Performance", "Construction", "Terminations", "Withholdings", "Waivers", "General", "Notices", "Costs", "Titles", "Vacations", "Representations", "Base Salary", "Further Assurances", "Defined Terms", "Releases", "Books", "Forfeitures", "Venues", "Expenses", "Positions", "No Defaults", "Agreements", "Approvals", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "The Investor and the Parent, in addition to being entitled to exercise all rights granted by law, shall be entitled to specific performance of their rights under this Agreement. The Parent and the Investor agree that monetary damages would not be adequate compensation for any loss incurred by reason of breach of the provisions of this Agreement and hereby agree to waive in any action for specific performance the defense that a remedy at law would be adequate or that there is need for a bond.", "references": ["Modifications", "Benefits", "Indemnity", "Counterparts", "Integration", "Vesting", "Consent To Jurisdiction", "Duties", "Titles", "Existence", "Governing Laws", "Severability", "Books", "Consents", "Warranties", "Binding Effects", "Non-Disparagement", "Publicity", "Approvals", "Brokers", "Survival", "Notices", "No Waivers", "Sales", "Employment", "Authority", "Arbitration", "Transactions With Affiliates", "Terms", "Amendments", "Remedies"], "gold": ["Remedies"]}
+{"input": "Each Credit Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto.\u00a0 The Administrative Agent shall not have any duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Administrative Agent.\u00a0 The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Borrower or any Affiliate thereof or any Credit Party except for any obligations expressly set forth herein.\u00a0 Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to any provision of any Transaction Document or Applicable Law.", "references": ["Use Of Proceeds", "Solvency", "Financial Statements", "Disclosures", "Indemnity", "Governing Laws", "Headings", "Entire Agreements", "Consents", "Vesting", "Survival", "Confidentiality", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Modifications", "Warranties", "Further Assurances", "Sanctions", "Insurances", "Intellectual Property", "Powers", "Organizations", "Cooperation", "Records", "Costs", "Enforcements", "Consent To Jurisdiction", "Capitalization", "Remedies", "Brokers", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Servicer will (i)\u00a0timely file all tax returns (federal, state and local) required to be filed by it and (ii)\u00a0pay, or cause to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP, except in each case to the extent that such failure to file or pay could not reasonably be expected to have a Material Adverse Effect.", "references": ["Costs", "Successors", "Expenses", "Effective Dates", "Cooperation", "Releases", "Authority", "No Conflicts", "Insurances", "Forfeitures", "Financial Statements", "Disclosures", "Solvency", "Survival", "Interests", "Assigns", "Records", "Organizations", "Interpretations", "Approvals", "Titles", "Consents", "Definitions", "Brokers", "Terminations", "General", "Erisa", "Waiver Of Jury Trials", "Withholdings", "Fees", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Company will not, nor will it permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a)\u00a0transactions that are at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b)\u00a0transactions solely between or among the Company and any Subsidiary not involving any other Affiliate, (c) any Indebtedness permitted under Section 6.01(b) , (c), (d) or, to the extent relating to the foregoing, (f), (d) any dividend or other distribution with respect to Equity Interests, (e) the payment of reasonable fees to directors of the Company or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Company or their Subsidiaries in the ordinary course of business, (f) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options, equity incentive and stock ownership plans approved by the Company\u2019s or Subsidiary\u2019s board of directors and the 2005 Elective Deferred Incentive Compensation Plan, (g) transactions with the BAC Joint Venture consisting of (x)\u00a0receivables securitizations entered into in the ordinary course of business and consistent with past practices and (y)\u00a0cash equity contributions by the Company and/or any Subsidiary to the BAC Joint Venture, (h) transactions arising in connection with any Permitted Foreign Securitization or any Permitted Floorplan Vehicle Transaction, and (i) sales of inventory permitted by Section 6.04(m) .", "references": ["Forfeitures", "Solvency", "Counterparts", "Sanctions", "Construction", "Subsidiaries", "Brokers", "Jurisdictions", "Liens", "Titles", "Anti-Corruption Laws", "Taxes", "Disability", "Sales", "Warranties", "Arbitration", "Approvals", "Effectiveness", "Adjustments", "Organizations", "Positions", "Representations", "Non-Disparagement", "Disclosures", "Remedies", "Applicable Laws", "No Conflicts", "Defined Terms", "Participations", "Confidentiality", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "No Default or Event of Default shall have occurred and be continuing or would result from any such Extension of Credit after giving effect thereto on the date of such Extension of Credit.", "references": ["Titles", "No Waivers", "Remedies", "Tax Withholdings", "Withholdings", "Releases", "Interests", "Adjustments", "Expenses", "Enforceability", "Consent To Jurisdiction", "Non-Disparagement", "General", "Financial Statements", "Effectiveness", "Cooperation", "Records", "Warranties", "Sanctions", "Arbitration", "Waiver Of Jury Trials", "Further Assurances", "Entire Agreements", "Duties", "Powers", "Venues", "Definitions", "Sales", "Amendments", "Approvals", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. \u00a0Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. \u00a0The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. \u00a0Each party shall provide notice to the other party of any change in address.", "references": ["Insurances", "Arbitration", "Sanctions", "Consents", "Titles", "Definitions", "Governing Laws", "Jurisdictions", "Further Assurances", "Participations", "Disability", "Vacations", "Enforcements", "Survival", "Waiver Of Jury Trials", "Vesting", "No Defaults", "Positions", "Records", "Qualifications", "Confidentiality", "Adjustments", "Erisa", "Disclosures", "Closings", "Successors", "Forfeitures", "Taxes", "Anti-Corruption Laws", "Binding Effects", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the law of the jurisdiction in which the Premises are located.", "references": ["Interests", "Vesting", "Amendments", "Solvency", "Forfeitures", "Waiver Of Jury Trials", "Existence", "Defined Terms", "Interpretations", "Counterparts", "Subsidiaries", "Indemnifications", "Disability", "Enforcements", "Organizations", "Fees", "Employment", "Binding Effects", "Benefits", "Costs", "Releases", "Remedies", "Records", "Construction", "Representations", "Severability", "Taxes", "Further Assurances", "Vacations", "Assigns", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Employee represents that Employee has returned to EA, and does not possess, any records, documents, specifications, or any confidential material or any equipment or other property of EA. Employee further represents that Employee has complied with and will continue to comply with the terms of any New Hire/Proprietary Information Agreement (\u201cProprietary Information Agreement\u201d), signed by Employee, and will preserve as confidential all confidential information pertaining to the business of EA and its customers, licensees and affiliates. Employee acknowledges and agrees that the Proprietary Information Agreement will continue in full force and effect following the termination of Employee\u2019s employment with EA to the extent allowed by law.", "references": ["Interpretations", "Brokers", "Subsidiaries", "Arbitration", "Positions", "Definitions", "Enforceability", "Tax Withholdings", "No Defaults", "Sanctions", "Integration", "Payments", "Intellectual Property", "Survival", "Specific Performance", "Severability", "Entire Agreements", "Modifications", "Effective Dates", "Warranties", "Headings", "Further Assurances", "Disclosures", "Counterparts", "Notices", "Expenses", "Erisa", "No Waivers", "Amendments", "Terms", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Lease and this Amendment and all exhibits which are attached hereto and hereby incorporated by reference, constitutes the entire agreement between Landlord and Tenant with respect to the subject matter hereof, and may not be amended or modified except in a writing signed by Landlord and Tenant.\u00a0\u00a0Tenant acknowledges that it has not been induced to enter into this Amendment by any agreements or representations which are not set forth in this Amendment.\u00a0\u00a0This Amendment shall not be effective until execution and delivery by both Landlord and Tenant. \u00a0This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.", "references": ["Headings", "Publicity", "Modifications", "Disability", "Applicable Laws", "Warranties", "Survival", "Consents", "Cooperation", "Amendments", "Anti-Corruption Laws", "Representations", "Existence", "Costs", "Capitalization", "Financial Statements", "Waivers", "Submission To Jurisdiction", "Expenses", "Brokers", "Compliance With Laws", "Miscellaneous", "Tax Withholdings", "Terminations", "Closings", "No Waivers", "Intellectual Property", "Powers", "Qualifications", "Duties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Plan is subject to modification, amendment or termination at any time at the discretion of Fuel Tech. Fuel Tech shall provide the Officer with written notice of any such modification, amendment or termination.", "references": ["Enforceability", "Severability", "Expenses", "Use Of Proceeds", "Duties", "Consents", "Participations", "Arbitration", "Erisa", "Binding Effects", "Remedies", "Jurisdictions", "Interpretations", "Assigns", "Survival", "Financial Statements", "Death", "Approvals", "Change In Control", "Qualifications", "Tax Withholdings", "Positions", "Submission To Jurisdiction", "Confidentiality", "Base Salary", "Publicity", "Capitalization", "Adjustments", "Taxes", "Counterparts", "Modifications"], "gold": ["Modifications"]}
+{"input": "Subject to the further provisions of this Agreement, the Restricted Stock Units will vest on the Vesting Date set forth on the Grant Schedule (the \"Vesting Date\") or if sooner, upon the occurrence of a Change in Control, provided in either case that the Participant remains in continuous service with the Company through that time.\u00a0 For avoidance of doubt, accelerated vesting upon a Change in Control will not change the time that shares are issued in settlement of the Restricted Stock Units (which time is stated in Section 9 below).", "references": ["No Waivers", "Survival", "Expenses", "Interpretations", "Change In Control", "Transactions With Affiliates", "Enforceability", "Employment", "Solvency", "Cooperation", "Entire Agreements", "Litigations", "Adjustments", "Governing Laws", "Forfeitures", "Indemnifications", "Indemnity", "Assigns", "Withholdings", "Financial Statements", "Submission To Jurisdiction", "Non-Disparagement", "Representations", "Disability", "Headings", "Specific Performance", "Payments", "Arbitration", "Tax Withholdings", "Duties", "Vesting"], "gold": ["Vesting"]}
+{"input": "If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not effect any other provisions of this Agreement , and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.", "references": ["No Conflicts", "Solvency", "Positions", "Expenses", "Titles", "Authority", "Interests", "Disability", "Survival", "Non-Disparagement", "Effectiveness", "Sales", "Warranties", "Organizations", "Death", "Adjustments", "Submission To Jurisdiction", "Payments", "Existence", "Indemnity", "Consents", "Liens", "Brokers", "Use Of Proceeds", "Intellectual Property", "Enforcements", "Financial Statements", "General", "Compliance With Laws", "Assignments", "Severability"], "gold": ["Severability"]}
+{"input": "Each party\u2019s obligations under this Section\u00a0 2.17 shall survive the resignation or replacement of an Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the payment, satisfaction, or discharge of the Loans and all other amounts payable hereunder.", "references": ["Consents", "Headings", "Releases", "Books", "Interests", "Publicity", "Tax Withholdings", "Defined Terms", "Miscellaneous", "Closings", "Authority", "Transactions With Affiliates", "Terms", "Anti-Corruption Laws", "Withholdings", "Enforceability", "Erisa", "Subsidiaries", "Warranties", "Costs", "Binding Effects", "Approvals", "Capitalization", "Authorizations", "Submission To Jurisdiction", "Vacations", "Disclosures", "Solvency", "Definitions", "Adjustments", "Survival"], "gold": ["Survival"]}
+{"input": "If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.", "references": ["Integration", "Assigns", "Expenses", "Waiver Of Jury Trials", "Base Salary", "Financial Statements", "Compliance With Laws", "Cooperation", "Anti-Corruption Laws", "Sales", "Enforceability", "Books", "Authorizations", "Publicity", "Powers", "Specific Performance", "Use Of Proceeds", "Disclosures", "Arbitration", "Interpretations", "Erisa", "Successors", "Withholdings", "Disability", "Effective Dates", "Applicable Laws", "Notices", "Defined Terms", "Enforcements", "Representations", "Severability"], "gold": ["Severability"]}
+{"input": "It is the desire and intent of the parties hereto that the provisions of Section\u00a07 of this Agreement be construed independently of one another to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Each restriction contained in this Section\u00a07 is intended to be severable, and the unenforceability of any such provision shall not affect the enforceability of any other provision of Section\u00a07. The Company shall be entitled to all rights and remedies as set forth in this Section\u00a07 until the expiration of the covenants contained herein in accordance with their terms. The parties agree and acknowledge that damages will be difficult, if not impossible, to calculate in the event of a breach, or threatened breach, of any of the provisions of this Section\u00a07 and, in any event, damages will be an insufficient remedy in the event of such breach. Accordingly, the parties agree that the Company shall, in addition to all other remedies, be entitled to injunctive relief in the event of any breach of the provisions of this Section\u00a07.", "references": ["Change In Control", "Brokers", "Subsidiaries", "Anti-Corruption Laws", "Arbitration", "Survival", "Books", "Disclosures", "Effectiveness", "Sales", "No Conflicts", "Successors", "Records", "Insurances", "Entire Agreements", "Existence", "Defined Terms", "Withholdings", "Enforceability", "Waiver Of Jury Trials", "Effective Dates", "Governing Laws", "Waivers", "Organizations", "Amendments", "Authorizations", "Duties", "Adjustments", "Non-Disparagement", "Financial Statements", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Interest shall accrue on the principal balance hereof at a fixed rate of 5.00% per annum.", "references": ["Publicity", "Severability", "Effectiveness", "Subsidiaries", "Use Of Proceeds", "Qualifications", "Agreements", "Closings", "Assigns", "Miscellaneous", "Enforceability", "Jurisdictions", "Death", "Costs", "Compliance With Laws", "Remedies", "Base Salary", "No Defaults", "Submission To Jurisdiction", "Insurances", "Binding Effects", "Fees", "Consent To Jurisdiction", "Forfeitures", "Indemnity", "No Waivers", "Financial Statements", "Consents", "Duties", "Releases", "Interests"], "gold": ["Interests"]}
+{"input": "If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.", "references": ["Solvency", "Non-Disparagement", "Positions", "Records", "Submission To Jurisdiction", "Indemnifications", "Vesting", "Sales", "Financial Statements", "Liens", "Successors", "Waiver Of Jury Trials", "Interpretations", "Sanctions", "Litigations", "No Waivers", "Death", "Cooperation", "Modifications", "No Conflicts", "Venues", "Organizations", "Change In Control", "Forfeitures", "Integration", "Costs", "Assigns", "Survival", "Payments", "Erisa", "Severability"], "gold": ["Severability"]}
+{"input": "Each U.S. Borrower agrees to indemnify each U.S. Facility Lender and each Canadian Facility Lender, as applicable, in respect of Extensions of Credit made, or requested to be made, to the U.S. Borrowers, and each Canadian Borrower agrees to indemnify each Canadian Facility Lender in respect of Extensions of Credit made, or requested to be made, to the Canadian Borrowers, and, in each case, and to hold each such Lender harmless from any loss or expense which such Lender may sustain or incur (other than through such Lender\u2019s bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable decision) as a consequence of ( a )\u00a0default by such Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans or BA Equivalent Loans after the Borrower Representative has given a notice requesting the same in accordance with the provisions of this Agreement, ( b )\u00a0default by such Borrower in making any prepayment or conversion of Eurocurrency Loans or BA Equivalent Loans after the Borrower Representative has given a notice thereof in accordance with the provisions of this Agreement or ( c )\u00a0the making of a payment or prepayment of Eurocurrency Loans or BA Equivalent Loans or the conversion of Eurocurrency Loans or BA Equivalent Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of ( i )\u00a0the amount of interest which would have accrued on the amount so prepaid, or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurocurrency Loans or BA Equivalent Loans, as applicable, provided for herein (excluding, however, the Applicable Margin included therein, if any) over ( ii )\u00a0the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurocurrency market. If any Lender becomes entitled to claim any amounts under the indemnity contained in this Subsection 4.12 , it shall provide prompt notice thereof to the Borrower Representative, through the Administrative Agent, certifying ( x )\u00a0that one of the events described in clause (a), (b) or (c) has occurred and describing in reasonable detail the nature of such event, ( y )\u00a0as to the loss or expense sustained or incurred by such Lender as a consequence thereof and ( z )\u00a0as to the amount for which such Lender seeks indemnification hereunder and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any indemnification pursuant to this Subsection 4.12 submitted by such Lender, through the Administrative Agent, to the Borrower Representative shall be conclusive in the absence of manifest error. The Borrower Representative shall pay (or cause the relevant Borrower to pay) such Lender the amount shown as due on any such certificate within five Business Days after receipt thereof. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.", "references": ["Titles", "Agreements", "Existence", "Notices", "Change In Control", "Remedies", "Fees", "Employment", "Releases", "Authorizations", "Indemnifications", "Further Assurances", "Governing Laws", "Confidentiality", "Erisa", "Solvency", "Disability", "Modifications", "Withholdings", "General", "Use Of Proceeds", "Effectiveness", "Warranties", "Disclosures", "Assigns", "Terminations", "Severability", "Organizations", "Binding Effects", "Definitions", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Agreement (i) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties hereto, with respect to the subject matter hereof and (ii) is not intended to, nor shall it, confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.", "references": ["Use Of Proceeds", "Successors", "Intellectual Property", "Benefits", "Solvency", "Titles", "Disclosures", "Agreements", "Arbitration", "Sales", "Authorizations", "Terms", "Assignments", "Death", "Fees", "Remedies", "Vesting", "Miscellaneous", "Releases", "Records", "Amendments", "Counterparts", "Organizations", "Financial Statements", "Existence", "Litigations", "Participations", "No Defaults", "Confidentiality", "Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan. This Agreement and the Restricted Stock Units shall be subject to the Plan and the terms of the Plan are incorporated into this Agreement by reference. The Grantee hereby acknowledges receipt of a copy of the Plan.", "references": ["Assignments", "Governing Laws", "Brokers", "No Defaults", "Consents", "Miscellaneous", "Capitalization", "Payments", "Releases", "Positions", "Liens", "Indemnity", "Counterparts", "Construction", "Powers", "Fees", "Specific Performance", "Records", "Venues", "Amendments", "Sales", "Base Salary", "Change In Control", "Expenses", "Disclosures", "Approvals", "Terminations", "Insurances", "Notices", "Disability", "Definitions"], "gold": ["Definitions"]}
+{"input": "As regards any Program Technology hereunder, each Party shall provide to the other Party any invention disclosure made during the course of performance of this Agreement and relating to activities carried out hereunder within [***] days after such Party receives such disclosure from its employees or others obligated to assign inventions to such Party.", "references": ["Further Assurances", "Participations", "Interests", "Terms", "Construction", "Taxes", "Miscellaneous", "Titles", "Definitions", "Consents", "Payments", "Change In Control", "Remedies", "Death", "Venues", "Sales", "Waiver Of Jury Trials", "Positions", "Notices", "Existence", "Withholdings", "Organizations", "Disability", "Costs", "Tax Withholdings", "Headings", "Enforcements", "Capitalization", "Terminations", "Counterparts", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided , however , either Party may assign any or all of its rights and obligations under this Agreement to (i) an Affiliate or (ii) in connection with a reorganization or a sale or disposition of any assets or lines of business of such Party, provided that the transferee of such assets shall agree in writing to be bound by the terms of this Agreement as if named as a \u201cParty\u201d hereto.", "references": ["Enforcements", "Vesting", "Survival", "Participations", "Applicable Laws", "Severability", "Employment", "Submission To Jurisdiction", "Jurisdictions", "Terms", "Liens", "Defined Terms", "Confidentiality", "Transactions With Affiliates", "Arbitration", "Vacations", "Indemnifications", "Withholdings", "Existence", "Interests", "Taxes", "Disclosures", "Use Of Proceeds", "Adjustments", "Closings", "Solvency", "Forfeitures", "Books", "Venues", "No Defaults", "Assignments"], "gold": ["Assignments"]}
+{"input": "Executive represents and warrants to the Company that he is free to accept employment hereunder and that he has no prior or other obligations or commitments of any kind that would in any way hinder or interfere with his acceptance of, or the full performance of, such employment.", "references": ["Definitions", "Indemnity", "Withholdings", "Applicable Laws", "Warranties", "Counterparts", "Brokers", "Closings", "Assignments", "Tax Withholdings", "Financial Statements", "Litigations", "Submission To Jurisdiction", "Further Assurances", "Sales", "Headings", "Non-Disparagement", "Solvency", "Notices", "Severability", "Participations", "Authority", "Terms", "Effectiveness", "Assigns", "Governing Laws", "Use Of Proceeds", "Sanctions", "Entire Agreements", "Interests", "Representations"], "gold": ["Representations"]}
+{"input": "The Plan shall be effective as of April 17, 2018 provided it has been approved by the Board and by the Company's shareholders.", "references": ["Entire Agreements", "No Waivers", "Books", "Interpretations", "Closings", "Organizations", "Titles", "Costs", "Agreements", "Assigns", "Duties", "Adjustments", "Compliance With Laws", "Transactions With Affiliates", "Positions", "Modifications", "Sales", "Withholdings", "Erisa", "Liens", "Authorizations", "Indemnity", "Consents", "Subsidiaries", "Insurances", "Further Assurances", "Indemnifications", "No Conflicts", "Remedies", "Payments", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Employee hereby acknowledges his understanding that as a result of his employment by CSL, in order to assist Employee with his duties, the Company and its affiliates will provide Employee with, and Employee will develop on behalf of the Company and its affiliates, valuable and important confidential or proprietary data, documents and information concerning CSL and its affiliates, their operations and their future plans. Employee hereby agrees that he will not, either during the term of his employment with CSL, or at any time after the term of his employment with CSL, divulge or communicate to any person or entity, or direct any employee or agent of CSL or its affiliates or of his to divulge or communicate to any person or entity, or use to the detriment of CSL or its affiliates or for the benefit of any other person or entity, or make or remove any copies of, such confidential information or proprietary data or information, whether or not marked or otherwise identified as confidential or secret. Upon any termination of this Agreement for any reason whatsoever, Employee shall surrender to CSL any and all materials, including but not limited to drawings, manuals, reports, documents, lists, photographs, maps, surveys, plans, specifications, accountings and any and all other materials relating to the Company, its affiliates or any of its or their business, including all copies thereof, that Employee has in his possession, whether or not such material was created or compiled by Employee, but excluding, however, personal memorabilia belonging to Employee. With the exception of such excluded items, materials, etc., Employee acknowledges that all such material is solely the property of CSL or its affiliates, and that Employee has no right, title or interest in or to such materials. Notwithstanding anything to the contrary set forth in this Paragraph 8, the provisions of this Paragraph 8 shall not apply to information which: (i)\u00a0is or becomes generally available to the public other than as a result of disclosure by Employee, or (ii)\u00a0is already known to Employee as of the date of this Agreement from sources other than CSL or its affiliates, or (iii)\u00a0is required to be disclosed by law or by regulatory or judicial process. Employee acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that \u2014 (A) is made (x)\u00a0in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y)\u00a0solely for the purpose of reporting or investigating a suspected violation of law; or (B)\u00a0is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.", "references": ["Transactions With Affiliates", "Binding Effects", "Waivers", "Base Salary", "Qualifications", "Cooperation", "Waiver Of Jury Trials", "Participations", "Employment", "Forfeitures", "Titles", "Representations", "Capitalization", "Non-Disparagement", "Governing Laws", "Change In Control", "Miscellaneous", "Powers", "Severability", "Effectiveness", "Litigations", "Disclosures", "Anti-Corruption Laws", "Brokers", "Use Of Proceeds", "Construction", "Survival", "Subsidiaries", "Interpretations", "Costs", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Both before and after giving effect to the sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement, the Seller is solvent and the transfer of the 2018-A Exchange Note pursuant hereto is not being made with the intent to hinder, delay or defraud the creditors of the Seller or any affiliate thereof.\u00a0 The Seller is receiving from the Purchaser reasonably equivalent value in exchange for the transfer of 2018-A Exchange Note.", "references": ["Definitions", "Venues", "Releases", "Headings", "Waiver Of Jury Trials", "Indemnity", "Further Assurances", "Payments", "Fees", "Authority", "Liens", "Interests", "Confidentiality", "Approvals", "Effective Dates", "Agreements", "General", "Positions", "Duties", "Interpretations", "Successors", "Defined Terms", "Waivers", "Anti-Corruption Laws", "Terminations", "Non-Disparagement", "Governing Laws", "Use Of Proceeds", "Arbitration", "Expenses", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Options and the provisions of this Agreement are governed by, and subject to, the laws of the State of Washington, as provided in the Plan, without regard for its conflict of laws provisions. For purposes of litigating any dispute that arises under this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Washington, agree that such litigation shall be conducted exclusively in the courts of King County, or the federal courts of the United States for the 9 th Circuit, and no other courts, where this grant is made and/or to be performed.", "references": ["Use Of Proceeds", "Agreements", "Counterparts", "No Defaults", "Construction", "Venues", "Miscellaneous", "Approvals", "Records", "Sanctions", "Adjustments", "Effectiveness", "Forfeitures", "Solvency", "Vesting", "Non-Disparagement", "Organizations", "Sales", "Successors", "Taxes", "Litigations", "Indemnity", "Publicity", "Arbitration", "Tax Withholdings", "Warranties", "Qualifications", "Headings", "Consents", "Capitalization", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.", "references": ["Closings", "Amendments", "Benefits", "Applicable Laws", "Use Of Proceeds", "Anti-Corruption Laws", "Indemnifications", "Arbitration", "Insurances", "Remedies", "Vesting", "Cooperation", "General", "Books", "Base Salary", "Transactions With Affiliates", "No Defaults", "Modifications", "Further Assurances", "Change In Control", "Waivers", "Intellectual Property", "Capitalization", "Effectiveness", "Vacations", "Counterparts", "Liens", "Qualifications", "Costs", "Powers", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments (i) for those amounts which are specifically reimbursable by Borrower under this Agreement and the other Loan Documents, to the extent not so reimbursed by Borrower, (ii) for any other expenses incurred by the Administrative Agent on behalf of the Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents pursuant to the Administrative Agent\u2019s obligations hereunder which are not specifically reimbursable by Borrower under this Agreement or any other Loan Document, to the extent not actually reimbursed by Borrower, and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct or a breach of the Administrative Agent\u2019s express obligations and undertakings to the Lenders. The obligations of the Lenders and the Administrative Agent under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.", "references": ["Assignments", "Authority", "Withholdings", "Approvals", "Severability", "Capitalization", "Representations", "Employment", "Transactions With Affiliates", "Vesting", "Fees", "Indemnity", "Titles", "Amendments", "Sanctions", "Miscellaneous", "Governing Laws", "Books", "Headings", "Taxes", "Arbitration", "Publicity", "Venues", "Payments", "Compliance With Laws", "Tax Withholdings", "Subsidiaries", "Organizations", "Closings", "Litigations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, each applicable Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in clause \u00a0(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender agrees that its obligation to acquire participations pursuant to this Section \u00a02.5(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Integration", "Terms", "Applicable Laws", "Consent To Jurisdiction", "Approvals", "Tax Withholdings", "Warranties", "Further Assurances", "Successors", "Effective Dates", "Erisa", "Vesting", "Organizations", "Interests", "Interpretations", "Closings", "Withholdings", "Non-Disparagement", "Releases", "Severability", "Assigns", "Capitalization", "Confidentiality", "Terminations", "Duties", "Submission To Jurisdiction", "Intellectual Property", "Modifications", "Anti-Corruption Laws", "Taxes", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.", "references": ["Binding Effects", "Integration", "Terminations", "Agreements", "Positions", "Participations", "Death", "Qualifications", "Enforceability", "Defined Terms", "No Defaults", "Change In Control", "Definitions", "Warranties", "Further Assurances", "Authorizations", "Publicity", "Vacations", "Forfeitures", "Approvals", "Brokers", "Consent To Jurisdiction", "Titles", "Vesting", "Successors", "Disclosures", "Submission To Jurisdiction", "Employment", "Releases", "Fees", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As set forth in Article 7.2.5, at Delivery LESSOR will assign to LESSEE for the duration of the Lease Term the benefit of all warranties and indemnities given to LESSOR by Manufacturer and the Engine manufacturer. Effective on the Delivery Date, all other vendor warranties with respect to the Aircraft are hereby assigned by LESSOR to LESSEE.", "references": ["Disclosures", "Effective Dates", "Sanctions", "No Waivers", "Representations", "No Defaults", "Authorizations", "Remedies", "Integration", "Employment", "Solvency", "Indemnity", "Compliance With Laws", "Jurisdictions", "Successors", "Binding Effects", "Publicity", "Consent To Jurisdiction", "Survival", "Brokers", "Anti-Corruption Laws", "Severability", "Titles", "Forfeitures", "Transactions With Affiliates", "Death", "Notices", "Interests", "Agreements", "Headings", "Warranties"], "gold": ["Warranties"]}
+{"input": "The indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties of the Company and B. Riley FBR herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of B. Riley FBR, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.", "references": ["Assignments", "Assigns", "Effectiveness", "Remedies", "No Waivers", "Qualifications", "Change In Control", "Survival", "Governing Laws", "Terminations", "Amendments", "Participations", "Subsidiaries", "Construction", "Tax Withholdings", "Binding Effects", "Adjustments", "Closings", "No Conflicts", "Confidentiality", "Submission To Jurisdiction", "Anti-Corruption Laws", "Payments", "Authorizations", "Integration", "Disability", "Specific Performance", "Brokers", "Notices", "Non-Disparagement", "Representations"], "gold": ["Representations"]}
+{"input": "All communications with respect to or under this Agreement, except as may be otherwise specifically provided in this Agreement, shall be in writing and, if sent to the Initial Purchasers, shall be mailed, delivered or telecopied and confirmed in writing to c/o Merrill Lynch, Pierce, Fenner\u00a0& Smith Incorporated, 50 Rockefeller Plaza, New York, NY 10020, Attention: High Yield Legal Department, with a copy for information purposes only to Vinson\u00a0& Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, TX 77002 (fax: 713-758-2346), Attention: David Stone, Thomas Zentner, and if sent to the Issuers, shall be mailed, delivered or telecopied and confirmed in writing to Basic Energy Services, Inc., 801 Cherry Street, Suite 2100, Fort Worth, TX 76102 (telephone: 817-334-4100, fax: 817-334-4101; email:\u00a0david.schorlemer@basicenergyservices.com), Attention: David Schorlemer, with a copy for information purposes only to\u00a0Thompson\u00a0& Knight LLP, 1722 Routh Street, Suite 1500, Dallas, TX 75201, Attention: Wesley Williams (email: wesley.williams@tklaw.com).", "references": ["Fees", "Financial Statements", "Publicity", "Enforcements", "Indemnity", "Terms", "Intellectual Property", "Sales", "Existence", "Authorizations", "Assigns", "Closings", "Powers", "Interpretations", "Cooperation", "Entire Agreements", "Compliance With Laws", "Disability", "Insurances", "Change In Control", "Anti-Corruption Laws", "Effective Dates", "Counterparts", "Costs", "Forfeitures", "Records", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Titles", "Approvals", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall become effective when it shall have been executed by each Loan Party, each Agent and each Lender and when the conditions precedent set forth in Section 5.01 hereof have been satisfied or waived in writing by the Agents, and thereafter shall be binding upon and inure to the benefit of each Loan Party, each Secured Party, and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of each Agent and each Lender, and any assignment by any Lender shall be governed by Section 12.07 hereof.", "references": ["Liens", "Disability", "Capitalization", "Consents", "Indemnity", "Brokers", "Expenses", "Benefits", "Withholdings", "Forfeitures", "Counterparts", "Specific Performance", "Arbitration", "Erisa", "Representations", "No Waivers", "Authority", "Survival", "Assigns", "Warranties", "Subsidiaries", "Authorizations", "Anti-Corruption Laws", "Consent To Jurisdiction", "Disclosures", "Effective Dates", "Intellectual Property", "Headings", "Cooperation", "Terminations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Any dispute or controversy, including, but not limited to, discrimination claims and claims involving a class, arising under or in connection with this Agreement or the Executive\u2019s employment with Amneal, other than injunctive relief under Section\u00a06.7 hereof, shall be settled exclusively by arbitration, conducted before a single arbitrator in New Jersey (applying New Jersey law) in accordance with the Commercial Arbitration Rules and Procedures of the American Arbitration Association then in effect.", "references": ["No Conflicts", "Miscellaneous", "Publicity", "Death", "Assignments", "Authorizations", "Agreements", "Taxes", "Binding Effects", "Anti-Corruption Laws", "Base Salary", "Powers", "Use Of Proceeds", "Organizations", "Change In Control", "Duties", "Records", "Effective Dates", "Benefits", "Warranties", "Interpretations", "Litigations", "Specific Performance", "Releases", "Successors", "Interests", "Enforceability", "Venues", "Qualifications", "Fees", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof.", "references": ["Headings", "Assigns", "Enforceability", "Sales", "Qualifications", "Withholdings", "Death", "Records", "Severability", "Survival", "General", "Integration", "Closings", "Tax Withholdings", "Construction", "Disability", "Authorizations", "Amendments", "Modifications", "Capitalization", "Brokers", "Definitions", "Waiver Of Jury Trials", "Authority", "Anti-Corruption Laws", "No Defaults", "Effective Dates", "Agreements", "Cooperation", "Successors", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Loan Party has timely filed all Tax returns and reports required by Law to have been filed by it and has paid all Taxes and governmental charges due and payable with respect to such return, except any such Taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books or where the failure to file could not reasonably be expected to have a Material Adverse Effect. The Loan Parties have made adequate reserves on their books and records in accordance with GAAP for all Taxes that have accrued but which are not yet due and payable. No Loan Party has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a \u201c listed transaction \u201d within the meaning of Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction was entered into).", "references": ["Governing Laws", "Enforcements", "Erisa", "Indemnity", "Disclosures", "No Conflicts", "Confidentiality", "Records", "Counterparts", "Financial Statements", "Further Assurances", "Intellectual Property", "Costs", "Existence", "Vacations", "Venues", "Cooperation", "Tax Withholdings", "Arbitration", "Jurisdictions", "Powers", "General", "Benefits", "Interests", "Base Salary", "Effectiveness", "Publicity", "Integration", "Consent To Jurisdiction", "Amendments", "Taxes"], "gold": ["Taxes"]}
+{"input": "All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Venues", "Approvals", "Enforcements", "Benefits", "Construction", "Specific Performance", "Further Assurances", "Capitalization", "Positions", "Withholdings", "Warranties", "Powers", "No Defaults", "Payments", "Disability", "Effectiveness", "Enforceability", "Qualifications", "Cooperation", "Assignments", "No Conflicts", "Interpretations", "Duties", "Financial Statements", "Non-Disparagement", "Binding Effects", "Defined Terms", "Titles", "Representations", "Subsidiaries", "General"], "gold": ["General"]}
+{"input": "Each Party waives, to the fullest extent permitted by applicable law, any right it may have to trial by jury in respect of any cause of action arising out of this Agreement.", "references": ["Enforceability", "Integration", "Participations", "Applicable Laws", "Arbitration", "Employment", "Miscellaneous", "Governing Laws", "Terminations", "Assignments", "Change In Control", "Notices", "Headings", "Survival", "Brokers", "Construction", "Books", "Disclosures", "Successors", "Agreements", "No Waivers", "Adjustments", "Payments", "General", "Releases", "Definitions", "Confidentiality", "Venues", "Intellectual Property", "Erisa", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "(a) (A) The unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as at the last day of the most recent fiscal quarter for which Unaudited Financial Statements have been delivered prior to the Closing Date (including the notes thereto describing the pro forma adjustments) (the \u201c Pro Forma Balance Sheet \u201d) and the unaudited pro forma consolidated statement of income of Holdings and its Subsidiaries for the twelve months ended on the last day of the most recent fiscal quarter for which Unaudited Financial Statements have been delivered prior to the Closing Date (together with the Pro Forma Balance Sheet, the \u201c Pro Forma Financial Statements \u201d), copies of which will be furnished to each Lender prior to the Closing Date, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of Holdings and its Subsidiaries as at the last day of the most recent fiscal quarter for which Unaudited Financial Statements have been delivered and its estimated consolidated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.", "references": ["Adjustments", "Definitions", "Successors", "Powers", "Non-Disparagement", "Releases", "Death", "Governing Laws", "Records", "Indemnifications", "Qualifications", "Fees", "Representations", "Disclosures", "Titles", "Remedies", "Sales", "Specific Performance", "Vacations", "Duties", "Amendments", "Employment", "Warranties", "Disability", "Capitalization", "Books", "Assigns", "Confidentiality", "Base Salary", "Participations", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Seller agrees to use its reasonable best efforts to execute and deliver, or cause to be executed and delivered, including causing the Company to execute and deliver, such further instruments or documents or take such other action (including providing instructions to the Depository Trust Company or other custodians of the Redeemed Shares so as to facilitate the Redeemed Shares being held by the Company in the facilities of the Depositary Trust Company) as may be reasonably necessary (or as reasonably requested by the Company) to consummate the Transaction.", "references": ["Counterparts", "Costs", "Interests", "Specific Performance", "Withholdings", "Brokers", "Insurances", "Defined Terms", "Powers", "Authority", "Existence", "Taxes", "Headings", "Sanctions", "Waivers", "Severability", "General", "Integration", "Use Of Proceeds", "Modifications", "Death", "Closings", "Assigns", "Terminations", "No Waivers", "Anti-Corruption Laws", "Indemnity", "Liens", "Participations", "Entire Agreements", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each of the Parties.", "references": ["Assignments", "Notices", "Payments", "Remedies", "Interpretations", "Construction", "Waiver Of Jury Trials", "Approvals", "Modifications", "Further Assurances", "Powers", "Publicity", "Duties", "Survival", "Jurisdictions", "Tax Withholdings", "Intellectual Property", "Definitions", "No Conflicts", "Costs", "Effectiveness", "Erisa", "Fees", "Confidentiality", "Authority", "Successors", "Cooperation", "Representations", "Litigations", "Terms", "Amendments"], "gold": ["Amendments"]}
+{"input": "No broker, finder or investment banker is entitled to any brokerage, finder\u2019s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Purchaser.", "references": ["Positions", "Financial Statements", "Consent To Jurisdiction", "Change In Control", "Subsidiaries", "Adjustments", "Taxes", "Forfeitures", "Construction", "Books", "Indemnity", "Erisa", "Confidentiality", "Effective Dates", "Assigns", "Liens", "Participations", "Further Assurances", "Modifications", "Tax Withholdings", "Indemnifications", "Employment", "Anti-Corruption Laws", "Titles", "Closings", "Amendments", "Waivers", "Expenses", "Authority", "Survival", "Brokers"], "gold": ["Brokers"]}
+{"input": "The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or organization, by-laws or limited liability company agreement (or equivalent governing documents), (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.", "references": ["Indemnifications", "Amendments", "Books", "Waivers", "Waiver Of Jury Trials", "Capitalization", "Duties", "Indemnity", "Arbitration", "Erisa", "Expenses", "Subsidiaries", "Organizations", "Withholdings", "Binding Effects", "Tax Withholdings", "Jurisdictions", "No Defaults", "Change In Control", "Publicity", "Liens", "Use Of Proceeds", "Notices", "Applicable Laws", "Non-Disparagement", "Taxes", "Miscellaneous", "Effectiveness", "Litigations", "Survival", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This General Release may not be amended except by a written agreement signed by both parties, which specifically refers to this General Release.", "references": ["Publicity", "Transactions With Affiliates", "Employment", "Books", "Effectiveness", "Participations", "Existence", "Cooperation", "General", "Counterparts", "Waivers", "Submission To Jurisdiction", "Applicable Laws", "Base Salary", "Governing Laws", "Subsidiaries", "Change In Control", "Insurances", "Compliance With Laws", "Organizations", "Fees", "Binding Effects", "Non-Disparagement", "Definitions", "Disclosures", "Indemnifications", "Effective Dates", "Enforcements", "Anti-Corruption Laws", "Representations", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any termination of the Executive\u2019s employment by the Company or by the Executive during the Term of Employment (other than as a result of the death of the Executive or a Non-Renewal Termination described in Section 6(g)) shall be communicated by written notice of termination to the other party hereto. Such notice shall indicate the specific termination provision in this Agreement relied upon and, except in the case of termination Without Cause and Voluntary Termination as described in Sections 6(d) and 6(f), respectively, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive\u2019s employment under that provision.", "references": ["Transactions With Affiliates", "Counterparts", "Financial Statements", "Modifications", "Successors", "Books", "Headings", "Non-Disparagement", "Brokers", "Tax Withholdings", "Binding Effects", "Titles", "Jurisdictions", "Definitions", "Consents", "Submission To Jurisdiction", "Survival", "Erisa", "Existence", "Waivers", "Venues", "Effective Dates", "Indemnity", "No Defaults", "Liens", "Base Salary", "Closings", "Sales", "Disability", "Disclosures", "Notices"], "gold": ["Notices"]}
+{"input": "During the Employment Period the Executive shall receive an annual base salary (\u201c Annual Base Salary \u201d), which shall be paid in equal monthly installments, at least equal to the Executive\u2019s then current salary or such other amount as is authorized by the Compensation Committee of the Board; provided, however that following a Change in Control, the Executive\u2019s rate of Annual Base Salary for any fiscal year of the Company following the Change in Control shall not be less than 12 times the highest monthly base salary paid or payable (including any base salary which has been earned but deferred) to the Executive by the Company and its Affiliated Companies in respect of the 12-month period immediately preceding the month in which the Change in Control occurs.\u00a0 During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase or decrease applicable to the Executive and thereafter at least annually.\u00a0 Any increase or decrease in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.", "references": ["Effective Dates", "No Waivers", "Employment", "Records", "Warranties", "Duties", "Disclosures", "Construction", "Titles", "Terms", "Entire Agreements", "Death", "Enforceability", "Taxes", "Qualifications", "Consent To Jurisdiction", "Approvals", "Applicable Laws", "Existence", "Liens", "Agreements", "Venues", "Consents", "Use Of Proceeds", "Intellectual Property", "Change In Control", "Binding Effects", "Modifications", "Enforcements", "Miscellaneous", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Nothing in this Agreement shall prevent or limit the Executive\u2019s continuing or future participation in any benefit plan, program, policy or practice provided by the Company or any Affiliate and for which the Executive may qualify (except with respect to any benefit to which the Executive has waived the Executive\u2019s rights in writing), including, without limitation, any and all indemnification arrangements in favor of the Executive (whether under agreements or under the Company\u2019s or any Affiliate\u2019s charter documents or otherwise), and insurance policies covering the Executive, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other contract or agreement entered into after the Effective Date with the Company or any Affiliate. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any benefit, plan, policy, practice or program of, or any contract or agreement entered into with, the Company or any Affiliate shall be payable in accordance with such benefit, plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. At all times during the Executive\u2019s employment with the Company or any Affiliate and thereafter, the Company or any such Affiliate shall provide the Executive with indemnification and director and officer insurance insuring the Executive against insurable events which occur or have occurred while the Executive was a director or executive officer of the Company or any Affiliate, on terms and conditions that are at least as favorable as that then provided to any other current or former director or executive officer of the Company or any its Affiliates.", "references": ["Capitalization", "Subsidiaries", "Expenses", "Sanctions", "Vesting", "Amendments", "Taxes", "Counterparts", "Waiver Of Jury Trials", "Governing Laws", "Successors", "Interests", "Entire Agreements", "Assignments", "Litigations", "Cooperation", "Duties", "Further Assurances", "Use Of Proceeds", "Transactions With Affiliates", "Terms", "Organizations", "Titles", "Arbitration", "No Conflicts", "Anti-Corruption Laws", "Non-Disparagement", "Notices", "Payments", "Interpretations", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of any Agent, the assignment of any Commitment or Term Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Compliance With Laws", "Anti-Corruption Laws", "Brokers", "Approvals", "Waivers", "Powers", "Authority", "Representations", "No Waivers", "Waiver Of Jury Trials", "Assignments", "Existence", "Qualifications", "Further Assurances", "Consent To Jurisdiction", "Miscellaneous", "Applicable Laws", "Interests", "Vacations", "Indemnity", "Sales", "Liens", "Construction", "Consents", "Change In Control", "Withholdings", "Litigations", "Fees", "Assigns", "Defined Terms", "Survival"], "gold": ["Survival"]}
+{"input": "The provisions of Sections 6 through 10 , 12 , 13 , and 15 shall survive the termination of Executive\u2019s employment and the termination of this Agreement for any reason. Upon termination of Executive, all amounts owing to Executive hereunder shall be paid to Executive within one week of termination of this Agreement or Executive\u2019s employment hereunder, whichever is earlier.", "references": ["Venues", "Expenses", "Taxes", "Waivers", "Death", "Remedies", "Intellectual Property", "Interests", "Releases", "Applicable Laws", "Change In Control", "Solvency", "Construction", "Fees", "General", "Closings", "Notices", "Transactions With Affiliates", "Representations", "Further Assurances", "Terms", "Effective Dates", "Warranties", "Disability", "Miscellaneous", "Severability", "Modifications", "Amendments", "Defined Terms", "Indemnifications", "Survival"], "gold": ["Survival"]}
+{"input": "The headings and captions used in this Settlement Agreement are solely for\u00a0the convenience of reference and shall not affect its interpretation.", "references": ["Costs", "Consents", "Consent To Jurisdiction", "Non-Disparagement", "Modifications", "Subsidiaries", "Definitions", "Governing Laws", "Sanctions", "Payments", "Qualifications", "Waiver Of Jury Trials", "Duties", "Specific Performance", "No Defaults", "Adjustments", "Solvency", "Agreements", "Organizations", "Arbitration", "Expenses", "Amendments", "Disability", "Participations", "Insurances", "Survival", "Cooperation", "Records", "Waivers", "Further Assurances", "Headings"], "gold": ["Headings"]}
+{"input": "The Plan shall take effect on the later of the date it is adopted by the Board and the date it is approved by the holders of a majority of the votes cast at a meeting of shareholders at which a quorum is present (such date, the \u201cEffective Date\u201d) and shall remain in effect for ten years from the Effective Date unless terminated earlier by the Board in accordance with Section\u00a020.", "references": ["Miscellaneous", "Consent To Jurisdiction", "Authority", "Specific Performance", "Construction", "Death", "Enforcements", "Applicable Laws", "Anti-Corruption Laws", "Solvency", "Interests", "Interpretations", "Arbitration", "Venues", "Use Of Proceeds", "Severability", "Organizations", "Duties", "Vacations", "Consents", "Base Salary", "Fees", "Modifications", "Definitions", "Non-Disparagement", "Powers", "Financial Statements", "Approvals", "Transactions With Affiliates", "Benefits", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Each Party hereby agrees to maintain at all times during the term of this Agreement (i) general liability insurance sufficient in scope of coverage to cover its respective liabilities under this Agreement in the amount of no less than one million dollars ($1,000,000) per claim and three million dollars ($3,000,000) in the aggregate, and (ii) product liability insurance covering the sale of SRB in the amount of one million dollars ($1,000,000) per claim and three million dollars ($3,000,000) in the aggregate, in each case naming the other Party as an additional insured, and from time to time upon request of the other Party to furnish reasonable evidence of such coverage. If either Party fails to satisfy its obligations under this Section 8.3 , the other Party may purchase and maintain such insurance on such Party\u2019s behalf and may add any premiums so paid to the amounts otherwise payable by the other Party hereunder.", "references": ["Enforceability", "Solvency", "Authorizations", "Expenses", "Forfeitures", "Financial Statements", "Erisa", "Integration", "Consent To Jurisdiction", "Terms", "Adjustments", "Interests", "Base Salary", "Construction", "Jurisdictions", "Submission To Jurisdiction", "Warranties", "Duties", "Powers", "Indemnity", "Titles", "Applicable Laws", "Approvals", "Severability", "Organizations", "Capitalization", "Participations", "Agreements", "Defined Terms", "No Defaults", "Insurances"], "gold": ["Insurances"]}
+{"input": "U . Termination under this Article will discharge all obligations and liabilities of Boeing and Customer with respect to any aircraft and all related undelivered Materials (as defined in Exhibit B, Customer Support Document), training, services, and other things terminated under the applicable purchase agreement, [***]. If Customer terminates the applicable purchase agreement as to any aircraft, Boeing may elect, by written notice to Customer within 30 days, to purchase from Customer any BFE related to the aircraft at the invoice prices paid, or contracted to be paid, by Customer.", "references": ["Applicable Laws", "Waivers", "Representations", "Releases", "Indemnity", "Definitions", "Authorizations", "Terms", "Specific Performance", "Approvals", "Brokers", "Effective Dates", "Employment", "Sanctions", "Disability", "Closings", "Further Assurances", "Remedies", "Notices", "Counterparts", "Jurisdictions", "Waiver Of Jury Trials", "Amendments", "Erisa", "Authority", "Effectiveness", "Integration", "Venues", "Entire Agreements", "Warranties", "Terminations"], "gold": ["Terminations"]}
+{"input": "The laws of the Delaware shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.", "references": ["Capitalization", "Organizations", "Closings", "Indemnifications", "Positions", "Financial Statements", "Specific Performance", "Non-Disparagement", "Integration", "Change In Control", "Consent To Jurisdiction", "Representations", "No Waivers", "Submission To Jurisdiction", "Effective Dates", "Vacations", "Costs", "Defined Terms", "Modifications", "Records", "Waiver Of Jury Trials", "Counterparts", "Base Salary", "Remedies", "Use Of Proceeds", "Confidentiality", "Interests", "Withholdings", "Enforceability", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The audited consolidated balance sheet at December\u00a031, 2014 and the related statement of income and cash flows of Parent Borrower and its consolidated Subsidiaries certified by KPMG LLP for the Fiscal Year then ended and audited consolidated balance sheet at December\u00a031, 2012,\u00a0December\u00a031, 2013 and December\u00a031 2014 have been delivered to Agent on or prior to the Restatement Date.", "references": ["Jurisdictions", "Capitalization", "Entire Agreements", "Insurances", "Taxes", "Qualifications", "Tax Withholdings", "Indemnifications", "Counterparts", "Vesting", "Successors", "No Defaults", "No Conflicts", "Base Salary", "Assignments", "Enforceability", "Fees", "Transactions With Affiliates", "Subsidiaries", "Payments", "Definitions", "Use Of Proceeds", "Waivers", "Terms", "Duties", "Solvency", "Waiver Of Jury Trials", "Disability", "Compliance With Laws", "Confidentiality", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The Borrower and each Guarantor, in consideration of the Administrative Agent\u2019s and the undersigned Lenders\u2019 execution and delivery of this Fifth Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, unconditionally, freely, voluntarily and, after consultation with counsel and becoming fully and adequately informed as to the relevant facts, circumstances and consequences, releases, waives and forever discharges (and further agrees not to allege, claim or pursue) any and all claims, rights, causes of action, counterclaims or defenses of any kind whatsoever, in contract, in tort, in law or in equity, whether known or unknown, direct or derivative, which the Borrower, each Guarantor or any predecessor, successor or assign might otherwise have or may have against the Administrative Agent, the Lenders, their present or former subsidiaries and affiliates or any of the foregoing\u2019s officers, directors, employees, attorneys or other representatives or agents on account of any conduct, condition, act, omission, event, contract, liability, obligation, demand, covenant, promise, indebtedness, claim, right, cause of action, suit, damage, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the Amendment Effective Date relating to the Loan Documents, this Fifth Amendment and/or the transactions contemplated thereby or hereby. The foregoing release shall survive the termination of this Fifth Amendment.", "references": ["Transactions With Affiliates", "Sanctions", "Withholdings", "Indemnifications", "Publicity", "Agreements", "Liens", "Severability", "Consent To Jurisdiction", "Authority", "Effective Dates", "Duties", "Change In Control", "Notices", "Integration", "Cooperation", "Base Salary", "Waivers", "Forfeitures", "Interests", "Effectiveness", "Further Assurances", "Payments", "Remedies", "Vacations", "Capitalization", "Expenses", "Miscellaneous", "Vesting", "Adjustments", "Releases"], "gold": ["Releases"]}
+{"input": "ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER ANCILLARY DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATES OF FLORIDA, IN EACH CASE LOCATED IN PALM BEACH COUNTY, FLORIDA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY\u2019S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "references": ["Liens", "Indemnifications", "Definitions", "Construction", "Further Assurances", "Employment", "Indemnity", "Benefits", "Consents", "Notices", "Disclosures", "Venues", "Fees", "Representations", "Change In Control", "Disability", "Modifications", "Erisa", "No Defaults", "Terms", "Enforceability", "Vesting", "Vacations", "Insurances", "Submission To Jurisdiction", "Arbitration", "Terminations", "Governing Laws", "Confidentiality", "Costs", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "This Note shall, at the election of the Company, be subject to payment in common stock of the Company, par value $0.0001 per share (the \u201c Common Stock \u201d), as provided and subject to the requirements of Sections 3.6.3 through 3.6.12 of that certain Sponsored Research Agreement, dated [____________, 2018], by and between the Company and the Broad Institute, Inc. (the \u201c Agreement \u201d).\u00a0\u00a0Notwithstanding the foregoing, the Company shall have no obligation to make such election to issue Note Shares (as defined in the Agreement) as payment for this Note.", "references": ["Fees", "Venues", "Terms", "Headings", "Approvals", "Specific Performance", "Submission To Jurisdiction", "Indemnity", "Confidentiality", "Adjustments", "Assignments", "Closings", "Warranties", "Successors", "Benefits", "Non-Disparagement", "Enforceability", "Interests", "Consent To Jurisdiction", "Cooperation", "Disability", "No Conflicts", "Liens", "Disclosures", "Existence", "Taxes", "Binding Effects", "Assigns", "Representations", "Base Salary", "General"], "gold": ["General"]}
+{"input": "This Agreement shall be binding upon Executive and on Old Point, its successors and assigns, effective on the date first above written subject to the approval by the Holding Company Board and the Board of Directors of the Bank. Old Point will require any successor to all or substantially all of the business and/or assets of Old Point to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Old Point would be required to perform it if no such succession had taken place. This Agreement shall be freely assignable by Old Point.", "references": ["Expenses", "Warranties", "Representations", "Intellectual Property", "Assignments", "Assigns", "No Waivers", "Jurisdictions", "Change In Control", "Compliance With Laws", "Entire Agreements", "Approvals", "Employment", "Enforceability", "Existence", "Confidentiality", "Specific Performance", "Anti-Corruption Laws", "Closings", "Enforcements", "Transactions With Affiliates", "Successors", "Forfeitures", "Costs", "Definitions", "Consents", "Waiver Of Jury Trials", "Records", "Duties", "Publicity", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement will be governed by and construed in accordance with the law s of the State of Texas and any dispute arising under this Agreement shall be adjudicated in the State and/or Federal courts of the State of Texas. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed by mutual written agreement of the parties hereto. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.", "references": ["Waiver Of Jury Trials", "Adjustments", "Specific Performance", "Vesting", "Interpretations", "Counterparts", "Change In Control", "Existence", "Interests", "Publicity", "Indemnity", "Headings", "Compliance With Laws", "Participations", "Litigations", "Entire Agreements", "Intellectual Property", "Capitalization", "Jurisdictions", "Taxes", "Duties", "Venues", "Terminations", "Organizations", "Qualifications", "General", "Warranties", "Disclosures", "Agreements", "Arbitration", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Either party may terminate the Agreement at any time by providing 30 days notice to the other party. Upon termination, Kraft Heinz will have no further payment obligations, and you will have no further Services obligations, under the Agreement.", "references": ["Liens", "Sanctions", "Integration", "Applicable Laws", "Governing Laws", "Authorizations", "Definitions", "Interests", "General", "Submission To Jurisdiction", "Indemnifications", "Qualifications", "Remedies", "Specific Performance", "Waivers", "Solvency", "Enforceability", "Change In Control", "Effective Dates", "Disability", "Non-Disparagement", "Tax Withholdings", "Titles", "Successors", "Approvals", "Subsidiaries", "Positions", "No Conflicts", "Notices", "Expenses", "Terminations"], "gold": ["Terminations"]}
+{"input": "No consent, approval, authorization or order of, or qualification with, any court or Governmental Authority is required in connection with the execution, delivery or performance by Borrower of this Agreement or the other Loan Documents, except for any of the foregoing that have already been obtained and for the filings to perfect any security interest granted to Lender or its agents or representatives under the Loan Documents.", "references": ["Non-Disparagement", "Closings", "Cooperation", "General", "Consent To Jurisdiction", "Jurisdictions", "Severability", "Arbitration", "Construction", "No Waivers", "Interpretations", "Publicity", "Intellectual Property", "Change In Control", "Compliance With Laws", "Existence", "Definitions", "Insurances", "Survival", "Headings", "Disability", "Titles", "Sanctions", "Indemnifications", "Entire Agreements", "Organizations", "Records", "Miscellaneous", "Employment", "Subsidiaries", "Consents"], "gold": ["Consents"]}
+{"input": "The provisions of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Amendment, even if under such jurisdiction\u2019s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.", "references": ["Vesting", "Cooperation", "Notices", "Waivers", "Survival", "No Conflicts", "Warranties", "Titles", "Erisa", "Insurances", "Fees", "Effectiveness", "Successors", "Disclosures", "Financial Statements", "Powers", "Closings", "Effective Dates", "Miscellaneous", "Qualifications", "Compliance With Laws", "Non-Disparagement", "Sanctions", "Benefits", "Death", "Positions", "Amendments", "Duties", "Solvency", "Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Capitalized terms used but not defined herein (including in the recitals hereto) shall have the meanings given to them in the Amended and Restated Credit Agreement. The rules of interpretation set forth in Section\u00a01.03 (Terms Generally) of the Amended and Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.", "references": ["Withholdings", "Expenses", "Definitions", "Consent To Jurisdiction", "Indemnity", "Titles", "Waivers", "Base Salary", "Jurisdictions", "No Waivers", "Participations", "Terminations", "Use Of Proceeds", "Qualifications", "Interpretations", "Forfeitures", "Books", "Transactions With Affiliates", "Records", "Erisa", "Approvals", "Further Assurances", "Tax Withholdings", "Authority", "Sales", "Costs", "Survival", "Adjustments", "Cooperation", "Counterparts", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Each payment by the Company under this Article\u00a0IX shall be made in accordance with Section\u00a02.09 in the Currency in which the Guaranteed Obligations in respect of which such payment is made are denominated, without deduction, set-off or counterclaim at the Administrative Agent\u2019s Account and free and clear of any and all present and future Taxes.", "references": ["No Defaults", "No Conflicts", "Withholdings", "Specific Performance", "Sanctions", "Insurances", "Assignments", "Approvals", "Representations", "Consent To Jurisdiction", "Amendments", "Disclosures", "Positions", "Vacations", "Indemnity", "Employment", "Consents", "Closings", "Forfeitures", "Terminations", "Severability", "Interpretations", "Duties", "Fees", "Books", "Use Of Proceeds", "Jurisdictions", "Releases", "Titles", "Financial Statements", "Payments"], "gold": ["Payments"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each of the Lenders and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of subsection\u00a0(b) of this Section, (ii)\u00a0by way of participation in accordance with the provisions of subsection\u00a0(d) of this Section, or (iii)\u00a0by way of pledge or assignment, or grant of a security interest, subject to the restrictions of subsection\u00a0(f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection\u00a0(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Authorizations", "Consents", "Construction", "Agreements", "Costs", "Anti-Corruption Laws", "Assignments", "Headings", "Fees", "Closings", "Remedies", "Specific Performance", "Expenses", "Participations", "Further Assurances", "Venues", "Base Salary", "Solvency", "Releases", "Insurances", "Titles", "Sales", "Amendments", "Applicable Laws", "Definitions", "Severability", "No Defaults", "Tax Withholdings", "Adjustments", "Notices", "Successors"], "gold": ["Successors"]}
+{"input": "As of the Closing Date, neither the Company nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.", "references": ["Venues", "Participations", "Capitalization", "Brokers", "Terms", "Withholdings", "Definitions", "Disability", "Construction", "Qualifications", "Costs", "Amendments", "Approvals", "Use Of Proceeds", "No Waivers", "Counterparts", "Powers", "Payments", "Existence", "Publicity", "Expenses", "Base Salary", "Taxes", "Confidentiality", "Jurisdictions", "Cooperation", "Disclosures", "Warranties", "Enforceability", "Benefits", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "(a)\u00a0During the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower or any other Loan Party under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower and the other Loan Parties or at law or in equity may be exercised by Lender at any time and from time to time, to the extent permitted by applicable law, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of any Individual Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower and each other Loan Party agree that if an Event of Default is continuing (i)\u00a0Lender is not subject to any \u201cone action\u201d or \u201celection of remedies\u201d law or rule, and (ii)\u00a0all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Properties and each Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full, including without limitation, any liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrower\u2019s or any other Loan Party\u2019s defaults under the Loan Documents or other similar fees payable to Servicer or any special servicer in connection therewith.", "references": ["Books", "Definitions", "Waiver Of Jury Trials", "Liens", "Intellectual Property", "Assigns", "Enforcements", "Venues", "Compliance With Laws", "Transactions With Affiliates", "Qualifications", "No Conflicts", "Severability", "Indemnity", "Organizations", "Non-Disparagement", "Positions", "Records", "Powers", "Sanctions", "Capitalization", "Defined Terms", "Forfeitures", "Vesting", "Expenses", "Disclosures", "Terms", "Survival", "Brokers", "Representations", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Settlement Agreement is binding upon the Parties and their respective successors, heirs, legal representatives and permitted assigns.", "references": ["Solvency", "Expenses", "Powers", "Terms", "Closings", "Venues", "Counterparts", "Erisa", "Further Assurances", "Indemnifications", "Insurances", "Warranties", "Base Salary", "Litigations", "Submission To Jurisdiction", "Construction", "Agreements", "Intellectual Property", "Qualifications", "General", "Adjustments", "Employment", "Consent To Jurisdiction", "Vacations", "Governing Laws", "Transactions With Affiliates", "Authorizations", "Confidentiality", "Successors", "Participations", "Assignments"], "gold": ["Assignments"]}
+{"input": "Unless authorized by the Company\u2019s Board of Directors, the General Manager shall be ineligible to participate in the Company\u2019s employee benefits plans, subject to the terms and conditions of the applicable plan documents, and subject to the Company\u2019s right to amend, terminate, increase costs and/or take other similar action with respect to any or all of its benefit plans, as with all other plans and programs of the Company.", "references": ["Adjustments", "Compliance With Laws", "Integration", "Remedies", "Miscellaneous", "Consent To Jurisdiction", "Capitalization", "Survival", "Sales", "Severability", "Terminations", "No Defaults", "Closings", "Publicity", "General", "Subsidiaries", "Modifications", "Assignments", "Change In Control", "Expenses", "Brokers", "Transactions With Affiliates", "Vacations", "Use Of Proceeds", "Existence", "Terms", "Intellectual Property", "Notices", "Approvals", "Jurisdictions", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Lenders and the Administrative Agent shall have received, substantially concurrently with the effectiveness hereof, all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and documented expenses of legal counsel to the Administrative Agent), on or before the Effective Date.", "references": ["Compliance With Laws", "Authorizations", "Assigns", "Vesting", "Severability", "Warranties", "Remedies", "Employment", "Effective Dates", "Enforcements", "Terms", "Construction", "Books", "Miscellaneous", "Interests", "Qualifications", "Amendments", "Forfeitures", "Positions", "Entire Agreements", "No Waivers", "Vacations", "Effectiveness", "Applicable Laws", "Closings", "Cooperation", "Non-Disparagement", "Further Assurances", "Payments", "Arbitration", "Fees"], "gold": ["Fees"]}
+{"input": "Schedule 3.12 to the Disclosure Letter sets forth a description of all insurance maintained by or on behalf of Holdings, the Borrower and the Subsidiaries as of the Second Refinancing Facility Agreement Effective Date.", "references": ["Further Assurances", "Consent To Jurisdiction", "Submission To Jurisdiction", "Representations", "Effectiveness", "Titles", "Governing Laws", "Releases", "Duties", "Waiver Of Jury Trials", "Fees", "Litigations", "Terminations", "Integration", "Withholdings", "Forfeitures", "Approvals", "Disclosures", "Enforceability", "Counterparts", "Costs", "No Waivers", "Sales", "Applicable Laws", "Survival", "Organizations", "Agreements", "Effective Dates", "Records", "Amendments", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Amendment shall be governed and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. The parties hereby irrevocably consent to the personal jurisdiction of the Federal and State courts located in New York, and waive any defense based upon improper venue, inconvenient venue or lack of personal jurisdiction.", "references": ["Consent To Jurisdiction", "Releases", "Survival", "Duties", "Interests", "Erisa", "Sanctions", "Litigations", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Compliance With Laws", "Entire Agreements", "Submission To Jurisdiction", "Construction", "Venues", "Records", "Binding Effects", "Terminations", "Arbitration", "Fees", "Terms", "Transactions With Affiliates", "Forfeitures", "Base Salary", "Existence", "Notices", "No Waivers", "Amendments", "Authority", "Approvals", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Assignment may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. A signed facsimile or electronic copy of this Assignment or a signed portable document format (.pdf) copy of this Assignment shall be binding upon the parties to this Assignment as fully and to the same extent as an original signed copy.", "references": ["Costs", "Assigns", "Litigations", "Effectiveness", "Powers", "No Waivers", "Erisa", "Severability", "Releases", "Authority", "Amendments", "Books", "Adjustments", "Disability", "Headings", "Authorizations", "Waiver Of Jury Trials", "Applicable Laws", "Brokers", "Indemnifications", "Terminations", "Taxes", "Interpretations", "Definitions", "Closings", "Anti-Corruption Laws", "Miscellaneous", "Enforcements", "Qualifications", "Records", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes, including acquisitions or strategic transactions, and shall not use such proceeds: (a) for the satisfaction of any portion of the Company\u2019s debt (other than payment of trade payables in the ordinary course of the Company\u2019s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations .", "references": ["Interests", "No Defaults", "Fees", "Definitions", "Closings", "Assigns", "Modifications", "Books", "Entire Agreements", "Severability", "Capitalization", "Amendments", "Participations", "Employment", "Integration", "Disclosures", "Forfeitures", "Litigations", "Waiver Of Jury Trials", "Adjustments", "Interpretations", "Costs", "Tax Withholdings", "Transactions With Affiliates", "Arbitration", "Sanctions", "Anti-Corruption Laws", "Brokers", "Authorizations", "Consent To Jurisdiction", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Seller is solvent and not subject to any bankruptcy proceedings.", "references": ["Sales", "Amendments", "Defined Terms", "Assigns", "Publicity", "Non-Disparagement", "Disclosures", "Death", "Integration", "Entire Agreements", "Change In Control", "Enforceability", "Erisa", "Compliance With Laws", "Successors", "General", "Employment", "Assignments", "Subsidiaries", "Headings", "No Defaults", "Terminations", "Qualifications", "Jurisdictions", "Organizations", "Vacations", "Books", "Specific Performance", "Brokers", "Authority", "Solvency"], "gold": ["Solvency"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i)\u00a0the elimination of the applicable Fronting Exposure or other obligations or events giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section \u00a010.6(d) ) or (ii)\u00a0the Administrative Agent\u2019s good faith determination that there exists excess Cash Collateral; provided , however , (x)\u00a0that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section \u00a02.14 may be otherwise applied in accordance with Section \u00a08.3 ), and (y)\u00a0the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["Enforcements", "Vacations", "Change In Control", "Severability", "Transactions With Affiliates", "Capitalization", "Waiver Of Jury Trials", "Litigations", "Waivers", "Disability", "Fees", "Authority", "Integration", "Assignments", "Forfeitures", "Employment", "Qualifications", "Tax Withholdings", "Jurisdictions", "Binding Effects", "Subsidiaries", "Effective Dates", "Solvency", "Closings", "Approvals", "Defined Terms", "Adjustments", "Taxes", "Organizations", "Liens", "Releases"], "gold": ["Releases"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, overtly threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings, the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect.", "references": ["Publicity", "Integration", "Indemnifications", "Indemnity", "Further Assurances", "Titles", "Base Salary", "Powers", "No Conflicts", "Effective Dates", "Authorizations", "Non-Disparagement", "Construction", "Successors", "Enforcements", "Terminations", "Fees", "Waivers", "Miscellaneous", "Taxes", "Remedies", "Positions", "Benefits", "Venues", "Headings", "Severability", "Capitalization", "Payments", "Entire Agreements", "Disclosures", "Litigations"], "gold": ["Litigations"]}
+{"input": "If any action or other proceeding relating to the enforcement or interpretation of any provision of this Agreement is brought by a Party, the prevailing Party shall be entitled to recover reasonable attorneys\u2019 fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).", "references": ["Death", "Publicity", "Adjustments", "Authorizations", "Existence", "Titles", "Confidentiality", "Governing Laws", "Vesting", "Notices", "Interests", "Cooperation", "Benefits", "Subsidiaries", "Consents", "Specific Performance", "Litigations", "Insurances", "Waivers", "Headings", "Duties", "Submission To Jurisdiction", "Miscellaneous", "Successors", "Assigns", "Jurisdictions", "Modifications", "Participations", "Remedies", "Solvency", "Expenses"], "gold": ["Expenses"]}
+{"input": "The effective date of your full-time employment with the Company shall be August 6, 2018.", "references": ["Costs", "Liens", "Amendments", "Severability", "Waivers", "Successors", "Further Assurances", "Submission To Jurisdiction", "Warranties", "Capitalization", "Sales", "Titles", "Defined Terms", "Terminations", "Indemnity", "Waiver Of Jury Trials", "Enforcements", "Use Of Proceeds", "Litigations", "Fees", "Forfeitures", "Specific Performance", "Agreements", "Participations", "Publicity", "Qualifications", "Integration", "Expenses", "Releases", "Non-Disparagement", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "No Borrower will directly or indirectly enter into any transaction (including, but not limited to, the sale, lease or exchange of Property or the rendering of services) with any of its Affiliates, other than in the ordinary course of business and upon fair and reasonable terms no less favorable than could be obtained in an arm\u2019s length transaction with a Person which was not an Affiliate.", "references": ["Publicity", "Consent To Jurisdiction", "Effectiveness", "Death", "Waivers", "Notices", "Sales", "Existence", "Governing Laws", "Brokers", "Forfeitures", "Agreements", "General", "Base Salary", "Assignments", "Integration", "Indemnity", "Positions", "Erisa", "Liens", "Venues", "Cooperation", "Representations", "No Waivers", "No Defaults", "Remedies", "Effective Dates", "Insurances", "Duties", "Closings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Company hereby employs Employee for an undefined term in the position of General Manager / Gerente General , commencing on the Effective Date and to perform such services and duties locally as are consistent with such position. Employee shall be based in Costa Rica during the Employment. Employee hereby accepts such employment. During the term of his employment hereunder (the \u201cEmployment Term\u201d), Employee shall devote his time, attention, knowledge and skills faithfully, diligently and to the best of his ability to perform his duties hereunder, and Employee shall not engage in any venture or activity which materially interferes with Employee\u2019s performance of his duties hereunder. The Employee shall also comply with the confidentiality terms and additional conditions within the present contract and Employee undertakes and agrees to comply fully with such additional obligations.", "references": ["Brokers", "Confidentiality", "Benefits", "Definitions", "Organizations", "Non-Disparagement", "Liens", "Transactions With Affiliates", "No Conflicts", "Change In Control", "Binding Effects", "Releases", "Waiver Of Jury Trials", "Interpretations", "Authorizations", "Adjustments", "Terminations", "Miscellaneous", "Specific Performance", "Further Assurances", "Forfeitures", "Publicity", "Effective Dates", "Sanctions", "Submission To Jurisdiction", "No Defaults", "Existence", "Representations", "Assignments", "Warranties", "Employment"], "gold": ["Employment"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g) . Except as set forth on Schedule 3.1(g) , the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company\u2019s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company\u2019s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed on Schedule 3.1(g) , there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g) , there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may be bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Applicable Laws", "Powers", "Death", "Closings", "Participations", "Organizations", "Sales", "Severability", "Modifications", "Change In Control", "Positions", "Records", "Use Of Proceeds", "Vesting", "General", "Venues", "Consent To Jurisdiction", "Assignments", "Authorizations", "Construction", "Defined Terms", "Brokers", "Books", "Governing Laws", "Headings", "Terms", "Effective Dates", "Payments", "No Defaults", "Duties", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "For the services to be performed hereunder during the Period of Employment, Tyson shall pay you at a base salary of $ 1,150,000.00 , which may be adjusted by Tyson from time to time. Such base salary shall be paid in accordance with Tyson\u2019s payroll practice.", "references": ["Disability", "Positions", "Records", "Duties", "Miscellaneous", "Terminations", "Fees", "Binding Effects", "Death", "Publicity", "Specific Performance", "Brokers", "Consent To Jurisdiction", "Sanctions", "Non-Disparagement", "Warranties", "Taxes", "Closings", "Books", "Submission To Jurisdiction", "Change In Control", "Headings", "Notices", "Jurisdictions", "Withholdings", "Qualifications", "Amendments", "Participations", "Counterparts", "Waiver Of Jury Trials", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "All rights, powers and remedies provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable law, and are intended to be limited to the extent (but only to the extent) necessary so that they will not render this Agreement invalid or unenforceable. If any term, covenant, condition, or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remaining terms, covenants, conditions and provisions of this Agreement, or the application of such term, covenant, condition or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Agreement shall be modified and/or limited to the extent necessary to render the same valid and enforceable to the fullest extent permitted by law.", "references": ["Base Salary", "Integration", "Indemnifications", "Authorizations", "Successors", "Representations", "Modifications", "Enforceability", "No Waivers", "No Defaults", "Powers", "Remedies", "Construction", "Waiver Of Jury Trials", "Capitalization", "Disability", "Withholdings", "Positions", "Insurances", "Consent To Jurisdiction", "Vesting", "Survival", "Organizations", "Defined Terms", "Employment", "Governing Laws", "Vacations", "Closings", "Assigns", "Titles", "Severability"], "gold": ["Severability"]}
+{"input": "Th e partie s hav e entere d int o thi s Agreement i n th e belie f tha t it s provisions a r e v a lid , r eas on a b l e and enforceable. If any one or m o re of the provisions shall be held to be invalid, illegal or unenforceable in any respect, such invalidit y , illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein to the fullest extent consistent with the intent of this Agreement. If any provision in this Agreement is found by any court, arbitral tribunal or similar entity to be unenforceable, including because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, then such provision shall be given effect to the maximum extent possible, including by interpreting such provision to extend over the maximum period of time, range of activities and/or geographic area to which it may be enforceable.", "references": ["Expenses", "Venues", "Solvency", "Existence", "Survival", "Severability", "Benefits", "Capitalization", "Authorizations", "Releases", "Assignments", "Anti-Corruption Laws", "Vacations", "Further Assurances", "Compliance With Laws", "Amendments", "Consents", "Insurances", "Authority", "Publicity", "Indemnity", "Books", "Counterparts", "Titles", "Adjustments", "Subsidiaries", "Disclosures", "Financial Statements", "Taxes", "Applicable Laws", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "This Agreement and any Terms Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New\u00a0York.", "references": ["Remedies", "Participations", "Approvals", "No Waivers", "Subsidiaries", "No Defaults", "Organizations", "Tax Withholdings", "Further Assurances", "Existence", "Confidentiality", "Expenses", "Modifications", "Forfeitures", "Survival", "Construction", "Amendments", "Duties", "Integration", "General", "Jurisdictions", "Definitions", "Vesting", "Interests", "Submission To Jurisdiction", "Change In Control", "Insurances", "Non-Disparagement", "Governing Laws", "Entire Agreements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Purchaser represents, warrants and covenants that it is not using the assets of any (a)\u00a0\u201demployee benefit plan\u201d (within the meaning of Section\u00a03(3) of the Employee Retirement Income Security Act of 1974, as amended (\u201c ERISA \u201d)), (b)\u00a0\u201dplan\u201d (within the meaning of Section\u00a04975(e)(1) of the Internal Revenue Code of 1986, as amended (the \u201c Code \u201d)) or (c)\u00a0entity whose underlying assets include \u201cplan assets\u201d by reason of a plan\u2019s investment in such entity, to fund its purchase of the Property under this Agreement.", "references": ["Payments", "Disclosures", "Organizations", "Use Of Proceeds", "Litigations", "Releases", "No Defaults", "Severability", "Expenses", "Records", "Survival", "Specific Performance", "Non-Disparagement", "Change In Control", "Positions", "Construction", "Withholdings", "Benefits", "Capitalization", "Duties", "Employment", "Qualifications", "Applicable Laws", "Insurances", "Approvals", "Books", "Arbitration", "Terms", "No Conflicts", "No Waivers", "Erisa"], "gold": ["Erisa"]}
+{"input": "EACH OF THE PARTIES TO THIS WAIVER AND AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS WAIVER AND AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS SECTION.", "references": ["Solvency", "Confidentiality", "Governing Laws", "Use Of Proceeds", "Counterparts", "Construction", "Sales", "No Defaults", "Employment", "Specific Performance", "Disclosures", "Severability", "Compliance With Laws", "Entire Agreements", "No Waivers", "Subsidiaries", "Warranties", "Costs", "Successors", "Survival", "Forfeitures", "Effective Dates", "Submission To Jurisdiction", "Payments", "Powers", "Enforceability", "Amendments", "Interpretations", "Releases", "Interests", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Except for any filings or clearance required under applicable antitrust or competition related Laws and the filing of the Certificate of Merger with the Secretary of State, all consents, approvals, authorizations and orders (corporate, governmental or otherwise) in respect of, or filing with any Governmental Entity required for, or in connection with, the valid and lawful authorization, execution and delivery and performance by the Purchaser and Merger Sub of this Agreement and the consummation by the Purchaser and Merger Sub of the transactions contemplated hereby have been obtained, including, in the case of the Merger, the approval of the Purchaser as the sole stockholder of Merger Sub.", "references": ["Submission To Jurisdiction", "No Waivers", "Anti-Corruption Laws", "Non-Disparagement", "Venues", "Notices", "Terms", "Taxes", "Employment", "Authority", "Amendments", "Enforcements", "Vacations", "Enforceability", "Costs", "Authorizations", "Warranties", "Consents", "Sales", "Waiver Of Jury Trials", "Definitions", "Severability", "Fees", "Base Salary", "General", "Successors", "Compliance With Laws", "Representations", "Forfeitures", "Vesting", "Approvals"], "gold": ["Approvals"]}
+{"input": "Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing\u2019s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for\u00a0compliance with such obligations.", "references": ["Agreements", "Assignments", "Applicable Laws", "Authority", "Titles", "Venues", "Arbitration", "Payments", "Jurisdictions", "Sanctions", "Adjustments", "Approvals", "Indemnifications", "Terms", "Interpretations", "Interests", "Fees", "Consent To Jurisdiction", "Non-Disparagement", "Qualifications", "Duties", "Change In Control", "Books", "Transactions With Affiliates", "Counterparts", "Litigations", "Releases", "Records", "Survival", "Notices", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "During the Term, Executive will be entitled to receive a base salary (\u201c Base\u00a0Salary \u201d) at an annual rate of $500,000, payable in accordance with Company\u2019s regular payroll practices.", "references": ["Disclosures", "Intellectual Property", "Counterparts", "Miscellaneous", "Duties", "Further Assurances", "Releases", "Litigations", "Assigns", "Binding Effects", "Confidentiality", "Existence", "Use Of Proceeds", "Brokers", "Taxes", "Interpretations", "Indemnifications", "No Defaults", "Agreements", "Severability", "Records", "Non-Disparagement", "Representations", "No Conflicts", "Fees", "Remedies", "Books", "Waivers", "Forfeitures", "Withholdings", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement may be executed in one or more counterparts, and all of such counterparts shall constitute one and the same agreement. The parties agree that facsimile or electronic signatures shall be as effective as if originals.", "references": ["Transactions With Affiliates", "No Defaults", "Payments", "Integration", "Applicable Laws", "Vesting", "Construction", "Qualifications", "Arbitration", "Waivers", "Binding Effects", "Financial Statements", "Powers", "Headings", "Use Of Proceeds", "Insurances", "Costs", "Terms", "Compliance With Laws", "Disclosures", "Enforcements", "Benefits", "Waiver Of Jury Trials", "Employment", "Solvency", "Effective Dates", "Assignments", "Indemnifications", "Miscellaneous", "Consent To Jurisdiction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the improvements to be performed in the Premises for Tenant\u2019s use.\u00a0\u00a0For the purposes of this Lease, \u201c Landlord\u2019s Fourth Amendment Work \u201d consists of the Base Building Work and the Tenant Improvement Work, each as hereinafter defined.\u00a0\u00a0The \u201c Base Building Work \u201d is identified on the Landlord/Tenant Responsibility Matrix attached hereto as Exhibit B-1, Fourth Amendment .\u00a0\u00a0The \u201c Tenant Improvement Work \u201d is: (i) identified on the Landlord/Tenant Responsibility Matrix attached hereto as Exhibit B-1, Fourth Amendment , \u00a0(ii) shown on the Space Plans attached hereto as Exhibit B-2, Fourth Amendment, Sheet 1 , and (iii) shown on the Tenant Equipment List for the First Floor attached hereto as Exhibit B-2, Fourth Amendment, Sheet 2 .\u00a0\u00a0\u00a0The Base Building Work shall be performed at Landlord\u2019s sole cost and expense.\u00a0\u00a0The Tenant Improvement Work shall be performed at Tenant\u2019s cost and expense, subject to Landlord\u2019s Fourth Amendment Contribution, as hereinafter set forth.", "references": ["Warranties", "Vacations", "Compliance With Laws", "Disability", "Waivers", "Expenses", "Costs", "No Waivers", "Non-Disparagement", "Intellectual Property", "Survival", "No Defaults", "Litigations", "Organizations", "Books", "Releases", "Death", "Waiver Of Jury Trials", "Assigns", "Representations", "Taxes", "Disclosures", "Construction", "Financial Statements", "Publicity", "General", "Successors", "Forfeitures", "Solvency", "Effective Dates", "Definitions"], "gold": ["Definitions"]}
+{"input": "If the Facility is increased in accordance with this Section 2.15 , the Administrative Agent and the Borrowers shall determine the effective date (the \u201c Increase Effective Date \u201d) and the final allocation of such Facility Increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such Facility Increase and the Increase Effective Date.", "references": ["Construction", "Enforceability", "Consents", "Authority", "Confidentiality", "Existence", "Terms", "Adjustments", "Effectiveness", "Interpretations", "Non-Disparagement", "Submission To Jurisdiction", "Records", "No Defaults", "No Waivers", "Transactions With Affiliates", "Miscellaneous", "Participations", "No Conflicts", "Powers", "Binding Effects", "Disability", "Change In Control", "Warranties", "Publicity", "Use Of Proceeds", "Integration", "Sanctions", "Indemnifications", "Representations", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The rights and obligations of the Parties under Sections 4(e) , 4(i) , 5(a)(ii) , 5(b)(i) , 5(f) , 6 , 7 , 8 , 14 , 15 , 20 , 21 , 23 , 24 , and 26 shall survive the expiration and/or termination of this Agreement and the termination of Executive\u2019s employment hereunder for the periods expressly designated in such sections or, if no such period is designated, for the maximum period permissible under applicable law.", "references": ["Effective Dates", "Positions", "Intellectual Property", "Employment", "Severability", "Specific Performance", "Consents", "Subsidiaries", "Enforcements", "Amendments", "Waivers", "Terms", "Insurances", "Litigations", "Participations", "General", "Definitions", "Assignments", "Enforceability", "Costs", "Withholdings", "Assigns", "Further Assurances", "Terminations", "Miscellaneous", "Warranties", "Jurisdictions", "Records", "Liens", "Counterparts", "Survival"], "gold": ["Survival"]}
+{"input": "Each payment made by any of the New Gates Parties pursuant to this Agreement shall be paid by wire transfer of immediately available funds to such account or accounts as specified by the relevant Manager to such New Gates Party prior to such payment.", "references": ["Agreements", "Powers", "Governing Laws", "Non-Disparagement", "General", "Solvency", "Erisa", "Litigations", "Intellectual Property", "Enforcements", "Vesting", "Submission To Jurisdiction", "Withholdings", "Taxes", "No Conflicts", "Forfeitures", "Assignments", "Sanctions", "Survival", "Terms", "Insurances", "Change In Control", "Terminations", "Consent To Jurisdiction", "Warranties", "Anti-Corruption Laws", "Arbitration", "Death", "Expenses", "Records", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which shall constitute one and the same instrument.", "references": ["No Waivers", "Definitions", "Releases", "Base Salary", "Cooperation", "Terms", "Vesting", "Change In Control", "Amendments", "Entire Agreements", "Capitalization", "Brokers", "Representations", "Existence", "Specific Performance", "Authority", "Qualifications", "Defined Terms", "Modifications", "Arbitration", "Approvals", "Consent To Jurisdiction", "Employment", "Transactions With Affiliates", "Expenses", "Survival", "Governing Laws", "Payments", "Remedies", "Subsidiaries", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement and the collateral agreements executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the Exchange and related transactions, and supersede all prior agreements, written or oral, with respect thereto.", "references": ["Benefits", "Records", "Brokers", "Insurances", "Integration", "Sanctions", "Headings", "Subsidiaries", "Death", "Tax Withholdings", "Transactions With Affiliates", "Amendments", "Terms", "Existence", "Waiver Of Jury Trials", "Vesting", "No Conflicts", "Notices", "Applicable Laws", "Solvency", "Participations", "Warranties", "Venues", "Organizations", "Powers", "Successors", "Books", "Vacations", "Confidentiality", "Approvals", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Subject to the terms and conditions set forth herein, the Borrower may request the issuance of (and the Issuing Bank agrees to issue) Letters of Credit for the Borrower\u2019s own account or the account of any of its Subsidiaries at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such funding is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement.", "references": ["Litigations", "Withholdings", "Specific Performance", "Arbitration", "Releases", "Authorizations", "Effectiveness", "Forfeitures", "Brokers", "Interests", "Definitions", "Interpretations", "Tax Withholdings", "Indemnity", "Approvals", "Defined Terms", "Publicity", "Terminations", "Applicable Laws", "No Waivers", "Non-Disparagement", "Use Of Proceeds", "Sales", "Taxes", "Construction", "Waiver Of Jury Trials", "Successors", "No Conflicts", "Consent To Jurisdiction", "Integration", "General"], "gold": ["General"]}
+{"input": "(i)\u00a0There is no action, suit, proceeding or investigation pending or, to the knowledge of such Person, threatened, against such Person before any Governmental Authority and (ii)\u00a0such Person is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) \u00a0and (ii) , (A) asserts the invalidity of this Agreement or any other Transaction Document, (B)\u00a0seeks to prevent the grant of a security interest in any Collateral by such Person to the Administrative Agent, the ownership or acquisition by such Person of any Pool Receivable or other Collateral or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, (C)\u00a0seeks any determination or ruling that could materially and adversely affect the performance by such Person of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document or (D)\u00a0individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Material Adverse Effect.", "references": ["Powers", "Waiver Of Jury Trials", "No Defaults", "Adjustments", "Non-Disparagement", "Terminations", "Submission To Jurisdiction", "Confidentiality", "Disclosures", "Authorizations", "Fees", "Jurisdictions", "Transactions With Affiliates", "Disability", "Intellectual Property", "Insurances", "Survival", "No Waivers", "Approvals", "Benefits", "Cooperation", "Titles", "Subsidiaries", "Terms", "Use Of Proceeds", "Anti-Corruption Laws", "Organizations", "Taxes", "Participations", "Effectiveness", "Litigations"], "gold": ["Litigations"]}
+{"input": "Renewal Date Consulting Term.", "references": ["Change In Control", "Organizations", "Jurisdictions", "Death", "Books", "Approvals", "Terminations", "Titles", "Counterparts", "Applicable Laws", "Headings", "Disability", "Enforceability", "Litigations", "Remedies", "Fees", "Taxes", "Further Assurances", "Consent To Jurisdiction", "Existence", "Records", "Waiver Of Jury Trials", "Use Of Proceeds", "Closings", "Powers", "Interests", "Employment", "Enforcements", "Benefits", "Arbitration", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement shall terminate, and be of no further force and effect, upon the earliest to occur of: (a)\u00a0the termination of the Business Combination Agreement in accordance with the terms thereof; (b)\u00a0the consummation of a Company Sale; (c)\u00a0mutual written consent of the parties hereto; and (d)\u00a0Steiner Leisure beneficially owns less than 5.00% of the issued and outstanding Dory Parent Common Shares; provided , that Section \u00a01(e) , Section \u00a01(g) , Section \u00a03 and Sections 4 through 20 (to the extent related to the foregoing) shall not terminate upon the occurrence of the event described in clause (d)\u00a0and shall continue to be in full force and effect (notwithstanding clause (d)) until any the time at which the Steiner Director no longer serves as a director of Dory Parent.", "references": ["Waiver Of Jury Trials", "Applicable Laws", "Titles", "Positions", "Venues", "Indemnity", "Headings", "Records", "Enforceability", "Litigations", "Authorizations", "Definitions", "Disability", "Employment", "Sanctions", "Existence", "Jurisdictions", "Participations", "Withholdings", "Non-Disparagement", "Organizations", "Forfeitures", "No Conflicts", "Consent To Jurisdiction", "Submission To Jurisdiction", "Cooperation", "Authority", "Interpretations", "Books", "Publicity", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. The Board shall have authority, subject to the express provisions of this Agreement, to interpret this Agreement, to establish, amend, and rescind any rules and regulations relating to this Agreement, to modify the terms and provisions of this Agreement, and to make all other determinations in the judgment of the Board necessary or desirable for the administration of this Agreement. The Board may correct any defect or supply any omission or reconcile any inconsistency in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Board under the provisions of this Section shall be final, conclusive, and binding for all purposes. Except as otherwise provided in this Section, any amendment of this Agreement that materially adversely affects the Executive shall require the written consent of the Executive.", "references": ["Subsidiaries", "Cooperation", "Titles", "Authority", "No Defaults", "Employment", "Vacations", "Payments", "Adjustments", "Miscellaneous", "Representations", "Enforceability", "Non-Disparagement", "Notices", "Costs", "Sales", "Qualifications", "Waiver Of Jury Trials", "Duties", "Indemnifications", "Effective Dates", "Base Salary", "Positions", "Effectiveness", "Records", "Sanctions", "Submission To Jurisdiction", "Interpretations", "Modifications", "Survival", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement and its terms shall be kept confidential by Employee, except that Employee may disclose the terms of this Agreement to Employee\u2019s attorneys and accountants. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Employee from confidentially or otherwise (without informing the Company) communicating or filing a charge or complaint with a governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation, or giving truthful testimony or disclosures to a governmental agency or regulatory entity, or if properly subpoenaed or otherwise required to do so under applicable law.", "references": ["Duties", "Defined Terms", "Disclosures", "Payments", "Further Assurances", "Vesting", "Cooperation", "Counterparts", "Books", "Compliance With Laws", "Definitions", "Remedies", "Terms", "Binding Effects", "Fees", "Titles", "No Conflicts", "Terminations", "Miscellaneous", "Amendments", "Sanctions", "No Waivers", "Forfeitures", "Transactions With Affiliates", "General", "Publicity", "Notices", "Interpretations", "Entire Agreements", "Insurances", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.", "references": ["Forfeitures", "Interests", "Records", "Amendments", "Costs", "Insurances", "Brokers", "Anti-Corruption Laws", "Definitions", "Binding Effects", "Enforceability", "Releases", "No Conflicts", "Defined Terms", "Existence", "Change In Control", "Authorizations", "Litigations", "Indemnifications", "Terminations", "No Defaults", "General", "Participations", "Powers", "Indemnity", "Closings", "Interpretations", "Solvency", "Submission To Jurisdiction", "No Waivers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York without giving effect to choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.", "references": ["Anti-Corruption Laws", "Death", "No Waivers", "Venues", "Successors", "Publicity", "Interpretations", "Assigns", "Powers", "Use Of Proceeds", "General", "Tax Withholdings", "Titles", "Integration", "Books", "Change In Control", "Binding Effects", "Forfeitures", "Benefits", "Vesting", "Modifications", "Qualifications", "Approvals", "Indemnity", "Confidentiality", "Non-Disparagement", "Consent To Jurisdiction", "Agreements", "Arbitration", "Insurances", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Subject to Section \u00a02.1 , at the request of any Account Party, each Lender agrees, on and subject to the terms and conditions of this Agreement, to issue Letters of Credit as Syndicated Letters of Credit for the account of such Account Party in Dollars from time to time during the Availability Period. Each Syndicated Letter of Credit shall be issued severally by all of the Lenders acting through the LC Administrator, at the time of issuance as a single multi-bank letter of credit, and shall be substantially in the form of Exhibit F with such changes therein as the LC Administrator (in consultation with the applicable Account Party) determines are acceptable to it and not adverse to the interests of the Lenders, provided that it is the intention of the parties to this Agreement that Syndicated Letters of Credit issued to support reinsurance-related obligations shall have terms and conditions necessary to qualify such Syndicated Letters of Credit as permissible collateral under applicable Law and, subject to the terms and conditions of this Agreement, the LC Issuers agree to issue such Syndicated Letters of Credit.", "references": ["Closings", "Venues", "Change In Control", "Effectiveness", "Consent To Jurisdiction", "Fees", "Defined Terms", "Disclosures", "Erisa", "Records", "Solvency", "Definitions", "Modifications", "Effective Dates", "Miscellaneous", "Cooperation", "Successors", "Governing Laws", "Positions", "Tax Withholdings", "Anti-Corruption Laws", "Integration", "Submission To Jurisdiction", "Capitalization", "Subsidiaries", "Specific Performance", "Releases", "Approvals", "Interests", "Qualifications", "General"], "gold": ["General"]}
+{"input": "The execution, delivery and performance of this Agreement and the other Loan Documents to which any of the Company, the Subsidiary Borrowers or the Guarantors is a party and the transactions contemplated hereby and thereby (i)\u00a0are within the authority of such Person, (ii)\u00a0have been duly authorized by all necessary proceedings on the part of such Person, (iii)\u00a0do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to such Person except as would not reasonably be expected to have a Material Adverse Effect, (iv)\u00a0do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of, or any material agreement or other material instrument binding upon, such Person or any of its properties, (v)\u00a0do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Person other than liens and encumbrances in favor of the Administrative Agent contemplated by this Agreement and the other Loan Documents, and (vi)\u00a0do not require any material approval or consent of any Person other than those already obtained and as are in full force and effect.", "references": ["Compliance With Laws", "Intellectual Property", "Disability", "Entire Agreements", "Benefits", "Vacations", "Use Of Proceeds", "Organizations", "Sanctions", "Powers", "Arbitration", "Miscellaneous", "Capitalization", "Interpretations", "Cooperation", "Employment", "Notices", "Expenses", "Vesting", "Effective Dates", "Transactions With Affiliates", "Adjustments", "Remedies", "Representations", "Sales", "Assigns", "Enforceability", "Headings", "Effectiveness", "Jurisdictions", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Amendment shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The exchange of a fully executed Amendment (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Amendment.", "references": ["Expenses", "Assignments", "Closings", "Headings", "Subsidiaries", "Venues", "Waiver Of Jury Trials", "Jurisdictions", "Effectiveness", "Sanctions", "Applicable Laws", "Withholdings", "Terms", "Non-Disparagement", "Consents", "Records", "Employment", "Further Assurances", "Confidentiality", "Remedies", "Disability", "Fees", "Enforceability", "Specific Performance", "Use Of Proceeds", "Severability", "Disclosures", "Warranties", "Miscellaneous", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "During the Consulting Term, Consultant will be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him (in accordance with the policies and procedures established by the Company), in connection with his performing Services hereunder. Reimbursements shall be made in accordance with the Company\u2019s normal expense reimbursement policies and procedures (including timing), and such reimbursements will be made no later than the last day of Consultant\u2019s taxable year following the taxable year in which the expense was incurred. The expenses reimbursed during any taxable year of the Consultant will not affect the expenses paid by the Company in another taxable year. This right to reimbursement is not subject to liquidation or exchange for another benefit.", "references": ["Transactions With Affiliates", "Interpretations", "Non-Disparagement", "Assignments", "Insurances", "Publicity", "Assigns", "Subsidiaries", "Warranties", "Submission To Jurisdiction", "No Defaults", "Capitalization", "Solvency", "Costs", "Withholdings", "Vacations", "Construction", "Effective Dates", "Consents", "Benefits", "Indemnity", "Specific Performance", "Waivers", "Forfeitures", "Liens", "Titles", "Employment", "Fees", "Organizations", "Records", "Expenses"], "gold": ["Expenses"]}
+{"input": "Except as disclosed in writing to Purchaser prior to the Effective Date, there is no action, suit or proceeding, or any order, decree or judgment, at law or in equity pending or, to Seller\u2019s knowledge, threatened against any Interests, Seller, Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner that, if adversely determined, would have a material adverse effect on the financial condition or results of operations of any Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner, or that challenges or impairs Seller\u2019s ability to execute, deliver or perform under this Agreement or to assign the Interests, or to consummate the transaction as contemplated herein. Except as disclosed in writing to Purchaser prior to the Effective Date, to Seller\u2019s knowledge, there is no action, suit or proceeding, or any order, decree or judgment, at law or in equity pending or threatened against the Properties that, if adversely determined, would have a material adverse effect on the financial condition or results of operations of the Properties, or that challenges or impairs Seller\u2019s ability to execute, deliver or perform under this Agreement or to assign the Interests, or to consummate the transaction as contemplated herein.", "references": ["Financial Statements", "Existence", "Taxes", "Indemnity", "Enforceability", "Waiver Of Jury Trials", "No Waivers", "Capitalization", "Transactions With Affiliates", "Severability", "Defined Terms", "Sales", "Non-Disparagement", "Releases", "Consents", "Interpretations", "Miscellaneous", "Construction", "No Conflicts", "Effectiveness", "Books", "Disclosures", "Expenses", "Anti-Corruption Laws", "Closings", "Participations", "Powers", "Further Assurances", "Venues", "Jurisdictions", "Litigations"], "gold": ["Litigations"]}
+{"input": "This letter agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument.", "references": ["Warranties", "Expenses", "General", "Intellectual Property", "Base Salary", "Qualifications", "Insurances", "Use Of Proceeds", "Severability", "Change In Control", "Fees", "Construction", "No Defaults", "Costs", "Interpretations", "Solvency", "Vacations", "Compliance With Laws", "No Waivers", "Remedies", "Survival", "Titles", "Further Assurances", "Notices", "Subsidiaries", "No Conflicts", "Disability", "Tax Withholdings", "Withholdings", "Approvals", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Grantee shall maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his or her benefit or the benefit of any person, firm, corporation or other entity, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company\u2019s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, business plans, designs, marketing or other business strategies, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets.\u00a0 Notwithstanding anything herein to the contrary, nothing shall prohibit the Grantee from disclosing any information that is generally known by the public.", "references": ["Notices", "Arbitration", "Indemnifications", "Records", "Governing Laws", "Non-Disparagement", "General", "Releases", "Change In Control", "Modifications", "Subsidiaries", "Authority", "No Waivers", "Forfeitures", "Participations", "Positions", "Erisa", "Disclosures", "Warranties", "Terminations", "Death", "Authorizations", "No Defaults", "Anti-Corruption Laws", "Integration", "Titles", "Tax Withholdings", "Approvals", "Closings", "Insurances", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.", "references": ["Publicity", "Participations", "General", "Financial Statements", "Taxes", "Capitalization", "Consents", "Litigations", "Adjustments", "Closings", "Insurances", "Base Salary", "Titles", "Governing Laws", "Effective Dates", "Arbitration", "Vesting", "Binding Effects", "Death", "Interpretations", "Warranties", "No Conflicts", "Liens", "Payments", "Intellectual Property", "Construction", "Effectiveness", "Representations", "Successors", "Brokers", "Severability"], "gold": ["Severability"]}
+{"input": "The Contract wi ll begin on March 6, 2015 and shall replace the previ o u s employment contra c t between the Employee and the Employe r dated Mar c h 4, 2004. The Contract shall l ast for an unlimited period of time. The Contract may be termi n ated in writing by either party as per the end of a calendar month w i th a notice period of 6 months.", "references": ["Fees", "Representations", "Books", "Anti-Corruption Laws", "Construction", "Duties", "Death", "Definitions", "Litigations", "Agreements", "Further Assurances", "Benefits", "Organizations", "Intellectual Property", "Subsidiaries", "Venues", "Sales", "Waiver Of Jury Trials", "Modifications", "Closings", "Arbitration", "Costs", "Enforcements", "Qualifications", "Waivers", "Counterparts", "Authority", "Effectiveness", "Participations", "Taxes", "Terms"], "gold": ["Terms"]}
+{"input": "On and as of the Closing Date, the Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule 6.12 (with each Subsidiary that is (x) a Subsidiary Guarantor or (y) an Immaterial Subsidiary on the Closing Date identified as such).", "references": ["Brokers", "Titles", "Consent To Jurisdiction", "Severability", "Insurances", "Costs", "Applicable Laws", "Closings", "Binding Effects", "Withholdings", "Releases", "Enforceability", "Remedies", "Expenses", "Defined Terms", "No Conflicts", "Venues", "Headings", "Vesting", "Notices", "Integration", "General", "Waiver Of Jury Trials", "Terms", "Change In Control", "Consents", "Records", "Enforcements", "Base Salary", "Existence", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Executive understands and agrees that nothing in this Agreement shall be construed to prohibit Executive from making disclosures to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission (\u201c EEOC \u201d), SEC or any other federal, state or local governmental agency or commission. This Agreement does not impose any condition precedent (such as prior notice to the Company Group), any penalty, or any other restriction or limitation adversely affecting Executive\u2019s rights regarding any governmental agency disclosure, report, claim or investigation. Notwithstanding the foregoing, Executive agrees to waive Executive\u2019s right to recover monetary damages or other personal relief in any charge, complaint, or lawsuit that Executive has filed or might file or which might be filed on Executive\u2019s behalf. The Company and Executive further understand and agree that nothing in this Agreement limits Executive\u2019s right to receive an award for information provided to the SEC or under any of its programs.", "references": ["Terms", "Costs", "Defined Terms", "Qualifications", "Base Salary", "Benefits", "Warranties", "Death", "No Conflicts", "Specific Performance", "Duties", "Effective Dates", "Cooperation", "Forfeitures", "Positions", "Capitalization", "Subsidiaries", "Vesting", "No Waivers", "Closings", "Counterparts", "Construction", "Erisa", "Powers", "Notices", "Interpretations", "Agreements", "Liens", "Authorizations", "Titles", "Participations"], "gold": ["Participations"]}
+{"input": "The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.", "references": ["Employment", "Arbitration", "Indemnifications", "Organizations", "Subsidiaries", "Indemnity", "Further Assurances", "Sanctions", "Cooperation", "Erisa", "Defined Terms", "Records", "Notices", "Expenses", "Definitions", "Taxes", "General", "Effectiveness", "Assignments", "Use Of Proceeds", "Representations", "Interests", "Positions", "Enforceability", "Costs", "Disclosures", "Survival", "No Waivers", "Binding Effects", "Warranties", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "All written information (including the information set forth in the Information Memorandum) and all information that is formally presented at a general meeting (which may be a telephonic meeting) of the Lenders (in any such case, other than any projections, estimates, forecasts and other forward-looking information and information of a general economic or industry-specific nature) furnished by or on behalf of the Company or any Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any other Loan Document, when taken as a whole and after giving effect to all supplements and updates thereto, does not (when furnished) contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading (when taken as a whole) in light of the circumstances under which such statements are made; provided that, with respect to forecasts or projections of financial information with respect to the Company or any Subsidiary so furnished to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any other Loan Document, the Company represents only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time prepared (it being understood by the Administrative Agent and the Lenders that any such projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Company or its Subsidiaries, that no assurances can be given that such projections will be realized and that actual results may differ materially from such projections).", "references": ["Vesting", "Payments", "Qualifications", "Binding Effects", "Authority", "Costs", "Closings", "Amendments", "Effectiveness", "Subsidiaries", "Indemnity", "Erisa", "Solvency", "Effective Dates", "Releases", "Existence", "Consent To Jurisdiction", "Participations", "Powers", "Financial Statements", "Use Of Proceeds", "Specific Performance", "Organizations", "Waiver Of Jury Trials", "Indemnifications", "Death", "Entire Agreements", "Construction", "Enforcements", "Disability", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section\u00a018 below, in writing after the Award is issued, a grantee\u2019s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee\u2019s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.", "references": ["Brokers", "Positions", "Vesting", "Enforceability", "Costs", "Closings", "Subsidiaries", "Organizations", "Withholdings", "Submission To Jurisdiction", "Tax Withholdings", "Further Assurances", "Vacations", "General", "Participations", "Amendments", "Records", "Publicity", "Waiver Of Jury Trials", "Titles", "Disability", "Base Salary", "Insurances", "Payments", "Expenses", "Employment", "Disclosures", "Use Of Proceeds", "Liens", "Warranties", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement and all actions arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.", "references": ["Disability", "Death", "Benefits", "Jurisdictions", "Insurances", "Assignments", "Qualifications", "No Waivers", "Counterparts", "Capitalization", "Transactions With Affiliates", "Sanctions", "Titles", "Effective Dates", "Indemnity", "Notices", "Successors", "Waivers", "Releases", "Headings", "General", "Amendments", "Disclosures", "Indemnifications", "Integration", "Venues", "Use Of Proceeds", "Authority", "Publicity", "Erisa", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Transactions (i)\u00a0do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents and registration of a financing statement on the Jersey SIR in respect of the Jersey Collateral Agreements (which registration will be made on or prior to the date hereof), (ii) will not violate in any material respect any applicable law or regulation or the charter, by-laws or other organizational or constitutional documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii)\u00a0will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its material assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (iv)\u00a0will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than Liens created pursuant to or otherwise permitted under the Loan Documents).", "references": ["Severability", "Terminations", "Solvency", "Duties", "Books", "Existence", "Counterparts", "Waivers", "Warranties", "Survival", "Authority", "Remedies", "Modifications", "Anti-Corruption Laws", "Forfeitures", "Definitions", "Benefits", "Jurisdictions", "No Defaults", "Non-Disparagement", "Powers", "Consents", "Indemnity", "Successors", "Base Salary", "Authorizations", "Interests", "Taxes", "Effectiveness", "Approvals", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors\u2019 rights generally, regardless of whether considered in a proceeding in equity or at law.", "references": ["Change In Control", "Powers", "Costs", "Intellectual Property", "Taxes", "Assigns", "Indemnifications", "Definitions", "Adjustments", "Consents", "Sales", "Litigations", "No Waivers", "Non-Disparagement", "Organizations", "Releases", "Expenses", "Interpretations", "Employment", "Indemnity", "Base Salary", "Governing Laws", "Qualifications", "Notices", "Venues", "Closings", "Titles", "Withholdings", "Insurances", "Effective Dates", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes, including, but not limited to, research and development activities, and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents (other than purchases and redemptions of shares of Common Stock held by employees, officers or directors of the Company in connection with the satisfaction of the exercise price of compensatory awards or the satisfaction of tax withholding obligations) or (b) in violation of FCPA or OFAC regulations.", "references": ["Entire Agreements", "No Defaults", "Taxes", "Releases", "Insurances", "Benefits", "Terminations", "Representations", "Enforcements", "Modifications", "Amendments", "Withholdings", "Forfeitures", "Further Assurances", "Notices", "Costs", "Specific Performance", "Liens", "Tax Withholdings", "Titles", "Integration", "Assignments", "Governing Laws", "Employment", "Survival", "Interpretations", "Terms", "Consents", "Severability", "Sales", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Assignor hereby assigns to the Assignee the Assigned Interest/Rights effective on the Effective Date in accordance with this Assignment and Assumption Agreement and the Asset Purchase Agreement.", "references": ["Venues", "Interpretations", "Sanctions", "Payments", "Entire Agreements", "Capitalization", "Enforcements", "Financial Statements", "Non-Disparagement", "Qualifications", "Disclosures", "Forfeitures", "Survival", "Interests", "No Waivers", "Submission To Jurisdiction", "Consents", "Integration", "Organizations", "Withholdings", "Confidentiality", "Binding Effects", "Adjustments", "Specific Performance", "Waivers", "Assigns", "Notices", "Releases", "Warranties", "Transactions With Affiliates", "Assignments"], "gold": ["Assignments"]}
+{"input": "Employee represents that he has (a) read and completely understands this Agreement and (b) had an opportunity to consult with such legal and other advisers as he has desired in connection with this Agreement.\u00a0 This Agreement shall not be construed against any one of the Parties.", "references": ["Insurances", "Warranties", "Use Of Proceeds", "Venues", "Assignments", "Powers", "Compliance With Laws", "Costs", "Consent To Jurisdiction", "Erisa", "Terms", "Employment", "Base Salary", "Assigns", "Cooperation", "Confidentiality", "No Conflicts", "Brokers", "Anti-Corruption Laws", "Disclosures", "Sales", "Survival", "No Defaults", "Consents", "Positions", "Specific Performance", "Interpretations", "Records", "Arbitration", "No Waivers", "Construction"], "gold": ["Construction"]}
+{"input": "The execution and delivery by the Executive of this Agreement, and the performance by the Executive of its obligations hereunder, do not and will not (i) violate or conflict with any law, ordinance, or regulation, or order, decree or judgment of any arbitrator, court or administrative or other governmental body which is applicable to, binding upon or enforceable against the Executive or any of his assets, (ii) constitute or result in any breach of any of the terms, provisions, conditions of, or constitute a default under, or an event which, with notice or lapse of time or both, would constitute a default under, any indenture, agreement, contract or other document to which the Executive is a party or by which the Executive may be bound or (iii) require the consent or approval of any court, governmental authority or other person. Neither the execution, delivery nor performance of this Agreement, nor the consummation by the Executive of the obligations contemplated hereby requires the consent of, authorization by, exemption from, filing with or notice to any governmental entity or any other person.", "references": ["Withholdings", "Releases", "Venues", "Miscellaneous", "General", "Integration", "Terminations", "Successors", "Employment", "Compliance With Laws", "Governing Laws", "Brokers", "Liens", "No Waivers", "Applicable Laws", "Sanctions", "Survival", "Taxes", "Publicity", "Non-Disparagement", "Payments", "Representations", "Specific Performance", "Change In Control", "Base Salary", "Qualifications", "Remedies", "Interests", "Anti-Corruption Laws", "Amendments", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Each Party shall bear its or her own attorneys' fees and costs incurred through the execution of this Agreement.", "references": ["Binding Effects", "Specific Performance", "Payments", "Use Of Proceeds", "Headings", "Tax Withholdings", "No Conflicts", "Venues", "Erisa", "Titles", "General", "Powers", "Waivers", "Construction", "Organizations", "Litigations", "Adjustments", "Vesting", "Closings", "Expenses", "Sanctions", "Consent To Jurisdiction", "Defined Terms", "Entire Agreements", "Death", "Disclosures", "Anti-Corruption Laws", "Insurances", "Vacations", "Financial Statements", "Costs"], "gold": ["Costs"]}
+{"input": "No provision of this Note shall be modified or limited except by an agreement signed by both you and me. The unenforceability of any provision of this Note shall not affect the enforceability or validity of any other provision of this Note.", "references": ["Base Salary", "Existence", "Indemnifications", "Taxes", "Remedies", "Arbitration", "Closings", "Applicable Laws", "Vacations", "Modifications", "Duties", "Withholdings", "Intellectual Property", "Successors", "Definitions", "Publicity", "Benefits", "Transactions With Affiliates", "Solvency", "Participations", "Confidentiality", "Effective Dates", "Cooperation", "Assigns", "Authority", "Use Of Proceeds", "Entire Agreements", "Severability", "Enforceability", "Consent To Jurisdiction", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Such Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to such Borrower or such Subsidiary than could be obtained on an arm\u2019s-length basis from unrelated third parties, (b) transactions between or among the Company and its wholly owned Subsidiaries not involving any other Affiliate and (c) any transaction permitted by Sections 6.01 , 6.03 , 6.04 , 6.06 and 6.09 .", "references": ["Participations", "Organizations", "Use Of Proceeds", "Death", "Waiver Of Jury Trials", "Authorizations", "Existence", "Agreements", "Litigations", "Waivers", "Indemnifications", "Binding Effects", "Vesting", "Integration", "Vacations", "Specific Performance", "Modifications", "Payments", "Cooperation", "Qualifications", "No Conflicts", "Anti-Corruption Laws", "Definitions", "Adjustments", "Applicable Laws", "Interests", "Remedies", "Indemnity", "No Defaults", "Headings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "On the Closing Date, after giving effect to the Transactions, the Borrower and its Subsidiaries, on a consolidated basis taken as a whole, are Solvent.", "references": ["Modifications", "Financial Statements", "Forfeitures", "Litigations", "Submission To Jurisdiction", "Use Of Proceeds", "Non-Disparagement", "Employment", "Entire Agreements", "Change In Control", "Construction", "Anti-Corruption Laws", "Assigns", "Subsidiaries", "Liens", "Positions", "Disclosures", "Taxes", "Integration", "Waivers", "Effectiveness", "Duties", "Defined Terms", "Releases", "Adjustments", "Indemnifications", "General", "Consent To Jurisdiction", "Confidentiality", "Sanctions", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each Originator hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Buyer or the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the purchases and contributions made hereunder or under the Receivables Financing Agreement and/or security interest granted pursuant to the Receivables Financing Agreement or any other Transaction Document, or to enable the Buyer or the Administrative Agent (on behalf of the Lenders) to exercise and enforce their respective rights and remedies hereunder, under the Receivables Financing Agreement or under any other Transaction Document. Without limiting the foregoing, such Originator hereby authorizes, and will, upon the request of the Buyer or the Administrative Agent, at such Originator\u2019s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Buyer or Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.", "references": ["Disclosures", "Compliance With Laws", "Books", "Governing Laws", "Anti-Corruption Laws", "Representations", "Amendments", "Financial Statements", "Organizations", "Vacations", "Taxes", "Survival", "Warranties", "Expenses", "Intellectual Property", "General", "Powers", "Modifications", "Specific Performance", "Applicable Laws", "Non-Disparagement", "Brokers", "Successors", "Disability", "Terminations", "Arbitration", "Closings", "Base Salary", "Integration", "Adjustments", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "As of the Closing Date, (a) \u00a0Schedule \u00a06.13 sets forth the name and jurisdiction of incorporation of each Subsidiary of a Group Member and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Group Member and (b)\u00a0there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than (i) \u00a0stock options granted to employees or directors and (ii) \u00a0directors\u2019 qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary. Each Subsidiary of the Borrower, other than Excluded Subsidiaries, is a Guarantor.", "references": ["No Waivers", "No Conflicts", "Binding Effects", "Solvency", "Survival", "General", "Non-Disparagement", "Jurisdictions", "Qualifications", "Forfeitures", "Defined Terms", "Tax Withholdings", "Further Assurances", "Transactions With Affiliates", "Duties", "Records", "Integration", "Interests", "Counterparts", "Indemnifications", "Waivers", "Payments", "Enforcements", "Base Salary", "Adjustments", "Litigations", "Modifications", "Employment", "Approvals", "Taxes", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Neither this Agreement nor any rights of the parties hereto may be assigned to any other Person.", "references": ["Solvency", "Powers", "Governing Laws", "Interests", "Assigns", "Amendments", "Indemnity", "Indemnifications", "Counterparts", "Enforceability", "Notices", "Defined Terms", "Payments", "Use Of Proceeds", "Effective Dates", "Vacations", "Jurisdictions", "Liens", "Forfeitures", "Consents", "Withholdings", "Adjustments", "Duties", "Erisa", "Cooperation", "Construction", "Severability", "Arbitration", "Interpretations", "Publicity", "Assignments"], "gold": ["Assignments"]}
+{"input": "Unless otherwise agreed by the Company (or any of its Affiliates) in a written employment agreement or employment letter with such Participant, or as specified in an Award Agreement, \u201cDisability\u201d shall have the meaning of such term as set forth in Section 409A of the Code. The Disability determination shall be in the sole discretion of the Committee.", "references": ["Agreements", "Taxes", "Notices", "Representations", "Adjustments", "Qualifications", "Base Salary", "Authority", "Enforcements", "Insurances", "Assignments", "Publicity", "Books", "Powers", "No Conflicts", "Applicable Laws", "Change In Control", "Records", "Indemnifications", "Use Of Proceeds", "Waivers", "Existence", "Financial Statements", "Duties", "Non-Disparagement", "Specific Performance", "Closings", "Definitions", "Remedies", "Organizations", "Disability"], "gold": ["Disability"]}
+{"input": "The Company shall, by 9:00 a.m. (New York City time) on January 9, 2018, (a) file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, including the Transaction Documents as exhibits thereto, with the Commission (the \u201c Form 8-K \u201d) and (b) issue the press release of the Company that was previously disclosed to the Purchasers (the \u201c Press Release \u201d). From and after the later of the (i) filing of the Form 8-K and (ii) the issuance of the Press Release, but in no event later than 9:00 a.m. (New York City time) on January 9, 2018, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon later of the (i) filing of the Form 8-K and (ii) the issuance of the Press Release, but in no event later than 9:00 a.m. (New York City time) on January 9, 2018, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Disability", "Integration", "Death", "Sanctions", "Entire Agreements", "Tax Withholdings", "Survival", "Existence", "Agreements", "General", "Remedies", "Authority", "Interpretations", "Books", "Representations", "Successors", "Transactions With Affiliates", "Qualifications", "Non-Disparagement", "Jurisdictions", "Closings", "Authorizations", "Change In Control", "No Conflicts", "Positions", "Powers", "Definitions", "No Waivers", "Titles", "Disclosures", "Publicity"], "gold": ["Publicity"]}
+{"input": "The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power, authority, and legal right to own its property and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Indenture. The Servicer is duly qualified to do business and is in good standing as a foreign corporation, and has obtained all necessary licenses and approvals in each jurisdiction necessary for the enforcement of each Pledged Loan or in which failure to qualify or to obtain such licenses and approvals would have a Material Adverse Effect.", "references": ["Indemnifications", "Records", "Capitalization", "Liens", "Payments", "No Defaults", "Counterparts", "Warranties", "Binding Effects", "Sanctions", "Transactions With Affiliates", "Miscellaneous", "Enforceability", "Qualifications", "Expenses", "Change In Control", "Venues", "Publicity", "No Waivers", "General", "Compliance With Laws", "Survival", "Applicable Laws", "Existence", "Waiver Of Jury Trials", "Tax Withholdings", "Vesting", "Authority", "Effectiveness", "Forfeitures", "Organizations"], "gold": ["Organizations"]}
+{"input": "Section 3.13 of the Credit Agreement shall be applicable, mutatis mutandis , to all payments required to be made by the Parent Guarantor under this Guaranty.", "references": ["No Defaults", "Closings", "Titles", "Remedies", "Disclosures", "Disability", "Assigns", "Submission To Jurisdiction", "Books", "Indemnity", "Confidentiality", "Survival", "Erisa", "Notices", "Tax Withholdings", "Enforceability", "Qualifications", "Interpretations", "Releases", "Jurisdictions", "Capitalization", "Integration", "Definitions", "Litigations", "Existence", "No Conflicts", "Records", "Compliance With Laws", "Assignments", "Terminations", "Taxes"], "gold": ["Taxes"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY\u00a0HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).\u00a0 EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,\u00a0IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION\u00a09.11.", "references": ["Specific Performance", "No Waivers", "Severability", "Indemnity", "Closings", "Enforceability", "Cooperation", "Representations", "Qualifications", "Effectiveness", "Death", "Notices", "No Defaults", "Titles", "Modifications", "Powers", "Vacations", "Forfeitures", "Arbitration", "Books", "Disclosures", "Non-Disparagement", "Positions", "Anti-Corruption Laws", "Entire Agreements", "Amendments", "Taxes", "Miscellaneous", "Withholdings", "Governing Laws", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Company shall employ Executive in the position of Interim President and Chief Executive Officer and Executive accepts such employment, on the terms and conditions set forth in this Agreement. Executive agrees to undertake and perform all duties required as Interim President and Chief Executive Officer as may from time-to-time reasonably be determined and assigned to him by the Company\u2019s Board of Directors (the \u201cBoard\u201d), which includes the general supervision, management, organization, administration and operation of the Company and its subsidiaries in the ordinary course of business, the development and implementation of the Company\u2019s strategic goals, and the specific duties outlined in Schedule A attached hereto. The Board shall have the right to revise such duties and responsibilities from time to time, as they deem necessary or appropriate. Executive shall perform the duties and responsibilities assigned to him faithfully, diligently, professionally, and in the best interests of the Company. Executive shall at all time perform such duties in compliance with any and all laws, rules, regulations, and policies applicable to the Company of which Executive is aware. Executive shall also adhere to and obey all written rules and policies governing the conduct of the Company\u2019s employees as may be established and modified from time-to-time. It is understood by the Parties that the Executive will be serving as the Company\u2019s President and Chief Executive Officer on an interim basis in order to lead the Company through an evaluation of strategic options.", "references": ["Payments", "Authorizations", "Consent To Jurisdiction", "Governing Laws", "Adjustments", "Books", "Qualifications", "Terms", "Non-Disparagement", "Venues", "Waiver Of Jury Trials", "Insurances", "Capitalization", "Solvency", "Closings", "Intellectual Property", "Liens", "Indemnifications", "Forfeitures", "No Waivers", "Assignments", "Representations", "Brokers", "Enforceability", "Erisa", "Subsidiaries", "Effectiveness", "Organizations", "Benefits", "Indemnity", "Duties"], "gold": ["Duties"]}
+{"input": "Except as set forth on Schedule\u00a05.9 , there is no Action or Order pending or, to the Knowledge of Seller, threatened by any Third Party or Governmental Authority against the Company Group that, if determined or resolved adversely in accordance with the plaintiff\u2019s demands, would reasonably be expected, individually or in the aggregate, to be material to the Company Group, taken as a whole, or that challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by, or the performance by the Company Group of its obligations under, this Agreement or the other Transaction Documents.", "references": ["Employment", "Payments", "Intellectual Property", "Waivers", "Releases", "Assignments", "Base Salary", "Agreements", "Subsidiaries", "Survival", "Titles", "Adjustments", "Consent To Jurisdiction", "Disability", "Records", "Remedies", "Insurances", "Disclosures", "Binding Effects", "Governing Laws", "Sanctions", "Successors", "Erisa", "Fees", "Venues", "Modifications", "Jurisdictions", "Taxes", "Assigns", "Publicity", "Litigations"], "gold": ["Litigations"]}
+{"input": "Executive agrees that he will not make any statements, publicly or otherwise, orally or in writing, disparaging the character, reputation or standing of the Company. Executive acknowledges that no provision of this Agreement is intended to prevent Executive from making a truthful report in good faith to any governmental agency with oversight authority over the Company.", "references": ["Further Assurances", "Base Salary", "Confidentiality", "Venues", "Financial Statements", "Interpretations", "Solvency", "Consent To Jurisdiction", "Change In Control", "Definitions", "Litigations", "Sales", "Authority", "Construction", "Notices", "Binding Effects", "Miscellaneous", "Severability", "Successors", "Costs", "Payments", "Adjustments", "Benefits", "No Defaults", "Qualifications", "Indemnity", "Fees", "Existence", "Expenses", "Specific Performance", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit through any Electronic System, if arrangements for doing so have been approved by the relevant Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, the Borrower also shall submit a letter of credit application and (in the case of a commercial Letter of Credit) a master agreement for the issuance of commercial Letters of Credit, in each case on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $35,000,000 and (ii) the total Credit Exposures shall not exceed the lesser of the Aggregate Commitment and the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank\u2019s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section\u00a02.06(b).", "references": ["Employment", "Authorizations", "Warranties", "Remedies", "Interests", "Capitalization", "Notices", "Definitions", "Indemnifications", "Confidentiality", "Authority", "Sales", "Expenses", "Consent To Jurisdiction", "Erisa", "Governing Laws", "Tax Withholdings", "Waiver Of Jury Trials", "Jurisdictions", "Further Assurances", "Construction", "Headings", "Anti-Corruption Laws", "Binding Effects", "Waivers", "Forfeitures", "Assignments", "Compliance With Laws", "Brokers", "Successors", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the sum of all of the Purchasers\u2019 Aggregate Purchase Prices. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.", "references": ["Duties", "Forfeitures", "Entire Agreements", "Disclosures", "Defined Terms", "Liens", "No Conflicts", "Venues", "Taxes", "Participations", "Adjustments", "Intellectual Property", "Effective Dates", "Transactions With Affiliates", "Assigns", "Headings", "Change In Control", "No Defaults", "Assignments", "Subsidiaries", "Miscellaneous", "Books", "Powers", "Consent To Jurisdiction", "Interpretations", "Waiver Of Jury Trials", "Organizations", "Waivers", "Benefits", "Existence", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages or post security, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, those set forth in Section 3.1. The terms of this Section 4.7 shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates because of the Executive\u2019s access to Confidential Information and her material participation in the operation of such businesses. Executive further agrees that any claims she may have against the Company, whether under this Agreement or otherwise, will not constitute a defense to enforcement of the restrictions set forth in this Section 4. If any covenant set forth in this Section 4 is deemed invalid or unenforceable for any reason, it is the intention of Executive and the Company that such covenants be equitably reformed or modified only to the extent necessary to render them valid and enforceable in all respects. In the event that the time period and/or geographic scope referenced above is deemed unreasonable, overbroad, or otherwise invalid, it is the intention of Executive and the Company that the enforcing court reduce or modify the time period and/or geographic scope only to the extent necessary to render such covenants reasonable, valid, and enforceable in all respects. The Executive acknowledges and agrees that the restrictions set forth in this Section 4 are in addition to, and not in lieu of, any non-competition, non-solicitation, proprietary rights, unauthorized disclosure, or other restrictive covenants by which Executive may be bound in favor of the Company or its affiliates.", "references": ["Positions", "Further Assurances", "Participations", "Specific Performance", "Approvals", "Solvency", "Severability", "Amendments", "Arbitration", "Non-Disparagement", "Liens", "Terminations", "Duties", "General", "Financial Statements", "Definitions", "Warranties", "Insurances", "Modifications", "Change In Control", "Binding Effects", "Indemnifications", "Enforcements", "Vacations", "Erisa", "Closings", "Interpretations", "Vesting", "Assigns", "Assignments", "Remedies"], "gold": ["Remedies"]}
+{"input": "Each Party shall obtain and carry in full force and effect the minimum insurance requirements set forth herein. The types of insurance, and minimum limits shall be: General Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. General Liability Insurance shall include, at a minimum, beginning at least thirty (30) days prior to first commercial sale of a Licensed Product, product liability insurance.", "references": ["Solvency", "Interpretations", "Base Salary", "Subsidiaries", "Terms", "Interests", "Change In Control", "Adjustments", "Representations", "Powers", "Arbitration", "Sanctions", "Books", "Expenses", "Assignments", "Assigns", "Approvals", "Participations", "Withholdings", "Enforcements", "Severability", "Warranties", "Submission To Jurisdiction", "No Conflicts", "Erisa", "Tax Withholdings", "Forfeitures", "Consents", "Further Assurances", "Qualifications", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Committee may amend this Agreement at any time, provided that no such amendment shall materially impair the rights of the Grantee unless reflected in a writing executed by the parties hereto that specifically states that it is amending this Agreement.", "references": ["Vesting", "Enforceability", "Brokers", "Forfeitures", "Waiver Of Jury Trials", "Binding Effects", "Authorizations", "Jurisdictions", "Defined Terms", "Benefits", "Taxes", "Tax Withholdings", "Releases", "Construction", "Enforcements", "Confidentiality", "Sales", "Specific Performance", "Duties", "Terms", "Waivers", "Disclosures", "Notices", "Consent To Jurisdiction", "Powers", "Liens", "Anti-Corruption Laws", "Insurances", "Further Assurances", "Representations", "Amendments"], "gold": ["Amendments"]}
+{"input": "Executive acknowledges and agrees that the remedy at law of Penns Woods for a breach or threatened breach of any of the provisions of Section\u00a07, 8 or 9 would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by Executive of any of the provisions of Section\u00a07, 8 or 9, it is agreed that Penns Woods shall be entitled to, without posting any bond, and the Executive agrees not to oppose any request of Penns Woods for, equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction, or any other equitable remedy which may then be available.\u00a0 Nothing contained in this section shall be construed as prohibiting Penns Woods from pursuing any other remedies available to them, at law or in equity, for such breach or threatened breach.", "references": ["Consents", "Expenses", "Anti-Corruption Laws", "Notices", "Liens", "Fees", "Definitions", "Withholdings", "Positions", "Authority", "Agreements", "Approvals", "Enforceability", "Counterparts", "Capitalization", "Litigations", "Benefits", "Defined Terms", "Insurances", "Indemnifications", "Costs", "General", "Binding Effects", "Vesting", "Powers", "Solvency", "Disability", "Existence", "Entire Agreements", "Integration", "Remedies"], "gold": ["Remedies"]}
+{"input": "The Company shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or her or it (including but not limited to reasonable attorneys\u2019 fees) which arise as a result of his or her or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Company. Notwithstanding the foregoing, the Company shall not indemnify any person or organization if his or her or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Company consents in writing to such settlement or compromise.", "references": ["Representations", "Arbitration", "Approvals", "Counterparts", "Sales", "No Conflicts", "Financial Statements", "Participations", "Authority", "Vacations", "Payments", "Solvency", "Warranties", "Consent To Jurisdiction", "Transactions With Affiliates", "No Waivers", "Severability", "Fees", "Records", "Capitalization", "Erisa", "Binding Effects", "Employment", "Disability", "Withholdings", "Enforceability", "Disclosures", "Confidentiality", "Anti-Corruption Laws", "Defined Terms", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each Secured Party, by accepting the benefits of the Credit Documents, agrees that (i) any action taken by the Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Credit Documents, (ii) any action taken by the Administrative Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.", "references": ["Enforceability", "Amendments", "Insurances", "Vacations", "Closings", "Compliance With Laws", "Defined Terms", "Terms", "Existence", "Warranties", "Specific Performance", "Consent To Jurisdiction", "Applicable Laws", "Submission To Jurisdiction", "Subsidiaries", "Forfeitures", "Enforcements", "Litigations", "Arbitration", "Effectiveness", "No Conflicts", "Taxes", "Sales", "Interests", "Disability", "Publicity", "Waivers", "Participations", "Venues", "General", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "(A) Seller\u2019s Adjusted Tangible Net Worth is greater than or equal to $500,000,000; (B) Seller\u2019s Liquidity on a consolidated basis is greater than or equal to $40,000,000 as of the last day of the prior calendar month; (C) the ratio of Seller\u2019s Total Indebtedness to Adjusted Tangible Net Worth is less than 10:1; and (D) Seller\u2019s consolidated Net Income was equal to or greater than $1.00 for at least one (1) of the previous two (2) fiscal quarters, as of the end of each fiscal quarter.", "references": ["Jurisdictions", "Definitions", "Remedies", "Withholdings", "Indemnifications", "Waivers", "Confidentiality", "Assignments", "Integration", "Change In Control", "Disclosures", "Interpretations", "No Waivers", "No Conflicts", "Arbitration", "Terminations", "Use Of Proceeds", "Survival", "Erisa", "Binding Effects", "Headings", "Financial Statements", "Amendments", "Capitalization", "Governing Laws", "Submission To Jurisdiction", "Liens", "Employment", "Transactions With Affiliates", "Forfeitures", "Warranties"], "gold": ["Warranties"]}
+{"input": "Base salary, paid pursuant to LTLLC\u2019s normal payroll practices, at an annual rate of $450,000 or such other rate as may be established prospectively by the Compensation Committee from time to time (\u201cBase Salary\u201d). All such Base Salary payments shall be subject to deduction and withholding authorized or required by applicable law.", "references": ["Waiver Of Jury Trials", "Entire Agreements", "Notices", "Subsidiaries", "Transactions With Affiliates", "Further Assurances", "Interpretations", "Warranties", "Costs", "Representations", "Integration", "Modifications", "Withholdings", "Consent To Jurisdiction", "Existence", "Adjustments", "Forfeitures", "Assigns", "Consents", "Survival", "Definitions", "Duties", "Applicable Laws", "No Conflicts", "Terms", "Powers", "Indemnity", "Agreements", "Amendments", "Governing Laws", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Each Party shall on the Closing Date and from time to time thereafter, at any other Party\u2019s reasonable request and without further consideration, execute and deliver to such other Party such instruments of transfer, conveyance, and assignment as shall be reasonably requested to transfer, convey, and assign the Assets to the Purchaser and otherwise to effect the transactions contemplated by this Agreement.", "references": ["Defined Terms", "Subsidiaries", "Closings", "No Conflicts", "Tax Withholdings", "Terminations", "Brokers", "Warranties", "Indemnifications", "Compliance With Laws", "Sanctions", "Employment", "Disability", "Representations", "Remedies", "No Waivers", "Cooperation", "Consent To Jurisdiction", "Use Of Proceeds", "Approvals", "Counterparts", "Withholdings", "Insurances", "Payments", "Severability", "Indemnity", "Expenses", "Organizations", "Modifications", "Costs", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "It is the express intention and agreement of the parties hereto that the provisions of Section\u00a08 hereof shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.", "references": ["No Conflicts", "Powers", "Compliance With Laws", "Authorizations", "Arbitration", "General", "Use Of Proceeds", "Financial Statements", "Base Salary", "Approvals", "Anti-Corruption Laws", "Capitalization", "Existence", "Litigations", "No Waivers", "Releases", "Closings", "Indemnity", "Transactions With Affiliates", "Tax Withholdings", "Non-Disparagement", "Death", "Subsidiaries", "Enforcements", "Confidentiality", "Organizations", "Submission To Jurisdiction", "Qualifications", "Defined Terms", "Enforceability", "Survival"], "gold": ["Survival"]}
+{"input": "Each representation and warranty of the Company and PositiveID shall be true in all material respects on and as of the Closing Date with the same effect as though such representation and warranty had been made on and as of that date.", "references": ["Releases", "Representations", "Remedies", "Governing Laws", "Enforceability", "Fees", "Authority", "Indemnifications", "Interests", "Adjustments", "Transactions With Affiliates", "Books", "Subsidiaries", "Authorizations", "Employment", "Waiver Of Jury Trials", "Counterparts", "Payments", "Venues", "Submission To Jurisdiction", "Assigns", "Integration", "Tax Withholdings", "Closings", "Liens", "Disability", "Titles", "Anti-Corruption Laws", "Forfeitures", "Indemnity", "Warranties"], "gold": ["Warranties"]}
+{"input": "The representations and warranties of each Loan Party contained in the Credit Agreement as modified hereby are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date.", "references": ["Effectiveness", "Modifications", "Change In Control", "Enforceability", "Jurisdictions", "Litigations", "Approvals", "Costs", "Applicable Laws", "Intellectual Property", "Fees", "Tax Withholdings", "Positions", "Specific Performance", "Payments", "Base Salary", "Titles", "Benefits", "Participations", "Expenses", "Integration", "Successors", "Notices", "Sanctions", "Confidentiality", "Amendments", "Qualifications", "Indemnity", "No Waivers", "Solvency", "Representations"], "gold": ["Representations"]}
+{"input": "Promptly after any officer of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i)\u00a0the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under any debt instrument in excess of the Threshold Amount, (ii)\u00a0any litigation or governmental investigation or proceeding pending against the Borrower or any of its Subsidiaries (x)\u00a0which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y)\u00a0with respect to any Credit Document, (iii)\u00a0any Casualty Event involving Collateral with a fair market value in excess of $10,000,000 or (iv)\u00a0any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.", "references": ["No Conflicts", "Authorizations", "Consent To Jurisdiction", "Brokers", "Expenses", "Integration", "Consents", "Definitions", "Effectiveness", "Powers", "Liens", "Waivers", "Erisa", "Assignments", "Warranties", "Use Of Proceeds", "Withholdings", "Base Salary", "Forfeitures", "Amendments", "Indemnity", "Financial Statements", "Taxes", "Modifications", "Intellectual Property", "Agreements", "Binding Effects", "Interpretations", "Further Assurances", "Approvals", "Litigations"], "gold": ["Litigations"]}
+{"input": "All disputes and disagreements arising from, relating to, or otherwise connected with this Employment Agreement, the breach of this Employment Agreement, the enforcement, interpretation or validity of this Employment Agreement, or the employment relationship (including any wage claim, claim for wrongful termination, or any claim based upon any statute, regulation, or law, including those dealing with employment discrimination or retaliation, sexual harassment, civil rights, age, or disability) that the Company may have against you or that you may have against the Company, including the determination of the scope or applicability of this Employment Agreement to arbitrate, shall be settled by arbitration administered by the Judicial Arbitration and Mediation Services (\u201cJAMS\u201d) pursuant to its Comprehensive Arbitration Rules and Procedures applicable at the time the arbitration is commenced. A copy of the current version of the JAMS Rules will be made available to you upon request. The Rules may be amended from time to time and are also available online https://www.jamsadr.com/rules-employment-arbitration/. Arbitration shall take place in Baltimore, Maryland and shall be conducted before a single arbitrator selected by and in accordance with the rules and procedures of the JAMS. The decision of the arbitrator shall be final and binding on the parties. Judgment on any award may be entered in any court having competent jurisdiction, and application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The expenses of the arbitration (including any arbitrator fees) shall be borne equally by the Executive and the Company. Each of the parties shall bear the fees and expenses of its own legal counsel.", "references": ["Counterparts", "Integration", "Fees", "Capitalization", "Specific Performance", "Expenses", "Amendments", "Intellectual Property", "Vacations", "Titles", "Enforceability", "No Conflicts", "Enforcements", "Existence", "Vesting", "Survival", "Consent To Jurisdiction", "Submission To Jurisdiction", "Change In Control", "Applicable Laws", "Duties", "Transactions With Affiliates", "Closings", "Costs", "Governing Laws", "Insurances", "Indemnity", "Positions", "Erisa", "Venues", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Except as provided in Section\u00a02.06 , this Agreement and all obligations of the Partnership and each of the Holders hereunder shall terminate and have no further force or effect as of the date on which the aggregate beneficial ownership of the Holders is less than 1,000,000 USAC Common Units.", "references": ["Forfeitures", "Publicity", "Effectiveness", "Submission To Jurisdiction", "Headings", "Assigns", "Definitions", "Erisa", "Vacations", "Records", "Consents", "Cooperation", "Modifications", "Arbitration", "Enforcements", "Consent To Jurisdiction", "Fees", "Notices", "Construction", "Liens", "Use Of Proceeds", "Tax Withholdings", "Interests", "Duties", "Base Salary", "Successors", "Participations", "Withholdings", "Authority", "Authorizations", "Terminations"], "gold": ["Terminations"]}
+{"input": "Borrowers shall have the right to request a one-time twelve (12) month extension of the Initial Revolving Period and Initial Maturity Date by delivering a written request therefor to Lender no earlier than twelve (12) months prior to the Initial Maturity Date and no later than sixty (60) days prior to the Initial Revolving Period End Date. Lender shall notify the Borrowers within thirty (30) days in writing whether Lender consents to such extension request, which consent it may give or withhold in its sole discretion. If Lender agrees to such extension, the Revolving Period and the Maturity Date shall each be extended for an additional twelve (12) months from the Initial Revolving Period End Date and the Initial Maturity Date, respectively, with no other modifications to the terms of the Agreement or other Facility Documents unless agreed to in writing by the parties thereto, and Borrowers shall pay to Lender, within ten (10) Business Days of Lender\u2019s agreement to extend, an incremental Facility Fee as calculated pursuant to clause (ii) of the definition thereof.", "references": ["Indemnity", "Insurances", "Waiver Of Jury Trials", "Representations", "Amendments", "Integration", "Positions", "Subsidiaries", "Headings", "Authorizations", "Payments", "Publicity", "Withholdings", "Non-Disparagement", "Solvency", "Capitalization", "Releases", "Vesting", "Waivers", "Sanctions", "Benefits", "Applicable Laws", "Modifications", "Change In Control", "Assigns", "Counterparts", "Jurisdictions", "Transactions With Affiliates", "Fees", "Anti-Corruption Laws", "Terms"], "gold": ["Terms"]}
+{"input": "During the Term, the Company shall pay Executive an annualized base salary (\u201c Annual Base Salary \u201d) at a rate of $300,000 U.S., effective as of the Effective Date, and payable in regular installments in accordance with the Company\u2019s normal payroll practices. During the Term, the Annual Base Salary shall be reviewed by the Board at such time as the salaries of other senior executives of the Company are reviewed generally. The Annual Base Salary shall not be reduced other than in connection with an across-the-board salary reduction which applies in a comparable manner to other senior executives of the Company. If so increased or reduced, then such adjusted salary will thereafter be the Annual Base Salary for all purposes under this Agreement.", "references": ["Interpretations", "Forfeitures", "Liens", "Transactions With Affiliates", "Subsidiaries", "Effectiveness", "Qualifications", "Counterparts", "Releases", "Positions", "Brokers", "Benefits", "Further Assurances", "Terms", "Submission To Jurisdiction", "Participations", "Duties", "Authority", "Assignments", "Compliance With Laws", "Insurances", "Consent To Jurisdiction", "Cooperation", "Construction", "Modifications", "Arbitration", "Change In Control", "No Defaults", "Closings", "Solvency", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The validity, construction, interpretation and enforceability of this agreement shall be determined and governed by the laws of the State of Florida without giving effect to the principles of conflicts of laws.", "references": ["Approvals", "Base Salary", "Financial Statements", "Intellectual Property", "Effective Dates", "Survival", "Participations", "Enforcements", "Qualifications", "Waivers", "Assignments", "Terms", "Books", "Tax Withholdings", "Modifications", "Disclosures", "Interests", "Closings", "Warranties", "Effectiveness", "Anti-Corruption Laws", "Duties", "Disability", "Litigations", "Enforceability", "Severability", "Taxes", "Existence", "Integration", "Consent To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Neither the confidential information memorandum previously provided by the Borrower nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.", "references": ["Binding Effects", "Notices", "Indemnifications", "Releases", "Waiver Of Jury Trials", "Costs", "Assignments", "Submission To Jurisdiction", "No Waivers", "Authorizations", "Use Of Proceeds", "Non-Disparagement", "No Defaults", "Venues", "Specific Performance", "Erisa", "Miscellaneous", "Successors", "Defined Terms", "Vesting", "Consents", "Vacations", "Positions", "Cooperation", "Enforcements", "Forfeitures", "Fees", "Litigations", "Enforceability", "Change In Control", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Without limitation of Section\u00a07.4(e) hereof, if a Party with the right to initiate legal proceedings under this Section\u00a07.5(d) lacks standing to do so (or lacks the right under the BPCIA to do so) and the other Party has standing (or the sole right under the BPCIA) to initiate such legal proceedings, such Party with standing shall initiate such legal proceedings at the request and expense of the other Party.", "references": ["Disclosures", "Waivers", "Arbitration", "Authorizations", "Use Of Proceeds", "Erisa", "Qualifications", "No Defaults", "Intellectual Property", "Venues", "Severability", "Expenses", "Solvency", "Titles", "Confidentiality", "Change In Control", "Notices", "Miscellaneous", "Integration", "Taxes", "Effective Dates", "Duties", "Payments", "Withholdings", "Anti-Corruption Laws", "Fees", "Brokers", "Death", "Positions", "Survival", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "By the issuance of a Documentary Credit (or an amendment to a Documentary Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Documentary Credit equal to such Revolving Lender\u2019s Revolving Loan Percentage of the aggregate amount available to be drawn under such Documentary Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender\u2019s Revolving Loan Percentage of each DC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph\u00a0(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph\u00a0in respect of Documentary Credits is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Documentary Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Expenses", "Indemnifications", "Enforceability", "Books", "Representations", "Waivers", "Releases", "Authority", "Vesting", "Specific Performance", "Change In Control", "Intellectual Property", "Base Salary", "Existence", "Venues", "Qualifications", "Powers", "Solvency", "Approvals", "Effective Dates", "Withholdings", "Arbitration", "Vacations", "Employment", "Headings", "Subsidiaries", "Survival", "Construction", "Modifications", "Duties", "Participations"], "gold": ["Participations"]}
+{"input": "This Amendment binds and inures to the benefit of the parties hereto and their respective successors and permitted assigns.", "references": ["Taxes", "No Defaults", "Death", "Submission To Jurisdiction", "Disability", "Notices", "Governing Laws", "Interests", "Agreements", "Subsidiaries", "Forfeitures", "Sanctions", "No Conflicts", "Sales", "Effectiveness", "Modifications", "Vacations", "Organizations", "Closings", "Integration", "Publicity", "Anti-Corruption Laws", "Qualifications", "Participations", "Records", "Capitalization", "Intellectual Property", "Specific Performance", "No Waivers", "Warranties", "Successors"], "gold": ["Successors"]}
+{"input": "No amendment or waiver of any provision of this Agreement or any other Transaction Document, or consent to any departure by the Seller or the Servicer therefrom, shall be effective unless in a writing signed by the Administrator and each of the Majority Purchasers, and, in the case of any amendment, by the other parties thereto; and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided ,\u00a0 however , that, if required by any Conduit Purchaser, no such material amendment shall be effective until both Moody\u2019s and Standard\u00a0& Poor\u2019s have notified the related Purchaser Agent in writing that such action will not result in a reduction or withdrawal of the rating of any Notes; provided , further that no such amendment or waiver shall, without the consent of each affected Purchaser, (A)\u00a0extend the date of any payment or deposit of Collections by the Seller or the Servicer, (B)\u00a0reduce the rate or extend the time of payment of Yield, (C)\u00a0reduce any fees payable to the Administrator, any Purchaser Agent or any Purchaser pursuant to the applicable Purchaser Group Fee Letter, (D)\u00a0change the amount of Investment of any Purchaser, any Purchaser\u2019s pro rata share of the Purchased Interest or any Related Committed Purchaser\u2019s Commitment, (E)\u00a0amend, modify or waive any provision of the definition of \u201cMajority Purchaser\u201d or this Section \u00a06.1 , (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G)\u00a0change the definition of \u201cConcentration Percentage,\u201d \u201cConcentration Reserve,\u201d \u201cConcentration Reserve Percentage,\u201d \u201cEligible Receivable,\u201d \u201cLoss Reserve,\u201d \u201cLoss Reserve Percentage,\u201d \u201cDilution Reserve,\u201d \u201cDilution Reserve Percentage,\u201d \u201cTermination Event,\u201d \u201cTotal Reserve,\u201d \u201cYield Reserve,\u201d or \u201cYield Reserve Percentage\u201d, (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A)\u00a0through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses, or (I)\u00a0otherwise materially and adversely affect the rights of any such Purchaser hereunder. No failure on the part of the Purchasers or the Administrator to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.", "references": ["Consents", "Records", "Counterparts", "Interests", "Integration", "Terminations", "Specific Performance", "Anti-Corruption Laws", "Withholdings", "Existence", "Fees", "Consent To Jurisdiction", "Assignments", "Forfeitures", "Survival", "Definitions", "Solvency", "Liens", "Closings", "Costs", "Effective Dates", "Arbitration", "Taxes", "Approvals", "Death", "Releases", "Defined Terms", "Erisa", "Sanctions", "No Defaults", "Amendments"], "gold": ["Amendments"]}
+{"input": "Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and Purchaser. Holder hereby authorizes the Company and Purchaser to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Holder\u2019s identity and ownership of the Units and the nature of Holder\u2019s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Documents.", "references": ["General", "Consent To Jurisdiction", "Notices", "Approvals", "Indemnity", "Enforceability", "Releases", "Withholdings", "Terminations", "Interests", "Effectiveness", "Indemnifications", "Payments", "Fees", "Powers", "Financial Statements", "Disability", "Survival", "Amendments", "Compliance With Laws", "Use Of Proceeds", "Enforcements", "Titles", "Severability", "Consents", "Venues", "Vesting", "Waiver Of Jury Trials", "Erisa", "Successors", "Publicity"], "gold": ["Publicity"]}
+{"input": "Each of the parties agrees and acknowledges that this Agreement, the Statement(s)\u00a0of Work executed by the parties, including the attachments referred to in this Agreement, (a)\u00a0constitutes the entire agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, among the parties with respect to the subject matter of this Agreement, and (b)\u00a0is not intended to confer any rights or remedies, or impose any obligations, on any person other than the parties.\u00a0 Each of the parties expressly agrees and acknowledges that, other than those statements expressly set forth in this Agreement, it is not relying on any statement, whether oral or written, of any person or entity with respect to its entry into this Agreement or to the consummation of the transactions contemplated by this Agreement, and each of the parties further waives any claim against the other party that the other party has failed to disclose any fact, occurrence or other matter that relates in any way to its entry into this Agreement.", "references": ["Benefits", "Employment", "Duties", "Assignments", "Liens", "Governing Laws", "Books", "Submission To Jurisdiction", "Terminations", "Effective Dates", "Waiver Of Jury Trials", "Vesting", "Change In Control", "Insurances", "Counterparts", "Compliance With Laws", "Disability", "Confidentiality", "Erisa", "Use Of Proceeds", "Consent To Jurisdiction", "Defined Terms", "Indemnity", "Consents", "Venues", "Publicity", "Litigations", "Adjustments", "Organizations", "Arbitration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a \u201c.pdf\u201d format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or \u201c.pdf\u201d signature page were an original thereof.", "references": ["Vacations", "Financial Statements", "Notices", "Assigns", "Fees", "Effectiveness", "Governing Laws", "Expenses", "Successors", "Powers", "Defined Terms", "Tax Withholdings", "Existence", "Compliance With Laws", "Applicable Laws", "Litigations", "Consent To Jurisdiction", "No Conflicts", "Indemnifications", "Books", "Approvals", "Transactions With Affiliates", "Binding Effects", "No Waivers", "Effective Dates", "Modifications", "Adjustments", "Interests", "Cooperation", "Interpretations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement (including the Appendix), the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.", "references": ["Tax Withholdings", "Further Assurances", "Change In Control", "Powers", "Waivers", "Compliance With Laws", "Agreements", "Participations", "Existence", "Survival", "Enforcements", "Terminations", "Qualifications", "Publicity", "Submission To Jurisdiction", "Fees", "Severability", "Transactions With Affiliates", "Releases", "Jurisdictions", "Insurances", "Terms", "Closings", "Miscellaneous", "Use Of Proceeds", "Litigations", "Expenses", "Construction", "Organizations", "Successors", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries involving a consideration in excess of $5,000,000, other than (i)\u00a0the Transactions, (ii)\u00a0to the extent not otherwise prohibited by this Agreement, transactions between or among any Parent Company, the Borrower and its Subsidiaries and (iii)\u00a0on terms and conditions, taken as a whole, not less favorable to the Borrower and such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm\u2019s-length transaction with a Person other than an Affiliate.", "references": ["Severability", "Disability", "Erisa", "Change In Control", "Expenses", "Remedies", "Assignments", "Venues", "Terms", "Construction", "Titles", "Brokers", "Miscellaneous", "Arbitration", "Applicable Laws", "Insurances", "Notices", "Litigations", "No Conflicts", "Records", "Tax Withholdings", "Interests", "Defined Terms", "Authority", "Withholdings", "Use Of Proceeds", "Non-Disparagement", "Indemnifications", "Definitions", "Organizations", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws and judicial decisions of the State of Delaware, without regard to the application of the principles of conflicts of laws.", "references": ["Adjustments", "Counterparts", "Successors", "Miscellaneous", "Death", "Construction", "Authority", "Organizations", "Expenses", "Notices", "Waiver Of Jury Trials", "Jurisdictions", "Releases", "Amendments", "Financial Statements", "Non-Disparagement", "Anti-Corruption Laws", "Consents", "Assigns", "No Defaults", "Sales", "Severability", "Records", "Vesting", "Definitions", "Erisa", "Forfeitures", "Change In Control", "Disclosures", "Books", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a010.5(c) without regard to the existence of any participation.", "references": ["Vacations", "Withholdings", "Waivers", "Solvency", "Taxes", "Fees", "Employment", "Governing Laws", "Construction", "Assignments", "General", "Modifications", "Consents", "Disability", "Disclosures", "Non-Disparagement", "Existence", "Publicity", "Forfeitures", "No Defaults", "Venues", "Jurisdictions", "Brokers", "Enforcements", "Books", "Duties", "Erisa", "Authorizations", "Releases", "Cooperation", "Participations"], "gold": ["Participations"]}
+{"input": "This Award Agreement may be executed in separate counterparts, each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement. In addition, this Award Agreement may be executed, accepted and agreed to by electronic signature, including by means of an electronic process logically associated with this Award Agreement.", "references": ["Change In Control", "Expenses", "Consents", "Base Salary", "Authorizations", "Payments", "Definitions", "Effective Dates", "Terminations", "Effectiveness", "Vacations", "Titles", "Transactions With Affiliates", "Assignments", "Financial Statements", "Interests", "Further Assurances", "Powers", "Waiver Of Jury Trials", "Jurisdictions", "Liens", "Terms", "Participations", "Sales", "Adjustments", "Withholdings", "Existence", "Assigns", "Death", "Fees", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company has engaged Stephens Inc. (the \u201c Placement Agent \u201d), a registered broker-dealer subject to the rules and regulations of the Financial Industry Regulatory Authority (\u201c FINRA \u201d), in connection with the offer and sale of the Notes as contemplated by the Transaction Documents. Except for such engagement, neither the Company nor any of its officers, directors, employees or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder\u2019s fees, and no broker or finder has acted directly or indirectly for the Company in connection with the Transaction Documents or the Contemplated Transactions.", "references": ["Taxes", "Construction", "Transactions With Affiliates", "Disclosures", "Use Of Proceeds", "Governing Laws", "Costs", "Adjustments", "Defined Terms", "Consent To Jurisdiction", "Notices", "General", "Enforceability", "Capitalization", "Terminations", "Litigations", "No Defaults", "Non-Disparagement", "Confidentiality", "Sales", "Subsidiaries", "Survival", "Qualifications", "Arbitration", "Assignments", "Successors", "Payments", "Terms", "Cooperation", "Amendments", "Brokers"], "gold": ["Brokers"]}
+{"input": "Each Borrower shall keep accurate and complete records of its Accounts in all material respects, including all payments and collections thereon, and shall submit to Administrative Agent copies of sales, collection, reconciliation and other similar reports in form reasonably satisfactory to Administrative Agent, on such periodic basis as Administrative Agent may reasonably request.\u00a0\u00a0Each Borrower shall also provide to Administrative Agent, on or before (i) the 25th day after the end of each Fiscal Quarter, (ii) during any period that any Loans are outstanding, the 25th day after the end of each month (iii) and, during any Borrowing Base Reporting Trigger Period, by the third Business Day of each week, a reasonably detailed aged trial balance of all Accounts (including all invoices aged by due date), as applicable, (x) as of the end of the preceding Fiscal Quarter, (y) during any period that any Loans are outstanding, as of the end the preceding month, (z) and, during any Borrowing Base Reporting Trigger Period, as of the end of the preceding week, specifying each Account\u2019s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Administrative Agent may reasonably request.\u00a0\u00a0If any Account in an aggregate face amount of $5,000,000 or more ceases to be an Eligible Accounts Receivable, Borrowers shall notify Administrative Agent of such occurrence promptly (and in any event within 5 Business Days) after any Borrower has knowledge thereof.", "references": ["Cooperation", "Effective Dates", "Expenses", "Survival", "Construction", "Benefits", "No Defaults", "Forfeitures", "Authorizations", "Disclosures", "Definitions", "Indemnity", "Positions", "Governing Laws", "Powers", "Erisa", "Representations", "Enforcements", "Publicity", "Consents", "Costs", "Notices", "Approvals", "Qualifications", "Participations", "Brokers", "Venues", "Terminations", "Compliance With Laws", "Employment", "Records"], "gold": ["Records"]}
+{"input": "Whenever any notice or other communication is required to be given pursuant to this Agreement, such notice shall be given in writing and shall be delivered, in person, by electronic means, and/or by courier, return receipt requested, to the address of the party set forth at the beginning of this Agreement, or to such other address as either party hereto may give in accordance with the provisions of this Agreement.", "references": ["Interests", "Indemnity", "Governing Laws", "Fees", "Interpretations", "Entire Agreements", "Warranties", "Confidentiality", "Employment", "Approvals", "Financial Statements", "Non-Disparagement", "Insurances", "Integration", "Withholdings", "Litigations", "Terminations", "Base Salary", "Vesting", "Books", "Assigns", "Transactions With Affiliates", "Defined Terms", "Change In Control", "Sanctions", "Erisa", "Indemnifications", "Venues", "Effective Dates", "Enforceability", "Notices"], "gold": ["Notices"]}
+{"input": "The general partner of Buyer is First Capital Real Estate Trust Incorporated, a Maryland corporation (\u201c General Partner \u201d). General Partner is a non-traded public real estate investment trust. Buyer may also, in its sole and absolute discretion, direct Contributor to contribute, convey and quit claim the member interests and Project to one or more of Buyer Affiliates , and hereby directs Contributor to convey the Project to FC First Trust, LLC (To be formed post closing), a Delaware limited liability company (\u201c Subsidiary \u201d), a special purpose entity wholly-owned by Buyer.", "references": ["Consents", "Costs", "Financial Statements", "Construction", "Headings", "No Conflicts", "Subsidiaries", "No Waivers", "Arbitration", "Powers", "Base Salary", "Disclosures", "Waivers", "Modifications", "Successors", "Effective Dates", "Anti-Corruption Laws", "Assigns", "Interests", "Defined Terms", "Tax Withholdings", "Employment", "Capitalization", "Jurisdictions", "Participations", "Consent To Jurisdiction", "Terminations", "Brokers", "Submission To Jurisdiction", "Notices", "General"], "gold": ["General"]}
+{"input": "(a) Upon any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition to another Loan Party) of any Collateral in a transaction permitted by this Agreement, upon the pledge by any Loan Party (other than any such pledge in favor of another Loan Party) of any Collateral constituting accounts receivable in connection with a Receivables Purchase Facility that constitutes a Permitted Receivables Facility (so long as such pledge is permitted by this Agreement), or upon the effectiveness of any written consent to the release of the security interest in any Collateral created under any Security Document pursuant to Section 10.1, the security interests in such Collateral created by the Security Documents shall be automatically released. In addition, if in compliance with the terms and provisions of the Loan Documents, any Subsidiary Guarantor (a) ceases to be a Subsidiary of a Loan Party or (b) becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder (such Subsidiary Guarantor, a \u201c Released Guarantor \u201d), then such Released Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under the Loan Documents and its obligations to guarantee the Obligations and/or pledge and grant any Collateral owned by it pursuant to the Guarantee and Collateral Agreement and any other Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Released Guarantor, the pledge of such Capital Stock of the Released Guarantor to the Administrative Agent pursuant to the Security Documents shall be automatically released. In connection with any such termination or release pursuant to this clause (a), the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party\u2019s expense, all documents that such Loan Party shall reasonably request to evidence such release; provided that, upon the request of the Administrative Agent, such Loan Party shall provide a certificate of a Responsible Officer of such Loan Party stating that such sale, transfer or other transaction giving rise to such release pursuant to this clause (a) is permitted under the Loan Documents. Any execution and delivery of documents pursuant to this Section 10.14(a) shall be without recourse to or warranty by the Administrative Agent.", "references": ["Taxes", "Qualifications", "No Defaults", "Indemnity", "Transactions With Affiliates", "Enforceability", "Positions", "Assigns", "Capitalization", "Approvals", "Disclosures", "Specific Performance", "Sanctions", "Terminations", "Litigations", "Waivers", "Non-Disparagement", "Intellectual Property", "Use Of Proceeds", "Authorizations", "Duties", "Forfeitures", "Authority", "Modifications", "Interpretations", "Applicable Laws", "Remedies", "Costs", "Representations", "Warranties", "Liens"], "gold": ["Liens"]}
+{"input": "The obligations of the Company or its successor to pay any Severance Payments required hereunder subsequent to the termination of this Agreement and the obligations of Executive under Sections 5, 6, and 7 hereof, and all subparts thereof, shall survive the termination of this Agreement.", "references": ["Books", "Positions", "Construction", "Miscellaneous", "Entire Agreements", "Compliance With Laws", "Submission To Jurisdiction", "Definitions", "Terminations", "Expenses", "Withholdings", "Organizations", "Cooperation", "Enforcements", "Benefits", "Publicity", "No Defaults", "Costs", "Existence", "Representations", "Payments", "Governing Laws", "Participations", "Interests", "Waiver Of Jury Trials", "Solvency", "Forfeitures", "Authorizations", "Interpretations", "Transactions With Affiliates", "Survival"], "gold": ["Survival"]}
+{"input": "This Bill of Sale will be construed and enforced in accordance with and governed by the laws of the State of Hawaii.", "references": ["Taxes", "Publicity", "Participations", "Compliance With Laws", "Consent To Jurisdiction", "Entire Agreements", "Authority", "Closings", "Effective Dates", "Integration", "Anti-Corruption Laws", "No Conflicts", "Expenses", "Positions", "Erisa", "Arbitration", "Books", "Releases", "Counterparts", "Forfeitures", "Existence", "Vesting", "Terminations", "Representations", "Assignments", "Confidentiality", "Records", "Applicable Laws", "Sanctions", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as otherwise expressly provided in this Agreement, all expenses incurred by Seller in connection with or related to the authorization, preparation, or execution of this Agreement, and the Exhibits and Schedules hereto and thereto, and all other matters related to the Closing, including all fees and expenses of counsel, accountants, and financial advisers employed by Seller, shall be borne solely and entirely by Seller, and all such expenses incurred by Purchaser shall be borne solely and entirely by Purchaser.", "references": ["Transactions With Affiliates", "Fees", "Change In Control", "Litigations", "Adjustments", "Taxes", "Modifications", "Interpretations", "Consent To Jurisdiction", "Representations", "Tax Withholdings", "Agreements", "Powers", "Solvency", "Anti-Corruption Laws", "Venues", "Sanctions", "Authority", "Confidentiality", "Consents", "Effective Dates", "Payments", "Withholdings", "Successors", "No Conflicts", "Vacations", "Enforceability", "Existence", "Construction", "Terms", "Expenses"], "gold": ["Expenses"]}
+{"input": "The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.", "references": ["Effectiveness", "Books", "Benefits", "Payments", "Fees", "Change In Control", "Agreements", "Venues", "No Waivers", "Indemnity", "Employment", "Releases", "Litigations", "Adjustments", "Defined Terms", "Organizations", "Counterparts", "Solvency", "Publicity", "Tax Withholdings", "Approvals", "Terminations", "Arbitration", "Successors", "Enforcements", "Further Assurances", "Qualifications", "Sales", "Use Of Proceeds", "Amendments", "Assignments"], "gold": ["Assignments"]}
+{"input": "Letters of Credit . The proceeds of the Initial Term Loans, together with the proceeds of the Senior Unsecured Notes and cash on hand, will be used solely for the payment of (i)\u00a0fees and expenses payable in connection with the Transactions and (ii)\u00a0the Effective Date Dover Payment. The proceeds of the Revolving Loans, as well as the proceeds of any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment) will be used for working capital and other general corporate purposes (including acquisitions permitted by this Agreement) of the Borrower and the Restricted Subsidiaries. No part of the proceeds of any Loan will be used in violation of the representation set forth in Section\u00a03.10. Letters of Credit will be used by the Borrower and the Restricted Subsidiaries for general corporate purposes, including to replace or provide credit support for any Existing Letters of Credit as of the Effective Date.", "references": ["Releases", "Interests", "Enforceability", "Forfeitures", "Confidentiality", "Publicity", "Adjustments", "Warranties", "Effectiveness", "Applicable Laws", "Consents", "Cooperation", "Anti-Corruption Laws", "Withholdings", "Capitalization", "Compliance With Laws", "Liens", "Qualifications", "Closings", "Intellectual Property", "Vacations", "Benefits", "Tax Withholdings", "Taxes", "Modifications", "Remedies", "Existence", "Entire Agreements", "Severability", "Costs", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Managing Member hereby consents to the admission of Amarillo as a Non-Managing Member of HCPI/Utah.", "references": ["Enforcements", "Financial Statements", "Notices", "Terminations", "Books", "Base Salary", "Jurisdictions", "Insurances", "Organizations", "Vesting", "Disclosures", "Effective Dates", "Interpretations", "Qualifications", "Costs", "Representations", "Authority", "Entire Agreements", "Use Of Proceeds", "Waivers", "Defined Terms", "Remedies", "Definitions", "Effectiveness", "Intellectual Property", "Binding Effects", "Approvals", "Further Assurances", "Litigations", "Waiver Of Jury Trials", "Consents"], "gold": ["Consents"]}
+{"input": "The Company intends that the payments and benefits provided under the Agreement shall either be exempt from the application of, or comply with, the requirements of Code Section\u00a0409A.\u00a0\u00a0The Agreement shall be construed in a manner that affects the Company\u2019s intent to be exempt from or comply with Code Section\u00a0409A.\u00a0\u00a0Notwithstanding anything in the Agreement to the contrary, the Committee may amend the Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of remaining exempt from or complying with the requirements of Code Section\u00a0409A.\u00a0\u00a0Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A.\u00a0\u00a0Further, (a) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (b) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required.\u00a0\u00a0Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the Company, the Board, the Committee nor its or their designees or agents shall be liable to the Executive or other Person for actions, decisions or determinations made in good faith.", "references": ["Withholdings", "Vesting", "Base Salary", "Intellectual Property", "Severability", "Employment", "Enforcements", "Survival", "Terminations", "Governing Laws", "Notices", "Powers", "Waiver Of Jury Trials", "Vacations", "Duties", "Solvency", "Counterparts", "Insurances", "Releases", "Closings", "Adjustments", "Qualifications", "Assignments", "Subsidiaries", "Interpretations", "Defined Terms", "Fees", "Terms", "Sales", "Positions", "General"], "gold": ["General"]}
+{"input": "Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i)\u00a0the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section \u00a011.08(g) )) or (ii)\u00a0the Agent\u2019s good faith determination that there exists excess Cash Collateral; provided , however , (x)\u00a0that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section \u00a02.15 may be otherwise applied in accordance with Section \u00a09.04 during the continuance of an Event of Default), and (y)\u00a0the Person providing Cash Collateral and the Issuing Bank or Swing Line Bank, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.", "references": ["No Conflicts", "Liens", "Capitalization", "Entire Agreements", "Adjustments", "Modifications", "Vesting", "Tax Withholdings", "Titles", "Effectiveness", "Enforcements", "Applicable Laws", "Miscellaneous", "Disability", "Transactions With Affiliates", "Integration", "Expenses", "Venues", "Severability", "Headings", "Remedies", "Authority", "Cooperation", "Powers", "Terminations", "Costs", "No Defaults", "Defined Terms", "Closings", "Agreements", "Releases"], "gold": ["Releases"]}
+{"input": "This Release is enforceable by the Company and its affiliates and may be assigned or transferred by the Company to, and shall be binding upon and inure to the benefit of, any parent, subsidiary, or other affiliate of the Company or any person which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets, stock or business of the Company or of any division thereof. The Executive may not assign any of his rights or obligations under this Release.", "references": ["Records", "Defined Terms", "Terms", "Titles", "Positions", "Arbitration", "Organizations", "Use Of Proceeds", "Powers", "Payments", "Fees", "Consents", "Sales", "Taxes", "Terminations", "Indemnifications", "Books", "Disability", "Benefits", "Specific Performance", "No Waivers", "Enforceability", "Vesting", "Liens", "Withholdings", "Forfeitures", "Governing Laws", "Indemnity", "Cooperation", "Jurisdictions", "Assignments"], "gold": ["Assignments"]}
+{"input": "Tenant represents and warrants to Landlord that Tenant is duly authorized to enter into this Amendment and that all required consents and approvals of any lender or other third party required for Tenant\u2019s execution of this Amendment have been obtained. Landlord represents and warrants to Tenant that Landlord is duly authorized to enter into this Amendment and that all required consents and approvals of any lender or other third party required for Landlord\u2019s execution of this Amendment have been obtained.", "references": ["Amendments", "Qualifications", "Intellectual Property", "No Waivers", "Releases", "Counterparts", "Publicity", "Solvency", "Fees", "Litigations", "Further Assurances", "Closings", "Sanctions", "Authorizations", "Powers", "Successors", "Modifications", "Definitions", "Organizations", "Effective Dates", "Construction", "Insurances", "Indemnifications", "Subsidiaries", "Agreements", "Enforcements", "Waivers", "Jurisdictions", "Transactions With Affiliates", "Effectiveness", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement and the Termination Agreement contain the entire agreement of the parties relating to Executive\u2019s employment with the Company and supersede all prior agreements and understandings with respect to such subject matter, including without limitation the Employment Agreement, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth herein; provided, however, that nothing in this Agreement is intended to supersede, replace or modify the terms of the Plan or the Company\u2019s 2016 Equity Incentive Plan or any equity award agreements issued to Executive under the Company\u2019s 2016 Equity Incentive Plan, each of which shall remain in full force and effect in accordance with their terms.", "references": ["Costs", "Duties", "Records", "Agreements", "No Defaults", "Interests", "Adjustments", "Jurisdictions", "Enforceability", "Construction", "Publicity", "Specific Performance", "Notices", "Waiver Of Jury Trials", "Death", "Severability", "Positions", "Waivers", "Governing Laws", "Arbitration", "Definitions", "Benefits", "Change In Control", "Applicable Laws", "Financial Statements", "Subsidiaries", "No Conflicts", "No Waivers", "Survival", "Expenses", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement has been duly executed and delivered by each Credit Party and constitutes each Credit Party\u2019s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors\u2019 rights generally or by general equitable principles.", "references": ["Applicable Laws", "No Defaults", "Use Of Proceeds", "Headings", "Representations", "Tax Withholdings", "Positions", "Qualifications", "Change In Control", "Death", "Disclosures", "Specific Performance", "Confidentiality", "General", "Approvals", "Organizations", "Payments", "Terms", "Indemnifications", "Counterparts", "Agreements", "Authorizations", "Solvency", "Assignments", "Integration", "Existence", "Litigations", "Amendments", "Authority", "Severability", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section\u00a02.4 and for the protection and benefit of the Partnership.", "references": ["Organizations", "Books", "Adjustments", "Sanctions", "Governing Laws", "Amendments", "Anti-Corruption Laws", "Positions", "Representations", "Remedies", "Brokers", "Confidentiality", "Counterparts", "Waiver Of Jury Trials", "Forfeitures", "Warranties", "General", "Terminations", "Base Salary", "Miscellaneous", "Indemnifications", "Approvals", "Definitions", "Withholdings", "Assignments", "Defined Terms", "No Waivers", "Closings", "Terms", "Submission To Jurisdiction", "Powers"], "gold": ["Powers"]}
+{"input": "This Note shall be governed by and construed under the laws of the State of Nevada applicable to agreements made and to be performed entirely within such jurisdiction.", "references": ["Venues", "Brokers", "Compliance With Laws", "Terminations", "Non-Disparagement", "Binding Effects", "Records", "Costs", "Further Assurances", "Vesting", "Miscellaneous", "Warranties", "Expenses", "Financial Statements", "Positions", "Counterparts", "Vacations", "Remedies", "Tax Withholdings", "Indemnity", "Severability", "Taxes", "Arbitration", "Withholdings", "Insurances", "Modifications", "Duties", "Litigations", "Confidentiality", "Publicity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Employment Period, Executive shall serve General Counsel and shall have such duties and responsibilities as are customarily assigned to individuals serving in such position and such other duties consistent with Executive\u2019s title and position as the Company specifies from time to time (it being understood by the parties that, notwithstanding the foregoing, the Company is free, at any time and from time to time, to reorganize its business operations, and that Executive\u2019s duties and scope of responsibility may change in connection with such reorganization). Executive shall devote all of Executive\u2019s skill, knowledge, commercial efforts and business time to the conscientious and good faith performance of Executive\u2019s duties and responsibilities for the Company and its Affiliates to the best of Executive\u2019s ability.", "references": ["Waiver Of Jury Trials", "No Defaults", "Vesting", "Headings", "Successors", "Costs", "Representations", "Solvency", "Transactions With Affiliates", "Enforcements", "Fees", "Employment", "Entire Agreements", "Disability", "Vacations", "Binding Effects", "Indemnity", "Organizations", "Remedies", "Interpretations", "Compliance With Laws", "Miscellaneous", "Venues", "Submission To Jurisdiction", "Base Salary", "Integration", "Arbitration", "Counterparts", "Specific Performance", "Titles", "Positions"], "gold": ["Positions"]}
+{"input": "Each Party shall bear its own attorneys\u2019 fees, costs, and disbursements arising out of any arbitration, and IOENGINE and McNulty on the one hand, and GlassBridge on the other hand, shall pay an equal share of the fees and costs of the arbitrators. Absent the filing of an application to correct or vacate the arbitration award as permitted by applicable law, each Party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award.", "references": ["Effectiveness", "Sales", "Expenses", "Interests", "Vesting", "Existence", "Notices", "Powers", "Modifications", "Authority", "Governing Laws", "Death", "Indemnity", "Approvals", "Consents", "Specific Performance", "Positions", "Cooperation", "Construction", "Benefits", "Further Assurances", "Litigations", "Integration", "Agreements", "Compliance With Laws", "No Conflicts", "Remedies", "Terminations", "Warranties", "Headings", "Costs"], "gold": ["Costs"]}
+{"input": "In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents.\u00a0 The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.", "references": ["Survival", "Further Assurances", "Use Of Proceeds", "Agreements", "Defined Terms", "Employment", "Fees", "Releases", "Submission To Jurisdiction", "Erisa", "Consents", "Non-Disparagement", "Vacations", "Benefits", "Interpretations", "Compliance With Laws", "Vesting", "No Conflicts", "No Defaults", "Definitions", "Litigations", "Base Salary", "Withholdings", "Capitalization", "Publicity", "Death", "Sales", "Qualifications", "Assignments", "Anti-Corruption Laws", "Remedies"], "gold": ["Remedies"]}
+{"input": "On or before 8:30 a.m., New York City time, on November 19, 2018, Apricus shall file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching the form of this Agreement as an exhibit to such filing (the \" 8-K Filing \"). From and after the filing of the 8-K Filing with the SEC, each of Apricus and Seelos hereby acknowledges and agrees that the Investor shall not be in possession of any material, nonpublic information received from Apricus or Seelos, any of their respective Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K Filing. Each of Apricus and Seelos understands and confirms that the Investor will rely on the foregoing in effecting transactions in securities of Apricus and Seelos.", "references": ["Terminations", "Approvals", "Enforceability", "Amendments", "General", "Records", "Headings", "Definitions", "Subsidiaries", "Books", "Waiver Of Jury Trials", "Successors", "Solvency", "Taxes", "Confidentiality", "Sales", "Powers", "Remedies", "Enforcements", "Liens", "Employment", "Counterparts", "Applicable Laws", "Disability", "Litigations", "Severability", "Duties", "Fees", "Binding Effects", "Organizations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The parties acknowledge and agree that this Agreement has been negotiated at arm\u2019s length and among parties equally sophisticated and knowledgeable in the matters covered hereby. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is hereby waived.", "references": ["Indemnifications", "Integration", "Publicity", "Non-Disparagement", "Severability", "Fees", "Waiver Of Jury Trials", "Change In Control", "Indemnity", "Vacations", "Sanctions", "Applicable Laws", "Participations", "Subsidiaries", "Adjustments", "Death", "Intellectual Property", "Liens", "Jurisdictions", "Use Of Proceeds", "Terms", "Notices", "Arbitration", "Agreements", "Powers", "Waivers", "Qualifications", "Costs", "Headings", "Modifications", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply would not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien upon a material portion of the assets of any such Person in favor of any Governmental Authority.", "references": ["Solvency", "Qualifications", "Terms", "Miscellaneous", "Benefits", "Representations", "Litigations", "Intellectual Property", "Waiver Of Jury Trials", "Adjustments", "Cooperation", "No Defaults", "Interpretations", "Severability", "Forfeitures", "Modifications", "Organizations", "Change In Control", "Assignments", "Duties", "Entire Agreements", "Binding Effects", "Sales", "Successors", "Releases", "Governing Laws", "Disability", "Consents", "Terminations", "Costs", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or other public disclosure (including any filings with the SEC) with respect to such transactions as is required by applicable law and regulations so long as the Company and its counsel consult with the Buyer in connection with any such press release or other public disclosure at least one (1) \u00a0 Business Day prior to its release; provided, however, that the Company\u2019s obligations pursuant to this Section 10(i) shall not apply if the material provisions of such press release, SEC filing, or other public disclosure previously has been publicly disclosed by the Company in accordance with this Section 10(i).\u00a0\u00a0The Buyer must be provided with a copy thereof at least one (1) Business Day prior to any release or use by the Company thereof.", "references": ["Assignments", "Positions", "Erisa", "Venues", "Powers", "Submission To Jurisdiction", "Fees", "Notices", "Binding Effects", "Cooperation", "Effectiveness", "Titles", "Consents", "Representations", "Disclosures", "Intellectual Property", "Miscellaneous", "Headings", "Severability", "Taxes", "Closings", "Jurisdictions", "Confidentiality", "Terms", "Authorizations", "Solvency", "Entire Agreements", "Death", "Sanctions", "Waiver Of Jury Trials", "Publicity"], "gold": ["Publicity"]}
+{"input": "Except as expressly amended hereby, the Agreement shall remain in full force and effect, and all other terms of the Agreement remain unchanged.", "references": ["Payments", "Cooperation", "Effective Dates", "Enforcements", "No Defaults", "Litigations", "Assignments", "Amendments", "Death", "Participations", "Consent To Jurisdiction", "Powers", "Financial Statements", "Survival", "Change In Control", "Liens", "Taxes", "Insurances", "Notices", "Effectiveness", "Forfeitures", "Adjustments", "Records", "Authorizations", "Sanctions", "Qualifications", "No Waivers", "Expenses", "Use Of Proceeds", "Capitalization", "Construction"], "gold": ["Construction"]}
+{"input": "Debtor will, and will cause each Subsidiary to, file all tax returns required by law before the due date thereof (as validly extended) and pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any of the Collateral; provided, however, Debtor or the applicable Subsidiary shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted and if the contesting party shall have set up reserves therefor adequate under GAAP.", "references": ["Modifications", "Arbitration", "Brokers", "No Waivers", "Defined Terms", "Powers", "Change In Control", "Withholdings", "Organizations", "Miscellaneous", "General", "Litigations", "Enforceability", "Records", "Tax Withholdings", "Applicable Laws", "Interpretations", "Warranties", "Venues", "Publicity", "Non-Disparagement", "Vesting", "Benefits", "Anti-Corruption Laws", "Interests", "Assignments", "Indemnifications", "Insurances", "Authority", "Assigns", "Taxes"], "gold": ["Taxes"]}
+{"input": "All computations of interest for Base Rate Loans when the Base Rate is determined by the Administrative Agent\u2019s \u201cprime rate\u201d shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section\u00a02.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["Disclosures", "Litigations", "Change In Control", "Assignments", "Definitions", "Authorizations", "Enforceability", "Expenses", "Insurances", "Organizations", "Erisa", "Sales", "Submission To Jurisdiction", "Financial Statements", "Indemnifications", "Titles", "Jurisdictions", "Compliance With Laws", "Records", "Waiver Of Jury Trials", "Entire Agreements", "Qualifications", "Liens", "Amendments", "Integration", "Payments", "Survival", "Tax Withholdings", "Miscellaneous", "Use Of Proceeds", "Fees"], "gold": ["Fees"]}
+{"input": "The Release referenced in Section 2 above, the execution and non-revocation of which is a condition to the receipt of any benefits under the Plan, may include terms addressing the clawback and restrictive covenants described in this Section 3, including (i) an agreement and acknowledgment from the Participant that the Company, in addition to being entitled to the clawback of the Severance Benefit or other monetary damages that flow from the breach, will be entitled to injunctive relief in a court of appropriate jurisdiction in the event of any such act or breach, or threatened act or breach, by the Participant under Section 3(b) (and parallel provisions included in the Release), (ii) a confirmation from the Participant that all restrictions in Section 3(b) (and parallel provisions included in the Release) are separate and distinct and reasonable, and a waiver of all defenses to the strict enforcement thereof, and (iii) other provisions that the Plan Administrator deems appropriate to enforce this Section 3.", "references": ["Tax Withholdings", "Assigns", "Adjustments", "Jurisdictions", "Interests", "Insurances", "Headings", "Warranties", "Closings", "Consent To Jurisdiction", "Submission To Jurisdiction", "Change In Control", "Base Salary", "Cooperation", "Books", "Effectiveness", "Arbitration", "Existence", "Enforceability", "Modifications", "Liens", "Governing Laws", "Positions", "Non-Disparagement", "Indemnifications", "No Conflicts", "Definitions", "General", "Indemnity", "Amendments", "Releases"], "gold": ["Releases"]}
+{"input": "The Company has filed all tax returns and reports as required, and within the time prescribed, by applicable Law and has paid or made provision for the payment of all accrued and unpaid taxes to which the Company is subject and which are not currently due and payable, except in each case where any failure would not have a Material Adverse Effect.", "references": ["Successors", "Entire Agreements", "Transactions With Affiliates", "Closings", "Representations", "Submission To Jurisdiction", "Disclosures", "Disability", "Existence", "Authority", "Effective Dates", "Organizations", "Insurances", "Confidentiality", "Benefits", "Consents", "Headings", "Notices", "Taxes", "Interpretations", "Venues", "Consent To Jurisdiction", "Participations", "Financial Statements", "Anti-Corruption Laws", "Amendments", "Indemnifications", "Brokers", "Death", "Duties", "Payments"], "gold": ["Payments"]}
+{"input": "Any notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax, pdf/email or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, ifto the Participant, at the Participant's address indicated by the Company's records, or ifto the Company, to the attention of the General Counsel at the Company's principal executive office.", "references": ["Taxes", "Forfeitures", "Liens", "General", "Qualifications", "Publicity", "Effectiveness", "Indemnity", "Terminations", "Submission To Jurisdiction", "Existence", "Tax Withholdings", "Counterparts", "Litigations", "Duties", "Authorizations", "Modifications", "Specific Performance", "Insurances", "Benefits", "Records", "Use Of Proceeds", "Integration", "Enforcements", "Headings", "Vacations", "Change In Control", "No Waivers", "Representations", "Subsidiaries", "Notices"], "gold": ["Notices"]}
+{"input": "If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.", "references": ["Survival", "Agreements", "Submission To Jurisdiction", "Further Assurances", "Consents", "Waiver Of Jury Trials", "Death", "Entire Agreements", "Sales", "Compliance With Laws", "Vacations", "Specific Performance", "Defined Terms", "Participations", "Representations", "Construction", "Financial Statements", "Vesting", "Duties", "Disability", "Binding Effects", "Benefits", "Litigations", "Venues", "Interpretations", "Assigns", "Non-Disparagement", "Closings", "No Conflicts", "Governing Laws", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS\u00a0AGREEMENT\u00a0IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS\u00a0AGREEMENT\u00a0 or the transactions contemplated hereby . EACH PARTY TO THIS\u00a0AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS\u00a0AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS\u00a0 SECTION 5.12 .", "references": ["Death", "Fees", "Qualifications", "Counterparts", "Severability", "Binding Effects", "Records", "No Conflicts", "General", "Non-Disparagement", "Liens", "Withholdings", "Compliance With Laws", "Representations", "Capitalization", "Taxes", "Use Of Proceeds", "Jurisdictions", "Further Assurances", "Arbitration", "Consents", "Authorizations", "Tax Withholdings", "Enforcements", "Confidentiality", "Approvals", "Titles", "Participations", "Expenses", "Sanctions", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement and the rights and duties of the Parties hereunder shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to any conflict of law provision.", "references": ["Integration", "Liens", "Counterparts", "Waivers", "Interpretations", "Disclosures", "Publicity", "Notices", "Warranties", "Intellectual Property", "Indemnity", "Duties", "Tax Withholdings", "Further Assurances", "Benefits", "Forfeitures", "Records", "Assignments", "Payments", "Withholdings", "Jurisdictions", "Effective Dates", "Costs", "Miscellaneous", "Enforceability", "Construction", "Defined Terms", "Adjustments", "Venues", "Positions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.", "references": ["Organizations", "Closings", "Agreements", "Cooperation", "Positions", "Base Salary", "General", "Intellectual Property", "Death", "Participations", "Tax Withholdings", "Duties", "Governing Laws", "Disability", "Further Assurances", "Terminations", "Change In Control", "Adjustments", "Enforcements", "Interests", "Notices", "Consent To Jurisdiction", "Remedies", "Headings", "Counterparts", "Entire Agreements", "Anti-Corruption Laws", "Enforceability", "Arbitration", "Authorizations", "Severability"], "gold": ["Severability"]}
+{"input": "If Participant breaches any provision of Section 12.A hereof, all outstanding RSUs, whether vested or unvested, shall be immediately forfeited and cancelled for nil consideration and the Participant shall immediately return to the Company the Shares previously received in settlement of any vested RSUs or the pre-tax income derived from any disposition of the Shares previously received in settlement of the RSUs. Participant hereby further consents and agrees that in the event of breach or threatened breach by Participant of any provision of Section A hereof, the Company shall be entitled to (a) temporary and preliminary and permanent injunctive relief and without the posting any bond or other security, (b) damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, (c) recovery of all attorney\u2019s fees and costs incurred by the Company in obtaining such relief, (d) cessation and repayment of any severance benefits paid to Participant pursuant to any agreement with the Company, including any employment agreement, severance benefit agreement, plan or program of the Company, and (e) any other legal and equitable relief to which it may be entitled, including any and all monetary damages which the Company may incur as a result of said breach or threatened breach. The Company may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. For the avoidance of doubt, a Participant exercising any of his or her rights under the DTSA shall not be considered a breach of Section 12.A hereof.", "references": ["Approvals", "Enforcements", "Indemnity", "Enforceability", "Withholdings", "Interpretations", "Powers", "Miscellaneous", "Solvency", "Transactions With Affiliates", "Liens", "Fees", "No Defaults", "Counterparts", "Expenses", "Consents", "No Conflicts", "Venues", "Construction", "Severability", "Binding Effects", "Litigations", "Submission To Jurisdiction", "Erisa", "Forfeitures", "Closings", "Headings", "Terms", "Financial Statements", "Terminations", "Remedies"], "gold": ["Remedies"]}
+{"input": "The Property Manager shall promptly handle complaints and requests from tenants, concessionaires and licensees. The Property Manager shall notify the Company promptly of: (A) any notice received by the Property Manager or known to the Property Manager of violation of any governmental requirements (and make recommendations regarding compliance therewith); (B) any notice received by the Property Manager or known to the Property Manager of violation of covenants, conditions and restrictions affecting the Property or noncompliance with loan documents affecting the Property, if any; (C) any fire, accident or other casualty or damage to the Property; (D) any condemnation proceedings, rezoning or other governmental order, lawsuit or threat thereof involving the Property known to the Property Manager; (E) any violations relative to the leasing, use, repair and maintenance of the Property under governmental laws, rules, regulations, ordinances or like provisions known to the Property Manager; or (F) any violation of any insurance requirement of which the Property Manager has actual knowledge. The Property Manager shall promptly deliver to the Company copies of any documentation in its possession relating to such matters. The Property Manager shall keep the Company reasonably informed of the status of the particular matter through the final resolution thereof. In the event the Property Manager becomes aware of any fire or other damage to the Property or violation or alleged violation of laws respecting hazardous materials, the Property Manager shall immediately give telephonic notice thereof to the Company. The Property Manager shall complete all necessary and customary loss reports in connection with any fire or other damage to the Property. The Property Manager shall retain in the records it maintains for the Property copies of all supporting documentation with reference to such notices.", "references": ["Qualifications", "Agreements", "Titles", "Payments", "Effective Dates", "Sanctions", "Assigns", "Financial Statements", "Indemnifications", "Headings", "Non-Disparagement", "Litigations", "Indemnity", "Miscellaneous", "Waiver Of Jury Trials", "Vesting", "Integration", "Tax Withholdings", "Organizations", "Jurisdictions", "No Conflicts", "Authority", "Remedies", "Positions", "Compliance With Laws", "Powers", "Modifications", "Enforceability", "Construction", "Definitions", "Notices"], "gold": ["Notices"]}
+{"input": "There are no actions, suits or proceedings pending or, to the Purchaser\u2019s knowledge, threatened against or affecting the Purchaser at law or in equity, or before or by any Governmental Body, that are reasonably likely to prohibit or restrain the ability of Purchaser to enter this Agreement or consummate the transactions contemplated by this Agreement. Purchaser is not subject to any outstanding order that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby, nor is Purchaser a party to, or the knowledge of Purchaser, threatened to be made a party to, any such order.", "references": ["Approvals", "Organizations", "Consent To Jurisdiction", "Tax Withholdings", "Effective Dates", "Assigns", "Payments", "Capitalization", "Submission To Jurisdiction", "Taxes", "Financial Statements", "Publicity", "Entire Agreements", "Confidentiality", "Agreements", "Benefits", "Transactions With Affiliates", "Fees", "Interpretations", "Terms", "Binding Effects", "Specific Performance", "Use Of Proceeds", "Indemnity", "Consents", "Titles", "Effectiveness", "Solvency", "Modifications", "Representations", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors\u2019 rights and to general equity principals.", "references": ["Warranties", "Defined Terms", "Cooperation", "Brokers", "Interests", "Intellectual Property", "Remedies", "Definitions", "Death", "Assignments", "Books", "Subsidiaries", "Submission To Jurisdiction", "Interpretations", "Jurisdictions", "Duties", "Sales", "Authority", "Financial Statements", "Benefits", "Modifications", "Counterparts", "Representations", "Indemnifications", "No Waivers", "Approvals", "Miscellaneous", "Closings", "Tax Withholdings", "Fees", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The Company has delivered to the Buyer copies of the financial statements filed by the Company with the SEC Reports (collectively, the \u201c Financial Statements \u201d). The Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly and accurately present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). To the best knowledge of the Credit Parties, no other information provided by or on behalf of the Credit Parties and its Subsidiaries to the Buyer, either as a disclosure schedule to this Agreement, or otherwise in connection with Buyer\u2019s due diligence investigation of the Credit Parties and its Subsidiaries, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.", "references": ["Tax Withholdings", "Binding Effects", "Books", "Transactions With Affiliates", "Existence", "Payments", "Death", "Non-Disparagement", "Severability", "Use Of Proceeds", "Specific Performance", "Positions", "Brokers", "Withholdings", "Amendments", "Consents", "Releases", "Confidentiality", "Indemnifications", "Terminations", "Assigns", "Qualifications", "Taxes", "Employment", "Subsidiaries", "Agreements", "Vesting", "Miscellaneous", "Powers", "Authority", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Without limiting the generality of Section \u200e 4.18.2 , each current or former Person who develops or has developed any Company Technology or Company\u2019s Intellectual Property that in each case, relate to any other aspects of the Company Business, has executed and delivered to the Company proprietary information, confidentiality and assignment agreements substantially in the Company\u2019s standard forms attached hereto as Schedule \u200e 4.18.4 . All amounts payable by the Company to any Persons involved in the research, development, conception or reduction to practice of any Company\u2019s Intellectual Property have been paid in full, and no remuneration, compensation or other amounts remain outstanding or may become due and payable under any circumstance, except for amounts paid or payable to current or former Person in connection with employment or services rendered or to be rendered in the ordinary course of business and not in the nature of a royalty. All assignments with respect to the Intellectual Property of the Company, that are required to be filed or recorded in order to be valid or effective against bona fide purchasers without notice of such assignment have been duly executed and filed or recorded with the United States Patent and Trademark Office or Israeli Patent Office, or the United States Copyright Office, as applicable, and any applicable Governmental Authority elsewhere.", "references": ["Intellectual Property", "Arbitration", "Participations", "Solvency", "Books", "Remedies", "Governing Laws", "Consent To Jurisdiction", "Effectiveness", "Enforcements", "Indemnifications", "Terminations", "Forfeitures", "Interests", "Transactions With Affiliates", "Expenses", "Agreements", "Headings", "Use Of Proceeds", "Costs", "Base Salary", "Assigns", "Integration", "Sanctions", "Construction", "Erisa", "Consents", "Waivers", "Publicity", "Interpretations", "Assignments"], "gold": ["Assignments"]}
+{"input": "Section headings are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purposes or be given substantive effect.", "references": ["Liens", "General", "Sales", "Brokers", "Representations", "Positions", "Venues", "Severability", "Participations", "Death", "Terms", "Binding Effects", "Qualifications", "Further Assurances", "Miscellaneous", "Change In Control", "Base Salary", "No Defaults", "Non-Disparagement", "Submission To Jurisdiction", "Anti-Corruption Laws", "Erisa", "Consents", "Assignments", "Construction", "Arbitration", "Consent To Jurisdiction", "Transactions With Affiliates", "Existence", "Closings", "Headings"], "gold": ["Headings"]}
+{"input": "Client is responsible for any and all taxes which may be applicable to any incentives, benefits, and funding it receives pursuant to this Agreement.", "references": ["Approvals", "Indemnity", "Enforceability", "Binding Effects", "Notices", "Organizations", "Further Assurances", "Modifications", "Amendments", "Vesting", "Non-Disparagement", "Intellectual Property", "Enforcements", "Vacations", "Consents", "Counterparts", "Liens", "Effectiveness", "Specific Performance", "Disclosures", "Financial Statements", "Arbitration", "Releases", "Definitions", "No Conflicts", "Powers", "Insurances", "Use Of Proceeds", "Positions", "Records", "Taxes"], "gold": ["Taxes"]}
+{"input": "Section headings in the Loan Documents are for convenience of reference only, and will not govern the interpretation of any of the provisions of the Loan Documents.", "references": ["Terminations", "Organizations", "Venues", "Indemnifications", "Employment", "Interpretations", "Adjustments", "Powers", "Qualifications", "Existence", "Positions", "Anti-Corruption Laws", "Entire Agreements", "Publicity", "Specific Performance", "Indemnity", "Defined Terms", "Payments", "Notices", "Vacations", "Effectiveness", "Definitions", "Consents", "Survival", "Miscellaneous", "Sales", "Waiver Of Jury Trials", "Counterparts", "Authority", "Brokers", "Headings"], "gold": ["Headings"]}
+{"input": "Notwithstanding any other provision hereof, upon the occurrence of a Change in Control, the unvested Service Tranche of the Cash Award granted hereunder then held by Participant shall become fully vested and the unvested Performance Tranche of the Cash Award granted hereunder then held by Participant shall vest at 150% of the Performance Metric.", "references": ["Positions", "Death", "Compliance With Laws", "Defined Terms", "Insurances", "Terms", "Assignments", "Erisa", "Disability", "Costs", "Books", "Applicable Laws", "Intellectual Property", "Anti-Corruption Laws", "Base Salary", "Transactions With Affiliates", "Sanctions", "Representations", "Entire Agreements", "Vesting", "Capitalization", "Participations", "Headings", "Non-Disparagement", "Subsidiaries", "Qualifications", "No Conflicts", "Indemnity", "Notices", "Terminations", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Section\u00a03.12 of the Disclosure Letter and Section\u00a03.12 of the Disclosure Letter Supplement sets forth, as of the Effective Date and the Amendment No.\u00a02 Effective Date, respectively, the name, type of organization and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by Parent or any Subsidiary in, (a)\u00a0each Subsidiary and (b)\u00a0each joint venture in which Parent or any Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary.\u00a0 All the issued and outstanding Equity Interests in each Subsidiary owned by any Loan Party have been (to the extent such concepts are relevant with respect to such Equity Interests) duly authorized and validly issued and are fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived and not as a result of any rights contained in organizational documents).\u00a0 Except as set forth in Section\u00a03.12 of the Disclosure Letter and Section\u00a03.12 of the Disclosure Letter Supplement, as of the Effective Date and the Amendment No.\u00a02 Effective Date, respectively, there is no existing option, warrant, call, right, commitment or other agreement to which Parent or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary.", "references": ["Duties", "Further Assurances", "Survival", "Submission To Jurisdiction", "Books", "Base Salary", "Construction", "Compliance With Laws", "Enforceability", "Warranties", "Assigns", "Consents", "Headings", "Cooperation", "Non-Disparagement", "Intellectual Property", "Adjustments", "Benefits", "Counterparts", "Qualifications", "Payments", "Forfeitures", "Insurances", "Waivers", "Employment", "Miscellaneous", "No Defaults", "Defined Terms", "Tax Withholdings", "Publicity", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Consulting Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts (regardless of its or any other jurisdiction's choice of law rules).", "references": ["Employment", "Severability", "Solvency", "Powers", "Amendments", "Venues", "Tax Withholdings", "Financial Statements", "Definitions", "Intellectual Property", "Capitalization", "Death", "Enforcements", "Closings", "Brokers", "Waivers", "Positions", "Warranties", "Litigations", "Costs", "Waiver Of Jury Trials", "Authority", "Indemnifications", "Titles", "Effective Dates", "Modifications", "Insurances", "Non-Disparagement", "Successors", "Disability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Buyer and/or Seller, as the case may be, shall have obtained all Permits and all municipal, state or regulatory approvals necessary for consummation of the transactions contemplated hereunder.", "references": ["Arbitration", "Severability", "Notices", "Existence", "Consent To Jurisdiction", "Brokers", "Submission To Jurisdiction", "Specific Performance", "Headings", "Modifications", "Insurances", "Authority", "Vacations", "Effectiveness", "Sales", "Jurisdictions", "Remedies", "Capitalization", "Transactions With Affiliates", "Solvency", "Interpretations", "Qualifications", "Anti-Corruption Laws", "Further Assurances", "Indemnity", "Representations", "Interests", "Confidentiality", "Consents", "Publicity", "Approvals"], "gold": ["Approvals"]}
+{"input": "The titles of the Articles and Sections of this Agreement are for convenience of reference only and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions.", "references": ["Positions", "Books", "Effective Dates", "Employment", "Payments", "Venues", "Intellectual Property", "Defined Terms", "Releases", "Amendments", "Agreements", "Enforcements", "Representations", "Further Assurances", "Non-Disparagement", "Brokers", "Disclosures", "Notices", "No Defaults", "Headings", "Vacations", "Survival", "Solvency", "Interests", "Adjustments", "Effectiveness", "Assigns", "Cooperation", "Qualifications", "Entire Agreements", "Titles"], "gold": ["Titles"]}
+{"input": "Borrower has the requisite legal capacity to borrow money, to execute, deliver and perform each of the Loan Documents to which it is a party and all other documents, certificates and instruments delivered in connection therewith, and to effect and carry out the transactions contemplated herein and therein. Each Loan Document has been duly authorized and, when executed and delivered, will be a valid and legally binding instrument enforceable against Borrower in accordance with its terms. The execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby will not (immediately or with the passage of time, or the giving of notice) violate (a) any law, order, rule or regulation or deten11ination of an arbitrator, a court, or other governmental agency, applicable or binding upon Borrower or any of Borrower\u2019s property or as to which Borrower or any of Borrower s property is subject (collectively, \u201cRequirement of Law\u201d), or (b) any provision of any agreement, instrument, or undertaking to which Borrower is a party. No consents, approvals or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity (\u201cPerson\u201d) in connection with the execution and delivery of the Loan Documents and the performance of any obligations contemplated thereby.", "references": ["Withholdings", "Integration", "Forfeitures", "Financial Statements", "Death", "Base Salary", "Terminations", "Entire Agreements", "Solvency", "Qualifications", "Subsidiaries", "No Defaults", "Taxes", "Indemnity", "Definitions", "Waivers", "Venues", "Liens", "Authorizations", "Disclosures", "Use Of Proceeds", "Waiver Of Jury Trials", "Warranties", "Participations", "Approvals", "Titles", "Enforcements", "Amendments", "Employment", "Fees", "Authority"], "gold": ["Authority"]}
+{"input": "All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) when delivered, if sent by personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (with electronic conformation of delivery) on a business day and during normal business hours of the recipient, and otherwise on the first business day in the place of recipient, (iii) five (5) business days after having been sent, if sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with an internationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written confirmation of receipt. All communications shall be sent to the respective parties at their address or contact details as set forth below, or to such address or contact details as subsequently modified by written notice given in accordance with this Section \u200e9.11, or, in the case of the Investors, as used for purposes of sending shareholders\u2019 notices by the Company.", "references": ["Sanctions", "Integration", "Fees", "Brokers", "No Defaults", "Confidentiality", "Indemnifications", "Further Assurances", "Waiver Of Jury Trials", "Counterparts", "Enforcements", "Applicable Laws", "Vesting", "Qualifications", "Terms", "Modifications", "Cooperation", "Use Of Proceeds", "Headings", "Successors", "Venues", "Powers", "Insurances", "Adjustments", "Existence", "Liens", "Duties", "Capitalization", "Withholdings", "Releases", "Notices"], "gold": ["Notices"]}
+{"input": "There is no pending or (to the knowledge of the Borrower) threatened investigation, action or proceeding against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which (i) except as disclosed in the Exchange Act Reports filed prior to the Funding Date, would, if adversely determined, reasonably be expected to have a material adverse effect on the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity or enforceability of this Agreement.", "references": ["Books", "Approvals", "Miscellaneous", "Interpretations", "Solvency", "Authority", "Vacations", "Headings", "Death", "Capitalization", "Consent To Jurisdiction", "No Defaults", "Modifications", "Insurances", "Sales", "Interests", "Qualifications", "Successors", "Counterparts", "Employment", "Agreements", "Consents", "Releases", "Warranties", "Confidentiality", "Applicable Laws", "Fees", "Transactions With Affiliates", "Payments", "General", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Amendment and any claim, controversy or dispute arising under or related to or in connection with this Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Sections 5-1401 of the New York General Obligations Law.", "references": ["Use Of Proceeds", "Agreements", "Brokers", "Binding Effects", "Compliance With Laws", "Indemnifications", "Successors", "Severability", "Payments", "Insurances", "Headings", "Non-Disparagement", "Liens", "Counterparts", "Entire Agreements", "Submission To Jurisdiction", "Disability", "Benefits", "Sanctions", "Titles", "Vacations", "Effective Dates", "Further Assurances", "Powers", "Qualifications", "General", "Arbitration", "Effectiveness", "No Defaults", "Adjustments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company may terminate this Agreement at any time by written notice to the Investor, except while the Investor holds any of the Put Shares. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided , however , that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination of this Agreement for the maximum length of time allowed under applicable law.", "references": ["No Conflicts", "Enforcements", "Liens", "Taxes", "Modifications", "Enforceability", "Vacations", "Submission To Jurisdiction", "Existence", "Costs", "Waiver Of Jury Trials", "No Waivers", "Forfeitures", "Use Of Proceeds", "Survival", "Terms", "Further Assurances", "Transactions With Affiliates", "Headings", "Interpretations", "Representations", "Disability", "Records", "Titles", "Employment", "Erisa", "Definitions", "Confidentiality", "Fees", "Expenses", "Terminations"], "gold": ["Terminations"]}
+{"input": "On the terms and subject to the conditions set forth herein, on the date hereof simultaneously with the execution and delivery of this Agreement, the Parties will consummate the Transactions (the \u201c Closing \u201d) by taking the actions set forth in Section 2.2 and Section 2.3.", "references": ["Benefits", "Forfeitures", "Change In Control", "Consent To Jurisdiction", "Construction", "Organizations", "Duties", "Waiver Of Jury Trials", "Confidentiality", "Submission To Jurisdiction", "Cooperation", "Releases", "Liens", "Notices", "Arbitration", "Adjustments", "Titles", "Erisa", "Venues", "Terms", "Subsidiaries", "Survival", "Solvency", "Existence", "Successors", "Qualifications", "Indemnity", "Costs", "Taxes", "Sales", "Closings"], "gold": ["Closings"]}
+{"input": "Such Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.", "references": ["Survival", "Forfeitures", "Notices", "Successors", "Duties", "Remedies", "Existence", "Benefits", "Assignments", "Use Of Proceeds", "General", "Transactions With Affiliates", "Erisa", "Brokers", "Waiver Of Jury Trials", "Qualifications", "Death", "Counterparts", "Miscellaneous", "Indemnity", "Applicable Laws", "Construction", "Fees", "Sales", "Specific Performance", "Enforceability", "Effectiveness", "Indemnifications", "Records", "Books", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the New York office of the Administrative Agent.", "references": ["Litigations", "Terms", "Submission To Jurisdiction", "Indemnity", "Integration", "Employment", "Governing Laws", "Powers", "Notices", "Participations", "Base Salary", "Effective Dates", "Organizations", "Venues", "Enforcements", "Approvals", "Forfeitures", "Solvency", "Amendments", "Positions", "Anti-Corruption Laws", "Disability", "Erisa", "Benefits", "Capitalization", "Specific Performance", "Withholdings", "Cooperation", "Tax Withholdings", "General", "Payments"], "gold": ["Payments"]}
+{"input": "Each Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to the extent not reimbursed by Credit Parties) upon demand against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from Agent's gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) that Agent may suffer or incur in connection with the Financing Documents or any action taken or omitted by Agent hereunder or thereunder.\u00a0\u00a0If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by Required Lenders until such additional indemnity is furnished.", "references": ["Anti-Corruption Laws", "Change In Control", "Definitions", "Records", "Governing Laws", "Waivers", "Compliance With Laws", "Subsidiaries", "Participations", "Positions", "Existence", "Brokers", "Base Salary", "Applicable Laws", "Enforcements", "Financial Statements", "Indemnity", "Titles", "Disclosures", "Terms", "Employment", "Headings", "Specific Performance", "Survival", "No Defaults", "Consent To Jurisdiction", "Erisa", "Integration", "Notices", "Submission To Jurisdiction", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The parties hereto recognize that the Company or an Affiliate may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Performance Share Units or Restricted Stock or, in the event that the Chairman elects under Code Section 83(b) to report the receipt of the Restricted Shares as income in the year of receipt, upon the Chairman\u2019s receipt of the Restricted Shares, and upon the payment of any cash relating to earned dividend equivalents at the time of issuance. The Chairman agrees that, at such time, if the Company or an Affiliate is required to withhold such taxes, the Chairman will promptly pay, in cash upon demand (or in any other manner permitted by the Committee in accordance with the terms of the Plan), to the Company or an Affiliate such amounts as shall be necessary to satisfy such obligation, and the issuance of Shares in connection with the vesting of any Performance Share Units shall be conditioned upon the prior payment by the Chairman, or the establishment of arrangements satisfactory to the Committee for the payment by the Chairman, of such obligation. The Chairman further acknowledges that the Company has directed the Chairman to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which the Chairman may reside, and the tax consequences of the Chairman\u2019s death.", "references": ["Terms", "Enforceability", "Non-Disparagement", "Costs", "Counterparts", "Venues", "Interpretations", "Submission To Jurisdiction", "Successors", "Sales", "Terminations", "Records", "Effective Dates", "Compliance With Laws", "Warranties", "Closings", "General", "Disclosures", "Releases", "Arbitration", "Indemnity", "Brokers", "Enforcements", "Governing Laws", "Transactions With Affiliates", "Capitalization", "Litigations", "Representations", "Authority", "No Defaults", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "This Waiver and Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument. Receipt by telecopy or electronic mail of any executed signature page to this Waiver and Amendment shall constitute effective delivery of such signature page.", "references": ["Sales", "No Defaults", "Representations", "Warranties", "Taxes", "Indemnity", "Non-Disparagement", "No Conflicts", "Waivers", "Liens", "Defined Terms", "Construction", "Arbitration", "Definitions", "Positions", "Titles", "Subsidiaries", "Intellectual Property", "General", "Vesting", "Duties", "Entire Agreements", "Terms", "Waiver Of Jury Trials", "Integration", "Submission To Jurisdiction", "Governing Laws", "Brokers", "Jurisdictions", "Specific Performance", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The representations, warranties, covenants and conditions of the respective parties contained herein or made pursuant to this Warrant shall survive the execution and delivery of this Warrant.", "references": ["Specific Performance", "Existence", "Transactions With Affiliates", "Employment", "Releases", "Use Of Proceeds", "Further Assurances", "Organizations", "Construction", "Sanctions", "Solvency", "Capitalization", "Financial Statements", "Waivers", "Litigations", "Payments", "Compliance With Laws", "Withholdings", "Terminations", "Interests", "Participations", "Assigns", "No Defaults", "Defined Terms", "Venues", "Vesting", "Amendments", "Non-Disparagement", "Effective Dates", "Subsidiaries", "Survival"], "gold": ["Survival"]}
+{"input": "Executive\u2019s entitlement to any severance benefits under Section 9(b) shall be subject to Executive executing a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the \u201c Release \u201d) and such Release becoming effective and irrevocable within forty-five (45) days following the Executive\u2019s separation from service. The first payment shall include all amounts that otherwise would have been due prior to the effective date of the Release under the terms of Section 9(b) as though those amounts commenced immediately upon Executive\u2019s separation from service with any payments due thereafter shall be paid as provided in Section 9(b). If any payment under Section 9(b) is deferred compensation subject to Section 409A of the Code, and if such forty-five (45) day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Executive is not permitted to influence the calendar year of payment based on the timing of his signing of the Release.", "references": ["Transactions With Affiliates", "Waivers", "Effective Dates", "Submission To Jurisdiction", "General", "Organizations", "Liens", "Waiver Of Jury Trials", "Specific Performance", "Terminations", "Vacations", "Assigns", "Cooperation", "Payments", "Sales", "Participations", "Brokers", "Amendments", "Entire Agreements", "Survival", "Intellectual Property", "Change In Control", "Powers", "Consents", "Approvals", "Sanctions", "Severability", "Solvency", "Warranties", "Fees", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement (together with the applicable Subscription Agreement) constitutes the entire understanding and agreement between the parties with respect to the DTI Securities owned by the New Class\u00a0A Stockholders and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto. In the event of any inconsistency between this Agreement and any document executed or delivered to effect the purposes of this Agreement, including the Organizational Documents of any Person, this Agreement shall govern as among the parties hereto. Each of the parties hereto shall exercise all voting and other rights and powers available to it so as to give effect to the provisions of this Agreement and, if necessary, to procure (so far as it is able to do so) any required amendment to the Company\u2019s and/or its Subsidiaries\u2019 Organizational Documents, in order to cure any such inconsistency.", "references": ["Specific Performance", "Anti-Corruption Laws", "Authority", "Closings", "Sales", "Defined Terms", "Publicity", "Assigns", "Interpretations", "Further Assurances", "Notices", "Agreements", "Jurisdictions", "Enforceability", "Governing Laws", "Base Salary", "Fees", "Existence", "Books", "Payments", "Liens", "Expenses", "Indemnity", "Capitalization", "Effectiveness", "Consent To Jurisdiction", "Costs", "Disability", "Construction", "Use Of Proceeds", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The obligations imposed by Paragraphs 3-6, above, of this letter agreement are severable and should be construed independently of each other. The invalidity of one such provision shall not affect the validity of any other such provision. If any provision if Paragraphs 3-6 shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this letter agreement, as the case may require, and this letter agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.", "references": ["Consents", "Capitalization", "Closings", "Binding Effects", "Records", "Applicable Laws", "Indemnity", "Notices", "Liens", "Duties", "No Conflicts", "Tax Withholdings", "Fees", "Solvency", "Effectiveness", "Survival", "Financial Statements", "General", "Benefits", "Confidentiality", "Releases", "Governing Laws", "Enforceability", "Miscellaneous", "Sales", "Insurances", "Representations", "Terminations", "Amendments", "Waivers", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous oral and written agreements and understandings relating to such subject matter. Holder agrees to be bound by the terms and conditions of this Agreement and of the Plan, and that in the event of any conflict between this Agreement and the terms of the Plan, the terms of the Plan shall prevail. All designations, determinations, interpretations, and other decisions under or with respect to this Agreement or the Award will be within the sole discretion of the Committee, may be made at any time and will be final, conclusive, and binding upon all persons, including, but not limited to, the Company, any Subsidiary, Holder, any stockholder and any employee of the Company or any Affiliate. HOLDER ACKNOWLEDGES AND AGREES THAT THE COMMITTEE SHALL ADMINISTER THIS AGREEMENT AND THE AWARD, AND THAT HOLDER IS BOUND BY, AND THE AWARD IS SUBJECT TO, ANY TERMS, RULES OR DETERMINATIONS MADE BY THE COMMITTEE.", "references": ["Records", "Insurances", "Adjustments", "Non-Disparagement", "Erisa", "Duties", "Organizations", "Fees", "Qualifications", "Confidentiality", "No Waivers", "Construction", "Indemnifications", "Assignments", "Participations", "Interests", "Sales", "Defined Terms", "Compliance With Laws", "No Conflicts", "Financial Statements", "Definitions", "Notices", "Authority", "Waivers", "Capitalization", "Terminations", "Solvency", "Interpretations", "Costs", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "In any Action among the parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware; (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such Action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof. Service of process, summons, notice or document to any party\u2019s address and in the manner set forth in Section 11.2 shall be effective service of process for any such Action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "references": ["Construction", "Warranties", "No Defaults", "Successors", "Sales", "Arbitration", "Sanctions", "Payments", "Integration", "Erisa", "Consents", "Change In Control", "Consent To Jurisdiction", "Records", "Qualifications", "Existence", "Titles", "Capitalization", "Further Assurances", "Closings", "Brokers", "Costs", "Indemnifications", "Indemnity", "Authorizations", "Authority", "Miscellaneous", "Taxes", "Participations", "Governing Laws", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The provisions of Sections 8, 9, 10, 11, 12, 14, 15, 16 and 22 of this Agreement shall survive its expiration or termination.", "references": ["Employment", "Assignments", "Specific Performance", "Benefits", "No Conflicts", "No Defaults", "Intellectual Property", "Effective Dates", "Interpretations", "Consent To Jurisdiction", "Consents", "Transactions With Affiliates", "Participations", "Compliance With Laws", "No Waivers", "Submission To Jurisdiction", "Successors", "Sales", "Modifications", "Further Assurances", "Notices", "Insurances", "Remedies", "Assigns", "Powers", "Binding Effects", "Use Of Proceeds", "Governing Laws", "Organizations", "Terms", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement and the legal relations hereby created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof. Each Participant shall submit to the venue and personal jurisdiction of the Colorado state and federal courts concerning any dispute for which judicial redress is permitted pursuant to this Agreement; however the Company is not limited in seeking relief in those courts.", "references": ["Severability", "No Conflicts", "Amendments", "Death", "Enforcements", "Notices", "Positions", "Agreements", "Entire Agreements", "Defined Terms", "Employment", "Anti-Corruption Laws", "Compliance With Laws", "Use Of Proceeds", "Indemnifications", "Approvals", "Participations", "General", "Capitalization", "Payments", "Assigns", "Effectiveness", "Modifications", "Disability", "Erisa", "Fees", "Confidentiality", "Integration", "Subsidiaries", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but the same instrument. Any signature page to this Amendment containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.", "references": ["Miscellaneous", "Benefits", "Enforcements", "Specific Performance", "Further Assurances", "Records", "Subsidiaries", "Amendments", "Non-Disparagement", "Participations", "Integration", "Death", "No Waivers", "Financial Statements", "Effectiveness", "Erisa", "Closings", "Anti-Corruption Laws", "Notices", "Consent To Jurisdiction", "Publicity", "Cooperation", "Insurances", "Employment", "Releases", "Forfeitures", "Taxes", "Assignments", "Jurisdictions", "Compliance With Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company may withhold from any payments made under this Agreement (including severance payments) all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.\u00a0Executive acknowledges and represents that the Company has not provided any tax advice to him in connection with this Agreement and that he has been advised by the Company to seek tax advice from his own tax advisors regarding this Agreement and payments that may be made to him pursuant to this Agreement, including specifically, the application of the provisions of Section\u00a0409A of the Code to such payments.", "references": ["Miscellaneous", "Liens", "Confidentiality", "Compliance With Laws", "Non-Disparagement", "Enforcements", "Modifications", "Releases", "Survival", "Jurisdictions", "Counterparts", "Existence", "Submission To Jurisdiction", "Disability", "Capitalization", "Sanctions", "Notices", "Employment", "Interests", "Vacations", "Brokers", "Forfeitures", "No Waivers", "Construction", "Anti-Corruption Laws", "Approvals", "Headings", "Entire Agreements", "Amendments", "Titles", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement will commence on September 26, 2017 and end on the date that is 10 years after the Effective Time (the \u201c Term \u201d), unless terminated early in accordance with this Agreement.", "references": ["Interpretations", "Insurances", "Binding Effects", "Use Of Proceeds", "Jurisdictions", "Terminations", "Vacations", "Authorizations", "Counterparts", "Approvals", "Miscellaneous", "Headings", "Effective Dates", "Authority", "Organizations", "Entire Agreements", "Effectiveness", "Releases", "Capitalization", "Severability", "Compliance With Laws", "Cooperation", "Subsidiaries", "Employment", "Payments", "Forfeitures", "General", "Erisa", "Disability", "Successors", "Terms"], "gold": ["Terms"]}
+{"input": "EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY ANY 2018-A BASIC DOCUMENT.", "references": ["General", "Severability", "Enforceability", "Use Of Proceeds", "Entire Agreements", "Confidentiality", "Adjustments", "Subsidiaries", "Positions", "Base Salary", "Jurisdictions", "Vacations", "Indemnity", "Successors", "Modifications", "Binding Effects", "Agreements", "Change In Control", "Survival", "Terms", "Venues", "Forfeitures", "Expenses", "Closings", "Capitalization", "Liens", "Vesting", "Cooperation", "Approvals", "Litigations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.", "references": ["Waivers", "Positions", "Costs", "Benefits", "Qualifications", "Powers", "Expenses", "Venues", "Interests", "Enforcements", "Sanctions", "Tax Withholdings", "No Conflicts", "Existence", "Terminations", "Solvency", "Amendments", "Authority", "Subsidiaries", "Effectiveness", "Arbitration", "Publicity", "Titles", "Modifications", "Financial Statements", "Vesting", "Payments", "Change In Control", "Litigations", "Participations", "Headings"], "gold": ["Headings"]}
+{"input": "The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof.\u00a0\u00a0All capitalized terms used herein (including, without limitation, in the foregoing recitals) and not defined herein shall have the meanings given to such terms in the Restated Loan Agreement and the rules of interpretation set forth in Section 1.2 thereof are incorporated herein mutatis mutandis .", "references": ["Assigns", "Duties", "Defined Terms", "Forfeitures", "Death", "Severability", "Agreements", "Compliance With Laws", "Solvency", "Authorizations", "Employment", "Non-Disparagement", "Confidentiality", "Consents", "Base Salary", "Amendments", "Jurisdictions", "Terms", "Disclosures", "Specific Performance", "General", "Venues", "Existence", "Consent To Jurisdiction", "Indemnity", "Expenses", "Arbitration", "Enforcements", "Indemnifications", "Construction", "Definitions"], "gold": ["Definitions"]}
+{"input": "All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and delivery of this Agreement and the other Financing Documents and the other Operative Documents.\u00a0 The provisions of Section\u00a02.10 and Articles 11 and 12 shall survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment.", "references": ["Terms", "Effectiveness", "General", "Specific Performance", "Participations", "Modifications", "Submission To Jurisdiction", "Change In Control", "Effective Dates", "Benefits", "Amendments", "Capitalization", "Entire Agreements", "Financial Statements", "No Defaults", "Adjustments", "Expenses", "Consents", "Miscellaneous", "Arbitration", "Terminations", "Warranties", "Forfeitures", "No Conflicts", "Use Of Proceeds", "Vesting", "Waivers", "Indemnity", "Erisa", "Headings", "Survival"], "gold": ["Survival"]}
+{"input": "This Amendment shall not constitute a novation of the Loan Agreement or any of the Loan Documents. \u00a0Except as expressly stated herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties.\u00a0\u00a0Except as expressly stated herein, Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents.\u00a0\u00a0Except as amended hereby, the Loan Agreement and other Loan Documents remain unmodified and in full force and effect.\u00a0\u00a0All references in the Loan Documents to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby.", "references": ["Insurances", "Compliance With Laws", "Interpretations", "Use Of Proceeds", "Titles", "Construction", "Amendments", "Terms", "Anti-Corruption Laws", "Indemnifications", "Vesting", "Waiver Of Jury Trials", "Tax Withholdings", "Capitalization", "Effectiveness", "Authorizations", "Vacations", "Definitions", "Representations", "Base Salary", "Binding Effects", "Indemnity", "Successors", "Enforceability", "Positions", "Releases", "Applicable Laws", "Erisa", "Headings", "Survival", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15 .", "references": ["Disclosures", "Modifications", "Closings", "Indemnity", "Representations", "Further Assurances", "Forfeitures", "Vacations", "Expenses", "Sanctions", "Employment", "Insurances", "Anti-Corruption Laws", "Releases", "Terms", "Effective Dates", "Taxes", "Agreements", "No Waivers", "Approvals", "Participations", "Venues", "Entire Agreements", "Definitions", "Interests", "Vesting", "Indemnifications", "Litigations", "Compliance With Laws", "General", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement shall be governed and interpreted in accordance with the laws of the State where the Land is located.", "references": ["Terms", "Sanctions", "Benefits", "Brokers", "Authority", "Headings", "Construction", "Capitalization", "General", "Terminations", "Agreements", "Positions", "Specific Performance", "Vacations", "Sales", "Records", "Intellectual Property", "Definitions", "Integration", "Remedies", "Expenses", "Further Assurances", "Employment", "Erisa", "No Conflicts", "Qualifications", "Liens", "Binding Effects", "Approvals", "Costs", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All obligations of the Company with respect to Performance Awards granted under the Plan shall be binding upon any successor to the Company, whether such successor is the result of an acquisition of stock or assets of the Company, a merger, a consolidation or otherwise.", "references": ["Capitalization", "Subsidiaries", "Compliance With Laws", "Disclosures", "Survival", "Solvency", "Representations", "Amendments", "Adjustments", "Assignments", "Binding Effects", "Interests", "Defined Terms", "Liens", "Authorizations", "Counterparts", "Arbitration", "Litigations", "Authority", "Headings", "No Waivers", "Death", "Cooperation", "Remedies", "Organizations", "Consent To Jurisdiction", "Further Assurances", "Records", "Intellectual Property", "Positions", "Successors"], "gold": ["Successors"]}
+{"input": "The Company may terminate the Executive\u2019s employment if the Executive is disabled and unable to perform the essential functions of the Executive\u2019s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. Such termination shall not affect any vested rights which Executive may have at the time of such disability pursuant to any insurance or other disability plans or agreements of the Company, which shall continue to be governed by the provision of such plans and agreements. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive\u2019s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive\u2019s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company\u2019s determination of such issue shall be binding on the Executive. Notwithstanding anything to the contrary set forth in this Section 3(b), nothing in this Section 3(b) shall be construed to limit or waive the Executive\u2019s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. \u00a72601 et seq . and the Americans with Disabilities Act, 42 U.S.C. \u00a712101 et seq.", "references": ["General", "Further Assurances", "Integration", "Arbitration", "Anti-Corruption Laws", "Duties", "Assigns", "Cooperation", "Assignments", "No Defaults", "Venues", "Defined Terms", "Construction", "Existence", "Death", "Insurances", "Change In Control", "Jurisdictions", "Books", "Organizations", "Consents", "Definitions", "Subsidiaries", "Miscellaneous", "Fees", "Qualifications", "Effective Dates", "Litigations", "Warranties", "Tax Withholdings", "Disability"], "gold": ["Disability"]}
+{"input": "All of the Borrower\u2019s obligations under this Article III , as well as the Lenders\u2019 obligations under Section \u00a03.01(e) , shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.", "references": ["Powers", "No Conflicts", "Capitalization", "General", "Jurisdictions", "Headings", "Closings", "Disability", "Subsidiaries", "Governing Laws", "Duties", "Enforcements", "Warranties", "Enforceability", "Sanctions", "Participations", "Litigations", "Employment", "Binding Effects", "Successors", "Authority", "Submission To Jurisdiction", "Qualifications", "Liens", "Vesting", "Interests", "Solvency", "Forfeitures", "Applicable Laws", "Remedies", "Survival"], "gold": ["Survival"]}
+{"input": "(a)\u00a0Each of Holdings and the Borrower shall, and shall cause each Restricted Subsidiary to, comply with all Requirements of Law with respect to it or its property, such that no failure so to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.", "references": ["Integration", "Financial Statements", "Releases", "Payments", "Non-Disparagement", "Definitions", "Tax Withholdings", "Subsidiaries", "Assigns", "Powers", "Liens", "Amendments", "Organizations", "Withholdings", "No Waivers", "Taxes", "Publicity", "Fees", "Specific Performance", "Costs", "No Conflicts", "Consents", "Severability", "Sales", "Authority", "Further Assurances", "Employment", "Waiver Of Jury Trials", "Counterparts", "Adjustments", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "In consideration of Executive's performance of the duties set forth in Section 2, the Employer shall provide Executive the compensation specified in this Agreement.\u00a0 The Employer shall pay Executive a salary of $192,000 per year (\" Base Salary \").\u00a0 The Base Salary shall be payable semi-monthly, or with such other frequency as officers of the Employer are generally paid. During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board or by a committee designated by the Board, and the Employer may increase, but not decrease (except for a decrease that is generally applicable to all employees) Executive's Base Salary. Any increase in Base Salary shall become \"Base Salary\" for purposes of this Agreement.", "references": ["Litigations", "Enforceability", "Notices", "Capitalization", "Sanctions", "General", "Disability", "Death", "Adjustments", "Assignments", "Powers", "Effectiveness", "Vacations", "Amendments", "Sales", "Organizations", "Qualifications", "Costs", "Remedies", "Definitions", "Further Assurances", "Erisa", "Defined Terms", "Titles", "Construction", "Liens", "Authority", "Intellectual Property", "Indemnity", "Arbitration", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement, together with the Exhibits and Annexes hereto, and the Disclosure Letters, contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings, oral and written, with respect thereto, other than the Confidentiality Agreement. This Section \u00a010.4 shall not be deemed to be an admission or acknowledgment by any of the parties hereto that any prior agreements or understandings, oral or written, with respect to the subject matter hereof exist, other than the Confidentiality Agreement.", "references": ["Enforceability", "Further Assurances", "Payments", "Fees", "Authorizations", "Tax Withholdings", "Transactions With Affiliates", "Capitalization", "Integration", "Intellectual Property", "Taxes", "Disclosures", "Forfeitures", "Specific Performance", "Sanctions", "Brokers", "Benefits", "Confidentiality", "Waiver Of Jury Trials", "Effective Dates", "Compliance With Laws", "Employment", "Base Salary", "Qualifications", "Sales", "Titles", "Vacations", "Positions", "Anti-Corruption Laws", "Terms", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Borrower and each Subsidiary has duly complied, and its Properties and business operations are in compliance, in all respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.\u00a0 Neither the Borrower nor any Subsidiary has received any citations, notices or orders of material noncompliance under any Applicable Law which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.\u00a0 No Inventory produced or assembled by the Borrower or any Subsidiary has been produced in violation in any material respect of the FLSA and, to the knowledge of the Borrower and each Subsidiary, no other Inventory has been produced in violation in any material respect of the FLSA.", "references": ["Use Of Proceeds", "Authorizations", "Assignments", "Titles", "Payments", "Modifications", "Insurances", "Subsidiaries", "Positions", "Existence", "Duties", "Notices", "Governing Laws", "Indemnifications", "No Defaults", "General", "Books", "Representations", "Litigations", "Participations", "Records", "Entire Agreements", "Venues", "Successors", "Enforcements", "Headings", "Costs", "Assigns", "Change In Control", "Defined Terms", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each Party represents and warrants that (a)\u00a0it is a corporation, limited liability company, partnership or other entity, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b)\u00a0it has the requisite power and authority to execute, deliver and perform this Agreement, (c)\u00a0the execution, delivery and performance by it of this Agreement has been duly and validly authorized by all necessary actions on its part, and (d)\u00a0this Agreement constitutes the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its terms.", "references": ["No Conflicts", "Solvency", "Arbitration", "Specific Performance", "Modifications", "Benefits", "Further Assurances", "Closings", "Tax Withholdings", "Agreements", "Employment", "Assigns", "Litigations", "Defined Terms", "Financial Statements", "Miscellaneous", "Sales", "Notices", "Forfeitures", "Duties", "Jurisdictions", "Publicity", "Warranties", "Death", "Remedies", "No Defaults", "Waiver Of Jury Trials", "Transactions With Affiliates", "Construction", "Existence", "Authority"], "gold": ["Authority"]}
+{"input": "This Exchange Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors\u2019 rights and remedies.", "references": ["Effective Dates", "Approvals", "Integration", "Agreements", "Benefits", "Intellectual Property", "Submission To Jurisdiction", "Construction", "Severability", "Litigations", "Terms", "Non-Disparagement", "Indemnity", "Publicity", "Entire Agreements", "Tax Withholdings", "Amendments", "Titles", "Arbitration", "Definitions", "Use Of Proceeds", "Waiver Of Jury Trials", "Releases", "Change In Control", "Records", "Participations", "Brokers", "Forfeitures", "Confidentiality", "Disclosures", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "As of the Effective Date, no Default or Event of Default has occurred and is continuing.", "references": ["Books", "Solvency", "Disability", "Effective Dates", "Closings", "Representations", "Withholdings", "Fees", "Powers", "Consent To Jurisdiction", "Sanctions", "Effectiveness", "Cooperation", "Jurisdictions", "Indemnity", "Indemnifications", "Titles", "Releases", "Terminations", "Defined Terms", "Benefits", "Publicity", "Intellectual Property", "Remedies", "Payments", "Subsidiaries", "No Conflicts", "Miscellaneous", "Warranties", "Venues", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Restricted Stock Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.", "references": ["Duties", "Waivers", "Modifications", "Amendments", "Withholdings", "Compliance With Laws", "Indemnifications", "Specific Performance", "Defined Terms", "Notices", "Participations", "Headings", "Enforceability", "Waiver Of Jury Trials", "Taxes", "Brokers", "Disclosures", "Existence", "Base Salary", "Titles", "Tax Withholdings", "Consent To Jurisdiction", "Remedies", "Intellectual Property", "No Defaults", "Powers", "General", "Insurances", "Payments", "No Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Neither the Borrower, any Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code.", "references": ["Powers", "Change In Control", "Sales", "Non-Disparagement", "Indemnifications", "Counterparts", "Disability", "Subsidiaries", "Expenses", "Approvals", "Solvency", "Taxes", "Jurisdictions", "Integration", "Specific Performance", "Qualifications", "Venues", "Interpretations", "Cooperation", "Tax Withholdings", "Remedies", "Governing Laws", "Entire Agreements", "Capitalization", "Organizations", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Transactions With Affiliates", "Severability", "Representations", "Erisa"], "gold": ["Erisa"]}
+{"input": "Except as determined by the Compensation Committee of the Trust\u2019s Board of Trustees (the \u201cCommittee\u201d) at any time, upon the failure of the Participant to be employed by the Trust or any of its affiliates for any reason, all unvested restricted shares shall be forfeited by the Participant to the Trust without the payment of any consideration by the Trust; provided, that except as specified in the Plan, in the event of a Participant\u2019s retirement, permanent disability, other termination of employment or death, or in cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of the Trust, waive in whole or in part any or all remaining restrictions with respect to such Participant\u2019s restricted shares. Notwithstanding the foregoing or anything to the contrary herein, the terms of that certain Employment Agreement, dated as of ________________, by and between the Trust and Participant (as it may be amended and/or restated from time to time, the \u201cEmployment Agreement\u201d) shall govern the Award in the event Participant\u2019s employment by the Trust is terminated (i) involuntarily, either by the Trust without \u201cCause\u201d or by the Participant for \u201cGood Reason,\u201d or (ii) because of the Participant\u2019s death or \u201cdisability,\u201d or (iii) within ___ months after a \u201cChange in Control\u201d either by the Trust without \u201cCause\u201d or by the Participant for \u201cGood Reason\u201d (as all such terms are defined in the Employment Agreement).", "references": ["Death", "Employment", "Payments", "Counterparts", "Costs", "Waiver Of Jury Trials", "Construction", "Warranties", "Assignments", "Effective Dates", "Survival", "No Waivers", "Books", "General", "Tax Withholdings", "Confidentiality", "Anti-Corruption Laws", "Fees", "Expenses", "Use Of Proceeds", "Amendments", "Publicity", "Representations", "Insurances", "Definitions", "Defined Terms", "Authority", "Enforcements", "Closings", "Modifications", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The term of the Partnership began on the date the Certificate of Limited Partnership of the Partnership became effective, and the Partnership shall have perpetual existence unless sooner dissolved as provided in Article IX .", "references": ["Use Of Proceeds", "Representations", "Enforcements", "Waivers", "Insurances", "Arbitration", "Publicity", "Positions", "Cooperation", "Duties", "Payments", "Records", "Sanctions", "Base Salary", "Defined Terms", "Releases", "Erisa", "Submission To Jurisdiction", "Employment", "Withholdings", "Authorizations", "Forfeitures", "Consents", "Fees", "Definitions", "Indemnity", "Remedies", "Benefits", "Intellectual Property", "Brokers", "Terms"], "gold": ["Terms"]}
+{"input": "All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the related transaction documents, the performance of all obligations of the Company thereunder, including the authorization, issuance and delivery of the Purchased Shares, has been taken. This Agreement and the related transaction documents have been duly executed and delivered by the Company and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors\u2019 rights).", "references": ["Titles", "Fees", "Submission To Jurisdiction", "Effective Dates", "Employment", "Vacations", "Positions", "Closings", "Books", "Interpretations", "Governing Laws", "Effectiveness", "Confidentiality", "Waivers", "Assigns", "Amendments", "Modifications", "Miscellaneous", "No Conflicts", "Indemnity", "Participations", "Counterparts", "Sanctions", "Subsidiaries", "Liens", "Taxes", "Disclosures", "Definitions", "Organizations", "Records", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Sections 12.3, 13, 18 and 19 shall survive any expiration or termination of this Agreement.", "references": ["Terminations", "Warranties", "Defined Terms", "Erisa", "Anti-Corruption Laws", "Capitalization", "Agreements", "Closings", "Authority", "Cooperation", "Severability", "Taxes", "Withholdings", "Change In Control", "Duties", "Disclosures", "Miscellaneous", "Costs", "No Waivers", "Arbitration", "Effective Dates", "Modifications", "Interests", "Interpretations", "Sanctions", "Enforceability", "Indemnifications", "Vacations", "Existence", "Forfeitures", "Survival"], "gold": ["Survival"]}
+{"input": "Each Party shall be responsible to pay or collect any federal, state or local taxes, including excise, sales, use or other taxes (\"Taxes\") arising from the Party\u2019s performance under this Agreement.", "references": ["Interests", "Successors", "Entire Agreements", "Subsidiaries", "Books", "Death", "Change In Control", "Participations", "Effectiveness", "Amendments", "Definitions", "Expenses", "Enforceability", "Arbitration", "Payments", "Remedies", "Closings", "Binding Effects", "Assigns", "Severability", "Brokers", "Use Of Proceeds", "Authority", "Counterparts", "Duties", "Effective Dates", "Approvals", "Indemnifications", "Qualifications", "Warranties", "Taxes"], "gold": ["Taxes"]}
+{"input": "Guarantor hereby acknowledges, agrees and confirms that, by its execution hereof, Guarantor will be deemed to be a Loan Party under the Credit Agreement and a \u201cGuarantor\u201d for all purposes of the Credit Agreement. Guarantor further agrees to be bound by, all of the terms, provisions and conditions contained in herein and in the Credit Agreement applicable to a Guarantor.", "references": ["Capitalization", "Taxes", "Defined Terms", "Definitions", "Insurances", "Authorizations", "Consent To Jurisdiction", "Indemnity", "Adjustments", "Transactions With Affiliates", "Fees", "Subsidiaries", "Powers", "Effectiveness", "Amendments", "Construction", "Waivers", "Intellectual Property", "Tax Withholdings", "Existence", "Enforcements", "Interpretations", "Solvency", "Records", "Withholdings", "Confidentiality", "Liens", "Base Salary", "Releases", "Remedies", "Warranties"], "gold": ["Warranties"]}
+{"input": "Waiver of Jury Trial : EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.", "references": ["Compliance With Laws", "Cooperation", "Counterparts", "Taxes", "Approvals", "Sanctions", "Subsidiaries", "Headings", "Forfeitures", "Titles", "Authorizations", "Brokers", "Modifications", "Remedies", "Litigations", "Base Salary", "Effective Dates", "No Conflicts", "Confidentiality", "Vacations", "Assigns", "Waivers", "Employment", "Use Of Proceeds", "Solvency", "Disclosures", "Submission To Jurisdiction", "Withholdings", "Further Assurances", "Integration", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Farmer Mac shall reimburse the Executive for his actual reasonable and necessary business expenses incurred in carrying out his duties under this Agreement, in each case in accordance with Farmer Mac\u2019s policies as in effect from time-to-time and subject to the Executive\u2019s compliance with the terms of such policies. Reimbursement shall be made to the Executive in accordance with Farmer Mac\u2019s standard expense reimbursement protocol after presentation to Farmer Mac of an itemized accounting and documentation of such expenses in accordance with Farmer Mac\u2019s expense reimbursement policies.", "references": ["Binding Effects", "Disclosures", "Erisa", "Intellectual Property", "Withholdings", "Interests", "Vesting", "Closings", "Consent To Jurisdiction", "General", "Entire Agreements", "Assigns", "Benefits", "Use Of Proceeds", "Warranties", "Records", "Insurances", "Notices", "Remedies", "Titles", "No Waivers", "Books", "Positions", "Base Salary", "Capitalization", "Integration", "Indemnifications", "Specific Performance", "Amendments", "Construction", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Lender and the Borrower shall, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Agreement and the other Loan Documents or any other documents, agreements, certificates and instruments to which the Borrower is a party or by which the Borrower is bound in connection with this Agreement.", "references": ["Definitions", "Remedies", "Assigns", "Records", "Headings", "Disclosures", "Binding Effects", "Construction", "Successors", "No Conflicts", "Enforcements", "Withholdings", "Indemnifications", "Interpretations", "Effective Dates", "Specific Performance", "Notices", "No Waivers", "Change In Control", "Costs", "Publicity", "Organizations", "Books", "Waivers", "Erisa", "Qualifications", "Governing Laws", "Enforceability", "Interests", "Benefits", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The language in all parts of this Release shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Release or any part thereof.", "references": ["Disclosures", "Sales", "Withholdings", "Representations", "Anti-Corruption Laws", "Capitalization", "Fees", "Approvals", "Costs", "Erisa", "Consent To Jurisdiction", "Applicable Laws", "Counterparts", "Enforceability", "Indemnifications", "Effective Dates", "Vesting", "Records", "Consents", "Venues", "Death", "Disability", "Change In Control", "Publicity", "Benefits", "Use Of Proceeds", "Waivers", "Powers", "Closings", "Confidentiality", "Construction"], "gold": ["Construction"]}
+{"input": "In the event of a dispute between any of the parties arising under or relating in any way whatsoever to this Agreement, the disputing parties shall attempt to resolve it through good faith negotiation. If the dispute is not resolved through such negotiation, then the disputing parties shall attempt to resolve it through mediation in the State of New York, USA, with a neutral, third-party mediator mutually agreed upon by the disputing parties. Unless otherwise agreed by the disputing parties, the costs of mediation shall be shared equally. If the dispute is not resolved through mediation, then upon written demand by one of the disputing parties it shall be referred to a mutually agreeable arbitrator. The arbitration process shall be conducted in accordance with the laws of the United States of America and the State of New York, except as modified herein. Venue for the arbitration hearing shall be the State of New York, USA. All remedies, legal and equitable, available in court shall also be available in arbitration. The arbitrator\u2019s decision shall be final and binding, and judgment may be entered thereon in a court of competent jurisdiction. This Agreement shall be interpreted and enforced in accordance with the laws of the United States of America and the State of New York, without regard to conflict of law principles thereof.", "references": ["Authority", "Participations", "Binding Effects", "Sales", "General", "Interests", "Taxes", "Releases", "Integration", "Duties", "Agreements", "Positions", "Miscellaneous", "Records", "Further Assurances", "Indemnifications", "Vesting", "Compliance With Laws", "Enforcements", "Terminations", "Vacations", "No Conflicts", "Anti-Corruption Laws", "Tax Withholdings", "Applicable Laws", "Jurisdictions", "Fees", "Venues", "Construction", "Powers", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Capitalized terms \u00a0 in this Fourth Amendment shall have the same meaning as those in the Agreement, unless specifically defined in this Fourth Amendment. All section and paragraph references refer to sections or paragraphs as applicable, in the Agreement. References to the term \u201cAgreement\u201d in the Agreement shall be deemed to include the Fourth Amendment.", "references": ["Modifications", "Jurisdictions", "Successors", "Costs", "Forfeitures", "Use Of Proceeds", "Enforceability", "Consents", "Confidentiality", "Notices", "Warranties", "Taxes", "Death", "No Waivers", "Capitalization", "Titles", "Further Assurances", "Cooperation", "Indemnity", "Change In Control", "Base Salary", "Defined Terms", "Terminations", "Construction", "Effective Dates", "Records", "Approvals", "Vacations", "Severability", "Representations", "Terms"], "gold": ["Terms"]}
+{"input": "EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.", "references": ["Representations", "Vacations", "Waivers", "Severability", "Arbitration", "Defined Terms", "Notices", "Terminations", "Withholdings", "Costs", "Governing Laws", "Effectiveness", "Counterparts", "Indemnity", "Sanctions", "Authorizations", "Assignments", "Solvency", "No Waivers", "Integration", "Modifications", "Entire Agreements", "Consents", "Enforceability", "Taxes", "Effective Dates", "Interests", "Venues", "Authority", "Miscellaneous", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Lease binds any party who legally acquires any rights or interest in this Lease from Landlord or Tenant. However, Landlord shall have no obligation to Tenant\u2019s successor unless the rights or interests of Tenant\u2019s successor are acquired in accordance with the terms of this Lease. The laws of the state in which the Premises is located shall govern this Lease. Tenant represents it is a California corporation in good standing. Carmel River, LLC , represents it is a Delaware limited liability company in good standing, and authorized to do business in California. Carlsen Investments, LLC, represents it is a California limited liability company in good standing. Rieger Investments, LLC, represents it is a Delaware limited liability company in good standing, and authorized to do business in California.", "references": ["Waivers", "No Waivers", "Representations", "Withholdings", "General", "Releases", "Modifications", "Venues", "Miscellaneous", "Solvency", "Authorizations", "Brokers", "Assigns", "Subsidiaries", "Indemnity", "Vacations", "Consents", "Fees", "Disclosures", "Taxes", "Approvals", "Books", "Severability", "Qualifications", "Warranties", "Existence", "Amendments", "Non-Disparagement", "Terminations", "Intellectual Property", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "As of the Execution Date, (a) Schedule 6 sets forth, for each Grantor, a true and accurate list of: (i) all registrations and applications for registration of any United States Copyright owned by such Grantor; (ii) all United States Patents and applications for Patents owned by such Grantor; and (iii) all registrations and applications in connection with United States Trademarks owned by such Grantor, each of which is required to be pledged hereunder; (b) except as set forth on Schedule 6 , such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such listed Intellectual Property, as well as any other material Intellectual Property owned by such Grantor, in each case free and clear of all Liens, claims and exclusive licenses, except for Permitted Liens; (c) except as set forth on Schedule 6 , such Grantor has not made a previous assignment, sale, transfer, exclusive license, or similar arrangement constituting a present or future assignment, sale, transfer, exclusive license or similar arrangement of any material Intellectual Property that has not been terminated or released; and (d) Schedule 6 lists all exclusive, inbound Copyright Licenses held by such Grantor pursuant to which such Grantor has been granted rights in or to any registered United States Copyrights.", "references": ["Capitalization", "Solvency", "General", "Modifications", "Authority", "Erisa", "Taxes", "Expenses", "Waivers", "Miscellaneous", "Tax Withholdings", "Payments", "Terms", "Adjustments", "Forfeitures", "Enforceability", "Approvals", "Assigns", "No Defaults", "Effectiveness", "Benefits", "No Waivers", "Closings", "Specific Performance", "Withholdings", "Interpretations", "Publicity", "Notices", "Counterparts", "Definitions", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Terms not otherwise defined herein are used herein with the respective meanings given them in the Term Loan Agreement.", "references": ["Cooperation", "Withholdings", "Waiver Of Jury Trials", "Vacations", "Waivers", "Transactions With Affiliates", "Amendments", "Assigns", "Remedies", "Organizations", "Forfeitures", "Integration", "Litigations", "Disability", "Further Assurances", "Non-Disparagement", "Tax Withholdings", "Indemnifications", "Employment", "Sanctions", "Liens", "Solvency", "Interests", "Effective Dates", "Qualifications", "Representations", "Sales", "Binding Effects", "Use Of Proceeds", "Venues", "Definitions"], "gold": ["Definitions"]}
+{"input": "(a)\u00a0 Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b)\u00a0below), all notices and other communications provided for hereunder shall be in writing (including telecopier) and mailed, telecopied or delivered, if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule I; or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Administrative Agent. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).\u00a0 Notices and other communications delivered through electronic communications to the extent provided in subsection (b)\u00a0below, shall be effective as provided in such subsection (b).", "references": ["Warranties", "Records", "Costs", "No Conflicts", "Arbitration", "Further Assurances", "Non-Disparagement", "Defined Terms", "Assigns", "Indemnity", "Employment", "Submission To Jurisdiction", "Venues", "Compliance With Laws", "Jurisdictions", "No Defaults", "Books", "Sales", "Solvency", "Indemnifications", "Disclosures", "Representations", "Definitions", "Miscellaneous", "Anti-Corruption Laws", "Authorizations", "Assignments", "Enforcements", "Applicable Laws", "Withholdings", "Notices"], "gold": ["Notices"]}
+{"input": "Each party hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.", "references": ["Duties", "Consents", "Governing Laws", "Indemnity", "Qualifications", "Publicity", "Taxes", "Employment", "Applicable Laws", "Intellectual Property", "Survival", "Arbitration", "Agreements", "Defined Terms", "Existence", "Counterparts", "Successors", "Confidentiality", "Interpretations", "Forfeitures", "Capitalization", "Sales", "Construction", "Releases", "Use Of Proceeds", "Terminations", "Change In Control", "Enforcements", "Definitions", "Liens", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lease.", "references": ["Venues", "Arbitration", "General", "Vesting", "No Conflicts", "Death", "Jurisdictions", "Notices", "Existence", "Authority", "Publicity", "Counterparts", "Duties", "Books", "Definitions", "Compliance With Laws", "Solvency", "Binding Effects", "Anti-Corruption Laws", "Sales", "Tax Withholdings", "Erisa", "Terms", "Disclosures", "Transactions With Affiliates", "Effective Dates", "Warranties", "Consent To Jurisdiction", "Organizations", "No Waivers", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "In the event of any inconsistency between this Exhibit B and Section 5 of the Agreement, the terms and conditions of Section 5 shall prevail.", "references": ["Terms", "Assigns", "Liens", "Entire Agreements", "Effective Dates", "Effectiveness", "Records", "Further Assurances", "Specific Performance", "Enforcements", "Miscellaneous", "Construction", "Adjustments", "Counterparts", "Organizations", "Successors", "Representations", "Use Of Proceeds", "Subsidiaries", "Brokers", "Powers", "Anti-Corruption Laws", "Terminations", "Authorizations", "Withholdings", "Expenses", "Qualifications", "General", "Sanctions", "Integration", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Each Party shall be responsible for paying its own fees, costs and expenses in connection with the negotiation, drafting and closing of this Agreement and the transactions herein contemplated.", "references": ["Costs", "Solvency", "Waivers", "Applicable Laws", "Effective Dates", "Notices", "Authorizations", "Terminations", "Waiver Of Jury Trials", "Representations", "Intellectual Property", "Releases", "Assigns", "Insurances", "Payments", "Organizations", "Interests", "Indemnifications", "Use Of Proceeds", "Change In Control", "Interpretations", "Enforcements", "Defined Terms", "Fees", "Entire Agreements", "Adjustments", "No Defaults", "Existence", "Consents", "Subsidiaries", "Expenses"], "gold": ["Expenses"]}
+{"input": "Upon written request by any Indemnified Party, Trustor shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in any such claim or proceeding include both Trustor and any Indemnified Party and Trustor and such Indemnified Party shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Parties that are different from or in addition to those available to Trustor, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Upon demand, Trustor shall pay or, in the sole and absolute discretion of Beneficiary, reimburse, Beneficiary for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.", "references": ["Intellectual Property", "Effective Dates", "Interests", "Governing Laws", "Consent To Jurisdiction", "Vacations", "Confidentiality", "Entire Agreements", "Base Salary", "Transactions With Affiliates", "Binding Effects", "Jurisdictions", "Sales", "Waivers", "Withholdings", "Fees", "General", "Benefits", "Further Assurances", "Disclosures", "Integration", "Interpretations", "Severability", "Publicity", "Notices", "Consents", "Erisa", "Solvency", "Construction", "Litigations", "Expenses"], "gold": ["Expenses"]}
+{"input": "No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Loans requested to be made, or Letters of Credit requested to be issued.", "references": ["Intellectual Property", "Costs", "Governing Laws", "Positions", "Sales", "Waivers", "No Waivers", "Enforceability", "Miscellaneous", "Anti-Corruption Laws", "Binding Effects", "Vacations", "Disclosures", "Representations", "Assigns", "Interpretations", "Qualifications", "Indemnity", "Expenses", "Records", "Titles", "Sanctions", "Amendments", "Taxes", "Survival", "Organizations", "Withholdings", "Death", "Closings", "Notices", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior written or oral and all contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained, which shall be deemed terminated effective immediately. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.", "references": ["Costs", "Erisa", "Withholdings", "Assigns", "Jurisdictions", "Expenses", "Arbitration", "Indemnifications", "Applicable Laws", "Releases", "Existence", "Positions", "Approvals", "Subsidiaries", "Effectiveness", "Anti-Corruption Laws", "Venues", "No Waivers", "Terms", "Sanctions", "Waiver Of Jury Trials", "Fees", "Non-Disparagement", "Compliance With Laws", "Terminations", "Change In Control", "Records", "Survival", "Vesting", "Indemnity", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary, (iii) other employee benefits, including stock option agreements under the 2012 Plan or the 2006 Plan or any other plan of the Company except as disclosed in Subsection 2.17 to the Disclosure Schedule and (iv) as described in the Company\u2019s Annual Report on Form 10-K/A filed with the Commission on April 30, 2018, with respect to a loan facility provided to the Company by Rockmore Investment Master Fund Ltd.", "references": ["Authority", "Integration", "Positions", "Defined Terms", "No Defaults", "Enforcements", "Binding Effects", "Brokers", "Warranties", "Powers", "Adjustments", "Amendments", "Venues", "No Waivers", "Waivers", "Costs", "Qualifications", "Financial Statements", "Terms", "Representations", "Governing Laws", "Sales", "Base Salary", "Litigations", "Disability", "Successors", "Existence", "Capitalization", "Approvals", "Liens", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Licensee Entities shall maintain written or electronic records in sufficient detail, in a good scientific manner (in accordance with all applicable GLP, GVP and GCP promulgated or endorsed by any applicable Regulatory Authority in the Territory, or as otherwise specified in the Development Plan) and appropriate for regulatory and patent purposes, which are complete and accurate in all material respects and reflect all Development work performed under the Development Plan and results achieved. Agios shall have the right, upon reasonable advance notice, and no more than [**], to inspect and copy all such records (for clarity, including all applicable clinical, regulatory and quality records).", "references": ["Forfeitures", "Titles", "Specific Performance", "Qualifications", "Successors", "Cooperation", "Miscellaneous", "Insurances", "Participations", "Positions", "Subsidiaries", "Effective Dates", "Arbitration", "Agreements", "Sanctions", "Remedies", "Warranties", "Sales", "Authority", "Submission To Jurisdiction", "Payments", "No Defaults", "Employment", "Benefits", "Litigations", "Solvency", "Terminations", "No Conflicts", "Transactions With Affiliates", "Disability", "Records"], "gold": ["Records"]}
+{"input": "This Agreement shall continue in force for a period of one year from the Effective Date and may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company (acting through the Independent Directors) will evaluate the performance of the Adviser annually before renewing this Agreement, and each such renewal shall be for a term of no more than one year.\u00a0\u00a0Any such renewal must be approved by the Independent Directors.", "references": ["General", "Entire Agreements", "Titles", "Liens", "Cooperation", "Defined Terms", "Miscellaneous", "Assigns", "Survival", "Modifications", "Counterparts", "Transactions With Affiliates", "Jurisdictions", "Sanctions", "Powers", "Existence", "Authority", "Compliance With Laws", "Terminations", "Vesting", "Disability", "Consents", "Non-Disparagement", "Waivers", "Sales", "Severability", "Disclosures", "Positions", "Records", "Books", "Terms"], "gold": ["Terms"]}
+{"input": "On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof, (a)\u00a0there are no U.C.C. Financing Statement or similar notice of Lien outstanding covering any personal property of any Company; (b)\u00a0there are no mortgages outstanding covering any real property of any Company; and (c)\u00a0no real or personal property of any Company is subject to any Lien of any kind. The Administrative Agent, for the benefit of the Lenders, upon the filing of the U.C.C. Financing Statements and taking such other actions necessary to perfect its Lien against collateral of the corresponding type as authorized hereunder will have a valid and enforceable first Lien on the collateral securing the Secured Obligations to the extent such Lien may be perfected by the filing of a U.C.C. Financing Statement . No Company has entered into any currently effective contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a Lien on, or a collateral assignment of, any of the property or assets of any Company.", "references": ["Interpretations", "Interests", "Books", "Headings", "Qualifications", "Approvals", "Insurances", "Titles", "Employment", "Financial Statements", "Terms", "Tax Withholdings", "Publicity", "Waivers", "Vacations", "Disability", "Integration", "Authority", "Anti-Corruption Laws", "Cooperation", "Miscellaneous", "Releases", "Base Salary", "Effective Dates", "Existence", "Confidentiality", "Indemnity", "Further Assurances", "Vesting", "Capitalization", "Liens"], "gold": ["Liens"]}
+{"input": "Each Pre-Export Loan Party is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent.", "references": ["No Defaults", "Existence", "Adjustments", "Confidentiality", "Waiver Of Jury Trials", "Brokers", "Indemnifications", "Defined Terms", "No Conflicts", "Effectiveness", "Applicable Laws", "Vacations", "Intellectual Property", "Taxes", "Construction", "Effective Dates", "Subsidiaries", "Expenses", "Consents", "Change In Control", "Specific Performance", "Powers", "Governing Laws", "Benefits", "Employment", "Base Salary", "Duties", "Approvals", "Authority", "Transactions With Affiliates", "Solvency"], "gold": ["Solvency"]}
+{"input": "For services performed by Executive pursuant to this Agreement, Company shall pay Executive a minimum base salary at the rate of $300,000 per year (the \u201c Base Salary \u201d) payable in accordance with Company\u2019s standard payroll practices. The Base Salary shall not be subject to reduction but may be increased at the discretion of the Compensation Committee of the Board of Directors (the \u201c Compensation Committee \u201d).", "references": ["Vacations", "Publicity", "Interpretations", "Waivers", "Use Of Proceeds", "Modifications", "Authority", "Remedies", "Transactions With Affiliates", "Enforcements", "Indemnity", "Notices", "Sales", "Agreements", "Taxes", "Duties", "Records", "Assigns", "Capitalization", "Benefits", "Arbitration", "Consent To Jurisdiction", "Sanctions", "Assignments", "Effectiveness", "Authorizations", "Liens", "Terms", "Organizations", "Forfeitures", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such Grantor\u2019s Collateral by the Credit Agreement (including Subsection 8.14 thereof), such Grantor owns each item of such Grantor\u2019s Collateral free and clear of any and all Liens securing Indebtedness. As of the Closing Date, except as set forth on Schedule 3 , to the knowledge of such Grantor ( x ) in the case of the ABL Priority Collateral, no currently effective financing statement or other similar public notice with respect to any Lien securing Indebtedness on all or any part of such Grantor\u2019s ABL Priority Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia and ( y ) in the case of the Cash Flow Priority Collateral, no currently effective financing statement or other similar public notice with respect to any Lien securing Indebtedness on all or any part of such Grantor\u2019s Cash Flow Priority Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia, except, in each case, such as have been filed in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement (including Subsection 8.14 thereof) or any other Loan Document or for which termination statements will be delivered on the Closing Date.", "references": ["No Conflicts", "Taxes", "Modifications", "Disclosures", "Participations", "Intellectual Property", "Disability", "Sales", "Integration", "Subsidiaries", "Base Salary", "Enforceability", "Change In Control", "Benefits", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Arbitration", "Remedies", "Governing Laws", "Terminations", "Closings", "Positions", "Records", "Specific Performance", "Headings", "Miscellaneous", "Costs", "Solvency", "Jurisdictions", "Capitalization", "Titles"], "gold": ["Titles"]}
+{"input": "This Agreement constitutes the entire agreement between the parties with respect to compensation, severance pay, benefits and accelerated vesting and supersedes in all respects all prior agreements between the parties concerning such subject matter, including without limitation the Superseded Employment Agreements . Notwithstanding the foregoing, the Employee NDA, the Plan and the Equity Documents shall not be superseded by this Agreement and the Executive acknowledges and agrees that any such agreements remain in full force and effect.", "references": ["Forfeitures", "Waivers", "Indemnifications", "Qualifications", "Anti-Corruption Laws", "No Defaults", "Venues", "Terminations", "Liens", "Fees", "Withholdings", "Costs", "Construction", "Subsidiaries", "Records", "Books", "Existence", "Remedies", "Definitions", "Taxes", "Consents", "Cooperation", "Severability", "Adjustments", "Publicity", "Sales", "Approvals", "Interpretations", "Warranties", "Participations", "Integration"], "gold": ["Integration"]}
+{"input": "Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof .\u00a0 The Purchaser covenants and agrees that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Company\u2019s Common Stock during the period commencing with the execution of this Agreement and ending on the earlier Maturity Date (as defined in the Notes) of the Notes or the full repayment or conversion of the Notes; provided that this provision shall not prohibit any sales made where a corresponding Notice of Conversion is tendered to the Company and the shares received upon such conversion or exercise are used to close out such sale; provided, further that this provision shall not operate to restrict a Purchaser\u2019s trading under any prior securities purchase agreement containing contractual rights that explicitly protects such trading in respect of the previously issued securities .", "references": ["Forfeitures", "Organizations", "Authorizations", "Headings", "Interpretations", "Consents", "Publicity", "Venues", "Records", "Survival", "Closings", "Approvals", "Governing Laws", "Capitalization", "Non-Disparagement", "Amendments", "Compliance With Laws", "Terms", "Disability", "Jurisdictions", "Anti-Corruption Laws", "Participations", "Modifications", "Positions", "No Conflicts", "Enforceability", "Sanctions", "Litigations", "Transactions With Affiliates", "Intellectual Property", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement shall become effective when it shall have been executed by Alcoa Arconic and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each Lender and each Issuer, and thereafter shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent, each Lender and each Issuer and their respective successors and assigns, except that none of the Borrowers shall have the right to assign its rights hereunder or any interest herein without the prior consent of all the Lenders and each Issuer.", "references": ["Fees", "Warranties", "Modifications", "Further Assurances", "Solvency", "Amendments", "Insurances", "Effective Dates", "Venues", "Sales", "Litigations", "Representations", "Terminations", "Compliance With Laws", "Taxes", "Successors", "Waiver Of Jury Trials", "Records", "Agreements", "Governing Laws", "Withholdings", "Approvals", "Vacations", "Consents", "Brokers", "Forfeitures", "Interests", "Disability", "Indemnity", "Counterparts", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement may not be amended except by an instrument signed by a duly authorized representative of each of the Parties hereto.", "references": ["Expenses", "Remedies", "Assignments", "Records", "Vacations", "Cooperation", "Payments", "Arbitration", "Waiver Of Jury Trials", "Severability", "No Waivers", "Subsidiaries", "Applicable Laws", "Authorizations", "Compliance With Laws", "Costs", "Approvals", "Interests", "Withholdings", "Publicity", "Confidentiality", "Adjustments", "Liens", "Powers", "Submission To Jurisdiction", "Change In Control", "Jurisdictions", "Forfeitures", "Governing Laws", "Consents", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investor, the NPS Investors or holder of Registrable Securities or of any assignee of the Investor, the NPS Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 7.2.", "references": ["Miscellaneous", "Records", "Authorizations", "Interpretations", "Disability", "Effectiveness", "Interests", "Transactions With Affiliates", "Definitions", "No Defaults", "Further Assurances", "Severability", "No Conflicts", "Enforceability", "Defined Terms", "Positions", "Insurances", "Sanctions", "Notices", "Expenses", "Non-Disparagement", "Litigations", "Counterparts", "Entire Agreements", "Employment", "Benefits", "Death", "Vesting", "Survival", "Intellectual Property", "Assignments"], "gold": ["Assignments"]}
+{"input": "As a condition precedent to his right to be indemnified hereunder, the Executive shall give the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or reasonably could be sought under this Agreement. Promptly after receiving the notice from the Executive, the Company inform the Executive in writing if the Company is providing indemnification for the claim.", "references": ["Venues", "Arbitration", "Adjustments", "Consents", "Solvency", "Entire Agreements", "Miscellaneous", "Effective Dates", "Counterparts", "Confidentiality", "Brokers", "Construction", "Headings", "Closings", "Payments", "Records", "Fees", "Warranties", "Amendments", "Assignments", "Waivers", "Remedies", "General", "Vacations", "Non-Disparagement", "Assigns", "Change In Control", "Authorizations", "Positions", "Expenses", "Notices"], "gold": ["Notices"]}
+{"input": "The execution, delivery and performance of this Amendment and any agreements executed and delivered in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained and any disclosure filings with the SEC as may be required with respect to this Amendment.", "references": ["Financial Statements", "General", "Participations", "Powers", "Warranties", "Entire Agreements", "Jurisdictions", "Disclosures", "Adjustments", "Notices", "Organizations", "Disability", "Forfeitures", "Litigations", "Costs", "Transactions With Affiliates", "Further Assurances", "Defined Terms", "Waivers", "Base Salary", "Compliance With Laws", "Agreements", "Interests", "No Conflicts", "Tax Withholdings", "Arbitration", "Employment", "Assigns", "Submission To Jurisdiction", "Records", "Approvals"], "gold": ["Approvals"]}
+{"input": "The Board shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Manager.\u00a0 No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.\u00a0 Members of special or standing committees may be allowed like compensation for attending committee meetings.", "references": ["Financial Statements", "Terms", "Subsidiaries", "Construction", "Interests", "Brokers", "General", "Integration", "Defined Terms", "Terminations", "Submission To Jurisdiction", "Jurisdictions", "Cooperation", "Fees", "Tax Withholdings", "Enforceability", "Representations", "Counterparts", "Definitions", "Interpretations", "Disability", "Existence", "Headings", "Further Assurances", "Severability", "Remedies", "Qualifications", "Indemnifications", "No Conflicts", "Authorizations", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents. Any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, Applicable Law or otherwise. Agent alone is authorized to determine eligibility and applicable advance rates under the Borrowing Base, whether to impose or release any reserve, or whether any conditions to funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Secured Party or other Person for any error in judgment. No Secured Party (other than Agent) shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise.", "references": ["Applicable Laws", "Litigations", "Qualifications", "Approvals", "Jurisdictions", "Interpretations", "Payments", "Amendments", "Anti-Corruption Laws", "Successors", "Notices", "Disclosures", "Effective Dates", "Compliance With Laws", "Releases", "Closings", "Brokers", "Venues", "Waiver Of Jury Trials", "Authorizations", "Severability", "Confidentiality", "Survival", "Definitions", "Capitalization", "Subsidiaries", "Adjustments", "Entire Agreements", "Publicity", "Integration", "Authority"], "gold": ["Authority"]}
+{"input": "The sole general partner of Acquiror is Talon Real Estate Holding Corp. (\u201c Talon Holding \u201d). \u00a0Talon Holding is a publicly-traded real estate holding corporation, but is not a real estate investment trust. \u00a0Acquiror may, in its sole and absolute discretion, direct Contributor to convey the ownership interests and Project to one or more Affiliates (as defined below) of Talon Holding, and hereby directs Contributor to convey the Project to an entity to be formed, Talon Antigua LLC, a Delaware Limited Liability Company (\u201c Subsidiary \u201d), a special purpose entity wholly-owned by Acquiror.", "references": ["Disability", "Consents", "Duties", "Submission To Jurisdiction", "Powers", "Costs", "Non-Disparagement", "Waiver Of Jury Trials", "Enforceability", "Miscellaneous", "Consent To Jurisdiction", "Forfeitures", "Further Assurances", "Tax Withholdings", "Litigations", "Indemnity", "Closings", "Applicable Laws", "Base Salary", "Remedies", "Financial Statements", "Headings", "Change In Control", "Disclosures", "Effective Dates", "Counterparts", "Effectiveness", "Insurances", "Records", "Waivers", "General"], "gold": ["General"]}
+{"input": "Neither the Borrower nor any Subsidiary is in default under or with respect to any of its Contractual Obligations in any respect which would have a Material Adverse Effect.\u00a0\u00a0No Event of Default has occurred and is continuing.", "references": ["Applicable Laws", "Sanctions", "Severability", "Disclosures", "Payments", "Interpretations", "Erisa", "Binding Effects", "Survival", "No Conflicts", "Approvals", "Effective Dates", "Notices", "Transactions With Affiliates", "Assigns", "Death", "Compliance With Laws", "Releases", "Waivers", "Authorizations", "Financial Statements", "Interests", "Vacations", "Withholdings", "Qualifications", "Capitalization", "Fees", "Participations", "Submission To Jurisdiction", "Insurances", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "You will have the right, on the same basis as other employees of the Company, to participate in and to receive benefits under any Company group medical, dental, life, disability or other group insurance plans, as well as under the Company\u2019s business expense reimbursement, educational assistance, holiday, and other benefit plans and policies. You will also be eligible to participate in the Company\u2019s 401(k) plan.", "references": ["Governing Laws", "Terms", "Subsidiaries", "Forfeitures", "Warranties", "No Defaults", "Consent To Jurisdiction", "Transactions With Affiliates", "No Waivers", "Construction", "Effectiveness", "Erisa", "Adjustments", "Participations", "Interpretations", "Survival", "Cooperation", "Vacations", "Amendments", "Capitalization", "Sanctions", "Effective Dates", "Representations", "Vesting", "Powers", "Solvency", "Indemnity", "Waiver Of Jury Trials", "Waivers", "Base Salary", "Benefits"], "gold": ["Benefits"]}
+{"input": "The properties of the Loan Parties are insured with financially sound and reputable insurance companies that are not Affiliates of the Loan Parties, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where a Loan Party operates.", "references": ["Survival", "Interests", "Arbitration", "Successors", "Vacations", "Powers", "Closings", "Change In Control", "Financial Statements", "Consent To Jurisdiction", "Qualifications", "Approvals", "Warranties", "Participations", "Taxes", "Duties", "Assignments", "No Defaults", "Capitalization", "Further Assurances", "Binding Effects", "Benefits", "Subsidiaries", "Cooperation", "Terminations", "Remedies", "Amendments", "Confidentiality", "Payments", "Disclosures", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Letter Agreement by facsimile, portable document format (.pdf) or other electronic means shall be effective as delivery of a mutually executed counterpart to this Letter Agreement.", "references": ["Authority", "Publicity", "Severability", "Assignments", "Adjustments", "Closings", "Arbitration", "Representations", "Taxes", "Titles", "Organizations", "Forfeitures", "Specific Performance", "Solvency", "Modifications", "Death", "Integration", "Effectiveness", "Capitalization", "Brokers", "Sanctions", "Transactions With Affiliates", "Records", "Insurances", "Compliance With Laws", "Definitions", "Binding Effects", "Entire Agreements", "Withholdings", "Employment", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No indemnifying party will, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.", "references": ["Cooperation", "Payments", "Duties", "Defined Terms", "Consents", "Approvals", "Titles", "Use Of Proceeds", "Base Salary", "Notices", "Effective Dates", "Further Assurances", "Binding Effects", "Withholdings", "Adjustments", "Counterparts", "Confidentiality", "Entire Agreements", "Warranties", "Forfeitures", "Submission To Jurisdiction", "Fees", "Assignments", "Effectiveness", "Non-Disparagement", "Indemnity", "Applicable Laws", "Interests", "Assigns", "Solvency", "Releases"], "gold": ["Releases"]}
+{"input": "(a)\u00a0 Comply, and cause each other Loan Party and each of their respective Subsidiaries to comply, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b)\u00a0without limiting clause\u00a0(a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i)\u00a0listed on the Specially Designated Nationals and Blocked Person List maintained by the OFAC, Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii)\u00a0a person designated under Section\u00a01(b), (c)\u00a0or (d) of Executive Order No.\u00a013224 (September\u00a023, 2001), any related enabling legislation or any other similar Executive Orders, (c)\u00a0without limiting clause (a) above, comply, and cause each other Loan Party to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all taxes and other governmental charges against it or any of its property, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any Loan Party to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral to satisfy such claim.", "references": ["Entire Agreements", "Counterparts", "Brokers", "Taxes", "Miscellaneous", "Solvency", "Releases", "Tax Withholdings", "Base Salary", "Effective Dates", "Agreements", "Anti-Corruption Laws", "Severability", "Duties", "Assigns", "Powers", "Titles", "Records", "Erisa", "Consents", "No Defaults", "Defined Terms", "Fees", "Definitions", "Indemnity", "Cooperation", "Litigations", "Subsidiaries", "General", "Further Assurances", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement will be construed and governed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.", "references": ["Qualifications", "Enforceability", "Effective Dates", "Sales", "Entire Agreements", "Applicable Laws", "Insurances", "Indemnity", "Miscellaneous", "Non-Disparagement", "Titles", "Successors", "Confidentiality", "Representations", "No Conflicts", "Vacations", "Binding Effects", "Further Assurances", "Organizations", "Liens", "Jurisdictions", "Costs", "Amendments", "Financial Statements", "Counterparts", "Consents", "Notices", "No Waivers", "Assigns", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Such Grantor will, if so requested by the Administrative Agent, furnish to the Administrative Agent, as often as the Administrative Agent requests, in its Permitted Discretion, statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Administrative Agent may reasonably request, all in such detail as the Administrative Agent may specify. Such Grantor also agrees to take any and all commercially reasonable actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.", "references": ["Duties", "Subsidiaries", "Integration", "Anti-Corruption Laws", "Miscellaneous", "Use Of Proceeds", "Transactions With Affiliates", "Remedies", "Publicity", "Consent To Jurisdiction", "Interests", "Definitions", "Cooperation", "Effective Dates", "Submission To Jurisdiction", "Interpretations", "Withholdings", "Erisa", "Agreements", "Brokers", "Positions", "Powers", "Taxes", "Terminations", "Participations", "Terms", "Titles", "Records", "Confidentiality", "Non-Disparagement", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Pledgor will upon demand pay the Pledgee for any sums, costs and expenses which the Pledgee may pay or incur pursuant to the provisions of this Agreement or in defending, protecting or enforcing this Agreement or the security interest granted herein or in enforcing payment of the Obligations or otherwise in connection with the provisions hereof, including but not limited to court costs, collection charges and reasonable attorneys\u2019 fees, all of which, together with interest thereon shall be part of the Obligations and be payable on demand.", "references": ["Change In Control", "Headings", "Brokers", "Specific Performance", "Successors", "Cooperation", "Anti-Corruption Laws", "Waivers", "Authorizations", "Capitalization", "Solvency", "Notices", "Organizations", "Consent To Jurisdiction", "Indemnity", "No Conflicts", "Titles", "Enforceability", "Construction", "Survival", "Qualifications", "Definitions", "Liens", "Records", "Confidentiality", "Venues", "Publicity", "Sales", "Participations", "Costs", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Parties agree and acknowledge that Exhibit B shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles. With respect to any claim or dispute arising out of or related to this Agreement or Exhibit B, the Parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Harris County, Texas, unless another forum or venue is required by law. Both the Company and Employee agree to waive a trial by jury of any or all issues arising under or connected with this Agreement or Exhibit B, and consent to trial by the judge .", "references": ["Existence", "Employment", "Transactions With Affiliates", "Interests", "Forfeitures", "Jurisdictions", "Anti-Corruption Laws", "Enforceability", "Successors", "Erisa", "Death", "Miscellaneous", "Releases", "Submission To Jurisdiction", "Costs", "Expenses", "Effectiveness", "Qualifications", "Interpretations", "Effective Dates", "Intellectual Property", "Waivers", "Tax Withholdings", "Construction", "Terms", "Base Salary", "Fees", "Integration", "Adjustments", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All of the obligations of the Loan Parties under this Article IV shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.", "references": ["Change In Control", "Litigations", "No Waivers", "Interests", "Venues", "Organizations", "Records", "Forfeitures", "Defined Terms", "Transactions With Affiliates", "Definitions", "Positions", "Base Salary", "Amendments", "Disability", "Powers", "Entire Agreements", "Approvals", "Authority", "Fees", "Intellectual Property", "Headings", "Expenses", "Assigns", "Warranties", "Duties", "Modifications", "Employment", "Costs", "Compliance With Laws", "Survival"], "gold": ["Survival"]}
+{"input": "The Loan Parties will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. Each such policy of liability or casualty insurance maintained by or on behalf of Loan Parties shall (a)\u00a0in the case of each liability insurance policy (other than workers\u2019 compensation, director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, on behalf of the Lender Parties, as an additional insured thereunder and (b)\u00a0in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Lender Parties, as a loss payee thereunder, and the Loan Parties will use commercially reasonable efforts to have each such policy provide for at least 30 days\u2019 (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy. With respect to each Flood Hazard Property owned by any Loan Party with respect to which flood insurance has been made available under Flood Insurance Laws, the applicable Loan Party (i)\u00a0has obtained and will maintain, with financially sound and reputable insurance companies, flood insurance in such amount and otherwise on such terms as shall be required to comply with all applicable rules and regulations promulgated pursuant to Flood Insurance Laws and (ii)\u00a0promptly upon request of the Administrative Agent or any Lender, will deliver to the Administrative Agent or such Lender the applicable Flood Insurance Documents and such other evidence of compliance, including evidence of annual renewals of such insurance, as may be reasonably requested by the Administrative Agent or such Lender and as shall be in form and substance reasonably acceptable to the Administrative Agent or such Lender.", "references": ["Adjustments", "Authority", "Withholdings", "Defined Terms", "Powers", "Costs", "Waiver Of Jury Trials", "General", "Sanctions", "Duties", "Tax Withholdings", "No Conflicts", "Enforcements", "Closings", "Applicable Laws", "Indemnity", "Fees", "Amendments", "Brokers", "Vacations", "Further Assurances", "Enforceability", "Assigns", "Qualifications", "Anti-Corruption Laws", "Counterparts", "Venues", "Submission To Jurisdiction", "Remedies", "Transactions With Affiliates", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, as such laws are applied to contracts entered into and performed in such State, without reference to principles of conflicts of laws.", "references": ["Representations", "Warranties", "Entire Agreements", "Defined Terms", "Enforcements", "Brokers", "Change In Control", "Tax Withholdings", "Non-Disparagement", "No Defaults", "Capitalization", "Litigations", "Counterparts", "Authority", "Headings", "Employment", "Closings", "Terms", "Compliance With Laws", "Solvency", "No Waivers", "Taxes", "Further Assurances", "Liens", "Modifications", "Intellectual Property", "Arbitration", "Interpretations", "Consent To Jurisdiction", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any notice to be given to the Company or the Committee pursuant to the provisions of the Plan shall be in writing and sent and directed to the SECRETARY of the Company at the then location of the headquarters of the Company.", "references": ["Terminations", "Brokers", "Survival", "Indemnity", "Successors", "General", "Insurances", "Waivers", "Submission To Jurisdiction", "Non-Disparagement", "Remedies", "Publicity", "Costs", "Interpretations", "Change In Control", "Miscellaneous", "Erisa", "Subsidiaries", "Representations", "Books", "Releases", "Tax Withholdings", "Agreements", "Venues", "Vacations", "Duties", "Compliance With Laws", "No Waivers", "Governing Laws", "Titles", "Notices"], "gold": ["Notices"]}
+{"input": "In the event of actual or potential breach by Parent of any of its obligations under this Agreement, each Holder and Carlyle, in addition to being entitled to exercise all rights granted by law and under this Agreement including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Parent agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.", "references": ["Terminations", "Definitions", "Death", "Indemnifications", "Survival", "Submission To Jurisdiction", "Brokers", "Effectiveness", "Binding Effects", "Interpretations", "Entire Agreements", "Authority", "Assigns", "Approvals", "Compliance With Laws", "Transactions With Affiliates", "Books", "Expenses", "Tax Withholdings", "Defined Terms", "No Conflicts", "Closings", "Jurisdictions", "No Defaults", "Construction", "Vacations", "Costs", "Fees", "Terms", "Severability", "Remedies"], "gold": ["Remedies"]}
+{"input": "This CIC Plan represents the entire agreement between each Participant and the Company with respect to the matters set forth herein and supersedes and replaces any prior agreements in their entirety. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this CIC Plan have been or will be made by either party except to the extent they are expressly set forth herein. No future agreement between a Participant and the Company may supersede this CIC Plan as it applies to the Participant, unless it is in writing and specifically makes reference to this CIC Plan. Nothing in this CIC Plan is intended to change any benefits to which a Participant is entitled under any written agreement with the Company in the event the Participant\u2019s employment is terminated under circumstances other than a Separation from Service in connection with a Change in Control.", "references": ["Assigns", "Publicity", "Organizations", "Change In Control", "Qualifications", "Remedies", "Survival", "Modifications", "Specific Performance", "Enforceability", "General", "Effectiveness", "Existence", "Liens", "Authority", "Employment", "Waivers", "Compliance With Laws", "Waiver Of Jury Trials", "Headings", "Consents", "Miscellaneous", "Duties", "Integration", "Erisa", "Forfeitures", "Governing Laws", "Applicable Laws", "Insurances", "Titles", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Notwithstanding anything to the contrary contained herein, the PSUs may be forfeited without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement (including, if applicable, the Restrictive Covenant Agreement furnished herewith) between the Participant and the Company or any Affiliate.\u00a0 If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the PSUs (which gain shall be deemed to be an amount equal to the Fair Market Value, on the applicable Payout Date, of the shares of Common Stock or cash delivered to the Participant under this Award), and repay such gain to the Company.", "references": ["Further Assurances", "Sales", "Duties", "General", "Subsidiaries", "No Conflicts", "Expenses", "Confidentiality", "Solvency", "Defined Terms", "Capitalization", "Payments", "Venues", "Powers", "Applicable Laws", "Erisa", "Successors", "Counterparts", "Waiver Of Jury Trials", "Insurances", "Releases", "Remedies", "Vacations", "Costs", "Waivers", "Binding Effects", "Enforceability", "Warranties", "Litigations", "Terms", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The Borrower agrees to pay to the Lender a commitment fee (the \u201c Commitment Fee \u201d) equal to 1.00% per annum on the daily unused amount of the Commitment during the Availability Period. The Commitment Fee shall be computed on the basis of the actual number of days elapsed in a year of 360 days and shall be payable on the Closing Date.", "references": ["Approvals", "Change In Control", "Remedies", "Tax Withholdings", "Powers", "Brokers", "Base Salary", "Adjustments", "Erisa", "Assigns", "Confidentiality", "Construction", "Further Assurances", "Vesting", "Terms", "Severability", "Submission To Jurisdiction", "Consents", "Costs", "Authority", "Existence", "Employment", "Expenses", "Agreements", "Participations", "Binding Effects", "Financial Statements", "Specific Performance", "Definitions", "Releases", "Fees"], "gold": ["Fees"]}
+{"input": "Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. Section references are to sections and subsections in the Credit Agreement.", "references": ["Warranties", "Terms", "Vacations", "Withholdings", "Indemnifications", "Waiver Of Jury Trials", "Authority", "Subsidiaries", "Books", "Notices", "Consent To Jurisdiction", "Solvency", "Compliance With Laws", "Financial Statements", "General", "Positions", "Severability", "Consents", "Fees", "No Defaults", "Interpretations", "Construction", "Assignments", "Publicity", "Non-Disparagement", "Brokers", "Confidentiality", "Waivers", "Duties", "Agreements", "Definitions"], "gold": ["Definitions"]}
+{"input": "Borrower has good, marketable and insurable fee simple title to the Premises and good indefeasible title to the balance of the Mortgaged Property, free and clear of all Liens whatsoever, except the Permitted Encumbrances. Borrower represents and warrants that it has accepted possession of the Premises (as defined in the Sublease) and has a valid and enforceable leasehold interest in the leasehold estate created pursuant to the Sublease. To the best of Borrower\u2019s knowledge, the Mortgage creates (1) a valid, perfected Lien on the Mortgaged Property, subject only to Permitted Encumbrances and (2) perfected security interests in and to, and perfected collateral assignments of, all Collateral (including the Leases), all in accordance with the terms hereof, in each case subject only to any applicable Permitted Encumbrances and such other Liens as are permitted pursuant to the Loan Documents. Borrower will preserve such title and will forever warrant and defend the same and validity and priority of the lien hereof to Lender against all claims whatsoever.", "references": ["Effectiveness", "No Conflicts", "Governing Laws", "Transactions With Affiliates", "Assignments", "Confidentiality", "Interests", "Erisa", "Solvency", "Benefits", "Change In Control", "Participations", "Assigns", "Duties", "Qualifications", "Positions", "Disclosures", "Costs", "Litigations", "Interpretations", "Arbitration", "Modifications", "Definitions", "Terms", "Brokers", "Records", "Books", "Notices", "Severability", "Withholdings", "Titles"], "gold": ["Titles"]}
+{"input": "This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. If the Corporation determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, then the Corporation and the Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. As used in this Agreement, the terms \u201ctermination of employment\u201d, \u201cresignation\u201d and words of similar import mean, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, the Executive\u2019s \u201cseparation from service\u201d as defined in Section 409A of the Code.", "references": ["Headings", "Solvency", "Use Of Proceeds", "Assignments", "Closings", "Insurances", "Approvals", "Terminations", "Miscellaneous", "Sales", "Cooperation", "Vacations", "Authorizations", "Disability", "Counterparts", "Vesting", "Duties", "Assigns", "Publicity", "Brokers", "Fees", "Releases", "Adjustments", "Definitions", "Defined Terms", "Indemnity", "Erisa", "Interests", "Effective Dates", "Capitalization", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Guarantor shall pay within ten (10) Business Days after written demand all reasonable attorneys\u2019 fees and all other out-of-pocket costs and expenses incurred by Administrative Agent and/or Lenders in the enforcement of or preservation of Administrative Agent\u2019s and/or Lenders\u2019 rights under this Guaranty including, without limitation, all reasonable attorneys\u2019 fees, out-of-pocket costs and expenses, investigation costs, and all court costs, whether or not suit is filed herein, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal, or whether in connection with the collection and enforcement of this Guaranty against any other Guarantor, if there be more than one. Guarantor agrees to pay interest on any expenses or other sums due to Administrative Agent and/or Lenders under this Section\u00a010 that are not paid within ten (10) Business Days of demand on Guarantor, at a rate per annum equal to the Interest Rate and accruing from and after the date that is ten (10) Business Days from demand on Guarantor. Guarantor\u2019s obligations and liabilities under this Section 10 shall survive any payment or discharge in full of the Debt.", "references": ["Assignments", "Terminations", "Expenses", "Adjustments", "Waivers", "Organizations", "Solvency", "Effective Dates", "Anti-Corruption Laws", "Compliance With Laws", "Withholdings", "Books", "Construction", "Interpretations", "Taxes", "Disability", "Terms", "Integration", "Headings", "Representations", "Sanctions", "Sales", "Enforcements", "Death", "Authorizations", "General", "Interests", "Intellectual Property", "Entire Agreements", "Participations", "Costs"], "gold": ["Costs"]}
+{"input": "This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by all of the parties hereto, or in the case of a waiver, by the party waiving compliance.\u00a0\u00a0The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same.\u00a0\u00a0No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver or the breach or any other term or covenant contained in this Agreement.", "references": ["Remedies", "Miscellaneous", "Headings", "Books", "Vacations", "Notices", "Survival", "Defined Terms", "Employment", "Governing Laws", "Adjustments", "Warranties", "Applicable Laws", "Death", "Authority", "Taxes", "Further Assurances", "Modifications", "No Conflicts", "Change In Control", "Terms", "Benefits", "Intellectual Property", "Compliance With Laws", "Existence", "Forfeitures", "Specific Performance", "Titles", "Successors", "Assigns", "Waivers"], "gold": ["Waivers"]}
+{"input": "The termination of this Agreement shall not affect any Loan Party\u2019s, the Agent\u2019s, any Lender\u2019s or the Issuer\u2019s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully disposed of, concluded or liquidated. The security interests, Liens and rights granted to the Agent, each Lender and the Issuer hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that the Loan Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Loan Party have been paid or performed in full after the termination of this Agreement or each Loan Party has furnished the Agent, the Lenders and the Issuer with an indemnification satisfactory to the Agent, the Lenders and the Issuer with respect thereto. Accordingly, each Loan Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and the Agent shall not be required to send such termination statements to each Loan Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations paid in full in immediately available funds and upon such payment, the Agent promptly shall file all necessary termination statements. All representations, warranties, covenants, waivers and agreements contained herein shall survive the termination hereof until all Obligations are paid or performed in full. Without limitation, all indemnification obligations contained herein shall survive the termination hereof and payment in full of the Obligations.", "references": ["Arbitration", "Capitalization", "Titles", "Positions", "Brokers", "Base Salary", "Successors", "Approvals", "Insurances", "Integration", "Interests", "Compliance With Laws", "Governing Laws", "Disclosures", "Intellectual Property", "Further Assurances", "Waivers", "Publicity", "Use Of Proceeds", "Amendments", "Qualifications", "Survival", "Expenses", "Representations", "Definitions", "Forfeitures", "Erisa", "Disability", "Venues", "Consents", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement, the other Transaction Documents, the Confidentiality Agreements and the other agreements and documents referred to herein are 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 hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to in this Agreement, the other Transaction Documents or the Confidentiality Agreements with respect to the rights granted by the Partnership or any of its Affiliates or the Purchasers or any of their respective Affiliates. This Agreement, the other Transaction Documents, the Confidentiality Agreements and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings among the parties with respect to such subject matter.", "references": ["Specific Performance", "Consents", "Enforceability", "Fees", "Severability", "Waivers", "Titles", "Intellectual Property", "Positions", "Costs", "Counterparts", "Jurisdictions", "Death", "No Defaults", "Warranties", "Non-Disparagement", "Compliance With Laws", "Financial Statements", "Modifications", "Change In Control", "Releases", "Solvency", "Insurances", "Defined Terms", "Duties", "Definitions", "Effectiveness", "Further Assurances", "Base Salary", "Closings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Administrative Agent shall have received all financial statements referred to in Section 4.5.", "references": ["Brokers", "Capitalization", "Adjustments", "Use Of Proceeds", "Governing Laws", "Transactions With Affiliates", "Survival", "Waiver Of Jury Trials", "Records", "Vacations", "Insurances", "Warranties", "Participations", "Venues", "Amendments", "Organizations", "Jurisdictions", "Integration", "Forfeitures", "Base Salary", "Modifications", "Intellectual Property", "Defined Terms", "Existence", "Consents", "No Conflicts", "Terminations", "Specific Performance", "No Waivers", "Effective Dates", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement shall become effective immediately upon the Effective Date.", "references": ["Books", "Tax Withholdings", "Specific Performance", "Disclosures", "Confidentiality", "Solvency", "Survival", "Warranties", "Binding Effects", "Integration", "Anti-Corruption Laws", "Benefits", "Consents", "Remedies", "Authority", "Taxes", "Employment", "Death", "Submission To Jurisdiction", "Non-Disparagement", "Expenses", "Notices", "Representations", "Headings", "Successors", "Powers", "Cooperation", "Jurisdictions", "Miscellaneous", "Definitions", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) upon receipt of a return receipt if sent via electronically; (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the respective parties at the addresses shown on the signature pages hereto (or to such email address or other address as subsequently modified by written notice given in accordance with this Section 0 ).", "references": ["Governing Laws", "Positions", "Expenses", "Venues", "Sales", "Interpretations", "Terminations", "Miscellaneous", "Tax Withholdings", "Vesting", "Counterparts", "Titles", "Authorizations", "Non-Disparagement", "Applicable Laws", "Solvency", "Interests", "Withholdings", "Costs", "Taxes", "Representations", "Agreements", "Amendments", "Capitalization", "Survival", "Remedies", "Publicity", "Binding Effects", "Authority", "Submission To Jurisdiction", "Notices"], "gold": ["Notices"]}
+{"input": "Except as set forth in Schedule\u00a05.01(c) and to Sellers\u2019 Knowledge, the execution of this Agreement and the consummation of the transactions contemplated hereby by Sellers, Master Tenant and Parent Guarantor, as applicable, do not, and at the Closing will not, result in a breach of any of the terms or provisions of, or constitute a default or a condition which upon notice or lapse of time or both would ripen into a default under any Admissions Agreements, Contracts or any other indenture, agreement, instrument or obligation to which any Seller is a party or, to Sellers\u2019 Knowledge, by which the Property or any portion thereof is bound; and does not, and at the Closing will not, to Sellers\u2019 Knowledge, constitute a violation of any Laws, Permits, or Regulatory Approvals. Except as set forth in Schedule\u00a05.01(c) or as would not have a Material Adverse Effect, no consent, approval or other action of, or filing on registration with, any Approval Authority is required on any Seller\u2019s behalf with respect to the transactions provided for herein.", "references": ["Non-Disparagement", "Construction", "Tax Withholdings", "Headings", "Capitalization", "Integration", "Binding Effects", "Withholdings", "Applicable Laws", "Waiver Of Jury Trials", "Confidentiality", "Solvency", "Assignments", "Erisa", "Disability", "Intellectual Property", "Entire Agreements", "Use Of Proceeds", "Liens", "Expenses", "Vacations", "Modifications", "Submission To Jurisdiction", "Assigns", "Subsidiaries", "Releases", "Cooperation", "Closings", "Warranties", "Enforceability", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, with the power and authority under its organizational documents and under the laws of the State of Delaware to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.", "references": ["Compliance With Laws", "Titles", "Assigns", "Representations", "Authority", "No Conflicts", "Taxes", "Interpretations", "Counterparts", "Remedies", "Brokers", "Insurances", "Assignments", "Notices", "Effectiveness", "Powers", "Records", "Governing Laws", "Amendments", "Use Of Proceeds", "Positions", "Enforceability", "Severability", "Vacations", "Releases", "Sanctions", "Waivers", "Withholdings", "Participations", "Binding Effects", "Organizations"], "gold": ["Organizations"]}
+{"input": "Notices and other communications provided for under the Intercreditor Agreement to be provided to [the Joining Additional Agent] shall be sent to the address set forth on Annex 1 attached hereto (until notice of a change thereof is delivered as provided in Section \u00a07.5 of the Intercreditor Agreement).", "references": ["Waiver Of Jury Trials", "Qualifications", "Remedies", "Financial Statements", "Binding Effects", "Cooperation", "Indemnifications", "Governing Laws", "Expenses", "Enforceability", "No Defaults", "Terminations", "Disability", "Closings", "Fees", "Duties", "Death", "General", "Vacations", "Solvency", "Tax Withholdings", "Change In Control", "Effective Dates", "Waivers", "Publicity", "Participations", "Venues", "Construction", "Authority", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "Upon termination of Participant\u2019s employment with the Firm by reason of his or her Disability, on the date of such termination, Participant\u2019s unvested Award shall be 100% vested and Shares underlying such vested RSUs shall be distributed to Participant in accordance with Section 2 hereof.", "references": ["Severability", "Amendments", "Benefits", "Use Of Proceeds", "Publicity", "Effectiveness", "Venues", "Qualifications", "Representations", "Waiver Of Jury Trials", "Payments", "Remedies", "Organizations", "Insurances", "Consent To Jurisdiction", "Interpretations", "Anti-Corruption Laws", "Enforceability", "Disclosures", "Death", "Specific Performance", "No Waivers", "Jurisdictions", "Governing Laws", "Assigns", "Existence", "Positions", "Waivers", "Applicable Laws", "Adjustments", "Disability"], "gold": ["Disability"]}
+{"input": "Subject to the provisions of Section 2.10(b) , each Term Loan shall bear interest on the outstanding principal amount thereof for each day during each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Margin.", "references": ["General", "Binding Effects", "Authorizations", "Effective Dates", "Capitalization", "Closings", "Forfeitures", "Use Of Proceeds", "Warranties", "Applicable Laws", "Counterparts", "Intellectual Property", "Powers", "Death", "Qualifications", "Interpretations", "Agreements", "Financial Statements", "Assigns", "Disability", "Approvals", "Enforcements", "Headings", "Further Assurances", "Sanctions", "Waivers", "Terminations", "Representations", "Transactions With Affiliates", "Records", "Interests"], "gold": ["Interests"]}
+{"input": "Enter into any transaction of any kind with any Affiliate of the REIT, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the REIT or a Subsidiary thereof as would be obtainable by the REIT or such Subsidiary at the time in a comparable arm\u2019s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i) transactions between or among the any Loan Parties Party and any Wholly Owned Subsidiary , (ii) transactions between or among Subsidiaries that are not Loan Parties, and at any time after the occurrence of the Permitted Subsidiary Guarantor Release, transactions between or among the Loan Parties and Wholly Owned Subsidiaries of any of the Loan Parties and (iii) Investments and Restricted Payments expressly permitted hereunder.", "references": ["Consents", "Existence", "Submission To Jurisdiction", "Solvency", "Defined Terms", "Anti-Corruption Laws", "Assignments", "Binding Effects", "Tax Withholdings", "Effectiveness", "Sales", "Death", "Disability", "Terminations", "Definitions", "Vacations", "Base Salary", "Disclosures", "Brokers", "Indemnifications", "Enforceability", "Successors", "Withholdings", "Change In Control", "Specific Performance", "Effective Dates", "Non-Disparagement", "Closings", "Venues", "Payments", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Every provision of the Loan Documents is intended to be severable, and if any term or provision thereof shall be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions thereof shall not be affected or impaired thereby, and any invalidity, illegality or unenforceability in any jurisdiction shall not affect the validity, legality or enforceability of any such term or provision in any other jurisdiction.", "references": ["Enforcements", "Cooperation", "Authorizations", "Base Salary", "Forfeitures", "Disability", "Closings", "Approvals", "Specific Performance", "Survival", "Benefits", "Litigations", "Transactions With Affiliates", "No Conflicts", "Assigns", "Applicable Laws", "Capitalization", "Binding Effects", "Consent To Jurisdiction", "Construction", "Modifications", "Tax Withholdings", "Arbitration", "Payments", "Disclosures", "Organizations", "Amendments", "Effective Dates", "Effectiveness", "Insurances", "Severability"], "gold": ["Severability"]}
+{"input": "April 12, 2018, subject to the approval of the Company\u2019s stockholders.", "references": ["Consent To Jurisdiction", "Amendments", "Litigations", "Expenses", "Jurisdictions", "No Defaults", "Survival", "Titles", "Indemnifications", "Waivers", "Defined Terms", "Solvency", "Enforcements", "Indemnity", "Benefits", "Anti-Corruption Laws", "Adjustments", "Capitalization", "Costs", "Waiver Of Jury Trials", "Change In Control", "Applicable Laws", "Modifications", "Vesting", "Publicity", "Withholdings", "Positions", "Base Salary", "Erisa", "Interpretations", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Neither Party shall be entitled to assign this Agreement without prior written permission from the other Party, which permission shall not be unreasonably withheld; provided , however , that notwithstanding the foregoing, a Party may assign this Agreement without any obligation to obtain the other Party\u2019s prior written permission: (i) to any of its Affiliates or (ii) in connection with any merger, sale or other transfer of all or substantially all assets, sale of equity interests or other change of control transaction involving such Party (or, in the case of GENOCEA, involving any product or products to which this Agreement relates). In case of a succession the successor shall execute and deliver to ONCOVIR or GENOCEA as the case may be, an instrument in form, scope and substance agreeing to be bound by and to perform all its predecessor\u2019s obligations under this Agreement.", "references": ["Anti-Corruption Laws", "Indemnity", "Survival", "Enforceability", "Disclosures", "Notices", "Cooperation", "Interests", "No Conflicts", "Sanctions", "Warranties", "Effective Dates", "Forfeitures", "Closings", "Further Assurances", "Intellectual Property", "Participations", "Books", "Death", "Erisa", "No Waivers", "Miscellaneous", "Governing Laws", "Consents", "Subsidiaries", "Existence", "Withholdings", "Publicity", "Tax Withholdings", "Solvency", "Assignments"], "gold": ["Assignments"]}
+{"input": "Executive shall be entitled to annual paid vacation in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated executives of the Company generally.", "references": ["Cooperation", "Base Salary", "Employment", "Insurances", "Submission To Jurisdiction", "Amendments", "Disclosures", "Records", "Assigns", "Authorizations", "Severability", "Sales", "Subsidiaries", "Forfeitures", "Miscellaneous", "Payments", "Authority", "Headings", "Tax Withholdings", "Death", "Waiver Of Jury Trials", "Warranties", "Consents", "Remedies", "No Conflicts", "Existence", "Successors", "Solvency", "Intellectual Property", "Further Assurances", "Vacations"], "gold": ["Vacations"]}
+{"input": "(a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any demand, presentment or notice expressly required by the Guaranteed Documents) and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.", "references": ["Powers", "Employment", "Use Of Proceeds", "Enforceability", "Entire Agreements", "Applicable Laws", "Effective Dates", "Authority", "Costs", "Binding Effects", "Severability", "Disability", "Definitions", "Confidentiality", "Further Assurances", "No Conflicts", "Modifications", "Capitalization", "Existence", "Sanctions", "Participations", "Vacations", "Agreements", "Adjustments", "Amendments", "Enforcements", "Brokers", "No Defaults", "Expenses", "Solvency", "Waivers"], "gold": ["Waivers"]}
+{"input": "(a)\u00a0\u00a0\u00a0\u00a0 Commitment Fee . The Borrower agrees to pay to each Lender a commitment fee on the average daily unused amount of such Lender\u2019s Commitment (i)\u00a0in the case of each Lender on the Effective Date, from the Effective Date or (ii)\u00a0in the case of any Lender that becomes a Lender after the Effective Date, the effective date specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, until, in each case, the Termination Date (or, for the avoidance of doubt, the Term-Out Date) payable quarterly in arrears on the first Business Day of each January, April, July and October during the term of such Lender\u2019s Commitment, commencing January\u00a02, 2019, and on the Termination Date, at the rate per annum equal to the Commitment Fee Percentage in effect from time to time.", "references": ["Vesting", "Non-Disparagement", "Duties", "Modifications", "Arbitration", "Releases", "No Conflicts", "Tax Withholdings", "Liens", "Books", "Adjustments", "Cooperation", "Applicable Laws", "Amendments", "Terminations", "Compliance With Laws", "Sales", "Jurisdictions", "Financial Statements", "Erisa", "Confidentiality", "Disability", "Representations", "Notices", "Indemnity", "Assignments", "Waiver Of Jury Trials", "Base Salary", "Interests", "Litigations", "Fees"], "gold": ["Fees"]}
+{"input": "Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any of the parties without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section IV.C. shall be null and void.", "references": ["Existence", "Severability", "Costs", "Authorizations", "Warranties", "Books", "Miscellaneous", "Forfeitures", "Survival", "Powers", "Venues", "Enforcements", "Intellectual Property", "Records", "Terminations", "Positions", "Disclosures", "Benefits", "Liens", "Fees", "Jurisdictions", "Vesting", "Applicable Laws", "Publicity", "Integration", "Compliance With Laws", "Closings", "Qualifications", "Headings", "Payments", "Assignments"], "gold": ["Assignments"]}
+{"input": "The US Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vi) \u00a0below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds in excess of $1,000,000 per incident from any Insurance and Condemnation Event by any Credit Party or any of its Subsidiaries.\u00a0 Such prepayments shall be made within five (5)\u00a0Business Days after the date of receipt of Net Cash Proceeds of any such Insurance and Condemnation Event by such Credit Party or such Subsidiary; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with Net Cash Proceeds from Insurance and Condemnation Events by any Credit Party or any of its Subsidiaries which are reinvested in assets within one hundred eighty (180) days after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary; provided , that any portion of the Net Cash Proceeds not actually reinvested within such one hundred eighty (180) day period shall be prepaid in accordance with this Section, unless the insurance proceeds are being used to rebuild or repair the affected property and the rebuilding or repairs have commenced and are proceeding in a commercially reasonable manner.", "references": ["Compliance With Laws", "Confidentiality", "Releases", "Submission To Jurisdiction", "Base Salary", "No Conflicts", "Indemnity", "Consent To Jurisdiction", "Modifications", "Enforceability", "Participations", "Expenses", "Integration", "Governing Laws", "Counterparts", "Powers", "Duties", "Sanctions", "Change In Control", "General", "Interests", "Publicity", "Authorizations", "Subsidiaries", "Vacations", "No Defaults", "Titles", "Amendments", "Employment", "Intellectual Property", "Insurances"], "gold": ["Insurances"]}
+{"input": "Except for matters existing on the Closing Date and set forth on Schedule 7.19 , there are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.", "references": ["Integration", "Venues", "Headings", "Authority", "Expenses", "Indemnifications", "Disability", "Defined Terms", "Releases", "Applicable Laws", "Definitions", "Books", "Subsidiaries", "Employment", "Approvals", "Notices", "Terms", "Duties", "Consents", "Waivers", "Use Of Proceeds", "Sanctions", "Positions", "Erisa", "Closings", "Warranties", "Withholdings", "Financial Statements", "Change In Control", "Benefits", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Escrow Agent and any bank at which the Escrow Agent maintains the Class Settlement Cash Escrow Account for the purposes of this Amended and Restated Escrow Agreement shall at all times be a bank, savings and loan association, and/or trust company in good standing, organized and doing business under the laws of the United States or a State of the United States, having assets of not less than twenty-five billion dollars ($25,000,000,000). The Escrow Agent shall be authorized under such laws to enter into and perform this Amended and Restated Escrow Agreement, and shall be unrelated to and independent of the Rule 23(b)(3) Class Plaintiffs and the Defendants within the meaning of Treasury Regulations \u00a7\u00a01.468B-1(d) and \u00a7\u00a01.468B-3(c)(2)(A). If the Escrow Agent at any time ceases to have the foregoing qualifications, the Escrow Agent shall give notice of resignation to the other Parties and a qualified successor escrow agent shall be appointed in accordance with Section 14 of this Amended and Restated Escrow Agreement.", "references": ["Death", "Vacations", "Assignments", "Indemnity", "Disclosures", "Arbitration", "Enforcements", "Indemnifications", "Terminations", "Subsidiaries", "Brokers", "Employment", "Authorizations", "Releases", "Modifications", "Records", "Sanctions", "No Waivers", "Agreements", "Applicable Laws", "Successors", "Specific Performance", "General", "Tax Withholdings", "Jurisdictions", "Existence", "Counterparts", "Benefits", "Severability", "Titles", "Qualifications"], "gold": ["Qualifications"]}
+{"input": "Each Holder, severally and not jointly, represents and warrants that (i)\u00a0if it is not a natural person, that it is duly incorporated or formed and, the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (ii)\u00a0it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii)\u00a0if it is not a natural person, the execution and delivery of this Agreement by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such Holder and (iv)\u00a0this Agreement constitutes a legal, valid and binding obligation of such Holder enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors\u2019 rights generally.", "references": ["Non-Disparagement", "Releases", "Binding Effects", "Base Salary", "Terms", "Powers", "Defined Terms", "Counterparts", "Agreements", "Sanctions", "Financial Statements", "Compliance With Laws", "Fees", "Survival", "Solvency", "Entire Agreements", "Forfeitures", "Warranties", "Consents", "Confidentiality", "Assigns", "Payments", "Positions", "Effective Dates", "Existence", "No Defaults", "Miscellaneous", "Disability", "No Conflicts", "Approvals", "Representations"], "gold": ["Representations"]}
+{"input": "Except for the actions described on Exhibit D attached hereto, to the best of Borrowers' knowledge, there is no action, suit, investigation or proceeding threatened or pending before any Tribunal against or affecting Borrowers or any properties or rights of any of Borrowers which, if adversely determined, would result in a liability of greater than $100,000 or would otherwise result in any Material Adverse Change in the business or condition, financial or otherwise, of Borrowers. Borrowers are not, to the best of its knowledge, in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any Tribunal.", "references": ["Fees", "Waiver Of Jury Trials", "Enforceability", "Representations", "Employment", "Submission To Jurisdiction", "Publicity", "Sanctions", "Closings", "Approvals", "Confidentiality", "Powers", "Definitions", "Effective Dates", "Change In Control", "Defined Terms", "Existence", "Specific Performance", "Terms", "Non-Disparagement", "Compliance With Laws", "Base Salary", "Capitalization", "Modifications", "Use Of Proceeds", "Releases", "Interests", "Costs", "Duties", "Authority", "Litigations"], "gold": ["Litigations"]}
+{"input": "Any amendment to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto; provided , however , that (a) no amendment shall adversely affect the rights of the Grantee under this Notice without the Grantee\u2019s written consent, and (b) the Grantee\u2019s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code.", "references": ["Indemnity", "Publicity", "Payments", "Organizations", "Confidentiality", "Agreements", "Indemnifications", "Enforcements", "Transactions With Affiliates", "Governing Laws", "Erisa", "Use Of Proceeds", "Positions", "No Defaults", "Vacations", "Base Salary", "Powers", "Books", "Qualifications", "Financial Statements", "Cooperation", "Participations", "Litigations", "Withholdings", "Assignments", "Interests", "Insurances", "Capitalization", "Closings", "Subsidiaries", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.\u00a0\u00a0In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.", "references": ["Titles", "Remedies", "Effectiveness", "Taxes", "Applicable Laws", "Sanctions", "Sales", "Benefits", "Severability", "No Defaults", "Books", "Existence", "Compliance With Laws", "Interests", "Closings", "Approvals", "Withholdings", "Vesting", "Construction", "Solvency", "Defined Terms", "Confidentiality", "General", "Arbitration", "Amendments", "Further Assurances", "Governing Laws", "Payments", "Indemnity", "Miscellaneous", "Integration"], "gold": ["Integration"]}
+{"input": "Landlord shall give prompt notice to each Permitted Leasehold Mortgagee (for which notice has been properly provided to Landlord pursuant to Section 17.1(b) hereof) of any arbitration (including a determination of Fair Market Ownership Value or Fair Market Rental Value) or legal proceedings between Landlord and Tenant involving obligations under this Lease.", "references": ["Further Assurances", "Entire Agreements", "Litigations", "Organizations", "Base Salary", "Employment", "Disability", "Approvals", "Venues", "Qualifications", "Releases", "Benefits", "Transactions With Affiliates", "Intellectual Property", "Submission To Jurisdiction", "Authorizations", "Integration", "Construction", "Interests", "Modifications", "Jurisdictions", "Sanctions", "Interpretations", "No Conflicts", "Use Of Proceeds", "Survival", "Cooperation", "Sales", "Authority", "Amendments", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement will terminate on the earlier to occur of (a) the date upon which the last remaining Receivable is paid in full, settled, sold or written off and any amounts received are applied and (b) the Issuer is terminated under Section 8.1 of the Trust Agreement.", "references": ["Erisa", "Miscellaneous", "Vesting", "Capitalization", "Benefits", "Survival", "Books", "Indemnifications", "Construction", "Definitions", "Notices", "Agreements", "Brokers", "Positions", "Withholdings", "Counterparts", "Transactions With Affiliates", "Waiver Of Jury Trials", "Liens", "Litigations", "Death", "Further Assurances", "Headings", "Enforcements", "Effective Dates", "Submission To Jurisdiction", "Severability", "Disclosures", "General", "Binding Effects", "Terminations"], "gold": ["Terminations"]}
+{"input": "Employer may terminate this Agreement and Executive\u2019s employment hereunder for Cause (as defined in Section 9.3 below) in accordance with the terms and conditions of this Section 9 . Following a determination by Employer that Executive should be terminated for Cause, Employer shall give written notice (the \u201cPreliminary Notice\u201d) to Executive specifying the grounds for such termination, and Executive shall have thirty (30) days after receipt of the Preliminary Notice to respond to Employer in writing. If following the expiration of such thirty (30) day period Employer reaffirms its determination that Executive should be terminated for Cause, such termination shall be effective upon delivery by Employer to Executive of a final notice of termination (the \u201cFinal Notice\u201d). Notwithstanding Section 9.5 , a termination by Executive pursuant to Section 9.5 shall be deemed a termination by Employer for Cause to which this Section 9.1 shall apply if such termination by Executive occurs after delivery of a Preliminary Notice and Executive is thereafter terminated for Cause as specified in such Preliminary Notice.", "references": ["Submission To Jurisdiction", "Participations", "Vacations", "Amendments", "Records", "Enforcements", "Disclosures", "Taxes", "Modifications", "Sanctions", "Further Assurances", "Terms", "No Defaults", "Jurisdictions", "Existence", "Non-Disparagement", "Brokers", "Costs", "No Waivers", "Interests", "No Conflicts", "Interpretations", "Arbitration", "Intellectual Property", "Expenses", "Releases", "Construction", "Successors", "Base Salary", "Organizations", "Terminations"], "gold": ["Terminations"]}
+{"input": "Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim, in Canadian Dollars (or in the case of any amount required to be paid in any other currency pursuant to the requirements of the Credit Agreement or other agreement relating to the respective Obligations, such other currency), at the Administrative Agent\u2019s office specified in Subsection 11.2 of the Credit Agreement or such other address as may be designated in writing by the Administrative Agent to such Guarantor from time to time in accordance with Subsection 11.2 of the Credit Agreement.", "references": ["Interpretations", "Positions", "Representations", "Approvals", "Consent To Jurisdiction", "Erisa", "Waiver Of Jury Trials", "Integration", "Survival", "Specific Performance", "Capitalization", "No Conflicts", "Terminations", "Submission To Jurisdiction", "Publicity", "Notices", "Interests", "Anti-Corruption Laws", "Governing Laws", "Waivers", "Further Assurances", "Releases", "Cooperation", "Closings", "Fees", "Effectiveness", "Tax Withholdings", "Change In Control", "Assignments", "Use Of Proceeds", "Payments"], "gold": ["Payments"]}
+{"input": "This Fourth Amendment, including a facsimile or photocopy hereof, may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.", "references": ["Subsidiaries", "Sanctions", "Use Of Proceeds", "Participations", "Severability", "Intellectual Property", "Consents", "Waiver Of Jury Trials", "Indemnity", "Approvals", "Fees", "Remedies", "Vesting", "Cooperation", "Integration", "No Waivers", "Enforceability", "Qualifications", "Tax Withholdings", "Sales", "Applicable Laws", "Powers", "Effective Dates", "Interpretations", "Erisa", "Adjustments", "Anti-Corruption Laws", "Construction", "Defined Terms", "Interests", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No provision of this Agreement shall be deemed waived, nor shall there be an estoppel against the enforcement of any such provision, except by a writing signed by the party charged with the waiver or estoppel . \u00a0 No waiver shall be deemed continuing unless specifically stated therein, and the written waiver shall operate only as to the specific term or condition waived, and not for the future or as to any act other than that specifically waived.", "references": ["Expenses", "Assigns", "Remedies", "Forfeitures", "No Defaults", "Effective Dates", "Anti-Corruption Laws", "Modifications", "No Conflicts", "Publicity", "Payments", "Confidentiality", "Employment", "Terms", "Representations", "Authorizations", "Base Salary", "Use Of Proceeds", "Governing Laws", "Venues", "Consents", "Jurisdictions", "Headings", "Authority", "Entire Agreements", "Participations", "No Waivers", "Applicable Laws", "Transactions With Affiliates", "Vesting", "Waivers"], "gold": ["Waivers"]}
+{"input": "All notices pursuant to this Agreement must be given in writing and shall be effective when received if hand-delivered or upon dispatch if sent by reputable overnight delivery service, facsimile, or U.S. Mail to the appropriate address or facsimile number as set forth in the Management Agreement.", "references": ["Survival", "Enforceability", "Payments", "Capitalization", "Disclosures", "Indemnity", "Brokers", "Authority", "Withholdings", "Fees", "Interpretations", "Defined Terms", "Waivers", "Closings", "Terminations", "Use Of Proceeds", "Amendments", "Base Salary", "Submission To Jurisdiction", "Governing Laws", "Authorizations", "Intellectual Property", "Effectiveness", "Participations", "Integration", "Construction", "Venues", "Specific Performance", "Releases", "Change In Control", "Notices"], "gold": ["Notices"]}
+{"input": "The invalidity or unenforceability of any provision of the 2012 Stock Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the 2012 Stock Plan or these Terms and Conditions.", "references": ["Intellectual Property", "Books", "Organizations", "Cooperation", "Interpretations", "Defined Terms", "Fees", "Amendments", "Releases", "Qualifications", "Records", "Entire Agreements", "Forfeitures", "Approvals", "Modifications", "Solvency", "Authorizations", "Submission To Jurisdiction", "Construction", "Existence", "Non-Disparagement", "Venues", "Consents", "Closings", "Erisa", "Successors", "Brokers", "Change In Control", "Participations", "Payments", "Severability"], "gold": ["Severability"]}
+{"input": "Sections 7 through 18 shall survive termination of this Agreement.", "references": ["Change In Control", "Effective Dates", "Vacations", "Forfeitures", "Amendments", "Miscellaneous", "Waivers", "Litigations", "Adjustments", "General", "Indemnifications", "Fees", "Taxes", "Solvency", "Publicity", "Non-Disparagement", "Agreements", "Arbitration", "Headings", "Employment", "Approvals", "Tax Withholdings", "Waiver Of Jury Trials", "Modifications", "Interests", "Successors", "Further Assurances", "Positions", "Erisa", "Disability", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors rights generally and except as enforceability may be limited by general principle of equity and an implied covenant of good faith.", "references": ["Remedies", "Consent To Jurisdiction", "Indemnity", "Interests", "Sanctions", "Terminations", "Representations", "Authorizations", "Fees", "Successors", "Existence", "Integration", "Effectiveness", "Waivers", "Subsidiaries", "Tax Withholdings", "Binding Effects", "Litigations", "Participations", "Erisa", "Transactions With Affiliates", "Indemnifications", "Compliance With Laws", "Assigns", "Non-Disparagement", "Vesting", "Publicity", "Intellectual Property", "Authority", "Confidentiality", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "In the event that any provision, or any portion thereof, becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision or portion of said provision.", "references": ["Change In Control", "Remedies", "Books", "Consents", "Modifications", "Fees", "Effective Dates", "Erisa", "Disability", "Existence", "Litigations", "Payments", "Withholdings", "Terminations", "Qualifications", "Records", "Entire Agreements", "Cooperation", "Enforcements", "Miscellaneous", "Jurisdictions", "Indemnity", "Authority", "No Defaults", "Financial Statements", "Powers", "Disclosures", "Indemnifications", "Successors", "Definitions", "Severability"], "gold": ["Severability"]}
+{"input": "Neither the Company nor any of its Affiliates is a party to any agreement, arrangement or understanding with any Person that would give rise to any valid right, interest or claim against or upon the Purchasers or the Company for any brokerage commission, finder\u2019s fee or other similar compensation, as a result of the transactions contemplated by the Transaction Documents.", "references": ["Use Of Proceeds", "Arbitration", "Assigns", "No Defaults", "Binding Effects", "Interpretations", "No Waivers", "Base Salary", "Amendments", "Submission To Jurisdiction", "Duties", "Approvals", "Enforceability", "Withholdings", "Non-Disparagement", "Records", "Death", "Sanctions", "Expenses", "Disclosures", "Terms", "Sales", "Remedies", "Indemnity", "Financial Statements", "Organizations", "Existence", "Terminations", "Positions", "Entire Agreements", "Brokers"], "gold": ["Brokers"]}
+{"input": "Except as expressly provided herein and in the Credit Agreement, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, Collateral Agent, the Arrangers or the Lenders under the Existing Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document in similar or different circumstances.", "references": ["Use Of Proceeds", "Assigns", "Disability", "Releases", "Terms", "Assignments", "Qualifications", "Costs", "Successors", "Defined Terms", "Severability", "Vesting", "Insurances", "Integration", "Confidentiality", "Compliance With Laws", "Representations", "Sales", "Positions", "Fees", "Liens", "Jurisdictions", "Withholdings", "Further Assurances", "Miscellaneous", "Venues", "Records", "Survival", "Subsidiaries", "Agreements", "Amendments"], "gold": ["Amendments"]}
+{"input": "No Obligor or, to the knowledge of the Borrowers, any of their respective Affiliates or any officer, director, or employee, or agent, representative, sales intermediary of such Person, in each case, acting on behalf of any Obligor or any of its Restricted Subsidiaries in violation of any applicable Anti-Corruption Law. None of the Obligors or any of their Affiliates has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws. There is no material suit, litigation, arbitration, claim, audit, action, proceeding or investigation pending or, to the knowledge of any executive officer of the Borrowers, threatened (in writing) against or affecting the Obligors or any of their Affiliates related to any applicable Anti-Corruption Law, before or by any Governmental Authority. None of the Obligors has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law. In the three (3)\u00a0years prior to the Closing Date, none of the Obligors has received any written notice, request or citation for any actual or potential noncompliance with any of the foregoing.", "references": ["No Conflicts", "Death", "Insurances", "Sanctions", "Amendments", "Applicable Laws", "Indemnifications", "Terminations", "Notices", "Further Assurances", "Transactions With Affiliates", "Integration", "Withholdings", "Enforceability", "Definitions", "Subsidiaries", "Participations", "Closings", "Modifications", "Compliance With Laws", "Authorizations", "Releases", "Remedies", "Effectiveness", "Sales", "Venues", "Consent To Jurisdiction", "Adjustments", "Enforcements", "Costs", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article XI . Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article XI shall be null and void.", "references": ["Consent To Jurisdiction", "Closings", "Change In Control", "Subsidiaries", "Costs", "Disclosures", "Solvency", "Brokers", "Publicity", "Death", "Venues", "Expenses", "Specific Performance", "Litigations", "Defined Terms", "Modifications", "Payments", "Survival", "Financial Statements", "No Conflicts", "Definitions", "Waivers", "Titles", "Agreements", "Notices", "No Defaults", "Benefits", "Interests", "Effectiveness", "Waiver Of Jury Trials", "General"], "gold": ["General"]}
+{"input": "The validity, interpretation and enforcement of this Amendment and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.", "references": ["Participations", "Waivers", "Effective Dates", "Entire Agreements", "Employment", "Liens", "Cooperation", "Solvency", "Existence", "Base Salary", "Qualifications", "Expenses", "Payments", "Withholdings", "General", "Erisa", "Disclosures", "Taxes", "Integration", "Construction", "Waiver Of Jury Trials", "Vesting", "Interests", "Costs", "Warranties", "Adjustments", "Defined Terms", "Vacations", "No Defaults", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until March 1, 2020 (the \u201c Term Date \u201d). As used in this Agreement, the \u201c Term \u201d shall refer to the period beginning on the Effective Date and ending on the date the Executive\u2019s employment hereunder terminates in accordance with this Section 2 or Section 5. In the event that the Executive\u2019s employment with the Company terminates (such date, the \u201c Termination Date \u201d) prior to the Term Date, the Company\u2019s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section 5 of this Agreement.", "references": ["Duties", "Subsidiaries", "Payments", "No Defaults", "Enforcements", "Counterparts", "Forfeitures", "Publicity", "Defined Terms", "Jurisdictions", "Authorizations", "Submission To Jurisdiction", "Costs", "Severability", "Integration", "Representations", "Indemnifications", "Construction", "Remedies", "Disclosures", "Sales", "Positions", "Tax Withholdings", "Taxes", "Approvals", "Cooperation", "Venues", "Liens", "Employment", "Effectiveness", "Terms"], "gold": ["Terms"]}
+{"input": "The Parties shall comply with all federal, state and local tax Laws applicable to the Transactions. The Parties shall, and shall cause their respective Affiliates to, cooperate with one another by providing such information as may be reasonably requested in connection with any tax filings, tax returns or tax audits relating to the Transactions. Unless Shentel provides Sprint with a tax exemption certificate, Shentel shall be responsible for any transfer taxes applicable to sales of tangible personal property made to Shentel under this Agreement.", "references": ["Agreements", "Existence", "Costs", "Death", "Enforcements", "Terminations", "Venues", "Anti-Corruption Laws", "Applicable Laws", "Miscellaneous", "Sanctions", "Effectiveness", "Brokers", "Defined Terms", "Duties", "Transactions With Affiliates", "Specific Performance", "Sales", "Non-Disparagement", "Amendments", "Vacations", "Successors", "Assignments", "Modifications", "Capitalization", "Positions", "Organizations", "Enforceability", "Publicity", "Qualifications", "Taxes"], "gold": ["Taxes"]}
+{"input": "Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement, and Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender\u2019s attorneys\u2019 fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the origination of the Loan contemplated herein. The provisions of this Section\u00a010.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.", "references": ["Approvals", "Financial Statements", "Effectiveness", "No Waivers", "Defined Terms", "Withholdings", "Duties", "Tax Withholdings", "Notices", "Consent To Jurisdiction", "Terms", "Forfeitures", "Warranties", "Terminations", "Benefits", "Qualifications", "Amendments", "Agreements", "Fees", "Taxes", "Disability", "Construction", "Consents", "Binding Effects", "Jurisdictions", "Authorizations", "Closings", "Positions", "No Defaults", "Confidentiality", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Agreement shall continue to be effective until the Discharge of Senior-Priority Debt shall have occurred or the final payment in full in cash of the Junior-Priority Debt and the termination and release by each Junior-Priority Secured Party of any Liens to secure the Junior-Priority Debt. This is a continuing agreement of lien subordination and the Senior-Priority Secured Parties may continue, at any time and without notice to any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Senior-Priority Debt in reliance hereon. Each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any right it may have under applicable Law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Authorizations", "Counterparts", "Indemnifications", "Successors", "Sales", "Confidentiality", "Further Assurances", "Interpretations", "Warranties", "Solvency", "Transactions With Affiliates", "Tax Withholdings", "Disclosures", "Disability", "Entire Agreements", "Expenses", "Assignments", "Waiver Of Jury Trials", "Consents", "No Defaults", "Subsidiaries", "Taxes", "Construction", "Closings", "Withholdings", "Definitions", "Compliance With Laws", "Miscellaneous", "Death", "General", "Severability"], "gold": ["Severability"]}
+{"input": "Except as provided in Article IV, and subject to the Company\u2019s right to discontinue the Plan as provided in Article V, a Participant shall have a non-forfeitable benefit payable under this Plan to the same extent as benefits are vested under the applicable Qualified Pension Plan. As provided in Article IV, if a Participant acquires a right to receive payments under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.", "references": ["Expenses", "Solvency", "Indemnifications", "Erisa", "Effective Dates", "Non-Disparagement", "Insurances", "Arbitration", "Jurisdictions", "Further Assurances", "Vacations", "Governing Laws", "Warranties", "Costs", "Disability", "Venues", "Records", "Participations", "Titles", "No Defaults", "Consents", "Remedies", "Disclosures", "Integration", "Subsidiaries", "Indemnity", "Adjustments", "Confidentiality", "Qualifications", "Payments", "Vesting"], "gold": ["Vesting"]}
+{"input": "Each Grantor agrees to (a) pay or reimburse each Secured Party for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and (b) indemnify each Secured Party, in each case to the same extent that the Borrower is obligated to do so pursuant to Section\u00a09.05 of the Credit Agreement. The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.", "references": ["Powers", "Transactions With Affiliates", "Closings", "General", "Applicable Laws", "Authority", "Taxes", "Qualifications", "Change In Control", "Liens", "Submission To Jurisdiction", "Existence", "Construction", "Disability", "Publicity", "Defined Terms", "Successors", "Employment", "Assigns", "Vacations", "Enforcements", "Interpretations", "Death", "Titles", "Binding Effects", "Forfeitures", "Jurisdictions", "Financial Statements", "Effectiveness", "Non-Disparagement", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Such Stockholder is duly organized, validly existing and to the extent such concept is applicable, in good standing under the laws of its jurisdiction of formation or organization and has full corporate or similar power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Stockholder and assuming the due execution of this Agreement by the Company, constitutes a valid and binding obligation of such Stockholder enforceable in accordance with its terms, except as enforcement may be limited by the Enforceability Limitations. If such Stockholder is a trust, no consent of any beneficiary is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement does not require any other corporate or similar proceedings on the part of such Stockholder or any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority.", "references": ["Financial Statements", "Transactions With Affiliates", "Non-Disparagement", "No Conflicts", "Entire Agreements", "Brokers", "Enforceability", "Liens", "No Defaults", "Subsidiaries", "Intellectual Property", "Consents", "Sales", "Terms", "Duties", "Death", "Interests", "Adjustments", "Withholdings", "Participations", "Indemnity", "Remedies", "Sanctions", "Base Salary", "Tax Withholdings", "Miscellaneous", "Disability", "Integration", "Venues", "Warranties", "Authority"], "gold": ["Authority"]}
+{"input": "Parent and its subsidiaries each agree that this Commitment Letter and the Fee Letter are for its confidential use only and that neither their existence nor the terms hereof will be disclosed by it to any person other than its subsidiaries and the officers, directors, employees, managers, members, partners, equity holders, accountants, attorneys and other advisors of Parent and its subsidiaries (the \u201c Borrower Representatives \u201d), and then only on a confidential and \u201cneed to know\u201d basis in connection with the transactions contemplated hereby; provided , that , Parent may disclose this Commitment Letter and the contents hereof and, except to the extent specified below, the Fee Letter and the contents thereof: (a) as may be compelled in (i) a judicial or administrative proceeding or in any proceeding or pursuant to the order of any court or administrative agency or upon the request or demand of any regulatory authority or (ii) as otherwise required by law or in any required filings with the Securities and Exchange Commission and to the extent required by applicable regulatory authorities or stock exchanges (but, with respect to this clause (ii) in the case of the Fee Letter and the contents thereof, only as part of disclosure of aggregate sources and uses with respect to the Transactions); (b) to the Acquired Company and its controlling persons and the officers, directors, employees, managers, members, partners, accountants, attorneys and other advisors of any of the foregoing who are directly involved in the consideration of this matter, in each case on a confidential and \u201cneed to know\u201d basis in connection with the transactions contemplated hereby (but in the case of the Fee Letter and the contents thereof, redacted in respect of the amounts, percentages and basis points of compensation set forth therein and the pricing and other terms); (c) in syndication or other marketing materials relating to the ABL Facility (but in the case of the Fee Letter and the contents thereof, only as part of disclosure of aggregate sources and uses with respect to the Transactions) or (d) with the prior written consent of Lead Arrangers. Notwithstanding anything herein, neither Commitment Party is holding Parent or any of its subsidiaries or any other party hereto to any confidentiality obligations with respect to any U.S. federal or state tax material provided, or federal or state tax comments made, by either Commitment Party or any of their affiliates, officers, employees or agents.", "references": ["Records", "Brokers", "Arbitration", "Successors", "Survival", "Authorizations", "Headings", "Binding Effects", "Agreements", "Specific Performance", "Payments", "No Defaults", "No Conflicts", "Existence", "Vesting", "Qualifications", "Waiver Of Jury Trials", "Warranties", "Vacations", "Expenses", "Anti-Corruption Laws", "Capitalization", "Modifications", "Releases", "Powers", "Venues", "Duties", "Amendments", "Disability", "Financial Statements", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Article\u00a0VIII shall survive the expiration or termination of this Agreement.", "references": ["Further Assurances", "Submission To Jurisdiction", "Applicable Laws", "Miscellaneous", "Terminations", "Vacations", "Disability", "Authority", "Construction", "Authorizations", "Records", "No Defaults", "Costs", "Sales", "Expenses", "Erisa", "Publicity", "Change In Control", "Solvency", "Remedies", "Subsidiaries", "Qualifications", "Interpretations", "Successors", "Enforcements", "Effectiveness", "Disclosures", "Tax Withholdings", "Duties", "Interests", "Survival"], "gold": ["Survival"]}
+{"input": "In connection with the delivery of Shares as a result of the vesting of RSUs, Participant shall be required to satisfy any applicable tax withholding requirements by paying cash to the Company.", "references": ["Sales", "Integration", "Definitions", "Agreements", "Successors", "Financial Statements", "Withholdings", "Survival", "Liens", "Closings", "Interests", "General", "Enforcements", "No Defaults", "Indemnifications", "Erisa", "Change In Control", "Brokers", "Further Assurances", "Participations", "Payments", "Releases", "Confidentiality", "Submission To Jurisdiction", "Defined Terms", "Warranties", "Consents", "Headings", "Amendments", "Authority", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Assignment may be amended, modified or supplemented at any time by the Parties, pursuant to an instrument in writing signed by all of the Parties.", "references": ["Consents", "Books", "Binding Effects", "General", "Cooperation", "Employment", "Consent To Jurisdiction", "Miscellaneous", "Submission To Jurisdiction", "Liens", "Closings", "Representations", "Fees", "Approvals", "No Conflicts", "Survival", "Authority", "Sanctions", "Enforceability", "Litigations", "Death", "Specific Performance", "Use Of Proceeds", "No Waivers", "Severability", "Waivers", "Notices", "Confidentiality", "Authorizations", "Benefits", "Amendments"], "gold": ["Amendments"]}
+{"input": "No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person is required in connection with the execution and delivery of this Agreement or the Note and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.", "references": ["Compliance With Laws", "Cooperation", "Financial Statements", "Books", "Amendments", "Powers", "Modifications", "Payments", "Existence", "Disclosures", "Records", "General", "Vacations", "Governing Laws", "Anti-Corruption Laws", "Subsidiaries", "Enforceability", "Consent To Jurisdiction", "Venues", "Defined Terms", "Fees", "Adjustments", "Effectiveness", "Terminations", "Sales", "Liens", "Integration", "Disability", "Applicable Laws", "Qualifications", "Approvals"], "gold": ["Approvals"]}
+{"input": "The Borrower shall comply and cause its Subsidiaries to comply in all material respects with (a) all applicable Requirements of Law, (b) all Contractual Obligations and (c) all Permits.", "references": ["Publicity", "Consent To Jurisdiction", "Counterparts", "Consents", "Survival", "Positions", "Headings", "Representations", "Books", "Further Assurances", "Expenses", "Sales", "Authority", "Powers", "Litigations", "Use Of Proceeds", "Solvency", "Insurances", "Fees", "Interests", "Payments", "Severability", "Non-Disparagement", "Definitions", "Change In Control", "Jurisdictions", "Releases", "Modifications", "Intellectual Property", "Venues", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "All notices provided for herein shall be given and deemed received when given and received in accordance with the terms of the Credit Agreement.", "references": ["Successors", "Organizations", "Financial Statements", "Payments", "Insurances", "Taxes", "Representations", "Assigns", "Integration", "Transactions With Affiliates", "Subsidiaries", "Capitalization", "Assignments", "Enforceability", "Authority", "Adjustments", "Warranties", "Brokers", "Closings", "Specific Performance", "Terminations", "Interpretations", "Consent To Jurisdiction", "Solvency", "Modifications", "Employment", "Sales", "Indemnifications", "Interests", "Titles", "Notices"], "gold": ["Notices"]}
+{"input": "The effective date of the Plan is January\u00a01, 1976. This restatement of the Plan, except as may otherwise be specifically provided herein, shall not apply to Participants who separated from active service prior to January\u00a01, 2005; such Participants shall be governed exclusively by the Plan document in existence at the time of their separation. Also, this Plan does not apply to any person who did not have a non-forfeitable right to benefits as of December\u00a031, 2004.", "references": ["Remedies", "Miscellaneous", "Indemnity", "Agreements", "General", "Forfeitures", "Notices", "Vacations", "Death", "Submission To Jurisdiction", "Further Assurances", "Releases", "Cooperation", "Records", "Positions", "Subsidiaries", "Defined Terms", "Confidentiality", "Successors", "Applicable Laws", "Adjustments", "Terms", "Litigations", "Change In Control", "Sanctions", "Construction", "Payments", "No Waivers", "Disability", "Modifications", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "All amounts to be paid to any Purchaser Agent or any other Person or deposited by the Seller or the Master Servicer hereunder (other than amounts payable under Section\u00a04.2 ) shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York time) on the day when due in lawful money of the United States of America in same day funds to such Purchaser Agent\u2019s Purchaser Agent Account, or to such other account at the bank named therein or at such other bank as such Purchaser Agent may designate by written notice to the Person making such payment.", "references": ["Adjustments", "Disability", "Venues", "Waivers", "Modifications", "Integration", "Definitions", "Consent To Jurisdiction", "Financial Statements", "Use Of Proceeds", "Costs", "Authorizations", "Survival", "Notices", "Effective Dates", "Assigns", "Existence", "Cooperation", "Vacations", "Submission To Jurisdiction", "Expenses", "Forfeitures", "Participations", "Releases", "Enforcements", "Interpretations", "Employment", "Change In Control", "Interests", "Entire Agreements", "Payments"], "gold": ["Payments"]}
+{"input": "In connection with any Discounted Term Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Administrative Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses of the Administrative Agent from the Borrower in connection therewith.", "references": ["Change In Control", "Participations", "Cooperation", "Sanctions", "Erisa", "Effective Dates", "Forfeitures", "Brokers", "Assigns", "Representations", "Binding Effects", "Indemnity", "Subsidiaries", "Publicity", "No Defaults", "Capitalization", "No Conflicts", "Remedies", "Indemnifications", "Vesting", "Releases", "Assignments", "Positions", "Further Assurances", "Authorizations", "Disclosures", "Disability", "Warranties", "Arbitration", "Defined Terms", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.\u00a0 This Agreement may be assigned by the Company.\u00a0 The Executive may not assign or delegate his duties under this Agreement.", "references": ["Indemnity", "Erisa", "Existence", "Use Of Proceeds", "Headings", "Authorizations", "Insurances", "Effectiveness", "No Waivers", "Positions", "Interests", "Financial Statements", "Notices", "Specific Performance", "Defined Terms", "Payments", "Submission To Jurisdiction", "Litigations", "Powers", "Warranties", "Governing Laws", "Subsidiaries", "Enforcements", "Agreements", "Jurisdictions", "Duties", "Miscellaneous", "Disability", "Non-Disparagement", "Amendments", "Assignments"], "gold": ["Assignments"]}
+{"input": "You agree to keep this Letter and the terms and restrictions contained herein confidential and agree that you will not communicate the terms of this Letter, or the fact that such Letter exists, to any third party except to your immediate family, accountants, legal or financial advisors, or as otherwise appropriate or necessary as required by law or court order.", "references": ["Construction", "Binding Effects", "No Defaults", "Arbitration", "Headings", "Fees", "Modifications", "Disclosures", "Sanctions", "Authority", "Remedies", "Jurisdictions", "Approvals", "Further Assurances", "Submission To Jurisdiction", "Expenses", "Erisa", "Venues", "Duties", "Use Of Proceeds", "Agreements", "Integration", "General", "Vesting", "Tax Withholdings", "Solvency", "Non-Disparagement", "Titles", "Defined Terms", "Governing Laws", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Company agrees to pay the Executive a base salary (the \u201c Base Salary \u201d) at an annual rate of not less than $400,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive\u2019s Base Salary shall be subject to annual review by the Board (or a committee thereof).", "references": ["Successors", "Withholdings", "Insurances", "Effectiveness", "Solvency", "Erisa", "Miscellaneous", "Fees", "Publicity", "Qualifications", "Modifications", "Survival", "Use Of Proceeds", "Releases", "Terms", "Integration", "Submission To Jurisdiction", "Effective Dates", "Defined Terms", "Liens", "Terminations", "Existence", "Records", "Assignments", "Disability", "Notices", "Consent To Jurisdiction", "Compliance With Laws", "Waivers", "Authority", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Consent.", "references": ["Effective Dates", "Records", "Venues", "Further Assurances", "General", "Authorizations", "Publicity", "Expenses", "Transactions With Affiliates", "Withholdings", "Insurances", "Assignments", "Vacations", "Vesting", "Successors", "Sanctions", "Jurisdictions", "Submission To Jurisdiction", "Miscellaneous", "Authority", "Consents", "Change In Control", "Organizations", "Headings", "Indemnity", "Compliance With Laws", "Enforceability", "Approvals", "Agreements", "Base Salary", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Amendment No. 7 shall not be changed, modified or amended except in writing and signed by both of the Parties hereto . The provisions of this Amendment No. 7 shall be considered a part of the Agreement. Except as specifically amended i n this Amendment No. 7 , the provisions of the Agreement, as amended , remain unaffected and in full force and effect. The provisions of this Amendment No. 7 shall prevail in the event of any conflict between the provisions hereof and the provisions of the Agreement.", "references": ["Closings", "Disclosures", "Enforceability", "Fees", "No Defaults", "Subsidiaries", "Participations", "Waivers", "Defined Terms", "Venues", "Titles", "Powers", "Existence", "Submission To Jurisdiction", "Sales", "Tax Withholdings", "Terminations", "Costs", "Change In Control", "Severability", "Survival", "Cooperation", "Agreements", "Arbitration", "Releases", "Death", "Notices", "Interpretations", "Expenses", "Positions", "General"], "gold": ["General"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrowers or any of the Borrowers\u2019 Affiliates or Restricted Subsidiaries or any Disqualified Institution) (each, a \u201cParticipant\u201d ) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided , (i) such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrowers, the Administrative Agent, the Issuing Bank and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.3(b) with respect to any payments made by such Lender to its Participant(s).", "references": ["Terminations", "Subsidiaries", "Notices", "Tax Withholdings", "Expenses", "Existence", "Waiver Of Jury Trials", "Venues", "Interests", "No Defaults", "Sanctions", "Integration", "Definitions", "Use Of Proceeds", "Base Salary", "Specific Performance", "Authority", "Anti-Corruption Laws", "Effectiveness", "Change In Control", "Duties", "Indemnifications", "Consent To Jurisdiction", "Governing Laws", "Warranties", "Liens", "Financial Statements", "Disclosures", "Closings", "Applicable Laws", "Participations"], "gold": ["Participations"]}
+{"input": "After the Closing, Seller shall deliver to the offices of Buyer\u2019s property manager or to the Real Property to the extent not previously delivered to or for the benefit of Buyer and in Seller\u2019s or its property manager\u2019s possession or control: Leases and warranties; plans and specifications; licenses, permits, certificates of occupancy which pertain to the Property, and all keys, used in the operation of the Property.", "references": ["Sales", "Base Salary", "Interpretations", "Disclosures", "Survival", "Miscellaneous", "Successors", "Intellectual Property", "Adjustments", "Employment", "Jurisdictions", "Costs", "Confidentiality", "Assignments", "Death", "Financial Statements", "Specific Performance", "Warranties", "Subsidiaries", "Erisa", "Use Of Proceeds", "Venues", "Organizations", "Powers", "Enforceability", "Effective Dates", "Headings", "Consents", "Further Assurances", "Disability", "Records"], "gold": ["Records"]}
+{"input": "(a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Lenders in accordance with their respective Revolving Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date.", "references": ["Base Salary", "Notices", "Representations", "Interests", "Publicity", "General", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Books", "Modifications", "Titles", "Transactions With Affiliates", "Positions", "Consent To Jurisdiction", "Approvals", "Capitalization", "Specific Performance", "Headings", "Payments", "Benefits", "Non-Disparagement", "Vacations", "Financial Statements", "Compliance With Laws", "Integration", "Consents", "Defined Terms", "Agreements", "Enforcements", "Survival", "Fees"], "gold": ["Fees"]}
+{"input": "This Agreement may not be assigned by either party without the prior written consent of the other party.", "references": ["Interpretations", "Waivers", "Intellectual Property", "Withholdings", "Amendments", "Confidentiality", "Use Of Proceeds", "Insurances", "Consents", "Entire Agreements", "Indemnifications", "Definitions", "Sales", "Miscellaneous", "Waiver Of Jury Trials", "Warranties", "Integration", "Construction", "Payments", "Liens", "Binding Effects", "Existence", "Remedies", "Counterparts", "Agreements", "Representations", "Change In Control", "Disability", "Litigations", "Organizations", "Assignments"], "gold": ["Assignments"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.", "references": ["Waivers", "Representations", "Amendments", "Interpretations", "Benefits", "Disclosures", "Confidentiality", "Effective Dates", "Vacations", "Binding Effects", "No Conflicts", "Costs", "Governing Laws", "Assigns", "Assignments", "Participations", "Change In Control", "Publicity", "Remedies", "Further Assurances", "Expenses", "Compliance With Laws", "Existence", "Interests", "Effectiveness", "Counterparts", "Enforceability", "Specific Performance", "Positions", "Subsidiaries", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Participant shall be entitled to receive a copy of the Plan.", "references": ["Survival", "Base Salary", "Indemnifications", "Sanctions", "Assignments", "Benefits", "Powers", "Use Of Proceeds", "Authorizations", "Headings", "Applicable Laws", "Anti-Corruption Laws", "Payments", "Interpretations", "Change In Control", "Definitions", "Effectiveness", "Successors", "Cooperation", "Books", "Transactions With Affiliates", "Records", "Remedies", "Subsidiaries", "Titles", "Terms", "No Waivers", "Authority", "Waivers", "Defined Terms", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Any notice required to be given or delivered to the Secretary of the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate office at 436 Seventh Avenue, Pittsburgh, PA 15219.\u00a0\u00a0Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee\u2019s signature line on the Grant Notice.\u00a0\u00a0All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.", "references": ["Payments", "Vesting", "Disclosures", "Amendments", "Entire Agreements", "Severability", "Submission To Jurisdiction", "Integration", "Modifications", "Further Assurances", "Effectiveness", "Arbitration", "Headings", "Qualifications", "Publicity", "Intellectual Property", "Fees", "Solvency", "Authority", "Definitions", "Interests", "Representations", "Assigns", "Waivers", "Insurances", "Cooperation", "Employment", "Specific Performance", "Benefits", "Closings", "Notices"], "gold": ["Notices"]}
+{"input": "Actavis represents and warrants to Plaintiffs that, as of the Effective Date, (i)\u00a0Actavis or its Affiliates own all right, title and interest in, to and under the Actavis ANDAs, and Actavis and its Affiliates have not granted or assigned to any Third Party, directly or indirectly, any rights under or to the Actavis ANDAs or Actavis Products, (ii)\u00a0except as provided for in Section 16.02, Actavis and its Affiliates will not transfer ownership, in whole or in part, of said Actavis ANDAs, except to an Affiliate of Actavis or to a successor to all or substantially all of the business to which this Agreement pertains, until the expiration of the license granted herein, (iii)\u00a0Actavis has the right to settle the Lawsuits, and (iv)\u00a0apart from the Actavis ANDAs, Actavis and its Affiliates do not own or control as of the Effective Date, and will not file or acquire after the Effective Date, any application for any other generic version of Relistor \u00ae Injection.", "references": ["Confidentiality", "Modifications", "Capitalization", "Positions", "Waivers", "Insurances", "Compliance With Laws", "Organizations", "Intellectual Property", "Disclosures", "Terminations", "Base Salary", "Assignments", "Waiver Of Jury Trials", "Arbitration", "Publicity", "Change In Control", "Benefits", "Further Assurances", "Tax Withholdings", "Non-Disparagement", "Authority", "No Waivers", "Records", "Submission To Jurisdiction", "Representations", "Indemnity", "Vesting", "Transactions With Affiliates", "Notices", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement may be amended, modified, or supplemented only by an instrument in writing executed by the party against whom enforcement of the amendment, modification, or supplement is sought.", "references": ["Brokers", "Terminations", "Venues", "Adjustments", "Payments", "Warranties", "Costs", "Waiver Of Jury Trials", "Authorizations", "Organizations", "No Waivers", "Sales", "Definitions", "Transactions With Affiliates", "Taxes", "Successors", "Tax Withholdings", "Positions", "Waivers", "Existence", "Base Salary", "Liens", "Governing Laws", "Powers", "Jurisdictions", "Solvency", "Survival", "Further Assurances", "Capitalization", "Integration", "Amendments"], "gold": ["Amendments"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 9,000 shares. Upon receiving the Purchaser\u2019s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section 2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).", "references": ["Defined Terms", "Waivers", "Organizations", "Forfeitures", "Cooperation", "Terminations", "Sales", "Approvals", "Interpretations", "Change In Control", "Consents", "Authority", "Records", "Counterparts", "Authorizations", "Litigations", "Applicable Laws", "Powers", "Adjustments", "Amendments", "Erisa", "Vacations", "Governing Laws", "Modifications", "Death", "Financial Statements", "Enforceability", "Payments", "Disability", "Benefits", "Closings"], "gold": ["Closings"]}
+{"input": "All of the direct and indirect subsidiaries of the Company and the locations thereof are set forth on Schedule 3.1(a) . Except as 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 or other interests 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. Schedule 3.1(a) sets forth, as of the Closing Date, the jurisdiction of organization and the location of the Company\u2019s and its subsidiaries\u2019 executive offices and other places of business.", "references": ["Authorizations", "Sales", "Construction", "Releases", "Fees", "Entire Agreements", "Notices", "Jurisdictions", "Enforceability", "Insurances", "Consent To Jurisdiction", "Vacations", "Publicity", "Terms", "No Waivers", "Existence", "Specific Performance", "Governing Laws", "Costs", "Further Assurances", "Survival", "Definitions", "Assigns", "Venues", "Waivers", "Miscellaneous", "Defined Terms", "Payments", "Consents", "Organizations", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent, each L/C Issuer and each Lender, regardless of any investigation made by any Agent, any L/C Issuer or any Lender or on their behalf and notwithstanding that any Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other First Lien Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.", "references": ["Base Salary", "Fees", "Existence", "No Defaults", "Terminations", "Waiver Of Jury Trials", "Entire Agreements", "Vesting", "Definitions", "No Conflicts", "Benefits", "Arbitration", "Remedies", "Expenses", "Sanctions", "Specific Performance", "Cooperation", "Consent To Jurisdiction", "Successors", "Erisa", "Participations", "Change In Control", "Assigns", "Interests", "Brokers", "Miscellaneous", "Binding Effects", "Intellectual Property", "Effectiveness", "Integration", "Warranties"], "gold": ["Warranties"]}
+{"input": "Subject to Section\u00a04.3(a)\u00a0of this Agreement, in any suit, action or proceeding seeking to enforce any provision of this Agreement, the Executive hereby (a)\u00a0irrevocably consents to the exclusive jurisdiction of any federal court located in the State of New Jersey or any of the state courts of the State of New Jersey; (b)\u00a0waives, to the fullest extent permitted by applicable law, any objection which she may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; and (c)\u00a0agrees that process in any such suit, action or proceeding may be served on her anywhere in the world, whether within or without the jurisdiction of such court, and, without limiting the foregoing, irrevocably agrees that service of process on such party, in the same manner as provided for notices in Section\u00a04.8 of this Agreement, shall be deemed effective service of process on such party in any such suit, action or proceeding.\u00a0\u00a0 The Executive and Company agree to waive any right to a jury in connection with any judicial proceeding.", "references": ["Further Assurances", "Closings", "Withholdings", "Duties", "Counterparts", "Litigations", "Enforceability", "Employment", "Sales", "Liens", "Tax Withholdings", "Agreements", "Subsidiaries", "Non-Disparagement", "Authority", "Benefits", "Integration", "Confidentiality", "Intellectual Property", "Change In Control", "Assigns", "Representations", "Titles", "Specific Performance", "Construction", "Authorizations", "Effectiveness", "General", "Indemnity", "Positions", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The Plan was adopted by the Board to be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date, which is July\u00a017, 2018. However, any Award granted prior to such termination (or any earlier termination pursuant to Section \u00a010 ), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond such termination until the final disposition of such Award.", "references": ["Consents", "Participations", "Releases", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Subsidiaries", "Vacations", "Arbitration", "Costs", "Entire Agreements", "Specific Performance", "Records", "Survival", "Authority", "Transactions With Affiliates", "Interests", "Submission To Jurisdiction", "Qualifications", "Construction", "No Defaults", "Modifications", "Fees", "Headings", "Effective Dates", "Sales", "Consent To Jurisdiction", "Powers", "Effectiveness", "Positions", "Financial Statements", "Terms"], "gold": ["Terms"]}
+{"input": "Except as set forth on Schedule 2.6, there is no Action pending or, to the knowledge of Seller (including the knowledge of each of the Officer Employees), threatened, by or against the Seller or any asset of the Seller before any court, arbitrator or Governmental Authority, that (i)\u00a0would have a Material Adverse Effect, (ii)\u00a0questions the legality, validity or enforceability of this Agreement or any Closing Agreement or (iii)\u00a0may have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement or any of the Closing Agreements. There is no outstanding judgment, order or decree to which Seller or any asset of Seller is subject that would have a Material Adverse Effect.", "references": ["Cooperation", "Applicable Laws", "Organizations", "Tax Withholdings", "Waiver Of Jury Trials", "Compliance With Laws", "Liens", "Construction", "Participations", "Financial Statements", "Costs", "Modifications", "Intellectual Property", "Agreements", "Authorizations", "Approvals", "Expenses", "Headings", "Amendments", "Binding Effects", "No Defaults", "Qualifications", "Titles", "Records", "Vesting", "Indemnity", "Indemnifications", "Miscellaneous", "Effectiveness", "No Waivers", "Litigations"], "gold": ["Litigations"]}
+{"input": "In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, including but not limited to any breach or default under this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 10).", "references": ["Applicable Laws", "Warranties", "Compliance With Laws", "No Defaults", "Use Of Proceeds", "Sanctions", "Litigations", "Subsidiaries", "Approvals", "Terminations", "Binding Effects", "Organizations", "Employment", "Base Salary", "Publicity", "Liens", "Confidentiality", "Jurisdictions", "Anti-Corruption Laws", "Financial Statements", "Qualifications", "Change In Control", "Forfeitures", "Definitions", "Authority", "Erisa", "Entire Agreements", "Severability", "Effective Dates", "Vesting", "General"], "gold": ["General"]}
+{"input": "This Ninth Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California.", "references": ["Liens", "Agreements", "No Conflicts", "Venues", "Counterparts", "Terminations", "Compliance With Laws", "Subsidiaries", "Transactions With Affiliates", "Participations", "Duties", "Waiver Of Jury Trials", "Assigns", "Integration", "Headings", "Anti-Corruption Laws", "Representations", "Consent To Jurisdiction", "General", "Warranties", "Solvency", "Closings", "Submission To Jurisdiction", "Notices", "Non-Disparagement", "Survival", "Indemnifications", "Severability", "Confidentiality", "Intellectual Property", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Warrants or Warrant Shares or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction..", "references": ["Modifications", "Amendments", "Miscellaneous", "Enforceability", "Interpretations", "Brokers", "Entire Agreements", "Compliance With Laws", "Jurisdictions", "Duties", "Positions", "Releases", "Terms", "Waiver Of Jury Trials", "Liens", "Authorizations", "Disability", "Change In Control", "Approvals", "No Waivers", "Survival", "Subsidiaries", "Consents", "Confidentiality", "Erisa", "Employment", "Base Salary", "Publicity", "Interests", "Withholdings", "Integration"], "gold": ["Integration"]}
+{"input": "The actual and reasonable costs and fees of Consultants for the functions described in Section 5.2 above shall be paid by Borrower upon billing therefor.", "references": ["Terminations", "Severability", "Disclosures", "Duties", "Non-Disparagement", "Assignments", "Solvency", "Publicity", "Survival", "Fees", "Capitalization", "No Defaults", "Agreements", "Litigations", "Erisa", "Amendments", "Adjustments", "Consent To Jurisdiction", "Disability", "Powers", "Entire Agreements", "Closings", "Vesting", "Specific Performance", "Remedies", "Waivers", "Intellectual Property", "Employment", "Construction", "Counterparts", "Payments"], "gold": ["Payments"]}
+{"input": "Subject to Section 2.5.3, Section 3.3 and the last paragraph of this Section 8.2, except for actions expressly permitted to be taken by the Administrative Agent, the LC Issuer or the Swing Line Lenders, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Credit Party or Credit Parties that are parties thereto, in each case with the consent of the Required Lenders; provided , however , that no such supplemental agreement shall (i) except pursuant to Section 2.5.3, increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or Reimbursement Obligation or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (other than a waiver of the application of the default rate of interest pursuant to Section 2.11 hereof which shall only require the approval of the Required Lenders), (iii) postpone the scheduled maturity date of any Loan or any scheduled date of payment of any Reimbursement Obligation, or any date for the scheduled payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 11.1 or 11.2 or the definition of \u201cPro Rata Share\u201d in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of \u201cRequired Lenders\u201d or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower from its obligations hereunder, including the guaranty under Article XVI, without the consent of each Lender, (vii) other than in connection with a transaction permitted under this Agreement, release all or substantially all of the Collateral, without the consent of each Lender, (viii) change the payment waterfall provisions of Section 8.4, without the consent of each Lender, or (ix) other than in connection with a transaction permitted under this Agreement, release all or substantially all of the Guarantors from their obligations under the Guaranty Agreement or any other agreement pursuant to which such Guarantors guarantee the repayment of the Secured Obligations, without the consent of each Lender. No amendment of any provision of this Agreement relating to (a) the Administrative Agent shall be effective without the written consent of the Administrative Agent, (b) the applicable Swing Line Lender or any Swing Line Loan shall be effective without the written consent of the applicable Swing Line Lender and (c) the LC Issuer or any Facility LC shall be effective without the written consent of the LC Issuer.\u00a0 The Administrative Agent may waive payment of the fee required under Section 12.3.3 without obtaining the consent of any other party to this Agreement. No amendment to Section 2.22 of this Agreement shall be effective without the written consent of the Swing Line Lenders and the LC Issuer. Notwithstanding the foregoing, (i) no Lender\u2019s consent shall be required for any amendment, modification or waiver if (A) by the terms of such amendment, modification or waiver the Commitment of such Lender shall terminate upon the effectiveness of such amendment, modification or waiver and (B) at the time such amendment, modification or waiver becomes effective, such Lender receives payment in full of all of the Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services Obligations, contingent indemnity obligations and other contingent obligations) owing to it under the Loan Documents, (ii) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent if, following the Closing Date, the Borrower and the Administrative Agent shall have identified any inconsistency, obvious error or omission of a technical or immaterial nature so long as, in each case, the Lenders shall have received at least ten (10) Business Days\u2019 prior written notice thereof and the Administrative Agent shall not have received, within ten (10) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (iii) no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the proviso to the first sentence of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification.", "references": ["Litigations", "Solvency", "Books", "Indemnifications", "Vesting", "Existence", "Organizations", "No Conflicts", "Indemnity", "Taxes", "Employment", "Sales", "No Defaults", "Terms", "Authorizations", "Publicity", "Brokers", "Applicable Laws", "Successors", "Withholdings", "Positions", "Disclosures", "General", "Waiver Of Jury Trials", "Change In Control", "Liens", "Defined Terms", "Base Salary", "Survival", "Disability", "Amendments"], "gold": ["Amendments"]}
+{"input": "During the Term hereof, Executive shall serve the Company as the Chief Financial Officer (\u201c CFO \u201d) of both NeoGenomics, Inc., the parent company, and NeoGenomics Laboratories, Inc., the primary operating subsidiary, or such other position or positions as the Company may in the future determine, at such location or locations as the Company may determine after consultation with the Executive. Executive will report to and be subject to the general supervision and direction of the Chief Executive Officer (\u201c CEO \u201d) of the Company. If requested, Executive will serve in similar capacities for each or any subsidiary of NeoGenomics without additional compensation.", "references": ["Death", "Publicity", "Agreements", "No Conflicts", "Disclosures", "Miscellaneous", "Modifications", "Terminations", "Survival", "Closings", "Enforcements", "Further Assurances", "Titles", "Binding Effects", "Base Salary", "Payments", "Submission To Jurisdiction", "Change In Control", "Tax Withholdings", "Jurisdictions", "Solvency", "Indemnity", "Subsidiaries", "Terms", "Definitions", "Waivers", "Enforceability", "Employment", "Releases", "Entire Agreements", "Positions"], "gold": ["Positions"]}
+{"input": "No authorization, approval or consent of, and no filing or registration with, any Governmental Authority or other third-party is or will be necessary for (a)\u00a0the execution, delivery or performance by the Borrower or any Subsidiary of the Borrower of the Loan Documents to which it is or may become a party, except for any such authorization, approval or consent that has been obtained and remains in full force and effect or where the failure to obtain any such authorization, approval or consent could not reasonably be expected to have a Material Adverse Effect, or (b)\u00a0the validity or enforceability of the Loan Documents to which the Borrower or any Subsidiary of the Borrower is or may become a party, except for any such authorization, approval or consent that has been obtained and remains in full force and effect.", "references": ["Specific Performance", "Authority", "Vesting", "Severability", "Sanctions", "Forfeitures", "Authorizations", "Modifications", "Capitalization", "Positions", "Terminations", "No Waivers", "Tax Withholdings", "Notices", "Arbitration", "Cooperation", "Counterparts", "Remedies", "No Defaults", "Indemnifications", "Defined Terms", "Participations", "Consents", "Use Of Proceeds", "Benefits", "Consent To Jurisdiction", "Agreements", "Payments", "Representations", "Titles", "Approvals"], "gold": ["Approvals"]}
+{"input": "EnCap hereby authorizes Acquiror Parent to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy Statement EnCap\u2019s identity and ownership of the Covered Shares and the nature of the EnCap\u2019s obligations under this Agreement.", "references": ["Subsidiaries", "Effective Dates", "Binding Effects", "Existence", "Agreements", "Base Salary", "Arbitration", "Transactions With Affiliates", "Vacations", "Indemnity", "Waivers", "Sales", "Litigations", "Compliance With Laws", "Severability", "Capitalization", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Authorizations", "Jurisdictions", "Integration", "Defined Terms", "General", "Disability", "Participations", "Non-Disparagement", "No Defaults", "Assigns", "Titles", "Further Assurances", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Attached hereto as Schedule \u00a011(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each Grantor, each patent (including each patent application) owned by such Grantor, and the name of the registered owner, type, registration or application number and the expiration date (if already registered) thereof. Also set forth on Schedule 11(A) is a schedule setting forth all patent licenses granted to any Grantor.", "references": ["Death", "Representations", "Costs", "Liens", "Definitions", "Governing Laws", "Severability", "Successors", "Sales", "Interpretations", "Applicable Laws", "Payments", "Powers", "Change In Control", "Existence", "Defined Terms", "Remedies", "Records", "Waiver Of Jury Trials", "Organizations", "No Defaults", "Subsidiaries", "Amendments", "Closings", "Forfeitures", "Taxes", "Waivers", "Authority", "Notices", "Capitalization", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"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 but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Warranties", "Interests", "Insurances", "Indemnifications", "Vesting", "No Defaults", "Submission To Jurisdiction", "Sanctions", "Expenses", "Tax Withholdings", "Duties", "Compliance With Laws", "Authorizations", "Subsidiaries", "Powers", "Interpretations", "Specific Performance", "Liens", "Severability", "Further Assurances", "Erisa", "Modifications", "Use Of Proceeds", "Enforceability", "Effective Dates", "Publicity", "Waiver Of Jury Trials", "Amendments", "Books", "Jurisdictions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "After giving effect to the consummation of the transactions contemplated by this Agreement and the Additional Note Purchase Agreements, Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature. No transfer of property is being made and no indebtedness is being incurred in connection with the transactions contemplated by this Agreement or the Additional Note Purchase Agreements with the intent to hinder, delay or defraud either present or future creditors of Company or any Subsidiary of Company.", "references": ["Litigations", "Enforceability", "Venues", "No Waivers", "Authorizations", "Brokers", "Forfeitures", "Approvals", "Publicity", "Consent To Jurisdiction", "Employment", "Intellectual Property", "Taxes", "Sales", "Terms", "Specific Performance", "Duties", "Indemnifications", "Warranties", "Headings", "Disclosures", "Organizations", "Successors", "No Conflicts", "Further Assurances", "Anti-Corruption Laws", "General", "Costs", "Liens", "Erisa", "Solvency"], "gold": ["Solvency"]}
+{"input": "If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.", "references": ["Submission To Jurisdiction", "Construction", "Forfeitures", "Vesting", "Capitalization", "Venues", "Definitions", "General", "Governing Laws", "Duties", "Consents", "Headings", "Erisa", "Authority", "No Conflicts", "Payments", "Approvals", "No Defaults", "Jurisdictions", "Titles", "Miscellaneous", "Benefits", "Existence", "Change In Control", "Confidentiality", "Sanctions", "Waivers", "Non-Disparagement", "Applicable Laws", "Amendments", "Severability"], "gold": ["Severability"]}
+{"input": "The Company will reimburse the Director for reasonable expenses incurred in the performance of the Services promptly upon submission of documentation of such expenses (e.g., invoices or receipts) in a form reasonably acceptable to the Company.", "references": ["Enforcements", "Further Assurances", "Employment", "Insurances", "Use Of Proceeds", "Authority", "Binding Effects", "Duties", "Disclosures", "Fees", "Benefits", "Cooperation", "Compliance With Laws", "Indemnity", "Costs", "Tax Withholdings", "Closings", "General", "Assignments", "Sales", "Liens", "Transactions With Affiliates", "Effectiveness", "Integration", "Records", "Capitalization", "Forfeitures", "Terminations", "Survival", "Severability", "Expenses"], "gold": ["Expenses"]}
+{"input": "Unless Bank shall otherwise consent in writing, JCPenney shall, and shall cause each of the Authorized Entities to, pay, collect and remit, when due, any sales taxes relating to the sale of Goods and/or Services.", "references": ["Further Assurances", "Publicity", "Waiver Of Jury Trials", "Fees", "Effectiveness", "Indemnifications", "Solvency", "Existence", "Capitalization", "Adjustments", "Severability", "Cooperation", "Releases", "Tax Withholdings", "Assigns", "Authority", "Definitions", "Records", "Change In Control", "Intellectual Property", "Jurisdictions", "Survival", "No Waivers", "Approvals", "Governing Laws", "Assignments", "Terms", "Indemnity", "Consents", "Expenses", "Taxes"], "gold": ["Taxes"]}
+{"input": "Participant agrees that any claim arising out of or relating to this Restrictive Covenant Agreement shall be brought exclusively in the state or federal courts of competent jurisdiction located in the State of Georgia. Participant consents to the personal jurisdiction of such courts and thereby waives: (a) any objection to jurisdiction or venue; or (b) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.", "references": ["Non-Disparagement", "Waiver Of Jury Trials", "Records", "Modifications", "Arbitration", "Jurisdictions", "Expenses", "Defined Terms", "Use Of Proceeds", "Compliance With Laws", "Indemnity", "Litigations", "No Conflicts", "Consent To Jurisdiction", "Books", "Financial Statements", "Survival", "Benefits", "No Waivers", "Powers", "Capitalization", "Qualifications", "Employment", "Representations", "Vacations", "Adjustments", "Withholdings", "Assignments", "Counterparts", "Warranties", "Venues"], "gold": ["Venues"]}
+{"input": "Executive agrees that upon the reasonable request of the Company or its Affiliates following Executive\u2019s termination of employment, Executive shall use reasonable efforts to assist and cooperate with the Company or its Affiliates in connection with the defense or prosecution of any claim that may be made against or by the Company or its Affiliates, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company or its Affiliates, including any proceedings before any arbitral, administrative, regulatory, judicial, legislative or other body or agency. Executive will be entitled to reimbursement for any reasonable out-of-pocket expenses (including travel expenses and attorneys\u2019 fees) incurred in connection with providing such assistance.", "references": ["Venues", "Taxes", "Sales", "Survival", "Enforceability", "Erisa", "Entire Agreements", "Agreements", "Confidentiality", "Payments", "Effectiveness", "Assigns", "Subsidiaries", "Publicity", "Jurisdictions", "Terms", "Authority", "Applicable Laws", "Further Assurances", "Notices", "Liens", "Transactions With Affiliates", "Effective Dates", "Consent To Jurisdiction", "Headings", "Death", "Books", "Brokers", "Warranties", "Remedies", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Pay its indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part thereof, except, in each case, where the failure to pay or perform such items would not reasonably be expected to have a Material Adverse Effect; provided , however , that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Borrowers shall have set aside on their books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend enforcement of a Lien and, in the case of a Mortgaged Vessel, there is no risk of forfeiture of such property.", "references": ["Entire Agreements", "Subsidiaries", "Titles", "Modifications", "Forfeitures", "Terms", "Capitalization", "Non-Disparagement", "Adjustments", "Qualifications", "Erisa", "Liens", "Brokers", "Effectiveness", "Disclosures", "Solvency", "Binding Effects", "Change In Control", "Benefits", "Enforcements", "Payments", "Headings", "Authority", "No Conflicts", "Indemnifications", "Transactions With Affiliates", "Assigns", "Severability", "Counterparts", "Employment", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Guaranty Agreement, each Guaranty Joinder Agreement and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto and thereto, and to their respective heirs, legal representatives, successors and assigns; provided , however , that no Guarantor shall be permitted to assign any of its rights, powers, duties or obligations under this Guaranty Agreement, any Guaranty Joinder Agreement or any other interest herein or therein except as expressly permitted herein or in the Credit Agreement. Without limiting the generality of the foregoing sentence of this Section 18 , any Lender may assign to one or more Persons, or grant to one or more Persons participations in or to, all or any part of its rights and obligations under the Credit Agreement (to the extent permitted by the Credit Agreement); and to the extent of any such assignment or participation such other Person shall, to the fullest extent permitted by law, thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions of the Credit Agreement, including Article IX thereof (concerning the Administrative Agent) and Section 10.06 thereof concerning assignments and participations. All references herein to the Administrative Agent shall include any successor thereof.", "references": ["Agreements", "Entire Agreements", "Death", "Closings", "Existence", "No Conflicts", "Subsidiaries", "Books", "Vesting", "Erisa", "Terminations", "No Waivers", "Enforcements", "Approvals", "Governing Laws", "Definitions", "Forfeitures", "Notices", "Further Assurances", "Effective Dates", "Interests", "Survival", "Disclosures", "Brokers", "Qualifications", "Fees", "Publicity", "Transactions With Affiliates", "Base Salary", "Interpretations", "Assignments"], "gold": ["Assignments"]}
+{"input": "No Originator shall (i) be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Purchaser have each (A) received at least thirty (30) days\u2019 prior notice thereof, (B) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3 ) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).", "references": ["Terms", "Enforcements", "Titles", "Consents", "Litigations", "Expenses", "Powers", "Closings", "Representations", "Non-Disparagement", "Survival", "Intellectual Property", "Miscellaneous", "Tax Withholdings", "Remedies", "Withholdings", "Anti-Corruption Laws", "Existence", "Erisa", "Indemnity", "Liens", "Sanctions", "Assigns", "Vesting", "Agreements", "No Defaults", "Effective Dates", "Compliance With Laws", "Interests", "Cooperation", "Sales"], "gold": ["Sales"]}
+{"input": "Executive represents and warrants to the Company that Executive is not a party to or bound by any noncompetition or other agreement, with any former employer or otherwise, that limits or restricts in any manner Executive\u2019s right, as an employee or in any other capacity, to be employed by or provide advice or services to, any person or entity. Executive further represents and warrants that Executive does not have or possess any non-public, confidential information of or relating to any business or enterprise (other than the Company or its affiliated companies). Executive agrees to defend and indemnify the Company from and against any loss or expense suffered or incurred by the Company or any of its affiliated companies as a result of an inaccuracy or breach of any of Executive\u2019s representations, warranties or agreements made in this Section 6, or any breach by Executive of any post-employment obligations to any prior employer.", "references": ["Financial Statements", "Representations", "Authority", "Fees", "Enforceability", "Disclosures", "Miscellaneous", "Disability", "Enforcements", "Releases", "Jurisdictions", "Venues", "Arbitration", "Taxes", "Sanctions", "Authorizations", "No Waivers", "Successors", "Modifications", "Vesting", "Death", "Adjustments", "Entire Agreements", "Anti-Corruption Laws", "Interests", "Cooperation", "Costs", "Headings", "Withholdings", "Applicable Laws", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.", "references": ["Enforcements", "Releases", "Sales", "Transactions With Affiliates", "Liens", "Confidentiality", "Venues", "Employment", "Consent To Jurisdiction", "Modifications", "Positions", "Interpretations", "Notices", "Effectiveness", "Integration", "Interests", "Litigations", "Expenses", "Terminations", "Jurisdictions", "Intellectual Property", "Publicity", "Applicable Laws", "Books", "Assignments", "Non-Disparagement", "Binding Effects", "Duties", "Anti-Corruption Laws", "Payments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "In connection with the transactions contemplated by this SAFE, the Company hereby represents and warrants to the Holder that all requisite action has been taken on the part of the Company necessary for the authorization, execution and delivery of this SAFE. The Company has taken all requisite action to make all of the obligations of the Company reflected in the provisions of this SAFE valid and enforceable in accordance with its terms.", "references": ["Insurances", "Successors", "Taxes", "Further Assurances", "Costs", "Payments", "Terminations", "Counterparts", "Amendments", "Withholdings", "Enforceability", "Indemnifications", "Sanctions", "Agreements", "Erisa", "Jurisdictions", "Approvals", "Sales", "Existence", "Notices", "Use Of Proceeds", "General", "Transactions With Affiliates", "Anti-Corruption Laws", "Construction", "Closings", "Employment", "Defined Terms", "Effective Dates", "Tax Withholdings", "Representations"], "gold": ["Representations"]}
+{"input": "Each Loan Party and its Restricted Subsidiaries own or possess the right to use all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, \u201c IP Rights \u201d) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own or possess the right to use such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.\u00a0\u00a0To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.\u00a0\u00a0There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries ( i )\u00a0challenging the validity, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or ( ii )\u00a0alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.", "references": ["Payments", "Interests", "Modifications", "Taxes", "Litigations", "Sales", "Integration", "Vesting", "Closings", "Expenses", "Submission To Jurisdiction", "Books", "Positions", "Records", "Counterparts", "Governing Laws", "Employment", "Adjustments", "Terminations", "Qualifications", "Duties", "Costs", "Titles", "Insurances", "Death", "Waivers", "Consents", "Transactions With Affiliates", "Venues", "Vacations", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or Subsidiary, an amount sufficient to satisfy federal, provincial, state, local and foreign taxes (including the Participant\u2019s FICA, Canada Pension Plan contributions, employment tax, Employment Insurance (Canada) premiums, or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of the Plan. The Administrator, in its sole discretion and in satisfaction of the foregoing requirement, may withhold, or allow a Participant to elect to have the Company withhold, Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, provincial, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Plan, the Code and the Tax Act, for tax withholding obligations due in connection with a broker-assisted cashless Option or Warrant exercise involving the sale of Shares to pay the Option or Warrant exercise price or any tax withholding obligation.", "references": ["Terms", "Notices", "Death", "Use Of Proceeds", "Definitions", "Liens", "Submission To Jurisdiction", "Records", "Assignments", "Approvals", "Litigations", "Enforcements", "Anti-Corruption Laws", "Consent To Jurisdiction", "Enforceability", "Binding Effects", "Venues", "Integration", "Sanctions", "Withholdings", "Fees", "Payments", "Publicity", "Base Salary", "Organizations", "Miscellaneous", "Consents", "Costs", "Severability", "Further Assurances", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Each Company maintains with financially sound and reputable insurers insurance with coverage (including, if applicable, flood insurance as required pursuant to Section 5.29 hereof) and limits as required by law and as is customary with Persons engaged in the same or similar businesses as the Companies. Schedule 6.18 hereto sets forth all insurance carried by the Companies on the Closing Date, setting forth in reasonable detail the amount and type of such insurance.", "references": ["Cooperation", "Consents", "Enforcements", "Defined Terms", "Tax Withholdings", "Disclosures", "Survival", "Enforceability", "Construction", "Notices", "Adjustments", "Warranties", "Benefits", "Miscellaneous", "Records", "Costs", "Confidentiality", "Disability", "Vesting", "Terms", "Interests", "General", "Financial Statements", "Solvency", "Erisa", "Venues", "Titles", "Modifications", "Applicable Laws", "Closings", "Insurances"], "gold": ["Insurances"]}
+{"input": "The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the word \u201cincluding\u201d in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words \u201cor,\u201d \u201ceither\u201d and \u201cany\u201d shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.", "references": ["Sanctions", "Erisa", "Successors", "Titles", "Transactions With Affiliates", "Effective Dates", "Jurisdictions", "Definitions", "Powers", "Venues", "Fees", "Authorizations", "Intellectual Property", "Costs", "Existence", "No Conflicts", "Use Of Proceeds", "Records", "Terms", "Counterparts", "Consent To Jurisdiction", "Vesting", "Death", "Books", "Cooperation", "Withholdings", "Waivers", "Litigations", "Construction", "Specific Performance", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Each Group Member has filed or caused to be filed all material Federal, state and other Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other material Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than (i) any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member, or (ii) to the extent that the failure to file or pay, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect); no Tax Lien has been filed, and, to the knowledge of the Parent Borrower, no claim is being asserted, with respect to any such Tax, fee or other charge.", "references": ["Applicable Laws", "Costs", "Specific Performance", "Payments", "Disability", "Jurisdictions", "Enforcements", "Capitalization", "Interests", "General", "Severability", "Sales", "Existence", "Effective Dates", "Employment", "Further Assurances", "Base Salary", "Sanctions", "Publicity", "Powers", "Indemnity", "Interpretations", "Definitions", "Records", "Governing Laws", "Forfeitures", "Assignments", "Indemnifications", "Positions", "Representations", "Taxes"], "gold": ["Taxes"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of: (i) 225,000,000 shares of Common Stock, $0.0001 par value per share, of which 61,763,406 shares are issued and outstanding; and (ii) 25,000,000 shares of preferred stock, $0.0001 par value per share, of which ZERO shares are issued and outstanding; Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company\u2019s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 20,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company\u2019s Certificate of Incorporation as in effect on the date hereof (\u201cCertificate of Incorporation\u201d), the Company\u2019s By-laws, as in effect on the date hereof (the \u201cBy-laws\u201d), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company\u2019s Chief Executive on behalf of the Company as of the Closing Date.", "references": ["Indemnity", "Disclosures", "Liens", "Cooperation", "Further Assurances", "Insurances", "Assigns", "Venues", "Participations", "Costs", "Applicable Laws", "Interpretations", "Modifications", "Publicity", "Change In Control", "Death", "Approvals", "Powers", "General", "Anti-Corruption Laws", "Notices", "Use Of Proceeds", "Governing Laws", "No Conflicts", "Books", "Titles", "Construction", "Arbitration", "Agreements", "Headings", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The term of employment under this Agreement shall commence as of the Effective Date and shall continue through April 30, 2013 (\"the Term\"), unless sooner terminated in accordance with this Agreement.", "references": ["Enforceability", "Expenses", "Authority", "Assignments", "Costs", "Indemnifications", "General", "Base Salary", "Indemnity", "Sanctions", "Confidentiality", "Transactions With Affiliates", "Publicity", "Consents", "Entire Agreements", "Headings", "Further Assurances", "Sales", "Books", "Binding Effects", "Severability", "Remedies", "Interpretations", "Compliance With Laws", "Taxes", "Effectiveness", "Applicable Laws", "Participations", "Venues", "Construction", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be delivered via facsimile or other form of electronic communication, which shall be deemed an original.", "references": ["Books", "Tax Withholdings", "Interests", "Withholdings", "Employment", "Enforcements", "Jurisdictions", "Survival", "Cooperation", "Defined Terms", "Amendments", "Assignments", "Entire Agreements", "Enforceability", "Records", "Warranties", "Forfeitures", "Costs", "Headings", "Successors", "Arbitration", "Base Salary", "Powers", "Binding Effects", "General", "Capitalization", "Closings", "Authority", "Erisa", "Further Assurances", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance of the Loan Documents (a)\u00a0have been duly authorized by all requisite corporate or other organizational and, if required, stockholder or member action, (b)\u00a0will not violate any provision of (i)\u00a0any applicable law, statute, rule or regulation or order of any Governmental Authority, (ii)\u00a0the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party or (iii)\u00a0any indenture, agreement or other instrument to which the Borrower or any of its Restricted Subsidiaries is a party or by which any of them or any of their property is bound, (c)\u00a0will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under any indenture, agreement or other instrument or (d)\u00a0result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any Restricted Subsidiary (other than Permitted Liens), except, with respect to clauses (b)(i) , (b)(iii) , (c) or (d) \u00a0above to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Books", "Headings", "Organizations", "Authority", "Terms", "Arbitration", "Indemnifications", "General", "Subsidiaries", "Venues", "Non-Disparagement", "Releases", "Enforcements", "Effectiveness", "Disclosures", "Remedies", "Forfeitures", "Assigns", "Use Of Proceeds", "Confidentiality", "Notices", "Taxes", "Assignments", "Fees", "Waiver Of Jury Trials", "Warranties", "Binding Effects", "Entire Agreements", "Construction", "Records", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The Loan Parties, the Administrative Agent and the Lenders shall have executed and delivered this Amendment to the Administrative Agent.", "references": ["Survival", "Publicity", "Sales", "No Defaults", "Withholdings", "Interests", "Tax Withholdings", "Qualifications", "Compliance With Laws", "Liens", "Construction", "Forfeitures", "Positions", "Miscellaneous", "Effective Dates", "Enforceability", "Books", "Vacations", "Releases", "Vesting", "Venues", "Litigations", "Governing Laws", "Integration", "Arbitration", "Further Assurances", "No Conflicts", "Modifications", "Counterparts", "Authorizations", "Amendments"], "gold": ["Amendments"]}
+{"input": "All amounts payable from time to time by the Guarantor hereunder shall bear interest at the Default Interest Rate.", "references": ["Qualifications", "Successors", "Disability", "Confidentiality", "Construction", "Enforceability", "Entire Agreements", "Interpretations", "Financial Statements", "Authorizations", "Subsidiaries", "Payments", "Records", "Employment", "Brokers", "Approvals", "Remedies", "No Conflicts", "Warranties", "Arbitration", "Severability", "Modifications", "Fees", "Terminations", "Further Assurances", "Authority", "Taxes", "Indemnity", "Capitalization", "Intellectual Property", "Interests"], "gold": ["Interests"]}
+{"input": "EACH OF THE BORROWERS AND LENDER HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LOAN AGREEMENT, ANY OF THE LOAN DOCUMENTS, OR ANY DEALINGS BETWEEN ANY BORROWER PARTY AND LENDER RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. EACH OF THE BORROWER PARTIES AND LENDER ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF IT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE BORROWERS AND LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS LOAN AGREEMENT, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS LOAN AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THE FUTURE. EACH OF THE BORROWERS AND LENDER FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LOAN AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENT RELATING TO THE LOAN. IN THE EVENT OF LITIGATION, THIS LOAN AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.", "references": ["Duties", "Approvals", "Benefits", "Construction", "Assignments", "Terminations", "Solvency", "Costs", "No Conflicts", "Payments", "Effectiveness", "Participations", "Waivers", "Severability", "Successors", "Taxes", "Consent To Jurisdiction", "Vacations", "Warranties", "Anti-Corruption Laws", "Defined Terms", "Forfeitures", "Indemnity", "Sanctions", "Liens", "Cooperation", "Specific Performance", "Records", "Powers", "Binding Effects", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "If any clause, term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement and the application of such clause, term or provision to persons or circumstances other than those to which it is invalid and unenforceable, shall not be affected thereby, and each clause, term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. If any court of competent jurisdiction refuses to enforce any clause, term, or provision of this Agreement as written, the other clauses, terms, and provisions shall stand, and the court shall modify the clause, term, or provision at issue to the minimum extent necessary to make it enforceable under applicable law, and shall enforce it as so modified.", "references": ["Terms", "Interests", "Sales", "Use Of Proceeds", "Binding Effects", "Disability", "Integration", "Financial Statements", "Anti-Corruption Laws", "Specific Performance", "Agreements", "Change In Control", "Notices", "Benefits", "Employment", "Construction", "Interpretations", "Existence", "Amendments", "Tax Withholdings", "Participations", "Consent To Jurisdiction", "Organizations", "Compliance With Laws", "Survival", "Duties", "Non-Disparagement", "Miscellaneous", "Litigations", "Defined Terms", "Severability"], "gold": ["Severability"]}
+{"input": "The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed, unless such calculation would result in a usurious rate, in which case interest shall be computed on the basis of a 365/366-day year, as the case may be, actual days elapsed) at the lesser of (a) a fluctuating rate per annum determined by Bank to be two percent (2.0%) above Daily One Month LIBOR in effect from time to time, or (b) the Maximum Rate. Bank is hereby authorized to note the date and interest rate applicable to this Note and any payments made thereon on Bank\u2019s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.", "references": ["Venues", "Defined Terms", "Vesting", "Existence", "Approvals", "Vacations", "Litigations", "Costs", "Base Salary", "Subsidiaries", "Capitalization", "Authorizations", "Authority", "Counterparts", "Change In Control", "Jurisdictions", "Books", "Enforcements", "Indemnity", "Entire Agreements", "Amendments", "Terminations", "Sanctions", "Construction", "Payments", "Solvency", "Remedies", "Tax Withholdings", "Applicable Laws", "Binding Effects", "Interests"], "gold": ["Interests"]}
+{"input": "Each of the Parent and the Borrower shall, and shall cause each Subsidiary, at their own cost and expense, to promptly and duly take, execute, acknowledge and deliver (or cause to be duly taken, executed, acknowledged and delivered) all such further acts, documents and assurances as may from time to time be necessary or as the Agent may from time to time in the Agent\u2019s Discretion require in order to (a) carry out the intent and purposes of the Loan Documents and the transactions contemplated thereby, (b) establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of the Agent, for the benefit of Agent and each other Secured Person, in all real and personal property (wherever located) from time to time owned by the Loan Parties and in all Capital Stock from time to time issued by the Borrower and each Subsidiary, and (c) cause the Parent and each Subsidiary to guarantee all of the Obligations, all pursuant to documentation that is in form and substance satisfactory to the Agent in the Agent\u2019s Discretion.", "references": ["Survival", "Jurisdictions", "Disclosures", "No Defaults", "Expenses", "Benefits", "Insurances", "Transactions With Affiliates", "Headings", "Defined Terms", "No Waivers", "Integration", "Withholdings", "Venues", "Authority", "Solvency", "Confidentiality", "Terms", "Closings", "Miscellaneous", "Financial Statements", "Interpretations", "Publicity", "Representations", "Modifications", "Arbitration", "Brokers", "Consents", "Terminations", "Death", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Agreement and the Notes, and the stock issuable upon conversion of the Notes, have been duly authorized by the Board of Directors and stockholders of the Company. The Company has obtained the necessary corporate approval for the authorization of any shares of Equity Securities (as defined in the Notes), and the Company has sufficient number of shares of Equity Securities authorized under the Company\u2019s Certificate of Incorporation to provide for the issuance of such shares upon conversion of the Notes. The Agreement and the Notes, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors\u2019 rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.", "references": ["Amendments", "Applicable Laws", "Vesting", "Severability", "Representations", "Releases", "Successors", "Indemnifications", "Consent To Jurisdiction", "Compliance With Laws", "Duties", "Agreements", "Intellectual Property", "Titles", "Tax Withholdings", "Waivers", "Effectiveness", "Use Of Proceeds", "Headings", "Specific Performance", "Construction", "Erisa", "Venues", "Disclosures", "General", "Terminations", "Benefits", "Insurances", "No Conflicts", "Binding Effects", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the Shares representing such Investor\u2019s Investment Amount, calculated as the quotient of such Investor\u2019s Investment Amount divided by the Per Share Purchase Price. The Closing shall take place at the offices of Mandelbaum Salsburg P.C. on the Closing Date or at such other location or time as the parties may agree.", "references": ["Organizations", "Authority", "Sales", "Amendments", "Disability", "Miscellaneous", "Headings", "Withholdings", "Construction", "Modifications", "Costs", "Duties", "No Waivers", "Integration", "Releases", "Insurances", "Enforceability", "Books", "Counterparts", "Vacations", "Effectiveness", "Cooperation", "Sanctions", "Tax Withholdings", "Liens", "Adjustments", "Assignments", "Intellectual Property", "No Conflicts", "Terms", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement constitutes the entire agreement between the parties and supersedes any and all prior communications, agreements and understandings, written or oral, between the Executive and the Company, its Affiliates or any of their predecessors, with respect to the terms and conditions of the Executive\u2019s employment, including without limitation, as of the Effective Date, the Employment Agreement by and between the Executive and the Principal Subsidiary, dated as of September\u00a02, 2008 (as amended from time to time, the \u201c Prior Agreement \u201d). Notwithstanding the foregoing, (i)\u00a0the Prior Agreement will continue in full force and effect until the Effective Date and (ii)\u00a0nothing contained in this Agreement will limit or supersede any prior effective assignment of intellectual property rights by the Executive to the Company or any of its Affiliates, under the Prior Agreement or otherwise. For the avoidance of doubt, the Executive hereby acknowledges and agrees that the termination of the Prior Agreement on the Effective Date will not constitute a termination of employment thereunder or entitle the Executive to any severance or other termination-related pay or benefits.", "references": ["Liens", "Interpretations", "Submission To Jurisdiction", "Solvency", "Counterparts", "Effective Dates", "Insurances", "Successors", "Authority", "Base Salary", "Transactions With Affiliates", "Approvals", "No Waivers", "Modifications", "Records", "Costs", "Representations", "Litigations", "Construction", "Payments", "Indemnity", "Vesting", "Disclosures", "Miscellaneous", "Binding Effects", "Existence", "Compliance With Laws", "Death", "Governing Laws", "Assigns", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other participant .", "references": ["Further Assurances", "Terminations", "Qualifications", "Death", "Entire Agreements", "Solvency", "No Waivers", "Erisa", "Fees", "Approvals", "Terms", "Interests", "Sanctions", "Amendments", "Effectiveness", "Definitions", "Expenses", "Vesting", "Survival", "Representations", "Submission To Jurisdiction", "Authority", "Releases", "Confidentiality", "Indemnifications", "Waiver Of Jury Trials", "Adjustments", "Agreements", "Anti-Corruption Laws", "Closings", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Amendment shall constitute a Loan Document under the Amended Credit Agreement.\u00a0 This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby.\u00a0 No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.\u00a0 Any determination that any provision of this Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Amendment.\u00a0 Each of the Borrower and the Parent Guarantor represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of the Administrative Agent or its counsel in entering into this Amendment.", "references": ["Transactions With Affiliates", "Successors", "Terms", "Capitalization", "Governing Laws", "Cooperation", "Withholdings", "Representations", "Waiver Of Jury Trials", "Sanctions", "Financial Statements", "Adjustments", "Use Of Proceeds", "Further Assurances", "Positions", "Qualifications", "General", "Vesting", "Consent To Jurisdiction", "Construction", "Definitions", "Vacations", "Effective Dates", "Assigns", "Consents", "Notices", "Existence", "No Waivers", "Confidentiality", "Forfeitures", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement may be executed in one or more counterparts, each one 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 or any document or instrument delivered in connection herewith by telefacsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.", "references": ["Benefits", "Titles", "Vesting", "Approvals", "Applicable Laws", "Waivers", "Construction", "Closings", "Enforcements", "Sanctions", "Employment", "Successors", "Interpretations", "Arbitration", "Indemnifications", "Headings", "Consents", "Non-Disparagement", "Qualifications", "Further Assurances", "Assignments", "Death", "Agreements", "Remedies", "Assigns", "Taxes", "Records", "Expenses", "Authority", "Governing Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company has made available to the Purchaser and the Agent all of the information reasonably available to the Company that the Purchaser and the Agent have requested for deciding whether to acquire the Series A Preferred Units. No representation or warranty of the Company contained in this Agreement, and no certificate or document furnished or to be furnished to the Purchaser and/or the Agent pursuant to or in connection with this Agreement or at any Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. There is no fact, event, condition, occurrence, development or circumstance which has had or could reasonably be expected to have a Material Adverse Effect.", "references": ["Releases", "Change In Control", "Applicable Laws", "Insurances", "Withholdings", "Tax Withholdings", "Forfeitures", "Intellectual Property", "Existence", "Approvals", "Transactions With Affiliates", "Integration", "Specific Performance", "Litigations", "Adjustments", "Interpretations", "Vacations", "Sanctions", "Subsidiaries", "Liens", "Capitalization", "Consent To Jurisdiction", "Participations", "No Waivers", "Entire Agreements", "Base Salary", "Modifications", "No Defaults", "Severability", "Further Assurances", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a)\u00a0a suitable and equitable provision negotiated in good faith by the parties hereto shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b)\u00a0the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not, subject to clause\u00a0(a) above, be affected by such invalidity or unenforceability, except as a result of such substitution, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.", "references": ["Costs", "Submission To Jurisdiction", "Interests", "Titles", "Qualifications", "Defined Terms", "Existence", "Interpretations", "Organizations", "Sales", "Terms", "Compliance With Laws", "Disability", "Cooperation", "Construction", "Waivers", "Terminations", "Amendments", "Duties", "Approvals", "Authority", "Governing Laws", "Use Of Proceeds", "Non-Disparagement", "Sanctions", "Vacations", "Change In Control", "Base Salary", "Taxes", "Remedies", "Severability"], "gold": ["Severability"]}
+{"input": "The Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase the Preferred Shares, free and clear of all pledges, liens, security interests or other encumbrances, at the Closing (as defined below). The closing of the purchase and sale of the Preferred Shares to be acquired by the Purchaser from the Company under this Agreement shall take place remotely via the exchange of documents and signatures (the \u201c Closing \u201d) at 10:00 a.m., Eastern Time (i) on or before February 15, 2018 (but in no event less than five days after the date of this Agreement), provided , that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such other date as the Purchaser and the Company may agree upon (the \u201c Closing Date \u201d). At the Closing, the Company will deliver the Preferred Shares to the Purchaser upon receipt by the Company of the entire Purchase Price from the Purchaser in cash, by wire transfer of immediately available funds to an account designated in writing by the Company to the Purchaser at least two business days prior to the Closing.", "references": ["Consents", "Financial Statements", "Successors", "Change In Control", "Remedies", "Specific Performance", "Jurisdictions", "Notices", "Integration", "Interests", "Releases", "Interpretations", "Severability", "Authorizations", "Construction", "Submission To Jurisdiction", "Confidentiality", "Assignments", "Brokers", "Withholdings", "Approvals", "Liens", "Fees", "Governing Laws", "Consent To Jurisdiction", "Records", "Duties", "Positions", "No Defaults", "Powers", "Closings"], "gold": ["Closings"]}
+{"input": "On the Closing Date, immediately before the Share Exchange Transaction, EPHS shall have authorized 2,420,000,000 shares of Common Stock, par value $0.001 per share, of which 58,625,892 shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid.", "references": ["Death", "Indemnity", "Releases", "Anti-Corruption Laws", "Modifications", "Duties", "Headings", "Organizations", "Authority", "Consent To Jurisdiction", "Qualifications", "Venues", "Withholdings", "Existence", "Publicity", "Financial Statements", "Survival", "No Waivers", "Participations", "Sanctions", "Disability", "Solvency", "Taxes", "Remedies", "Positions", "Erisa", "Cooperation", "Definitions", "Entire Agreements", "Interpretations", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a)\u00a0all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling, (b)\u00a0all other normal employee deductions made with respect to Company\u2019s employees generally, and (c)\u00a0any advances made to Executive and owed to Company.", "references": ["Indemnity", "Further Assurances", "Enforceability", "Representations", "Warranties", "Adjustments", "Titles", "Employment", "Compliance With Laws", "Closings", "Successors", "Terms", "Notices", "Governing Laws", "Enforcements", "Confidentiality", "Headings", "Taxes", "No Defaults", "Positions", "Severability", "Publicity", "Base Salary", "Vesting", "Subsidiaries", "Waiver Of Jury Trials", "Entire Agreements", "Agreements", "Books", "Records", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of the Financial Accounting Standards Board Accounting Standards Codification Topic No. 715-30) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000,000 the fair market value of the assets of all such underfunded Plans.", "references": ["Enforceability", "Miscellaneous", "Organizations", "Authority", "Definitions", "Interests", "Venues", "Forfeitures", "Duties", "Fees", "Jurisdictions", "Applicable Laws", "Transactions With Affiliates", "Representations", "Tax Withholdings", "Assigns", "Capitalization", "No Defaults", "Litigations", "Vacations", "Survival", "Publicity", "Brokers", "Governing Laws", "Use Of Proceeds", "Severability", "Defined Terms", "Releases", "Sales", "Expenses", "Erisa"], "gold": ["Erisa"]}
+{"input": "The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not: (i) violate any judgment, order, injunction, or decree to which Seller or the Property is subject, or (ii)\u00a0conflict with, result in a breach of, or constitute a default under the organizational documents of Seller or any lease, mortgage, deed of trust, loan agreement, covenant, or other agreement or instrument to which Seller is a party or by which Seller or the Property may be bound.", "references": ["Records", "Compliance With Laws", "Representations", "Publicity", "Binding Effects", "Specific Performance", "Agreements", "Miscellaneous", "Amendments", "Headings", "Applicable Laws", "Interpretations", "Positions", "Insurances", "Expenses", "Benefits", "Entire Agreements", "Titles", "Participations", "Death", "Vacations", "No Defaults", "Integration", "Brokers", "Capitalization", "Enforcements", "Forfeitures", "Warranties", "Terms", "Effective Dates", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "If a Participant incurs a Separation from Service by reason of a Qualifying Termination, and the Participant (or the Participant\u2019s executor or other legal representative in the case of the Participant\u2019s death or disability following such termination) executes an agreement regarding the clawback and restrictive covenants described in Section 3 and a general release in a form acceptable to the Company in its sole discretion (the \u201cRelease\u201d) within forty-five (45) days (or such shorter period included in the Release) following the Participant\u2019s receipt of the Release and does not revoke the Release, the Company shall provide to the Participant, as compensation for services rendered to the Company and its Affiliates, and in consideration of the Release, a severance benefit (the \u201cSeverance Benefit\u201d) equal to the excess, if any, of (i) the Participant\u2019s Severance Base Salary Amount, less (ii) any severance or similar benefit payable in cash to, or on behalf of, the Participant in connection with the Participant\u2019s Separation from Service pursuant to law, contract or other arrangement (including any other severance plan, policy or arrangement maintained by the Company or its Affiliates, and including enhanced or additional severance benefits payable under any other plan, including a retirement or bonus plan), all as determined by the Plan Administrator (\u201cOther Severance Benefits\u201d). For the avoidance of doubt, if the Plan Administrator determines that the value of the Participant\u2019s Other Severance Benefits is equal to or greater than the amount described in clause (i) of the immediately preceding sentence, then the Participant will not be entitled to any Severance Benefit under the Plan. Subject to Sections 6 and 19, the Severance Benefit, if any, will be paid in a lump sum less than seventy-five (75) days after the Termination Date.", "references": ["Venues", "Waiver Of Jury Trials", "Remedies", "Sales", "Assigns", "General", "Insurances", "Cooperation", "Terminations", "Counterparts", "Base Salary", "Death", "Successors", "Indemnity", "Vacations", "Governing Laws", "Modifications", "No Defaults", "Non-Disparagement", "Publicity", "Binding Effects", "Duties", "Solvency", "Definitions", "Disclosures", "Disability", "Releases", "Fees", "Brokers", "Specific Performance", "Payments"], "gold": ["Payments"]}
+{"input": "In the event that either party to this Agreement institutes litigation against the other party to enforce his or its respective rights under this Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation. As a material part of the consideration for this Agreement, BOTH PARTIES HERETO WAIVE ANY RIGHT TO A TRIAL BY A JURY in the event of any litigation arising from this Agreement.", "references": ["Base Salary", "Binding Effects", "Cooperation", "Assigns", "Approvals", "Anti-Corruption Laws", "Vesting", "Modifications", "Headings", "Definitions", "Solvency", "Interpretations", "Taxes", "Specific Performance", "No Waivers", "Construction", "Counterparts", "Payments", "Terminations", "Change In Control", "Erisa", "Arbitration", "Compliance With Laws", "Non-Disparagement", "Duties", "Use Of Proceeds", "Enforcements", "Waivers", "Brokers", "Integration", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement shall be effective and enforceable as of the date it is executed by Executive (the \u201c Effective Date \u201d).", "references": ["Terminations", "Use Of Proceeds", "Arbitration", "Powers", "Disclosures", "Entire Agreements", "Erisa", "Enforceability", "Venues", "Expenses", "Interpretations", "Change In Control", "Consents", "Authorizations", "Survival", "Fees", "Amendments", "Binding Effects", "Qualifications", "Death", "No Conflicts", "No Defaults", "Approvals", "Vacations", "Publicity", "Indemnifications", "Interests", "Effectiveness", "Waivers", "Further Assurances", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The Borrowers will pay on demand, all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of each Agent (and, in the case of clauses (b) through (k) below (except, in the case of clause (k), with respect to clause (a)), each Lender, including, without limitation, reasonable and documented out-of-pocket fees, costs, client charges and expenses of one outside counsel for each Agent ( and, in the case of clauses (b) through (k) below (except, in the case of clause (k), with respect to clause (a)), each Lender), accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Loans, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: ( a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b)\u00a0any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c)\u00a0the preservation and protection of the Agents' or any of the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents' or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e)\u00a0the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f)\u00a0the filing of any petition, complaint, answer, motion or other pleading by any Agent or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g)\u00a0the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h)\u00a0any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i)\u00a0any attempt to collect from any Loan Party, (j) (m)\u00a0the rating of the Loans by one or more rating agencies in connection with any Lender's Securitization, (k) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Loan Document: (x)\u00a0the Borrowers agree to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents and (y)\u00a0if the Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrowing Agent. The obligations of the Borrowers under this Section 12.04 shall survive the repayment of the Obligations and discharge of any Liens granted under the Loan Documents.", "references": ["Definitions", "Submission To Jurisdiction", "Approvals", "Integration", "Venues", "Non-Disparagement", "Governing Laws", "Withholdings", "Interests", "Binding Effects", "Severability", "Representations", "Survival", "Brokers", "Specific Performance", "Indemnity", "Sanctions", "General", "Payments", "Consent To Jurisdiction", "Releases", "Arbitration", "Titles", "Disclosures", "Anti-Corruption Laws", "Assigns", "Amendments", "Taxes", "Notices", "Existence", "Expenses"], "gold": ["Expenses"]}
+{"input": "Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, will not in any way be affected or impaired thereby.", "references": ["Subsidiaries", "Enforceability", "Organizations", "Expenses", "Sanctions", "Survival", "Powers", "Agreements", "No Conflicts", "Applicable Laws", "Terms", "Litigations", "Headings", "Insurances", "Representations", "Existence", "Tax Withholdings", "Vesting", "Confidentiality", "Fees", "Integration", "Venues", "Forfeitures", "Authority", "Duties", "Taxes", "Enforcements", "Financial Statements", "Closings", "Adjustments", "Severability"], "gold": ["Severability"]}
+{"input": "Subject to the provisions of Section\u00a06.01(b) below, Lessee shall pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, all taxes and assessments of every type or nature assessed against or imposed upon the Properties, Lessee or Lessor during the Lease Term related to or arising out of this Lease and the activities of the parties hereunder, including without limitation, (i)\u00a0all taxes or assessments upon the Properties or any part thereof and upon any personal property, trade fixtures and improvements located on the Properties, whether belonging to Lessor or Lessee, or any tax or charge levied in lieu of such taxes and assessments; (ii)\u00a0all taxes, charges, license fees and or similar fees imposed by reason of the use of the Properties by Lessee; (iii)\u00a0all excise, franchise, transaction, privilege, license, sales, use and other taxes upon the Rental or other Monetary Obligations hereunder, the leasehold estate of either party or the activities of either party pursuant to this Lease; and (iv)\u00a0all franchise, privilege or similar taxes of Lessor calculated on the value of the Properties or on the amount of capital apportioned to the Properties.\u00a0\u00a0Notwithstanding anything in clauses\u00a0(i) through (iv) to the contrary, Lessee shall not be obligated to pay or reimburse Lessor for any taxes based on the net income of Lessor and/or any stamp or transfer taxes related to any change in ownership of the Properties or any change in ownership of the Lessor.", "references": ["Brokers", "Existence", "Authorizations", "Duties", "Consent To Jurisdiction", "Taxes", "Severability", "Notices", "Sanctions", "Non-Disparagement", "Indemnifications", "Withholdings", "Adjustments", "Agreements", "Enforceability", "Counterparts", "Further Assurances", "Use Of Proceeds", "Cooperation", "Headings", "Assignments", "Arbitration", "Erisa", "Qualifications", "Benefits", "Sales", "Intellectual Property", "Interpretations", "Integration", "Base Salary", "Payments"], "gold": ["Payments"]}
+{"input": "Automatically effective upon Executive\u2019s death.", "references": ["Interests", "Miscellaneous", "Cooperation", "Change In Control", "Submission To Jurisdiction", "Headings", "Entire Agreements", "Venues", "Effectiveness", "Further Assurances", "Compliance With Laws", "Consents", "Assigns", "Enforcements", "Warranties", "Effective Dates", "Intellectual Property", "Subsidiaries", "Survival", "Publicity", "Titles", "Consent To Jurisdiction", "Confidentiality", "No Conflicts", "No Waivers", "Sanctions", "Jurisdictions", "Construction", "Liens", "Modifications", "Death"], "gold": ["Death"]}
+{"input": "The Committee is authorized, in its sole discretion, to adjust or modify a Performance Goal, including the calculation of a Performance Goal for a Performance Period during the Performance Period as it deems desirable and appropriate.", "references": ["Assigns", "Fees", "Effectiveness", "Death", "Confidentiality", "Waivers", "Jurisdictions", "Further Assurances", "Assignments", "Insurances", "No Defaults", "Sales", "Successors", "Powers", "Erisa", "Positions", "Taxes", "Enforcements", "Counterparts", "Cooperation", "Interpretations", "Litigations", "Existence", "Warranties", "Specific Performance", "Construction", "Withholdings", "Interests", "No Conflicts", "Venues", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "This Agreement shall be governed by the laws of the State of Arizona, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Arizona.", "references": ["Organizations", "Books", "Survival", "Warranties", "Construction", "Severability", "Solvency", "Interests", "Brokers", "Duties", "Arbitration", "Financial Statements", "Non-Disparagement", "Effective Dates", "Successors", "Representations", "Jurisdictions", "Vacations", "Tax Withholdings", "Binding Effects", "Remedies", "Subsidiaries", "Terms", "Use Of Proceeds", "Costs", "General", "Confidentiality", "Transactions With Affiliates", "Authority", "Approvals", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Lease shall be binding upon and inure to the benefit of all administrators, executors, personal representatives, heirs, successors and permitted assigns, including all permitted sublessees, of the parties hereto.", "references": ["Approvals", "Effectiveness", "Specific Performance", "Organizations", "Brokers", "Insurances", "Terminations", "Litigations", "Powers", "Miscellaneous", "Counterparts", "Waiver Of Jury Trials", "Liens", "Base Salary", "Notices", "Arbitration", "Headings", "Existence", "Use Of Proceeds", "Interests", "Subsidiaries", "Positions", "Defined Terms", "Benefits", "Modifications", "Expenses", "Disclosures", "Confidentiality", "General", "Interpretations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Except as set forth in the SEC Reports, there is not pending or, to the knowledge of the Company, threatened or contemplated, any action, suit or Proceeding to which the Company is a party or of which any property or assets of the Company is the subject before or by any court or governmental agency, authority or body, or any arbitrator, which, individually or in the aggregate, could reasonably be expected to result in any Material Adverse Effect. There are no current or pending legal, governmental or regulatory actions, suits or Proceedings that are required to be described in the SEC Reports that have not been so described.", "references": ["Payments", "Intellectual Property", "Indemnity", "Titles", "Non-Disparagement", "Subsidiaries", "Effective Dates", "Assignments", "Brokers", "Insurances", "Death", "Authorizations", "Existence", "Releases", "Miscellaneous", "Headings", "Erisa", "Tax Withholdings", "General", "Definitions", "Arbitration", "Qualifications", "Participations", "Approvals", "Interests", "Transactions With Affiliates", "Solvency", "Remedies", "Compliance With Laws", "Consent To Jurisdiction", "Litigations"], "gold": ["Litigations"]}
+{"input": "Unless the context otherwise requires, the following terms (in their singular or plural) as used in this Agreement will have the meanings set forth below in this Section \u00a01.01 . All capitalized terms herein not defined will have the meaning set forth in the Shareholders Agreements (and to the extent there is any discrepancy between the Shareholders Agreements with respect to the meaning of such term, the definition in the Shareholders Agreement applicable to the Licensee in question will prevail).", "references": ["Successors", "Amendments", "Vesting", "Forfeitures", "Applicable Laws", "Consent To Jurisdiction", "Effectiveness", "Qualifications", "Agreements", "Interests", "Further Assurances", "Survival", "Taxes", "Non-Disparagement", "Headings", "Fees", "No Defaults", "Intellectual Property", "Integration", "Terminations", "Erisa", "General", "Duties", "Records", "Change In Control", "Books", "Interpretations", "Arbitration", "Defined Terms", "Remedies", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Bank has been duly organized and is validly existing as a limited purpose national banking association under the laws of the United States and has the power to conduct its business and affairs as a trustee.", "references": ["Existence", "Severability", "Interests", "Indemnifications", "Employment", "Authority", "Applicable Laws", "Successors", "Brokers", "Miscellaneous", "Disability", "Enforceability", "Defined Terms", "Base Salary", "Publicity", "Agreements", "Approvals", "Closings", "Intellectual Property", "Integration", "Disclosures", "Consents", "Waivers", "Sanctions", "Construction", "Enforcements", "Arbitration", "Confidentiality", "Adjustments", "Specific Performance", "Organizations"], "gold": ["Organizations"]}
+{"input": "As provided in Section 2(d) , Schedules 5 through 9 attached hereto set forth a complete and accurate list of: (i) all of the U.S. patents, patent applications, trademark registrations, trademark applications and copyright registrations filed or registered in, as applicable, the United States Patent and Trademark Office or the United States Copyright Office that are owned by each Grantor as of the date hereof, (ii) all of the material domain names owned by each Grantor as of the date hereof, and (iii) all of the material Foreign Intellectual Property owned by each Grantor as of the date hereof.", "references": ["Agreements", "Representations", "Non-Disparagement", "Venues", "Organizations", "Headings", "Specific Performance", "Entire Agreements", "Transactions With Affiliates", "Notices", "Construction", "Base Salary", "Defined Terms", "Compliance With Laws", "Brokers", "Solvency", "Miscellaneous", "Capitalization", "Indemnity", "Successors", "Governing Laws", "Titles", "Enforcements", "Adjustments", "No Waivers", "Fees", "Waiver Of Jury Trials", "Further Assurances", "Use Of Proceeds", "Liens", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of this Agreement.", "references": ["Specific Performance", "Employment", "Records", "Enforceability", "No Waivers", "Authority", "Miscellaneous", "Headings", "Withholdings", "Agreements", "No Defaults", "Jurisdictions", "Non-Disparagement", "Indemnifications", "Integration", "Use Of Proceeds", "Subsidiaries", "Benefits", "Representations", "Vacations", "Terms", "Expenses", "Capitalization", "Assignments", "Tax Withholdings", "Intellectual Property", "Sales", "Brokers", "Disability", "Assigns", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Seller hereby irrevocably designates and appoints Seller Agent as the agent of such Seller under this Framework Agreement and each of the other Transaction Agreements, and each Seller irrevocably authorizes Seller Agent, in such capacity, to take such action on its behalf under the provisions of this Framework Agreement and the other Transaction Agreements and to exercise such powers and perform such duties as are expressly delegated to Seller Agent by the terms of this Framework Agreement and the other Transaction Agreements (including the power to execute and deliver Confirmations on behalf of each Seller in accordance with Article 4 of this Framework Agreement and the applicable Master Repurchase Agreements), together with such other powers as are reasonably incidental thereto to the extent permitted by Applicable Law. Each Seller hereby further authorizes Seller Agent to consent to amendments to this Framework Agreement. Without limiting the generality of the foregoing, Seller Agent shall be responsible for maintaining and the delivering Transaction Notices, Information Packages, Purchase Reports, and for the receipt and distribution of Funded Purchase Price to each of the Sellers. Seller Agent hereby agrees that it will promptly deliver to each Seller copies of each Confirmation and any notices or written information received by Seller Agent from Buyer Agent or any Buyer in connection with any Transaction Agreement. Notwithstanding any provision to the contrary elsewhere in this Framework Agreement, Seller Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Seller, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Framework Agreement or otherwise exist against the Seller Agent.", "references": ["Fees", "Further Assurances", "Arbitration", "Payments", "No Defaults", "Books", "Solvency", "Remedies", "Base Salary", "Change In Control", "Insurances", "General", "Anti-Corruption Laws", "Interpretations", "Miscellaneous", "Subsidiaries", "Counterparts", "Venues", "Titles", "Assignments", "Withholdings", "Severability", "Death", "Consents", "Qualifications", "Interests", "Notices", "Closings", "Jurisdictions", "Enforceability", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Borrower will reasonably cooperate with Lender, prospective Investors, and the Rating Agencies (at no cost, potential liability or expense) in furnishing such information and providing such other assistance, estoppel certificates, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose to prospective Investors and the Rating Agencies originals or copies of the Loan Documents, the Guaranty, if any, the Environmental Indemnity, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Lender\u2019s possession or which Lender is entitled to receive under the Loan Documents, the Guaranty, if any, and the Environmental Indemnity with respect to the Loan, Borrower, any Liable Party or the Property. Borrower shall also furnish to prospective Investors or the Rating Agencies any and all information concerning the Property, the Leases, the financial condition of Borrower or any Liable Party as may be requested by Lender, any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest so long as such information delivered does not cause Borrower or Liable Party to incur any liability, potential liability or any costs or expense. Lender shall reimburse Borrower for Borrower\u2019s reasonable and verified third-party attorneys' fees related to Borrower\u2019s cooperation under this Section 10.3.", "references": ["Adjustments", "Existence", "Litigations", "Notices", "Vacations", "Integration", "Anti-Corruption Laws", "Confidentiality", "Payments", "Closings", "Waivers", "Authority", "Terms", "Venues", "Successors", "Consents", "Costs", "Solvency", "Publicity", "Organizations", "Applicable Laws", "Positions", "Taxes", "Indemnifications", "Enforcements", "Withholdings", "Records", "Arbitration", "Forfeitures", "Amendments", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "All notices, requests, demands and other communications required or permitted to be given hereunder will be sufficiently given if in writing and delivered in person or sent by United States certified mail, return receipt requested, postage prepaid, to the party being given such notice at the appropriate address set forth in the first paragraph of this Agreement, or to such other address as either party may give to the other in writing for such purpose. All such notices, requests, demands and other communications, if so mailed, will be deemed to be given when so mailed. A copy of all notices to Borrower shall be sent to (i) Guarantor at 6410 Poplar Avenue, Suite 650, Memphis, Tennessee 38119 and to (ii) Borrower\u2019s counsel at Morrison & Foerster LLP, 250 West 55 th Street, New York, New York 10019, Attention: Jeffrey J. Temple, Esq.", "references": ["Venues", "Defined Terms", "Arbitration", "Interests", "Expenses", "Publicity", "Waivers", "Titles", "Powers", "Waiver Of Jury Trials", "Effectiveness", "Jurisdictions", "General", "Binding Effects", "Remedies", "Agreements", "Authority", "Disclosures", "Confidentiality", "Brokers", "Successors", "Subsidiaries", "Modifications", "Positions", "Enforcements", "Solvency", "Survival", "Compliance With Laws", "No Defaults", "No Conflicts", "Notices"], "gold": ["Notices"]}
+{"input": "The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.", "references": ["Terminations", "Base Salary", "Vesting", "Non-Disparagement", "Miscellaneous", "Insurances", "Use Of Proceeds", "Successors", "Authority", "Compliance With Laws", "Definitions", "Consent To Jurisdiction", "Benefits", "Books", "Amendments", "Expenses", "Participations", "Closings", "Assigns", "Specific Performance", "Cooperation", "Authorizations", "Venues", "Liens", "Payments", "Sales", "Employment", "Integration", "Change In Control", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "Terms used in this Amendment that are capitalized but not defined shall have the meanings given to such terms in the Credit Agreement. This Amendment amends the Existing Credit Agreement, as in effect on the date hereof.", "references": ["Construction", "Authorizations", "Effectiveness", "Transactions With Affiliates", "Sanctions", "Enforceability", "Vacations", "Severability", "Integration", "Capitalization", "Intellectual Property", "No Conflicts", "Positions", "Indemnity", "Specific Performance", "Releases", "Benefits", "Terms", "General", "Binding Effects", "Counterparts", "Insurances", "Closings", "Consent To Jurisdiction", "Submission To Jurisdiction", "Payments", "Duties", "Arbitration", "Representations", "Jurisdictions", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Borrower shall, and shall cause each Credit Party to, promptly execute any further instruments and take further action as Agent reasonably requests to perfect or better perfect or continue Agent\u2019s Lien in the Collateral or to effect the purposes of this Agreement or any other Financing Document.", "references": ["Closings", "Anti-Corruption Laws", "Indemnity", "Vacations", "Applicable Laws", "Enforceability", "Authority", "Participations", "Defined Terms", "Interpretations", "Interests", "Death", "Tax Withholdings", "Construction", "Remedies", "Costs", "No Defaults", "Cooperation", "Fees", "Liens", "Consents", "Forfeitures", "Waivers", "Use Of Proceeds", "Jurisdictions", "Subsidiaries", "Survival", "Brokers", "Severability", "Books", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. The word \u201cor\u201d as used herein is not exclusive and is deemed to have the meaning \u201cand/or.\u201d The words \u201cherein\u201d, \u201chereof\u201d, \u201chereunder\u201d and other compounds of the word \u201chere\u201d shall refer to the entire Agreement (including all Exhibits) and not to any particular provision hereof. The use herein of the word \u201cincluding\u201d following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as \u201cwithout limitation\u201d, \u201cbut not limited to\u201d, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.", "references": ["Disclosures", "Severability", "Amendments", "Definitions", "Headings", "Forfeitures", "Binding Effects", "Death", "Assigns", "Authority", "Construction", "Waiver Of Jury Trials", "Liens", "Releases", "Effectiveness", "Interests", "Powers", "Representations", "Defined Terms", "Enforceability", "Tax Withholdings", "Existence", "No Waivers", "Expenses", "Warranties", "Intellectual Property", "Capitalization", "Compliance With Laws", "Taxes", "Vesting", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Committed Lenders, the Lead Arrangers, the Agents and the Lenders, respectively, shall have received all fees related to the Transactions payable to them to the extent due (which may be offset against the proceeds of the Facilities).", "references": ["Tax Withholdings", "No Waivers", "Definitions", "Counterparts", "Survival", "Use Of Proceeds", "Intellectual Property", "Adjustments", "Costs", "Waivers", "Modifications", "Arbitration", "Entire Agreements", "Publicity", "Vacations", "No Conflicts", "Enforcements", "Assignments", "Liens", "Indemnity", "Authorizations", "Agreements", "Erisa", "Successors", "Disclosures", "Specific Performance", "Representations", "Construction", "Subsidiaries", "Employment", "Fees"], "gold": ["Fees"]}
+{"input": "On the Effective Date, Borrowers shall apply the aggregate proceeds of the Revolving Credit Loans to prepay in full the principal amount of all Purchased Revolving Loans held by the Assigning Lenders immediately prior to the effectiveness of that certain Master Assignment Agreement executed by each of the Assigning Lenders, as assignors, and MCF, as assignee (the \u201c Master Assignment Agreement \u201d).\u00a0\u00a0The repayment of Purchased Revolving Loans with the proceeds of the New Revolving Loans contemplated hereby collectively constitute an optional partial prepayment of the Revolving Credit Facility (as defined in the Credit Agreement) by the Borrowers pursuant to Section\u00a02.7(ii) of the Credit Agreement and shall be subject to the provisions of Section\u00a02.7(ii) of the Credit Agreement; provided that, for the avoidance of doubt, no premium or penalty shall be due with respect to such payment or termination of the Revolving Credit Commitment.", "references": ["Effectiveness", "Withholdings", "Authorizations", "Existence", "Assignments", "Employment", "Anti-Corruption Laws", "Sales", "Specific Performance", "Qualifications", "Integration", "Payments", "Participations", "Remedies", "Binding Effects", "Notices", "Cooperation", "Expenses", "Positions", "Brokers", "Adjustments", "Waiver Of Jury Trials", "Terminations", "Benefits", "Taxes", "Titles", "Warranties", "Records", "Amendments", "No Conflicts", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. The exchange of copies of this Agreement and of signature pages by e-mail shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes.", "references": ["Capitalization", "Sanctions", "Disability", "Interests", "Fees", "Death", "Releases", "Duties", "Construction", "Authorizations", "Terms", "Representations", "Waiver Of Jury Trials", "Approvals", "Powers", "Solvency", "Cooperation", "Defined Terms", "No Defaults", "Effectiveness", "Integration", "Base Salary", "Binding Effects", "Liens", "Books", "Forfeitures", "Non-Disparagement", "Existence", "Organizations", "Enforceability", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the terms of this Agreement, will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, give rise to any right of termination or other right or the cancellation or acceleration of any right or obligation or loss of a benefit under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) of the Company or any of its Subsidiaries or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets.", "references": ["Sales", "Confidentiality", "Non-Disparagement", "Interpretations", "Survival", "Subsidiaries", "Assigns", "Agreements", "Closings", "Liens", "Litigations", "Use Of Proceeds", "Payments", "Modifications", "General", "Books", "Fees", "Headings", "Remedies", "Vacations", "Effectiveness", "Publicity", "Costs", "Indemnity", "Specific Performance", "Binding Effects", "Representations", "Terminations", "Vesting", "Employment", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The representations and warranties of the Seller Parties and BORQS contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.", "references": ["Change In Control", "Liens", "Withholdings", "Titles", "Agreements", "Duties", "Consent To Jurisdiction", "Insurances", "Closings", "Modifications", "Disability", "Venues", "Headings", "Base Salary", "Authorizations", "Existence", "Financial Statements", "Confidentiality", "Assigns", "Sanctions", "Terms", "Powers", "Taxes", "Waivers", "Non-Disparagement", "Warranties", "Waiver Of Jury Trials", "Assignments", "Counterparts", "Effective Dates", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings among the parties hereto with respect to the subject matter hereof, other than the Exchange Agreement and the Merger Agreement. No addition to or modification of any provision of this Agreement shall be binding upon either party hereto unless made in writing in accordance with Section \u00a015 and signed by both parties.", "references": ["Change In Control", "Submission To Jurisdiction", "No Defaults", "Definitions", "Sanctions", "Successors", "Duties", "Base Salary", "Warranties", "Adjustments", "Qualifications", "Interests", "Arbitration", "Expenses", "Integration", "Assignments", "Disability", "Vesting", "Severability", "Cooperation", "Forfeitures", "Construction", "Liens", "Financial Statements", "Releases", "Positions", "Transactions With Affiliates", "Anti-Corruption Laws", "Assigns", "Further Assurances", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subject matter of this Agreement, and supersedes all prior agreements with respect to the subject matter of this Agreement.", "references": ["Anti-Corruption Laws", "Amendments", "Effectiveness", "Qualifications", "Organizations", "Employment", "Existence", "Interests", "Solvency", "Waiver Of Jury Trials", "Indemnifications", "Records", "Positions", "Vesting", "Expenses", "Brokers", "Authorizations", "Definitions", "Disability", "Subsidiaries", "Financial Statements", "No Conflicts", "Warranties", "Publicity", "Withholdings", "Erisa", "Books", "Authority", "Use Of Proceeds", "Confidentiality", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Purchaser understands that the Company may issue additional securities after the date hereof; provided , however , that the Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares or that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of the exchange on which the Shares are listed such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.", "references": ["Books", "Insurances", "Waivers", "Applicable Laws", "Disclosures", "Solvency", "Enforceability", "Intellectual Property", "Financial Statements", "Existence", "Anti-Corruption Laws", "Expenses", "Qualifications", "Employment", "Waiver Of Jury Trials", "Erisa", "No Waivers", "Successors", "Interests", "Miscellaneous", "Litigations", "Publicity", "Organizations", "Closings", "Effectiveness", "Titles", "Positions", "Terms", "Cooperation", "Submission To Jurisdiction", "Integration"], "gold": ["Integration"]}
+{"input": "The Seller is a limited liability company validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified or licensed to do business in each other jurisdiction where the actions to be performed by it under this Agreement and the other Seller Documents make such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the Seller\u2019s ability to perform its obligations under this Agreement and the other Seller Documents. The Seller has all the requisite limited liability company power and authority to conduct its business with respect to the ownership of the Company Interests and the Projects and to own the Company Interests and the Projects.", "references": ["Successors", "Intellectual Property", "Liens", "Notices", "Assignments", "Headings", "Transactions With Affiliates", "Submission To Jurisdiction", "Authority", "Payments", "Remedies", "Vesting", "Modifications", "Jurisdictions", "Terminations", "Expenses", "Capitalization", "Consent To Jurisdiction", "Cooperation", "Solvency", "Compliance With Laws", "Closings", "Interests", "Warranties", "Taxes", "Positions", "No Conflicts", "Further Assurances", "Specific Performance", "Withholdings", "Powers"], "gold": ["Powers"]}
+{"input": "The validity, interpretation, construction, performance and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflicts of law rules.", "references": ["Interpretations", "Base Salary", "Disclosures", "Sales", "Warranties", "Solvency", "No Defaults", "Agreements", "Positions", "Effective Dates", "Expenses", "Brokers", "General", "Enforceability", "Litigations", "No Waivers", "Construction", "Consent To Jurisdiction", "Modifications", "Representations", "No Conflicts", "Vesting", "Forfeitures", "Severability", "Adjustments", "Submission To Jurisdiction", "Applicable Laws", "Indemnity", "Taxes", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company shall pay to Executive an annual base salary of Five Hundred Fifty Thousand Dollars ($550,000) (prorated for partial monthly and annual periods), less deductions and withholdings, which base salary shall be paid in accordance with the Company\u2019s normal payroll policies and procedures (the \u201c Base Salary \u201d). The Board or the Compensation Committee of the Board (the \u201c Committee \u201d) shall conduct annual performance reviews of Executive for merit increases and may, in its sole discretion, increase Executive\u2019s Base Salary from time to time.", "references": ["Liens", "Remedies", "Consent To Jurisdiction", "Assigns", "Submission To Jurisdiction", "Counterparts", "Enforcements", "Tax Withholdings", "Defined Terms", "Disclosures", "Existence", "Benefits", "Duties", "Survival", "Notices", "No Defaults", "Costs", "Vesting", "Effective Dates", "Non-Disparagement", "Fees", "Venues", "Entire Agreements", "Cooperation", "Warranties", "Terms", "Interpretations", "Interests", "Effectiveness", "Amendments", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA, Environmental Laws and the Patriot Act, except to the extent such non-compliance would not be reasonably expected to have a Material Adverse Effect and maintain in effect and enforce policies and procedures reasonably designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents under their control with Anti-Corruption Laws and applicable Sanctions.", "references": ["Survival", "Titles", "Taxes", "Notices", "No Defaults", "Anti-Corruption Laws", "Warranties", "Sales", "Applicable Laws", "Integration", "Existence", "Non-Disparagement", "Base Salary", "Terminations", "Authority", "Tax Withholdings", "Records", "Solvency", "Brokers", "Transactions With Affiliates", "Miscellaneous", "Powers", "Fees", "Assigns", "Authorizations", "Death", "Remedies", "Sanctions", "Employment", "Enforceability", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be signed or delivered by facsimile or electronically scanned signature page.", "references": ["Base Salary", "Construction", "Submission To Jurisdiction", "Compliance With Laws", "Erisa", "Venues", "Terminations", "Representations", "Effective Dates", "Brokers", "Financial Statements", "Enforcements", "Approvals", "Defined Terms", "Indemnifications", "No Conflicts", "Payments", "Enforceability", "Cooperation", "Warranties", "No Waivers", "Closings", "Headings", "Assigns", "Disclosures", "Vacations", "Subsidiaries", "Death", "Integration", "Fees", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as otherwise provided in this Section\u00a02, the Restricted Stock Units shall become vested, if at all in the amount(s), and on the vesting date(s) set forth in the Notice of Grant (each, a \u201c Vesting Date \u201d), subject to the continued employment of the Participant by the Company or any Subsidiary thereof through such date.", "references": ["Withholdings", "Assignments", "Warranties", "Waiver Of Jury Trials", "Participations", "No Conflicts", "Compliance With Laws", "Assigns", "Consents", "Use Of Proceeds", "Modifications", "Indemnifications", "Authority", "General", "Subsidiaries", "Agreements", "Confidentiality", "Employment", "No Defaults", "Expenses", "Sales", "Interests", "Closings", "Duties", "Existence", "Benefits", "Powers", "Severability", "Sanctions", "Financial Statements", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Executive\u2019s principal employment duties and responsibilities shall be those duties and responsibilities customary for the positions of Executive Vice President \u2013 Chief Financial Officer, Treasurer and Assistant Secretary and such other executive duties and responsibilities as the Chief Executive Officer (or such other executive officer as the Chief Executive Officer shall determine) shall from time to time reasonably assign to the Executive.", "references": ["Definitions", "Erisa", "Waiver Of Jury Trials", "Notices", "Publicity", "Books", "Jurisdictions", "Vesting", "Binding Effects", "Modifications", "Terminations", "Financial Statements", "Death", "Terms", "Closings", "Participations", "Compliance With Laws", "Construction", "Use Of Proceeds", "Indemnifications", "Intellectual Property", "Brokers", "Taxes", "Non-Disparagement", "Change In Control", "Qualifications", "Consents", "Expenses", "Liens", "Severability", "Duties"], "gold": ["Duties"]}
+{"input": "To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.", "references": ["Authorizations", "Vacations", "Assignments", "Effectiveness", "Litigations", "No Waivers", "Terms", "Assigns", "Qualifications", "Terminations", "Brokers", "Compliance With Laws", "Tax Withholdings", "Use Of Proceeds", "Interests", "Enforceability", "Publicity", "Erisa", "Confidentiality", "Jurisdictions", "Disability", "Construction", "Withholdings", "Notices", "No Defaults", "Financial Statements", "Definitions", "Transactions With Affiliates", "Enforcements", "Severability", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Each Guarantor hereby agrees that payments hereunder will be paid to the Administrative Agent, for the benefit of the Secured Parties, without set-off or counterclaim in dollars at the Administrative Agent\u2019s office for funding as set forth in Section\u00a012.01 of the Credit Agreement.", "references": ["Adjustments", "Indemnity", "Books", "Erisa", "Entire Agreements", "Defined Terms", "Titles", "Base Salary", "Jurisdictions", "Miscellaneous", "Transactions With Affiliates", "Notices", "Tax Withholdings", "Withholdings", "Arbitration", "Organizations", "Counterparts", "Death", "Applicable Laws", "Governing Laws", "Enforceability", "Effectiveness", "Existence", "Duties", "Taxes", "Interpretations", "Releases", "Disclosures", "Costs", "Non-Disparagement", "Payments"], "gold": ["Payments"]}
+{"input": "The purpose of the Plan is to provide the non-employee members of the Board of Directors (the \u201c Board \u201d) of Teladoc, Inc., a Delaware corporation (the \u201c Company \u201d), with an opportunity to defer payment of all or a portion of their Stock Awards.\u00a0 The Plan shall be effective as of January 1, 2018 (the \u201c Effective Date \u201d).", "references": ["Participations", "Expenses", "Brokers", "Authority", "Subsidiaries", "Applicable Laws", "Employment", "Existence", "Change In Control", "Intellectual Property", "Erisa", "Interests", "Defined Terms", "Specific Performance", "Approvals", "Indemnity", "Interpretations", "Remedies", "No Conflicts", "Indemnifications", "Releases", "Terminations", "Confidentiality", "Publicity", "Qualifications", "Payments", "Fees", "Survival", "Consents", "Arbitration", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "If the Closing has not been consummated on or before July 31, 2018, this Agreement may be terminated (a) by any Holder (except where any such Holder is in breach of this Agreement or has failed to perform or satisfy any closing condition applicable to it), as to such Holder\u2019s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Holders, or (b) by the Company (except for any breach by it or failure to perform or satisfy any closing condition applicable to it), by written notice to the other parties; provided , however , that such termination will not affect the right of any non-breaching party to sue or seek specific performance for any breach by any other party (or parties).", "references": ["Counterparts", "Indemnifications", "Base Salary", "Sales", "Books", "Construction", "Authority", "Change In Control", "Governing Laws", "No Conflicts", "Litigations", "Terms", "Solvency", "Modifications", "Severability", "Definitions", "Binding Effects", "Forfeitures", "Vesting", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Agreements", "Taxes", "Miscellaneous", "Brokers", "Arbitration", "Duties", "Withholdings", "Closings", "Records", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Loan Parties have disclosed to the Lender all agreements, instruments and corporate or other restrictions to which any Loan Party or any Subsidiary is subject which the breach, nonperformance or cancellation of which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the financial statements as filed in SSI\u2019s Form 10K or Form 10Q or certificates furnished by or on behalf of any Loan Party-or any Subsidiary to the Lender in connection with this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date.", "references": ["Intellectual Property", "Cooperation", "Governing Laws", "Notices", "Definitions", "Erisa", "Indemnity", "Anti-Corruption Laws", "Sanctions", "Fees", "Closings", "Modifications", "Change In Control", "Submission To Jurisdiction", "Death", "General", "Positions", "Severability", "Agreements", "Authority", "Taxes", "Specific Performance", "Organizations", "Assignments", "Indemnifications", "Waivers", "Insurances", "Use Of Proceeds", "Books", "Jurisdictions", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member; provided , however, that the Borrowers and their Subsidiaries shall be permitted to effect a sale and leaseback transaction so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving pro forma effect to such transaction, the Borrowers shall be in compliance with the requirements of Section 6.1 .", "references": ["Subsidiaries", "Interests", "Compliance With Laws", "Publicity", "Benefits", "Non-Disparagement", "Integration", "Books", "Authority", "Applicable Laws", "Participations", "Terms", "Submission To Jurisdiction", "Survival", "Binding Effects", "Death", "Titles", "Brokers", "Capitalization", "Tax Withholdings", "Successors", "Powers", "Qualifications", "Financial Statements", "Agreements", "Organizations", "Waiver Of Jury Trials", "Withholdings", "Jurisdictions", "Litigations", "Sales"], "gold": ["Sales"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["Further Assurances", "Integration", "Capitalization", "Indemnifications", "Qualifications", "Terminations", "Counterparts", "Authorizations", "Erisa", "Headings", "Transactions With Affiliates", "Disability", "No Waivers", "Closings", "Definitions", "Records", "Base Salary", "Employment", "Costs", "Litigations", "Severability", "Insurances", "Miscellaneous", "Agreements", "Use Of Proceeds", "Amendments", "Organizations", "Taxes", "Applicable Laws", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Loan Party will timely file U.S. federal income and applicable material foreign, state and local tax returns required by law and pay when due all material taxes, assessments and governmental charges and levies upon it or its income, profits, Property or Collateral, except\u00a0those (i)\u00a0which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP and (ii)\u00a0for which no Lien has been asserted (except for a Permitted Lien pursuant to Section\u00a06.19(a)(i) ).", "references": ["Positions", "Cooperation", "Notices", "Consents", "Releases", "Sanctions", "Fees", "Books", "Records", "Specific Performance", "Duties", "Warranties", "Headings", "Defined Terms", "Survival", "Miscellaneous", "Payments", "Erisa", "Applicable Laws", "Entire Agreements", "Liens", "Brokers", "Non-Disparagement", "Construction", "Withholdings", "Death", "Representations", "Sales", "Expenses", "Participations", "Taxes"], "gold": ["Taxes"]}
+{"input": "As used in this Agreement, unless the context otherwise requires: (23)\u00a0the terms defined herein will have the meanings set forth herein for all purposes; (23)\u00a0references to \u201cSection\u201d are to a section hereof; (23)\u00a0 \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d are deemed to be followed by \u201cwithout limitation\u201d whether or not they are in fact followed by such words or words of like import; (23)\u00a0 \u201cwriting,\u201d \u201cwritten\u201d and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; (23)\u00a0 \u201chereof,\u201d \u201cherein,\u201d \u201chereunder\u201d and comparable terms refer to the entirety of this Agreement and not to any particular section or other subdivision hereof or attachment hereto; (23)\u00a0references to any gender include references to all genders; and (23)\u00a0references to any agreement or other instrument or statute or regulation are referred to as amended or supplemented from time to time (and, in the case of a statute or regulation, to any successor provision).", "references": ["Brokers", "Powers", "Remedies", "Anti-Corruption Laws", "Capitalization", "Subsidiaries", "Fees", "Payments", "Benefits", "Authorizations", "Approvals", "Books", "Severability", "Assignments", "Expenses", "Effective Dates", "General", "Effectiveness", "Litigations", "Warranties", "Adjustments", "No Conflicts", "Indemnity", "Costs", "Tax Withholdings", "Integration", "Use Of Proceeds", "No Defaults", "Intellectual Property", "Organizations", "Construction"], "gold": ["Construction"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, (a)\u00a0keep and maintain all property material to the conduct of business of the Borrower and its Subsidiaries in good working order and condition, ordinary wear and tear excepted, and (b)\u00a0maintain with financially sound and reputable carriers insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Borrower will furnish to the Administrative Agent (for distribution to the Lenders), upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained. The Borrower shall deliver to the Administrative Agent endorsements (x)\u00a0to all \u201cAll Risk\u201d physical damage insurance policies on all of the tangible personal property and assets insurance policies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, and (y)\u00a0to all general liability and other liability policies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In the event the Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.", "references": ["Severability", "Construction", "Successors", "Indemnifications", "Vesting", "Litigations", "Counterparts", "Publicity", "Fees", "Consent To Jurisdiction", "Survival", "Liens", "Terminations", "Death", "Assignments", "Assigns", "Subsidiaries", "Agreements", "Sales", "Employment", "Compliance With Laws", "Authorizations", "Non-Disparagement", "Effective Dates", "Payments", "Base Salary", "Consents", "Approvals", "Confidentiality", "Notices", "Insurances"], "gold": ["Insurances"]}
+{"input": "Capitalized terms not otherwise defined herein shall have the meanings set forth on Exhibit A attached hereto.", "references": ["Records", "Books", "Anti-Corruption Laws", "Assignments", "Entire Agreements", "Confidentiality", "Erisa", "Employment", "Approvals", "Insurances", "Submission To Jurisdiction", "Indemnity", "Forfeitures", "Solvency", "Qualifications", "Waiver Of Jury Trials", "Publicity", "Disclosures", "Binding Effects", "Vacations", "Base Salary", "Assigns", "Successors", "Change In Control", "Fees", "Existence", "Authority", "Benefits", "Amendments", "Litigations", "Definitions"], "gold": ["Definitions"]}
+{"input": "All compensation payable hereunder, including, salary and other benefits, shall be subject to applicable taxes, withholding and other required, normal or elected employee deductions.", "references": ["Entire Agreements", "Amendments", "Powers", "Brokers", "Releases", "Indemnity", "Construction", "Enforcements", "Tax Withholdings", "Subsidiaries", "Severability", "Publicity", "Warranties", "Interests", "Transactions With Affiliates", "Approvals", "Enforceability", "Adjustments", "No Waivers", "Capitalization", "Intellectual Property", "Arbitration", "Vacations", "Waivers", "Solvency", "Benefits", "Death", "General", "Records", "Vesting", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The Board of Trustees will periodically review the Investment Guidelines and the Company\u2019s portfolio of Investments but will not be required to review each proposed Investment; provided that the Company may not, and the Manager may not cause the Company to, acquire any Investment, sell any Investment, or engage in any co-investment that, pursuant to the terms of this Agreement, the Compliance Policies or the Company\u2019s conflicts of interest policy, requires the approval of a majority of the Board of Trustees or Independent Trustees unless such transaction has been so approved. If a majority of the Board of Trustees determine that a particular transaction does not comply with the Investment Guidelines, then a majority of the Board of Trustees will consider what corrective action, if any, is appropriate. The Manager shall have the authority to take, or cause the Company to take, any such corrective action specified by a majority of the Board of Trustees. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence approval of the Board of Trustees with respect to a proposed Investment.", "references": ["Records", "No Waivers", "Intellectual Property", "Remedies", "Counterparts", "Interests", "Change In Control", "Indemnifications", "Jurisdictions", "Insurances", "Benefits", "Enforcements", "Disclosures", "Specific Performance", "Existence", "Base Salary", "Governing Laws", "Organizations", "Applicable Laws", "Submission To Jurisdiction", "Defined Terms", "Interpretations", "Assigns", "Non-Disparagement", "Withholdings", "Venues", "Authority", "Modifications", "Participations", "Integration", "Approvals"], "gold": ["Approvals"]}
+{"input": "The provisions of this Plan shall bind and inure to the benefit of the Participant's Employer (Hovnanian Enterprises, Inc. in respect of Independent Director Participants) and its successors and assigns and the Participant and the Participant's designated Beneficiaries.", "references": ["Expenses", "Effectiveness", "Forfeitures", "Non-Disparagement", "Definitions", "Powers", "Venues", "Interpretations", "Fees", "Jurisdictions", "Books", "Consents", "Governing Laws", "Entire Agreements", "Defined Terms", "Headings", "Terminations", "Releases", "Counterparts", "Disability", "Records", "Vesting", "Sanctions", "Duties", "Change In Control", "Positions", "Liens", "Authority", "Consent To Jurisdiction", "Modifications", "Successors"], "gold": ["Successors"]}
+{"input": "No waiver of the breach of any of the terms or provisions of this Agreement shall be a waiver of any preceding or succeeding breach of this Agreement or any provisions of it.", "references": ["Terminations", "Insurances", "Entire Agreements", "Successors", "Severability", "Arbitration", "No Conflicts", "No Defaults", "Payments", "Intellectual Property", "Defined Terms", "Qualifications", "Existence", "Jurisdictions", "Expenses", "No Waivers", "Representations", "Indemnity", "Authorizations", "Modifications", "Erisa", "Venues", "Agreements", "Positions", "Organizations", "Use Of Proceeds", "General", "Consent To Jurisdiction", "Death", "Duties", "Waivers"], "gold": ["Waivers"]}
+{"input": "Each of the representations and warranties made in respect of the Purchased Assets pursuant to Exhibit\u00a0X are true, complete and correct in all material respects, except as disclosed in writing by Seller prior to a Purchase Date for any Purchased Asset and reflected in the related Confirmation.", "references": ["Books", "Approvals", "Costs", "Forfeitures", "Amendments", "Notices", "Use Of Proceeds", "Base Salary", "General", "Organizations", "Headings", "Cooperation", "Liens", "Waiver Of Jury Trials", "Insurances", "Confidentiality", "Assigns", "Intellectual Property", "Binding Effects", "Submission To Jurisdiction", "Effective Dates", "Financial Statements", "Defined Terms", "Compliance With Laws", "Publicity", "Qualifications", "Anti-Corruption Laws", "Sales", "Positions", "Capitalization", "Representations"], "gold": ["Representations"]}
+{"input": "The proceeds of the Loans will be used only to pay the fees, expenses and transaction costs of the Transactions as described in the Letter Agreement and the Funds Flow and the Base Case Model.\u00a0 No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations\u00a0T, U and X.", "references": ["Subsidiaries", "Tax Withholdings", "Survival", "Titles", "Employment", "Counterparts", "No Conflicts", "Waivers", "Participations", "Organizations", "Terminations", "Solvency", "Construction", "Cooperation", "Governing Laws", "Notices", "Warranties", "Authorizations", "Jurisdictions", "Specific Performance", "Venues", "No Waivers", "Payments", "Capitalization", "Brokers", "Indemnifications", "Interpretations", "Terms", "Representations", "Expenses", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a)\u00a0convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $100,000 or any whole multiple of $50,000 in excess thereof into one or more LIBOR Rate Loans and (b)\u00a0upon the expiration of any Interest Period, (i)\u00a0convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $100,000 or a whole multiple of $50,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (ii)\u00a0continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit\u00a0E (a \" Notice of Conversion/Continuation\" ) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A)\u00a0the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B)\u00a0the effective date of such conversion or continuation (which shall be a Business Day), (C)\u00a0the principal amount of such Loans to be converted or continued, and (D)\u00a0the Interest Period to be applicable to such converted or continued LIBOR Rate Loan; provided that if the Borrower wishes to request LIBOR Rate Loans having an Interest Period of seven (7) days in duration, such notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them . If the Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loan, then the applicable LIBOR Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.", "references": ["Tax Withholdings", "Assignments", "Headings", "Death", "Approvals", "Enforcements", "Intellectual Property", "Definitions", "Modifications", "Authority", "Enforceability", "Consent To Jurisdiction", "Indemnity", "Compliance With Laws", "Existence", "Counterparts", "Terms", "Withholdings", "Costs", "Successors", "Anti-Corruption Laws", "Forfeitures", "Vesting", "Solvency", "Jurisdictions", "Effective Dates", "Change In Control", "Capitalization", "Confidentiality", "Remedies", "Notices"], "gold": ["Notices"]}
+{"input": "The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a)\u00a0cash or check, (b)\u00a0Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c)\u00a0delivery of a written or electronic notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, or (d)\u00a0other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an \u201cexecutive officer\u201d of the Company within the meaning of Section\u00a013(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section\u00a013(k) of the Exchange Act.", "references": ["Records", "Authorizations", "Insurances", "Venues", "Definitions", "Non-Disparagement", "Closings", "Taxes", "Titles", "Qualifications", "Jurisdictions", "Organizations", "Change In Control", "Miscellaneous", "Binding Effects", "Participations", "Agreements", "Publicity", "Approvals", "Intellectual Property", "Use Of Proceeds", "Construction", "Indemnifications", "General", "Capitalization", "Books", "Terminations", "Headings", "Warranties", "Consents", "Payments"], "gold": ["Payments"]}
+{"input": "All agreements of the Company in the Indenture, as supplemented by this Supplemental Indenture, and the Debentures shall bind their respective successors.\u00a0\u00a0All agreements of the Trustee in the Indenture, as supplemented by this Supplemental Indenture, shall bind its successors.", "references": ["Survival", "Benefits", "Records", "Litigations", "Defined Terms", "Specific Performance", "Forfeitures", "Applicable Laws", "Sanctions", "No Waivers", "No Defaults", "Insurances", "Confidentiality", "Agreements", "Disclosures", "Anti-Corruption Laws", "Governing Laws", "Binding Effects", "Erisa", "Enforcements", "Powers", "Jurisdictions", "Fees", "Assignments", "Indemnifications", "Approvals", "Further Assurances", "Amendments", "Miscellaneous", "Participations", "Successors"], "gold": ["Successors"]}
+{"input": "Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents, and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof.", "references": ["Litigations", "Modifications", "Enforceability", "Terminations", "Erisa", "Successors", "Warranties", "General", "Effective Dates", "Transactions With Affiliates", "Waivers", "Representations", "Books", "Organizations", "Base Salary", "Jurisdictions", "Insurances", "Assigns", "Qualifications", "Capitalization", "Binding Effects", "Non-Disparagement", "Subsidiaries", "Liens", "Applicable Laws", "Headings", "Indemnifications", "Participations", "Entire Agreements", "Submission To Jurisdiction", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "There shall be no pending or threatened litigation by any entity (private or governmental) with respect to the Loan or any documentation executed in connection therewith, nor shall there be any litigation, bankruptcy or other proceedings against any VSE Entity which would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, operations, assets or prospects of any VSE Entity on a going forward basis, or that would reasonably be expected to have a material adverse effect on any VSE Entity\u2019s ability to pay and perform the Obligations on a going forward basis.", "references": ["Taxes", "Binding Effects", "Existence", "Sales", "Authorizations", "Effective Dates", "Headings", "Anti-Corruption Laws", "Indemnity", "Vacations", "No Conflicts", "Subsidiaries", "Indemnifications", "Publicity", "Consent To Jurisdiction", "Entire Agreements", "Benefits", "Specific Performance", "No Defaults", "Organizations", "Miscellaneous", "Jurisdictions", "Severability", "Terms", "Records", "Further Assurances", "Assigns", "Forfeitures", "Solvency", "Books", "Litigations"], "gold": ["Litigations"]}
+{"input": "Seller shall at all times comply with all valid and applicable federal, state and local laws, rules, regulations, orders, ordinance, permit conditions and other governmental actions (collectively \u201c Laws \u201d) and shall be responsible for all costs associated therewith. To the extent any such Laws would hinder Seller\u2019s ability to operate the Facility in full compliance with all requirements of this Agreement, Seller shall make commercially reasonable efforts to obtain a waiver or exemption from such Laws to the extent available.", "references": ["Authorizations", "General", "Warranties", "No Defaults", "Headings", "No Conflicts", "Duties", "Litigations", "Submission To Jurisdiction", "Sales", "Positions", "Non-Disparagement", "Construction", "Indemnifications", "Existence", "Terms", "Change In Control", "Specific Performance", "Effectiveness", "Governing Laws", "Records", "Titles", "Sanctions", "Successors", "Capitalization", "Waivers", "Intellectual Property", "Employment", "Survival", "Interpretations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Advances owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii)\u00a0the Borrower, the Administrative Agent, the Issuing Lenders and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.9(a) with respect to any payments made by such Lender to its Participant(s).", "references": ["Forfeitures", "Survival", "Indemnifications", "Use Of Proceeds", "Costs", "Arbitration", "Brokers", "Authority", "Terminations", "Existence", "Duties", "Withholdings", "Enforcements", "Payments", "Financial Statements", "Indemnity", "Qualifications", "No Waivers", "Further Assurances", "Vacations", "Cooperation", "Taxes", "Agreements", "Interpretations", "Erisa", "Tax Withholdings", "Consent To Jurisdiction", "Representations", "Publicity", "Miscellaneous", "Participations"], "gold": ["Participations"]}
+{"input": "The Receiving Party acknowledges that a breach by it of any of the terms of this Agreement would cause irreparable harm to the Disclosing Party for which the Disclosing Party could not be adequately compensated by money damages. Accordingly, the Receiving Party agrees that, in addition to all other remedies available to the Disclosing Party in an Action at law, in the event of any breach or threatened breach by the Receiving Party of the terms of this Agreement, the Disclosing Party will, without the necessity of proving actual damages or posting any bond or other security, be entitled to seek temporary and permanent injunctive relief, including, but not limited to, specific performance of the terms of this Agreement.", "references": ["Brokers", "Indemnifications", "Closings", "Use Of Proceeds", "Qualifications", "General", "Financial Statements", "Powers", "Enforceability", "Sales", "Further Assurances", "Litigations", "Subsidiaries", "Transactions With Affiliates", "Counterparts", "Existence", "Authority", "Sanctions", "Severability", "Benefits", "Waivers", "Change In Control", "Jurisdictions", "Effective Dates", "Titles", "Applicable Laws", "No Defaults", "Fees", "Employment", "Liens", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement shall continue in full force and effect during the Employment Period until terminated as set forth in Section 1 or as otherwise set forth under Section 3.B below.", "references": ["Assignments", "Governing Laws", "Tax Withholdings", "Use Of Proceeds", "Effective Dates", "Sanctions", "Interpretations", "Duties", "Change In Control", "Adjustments", "Releases", "Litigations", "Agreements", "Withholdings", "Defined Terms", "Sales", "Survival", "Effectiveness", "General", "Liens", "Integration", "Positions", "Closings", "Counterparts", "Modifications", "Enforcements", "Disclosures", "Venues", "Consents", "Publicity", "Terms"], "gold": ["Terms"]}
+{"input": "Each party\u2019s obligations under this Section 4.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Credit Party or any other Affected person, the termination of the Commitments and the repayment, satisfaction or discharge of all the Borrower Obligations and the Servicer\u2019s obligations hereunder.", "references": ["Payments", "Disclosures", "Waiver Of Jury Trials", "Costs", "Duties", "Modifications", "Taxes", "Closings", "Entire Agreements", "Effective Dates", "Non-Disparagement", "Severability", "Representations", "Applicable Laws", "Arbitration", "General", "Consents", "Headings", "Brokers", "Cooperation", "Positions", "Compliance With Laws", "Intellectual Property", "Interpretations", "Solvency", "Binding Effects", "Agreements", "Adjustments", "Assignments", "Change In Control", "Survival"], "gold": ["Survival"]}
+{"input": "At all times Employee both during and after employment will regard and preserve as confidential all trade secrets and other confidential information pertaining to the business of the Company, including financial data, strategic business plans, product development, marketing plans, and other non-public proprietary information.", "references": ["Existence", "Defined Terms", "Disability", "Releases", "Duties", "Subsidiaries", "Waivers", "Venues", "No Conflicts", "Binding Effects", "Specific Performance", "Consent To Jurisdiction", "Sales", "Anti-Corruption Laws", "Amendments", "Jurisdictions", "Effectiveness", "Erisa", "Publicity", "No Defaults", "Vesting", "Financial Statements", "Indemnifications", "Closings", "Indemnity", "Titles", "Enforceability", "Waiver Of Jury Trials", "Warranties", "Qualifications", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility 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 and the Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.", "references": ["Payments", "Governing Laws", "Books", "Construction", "Forfeitures", "Waivers", "Headings", "Authority", "Publicity", "Integration", "Indemnifications", "Effectiveness", "Taxes", "Vacations", "Consent To Jurisdiction", "Authorizations", "Releases", "Employment", "Vesting", "Existence", "Indemnity", "Amendments", "Disability", "Assignments", "Transactions With Affiliates", "Interests", "Non-Disparagement", "Closings", "Entire Agreements", "Modifications", "Insurances"], "gold": ["Insurances"]}
+{"input": "Keep its insurable properties adequately insured at all times by financially sound and reputable insurers (which may include captive insurers), and maintain such other insurance or self insurance (including product liability insurance), to such extent and against such risks, including fire and other risks insured against by extended coverage, as are customary with companies similarly situated and in the same or similar businesses.", "references": ["Construction", "Existence", "Authority", "Interests", "Amendments", "Applicable Laws", "Definitions", "Governing Laws", "Litigations", "Waivers", "Taxes", "Arbitration", "Consent To Jurisdiction", "Benefits", "Disclosures", "Confidentiality", "Enforcements", "Successors", "Modifications", "Integration", "Survival", "Liens", "Solvency", "Closings", "Base Salary", "No Defaults", "Vesting", "Duties", "Books", "No Conflicts", "Insurances"], "gold": ["Insurances"]}
+{"input": "All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either party to the other party, or to their permitted transferees if applicable. Notices shall be effective upon receipt.", "references": ["Costs", "Employment", "Taxes", "Venues", "Sales", "Enforceability", "No Conflicts", "Specific Performance", "Vesting", "Base Salary", "Disability", "Non-Disparagement", "Assigns", "Liens", "Change In Control", "Vacations", "Terminations", "Jurisdictions", "Brokers", "Sanctions", "Transactions With Affiliates", "Participations", "Headings", "Arbitration", "Tax Withholdings", "Closings", "Adjustments", "Indemnity", "Books", "Approvals", "Notices"], "gold": ["Notices"]}
+{"input": "All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of California applicable to agreements made and to be performed entirely in California. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in Orange County in the state of California. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.", "references": ["Financial Statements", "Cooperation", "Binding Effects", "Litigations", "Vesting", "Entire Agreements", "Definitions", "Severability", "Indemnity", "Terms", "Benefits", "Positions", "Insurances", "Anti-Corruption Laws", "Organizations", "Intellectual Property", "Jurisdictions", "Waivers", "Agreements", "Compliance With Laws", "Payments", "Headings", "Modifications", "Waiver Of Jury Trials", "Use Of Proceeds", "Powers", "Enforceability", "Construction", "General", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Schedule 5.25(a) of the Disclosure Letter sets forth a listing of all insurance maintained by the Borrower and its Subsidiaries as of the Closing Date (other than local insurance policies maintained by Foreign Subsidiaries of the Borrower), with the amounts insured (and any deductibles) set forth therein. Schedule 5.25(b) of the Disclosure Letter sets forth a listing of all insurance maintained by the Acquired Business as of the Acquisition Effective Date (other than local insurance policies maintained by Foreign Subsidiaries of the Target), with the amounts insured (and any deductibles) set forth therein.", "references": ["Withholdings", "Waivers", "Approvals", "Integration", "Change In Control", "Closings", "Miscellaneous", "Use Of Proceeds", "Payments", "Interests", "Forfeitures", "General", "Death", "Sales", "Vacations", "Further Assurances", "Agreements", "Organizations", "Publicity", "Existence", "Binding Effects", "Books", "Powers", "Disclosures", "Enforceability", "Anti-Corruption Laws", "Remedies", "Employment", "Terms", "Assignments", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Subscription Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof.", "references": ["Erisa", "Applicable Laws", "Adjustments", "Tax Withholdings", "Remedies", "Publicity", "Litigations", "No Defaults", "Vacations", "Releases", "Organizations", "Base Salary", "Arbitration", "Taxes", "Waivers", "Assigns", "Miscellaneous", "Construction", "Authorizations", "Use Of Proceeds", "Counterparts", "Costs", "Further Assurances", "Capitalization", "Survival", "Enforcements", "Disability", "Effectiveness", "Indemnity", "Closings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder referring to this Agreement describing such Default or Event of Default and stating that such notice is a \u201cnotice of default.\u201d In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.", "references": ["Interpretations", "Counterparts", "Authorizations", "Assignments", "Forfeitures", "Base Salary", "Effective Dates", "Applicable Laws", "Withholdings", "Severability", "Enforceability", "Indemnity", "Authority", "Non-Disparagement", "Venues", "Books", "Payments", "Terminations", "Intellectual Property", "Integration", "Employment", "Insurances", "Death", "Costs", "Headings", "Definitions", "Duties", "Brokers", "Modifications", "Closings", "Notices"], "gold": ["Notices"]}
+{"input": "The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from a senior financial officer or such other officer acceptable to the Administrative Agent of the Borrower and each Guarantor certifying that, before and after giving effect to the initial Revolving Borrowings made hereunder on the Effective Date, the Borrower and each such other Guarantor is Solvent (assuming with respect to each Guarantor, that the fraudulent conveyance savings language contained in the Guaranty applicable to such Guarantor will be given full effect).", "references": ["Organizations", "Venues", "Financial Statements", "Vesting", "Closings", "Anti-Corruption Laws", "Modifications", "Use Of Proceeds", "Benefits", "Taxes", "Interpretations", "Transactions With Affiliates", "Liens", "Cooperation", "Applicable Laws", "Indemnity", "Enforcements", "Employment", "Amendments", "No Defaults", "Erisa", "Interests", "Further Assurances", "Change In Control", "Base Salary", "Terminations", "Enforceability", "Adjustments", "Headings", "Duties", "Solvency"], "gold": ["Solvency"]}
+{"input": "The parties hereto hereby agree that there is no adequate remedy at law for breaches of this Agreement, and each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, federal courts located in, or other state courts of, the State of Delaware (each, a \u201cDelaware Court\u201d) for purposes of enforcing this Agreement or determining any claim arising from or related to the transactions contemplated by this Agreement. Further, each of the parties hereto (i)\u00a0agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms hereof by way of equitable relief and (ii)\u00a0irrevocably consents to service of process pursuant to the notice provisions set out in Section\u00a09 hereof or as otherwise provided by applicable law.", "references": ["Amendments", "Agreements", "Non-Disparagement", "Defined Terms", "Interests", "Confidentiality", "Notices", "Authorizations", "Books", "Benefits", "Withholdings", "Disclosures", "Assignments", "Cooperation", "Solvency", "Indemnity", "Consents", "Qualifications", "Forfeitures", "Entire Agreements", "Submission To Jurisdiction", "Remedies", "Further Assurances", "Brokers", "Payments", "Closings", "Duties", "Assigns", "Financial Statements", "Death", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via email or facsimile at the email address or facsimile number set forth on the signature pages attached to the Purchase Agreement at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of email or facsimile transmission, if such notice or communication is delivered via email or facsimile at the email address or facsimile number set forth on the signature pages attached to the Purchase Agreement on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature page attached to the Purchase Agreement.", "references": ["Terminations", "Closings", "Base Salary", "Powers", "Construction", "Agreements", "Change In Control", "Organizations", "Indemnifications", "Approvals", "Counterparts", "Capitalization", "Amendments", "Books", "Sales", "Waivers", "Binding Effects", "Employment", "Consents", "Definitions", "Withholdings", "Consent To Jurisdiction", "Intellectual Property", "Anti-Corruption Laws", "Representations", "General", "Miscellaneous", "Existence", "Indemnity", "Enforcements", "Notices"], "gold": ["Notices"]}
+{"input": "When, under applicable tax laws, Participant incurs tax liability in connection with the vesting or settlement of any RSUs or issuance of Shares in connection therewith that is subject to tax withholding by the Company, the Company may, at the Compensation Committee\u2019s election, satisfy the minimum tax withholding obligation on behalf of the Participant by either (a) withholding from the Shares to be issued, the number of Shares having a fair market value (determined on the date that the amount of tax to be withheld is determined) equal to the amount required to be withheld for income and employment taxes, or (b) arranging to have sold on Participant\u2019s behalf through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) a sufficient number of Shares that is equal to the amount required to be withheld. The Company shall arrange to sell or withhold a whole number of shares to satisfy the minimum tax withholding obligation, and to the extent that any tax obligation balance remains, such amount shall be withheld from your following payroll cycle, if applicable.", "references": ["Use Of Proceeds", "Subsidiaries", "Counterparts", "Further Assurances", "Payments", "Defined Terms", "Integration", "Solvency", "Warranties", "Authority", "Waiver Of Jury Trials", "Approvals", "No Waivers", "Releases", "Governing Laws", "Insurances", "Publicity", "No Conflicts", "Liens", "Intellectual Property", "Tax Withholdings", "Compliance With Laws", "Venues", "Enforcements", "Powers", "Existence", "Consents", "Adjustments", "Litigations", "Qualifications", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Subject to the terms and conditions set forth herein, the Company agrees to employ Executive as its President and Chief Executive Officer.", "references": ["Construction", "Insurances", "Effective Dates", "Death", "Forfeitures", "Enforceability", "Qualifications", "Non-Disparagement", "Interests", "Definitions", "Organizations", "Withholdings", "Expenses", "Consents", "Publicity", "Authorizations", "Modifications", "Interpretations", "Remedies", "Sanctions", "Disability", "Indemnifications", "Binding Effects", "Records", "Miscellaneous", "Counterparts", "Releases", "Sales", "Disclosures", "General", "Positions"], "gold": ["Positions"]}
+{"input": "No failure to exercise and no delay in exercising, on the part of the Agent or any Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.\u00a0\u00a0The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.", "references": ["Governing Laws", "Cooperation", "Vacations", "Qualifications", "Vesting", "Non-Disparagement", "Releases", "No Defaults", "Waiver Of Jury Trials", "Authorizations", "Powers", "Specific Performance", "Effectiveness", "Fees", "Organizations", "Binding Effects", "Applicable Laws", "Counterparts", "Terms", "Interests", "Costs", "Brokers", "Indemnity", "Terminations", "Duties", "Successors", "Expenses", "Confidentiality", "Interpretations", "Waivers", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "THE COMPANY SHALL, TO THE FULL EXTENT PERMITTED BY LAW, INDEMNIFY AND HOLD HARMLESS EXECUTIVE FROM AND AGAINST ANY AND ALL LIABILITY, COSTS AND DAMAGES ARISING FROM HER SERVICE AS AN EMPLOYEE, OFFICER OR DIRECTOR OF THE COMPANY OR ITS AFFILIATES, SPECIFICALLY INCLUDING LIABILITY, COSTS AND DAMAGES THAT ARISE IN WHOLE OR IN PART FROM ANY NEGLIGENCE OR ALLEGED NEGLIGENCE OF EXECUTIVE, EXCEPT, HOWEVER, TO THE EXTENT THAT ANY SUCH LIABILITY, COST OR DAMAGE RESULTED FROM AN ACT OR OMISSION BY EXECUTIVE THAT CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON HER PART. Executive shall also be provided directors\u2019 and officers\u2019 liability insurance and any contractual indemnification provided to Senior Officers at any given time. To the full extent permitted by Delaware law, the Company shall retain counsel to defend Executive, or shall advance legal fees and expenses to Executive for counsel selected by Executive, in connection with any litigation or proceeding related to her service as an employee, officer and director of the Company or any Affiliate within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that she is not entitled to be indemnified against such costs and expenses. This Section\u00a024 shall be in addition to, and shall not limit in any way, the rights of Executive to any other indemnification from the Company, as a matter of law, contract or otherwise.", "references": ["Tax Withholdings", "No Conflicts", "Waiver Of Jury Trials", "Payments", "Effective Dates", "Definitions", "Authorizations", "Governing Laws", "Survival", "Approvals", "Enforceability", "Waivers", "Interpretations", "Intellectual Property", "Authority", "Warranties", "Titles", "Death", "Consents", "Benefits", "Change In Control", "Expenses", "Publicity", "Erisa", "Applicable Laws", "No Defaults", "Submission To Jurisdiction", "Duties", "Disclosures", "Books", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Notwithstanding any provision of this Agreement to the contrary, if the Executive\u2019s employment is terminated by reason of the Executive\u2019s death, this Agreement shall terminate without further obligations to the Executive\u2019s legal representatives under this Agreement.", "references": ["Organizations", "No Waivers", "Anti-Corruption Laws", "Further Assurances", "Disclosures", "Applicable Laws", "Transactions With Affiliates", "Expenses", "General", "Waiver Of Jury Trials", "Survival", "Change In Control", "Terms", "Effectiveness", "Subsidiaries", "Intellectual Property", "Headings", "Benefits", "Indemnity", "Vesting", "Employment", "Venues", "Non-Disparagement", "Terminations", "Consent To Jurisdiction", "Assigns", "Amendments", "Payments", "Forfeitures", "Powers", "Death"], "gold": ["Death"]}
+{"input": "Each party\u2019s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Anti-Corruption Laws", "Insurances", "Cooperation", "Applicable Laws", "Entire Agreements", "Existence", "Interpretations", "Books", "Liens", "Confidentiality", "Consents", "Indemnifications", "Waivers", "General", "Terms", "Terminations", "Vacations", "Assignments", "No Waivers", "Payments", "Venues", "Erisa", "Remedies", "No Defaults", "Publicity", "Construction", "Definitions", "Records", "Interests", "Amendments", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement (including the Exhibits hereto), together with the Asset Exchange Agreement and the Merger Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the Parties with respect to such subject matter.", "references": ["Applicable Laws", "Death", "Effective Dates", "Headings", "Solvency", "Costs", "Successors", "Qualifications", "Payments", "Publicity", "Adjustments", "Authorizations", "Indemnifications", "Litigations", "Representations", "Defined Terms", "Insurances", "Change In Control", "Fees", "Duties", "Cooperation", "Assigns", "Integration", "Erisa", "Jurisdictions", "Warranties", "Confidentiality", "Miscellaneous", "Powers", "Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (other than a Loan Party) on terms that shall be less favorable to the Borrower or such Subsidiary than those that might be obtained at the time in a transaction with a non-Affiliate; provided that the foregoing shall not prohibit the payment of customary and reasonable directors\u2019 fees to directors who are not employees of the Borrower or any Subsidiary or an Affiliate.", "references": ["Successors", "Sales", "Approvals", "Assignments", "Enforceability", "Terminations", "Further Assurances", "Costs", "Death", "Submission To Jurisdiction", "Non-Disparagement", "Adjustments", "Applicable Laws", "Compliance With Laws", "Financial Statements", "Anti-Corruption Laws", "Tax Withholdings", "Modifications", "Confidentiality", "Vesting", "Authorizations", "No Waivers", "Effectiveness", "Disclosures", "Use Of Proceeds", "Indemnifications", "Arbitration", "Sanctions", "Defined Terms", "Closings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "(a) The following terms are used herein as defined in the New York UCC: Account Debtor, Accounts, Chattel Paper, Commercial Tort Claims, Control, Deposit Account, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Investment Property, Letter-of-Credit-Rights, Money, Proceeds Records, Securities Accounts, and Supporting Obligations.", "references": ["Successors", "Liens", "Financial Statements", "Indemnifications", "Positions", "Subsidiaries", "Disclosures", "Expenses", "Interests", "Representations", "Books", "Venues", "Integration", "Arbitration", "Entire Agreements", "Death", "Capitalization", "Records", "Assigns", "Existence", "Severability", "Submission To Jurisdiction", "Authority", "Approvals", "Use Of Proceeds", "Governing Laws", "Transactions With Affiliates", "Waivers", "Cooperation", "Intellectual Property", "Definitions"], "gold": ["Definitions"]}
+{"input": "Any notice or demand that, by any provision of this Agreement or any agreement, document or instrument executed pursuant hereto, except as otherwise provided therein, is required or provided to be given shall be deemed to have been sufficiently given or served and received for all purposes when delivered by hand, telecopy, or other method of facsimile or five (5) days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, or two (2) days after being sent by overnight delivery providing receipt of delivery, to the following addresses: if to the Company, at its main offices, or at any other address designated by the Company to me in writing; and if to me, at my mailing address as shown on the signature page hereof, or at any other address designated by me to the Company in writing.", "references": ["Vacations", "Closings", "Use Of Proceeds", "No Conflicts", "Binding Effects", "Brokers", "Sales", "Construction", "Waivers", "Books", "Governing Laws", "Indemnifications", "Jurisdictions", "Assignments", "Change In Control", "Duties", "Existence", "Forfeitures", "Records", "Capitalization", "Further Assurances", "Remedies", "Financial Statements", "Terminations", "Interpretations", "Benefits", "Specific Performance", "Modifications", "Releases", "Confidentiality", "Notices"], "gold": ["Notices"]}
+{"input": "THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.", "references": ["Litigations", "Counterparts", "Applicable Laws", "Submission To Jurisdiction", "Severability", "Sales", "Survival", "Authority", "Terminations", "Effective Dates", "Publicity", "Terms", "Solvency", "Venues", "Headings", "Consent To Jurisdiction", "Fees", "Intellectual Property", "Assignments", "No Waivers", "Titles", "Base Salary", "Forfeitures", "Liens", "Consents", "Positions", "Definitions", "Miscellaneous", "Disability", "Tax Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Upon termination of service during the applicable restriction period, except as set forth herein or in the applicable Award Agreement or as otherwise determined by the Committee, all Shares of Restricted Stock and all Restricted Stock Units still, in either case, subject to restriction shall automatically be forfeited and reacquired for no additional consideration by the Company.", "references": ["Authority", "Subsidiaries", "Applicable Laws", "Indemnity", "Waiver Of Jury Trials", "Organizations", "Notices", "Governing Laws", "Tax Withholdings", "Anti-Corruption Laws", "Disability", "Positions", "Effective Dates", "Closings", "Assigns", "Survival", "Duties", "Cooperation", "General", "Litigations", "Indemnifications", "Compliance With Laws", "Books", "Amendments", "Waivers", "Arbitration", "Sanctions", "Assignments", "Successors", "Use Of Proceeds", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Agreement constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation or communication, whether oral or in writing, between the parties relating to the Award, provided that the Agreement shall be at all times subject to the Plan.", "references": ["Further Assurances", "General", "Releases", "Venues", "Existence", "Vacations", "Definitions", "Interpretations", "Participations", "No Waivers", "Books", "Disability", "Assignments", "Severability", "Duties", "Taxes", "Liens", "Terms", "Interests", "Confidentiality", "Approvals", "Defined Terms", "Disclosures", "Compliance With Laws", "Litigations", "Expenses", "Positions", "Insurances", "Adjustments", "Indemnifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each party\u2019s obligations under this Section 15.3 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Adjustments", "Books", "Employment", "Agreements", "Notices", "Construction", "Modifications", "Anti-Corruption Laws", "Warranties", "Indemnifications", "Releases", "Waivers", "Interests", "Enforcements", "Financial Statements", "Effective Dates", "Terms", "Entire Agreements", "Remedies", "Waiver Of Jury Trials", "Defined Terms", "Compliance With Laws", "Confidentiality", "Amendments", "Approvals", "Publicity", "Representations", "Interpretations", "Definitions", "Integration", "Survival"], "gold": ["Survival"]}
+{"input": "To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as proposed to be conducted, without any conflict with, or infringement of the rights of, others.", "references": ["Confidentiality", "Authorizations", "Governing Laws", "Insurances", "Employment", "Adjustments", "Miscellaneous", "Organizations", "Entire Agreements", "Fees", "Compliance With Laws", "Waiver Of Jury Trials", "Applicable Laws", "Death", "Enforcements", "Definitions", "Capitalization", "Taxes", "Releases", "Representations", "Terms", "Jurisdictions", "Defined Terms", "Publicity", "Change In Control", "Forfeitures", "Participations", "Records", "Cooperation", "No Defaults", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Agreement, and the other Loan Documents represent the final and entire agreement among the parties and may not be contradicted by evidence of, and supersedes, all prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties.", "references": ["Terms", "Forfeitures", "Modifications", "Severability", "Publicity", "Survival", "Indemnity", "Tax Withholdings", "Integration", "Employment", "Sales", "Binding Effects", "Qualifications", "Sanctions", "Titles", "Jurisdictions", "Transactions With Affiliates", "Amendments", "No Defaults", "Construction", "Enforcements", "Vesting", "Confidentiality", "Waiver Of Jury Trials", "Intellectual Property", "Use Of Proceeds", "Costs", "Litigations", "Change In Control", "Miscellaneous", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "On the Closing Date, the Lead Borrower shall have paid to the Agents and each Lender all fees required to be paid on the Closing Date and all reasonable and documented out-of-pocket expenses required to be reimbursed by the Lead Borrower to the Lenders, the Administrative Agent and the Joint Lead Arrangers in connection with the Transaction, in the case of such expenses to the extent invoiced at least two Business Days prior to the Closing Date.", "references": ["Disclosures", "Capitalization", "Approvals", "Agreements", "Arbitration", "Withholdings", "Further Assurances", "Representations", "Publicity", "Employment", "Submission To Jurisdiction", "Indemnity", "Change In Control", "Disability", "General", "Existence", "Construction", "Entire Agreements", "Amendments", "Anti-Corruption Laws", "Miscellaneous", "Records", "Effective Dates", "No Defaults", "No Waivers", "Payments", "Closings", "Survival", "Titles", "Litigations", "Fees"], "gold": ["Fees"]}
+{"input": "The Lender shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Lender and otherwise in compliance with the terms of Section 5.10 of the Credit Agreement.", "references": ["Interpretations", "Counterparts", "Applicable Laws", "Transactions With Affiliates", "Integration", "Brokers", "Effective Dates", "Vacations", "Consent To Jurisdiction", "Jurisdictions", "Amendments", "Expenses", "Specific Performance", "Authority", "Waivers", "Enforcements", "Arbitration", "Waiver Of Jury Trials", "Vesting", "Terms", "Solvency", "Qualifications", "Approvals", "Sanctions", "Change In Control", "Closings", "Terminations", "Fees", "Benefits", "Enforceability", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement constitutes the entire agreement between BPC and Sanofi Pasteur with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between BPC and Sanofi Pasteur, whether written or oral, with respect to the subject matter hereof.", "references": ["Successors", "Qualifications", "Employment", "Benefits", "Further Assurances", "Vesting", "General", "Vacations", "Survival", "Interpretations", "Books", "Closings", "Duties", "Brokers", "Capitalization", "Agreements", "Use Of Proceeds", "Representations", "Organizations", "Severability", "Solvency", "Disclosures", "Counterparts", "Records", "Cooperation", "Withholdings", "Approvals", "No Defaults", "Litigations", "Submission To Jurisdiction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except as set forth in this Section 13, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of an Option or Stock Purchase Right, only by such holder or a transferee permitted by this Section 13.", "references": ["Powers", "Capitalization", "Survival", "Litigations", "Liens", "Disability", "Insurances", "Interests", "Non-Disparagement", "Waiver Of Jury Trials", "Sales", "Vesting", "Death", "Headings", "Waivers", "Base Salary", "Counterparts", "Authorizations", "Applicable Laws", "Enforceability", "Benefits", "Definitions", "Assigns", "Positions", "Financial Statements", "Forfeitures", "Approvals", "Employment", "Organizations", "Effectiveness", "General"], "gold": ["General"]}
+{"input": "Company and each Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Company and each Subsidiary are engaged, including but not limited to directors and officers insurance coverage at least equal to the Purchase Amount. To Company\u2019s knowledge, such insurance contracts and policies are accurate and complete in all material respects. Neither Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without an increase in cost that would constitute a Material Adverse Effect.", "references": ["Participations", "Taxes", "Intellectual Property", "Miscellaneous", "Agreements", "Brokers", "Titles", "Further Assurances", "Amendments", "Costs", "Definitions", "Organizations", "Consent To Jurisdiction", "Warranties", "Successors", "Powers", "Enforcements", "Expenses", "Vacations", "Severability", "Applicable Laws", "Records", "Entire Agreements", "Employment", "Venues", "Cooperation", "Transactions With Affiliates", "Capitalization", "Change In Control", "Submission To Jurisdiction", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.", "references": ["Taxes", "Confidentiality", "Adjustments", "Change In Control", "Defined Terms", "Indemnity", "Benefits", "Tax Withholdings", "Definitions", "Non-Disparagement", "Miscellaneous", "Death", "Waiver Of Jury Trials", "Intellectual Property", "Costs", "Solvency", "Assignments", "Vacations", "Amendments", "Headings", "Terms", "Positions", "Duties", "Powers", "Releases", "Interpretations", "Base Salary", "Withholdings", "Waivers", "Anti-Corruption Laws", "Survival"], "gold": ["Survival"]}
+{"input": "Subject to Section 7.07, the Borrowers shall use the proceeds of any Borrowing for working capital and any other lawful corporate purposes.", "references": ["Assignments", "Governing Laws", "Interpretations", "Jurisdictions", "Vesting", "Fees", "Taxes", "Entire Agreements", "Non-Disparagement", "Publicity", "Submission To Jurisdiction", "Integration", "Survival", "Indemnifications", "Waiver Of Jury Trials", "Definitions", "Tax Withholdings", "Construction", "Notices", "Compliance With Laws", "Waivers", "Solvency", "Costs", "Consent To Jurisdiction", "Effectiveness", "Vacations", "Capitalization", "Erisa", "Warranties", "Payments", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Surviving Company, the Paying Agent and Buyer shall be entitled to deduct and withhold from any amount otherwise payable pursuant to, or in connection with, this Agreement to any Stockholder, Option Holder or other Person, as the case may be, such amounts as the Surviving Company, the Paying Agent or Buyer is required to deduct and withhold with respect to the making of such payment under any provision of applicable Tax Laws. To the extent that amounts are so withheld by the Surviving Company, the Paying Agent or Buyer, and remitted to the applicable Governmental Entity, such withheld and remitted amounts shall be treated for all purposes of this Agreement as having been paid to such Stockholder, Option Holder or other Person, as the case may be, in respect of which such deduction and withholding was made by the Surviving Company, the Paying Agent or Buyer, as the case may be.", "references": ["Vacations", "Consent To Jurisdiction", "Benefits", "Financial Statements", "Duties", "Brokers", "Closings", "Further Assurances", "Death", "Indemnifications", "Records", "Assignments", "Approvals", "Use Of Proceeds", "General", "Waivers", "Litigations", "Counterparts", "Insurances", "Capitalization", "Compliance With Laws", "Specific Performance", "Notices", "No Conflicts", "Existence", "Expenses", "Solvency", "Representations", "Venues", "Assigns", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Each Secured Party hereby irrevocably appoints and designates the Administrative Agent as the agent of such Secured Party under this Agreement and the other Loan Documents, and each such Secured Party irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Secured Party hereby authorizes the Administrative Agent to enter into or accept all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, including each Security Document and any other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any other agreements or documents. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Administrative Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a)\u00a0act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) manage, supervise or otherwise deal with Collateral; and (d) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. No Secured Party shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Each Secured Party hereby irrevocably appoints and designates the Administrative Agent as the agent of such Secured Party under this Agreement and the Security Documents, and each such Secured Party irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto.", "references": ["Sanctions", "Vacations", "Brokers", "Survival", "Waivers", "Adjustments", "Non-Disparagement", "Effectiveness", "Costs", "Expenses", "Confidentiality", "Releases", "Entire Agreements", "No Waivers", "Titles", "Disability", "Jurisdictions", "Transactions With Affiliates", "Defined Terms", "Modifications", "Terminations", "Tax Withholdings", "Enforcements", "Use Of Proceeds", "Agreements", "Taxes", "Successors", "Records", "Existence", "Amendments", "Authority"], "gold": ["Authority"]}
+{"input": "The Company shall pay to YA Global II SPV, LLC, an affiliate of the lead Buyer (the \u201c Subsidiary Fund \u201d) a monitoring fee in the amount of 2.5% of the Purchase Price of each Closing (collectively, the \u201c Monitoring Fees \u201d) as compensation for the monitoring and managing of the purchase and investments made by the Buyers described.", "references": ["Releases", "No Defaults", "Forfeitures", "Enforceability", "Anti-Corruption Laws", "Approvals", "Venues", "Confidentiality", "No Conflicts", "Interests", "Representations", "Brokers", "Payments", "Indemnity", "Closings", "Jurisdictions", "Severability", "Expenses", "Death", "Intellectual Property", "Insurances", "Headings", "Binding Effects", "Non-Disparagement", "Taxes", "Consents", "Financial Statements", "Arbitration", "Existence", "Specific Performance", "Fees"], "gold": ["Fees"]}
+{"input": "Subject to the last line of Section 6(c) of the Agreement, the Accrued Benefit will be paid in a cash lump sum within 30 days after any termination of employment.", "references": ["Compliance With Laws", "Transactions With Affiliates", "Costs", "Indemnity", "Assigns", "Further Assurances", "Consents", "Adjustments", "Authority", "General", "Authorizations", "Amendments", "Liens", "Publicity", "Arbitration", "Titles", "Disability", "Severability", "Disclosures", "Venues", "Integration", "Construction", "Approvals", "Jurisdictions", "Consent To Jurisdiction", "Binding Effects", "Enforcements", "Intellectual Property", "Use Of Proceeds", "Interpretations", "Payments"], "gold": ["Payments"]}
+{"input": "Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. Neither the waiver by any Party of any term or condition of this Agreement nor the failure on the part of any Party, in one or more instances, to enforce any of the provisions of this Agreement or to exercise any right or privilege, shall be deemed or construed to be a waiver of such term or condition for any similar instance in the future or of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation or agreement.", "references": ["Vacations", "Venues", "Use Of Proceeds", "Submission To Jurisdiction", "Solvency", "Death", "Effectiveness", "Representations", "Forfeitures", "Construction", "Non-Disparagement", "Employment", "Authorizations", "Sanctions", "Enforcements", "Benefits", "Insurances", "Consents", "Disclosures", "Warranties", "Tax Withholdings", "Participations", "Interpretations", "Indemnifications", "Survival", "Applicable Laws", "Financial Statements", "Compliance With Laws", "Agreements", "Duties", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement is made and entered into in the State of California and will be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of laws principles.", "references": ["Sanctions", "Closings", "Modifications", "Venues", "Forfeitures", "Subsidiaries", "Integration", "Costs", "Headings", "No Conflicts", "Capitalization", "Expenses", "Construction", "Organizations", "Records", "Disability", "Use Of Proceeds", "Publicity", "Counterparts", "Entire Agreements", "Binding Effects", "Tax Withholdings", "Taxes", "Participations", "Litigations", "Non-Disparagement", "No Defaults", "Waivers", "Sales", "Assignments", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Reference is hereby made to the Term Loan Agreement for a statement of the terms thereof. All terms used in this Agreement which are defined therein and not otherwise defined herein shall have the same meanings herein as set forth therein.", "references": ["Records", "Assigns", "Publicity", "Terms", "Agreements", "Successors", "Sanctions", "Assignments", "Confidentiality", "Organizations", "Participations", "Brokers", "Closings", "Binding Effects", "Positions", "Specific Performance", "Severability", "Disability", "Transactions With Affiliates", "No Defaults", "Withholdings", "Representations", "Effectiveness", "Compliance With Laws", "Enforceability", "Construction", "Approvals", "Payments", "Miscellaneous", "Headings", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Fourth Amendment may be executed in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or other form of electronic transmission shall be as effective as executing and delivering this Fourth Amendment in the presence of the other parties to this Fourth Amendment.", "references": ["Warranties", "Jurisdictions", "Vacations", "Assignments", "Organizations", "Powers", "Definitions", "Disclosures", "Subsidiaries", "Successors", "Erisa", "Waivers", "Interests", "Publicity", "Cooperation", "Intellectual Property", "Expenses", "Authority", "Releases", "Miscellaneous", "Insurances", "Books", "Vesting", "Base Salary", "Terminations", "Applicable Laws", "Enforceability", "Interpretations", "Qualifications", "Construction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.", "references": ["Integration", "No Defaults", "Costs", "Counterparts", "Successors", "No Waivers", "Indemnity", "Applicable Laws", "Titles", "Subsidiaries", "Powers", "Effectiveness", "Intellectual Property", "Payments", "Taxes", "Base Salary", "Withholdings", "Terms", "Approvals", "Sanctions", "Construction", "Consent To Jurisdiction", "Employment", "Waiver Of Jury Trials", "Indemnifications", "Modifications", "Disability", "Further Assurances", "Change In Control", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Comply with any obligations that it may have under any Anti-Corruption Laws and maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.\u00a0 In the event that the Borrower becomes aware that it is not in compliance with any applicable Sanctions or Anti-Corruption Laws, the Borrower shall notify the Administrative Agent and diligently take all actions required thereunder to become compliant.", "references": ["Assignments", "Consent To Jurisdiction", "Brokers", "Taxes", "Miscellaneous", "No Conflicts", "Vesting", "Remedies", "Qualifications", "Enforceability", "Agreements", "Insurances", "Non-Disparagement", "Entire Agreements", "Releases", "Powers", "Positions", "Jurisdictions", "Terminations", "Authority", "Use Of Proceeds", "Publicity", "Organizations", "Liens", "Interests", "Modifications", "Costs", "Books", "Vacations", "Successors", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "The Company may assign its rights and obligations under the Plan (in whole or in part) to any direct or indirect subsidiary of the Company; provided , however , that no such assignment shall relieve or limit the Company\u2019s obligations hereunder.", "references": ["Qualifications", "Participations", "Payments", "Taxes", "Titles", "Change In Control", "Jurisdictions", "Existence", "Headings", "Submission To Jurisdiction", "Interests", "Governing Laws", "Intellectual Property", "No Conflicts", "Representations", "Disability", "Expenses", "Vacations", "Death", "Entire Agreements", "Positions", "Solvency", "Miscellaneous", "Warranties", "Closings", "Costs", "Modifications", "Indemnity", "Organizations", "Litigations", "Assignments"], "gold": ["Assignments"]}
+{"input": "From time to time, at the reasonable request of the MD Stockholders or the SLP Stockholders and without further consideration, each Management Stockholder shall execute and deliver such additional documents and take all such further action as may be necessary or appropriate to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.", "references": ["Existence", "Tax Withholdings", "Severability", "Consent To Jurisdiction", "Brokers", "Capitalization", "Withholdings", "Benefits", "Positions", "Base Salary", "Warranties", "Expenses", "Publicity", "Compliance With Laws", "Agreements", "Closings", "Interpretations", "Death", "Authorizations", "Headings", "Sanctions", "Venues", "Non-Disparagement", "Use Of Proceeds", "Submission To Jurisdiction", "Successors", "Approvals", "Effective Dates", "Books", "Vesting", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "In the event that the Purchaser, pursuant to Section 2.12 of the Receivables Purchase and Administration Agreement, repurchases Ineligible Receivables and other Purchased Assets from the Administrative Agent (on behalf of the Owners), such Ineligible Receivables and other Purchased Assets shall immediately thereafter be repurchased by Finco from the Purchaser, automatically, and without further action by the Purchaser or Finco, on the same date, for the same amount and on the same terms of the corresponding repurchases by the Purchaser to take place under Section 2.12 of the Receivables Purchase and Administration Agreement. All of the retransfers of Receivables contemplated by this Section 5.01 shall occur without recourse to, and without warranty of any kind deemed to have been made by, the Purchaser, and all representations and warranties are hereby expressly disclaimed. Upon payment of the amounts described in this Section 5.01 , the Purchaser shall assign to Finco all of the Purchaser\u2019s right, title and interest in the Ineligible Receivables and other Purchased Assets, in each case received and released from the Purchaser in accordance with the Receivables Purchase and Administration Agreement, without recourse, representation or warranty.", "references": ["Disability", "Taxes", "Definitions", "Benefits", "Payments", "Interpretations", "Agreements", "Binding Effects", "Indemnifications", "Effective Dates", "No Defaults", "Indemnity", "Remedies", "Subsidiaries", "Enforceability", "Arbitration", "Existence", "Approvals", "Expenses", "Death", "Fees", "Enforcements", "Costs", "Waiver Of Jury Trials", "General", "Interests", "Modifications", "Miscellaneous", "Representations", "Employment", "Warranties"], "gold": ["Warranties"]}
+{"input": "If any provision of this Agreement, or the application thereof, will for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto.", "references": ["Modifications", "Participations", "Agreements", "No Waivers", "Construction", "Titles", "Defined Terms", "No Defaults", "Benefits", "Interpretations", "Entire Agreements", "Notices", "Existence", "Integration", "Amendments", "Indemnifications", "Closings", "Compliance With Laws", "Fees", "Positions", "Base Salary", "Records", "Headings", "Submission To Jurisdiction", "Terminations", "Use Of Proceeds", "Governing Laws", "Withholdings", "Assigns", "Adjustments", "Severability"], "gold": ["Severability"]}
+{"input": "All covenants, agreements, representations and warranties made by the Obligors herein and in the other Loan Documents, and in the certificates or other instruments delivered in connection with or pursuant to this Agreement and the other Loan Documents, shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect so long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or the other Loan Documents is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section\u00a02.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, any assignment or participation pursuant to Section\u00a09.04 (with respect to matters arising prior to such assignment or participation), the repayment of the Loans and the payment of any other obligations under this Agreement or any other Loan Document, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.", "references": ["Assignments", "Waiver Of Jury Trials", "Interests", "Enforcements", "Records", "Existence", "Amendments", "Powers", "Effectiveness", "Headings", "Closings", "Agreements", "Further Assurances", "Litigations", "Liens", "Tax Withholdings", "Modifications", "Definitions", "Titles", "Terms", "Adjustments", "Successors", "Miscellaneous", "Waivers", "Fees", "Cooperation", "Arbitration", "Releases", "Indemnifications", "Sanctions", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.\u00a0 In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a \u201c.pdf\u201d format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or \u201c.pdf\u201d signature page were an original thereof.", "references": ["Amendments", "Records", "Confidentiality", "Titles", "Integration", "Arbitration", "Duties", "Participations", "Litigations", "Taxes", "Entire Agreements", "Disclosures", "Successors", "Adjustments", "Expenses", "Positions", "Change In Control", "Enforcements", "Notices", "Intellectual Property", "Payments", "Interpretations", "Assigns", "Closings", "Defined Terms", "Applicable Laws", "Use Of Proceeds", "Venues", "Forfeitures", "Liens", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each of the Lenders irrevocably appoints Wells Fargo Bank, National Association to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents to which the Administrative Agent is a party and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof. The provisions of this Section 9 are solely for the benefit of the Administrative Agent and the Lenders and neither the Borrower nor any other Loan Party have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term \u201cagent\u201d herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.", "references": ["Arbitration", "Defined Terms", "Survival", "Erisa", "Headings", "Integration", "Indemnity", "No Conflicts", "Benefits", "Assignments", "Construction", "Remedies", "Payments", "Submission To Jurisdiction", "Existence", "Titles", "Taxes", "Costs", "Records", "Subsidiaries", "Insurances", "Effectiveness", "Publicity", "Warranties", "Applicable Laws", "Employment", "Indemnifications", "Terminations", "Use Of Proceeds", "Financial Statements", "Authority"], "gold": ["Authority"]}
+{"input": "Tenant shall have the right from time to time during the Term to make Alterations in or to the Improvements, subject in all cases to the further provisions of this Section 8 and to all other applicable provisions of this Lease [[* , including, but not limited to Section 23, which shall govern the replacement of any UST. *]] All Alterations shall be made and completed in a good and workmanlike manner, in accordance with all Legal Requirements and Insurance Requirements, and at Tenant\u2019s cost and expense. Before any Alterations are begun, Tenant shall procure, at its expense, all necessary licenses, permits, approvals and authorizations from all Governmental Authorities and shall, on demand, deliver photocopies thereof to Landlord. Upon Tenant\u2019s request, Landlord shall join in the application for such licenses, permits, approvals and authorizations whenever such action is necessary, at no cost to Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall not be permitted to install any underground storage tank during the Term without Landlord\u2019s prior written consent, which Landlord may grant or withhold in its sole and absolute discretion, and any above ground storage tanks installed during the Term shall include secondary containment sufficient to prevent spills, overfills or tank ruptures from causing a Hazardous Materials release.", "references": ["Interests", "Expenses", "Capitalization", "Books", "Anti-Corruption Laws", "Enforcements", "Closings", "Governing Laws", "Counterparts", "Amendments", "Tax Withholdings", "Titles", "Compliance With Laws", "Intellectual Property", "Litigations", "Notices", "Applicable Laws", "Interpretations", "Venues", "Organizations", "Taxes", "Survival", "Change In Control", "Vesting", "Enforceability", "Successors", "Jurisdictions", "Consent To Jurisdiction", "Authorizations", "Transactions With Affiliates", "General"], "gold": ["General"]}
+{"input": "In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participation in such Offering, including, without limitation, the Offering at its cost of \"tombstone\" advertisements in financial and other newspapers and journals.", "references": ["Venues", "Books", "Duties", "Indemnifications", "Entire Agreements", "Change In Control", "No Waivers", "Costs", "Base Salary", "Definitions", "Use Of Proceeds", "Integration", "Financial Statements", "Counterparts", "Governing Laws", "Releases", "Disability", "Disclosures", "Benefits", "Anti-Corruption Laws", "Indemnity", "Records", "Interests", "Consents", "Titles", "Amendments", "Defined Terms", "Capitalization", "Solvency", "Survival", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement, together with the other agreements and instruments referred to herein, constitutes the entire agreement of the Parties relating to the matters contained herein, superseding as of the Effective Date all prior contracts or agreements (including the Original Omnibus Agreement), whether oral or written, relating to the matters contained herein. For avoidance of doubt the Eleventh Amended and Restated Omnibus Agreement, effective as of January 1, 2015, shall remain in full force and effect with respect to any event, act or omission occurring before January 1, 2015.", "references": ["Indemnifications", "Positions", "Terminations", "Counterparts", "Construction", "Insurances", "Taxes", "Severability", "Costs", "Definitions", "Survival", "Submission To Jurisdiction", "Closings", "Payments", "Brokers", "Existence", "Consents", "Anti-Corruption Laws", "Duties", "Powers", "Intellectual Property", "Specific Performance", "Change In Control", "Arbitration", "Forfeitures", "No Defaults", "Venues", "Notices", "Capitalization", "Financial Statements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any dispute or controversy arising under or in connection with this Plan shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator\u2019s award in any court having jurisdiction; provided, however, that the Employee shall be entitled to seek specific performance of his or her right to be paid until the Separation Date during the pendency of any dispute or controversy arising under or in connection with this Plan. Any such arbitration shall be held in Houston, Texas.", "references": ["Governing Laws", "Further Assurances", "Solvency", "Survival", "Successors", "Headings", "Approvals", "General", "Payments", "Defined Terms", "Sanctions", "Remedies", "Base Salary", "Miscellaneous", "Records", "Liens", "Enforcements", "Closings", "Definitions", "Costs", "Venues", "Enforceability", "Agreements", "Terms", "Compliance With Laws", "Severability", "Non-Disparagement", "Indemnity", "Death", "Positions", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement and the other terms applicable to RSUs granted under the Plan embody the entire agreement and understanding between the Company and you with respect to the RSUs, and there are no representations, promises, covenants, agreements or understandings with respect to the RSUs other than those expressly set forth in this Agreement and the Plan. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan, a copy of which may be obtained from the office of the Secretary of the Company.", "references": ["Defined Terms", "Indemnity", "Enforcements", "Withholdings", "Headings", "No Conflicts", "No Waivers", "Liens", "Transactions With Affiliates", "Use Of Proceeds", "Applicable Laws", "Disclosures", "Integration", "Benefits", "Vacations", "Enforceability", "Subsidiaries", "Counterparts", "Participations", "Arbitration", "Representations", "Powers", "Venues", "Terminations", "Miscellaneous", "Forfeitures", "Books", "Brokers", "Authority", "Adjustments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "In accordance with Section\u00a018-801 of the Act, and the provisions therein permitting this Agreement to specify the events of Company\u2019s dissolution, Company shall be dissolved and the affairs of Company wound up upon the occurrence of any of the following events: (a)\u00a0the entry of a decree of judicial dissolution under Section\u00a018-802 of the Act; and (b)\u00a0the election by the Board by Major Decision, to dissolve Company. Member hereby irrevocably waives any and all rights it may have to obtain a dissolution of Company in any way other than as specified above.", "references": ["Duties", "Agreements", "Disability", "Sales", "Withholdings", "Sanctions", "Consents", "Use Of Proceeds", "Authority", "Submission To Jurisdiction", "Enforcements", "Survival", "Subsidiaries", "Death", "Representations", "Waiver Of Jury Trials", "Authorizations", "Financial Statements", "Change In Control", "Vesting", "Assignments", "Solvency", "Costs", "Cooperation", "Employment", "Modifications", "Definitions", "Remedies", "Forfeitures", "Expenses", "Terminations"], "gold": ["Terminations"]}
+{"input": "Borrower shall not, directly or indirectly, effect any transaction with any Affiliate on a basis less favorable to Borrower than would be the case if such transaction had been effected with a Person not an Affiliate, except for (a) transactions permitted by this Agreement and (b) transactions between Borrower and its Affiliates under the transfer pricing policies in effect at the time; provided that in no event shall Borrower enter into any lease with any Affiliate.", "references": ["Miscellaneous", "Defined Terms", "General", "Severability", "Waivers", "Withholdings", "Death", "Enforcements", "Use Of Proceeds", "Sanctions", "Organizations", "Remedies", "Counterparts", "Cooperation", "Indemnity", "No Waivers", "Binding Effects", "Effective Dates", "Vesting", "Applicable Laws", "Disability", "Fees", "Books", "Interpretations", "Insurances", "Confidentiality", "Arbitration", "Litigations", "Employment", "Base Salary", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Executive\u2019s duties under this Agreement shall include all ordinary and reasonable duties customarily performed by the President and Chief Executive Officer of a commercial banking institution in California, subject to the powers by law vested in the Boards of Directors of the Bank and CVB. As such, Executive shall oversee all operational aspects of the business and activities of the Company. Executive shall render his services to the Company and shall exercise such corporate responsibilities as Executive may be directed by the Boards of Directors. Executive shall report solely to the Boards of Directors of the Bank and CVB, and shall perform his duties faithfully, diligently and to the best of his ability, consistent with the highest and best standards of the banking industry and in compliance with applicable laws.", "references": ["Tax Withholdings", "Erisa", "Approvals", "Miscellaneous", "Binding Effects", "Vacations", "Taxes", "Remedies", "Withholdings", "Transactions With Affiliates", "Solvency", "Severability", "Interpretations", "Insurances", "Terminations", "Positions", "Anti-Corruption Laws", "Arbitration", "Terms", "Employment", "Headings", "Confidentiality", "Specific Performance", "Participations", "Subsidiaries", "Base Salary", "Venues", "Definitions", "Capitalization", "Forfeitures", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement shall be interpreted under, subject to, and governed by the substantive laws of the State of Maine, without giving effect to provisions thereof regarding conflict of laws.", "references": ["Warranties", "Participations", "Withholdings", "Enforceability", "Tax Withholdings", "Publicity", "Transactions With Affiliates", "Subsidiaries", "Miscellaneous", "Headings", "Survival", "Approvals", "Effective Dates", "Amendments", "Costs", "Entire Agreements", "Integration", "Confidentiality", "Jurisdictions", "Waiver Of Jury Trials", "Adjustments", "Death", "Insurances", "Interpretations", "Expenses", "Liens", "Enforcements", "Binding Effects", "Submission To Jurisdiction", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "As of the time when each of its Accounts arises, each Assignor shall be deemed to have represented and warranted that each such Account, and all of Assignor\u2019s records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i)\u00a0will, to the knowledge of such Assignor, represent the genuine, legal, valid and binding obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale, lease, assignment or other disposition and delivery of the property listed therein, or both, (ii)\u00a0will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true and valid obligations, enforceable in accordance with their respective terms, and (iv)\u00a0will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.", "references": ["Litigations", "Successors", "Consent To Jurisdiction", "Cooperation", "Terms", "Adjustments", "General", "Titles", "Venues", "Authorizations", "Confidentiality", "Waivers", "Organizations", "Employment", "Governing Laws", "No Waivers", "Withholdings", "Submission To Jurisdiction", "Qualifications", "Waiver Of Jury Trials", "Further Assurances", "Representations", "Closings", "Headings", "Expenses", "Integration", "Indemnifications", "Vesting", "Effectiveness", "Enforceability", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Escrow Agreement shall be construed in accordance with and shall be governed by the laws of the state in which the Escrow Agent maintains its principal place of business.", "references": ["Agreements", "Integration", "Successors", "Consents", "Benefits", "Vacations", "Jurisdictions", "Powers", "Anti-Corruption Laws", "Erisa", "Releases", "Further Assurances", "Governing Laws", "Existence", "Specific Performance", "Non-Disparagement", "General", "Definitions", "Sales", "Solvency", "Records", "Modifications", "Interpretations", "Taxes", "Severability", "Closings", "Death", "No Waivers", "Cooperation", "Authority", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward Purchase Securities and the securities issuable upon exercise of the Forward Purchase Warrants.", "references": ["Titles", "Cooperation", "Assignments", "Withholdings", "Closings", "Jurisdictions", "Death", "Integration", "Employment", "Enforceability", "Effective Dates", "No Waivers", "Effectiveness", "Base Salary", "Interpretations", "Forfeitures", "Duties", "Confidentiality", "Survival", "Interests", "Disability", "Warranties", "Benefits", "Financial Statements", "Defined Terms", "Consents", "No Defaults", "Erisa", "Taxes", "Change In Control", "Expenses"], "gold": ["Expenses"]}
+{"input": "Maintain with financially sound and reputable insurance companies, 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 (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Parent and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons.", "references": ["Non-Disparagement", "Interpretations", "Confidentiality", "Publicity", "Agreements", "No Waivers", "Releases", "Base Salary", "General", "Compliance With Laws", "Closings", "Submission To Jurisdiction", "Liens", "Costs", "Terminations", "No Conflicts", "Payments", "Enforcements", "Representations", "Change In Control", "Expenses", "Anti-Corruption Laws", "Specific Performance", "Amendments", "Consents", "Tax Withholdings", "Books", "Disclosures", "Vesting", "Powers", "Insurances"], "gold": ["Insurances"]}
+{"input": "If any Property is damaged or destroyed, in whole or in part, by fire or other casualty (a \" Casualty \"), Borrowers shall give prompt notice thereof to Lender.\u00a0 Following the occurrence of a Casualty, Borrowers, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the affected Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction.", "references": ["Effective Dates", "Defined Terms", "Liens", "Governing Laws", "Authority", "Taxes", "Terminations", "Capitalization", "Definitions", "No Waivers", "Remedies", "Assigns", "Solvency", "Payments", "Enforcements", "Effectiveness", "Authorizations", "No Conflicts", "Amendments", "Duties", "Waivers", "Sales", "Sanctions", "Financial Statements", "Indemnity", "Construction", "Modifications", "Powers", "Interpretations", "Headings", "Notices"], "gold": ["Notices"]}
+{"input": "Each Lender hereby irrevocably appoints and authorizes Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to Agent by the terms thereof, together with all such powers as are reasonably incidental thereto. Subject to the terms of Section\u00a011.16 and to the terms of the other Financing Documents, Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents on behalf of Lenders. The provisions of this Article\u00a011 are solely for the benefit of Agent and Lenders and neither any Borrower nor any other Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof (other than as expressly provided herein). In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Borrower or any other Credit Party. Agent may perform any of its duties hereunder, or under the Financing Documents, by or through its agents, servicers, trustees, investment managers or employees.", "references": ["Tax Withholdings", "Existence", "Construction", "Survival", "Arbitration", "Sanctions", "Use Of Proceeds", "Counterparts", "Base Salary", "Organizations", "Effective Dates", "Applicable Laws", "Consent To Jurisdiction", "Jurisdictions", "Solvency", "Records", "Enforceability", "Erisa", "Benefits", "Venues", "Interpretations", "Effectiveness", "Positions", "Powers", "Death", "Amendments", "Binding Effects", "Capitalization", "Non-Disparagement", "Litigations", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Schedule 8.5 is a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower\u2019s Subsidiaries and other Affiliates. Each Subsidiary is (a)\u00a0duly incorporated and organized and validly existing in good standing under the laws of its state of incorporation set forth on Schedule 8.5 , and (b)\u00a0qualified to do business as a foreign corporation and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a material adverse effect on any such Subsidiary\u2019s business, operations, prospects, property, or condition (financial or otherwise) and (c)\u00a0has all requisite power and authority to conduct its business and own its property.", "references": ["Organizations", "Duties", "No Defaults", "Expenses", "Base Salary", "Records", "Consents", "Assignments", "Enforcements", "Financial Statements", "Withholdings", "Change In Control", "Vesting", "Taxes", "Brokers", "Effectiveness", "No Waivers", "Adjustments", "Miscellaneous", "Transactions With Affiliates", "Anti-Corruption Laws", "Use Of Proceeds", "Fees", "Confidentiality", "Interpretations", "Specific Performance", "Liens", "Enforceability", "Non-Disparagement", "Titles", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "(a) Payments Free of Taxes . Any and all payments by or on behalf of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith of the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01(a) ) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made.", "references": ["No Conflicts", "Powers", "Effective Dates", "Financial Statements", "Interpretations", "Intellectual Property", "Benefits", "Successors", "Headings", "Subsidiaries", "Costs", "Agreements", "Assignments", "Submission To Jurisdiction", "Indemnity", "Warranties", "Consents", "Compliance With Laws", "No Defaults", "Severability", "Non-Disparagement", "Insurances", "Approvals", "Records", "Base Salary", "No Waivers", "Use Of Proceeds", "Assigns", "Venues", "Organizations", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except as set forth on Schedule\u00a08.4 , there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.", "references": ["Authorizations", "Vesting", "Base Salary", "Use Of Proceeds", "Amendments", "Closings", "Publicity", "Authority", "Submission To Jurisdiction", "Counterparts", "Agreements", "Taxes", "Costs", "Confidentiality", "Forfeitures", "Expenses", "No Conflicts", "Defined Terms", "Tax Withholdings", "Indemnifications", "Qualifications", "Consent To Jurisdiction", "Positions", "Transactions With Affiliates", "Assignments", "Representations", "Sanctions", "Brokers", "Solvency", "Vacations", "Litigations"], "gold": ["Litigations"]}
+{"input": "All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof, and shall continue in full force and effect until all Obligations have been paid in full, there exists no commitment by Secured Party which could give rise to any Obligations. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. In the event that Secured Party assigns this Agreement and/or its security interest in the Collateral, such assignment shall be binding upon and recognized by the Pledgor. All covenants, agreements, representations and warranties by or on behalf of the Pledgor or the Company which are contained in this Agreement shall inure to the benefit of Secured Party, its successors and assigns. Neither the Pledgor, nor the Company, may assign this Agreement or delegate any of their respective rights or obligations hereunder, without the prior written consent of Secured Party, which consent may be withheld in Secured Party\u2019s sole and absolute discretion.", "references": ["Submission To Jurisdiction", "Closings", "Disability", "No Waivers", "Binding Effects", "Effectiveness", "Duties", "Tax Withholdings", "Adjustments", "Positions", "Construction", "General", "Use Of Proceeds", "No Defaults", "Erisa", "Authority", "Taxes", "Powers", "Books", "Enforcements", "Subsidiaries", "Indemnifications", "Employment", "Terms", "Warranties", "Applicable Laws", "Litigations", "Publicity", "Expenses", "Jurisdictions", "Assigns"], "gold": ["Assigns"]}
+{"input": "The Executive's employment hereunder shall commence on April 26, 2016, or such other date as may be mutually agreed between the Parties (the \" Effective \") and end on the date the Executive's employment is terminated pursuant to Section 4 hereof (the \" Employment Period \"). During the Employment Period, the Executive will devote his full business time and use his best efforts to advance the business and welfare of the Company and its subsidiaries and affiliates and will not engage in (i) any other employment or business activities, or (ii) any other activities for any direct or indirect remuneration that would be harmful or detrimental to the business and affairs of the Company or that would reasonably be expected to interfere with his duties hereunder. The foregoing, however, shall not preclude the Executive from serving on civic or charitable boards or committees, managing personal investments, or engaging in such other activities as the Board of Directors of the Company or its equivalent (such entity, the \" Board \") or the Chief Executive Officer of Forterra Pipe and Precast LLC (the \" CEO \") may approve from time to time, so long as such activities do not interfere with the performance of the Executive's responsibilities hereunder.", "references": ["Modifications", "Erisa", "Vacations", "Anti-Corruption Laws", "Forfeitures", "Effectiveness", "Withholdings", "Payments", "Specific Performance", "Enforcements", "General", "Existence", "Duties", "Organizations", "Expenses", "Effective Dates", "Intellectual Property", "Waivers", "Notices", "Interpretations", "Enforceability", "Change In Control", "Fees", "Successors", "Indemnifications", "Sanctions", "Counterparts", "Interests", "Consents", "Indemnity", "Employment"], "gold": ["Employment"]}
+{"input": "The provisions of the Plan shall be construed in accordance with the laws of the State of California, without regard to the conflict of law provisions of any state to the extent not preempted by federal law.\u00a0 To the extent permitted by applicable law, any action, demand, claim or counterclaim arising under this Plan shall be tried by a judge alone, and not by a civil jury.", "references": ["Insurances", "Vesting", "Tax Withholdings", "Use Of Proceeds", "Books", "Sanctions", "Amendments", "Compliance With Laws", "Agreements", "Submission To Jurisdiction", "Closings", "Severability", "Expenses", "Anti-Corruption Laws", "Effective Dates", "Entire Agreements", "Positions", "Financial Statements", "Indemnity", "Governing Laws", "Sales", "Withholdings", "Defined Terms", "Benefits", "Modifications", "Participations", "Representations", "Successors", "Non-Disparagement", "Transactions With Affiliates", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement shall become effective and binding upon each of the Parties upon execution and delivery by (a)\u00a0each of the Company Parties, (b)\u00a0beneficial holders (or investment advisors or managers executing and delivering this Agreement for such beneficial holders) of at least two-thirds (2/3) of the aggregate principal amount of First Lien Secured Notes Claims, (c)\u00a0beneficial holders (or investment advisors or managers executing and delivering this Agreement for such beneficial holders) of at least two-thirds (2/3) of the aggregate principal amount of 5.50% Convertible Notes Claims, and (d)\u00a0beneficial holders (or investment advisors or managers executing and delivering this Agreement for such beneficial holders) of at least two-thirds (2/3) of the aggregate principal amount of 6.50% Convertible Notes Claims, of duly executed signature pages\u00a0for this Agreement to counsel to each other Party (such date, the \u201c Agreement Effective Date \u201d).\u00a0 With respect to any Supporting Noteholder that becomes a Party by executing and delivering a Transferee Joinder Agreement (as defined below) after the Agreement Effective Date, this Agreement shall become effective and binding upon such Supporting Noteholder at the time such Transferee Joinder Agreement is executed and delivered to counsel to the Company, the Ad Hoc Secured Noteholder Committee and the Ad Hoc Convertible Noteholder Committee.", "references": ["Costs", "Integration", "Effective Dates", "Binding Effects", "Headings", "Benefits", "Construction", "Assigns", "Powers", "Capitalization", "Litigations", "Anti-Corruption Laws", "Representations", "Qualifications", "Assignments", "Sales", "Waivers", "Releases", "General", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Indemnifications", "Vesting", "Enforceability", "Jurisdictions", "Terms", "Remedies", "No Defaults", "Authorizations", "Insurances", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in New York, New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 9.1 shall be deemed effective service of process on such party. Each party hereto (including its affiliates, agents, officers, directors and employees) hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.", "references": ["Duties", "Miscellaneous", "Records", "Vesting", "Venues", "Integration", "Base Salary", "Counterparts", "Terminations", "Indemnity", "Non-Disparagement", "Assigns", "Withholdings", "Binding Effects", "Positions", "Indemnifications", "Erisa", "Effectiveness", "Amendments", "Disability", "No Waivers", "Cooperation", "Terms", "Liens", "Submission To Jurisdiction", "Powers", "Benefits", "Expenses", "Survival", "Anti-Corruption Laws", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar law affecting creditors\u2019 rights generally or general principles of equity.", "references": ["Publicity", "Powers", "Assignments", "Sales", "Consent To Jurisdiction", "Compliance With Laws", "Definitions", "Representations", "Confidentiality", "Duties", "Releases", "Severability", "Disclosures", "Specific Performance", "Closings", "Non-Disparagement", "Use Of Proceeds", "Capitalization", "Effectiveness", "Cooperation", "Defined Terms", "Subsidiaries", "Vacations", "Employment", "Solvency", "Benefits", "Liens", "Withholdings", "Authorizations", "Death", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Such Loan Party will not, and will not permit any of its Subsidiaries to, enter into any arrangement whereby such Person shall, directly or indirectly, sell or transfer any Property to another Person and, as part of such transaction, such Person shall then or thereafter rent or lease as lessee from such other Person such Property or any part thereof or other Property which such Person intends to use for substantially the same purpose or purposes as the Property sold or transferred, except Permitted Sale-Leaseback Transactions.", "references": ["No Conflicts", "Waivers", "Indemnity", "Financial Statements", "Modifications", "Survival", "Applicable Laws", "Defined Terms", "Adjustments", "Counterparts", "Transactions With Affiliates", "Forfeitures", "No Defaults", "Capitalization", "Agreements", "Binding Effects", "Miscellaneous", "Death", "Withholdings", "Powers", "Indemnifications", "Approvals", "Entire Agreements", "Definitions", "Brokers", "Successors", "Integration", "Employment", "Payments", "Liens", "Sales"], "gold": ["Sales"]}
+{"input": "By accepting the Option, Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the exercise of the Option, the receipt of any dividends and the sale of Shares acquired under the Plan.", "references": ["Effective Dates", "Terminations", "Fees", "Transactions With Affiliates", "Publicity", "No Waivers", "Releases", "Successors", "Interpretations", "Subsidiaries", "Indemnifications", "Sales", "Participations", "Submission To Jurisdiction", "Tax Withholdings", "No Defaults", "Cooperation", "Adjustments", "Records", "Severability", "Litigations", "Approvals", "General", "Counterparts", "Vesting", "Enforceability", "Assigns", "Titles", "Enforcements", "Intellectual Property", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "A monthly salary of $50,000.00, payable semi-monthly in cash for so long as Executive is employed by the Company. This amount may be increased or decreased by the Board of Directors from time to time, but may not be decreased from this base level, or any future increased level, without Executive's express written approval.", "references": ["Enforcements", "Disability", "Governing Laws", "Forfeitures", "Positions", "Further Assurances", "Capitalization", "Counterparts", "Releases", "Approvals", "Insurances", "No Waivers", "Survival", "Arbitration", "Assigns", "Disclosures", "Authorizations", "Employment", "Entire Agreements", "Publicity", "No Conflicts", "Agreements", "Books", "Change In Control", "Litigations", "Terminations", "Participations", "Erisa", "Headings", "Non-Disparagement", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this section). Each Party shall deliver all notices by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Notwithstanding the foregoing, for the purposes of 0 , 0 , 0 , notice given by facsimile or e-mail (with confirmation of transmission) will satisfy the requirements of this 0 . Except as otherwise provided in this Agreement, a notice is effective only (a)\u00a0on receipt by the receiving Party, and (b)\u00a0if the Party giving the notice has complied with the requirements of this 0 .", "references": ["Severability", "Defined Terms", "Records", "Compliance With Laws", "Effective Dates", "No Conflicts", "Sales", "Definitions", "Confidentiality", "Interests", "Erisa", "Expenses", "Successors", "Benefits", "Headings", "Waiver Of Jury Trials", "Specific Performance", "Change In Control", "Binding Effects", "Fees", "Tax Withholdings", "Subsidiaries", "Disclosures", "Miscellaneous", "Base Salary", "Indemnity", "Construction", "Publicity", "Transactions With Affiliates", "Assigns", "Notices"], "gold": ["Notices"]}
+{"input": "All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.", "references": ["Consent To Jurisdiction", "Vacations", "Publicity", "Waivers", "Construction", "Governing Laws", "Powers", "Representations", "Consents", "Effectiveness", "Subsidiaries", "Records", "Solvency", "Modifications", "Indemnity", "Organizations", "Assigns", "Submission To Jurisdiction", "Warranties", "Litigations", "Waiver Of Jury Trials", "Survival", "Non-Disparagement", "Transactions With Affiliates", "Brokers", "Tax Withholdings", "Titles", "Death", "Intellectual Property", "Interpretations", "Notices"], "gold": ["Notices"]}
+{"input": "Except as described in the Memorandum or on Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as described on Schedule 3.1(j) , since March 31, 2018, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission or any state securities administrator involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Interpretations", "Releases", "Death", "Headings", "Sanctions", "Tax Withholdings", "Arbitration", "Integration", "Taxes", "Modifications", "Anti-Corruption Laws", "Venues", "Notices", "Organizations", "Indemnity", "General", "Severability", "Adjustments", "Waivers", "Authority", "Interests", "Enforceability", "Positions", "Construction", "Enforcements", "Remedies", "Forfeitures", "Erisa", "Disclosures", "Defined Terms", "Litigations"], "gold": ["Litigations"]}
+{"input": "During Suspension of Benefits . If a Participant dies while benefit payments are suspended, benefit payments to the Surviving Spouse or other Beneficiary shall be determined as if the Participant had ceased employment the day before death. If the Participant had begun receiving benefit payments before the suspension of benefit payments, payment to the Surviving Spouse or other Beneficiary shall be made in the manner required under the form of benefit payment the Participant elected before the suspension. If the benefit payments had been paid as a\u00a0Single Life Annuity, the Surviving Spouse or other Beneficiary shall receive a lump-sum payment in the amount of the\u00a0sum of the benefit payments suspended before the Participant died. If benefit payments had not begun before the suspension of\u00a0benefits, the Surviving Spouse shall receive benefit payments under the death benefit or the QPSA.", "references": ["Interests", "Releases", "Authorizations", "Liens", "Costs", "Intellectual Property", "Use Of Proceeds", "Warranties", "Effectiveness", "Erisa", "Integration", "Records", "Financial Statements", "Sales", "Vesting", "Authority", "No Conflicts", "Publicity", "Applicable Laws", "Submission To Jurisdiction", "Duties", "Brokers", "Change In Control", "Insurances", "Waivers", "Sanctions", "Compliance With Laws", "Governing Laws", "General", "Interpretations", "Death"], "gold": ["Death"]}
+{"input": "At all times from the Effective Date through that date which is three (3) years after the termination or expiration of this Agreement, each of Customer and Manufacturer will maintain product liability insurance (or self-insurance), which is reasonable and customary in the USA pharmaceutical industry for companies of comparable size, provided that in no event shall the product liability insurance amounts be less than $[****] per occurrence and $[****] in the aggregate limit of liability per year. Each Party shall provide written proof of such insurance to the other Party upon request by such other Party.", "references": ["Specific Performance", "Non-Disparagement", "Liens", "Governing Laws", "Litigations", "Tax Withholdings", "Miscellaneous", "Terminations", "Payments", "Duties", "Death", "Disclosures", "Interests", "Subsidiaries", "Adjustments", "Modifications", "Successors", "Vacations", "General", "Anti-Corruption Laws", "Base Salary", "Publicity", "Remedies", "Compliance With Laws", "Counterparts", "Assigns", "Enforcements", "Closings", "Records", "Organizations", "Insurances"], "gold": ["Insurances"]}
+{"input": "Unless the context otherwise requires, as used in this Schedule I-B , (a) references to Articles and Section refer to the Articles and Sections of this Schedule I-B and (b) capitalized terms not otherwise defined in this Schedule I-B have the meanings given to such terms in the Agreement.", "references": ["Liens", "Survival", "No Waivers", "Intellectual Property", "Records", "Books", "Construction", "Arbitration", "Approvals", "Indemnifications", "Terms", "Non-Disparagement", "Closings", "Transactions With Affiliates", "Authority", "Titles", "Employment", "Binding Effects", "Financial Statements", "Tax Withholdings", "Defined Terms", "Publicity", "Representations", "Interests", "Definitions", "Effectiveness", "Disability", "Taxes", "Death", "Miscellaneous", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or Executive\u2019s rights hereunder on any occasion or series of occasions.", "references": ["Financial Statements", "Jurisdictions", "Benefits", "Tax Withholdings", "Capitalization", "Releases", "Intellectual Property", "Duties", "Integration", "Effective Dates", "Sales", "Powers", "Employment", "Governing Laws", "Change In Control", "Specific Performance", "Closings", "Assigns", "Records", "Enforcements", "Remedies", "Sanctions", "Erisa", "Insurances", "Vesting", "Brokers", "Assignments", "Severability", "Enforceability", "No Waivers", "Waivers"], "gold": ["Waivers"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Non-Disparagement", "Base Salary", "Subsidiaries", "Tax Withholdings", "Specific Performance", "Binding Effects", "Capitalization", "Applicable Laws", "Consents", "Brokers", "Compliance With Laws", "Warranties", "Entire Agreements", "Forfeitures", "Insurances", "Severability", "Fees", "Solvency", "Assigns", "Defined Terms", "Interpretations", "Representations", "Governing Laws", "Anti-Corruption Laws", "Litigations", "Confidentiality", "Expenses", "Indemnity", "Withholdings", "Death", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral with an aggregate value of $1,000,000 or more, with the priority required by the applicable Collateral Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Lender\u2019s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Agreement, and in each case the foregoing is not cured within five (5) Business Days of the earlier of notice to Borrower thereof or an officer of a Loan Party having actual knowledge thereof.", "references": ["Interests", "Tax Withholdings", "Defined Terms", "Remedies", "Erisa", "Compliance With Laws", "Governing Laws", "Sanctions", "Insurances", "No Waivers", "Waivers", "Base Salary", "Warranties", "Powers", "Financial Statements", "Waiver Of Jury Trials", "Participations", "Non-Disparagement", "Venues", "Existence", "Death", "Specific Performance", "Forfeitures", "Effectiveness", "Use Of Proceeds", "Solvency", "Counterparts", "Costs", "Qualifications", "Assignments", "Liens"], "gold": ["Liens"]}
+{"input": "Employee\u2019s health insurance benefits shall cease on the last day of May 2018, subject to Employee\u2019s right to continue her health insurance under COBRA. Employee\u2019s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of bonuses, vacation, and paid time off, ceased as of the Termination Date.", "references": ["Remedies", "No Conflicts", "Compliance With Laws", "Capitalization", "Assigns", "Specific Performance", "Anti-Corruption Laws", "Integration", "Taxes", "Severability", "Powers", "Indemnity", "Costs", "Vacations", "Litigations", "Further Assurances", "Submission To Jurisdiction", "Counterparts", "Governing Laws", "Payments", "Non-Disparagement", "Records", "Interpretations", "Vesting", "Confidentiality", "Participations", "Employment", "Enforceability", "Erisa", "General", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Agreement shall be governed by the internal law of the State of Illinois.", "references": ["No Waivers", "Authority", "Arbitration", "Solvency", "Entire Agreements", "Compliance With Laws", "Transactions With Affiliates", "Waiver Of Jury Trials", "Base Salary", "Benefits", "Records", "Construction", "Taxes", "Closings", "Terms", "Representations", "Binding Effects", "Vesting", "Headings", "Withholdings", "Agreements", "Assignments", "Existence", "Survival", "Amendments", "Payments", "Submission To Jurisdiction", "Qualifications", "Consent To Jurisdiction", "Tax Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Immediately prior to and after the consummation of the transactions to occur as of the initial Credit Extension Date, prior to and immediately following the making of each Credit Extension on the initial Credit Extension Date, and prior to and after giving effect to the application of the proceeds of such Credit Extensions: (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at fair valuation, will exceed the debts and liabilities, subordinated, contingent, or otherwise, of the Borrower and its Subsidiaries on a consolidated basis, (ii) the present fair saleable value of the Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the Closing Date and after the initial Credit Extension Date.", "references": ["Further Assurances", "Venues", "Interests", "Releases", "Terms", "Warranties", "Assignments", "Tax Withholdings", "No Conflicts", "Interpretations", "Disability", "Costs", "General", "Brokers", "Authority", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Sales", "Enforceability", "Counterparts", "Enforcements", "Liens", "Sanctions", "Transactions With Affiliates", "Cooperation", "Vesting", "Litigations", "Disclosures", "Employment", "Remedies", "Solvency"], "gold": ["Solvency"]}
+{"input": "The provisions of this Article 5 shall survive expiration or termination of this Agreement.", "references": ["Successors", "Erisa", "Authorizations", "Headings", "Costs", "Specific Performance", "Transactions With Affiliates", "Vacations", "Withholdings", "Records", "Benefits", "General", "Terminations", "Liens", "Arbitration", "Taxes", "Forfeitures", "Sanctions", "Defined Terms", "No Conflicts", "Counterparts", "Positions", "Brokers", "Binding Effects", "Organizations", "Confidentiality", "No Waivers", "Representations", "Jurisdictions", "Death", "Survival"], "gold": ["Survival"]}
+{"input": "All representations and warranties made hereunder, and in any document, certificate or statement delivered pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement.", "references": ["Qualifications", "Indemnity", "Interests", "Entire Agreements", "Defined Terms", "No Waivers", "Vacations", "Use Of Proceeds", "Transactions With Affiliates", "Modifications", "Enforcements", "Sales", "Existence", "Approvals", "Venues", "Jurisdictions", "Tax Withholdings", "Adjustments", "Vesting", "Taxes", "Death", "Records", "Applicable Laws", "Terminations", "Fees", "Expenses", "Duties", "Terms", "Waiver Of Jury Trials", "Effectiveness", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company or the Employer (as applicable) for its senior executive officers, including appropriate limousine service. The Company and the Employer shall reimburse the Executive for the reasonable costs of club memberships up to an amount of $20,000 yearly.", "references": ["Authorizations", "Warranties", "Enforceability", "Brokers", "No Waivers", "Enforcements", "Consent To Jurisdiction", "Benefits", "Vesting", "Interests", "Consents", "Non-Disparagement", "Survival", "Binding Effects", "No Defaults", "Forfeitures", "Death", "Withholdings", "Effectiveness", "Miscellaneous", "Construction", "Entire Agreements", "Liens", "Submission To Jurisdiction", "Waivers", "Closings", "Qualifications", "Duties", "Applicable Laws", "Costs", "Expenses"], "gold": ["Expenses"]}
+{"input": "TO THE MAXIMUM EXTENT PERMITTED BY LAW, TENANT (ON BEHALF OF ITSELF AND ITS RESPECTIVE SUCCESSORS, ASSIGNS AND SUBTENANTS) AND LANDLORD EACH, AFTER CONSULTATION WITH COUNSEL, KNOWINGLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THE LEASE, AS AMENDED BY THIS AMENDMENT, OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO.", "references": ["Consents", "Powers", "Vesting", "Use Of Proceeds", "Sales", "Agreements", "Enforcements", "Financial Statements", "Severability", "Terminations", "Positions", "Liens", "Adjustments", "Solvency", "Notices", "Closings", "Warranties", "Interpretations", "Authority", "Sanctions", "Amendments", "Erisa", "Anti-Corruption Laws", "Qualifications", "Benefits", "Non-Disparagement", "Existence", "Assigns", "Payments", "Fees", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement. Delivery of an executed signature page to this Agreement by electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or e-mail shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes.", "references": ["Waiver Of Jury Trials", "Closings", "Positions", "Enforceability", "Binding Effects", "Transactions With Affiliates", "No Conflicts", "Releases", "Severability", "Vacations", "Tax Withholdings", "Fees", "Assignments", "Base Salary", "Amendments", "Successors", "Approvals", "Enforcements", "Governing Laws", "Agreements", "No Waivers", "Death", "Sales", "Brokers", "Publicity", "General", "Organizations", "Authorizations", "Defined Terms", "Consent To Jurisdiction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "By its signature, each party to this Agreement represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.\u00a0 The Designated Junior Representative, in its capacity as the Initial Junior Representative, represents and warrants that this Agreement is binding upon the Initial Junior Priority Debt Parties.", "references": ["Assigns", "Powers", "Erisa", "Survival", "Anti-Corruption Laws", "Litigations", "Entire Agreements", "No Conflicts", "Construction", "Organizations", "Taxes", "Enforceability", "Representations", "Positions", "Books", "Forfeitures", "Effectiveness", "Existence", "Miscellaneous", "Subsidiaries", "Base Salary", "Waiver Of Jury Trials", "Agreements", "Non-Disparagement", "Counterparts", "Remedies", "Applicable Laws", "Further Assurances", "Participations", "Costs", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Presentment for payment, demand, protest and notice of demand, protest, \u00a0 nonpayment, dishonor, acceleration and intent to accelerate and all other notices whatsoever are hereby waived by Maker, which further waives and renounces, to the fullest extent permitted by law, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, exemption and homestead now or hereafter provided by any applicable laws, both as to itself and in and to all of its property against the enforcement and collection of the obligations evidenced by this Note.", "references": ["Cooperation", "Submission To Jurisdiction", "Payments", "No Defaults", "Headings", "Specific Performance", "Change In Control", "Integration", "Notices", "Employment", "Further Assurances", "Vesting", "Publicity", "Duties", "Binding Effects", "Sanctions", "Miscellaneous", "Terms", "No Waivers", "Financial Statements", "Consents", "Litigations", "Tax Withholdings", "Arbitration", "Records", "Compliance With Laws", "Expenses", "Assigns", "Fees", "Counterparts", "Waivers"], "gold": ["Waivers"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investor\u2019s or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Registration Statement or any Prospectus Supplement.\u00a0\u00a0\u00a0The Company understands and confirms that each of the Investors will rely on the foregoing representation in effecting purchases and sales of securities of the Company.\u00a0\u00a0All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.\u00a0\u00a0The Company acknowledges and agrees that none of the Investors makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a03 hereof and, in that case, only with respect to such Investor and not with respect to any other Investor.", "references": ["Withholdings", "Further Assurances", "Financial Statements", "Specific Performance", "Representations", "Applicable Laws", "Consent To Jurisdiction", "Successors", "Agreements", "Tax Withholdings", "Books", "Titles", "Arbitration", "Organizations", "Authority", "Death", "Insurances", "Vesting", "Entire Agreements", "Positions", "Waivers", "Binding Effects", "Defined Terms", "Headings", "Participations", "Use Of Proceeds", "Sales", "Counterparts", "Waiver Of Jury Trials", "Venues", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Each Party hereto shall further execute and deliver all such other appropriate supplemental agreements and other instruments and take such other action as may be necessary to make this Agreement fully and legally effective, binding and enforceable as between the Parties and as against third parties, or as the other Parties may reasonably request.", "references": ["Anti-Corruption Laws", "Solvency", "Amendments", "Counterparts", "Applicable Laws", "Terms", "Payments", "Subsidiaries", "Submission To Jurisdiction", "Titles", "Definitions", "Participations", "No Defaults", "Books", "Defined Terms", "Death", "Jurisdictions", "Existence", "Disability", "Waiver Of Jury Trials", "Modifications", "Approvals", "Venues", "Consent To Jurisdiction", "Transactions With Affiliates", "Costs", "Enforceability", "Disclosures", "Benefits", "Vesting", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Benefits Department shall file all reports and forms lawfully required to be filed by the Benefits Department with any governmental agency or department, federal or state, and shall distribute any forms, reports, statements or plan descriptions lawfully required to be distributed to Participants and others by any governmental agency or department, federal or state.", "references": ["Death", "Costs", "Expenses", "Closings", "Litigations", "Modifications", "Waivers", "Taxes", "Transactions With Affiliates", "Sales", "Subsidiaries", "Liens", "Waiver Of Jury Trials", "Terminations", "Erisa", "Successors", "Disability", "Fees", "Entire Agreements", "Vesting", "Consents", "Venues", "Headings", "Survival", "Integration", "Binding Effects", "No Defaults", "Releases", "Positions", "Forfeitures", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The following provisions of this Agreement will survive the expiration or termination of this Agreement: Section 1.9 (End of Research Term), Section 1.10.1(d) (End of ASO Development Candidate Identification Term), Section 2.1.1(f) (Failure to Defer or Designate a High Interest Target a Collaboration Target or Biogen Alternate Modality Target), Section 3.1.3 (Option and Option Deadline) (but only with respect to Biogen\u2019s transfer obligations thereunder), Section 4.1.3 (Effect of Termination on Sublicenses), Section 4.2.2 (Grant Back to Ionis), Section 4.3 (Data Licenses), Section 4.4.3 (Enabling License to Biogen), Section 4.4.4 (Enabling License to Ionis), Section 4.5 (Licenses to Ionis for Biogen Results), Section 4.6 (Right to Obtain Direct License from Biogen to Ionis Partner; Sublicensees of Ionis), Section 4.9.2 (Technology Transfer after Option Exercise) (but only to the extent necessary to satisfy the requirements of Section 10.4.4 ), Section 6.12 (Reverse Royalty Payments to Biogen for a Discontinued Collaboration Product), Section 6.14.3 (Records Retention), Section 6.15 (Audits), Section 7.1.1 (Ionis Technology and Biogen Technology), Section 7.1.2 (Agreement Technology), Section 8.4 (Disclaimer), ARTICLE 9 (Indemnification; Insurance), Section 10.2.3(b) , Section 10.2.7 (Termination for Insolvency), Section 10.4 (Consequences of Expiration or Termination of the Agreement) (except Section 10.4.5 (Remedies Available to Biogen for Ionis\u2019 Material Breach After Option Exercise)), ARTICLE 11 (Confidentiality), ARTICLE 12 (Miscellaneous) and Appendix 1 (Definitions) (to the extent definitions are embodied in the foregoing listed Articles and Sections).", "references": ["Notices", "Duties", "Fees", "Costs", "Disclosures", "Benefits", "No Waivers", "Successors", "Enforcements", "Qualifications", "Change In Control", "Compliance With Laws", "Taxes", "Warranties", "Anti-Corruption Laws", "Remedies", "Adjustments", "Base Salary", "Construction", "Intellectual Property", "Definitions", "Disability", "Cooperation", "Vesting", "Consents", "Effective Dates", "Liens", "Assigns", "Litigations", "Withholdings", "Survival"], "gold": ["Survival"]}
+{"input": "Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect the rights of the Grantee with respect to the Awarded Shares without the Grantee\u2019s consent.", "references": ["Titles", "Disability", "Effectiveness", "Use Of Proceeds", "Enforceability", "Construction", "Authority", "Counterparts", "Liens", "Notices", "Sanctions", "Cooperation", "Books", "Payments", "Tax Withholdings", "Severability", "Erisa", "Forfeitures", "Authorizations", "Disclosures", "Withholdings", "Intellectual Property", "Fees", "Taxes", "Positions", "Consent To Jurisdiction", "Agreements", "Existence", "Representations", "Applicable Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to the Chief Financial Officer of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee\u2019s address appearing on the books of the Company or to the Grantee\u2019s residence or to such other address as may be designated in writing by the Grantee.", "references": ["Benefits", "No Waivers", "Intellectual Property", "Base Salary", "Records", "Waiver Of Jury Trials", "Approvals", "Jurisdictions", "Survival", "Venues", "Arbitration", "Cooperation", "Further Assurances", "Disability", "Effectiveness", "Powers", "Transactions With Affiliates", "Assigns", "Liens", "Binding Effects", "Headings", "Sales", "Amendments", "Change In Control", "Entire Agreements", "Governing Laws", "Terminations", "Representations", "Litigations", "Employment", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall be binding on and inure to the benefit of each of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees and personal representatives.", "references": ["Modifications", "Amendments", "Counterparts", "Enforceability", "Withholdings", "Organizations", "Sales", "Entire Agreements", "Records", "Insurances", "Assignments", "General", "Vacations", "Participations", "Closings", "Adjustments", "Indemnity", "Warranties", "Sanctions", "Waiver Of Jury Trials", "Disclosures", "No Defaults", "Solvency", "Applicable Laws", "Approvals", "Miscellaneous", "Authorizations", "Tax Withholdings", "Assigns", "Cooperation", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Any proceeding brought against any of the parties to this Agreement on any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts of the County of Mercer, State of New Jersey, or in the United States District Court for New Jersey, and, by execution and delivery of this Agreement, each of the parties to this Agreement accepts the exclusive jurisdiction of such courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.", "references": ["Authorizations", "Subsidiaries", "Waivers", "Interpretations", "Terms", "Amendments", "Submission To Jurisdiction", "Erisa", "Confidentiality", "Indemnifications", "Base Salary", "Interests", "Definitions", "Insurances", "Cooperation", "Indemnity", "Governing Laws", "Modifications", "Compliance With Laws", "Financial Statements", "No Conflicts", "Expenses", "Enforceability", "Remedies", "Vacations", "Consent To Jurisdiction", "Severability", "Sanctions", "Waiver Of Jury Trials", "Liens", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "Promptly after any Responsible Officer of the Company or any of its Restricted Subsidiaries obtains actual knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any event of default under the Second Lien Notes Indenture or any refinancing thereof or other debt instrument in excess of the Threshold Amount, (ii) any litigation or governmental investigation or proceeding pending against the Company or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect.", "references": ["Transactions With Affiliates", "Definitions", "Venues", "Expenses", "Benefits", "Entire Agreements", "Arbitration", "Integration", "Records", "Sales", "Disability", "Use Of Proceeds", "Vesting", "Amendments", "Powers", "Sanctions", "Indemnity", "Assignments", "Participations", "Interests", "Fees", "Interpretations", "Insurances", "Effectiveness", "Submission To Jurisdiction", "Death", "Warranties", "Consent To Jurisdiction", "Survival", "Representations", "Notices"], "gold": ["Notices"]}
+{"input": "On the date of each Credit Extension, on the date of each Release, on each Settlement Date and on the date each Monthly Report,\u00a0Interim Report or other report is delivered to the Administrative Agent or any Lender hereunder, the Borrower shall be deemed to have certified that (i)\u00a0all representations and warranties of the Borrower hereunder are true and correct in all material respects on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such date) and (ii)\u00a0no Event of Default or an Unmatured Event of Default has occurred and is continuing or will result from such Credit Extension or Release.", "references": ["No Waivers", "Indemnity", "No Defaults", "Subsidiaries", "Arbitration", "Amendments", "Change In Control", "Non-Disparagement", "Interests", "Authority", "Confidentiality", "Transactions With Affiliates", "Waivers", "Benefits", "Terminations", "Severability", "Consent To Jurisdiction", "Compliance With Laws", "Existence", "Insurances", "Liens", "Venues", "Jurisdictions", "Defined Terms", "Construction", "Disclosures", "Integration", "Qualifications", "Records", "Effectiveness", "Warranties"], "gold": ["Warranties"]}
+{"input": "The parties to each assignment shall execute (except as otherwise contemplated in the penultimate sentence of Section\u00a010.13) and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.", "references": ["Authorizations", "Jurisdictions", "Waiver Of Jury Trials", "Effective Dates", "Construction", "Publicity", "Fees", "Brokers", "Entire Agreements", "Insurances", "Interests", "Vesting", "Duties", "Severability", "Taxes", "Sanctions", "Applicable Laws", "Compliance With Laws", "Waivers", "Representations", "General", "Capitalization", "Terminations", "Defined Terms", "Approvals", "Enforceability", "Venues", "Integration", "Arbitration", "Modifications", "Assignments"], "gold": ["Assignments"]}
+{"input": "In the event that any provision of this Agreement violates any applicable statute, ordinance, or rule of law in any jurisdiction that governs this Agreement such provision shall be ineffective to the extent of such violation without invalidating any other provision of this Agreement. This Agreement shall not be amended, altered, or modified except by written agreement signed by the Owner and Business Associate. No provision of this Agreement may be waived except by an agreement in writing signed by the waiving Party. A waiver of any term or provision shall not be construed as a waiver of any other term or provision. All references herein to specific statutes, codes or regulations shall be deemed to be references to those statutes, codes, or regulations as may be amended from time to time.", "references": ["Titles", "Non-Disparagement", "Construction", "Counterparts", "Cooperation", "Approvals", "Agreements", "Entire Agreements", "Enforceability", "Duties", "Anti-Corruption Laws", "Death", "General", "Employment", "Assignments", "Sales", "Effectiveness", "Use Of Proceeds", "Specific Performance", "Modifications", "Fees", "Authority", "Warranties", "Headings", "Records", "Costs", "Taxes", "Insurances", "Effective Dates", "Capitalization", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "(a)\u00a0 \u00a0 The Company and each Subsidiary will comply with all Requirements of Law with respect to it or its assets, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "references": ["Titles", "No Conflicts", "Tax Withholdings", "Terminations", "Liens", "Arbitration", "Enforceability", "Forfeitures", "Venues", "Waiver Of Jury Trials", "Use Of Proceeds", "Approvals", "Taxes", "Base Salary", "Severability", "Solvency", "Agreements", "Change In Control", "Cooperation", "Waivers", "Defined Terms", "Releases", "Qualifications", "Benefits", "Effective Dates", "Confidentiality", "Specific Performance", "Terms", "Employment", "Indemnifications", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Subject to the provisions of this Section 9(n), the Company will indemnify and hold Buyer and its directors, officers, shareholders, members, partners, employees and agents (each, a \u201cBuyer Party\u201d) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys\u2019 fees and costs of investigation that any such Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or the Note, or any other agreement, certificate, instrument, or document contemplated hereby or thereby, (b) any action instituted against the Buyer Parties in any capacity, or any of them or their respective affiliates, by any stockholder of the Company who is not an affiliate of such Buyer Party, with respect to any of the transactions contemplated by this Agreement (unless such action is based upon a breach of such Buyer Party\u2019s representations, warranties or covenants under this Agreement or any agreements or understandings such Buyer Party may have with any such stockholder or any violations by such Buyer Party of state or federal securities laws or any conduct by such Buyer Party that constitutes fraud, gross negligence, willful misconduct or malfeasance) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, such Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (y) for any settlement by a Buyer Party effected without the Company\u2019s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party\u2019s breach of any of the representations, warranties, covenants or agreements made by such Buyer Party in this Agreement. The indemnification required by this Section 9.n. shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Buyer Party against the Company or others and any liabilities the Company may be subject to pursuant to law.", "references": ["Integration", "Effective Dates", "Base Salary", "Arbitration", "Assignments", "Litigations", "Change In Control", "No Waivers", "Use Of Proceeds", "Headings", "Waivers", "Solvency", "Employment", "Titles", "Disclosures", "Liens", "Fees", "No Defaults", "General", "Sales", "Capitalization", "Taxes", "Anti-Corruption Laws", "Agreements", "Powers", "Financial Statements", "Representations", "Survival", "Remedies", "Enforcements", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the parties hereto, or in the case of the Investors, the Investor Group Representative, or their respective successors or assigns.", "references": ["Litigations", "Modifications", "Disclosures", "Cooperation", "General", "Costs", "Adjustments", "Anti-Corruption Laws", "Interpretations", "Counterparts", "Non-Disparagement", "Enforceability", "Existence", "Qualifications", "Venues", "Death", "Waivers", "Benefits", "Warranties", "Specific Performance", "Interests", "Intellectual Property", "No Defaults", "Transactions With Affiliates", "Sales", "Subsidiaries", "Expenses", "Duties", "Governing Laws", "Definitions", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Executive shall be entitled to be reimbursed in accordance with Company policy in effect for reasonable and necessary out of pocket expenses incurred by the Executive in connection with the performance of the Executive\u2019s duties of employment hereunder; provided, however, the Executive shall, as a condition of such reimbursement, submit verification of the nature and amount of such expenses in accordance with the reasonable reimbursement policies from time to time adopted by the Company.", "references": ["Records", "Books", "Governing Laws", "Remedies", "Confidentiality", "Severability", "Defined Terms", "Successors", "Venues", "Benefits", "Headings", "Disability", "Positions", "Adjustments", "Approvals", "Waivers", "Liens", "Employment", "Organizations", "Representations", "Enforcements", "Enforceability", "Integration", "Cooperation", "Consents", "Erisa", "Counterparts", "Tax Withholdings", "Survival", "Participations", "Expenses"], "gold": ["Expenses"]}
+{"input": "Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.", "references": ["Participations", "Expenses", "Sanctions", "Submission To Jurisdiction", "Financial Statements", "Organizations", "Subsidiaries", "Transactions With Affiliates", "Consent To Jurisdiction", "Venues", "No Conflicts", "Construction", "No Defaults", "Enforcements", "Liens", "Death", "Assignments", "Confidentiality", "Definitions", "Disclosures", "Effectiveness", "Amendments", "Insurances", "Authority", "Integration", "Assigns", "Headings", "Employment", "Successors", "Withholdings", "Severability"], "gold": ["Severability"]}
+{"input": "The Guarantor will, at its expense, promptly execute and deliver all further instruments and documents that the Administrative Agent may reasonably request to effectuate the terms of this Section 7 and the performance of the Guarantor\u2019s obligations hereunder.", "references": ["Costs", "Duties", "Consents", "Integration", "Existence", "Closings", "No Defaults", "Anti-Corruption Laws", "Disclosures", "Expenses", "Interpretations", "Survival", "Submission To Jurisdiction", "Subsidiaries", "Vacations", "Amendments", "Intellectual Property", "Litigations", "Waivers", "Organizations", "Books", "Benefits", "Authority", "Binding Effects", "Liens", "Positions", "Effectiveness", "Powers", "Authorizations", "Non-Disparagement", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.", "references": ["Litigations", "Waiver Of Jury Trials", "Arbitration", "Releases", "Terminations", "Fees", "Submission To Jurisdiction", "Withholdings", "Brokers", "Indemnifications", "Capitalization", "General", "Headings", "Agreements", "Qualifications", "Positions", "No Defaults", "Specific Performance", "Disclosures", "Applicable Laws", "Severability", "Authority", "Employment", "Disability", "No Conflicts", "Insurances", "Warranties", "Sanctions", "Intellectual Property", "Assignments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All payments made under this Agreement shall be subject to the Employer\u2019s withholding of all required foreign, federal, state and local income and employment/payroll taxes, and all payments shall be net of such tax withholding. The parties intend that any payment under this Agreement shall, to the extent subject to Section 409A of the Internal Revenue Code of 1986, as amended (\u201cCode Section 409A\u201d) be paid in compliance with Code Section 409A and the Treasury Regulations thereunder such that there shall be no adverse tax consequences, interest, or penalties as a result of the payments, and the parties shall interpret the Agreement in accordance with Code Section 409A and the Treasury Regulations thereunder. The parties agree to modify this Agreement or the timing (but not the amount) of any payment to the extent necessary to comply with Section 409A of the Code and avoid application of any taxes, penalties, or interest thereunder. However, in the event that the payments under the Agreement are subject to any taxes (including, without limitation, those specified in Code Section 409A), the Executive shall be solely liable for the payment of any such taxes.", "references": ["Use Of Proceeds", "Terms", "Forfeitures", "Construction", "Payments", "Arbitration", "Waiver Of Jury Trials", "Venues", "Expenses", "Notices", "Governing Laws", "Cooperation", "Compliance With Laws", "Further Assurances", "Binding Effects", "Defined Terms", "Specific Performance", "Base Salary", "Agreements", "Withholdings", "Change In Control", "Employment", "Sales", "Transactions With Affiliates", "Consents", "Subsidiaries", "Positions", "Effectiveness", "Existence", "Liens", "Taxes"], "gold": ["Taxes"]}
+{"input": "In the event of a Change in Control where the acquirer does not convert the Northern Trust Cash Award into the Acquirer Cash Award, the Corporation shall fully vest the Northern Trust Cash Award immediately prior to the Change in Control, and make a payment to you of the Cash Award as soon as administratively practicable following the Change in Control in such manner and in accordance with such procedures as the Committee may determine in its sole discretion.", "references": ["Financial Statements", "Authorizations", "Capitalization", "Liens", "Insurances", "Amendments", "Construction", "Brokers", "Positions", "Titles", "Successors", "Sanctions", "Effective Dates", "Authority", "Releases", "Agreements", "Indemnity", "Further Assurances", "Subsidiaries", "Costs", "Books", "Duties", "Modifications", "Effectiveness", "Employment", "Defined Terms", "Disability", "Adjustments", "Publicity", "Erisa", "Payments"], "gold": ["Payments"]}
+{"input": "The Company has full title and ownership of, or is duly licensed under or otherwise authorized to use, all Company Intellectual Property and Company Technology used or otherwise practiced or exploited by the Company and necessary to enable it to carry on its business as conducted and as proposed to be conducted, including as part of the design, development, use, branding, advertising, promotion, marketing and performance of any Company Services, without any infringement upon the rights of others. No third party that has licensed or otherwise granted rights under Intellectual Property to the Company has ownership rights or license rights to improvements or derivative works made by the Company to that Intellectual Property, except if such improvements or derivative works are created by the Company as part of its engagement with its customers and for their benefit. The Company has not received any notice or claim challenging the Company\u2019s sole and exclusive ownership of any Company owned Intellectual Property or suggesting that any other Person has any claim of legal or beneficial ownership with respect thereto. No proceeding alleging misappropriation or infringement of the Intellectual Property of any third party is pending or, to the knowledge of the Company, threatened against the Company (nor does the Company have knowledge of any basis therefor). The Company Intellectual Property constitute all the Intellectual Property: (i) used or otherwise practiced or exploited in the operation of the Company Business; and (ii) necessary to enable Company to operate such business immediately after the Closing Date in substantially the same manner as such business is currently conducted.", "references": ["Litigations", "Organizations", "Arbitration", "Interpretations", "Duties", "Closings", "Insurances", "Consents", "Headings", "Approvals", "Change In Control", "Authority", "Indemnity", "Terms", "Expenses", "Venues", "Confidentiality", "Vacations", "Erisa", "Enforceability", "Enforcements", "Effectiveness", "Modifications", "Use Of Proceeds", "Existence", "Representations", "Publicity", "Participations", "Titles", "Consent To Jurisdiction", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "No party may assign or transfer its rights or delegate its duties under this Agreement without the prior written consent of the other party, which may be granted or withheld in its sole discretion.", "references": ["General", "Brokers", "Duties", "No Waivers", "Applicable Laws", "Costs", "Taxes", "Disclosures", "Assigns", "Approvals", "Integration", "Vacations", "Authorizations", "Modifications", "Defined Terms", "Headings", "Enforcements", "Payments", "Waiver Of Jury Trials", "Effective Dates", "Agreements", "Publicity", "Anti-Corruption Laws", "Forfeitures", "Fees", "Jurisdictions", "Notices", "Death", "Closings", "Venues", "Assignments"], "gold": ["Assignments"]}
+{"input": "The invalidity or unenforceability of any paragraph or provision of these Terms and Conditions shall not affect the validity or enforceability of any other paragraph or provision, and all other provisions shall remain in full force and effect.\u00a0 If any provision of these Terms and Conditions is held to be excessively broad, then such provision shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.", "references": ["Disability", "Approvals", "Benefits", "Titles", "Effectiveness", "Jurisdictions", "Consent To Jurisdiction", "Headings", "Financial Statements", "Existence", "Successors", "Subsidiaries", "Positions", "Litigations", "Brokers", "Notices", "Records", "No Conflicts", "Taxes", "Liens", "Miscellaneous", "Terms", "Costs", "Vacations", "Waivers", "Insurances", "Binding Effects", "Use Of Proceeds", "Indemnity", "Counterparts", "Severability"], "gold": ["Severability"]}
+{"input": "This Loan Agreement shall be terminated on the earliest of (i) the full satisfaction by the Borrower of all Notes issued hereunder; (ii) by Lender, upon an occurrence of an Event of Default, following the lapse of any cure period provided in Section 9.02; and (iii) the tenth (10th) anniversary of this Agreement.", "references": ["Definitions", "Duties", "Assigns", "Entire Agreements", "Specific Performance", "Survival", "Vacations", "Modifications", "Defined Terms", "Books", "Tax Withholdings", "Litigations", "Warranties", "Cooperation", "Confidentiality", "No Defaults", "Qualifications", "Assignments", "Insurances", "Miscellaneous", "Organizations", "Records", "Base Salary", "Sanctions", "Counterparts", "Subsidiaries", "Adjustments", "Existence", "Capitalization", "Construction", "Terminations"], "gold": ["Terminations"]}
+{"input": "Each Borrower shall have the option to (a)\u00a0provided that no Event of Default with respect to such Borrower has occurred and is then continuing, convert at any time following the third Business Day after the Closing Date (or such earlier date as may be acceptable to the Administrative Agent) all or any portion of any outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b)\u00a0upon the expiration of any Interest Period, (i)\u00a0convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (ii)\u00a0provided that no Event of Default with respect to such Borrower has occurred and is then continuing, continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever a Borrower desires to convert or continue Loans as provided above, such Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit \u00a0E (a \u201c Notice of Conversion/Continuation \u201d) not later than 2:00 p.m. three (3)\u00a0Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A)\u00a0the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B)\u00a0the effective date of such conversion or continuation (which shall be a Business Day), (C)\u00a0the principal amount of such Loans to be converted or continued, and (D)\u00a0the Interest Period to be applicable to such converted or continued LIBOR Rate Loan; provided that if a Borrower wishes to request LIBOR Rate Loans having an Interest Period of seven (7)\u00a0days in duration, such notice must be received by the Administrative Agent not later than 2:00 p.m. four (4)\u00a0Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If a Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loan, then the applicable LIBOR Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. If a Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, or if a Borrower requests an Interest Period of seven (7)\u00a0days and such Interest Period is not acceptable to all of the Lenders, such Borrower will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a LIBOR Rate Loan and shall always be maintained as either a LIBOR Market Index Rate Loan or Base Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.", "references": ["Successors", "Sales", "Indemnifications", "Fees", "Change In Control", "Terminations", "Costs", "Waiver Of Jury Trials", "Definitions", "Construction", "Payments", "Effectiveness", "Authority", "Entire Agreements", "Terms", "Headings", "Duties", "Records", "Consents", "Tax Withholdings", "Remedies", "Agreements", "Authorizations", "Erisa", "Non-Disparagement", "Representations", "Organizations", "Titles", "Counterparts", "Enforceability", "Notices"], "gold": ["Notices"]}
+{"input": "Each Borrower Party and all other Persons executing any agreement on behalf of any Borrower Party shall have performed in all material respects all agreements which this Loan Agreement provides shall be performed on or before the Closing Date. The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete on and as of the Closing Date.", "references": ["Qualifications", "Enforcements", "Brokers", "Fees", "General", "Representations", "Disability", "Binding Effects", "Titles", "Waivers", "Benefits", "Counterparts", "Severability", "Forfeitures", "Closings", "Costs", "Organizations", "Intellectual Property", "Use Of Proceeds", "Payments", "Sanctions", "Books", "Existence", "Positions", "Records", "Successors", "Litigations", "Notices", "Insurances", "Liens", "Warranties"], "gold": ["Warranties"]}
+{"input": "Licensee agrees, during the Term of this Agreement and thereafter, that its use of the Authorized Trademark is solely and entirely governed by this Agreement, and that Licensee shall not acquire any rights whatsoever in or to the Authorized Trademark other than the rights expressly provided in this Agreement. Licensee agrees and acknowledges that following the expiration or earlier termination of this Agreement for any reason, Licensee shall not have any right to use for itself in any manner, or sublicense, the Authorized Trademark to any third party for any purpose, except as specifically provided for in this Agreement (e.g., during the Sell-Off Period provided in Section 12(b)).", "references": ["Venues", "Qualifications", "Modifications", "Terms", "Governing Laws", "Costs", "Capitalization", "Binding Effects", "Waivers", "Payments", "Integration", "Records", "Positions", "Releases", "Authority", "Remedies", "Jurisdictions", "Compliance With Laws", "Effectiveness", "Duties", "Expenses", "Consent To Jurisdiction", "Books", "Approvals", "Organizations", "Change In Control", "Use Of Proceeds", "Powers", "Applicable Laws", "Death", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.\u00a0 A counterpart executed and transmitted by facsimile shall have the same force and effect as an originally executed counterpart.", "references": ["No Waivers", "Integration", "Releases", "Jurisdictions", "Construction", "Representations", "Disclosures", "Death", "Waiver Of Jury Trials", "Vesting", "Miscellaneous", "Confidentiality", "Binding Effects", "Capitalization", "Indemnifications", "Further Assurances", "Fees", "Terminations", "Brokers", "Authority", "Solvency", "Powers", "Applicable Laws", "Cooperation", "Titles", "Specific Performance", "Enforceability", "Positions", "Agreements", "Assignments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Release may be executed, including execution by facsimile signature, in multiple counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.", "references": ["Integration", "Consent To Jurisdiction", "Releases", "Vesting", "Jurisdictions", "Qualifications", "Employment", "Remedies", "Non-Disparagement", "Assignments", "Notices", "Survival", "Organizations", "Consents", "Governing Laws", "Use Of Proceeds", "Change In Control", "Confidentiality", "Litigations", "Publicity", "Expenses", "Closings", "Vacations", "Existence", "Binding Effects", "Indemnifications", "Benefits", "Submission To Jurisdiction", "Waivers", "Duties", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed and delivered (including by facsimile or electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.", "references": ["Assigns", "Erisa", "Death", "Books", "Benefits", "Employment", "Disability", "Anti-Corruption Laws", "Forfeitures", "Payments", "Representations", "Submission To Jurisdiction", "Releases", "Positions", "Qualifications", "Sales", "Solvency", "Integration", "Powers", "Titles", "Specific Performance", "Expenses", "Further Assurances", "Waiver Of Jury Trials", "Vacations", "Severability", "Indemnifications", "Interpretations", "Assignments", "Entire Agreements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As of the date hereof and throughout the term of the Loan: (a)\u00a0no Borrower is and will be (i)\u00a0an \u201cemployee benefit plan,\u201d as defined in Section 3(3) of ERISA, (ii)\u00a0a \u201cgovernmental plan\u201d within the meaning of Section 3(32) of ERISA, or (iii) a \u201cplan\u201d within the meaning of Section 4975(e) of the Code; (b)\u00a0the assets of each Borrower do not and will not constitute \u201cplan assets\u201d within the meaning of the United States Department of Labor Regulations set forth in Section 2510.3-101 of Title 29 of the Code of Federal Regulations; (c)\u00a0transactions by or with any Borrower are not and will not be subject to state statutes applicable to such Borrower regulating investments of fiduciaries with respect to governmental plans; and (d)\u00a0no Borrower will engage in any transaction that would cause any Obligation or any action taken or to be taken hereunder (or the exercise by Administrative Agent of any of its rights under any of the Security Instruments or any of the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code. Each Borrower agrees to deliver to Administrative Agent and each Lender such certifications or other evidence of compliance with the provisions of this Section as Administrative Agent or, subject to the terms of Section\u00a04.8(e) , any Lender may from time to time request.", "references": ["Adjustments", "Interests", "Organizations", "Binding Effects", "Waivers", "Taxes", "Subsidiaries", "Governing Laws", "Solvency", "Powers", "Participations", "Expenses", "Consents", "Warranties", "Indemnity", "Insurances", "Headings", "General", "Effective Dates", "Existence", "Payments", "Effectiveness", "Confidentiality", "Applicable Laws", "Authority", "Vacations", "No Conflicts", "Positions", "Brokers", "Further Assurances", "Erisa"], "gold": ["Erisa"]}
+{"input": "Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except the filings referred to in Section\u00a04.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors\u2019 rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).", "references": ["Amendments", "Disclosures", "Publicity", "No Defaults", "Terms", "Benefits", "Submission To Jurisdiction", "Specific Performance", "Venues", "Terminations", "Assignments", "Remedies", "Closings", "Erisa", "Positions", "Counterparts", "Defined Terms", "Waiver Of Jury Trials", "Consents", "Subsidiaries", "Effectiveness", "Duties", "Further Assurances", "Death", "Base Salary", "Transactions With Affiliates", "Anti-Corruption Laws", "Governing Laws", "No Waivers", "Notices", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "The financial statements attached as Schedule 6.9 (collectively the \u201cFinancial Statements\u201d) consist of the internal balance sheet and income statement of Seller for the 15-month accounting period ending March 31, 2018. All the Financial Statements are true and correct and present fairly in all material respects the financial condition and results of operations of Seller as at their respective dates, including all material liabilities, contingent or otherwise, and the results of operations of Seller for such periods in accordance with generally accepted accounting principles consistently applied during all such periods, except as otherwise stated in Schedule 6.9 . All books and records of Seller upon which the Financial Statements were based have been maintained in the normal course of business and reflect in all material respects the transactions and results of operations of Seller in accordance with generally accepted accounting principles consistently applied during all such periods. There has been no material change in the accounting methods or practices followed by Seller or in the depreciation, amortization, or inventory valuation policies used or adopted by Seller since fiscal year 2017.", "references": ["Titles", "Adjustments", "Non-Disparagement", "Construction", "Capitalization", "Entire Agreements", "Taxes", "Books", "Litigations", "Existence", "Integration", "Waivers", "Remedies", "Modifications", "Agreements", "Anti-Corruption Laws", "Insurances", "Benefits", "Organizations", "Submission To Jurisdiction", "Representations", "Waiver Of Jury Trials", "Qualifications", "Erisa", "Brokers", "Consents", "Effective Dates", "Publicity", "Base Salary", "Enforcements", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by any Secured Party may be rescinded by any Secured Party and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, and the Purchase Agreement and the other Transaction Documents may be amended, modified, supplemented or terminated, in whole or in part, as any Purchaser and/or Agent, as applicable, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Secured Parties for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Secured Parties shall have no obligation to protect, secure, perfect or insure any Lien at any time held by the Agent for the benefit of the Secured Parties as security for the Obligations or for the guarantee contained in this Section\u00a02 or any property subject thereto.", "references": ["Taxes", "Indemnifications", "Enforceability", "Positions", "Specific Performance", "No Waivers", "Disclosures", "Duties", "Non-Disparagement", "Existence", "Withholdings", "Compliance With Laws", "Headings", "Warranties", "Venues", "Expenses", "Definitions", "Litigations", "Sanctions", "Publicity", "Financial Statements", "Construction", "General", "Submission To Jurisdiction", "Capitalization", "Titles", "Approvals", "Jurisdictions", "Adjustments", "Vesting", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors; provided, however , that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term \u201cCompany\u201d shall be deemed to refer to such Person and the term \u201cRegistrable Securities\u201d shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.", "references": ["Existence", "Change In Control", "Positions", "Expenses", "Submission To Jurisdiction", "Defined Terms", "Subsidiaries", "Compliance With Laws", "Consent To Jurisdiction", "Interests", "Confidentiality", "Jurisdictions", "Waiver Of Jury Trials", "Severability", "Specific Performance", "Binding Effects", "Releases", "Assigns", "Fees", "Duties", "Titles", "No Waivers", "Governing Laws", "Forfeitures", "Sanctions", "Litigations", "No Conflicts", "Cooperation", "Survival", "Erisa", "Assignments"], "gold": ["Assignments"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 500,000 shares. Upon receiving the Purchaser\u2019s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section 2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).", "references": ["Applicable Laws", "Adjustments", "Liens", "Assignments", "Litigations", "Employment", "Tax Withholdings", "Subsidiaries", "Governing Laws", "Headings", "Authorizations", "Submission To Jurisdiction", "Assigns", "Integration", "Organizations", "Modifications", "No Conflicts", "Transactions With Affiliates", "Miscellaneous", "Effectiveness", "Disability", "Capitalization", "Authority", "Interpretations", "Intellectual Property", "Venues", "Sanctions", "Financial Statements", "Use Of Proceeds", "No Waivers", "Closings"], "gold": ["Closings"]}
+{"input": "This Agreement and the Consulting Agreement set forth the entire agreement between the parties hereto, and fully supersedes any prior agreements or understandings between the parties, except as otherwise stated herein. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee\u2019s decision to accept this Agreement, except for those set forth in this Agreement.", "references": ["Severability", "Releases", "Transactions With Affiliates", "Interests", "Solvency", "Death", "Waivers", "Enforcements", "Change In Control", "Closings", "Waiver Of Jury Trials", "Assigns", "Fees", "Disability", "Venues", "Participations", "Applicable Laws", "Intellectual Property", "General", "Vacations", "Construction", "Authority", "Remedies", "Assignments", "Records", "Organizations", "Anti-Corruption Laws", "Sanctions", "Approvals", "Arbitration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All notices, requests and demands hereunder shall be in writing and deemed to have been given or made if delivered in accordance with Section\u00a012.3.1 of the Loan Agreement.", "references": ["Assigns", "Assignments", "Releases", "Tax Withholdings", "Existence", "Solvency", "Counterparts", "Expenses", "Further Assurances", "Disclosures", "Organizations", "Transactions With Affiliates", "Base Salary", "Indemnity", "Consents", "Waiver Of Jury Trials", "Duties", "Enforceability", "Sanctions", "Specific Performance", "General", "Consent To Jurisdiction", "Indemnifications", "Insurances", "Financial Statements", "Enforcements", "Waivers", "Intellectual Property", "Modifications", "Use Of Proceeds", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement is subject to all the terms, conditions, limitations, and restrictions contained in the Plan. This Agreement, together with the Plan and any employment agreement between the Grantee and the Company or its Subsidiaries, (a) represents the entire agreement between the parties hereto respecting the matters within its scope and (b) supersedes all prior and contemporaneous discussions, agreements, and understanding of every nature related thereto.", "references": ["Integration", "Capitalization", "Disclosures", "Liens", "Compliance With Laws", "Assigns", "Specific Performance", "Successors", "Benefits", "Brokers", "Representations", "Vesting", "Warranties", "Books", "Tax Withholdings", "Authorizations", "Insurances", "Non-Disparagement", "Submission To Jurisdiction", "Terms", "Death", "Jurisdictions", "Waivers", "Qualifications", "Participations", "Counterparts", "General", "Intellectual Property", "Indemnity", "Consent To Jurisdiction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All remedies, either under this Agreement or by Legal Requirement or otherwise afforded, will be cumulative and not alternative.", "references": ["Benefits", "Authorizations", "Indemnity", "Defined Terms", "Publicity", "Participations", "Assigns", "Notices", "Records", "Positions", "Adjustments", "Financial Statements", "Employment", "Intellectual Property", "Warranties", "Insurances", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Fees", "Forfeitures", "No Defaults", "Interpretations", "Representations", "Titles", "Compliance With Laws", "Consents", "Enforceability", "Existence", "Sanctions", "Further Assurances", "Remedies"], "gold": ["Remedies"]}
+{"input": "Alnylam shall maintain insurance during the Term and for a period of at least [***] years after the last commercial sale of any Licensed Product, with a reputable, solvent insurer in an amount appropriate for its business and products of the type that are the subject of this Agreement, and for its obligations under this Agreement. Specifically, Alnylam shall maintain product liability insurance and clinical trial liability insurance with limits of at least [***] U.S. Dollars [***] per occurrence and in annual aggregate. Upon request, Alnylam shall provide Genzyme with evidence of the existence and maintenance of such insurance coverage.", "references": ["Binding Effects", "Defined Terms", "Cooperation", "Amendments", "Sanctions", "Interests", "Applicable Laws", "Notices", "Survival", "Assignments", "Fees", "Brokers", "Solvency", "Liens", "Employment", "Headings", "Governing Laws", "Expenses", "Enforceability", "Subsidiaries", "Terms", "Base Salary", "Venues", "Consents", "Definitions", "Entire Agreements", "Compliance With Laws", "Counterparts", "Anti-Corruption Laws", "Titles", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Plan shall become effective if, and at such time as, the stockholders of the Company have approved the Plan in accordance with applicable law and stock exchange requirements (such date, the \u201cEffective Date\u201d). Unless earlier terminated by action of the Board, the authority of the Committee to make grants under the Plan shall terminate on the date that is ten years after the latest date upon which stockholders of the Company have approved the Plan, and the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan or as set forth above and the Company has no further rights or obligations under the Plan with respect to outstanding Awards under the Plan.", "references": ["Transactions With Affiliates", "Publicity", "No Waivers", "Titles", "Positions", "Sanctions", "Governing Laws", "Definitions", "Warranties", "Taxes", "Adjustments", "Insurances", "Approvals", "Existence", "Effective Dates", "Closings", "Binding Effects", "Vacations", "Venues", "Enforceability", "Intellectual Property", "Litigations", "Tax Withholdings", "Use Of Proceeds", "Remedies", "Assignments", "Payments", "Jurisdictions", "Duties", "Consents", "Terminations"], "gold": ["Terminations"]}
+{"input": "In case any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["Cooperation", "Governing Laws", "General", "Costs", "Solvency", "No Conflicts", "Change In Control", "Vesting", "Transactions With Affiliates", "Indemnifications", "Agreements", "Venues", "Intellectual Property", "Waiver Of Jury Trials", "Survival", "Tax Withholdings", "Vacations", "Powers", "Withholdings", "Subsidiaries", "Representations", "Disability", "Sales", "Qualifications", "Further Assurances", "Successors", "Integration", "Records", "Payments", "Books", "Severability"], "gold": ["Severability"]}
+{"input": "In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be available from time to time to executives of the Bank similarly situated to the Executive. All such benefits shall be awarded and administered in accordance with the Bank\u2019s standard policies and practices. Such benefits may include, by way of example only, vacation pay, profit-sharing plans, retirement or investment funds, dental, health, life and disability insurance benefits and such other benefits as the Bank deems appropriate.", "references": ["Vacations", "Sales", "Headings", "Confidentiality", "Vesting", "Disclosures", "Expenses", "Assignments", "Anti-Corruption Laws", "Jurisdictions", "Compliance With Laws", "Consents", "Terminations", "Effectiveness", "Erisa", "Brokers", "Death", "Further Assurances", "Authority", "Waivers", "Solvency", "Positions", "Financial Statements", "Titles", "Employment", "Waiver Of Jury Trials", "Approvals", "Records", "General", "Intellectual Property", "Benefits"], "gold": ["Benefits"]}
+{"input": "The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.\u00a0 It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.\u00a0 All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.", "references": ["Construction", "Assignments", "Governing Laws", "Change In Control", "Confidentiality", "Tax Withholdings", "Modifications", "Further Assurances", "Anti-Corruption Laws", "Records", "Benefits", "Employment", "Representations", "Enforceability", "Effectiveness", "Notices", "Sanctions", "Consents", "Terms", "Forfeitures", "Non-Disparagement", "Waivers", "Survival", "Approvals", "Applicable Laws", "Venues", "Indemnity", "General", "Brokers", "Definitions", "Remedies"], "gold": ["Remedies"]}
+{"input": "The proceeds of the Loans are to be used solely for the purposes set forth in and permitted by Section \u00a07.12 and Section \u00a08.07 . Neither the Company nor any Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying Margin Stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Company or the applicable Subsidiary only or of the Company and its Subsidiaries on a consolidated basis) subject to the provisions of Section \u00a08.01 or Section \u00a08.02 or subject to any restriction contained in any agreement or instrument between the Company or any Subsidiary and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section \u00a09.01(e) will be Margin Stock.", "references": ["No Waivers", "Expenses", "Confidentiality", "Venues", "Brokers", "Agreements", "Amendments", "Death", "Tax Withholdings", "Successors", "Participations", "Effective Dates", "Publicity", "Solvency", "Erisa", "Compliance With Laws", "Releases", "Existence", "General", "Sales", "Non-Disparagement", "Withholdings", "Enforcements", "Applicable Laws", "Further Assurances", "Construction", "Financial Statements", "Duties", "No Conflicts", "Approvals", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Plan shall be effective on July\u00a020, 2010 upon and otherwise subject to approval of the stockholders of the Company (the \u201cEffective Date\u201d).\u00a0 The Plan shall remain in effect until the tenth anniversary of the Effective Date, or until terminated by action of the Board, whichever occurs sooner.", "references": ["Liens", "Arbitration", "Entire Agreements", "Effectiveness", "Notices", "Forfeitures", "Assigns", "Venues", "Authority", "Solvency", "Change In Control", "Fees", "Erisa", "Integration", "Sanctions", "Positions", "Indemnity", "Confidentiality", "No Conflicts", "Consents", "Releases", "Compliance With Laws", "Assignments", "Approvals", "Effective Dates", "Withholdings", "Payments", "Enforcements", "Powers", "Governing Laws", "Terms"], "gold": ["Terms"]}
+{"input": "As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part \u00a0(a) of Schedule\u00a05.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are, with respect to Subsidiaries that are corporations, fully paid and non-assessable, and no liability will attach to the holders of such Equity Interests solely by reason of ownership of such Equity Interests, and all such Equity Interests are owned by a Loan Party in the amounts specified on Part \u00a0(b) of Schedule\u00a05.13 free and clear of all Liens except those created under the Collateral Documents and Liens of the type described by Section\u00a07.01 (b). As of the Closing Date, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part \u00a0(b) of Schedule\u00a05.13 . All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part \u00a0(c) of Schedule\u00a05.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its organization, the address of its principal place of business and its U.S. taxpayer identification number. As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section\u00a04.01(a)(vi) is a true and correct copy of each such document, each of which is valid and in full force and effect. As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.", "references": ["Sales", "Litigations", "Construction", "Modifications", "Change In Control", "Assigns", "Titles", "Severability", "Fees", "Cooperation", "Waiver Of Jury Trials", "Sanctions", "Financial Statements", "Taxes", "Survival", "Confidentiality", "Approvals", "Vacations", "Definitions", "Forfeitures", "Authorizations", "Representations", "Organizations", "Enforceability", "Duties", "Use Of Proceeds", "Books", "Vesting", "Non-Disparagement", "Erisa", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Any legal action or proceeding with respect to this Amendment or any other Loan Document shall, except as provided below, be brought in the courts of the State of New York in the County of New York or of the United States for the Southern District of New York and, by execution and delivery of this Amendment, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each party hereto agrees that a judgment, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding upon it, and may be enforced in any other jurisdiction, including by a suit upon such judgment, a certified copy of which shall be conclusive evidence of the judgment. Nothing in this Section 7(d) shall limit the right of the Secured Parties to refer any claim against the Borrower or any other Loan Party to any court of competent jurisdiction outside of the State of New York, nor shall the taking of proceedings by any Secured Party before the courts in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.", "references": ["Counterparts", "Compliance With Laws", "Successors", "Cooperation", "Books", "Erisa", "Publicity", "General", "Vesting", "Authority", "Liens", "Tax Withholdings", "Duties", "Transactions With Affiliates", "Use Of Proceeds", "Non-Disparagement", "Assignments", "Terms", "Fees", "Entire Agreements", "Amendments", "Venues", "Binding Effects", "Headings", "Terminations", "Arbitration", "Effective Dates", "Vacations", "Consents", "Enforceability", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The Issuer and each Subsidiary shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would not reasonably be expected to result in a material adverse effect (i) in the condition (financial or otherwise), or in the earnings of the Issuer, whether or not arising in the ordinary course of business, or (ii) on the ability of the Issuer to perform its obligations under this Subordinated Note.", "references": ["Costs", "Duties", "Indemnity", "Use Of Proceeds", "Sales", "Consent To Jurisdiction", "Modifications", "Interpretations", "Venues", "Effective Dates", "Taxes", "Submission To Jurisdiction", "Insurances", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Disability", "Tax Withholdings", "Severability", "Positions", "Capitalization", "Qualifications", "Releases", "Entire Agreements", "Litigations", "Effectiveness", "Expenses", "Headings", "Change In Control", "Cooperation", "Terminations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.", "references": ["Litigations", "Publicity", "Compliance With Laws", "Insurances", "Notices", "Headings", "Liens", "Defined Terms", "Agreements", "General", "No Defaults", "Non-Disparagement", "Terminations", "Submission To Jurisdiction", "Use Of Proceeds", "Expenses", "Waivers", "Closings", "Approvals", "Sales", "Further Assurances", "Disclosures", "Indemnifications", "Remedies", "Death", "Modifications", "Cooperation", "Fees", "Successors", "Interpretations", "Benefits"], "gold": ["Benefits"]}
+{"input": "Within thirty (30) days after the submission of reasonable supporting documentation by Executive and in accordance with the Company\u2019s expense reimbursement policy, the Company shall reimburse Executive for all reasonable and customary business, travel, and entertainment expenses incurred by Executive in the course of and pursuant to the business of the Company.", "references": ["Miscellaneous", "Venues", "No Defaults", "Integration", "Tax Withholdings", "No Waivers", "Qualifications", "Submission To Jurisdiction", "Death", "Warranties", "Insurances", "Employment", "Solvency", "Positions", "Confidentiality", "Consent To Jurisdiction", "Entire Agreements", "Assigns", "Amendments", "Successors", "Base Salary", "Indemnifications", "Specific Performance", "Consents", "Withholdings", "Interpretations", "Closings", "Existence", "Transactions With Affiliates", "Binding Effects", "Expenses"], "gold": ["Expenses"]}
+{"input": "All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, LC Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding (unless, in the case of Fronted Letters of Credit, such Fronted Letters of Credit have been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable Fronting Banks and the Administrative Agent) and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.", "references": ["No Conflicts", "Miscellaneous", "Submission To Jurisdiction", "Publicity", "Enforceability", "Applicable Laws", "Closings", "Definitions", "Compliance With Laws", "Construction", "Warranties", "Defined Terms", "Terminations", "Authorizations", "Approvals", "No Waivers", "Financial Statements", "Integration", "Notices", "Sales", "Brokers", "Tax Withholdings", "Litigations", "Participations", "Capitalization", "Consent To Jurisdiction", "Expenses", "Effective Dates", "Adjustments", "Positions", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall constitute the entire agreement concerning the subject matter hereof between the parties, superseding all previous agreements, memoranda of understanding, negotiations, and representations made prior to the effective date of this Agreement.", "references": ["Remedies", "Venues", "Positions", "Interpretations", "Definitions", "Modifications", "Publicity", "Notices", "Authorizations", "Withholdings", "Binding Effects", "Defined Terms", "Assigns", "Confidentiality", "Indemnity", "Use Of Proceeds", "Construction", "Approvals", "Assignments", "Employment", "Participations", "Sales", "Records", "Authority", "Erisa", "Subsidiaries", "Insurances", "Compliance With Laws", "Cooperation", "Qualifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "During the Employment Period, Executive shall be eligible to participate in all retirement, compensation and employee benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other executives of the Company (except severance plans, policies, practices, or programs) subject to the eligibility criteria set forth therein, as such may be amended or terminated from time to time.", "references": ["Indemnifications", "Interpretations", "Powers", "Capitalization", "Change In Control", "Employment", "Death", "Specific Performance", "Effective Dates", "Fees", "Non-Disparagement", "Waivers", "Adjustments", "Applicable Laws", "Solvency", "Integration", "Notices", "Disclosures", "Indemnity", "Consent To Jurisdiction", "Enforceability", "Financial Statements", "Miscellaneous", "Terms", "Intellectual Property", "No Conflicts", "Defined Terms", "Consents", "Existence", "Submission To Jurisdiction", "Benefits"], "gold": ["Benefits"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof, effective upon receipt. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Enforcements", "Venues", "Capitalization", "Effectiveness", "Employment", "Sales", "Intellectual Property", "Headings", "Sanctions", "Records", "Binding Effects", "Interests", "Approvals", "Fees", "Amendments", "Miscellaneous", "General", "Use Of Proceeds", "Financial Statements", "Solvency", "Waiver Of Jury Trials", "Base Salary", "Powers", "Enforceability", "Expenses", "Qualifications", "Specific Performance", "No Waivers", "Duties", "Transactions With Affiliates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis with prior periods, are correct and complete in all material respects and present fairly in accordance with GAAP the assets, liabilities, financial condition and results of operations of HoldCo as at their respective dates for the periods covered by the respective Financial Statements. None of HoldCo or any of its Subsidiaries has Indebtedness other than (i) as disclosed in the Financial Statements or pursuant to the Material Contracts, (ii) incurred since the date of the Financial Statements and disclosed on Appendix D , (iii) incurred after the date hereof in accordance with this Agreement, including Section \u200e4.1(a) , and (iv) interest and fees accrued on any Indebtedness referred to in clause (i) after the date of the Financial Statements. Except as set forth in the Financial Statements, neither HoldCo nor any of its Subsidiaries has any liabilities that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, other than any liabilities incurred in the ordinary course of business since the date of the most recent balance sheet included in the Financial Statements and any liabilities contained in the Material Contracts, other than liabilities thereunder arising from contractual breach. Since the date of the most recent balance sheet included in the Financial Statements, no Material Adverse Effect has occurred.", "references": ["Fees", "Interpretations", "Waiver Of Jury Trials", "Change In Control", "No Waivers", "Closings", "Brokers", "Adjustments", "Anti-Corruption Laws", "Intellectual Property", "Withholdings", "Entire Agreements", "Confidentiality", "Duties", "Successors", "Waivers", "Assigns", "Forfeitures", "Miscellaneous", "Effectiveness", "Death", "Books", "Binding Effects", "Positions", "Arbitration", "Use Of Proceeds", "Records", "Notices", "Assignments", "Employment", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Any Borrower Party admits in writing its present or prospective inability to pay its debts as they become due.", "references": ["Titles", "Integration", "Consents", "Remedies", "Intellectual Property", "Positions", "Defined Terms", "Organizations", "Brokers", "Confidentiality", "Payments", "Notices", "Existence", "Tax Withholdings", "Applicable Laws", "Severability", "Miscellaneous", "Jurisdictions", "Enforceability", "Powers", "Governing Laws", "Construction", "Waiver Of Jury Trials", "No Waivers", "Non-Disparagement", "Qualifications", "Representations", "Modifications", "Further Assurances", "Taxes", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Borrower will use (i)\u00a0the proceeds of the Initial Term C Loans and the Initial Term Loans for the purposes set forth in the recitals to this Agreement and (ii)\u00a0the proceeds of the Revolving Credit Loans (a)\u00a0on the Closing Date and the Conversion Date to fund (i)\u00a0a portion of the Transactions, and (ii)\u00a0any original issue discount or upfront fees required to be funded in connection with the \u201cmarket flex\u201d provisions of the Fee Letter, (b)\u00a0on and after the Closing Date, to backstop or replace existing letters of credit or to cash collateralize outstanding letters of credit other than Term Letters of Credit, (c)\u00a0on or after the Closing Date, for working capital, capital expenditures and general corporate purposes (including acquisitions, Investments, restricted payments and other transactions not prohibited hereunder), and (d)\u00a0to fund the transactions contemplated by the Plan and for other purposes to be mutually agreed by the Borrower and the Administrative Agent. The Borrower will use the proceeds of the 2016 Incremental Term Loans to make a cash dividend to Holdings (for the ultimate purpose of the indirect parent of Borrower making a dividend to its common shareholders) on or after the 2016 Incremental Effective Date and pay fees and expenses incurred in connection with the 2016 Incremental Amendment and the incurrence of the 2016 Incremental Term Loans and for other general corporate purposes not prohibited by this Agreement. The Borrower will use the proceeds of the 2018 Incremental Term Loans (a) \u00a0to fund the repayment in full of the Parent Credit Facilities, (b) \u00a0to pay fees, premiums, costs and expenses incurred in connection with the Seventh Amendment and the incurrence of the 2018 Incremental Term Loans and the other transactions contemplated thereby and (c) \u00a0for other general corporate purposes not prohibited by this Agreement.", "references": ["Vacations", "Defined Terms", "Authorizations", "Construction", "Organizations", "Interests", "Remedies", "Positions", "Anti-Corruption Laws", "Financial Statements", "Litigations", "Costs", "Further Assurances", "Taxes", "Submission To Jurisdiction", "Releases", "Brokers", "Expenses", "Terminations", "Interpretations", "Warranties", "Applicable Laws", "Consent To Jurisdiction", "Books", "Titles", "Assignments", "Assigns", "Enforcements", "Amendments", "Sales", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Notwithstanding anything in any Loan Document to the contrary, for purposes of this subsection 3.4(i), each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent\u2019s (or its delegate\u2019s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.", "references": ["Base Salary", "Change In Control", "Capitalization", "Litigations", "Specific Performance", "Costs", "Authority", "Authorizations", "Venues", "Positions", "Insurances", "Adjustments", "Counterparts", "Vesting", "Headings", "Arbitration", "Entire Agreements", "Participations", "Compliance With Laws", "Successors", "No Waivers", "Effective Dates", "Severability", "Taxes", "Definitions", "Fees", "Applicable Laws", "Disclosures", "Employment", "No Conflicts", "Notices"], "gold": ["Notices"]}
+{"input": "Each SAR granted under the Plan shall be evidenced by an Award Agreement.\u00a0Each SAR so granted shall be subject to the conditions set forth in this Section\u00a08, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.\u00a0Any Option granted under the Plan may include tandem SARs.\u00a0The Committee also may award SARs to Eligible Persons independent of any Option.", "references": ["Base Salary", "Defined Terms", "Definitions", "Amendments", "Costs", "Notices", "Counterparts", "Consents", "Insurances", "Specific Performance", "Entire Agreements", "Publicity", "Agreements", "Releases", "Anti-Corruption Laws", "Intellectual Property", "Taxes", "Closings", "Benefits", "Waivers", "Effective Dates", "No Defaults", "Waiver Of Jury Trials", "Employment", "Qualifications", "Binding Effects", "Vesting", "Indemnity", "Erisa", "Non-Disparagement", "General"], "gold": ["General"]}
+{"input": "Any payments or benefits by the Company required under Sections 9(a)(iv)-(v), 9(b)(i)-(ii) and 9(d)(i)-(ii) shall be conditioned on and shall not be payable unless the Company receives from the Employee (or, in the event of the Employee\u2019s death, the estate of the Employee) within thirty (30) days of the Date of Termination a fully effective and non-revocable written release in form and substance reasonably acceptable to the Company of any and all past, present or future claims that the Employee (or, in the event of the Employee\u2019s death, the estate of the Employee) may have against the Company or any of its affiliates and any of their respective officers, directors and other related parties (all claims released in this Section 9(e) being referred to as the \u201c Released Claims \u201d), provided, however, that the Released Claims shall not include any claim by the Employee for indemnification from the Company relating to any act or omission prior to the Date of Termination, in each instance to the extent the Employee would have the right to be indemnified therefor under (and not otherwise prohibited or restricted by) (i) the laws of the State of Nevada, (ii) any Federal law applicable to the Company or the Employee, (iii) the Company\u2019s articles of incorporation or bylaws, as amended, and (iv) the D&O Indemnity Agreement by and between the Employee and the Company dated May 10, 2017. The Company agrees to provide a form of release within seven (7) days of the Date of Termination.", "references": ["Interpretations", "No Waivers", "Financial Statements", "Insurances", "Consents", "Sales", "Fees", "Headings", "Remedies", "Terminations", "Titles", "Non-Disparagement", "Payments", "Consent To Jurisdiction", "Indemnity", "Assigns", "Jurisdictions", "Further Assurances", "Forfeitures", "Binding Effects", "Intellectual Property", "Survival", "Base Salary", "Vacations", "General", "Qualifications", "Cooperation", "Arbitration", "Specific Performance", "Applicable Laws", "Releases"], "gold": ["Releases"]}
+{"input": "Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit H , the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).", "references": ["Assigns", "Financial Statements", "Employment", "Remedies", "Disclosures", "Cooperation", "Arbitration", "Enforcements", "Publicity", "Consents", "Enforceability", "Closings", "Transactions With Affiliates", "Payments", "Releases", "Vacations", "Benefits", "Warranties", "Taxes", "Costs", "Records", "Capitalization", "Headings", "Terms", "Tax Withholdings", "Waivers", "Expenses", "Vesting", "Death", "Anti-Corruption Laws", "Titles"], "gold": ["Titles"]}
+{"input": "THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.", "references": ["Costs", "Assigns", "Confidentiality", "Specific Performance", "Records", "Agreements", "Consents", "Approvals", "Sales", "Warranties", "Further Assurances", "Waiver Of Jury Trials", "Remedies", "Publicity", "Survival", "Closings", "Erisa", "Taxes", "Entire Agreements", "Indemnity", "Positions", "Headings", "Benefits", "Organizations", "Adjustments", "Books", "Withholdings", "Expenses", "Death", "Construction", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "SARs may be settled in the form of cash, shares of Stock or a combination of cash and shares of Stock, as determined by the Committee.", "references": ["Brokers", "Sanctions", "Binding Effects", "No Defaults", "Jurisdictions", "Tax Withholdings", "Applicable Laws", "Enforcements", "Venues", "Assignments", "Remedies", "Taxes", "Compliance With Laws", "Submission To Jurisdiction", "Assigns", "Records", "Use Of Proceeds", "Waiver Of Jury Trials", "Governing Laws", "Titles", "Interests", "Cooperation", "Expenses", "Amendments", "Erisa", "Arbitration", "Employment", "Vacations", "Indemnifications", "Litigations", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement is to be governed by and construed under the laws of the United States and of the State of Colorado without resort to Colorado\u2019s choice of law rules. Whiting Petroleum and Rimer agree that the forum and venue for any legal or equitable action or proceeding arising out of, or in connection with, this Agreement will lie in the appropriate federal or state courts in the State of Colorado and each specifically waives any and all objections to such jurisdiction and venue.", "references": ["Indemnity", "Positions", "Terms", "Records", "Consent To Jurisdiction", "Amendments", "Survival", "Integration", "No Waivers", "Sanctions", "Taxes", "Enforceability", "Change In Control", "Death", "Adjustments", "Participations", "Expenses", "Construction", "Further Assurances", "Effective Dates", "Subsidiaries", "Counterparts", "Organizations", "Existence", "Submission To Jurisdiction", "Base Salary", "Indemnifications", "Disclosures", "Authority", "Headings", "Venues"], "gold": ["Venues"]}
+{"input": "This Agreement shall be governed, construed, performed and enforced in accordance with its express terms, and otherwise in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.", "references": ["Benefits", "Intellectual Property", "General", "Sanctions", "Employment", "No Waivers", "Defined Terms", "Amendments", "Authorizations", "Titles", "Disability", "Expenses", "Counterparts", "Miscellaneous", "Base Salary", "Survival", "Payments", "Integration", "Approvals", "Indemnity", "Anti-Corruption Laws", "Effective Dates", "Transactions With Affiliates", "Binding Effects", "Costs", "Positions", "Representations", "Tax Withholdings", "Cooperation", "No Defaults", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Guaranty is a continuing guaranty and shall (a)\u00a0remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than unasserted contingent indemnification amounts) and the termination of all Commitments and the Loan Documents, (b)\u00a0be binding upon each Guarantor, its successors and assigns and (c)\u00a0inure to the benefit of and be enforceable by the Agent, the Lenders and their respective successors, transferees and assigns. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Agent (acting at the written direction of the Required Lenders).", "references": ["Assigns", "Existence", "Agreements", "Arbitration", "Disclosures", "Disability", "Venues", "Payments", "Vacations", "Death", "Counterparts", "Expenses", "Forfeitures", "Anti-Corruption Laws", "Waivers", "Confidentiality", "No Conflicts", "Defined Terms", "Submission To Jurisdiction", "Jurisdictions", "Specific Performance", "Positions", "Waiver Of Jury Trials", "Enforceability", "Modifications", "Terminations", "Sales", "Terms", "Fees", "Interests", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually\u2011signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.", "references": ["Construction", "Sanctions", "Participations", "Erisa", "Records", "Subsidiaries", "Submission To Jurisdiction", "Integration", "Vesting", "Assignments", "Confidentiality", "Consent To Jurisdiction", "Existence", "No Waivers", "Specific Performance", "Effective Dates", "Interests", "Warranties", "Governing Laws", "Indemnifications", "Fees", "Death", "No Defaults", "Authority", "Representations", "Waiver Of Jury Trials", "Qualifications", "Intellectual Property", "Taxes", "Transactions With Affiliates", "Counterparts"], "gold": ["Counterparts"]}
+{"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 hereto with respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings with respect to the subject matter contained herein, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter.", "references": ["Applicable Laws", "Financial Statements", "Books", "Costs", "Cooperation", "Definitions", "Vacations", "Successors", "Notices", "Benefits", "Liens", "Subsidiaries", "Capitalization", "Brokers", "Counterparts", "Defined Terms", "Arbitration", "Authorizations", "Consents", "Publicity", "Non-Disparagement", "Intellectual Property", "Litigations", "Transactions With Affiliates", "Assignments", "Powers", "Enforceability", "Participations", "No Waivers", "Duties", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any other party hereto, or any Related Party thereof, in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court.\u00a0 Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.", "references": ["Specific Performance", "Enforceability", "Consent To Jurisdiction", "Employment", "No Waivers", "Survival", "Non-Disparagement", "Change In Control", "Effectiveness", "Assigns", "Amendments", "Sanctions", "Disclosures", "Withholdings", "Indemnity", "Entire Agreements", "Agreements", "Indemnifications", "Authorizations", "Consents", "Terms", "Use Of Proceeds", "Subsidiaries", "Adjustments", "Brokers", "Vesting", "Fees", "Anti-Corruption Laws", "No Defaults", "Participations", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "This Agreement shall be governed by and interpreted under the laws of the State of New York, USA, without giving effect to any conflict of law principle that would otherwise result in the application of the laws of any State or jurisdiction other than the State of New York, USA, except that Section 13.02(b) and any arbitration thereunder shall be governed by the Federal Arbitration Act, Chapters 1 and 2 as long as such Chapters are applicable.", "references": ["Further Assurances", "Agreements", "Compliance With Laws", "Withholdings", "Qualifications", "Authority", "Costs", "Erisa", "Death", "Insurances", "Enforceability", "No Conflicts", "Solvency", "Disclosures", "General", "Existence", "Titles", "Severability", "Transactions With Affiliates", "Intellectual Property", "Positions", "Publicity", "Remedies", "Adjustments", "Organizations", "Successors", "Amendments", "Use Of Proceeds", "Participations", "Jurisdictions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and any person acquiring all or substantially all of the Company's assets or business.\u00a0 If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the time of the Participant's death, such rights shall be settled for and such benefits shall be distributed to the Designated Beneficiary in accordance with the provisions of this Award Agreement and the Plan.\u00a0 The \" Designated Beneficiary \" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require.\u00a0 The Participant's designation of beneficiary may be amended or revoked by the Participant in accordance with any procedures established by the Committee.\u00a0 If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal representative of the estate of the Participant.\u00a0 If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the Designated Beneficiary's benefits under this Award Agreement, then any benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the Designated Beneficiary.", "references": ["Brokers", "Amendments", "No Defaults", "Modifications", "Authorizations", "Survival", "Duties", "Indemnifications", "Defined Terms", "Representations", "Liens", "Interests", "Capitalization", "Confidentiality", "Assignments", "Effective Dates", "Participations", "Change In Control", "Consents", "Adjustments", "Releases", "Consent To Jurisdiction", "Organizations", "Sanctions", "Counterparts", "Tax Withholdings", "Qualifications", "Existence", "Financial Statements", "Terminations", "Successors"], "gold": ["Successors"]}
+{"input": "This letter agreement shall be administered, interpreted and enforced under the laws of the State of Maine without regard to the conflicts of law principles thereof.", "references": ["Taxes", "Participations", "Qualifications", "Terms", "Confidentiality", "Effective Dates", "Payments", "Counterparts", "Arbitration", "Withholdings", "Publicity", "Miscellaneous", "Forfeitures", "Approvals", "Authorizations", "Existence", "Sanctions", "Survival", "Litigations", "Effectiveness", "Definitions", "Closings", "Subsidiaries", "Use Of Proceeds", "Organizations", "Liens", "Authority", "Interpretations", "General", "Releases", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "(a)\u00a0 IBM agrees to pay to the Administrative Agent, for the account of each Lender, a facility fee for each day during the Revolving Credit Commitment Period.\u00a0 Such fee shall be payable quarterly in arrears on the last day of each March, June, September\u00a0and December\u00a0and on the Termination Date and shall be computed for each day during such period at a rate per annum equal to the Facility Fee Rate in effect on such day on the aggregate amount of the Revolving Credit Commitments in effect on such day regardless of usage (or, if the Revolving Credit Commitments shall have been terminated, on the average aggregate outstanding principal amount of the Loans on such day).", "references": ["Consent To Jurisdiction", "Employment", "Agreements", "Insurances", "Existence", "Change In Control", "Powers", "Venues", "Disability", "Disclosures", "Vacations", "Liens", "Authorizations", "Erisa", "Base Salary", "Capitalization", "Successors", "Representations", "Litigations", "Notices", "Titles", "Warranties", "Authority", "Waivers", "Construction", "Jurisdictions", "Effectiveness", "Indemnity", "Transactions With Affiliates", "Solvency", "Fees"], "gold": ["Fees"]}
+{"input": "The Borrower shall, at any time or from time to time upon the request of the Lender, execute and deliver such further documents and do such other acts and things as the Lender may reasonably request in order to effect fully the purposes of this Agreement the other Loan Documents and to provide for the payment and performance of the Obligations of the Borrower in accordance with the terms of this Agreement and the other Loan Documents.", "references": ["Employment", "Amendments", "Benefits", "Disclosures", "Compliance With Laws", "Cooperation", "Duties", "Taxes", "Definitions", "No Waivers", "Assignments", "Books", "Enforceability", "Qualifications", "Interests", "Anti-Corruption Laws", "Headings", "Modifications", "Withholdings", "Disability", "Integration", "Enforcements", "Transactions With Affiliates", "Subsidiaries", "Intellectual Property", "Litigations", "No Conflicts", "Financial Statements", "Tax Withholdings", "Survival", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Plan shall be interpreted, construed and administered in accordance with the laws of the State of Georgia, without giving effect to principles of conflicts of law.", "references": ["No Waivers", "Anti-Corruption Laws", "Death", "Representations", "Non-Disparagement", "Effective Dates", "Compliance With Laws", "Use Of Proceeds", "Interpretations", "Waivers", "Jurisdictions", "Records", "Cooperation", "Organizations", "Miscellaneous", "Enforcements", "Taxes", "Indemnity", "Benefits", "Positions", "Warranties", "Integration", "Employment", "Expenses", "Disclosures", "Qualifications", "Approvals", "Costs", "Participations", "Payments", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Employment Period (as defined in Section \u00a04 ), the Company shall employ Executive, and Executive shall serve, as President and Chief Executive Officer of the Company. During the Employment Period, Executive shall also serve in the same positions of employment with Silver Run as he does with the Company for no additional compensation. Executive\u2019s principal place of employment shall be at the main business offices of the Company in Houston, Texas. Defined terms used in the Agreement that are not otherwise defined herein when first used are defined in Sections 6(d) and 10(d) .", "references": ["Fees", "Qualifications", "Non-Disparagement", "Severability", "Applicable Laws", "Disclosures", "Indemnity", "Enforcements", "Jurisdictions", "No Waivers", "Representations", "Agreements", "Use Of Proceeds", "Employment", "Solvency", "Authorizations", "Powers", "Death", "Closings", "Integration", "Headings", "Benefits", "Subsidiaries", "Records", "Effective Dates", "Interests", "Arbitration", "Counterparts", "Titles", "Successors", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The undersigned Authorized Officer or chief financial officer or chief accounting officer of Borrower certifies that the Credit Parties are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Default has occurred and is continuing. Attached hereto is a Borrowing Base Availability Certificate setting forth a calculation of the Borrowing Base Availability after giving effect to the Loan requested hereby. Except as set forth on Schedule 1 attached hereto, no condemnation proceedings are pending or, to the undersigned knowledge, threatened against any Pool Property.", "references": ["Representations", "Litigations", "Assigns", "Sanctions", "Effectiveness", "Agreements", "Vesting", "Authorizations", "Books", "Approvals", "Closings", "Miscellaneous", "Publicity", "Confidentiality", "Erisa", "Authority", "Survival", "Vacations", "Definitions", "Anti-Corruption Laws", "Organizations", "Brokers", "Governing Laws", "Records", "Duties", "General", "Compliance With Laws", "Entire Agreements", "Severability", "Disability", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the trading market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws, (ii) processing expenses of the Placement Agent, including, but not limited to, printing expenses, messenger, telephone and delivery expenses and customary marketing expenses, (iii) fees and disbursements of counsel and independent public accountants for the Company, (iv) fees and disbursements of one counsel to the Placement Agent, and (v) filing fees and counsel fees of the Placement Agent if a determination is made that a FINRA Rule 5110 filing is required to be made with respect to the Registration Statement.", "references": ["Brokers", "Survival", "Headings", "Anti-Corruption Laws", "Terminations", "Construction", "Litigations", "Insurances", "Notices", "Severability", "Defined Terms", "Taxes", "Books", "Enforcements", "Cooperation", "Interests", "Miscellaneous", "Payments", "Liens", "Withholdings", "Enforceability", "Qualifications", "Records", "Terms", "Specific Performance", "Representations", "Effective Dates", "Interpretations", "Releases", "Disability", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Plan, e ach award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Maryland and construed in accordance therewith without giving effect to principles of conflicts of laws.", "references": ["Amendments", "Anti-Corruption Laws", "Interpretations", "Existence", "Definitions", "Capitalization", "Assignments", "Vesting", "Disability", "Organizations", "Vacations", "Employment", "Indemnifications", "Disclosures", "Enforcements", "Approvals", "Entire Agreements", "Costs", "Construction", "Assigns", "Intellectual Property", "Payments", "Liens", "Jurisdictions", "Participations", "Counterparts", "Non-Disparagement", "Duties", "Notices", "Applicable Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The headings of the paragraphs of this Agreement are for convenience only and are not binding on any interpretation of this Agreement.", "references": ["Sanctions", "Vacations", "Intellectual Property", "Base Salary", "Qualifications", "Governing Laws", "Employment", "Brokers", "Transactions With Affiliates", "Anti-Corruption Laws", "Indemnity", "Terms", "Financial Statements", "Payments", "Counterparts", "Jurisdictions", "Existence", "Consents", "Assigns", "Withholdings", "Enforceability", "Liens", "Waiver Of Jury Trials", "Records", "Organizations", "Positions", "No Defaults", "Erisa", "Miscellaneous", "Vesting", "Construction"], "gold": ["Construction"]}
+{"input": "In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents.\u00a0The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.", "references": ["Employment", "Survival", "Forfeitures", "Jurisdictions", "Terms", "Expenses", "Adjustments", "Sanctions", "Books", "Authorizations", "Construction", "Qualifications", "No Conflicts", "Duties", "Tax Withholdings", "Records", "Non-Disparagement", "Enforceability", "Definitions", "Vesting", "Litigations", "Use Of Proceeds", "Fees", "Disability", "Positions", "Participations", "Effective Dates", "Compliance With Laws", "Benefits", "Enforcements", "Remedies"], "gold": ["Remedies"]}
+{"input": "Subject to Section 6.9, the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.", "references": ["Waivers", "Cooperation", "Participations", "Terminations", "Taxes", "Specific Performance", "Applicable Laws", "Survival", "Construction", "Liens", "Anti-Corruption Laws", "Transactions With Affiliates", "Subsidiaries", "Employment", "Closings", "Effectiveness", "Vacations", "Capitalization", "General", "No Waivers", "Arbitration", "Remedies", "Waiver Of Jury Trials", "Withholdings", "Modifications", "Erisa", "Benefits", "Binding Effects", "Titles", "Assigns", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "The Parties agree to resolve all disputes that remain unresolved by binding arbitration administered by the American Arbitration Association (\u201c AAA \u201d) pursuant to AAA\u2019s Commercial Arbitration Rules. The Parties agree that the arbitration will be held in Salt Lake County, Utah before a single disinterested arbitrator who is a former federal or state court judge experienced in handling commercial disputes. The Parties agree to jointly appoint an arbitrator within thirty (30) days of initiating arbitration. If the Parties are unable to agree, the arbitrator shall be appointed from the AAA panel in accordance with AAA\u2019s rules. The arbitrator\u2019s award will be final and binding and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrator\u2019s ability to award damages shall be limited pursuant to Section 10.03; provided, however, that the arbitrator will have the power to apportion the costs associated with arbitration. Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural Laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive Law of the State of Utah. If any provision of this Section 7.03 is held to be unenforceable, such provision will be severed and will not affect either the duty to arbitrate or any other provision hereof.", "references": ["Closings", "Adjustments", "Amendments", "Successors", "No Conflicts", "Vacations", "Forfeitures", "Costs", "Fees", "Positions", "Organizations", "Binding Effects", "Benefits", "Taxes", "Waiver Of Jury Trials", "Qualifications", "No Defaults", "Change In Control", "Warranties", "Effectiveness", "Powers", "Use Of Proceeds", "Disability", "Tax Withholdings", "Assignments", "Jurisdictions", "Approvals", "Construction", "Erisa", "No Waivers", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Company shall have the right to assign any of its rights and to delegate any of its duties under this Agreement to any of its Subsidiaries or affiliates .", "references": ["Headings", "Taxes", "Integration", "Terminations", "Authorizations", "Entire Agreements", "Consents", "Representations", "Forfeitures", "Costs", "Participations", "Qualifications", "Powers", "Death", "Change In Control", "Closings", "Capitalization", "Subsidiaries", "Anti-Corruption Laws", "Modifications", "Amendments", "Submission To Jurisdiction", "Governing Laws", "Brokers", "Interpretations", "Liens", "Positions", "Duties", "Counterparts", "Vacations", "Assignments"], "gold": ["Assignments"]}
+{"input": "The terms of this Agreement cannot be modified, supplemented or rescinded by a party to this Agreement except in writing signed by each party to be bound by such modification, supplement or rescission.", "references": ["Arbitration", "Enforceability", "Liens", "Enforcements", "Submission To Jurisdiction", "Survival", "Definitions", "Confidentiality", "Authority", "Consents", "No Waivers", "Adjustments", "Modifications", "Applicable Laws", "Assigns", "Intellectual Property", "Governing Laws", "Specific Performance", "Taxes", "Positions", "Representations", "General", "Venues", "Vesting", "Disability", "Death", "Capitalization", "Payments", "Binding Effects", "Indemnity", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement is binding upon you, your heirs, executors, administrators, successors and assigns.", "references": ["Amendments", "Compliance With Laws", "Employment", "Waivers", "Liens", "Defined Terms", "Effectiveness", "Integration", "Jurisdictions", "Publicity", "Interests", "Books", "General", "Expenses", "Indemnifications", "Adjustments", "Remedies", "Construction", "Warranties", "Assigns", "Consent To Jurisdiction", "Counterparts", "Authority", "Participations", "Notices", "Withholdings", "Terms", "Use Of Proceeds", "Positions", "Forfeitures", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.\u00a0\u00a0 The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company.\u00a0 All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.\u00a0 The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a03.2 hereof.", "references": ["Successors", "Approvals", "Authority", "Definitions", "Miscellaneous", "Consents", "Records", "Liens", "Governing Laws", "Books", "Use Of Proceeds", "Binding Effects", "Assigns", "Representations", "Terminations", "Interests", "Vesting", "No Defaults", "Financial Statements", "Warranties", "Defined Terms", "Specific Performance", "Benefits", "Capitalization", "Subsidiaries", "Further Assurances", "Terms", "Participations", "Jurisdictions", "Withholdings", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which will constitute one and the same instrument.", "references": ["Arbitration", "Records", "Authority", "Cooperation", "Terms", "Remedies", "Participations", "Confidentiality", "Severability", "Warranties", "Closings", "Transactions With Affiliates", "Anti-Corruption Laws", "Successors", "Representations", "Venues", "Releases", "Tax Withholdings", "Governing Laws", "Death", "Entire Agreements", "Waivers", "Interests", "Compliance With Laws", "Non-Disparagement", "Miscellaneous", "Terminations", "No Waivers", "Agreements", "Binding Effects", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyers. The Company agrees to indemnify and hold harmless each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.", "references": ["Successors", "Remedies", "Tax Withholdings", "Positions", "Entire Agreements", "Waivers", "Insurances", "Subsidiaries", "Approvals", "Solvency", "Agreements", "Assignments", "Costs", "Base Salary", "Venues", "No Conflicts", "Cooperation", "Titles", "Compliance With Laws", "Indemnifications", "Withholdings", "Further Assurances", "Interests", "Publicity", "General", "Records", "Specific Performance", "Employment", "Waiver Of Jury Trials", "Taxes", "Survival"], "gold": ["Survival"]}
+{"input": "The issuance by an Issuing Bank of any amendment, supplement or other modification to any Letter of Credit issued by such Issuing Bank shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the applicable Issuing Bank and the Administrative Agent), and no such amendment, supplement or other modification shall be issued unless either (i)\u00a0the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii)\u00a0the Administrative Agent and the applicable Revolving Lenders, if any, required by Section\u00a0 12.6. shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section\u00a0 3.5. (c).", "references": ["Agreements", "Confidentiality", "Adjustments", "Consent To Jurisdiction", "Specific Performance", "Approvals", "Employment", "Taxes", "Waivers", "Indemnifications", "Closings", "General", "Financial Statements", "Terms", "Records", "Sanctions", "Transactions With Affiliates", "Duties", "Representations", "Vacations", "Effective Dates", "Intellectual Property", "Severability", "Change In Control", "Authority", "Construction", "Anti-Corruption Laws", "Forfeitures", "Death", "Notices", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each Party acknowledges and agrees that if the Closing fails to occur, or is rendered incapable of occurring, as a result of the breach by such Party of any term or provision of this Purchase Agreement (such breach, a \u201c Closing Failure Breach \u201d), the other Parties would be damaged irreparably and monetary damages may not be a sufficient remedy. Accordingly, each Party agrees that the other Parties shall be entitled to injunctive relief to prevent any such Closing Failure Breach and to enforce specifically this Purchase Agreement and the terms and provisions hereof in court, subject to Section \u00a012.10 ; provided, that , for the avoidance of doubt, such remedies shall be in addition to any other remedies which any Party may have under this Purchase Agreement.", "references": ["Amendments", "Terminations", "Entire Agreements", "Headings", "Jurisdictions", "Death", "Books", "Powers", "Effectiveness", "Cooperation", "Vacations", "Adjustments", "Withholdings", "Severability", "Taxes", "Notices", "Assigns", "Successors", "Non-Disparagement", "Fees", "Defined Terms", "Submission To Jurisdiction", "Organizations", "Records", "Sales", "Representations", "Miscellaneous", "Consents", "Venues", "No Conflicts", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The Company has good and marketable title to the IP Assets. The IP Assets are free and clear of all Encumbrances. There are no actions, suits, claims or proceedings threatened, pending or in progress on the part of the IP Assets and the Company has not received notice of (and the Company is not aware of any facts or circumstances which could reasonably be expected to give rise to) any other actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the IP Assets. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the IP Assets and any preexisting contracts, agreements, options or commitments with Company in connection with the IP Assets have been terminated in their entirety. The IP Assets listed in the Intellectual Property Assignment Agreement in Schedule A represent all IP Assets owned or used by the Company in connection with the Stony Hill trademark. Schedule 2 includes (i) all usernames and passwords granting unlimited and unrestricted access relating to the management, custody and control of the domain names listed on Schedule 2 or the like hosted or otherwise made available through GoDaddy or any other domain or hosting service provider account in the Company\u2019s custody and control; and (ii) all usernames and passwords associated with the management, custody and control of the social media accounts listed on Schedule 2 . Notwithstanding the foregoing, to avoid confusion, Marley and Dalton agree not to use the domain, www.stonyhillcorp.com,. Company warrants and represents that www.stonyhillcorp.com will not be used in breach of this Agreement and will be made nonoperational as of the License Termination Date (defined below).", "references": ["Defined Terms", "Vacations", "Payments", "Terms", "Severability", "Costs", "Liens", "Waivers", "Sanctions", "Definitions", "Arbitration", "Powers", "Consent To Jurisdiction", "Indemnifications", "Erisa", "General", "Miscellaneous", "Integration", "Disclosures", "Terminations", "Taxes", "Duties", "Submission To Jurisdiction", "Transactions With Affiliates", "Specific Performance", "Indemnity", "Amendments", "Change In Control", "Brokers", "Base Salary", "Titles"], "gold": ["Titles"]}
+{"input": "No amendment to this Agreement shall be valid unless such amendment is in writing and is signed by authorized representatives of all the parties to this Agreement.", "references": ["Successors", "Vesting", "Agreements", "Entire Agreements", "Authority", "Transactions With Affiliates", "Remedies", "Severability", "Intellectual Property", "Terms", "Insurances", "Death", "Releases", "Waiver Of Jury Trials", "Specific Performance", "Publicity", "Sanctions", "Enforcements", "Liens", "Employment", "Capitalization", "Further Assurances", "Records", "No Conflicts", "Defined Terms", "Survival", "Payments", "Expenses", "Participations", "Financial Statements", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5)\u00a0days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section\u00a010.08 shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under clause (n)\u00a0of Article VII hereof as a result of any such notice of termination.", "references": ["Interests", "Headings", "Consents", "Payments", "Change In Control", "Subsidiaries", "Applicable Laws", "Terms", "Waivers", "Warranties", "Publicity", "Base Salary", "Successors", "Indemnity", "Records", "Authority", "Jurisdictions", "Approvals", "Adjustments", "Duties", "Erisa", "Severability", "Brokers", "Arbitration", "Benefits", "Releases", "Indemnifications", "Consent To Jurisdiction", "No Conflicts", "Confidentiality", "Terminations"], "gold": ["Terminations"]}
+{"input": "Each party agrees that it will, upon request, execute and deliver any additional customary documents and perform any additional customary actions reasonably necessary to complete the Exchange and to cause such party\u2019s representations and warranties contained in this Agreement to be true and correct as of the Closing.", "references": ["Subsidiaries", "Venues", "Organizations", "Binding Effects", "Qualifications", "Base Salary", "Enforcements", "Jurisdictions", "Forfeitures", "Costs", "Integration", "Intellectual Property", "No Waivers", "Specific Performance", "Survival", "Successors", "Publicity", "Interests", "Definitions", "Miscellaneous", "Waiver Of Jury Trials", "Insurances", "Books", "Consent To Jurisdiction", "Consents", "Interpretations", "Terms", "Cooperation", "Payments", "Indemnifications", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever: (a)\u00a0the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the maximum extent permitted by law; (b)\u00a0such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c)\u00a0to the maximum extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.", "references": ["Releases", "Disability", "Venues", "Authority", "Integration", "Books", "Jurisdictions", "Representations", "Insurances", "Benefits", "Vesting", "Counterparts", "Interpretations", "Effective Dates", "Use Of Proceeds", "Fees", "Closings", "Construction", "Warranties", "Financial Statements", "Entire Agreements", "No Defaults", "No Conflicts", "Applicable Laws", "Publicity", "Change In Control", "Anti-Corruption Laws", "Enforceability", "Assigns", "Positions", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may not be amended or modified except by a written instrument specifically referring to this Agreement and executed by all of the Parties.", "references": ["Tax Withholdings", "Submission To Jurisdiction", "Erisa", "Cooperation", "Use Of Proceeds", "Assignments", "Consents", "Warranties", "Records", "Further Assurances", "Books", "Interpretations", "Successors", "Employment", "Financial Statements", "Governing Laws", "Integration", "Fees", "Organizations", "Costs", "Anti-Corruption Laws", "Notices", "Liens", "Confidentiality", "Arbitration", "Disclosures", "Non-Disparagement", "Definitions", "Sanctions", "Transactions With Affiliates", "Amendments"], "gold": ["Amendments"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of: (i) 249,000,000 shares of Common Stock, of which approximately 8,839,347 shares are issued and outstanding; and (ii) 1,000,000 shares of preferred stock, of which none are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company\u2019s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of Common Stock and 33,277,870 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company\u2019s Certificate of Incorporation as in effect on the date hereof (\u201cCertificate of Incorporation\u201d), the Company\u2019s By-laws, as in effect on the date hereof (the \u201cBy-laws\u201d), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company\u2019s Chief Executive on behalf of the Company as of the Closing Date.", "references": ["Specific Performance", "Construction", "Fees", "Submission To Jurisdiction", "Effective Dates", "Interests", "Financial Statements", "Use Of Proceeds", "Remedies", "Forfeitures", "Further Assurances", "Binding Effects", "Disability", "Modifications", "Brokers", "Solvency", "Counterparts", "Sanctions", "Assigns", "Representations", "Survival", "Enforcements", "Vacations", "Non-Disparagement", "Effectiveness", "Expenses", "Subsidiaries", "Closings", "Amendments", "Agreements", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "No provision of this Agreement may be amended unless such amendment is approved in writing by Parent and by the Beneficiaries or Blocker Corporation Owner who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Beneficiaries or Blocker Corporation Owners hereunder if the Company had exercised its right of early termination under Section 4.2 on the date of the most recent Exchange prior to such Amendment (excluding, for purposes of this sentence, all payments made to any Beneficiary or Blocker Corporation Owner pursuant to this Agreement since the date of such most recent Exchange); provided that no such amendment shall be effective if such amendment will have a materially disproportionate effect on the payments certain Beneficiaries or Blocker Corporation Owners may receive under this Agreement unless at least two-thirds of such Beneficiaries or Blocker Corporation Owners materially disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective.", "references": ["Employment", "Integration", "Liens", "Expenses", "Arbitration", "Qualifications", "Definitions", "Terminations", "Benefits", "General", "Counterparts", "Erisa", "Specific Performance", "No Conflicts", "Death", "Releases", "Construction", "Governing Laws", "Taxes", "Authorizations", "Organizations", "Solvency", "Consent To Jurisdiction", "Enforcements", "Capitalization", "Waivers", "Withholdings", "Terms", "Use Of Proceeds", "Closings", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement along with the Plan constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RPUs granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.", "references": ["Litigations", "Fees", "Vacations", "Consent To Jurisdiction", "Erisa", "Powers", "Organizations", "Interests", "Indemnity", "Expenses", "General", "Tax Withholdings", "Warranties", "Taxes", "Survival", "No Conflicts", "Approvals", "Base Salary", "Cooperation", "Capitalization", "Modifications", "Transactions With Affiliates", "Severability", "Subsidiaries", "Brokers", "Change In Control", "Terms", "Indemnifications", "Jurisdictions", "Existence", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Subject to the terms hereof, Executive\u2019s employment hereunder shall commence on January 4, 2018 (the \u201c Start Date \u201d) and continue until terminated hereunder by either party (such term of employment referred to herein as the \u201c Term \u201d).", "references": ["Consents", "Vacations", "Enforceability", "Solvency", "Erisa", "Waivers", "Insurances", "Interests", "Financial Statements", "Interpretations", "Expenses", "Sanctions", "Litigations", "Use Of Proceeds", "Governing Laws", "Powers", "General", "Existence", "Waiver Of Jury Trials", "Integration", "Transactions With Affiliates", "Miscellaneous", "Fees", "Consent To Jurisdiction", "Payments", "Amendments", "Releases", "Costs", "Benefits", "Disability", "Terms"], "gold": ["Terms"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of Buyer and Seller; provided , however , that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its affiliates and (ii) designate one or more of its affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).", "references": ["Consent To Jurisdiction", "Liens", "Enforceability", "Integration", "Financial Statements", "Amendments", "Terminations", "Authorizations", "Sales", "Confidentiality", "Assigns", "Counterparts", "Severability", "Warranties", "Governing Laws", "Closings", "Tax Withholdings", "Waiver Of Jury Trials", "Defined Terms", "Subsidiaries", "Taxes", "Notices", "Sanctions", "Waivers", "Disability", "Binding Effects", "Payments", "Solvency", "Approvals", "Interests", "Assignments"], "gold": ["Assignments"]}
+{"input": "Recognizing that the knowledge, information and relationship with customers, suppliers and agents, and the knowledge of the Company\u2019s and its parents\u2019, subsidiaries\u2019 and affiliates\u2019 business methods, systems, plans and policies, which Executive shall hereafter establish, receive or obtain as an employee of the Company or any such parent, subsidiary or affiliate, are valuable and unique assets of the businesses of the Company and its parents, subsidiaries and affiliates, Executive agrees that, during and after the Term hereunder, he shall not (otherwise than pursuant to his duties hereunder) disclose, without the prior written approval of the Board, any such knowledge or information pertaining to the Company or any of its parents, subsidiaries and affiliates, their business, personnel or policies, to any person, firm, corporation or other entity, for any reason or purpose whatsoever. The provisions of this Section 11(b) shall not apply to information which is or shall become generally known to the public or the trade (except by reason of Executive\u2019s breach of his obligations hereunder), information which is or shall become available in trade or other publications and information which Executive is required to disclose by law or an order of a court of competent jurisdiction. If Executive is required by law or a court order to disclose such information, he shall notify the Company of such requirement and provide the Company an opportunity (if the Company so elects) to contest such law or court order. Executive agrees that all tangible materials containing confidential information, whether created by Executive or others which shall come into Executive\u2019s custody or possession during Executive\u2019s employment shall be and is the exclusive property of the Company or its parents, subsidiaries and affiliates. Upon termination of Executive\u2019s employment for any reason whatsoever, Executive shall immediately surrender to the Company all confidential information and property of the Company or its parents, subsidiaries or affiliates in Executive\u2019s possession.", "references": ["Disclosures", "Fees", "Severability", "Qualifications", "Subsidiaries", "Vacations", "Representations", "Construction", "Sanctions", "Closings", "Indemnifications", "Binding Effects", "Adjustments", "Withholdings", "Duties", "Financial Statements", "Amendments", "Positions", "Use Of Proceeds", "Change In Control", "Existence", "Cooperation", "Interpretations", "Remedies", "Headings", "Waivers", "Defined Terms", "Submission To Jurisdiction", "Non-Disparagement", "Intellectual Property", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Employee\u2019s health insurance benefits shall cease on the last day of August\u00a02018, subject to Employee\u2019s right to continue his/her health insurance under COBRA.\u00a0 Employee\u2019s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of bonuses, vacation, and paid time off, ceased as of the Termination Date.", "references": ["Approvals", "Representations", "Books", "Venues", "No Waivers", "No Conflicts", "Payments", "Solvency", "Terms", "Enforcements", "Adjustments", "Base Salary", "Interests", "Qualifications", "Binding Effects", "Counterparts", "Disclosures", "Waivers", "Headings", "General", "Jurisdictions", "Miscellaneous", "Positions", "Taxes", "Terminations", "Capitalization", "Tax Withholdings", "Consents", "Existence", "Powers", "Benefits"], "gold": ["Benefits"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of any be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives.\u00a0\u00a0This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company\u2019s request.", "references": ["Survival", "Intellectual Property", "Organizations", "No Conflicts", "Interpretations", "Interests", "Venues", "Solvency", "Withholdings", "Payments", "Liens", "Waiver Of Jury Trials", "Insurances", "Costs", "Titles", "Jurisdictions", "Compliance With Laws", "Benefits", "Submission To Jurisdiction", "Headings", "Construction", "Closings", "Assigns", "Anti-Corruption Laws", "Terms", "Base Salary", "Sanctions", "Use Of Proceeds", "Change In Control", "Taxes", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of a majority of the then outstanding Registrable Securities; provided, however , that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.", "references": ["Entire Agreements", "Approvals", "Employment", "Counterparts", "No Conflicts", "Liens", "Releases", "Disclosures", "Agreements", "Insurances", "Enforcements", "Sales", "Records", "Authorizations", "Representations", "Survival", "Erisa", "Successors", "Waiver Of Jury Trials", "Intellectual Property", "Sanctions", "Definitions", "Indemnifications", "Fees", "Waivers", "Warranties", "Binding Effects", "Forfeitures", "Tax Withholdings", "Vacations", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may be executed in two counterparts, each of \u00a0 which shall be deemed to be an original but both of which together will constitute one and the same \u00a0 instrument.", "references": ["Approvals", "Base Salary", "Governing Laws", "Participations", "Remedies", "Effectiveness", "No Defaults", "Qualifications", "Cooperation", "Titles", "Arbitration", "Assignments", "Solvency", "Anti-Corruption Laws", "Expenses", "No Waivers", "Duties", "Survival", "Waiver Of Jury Trials", "Releases", "Miscellaneous", "Definitions", "Powers", "Consents", "Financial Statements", "Employment", "Brokers", "Headings", "Modifications", "Capitalization", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement and the Proprietary Information Agreement and any other similar agreement regarding confidentiality, intellectual property rights, non-competition or non-solicitation constitute the entire agreement between the parties with respect to the matters set forth herein and supersede all prior agreements and understandings between the parties with respect to the same.", "references": ["Headings", "Powers", "Base Salary", "Consent To Jurisdiction", "Employment", "Brokers", "Compliance With Laws", "Use Of Proceeds", "Assigns", "No Waivers", "Payments", "Venues", "Erisa", "Qualifications", "Defined Terms", "General", "Jurisdictions", "Duties", "Remedies", "Financial Statements", "Specific Performance", "Non-Disparagement", "Waivers", "Indemnifications", "Notices", "Modifications", "Representations", "Liens", "Subsidiaries", "Terminations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Executive acknowledges and agrees that he/she shall maintain the confidentiality of this Agreement and shall not disclose it to any other employee of the Company or other person; provided , however , he/she may disclose it to his/her spouse and/or legal counsel or as required by law and he/she may disclose or discuss any items of this Agreement which the Company has disclosed in its annual proxy statement filed in accordance with the Exchange Act or other applicable regulation.", "references": ["Powers", "Sales", "Effective Dates", "Titles", "Capitalization", "Terms", "Warranties", "Interests", "Anti-Corruption Laws", "Base Salary", "Cooperation", "Binding Effects", "Counterparts", "Amendments", "Costs", "Survival", "Venues", "Insurances", "Arbitration", "Waivers", "Tax Withholdings", "Representations", "Severability", "Records", "Vacations", "Agreements", "Solvency", "Vesting", "Use Of Proceeds", "Closings", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Any party hereto may by written notice to the other parties ( A )\u00a0extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, ( B )\u00a0waive compliance with any of the conditions or covenants of the other parties contained in this Agreement, and ( C )\u00a0waive or modify performance of any of the obligations of the other parties under this Agreement.\u00a0\u00a0Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, but not limited to, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein.\u00a0\u00a0The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party to exercise any right or privilege hereunder shall be deemed a waiver of such party\u2019s rights or privileges hereunder or shall be deemed a waiver of such party\u2019s rights to exercise the same at any subsequent time or times hereunder.", "references": ["Applicable Laws", "Change In Control", "Integration", "Closings", "Indemnity", "Intellectual Property", "Indemnifications", "Terminations", "Submission To Jurisdiction", "Assignments", "Releases", "General", "Warranties", "Confidentiality", "Vacations", "Positions", "Benefits", "Forfeitures", "Successors", "Binding Effects", "Further Assurances", "Enforcements", "Books", "Insurances", "Taxes", "No Waivers", "Powers", "No Conflicts", "Interests", "Authorizations", "Waivers"], "gold": ["Waivers"]}
+{"input": "Lender may at any time declare the entire unpaid principal balance of this Note, together with all accrued but unpaid interest thereon, immediately due and payable. Upon such demand, the entire unpaid principal balance of this Note, together with all accrued but unpaid interest thereon, shall automatically and immediately become due and payable, and thereafter Lender may proceed to enforce payment of the same and to exercise any and all of the rights and remedies afforded herein as well as all other rights and remedies possessed by Lender by law or otherwise.\u00a0\u00a0The entire unpaid principal balance of, and all accrued and unpaid interest on, this Note shall immediately be due and payable upon the occurrence of Borrower\u2019s (a) commencement of a voluntary case under Title 11 of the United States Code, or (b) filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed against Borrower commencing an involuntary case under said Title 11 or failure to controvert timely the material allegations of such petition.", "references": ["Base Salary", "Change In Control", "Terms", "Participations", "Fees", "Anti-Corruption Laws", "Integration", "Expenses", "Consent To Jurisdiction", "Forfeitures", "Submission To Jurisdiction", "Effectiveness", "Books", "Binding Effects", "Definitions", "Interpretations", "Representations", "Survival", "Subsidiaries", "Benefits", "Duties", "Titles", "Vesting", "Applicable Laws", "Insurances", "Authorizations", "Use Of Proceeds", "Authority", "Warranties", "Terminations", "Remedies"], "gold": ["Remedies"]}
+{"input": "If it is determined by the final order of a court of competent jurisdiction, which is not subject to further appeal, that Agent or any Lender breached any of their obligations under the Loan Documents and have not remedied or cured the same with reasonable promptness following notice thereof, Agent or such Lenders' responsibilities shall be limited to the payment of any actual, direct, compensatory damages sustained by Borrower as a result thereof plus Borrower's reasonable costs and expenses, including, without limitation, actual and reasonable attorneys' fees and disbursements in connection with such court proceedings.", "references": ["Terminations", "Venues", "Expenses", "Amendments", "Employment", "No Defaults", "Vesting", "Assigns", "Closings", "Capitalization", "Organizations", "Forfeitures", "Arbitration", "Change In Control", "Liens", "Survival", "Compliance With Laws", "Miscellaneous", "Tax Withholdings", "Effective Dates", "Non-Disparagement", "Anti-Corruption Laws", "Subsidiaries", "Successors", "Use Of Proceeds", "Death", "Counterparts", "Severability", "Sales", "Submission To Jurisdiction", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington.\u00a0\u00a0Any dispute arising between the parties relating in any manner to this Agreement shall be brought in a federal or state court located in Seattle, Washington.", "references": ["Qualifications", "Effective Dates", "Positions", "Publicity", "Titles", "Adjustments", "Withholdings", "Indemnity", "Warranties", "Expenses", "Death", "Indemnifications", "Authorizations", "Jurisdictions", "Use Of Proceeds", "Change In Control", "Closings", "Disclosures", "Compliance With Laws", "Benefits", "Notices", "No Defaults", "Taxes", "Disability", "Participations", "Agreements", "Venues", "Amendments", "Solvency", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. All agreements, representations, and warranties made herein and in the certificates delivered pursuant hereto shall survive the issuance to the Participant of the Options and any Option Shares and shall continue in full force and effect. The terms of Section 5-8, 12, 13, 15, 17-20, and 22 shall expressly survive the forfeiture of any Options and the termination of this Agreement.", "references": ["Modifications", "Use Of Proceeds", "Liens", "Closings", "Assigns", "Interpretations", "Cooperation", "Disability", "Disclosures", "Qualifications", "Governing Laws", "Transactions With Affiliates", "Anti-Corruption Laws", "Sales", "Specific Performance", "No Defaults", "Authority", "Vacations", "Interests", "Entire Agreements", "Confidentiality", "Terms", "Defined Terms", "Arbitration", "Jurisdictions", "Further Assurances", "General", "Change In Control", "Definitions", "Participations", "Survival"], "gold": ["Survival"]}
+{"input": "No Credit Party shall, directly or indirectly, enter into any transaction (including, without limitation, the purchase, sale, or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees but excluding the making of a Restricted Payment permitted hereby), with any Affiliate of any Credit Party (other than another Credit Party), except (a) in the ordinary course of and pursuant to the reasonable requirements of such Credit Party\u2019s business, pursuant to a transaction which is otherwise permitted under this Agreement, and upon fair and reasonable terms not materially less favorable (taken as a whole) to such Credit Party than would be obtained in a comparable arm\u2019s-length transaction with a Person not an Affiliate of such Credit Party, and (b) the Affiliate Production Sale Agreement.", "references": ["Notices", "Disability", "Terminations", "Brokers", "Submission To Jurisdiction", "Benefits", "No Waivers", "Tax Withholdings", "Severability", "Withholdings", "Releases", "Positions", "Change In Control", "Litigations", "Sales", "Adjustments", "Base Salary", "Jurisdictions", "Costs", "Construction", "Intellectual Property", "Organizations", "Employment", "Authorizations", "Approvals", "Titles", "Enforceability", "Consents", "Liens", "General", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the Acquirer. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their permitted successors and assigns. Any attempted assignment in violation of this Section \u00a07.4 shall be void.", "references": ["Indemnity", "Construction", "Governing Laws", "Existence", "Solvency", "Fees", "Positions", "Amendments", "Participations", "Tax Withholdings", "Brokers", "Benefits", "Capitalization", "Terminations", "Records", "Vacations", "Jurisdictions", "Specific Performance", "Representations", "Books", "Liens", "Costs", "Erisa", "Effectiveness", "Successors", "Titles", "Effective Dates", "No Defaults", "Entire Agreements", "Adjustments", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement and any claims, controversy, disputed or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York.", "references": ["Records", "Change In Control", "Representations", "Insurances", "Waiver Of Jury Trials", "Amendments", "Effective Dates", "Approvals", "Anti-Corruption Laws", "Jurisdictions", "Applicable Laws", "Authorizations", "Consent To Jurisdiction", "No Conflicts", "Remedies", "Subsidiaries", "Arbitration", "Terms", "Use Of Proceeds", "Brokers", "Taxes", "Closings", "General", "Payments", "Specific Performance", "Compliance With Laws", "Tax Withholdings", "Indemnifications", "Headings", "Capitalization", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Transmission of images of signed signature pages by facsimile, e-mail or other electronic means shall have the same effect as the delivery of original signed documents in person, and an electronically transmitted copy of a fully executed document shall be sufficient for the enforcement of this Agreement.", "references": ["Forfeitures", "Effective Dates", "Employment", "Liens", "Insurances", "Payments", "Powers", "Litigations", "Terms", "Venues", "Titles", "Confidentiality", "Publicity", "Vesting", "Vacations", "Tax Withholdings", "Specific Performance", "Transactions With Affiliates", "Assignments", "Arbitration", "Organizations", "No Conflicts", "Qualifications", "Agreements", "Remedies", "Change In Control", "Entire Agreements", "Successors", "Non-Disparagement", "Costs", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof The Company is not in violation of the listing requirements of the OTC Markets Exchange (the \u201cOTC MARKETS\u201d) and does not reasonably anticipate that the Common Stock will be delisted by the OTC MARKETS in the foreseeable future, nor are the Company\u2019s securities \u201cchilled\u201d by FINRA. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.", "references": ["Employment", "Base Salary", "Governing Laws", "Releases", "Amendments", "Authority", "Books", "Qualifications", "Binding Effects", "Vesting", "Authorizations", "Entire Agreements", "Subsidiaries", "Definitions", "Counterparts", "Assignments", "Remedies", "Brokers", "Terminations", "Venues", "Modifications", "Change In Control", "Withholdings", "Litigations", "Powers", "General", "Expenses", "Intellectual Property", "Titles", "Consent To Jurisdiction", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "If any provision or clause of this Agreement, or portion thereof shall be held by any court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion.", "references": ["Representations", "Records", "Specific Performance", "Fees", "Vesting", "Brokers", "Litigations", "Consents", "Releases", "Transactions With Affiliates", "No Defaults", "Capitalization", "Submission To Jurisdiction", "Confidentiality", "Duties", "Assignments", "Waiver Of Jury Trials", "Non-Disparagement", "Payments", "Indemnifications", "Definitions", "Financial Statements", "Adjustments", "Employment", "Remedies", "Amendments", "General", "Disability", "Subsidiaries", "Defined Terms", "Severability"], "gold": ["Severability"]}
+{"input": "No amendment, modification, replacement, rescission, termination or cancellation of any provision of this Agreement will be valid, unless the same is in writing and signed by Buyer and Seller. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy.", "references": ["Authority", "Expenses", "Notices", "Base Salary", "Books", "Use Of Proceeds", "Authorizations", "Vesting", "Effectiveness", "Anti-Corruption Laws", "Change In Control", "Participations", "Fees", "Compliance With Laws", "Insurances", "Severability", "Applicable Laws", "Duties", "Approvals", "Disability", "Death", "Entire Agreements", "Powers", "Organizations", "Sanctions", "Survival", "Existence", "Effective Dates", "Arbitration", "Agreements", "Amendments"], "gold": ["Amendments"]}
+{"input": "As of the Effective Date, after giving effect to the Amendment and the transactions contemplated hereunder, the Company and its Subsidiaries, on a consolidated basis, are Solvent.", "references": ["Jurisdictions", "Records", "Assigns", "Powers", "Costs", "Construction", "Organizations", "Sanctions", "Expenses", "Anti-Corruption Laws", "Duties", "Applicable Laws", "Specific Performance", "Approvals", "Transactions With Affiliates", "Employment", "Forfeitures", "No Conflicts", "Withholdings", "Integration", "Interpretations", "No Defaults", "Releases", "Counterparts", "Successors", "Modifications", "Books", "Effective Dates", "Payments", "Headings", "Solvency"], "gold": ["Solvency"]}
+{"input": "(a)\u00a0If any Lender, or any Person that becomes a party to this Agreement pursuant to Section\u00a08.07, is not incorporated under the laws of the United States of America or a state thereof, such Person agrees that, prior to the first date on which any payment is due to it hereunder, it will deliver to each of the Company and the Administrative Agent (i)\u00a0two duly completed copies of United States Internal Revenue Service Form\u00a0W-8BEN-E or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Person is entitled to receive payments under this Agreement, without deduction or withholding of any United States federal income taxes, and (ii)\u00a0an Internal Revenue Service Form\u00a0W-8BEN-E or successor applicable form, or any other Internal Revenue Service Form prescribed by applicable law, as the case may be, to establish an exemption from United States backup withholding tax. Each Person which delivers to the Company the relevant Form pursuant to the preceding sentence further undertakes to deliver to each of the Company and the Administrative Agent two further copies of the relevant Form, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Company or the Administrative Agent, certifying that such Person is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Person from duly completing and delivering any such form with respect to it and such Person advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form\u00a0W-8BEN-E or any other Internal Revenue Service Form prescribed by applicable law, establishing an exemption from United States backup withholding tax.", "references": ["Erisa", "Litigations", "Submission To Jurisdiction", "Enforcements", "Counterparts", "Books", "Interpretations", "Expenses", "Defined Terms", "Vacations", "Waiver Of Jury Trials", "Miscellaneous", "Taxes", "Specific Performance", "Capitalization", "Indemnifications", "Non-Disparagement", "Costs", "Disclosures", "Severability", "Notices", "Jurisdictions", "Headings", "Closings", "Terminations", "Authorizations", "Assigns", "Consents", "Cooperation", "Anti-Corruption Laws", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "During the Employment Term, the Company shall pay Executive a base salary (the \u201cSalary\u201d) at the gross rate of $70,000 per month, payable in accordance with the Company\u2019s payroll practices as in effect for senior executives and prorated for any partial month in the Employment Term.", "references": ["Subsidiaries", "Sales", "Remedies", "Construction", "Headings", "Existence", "Employment", "Survival", "Costs", "Enforceability", "Integration", "Indemnifications", "Use Of Proceeds", "Brokers", "Vesting", "Sanctions", "Jurisdictions", "Terminations", "Fees", "Venues", "Entire Agreements", "Powers", "Cooperation", "Books", "Disability", "No Defaults", "Positions", "Severability", "Binding Effects", "Interpretations", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Company will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property; provided that neither the Company nor any Subsidiary need pay any such tax, assessment, governmental charge or levy if it is being contested in good faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP unless the failure to make any such payment (i)\u00a0would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii)\u00a0would have or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.", "references": ["Sanctions", "Authority", "Representations", "Sales", "Forfeitures", "Payments", "Releases", "Adjustments", "Remedies", "Specific Performance", "Jurisdictions", "Enforceability", "Non-Disparagement", "Consent To Jurisdiction", "Base Salary", "Effective Dates", "Notices", "Arbitration", "Anti-Corruption Laws", "Vacations", "Participations", "Tax Withholdings", "Cooperation", "Waiver Of Jury Trials", "Erisa", "Benefits", "Disability", "Definitions", "Venues", "Records", "Taxes"], "gold": ["Taxes"]}
+{"input": "All of the direct and indirect Subsidiaries of the Company and the Company\u2019s ownership interests therein are set forth in Subsection 2.1 of the Disclosure Schedule. The Company owns, directly or indirectly, all or a majority of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than Permitted Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, nonassessable and free of preemptive and similar rights to subscribe for or purchase securities.", "references": ["No Waivers", "Representations", "Venues", "Confidentiality", "Indemnifications", "Fees", "Warranties", "Insurances", "Sanctions", "General", "Positions", "Assignments", "Modifications", "Consents", "Governing Laws", "Change In Control", "Powers", "Defined Terms", "Arbitration", "Amendments", "Compliance With Laws", "Intellectual Property", "Financial Statements", "Disability", "Vacations", "Benefits", "Books", "Applicable Laws", "Waiver Of Jury Trials", "Brokers", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower\u2019s knowledge threatened in writing against or affecting, any Credit Party. There is no Litigation pending which would be reasonably likely to have a Material Adverse Effect or which in any manner draws into question the validity of any of the Operative Documents.", "references": ["Authorizations", "Closings", "Vacations", "Assignments", "Applicable Laws", "Death", "Insurances", "Qualifications", "Cooperation", "Tax Withholdings", "Warranties", "Survival", "Terminations", "Severability", "Approvals", "Sanctions", "Representations", "Effective Dates", "Construction", "Defined Terms", "Disclosures", "Indemnifications", "Compliance With Laws", "Change In Control", "Enforceability", "Notices", "Duties", "Indemnity", "Employment", "Enforcements", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the Transactions, the relationship of the Parties, and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the domestic Laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.", "references": ["Further Assurances", "Defined Terms", "Non-Disparagement", "Consents", "Indemnity", "Terms", "Erisa", "Authorizations", "Assigns", "Anti-Corruption Laws", "Subsidiaries", "Amendments", "Authority", "Interests", "Positions", "Warranties", "Organizations", "Forfeitures", "Tax Withholdings", "Participations", "Death", "Fees", "Taxes", "Change In Control", "Venues", "Withholdings", "Notices", "Brokers", "Specific Performance", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties irrevocably agree that any legal proceeding in respect of this Agreement may be brought in the courts of the State of New York sitting in the Borough of Manhattan or the United States District Court of the Southern District of New York sitting in the Borough of Manhattan (collectively, the \u201c Specified Courts \u201d).\u00a0 The parties hereby irrevocably submit to the nonexclusive jurisdiction of the state and federal courts of the State of New York.\u00a0 The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any Specified Court, and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.\u00a0 The parties further irrevocably consent to the service of process out of any of the Specified Courts in any such suit, action or proceeding by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to any party at its address as provided in this Agreement or as otherwise provided by applicable law.\u00a0 Nothing herein shall affect the right of any party to commence proceedings or otherwise proceed against any other party in any jurisdiction or to serve process in any other manner permitted by applicable law.\u00a0 The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. BAFC hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 11.17 any special, exemplary, punitive or consequential damages.", "references": ["Participations", "Severability", "Sales", "Assignments", "Litigations", "Definitions", "Transactions With Affiliates", "Costs", "No Conflicts", "General", "Existence", "Interests", "Positions", "No Defaults", "Erisa", "Benefits", "Modifications", "Applicable Laws", "Titles", "Waivers", "Enforceability", "Financial Statements", "Books", "Death", "Waiver Of Jury Trials", "Sanctions", "Tax Withholdings", "Base Salary", "Disclosures", "Governing Laws", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "If Company shall obtain knowledge of any Claim subject to Section 13.2(A) (Personal Injury, Death or Property Damage) or otherwise under this Agreement, Company shall give prompt notice thereof to Seller, and if Seller shall obtain any such knowledge, Seller shall give prompt notice thereof to Company.", "references": ["Terms", "Survival", "Payments", "Tax Withholdings", "Subsidiaries", "Terminations", "Powers", "Miscellaneous", "Entire Agreements", "Authorizations", "Effectiveness", "Assignments", "Warranties", "Modifications", "Liens", "Agreements", "Employment", "Effective Dates", "Enforcements", "Venues", "Base Salary", "Amendments", "Qualifications", "Financial Statements", "Books", "Sanctions", "No Conflicts", "Non-Disparagement", "Consent To Jurisdiction", "Use Of Proceeds", "Notices"], "gold": ["Notices"]}
+{"input": "If any payment is not paid when due (whether by acceleration or otherwise) or within ten (10) days thereafter due under this Note or any of the other Loan Documents, Borrower agrees to pay to Lender a late payment fee of five percent (5%) of the payment amount, with a minimum fee of $20.00. After an Event of Default, Borrower agrees to pay to Lender a fixed charge of $25.00, or Borrower agrees that Lender may, without notice, increase the Interest Rate by three percentage points (3.00%) (the \u201c Default Rate \u201d) for the period of time the default is continuing, whichever is greater. Lender may impose a non-sufficient funds fee for any check that is presented for payment that is returned for any reason. In addition, Lender may charge loan documentation fees as may be reasonably determined by the Lender.", "references": ["Approvals", "Applicable Laws", "Binding Effects", "Confidentiality", "Governing Laws", "Titles", "Change In Control", "Closings", "Definitions", "Insurances", "Arbitration", "Consent To Jurisdiction", "Construction", "No Waivers", "Assignments", "Effectiveness", "Employment", "Interpretations", "Specific Performance", "Severability", "Withholdings", "Taxes", "Benefits", "Modifications", "Payments", "Intellectual Property", "Further Assurances", "Use Of Proceeds", "Remedies", "Participations", "Fees"], "gold": ["Fees"]}
+{"input": "THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, 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, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF), EXCEPT TO THE EXTENT THAT THE PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.", "references": ["Use Of Proceeds", "Participations", "Erisa", "Sales", "No Defaults", "Change In Control", "Non-Disparagement", "Solvency", "Agreements", "Forfeitures", "Binding Effects", "Further Assurances", "Releases", "Payments", "Subsidiaries", "Definitions", "Waiver Of Jury Trials", "Costs", "Cooperation", "Tax Withholdings", "Modifications", "Counterparts", "Financial Statements", "Qualifications", "Waivers", "Intellectual Property", "Benefits", "Consent To Jurisdiction", "Remedies", "Assigns", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Committee and shall not become effective until 12 months after such date in accordance with Treas. Reg. \u00a71.409A-2(b)(1)(i).", "references": ["Capitalization", "Definitions", "Jurisdictions", "Insurances", "Survival", "Withholdings", "Participations", "Arbitration", "Entire Agreements", "Anti-Corruption Laws", "No Defaults", "No Conflicts", "Liens", "Assigns", "Litigations", "Costs", "Forfeitures", "Further Assurances", "General", "Representations", "Binding Effects", "Qualifications", "Cooperation", "Solvency", "Vesting", "Transactions With Affiliates", "Enforceability", "Governing Laws", "Intellectual Property", "Remedies", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.", "references": ["Submission To Jurisdiction", "Assignments", "Disclosures", "Titles", "Representations", "Anti-Corruption Laws", "Liens", "Solvency", "Qualifications", "Specific Performance", "Tax Withholdings", "Waiver Of Jury Trials", "Death", "Indemnifications", "Authorizations", "Headings", "Approvals", "Definitions", "Terms", "Entire Agreements", "No Defaults", "Defined Terms", "Warranties", "Cooperation", "Successors", "Disability", "Books", "Integration", "Sales", "Remedies", "Severability"], "gold": ["Severability"]}
+{"input": "Enter into any arrangement with any Person providing for the leasing by the Borrower or any Restricted Subsidiary of real or personal Property which is to be sold or transferred by the Borrower or any Restricted Subsidiary (a) to such Person or (b) to any other Person to whom funds have been or are to be advanced by such Person on the security of such Property or rental obligations of the Borrower or any Restricted Subsidiary, except for (i) any such arrangement entered into in the ordinary course of business of the Borrower and its Subsidiaries, (ii) sales or transfers by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor, (iii) sales or transfers by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary and (iv) any such arrangement to the extent that the Fair Market Value of such Property does not exceed the greater of (i) $75,000,000 and (ii) the amount of 12.5% of Consolidated EBITDA, as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at the time of such event, in the aggregate for all such arrangements.", "references": ["Miscellaneous", "Existence", "Interests", "Effectiveness", "Forfeitures", "Agreements", "Waivers", "Solvency", "Entire Agreements", "No Conflicts", "Specific Performance", "Releases", "Headings", "Financial Statements", "Publicity", "Arbitration", "Titles", "Indemnifications", "Disability", "Binding Effects", "Governing Laws", "Employment", "Approvals", "Records", "Compliance With Laws", "Expenses", "Enforcements", "Non-Disparagement", "Amendments", "Warranties", "Sales"], "gold": ["Sales"]}
+{"input": "The provisions of the Plan shall bind and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant\u2019s Beneficiaries.", "references": ["Warranties", "Payments", "Vacations", "Releases", "Authority", "Construction", "Closings", "Representations", "Integration", "Litigations", "Indemnity", "Interpretations", "Death", "Waivers", "Authorizations", "Anti-Corruption Laws", "Agreements", "Consents", "Further Assurances", "Defined Terms", "No Defaults", "Forfeitures", "Vesting", "Brokers", "Remedies", "Records", "Publicity", "Employment", "Specific Performance", "Jurisdictions", "Successors"], "gold": ["Successors"]}
+{"input": "Except for an assignment by the Investor of this Agreement or any rights hereunder to an Affiliate (which assignment shall not relieve the Investor of any obligation hereunder), neither this Agreement nor any of the rights or obligations hereunder may be assigned by either the Investor or the Company without (a) the prior written consent of the Company in the case of any assignment by the Investor or (b) the prior written consent of the Investor in the case of an assignment by the Company.", "references": ["Employment", "Defined Terms", "No Waivers", "Anti-Corruption Laws", "Approvals", "Waivers", "Further Assurances", "Records", "Solvency", "Vacations", "Costs", "Interests", "Disability", "Tax Withholdings", "Modifications", "Miscellaneous", "No Conflicts", "Applicable Laws", "Severability", "Remedies", "Effectiveness", "Enforceability", "Non-Disparagement", "Specific Performance", "Interpretations", "Powers", "Terms", "Indemnifications", "Sanctions", "Indemnity", "Assignments"], "gold": ["Assignments"]}
+{"input": "(a)\u00a0Unless previously terminated, (i)\u00a0the 2020 Dollar Tranche Commitments and the 2020 Multicurrency Tranche Commitments shall terminate on the 2020 Maturity Date, (ii)\u00a0the 2023 Dollar Tranche Commitments and the 2023 Multicurrency Tranche Commitments shall terminate on the 2023 Maturity Date, and (iii)\u00a0the Initial Term Commitments shall terminate immediately after making the Initial Term Loans on the Microsemi Acquisition Closing Date.", "references": ["Assignments", "Severability", "Vacations", "Construction", "Terms", "Insurances", "Capitalization", "Litigations", "Expenses", "Cooperation", "Solvency", "Employment", "Records", "Powers", "Approvals", "Governing Laws", "Specific Performance", "Sanctions", "Notices", "Consents", "Adjustments", "Existence", "Entire Agreements", "Disability", "Participations", "Enforcements", "Authorizations", "Erisa", "Binding Effects", "Counterparts", "Terminations"], "gold": ["Terminations"]}
+{"input": "The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (including in \u201c.pdf\u201d or \u201ctif\u201d format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (including in \u201c.pdf\u201d or \u201ctif\u201d format) shall be deemed to be their original signatures for all purposes.", "references": ["Arbitration", "Severability", "No Waivers", "Waivers", "Employment", "Assigns", "Financial Statements", "Interests", "Construction", "Terms", "Non-Disparagement", "Vesting", "Interpretations", "Indemnifications", "No Defaults", "Authorizations", "Confidentiality", "Use Of Proceeds", "Powers", "Representations", "Erisa", "Consents", "Expenses", "Death", "Enforceability", "Authority", "Payments", "Brokers", "Books", "Terminations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "In the event of a Change in Control of the Company, and the Grantee\u2019s membership on the Company\u2019s Board of Directors ends on or after the Change in Control but prior to the last day of the Restrictive Period, then notwithstanding any conditions or restrictions contained in this Agreement, the Restrictive Period shall terminate as to all Award Shares not previously released.", "references": ["Jurisdictions", "Interests", "Erisa", "Death", "Adjustments", "Vacations", "No Defaults", "Participations", "Existence", "Books", "Non-Disparagement", "Governing Laws", "Records", "Venues", "Capitalization", "Further Assurances", "Sanctions", "Titles", "Headings", "Waivers", "Publicity", "Costs", "Submission To Jurisdiction", "Approvals", "Enforceability", "Effective Dates", "Indemnity", "Terminations", "Agreements", "Enforcements", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The Revolving Administrative Agent shall have received evidence reasonably satisfactory to it that the business conducted and proposed to be conducted by the Revolving Borrower and the Guarantor is in compliance with all Requirements of Law and regulations and that all registrations, filings and licenses and/or consents required to be obtained by the Revolving Borrower or the Guarantor, as the case may be, in connection therewith have been made or obtained and are in full force and effect.", "references": ["Change In Control", "Venues", "Cooperation", "No Waivers", "Interests", "Closings", "Amendments", "No Defaults", "Waivers", "Adjustments", "Warranties", "Terminations", "Notices", "Representations", "Effectiveness", "Titles", "Remedies", "Sanctions", "Enforcements", "Sales", "Interpretations", "Organizations", "Severability", "Enforceability", "Effective Dates", "Base Salary", "Taxes", "Benefits", "Binding Effects", "Litigations", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The provisions of Section 18 of the Master Repurchase Agreement are incorporated herein by reference.", "references": ["Assignments", "Authorizations", "Disability", "Headings", "Solvency", "Vesting", "Base Salary", "Submission To Jurisdiction", "Expenses", "Taxes", "Entire Agreements", "Withholdings", "Death", "Severability", "Subsidiaries", "Jurisdictions", "Books", "Consents", "Intellectual Property", "Waiver Of Jury Trials", "Benefits", "Remedies", "No Conflicts", "Compliance With Laws", "Applicable Laws", "Erisa", "Transactions With Affiliates", "Amendments", "Effectiveness", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "BORROWER AND LENDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "references": ["Brokers", "Closings", "Entire Agreements", "Expenses", "Indemnifications", "Vesting", "Definitions", "Amendments", "Warranties", "Counterparts", "Subsidiaries", "Duties", "Remedies", "Enforcements", "Compliance With Laws", "Intellectual Property", "Waivers", "General", "Solvency", "Effectiveness", "Anti-Corruption Laws", "Severability", "Financial Statements", "Change In Control", "Survival", "No Waivers", "Interests", "Approvals", "Fees", "Participations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Amendment No.\u00a04 shall bind and inure to the benefit of the parties hereto and their respective successors and assigns permitted by the Credit Agreement.", "references": ["Books", "Authorizations", "Vacations", "Assignments", "Withholdings", "Solvency", "Waivers", "General", "Effectiveness", "Transactions With Affiliates", "Publicity", "Liens", "Releases", "Further Assurances", "Terms", "Effective Dates", "Positions", "Employment", "Successors", "Insurances", "Tax Withholdings", "Definitions", "Intellectual Property", "Approvals", "Participations", "Use Of Proceeds", "Change In Control", "Submission To Jurisdiction", "Titles", "Consent To Jurisdiction", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Except for matters that are specifically described in the first, second or third paragraphs under the heading \u201cContingencies \u2013 Legal Matters\u201d of the Guarantor\u2019s Form 10-Q, filed November 7, 2017 (for the period ended September 30, 2017), and (x) with respect to such first paragraph, any claims resulting from the settlement described therein or other matters directly arising out of the facts previously publicly disclosed with respect to the investigation described therein and (y) with respect to such second and third paragraphs, any class action or shareholder derivative proceedings related to such matters, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority or FINRA is pending or, to the knowledge any Loan Party, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.", "references": ["Qualifications", "Counterparts", "Successors", "Taxes", "Consents", "Costs", "Positions", "Further Assurances", "Payments", "Organizations", "Use Of Proceeds", "Duties", "Anti-Corruption Laws", "Tax Withholdings", "Construction", "Forfeitures", "Modifications", "Death", "Effective Dates", "Authority", "Adjustments", "Specific Performance", "Cooperation", "Authorizations", "Disability", "Arbitration", "Assigns", "Definitions", "Indemnity", "Defined Terms", "Litigations"], "gold": ["Litigations"]}
+{"input": "The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.", "references": ["Venues", "Base Salary", "Titles", "Litigations", "Definitions", "Positions", "Capitalization", "Adjustments", "Tax Withholdings", "Powers", "Effectiveness", "General", "No Waivers", "Expenses", "Survival", "Agreements", "Solvency", "Liens", "Forfeitures", "Anti-Corruption Laws", "Change In Control", "Qualifications", "Headings", "Sales", "Participations", "Publicity", "Non-Disparagement", "Entire Agreements", "Assignments", "Miscellaneous", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein.\u00a0 This Agreement supersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matter hereof.\u00a0 Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement.", "references": ["Arbitration", "Further Assurances", "Taxes", "Authority", "Effectiveness", "Costs", "Terms", "Releases", "Change In Control", "Tax Withholdings", "Consent To Jurisdiction", "Definitions", "Use Of Proceeds", "Adjustments", "Counterparts", "Existence", "Enforceability", "Employment", "Applicable Laws", "Defined Terms", "Enforcements", "Agreements", "Titles", "Cooperation", "Waiver Of Jury Trials", "Sales", "Brokers", "Closings", "Effective Dates", "Qualifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except as set forth on Schedule 5.06 to the Original Credit Agreement, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrowers or any of their respective Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "references": ["Compliance With Laws", "Base Salary", "Withholdings", "Effectiveness", "Erisa", "Agreements", "Warranties", "Successors", "Closings", "Authorizations", "Notices", "No Conflicts", "Tax Withholdings", "Assigns", "Forfeitures", "Representations", "Payments", "Sanctions", "Definitions", "Submission To Jurisdiction", "Qualifications", "Change In Control", "Vacations", "Severability", "Counterparts", "Specific Performance", "Titles", "Consent To Jurisdiction", "Brokers", "Enforcements", "Litigations"], "gold": ["Litigations"]}
+{"input": "(a) \u00a0Time and Distribution of Payments . Altria shall make each payment hereunder, without set-off or counterclaim, not later than 11:00 A.M. (New York City time) on the day when due to the Administrative Agent at the Administrative Agent\u2019s Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section\u00a02.11, 2.14 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. From and after the effective date of an Assignment and Acceptance pursuant to Section\u00a08.07, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.", "references": ["Modifications", "Severability", "Agreements", "Confidentiality", "Adjustments", "Applicable Laws", "Entire Agreements", "Assigns", "Positions", "Counterparts", "Duties", "Organizations", "Waiver Of Jury Trials", "Effective Dates", "Further Assurances", "Costs", "Compliance With Laws", "Expenses", "Successors", "Sanctions", "Tax Withholdings", "Financial Statements", "Intellectual Property", "Waivers", "Records", "Disclosures", "Authorizations", "Miscellaneous", "Indemnifications", "Enforcements", "Payments"], "gold": ["Payments"]}
+{"input": "Any payment to a Participant, a Participant\u2019s legal representative, or Beneficiary in accordance with the provisions of the Plan or any Plan Agreement executed hereunder shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Company. The Company may require such Participant, legal representative, or Beneficiary, as a condition precedent to such payment, to execute a receipt and release therefore in such form as it may determine. Notwithstanding any provision of this Plan to the contrary, in no event shall the timing of the Participant\u2019s execution of a release, directly or indirectly, result in the Participant designating the calendar year of payment, and if a payment that is subject to execution of a release could be made in more than one taxable year, payment shall be made in the later taxable year.", "references": ["Terminations", "Effective Dates", "No Conflicts", "Participations", "Agreements", "Consents", "Costs", "Indemnity", "Remedies", "Books", "Records", "Fees", "No Defaults", "Specific Performance", "Use Of Proceeds", "Financial Statements", "Litigations", "Modifications", "Approvals", "Cooperation", "Death", "Qualifications", "Binding Effects", "Representations", "Employment", "Waiver Of Jury Trials", "Organizations", "Integration", "Warranties", "Amendments", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement may be terminated by the Purchaser, as to the Purchaser\u2019s obligations hereunder by written notice to the Company, if (i) the Required Shareholder Approval was obtained at the initial shareholder vote on such matters and the Closing has not been consummated on or before the 120th day after the date of this Agreement, provided, however, that in the event that the Proxy Statement for the Required Shareholder Approval is still being reviewed or commented on by the Commission, then the Company shall be entitled to extend the date for termination of this Agreement pursuant to this Section 6.1 for an additional 60 calendar days; or (ii) the Required Shareholder Approval was neither obtained at the initial shareholder vote nor the subsequent additional shareholder vote described in Section 5.8 .", "references": ["Anti-Corruption Laws", "Definitions", "Waiver Of Jury Trials", "Confidentiality", "Expenses", "Use Of Proceeds", "Positions", "Consent To Jurisdiction", "Headings", "Change In Control", "Submission To Jurisdiction", "Construction", "Enforceability", "Survival", "Litigations", "Organizations", "Tax Withholdings", "Authorizations", "Liens", "Governing Laws", "Non-Disparagement", "Financial Statements", "Remedies", "No Waivers", "Counterparts", "Jurisdictions", "Intellectual Property", "Interpretations", "Brokers", "Cooperation", "Terminations"], "gold": ["Terminations"]}
+{"input": "The number of PRSUs (or, if applicable, Acquirer RSUs) are subject to adjustment by the Committee in the event of any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of the Common Stock or the payment of a stock dividend on Common Stock, or any other increase or decrease in the number of Shares effected without receipt or payment of consideration by the Company.", "references": ["Costs", "Vacations", "Sanctions", "Fees", "Compliance With Laws", "Expenses", "Enforcements", "Consent To Jurisdiction", "Indemnity", "Approvals", "Definitions", "Change In Control", "Disability", "Warranties", "Indemnifications", "No Defaults", "Consents", "Anti-Corruption Laws", "Entire Agreements", "Solvency", "Intellectual Property", "Records", "Titles", "Qualifications", "Publicity", "Cooperation", "Defined Terms", "Transactions With Affiliates", "Vesting", "Headings", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement.", "references": ["Employment", "Powers", "Approvals", "Agreements", "Withholdings", "Cooperation", "Miscellaneous", "Liens", "Governing Laws", "Specific Performance", "Disclosures", "Compliance With Laws", "Jurisdictions", "Positions", "Survival", "Modifications", "Capitalization", "Construction", "Titles", "Enforceability", "Existence", "Indemnity", "Participations", "Adjustments", "Solvency", "Fees", "Defined Terms", "Taxes", "Releases", "Payments", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing has not been consummated on or before March 31, 2018; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Vacations", "Binding Effects", "Solvency", "Base Salary", "Financial Statements", "Use Of Proceeds", "Miscellaneous", "Positions", "Benefits", "Releases", "Enforcements", "Sanctions", "Modifications", "Arbitration", "Entire Agreements", "Books", "Survival", "Confidentiality", "Powers", "Brokers", "Successors", "Warranties", "Defined Terms", "Remedies", "Fees", "Definitions", "Indemnifications", "Specific Performance", "Effective Dates", "Vesting", "Terminations"], "gold": ["Terminations"]}
+{"input": "Whenever under this Lease a provision is made for notice of any kind, it shall be deemed sufficient notice and service thereof if such notice to Tenant is in writing addressed to Tenant at his last known post office address, or at the demised premises, and deposited in the mail, certified or registered mail, with postage prepaid, and if such notice to Landlord is in writing addressed to the last known post office address of Landlord and deposited in the mail, certified or registered mail, with postage prepaid. Notice need be sent to only one Tenant or Landlord where Tenant or Landlord is more than one person.", "references": ["No Defaults", "Fees", "Brokers", "Organizations", "Defined Terms", "Withholdings", "Agreements", "Intellectual Property", "Sanctions", "Headings", "Venues", "Releases", "Powers", "Disability", "Publicity", "Representations", "Costs", "Governing Laws", "Confidentiality", "Successors", "Interests", "Binding Effects", "Adjustments", "Assigns", "Arbitration", "Sales", "Construction", "Modifications", "Books", "Forfeitures", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement, the Loan Documents and any Note shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Minnesota (but giving effect to federal laws applicable to national banks) applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles.", "references": ["Subsidiaries", "Survival", "Confidentiality", "Authorizations", "Positions", "Releases", "Consent To Jurisdiction", "Brokers", "Payments", "Enforcements", "Applicable Laws", "Construction", "Effectiveness", "Anti-Corruption Laws", "Entire Agreements", "Terminations", "Definitions", "Venues", "Costs", "Records", "Consents", "Powers", "Withholdings", "Representations", "Agreements", "Titles", "Compliance With Laws", "Severability", "Non-Disparagement", "Waiver Of Jury Trials", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Employee acknowledges Employee's employment with Employer is special and unique in character and that Employee will acquire special skill and training and gain special knowledge during Employee's employment with Employer, that the restrictions contained in Sections 10, 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of Employer and its affiliates, that Employer would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of those Sections will result in irreparable injury to Employer.\u00a0 Employee also acknowledges that Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages as well as an equitable accounting of all earnings, profits and other benefits arising from any such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled.\u00a0 The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement or otherwise,\u00a0 shall not constitute a defense to the enforcement by Employer of these covenants, except for Employer's breach of this Agreement relating to its payment obligations to Employee after the termination of Employee's employment under the terms of this Agreement.", "references": ["Erisa", "Terminations", "Qualifications", "Brokers", "General", "Assignments", "Specific Performance", "Miscellaneous", "Construction", "Powers", "Closings", "Employment", "Survival", "Disclosures", "Books", "Positions", "Insurances", "Tax Withholdings", "Authorizations", "Change In Control", "Waivers", "Financial Statements", "Remedies", "Interpretations", "Sanctions", "Solvency", "Representations", "Integration", "Compliance With Laws", "Enforceability", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "Such Borrower shall not directly or indirectly enter into any transaction or series of related transactions with or for the benefit of an Affiliate (including guarantees and assumptions of obligations of an Affiliate), except (a) upon terms no less favorable, taken as a whole, to such Borrower than would be obtained in a comparable arm\u2019s-length transaction with a Person that is not an Affiliate, (b) transactions with another Borrower, and (c) the Transaction Documents as in effect on the Closing Date.", "references": ["Waivers", "Authorizations", "Participations", "Payments", "Binding Effects", "Modifications", "Miscellaneous", "Brokers", "Liens", "Duties", "Terminations", "Withholdings", "Disclosures", "No Conflicts", "Adjustments", "Confidentiality", "Interests", "Powers", "Jurisdictions", "Authority", "Base Salary", "Subsidiaries", "Effective Dates", "Forfeitures", "No Defaults", "Defined Terms", "Financial Statements", "Successors", "Survival", "Remedies", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Any provision of this Amendment being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Amendment or any part of such provision in any other jurisdiction.", "references": ["Sales", "Consents", "Compliance With Laws", "Duties", "Anti-Corruption Laws", "Publicity", "No Waivers", "Confidentiality", "Liens", "Expenses", "Enforceability", "Warranties", "Disability", "General", "Employment", "Authorizations", "Disclosures", "Solvency", "Representations", "Applicable Laws", "Tax Withholdings", "Non-Disparagement", "Defined Terms", "Effectiveness", "Adjustments", "Erisa", "Intellectual Property", "Vacations", "Brokers", "Existence", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall be governed and construed under the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof.", "references": ["Amendments", "Arbitration", "Interpretations", "Books", "Notices", "Intellectual Property", "Records", "Capitalization", "Indemnifications", "Entire Agreements", "Terminations", "Solvency", "Releases", "Indemnity", "Qualifications", "Insurances", "Successors", "Further Assurances", "Approvals", "Agreements", "Venues", "Jurisdictions", "Taxes", "Definitions", "Headings", "Warranties", "Employment", "Severability", "Adjustments", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant] Assignee for amounts which have accrued from and after the Effective Date.", "references": ["Publicity", "Definitions", "Sanctions", "No Defaults", "Confidentiality", "Duties", "Representations", "Enforcements", "Withholdings", "Benefits", "Entire Agreements", "Books", "Titles", "Modifications", "Financial Statements", "Use Of Proceeds", "Vacations", "Applicable Laws", "Authority", "Qualifications", "Powers", "Terminations", "Miscellaneous", "Effectiveness", "Governing Laws", "Non-Disparagement", "Releases", "Successors", "Organizations", "Liens", "Payments"], "gold": ["Payments"]}
+{"input": "The Company has good and marketable title to, or a leasehold interest in or right to use, all properties purported to be owned or leased thereby, free and clear of any Liens, except those permitted by Section \u00a08.2 or where the failure to do so would reasonably be expected to have a Material Adverse Effect. The property and assets of the Company constitute all property and assets necessary for the business of the Company, are in sufficient condition for their use in such business (ordinary wear and tear, condemnation and casualty excepted) except as would not reasonably be expected to have a Material Adverse Effect.", "references": ["Further Assurances", "Assignments", "Payments", "Expenses", "Employment", "Sanctions", "Use Of Proceeds", "Powers", "Interests", "Litigations", "No Defaults", "Brokers", "Authorizations", "Governing Laws", "Participations", "Headings", "Solvency", "Disability", "Notices", "Withholdings", "Venues", "Construction", "Applicable Laws", "Intellectual Property", "Consents", "Disclosures", "Modifications", "Successors", "Vesting", "Books", "Liens"], "gold": ["Liens"]}
+{"input": "The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Quotations Bureau (the \u201cOTCQB\u201d) and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company\u2019s securities \u201cchilled\u201d by FINRA. The Company and its subsidiaries are unaware of any facts or circumstances, which might give rise to any of the foregoing.", "references": ["Waivers", "Erisa", "Enforcements", "Jurisdictions", "Waiver Of Jury Trials", "Amendments", "Interpretations", "Vacations", "Consent To Jurisdiction", "Sales", "Defined Terms", "Financial Statements", "Use Of Proceeds", "Further Assurances", "Warranties", "Compliance With Laws", "Successors", "Counterparts", "Enforceability", "Non-Disparagement", "Insurances", "Approvals", "Participations", "Sanctions", "Titles", "Arbitration", "Effective Dates", "Survival", "Qualifications", "Definitions", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Subject to paragraph 12 governing Protected Activity, Executive agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as \u201cSeparation Information\u201d). Except as required by law, Executive may disclose Separation Information only to Executive\u2019s immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Executive\u2019s attorney(s), and Executive\u2019s accountant(s) and any professional tax advisor(s) to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Executive agrees that Executive will not publicize, directly or indirectly, any Separation Information.", "references": ["Definitions", "Fees", "Disclosures", "Agreements", "Expenses", "Waiver Of Jury Trials", "No Conflicts", "Assignments", "Death", "Solvency", "Vesting", "Consent To Jurisdiction", "Modifications", "Publicity", "Sales", "Releases", "Effectiveness", "Indemnity", "Notices", "Litigations", "Employment", "Liens", "Arbitration", "Forfeitures", "Approvals", "Interpretations", "Interests", "Amendments", "Tax Withholdings", "Adjustments", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Lease may be executed in one or more counterparts (including by facsimile or electronic mail), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to each of the other Persons party hereto.", "references": ["Entire Agreements", "Solvency", "Terms", "Withholdings", "Tax Withholdings", "Effective Dates", "Headings", "Interpretations", "Modifications", "Amendments", "Transactions With Affiliates", "Consents", "Compliance With Laws", "Governing Laws", "Indemnifications", "Successors", "Powers", "Applicable Laws", "No Defaults", "Closings", "Non-Disparagement", "Cooperation", "Agreements", "Employment", "Use Of Proceeds", "Miscellaneous", "Participations", "Arbitration", "Binding Effects", "Vesting", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company agrees that Buyer can deduct $5,300.00 (Five Thousand Three Dollars) from each of the principal payments due under the First Note and the Second Note, at the time of cash funding, to be applied to the legal expenses of Buyer.", "references": ["Warranties", "Anti-Corruption Laws", "Sanctions", "Indemnity", "Intellectual Property", "Publicity", "Participations", "Remedies", "Defined Terms", "Venues", "Modifications", "Binding Effects", "Interests", "Consents", "Base Salary", "Insurances", "Change In Control", "Terms", "Books", "Authorizations", "Existence", "Notices", "Subsidiaries", "Agreements", "Positions", "Indemnifications", "Headings", "Vacations", "Enforcements", "Integration", "Expenses"], "gold": ["Expenses"]}
+{"input": "Effective on the Start Date and subject to the issuance to Executive of all required work permits, the Company shall employ Executive and Executive shall be employed by the Company, for the period and in the positions set forth in this Section 1 , and subject to the other terms and conditions herein provided.", "references": ["Non-Disparagement", "Terms", "Brokers", "No Waivers", "Disability", "Further Assurances", "Use Of Proceeds", "Powers", "Binding Effects", "Benefits", "Solvency", "Disclosures", "Agreements", "Litigations", "Effective Dates", "Liens", "Organizations", "Confidentiality", "Waivers", "No Conflicts", "Indemnifications", "Sales", "Enforcements", "Governing Laws", "Sanctions", "Employment", "Death", "Expenses", "Assignments", "Financial Statements", "General"], "gold": ["General"]}
+{"input": "The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a \u201c Closing .\u201d The First Closing Date and any Subsequent Closing Date are sometimes referred to herein as a \u201c Closing Date .\u201d\u00a0 The Closing at which the Maximum Amount is raised, or which is the last Closing prior to or on the Outside Date, is referred to as the \u201c Final Closing .\u201d The date of the Final Closing is referred to as the \u201c Final Closing Date .\u201d All Closings shall occur on or prior to the Outside Date at the offices of Company Counsel at 524 Second Avenue, Suite 500, Seattle, WA 98104-2323, or remotely via the exchange of documents and signatures.", "references": ["Integration", "Submission To Jurisdiction", "Specific Performance", "Assigns", "Intellectual Property", "Costs", "Releases", "Change In Control", "Anti-Corruption Laws", "Compliance With Laws", "Participations", "Entire Agreements", "Disclosures", "Authority", "Records", "Financial Statements", "Solvency", "Remedies", "Warranties", "Approvals", "Counterparts", "General", "Employment", "Binding Effects", "Construction", "Insurances", "Waivers", "No Conflicts", "Tax Withholdings", "Modifications", "Closings"], "gold": ["Closings"]}
+{"input": "In handling any confidential information, Bank and all employees and agents of Bank shall exercise the same degree of care that Bank exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i) to the subsidiaries or Affiliates of Bank in connection with their present or prospective business relations with Borrower, (ii) to prospective transferees or purchasers of any interest in the Loans who have agreed to be bound by this Section 15.10, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order, (iv) to Bank\u2019s accountants, auditors and regulators as may be required in connection with the examination, audit or similar investigation of Bank, and (v) as Bank may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not include information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to Bank by a third party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information.", "references": ["Disability", "Payments", "Enforceability", "Waiver Of Jury Trials", "Releases", "Intellectual Property", "Indemnifications", "Remedies", "Insurances", "General", "Benefits", "Expenses", "Assigns", "Erisa", "Use Of Proceeds", "Qualifications", "Subsidiaries", "Employment", "Titles", "Existence", "Waivers", "Solvency", "Vacations", "Withholdings", "No Conflicts", "Sales", "Authority", "Binding Effects", "Warranties", "Costs", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Employment Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.", "references": ["Qualifications", "Authorizations", "Indemnity", "Capitalization", "Confidentiality", "Warranties", "Titles", "Participations", "Definitions", "Representations", "Terminations", "Survival", "Insurances", "Applicable Laws", "Indemnifications", "Vacations", "Successors", "Liens", "Notices", "Intellectual Property", "Releases", "Anti-Corruption Laws", "Cooperation", "Duties", "Costs", "Submission To Jurisdiction", "Entire Agreements", "Positions", "Erisa", "Interpretations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as otherwise expressly set forth in this Article\u00a0V, each of Buyer and Merger Sub expressly disclaims any representations or warranties of any kind or nature, express or implied, including any representations or warranties as to the accuracy and completeness of any information regarding Buyer and Merger Sub, their respective businesses and affairs or the transactions contemplated hereby. Without limiting the generality of the foregoing, none of Buyer or Merger Sub or any representative of Buyer or Merger Sub, nor any of Buyer\u2019s or Merger Sub\u2019s employees, officers, directors, securityholders, consultants or advisors, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business and affairs of Buyer or Merger Sub that have been made available to the Company or its Subsidiaries, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by the Company or any of its Subsidiaries in executing, delivering and performing this Agreement and/or the transactions contemplated hereby.", "references": ["Capitalization", "Counterparts", "Interests", "Approvals", "Interpretations", "Governing Laws", "Venues", "Anti-Corruption Laws", "Expenses", "Qualifications", "No Conflicts", "Intellectual Property", "Waivers", "Binding Effects", "Change In Control", "Transactions With Affiliates", "Releases", "Definitions", "Disability", "Publicity", "Compliance With Laws", "Effective Dates", "Records", "Erisa", "Defined Terms", "Brokers", "Indemnity", "Applicable Laws", "Waiver Of Jury Trials", "Liens", "Warranties"], "gold": ["Warranties"]}
+{"input": "The representations and warranties contained in this Agreement and any other document or certificate relating hereto will survive and continue in full force and effect for a period of one (1) year after the Effective Time of the Merger.", "references": ["Consent To Jurisdiction", "Duties", "Existence", "Closings", "Submission To Jurisdiction", "Death", "Litigations", "Enforcements", "Releases", "Liens", "Organizations", "Venues", "Employment", "Participations", "Effective Dates", "Warranties", "Defined Terms", "Approvals", "Enforceability", "Interpretations", "Indemnifications", "Construction", "Disclosures", "Use Of Proceeds", "Powers", "Terminations", "Cooperation", "Authority", "Governing Laws", "Further Assurances", "Survival"], "gold": ["Survival"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.\u00a0 The Borrower does not have any Plans as of the date hereof.\u00a0 As to any future Plan the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) will not exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.\u00a087) will not exceed the fair market value of the assets of all such underfunded Plans.", "references": ["Waivers", "Sanctions", "Death", "Miscellaneous", "Consent To Jurisdiction", "Representations", "Tax Withholdings", "Titles", "Powers", "Existence", "Agreements", "Enforceability", "Jurisdictions", "Insurances", "Headings", "No Conflicts", "Qualifications", "Organizations", "Assignments", "Definitions", "Further Assurances", "Approvals", "Duties", "Solvency", "Severability", "Survival", "Integration", "Adjustments", "Governing Laws", "Consents", "Erisa"], "gold": ["Erisa"]}
+{"input": "This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Option, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, non-competition agreement, non-solicitation agreement, employment agreement, consulting agreement or any other similar agreement between the Participant and the Company, including but not limited to any restrictive covenants contained in such agreements, which shall remain in full force and effect and enforceable in accordance with their terms. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.", "references": ["Approvals", "Existence", "Consents", "Qualifications", "Integration", "Disability", "Applicable Laws", "Headings", "Publicity", "Consent To Jurisdiction", "No Defaults", "Arbitration", "Submission To Jurisdiction", "Duties", "Brokers", "Indemnity", "General", "Books", "Change In Control", "Solvency", "Severability", "Forfeitures", "Miscellaneous", "Death", "Financial Statements", "Confidentiality", "Liens", "Authorizations", "Non-Disparagement", "Employment", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Borrower has no knowledge that any of the representations or warranties of the Guarantors contained in any Loan Document to which such Guarantor is a party are untrue or inaccurate in any material respect.", "references": ["Taxes", "Anti-Corruption Laws", "Records", "Erisa", "Closings", "Applicable Laws", "Participations", "Titles", "Submission To Jurisdiction", "Death", "Approvals", "Duties", "Construction", "Liens", "Books", "Notices", "Solvency", "Headings", "Warranties", "Non-Disparagement", "Counterparts", "Survival", "Binding Effects", "Positions", "Change In Control", "Employment", "Remedies", "Intellectual Property", "Waiver Of Jury Trials", "Organizations", "Representations"], "gold": ["Representations"]}
+{"input": "This Agreement shall be interpreted in accordance with the laws of the State of New Jersey (except their provisions governing the choice of law). If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively the \u201cLaw\u201d), then such provision shall be curtailed or limited only to the minimum extent necessary to bring such provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.", "references": ["Binding Effects", "Indemnity", "Authorizations", "Jurisdictions", "Counterparts", "Modifications", "Further Assurances", "Submission To Jurisdiction", "Participations", "Construction", "Change In Control", "Integration", "Publicity", "Consents", "Indemnifications", "Approvals", "Specific Performance", "Survival", "Erisa", "Effective Dates", "Waivers", "Entire Agreements", "No Defaults", "Remedies", "Confidentiality", "No Waivers", "Miscellaneous", "Assignments", "Definitions", "Financial Statements", "Severability"], "gold": ["Severability"]}
+{"input": "Upon the exercise of a Non-Tandem Stock Appreciation Right, a Participant shall be entitled to receive, for each right exercised, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion at the time of grant) no greater than the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised over the Fair Market Value of one share of Common Stock on the date the right was awarded to the Participant.", "references": ["Further Assurances", "Records", "Interests", "Modifications", "Base Salary", "Effective Dates", "Confidentiality", "Adjustments", "Solvency", "Successors", "Specific Performance", "Anti-Corruption Laws", "Disability", "Consents", "Costs", "Enforcements", "Participations", "Sanctions", "Insurances", "Vesting", "Death", "No Defaults", "Interpretations", "Publicity", "Enforceability", "Waivers", "Miscellaneous", "Benefits", "Transactions With Affiliates", "Financial Statements", "Payments"], "gold": ["Payments"]}
+{"input": "An assignment and assumption agreement for Intangibles in the form of Exhibit\u00a0D attached hereto (the \u201c Assignment of Intangibles \u201d).", "references": ["Arbitration", "Anti-Corruption Laws", "Remedies", "Brokers", "Indemnifications", "Qualifications", "Insurances", "Integration", "Waivers", "Counterparts", "Duties", "Interpretations", "Employment", "Enforcements", "Binding Effects", "Adjustments", "Assigns", "Participations", "No Conflicts", "Transactions With Affiliates", "Headings", "Approvals", "Authority", "Consent To Jurisdiction", "Vesting", "Warranties", "Financial Statements", "Authorizations", "Agreements", "Litigations", "Assignments"], "gold": ["Assignments"]}
+{"input": "The proceeds from the New TLB Loans shall be used (a) to make a loan pursuant to Section\u00a08.05(a)(xvi) of the Credit Agreement to International Truck and Engine Corporation Cayman Islands Holding Company, a company organized in the Cayman Islands, in an amount not to exceed $150,000,000, (b) to pay fees and expenses incurred in connection with this Agreement and (c) for other general corporate purposes.", "references": ["Liens", "Organizations", "Duties", "Adjustments", "Counterparts", "Insurances", "Litigations", "Defined Terms", "Financial Statements", "Authorizations", "Interests", "Waivers", "Headings", "Confidentiality", "General", "Existence", "Compliance With Laws", "Employment", "Specific Performance", "Records", "Powers", "Agreements", "Vesting", "Amendments", "Integration", "Entire Agreements", "Participations", "Brokers", "Enforceability", "Forfeitures", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements of the Company and certificates and reports as to financial matters required to be furnished to the Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.", "references": ["Closings", "Use Of Proceeds", "Disclosures", "Sales", "Books", "Benefits", "Definitions", "Fees", "Sanctions", "Subsidiaries", "Enforcements", "No Waivers", "No Conflicts", "Assigns", "Agreements", "Records", "Releases", "Powers", "Insurances", "Binding Effects", "Duties", "Disability", "Submission To Jurisdiction", "Taxes", "Terminations", "Brokers", "Litigations", "Successors", "Counterparts", "Construction", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Company shall reimburse Executive for reasonable out-of-pocket business expenses incurred in connection with the performance of his or her duties hereunder, subject to (i)\u00a0such policies as the Company may from time to time establish, and (ii)\u00a0Executive furnishing the Company with evidence in the form of receipts satisfactory to the Company substantiating the claimed expenditures.", "references": ["Authority", "Titles", "Insurances", "Confidentiality", "Positions", "Warranties", "Interpretations", "No Defaults", "Defined Terms", "Terminations", "Litigations", "Vesting", "Indemnifications", "Interests", "Sanctions", "Publicity", "Entire Agreements", "Use Of Proceeds", "Anti-Corruption Laws", "Death", "Severability", "Cooperation", "Fees", "Qualifications", "Capitalization", "Base Salary", "Subsidiaries", "Arbitration", "Costs", "Miscellaneous", "Expenses"], "gold": ["Expenses"]}
+{"input": "Any and all notices or elections permitted or required to be made under this Agreement shall be in writing, signed by the parties giving such notice or election and shall be delivered personally, or sent by registered or certified mail, return receipt requested, to the Company and the Indemnitee at their respective addresses shown below.", "references": ["Integration", "Books", "Definitions", "Capitalization", "Venues", "Erisa", "Releases", "Severability", "Titles", "Brokers", "Non-Disparagement", "Authority", "Intellectual Property", "Amendments", "Consents", "Tax Withholdings", "Miscellaneous", "Anti-Corruption Laws", "Enforcements", "Counterparts", "Adjustments", "Arbitration", "General", "Waiver Of Jury Trials", "Transactions With Affiliates", "Publicity", "Indemnity", "Disability", "Remedies", "Warranties", "Notices"], "gold": ["Notices"]}
+{"input": "This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. \u00a0Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts. \u00a0The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . \u00a0 THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY . \u00a0The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. \u00a0In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. \u00a0Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. \u00a0\u00a0Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. \u00a0Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.", "references": ["Amendments", "Non-Disparagement", "Base Salary", "Compliance With Laws", "Records", "Participations", "Closings", "Confidentiality", "Publicity", "Specific Performance", "Authorizations", "Assigns", "No Waivers", "Brokers", "Duties", "Modifications", "Tax Withholdings", "Powers", "Representations", "Positions", "Miscellaneous", "Transactions With Affiliates", "Agreements", "Use Of Proceeds", "Counterparts", "No Defaults", "Warranties", "Vacations", "Capitalization", "Integration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company agrees to reimburse Observer for the actual and reasonable costs and expenses of the Observer that the Observer incurs in connection with the enforcement of this Agreement or any claim, damages or litigation relating to any breach of this Agreement, if the Company is found to have breached this Agreement.", "references": ["Organizations", "Indemnity", "Cooperation", "Anti-Corruption Laws", "Defined Terms", "Change In Control", "No Defaults", "Notices", "Jurisdictions", "Indemnifications", "No Waivers", "Qualifications", "Solvency", "Consent To Jurisdiction", "Payments", "Entire Agreements", "Interpretations", "Severability", "Enforcements", "Consents", "Disclosures", "Remedies", "Positions", "Vacations", "Assigns", "Terms", "Construction", "Costs", "Successors", "Specific Performance", "Expenses"], "gold": ["Expenses"]}
+{"input": "From and after the Effective Date, Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. 12 Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.", "references": ["Publicity", "Enforceability", "Disability", "Books", "Adjustments", "Remedies", "Fees", "Qualifications", "Records", "Liens", "Expenses", "Tax Withholdings", "Organizations", "Authority", "Anti-Corruption Laws", "Disclosures", "Powers", "Indemnity", "Definitions", "Agreements", "Counterparts", "Headings", "Compliance With Laws", "No Waivers", "Assignments", "Notices", "Terminations", "Taxes", "Non-Disparagement", "Base Salary", "Payments"], "gold": ["Payments"]}
+{"input": "The Initial Lenders shall have received copies of insurance certificates and endorsements evidencing the insurance required by Section 6.7 of this Agreement or otherwise acceptable to the Initial Lenders.", "references": ["Sales", "Waivers", "Costs", "Publicity", "Adjustments", "Venues", "Agreements", "Liens", "Binding Effects", "Tax Withholdings", "Titles", "Headings", "Governing Laws", "Arbitration", "Non-Disparagement", "No Conflicts", "Fees", "Releases", "Defined Terms", "Interpretations", "Organizations", "Submission To Jurisdiction", "Authorizations", "Payments", "Confidentiality", "Warranties", "Records", "Participations", "Integration", "Survival", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of Section\u00a0409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section\u00a0409A of the Code.", "references": ["Erisa", "Effective Dates", "Use Of Proceeds", "Costs", "Effectiveness", "Disability", "Remedies", "Closings", "Applicable Laws", "Records", "Brokers", "Severability", "Binding Effects", "Enforcements", "Waiver Of Jury Trials", "Construction", "Taxes", "Representations", "Payments", "Titles", "Tax Withholdings", "Fees", "Authorizations", "Arbitration", "Subsidiaries", "Confidentiality", "Notices", "Authority", "Assignments", "Insurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "To the extent invoiced at least three (3) Business Days prior to the closing date, all reasonable costs, fees, expenses of Administrative Agent, Lead Arranger and (in the case of fees only) the Lenders required to be paid by this Agreement, the Fee Letter or as otherwise agreed by Borrower, in each case, payable to Administrative Agent, Lead Arranger and/or Lenders in respect of the Transactions, shall have been paid to the extent due.", "references": ["Waiver Of Jury Trials", "Base Salary", "Indemnifications", "Jurisdictions", "Sanctions", "Intellectual Property", "Effective Dates", "Financial Statements", "Applicable Laws", "Warranties", "Authority", "Interpretations", "Qualifications", "Terms", "Consents", "Consent To Jurisdiction", "Closings", "Withholdings", "Existence", "Insurances", "Definitions", "Arbitration", "Defined Terms", "Tax Withholdings", "Titles", "Powers", "Capitalization", "Releases", "Effectiveness", "Taxes", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Borrower shall not, and shall not permit any Subsidiary\u00a0 (other than Project Finance Subsidiaries) or EPD to, create, assume, incur or suffer to exist any Lien, other than a Permitted Lien, on any Principal Property or upon any Equity Interests of the Borrower or any Subsidiary (other than Project Finance Subsidiaries) owning or leasing any Principal Property, now owned or hereafter acquired by the Borrower or such Subsidiary to secure any Indebtedness of the Borrower, EPD or any other Person (other than the Indebtedness under this Agreement), without in any such case making effective provision whereby any and all Indebtedness under this Agreement then outstanding will be secured by a Lien equally and ratably with, or prior to, such Indebtedness for so long as such Indebtedness shall be so secured.\u00a0 Notwithstanding the foregoing, the Borrower may, and may permit any Subsidiary (other than a Project Finance Subsidiary) and EPD to, create, assume, incur or suffer to exist any Lien upon any Principal Property to secure Indebtedness of the Borrower, EPD or any other Person (other than the Indebtedness under this Agreement), other than a Permitted Lien without securing the Indebtedness under this Agreement, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such Lien and all similar Liens together with the aggregate amount of Attributable Indebtedness deemed to be outstanding in respect of all Sale/Leaseback Transactions (exclusive of any Permitted Sale/Leaseback Transactions), does not exceed 10% of Consolidated Net Tangible Assets.", "references": ["Headings", "Interests", "No Waivers", "Financial Statements", "Indemnifications", "Releases", "Assignments", "Authorizations", "Confidentiality", "Subsidiaries", "Participations", "Applicable Laws", "Entire Agreements", "Venues", "Books", "Withholdings", "Benefits", "Terminations", "Waiver Of Jury Trials", "Disability", "Agreements", "Payments", "Enforcements", "Counterparts", "Submission To Jurisdiction", "Organizations", "Forfeitures", "Duties", "Sales", "Miscellaneous", "Liens"], "gold": ["Liens"]}
+{"input": "This Article 11 is included in this Agreement solely for the purpose of ensuring the validity and effect of certain security rights governed by the laws of the Netherlands, Poland, Japan, Slovenia, Lithuania, France, Hungary, Germany, Belarus, Belgium, Switzerland, the United Arab Emirates and Serbia granted or to be granted pursuant to the applicable Collateral Documents and, for the avoidance of doubt, shall not limit the rights and remedies provided to the Administrative Agent by the other provisions hereof and the provisions of the other Loan Documents.", "references": ["Cooperation", "Death", "Withholdings", "Waiver Of Jury Trials", "Specific Performance", "Capitalization", "Construction", "Organizations", "Integration", "Publicity", "Severability", "No Defaults", "Compliance With Laws", "Definitions", "Records", "Expenses", "General", "Waivers", "Approvals", "Titles", "Forfeitures", "Consent To Jurisdiction", "Terms", "Survival", "Qualifications", "Authorizations", "Use Of Proceeds", "Authority", "Agreements", "Interpretations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Certain insurance policies currently in force will cease to provide coverage for the Purchased Assets effective upon Closing. There are no insurance policies or fidelity bonds that are part of the Purchased Assets or which will continue to provide insurance for the Purchased Assets subsequent to the Closing Date.", "references": ["Disclosures", "Submission To Jurisdiction", "Non-Disparagement", "Liens", "Titles", "Use Of Proceeds", "No Conflicts", "Erisa", "No Defaults", "Indemnity", "Terminations", "Waiver Of Jury Trials", "Assignments", "Sales", "Cooperation", "Counterparts", "Qualifications", "Benefits", "Duties", "Solvency", "Specific Performance", "Vacations", "Successors", "Consent To Jurisdiction", "Transactions With Affiliates", "Taxes", "Miscellaneous", "Applicable Laws", "Publicity", "Powers", "Insurances"], "gold": ["Insurances"]}
+{"input": "Except as set forth in the annual report on Form 10-K for the year ended December\u00a031, 2017, the quarterly reports on Form 10-Q or current reports on Form 8-K filed subsequent thereto but prior to the Closing Date, or any amendments thereof filed subsequent thereto but prior to the Closing Date, in each case of any Borrower or Pre-Merger WPZ, or as set forth in the registration statement on Form S-4 of Williams filed on May\u00a029, 2018, or any amendments thereof filed subsequent thereto but prior to the Closing Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of such Borrower, threatened in writing against such Borrower or any of its Subsidiaries (i)\u00a0as to which there is a reasonable possibility of an adverse determination and that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to such Borrower or (ii)\u00a0that purport to adversely affect the legality, validity and enforceability of the Loan Documents and are non-frivolous (as reasonably determined by the Administrative Agent); provided , that this representation, when made, shall not constitute an admission that any action, suit or proceeding set forth in any annual report on Form 10-K, any quarterly report on Form 10-Q, any current report on Form 8-K, or set forth in the Form S-4, or any amendments to any of the foregoing, in each case referred to above would result in a Material Adverse Effect due to an adverse determination, if any.", "references": ["Brokers", "Titles", "Further Assurances", "Confidentiality", "Vacations", "Indemnity", "Subsidiaries", "Books", "Integration", "Organizations", "Sanctions", "Qualifications", "Insurances", "Fees", "Entire Agreements", "Death", "Counterparts", "Applicable Laws", "Participations", "Modifications", "Liens", "Definitions", "Financial Statements", "Withholdings", "Approvals", "Interests", "No Waivers", "Waiver Of Jury Trials", "Effective Dates", "Indemnifications", "Litigations"], "gold": ["Litigations"]}
+{"input": "Any written notices provided for in these Performance Based Restricted Stock Award Terms or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant\u2019s address indicated by the Company\u2019s records, or if to the Company, at the Company\u2019s principal executive office.", "references": ["Publicity", "Agreements", "Benefits", "Cooperation", "Applicable Laws", "General", "Defined Terms", "Titles", "Survival", "Organizations", "Effectiveness", "Withholdings", "Authorizations", "Erisa", "Use Of Proceeds", "Counterparts", "Taxes", "Submission To Jurisdiction", "Anti-Corruption Laws", "Consent To Jurisdiction", "Enforcements", "Definitions", "Duties", "Waivers", "Venues", "Construction", "Enforceability", "Litigations", "Successors", "Payments", "Notices"], "gold": ["Notices"]}
+{"input": "As of the Closing Date, Schedule 3.14 sets forth the name and jurisdiction of incorporation of each Material Subsidiary and, as to each such Material Subsidiary, the percentage of each class of Equity Interests owned by the Borrower and its other Subsidiaries.", "references": ["Expenses", "Vesting", "Effectiveness", "Use Of Proceeds", "No Defaults", "Defined Terms", "Governing Laws", "Duties", "Terms", "No Conflicts", "Agreements", "Consents", "Jurisdictions", "Assigns", "Disclosures", "Tax Withholdings", "Erisa", "Authority", "Submission To Jurisdiction", "Survival", "Enforceability", "Releases", "Existence", "Participations", "Further Assurances", "Headings", "Anti-Corruption Laws", "Indemnifications", "Forfeitures", "Compliance With Laws", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "From time to time, at the request of Veritex or Green and without further consideration, the Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to effect the actions and consummate the transactions contemplated by this Agreement. Without limiting the foregoing, the Shareholder hereby authorizes Veritex to publish and disclose in any announcement or disclosure related to the Merger Agreement, including the Joint Proxy/Prospectus, the Shareholder\u2019s identity and ownership of the Covered Shares and the nature of the Shareholder\u2019s obligations under this Agreement, subject to the prior written approval by Shareholder of such disclosure, which approval shall not be unreasonably withheld, conditioned or delayed.", "references": ["Defined Terms", "Severability", "Change In Control", "Fees", "Records", "Vesting", "Binding Effects", "Subsidiaries", "Existence", "Sales", "Capitalization", "Counterparts", "Interpretations", "Consents", "Participations", "Representations", "Brokers", "Definitions", "Construction", "Insurances", "No Conflicts", "Specific Performance", "Agreements", "Waivers", "Adjustments", "Anti-Corruption Laws", "Consent To Jurisdiction", "Confidentiality", "Costs", "Liens", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original with respect to any party whose signature appears thereon and all of which shall together constitute one and the same instrument.", "references": ["Liens", "Participations", "Enforcements", "No Defaults", "Benefits", "Organizations", "Intellectual Property", "Definitions", "Closings", "Anti-Corruption Laws", "Assigns", "Cooperation", "Consents", "Indemnity", "Jurisdictions", "Waivers", "Payments", "Authority", "Releases", "Submission To Jurisdiction", "No Conflicts", "Disability", "Specific Performance", "Duties", "Notices", "Expenses", "Fees", "Applicable Laws", "Subsidiaries", "Forfeitures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Servicer is duly organized and validly existing as a corporation in good standing under the laws of the State of New Hampshire, with the requisite corporate power and authority to own its properties as such properties are currently owned and to conduct its business as such business is currently conducted by it, and has the requisite corporate power and authority to service the RRB Property and to hold the RRB Property Records as custodian.", "references": ["Disclosures", "Change In Control", "Solvency", "Books", "Agreements", "Defined Terms", "Assigns", "No Waivers", "Sales", "Compliance With Laws", "Warranties", "Benefits", "Headings", "Waiver Of Jury Trials", "Effective Dates", "Effectiveness", "Submission To Jurisdiction", "Taxes", "Jurisdictions", "Notices", "Employment", "Venues", "Interpretations", "Construction", "Terminations", "Interests", "Adjustments", "Litigations", "Remedies", "Anti-Corruption Laws", "Organizations"], "gold": ["Organizations"]}
+{"input": "No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents, any Secured Swap Contracts or any Cash Management Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.", "references": ["Consent To Jurisdiction", "Death", "Notices", "No Conflicts", "Insurances", "Benefits", "Amendments", "No Defaults", "Assigns", "Capitalization", "Records", "Effectiveness", "Waiver Of Jury Trials", "Participations", "Remedies", "Applicable Laws", "Authorizations", "Governing Laws", "Jurisdictions", "Construction", "Intellectual Property", "Warranties", "Severability", "Further Assurances", "Representations", "Subsidiaries", "Financial Statements", "Disability", "Use Of Proceeds", "Books", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "If you receive current benefits under a long-term disability plan maintained by the Corporation or your Employer while any portion of your RSUs remains unvested, you will continue to vest in your RSUs in accordance with the Vesting Schedule set forth in the Award Notice so long as you fully comply with the applicable covenants provided in Section 3 hereof.", "references": ["Titles", "Base Salary", "Successors", "Waiver Of Jury Trials", "Further Assurances", "Fees", "Benefits", "Capitalization", "Duties", "Death", "Assigns", "Organizations", "Disclosures", "Applicable Laws", "Interpretations", "Authorizations", "Integration", "Employment", "Miscellaneous", "Effective Dates", "Forfeitures", "Closings", "Taxes", "No Defaults", "Defined Terms", "Anti-Corruption Laws", "Vacations", "Notices", "Expenses", "Governing Laws", "Disability"], "gold": ["Disability"]}
+{"input": "EACH GRANTOR AND THE COLLATERAL AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER SECURITY DOCUMENTS OR THE ACTIONS OF THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.", "references": ["Benefits", "Construction", "Transactions With Affiliates", "Solvency", "Successors", "Headings", "Employment", "Consent To Jurisdiction", "Base Salary", "Enforceability", "Sales", "Representations", "Publicity", "Counterparts", "Existence", "Governing Laws", "Sanctions", "Jurisdictions", "Applicable Laws", "Further Assurances", "Tax Withholdings", "Amendments", "Remedies", "Assigns", "Indemnity", "Terms", "Confidentiality", "No Defaults", "Expenses", "Intellectual Property", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Buyer represents and warrants to the Shareholder that the statements contained in this Section 2.3 are correct and complete as of the Closing Date.", "references": ["Erisa", "Liens", "Assigns", "Withholdings", "Vacations", "Positions", "Brokers", "Records", "Submission To Jurisdiction", "Powers", "Miscellaneous", "Death", "Indemnifications", "Interpretations", "Applicable Laws", "Entire Agreements", "Authority", "Effectiveness", "Arbitration", "Severability", "Further Assurances", "Integration", "Indemnity", "Disclosures", "Warranties", "Jurisdictions", "Expenses", "Benefits", "Compliance With Laws", "Publicity", "Representations"], "gold": ["Representations"]}
+{"input": "This Note may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. For the purposes of executing this Note, (a)\u00a0a document signed and transmitted by facsimile, telecopier or electronic mail shall be treated as an original document; (b)\u00a0the signature of any party on such document shall be considered as an original signature; and (c)\u00a0the document transmitted shall have the same effect as a counterpart thereof containing original signatures.", "references": ["Agreements", "Death", "Jurisdictions", "Interpretations", "Taxes", "Arbitration", "Records", "Construction", "Erisa", "Survival", "Headings", "Applicable Laws", "Remedies", "Liens", "Positions", "Binding Effects", "Warranties", "Closings", "Powers", "Effective Dates", "No Defaults", "Specific Performance", "Fees", "Submission To Jurisdiction", "Adjustments", "Releases", "Litigations", "Modifications", "Enforcements", "Anti-Corruption Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Employee understands that this Agreement shall be null and void if not executed by her within twenty one (21) days. Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the \u201cEffective Date\u201d).", "references": ["Terminations", "Indemnifications", "Remedies", "Entire Agreements", "Jurisdictions", "Compliance With Laws", "Benefits", "Headings", "No Defaults", "Insurances", "Anti-Corruption Laws", "Solvency", "Confidentiality", "Use Of Proceeds", "Governing Laws", "General", "Publicity", "Vacations", "Enforcements", "Defined Terms", "Further Assurances", "Non-Disparagement", "Positions", "Consent To Jurisdiction", "Specific Performance", "Arbitration", "Costs", "Disability", "Miscellaneous", "Base Salary", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The terms of this Agreement, together with the Equity Compensation Agreements are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement, including the Prior Employment Agreement. The parties further intend that this Agreement, and the aforementioned contemporaneous documents, shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. From and after the date hereof, this Agreement shall supersede the Prior Employment Agreement, except for any rights or obligations which survive pursuant to Section\u00a010 thereof.", "references": ["Liens", "Transactions With Affiliates", "Specific Performance", "Confidentiality", "Modifications", "Defined Terms", "Effectiveness", "Organizations", "Terms", "Adjustments", "General", "Insurances", "Brokers", "Construction", "Venues", "Cooperation", "Fees", "Costs", "Arbitration", "Withholdings", "Waivers", "Closings", "Employment", "Books", "Indemnifications", "Jurisdictions", "Positions", "Interests", "Consent To Jurisdiction", "Vesting", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The term of the Sublease shall be for a period of 72 months and sixteen days commencing on October 15, 2018 (the \u201c Commencement Date \u201d) and ending October 31, 2024 (the \u201c Sublease Term \u201d), provided, however, that this Sublease shall terminate earlier upon a default of this Sublease as specified herein. Notwithstanding the Sublease Term, this Sublease shall not commence, until the Landlord executes a written consent to the Sublease as set forth at the end of this Sublease or in another form acceptable to the Sublessee. If for any reason the Landlord does not execute and deliver the Landlord Consent within five business days of the date of this Sublease, this Sublease shall terminate, and the parties shall have no further obligation to each other. Notwithstanding anything to the contrary in this Sublease, the Sublessee shall not be required to remit any funds to Sublessor until five days after the Landlord Consent is executed and delivered to Sublessee.", "references": ["Forfeitures", "Modifications", "Authorizations", "Enforcements", "Vesting", "Powers", "Effectiveness", "Use Of Proceeds", "Disability", "Capitalization", "Records", "Entire Agreements", "Terminations", "Representations", "Death", "Approvals", "Indemnity", "Insurances", "Expenses", "Counterparts", "Sanctions", "Applicable Laws", "Transactions With Affiliates", "Consents", "Duties", "Solvency", "Confidentiality", "Adjustments", "Change In Control", "Tax Withholdings", "Terms"], "gold": ["Terms"]}
+{"input": "During the Term, Executive will be entitled to receive a base salary (\u201c Base\u00a0Salary \u201d) at an annual rate of $450,000, payable in accordance with Company\u2019s regular payroll practices.", "references": ["Sanctions", "Forfeitures", "Non-Disparagement", "Venues", "Costs", "Existence", "Assignments", "Adjustments", "Amendments", "Terms", "Severability", "Titles", "Fees", "Submission To Jurisdiction", "Litigations", "Releases", "Successors", "Sales", "Agreements", "Duties", "No Waivers", "Effective Dates", "Death", "Financial Statements", "Qualifications", "Counterparts", "Payments", "Further Assurances", "Governing Laws", "Positions", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "All inventions, ideas and discoveries which shall become Company's property pursuant to Paragraph\u00a03 hereof shall be held secret and confidential by Advisor. \u00a0Further, during and after the performance by Advisor of the Services and the term of this Agreement, Advisor will not use or disclose or allow anyone else to use or disclose to any third party any \"Confidential Information\" (as defined below) relating to Company, its products, its research and development, its supplies or customers and the Services to be provided hereunder except as may be necessary in the performance of the Services or as may be authorized in writing in advance by an appropriate officer of Company. \u00a0Advisor acknowledges that the foregoing limitation expressly prohibits any use or disclosure of any Confidential Information by Advisor pursuant to lectures or scientific or technical papers or publications. \u00a0\"Confidential Information\" includes any trade secrets, confidential information, knowledge, data or other information of Company relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matter pertaining to any business of Company or any clients, customers, Advisors, licensees or affiliates. \u00a0\"Confidential Information\" shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of Advisor. \u00a0All written information, drawings, documents and other materials prepared by Advisor in the performance of the Services hereunder shall be Company's sole and exclusive property, and will be delivered to Company upon expiration or termination of this Agreement, together with all Confidential Information, if any, that may have been furnished to Advisor hereunder.", "references": ["Interpretations", "Adjustments", "Effective Dates", "Submission To Jurisdiction", "Fees", "No Waivers", "Books", "Sanctions", "Subsidiaries", "Non-Disparagement", "Use Of Proceeds", "Disclosures", "Records", "Duties", "Withholdings", "Powers", "Assignments", "Expenses", "Insurances", "Further Assurances", "Entire Agreements", "Brokers", "Transactions With Affiliates", "Costs", "Jurisdictions", "Benefits", "Organizations", "No Conflicts", "Severability", "Agreements", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender or any L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction.", "references": ["Waiver Of Jury Trials", "Further Assurances", "Amendments", "Duties", "Taxes", "Payments", "Vesting", "Construction", "Liens", "Participations", "Organizations", "Terminations", "Effective Dates", "Interpretations", "Base Salary", "Positions", "Headings", "Specific Performance", "Governing Laws", "Vacations", "Sanctions", "Non-Disparagement", "Jurisdictions", "Records", "Entire Agreements", "Cooperation", "Disclosures", "Compliance With Laws", "No Conflicts", "Tax Withholdings", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or at the discretion of the Administrative Agent, a backup standby Letter of Credit satisfactory to the Administrative Agent and the Issuing Bank has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the other Secured Parties which would give rise to any Secured Obligations are outstanding.", "references": ["Change In Control", "Interests", "Confidentiality", "Applicable Laws", "Taxes", "Sanctions", "Insurances", "Duties", "Use Of Proceeds", "Warranties", "Forfeitures", "General", "Counterparts", "Entire Agreements", "Closings", "Vesting", "Vacations", "Effective Dates", "Defined Terms", "Litigations", "Benefits", "Notices", "Sales", "Submission To Jurisdiction", "No Defaults", "Financial Statements", "Compliance With Laws", "Assignments", "Powers", "Disclosures", "Terminations"], "gold": ["Terminations"]}
+{"input": "Subject to the terms and conditions of this Agreement, the Preferred Amendment shall become effective on the Effective Date, which shall be no later than three business day after the last of the conditions to effectiveness set forth in Article IV have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Effective Date), or at such other time or on such other date as the Company and the Holder may mutually agree upon in writing.", "references": ["Terms", "Jurisdictions", "Change In Control", "Notices", "Cooperation", "Costs", "Disclosures", "Sales", "Definitions", "Non-Disparagement", "Publicity", "Construction", "Transactions With Affiliates", "Enforcements", "Venues", "Disability", "Modifications", "Approvals", "Specific Performance", "Interpretations", "Headings", "Enforceability", "Benefits", "Intellectual Property", "Assigns", "Binding Effects", "Erisa", "Counterparts", "Amendments", "General", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Each Grantor comply with Section\u00a05.06 of the Credit Agreement as if it were a party thereto.", "references": ["Change In Control", "Compliance With Laws", "Representations", "Warranties", "Withholdings", "Subsidiaries", "Vacations", "Successors", "Counterparts", "General", "Taxes", "Waiver Of Jury Trials", "Jurisdictions", "Solvency", "Modifications", "No Defaults", "Titles", "Venues", "Anti-Corruption Laws", "Authority", "Benefits", "Entire Agreements", "Brokers", "Releases", "Integration", "Litigations", "Effective Dates", "Authorizations", "Waivers", "Fees", "Records"], "gold": ["Records"]}
+{"input": "Borrowers (a)\u00a0will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 to this Agreement no later than the times specified therein, (b)\u00a0agree that no Subsidiary of a Loan Party will have a fiscal year different from that of Administrative Borrower, (c)\u00a0agree to maintain a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP, and (d)\u00a0agree that they will, and will cause each other Loan Party to, (i)\u00a0keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and their Subsidiaries' sales, and (ii)\u00a0maintain their billing systems and practices (other than modifications to the tools and processes used to manage their billing systems and practices) substantially as in effect as of the Closing Date and shall only make material modifications thereto with prior written notice to Agent.", "references": ["Withholdings", "Notices", "Non-Disparagement", "Subsidiaries", "Participations", "Insurances", "No Conflicts", "Counterparts", "Assignments", "Sanctions", "Miscellaneous", "Solvency", "Modifications", "Approvals", "Powers", "Indemnifications", "Disability", "Change In Control", "Benefits", "Books", "Brokers", "Organizations", "Closings", "Titles", "Costs", "Qualifications", "Payments", "Entire Agreements", "Vesting", "Authorizations", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a)\u00a0contravene the terms of any of such Person\u2019s Organization Documents; (b)\u00a0conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i)\u00a0any Contractual Obligation or Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of the Restricted Subsidiaries or (ii)\u00a0any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c)\u00a0violate any applicable Law, except in the case of clause (b)\u00a0or (c), to the extent that such conflict, breach, contravention or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Effectiveness", "Vacations", "Powers", "Qualifications", "Erisa", "Waiver Of Jury Trials", "Binding Effects", "Effective Dates", "Representations", "Withholdings", "Jurisdictions", "Vesting", "Survival", "Miscellaneous", "Change In Control", "Intellectual Property", "Disclosures", "Arbitration", "Titles", "Duties", "Adjustments", "Authority", "Participations", "Compliance With Laws", "Benefits", "Approvals", "Financial Statements", "Disability", "Agreements", "Submission To Jurisdiction", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Banjo is a corporation duly incorporated, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Banjo has made available to the Company or there has been available on EDGAR complete and correct copies of the certificate of incorporation and bylaws of Banjo as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Banjo\u2019s articles of incorporation or by-laws. Banjo has taken all action required by law, its articles of incorporation and by laws, or otherwise to authorize the execution and delivery of this Agreement, and Banjo has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation and by-laws, or otherwise to consummate the transactions herein contemplated.", "references": ["Indemnifications", "Severability", "No Conflicts", "Powers", "Representations", "Liens", "Modifications", "Integration", "Books", "Venues", "General", "Binding Effects", "Releases", "Employment", "Confidentiality", "Further Assurances", "Definitions", "Governing Laws", "Subsidiaries", "Payments", "Litigations", "Assigns", "Titles", "Tax Withholdings", "Disability", "Sanctions", "Defined Terms", "Vesting", "Waivers", "No Waivers", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement shall be effective as of November\u00a027, 2017 (the\u00a0\u201c Effective Date \u201d).", "references": ["Insurances", "Notices", "Amendments", "Employment", "Fees", "Disability", "Indemnity", "Forfeitures", "Sales", "Indemnifications", "Disclosures", "Binding Effects", "Death", "Terminations", "Subsidiaries", "Consents", "Liens", "Solvency", "Authority", "Tax Withholdings", "Brokers", "Sanctions", "Vesting", "Successors", "Withholdings", "Existence", "General", "Interests", "Vacations", "Specific Performance", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer as may be specifically designated by the Board.\u00a0 No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.\u00a0 This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof that have been made by either party; provided, however, that this Agreement will supersede any agreement setting forth the terms and conditions of the Employee\u2019s employment with the Company only in the event that, following a Change in Control, the Employee\u2019s employment with the Company is terminated by the Company other than for Cause or by the Employee for Good Reason.\u00a0 The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Illinois.\u00a0 All references to sections of the Code will be deemed also to refer to any successor provisions to such sections.\u00a0 Any payments provided for hereunder will be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Employee has agreed.\u00a0 The obligations of the Company and the Employee under this Agreement that by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Section\u00a02 ) will survive such expiration.", "references": ["Assignments", "Expenses", "Sanctions", "Venues", "Amendments", "Applicable Laws", "Successors", "Base Salary", "Benefits", "Records", "Litigations", "Indemnifications", "Jurisdictions", "Fees", "Payments", "Participations", "Authorizations", "Releases", "Sales", "Tax Withholdings", "Compliance With Laws", "Duties", "Subsidiaries", "No Defaults", "Waivers", "Capitalization", "Solvency", "Interpretations", "Confidentiality", "Positions", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 3, 8 (including with respect to breaches of Section\u00a04, 5, 6, 9, or 10 and this Section\u00a015 shall survive termination of this Agreement. If any provision of this Agreement is or should become inconsistent with any present or future law, rule, or regulation of any governmental or regulatory authority having jurisdiction over the subject matter of this Agreement, such provision shall be deemed rescinded or modified in accordance with any such law, rule or regulation. In all other respects, this Agreement shall continue and remain in full force and effect.", "references": ["Duties", "Jurisdictions", "Confidentiality", "No Conflicts", "Change In Control", "Amendments", "Participations", "Approvals", "Books", "Payments", "Forfeitures", "Headings", "Binding Effects", "Counterparts", "Disability", "Remedies", "Defined Terms", "Integration", "Positions", "Definitions", "Assignments", "Interpretations", "Indemnity", "Consent To Jurisdiction", "General", "Liens", "Non-Disparagement", "Employment", "Agreements", "Transactions With Affiliates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Restricted Stock Units shall be adjusted or terminated as contemplated by Section 16(a) of the Plan, including, in the discretion of the Compensation Committee, rounding to the nearest whole number of Restricted Stock Units or shares of Common Stock, as applicable.", "references": ["Insurances", "Publicity", "Severability", "Waiver Of Jury Trials", "Integration", "Change In Control", "Forfeitures", "Vesting", "Terminations", "Participations", "Records", "Specific Performance", "Fees", "Vacations", "Employment", "Effective Dates", "Compliance With Laws", "Approvals", "Anti-Corruption Laws", "Authorizations", "Non-Disparagement", "Remedies", "Use Of Proceeds", "Consents", "Defined Terms", "Financial Statements", "Confidentiality", "Interests", "Terms", "Death", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined pursuant to Section\u00a011 of the Series C Warrant.", "references": ["Use Of Proceeds", "Erisa", "Non-Disparagement", "No Conflicts", "Assignments", "Adjustments", "Effective Dates", "Vacations", "Assigns", "Agreements", "Submission To Jurisdiction", "Construction", "Existence", "Notices", "Sanctions", "Expenses", "Releases", "Insurances", "Vesting", "Payments", "Interpretations", "Terms", "Confidentiality", "Taxes", "Enforcements", "Remedies", "Binding Effects", "Representations", "Warranties", "Records", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each party\u2019s obligations under this Section \u00a05.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Tax Withholdings", "Warranties", "Miscellaneous", "Terminations", "Vesting", "Venues", "Books", "Indemnifications", "Indemnity", "Expenses", "Qualifications", "General", "Participations", "Adjustments", "Fees", "Death", "Base Salary", "No Waivers", "Waivers", "Authorizations", "Authority", "Disability", "Integration", "Compliance With Laws", "Headings", "Subsidiaries", "Effective Dates", "Costs", "Liens", "Sanctions", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Holdings shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of AXA Group, except as provided in this Section 9.12. Any purported assignment in violation of this Section 9.12 shall be null and void ab initio.", "references": ["Approvals", "No Conflicts", "Integration", "Insurances", "Duties", "Death", "Effectiveness", "Indemnifications", "Confidentiality", "Arbitration", "No Waivers", "Releases", "Interpretations", "Entire Agreements", "Venues", "Waiver Of Jury Trials", "Consents", "Tax Withholdings", "Closings", "Disclosures", "No Defaults", "Organizations", "Agreements", "Terminations", "Compliance With Laws", "Disability", "Non-Disparagement", "Effective Dates", "Sanctions", "Remedies", "Assignments"], "gold": ["Assignments"]}
+{"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 this Award of 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 King County, Washington, or the federal courts for the United States for the District of Washington, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed.", "references": ["Entire Agreements", "No Waivers", "Submission To Jurisdiction", "Publicity", "Positions", "Disability", "Records", "Use Of Proceeds", "Fees", "Authorizations", "Severability", "Sanctions", "Capitalization", "Defined Terms", "Books", "Survival", "Further Assurances", "General", "Closings", "Enforcements", "No Defaults", "Effectiveness", "Counterparts", "Headings", "Integration", "Terminations", "Erisa", "Agreements", "Consent To Jurisdiction", "Warranties", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Amendment may be executed by the parties hereto separately in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement.\u00a0 Transmission by a party to another party (or its counsel) via facsimile, electronic mail or other method of electronic communication of a signed copy of this Amendment (or a signature page of this Amendment) shall be as fully effective as delivery by such transmitting party to the other parties hereto of a counterpart of this Amendment that had been manually signed by such transmitting party.", "references": ["Defined Terms", "Non-Disparagement", "Waivers", "Financial Statements", "Existence", "Tax Withholdings", "Anti-Corruption Laws", "Releases", "Powers", "Vesting", "Base Salary", "Withholdings", "Assigns", "Disclosures", "Payments", "Sales", "Liens", "Indemnity", "Terminations", "Effectiveness", "Solvency", "Consent To Jurisdiction", "Authority", "General", "Fees", "Use Of Proceeds", "Change In Control", "No Conflicts", "Subsidiaries", "Headings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested thereby.", "references": ["Books", "Amendments", "Terminations", "Costs", "Assignments", "Warranties", "Survival", "Approvals", "Existence", "Binding Effects", "Integration", "Vesting", "Successors", "Vacations", "Solvency", "Transactions With Affiliates", "Authorizations", "Enforceability", "Enforcements", "No Conflicts", "Headings", "Expenses", "Agreements", "Waivers", "General", "Consent To Jurisdiction", "Employment", "Subsidiaries", "Sanctions", "Closings", "Severability"], "gold": ["Severability"]}
+{"input": "None of the reports, financial statements, certificates or other information (other than the Projections, any other projected financial information, forward-looking statements and statements of a general economic nature) furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or, when taken as a whole, omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to the Projections or any other projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such Projections or other projected financial information was delivered prior to the Effective Date, as of the Effective Date, it being understood and agreed that such Projections and other projected financial information are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties, and as such, such Projections and other projected financial information is not a guarantee of financial performance and actual results may differ from such Projections and other projected financial information and such differences may be material.", "references": ["Venues", "Specific Performance", "Financial Statements", "Waivers", "Employment", "Tax Withholdings", "Liens", "Counterparts", "Powers", "Notices", "No Conflicts", "Terms", "Solvency", "Litigations", "Brokers", "Binding Effects", "Representations", "Anti-Corruption Laws", "Construction", "Consents", "Applicable Laws", "Arbitration", "Submission To Jurisdiction", "Approvals", "Miscellaneous", "Indemnity", "Transactions With Affiliates", "Withholdings", "Publicity", "Modifications", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["General", "Litigations", "Releases", "Qualifications", "Miscellaneous", "Change In Control", "No Waivers", "Solvency", "Expenses", "Sanctions", "Interests", "Terms", "Arbitration", "Waivers", "Modifications", "Authorizations", "Enforcements", "Taxes", "Costs", "Jurisdictions", "Interpretations", "Existence", "Use Of Proceeds", "Payments", "No Defaults", "Death", "Notices", "Financial Statements", "Employment", "Consents", "Severability"], "gold": ["Severability"]}
+{"input": "In the event of the death of Employee during the Term, this Agreement and Employee\u2019s Employment hereunder shall be terminated as of the date of death and Employee\u2019s designated beneficiary or, in the absence of such designation, the estate or other legal representative of Employee (collectively, the \u201cEstate\u201d) shall be entitled to receive (i) Employee\u2019s Base Salary through the end of the month in which the death occurs and accrued but unused PTO through the date of death, paid in a single lump sum within 30 days following the date of death, and (ii) a pro-rata Annual Bonus (based upon target bonus and the days of employment in the calendar year of Termination), to be paid in a single lump sum within 30 days following the termination date. The Estate shall be entitled to all other applicable death benefits in accordance with the terms of the Company\u2019s benefit programs and plans. In addition, any unvested shares of the Company\u2019s common stock awarded pursuant to Section\u00a04(c) shall vest immediately (at target) upon Employee\u2019s death.", "references": ["Indemnity", "Remedies", "Anti-Corruption Laws", "Financial Statements", "Assignments", "Vesting", "Existence", "Jurisdictions", "Disclosures", "Arbitration", "Intellectual Property", "Qualifications", "Subsidiaries", "Confidentiality", "Applicable Laws", "Effective Dates", "Terms", "Base Salary", "No Conflicts", "Closings", "Further Assurances", "Construction", "Brokers", "Insurances", "Enforceability", "Waiver Of Jury Trials", "Employment", "Tax Withholdings", "Disability", "Change In Control", "Death"], "gold": ["Death"]}
+{"input": "Consistent with Section\u00a0XVI of the Employment Agreement, this Agreement has been executed and delivered in the State of New Jersey and its validity, interpretation, performance and enforcement shall be governed by the internal laws of the State of New Jersey (without reference to its conflict of laws rules).", "references": ["Consents", "Disclosures", "Non-Disparagement", "Remedies", "Terms", "Subsidiaries", "Enforceability", "Defined Terms", "Effectiveness", "No Defaults", "Indemnifications", "Definitions", "Anti-Corruption Laws", "No Conflicts", "Records", "Intellectual Property", "Existence", "Withholdings", "No Waivers", "Titles", "Death", "Modifications", "Submission To Jurisdiction", "Severability", "Solvency", "Amendments", "Positions", "Integration", "Fees", "Disability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The obligations of the Company and the Participant under this Plan which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Section 2 and Section 3 hereof) shall survive such expiration.", "references": ["Interpretations", "Consents", "Non-Disparagement", "Anti-Corruption Laws", "Warranties", "Closings", "Forfeitures", "Binding Effects", "Disclosures", "Withholdings", "Terms", "Benefits", "Notices", "Specific Performance", "Amendments", "No Waivers", "Costs", "Assigns", "Books", "Remedies", "Arbitration", "Authorizations", "Disability", "Death", "Change In Control", "Definitions", "Tax Withholdings", "Sales", "Construction", "Publicity", "Survival"], "gold": ["Survival"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section\u00a03.2 hereof.", "references": ["Positions", "Costs", "Entire Agreements", "Organizations", "Books", "Assignments", "Notices", "Duties", "Cooperation", "Defined Terms", "Arbitration", "Terms", "Anti-Corruption Laws", "Representations", "Terminations", "Brokers", "Expenses", "Modifications", "Specific Performance", "Participations", "Payments", "Interpretations", "No Conflicts", "Consents", "Use Of Proceeds", "Sales", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Releases", "Capitalization", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "AGCO shall not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character, whether now owned or hereafter acquired, except Permitted Liens.", "references": ["Enforceability", "Arbitration", "No Conflicts", "Confidentiality", "Assignments", "Existence", "Releases", "Cooperation", "Venues", "Death", "Submission To Jurisdiction", "Organizations", "Transactions With Affiliates", "Payments", "Subsidiaries", "Effectiveness", "Tax Withholdings", "Consent To Jurisdiction", "Anti-Corruption Laws", "Authority", "Disability", "Terms", "Brokers", "Consents", "Compliance With Laws", "Titles", "Severability", "Jurisdictions", "Sanctions", "Further Assurances", "Liens"], "gold": ["Liens"]}
+{"input": "Each Grantor hereby waives, to the extent permitted by applicable Laws, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable Laws in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the Secured Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate, together with the costs of collection and the fees, charges and disbursements of counsel. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.", "references": ["Solvency", "Severability", "Benefits", "Transactions With Affiliates", "Publicity", "Books", "Authorizations", "Insurances", "Interests", "Indemnity", "Duties", "Organizations", "Titles", "Closings", "Participations", "Remedies", "Notices", "Assigns", "Death", "Anti-Corruption Laws", "Disability", "Terminations", "Base Salary", "Liens", "Enforceability", "Submission To Jurisdiction", "Counterparts", "Confidentiality", "Expenses", "Adjustments", "Waivers"], "gold": ["Waivers"]}
+{"input": "In the event you violate the non-competition or non-solicitation provisions of this Section 7 , you will be obligated to repay to the Company all payments received pursuant to this Agreement (other than, for the avoidance of doubt, the Accrued Obligations), and you shall have no further obligation to pay you any payments that may be remaining under this Agreement. In the event you breach or threaten to breach any of the provisions of this Section 7 , in addition to and without limiting or waiving any other remedies available to the Company under this Agreement, in law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic, or foreign, having the capacity to grant such relief, to restrain such breach or threatened breach and to enforce the provisions of this Section 7 . Notwithstanding anything to contrary in this Agreement or in the Plan, in no event shall the mere assertion of a violation of the provisions of this Section 7 constitute a basis for deferring or withholding any amount otherwise payable to you under this Agreement.", "references": ["Jurisdictions", "Specific Performance", "Books", "Financial Statements", "Integration", "Organizations", "Titles", "Transactions With Affiliates", "Erisa", "Confidentiality", "Successors", "Authority", "Enforceability", "Anti-Corruption Laws", "Solvency", "Duties", "Warranties", "Modifications", "Miscellaneous", "Amendments", "Expenses", "Closings", "Authorizations", "Effective Dates", "Disability", "Taxes", "Arbitration", "Agreements", "Binding Effects", "Indemnity", "Remedies"], "gold": ["Remedies"]}
+{"input": "Any controversy or claim arising out of or relating to this Warrant, or the breach, termination, or validity thereof, shall be settled by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (\"AAA Rules\") in effect as of the effective date of this Warrant The American Arbitration Association shall be responsible for (a) appointing a sole arbitrator, and (b) administering the case in accordance with the AAA Rules. The situs of the arbitration shall be Houston, Texas. Upon the application of either party to this Warrant, and whether or not an arbitration proceeding has yet been initiated, all courts having jurisdiction hereby are authorized to (x) issue and enforce in any lawful manner, such temporary restraining orders, preliminary injunctions and other interim measures of relief as may be necessary to prevent harm to a party s interest or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Warrant, and (y) enter and enforce in any lawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party s interest or as otherwise may be appropriate following the issuance of arbitral awards pursuant to the Warrant. Any order or judgment rendered by the arbitrator may be entered and enforced by any court having competent jurisdiction.", "references": ["Sales", "Subsidiaries", "Brokers", "Sanctions", "Assigns", "Agreements", "Solvency", "Applicable Laws", "Consents", "Positions", "Confidentiality", "Definitions", "Litigations", "Waiver Of Jury Trials", "Defined Terms", "Vacations", "Effective Dates", "Remedies", "Governing Laws", "Effectiveness", "Interpretations", "Disability", "Closings", "Records", "No Waivers", "Publicity", "Duties", "No Conflicts", "Miscellaneous", "Severability", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "No Eligible Executive who incurs a Severance Event shall be eligible to receive any payments or other benefits under the Plan (other than payments under Section 2.2 hereof) unless he or she first executes a waiver, release of claims, and covenant not to sue in favor of the Company and its Subsidiaries in a form as determined by the Company and does not revoke such release within the time permitted therein for such revocation, if any. The Company shall provide the release to the Eligible Executive no later than seven (7) business days after the Eligible Executive\u2019s termination of employment. If such release is not effective on or before the sixtieth (60th) day following the Eligible Executive\u2019s termination of employment, payments or benefits shall not be paid or otherwise provided to the Eligible Executive under this Plan and instead shall be forfeited.", "references": ["Applicable Laws", "No Conflicts", "Authority", "Titles", "Venues", "Qualifications", "Employment", "Enforcements", "Publicity", "Costs", "Consents", "Change In Control", "Cooperation", "Existence", "Positions", "Assignments", "Headings", "Taxes", "Brokers", "Compliance With Laws", "Forfeitures", "Adjustments", "Binding Effects", "Integration", "Arbitration", "Warranties", "No Waivers", "Benefits", "Assigns", "Vacations", "Releases"], "gold": ["Releases"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.", "references": ["Costs", "Entire Agreements", "Approvals", "Death", "Jurisdictions", "No Defaults", "Withholdings", "Existence", "Publicity", "Agreements", "Integration", "Sales", "Enforcements", "Further Assurances", "Fees", "Construction", "Effective Dates", "Defined Terms", "General", "Benefits", "Non-Disparagement", "No Conflicts", "Payments", "Waiver Of Jury Trials", "Duties", "Venues", "Notices", "Forfeitures", "Employment", "Binding Effects", "Assignments"], "gold": ["Assignments"]}
+{"input": "Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the other party's prior written approval, which shall not be unreasonably withheld; provided that such approval shall not be required in connection with any merger, consolidation, reorganization, sale, or similar transaction involving the Company and/or all or substantially all of its assets, so long as the successor party to such transaction assumes the Company's obligations under this Agreement. Subject to the above restrictions, this Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their respective heirs, administrators, successors, and permitted assigns.", "references": ["Closings", "Construction", "Releases", "Benefits", "Intellectual Property", "Brokers", "Vesting", "Anti-Corruption Laws", "Existence", "Warranties", "Waivers", "Venues", "Disability", "Definitions", "Modifications", "Publicity", "Severability", "Liens", "Terminations", "Binding Effects", "Forfeitures", "No Conflicts", "Submission To Jurisdiction", "Consents", "Specific Performance", "General", "Litigations", "Participations", "No Defaults", "Enforcements", "Assignments"], "gold": ["Assignments"]}
+{"input": "If any Party learns of an infringement or threatened infringement by a Third Party with respect to any Akcea Patent Right or PTC Patent Right, including actual or alleged infringement under 35 USC \u00a7271(e)(2) or any foreign equivalent that is or would be competitive with a Compound or Product (\u201c Competitive Infringement \u201d), such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such Competitive Infringement.", "references": ["Death", "Transactions With Affiliates", "Consents", "Powers", "Arbitration", "Expenses", "Records", "Further Assurances", "Effectiveness", "Applicable Laws", "Authority", "Disclosures", "Fees", "Closings", "Costs", "Definitions", "Benefits", "Sales", "Intellectual Property", "Authorizations", "Positions", "Erisa", "Warranties", "Change In Control", "Taxes", "Jurisdictions", "Remedies", "Use Of Proceeds", "Entire Agreements", "Insurances", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement is to be governed by, and construed in accordance with, the laws of the State of Ohio, without reference to its conflicts of law rules.", "references": ["Entire Agreements", "Books", "General", "Arbitration", "Sales", "Successors", "Fees", "Binding Effects", "Subsidiaries", "Erisa", "Enforcements", "Survival", "Insurances", "Sanctions", "Specific Performance", "Integration", "Releases", "Expenses", "Taxes", "Authorizations", "Financial Statements", "Indemnity", "Waivers", "Positions", "Severability", "Withholdings", "Death", "Terms", "Consent To Jurisdiction", "Effectiveness", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Payment of any fees due to Administrative Agent hereunder, including, without limitation, any legal fees subject to Section 11 hereof, any Facility Fee (if applicable) and any Extension Fee (if applicable).", "references": ["Authority", "Governing Laws", "Taxes", "Specific Performance", "Terms", "Successors", "Liens", "Employment", "Insurances", "Base Salary", "Closings", "Remedies", "Waivers", "Titles", "Counterparts", "Headings", "Qualifications", "Consent To Jurisdiction", "Interests", "Expenses", "Waiver Of Jury Trials", "Assignments", "Powers", "Use Of Proceeds", "Entire Agreements", "Solvency", "Costs", "Adjustments", "Tax Withholdings", "No Waivers", "Fees"], "gold": ["Fees"]}
+{"input": "Because of the interrelated nature of the actions of the Parties required to obtain the necessary permits and authorizations from the appropriate Governmental Authorities and the necessary consents, rights of way and other authorizations from other Persons necessary to drill and complete each Planned Well and construct the required extensions of the applicable Individual System to each Planned Well Pad, the Parties agree to work together in good faith to obtain such permits, authorizations, consents and rights of way as expeditiously as reasonably practicable, all as provided in this Agreement. The Parties further agree to cooperate with each other and to communicate regularly regarding their efforts to obtain such permits, authorizations, consents and rights of way. Upon request by Shipper, Gatherer shall promptly provide to Shipper copies of all state and federal permits and approvals obtained by Gatherer in order to construct any extension of any Individual System to a Planned Well or a Planned Well Pad. Upon request by Gatherer, Shipper shall promptly provide to Gatherer copies of all state and federal permits and approvals obtained by Shipper in order to drill and complete any Well or to construct Shipper\u2019s Facilities.", "references": ["Terms", "Sales", "Entire Agreements", "Publicity", "Books", "Survival", "Binding Effects", "No Waivers", "Agreements", "Submission To Jurisdiction", "Construction", "Integration", "Financial Statements", "Existence", "Assignments", "Disability", "Disclosures", "Expenses", "Consent To Jurisdiction", "Interpretations", "Brokers", "Indemnity", "Qualifications", "Effective Dates", "Representations", "Vacations", "Withholdings", "Solvency", "Transactions With Affiliates", "Sanctions", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Purchaser agrees that information gathered in connection with this Agreement that is not generally known to the public (the \u201c Confidential Information \u201d) shall be considered Confidential Information, and such Confidential Information shall be used by Purchaser and its agents, contractors, engineers, surveyors, attorneys, accountants, consultants, brokers, officers, directors, members, employees, and current and prospective partners and lenders (collectively, \u201c Consultants \u201d) solely for the purpose of Purchaser\u2019s evaluation of an acquisition of the Property. Notwithstanding anything to the contrary contained in this Agreement, \u201cConfidential Information\u201d shall not include any (i) documents or information which is or becomes generally available to the public other than as a result of a disclosure by Purchaser or its Consultants; (ii) information which reasonably can be demonstrated to be known to Purchaser or its Consultants prior to its disclosure under that certain Limited Access Agreement between Purchaser and Seller dated April 26, 2018; (iii) information which becomes available to Purchaser or its Consultants on a non-confidential basis from sources other than Seller not bound, to the knowledge of Purchaser, by any legal or other obligation prohibiting the disclosure of Confidential Information by such source to Purchaser. Except as required by a court order or other legal process, Purchaser shall not reveal, disclose, disseminate, publish or communicate to any other persons, parties or entities any Confidential Information without the prior written consent of Seller in each instance, which shall be given or withheld in Seller\u2019s sole and absolute discretion, other than to Purchaser\u2019s Consultants involved in this transaction who have been advised to preserve the Confidential Information in a confidential manlier (collectively, \u201c Permitted Outside Parties \u201d). Purchaser shall be responsible for ensuring that any and all Permitted Outside Parties complies with the provisions of this Paragraph. In permitting Purchaser and the Permitted Outside Parties to review the Property Information or any other Confidential Information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The provisions of this Paragraph shall survive the termination of this Agreement for a period of 1 year but shall not survive Closing.", "references": ["Brokers", "Disability", "Solvency", "Releases", "Warranties", "Representations", "Interests", "Severability", "Costs", "Approvals", "Powers", "Intellectual Property", "Transactions With Affiliates", "Integration", "Disclosures", "Jurisdictions", "Agreements", "Fees", "Benefits", "Governing Laws", "Records", "Litigations", "Base Salary", "Modifications", "Change In Control", "Enforcements", "Specific Performance", "Sales", "General", "Payments", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Grantor has, and Grantor covenants to maintain, good and marketable title to the Property, free and clear of all liens, security interests, and encumbrances except those permitted by Section\u00a08.03 of the Credit Agreement (\u201c Permitted Encumbrances \u201d).\u00a0 Grantor will defend title to the Property, subject as aforesaid, against the claims and demands of all persons claiming or to claim the same or any part thereof.\u00a0 The ownership by Grantor of the Mortgaged Properties does and will, with respect to each well or unit identified on Exhibit\u00a0A , entitle Grantor to receive (subject to the terms and provisions of this Deed of Trust) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed [\u201c NRI \u201d] on Exhibit\u00a0A , and cause Grantor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed [\u201c WI \u201d] on Exhibit\u00a0A , except to the extent of any proportionate corresponding increase in net revenue interest.\u00a0 The above-described shares of production which Grantor is entitled to receive and shares of expenses which Grantor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit\u00a0A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Exhibit\u00a0A .\u00a0 There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent as secured party except those covering Property permitted to be encumbered by Permitted Encumbrances pursuant to the Credit Agreement.\u00a0 Upon request by Agent, Grantor will deliver to Agent schedules of all internal and third party information identifying the Mortgaged Properties (such as, for example, lease names and numbers assigned by Grantor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Grantor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties).", "references": ["General", "Duties", "Records", "Governing Laws", "Terms", "Powers", "Submission To Jurisdiction", "Costs", "Counterparts", "Further Assurances", "Severability", "Use Of Proceeds", "Arbitration", "Benefits", "Anti-Corruption Laws", "Jurisdictions", "Base Salary", "Waiver Of Jury Trials", "Confidentiality", "Warranties", "No Conflicts", "Publicity", "Consent To Jurisdiction", "Definitions", "Authorizations", "Approvals", "Payments", "Books", "Existence", "Intellectual Property", "Titles"], "gold": ["Titles"]}
+{"input": "For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus, LTIP Amounts, RSUs, (and any other designated compensation) portion of the Annual Deferral Amount shall be withheld at the time the Bonus, Commissions, LTIP Amounts, RSUs, and other compensation are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant\u2019s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.", "references": ["No Conflicts", "Further Assurances", "Enforcements", "Warranties", "Applicable Laws", "Expenses", "Definitions", "Venues", "Sales", "Waiver Of Jury Trials", "Organizations", "Confidentiality", "Releases", "Closings", "Financial Statements", "Solvency", "Binding Effects", "Qualifications", "Interpretations", "Positions", "Titles", "Assignments", "Change In Control", "Sanctions", "Disability", "Specific Performance", "Headings", "Compliance With Laws", "Integration", "Cooperation", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Whenever possible, each provision of this Guaranty shall be interpreted in such a manner to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.", "references": ["No Conflicts", "Effective Dates", "Cooperation", "Liens", "Financial Statements", "Costs", "Effectiveness", "Interests", "Subsidiaries", "General", "Publicity", "Disability", "Terms", "Vacations", "Headings", "Change In Control", "Qualifications", "Indemnifications", "Duties", "Terminations", "Payments", "No Defaults", "Submission To Jurisdiction", "Use Of Proceeds", "Approvals", "Non-Disparagement", "Authority", "Vesting", "No Waivers", "Litigations", "Severability"], "gold": ["Severability"]}
+{"input": "By accepting this Award, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood a description of the Plan.\u00a0\u00a0Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.", "references": ["Positions", "Organizations", "Further Assurances", "Titles", "Sales", "Remedies", "Capitalization", "Enforceability", "Financial Statements", "Waiver Of Jury Trials", "Authority", "Survival", "Construction", "Tax Withholdings", "Approvals", "Sanctions", "Participations", "Arbitration", "Powers", "Integration", "Withholdings", "Intellectual Property", "Venues", "Payments", "Adjustments", "Consent To Jurisdiction", "Effective Dates", "Publicity", "Severability", "Erisa", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company and its Subsidiaries are entities duly organized and validly existing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted. Each of the Company and its Subsidiary is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.", "references": ["Amendments", "Duties", "Insurances", "Modifications", "Cooperation", "Financial Statements", "Definitions", "Releases", "Participations", "Enforceability", "Representations", "Defined Terms", "General", "Transactions With Affiliates", "Liens", "Effective Dates", "Litigations", "Waiver Of Jury Trials", "Sales", "Binding Effects", "Indemnifications", "Jurisdictions", "Disability", "Tax Withholdings", "Terminations", "Survival", "Books", "Notices", "Severability", "Qualifications", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws.", "references": ["Subsidiaries", "Cooperation", "Specific Performance", "Capitalization", "Headings", "Consents", "Releases", "Positions", "Integration", "Further Assurances", "Entire Agreements", "Interests", "Construction", "Assignments", "Enforcements", "Successors", "Amendments", "Enforceability", "Transactions With Affiliates", "Miscellaneous", "Severability", "Intellectual Property", "Counterparts", "Vacations", "Warranties", "Agreements", "Solvency", "Qualifications", "Litigations", "Insurances", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "(a)\u00a0 To the best of the knowledge of the Responsible Officers of such Pre-Export Borrower, each Pre-Export Loan Party is, to the extent applicable, in compliance in all material respects with Sanctions and Anti-Corruption Laws.", "references": ["Binding Effects", "Costs", "Publicity", "Approvals", "Sales", "Indemnity", "Existence", "Enforcements", "Notices", "Waivers", "Enforceability", "Transactions With Affiliates", "Remedies", "Organizations", "Governing Laws", "Change In Control", "Capitalization", "Use Of Proceeds", "Definitions", "Venues", "Brokers", "No Conflicts", "Terms", "Construction", "Terminations", "Forfeitures", "Waiver Of Jury Trials", "Fees", "Insurances", "Solvency", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "As of the date hereof Restatement Date (or, if applicable, the most recent date on which the Borrower has delivered a supplement to Schedule 5.13 pursuant to Section 6.02(j) ), (a) no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents and those permitted pursuant to Section 7.01 , (b) no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 , and (c) set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of such date (as to each Loan Party) the jurisdiction of its incorporation or formation, the address of its chief executive office and its United States taxpayer identification number or, in the case of any Foreign Subsidiary that does not have a United States taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or formation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(c 7 of the Fifth Amendment (or, if applicable, the most recent date on which the Borrower has delivered an amendment or amendment and restatement, in each case as permitted by this Agreement ) is a true and correct copy of each such document, each of which is valid and in full force and effect.", "references": ["Change In Control", "Costs", "Construction", "Effective Dates", "Base Salary", "Qualifications", "Vesting", "Indemnifications", "Disability", "Taxes", "Organizations", "Assigns", "Defined Terms", "Amendments", "Books", "Employment", "Cooperation", "Venues", "Binding Effects", "Expenses", "Insurances", "Releases", "Records", "Miscellaneous", "Titles", "Agreements", "Liens", "Fees", "No Conflicts", "Successors", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.", "references": ["Approvals", "Specific Performance", "Assignments", "Records", "Vacations", "Integration", "Expenses", "Disclosures", "Anti-Corruption Laws", "Powers", "Subsidiaries", "Construction", "Waivers", "Defined Terms", "Confidentiality", "Insurances", "Assigns", "Survival", "Releases", "Positions", "Indemnifications", "Sanctions", "Tax Withholdings", "Titles", "Transactions With Affiliates", "Litigations", "Effectiveness", "Headings", "No Waivers", "Forfeitures", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "To the extent this Plan is not governed by federal law, the provisions of this Plan shall be construed and applied in accordance with the laws of the State of Ohio.", "references": ["Effective Dates", "Payments", "Indemnifications", "Titles", "Participations", "Organizations", "Representations", "Headings", "Integration", "Remedies", "Sanctions", "Confidentiality", "Closings", "Enforceability", "Erisa", "No Waivers", "Sales", "Enforcements", "Expenses", "Litigations", "Powers", "Submission To Jurisdiction", "Transactions With Affiliates", "Miscellaneous", "Disability", "Brokers", "No Conflicts", "Notices", "Agreements", "Arbitration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement and each of the other Loan Documents may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document.", "references": ["Defined Terms", "Positions", "Enforceability", "Employment", "Brokers", "Jurisdictions", "Integration", "Records", "Vesting", "Confidentiality", "Payments", "Qualifications", "Headings", "Approvals", "Existence", "Interpretations", "Miscellaneous", "Specific Performance", "Closings", "Effectiveness", "Powers", "Capitalization", "Sales", "Transactions With Affiliates", "Indemnifications", "Modifications", "Taxes", "Warranties", "Duties", "Enforcements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Originator shall be jointly and severally liable for, and shall reimburse Buyer on demand for, all costs and out-of- pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Each Originator shall reimburse Buyer on demand for any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses, in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Purchase Termination Event.", "references": ["Interpretations", "Arbitration", "Taxes", "Vesting", "Definitions", "Miscellaneous", "Financial Statements", "Integration", "Liens", "Titles", "General", "Sales", "Effectiveness", "Construction", "Governing Laws", "No Conflicts", "Further Assurances", "Tax Withholdings", "Headings", "Effective Dates", "Qualifications", "Erisa", "Sanctions", "Approvals", "Entire Agreements", "Base Salary", "Enforcements", "Authorizations", "Capitalization", "Jurisdictions", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Borrower will not, and will not permit any of its Subsidiaries to, use the proceeds of any Loans or Letter of Credit, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B)\u00a0for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C)\u00a0in any manner that would result in the violation of any Sanctions applicable to any party hereto.", "references": ["Assignments", "Indemnifications", "Erisa", "Organizations", "Notices", "Jurisdictions", "Tax Withholdings", "Payments", "Further Assurances", "Existence", "Interpretations", "Duties", "Books", "Vesting", "Brokers", "Approvals", "Severability", "Taxes", "Definitions", "Governing Laws", "No Waivers", "Applicable Laws", "Submission To Jurisdiction", "Closings", "Benefits", "Construction", "Waivers", "Capitalization", "Confidentiality", "Intellectual Property", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "No waiver of any breach or default shall be considered valid unless in writing and signed by the Party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.", "references": ["Counterparts", "Governing Laws", "Integration", "Organizations", "Confidentiality", "Use Of Proceeds", "Applicable Laws", "Books", "Withholdings", "Severability", "Assigns", "Subsidiaries", "Anti-Corruption Laws", "No Conflicts", "Powers", "Approvals", "Transactions With Affiliates", "Publicity", "Defined Terms", "Releases", "Entire Agreements", "Qualifications", "Insurances", "Definitions", "Records", "Representations", "Interpretations", "Terminations", "Solvency", "Titles", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters described herein, and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between the parties.", "references": ["Terms", "Remedies", "Liens", "Duties", "Authority", "Benefits", "Litigations", "Solvency", "Venues", "Further Assurances", "Adjustments", "Notices", "Jurisdictions", "Consents", "Counterparts", "Specific Performance", "Tax Withholdings", "Representations", "Submission To Jurisdiction", "No Waivers", "Financial Statements", "Withholdings", "Waiver Of Jury Trials", "Disclosures", "Governing Laws", "Non-Disparagement", "Miscellaneous", "Interpretations", "Intellectual Property", "Cooperation", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The execution, delivery and performance of this Agreement and the other Note Documents to which the Company is or becomes a party and the transactions contemplated hereby and thereby (i) are within the authority of the Company, (ii)\u00a0have been duly authorized by all necessary proceedings on the part of the Company, (including any required the Company partner approval), (iii)\u00a0do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Company is subject or any judgment, order, writ, injunction, license or permit applicable to the Company, except for such conflicts or breaches that, individually and the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv)\u00a0do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the Organizational Documents of, or any mortgage, indenture, agreement, contract or other instrument binding upon, the Company or any of its properties or to which the Company is subject, except for such conflicts or defaults that, individually and in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (v)\u00a0do not and will not result in or require the imposition of any Lien or other encumbrance on any of the properties, assets or rights of the Company except for the Liens and security title granted by the Note Documents.", "references": ["Integration", "Effectiveness", "General", "Brokers", "Severability", "Intellectual Property", "Submission To Jurisdiction", "Specific Performance", "Consent To Jurisdiction", "Representations", "Confidentiality", "Records", "Consents", "Terms", "Survival", "Definitions", "Compliance With Laws", "Non-Disparagement", "Fees", "Benefits", "Defined Terms", "Costs", "Sales", "Powers", "Solvency", "Venues", "Taxes", "Amendments", "Assigns", "Indemnifications", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Each party (\u201c Representing Party \u201d) represents, warrants and covenants to the other party that (a) Representing Party is, and at all times during the Term will remain, duly organized, validly existing and in good standing under the Laws of the state of its formation and qualified to do business in the state of California; (b) neither Representing Party\u2019s execution of nor its performance under this Lease will cause Representing Party to be in violation of any agreement or Law; (c) Representing Party (and if Representing Party is Tenant, any guarantor hereof) has not, and at no time during the Term will have, (i) made a general assignment for the benefit of creditors, (ii) filed a voluntary petition in bankruptcy, (iii) suffered (A) the filing by creditors of an involuntary petition in bankruptcy that is not dismissed within 30 days, (B) the appointment of a receiver to take possession of all or substantially all of its assets, or (C) the attachment or other judicial seizure of all or substantially all of its assets, (iv) admitted in writing its inability to pay its debts as they come due, or (v) made an offer of settlement, extension or composition to its creditors generally; and (d) no party that (other than through the passive ownership of interests traded on a recognized securities exchange) constitutes, owns, controls, or is owned or controlled by Representing Party (or if Representing Party is Tenant, by any guarantor hereof or any subtenant of Tenant) is, or at any time during the Term will be, (i) in violation of any Laws relating to terrorism or money laundering, or (ii) among the parties identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list.", "references": ["Powers", "Insurances", "Records", "Amendments", "Tax Withholdings", "Books", "Effective Dates", "Capitalization", "Liens", "Modifications", "Enforcements", "Terminations", "Remedies", "Change In Control", "Vacations", "Authority", "Disclosures", "Further Assurances", "Organizations", "Adjustments", "Transactions With Affiliates", "Subsidiaries", "Existence", "Qualifications", "Severability", "Disability", "Duties", "Withholdings", "Costs", "Approvals", "Representations"], "gold": ["Representations"]}
+{"input": "The Obligors agree that all information provided by the Supporting Holders hereunder, including the identity of and amount of Secured Notes held by each Supporting Holder, will be maintained in confidence and will not be disclosed publicly or to third parties other than the Company\u2019s advisors and agents, except as may be required by a court or other governmental agency, or except as required (based on the advice of the Company\u2019s outside counsel) to be filed pursuant to the Company\u2019s reporting obligations under the U.S. Securities laws or the rules\u00a0and regulations of any securities exchange on which the Company\u2019s securities then trade.\u00a0 If the Company publicly files a copy of this Agreement with the SEC or otherwise it shall redact each of the Supporting Holder\u2019s signature pages\u00a0in any such filing so as to not disclose such Supporting Holder\u2019s identity or holdings information.", "references": ["Waiver Of Jury Trials", "Venues", "Publicity", "Defined Terms", "Interpretations", "Arbitration", "Employment", "Remedies", "General", "Qualifications", "Withholdings", "Cooperation", "Anti-Corruption Laws", "Applicable Laws", "Effectiveness", "Taxes", "Amendments", "Consents", "Modifications", "Integration", "Forfeitures", "Litigations", "Capitalization", "Agreements", "No Conflicts", "Payments", "Disability", "Participations", "Closings", "Positions", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.", "references": ["Taxes", "Financial Statements", "Non-Disparagement", "Vacations", "Use Of Proceeds", "Compliance With Laws", "Closings", "Litigations", "Benefits", "Successors", "Submission To Jurisdiction", "Indemnifications", "No Defaults", "Forfeitures", "Solvency", "Cooperation", "Publicity", "Interpretations", "Jurisdictions", "Titles", "Modifications", "Assignments", "Death", "Employment", "Waivers", "Specific Performance", "Binding Effects", "Authorizations", "Sanctions", "Entire Agreements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as provided in Paragraph 6 of this Agreement, the parties irrevocably and unconditionally agree that any past, present, or future dispute, controversy, or claim arising under or relating to this Agreement or the Employment Agreement; arising under any federal, state, local, or foreign statute, regulation, constitution, law, ordinance, or the common law (including any law prohibiting discrimination, harassment or retaliation); or arising in connection with Executive\u2019s employment or affiliation or the termination thereof; involving Executive, on the one hand, and any of the Company Parties, on the other hand, including both claims brought by Executive and claims brought against Executive, shall be submitted for resolution to binding arbitration as provided in Section\u00a010(e) of the Employment Agreement.", "references": ["Books", "Positions", "Qualifications", "Tax Withholdings", "Participations", "General", "Death", "Defined Terms", "Forfeitures", "Modifications", "Solvency", "Amendments", "Brokers", "Anti-Corruption Laws", "Insurances", "Benefits", "Taxes", "Costs", "Use Of Proceeds", "Employment", "Submission To Jurisdiction", "Governing Laws", "Liens", "Jurisdictions", "Definitions", "Sales", "Assigns", "Warranties", "Authority", "Approvals", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN.\u00a0\u00a0ADDITIONALLY, THIS AGREEMENT AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES .", "references": ["Approvals", "Binding Effects", "Erisa", "Agreements", "Non-Disparagement", "Transactions With Affiliates", "Specific Performance", "Releases", "General", "Indemnifications", "Enforceability", "Expenses", "Construction", "Base Salary", "Representations", "Taxes", "Effective Dates", "Qualifications", "Closings", "Waiver Of Jury Trials", "Subsidiaries", "Death", "Authorizations", "Withholdings", "Waivers", "Definitions", "Brokers", "Tax Withholdings", "Indemnity", "Organizations", "Integration"], "gold": ["Integration"]}
+{"input": "This Agreement shall commence on the Effective Date and shall continue in effect through ; provided, however, that commencing on ; and each January\u00a031, thereafter, the term of this Agreement shall automatically be extended for one (1)\u00a0additional year unless, not later than October\u00a031 of the preceding year, the Company or the Executive shall have given written notice not to extend this Agreement; provided, further, however, if a Change of Control of the Company shall have occurred during the initial or extended term of this Agreement, this Agreement shall continue in effect for a period of 24 months beyond the month in which such Change of Control of the Company occurred. Notwithstanding anything herein to the contrary this Agreement shall terminate upon the Executive ceasing to be an executive of the Company prior to a Change of Control of the Company (other than any such cessation which the Executive reasonably demonstrates occurred under circumstances described in clause (i)\u00a0or (ii) of Section\u00a01.d.(3)(B) hereof).", "references": ["Successors", "No Conflicts", "Organizations", "Representations", "Interests", "Definitions", "Brokers", "Severability", "Venues", "Entire Agreements", "Taxes", "Existence", "Closings", "Change In Control", "Forfeitures", "Death", "No Defaults", "Interpretations", "Counterparts", "Liens", "Records", "Amendments", "Solvency", "Disability", "Releases", "Assignments", "Indemnity", "Indemnifications", "Headings", "Governing Laws", "Terms"], "gold": ["Terms"]}
+{"input": "This Guaranty and the Guarantor\u2019s obligations hereunder will terminate automatically and immediately on the earlier to occur of (i) the date of the Southgate Initial Release, and (ii) the date that is two years after the Effective Date.", "references": ["Litigations", "Brokers", "Arbitration", "Entire Agreements", "Change In Control", "Tax Withholdings", "Sales", "Terms", "Severability", "Capitalization", "Non-Disparagement", "Publicity", "Positions", "Amendments", "Disclosures", "Counterparts", "Duties", "Forfeitures", "Representations", "Binding Effects", "Consents", "Benefits", "Interpretations", "Titles", "General", "Costs", "Books", "Modifications", "Effectiveness", "Powers", "Terminations"], "gold": ["Terminations"]}
+{"input": "Prior to the Expiration Date, the Company shall have the option, subject to the conditions set forth herein, to redeem all of the Warrants then outstanding upon not less than thirty (30) days nor more than sixty (60) days prior written notice to the Warrant Holders at any time provided that, at the time of delivery of such notice (i) there is an effective registration statement covering the resale of the Warrant Shares, and (ii) the average trading price of the Company\u2019s Common Stock , or shares into which the Common Stock\u00a0 have been exchanged, for each of the twenty (20) consecutive trading days prior to the date of the notice of redemption is at least $2.50, as proportionately adjusted to reflect any stock splits, stock dividends, combination of shares or like events, with an average daily trading volume during such period of no less than 100,000 shares.", "references": ["Existence", "Adjustments", "Enforcements", "Sanctions", "Terminations", "Indemnifications", "Defined Terms", "Effective Dates", "Integration", "Organizations", "Cooperation", "Solvency", "Sales", "Releases", "Closings", "Qualifications", "Agreements", "Authority", "Powers", "Consents", "Indemnity", "Vacations", "Consent To Jurisdiction", "Employment", "Withholdings", "Publicity", "Assigns", "Non-Disparagement", "Warranties", "Records", "General"], "gold": ["General"]}
+{"input": "Company may assign this Agreement upon written notice to Executive. Executive\u2019s rights and obligations under this Agreement are personal to Executive and may not be assigned.", "references": ["Benefits", "Death", "Approvals", "Terminations", "Effective Dates", "Entire Agreements", "Interpretations", "Authority", "Capitalization", "Governing Laws", "Miscellaneous", "Venues", "No Waivers", "Litigations", "Definitions", "Releases", "Amendments", "Adjustments", "Employment", "Powers", "Applicable Laws", "Terms", "Tax Withholdings", "Defined Terms", "Severability", "Financial Statements", "Closings", "Confidentiality", "Subsidiaries", "Expenses", "Assignments"], "gold": ["Assignments"]}
+{"input": "When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Prime Rate, Federal Funds Rate or Interest Period) or performance shall extend to the immediately succeeding Business Day.", "references": ["Powers", "Survival", "Venues", "Enforceability", "No Conflicts", "Warranties", "Waivers", "Records", "Base Salary", "Notices", "Confidentiality", "Withholdings", "Financial Statements", "Definitions", "Approvals", "Adjustments", "Vacations", "Specific Performance", "Submission To Jurisdiction", "Liens", "Effectiveness", "Modifications", "Effective Dates", "Insurances", "Assigns", "Assignments", "Employment", "Solvency", "No Defaults", "Participations", "Payments"], "gold": ["Payments"]}
+{"input": "The Company agrees to pay, and the Executive agrees to accept, as the Executive\u2019s salary for all services to be rendered by the Executive hereunder, a salary at an annual rate of $425,000 (as applicable, the \u201c Base Salary \u201d), payable in accordance with the Company\u2019s standard payroll practices. The Base Salary is subject to annual increases in the sole discretion of the Board, such increased amount shall thereafter constitute the Base Salary.", "references": ["Representations", "Waivers", "Litigations", "Notices", "Books", "General", "Cooperation", "Capitalization", "Disclosures", "Non-Disparagement", "Insurances", "No Defaults", "Severability", "Employment", "Entire Agreements", "Erisa", "Integration", "Terminations", "Counterparts", "Benefits", "Existence", "Interests", "Interpretations", "Effectiveness", "Subsidiaries", "Successors", "Forfeitures", "Governing Laws", "Titles", "Use Of Proceeds", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "A waiver by a Party to this Agreement of any breach of this Agreement by any other Party to this Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a waiver of the same or another breach on a subsequent occasion.", "references": ["Miscellaneous", "Organizations", "Non-Disparagement", "Sales", "Terminations", "Assigns", "Integration", "Authority", "Costs", "Sanctions", "Assignments", "Defined Terms", "Representations", "Remedies", "Base Salary", "Severability", "Benefits", "Jurisdictions", "Counterparts", "Applicable Laws", "Taxes", "Venues", "Erisa", "Change In Control", "Vacations", "Employment", "Indemnity", "Adjustments", "Intellectual Property", "Headings", "Waivers"], "gold": ["Waivers"]}
+{"input": "If any provision of this Agreement is found by a proper authority to be unenforceable, that provision to the extent it is found to be unenforceable or invalid shall be severed and the remainder of the provision and this Agreement will continue in full force and effect. The Parties shall use their best efforts to agree upon a valid and enforceable provision as a substitute for any invalid or unenforceable provision, taking in to account the Parties\u2019 original intent of this Agreement.", "references": ["Insurances", "Entire Agreements", "Benefits", "Change In Control", "Authority", "Representations", "Solvency", "Further Assurances", "Capitalization", "Indemnity", "Releases", "Authorizations", "Terminations", "Taxes", "Vesting", "Governing Laws", "Defined Terms", "Modifications", "Agreements", "Enforceability", "General", "Powers", "Survival", "Adjustments", "Remedies", "Transactions With Affiliates", "Definitions", "Applicable Laws", "Non-Disparagement", "Compliance With Laws", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.", "references": ["Remedies", "Solvency", "Disability", "Interpretations", "Vesting", "Tax Withholdings", "Notices", "Amendments", "Governing Laws", "Enforcements", "Entire Agreements", "Use Of Proceeds", "Effective Dates", "Successors", "Authority", "Death", "Organizations", "Indemnity", "Change In Control", "Binding Effects", "Waiver Of Jury Trials", "Severability", "Arbitration", "Intellectual Property", "Base Salary", "Forfeitures", "Positions", "General", "Taxes", "Venues", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Neither any Borrower nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Transactions With Affiliates", "Cooperation", "Organizations", "Interests", "Books", "Forfeitures", "No Conflicts", "Anti-Corruption Laws", "Duties", "Payments", "Costs", "Enforcements", "Records", "Subsidiaries", "Disability", "Withholdings", "Terminations", "Base Salary", "Vesting", "Consent To Jurisdiction", "Taxes", "Interpretations", "Successors", "Headings", "Miscellaneous", "Definitions", "Indemnity", "Publicity", "Disclosures", "Governing Laws", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and is not intended to confer upon any party other than the parties hereto any rights or remedies hereunder.", "references": ["Anti-Corruption Laws", "Qualifications", "Withholdings", "Severability", "Publicity", "Interpretations", "Survival", "Closings", "Expenses", "No Defaults", "Amendments", "Compliance With Laws", "Sanctions", "Definitions", "Books", "Non-Disparagement", "Approvals", "Representations", "Warranties", "Integration", "Assignments", "Erisa", "Interests", "Transactions With Affiliates", "Agreements", "Jurisdictions", "Specific Performance", "Terminations", "Organizations", "Waiver Of Jury Trials", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All computations of interest for Base Rate Loans when the Base Rate is determined by Citi\u2019s \u201cprime rate\u201d shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section \u00a02.10(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.", "references": ["Payments", "Benefits", "Successors", "Employment", "Liens", "Forfeitures", "Organizations", "Taxes", "Warranties", "Books", "Construction", "Jurisdictions", "Cooperation", "Further Assurances", "Disability", "Authority", "Effective Dates", "Compliance With Laws", "Death", "Amendments", "Publicity", "Confidentiality", "Withholdings", "Capitalization", "Sales", "Subsidiaries", "Anti-Corruption Laws", "Interests", "Expenses", "Costs", "Fees"], "gold": ["Fees"]}
+{"input": "Except as disclosed to the Administrative Agent by Essent in writing from time to time after the Closing Date, (a) Schedule 3.16 sets forth the name and jurisdiction of incorporation of each Subsidiary of Essent and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors\u2019 qualifying shares) of any nature relating to any Capital Stock of any Borrower or any of their respective Subsidiaries, except as created by the Loan Documents.", "references": ["Further Assurances", "Agreements", "Indemnifications", "Specific Performance", "Indemnity", "Releases", "General", "Solvency", "Adjustments", "Governing Laws", "Consent To Jurisdiction", "Disability", "Interests", "Withholdings", "Definitions", "Forfeitures", "Waivers", "Organizations", "Enforceability", "Transactions With Affiliates", "Binding Effects", "Change In Control", "Disclosures", "Sales", "Insurances", "Litigations", "Authority", "Enforcements", "Defined Terms", "Vesting", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "This Agreement is being executed and delivered, and is intended to be performed, in the State of Nevada, and to the extent permitted by law, the execution, validity, construction, and performance of this Agreement shall be construed and enforced in accordance with the laws of the State of Nevada without giving effect to conflict of law principles. This Agreement is intended to resolve all claims, known or unknown, between the Company and Creditor in any jurisdiction.", "references": ["Closings", "Approvals", "Amendments", "Applicable Laws", "Participations", "Fees", "Assignments", "Definitions", "Benefits", "Assigns", "Publicity", "Financial Statements", "Miscellaneous", "Enforcements", "Waivers", "Brokers", "Agreements", "No Waivers", "Compliance With Laws", "Headings", "Duties", "Further Assurances", "Submission To Jurisdiction", "Tax Withholdings", "Effective Dates", "Intellectual Property", "Notices", "Representations", "Disclosures", "Enforceability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto and of each Prospectus and of each amendment and supplement thereto, (ii) the preparation, issuance and delivery of the Placement Shares, (iii) the qualification of the Placement Shares under securities laws in accordance with the provisions of Section 7(d) of this Agreement, including filing fees (provided, however, that any fees or disbursements of counsel for Cowen in connection therewith shall be paid by Cowen except as set forth in (vii) below), (iv) the printing and delivery to Cowen of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, (v) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on NYSE, (vi) the filing fees and expenses, if any, of the Commission, (vii) the filing fees and associated reasonable and documented legal expenses of Cowen\u2019s outside counsel for filings with the FINRA Corporate Financing Department, such legal expense reimbursement not to exceed $10,000 and, (viii) the reasonable and documented fees and disbursements of Cowen\u2019s counsel in an amount not to exceed $50,000.", "references": ["Indemnity", "Compliance With Laws", "Use Of Proceeds", "Fees", "Authorizations", "Non-Disparagement", "Defined Terms", "Financial Statements", "Subsidiaries", "Agreements", "Change In Control", "Forfeitures", "Erisa", "Confidentiality", "No Defaults", "Publicity", "Miscellaneous", "Interests", "Terminations", "Effectiveness", "Withholdings", "Modifications", "No Waivers", "Payments", "Severability", "Enforceability", "Releases", "Interpretations", "Jurisdictions", "Disability", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Supplemental Note Purchase Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.", "references": ["Integration", "Adjustments", "Tax Withholdings", "Terminations", "Successors", "Arbitration", "Effective Dates", "Costs", "Definitions", "Remedies", "Agreements", "General", "Disability", "Titles", "Taxes", "Specific Performance", "Publicity", "Insurances", "Miscellaneous", "Sales", "Organizations", "Powers", "Closings", "Entire Agreements", "Duties", "Books", "Consents", "Enforcements", "Benefits", "Venues", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable, and other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal, or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than (i) the grant of additional options, restricted stock or other equity awards under the Company\u2019s existing stock option plans, (ii) changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise, or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof and, in addition, shares issued to service providers as compensation pursuant to certain agreements with those service providers, (iii) as a result of the issuance of the Shares, or (iv) any repurchases of capital stock of the Company) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete and accurate in all material respects.", "references": ["Integration", "Transactions With Affiliates", "Specific Performance", "Arbitration", "Jurisdictions", "Indemnity", "Expenses", "Compliance With Laws", "Vesting", "Counterparts", "Venues", "Agreements", "Consent To Jurisdiction", "Governing Laws", "Employment", "Duties", "Binding Effects", "Liens", "Waiver Of Jury Trials", "Authority", "Assigns", "Terms", "Entire Agreements", "Enforceability", "Representations", "Solvency", "Waivers", "Assignments", "Confidentiality", "Change In Control", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document or the consummation of the Amendment No. 1 Transactions, or (b) except as specifically disclosed on Schedule 6.06 (the \u201c Disclosed Litigation \u201d), either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no material adverse change in the status, or financial effect on any Loan Party, of the matters described on Schedule 6.06 hereto.", "references": ["Records", "Brokers", "General", "Participations", "Jurisdictions", "Death", "Base Salary", "Withholdings", "Entire Agreements", "Costs", "Disclosures", "Effective Dates", "Organizations", "Erisa", "Severability", "Interpretations", "Intellectual Property", "Enforcements", "Terminations", "Taxes", "Successors", "Specific Performance", "Existence", "Interests", "Financial Statements", "Governing Laws", "Integration", "Effectiveness", "Books", "Amendments", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Company was formed on October 13, 2017 as a Florida limited liability company by the filing of the Certificate of Formation of the Company in the office of the Secretary of State of the State of Florida in accordance with the Act. \u00a0The Company shall continue until dissolved and terminated in accordance with this Agreement and the Act.", "references": ["Qualifications", "Integration", "No Defaults", "Disclosures", "Interpretations", "Insurances", "Waiver Of Jury Trials", "Benefits", "Agreements", "Anti-Corruption Laws", "Submission To Jurisdiction", "Employment", "Withholdings", "Closings", "Severability", "No Conflicts", "Authorizations", "Consent To Jurisdiction", "Notices", "Organizations", "Expenses", "Books", "Miscellaneous", "Existence", "Capitalization", "Further Assurances", "Terminations", "Transactions With Affiliates", "Assignments", "Jurisdictions", "Terms"], "gold": ["Terms"]}
+{"input": "It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules, to delegate authority in accordance with Section 5.5 and to amend any Award Agreement provided that the rights or obligations of the Participant of the Award that is the subject of any such Award Agreement are not affected adversely. Any such grant or award under the Plan need not be the same with respect to each Participant. The Committee may, in its sole discretion, adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions.", "references": ["Consent To Jurisdiction", "Insurances", "Assignments", "Expenses", "Miscellaneous", "Cooperation", "Litigations", "Withholdings", "Publicity", "Taxes", "Powers", "Organizations", "Disclosures", "Arbitration", "Notices", "Specific Performance", "No Conflicts", "Indemnity", "Enforcements", "Enforceability", "Indemnifications", "Integration", "Authorizations", "Change In Control", "Severability", "Interests", "Waivers", "Sales", "Solvency", "Terminations", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement, any and all agreements and instruments contemplated herein, and all amendments hereto or thereto will become effective when duly executed and delivered by each party hereto or thereto. The parties may execute this Agreement and such other agreements and instruments by original, electronic, or digital signature. The exchange of copies of the signature pages to this Agreement and such other agreements and instruments, including by email, facsimile, cloud-based server, a recognized digital electronic security procedure, or other similar electronic transmission (including an image of a signature), shall constitute effective execution and delivery. Such copies shall be treated in all manner and respects and for all purposes as an original signature and shall be considered to have the same binding legal effect as if they were the original signed version thereof delivered in person. Signatures of the parties transmitted by any such transmission shall be deemed to be their original signatures for all purposes.", "references": ["Indemnifications", "Enforceability", "Closings", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Construction", "Liens", "No Conflicts", "Submission To Jurisdiction", "Participations", "Powers", "Assignments", "Terms", "Intellectual Property", "Indemnity", "Fees", "Benefits", "Approvals", "Transactions With Affiliates", "Assigns", "Consents", "Books", "Specific Performance", "Waivers", "Qualifications", "Severability", "Employment", "Disability", "Capitalization", "Authority", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The parties agree to take such actions and execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.", "references": ["Withholdings", "Death", "Representations", "Authority", "Insurances", "Brokers", "Survival", "No Conflicts", "Anti-Corruption Laws", "Vacations", "Arbitration", "Closings", "Specific Performance", "Effectiveness", "Assigns", "Severability", "Expenses", "Enforcements", "Taxes", "Interests", "Consent To Jurisdiction", "Entire Agreements", "Existence", "Governing Laws", "Payments", "Benefits", "Remedies", "Authorizations", "Indemnifications", "Non-Disparagement", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "NT Pharma is duly incorporated, validly existing and in good standing under the laws of Cayman Islands, with all requisite corporate power and authority required to conduct its business as presently conducted.", "references": ["Base Salary", "Withholdings", "Sales", "Fees", "Indemnifications", "Duties", "Employment", "Governing Laws", "Approvals", "Survival", "Authority", "Terminations", "Integration", "Enforceability", "Capitalization", "Books", "Solvency", "Amendments", "Modifications", "Positions", "Financial Statements", "Specific Performance", "Waiver Of Jury Trials", "Compliance With Laws", "Anti-Corruption Laws", "Interests", "Disability", "Use Of Proceeds", "Assigns", "Consents", "Organizations"], "gold": ["Organizations"]}
+{"input": "The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company\u2019s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.", "references": ["Modifications", "Qualifications", "No Conflicts", "Binding Effects", "Vesting", "Specific Performance", "Insurances", "Approvals", "Costs", "Taxes", "Closings", "Disability", "Intellectual Property", "Definitions", "Adjustments", "Submission To Jurisdiction", "Employment", "Interests", "Benefits", "Capitalization", "Death", "Miscellaneous", "Consents", "Withholdings", "Headings", "Enforcements", "Organizations", "Further Assurances", "Indemnity", "Jurisdictions", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Purchasers agree that, after the Closing, the Company shall have no obligation to provide any information, records or other access by the Company to a Purchaser pursuant to Section 3.2(a) except pursuant to the terms and conditions of a customary non-disclosure agreement to be entered into between the Company and such Purchaser (each, a \u201c Non-Disclosure Agreement \u201d).", "references": ["Approvals", "Successors", "Qualifications", "Venues", "Assigns", "Organizations", "Compliance With Laws", "Defined Terms", "Indemnifications", "Costs", "Capitalization", "Withholdings", "Vacations", "Disability", "Change In Control", "Consent To Jurisdiction", "Participations", "No Waivers", "Effective Dates", "Terms", "Agreements", "Brokers", "Financial Statements", "Headings", "Liens", "Forfeitures", "Specific Performance", "Records", "Jurisdictions", "Integration", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "To the extent permitted by any such Requirements of Law, Collateral Trustee may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof offered for disposition in accordance with this Section 6.2 without accountability to any Assignor. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor\u2019s expense.", "references": ["Interpretations", "Enforcements", "Assignments", "No Conflicts", "Construction", "Warranties", "Specific Performance", "Disclosures", "Change In Control", "No Defaults", "Consents", "Agreements", "Participations", "Publicity", "Litigations", "Use Of Proceeds", "Effective Dates", "Interests", "Financial Statements", "Cooperation", "Severability", "Definitions", "Confidentiality", "Erisa", "Withholdings", "Liens", "Solvency", "Venues", "Arbitration", "Modifications", "Remedies"], "gold": ["Remedies"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrowers or Administrative Agent, sell participations to any Person (other than a natural Person or a Borrower or any of the Borrowers\u2019 Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to it); provided , that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrowers, Administrative Agent, the Issuing Bank, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section \u00a013.3(c) with respect to any payments made by such Lender to its Participant(s).", "references": ["Withholdings", "Indemnity", "Employment", "Amendments", "Financial Statements", "Benefits", "Tax Withholdings", "Litigations", "Authorizations", "No Defaults", "Transactions With Affiliates", "Governing Laws", "Sanctions", "Erisa", "Forfeitures", "Expenses", "Representations", "Jurisdictions", "Integration", "Existence", "Powers", "Closings", "Applicable Laws", "Subsidiaries", "Submission To Jurisdiction", "Vacations", "Consent To Jurisdiction", "Modifications", "Assignments", "Effective Dates", "Participations"], "gold": ["Participations"]}
+{"input": "The Parties will consult with each other with a view to enable the Chief Business Officer and General Counsel to have a reasonable number of days of paid vacation each year, preferably during the school holidays in Belgium, and in any case, not less than four (4) weeks during each twelve (12) month of the Term, during which period his Compensation shall be paid in full. Upon the Chief Business Officer and General Counsel\u2019s termination of consultancy for any reason whatsoever, he shall be entitled to payment for a maximum of 20 accrued but unused vacation days.", "references": ["Payments", "Use Of Proceeds", "Financial Statements", "Employment", "Authority", "Applicable Laws", "Participations", "No Defaults", "Forfeitures", "Waiver Of Jury Trials", "Change In Control", "Approvals", "Sanctions", "Compliance With Laws", "Enforcements", "Successors", "Titles", "Governing Laws", "Powers", "Anti-Corruption Laws", "Publicity", "Headings", "Agreements", "Terms", "Representations", "Positions", "Remedies", "Venues", "Warranties", "Subsidiaries", "Vacations"], "gold": ["Vacations"]}
+{"input": "In addition to amounts payable as elsewhere provided in this Section 2.3 , the Borrower agrees to protect, indemnify, pay and save the applicable Letter of Credit Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable and documented or invoiced out-of-pocket expenses (including reasonable Attorney Costs) which such Letter of Credit Issuer may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, except that the foregoing indemnity shall not apply to such Letter of Credit Issuer to the extent of acts or omissions arises out of gross negligence, bad faith or willful misconduct of such Letter of Credit Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision). The Borrower\u2019s obligations under this Section shall survive payment of all other Obligations and termination of this Agreement.", "references": ["Construction", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Waivers", "Transactions With Affiliates", "Expenses", "Venues", "Costs", "Subsidiaries", "Interests", "Organizations", "Releases", "Adjustments", "Approvals", "Solvency", "Vacations", "Change In Control", "Survival", "Indemnity", "Notices", "Use Of Proceeds", "Capitalization", "Effectiveness", "Compliance With Laws", "Participations", "Existence", "Titles", "Effective Dates", "Forfeitures", "Remedies", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Borrower shall maintain all of its property necessary and useful in the conduct of its Business, in good operating condition and repair, ordinary wear and tear excepted, and shall continue in full force and effect all existing insurance policies.", "references": ["Payments", "General", "Entire Agreements", "Remedies", "Positions", "Publicity", "Financial Statements", "Tax Withholdings", "Organizations", "Interpretations", "Venues", "Non-Disparagement", "Consent To Jurisdiction", "Definitions", "Participations", "Representations", "Agreements", "Forfeitures", "Brokers", "Successors", "Waivers", "Effective Dates", "No Conflicts", "Change In Control", "Withholdings", "Severability", "Books", "Use Of Proceeds", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Insurances"], "gold": ["Insurances"]}
+{"input": "As of the Amendment No. 3 Effective Date, the Loan Parties on a consolidated basis are, and immediately after giving effect to the Amendment No. 3 Transactions (and the payment of fees and expenses in connection therewith) will be, Solvent.", "references": ["Definitions", "Indemnifications", "Vacations", "Agreements", "Notices", "Effective Dates", "General", "Transactions With Affiliates", "Subsidiaries", "Closings", "Non-Disparagement", "Positions", "Employment", "Further Assurances", "Expenses", "Successors", "Interests", "Benefits", "Enforcements", "Waiver Of Jury Trials", "Defined Terms", "Submission To Jurisdiction", "Tax Withholdings", "Disability", "Anti-Corruption Laws", "Litigations", "Erisa", "Terminations", "Duties", "Death", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each of Borrower and State Farm hereby agree that any action or proceeding under this Agreement or under any of the other Loan Documents may be commenced against it in any court of competent jurisdiction within the State of Connecticut.\u00a0\u00a0Each of Borrower and State Farm agree that any such suit, action or proceeding arising out of or relating to this Agreement or to any of the other Loan Documents may be instituted in the United States District Court for the District of Connecticut in which the Secured Property is located and each of Borrower and State Farm hereby waive any objection to the venue of any such suit, action or proceeding.\u00a0\u00a0Nothing herein shall affect the right of State Farm to accomplish service of process in any manner permitted by law.", "references": ["Indemnifications", "Survival", "Authority", "Tax Withholdings", "Adjustments", "Organizations", "Releases", "Severability", "Terminations", "Remedies", "Jurisdictions", "Insurances", "Waiver Of Jury Trials", "Forfeitures", "Arbitration", "Erisa", "Representations", "Entire Agreements", "Governing Laws", "Base Salary", "Binding Effects", "Expenses", "Enforcements", "Vesting", "Headings", "Books", "Disclosures", "Participations", "Enforceability", "Qualifications", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "The Seller and each Servicer (i) shall provide, at its own expense, such cooperation, information and assistance, and prepare and supply the Agent with such data regarding the Receivables and the performance by the Seller and each Servicer of their respective obligations under the Agreement and each of the other Transaction Documents, as may be reasonably requested by the Agent from time to time and (ii) hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the purchases made under the Agreement and/or security interest granted pursuant to the Agreement or any other Transaction Document, or to enable the Agent (on behalf of the Purchaser) to exercise and enforce the Purchasers\u2019 rights and remedies under the Agreement and any other Transaction Document.", "references": ["Construction", "Survival", "Disclosures", "Binding Effects", "Erisa", "Authority", "Financial Statements", "Organizations", "Headings", "Benefits", "No Conflicts", "Specific Performance", "Authorizations", "Brokers", "Agreements", "Compliance With Laws", "Disability", "Cooperation", "Indemnifications", "Interests", "Integration", "Counterparts", "Positions", "Tax Withholdings", "Successors", "Applicable Laws", "Approvals", "Defined Terms", "Arbitration", "Base Salary", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board of Directors of the Company and shall be in writing.\u00a0\u00a0Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon.\u00a0\u00a0The Board of Directors shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim.\u00a0\u00a0Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Salt Lake City, Utah, in accordance with the rules of the American Arbitration Association then in effect.\u00a0\u00a0Judgment may be entered on the arbitrator\u2019s award in any court having jurisdiction.", "references": ["Binding Effects", "Indemnity", "Capitalization", "No Conflicts", "Specific Performance", "Transactions With Affiliates", "Vesting", "Assigns", "Qualifications", "Taxes", "Tax Withholdings", "Use Of Proceeds", "Modifications", "General", "Construction", "Records", "Releases", "Counterparts", "Death", "Books", "Successors", "No Defaults", "Subsidiaries", "Authorizations", "Headings", "Submission To Jurisdiction", "Benefits", "Liens", "Notices", "Withholdings", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer agrees to purchase from the Company (i) the Note in the original principal amount of $750,000 and (ii) the Warrant.", "references": ["Organizations", "Closings", "Cooperation", "Liens", "Anti-Corruption Laws", "Benefits", "Forfeitures", "Adjustments", "Venues", "Interests", "Tax Withholdings", "Authorizations", "Change In Control", "Modifications", "Severability", "Consents", "Disclosures", "Warranties", "Construction", "Definitions", "Jurisdictions", "Waiver Of Jury Trials", "Base Salary", "Publicity", "Powers", "General", "Confidentiality", "Defined Terms", "Amendments", "No Conflicts", "Sales"], "gold": ["Sales"]}
+{"input": "This Second Amendment may be executed in any number of multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.", "references": ["Capitalization", "Authorizations", "Jurisdictions", "Waivers", "No Waivers", "Agreements", "Indemnifications", "Successors", "Books", "Remedies", "Withholdings", "Publicity", "Representations", "Warranties", "Change In Control", "Entire Agreements", "Powers", "Further Assurances", "Adjustments", "Headings", "Vacations", "Fees", "Disclosures", "Base Salary", "Solvency", "Effectiveness", "Effective Dates", "Insurances", "Severability", "Waiver Of Jury Trials", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As of the Effective Date, your base salary will be at the rate of $650,000 per year, less all applicable deductions and withholdings. Such salary will be paid in accordance with the Company\u2019s regular payroll practices. Your salary will continue to be reviewed from time to time in accordance with Company policy.", "references": ["Assignments", "Successors", "Benefits", "Approvals", "Litigations", "Notices", "Adjustments", "Venues", "Employment", "Use Of Proceeds", "Disclosures", "Agreements", "Definitions", "Assigns", "Liens", "Existence", "Entire Agreements", "Anti-Corruption Laws", "Subsidiaries", "Indemnifications", "General", "Authority", "Binding Effects", "No Conflicts", "Costs", "Submission To Jurisdiction", "Severability", "Specific Performance", "Integration", "Consents", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Recognizing that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants and assurances by the Executive contained in paragraphs (a), (b)\u00a0or (c)\u00a0hereof, and that the Company\u2019s remedies at law for any such breach or threatened breach will be inadequate, the Company and each of its successors and assigns, in addition to such other remedies which may be available to them, shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining the Executive, and each and every person, firm or company acting in concert or participation with him, from the continuation of such breach and, in addition thereto, she shall pay to the Company all ascertainable damages, including costs and reasonable attorneys\u2019 fees sustained by the Company by reason of the breach or threatened breach of said covenants and assurances. The obligations of the Executive and the rights of the Company, its successors and assigns under this Section\u00a013 shall survive the termination of this Agreement for the periods set forth above. The covenants and obligations of the Executive set forth in this Section\u00a013 are in addition to and not in lieu of or exclusive of any other obligations and duties of the Executive to the Company, whether express or implied in fact or in law. In addition, the Executive further acknowledges that if he breaches any provision of this Section\u00a013 following his termination of employment with the Company, the Executive will forfeit the right to any unpaid severance or other payments under this Agreement. For purposes of this Section\u00a013, \u201c Company \u201d shall include all subsidiaries of the\u00a0 Company.", "references": ["Existence", "Integration", "Waivers", "Anti-Corruption Laws", "Cooperation", "No Waivers", "Further Assurances", "Releases", "Agreements", "Effectiveness", "Litigations", "Solvency", "General", "Consents", "Fees", "Forfeitures", "Vacations", "Compliance With Laws", "Powers", "Venues", "Vesting", "Definitions", "Approvals", "Assigns", "Assignments", "Financial Statements", "Insurances", "Tax Withholdings", "Costs", "Enforcements", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing (including email or other written electronic communication) and shall be deemed to have been duly given and made upon being delivered to the recipient party by email (with confirmation of receipt and opening), recognized courier service, fax transmission (with confirmation of receipt) for those parties having a fax number listed below or by registered or certified mail (postage prepaid, return receipt requested), and addressed to the applicable address set forth below or such other address as may be designated in writing hereafter by the recipient party in accordance with this Section 8.1 .", "references": ["No Waivers", "Further Assurances", "Representations", "Remedies", "Disability", "Duties", "Interests", "Amendments", "Binding Effects", "Miscellaneous", "Enforceability", "Financial Statements", "Closings", "Enforcements", "Authority", "Insurances", "Brokers", "Adjustments", "Integration", "Base Salary", "Severability", "Modifications", "Employment", "Change In Control", "Powers", "Fees", "Capitalization", "Authorizations", "Books", "Jurisdictions", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. The Parties shall not assign any of their rights or delegate any of their obligations under this Agreement without the prior written consent of the other Party, except as provided in this Section 10.10 . Any purported assignment in violation of this Section 10.10 shall be null and void ab initio .", "references": ["Notices", "Waiver Of Jury Trials", "Liens", "Sales", "Solvency", "Remedies", "Warranties", "Defined Terms", "Anti-Corruption Laws", "Integration", "Applicable Laws", "Indemnifications", "Closings", "Terms", "Transactions With Affiliates", "Submission To Jurisdiction", "Effectiveness", "Litigations", "Use Of Proceeds", "Qualifications", "Disability", "Financial Statements", "Headings", "Waivers", "Jurisdictions", "Brokers", "Intellectual Property", "Powers", "Counterparts", "No Waivers", "Assignments"], "gold": ["Assignments"]}
+{"input": "During the Term, Company shall employ the Executive to render exclusive and full-time services to the Company and the Executive shall serve as Chief Executive Officer (the \"Position\" ) and shall report to the Company's Board of Directors (the \"Board\" ). The Executive shall also be appointed to the Board.", "references": ["Definitions", "Survival", "Intellectual Property", "Disclosures", "Arbitration", "Authorizations", "Confidentiality", "No Waivers", "Remedies", "Effective Dates", "Expenses", "Enforcements", "Use Of Proceeds", "Agreements", "Indemnifications", "Taxes", "Transactions With Affiliates", "Waivers", "Entire Agreements", "Venues", "Duties", "Cooperation", "Successors", "Liens", "Notices", "Costs", "Sales", "Consents", "Employment", "Qualifications", "Titles"], "gold": ["Titles"]}
+{"input": "This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof.", "references": ["Non-Disparagement", "Further Assurances", "Venues", "Severability", "Expenses", "Withholdings", "Titles", "Warranties", "Consent To Jurisdiction", "Headings", "Indemnity", "Specific Performance", "Defined Terms", "Tax Withholdings", "Base Salary", "Authority", "Definitions", "Terms", "Subsidiaries", "Consents", "No Defaults", "Participations", "Capitalization", "Organizations", "Remedies", "Payments", "Jurisdictions", "Publicity", "Fees", "Erisa", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The representations and warranties contained herein shall survive the Closing(s) and the delivery of the Securities for the applicable statute of limitations.", "references": ["Authorizations", "Assigns", "Expenses", "Records", "Financial Statements", "Modifications", "Publicity", "Counterparts", "Existence", "Indemnity", "Benefits", "Transactions With Affiliates", "Integration", "Notices", "No Waivers", "Brokers", "Enforcements", "Miscellaneous", "Interpretations", "Withholdings", "Arbitration", "Titles", "Approvals", "Qualifications", "Interests", "Definitions", "Costs", "Warranties", "Books", "Effectiveness", "Survival"], "gold": ["Survival"]}
+{"input": "No lawsuit claiming entitlement to benefits under this Plan may be filed prior to exhausting the claims and claims review procedures described in Sections\u00a010 and 11. Any such lawsuit must be initiated no later than the earlier of (a)\u00a0one year after the event(s) giving rise to the claim occurred or (b)\u00a060 days after a final written decision was provided to the claimant under Section\u00a011. Any legal action involving benefits claimed or legal obligations relating to or arising under this Plan may be filed only in Federal District Court in the city of Boise, Idaho. Federal law shall be applied in the interpretation and application of this Plan and the resolution of any legal action. To the extent not preempted by federal law, the laws of the state of Delaware shall apply.", "references": ["Non-Disparagement", "Existence", "Agreements", "Benefits", "Anti-Corruption Laws", "No Waivers", "Indemnity", "Headings", "Further Assurances", "Qualifications", "Organizations", "Subsidiaries", "Enforceability", "Applicable Laws", "Assignments", "Sales", "Records", "Notices", "Binding Effects", "Waiver Of Jury Trials", "Disclosures", "Costs", "Payments", "Interests", "Venues", "Brokers", "Representations", "Confidentiality", "General", "Solvency", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "This Release Agreement, including Exhibit A hereto and the provisions of the Employment Agreement between the Executive and the Bank which are referred to and incorporated herein, including but not limited to the restrictive covenants therein, express the entire agreement between Executive, the Bank, and the Corporation regarding Executive\u2019s separation from employment and the subject matter herein. This Release Agreement may not be amended or terminated except by a written agreement signed by Executive, the Bank, and the Corporation. No representations made prior to or contemporaneously with this Release Agreement shall have any binding effect.", "references": ["Notices", "Solvency", "Tax Withholdings", "General", "Records", "Remedies", "Sanctions", "Construction", "Approvals", "Governing Laws", "Change In Control", "Consents", "Authority", "Agreements", "Headings", "Powers", "Miscellaneous", "Disclosures", "Survival", "Effective Dates", "Death", "Insurances", "Assigns", "Applicable Laws", "No Conflicts", "Consent To Jurisdiction", "Submission To Jurisdiction", "Disability", "Taxes", "Organizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts.\u00a0\u00a0Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.\u00a0\u00a0The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.", "references": ["Vacations", "Survival", "Agreements", "Confidentiality", "Enforceability", "Duties", "Anti-Corruption Laws", "Specific Performance", "Titles", "Change In Control", "Liens", "Authorizations", "Miscellaneous", "Further Assurances", "Consents", "Integration", "Fees", "Litigations", "Capitalization", "Publicity", "Submission To Jurisdiction", "Books", "Waiver Of Jury Trials", "Payments", "General", "Indemnifications", "Modifications", "Successors", "Applicable Laws", "Non-Disparagement", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a) The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except for Permitted Liens and L iens on Properties which are not then included in the Unencumbered Pool (including, for the avoidance of doubt, the equity interests in Subsidiaries of the Borrower that do not own Property included in the Unencumbered Pool and are not otherwise Subsidiary Guarantors), but only to the extent such Liens will not result in a Default in any of Borrower\u2019s covenants herein.", "references": ["Brokers", "Authorizations", "Notices", "Specific Performance", "Qualifications", "Compliance With Laws", "Anti-Corruption Laws", "Disability", "Arbitration", "Records", "Titles", "No Waivers", "Expenses", "Headings", "Further Assurances", "Solvency", "Assigns", "Miscellaneous", "Erisa", "Base Salary", "Withholdings", "Use Of Proceeds", "Warranties", "Effective Dates", "Existence", "Modifications", "Vacations", "Payments", "Subsidiaries", "Participations", "Liens"], "gold": ["Liens"]}
+{"input": "This Agreement may be executed in one or more counterparts (including by means of email), each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail or other electronic delivery or transmission method (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. www.docusign.com), and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes At the request of any Party hereto or to any such agreement or instrument, each other Party will re-execute original forms thereof and deliver them to all other Parties. No Party hereto or to any such agreement or instrument will raise the use of electronic delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense related to lack of authenticity.", "references": ["Assignments", "Erisa", "Brokers", "Further Assurances", "Base Salary", "Liens", "Authority", "Existence", "Disability", "Financial Statements", "Arbitration", "Positions", "Benefits", "No Waivers", "Severability", "Insurances", "Payments", "Terms", "Employment", "Powers", "Litigations", "General", "Sales", "Venues", "Use Of Proceeds", "Successors", "No Defaults", "Subsidiaries", "Headings", "Titles", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All notices hereunder shall be given in accordance with the provisions of Section\u00a09.01 of the Restated Credit Agreement.", "references": ["Sales", "Consents", "Confidentiality", "Qualifications", "Representations", "Survival", "Enforcements", "Assignments", "Employment", "Venues", "Powers", "Closings", "Severability", "Binding Effects", "Transactions With Affiliates", "Miscellaneous", "Remedies", "Approvals", "Agreements", "No Defaults", "Tax Withholdings", "Assigns", "Publicity", "Titles", "Counterparts", "Subsidiaries", "Use Of Proceeds", "Releases", "Insurances", "Defined Terms", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which is deemed an original, but all of which constitute one and the same instrument.", "references": ["Vesting", "Costs", "No Waivers", "Amendments", "Solvency", "Effectiveness", "Defined Terms", "Taxes", "Terminations", "Terms", "Arbitration", "Withholdings", "Confidentiality", "Benefits", "Specific Performance", "Enforcements", "Vacations", "Subsidiaries", "Records", "Positions", "Successors", "Miscellaneous", "Death", "Litigations", "Participations", "Venues", "No Conflicts", "Erisa", "Titles", "Organizations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Unless delivery of the shares of Common Stock is delayed after the applicable vesting date pursuant to Section 2.4 above, on the vesting date, the Recipient shall recognize taxable income in respect of the Common Stock deliverable and the Company shall report such taxable income to the appropriate taxing authorities in respect thereof as it determines to be necessary and appropriate.\u00a0\u00a0The Recipient, if an employee, shall pay to the Company promptly upon request and in any event at the time the Recipient recognizes taxable income an amount equal to the taxes, if any, the Company determines it is required or permitted to withhold under the applicable tax laws.\u00a0\u00a0Such payment may be made in the form of cash.\u00a0\u00a0The Recipient also may satisfy, in whole or in part, the foregoing withholding liability, and the Company may withhold amounts as allowed by the Plan, by having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the vesting of the Restricted Stock Units with a fair market value equal to such withholding.", "references": ["Expenses", "Withholdings", "Consent To Jurisdiction", "Indemnity", "Records", "Authority", "Further Assurances", "No Conflicts", "Jurisdictions", "Capitalization", "Employment", "Confidentiality", "Base Salary", "Liens", "Representations", "Titles", "Insurances", "Closings", "Construction", "Use Of Proceeds", "Terminations", "Existence", "Sanctions", "Arbitration", "Duties", "Integration", "Definitions", "Books", "Disclosures", "Effectiveness", "Taxes"], "gold": ["Taxes"]}
+{"input": "The members of the Committee and each of them shall be free from all liability, joint and several, for their acts and conduct, and for the acts and conduct of any duly constituted agents. The Employer shall indemnify and save them harmless from the effects and consequences of their acts and conduct in such official capacity except to the extent that such effects and consequences flow from their own willful misconduct. Under no circumstances will members of the Committee be personally liable for the payment of Plan benefits.", "references": ["Headings", "Miscellaneous", "Qualifications", "Venues", "Authority", "Publicity", "Notices", "Consents", "Terminations", "Assignments", "Sales", "Governing Laws", "Employment", "Powers", "Disclosures", "Assigns", "Sanctions", "Waiver Of Jury Trials", "Confidentiality", "General", "Defined Terms", "Counterparts", "Specific Performance", "Payments", "Costs", "Base Salary", "Forfeitures", "Terms", "Records", "Cooperation", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Amendment has been duly executed and delivered by each Borrower. This Amendment and each Loan Document (as amended or modified hereby) is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors\u2019 rights generally, and is in full force and effect.", "references": ["Confidentiality", "Indemnity", "Costs", "Tax Withholdings", "Solvency", "Enforcements", "Transactions With Affiliates", "Applicable Laws", "Withholdings", "Sales", "Venues", "Definitions", "General", "Closings", "Indemnifications", "No Defaults", "Authorizations", "No Waivers", "Compliance With Laws", "Survival", "Severability", "Participations", "Further Assurances", "Positions", "Effective Dates", "Brokers", "Modifications", "Non-Disparagement", "Use Of Proceeds", "Vacations", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "(a) Except as provided in Section 16.3 and in this Section 16.1, Tenant shall not, without Landlord\u2019s prior written consent (which may be given or withheld by Landlord in its sole discretion), assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer this Lease or sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager), or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease shall be deemed to include the following: without Landlord\u2019s consent, any direct or indirect transfer of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant\u2019s assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8.", "references": ["Amendments", "Organizations", "Titles", "Defined Terms", "Indemnity", "Entire Agreements", "Forfeitures", "Agreements", "Jurisdictions", "Warranties", "Anti-Corruption Laws", "Survival", "Arbitration", "Severability", "Subsidiaries", "Remedies", "Notices", "Capitalization", "Governing Laws", "Specific Performance", "Books", "Consents", "Interests", "Counterparts", "Disability", "Authorizations", "Confidentiality", "Definitions", "Disclosures", "Employment", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement may be executed by one or more of the parties to this Agreement in any number of separate counterparts (including by telecopy and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be delivered to the Borrower Representative and the Administrative Agent.", "references": ["No Defaults", "Integration", "Titles", "Fees", "Tax Withholdings", "Releases", "Waiver Of Jury Trials", "Financial Statements", "Effectiveness", "Amendments", "Insurances", "Agreements", "Employment", "Costs", "Arbitration", "Confidentiality", "Duties", "Expenses", "Assignments", "Enforceability", "Cooperation", "Severability", "Representations", "Indemnifications", "Warranties", "Specific Performance", "Successors", "Survival", "Death", "Modifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i)\u00a0personal delivery, (ii)\u00a0deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii)\u00a0deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office (attention General Counsel) and to the Executive at the address that he or she most recently provided to the Company in accordance with this Subsection\u00a0(e).", "references": ["Interpretations", "Withholdings", "Construction", "Consent To Jurisdiction", "Use Of Proceeds", "Non-Disparagement", "Authority", "Financial Statements", "Effective Dates", "Compliance With Laws", "Sanctions", "Sales", "Defined Terms", "Erisa", "Arbitration", "Governing Laws", "Further Assurances", "Liens", "Organizations", "Waivers", "Solvency", "Vesting", "Vacations", "Positions", "Fees", "Benefits", "Severability", "Anti-Corruption Laws", "Counterparts", "Remedies", "Notices"], "gold": ["Notices"]}
+{"input": "Each Party hereto agrees to do such things, take such actions, and to make, execute, and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent, and purpose of this Agreement.", "references": ["No Conflicts", "Venues", "Terminations", "Compliance With Laws", "Defined Terms", "Closings", "Costs", "Liens", "Disclosures", "Existence", "Warranties", "Enforceability", "Arbitration", "Base Salary", "Enforcements", "Capitalization", "Books", "No Defaults", "Litigations", "Titles", "Jurisdictions", "Releases", "Change In Control", "Representations", "Publicity", "Amendments", "Waiver Of Jury Trials", "Authority", "Financial Statements", "Vesting", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement, together with all exhibits and schedules to this Agreement, constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter of this Agreement.", "references": ["Capitalization", "Withholdings", "Remedies", "Expenses", "Survival", "Books", "Waiver Of Jury Trials", "Miscellaneous", "Sanctions", "Brokers", "Duties", "Definitions", "Authorizations", "Submission To Jurisdiction", "Fees", "Employment", "Insurances", "Consents", "Agreements", "Change In Control", "Authority", "Positions", "General", "Binding Effects", "Enforceability", "Transactions With Affiliates", "Indemnifications", "Modifications", "Compliance With Laws", "Taxes", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "During the Executive\u2019s employment with the Company and thereafter, the Company shall indemnify, defend and hold the Executive harmless to the fullest extent permissible under and pursuant to: (i) Articles Seventh and Eighth of the Certificate of Incorporation of the Company, as may be amended or amended and restated from time to time, and (ii) the terms and conditions of a Directors Indemnification Agreement between the Executive and the Company, if any, as the same may be amended or amended and restated from time to time.", "references": ["Use Of Proceeds", "Consent To Jurisdiction", "Vacations", "Qualifications", "Organizations", "Transactions With Affiliates", "Releases", "Miscellaneous", "Publicity", "Fees", "Applicable Laws", "No Conflicts", "Erisa", "Liens", "Approvals", "Authorizations", "Notices", "Modifications", "Participations", "Records", "Integration", "Base Salary", "Warranties", "Withholdings", "Solvency", "Authority", "Amendments", "Survival", "Defined Terms", "Sales", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Except as set forth on Schedule 3.7 for which reserves shall be established upon the reasonable request of the Administrative Agent, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, all federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the \u201c Tax Returns \u201d) required to be filed by any Loan Party or any Restricted Subsidiary have been filed in its own name with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party or any Restricted Subsidiary in accordance with GAAP. Other than as set forth on Schedule 3.7 , no material Tax Return is under audit or examination by any Governmental Authority and no written notice of such an audit or examination or any written assertion of any claim for material Taxes has been given or made by any Governmental Authority. Except as set forth on Schedule 3.7 ,\u00a0or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, proper and accurate amounts have been withheld by each Loan Party or any Restricted Subsidiary from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a \u201creportable transaction\u201d within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.", "references": ["Base Salary", "Entire Agreements", "Benefits", "Qualifications", "Remedies", "Withholdings", "Positions", "Confidentiality", "Specific Performance", "Survival", "Disability", "Anti-Corruption Laws", "Amendments", "Vesting", "Books", "Compliance With Laws", "Liens", "Consent To Jurisdiction", "Sanctions", "Expenses", "Death", "Representations", "Cooperation", "Costs", "Definitions", "Vacations", "Forfeitures", "Assigns", "Terminations", "Litigations", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Assignment Agreement shall be governed and construed in accordance with the laws of the State in which the Property is located. Any liability which may arise as a consequence of the execution of this Assignment by any entity that is party hereto shall be a liability of such entity and not the personal liability any officer, director, shareholder or employee of such entity or any affiliate thereof. This Assignment Agreement may be executed in counterparts and delivered by fax machine, as a PDF attached to an email, or by other electronic transmission, and each counterpart so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument .", "references": ["Financial Statements", "Compliance With Laws", "Tax Withholdings", "Vacations", "No Defaults", "Benefits", "Brokers", "Cooperation", "Terminations", "Agreements", "Taxes", "Representations", "Expenses", "Fees", "Notices", "Erisa", "Sanctions", "Headings", "Costs", "Subsidiaries", "Books", "Applicable Laws", "Organizations", "Authority", "Interests", "Survival", "Death", "Withholdings", "Approvals", "Participations", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The Borrower shall have paid to Administrative Agent all amounts due and payable pursuant to Section \u00a010.2 for which an invoice has been presented on or prior to the Closing Date.", "references": ["Terms", "Enforceability", "Governing Laws", "Successors", "Jurisdictions", "Miscellaneous", "Indemnity", "Publicity", "Adjustments", "Indemnifications", "Severability", "Construction", "Terminations", "Books", "Use Of Proceeds", "Titles", "Transactions With Affiliates", "Enforcements", "Erisa", "Anti-Corruption Laws", "Positions", "Closings", "Cooperation", "Employment", "Subsidiaries", "Headings", "Insurances", "Effectiveness", "Brokers", "Qualifications", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 10 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.", "references": ["Tax Withholdings", "No Defaults", "Duties", "Assignments", "Participations", "No Conflicts", "Applicable Laws", "Releases", "Financial Statements", "Change In Control", "Forfeitures", "Submission To Jurisdiction", "Transactions With Affiliates", "Costs", "Disability", "Agreements", "Notices", "Miscellaneous", "Modifications", "Qualifications", "Remedies", "Effective Dates", "Defined Terms", "Sales", "Successors", "Compliance With Laws", "Enforceability", "Further Assurances", "Fees", "Erisa", "Authority"], "gold": ["Authority"]}
+{"input": "Bank agrees to take such action with respect to the Accounts as shall from time to time be specified in any writing received by Bank purportedly from Debtor or Collateral Agent as provided herein. Debtor and Collateral Agent agree that: (a) Bank has no duty to monitor the balance of the Accounts; (b) until Bank receives written notice purportedly from Collateral Agent instructing Bank to cease honoring Debtor\u2019s instructions with respect to the Accounts (the \u201c Block Notice \u201d), Debtor shall have full rights to instruct Bank with respect to the Accounts and take any and all actions with respect to the Accounts in accordance with any deposit, cash management or other agreements between Debtor and Bank governing the Accounts or relating to products or services provided for such Accounts (including, without limitation, making withdrawals therefrom (using checks, electronic funds transfers or otherwise)); (c ) following Bank\u2019s receipt of a Block Notice, Bank may, without further inquiry, rely on and act in accordance with any instructions Bank receives which purport to be originated by Collateral Agent directing the disposition of funds in the Accounts without further consent from Debtor and notwithstanding any conflicting or contrary instructions Bank receives from Debtor, and Bank shall have no liability to Collateral Agent, Debtor or any other person in relying on and acting in accordance with any such instructions; (d) Bank shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it pursuant hereto, nor to inquire as to the identity, authority or rights of the person or persons executing or delivering the same; and (e) following Bank\u2019s receipt of a Block Notice, Bank shall have a reasonable period of time within which to act in accordance with such Block Notice and other notices or instructions thereafter received by Bank from Collateral Agent with respect to the Accounts (not to exceed two\u00a0(2) Business Days (as defined below) if received by 1:00 p.m. (Central time) on a Business Day, or three\u00a0(3) Business Days if received after such time). Notwithstanding the preceding terms of this Section 2, it is expressly understood and agreed that any direction or request by Collateral Agent directing the disposition of funds on deposit in the Accounts will apply only to available funds on deposit in the Accounts and Collateral Agent shall make withdrawals from the Accounts only via fedwire or other electronic funds transfer.", "references": ["Amendments", "Integration", "Venues", "Approvals", "Base Salary", "Fees", "Forfeitures", "Arbitration", "Further Assurances", "Jurisdictions", "Use Of Proceeds", "Litigations", "Closings", "Transactions With Affiliates", "Taxes", "Sanctions", "Costs", "Vesting", "Death", "Defined Terms", "Intellectual Property", "Compliance With Laws", "General", "Subsidiaries", "Successors", "Employment", "Miscellaneous", "Waivers", "Enforcements", "Indemnity", "Duties"], "gold": ["Duties"]}
+{"input": "The Parties hereto agree to execute such other documents and take such other actions as may be reasonably necessary to further purposes of this Agreement, including dismissal paperwork.", "references": ["Applicable Laws", "Effective Dates", "Taxes", "Amendments", "Assignments", "Erisa", "Venues", "Cooperation", "Duties", "Sales", "Liens", "No Conflicts", "Transactions With Affiliates", "Vacations", "Terms", "Base Salary", "Integration", "Employment", "Solvency", "Change In Control", "Construction", "Organizations", "Confidentiality", "Terminations", "Withholdings", "Effectiveness", "Waivers", "Remedies", "Positions", "Books", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each Loan Party will, and will cause each of its Subsidiaries to, at Borrowers\u2019 expense, maintain insurance respecting each of each Loan Party\u2019s and its Subsidiaries\u2019 assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located, including the R&W Insurance. All such policies of insurance shall be with financially sound and reputable insurance companies reasonably acceptable to Agent and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the identity of the insurer, amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard lender\u2019s loss payable endorsement with a standard non-contributory \u201clender\u201d or \u201csecured party\u201d clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders\u2019 interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the lender\u2019s loss payable and additional insured endorsements in favor of Agent and shall provide for not less than thirty days (ten days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. Borrowers shall maintain flood insurance on all fee owned Real Property constituting Collateral (if any), from such providers, in amounts and on terms in accordance with the Flood Laws or as otherwise satisfactory to all Lenders. If any Loan Party or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers\u2019 expense and without any responsibility on Agent\u2019s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of (i) any loss exceeding $10,000,000 covered by the casualty or business interruption insurance of any Loan Party or its Subsidiaries or (ii) of any claim exceeding $1,000,000 covered by the R&W Insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. If an Event of Default then exists, Agent may apply any insurance proceeds received by Agent to the cost of repairs or replacement of Collateral and/or to payment of the Obligations (including business interruption insurance) then due in the order and manner required under Section 2.4(b)(iii) . Upon application of such proceeds to the Obligations, Loans may be available subject and pursuant to the terms hereof to be used for the costs of repair or replacement of the Collateral lost or damages resulting in the payment of such insurance proceeds. So long as no Event of Default exists, all other insurance proceeds may be collected by Borrowers and Guarantors.", "references": ["Duties", "Jurisdictions", "Litigations", "Arbitration", "Terms", "Vacations", "Notices", "Further Assurances", "Organizations", "Submission To Jurisdiction", "Taxes", "Forfeitures", "Waivers", "Base Salary", "Consents", "Closings", "Terminations", "Amendments", "Authorizations", "Assigns", "Headings", "Indemnity", "Miscellaneous", "Construction", "Vesting", "Sales", "Effectiveness", "Intellectual Property", "Modifications", "Interpretations", "Insurances"], "gold": ["Insurances"]}
+{"input": "Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Security Agreement.", "references": ["Warranties", "Vacations", "Enforceability", "No Waivers", "Waiver Of Jury Trials", "Change In Control", "Disability", "Agreements", "Remedies", "Amendments", "Tax Withholdings", "Liens", "Terminations", "Modifications", "Death", "Interpretations", "Venues", "Terms", "Financial Statements", "Adjustments", "Intellectual Property", "Transactions With Affiliates", "Cooperation", "Assignments", "Erisa", "Binding Effects", "Expenses", "Fees", "General", "Costs", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Amendment contains the entire agreement and understanding between the parties concerning the subject matter of this Amendment and supersedes all prior agreements, terms, understandings, conditions, representations and warranties, whether written or oral, concerning the matters that are the subject of this Amendment.", "references": ["Consent To Jurisdiction", "Organizations", "Positions", "Use Of Proceeds", "Effective Dates", "No Defaults", "Governing Laws", "Liens", "Indemnifications", "Forfeitures", "Headings", "Vacations", "Tax Withholdings", "Payments", "Change In Control", "No Waivers", "Assigns", "Applicable Laws", "Vesting", "Enforceability", "Employment", "Construction", "Benefits", "Records", "Interpretations", "Definitions", "Jurisdictions", "Transactions With Affiliates", "No Conflicts", "Cooperation", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of any term or provision of its Charter or Bylaws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity applicable to the Company.", "references": ["Employment", "Further Assurances", "Entire Agreements", "Waivers", "Disclosures", "Records", "Interests", "Use Of Proceeds", "Consents", "Sanctions", "Forfeitures", "Definitions", "Representations", "Existence", "Enforcements", "Authority", "Taxes", "Disability", "Specific Performance", "Binding Effects", "Miscellaneous", "Terminations", "Enforceability", "Warranties", "Organizations", "Participations", "Interpretations", "Amendments", "Indemnity", "Qualifications", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Executive represents and acknowledges that in executing this Agreement, Executive did not rely, and has not relied, on any oral or written representations, agreements, or communications by any of the Releasees, except as expressly contained in this Agreement. This Agreement, the Supplemental Release, the Other Obligations, the Program, and any applicable equity award or plan documents constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, however, that this Agreement does not replace or supersede or modify any existing obligation, including any Other Obligation, under applicable law or agreement regarding confidentiality, fiduciary duties, non-competition, or non-solicitation. Further, the provisions of the 2010 ACIP and Equity Plan and any applicable equity award and/or plan documents shall continue to apply.", "references": ["Records", "Effectiveness", "Vesting", "Vacations", "Forfeitures", "Closings", "Effective Dates", "Enforceability", "Liens", "Non-Disparagement", "Interests", "Sales", "Employment", "Terminations", "Integration", "Warranties", "Insurances", "Waiver Of Jury Trials", "Tax Withholdings", "Qualifications", "Financial Statements", "Consents", "Benefits", "Payments", "Positions", "Approvals", "Withholdings", "Notices", "Counterparts", "Releases", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The execution, delivery and performance by each Relevant Party of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and will not: (1)\u00a0conflict with or result in a violation or breach of the terms of (x)\u00a0its certificate of formation, limited liability company agreement, operating agreement or other organizational documents, as the case may be, (y)\u00a0any provision of material Law applicable to it or (z)\u00a0any order, judgment or decree of any Governmental Authority binding on it or any of its material properties; (2)\u00a0result in a material breach of or constitute (with due notice or lapse of time or both) a material default under the Transaction Documents or any other material contractual obligation binding upon a Relevant Party or its material properties; or (3)\u00a0result in or require the creation or imposition of any Lien upon its assets (other than the Liens created under the Collateral Documents).", "references": ["Liens", "Intellectual Property", "Assigns", "Submission To Jurisdiction", "Construction", "Erisa", "Governing Laws", "Assignments", "Interests", "Use Of Proceeds", "Costs", "Expenses", "Transactions With Affiliates", "Capitalization", "Compliance With Laws", "Further Assurances", "Waivers", "Adjustments", "Applicable Laws", "Confidentiality", "Financial Statements", "Effective Dates", "Withholdings", "Defined Terms", "Disclosures", "Interpretations", "Brokers", "Forfeitures", "Duties", "Powers", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "If any Event of Default occurs, the Company promises to pay all costs of enforcement and collection, including but not limited to, Holder\u2019s attorneys\u2019 fees, whether or not any action or proceeding is brought to enforce the provisions hereof.", "references": ["Taxes", "Benefits", "Sales", "Organizations", "Compliance With Laws", "Consents", "Arbitration", "Enforcements", "Brokers", "Sanctions", "Powers", "Indemnifications", "Closings", "Vesting", "Construction", "Payments", "Notices", "Integration", "Solvency", "Titles", "Venues", "Further Assurances", "Entire Agreements", "Confidentiality", "Survival", "Intellectual Property", "Headings", "No Defaults", "Financial Statements", "Authorizations", "Costs"], "gold": ["Costs"]}
+{"input": "In the event any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.", "references": ["Defined Terms", "Warranties", "Submission To Jurisdiction", "Erisa", "Arbitration", "Authority", "Forfeitures", "Effectiveness", "Tax Withholdings", "Sales", "Duties", "Terms", "Consent To Jurisdiction", "Use Of Proceeds", "Counterparts", "Costs", "Assignments", "Indemnity", "Financial Statements", "Survival", "Binding Effects", "Liens", "Transactions With Affiliates", "Effective Dates", "Insurances", "Publicity", "Jurisdictions", "Books", "Integration", "Powers", "Severability"], "gold": ["Severability"]}
+{"input": "The Plan has been amended and restated, effective as of December\u00a015, 2017.", "references": ["Adjustments", "Vacations", "Enforceability", "Non-Disparagement", "Terminations", "Interpretations", "Financial Statements", "Expenses", "Cooperation", "Further Assurances", "Subsidiaries", "Intellectual Property", "Disability", "Benefits", "Transactions With Affiliates", "Change In Control", "Definitions", "Disclosures", "Costs", "Forfeitures", "Modifications", "Tax Withholdings", "Waivers", "Publicity", "Closings", "Agreements", "Sales", "Indemnifications", "Confidentiality", "Warranties", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Marley and Dalton acknowledge that the Company must, and the Company shall, amend its Articles of Incorporation, obtain the approval of the Financial Industry Regulatory Authority, and file preliminary and definitive Information Statements on Securities and Exchange Commission (\u201cSEC\u201d) Schedule 14C or Proxy Statements on Securities and Exchange Commission Schedule 14A (which will take a minimum of 30 days from the filing of a preliminary version of either document with the SEC), obtain a new CUSIP number for its shares of common stock from CUSIP Global Services, and obtain approval from the Depository Trust Company in order to change its name from Stony Hill Corp. to a different name (all such obligations of the Company, the \u201cName Change Obligations\u201d). The Company shall have a license and continuing right (such license and continuing right, the \u201cLicense\u201d) to use the names \u201cStony Hill Corp.\u201d and \u201cStony Hill\u201d solely for the purposes outlined in this Paragraph 11 until it completes the Name Change Obligations; provided, however, the License shall terminate on the earlier of (i) the date the Company completes the Name Change Obligations and (ii) April 19, 2018 (the \u201cLicense Termination Date\u201d). For clarity, the License prohibits the Company from, at any time following the effective date of this Agreement, marketing, commercializing, advertising, selling, or otherwise entering into any agreements for the same, any product using the name \u201cStony Hill Corp.,\u201d \u201cStony Hill\u201d or any similar or related name The Company acknowledges that time is of the essence with respect to its completion of the Name Change Obligations and shall immediately following the full execution of this Agreement use its best efforts to complete the Name Change Obligations as soon as possible but no later than the License Termination Date. Marley and Dalton, or any person or entity they control, will not market or sell any products using the name \u201cStony Hill\u201d that are the same or similar as the Company\u2019s products until the License Termination Date.", "references": ["Intellectual Property", "Amendments", "Assignments", "Financial Statements", "Effective Dates", "Change In Control", "Cooperation", "Benefits", "Powers", "Litigations", "Liens", "Transactions With Affiliates", "Duties", "Warranties", "Positions", "Specific Performance", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Severability", "Successors", "Integration", "Enforceability", "Death", "Payments", "Confidentiality", "Terminations", "Adjustments", "Approvals", "Brokers", "No Conflicts", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement or the Disclosure Package.\u00a0\u00a0\u00a0\u00a0The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. The disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby in the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.", "references": ["Existence", "Defined Terms", "Notices", "Fees", "Withholdings", "Books", "Releases", "Further Assurances", "Remedies", "Liens", "Binding Effects", "Death", "Survival", "Indemnifications", "Erisa", "Participations", "Sales", "Effectiveness", "Subsidiaries", "Use Of Proceeds", "Arbitration", "Closings", "Positions", "Vesting", "Definitions", "Modifications", "Construction", "Sanctions", "Terms", "General", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Participant acknowledges that the Award is subject to modification and termination in certain events as provided in this Agreement and Article 12 of the Plan.", "references": ["Interests", "Entire Agreements", "Indemnifications", "Agreements", "Waiver Of Jury Trials", "Waivers", "Powers", "Consent To Jurisdiction", "Titles", "Change In Control", "Assigns", "Remedies", "Counterparts", "Sanctions", "Vacations", "Vesting", "No Conflicts", "Base Salary", "Representations", "Disclosures", "Duties", "Anti-Corruption Laws", "General", "Tax Withholdings", "Further Assurances", "Transactions With Affiliates", "Interpretations", "Defined Terms", "Financial Statements", "Terms", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The Company shall (a) by 9:00 a.m. (New\u00a0York City time) on the Trading Day immediately following the Closing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and the Purchaser or any of its Affiliates on the other hand, in connection with the transactions contemplated by this Agreement shall terminate. The Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Arbitration", "Confidentiality", "Books", "Qualifications", "Consents", "Vacations", "Anti-Corruption Laws", "No Conflicts", "Indemnifications", "Indemnity", "Agreements", "Expenses", "Existence", "Subsidiaries", "Governing Laws", "Sales", "Payments", "Costs", "No Waivers", "Benefits", "Authority", "Entire Agreements", "Intellectual Property", "Further Assurances", "Cooperation", "Titles", "Litigations", "Warranties", "Powers", "Disclosures", "Publicity"], "gold": ["Publicity"]}
+{"input": "No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by written instrument signed by the party charged with such waiver or estoppel.", "references": ["Participations", "Insurances", "Specific Performance", "Disclosures", "Subsidiaries", "Construction", "Positions", "Change In Control", "No Defaults", "Representations", "Headings", "Employment", "Non-Disparagement", "Binding Effects", "Miscellaneous", "Powers", "Amendments", "Survival", "Sanctions", "Governing Laws", "Effectiveness", "Expenses", "Effective Dates", "Confidentiality", "Sales", "Solvency", "Assigns", "Qualifications", "Consents", "Vacations", "Waivers"], "gold": ["Waivers"]}
+{"input": "All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agents, shall be sufficient in all respects if delivered or sent to (i)\u00a0J.P. Morgan Securities LLC, 383 Madison Avenue, 6th Floor, New York, New York 10179, to the attention of Special Equities Group, Adam Rosenbluth (email adam.s.rosenbluth@jpmorgan.com), and (ii)\u00a0JMP Securities LLC at 600 Montgomery Street, 11 th Floor, San Francisco, CA 94111, Attn: Aidan Whitehead (email: AWhitehead@jmpsecurities.com), and, if to the Company, shall be sufficient in all respects if delivered or sent to it at Dynex Capital, Inc., 4991 Lake Brook Drive, Suite 100, Glen Allen, VA 23060, Attn: Stephen J. Benedetti (email: Stephen.benedetti@dynexcapital.com). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agents either by telephone (confirmed promptly by email) or email to the applicable Agent as follows: (i)\u00a0Adam Rosenbluth (email: adam.s.rosenbluth@jpmorgan.com); Jemil D. Salih (telephone number: (212) 622-2723; email: jemil.d.salih@jpmorgan.com) and Ara H. Movsesian (telephone number: (212) 622-2619; email: ara.movsesian@jpmorgan.com) and (ii)\u00a0Tosh Chandra (telephone number: (212) 906-3594; email: tchandra@jmpsecurities.com), Aidan Whitehead (telephone number: (415) 263-1676; email: AWhitehead@jmpsecurities.com), Lee Weiner (telephone number: (415) 263-1676; email: lweiner@jmpsecurities.com), Walter Conroy (email: wconroy@jmpsecurities.com) and Gil Mogavero (email: gmogavero@jmpsecurities.com); and Transaction Acceptances shall be delivered by the Agents to the Company by email to Byron L. Boston (byron.boston@dynexcapital.com), Stephen J. Benedetti (stephen.benedetti@dynexcapital.com), and Jeffrey L. Childress (jeff.childress@dynexcapital.com).", "references": ["Remedies", "Indemnifications", "Subsidiaries", "Survival", "Vacations", "Venues", "Sanctions", "Tax Withholdings", "Closings", "Cooperation", "Adjustments", "Counterparts", "Erisa", "Qualifications", "Successors", "Base Salary", "General", "Headings", "Assigns", "Defined Terms", "Waiver Of Jury Trials", "Liens", "Entire Agreements", "Severability", "Integration", "Sales", "Duties", "Governing Laws", "Taxes", "Books", "Notices"], "gold": ["Notices"]}
+{"input": "(a)\u00a0\u00a0Each Secured Party by its acceptance of the benefits of this Agreement shall be deemed to have appointed and authorized the Security Trustee to take such action as trustee on behalf of the Secured Parties and to exercise such powers and discretion under this Agreement, the FAA Security Documents and the other Related Documents as are specifically delegated to the Security Trustee by the terms of, and to take instructions and directions from the Administrative Agent pursuant to, this Agreement, the FAA Security Documents and of the other Related Documents, and no implied duties and covenants shall be deemed to arise against the Security Trustee.\u00a0\u00a0For the avoidance of doubt, each Secured Party by its acceptance of the benefits of this Agreement hereby requests and instructs the Security Trustee to enter into all Assigned Lease-related documents and instruments which it is requested by any Grantor to enter into on this date and as may arise from time to time for the purpose of establishing and maintaining its security interest for itself and for the benefit of the other Secured Parties in respect of any Assigned Lease and each Grantor and Secured Party hereby agrees that the Security Trustee shall be afforded the same rights, protections, immunities and indemnities afforded to it hereunder, mutatis mutandis, in connection with the same (including, without limitation, any applicable Lease document or Lessee consent).", "references": ["Counterparts", "Intellectual Property", "Costs", "Terms", "Tax Withholdings", "Publicity", "Terminations", "Interests", "Headings", "Submission To Jurisdiction", "Benefits", "Further Assurances", "Amendments", "Solvency", "Effectiveness", "Arbitration", "Remedies", "Non-Disparagement", "Jurisdictions", "Taxes", "Enforceability", "Entire Agreements", "Withholdings", "Representations", "Records", "Warranties", "Effective Dates", "Erisa", "Fees", "Adjustments", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Each Grantor shall keep and maintain at its own cost and expense complete records of the Receivables, in a manner consistent with prudent business practice as determined in the reasonable business judgment of such Grantor, and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith.", "references": ["Compliance With Laws", "Existence", "Transactions With Affiliates", "Authority", "Expenses", "Litigations", "Positions", "Terms", "Financial Statements", "Subsidiaries", "Jurisdictions", "Warranties", "Indemnifications", "Waiver Of Jury Trials", "Titles", "Brokers", "Effective Dates", "Adjustments", "Approvals", "Solvency", "Agreements", "Amendments", "Governing Laws", "Consent To Jurisdiction", "Insurances", "Taxes", "Powers", "Releases", "Disclosures", "Cooperation", "Records"], "gold": ["Records"]}
+{"input": "Each Borrower is Solvent and the Credit Parties, on a Consolidated basis, are Solvent.", "references": ["Submission To Jurisdiction", "Litigations", "Powers", "Erisa", "Qualifications", "Vacations", "Positions", "Terms", "Indemnifications", "Terminations", "Compliance With Laws", "Existence", "Enforceability", "General", "Taxes", "Records", "Amendments", "Publicity", "Brokers", "Participations", "Integration", "Death", "Sales", "Intellectual Property", "Closings", "Sanctions", "Specific Performance", "Indemnity", "Non-Disparagement", "Disclosures", "Solvency"], "gold": ["Solvency"]}
+{"input": "Any termination or expiration of this MSA shall not affect any outstanding obligations due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the Parties may have under this MSA. For greater certainty, except as otherwise expressly provided, termination or expiration of this MSA, irrespective of the cause, shall not affect any rights or obligations which, from the context thereof, are intended to survive termination or expiration of this MSA, including but not limited to Sections 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17.", "references": ["Assignments", "Approvals", "Cooperation", "Entire Agreements", "Binding Effects", "Taxes", "Remedies", "Organizations", "Powers", "Books", "Brokers", "Headings", "Effective Dates", "Liens", "Vesting", "Enforcements", "Titles", "Financial Statements", "Compliance With Laws", "Indemnity", "Records", "Forfeitures", "Enforceability", "Vacations", "Duties", "Tax Withholdings", "Positions", "Insurances", "General", "Transactions With Affiliates", "Survival"], "gold": ["Survival"]}
+{"input": "Neither party may assign this Agreement or subcontract any right or interest hereunder or otherwise transfer its obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding any permitted assignment , subcontracting , or other transfer , Company shall remain liable for all of its obligations under this Agreement unless it provides evidence that a subcontractor , assignee , or transferee has contractually agreed to be bound by the same terms and conditions binding Company under this Agreement.\u00a0\u00a0In any event, Company\u2019s obligations under this Agreement concerning confidentiality and security shall survive any such transfer.", "references": ["Costs", "Litigations", "Titles", "No Defaults", "Publicity", "Subsidiaries", "Modifications", "Consents", "Payments", "Remedies", "Arbitration", "Duties", "Positions", "Organizations", "Vesting", "Severability", "Use Of Proceeds", "Benefits", "Waiver Of Jury Trials", "Records", "Terminations", "Base Salary", "Change In Control", "Liens", "Employment", "Approvals", "Definitions", "Financial Statements", "Disability", "Defined Terms", "Assignments"], "gold": ["Assignments"]}
+{"input": "(a)\u00a0\u00a0The Executive and the Company agree that if a dispute arises concerning or relating to the Executive\u2019s employment with the Company or Holdings, or the termination of the Executive\u2019s employment, such dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association regarding resolution of employment disputes in effect at the time such dispute arises. The arbitration shall take place in New York, New York, before a single experienced arbitrator licensed to practice law in New York and selected in accordance with the American Arbitration Association rules and procedures. Except as provided below, the Executive and the Company agree that this arbitration procedure will be the exclusive means of redress for any disputes relating to or arising from the Executive\u2019s employment with the Company or Holdings or his termination, including but not limited to disputes over rights provided by federal, state, or local statutes, regulations, ordinances, and common law, including all laws that prohibit discrimination based on any protected classification. The parties expressly waive the right to a jury trial, and agree that the arbitrator\u2019s award shall be final and binding on both parties, and shall not be appealable. The arbitrator shall have the discretion to award monetary and other damages, and any other relief that the arbitrator deems appropriate and is allowed by law. The arbitrator shall also have the discretion to award the prevailing party reasonable costs and attorneys\u2019 fees incurred in bringing or defending an action, and shall award such costs and fees to the Executive in the event the Executive prevails on the merits of any action brought hereunder.", "references": ["Closings", "Approvals", "Enforcements", "Records", "Waiver Of Jury Trials", "Liens", "Severability", "Vesting", "Governing Laws", "Indemnity", "Disclosures", "Litigations", "Consents", "Defined Terms", "Agreements", "Costs", "Publicity", "Notices", "Effective Dates", "Books", "No Waivers", "Waivers", "Compliance With Laws", "Terms", "Remedies", "Employment", "Capitalization", "No Conflicts", "Titles", "Erisa", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "In the event of the Participant\u2019s death both prior to the final Vesting Date and following a Change in Control, the Award shall immediately and fully vest effective as of the date of the Participant\u2019s death. For purposes of the RSUs that are vested but not settled as of the Termination of Service, the Settlement Date shall occur as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant\u2019s death.", "references": ["Venues", "Use Of Proceeds", "Costs", "Authority", "General", "Waivers", "Arbitration", "Withholdings", "Assignments", "Disability", "Remedies", "Non-Disparagement", "Organizations", "Approvals", "Headings", "Specific Performance", "Integration", "Participations", "Consent To Jurisdiction", "Closings", "Intellectual Property", "Employment", "Indemnifications", "Effectiveness", "Compliance With Laws", "Vacations", "Agreements", "Applicable Laws", "Titles", "Authorizations", "Death"], "gold": ["Death"]}
+{"input": "EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.\u00a0 EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A)\u00a0NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B)\u00a0EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C)\u00a0EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D)\u00a0EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Costs", "Approvals", "Capitalization", "Powers", "Subsidiaries", "Disability", "Submission To Jurisdiction", "Benefits", "Indemnifications", "Non-Disparagement", "Titles", "Anti-Corruption Laws", "Construction", "General", "Base Salary", "Publicity", "Litigations", "Payments", "Warranties", "Entire Agreements", "Severability", "Enforcements", "Qualifications", "Enforceability", "Notices", "Binding Effects", "Terms", "Miscellaneous", "Counterparts", "Books", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "In case of any delay in payment by Corbus to CFF not occasioned by force majeure in accordance with Section 11.4, Interest shall be calculated from the tenth (10 th ) day after the date upon which the applicable payment first becomes due from Corbus.", "references": ["Powers", "Construction", "Arbitration", "Disability", "Consent To Jurisdiction", "Assignments", "Participations", "Amendments", "Cooperation", "Agreements", "Approvals", "Indemnifications", "Positions", "Survival", "Use Of Proceeds", "Publicity", "Interpretations", "Consents", "Effective Dates", "Waiver Of Jury Trials", "Non-Disparagement", "Intellectual Property", "Tax Withholdings", "Releases", "Representations", "Governing Laws", "Counterparts", "Solvency", "Integration", "Duties", "Interests"], "gold": ["Interests"]}
+{"input": "Unless compelled by law to do so, the Employee has not and will not, disclose the fact of, terms and conditions of, or amounts in this Agreement to anyone other than his spouse, legal or financial advisor, or U.S. governmental officials who seek such information as part of their official duties. If a third-party requests or demands that the Employee disclose or produce this Agreement or any terms or conditions in it, the Employee will not take any action related to such request or subpoena without first notifying the Company and giving it a reasonable opportunity to respond.", "references": ["Powers", "Taxes", "Capitalization", "Organizations", "Closings", "Use Of Proceeds", "Waiver Of Jury Trials", "Tax Withholdings", "Jurisdictions", "Positions", "Vesting", "Agreements", "Amendments", "Death", "Effectiveness", "Representations", "Further Assurances", "Venues", "Headings", "Remedies", "Warranties", "Interests", "Applicable Laws", "Non-Disparagement", "Litigations", "Publicity", "Vacations", "Integration", "Counterparts", "Definitions", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Borrower shall have paid the fees required to be paid on the Closing Date in the respective amounts specified in the Additional Compensation Letter.", "references": ["Solvency", "Enforceability", "No Conflicts", "Adjustments", "Headings", "Releases", "Existence", "Consents", "Warranties", "Forfeitures", "Terms", "Amendments", "Capitalization", "Integration", "Death", "Waivers", "Assignments", "Consent To Jurisdiction", "Indemnity", "Severability", "Qualifications", "Records", "Duties", "Construction", "Arbitration", "General", "Books", "Costs", "Applicable Laws", "Survival", "Fees"], "gold": ["Fees"]}
+{"input": "This Release constitutes the entire agreement between the Executive and the Company and supersedes any previous agreements or understandings between the Executive and the Company, except the Equity Documentation and the Ongoing Obligations and any other obligations specifically preserved in this Release.\u00a0 The Executive acknowledges that he is not relying on any promises or representations by the Company or the agents, representatives or attorneys of the Company regarding any subject matter addressed in this Release.", "references": ["Remedies", "Headings", "Costs", "Assignments", "Change In Control", "Books", "Successors", "Governing Laws", "Tax Withholdings", "Insurances", "Organizations", "Adjustments", "Vacations", "Warranties", "Titles", "Amendments", "Taxes", "Financial Statements", "Disclosures", "Effective Dates", "Erisa", "Non-Disparagement", "Interests", "Enforceability", "Withholdings", "Confidentiality", "Venues", "Anti-Corruption Laws", "Fees", "General", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "During the Employment Period (as defined in Section 4 ), the Company shall employ Employee, and Employee shall serve, as President and Chief Executive Officer of the Company and in such other position or positions as may be assigned from time to time by the board of directors of the Company (the \u201c Board \u201d).", "references": ["Warranties", "Withholdings", "Compliance With Laws", "Entire Agreements", "Vacations", "General", "No Defaults", "Existence", "Non-Disparagement", "Effectiveness", "Indemnity", "Modifications", "Records", "Releases", "Applicable Laws", "Integration", "Forfeitures", "Venues", "Payments", "Assignments", "Notices", "Authorizations", "Liens", "Enforceability", "Binding Effects", "Cooperation", "Interests", "Vesting", "Disability", "Terms", "Employment"], "gold": ["Employment"]}
+{"input": "This Amendment shall become effective as of the date hereof upon (a)\u00a0receipt by the Administrator of counterparts of: (i)\u00a0this Amendment, (ii)\u00a0the Fee Letter, and (iii)\u00a0such other documents, instruments and agreements reasonably requested by the Administrator prior to the date hereof and (b)\u00a0payment of the \u201cStructuring Fee\u201d (under and as defined in the Fee Letter) in accordance with the terms of the Fee Letter.", "references": ["Positions", "Fees", "Entire Agreements", "Forfeitures", "Subsidiaries", "Amendments", "Existence", "Capitalization", "Releases", "Duties", "Successors", "Defined Terms", "Construction", "Headings", "Expenses", "Insurances", "Terms", "Taxes", "Interpretations", "Solvency", "Cooperation", "Notices", "Qualifications", "Tax Withholdings", "Records", "Further Assurances", "Publicity", "Litigations", "Terminations", "Authority", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "This Mortgage shall be interpreted, construed and enforced according to the laws of the State of Kansas without regard to that state\u2019s conflict of laws principles.", "references": ["Withholdings", "Non-Disparagement", "Waiver Of Jury Trials", "Enforcements", "Successors", "Solvency", "Modifications", "Further Assurances", "Employment", "No Defaults", "Litigations", "Existence", "Entire Agreements", "Vesting", "Payments", "Warranties", "Governing Laws", "Subsidiaries", "Enforceability", "Costs", "Jurisdictions", "Definitions", "Specific Performance", "Assigns", "Survival", "Terminations", "Submission To Jurisdiction", "Erisa", "Financial Statements", "Releases", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when the conditions precedent in Section 4 of the Amendment Agreement shall have been satisfied or waived, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.", "references": ["Taxes", "Construction", "Benefits", "Consent To Jurisdiction", "Disability", "Solvency", "Representations", "Non-Disparagement", "Arbitration", "Fees", "Consents", "Vesting", "Warranties", "Indemnifications", "Notices", "Agreements", "Confidentiality", "Applicable Laws", "Payments", "Entire Agreements", "Disclosures", "Sales", "Successors", "Intellectual Property", "Assigns", "Indemnity", "Costs", "Anti-Corruption Laws", "Financial Statements", "Releases", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a)\u00a0\u00a0The Commitment of each Lender and the L/C Commitment of each Issuer shall terminate on the applicable Maturity Date.", "references": ["No Defaults", "Indemnity", "Consents", "Base Salary", "Survival", "Venues", "Forfeitures", "Entire Agreements", "Change In Control", "Consent To Jurisdiction", "Powers", "Effectiveness", "No Conflicts", "Interpretations", "Authority", "Waiver Of Jury Trials", "Costs", "Successors", "Assigns", "Employment", "Solvency", "Submission To Jurisdiction", "Expenses", "Benefits", "Modifications", "Insurances", "Specific Performance", "Qualifications", "Disability", "Anti-Corruption Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "Upon (i)\u00a0delivery to the Administrative Agent of an Assignment and Assumption, together with any consents required by Section\u00a013.3.1, and (ii)\u00a0payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment and Assumption. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, no further consent or action by any Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section\u00a013.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term Loans, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender\u2019s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the \u201cRegister\u201d). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice.", "references": ["Integration", "Payments", "Remedies", "Financial Statements", "Governing Laws", "Binding Effects", "Entire Agreements", "Modifications", "Erisa", "Positions", "Books", "Submission To Jurisdiction", "Specific Performance", "Enforcements", "Cooperation", "Severability", "Anti-Corruption Laws", "Capitalization", "Costs", "Fees", "Insurances", "Existence", "Consents", "Waiver Of Jury Trials", "Effectiveness", "Releases", "Organizations", "Defined Terms", "Withholdings", "Confidentiality", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The provisions of this Article \u00a0XVIII shall survive the expiration or termination of this Agreement.", "references": ["Insurances", "Adjustments", "Definitions", "Successors", "Defined Terms", "Effectiveness", "Enforceability", "Effective Dates", "Existence", "Cooperation", "Financial Statements", "Terms", "Change In Control", "Withholdings", "Notices", "Anti-Corruption Laws", "No Defaults", "Enforcements", "Severability", "Vesting", "Disability", "Arbitration", "Expenses", "Authority", "Jurisdictions", "Sanctions", "Base Salary", "Tax Withholdings", "Powers", "Assignments", "Survival"], "gold": ["Survival"]}
+{"input": "Notices must be in writing and delivered by personal delivery, overnight courier, or certified mail, return receipt requested to the parties at their respective addresses set forth below, and will be deemed to have been given upon receipt.\u00a0 A copy of any notice sent to Dex Media must be sent to its General Counsel, as well, by personal delivery, certified mail or overnight courier, to the same address.\u00a0 Either party may change its notice address at any time upon not less than ten (10) days prior written notice to the other.", "references": ["Further Assurances", "Effective Dates", "Adjustments", "Base Salary", "Benefits", "No Waivers", "Terms", "Waivers", "Construction", "Cooperation", "Qualifications", "Records", "Miscellaneous", "Specific Performance", "Disclosures", "No Defaults", "Interpretations", "Transactions With Affiliates", "Interests", "Liens", "Releases", "Positions", "Compliance With Laws", "Effectiveness", "Duties", "Severability", "Publicity", "Warranties", "Withholdings", "Non-Disparagement", "Notices"], "gold": ["Notices"]}
+{"input": "Release by MYDX. Except as to those obligations created by this Agreement, MYDX does hereby fully and forever release, acquit and discharge BCI along with BCI\u2019s, attorneys, officers, principals, directors, shareholders, joint and co-venturers, employees, subcontractors, advisors, insurers, agents, administrators, executors, heirs, consultants, BCI primary point of contact also referred to as the PPC, assigns and representatives of every nature, from any and all accounts, allegations, claims, costs, debts, demands, expenses, injuries, liabilities, liens, losses or damages, obligations, rights, actions at law in equity or otherwise, and causes of action whatsoever including any third Party right to indemnity or contribution in reference to any claim related (whether directly or indirectly) to the action, known or unknown, suspected or unsuspected, and those that exist as well as those that may come into existence in the future against BCI. This release shall be construed as broadly as possible in favor of BCI. As to such matters being released, MYDX expressly waives and relinquishes any right or benefit, which he has or may have under the provisions of Section 1542 of the Civil Code of the State of California or under any similar statute or principle of common law, which provides as follows: \u201cA GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.\u201d MYDX and BCI, and each of them, hereby expressly, understand and acknowledge the significance and consequences of the foregoing specific waiver of said Section 1542. The Parties, and each of them, intentionally waive the provisions of Section 1542 upon the advice of his; her or its legal counsel, and each Party accepts full responsibility for any injury, damage or loss which may hereafter arise in respect of such releases, although unknown or unanticipated at the time of execution of this Agreement.", "references": ["Disclosures", "Warranties", "Intellectual Property", "Use Of Proceeds", "Fees", "Forfeitures", "Powers", "Waiver Of Jury Trials", "Compliance With Laws", "Submission To Jurisdiction", "Successors", "Insurances", "Venues", "Subsidiaries", "Modifications", "Qualifications", "Financial Statements", "Terminations", "Disability", "Further Assurances", "Base Salary", "Participations", "Brokers", "Representations", "Tax Withholdings", "Terms", "No Waivers", "Amendments", "Severability", "Headings", "Releases"], "gold": ["Releases"]}
+{"input": "The Administrative Agent shall have received all fees and other amounts due and payable pursuant to fee letters between the Borrower and the Joint Bookrunners in respect of this Agreement on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.", "references": ["Closings", "Indemnity", "Litigations", "Venues", "Assignments", "Benefits", "Titles", "Participations", "Vesting", "Withholdings", "Indemnifications", "Counterparts", "Cooperation", "Miscellaneous", "Existence", "Anti-Corruption Laws", "Interests", "Positions", "Solvency", "No Waivers", "Records", "Terminations", "Amendments", "General", "Disclosures", "Entire Agreements", "Binding Effects", "Enforcements", "Remedies", "Approvals", "Fees"], "gold": ["Fees"]}
+{"input": "The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written consent of the parties sought to be bound by such waiver, alteration, amendment or repeal.", "references": ["Consent To Jurisdiction", "Erisa", "Subsidiaries", "Modifications", "Benefits", "Confidentiality", "Construction", "Assigns", "Notices", "Qualifications", "Costs", "Interests", "Counterparts", "Brokers", "No Conflicts", "Cooperation", "Duties", "No Defaults", "Authorizations", "Agreements", "Approvals", "Liens", "Disclosures", "Sales", "Anti-Corruption Laws", "Death", "Titles", "Withholdings", "Severability", "Disability", "Amendments"], "gold": ["Amendments"]}
+{"input": "Distributions may be made to the Members at the times and in the amounts determined by the Board of Directors. Such distributions shall be made to the Members in proportion to their ratable holdings of Units as compared to the number of total Units outstanding (subject to Section 10(b)) ; provided that no distribution shall be made to a Member to the extent it would cause such Member to have a deficit capital account.", "references": ["Interests", "Adjustments", "Change In Control", "Venues", "Authority", "Terminations", "No Defaults", "Approvals", "Defined Terms", "Intellectual Property", "Confidentiality", "Brokers", "Remedies", "Books", "Survival", "Titles", "Non-Disparagement", "Duties", "Effective Dates", "Waivers", "Liens", "Agreements", "Records", "Transactions With Affiliates", "No Conflicts", "Applicable Laws", "Taxes", "Positions", "Indemnity", "Disclosures", "General"], "gold": ["General"]}
+{"input": "All obligations of the Company under the Plan and this Agreement, with respect to the Award, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.", "references": ["Amendments", "Books", "Applicable Laws", "Representations", "Indemnity", "Miscellaneous", "Qualifications", "Enforceability", "Waivers", "Authorizations", "Approvals", "Arbitration", "Solvency", "Costs", "Jurisdictions", "Use Of Proceeds", "No Conflicts", "Governing Laws", "Vacations", "Further Assurances", "Withholdings", "Severability", "Venues", "Litigations", "Insurances", "Integration", "General", "Taxes", "Disability", "Consent To Jurisdiction", "Successors"], "gold": ["Successors"]}
+{"input": "THIS AGREEMENT AND (UNLESS EXPRESSLY INDICATING OTHERWISE) EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK .", "references": ["Consent To Jurisdiction", "Taxes", "Expenses", "Death", "Financial Statements", "Change In Control", "Counterparts", "Sales", "Entire Agreements", "Successors", "Non-Disparagement", "Terminations", "Construction", "Remedies", "Brokers", "Participations", "Duties", "Powers", "Use Of Proceeds", "Effective Dates", "Capitalization", "Waivers", "Authorizations", "Erisa", "Consents", "Adjustments", "Terms", "Headings", "Releases", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.", "references": ["Base Salary", "Cooperation", "Non-Disparagement", "Integration", "Definitions", "Liens", "Warranties", "Disability", "Further Assurances", "Insurances", "No Waivers", "Successors", "Benefits", "Qualifications", "Specific Performance", "Representations", "Submission To Jurisdiction", "Terms", "Financial Statements", "Books", "Confidentiality", "Indemnity", "Effective Dates", "Payments", "Releases", "Adjustments", "Survival", "Enforceability", "Titles", "Solvency", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be terminated at any time prior to the Closing by written agreement of all of the parties hereto. Unless extended by written agreement of all of the parties hereto, this Agreement shall terminate on March 31, 2018 in the event that the Closing has not occurred by such date.", "references": ["No Waivers", "Successors", "Closings", "Entire Agreements", "Further Assurances", "Titles", "Tax Withholdings", "Transactions With Affiliates", "Binding Effects", "Intellectual Property", "Amendments", "Use Of Proceeds", "Waivers", "Litigations", "Notices", "Subsidiaries", "Assigns", "Waiver Of Jury Trials", "Books", "Change In Control", "Terms", "Taxes", "Agreements", "Indemnity", "Representations", "Survival", "Adjustments", "Fees", "Base Salary", "Jurisdictions", "Terminations"], "gold": ["Terminations"]}
+{"input": "The validity of the Plan or any of its provisions will be determined under and will be construed according to federal law and, to the extent permissible, according to the internal laws of the state of Illinois. If any provision of the Plan is held illegal or invalid for any reason, such determination will not affect the remaining provisions of the Plan and the Plan will be construed and enforced as if said illegal or invalid provision had never been included.", "references": ["Closings", "Adjustments", "Publicity", "Base Salary", "Consent To Jurisdiction", "Entire Agreements", "Tax Withholdings", "Duties", "Compliance With Laws", "Waivers", "Integration", "Intellectual Property", "Costs", "Erisa", "Interpretations", "Counterparts", "Confidentiality", "Headings", "Further Assurances", "Effective Dates", "Defined Terms", "Vacations", "Taxes", "Arbitration", "Authorizations", "No Defaults", "Employment", "Sales", "Definitions", "Disclosures", "Construction"], "gold": ["Construction"]}
+{"input": "Franchisee shall ensure that the Smaaash Centres shall be set up, established, operated, managed, advertised, marketed, promoted, publicized and otherwise exploited, in accordance with all applicable laws and regulations in the Territory, including without limitation, all customs requirements and country of origin regulations.", "references": ["Duties", "Arbitration", "Employment", "Brokers", "Indemnifications", "Sales", "Taxes", "Solvency", "Disability", "Closings", "Consents", "Death", "Agreements", "Waivers", "Positions", "Enforcements", "Qualifications", "Subsidiaries", "Warranties", "No Defaults", "Consent To Jurisdiction", "Authorizations", "Benefits", "Amendments", "Change In Control", "Base Salary", "Litigations", "Terminations", "Financial Statements", "Expenses", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The representations and warranties of the Stockholders contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.", "references": ["Closings", "Sales", "Interests", "Solvency", "Integration", "Venues", "Subsidiaries", "Authorizations", "Financial Statements", "Amendments", "Duties", "Vacations", "Cooperation", "Erisa", "Arbitration", "Successors", "Representations", "Organizations", "Insurances", "Indemnity", "Expenses", "Existence", "Benefits", "Approvals", "Change In Control", "Binding Effects", "Death", "Counterparts", "Confidentiality", "Enforceability", "Warranties"], "gold": ["Warranties"]}
+{"input": "Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which they were made and shall also be true in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of the time of the making of such Loan or issuance of such Letters of Credit, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing.", "references": ["Costs", "Publicity", "Applicable Laws", "Disability", "Effectiveness", "Interpretations", "Consents", "Expenses", "Adjustments", "No Waivers", "Employment", "Headings", "Severability", "Confidentiality", "Existence", "Definitions", "Non-Disparagement", "Titles", "Cooperation", "Enforcements", "Positions", "Insurances", "Taxes", "Binding Effects", "Survival", "Modifications", "Representations", "Amendments", "Transactions With Affiliates", "Venues", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement, together with the Change in Control Agreement, sets forth all the terms and conditions with respect to compensation, remuneration of payments and benefits due Executive from Company and supersedes and replaces any and all other agreements or understandings Executive may have or may have had with respect thereto. This Agreement may not be modified or amended except in writing and signed by both Executive and an authorized representative of Company.", "references": ["Sanctions", "Payments", "Waiver Of Jury Trials", "Tax Withholdings", "Transactions With Affiliates", "Enforceability", "Jurisdictions", "No Defaults", "Withholdings", "Applicable Laws", "Positions", "Cooperation", "Integration", "Duties", "Headings", "Specific Performance", "General", "Further Assurances", "Venues", "Submission To Jurisdiction", "Effectiveness", "Disclosures", "Liens", "Subsidiaries", "Warranties", "Confidentiality", "Consent To Jurisdiction", "Capitalization", "Agreements", "Non-Disparagement", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, nonpublic information regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined in the Securities Purchase Agreement) pursuant to a Current Report on Form 8-K.", "references": ["Solvency", "Cooperation", "Definitions", "Compliance With Laws", "Qualifications", "Adjustments", "Confidentiality", "Miscellaneous", "Employment", "Binding Effects", "Waiver Of Jury Trials", "Intellectual Property", "Releases", "Headings", "Indemnity", "Jurisdictions", "Vacations", "Survival", "Positions", "Transactions With Affiliates", "Subsidiaries", "Publicity", "Consents", "Modifications", "Payments", "Severability", "Insurances", "Disability", "Costs", "Powers", "Notices"], "gold": ["Notices"]}
+{"input": "Each Party shall not enter into any agreement with any Third Party that is in conflict with the rights, licenses and obligations under this Agreement, and has not taken and shall not take any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement.", "references": ["Use Of Proceeds", "No Defaults", "Consents", "Consent To Jurisdiction", "Sales", "Transactions With Affiliates", "Authority", "Confidentiality", "Sanctions", "Notices", "Tax Withholdings", "Integration", "Duties", "Terms", "Releases", "Brokers", "General", "Withholdings", "Waivers", "Headings", "Liens", "Warranties", "Closings", "Forfeitures", "Venues", "Powers", "Applicable Laws", "Death", "Indemnifications", "Entire Agreements", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws that would require the application of the laws of any other jurisdiction. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.", "references": ["Submission To Jurisdiction", "Litigations", "Representations", "Payments", "Warranties", "Consents", "Employment", "Further Assurances", "Intellectual Property", "Expenses", "Solvency", "Financial Statements", "Assigns", "Sales", "Change In Control", "Vacations", "No Defaults", "Approvals", "Adjustments", "Authorizations", "Anti-Corruption Laws", "Modifications", "Indemnity", "Sanctions", "Titles", "Organizations", "Consent To Jurisdiction", "Subsidiaries", "No Conflicts", "Releases", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If the Aggregate Revolving Credit Commitments are increased or term loan commitments are established in accordance with this Section 2.15(a) , the Administrative Agent and the Borrower shall determine the effective date (the \u201c Increase Effective Date \u201d) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.", "references": ["Amendments", "Solvency", "Notices", "Assignments", "Construction", "Payments", "Jurisdictions", "General", "Erisa", "Enforceability", "Forfeitures", "Terminations", "Tax Withholdings", "Powers", "Publicity", "Successors", "Litigations", "Employment", "Indemnifications", "Use Of Proceeds", "Records", "Financial Statements", "Authority", "Benefits", "Headings", "Liens", "Further Assurances", "Withholdings", "Sanctions", "Severability", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "All representations and warranties contained in or made in connection with this Agreement and the other Loan Documents shall survive the execution and delivery of this Agreement.", "references": ["Change In Control", "Releases", "Transactions With Affiliates", "Costs", "No Waivers", "Insurances", "Non-Disparagement", "Waiver Of Jury Trials", "Assignments", "Base Salary", "Definitions", "Counterparts", "Forfeitures", "Use Of Proceeds", "Adjustments", "Integration", "Effectiveness", "Confidentiality", "Entire Agreements", "Records", "Indemnifications", "Authority", "Indemnity", "Effective Dates", "No Defaults", "Expenses", "Fees", "Consents", "Remedies", "Severability", "Survival"], "gold": ["Survival"]}
+{"input": "This Amendment may be executed and delivered in individual, duplicate counterparts, which together shall constitute one (1)\u00a0instrument, and any faxed, PDF\u2019d or electronic signatures shall be deemed original signatures.", "references": ["Successors", "Insurances", "Further Assurances", "Benefits", "Adjustments", "Forfeitures", "Costs", "General", "Waiver Of Jury Trials", "Construction", "Interests", "Miscellaneous", "Change In Control", "Defined Terms", "Survival", "Disability", "Interpretations", "Governing Laws", "Cooperation", "No Conflicts", "Effective Dates", "Positions", "Fees", "Compliance With Laws", "Erisa", "No Waivers", "Venues", "Sanctions", "Modifications", "Disclosures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All payments made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Agent at the place and time provided for in the Credit Agreement on the date that is five (5) days after written demand therefor to such Guarantor by the Agent.", "references": ["Representations", "Agreements", "No Defaults", "Defined Terms", "Notices", "Organizations", "Transactions With Affiliates", "Positions", "Expenses", "Jurisdictions", "Waivers", "Forfeitures", "Further Assurances", "Entire Agreements", "Counterparts", "Use Of Proceeds", "Anti-Corruption Laws", "Financial Statements", "Remedies", "Authority", "Closings", "Subsidiaries", "Integration", "Interests", "Authorizations", "Titles", "Sanctions", "Cooperation", "No Waivers", "Enforcements", "Payments"], "gold": ["Payments"]}
+{"input": "All representations and warranties made by EPHS in this Agreement shall be true and correct on and as of the Closing Date as if again made by EPHS as of such date.", "references": ["Cooperation", "Titles", "Defined Terms", "Disclosures", "Survival", "Releases", "Agreements", "Further Assurances", "Modifications", "Non-Disparagement", "Duties", "General", "Miscellaneous", "Tax Withholdings", "Jurisdictions", "Fees", "Records", "Forfeitures", "Publicity", "Assigns", "Binding Effects", "Brokers", "Specific Performance", "Employment", "Indemnifications", "Counterparts", "Successors", "Litigations", "Benefits", "Payments", "Representations"], "gold": ["Representations"]}
+{"input": "The execution and delivery of the Transaction Documents (the \u201c Closing \u201d) shall occur at the offices of Company at 10:00 a.m.\u00a0(local time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.", "references": ["Fees", "Payments", "Expenses", "Enforcements", "Anti-Corruption Laws", "Base Salary", "No Waivers", "Costs", "Consents", "Disability", "Tax Withholdings", "Existence", "Further Assurances", "Agreements", "General", "Erisa", "Sanctions", "Venues", "Interpretations", "Effectiveness", "Amendments", "Applicable Laws", "Death", "Entire Agreements", "Disclosures", "Authority", "Representations", "Enforceability", "Cooperation", "Vacations", "Closings"], "gold": ["Closings"]}
+{"input": "The Employee shall not, while employed by the Company or at any time thereafter, disparage the Company (or any affiliate) in any way that materially and adversely affects the goodwill, reputation or business relationships of the Company or the affiliate with the public generally, or with any of its customers, vendors or employees. The Company shall not (and shall use reasonable efforts to procure that its directors and officers shall not) disparage the Employee in any way that materially and adversely affects him or his reputation or business relationships. Notwithstanding the foregoing, this Section shall not prohibit either Party from rebutting claims or statements made by any other person.", "references": ["Erisa", "Costs", "Modifications", "Vacations", "Books", "Existence", "Specific Performance", "Representations", "Death", "Use Of Proceeds", "Withholdings", "Defined Terms", "Venues", "Jurisdictions", "Participations", "Change In Control", "Qualifications", "Duties", "Brokers", "Approvals", "Warranties", "Effective Dates", "Arbitration", "Liens", "Powers", "Releases", "Assignments", "Indemnity", "Disability", "Transactions With Affiliates", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Each of DPL, QPAGOS and IPS agree that no public release or announcement concerning the transactions contemplated hereby shall be issued without the advance approval of the other parties; and no such approval shall be unreasonably conditioned, withheld or delayed.", "references": ["Entire Agreements", "Headings", "Positions", "Confidentiality", "Effectiveness", "Indemnity", "Remedies", "Waivers", "Sales", "Intellectual Property", "Applicable Laws", "Representations", "Liens", "Records", "Financial Statements", "Adjustments", "Vacations", "Books", "No Defaults", "Submission To Jurisdiction", "General", "Assignments", "Governing Laws", "Qualifications", "Insurances", "Consent To Jurisdiction", "No Waivers", "Miscellaneous", "Transactions With Affiliates", "Severability", "Publicity"], "gold": ["Publicity"]}
+{"input": "This 2018-3 Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.", "references": ["Compliance With Laws", "Insurances", "Terms", "Non-Disparagement", "Duties", "Approvals", "Headings", "Subsidiaries", "Benefits", "Closings", "Survival", "Assignments", "Venues", "No Conflicts", "Modifications", "Powers", "Miscellaneous", "Waivers", "Definitions", "Successors", "Participations", "Records", "Vesting", "Remedies", "Releases", "Sales", "Erisa", "Cooperation", "Publicity", "Applicable Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "WARN NY WARN or implied contract, tort (whether negligent or intentional), wrongful discharge, constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and any claim for fraud, omission, or misrepresentation. The Executive also agrees that he is giving up and forever releasing any right that he may have to attorneys\u2019 fees for any of the rights and claims described in this Release.", "references": ["Positions", "Terms", "Definitions", "Agreements", "Releases", "Effectiveness", "Modifications", "Powers", "Binding Effects", "Base Salary", "Arbitration", "Assigns", "Integration", "Representations", "Remedies", "Litigations", "Duties", "Employment", "Disclosures", "No Conflicts", "Consents", "Waiver Of Jury Trials", "Terminations", "Publicity", "Death", "No Defaults", "Authorizations", "Successors", "Defined Terms", "Non-Disparagement", "Erisa"], "gold": ["Erisa"]}
+{"input": "Before taking any action which would result in an adjustment in the number of Reserved Shares for which the Rights provides for, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.", "references": ["Subsidiaries", "Cooperation", "Assigns", "Interests", "Employment", "Indemnity", "Compliance With Laws", "Fees", "Erisa", "Change In Control", "Applicable Laws", "Jurisdictions", "Anti-Corruption Laws", "Effective Dates", "Miscellaneous", "Disability", "Defined Terms", "Successors", "Books", "Intellectual Property", "No Defaults", "Records", "Venues", "Benefits", "Enforceability", "Vacations", "Representations", "Publicity", "Non-Disparagement", "Amendments", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition.", "references": ["Governing Laws", "Notices", "Indemnifications", "Headings", "Intellectual Property", "Non-Disparagement", "Arbitration", "Costs", "Remedies", "Closings", "Waiver Of Jury Trials", "Powers", "Solvency", "Disclosures", "Existence", "Anti-Corruption Laws", "Interests", "Agreements", "Confidentiality", "Tax Withholdings", "Releases", "Capitalization", "Duties", "General", "Indemnity", "Entire Agreements", "Employment", "Effectiveness", "Miscellaneous", "Modifications", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement shall not be assigned by any party hereto without the written consent of Secured Party. Secured Party may assign its rights hereunder to assignees, or to participants in the Note in accordance with the Loan Documents. This Agreement shall be binding on, and inure to the benefit of, the parties to it and their respective legal representatives, successors and permitted assigns.", "references": ["Disclosures", "Anti-Corruption Laws", "Participations", "Binding Effects", "Releases", "No Waivers", "Intellectual Property", "Death", "Jurisdictions", "Defined Terms", "Litigations", "Titles", "Solvency", "No Conflicts", "Closings", "Notices", "Survival", "Further Assurances", "Applicable Laws", "Enforcements", "Powers", "Transactions With Affiliates", "Financial Statements", "Existence", "Sanctions", "Authority", "Amendments", "Compliance With Laws", "Disability", "Specific Performance", "Assignments"], "gold": ["Assignments"]}
+{"input": "Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a \u201c Sale and Lease-Back Transaction \u201d); provided , that a Sale and Lease-Back Transaction shall be permitted (a)\u00a0with respect to (i)\u00a0Excluded Property, (ii)\u00a0property owned by the Borrower or any Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 180 days of the acquisition of such property or (iii)\u00a0property owned by any Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b)\u00a0with respect to any other property owned by the Borrower or any Subsidiary Loan Party, (x)\u00a0if at the time the lease in connection therewith is entered into, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y)\u00a0with respect to any such Sale and Lease-Back Transaction pursuant to this clause (b)\u00a0with aggregate Net Proceeds in excess of $5,000,000, the Borrower or the applicable Subsidiary Loan Party shall receive at least fair market value (as determined in good faith by the Borrower) or, if not for fair market value, the shortfall is permitted as an Investment under Section\u00a06.04, and (z)\u00a0the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section\u00a02.11(b).", "references": ["Amendments", "Waivers", "Payments", "Terminations", "Vacations", "Insurances", "Definitions", "Waiver Of Jury Trials", "Compliance With Laws", "No Waivers", "Enforceability", "Remedies", "Jurisdictions", "Disclosures", "Participations", "Withholdings", "Further Assurances", "Arbitration", "Enforcements", "Titles", "Forfeitures", "Representations", "Indemnity", "No Defaults", "Existence", "Terms", "No Conflicts", "Employment", "Closings", "Confidentiality", "Sales"], "gold": ["Sales"]}
+{"input": "(a) \u00a0ABR Borrowings . The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.", "references": ["Employment", "Authority", "Use Of Proceeds", "No Waivers", "Existence", "Death", "Venues", "Compliance With Laws", "Positions", "Terminations", "Subsidiaries", "Participations", "Erisa", "Indemnity", "Payments", "Titles", "Submission To Jurisdiction", "Remedies", "Effectiveness", "Releases", "No Conflicts", "Liens", "Warranties", "General", "Interpretations", "Arbitration", "Assignments", "Costs", "Withholdings", "Vacations", "Interests"], "gold": ["Interests"]}
+{"input": "All of the information, records, books and data to which each Party and/or their respective representatives are given access as set forth above including, but not limited to, that which relates to the terms of any draft of the Definitive Agreement and the terms, conditions and existence of this Agreement and all discussions between the Parties (the \u201c Confidential Information \u201d), will be used by such Party solely for the purpose of analyzing the Transaction and the Parties hereto and will be treated on a confidential basis. Each of the Parties covenants to each other that they will not at any time, other than in accordance with the terms of this Agreement, disclose the Confidential Information of the other to any person or entity without the prior written approval of the disclosing Party, or use any such Confidential Information for any purpose, other than for the specific purpose of evaluating and negotiating the terms of the Transaction, unless specifically pre-approved in writing by the disclosing Party, subject to required disclosure to regulatory authorities and as otherwise required by the rules of any stock exchange which may be applicable. None of the Parties will make any public announcement concerning the Transaction or related negotiations without the other Parties\u2019 prior written approval (such approval not to be unreasonably withheld), except as may be required by law or the policies of any stock exchange in circumstances where prior consultation with the other Party is not practicable and a copy of such announcement is provided to the other Party.", "references": ["Binding Effects", "Transactions With Affiliates", "Subsidiaries", "Interests", "Compliance With Laws", "Duties", "Intellectual Property", "Sales", "Entire Agreements", "Submission To Jurisdiction", "Employment", "Titles", "Adjustments", "Tax Withholdings", "Waivers", "Effectiveness", "Headings", "Records", "Indemnity", "Approvals", "Successors", "No Defaults", "Benefits", "Further Assurances", "Miscellaneous", "Notices", "Participations", "Organizations", "Sanctions", "Vacations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Second Amendment, the other Loan Documents and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent with respect thereto, in accordance with Section\u00a09.04 of the Credit Agreement.\u00a0 The agreement set forth in this Section\u00a08.04 shall survive the termination of this Second Amendment and the Credit Agreement.", "references": ["Indemnifications", "Anti-Corruption Laws", "Use Of Proceeds", "Records", "Effectiveness", "Costs", "Effective Dates", "Jurisdictions", "Entire Agreements", "Erisa", "Consents", "Enforceability", "Remedies", "Intellectual Property", "Miscellaneous", "Defined Terms", "Payments", "Forfeitures", "Releases", "Financial Statements", "Integration", "Interpretations", "Definitions", "Binding Effects", "Terminations", "Duties", "Authorizations", "Non-Disparagement", "Publicity", "Fees", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to its conflict of law rules.", "references": ["Transactions With Affiliates", "Disability", "Agreements", "Disclosures", "Headings", "Arbitration", "Indemnifications", "Amendments", "Consents", "Records", "Jurisdictions", "Participations", "Binding Effects", "Organizations", "Assignments", "Remedies", "Positions", "Powers", "Financial Statements", "Indemnity", "Counterparts", "Integration", "Assigns", "Fees", "Further Assurances", "Authority", "Interpretations", "Approvals", "Insurances", "Enforcements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "In the event of any actual or threatened default or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are or are to be thereby aggrieved shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in each case (a) without the requirement of posting any bond or other indemnity and (b) in addition to any other remedy to which it or they may be entitled, at Law or in equity.\u00a0 Such remedies shall be cumulative with and not exclusive of and shall be in addition to any other remedies which any party may have under this Agreement, or at Law or in equity or otherwise, and the exercise by a party hereto of any one remedy shall not preclude the exercise of any other remedy.", "references": ["No Defaults", "Forfeitures", "Headings", "Miscellaneous", "General", "Defined Terms", "Effectiveness", "Further Assurances", "Agreements", "Vesting", "Interpretations", "Death", "Representations", "Counterparts", "Waiver Of Jury Trials", "Books", "Confidentiality", "Capitalization", "Titles", "Employment", "Submission To Jurisdiction", "Construction", "No Waivers", "Use Of Proceeds", "Notices", "Successors", "Enforcements", "Publicity", "Warranties", "Qualifications", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Unless otherwise defined in this Amendment, terms used in this Amendment that are not defined herein and are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement.", "references": ["Expenses", "Taxes", "Records", "Confidentiality", "Miscellaneous", "Terms", "Remedies", "Warranties", "General", "Duties", "Vesting", "Forfeitures", "Tax Withholdings", "Liens", "Approvals", "Interests", "Qualifications", "Existence", "Authority", "Base Salary", "Transactions With Affiliates", "Waivers", "Disclosures", "Counterparts", "Submission To Jurisdiction", "Consents", "No Waivers", "Brokers", "Consent To Jurisdiction", "Representations", "Definitions"], "gold": ["Definitions"]}
+{"input": "No failure by any Lender, the L/C Issuer or Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.\u00a0 The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.", "references": ["Duties", "General", "Solvency", "Litigations", "Arbitration", "Non-Disparagement", "Approvals", "Waivers", "Venues", "Defined Terms", "Enforcements", "Publicity", "Representations", "Anti-Corruption Laws", "Expenses", "Indemnifications", "Disability", "Submission To Jurisdiction", "Counterparts", "Effectiveness", "Amendments", "Books", "Cooperation", "Further Assurances", "Withholdings", "Benefits", "Forfeitures", "Positions", "Powers", "Qualifications", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, administrators, personal representatives, successors and assigns.", "references": ["Releases", "Death", "Further Assurances", "Base Salary", "Specific Performance", "Remedies", "Effective Dates", "Organizations", "General", "Employment", "Authorizations", "Participations", "Miscellaneous", "Assigns", "Withholdings", "Forfeitures", "Confidentiality", "Liens", "Subsidiaries", "Enforcements", "Arbitration", "Taxes", "Governing Laws", "Closings", "Litigations", "Jurisdictions", "Consents", "Fees", "Approvals", "Titles", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section \u00a010.02 of the Credit Agreement.", "references": ["Benefits", "Books", "Defined Terms", "Base Salary", "No Conflicts", "Integration", "Powers", "Definitions", "Taxes", "Financial Statements", "Brokers", "Interpretations", "Interests", "Sanctions", "Releases", "Employment", "Records", "Existence", "Fees", "Waiver Of Jury Trials", "Organizations", "Entire Agreements", "Closings", "Terms", "Submission To Jurisdiction", "Litigations", "Tax Withholdings", "Enforcements", "Jurisdictions", "Enforceability", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall terminate upon the written agreement of all the Stockholders.", "references": ["Change In Control", "Headings", "Withholdings", "Compliance With Laws", "Capitalization", "Further Assurances", "Miscellaneous", "Publicity", "Entire Agreements", "Effectiveness", "Tax Withholdings", "Integration", "Subsidiaries", "Counterparts", "Financial Statements", "Costs", "Construction", "Interests", "Organizations", "Intellectual Property", "Warranties", "Participations", "Fees", "Enforcements", "Authorizations", "Governing Laws", "Closings", "Releases", "Titles", "Taxes", "Terminations"], "gold": ["Terminations"]}
+{"input": "Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.\u00a0\u00a0No amendment will adversely affect your rights under this Agreement without your consent. Notwithstanding the forgoing, to the extent necessary to preserve Kroger\u2019s federal tax deduction that would otherwise be denied due to Section\u00a0162(m) of the Internal Revenue Code (applicable only to certain top senior executives), Kroger may elect (without your consent) to delay delivery of your award Shares until 30 days following your termination of employment.\u00a0\u00a0If Kroger so elects to delay payment, all other deferred compensation payments for the year that would be nondeductible under Section 162(m) also will be delayed to avoid negative tax consequences to you.", "references": ["Governing Laws", "Disability", "Consents", "Submission To Jurisdiction", "Consent To Jurisdiction", "Interests", "Agreements", "Disclosures", "Assigns", "Confidentiality", "Arbitration", "Litigations", "Specific Performance", "Intellectual Property", "Withholdings", "Counterparts", "Authority", "No Conflicts", "Authorizations", "Records", "Liens", "Indemnity", "Tax Withholdings", "Books", "Indemnifications", "Payments", "Effectiveness", "Organizations", "Miscellaneous", "Enforceability", "Amendments"], "gold": ["Amendments"]}
+{"input": "Upon the occurrence and during the continuance of any Event of Default or upon any termination of this Agreement as a result of an Event of Default, then Lender and each Lender Affiliate shall have all of its rights and remedies under this Agreement, the other Loan Documents or otherwise under law. In addition to, and without limitation of, any rights of Lender and each Lender Affiliate under applicable law, if any Event of Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other indebtedness at any time held or owing by Lender and each Lender Affiliate to or for the credit or account of Borrower may be offset and applied toward the payment of the Obligations of Borrower to Lender and each Lender Affiliate. Lender may, in its sole discretion, exercise alternately or cumulatively any of the remedies available hereunder or under any other document securing the Obligations, or at law or equity. The failure to exercise one or more of such remedies upon the happening of an Event of Default shall not constitute a waiver of the right to exercise the same at any subsequent time in respect of the same Event of Default or any other Event of Default. Neither the acceptance by Lender of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment, or any negotiation or discussion with Borrower, shall constitute a waiver of the right to exercise one or more of such remedies at that time or at any subsequent time or nullify any prior exercise of any remedy, except as and to the extent otherwise provided by law.", "references": ["Venues", "Cooperation", "Governing Laws", "Participations", "Existence", "Use Of Proceeds", "Closings", "Enforceability", "Insurances", "Erisa", "Publicity", "Indemnity", "Effective Dates", "Disability", "Survival", "Books", "Modifications", "Headings", "Indemnifications", "Sanctions", "Financial Statements", "Fees", "Further Assurances", "Payments", "Base Salary", "Severability", "Amendments", "Assigns", "Authorizations", "Brokers", "Remedies"], "gold": ["Remedies"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY).\u00a0\u00a0EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS, AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15 .", "references": ["Books", "Arbitration", "Confidentiality", "Consent To Jurisdiction", "Costs", "Approvals", "Releases", "Amendments", "Enforcements", "Interpretations", "Remedies", "Compliance With Laws", "General", "Consents", "Integration", "Defined Terms", "Non-Disparagement", "Powers", "Taxes", "Fees", "Representations", "Counterparts", "Agreements", "Use Of Proceeds", "Miscellaneous", "Terms", "Death", "Waivers", "Base Salary", "Vesting", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Plan shall become effective on the date it is approved by the Company's shareholders, which shall be considered the date of its adoption for purposes of Treasury Regulation \u00a71.422-2(b)(2)(i). No Awards shall be made under the Plan prior to its effective date. If the Company's shareholders fail to approve the Plan within 12 months of its approval by the Board, the Plan shall be of no further force or effect.", "references": ["Construction", "No Waivers", "Brokers", "Entire Agreements", "Change In Control", "Survival", "Enforceability", "Compliance With Laws", "Adjustments", "Sanctions", "Terminations", "Interpretations", "Definitions", "Expenses", "Costs", "Counterparts", "Forfeitures", "No Defaults", "Subsidiaries", "Consent To Jurisdiction", "Confidentiality", "Vesting", "Disclosures", "Waiver Of Jury Trials", "Assignments", "Miscellaneous", "Existence", "Books", "Representations", "Organizations", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "All disputes between or among any Persons arising out of or in any way connected with the Plan, this Agreement or the RSUs shall be solely and finally settled by the Committee, acting in good faith, the determination of which shall be final.\u00a0\u00a0 Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee\u2019s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to be resolved by the Committee.\u00a0 Each such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective ten (10) days after such mailing.", "references": ["Employment", "Further Assurances", "Books", "Expenses", "Modifications", "Transactions With Affiliates", "Liens", "Construction", "Use Of Proceeds", "Payments", "No Waivers", "Disability", "Taxes", "Solvency", "Interpretations", "Participations", "Indemnifications", "Sanctions", "Base Salary", "Defined Terms", "No Defaults", "Sales", "No Conflicts", "Existence", "Brokers", "Enforceability", "Jurisdictions", "Powers", "Warranties", "Authorizations", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "All prices for the Analyzer Products are \u201cnet amounts\u201d in US Dollars. Mindray is responsible for all insurance, freight, customs, duties, VAT, any foreign, federal, state or local taxes that may be applicable to bring the Analyzer Products to Heska\u2019s dock DDP, or DDP at Heska's Logistic Center Dock in Europe. (Incoterms 2010). Each Party shall be responsible for their own federal, state and local sales, use and income taxes and assessments, Value Added Taxes, and other taxes, fees, and duties.", "references": ["Compliance With Laws", "Jurisdictions", "Vesting", "Records", "Forfeitures", "Consents", "Titles", "Terms", "Litigations", "Further Assurances", "Solvency", "Sales", "Successors", "Enforcements", "Use Of Proceeds", "Approvals", "Disability", "Benefits", "Arbitration", "General", "Authorizations", "Indemnity", "Employment", "Tax Withholdings", "Organizations", "Assignments", "Venues", "Warranties", "Binding Effects", "Books", "Costs"], "gold": ["Costs"]}
+{"input": "The parties agree to execute and deliver any further instruments or perform any acts which are or may become necessary to effectuate the purposes of this Joinder Agreement.", "references": ["Insurances", "Effectiveness", "Financial Statements", "No Conflicts", "Releases", "Vesting", "Governing Laws", "Records", "Death", "Warranties", "Solvency", "Qualifications", "Remedies", "Titles", "Duties", "Defined Terms", "Powers", "Indemnifications", "Authority", "Capitalization", "Disclosures", "Vacations", "Waiver Of Jury Trials", "Use Of Proceeds", "Confidentiality", "Interests", "Employment", "Tax Withholdings", "Agreements", "Interpretations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Guaranty may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Guaranty by signing any such counterpart.", "references": ["Severability", "Survival", "Solvency", "Further Assurances", "Costs", "Specific Performance", "Terms", "Participations", "Indemnity", "Existence", "Disability", "Applicable Laws", "Interests", "Qualifications", "Miscellaneous", "Enforcements", "Compliance With Laws", "Sanctions", "Terminations", "Duties", "Capitalization", "Benefits", "Organizations", "Releases", "General", "Publicity", "Intellectual Property", "Vacations", "Vesting", "Remedies", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company shall on or before the third Trading Day following the Closing Date, file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto with the Commission (\u201c Form 8-K \u201d). The Company and each Purchaser shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market unless the name of such Purchaser is already included in the body of the Transaction Documents, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and any registration statement contemplated by the Registration Rights Agreement, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).", "references": ["Effective Dates", "Indemnifications", "Taxes", "Further Assurances", "Change In Control", "Anti-Corruption Laws", "Jurisdictions", "Construction", "Tax Withholdings", "Applicable Laws", "Sanctions", "Effectiveness", "Existence", "Interpretations", "Erisa", "Indemnity", "Successors", "Brokers", "Subsidiaries", "Participations", "Agreements", "Organizations", "Integration", "Assigns", "Terminations", "Disclosures", "Severability", "Costs", "Powers", "Payments", "Publicity"], "gold": ["Publicity"]}
+{"input": "All claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed by the laws of the State of Florida without regard to choice of law considerations.", "references": ["Defined Terms", "Sales", "Miscellaneous", "Vesting", "Transactions With Affiliates", "Indemnifications", "Enforcements", "Authorizations", "Headings", "Taxes", "Indemnity", "Terminations", "Effective Dates", "Financial Statements", "Disclosures", "Litigations", "Submission To Jurisdiction", "Waivers", "Existence", "Assigns", "Binding Effects", "Payments", "Subsidiaries", "Terms", "Publicity", "Interests", "Books", "Participations", "Authority", "Erisa", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Buyer and Guarantor agree that, effective as of the date hereof, the terms and provisions of the Substitute Guaranty shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Guaranty. This Guaranty is not intended to and shall not constitute a novation or termination of the obligations and liabilities of Guarantor under the Substitute Guaranty and the other Transaction Documents as in effect prior to the date hereof. All obligations and liabilities of Guarantor under the Substitute Guaranty and the other Transaction Documents remain in full force and effect and shall continue as obligations and liabilities of Guarantor under (and shall be governed by the terms of) this Guaranty and the other Transaction Documents. Without limiting the foregoing, upon the effectiveness hereof, all references in the Transaction Documents to the \u201cGuaranty\u201d shall be deemed to refer to this Guaranty.", "references": ["Use Of Proceeds", "Insurances", "Organizations", "Enforcements", "Representations", "Publicity", "Costs", "Compliance With Laws", "Severability", "Payments", "Benefits", "Qualifications", "Waivers", "No Defaults", "Remedies", "Base Salary", "Sales", "Waiver Of Jury Trials", "Capitalization", "Disability", "Brokers", "Integration", "Assigns", "Governing Laws", "Modifications", "Interests", "Miscellaneous", "Enforceability", "Anti-Corruption Laws", "Notices", "Amendments"], "gold": ["Amendments"]}
+{"input": "The proceeds of the Loans will be used only for (a) the payment of fees and expenses payable in connection with the Transactions, (b) to finance the Refinancing and (c) for other general corporate purposes of the Borrower and its Subsidiaries.", "references": ["Warranties", "Capitalization", "Costs", "Enforcements", "Terminations", "Insurances", "Enforceability", "Agreements", "Indemnifications", "Solvency", "Fees", "Vacations", "Intellectual Property", "No Defaults", "Venues", "Releases", "Adjustments", "Subsidiaries", "Cooperation", "Successors", "Tax Withholdings", "Positions", "Consents", "Disability", "Authority", "Participations", "Compliance With Laws", "Liens", "Arbitration", "Vesting", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "All remedies hereunder are cumulative, are in addition to any other remedies provided for by law and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.\u00a0 The Executive acknowledges that in the event of a breach of any of the Executive\u2019s covenants contained in Sections 8 or 9, the Company shall be entitled to immediate relief enjoining such violations in any court or before any judicial body having jurisdiction over such a claim.", "references": ["Non-Disparagement", "No Conflicts", "Indemnifications", "No Waivers", "Powers", "Amendments", "Transactions With Affiliates", "Sanctions", "Existence", "Sales", "General", "Releases", "Liens", "Base Salary", "Jurisdictions", "Use Of Proceeds", "Disclosures", "Miscellaneous", "Entire Agreements", "Further Assurances", "Change In Control", "Terms", "Agreements", "Adjustments", "Withholdings", "Vesting", "Consent To Jurisdiction", "Disability", "Benefits", "Successors", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Loan Modification Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Loan Modification Agreement by telefacsimile or other method of electronic transmission shall have the same force and effect as the delivery of an original executed counterpart of this Loan Modification Agreement. In making proof of this Loan Modification Agreement, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties thereto.", "references": ["Waivers", "Jurisdictions", "Releases", "Erisa", "Confidentiality", "Submission To Jurisdiction", "Forfeitures", "Enforceability", "Use Of Proceeds", "Entire Agreements", "Sanctions", "Base Salary", "Qualifications", "Disclosures", "Closings", "Representations", "Survival", "Withholdings", "Waiver Of Jury Trials", "Powers", "Authorizations", "Sales", "Insurances", "Integration", "Duties", "Venues", "Vesting", "No Waivers", "Participations", "Amendments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant\u2019s signature line on this Agreement (as may be updated from time to time by written notice from the Participant). All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.", "references": ["Publicity", "Terminations", "Construction", "Duties", "Disability", "Severability", "Terms", "Arbitration", "Forfeitures", "Records", "Interests", "Tax Withholdings", "Amendments", "Litigations", "Solvency", "Vesting", "Interpretations", "Vacations", "Titles", "Indemnity", "Venues", "Releases", "Binding Effects", "Taxes", "Jurisdictions", "Qualifications", "Confidentiality", "Specific Performance", "Assigns", "Approvals", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive\u2019s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive\u2019s relationship with the Company, with the exception of the Confidentiality Agreement, Section 7 of the Employment Agreement (except as modified herein) and the Stock Agreements (except as modified herein).", "references": ["Venues", "Terms", "Intellectual Property", "Assignments", "Liens", "Records", "Qualifications", "Authorizations", "Confidentiality", "Sales", "Duties", "Payments", "Authority", "Further Assurances", "No Defaults", "Defined Terms", "Insurances", "Litigations", "Solvency", "Disclosures", "Enforcements", "Governing Laws", "No Conflicts", "Sanctions", "Vesting", "Definitions", "Approvals", "Adjustments", "Vacations", "Binding Effects", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECOND AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FIRST AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9 .", "references": ["Sales", "Vacations", "Waivers", "Amendments", "Definitions", "Compliance With Laws", "Qualifications", "Subsidiaries", "Existence", "Use Of Proceeds", "Enforcements", "Interpretations", "Non-Disparagement", "Binding Effects", "Powers", "Entire Agreements", "Organizations", "Tax Withholdings", "Venues", "Authorizations", "Miscellaneous", "Cooperation", "Counterparts", "Governing Laws", "Books", "Payments", "Costs", "Liens", "Anti-Corruption Laws", "Consent To Jurisdiction", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "For so long as Service Provider is providing any Services under this Agreement, and for three (3)\u00a0years thereafter (or such longer period as may be required under applicable Law or by either Party\u2019s document retention policies of which such Party is aware), Service Provider shall keep and maintain books, records, data, reports and all other information related to the provision of the Services, including all information related to the payment obligations hereunder, including any costs and expenses incurred in the provision of the Services, and which books, records, data, reports and other information shall be sufficient to enable Service Recipient to verify and substantiate Service Provider\u2019s invoicing of Charges therefor.\u00a0 Service Provider shall make such books, records, data, reports and other information reasonably available to any officer of, or other authorized Person designated by, Service Recipient for inspection and audit at the principal office of Service Provider, at reasonable times and on reasonable advance written request therefor, subject to the confidentiality provisions set forth herein.", "references": ["Tax Withholdings", "Agreements", "Waivers", "Withholdings", "Sanctions", "Litigations", "Assigns", "Financial Statements", "Anti-Corruption Laws", "No Waivers", "Severability", "Entire Agreements", "Sales", "Benefits", "Terminations", "Subsidiaries", "Adjustments", "Brokers", "Compliance With Laws", "Counterparts", "Authority", "Submission To Jurisdiction", "Employment", "Non-Disparagement", "Specific Performance", "Organizations", "No Defaults", "Integration", "Consent To Jurisdiction", "Use Of Proceeds", "Records"], "gold": ["Records"]}
+{"input": "All payments in cash to be made to the Holder shall be made in the lawful money of the United States of America in immediately available funds.", "references": ["Venues", "Enforcements", "Representations", "Taxes", "Notices", "Solvency", "Records", "Anti-Corruption Laws", "Closings", "Defined Terms", "Disclosures", "Waiver Of Jury Trials", "Successors", "Vesting", "Governing Laws", "Authorizations", "Amendments", "Miscellaneous", "Capitalization", "Integration", "Construction", "Intellectual Property", "Approvals", "Interpretations", "Vacations", "Modifications", "Assignments", "General", "Litigations", "Death", "Payments"], "gold": ["Payments"]}
+{"input": "The Units are unvested when granted, and will vest upon the first anniversary of the Date of Grant subject to Grantee\u2019s provision of Continuous Service to the Company through such date. In addition, to the extent not previously forfeited, all unvested Units will vest immediately upon: (a) the consummation of a Corporate Transaction provided that Grantee provides Continuous Service to the Company through the date of such Corporate Transaction; (b) the termination of Grantee\u2019s Continuous Service as a result of Grantee\u2019s death; or (c) the termination of Grantee\u2019s Continuous Service as a result of Grantee\u2019s Disability.", "references": ["Waiver Of Jury Trials", "Compliance With Laws", "Capitalization", "Releases", "Cooperation", "Disclosures", "Binding Effects", "Venues", "Liens", "Arbitration", "Terms", "Waivers", "Indemnity", "Sanctions", "Existence", "Books", "Integration", "Withholdings", "Subsidiaries", "Organizations", "Solvency", "Benefits", "Tax Withholdings", "Jurisdictions", "Governing Laws", "Expenses", "Assigns", "Notices", "Death", "Construction", "Vesting"], "gold": ["Vesting"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of approximately $1.383 million of Shares and Warrants. Each Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for \u201cDelivery Versus Payment\u201d settlement with the Company or its designees. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via \u201cDelivery Versus Payment\u201d (\u201c DVP \u201d) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers\u2019 names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).", "references": ["Terms", "Litigations", "Approvals", "Payments", "Insurances", "Venues", "Liens", "Notices", "Enforcements", "Amendments", "Severability", "Confidentiality", "Anti-Corruption Laws", "Applicable Laws", "Waiver Of Jury Trials", "Brokers", "Use Of Proceeds", "Titles", "Enforceability", "Vesting", "Construction", "Indemnity", "Change In Control", "Survival", "Disclosures", "Tax Withholdings", "No Defaults", "Interpretations", "Publicity", "Intellectual Property", "Closings"], "gold": ["Closings"]}
+{"input": "The obligations of the parties pursuant to Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17 and 18, as applicable, shall survive the termination of Executive\u2019s employment and any termination of this Agreement.", "references": ["Benefits", "Tax Withholdings", "Specific Performance", "Arbitration", "Compliance With Laws", "Insurances", "Indemnity", "Submission To Jurisdiction", "Change In Control", "Waiver Of Jury Trials", "Litigations", "Binding Effects", "Remedies", "Representations", "No Waivers", "Integration", "Use Of Proceeds", "Employment", "Costs", "Confidentiality", "Authorizations", "Closings", "Effectiveness", "Interpretations", "Disability", "Interests", "Titles", "Miscellaneous", "Publicity", "Headings", "Survival"], "gold": ["Survival"]}
+{"input": "Landlord and Tenant each represents to the other it has not dealt with any real estate broker, agent or finder with respect to this Third Amendment that would be entitled to a commission or other payment in connection with this Third Amendment, other than Colliers International (\u201c Tenant\u2019s Broker \u201d), representing Tenant. Landlord agrees to pay a commission to Tenant\u2019s Broker in connection with this Third Amendment, pursuant to a separate written agreement between Landlord and Tenant\u2019s Broker. This Section 16 shall survive the termination of this Third Amendment.", "references": ["Modifications", "Authorizations", "No Waivers", "Miscellaneous", "Enforcements", "Sales", "Terms", "Insurances", "Costs", "Publicity", "Titles", "Further Assurances", "Arbitration", "Benefits", "Severability", "Binding Effects", "Change In Control", "Notices", "Financial Statements", "Waivers", "Representations", "Confidentiality", "Intellectual Property", "Records", "No Defaults", "Sanctions", "Qualifications", "Compliance With Laws", "Fees", "Participations", "Brokers"], "gold": ["Brokers"]}
+{"input": "TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE HOLDER AND THE ISSUER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS ROYALTY RIGHT AGREEMENT.", "references": ["Headings", "Terms", "Solvency", "No Conflicts", "Construction", "Payments", "Integration", "Brokers", "Interests", "Governing Laws", "Waivers", "Confidentiality", "Taxes", "Jurisdictions", "Approvals", "Entire Agreements", "No Waivers", "Non-Disparagement", "Employment", "Use Of Proceeds", "Base Salary", "Indemnifications", "Amendments", "Change In Control", "Binding Effects", "No Defaults", "Authority", "Enforcements", "Definitions", "General", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent\u2019s legal counsel.", "references": ["Insurances", "Benefits", "Taxes", "Enforceability", "Titles", "Intellectual Property", "Death", "Fees", "Approvals", "Modifications", "Notices", "Forfeitures", "Governing Laws", "Withholdings", "Assignments", "Successors", "Employment", "Capitalization", "Brokers", "General", "Authority", "Adjustments", "Liens", "Remedies", "Integration", "Consent To Jurisdiction", "Effective Dates", "Defined Terms", "Construction", "Financial Statements", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Parent will, and will cause its Restricted Subsidiaries to, maintain proper books of record and account containing entries of all material financial transactions and matters involving the assets and business of the Parent and its Restricted Subsidiaries that are full, true and correct in all material respects and permit the preparation of consolidated financial statements in accordance with GAAP.", "references": ["Assigns", "Construction", "Disability", "Change In Control", "Counterparts", "Consents", "Effective Dates", "Benefits", "Vacations", "No Waivers", "Duties", "Anti-Corruption Laws", "Severability", "Arbitration", "Integration", "Waivers", "Transactions With Affiliates", "Approvals", "General", "Litigations", "Enforcements", "Compliance With Laws", "Payments", "Participations", "Headings", "Withholdings", "Existence", "Consent To Jurisdiction", "Qualifications", "Taxes", "Records"], "gold": ["Records"]}
+{"input": "Forman, Southwest and TBO are direct Subsidiaries of Mexco. Except as to the foregoing named Subsidiaries of Mexco, none of the Borrowers has any Subsidiaries. No Borrower is a member of any general or limited partnership, joint venture or association of any type whatsoever except (a) existing joint ventures with BTA Oil Producers, LLC and/or its Affiliates disclosed to the Lender on or before the date of this Loan Agreement, or (b) associations, joint ventures or other relationships (i) that are established pursuant to a standard form operating agreement or similar agreement or that are partnerships for purposes of federal income taxation only, (ii) that are not corporations or partnerships (or subject to the Uniform Partnership Act) under applicable state law, and (iii) whose businesses are limited to the same or similar businesses as now being conducted by the Borrowers.", "references": ["Capitalization", "Terms", "Non-Disparagement", "Remedies", "Modifications", "Base Salary", "Disclosures", "Litigations", "Publicity", "Amendments", "Submission To Jurisdiction", "Fees", "Indemnity", "Sales", "Records", "Entire Agreements", "Applicable Laws", "Sanctions", "Miscellaneous", "Binding Effects", "Effectiveness", "Participations", "Severability", "Enforcements", "Assignments", "Effective Dates", "Confidentiality", "Powers", "Waiver Of Jury Trials", "Intellectual Property", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Erisa", "Benefits", "Representations", "Books", "Payments", "Positions", "Anti-Corruption Laws", "Costs", "Submission To Jurisdiction", "Use Of Proceeds", "Consent To Jurisdiction", "Definitions", "Change In Control", "Integration", "Binding Effects", "Severability", "Withholdings", "General", "Waivers", "Insurances", "Remedies", "Litigations", "Amendments", "Subsidiaries", "Titles", "Assignments", "Successors", "Counterparts", "Organizations", "Cooperation", "Survival"], "gold": ["Survival"]}
+{"input": "The Company has the right to assign this Agreement, but Executive does not. This Agreement inures to the benefit of the successors and assigns of the Company, who are intended third party beneficiaries of this Agreement.", "references": ["Entire Agreements", "Anti-Corruption Laws", "Waivers", "Defined Terms", "Jurisdictions", "Releases", "Miscellaneous", "Insurances", "Costs", "Brokers", "Binding Effects", "Agreements", "Liens", "No Conflicts", "No Waivers", "Consents", "Expenses", "Survival", "Construction", "Positions", "Subsidiaries", "Effective Dates", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Non-Disparagement", "Counterparts", "Remedies", "Tax Withholdings", "Transactions With Affiliates", "Arbitration", "Assignments"], "gold": ["Assignments"]}
+{"input": "Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder, refer to this Agreement, describe such Default or Event of Default, and state that such notice is a \u201cnotice of default\u201d. In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Lender. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.", "references": ["Titles", "Representations", "Duties", "Transactions With Affiliates", "Counterparts", "Use Of Proceeds", "Positions", "Intellectual Property", "Authorizations", "Cooperation", "Tax Withholdings", "Financial Statements", "Disclosures", "Defined Terms", "Consents", "Anti-Corruption Laws", "Compliance With Laws", "Withholdings", "Existence", "Consent To Jurisdiction", "General", "Governing Laws", "Assignments", "Authority", "No Defaults", "Fees", "Effectiveness", "Employment", "Survival", "Death", "Notices"], "gold": ["Notices"]}
+{"input": "Each Loan Party shall maintain the security interest created by the Security Agreement as a perfected security interest (to the extent required by the Security Agreement) having at least the priority specified in the applicable Master Lease Intercreditor Agreement, subject to the rights of the Loan Parties under the Loan Documents to Transfer the Collateral.\u00a0\u00a0From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Administrative Agent for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the UCC (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby.", "references": ["Severability", "Assignments", "Titles", "Powers", "Solvency", "Defined Terms", "Notices", "Compliance With Laws", "Expenses", "Books", "Enforcements", "Disability", "Agreements", "Approvals", "Use Of Proceeds", "No Conflicts", "Submission To Jurisdiction", "Applicable Laws", "Effectiveness", "Tax Withholdings", "Miscellaneous", "Sales", "Indemnity", "Amendments", "Costs", "Consents", "Fees", "Liens", "Adjustments", "Forfeitures", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Executive shall serve as \"President\" reporting to the Company's Board of Directors (the\u00a0\" Board \"). In this role, the Executive shall be responsible for directing the Company with respect to strategic matters, with a primary focus on developing and implementing the Company\u2019s acquisition strategy. The Executive will also retain the title of Chairman Emeritus. The Executive's principal place of employment shall be 601 Carlson Parkway, Suite 990, Minnetonka, Minnesota 55305.", "references": ["Arbitration", "Subsidiaries", "Change In Control", "Agreements", "Base Salary", "Defined Terms", "Representations", "Fees", "Closings", "Authority", "Warranties", "Modifications", "Powers", "Entire Agreements", "Confidentiality", "Disability", "Payments", "No Defaults", "Consents", "Tax Withholdings", "Litigations", "Releases", "Liens", "Taxes", "Vesting", "Terminations", "Survival", "Definitions", "Adjustments", "Publicity", "General"], "gold": ["General"]}
+{"input": "Subject to Section 5.15 , the Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section\u00a05.10 hereof and Section 4.11 of the Security Agreement.", "references": ["Publicity", "Survival", "Consents", "Capitalization", "Financial Statements", "General", "No Conflicts", "Vacations", "Specific Performance", "Change In Control", "Taxes", "Waivers", "Jurisdictions", "Fees", "Positions", "Construction", "Terms", "Venues", "Releases", "Books", "Enforceability", "Base Salary", "Notices", "Authorizations", "Anti-Corruption Laws", "Applicable Laws", "Adjustments", "Qualifications", "Enforcements", "Costs", "Insurances"], "gold": ["Insurances"]}
+{"input": "EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH LOAN PARTY HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01 OF THE CREDIT AGREEMENT. EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.", "references": ["Assignments", "Use Of Proceeds", "Terms", "Non-Disparagement", "Applicable Laws", "Interpretations", "Enforceability", "No Waivers", "Assigns", "Transactions With Affiliates", "Duties", "Defined Terms", "Agreements", "Disability", "Compliance With Laws", "Binding Effects", "Organizations", "Specific Performance", "Titles", "Warranties", "Expenses", "Litigations", "Effectiveness", "Authority", "Costs", "Indemnity", "Vesting", "Interests", "No Conflicts", "Forfeitures", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "No provision of this Agreement may be amended or modified except by a written instrument signed by each of the Parties.", "references": ["Waiver Of Jury Trials", "Existence", "Brokers", "Venues", "Consent To Jurisdiction", "Employment", "Survival", "Arbitration", "Confidentiality", "Enforcements", "Releases", "Binding Effects", "Terms", "Subsidiaries", "Further Assurances", "Counterparts", "Assignments", "Indemnity", "Entire Agreements", "Interests", "Consents", "Modifications", "Change In Control", "Terminations", "Governing Laws", "Books", "Disability", "General", "Expenses", "Taxes", "Amendments"], "gold": ["Amendments"]}
+{"input": "Company understands, acknowledges and agrees that: (A) at any time on and prior to the last Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction, (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Settlement Prices and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Settlement Prices, each in a manner that may be adverse to Company.", "references": ["Transactions With Affiliates", "Litigations", "Jurisdictions", "Existence", "Venues", "Remedies", "Defined Terms", "Waivers", "Costs", "Books", "No Defaults", "Vesting", "Liens", "Assignments", "Applicable Laws", "Financial Statements", "Indemnity", "Governing Laws", "Capitalization", "Intellectual Property", "Binding Effects", "Records", "Insurances", "Headings", "Specific Performance", "Amendments", "Construction", "Positions", "Enforcements", "Authority", "Agreements"], "gold": ["Agreements"]}
+{"input": "TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 3.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.", "references": ["Counterparts", "Withholdings", "Consent To Jurisdiction", "Applicable Laws", "Submission To Jurisdiction", "Base Salary", "Fees", "Transactions With Affiliates", "Further Assurances", "Definitions", "Powers", "Subsidiaries", "Compliance With Laws", "Defined Terms", "Organizations", "Non-Disparagement", "Modifications", "Records", "Payments", "Representations", "Duties", "Confidentiality", "Qualifications", "Authorizations", "Notices", "No Conflicts", "Binding Effects", "Venues", "Jurisdictions", "Expenses", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The consummation of the Transaction will take place at a closing to be held at the offices of Exhale Brands Nevada, LLC (the \u201c Closing \u201d) on the third business day after the satisfaction or waiver of all of the closing conditions to the obligations of the parties contemplated hereby (the \u201c Closing Date \u201d).", "references": ["Forfeitures", "Effective Dates", "Change In Control", "Records", "Disability", "Vacations", "Taxes", "Enforceability", "Waiver Of Jury Trials", "Governing Laws", "Arbitration", "Survival", "Employment", "Insurances", "Assigns", "Definitions", "Death", "Headings", "Releases", "Jurisdictions", "Existence", "Consents", "Intellectual Property", "Litigations", "Waivers", "Participations", "No Conflicts", "Terms", "Consent To Jurisdiction", "Approvals", "Closings"], "gold": ["Closings"]}
+{"input": "Unless otherwise provided in the Award Agreement, in the event of a Change in Control, unless an Award is assumed or substituted by the successor corporation, then (i)\u00a0all outstanding Options or SARs shall become fully vested and exercisable as of the date of the Change in Control, whether or not otherwise then exercisable, (ii)\u00a0all service-based restrictions and conditions on any Award then outstanding shall lapse as of the date of the Change in Control, and (iii)\u00a0the payout level under all Performance Awards shall be deemed to have been earned as of the date of the Change in Control based upon an assumed achievement of all relevant performance goals at the \u201ctarget\u201d level. If an Award is assumed or substituted by the successor corporation, then if within two (2)\u00a0years after the effective date of the Change in Control, a Participant\u2019s Continuous Service is terminated without Cause or the Participant resigns for Good Reason, then as of the date of termination (i)\u00a0all of that Participant\u2019s outstanding Options and SARs shall become fully vested and exercisable, (ii)\u00a0all service-based vesting restrictions applicable to his or her outstanding Awards shall lapse, and (iii)\u00a0the payout level under all of that Participant\u2019s Performance Awards that were outstanding immediately prior to effective time of the Change in Control shall be determined and deemed to have been earned as of the date of employment termination based upon an assumed achievement of all relevant performance goals at the \u201ctarget\u201d level. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section\u00a0422(d), the excess Options shall be deemed to be Nonqualified Stock Options.", "references": ["Employment", "Effective Dates", "Interests", "Interpretations", "Insurances", "Organizations", "No Waivers", "Governing Laws", "Solvency", "Sales", "Notices", "Erisa", "Amendments", "Modifications", "Publicity", "Indemnity", "Counterparts", "General", "Construction", "Specific Performance", "Vacations", "Sanctions", "Participations", "Miscellaneous", "Survival", "Duties", "Records", "Severability", "Authorizations", "Payments", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Upon any of the Credit Parties or any ERISA Affiliate obtaining knowledge thereof, Borrower will give written notice to Administrative Agent promptly (and in any event within two (2) Business Days) of: (i)\u00a0any event or condition, including any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event; (ii)\u00a0with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise of any withdrawal liability assessed against the Credit Parties or any of their ERISA Affiliates, or of a determination that any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii)\u00a0the failure to make full payment on or before the due date (including extensions) thereof of all amounts which a Credit Party or any ERISA Affiliates is required to contribute to each Plan pursuant to its terms and as required to meet the minimum funding standard set forth in ERISA and the Code with respect thereto; or (iv)\u00a0any change in the funding status of any Plan that could be reasonably expected to have a Material Adverse Effect; together with a description of any such event or condition or a copy of any such notice and a statement by the principal financial officer of Borrower briefly setting forth the details regarding such event, condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by the Credit Parties with respect thereto. Promptly upon request, a Credit Party shall furnish Administrative Agent and each of the Lenders with such additional information concerning any Plan as may be reasonably requested, including copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each \u201cplan year\u201d (within the meaning of Section\u00a03(39) of ERISA).", "references": ["Consent To Jurisdiction", "No Waivers", "Disability", "Governing Laws", "Duties", "Effective Dates", "Base Salary", "Forfeitures", "Indemnifications", "Authority", "Remedies", "Releases", "Interpretations", "Closings", "Terminations", "Consents", "Qualifications", "Solvency", "Sales", "Representations", "Employment", "Organizations", "Fees", "Specific Performance", "Amendments", "Vacations", "Taxes", "Jurisdictions", "Agreements", "Intellectual Property", "Erisa"], "gold": ["Erisa"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.", "references": ["Authorizations", "Vacations", "Survival", "Submission To Jurisdiction", "Adjustments", "Duties", "Disability", "Change In Control", "Terms", "Miscellaneous", "Modifications", "Consents", "Benefits", "Waivers", "Costs", "Definitions", "Representations", "Waiver Of Jury Trials", "Titles", "Transactions With Affiliates", "Counterparts", "Erisa", "Disclosures", "Participations", "Arbitration", "Books", "Indemnifications", "Releases", "Organizations", "Financial Statements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The proceeds of the Revolving Loans shall be used to finance the working capital needs and general corporate purposes of the Borrowers and their respective Subsidiaries, including without limitation the making of capital contributions and other Investments (directly or indirectly) in Subsidiaries of the Borrowers that are insurance companies. The proceeds of the Closing Date Tranche A Term Loans shall be used to refinance Indebtedness of the Borrowers and to finance the working capital needs and general corporate purposes of the Borrowers and their respective Subsidiaries, including without limitation the making of capital contributions and other Investments (directly or indirectly) in Subsidiaries of the Borrowers that are insurance companies. The proceeds of the 2018 Incremental Tranche A Term Loans shall be used to finance the working capital needs and general corporate purposes of the Borrowers and their respective Subsidiaries, including without limitation the making of capital contributions and other Investments (directly or indirectly) in Subsidiaries of the Borrowers that are insurance companies.", "references": ["Litigations", "Compliance With Laws", "Adjustments", "Successors", "Erisa", "Construction", "Interests", "Payments", "Tax Withholdings", "Participations", "Terms", "Arbitration", "Warranties", "Cooperation", "Terminations", "Withholdings", "Sales", "Specific Performance", "Amendments", "Authorizations", "Interpretations", "No Defaults", "Entire Agreements", "Intellectual Property", "Submission To Jurisdiction", "Enforcements", "Vacations", "Headings", "Assignments", "Death", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "For avoidance of doubt, the terms of this Agreement and all obligations of the Borrower, the Administrative Agent and the Lenders with regard to the Letters of Credit shall continue after the Revolving Credit Maturity Date until the payment in full of all Secured Obligations relating thereto and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) regardless of whether at the time any such Letter of Credit was issued, renewed or extended, the termination or expiration date of such Letter of Credit occurred after the Revolving Credit Maturity Date or any drawing thereunder occurred on or after the Revolving Credit Maturity Date.", "references": ["No Waivers", "Payments", "Representations", "Capitalization", "Remedies", "Transactions With Affiliates", "No Conflicts", "Applicable Laws", "Duties", "Counterparts", "Subsidiaries", "Positions", "Taxes", "Death", "Closings", "General", "Defined Terms", "Existence", "Venues", "Effectiveness", "Records", "Submission To Jurisdiction", "Specific Performance", "Interpretations", "Consents", "Further Assurances", "Titles", "Costs", "Erisa", "Vacations", "Survival"], "gold": ["Survival"]}
+{"input": "All amounts due under this Section shall be payable not later than ten Business Days after written (in reasonable detail) demand therefor.", "references": ["Further Assurances", "Waiver Of Jury Trials", "Powers", "Death", "Agreements", "Specific Performance", "Enforceability", "Records", "Terminations", "Authority", "Amendments", "Arbitration", "Assigns", "Definitions", "Approvals", "Taxes", "Submission To Jurisdiction", "Successors", "Consents", "Binding Effects", "Enforcements", "Modifications", "Insurances", "Organizations", "Solvency", "Existence", "Interests", "Governing Laws", "Effectiveness", "Remedies", "Payments"], "gold": ["Payments"]}
+{"input": "If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law.", "references": ["Waivers", "Forfeitures", "Qualifications", "Warranties", "Sanctions", "Effectiveness", "Indemnifications", "Effective Dates", "Base Salary", "Publicity", "Payments", "Records", "No Waivers", "No Defaults", "Books", "Assigns", "Venues", "Expenses", "Successors", "Interests", "Erisa", "Brokers", "Sales", "Withholdings", "Positions", "Arbitration", "Authorizations", "Further Assurances", "Consent To Jurisdiction", "Liens", "Severability"], "gold": ["Severability"]}
+{"input": "Unless otherwise agreed to in writing by Debtor and Lender, this Agreement will be terminated upon (i) termination of Lender's obligations to make loans under the Business Credit Agreement, dated as of the date hereof, by and between Debtor and Lender and repayment of all loans outstanding thereunder and (ii) payment in full of all amounts payable under the Business Note, dated as of the date hereof, executed by Debtor in favor of Lender and (iii) payment of all other indebtedness and obligations owed by Debtor under such agreements or instruments or hereunder.", "references": ["Non-Disparagement", "Expenses", "Applicable Laws", "Employment", "Governing Laws", "Vesting", "Authority", "No Conflicts", "Consent To Jurisdiction", "Liens", "Qualifications", "Financial Statements", "Approvals", "Forfeitures", "Solvency", "Cooperation", "Interests", "Submission To Jurisdiction", "Tax Withholdings", "Jurisdictions", "Compliance With Laws", "Further Assurances", "Capitalization", "Disclosures", "Benefits", "Integration", "Publicity", "Erisa", "Miscellaneous", "Headings", "Terminations"], "gold": ["Terminations"]}
+{"input": "Section 14.14 of the Program Agreement is incorporated herein, mutatis mutandis .", "references": ["Sanctions", "Expenses", "Qualifications", "Insurances", "Jurisdictions", "Definitions", "Disclosures", "Indemnity", "Tax Withholdings", "Erisa", "Construction", "No Conflicts", "Costs", "Existence", "Death", "Authorizations", "Enforcements", "Agreements", "Terminations", "Brokers", "General", "Submission To Jurisdiction", "Organizations", "Representations", "Arbitration", "Effective Dates", "Successors", "Benefits", "Cooperation", "Approvals", "Headings"], "gold": ["Headings"]}
+{"input": "The Trust Company shall pay Executive an annual base salary as determined by the Holding Company Board, or its designee, which base salary however shall not be less than $190,000 per year, subject to all applicable withholdings, and subject to periodic review by the Holding Company Board, or its designee. The base salary shall be paid in equal installments to Executive in accordance with established payroll practices of the Trust Company (but no less frequently than monthly).", "references": ["Interests", "Authority", "Consents", "Duties", "Waiver Of Jury Trials", "Benefits", "Erisa", "Non-Disparagement", "Jurisdictions", "Submission To Jurisdiction", "Expenses", "Financial Statements", "Interpretations", "Use Of Proceeds", "Arbitration", "Defined Terms", "Authorizations", "Binding Effects", "Records", "Indemnifications", "Miscellaneous", "Governing Laws", "Cooperation", "Disclosures", "Employment", "Entire Agreements", "Specific Performance", "Closings", "Assigns", "Solvency", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. Except as otherwise set forth herein, all other modifications or amendments, including any amendment to increase the Warrant Price, shorten the Exercise Period, Section 3.3 or Section 4.9 herein, shall require the written consent or vote of the registered holders of at least two-thirds of the then outstanding Warrants (including any Warrants held by the Company\u2019s officers and directors or their respective affiliates). Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.", "references": ["Further Assurances", "Assigns", "Consent To Jurisdiction", "Counterparts", "Remedies", "Change In Control", "Terminations", "Powers", "Duties", "Brokers", "Binding Effects", "Qualifications", "Waiver Of Jury Trials", "Withholdings", "Indemnity", "Death", "Governing Laws", "Disability", "Enforceability", "Employment", "Compliance With Laws", "Authority", "Releases", "Jurisdictions", "Construction", "No Conflicts", "Capitalization", "Miscellaneous", "Use Of Proceeds", "Existence", "Amendments"], "gold": ["Amendments"]}
+{"input": "All payments made by or on behalf of the Borrower or any Guarantor under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, as of the Closing Date or thereafter imposed, levied, collected, withheld or assessed by any Governmental Authority responsible for administering taxes, excluding (i) Taxes imposed on or measured by net income (however determined), franchise Taxes, and branch profits taxes, in each case (A) imposed on the Administrative Agent or any Lender as a result of a present, former or future connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), or (B) imposed as a result of the Administrative Agent or any Lender being organized\u00a0\u00a0under the laws of or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); (ii) any United States withholding Tax that (A) is imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement or designates a new lending office (other than pursuant to a request by the Borrower under Sections 2.19 or 2.20 of this Agreement), except to the extent that such Lender (or its assignor, if any) was entitled at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to this Section or (B) or is attributable to such Lender\u2019s failure to comply with Section 2.16(d) and Section 2.16(e), and (iii) any United States withholding Tax imposed under FATCA (together the amounts described in clauses (i)-(iii) are the \u201c Excluded Taxes \u201d).", "references": ["Titles", "Financial Statements", "Miscellaneous", "Terms", "Modifications", "Assignments", "Survival", "Arbitration", "Disability", "Specific Performance", "Authority", "Authorizations", "Binding Effects", "Intellectual Property", "Severability", "Confidentiality", "Approvals", "Applicable Laws", "Cooperation", "Duties", "Consents", "Interpretations", "Records", "Amendments", "Indemnity", "Death", "Compliance With Laws", "Books", "Forfeitures", "Interests", "Taxes"], "gold": ["Taxes"]}
+{"input": "The waiver by FISION of due performance of, or compliance with any provisions of this Agreement shall not operate or be construed as a waiver of its right to demand due performance or compliance by Employee thereafter.", "references": ["Modifications", "No Waivers", "Fees", "Records", "Expenses", "Assigns", "Headings", "Specific Performance", "Jurisdictions", "Venues", "Liens", "Transactions With Affiliates", "Subsidiaries", "Releases", "No Defaults", "Benefits", "Amendments", "Death", "Notices", "Participations", "Counterparts", "Authorizations", "Intellectual Property", "Applicable Laws", "No Conflicts", "Positions", "Compliance With Laws", "Disability", "Capitalization", "Cooperation", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, clinical trial insurance coverage and directors and officers insurance coverage.\u00a0 Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.", "references": ["Waivers", "Forfeitures", "Sanctions", "Terminations", "Change In Control", "Defined Terms", "Employment", "Agreements", "Anti-Corruption Laws", "Further Assurances", "Tax Withholdings", "Liens", "Warranties", "Integration", "Payments", "Base Salary", "Counterparts", "Notices", "Authority", "Transactions With Affiliates", "Construction", "Subsidiaries", "Positions", "Vacations", "Effective Dates", "Miscellaneous", "No Defaults", "Publicity", "Amendments", "Confidentiality", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Loan Party will be treated as a partnership or a disregarded entity for U.S. federal income tax purposes. Each Loan Party will timely file or cause to be filed all federal income and other material tax returns and reports required to be filed by it and will pay or cause to be paid all federal income and other material taxes and related liabilities required to be paid by it, except taxes that are being contested in good faith by appropriate proceedings and for which each Loan Party sets aside on its books adequate reserves in accordance with GAAP. No Loan Party will permit any Liens for Section\u00a02.7 Taxes to be imposed on or with respect to any of its income or assets, other than Liens for Section\u00a02.7 Taxes not yet due and payable and for which Loan Party sets aside on its books adequate reserves in accordance with GAAP.", "references": ["Remedies", "Survival", "No Conflicts", "Severability", "Effectiveness", "Successors", "Withholdings", "Positions", "Brokers", "Change In Control", "Benefits", "Consent To Jurisdiction", "General", "Agreements", "Further Assurances", "Warranties", "Interpretations", "Miscellaneous", "Modifications", "Representations", "Records", "Non-Disparagement", "Effective Dates", "Construction", "Specific Performance", "Adjustments", "Solvency", "Expenses", "Terms", "Death", "Taxes"], "gold": ["Taxes"]}
+{"input": "The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (a) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any Contract to which the Purchaser is a party, or (b) result in a violation of any Law applicable to the Purchaser, except in the case of clauses (a) and (b) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.", "references": ["Base Salary", "Subsidiaries", "Forfeitures", "Modifications", "Interpretations", "Sales", "Tax Withholdings", "Indemnity", "Consent To Jurisdiction", "Compliance With Laws", "No Defaults", "Use Of Proceeds", "Severability", "Representations", "Change In Control", "Insurances", "Disclosures", "Duties", "General", "Applicable Laws", "Survival", "Further Assurances", "Closings", "Successors", "Assignments", "Costs", "Waiver Of Jury Trials", "Death", "Arbitration", "Releases", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "(a) This Agreement is personal to the Executive, and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive\u2019s legal representatives.", "references": ["Expenses", "Cooperation", "Change In Control", "Releases", "Headings", "Organizations", "Defined Terms", "Costs", "Taxes", "Agreements", "Assignments", "Interpretations", "Erisa", "Governing Laws", "Arbitration", "Adjustments", "Confidentiality", "Notices", "Litigations", "Insurances", "Intellectual Property", "Miscellaneous", "Effective Dates", "Liens", "Vacations", "Powers", "Waivers", "Enforcements", "Forfeitures", "Enforceability", "Successors"], "gold": ["Successors"]}
+{"input": "The effective date of this Agreement shall be February 28, 2018.", "references": ["Subsidiaries", "Death", "Costs", "Interpretations", "Benefits", "Enforcements", "Agreements", "Existence", "Survival", "Interests", "Authority", "Releases", "Withholdings", "Solvency", "Waivers", "Specific Performance", "Employment", "Non-Disparagement", "Brokers", "Disclosures", "Binding Effects", "Base Salary", "Assigns", "Titles", "Financial Statements", "Definitions", "Litigations", "Capitalization", "Change In Control", "Consents", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "If any Event of Default occurs and continues for a period of ten (10) days, in the case of an Economic Default, or thirty (30) days, in the case of a Non-Economic Default, after written notice thereof given by Holder, then the Holder shall elect in writing within three (3) days to either: (a) declare the Note immediately due and payable; or (b) continue to hold the Note with the rate of interest increased by 8% (from 10% to 18%) for so long as the Event of Default shall remain uncured.", "references": ["Representations", "Change In Control", "Payments", "Successors", "Liens", "Waiver Of Jury Trials", "Assigns", "Modifications", "Litigations", "Releases", "Existence", "Disclosures", "Erisa", "Consent To Jurisdiction", "Arbitration", "Counterparts", "Governing Laws", "Interests", "Qualifications", "Adjustments", "Taxes", "Vesting", "Transactions With Affiliates", "Interpretations", "Organizations", "Expenses", "Enforcements", "Base Salary", "Notices", "Positions", "Remedies"], "gold": ["Remedies"]}
+{"input": "The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where the failure to so file or pay would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or any Subsidiary which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect.", "references": ["Defined Terms", "Releases", "Forfeitures", "Positions", "Specific Performance", "Consents", "Assignments", "Applicable Laws", "Tax Withholdings", "Erisa", "Enforceability", "Withholdings", "Remedies", "Interpretations", "Arbitration", "Brokers", "Existence", "Authority", "Capitalization", "Counterparts", "Closings", "Integration", "Change In Control", "Warranties", "Approvals", "Venues", "Entire Agreements", "Participations", "Enforcements", "Duties", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Margin Loan Documentation shall be governed by, and construed in accordance with, laws of the State of New York without giving effect to its conflict of laws provisions other than Section\u00a05 1401 of the New York General Obligations Law.", "references": ["Waiver Of Jury Trials", "Assigns", "Organizations", "Adjustments", "Costs", "Death", "Effective Dates", "Consent To Jurisdiction", "Titles", "Vacations", "Further Assurances", "Warranties", "Waivers", "Enforcements", "Interpretations", "Subsidiaries", "Remedies", "Employment", "Solvency", "Modifications", "Forfeitures", "Indemnity", "Survival", "Participations", "Miscellaneous", "Terms", "Authorizations", "Counterparts", "Expenses", "Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Facsimile or other electronic signature pages shall be as effective as originals.", "references": ["No Conflicts", "Representations", "Anti-Corruption Laws", "Financial Statements", "Use Of Proceeds", "Forfeitures", "Expenses", "Integration", "Sanctions", "Base Salary", "Records", "Enforceability", "Qualifications", "Jurisdictions", "General", "Disability", "Tax Withholdings", "Books", "Taxes", "Participations", "Terms", "Authority", "No Defaults", "No Waivers", "Defined Terms", "Agreements", "Benefits", "Positions", "Liens", "Disclosures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "During the Term, Executive shall serve as Executive Vice President - Sales reporting directly to the Chief Executive Officer of Vishay or such other individual as may be designated by the Chief Executive Officer of Vishay from time to time.", "references": ["Confidentiality", "No Defaults", "Sanctions", "Brokers", "Duties", "No Conflicts", "Adjustments", "Definitions", "Survival", "Employment", "Benefits", "Waivers", "Construction", "Change In Control", "Agreements", "Withholdings", "Notices", "Indemnifications", "Organizations", "Tax Withholdings", "Assigns", "Representations", "Waiver Of Jury Trials", "Terminations", "No Waivers", "Authorizations", "Non-Disparagement", "Capitalization", "Modifications", "Disability", "Positions"], "gold": ["Positions"]}
+{"input": "The Company will pay all expenses incurred by the Company in complying with Section 4.4, including without limitation all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or \u201c blue sky \u201d laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars.", "references": ["Entire Agreements", "Solvency", "Sales", "Arbitration", "Cooperation", "Disclosures", "Successors", "Governing Laws", "Assignments", "Integration", "Forfeitures", "Construction", "No Defaults", "Headings", "Indemnity", "No Conflicts", "Powers", "Disability", "Tax Withholdings", "Brokers", "Waiver Of Jury Trials", "Transactions With Affiliates", "Amendments", "Insurances", "Taxes", "Effective Dates", "Capitalization", "Existence", "General", "Assigns", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Settlement Agreement shall be binding on, and inure to the benefit of, the successors, assigns, and agents of the Parties.", "references": ["Vacations", "Specific Performance", "Tax Withholdings", "Sales", "Assignments", "Employment", "Warranties", "Modifications", "Liens", "Entire Agreements", "Vesting", "Expenses", "Successors", "Titles", "Remedies", "Waivers", "Forfeitures", "Governing Laws", "Enforceability", "Definitions", "Notices", "Costs", "Confidentiality", "Assigns", "General", "Taxes", "Effective Dates", "Disability", "Financial Statements", "Authorizations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Administrative Agent shall have received and been reasonably satisfied with such financial statements of Loan Parties requested by Administrative Agent, including, without limitation, through the most recent year-to-date interim period.", "references": ["Amendments", "Qualifications", "Further Assurances", "Entire Agreements", "Change In Control", "Costs", "Cooperation", "Sales", "Payments", "Death", "Definitions", "Anti-Corruption Laws", "Assigns", "Agreements", "Terminations", "Litigations", "Capitalization", "Integration", "Representations", "Jurisdictions", "Publicity", "Participations", "Use Of Proceeds", "Indemnifications", "Effectiveness", "Forfeitures", "Erisa", "Authorizations", "Records", "Consents", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission or electronic mail shall be as effective as delivery of a manually signed counterpart of this Agreement.", "references": ["Compliance With Laws", "Construction", "Anti-Corruption Laws", "Vesting", "Effective Dates", "Arbitration", "Organizations", "No Waivers", "Miscellaneous", "Effectiveness", "Death", "Taxes", "Titles", "Submission To Jurisdiction", "Releases", "Litigations", "Entire Agreements", "Disability", "Defined Terms", "Cooperation", "Further Assurances", "Notices", "Interests", "Assignments", "Qualifications", "Use Of Proceeds", "Indemnity", "Binding Effects", "Representations", "Applicable Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement, taken together with all of the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof.", "references": ["Existence", "Benefits", "Tax Withholdings", "Integration", "Subsidiaries", "Representations", "Approvals", "Disclosures", "Waivers", "Positions", "General", "Fees", "Effective Dates", "Powers", "No Conflicts", "Authority", "Defined Terms", "Taxes", "Non-Disparagement", "Intellectual Property", "Waiver Of Jury Trials", "Use Of Proceeds", "Notices", "Confidentiality", "Organizations", "Authorizations", "Employment", "No Defaults", "Vesting", "Solvency", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto at or prior to 5:30 p.m. (Eastern time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (Eastern time) on any Business Day, (c) the second (2nd) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.\u00a0 The address for such notices and communications shall be as set forth on the signature pages attached hereto.", "references": ["Sanctions", "Terms", "Integration", "Employment", "No Waivers", "Releases", "Expenses", "Death", "Vacations", "Arbitration", "Benefits", "Effective Dates", "Severability", "Disability", "Brokers", "Withholdings", "General", "Enforceability", "Consent To Jurisdiction", "Representations", "Waiver Of Jury Trials", "Approvals", "Defined Terms", "Authorizations", "Positions", "Existence", "No Conflicts", "Taxes", "Solvency", "Tax Withholdings", "Notices"], "gold": ["Notices"]}
+{"input": "Subject to the provisions of Section\u00a01.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 5:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.", "references": ["Closings", "Waiver Of Jury Trials", "Compliance With Laws", "No Conflicts", "Tax Withholdings", "No Waivers", "Disability", "Remedies", "Vacations", "Taxes", "Erisa", "Amendments", "Effective Dates", "Warranties", "Positions", "Anti-Corruption Laws", "Disclosures", "Expenses", "Enforcements", "Litigations", "Adjustments", "Vesting", "Applicable Laws", "Terminations", "Existence", "Submission To Jurisdiction", "Solvency", "Payments", "Arbitration", "Survival", "Terms"], "gold": ["Terms"]}
+{"input": "This Second Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.", "references": ["Disability", "Successors", "Existence", "Costs", "Subsidiaries", "Benefits", "Anti-Corruption Laws", "Confidentiality", "Terms", "Cooperation", "Submission To Jurisdiction", "Litigations", "Vesting", "Approvals", "Change In Control", "Definitions", "Severability", "Consent To Jurisdiction", "Death", "Representations", "Sanctions", "Releases", "Vacations", "Governing Laws", "Insurances", "Interests", "Indemnity", "Effective Dates", "Assigns", "Taxes", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement, together with the attached Exhibits (including the form of U.S. License Agreement and the form of Global License Agreement) and Schedules, as well as any and all executed U.S. License Agreements and Global License Agreements, contains the entire agreement by the Parties with respect to the subject matter hereof and supersedes any prior express or implied agreements, understandings and representations, either oral or written, which may have related to the subject matter hereof in any way, including the Existing Confidentiality Agreement (as set forth in Section 8.11) and any and all term sheets relating to the transactions contemplated by this Agreement and exchanged between the Parties prior to the Effective Date . If a U.S. License Agreement is entered into with respect to a given Program, then to the extent there is a conflict between the provisions of this Agreement and the provisions of such U.S. License Agreement, the provisions of such U.S. License Agreement shall control with respect to such Program. If a Global License Agreement is entered into with respect to a given Program, then to the extent there is a conflict between the provisions of this Agreement (or the provisions of any prior U.S. License Agreement for such Program), the provisions of such Global License Agreement shall control with respect to such Program.", "references": ["Subsidiaries", "Consents", "Base Salary", "Benefits", "Terms", "Effective Dates", "Jurisdictions", "Insurances", "Powers", "Interests", "Waivers", "Taxes", "Fees", "Change In Control", "Vesting", "Confidentiality", "Notices", "Headings", "Compliance With Laws", "Tax Withholdings", "Modifications", "Disability", "Submission To Jurisdiction", "Applicable Laws", "Enforceability", "Financial Statements", "Authorizations", "Construction", "Warranties", "Defined Terms", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company will pay all expenses associated with effecting the registration of the Registrable Securities, including filing and printing fees, the Company\u2019s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, and listing fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.", "references": ["Construction", "Effective Dates", "Powers", "Tax Withholdings", "Jurisdictions", "Use Of Proceeds", "Authority", "Disclosures", "Change In Control", "Interests", "Effectiveness", "Remedies", "Waiver Of Jury Trials", "Miscellaneous", "Books", "Definitions", "Approvals", "Insurances", "Confidentiality", "Costs", "Notices", "Enforceability", "Withholdings", "Assigns", "Subsidiaries", "Payments", "Further Assurances", "Terminations", "Duties", "Non-Disparagement", "Expenses"], "gold": ["Expenses"]}
+{"input": "None of any Loan Party, any Subsidiary thereof, any of their respective directors, officers or employees nor, to the knowledge of any Loan Party, any of their respective agents or Affiliates, (i)\u00a0is a Sanctioned Person or currently the subject or target of any Sanctions, (ii)\u00a0has assets located in a Sanctioned Country, (iii)\u00a0directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons, (iv)\u00a0is a \"Foreign Shell Bank\" within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (v)\u00a0is a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections\u00a0311 or\u00a0312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns. Each Loan Party and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by each Loan Party and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each Loan Party and its Subsidiaries, their respective directors, officers and employees and, to the knowledge of each Loan Party, their respective agents or Affiliates, is in compliance with all Sanctions, Anti-Money Laundering Laws. Each Loan Party and Affiliate, officer, employee or director, acting on behalf of the Loan Party is (and is taking no action which would result in any such Person not being) in compliance with (A)\u00a0all applicable OFAC rules and regulations, (B)\u00a0all applicable United States of America, United Kingdom, United Nations, European Union, German, Canadian, Australian and all other reasonable internationally respected national autonomous sanctions, embargos and trade restrictions and (C)\u00a0all applicable provisions of the USA PATRIOT Act. No proceeds from the Term Loans shall be used in violation of any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.", "references": ["Vacations", "Effectiveness", "Sales", "General", "Expenses", "Defined Terms", "Governing Laws", "Litigations", "Integration", "Brokers", "Assignments", "Submission To Jurisdiction", "Enforceability", "Death", "Financial Statements", "Authority", "Remedies", "Severability", "Confidentiality", "Enforcements", "Applicable Laws", "Interpretations", "Benefits", "Survival", "Publicity", "Non-Disparagement", "Compliance With Laws", "Taxes", "Effective Dates", "Disclosures", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "For purposes of this Article, reference to the \u201cCorporation\u201d shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.", "references": ["Employment", "Interpretations", "Positions", "Payments", "Expenses", "No Defaults", "Withholdings", "Taxes", "Notices", "Intellectual Property", "Headings", "Titles", "Jurisdictions", "Liens", "Closings", "Consents", "Insurances", "Authority", "Submission To Jurisdiction", "Integration", "Solvency", "Financial Statements", "Records", "Arbitration", "Brokers", "Death", "Binding Effects", "Compliance With Laws", "Disclosures", "Tax Withholdings", "Definitions"], "gold": ["Definitions"]}
+{"input": "The Company shall reimburse the Employee for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures. Any expenses shall be reimbursed promptly in accordance with such policies and procedures .", "references": ["Positions", "Venues", "Financial Statements", "Terminations", "Miscellaneous", "Employment", "Indemnifications", "Use Of Proceeds", "Books", "Publicity", "Definitions", "Duties", "Integration", "Benefits", "Modifications", "No Defaults", "Counterparts", "Withholdings", "Vacations", "Liens", "Change In Control", "Indemnity", "Governing Laws", "Releases", "Authority", "Jurisdictions", "Amendments", "Applicable Laws", "Capitalization", "Submission To Jurisdiction", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement shall bind the Executive, Beneficiary and the Bank and their respective successors, heirs, executors and administrators.", "references": ["Integration", "Publicity", "Effectiveness", "Governing Laws", "Confidentiality", "Enforceability", "Base Salary", "Remedies", "Miscellaneous", "Modifications", "Effective Dates", "Costs", "Specific Performance", "Qualifications", "Participations", "Warranties", "No Conflicts", "Vacations", "Terms", "Capitalization", "Severability", "Counterparts", "Jurisdictions", "Interests", "Payments", "Disclosures", "Approvals", "Records", "Disability", "Waivers", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Company shall (a) during the Employment Period and thereafter without limitation of time, indemnify and advance expenses to the Employee to the fullest extent permitted by the laws of the State of Nevada from time to time in effect and (b) during the Employment Period, acquire and maintain directors and officers liability insurance covering the Employee (and to the extent the Company desires, other directors and officers of the Company and its affiliated companies) to the extent it is available at commercially reasonable rates as determined by the Board;\u00a0\u00a0provided, however, that in no event shall the Employee be entitled to indemnification or advancement of expenses under this paragraph 21 with respect to any proceeding, or matter therein, brought or made by the Employee against the Company other than one initiated by the Employee to enforce the Employee's advancement of expenses as provided in this paragraph 21, and shall not be deemed exclusive of any other rights to which the Employee may at any time be entitled under applicable law, the certificate of incorporation or bylaws of the Company, any agreement, a vote of stockholders, a resolution of the Board, or otherwise.\u00a0\u00a0The provisions of this paragraph 21 shall continue in effect notwithstanding termination of the Employee's employment hereunder for any reason, including, without limitation, the Employee's voluntary termination.\u00a0\u00a0In furtherance thereof, and not by way of limitation, the Company shall reimburse the Employee for all reasonable legal fees and expenses incurred by the Employee in connection with the Employee's obtaining and enforcing any right or benefit provided by this Agreement.\u00a0\u00a0The reimbursement of such legal fees and expenses shall be made within 30 days after the Employee's request for payment accompanied by evidence of the fees and expenses incurred.\u00a0\u00a0For a period of 10 years after the termination, for any reason, of the Employee's employment with the Company, the Company shall indemnify, hold harmless and defend the Employee, to the fullest extent permitted by applicable law, from and against any loss, cost or expense related to or arising out of any action or claim with respect to (i) the Company or its affiliated companies or (ii) any action taken or omitted by the Employee (INCLUDING, BUT NOT LIMITED TO, MATTERS THAT CONSTITUTE NEGLIGENCE OF THE EMPLOYEE) for or on behalf of the Company or its affiliated companies, whether, in either case, such action or claim, or the facts and circumstances giving rise thereto, occurred or accrued before or after such termination of employment.", "references": ["Enforcements", "Vacations", "Terminations", "Cooperation", "Venues", "Base Salary", "Records", "Releases", "Waiver Of Jury Trials", "Sales", "Applicable Laws", "Miscellaneous", "Terms", "Organizations", "Payments", "Binding Effects", "Agreements", "Survival", "Vesting", "Benefits", "Confidentiality", "Costs", "Qualifications", "Interpretations", "Existence", "Entire Agreements", "Closings", "No Defaults", "Assigns", "Approvals", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The terms used to designate Mortgagee and Mortgagor shall be deemed to include the respective heirs, legal representatives, successors and assigns of such Persons.", "references": ["Disability", "Modifications", "Cooperation", "Payments", "Costs", "Amendments", "Submission To Jurisdiction", "Notices", "Base Salary", "Waivers", "Enforceability", "Indemnity", "Integration", "Capitalization", "Publicity", "Use Of Proceeds", "Duties", "Adjustments", "Organizations", "Terms", "Authorizations", "No Defaults", "Transactions With Affiliates", "Definitions", "Assigns", "Effective Dates", "Severability", "Effectiveness", "Expenses", "Enforcements", "Successors"], "gold": ["Successors"]}
+{"input": "There are not presently pending, or, to the Knowledge of the Company, threatened, and, to the Knowledge of the Company, there is no basis for, any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings or demand letters relating to any alleged hazard or alleged Defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any Product manufactured, distributed or sold by or on behalf of the Company or any Subsidiary. All Products manufactured, distributed or sold by or on behalf of the Company or its Affiliates prior to Closing (i) are free from Defects and (ii) comply with all contractual requirements, covenants or express warranties applicable thereto and are not subject to any material term, condition, guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale for such Products. Except as set forth in Section 4.22 of the Company Disclosure Letter, neither the Company nor any Subsidiary has extended to any of its customers any written, non-uniform product warranties, indemnifications or guarantees. A copy of each standard warranty of the Company is set forth in Section 4.22 of the Company Disclosure Letter. In the last seven years, no Product has been subject to, or is subject to, any recall mandated by any Governmental Authority or, as of the date hereof, is being demanded or requested in writing by any customer. To the Knowledge of the Company, the Products comply in all material respects with all applicable Laws.", "references": ["Waivers", "No Waivers", "Use Of Proceeds", "Venues", "Effectiveness", "Authorizations", "Representations", "Brokers", "Payments", "No Defaults", "Binding Effects", "Arbitration", "Specific Performance", "Interpretations", "Change In Control", "Litigations", "Death", "Severability", "Sanctions", "Vacations", "Consents", "Further Assurances", "Consent To Jurisdiction", "Successors", "Anti-Corruption Laws", "Forfeitures", "Transactions With Affiliates", "Construction", "Notices", "Terminations", "Warranties"], "gold": ["Warranties"]}
+{"input": "Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that (i) no amendment shall materially adversely affect the rights of Participant under this Agreement without Participant\u2019s written consent, and (ii) Participant\u2019s consent shall not be required to an amendment that is deemed necessary by Corporation to ensure compliance with Section 409A of the Code.", "references": ["Approvals", "No Conflicts", "Successors", "Remedies", "Use Of Proceeds", "Liens", "Vacations", "Headings", "Definitions", "Forfeitures", "Integration", "Effectiveness", "Entire Agreements", "Consent To Jurisdiction", "Solvency", "Costs", "Specific Performance", "Assigns", "Enforcements", "Representations", "Participations", "Indemnifications", "Books", "Effective Dates", "Titles", "Further Assurances", "Counterparts", "Disclosures", "Base Salary", "Powers", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Purchaser on behalf of itself and its Affiliates, on the one hand, and, on the other hand, the Seller and Company on behalf of itself and its Affiliates, may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.", "references": ["Jurisdictions", "Notices", "Positions", "Duties", "Confidentiality", "Authority", "General", "Representations", "Defined Terms", "Counterparts", "Sales", "Authorizations", "Erisa", "Adjustments", "Liens", "Costs", "Releases", "Compliance With Laws", "Warranties", "Disclosures", "Binding Effects", "Enforcements", "Specific Performance", "Death", "Subsidiaries", "Closings", "Transactions With Affiliates", "Litigations", "Venues", "Modifications", "Waivers"], "gold": ["Waivers"]}
+{"input": "During the Term, Employee shall be entitled to take up to 160 hours of Paid Time Off (PTO) per calendar year, so long as the absence of Employee does not interfere in any material respect with the performance of Employee or Employee\u2019s duties hereunder. Employee shall be entitled to roll unused PTO hours to successive years and to pay in lieu of PTO to the extent provided for, and in accordance with such policies for unused PTO that may be established, by the Board with respect to the Company\u2019s executive management.", "references": ["Withholdings", "Anti-Corruption Laws", "Subsidiaries", "Non-Disparagement", "Liens", "Assignments", "Remedies", "Existence", "Transactions With Affiliates", "Adjustments", "Enforcements", "Miscellaneous", "Definitions", "Headings", "Notices", "Death", "Participations", "Benefits", "Change In Control", "Construction", "Indemnifications", "Consents", "Approvals", "Base Salary", "Effectiveness", "Severability", "No Defaults", "Authority", "Fees", "Agreements", "Vacations"], "gold": ["Vacations"]}
+{"input": "Collectively, all international, non-U.S., Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.", "references": ["Integration", "Payments", "Closings", "General", "Solvency", "Amendments", "Use Of Proceeds", "Financial Statements", "Submission To Jurisdiction", "Qualifications", "Indemnity", "Vesting", "Entire Agreements", "Benefits", "Terminations", "Taxes", "Representations", "Assignments", "Expenses", "Further Assurances", "Confidentiality", "No Waivers", "Disclosures", "Consent To Jurisdiction", "Definitions", "Liens", "Waivers", "Survival", "Organizations", "Employment", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The Executive shall serve as Chief Executive Officer and Chairman of the Board of Directors of the Company, reporting to the Company\u2019s Board of Directors. The Executive shall have such duties and responsibilities, commensurate with the Executive\u2019s position, as may be reasonably assigned to the Executive from time to time by the Board of Directors. The Executive\u2019s principal place of employment shall be 1450 Lake Robbins Drive, Suite 430, The Woodlands, Texas 77380.", "references": ["Assigns", "Payments", "Applicable Laws", "Authorizations", "Cooperation", "Interpretations", "Existence", "Insurances", "Approvals", "Waiver Of Jury Trials", "Warranties", "Enforceability", "Withholdings", "Anti-Corruption Laws", "Sanctions", "Use Of Proceeds", "Disclosures", "Counterparts", "Releases", "Intellectual Property", "Taxes", "Terminations", "Effective Dates", "Entire Agreements", "Terms", "Vacations", "No Defaults", "Solvency", "Authority", "Qualifications", "General"], "gold": ["General"]}
+{"input": "Each Guarantor, jointly \u00a0 and \u00a0 severally , shall indemnify, reimburse and hold harmless the Guaranteed Parties from and against any and all losses, claims, liabilities, damages, penalties, suits, reasonable costs and expenses, of any kind or nature, (including reasonable fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against the Guaranteed Parties in any way related to or arising from or alleged to arise from this Agreement or the guarantees provided herein except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Guaranteed Parties as determined by a final nonappealable decision of a court of competent jurisdiction.", "references": ["Vacations", "Waivers", "Consent To Jurisdiction", "Miscellaneous", "Publicity", "Existence", "Assigns", "Indemnity", "Costs", "Effective Dates", "Expenses", "Enforceability", "Insurances", "Interpretations", "Interests", "Defined Terms", "Definitions", "Death", "Modifications", "Releases", "Assignments", "Subsidiaries", "Confidentiality", "Sanctions", "Severability", "Consents", "Brokers", "Compliance With Laws", "Forfeitures", "Specific Performance", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.", "references": ["Disability", "Solvency", "Notices", "Participations", "Arbitration", "Brokers", "Capitalization", "Severability", "Interests", "Withholdings", "Change In Control", "Consent To Jurisdiction", "Terminations", "Titles", "No Waivers", "Amendments", "General", "Adjustments", "Tax Withholdings", "Effective Dates", "Expenses", "Disclosures", "Enforceability", "Remedies", "Sales", "Litigations", "Erisa", "Vesting", "Subsidiaries", "Successors", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Your current titles are Executive Vice President, Chief Financial Officer and Chief Accounting Officer, and you will continue to report to the Company\u2019s Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full\u2011time or part-time) that would create a conflict of interest with the Company. By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.", "references": ["Releases", "Closings", "Indemnity", "Employment", "Notices", "Withholdings", "Vesting", "Financial Statements", "Sanctions", "Integration", "Applicable Laws", "Approvals", "Adjustments", "Titles", "Cooperation", "Jurisdictions", "Sales", "Successors", "Transactions With Affiliates", "Venues", "Arbitration", "Enforcements", "Powers", "Taxes", "Effective Dates", "Duties", "Fees", "Binding Effects", "Subsidiaries", "Tax Withholdings", "Positions"], "gold": ["Positions"]}
+{"input": "This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower and each Designated Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower and each Designated Borrower, enforceable against the Borrower and each Designated Borrower in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors\u2019 rights generally and to the application of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.", "references": ["Organizations", "Confidentiality", "Miscellaneous", "Waivers", "Representations", "No Defaults", "Amendments", "Terms", "Indemnifications", "Vesting", "Qualifications", "Participations", "Expenses", "Assigns", "Liens", "Taxes", "Consents", "General", "No Waivers", "Entire Agreements", "Agreements", "Closings", "Non-Disparagement", "Books", "Enforcements", "Governing Laws", "Authority", "Warranties", "Sales", "Anti-Corruption Laws", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The parties acknowledge and agree that (a) the entity acting as Issuing Bank, in its capacity as such, may, without the consent of any party hereto, assign to an Affiliate all right, title and interest of (the \u201c Affiliate Assigned Rights \u201d) in, to and under any and all obligations of the Borrowers under Section 2.04(e) to reimburse the Issuing Bank for Revolving LC Disbursements (the \u201c Reimbursement Obligations \u201d), (b) in respect of all such Reimbursement Obligations constituting Affiliate Assigned Rights, for all purposes of this Agreement such Affiliate shall be deemed the \u201cIssuing Bank,\u201d (c) the obligations of the Revolving Lenders and Borrowers to the Issuing Bank shall, in the case of the Affiliate Assigned Rights, inure to the benefit of the Affiliate acquiring or having acquired such Affiliate Assigned Rights and be enforceable by such Affiliate and/or by the Issuing Bank on behalf of such Affiliate and (d) all payments made by Borrowers and/or any Revolving Lender to such Affiliate acquiring or having acquired such Affiliate Assigned Rights shall discharge all such obligations otherwise owing to the Issuing Bank that has assigned such Affiliate Assigned Rights, to the extent so paid. The foregoing shall not otherwise affect the rights and obligations of the entities acting as Issuing Banks hereunder.", "references": ["Sales", "Sanctions", "Approvals", "Construction", "Closings", "Cooperation", "General", "Counterparts", "Defined Terms", "Successors", "Death", "Interpretations", "Definitions", "No Defaults", "Forfeitures", "Terminations", "Terms", "Governing Laws", "Costs", "Intellectual Property", "Fees", "Survival", "Applicable Laws", "No Conflicts", "Warranties", "Compliance With Laws", "Enforceability", "Interests", "Anti-Corruption Laws", "Remedies", "Assignments"], "gold": ["Assignments"]}
+{"input": "Except to the extent that the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, Holdings and each of its Subsidiaries have timely filed all tax returns and reports required to be filed, and have timely paid all Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.", "references": ["Consent To Jurisdiction", "Headings", "Terminations", "Subsidiaries", "Interpretations", "Authority", "Indemnity", "Organizations", "Employment", "Venues", "Tax Withholdings", "Severability", "Costs", "Entire Agreements", "Duties", "Compliance With Laws", "Erisa", "Change In Control", "No Conflicts", "Definitions", "Applicable Laws", "Qualifications", "Terms", "Solvency", "Titles", "Notices", "Sales", "Assigns", "Agreements", "Brokers", "Taxes"], "gold": ["Taxes"]}
+{"input": "( i )\u00a0Keep all property necessary in the business of the Parent and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; ( ii )\u00a0use commercially reasonable efforts to maintain with financially sound and reputable insurance companies (or any Captive Insurance Subsidiary) insurance on, or self-insure, all property material to the business of the Parent and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business; ( iii )\u00a0furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; ( iv )\u00a0use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, 10 days prior written notice thereof; ( v )\u00a0in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and ( vi )\u00a0use commercially reasonable efforts to ensure that, subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement at all times, the Collateral Agent, the applicable Collateral Representative and/or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by each Borrower and each Subsidiary Guarantor and the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance maintained by each Borrower and each Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion Event shall have occurred and be continuing, ( A )\u00a0the Collateral Agent shall turn over to the Borrower Representative any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Parent and its Subsidiaries, ( B )\u00a0the Collateral Agent agrees that the applicable Borrower and/or the applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and ( C )\u00a0all proceeds from a Recovery Event shall be paid to the Borrower Representative.", "references": ["Jurisdictions", "Representations", "Effective Dates", "Waivers", "Approvals", "Duties", "Withholdings", "Modifications", "Further Assurances", "Interests", "Notices", "No Conflicts", "Assignments", "Qualifications", "Benefits", "Headings", "Authorizations", "Amendments", "Applicable Laws", "Disclosures", "Consent To Jurisdiction", "Liens", "Titles", "Terminations", "Defined Terms", "Construction", "Subsidiaries", "Integration", "Organizations", "Litigations", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided , however , notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.", "references": ["Financial Statements", "Closings", "No Conflicts", "No Waivers", "Consent To Jurisdiction", "Further Assurances", "Employment", "Payments", "Effectiveness", "Representations", "Terms", "Applicable Laws", "Powers", "Waiver Of Jury Trials", "Death", "Vacations", "Books", "Solvency", "Amendments", "Jurisdictions", "Entire Agreements", "Disability", "Qualifications", "Indemnity", "Arbitration", "Headings", "Forfeitures", "Binding Effects", "Litigations", "Agreements", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the Company and its subsidiaries, at the dates indicated and its results of operations, stockholders\u2019 equity and cash flows for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (\u201c GAAP \u201d) applied on a consistent basis throughout the periods involved (except for any preparation of non-GAAP measures). The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The pro forma financial information and the related notes thereto included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus has been prepared in accordance with the Commission\u2019s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus. Except as included therein, no other historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations.", "references": ["Effective Dates", "Arbitration", "Remedies", "Organizations", "Subsidiaries", "Records", "Disability", "Interests", "Interpretations", "Governing Laws", "Death", "Participations", "Sanctions", "Employment", "No Conflicts", "Representations", "Litigations", "Transactions With Affiliates", "Existence", "Consent To Jurisdiction", "Defined Terms", "Amendments", "Venues", "Indemnifications", "Fees", "Consents", "Withholdings", "General", "Liens", "Warranties", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Employee shall indemnify and defend Sarepta and its Representatives and each of their respective directors, officers, employees, managers, members, partners, shareholders, agents and affiliates (collectively, the \u201cIndemnified Persons\u201d) against and hold each Indemnified Person harmless from any and all liabilities, obligations, losses, damages, costs, expenses, claims, penalties, lawsuits, proceedings, actions, judgments, disbursements of any kind or nature whatsoever, interest, fines, settlements and reasonable attorneys\u2019 fees and expenses that the Indemnified Persons may incur, suffer, sustain or become subject to arising out of, relating to, or due to the breach of this Agreement by Employee or any of his or her Representatives.\u00a0\u00a0The provisions of this Section 5 shall survive indefinitely any termination of this Agreement, the completion or the termination of Employee\u2019s employment.", "references": ["Sales", "Closings", "Modifications", "Submission To Jurisdiction", "Fees", "Taxes", "Binding Effects", "Jurisdictions", "Transactions With Affiliates", "Notices", "Withholdings", "Qualifications", "Base Salary", "Amendments", "Costs", "Releases", "Existence", "Solvency", "Capitalization", "Records", "Authorizations", "Terms", "Indemnity", "Publicity", "Remedies", "Entire Agreements", "Death", "Adjustments", "Waiver Of Jury Trials", "Effective Dates", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "In consideration of the payments and benefits provided to the Executive under the Employment Agreement and after consultation with counsel, the Executive and each of the Executive\u2019s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, the \u201c Releasors \u201d) hereby irrevocably and unconditionally release and forever discharge the Company, its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (\u201c Releasees \u201d) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, \u201c Claims \u201d), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) the Executive\u2019s employment relationship with and service as an employee, officer or director of the Company, Viacom (as defined in the Employment Agreement) or any subsidiaries or affiliated companies and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof and relates to your employment with Viacom; provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement or otherwise expressly survive termination thereof and (ii) any indemnification rights the Executive may have in accordance with the Company\u2019s governance instruments or under any director and officer liability insurance maintained by the Company with respect to liabilities arising as a result of the Executive\u2019s service as an officer and employee of the Company.", "references": ["Effective Dates", "No Defaults", "Solvency", "Sanctions", "Transactions With Affiliates", "Forfeitures", "Terms", "Disclosures", "Modifications", "Jurisdictions", "Organizations", "Indemnifications", "Taxes", "Withholdings", "Disability", "Terminations", "Waiver Of Jury Trials", "Interests", "Headings", "Survival", "Publicity", "Indemnity", "Financial Statements", "Effectiveness", "Fees", "Waivers", "Vesting", "Notices", "Closings", "Integration", "Releases"], "gold": ["Releases"]}
+{"input": "Contractor is duly organized, validly existing and in good standing under the laws of the state in which it is organized and is duly authorized to operate in the state where the Job Site is located. Contractor has all necessary powers to carry on its business. Contractor has the right, power, legal capacity and authority to enter into this Agreement. This Agreement and each document or instrument to be executed by Contractor pursuant to this Agreement, are and shall be valid, legally binding obligations of and enforceable against Contractor in accordance with their terms. Contractor has taken all necessary action to authorize the execution, delivery and performance of this Agreement. No further, approval or authority of any nature or other action by any person or entity is required in connection with the execution and delivery of this Agreement by Contractor, and the performance of the Work by Contractor.", "references": ["Titles", "Erisa", "Insurances", "Enforcements", "Construction", "Releases", "Disability", "Specific Performance", "Payments", "Base Salary", "Change In Control", "Jurisdictions", "Effectiveness", "Positions", "Capitalization", "Powers", "Successors", "Liens", "Non-Disparagement", "Anti-Corruption Laws", "Assignments", "Consents", "Closings", "Compliance With Laws", "Governing Laws", "Expenses", "Cooperation", "Withholdings", "Sanctions", "Vesting", "Authority"], "gold": ["Authority"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i)\u00a0contravene the terms of any of such Person\u2019s Organization Documents, (ii)\u00a0conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 ), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or by which it or any of its property or assets is bound or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii)\u00a0violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clauses\u00a0(ii) and (iii) , to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.", "references": ["Powers", "Litigations", "Disability", "Books", "Warranties", "Authority", "Assignments", "Use Of Proceeds", "Financial Statements", "Remedies", "Brokers", "Vesting", "Anti-Corruption Laws", "Sales", "Further Assurances", "Positions", "Participations", "Severability", "No Defaults", "Indemnity", "Expenses", "Confidentiality", "Indemnifications", "Specific Performance", "Jurisdictions", "Non-Disparagement", "Capitalization", "Withholdings", "Disclosures", "Effectiveness", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "During the term of this Agreement, the Parties shall use commercially reasonable efforts to cooperate with each other in all matters relating to the provision and receipt of the Services. Such reasonable cooperation shall include: (i) exchanging information; (ii) providing electronic access to systems used in connection with the Services; and (iii) using commercially reasonable efforts in obtaining all consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations under the Agreement. The Parties acknowledge that some Services to be provided under this Agreement may require instructions, information or authorization from the member of the Company Group receiving such Services, which the Company agrees to provide, or cause to be provided, to the Operator in reasonable time for the Operator to provide or procure such Services. The Operator\u2019s performance of such Services will be excused, however, to the extent that the Company or the applicable member of the Company Group does not provide such required instructions, information or authorization in a reasonable time to allow performance. On behalf of itself and each member of the Company Group, the Company authorizes the Operator as agent of the applicable member of the Company Group to perform the Services and take the actions that the Operator is required to take under this Agreement on behalf of the applicable member of the Company Group.", "references": ["Headings", "Brokers", "Litigations", "Indemnity", "Base Salary", "Records", "Transactions With Affiliates", "Positions", "Taxes", "Indemnifications", "Vesting", "Authority", "Construction", "Enforcements", "Participations", "Titles", "Organizations", "Existence", "Solvency", "Sanctions", "Authorizations", "Severability", "Definitions", "No Waivers", "Consents", "Integration", "Erisa", "Interests", "Compliance With Laws", "Adjustments", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "The various headings of this Security Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Security Agreement or any provisions thereof.", "references": ["Intellectual Property", "Venues", "Organizations", "Disability", "Entire Agreements", "Interests", "Terms", "No Conflicts", "Vacations", "Participations", "Counterparts", "Releases", "Erisa", "Interpretations", "Brokers", "Anti-Corruption Laws", "Taxes", "Construction", "Further Assurances", "Change In Control", "Consents", "Vesting", "Liens", "Sanctions", "Forfeitures", "Records", "Effective Dates", "Arbitration", "Powers", "Duties", "Headings"], "gold": ["Headings"]}
+{"input": "The term of this Agreement shall commence on the Effective Date and shall continue until the third\u00a0(3 rd ) anniversary of the Effective Date, subject to earlier termination in accordance with Section\u00a08.2 hereof (the \u201c Term \u201d ).", "references": ["Terminations", "Assignments", "Representations", "Records", "Waivers", "Approvals", "Taxes", "Non-Disparagement", "No Waivers", "Fees", "Subsidiaries", "Counterparts", "Anti-Corruption Laws", "Positions", "Intellectual Property", "Applicable Laws", "Authorizations", "Benefits", "Governing Laws", "Participations", "Enforcements", "Severability", "Binding Effects", "Interests", "Solvency", "Headings", "Liens", "Construction", "Publicity", "Cooperation", "Terms"], "gold": ["Terms"]}
+{"input": "Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.", "references": ["Benefits", "Disability", "Compliance With Laws", "Base Salary", "Payments", "Assigns", "Specific Performance", "Cooperation", "Vesting", "Existence", "Agreements", "Warranties", "Withholdings", "Non-Disparagement", "Submission To Jurisdiction", "Interpretations", "Fees", "Erisa", "Qualifications", "Authority", "Counterparts", "Enforceability", "Sanctions", "Use Of Proceeds", "Sales", "Taxes", "Subsidiaries", "Representations", "Powers", "Jurisdictions", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will together constitute one and the same instrument.", "references": ["Taxes", "Miscellaneous", "Amendments", "Organizations", "Applicable Laws", "Liens", "Subsidiaries", "Defined Terms", "Releases", "No Defaults", "Effectiveness", "Solvency", "Jurisdictions", "Modifications", "Confidentiality", "Payments", "Vacations", "Intellectual Property", "Entire Agreements", "Authorizations", "Employment", "No Waivers", "Authority", "Interests", "Warranties", "Assigns", "Binding Effects", "Change In Control", "Disclosures", "General", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this \u200eSection 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.", "references": ["Successors", "Sanctions", "Binding Effects", "Modifications", "Confidentiality", "Specific Performance", "No Conflicts", "Enforcements", "No Waivers", "Severability", "Definitions", "Representations", "Arbitration", "Interpretations", "Waivers", "Amendments", "Powers", "Change In Control", "Defined Terms", "Construction", "Authority", "Records", "Effectiveness", "Existence", "Consent To Jurisdiction", "Interests", "Assignments", "Costs", "Headings", "Financial Statements", "Taxes"], "gold": ["Taxes"]}
+{"input": "If there is a default hereunder, the defaulting party shall pay the attorney fees, legal expenses and costs of the non-defaulting party incurred in enforcing the terms of this Agreement or obtaining appropriate legal relief for such breach.", "references": ["Specific Performance", "No Waivers", "Severability", "Consent To Jurisdiction", "Defined Terms", "Miscellaneous", "Interpretations", "Interests", "Books", "Insurances", "Warranties", "Integration", "Change In Control", "Disability", "Forfeitures", "Erisa", "Binding Effects", "Enforcements", "Waiver Of Jury Trials", "General", "Duties", "Liens", "Financial Statements", "Waivers", "Organizations", "Transactions With Affiliates", "Governing Laws", "Base Salary", "Effectiveness", "Counterparts", "Costs"], "gold": ["Costs"]}
+{"input": "Except for fees payable to Agent and/or Lenders or as set forth on Schedule 3.15 , as of the Closing Date, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the Financing Documents, and no Credit Party has or will have any obligation to any Person in respect of any finder\u2019s or brokerage fees, commissions or other expenses in connection herewith or therewith.", "references": ["Authority", "Vesting", "Submission To Jurisdiction", "Sales", "No Conflicts", "Indemnifications", "Intellectual Property", "Counterparts", "Agreements", "Modifications", "Vacations", "Withholdings", "Costs", "Taxes", "Organizations", "Adjustments", "Consents", "Enforceability", "Existence", "Indemnity", "Releases", "Financial Statements", "Representations", "Qualifications", "Death", "Further Assurances", "Miscellaneous", "Interests", "Books", "Non-Disparagement", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Secured Note shall be governed by, and construed in accordance with, the law of the State of DELAWARE WITHOUT REGARD TO CONFLICTS-OF-LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.", "references": ["Binding Effects", "Duties", "Counterparts", "Existence", "Transactions With Affiliates", "Compliance With Laws", "Interpretations", "Interests", "Definitions", "Severability", "Anti-Corruption Laws", "Disclosures", "Closings", "Erisa", "Warranties", "Confidentiality", "Remedies", "Assignments", "Titles", "Employment", "Modifications", "Further Assurances", "Authorizations", "Disability", "Vesting", "Non-Disparagement", "Cooperation", "Tax Withholdings", "Litigations", "Construction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Purchase Agreement.", "references": ["Change In Control", "Vacations", "Base Salary", "Effectiveness", "Consent To Jurisdiction", "Taxes", "Employment", "Assignments", "Indemnifications", "Integration", "Subsidiaries", "Binding Effects", "Existence", "Financial Statements", "Liens", "Amendments", "Payments", "Representations", "Non-Disparagement", "Publicity", "Litigations", "Agreements", "Submission To Jurisdiction", "Use Of Proceeds", "Transactions With Affiliates", "Interpretations", "Terminations", "Costs", "Duties", "Expenses", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Executive shall be entitled to twenty-two (22) days paid vacation and sick leave per year in accordance with the Company\u2019s policies and shall be entitled to accrue ten (10) days of vacation time during the Employment Term in accordance with the Company\u2019s vacation policy. Vacation is to be taken at such intervals as shall be appropriate and consistent with the proper performance of the Executive\u2019s duties hereunder. The existing vacation accrued for the past four (4) years to date not to exceed sixty (60) days will rollover into this Agreement.", "references": ["Intellectual Property", "Consent To Jurisdiction", "Counterparts", "Interests", "Litigations", "Enforcements", "Vesting", "Titles", "Interpretations", "Base Salary", "Enforceability", "Sanctions", "Integration", "Organizations", "Notices", "Indemnifications", "Positions", "Releases", "Closings", "Tax Withholdings", "Effective Dates", "Waivers", "Assigns", "Defined Terms", "Sales", "Survival", "Assignments", "Erisa", "Definitions", "Confidentiality", "Vacations"], "gold": ["Vacations"]}
+{"input": "This Agreement shall be construed, enforced, and interpreted in accordance with and governed by the laws of the State of New Hampshire, without reference to its principles of conflicts of law, except to the extent that federal law shall be deemed to preempt such state laws.", "references": ["Adjustments", "Releases", "Tax Withholdings", "Interests", "Counterparts", "No Waivers", "Agreements", "Sanctions", "Compliance With Laws", "Effectiveness", "Intellectual Property", "Terminations", "Death", "Binding Effects", "Cooperation", "Benefits", "Applicable Laws", "Notices", "Warranties", "Participations", "Defined Terms", "Expenses", "Litigations", "Forfeitures", "Subsidiaries", "Positions", "Waiver Of Jury Trials", "Capitalization", "Representations", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Failure of any party to enforce a right under this Agreement shall not act as a waiver of that right or the ability to assert that right unless such party has signed an express written waiver as to a particular matter for a particular period of time.", "references": ["Submission To Jurisdiction", "Benefits", "Arbitration", "Notices", "Waivers", "Vesting", "Venues", "Titles", "Jurisdictions", "Forfeitures", "Cooperation", "Representations", "Entire Agreements", "Disability", "Further Assurances", "Severability", "Approvals", "Assigns", "Brokers", "Interpretations", "Sales", "Governing Laws", "Adjustments", "Assignments", "Employment", "Indemnity", "Base Salary", "Powers", "Financial Statements", "Positions", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement and the rights and remedies of each Party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State of Texas, as if this agreement were made, and as if its obligations are to be performed, wholly within the State of Texas.", "references": ["Positions", "Costs", "Amendments", "Sanctions", "Base Salary", "Consents", "Records", "Taxes", "Vesting", "Benefits", "Expenses", "Governing Laws", "Brokers", "Existence", "Withholdings", "Indemnity", "Powers", "Duties", "No Defaults", "Definitions", "Enforceability", "Survival", "Organizations", "Participations", "Interpretations", "Change In Control", "Approvals", "Assignments", "Releases", "Specific Performance", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "All notices, requests, consents, demands and other communications required or which any party desires to give under this Agreement shall be in writing and shall be deemed sufficiently given or furnished if delivered by personal delivery, by facsimile, by nationally recognized overnight delivery service with proof of delivery, or by registered or certified United States mail, postage prepaid, at the addresses below (unless changed by similar notice in writing given by the particular party whose address is to be changed).", "references": ["Base Salary", "Definitions", "Governing Laws", "Waiver Of Jury Trials", "Representations", "Authorizations", "Terminations", "Closings", "Sales", "Assigns", "Titles", "Financial Statements", "Indemnity", "No Defaults", "Forfeitures", "Books", "Specific Performance", "Intellectual Property", "Duties", "Survival", "Sanctions", "Venues", "Benefits", "Assignments", "Terms", "Existence", "Employment", "Applicable Laws", "Participations", "Amendments", "Notices"], "gold": ["Notices"]}
+{"input": "The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section\u00a013(a)\u00a0or 15(d)\u00a0thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the \u201c SEC Reports \u201d) on a timely basis (other than as set forth in Schedule 3.1(h)) or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.\u00a0 As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company and other financial information included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules\u00a0and regulations of the Commission with respect thereto as in effect at the time of filing.\u00a0 Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (\u201c GAAP \u201d), except as may be otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, as permitted by Form\u00a010-Q of the Commission, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, recurring, immaterial, year-end audit adjustments. All disclosures contained in the in the SEC Reports regarding \u201cnon-GAAP financial measures\u201d (as such term is defined by the Rules\u00a0and Regulations) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any \u201cvariable interest entities\u201d within the meaning of Financial Accounting Standards Board Interpretation No.\u00a046), not disclosed in the SEC Reports. The Company has not consummated any financing transaction that has not been disclosed in the SEC Reports in a time and manner as required under the Securities Act and the Exchange Act. There are no financial statements (historical or pro forma) that are required to be included in the SEC Reports that are not included as required.", "references": ["Terms", "Indemnity", "Survival", "Benefits", "Sanctions", "Headings", "Solvency", "Costs", "Notices", "General", "No Waivers", "Amendments", "Integration", "Vacations", "Applicable Laws", "Positions", "Terminations", "Powers", "Anti-Corruption Laws", "Participations", "Disability", "Assigns", "Withholdings", "Records", "Consents", "Counterparts", "Modifications", "Binding Effects", "Liens", "Effectiveness", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (W) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (X) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (Y) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (Z) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10 .", "references": ["Effective Dates", "Enforceability", "Expenses", "Indemnity", "Arbitration", "Brokers", "Assignments", "Solvency", "Amendments", "Jurisdictions", "Entire Agreements", "Construction", "Compliance With Laws", "Further Assurances", "Definitions", "Severability", "Benefits", "Interests", "Financial Statements", "Titles", "No Waivers", "Change In Control", "Integration", "Consent To Jurisdiction", "Powers", "Intellectual Property", "Duties", "Disclosures", "Modifications", "Approvals", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Rent shall be paid without notice or demand, and without setoff, counterclaim, defense, abatement, suspension, deferment, reduction or deduction, except as expressly provided herein.\u00a0 Tenant waives all rights (i) to any abatement, suspension, deferment, reduction or deduction of or from Rent, except to the extent otherwise expressly set forth herein, and (ii) to quit, terminate or surrender this Lease or the Premises or any part thereof, except as expressly provided herein.\u00a0 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE OBLIGATIONS OF TENANT HEREUNDER SHALL BE SEPARATE AND INDEPENDENT COVENANTS AND AGREEMENTS, THAT RENT SHALL CONTINUE TO BE PAYABLE IN ALL EVENTS AND THAT THE OBLIGATIONS OF TENANT HEREUNDER SHALL CONTINUE UNAFFECTED, UNLESS THE REQUIREMENT TO PAY OR PERFORM THE SAME SHALL HAVE BEEN TERMINATED PURSUANT TO AN EXPRESS PROVISION OF THIS LEASE.\u00a0 LANDLORD AND TENANT EACH ACKNOWLEDGES AND AGREES THAT THE INDEPENDENT NATURE OF THE OBLIGATIONS OF TENANT HEREUNDER REPRESENTS FAIR, REASONABLE, AND ACCEPTED COMMERCIAL PRACTICE WITH RESPECT TO THE TYPE OF PROPERTY SUBJECT TO THIS LEASE, AND THAT THIS AGREEMENT IS THE PRODUCT OF FREE AND INFORMED NEGOTIATION DURING WHICH BOTH LANDLORD AND TENANT WERE REPRESENTED BY COUNSEL SKILLED IN NEGOTIATING AND DRAFTING COMMERCIAL LEASES IN MASSACHUSETTS, AND THAT THE ACKNOWLEDGEMENTS AND AGREEMENTS CONTAINED HEREIN ARE MADE WITH FULL KNOWLEDGE OF THE HOLDING IN WESSON V.\u00a0 LEONE ENTERPRISES, INC ., 437 MASS.\u00a0 708 (2002).\u00a0 SUCH WAIVER AND ACKNOWLEDGEMENTS BY TENANT ARE A MATERIAL INDUCEMENT TO LANDLORD ENTERING INTO THIS LEASE.", "references": ["Tax Withholdings", "Closings", "Vacations", "Warranties", "Effectiveness", "Expenses", "Successors", "Representations", "Waiver Of Jury Trials", "Powers", "Insurances", "Subsidiaries", "Authority", "Fees", "Interpretations", "Construction", "Erisa", "Definitions", "Authorizations", "Publicity", "Solvency", "Forfeitures", "Anti-Corruption Laws", "Submission To Jurisdiction", "Binding Effects", "Modifications", "Costs", "Use Of Proceeds", "Participations", "Remedies", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement and the Executive Change of Control Agreement (together, the \u201cSeverance Agreements\u201d) contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon termination of his employment, and the Severance Agreements and the Proprietary Information and Inventions Agreement collectively represent 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.\u00a0\u00a0This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.", "references": ["Positions", "Sanctions", "No Defaults", "No Waivers", "Benefits", "Use Of Proceeds", "Intellectual Property", "Consents", "Books", "Warranties", "Indemnifications", "Amendments", "Assigns", "Notices", "Erisa", "Brokers", "Authorizations", "Defined Terms", "No Conflicts", "Terminations", "Terms", "Closings", "Vesting", "Effectiveness", "Indemnity", "Approvals", "Insurances", "Miscellaneous", "Jurisdictions", "Anti-Corruption Laws", "Integration"], "gold": ["Integration"]}
+{"input": "The Maker hereby consents to the jurisdiction of any state or federal court located i n the County of New York, State of New York, and, to the extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to any action instituted in any such court and agrees that process in any such action will be sufficient if served on the Maker by certified mail, return receipt requested or in any manner provided by law. Notwithstanding the foregoing, the holder of this Note shall have the right to bring any action or proceeding against the Maker or Maker \u2019 s p roperty in the courts of any other jurisdiction such holder deems necessary or appropriate in order to enforce the obligations of the Maker under this Note.", "references": ["Entire Agreements", "Sanctions", "Assigns", "Intellectual Property", "Books", "No Waivers", "Base Salary", "Powers", "Enforceability", "Forfeitures", "Solvency", "Death", "Agreements", "Use Of Proceeds", "Terminations", "Erisa", "Representations", "Capitalization", "Construction", "Indemnity", "Closings", "Benefits", "Titles", "Vesting", "Disability", "Submission To Jurisdiction", "Subsidiaries", "Publicity", "Participations", "Tax Withholdings", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "The Company shall, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as each Purchaser may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Transaction Documents. Upon the exercise by any Purchaser of any power, right, privilege or remedy pursuant to this Agreement or the other Transaction Documents that requires any consent, approval, recording, qualification or authorization of any governmental authority, the Company will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that such Purchaser may be required to obtain from the Company for such governmental consent, approval, recording, qualification or authorization.", "references": ["Assigns", "Sales", "Interests", "Duties", "Tax Withholdings", "Headings", "Disclosures", "Enforcements", "Cooperation", "No Defaults", "Brokers", "Payments", "No Conflicts", "Waivers", "Representations", "Authorizations", "Binding Effects", "Submission To Jurisdiction", "Assignments", "Forfeitures", "Definitions", "Effectiveness", "Survival", "Counterparts", "Releases", "Withholdings", "Venues", "Warranties", "Liens", "Remedies", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Each party hereto agrees that it will permit public disclosure, including in a press release and/or the filing of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, of the contents of this Agreement, but the Issuer and the Guarantors shall not, and the Issuer and the Guarantors hereby agree that they will not, share the identity of any of the Initial Forbearing Holders or the amount of Notes held by each Initial Forbearing Holder as set forth on Exhibit B hereto with any Person and that it will keep such information confidential, except: (a)\u00a0in any legal proceeding relating to this Agreement; provided that the Issuer shall use its reasonable best efforts to maintain the confidentiality of such information in the context of any such proceeding; (b)\u00a0to the extent required by applicable law or regulation; and (c)\u00a0in response to a subpoena, discovery request, or a request from a government agency, regulatory authority or securities exchange for such information contained therein; provided, however, that the Issuer will, to the extent permitted by applicable law or regulation, provide any such Initial Forbearing Holder with prompt written notice of any such request or requirement so that such Initial Forbearing Holder may seek, at such Initial Forbearing Holder\u2019s expense, a protective order or other appropriate remedy and the Issuer will fully cooperate with such Initial Forbearing Holder\u2019s efforts to obtain same. Notwithstanding anything to the contrary in this Section \u00a06 , the Issuer and the Guarantors may: (i)\u00a0disclose the aggregate principal amount of Notes held by the Initial Forbearing Holders executing this Agreement, taken as a whole; (ii)\u00a0file this Agreement as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission; and (iii)\u00a0to effectuate and evidence the direction to the Trustee and the Collateral Trustee contained herein, at any time, and from time to time, during the Forbearance Period, provide the Trustee and the Collateral Trustee with an executed copy of this Agreement that includes the individual signature pages of each of the Initial Forbearing Holders.", "references": ["Indemnity", "Compliance With Laws", "Arbitration", "General", "Definitions", "Releases", "Specific Performance", "Miscellaneous", "Closings", "Books", "Withholdings", "Base Salary", "Consent To Jurisdiction", "Survival", "Warranties", "Financial Statements", "Approvals", "Counterparts", "Forfeitures", "Liens", "Jurisdictions", "Headings", "Modifications", "Authorizations", "Change In Control", "Capitalization", "Sanctions", "Participations", "Indemnifications", "Consents", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "None of the Servicer and its Subsidiaries will knowingly (directly or indirectly) use the proceeds of the Advances (i)\u00a0in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of Anti-Corruption Laws or (ii)\u00a0for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Person or organized or resident in a Sanctioned Jurisdiction, except as otherwise permitted by applicable Law.", "references": ["Arbitration", "Closings", "Forfeitures", "Construction", "No Conflicts", "Payments", "Survival", "Duties", "Approvals", "Amendments", "Intellectual Property", "Positions", "Solvency", "Capitalization", "Binding Effects", "Enforceability", "Successors", "Taxes", "Enforcements", "Vesting", "Vacations", "Terminations", "Modifications", "Costs", "Use Of Proceeds", "Assignments", "Non-Disparagement", "Indemnity", "Effectiveness", "Indemnifications", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Those normally incidental to the title identified above, as well as such additional duties as may be assigned to Employee by the Board from time to time.", "references": ["Representations", "Adjustments", "Enforceability", "Forfeitures", "Positions", "Base Salary", "Costs", "Construction", "Survival", "Amendments", "Confidentiality", "Closings", "Assigns", "Further Assurances", "Waiver Of Jury Trials", "Counterparts", "Successors", "Existence", "Modifications", "Anti-Corruption Laws", "Waivers", "Intellectual Property", "Integration", "Interpretations", "Indemnifications", "Benefits", "Vacations", "Death", "Effective Dates", "Arbitration", "Duties"], "gold": ["Duties"]}
+{"input": "The Borrowers shall immediately sign and deliver to the Administrative Agent, for the benefit of the Lenders, on request all other instruments as required or desired by the Administrative Agent or the Lenders from time to time in compliance with or in accomplishment of the covenants and agreements of the Borrowers made in this Fourth Amendment and any other instruments and documents referred to or mentioned herein, all as may be necessary or appropriate in connection therewith (as determined by the Administrative Agent and the Lenders in their respective discretion).", "references": ["Non-Disparagement", "Liens", "Capitalization", "Terminations", "Specific Performance", "Modifications", "Consents", "Employment", "Solvency", "Counterparts", "Vesting", "Participations", "Brokers", "Closings", "Death", "Use Of Proceeds", "Positions", "Entire Agreements", "Remedies", "Confidentiality", "Binding Effects", "Defined Terms", "Insurances", "Interpretations", "Financial Statements", "Waiver Of Jury Trials", "Vacations", "No Waivers", "Compliance With Laws", "Anti-Corruption Laws", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The section and article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections, Articles, Schedules or Exhibits contained herein mean Sections, Articles, Schedules or Exhibits of this Agreement unless otherwise stated.", "references": ["Qualifications", "Remedies", "Venues", "Withholdings", "Disability", "Enforceability", "Liens", "Survival", "Consents", "Organizations", "Records", "No Defaults", "Effective Dates", "Modifications", "Integration", "Representations", "Non-Disparagement", "Payments", "Specific Performance", "Construction", "Consent To Jurisdiction", "Sanctions", "Financial Statements", "Taxes", "Brokers", "Powers", "Sales", "Definitions", "Employment", "Binding Effects", "Headings"], "gold": ["Headings"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of subsection (b)\u00a0of this Section, (ii)\u00a0by way of participation in accordance with the provisions of subsection (d)\u00a0of this Section, or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of subsection (f)\u00a0of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d)\u00a0of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Existence", "Representations", "Effectiveness", "Taxes", "Books", "Organizations", "Binding Effects", "Indemnifications", "Brokers", "Qualifications", "Venues", "Vacations", "Erisa", "Terminations", "Consents", "Governing Laws", "Arbitration", "Financial Statements", "Survival", "Sanctions", "Forfeitures", "Powers", "Benefits", "Terms", "Litigations", "Waiver Of Jury Trials", "Construction", "Indemnity", "Confidentiality", "Assigns", "Successors"], "gold": ["Successors"]}
+{"input": "Borrowers shall pay Lender the fees, including but not limited to the Structuring Fee, End of Term Fee and Lender Expenses.", "references": ["Withholdings", "Litigations", "Sales", "Remedies", "Jurisdictions", "Capitalization", "Base Salary", "Approvals", "Severability", "Vacations", "Benefits", "Forfeitures", "Headings", "Positions", "Vesting", "Disability", "No Defaults", "Records", "Venues", "Change In Control", "Survival", "Assignments", "Publicity", "Modifications", "Erisa", "Confidentiality", "Further Assurances", "Indemnifications", "Qualifications", "No Conflicts", "Fees"], "gold": ["Fees"]}
+{"input": "If the consideration proposed to be paid for the Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board, including the BioTime Directors, and as set forth in the Notice. If a Party cannot for any reason pay for the Shares in the same form of non-cash consideration, such Party may pay the cash value equivalent thereof, as determined in good faith by the Board, including the BioTime Directors and as set forth in the Notice. The closing of the purchase of the Shares shall take place, and all payments from the Party purchasing the Shares shall have been delivered to the selling Party, by the later of (a) the date specified in the Proposed Sale Notice as the intended date of the Proposed Sale of Shares; and (b) 45 days after delivery of the Proposed Sale Notice.", "references": ["Costs", "Sanctions", "Applicable Laws", "Solvency", "No Defaults", "Brokers", "Waivers", "Withholdings", "Arbitration", "Publicity", "Assignments", "Capitalization", "Transactions With Affiliates", "Binding Effects", "Disability", "Sales", "Jurisdictions", "Litigations", "Adjustments", "Survival", "Change In Control", "General", "Records", "No Waivers", "Venues", "Warranties", "Agreements", "Financial Statements", "Fees", "Successors", "Closings"], "gold": ["Closings"]}
+{"input": "During each year of the Term, the Executive shall be entitled to a vacation period or periods in accordance with the vacation policy of the Company as in effect from time to time, but not less than twenty (20) days.", "references": ["Qualifications", "Notices", "Liens", "Consent To Jurisdiction", "Existence", "Participations", "Base Salary", "Further Assurances", "Effective Dates", "Employment", "Disclosures", "Fees", "Agreements", "Use Of Proceeds", "Payments", "Interests", "Amendments", "Definitions", "Applicable Laws", "No Defaults", "Change In Control", "Expenses", "Capitalization", "Interpretations", "Remedies", "Withholdings", "Entire Agreements", "Duties", "Powers", "Warranties", "Vacations"], "gold": ["Vacations"]}
+{"input": "Each of the Persons that is included within the terms \u201cLandlord\u201d and \u201cTenant\u201d under this Lease acknowledges and agrees that, as of immediately prior to the Effective Date, it is a landlord or a tenant under one or more of the leases described on Schedule 2.3.1 attached hereto and made a part hereof (the \u201c Existing Leases \u201d) and that, effective as of the Effective Date, (a) all of the Existing Leases are, and have been, combined into a single, indivisible lease under the terms of Section\u00a02.2 and the other provisions of this Lease, (b) each of the Existing Leases shall be treated as having been amended and restated in its entirety on the terms provided in this Lease, and (c) as to each Facility, notwithstanding that under the Existing Lease that applied thereto prior to the Effective Date a period other than a calendar year may have been defined as the \u201cLease Year\u201d under such Existing Lease and a rent escalation may have occurred thereunder on a date other than January 1, 2019, from and after the Effective Date, Lease Years shall be calendar years. Calendar year 2018 shall be a Lease Year under this Lease and Minimum Rent escalations shall occur on January 1, 2019, and each January 1 thereafter, on the terms described in Section\u00a04.1 below. The Existing Leases and each of the agreements regarding leases and other documents (collectively, the \u201c Existing ARLs/Documents \u201d; individually, an \u201c Existing ARL/Document \u201d) are set forth on Schedule 2.3.1 attached hereto and made a part hereof.", "references": ["Duties", "Consent To Jurisdiction", "Forfeitures", "Withholdings", "Non-Disparagement", "Waivers", "Liens", "Survival", "Organizations", "Enforceability", "Employment", "Transactions With Affiliates", "Waiver Of Jury Trials", "Death", "Tax Withholdings", "Miscellaneous", "Vacations", "Sanctions", "Approvals", "Books", "Capitalization", "Vesting", "Records", "Participations", "Authority", "Interests", "Solvency", "Confidentiality", "Positions", "Representations", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement shall be a contract under the internal Laws of the Commonwealth of Pennsylvania and for all purposes shall be construed in accordance with the internal Laws of the Commonwealth of Pennsylvania without giving effect to its principles of conflict of Laws.", "references": ["Vesting", "Non-Disparagement", "Severability", "No Conflicts", "Releases", "Binding Effects", "Survival", "Assigns", "Disability", "Enforcements", "Change In Control", "Disclosures", "Transactions With Affiliates", "Employment", "Authority", "Tax Withholdings", "Death", "No Defaults", "Benefits", "Further Assurances", "Applicable Laws", "Liens", "Waivers", "Submission To Jurisdiction", "Sanctions", "Consents", "Intellectual Property", "Withholdings", "Entire Agreements", "Effective Dates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All negotiations relative to this Agreement and the transactions contemplated hereby have been carried without the intervention of any person in such a manner as to give rise to any valid claim by any person against Seller for a finder\u2019s fee, brokerage commission or similar payment.", "references": ["Miscellaneous", "Effectiveness", "Sanctions", "No Defaults", "Erisa", "Existence", "Authority", "Liens", "Vacations", "Non-Disparagement", "Assignments", "Representations", "Death", "Costs", "General", "Integration", "Disclosures", "Insurances", "Base Salary", "Confidentiality", "Benefits", "Closings", "Approvals", "Consents", "Transactions With Affiliates", "Indemnifications", "Powers", "Enforceability", "Terminations", "Tax Withholdings", "Brokers"], "gold": ["Brokers"]}
+{"input": "Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to (i) sell, assign, transfer and deliver to Purchasers, and Purchasers hereby agrees to purchase and accept delivery from the Company, the Notes free of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances of any kind or nature whatsoever (\u201c Encumbrances \u201d), for the consideration specified herein and (ii) in consideration of the Note Price delivered by the Purchasers to the Company, the Company hereby agrees to issue the Warrant to the Purchasers upon receipt of payment for the Notes.", "references": ["Construction", "Brokers", "Amendments", "Integration", "Defined Terms", "Expenses", "Benefits", "Qualifications", "Venues", "Submission To Jurisdiction", "Confidentiality", "Base Salary", "Erisa", "Litigations", "Specific Performance", "Insurances", "Financial Statements", "Duties", "Publicity", "Subsidiaries", "Taxes", "Titles", "Survival", "Books", "Waivers", "Binding Effects", "Costs", "Use Of Proceeds", "Entire Agreements", "Intellectual Property", "Sales"], "gold": ["Sales"]}
+{"input": "This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company;\u00a0 provided ,\u00a0 however , that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2018.", "references": ["Expenses", "Enforcements", "Insurances", "Further Assurances", "Adjustments", "Sales", "Closings", "Defined Terms", "Notices", "Agreements", "Warranties", "Titles", "Withholdings", "Non-Disparagement", "Liens", "Submission To Jurisdiction", "Construction", "Intellectual Property", "No Conflicts", "Releases", "Participations", "Sanctions", "Modifications", "Forfeitures", "Vesting", "Positions", "Anti-Corruption Laws", "Applicable Laws", "Disclosures", "Financial Statements", "Terminations"], "gold": ["Terminations"]}
+{"input": "The execution and delivery of this Agreement by the Seller, the consummation of the transactions contemplated hereby, and the compliance with the terms of this Agreement will not conflict with, result in the breach of or constitute a material default under, or require any consent or approval under, any agreement, note, indenture, mortgage, deed of trust or other agreement, lease or instrument to which the Seller is a party or by which the Seller may be bound.", "references": ["Records", "Death", "Successors", "Qualifications", "Confidentiality", "Disability", "Assignments", "Insurances", "Erisa", "Modifications", "Venues", "Anti-Corruption Laws", "Interests", "Organizations", "Assigns", "Consent To Jurisdiction", "Fees", "Non-Disparagement", "Waiver Of Jury Trials", "Closings", "Enforcements", "Entire Agreements", "General", "Miscellaneous", "Liens", "Notices", "Duties", "Interpretations", "Governing Laws", "Arbitration", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Because of Miller's knowledge and experience, Miller agrees that Fidelity shall be entitled to specific performance, an injunction, temporary injunction or other similar relief without the posting of a bond or other security in addition to all other rights and remedies it might have for any violation of the undertakings set forth in Sections 4, 5, 6 and 7 of this Agreement. In any such court proceeding, Miller will not object thereto and claim that monetary damages are an adequate remedy.", "references": ["Representations", "Integration", "Waivers", "Assignments", "Waiver Of Jury Trials", "Definitions", "Tax Withholdings", "Governing Laws", "Fees", "Existence", "Use Of Proceeds", "Venues", "Capitalization", "Interpretations", "Non-Disparagement", "Publicity", "Anti-Corruption Laws", "Authorizations", "Death", "Vesting", "Sales", "Indemnifications", "Withholdings", "Binding Effects", "Books", "Forfeitures", "Positions", "Costs", "Indemnity", "Taxes", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their respective successors and assigns.", "references": ["Survival", "Governing Laws", "Arbitration", "Interpretations", "Vacations", "Costs", "Disability", "Terms", "Books", "Litigations", "Waivers", "Counterparts", "Approvals", "Solvency", "Publicity", "Financial Statements", "Authority", "Definitions", "Taxes", "Vesting", "Indemnity", "Adjustments", "Notices", "Forfeitures", "Titles", "Records", "Remedies", "Subsidiaries", "No Defaults", "Positions", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "(a)\u00a0The proceeds of the Revolving Loans will be used on and after the Restatement Effective Date for working capital and other general corporate purposes (including the Accelerated Share Repurchase Program, other Share Repurchases and related fees and expenses) of the Borrower and the Subsidiaries and other transactions not prohibited by this Agreement, including Permitted Acquisitions; provided that no proceeds of any Loans and no Letter of Credit will be used in connection with the purchase or acquisition of Equity Interests of any Person that was preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on behalf of the Borrower or any other Subsidiary. Letters of Credit will be used by the Borrower and the Subsidiaries for general corporate purposes.", "references": ["Expenses", "Litigations", "Further Assurances", "Intellectual Property", "Closings", "No Waivers", "Definitions", "Effectiveness", "Agreements", "Subsidiaries", "Assigns", "Tax Withholdings", "Anti-Corruption Laws", "Vacations", "Death", "Notices", "Disability", "Payments", "Representations", "Benefits", "Change In Control", "Venues", "No Defaults", "Survival", "Withholdings", "Releases", "Sales", "Solvency", "Indemnity", "Enforceability", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles.", "references": ["Insurances", "Withholdings", "Use Of Proceeds", "Approvals", "Compliance With Laws", "Releases", "Severability", "Erisa", "Taxes", "Sales", "Employment", "Effectiveness", "Waivers", "Survival", "No Waivers", "Consents", "Costs", "Remedies", "Sanctions", "Construction", "General", "Specific Performance", "Base Salary", "Vesting", "No Conflicts", "Cooperation", "Submission To Jurisdiction", "Disclosures", "Venues", "Representations", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement is personal in nature and shall not be assigned by Executive. All payments and benefits provided Executive herein shall be made to his estate in the event of his death prior to his receipt thereof. The headings used in this Agreement are included for convenience only and shall not be used to interpret the meaning of any provision of this Agreement.", "references": ["No Conflicts", "Counterparts", "Applicable Laws", "Expenses", "Waiver Of Jury Trials", "Employment", "Assignments", "Enforceability", "Defined Terms", "Arbitration", "Further Assurances", "Records", "Remedies", "Warranties", "Authorizations", "Entire Agreements", "Successors", "Governing Laws", "Approvals", "Vesting", "Death", "Costs", "Positions", "Transactions With Affiliates", "Specific Performance", "Forfeitures", "Non-Disparagement", "Consent To Jurisdiction", "Waivers", "Fees", "Headings"], "gold": ["Headings"]}
+{"input": "Landlord and Tenant each represent and warrant one to another that neither of them has employed any broker in carrying on the negotiations, or had any dealings with any broker, relating to this Amendment that would give rise to a claim for commission, broker or similar fee. Landlord shall indemnify and hold Tenant harmless, and Tenant shall indemnify and hold Landlord harmless, from and against any claim or claims for brokerage or other commission arising from or out of any breach of the foregoing representation and warranty by the respective indemnitors, such indemnity to survive the Expiration Date and Access Termination Date.", "references": ["Records", "Powers", "Adjustments", "Subsidiaries", "Terminations", "Enforcements", "Approvals", "Construction", "Assignments", "Counterparts", "Effectiveness", "Effective Dates", "Costs", "Compliance With Laws", "Financial Statements", "Transactions With Affiliates", "Definitions", "Insurances", "Modifications", "Specific Performance", "Terms", "Submission To Jurisdiction", "Further Assurances", "Benefits", "Successors", "Survival", "Change In Control", "Duties", "Sanctions", "Litigations", "Brokers"], "gold": ["Brokers"]}
+{"input": "The Credit Parties agree, whether or not the transactions hereby contemplated are consummated, on demand to pay, or reimburse the Facility Agent, the Security Trustee and the Lenders for payment of, (i) the reasonable expenses of the Facility Agent, the Security Trustee and the Lenders incident to said transactions (and in connection with any supplements, amendments, waivers or consents relating thereto or incurred in connection with the enforcement or defense of any of the Creditors\u2019 rights or remedies with respect thereto or in the preservation of the Creditors\u2019 priorities under the documentation executed and delivered in connection therewith), including, without limitation, all costs and expenses of preparation, negotiation, execution and administration of this Agreement and the documents referred to herein, the reasonable and documented fees and disbursements of Lenders\u2019 counsel in connection therewith, as well as the fees and expenses of any independent appraisers, surveyors, engineers, inspectors and other consultants retained by a Lender in connection with this Agreement and the transactions contemplated hereby and under the Security Documents, (ii) all costs and expenses, if any, in connection with the enforcement of this Agreement, the Note and the Security Documents and (iii) stamp and other similar taxes, if any, incident to the execution and delivery of the documents (including, without limitation, the Note) herein contemplated and to hold the Facility Agent, the Security Trustee and the Lenders free and harmless in connection with any liability arising from the nonpayment of any such stamp or other similar taxes. Such stamp or other similar taxes and, if any, interest and penalties related thereto as may become payable after the Closing Date shall be paid immediately by the Borrower to the Facility Agent, the Security Trustee or the Lenders, as applicable, when liability therefor is no longer contested by the Facility Agent, the Security Trustee or the Lenders or reimbursed immediately by the Borrower to the Facility Agent, the Security Trustee or the Lenders after payment thereof (if the Facility Agent, the Security Trustee of the Lenders, in their sole discretion, choose to make such payment).", "references": ["Construction", "Adjustments", "Amendments", "Solvency", "Interpretations", "Change In Control", "Remedies", "Sanctions", "Waivers", "Litigations", "Subsidiaries", "Severability", "Capitalization", "Authorizations", "Non-Disparagement", "Successors", "Counterparts", "Modifications", "Records", "Transactions With Affiliates", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Consents", "Terms", "Enforcements", "Interests", "Defined Terms", "Sales", "Payments", "General", "Expenses"], "gold": ["Expenses"]}
+{"input": "Each Stockholder has the requisite corporate or similar power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by each Stockholder of this Agreement, the performance by each Stockholder of its covenants and obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby, including to contribute the Contributed Shares and accept the Class\u00a0B Exchange Shares, have been duly authorized by all necessary limited liability company or corporate actions, as applicable, on the part of each such Stockholder, and no additional corporate or similar actions on the part of any such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Stockholder enforceable against each Stockholder in accordance with its terms, subject to Enforceability Limitations. If such Stockholder is a trust, no consent of any beneficiary is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.", "references": ["Binding Effects", "Books", "Sales", "Sanctions", "Releases", "Organizations", "Taxes", "Existence", "Cooperation", "Withholdings", "Survival", "Adjustments", "No Conflicts", "Consent To Jurisdiction", "Non-Disparagement", "Approvals", "Headings", "Costs", "Effectiveness", "Terms", "Defined Terms", "Participations", "Qualifications", "Litigations", "Employment", "Capitalization", "Enforceability", "Duties", "Applicable Laws", "Positions", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement shall not be assigned by Seller, in whole or in part, without the prior written consent of Owner.", "references": ["Indemnity", "Consents", "Employment", "Integration", "Indemnifications", "Assigns", "Sales", "General", "Releases", "Costs", "Expenses", "Submission To Jurisdiction", "Change In Control", "Disability", "Non-Disparagement", "Brokers", "Adjustments", "Disclosures", "Entire Agreements", "Effective Dates", "Consent To Jurisdiction", "Books", "Confidentiality", "Intellectual Property", "Positions", "Terms", "Liens", "Governing Laws", "Venues", "Waiver Of Jury Trials", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement, the Merger Agreement, the Distribution Agreement and the other Ancillary Agreements, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, shall together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.", "references": ["Liens", "Warranties", "Disability", "No Defaults", "Amendments", "Counterparts", "Sales", "Titles", "Binding Effects", "Survival", "Defined Terms", "Terms", "Vesting", "Tax Withholdings", "Financial Statements", "Intellectual Property", "Forfeitures", "Agreements", "Construction", "Consents", "Disclosures", "Waiver Of Jury Trials", "Interpretations", "Records", "Publicity", "Solvency", "Waivers", "Change In Control", "Adjustments", "Death", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.", "references": ["General", "Binding Effects", "Existence", "Venues", "Specific Performance", "Integration", "Litigations", "Positions", "Confidentiality", "Publicity", "Tax Withholdings", "Erisa", "Interests", "Expenses", "Solvency", "Indemnifications", "Brokers", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Modifications", "Submission To Jurisdiction", "Governing Laws", "Successors", "Survival", "Severability", "Disability", "Terms", "Enforcements", "Death", "Remedies", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company and the Executive agree that all disputes, controversies, and claims arising between them concerning the subject matter of this Agreement, other than Sections 9 and 10, shall be settled by arbitration in accordance with the rules and procedures of the American Arbitration Association then in effect. The location of the arbitration will be Jacksonville, Florida or such other place as the parties may mutually agree. In rendering any award or ruling, the arbitrator or arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Florida. The parties to any such dispute, controversy, or claim shall attempt to agree upon the selection of a single arbitrator. If after a reasonable period of time the parties are unable to agree upon such a single arbitrator, then three arbitrators will be appointed with each party selecting an arbitrator from the American Arbitration Association\u2019s available panel of arbitrators, and the parties agreeing upon the selection of a third arbitrator. If the parties cannot agree upon the selection of a third arbitrator, then the two arbitrators selected by the parties shall agree upon a third arbitrator from the panel of American Arbitration Association arbitrators. If the two arbitrators are unable to so agree on a third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Any arbitration pursuant to this section shall be final and binding on the parties, and judgment upon any award rendered in such arbitration may be entered in any court, state or federal, having jurisdiction. All fees and expenses of the arbitration shall be born in accordance with Section 8. The arbitrator or arbitrators shall have no authority to award provisional relief, injunctive remedies, or punitive damages. The parties expressly acknowledge that they are waiving their right to seek remedies in court, including without limitations the right if any to a jury trial.", "references": ["Taxes", "Employment", "Defined Terms", "Consents", "Vacations", "Cooperation", "Benefits", "Terms", "Releases", "Warranties", "Financial Statements", "Survival", "Construction", "Sanctions", "Binding Effects", "Applicable Laws", "Publicity", "Enforceability", "Specific Performance", "Miscellaneous", "Duties", "Approvals", "Assignments", "Modifications", "Agreements", "Base Salary", "Confidentiality", "Use Of Proceeds", "Records", "Authority", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Second Amendment may be executed in counterparts (and by different parties and separate counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Second Amendment by telefacsimile or electronic mail or DocuSign shall be effective as delivery of a manually executed counterpart of this Second Amendment.", "references": ["Warranties", "Headings", "Books", "Terminations", "Participations", "Erisa", "Tax Withholdings", "Agreements", "Forfeitures", "Defined Terms", "Records", "Effective Dates", "Vesting", "Solvency", "Expenses", "Enforcements", "Financial Statements", "Definitions", "Duties", "Disclosures", "Construction", "Disability", "Adjustments", "Benefits", "Compliance With Laws", "Terms", "Costs", "Severability", "Applicable Laws", "Miscellaneous", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (a)\u00a0the first Business Day following the expiration of the Additional Shares Lock-up Period, (b)\u00a0the first Business Day following the expiration of the Third Lock-up Period if no Additional Shares are issued and (c)\u00a0as provided in Section\u00a02(d) on a Restriction Release Event; except that Section\u00a03(c), 4(c) and Sections 5 through 20 of this Agreement shall survive termination under this Section\u00a06.", "references": ["Powers", "Costs", "Consent To Jurisdiction", "Expenses", "Counterparts", "Withholdings", "Disclosures", "Financial Statements", "Sanctions", "Enforceability", "Taxes", "Governing Laws", "Fees", "Sales", "Qualifications", "Submission To Jurisdiction", "Books", "Vesting", "Subsidiaries", "Tax Withholdings", "Venues", "Cooperation", "Change In Control", "Capitalization", "Insurances", "Binding Effects", "Jurisdictions", "Survival", "Publicity", "Records", "Terminations"], "gold": ["Terminations"]}
+{"input": "As of the date hereof, none of the Borrowers has any Subsidiaries, except as set forth in Schedule 3.5 , which Schedule sets forth the percentage of ownership of such Borrower in each such Subsidiary as of the date of this Agreement.", "references": ["Enforcements", "Withholdings", "Warranties", "Indemnity", "Submission To Jurisdiction", "Transactions With Affiliates", "Consents", "Brokers", "Arbitration", "Capitalization", "Fees", "No Waivers", "Approvals", "Interpretations", "Publicity", "Governing Laws", "Benefits", "Disclosures", "Integration", "Severability", "Vacations", "Employment", "Expenses", "Tax Withholdings", "Miscellaneous", "Remedies", "Modifications", "Payments", "No Conflicts", "Definitions", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "No reinsurance intermediary, broker or finder has acted directly or indirectly for the Company, nor has it incurred any obligations to pay any reinsurance intermediary, brokerage or finder\u2019s fee or other commission, in connection with the transactions contemplated by this Agreement.", "references": ["Counterparts", "Waiver Of Jury Trials", "Closings", "Waivers", "Assigns", "Governing Laws", "Disability", "Consents", "Amendments", "Severability", "Specific Performance", "Releases", "Sales", "Capitalization", "No Waivers", "Payments", "Solvency", "Titles", "Taxes", "Confidentiality", "Jurisdictions", "Enforcements", "Benefits", "Terminations", "Employment", "Intellectual Property", "Integration", "Survival", "No Defaults", "Publicity", "Brokers"], "gold": ["Brokers"]}
+{"input": "In the event of any stock split (including a reverse stock split), stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or similar transaction with respect to the capital stock of the Company that affects the Subject Securities, including, without limitation, the Voting Securities, the terms of this Agreement shall apply to all additional or resulting securities such that such additional and resulting securities shall constitute Subject Securities and, to the extent that such additional or resulting securities are in respect of Voting Securities, also shall constitute Voting Securities for purposes of this Agreement.", "references": ["Indemnity", "Counterparts", "Liens", "Costs", "Waiver Of Jury Trials", "Authorizations", "Warranties", "Organizations", "Survival", "Intellectual Property", "Enforcements", "Solvency", "Interests", "Consent To Jurisdiction", "Vacations", "Further Assurances", "Subsidiaries", "Sales", "Headings", "Qualifications", "Titles", "Closings", "Effective Dates", "General", "Payments", "Assigns", "Disclosures", "Litigations", "Submission To Jurisdiction", "Benefits", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "This Agreement, those documents expressly referred to herein (including the Exchange Agreement, the Registration Rights Agreement and the Tax Receivable Agreement), any indemnity agreements entered into in connection with the First Amended and Restated LLC Agreement with any member of the board of managers at that time and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.\u00a0\u00a0For the avoidance of doubt, the First Amended and Restated LLC Agreement is superseded by this Agreement as of the Effective Time and shall be of no further force and effect thereafter.", "references": ["Tax Withholdings", "Closings", "Integration", "No Conflicts", "Miscellaneous", "Sales", "Effective Dates", "Subsidiaries", "Severability", "Death", "Survival", "Authority", "Compliance With Laws", "Vesting", "No Waivers", "Arbitration", "Assignments", "Assigns", "Submission To Jurisdiction", "Expenses", "Insurances", "Disclosures", "Existence", "Waivers", "Warranties", "Books", "Interests", "Definitions", "Anti-Corruption Laws", "Financial Statements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "CPG is a corporation duly organized, validly existing, and in good standing under the Laws of the Province of Ontario, Canada, and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. CPG has delivered to NHL complete and correct copies of the organizational documents in effect on the Effective Date (the \u201cCPG Organizational Documents\u201d). CPG has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets. Except as set forth in the CPG Schedules, CPG does not have any subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business.", "references": ["Titles", "Sales", "Cooperation", "Use Of Proceeds", "Amendments", "Organizations", "Forfeitures", "Venues", "Costs", "Agreements", "Disability", "Solvency", "Interests", "Indemnifications", "Terminations", "Counterparts", "No Waivers", "Death", "Positions", "Further Assurances", "Taxes", "No Defaults", "Publicity", "Consent To Jurisdiction", "Enforcements", "Defined Terms", "Authority", "Binding Effects", "Brokers", "Vacations", "Powers"], "gold": ["Powers"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a)\u00a0the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail attachment at the email address set forth on the signature pages\u00a0attached hereto at or prior to 5:30 p.m.\u00a0(New York City time) on a Trading Day, (b)\u00a0the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail attachment at the e-mail address as set forth on the signature pages\u00a0attached hereto on a day that is not a Trading Day or later than 5:30 p.m.\u00a0(New York City time) on any Trading Day, (c)\u00a0the second (2 nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d)\u00a0upon actual receipt by the party to whom such notice is required to be given.\u00a0 The address for such notices and communications shall be as set forth on the signature pages\u00a0attached hereto.", "references": ["Taxes", "Use Of Proceeds", "Fees", "Definitions", "Cooperation", "Closings", "Approvals", "Warranties", "Tax Withholdings", "Severability", "Enforcements", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Waivers", "Publicity", "Agreements", "Defined Terms", "Disability", "Indemnity", "Effectiveness", "Miscellaneous", "Capitalization", "Indemnifications", "Governing Laws", "Transactions With Affiliates", "Participations", "Employment", "Authority", "Venues", "Survival", "Notices"], "gold": ["Notices"]}
+{"input": "Agent shall have received in form and substance satisfactory to Agent, (i) evidence that adequate insurance, including without limitation, casualty and liability insurance, required to be maintained under this Agreement is in full force and effect, and (ii)\u00a0insurance certificates issued by the Loan Parties\u2019 insurance broker containing such information regarding the Loan Parties\u2019 casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured as applicable.", "references": ["Sales", "Headings", "Specific Performance", "Qualifications", "Waivers", "Fees", "Further Assurances", "Sanctions", "Duties", "Construction", "Binding Effects", "Compliance With Laws", "Adjustments", "Vacations", "Solvency", "Definitions", "Releases", "Submission To Jurisdiction", "Counterparts", "Change In Control", "Tax Withholdings", "Survival", "Erisa", "Jurisdictions", "Financial Statements", "Representations", "Venues", "Severability", "Powers", "Agreements", "Insurances"], "gold": ["Insurances"]}
+{"input": "The execution, delivery and performance of this Agreement, and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Formation Documents or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party and that is not filed as an SEC Document or other document filed with the SEC, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Formation Documents, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Purchaser owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Securities in accordance with the terms hereof and thereof and to issue the Conversion Shares. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the \u201cOTCBB\u201d), or OTCQB and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB, or OTCQB, in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.", "references": ["Adjustments", "Further Assurances", "No Waivers", "Forfeitures", "Defined Terms", "Transactions With Affiliates", "Change In Control", "Insurances", "Terms", "Liens", "Costs", "Indemnity", "Erisa", "Venues", "Litigations", "Titles", "Existence", "Miscellaneous", "Assignments", "No Defaults", "Cooperation", "Benefits", "Amendments", "Compliance With Laws", "Closings", "Withholdings", "Governing Laws", "Releases", "Solvency", "Tax Withholdings", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The above Recitals are incorporated herein by reference. All capitalized terms used in this First Amendment shall have the meanings given to such terms as set forth in the Original Agreement unless otherwise defined or noted herein and all references in the Original Agreement to \u201cthis Agreement\u201d shall be references to the Original Agreement as amended by this First Amendment.", "references": ["Interpretations", "Binding Effects", "Vesting", "Notices", "Sales", "Governing Laws", "Intellectual Property", "Indemnifications", "Duties", "Assignments", "Base Salary", "Enforcements", "Fees", "Insurances", "Releases", "Entire Agreements", "Organizations", "Defined Terms", "Closings", "Cooperation", "Change In Control", "Financial Statements", "Modifications", "Payments", "Withholdings", "Confidentiality", "Waivers", "Erisa", "Venues", "Taxes", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Joinder Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument.", "references": ["Remedies", "Non-Disparagement", "Effectiveness", "Authority", "Use Of Proceeds", "Applicable Laws", "Defined Terms", "Organizations", "Arbitration", "Authorizations", "Titles", "Publicity", "Compliance With Laws", "Interests", "Brokers", "Disability", "Venues", "Modifications", "No Conflicts", "Warranties", "Sales", "Consent To Jurisdiction", "Qualifications", "Subsidiaries", "Employment", "Existence", "No Waivers", "Assigns", "Further Assurances", "General", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Eligible Employee may elect to become a Participant by enrolling or re-enrolling in the Plan effective as of any Enrollment Date. In order to enroll, an Eligible Employee must complete, sign and submit to the Company an enrollment form in such form, manner and by such deadline as may be specified by the Committee from time to time (in its discretion and on a nondiscriminatory basis). Any Participant whose option expires and who has not withdrawn from the Plan automatically will be re-enrolled in the Plan on the Enrollment Date immediately following the Purchase Date on which his or her option expires.", "references": ["Non-Disparagement", "Closings", "Taxes", "No Conflicts", "Terminations", "Confidentiality", "Fees", "Liens", "Costs", "Severability", "Change In Control", "Specific Performance", "No Waivers", "Compliance With Laws", "Payments", "Indemnifications", "Disclosures", "Applicable Laws", "Consents", "Solvency", "Remedies", "Warranties", "Enforceability", "Consent To Jurisdiction", "Publicity", "Powers", "Enforcements", "Effective Dates", "Defined Terms", "Indemnity", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement may be executed by facsimile and/or electronic signature in two or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.\u00a0 Facsimile and electronic signatures shall, for all purposes, be treated as originals.", "references": ["General", "Binding Effects", "Titles", "Duties", "Litigations", "Records", "Approvals", "Intellectual Property", "Consents", "Capitalization", "Submission To Jurisdiction", "Successors", "Further Assurances", "Sales", "Change In Control", "Death", "Payments", "Expenses", "Assigns", "Indemnifications", "Benefits", "Vacations", "Anti-Corruption Laws", "Terminations", "Taxes", "Terms", "Headings", "Enforceability", "Severability", "Disability", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Loan Party and each Subsidiary has timely filed or caused to be filed all federal, state and other Tax returns and reports required to have been filed and has paid or caused to be paid all federal, state and other Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not be expected to result in a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes.", "references": ["Payments", "Consents", "Duties", "Disclosures", "Sales", "Venues", "Fees", "Adjustments", "Publicity", "Assignments", "Representations", "Warranties", "Arbitration", "Participations", "Headings", "Indemnifications", "Change In Control", "Waiver Of Jury Trials", "Qualifications", "Authorizations", "Transactions With Affiliates", "Litigations", "Capitalization", "Interpretations", "Enforceability", "Subsidiaries", "Severability", "Organizations", "Counterparts", "No Defaults", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except as set forth in the Company Disclosure Schedule, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.", "references": ["Titles", "Existence", "Notices", "Cooperation", "Modifications", "Enforceability", "Assignments", "Consents", "Submission To Jurisdiction", "Governing Laws", "Integration", "Change In Control", "Subsidiaries", "Enforcements", "Employment", "Disability", "Headings", "Releases", "Erisa", "Binding Effects", "Construction", "Use Of Proceeds", "Indemnifications", "Jurisdictions", "Severability", "Qualifications", "Assigns", "Approvals", "Adjustments", "Taxes", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Except as otherwise indicated herein or unless the context otherwise requires, all capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.", "references": ["Authorizations", "Fees", "Vacations", "Successors", "Titles", "Waivers", "Expenses", "Existence", "Duties", "Consents", "Brokers", "Intellectual Property", "Tax Withholdings", "Disability", "Interpretations", "Further Assurances", "Solvency", "Interests", "No Defaults", "Closings", "Representations", "Authority", "Financial Statements", "Integration", "Counterparts", "Remedies", "Positions", "Notices", "Waiver Of Jury Trials", "Specific Performance", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, USA, without regard to its conflicts of law principles.\u00a0 EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN WILMINGTON, DELAWARE IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND TO THE RESPECTIVE COURTS TO WHICH AN APPEAL OF THE DECISIONS OF ANY SUCH COURTS MAY BE TAKEN , AND EACH PARTY AGREES NOT TO COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, ANY SUCH ACTION, SUIT OR PROCEEDING, EXCEPT IN SUCH A COURT.\u00a0\u00a0EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH AN ACTION, SUIT OR PROCEEDING.\u00a0 EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH ACTION, SUIT OR PROCEEDING .", "references": ["Amendments", "Sanctions", "Tax Withholdings", "Capitalization", "Effective Dates", "Death", "Insurances", "Interests", "No Defaults", "Publicity", "Construction", "Withholdings", "Waivers", "Compliance With Laws", "Base Salary", "Further Assurances", "Cooperation", "Modifications", "Existence", "Agreements", "No Conflicts", "Participations", "Qualifications", "Positions", "Assigns", "Interpretations", "Solvency", "Miscellaneous", "Titles", "Terms", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each of the Borrowers agrees that, as between the Borrowers, in their capacity as co-obligors with joint and several liability, and the Lenders, the obligations of any Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VII hereof (and shall be deemed to have become automatically due and payable in the circumstances provided in said Article VII) for purposes of Section\u00a010.01 hereof notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such obligations from becoming automatically due and payable) as against any Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by such Borrower) shall forthwith become due and payable by the other Borrowers, in their capacity as co-obligor, for purposes of such Section\u00a010.01.", "references": ["Anti-Corruption Laws", "Survival", "No Defaults", "Taxes", "Publicity", "Forfeitures", "Indemnifications", "Use Of Proceeds", "Representations", "Fees", "Expenses", "Vacations", "Terms", "Powers", "Erisa", "Benefits", "Arbitration", "Litigations", "Organizations", "Brokers", "Employment", "Positions", "Submission To Jurisdiction", "Costs", "Authority", "Sales", "Books", "Governing Laws", "Vesting", "Agreements", "Remedies"], "gold": ["Remedies"]}
+{"input": "The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (except to Holdings pursuant to a transaction permitted under Section\u00a08.2.3[Fundamental Changes], and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of Section\u00a011.8.2 [Assignments by Lenders], (ii)\u00a0by way of participation in accordance with the provisions of Section\u00a011.8.4 [Participations], or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of Section\u00a011.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0 Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section\u00a011.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Remedies", "Duties", "Waiver Of Jury Trials", "Agreements", "No Conflicts", "Effectiveness", "Expenses", "Indemnifications", "Solvency", "No Waivers", "Anti-Corruption Laws", "Vesting", "Consent To Jurisdiction", "Titles", "Employment", "Interests", "Brokers", "Sanctions", "Existence", "Payments", "Submission To Jurisdiction", "Liens", "Litigations", "Applicable Laws", "Miscellaneous", "Approvals", "Forfeitures", "Confidentiality", "Closings", "Assigns", "Successors"], "gold": ["Successors"]}
+{"input": "(a) \u00a0Interest calculated on the basis of the Prime Rate shall be calculated on the basis of a 365\u2011 (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and Facility Fees, Letter of Credit Participation Fees and Letter of Credit Fronting Fees shall be calculated on the basis of a 360\u2011day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate.", "references": ["Binding Effects", "Books", "Tax Withholdings", "Successors", "Terms", "Disclosures", "Solvency", "Forfeitures", "Sanctions", "Headings", "Approvals", "Specific Performance", "Effective Dates", "Closings", "Intellectual Property", "Indemnity", "Defined Terms", "Capitalization", "Entire Agreements", "Releases", "Non-Disparagement", "Duties", "Definitions", "Subsidiaries", "Waivers", "Remedies", "Interests", "Organizations", "Brokers", "Waiver Of Jury Trials", "Fees"], "gold": ["Fees"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (A) \u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) \u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION \u00a08.11 .", "references": ["Records", "Financial Statements", "Confidentiality", "Specific Performance", "Arbitration", "Titles", "Warranties", "Assignments", "Approvals", "Entire Agreements", "Expenses", "Base Salary", "Intellectual Property", "Jurisdictions", "Change In Control", "General", "Headings", "Anti-Corruption Laws", "Erisa", "Powers", "Enforceability", "Applicable Laws", "Survival", "Fees", "No Defaults", "Qualifications", "Effective Dates", "Sales", "Adjustments", "Non-Disparagement", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Except as otherwise provided herein, all unvested RSUs shall be immediately forfeited upon the Participant\u2019s Termination for any reason. Notwithstanding any provision of this Agreement to the contrary, all unvested RSUs shall also be immediately forfeited upon the Participant\u2019s violation of any provision of any Confidentiality and Non-Competition Agreement entered into by the Participant, as determined by the Company.", "references": ["Payments", "Transactions With Affiliates", "Assignments", "Benefits", "Existence", "Assigns", "Releases", "Disability", "Qualifications", "Notices", "Authority", "Enforceability", "Financial Statements", "Consent To Jurisdiction", "Integration", "General", "Expenses", "Entire Agreements", "Binding Effects", "Waiver Of Jury Trials", "Jurisdictions", "No Conflicts", "Waivers", "Arbitration", "Non-Disparagement", "Cooperation", "Terms", "Further Assurances", "Fees", "Taxes", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Walmart2World Money Transfer Addendum (the \u201c Walmart2World Addendum \u201d) is entered into by and between MoneyGram Payment Systems, Inc. (\u201cMoneyGram\u201d) and Wal-Mart Stores, Inc. (\u201cWalmart\u201d) as of the Amendment Effective Date and is a part of, and incorporated into, that certain Amended and Restated Master Trust Agreement, effective February 1, 2016 by and between Walmart and MoneyGram (as amended, the \u201c Agreement \u201d). Pursuant to this Walmart2World Addendum, MoneyGram hereby authorizes Walmart to sell, and Walmart agrees to offer and sell, the Walmart2World Money Transfer Services at physical Agent Locations in the United States.", "references": ["Definitions", "Employment", "Closings", "Waiver Of Jury Trials", "Positions", "Payments", "Non-Disparagement", "Effective Dates", "Severability", "Enforcements", "Notices", "Publicity", "No Conflicts", "Amendments", "Consents", "Entire Agreements", "Transactions With Affiliates", "Interests", "Modifications", "Taxes", "Benefits", "General", "Approvals", "Binding Effects", "Confidentiality", "Sales", "Anti-Corruption Laws", "Intellectual Property", "Withholdings", "Compliance With Laws", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Lender Joinder Agreement may be executed by one or more of the parties to this Lender Joinder Agreement on any number of separate counterparts (including by telecopy and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the same instrument.", "references": ["Existence", "Integration", "Terminations", "Assigns", "Sales", "Governing Laws", "Applicable Laws", "Costs", "Books", "Litigations", "Submission To Jurisdiction", "No Defaults", "Waivers", "Compliance With Laws", "Withholdings", "Successors", "Financial Statements", "Enforceability", "Powers", "Agreements", "No Waivers", "Authorizations", "Effective Dates", "Terms", "Erisa", "Effectiveness", "Defined Terms", "Further Assurances", "Entire Agreements", "Representations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If at any time after the date hereof, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision has no force or effect, but the illegality or unenforceability of such provision has no effect on the legality or enforceability of any other provision of this Agreement.", "references": ["Assignments", "Tax Withholdings", "Closings", "Cooperation", "Modifications", "Qualifications", "Anti-Corruption Laws", "Disability", "Authorizations", "Litigations", "Entire Agreements", "Forfeitures", "No Conflicts", "Further Assurances", "Survival", "Agreements", "General", "Base Salary", "Venues", "Interpretations", "Records", "Consents", "Definitions", "Employment", "Enforceability", "Adjustments", "Indemnity", "Intellectual Property", "Expenses", "Costs", "Severability"], "gold": ["Severability"]}
+{"input": "Except as set forth in Schedule 6.4 or as required under the HSR Act and filings that will be made pursuant to the rules and regulations of the New York Stock Exchange or any other applicable securities exchange, the execution, delivery, and performance of this Agreement and the other Transaction Documents by Purchaser and Parent, and the consummation of the transactions contemplated by this Agreement and any other Transaction Documents, do not (a) \u00a0contravene, conflict with, or violate or breach any provision of the Governing Documents of any Purchaser Entity, (a) violate any Order applicable to any Purchaser Entity as a party in interest, (a) violate any Law applicable to any Purchaser Entity, (a) require that any Purchaser Entity obtain, make or comply with or (a) contravene, conflict with, or violate or breach any provision of any agreement or instrument to which any Purchaser Entity is a party that, with or without notice or lapse of time or both, would constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right (including right to payment), benefit or obligation of any Purchaser Entity or to a loss of any right (including right to payment), benefit or obligation to which any Purchaser Entity is entitled under any provision of any Contract binding upon any Purchaser Entity, except in each case of the foregoing clauses\u00a0(b) through (e) for any matters that would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.", "references": ["Taxes", "Notices", "Brokers", "Intellectual Property", "Adjustments", "Death", "Integration", "Counterparts", "Benefits", "Effectiveness", "Consent To Jurisdiction", "Specific Performance", "Positions", "Successors", "Amendments", "Effective Dates", "Consents", "Arbitration", "Qualifications", "Forfeitures", "Authority", "Entire Agreements", "Erisa", "Solvency", "Base Salary", "No Defaults", "Anti-Corruption Laws", "Cooperation", "Representations", "Vesting", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Plan Administrator, in his sole discretion, shall interpret and construe the provisions of the Plan (and any underlying documents or policies).", "references": ["Remedies", "Forfeitures", "Assignments", "Closings", "Submission To Jurisdiction", "Benefits", "Notices", "Modifications", "Terms", "Venues", "Jurisdictions", "Effective Dates", "Transactions With Affiliates", "Vesting", "Effectiveness", "Waivers", "Terminations", "Organizations", "Disability", "Counterparts", "Entire Agreements", "Titles", "Indemnifications", "Change In Control", "Erisa", "Litigations", "Payments", "Positions", "Sales", "Publicity", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Company\u2019s obligation to deliver shares of Stock or pay any amount pursuant to the terms of any Option shall be subject to the satisfaction of applicable federal, state and local tax withholding requirements; provided that, an Optionee may satisfy any such withholding tax obligation by any of the following means or by a combination of such means: (i) tendering a cash payment, (ii) authorizing the Company to withhold shares of Stock otherwise issuable to the Optionee valued at Fair Market Value on Date of Exercise, or (iii) delivering to the Company already owned and unencumbered shares of Stock valued at Fair Market Value on Date of Exercise.", "references": ["Vesting", "Terms", "No Defaults", "Interpretations", "Indemnity", "Disclosures", "Survival", "Subsidiaries", "Books", "Waivers", "Anti-Corruption Laws", "Tax Withholdings", "Duties", "Jurisdictions", "Death", "Confidentiality", "Governing Laws", "Defined Terms", "Miscellaneous", "Powers", "Integration", "Severability", "Transactions With Affiliates", "Effectiveness", "Warranties", "Further Assurances", "Agreements", "Enforcements", "No Waivers", "Brokers", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "You acknowledge that you have knowingly and voluntarily entered into this Agreement and that the Company advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for twenty-one (21) days from your receipt of this Agreement before signing it (the \u201c Consideration Period \u201d). To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by Bradford\u00a0J. Smith (BSmith@goodwinlaw.com) at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) days from the date when you sign this Agreement, you have the right to revoke this Agreement by written notice to Mr.\u00a0Smith, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) day revocation period. This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the \u201c Effective Date \u201d).", "references": ["Titles", "Confidentiality", "Governing Laws", "Representations", "Entire Agreements", "Brokers", "Erisa", "Taxes", "Books", "Insurances", "Records", "Payments", "Base Salary", "Modifications", "Jurisdictions", "Participations", "Sanctions", "Fees", "Litigations", "Successors", "Expenses", "Vesting", "Warranties", "Integration", "Headings", "Applicable Laws", "No Conflicts", "Waivers", "Authorizations", "Remedies", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or, the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.", "references": ["Authorizations", "Sanctions", "Effective Dates", "Erisa", "Closings", "Solvency", "Disclosures", "Terms", "Use Of Proceeds", "Vacations", "Counterparts", "Jurisdictions", "Applicable Laws", "Capitalization", "Venues", "Construction", "Successors", "Positions", "Cooperation", "Titles", "Tax Withholdings", "Vesting", "Death", "Assigns", "Costs", "Indemnity", "Headings", "Taxes", "Sales", "No Defaults", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement and the other Loan Documents represent the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. There are no promises, undertakings, representations or warranties by the Administrative Agent, the Collateral Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.", "references": ["Costs", "Terms", "Governing Laws", "Powers", "Consents", "Erisa", "Effective Dates", "Subsidiaries", "Taxes", "Solvency", "Positions", "Existence", "Miscellaneous", "Withholdings", "Submission To Jurisdiction", "Base Salary", "Authorizations", "Warranties", "Remedies", "Fees", "Releases", "Counterparts", "Records", "Brokers", "Change In Control", "No Conflicts", "Terminations", "Use Of Proceeds", "Cooperation", "Applicable Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Schedule 3.03 states the name of each of the Borrower\u2019s Subsidiaries as of the Effective Date, its jurisdiction of organization, the issued and outstanding Equity Interests and the owners thereof.\u00a0 Each of the Loan Parties has good and marketable title to all of the Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens). All Equity Interests of the Borrower\u2019s Subsidiaries have been validly issued, and all such Equity Interests are fully paid and, in the case of each Subsidiary that is a corporation, nonassessable.\u00a0 All capital contributions and other consideration required to be made or paid in connection with the issuance of such Equity Interests have been made or paid, as the case may be.\u00a0 As of the Effective Date, there are no options, warrants or other rights outstanding to purchase any Equity Interests of the Borrower\u2019s Subsidiaries except as indicated on Schedule 3.03 .", "references": ["Sales", "Integration", "Fees", "Miscellaneous", "Records", "Tax Withholdings", "Indemnity", "Powers", "Sanctions", "Terms", "Organizations", "Entire Agreements", "Vesting", "Interests", "Vacations", "Compliance With Laws", "Counterparts", "Books", "Death", "Representations", "Survival", "Binding Effects", "Consent To Jurisdiction", "Disclosures", "Indemnifications", "Costs", "Disability", "Defined Terms", "Waivers", "Financial Statements", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Committee, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing.", "references": ["Remedies", "Books", "Indemnifications", "Adjustments", "Participations", "Agreements", "Effective Dates", "Waivers", "Indemnity", "Tax Withholdings", "Assignments", "Duties", "Vacations", "Consents", "No Conflicts", "Non-Disparagement", "Binding Effects", "Solvency", "Qualifications", "Enforceability", "Defined Terms", "Submission To Jurisdiction", "Terminations", "Capitalization", "Governing Laws", "No Waivers", "Payments", "Releases", "Publicity", "Costs", "Notices"], "gold": ["Notices"]}
+{"input": "The Borrowers, the Required Lenders, the Administrative Agent and the other parties hereto agree that on the Restatement Date, the Credit Agreement and all exhibits and annexes thereto shall be amended and restated in the form of the Fourth Amended and Restated Credit Agreement attached hereto as Exhibit\u00a0A (the \u201c Fourth Amended and Restated Credit Agreement \u201d) and any term or provision of the Credit Agreement which is different from that set forth in the Fourth Amended and Restated Credit Agreement shall be replaced and superseded in all respects by the terms and provisions of the Fourth Amended and Restated Credit Agreement.", "references": ["Death", "Effective Dates", "Survival", "Erisa", "Titles", "Sanctions", "Specific Performance", "Qualifications", "Notices", "Confidentiality", "Entire Agreements", "Vacations", "Compliance With Laws", "Severability", "Arbitration", "Liens", "Construction", "Payments", "Remedies", "Closings", "Representations", "Financial Statements", "Terminations", "Transactions With Affiliates", "General", "Binding Effects", "Existence", "Subsidiaries", "Cooperation", "Duties", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each of Holdings, Intermediate Holdings , the Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that are due and payable, including in its capacity as a withholding agent, except (a) Taxes (or any requirement to file Tax returns with respect thereto) that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to file or pay, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Capitalization", "Successors", "Consent To Jurisdiction", "Use Of Proceeds", "Change In Control", "Adjustments", "Releases", "Withholdings", "No Conflicts", "Construction", "Authority", "Binding Effects", "Indemnifications", "Books", "Confidentiality", "Qualifications", "Publicity", "Terms", "Duties", "Non-Disparagement", "Vacations", "Transactions With Affiliates", "Cooperation", "Records", "Costs", "No Waivers", "Specific Performance", "Venues", "Sales", "Jurisdictions", "Taxes"], "gold": ["Taxes"]}
+{"input": "Any party hereto or beneficiary hereof may by written notice to the other parties \u00a0( A )\u00a0extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, ( B )\u00a0waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and ( C )\u00a0waive or modify performance of any of the obligations of the other parties under this Agreement.\u00a0\u00a0Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein.\u00a0\u00a0The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party\u2019s or beneficiary\u2019s rights or privileges hereunder or shall be deemed a waiver of such party\u2019s or beneficiary\u2019s rights to exercise the same at any subsequent time or times hereunder.", "references": ["Cooperation", "Authority", "Duties", "Positions", "Remedies", "Books", "Powers", "Entire Agreements", "Headings", "Agreements", "Litigations", "Enforceability", "Intellectual Property", "Brokers", "Liens", "Applicable Laws", "Records", "Financial Statements", "Terms", "Solvency", "Jurisdictions", "Adjustments", "Erisa", "Transactions With Affiliates", "Closings", "Base Salary", "Consent To Jurisdiction", "Withholdings", "Assigns", "Submission To Jurisdiction", "Waivers"], "gold": ["Waivers"]}
+{"input": "(a) . In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Separation Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.", "references": ["Erisa", "Powers", "Disclosures", "Disability", "Employment", "Integration", "Counterparts", "Consent To Jurisdiction", "Authority", "Solvency", "Organizations", "Remedies", "Modifications", "Effectiveness", "Representations", "Waiver Of Jury Trials", "Agreements", "Transactions With Affiliates", "General", "Terminations", "Expenses", "Waivers", "Cooperation", "Liens", "Indemnity", "Qualifications", "Releases", "Books", "Headings", "Successors", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the Fair Market Value of one (1)\u00a0share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld.\u00a0The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee.\u00a0Any fractional shares of Common Stock shall be settled in cash.", "references": ["Employment", "Disability", "Qualifications", "Costs", "Modifications", "Forfeitures", "Authority", "Solvency", "Interests", "Cooperation", "Erisa", "Successors", "Terminations", "Consents", "Releases", "Indemnifications", "Adjustments", "Arbitration", "Amendments", "Remedies", "Applicable Laws", "Closings", "Authorizations", "Sales", "General", "Approvals", "Non-Disparagement", "Definitions", "Litigations", "Titles", "Payments"], "gold": ["Payments"]}
+{"input": "Each of the Borrower and each of its Restricted Subsidiaries owns or has the right to use all patents, trademarks, permits, domain names, service marks, trade names, copyrights, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, necessary for the present conduct of its or their business, without, to the knowledge of the Borrower, any infringement of the intellectual property rights of others which, or the failure to own or have such right to use which, as the case may be, would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.", "references": ["Subsidiaries", "Terminations", "Transactions With Affiliates", "Survival", "Benefits", "Fees", "Modifications", "Books", "Remedies", "Vacations", "Assigns", "Financial Statements", "Brokers", "Severability", "Confidentiality", "Tax Withholdings", "Existence", "Assignments", "Insurances", "Entire Agreements", "Enforcements", "Sales", "No Conflicts", "Duties", "Costs", "Representations", "Non-Disparagement", "Interests", "Governing Laws", "Terms", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "The representations and warranties of Company set forth in this Agreement, in any certificate or other document delivered to Purchasers by or on behalf of Company pursuant to or in connection with this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise specifically provided herein or therein.\u00a0\u00a0None of the representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Purchasers by or on behalf of Company pursuant to or in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances when made and as of the Closing Date. Any certificate signed by an officer of Company and delivered to the Purchasers or to counsel for Purchasers shall be deemed to be a representation and warranty by Company to the Purchasers as to the matters set forth therein.", "references": ["Intellectual Property", "Jurisdictions", "Expenses", "Indemnity", "Books", "Participations", "Taxes", "Compliance With Laws", "Liens", "Interpretations", "Non-Disparagement", "Litigations", "Submission To Jurisdiction", "Miscellaneous", "Successors", "Specific Performance", "Headings", "Vacations", "Disability", "Capitalization", "Solvency", "Duties", "Notices", "Disclosures", "Consent To Jurisdiction", "Insurances", "Closings", "Authorizations", "Existence", "Indemnifications", "Representations"], "gold": ["Representations"]}
+{"input": "Borrower will indemnify and hold harmless Lender from and against all claims of brokers and agents arising by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby.", "references": ["Costs", "Terminations", "Benefits", "Effective Dates", "Books", "Titles", "Authorizations", "Integration", "Binding Effects", "Tax Withholdings", "Records", "Liens", "Assigns", "Consents", "Indemnity", "Waivers", "Non-Disparagement", "Representations", "Employment", "Headings", "Assignments", "Interests", "Expenses", "Remedies", "Positions", "Payments", "Publicity", "Definitions", "Modifications", "Vesting", "Brokers"], "gold": ["Brokers"]}
+{"input": "Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction with respect to any Grantor shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof with respect to such Grantor, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction with respect to such Grantor. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["Benefits", "Consents", "Waivers", "Terms", "Vesting", "Authorizations", "Entire Agreements", "Successors", "Capitalization", "Positions", "Financial Statements", "Enforceability", "Forfeitures", "Binding Effects", "Costs", "Withholdings", "Existence", "Warranties", "Non-Disparagement", "Applicable Laws", "Erisa", "Adjustments", "Governing Laws", "Death", "General", "Waiver Of Jury Trials", "Use Of Proceeds", "Interests", "Compliance With Laws", "Payments", "Severability"], "gold": ["Severability"]}
+{"input": "Except as otherwise set forth herein, this Release constitutes the entire agreement between the Company and me as to any matter referred to in this Release and supersedes all other agreements between the Company and me. In executing this Release, I am not relying upon any agreement, representation, written or oral statement, understanding, omission, or course of conduct that is not expressly set forth in this Release.", "references": ["Tax Withholdings", "Intellectual Property", "Venues", "Counterparts", "Cooperation", "Duties", "Survival", "Binding Effects", "Brokers", "Releases", "Integration", "Indemnifications", "Waivers", "Severability", "Death", "Costs", "Assigns", "Withholdings", "Waiver Of Jury Trials", "Capitalization", "Arbitration", "Effectiveness", "Governing Laws", "Sanctions", "Fees", "Qualifications", "Participations", "Erisa", "Modifications", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Amendment reflects the entire understanding of the Borrower and other Loan Parties as to the matters set forth herein.", "references": ["Jurisdictions", "Specific Performance", "Vacations", "Taxes", "Amendments", "Cooperation", "Transactions With Affiliates", "Closings", "Defined Terms", "Assignments", "Forfeitures", "Authority", "Positions", "Successors", "Non-Disparagement", "Subsidiaries", "Qualifications", "Base Salary", "Disclosures", "Governing Laws", "Capitalization", "Survival", "Use Of Proceeds", "Organizations", "Books", "Assigns", "Existence", "Compliance With Laws", "Tax Withholdings", "Terminations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Seller will deliver to Purchaser copies of the signed Tenant Estoppel promptly following Seller's receipt thereof.", "references": ["Warranties", "Defined Terms", "Payments", "Participations", "Tax Withholdings", "Authorizations", "Change In Control", "Interpretations", "Enforceability", "Financial Statements", "Compliance With Laws", "Duties", "Successors", "Base Salary", "Employment", "Costs", "Capitalization", "Anti-Corruption Laws", "Representations", "Confidentiality", "Vacations", "Agreements", "Entire Agreements", "Erisa", "Terminations", "Integration", "General", "Severability", "Terms", "Closings", "Approvals"], "gold": ["Approvals"]}
+{"input": "Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.", "references": ["Sanctions", "Construction", "Remedies", "Closings", "Severability", "Interests", "Terms", "Death", "Further Assurances", "Effective Dates", "Vacations", "Solvency", "Vesting", "Consents", "Qualifications", "Waiver Of Jury Trials", "Warranties", "Duties", "Assignments", "Representations", "Indemnifications", "Brokers", "Organizations", "Use Of Proceeds", "Headings", "Consent To Jurisdiction", "Assigns", "Applicable Laws", "Approvals", "Authority", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument; and all signatures need not appear on any one Counterpart.", "references": ["Powers", "Disability", "Tax Withholdings", "Confidentiality", "Duties", "Records", "Integration", "Terms", "Subsidiaries", "Withholdings", "Indemnity", "Assigns", "Enforceability", "Publicity", "Intellectual Property", "Entire Agreements", "Notices", "Further Assurances", "Closings", "General", "Waivers", "Successors", "Financial Statements", "Employment", "Participations", "Indemnifications", "Death", "Expenses", "Consent To Jurisdiction", "Interpretations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Participation in the Plan is subject to any minimum required tax and/or social security withholding on income of the Participant in connection with the Plan.\u00a0 Each Participant agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes and/or social security from any payment of any kind otherwise due to the Participant, including Shares issuable under the Plan.", "references": ["Representations", "Closings", "Vacations", "Titles", "Entire Agreements", "Payments", "Organizations", "Solvency", "Defined Terms", "Disclosures", "Construction", "Non-Disparagement", "Agreements", "Change In Control", "Taxes", "Authorizations", "Duties", "Successors", "Approvals", "Arbitration", "Interpretations", "Effective Dates", "Assignments", "Sales", "Transactions With Affiliates", "Adjustments", "Waivers", "Counterparts", "Enforcements", "Venues", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "(a) The term of Executive\u2019s employment under this Agreement shall be effective as of the Effective Date, and shall continue until the five (5)-year anniversary of the Effective Date (the \u201c Initial Expiration Date \u201d), provided that on the Initial Expiration Date and each subsequent anniversary of the Initial\u00a0Expiration\u00a0Date, the\u00a0term of Executive\u2019s\u00a0employment under this\u00a0Agreement shall be extended for one (1) additional\u00a0year unless either party provides written notice to the other party at least ninety (90) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive\u2019s employment hereunder shall not be so extended (in which case, Executive\u2019s employment under this Agreement shall terminate on the Initial Expiration Date or expiration of the extended term, as applicable); provided , \u00a0 however , that Executive\u2019s employment under this Agreement may be terminated at any time pursuant to the provisions of Section 5. The period of time from the Effective Date through the termination of this Agreement and Executive\u2019s employment hereunder pursuant to its terms is\u00a0herein referred to as the \u201c Term \u201d; and the date on which the Term is\u00a0scheduled to expire ( i.e ., the Initial\u00a0Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the \u201c Expiration\u00a0Date .\u201d Notwithstanding anything contained herein to the contrary, if\u00a0upon the effective date of a Change in Control, the Expiration Date is less than two (2) years from the date of such Change in Control, the Term shall automatically be renewed so that the Expiration Date is two (2) years from the effective date of such Change in Control.", "references": ["Assigns", "No Conflicts", "Fees", "Books", "Remedies", "Approvals", "Publicity", "Subsidiaries", "Financial Statements", "Effectiveness", "Erisa", "Specific Performance", "Confidentiality", "Cooperation", "Adjustments", "Existence", "Applicable Laws", "Amendments", "Submission To Jurisdiction", "Terminations", "Positions", "Notices", "Interpretations", "Vesting", "Use Of Proceeds", "Headings", "Sanctions", "Counterparts", "Integration", "Modifications", "Terms"], "gold": ["Terms"]}
+{"input": "This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Chicago, Illinois, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company\u2019s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.", "references": ["Submission To Jurisdiction", "Notices", "Qualifications", "Miscellaneous", "Non-Disparagement", "Construction", "Indemnity", "Amendments", "Employment", "Modifications", "Disclosures", "Survival", "Vesting", "Enforceability", "Integration", "Counterparts", "Taxes", "Solvency", "No Waivers", "Remedies", "Existence", "Binding Effects", "Litigations", "Consent To Jurisdiction", "No Defaults", "Sanctions", "Approvals", "Representations", "Assigns", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section \u00a010.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Insurances", "Payments", "Severability", "Waiver Of Jury Trials", "Sales", "Intellectual Property", "Consents", "Enforceability", "Cooperation", "Withholdings", "Miscellaneous", "Notices", "Arbitration", "Costs", "Existence", "Subsidiaries", "Enforcements", "Confidentiality", "Releases", "Capitalization", "Specific Performance", "Applicable Laws", "Participations", "Effective Dates", "Assignments", "Authorizations", "Litigations", "Transactions With Affiliates", "Authority", "Compliance With Laws", "Survival"], "gold": ["Survival"]}
+{"input": "EXCEPT AS EXPRESSLY SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO THE TERMS OF SECTION 6(A), TENANT AGREES THAT NEITHER LANDLORD NOR ANY AGENT OF LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY AS TO THE SUITABILITY OF THE DEMISED PREMISES FOR THE CONDUCT OF TENANT\u2019S BUSINESS. TENANT AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, NEITHER LANDLORD NOR LANDLORD\u2019S AGENTS HAVE MADE ANY REPRESENTATIONS OR PROMISES WITH RESPECT TO THE PHYSICAL CONDITION OF THE LAND UPON WHICH THE DEMISED PREMISES IS LOCATED, EXPENSES OF OPERATION OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE DEMISED PREMISES, AND NO RIGHTS, EASEMENTS OR LICENSES ARE ACQUIRED BY TENANT BY IMPLICATION OR OTHERWISE. TENANT HAS INSPECTED THE DEMISED PREMISES AND IS THOROUGHLY ACQUAINTED WITH THEIR CONDITION, AND AGREES TO TAKE THE SAME \u201cAS IS\u201d (SUBJECT TO THE LANDLORD\u2019S WORK ATTACHED HERETO AS EXHIBIT \u201cE\u201d). Tenant shall, within thirty (30) business days after the Delivery Date, furnish Landlord with a written statement that Tenant has accepted the Demised Premises and that Landlord has fully complied with Landlord\u2019s covenants and obligations hereunder (or Tenant shall specifically describe in such statement Landlord\u2019s outstanding obligations, if any). If Tenant shall fail to deliver such statement prior to the expiration of such 30-day period, Landlord shall be deemed to have (i)\u00a0delivered the Demised Premises to Tenant and (ii)\u00a0complied with Landlord\u2019s covenants and obligations hereunder. Landlord shall assign any and all construction-related warranties arising or existing by virtue of Landlord\u2019s Work to the use and benefit of Tenant.", "references": ["Terms", "Assignments", "Entire Agreements", "Compliance With Laws", "Releases", "Authority", "Survival", "Severability", "Litigations", "Confidentiality", "Submission To Jurisdiction", "Enforceability", "Warranties", "General", "Jurisdictions", "Agreements", "Defined Terms", "Death", "Duties", "Waiver Of Jury Trials", "No Waivers", "Indemnity", "Indemnifications", "Construction", "Books", "Notices", "Benefits", "Further Assurances", "Tax Withholdings", "Taxes", "Waivers"], "gold": ["Waivers"]}
+{"input": "All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Authorizations", "Brokers", "Transactions With Affiliates", "Fees", "Survival", "Vacations", "Jurisdictions", "Positions", "Terminations", "Interests", "Disability", "Litigations", "Assignments", "Titles", "Erisa", "Binding Effects", "Modifications", "Defined Terms", "Sales", "Solvency", "Consent To Jurisdiction", "Duties", "No Conflicts", "Employment", "Waivers", "Construction", "Change In Control", "Base Salary", "No Waivers", "Assigns", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Each Loan Party and its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, and licenses (collectively, \u201c IP Rights \u201d) that are used in and material to the operation of the business of the Borrowers and the Restricted Subsidiaries, taken as a whole. To the best knowledge of each Loan Party, no slogan or other advertising device, product, process, method, substance, part or other material now employed by any Loan Party or any Restricted Subsidiary infringes upon any rights held by any other Person except where such infringement could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 6.17, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Loan Party, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "references": ["Definitions", "Modifications", "Change In Control", "Severability", "Cooperation", "Defined Terms", "Taxes", "Benefits", "Base Salary", "Submission To Jurisdiction", "Confidentiality", "Payments", "Forfeitures", "Sales", "Waivers", "Capitalization", "No Waivers", "Indemnifications", "Enforceability", "Organizations", "Jurisdictions", "Non-Disparagement", "Expenses", "Use Of Proceeds", "Participations", "Litigations", "Further Assurances", "Headings", "General", "Indemnity", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Loan Parties shall execute and deliver to the Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants set forth in the Loan Documents after giving effect to the increase, and Borrower shall pay the cost of any updated UCC searches and any and all intangible taxes or other taxes, assessments or charges or any similar fees, taxes or expenses which are demanded in connection with such increase.", "references": ["Benefits", "Cooperation", "Successors", "Consents", "Construction", "Records", "Applicable Laws", "Use Of Proceeds", "Miscellaneous", "Transactions With Affiliates", "Modifications", "Governing Laws", "Fees", "Qualifications", "Binding Effects", "Headings", "Effective Dates", "Erisa", "Effectiveness", "Interests", "Taxes", "Closings", "Change In Control", "Authorizations", "Interpretations", "Severability", "Counterparts", "Indemnity", "Amendments", "Waiver Of Jury Trials", "Expenses"], "gold": ["Expenses"]}
+{"input": "Within five (5)\u00a0days following the date of Termination of Employment (or such later date provided for in Section\u00a02.g. hereof), the Company shall pay to the Executive in a lump sum the Executive\u2019s full salary through the date of Termination of Employment at the rate in effect at the time notice of termination is given (disregarding any reduction in base salary described in clause (B)\u00a0of Section\u00a01 h.(ii) hereof) and shall also pay to the Executive all compensation and benefits payable to the Executive through the date of Termination of Employment under the terms of any compensation or benefit plan, program or arrangement maintained by the Employer, such compensation and benefits to be paid at the times prescribed by the applicable plan, program or arrangement. The Company shall also pay the Executive\u2019s normal post-termination compensation and benefits to the Executive as such payments become due. Such post termination compensation and benefits shall be determined under, and paid in accordance with, the Employer\u2019s retirement, insurance and other compensation or benefit plans, programs and arrangements most favorable to the Executive in effect at any time during the 180-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to executives of the Company of comparable status and position to the Executive.", "references": ["Taxes", "Definitions", "Qualifications", "Modifications", "No Conflicts", "Liens", "Participations", "Positions", "Specific Performance", "Sanctions", "Waiver Of Jury Trials", "Governing Laws", "Notices", "Enforceability", "Intellectual Property", "Duties", "Erisa", "Interpretations", "Defined Terms", "Litigations", "Venues", "Use Of Proceeds", "Employment", "Powers", "Indemnity", "Sales", "Vesting", "Authorizations", "Jurisdictions", "Entire Agreements", "Benefits"], "gold": ["Benefits"]}
+{"input": "THIS WAIVER SHALL BE GOVERNED BY INTERNAL LAWS OF THE STATE OF CALIFORNIA, REGARDLESS OF CHOICE OF LAWS PROVISIONS OF SUCH STATE OR ANY OTHER JURISDICTION.", "references": ["Intellectual Property", "Insurances", "Enforcements", "Defined Terms", "Subsidiaries", "Warranties", "Binding Effects", "Enforceability", "Closings", "Publicity", "Anti-Corruption Laws", "Integration", "Waivers", "Participations", "Notices", "Counterparts", "Vacations", "Litigations", "Effective Dates", "Organizations", "Modifications", "Specific Performance", "Consents", "No Conflicts", "Assignments", "Assigns", "Brokers", "Taxes", "Amendments", "Base Salary", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings between the parties, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.", "references": ["Interpretations", "Successors", "Vesting", "Existence", "Erisa", "Litigations", "Approvals", "Indemnifications", "Submission To Jurisdiction", "Agreements", "Miscellaneous", "Headings", "Amendments", "Disclosures", "Solvency", "Death", "Counterparts", "Assigns", "Remedies", "Assignments", "Terminations", "Consent To Jurisdiction", "Definitions", "Brokers", "Withholdings", "Forfeitures", "Notices", "Capitalization", "Binding Effects", "Sales", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The issuance of the Warrant Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such Warrant Shares, shall be made without charge to the Holder for any tax or other charge of whatever nature in respect of such issuance and the Company shall bear any such taxes in respect of such issuance.", "references": ["Disability", "Defined Terms", "Tax Withholdings", "Anti-Corruption Laws", "Entire Agreements", "Authority", "Severability", "Remedies", "Notices", "Specific Performance", "Capitalization", "Construction", "Records", "Employment", "Intellectual Property", "Indemnifications", "Assigns", "Use Of Proceeds", "Modifications", "Expenses", "Releases", "Representations", "Definitions", "Transactions With Affiliates", "Cooperation", "No Defaults", "Further Assurances", "Binding Effects", "Non-Disparagement", "Solvency", "Taxes"], "gold": ["Taxes"]}
+{"input": "In the event of a Change of Control, the Option shall, only to the extent not then vested or previously forfeited or cancelled, become fully vested and exercisable in accordance with Section 11(b)(i) of the Plan, subject to Section 11(b)(ii) of the Plan.", "references": ["Authority", "Confidentiality", "Compliance With Laws", "Defined Terms", "No Waivers", "Governing Laws", "Warranties", "Releases", "Positions", "Modifications", "Sanctions", "Withholdings", "Assigns", "Payments", "Venues", "Vacations", "Non-Disparagement", "Agreements", "Jurisdictions", "Employment", "Brokers", "Interpretations", "Notices", "Books", "Integration", "Fees", "Definitions", "Death", "Authorizations", "Consents", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The Representative shall indemnify CONSULTANT, and hold it harmless, to the maximum extent permitted under applicable law, if it is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Representative or its affiliates, by reason of the fact that the CONSULTANT is or was serving at the request of the Representative as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, including attorneys\u2019 fees, judgments, fines and amounts paid in settlement. Expenses incurred by the Executive in defending a civil or criminal action, suit or proceeding referenced herein shall be promptly and timely paid by the Representative in advance of the final disposition of such action, suit or proceeding at the written request of the CONSULTANT, provided the CONSULTANT agrees to repay such amount to the extent that it is ultimately determined that the CONSULTANT is not entitled to indemnification. The right to indemnification or advances as provided by this Agreement shall be enforceable by the CONSULTANT in any court of competent jurisdiction. The CONSULTANT 's expenses incurred in connection with successfully establishing the CONSULTANT 's right to indemnification or advances, in whole or in part, in any civil or criminal action, suit or proceeding shall also be indemnified by the Representative. Notwithstanding any other provision of this Agreement, the Representative hereby agrees to indemnify the CONSULTANT to the full extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Representative's Certificate of Incorporation, the Bylaws or by statute. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which the CONSULTANT may be entitled under the Representative's Certificate of Incorporation, the Bylaws, any agreement, any vote of shareholders or directors, the Delaware General Corporation Law, or otherwise. The indemnification provided under this Agreement shall continue to remain valid and enforceable by the CONSULTANT even though this Agreement has terminated.", "references": ["No Defaults", "Benefits", "Costs", "Confidentiality", "Disclosures", "Vacations", "Litigations", "Solvency", "Warranties", "Construction", "Assigns", "No Conflicts", "Positions", "Existence", "Amendments", "Use Of Proceeds", "Entire Agreements", "Authority", "Effective Dates", "Remedies", "Integration", "Intellectual Property", "Consent To Jurisdiction", "Submission To Jurisdiction", "Qualifications", "No Waivers", "Sales", "Indemnity", "Consents", "Tax Withholdings", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each party\u2019s obligations under this Section\u00a02.16 shall survive the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.", "references": ["Erisa", "Releases", "Amendments", "Further Assurances", "Disability", "Powers", "Governing Laws", "Solvency", "Change In Control", "Capitalization", "Vacations", "Publicity", "Positions", "Financial Statements", "Enforceability", "Consents", "Transactions With Affiliates", "Terminations", "Benefits", "Non-Disparagement", "Submission To Jurisdiction", "Tax Withholdings", "Indemnity", "Disclosures", "Titles", "Death", "Waiver Of Jury Trials", "Records", "Adjustments", "Closings", "Survival"], "gold": ["Survival"]}
+{"input": "August 10, 2017, the date on which the provisions of this amended and restated Plan become effective, except as otherwise provided herein. The original Effective Date of the Plan was December 23, 1982.", "references": ["Authorizations", "Solvency", "Specific Performance", "Liens", "Use Of Proceeds", "Publicity", "Financial Statements", "Base Salary", "Amendments", "Approvals", "Applicable Laws", "Definitions", "Expenses", "Anti-Corruption Laws", "Enforcements", "Enforceability", "General", "Brokers", "Fees", "Organizations", "No Conflicts", "Titles", "Closings", "Integration", "Terminations", "No Defaults", "Waiver Of Jury Trials", "Tax Withholdings", "Insurances", "Jurisdictions", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "No failure or delay on the part of the Administrative Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to the Administrative Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.", "references": ["Enforcements", "Use Of Proceeds", "Definitions", "Vacations", "Brokers", "Authorizations", "Compliance With Laws", "Records", "Transactions With Affiliates", "Death", "Interpretations", "Indemnity", "Closings", "Venues", "Effective Dates", "Construction", "Fees", "Duties", "Costs", "Anti-Corruption Laws", "Jurisdictions", "Miscellaneous", "Adjustments", "Enforceability", "Erisa", "Cooperation", "Warranties", "Governing Laws", "Liens", "Taxes", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.\u00a0\u00a0Each of the Indenture Trustee and the holders of the Notes are express third party beneficiaries of this Agreement, and, as such, the Indenture Trustee or the Controlling Party acting on behalf of the holders of the Notes (subject to the terms and conditions of the Indenture) shall have full power and authority to enforce the provisions of this Agreement against the parties hereto.\u00a0\u00a0No provision of this Agreement is intended to confer any rights or remedies hereunder upon any Person other than the Indenture Trustee and any holders of the Notes and the parties hereto.", "references": ["Intellectual Property", "Definitions", "Disclosures", "Arbitration", "Jurisdictions", "Amendments", "Base Salary", "Binding Effects", "Transactions With Affiliates", "Solvency", "Effective Dates", "Indemnity", "Forfeitures", "Remedies", "No Defaults", "Financial Statements", "Releases", "Compliance With Laws", "Applicable Laws", "Interpretations", "Vacations", "Powers", "Authorizations", "Use Of Proceeds", "Terminations", "Disability", "Agreements", "Authority", "Taxes", "Severability", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each of this Amendment and the Amended Credit Agreement constitutes the legal, valid and binding obligation of the Borrowers, enforceable against the Borrowers in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors\u2019 rights generally and general principles of equity.", "references": ["Tax Withholdings", "Agreements", "Disability", "Organizations", "Base Salary", "Anti-Corruption Laws", "Books", "Specific Performance", "Costs", "Subsidiaries", "No Defaults", "Solvency", "Participations", "Severability", "Powers", "Releases", "Governing Laws", "Litigations", "Authority", "Financial Statements", "Authorizations", "Submission To Jurisdiction", "Insurances", "Jurisdictions", "Effective Dates", "Assignments", "Notices", "Vesting", "Withholdings", "Assigns", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement is a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors\u2019 rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).", "references": ["Publicity", "Waivers", "Further Assurances", "Binding Effects", "Interpretations", "Transactions With Affiliates", "Death", "Non-Disparagement", "Modifications", "Compliance With Laws", "Agreements", "Arbitration", "Terms", "Powers", "Successors", "Defined Terms", "Solvency", "Specific Performance", "Vacations", "Records", "Governing Laws", "Confidentiality", "No Defaults", "Participations", "Capitalization", "General", "Anti-Corruption Laws", "Severability", "Sanctions", "Assignments", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Closing Price of one Common Share on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in Common Shares valued at fair market value, or any combination thereof, as determined by the Committee. Any fractional Common Share shall be settled in cash.", "references": ["Miscellaneous", "Definitions", "Interpretations", "Warranties", "Use Of Proceeds", "Effectiveness", "Further Assurances", "Remedies", "Existence", "Anti-Corruption Laws", "Participations", "Releases", "Disability", "Litigations", "Titles", "Adjustments", "Terms", "Governing Laws", "Consents", "Insurances", "Costs", "Assignments", "Integration", "Solvency", "Venues", "Powers", "Compliance With Laws", "Forfeitures", "Base Salary", "Authorizations", "Payments"], "gold": ["Payments"]}
+{"input": "Except as set forth in Note 4. Related Party Transactions\u201d to the audited financial statements included in the Form 10-K filed with the Commission on April 30, 2018 or in \u201cItem 13. Certain Relationships and Related Transactions, and Director Independence\u201d of the Form 10-K/A filed with the Commission on April 30, 2018, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.", "references": ["Governing Laws", "Interests", "Modifications", "Brokers", "Effective Dates", "Existence", "Releases", "Assignments", "Tax Withholdings", "Duties", "No Conflicts", "Titles", "Books", "Organizations", "Financial Statements", "Positions", "Successors", "Venues", "Confidentiality", "Liens", "Further Assurances", "Defined Terms", "Authorizations", "Enforcements", "Jurisdictions", "Agreements", "Effectiveness", "Approvals", "Publicity", "Withholdings", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "(a) Maintain such insurance, to such extent and against such risks as is prudent in the good faith judgment of the Borrowers.", "references": ["Publicity", "Withholdings", "Representations", "Litigations", "Sales", "Assigns", "Qualifications", "Interests", "Survival", "Tax Withholdings", "Defined Terms", "Enforceability", "Binding Effects", "Applicable Laws", "Effective Dates", "Employment", "Governing Laws", "Use Of Proceeds", "Transactions With Affiliates", "Vesting", "Severability", "Intellectual Property", "Anti-Corruption Laws", "Approvals", "Remedies", "Records", "Disclosures", "Capitalization", "Liens", "Brokers", "Insurances"], "gold": ["Insurances"]}
+{"input": "The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of Buyer, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder.", "references": ["Cooperation", "Counterparts", "Construction", "Brokers", "Remedies", "Benefits", "Consent To Jurisdiction", "Sanctions", "Authorizations", "Applicable Laws", "Erisa", "Positions", "Base Salary", "Duties", "Liens", "Effective Dates", "Waivers", "Terms", "Disability", "Use Of Proceeds", "Adjustments", "No Defaults", "Organizations", "Vacations", "Transactions With Affiliates", "Non-Disparagement", "Miscellaneous", "Qualifications", "Agreements", "Survival", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Ratable Share of the Available Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender\u2019s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date made, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender\u2019s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender\u2019s Revolving Credit Commitment is amended pursuant to the operation of Sections 2.06(b), (c) or (d), an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.", "references": ["Non-Disparagement", "Taxes", "Sanctions", "Organizations", "Litigations", "Vesting", "Survival", "Intellectual Property", "Closings", "Disability", "Assigns", "Amendments", "Compliance With Laws", "Base Salary", "Authorizations", "Authority", "Definitions", "Transactions With Affiliates", "Erisa", "Waiver Of Jury Trials", "Severability", "Sales", "Expenses", "Titles", "Subsidiaries", "Adjustments", "Jurisdictions", "Duties", "Enforcements", "No Waivers", "Participations"], "gold": ["Participations"]}
+{"input": "Each and every right, power and remedy herein given to the Assignee shall be cumulative and shall be in addition to every other right, power and remedy of the Assignee now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy, whether herein given or otherwise existing, may be exercised from time to time, in whole or in part, and as often and in such order as may be deemed expedient by the Assignee, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Assignee in the exercise of any right or power or in the pursuance of any remedy accruing upon any breach or default by the Assignor shall impair any such right, power or remedy or be construed to be a waiver of any such right, power or remedy or to be an acquiescence therein; nor shall the acceptance by the Assignee of any security or of any payment of or on account of any of the amounts due from the Assignor under or in connection with the Credit Agreement or any document delivered in connection therewith and maturing after any breach or default or of any payment on account of any past breach or default be construed to be a waiver of any right to take advantage of any future breach or default or of any past breach or default not completely cured thereby.", "references": ["Subsidiaries", "Change In Control", "Anti-Corruption Laws", "Terminations", "Benefits", "Integration", "Brokers", "Capitalization", "Waiver Of Jury Trials", "Records", "Withholdings", "Forfeitures", "Cooperation", "Powers", "Consents", "Litigations", "Successors", "Disability", "Indemnifications", "Governing Laws", "Tax Withholdings", "No Defaults", "Qualifications", "Enforcements", "Modifications", "Organizations", "Definitions", "Transactions With Affiliates", "Counterparts", "Financial Statements", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) unaudited Consolidated balance sheets and related statements of income, changes in equity and cash flows of Ultimate Parent for each subsequent fiscal quarter after December 31, 2015 ended at least 45 days before the Closing Date.", "references": ["Indemnifications", "Liens", "Subsidiaries", "Books", "General", "Interpretations", "Assignments", "Titles", "Waiver Of Jury Trials", "Entire Agreements", "Warranties", "Effective Dates", "Waivers", "Confidentiality", "Headings", "Submission To Jurisdiction", "Costs", "Severability", "Jurisdictions", "Definitions", "Existence", "Releases", "Authorizations", "Records", "Consent To Jurisdiction", "No Conflicts", "Binding Effects", "Sanctions", "Governing Laws", "Powers", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Revolving Lenders, each Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.\u00a0 In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason.\u00a0 Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["General", "Notices", "Terminations", "Vacations", "Waivers", "Further Assurances", "Brokers", "Consents", "Agreements", "Amendments", "Defined Terms", "Integration", "Sales", "Use Of Proceeds", "Enforceability", "Jurisdictions", "Withholdings", "Submission To Jurisdiction", "Costs", "Modifications", "Benefits", "Payments", "Expenses", "Arbitration", "Definitions", "Headings", "Effectiveness", "No Waivers", "Assigns", "Erisa", "Participations"], "gold": ["Participations"]}
+{"input": "The Board shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.", "references": ["Integration", "Duties", "Definitions", "Subsidiaries", "Construction", "Erisa", "Powers", "Jurisdictions", "Warranties", "Adjustments", "Specific Performance", "Tax Withholdings", "Assigns", "Qualifications", "Arbitration", "Financial Statements", "Cooperation", "Base Salary", "Sales", "Indemnifications", "Headings", "Effectiveness", "Counterparts", "Brokers", "Litigations", "Severability", "Representations", "Compliance With Laws", "Payments", "Positions", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Borrower hereby confirms that the indemnification provisions set forth in Section\u00a010.4 of the Credit Agreement shall apply to this Amendment and the transactions contemplated hereby.", "references": ["Waiver Of Jury Trials", "Binding Effects", "Closings", "Powers", "Litigations", "Specific Performance", "Definitions", "Sales", "Authority", "Approvals", "Tax Withholdings", "Duties", "Modifications", "Death", "No Waivers", "Intellectual Property", "Counterparts", "Remedies", "Jurisdictions", "Transactions With Affiliates", "Severability", "Subsidiaries", "Employment", "Organizations", "No Conflicts", "Miscellaneous", "Use Of Proceeds", "Assignments", "Solvency", "Effectiveness", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Agreement may be amended, discharged or terminated, or any of its provisions waived, only by a written instrument executed by the party to be charged.", "references": ["Disability", "Vacations", "Successors", "General", "Jurisdictions", "Authorizations", "Venues", "Consents", "Cooperation", "Organizations", "Effective Dates", "Arbitration", "Specific Performance", "Disclosures", "Qualifications", "Applicable Laws", "Vesting", "Interests", "Taxes", "Warranties", "Financial Statements", "Entire Agreements", "Benefits", "Interpretations", "Solvency", "Publicity", "Intellectual Property", "Fees", "No Conflicts", "Governing Laws", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as disclosed in the filings made by Provider with the Securities and Exchange Commission, there are no actions, suits or proceedings pending or, to the best of Provider\u2019s knowledge threatened against or affecting Provider or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Provider and its Subsidiaries taken as a whole, (ii) the ability of Provider to perform its obligations under this Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of Recipient hereunder. Provider is not default with respect to any order of any court, arbitrator or governmental body and does not have any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 6(d) .", "references": ["Submission To Jurisdiction", "Miscellaneous", "Subsidiaries", "Specific Performance", "Amendments", "Costs", "Approvals", "Anti-Corruption Laws", "Records", "Headings", "Waiver Of Jury Trials", "Interests", "No Defaults", "Governing Laws", "Titles", "Waivers", "Effectiveness", "Organizations", "Jurisdictions", "Sanctions", "Compliance With Laws", "Tax Withholdings", "Taxes", "Further Assurances", "Construction", "Existence", "Payments", "Cooperation", "Qualifications", "Integration", "Litigations"], "gold": ["Litigations"]}
+{"input": "Recognizing that the knowledge, information and relationship with customers, suppliers and agents, and the knowledge of the Company\u2019s and its parents\u2019, subsidiaries\u2019 and affiliates\u2019 business methods, systems, plans and policies, which Executive shall hereafter establish, receive or obtain as an employee of the Company or any such parent, subsidiary or affiliate, are valuable and unique assets of the businesses of the Company and its parents, subsidiaries and affiliates, Executive agrees that, during and after the Term hereunder, she shall not (otherwise than pursuant to her duties hereunder) disclose, without the prior written approval of the Board, any such knowledge or information pertaining to the Company or any of its parents, subsidiaries and affiliates, their business, personnel or policies, to any person, firm, corporation or other entity, for any reason or purpose whatsoever. The provisions of this Section\u00a011(b) shall not apply to information which is or shall become generally known to the public or the trade (except by reason of Executive\u2019s breach of her obligations hereunder), information which is or shall become available in trade or other publications and information which Executive is required to disclose by law or an order of a court of competent jurisdiction. If Executive is required by law or a court order to disclose such information, she shall notify the Company of such requirement and provide the Company an opportunity (if the Company so elects) to contest such law or court order. Executive agrees that all tangible materials containing confidential information, whether created by Executive or others which shall come into Executive\u2019s custody or possession during Executive\u2019s employment shall be and is the exclusive property of the Company or its parents, subsidiaries and affiliates. Upon termination of Executive\u2019s employment for any reason whatsoever, Executive shall immediately surrender to the Company all confidential information and property of the Company or its parents, subsidiaries or affiliates in Executive\u2019s possession.", "references": ["Authorizations", "Miscellaneous", "No Conflicts", "Severability", "Arbitration", "Integration", "Waivers", "Venues", "Forfeitures", "Disability", "Entire Agreements", "Intellectual Property", "Governing Laws", "Defined Terms", "Representations", "Further Assurances", "Effective Dates", "Organizations", "Remedies", "Specific Performance", "Consent To Jurisdiction", "Indemnity", "Terms", "Effectiveness", "Definitions", "Tax Withholdings", "Erisa", "Notices", "Use Of Proceeds", "Survival", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affecting or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.", "references": ["Successors", "No Waivers", "Publicity", "Base Salary", "Modifications", "Agreements", "Sanctions", "Assigns", "Records", "Anti-Corruption Laws", "Assignments", "Enforcements", "Expenses", "Arbitration", "Confidentiality", "Survival", "Waivers", "Consent To Jurisdiction", "Definitions", "Payments", "Interests", "Further Assurances", "Vesting", "Tax Withholdings", "Miscellaneous", "Change In Control", "Subsidiaries", "Liens", "Existence", "Cooperation", "Severability"], "gold": ["Severability"]}
+{"input": "The Committee shall be responsible for the general administration and interpretation of this Plan and the proper execution of its provisions and shall have full discretion to carry out its duties. In addition to the powers of the Committee specified elsewhere in this Plan, the Committee shall have all discretionary powers necessary to discharge its duties under this Plan. The Committee, in its discretion, shall (a) interpret or construe the Plan, and resolve ambiguities, inconsistencies and omissions, (b) prescribe, amend, and rescind any rules and regulations, as necessary or appropriate for the administration of the Plan, and prescribe the use of such forms as it deems necessary or appropriate for the efficient administration of this Plan, (c) select Employees for participation in the Plan in accordance with Article 3 , and (d) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the Plan, including, deciding the eligibility of any person to participate in this Plan and all questions on appeal concerning this Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or a Subsidiary, the Company\u2019s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan.", "references": ["Insurances", "Existence", "Headings", "Agreements", "Powers", "Taxes", "Titles", "Interpretations", "Successors", "Employment", "Adjustments", "No Defaults", "Death", "Litigations", "No Waivers", "Qualifications", "Entire Agreements", "Positions", "Participations", "Records", "Counterparts", "Integration", "Capitalization", "Assigns", "Base Salary", "Arbitration", "Sanctions", "Duties", "Fees", "Benefits", "Authority"], "gold": ["Authority"]}
+{"input": "(a)\u00a0 Payments Free of Taxes . Any and all payments by or on account of any obligation of any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section\u00a02.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.", "references": ["Amendments", "Agreements", "Subsidiaries", "Definitions", "Sanctions", "Enforcements", "Base Salary", "Authority", "Employment", "Governing Laws", "Litigations", "Survival", "General", "Non-Disparagement", "Effectiveness", "Venues", "Waivers", "Powers", "Warranties", "Financial Statements", "Specific Performance", "Severability", "Approvals", "Consents", "Consent To Jurisdiction", "Miscellaneous", "Use Of Proceeds", "Sales", "Duties", "Closings", "Taxes"], "gold": ["Taxes"]}
+{"input": "At the Closing and on the terms and subject to the conditions set forth in this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase from Seller, for the Purchase Price (as defined below) all of the right, title and interest in and to the issued and outstanding ordinary shares of the Company (\u201c Company Ordinary Shares \u201d) and, if any, the issued and outstanding options, warrants or any other equity interests in or rights to acquire Company Ordinary Shares (\u201c Company Equity Rights \u201d; collectively with Company Ordinary Shares, the \u201c Company Shares \u201d).", "references": ["Terminations", "Assignments", "Benefits", "No Waivers", "General", "Survival", "Effective Dates", "Severability", "Liens", "Death", "Non-Disparagement", "Positions", "Releases", "Enforcements", "Duties", "Adjustments", "Use Of Proceeds", "Capitalization", "Expenses", "Further Assurances", "Approvals", "Entire Agreements", "Anti-Corruption Laws", "Construction", "Qualifications", "Brokers", "Assigns", "Solvency", "Notices", "Definitions", "Sales"], "gold": ["Sales"]}
+{"input": "The Administrative Agent may at any time give notice of its resignation to the Lenders and Debtor. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Debtor, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the \u201c Resignation Effective Date \u201d), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.", "references": ["Governing Laws", "Change In Control", "Indemnifications", "Interests", "Agreements", "Warranties", "Binding Effects", "Successors", "Assigns", "Submission To Jurisdiction", "Effective Dates", "Expenses", "Costs", "Tax Withholdings", "Defined Terms", "Sales", "Publicity", "Cooperation", "Qualifications", "Disclosures", "Employment", "Capitalization", "Duties", "Intellectual Property", "Titles", "Further Assurances", "Consents", "Miscellaneous", "Use Of Proceeds", "Releases", "Notices"], "gold": ["Notices"]}
+{"input": "The Company shall employ Employee to provide the services as are customary for a public company Chief Financial Officer (\u201cCFO\u201d), or other title that may change from time to time. Employee hereby accepts employment, upon the terms and conditions hereinafter set forth.", "references": ["Assigns", "No Conflicts", "Qualifications", "Terms", "Defined Terms", "Sales", "Vesting", "Brokers", "Applicable Laws", "Capitalization", "Terminations", "Benefits", "Releases", "Approvals", "Taxes", "Consent To Jurisdiction", "Counterparts", "Effectiveness", "Intellectual Property", "Venues", "Binding Effects", "Litigations", "Interests", "Titles", "Cooperation", "Successors", "Indemnity", "Solvency", "Closings", "Integration", "Employment"], "gold": ["Employment"]}
+{"input": "The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company\u2019s or any Subsidiary\u2019s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.", "references": ["Disclosures", "Qualifications", "Liens", "Erisa", "Change In Control", "Definitions", "Integration", "Solvency", "Interests", "Expenses", "Confidentiality", "Interpretations", "Consents", "Arbitration", "Employment", "Base Salary", "Further Assurances", "Transactions With Affiliates", "Adjustments", "Vesting", "Consent To Jurisdiction", "Use Of Proceeds", "Participations", "Assignments", "Tax Withholdings", "Survival", "General", "Headings", "Financial Statements", "Existence", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The Director\u2019s rights with respect to the DSUs granted hereunder shall be 100% vested at all times.", "references": ["Consents", "Indemnity", "Approvals", "Specific Performance", "Titles", "Erisa", "Headings", "Assignments", "No Defaults", "Notices", "Payments", "Warranties", "Disability", "Entire Agreements", "Use Of Proceeds", "Confidentiality", "Authority", "Agreements", "Representations", "Qualifications", "Terms", "Severability", "Records", "Closings", "Interpretations", "Death", "Fees", "Remedies", "Positions", "Arbitration", "Vesting"], "gold": ["Vesting"]}
+{"input": "Without in any way limiting any provision of any Document which provides for a longer period of survival, Borrower hereby agrees that (i) all representations and warranties made by Borrower in this Amendment shall continue for so long as any amount remains owing to Lender under the Note or any of the other Documents, and (ii) all representations, warranties, covenants and agreements made in this Amendment shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.", "references": ["Liens", "Remedies", "Successors", "Amendments", "Modifications", "Approvals", "Death", "Transactions With Affiliates", "Interests", "Qualifications", "Applicable Laws", "Definitions", "Withholdings", "Books", "Financial Statements", "Capitalization", "Vacations", "Use Of Proceeds", "Terms", "Tax Withholdings", "Authority", "Defined Terms", "Benefits", "Waivers", "Employment", "Severability", "Construction", "Further Assurances", "Enforcements", "Powers", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant\u2019s Termination of Service by reason of the Participant\u2019s death. This Option may thereafter be exercised by the Participant\u2019s legal representative or beneficiaries during the remaining term of the Option.", "references": ["Brokers", "Remedies", "Vesting", "Counterparts", "Integration", "Forfeitures", "Severability", "Submission To Jurisdiction", "Terms", "Publicity", "Subsidiaries", "Applicable Laws", "Employment", "Governing Laws", "Effectiveness", "Financial Statements", "Closings", "Assigns", "Payments", "Definitions", "Defined Terms", "Waiver Of Jury Trials", "Interests", "Compliance With Laws", "Benefits", "Titles", "Vacations", "Enforcements", "Duties", "Notices", "Death"], "gold": ["Death"]}
+{"input": "The effective date (the \"Effective Date\") of this Joinder Agreement is ___________, 20__.", "references": ["Arbitration", "Litigations", "Erisa", "Benefits", "Books", "Consents", "Venues", "Tax Withholdings", "Amendments", "Governing Laws", "Participations", "Use Of Proceeds", "Change In Control", "Subsidiaries", "Integration", "Taxes", "Non-Disparagement", "Brokers", "Transactions With Affiliates", "No Conflicts", "Headings", "Insurances", "Definitions", "No Waivers", "Remedies", "Forfeitures", "Interpretations", "Closings", "Anti-Corruption Laws", "Applicable Laws", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "In addition to terms defined elsewhere herein, the following terms shall have the following meanings when used in this Agreement.", "references": ["Applicable Laws", "Enforceability", "Agreements", "Erisa", "Representations", "Powers", "Specific Performance", "Subsidiaries", "Further Assurances", "Waivers", "Effective Dates", "Jurisdictions", "Notices", "Confidentiality", "Interpretations", "Liens", "Anti-Corruption Laws", "Litigations", "Use Of Proceeds", "Transactions With Affiliates", "Remedies", "Closings", "No Waivers", "Terminations", "No Conflicts", "Indemnity", "Assignments", "Consents", "Authority", "Successors", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Amendment shall become effective, and this Amendment thereafter shall be binding on the parties hereto and their respective successors and assigns, as of the date first set forth above upon the execution and delivery of counterparts by the parties hereto.", "references": ["Forfeitures", "Binding Effects", "Compliance With Laws", "Interpretations", "Liens", "Notices", "Interests", "Fees", "Sales", "Authorizations", "Defined Terms", "Applicable Laws", "Venues", "Participations", "Indemnifications", "Payments", "Further Assurances", "Death", "Anti-Corruption Laws", "Arbitration", "Waiver Of Jury Trials", "Severability", "Withholdings", "No Waivers", "Cooperation", "Agreements", "Representations", "Disability", "Submission To Jurisdiction", "Records", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "The Borrower and its Subsidiaries will use the proceeds of Loans to pay (a) capital expenditures relating to the development of Oil and Gas Properties of the Credit Parties in the Designated Area, including but not limited to facilities, infield flowlines, drilling, completion, production and incidental soft costs relating thereto, (b) to finance Investments and acquisitions of Oil and Gas Properties in the Designated Area, (c) to refinance the Obligations (as defined in the Existing Credit Agreement) and (d) other general corporate purposes and payment of the Transaction Expenses.", "references": ["Venues", "Fees", "Notices", "Disclosures", "Sanctions", "Authority", "Publicity", "Modifications", "General", "Integration", "Applicable Laws", "Benefits", "Capitalization", "Brokers", "Miscellaneous", "No Defaults", "Enforceability", "Waivers", "Remedies", "No Conflicts", "Withholdings", "Existence", "Defined Terms", "Terminations", "Interpretations", "Effectiveness", "Entire Agreements", "Duties", "Financial Statements", "Enforcements", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Participant shall be responsible for payment of any taxes or similar charges required by law to be withheld from an Award or an amount paid in satisfaction of an Award, which shall be paid by the Participant on or prior to the payment or other event that results in taxable income in respect of an Award. The Award Agreement shall specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of Award, provided that, if shares of Common Stock are withheld from delivery upon exercise of an Option or a Stock Appreciation Right, the Fair Market Value of the shares withheld shall not exceed, as of the time the withholding occurs, the minimum amount of tax for which withholding is required.", "references": ["Representations", "Qualifications", "Terminations", "Specific Performance", "Vacations", "Payments", "Forfeitures", "Base Salary", "Assigns", "Agreements", "Death", "Headings", "Taxes", "Non-Disparagement", "Insurances", "Binding Effects", "Sanctions", "Disability", "No Conflicts", "Counterparts", "Definitions", "Approvals", "Costs", "Subsidiaries", "Transactions With Affiliates", "Jurisdictions", "Construction", "Survival", "Use Of Proceeds", "Erisa", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware (regardless of the Laws that might otherwise govern under applicable Delaware principles of conflicts of Law) as to all matters, including matters of validity, construction, effect, performance and remedies.", "references": ["Sanctions", "Waiver Of Jury Trials", "Assignments", "Use Of Proceeds", "Insurances", "Publicity", "Counterparts", "Indemnity", "Erisa", "Disability", "Powers", "Defined Terms", "Jurisdictions", "Cooperation", "Binding Effects", "Construction", "Financial Statements", "Approvals", "Books", "Indemnifications", "Specific Performance", "Anti-Corruption Laws", "Effectiveness", "Effective Dates", "Terminations", "Brokers", "Duties", "Employment", "Titles", "Arbitration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Loan Party will maintain with financially sound and reputable insurance companies insurance on all Inventory in such amounts and covering such risks as is customary for companies engaging in the same or similar businesses and owning similar properties in the localities where the Loan Parties operate, or to the customary extent Borrower may be self-insured.", "references": ["Enforceability", "Expenses", "Withholdings", "Effective Dates", "Tax Withholdings", "Consents", "Publicity", "Binding Effects", "Agreements", "Releases", "Base Salary", "Sanctions", "Approvals", "Capitalization", "Integration", "Terms", "Miscellaneous", "Headings", "Definitions", "Indemnity", "Modifications", "Change In Control", "Applicable Laws", "Positions", "Erisa", "Entire Agreements", "Interests", "Organizations", "Assigns", "Notices", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such\u00a0party.", "references": ["Taxes", "Disclosures", "Governing Laws", "Indemnity", "Specific Performance", "Benefits", "Compliance With Laws", "Arbitration", "Representations", "Insurances", "Financial Statements", "Fees", "Titles", "General", "Existence", "Duties", "Brokers", "Definitions", "Non-Disparagement", "Integration", "Powers", "Consents", "Terms", "Death", "Remedies", "Effective Dates", "Indemnifications", "Further Assurances", "Tax Withholdings", "Warranties", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The proceeds of the Loan will be used by the Borrower (and, to the extent distributed by the Borrower, each Subsidiary of the Borrower) solely for working capital needs and general corporate purposes of the Borrower and its Subsidiaries.", "references": ["Indemnifications", "Intellectual Property", "Non-Disparagement", "No Conflicts", "No Waivers", "Tax Withholdings", "Interpretations", "Confidentiality", "Payments", "Fees", "Entire Agreements", "Forfeitures", "Notices", "Arbitration", "Closings", "Duties", "Adjustments", "Expenses", "Definitions", "Taxes", "Cooperation", "Consent To Jurisdiction", "Jurisdictions", "Governing Laws", "Costs", "Vacations", "Sales", "Subsidiaries", "Approvals", "Venues", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation .", "references": ["Employment", "Change In Control", "Enforceability", "Submission To Jurisdiction", "Terminations", "Arbitration", "Litigations", "Interpretations", "Duties", "Payments", "Confidentiality", "Non-Disparagement", "Liens", "Publicity", "Counterparts", "Binding Effects", "Agreements", "Organizations", "Existence", "Entire Agreements", "Effective Dates", "Construction", "Effectiveness", "Severability", "Headings", "Consent To Jurisdiction", "Specific Performance", "Insurances", "Representations", "Transactions With Affiliates", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "(a) Payments Free and Clear of Taxes . Except as otherwise provided in this Section 2.10 , each payment by any the Borrower under any Loan Document shall be made free and clear of Taxes except as required by a Requirement of Law. If any Requirement of Law requires the deduction or withholding of any Tax from any such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Indemnitee receives an amount equal to the sum it would have received had no such deduction or withholding been made.", "references": ["Binding Effects", "Interpretations", "Sanctions", "Change In Control", "Venues", "Solvency", "Submission To Jurisdiction", "Remedies", "Vacations", "Benefits", "Defined Terms", "Use Of Proceeds", "Positions", "Construction", "Qualifications", "Counterparts", "Authorizations", "Withholdings", "Waiver Of Jury Trials", "Fees", "Intellectual Property", "Arbitration", "Litigations", "Agreements", "Specific Performance", "Enforcements", "Severability", "Participations", "Miscellaneous", "Further Assurances", "Taxes"], "gold": ["Taxes"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.", "references": ["Adjustments", "Financial Statements", "Expenses", "Terms", "Records", "Solvency", "Counterparts", "Change In Control", "Liens", "Publicity", "Sanctions", "Warranties", "Binding Effects", "Sales", "General", "Anti-Corruption Laws", "Severability", "Subsidiaries", "Representations", "Cooperation", "Interests", "Existence", "Taxes", "Waivers", "Remedies", "Closings", "Entire Agreements", "Notices", "Capitalization", "Terminations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Stockholders or holder of Registrable Securities or of any assignee of the Stockholders or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.", "references": ["Subsidiaries", "Authority", "Miscellaneous", "Confidentiality", "Disclosures", "Base Salary", "Specific Performance", "Disability", "Expenses", "Headings", "Participations", "Taxes", "Enforcements", "Publicity", "Warranties", "Agreements", "Interests", "Duties", "Arbitration", "Survival", "Notices", "Liens", "Adjustments", "Indemnifications", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Terminations", "Anti-Corruption Laws", "Change In Control", "Counterparts", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement represents the entire agreement of each of the Credit Agreement Parties party hereto, and there are no promises, undertakings, representations or warranties by any of the Loan Parties relative to the subject matter hereof not expressly set forth or referred to herein.", "references": ["Counterparts", "Duties", "Interests", "Costs", "No Conflicts", "Jurisdictions", "Forfeitures", "Waiver Of Jury Trials", "Sanctions", "Positions", "Effectiveness", "Approvals", "Vesting", "Definitions", "Liens", "Change In Control", "Agreements", "Submission To Jurisdiction", "Binding Effects", "Sales", "Closings", "Enforceability", "Erisa", "Adjustments", "Organizations", "Capitalization", "Defined Terms", "Fees", "Titles", "Employment", "Integration"], "gold": ["Integration"]}
+{"input": "Following the date hereof, each party shall deliver to the other parties hereto such further information and documents and shall execute and deliver to the other parties hereto such further instruments and agreements as any other party hereto shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other party hereto the benefits hereof.", "references": ["Assigns", "Representations", "Publicity", "Severability", "Positions", "Records", "Notices", "Indemnifications", "Solvency", "Binding Effects", "General", "Assignments", "Powers", "Confidentiality", "No Defaults", "Financial Statements", "Adjustments", "Expenses", "Effectiveness", "Liens", "Authorizations", "Capitalization", "Insurances", "Entire Agreements", "Sales", "Specific Performance", "Waivers", "Governing Laws", "Brokers", "Consent To Jurisdiction", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Consultant\u2019s Services hereunder shall be for a term commencing on the close of business on the Transition Date and ending as of the close of business on October\u00a01, 2018 (collectively, the \u201c Term \u201d). Notwithstanding the foregoing, (i)\u00a0the Consultant may terminate the Term and the Consultant\u2019s Services hereunder at any time, for any reason or no reason, and (ii)\u00a0the Company may terminate the Term and the Consultant\u2019s Services hereunder only for Cause (as defined in the Employment Agreement).", "references": ["Modifications", "No Conflicts", "Defined Terms", "Authorizations", "Waiver Of Jury Trials", "Headings", "Indemnifications", "Assigns", "Waivers", "Existence", "Vacations", "Transactions With Affiliates", "Records", "Cooperation", "Non-Disparagement", "Publicity", "General", "Organizations", "Consents", "No Defaults", "Effective Dates", "Entire Agreements", "Capitalization", "Closings", "Solvency", "Subsidiaries", "Financial Statements", "Counterparts", "Indemnity", "Arbitration", "Terms"], "gold": ["Terms"]}
+{"input": "A Manager\u2019s Pension Plan Benefit under this Plan shall be vested only if and to the extent the Manager\u2019s benefits under the Pension Plan are vested. A Manager\u2019s Profit Sharing Plan Benefit under this Plan shall be vested only if and to the extent the Manager\u2019s benefits under the Profit Sharing Plan are vested.", "references": ["Jurisdictions", "Liens", "Erisa", "Headings", "Powers", "Submission To Jurisdiction", "Indemnifications", "Duties", "Assignments", "Qualifications", "Interpretations", "Intellectual Property", "Entire Agreements", "Notices", "Interests", "Waiver Of Jury Trials", "Sanctions", "Financial Statements", "Representations", "Indemnity", "Benefits", "Non-Disparagement", "Specific Performance", "Transactions With Affiliates", "Publicity", "Subsidiaries", "Organizations", "Waivers", "Binding Effects", "Disclosures", "Vesting"], "gold": ["Vesting"]}
+{"input": "Upon the expiration of the Standstill Period in accordance with Section \u00a03 , this Agreement shall immediately and automatically terminate in its entirety and no Party hereunder shall have any further rights or obligations under this Agreement; provided , however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "references": ["Powers", "Capitalization", "Representations", "Survival", "Books", "Disability", "Severability", "Authorizations", "Qualifications", "Non-Disparagement", "Vacations", "Intellectual Property", "No Waivers", "Closings", "Benefits", "Duties", "Defined Terms", "Enforcements", "Interests", "Litigations", "Disclosures", "Liens", "Agreements", "Expenses", "Jurisdictions", "Applicable Laws", "Integration", "Assigns", "Costs", "Solvency", "Terminations"], "gold": ["Terminations"]}
+{"input": "Effective July\u00a012, 2018 (the \u201c Effective Date \u201d), you will serve as the Company\u2019s Chief Financial Officer, based in the Company\u2019s headquarters in Baltimore, Maryland. You will report to the Company\u2019s CEO.\u00a0 During the Employment Term, you shall devote all your business time, energy and skill and your best efforts to the performance of your duties with the Company.", "references": ["Costs", "Qualifications", "Consent To Jurisdiction", "Assigns", "Books", "Amendments", "Representations", "Non-Disparagement", "Authorizations", "Governing Laws", "Authority", "Severability", "Subsidiaries", "Construction", "Adjustments", "Warranties", "Liens", "Organizations", "Use Of Proceeds", "Titles", "Existence", "Compliance With Laws", "No Conflicts", "Integration", "Capitalization", "Arbitration", "Change In Control", "Disability", "Consents", "Sanctions", "Positions"], "gold": ["Positions"]}
+{"input": "Except as is otherwise provided in the Plan, where applicable, the provisions of this Agreement shall be governed by the internal laws of the State of Nevada, without regard to the principles of conflicts of laws thereof.", "references": ["Intellectual Property", "No Conflicts", "Disability", "Entire Agreements", "Qualifications", "Financial Statements", "Agreements", "Payments", "No Defaults", "Subsidiaries", "Litigations", "Existence", "Organizations", "Anti-Corruption Laws", "Employment", "Definitions", "Expenses", "Interests", "Enforceability", "Powers", "Sales", "Fees", "Applicable Laws", "Liens", "Change In Control", "Transactions With Affiliates", "Counterparts", "Successors", "Titles", "Severability", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement, including any exhibits or appendices hereto along with the offer letter to which this Agreement is attached, contains and comprises the entire understanding and agreement between Executive and Pier 1 Imports and fully supersedes any and all prior agreements or understandings between Executive and Pier 1 Imports with respect to the subject matter contained herein, and may be amended only by a writing signed by both parties.", "references": ["Expenses", "Amendments", "Intellectual Property", "Confidentiality", "Assigns", "Binding Effects", "Venues", "Integration", "Indemnity", "Severability", "Enforceability", "Terms", "Taxes", "Erisa", "Positions", "Vacations", "Counterparts", "Disclosures", "Cooperation", "Publicity", "Terminations", "Use Of Proceeds", "Closings", "Representations", "Governing Laws", "Vesting", "Definitions", "Liens", "Forfeitures", "Consent To Jurisdiction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a)\u00a0on the date of delivery if delivered personally, or by electronic mail or facsimile, upon confirmation of receipt, or (b)\u00a0on the first business day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice.", "references": ["Subsidiaries", "Headings", "Qualifications", "Fees", "Interpretations", "Agreements", "Adjustments", "No Waivers", "Jurisdictions", "Death", "Authority", "Publicity", "No Defaults", "Interests", "Amendments", "Consent To Jurisdiction", "Capitalization", "Employment", "Binding Effects", "Base Salary", "Specific Performance", "Further Assurances", "Forfeitures", "Remedies", "Litigations", "Disability", "Modifications", "General", "Effective Dates", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an \u201c Action \u201d) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the S ecurities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.\u00a0\u00a0Neither the Company nor any Subsidiary, nor any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.\u00a0\u00a0There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.\u00a0\u00a0The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Amendments", "Governing Laws", "Withholdings", "Adjustments", "Liens", "Enforceability", "Integration", "Fees", "Disability", "Records", "Publicity", "Consents", "Indemnifications", "Qualifications", "Authorizations", "Remedies", "Construction", "Confidentiality", "Disclosures", "Capitalization", "Entire Agreements", "Headings", "Counterparts", "Waiver Of Jury Trials", "Titles", "Organizations", "Interpretations", "Releases", "Vacations", "Severability", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to the conflict of laws provisions.", "references": ["Closings", "Consents", "Intellectual Property", "Non-Disparagement", "Agreements", "Sanctions", "Participations", "Jurisdictions", "Base Salary", "Change In Control", "Existence", "Sales", "Publicity", "Records", "Vacations", "Insurances", "Specific Performance", "Anti-Corruption Laws", "Transactions With Affiliates", "Disclosures", "Approvals", "Effective Dates", "Payments", "Successors", "Compliance With Laws", "Integration", "Financial Statements", "Notices", "Employment", "Qualifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be amended or modified only by a written instrument signed by each of the Parties.", "references": ["Publicity", "Venues", "Insurances", "Agreements", "Adjustments", "Waivers", "No Conflicts", "Compliance With Laws", "Sales", "Titles", "Payments", "Vacations", "Definitions", "Modifications", "Defined Terms", "Change In Control", "Powers", "Consent To Jurisdiction", "Terminations", "Tax Withholdings", "Waiver Of Jury Trials", "Arbitration", "Organizations", "Withholdings", "Remedies", "Benefits", "Participations", "Qualifications", "Counterparts", "Representations", "Amendments"], "gold": ["Amendments"]}
+{"input": "Executive shall have responsibilities, duties and authorities reasonably accorded to, expected of, and consistent with Executive\u2019s position as Vice President, General Counsel, and Secretary. During the Employment Period, Executive shall devote her full business time and attention to the Company\u2019s business and shall promote its success and shall perform the duties and responsibilities assigned to her by the Reporting Authority from time to time to the best of her ability and with reasonable diligence. This Section 3 shall not be construed as preventing Executive from (a) serving on advisory committees or boards with the written permission of the Reporting Authority, such permission not to be unreasonably withheld or delayed; (b)\u00a0engaging in reasonable volunteer services for charitable, educational or civic organizations; or (c)\u00a0managing her personal investments in a form or manner that will not require Executive\u2019s services in the operation of the entities in which such investments are made. In any event, no such activity shall conflict with Executive\u2019s loyalties and duties to the Company or her ability to fulfill her duties and responsibilities hereunder. Executive shall at all times endeavor to in good faith comply with laws applicable to Executive\u2019s actions on behalf of the Company and its Affiliates.", "references": ["Indemnity", "Effectiveness", "Liens", "Consents", "General", "Erisa", "Fees", "Interpretations", "Benefits", "Insurances", "Construction", "Miscellaneous", "Headings", "Notices", "Integration", "Authority", "Terms", "Vacations", "Assignments", "Vesting", "Successors", "Disability", "Representations", "Terminations", "No Defaults", "Agreements", "Specific Performance", "Payments", "Qualifications", "Positions", "Duties"], "gold": ["Duties"]}
+{"input": "Except as otherwise provided herein, all notices, requests, demands, consents, instructions or other communications to or upon Trustor or Beneficiary under this Deed of Trust shall be in writing and faxed, mailed, emailed or delivered at its respective facsimile number or address set forth below. All such notices and communications shall be effective (i) when sent by an overnight courier service of recognized standing, on the second Business Day following the deposit with such service; (ii) when mailed, first-class postage prepaid and addressed as aforesaid through the United States Postal Service, upon receipt; (iii) when delivered by hand, upon delivery; and (iv) when sent by facsimile transmission or e-mail, upon confirmation of receipt.", "references": ["Insurances", "Miscellaneous", "Integration", "Records", "Headings", "Jurisdictions", "Enforceability", "Warranties", "Authorizations", "Brokers", "Erisa", "Enforcements", "Entire Agreements", "Approvals", "Defined Terms", "Costs", "Cooperation", "Publicity", "Survival", "Arbitration", "Solvency", "General", "Qualifications", "Governing Laws", "Severability", "Confidentiality", "Capitalization", "Titles", "Consents", "Consent To Jurisdiction", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment No. 2\u00a0may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment No.\u00a02, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of this Amendment No.\u00a02 by telecopier or electronic communication shall have the same force and effect as delivery of an original executed counterpart of this Amendment\u00a0No.\u00a02.", "references": ["Sales", "Waiver Of Jury Trials", "Successors", "Governing Laws", "Jurisdictions", "Change In Control", "Authorizations", "Severability", "Representations", "Fees", "Headings", "Taxes", "Applicable Laws", "Approvals", "Qualifications", "Interests", "Assigns", "Base Salary", "Construction", "Non-Disparagement", "Existence", "Anti-Corruption Laws", "Enforcements", "Capitalization", "Liens", "Arbitration", "Use Of Proceeds", "Positions", "Brokers", "Forfeitures", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The validity and effect of this Agreement shall be governed by and be construed and enforced in accordance with the laws of the State of Colorado.", "references": ["Assigns", "Powers", "Capitalization", "Notices", "Titles", "Counterparts", "Applicable Laws", "Payments", "Defined Terms", "No Conflicts", "Books", "Interests", "Representations", "Vesting", "Financial Statements", "Construction", "Disclosures", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Taxes", "Non-Disparagement", "Releases", "Liens", "Terminations", "Enforceability", "Insurances", "Effective Dates", "Intellectual Property", "Sanctions", "Fees", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Receipt by the Administrative Agent of all reasonable fees and expenses due and owing in connection with this Agreement, including, without limitation, the reasonable and documented legal fees and expenses of Moore & Van Allen PLLC, counsel to the Administrative Agent.", "references": ["Submission To Jurisdiction", "Terms", "Employment", "Definitions", "Insurances", "Applicable Laws", "Capitalization", "Compliance With Laws", "Jurisdictions", "Governing Laws", "Specific Performance", "Enforceability", "Brokers", "Waiver Of Jury Trials", "Agreements", "Duties", "Base Salary", "Intellectual Property", "Withholdings", "Releases", "Organizations", "Positions", "Closings", "Severability", "Enforcements", "Amendments", "Sanctions", "Solvency", "Qualifications", "Participations", "Fees"], "gold": ["Fees"]}
+{"input": "To the fullest extent permitted by Requirements of Law, each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder,\u00a0including any of the following:\u00a0 (a)\u00a0any demand for payment or performance and protest and notice of protest; (b)\u00a0any notice of acceptance; (c)\u00a0any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d)\u00a0any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of Borrower or any other Guarantor.\u00a0 Until the indefeasible payment in full of the Guaranteed Obligations (other than inchoate indemnity obligations), each Guarantor further unconditionally and irrevocably agrees not to (x)\u00a0enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y)\u00a0assert any claim, defense, setoff or counterclaim it may have against any other Credit Party or set off any of its obligations to such other Credit Party against obligations of such Credit Party to such Guarantor.\u00a0 No obligation of any Guarantor hereunder shall be discharged other than by complete performance.", "references": ["Sales", "Brokers", "Books", "Subsidiaries", "Binding Effects", "Transactions With Affiliates", "Vesting", "Erisa", "Severability", "Disability", "Liens", "No Waivers", "Defined Terms", "Expenses", "Benefits", "Withholdings", "Counterparts", "Base Salary", "Organizations", "Participations", "Consent To Jurisdiction", "Qualifications", "Payments", "Solvency", "Tax Withholdings", "Litigations", "Duties", "Sanctions", "Compliance With Laws", "Anti-Corruption Laws", "Waivers"], "gold": ["Waivers"]}
+{"input": "This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by the laws of the State of North Carolina without regard for reference to any choice or conflict of law principles of any jurisdiction. The parties agree that any action or proceeding with respect to this RCA or the Participant\u2019s employment with the Company shall be brought exclusively in the state or federal courts in the State of North Carolina, and the Participant voluntarily submits to the exclusive jurisdiction over the Participant\u2019s person by a court of competent jurisdiction located within the State of North Carolina. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the State of North Carolina, and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. The parties hereby knowingly and expressly waive their right to a jury trial for any claim relating to his/her/its rights or obligations under this RCA.", "references": ["Remedies", "Amendments", "Releases", "Authorizations", "Modifications", "Approvals", "Disclosures", "Closings", "Definitions", "Representations", "Indemnifications", "Effectiveness", "Interests", "Jurisdictions", "Disability", "Cooperation", "General", "Records", "Consent To Jurisdiction", "Death", "Counterparts", "Anti-Corruption Laws", "No Waivers", "Waiver Of Jury Trials", "Duties", "Change In Control", "Costs", "Adjustments", "Payments", "Publicity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All notices, requests, demands or other communications provided for hereunder shall be in writing. Notices may be given by personal delivery, by overnight courier, by electronic mail with acknowledgement of receipt requested or received, or by certified or registered United Sates mail, return receipt requested. Except as otherwise expressly provided herein, notice shall be deemed to have been given (a)\u00a0if by personal delivery, on the date of delivery; (b)\u00a0if by overnight courier, on the earlier of the date delivery is first attempted or the next Business Day after the same has been delivered to a reputable commercial overnight courier; (c)\u00a0if by electronic mail, on the date of such transmission if sent by 5:00 p.m. (Houston time) on a Business Day, or if sent thereafter, on the next Business Day; and (d)\u00a0if by certified or registered United States Mail, on the earlier of the date delivery is first attempted or three (3)\u00a0Business Days after delivery to the United States Post Office, postage prepaid, return receipt requested. Notices shall be sent to the intended recipient at the addresses set forth below its signature on the signature page, or to the most recent addresses which the indented recipient has provided to the other parties for purposes of, and in accordance with, this Section \u00a05.8 .", "references": ["Financial Statements", "Submission To Jurisdiction", "Confidentiality", "Benefits", "No Waivers", "Erisa", "Costs", "Sales", "Tax Withholdings", "Construction", "Cooperation", "Liens", "Subsidiaries", "Compliance With Laws", "Sanctions", "Vacations", "Enforceability", "Effectiveness", "Solvency", "Expenses", "Change In Control", "Representations", "Integration", "Employment", "Terminations", "Litigations", "Use Of Proceeds", "Amendments", "No Conflicts", "Approvals", "Notices"], "gold": ["Notices"]}
+{"input": "All references to the Credit Agreement shall refer to the Credit Agreement as amended by this Amendment. Except as affected by this Amendment, the Loan Documents remain unchanged and continue in full force and effect. However, in the event of any inconsistency between the terms of the Credit Agreement (as amended by this Amendment) and any other Loan Document, the terms of the Credit Agreement shall control and such other document shall be deemed to be amended to conform to the terms of the Credit Agreement. Borrower hereby reaffirms its obligations under the Loan Documents to which it is a party and agrees that all Loan Documents to which it is a party remain in full force and effect and continue to be legal, valid, and binding obligations enforceable in accordance with their terms (as the same are affected by this Amendment). Borrower hereby releases Administrative Agent and Lenders from any liability for actions or omissions in connection with the Credit Agreement and the other Loan Documents prior to the date of this Amendment.", "references": ["Applicable Laws", "Financial Statements", "Indemnity", "Interests", "Erisa", "Successors", "Specific Performance", "Jurisdictions", "Binding Effects", "Existence", "Assignments", "Brokers", "Non-Disparagement", "Adjustments", "Further Assurances", "Headings", "Books", "Miscellaneous", "Cooperation", "Use Of Proceeds", "No Waivers", "Anti-Corruption Laws", "Authority", "Taxes", "Indemnifications", "Effective Dates", "Titles", "Tax Withholdings", "Arbitration", "Litigations", "Releases"], "gold": ["Releases"]}
+{"input": "The net proceeds of the Note shall be used by the Borrower to make prepayments under the Credit Agreement and for working capital and general corporate purposes.", "references": ["Financial Statements", "Submission To Jurisdiction", "Integration", "Disclosures", "Organizations", "Representations", "Transactions With Affiliates", "Governing Laws", "Survival", "Positions", "Consent To Jurisdiction", "No Conflicts", "Insurances", "Closings", "Entire Agreements", "Taxes", "Headings", "Terminations", "Adjustments", "Further Assurances", "No Defaults", "Arbitration", "Vacations", "Non-Disparagement", "Authority", "Amendments", "Indemnifications", "Counterparts", "Vesting", "Definitions", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Securities, prior to the Additional Closing Date (i)\u00a0trading generally shall have been suspended or materially limited on or by any of The New York Stock Exchange or The Nasdaq Global Market; (ii)\u00a0trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii)\u00a0a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv)\u00a0there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.", "references": ["Participations", "Compliance With Laws", "Transactions With Affiliates", "Terms", "Venues", "Benefits", "Binding Effects", "Headings", "Construction", "No Defaults", "Successors", "Litigations", "Arbitration", "Intellectual Property", "Positions", "Waivers", "Remedies", "Costs", "Modifications", "Powers", "Cooperation", "Amendments", "Effectiveness", "Warranties", "Erisa", "General", "Interpretations", "Counterparts", "Non-Disparagement", "Base Salary", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Plan will be construed in accordance with and governed by the laws of the State of Delaware, determined without regard to its conflict of law rules.", "references": ["Specific Performance", "Enforcements", "Construction", "General", "No Waivers", "Disability", "Indemnifications", "Subsidiaries", "Survival", "Benefits", "Brokers", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Disclosures", "Tax Withholdings", "Definitions", "Further Assurances", "Intellectual Property", "Agreements", "Expenses", "Consents", "Financial Statements", "Amendments", "Closings", "Miscellaneous", "Liens", "Successors", "Participations", "Fees", "Jurisdictions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of subsection \u00a0(b) of this Section or (ii)\u00a0by way of participation in accordance with the provisions of subsection \u00a0(d) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection \u00a0(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Venues", "No Conflicts", "Arbitration", "Releases", "Sanctions", "Death", "Insurances", "Records", "No Defaults", "Remedies", "Base Salary", "Books", "Jurisdictions", "Sales", "No Waivers", "Integration", "Indemnity", "Miscellaneous", "Cooperation", "Non-Disparagement", "Terminations", "Titles", "Closings", "Capitalization", "Qualifications", "Fees", "Applicable Laws", "Binding Effects", "Authorizations", "Liens", "Successors"], "gold": ["Successors"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall deemed to be in an original but all of which together will constitute one and the same instrument.", "references": ["Compliance With Laws", "Modifications", "Payments", "Transactions With Affiliates", "Existence", "Enforcements", "Interests", "Indemnifications", "Liens", "Anti-Corruption Laws", "General", "Books", "Fees", "Records", "Applicable Laws", "Forfeitures", "Employment", "Authority", "Confidentiality", "No Defaults", "Further Assurances", "Venues", "Approvals", "Waiver Of Jury Trials", "Representations", "Enforceability", "Litigations", "Disclosures", "Solvency", "Benefits", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given: (a) upon delivery if delivered by hand to the Party to whom said notice or other communication shall have been directed; (b) one (1) business day after delivery to a commercial overnight courier for next business day delivery; or (c) if mailed by certified or registered U.S. mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed at the address set forth on the signature page hereto or to such other address(es) as may have been furnished to/by Indemnitee to/by Angelus.", "references": ["Submission To Jurisdiction", "Enforcements", "Construction", "Base Salary", "Interpretations", "Liens", "Warranties", "Jurisdictions", "No Conflicts", "Entire Agreements", "Change In Control", "Defined Terms", "Solvency", "Further Assurances", "Waivers", "Organizations", "Benefits", "Authorizations", "Records", "Qualifications", "Successors", "Consents", "Vesting", "Expenses", "Forfeitures", "Terms", "Erisa", "General", "Duties", "Participations", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom enforcement of such change or modification is sought.", "references": ["Tax Withholdings", "Organizations", "Terminations", "Remedies", "Closings", "Confidentiality", "Non-Disparagement", "Litigations", "Forfeitures", "Qualifications", "Notices", "Base Salary", "Submission To Jurisdiction", "Venues", "Capitalization", "Disability", "Construction", "Vesting", "Sales", "Records", "Waiver Of Jury Trials", "Representations", "Anti-Corruption Laws", "Vacations", "Assignments", "Costs", "Withholdings", "Entire Agreements", "Specific Performance", "No Defaults", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company has requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the Private Placement. The execution and delivery of this Agreement and the consummation of the Private Placement have been duly authorized by the Board and no other corporate proceedings on the part of the Company are necessary to authorize the Private Placement. This Agreement has been executed and delivered by the Company.", "references": ["Disclosures", "Survival", "Titles", "Closings", "Base Salary", "Venues", "Agreements", "Vacations", "General", "Payments", "Waiver Of Jury Trials", "No Waivers", "Sales", "Liens", "Enforcements", "No Conflicts", "Solvency", "Transactions With Affiliates", "Fees", "Modifications", "Submission To Jurisdiction", "Positions", "Qualifications", "Indemnifications", "Death", "Entire Agreements", "Authority", "Participations", "Intellectual Property", "Waivers", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Liens", "Terminations", "Vacations", "Representations", "Binding Effects", "Use Of Proceeds", "Successors", "Severability", "Integration", "Non-Disparagement", "Compliance With Laws", "Insurances", "Subsidiaries", "Governing Laws", "Submission To Jurisdiction", "Adjustments", "Death", "Defined Terms", "Brokers", "Confidentiality", "Remedies", "Assigns", "Publicity", "Indemnity", "Erisa", "Warranties", "Survival", "Existence", "Arbitration", "Definitions", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This Agreement and the agreements specifically incorporated herein are the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.", "references": ["Cooperation", "Severability", "Waivers", "Further Assurances", "Use Of Proceeds", "Expenses", "Terminations", "Participations", "Submission To Jurisdiction", "Compliance With Laws", "Benefits", "Disability", "Transactions With Affiliates", "Remedies", "Employment", "Notices", "Organizations", "Agreements", "Anti-Corruption Laws", "Headings", "Positions", "Subsidiaries", "Approvals", "Capitalization", "Closings", "Financial Statements", "Authorizations", "Enforceability", "No Defaults", "Waiver Of Jury Trials", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Servicer shall promptly notify and provide a copy to the Indenture Trustee within ten days upon its filing of any Form\u00a010-K and Form\u00a010-Q with the SEC.", "references": ["Terminations", "Vesting", "Existence", "Compliance With Laws", "Publicity", "Submission To Jurisdiction", "Sanctions", "Anti-Corruption Laws", "Organizations", "Applicable Laws", "Defined Terms", "Base Salary", "Litigations", "Consents", "Effective Dates", "Interpretations", "Solvency", "Disability", "Sales", "Indemnity", "Books", "Severability", "Brokers", "Vacations", "Enforcements", "Cooperation", "No Defaults", "Amendments", "Integration", "Erisa", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "That certain amended and restated letter agreement, dated September\u00a016, 2018 (the \u201c NDA \u201d), by and among the Company and Starboard, shall continue in full force and effect.", "references": ["Closings", "Solvency", "Headings", "Disclosures", "Participations", "Death", "Adjustments", "Capitalization", "Applicable Laws", "Waiver Of Jury Trials", "Governing Laws", "Modifications", "Effectiveness", "Payments", "Sanctions", "Interests", "Assigns", "Terminations", "Employment", "Indemnity", "Effective Dates", "Assignments", "Binding Effects", "Existence", "Sales", "Terms", "Disability", "Integration", "Duties", "Entire Agreements", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE BORROWER AND EACH OTHER OBLIGOR HEREBY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH LENDER, EACH AGENT AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND EXPERTS) AND AFFILIATES (COLLECTIVELY THE \u201c RELEASED PARTIES \u201d AND INDIVIDUALLY A \u201c RELEASED PARTY \u201d) FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES, EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PA RTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN EACH CASE, ON OR PRIOR TO THE DATE OF THE FIFTH AMENDMENT AND ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS FIFTH AMENDMENT, THE TERM LOAN CREDIT AGREEMENT, ANY OTHER TERM LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE \u201c RELEASED MATTERS \u201d). THE BORROWER AND EACH OTHER OBLIGOR, BY EXECUTION HEREOF, HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 4.10 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE RELEASED MATTERS.", "references": ["Amendments", "Existence", "Authority", "Employment", "Assignments", "Participations", "Submission To Jurisdiction", "Liens", "Tax Withholdings", "Sales", "Publicity", "Terminations", "Assigns", "Cooperation", "Binding Effects", "Fees", "Base Salary", "Anti-Corruption Laws", "Duties", "Enforceability", "Agreements", "Expenses", "Closings", "Entire Agreements", "Capitalization", "Taxes", "Definitions", "Records", "Brokers", "Titles", "Releases"], "gold": ["Releases"]}
+{"input": "Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority affecting any Loan Party or any of its Subsidiaries of the type described in Section \u00a04.01(f) , and promptly after the occurrence thereof, notice of any change in the status of the Disclosed Litigation from that described on Schedule 4.01(f) hereto that could reasonably be expected to have a Material Adverse Effect. For purposes of this Section \u00a05.03(e) , any litigation, arbitration, or governmental investigation or proceeding which involves an uninsured damage claim of $2,000,000 or less need not be the subject of any such notice unless it is one of a series of claims arising out of the same set of facts or circumstances which, in the aggregate, exceed $10,000,000.", "references": ["Records", "Non-Disparagement", "Headings", "Survival", "Powers", "Titles", "Vacations", "Capitalization", "Enforcements", "Approvals", "Cooperation", "Successors", "Intellectual Property", "Subsidiaries", "Representations", "Sales", "Specific Performance", "Arbitration", "General", "Governing Laws", "Qualifications", "Publicity", "No Conflicts", "Terms", "Consent To Jurisdiction", "Costs", "Interests", "Taxes", "Solvency", "Closings", "Litigations"], "gold": ["Litigations"]}
+{"input": "The provisions of this Agreement are intended to be and shall be enforceable as \u201csubordination agreement\u201d under Section\u00a0510(a) of the Bankruptcy Code.", "references": ["Arbitration", "Binding Effects", "Further Assurances", "Litigations", "Records", "Assigns", "Severability", "Releases", "Publicity", "Interpretations", "Defined Terms", "Enforcements", "Fees", "Effectiveness", "Warranties", "Terms", "Construction", "Agreements", "Books", "Employment", "Assignments", "Withholdings", "Participations", "Authorizations", "Closings", "Adjustments", "Disability", "Payments", "Indemnifications", "Insurances", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agrees expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. The terms of this Agreement and all of the Executive's rights hereunder shall inure to the benefit of, and be enforceable by, the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.", "references": ["Vacations", "Litigations", "Governing Laws", "Existence", "Sales", "Disclosures", "Base Salary", "Assigns", "Tax Withholdings", "Consents", "Interests", "Approvals", "Non-Disparagement", "Confidentiality", "Positions", "Warranties", "Organizations", "Anti-Corruption Laws", "Liens", "Transactions With Affiliates", "Fees", "Consent To Jurisdiction", "Titles", "Further Assurances", "Solvency", "Insurances", "Amendments", "Integration", "Closings", "Payments", "Successors"], "gold": ["Successors"]}
+{"input": "In this Agreement, all defined terms are capitalized and have the meaning given on Exhibit A attached hereto and made a part hereof.", "references": ["Miscellaneous", "Tax Withholdings", "Powers", "No Waivers", "Interpretations", "General", "Participations", "Effectiveness", "Taxes", "Confidentiality", "Transactions With Affiliates", "Vacations", "Insurances", "Non-Disparagement", "Positions", "Notices", "Authority", "Amendments", "Submission To Jurisdiction", "Withholdings", "Waiver Of Jury Trials", "No Conflicts", "Indemnifications", "Venues", "Fees", "Terminations", "Sanctions", "Payments", "Enforceability", "Entire Agreements", "Definitions"], "gold": ["Definitions"]}
+{"input": "HSAH shall keep proper books of account and records containing complete information relating to Products purchased and sold by HSAH, including the names of customers, the quantities purchased and the terms of each sale. HSAH shall also have in its files at all times copies of valid resale licenses of its customers if required in the Territory. HSAH\u2019s failure to maintain such valid resale licenses in its files will render HSAH liable for any and all taxes, fees, penalties and interest that may be assessed by any taxing authorities arising from such failure.", "references": ["Governing Laws", "Costs", "Indemnifications", "Warranties", "Binding Effects", "Financial Statements", "Positions", "Titles", "Terminations", "Closings", "Employment", "Tax Withholdings", "Insurances", "Base Salary", "Existence", "Venues", "Assigns", "Solvency", "Authorizations", "Change In Control", "Definitions", "Books", "Waiver Of Jury Trials", "Amendments", "Interpretations", "Taxes", "General", "Benefits", "Forfeitures", "Miscellaneous", "Records"], "gold": ["Records"]}
+{"input": "Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be delivered in accordance with the procedures set forth in the LA.", "references": ["Governing Laws", "Arbitration", "Litigations", "Closings", "Representations", "Assignments", "Consents", "Entire Agreements", "Expenses", "Fees", "Vacations", "Sanctions", "Successors", "Applicable Laws", "Indemnifications", "Terms", "Existence", "Integration", "Duties", "Severability", "Headings", "Change In Control", "Survival", "Effective Dates", "Assigns", "Cooperation", "Costs", "Books", "Payments", "Erisa", "Notices"], "gold": ["Notices"]}
+{"input": "You and Aerohive agree to submit to mandatory, exclusive and binding arbitration any controversy, dispute or claim arising out of, or relating to, this letter agreement, your employment relationship, any benefit or compensation you claim as a result of your employment, or the fact or circumstances of employment termination. However, you and Aerohive each retain the right to seek or obtain equitable relief from a court having jurisdiction over us. The determination of this arbitration will be final, binding and non-appealable by you or Aerohive, before the American Arbitration Association, and its employment arbitration rules then in-effect, and will take place in Santa Clara County, State of California, before a single arbitrator. Aerohive will bear the costs of the arbitrator; however, you will bear your own costs and fees (including attorneys\u2019 costs and fees) and Aerohive will bear its own costs and fees incurred in conjunction with the arbitration (or otherwise in conjunction with any controversy, dispute or claim between us).", "references": ["Construction", "Sales", "Binding Effects", "Adjustments", "Jurisdictions", "Taxes", "Erisa", "Successors", "Vacations", "Sanctions", "Specific Performance", "Closings", "Miscellaneous", "No Conflicts", "Organizations", "Participations", "Base Salary", "Publicity", "Authorizations", "Books", "Compliance With Laws", "Titles", "Death", "Effective Dates", "Governing Laws", "Entire Agreements", "Tax Withholdings", "Disability", "Defined Terms", "Authority", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided , however , that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.", "references": ["Remedies", "Employment", "Jurisdictions", "Authority", "Publicity", "Submission To Jurisdiction", "Terminations", "Disclosures", "Venues", "Survival", "Records", "Powers", "Vacations", "Adjustments", "Anti-Corruption Laws", "Solvency", "Arbitration", "Enforceability", "Use Of Proceeds", "Specific Performance", "Participations", "Organizations", "Withholdings", "Sales", "Further Assurances", "No Conflicts", "Severability", "Binding Effects", "Change In Control", "Qualifications", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Subject to the terms and conditions hereof, you will be employed by the Company as its Chief Executive Officer and serve as a Director on the Company\u2019s Board of Directors (the \u201cBoard\u201d ), effective as of December\u00a030, 2018 (the \u201cEmployment Date\u201d ) and continuing until terminated by you or the Company.", "references": ["Further Assurances", "Construction", "Consents", "Taxes", "Enforceability", "Governing Laws", "Costs", "Transactions With Affiliates", "Participations", "Definitions", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Compliance With Laws", "Agreements", "Payments", "Releases", "No Defaults", "Capitalization", "Authority", "Death", "Vacations", "Erisa", "Closings", "Qualifications", "Forfeitures", "Assignments", "Waivers", "Notices", "Subsidiaries", "Vesting", "Positions"], "gold": ["Positions"]}
+{"input": "There is no:\u00a0 (a)\u00a0action, suit or proceeding pending or threatened against the Buyer; or (b)\u00a0proceeding, investigation, charges, audit or inquiry threatened or pending before or by any federal, state, municipal or other governmental court, department, commission, board, bureau, agency or instrumentality which might result in an adverse effect on the Buyer.", "references": ["Use Of Proceeds", "Existence", "Governing Laws", "Effective Dates", "Positions", "Specific Performance", "Vesting", "Integration", "Assigns", "No Waivers", "General", "Confidentiality", "Taxes", "Arbitration", "Participations", "Further Assurances", "Representations", "Indemnity", "Interests", "Remedies", "Duties", "Effectiveness", "Consents", "Base Salary", "Enforceability", "Disability", "Intellectual Property", "No Conflicts", "Tax Withholdings", "Approvals", "Litigations"], "gold": ["Litigations"]}
+{"input": "If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Furthermore, in lieu of any invalid, illegal, or unenforceable provision, there shall be automatically added to this Agreement a provision as similar to the illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.", "references": ["Financial Statements", "Submission To Jurisdiction", "Assigns", "Consents", "Definitions", "Representations", "No Waivers", "Interpretations", "Subsidiaries", "Headings", "Positions", "Fees", "Modifications", "Organizations", "Defined Terms", "Participations", "Litigations", "Change In Control", "Compliance With Laws", "Construction", "Benefits", "Effectiveness", "Expenses", "Integration", "Survival", "Waiver Of Jury Trials", "Governing Laws", "Transactions With Affiliates", "Costs", "Closings", "Severability"], "gold": ["Severability"]}
+{"input": "Any notice to be given to the Company shall be addressed to the Secretary of the Company at 225 West Washington Street, Indianapolis, Indiana 46204, and any notice to be given to the Grantee shall be addressed to the Grantee at the Grantee\u2019s address as it appears on the employment records of the Company, or at such other address as the Company or the Grantee may hereafter designate in writing to the other.", "references": ["Headings", "Duties", "Records", "Publicity", "Transactions With Affiliates", "Financial Statements", "Effectiveness", "Binding Effects", "Remedies", "Modifications", "Intellectual Property", "Positions", "Insurances", "Taxes", "Representations", "General", "Withholdings", "Death", "Sales", "Fees", "Expenses", "Warranties", "Sanctions", "Forfeitures", "Interests", "Terminations", "Powers", "Releases", "Indemnifications", "Brokers", "Notices"], "gold": ["Notices"]}
+{"input": "To the extent provided in the Company\u2019s By-Laws and Certificate of Incorporation, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive\u2019s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive\u2019s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors\u2019 and officers\u2019 insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company\u2019s directors and other officers.", "references": ["Terminations", "Change In Control", "Powers", "Entire Agreements", "Binding Effects", "Brokers", "Cooperation", "Indemnity", "Death", "Counterparts", "Governing Laws", "Approvals", "No Defaults", "Use Of Proceeds", "Agreements", "Existence", "Sanctions", "Assignments", "Successors", "Litigations", "Disclosures", "Withholdings", "Forfeitures", "Amendments", "Expenses", "Construction", "Enforceability", "Compliance With Laws", "Releases", "Effective Dates", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "Each Party hereby expressly agrees that it has no intention to violate any public policy, statutory or common laws, rules, regulations, treaty or decision of any government agency or executive body thereof of any country or community or association of countries; that if any word, sentence, paragraph, clause or combination thereof in this Agreement is found by a court or executive body with judicial powers having jurisdiction over this Agreement or either Party hereto, in a final unappealed order, to be in violation of any such provisions in any country or community or association of countries, such words, sentences, paragraphs, clauses or combination shall be inoperative in such country or community or association of countries and the remainder of this Agreement shall remain binding upon the Parties, so long as enforcement of the remainder does not violate the Parties\u2019 overall intentions in this transaction.", "references": ["Solvency", "Vacations", "Counterparts", "Notices", "Withholdings", "Costs", "Binding Effects", "Waiver Of Jury Trials", "Participations", "Expenses", "Submission To Jurisdiction", "No Conflicts", "Assignments", "Terminations", "Agreements", "General", "Vesting", "Brokers", "Consents", "No Waivers", "Survival", "Construction", "Financial Statements", "Arbitration", "Indemnifications", "Applicable Laws", "Insurances", "Base Salary", "Warranties", "Qualifications", "Severability"], "gold": ["Severability"]}
+{"input": "Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in the currency otherwise required pursuant to the terms of the Credit Agreement at the Administrative Agent\u2019s Office.", "references": ["Titles", "Costs", "Transactions With Affiliates", "Taxes", "Litigations", "No Waivers", "Fees", "Headings", "Applicable Laws", "Defined Terms", "Governing Laws", "Organizations", "Terms", "Agreements", "Submission To Jurisdiction", "Non-Disparagement", "Effective Dates", "Forfeitures", "Publicity", "Consents", "Waiver Of Jury Trials", "Assignments", "Insurances", "Participations", "Benefits", "Books", "Disability", "Records", "Base Salary", "Powers", "Payments"], "gold": ["Payments"]}
+{"input": "This 2018-B Servicing Supplement may be executed in any number of counterparts, each of which will be an original, and all of which will together constitute one and the same instrument.", "references": ["Modifications", "Positions", "Disclosures", "Costs", "Remedies", "Successors", "Consents", "Base Salary", "Terminations", "No Conflicts", "Solvency", "Consent To Jurisdiction", "Enforceability", "Specific Performance", "Financial Statements", "Headings", "Qualifications", "Expenses", "Waivers", "Powers", "Submission To Jurisdiction", "Governing Laws", "Non-Disparagement", "Jurisdictions", "Binding Effects", "Agreements", "Closings", "Releases", "Vesting", "Fees", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Buyer and the Company shall pay to Seller the applicable fees for the Transition Services set forth in attached Schedule A (the \u201c Fees \u201d) plus any applicable sales and use Taxes thereon. In addition, Buyer or the Company shall reimburse Seller for all reasonable out-of-pocket costs and expenses incurred by Seller\u2019s employees, including travel or lodging expenses, required in connection with the performance of the Transition Services (\u201c Seller Expenses \u201d), so long as Seller delivers to Buyer and the Company reasonable documentation (i.e., receipts) in support of such Seller Expenses. Except as otherwise set forth in attached Schedule A , the Fees and Seller Expenses shall be invoiced by Seller in arrears on a monthly basis, which invoices shall include reasonable documentation of Seller Expenses. Fees are due within thirty (30) days of the date of receipt of such invoice. Subject to the terms of this ARTICLE 2 , any portion of an undisputed invoice not paid within such thirty (30) day period shall accrue interest at the rate of one percent (1%) per month or, with respect to Third Party Service Providers, such interest rate as provided in Seller\u2019s agreement with the applicable Third Party Service Provider (the \u201c Applicable Rate \u201d).", "references": ["Terms", "Consent To Jurisdiction", "Amendments", "Representations", "Effectiveness", "Non-Disparagement", "Employment", "Miscellaneous", "Disability", "Successors", "Positions", "Defined Terms", "Adjustments", "Interests", "Notices", "Integration", "Venues", "Taxes", "Remedies", "Submission To Jurisdiction", "Releases", "Agreements", "Powers", "Definitions", "Liens", "Withholdings", "Qualifications", "Use Of Proceeds", "Records", "Assignments", "Fees"], "gold": ["Fees"]}
+{"input": "All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Athene Holding Ltd., c/o Athene Employee Services, LLC, Attn: Kristi Burma, EVP of Human Resources, 7700 Mills Civic Parkway, West Des Moines, IA 50266-3862, and if to Holder, to the last known mailing address of Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United\u00a0States mails or (d)\u00a0by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided , however , that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.", "references": ["Existence", "Cooperation", "Authorizations", "Forfeitures", "Duties", "Confidentiality", "Intellectual Property", "Binding Effects", "Releases", "Costs", "Employment", "Authority", "Transactions With Affiliates", "Payments", "Financial Statements", "Successors", "Brokers", "Defined Terms", "Organizations", "Applicable Laws", "Jurisdictions", "Waiver Of Jury Trials", "Sales", "Venues", "Headings", "Definitions", "Governing Laws", "Modifications", "Effectiveness", "Amendments", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.", "references": ["Severability", "Arbitration", "Confidentiality", "Fees", "No Conflicts", "Litigations", "Effective Dates", "Titles", "Disability", "Non-Disparagement", "Solvency", "Waivers", "Construction", "Remedies", "Modifications", "Cooperation", "Agreements", "Terminations", "Use Of Proceeds", "Vesting", "Brokers", "Jurisdictions", "Erisa", "Employment", "Binding Effects", "Authorizations", "Compliance With Laws", "Insurances", "Anti-Corruption Laws", "Submission To Jurisdiction", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "There is no broker, investment banker, financial advisor, finder or other Person which has been retained by or is authorized to act on behalf of Borrower who might be entitled to any fee or commission for which the Borrower will be liable in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby.", "references": ["Publicity", "Capitalization", "Taxes", "Benefits", "Powers", "Sales", "Anti-Corruption Laws", "Miscellaneous", "Duties", "Change In Control", "Effectiveness", "Financial Statements", "Enforceability", "Use Of Proceeds", "Subsidiaries", "Payments", "Transactions With Affiliates", "Fees", "Assignments", "Employment", "Authority", "Remedies", "Construction", "Organizations", "Books", "Venues", "Interpretations", "General", "Terms", "Indemnity", "Brokers"], "gold": ["Brokers"]}
+{"input": "All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as any Commitment has not expired or terminated. The provisions of Sections 2.11, 2.12, 2.13 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.", "references": ["Costs", "Binding Effects", "Payments", "Enforceability", "Subsidiaries", "Submission To Jurisdiction", "Intellectual Property", "Expenses", "Fees", "Liens", "Terminations", "Books", "Erisa", "Employment", "Base Salary", "Terms", "Records", "Interpretations", "Positions", "Capitalization", "Cooperation", "Venues", "Vacations", "Notices", "Approvals", "Anti-Corruption Laws", "Assigns", "Non-Disparagement", "Withholdings", "Confidentiality", "Survival"], "gold": ["Survival"]}
+{"input": "No broker, finder or investment banker is entitled to any brokerage, finder\u2019s or other fee or commission from the Purchaser, the Company or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Purchaser.", "references": ["Base Salary", "Modifications", "Compliance With Laws", "Erisa", "Authority", "No Waivers", "Binding Effects", "Subsidiaries", "Further Assurances", "Terminations", "Transactions With Affiliates", "Existence", "Effective Dates", "Consent To Jurisdiction", "Jurisdictions", "Qualifications", "Enforcements", "Enforceability", "Death", "Capitalization", "Sanctions", "Consents", "Effectiveness", "Books", "Insurances", "Counterparts", "Vacations", "Agreements", "Waiver Of Jury Trials", "Miscellaneous", "Brokers"], "gold": ["Brokers"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or Borrower or any of Borrower\u2019s Affiliates or Subsidiaries ) (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, Borrower or any of Borrower\u2019s Subsidiaries or Affiliates)) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0Borrower, Administrative Agent, LC Issuer, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a03.5(e) with respect to any payments made by such Lender to its Participant(s).", "references": ["Payments", "Waivers", "Transactions With Affiliates", "Successors", "Representations", "Sales", "Miscellaneous", "Death", "Benefits", "Notices", "Assigns", "Existence", "Forfeitures", "Positions", "Consent To Jurisdiction", "Approvals", "Assignments", "Entire Agreements", "Anti-Corruption Laws", "General", "Construction", "No Defaults", "Integration", "Costs", "Litigations", "Change In Control", "Organizations", "Waiver Of Jury Trials", "Interests", "Severability", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Ohio, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Ohio.", "references": ["Costs", "Applicable Laws", "Litigations", "Successors", "Intellectual Property", "Payments", "Financial Statements", "Modifications", "Forfeitures", "Construction", "Notices", "Qualifications", "Releases", "Assignments", "Indemnity", "Liens", "Brokers", "Waiver Of Jury Trials", "Arbitration", "Effective Dates", "Use Of Proceeds", "Authorizations", "Terminations", "Anti-Corruption Laws", "Terms", "Cooperation", "Confidentiality", "Enforcements", "Waivers", "Miscellaneous", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "If any provision of this Agreement or the application of this Agreement to any Person or circumstance shall to any extent be held invalid or unenforceable by a court of competent jurisdiction or arbitrators under Article 38, then (i) the remainder of this Agreement and the application of that provision to Persons or circumstances other than those as to which it is specifically held invalid or unenforceable shall not be affected, and every remaining provision of this Agreement shall be valid and binding to the fullest extent permitted by Laws, and (ii) a suitable and equitable provision shall be substituted for such invalid or unenforceable provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision.", "references": ["Use Of Proceeds", "Vesting", "Enforceability", "Waivers", "Jurisdictions", "Authority", "Anti-Corruption Laws", "Binding Effects", "Representations", "Releases", "Remedies", "Construction", "Entire Agreements", "Terms", "Venues", "Confidentiality", "Closings", "Consent To Jurisdiction", "Applicable Laws", "Disability", "Governing Laws", "Cooperation", "Base Salary", "Modifications", "General", "Enforcements", "Agreements", "No Waivers", "Compliance With Laws", "Benefits", "Severability"], "gold": ["Severability"]}
+{"input": "Each Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery and performance by each Borrower of this Amendment have been duly approved by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restriction binding on any Borrower. No other corporate proceedings are necessary to consummate such transactions.", "references": ["Defined Terms", "Survival", "Change In Control", "Approvals", "Litigations", "Assignments", "Effective Dates", "Interests", "Books", "Severability", "Compliance With Laws", "Terminations", "Agreements", "General", "Payments", "Consents", "Terms", "Intellectual Property", "Financial Statements", "Transactions With Affiliates", "Death", "Assigns", "Titles", "Counterparts", "Tax Withholdings", "Submission To Jurisdiction", "Taxes", "Warranties", "Powers", "Organizations", "Authority"], "gold": ["Authority"]}
+{"input": "Tenant shall give prompt notice to Landlord in case of fire or accidents in the Leased Premises or in the Building of which the Leased Premises are a part or of defects therein or in any fixtures or equipment.", "references": ["Modifications", "Construction", "Headings", "Capitalization", "Anti-Corruption Laws", "Interpretations", "Records", "Non-Disparagement", "Venues", "Vacations", "Vesting", "Tax Withholdings", "Applicable Laws", "Approvals", "Payments", "Consent To Jurisdiction", "Enforceability", "Transactions With Affiliates", "Remedies", "Effectiveness", "Solvency", "No Defaults", "Qualifications", "Consents", "Fees", "Miscellaneous", "Subsidiaries", "Sales", "Employment", "Interests", "Notices"], "gold": ["Notices"]}
+{"input": "The Agent has received evidence that all costs, fees and expenses due to the Agent and the Lenders on or before the Amendment Closing Date shall have been paid, in each case to the extent invoiced or otherwise notified to the Borrower in writing.", "references": ["Interests", "Qualifications", "Consent To Jurisdiction", "Existence", "Notices", "Authority", "Enforceability", "Integration", "Binding Effects", "Agreements", "Submission To Jurisdiction", "Erisa", "Applicable Laws", "Withholdings", "Subsidiaries", "Brokers", "Tax Withholdings", "Entire Agreements", "Waivers", "Approvals", "Non-Disparagement", "Adjustments", "Taxes", "Fees", "Waiver Of Jury Trials", "Financial Statements", "Base Salary", "Costs", "Organizations", "Intellectual Property", "Expenses"], "gold": ["Expenses"]}
+{"input": "THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.", "references": ["Duties", "Organizations", "Consent To Jurisdiction", "Closings", "Effectiveness", "Solvency", "Litigations", "Disclosures", "Brokers", "Death", "Insurances", "Specific Performance", "Payments", "Existence", "Interpretations", "Cooperation", "Taxes", "Tax Withholdings", "Withholdings", "Subsidiaries", "Liens", "Change In Control", "Effective Dates", "Adjustments", "Fees", "Use Of Proceeds", "Survival", "Financial Statements", "Consents", "Terms", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The closings (each, a \u201c Closing \u201d) of the purchase and sale of the shares of Common Stock being offered and sold to the Investor by the Company pursuant to this Agreement (the \u201c Securities \u201d) in exchange for the applicable purchase prices, shall take place upon acceptance of Investor\u2019s funds and countersignature by the Company of this Agreement. There will be up to three separate Closings (the date of each such Closing is hereinafter referred to as a \u201c Closing Date \u201d).", "references": ["Qualifications", "Jurisdictions", "Notices", "Costs", "Enforcements", "Liens", "Consent To Jurisdiction", "General", "Specific Performance", "Releases", "Insurances", "No Conflicts", "Headings", "Organizations", "Financial Statements", "Waivers", "Forfeitures", "Positions", "Disclosures", "Consents", "Existence", "Taxes", "Miscellaneous", "Assigns", "Effective Dates", "Effectiveness", "Entire Agreements", "Survival", "Tax Withholdings", "Solvency", "Closings"], "gold": ["Closings"]}
+{"input": "Set forth on Schedule 5.20(a) is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section \u00a06.02 : (i)\u00a0a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section \u00a06.02 , (ii)\u00a0the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii)\u00a0the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv)\u00a0the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors\u2019 qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in the organizational documents and/or in connection with the Loan Documents.", "references": ["Representations", "Survival", "Enforceability", "Death", "Remedies", "Duties", "Capitalization", "Interpretations", "Agreements", "Approvals", "Financial Statements", "Notices", "Applicable Laws", "Effective Dates", "Specific Performance", "Waiver Of Jury Trials", "Amendments", "Vesting", "Venues", "Existence", "Terms", "Fees", "Entire Agreements", "Powers", "Records", "Costs", "Liens", "Waivers", "Further Assurances", "Closings", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Lenders, the relevant Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.\u00a0 In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph\u00a0(e)\u00a0of this Section, or of any reimbursement payment required to be refunded to the Company for any reason.\u00a0 Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Authorizations", "Headings", "Binding Effects", "Releases", "Terms", "Litigations", "Successors", "Payments", "Costs", "Interpretations", "Enforceability", "Arbitration", "Books", "Waiver Of Jury Trials", "No Conflicts", "Cooperation", "Powers", "Terminations", "Effective Dates", "Approvals", "Insurances", "Death", "Fees", "Disability", "Severability", "Effectiveness", "Solvency", "Further Assurances", "Notices", "Submission To Jurisdiction", "Participations"], "gold": ["Participations"]}
+{"input": "The Participant is responsible to pay to the Company, or make suitable arrangements to pay, all applicable foreign, federal, state and local tax withholding as a condition to receiving certificates for the vested Units and as a condition to receiving payment of UDRs, not later than the period permitted by Regulation 1.409A-1(b)(4) entitled \u201cShort-term deferrals\u201d and any successor guidance under the Code. In order to satisfy any such tax obligations with respect to Units that vest (a) pursuant to the first installment to vest hereunder or (b) pursuant to any subsequent installment that vests on a date as of which the Partnership has not filed all required reports under Section 13 of the Exchange Act other than Form 8-K reports during the preceding 12 months, the Participant may authorize the Company to withhold Units having a Fair Market Value (as defined in the Plan) as of the date on which such tax withholding obligations are payable by the Participant equal to the amount of such obligations.", "references": ["Venues", "Miscellaneous", "Withholdings", "Submission To Jurisdiction", "Headings", "Forfeitures", "Arbitration", "Intellectual Property", "Expenses", "Existence", "Successors", "Fees", "Anti-Corruption Laws", "Indemnifications", "Governing Laws", "Powers", "Liens", "Use Of Proceeds", "Payments", "Compliance With Laws", "Records", "Litigations", "General", "Specific Performance", "Interpretations", "Authority", "Warranties", "Titles", "Insurances", "Base Salary", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Guarantor has been duly organized or formed and is validly existing and in good standing with requisite limited partnership power and authority to own its properties and to transact the businesses in which it is now engaged.\u00a0 Guarantor is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations except where the failure to do same would not reasonably be expected to have a material adverse effect thereon.\u00a0 Guarantor possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged, except where the failure to do same would not reasonably be expected to have a material adverse effect thereon.", "references": ["Severability", "Definitions", "Publicity", "Books", "Terminations", "Change In Control", "Capitalization", "Specific Performance", "Jurisdictions", "Subsidiaries", "Records", "Further Assurances", "Participations", "Assignments", "Positions", "Insurances", "Binding Effects", "Employment", "No Defaults", "Use Of Proceeds", "Authority", "General", "No Waivers", "Fees", "Powers", "Authorizations", "Arbitration", "Miscellaneous", "Solvency", "Existence", "Organizations"], "gold": ["Organizations"]}
+{"input": "Both before and after giving effect to the extensions of credit made to the Borrowers on the Effective Date, the Company and its Subsidiaries, on a consolidated basis, are Solvent.", "references": ["Specific Performance", "Defined Terms", "Waivers", "Enforceability", "Miscellaneous", "Amendments", "Notices", "Representations", "Closings", "Arbitration", "Effective Dates", "Integration", "Capitalization", "Sanctions", "Existence", "Intellectual Property", "Non-Disparagement", "Powers", "Successors", "Remedies", "Submission To Jurisdiction", "Anti-Corruption Laws", "Jurisdictions", "Withholdings", "No Defaults", "Authority", "Taxes", "Death", "Authorizations", "Applicable Laws", "Solvency"], "gold": ["Solvency"]}
+{"input": "Section 3.1(a) of the Disclosure Schedules sets forth a list of all direct and indirect Subsidiaries of the Company existing as of the date hereof. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary, including any direct or indirect subsidiary of the Company formed or acquired subsequent to the filing of the above-referenced annual report, 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.", "references": ["Employment", "Headings", "Definitions", "Qualifications", "Waiver Of Jury Trials", "Positions", "Consents", "Assigns", "Effectiveness", "General", "Consent To Jurisdiction", "Payments", "Severability", "Warranties", "Interests", "Expenses", "Further Assurances", "Transactions With Affiliates", "Interpretations", "Counterparts", "Sales", "Change In Control", "Arbitration", "Titles", "No Conflicts", "Indemnity", "No Waivers", "Withholdings", "Approvals", "Representations", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Neither the execution of this Agreement by the Company, nor the issuance, offering or sale of the Placement Shares, nor the consummation by the Company of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of the provisions of any statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction over the Company.", "references": ["Modifications", "Non-Disparagement", "Waiver Of Jury Trials", "Publicity", "Waivers", "General", "Fees", "Liens", "Agreements", "Survival", "Withholdings", "Books", "Positions", "Defined Terms", "Binding Effects", "Existence", "Titles", "Integration", "Counterparts", "Assignments", "Confidentiality", "Effective Dates", "Notices", "Interests", "Qualifications", "Sanctions", "Submission To Jurisdiction", "Tax Withholdings", "Definitions", "Employment", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of subsection (b) \u00a0of this Section, (ii)\u00a0by way of participation in accordance with the provisions of subsection (d) \u00a0of this Section, or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) \u00a0of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) \u00a0of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Disclosures", "Existence", "Fees", "Waivers", "No Waivers", "Publicity", "Brokers", "Definitions", "Cooperation", "Solvency", "Sanctions", "Adjustments", "Consents", "Effectiveness", "Survival", "Base Salary", "Use Of Proceeds", "Records", "Change In Control", "Indemnity", "Intellectual Property", "Disability", "Miscellaneous", "Venues", "Capitalization", "Indemnifications", "Governing Laws", "Headings", "Anti-Corruption Laws", "Non-Disparagement", "Successors"], "gold": ["Successors"]}
+{"input": "This Agreement shall not be amended or modified except by written instrument executed by WPX and Executive; provided however that notwithstanding the terms of this Agreement to the contrary, the terms of this Agreement shall be administered in such a way to comply with Code Section 409A as reasonably deemed appropriate by WPX; provided further however that notwithstanding anything to the contrary herein, WPX shall have the unilateral right to modify or amend this Agreement as it reasonably deems appropriate related to compliance with Code Section 409A. The parties to this Agreement intend that this Agreement meet the requirements of Internal Revenue Code Section 409A and recognize that it may be necessary to modify this Agreement to reflect guidance under Code Section 409A issued by the IRS.", "references": ["Litigations", "Specific Performance", "Benefits", "Enforcements", "Existence", "Assignments", "Publicity", "Disability", "No Defaults", "Titles", "Disclosures", "Counterparts", "Cooperation", "Remedies", "Construction", "Interpretations", "Agreements", "Payments", "Participations", "Closings", "Vesting", "Notices", "Taxes", "Base Salary", "Sanctions", "Confidentiality", "General", "Authorizations", "Definitions", "Authority", "Amendments"], "gold": ["Amendments"]}
+{"input": "Without limiting survival provisions which would otherwise be implied or construed under applicable law, the provisions of Sections 3.3.3 , 6.2 , 7 , 9.1.3 , 9.5 , 9.12 , 9.14 , 9.33 , 11.1 , 11.2 , 11.3 , 11.4 and 14.14 hereof shall survive the expiration or earlier termination of this Sublease with respect to matters occurring or liabilities accruing prior to the expiration or earlier termination of this Sublease.", "references": ["Powers", "Representations", "Authorizations", "Transactions With Affiliates", "Interpretations", "Assigns", "Counterparts", "Venues", "Erisa", "Releases", "Definitions", "Indemnity", "Compliance With Laws", "Submission To Jurisdiction", "Notices", "Subsidiaries", "Arbitration", "Specific Performance", "Successors", "Cooperation", "Benefits", "General", "Headings", "Organizations", "No Waivers", "Adjustments", "Integration", "Amendments", "Jurisdictions", "Vesting", "Survival"], "gold": ["Survival"]}
+{"input": "This First Amendment may be executed in two (2)\u00a0or more counterparts, each of which will constitute an original instrument, but all of which taken together will be one agreement.", "references": ["Survival", "Brokers", "Representations", "Jurisdictions", "Disability", "Solvency", "Waivers", "Non-Disparagement", "Records", "Successors", "Qualifications", "Approvals", "Disclosures", "Arbitration", "Binding Effects", "Powers", "Intellectual Property", "Erisa", "Taxes", "Expenses", "Forfeitures", "Effective Dates", "Fees", "Existence", "Warranties", "Financial Statements", "Terminations", "Confidentiality", "Headings", "Remedies", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Comply with all applicable Laws, the Pool Receivables, the related Contracts, and the servicing and collection thereof, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "references": ["No Waivers", "Terms", "Positions", "Forfeitures", "Death", "Base Salary", "Remedies", "Headings", "Duties", "Notices", "Cooperation", "No Conflicts", "Further Assurances", "Books", "Powers", "Liens", "Disclosures", "Approvals", "Subsidiaries", "Effective Dates", "Authorizations", "Governing Laws", "Representations", "Non-Disparagement", "Expenses", "Vacations", "Authority", "No Defaults", "Insurances", "Amendments", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The parties acknowledge and agree that a remedy at law for any breach or attempted breach of the provisions of Sections 6 above shall be inadequate, and therefore, each party shall be entitled to injunctive or other equitable relief in the event of any such breach or attempted breach by the other party in addition to any other rights or remedies available at law or in equity. Each party waives any requirement for the securing or posting any bond in connection with obtaining any such injunctive or other equitable relief. The provisions of this Section 7 shall survive the termination or expiration of this Agreement for any reason.", "references": ["Consents", "Death", "Indemnity", "Intellectual Property", "Disclosures", "Solvency", "Publicity", "Interests", "Change In Control", "General", "Indemnifications", "Base Salary", "Assigns", "Waiver Of Jury Trials", "Warranties", "Expenses", "Jurisdictions", "Vesting", "Agreements", "Disability", "Binding Effects", "Records", "Further Assurances", "Duties", "Releases", "Benefits", "Terms", "Tax Withholdings", "Integration", "Arbitration", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement may be executed in any number of counterparts (including by facsimile and other electronic transmission), and it is not necessary that the signatures of all Parties be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document.", "references": ["No Defaults", "Modifications", "Effective Dates", "Venues", "Employment", "Further Assurances", "Litigations", "Assigns", "Adjustments", "Books", "Representations", "Records", "Duties", "Remedies", "Use Of Proceeds", "Titles", "Anti-Corruption Laws", "Disclosures", "Expenses", "Publicity", "Positions", "Submission To Jurisdiction", "Waivers", "Severability", "Benefits", "Taxes", "Organizations", "Capitalization", "Cooperation", "Binding Effects", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Issuer shall use the net proceeds from the issuance and sale of the Securities (a) to support the Commercialization of the Product, (b) to pay fees, costs and expenses arising in connection with the issuance of the Securities, (c) to fund the Reserve Account in the amount of $20,000,000, (d) to fund the Collateral Account in the amount of $25,000,000 and (e) for working capital and general corporate purposes in respect of the Commercialization of the Product. Notwithstanding the foregoing, the remaining net proceeds from the issuance and sale of the Securities after application of such proceeds for the purposes set forth in clauses (b), (c) and (d) of the preceding sentence, which for the avoidance of doubt shall not be less than $89,274,816.45 of such net proceeds, shall be deposited into the Collateral Account on the Issue Date (in addition to the $25,000,000 to be deposited pursuant to clause (d) of the preceding sentence) and only to be used for the purposes set forth in clauses (a), (b) and (e) of the preceding sentence following the release of funds from the Collateral Account in accordance with Section 4.25(d).", "references": ["Effective Dates", "Disability", "Financial Statements", "Submission To Jurisdiction", "Vacations", "Sanctions", "Benefits", "Representations", "Duties", "Payments", "Adjustments", "Specific Performance", "Subsidiaries", "Solvency", "Titles", "Consent To Jurisdiction", "Books", "General", "Brokers", "Consents", "Expenses", "No Defaults", "Participations", "Miscellaneous", "Binding Effects", "Defined Terms", "Confidentiality", "Death", "Taxes", "Organizations", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. The parties agree that this Amendment, any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile.\u00a0\u00a0Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment.\u00a0\u00a0The original documents shall be promptly delivered, if requested.", "references": ["Cooperation", "Notices", "Terms", "Costs", "Remedies", "Duties", "Subsidiaries", "Liens", "Expenses", "Construction", "Arbitration", "Organizations", "Compliance With Laws", "No Conflicts", "Brokers", "Records", "Governing Laws", "Erisa", "Solvency", "Effective Dates", "Intellectual Property", "Fees", "Modifications", "Taxes", "Releases", "Publicity", "Consents", "Assignments", "Disability", "Tax Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If Borrowers request, convert or continue Revolver Loans, select interest rates or transfer funds based on telephonic or electronic instructions to Agent, Borrowers shall confirm the request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, as applicable. Agent and Lenders are not liable for any loss suffered by a Borrower as a result of Agent acting on its understanding of telephonic or electronic instructions from a person believed in good faith to be authorized to give instructions on a Borrower\u2019s behalf.", "references": ["Forfeitures", "Duties", "Compliance With Laws", "Consent To Jurisdiction", "Capitalization", "Successors", "Assigns", "Survival", "Submission To Jurisdiction", "Definitions", "Fees", "Indemnifications", "Liens", "Approvals", "Closings", "Financial Statements", "Counterparts", "Enforcements", "Disability", "Sales", "Costs", "Intellectual Property", "Transactions With Affiliates", "Effective Dates", "Remedies", "Terms", "No Conflicts", "Non-Disparagement", "Severability", "Titles", "Notices"], "gold": ["Notices"]}
+{"input": "Each Party hereto will be responsible for its own legal fees and other expenses incurred in connection with the negotiation, preparation, execution or performance of this Agreement by such Party (including, for the avoidance of doubt, the Transaction Costs) and neither Party shall be responsible for such expenses of the other Party or Parties.", "references": ["Costs", "Jurisdictions", "Forfeitures", "Assignments", "Powers", "Records", "Terminations", "Releases", "Death", "Solvency", "Further Assurances", "Governing Laws", "Litigations", "Capitalization", "Change In Control", "Submission To Jurisdiction", "Anti-Corruption Laws", "Erisa", "Tax Withholdings", "Construction", "Qualifications", "Entire Agreements", "Consents", "Employment", "Amendments", "Binding Effects", "Vesting", "Assigns", "Confidentiality", "Agreements", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Amendment and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each party and delivered to the other party.", "references": ["Assigns", "Governing Laws", "Use Of Proceeds", "Publicity", "Disclosures", "General", "Remedies", "Erisa", "Indemnity", "Qualifications", "Definitions", "Records", "Entire Agreements", "Benefits", "Cooperation", "Financial Statements", "Warranties", "Indemnifications", "Taxes", "Modifications", "Insurances", "Tax Withholdings", "Releases", "Survival", "Integration", "Brokers", "Headings", "Participations", "Applicable Laws", "Interpretations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company will pay Employee a base salary at the rate of $425,000.00 (Four-Hundred Twenty-Five Thousand Dollars and Zero Cents) per year, payable in accordance with the regular payroll practices of the Company (as may be adjusted, from time to time, the \u201cBase Salary\u201d).", "references": ["Duties", "Entire Agreements", "Financial Statements", "Notices", "Agreements", "Interpretations", "Cooperation", "Closings", "Definitions", "Capitalization", "Books", "Litigations", "Authority", "Approvals", "Transactions With Affiliates", "Venues", "Releases", "Enforceability", "Consents", "Titles", "Counterparts", "No Defaults", "Consent To Jurisdiction", "Organizations", "Vacations", "Miscellaneous", "Remedies", "Liens", "Severability", "Intellectual Property", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Or Waiver O f Agreement . No modification or waiver of this Agreement will be valid unless the modification or waiver is in writing and signed by both of the parties. The failure of either party at any time to insist upon the strict performance of any provision of this Agreement will not be construed as a waiver of the right to insist upon the strict performance of the same provision at any future time.", "references": ["Insurances", "Assignments", "Powers", "Fees", "Authority", "Agreements", "Disability", "Approvals", "Notices", "Governing Laws", "Anti-Corruption Laws", "Consent To Jurisdiction", "Cooperation", "Subsidiaries", "Specific Performance", "Releases", "Indemnifications", "Capitalization", "Survival", "Definitions", "Costs", "Sales", "Effectiveness", "Qualifications", "Headings", "Applicable Laws", "Use Of Proceeds", "Publicity", "Consents", "Brokers", "Modifications"], "gold": ["Modifications"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of subsection (b) \u00a0of this Section, (ii)\u00a0by way of participation in accordance with the provisions of subsection (d) \u00a0of this Section\u00a0or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) \u00a0of this Section\u00a0(and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) \u00a0of this Section\u00a0and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Financial Statements", "Transactions With Affiliates", "Qualifications", "Enforcements", "Interpretations", "Warranties", "Indemnity", "Waiver Of Jury Trials", "Existence", "Notices", "Representations", "Subsidiaries", "Sales", "Survival", "Applicable Laws", "Headings", "Definitions", "Confidentiality", "Integration", "Assignments", "Sanctions", "Approvals", "No Defaults", "Liens", "Fees", "Payments", "Participations", "Severability", "Titles", "Further Assurances", "Successors"], "gold": ["Successors"]}
+{"input": "No provision in this Agreement shall be supplemented, deleted or amended except in a writing executed by each of the parties hereto.", "references": ["Tax Withholdings", "Enforcements", "Releases", "Consent To Jurisdiction", "Capitalization", "Subsidiaries", "Taxes", "Authorizations", "Approvals", "Binding Effects", "Sanctions", "Specific Performance", "Liens", "Assignments", "Compliance With Laws", "Arbitration", "Expenses", "Confidentiality", "Authority", "Submission To Jurisdiction", "Existence", "Agreements", "Forfeitures", "Positions", "Severability", "Entire Agreements", "Participations", "Titles", "Counterparts", "Further Assurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any payments of a portion of an incentive-based bonus pool allocated to a Holder) shall, unless otherwise determined by the Administrator or required by Applicable Law, be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.", "references": ["Change In Control", "Sales", "Death", "Defined Terms", "Closings", "Warranties", "Enforcements", "Releases", "Capitalization", "Further Assurances", "Headings", "Definitions", "Waiver Of Jury Trials", "Organizations", "Sanctions", "Interests", "Indemnifications", "Taxes", "General", "Submission To Jurisdiction", "Representations", "Duties", "Consent To Jurisdiction", "Approvals", "Notices", "Remedies", "Expenses", "Consents", "Authorizations", "Binding Effects", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Agreement (including the Exhibits and the Disclosure Letter) and the other Transaction Documents (and all exhibits and schedules hereto and thereto) collectively constitute and contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior negotiations, correspondence, understandings, agreements and contracts, whether written or oral, between the Parties respecting the subject matter hereof and thereof.", "references": ["Organizations", "Closings", "Warranties", "Representations", "Books", "Terminations", "Forfeitures", "Duties", "Effective Dates", "Authorizations", "Remedies", "Definitions", "Agreements", "Publicity", "Fees", "Sanctions", "Confidentiality", "Modifications", "Submission To Jurisdiction", "Litigations", "Venues", "Qualifications", "Indemnity", "Withholdings", "Authority", "Base Salary", "Miscellaneous", "Assigns", "No Waivers", "Amendments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California. Subject to Section 12 above, each party consents to the jurisdiction and venue of the state or federal courts in San Diego, California, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement.", "references": ["Waivers", "Forfeitures", "Indemnifications", "Confidentiality", "Notices", "Representations", "Amendments", "Enforcements", "Definitions", "Authority", "Assignments", "Existence", "Fees", "Employment", "Construction", "Closings", "General", "Jurisdictions", "Disclosures", "Enforceability", "Powers", "Further Assurances", "Organizations", "Applicable Laws", "Participations", "Specific Performance", "Warranties", "Brokers", "Integration", "Anti-Corruption Laws", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "During the Term, Executive shall have the right, on the same basis as other members of senior management of the Company, to participate in and to receive benefits under any of the Company\u2019s employee benefit plans, insurance programs and/or indemnification agreements, as may be in effect from time to time, subject to any applicable waiting periods and other restrictions. In addition, Executive shall be entitled to the benefits afforded to other members of the senior executive team under the Company\u2019s insurance, vacation, holiday and business expense reimbursement policies. In addition, Executive shall receive a $1,000/month auto allowance.", "references": ["Assigns", "Entire Agreements", "Defined Terms", "Anti-Corruption Laws", "Indemnity", "Publicity", "Existence", "Payments", "Modifications", "Participations", "Interests", "Taxes", "Expenses", "Base Salary", "Consent To Jurisdiction", "Non-Disparagement", "Tax Withholdings", "Death", "Cooperation", "Interpretations", "Headings", "Sanctions", "Releases", "Definitions", "Powers", "Effective Dates", "Waiver Of Jury Trials", "Vacations", "Enforcements", "Fees", "Benefits"], "gold": ["Benefits"]}
+{"input": "The transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate, to Borrower\u2019s knowledge, any applicable law, regulation or order of any Governmental Authority to the extent that such violation could reasonably be expected to result in a Material Adverse Effect, (c)\u00a0will not violate the charter, by-laws, trust certificate or other organizational documents of any Credit Party, any Entity or any of their Affiliates, (d)\u00a0will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party or its assets, or give rise to a right thereunder to require any payment to be made by any Credit Party or any Entity to the extent that such violation, default or right to require payment could reasonably be expected to result in a Material Adverse Effect and (e)\u00a0will not result in the creation or imposition of any Lien on any assets of the Credit Parties or Entities, except pursuant to the Security Documents.", "references": ["Specific Performance", "Indemnity", "Capitalization", "Use Of Proceeds", "Terminations", "Withholdings", "Indemnifications", "Waivers", "Applicable Laws", "Effectiveness", "Compliance With Laws", "Erisa", "Successors", "Binding Effects", "Adjustments", "Subsidiaries", "Agreements", "No Defaults", "Costs", "Authority", "Publicity", "Consents", "Miscellaneous", "Definitions", "Cooperation", "Non-Disparagement", "Notices", "Construction", "Expenses", "Warranties", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a \u201cSale and Leaseback Transaction\u201d).", "references": ["Interests", "Defined Terms", "Interpretations", "Applicable Laws", "Existence", "Taxes", "Withholdings", "Consent To Jurisdiction", "Terms", "Participations", "Specific Performance", "Records", "Payments", "Organizations", "Definitions", "Expenses", "Death", "Disclosures", "Waiver Of Jury Trials", "Intellectual Property", "Vacations", "Benefits", "Positions", "General", "No Waivers", "Remedies", "Transactions With Affiliates", "Further Assurances", "Litigations", "Authority", "Sales"], "gold": ["Sales"]}
+{"input": "The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company and each Subsidiary, their respective businesses and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.", "references": ["Taxes", "Disability", "Records", "Waivers", "Survival", "Construction", "Financial Statements", "Fees", "Death", "Waiver Of Jury Trials", "Cooperation", "Releases", "Representations", "Duties", "Insurances", "Definitions", "Submission To Jurisdiction", "Consents", "Payments", "Sales", "Use Of Proceeds", "Terms", "Defined Terms", "Anti-Corruption Laws", "Expenses", "Specific Performance", "Participations", "Forfeitures", "Existence", "Consent To Jurisdiction", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Capitalized terms used herein shall have the meanings set forth in Annex\u00a0I .", "references": ["Jurisdictions", "Participations", "Duties", "Positions", "Change In Control", "Brokers", "Modifications", "Representations", "Assignments", "Payments", "Amendments", "Terms", "Terminations", "Subsidiaries", "Vacations", "Miscellaneous", "Headings", "Titles", "Effectiveness", "Solvency", "Costs", "Records", "Liens", "Expenses", "Authorizations", "Existence", "Sales", "Successors", "Enforcements", "No Waivers", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the addresses set forth herein (or such other address as a party may identify to the other party from time to time). All notices shall be effective upon receipt.", "references": ["Sanctions", "No Defaults", "Tax Withholdings", "Entire Agreements", "Payments", "Agreements", "Titles", "Death", "Withholdings", "General", "Brokers", "Transactions With Affiliates", "Positions", "Effectiveness", "Warranties", "Qualifications", "Disclosures", "Benefits", "Closings", "Modifications", "Insurances", "Change In Control", "Governing Laws", "Miscellaneous", "Severability", "Powers", "Applicable Laws", "Taxes", "Waivers", "Survival", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto.", "references": ["Applicable Laws", "Venues", "Subsidiaries", "Severability", "Construction", "Solvency", "Base Salary", "Waivers", "General", "Assigns", "Existence", "Publicity", "Defined Terms", "Death", "Vesting", "Cooperation", "No Waivers", "Authorizations", "Fees", "Jurisdictions", "Insurances", "Integration", "Financial Statements", "Successors", "Interests", "Capitalization", "Closings", "Enforceability", "Duties", "Positions", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Your base salary will remain unchanged: $32,692.31 biweekly ($850,000 annualized).", "references": ["Consent To Jurisdiction", "Intellectual Property", "Interests", "Effectiveness", "Withholdings", "No Waivers", "Effective Dates", "Disability", "Compliance With Laws", "Remedies", "Waivers", "Anti-Corruption Laws", "Counterparts", "Titles", "Representations", "Amendments", "Waiver Of Jury Trials", "Terminations", "Adjustments", "Costs", "Insurances", "Consents", "Enforceability", "Defined Terms", "Change In Control", "Brokers", "Litigations", "Survival", "Applicable Laws", "Qualifications", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant\u2019s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by the Board at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Board establishes. All such elections shall be subject to any restrictions or limitations that the Board, in its sole discretion, deems appropriate.", "references": ["Entire Agreements", "Interests", "Organizations", "Amendments", "Brokers", "Qualifications", "Tax Withholdings", "Closings", "Waivers", "Non-Disparagement", "Definitions", "Anti-Corruption Laws", "Base Salary", "Cooperation", "Subsidiaries", "Books", "Titles", "Remedies", "Authorizations", "Intellectual Property", "Headings", "No Defaults", "Submission To Jurisdiction", "Warranties", "Counterparts", "Effectiveness", "Disability", "Sanctions", "Employment", "Construction", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Any capitalized term used herein and not defined shall have the meaning assigned to it in the Loan Agreement.", "references": ["Expenses", "Financial Statements", "Intellectual Property", "Assignments", "Positions", "Assigns", "Specific Performance", "Solvency", "Waivers", "Sales", "Successors", "Disclosures", "Representations", "No Waivers", "Agreements", "Governing Laws", "Duties", "Binding Effects", "Employment", "Forfeitures", "Vacations", "Powers", "Erisa", "Jurisdictions", "Terms", "Notices", "Approvals", "Confidentiality", "Books", "Remedies", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "No Loan Party is in default in any material respects in the payment or performance of any of its material contractual obligations and no Default or Event of Default has occurred and is continuing.", "references": ["Closings", "Withholdings", "Liens", "Capitalization", "Tax Withholdings", "Costs", "Successors", "Vesting", "Employment", "Waivers", "Terms", "Counterparts", "Specific Performance", "Further Assurances", "Titles", "Authority", "Releases", "Terminations", "Effective Dates", "Non-Disparagement", "Vacations", "Indemnity", "Intellectual Property", "Qualifications", "Powers", "Severability", "Confidentiality", "Notices", "Definitions", "Sales", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Third Amendment shall be governed by, and construed in accordance with, the law of the State of New York.", "references": ["Vesting", "Headings", "Sanctions", "Withholdings", "Disability", "Benefits", "General", "Titles", "Records", "Jurisdictions", "Waiver Of Jury Trials", "Successors", "Binding Effects", "Definitions", "Death", "Authorizations", "Erisa", "Litigations", "Compliance With Laws", "Publicity", "Venues", "Solvency", "Consents", "Sales", "Representations", "Construction", "Remedies", "Existence", "Warranties", "Expenses", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The terms of this Agreement, and the Proprietary Information Agreement incorporated herein by reference as set forth in Section 5 , are intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral .\u00a0\u00a0The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.", "references": ["Duties", "Employment", "Effectiveness", "Severability", "Subsidiaries", "Authority", "Capitalization", "Interpretations", "Submission To Jurisdiction", "Anti-Corruption Laws", "Indemnifications", "Participations", "Taxes", "Confidentiality", "Change In Control", "Counterparts", "Expenses", "Existence", "Releases", "No Conflicts", "Governing Laws", "Amendments", "Costs", "Construction", "Defined Terms", "Closings", "Waiver Of Jury Trials", "Tax Withholdings", "No Defaults", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "No Default or Event of Default shall have occurred and be continuing as of the Spinoff Part II Effective Date.", "references": ["Assignments", "Remedies", "Compliance With Laws", "Non-Disparagement", "Venues", "Vesting", "Change In Control", "Terminations", "Applicable Laws", "Transactions With Affiliates", "Waiver Of Jury Trials", "Erisa", "No Conflicts", "Fees", "Releases", "Submission To Jurisdiction", "Sanctions", "Costs", "Powers", "Approvals", "Payments", "Forfeitures", "Tax Withholdings", "Construction", "Benefits", "Base Salary", "Confidentiality", "Further Assurances", "Consents", "Jurisdictions", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "In connection with the preparation of Tax Returns, Proceedings relating to the Tax liabilities imposed on the Company or any Subsidiary for all Pre- Closing Tax Periods, the Parent, on the one hand, and Stockholder Representative, on the other hand, shall reasonably cooperate with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Authorities as to the imposition of Taxes and any assessment or reassessment in respect of Taxes. Parent shall, and shall cause the Company and the Subsidiaries to, retain all books and records with respect to Tax Proceedings pertinent to the Company and the Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Stockholder Representative, any extension thereof) for the respective taxable periods, and to abide by all record retention Laws and agreements entered into with any Tax Authority.", "references": ["Qualifications", "Books", "Fees", "Miscellaneous", "Brokers", "Effective Dates", "Vacations", "Representations", "Survival", "Indemnity", "Vesting", "Construction", "Waivers", "Indemnifications", "Intellectual Property", "Assignments", "Change In Control", "Remedies", "Records", "Costs", "Integration", "No Defaults", "Closings", "Publicity", "Titles", "General", "Authority", "Positions", "Employment", "Base Salary", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, reports, financial statements, certificates or written statements furnished to Lenders by or on behalf of any Credit Party or any of its Restricted Subsidiaries for use in connection with the transactions contemplated hereby concerning the Credit Parties or the transactions contemplated hereby (other than forecasts, estimates, pro forma financial information, projections and/or information of a general economic or industry nature contained in such materials), taken as a whole, contains (as of the date so furnished) any untrue statement of a material fact or omits to state a material fact (known to any Credit Party, in the case of any document not furnished by such Credit Party) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials were prepared in good faith based upon assumptions believed by the Credit Parties to be reasonable at the time made, it being recognized by Lenders that (i) such projections as to future events are not to be viewed as facts or a guaranty of performance and are subject to significant uncertainties and contingencies many of which are beyond the control of Borrower and the other Credit Parties and (ii) no assurance can be given that such projections will be realized, and that actual results during the period or periods covered by any such projections may differ from the projected results (and such differences may be material). There are no facts known (or which should upon the reasonable exercise of diligence be known) to any Credit Party (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby.", "references": ["Use Of Proceeds", "Adjustments", "Disability", "Records", "Brokers", "Erisa", "Subsidiaries", "Non-Disparagement", "Intellectual Property", "Qualifications", "Binding Effects", "Definitions", "Terms", "Authority", "Taxes", "Venues", "Integration", "Counterparts", "Terminations", "Change In Control", "Approvals", "Death", "Warranties", "Titles", "Entire Agreements", "Effective Dates", "Confidentiality", "Releases", "Powers", "Books", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Release may be executed in two (2) or more counterparts, all of which when taken together shall be considered one (1), and the same Release and shall become effective when the counterparts have been signed by each party and delivered to the other party; it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.", "references": ["Disclosures", "Employment", "Use Of Proceeds", "Forfeitures", "Successors", "Solvency", "Severability", "Modifications", "Sales", "Definitions", "No Defaults", "Existence", "Amendments", "Fees", "Defined Terms", "Qualifications", "Binding Effects", "Authorizations", "Waiver Of Jury Trials", "Survival", "Assignments", "Adjustments", "Indemnity", "Closings", "Effectiveness", "Effective Dates", "Compliance With Laws", "Vacations", "Interests", "Financial Statements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Executive acknowledges that the protections of the Employer set forth in this Section 8 are fair and reasonable, and that any violation of such protections would cause serious and irreparable harm and damage to the Employer and its subsidiaries and affiliates. Executive agrees that remedies at law for a breach or threatened breach of the provisions of this Section 8 would be inadequate and, therefore, the Employer shall be entitled, in addition to any other available remedies (including money damages), without posting a bond, to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy that may be then available.", "references": ["Releases", "Change In Control", "No Conflicts", "Benefits", "Use Of Proceeds", "Non-Disparagement", "Integration", "Cooperation", "Notices", "Consent To Jurisdiction", "Sanctions", "Venues", "Qualifications", "Construction", "Enforceability", "General", "Entire Agreements", "Severability", "Terms", "Binding Effects", "No Defaults", "Forfeitures", "Tax Withholdings", "Applicable Laws", "Anti-Corruption Laws", "Indemnifications", "Costs", "Modifications", "Warranties", "Existence", "Remedies"], "gold": ["Remedies"]}
+{"input": "Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such issuance.\u00a0That notwithstanding, the Holder may in the interest of securing issuance and/or delivery of Common Stock before the Deadline, at any time from time to time, in its sole discretion elect to pay any such fees or charges upfront,\u00a0and Company agrees that any such fees or charges as noted in this Section that are paid by the Holder (whether from the Company\u2019s delays, outright refusal to pay,\u00a0Holder\u2019s interest in securing issuance and/or delivery of Common Stock before the Deadline,\u00a0or otherwise),\u00a0will be at Company\u2019s expense,\u00a0and the conversion amount will automatically be reduced by that dollar amount to cover the cost of the fees or charges as noted in this Section.", "references": ["Forfeitures", "Assigns", "Solvency", "Adjustments", "Releases", "Powers", "Approvals", "Entire Agreements", "Modifications", "Records", "Employment", "Binding Effects", "Books", "No Defaults", "Indemnity", "Use Of Proceeds", "Consents", "Intellectual Property", "Integration", "Anti-Corruption Laws", "Enforceability", "Construction", "Payments", "Severability", "Successors", "Subsidiaries", "General", "Fees", "Effective Dates", "Insurances", "Expenses"], "gold": ["Expenses"]}
+{"input": "Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible.", "references": ["Terms", "Defined Terms", "Positions", "Liens", "Employment", "Authorizations", "Specific Performance", "Indemnifications", "Adjustments", "No Defaults", "Taxes", "Waiver Of Jury Trials", "Insurances", "Releases", "Agreements", "Duties", "Counterparts", "Vesting", "Benefits", "Representations", "Records", "Assignments", "Authority", "Forfeitures", "Assigns", "Effectiveness", "Governing Laws", "No Waivers", "Titles", "Cooperation", "Severability"], "gold": ["Severability"]}
+{"input": "(i) All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement will be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (iii) if delivered by mail, three (3) Business Days after deposit in the mail, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender\u2019s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the Business Day of such posting and the Business Day access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided , however , that no communications to the Administrative Agent pursuant to this Section 10.1 will be effective until received by the Administrative Agent.", "references": ["Applicable Laws", "Waivers", "Change In Control", "Duties", "Entire Agreements", "Representations", "Amendments", "Existence", "Litigations", "Governing Laws", "Indemnity", "Intellectual Property", "Headings", "Compliance With Laws", "Jurisdictions", "Closings", "Approvals", "Authorizations", "Sanctions", "Participations", "No Conflicts", "Vesting", "Construction", "Anti-Corruption Laws", "Interests", "No Defaults", "Subsidiaries", "Remedies", "Integration", "Insurances", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "Any waiver, forbearance, failure or delay by Lender in exercising, or the exercise or beginning of exercise by Lender of any right, power or remedy, simultaneous or later, shall not preclude the further, simultaneous or later exercise thereof and every right, power or remedy of Lender shall continue in full force and effect until such right, power or remedy is specifically waived in a writing executed by Lender.\u00a0 The allowance by Lender of Borrower to exceed the Commitment Amount or any applicable Sublimit from time to time is not a waiver of the Commitment Amount or such applicable Sublimit as set forth in this Agreement unless such action is evidenced by a written amendment hereto.\u00a0 The acceptance of partial payments on an obligation is not a waiver of Lender\u2019s right to demand full payment of such obligation unless there is a writing signed by Lender that specifically states that the acceptance of partial payments is a waiver of Lender\u2019s right to make demand for full payment.", "references": ["Definitions", "General", "Sales", "Notices", "Submission To Jurisdiction", "Defined Terms", "Interpretations", "Fees", "Assignments", "Binding Effects", "Forfeitures", "Erisa", "Remedies", "Use Of Proceeds", "Books", "Withholdings", "Specific Performance", "Disclosures", "Intellectual Property", "Terms", "Waiver Of Jury Trials", "Modifications", "Base Salary", "Liens", "Approvals", "Vesting", "Cooperation", "Indemnifications", "Assigns", "Agreements", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which will together be deemed to constitute one agreement.\u00a0\u00a0The Parties agree that the execution of this Agreement by exchanging pdf signatures, and/or by industry standard electronic signature software, shall have the same legal force and effect as the exchange of original signatures.\u00a0\u00a0In any proceeding arising under or relating to this Agreement, each Party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed agreement electronically.", "references": ["Disability", "Enforcements", "Interests", "Remedies", "Vacations", "Specific Performance", "Qualifications", "Withholdings", "Organizations", "Subsidiaries", "Assigns", "Authority", "Positions", "Vesting", "Releases", "Definitions", "Warranties", "Change In Control", "Integration", "Intellectual Property", "Publicity", "Submission To Jurisdiction", "Books", "Benefits", "Erisa", "Modifications", "Effectiveness", "Entire Agreements", "Cooperation", "Employment", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which together constitute one and the same instrument. Signatures transmitted by facsimile or digital scan will be deemed original signatures.", "references": ["Death", "Enforceability", "Headings", "Waivers", "Interests", "Effectiveness", "Books", "Consent To Jurisdiction", "Applicable Laws", "Use Of Proceeds", "Severability", "Remedies", "Jurisdictions", "Solvency", "Benefits", "Governing Laws", "Interpretations", "Modifications", "Authority", "Base Salary", "Confidentiality", "Participations", "No Waivers", "Qualifications", "Expenses", "Titles", "Records", "No Defaults", "Indemnifications", "Effective Dates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby.\u00a0\u00a0Each party ( i )\u00a0certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and ( ii ) acknowledges that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 5(g).", "references": ["Solvency", "Interpretations", "Vesting", "Costs", "Financial Statements", "Withholdings", "Compliance With Laws", "Entire Agreements", "Authority", "Consents", "Participations", "Arbitration", "Miscellaneous", "Fees", "Adjustments", "Base Salary", "Brokers", "Governing Laws", "Modifications", "Representations", "Existence", "No Conflicts", "Insurances", "Survival", "Tax Withholdings", "Sanctions", "Effectiveness", "Jurisdictions", "Warranties", "Cooperation", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "A formal notice describing the Lump-Sum Window and all related election rights shall be distributed to Eligible Window Participants during August 2017, as determined by the Committee.", "references": ["Binding Effects", "Withholdings", "Tax Withholdings", "Authority", "Waivers", "Severability", "Insurances", "Confidentiality", "Definitions", "Venues", "Records", "No Waivers", "Disclosures", "Assigns", "Sanctions", "Adjustments", "Terminations", "Financial Statements", "Litigations", "Construction", "Fees", "Submission To Jurisdiction", "Approvals", "Existence", "Further Assurances", "No Defaults", "Authorizations", "Applicable Laws", "Specific Performance", "Vesting", "Notices"], "gold": ["Notices"]}
+{"input": "Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, Heritage Financial Corporation; Attention: Director of Human Resources; 201 Fifth Avenue S.W.; Olympia, Washington 98501; and if to Executive, to Executive\u2019s most recent address in the Company\u2019s records; or, in each respective case, to such other address as either Party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.", "references": ["Organizations", "Intellectual Property", "No Waivers", "Definitions", "Interests", "Withholdings", "Change In Control", "Terminations", "Solvency", "Venues", "Insurances", "Entire Agreements", "Warranties", "Applicable Laws", "Survival", "Integration", "Erisa", "Payments", "Powers", "Effective Dates", "Compliance With Laws", "Interpretations", "Waiver Of Jury Trials", "Fees", "Submission To Jurisdiction", "Consents", "Jurisdictions", "Specific Performance", "Capitalization", "Vacations", "Notices"], "gold": ["Notices"]}
+{"input": "Without prejudice to the survival of any other agreement of the Loan Parties and the Lenders hereunder, the agreements and obligations of the Loan Parties and the Lenders contained in this Section\u00a09.07 shall survive the termination of this Agreement, the termination of all Commitments, and the payment in full of the Advances and all other amounts payable under this Agreement.", "references": ["Subsidiaries", "Submission To Jurisdiction", "Participations", "Confidentiality", "Payments", "Adjustments", "Integration", "Assignments", "General", "Jurisdictions", "Releases", "Terminations", "Authority", "Benefits", "Definitions", "Construction", "Brokers", "Powers", "Indemnity", "Liens", "Effective Dates", "Governing Laws", "Agreements", "Litigations", "Financial Statements", "Defined Terms", "Publicity", "Modifications", "Further Assurances", "No Defaults", "Survival"], "gold": ["Survival"]}
+{"input": "By Participant\u2019s acceptance of the Notice (whether in writing or electronically), Participant and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan, the Notice, and this Agreement. Participant has reviewed the Plan, the Notice, and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and Agreement, and fully understands all provisions of the Plan, the Notice, and this Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice, and this Agreement. Participant further agrees to notify the Company upon any change in Participant\u2019s residence address. By acceptance of the RSUs, Participant agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and consents to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the U.S. Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements), or other communications or information related to the RSUs and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or such other delivery determined at the Company\u2019s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents delivered electronically at no cost if Participant contacts the Company by telephone, through a postal service, or electronic mail to Stock Administration. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands that Participant\u2019s consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service, or electronic mail to Stock Administration. Finally, Participant understands that Participant is not required to consent to electronic delivery if local laws prohibit such consent.", "references": ["Capitalization", "Authority", "Cooperation", "Counterparts", "Publicity", "Survival", "Consent To Jurisdiction", "Confidentiality", "Construction", "Transactions With Affiliates", "Waiver Of Jury Trials", "Agreements", "Sales", "Organizations", "Enforcements", "Terms", "Withholdings", "Authorizations", "Severability", "Forfeitures", "Notices", "Change In Control", "Liens", "General", "Vacations", "No Defaults", "Use Of Proceeds", "Vesting", "Approvals", "Definitions", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "None of (a)\u00a0the Borrowers, any Subsidiary or, to the knowledge of any Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b)\u00a0to the knowledge of any Borrower, any agent of any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.", "references": ["Qualifications", "Compliance With Laws", "Assigns", "No Conflicts", "Titles", "Submission To Jurisdiction", "No Waivers", "Forfeitures", "Liens", "Assignments", "Amendments", "Waiver Of Jury Trials", "Construction", "Indemnity", "Withholdings", "Disclosures", "Enforceability", "Vacations", "Insurances", "Effective Dates", "Terms", "Successors", "Capitalization", "Interests", "Fees", "Defined Terms", "Further Assurances", "Publicity", "Authority", "Governing Laws", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "As a condition precedent to the payment or provision by the Company of the amounts set forth under the Section\u00a07.2 or 7.3 (other than the Accrued Obligations, which shall be payable in all events), as applicable, the Employee must execute a release in substantially the form attached hereto as Exhibit\u00a0A (the \u201c Release \u201d) within forty-five\u00a0(45) days following the date of termination and not revoke such Release within the subsequent seven\u00a0(7) day revocation period (if applicable).", "references": ["Authorizations", "Disclosures", "Indemnity", "Expenses", "Records", "Cooperation", "Waivers", "Solvency", "Assigns", "Duties", "Anti-Corruption Laws", "Notices", "Employment", "Organizations", "Fees", "Consent To Jurisdiction", "Integration", "Titles", "Construction", "Assignments", "Base Salary", "Taxes", "Consents", "Further Assurances", "No Conflicts", "Books", "Severability", "Waiver Of Jury Trials", "Approvals", "Intellectual Property", "Releases"], "gold": ["Releases"]}
+{"input": "No provision of this Agreement or of any of the other Loan Documents may be modified, waived or terminated except by instrument in writing executed by the party against whom a modification, waiver or termination is sought to be enforced.", "references": ["Base Salary", "Consent To Jurisdiction", "Amendments", "Agreements", "Solvency", "Indemnifications", "Consents", "Assigns", "Use Of Proceeds", "Submission To Jurisdiction", "No Waivers", "Venues", "Closings", "Releases", "Arbitration", "Confidentiality", "Construction", "Successors", "Withholdings", "Insurances", "Expenses", "Authorizations", "Adjustments", "Vesting", "Participations", "Indemnity", "Existence", "Terms", "Waiver Of Jury Trials", "Capitalization", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Plan was originally effective as of January 1, 1987, and was most recently restated as of January 1, 2009, in order to comply with the final regulations under \u00a7409A of the Code. This amendment and restatement of the Plan shall be effective as of January 1, 2018. Except as otherwise explicitly provided below, the rights of a Participant whose employment terminated, or who otherwise became entitled to receive benefits, under the Plan prior to January 1, 2018, shall be determined under the terms of the Plan as in effect at such time.", "references": ["Benefits", "Powers", "Remedies", "Litigations", "Financial Statements", "Forfeitures", "Approvals", "Entire Agreements", "Transactions With Affiliates", "Waiver Of Jury Trials", "Further Assurances", "Tax Withholdings", "Definitions", "Indemnity", "Capitalization", "Terms", "Specific Performance", "Defined Terms", "Effectiveness", "Positions", "Authority", "Notices", "Governing Laws", "Titles", "Taxes", "Erisa", "Intellectual Property", "Participations", "Sanctions", "Enforcements", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Duly file on a timely basis all tax returns required to be filed by them, and duly and punctually pay all business, goods and services, income, capital and/or profits taxes and other governmental charges levied or assessed against the Loan Parties or their Property.", "references": ["Erisa", "No Waivers", "Enforcements", "Construction", "Transactions With Affiliates", "Indemnifications", "Subsidiaries", "Definitions", "Assignments", "Insurances", "Submission To Jurisdiction", "Expenses", "Vacations", "Further Assurances", "No Conflicts", "Specific Performance", "Consents", "Defined Terms", "No Defaults", "Death", "Qualifications", "Successors", "Jurisdictions", "Remedies", "Participations", "Compliance With Laws", "Binding Effects", "Positions", "Approvals", "Warranties", "Taxes"], "gold": ["Taxes"]}
+{"input": "Subject to the requirements of clause (e) \u00a0of this Section\u00a011.06 , any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, a Defaulting Lender, a Disqualified Lender or any Borrower or any Affiliate or Subsidiary of any Borrower; provided that, notwithstanding anything to the contrary contained herein, participations may be sold to Disqualified Lenders unless the DQ List has been posted to the Platform) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender\u2019s participations in L/C Obligations) owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a) , (b) , (c) , (g) \u00a0and (h) \u00a0of Section\u00a011.01 that affects such Participant. All parties hereto acknowledge and agree that the Administrative Agent shall have no obligation or duty to monitor or track whether any Disqualified Lender shall have become a Participant hereunder. Subject to clause (f) \u00a0of this Section\u00a011.06 , each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section\u00a011.06(b) , subject to the requirements and limitations of such Sections, including Section\u00a03.01(e) (it being understood that the documentation required under Section\u00a03.01(e) shall be delivered to the participating Lender, and if any additional amounts are required to be paid pursuant to Section\u00a03.01(a) or (c) , to the Borrower and the Administrative Agent). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section\u00a011.08 as though it were a Lender, provided such Participant shall be subject to Section\u00a02.12 as though it were a Lender. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a011.04(c) without regard to the existence of any participation.", "references": ["Costs", "Headings", "Interests", "Taxes", "Jurisdictions", "Assigns", "Sanctions", "Powers", "Disability", "Counterparts", "Cooperation", "Litigations", "Venues", "Agreements", "Insurances", "Duties", "Notices", "Releases", "Applicable Laws", "Authority", "Defined Terms", "Forfeitures", "Solvency", "Remedies", "Warranties", "Compliance With Laws", "Terms", "Employment", "Financial Statements", "Brokers", "Participations"], "gold": ["Participations"]}
+{"input": "Insofar as permitted by otherwise applicable law, this Mortgage shall be construed under and governed by the laws of the State of New York; provided , however , that, with respect to any portion of the Mortgaged Property located outside of the State of New York, the laws of the place in which such property is located in, or offshore area adjacent to (and State law made applicable as a matter of Federal law), shall apply to the extent of procedural and substantive matters relating only to the creation, perfection, foreclosure of Liens and enforcement of rights and remedies against the Mortgaged Property.", "references": ["Adjustments", "Authorizations", "Remedies", "No Defaults", "Consents", "Withholdings", "Authority", "Vacations", "Powers", "Integration", "Change In Control", "General", "Enforcements", "Waivers", "Use Of Proceeds", "Approvals", "Definitions", "No Conflicts", "Arbitration", "Indemnity", "Capitalization", "Venues", "Benefits", "Liens", "Survival", "Titles", "Interests", "Sales", "Disability", "Effectiveness", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The representations and warranties contained herein will survive the Closing and the delivery of the Shares until all Preferred Shares issued to Investor have been converted or repurchased. 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.", "references": ["Change In Control", "No Defaults", "Arbitration", "Records", "Solvency", "Effectiveness", "Representations", "Releases", "Indemnifications", "Insurances", "Vesting", "Miscellaneous", "General", "Disclosures", "Sales", "Books", "Positions", "Severability", "Terms", "Duties", "Qualifications", "Waiver Of Jury Trials", "Integration", "Counterparts", "Disability", "Further Assurances", "Effective Dates", "Use Of Proceeds", "Costs", "Non-Disparagement", "Survival"], "gold": ["Survival"]}
+{"input": "Lessee shall indemnify, defend and hold Lessor harmless against and from any and all claims, liabilities, demands, actions, losses, damages, orders, judgments, penalties, fines and any and all costs and expenses (including, without limitation, reasonable attorneys\u2019 fees and costs of litigation) incurred as a result of, in connection with or arising, directly or indirectly, from Lessee\u2019s occupation and/or use of the Leased Premises, including, without limitation, injury to any person or damage to any property occurring in, on or about the Leased Premises; provided, however, that Lessee shall not be liable to indemnify Lessor with respect to any of the foregoing arising out of the negligence gross negligence or intentional misconduct of Lessor or any of its contractors, agents, employees, officers, partners or other Lessees or their invitees.", "references": ["Duties", "Specific Performance", "Taxes", "Representations", "Consent To Jurisdiction", "Authority", "Vesting", "Transactions With Affiliates", "Consents", "Effectiveness", "Agreements", "Waivers", "Positions", "Subsidiaries", "Confidentiality", "No Conflicts", "Publicity", "Approvals", "Closings", "Tax Withholdings", "Indemnity", "Headings", "Compliance With Laws", "Use Of Proceeds", "Venues", "Waiver Of Jury Trials", "Benefits", "Defined Terms", "Base Salary", "Cooperation", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The provisions of this Lease shall be binding upon and inure to the benefit of Lessor and Lessee, respectively, and their respective successors, assigns, heirs, executors and administrators.", "references": ["Governing Laws", "Intellectual Property", "Releases", "Definitions", "Remedies", "Tax Withholdings", "Interests", "Authority", "Construction", "Compliance With Laws", "Consents", "Effectiveness", "Vesting", "Powers", "Enforcements", "Adjustments", "Brokers", "Payments", "Records", "Authorizations", "Submission To Jurisdiction", "Solvency", "Non-Disparagement", "Indemnity", "Existence", "Integration", "Litigations", "Disclosures", "Warranties", "Liens", "Successors"], "gold": ["Successors"]}
+{"input": "This Agreement may be executed in any number of counterparts and, when so executed, all of such counterparts shall constitute a single instrument binding upon all parties notwithstanding the fact that all parties are not signatory to the original or to the same counterpart. This Agreement may be executed and delivered by facsimile, or by email in portable document format (.pdf) and delivery of the executed signature page by such method will be deemed to have the same effect as if the original signature had been delivered to other the parties.", "references": ["Expenses", "Disclosures", "Duties", "Terminations", "Insurances", "Vacations", "Waivers", "Forfeitures", "Headings", "Consent To Jurisdiction", "Benefits", "Publicity", "Confidentiality", "Brokers", "Solvency", "Enforcements", "Existence", "Specific Performance", "Subsidiaries", "Sanctions", "Representations", "Miscellaneous", "Employment", "Remedies", "Costs", "Effective Dates", "Jurisdictions", "Adjustments", "Applicable Laws", "Releases", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Committee may amend, alter, modify, suspend or terminate the Award Notice or this Agreement at any time and from time to time, in whole or in part; provided, however, no amendment, alteration, modification, suspension or termination of the Award Notice or Agreement shall adversely affect in any material way the Award Notice or this Agreement, without your written consent, except to the extent such amendment, alteration, modification, suspension or termination is reasonably determined by the Committee in its sole discretion to be necessary to comply with applicable laws, rules, regulations, or is necessary for such approvals by any governmental agencies or national securities exchanges as may be required.", "references": ["Remedies", "Warranties", "Sales", "Specific Performance", "Publicity", "Indemnifications", "Capitalization", "Defined Terms", "No Defaults", "Adjustments", "Agreements", "Releases", "Solvency", "Terminations", "Withholdings", "Intellectual Property", "No Waivers", "Indemnity", "Arbitration", "Non-Disparagement", "Payments", "Brokers", "Consents", "Successors", "Employment", "Enforceability", "Governing Laws", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Titles", "Amendments"], "gold": ["Amendments"]}
+{"input": "Each of the Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute and comparable size engaged in the same or similar business, and all such insurance is in full force and effect.\u00a0 The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not be reasonably expected to result in a Material Adverse Effect.\u00a0 Neither the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.", "references": ["Modifications", "Brokers", "Non-Disparagement", "Assignments", "Submission To Jurisdiction", "Consent To Jurisdiction", "Fees", "Specific Performance", "Representations", "Amendments", "Integration", "Expenses", "No Waivers", "No Conflicts", "Employment", "Interpretations", "Vacations", "Enforcements", "Erisa", "Effectiveness", "Waiver Of Jury Trials", "Financial Statements", "Disability", "Books", "Further Assurances", "Base Salary", "Miscellaneous", "Venues", "Withholdings", "Releases", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, except that (other than to effect the provisions of Paragraph 14) it may not be assigned by either party without the other party\u2019s written consent.", "references": ["Participations", "Indemnity", "Releases", "Waivers", "Positions", "Employment", "Vacations", "Sanctions", "Assignments", "Severability", "Notices", "Anti-Corruption Laws", "Intellectual Property", "Solvency", "Compliance With Laws", "Non-Disparagement", "Further Assurances", "General", "Disclosures", "Erisa", "Titles", "Fees", "Existence", "Enforcements", "Remedies", "Terms", "Entire Agreements", "Warranties", "Publicity", "Interpretations", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Each of the Seller Parties will, and will cause each of its Subsidiaries (if any) to, obtain and maintain insurance with insurers reasonably believed by such Seller Party or such Subsidiary to be responsible and reputable, in such amounts and against such risks as are consistent with sound business practice.", "references": ["Sanctions", "Definitions", "Publicity", "Liens", "Binding Effects", "Base Salary", "Cooperation", "Submission To Jurisdiction", "Books", "Death", "Payments", "Consents", "Erisa", "General", "Agreements", "Amendments", "Tax Withholdings", "Indemnifications", "Titles", "Compliance With Laws", "Duties", "Interests", "Fees", "Records", "Counterparts", "Representations", "Effective Dates", "Vacations", "Defined Terms", "Specific Performance", "Insurances"], "gold": ["Insurances"]}
+{"input": "The provisions of Sections 2.2, 4, 5, 6, 8, and 9 shall survive the termination of this Agreement.", "references": ["No Waivers", "Cooperation", "Erisa", "Representations", "Compliance With Laws", "Definitions", "Agreements", "Fees", "Binding Effects", "Miscellaneous", "Use Of Proceeds", "Releases", "Vesting", "Litigations", "Anti-Corruption Laws", "Counterparts", "Consent To Jurisdiction", "Books", "Remedies", "Defined Terms", "Insurances", "Consents", "Benefits", "No Defaults", "Terminations", "Employment", "Indemnifications", "Titles", "Brokers", "Sales", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement and the Liens and security interests granted hereunder shall not terminate until the full and complete performance and indefeasible satisfaction of all of the Notes (including, without limitation, the indefeasible payment in full in cash of all obligations under such Notes) and (ii) with respect to which claims have been asserted by Collateral Agent and/or Purchasers, whereupon the Secured Party shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral to or on the order of Debtors. The Secured Party shall also execute and deliver to Debtors upon such termination and at Debtors\u2019 expense such UCC termination statements, certificates for terminating the liens on the Motor Vehicles (if any) and such other documentation as shall be reasonably requested by Debtors to effect the termination and release of the Liens and security interests in favor of the Secured Party affecting the Collateral.", "references": ["Brokers", "Consent To Jurisdiction", "Death", "Indemnity", "Forfeitures", "Authority", "Applicable Laws", "Interpretations", "Submission To Jurisdiction", "Publicity", "Tax Withholdings", "Cooperation", "Notices", "Amendments", "Costs", "No Waivers", "Assigns", "Intellectual Property", "Representations", "Taxes", "Further Assurances", "Sanctions", "Anti-Corruption Laws", "Subsidiaries", "Effectiveness", "Specific Performance", "Adjustments", "Disability", "Withholdings", "Insurances", "Terminations"], "gold": ["Terminations"]}
+{"input": "Executive acknowledges that the Company has in place the OneMain Employment Dispute Resolution Plan (\u201c EDR Plan \u201d) that applies to all employment disputes between the Company and its and its Affiliates\u2019 employees.\u00a0 Except as necessary for the Company to specifically enforce or enjoin a breach of this Agreement, the parties agree that any and all disputes between or among them arising in connection with or relating to this Agreement, Executive\u2019s services on behalf of the Company, or the termination of such services, shall be subject to the EDR Plan, as amended from time to time, including binding arbitration of any of the foregoing claims or disputes related to executive\u2019s employment with the Company or this Agreement.\u00a0 \u00a0 The arbitration obligation under this provision extends to any and all claims that may arise by and between the parties or their subsidiaries, Affiliates, successors or assigns, and expressly extends to, without limitation, claims or causes of action relating to compensation, including incentive-based compensation payable hereunder or otherwise and any equity-based compensation, for wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under the United States Constitution, and applicable state and federal fair employment laws, federal and state equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, and any other state or federal law; provided, however, that nothing herein shall require arbitration of any claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement.\u00a0 Notwithstanding the foregoing, neither the Company nor Executive shall be precluded from applying to a proper court for injunctive relief by reason of the prior or subsequent commencement of a proceeding under the EDR Plan, as amended, including without limitation, with respect to any dispute relating to the Restrictive Covenants or any restrictive covenants in any and all agreements between Executive and the Company or to which Executive is a party.", "references": ["Change In Control", "Withholdings", "Representations", "No Conflicts", "General", "Authorizations", "Releases", "Terms", "Interpretations", "Non-Disparagement", "Organizations", "Solvency", "Remedies", "Interests", "Compliance With Laws", "Tax Withholdings", "Expenses", "Integration", "Litigations", "Positions", "Indemnity", "Further Assurances", "Benefits", "Waiver Of Jury Trials", "Governing Laws", "Intellectual Property", "Disability", "Definitions", "Terminations", "Counterparts", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The headings of the various Articles and Sections herein and in the Table of Contents hereto are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.", "references": ["Taxes", "Erisa", "Expenses", "Defined Terms", "Sales", "Waiver Of Jury Trials", "Benefits", "Organizations", "Indemnifications", "Withholdings", "Further Assurances", "Terminations", "Severability", "No Waivers", "Positions", "Liens", "Submission To Jurisdiction", "Arbitration", "Vesting", "Powers", "Closings", "Consent To Jurisdiction", "Authorizations", "Existence", "Payments", "Specific Performance", "Participations", "Effectiveness", "Entire Agreements", "Death", "Headings"], "gold": ["Headings"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of California, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any transaction contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.", "references": ["Vesting", "Entire Agreements", "Approvals", "Intellectual Property", "Employment", "Change In Control", "Duties", "Modifications", "Withholdings", "Solvency", "Titles", "Taxes", "Participations", "Assigns", "Payments", "Costs", "Expenses", "Successors", "Terminations", "Amendments", "Liens", "Survival", "Existence", "Compliance With Laws", "Sanctions", "Death", "Capitalization", "Consents", "Transactions With Affiliates", "Specific Performance", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except for the consents that have been obtained on or prior to the Closing or filings required by the federal securities laws or stock exchange rules, no consent, approval, license, order, authorization, registration, declaration or filing with or of any Governmental Entity or other Person is required to be done or obtained by the Seller in connection with (i)\u00a0the execution and delivery by the Seller of this Agreement, (ii)\u00a0the performance by the Seller of its obligations under this Agreement or (iii)\u00a0the consummation by the Seller of any of the transactions contemplated by this Agreement.", "references": ["Subsidiaries", "Closings", "Releases", "Confidentiality", "Base Salary", "Insurances", "Publicity", "Warranties", "Enforcements", "Applicable Laws", "No Conflicts", "Death", "Waiver Of Jury Trials", "Remedies", "Jurisdictions", "Benefits", "Specific Performance", "Solvency", "Assignments", "No Defaults", "Liens", "Tax Withholdings", "Books", "Capitalization", "Indemnity", "Notices", "Cooperation", "Terms", "Severability", "Waivers", "Consents"], "gold": ["Consents"]}
+{"input": "This Agreement the Warrant constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.", "references": ["Use Of Proceeds", "Insurances", "Defined Terms", "Subsidiaries", "Definitions", "Confidentiality", "Death", "Interests", "Organizations", "Indemnity", "Jurisdictions", "Payments", "Capitalization", "Powers", "Sanctions", "Employment", "Waivers", "Warranties", "Construction", "Enforcements", "Governing Laws", "Titles", "Fees", "Intellectual Property", "Qualifications", "Authority", "Terms", "Successors", "Miscellaneous", "Integration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed to each one\u2019s respective address as first listed above.", "references": ["Representations", "Agreements", "Costs", "Existence", "Death", "Insurances", "Change In Control", "Benefits", "Releases", "Fees", "Confidentiality", "General", "Titles", "Applicable Laws", "Waivers", "Enforceability", "Arbitration", "Warranties", "Vacations", "Disability", "Qualifications", "Closings", "Terms", "Adjustments", "Indemnity", "Financial Statements", "Liens", "Assignments", "No Conflicts", "Authority", "Notices"], "gold": ["Notices"]}
+{"input": "By acceptance of this RSU, you consent to the electronic delivery of the Notice, this RSU Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the RSU. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company\u2019s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at psalmans@equitybank.com. You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at psalmans@equitybank.com. Finally, you understand that you are not required to consent to electronic delivery.", "references": ["Adjustments", "Definitions", "Erisa", "Indemnity", "Enforceability", "Expenses", "Consent To Jurisdiction", "Miscellaneous", "Compliance With Laws", "Amendments", "Costs", "Brokers", "Headings", "Survival", "Base Salary", "Death", "Employment", "Enforcements", "Anti-Corruption Laws", "No Defaults", "Vesting", "Forfeitures", "Withholdings", "Entire Agreements", "Waiver Of Jury Trials", "Non-Disparagement", "Books", "Arbitration", "Confidentiality", "Titles", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement shall remain in effect until it is terminated by either party with thirty (30)\u00a0days prior written notice. The terms and conditions of this Agreement shall survive any such termination with respect to Proprietary Information that is disclosed prior to the effective date of such termination for a period of [*] from the date of termination.", "references": ["Sales", "Taxes", "Records", "No Defaults", "Costs", "Authorizations", "Anti-Corruption Laws", "Organizations", "Employment", "Entire Agreements", "Approvals", "Base Salary", "Releases", "Closings", "Amendments", "Definitions", "Venues", "Enforcements", "Counterparts", "Miscellaneous", "Brokers", "No Waivers", "Non-Disparagement", "Representations", "Titles", "Vacations", "Liens", "Interests", "Erisa", "Jurisdictions", "Notices"], "gold": ["Notices"]}
+{"input": "Dividend Equivalent Accounts shall be subject to such terms and conditions as the Committee shall determine and as shall be set forth in the applicable Award Agreement.\u00a0 Such terms and conditions may include, without limitation, for the Participant\u2019s Account to be credited as of the record date of each cash dividend on the Common Stock with an amount equal to the cash dividends which would be paid with respect to the number of shares of Common Stock then covered by the related Award if such shares of Common Stock had been owned of record by the Participant on such record date.", "references": ["Applicable Laws", "Change In Control", "Death", "Anti-Corruption Laws", "Successors", "Solvency", "Costs", "Subsidiaries", "Disability", "Capitalization", "Vacations", "Sales", "Defined Terms", "Representations", "Agreements", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Interpretations", "Consent To Jurisdiction", "Erisa", "Employment", "No Conflicts", "Non-Disparagement", "Duties", "Payments", "Survival", "Positions", "Specific Performance", "Authority", "Enforcements", "Terms"], "gold": ["Terms"]}
+{"input": "During the Employment Term, the Employee shall be entitled to paid vacation in accordance with the Company\u2019s policy on accrual and use applicable to employees as in effect from time to time.", "references": ["Enforceability", "Further Assurances", "Organizations", "Applicable Laws", "Qualifications", "Death", "Terminations", "Headings", "Financial Statements", "Miscellaneous", "Consents", "Jurisdictions", "Sales", "Specific Performance", "Employment", "Integration", "Solvency", "Positions", "Participations", "Base Salary", "Approvals", "Liens", "Litigations", "Successors", "No Waivers", "Authorizations", "Transactions With Affiliates", "Erisa", "Severability", "Publicity", "Vacations"], "gold": ["Vacations"]}
+{"input": "All questions arising with respect to the provisions of this Warrant shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law.", "references": ["Assigns", "Entire Agreements", "Cooperation", "No Conflicts", "Anti-Corruption Laws", "General", "Vacations", "Payments", "Brokers", "Benefits", "Confidentiality", "No Defaults", "Disclosures", "Withholdings", "Liens", "Submission To Jurisdiction", "Sales", "Sanctions", "Consent To Jurisdiction", "Tax Withholdings", "Interpretations", "Change In Control", "Records", "Interests", "Headings", "Further Assurances", "Closings", "Insurances", "Use Of Proceeds", "Effective Dates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company will pay Executive an annual base salary of $1,340,625, payable in accordance with the Company\u2019s customary payroll practices (\u201c Base Salary \u201d). The annual rate of Executive\u2019s Base Salary shall not be increased or decreased during the Term.", "references": ["Sanctions", "Litigations", "Records", "Authorizations", "Compliance With Laws", "Integration", "No Waivers", "Assigns", "Further Assurances", "Agreements", "Costs", "Books", "Publicity", "Interests", "Cooperation", "Solvency", "Forfeitures", "Waiver Of Jury Trials", "Fees", "Vesting", "Subsidiaries", "Use Of Proceeds", "Withholdings", "Liens", "Financial Statements", "Severability", "Terms", "Tax Withholdings", "Survival", "Anti-Corruption Laws", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "This 2018-B Servicing Supplement will be terminated in the event that the Basic Servicing Agreement is terminated in accordance therewith and may also be terminated at the option of the Servicer or the Titling Trust at any time following the payment in full of the 2018-B Exchange Note; provided, that the rights and obligations of the parties under Section 3.04 will survive any such termination.", "references": ["Severability", "No Conflicts", "Assignments", "Jurisdictions", "Positions", "Construction", "Headings", "Integration", "Consents", "Powers", "No Waivers", "Miscellaneous", "Cooperation", "Solvency", "Death", "Intellectual Property", "Survival", "Indemnity", "Base Salary", "General", "Use Of Proceeds", "Submission To Jurisdiction", "Warranties", "Payments", "Publicity", "Defined Terms", "Qualifications", "Duties", "Releases", "Anti-Corruption Laws", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Purchase Agreement (as modified by this Amendment), together with all exhibits and schedules annexed thereto and incorporated by reference, contains the entire agreement between the parties and supersedes all prior agreements, arrangements and understandings relating to the subject matter thereof. There are no written or oral agreements, understandings, representations or warranties between the parties other than those set forth herein.", "references": ["Liens", "Agreements", "Authority", "Consent To Jurisdiction", "Positions", "Vesting", "Approvals", "Confidentiality", "Benefits", "Effectiveness", "Applicable Laws", "Publicity", "Titles", "Representations", "Jurisdictions", "General", "Headings", "Death", "Duties", "Waiver Of Jury Trials", "Amendments", "Warranties", "Participations", "Terms", "Powers", "Binding Effects", "Enforceability", "Non-Disparagement", "Financial Statements", "Sales", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "You agree to cooperate with Viacom and its attorneys in connection with any Viacom Legal Matter or Company investigation. Your cooperation shall include, without limitation, providing assistance to and meeting with Viacom\u2019s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that your cooperation is requested after the termination of your employment, Viacom shall (i) seek to minimize interruptions to your schedule to the extent consistent with its interests in the matter; and (ii) reimburse you for all reasonable and appropriate out-of-pocket expenses actually incurred by you in connection with such cooperation upon reasonable substantiation of such expenses.", "references": ["Non-Disparagement", "Litigations", "Jurisdictions", "Titles", "General", "Specific Performance", "Confidentiality", "Binding Effects", "Publicity", "Fees", "Insurances", "Base Salary", "Assignments", "Submission To Jurisdiction", "Transactions With Affiliates", "Severability", "Interpretations", "Erisa", "Benefits", "Qualifications", "Remedies", "Venues", "Adjustments", "No Defaults", "Participations", "Taxes", "Terms", "Arbitration", "Use Of Proceeds", "Books", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Borrower shall promptly notify Lender of any of the following (and in no event later than three (3)\u00a0Business Days after a Responsible Officer becoming aware thereof):\u00a0 (a)\u00a0the occurrence or existence of any Event of Default; (b)\u00a0any breach or non-performance of, or any default under, any Contractual Obligation of Borrower or Parent or any violation of, or non-compliance with, any Requirement of Law by Borrower or Holdings LP, which, in either case, would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (c)\u00a0any dispute, litigation, investigation, proceeding or suspension which may exist at any time between an Obligor and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (d)\u00a0the commencement of, or any material adverse development in, any litigation or proceeding affecting an Obligor (i)\u00a0in which the amount of damages claimed is $750,000 (or its equivalent in another currency or currencies) or more, (ii)\u00a0in which injunctive or similar relief is sought and which would reasonably be expected to have a Material Adverse Effect, or (iii)\u00a0in which the relief sought is an injunction or other stay of the performance of this Agreement or any Financing Agreement; (e)\u00a0any Material Adverse Effect subsequent to the date of the most recent audited financial statements of Borrower or Parent delivered to Lender pursuant to this Agreement; (f)\u00a0any material change in accounting policies or financial reporting practices by Borrower or Parent; (g)\u00a0the creation, establishment or acquisition of any Subsidiary of Borrower or Holdings LP; (h)\u00a0any material change in the investment policies or practices of any Obligor; (i)\u00a0any material notices given to or from any holder of Equity Interests of Borrower or Holdings LP; and (j)\u00a0the filing of any notice pursuant to Rule\u00a015c3-1(e), Rule\u00a017a-5(f)(3)\u00a0or Rule\u00a017a-11 under the Securities Exchange Act with respect to Borrower.\u00a0 Each notice pursuant to this Section\u00a0shall be accompanied by a written statement by a Responsible Officer on behalf of Borrower setting forth details of the occurrence referred to therein, and stating what action such Obligor proposes to take with respect thereto and at what time.\u00a0 Each notice of a Default or of an Event of Default shall describe with particularity any and all clauses or provisions of this Agreement or other Financing Agreement that have been breached or violated.", "references": ["Remedies", "Assigns", "Entire Agreements", "Disability", "Costs", "Change In Control", "Approvals", "Interpretations", "Venues", "Books", "Authority", "Solvency", "Assignments", "Interests", "Records", "Positions", "Releases", "Payments", "Amendments", "Brokers", "Terms", "Authorizations", "Liens", "Enforceability", "Further Assurances", "Benefits", "Consents", "No Defaults", "Counterparts", "Compliance With Laws", "Notices"], "gold": ["Notices"]}
+{"input": "This Bonus Plan (\u201cPlan\u201d) shall be effective as of January 1, 2016, and is effective for calendar year 2016 and each year thereafter (each, an \u201cEligibility Period\u201d), unless otherwise amended or terminated by Fitbit, Inc. (\u201cFitbit\u201d or the \u201cCompany\u201d) in accordance with the Plan. The Plan supersedes all prior bonus plans. The objective of the Plan is to financially incentivize and reward employees based upon the Company\u2019s performance and for their individual contributions to the success of Fitbit.", "references": ["Enforcements", "Disclosures", "Jurisdictions", "Representations", "Employment", "Interpretations", "Change In Control", "Indemnity", "Records", "Venues", "Cooperation", "Compliance With Laws", "Assignments", "Adjustments", "Liens", "Sales", "Use Of Proceeds", "Withholdings", "Litigations", "Death", "Applicable Laws", "Publicity", "Insurances", "Arbitration", "Effectiveness", "Enforceability", "Vesting", "Taxes", "Expenses", "Brokers", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "The Option and the obligation of the Company to sell and deliver shares hereunder shall be subject to all applicable federal and state laws, rules\u00a0and regulations and to such approvals by any government or regulatory agency as may be required.\u00a0 If at any time the Administrator shall determine in its discretion that the listing, registration or qualification of the shares covered by the Option upon any national securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of shares, no shares will be delivered to Optionee unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Administrator.\u00a0 If shares are not required to be registered, but are exempt from registration, upon exercising all or any portion of the Option, Optionee shall represent that the shares being acquired are being acquired for investment only and not with a view to their sale or distribution thereof, and shall make such other representations as deemed appropriate by counsel to the Company.\u00a0 Stock certificates evidencing unregistered shares acquired upon exercise of the option shall be subject to stop transfer instructions by the Company to the transfer agent for the shares and shall bear any legend required by applicable state securities laws.", "references": ["Employment", "Applicable Laws", "Closings", "Cooperation", "Modifications", "Severability", "Entire Agreements", "No Waivers", "Interests", "Insurances", "Waiver Of Jury Trials", "Indemnity", "Solvency", "Positions", "Survival", "Approvals", "Fees", "Organizations", "Subsidiaries", "Binding Effects", "Specific Performance", "Agreements", "Capitalization", "Releases", "Disclosures", "Intellectual Property", "No Conflicts", "Consents", "Terminations", "Submission To Jurisdiction", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If Participant\u2019s Service terminates for any reason, all unvested PSUs will be forfeited to Redfin immediately, and all rights of Participant to such PSUs automatically terminate without payment of any consideration to Participant. Participant\u2019s Service will be considered terminated as of the date Participant is no longer providing services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant\u2019s employment agreement, if any) and will not, subject to the laws applicable to Participant\u2019s Award, be extended by any notice period mandated under local laws (e.g., Service would not include a period of \u201cgarden leave\u201d or similar period). Participant acknowledges and agrees that the Vesting Schedule may change prospectively in the event Participant\u2019s service status changes between full- and part-time status and/or in the event Participant is on an approved leave of absence in accordance Redfin\u2019s policies relating to work schedules and vesting of awards or as determined by the Committee. Participant acknowledges that the vesting of the Shares pursuant to this Notice and Agreement is subject to Participant\u2019s continued Service. In case of any dispute as to whether termination of Service has occurred, the Committee will have sole discretion to determine whether such termination of Service has occurred and the effective date of such termination (including whether Participant may still be considered to be providing services while on an approved leave of absence).", "references": ["Disclosures", "Anti-Corruption Laws", "Releases", "Indemnifications", "Benefits", "Vacations", "Books", "Expenses", "Terms", "Litigations", "Venues", "Interests", "Brokers", "Solvency", "Definitions", "Amendments", "Submission To Jurisdiction", "Enforceability", "Modifications", "Construction", "Records", "Survival", "Capitalization", "Warranties", "Transactions With Affiliates", "Consent To Jurisdiction", "Fees", "Change In Control", "Sanctions", "Interpretations", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement hereto constitutes the entire Agreement between COPR and Manager with respect to the subject matter hereof, and any and all previous agreements (written or oral) entered into between the parties hereto relating to the Enterprise and/or the management, use, maintenance and operation thereof shall be deemed merged herewith.", "references": ["Adjustments", "Arbitration", "Consent To Jurisdiction", "Qualifications", "Agreements", "Subsidiaries", "Definitions", "Binding Effects", "Terms", "General", "Positions", "Applicable Laws", "Defined Terms", "Assigns", "Effective Dates", "Warranties", "Indemnity", "Compliance With Laws", "Interpretations", "Base Salary", "No Defaults", "Non-Disparagement", "Authorizations", "Venues", "Disclosures", "Solvency", "Erisa", "Notices", "Change In Control", "Payments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The proceeds of the Loans and Letters of Credit have been used and will be used solely for the purposes provided in Section\u00a05.08.", "references": ["Cooperation", "Costs", "Powers", "Titles", "Assigns", "Binding Effects", "Vacations", "Authority", "Enforcements", "Representations", "Further Assurances", "Consent To Jurisdiction", "Specific Performance", "Indemnifications", "No Defaults", "Governing Laws", "Vesting", "Capitalization", "Warranties", "Organizations", "Assignments", "Terminations", "Fees", "Construction", "Brokers", "Modifications", "Benefits", "Indemnity", "Terms", "Enforceability", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "If a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender\u2019s right to participate in decision-making rights related to the Obligations in respect of Required Lender or Required Term Lender votes, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal. Notwithstanding anything else provided herein, any amendment, waiver determination, consent or notification under Section\u00a09.01 that would (i)\u00a0reduce the principal amount of the Loan made by such Defaulting Lender, (ii)\u00a0alter the terms and conditions of this sentence or (iii)\u00a0otherwise disproportionately affect a Defaulting Lender, will require the consent of such Defaulting Lender.", "references": ["Amendments", "Cooperation", "Disclosures", "Financial Statements", "Interests", "Headings", "Adjustments", "Indemnity", "Approvals", "Vesting", "Positions", "Benefits", "Severability", "Forfeitures", "Existence", "Successors", "No Conflicts", "Remedies", "Waiver Of Jury Trials", "Effective Dates", "Costs", "Terms", "Venues", "Defined Terms", "Interpretations", "Submission To Jurisdiction", "Sanctions", "Miscellaneous", "Warranties", "No Defaults", "Consents"], "gold": ["Consents"]}
+{"input": "The Borrowers will use Letters of Credit, Revolver Loans and Swingline Loans (a) on the Restatement Date, to finance a portion of the Specified Transactions and for working capital needs and other general corporate purposes of the Lead Borrower and its Restricted Subsidiaries and (b) after the Restatement Date, for working capital needs and other general corporate purposes of the Lead Borrower and its Restricted Subsidiaries, including the financing of Capital Expenditures, Permitted Acquisitions, other Permitted Investments, Permitted Restricted Payments and any other purpose not prohibited by this Agreement.", "references": ["Compliance With Laws", "Waivers", "Sales", "Warranties", "Assigns", "Interpretations", "Employment", "Authorizations", "Vesting", "Assignments", "Consents", "Sanctions", "Powers", "Specific Performance", "Authority", "Enforcements", "Effective Dates", "Payments", "Liens", "Approvals", "Fees", "Agreements", "Interests", "Miscellaneous", "Construction", "Severability", "Confidentiality", "Remedies", "Headings", "General", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of NYSE American (the \u201c Principal Market \u201d) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.", "references": ["Use Of Proceeds", "Qualifications", "Tax Withholdings", "Forfeitures", "Existence", "Approvals", "Adjustments", "Compliance With Laws", "Employment", "Disability", "Waivers", "Specific Performance", "Terms", "Enforceability", "Closings", "Base Salary", "Successors", "Notices", "Costs", "Positions", "Death", "Defined Terms", "Anti-Corruption Laws", "Vesting", "Cooperation", "Solvency", "Binding Effects", "Benefits", "Arbitration", "Taxes", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Arrangements satisfactory in the reasonable discretion of the Collateral Agent shall have been made for the Collateral Agent to receive evidence in form and substance reasonably satisfactory to it that all of the requirements of Section \u00a07.5 hereof and Section\u00a05(q) of the Security Agreement shall have been satisfied; provided that, as of the Restatement Effective Date, the Collateral Agent shall have received a certificate confirming that the Collateral Agent has been named as loss payee or additional insured consistent with the requirements of Section \u00a07.5 hereof.", "references": ["Headings", "Assignments", "Binding Effects", "Organizations", "Representations", "Forfeitures", "Warranties", "Effective Dates", "Closings", "Jurisdictions", "Terminations", "Titles", "No Waivers", "Qualifications", "Authority", "Taxes", "Enforceability", "Base Salary", "Transactions With Affiliates", "Solvency", "Authorizations", "Assigns", "Successors", "Expenses", "Disclosures", "Use Of Proceeds", "Books", "Employment", "Terms", "Anti-Corruption Laws", "Insurances"], "gold": ["Insurances"]}
+{"input": "Without limitation of Section 14 and Section 15 below, this Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.", "references": ["Agreements", "Submission To Jurisdiction", "Vacations", "Intellectual Property", "Costs", "Tax Withholdings", "Headings", "Existence", "Counterparts", "Terminations", "Forfeitures", "No Waivers", "Authorizations", "Withholdings", "Organizations", "Modifications", "Jurisdictions", "Death", "Employment", "Closings", "Benefits", "Litigations", "Severability", "Indemnifications", "Interests", "Consent To Jurisdiction", "Financial Statements", "Effective Dates", "Effectiveness", "Disclosures", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Services Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.", "references": ["Waiver Of Jury Trials", "Remedies", "Employment", "Consent To Jurisdiction", "Capitalization", "Vesting", "Definitions", "Benefits", "Publicity", "Forfeitures", "Death", "Sanctions", "Disclosures", "Positions", "No Conflicts", "Terms", "Interpretations", "Confidentiality", "Anti-Corruption Laws", "Governing Laws", "Disability", "Effectiveness", "Use Of Proceeds", "Integration", "Interests", "Records", "Organizations", "Solvency", "Representations", "Transactions With Affiliates", "Amendments"], "gold": ["Amendments"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof or extending the expiration date thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender\u2019s Applicable Revolving Percentage (determined without regard to any separate Class\u00a0or Classes of Revolving Commitments of such Lender) of the aggregate amount available to be drawn under such Letter of Credit.\u00a0 In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender\u2019s Applicable Revolving Percentage of each LC Disbursement made by an Issuing Bank not later than 2:00 p.m.\u00a0on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Lenders pursuant to Section\u00a02.0 5 ( e ) \u00a0until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Revolving Maturity Date and any expiration of any Class\u00a0of Commitments applicable to any Revolving Lender.\u00a0 Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Terms", "Titles", "Taxes", "Organizations", "Tax Withholdings", "Construction", "Disability", "Waivers", "Adjustments", "Modifications", "Indemnifications", "Terminations", "Base Salary", "Waiver Of Jury Trials", "Forfeitures", "Warranties", "Approvals", "Death", "Indemnity", "Intellectual Property", "No Defaults", "Enforceability", "Notices", "Miscellaneous", "Records", "Subsidiaries", "Disclosures", "Survival", "Vesting", "Withholdings", "Participations"], "gold": ["Participations"]}
+{"input": "Any notice required or permitted hereunder shall be given, (a) with respect to the Guarantor, at the address(es) indicated in Schedule 10.02 of the Credit Agreement and (b) with respect to the Administrative Agent or any other Secured Party, at the Administrative Agent\u2019s address(es) indicated in Schedule 10.02 of the Credit Agreement.\u00a0\u00a0All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section 10.02 of the Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder.", "references": ["Existence", "Anti-Corruption Laws", "Interpretations", "Construction", "Payments", "Successors", "Venues", "Closings", "Agreements", "Liens", "Consents", "Assigns", "Withholdings", "Assignments", "Base Salary", "Transactions With Affiliates", "Warranties", "Use Of Proceeds", "Expenses", "No Defaults", "Participations", "Definitions", "Subsidiaries", "Governing Laws", "Titles", "Organizations", "Enforceability", "Positions", "Change In Control", "Fees", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against Executive or any Released Party. Unless the context indicates otherwise, the term \u201cor\u201d shall be deemed to include the term \u201cand\u201d and the singular or plural number shall be deemed to include the other.", "references": ["Duties", "Sales", "Submission To Jurisdiction", "Construction", "Counterparts", "Non-Disparagement", "Headings", "Publicity", "Existence", "Fees", "Payments", "Interests", "Waivers", "General", "Governing Laws", "Compliance With Laws", "Releases", "Records", "Liens", "Effectiveness", "Specific Performance", "Closings", "Intellectual Property", "Base Salary", "Litigations", "Assignments", "Taxes", "No Waivers", "Capitalization", "Consents", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "In the event of the death of the Employee while employed under this Agreement and prior to any termination of employment, the Company shall pay to the Employee\u2019s estate, or such person or beneficiary as the Employee may have previously designated in writing, (i) a lump sum equal to the Employee\u2019s Cash Compensation through the last day of the calendar month in which the Employee\u2019s death occurred plus the greater of (A) an additional period of three months of the Employee\u2019s Cash Compensation, or (B) if the Employee died within six months prior or 12 months following such Change in Control, the Change in Control payment set forth in Section 7(b); and (ii) the amounts of any benefits or awards which, pursuant to the terms of any applicable plan or plans, were earned with respect to the fiscal year in which the Employee died and which the Employee would have been entitled to receive if he had continued to be employed, and the amount of any bonus or incentive compensation for such fiscal year which the Employee would have been entitled to receive if he had continued to be employed, pro-rated in accordance with the portion of the fiscal year prior to his death, provided that the amounts covered by clause (ii) of this Section 7(g) shall be payable when and as ordinarily payable under the applicable plans. The lump sum payable pursuant to clause (i) of this Section 7(g) shall be payable within 30 days following the date of death, provided that if the Employee died within six months prior to a Change in Control, any additional payment required pursuant to clause (i)(B) of this Section 7(g) shall be payable within 30 days following the date of the Change in Control.", "references": ["Modifications", "Taxes", "Defined Terms", "Liens", "Warranties", "Jurisdictions", "Erisa", "Change In Control", "Waiver Of Jury Trials", "Expenses", "Transactions With Affiliates", "Duties", "Sanctions", "Submission To Jurisdiction", "Forfeitures", "Notices", "Representations", "Successors", "Litigations", "Disclosures", "Qualifications", "Construction", "Assignments", "Severability", "Binding Effects", "Powers", "Enforceability", "Vacations", "Specific Performance", "Miscellaneous", "Death"], "gold": ["Death"]}
+{"input": "No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed by Lender to be expedient. A waiver of any Default or Event of Default shall not be construed to be a waiver of any subsequent Default or Event of Default or to impair any remedy, right or power consequent thereon.", "references": ["Participations", "Further Assurances", "Entire Agreements", "Waivers", "Non-Disparagement", "Subsidiaries", "Titles", "Erisa", "Enforcements", "Insurances", "Counterparts", "Successors", "Intellectual Property", "Powers", "Compliance With Laws", "Brokers", "Sales", "Consent To Jurisdiction", "Duties", "Releases", "Change In Control", "Assigns", "Records", "Effective Dates", "Base Salary", "Disability", "Publicity", "Defined Terms", "Taxes", "Existence", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. Without limiting the generality of the foregoing, the parties acknowledge and agree that this Agreement embodies their final intent and understanding with respect to the implementation of the 2018 OPP and the grant of the Award, and supersedes all previous descriptions, discussions, agreements or other materials relating to the 2018 OPP.", "references": ["Expenses", "Remedies", "Liens", "Employment", "Defined Terms", "Titles", "Indemnifications", "Counterparts", "Consent To Jurisdiction", "General", "Costs", "Severability", "Benefits", "Authority", "Taxes", "Binding Effects", "Authorizations", "Powers", "Indemnity", "Base Salary", "Vacations", "Terminations", "Enforceability", "Subsidiaries", "Warranties", "Disability", "Brokers", "Use Of Proceeds", "Sanctions", "Participations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All notices and communications hereunder shall be in writing and given to Mortgagor in accordance with the terms of the Credit Agreement at the address set forth on the first page of this Mortgage and to the Mortgagee as provided in the Credit Agreement and the Indentures.", "references": ["Binding Effects", "Authority", "Employment", "Disability", "Disclosures", "Remedies", "Vacations", "Powers", "Use Of Proceeds", "Capitalization", "Litigations", "Solvency", "Effective Dates", "Headings", "Counterparts", "No Defaults", "Assignments", "No Waivers", "Consents", "Confidentiality", "Applicable Laws", "Records", "Fees", "Withholdings", "Organizations", "Jurisdictions", "Change In Control", "No Conflicts", "Tax Withholdings", "Payments", "Notices"], "gold": ["Notices"]}
+{"input": "(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment of such Revolving Lender during the period from and including the date hereof to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the First A&R Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (but the Swingline Exposure of such Lender shall be disregarded for such purpose).", "references": ["Books", "Publicity", "No Waivers", "Disability", "Confidentiality", "Headings", "Erisa", "Enforcements", "Effectiveness", "Payments", "Construction", "Non-Disparagement", "Effective Dates", "Brokers", "Definitions", "Authorizations", "Sales", "Authority", "Miscellaneous", "Benefits", "Taxes", "General", "Titles", "Applicable Laws", "Solvency", "Anti-Corruption Laws", "Capitalization", "No Defaults", "Expenses", "Binding Effects", "Fees"], "gold": ["Fees"]}
+{"input": "This Amended and Restated Escrow Agreement is binding upon and will inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable, by operation of law or otherwise, by any Party hereto without the prior written consent of the other Parties subject to Section 14. Nothing in this Amended and Restated Escrow Agreement is intended to create any legally enforceable rights in any other non\u2011Party person or entity, or to make any non\u2011Party person or entity, including but not limited to any proposed or potential non\u2011Party recipient of funds from the Class Settlement Interchange Escrow Account or under the Superseding and Amended Class Settlement Agreement, a beneficiary of this Amended and Restated Escrow Agreement.", "references": ["Jurisdictions", "Definitions", "Positions", "Intellectual Property", "Construction", "Capitalization", "Enforcements", "Books", "Entire Agreements", "Arbitration", "Withholdings", "Erisa", "Notices", "Consents", "Vacations", "Terms", "Disclosures", "Applicable Laws", "Anti-Corruption Laws", "Indemnity", "Approvals", "Litigations", "Insurances", "Qualifications", "Expenses", "Submission To Jurisdiction", "Disability", "Transactions With Affiliates", "Miscellaneous", "Liens", "Assignments"], "gold": ["Assignments"]}
+{"input": "The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of the remaining provisions of the Agreement, and such invalid or unenforceable provision shall be stricken to the extent necessary to preserve the validity and enforceability of the Agreement with the parties agreeing in such event to make all reasonable efforts to replace such invalid or unenforceable provision with a valid provision that will place the parties in approximately the same economic position as contemplated hereunder.", "references": ["Capitalization", "Jurisdictions", "Definitions", "No Defaults", "Assignments", "Enforceability", "Authority", "Publicity", "Consents", "Consent To Jurisdiction", "Base Salary", "Vesting", "Agreements", "Vacations", "Withholdings", "Death", "Indemnifications", "Venues", "Governing Laws", "Transactions With Affiliates", "Participations", "Miscellaneous", "Confidentiality", "Modifications", "Effective Dates", "Taxes", "Disability", "Headings", "Costs", "Adjustments", "Severability"], "gold": ["Severability"]}
+{"input": "Restricted Share Awards consist of Shares which are issued by the Company to a participant at no cost or at a purchase price determined by the Committee which may be below their Fair Market Value but which are subject to forfeiture and restrictions on their sale or other transfer by the participant. Each Restricted Share Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee and by an Award Agreement dated as of the Date of Grant and executed by the Company and by the participant. The timing of Restricted Share Awards and the number of Shares to be issued (subject to Section 3.2) are to be determined by the Committee in its discretion. By accepting a grant of Restricted Shares, the participant consents to any tax withholding as provided in Article 15.", "references": ["Litigations", "Powers", "Submission To Jurisdiction", "Erisa", "Records", "Counterparts", "Authorizations", "Survival", "Effective Dates", "Financial Statements", "Approvals", "Warranties", "Successors", "General", "Withholdings", "Headings", "Indemnity", "Further Assurances", "Death", "Definitions", "Miscellaneous", "Indemnifications", "Representations", "Interpretations", "Remedies", "No Waivers", "Benefits", "Books", "Adjustments", "Intellectual Property", "Agreements"], "gold": ["Agreements"]}
+{"input": "This Agreement may be executed by one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.", "references": ["Taxes", "Transactions With Affiliates", "Fees", "Waivers", "Construction", "Headings", "Specific Performance", "Effective Dates", "Enforcements", "Interests", "Arbitration", "Insurances", "Compliance With Laws", "Authorizations", "Interpretations", "Successors", "Brokers", "Non-Disparagement", "No Defaults", "Further Assurances", "Capitalization", "Consent To Jurisdiction", "Liens", "Positions", "Authority", "Disability", "Employment", "Disclosures", "Representations", "Solvency", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All disclosure provided to the Shareholders regarding OHGI, its business and the transactions contemplated hereby, including the OHGI Disclosure Schedules to this Agreement, furnished by or on behalf of OHGI with respect to the representations and warranties made herein are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. In the event that the OHGI Disclosure Schedules are not delivered contemporaneously with the execution of this Agreement, they shall be delivered as soon as practicable prior to the Closing Date.", "references": ["Cooperation", "Non-Disparagement", "Taxes", "Payments", "Consents", "Costs", "Modifications", "Enforcements", "No Defaults", "Fees", "Litigations", "Capitalization", "Existence", "Indemnity", "Adjustments", "Remedies", "Intellectual Property", "Withholdings", "Change In Control", "General", "Arbitration", "Authority", "Waivers", "Organizations", "Erisa", "Releases", "Death", "Vacations", "Benefits", "Employment", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "(a)\u00a0Each of Holdings and the Borrower shall, and shall cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings with respect to Mortgaged Property, mortgages, deeds of trust and other documents), that may be required under any applicable law, or that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties and in each case subject to the Guaranty and Security Principles. Each of Holdings and the Borrower also agrees to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents; provided that, from and after the Collateral Release Date, the Loan Parties shall only be required to cause the Guarantee Requirement to be satisfied in accordance with this Section\u00a05.13.", "references": ["Intellectual Property", "Vacations", "Non-Disparagement", "Counterparts", "Death", "Tax Withholdings", "No Waivers", "Powers", "Disclosures", "Jurisdictions", "Sales", "Notices", "Publicity", "Records", "Effectiveness", "Adjustments", "Costs", "Remedies", "Brokers", "Effective Dates", "No Conflicts", "Specific Performance", "Employment", "Books", "Survival", "Amendments", "Authorizations", "Fees", "Transactions With Affiliates", "Waivers", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Borrower will, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as may from time to time be necessary or as the Lender may from time to time reasonably request in order to carry out the intent and purposes of this Agreement and the other the Financing Agreements and the transactions contemplated thereby, including all such actions to establish, create, preserve, protect and perfect a first-priority Lien in favor of the Lender on the Collateral (including Collateral acquired after the date hereof), subject to Permitted Liens, including, as set forth in Section 8.16 of this Agreement.", "references": ["Intellectual Property", "Positions", "Vesting", "Books", "Vacations", "Waivers", "Disability", "Integration", "Subsidiaries", "Effectiveness", "Sales", "Assigns", "Modifications", "Indemnifications", "Authorizations", "Consents", "Successors", "Anti-Corruption Laws", "Death", "Liens", "Titles", "Notices", "Binding Effects", "Compliance With Laws", "Organizations", "Warranties", "Litigations", "Waiver Of Jury Trials", "Agreements", "Transactions With Affiliates", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "This Agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company, including your Offer of Employment dated August 4, 2015 and your Amended and Restated Employment Letter dated August 9, 2016; provided, however , that this Agreement shall not supersede either party\u2019s obligations as set forth in the Agreement and Plan of Merger made and entered into as of August 4, 2015 (the \u201c Merger Agreement \u201d) between us relating to the MasFlight acquisition, which obligations shall continue in full force and effect, including with respect to any earn out amounts that may become payable to you pursuant to the Merger Agreement. Subject to the proviso in the immediately preceding sentence, the parties have voluntarily agreed to define their rights, liabilities and obligations respecting the subject matter hereof exclusively in contract pursuant to the express terms and provisions of this Agreement; and the parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm\u2019s length negotiations.", "references": ["Interpretations", "Miscellaneous", "Representations", "Effectiveness", "Enforceability", "Successors", "Authority", "Specific Performance", "Fees", "Insurances", "Tax Withholdings", "Cooperation", "Vacations", "Existence", "Survival", "Intellectual Property", "Qualifications", "Records", "Forfeitures", "Modifications", "Waiver Of Jury Trials", "Assignments", "Terms", "Consents", "Subsidiaries", "Consent To Jurisdiction", "Venues", "Adjustments", "Base Salary", "Organizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.", "references": ["Enforceability", "Modifications", "Tax Withholdings", "Compliance With Laws", "Warranties", "Defined Terms", "Successors", "Cooperation", "Subsidiaries", "Liens", "Approvals", "Non-Disparagement", "Litigations", "Death", "Terminations", "Titles", "No Waivers", "Confidentiality", "Arbitration", "Severability", "Venues", "Expenses", "Disclosures", "Specific Performance", "Authority", "Further Assurances", "Assignments", "Indemnity", "Capitalization", "No Conflicts", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive\u2019s employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Los Angeles County, California in accordance with the rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association.", "references": ["Adjustments", "General", "Publicity", "Vesting", "Interests", "Further Assurances", "Interpretations", "Participations", "Enforcements", "Records", "Amendments", "Venues", "Sanctions", "Duties", "Construction", "Anti-Corruption Laws", "Terms", "Waivers", "Financial Statements", "Authority", "Withholdings", "Counterparts", "Use Of Proceeds", "Effective Dates", "Litigations", "Specific Performance", "Disclosures", "Modifications", "Books", "Closings", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "On the Termination Date Lender agrees to release or terminate any filings or other agreements that perfect Lender\u2019s security interest, upon Lender\u2019s receipt of the following, in form and content satisfactory to Lender: (i) a release of all claims against Lender by Borrower and all Guarantors relating to Lender\u2019s performance and obligations under the Loan Documents, and (ii) an agreement by Borrower and any Guarantor to Borrower to indemnify Lender for any payments received by Lender that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. Without limiting the foregoing, Lender agrees to deliver a customary payoff letter agreeing to release its security interests and authorize the filing of termination statements upon receipt by Lender of payment in full of the Obligations other than contingent obligations and Obligations for which reasonably adequate security has been provided.", "references": ["Terms", "Effective Dates", "Severability", "Applicable Laws", "Waivers", "Solvency", "Assignments", "Amendments", "Authority", "Closings", "Qualifications", "Financial Statements", "Vesting", "Interpretations", "Authorizations", "Successors", "Fees", "Submission To Jurisdiction", "Taxes", "Powers", "Liens", "Withholdings", "Miscellaneous", "Participations", "Expenses", "Confidentiality", "Insurances", "Remedies", "Definitions", "Enforcements", "Terminations"], "gold": ["Terminations"]}
+{"input": "For purposes of this Agreement, (a) the words \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d shall be deemed to be followed by the words \u201cwithout limitation\u201d; (b) the word \u201cor\u201d is not exclusive; and (c) the words \u201cherein,\u201d \u201chereof,\u201d \u201chereby,\u201d \u201chereto\u201d and \u201chereunder\u201d refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.", "references": ["No Waivers", "Organizations", "Effectiveness", "Capitalization", "Releases", "Governing Laws", "Brokers", "Miscellaneous", "Solvency", "Consents", "Agreements", "Venues", "Modifications", "Integration", "Benefits", "Duties", "Withholdings", "Anti-Corruption Laws", "Construction", "Interests", "Entire Agreements", "Terminations", "Financial Statements", "Employment", "Base Salary", "Qualifications", "Existence", "General", "Vesting", "Survival", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "If any provision of this Agreement is found by a proper authority to be unenforceable, that provision to the extent it is found to be unenforceable or invalid will be severed and the remainder of the provision and this Agreement will continue in full force and effect. The Parties will use their best efforts to agree upon a valid and enforceable provision as a substitute for any invalid or unenforceable provision, taking in to account the Parties\u2019 original intent of this Agreement.", "references": ["Intellectual Property", "Sales", "Liens", "Specific Performance", "Base Salary", "Duties", "Governing Laws", "Qualifications", "Costs", "Adjustments", "Insurances", "Construction", "Assignments", "Litigations", "Venues", "Authority", "Survival", "Releases", "Interests", "Consents", "Integration", "Warranties", "Records", "Indemnity", "Organizations", "Waiver Of Jury Trials", "Representations", "Compliance With Laws", "Jurisdictions", "Vacations", "Severability"], "gold": ["Severability"]}
+{"input": "This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. The words \u201cexecution,\u201d \u201csigned,\u201d \u201csignature,\u201d \u201cdelivery,\u201d and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.", "references": ["Interpretations", "Liens", "Arbitration", "Binding Effects", "Further Assurances", "Disclosures", "Financial Statements", "Adjustments", "Disability", "Employment", "Benefits", "Withholdings", "Payments", "Releases", "Defined Terms", "Governing Laws", "No Conflicts", "Authorizations", "Waiver Of Jury Trials", "Titles", "Interests", "Specific Performance", "Participations", "Publicity", "Authority", "Consents", "Integration", "Brokers", "Vesting", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.", "references": ["Death", "Venues", "Indemnifications", "Vesting", "Costs", "Insurances", "Consent To Jurisdiction", "Litigations", "Vacations", "Severability", "Definitions", "Successors", "Forfeitures", "General", "Brokers", "Anti-Corruption Laws", "Books", "Amendments", "Cooperation", "Compliance With Laws", "Duties", "Miscellaneous", "Confidentiality", "Employment", "Submission To Jurisdiction", "Use Of Proceeds", "Releases", "Transactions With Affiliates", "Effective Dates", "Jurisdictions", "Headings"], "gold": ["Headings"]}
+{"input": "Employee agrees that he will not directly or indirectly through a third party make any written or oral statements that could be harmful to or reflect negatively on the personal, professional, business reputations of the Employer Released Parties, and will not make or solicit any comments, statements, or the like to the media or to others that may be considered derogatory or detrimental to the Employer Released Parties\u2019 names, or personal, professional, or business reputations. \u00a0Employer agrees that its Board of Directors will not directly or indirectly make any written or oral statements to a third party that could be harmful to or reflect negatively on Employee\u2019s personal, professional, or business reputation, including comments, statements, or the like to the media.\u00a0\u00a0The Board of Directors will respond only with the Employee\u2019s resignation letter, unless Employee authorizes the release of liability against CoBiz and its Board of Directors.\u00a0\u00a0Employer agrees to inform each Board Member of his or her obligation in this paragraph of the Agreement. Nothing in this Agreement shall prohibit Employee or Employer from responding truthfully to a governmental authority through a lawful subpoena.", "references": ["Modifications", "Warranties", "Transactions With Affiliates", "Publicity", "Death", "Taxes", "Terminations", "Liens", "Defined Terms", "Financial Statements", "Anti-Corruption Laws", "Governing Laws", "Duties", "Further Assurances", "Effectiveness", "Assigns", "Capitalization", "Binding Effects", "Vacations", "Withholdings", "Miscellaneous", "Consent To Jurisdiction", "Counterparts", "Subsidiaries", "Vesting", "Insurances", "Change In Control", "Notices", "Releases", "Positions", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The terms of this Certificate of Designation shall not, by merger, consolidation or otherwise, be amended, waived, altered or repealed without the affirmative vote of the holders of a majority of the voting power of the Series A Convertible Preferred Stock, voting as a separate class. Any right or preference of the Series A Convertible Preferred Stock set forth in this Certificate of Designation may be waived pursuant to a written instrument signed by the holders of a majority of the voting power of the outstanding shares of Series A Convertible Preferred Stock, voting as a separate class, which written instrument shall specifically set forth the right or preference being waived and the extent of such waiver. For the purposes of this\u00a0Section\u00a06, each share of Series A Convertible Preferred Stock shall have one (1)\u00a0vote per share.", "references": ["Intellectual Property", "Indemnifications", "Notices", "Consents", "Entire Agreements", "Publicity", "Solvency", "Payments", "Waivers", "Submission To Jurisdiction", "Integration", "General", "Existence", "Authority", "No Defaults", "Subsidiaries", "Litigations", "Agreements", "Expenses", "Qualifications", "Base Salary", "Liens", "Arbitration", "Severability", "Vesting", "Use Of Proceeds", "Headings", "Taxes", "Interests", "Interpretations", "Modifications"], "gold": ["Modifications"]}
+{"input": "This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or pdf (or other electronic reproduction of a) signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction of a) signature.", "references": ["Assigns", "Powers", "Transactions With Affiliates", "Miscellaneous", "Publicity", "Forfeitures", "Liens", "Arbitration", "Interpretations", "Definitions", "Adjustments", "Specific Performance", "Duties", "Expenses", "Payments", "Releases", "Costs", "Construction", "Effectiveness", "Assignments", "Compliance With Laws", "Further Assurances", "Terms", "Sales", "Confidentiality", "Enforceability", "Notices", "Use Of Proceeds", "No Defaults", "Existence", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Obligations continued, and the Obligations or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the guarantee contained in this Section 3 or any property subject thereto.", "references": ["General", "Confidentiality", "Agreements", "Fees", "Consent To Jurisdiction", "Powers", "Capitalization", "Waiver Of Jury Trials", "Assignments", "Effective Dates", "Waivers", "Construction", "Anti-Corruption Laws", "Non-Disparagement", "Disclosures", "Governing Laws", "Closings", "Change In Control", "Qualifications", "Notices", "Releases", "Duties", "Effectiveness", "Interpretations", "Counterparts", "Taxes", "Assigns", "Vesting", "Insurances", "Terms", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other compensation payable to each Participant of any sums required by federal, state or local tax law to be withheld with respect to any purchase of shares of Common Stock under the Plan or any sale of such shares.", "references": ["Books", "Venues", "Further Assurances", "Anti-Corruption Laws", "Disability", "Base Salary", "Waivers", "Payments", "Construction", "Terms", "Applicable Laws", "Vesting", "Specific Performance", "Notices", "Forfeitures", "Enforceability", "Duties", "General", "Insurances", "Non-Disparagement", "Defined Terms", "Cooperation", "Transactions With Affiliates", "Counterparts", "Publicity", "Amendments", "Litigations", "Change In Control", "Integration", "Death", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Separate Operating Metrics Scorecards will be utilized for each Applicable Phase to determine the Performance Score for the Applicable Phase for each Measurement Period in order to determine the amount of any Incentive Fee Payment earned by Supplier for such Measurement Period. For Metric 1, Metric 2 and Metric 3, the Operating Metrics Scorecards will be populated with the requisite financial performance data from (i) the Applicable Platforms used by the Applicable Phase for each Measurement Period until the Parties mutually agree that the Crowe RCA System is ready for use in connection with such Metrics, and (ii) thereafter, the Crowe RCA System. For Metric 4, and Metric 5, the Operating Metrics Scorecards will be populated with the requisite financial performance data from Supplier\u2019s system of record; provided that Ascension Health will have the right to approve and audit Supplier\u2019s calculations. The Applicable Platform for each Eligible Medical Group will be the sole source of data for the applicable Operating Metrics Scorecard. Each Operating Metrics Scorecard will also include the supporting information that is used to determine the Actual Performance for each Operating Metric and the overall Performance Scores.", "references": ["Jurisdictions", "Indemnifications", "Books", "Terminations", "Litigations", "Waiver Of Jury Trials", "Use Of Proceeds", "Survival", "Waivers", "Change In Control", "Releases", "Enforceability", "Amendments", "Entire Agreements", "Anti-Corruption Laws", "Construction", "Liens", "Integration", "Vesting", "Existence", "Definitions", "Modifications", "Approvals", "Qualifications", "Insurances", "Authority", "Applicable Laws", "Defined Terms", "Assignments", "Titles", "General"], "gold": ["General"]}
+{"input": "The execution, delivery and performance by the Company and the other agreements to be made by the Company pursuant to or in connection with this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, will not cause the Company to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court, (d) any provision of its charter or By-laws as amended and in effect on and as of the Closing Date and (e) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other material contract, agreement or instrument to which the Company is a party or by which the Company or any of its respective properties is bound or affected, except as would not have a material adverse effect on the Condition of the Company. The Company is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its Articles of Incorporation or Bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of the Company, any other material agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected.", "references": ["Consent To Jurisdiction", "No Conflicts", "Erisa", "Governing Laws", "Integration", "Jurisdictions", "General", "Arbitration", "Specific Performance", "Construction", "Closings", "Headings", "Effectiveness", "Submission To Jurisdiction", "Severability", "Expenses", "Releases", "Remedies", "Authority", "Venues", "Waiver Of Jury Trials", "Vacations", "Approvals", "Representations", "Further Assurances", "Definitions", "Sanctions", "Base Salary", "Powers", "Transactions With Affiliates", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in their entirety.\u00a0 Participant hereby agrees to be bound by the terms of the Plan, Participant\u2019s MEP Program and this Agreement and acknowledges that the Award is granted subject to and in accordance with the Plan, Participant\u2019s MEP Program and this Agreement.\u00a0 In the event of a conflict between any provision of this Agreement, Participant\u2019s MEP Program and the Plan, the provisions of the Plan shall control.\u00a0 By execution below, Participant acknowledges receipt of a copy of the 2010 Stock Incentive Plan Summary and Prospectus. A copy of the Plan and Participant\u2019s MEP Program is available, without charge, upon request from the Company\u2019s Stock Plan Administrator.", "references": ["Death", "Books", "Use Of Proceeds", "Headings", "Records", "Governing Laws", "Change In Control", "Transactions With Affiliates", "Authorizations", "Payments", "Base Salary", "Tax Withholdings", "Liens", "Solvency", "General", "Specific Performance", "Effective Dates", "Venues", "Modifications", "Litigations", "Entire Agreements", "Counterparts", "Survival", "Subsidiaries", "Duties", "Powers", "Benefits", "Disability", "Positions", "Arbitration", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This ARTICLE XI is a continuing guaranty and shall (a)\u00a0in the case of each Loan Party, remain in full force and effect until the later of the Payment in Full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI and the Final Maturity Date and (b)\u00a0inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers and the L/C\u00a0Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause\u00a0(c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section\u00a012.07.", "references": ["Assigns", "Releases", "Positions", "Intellectual Property", "Terminations", "Cooperation", "Books", "Notices", "Change In Control", "Consents", "Miscellaneous", "Confidentiality", "Subsidiaries", "Effectiveness", "Jurisdictions", "Litigations", "Costs", "Authority", "Waivers", "Counterparts", "Fees", "Binding Effects", "Use Of Proceeds", "Defined Terms", "Participations", "Successors", "Existence", "Enforceability", "No Defaults", "Financial Statements", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, the Agent, the Lenders and the Issuer, shall become effective on the date hereof and shall continue in full force and effect until the Facility Termination Date unless sooner terminated as herein provided. Without limiting Section 11.1, (a) the Aggregate Revolving Commitment shall expire on the Facility Termination Date and (b) all unpaid Obligations shall be paid in full by the Borrowers on the Facility Termination Date. The Borrowers may terminate this Agreement with at least thirty (30) Business Days\u2019 prior written notice thereof to the Agent, upon (a) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (b) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit as required by Section 2.10(d), (c) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon, and (d)\u00a0the payment in full of any amount due under Section\u00a02.12.", "references": ["Venues", "Employment", "Intellectual Property", "Further Assurances", "Notices", "Warranties", "Representations", "Financial Statements", "Powers", "Defined Terms", "No Waivers", "Books", "Costs", "Tax Withholdings", "Assigns", "Liens", "Successors", "Integration", "Construction", "Base Salary", "Participations", "Survival", "Releases", "Duties", "Entire Agreements", "Transactions With Affiliates", "Solvency", "Adjustments", "Consent To Jurisdiction", "Change In Control", "Terms"], "gold": ["Terms"]}
+{"input": "Landlord and Tenant waive the protection of any statute, code or judicial decision which grants a landlord or tenant the right to terminate a lease in the event of the substantial or total destruction of the leased property, to the extent inconsistent with Section\u00a07.02 above. Landlord and Tenant agree that the provisions of Section\u00a07.02 above shall govern the rights and obligations of Landlord and Tenant in the event of any substantial or total destruction to the Premises.", "references": ["Enforceability", "Employment", "Indemnity", "Further Assurances", "Adjustments", "Enforcements", "Positions", "Confidentiality", "Arbitration", "Defined Terms", "Waiver Of Jury Trials", "Integration", "Brokers", "Qualifications", "Titles", "No Waivers", "Sales", "Releases", "Binding Effects", "Entire Agreements", "Survival", "Severability", "Intellectual Property", "Transactions With Affiliates", "Interpretations", "Death", "Disability", "Solvency", "Expenses", "Change In Control", "Waivers"], "gold": ["Waivers"]}
+{"input": "At any time prior to the Effective Time, each Party may, to the extent legally allowed, (i)\u00a0extend the time for the performance of any of the obligations or other acts of the other Party hereto, (ii)\u00a0waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto by the other Party hereto or (iii)\u00a0subject to the proviso contained in Section 12.2 , waive compliance with any of the agreements or conditions contained herein by the other Party. Any agreement on the part of any Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. The failure of any Party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.", "references": ["Enforcements", "Liens", "Governing Laws", "Authority", "Forfeitures", "Terms", "Records", "Base Salary", "Warranties", "Indemnity", "Employment", "Disability", "Specific Performance", "Solvency", "Waiver Of Jury Trials", "Headings", "Participations", "Powers", "No Defaults", "Disclosures", "Remedies", "Amendments", "Integration", "Withholdings", "Construction", "Anti-Corruption Laws", "Releases", "Entire Agreements", "Indemnifications", "Non-Disparagement", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Note may be executed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signature on each such counterpart were on the same instrument. Further, this Note may be executed by transfer of an originally signed document by facsimile or e-mail (in PDF or a similarly scanned format), each of which will be as fully binding as an original document.", "references": ["Non-Disparagement", "Applicable Laws", "Indemnifications", "Notices", "Solvency", "Organizations", "Duties", "Sanctions", "Disclosures", "Benefits", "Records", "Publicity", "Effective Dates", "Severability", "Definitions", "Construction", "Existence", "Fees", "Assigns", "Authorizations", "Arbitration", "Compliance With Laws", "No Waivers", "Erisa", "General", "Intellectual Property", "Brokers", "Expenses", "Taxes", "Use Of Proceeds", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "All actions or proceedings necessary to authorize the execution and delivery by NRG Energy of this Agreement, the PSA and the performance by NRG Energy of its obligations hereunder and thereunder (as applicable), have been duly and validly taken. This Agreement and the PSA have been duly and validly executed and delivered by NRG Energy and constitute the legal, valid and binding obligations of NRG Energy enforceable against NRG Energy in accordance with its terms.", "references": ["Waiver Of Jury Trials", "Enforceability", "Interpretations", "Approvals", "Tax Withholdings", "Construction", "Disability", "Insurances", "Assigns", "Employment", "Change In Control", "No Defaults", "Titles", "Records", "Vacations", "Effectiveness", "Sales", "Litigations", "Successors", "Definitions", "Adjustments", "Transactions With Affiliates", "Specific Performance", "Organizations", "Financial Statements", "Disclosures", "Confidentiality", "Withholdings", "Applicable Laws", "Expenses", "Authority"], "gold": ["Authority"]}
+{"input": "EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.\u00a0 EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION\u00a015 .", "references": ["Authority", "Indemnity", "Positions", "General", "Change In Control", "Payments", "Defined Terms", "Employment", "Withholdings", "Adjustments", "Benefits", "Solvency", "Agreements", "Counterparts", "Definitions", "Specific Performance", "Severability", "Use Of Proceeds", "Vacations", "Powers", "Subsidiaries", "Successors", "Further Assurances", "Duties", "Terms", "Vesting", "Disclosures", "Assigns", "Miscellaneous", "Titles", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "As soon as practicable after the end of each Fiscal Year, the General Partner shall cause an audit of the financial statements of the Partnership in accordance with U.S. generally accepted accounting principles as of the end of each such Fiscal Year to be made by a firm of certified public accountants selected by the General Partner, which is reasonably acceptable to the Limited Partners; and as soon as is practicable thereafter, a copy of a set of financial statements prepared on a basis that uses United States generally accepted accounting principles as a guideline (with such adjustments thereto as the General Partner determines appropriate), including the report of such certified public accountants, is furnished to each Partner. For purposes of this Section\u00a07.1(b) , the accounting firm of Ernst & Young, LLP shall be deemed acceptable to the Limited Partners.", "references": ["Interpretations", "Non-Disparagement", "Publicity", "Assigns", "Positions", "Further Assurances", "Books", "Successors", "Authorizations", "Miscellaneous", "Organizations", "Effective Dates", "Subsidiaries", "Fees", "Confidentiality", "Representations", "Amendments", "Defined Terms", "Indemnity", "Costs", "Brokers", "Releases", "Death", "Withholdings", "Transactions With Affiliates", "Jurisdictions", "Submission To Jurisdiction", "Compliance With Laws", "Remedies", "Terms", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive\u2019s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to the Executive hereunder, all such amounts shall be paid in accordance with the terms of this Agreement and applicable law to the Executive\u2019s beneficiary pursuant to a written designation of beneficiary , or, if there is no effective written designation of beneficiary by the Executive, to the Executive\u2019s estate.", "references": ["Costs", "Releases", "Terminations", "Consent To Jurisdiction", "Sales", "Change In Control", "Existence", "Non-Disparagement", "Survival", "Insurances", "Records", "Withholdings", "Powers", "Further Assurances", "Headings", "No Defaults", "Fees", "Agreements", "Financial Statements", "Construction", "Remedies", "Modifications", "Binding Effects", "Solvency", "Representations", "Books", "Amendments", "Brokers", "Disclosures", "Taxes", "Successors"], "gold": ["Successors"]}
+{"input": "Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts in connection with any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, waives any objection to venue in the County of Norfolk, Commonwealth of Massachusetts, or such District, and agrees that service of any summons, complaint, notice or other process relating to such proceeding may be effected in the manner provided by clause (a) (ii) of Section 20.", "references": ["Waiver Of Jury Trials", "Waivers", "Vesting", "Authorizations", "Sales", "Participations", "Submission To Jurisdiction", "Effectiveness", "Expenses", "Withholdings", "Representations", "Vacations", "Modifications", "Counterparts", "Construction", "Capitalization", "Applicable Laws", "Headings", "Financial Statements", "Arbitration", "Insurances", "Disclosures", "Qualifications", "Compliance With Laws", "Survival", "Payments", "Definitions", "Base Salary", "Interests", "General", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "This Agreement and the CSGTA contain the entire agreement between the parties and supersede all previous proposals, understandings, commitments or representations, oral or written, with respect to the subject matter hereof.", "references": ["Taxes", "Books", "Closings", "Base Salary", "Qualifications", "Disability", "Warranties", "Vesting", "Indemnifications", "Records", "Releases", "General", "Duties", "Change In Control", "Tax Withholdings", "Positions", "Withholdings", "Remedies", "Representations", "Benefits", "Litigations", "Defined Terms", "Expenses", "Employment", "Non-Disparagement", "Venues", "Liens", "Powers", "Death", "Anti-Corruption Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Administrative Agent shall have received evidence that all consents and approvals, if any, required to be obtained from any Governmental Authority or other Person in connection with the Transactions (including member and shareholder approvals) have been obtained and are in full force and effect.", "references": ["Books", "Warranties", "Disability", "Waivers", "Specific Performance", "Costs", "Sanctions", "Further Assurances", "Survival", "Severability", "Terms", "Employment", "Jurisdictions", "Existence", "Indemnifications", "Enforcements", "Expenses", "Waiver Of Jury Trials", "Representations", "Confidentiality", "Compliance With Laws", "No Conflicts", "Arbitration", "Forfeitures", "Terminations", "Enforceability", "Use Of Proceeds", "Intellectual Property", "Effective Dates", "Participations", "Approvals"], "gold": ["Approvals"]}
+{"input": "This Agreement (together with its exhibits, which are incorporated herein by reference) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, agreements and understandings, whether oral or written, relating to the subject matter hereof.", "references": ["Effective Dates", "Notices", "No Waivers", "Adjustments", "Insurances", "Duties", "Qualifications", "Agreements", "Subsidiaries", "Disclosures", "Definitions", "Jurisdictions", "Terms", "General", "Governing Laws", "Cooperation", "Consents", "Titles", "Disability", "Fees", "Confidentiality", "Assignments", "Closings", "Anti-Corruption Laws", "Positions", "Transactions With Affiliates", "Modifications", "Books", "Financial Statements", "Venues", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "For purposes of computing Tenant\u2019s payments for operating expenses pursuant to Section 2.6 of the Lease, Tenant\u2019s payments for real estate taxes pursuant to Section 2.7 of the Lease, and Tenant\u2019s payments for electricity (as determined pursuant to Section 2.5 and 2.8 of the Lease) respecting the Seventh Amendment F Premises, the \u201cRentable Floor Area of the Premises\u201d shall be deemed to be the Rentable Floor Area of the Seventh Amendment F Premises (being 12,414 square feet).", "references": ["Further Assurances", "No Waivers", "Agreements", "Waiver Of Jury Trials", "Intellectual Property", "Applicable Laws", "Use Of Proceeds", "Non-Disparagement", "Transactions With Affiliates", "No Conflicts", "Base Salary", "Capitalization", "Financial Statements", "Assigns", "Adjustments", "Sales", "Sanctions", "Waivers", "Organizations", "Severability", "Consent To Jurisdiction", "Enforcements", "Specific Performance", "Definitions", "Governing Laws", "Releases", "Disability", "Amendments", "Survival", "Titles", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each Lender Party hereby irrevocably authorizes Agent, and Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto.\u00a0\u00a0The relationship of Agent to the other Lender Parties is only that of one commercial lender acting as Agent for others, and nothing in the Loan Documents shall be construed to constitute Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Agent duties and obligations other than those expressly provided for in the Loan Documents.\u00a0\u00a0With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Agent, Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Required Lenders (including itself), provided, however, that Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law.", "references": ["Interpretations", "Titles", "Amendments", "Disclosures", "Enforceability", "Sanctions", "Adjustments", "Anti-Corruption Laws", "Duties", "Records", "Taxes", "Interests", "Confidentiality", "Notices", "Remedies", "Qualifications", "Books", "Forfeitures", "Participations", "Applicable Laws", "Further Assurances", "Miscellaneous", "No Defaults", "Counterparts", "Indemnity", "Withholdings", "Consent To Jurisdiction", "Cooperation", "Agreements", "Closings", "Authority"], "gold": ["Authority"]}
+{"input": "For the purpose of these Supplemental Instructions, the capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Schedule A to the Trust Agreement. The following definitions are hereby added to said Schedule A: [Add any necessary new definitions].", "references": ["Organizations", "Base Salary", "Indemnifications", "Interests", "Remedies", "No Defaults", "Litigations", "Sanctions", "Vesting", "Use Of Proceeds", "Forfeitures", "Consents", "Headings", "Cooperation", "Authority", "Payments", "Qualifications", "Capitalization", "Records", "Severability", "Assigns", "Representations", "Benefits", "Expenses", "Costs", "Consent To Jurisdiction", "Agreements", "Adjustments", "Effective Dates", "Binding Effects", "Definitions"], "gold": ["Definitions"]}
+{"input": "Each of the Investors, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable in monetary damages.\u00a0 It is accordingly agreed that the Investors or any Investor, on the one hand, and the Company, on the other hand (the \u201c Moving Party \u201d), shall each be entitled to specific enforcement of, and injunctive or other equitable relief as a remedy for any such breach or to prevent any violation or threatened violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.\u00a0 The parties further agree to waive any requirement for the security or posting of any bond in connection with any such relief.\u00a0 Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity.", "references": ["Submission To Jurisdiction", "Headings", "Applicable Laws", "Effectiveness", "Consents", "Modifications", "Sanctions", "Waiver Of Jury Trials", "Venues", "Titles", "Integration", "Assignments", "Entire Agreements", "Costs", "Compliance With Laws", "Enforceability", "Withholdings", "Use Of Proceeds", "Releases", "Terms", "Further Assurances", "Payments", "Books", "Litigations", "Participations", "Vacations", "Tax Withholdings", "Arbitration", "Binding Effects", "Insurances", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.\u00a0 The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which, if it were to become due, would cause a Material Adverse Effect.", "references": ["Intellectual Property", "Severability", "Liens", "Sales", "Base Salary", "Jurisdictions", "Indemnity", "No Defaults", "Disclosures", "Death", "Tax Withholdings", "Withholdings", "Expenses", "Subsidiaries", "Compliance With Laws", "Books", "Representations", "Authorizations", "Governing Laws", "Modifications", "Counterparts", "Powers", "Cooperation", "Releases", "Enforceability", "Publicity", "Organizations", "Forfeitures", "Qualifications", "Amendments", "Erisa"], "gold": ["Erisa"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a)\u00a0the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages\u00a0attached hereto at or prior to 5:30 p.m.\u00a0(New York City time) on a Trading Day, (b)\u00a0the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages\u00a0attached hereto on a day that is not a Trading Day or later than 5:30 p.m.\u00a0(New York City time) on any Trading Day, (c)\u00a0the second (2 nd )Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d)\u00a0upon actual receipt by the party to whom such notice is required to be given.\u00a0 The address for such notices and communications shall be as set forth on the signature pages\u00a0attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form\u00a08-K.", "references": ["Use Of Proceeds", "Assignments", "Litigations", "Closings", "Adjustments", "Payments", "Existence", "Jurisdictions", "Interpretations", "Expenses", "Enforceability", "Brokers", "Disclosures", "Forfeitures", "Financial Statements", "Terminations", "Defined Terms", "Indemnifications", "Effectiveness", "Modifications", "Disability", "Books", "Terms", "Miscellaneous", "Positions", "Authorizations", "Withholdings", "Remedies", "Change In Control", "Assigns", "Notices"], "gold": ["Notices"]}
+{"input": "This Supplementary Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.", "references": ["Representations", "Arbitration", "Notices", "Duties", "Terminations", "Expenses", "Solvency", "Subsidiaries", "General", "Cooperation", "Specific Performance", "Indemnifications", "Liens", "Headings", "No Waivers", "Survival", "No Defaults", "Records", "Indemnity", "Death", "Waivers", "Governing Laws", "Jurisdictions", "Remedies", "Entire Agreements", "Disclosures", "Costs", "Disability", "Compliance With Laws", "Integration", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Credit Agreement, this Amendment and the other Loan Documents constitute the entire agreement between Borrower and Bank with respect to the subject matter hereof and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter hereof.", "references": ["Defined Terms", "Records", "Notices", "Authorizations", "Modifications", "Solvency", "Cooperation", "Applicable Laws", "Amendments", "Erisa", "No Defaults", "Indemnifications", "Withholdings", "Vesting", "Effectiveness", "Payments", "Warranties", "Definitions", "Miscellaneous", "Approvals", "Vacations", "Litigations", "Qualifications", "Base Salary", "Forfeitures", "Books", "Change In Control", "Intellectual Property", "Liens", "Disclosures", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN) IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM (AND, FOR THE AVOIDANCE OF DOUBT, SUCH SUBMISSION TO EXCLUSIVE JURISDICTION SHALL APPLY TO ANY ACTION OR PROCEEDING RELATING TO ANY LOAN DOCUMENT, NOTWITHSTANDING WHETHER ANY SUCH LOAN DOCUMENT SEPARATELY PROVIDES FOR NON-EXCLUSIVE SUBMISSION TO JURISDICTION).\u00a0 ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT, THE LC ISSUER, ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC ISSUER, ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT MAY BE BROUGHT IN A COURT IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK.\u00a0 NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER, ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS TO BRING PROCEEDINGS AGAINST THE BORROWER OR LIMIT THE RIGHTS OF THE BORROWER TO BRING PROCEEDINGS AGAINST SUCH OTHER PARTY IN THE COURTS OF ANY OTHER JURISDICTION.", "references": ["Severability", "Disclosures", "Consents", "General", "Representations", "Arbitration", "Binding Effects", "Anti-Corruption Laws", "Benefits", "Effectiveness", "Amendments", "No Defaults", "Existence", "Construction", "Positions", "Waiver Of Jury Trials", "Assigns", "Defined Terms", "Disability", "Counterparts", "Employment", "Subsidiaries", "Definitions", "Closings", "Enforcements", "Successors", "Titles", "Authority", "Interests", "Tax Withholdings", "Consent To Jurisdiction"], "gold": ["Consent To Jurisdiction"]}
+{"input": "No failure by any Working Capital Secured Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Finance Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Finance Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.", "references": ["Jurisdictions", "Taxes", "Publicity", "Interpretations", "Headings", "Severability", "Costs", "Representations", "Definitions", "Sales", "Binding Effects", "Modifications", "Disability", "Capitalization", "Notices", "Litigations", "Arbitration", "Remedies", "Enforceability", "Specific Performance", "Waivers", "Positions", "Indemnity", "Entire Agreements", "Disclosures", "Enforcements", "Sanctions", "Organizations", "Closings", "Use Of Proceeds", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The provisions of Section 15.01 of the Master Agreement (entitled Choice of Law; Consent to Jurisdiction) and Section 15.02 (Waiver of Jury Trial) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.", "references": ["Specific Performance", "Liens", "Payments", "Cooperation", "Litigations", "Venues", "Assigns", "Jurisdictions", "Warranties", "Participations", "Amendments", "Confidentiality", "Indemnifications", "Successors", "Enforcements", "Modifications", "No Defaults", "Forfeitures", "Construction", "Vesting", "Titles", "Books", "Withholdings", "Effective Dates", "General", "Authorizations", "Base Salary", "Severability", "Survival", "Interpretations", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The Executive agrees that any and all information, reports, other documents and other works (whether in an electronic format or otherwise) created by the Executive for or on behalf of the Corporation and the Bank during the Executive\u2019s service with the Bank, whether or not developed on the Bank\u2019s premises or equipment or during the Bank\u2019s normal business hours (the \u201c Intellectual Property \u201d), are and shall remain works made for hire and the sole and exclusive property of the Corporation and the Bank. To the extent that such Intellectual Property is not considered work made for hire, the Executive hereby assigns to the Bank (or its nominee) any and all interest that the Executive may now or in the future have in the Intellectual Property. Upon request by the Bank, the Executive shall execute and deliver to the Bank any document or instrument that may be necessary to secure or perfect the Bank\u2019s title to or interest in any Intellectual Property so assigned.", "references": ["Disclosures", "Specific Performance", "Defined Terms", "Indemnifications", "Capitalization", "Terms", "Benefits", "Compliance With Laws", "Vesting", "Arbitration", "Counterparts", "Definitions", "Successors", "Death", "No Conflicts", "Enforceability", "Powers", "Waiver Of Jury Trials", "Headings", "Enforcements", "Non-Disparagement", "Consent To Jurisdiction", "Withholdings", "Participations", "Entire Agreements", "Cooperation", "Venues", "Remedies", "Books", "General", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Each of Company and Boatworks acknowledges and agrees that irreparable damage may occur to Investor in the event that Company or Boatworks fails to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Investor shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any Investor may be entitled under the Transaction Documents, at law or in equity. For the avoidance of doubt, in the event Investor seeks to obtain an injunction against Company or Boatworks or specific performance of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents.", "references": ["Indemnity", "Transactions With Affiliates", "Arbitration", "Brokers", "Construction", "Disclosures", "Publicity", "Applicable Laws", "Sanctions", "Non-Disparagement", "Remedies", "Closings", "Forfeitures", "Binding Effects", "Effectiveness", "Venues", "Duties", "Effective Dates", "Interests", "Cooperation", "Defined Terms", "Insurances", "Successors", "Records", "Vesting", "Interpretations", "Anti-Corruption Laws", "Assignments", "Vacations", "Withholdings", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "This Agreement is being executed, delivered and is intended to be performed in State of Alabama, and the substantive laws of the State of Alabama will govern the validity, construction and enforcement of this Agreement.", "references": ["Assigns", "Sanctions", "Effective Dates", "Effectiveness", "Entire Agreements", "Tax Withholdings", "Warranties", "Miscellaneous", "Subsidiaries", "Submission To Jurisdiction", "Venues", "Remedies", "Forfeitures", "Arbitration", "Benefits", "Integration", "Liens", "Consent To Jurisdiction", "Interpretations", "Approvals", "Disability", "Adjustments", "Positions", "Solvency", "Assignments", "Terminations", "Enforceability", "Notices", "Employment", "Survival", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Grantor represents and warrants that as of the date hereof it is the true and lawful owner of or otherwise has the right to use, in each case free and clear of any Liens, the Registered Intellectual Property Collateral listed in Annexes E, F and G hereto for such Grantor and that (i) the Marks listed in Annex E include materially all United States marks and applications for United States marks registered in the United States Patent and Trademark Office that such Grantor owns or uses in connection with its business as of the date hereof, (ii) the Patents listed in Annex F hereto for such Grantor include materially all the United States patents and applications for United States patents that such Grantor owns as of the date hereof and (iii) the Copyrights listed in Annex G hereto for such Grantor constitute materially all the United States copyrights registered with the United States Copyright Office and applications to United States copyrights that such Grantor owns as of the date hereof, and that said registrations are valid and subsisting, and enforceable, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.\u00a0 Each Grantor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Registered Intellectual Property Collateral that it uses, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.\u00a0 Each Grantor further warrants that no aspect of such Grantor\u2019s present or contemplated business operations infringes or will infringe any intellectual property of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Modifications", "Indemnifications", "Enforcements", "Vesting", "Liens", "Publicity", "Authorizations", "Powers", "Effective Dates", "No Defaults", "Confidentiality", "Indemnity", "Authority", "Participations", "Records", "Binding Effects", "Remedies", "Successors", "Expenses", "Further Assurances", "Waiver Of Jury Trials", "Transactions With Affiliates", "Erisa", "Consent To Jurisdiction", "Terms", "Entire Agreements", "Litigations", "Sales", "Costs", "Closings", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Company may withhold from any amount payable or benefit provided under this Plan such Federal, state, local, foreign and other taxes as are required to be withheld pursuant to any applicable law or regulation.", "references": ["Interpretations", "General", "Compliance With Laws", "Costs", "Specific Performance", "Non-Disparagement", "No Waivers", "Adjustments", "Modifications", "Books", "Warranties", "Transactions With Affiliates", "Indemnifications", "Disclosures", "Death", "Enforcements", "Consent To Jurisdiction", "Use Of Proceeds", "Fees", "Capitalization", "Tax Withholdings", "Survival", "Applicable Laws", "Terminations", "Confidentiality", "Positions", "Indemnity", "Assignments", "Waivers", "Publicity", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Administrative Agent shall have received from the Lenders, the Parent, the Borrower and Guarantors counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Persons.", "references": ["Consents", "Assigns", "Organizations", "Change In Control", "Binding Effects", "Further Assurances", "Waiver Of Jury Trials", "Records", "Brokers", "Forfeitures", "Sales", "Approvals", "Non-Disparagement", "Representations", "Costs", "Authority", "Modifications", "Effectiveness", "Successors", "Authorizations", "Base Salary", "Books", "Insurances", "Miscellaneous", "Solvency", "Defined Terms", "Indemnity", "Assignments", "Integration", "Taxes", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Lessee shall not make any improvements or alterations to the Premises or begin any construction on the Premises without the prior written consent of Lessor, which consent may be withheld in Lessor's sole discretion.\u00a0 Lessee shall bear all costs of any construction on the Premises and hereby agrees that any contractors or subcontractors Lessee hires to construct any improvements or make any alterations to the Premises will be licensed and insured and approved by Lessor prior to the commencement of any construction.\u00a0 Lessee covenants that all such work shall be carried out in accordance with the requirements, orders and limitations of all local, state or federal departments or bureaus having jurisdiction, and upon completion, the Premises shall be in compliance with all governmental requirements for the use which the Lessee may make of them.", "references": ["Interpretations", "Use Of Proceeds", "Survival", "Specific Performance", "Vesting", "Representations", "Payments", "Brokers", "Books", "Terms", "Enforcements", "Subsidiaries", "Publicity", "Agreements", "Miscellaneous", "Definitions", "Consents", "Confidentiality", "Authority", "Terminations", "Indemnity", "Benefits", "Amendments", "Sales", "Waivers", "Governing Laws", "Assigns", "Death", "Intellectual Property", "Vacations", "Construction"], "gold": ["Construction"]}
+{"input": "Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.", "references": ["Transactions With Affiliates", "Confidentiality", "Solvency", "Effective Dates", "Jurisdictions", "Further Assurances", "Assigns", "Representations", "Submission To Jurisdiction", "Terms", "Disability", "Benefits", "Waivers", "Authority", "Powers", "No Conflicts", "Enforceability", "Applicable Laws", "Costs", "Interpretations", "No Waivers", "Consent To Jurisdiction", "Entire Agreements", "Consents", "Defined Terms", "Existence", "Forfeitures", "Subsidiaries", "Participations", "Venues", "Organizations"], "gold": ["Organizations"]}
+{"input": "The Lenders hereby authorize the Agent to enter into amendments to this Agreement and the other Loan Documents with the Company or any Restricted Subsidiary as may be necessary in order to (i) secure any Incremental Notes with the Collateral and/or (ii) to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Company in connection with the incurrence of any Incremental Facility or the issuance of any Incremental Notes, in each case on terms consistent with the relevant provisions of this Section 2.04 .", "references": ["Erisa", "Powers", "Modifications", "Fees", "Anti-Corruption Laws", "Enforceability", "Notices", "Survival", "Disclosures", "Organizations", "Forfeitures", "No Conflicts", "Withholdings", "Costs", "Non-Disparagement", "Liens", "Integration", "Definitions", "Expenses", "Indemnifications", "Approvals", "Insurances", "Duties", "Adjustments", "Vesting", "General", "No Defaults", "Construction", "Effectiveness", "Confidentiality", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Company will withhold from the payment(s) under this Paragraph 2 applicable tax withholdings and authorized deductions.", "references": ["Positions", "Anti-Corruption Laws", "Cooperation", "Liens", "Governing Laws", "Headings", "Integration", "Duties", "Binding Effects", "Jurisdictions", "No Defaults", "Organizations", "Enforceability", "Survival", "Tax Withholdings", "Entire Agreements", "Remedies", "Sanctions", "Benefits", "Publicity", "Subsidiaries", "No Waivers", "Insurances", "Indemnity", "Approvals", "Notices", "Employment", "Successors", "Effectiveness", "Payments", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Executive will be reimbursed for all reasonable and necessary expenses incurred by Executive in carrying out the duties contemplated under this Agreement, in accordance with Company practices and procedures in effect from time to time, as such practices may be changed from time to time by the Board.", "references": ["Counterparts", "Representations", "Remedies", "Modifications", "Further Assurances", "Consent To Jurisdiction", "Survival", "Disability", "Effective Dates", "Organizations", "Sales", "Interests", "No Defaults", "Headings", "Construction", "Successors", "Records", "Use Of Proceeds", "Sanctions", "Entire Agreements", "Adjustments", "Assigns", "Titles", "Cooperation", "Transactions With Affiliates", "Applicable Laws", "Erisa", "Tax Withholdings", "Books", "Effectiveness", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (i.e., \u201cpdf\u201d or \u201ctif\u201d) shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["No Defaults", "Litigations", "Powers", "Qualifications", "Death", "Releases", "Arbitration", "Amendments", "No Conflicts", "Notices", "Anti-Corruption Laws", "Withholdings", "Insurances", "Defined Terms", "Adjustments", "Vacations", "Authority", "No Waivers", "Applicable Laws", "Miscellaneous", "Forfeitures", "Effective Dates", "Books", "Agreements", "Successors", "Severability", "Participations", "Enforceability", "Binding Effects", "Approvals", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "No party shall assign or delegate its rights or obligations under this Agreement or any part of such rights or obligations without the prior written consent of the other parties, and any assignment made without written consent shall be void and of no force or effect.", "references": ["Defined Terms", "Duties", "Subsidiaries", "Definitions", "Use Of Proceeds", "Sales", "Indemnity", "Withholdings", "Submission To Jurisdiction", "Terms", "Jurisdictions", "Existence", "Benefits", "Brokers", "Assigns", "Powers", "Approvals", "Successors", "No Conflicts", "Disclosures", "Positions", "Terminations", "Sanctions", "Expenses", "Severability", "Change In Control", "Miscellaneous", "Insurances", "Transactions With Affiliates", "Arbitration", "Assignments"], "gold": ["Assignments"]}
+{"input": "The following provisions shall apply to outstanding Awards in the event of a Change in Control that involves a Corporate Transaction.", "references": ["Use Of Proceeds", "Subsidiaries", "Withholdings", "Transactions With Affiliates", "Benefits", "Integration", "Waiver Of Jury Trials", "Arbitration", "Terms", "Books", "Forfeitures", "Indemnifications", "Existence", "Authorizations", "Taxes", "Disclosures", "Records", "Interpretations", "Interests", "No Waivers", "Effective Dates", "Sales", "Assigns", "Cooperation", "Erisa", "Powers", "Enforcements", "Indemnity", "Costs", "Assignments", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).", "references": ["Vesting", "No Defaults", "Arbitration", "Confidentiality", "Consents", "Counterparts", "Waivers", "Integration", "Death", "Brokers", "Employment", "Indemnifications", "Closings", "Sales", "Insurances", "Disclosures", "Waiver Of Jury Trials", "Subsidiaries", "Fees", "Defined Terms", "General", "Erisa", "Successors", "Financial Statements", "Positions", "Records", "Non-Disparagement", "Qualifications", "Adjustments", "Headings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "As an employee of First Hawaiian Bank, you will be eligible to participate in a broad set of employee programs in accordance with the Bank's policy. These include medical, dental and vision benefits which will begin the first of the month following four weeks of employment. Based on a hire date in 2018, you will accrue vacation at the rate of four weeks per calendar year beginning in 2019.", "references": ["Specific Performance", "Disclosures", "Adjustments", "Compliance With Laws", "Waiver Of Jury Trials", "Vesting", "Insurances", "Indemnifications", "Disability", "Sales", "Solvency", "Publicity", "Submission To Jurisdiction", "Successors", "Warranties", "Existence", "Venues", "Anti-Corruption Laws", "Remedies", "Withholdings", "Duties", "Survival", "Releases", "Participations", "Forfeitures", "Entire Agreements", "Employment", "Counterparts", "Powers", "Enforceability", "Benefits"], "gold": ["Benefits"]}
+{"input": "Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i)\u00a0currently the subject or target of any Sanctions or (ii)\u00a0included on OFAC\u2019s List of Specially Designated Nationals, HMT\u2019s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority, or (iii)\u00a0located, organized or resident in a Designated Jurisdiction, in violation of Sanctions. The Company and its Subsidiaries have conducted their businesses in compliance with all applicable Sanctions in all material respects and have instituted and maintained policies and procedures designed to achieve compliance with such laws.", "references": ["Effectiveness", "Enforceability", "Base Salary", "No Defaults", "Vacations", "Consent To Jurisdiction", "Disclosures", "Sales", "Construction", "Further Assurances", "Liens", "Disability", "Solvency", "Consents", "Closings", "Death", "Transactions With Affiliates", "Capitalization", "Non-Disparagement", "Compliance With Laws", "Erisa", "Assigns", "Confidentiality", "Warranties", "Books", "Tax Withholdings", "No Conflicts", "Integration", "Terms", "Positions", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "Each Consumer Loan Agreement is a valid and subsisting agreement and is in full force and effect in accordance with the terms thereof, no default or event of default exists under any such Consumer Loan Agreement and no party to any such Consumer Loan Agreement has any accrued right to terminate any such Consumer Loan Agreement on account of a default by any Person or otherwise, except in each case, where the same would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of Bank Transaction Documents complies in all material respects with all applicable laws, rules, regulations, orders, judgments and decrees (including, without limitation, all Environmental Laws and the Requirements). Each Bank Transaction Document is a valid and enforceable agreement and is in full force and effect in accordance with the terms thereof and is currently being serviced in accordance with the Program Guidelines and the applicable Requirements and no party to any such Bank Transaction Document (other than a Credit Party) has any accrued right to terminate any such Bank Transaction Document on account of a default by any Person or otherwise, except in each case, where the same would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.", "references": ["Indemnifications", "Organizations", "Litigations", "Erisa", "Subsidiaries", "No Defaults", "Successors", "Interpretations", "Titles", "Existence", "Approvals", "Closings", "Jurisdictions", "Representations", "Counterparts", "Participations", "Assignments", "Sales", "Vacations", "Tax Withholdings", "Sanctions", "Assigns", "Vesting", "Severability", "Effective Dates", "Publicity", "Positions", "Amendments", "Adjustments", "Duties", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Board may amend the Plan in whole or in part from time to time, or may terminate the Plan at any time, without prior notice to any interested party; provided, however, no amendment or termination may be made if such amendment or termination would cause the awards under the Plan to fail to qualify for an exemption from or to comply with the provisions of Section 409A of the Code. The Board may delegate its amendment power to such individual or individuals as it deems appropriate, in its sole discretion. The foregoing sentence to the contrary notwithstanding, for a period of two years and one day following a Change in Control, neither the Board nor any individual to whom the Board has delegated its authority may amend the Plan in a manner that is detrimental to the rights of any participant of the Plan without the participant\u2019s written consent.", "references": ["Successors", "Powers", "Assigns", "Sanctions", "Anti-Corruption Laws", "Disability", "Representations", "General", "Cooperation", "Approvals", "Adjustments", "Severability", "Liens", "Entire Agreements", "Existence", "Benefits", "Enforceability", "Indemnifications", "Fees", "Authorizations", "Interpretations", "Costs", "Submission To Jurisdiction", "Venues", "Counterparts", "Binding Effects", "Governing Laws", "Effectiveness", "Insurances", "Survival", "Amendments"], "gold": ["Amendments"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each of the Purchasers, severally and not jointly, agrees to purchase the Shares at a price for each Share equal to the Per Share Purchase Price (such purchase and sale being the \u201c Closing \u201d). The aggregate of all of the per Share Purchase Price for all Purchasers (the \u201c Purchase Price \u201d) shall equal up to $150,000. Prior to the Closing, each Purchaser shall deliver to the Company, inter \u00a0 alia , such Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by such Purchaser by a wire transfer of immediately available funds, and the Company shall, on the Closing Date, deliver to each Purchaser, inter alia , either written confirmation (including via email) from the Transfer Agent that it has issued book entry positions in the Shares of Series C Preferred Stock or physical certificates representing such Shares as determined pursuant to Section 2.2(a). The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closings shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Closing Date shall occur on or before August 31, 2018 (such outside date, \u201c Termination Date \u201d). If the Closing is not held on or before the Termination Date, (i) all subscription documents executed by the Company or a Purchaser with respect to such intended Closing shall be returned to the Company or such Purchaser, as applicable, and (ii) each Subscription Amount shall be returned, without interest or deduction to the Purchaser who delivered such Subscription Amount.", "references": ["Headings", "Submission To Jurisdiction", "Expenses", "Effectiveness", "Governing Laws", "Publicity", "Disclosures", "Enforceability", "Compliance With Laws", "Cooperation", "Indemnifications", "Releases", "Effective Dates", "Venues", "Specific Performance", "General", "Enforcements", "Consents", "Litigations", "Capitalization", "Integration", "Brokers", "Existence", "Binding Effects", "Entire Agreements", "Miscellaneous", "Counterparts", "No Waivers", "Transactions With Affiliates", "Representations", "Closings"], "gold": ["Closings"]}
+{"input": "If the Commitment of any Lender is increased in accordance with this Section , the Administrative Agent and the Lender shall determine the effective date with respect to such increase (such date, the \u201c Commitment Increase Effective Date \u201d). Upon the occurrence of each such Commitment Increase Effective Date, the parties hereto shall amend the Agreement to reflect any changes effected thereby to the Commitment of each Lender.", "references": ["Tax Withholdings", "Cooperation", "Transactions With Affiliates", "Liens", "Positions", "Brokers", "Confidentiality", "Costs", "Adjustments", "Solvency", "Death", "Further Assurances", "Publicity", "Representations", "Vesting", "Existence", "Terminations", "Venues", "Modifications", "Interpretations", "Participations", "Binding Effects", "No Conflicts", "Payments", "Powers", "Indemnity", "Financial Statements", "Qualifications", "Jurisdictions", "Terms", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Except for Section \u00a08 , this Agreement shall terminate as to any Holder, on the earlier to occur of (i)\u00a0when all Registrable Securities held by such Holder no longer constitute Registrable Securities and (ii)\u00a0the third anniversary of the effectiveness of the Shelf Registration Statement.", "references": ["Titles", "Arbitration", "Notices", "Powers", "Indemnity", "Effectiveness", "Adjustments", "Binding Effects", "Entire Agreements", "Integration", "Compliance With Laws", "Disclosures", "Existence", "Remedies", "Change In Control", "Solvency", "Cooperation", "Non-Disparagement", "Approvals", "Indemnifications", "Payments", "Releases", "Governing Laws", "Financial Statements", "Litigations", "Subsidiaries", "Base Salary", "Further Assurances", "Records", "Miscellaneous", "Terminations"], "gold": ["Terminations"]}
+{"input": "Principal represents and warrants to Purchaser that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4).", "references": ["Expenses", "Notices", "Miscellaneous", "Enforceability", "Remedies", "Terminations", "Adjustments", "Payments", "Costs", "Enforcements", "Transactions With Affiliates", "Integration", "Disclosures", "Employment", "No Defaults", "Terms", "Definitions", "Waiver Of Jury Trials", "Effective Dates", "Fees", "Benefits", "Litigations", "Powers", "Vesting", "Existence", "Governing Laws", "Jurisdictions", "Successors", "Releases", "Insurances", "Representations"], "gold": ["Representations"]}
+{"input": "The Subsidiaries are the only direct or indirect subsidiaries of the Company. 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.", "references": ["Vesting", "No Waivers", "Confidentiality", "Participations", "Enforcements", "Interests", "Venues", "Capitalization", "Forfeitures", "Vacations", "Defined Terms", "Sanctions", "Enforceability", "Financial Statements", "No Defaults", "No Conflicts", "Withholdings", "Consent To Jurisdiction", "Liens", "Adjustments", "Publicity", "Disclosures", "Expenses", "Titles", "Qualifications", "Compliance With Laws", "Assignments", "Terms", "Transactions With Affiliates", "Intellectual Property", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Purchaser is duly organized and in valid existence as a corporation under the laws of the State of Delaware and has the power to own its property and carry on its business as now being conducted.", "references": ["Remedies", "Base Salary", "Employment", "Forfeitures", "Specific Performance", "Authorizations", "Withholdings", "Effective Dates", "Use Of Proceeds", "Assignments", "Adjustments", "Existence", "Severability", "Applicable Laws", "Disclosures", "Definitions", "Vesting", "Enforceability", "Headings", "Arbitration", "General", "Disability", "Non-Disparagement", "Consent To Jurisdiction", "Capitalization", "Representations", "Binding Effects", "Approvals", "Financial Statements", "Cooperation", "Organizations"], "gold": ["Organizations"]}
+{"input": "THE PROVISIONS OF SECTION\u00a012.14 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.", "references": ["Consents", "Non-Disparagement", "Organizations", "Compliance With Laws", "Existence", "Employment", "No Conflicts", "Brokers", "Solvency", "Consent To Jurisdiction", "Intellectual Property", "Assignments", "General", "Participations", "Terms", "Specific Performance", "Releases", "Capitalization", "Survival", "Terminations", "Applicable Laws", "Death", "Interpretations", "Construction", "Use Of Proceeds", "Miscellaneous", "Subsidiaries", "Withholdings", "Submission To Jurisdiction", "Authority", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder (other than, except with respect to the Borrower, as a result of a transaction permitted under Section 8.03 , \u00a0 8.04 and 8.05 ) without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0\u00a0Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Integration", "Remedies", "Venues", "Enforcements", "Entire Agreements", "Construction", "Participations", "Amendments", "Authority", "Payments", "Defined Terms", "Adjustments", "Definitions", "Assignments", "Modifications", "Sanctions", "Cooperation", "Books", "Interpretations", "Enforceability", "General", "Authorizations", "Compliance With Laws", "Agreements", "Liens", "Existence", "Employment", "Interests", "Disclosures", "Duties", "Successors"], "gold": ["Successors"]}
+{"input": "If the Company dissolves, it shall commence winding up pursuant to the appropriate provisions of the Act and the procedures set forth in this Section\u00a013.3.\u00a0\u00a0Notwithstanding the dissolution of the Company, until the winding up of the Company's affairs is completed, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.", "references": ["Effectiveness", "Terms", "Intellectual Property", "Construction", "Litigations", "Sanctions", "Indemnity", "Integration", "Notices", "Interpretations", "Confidentiality", "Financial Statements", "Further Assurances", "Venues", "Cooperation", "Assignments", "Duties", "Waiver Of Jury Trials", "Anti-Corruption Laws", "Transactions With Affiliates", "Books", "Waivers", "Consents", "No Waivers", "Non-Disparagement", "Survival", "Compliance With Laws", "Binding Effects", "Brokers", "Successors", "General"], "gold": ["General"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company consists of (i) 400,000,000 shares of Common Stock, par value $0.0001, of which as of the date hereof, 34,422,659 shares are issued and outstanding, zero shares are held as treasury shares, 4,915,431 shares are reserved for future issuance pursuant to the Company\u2019s equity incentive plans, of which approximately 1,630,451 shares remain available for future option grants or stock awards, and 11,549,417 shares are issuable and reserved for issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company\u2019s stock incentive plans) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 10,000,000 shares of preferred stock, with per share liquidation preferences set forth on Schedule 3(c), of which as of the date hereof 17,697 shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as disclosed in Schedule 3(c), (i) no shares of the Company\u2019s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii)\u00a0there are no outstanding debt securities of the Company or any of its Subsidiaries, (iii)\u00a0there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv)\u00a0there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi)\u00a0there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii)\u00a0the Company does not have any stock appreciation rights or \u201cphantom stock\u201d plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Buyer true and correct copies of the Company\u2019s Certificate of Incorporation, as amended and as in effect on the date hereof (the \u201c Certificate of Incorporation \u201d), and the Company\u2019s Bylaws, as amended and as in effect on the date hereof (the \u201c Bylaws \u201d).", "references": ["Organizations", "Withholdings", "Insurances", "Assigns", "Venues", "Remedies", "Modifications", "Books", "Vesting", "Transactions With Affiliates", "Authorizations", "Sanctions", "Releases", "Costs", "Terminations", "Definitions", "Subsidiaries", "Use Of Proceeds", "Governing Laws", "Jurisdictions", "General", "Notices", "Amendments", "Binding Effects", "Approvals", "Liens", "Consent To Jurisdiction", "Warranties", "Representations", "Qualifications", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that, with respect to any Pledged Stock issued by a Foreign Subsidiary, all rights, powers and remedies provided in this Agreement may be exercised only to the extent that they do not violate any provision of any law, rule or regulation of any Governmental Authority applicable to any such Pledged Stock or affecting the legality, validity or enforceability of any of the provisions of this Agreement against the Pledgor (such laws, rules or regulations, \u201c Applicable Law \u201d) and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any Applicable Law.", "references": ["Positions", "Effective Dates", "Entire Agreements", "Transactions With Affiliates", "Defined Terms", "Books", "Releases", "Warranties", "Notices", "Waiver Of Jury Trials", "Waivers", "Construction", "Representations", "Change In Control", "Publicity", "Financial Statements", "Withholdings", "Further Assurances", "Death", "Taxes", "No Conflicts", "Titles", "Authority", "No Waivers", "Fees", "Headings", "Non-Disparagement", "Indemnifications", "Vacations", "Powers", "Severability"], "gold": ["Severability"]}
+{"input": "In the event a Change in Control is consummated prior to the Vest Date and such Change in Control is a permissible distribution event under Code Section\u00a0409A, the Performance-Based Stock Units shall be automatically settled in Shares immediately prior to the effective date of the Change in Control. In the event such Change in Control is not a permissible distribution event under Code Section\u00a0409A, the Performance-Based Stock Units shall be automatically settled in Shares upon the earlier of (i)\u00a0the Vest Date or (ii)\u00a0your Separation from Service that occurs immediately prior to or at any time after such Change in Control. Notwithstanding the foregoing, if, as of the Grant Date, you have not satisfied and it is not possible for you to satisfy the age and Service Retirement conditions with respect to this Performance-Based Stock Unit award, then such settlement shall in all cases occur immediately prior the effective date of the Change in Control.", "references": ["Consent To Jurisdiction", "Disability", "Confidentiality", "Vacations", "Arbitration", "Payments", "Duties", "Litigations", "Titles", "General", "Cooperation", "Capitalization", "Jurisdictions", "Remedies", "Costs", "Tax Withholdings", "Agreements", "Vesting", "Erisa", "Liens", "Disclosures", "Counterparts", "Authority", "Binding Effects", "Effectiveness", "Indemnity", "Publicity", "Venues", "Existence", "Powers", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Promptly after the filing or receiving thereof, copies of all reports and notices that the Seller or any ERISA Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that the Seller or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller or any of its Affiliates is or was, within the preceding five years, a contributing employer, in each case in respect of any Reportable Event (as defined in ERISA) that could, in the aggregate, result in the imposition of liability on the Seller and/or any such Affiliate.", "references": ["Disclosures", "Vesting", "Death", "Waivers", "Anti-Corruption Laws", "Venues", "Duties", "Submission To Jurisdiction", "Books", "Headings", "Miscellaneous", "Effective Dates", "Organizations", "Enforceability", "Non-Disparagement", "Binding Effects", "Insurances", "Brokers", "No Waivers", "Costs", "Closings", "Indemnifications", "Subsidiaries", "Survival", "Transactions With Affiliates", "Waiver Of Jury Trials", "Severability", "Approvals", "Consents", "Terms", "Erisa"], "gold": ["Erisa"]}
+{"input": "If any provision of this Agreement is declared illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid, and enforceable, or otherwise deleted, and the remainder of the terms of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid, or unenforceable provision.", "references": ["Notices", "Use Of Proceeds", "Interpretations", "Defined Terms", "Further Assurances", "Insurances", "Duties", "Assignments", "Capitalization", "Liens", "Participations", "Expenses", "Indemnity", "Organizations", "Brokers", "Miscellaneous", "Confidentiality", "Headings", "Interests", "Consents", "Financial Statements", "Successors", "Venues", "Anti-Corruption Laws", "Counterparts", "Closings", "Titles", "Binding Effects", "Releases", "Integration", "Severability"], "gold": ["Severability"]}
+{"input": "The capitalization of the Company is as set forth on Schedule 3.1(g) of the Disclosure Schedules. Except as set forth on Schedule 3.1(g) , the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Stock Option Plans, the issuance of shares of Common Stock to employees pursuant to the Stock Option Plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act, all as set forth on Schedule 3.1(g) . Except as disclosed in the SEC Reports, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed in the SEC Reports or on Schedule 3.1(g) , there are no outstanding options, employee or incentive stock option plans, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or material contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g) , the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as contemplated by Section 3.1(e) no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company\u2019s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company\u2019s stockholders.", "references": ["Cooperation", "Expenses", "Representations", "Successors", "Withholdings", "Severability", "Costs", "Releases", "Financial Statements", "Non-Disparagement", "Sales", "Confidentiality", "No Defaults", "Anti-Corruption Laws", "Disclosures", "Books", "Governing Laws", "Organizations", "Insurances", "Records", "General", "Solvency", "Litigations", "Survival", "Intellectual Property", "No Conflicts", "Effectiveness", "Vesting", "Integration", "Submission To Jurisdiction", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement and the Program constitute the entire agreement between the Director and the Company regarding the Option and supersede all prior and contemporaneous agreements and understandings, oral or written, between the parties regarding the Option. Except as expressly set forth herein, this Agreement (and any provision of this Agreement) may not be modified, changed, clarified, or interpreted by the parties, except in a writing specifying the modification, change, clarification, or interpretation, and signed by a duly authorized Company officer.", "references": ["Venues", "Change In Control", "Liens", "Specific Performance", "Sanctions", "Subsidiaries", "Binding Effects", "Duties", "Notices", "Survival", "Modifications", "Books", "Confidentiality", "Successors", "Miscellaneous", "Warranties", "Terminations", "Non-Disparagement", "Positions", "Waiver Of Jury Trials", "Capitalization", "Authority", "Records", "Cooperation", "General", "No Waivers", "Construction", "Brokers", "Erisa", "Integration", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Note shall not be directly or indirectly assignable or delegable by Blue sphere. The Lender may assign this Note as long as such assignment complies with the Securities Act of 1933, as amended and is made with the prior written consent of Blue sphere.", "references": ["Sanctions", "Assigns", "Participations", "Vacations", "Integration", "No Conflicts", "Releases", "Vesting", "No Defaults", "Organizations", "Severability", "Erisa", "Death", "Warranties", "Approvals", "Waiver Of Jury Trials", "Non-Disparagement", "Forfeitures", "Employment", "Specific Performance", "General", "Survival", "Miscellaneous", "Terms", "Adjustments", "Base Salary", "Records", "Powers", "Effective Dates", "Construction", "Assignments"], "gold": ["Assignments"]}
+{"input": "All of the disclosure furnished by or on behalf of Natur to the Purchasers regarding Natur and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. \u00a0Natur acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Construction", "Survival", "Books", "Releases", "Sanctions", "Cooperation", "Insurances", "Participations", "Qualifications", "Interests", "Arbitration", "Litigations", "Death", "Base Salary", "Fees", "Erisa", "Brokers", "Forfeitures", "Effectiveness", "Financial Statements", "Definitions", "Employment", "Enforceability", "Publicity", "Vacations", "Vesting", "Entire Agreements", "Change In Control", "Remedies", "Applicable Laws", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "This Agreement may only be amended by a written instrument that has been duly executed by each of the Parties hereto.", "references": ["Participations", "Consents", "Sanctions", "Brokers", "Entire Agreements", "Qualifications", "Employment", "Remedies", "Effective Dates", "Vesting", "Approvals", "Definitions", "Organizations", "No Defaults", "Payments", "Positions", "Terms", "Miscellaneous", "Successors", "Withholdings", "Applicable Laws", "Releases", "Assigns", "Costs", "Submission To Jurisdiction", "Notices", "Capitalization", "Base Salary", "Modifications", "Jurisdictions", "Amendments"], "gold": ["Amendments"]}
+{"input": "Section\u00a03.13 of the Disclosure Letter and Section\u00a03.13 of the Disclosure Letter Supplement sets forth a description of all insurance maintained by or on behalf of Parent and the Restricted Subsidiaries as of the Effective Date and the Amendment No.\u00a02 Effective Date, respectively.\u00a0 As of the Effective Date and the Amendment No.\u00a02 Effective Date, as applicable, all premiums due and payable in respect of such insurance have been paid.\u00a0 Parent believes that the insurance maintained by or on behalf of Parent and the Restricted Subsidiaries is adequate.", "references": ["Anti-Corruption Laws", "Remedies", "Brokers", "Consent To Jurisdiction", "Use Of Proceeds", "Releases", "Costs", "Definitions", "Erisa", "Duties", "Approvals", "Assignments", "Representations", "Agreements", "Entire Agreements", "Tax Withholdings", "Confidentiality", "Waivers", "Taxes", "Interests", "Counterparts", "Terminations", "Forfeitures", "Benefits", "Terms", "Fees", "Indemnity", "Records", "Change In Control", "Specific Performance", "Insurances"], "gold": ["Insurances"]}
+{"input": "The Partnership has initially selected Alston\u00a0& Bird LLP (\u201c Partnership Counsel \u201d) as legal counsel to the Partnership. Partnership Counsel may also be counsel to the General Partner, the CTT Partner or the Asset Manager, and one or more of their respective Affiliates may be represented by the same counsel. The attorneys, accountants and other experts who perform services for the Partnership may also perform services for the General Partner, the CTT Partner, the Asset Manager and any of their respective Affiliates. The General Partner may, without the consent of any other Partner, execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership, the General Partner, the CTT Partner, the Asset Manager and any of their respective Affiliates that Partnership Counsel may request pursuant to applicable rules of ethics or professional conduct or similar rules in any applicable jurisdiction (\u201c Rules \u201d). Each Preferred Partner acknowledges that Partnership Counsel does not represent any Preferred Partner with respect to the Partnership in the absence of a clear and explicit agreement to such effect between the Preferred Partner and Partnership Counsel (and in any case only to the extent specifically set forth in that agreement), and that in the absence of any such agreement Partnership Counsel shall owe no duties to a Preferred Partner with respect to the Partnership, whether or not Partnership Counsel has in the past represented or is currently representing such Preferred Partner with respect to other matters. In the event any dispute or controversy arises between any Preferred Partner and the Partnership, or between any Preferred Partner or the Partnership, on the one hand, and the General Partner (or any of its Affiliates that Partnership Counsel represents), on the other hand, then each Preferred Partner agrees that Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliates), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Preferred Partner hereby consents to such representation. Each Preferred Partner further acknowledges that, whether or not Partnership Counsel has in the past represented such Preferred Partner with respect to other matters, Partnership Counsel has not represented the interests of any Preferred Partner in the preparation and negotiation of this Agreement. In addition, Partnership Counsel does not undertake to monitor the compliance of the General Partner, the CTT Partner, the Asset Manager or their respective Affiliates with the terms set forth in this Agreement or the Asset Management Agreement, nor does Partnership Counsel monitor compliance with applicable laws.", "references": ["Submission To Jurisdiction", "Effectiveness", "Indemnifications", "Defined Terms", "Insurances", "Modifications", "Non-Disparagement", "Effective Dates", "Brokers", "Approvals", "Representations", "Sales", "Authorizations", "Closings", "Litigations", "Tax Withholdings", "Further Assurances", "Base Salary", "Payments", "Interests", "Terminations", "Headings", "Intellectual Property", "Binding Effects", "Subsidiaries", "Integration", "Capitalization", "Benefits", "Participations", "Publicity", "Waivers"], "gold": ["Waivers"]}
+{"input": "To the extent not preempted by the laws of the United States, the laws of the State of Georgia shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.", "references": ["Forfeitures", "Cooperation", "Compliance With Laws", "Participations", "Intellectual Property", "Binding Effects", "Use Of Proceeds", "Definitions", "Terms", "Vacations", "Modifications", "Assigns", "Governing Laws", "Approvals", "Headings", "Counterparts", "Organizations", "Sales", "Adjustments", "Defined Terms", "Benefits", "Withholdings", "Anti-Corruption Laws", "Interpretations", "Successors", "Powers", "Existence", "Disability", "Brokers", "Agreements", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "The Executive shall be entitled to vacation and personal days in accordance with the policies the Company maintains from time to time.", "references": ["Successors", "Indemnity", "Interpretations", "Positions", "Adjustments", "Intellectual Property", "General", "Interests", "Assigns", "Subsidiaries", "Compliance With Laws", "Enforceability", "Remedies", "Further Assurances", "Indemnifications", "Terms", "Waivers", "Confidentiality", "Jurisdictions", "Cooperation", "Anti-Corruption Laws", "Waiver Of Jury Trials", "Existence", "Transactions With Affiliates", "Fees", "Capitalization", "Duties", "Representations", "Employment", "Tax Withholdings", "Vacations"], "gold": ["Vacations"]}
+{"input": "The Servicer shall ensure that it has and maintains all licenses and approvals necessary for the conduct of its business in the jurisdictions where the Financed Vehicles are located.", "references": ["Titles", "Construction", "Insurances", "Binding Effects", "Amendments", "Closings", "Fees", "Waivers", "Assigns", "Arbitration", "Capitalization", "Withholdings", "Enforceability", "Interpretations", "Counterparts", "Governing Laws", "Death", "Adjustments", "Litigations", "Effectiveness", "Duties", "Warranties", "Submission To Jurisdiction", "Modifications", "Definitions", "Costs", "No Conflicts", "Brokers", "Authorizations", "Transactions With Affiliates", "Approvals"], "gold": ["Approvals"]}
+{"input": "If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by the Plan.", "references": ["Agreements", "Enforceability", "Approvals", "Positions", "Financial Statements", "Forfeitures", "Remedies", "Amendments", "Governing Laws", "Cooperation", "Specific Performance", "Compliance With Laws", "Confidentiality", "Brokers", "Subsidiaries", "Existence", "Arbitration", "Withholdings", "Enforcements", "No Waivers", "Expenses", "Authority", "Use Of Proceeds", "Qualifications", "Powers", "Indemnifications", "Base Salary", "Tax Withholdings", "Further Assurances", "Entire Agreements", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "The invalidity or unenforceability of any provision of this Letter Agreement will not affect the validity or enforceability of any other provision of this Letter Agreement, and this Letter Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).", "references": ["Liens", "Definitions", "Titles", "Defined Terms", "Participations", "Construction", "Terms", "Qualifications", "Indemnifications", "Disability", "Governing Laws", "Existence", "Duties", "Effectiveness", "Warranties", "Effective Dates", "Fees", "Further Assurances", "Confidentiality", "Approvals", "Remedies", "No Waivers", "Non-Disparagement", "Death", "Costs", "Books", "Change In Control", "Notices", "Withholdings", "Erisa", "Severability"], "gold": ["Severability"]}
+{"input": "Borrower has been duly organized and is validly existing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged. Borrower is duly qualified to do business and in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged, except to the extent that failure to do so could not in the aggregate reasonably be expected to have a Material Adverse Effect. The sole business of Borrower is the acquisition, renovation, rehabilitation, ownership, maintenance, sale, transfer, financing, refinancing, management, leasing and operation of the Properties and other activity in furtherance thereof. Borrower is a Special Purpose Entity.", "references": ["Compliance With Laws", "Interpretations", "Change In Control", "Financial Statements", "Defined Terms", "Specific Performance", "Counterparts", "Titles", "Survival", "Successors", "Enforcements", "Entire Agreements", "Warranties", "Employment", "Expenses", "Base Salary", "Waivers", "Insurances", "Waiver Of Jury Trials", "General", "Participations", "Effectiveness", "No Waivers", "Use Of Proceeds", "Costs", "Vacations", "Positions", "Further Assurances", "Erisa", "Remedies", "Organizations"], "gold": ["Organizations"]}
+{"input": "No failure to exercise and no delay in exercising, on the part of the Term Agent or any Term Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No course of dealing between any Borrower, any Affiliate of any Borrower, the Term Agent or any Term Lender shall be effective to amend, modify or discharge any provision of this Agreement or any of the other Loan Documents.", "references": ["No Defaults", "Death", "Authorizations", "Anti-Corruption Laws", "Notices", "Indemnifications", "Non-Disparagement", "Withholdings", "Terminations", "Taxes", "Entire Agreements", "Intellectual Property", "Interests", "Survival", "Confidentiality", "Erisa", "Disability", "Fees", "Organizations", "Further Assurances", "Venues", "Capitalization", "Construction", "Counterparts", "Headings", "Publicity", "Benefits", "Effective Dates", "Specific Performance", "Terms", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Each party\u2019s obligations under this Section\u00a03.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.", "references": ["Capitalization", "Enforceability", "Disability", "Waivers", "Headings", "Interpretations", "Vesting", "Expenses", "Authority", "Assigns", "Integration", "Erisa", "Counterparts", "Waiver Of Jury Trials", "Modifications", "Non-Disparagement", "No Conflicts", "Specific Performance", "Litigations", "Forfeitures", "Representations", "Interests", "Death", "Indemnity", "Consents", "Solvency", "Jurisdictions", "Agreements", "Closings", "Consent To Jurisdiction", "Survival"], "gold": ["Survival"]}
+{"input": "The following capitalized terms used in this Agreement have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.", "references": ["Non-Disparagement", "No Defaults", "Benefits", "Brokers", "Terminations", "Financial Statements", "Subsidiaries", "Positions", "Confidentiality", "Base Salary", "Withholdings", "Indemnity", "General", "Counterparts", "Disability", "Disclosures", "Enforceability", "Anti-Corruption Laws", "Remedies", "No Conflicts", "Death", "Notices", "Capitalization", "Construction", "Closings", "Venues", "Effective Dates", "Governing Laws", "Consent To Jurisdiction", "Warranties", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Executive shall be entitled to (a) five (5) weeks of paid vacation and (b) reasonable sick leave benefits consistent with the Employer\u2019s sick leave policies.", "references": ["Intellectual Property", "Fees", "Remedies", "Participations", "No Waivers", "Forfeitures", "Venues", "Miscellaneous", "Consent To Jurisdiction", "Vesting", "Successors", "Anti-Corruption Laws", "Integration", "Warranties", "Books", "Organizations", "Financial Statements", "Records", "Counterparts", "Entire Agreements", "Effective Dates", "Survival", "Tax Withholdings", "Disability", "Employment", "Interests", "Approvals", "Jurisdictions", "Insurances", "Authority", "Vacations"], "gold": ["Vacations"]}
+{"input": "Upon (i) delivery to the Administrative Agent of an Assignment Agreement, together with any consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment.\u00a0 The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitments and Credit Exposure under the applicable Assignment Agreement constitutes \u201cplan assets\u201d as defined under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be \u201cplan assets\u201d under ERISA or Section 4975 of the Code.\u00a0 On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitments and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent.\u00a0 In the case of an assignment covering all of the assigning Lender\u2019s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement.\u00a0 Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2.\u00a0 Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan Commitments (or, if the Maturity Date has occurred, their respective Outstanding Revolving Credit Exposure) as adjusted pursuant to such assignment.", "references": ["Releases", "Tax Withholdings", "Applicable Laws", "Sales", "Terminations", "Assignments", "Survival", "Financial Statements", "Adjustments", "General", "Authorizations", "Solvency", "Amendments", "Approvals", "Publicity", "Remedies", "Headings", "Interests", "Vacations", "Existence", "Further Assurances", "Intellectual Property", "Powers", "Indemnity", "Liens", "No Waivers", "Enforcements", "Submission To Jurisdiction", "Entire Agreements", "Costs", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "Each Borrower shall keep and maintain all Intellectual Property relating to the use or operation of the Properties and all Intellectual Property shall be held by and (if applicable) registered in the name of such Borrower. Each Borrower shall not Transfer or let lapse any Intellectual Property necessary for the operation or marketing of the Property without Lender\u2019s prior consent, not to be unreasonably withheld, delayed or conditioned.", "references": ["Organizations", "Withholdings", "Entire Agreements", "No Defaults", "Fees", "Releases", "Cooperation", "Authority", "Construction", "Venues", "Confidentiality", "Benefits", "Further Assurances", "Authorizations", "Notices", "Powers", "Use Of Proceeds", "Solvency", "Defined Terms", "Successors", "Capitalization", "Consent To Jurisdiction", "Integration", "Waiver Of Jury Trials", "Assigns", "Amendments", "Interests", "Sanctions", "Transactions With Affiliates", "Brokers", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "This Eleventh Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Eleventh Amendment by telecopy, facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart hereof.", "references": ["Duties", "Survival", "Subsidiaries", "Further Assurances", "Costs", "Use Of Proceeds", "Remedies", "Indemnity", "Change In Control", "Enforceability", "Binding Effects", "Transactions With Affiliates", "Assigns", "No Defaults", "Brokers", "Forfeitures", "Closings", "Organizations", "Arbitration", "Books", "Sales", "Adjustments", "Representations", "Death", "Assignments", "Qualifications", "Interests", "Capitalization", "Severability", "Notices", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Existing Credit Agreement is, effective as of the Amendment Closing Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages\u00a0of the Existing Credit Agreement attached as Exhibit\u00a0A hereto.", "references": ["Transactions With Affiliates", "Expenses", "Titles", "Authority", "Severability", "Compliance With Laws", "Survival", "Anti-Corruption Laws", "Closings", "Taxes", "Construction", "Applicable Laws", "Tax Withholdings", "Publicity", "Solvency", "Terminations", "Sales", "Specific Performance", "Fees", "Successors", "Vacations", "Interpretations", "Submission To Jurisdiction", "Modifications", "Use Of Proceeds", "Positions", "Effective Dates", "Consent To Jurisdiction", "Subsidiaries", "Terms", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Purchaser represents and warrants to The Company and each Subsidiary that it is acquiring the New Preferred Shares for its own account for investment. The Purchaser agrees that if it should in the future determine to transfer, sell, assign, pledge, hypothecate or otherwise dispose of the New Preferred Shares, or any interests therein, such transfer, sale or other disposition shall not be made in violation of Section 5 of the Securities Act.", "references": ["Taxes", "Fees", "Terms", "Erisa", "Base Salary", "Applicable Laws", "Change In Control", "Terminations", "Defined Terms", "Notices", "Interpretations", "Integration", "Payments", "Publicity", "Waiver Of Jury Trials", "Organizations", "Successors", "Headings", "Effectiveness", "Further Assurances", "Use Of Proceeds", "Intellectual Property", "Expenses", "Vacations", "Confidentiality", "Counterparts", "Jurisdictions", "Duties", "Amendments", "Transactions With Affiliates", "Representations"], "gold": ["Representations"]}
+{"input": "Any additional Revolving Loans made available pursuant to any such Incremental Revolving Commitment shall be treated on the same terms (including with respect to pricing and maturity date) as, and made pursuant to the same documentation as is applicable to, the original Revolving Facility. Upon the increase in the Total Revolving Commitments under this Section\u00a02.25 , all references in this Agreement and in any other Loan Document to the Revolving Commitment of any Lender shall be deemed to include any increase in such Lender\u2019s Revolving Commitment pursuant to this Section\u00a02.25 . The Revolving Loans, Revolving Commitments, and Total Revolving Commitments that are subject to an increase under this Section\u00a02.25 shall be entitled to all of the benefits afforded by this Agreement and the other Loan Documents and shall benefit equally and ratably from any guarantees and Liens provided under the Loan Documents in favor of the Secured Parties.", "references": ["No Defaults", "Cooperation", "Brokers", "Authorizations", "Governing Laws", "Duties", "Vacations", "Disability", "Terminations", "Definitions", "Binding Effects", "Base Salary", "Sanctions", "No Conflicts", "Interests", "Counterparts", "Submission To Jurisdiction", "Insurances", "Indemnifications", "Venues", "Disclosures", "Withholdings", "Litigations", "Modifications", "Indemnity", "Capitalization", "Expenses", "Remedies", "Erisa", "Books", "Terms"], "gold": ["Terms"]}
+{"input": "The Option shall vest as follows: (i)\u00a0twenty-five percent (25%) of the Option shall vest on the first annual anniversary of the date of grant; and (ii)\u00a0as of the first day of each calendar month after the first annual anniversary of the date of grant, an additional 2.0833% of the Option shall vest; so that on the fourth annual anniversary of the date of grant, 100% of the Option will become vested. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and (x)\u00a0the Participant experiences an involuntarily Termination of Service for reasons other than Cause, or (y)\u00a0the Participant experiences a Termination of Service for Good Reason, in either case, on or within one (1)\u00a0year after the date of the Change of Control, the unvested portion of the Option will become vested as of such Termination of Service.", "references": ["Successors", "Assigns", "Effective Dates", "Disability", "Enforceability", "Death", "Sanctions", "Existence", "No Waivers", "Headings", "Costs", "Transactions With Affiliates", "Solvency", "Consents", "Duties", "Definitions", "Sales", "Approvals", "Adjustments", "Governing Laws", "Effectiveness", "Entire Agreements", "Non-Disparagement", "Waivers", "Intellectual Property", "Authorizations", "Disclosures", "Assignments", "Warranties", "Payments", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Company shall maintain, during the Employment Term, reasonable and customary directors and officers insurance, cyber liability, and errors and omissions insurance.", "references": ["Venues", "Publicity", "Anti-Corruption Laws", "Releases", "Titles", "Liens", "Integration", "Brokers", "Confidentiality", "Records", "Definitions", "Disclosures", "Compliance With Laws", "Assignments", "Qualifications", "Costs", "Representations", "Death", "Litigations", "Governing Laws", "Construction", "No Defaults", "Successors", "Terms", "Closings", "Entire Agreements", "Interpretations", "Binding Effects", "Submission To Jurisdiction", "Solvency", "Insurances"], "gold": ["Insurances"]}
+{"input": "As a substantial portion of the duties and obligations of the parties created by the Plan will be performed in Peoria, Illinois, it shall be the sole and exclusive venue for any arbitration, litigation, special proceedings, or other proceedings between the parties in connection with the Plan.", "references": ["Fees", "Closings", "Adjustments", "Records", "Taxes", "Waivers", "Capitalization", "Sanctions", "Solvency", "Remedies", "Indemnifications", "Payments", "Approvals", "Change In Control", "Confidentiality", "Financial Statements", "Releases", "Compliance With Laws", "Authority", "Vacations", "Terms", "Miscellaneous", "Consents", "No Waivers", "Insurances", "Severability", "Modifications", "Survival", "Tax Withholdings", "Waiver Of Jury Trials", "Venues"], "gold": ["Venues"]}
+{"input": "In the event of failure by the Issuer to make any required payment of principal or interest on this Note (and, in the case of payment of interest, such failure to pay shall have continued for thirty (30) days), the Issuer will, upon demand of the Holder, pay to the Holder the amount then due and payable on this Note for principal and interest (without acceleration of this Note in any manner), with interest on the overdue principal and interest at the rate borne by this Note, to the extent permitted by applicable law. If the Issuer fails to pay such amount upon such demand, the Holder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer.", "references": ["Notices", "Anti-Corruption Laws", "Powers", "Capitalization", "Defined Terms", "Authorizations", "Participations", "Governing Laws", "Enforcements", "No Defaults", "Effective Dates", "Arbitration", "Change In Control", "Survival", "Consents", "Headings", "Interests", "Qualifications", "Terminations", "Integration", "Sales", "Consent To Jurisdiction", "Costs", "Payments", "Miscellaneous", "Assignments", "Agreements", "Waivers", "Jurisdictions", "Submission To Jurisdiction", "Remedies"], "gold": ["Remedies"]}
+{"input": "Provided that a Participant has not experienced a Separation From Service with Forestar or an Affiliate through each applicable Vesting Date, the Participant shall vest and be entitled to a Payment. Each Payment shall be made no later than ten days following applicable Vesting Date. Notwithstanding the above, each Payment shall be subject to paragraph 6 herein.", "references": ["Construction", "No Waivers", "Expenses", "Defined Terms", "Specific Performance", "Waiver Of Jury Trials", "General", "Fees", "Publicity", "Assigns", "Consent To Jurisdiction", "Non-Disparagement", "Entire Agreements", "Successors", "Effectiveness", "Modifications", "No Defaults", "Anti-Corruption Laws", "Definitions", "Notices", "Disclosures", "No Conflicts", "Indemnifications", "Organizations", "Governing Laws", "Death", "Submission To Jurisdiction", "Remedies", "Change In Control", "Forfeitures", "Vesting"], "gold": ["Vesting"]}
+{"input": "The Parent, OP LLC and the Borrower will, and will cause each of their respective Restricted Subsidiaries and each DevCo to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as \u201cadditional insureds\u201d and/or \u201clender loss payees\u201d and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent. With respect to each portion of the real Property (other than pipelines) of any Credit Party or any DevCo on which any Building is located, the Borrower will, and will cause each other Credit Party and DevCo to, obtain flood insurance in such total amount as the applicable Flood Insurance Regulations may require, if at any time such \u201cBuilding\u201d is located on any such real Property in a special flood hazard area, and otherwise comply with Flood Insurance Regulations.", "references": ["Disability", "Vesting", "Subsidiaries", "Titles", "Intellectual Property", "Releases", "Compliance With Laws", "Existence", "Forfeitures", "Indemnifications", "Cooperation", "Venues", "Erisa", "General", "Tax Withholdings", "Jurisdictions", "Assignments", "Capitalization", "Fees", "Books", "Severability", "Authority", "Indemnity", "Specific Performance", "Expenses", "Enforcements", "Applicable Laws", "Construction", "Payments", "Adjustments", "Insurances"], "gold": ["Insurances"]}
+{"input": "The execution and delivery of each Loan Document by each Loan Party party thereto and the performance by such Loan Party thereof (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i)\u00a0such as have been obtained or made and are in full force and effect (except to the extent not required to be obtained or made pursuant to the Collateral and Guarantee Requirement), (ii)\u00a0in connection with the Perfection Requirements and (iii)\u00a0such consents, approvals, registrations, filings or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b)\u00a0will not violate any (i)\u00a0of such Loan Party\u2019s Organizational Documents or (ii)\u00a0Requirements of Law applicable to such Loan Party which, in the case of this clause (b)(ii) , would reasonably be expected to have a Material Adverse Effect and (c)\u00a0will not violate or result in a default under any material Contractual Obligation in respect of Indebtedness having an aggregate principal amount exceeding the Threshold Amount to which such Loan Party is a party which, in the case of this clause (c) , would reasonably be expected to result in a Material Adverse Effect.", "references": ["Enforceability", "Capitalization", "Integration", "Litigations", "Vesting", "Notices", "Organizations", "Expenses", "Binding Effects", "Titles", "Applicable Laws", "Compliance With Laws", "Construction", "Closings", "Remedies", "Duties", "Headings", "Specific Performance", "Positions", "Cooperation", "Transactions With Affiliates", "Governing Laws", "Terminations", "Non-Disparagement", "Submission To Jurisdiction", "General", "Confidentiality", "Approvals", "Agreements", "Disclosures", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.", "references": ["Sales", "Modifications", "Solvency", "Applicable Laws", "Consent To Jurisdiction", "Compliance With Laws", "No Waivers", "Authority", "Headings", "Terms", "Tax Withholdings", "Further Assurances", "Death", "Construction", "Financial Statements", "Interpretations", "Non-Disparagement", "Effective Dates", "Brokers", "Consents", "Forfeitures", "Sanctions", "Fees", "Indemnifications", "Counterparts", "Entire Agreements", "Insurances", "Erisa", "Assigns", "Change In Control", "Waivers"], "gold": ["Waivers"]}
+{"input": "To receive the consideration described in Sections 2(b) of this Agreement, the Executive must sign a Separation of Employment and General Release Agreement, substantially in the form attached hereto as Annex A (the \" Release\" ), deliver the signed Release to the Company\u2019s General Counsel within thirty (30) days after the Termination Date (unless a longer period is required by law), and not revoke the Release within the seven-day revocation period provided for in the Release.", "references": ["Brokers", "Modifications", "Taxes", "Enforcements", "Forfeitures", "Positions", "Disability", "Base Salary", "Publicity", "Litigations", "Terms", "Defined Terms", "Financial Statements", "Powers", "Payments", "Governing Laws", "Jurisdictions", "Warranties", "Change In Control", "No Defaults", "Assigns", "Consent To Jurisdiction", "Existence", "Integration", "Costs", "Waiver Of Jury Trials", "Remedies", "Indemnifications", "Fees", "No Conflicts", "Releases"], "gold": ["Releases"]}
+{"input": "The Borrower will, and will cause each Subsidiary to, timely file complete and correct material United States federal and applicable foreign, state and local tax returns required by law and pay when due all material taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those that are being contested in good faith by appropriate proceedings with respect to which adequate reserves have been set aside in accordance with GAAP and that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.", "references": ["Assigns", "Powers", "Defined Terms", "Waivers", "Cooperation", "Headings", "Fees", "Capitalization", "Approvals", "Sanctions", "Terms", "Jurisdictions", "Compliance With Laws", "Use Of Proceeds", "Existence", "Benefits", "Effectiveness", "Representations", "Participations", "Base Salary", "Binding Effects", "Terminations", "No Conflicts", "Releases", "Change In Control", "Liens", "Modifications", "Subsidiaries", "Disclosures", "Forfeitures", "Taxes"], "gold": ["Taxes"]}
+{"input": "All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail:allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.", "references": ["Solvency", "Arbitration", "Base Salary", "Definitions", "Assigns", "Indemnity", "Confidentiality", "Payments", "Sanctions", "Disclosures", "Costs", "Liens", "Non-Disparagement", "Capitalization", "Cooperation", "Waivers", "Disability", "Construction", "Authorizations", "Transactions With Affiliates", "Modifications", "Amendments", "Subsidiaries", "Consent To Jurisdiction", "Effective Dates", "Indemnifications", "Forfeitures", "Applicable Laws", "Representations", "Warranties", "Notices"], "gold": ["Notices"]}
+{"input": "A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.", "references": ["Modifications", "Terminations", "Authorizations", "Intellectual Property", "Publicity", "Releases", "Further Assurances", "Arbitration", "Representations", "Remedies", "Expenses", "Miscellaneous", "Enforceability", "Insurances", "Headings", "Construction", "Notices", "Sales", "Erisa", "Definitions", "Successors", "Specific Performance", "Consents", "Warranties", "Qualifications", "Anti-Corruption Laws", "Approvals", "Books", "Organizations", "Existence", "Payments"], "gold": ["Payments"]}
+{"input": "The Lenders shall have received (i)\u00a0audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2016, (ii)\u00a0unaudited interim consolidated financial statements of the Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause\u00a0(i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower, as reflected in the audited, consolidated financial statements described in clause\u00a0(i) of this paragraph and (iii)\u00a0satisfactory quarterly projections for the Borrower\u2019s fiscal year ending December 31, 2018, and annual projections for each of the Borrower\u2019s fiscal years thereafter, through and including the Borrower\u2019s fiscal year ending December 31, 2021.", "references": ["Authorizations", "Indemnifications", "Death", "Benefits", "Notices", "Vacations", "Applicable Laws", "Assignments", "Disclosures", "Withholdings", "Existence", "Compliance With Laws", "Titles", "Litigations", "Records", "Terminations", "Warranties", "Representations", "Construction", "Further Assurances", "Erisa", "Base Salary", "Sales", "Submission To Jurisdiction", "No Conflicts", "Jurisdictions", "Powers", "Assigns", "Organizations", "Counterparts", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agree to purchase 3,750,000 shares of Common Stock (the \u201c Closing Shares \u201d). The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the Closing Subscription Amount and the Company shall deliver to the Purchaser the Closing Shares within three Trading Days of the Closing Date, and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but no later than three Trading Days subsequent to the Closing date, the Closing shall occur at the location as the parties shall mutually agree or remotely by exchange of Closing documents.", "references": ["Intellectual Property", "Disability", "Benefits", "No Conflicts", "Releases", "Base Salary", "Litigations", "Warranties", "Duties", "Arbitration", "Amendments", "Records", "Insurances", "Successors", "Survival", "Participations", "Expenses", "Cooperation", "Publicity", "Consent To Jurisdiction", "Interests", "Books", "Anti-Corruption Laws", "Remedies", "Interpretations", "Existence", "Assignments", "No Waivers", "Notices", "Modifications", "Closings"], "gold": ["Closings"]}
+{"input": "All notices, requests, demands or other communications required or permitted to be given pursuant to this Agreement shall be in writing and given by (i)\u00a0personal delivery; (ii)\u00a0expedited delivery service with proof of delivery; or (iii)\u00a0United States mail, postage prepaid, registered or certified mail, return receipt requested, sent to the intended addressee at the address set forth on the first page hereof or to such different address as the addressee shall have designated by written notice sent pursuant to the terms hereof and shall be deemed to have been received either, in the case of personal delivery, at the time of personal delivery, in the case of expedited delivery service, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of mail, upon deposit in a depository receptacle under the care and custody of the United States Postal Service.\u00a0\u00a0Either party shall have the right to change its address for notice hereunder to any other location within the continental United States by notice to the other party of such new address at least thirty (30) days prior to the effective date of such new address.", "references": ["Specific Performance", "Sales", "Qualifications", "Terminations", "Solvency", "Disability", "Releases", "Payments", "Enforcements", "Liens", "Indemnifications", "Counterparts", "Remedies", "Transactions With Affiliates", "Interests", "Subsidiaries", "No Conflicts", "Indemnity", "Integration", "Waiver Of Jury Trials", "Assignments", "Disclosures", "Base Salary", "Authorizations", "Use Of Proceeds", "Non-Disparagement", "No Defaults", "Vacations", "Further Assurances", "Participations", "Notices"], "gold": ["Notices"]}
+{"input": "Evidence Administrative Agent requires of the existence, good standing, authority and capacity of each Borrower, Guarantor, and their respective constituent partners, members, managers and owners (however remote) to execute, deliver and perform their respective obligations to Administrative Agent and Lenders under the Loan Documents.", "references": ["Withholdings", "Anti-Corruption Laws", "Qualifications", "Erisa", "Books", "Agreements", "Existence", "Consents", "Assigns", "Further Assurances", "Duties", "Enforceability", "Waivers", "Titles", "Warranties", "Publicity", "Subsidiaries", "Waiver Of Jury Trials", "Defined Terms", "Fees", "Disability", "Miscellaneous", "Brokers", "Indemnity", "Positions", "Remedies", "Confidentiality", "Compliance With Laws", "Modifications", "Transactions With Affiliates", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "All notices, requests, demands, consents, agreements, reports, certificates, and other communications required or permitted to be given, or otherwise intended to have legal effect, under this Agreement (a \u201c Notice \u201d) must be provided in writing and in English and must be sent to the Party to whom it is to be given as provided in this Section\u00a07.12. Each Party may change its address for receipt of Notices by providing notice of the new address to the other Party in accordance with this Section, and each Party shall change its address if such address is no longer used by such Party. If a Notice that is provided by Qualcomm to Licensee hereunder applies to activities performed by any of Licensee\u2019s Affiliates, such Notice will be deemed to also be provided by Qualcomm to Licensee\u2019s Affiliates on the same date that such Notice is provided by Qualcomm to Licensee, and Licensee shall promptly provide copies of all such notices to its applicable Affiliates.", "references": ["Survival", "Definitions", "Consent To Jurisdiction", "Effective Dates", "Withholdings", "Sales", "Anti-Corruption Laws", "Subsidiaries", "Construction", "Fees", "Payments", "Binding Effects", "Waivers", "Applicable Laws", "Indemnity", "Specific Performance", "Modifications", "Base Salary", "Consents", "Forfeitures", "Taxes", "Financial Statements", "Non-Disparagement", "Closings", "Cooperation", "Compliance With Laws", "No Defaults", "Jurisdictions", "Successors", "Governing Laws", "Notices"], "gold": ["Notices"]}
+{"input": "Except as contemplated by Section 3.7 , in the event an Action under this Article XVI shall have been finally determined, the amount of such final determination shall be paid to the Indemnified Party on demand in immediately available funds. An Action, and the liability for and amount of damages therefor, shall be deemed to be \u201cfinally determined\u201d for purposes of this Article XVI when the parties to such Action have so determined by mutual agreement or, if disputed, when a final nonappealable Governmental Order shall have been entered.", "references": ["Duties", "Interests", "Enforcements", "Forfeitures", "Approvals", "Applicable Laws", "Confidentiality", "Vacations", "Death", "Brokers", "Waiver Of Jury Trials", "Arbitration", "Assigns", "Qualifications", "Indemnifications", "Binding Effects", "Participations", "Titles", "Publicity", "Withholdings", "Remedies", "Severability", "Amendments", "Effectiveness", "Agreements", "Change In Control", "Sanctions", "General", "Fees", "Construction", "Payments"], "gold": ["Payments"]}
+{"input": "Each of the parties to this Agreement shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions and cause to be done and performed all such further and other acts and things as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and any other agreement being executed and delivered in connection with the transactions contemplated by this Agreement.", "references": ["Insurances", "Counterparts", "Taxes", "Assignments", "Specific Performance", "Headings", "Authorizations", "Entire Agreements", "Sales", "Base Salary", "Indemnifications", "Change In Control", "Terms", "Effective Dates", "Consents", "Cooperation", "Survival", "Solvency", "Submission To Jurisdiction", "Tax Withholdings", "Defined Terms", "Authority", "Governing Laws", "Forfeitures", "Waiver Of Jury Trials", "Vacations", "Notices", "Use Of Proceeds", "Consent To Jurisdiction", "Records", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder immediately following delivery or crediting of the Shares to an account designated by the Company.", "references": ["Subsidiaries", "Organizations", "Counterparts", "Approvals", "Compliance With Laws", "Taxes", "Cooperation", "Further Assurances", "Specific Performance", "Interpretations", "Modifications", "Agreements", "Capitalization", "Sanctions", "Vacations", "Sales", "Effectiveness", "Titles", "Entire Agreements", "Headings", "Severability", "Applicable Laws", "Terms", "Participations", "Closings", "Representations", "Jurisdictions", "Consents", "Survival", "No Conflicts", "Payments"], "gold": ["Payments"]}
+{"input": "The Participant and the Company acknowledge that the restrictions imposed by this Section 6 are reasonably necessary to protect the legitimate business interests of the Company, and that the Company would not be willing to offer the Restricted Stock pursuant to this Agreement in the absence of such agreement. The Participant agrees that any breach of this Section 6 by the Participant would cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of any obligations hereunder, without the necessity of posting a bond, plus if the Company prevails with respect to any dispute between the Company and the Participant as to the interpretation, terms, validity or enforceability of this Section 6 , the recovery of any and all costs and expenses incurred by the Company, including reasonable attorneys\u2019 fees in connection with the enforcement of this Section 6 . The Participant further acknowledges and agrees that any period of time during which he or she is in violation of the covenants set forth in this Section 6 shall be added to the applicable restricted period. Resort to such equitable relief shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise.", "references": ["Intellectual Property", "Vesting", "Payments", "General", "Benefits", "Participations", "Enforceability", "Insurances", "Confidentiality", "Forfeitures", "Disclosures", "Subsidiaries", "Existence", "Transactions With Affiliates", "Waivers", "Construction", "Books", "Adjustments", "Expenses", "Headings", "Waiver Of Jury Trials", "Approvals", "Financial Statements", "Releases", "No Conflicts", "Specific Performance", "Jurisdictions", "Brokers", "Representations", "Records", "Remedies"], "gold": ["Remedies"]}
+{"input": "The failure of the Company or any Participant to insist upon strict adherence to any term of this Plan on any occasion shall not be considered a waiver of such party\u2019s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Plan.", "references": ["Amendments", "Disclosures", "Terminations", "Headings", "Insurances", "Qualifications", "Transactions With Affiliates", "Waivers", "Disability", "Definitions", "Withholdings", "Governing Laws", "Costs", "Confidentiality", "Liens", "Notices", "Effectiveness", "Forfeitures", "Benefits", "Positions", "Employment", "Participations", "Taxes", "Interpretations", "Powers", "Enforcements", "Sanctions", "Anti-Corruption Laws", "Existence", "Sales", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in immediately available funds not later than 2:00 p.m. (CT) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (CT) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Authority", "Further Assurances", "Interpretations", "Integration", "Duties", "Waiver Of Jury Trials", "Venues", "Waivers", "Brokers", "Expenses", "Assignments", "Terms", "Enforceability", "Positions", "Disability", "Confidentiality", "Erisa", "Change In Control", "Records", "Adjustments", "Specific Performance", "Survival", "Headings", "No Defaults", "Miscellaneous", "Enforcements", "Sales", "Tax Withholdings", "Transactions With Affiliates", "Benefits", "General"], "gold": ["General"]}
+{"input": "The representations and warranties contained in Section 4 of this Waiver and Amendment shall survive the execution and delivery of this Waiver and Amendment.", "references": ["Cooperation", "Qualifications", "Change In Control", "Representations", "Assignments", "Existence", "Fees", "Miscellaneous", "Withholdings", "Vesting", "Authority", "Payments", "General", "Capitalization", "Subsidiaries", "Base Salary", "Intellectual Property", "Applicable Laws", "Jurisdictions", "Waivers", "Compliance With Laws", "Employment", "No Conflicts", "Specific Performance", "No Waivers", "Definitions", "Death", "Financial Statements", "Authorizations", "Indemnity", "Survival"], "gold": ["Survival"]}
+{"input": "Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any Lender arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any Lender, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.", "references": ["Intellectual Property", "Successors", "Binding Effects", "Defined Terms", "Effectiveness", "Consents", "Submission To Jurisdiction", "Modifications", "Representations", "Assignments", "Capitalization", "Indemnity", "Authority", "Survival", "Consent To Jurisdiction", "Construction", "Payments", "Adjustments", "Remedies", "Costs", "Disability", "Warranties", "Arbitration", "Positions", "Entire Agreements", "Headings", "Authorizations", "Venues", "No Conflicts", "Benefits", "Waivers"], "gold": ["Waivers"]}
+{"input": "All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including by facsimile transmission) and shall be mailed, sent, or delivered in accordance with the notice provisions contained in the Loan Agreement, and each Subordinated Party hereby agrees that its address for any notices hereunder shall be the address of the Borrower for notices under the Loan Agreement.", "references": ["Erisa", "Definitions", "Enforcements", "Death", "Sales", "Survival", "Records", "Further Assurances", "Severability", "Enforceability", "Effective Dates", "Tax Withholdings", "Terminations", "Interests", "Closings", "Authorizations", "Approvals", "Warranties", "Specific Performance", "Modifications", "Taxes", "Integration", "Fees", "Applicable Laws", "Use Of Proceeds", "Amendments", "Consents", "Waivers", "No Waivers", "Vacations", "Notices"], "gold": ["Notices"]}
+{"input": "In case any provision of this Agreement shall be found by a court of law to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.", "references": ["Assigns", "Approvals", "Effectiveness", "Binding Effects", "Further Assurances", "Titles", "No Waivers", "Erisa", "Powers", "Applicable Laws", "Books", "Arbitration", "Vacations", "Notices", "Vesting", "Liens", "Effective Dates", "Miscellaneous", "Consent To Jurisdiction", "Interests", "Terminations", "Jurisdictions", "Base Salary", "Remedies", "Headings", "Enforcements", "Insurances", "Existence", "Payments", "Taxes", "Severability"], "gold": ["Severability"]}
+{"input": "The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.", "references": ["Consents", "Survival", "Tax Withholdings", "Vesting", "Cooperation", "Successors", "Terms", "Existence", "Waiver Of Jury Trials", "Change In Control", "Jurisdictions", "Miscellaneous", "Expenses", "Transactions With Affiliates", "Defined Terms", "Definitions", "Death", "Forfeitures", "Governing Laws", "Warranties", "Interests", "No Defaults", "Releases", "Adjustments", "Records", "Solvency", "Headings", "Taxes", "Powers", "General", "Titles"], "gold": ["Titles"]}
+{"input": "This Note shall be governed and the rights and obligations of the parties thereto shall be construed under the laws of the State of Florida.", "references": ["Assigns", "Miscellaneous", "Venues", "Books", "Authorizations", "Defined Terms", "Definitions", "Sales", "Non-Disparagement", "General", "Counterparts", "No Conflicts", "Participations", "Fees", "Compliance With Laws", "Titles", "Representations", "Authority", "Cooperation", "Warranties", "Tax Withholdings", "Financial Statements", "Arbitration", "Indemnity", "Qualifications", "Erisa", "Subsidiaries", "Modifications", "Headings", "Terms", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys\u2019 fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against either party.", "references": ["Existence", "Organizations", "Indemnifications", "Disability", "Closings", "Miscellaneous", "Expenses", "Employment", "Sales", "General", "Vesting", "Duties", "Base Salary", "Modifications", "Enforceability", "Venues", "Subsidiaries", "Consents", "Insurances", "Withholdings", "Consent To Jurisdiction", "Submission To Jurisdiction", "Benefits", "Anti-Corruption Laws", "Qualifications", "Terms", "No Conflicts", "Sanctions", "Transactions With Affiliates", "Interpretations", "Remedies"], "gold": ["Remedies"]}
+{"input": "As of the date hereof, the authorized common stock of the Company consists of 1,750,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 3,682,762 shares are issued and outstanding; and 1,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .", "references": ["Existence", "Intellectual Property", "Litigations", "Positions", "Expenses", "Confidentiality", "Entire Agreements", "Brokers", "Terms", "Powers", "Assigns", "Interests", "Benefits", "Modifications", "Successors", "Authority", "Waivers", "Insurances", "Defined Terms", "General", "Approvals", "Books", "Records", "Enforceability", "Use Of Proceeds", "Base Salary", "Venues", "Jurisdictions", "Anti-Corruption Laws", "Financial Statements", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement shall commence as of the date of execution and delivery hereof and shall continue until the parties hereto mutually agree to terminate this Agreement; provided, that the parties agree that this Agreement may not be terminated until the Purchaser has satisfied all of its payment obligations to the Owners, the Administrative Agent and the Funding Agents under the Receivables Purchase and Administration Agreement.", "references": ["Authorizations", "Consent To Jurisdiction", "Enforceability", "Change In Control", "Interpretations", "Terminations", "Cooperation", "No Defaults", "Assignments", "Notices", "Litigations", "Fees", "Remedies", "Positions", "Venues", "Books", "Indemnity", "Payments", "Warranties", "Releases", "Non-Disparagement", "Submission To Jurisdiction", "Agreements", "Employment", "Use Of Proceeds", "Intellectual Property", "Anti-Corruption Laws", "Forfeitures", "Specific Performance", "Severability", "Terms"], "gold": ["Terms"]}
+{"input": "Upon and during the continuance of any one or more Events of Default, (i) Agent may, at its option, accelerate and demand payment of all or any part of the Secured Obligations together with a Prepayment Charge and declare them to be immediately due and payable ( provided , that upon the occurrence of an Event of Default of the type described in Section 9.05 , all of the Secured Obligations shall automatically be accelerated and made due and payable, in each case without any further notice or act), (ii) Agent may, at its option, sign and file in any Loan Party\u2019s name any and all collateral assignments, notices, control agreements, security agreements and other documents it deems necessary or appropriate to perfect or protect the repayment of the Secured Obligations, and in furtherance thereof, each Loan Party hereby grants Agent an irrevocable power of attorney coupled with an interest, and (iii) Agent may notify any of any Loan Party\u2019s account debtors to make payment directly to Agent, compromise the amount of any such account on such Loan Party\u2019s behalf and endorse Agent\u2019s name without recourse on any such payment for deposit directly to Agent\u2019s account. Agent may exercise all rights and remedies with respect to the Collateral under the Loan Documents or otherwise available to it under the UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral. The Agent shall be entitled to exercise any and all rights and remedies set forth in the Loan Documents. All Agent\u2019s rights and remedies shall be cumulative and not exclusive.", "references": ["Sales", "Notices", "Assigns", "Integration", "Remedies", "Cooperation", "Anti-Corruption Laws", "Subsidiaries", "Publicity", "Intellectual Property", "Applicable Laws", "Enforcements", "Adjustments", "Vesting", "Financial Statements", "Expenses", "Warranties", "Defined Terms", "Books", "Erisa", "Consent To Jurisdiction", "Litigations", "Confidentiality", "Liens", "Employment", "Waiver Of Jury Trials", "Authorizations", "Tax Withholdings", "Capitalization", "Modifications", "General"], "gold": ["General"]}
+{"input": "This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 10.03 of the Credit Agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, PDF or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.", "references": ["Sales", "Disclosures", "Jurisdictions", "Closings", "Organizations", "Payments", "Titles", "Erisa", "Solvency", "Indemnity", "Representations", "Assignments", "Enforceability", "Warranties", "No Conflicts", "Headings", "Benefits", "Insurances", "Arbitration", "Qualifications", "Waivers", "Miscellaneous", "Expenses", "Governing Laws", "Existence", "Authority", "Positions", "Successors", "No Defaults", "Tax Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Unless waived in writing by the Company, the requirements of this Section 2(g) shall be satisfied only if, prior to the sixtieth (60 th ) day following the date of termination of the Employee\u2019s employment under Section 2(e) or 2(f), (i) the Employee executes a release (\u201cRelease\u201d) by the Employee of all claims, known or unknown, arising on or before the date of the Release against the Company and its officers, directors and employees in the form and manner prescribed by the Company and provided to the Employee (which Release may include cooperation, nondisclosure and confidentiality covenants), and (ii) any applicable period during which the Employee can revoke his or her execution of the Release expires without the Employee revoking such execution. Notwithstanding anything herein to the contrary, the requirements of this Section 2(g) (if not waived in writing by the Company) shall be satisfied only if the Employee executes the Release within any time period required under the terms of the Release.", "references": ["Withholdings", "Applicable Laws", "Entire Agreements", "Powers", "Records", "Counterparts", "Organizations", "Integration", "Titles", "Effectiveness", "Duties", "Indemnifications", "Disability", "Notices", "Compliance With Laws", "Cooperation", "Litigations", "Adjustments", "Agreements", "Submission To Jurisdiction", "Subsidiaries", "Assigns", "Death", "Payments", "Enforcements", "Authority", "Benefits", "Qualifications", "Consents", "Waivers", "Releases"], "gold": ["Releases"]}
+{"input": "Executive hereby expressly confirms Executive\u2019s continuing obligations to Avago pursuant to Executive\u2019s confidential information and inventions assignment agreement with the Company (the \u201c Confidential Information Agreement \u201d).", "references": ["Consent To Jurisdiction", "Representations", "Expenses", "Governing Laws", "Erisa", "Applicable Laws", "Employment", "Releases", "Interests", "Authority", "Disability", "Existence", "Assignments", "Survival", "Modifications", "Defined Terms", "Remedies", "Fees", "Notices", "Cooperation", "Specific Performance", "Disclosures", "Consents", "Effective Dates", "Costs", "Forfeitures", "No Waivers", "Records", "Counterparts", "Indemnifications", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Any Lender may at any time, without the consent of the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or the Borrower\u2019s Affiliates or Subsidiaries or any competitor of the Borrower) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Revolving Credit Loans (including such Lender\u2019s participations in Letters of Credit and/or Swing Line Loans) owing to it); provided that (i) such Lender\u2019s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.", "references": ["Use Of Proceeds", "Costs", "Representations", "Indemnity", "Remedies", "Warranties", "Qualifications", "Submission To Jurisdiction", "Authority", "Consents", "Employment", "Binding Effects", "Capitalization", "Organizations", "Effectiveness", "Records", "Litigations", "Amendments", "Assignments", "Enforceability", "Sales", "Further Assurances", "Successors", "Base Salary", "Insurances", "Powers", "Releases", "Applicable Laws", "Transactions With Affiliates", "Withholdings", "Participations"], "gold": ["Participations"]}
+{"input": "No failure to exercise and no delay in exercising, on the part of any Agent, any Lender or any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.\u00a0\u00a0The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.", "references": ["Closings", "Participations", "Terminations", "Compliance With Laws", "Litigations", "Approvals", "No Defaults", "Integration", "Jurisdictions", "Erisa", "No Conflicts", "Survival", "Assignments", "Organizations", "Adjustments", "Qualifications", "Powers", "Liens", "Venues", "Confidentiality", "Brokers", "Authority", "Benefits", "Modifications", "Tax Withholdings", "Enforcements", "Waivers", "Books", "Employment", "Costs", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement may be executed (including by facsimile or PDF) in two or more counterparts which together shall constitute a single agreement.", "references": ["Successors", "Releases", "Forfeitures", "Sales", "Consents", "Interpretations", "Duties", "Defined Terms", "Subsidiaries", "Confidentiality", "Venues", "Enforceability", "Capitalization", "Waiver Of Jury Trials", "Financial Statements", "Applicable Laws", "General", "Existence", "Waivers", "Authority", "Fees", "Intellectual Property", "Litigations", "Costs", "Interests", "Survival", "Construction", "Warranties", "Entire Agreements", "Transactions With Affiliates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Economic, financial or other sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, or other relevant sanctions authority, including the U.S. and Canada.", "references": ["Adjustments", "Warranties", "Indemnity", "Tax Withholdings", "Base Salary", "Books", "Insurances", "Solvency", "Representations", "Jurisdictions", "Assigns", "Entire Agreements", "Successors", "Consent To Jurisdiction", "Releases", "Brokers", "No Conflicts", "Waivers", "Confidentiality", "General", "Capitalization", "Agreements", "Defined Terms", "Remedies", "Existence", "Arbitration", "Disclosures", "Change In Control", "Assignments", "Intellectual Property", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2014 Fiscal Year, (ii) unaudited interim consolidated financial statements of Company for each Fiscal Month ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) projections satisfactory to the Administrative Agent and the Lenders.", "references": ["Authorizations", "Vesting", "Insurances", "Construction", "Anti-Corruption Laws", "Closings", "Authority", "Amendments", "Interests", "Severability", "Effective Dates", "Fees", "Warranties", "Participations", "Adjustments", "No Conflicts", "Indemnifications", "Terms", "Further Assurances", "General", "Representations", "Use Of Proceeds", "Base Salary", "Applicable Laws", "Transactions With Affiliates", "Assigns", "Titles", "No Defaults", "Notices", "Sanctions", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Performance Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Performance Guaranty.", "references": ["Applicable Laws", "Anti-Corruption Laws", "Organizations", "Costs", "Modifications", "Severability", "Enforcements", "Powers", "Headings", "Further Assurances", "Subsidiaries", "Survival", "Approvals", "No Defaults", "Agreements", "Liens", "Authority", "Transactions With Affiliates", "Effectiveness", "Definitions", "Representations", "Disclosures", "No Waivers", "Insurances", "Submission To Jurisdiction", "Jurisdictions", "Venues", "Existence", "Successors", "No Conflicts", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Xbox Live Incentive Program will commence on January 1, 2018, and will be available until December 31, 2018, unless earlier terminated by Microsoft upon written notice to Publisher (\u201cProgram Term\u201d). Microsoft may change or discontinue the Xbox Live Incentive Program by providing Publisher with [***] advance written notice.", "references": ["Successors", "Enforcements", "Assigns", "Intellectual Property", "Sanctions", "Arbitration", "Employment", "Positions", "Disability", "Duties", "Defined Terms", "Waivers", "Definitions", "Binding Effects", "Agreements", "Forfeitures", "Financial Statements", "Terms", "Effectiveness", "Titles", "Liens", "No Defaults", "Warranties", "Compliance With Laws", "Miscellaneous", "Consent To Jurisdiction", "Change In Control", "Representations", "Venues", "Transactions With Affiliates", "Terminations"], "gold": ["Terminations"]}
+{"input": "Executive shall diligently, and to the best of his ability, perform all such duties normally incident to the position of President and Chief Executive Officer, as well as other duties and responsibilities that may be assigned by the Board of Directors of the Company. Executive will use his best efforts to promote the interests of the Company. As a Cypress employee, Executive is required to follow all of Cypress\u2019 policies, including but not limited to Cypress\u2019 Code of Business Conduct and Ethics.", "references": ["Waivers", "Costs", "Approvals", "Vesting", "Waiver Of Jury Trials", "Terminations", "Cooperation", "Remedies", "Qualifications", "Warranties", "Organizations", "No Conflicts", "Death", "Consents", "Sales", "Books", "Arbitration", "Interests", "Governing Laws", "Closings", "Payments", "Consent To Jurisdiction", "Participations", "Capitalization", "Benefits", "Agreements", "Adjustments", "Effective Dates", "Counterparts", "Compliance With Laws", "Duties"], "gold": ["Duties"]}
+{"input": "During the Employment Period, Executive shall report to the Board of Directors of the Company (the \u201c Board \u201d) and shall have the duties, responsibilities, functions and authority, including administrative, financial, executive and managerial as are customary to the position of Chief Financial Officer. Executive shall serve as a member of the Board and board of directors (or similar governing body) of any other member of the Group as may be requested by the Board.", "references": ["Vacations", "Duties", "Forfeitures", "Amendments", "Litigations", "Participations", "Waiver Of Jury Trials", "Indemnifications", "Headings", "Transactions With Affiliates", "Consents", "Anti-Corruption Laws", "Authority", "Sanctions", "Jurisdictions", "Payments", "Benefits", "No Waivers", "Publicity", "Terminations", "Successors", "Specific Performance", "Severability", "Organizations", "Arbitration", "Defined Terms", "Counterparts", "Solvency", "Employment", "Use Of Proceeds", "Positions"], "gold": ["Positions"]}
+{"input": "This Agreement, all schedules attached hereto and the Escrow Agreement, is intended as the complete and exclusive statement of the agreement between Purchaser and Vendor with respect to the subject matter hereof, and supersede all prior agreements and negotiations related thereto.", "references": ["Governing Laws", "Enforcements", "Applicable Laws", "Integration", "Withholdings", "Financial Statements", "Litigations", "Change In Control", "Compliance With Laws", "Effective Dates", "No Defaults", "Authorizations", "Construction", "Defined Terms", "Releases", "Expenses", "Severability", "Disability", "Base Salary", "Counterparts", "Organizations", "Further Assurances", "Vacations", "Brokers", "Benefits", "Arbitration", "Use Of Proceeds", "Adjustments", "General", "No Waivers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Forty-Two Thousand Dollars ($442,000) per year (\u201c Base Salary \u201d). The Base Salary shall be paid in the same increments as the Company\u2019s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive\u2019s Base Salary shall be reviewed at least annually.", "references": ["Indemnity", "Employment", "Waivers", "Disclosures", "Jurisdictions", "Duties", "Books", "Existence", "Solvency", "Intellectual Property", "Headings", "Fees", "Titles", "Vacations", "Subsidiaries", "Interpretations", "Entire Agreements", "Binding Effects", "Use Of Proceeds", "Consent To Jurisdiction", "Construction", "Survival", "Governing Laws", "Expenses", "Confidentiality", "Closings", "Cooperation", "Counterparts", "Forfeitures", "Benefits", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Subject to the satisfaction of the conditions set forth in Section\u00a07 below and in reliance upon the representations and warranties of Borrowers set forth in Section\u00a08 below, Lenders hereby consent to the consummation of the Specified Acquisition in accordance with the Specified Purchase Agreement (as defined in the Fifth Amendment Side Letter) so long as (x)\u00a0the Specified Acquisition is consummated on or prior to May\u00a031, 2018, (y)\u00a0after giving effect to the consummation of the Specified Acquisition, Excess Availability is not less than $1,000,000 and (z)\u00a0the Purchase Price does not exceed $6,000,000 plus the issuance of a $750,000 letter of credit. This is a limited consent and shall not be deemed to constitute a consent to any other modification of the Loan Documents, and shall not be deemed to prejudice any right or rights which Agent or the Lenders may now have or may have in the future under or in connection with any Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended from time to time.", "references": ["Construction", "Submission To Jurisdiction", "Venues", "Financial Statements", "No Defaults", "Terms", "Compliance With Laws", "Indemnity", "No Conflicts", "Powers", "Integration", "Survival", "Costs", "Consent To Jurisdiction", "Qualifications", "Sanctions", "Use Of Proceeds", "Confidentiality", "Representations", "Warranties", "Waivers", "Duties", "Benefits", "Change In Control", "Expenses", "Governing Laws", "Waiver Of Jury Trials", "Enforceability", "Adjustments", "Effectiveness", "Consents"], "gold": ["Consents"]}
+{"input": "The Company has all requisite corporate power and authority, and has taken all requisite corporate action, to execute and deliver this Agreement, the Registration Rights Agreement and the Voting Agreement (collectively, the \u201c Transaction Documents \u201d), sell and issue the Shares and Additional Shares and carry out and perform all of its obligations under the Transaction Documents.\u00a0 Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (i)\u00a0as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors\u2019 rights generally, (ii)\u00a0as limited by equitable principles generally, including any specific performance and (iii)\u00a0with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such laws.", "references": ["Indemnifications", "Liens", "Headings", "Enforcements", "Approvals", "Interests", "Agreements", "Terminations", "Vacations", "Expenses", "Disclosures", "Effective Dates", "Powers", "Intellectual Property", "Applicable Laws", "Publicity", "Change In Control", "Disability", "Releases", "Representations", "Compliance With Laws", "Financial Statements", "Entire Agreements", "Capitalization", "Costs", "Fees", "Vesting", "Closings", "Assignments", "Terms", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Has the same meaning as for purposes of the Employer\u2019s permanent disability insurance policies which now or hereafter cover the permanent disability of the relevant Participant or, in absence of such policies, means the inability of Participant to work in a customary day-to-day capacity for six (6) consecutive months or for six (6) months within a twelve (12) month period, as determined by the Plan Administrator. In the event of any dispute as to whether Participant has incurred a Disability, Participant shall submit to a physical examination by a licensed physician selected by the Plan Administrator, whose opinion shall be final and binding.", "references": ["Amendments", "Qualifications", "Approvals", "Erisa", "Powers", "Taxes", "Compliance With Laws", "Brokers", "Governing Laws", "Change In Control", "Waiver Of Jury Trials", "Sanctions", "Adjustments", "Effectiveness", "Terms", "Participations", "Warranties", "General", "Use Of Proceeds", "Successors", "Liens", "No Defaults", "Confidentiality", "Definitions", "Consents", "Death", "Payments", "Employment", "Transactions With Affiliates", "Agreements", "Disability"], "gold": ["Disability"]}
+{"input": "Each of the Subsidiary Loan Parties, in its capacity as a guarantor under the Subsidiary Guarantee Agreement and a pledgor under the other Security Documents to which such Subsidiary Loan Party is a party, hereby (i)\u00a0consents to the execution, delivery and performance of this Agreement and agrees that each of the Subsidiary Guarantee Agreement and the other Security Documents to which such Subsidiary Loan Party is a party is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Amendment Effective Date, except that, on and after the Amendment Effective Date, each reference to \u201c Credit Agreement \u201d, \u201c First Lien Credit Agreement \u201d, \u201c thereunder \u201d, \u201c thereof \u201d or words of like import shall, unless the context otherwise requires, mean and be a reference to the Amended and Restated Credit Agreement and (ii)\u00a0confirms that the Security Documents to which each of the Subsidiary Loan Parties is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations.", "references": ["Liens", "Qualifications", "Payments", "No Defaults", "Warranties", "Duties", "Assignments", "Non-Disparagement", "Adjustments", "Use Of Proceeds", "Successors", "Solvency", "Litigations", "Entire Agreements", "Terminations", "Positions", "Transactions With Affiliates", "Construction", "Vesting", "Severability", "Terms", "Governing Laws", "Interests", "Venues", "Representations", "Consent To Jurisdiction", "Releases", "Powers", "Sales", "Costs", "Consents"], "gold": ["Consents"]}
+{"input": "THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "references": ["Venues", "Indemnity", "Subsidiaries", "Anti-Corruption Laws", "Effectiveness", "Qualifications", "Submission To Jurisdiction", "Insurances", "No Waivers", "Disability", "Terminations", "Intellectual Property", "Binding Effects", "Duties", "Sanctions", "Disclosures", "Authority", "Waiver Of Jury Trials", "Survival", "Remedies", "Liens", "Organizations", "Indemnifications", "Costs", "Taxes", "Amendments", "Agreements", "Financial Statements", "Effective Dates", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The rights and obligations of the parties under the provisions of this Agreement that relate to post-termination obligations shall survive and remain binding and enforceable, notwithstanding the expiration of the term of this Agreement, the termination of Executive\u2019s employment with the Company for any reason or any settlement of the financial rights and obligations arising from Executive\u2019s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.", "references": ["Arbitration", "Interpretations", "Subsidiaries", "Disclosures", "General", "Effectiveness", "Venues", "Litigations", "Effective Dates", "Duties", "Expenses", "No Defaults", "Further Assurances", "Terms", "Remedies", "Agreements", "Terminations", "Releases", "Successors", "Enforcements", "Binding Effects", "Use Of Proceeds", "Compliance With Laws", "Titles", "Consent To Jurisdiction", "Closings", "Records", "Tax Withholdings", "Withholdings", "Sanctions", "Survival"], "gold": ["Survival"]}
+{"input": "The Executive agrees that he or she will not make or publish, or cause to be made or published, any statement which is, or may reasonably be considered to be, disparaging of the Company or its Affiliates, or directors, officers or employees of the businesses of the Company or its Affiliates. Nothing contained in this Section 17 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law.", "references": ["Counterparts", "No Defaults", "Submission To Jurisdiction", "Applicable Laws", "Sanctions", "Closings", "Brokers", "Cooperation", "Intellectual Property", "Financial Statements", "Forfeitures", "Disclosures", "Existence", "Records", "Consents", "Interests", "General", "Taxes", "Further Assurances", "Approvals", "Authorizations", "Expenses", "Arbitration", "Insurances", "Sales", "Specific Performance", "Terminations", "Waivers", "Duties", "Titles", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The captions and paragraph headings used in this Agreement are for convenience of reference only and will not affect the construction or interpretation of this Agreement or any of the provisions hereof.", "references": ["Forfeitures", "Cooperation", "Modifications", "Qualifications", "Closings", "Further Assurances", "Arbitration", "Participations", "Effectiveness", "Indemnity", "Payments", "Confidentiality", "Amendments", "Death", "Records", "Positions", "Authorizations", "No Waivers", "Duties", "Construction", "Financial Statements", "Successors", "Warranties", "Taxes", "Base Salary", "Notices", "Costs", "Adjustments", "Capitalization", "Insurances", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement may not be amended or modified except (a)\u00a0by an instrument in writing signed by or on behalf of Willis and WEST or (b)\u00a0by a waiver in accordance with Section 7.01; \u00a0 provided that, any such amendment or waiver by WEST shall have been consented to by the Indenture Trustee (unless the lien of the Indenture has been irrevocably satisfied and discharged in full).", "references": ["Integration", "Further Assurances", "Specific Performance", "Erisa", "Solvency", "Defined Terms", "Qualifications", "Counterparts", "Agreements", "Binding Effects", "Survival", "Miscellaneous", "Cooperation", "Liens", "Duties", "Publicity", "Remedies", "Fees", "Construction", "Costs", "Sanctions", "Enforcements", "Employment", "Titles", "Death", "Venues", "Severability", "Approvals", "Effectiveness", "Indemnifications", "Amendments"], "gold": ["Amendments"]}
+{"input": "The representations and warranties of Buyer contained in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct (without giving effect to any qualifications or limitations as to materiality or material adverse effect set forth therein) as of the SPA Closing Date as though made on the SPA Closing Date (except to the extent such representations and warranties expressly relate to a specified date, in which case as of such specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions or the performance by Buyer of its obligations hereunder .", "references": ["Use Of Proceeds", "Subsidiaries", "Venues", "Warranties", "Expenses", "Qualifications", "Assigns", "Employment", "Consent To Jurisdiction", "Counterparts", "Authorizations", "Withholdings", "Releases", "Capitalization", "Forfeitures", "No Defaults", "Interests", "Positions", "Intellectual Property", "Effectiveness", "Titles", "Taxes", "Disability", "Integration", "Benefits", "Submission To Jurisdiction", "Confidentiality", "Modifications", "Vesting", "Entire Agreements", "Representations"], "gold": ["Representations"]}
+{"input": "Executive shall be entitled to take vacation consistent with Company policy, such vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the proper performance of Executive\u2019s duties hereunder.", "references": ["Further Assurances", "Amendments", "Indemnifications", "Compliance With Laws", "No Defaults", "Brokers", "Remedies", "Intellectual Property", "No Waivers", "Headings", "Liens", "Consents", "Construction", "Transactions With Affiliates", "Defined Terms", "Interpretations", "Confidentiality", "Records", "Books", "Costs", "Severability", "Approvals", "Taxes", "Use Of Proceeds", "No Conflicts", "Binding Effects", "Assignments", "Subsidiaries", "Interests", "Anti-Corruption Laws", "Vacations"], "gold": ["Vacations"]}
+{"input": "The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms \u201c including, \u201d \u201c includes, \u201d \u201c include \u201d and words of like import shall be construed broadly as if followed by the words \u201c without limitation. \u201d The terms \u201c herein, \u201d \u201c hereunder, \u201d \u201c hereof \u201d and words of like import refer to this entire Agreement instead of just the provision in which they are found.", "references": ["Forfeitures", "Effective Dates", "Construction", "Organizations", "Confidentiality", "Adjustments", "Financial Statements", "Authorizations", "Effectiveness", "Terminations", "General", "Survival", "Waiver Of Jury Trials", "Records", "Base Salary", "Fees", "Positions", "Arbitration", "Intellectual Property", "Withholdings", "Waivers", "Authority", "Amendments", "Anti-Corruption Laws", "Assigns", "Cooperation", "Disability", "Applicable Laws", "Warranties", "Releases", "Headings"], "gold": ["Headings"]}
+{"input": "This Plan became effective on May 23, 2007, the date that the Plan was initially approved by the Company\u2019s shareholders (the \u201c Effective Date \u201d). Upon approval of this Plan, the Fiserv, Inc. Stock Option and Restricted Stock Plan terminated on the Effective Date and the Fiserv, Inc. Executive Incentive Compensation Plan terminated on December\u00a031, 2007, and no new awards may be granted under such plans after their respective termination dates; provided that each such plan shall continue to govern awards outstanding as of the date of such plan\u2019s termination and such awards shall continue in force and effect until terminated pursuant to their terms. This Plan was amended and restated effective on May 22, 2013, the date that the amendment and restatement of the Plan was approved by the Company\u2019s shareholders. The Plan was further amended and restated effective as of December 2, 2013 (the \u201c Restatement Date \u201d) to make the adjustments required by the Plan as a result of the two-for-one split of the Stock effective as of the close of business on the Restatement Date (the \u201c Stock Split \u201d). All Share numbers in the Plan have been adjusted to reflect the Stock Split. The Plan was most recently amended and restated effective on February 20, 2018 (the \u201c Second Restatement Date \u201d).", "references": ["Assigns", "Qualifications", "Modifications", "Survival", "Liens", "Agreements", "Amendments", "Enforceability", "Definitions", "Indemnity", "Authority", "Headings", "No Conflicts", "Terminations", "Participations", "Publicity", "Change In Control", "Specific Performance", "Organizations", "Defined Terms", "Brokers", "Consents", "Waiver Of Jury Trials", "Capitalization", "Enforcements", "Erisa", "No Waivers", "Disclosures", "Costs", "Governing Laws", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.", "references": ["Litigations", "Titles", "Use Of Proceeds", "Closings", "Integration", "Terms", "Organizations", "Books", "Transactions With Affiliates", "Binding Effects", "Definitions", "Successors", "Remedies", "Employment", "No Defaults", "Miscellaneous", "Sanctions", "Withholdings", "Interests", "Headings", "Interpretations", "Venues", "Compliance With Laws", "Waivers", "Intellectual Property", "Capitalization", "Tax Withholdings", "Death", "Participations", "Positions", "Severability"], "gold": ["Severability"]}
+{"input": "When all of the Obligations shall have been fully satisfied, the Assignee agrees that the security interest granted hereby shall terminate and it shall forthwith release the Assignor from its Obligations hereunder and the Assignee, at the request and expense of the Assignor, will promptly execute and deliver to the Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Pledge, and all rights, title and interests herein assigned shall revert to the Assignor, and this Pledge shall terminate.", "references": ["Brokers", "Amendments", "Interpretations", "Headings", "Duties", "Authorizations", "Benefits", "Transactions With Affiliates", "Compliance With Laws", "Notices", "No Defaults", "Participations", "Interests", "Records", "Liens", "Applicable Laws", "Indemnifications", "Releases", "Financial Statements", "Approvals", "Qualifications", "Waiver Of Jury Trials", "Construction", "Enforceability", "Jurisdictions", "Cooperation", "Employment", "Indemnity", "Erisa", "Submission To Jurisdiction", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Company and the Restricted Subsidiaries have timely filed all material Tax returns and reports required to be filed, and have paid all material Taxes that are due and payable, except, with respect to payments, those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP (or, in the case of any Restricted Subsidiary organized in a non-U.S. jurisdiction, at its sole discretion, IFRS) and, in the case of returns and payments (without regard to materiality), those the failure of which as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.", "references": ["Death", "Capitalization", "Fees", "Severability", "Consents", "Representations", "Change In Control", "Intellectual Property", "Enforcements", "Benefits", "No Waivers", "Effectiveness", "Terms", "Duties", "No Defaults", "Solvency", "Applicable Laws", "Authority", "Headings", "Disability", "Books", "Waivers", "Brokers", "Liens", "Confidentiality", "Venues", "Successors", "Base Salary", "Enforceability", "Survival", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except as disclosed on Schedule 9.1.6 , there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers, threatened in writing or any ongoing, pending or threatened investigation known to the Borrowers, in each case, in any court or conducted before or by any arbitrator or Governmental Authority, by or against the Borrowers or any Restricted Subsidiary or against any of their respective Properties or revenues that (a) purport to affect or pertain to the Transactions, this Agreement or any other Loan Document, or the extensions of credit contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse Effect.", "references": ["Venues", "Assignments", "Erisa", "Effective Dates", "Enforcements", "Headings", "Indemnifications", "Anti-Corruption Laws", "Counterparts", "Sales", "Defined Terms", "Qualifications", "Change In Control", "Non-Disparagement", "Expenses", "Adjustments", "Withholdings", "Authorizations", "Amendments", "Construction", "Base Salary", "General", "Confidentiality", "Agreements", "Releases", "Waiver Of Jury Trials", "Remedies", "Warranties", "Transactions With Affiliates", "Employment", "Litigations"], "gold": ["Litigations"]}
+{"input": "THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). \u00a0\u00a0\u00a0 The provisions of clauses (b), (c) and (d) of Section 11.14 and Section 11.15 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to those terms.", "references": ["Enforceability", "Disability", "Authorizations", "Successors", "Non-Disparagement", "General", "Survival", "Solvency", "Assignments", "Further Assurances", "Taxes", "Waivers", "No Waivers", "Consent To Jurisdiction", "Disclosures", "Powers", "Litigations", "Enforcements", "Use Of Proceeds", "Authority", "Approvals", "Binding Effects", "Participations", "No Conflicts", "Remedies", "Adjustments", "Indemnity", "Waiver Of Jury Trials", "Qualifications", "Vesting", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic methods of transmission shall be as effective as delivery of a manually executed counterpart hereof. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.", "references": ["Submission To Jurisdiction", "Benefits", "Terminations", "Death", "Terms", "Binding Effects", "Enforcements", "Assigns", "Consents", "Indemnifications", "Change In Control", "Applicable Laws", "Solvency", "Publicity", "Base Salary", "Duties", "Existence", "Construction", "Capitalization", "No Conflicts", "Litigations", "Waivers", "Modifications", "Records", "Withholdings", "General", "Survival", "Headings", "Arbitration", "Financial Statements", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore agree that the Company will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security and in addition to and without prejudice to any other right and remedies that the Company may have for a breach of this Agreement.", "references": ["Payments", "Vesting", "Successors", "Survival", "Definitions", "Existence", "No Waivers", "Releases", "Disability", "Submission To Jurisdiction", "Benefits", "Erisa", "Specific Performance", "Arbitration", "Litigations", "Anti-Corruption Laws", "Assigns", "Liens", "Sanctions", "Waivers", "Capitalization", "Positions", "Base Salary", "Intellectual Property", "Sales", "Binding Effects", "Terminations", "Waiver Of Jury Trials", "Amendments", "Jurisdictions", "Remedies"], "gold": ["Remedies"]}
+{"input": "Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section \u00a011.07 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.", "references": ["Vacations", "Withholdings", "Base Salary", "Effectiveness", "Organizations", "Duties", "Records", "Definitions", "Specific Performance", "Powers", "Fees", "No Defaults", "Insurances", "Liens", "Entire Agreements", "No Conflicts", "Headings", "Existence", "Disclosures", "Payments", "Applicable Laws", "Employment", "Closings", "Binding Effects", "Benefits", "Representations", "Change In Control", "Expenses", "Costs", "Vesting", "Severability"], "gold": ["Severability"]}
+{"input": "Use the proceeds of the Loans and the Letters of Credit (i)\u00a0to refinance Indebtedness of the Borrowers under the Existing Credit Agreement and (ii)\u00a0for general corporate purposes of the Borrowers and their Subsidiaries.", "references": ["Financial Statements", "Organizations", "Assignments", "Miscellaneous", "Survival", "Terminations", "Venues", "Successors", "Remedies", "Enforcements", "Authorizations", "Specific Performance", "Books", "Sanctions", "Governing Laws", "Participations", "Confidentiality", "Base Salary", "Integration", "Assigns", "Warranties", "Benefits", "Modifications", "Defined Terms", "Binding Effects", "Cooperation", "Litigations", "Consents", "Withholdings", "Definitions", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The waiver by Sublandlord or Subtenant of any breach or default of any term, provision, covenant, or condition contained in this Sublease, or the failure of such party to insist on the strict performance by the other party, shall not be deemed to be a waiver of such term, provision, covenant, or condition as to any subsequent breach or default thereof or of any other term, covenant, or condition contained in this Sublease. The acceptance of Rent hereunder by Sublandlord or the payment of Rent hereunder by Subtenant shall not be deemed to be a waiver of any breach or default by Subtenant or Sublandlord, respectively, of any term, provision, covenant, or condition herein, other than the failure of Subtenant to pay the particular rent so accepted, regardless of Sublandlord\u2019s or Subtenant\u2019s respective knowledge of such breach or default at the time of acceptance or payment of rent.", "references": ["Insurances", "Participations", "Effectiveness", "Litigations", "Arbitration", "Transactions With Affiliates", "Waiver Of Jury Trials", "Compliance With Laws", "Base Salary", "Warranties", "Payments", "Waivers", "Intellectual Property", "Survival", "Specific Performance", "Capitalization", "Cooperation", "Applicable Laws", "Releases", "Powers", "Duties", "Further Assurances", "Liens", "Confidentiality", "Interpretations", "Entire Agreements", "Assigns", "Disclosures", "Vesting", "Subsidiaries", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Capitalized terms used in this Agreement are defined in paragraph 10 or elsewhere herein. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Plan.", "references": ["Agreements", "Positions", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Titles", "Use Of Proceeds", "No Waivers", "Definitions", "Indemnifications", "Venues", "Organizations", "Approvals", "Change In Control", "Non-Disparagement", "Applicable Laws", "Interpretations", "Adjustments", "Litigations", "Entire Agreements", "Authority", "Severability", "Governing Laws", "Base Salary", "Fees", "Headings", "Transactions With Affiliates", "Terms", "Books", "Taxes", "Submission To Jurisdiction", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The provisions of this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.", "references": ["Brokers", "Assigns", "Insurances", "Enforceability", "Transactions With Affiliates", "Fees", "Authority", "Waiver Of Jury Trials", "Compliance With Laws", "Closings", "Miscellaneous", "Authorizations", "Expenses", "Assignments", "Qualifications", "Non-Disparagement", "Death", "Warranties", "Amendments", "Waivers", "Litigations", "Defined Terms", "Participations", "Indemnifications", "Costs", "Records", "Disability", "Existence", "Specific Performance", "Venues", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "(a)\u00a0Each Borrower shall make each payment required to be made by it under this Agreement not later than 3:00 P.M. (Local Time) on the day when due in Dollars (or (i) \u00a0with respect to principal, LC Disbursements interest or breakage indemnity due in respect of Advances or Letters of Credit denominated in an Alternative Currency, in such Alternative Currency and (ii) \u00a0with respect to other payments required to be made by it pursuant to Section \u00a02.13 or 9.04 that are invoiced in a currency other than Dollars, shall be payable in the currency so invoiced) to the Administrative Agent at the applicable Administrative Agent\u2019s Office in same day funds, except that payments to be made directly to an Issuing Bank or Swingline Lender as provided herein shall be made to such Issuing Bank or Swingline Lender. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section \u00a02.02(c), 2.13, 2.14, 2.16, 2.17 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section \u00a09.07(f), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the assignor for amounts which have accrued to but excluding the effective date of such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.", "references": ["Brokers", "Tax Withholdings", "Titles", "Applicable Laws", "General", "Specific Performance", "Governing Laws", "Authorizations", "Miscellaneous", "Solvency", "Defined Terms", "Benefits", "Compliance With Laws", "Approvals", "Interests", "Capitalization", "Closings", "Disability", "Consent To Jurisdiction", "Authority", "Publicity", "Modifications", "Counterparts", "Headings", "Indemnifications", "Survival", "Waiver Of Jury Trials", "Enforceability", "Employment", "No Defaults", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.", "references": ["Organizations", "Arbitration", "Tax Withholdings", "Forfeitures", "Solvency", "Remedies", "Positions", "Waivers", "Liens", "Titles", "Publicity", "Brokers", "Agreements", "Binding Effects", "Confidentiality", "Effectiveness", "Participations", "Capitalization", "Intellectual Property", "Fees", "Non-Disparagement", "Effective Dates", "Governing Laws", "Successors", "Consents", "Withholdings", "No Defaults", "Submission To Jurisdiction", "Indemnity", "Releases", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Borrower shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to the Administrative Agent sales, collection, reconciliation and other reports in form satisfactory to the Administrative Agent on a periodic basis (but not more frequently than at the time of delivery of each of the financials required pursuant to Section 5.04(a) and (b) ). Each Borrower shall also provide to the Administrative Agent, on or before the 20th day of each month, a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account\u2019s Account Debtor name and the amount, invoice date and due date as the Administrative Agent may reasonably request. If Accounts owing from any single Account Debtor in an aggregate face amount of $5,000,000 or more cease to be Eligible Accounts, the Borrowers shall notify the Administrative Agent of such occurrence promptly (and in any event within three Business Days) after any Responsible Officer of the Lead Borrower has actual knowledge thereof.", "references": ["Waivers", "Effective Dates", "Duties", "Governing Laws", "Taxes", "Existence", "Counterparts", "Consents", "Modifications", "Financial Statements", "Vacations", "General", "Qualifications", "Arbitration", "Representations", "Headings", "Change In Control", "Titles", "No Conflicts", "Assignments", "No Defaults", "Employment", "Definitions", "Agreements", "Organizations", "Closings", "Brokers", "Disclosures", "Defined Terms", "Insurances", "Records"], "gold": ["Records"]}
+{"input": "(a) Scheduled Termination. Unless previously terminated, each Commitment shall terminate on the Commitment Termination Date applicable to such Commitment.", "references": ["Adjustments", "Modifications", "Enforceability", "Releases", "Erisa", "Approvals", "Applicable Laws", "No Conflicts", "Positions", "Effective Dates", "No Defaults", "Miscellaneous", "Sanctions", "Qualifications", "Closings", "Records", "Assignments", "Compliance With Laws", "Arbitration", "Interests", "Governing Laws", "Anti-Corruption Laws", "Cooperation", "Vacations", "Construction", "Liens", "Payments", "Effectiveness", "Entire Agreements", "Sales", "Terminations"], "gold": ["Terminations"]}
+{"input": "No Borrower will directly or indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except for Permitted Liens.", "references": ["Sales", "General", "Brokers", "Effectiveness", "Severability", "Confidentiality", "Positions", "Venues", "Change In Control", "Subsidiaries", "Terminations", "Terms", "Adjustments", "Records", "Tax Withholdings", "Approvals", "Counterparts", "Specific Performance", "Erisa", "Transactions With Affiliates", "Duties", "Effective Dates", "Modifications", "Interpretations", "Use Of Proceeds", "Defined Terms", "Non-Disparagement", "Compliance With Laws", "No Waivers", "Disability", "Liens"], "gold": ["Liens"]}
+{"input": "The Cash Flow Agent represents and warrants to the ABL Agent and any Additional Agent that it has the requisite power and authority under the Cash Flow Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Cash Flow Secured Parties. The ABL Agent represents and warrants to the Cash Flow Agent and any Additional Agent that it has the requisite power and authority under the ABL Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the ABL Secured Parties. Any Additional Agent represents and warrants to the Cash Flow Agent, the ABL Agent and any other Additional Agent that it has the requisite power and authority under the applicable Additional Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and any Additional Secured Parties represented thereby.", "references": ["Capitalization", "Existence", "Waiver Of Jury Trials", "Qualifications", "Costs", "Authorizations", "Successors", "No Defaults", "Jurisdictions", "Remedies", "Litigations", "Publicity", "Submission To Jurisdiction", "Survival", "Assignments", "Consents", "Financial Statements", "No Conflicts", "Terms", "Severability", "Sanctions", "Effective Dates", "Positions", "Headings", "Defined Terms", "Approvals", "Use Of Proceeds", "Applicable Laws", "Terminations", "Assigns", "Representations"], "gold": ["Representations"]}
+{"input": "To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c)\u00a0of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Company also shall submit a letter of credit application on such Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i)\u00a0subject to the definition of \u201cComputation Date\u201d and Section\u00a02.11(c), the Dollar Amount of the LC Exposure shall not exceed $25,000,000, (ii) subject to the definition of \u201cComputation Date\u201d and Section\u00a02.11(c), the sum of the Dollar Amount of the total Credit Exposures shall not exceed the aggregate Commitments and (iii)\u00a0subject to the definition of \u201cComputation Date\u201d and Section\u00a02.11(c), the Dollar Amount of the aggregate face amount of all Letters of Credit issued and then outstanding by any Issuing Bank shall not exceed the LC Sublimit.", "references": ["Agreements", "Publicity", "Participations", "Terminations", "General", "Confidentiality", "Enforcements", "Jurisdictions", "Disability", "Venues", "Vacations", "Enforceability", "Sanctions", "Erisa", "Brokers", "Defined Terms", "Disclosures", "Assignments", "Effective Dates", "Qualifications", "Compliance With Laws", "Effectiveness", "Arbitration", "Sales", "Adjustments", "Tax Withholdings", "Transactions With Affiliates", "Consent To Jurisdiction", "Anti-Corruption Laws", "Use Of Proceeds", "Amendments"], "gold": ["Amendments"]}
+{"input": "Pipelogic is a limited liability company that is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Invacor has delivered to Buyer true and complete copies of the Pipelogic Organizational Documents, each as amended to date and presently in effect.", "references": ["Publicity", "Sanctions", "Vesting", "Benefits", "Intellectual Property", "Severability", "No Conflicts", "Vacations", "Change In Control", "Effectiveness", "Integration", "Records", "Financial Statements", "Closings", "No Waivers", "Authority", "Death", "Anti-Corruption Laws", "General", "Tax Withholdings", "Construction", "Survival", "No Defaults", "Brokers", "Representations", "Releases", "Expenses", "Indemnity", "Governing Laws", "Capitalization", "Organizations"], "gold": ["Organizations"]}
+{"input": "At any time and from time to time Borrower shall execute and deliver such further instruments and take such further action as may reasonably be requested by Collateral Agent or Lender to make effective the purposes of this Agreement, including the continued perfection and priority of Collateral Agent\u2019s Lender\u2019s security interest in the Collateral.", "references": ["Duties", "Litigations", "Death", "Integration", "No Defaults", "Terms", "Authorizations", "Powers", "Interpretations", "Adjustments", "Forfeitures", "Tax Withholdings", "No Conflicts", "Vesting", "Financial Statements", "Severability", "Intellectual Property", "Benefits", "Positions", "Payments", "Non-Disparagement", "Solvency", "Consents", "Successors", "Amendments", "Expenses", "Employment", "Vacations", "Warranties", "Construction", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Company will reimburse Executive for reasonable travel (including first class air travel), entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive\u2019s duties hereunder, in accordance with the Company\u2019s expense reimbursement policy as in effect from time to time.\u00a0 Executive acknowledges and agrees that any reimbursements to Executive with respect to Executive\u2019s travel from his personal residence to the Company\u2019s offices in San Francisco or with respect to Executive\u2019s lodging in San Francisco will constitute taxable compensation to Executive and will be subject to all applicable withholdings.", "references": ["Solvency", "Headings", "Miscellaneous", "Remedies", "Indemnifications", "Anti-Corruption Laws", "Compliance With Laws", "Effective Dates", "Brokers", "Forfeitures", "Publicity", "Books", "Organizations", "Amendments", "Definitions", "Assignments", "Non-Disparagement", "Consent To Jurisdiction", "Submission To Jurisdiction", "Construction", "Terminations", "No Waivers", "Transactions With Affiliates", "Representations", "Disability", "Enforceability", "Insurances", "Severability", "Modifications", "Erisa", "Expenses"], "gold": ["Expenses"]}
+{"input": "Conduct its business 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 and maintain policies and procedures designed to promote and achieve compliance with such laws.", "references": ["Intellectual Property", "Compliance With Laws", "Payments", "Closings", "Waiver Of Jury Trials", "Interests", "Headings", "Further Assurances", "Tax Withholdings", "Agreements", "Definitions", "Severability", "Terminations", "No Defaults", "Integration", "Use Of Proceeds", "Organizations", "Defined Terms", "No Conflicts", "Sales", "Jurisdictions", "General", "Transactions With Affiliates", "Taxes", "Effective Dates", "Participations", "Indemnity", "Submission To Jurisdiction", "Publicity", "Insurances", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "The provisions of this Section\u00a04.3 shall survive the Closing.\u00a0 Sellers shall prepare a statement of the prorations and adjustments required by this Agreement (the \u201c Joint Closing Statement \u201d) and submit it to Purchaser for approval at least three (3)\u00a0Business Days prior to the Closing Date. \u00a0The items listed below are to be prorated or adjusted as of the close of business on the Closing Date (it being understood that, for purposes of prorations and adjustments, Sellers shall be deemed the owner of the Property on the day immediately preceding the Closing Date and Purchaser shall be deemed the owner of the Property as of the day of the Closing Date (the \u201c Adjustment Date \u201d); provided, however, that in the event any of the Leases provide that a tenant is to directly pay any of the expenses set forth below in this Section\u00a04.3 to a third party other than a Seller, then such amount shall not be prorated).\u00a0 The provisions of this Section\u00a04.3 shall survive the Closing.", "references": ["Entire Agreements", "Disability", "Indemnity", "Vesting", "Effectiveness", "General", "Construction", "Payments", "Subsidiaries", "Forfeitures", "Enforceability", "Submission To Jurisdiction", "Specific Performance", "Interests", "Financial Statements", "Waivers", "Representations", "Releases", "Closings", "Qualifications", "Survival", "Duties", "Approvals", "Jurisdictions", "Venues", "Transactions With Affiliates", "Erisa", "Use Of Proceeds", "Compliance With Laws", "Cooperation", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that it believes constitutes material, non-public information which will not otherwise be disclosed in the 8-K Filing (as defined below). The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in the Cash Warrant Shares and the New Securities. All disclosure furnished by or on behalf of the Company to the Holder in connection with this Agreement regarding the Company, its business and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the Holder has not made and do not make any representations or warranties with respect to the transactions contemplated hereby other than those set forth in Article 3 hereto.", "references": ["Warranties", "Confidentiality", "Miscellaneous", "Adjustments", "Powers", "Enforcements", "Solvency", "Terms", "Brokers", "Agreements", "Entire Agreements", "Jurisdictions", "Venues", "Enforceability", "Counterparts", "Withholdings", "Expenses", "Integration", "Liens", "Sales", "No Waivers", "Anti-Corruption Laws", "Waivers", "Governing Laws", "Vacations", "Successors", "No Defaults", "Litigations", "Closings", "Disability", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Whenever the restrictions applicable to all or a portion of the Restricted Shares lapse under the terms of the Grant Notice or these Terms and Conditions, the Corporation shall notify the Participant of the amount of tax that must be withheld by the Corporation under all applicable federal, state and local tax laws.\u00a0 The Participant agrees to make arrangements with the Corporation to (a) remit the required amount to the Corporation in cash, (b) deliver to the Corporation shares of Common Stock currently held by the Participant (including newly vested shares) with a value equal to the required amount, (c) authorize the deduction of the required amount from the Participant\u2019s compensation, or (d) otherwise provide for payment of the required amount in a manner satisfactory to the Corporation.", "references": ["Interpretations", "Records", "Expenses", "Headings", "Sales", "Authority", "Change In Control", "Waivers", "Adjustments", "Withholdings", "Modifications", "Arbitration", "Positions", "Warranties", "Notices", "Applicable Laws", "No Defaults", "Powers", "Terminations", "No Conflicts", "Successors", "Payments", "Submission To Jurisdiction", "Duties", "Vesting", "Erisa", "Titles", "Financial Statements", "Books", "Litigations", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Plan will be construed and administered in accordance with the internal laws of the State of Illinois to the extent that such laws are not preempted by the laws of the United States of America.", "references": ["Organizations", "Definitions", "Consent To Jurisdiction", "Entire Agreements", "Vacations", "Successors", "Indemnifications", "Warranties", "Insurances", "Positions", "Capitalization", "Releases", "Cooperation", "Sales", "Approvals", "Compliance With Laws", "Anti-Corruption Laws", "Base Salary", "Consents", "Qualifications", "Existence", "Waivers", "Adjustments", "Remedies", "Effectiveness", "Enforceability", "Modifications", "Interpretations", "Intellectual Property", "Fees", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "As of the Repricing Effective Date, each of the representations and warranties relating to any Loan Party set forth in Section 5 below, in Article III of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects on and as of the Repricing Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation and warranty that is qualified as to \u201cmateriality\u201d, \u201cMaterial Adverse Effect\u201d or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on and as of the Repricing Effective Date.", "references": ["Intellectual Property", "Use Of Proceeds", "Representations", "Governing Laws", "Employment", "Submission To Jurisdiction", "Disability", "Consent To Jurisdiction", "Consents", "Enforcements", "Publicity", "Capitalization", "Duties", "Remedies", "Titles", "Venues", "No Waivers", "Waivers", "Indemnity", "Construction", "Participations", "Defined Terms", "Modifications", "Brokers", "Authorizations", "Anti-Corruption Laws", "Effectiveness", "Counterparts", "Transactions With Affiliates", "Base Salary", "Warranties"], "gold": ["Warranties"]}
+{"input": "Except as disclosed to the Administrative Agent by the Borrowers in writing from time to time after the Effective Date, (a)\u00a0Schedule 3.13 sets forth the name and jurisdiction of incorporation, organization or formation of each Subsidiary and the name of a Borrower or other Subsidiary that is the parent of such Subsidiary and the percentage of such Subsidiary owned directly or indirectly by such parent and (b)\u00a0there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options or restricted stock granted to employees or directors and directors\u2019 qualifying shares) of any nature relating to any Capital Stock of any Borrower or any Subsidiary.", "references": ["Indemnity", "Releases", "Successors", "Anti-Corruption Laws", "Fees", "Existence", "Arbitration", "Authority", "Transactions With Affiliates", "Withholdings", "Intellectual Property", "Employment", "No Conflicts", "Modifications", "No Defaults", "Binding Effects", "Non-Disparagement", "Further Assurances", "Use Of Proceeds", "Interests", "Sales", "Assignments", "Enforcements", "Titles", "Financial Statements", "Forfeitures", "Integration", "Consent To Jurisdiction", "Notices", "Expenses", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "(a) The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then owed to each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement (collectively, the \u201c Indemnified Costs \u201d), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent\u2019s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section\u00a07.05 applies whether any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third party.", "references": ["Intellectual Property", "Non-Disparagement", "Authorizations", "No Defaults", "Publicity", "Subsidiaries", "Defined Terms", "Approvals", "Costs", "Effectiveness", "Liens", "Taxes", "Positions", "Successors", "Enforcements", "Consent To Jurisdiction", "Headings", "Solvency", "Miscellaneous", "Amendments", "Base Salary", "Remedies", "Erisa", "Capitalization", "Waivers", "Vacations", "Interpretations", "No Waivers", "Terms", "Assigns", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and any Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Adjustments", "Disclosures", "No Waivers", "Use Of Proceeds", "Representations", "Closings", "Authority", "Assignments", "Records", "Warranties", "Modifications", "Participations", "Authorizations", "Tax Withholdings", "Books", "Successors", "Base Salary", "Powers", "Counterparts", "Publicity", "Specific Performance", "Positions", "Compliance With Laws", "Binding Effects", "Payments", "Remedies", "Notices", "Confidentiality", "Vesting", "Amendments", "Survival"], "gold": ["Survival"]}
+{"input": "In the event that any provision of this GDPA or portion thereof is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision or portion shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this GDPA, while the remainder of this GDPA shall continue in full force and remain in effect according to its stated terms and conditions.", "references": ["No Waivers", "Cooperation", "Expenses", "Participations", "Indemnity", "Entire Agreements", "Interests", "Subsidiaries", "Records", "Representations", "General", "Sales", "Definitions", "Effectiveness", "Disability", "Binding Effects", "Releases", "Costs", "Vesting", "Submission To Jurisdiction", "Disclosures", "Capitalization", "Closings", "Benefits", "Erisa", "Construction", "Organizations", "Effective Dates", "Successors", "Fees", "Severability"], "gold": ["Severability"]}
+{"input": "Amendments, variations, modifications or changes herein may be made effective and binding upon the parties by, and only by, the setting forth of same in a document duly executed by BCX Sponsor and DPF Advisor, and any alleged amendment, variation, modification or change herein which is not so documented shall not be effective as to any party.", "references": ["Miscellaneous", "Financial Statements", "Remedies", "Records", "No Defaults", "Change In Control", "Successors", "Consent To Jurisdiction", "Applicable Laws", "Sales", "Sanctions", "Releases", "Definitions", "Solvency", "Tax Withholdings", "Binding Effects", "Approvals", "No Waivers", "Assigns", "Transactions With Affiliates", "Books", "Terminations", "Titles", "Subsidiaries", "Construction", "Capitalization", "Fees", "Expenses", "Intellectual Property", "Specific Performance", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement may be executed in multiple counterparts which shall be construed together as one instrument. This Agreement, including any amendments thereto, may be executed and delivered by facsimile transmission, with the intention that such facsimile signature and delivery shall have the same effect as an original signature and actual delivery.", "references": ["Existence", "Sanctions", "Vesting", "Base Salary", "Enforceability", "Survival", "Binding Effects", "Interests", "Expenses", "Effective Dates", "Subsidiaries", "Costs", "Miscellaneous", "Defined Terms", "Sales", "Assignments", "Integration", "Taxes", "Warranties", "Indemnity", "Solvency", "Notices", "Powers", "Duties", "Severability", "Assigns", "Litigations", "Liens", "Waivers", "Anti-Corruption Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING\u00a0OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).\u00a0\u00a0EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Death", "Publicity", "Interests", "Terms", "Vesting", "Erisa", "Further Assurances", "Solvency", "Submission To Jurisdiction", "Assigns", "Consents", "Effective Dates", "Governing Laws", "Binding Effects", "Duties", "Enforceability", "Payments", "Expenses", "Authorizations", "Non-Disparagement", "Entire Agreements", "Benefits", "General", "Definitions", "Use Of Proceeds", "Titles", "Capitalization", "Records", "Approvals", "Counterparts", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Company and its subsidiaries shall maintain, or cause to be maintained, all material environmental permits or other governmental\u00a0\u00a0authorizations necessary to conduct their businesses as described in the Prospectus, and the Company and its subsidiaries shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits and other governmental authorizations and under applicable environmental laws, except where the failure to maintain or be in compliance with such permits and other governmental authorizations would not reasonably be expected to have a Material Adverse Change.", "references": ["Duties", "Definitions", "Solvency", "Indemnity", "Litigations", "Survival", "Forfeitures", "Powers", "Capitalization", "No Defaults", "Payments", "Closings", "Notices", "Books", "Amendments", "Waiver Of Jury Trials", "General", "Disclosures", "Defined Terms", "Venues", "Base Salary", "Enforceability", "Successors", "Submission To Jurisdiction", "Sales", "Warranties", "Insurances", "Death", "Withholdings", "Cooperation", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "If any Party learns of an infringement or threatened infringement by a Third Party of any Prothena Licensed Collaboration Patent or Licensed Program Patent, in each case other than a Prothena Platform Patent, in the Territory (including in connection with any Biosimilar Application referencing a Licensed Product (regardless of whether such notice or copy is provided under any Applicable Laws) including under the BPCIA or the United States Patient Protection and Affordable Care Act or its successor provisions, or any similar provisions in a country outside the United States, as applicable) such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement, and following such notification, the Parties shall confer.", "references": ["Subsidiaries", "Disclosures", "Releases", "Brokers", "Defined Terms", "Qualifications", "Specific Performance", "Sales", "Consent To Jurisdiction", "Vesting", "Representations", "Construction", "Counterparts", "Compliance With Laws", "Books", "Authority", "No Waivers", "Assignments", "Approvals", "Forfeitures", "Anti-Corruption Laws", "Cooperation", "Organizations", "Tax Withholdings", "Expenses", "No Defaults", "Modifications", "Authorizations", "Powers", "Effective Dates", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors\u2019 rights generally and by general principles of equity.", "references": ["Miscellaneous", "Venues", "Effectiveness", "No Conflicts", "Waivers", "Vesting", "Approvals", "Indemnifications", "Notices", "Duties", "Sanctions", "Erisa", "Cooperation", "Litigations", "Enforceability", "Survival", "Assignments", "Specific Performance", "Remedies", "Authority", "Authorizations", "Headings", "Disability", "Terms", "Titles", "Effective Dates", "Amendments", "Change In Control", "Construction", "Publicity", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "Notwithstanding anything to the contrary in this Agreement, (a) Seller has advised Buyer that one or more of the Leases and easements listed on Schedule 7.3(d) may require consent to the assignment of such Lease or easement; (b) Seller shall use commercially reasonable efforts to obtain such consents on or prior to the Closing Date; and (c) the failure to obtain such consents shall not be a default by Seller under this Agreement or a breach of Seller\u2019s representations or warranties hereunder; provided, however, that in no event shall this Section 7.3(d) vitiate any of the Net Lease Tenant\u2019s responsibilities under the Net Lease, including, without limitation, the indemnification provisions set forth therein or the Net Lease Guarantor\u2019s obligations under the Net Lease Guaranty.", "references": ["No Waivers", "Sales", "Entire Agreements", "Adjustments", "Brokers", "Severability", "Base Salary", "Organizations", "Fees", "Representations", "Anti-Corruption Laws", "Releases", "Remedies", "Headings", "Authority", "Capitalization", "Tax Withholdings", "Confidentiality", "Terms", "Defined Terms", "Publicity", "Interpretations", "Enforcements", "Forfeitures", "Taxes", "Change In Control", "Authorizations", "Waivers", "Qualifications", "Terminations", "Warranties"], "gold": ["Warranties"]}
+{"input": "Capitalized terms used in this Exhibit and not otherwise defined shall have the meanings given to such terms in the Operating Agreement.", "references": ["Approvals", "Binding Effects", "Existence", "Benefits", "Titles", "Assigns", "Intellectual Property", "No Waivers", "Interests", "No Conflicts", "Organizations", "Enforceability", "Publicity", "Closings", "Notices", "Subsidiaries", "Indemnity", "Taxes", "Sales", "Definitions", "Waiver Of Jury Trials", "Survival", "Brokers", "Liens", "Assignments", "Remedies", "Representations", "Records", "No Defaults", "Agreements", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Employee hereby represents to the Employer that the execution of, and performance of duties under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Employee is a party. The Employee hereby further represents to the Employer that he will not utilize or disclose any confidential information obtained by the Employee in connection with any former employment with respect to his duties and responsibilities hereunder.", "references": ["Survival", "Modifications", "Effectiveness", "Indemnifications", "Liens", "Publicity", "No Waivers", "General", "Costs", "Further Assurances", "Qualifications", "Approvals", "Records", "Disclosures", "Payments", "Financial Statements", "Headings", "Representations", "Enforceability", "Binding Effects", "Governing Laws", "Indemnity", "Tax Withholdings", "Miscellaneous", "Specific Performance", "Forfeitures", "Employment", "Positions", "Integration", "Consents", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware, USA, including all matters of construction, validity and performance, in each case without reference to any conflict of law rules that might lead to the application of the laws of any other jurisdiction.", "references": ["Severability", "Further Assurances", "Arbitration", "Participations", "General", "Terms", "Employment", "Adjustments", "Payments", "Intellectual Property", "Warranties", "Cooperation", "Costs", "Definitions", "Closings", "Organizations", "Sales", "Indemnifications", "Publicity", "Qualifications", "No Conflicts", "Death", "Applicable Laws", "Capitalization", "Binding Effects", "Survival", "Releases", "Benefits", "Representations", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "GUARANTOR HEREBY WAIVES HIS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. GUARANTOR REPRESENTS THAT HE HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES HIS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.", "references": ["Capitalization", "No Waivers", "Transactions With Affiliates", "Forfeitures", "Brokers", "Defined Terms", "Entire Agreements", "Publicity", "Releases", "Remedies", "Governing Laws", "Authority", "Intellectual Property", "Fees", "Venues", "Financial Statements", "Representations", "No Conflicts", "Interests", "Participations", "Confidentiality", "Liens", "Consents", "Definitions", "Cooperation", "Expenses", "General", "Erisa", "Litigations", "Vesting", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes, as determined in the Company's reasonable judgment.", "references": ["Miscellaneous", "Employment", "Positions", "Intellectual Property", "Integration", "Vacations", "Sanctions", "Assigns", "Payments", "Books", "Waiver Of Jury Trials", "Sales", "Adjustments", "Erisa", "Interpretations", "No Defaults", "Definitions", "Governing Laws", "Binding Effects", "Severability", "Confidentiality", "Counterparts", "Representations", "Disclosures", "Arbitration", "Indemnifications", "Capitalization", "Solvency", "Agreements", "Jurisdictions", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "This Intellectual Property Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. \u00a0No modification of or amendment to this Intellectual Property Agreement, nor any waiver of any rights under this Intellectual Property Agreement, will be effective unless in writing signed by the party to be charged. \u00a0Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Intellectual Property Agreement.", "references": ["Sales", "Assignments", "Adjustments", "Effective Dates", "Defined Terms", "Compliance With Laws", "Solvency", "Waiver Of Jury Trials", "Venues", "Titles", "Existence", "Benefits", "Financial Statements", "Confidentiality", "Vesting", "Positions", "Counterparts", "Costs", "Base Salary", "General", "Amendments", "Headings", "Miscellaneous", "Non-Disparagement", "Expenses", "Applicable Laws", "Consent To Jurisdiction", "Warranties", "Tax Withholdings", "Litigations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "A Party\u2019s failure to demand strict performance and compliance with any part of this Agreement during Executive\u2019s employment or thereafter shall not be deemed to be a waiver of such party\u2019s rights under this Agreement or by operation of law. Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.", "references": ["Subsidiaries", "No Waivers", "Insurances", "Vesting", "Terminations", "Further Assurances", "Survival", "Specific Performance", "Entire Agreements", "Litigations", "Interests", "Expenses", "Sales", "Confidentiality", "Withholdings", "Representations", "Vacations", "Venues", "Headings", "Indemnifications", "Authorizations", "Positions", "Warranties", "Participations", "Counterparts", "Governing Laws", "Integration", "No Defaults", "Employment", "Tax Withholdings", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.\u00a0\u00a0A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.", "references": ["Compliance With Laws", "Change In Control", "Consents", "Governing Laws", "Financial Statements", "Non-Disparagement", "Approvals", "Terms", "Definitions", "Disclosures", "Defined Terms", "Existence", "Entire Agreements", "Indemnifications", "Waiver Of Jury Trials", "Modifications", "Subsidiaries", "Cooperation", "Brokers", "Anti-Corruption Laws", "Submission To Jurisdiction", "Books", "Benefits", "Expenses", "Use Of Proceeds", "Payments", "Tax Withholdings", "Consent To Jurisdiction", "Transactions With Affiliates", "Remedies", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as set forth in the SEC Documents, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors) that is required to be disclosed and is not disclosed, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.", "references": ["Duties", "No Conflicts", "Interpretations", "Terminations", "Capitalization", "Jurisdictions", "Qualifications", "Base Salary", "Death", "Waivers", "Agreements", "Insurances", "Headings", "Erisa", "Withholdings", "Survival", "Arbitration", "Integration", "Financial Statements", "Expenses", "Consents", "Positions", "Taxes", "Sanctions", "Use Of Proceeds", "Authority", "Remedies", "Titles", "Adjustments", "Powers", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Company shall employ Executive as Chief Financial Officer & Chief Operating Officer of the Company (\u201c Position \u201d), and Executive accepts such employment commencing on the Effective Date and continuing until terminated in accordance with the termination provisions below (the \u201c Employment Period \u201d).", "references": ["Taxes", "Severability", "Terminations", "Payments", "Vacations", "Authority", "No Conflicts", "Qualifications", "Sales", "Binding Effects", "Specific Performance", "Agreements", "Approvals", "Waiver Of Jury Trials", "Change In Control", "No Waivers", "No Defaults", "Tax Withholdings", "Remedies", "Insurances", "Duties", "Governing Laws", "Existence", "Litigations", "Consent To Jurisdiction", "Counterparts", "Positions", "Subsidiaries", "Solvency", "Applicable Laws", "Employment"], "gold": ["Employment"]}
+{"input": "This Amendment may be executed in any number of counterparts, and by different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which counterparts when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.", "references": ["Capitalization", "Forfeitures", "Litigations", "Participations", "Defined Terms", "Records", "No Conflicts", "Existence", "Positions", "Liens", "Applicable Laws", "Agreements", "Confidentiality", "Anti-Corruption Laws", "Indemnity", "Use Of Proceeds", "Approvals", "Change In Control", "Miscellaneous", "Terminations", "Assignments", "General", "Jurisdictions", "Headings", "Erisa", "Construction", "Costs", "Successors", "Qualifications", "Notices", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "As of the date hereof, the authorized capital stock of the Company is set forth in the Company\u2019s Quarterly Report on Form 10-Q for the quarter ended December 31, 2017. \u00a0Except as disclosed in the SEC Documents (as defined below) or on Schedule 4(c), (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or \"phantom stock\" plans or agreements or any similar plan or agreement. \u00a0The Company has furnished to the Investor true and correct copies of (A) the Company's articles of incorporation, as amended and as in effect on the date hereof (the \" Articles of Incorporation \"), (B) the Company's Bylaws, as amended and as in effect on the date hereof (the \" Bylaws \"), and (C) summaries of the material terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto, which in the case of this clause (C), are not disclosed in any SEC Document or filed as an exhibit thereto.", "references": ["No Conflicts", "Vesting", "Headings", "Binding Effects", "Authority", "Definitions", "Integration", "Duties", "Costs", "Adjustments", "Closings", "Tax Withholdings", "Positions", "Modifications", "Successors", "Qualifications", "Waiver Of Jury Trials", "Non-Disparagement", "Disability", "Indemnifications", "Waivers", "Remedies", "Venues", "Base Salary", "Records", "Existence", "Warranties", "Forfeitures", "Assigns", "Interpretations", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under Section \u00a08.6.4 of the Plan or Section \u00a08(c) hereof.", "references": ["Brokers", "Notices", "Defined Terms", "Death", "Specific Performance", "Applicable Laws", "Interpretations", "Taxes", "Survival", "Payments", "Indemnity", "Adjustments", "Financial Statements", "Qualifications", "General", "Effective Dates", "Erisa", "Assigns", "Employment", "Waivers", "Expenses", "Base Salary", "Consents", "Warranties", "Governing Laws", "Vacations", "Successors", "Definitions", "Insurances", "Terminations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Without prejudice to the survival of any other agreement of the Credit Parties hereunder, the agreements and obligations of the Credit Parties contained in this Section\u00a0shall survive the payment in full of the Obligations and the termination of the Term Loan Commitment.", "references": ["Disability", "Waivers", "Liens", "Construction", "Adjustments", "Consent To Jurisdiction", "Amendments", "Positions", "Severability", "Costs", "Insurances", "Successors", "Sales", "Disclosures", "Enforcements", "Terminations", "No Conflicts", "Qualifications", "Death", "Entire Agreements", "Employment", "Expenses", "Powers", "Anti-Corruption Laws", "Assignments", "Records", "No Waivers", "Financial Statements", "Closings", "Organizations", "Survival"], "gold": ["Survival"]}
+{"input": "For purposes of this Section 3.01 , the term \u201cLender\u201d includes any L/C Issuer and the term \u201capplicable law\u201d includes FATCA.", "references": ["Authorizations", "Entire Agreements", "Non-Disparagement", "Waivers", "Enforceability", "No Defaults", "Expenses", "Brokers", "Submission To Jurisdiction", "Binding Effects", "Headings", "Interests", "Sanctions", "Liens", "Amendments", "Costs", "Effective Dates", "Warranties", "Terminations", "Interpretations", "Agreements", "Jurisdictions", "Consents", "Modifications", "Enforcements", "Positions", "Disclosures", "Records", "Survival", "Insurances", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Borrower fails to pay the\u00a0 principal hereof or interest thereon when due on this\u00a0 Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.", "references": ["Definitions", "Confidentiality", "Entire Agreements", "No Defaults", "Qualifications", "Representations", "Disclosures", "No Waivers", "Subsidiaries", "Further Assurances", "Waivers", "Withholdings", "Sales", "Disability", "Employment", "Venues", "Records", "Warranties", "Assignments", "Remedies", "Death", "Vesting", "Titles", "Adjustments", "Amendments", "Authority", "Sanctions", "No Conflicts", "Benefits", "Releases", "Interests"], "gold": ["Interests"]}
+{"input": "This Agreement has been jointly prepared on the basis of the mutual understanding of the Parties and shall not be construed against either Party by reason of such Party\u2019s being the drafter hereof or thereof.", "references": ["Survival", "Closings", "Agreements", "Tax Withholdings", "Transactions With Affiliates", "Solvency", "Employment", "Terminations", "Approvals", "Amendments", "Powers", "Further Assurances", "Sales", "Modifications", "Erisa", "Headings", "Taxes", "Releases", "Capitalization", "Assigns", "Integration", "Entire Agreements", "Effectiveness", "Jurisdictions", "Payments", "Publicity", "Litigations", "Intellectual Property", "Financial Statements", "Binding Effects", "Construction"], "gold": ["Construction"]}
+{"input": "The term of a SAR shall be determined by the Committee in its sole discretion, but in no event shall the term exceed ten (10) years from the Date of Grant; provided that, each SAR granted in tandem with a Stock Option shall terminate upon the termination or exercise of the related Stock Option.", "references": ["Authority", "Solvency", "Specific Performance", "Disability", "Benefits", "Waiver Of Jury Trials", "Vesting", "Effective Dates", "Positions", "Employment", "Counterparts", "Successors", "Entire Agreements", "Intellectual Property", "Indemnity", "Arbitration", "Forfeitures", "Anti-Corruption Laws", "Headings", "Qualifications", "Withholdings", "Books", "Defined Terms", "No Defaults", "Taxes", "Interests", "Transactions With Affiliates", "Severability", "Applicable Laws", "Vacations", "Terms"], "gold": ["Terms"]}
+{"input": "Notice hereunder shall be given to the Company at its principal place of business, and shall be given to the Grantee at the address set forth below, or in either case at such other address as one party may subsequently furnish to the other party in writing.", "references": ["Waivers", "Severability", "Further Assurances", "Fees", "Counterparts", "Binding Effects", "Closings", "Successors", "Agreements", "Brokers", "Definitions", "Modifications", "Tax Withholdings", "Specific Performance", "Indemnity", "Venues", "Indemnifications", "Use Of Proceeds", "No Waivers", "Forfeitures", "Costs", "No Defaults", "Adjustments", "Powers", "Integration", "Positions", "Authorizations", "Disclosures", "Qualifications", "Assignments", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic mail shall be effective as delivery of manually executed counterpart hereof.", "references": ["Benefits", "No Waivers", "Existence", "Governing Laws", "Intellectual Property", "Financial Statements", "Survival", "Tax Withholdings", "Non-Disparagement", "Disclosures", "Assignments", "Assigns", "Waiver Of Jury Trials", "Sanctions", "Liens", "Releases", "Specific Performance", "Enforcements", "Severability", "Sales", "Costs", "Participations", "Miscellaneous", "Closings", "Publicity", "Cooperation", "No Defaults", "Fees", "Submission To Jurisdiction", "Death", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement shall terminate upon the payment of all amounts due to be paid to the Adviser under Section 3.\u00a0 The Adviser may terminate this Agreement, with or without cause, upon written notice.\u00a0 The Company shall not be entitled to recoup any monies paid to the Adviser as set forth in Section 3 below should Adviser terminate the Agreement from and after the completion of a Transaction.", "references": ["Taxes", "Sanctions", "Vacations", "Positions", "Payments", "Duties", "Sales", "Disability", "Existence", "Interpretations", "Consent To Jurisdiction", "Headings", "Representations", "Anti-Corruption Laws", "Non-Disparagement", "Jurisdictions", "Authorizations", "Submission To Jurisdiction", "Insurances", "Tax Withholdings", "Specific Performance", "Compliance With Laws", "Records", "Effectiveness", "Base Salary", "Employment", "Vesting", "Adjustments", "Governing Laws", "Releases", "Terms"], "gold": ["Terms"]}
+{"input": "All warranties and representations made by or on behalf of Borrower or the Guarantor or any other Loan Party to Agent and/or Lenders shall be true, accurate and complete in all material respects and shall not omit any material fact necessary to make the same not misleading.", "references": ["Participations", "Capitalization", "Records", "Base Salary", "Costs", "Terms", "Employment", "Payments", "Interests", "Change In Control", "Sanctions", "Authority", "Waiver Of Jury Trials", "Compliance With Laws", "Expenses", "Submission To Jurisdiction", "Qualifications", "Modifications", "Arbitration", "Miscellaneous", "Adjustments", "Existence", "Interpretations", "Liens", "Duties", "Remedies", "Intellectual Property", "Assignments", "Effectiveness", "Definitions", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement amends, restates and replaces the Existing Credit Agreement, but does not extinguish the Obligations outstanding under the Existing Credit Agreement or otherwise discharge or release any Loan Party from its obligations (including the Obligations, as defined in the Existing Credit Agreement) arising thereunder, the Liens of Agent created thereby or the priority of any pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or any agreements, documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by instruments executed concurrently herewith.", "references": ["Counterparts", "Interests", "Sanctions", "Base Salary", "Venues", "Expenses", "Books", "Solvency", "Litigations", "Defined Terms", "Consent To Jurisdiction", "Non-Disparagement", "Benefits", "Submission To Jurisdiction", "Change In Control", "Positions", "Severability", "Transactions With Affiliates", "Approvals", "Costs", "Withholdings", "Successors", "No Waivers", "Governing Laws", "Publicity", "Entire Agreements", "No Conflicts", "Construction", "Enforceability", "Insurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Amendment constitutes the entire agreement and understanding between the parties with respect to the subject of this amendment and shall supersede all prior written and oral agreements concerning this subject matter.\u00a0 This Amendment may not be amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of BC Manager and BC Advisor.\u00a0 Each party acknowledges that it has read this Amendment, fully understands all of this Amendment\u2019s terms and conditions, and executes this Amendment freely, voluntarily and with full knowledge of its significance.\u00a0 Each party to this Amendment has had the opportunity to receive the advice of counsel prior to the execution hereof.", "references": ["Expenses", "Arbitration", "Terminations", "Releases", "Effectiveness", "Base Salary", "Defined Terms", "Existence", "Representations", "No Conflicts", "Adjustments", "Assigns", "Records", "Use Of Proceeds", "Vesting", "Interpretations", "Insurances", "Authority", "Positions", "Construction", "Headings", "Consent To Jurisdiction", "Modifications", "Applicable Laws", "Fees", "Sanctions", "Tax Withholdings", "Benefits", "Integration", "Enforcements", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "As used in this Agreement, the terms set forth in this Article\u00a0I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).", "references": ["Defined Terms", "Indemnifications", "Publicity", "Disability", "Capitalization", "Books", "Powers", "Effective Dates", "Positions", "Tax Withholdings", "Litigations", "Fees", "Duties", "Consents", "General", "Waiver Of Jury Trials", "Severability", "Titles", "Releases", "Expenses", "Disclosures", "Headings", "Arbitration", "Transactions With Affiliates", "Terms", "No Waivers", "Anti-Corruption Laws", "Organizations", "Consent To Jurisdiction", "Change In Control", "Definitions"], "gold": ["Definitions"]}
+{"input": "(a)\u00a0No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall: (a)\u00a0waive any of the conditions specified in Section\u00a03.01 without the written consent of all Lenders, (b)\u00a0increase or, subject to Section\u00a02.18, extend the Commitment of any Lender without the written consent of such Lender, (c)\u00a0reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder without the written consent of all Lenders directly affected thereby, (d)\u00a0postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder without the written consent of all Lenders directly affected thereby, (e)\u00a0change the definition of \u201cRequired Lenders\u201d, or the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder without the written consent of all Lenders, (f)\u00a0add any currencies to the definition of Committed Currencies without the written consent of all Lenders directly affected thereby, (g)\u00a0so long as any Designated Subsidiary is a Borrower hereunder, release the Company from its obligations under Section\u00a07.01 without the written consent of all Lenders other than Defaulting Lenders or (h)\u00a0amend this Section\u00a09.01 without the written consent of all Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note.", "references": ["Books", "Disability", "No Waivers", "Venues", "Severability", "Submission To Jurisdiction", "Miscellaneous", "Base Salary", "Anti-Corruption Laws", "Interests", "Definitions", "Releases", "Financial Statements", "No Conflicts", "Tax Withholdings", "Use Of Proceeds", "Vesting", "Existence", "Confidentiality", "Disclosures", "Terms", "Cooperation", "Consent To Jurisdiction", "Further Assurances", "Vacations", "Liens", "Closings", "Capitalization", "Litigations", "Assigns", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement, including any attachments, exhibits or schedules hereto or delivered herewith, represent the entire agreement between the Parties with respect to the subject matter hereof; \u00a0 provided that the [*] shall remain in full force and effect in accordance with its terms. No amendment or modification of the terms of this Agreement shall be binding on either Party unless in writing and signed on behalf of each Party.", "references": ["Withholdings", "Change In Control", "Participations", "Definitions", "Subsidiaries", "Successors", "Anti-Corruption Laws", "Submission To Jurisdiction", "Books", "Base Salary", "Indemnity", "Waiver Of Jury Trials", "Headings", "Closings", "Arbitration", "Specific Performance", "Expenses", "No Conflicts", "Binding Effects", "Construction", "Erisa", "Consent To Jurisdiction", "Consents", "Assigns", "Interpretations", "Fees", "Records", "Warranties", "Miscellaneous", "Solvency", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Each Agent shall have received evidence that the costs and expenses (including reasonable attorneys\u2019 fees) referred to in Section 12.2 , to the extent invoiced in reasonable detail at least one (1) Business Day prior to the Closing Date, shall have been paid in full by Borrower.", "references": ["No Waivers", "Binding Effects", "Miscellaneous", "Defined Terms", "Releases", "Amendments", "Organizations", "Publicity", "Non-Disparagement", "Interests", "Terminations", "Waivers", "Books", "Existence", "Vacations", "Insurances", "Death", "Arbitration", "Base Salary", "Severability", "Venues", "Integration", "Closings", "Disability", "Assignments", "Successors", "Employment", "Cooperation", "Subsidiaries", "Sanctions", "Expenses"], "gold": ["Expenses"]}
+{"input": "(a) Subject to the terms and conditions set forth in this Agreement and the Plan, the right of Employee to receive the Shares shall vest with respect to (i) [25%][one third] of the total number of Shares on February 28, 20__ and (ii) an additional [25%][one third] of the total number of Shares on February 28 of each of the [three][two] succeeding years thereafter; provided that, if not already vested in accordance with the foregoing, the right of Employee to receive the Shares shall become vested upon (i) a termination of Employee\u2019s Continuous Service (as defined in the Plan) by the Company without Cause (as defined below) or by Employee for Good Reason (as defined below) that occurs after the occurrence of a Change in Control (as defined below) or (ii) the termination of Employee\u2019s Continuous Service as a result of Employee\u2019s death or Disability (as defined in the Plan).", "references": ["Consents", "Counterparts", "Insurances", "Construction", "Integration", "Fees", "Assigns", "Books", "Remedies", "Employment", "Interests", "Tax Withholdings", "Applicable Laws", "Change In Control", "General", "Payments", "Approvals", "Effective Dates", "Death", "Financial Statements", "Severability", "No Waivers", "Specific Performance", "Titles", "Capitalization", "Base Salary", "Brokers", "Erisa", "Venues", "Jurisdictions", "Vesting"], "gold": ["Vesting"]}
+{"input": "Each of the Lenders (on behalf of itself and each of its Affiliates) hereby irrevocably appoints CoBank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article \u00a0X are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term \u201cagent\u201d herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.", "references": ["Records", "Base Salary", "Effectiveness", "Construction", "Headings", "Consent To Jurisdiction", "Disclosures", "Modifications", "Amendments", "Intellectual Property", "Publicity", "Notices", "Governing Laws", "Miscellaneous", "Positions", "Adjustments", "Liens", "Employment", "Agreements", "Closings", "Change In Control", "Specific Performance", "Indemnity", "Survival", "No Conflicts", "Costs", "Expenses", "Confidentiality", "Powers", "Insurances", "Authority"], "gold": ["Authority"]}
+{"input": "No Shares or cash shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares or cash.\u00a0\u00a0Upon exercise or vesting of an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations, including, but not limited to, by surrender of the whole number of Shares covered by the Award, if applicable, sufficient to satisfy the applicable tax withholding obligations incident to the exercise or vesting of an Award (limited to avoid, as determined by the Administrator, financial accounting charges under applicable accounting guidance and reduced to the lowest whole number of Shares if such number of Shares withheld would result in withholding a fractional Share with any remaining tax withholding settled in cash) .", "references": ["Non-Disparagement", "Subsidiaries", "Defined Terms", "Forfeitures", "Brokers", "Closings", "Terminations", "Confidentiality", "Authorizations", "Specific Performance", "Adjustments", "Sanctions", "Intellectual Property", "Submission To Jurisdiction", "Headings", "Approvals", "Consent To Jurisdiction", "Severability", "Use Of Proceeds", "Further Assurances", "Interests", "Base Salary", "Assigns", "Venues", "Powers", "No Conflicts", "Effectiveness", "Insurances", "Remedies", "Warranties", "Taxes"], "gold": ["Taxes"]}
+{"input": "Except as otherwise provided herein, this Agreement may not be modified, amended, or supplemented except in a writing executed and delivered by Ascent, Monitronics and the Requisite Consenting Noteholders.", "references": ["Books", "Records", "Litigations", "Taxes", "Insurances", "Costs", "Assignments", "Definitions", "Adjustments", "Counterparts", "Interests", "Brokers", "Survival", "Enforcements", "Interpretations", "Titles", "Warranties", "Use Of Proceeds", "General", "Confidentiality", "Expenses", "Assigns", "Withholdings", "Non-Disparagement", "Consent To Jurisdiction", "Entire Agreements", "Jurisdictions", "No Waivers", "Disclosures", "Binding Effects", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Administrative Agent may at any time resign as Administrative Agent upon thirty (30)\u00a0days\u2019 notice to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower ( provided no such consultation shall be required if an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment prior to the effective date of the resignation that the Administrative Agent gives (the \u201c Resignation Effective Date \u201d), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective.", "references": ["Vacations", "Effectiveness", "Further Assurances", "Severability", "Consent To Jurisdiction", "Terms", "Counterparts", "Interests", "Waivers", "Submission To Jurisdiction", "Sanctions", "Non-Disparagement", "Sales", "Organizations", "Jurisdictions", "Solvency", "Venues", "Financial Statements", "Records", "Authorizations", "Titles", "Subsidiaries", "Payments", "Capitalization", "Vesting", "Enforceability", "Assignments", "Use Of Proceeds", "Intellectual Property", "Indemnity", "Notices"], "gold": ["Notices"]}
+{"input": "The Company will hold one or more closing (each such date, a \u201c Closing Date \u201d). On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $[___________] of Shares and Warrants. The Shares and Warrants will be sold together. Each one share of Common Stock shall entitle a Purchaser to purchase a Warrant to purchase 0.3 shares of Common Stock. Each Purchaser shall deliver to the Company, via wire transfer of immediately available funds, the amount equal to the Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to such Purchaser its Shares and a Warrant as determined pursuant to Sections 2.2(a)(ii), and the Company and such Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.", "references": ["General", "Costs", "Construction", "Subsidiaries", "Further Assurances", "Indemnity", "Powers", "Vesting", "Payments", "Employment", "Specific Performance", "Disability", "Assignments", "Organizations", "Compliance With Laws", "Change In Control", "Adjustments", "Effective Dates", "Solvency", "Litigations", "No Waivers", "Existence", "Confidentiality", "Sales", "Releases", "Warranties", "Intellectual Property", "Agreements", "Records", "Arbitration", "Closings"], "gold": ["Closings"]}
+{"input": "The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of Holdings, the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to Holdings, the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of Holdings, the Borrower or any of its Subsidiaries prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report or any projections delivered under Section 9.18 which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report or any projections delivered under Section 9.18 are necessarily based upon professional opinions, estimates and projections and that Holdings, the Borrower and any its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.", "references": ["Closings", "Tax Withholdings", "Enforcements", "Releases", "Records", "Death", "Authority", "Consents", "Remedies", "Approvals", "Books", "Amendments", "Employment", "Adjustments", "Definitions", "Existence", "Base Salary", "Financial Statements", "Assigns", "Interests", "Confidentiality", "Agreements", "Qualifications", "Sales", "Withholdings", "Compliance With Laws", "No Waivers", "Waivers", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Each Party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed by the Parties in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right each party may have, each Party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.", "references": ["Sales", "Agreements", "Powers", "Fees", "Authority", "Transactions With Affiliates", "Effectiveness", "Adjustments", "Base Salary", "Submission To Jurisdiction", "Taxes", "Integration", "Survival", "Assignments", "Withholdings", "Notices", "Disclosures", "Closings", "Interests", "Representations", "Authorizations", "Employment", "Warranties", "Construction", "Cooperation", "Counterparts", "Use Of Proceeds", "Assigns", "Remedies", "Successors", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "You shall serve as the President and Chief Executive Officer (\u201cCEO\u201d) of the Companies, each of their respective subsidiaries and Parent (the Companies, such subsidiaries and Parent are collectively referred to herein as the \u201cCompany Parties\u201d).", "references": ["Notices", "Indemnity", "Liens", "Financial Statements", "Effective Dates", "Duties", "Closings", "Books", "Solvency", "No Conflicts", "Fees", "Expenses", "Interpretations", "Interests", "Disability", "Representations", "Transactions With Affiliates", "Records", "General", "Warranties", "Venues", "Litigations", "Survival", "Publicity", "Severability", "Forfeitures", "Death", "Modifications", "Amendments", "Releases", "Positions"], "gold": ["Positions"]}
+{"input": "Except as otherwise determined by the Committee in its sole discretion (subject to Section 23 of the Plan) or as otherwise provided in this Section 3 or Section 9, the vesting of the PSs covered hereby shall be subject to (i) the achievement of the performance goals as set forth in the Award Summary (the \u201cPerformance Goals\u201d) as determined by the Committee and (ii) the Employee\u2019s continued employment with the Company or a subsidiary or affiliate through the vesting date indicated on the Award Summary (the \u201cVesting Date\u201d). In the event the achievement of the Performance Goals is \"below threshold\" level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between \"threshold\" and \"target\" level, then no less than 50% and no more than 100% of the Target PSs will vest; and in the event achievement of the Performance Goals is between \"target\" and \"maximum\" level, then no less than 100% and no more than 200% of the Target PSs will vest, in each case as set forth in the Award Summary and subject to the Employee's continued employment through the Vesting Date as described in clause (ii) of the immediately preceding sentence.", "references": ["No Waivers", "Disclosures", "No Conflicts", "Confidentiality", "Change In Control", "Warranties", "Assigns", "Effective Dates", "Remedies", "General", "Costs", "Tax Withholdings", "Jurisdictions", "Solvency", "No Defaults", "Miscellaneous", "Definitions", "Titles", "Base Salary", "Waivers", "Organizations", "Releases", "Adjustments", "Taxes", "Death", "Indemnity", "Closings", "Arbitration", "Indemnifications", "Fees", "Vesting"], "gold": ["Vesting"]}
+{"input": "The execution, delivery and performance by such Obligor of each Loan Document described in Section 5 hereof (and, with respect to the Parent Borrower, Horizon Americas, and Horizon Global, the Term Loan Agreement Fourth Amendment (as defined in the Loan Agreement after giving effect to this Amendment)), and the transactions contemplated hereby or thereby, have been duly authorized by all necessary action, and this Amendment is a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors\u2019 rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.", "references": ["Waivers", "Intellectual Property", "Anti-Corruption Laws", "Payments", "Records", "Modifications", "Successors", "Enforcements", "Applicable Laws", "Solvency", "Confidentiality", "Severability", "Notices", "Consents", "Entire Agreements", "Headings", "Employment", "Venues", "Warranties", "Assignments", "Jurisdictions", "Enforceability", "Erisa", "Remedies", "Sanctions", "Costs", "Titles", "Powers", "Use Of Proceeds", "Integration", "Authority"], "gold": ["Authority"]}
+{"input": "Executive\u2019s health insurance benefits will cease on the last day of the month of the Termination Date, subject to Executive\u2019s right to elect to continue his health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985 (\u201cCOBRA\u201d) until the earliest of (i) twelve months after the Termination Date, or (ii) the date when Executive commences receiving substantially equivalent health insurance coverage in connection with new employment (with such premiums to be reimbursed by the Company as provided in the Employment Agreement). In addition, the Executive shall receive the following payments on the Termination Date: (i) all unpaid salary, and unpaid vacation accrued (if applicable), through the Termination Date, and (ii) any unreimbursed business expenses submitted within 30 days after the Termination Date and in accordance with the Company\u2019s standard reimbursement policies and procedures. Subject to this Separation Agreement, the Employment Agreement, the Indemnification Agreement, the Equity Agreements and/or the Benefit Plans, Executive\u2019s participation in all other benefits and incidents of employment (including, but not limited to, the accrual of vacation and paid time off, and the vesting of stock options and restricted stock units) will cease on the Termination Date.", "references": ["Employment", "Financial Statements", "Assignments", "Disclosures", "Specific Performance", "Withholdings", "Indemnity", "Applicable Laws", "Duties", "Death", "Interpretations", "Change In Control", "Titles", "Assigns", "Waivers", "Sales", "Disability", "Organizations", "Cooperation", "Modifications", "Releases", "Miscellaneous", "Warranties", "Governing Laws", "Anti-Corruption Laws", "Effective Dates", "Jurisdictions", "Fees", "Binding Effects", "Counterparts", "Benefits"], "gold": ["Benefits"]}
+{"input": "If Collateral Agent receives any payment with respect to a Term Loan for the account of the Lenders on or prior to 2:00 p.m.\u00a0(New York time) on any Business Day, Collateral Agent shall pay to each applicable Lender such Lender\u2019s Pro Rata Share of such payment on such Business Day. If Collateral Agent receives any payment with respect to a Term Loan for the account of\u00a0Lenders after 2:00 p.m.\u00a0(New York time) on any Business Day, Collateral Agent shall pay to each applicable Lender such Lender\u2019s Pro Rata Share of such payment on the next Business Day.", "references": ["Existence", "Binding Effects", "Litigations", "Taxes", "Approvals", "Headings", "Definitions", "Waiver Of Jury Trials", "Participations", "Integration", "Fees", "Enforceability", "Agreements", "No Defaults", "Specific Performance", "Compliance With Laws", "No Conflicts", "Organizations", "Death", "Closings", "Severability", "Indemnity", "Intellectual Property", "Expenses", "Financial Statements", "Venues", "Counterparts", "Effective Dates", "Sales", "Terms", "Payments"], "gold": ["Payments"]}
+{"input": "(a)\u00a0\u00a0Keep all Approved Real Property of the Borrower in good working order and condition, ordinary wear and tear excepted.", "references": ["Subsidiaries", "Payments", "Base Salary", "Records", "Positions", "Qualifications", "Headings", "Specific Performance", "Waiver Of Jury Trials", "Survival", "Warranties", "Forfeitures", "Remedies", "Submission To Jurisdiction", "Defined Terms", "Entire Agreements", "Duties", "Assigns", "Non-Disparagement", "Costs", "Severability", "Successors", "Indemnity", "Solvency", "Brokers", "Amendments", "Employment", "Effectiveness", "Organizations", "Disability", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each of Parent and its Subsidiaries owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others except for any such failure to own or have rights, conflict of infringement that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to Parent\u2019s or any Borrower\u2019s knowledge, Intellectual Property Claim threatened in writing with respect to Parent, any of its Subsidiaries or any of their Intellectual Property which could reasonably be expected to result in a Material Adverse Effect. All material Intellectual Property owned, used or licensed by, or otherwise subject to any interests of, Parent or its Subsidiaries is shown on Schedule 9.1.11 (as such Schedule may be updated by Borrowers from time to time at the time of the delivery of a Compliance Certificate in accordance with Section 10.1.2 ). It is understood and agreed that the representation and warranty set forth in this Section 9.1.11 , as it relates to items disclosed on Schedule\u00a09.1.11 , shall be deemed not to have been breached to the extent any information set forth on such Schedule changes, so long as such Schedule is updated to reflect such changes in connection with the next succeeding delivery of a quarterly Compliance Certificate.", "references": ["Interests", "Submission To Jurisdiction", "Warranties", "Vacations", "Existence", "Employment", "Modifications", "Survival", "Indemnifications", "Effective Dates", "Entire Agreements", "Titles", "Defined Terms", "Subsidiaries", "Miscellaneous", "Positions", "Specific Performance", "Duties", "Sales", "Approvals", "Remedies", "Authority", "Powers", "Insurances", "Transactions With Affiliates", "Definitions", "Non-Disparagement", "Effectiveness", "Withholdings", "Organizations", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "In the case of a change in the jurisdiction of organization of the Depositor, or in the case of a change in the \u201clocation\u201d of the Depositor for purposes of Section 9-307 of the UCC, the Depositor must take all actions necessary or reasonably requested by the Issuer, the Administrative Agent or the Indenture Trustee to amend its existing financing statements and continuation statements, and file additional financing statements and to take any other steps reasonably requested by the Issuer, the Administrative Agent or the Indenture Trustee to further perfect or evidence the rights, claims or security interests of any of the Issuer or any assignee or beneficiary of the Issuer\u2019s rights under this Agreement, including the Indenture Trustee on behalf of the Noteholders under any of the Transaction Documents.", "references": ["Payments", "Intellectual Property", "Indemnity", "Further Assurances", "Sales", "Defined Terms", "Powers", "Vacations", "Consents", "Assignments", "Terms", "Duties", "Consent To Jurisdiction", "Effectiveness", "Anti-Corruption Laws", "Existence", "Enforceability", "Miscellaneous", "Litigations", "Entire Agreements", "Disclosures", "Binding Effects", "Representations", "Remedies", "Waivers", "Cooperation", "Benefits", "Survival", "Costs", "Applicable Laws", "Records"], "gold": ["Records"]}
+{"input": "Use the proceeds of the Loans, and the Letters of Credit, solely for working capital purposes, Capital Expenditures, to finance the Willbros Group Acquisition, to refinance existing indebtedness, and for general corporate purposes; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of \u201cpurchasing or carrying\u201d any Margin Stock.", "references": ["Records", "Capitalization", "Vacations", "No Waivers", "Financial Statements", "Insurances", "Death", "Publicity", "Sanctions", "Further Assurances", "Disability", "Disclosures", "Consent To Jurisdiction", "Adjustments", "Tax Withholdings", "Powers", "Releases", "Expenses", "No Defaults", "Change In Control", "Authorizations", "Jurisdictions", "Indemnity", "Closings", "Litigations", "Solvency", "Existence", "Construction", "Modifications", "Erisa", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Executive agrees that the existence and terms of the Agreement, including any compensation paid to Executive, and discussions with Seritage regarding this Agreement, shall be considered confidential and shall not be disclosed or communicated in any manner except: (a)\u00a0as required by law or legal process; (b)\u00a0to Executive's spouse or domestic partner; or (c)\u00a0to Executive's financial/legal advisors, all of whom shall agree to keep such information confidential.", "references": ["Miscellaneous", "Representations", "Modifications", "Taxes", "Non-Disparagement", "Defined Terms", "Authorizations", "Arbitration", "Sales", "Benefits", "Agreements", "Integration", "Litigations", "Vacations", "Closings", "Brokers", "Erisa", "Consent To Jurisdiction", "Participations", "Disclosures", "Amendments", "Effective Dates", "Remedies", "Fees", "Entire Agreements", "Duties", "Subsidiaries", "No Waivers", "Liens", "Further Assurances", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "From time to time, at the reasonable request of the MD Stockholders and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or appropriate to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.", "references": ["Duties", "Organizations", "Consent To Jurisdiction", "Remedies", "No Conflicts", "Adjustments", "Terms", "Anti-Corruption Laws", "No Waivers", "Approvals", "Use Of Proceeds", "Liens", "Interpretations", "Transactions With Affiliates", "Integration", "Defined Terms", "Successors", "Disclosures", "Jurisdictions", "Taxes", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Base Salary", "Enforceability", "Tax Withholdings", "Agreements", "Payments", "Counterparts", "Publicity", "Governing Laws", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Company has filed all quarterly and annual reports, to the best of its knowledge, all other reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the \u201cSEC Documents\u201d). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.", "references": ["Waivers", "Agreements", "Litigations", "Withholdings", "Powers", "Further Assurances", "Construction", "Successors", "Publicity", "Confidentiality", "Warranties", "Solvency", "Interpretations", "Titles", "Consent To Jurisdiction", "Records", "Non-Disparagement", "Specific Performance", "Change In Control", "Vacations", "Cooperation", "Vesting", "Death", "Disability", "Defined Terms", "Base Salary", "Compliance With Laws", "Indemnifications", "Authority", "Waiver Of Jury Trials", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "If the dispute is not resolved by mediation pursuant to Section\u00a015.19(b) , or if the parties fail to agree upon a mediator, within ninety (90)\u00a0days after the Dispute Notice, the dispute shall be settled by arbitration conducted in Austin, Texas which shall be in accordance with the rules and procedures of the American Arbitration Association, and, to the maximum extent applicable, the Federal Arbitration Act (Title 9 of the United States Code). The arbitration of such issues, including the written determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon all parties. The arbitrator shall be empowered to impose sanctions and to take such other actions as the arbitrator shall deem necessary to the same extent a judge could pursuant to the Federal or Texas Rules of Civil Procedure and applicable law. Notwithstanding the foregoing, the arbitrator shall not be authorized to award punitive damages with respect to any such claim or controversy, nor shall any party seek punitive damages relating to any matter under, arising out of or relating to this Agreement in any other forum. Except as otherwise set forth in this Agreement, the cost of any arbitration hereunder, including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees involved including reasonable attorneys\u2019 fees incurred by the party determined by the arbitrator to be the prevailing party shall be paid by the party determined by the arbitrator not to be the prevailing party, or otherwise allocated in an equitable manner as determined by the arbitrator. The parties shall instruct the arbitrator to render its decision no later than ninety (90)\u00a0days after the submission of the dispute.", "references": ["Consents", "Anti-Corruption Laws", "Further Assurances", "No Waivers", "Remedies", "Liens", "Governing Laws", "Successors", "Subsidiaries", "Authority", "Taxes", "Financial Statements", "Indemnity", "Vesting", "Enforceability", "Terminations", "Applicable Laws", "Qualifications", "Use Of Proceeds", "Benefits", "Expenses", "Erisa", "Capitalization", "Interests", "Existence", "Venues", "Definitions", "Publicity", "Indemnifications", "Sanctions", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Amendment may be executed in multiple counterparts.", "references": ["Titles", "Indemnifications", "Subsidiaries", "Notices", "Severability", "Submission To Jurisdiction", "Financial Statements", "Terminations", "Payments", "Waivers", "Indemnity", "Disability", "Sales", "No Waivers", "Jurisdictions", "Compliance With Laws", "Enforceability", "Qualifications", "Representations", "Consent To Jurisdiction", "Assignments", "Publicity", "Tax Withholdings", "Successors", "Solvency", "Fees", "Benefits", "Entire Agreements", "Specific Performance", "Consents", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If during the term of this Sublease, one party and/or one of its affiliates (collectively, the \"Recipient\") acquires from the other party and/or one of its affiliates (collectively, the \"Disclosing Party\") information that includes, in whole or in part, Confidential Information (as defined below), the parties recognize and acknowledge that (a) all such Confidential Information is the property of the Disclosing Party (and in some cases the property of former, current or prospective clients, customers, or accounts or investors of the Disclosing Party); (b) the use, misappropriation, or disclosure of the Confidential Information would constitute a breach of trust, privacy obligations, and privilege, and could cause irreparable injury to the Disclosing Party; and (c) it is essential to the protection of the Disclosing Party's goodwill and to the maintenance of the Disclosing Party's competitive position and privilege that the Confidential Information be kept confidential and that the Recipient not disclose and take reasonable steps to protect the confidentiality of the Confidential Information and not use the Confidential Information to the Recipient's own advantage or the advantage of persons or entities (other than the Disclosing Party). The parties understand that \"Confidential Information\" means any proprietary information, financial data, technical data, client information, employment data, know-how, or any other business information disclosed by one party, or otherwise known to the other party, whether directly or indirectly, in writing or orally.", "references": ["Amendments", "Modifications", "Indemnifications", "Anti-Corruption Laws", "Adjustments", "Interests", "Use Of Proceeds", "Powers", "Qualifications", "Insurances", "Positions", "Warranties", "Employment", "Organizations", "Definitions", "Erisa", "Consents", "Transactions With Affiliates", "Terms", "Successors", "Change In Control", "Disability", "Records", "Litigations", "Terminations", "Assignments", "Defined Terms", "Titles", "Base Salary", "Cooperation", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement is binding on the parties and their respective successors, permitted assigns, heirs and legal representatives. Without limiting the foregoing, the terms of this Agreement shall be binding on the Insured\u2019s estate, administrators, personal representatives and heirs. This Agreement may be assigned or transferred by the Bank to any party to which the Bank assigns or transfers the Policy. The Bank agrees to maintain an executed counterpart of this Agreement as an official record of the Bank.", "references": ["Titles", "No Conflicts", "Miscellaneous", "Defined Terms", "Successors", "Subsidiaries", "Fees", "Definitions", "Waiver Of Jury Trials", "Remedies", "Non-Disparagement", "Consent To Jurisdiction", "Further Assurances", "Use Of Proceeds", "Duties", "Forfeitures", "Amendments", "Entire Agreements", "Terminations", "Indemnifications", "Severability", "Venues", "Capitalization", "Payments", "Modifications", "Vesting", "Organizations", "Jurisdictions", "Liens", "Authority", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "(a) Each Loan Party has the requisite power and authority and the legal right to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit made or deemed made hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and in case of the Borrowers, to authorize the extensions of credit made or deemed made hereunder on the terms and conditions of this Agreement.", "references": ["Brokers", "Disability", "Specific Performance", "Subsidiaries", "Titles", "Headings", "Sanctions", "Enforceability", "Confidentiality", "Participations", "Litigations", "General", "Construction", "Miscellaneous", "Books", "Financial Statements", "Enforcements", "Assignments", "No Conflicts", "Indemnifications", "Liens", "Vesting", "Benefits", "Adjustments", "Taxes", "Notices", "Waivers", "Powers", "Disclosures", "Severability", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement shall be construed under and be governed in all respects by the laws of the State of California, without giving effect to the conflict of laws principles thereof.", "references": ["Titles", "Use Of Proceeds", "Disability", "Construction", "Financial Statements", "Employment", "Specific Performance", "Liens", "No Defaults", "Definitions", "Indemnity", "Benefits", "Agreements", "Effective Dates", "Change In Control", "Entire Agreements", "Approvals", "Enforceability", "Successors", "Non-Disparagement", "Fees", "Capitalization", "Records", "Releases", "No Waivers", "Defined Terms", "Participations", "Costs", "Interests", "Authorizations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "(a)\u00a0Keep all property material to the conduct of and necessary in its business in good working order and condition, ordinary wear and tear, casualty and condemnation excepted and (b)\u00a0maintain with insurance companies that the Company believes (in the good faith judgment of the management of the Company) are financially sound and reputable insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually (as determined in the good faith judgment of the management of the Company) insured against in the same general area by similarly situated companies engaged in the same or a similar business; provided that workers compensation and/or health insurance may be maintained with captive insurance Subsidiaries. Each such policy of liability or casualty insurance maintained by or on behalf of the Company and the Loan Parties will (i)\u00a0in the case of each liability insurance policy (other than workers\u2019 compensation, director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder and (ii)\u00a0provide for at least 30 days\u2019 (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy.", "references": ["Counterparts", "Submission To Jurisdiction", "Compliance With Laws", "Publicity", "Employment", "Tax Withholdings", "Assigns", "Modifications", "Base Salary", "Authorizations", "Remedies", "Applicable Laws", "Interests", "Death", "Use Of Proceeds", "Vacations", "Erisa", "Terms", "Entire Agreements", "Titles", "Agreements", "Organizations", "Indemnity", "Brokers", "Taxes", "Solvency", "Fees", "Existence", "Vesting", "Enforceability", "Insurances"], "gold": ["Insurances"]}
+{"input": "No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 11.3 shall be null and void, ab initio .", "references": ["Entire Agreements", "Waivers", "Closings", "Withholdings", "Survival", "Representations", "Transactions With Affiliates", "Successors", "Financial Statements", "Miscellaneous", "General", "Taxes", "Effectiveness", "Subsidiaries", "Venues", "No Conflicts", "Existence", "Change In Control", "Submission To Jurisdiction", "Death", "Fees", "Jurisdictions", "Use Of Proceeds", "Amendments", "Headings", "Cooperation", "Vesting", "Forfeitures", "Capitalization", "Insurances", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys\u2019 fees and costs, and to exercise all other rights granted by law.", "references": ["Notices", "Enforceability", "Approvals", "Employment", "Arbitration", "Sales", "Closings", "Adjustments", "Solvency", "Indemnity", "Anti-Corruption Laws", "Terminations", "Indemnifications", "Costs", "Cooperation", "Confidentiality", "Base Salary", "Books", "Warranties", "Liens", "No Defaults", "General", "Further Assurances", "Titles", "Representations", "Jurisdictions", "Insurances", "Effectiveness", "Authorizations", "Waiver Of Jury Trials", "Remedies"], "gold": ["Remedies"]}
+{"input": "Other than the purchase of the Note, Seller will not enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction (a)\u00a0does not result in a Default hereunder, (b)\u00a0is in the ordinary course of Seller\u2019s business and (c)\u00a0is upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm\u2019s length transaction with a Person which is not an Affiliate, or make a payment that is not otherwise permitted by this Section\u00a06.16 to any Affiliate.", "references": ["Withholdings", "Insurances", "Construction", "No Conflicts", "Consent To Jurisdiction", "Authorizations", "Applicable Laws", "Existence", "Adjustments", "Miscellaneous", "Arbitration", "Integration", "Interpretations", "Indemnity", "Sanctions", "Further Assurances", "Vacations", "Vesting", "Forfeitures", "Assigns", "Waivers", "Jurisdictions", "Specific Performance", "Waiver Of Jury Trials", "Subsidiaries", "Amendments", "Confidentiality", "Disclosures", "Erisa", "Successors", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Purchaser could become liable or obligated.", "references": ["Amendments", "Entire Agreements", "Employment", "Positions", "Waivers", "Counterparts", "Vacations", "Defined Terms", "Headings", "Forfeitures", "Remedies", "Miscellaneous", "Insurances", "Integration", "Expenses", "Benefits", "Existence", "Publicity", "Terms", "Enforceability", "Non-Disparagement", "Disclosures", "Withholdings", "Indemnity", "Assignments", "Costs", "Indemnifications", "Waiver Of Jury Trials", "Litigations", "Definitions", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. each of the parties hereto hereby consents to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Palm Beach county, STATE OF FLORIDA, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated herein, and hereby waives, and agrees not to assert, as a defense in any action for the interpretation or enforcement hereof, that it is not subject thereto or that such action may not be brought or is not maintainable in said courts or that the venue thereof may not be applicable or that this Agreement may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action shall be heard and determined in said courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute.", "references": ["No Waivers", "Construction", "Indemnifications", "Fees", "Consent To Jurisdiction", "Assignments", "Remedies", "Vacations", "Records", "Tax Withholdings", "Payments", "Indemnity", "Subsidiaries", "Change In Control", "Intellectual Property", "Confidentiality", "Anti-Corruption Laws", "Headings", "Authority", "Waiver Of Jury Trials", "Erisa", "Powers", "Vesting", "Enforcements", "Representations", "Agreements", "Death", "Costs", "Severability", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement constitutes and embodies the entire and complete understanding and agreement of the parties with respect to Executive\u2019s employment by the Corporation, supersedes all prior understandings and agreements, if any, whether oral or written, between Executive and the Corporation, including, without limitation, the Prior Agreement, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged.\u00a0 The invalidity or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement.\u00a0 No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.", "references": ["Notices", "Effective Dates", "Publicity", "Venues", "Construction", "Insurances", "Liens", "Interpretations", "Tax Withholdings", "Confidentiality", "Integration", "Binding Effects", "Amendments", "Litigations", "Approvals", "Terms", "Brokers", "Enforceability", "Transactions With Affiliates", "Expenses", "Subsidiaries", "Authority", "Withholdings", "Assignments", "Benefits", "No Defaults", "Financial Statements", "Participations", "Change In Control", "Powers", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "No event or circumstance has occurred or exists that constitutes a Default or Event of Default.\u00a0\u00a0No Obligor is in material default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a material default, under any Material Contract other than as is being Properly Contested.", "references": ["Cooperation", "Qualifications", "Insurances", "Venues", "Terms", "Authorizations", "Forfeitures", "Further Assurances", "Entire Agreements", "Intellectual Property", "Successors", "Indemnifications", "Disability", "Effective Dates", "Consent To Jurisdiction", "Indemnity", "Benefits", "Amendments", "Modifications", "Sanctions", "Integration", "Terminations", "Miscellaneous", "Submission To Jurisdiction", "Headings", "Approvals", "Liens", "Definitions", "Base Salary", "Books", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Employer or, in the case of the Employer, at its main offices, attention of the Board, and shall be effective on the date of delivery in person or by courier or three (3) days after the date mailed.", "references": ["Consent To Jurisdiction", "Anti-Corruption Laws", "Base Salary", "Construction", "Titles", "Submission To Jurisdiction", "Liens", "Sanctions", "Erisa", "Modifications", "Non-Disparagement", "Qualifications", "Counterparts", "Withholdings", "Taxes", "Successors", "Approvals", "Enforceability", "Binding Effects", "Indemnifications", "Solvency", "Waivers", "Brokers", "Assigns", "Adjustments", "Cooperation", "Warranties", "Benefits", "Amendments", "Transactions With Affiliates", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and shall be binding upon all parties and their respective permitted successors and assigns, and all of which taken together shall constitute one and the same agreement.", "references": ["Specific Performance", "Headings", "Submission To Jurisdiction", "Withholdings", "Defined Terms", "Books", "Interpretations", "Fees", "Assigns", "No Waivers", "Payments", "Waiver Of Jury Trials", "Enforceability", "Integration", "No Defaults", "Intellectual Property", "Non-Disparagement", "Survival", "Death", "Sales", "Change In Control", "Vesting", "Benefits", "Brokers", "Disability", "Records", "Vacations", "Entire Agreements", "Liens", "Cooperation", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Employee acknowledges that the services to be rendered by the Employee are unique and personal. Accordingly, the Employee may not assign any of the Employee\u2019s duties or obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Employee, the Employee\u2019s estate and beneficiaries. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.", "references": ["Costs", "Assigns", "Books", "Terminations", "Qualifications", "Brokers", "Approvals", "Death", "Notices", "Withholdings", "Remedies", "Entire Agreements", "Anti-Corruption Laws", "Interpretations", "Agreements", "Erisa", "Effectiveness", "Participations", "Specific Performance", "Representations", "Tax Withholdings", "Publicity", "Solvency", "Submission To Jurisdiction", "Further Assurances", "Titles", "Employment", "Insurances", "Authorizations", "Successors", "Assignments"], "gold": ["Assignments"]}
+{"input": "Broadfin represents and warrants to the Company that (a)\u00a0Broadfin has the corporate power and authority to execute this Agreement and to bind it hereto, (b)\u00a0this Agreement has been duly and validly authorized, executed and delivered by Broadfin, constitutes a valid and binding obligation and agreement of Broadfin, and is enforceable against Broadfin in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c)\u00a0the execution, delivery and performance of this Agreement by Broadfin does not and will not (i)\u00a0violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Broadfin, or (ii)\u00a0result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give rise to any right of termination, amendment, acceleration or cancellation under, any organizational document or any agreement or instrument to which Broadfin is a party or by which it is bound and (d)\u00a0as of the date of this Agreement (prior to the consummation of the Financing), Broadfin beneficially owns 4,278,819 shares of Common Stock.", "references": ["Consent To Jurisdiction", "Brokers", "Participations", "Capitalization", "Modifications", "Venues", "Use Of Proceeds", "Counterparts", "Specific Performance", "Anti-Corruption Laws", "Binding Effects", "Survival", "Transactions With Affiliates", "Insurances", "Duties", "Solvency", "Assigns", "Tax Withholdings", "Non-Disparagement", "Subsidiaries", "General", "Vacations", "Waivers", "Sanctions", "Powers", "Interests", "Employment", "Jurisdictions", "Titles", "Vesting", "Representations"], "gold": ["Representations"]}
+{"input": "In case one or more provisions of this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable Legal Requirement, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.\u00a0\u00a0The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.", "references": ["Applicable Laws", "Arbitration", "Adjustments", "No Conflicts", "Releases", "Insurances", "Costs", "Tax Withholdings", "Qualifications", "Successors", "Effectiveness", "Assignments", "Counterparts", "Participations", "Further Assurances", "Duties", "Payments", "Venues", "Taxes", "Solvency", "Cooperation", "Liens", "Headings", "Non-Disparagement", "Change In Control", "Terminations", "Employment", "Agreements", "Representations", "Warranties", "Severability"], "gold": ["Severability"]}
+{"input": "In the event of the Employee\u2019s death, such employment shall terminate on the date of death.", "references": ["Insurances", "Intellectual Property", "Sales", "Taxes", "Publicity", "Financial Statements", "Books", "Defined Terms", "Existence", "Survival", "Tax Withholdings", "Definitions", "Erisa", "Assignments", "Vesting", "No Defaults", "Severability", "Disclosures", "Positions", "Terminations", "Transactions With Affiliates", "Entire Agreements", "Counterparts", "Approvals", "Arbitration", "General", "Jurisdictions", "Records", "No Waivers", "Sanctions", "Death"], "gold": ["Death"]}
+{"input": "The closing of the transactions contemplated by this Agreement shall occur at two separate closings: A first closing as set forth in Section 2.02(a) (the \u201cFirst Closing\u201d) and a second closing as set forth in Section 2.02(b) (the \u201cSecond Closing\u201d and, together with the First Closing, the \u201cClosings\u201d and each, individually, a \u201cClosing\u201d).", "references": ["Capitalization", "Cooperation", "Fees", "Change In Control", "Arbitration", "Intellectual Property", "Transactions With Affiliates", "Releases", "Benefits", "Miscellaneous", "Anti-Corruption Laws", "Positions", "No Waivers", "Assigns", "Taxes", "Notices", "Non-Disparagement", "Defined Terms", "Participations", "Modifications", "Publicity", "Disclosures", "Disability", "Warranties", "Vesting", "Agreements", "Existence", "Use Of Proceeds", "Waiver Of Jury Trials", "Records", "Closings"], "gold": ["Closings"]}
+{"input": "Seller shall reimburse Agent and each Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser\u2019s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Purchaser and/or Agent (which such counsel may be employees of any Purchaser or Agent) with respect thereto and with respect to advising any Purchaser and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser on demand for any and all costs and expenses of Agent, and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.", "references": ["Liens", "Use Of Proceeds", "Benefits", "Adjustments", "Titles", "Insurances", "Assigns", "Warranties", "Litigations", "Non-Disparagement", "Vacations", "General", "Subsidiaries", "Authority", "Indemnifications", "Costs", "Interests", "Headings", "Sales", "Releases", "Interpretations", "Disability", "Withholdings", "Intellectual Property", "Confidentiality", "Closings", "Erisa", "Sanctions", "Jurisdictions", "Waivers", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without regard to conflicts or choice of law principles that would require application of the laws of another jurisdiction, and applicable United States federal law.", "references": ["Consent To Jurisdiction", "Enforceability", "Payments", "Withholdings", "Erisa", "Death", "Positions", "Qualifications", "Adjustments", "General", "Non-Disparagement", "Anti-Corruption Laws", "Organizations", "Existence", "Compliance With Laws", "Survival", "Effectiveness", "Warranties", "Disclosures", "Liens", "Fees", "Participations", "Submission To Jurisdiction", "No Defaults", "Use Of Proceeds", "Consents", "Titles", "Books", "Headings", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In the performance of Services or the provision of Licensed Software pursuant to this Agreement, Licensor shall comply with the requirements of all applicable laws, ordinances, and regulations of the United States or any state, country, or other governmental entity. Licensor shall indemnify, defend, and hold GM harmless from and against any and all claims, actions, or damages arising from or caused by Licensor's failure to comply with the foregoing.", "references": ["Successors", "Jurisdictions", "Participations", "Intellectual Property", "Survival", "Notices", "Sanctions", "Severability", "Interests", "Authority", "General", "Records", "Representations", "Integration", "Enforcements", "Closings", "Effectiveness", "Brokers", "Adjustments", "Taxes", "Further Assurances", "Submission To Jurisdiction", "Venues", "No Conflicts", "Benefits", "Insurances", "Liens", "Costs", "Agreements", "Confidentiality", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.", "references": ["Representations", "Waivers", "Headings", "Erisa", "Organizations", "Forfeitures", "Warranties", "Taxes", "Jurisdictions", "Participations", "Governing Laws", "Existence", "Insurances", "Tax Withholdings", "Remedies", "Books", "Construction", "Releases", "Further Assurances", "Expenses", "Authorizations", "Modifications", "Powers", "Capitalization", "Counterparts", "Litigations", "Indemnifications", "Adjustments", "Use Of Proceeds", "Terms", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and disbursements, or losses suffered by the Escrow Agent in connection with any action, suit, or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.", "references": ["Effective Dates", "No Waivers", "Qualifications", "Liens", "Assignments", "Capitalization", "Governing Laws", "Consents", "Construction", "Litigations", "Tax Withholdings", "Further Assurances", "Releases", "Waiver Of Jury Trials", "Change In Control", "Cooperation", "Entire Agreements", "Successors", "Payments", "No Conflicts", "Remedies", "Disability", "Warranties", "Anti-Corruption Laws", "Sanctions", "Amendments", "Assigns", "Books", "Definitions", "Venues", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "This Lease may be executed in any number of identical counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.", "references": ["Construction", "Sanctions", "Withholdings", "Titles", "Litigations", "Confidentiality", "Use Of Proceeds", "No Conflicts", "Anti-Corruption Laws", "Intellectual Property", "Insurances", "Indemnity", "Publicity", "Existence", "Interests", "Forfeitures", "Consent To Jurisdiction", "Integration", "Submission To Jurisdiction", "Enforcements", "Financial Statements", "Death", "Applicable Laws", "No Defaults", "Closings", "General", "Change In Control", "Binding Effects", "Erisa", "Waiver Of Jury Trials", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement shall be construed in accordance with and governed by the laws of the Hong Kong SAR.", "references": ["Notices", "Duties", "Indemnifications", "Death", "Liens", "Intellectual Property", "Representations", "Severability", "Disability", "Payments", "Transactions With Affiliates", "Powers", "Effective Dates", "Submission To Jurisdiction", "Enforceability", "Subsidiaries", "Financial Statements", "Binding Effects", "Specific Performance", "Compliance With Laws", "Agreements", "Counterparts", "Capitalization", "Disclosures", "Benefits", "Applicable Laws", "Titles", "Remedies", "Records", "Further Assurances", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Subject to Section\u00a06.7(b) , nothing contained herein shall prohibit or in any way limit any First Lien Representative or any other First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Lien Representative or any other Second Lien Claimholder, including the seeking by any Second Lien Representative or any other Second Lien Claimholder of adequate protection or the asserting by any Second Lien Representative or any other Second Lien Claimholder of any of its rights and remedies under the Second Lien Loan Documents or otherwise.", "references": ["Consent To Jurisdiction", "Authorizations", "Tax Withholdings", "Definitions", "Capitalization", "Vesting", "Applicable Laws", "Submission To Jurisdiction", "Solvency", "Effective Dates", "Powers", "Positions", "Closings", "Sanctions", "Publicity", "No Defaults", "Sales", "Fees", "Notices", "Assignments", "Vacations", "Survival", "Base Salary", "Arbitration", "Agreements", "Indemnifications", "General", "Employment", "Compliance With Laws", "Further Assurances", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit as the applicant thereof for the support of its or its Subsidiaries\u2019 obligations, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, at any time and from time to time during the Revolving Credit Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the applicable Issuing Lender shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i)\u00a0to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, (ii)\u00a0in any manner that would result in a violation of any Sanctions by any party to this Agreement or (iii)\u00a0in any manner that would result in a violation of one or more policies of such Issuing Lender applicable to letters of credit generally.", "references": ["Fees", "Brokers", "Interests", "Counterparts", "Miscellaneous", "Compliance With Laws", "Cooperation", "Closings", "Costs", "Waivers", "Non-Disparagement", "Releases", "Construction", "Organizations", "Death", "Base Salary", "Titles", "Specific Performance", "Forfeitures", "Remedies", "Modifications", "Submission To Jurisdiction", "Use Of Proceeds", "Terminations", "Adjustments", "Notices", "No Waivers", "Books", "Consents", "Approvals", "General"], "gold": ["General"]}
+{"input": "Effective as of the Effective Date, the Company shall employ Executive, and Executive shall accept such employment and perform services for the Company, upon the terms and conditions set forth in this Agreement.", "references": ["Records", "Financial Statements", "Specific Performance", "Governing Laws", "Vesting", "Vacations", "Submission To Jurisdiction", "Representations", "Change In Control", "Brokers", "Capitalization", "Counterparts", "Agreements", "Defined Terms", "Effectiveness", "Consents", "Waiver Of Jury Trials", "Subsidiaries", "Adjustments", "Remedies", "Books", "Successors", "Enforceability", "Benefits", "Notices", "Authorizations", "Interpretations", "Organizations", "Assignments", "Effective Dates", "Employment"], "gold": ["Employment"]}
+{"input": "Maker shall maintain a system of accounting and reserves in accordance with GAAP, has filed and shall file each tax return required of it, and has paid and shall pay when due, unless disputed in good faith by Maker, each tax, assessment, fee, charge, fine and penalty imposed by any taxing authority upon it or any of its assets, income or franchises, as well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the normal course of business.", "references": ["Non-Disparagement", "Employment", "Expenses", "Indemnifications", "Successors", "Publicity", "Entire Agreements", "Subsidiaries", "Headings", "Consent To Jurisdiction", "Further Assurances", "Construction", "Intellectual Property", "Indemnity", "Organizations", "Notices", "Titles", "Books", "Authority", "Venues", "Releases", "No Waivers", "Interpretations", "Financial Statements", "Change In Control", "Waiver Of Jury Trials", "Applicable Laws", "Defined Terms", "Capitalization", "Integration", "Taxes"], "gold": ["Taxes"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).\u00a0 EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Agreements", "Releases", "Titles", "Representations", "Assigns", "Construction", "Powers", "Vesting", "Definitions", "Confidentiality", "Compliance With Laws", "Remedies", "Change In Control", "Venues", "Vacations", "Expenses", "Jurisdictions", "Applicable Laws", "Erisa", "Successors", "Modifications", "Books", "Records", "Further Assurances", "Notices", "Liens", "Consents", "Capitalization", "Defined Terms", "Consent To Jurisdiction", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Each Borrower, the Administrative Agent and each Lender hereby (a)\u00a0covenants and agrees not to elect a trial by jury of any issue triable by a jury, and (b) waives any right to trial by jury and any right to claim consequential, punitive, incidental or special damages fully to the extent that any such right shall now or hereafter exist. This waiver of right to trial by jury and right to claim consequential, punitive, incidental or special damages is separately given by each Borrower, the Administrative Agent and each Lender, knowingly and voluntarily, and this waiver is intended to encompass individually each instance and each issue as to which the right to a jury trial or the right to claim consequential, punitive, incidental or special damages would otherwise accrue. The Borrowers, the Administrative Agent and the Lenders are hereby authorized and requested to submit this Agreement to any court having jurisdiction over the subject matter and the parties hereto, so as to serve as conclusive evidence of each herein contained waiver of the right to jury trial and right to claim consequential, punitive, incidental or special damages. Further, each Borrower hereby certifies that no representative or agent of the Administrative Agent or any Lender (including the Administrative Agent\u2019s counsel) has represented, expressly or otherwise, to the undersigned that the Administrative Agent or Lenders will not seek to enforce this provision waiving the right to a trial by jury or any right to claim consequential, punitive, incidental or special damages.", "references": ["Withholdings", "Survival", "Amendments", "Arbitration", "Integration", "Severability", "Records", "Further Assurances", "Agreements", "Enforceability", "Base Salary", "Terminations", "Waivers", "Non-Disparagement", "Solvency", "Sanctions", "No Conflicts", "Organizations", "Warranties", "Cooperation", "Expenses", "No Waivers", "Subsidiaries", "Employment", "Assigns", "Anti-Corruption Laws", "Modifications", "Compliance With Laws", "Venues", "General", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule\u00a03.21 , (a)\u00a0the Borrower and each of its Subsidiaries owns, or possesses the right to use, all Intellectual Property reasonably necessary in the operation of their respective businesses, (b)\u00a0to the knowledge of the Borrower, the Borrower and its Subsidiaries are not interfering with, infringing upon, misappropriating or otherwise violating Intellectual Property of any person, and (c)\u00a0(i)\u00a0no claim or litigation regarding any of the Intellectual Property owned by the Borrower and its Subsidiaries is pending or, to the knowledge of the Borrower, threatened and (ii)\u00a0to the knowledge of the Borrower, no claim or litigation regarding any other Intellectual Property described in the foregoing clauses (a)\u00a0and (b)\u00a0is pending or threatened.", "references": ["Venues", "Representations", "Insurances", "Disclosures", "Successors", "Expenses", "Notices", "Financial Statements", "Counterparts", "Definitions", "Confidentiality", "Agreements", "Qualifications", "Transactions With Affiliates", "General", "Modifications", "Sanctions", "Submission To Jurisdiction", "Liens", "Enforcements", "Tax Withholdings", "Vesting", "Change In Control", "Indemnity", "Interests", "Organizations", "Death", "Miscellaneous", "Authority", "Specific Performance", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "You cannot exercise the Options until they have vested.", "references": ["Costs", "Approvals", "Taxes", "Non-Disparagement", "Use Of Proceeds", "Arbitration", "Construction", "Sales", "Authorizations", "Consent To Jurisdiction", "General", "No Conflicts", "Definitions", "Survival", "Subsidiaries", "Tax Withholdings", "Organizations", "Specific Performance", "Entire Agreements", "Powers", "Anti-Corruption Laws", "Positions", "Base Salary", "Change In Control", "Agreements", "Benefits", "Releases", "Sanctions", "Intellectual Property", "Authority", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Agreement, the First Lien Loan Documents and the Second Lien Loan Documents represent the entire agreement of the Grantors, the First Lien Claimholders and the Second Lien Claimholders with respect to the subject matter hereof and thereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof.\u00a0 There are no promises, undertakings, representations or warranties by the First Lien Claimholders or the Second Lien Claimholders relative to the subject matter hereof and thereof not expressly set forth or referred to herein or therein.\u00a0 In the event of any conflict between the provisions of this Agreement and the provisions of the First Lien Loan Documents or the Second Lien Loan Documents, the provisions of this Agreement shall govern and control; provided that the foregoing shall not be construed to limit the relative rights and obligations as among the First Lien Claimholders or as among the Second Lien Claimholders; as among the First Lien Claimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement, and as among the Second Lien Claimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement.", "references": ["Withholdings", "Records", "Vacations", "Entire Agreements", "Titles", "Subsidiaries", "Participations", "Construction", "Severability", "Assigns", "Effectiveness", "Closings", "Adjustments", "Venues", "Headings", "Effective Dates", "Amendments", "Compliance With Laws", "Indemnifications", "Interests", "Solvency", "General", "Cooperation", "No Conflicts", "Benefits", "Arbitration", "Positions", "Transactions With Affiliates", "Payments", "Expenses", "Integration"], "gold": ["Integration"]}
+{"input": "The parties hereto agree that any judicial proceeding with respect to this Note may be brought in any court of competent jurisdiction in the State of New York and irrevocably waive any objection they may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The parties hereto waive personal service of process and consent that service of process may be made by certified or registered mail, return receipt requested, at the relevant address specified or determined in accordance with the provisions of Section 5.01(a), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. THE BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING ANY CLAIM IN RESPECT OF THIS LOAN.", "references": ["Vesting", "Construction", "Transactions With Affiliates", "Fees", "Venues", "Interests", "Effective Dates", "Publicity", "Solvency", "Applicable Laws", "Amendments", "Approvals", "Binding Effects", "Miscellaneous", "No Waivers", "Anti-Corruption Laws", "Positions", "Notices", "Sales", "Expenses", "Titles", "Integration", "Insurances", "General", "Cooperation", "Disclosures", "Erisa", "Records", "Releases", "Compliance With Laws", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The amount \u201c200%\u201d set forth in Section 4(k) of the January Securities Purchase Agreement is hereby amended to be \u201c100%\u201d (equal to 3,407,654 shares of Common Stock (subject to proportionate adjustment for any stock split, dividend, stock combination, recapitalization or other similar transaction) as of the date of this Amendment), until the earlier of the Stockholder Approval Date (as amended pursuant to Section 2 of this Amendment) or the Stockholder Meeting Deadline (as amended pursuant to Section 2 of this Amendment), after which the number \u201c100%\u201d therein shall be amended to be \u201c200%\u201d automatically and without any further action on the parties to this Amendment required. The Holder hereby waives any Event of Default (as defined in the January Notes) that may have arisen on or prior to the date of this Amendment solely as a result of the Company failing to reserve the Required Reserve Amount (as in effect prior to this Amendment). The foregoing waiver shall not apply to any Event of Default occurring after the date of this Amendment.", "references": ["Death", "Cooperation", "Disclosures", "Representations", "Insurances", "Severability", "Approvals", "Counterparts", "Withholdings", "Definitions", "Assigns", "Anti-Corruption Laws", "Powers", "Non-Disparagement", "Sanctions", "Applicable Laws", "Defined Terms", "Integration", "Successors", "Entire Agreements", "Consent To Jurisdiction", "Payments", "Vesting", "Venues", "Base Salary", "No Waivers", "Benefits", "Use Of Proceeds", "Capitalization", "Intellectual Property", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be signed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.", "references": ["Severability", "Powers", "Indemnity", "Construction", "Intellectual Property", "Further Assurances", "Titles", "Approvals", "Taxes", "No Waivers", "Definitions", "Base Salary", "Effective Dates", "Tax Withholdings", "Non-Disparagement", "Sanctions", "Death", "Disability", "Indemnifications", "Authority", "Liens", "Modifications", "Financial Statements", "Subsidiaries", "Disclosures", "Withholdings", "Specific Performance", "Waivers", "Brokers", "Headings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a)\u00a0 \u00a0 Payments Free of Taxes .\u00a0 Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law.\u00a0 If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.", "references": ["Indemnity", "Financial Statements", "Headings", "Brokers", "Defined Terms", "Consents", "Interests", "Notices", "Assigns", "Anti-Corruption Laws", "Successors", "Disability", "Intellectual Property", "Employment", "Enforcements", "Organizations", "Amendments", "Terminations", "Existence", "Capitalization", "Participations", "Further Assurances", "Benefits", "Enforceability", "No Defaults", "Transactions With Affiliates", "Authority", "Records", "Warranties", "Construction", "Taxes"], "gold": ["Taxes"]}
+{"input": "No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, and no Purchaser shall have any obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.22 that may be due in connection with the transactions contemplated by the Transaction Documents.", "references": ["Withholdings", "Notices", "Disability", "Employment", "Consents", "Authorizations", "Indemnity", "Releases", "Change In Control", "Approvals", "Solvency", "Existence", "Erisa", "Powers", "Litigations", "Death", "No Defaults", "Integration", "Closings", "Remedies", "Authority", "Amendments", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Vacations", "No Waivers", "Miscellaneous", "Specific Performance", "Construction", "General", "Fees"], "gold": ["Fees"]}
+{"input": "You agree to keep the existence and terms of this Agreement confidential (unless it is made public by the Company) provided that (1)\u00a0you are authorized to make any disclosure required of you by any federal, state or local laws or judicial proceedings, after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law), (2)\u00a0you and your representatives and agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment or structure, and (3)\u00a0you may disclose this Agreement in connection with any action by you to enforce this Agreement.", "references": ["Qualifications", "Liens", "Adjustments", "Solvency", "No Conflicts", "No Defaults", "Enforceability", "Disability", "Sales", "Duties", "Waiver Of Jury Trials", "Representations", "Insurances", "Entire Agreements", "Costs", "Withholdings", "Waivers", "Warranties", "Interests", "Further Assurances", "Titles", "Positions", "Definitions", "Integration", "Confidentiality", "Books", "Notices", "Vacations", "Transactions With Affiliates", "Assigns", "Agreements"], "gold": ["Agreements"]}
+{"input": "Each of the Consolidated Companies have filed or caused to be filed all declarations, reports and tax returns which are required to have been filed, and has paid all taxes, custom duties, levies, charges and similar contributions (\u201ctaxes\u201d in this Section 6.12 ) shown to be due and payable on said returns or on any assessments made against it or its properties, and all other taxes, fees or other charges imposed on it or any of its properties by any governmental authority (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided in its books); and to the knowledge of the Borrowers, no tax liens have been filed and no claims are being asserted with respect to any such taxes, fees or other charges.", "references": ["Costs", "Interpretations", "Headings", "Waiver Of Jury Trials", "Organizations", "Erisa", "Positions", "No Waivers", "Sales", "Severability", "Successors", "Assignments", "Survival", "Solvency", "Enforceability", "Books", "Non-Disparagement", "Tax Withholdings", "Counterparts", "Insurances", "Base Salary", "Indemnity", "Confidentiality", "Assigns", "No Defaults", "Vesting", "Authority", "Terminations", "Indemnifications", "Applicable Laws", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each Credit Party and each Restricted Subsidiary thereof has duly filed or caused to be filed all federal and state income Tax returns and all other material federal, state, provincial, territorial, local and other Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state income Taxes and all other material federal, state, local and other Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Restricted Subsidiary). Such returns accurately reflect in all material respects all liability for all applicable Taxes of the related Credit Party or Restricted Subsidiary thereof for the periods covered thereby. As of the Restatement Date, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of the Tax liability of any Credit Party or any Restricted Subsidiary thereof other than those set forth on Schedule 8.6 . No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Restricted Subsidiary thereof with respect to unpaid Taxes which has not been discharged or resolved (other than (a)\u00a0any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b)\u00a0Permitted Liens). As of the Restatement Date, the charges, accruals and reserves on the books of each Credit Party and each Restricted Subsidiary thereof in respect of federal, state, local and other Taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Restricted Subsidiary thereof and ended prior to the Restatement Date are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional Taxes or assessments for any of such years.", "references": ["Sales", "Amendments", "Definitions", "Miscellaneous", "Vesting", "Arbitration", "Death", "Authority", "Erisa", "Qualifications", "Governing Laws", "Financial Statements", "Interests", "Successors", "No Conflicts", "Taxes", "Books", "No Waivers", "Tax Withholdings", "Closings", "Non-Disparagement", "Indemnifications", "Assignments", "Further Assurances", "Organizations", "Insurances", "Withholdings", "Waivers", "Disability", "Brokers", "Payments"], "gold": ["Payments"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed original; such counterparts shall together constitute but one agreement. Facsimile and/or digitally transmitted signatures shall be sufficient to bind the Parties and shall in all respects be treated in court proceedings or otherwise as the legal equivalent of an original signature.", "references": ["Survival", "No Defaults", "Further Assurances", "Forfeitures", "Indemnifications", "Assignments", "Subsidiaries", "Indemnity", "Venues", "Payments", "Construction", "Death", "General", "Effective Dates", "Records", "Remedies", "Expenses", "Entire Agreements", "Sales", "Integration", "Base Salary", "Tax Withholdings", "Brokers", "Capitalization", "Representations", "Fees", "No Waivers", "Erisa", "Costs", "Warranties", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Amounts shall only be payable if y ou deliver to Silvercrest an original, signed release of claims relating to your employment by Silvercrest or the termination of such employment occurring up to the release date, in a form substantially the same as Silvercrest uses for senior executive officers (the \u201c Release \u201d).\u00a0\u00a0Silvercrest shall deliver the Release to y ou within ten (10) calendar days of y ou r Termination Date and y ou must deliver to Silvercrest an executed and enforceable Release , and the period for you to revoke the Release must have expired without your having revoked it, no later than sixty (60) calendar days after your Termination Date (the \u201c Release Deadline \u201d).\u00a0\u00a0Payment of the amounts described in Section 5 shall commence no earlier than the date on which yo u deliver to Silvercrest and do not revoke an executed and enforceable release as described herein.\u00a0\u00a0Payment of any severance or benefits that are not exempt from Code Section 409A shall be delayed until the Release Deadline, irrespective of when you execute the Release; provided, however, that where your Termination Date and the Release Deadline occur within the same calendar year, the payment may be made up to thirty (30) calendar days prior to the Release Deadline, and provided further that where your Termination Date and the Release Deadline occur in two separate calendar years, payment may not be made before the later of January 1 of the second year or the date that is thirty (30) calendar days prior to the Release Deadline.\u00a0\u00a0As part of the Release, you shall affirm that you (i) have advised Silvercrest , in writing, of any facts of which you are aware that constitute or might constitute a violation of any ethical, legal, or contractual standards or obligations of Silvercrest or any a ffiliate, and (ii) are not aware of any existing or threatened claims, charges, or lawsuits that y ou ha ve not disclosed to Silvercrest. \u00a0\u00a0The Release shall not require you to release your claim to payments pursuant to Section 5, your right to indemnification and continued liability insurance coverage as described in Section 10, or your rights as a shareholder of Silvercrest Asset Management Group Inc. or as a limited partner of Silvercrest L.P. , and shall not impose any restrictive covenants upon your activities after termination in excess of those set forth in this Agreement.", "references": ["Binding Effects", "Survival", "Applicable Laws", "Venues", "Definitions", "Enforceability", "Capitalization", "Jurisdictions", "Qualifications", "Vesting", "Duties", "Submission To Jurisdiction", "Participations", "Cooperation", "Withholdings", "Authority", "No Conflicts", "Tax Withholdings", "No Defaults", "Arbitration", "No Waivers", "Notices", "Defined Terms", "Non-Disparagement", "Sales", "Confidentiality", "Terms", "Liens", "Erisa", "Publicity", "Releases"], "gold": ["Releases"]}
+{"input": "The Company shall be entitled to deduct and withhold from any amounts owing from the Company or any of its subsidiaries to Executive under this Agreement, any United States federal, state, or local or non-United States withholding taxes, excise taxes, or employment taxes imposed with respect to Executive\u2019s compensation or other payments from the Company or any of its subsidiaries under this Agreement.", "references": ["Venues", "Tax Withholdings", "Warranties", "Transactions With Affiliates", "Vacations", "No Waivers", "Death", "Publicity", "Taxes", "Records", "Entire Agreements", "Agreements", "Headings", "Expenses", "Disability", "Remedies", "Sanctions", "Authorizations", "Compliance With Laws", "Litigations", "Assigns", "Titles", "Enforceability", "Assignments", "Capitalization", "No Conflicts", "Non-Disparagement", "Closings", "Submission To Jurisdiction", "Duties", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Historical Statements .", "references": ["Representations", "Sanctions", "Existence", "Waivers", "Consents", "Expenses", "Positions", "Integration", "Severability", "Definitions", "Powers", "Solvency", "Books", "Capitalization", "Adjustments", "Use Of Proceeds", "Participations", "Interests", "Releases", "Effective Dates", "Payments", "Miscellaneous", "Brokers", "Publicity", "Records", "Base Salary", "Applicable Laws", "No Conflicts", "Forfeitures", "Cooperation", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the obligation of Lender to provide extensions of credit hereunder has not expired or been terminated.", "references": ["Specific Performance", "Benefits", "Representations", "Waiver Of Jury Trials", "Notices", "Consent To Jurisdiction", "Assignments", "Expenses", "Construction", "Applicable Laws", "Death", "Authority", "Sales", "Approvals", "Tax Withholdings", "Liens", "Terminations", "Titles", "Arbitration", "Defined Terms", "Binding Effects", "Interests", "Effectiveness", "Intellectual Property", "Enforcements", "Change In Control", "Anti-Corruption Laws", "No Waivers", "Assigns", "Remedies", "Survival"], "gold": ["Survival"]}
+{"input": "No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Disability", "Amendments", "Headings", "Miscellaneous", "Titles", "Representations", "Non-Disparagement", "Specific Performance", "Governing Laws", "Powers", "Capitalization", "Integration", "Waivers", "Intellectual Property", "Consents", "Enforcements", "Erisa", "Interpretations", "Waiver Of Jury Trials", "Death", "Subsidiaries", "Records", "Sanctions", "Costs", "Books", "Terms", "Counterparts", "Effective Dates", "Warranties", "Defined Terms", "Successors"], "gold": ["Successors"]}
+{"input": "The Company shall bear all expenses included in administering this Plan, including expenses of issuing Common Stock pursuant to any Awards hereunder.", "references": ["Participations", "Severability", "Duties", "Adjustments", "Terms", "Brokers", "Death", "Waiver Of Jury Trials", "Base Salary", "Approvals", "Enforceability", "Indemnity", "Confidentiality", "Headings", "Waivers", "Governing Laws", "Submission To Jurisdiction", "Change In Control", "Solvency", "Authority", "Titles", "Erisa", "Disclosures", "Subsidiaries", "Indemnifications", "Further Assurances", "Organizations", "No Waivers", "Taxes", "Records", "Costs"], "gold": ["Costs"]}
+{"input": "The undersigned [Grantor][Senior-Priority Secured Party][Junior-Priority Secured Party] hereby agrees, for the enforceable benefit of all existing and future Senior-Priority Secured Parties and Junior-Priority Secured Parties that the undersigned is [(and the [Senior-Priority][Junior-Priority] Secured Parties represented by it are)] bound by the terms, conditions and provisions of the Intercreditor Agreement to the extent set forth therein.", "references": ["Payments", "Warranties", "Authority", "Participations", "Solvency", "Records", "Confidentiality", "Qualifications", "General", "Indemnity", "Indemnifications", "Tax Withholdings", "Publicity", "Organizations", "Powers", "Construction", "Fees", "Litigations", "Expenses", "Closings", "Headings", "Brokers", "Successors", "Remedies", "Jurisdictions", "Effectiveness", "Arbitration", "Representations", "Positions", "Binding Effects", "Agreements"], "gold": ["Agreements"]}
+{"input": "Each of the Borrower and the Subsidiary Loan Parties has valid fee simple title to, or valid leasehold interests in, or easements or other limited property interests in, all of its Real Properties and valid title to its personal property and assets, in each case, except for Permitted Liens or defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes, in each case, except where the failure to have such title, interest or easement would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than\u00a0Permitted Liens.", "references": ["Solvency", "Payments", "Definitions", "Authorizations", "Representations", "Authority", "Tax Withholdings", "Fees", "Sales", "Litigations", "Participations", "Adjustments", "Duties", "Organizations", "Death", "Indemnity", "Costs", "Books", "Titles", "Effective Dates", "Agreements", "Transactions With Affiliates", "Closings", "Notices", "Governing Laws", "Applicable Laws", "Financial Statements", "Existence", "Binding Effects", "Remedies", "Liens"], "gold": ["Liens"]}
+{"input": "This Sixth Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto.", "references": ["Specific Performance", "Participations", "Severability", "Vesting", "Miscellaneous", "Insurances", "Sales", "Effectiveness", "Tax Withholdings", "Assignments", "Successors", "Anti-Corruption Laws", "Compliance With Laws", "Assigns", "Closings", "Construction", "Powers", "Death", "Books", "Intellectual Property", "Taxes", "Interpretations", "Modifications", "Warranties", "Further Assurances", "Governing Laws", "Notices", "Sanctions", "Consent To Jurisdiction", "Use Of Proceeds", "Agreements"], "gold": ["Agreements"]}
+{"input": "Any waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.\u00a0 The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall neither be considered a waiver nor deprive that Party of any right thereafter to insist upon strict adherence to that term or any other term of this Agreement.\u00a0 Any waiver must be in writing and signed by the Party to be charged therewith.", "references": ["Participations", "Headings", "Records", "Subsidiaries", "Terms", "Fees", "Specific Performance", "Existence", "Qualifications", "Venues", "Applicable Laws", "Integration", "Waiver Of Jury Trials", "Payments", "Disclosures", "Adjustments", "Employment", "Erisa", "Benefits", "Governing Laws", "Death", "Representations", "Transactions With Affiliates", "Successors", "No Defaults", "Modifications", "No Conflicts", "Consent To Jurisdiction", "Jurisdictions", "Survival", "Waivers"], "gold": ["Waivers"]}
+{"input": "Each Loan Party will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.", "references": ["Agreements", "Definitions", "Cooperation", "Venues", "Base Salary", "Change In Control", "Vesting", "Applicable Laws", "Insurances", "Defined Terms", "Confidentiality", "Liens", "Solvency", "Entire Agreements", "Expenses", "Closings", "Litigations", "Indemnity", "Payments", "Binding Effects", "Arbitration", "Representations", "Jurisdictions", "Records", "Authority", "Specific Performance", "Consents", "Publicity", "Subsidiaries", "Use Of Proceeds", "Existence"], "gold": ["Existence"]}
+{"input": "Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by email or facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company at 777 Main Street, Suite 600, Fort Worth, TX 76102, or such other address, facsimile number, or email address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email or facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the email address, facsimile number, or address of the Holder appearing on the books of the Company, or if no such email address, facsimile number, or address appears on the books of the Company, at the principal place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.", "references": ["Fees", "Effective Dates", "Existence", "Agreements", "Qualifications", "Anti-Corruption Laws", "Enforceability", "Insurances", "Definitions", "Vesting", "Liens", "Titles", "Assigns", "Financial Statements", "Authorizations", "General", "Defined Terms", "Disability", "Transactions With Affiliates", "Jurisdictions", "Interpretations", "Representations", "Severability", "Death", "Specific Performance", "Indemnifications", "Headings", "Miscellaneous", "Consent To Jurisdiction", "Duties", "Notices"], "gold": ["Notices"]}
+{"input": "All notices or other communications required or permitted by this Agreement or by law to be served on or given to either Party to this Amendment by the other Party shall be in writing and shall be deemed duly served when personally delivered to the Party at an address agreed upon by both Parties.", "references": ["Existence", "Further Assurances", "Governing Laws", "Non-Disparagement", "Defined Terms", "Participations", "Counterparts", "Submission To Jurisdiction", "Organizations", "Powers", "Releases", "Definitions", "Sales", "Miscellaneous", "Books", "Arbitration", "Use Of Proceeds", "Death", "Waivers", "Transactions With Affiliates", "No Waivers", "Specific Performance", "Intellectual Property", "Change In Control", "Solvency", "Jurisdictions", "Interests", "Employment", "Indemnity", "Payments", "Notices"], "gold": ["Notices"]}
+{"input": "The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any such Incremental Term Facility or Revolving Facility Increase.", "references": ["Counterparts", "Taxes", "Death", "Existence", "General", "Forfeitures", "Titles", "Withholdings", "Consent To Jurisdiction", "Sales", "Vesting", "Transactions With Affiliates", "Costs", "Terms", "Jurisdictions", "Use Of Proceeds", "Approvals", "Records", "Duties", "Vacations", "Construction", "Non-Disparagement", "Erisa", "Releases", "Sanctions", "Terminations", "Interpretations", "Books", "Financial Statements", "Further Assurances", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement, and any schedules or exhibits hereto, embody the entire agreement between the parties relating to the subject matter hereof and supersede any and all other discussions, understandings, and agreements, either oral or in writing, between the parties relating to the subject matter of this Agreement (including, but not limited to, the Prior Employment Agreement).", "references": ["Waivers", "Assignments", "Interests", "Binding Effects", "Assigns", "Notices", "Effectiveness", "Financial Statements", "Further Assurances", "Liens", "Expenses", "Miscellaneous", "Duties", "Agreements", "Indemnifications", "Confidentiality", "Authorizations", "Benefits", "Costs", "Fees", "Terms", "Indemnity", "Authority", "Use Of Proceeds", "Anti-Corruption Laws", "Publicity", "Warranties", "No Defaults", "Tax Withholdings", "Books", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may not be amended, waived, supplemented or otherwise modified in any manner without the written consent of the party against whom the amendment, waiver, supplement or other modification is sought to be enforced. Each Loan Party acknowledges and agrees that (a) Lender has no obligation whatsoever to discuss, negotiate or to agree to any restructuring of the loans or other Obligations under the Credit Agreement, or any modification, amendment, waiver, supplement, restructuring or reinstatement of the Loan Documents, or to forbear from exercising Lender\u2019s rights and remedies under the Loan Documents, except as specifically provided in this Agreement, and (b) if there are any future discussions among Lender and the Loan Parties concerning any such modification, amendment, waiver, supplement, restructuring or reinstatement, then no modification, amendment, waiver, supplement, restructuring, reinstatement, compromise, settlement, agreement or understanding with respect to the loans or Obligations under the Credit Agreement or the Loan Documents shall constitute a legally binding agreement or contract or have any force or effect whatsoever unless and until reduced to writing and signed by authorized representatives of Lender, and none of the parties hereto shall assert or claim in any legal proceedings or otherwise that any such agreement exists except in accordance with the terms of this Section 23 .", "references": ["Assignments", "Terminations", "Records", "Terms", "Governing Laws", "Duties", "Forfeitures", "Waivers", "Specific Performance", "Publicity", "Disclosures", "Books", "Indemnity", "Base Salary", "No Waivers", "Consents", "Employment", "Closings", "Tax Withholdings", "Benefits", "Jurisdictions", "Waiver Of Jury Trials", "General", "Sanctions", "Authorizations", "Change In Control", "Assigns", "Integration", "Amendments", "Survival", "Modifications"], "gold": ["Modifications"]}
+{"input": "This Agreement shall not have been terminated as to such Purchaser in accordance with Section 6.18 herein.", "references": ["Qualifications", "Fees", "Interpretations", "Anti-Corruption Laws", "Remedies", "No Conflicts", "Insurances", "Tax Withholdings", "Construction", "Forfeitures", "Enforcements", "Transactions With Affiliates", "Waivers", "Publicity", "Compliance With Laws", "Expenses", "Successors", "Withholdings", "Integration", "Subsidiaries", "Submission To Jurisdiction", "Entire Agreements", "Liens", "Definitions", "Death", "Confidentiality", "Litigations", "Powers", "Applicable Laws", "Waiver Of Jury Trials", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Amendment shall become effective as of the time (the \u201c Effective Time \u201d) at which the Administrator has executed this Amendment and receives each of the following, in each case form and substance satisfactory to the Administrator in its sole discretion: (A) counterparts of this Amendment executed by each of the other parties hereto and (B) such other agreements, documents, instruments and opinions as the Administrator may request.", "references": ["Change In Control", "Positions", "Effective Dates", "Indemnity", "Fees", "Benefits", "Litigations", "Headings", "Payments", "Interests", "Defined Terms", "Death", "Remedies", "Survival", "Assigns", "Withholdings", "Anti-Corruption Laws", "Consent To Jurisdiction", "Sanctions", "Non-Disparagement", "Powers", "Costs", "Counterparts", "Releases", "Applicable Laws", "Participations", "Transactions With Affiliates", "Authorizations", "Intellectual Property", "Confidentiality", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "This Agreement, the Grant Notice and the Plan together constitute the Optionee\u2019s and the Company\u2019s entire understanding with respect to the subject matter hereof and supersede and void any and all prior agreements or understandings, written or oral, regarding the subject matter hereof, including, but not limited to, any term sheets. Notwithstanding the foregoing, to the extent that the Optionee has signed any restrictive covenant agreements with the Company, such restrictive covenant agreements shall remain in full force and effect.", "references": ["Remedies", "Employment", "Authorizations", "Expenses", "Change In Control", "Participations", "No Defaults", "Fees", "Counterparts", "Assignments", "Taxes", "Assigns", "Costs", "Transactions With Affiliates", "Terminations", "Waivers", "Erisa", "Subsidiaries", "Modifications", "Venues", "Consent To Jurisdiction", "Payments", "Consents", "Organizations", "Qualifications", "Definitions", "Representations", "Benefits", "Enforceability", "General", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company and each of its Subsidiaries has filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which reasonably would be expected to have a Material Adverse Effect.\u00a0 The representations set forth in this Section 6(x), to the extent they relate to the Specified Subsidiary, are to the Company\u2019s knowledge, after due and careful inquiry.", "references": ["Powers", "Change In Control", "Closings", "Existence", "Headings", "Authority", "Positions", "Jurisdictions", "General", "Indemnifications", "Qualifications", "No Defaults", "Confidentiality", "Representations", "Modifications", "Assignments", "Tax Withholdings", "Costs", "Miscellaneous", "Adjustments", "Waiver Of Jury Trials", "Authorizations", "Withholdings", "Warranties", "Consent To Jurisdiction", "Erisa", "Effectiveness", "Transactions With Affiliates", "Sanctions", "Capitalization", "Taxes"], "gold": ["Taxes"]}
+{"input": "The term of this Agreement will begin on April 1, 2018 and will end on March 31, 2019; provided, however, that the term may be extended by mutual agreement of the Company and the Consultant. The Company may terminate this Agreement at any time for any reason, without cause and without prior notice.", "references": ["Anti-Corruption Laws", "Effective Dates", "Governing Laws", "Interpretations", "Organizations", "No Conflicts", "Further Assurances", "Waivers", "Enforcements", "No Waivers", "Survival", "Specific Performance", "Expenses", "Liens", "Existence", "Records", "Taxes", "Consent To Jurisdiction", "Positions", "Notices", "Defined Terms", "Enforceability", "Payments", "Tax Withholdings", "Remedies", "Intellectual Property", "Cooperation", "Non-Disparagement", "Releases", "Vacations", "Terms"], "gold": ["Terms"]}
+{"input": "This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.\u00a0 Delivery of an executed counterpart of a signature page\u00a0of this Guaranty by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page\u00a0shall be effective as delivery of a manually executed counterpart of this Guaranty.", "references": ["Arbitration", "Forfeitures", "Successors", "No Waivers", "Enforcements", "Titles", "Applicable Laws", "Enforceability", "Expenses", "Publicity", "Submission To Jurisdiction", "Non-Disparagement", "Waiver Of Jury Trials", "Severability", "Records", "Interpretations", "Participations", "Amendments", "Waivers", "Consents", "Jurisdictions", "Notices", "No Defaults", "Disclosures", "Base Salary", "Remedies", "Costs", "General", "Insurances", "Books", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrowers maintain, and have caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.", "references": ["Enforceability", "Consent To Jurisdiction", "Approvals", "Terms", "Definitions", "Use Of Proceeds", "Records", "Successors", "Non-Disparagement", "Base Salary", "Venues", "Withholdings", "Liens", "Organizations", "Costs", "Releases", "Anti-Corruption Laws", "Existence", "Transactions With Affiliates", "Vacations", "Adjustments", "Waivers", "Warranties", "Subsidiaries", "Change In Control", "Brokers", "Specific Performance", "Agreements", "Duties", "Interpretations", "Insurances"], "gold": ["Insurances"]}
+{"input": "Each Party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement.", "references": ["Fees", "Jurisdictions", "Participations", "Integration", "Costs", "No Conflicts", "Expenses", "Effective Dates", "Vesting", "Records", "Venues", "Miscellaneous", "Organizations", "Capitalization", "Interests", "Change In Control", "Anti-Corruption Laws", "Positions", "Enforceability", "Interpretations", "Withholdings", "Base Salary", "Compliance With Laws", "Financial Statements", "Governing Laws", "Agreements", "Employment", "Powers", "Vacations", "Authority", "Representations"], "gold": ["Representations"]}
+{"input": "Each party\u2019s obligations under this Section\u00a03.4 shall survive any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations under any Loan Document.", "references": ["Releases", "Brokers", "Governing Laws", "Sanctions", "Construction", "Representations", "Remedies", "Indemnifications", "Books", "Compliance With Laws", "Applicable Laws", "Powers", "Employment", "Effective Dates", "Interests", "Titles", "Vesting", "Indemnity", "Publicity", "Entire Agreements", "Jurisdictions", "Qualifications", "Successors", "Disability", "Fees", "General", "Participations", "Notices", "No Conflicts", "Approvals", "Survival"], "gold": ["Survival"]}
+{"input": "The Borrower acknowledges that all reasonable costs and expenses of the Administrative Agent incurred in connection with this Amendment will be paid by the Borrower in accordance with Section\u00a010.5 of the Credit Agreement.", "references": ["Interpretations", "Construction", "Approvals", "Jurisdictions", "Taxes", "Records", "Confidentiality", "Brokers", "Titles", "Miscellaneous", "Vacations", "Amendments", "Effective Dates", "Integration", "Further Assurances", "Interests", "Forfeitures", "Closings", "Change In Control", "Waiver Of Jury Trials", "Arbitration", "Governing Laws", "Benefits", "Employment", "Specific Performance", "Effectiveness", "Organizations", "Positions", "Powers", "Enforcements", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Investor has no knowledge of any person who will be entitled to or make a claim for payment of any finder fee or other compensation as a result of the consummation of the transactions contemplated by this Agreement.", "references": ["Employment", "Entire Agreements", "Effective Dates", "Waivers", "Applicable Laws", "Consent To Jurisdiction", "Participations", "Modifications", "Books", "Governing Laws", "Titles", "Authorizations", "Fees", "Agreements", "Terms", "Litigations", "Death", "Vacations", "Taxes", "Effectiveness", "Authority", "Terminations", "Construction", "Remedies", "Benefits", "Waiver Of Jury Trials", "Subsidiaries", "Warranties", "Insurances", "Existence", "Brokers"], "gold": ["Brokers"]}
+{"input": "Nothing contained in this Amendment, or any other communication between or among any Agent, Lenders and any Borrower, shall be construed as a waiver by the Agent or Lenders of any covenant or provision of the Credit Agreement, the Other Documents, this Amendment or any other contract or instrument between or among any Borrower, any Agent and/or Lenders, or of any similar future transaction, and the failure of any Agent and/or Lenders at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right of the Agent and/or Lenders to thereafter demand strict compliance therewith. Nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Agent\u2019s or any Lender\u2019s right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Other Documents, each as amended hereby, (ii) except as expressly provided herein, amend or alter any provision of the Credit Agreement or any Other Documents or any other contract or instrument, or (iii) constitute any course of dealings or other basis for altering any obligation of any Borrower under the Credit Agreement or any Other Documents or any right, privilege or remedy of any Agent or any Lender under the Credit Agreement, any Other Documents or any other contract or instrument. The Agent and Lenders hereby reserve all rights granted under the Credit Agreement, the Other Documents, this Amendment and any other contract or instrument between or among any Borrower, any Agent and Lenders, each as amended hereby.", "references": ["Adjustments", "General", "Definitions", "Vacations", "Agreements", "Waiver Of Jury Trials", "Terms", "Organizations", "Specific Performance", "Applicable Laws", "Defined Terms", "Headings", "Anti-Corruption Laws", "Disclosures", "No Defaults", "Disability", "Benefits", "Sanctions", "Costs", "Change In Control", "Enforceability", "Venues", "Books", "Submission To Jurisdiction", "Fees", "Interests", "Further Assurances", "Authorizations", "Cooperation", "Subsidiaries", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement may be executed in multiple counterparts, all of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. Signatures provided by facsimile or e-mail transmission shall be deemed to be original signatures.", "references": ["Agreements", "Indemnity", "Withholdings", "Sales", "Enforcements", "Fees", "Representations", "Compliance With Laws", "Death", "Modifications", "Defined Terms", "Costs", "Submission To Jurisdiction", "Definitions", "Existence", "Successors", "Cooperation", "Organizations", "Disability", "Employment", "Amendments", "Subsidiaries", "Miscellaneous", "Headings", "Venues", "Participations", "Jurisdictions", "Liens", "Erisa", "Assignments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any expiration or termination of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such expiration or termination, nor shall it prejudice any other remedies that the Parties may have under this Agreement. In the event that the Agreement is terminated in accordance with Section 11.3 or 11.4, Manufacturer shall cooperate with Customer pursuant to the terms of Article 12. The rights and obligations of the Parties shall continue under Articles 14 (Indemnification; Limitation of Liability), 15 (Insurance), 17 (Confidentiality), 18 (Intellectual Property) and 19 (Additional Terms and Provisions); and under Sections 3.4 (Other Damage or Loss), 4.5 (Reliance by Manufacturer), 5.3 (Invoices), 7.3 (Batch Records and Data), 7.4 (Recordkeeping), 10.1 (Recall), 11.5 (Outstanding Obligations; Survival), and 13.4 (Disclaimer), in each case in accordance with their respective terms if applicable, notwithstanding expiration or termination of this Agreement.", "references": ["Submission To Jurisdiction", "No Waivers", "Authorizations", "Further Assurances", "Specific Performance", "Enforcements", "Approvals", "Venues", "Compliance With Laws", "Duties", "Liens", "Indemnifications", "Solvency", "Effective Dates", "Sales", "Consents", "Disclosures", "Powers", "Subsidiaries", "Tax Withholdings", "Sanctions", "Defined Terms", "Erisa", "Governing Laws", "Costs", "Withholdings", "Remedies", "Interests", "Positions", "Waivers", "Survival"], "gold": ["Survival"]}
+{"input": "This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic delivery in PDF or other electronic format based on common standards will be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["Interpretations", "Costs", "Disability", "Titles", "Vesting", "Entire Agreements", "Definitions", "Financial Statements", "Qualifications", "Representations", "No Waivers", "Governing Laws", "Tax Withholdings", "Specific Performance", "Headings", "Modifications", "Anti-Corruption Laws", "Closings", "Cooperation", "Confidentiality", "Submission To Jurisdiction", "Approvals", "Remedies", "Notices", "Records", "Intellectual Property", "Change In Control", "Successors", "Effective Dates", "Transactions With Affiliates", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Seller agrees to convey, transfer and assign, and Buyer agrees to acquire, accept and assume, the Property, on the terms, conditions and provisions set forth in this Agreement.", "references": ["Employment", "Confidentiality", "Representations", "Specific Performance", "Positions", "Further Assurances", "Change In Control", "Effectiveness", "Disability", "Financial Statements", "Fees", "Transactions With Affiliates", "Enforcements", "Entire Agreements", "Duties", "Consents", "Binding Effects", "Cooperation", "Disclosures", "Death", "Compliance With Laws", "Solvency", "Submission To Jurisdiction", "Payments", "Terminations", "Modifications", "Adjustments", "Interpretations", "Amendments", "Remedies", "Sales"], "gold": ["Sales"]}
+{"input": "In consideration for Executive\u2019s services hereunder and the restrictive covenants contained herein, Executive shall be paid an annual base salary as follows: 2018: $190,000; 2019: $200,000; and 2020: $250,000 (the \u201c Salary \u201d), which salary shall be payable commencing as of date hereof and shall be payable in accordance with Company\u2019s customary payroll practices.", "references": ["Assignments", "Terminations", "Integration", "Employment", "Agreements", "Miscellaneous", "Interests", "Titles", "Solvency", "Positions", "Forfeitures", "Adjustments", "Withholdings", "Representations", "Venues", "Successors", "No Defaults", "Benefits", "Payments", "Governing Laws", "Severability", "Compliance With Laws", "Expenses", "Headings", "Entire Agreements", "Enforceability", "Brokers", "Definitions", "No Waivers", "Authority", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Adjustments", "Payments", "Powers", "Amendments", "Publicity", "Indemnifications", "Financial Statements", "No Conflicts", "Liens", "Notices", "Authority", "Assigns", "Enforcements", "Effective Dates", "Withholdings", "Non-Disparagement", "Modifications", "Vacations", "Organizations", "Use Of Proceeds", "Participations", "Applicable Laws", "Death", "Interests", "Litigations", "Venues", "Erisa", "Benefits", "Change In Control", "Books", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Except as otherwise expressly stated in this Fifth Amendment, all terms used in the Recitals and in this Fifth Amendment that are defined in the Credit Agreement, and that are not otherwise defined herein, shall have the same meanings in this Fifth Amendment as are ascribed to them in the Credit Agreement.", "references": ["Entire Agreements", "Participations", "Enforceability", "Applicable Laws", "Waivers", "No Conflicts", "Adjustments", "Miscellaneous", "Warranties", "Benefits", "Solvency", "Anti-Corruption Laws", "Agreements", "Modifications", "Cooperation", "Integration", "Interests", "General", "Successors", "Sales", "Notices", "Arbitration", "Representations", "Litigations", "Headings", "Capitalization", "Specific Performance", "Payments", "Indemnity", "Counterparts", "Definitions"], "gold": ["Definitions"]}
+{"input": "Subject to the conditions contained herein and in the Plan, (a)\u00a0the Option Period of an Option shall be the period from the Date of Grant through the Option Expiration Date, as set forth in the Grant Notice, and (b)\u00a0the Option shall vest as provided in the Grant Notice.", "references": ["Agreements", "Defined Terms", "Modifications", "Counterparts", "Releases", "Confidentiality", "Consent To Jurisdiction", "Successors", "Headings", "Books", "Enforcements", "Further Assurances", "Applicable Laws", "Enforceability", "Change In Control", "Arbitration", "Warranties", "Waivers", "Miscellaneous", "Approvals", "Representations", "Severability", "Insurances", "Disclosures", "Payments", "Effective Dates", "General", "Sanctions", "Authority", "Indemnity", "Vesting"], "gold": ["Vesting"]}
+{"input": "This Amendment may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Amendment.", "references": ["Waivers", "Anti-Corruption Laws", "Construction", "Publicity", "Headings", "Notices", "Modifications", "Forfeitures", "Jurisdictions", "Costs", "Miscellaneous", "Indemnity", "Participations", "Governing Laws", "Non-Disparagement", "Enforceability", "Taxes", "Consent To Jurisdiction", "Books", "Qualifications", "Sales", "Brokers", "Tax Withholdings", "Indemnifications", "Records", "Closings", "Benefits", "Duties", "Consents", "Capitalization", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "(a) This Agreement shall become effective as of [ \u00b7 ] (the \u201c Effective Date \u201d), subject to the Administrative Agent\u2019s receipt of (i) counterparts of this Agreement duly executed on behalf of the Acceding Lender and Alcoa and (ii) the documents required to be delivered by Alcoa under the penultimate sentence of Section 2.20 of the Credit Agreement.", "references": ["Indemnity", "Miscellaneous", "Anti-Corruption Laws", "Fees", "Submission To Jurisdiction", "Assignments", "Erisa", "Governing Laws", "Liens", "Litigations", "Indemnifications", "Sanctions", "Notices", "Financial Statements", "Benefits", "Books", "Records", "Terminations", "Severability", "Headings", "Defined Terms", "Organizations", "Expenses", "Integration", "Confidentiality", "Remedies", "Venues", "Base Salary", "Qualifications", "No Conflicts", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "There is no legal proceeding pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any investigation of the Company or any Subsidiary, nor is the Company aware of any fact that would make any of the foregoing reasonably likely to arise. Neither the Company nor any Subsidiary is a party or subject to the provisions of any Order. Except as set forth in the SEC Reports, there is no Legal Proceeding by the Company or any Subsidiary currently pending or that the Company or any Subsidiary intends to initiate. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.", "references": ["Expenses", "Benefits", "General", "No Waivers", "Authority", "Compliance With Laws", "Participations", "Governing Laws", "Change In Control", "Enforceability", "Financial Statements", "Jurisdictions", "Indemnity", "Brokers", "Consent To Jurisdiction", "Use Of Proceeds", "Miscellaneous", "Records", "Costs", "Effectiveness", "Taxes", "Submission To Jurisdiction", "Closings", "Representations", "Survival", "Assigns", "Withholdings", "Terminations", "Arbitration", "Death", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Plan shall be binding upon and inure to the benefit of the Company and any successor to the Company and the Participant\u2019s heirs, executors, administrators and legal representatives.", "references": ["Severability", "Transactions With Affiliates", "Consents", "Indemnity", "Confidentiality", "Counterparts", "Entire Agreements", "Capitalization", "Interests", "Brokers", "Survival", "Further Assurances", "Records", "Non-Disparagement", "Effectiveness", "Use Of Proceeds", "Publicity", "Modifications", "Authority", "Terminations", "Remedies", "Effective Dates", "Adjustments", "Withholdings", "Assigns", "Cooperation", "Litigations", "Subsidiaries", "Assignments", "Defined Terms", "Successors"], "gold": ["Successors"]}
+{"input": "Upon giving effect to the issuance of the Notes, the execution of the Loan Documents by Borrower and each Guarantor and the consummation of the transactions contemplated hereby, Borrower and the Guarantors, on a Consolidated basis, will be Solvent.\u00a0\u00a0Neither Borrower nor any Restricted Person has incurred (whether under the Loan Documents or otherwise), nor does any Restricted Person intend to incur or believe that it will incur Liabilities which will be beyond its ability to pay as such debts mature.", "references": ["Liens", "Authority", "Powers", "Assignments", "Cooperation", "Titles", "Terms", "Submission To Jurisdiction", "Warranties", "Agreements", "Transactions With Affiliates", "Qualifications", "Subsidiaries", "Change In Control", "Effectiveness", "Financial Statements", "Applicable Laws", "Records", "Base Salary", "Forfeitures", "Brokers", "Authorizations", "Further Assurances", "Disclosures", "Binding Effects", "Enforceability", "Disability", "Successors", "Costs", "Fees", "Solvency"], "gold": ["Solvency"]}
+{"input": "The Company shall have the right to terminate your employment immediately at any time. If the Company terminates your employment for \u201cCause,\u201d no compensation or continuation of benefits will occur unless required by law (e.g., COBRA). \u201cCause\u201d is defined as (a)\u00a0gross negligence in the performance of assigned duties; (b)\u00a0refusal to perform or discharge the duties or responsibilities assigned by the Chief Executive Officer of the Company and/or the Board, provided the same are not illegal and are consistent with the duties customarily associated with your position; (c)\u00a0conviction of a felony; (d)\u00a0willful or prolonged unexcused absence from work; (e)\u00a0falseness of any material statement in any employment application with, or resume or other written communication to the Company; or (f)\u00a0the material breach, which is not cured within two (2)\u00a0days following your receipt of written notice from the Company describing such breach in reasonable detail, of your obligations under this Agreement or the Invention, Nondisclosure and Non-Competition Agreement to the material detriment of the Company.", "references": ["Existence", "Employment", "Warranties", "Consent To Jurisdiction", "Forfeitures", "Waiver Of Jury Trials", "Publicity", "Venues", "Capitalization", "General", "Entire Agreements", "Indemnifications", "Transactions With Affiliates", "Jurisdictions", "Agreements", "Fees", "Titles", "Consents", "Further Assurances", "Records", "Successors", "Organizations", "Authorizations", "Construction", "Waivers", "Base Salary", "Positions", "Withholdings", "Approvals", "No Waivers", "Terminations"], "gold": ["Terminations"]}
+{"input": "All notices, requests and demands to or upon the Agent or the Guarantor under this Guaranty shall be in writing and given as provided in the Loan Agreement.", "references": ["Amendments", "Indemnifications", "Employment", "Authority", "Interpretations", "Forfeitures", "Indemnity", "Severability", "Applicable Laws", "Terms", "Litigations", "Waiver Of Jury Trials", "Disclosures", "Further Assurances", "Assignments", "Releases", "Binding Effects", "Closings", "Liens", "Specific Performance", "Positions", "Representations", "Base Salary", "Vacations", "Enforceability", "Interests", "Effective Dates", "Fees", "Survival", "Entire Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "The Company shall pay the Executive a base salary at the rate of Four Hundred Thousand dollars ($400,000) per year (the \u201cBase Salary\u201d), in accordance with the customary payroll practices of the Company applicable to senior executives. During the Term, the Company\u2019s Compensation Committee of the Board shall review the Base Salary and may provide for such increases (but not decreases) in Base Salary as it may, in its sole and exclusive discretion, deem appropriate.", "references": ["Insurances", "Assignments", "Disclosures", "Anti-Corruption Laws", "Litigations", "Construction", "Death", "Authorizations", "Remedies", "Compliance With Laws", "Closings", "Waivers", "Tax Withholdings", "Brokers", "Positions", "Titles", "Enforceability", "Authority", "Consents", "No Defaults", "Releases", "Change In Control", "Books", "Forfeitures", "Successors", "Venues", "Employment", "Approvals", "Vesting", "Participations", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement or the validity or effectiveness of such provision in any other jurisdiction.", "references": ["Indemnity", "Consent To Jurisdiction", "Construction", "Binding Effects", "Defined Terms", "Benefits", "Adjustments", "Indemnifications", "Insurances", "Notices", "Consents", "Anti-Corruption Laws", "Non-Disparagement", "Positions", "Terminations", "Existence", "Waiver Of Jury Trials", "Remedies", "Withholdings", "Enforcements", "General", "Books", "Counterparts", "Death", "Liens", "Agreements", "Taxes", "Base Salary", "Confidentiality", "Warranties", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.", "references": ["Vesting", "Assigns", "Employment", "Payments", "Disability", "Authorizations", "Records", "Disclosures", "Headings", "Duties", "Cooperation", "Authority", "Expenses", "Terms", "Governing Laws", "Closings", "Benefits", "Agreements", "Liens", "Representations", "Subsidiaries", "Solvency", "Death", "Assignments", "Interpretations", "Remedies", "Costs", "Books", "Compliance With Laws", "No Waivers", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Schedules A, B and C hereto list the Eligible Employees who have satisfied the conditions for Plan participation and the date as of which each such Eligible Employee became a Participant. The Committee shall cause Schedules A, B and C to be updated from time to time to reflect the Participants who are currently participating in the Plan. An employee who becomes an Eligible Employee on or after January 1, 2014 shall become a Schedule C Participant. However, if an Eligible Employee is newly hired or promoted into a position reflected on Schedule B as of June 6, 2014, the Eligible Employee shall become a Schedule A Participant.", "references": ["Confidentiality", "Insurances", "Amendments", "Severability", "Employment", "Indemnity", "Waiver Of Jury Trials", "No Conflicts", "Fees", "Organizations", "Erisa", "Assigns", "Expenses", "Terms", "Duties", "Withholdings", "Indemnifications", "Effectiveness", "Enforcements", "Survival", "Non-Disparagement", "Governing Laws", "General", "Miscellaneous", "Venues", "Vacations", "Submission To Jurisdiction", "Cooperation", "Integration", "Warranties", "Participations"], "gold": ["Participations"]}
+{"input": "This Agreement and the Funding Agreement, including the exhibits and schedules attached hereto and thereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.\u00a0\u00a0No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.", "references": ["Benefits", "Vesting", "Enforcements", "Confidentiality", "Waivers", "Definitions", "Positions", "Effective Dates", "Litigations", "Anti-Corruption Laws", "Binding Effects", "Interests", "Closings", "Counterparts", "Authorizations", "Solvency", "Assigns", "Construction", "Warranties", "Effectiveness", "Cooperation", "No Conflicts", "Employment", "Authority", "Approvals", "Change In Control", "Interpretations", "Representations", "Non-Disparagement", "Vacations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "All notices, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be validly served or given if delivered in person, electronically (with read receipt acknowledgment), mailed by first class mail (registered or certified, return receipt requested), or overnight air courier with proof of delivery (i) if to the Company, at its principal corporate offices addressed to the attention of the Chief Human Resources Officer, and (ii) if to you, at your home address as such address may appear on the records of the Company, or to such other address as such party may hereafter specify in written notice to the other party.", "references": ["Powers", "Erisa", "Financial Statements", "Base Salary", "Jurisdictions", "Taxes", "Vesting", "Disclosures", "Enforceability", "Costs", "Approvals", "Defined Terms", "Expenses", "Organizations", "No Defaults", "Adjustments", "Transactions With Affiliates", "Effective Dates", "Consent To Jurisdiction", "Effectiveness", "Confidentiality", "Binding Effects", "Remedies", "Modifications", "Consents", "No Waivers", "Participations", "Insurances", "Amendments", "Positions", "Notices"], "gold": ["Notices"]}
+{"input": "The provisions of this Agreement shall be deemed severable and the invalidity, illegality or unenforceability of any provision shall not affect the validity, legality or enforceability of the other provisions hereof.", "references": ["Fees", "Non-Disparagement", "Books", "Jurisdictions", "Assignments", "No Waivers", "Survival", "Defined Terms", "Participations", "Disability", "Closings", "Warranties", "Costs", "Effectiveness", "Sanctions", "Notices", "Governing Laws", "Taxes", "Forfeitures", "Brokers", "Sales", "Organizations", "Interpretations", "Construction", "Duties", "Confidentiality", "Intellectual Property", "Approvals", "Enforcements", "Successors", "Severability"], "gold": ["Severability"]}
+{"input": "The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the obligations of the Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01 ) for purposes of Section 7.01 , notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of this Section 7 .", "references": ["Base Salary", "Interpretations", "Forfeitures", "Arbitration", "Authorizations", "Use Of Proceeds", "Organizations", "Warranties", "Submission To Jurisdiction", "Insurances", "Sanctions", "Indemnifications", "Waivers", "Jurisdictions", "Powers", "Vesting", "Assignments", "Tax Withholdings", "Confidentiality", "Miscellaneous", "Further Assurances", "Costs", "Expenses", "Terms", "Notices", "Benefits", "Books", "Interests", "Amendments", "Binding Effects", "Remedies"], "gold": ["Remedies"]}
+{"input": "Other than (a) as disclosed in the Company SEC Documents, including with respect to any potential restructuring of FES and any potential proceedings arising in connection therewith, or otherwise disclosed in the Confidential Disclosure Letter, (b) with respect to U.S. Department of Energy or Federal Energy Regulatory Commission actions in support of baseload generation or (c) in connection with the Tax Cuts and Jobs Act, there are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened, to which the Company or any Subsidiary of the Company is a party or to which any of the properties of the Company or any Subsidiary of the Company are subject wherein an unfavorable decision, ruling or finding would, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company\u2019s business, financial condition or results of operations or the Company\u2019s ability to perform its obligations under this Agreement .", "references": ["Integration", "Transactions With Affiliates", "Qualifications", "Entire Agreements", "Liens", "Assignments", "Disclosures", "Interpretations", "Severability", "Enforcements", "Waivers", "Releases", "Applicable Laws", "Organizations", "Approvals", "Indemnity", "Titles", "Definitions", "Withholdings", "Duties", "Miscellaneous", "Consents", "Survival", "No Conflicts", "No Defaults", "Vacations", "Books", "Confidentiality", "Subsidiaries", "Interests", "Litigations"], "gold": ["Litigations"]}
+{"input": "Borrower covenants and agrees that, in performing any of its duties under this Loan Agreement, none of Lender, Loan Servicer or any of their respective agents or employees will be liable for any losses, claims, damages, liabilities, or expenses that may be incurred by any of them as a result of such performance, except that no party will be released from liability for any losses, claims, damages, liabilities or expenses arising out of the willful misconduct or gross negligence of such party.", "references": ["Duties", "Insurances", "Cooperation", "Erisa", "Waiver Of Jury Trials", "Jurisdictions", "Death", "Liens", "Consents", "Publicity", "Approvals", "Consent To Jurisdiction", "Organizations", "Enforceability", "Intellectual Property", "Costs", "Further Assurances", "Capitalization", "Enforcements", "Solvency", "Vesting", "Non-Disparagement", "Authority", "Expenses", "Defined Terms", "Subsidiaries", "Binding Effects", "Effectiveness", "Submission To Jurisdiction", "Amendments", "Releases"], "gold": ["Releases"]}
+{"input": "Seller has all requisite power, authority and legal right and capacity to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform Seller\u2019s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Seller is or is required to be a party shall be when delivered, duly and validly executed and delivered by Seller and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the Enforceability Exceptions.", "references": ["Enforcements", "Change In Control", "Consent To Jurisdiction", "Base Salary", "Interpretations", "Assignments", "Further Assurances", "Warranties", "No Conflicts", "Employment", "Governing Laws", "Vacations", "Compliance With Laws", "Titles", "Fees", "Applicable Laws", "Tax Withholdings", "Indemnifications", "Waiver Of Jury Trials", "Counterparts", "Severability", "Qualifications", "Disclosures", "Terminations", "Notices", "Taxes", "Withholdings", "Costs", "Financial Statements", "Duties", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "On the Restatement Effective Date, (a) the Parent and its Subsidiaries are Solvent on a consolidated basis and (b) no Designated Borrower is subject to any proceeding under any Debtor Relief Laws.", "references": ["Indemnifications", "Litigations", "Survival", "Enforceability", "Vesting", "Tax Withholdings", "Taxes", "Costs", "Miscellaneous", "Further Assurances", "Erisa", "Sales", "Consent To Jurisdiction", "Vacations", "Base Salary", "Representations", "Effective Dates", "Entire Agreements", "Interpretations", "Venues", "Withholdings", "Brokers", "No Waivers", "Definitions", "Severability", "Approvals", "Expenses", "Subsidiaries", "Disability", "Cooperation", "Solvency"], "gold": ["Solvency"]}
+{"input": "This Agreement may be amended or modified only by an agreement in writing signed by the Company and the Executive .", "references": ["Consents", "Approvals", "Existence", "Warranties", "Indemnifications", "Powers", "Representations", "Change In Control", "Definitions", "Entire Agreements", "Arbitration", "Forfeitures", "No Waivers", "Disability", "Vacations", "Payments", "Non-Disparagement", "Death", "Participations", "Erisa", "Brokers", "Effectiveness", "Specific Performance", "Survival", "Compliance With Laws", "Headings", "Positions", "Subsidiaries", "Interpretations", "Intellectual Property", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement can be amended at any time by the Committee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Except for amendments necessary to bring this Agreement into compliance with current law including Section 409A of the Code, no amendment to this Agreement shall materially and adversely affect your rights without your written consent.", "references": ["Integration", "Anti-Corruption Laws", "No Conflicts", "Further Assurances", "Subsidiaries", "Participations", "Approvals", "Payments", "Effective Dates", "Forfeitures", "Sanctions", "Releases", "Governing Laws", "Jurisdictions", "Death", "Publicity", "Powers", "Vesting", "Expenses", "Erisa", "Disclosures", "Enforceability", "Compliance With Laws", "Employment", "Closings", "Entire Agreements", "Sales", "Agreements", "Use Of Proceeds", "Organizations", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as otherwise provided in the terms of an Award Agreement, upon termination of a Participant\u2019s Service for any reason during the applicable Restricted Period, all outstanding, unvested Restricted Units and Phantom Units awarded the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant\u2019s Restricted Units and/or Phantom Units; provided, that the waiver contemplated under this Section\u00a0shall be effective only to the extent that such waiver will not cause the Participant\u2019s Restricted Units and/or Phantom Units that are intended to satisfy the requirements of Section\u00a0409A of the Code to fail to satisfy such requirements.", "references": ["Jurisdictions", "Indemnifications", "Benefits", "Terms", "Venues", "Definitions", "Counterparts", "Taxes", "Disclosures", "Assignments", "Notices", "Warranties", "Arbitration", "Anti-Corruption Laws", "Confidentiality", "Interests", "Effective Dates", "Transactions With Affiliates", "Existence", "Consents", "Base Salary", "Payments", "Consent To Jurisdiction", "Releases", "Positions", "Records", "Enforceability", "Sanctions", "Remedies", "Defined Terms", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "If any provision in this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law, and if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the Award hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the Award hereunder shall remain in full force and effect.", "references": ["Representations", "Successors", "Financial Statements", "Specific Performance", "Indemnity", "Survival", "Positions", "Duties", "Further Assurances", "General", "Integration", "Counterparts", "Powers", "Erisa", "Enforcements", "Withholdings", "Payments", "Interpretations", "Adjustments", "Sales", "Base Salary", "Amendments", "Closings", "Jurisdictions", "Authority", "Subsidiaries", "Binding Effects", "Releases", "No Conflicts", "Capitalization", "Severability"], "gold": ["Severability"]}
+{"input": "This Notes and any claim, controversy, dispute or cause of action in contract based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York.", "references": ["Brokers", "Base Salary", "Organizations", "Expenses", "No Defaults", "Enforcements", "Warranties", "Disability", "Amendments", "Financial Statements", "Non-Disparagement", "Tax Withholdings", "Transactions With Affiliates", "Powers", "Submission To Jurisdiction", "Defined Terms", "General", "Representations", "Solvency", "Consents", "Miscellaneous", "Capitalization", "Consent To Jurisdiction", "Venues", "Applicable Laws", "Costs", "Withholdings", "Forfeitures", "Binding Effects", "Modifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Section\u00a03.13 of the Disclosure Letter and Section\u00a03.13 of the Disclosure Letter Supplement sets forth a description of all insurance maintained by or on behalf of Parent and the Restricted Subsidiaries as of the Effective Date and the Amendment No.\u00a02 Effective Date, respectively .\u00a0 As of the Effective Date and the Amendment No.\u00a02 Effective Date, as applicable , all premiums due and payable in respect of such insurance have been paid.\u00a0 Parent believes that the insurance maintained by or on behalf of Parent and the Restricted Subsidiaries is adequate.", "references": ["Headings", "Modifications", "Applicable Laws", "Qualifications", "Positions", "Authorizations", "Organizations", "Tax Withholdings", "Consent To Jurisdiction", "Authority", "Subsidiaries", "Jurisdictions", "Powers", "Miscellaneous", "Indemnity", "Vacations", "Integration", "Payments", "Severability", "Indemnifications", "Cooperation", "Enforceability", "Releases", "Representations", "Expenses", "Assigns", "Remedies", "General", "Benefits", "Disability", "Insurances"], "gold": ["Insurances"]}
+{"input": "All notices, requests and demands to or upon Agent or any Guarantor or Grantor hereunder shall be addressed to such party and effected in the manner provided for in Article XI of the Credit Agreement and each Guarantor and Grantor hereby appoints the Borrower Representative as its agent to receive notices hereunder.", "references": ["Defined Terms", "Vacations", "General", "Entire Agreements", "Withholdings", "Arbitration", "Further Assurances", "Anti-Corruption Laws", "Organizations", "Forfeitures", "Tax Withholdings", "Duties", "Disclosures", "Positions", "Qualifications", "Non-Disparagement", "Costs", "Capitalization", "Taxes", "Miscellaneous", "Integration", "Enforcements", "Interpretations", "Jurisdictions", "Waivers", "Cooperation", "Amendments", "No Conflicts", "Sales", "Financial Statements", "Notices"], "gold": ["Notices"]}
+{"input": "Section\u00a0headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.", "references": ["Severability", "Approvals", "Base Salary", "Definitions", "Publicity", "Disclosures", "Brokers", "Terminations", "Cooperation", "Authority", "Effectiveness", "Arbitration", "Governing Laws", "Waiver Of Jury Trials", "Subsidiaries", "Qualifications", "No Conflicts", "Books", "Positions", "Specific Performance", "Entire Agreements", "Tax Withholdings", "Confidentiality", "Successors", "Anti-Corruption Laws", "Integration", "Notices", "Forfeitures", "Consent To Jurisdiction", "Death", "Headings"], "gold": ["Headings"]}
+{"input": "The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.\u00a0 If any provision of this Agreement, or the application of such provision to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.", "references": ["Further Assurances", "Releases", "Solvency", "Binding Effects", "Headings", "Non-Disparagement", "Consent To Jurisdiction", "Assignments", "Employment", "General", "Subsidiaries", "Adjustments", "Modifications", "Forfeitures", "Counterparts", "Interests", "Terms", "Arbitration", "Vacations", "Closings", "Brokers", "Enforceability", "Sanctions", "Fees", "Definitions", "Capitalization", "Remedies", "Financial Statements", "Effective Dates", "Use Of Proceeds", "Severability"], "gold": ["Severability"]}
+{"input": "Except as described in the recitals hereto, this Agreement may not be assigned by operation of law or otherwise without the express written consent of Willis and WEST (which consent may be granted or withheld in the sole discretion of Willis and WEST).\u00a0\u00a0Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that WEST has assigned this Agreement (including all of it rights hereunder) as security to the Security Trustee.", "references": ["Existence", "Disability", "Financial Statements", "Payments", "Enforceability", "Representations", "Defined Terms", "Insurances", "Organizations", "Change In Control", "Approvals", "Closings", "Publicity", "Entire Agreements", "Tax Withholdings", "Benefits", "Expenses", "Successors", "Cooperation", "Consents", "Powers", "Base Salary", "Death", "Headings", "Venues", "Specific Performance", "Vacations", "Survival", "Construction", "Liens", "Assignments"], "gold": ["Assignments"]}
+{"input": "Notwithstanding any other provision of this \u00a0Section 5 , each Buyer covenants that the Securities may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws.\u00a0In connection with any transfer of the Securities other than (i)\u00a0pursuant to an effective registration statement, (ii)\u00a0to the Company or (iii)\u00a0pursuant to Rule 144 ( provided \u00a0that the applicable Buyer provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule), the Company may require such Buyer to provide to the Company an opinion of counsel selected by such Buyer and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.", "references": ["Remedies", "Sales", "Counterparts", "Assignments", "Anti-Corruption Laws", "Miscellaneous", "Benefits", "Disability", "Jurisdictions", "Existence", "Confidentiality", "Powers", "Waivers", "Withholdings", "Integration", "No Waivers", "Entire Agreements", "No Defaults", "Costs", "Financial Statements", "Warranties", "Cooperation", "Enforceability", "Capitalization", "Positions", "Indemnity", "Duties", "Consents", "Participations", "Specific Performance", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Subject to the terms of the Award Agreement and except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Service during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited.", "references": ["Anti-Corruption Laws", "Consents", "Authority", "Modifications", "Enforcements", "Confidentiality", "Withholdings", "Benefits", "Liens", "Approvals", "Intellectual Property", "Payments", "Survival", "Vacations", "Solvency", "Remedies", "Integration", "Amendments", "Employment", "Insurances", "Releases", "Effective Dates", "Counterparts", "Warranties", "No Conflicts", "Capitalization", "Waiver Of Jury Trials", "Further Assurances", "Powers", "Successors", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "This Agreement (including the annexes, exhibits and letters hereto) and the Transaction Documents constitute the entire agreement, and supersede all other prior agreements (including the Original Agreement) and understandings (both written and oral), among the Parties with respect to the subject matter hereof and thereof.", "references": ["Effectiveness", "Consent To Jurisdiction", "Releases", "Miscellaneous", "Base Salary", "Integration", "Intellectual Property", "Transactions With Affiliates", "Severability", "Notices", "Effective Dates", "Benefits", "Fees", "Specific Performance", "Publicity", "No Waivers", "Consents", "Titles", "Expenses", "Warranties", "Approvals", "Positions", "Indemnifications", "Anti-Corruption Laws", "Payments", "Waiver Of Jury Trials", "Financial Statements", "Erisa", "Vacations", "Headings", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy or \u201cpdf\u201d electronic file shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.", "references": ["Adjustments", "Jurisdictions", "Assignments", "Governing Laws", "Existence", "Miscellaneous", "Erisa", "Waivers", "Sales", "Enforcements", "Death", "Disability", "Interests", "Solvency", "Tax Withholdings", "Expenses", "Non-Disparagement", "Books", "No Defaults", "Entire Agreements", "Transactions With Affiliates", "Participations", "Representations", "Anti-Corruption Laws", "Severability", "Brokers", "Interpretations", "Sanctions", "Definitions", "Venues", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Provided that it has not been revoked pursuant to Section\u00a06 hereof, this Release will become effective on the eighth (8th) day after the date of its execution by the Employee (the \u201cEffective Date\u201d).", "references": ["Insurances", "Integration", "Remedies", "Liens", "Terminations", "Financial Statements", "Subsidiaries", "Consents", "Consent To Jurisdiction", "Solvency", "Books", "No Waivers", "Base Salary", "Interpretations", "Publicity", "Confidentiality", "Successors", "Payments", "Organizations", "Withholdings", "Use Of Proceeds", "Tax Withholdings", "Records", "Authorizations", "Applicable Laws", "Assignments", "Agreements", "Amendments", "No Defaults", "Counterparts", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "(a)\u00a0\u00a0\u00a0\u00a0The Borrowers shall pay to each Managing Agent for the benefit of the Lenders in the related Lender Group in accordance with the provisions set forth in Section 2.4(d) certain fees in the amounts and on the dates set forth in that certain fee letter agreement, dated the Closing Date (as may be amended, restated, supplemented or otherwise modified, including in order to add any Lender and its related Lender Group that become party hereto pursuant to an Assumption Agreement, a Transfer Supplement or otherwise), among the Servicer, the Borrowers, and each Managing Agent (the \u201c Lender Group Fee Letter \u201d).", "references": ["Financial Statements", "Employment", "Use Of Proceeds", "Terminations", "Qualifications", "Applicable Laws", "Enforceability", "Approvals", "Litigations", "Amendments", "Powers", "Sales", "General", "Participations", "Organizations", "Terms", "Specific Performance", "Entire Agreements", "Closings", "Withholdings", "Taxes", "Notices", "Representations", "Erisa", "Integration", "Benefits", "Interpretations", "Solvency", "Vesting", "Waivers", "Fees"], "gold": ["Fees"]}
+{"input": "If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties hereto as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties hereto or the practical realization of the benefits that would otherwise be conferred upon the parties hereto. The parties hereto will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties hereto that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would be characterized as \u201cinterest\u201d under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant to the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of \u201cinterest\u201d or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.", "references": ["Insurances", "Positions", "Submission To Jurisdiction", "Counterparts", "Effective Dates", "Entire Agreements", "Records", "Cooperation", "Litigations", "Indemnifications", "Agreements", "Disability", "Amendments", "Construction", "Further Assurances", "Capitalization", "Definitions", "Liens", "Withholdings", "Terminations", "Participations", "Non-Disparagement", "Governing Laws", "Jurisdictions", "Adjustments", "Sanctions", "Waivers", "Defined Terms", "Effectiveness", "Compliance With Laws", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Delaware executed and to be performed wholly within the State of Delaware, without giving effect to the choice of law or conflict of law principles thereof or of any other jurisdiction to the extent that such principles would require or permit the application of the laws of another jurisdiction.", "references": ["Transactions With Affiliates", "Positions", "Integration", "Indemnity", "Payments", "Employment", "Remedies", "Submission To Jurisdiction", "Effective Dates", "Amendments", "Arbitration", "Authorizations", "Vacations", "Forfeitures", "Participations", "Terms", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Base Salary", "Terminations", "Fees", "Anti-Corruption Laws", "Withholdings", "Disability", "Assigns", "Jurisdictions", "Death", "Closings", "No Waivers", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "No remedy conferred upon either party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.\u00a0 No delay or omission by either party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in such party\u2019s sole discretion.", "references": ["Financial Statements", "Erisa", "Terms", "Solvency", "Venues", "Defined Terms", "Effective Dates", "Integration", "Adjustments", "Withholdings", "Waivers", "Enforcements", "Representations", "Waiver Of Jury Trials", "Non-Disparagement", "Publicity", "Arbitration", "Indemnifications", "Confidentiality", "General", "Approvals", "Positions", "No Conflicts", "No Defaults", "Compliance With Laws", "Qualifications", "Jurisdictions", "Counterparts", "Applicable Laws", "Disability", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The SPV shall request an Investment hereunder, by request to the Administrative Agent, with a copy to each Funding Agent, given by email or facsimile in the form of an Investment Request by no later than 12:00 p.m.\u00a0(New York City time) on the same Business Day of the proposed date of such Investment.\u00a0 Each such Investment Request shall specify (i) the desired amount of such Investment (which shall be at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, to the extent that the then available unused portion of the Maximum Net Investment is less than such amount, such lesser amount) up to the entire available unused portion of the Maximum Net Investment), including the aggregate Pro Rata Shares per Purchaser Group of such Investment and (ii)\u00a0the desired date of such Investment (the \u201c Investment Date \u201d) which shall be a Permitted Investment Date.", "references": ["Further Assurances", "Financial Statements", "Interpretations", "Books", "Effectiveness", "Positions", "Successors", "Vacations", "No Waivers", "Representations", "Publicity", "Base Salary", "Employment", "Specific Performance", "Anti-Corruption Laws", "Taxes", "Qualifications", "Confidentiality", "Terminations", "Litigations", "Modifications", "Defined Terms", "No Defaults", "Fees", "Authority", "Tax Withholdings", "Severability", "Sales", "Consent To Jurisdiction", "Indemnifications", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment No. 2 may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 2 by facsimile or other electronic imaging means (e.g. \u201cpdf\u201d or \u201ctif\u201d) shall be effective as delivery of a manually executed counterpart of this Amendment No. 2. This Amendment No. 2 and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment No. 2 and the transactions contemplated hereby and under any Loan Document shall each be governed by, and each be construed in accordance with, the laws of the State of New York. This Amendment No. 2 and each other Loan Document constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.", "references": ["Forfeitures", "Survival", "Venues", "Submission To Jurisdiction", "Assignments", "Employment", "Change In Control", "Solvency", "Enforcements", "No Defaults", "Indemnity", "Participations", "Base Salary", "Counterparts", "Liens", "Interpretations", "Waivers", "No Conflicts", "Compliance With Laws", "Enforceability", "Brokers", "Adjustments", "Definitions", "Non-Disparagement", "Anti-Corruption Laws", "Records", "Payments", "Costs", "Sanctions", "Arbitration", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The Option Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company\u2019s assets and business. If any rights exercisable by the Participant or benefits deliverable to the Participant under these Option Terms have not been exercised or delivered, respectively, at the time of the Participant\u2019s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in accordance with the provisions of these Option Terms and the Plan. The \"Designated Beneficiary\" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary\u2019s exercise of all rights under these Option Terms or before the complete distribution of benefits to the Designated Beneficiary under these Option Terms, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.", "references": ["Effectiveness", "Solvency", "Use Of Proceeds", "Indemnity", "Applicable Laws", "Fees", "Sales", "Subsidiaries", "Powers", "Terminations", "Closings", "Consents", "Governing Laws", "Forfeitures", "Capitalization", "Records", "Transactions With Affiliates", "Submission To Jurisdiction", "Disclosures", "Benefits", "Withholdings", "Insurances", "Representations", "Organizations", "Confidentiality", "Positions", "Effective Dates", "Titles", "Vacations", "Books", "Successors"], "gold": ["Successors"]}
+{"input": "Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated (whether based on contract, tort or any other theory).\u00a0\u00a0Each party hereto (A)\u00a0certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B)\u00a0acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section.", "references": ["Confidentiality", "Further Assurances", "Warranties", "Amendments", "Submission To Jurisdiction", "Modifications", "Cooperation", "Disability", "Indemnity", "Fees", "Participations", "Enforceability", "Benefits", "Non-Disparagement", "Remedies", "Use Of Proceeds", "Authorizations", "Venues", "Vacations", "Withholdings", "Applicable Laws", "Assigns", "Arbitration", "Payments", "Assignments", "Vesting", "Existence", "Costs", "Litigations", "Binding Effects", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "This SPA constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties with respect hereto.\u00a0The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.", "references": ["Further Assurances", "Counterparts", "Enforcements", "Publicity", "No Defaults", "Fees", "Expenses", "Interests", "Compliance With Laws", "Construction", "Payments", "Authority", "Vesting", "Binding Effects", "No Waivers", "Integration", "Capitalization", "Representations", "Financial Statements", "Change In Control", "Erisa", "Assignments", "Remedies", "Forfeitures", "Waivers", "No Conflicts", "Agreements", "Venues", "Successors", "Base Salary", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Administrative Agent (for further distribution to Lenders) shall have received an unaudited pro forma consolidated balance sheet of TCEH and its subsidiaries as of the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days if such four-fiscal quarter period is the end of the TCEH\u2019s fiscal year) prior to the Conversion Date, prepared after giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such pro forma balance sheet) (which need not be prepared in compliance with Regulations S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).", "references": ["Brokers", "Arbitration", "Severability", "Forfeitures", "Authorizations", "Effectiveness", "Erisa", "Consents", "Integration", "Titles", "Tax Withholdings", "Insurances", "Compliance With Laws", "Waivers", "Disclosures", "Benefits", "Disability", "Employment", "Enforcements", "General", "Books", "Assignments", "Binding Effects", "Intellectual Property", "Effective Dates", "Notices", "Positions", "Successors", "Organizations", "Terms", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "The headings of the sections of this Agreement are inserted solely for convenience of reference and shall not be deemed to affect the meaning or interpretation of this Agreement.", "references": ["Assigns", "Sales", "Authority", "Participations", "Consents", "Taxes", "Liens", "Financial Statements", "Amendments", "Records", "Benefits", "Agreements", "Submission To Jurisdiction", "Insurances", "Expenses", "Qualifications", "Confidentiality", "Assignments", "Costs", "Brokers", "Vesting", "Anti-Corruption Laws", "No Defaults", "Erisa", "Governing Laws", "Fees", "Notices", "Books", "Enforceability", "Litigations", "Headings"], "gold": ["Headings"]}
+{"input": "This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.", "references": ["Participations", "Agreements", "Headings", "Disclosures", "Miscellaneous", "Compliance With Laws", "Interests", "No Conflicts", "Authority", "Vacations", "Effective Dates", "Non-Disparagement", "Remedies", "Waiver Of Jury Trials", "Qualifications", "Costs", "Successors", "Duties", "Litigations", "Publicity", "Defined Terms", "Effectiveness", "Indemnity", "Taxes", "Authorizations", "Change In Control", "Sanctions", "Erisa", "Liens", "Survival", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Subject to Section 8.7, a Participant shall be fully vested in his Accrued Benefit at the time he becomes fully vested in his accrued benefit under the Salaried Plan. Notwithstanding the preceding, or any other provision of the Plan to the contrary, a Participant shall forfeit his or her entire PEP Pension if the Plan Administrator determines that such Participant has engaged in \u201cMisconduct\u201d as defined below, determined without regard to whether the Misconduct occurred before or after the Participant\u2019s Severance from Service. The Plan Administrator may, in its sole discretion, require the Participant to pay to the Employer any PEP Pension paid to the Participant within the twelve month period immediately preceding a date on which the Participant has engaged in such Misconduct, as determined by the Plan Administrator.", "references": ["Definitions", "Non-Disparagement", "Survival", "Miscellaneous", "Fees", "Waivers", "Titles", "Qualifications", "Enforceability", "Venues", "Cooperation", "Effective Dates", "Participations", "Benefits", "No Defaults", "Existence", "Liens", "General", "Organizations", "Indemnity", "Remedies", "Consents", "Modifications", "Anti-Corruption Laws", "Records", "Duties", "Applicable Laws", "Erisa", "Base Salary", "Confidentiality", "Vesting"], "gold": ["Vesting"]}
+{"input": "Subject to the right to contest set forth in Section 10.1 , Borrower shall duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges payable by it, or with respect to the Property, as well as all claims or obligations for labor, materials, supplies or services (involving an amount in excess of $50,000 in any instance or $150,000 in the aggregate) or for borrowed funds in any amount. Borrower shall (or shall cause Tenant or Hotel Manager to) pay all Hotel Taxes now or hereafter payable to the applicable Governmental Authority prior to delinquency as the same become due and payable.", "references": ["Indemnifications", "Cooperation", "Death", "Intellectual Property", "Base Salary", "Miscellaneous", "Severability", "Terms", "General", "Enforceability", "Books", "Successors", "Employment", "Organizations", "Taxes", "No Waivers", "Interests", "Assignments", "No Conflicts", "Representations", "Remedies", "Change In Control", "Capitalization", "Construction", "Waiver Of Jury Trials", "Costs", "Applicable Laws", "Solvency", "Use Of Proceeds", "Entire Agreements", "Payments"], "gold": ["Payments"]}
+{"input": "In the event of a \u201cChange in Control\u201d that occurs (i) prior to the Vesting Date and before the last day of the Measurement Period and (ii) on a date on which the Recipient is employed by the Company, then 100% of the Recipient\u2019s RSUs that have not previously been forfeited shall become immediately vested and shall no longer be subject to the Forfeiture provisions in this Section 4, and the Company shall deliver as soon as administratively feasible but no later than 30 days after the Vesting Date that number of Award Shares to the Recipient equal to the number shown on the first page of this Award Agreement, without adjustment. In the event of a \u201cChange in Control\u201d that occurs (i) prior to the Vesting Date and on or after the last day of the Measurement Period and (ii) on a date on which the Recipient is employed by the Company, then 100% of the Recipient\u2019s RSUs that have not previously been forfeited shall become immediately vested and shall no longer be subject to the Forfeiture provisions in this Section 4, and the Company shall deliver as soon as administratively feasible but no later than 30 days after the Vesting Date that number of Award Shares to the Recipient equal to the number of Award Shares deliverable based on the achievement of the performance measures, as adjusted and determined in Section 3. A \u201cChange in Control\u201d shall have the same meaning for the purposes of this Award Agreement as set forth in Section 8 of the Plan, as the same may be amended from time to time.", "references": ["Death", "Representations", "Amendments", "Specific Performance", "Counterparts", "Survival", "Definitions", "Anti-Corruption Laws", "Adjustments", "Existence", "Books", "Non-Disparagement", "Withholdings", "Indemnity", "Assignments", "Effective Dates", "Solvency", "General", "Authorizations", "Cooperation", "Enforcements", "Interpretations", "Further Assurances", "Intellectual Property", "Miscellaneous", "Construction", "Publicity", "Venues", "Enforceability", "Titles", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Agreement (and the exhibit(s) hereto) constitutes the entire and only agreement and understanding between the parties relating to Employee\u2019s employment with Company.\u00a0\u00a0This Agreement supersedes and cancels any and all previous contracts, arrangements or understandings with respect to Employee\u2019s employment.", "references": ["Benefits", "Costs", "Submission To Jurisdiction", "Organizations", "Indemnifications", "Amendments", "Representations", "Books", "Cooperation", "Effective Dates", "Liens", "Titles", "Expenses", "Interpretations", "Confidentiality", "Miscellaneous", "Waivers", "Binding Effects", "Enforcements", "Disability", "Forfeitures", "No Defaults", "Jurisdictions", "Erisa", "Insurances", "Powers", "Duties", "Construction", "Waiver Of Jury Trials", "Interests", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Contractor and its Subcontractors and Sub-subcontractors shall do nothing to void or make voidable any of the insurance policies purchased and maintained by Contractor or its Subcontractors or Sub-subcontractors hereunder. Contractor shall promptly give Owner and Lender notice in writing of the occurrence of any casualty, claim, event, circumstance, or occurrence that may give rise to a claim under an insurance policy hereunder and arising out of or relating to the performance of the Work. In addition, Contractor shall ensure that Owner is kept fully informed of any subsequent action and developments concerning the same, and assist in the investigation of any such casualty, claim, event, circumstance or occurrence.", "references": ["Costs", "Enforceability", "Use Of Proceeds", "Construction", "Compliance With Laws", "Remedies", "Financial Statements", "Titles", "Sanctions", "Arbitration", "Liens", "Erisa", "Intellectual Property", "Authority", "Forfeitures", "Indemnity", "Headings", "Capitalization", "Tax Withholdings", "Existence", "Adjustments", "Subsidiaries", "Confidentiality", "Sales", "Counterparts", "Assigns", "Further Assurances", "No Waivers", "Agreements", "Disability", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons. It is the intention of the Company and the Grantee to make the promises contained in this Agreement reasonable and binding only to the extent that it may be lawfully done under existing applicable laws. This Agreement and the Plan constitute the entire and exclusive agreement between the Grantee and the Company, and it supersedes all prior agreements or understandings, whether written or oral, with respect to the grant of Units set forth in this Agreement.", "references": ["Successors", "Expenses", "Fees", "Defined Terms", "Effectiveness", "Releases", "Notices", "Death", "Brokers", "Participations", "Use Of Proceeds", "Subsidiaries", "Interests", "Integration", "Survival", "Non-Disparagement", "Construction", "Agreements", "Waiver Of Jury Trials", "No Conflicts", "Enforcements", "Employment", "Duties", "Insurances", "Headings", "Authority", "No Defaults", "Authorizations", "Disclosures", "Compliance With Laws", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "For purposes of this Section 5.03, the term \u201cLender\u201d includes any Issuing Bank and the term \u201capplicable law\u201d includes FATCA.", "references": ["Payments", "Binding Effects", "Use Of Proceeds", "Severability", "Sales", "Jurisdictions", "Base Salary", "Qualifications", "No Waivers", "Terminations", "Waivers", "Interpretations", "Venues", "Governing Laws", "Indemnity", "No Defaults", "Authorizations", "Compliance With Laws", "Positions", "Solvency", "Notices", "Authority", "Arbitration", "Approvals", "Fees", "Assignments", "Financial Statements", "Withholdings", "Vacations", "General", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (iv) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from (A)\u00a0any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (l) of Section\u00a09.5 or any Asset Disposition by the Acquired Company and its Subsidiaries requiring any repayment of obligations under the Acquired Company Notes Indenture) or (B) any Insurance and Condemnation Event, to the extent that the aggregate amount of such Net Cash Proceeds, in the case of each of clauses (A) and (B), respectively, exceed $10,000,000 during any Fiscal Year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section\u00a04.4(b)(iii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date given written notice to the Administrative Agent of its intent to reinvest in accordance with Section\u00a04.4(b)(iv) .", "references": ["Indemnifications", "Severability", "Agreements", "Liens", "Powers", "Governing Laws", "No Defaults", "Employment", "Disability", "Specific Performance", "Arbitration", "Entire Agreements", "Titles", "Intellectual Property", "Vacations", "Adjustments", "Duties", "Notices", "Sales", "Jurisdictions", "Litigations", "No Conflicts", "Authorizations", "Authority", "Headings", "Consent To Jurisdiction", "Interests", "Participations", "Amendments", "Solvency", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Agreement, including the agreements referred to herein (which are deemed incorporated by reference herein) constitute the entire and only agreement and understanding between the patties governing the terms and conditions of employment of the Executive with the Company and this Agreement supersedes and cancels any and all previous contracts, arrangements or understandings with governing the terms and conditions of the Executive's employment by the Company. In the event of any conflict between the terms of any other agreement between the Executive and the Company entered into prior to the Effective Date, the terms of this Agreement shall control.", "references": ["Organizations", "Brokers", "Warranties", "Further Assurances", "Approvals", "Notices", "Employment", "Indemnifications", "Indemnity", "Erisa", "Enforcements", "Vesting", "Arbitration", "Publicity", "Integration", "Survival", "Costs", "Defined Terms", "Representations", "Existence", "Non-Disparagement", "Terms", "Transactions With Affiliates", "Litigations", "Capitalization", "No Defaults", "Books", "Tax Withholdings", "Disclosures", "Titles", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "EACH OF THE BORROWERS AND THE OTHER LOAN PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Sales", "Organizations", "Interests", "Miscellaneous", "Headings", "Costs", "Effectiveness", "Fees", "Vacations", "Litigations", "Erisa", "Terminations", "Records", "Entire Agreements", "Agreements", "Benefits", "Publicity", "No Conflicts", "Existence", "Waiver Of Jury Trials", "Integration", "Insurances", "Definitions", "Sanctions", "Tax Withholdings", "Financial Statements", "No Defaults", "Authority", "Titles", "Survival", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "In this Agreement, unless the Bank and the Borrower otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word \u201cor\u201d shall be deemed to include \u201cand/or\u201d, the words \u201cincluding\u201d, \u201cincludes\u201d and \u201cinclude\u201d shall be deemed to be followed by the words \u201cwithout limitation\u201d; references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Unless otherwise specified in this Agreement, all accounting terms shall be interpreted and all accounting determinations shall be made in accordance with GAAP. If this Agreement is executed by more than one party as Borrower, the obligations of such persons or entities will be joint and several.", "references": ["Organizations", "Assignments", "Existence", "Successors", "Vesting", "Qualifications", "Confidentiality", "Definitions", "Submission To Jurisdiction", "Enforceability", "Expenses", "Remedies", "Subsidiaries", "Payments", "Litigations", "Representations", "Counterparts", "Duties", "Authorizations", "Tax Withholdings", "No Conflicts", "Headings", "Severability", "Consent To Jurisdiction", "Compliance With Laws", "Modifications", "Powers", "Benefits", "Erisa", "Solvency", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "Except as otherwise expressly provided herein, each of the Company and the Shareholder shall bear its own respective expenses incurred on its behalf with respect to this Agreement.", "references": ["No Defaults", "Survival", "Transactions With Affiliates", "Terminations", "Brokers", "Warranties", "Disclosures", "Indemnifications", "Books", "Confidentiality", "Employment", "Non-Disparagement", "Disability", "Capitalization", "Specific Performance", "Sales", "Records", "Qualifications", "Subsidiaries", "Waivers", "Use Of Proceeds", "Solvency", "Intellectual Property", "Death", "Releases", "Indemnity", "Arbitration", "Integration", "Taxes", "Notices", "Expenses"], "gold": ["Expenses"]}
+{"input": "Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower than those that might be obtained at the time from Persons who are not such an Affiliate.", "references": ["Disclosures", "Waiver Of Jury Trials", "Waivers", "Base Salary", "No Conflicts", "Sales", "Approvals", "Notices", "Expenses", "Integration", "Authority", "Applicable Laws", "Disability", "Financial Statements", "Solvency", "General", "Use Of Proceeds", "Successors", "Effective Dates", "Effectiveness", "Venues", "No Waivers", "Duties", "Further Assurances", "Change In Control", "Assignments", "Insurances", "Organizations", "Intellectual Property", "Enforcements", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "(a) The parties hereto agree that the terms of Section 10.04 of the Credit Agreement are incorporated herein by reference, mutatis mutandis . If and to the extent that the obligations of any Grantor under this Section\u00a06.1 are unenforceable for any reason, such Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.", "references": ["Entire Agreements", "Releases", "Terminations", "Expenses", "Waiver Of Jury Trials", "Defined Terms", "Miscellaneous", "Confidentiality", "No Conflicts", "Brokers", "Death", "Powers", "Benefits", "Effective Dates", "Interests", "Organizations", "Positions", "Survival", "Cooperation", "No Waivers", "Specific Performance", "Base Salary", "Employment", "Notices", "Approvals", "Financial Statements", "Adjustments", "Publicity", "Closings", "Qualifications", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (but not the law or principles of conflict of laws).\u00a0 The parties submit to the exclusive jurisdiction of the state or federal courts of Delaware for all disputes arising out of or relating to this Agreement, and hereby waive, and agree not to assert, in any action, suit, or proceeding between the parties arising out of or relating to this Agreement that the action, suit, or proceeding may not be brought or is not maintainable in such courts, that this Agreement may not be enforced by such courts, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that the action, suit, or proceeding, if brought in Delaware state court, may be removed to federal courts.", "references": ["Headings", "Employment", "Books", "Survival", "Venues", "Anti-Corruption Laws", "Transactions With Affiliates", "Sales", "Closings", "Interests", "Fees", "Consent To Jurisdiction", "Terminations", "Participations", "Arbitration", "Assigns", "Brokers", "Non-Disparagement", "Waivers", "Expenses", "Benefits", "Compliance With Laws", "No Conflicts", "Payments", "Duties", "Powers", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Publicity", "Qualifications", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.\u00a0\u00a0Facsimile and PDF signatures shall be deemed to be of equal force and effect as originals.", "references": ["Litigations", "Jurisdictions", "Definitions", "Remedies", "Adjustments", "Severability", "Payments", "Agreements", "Sales", "Records", "Use Of Proceeds", "Interests", "Modifications", "Solvency", "Subsidiaries", "Miscellaneous", "Intellectual Property", "Authority", "No Conflicts", "Effective Dates", "Consent To Jurisdiction", "Venues", "Headings", "General", "Change In Control", "Waivers", "Sanctions", "Interpretations", "Disclosures", "Disability", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Executive\u2019s employment shall be terminable by the Company, subject to applicable law and the Company\u2019s short-term and long-term disability policies then in effect, if the Executive becomes physically or mentally disabled, whether totally or partially, such that he is prevented from performing his usual duties and services hereunder for a period of 180 consecutive days as determined by a medical doctor selected by the Company and reasonably acceptable to the Executive or his legal representative (\u201cDisability\u201d). If the Executive\u2019s employment is terminated by the Company due to his Disability, the Company shall have no further obligation to the Executive hereunder, except for the payment to the Executive or his legal guardian or representative, as appropriate, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) the payment or provision of any Other Benefits.", "references": ["Change In Control", "Withholdings", "Effective Dates", "Remedies", "Positions", "No Defaults", "Death", "Capitalization", "Warranties", "No Waivers", "Enforcements", "Indemnity", "Expenses", "Assignments", "Headings", "Authority", "Further Assurances", "Benefits", "Litigations", "Integration", "Organizations", "Vacations", "Qualifications", "Survival", "Indemnifications", "Enforceability", "Participations", "Amendments", "Sales", "Consents", "Disability"], "gold": ["Disability"]}
+{"input": "Use the proceeds of (a)\u00a0the Loans made on the Closing Date solely to finance in part the Transaction and to pay related fees and expenses, (b)\u00a0the Term B- 1 2 Loans funded pursuant to the Additional Term B- 1 2 Commitments on the Amendment No.\u00a0 4 5 Effective Date to prepay Term B -1 Loans pursuant to Section\u00a02.05(a)\u00a0of this Agreement and (c)\u00a0the Incremental Term Loans only for the purposes specified in the applicable Additional Credit Extension Amendment.", "references": ["Consent To Jurisdiction", "Brokers", "Base Salary", "Intellectual Property", "Waiver Of Jury Trials", "Capitalization", "Expenses", "Books", "Indemnity", "Financial Statements", "Terminations", "Benefits", "Construction", "Waivers", "Confidentiality", "Records", "Representations", "Integration", "Approvals", "Vacations", "Authority", "Change In Control", "Indemnifications", "Payments", "Definitions", "Authorizations", "Entire Agreements", "Severability", "Closings", "Positions", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a \" Transferor \"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the \" Transferor Endorsement Form \") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a \" Transferee \"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.", "references": ["Participations", "Counterparts", "Notices", "Indemnifications", "Subsidiaries", "Adjustments", "Applicable Laws", "Successors", "Entire Agreements", "Remedies", "Jurisdictions", "Use Of Proceeds", "Non-Disparagement", "Approvals", "Arbitration", "Tax Withholdings", "Base Salary", "Terms", "Waivers", "Consents", "Interests", "Assigns", "Confidentiality", "Litigations", "Capitalization", "Cooperation", "Interpretations", "Defined Terms", "Brokers", "Venues", "Assignments"], "gold": ["Assignments"]}
+{"input": "This Amendment shall terminate and the amendment herein shall be void if any Exit Facility Agreement lender, term loan lender or other affected party accelerates the debt of Seller or Guarantor, declares an event of default, or exercises any remedies, or takes an action in furtherance of any of the foregoing as a result of the delay in delivery of Guarantor\u2019s or Seller\u2019s financial statements financial statements for the fiscal period ending March 31, 2018.", "references": ["Applicable Laws", "Qualifications", "Severability", "Agreements", "Headings", "Modifications", "Confidentiality", "Sales", "Warranties", "Organizations", "Participations", "Anti-Corruption Laws", "Erisa", "Specific Performance", "Compliance With Laws", "Titles", "Vesting", "Construction", "Authority", "Disability", "Binding Effects", "Enforcements", "No Waivers", "Successors", "Liens", "Capitalization", "Defined Terms", "Sanctions", "Change In Control", "Intellectual Property", "Terminations"], "gold": ["Terminations"]}
+{"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.", "references": ["Approvals", "Payments", "Interpretations", "Indemnifications", "No Defaults", "Definitions", "Severability", "Positions", "Releases", "Liens", "Insurances", "Representations", "Fees", "Authority", "Binding Effects", "Defined Terms", "Books", "Specific Performance", "Headings", "Publicity", "Withholdings", "Titles", "Further Assurances", "Sales", "Duties", "Consent To Jurisdiction", "Miscellaneous", "Base Salary", "Indemnity", "Survival", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Rules (the \u201cCode\u201d) \u201c e \u201c P \u201c P \u201c \u201d C ode $100,000.", "references": ["Integration", "Positions", "Confidentiality", "Venues", "Warranties", "Severability", "Releases", "Qualifications", "Terms", "Vesting", "Books", "Titles", "Liens", "Fees", "Brokers", "Publicity", "Interests", "Use Of Proceeds", "Representations", "Waiver Of Jury Trials", "Benefits", "Entire Agreements", "Cooperation", "Powers", "Erisa", "Interpretations", "Capitalization", "Change In Control", "Anti-Corruption Laws", "Indemnifications", "General"], "gold": ["General"]}
+{"input": "Immediately after the consummation of the Transactions to occur on the Effective Date, (i)\u00a0the fair value of the assets of the Loan Parties taken as a whole, at a fair valuation, will exceed their debts and liabilities, taken as a whole, whether subordinated, contingent or otherwise; (ii)\u00a0the present fair saleable value of the property of the Loan Parties taken as a whole will be greater than the amount that will be required to pay the probable liability of the Loan Parties debts and other liabilities, taken as a whole, whether subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii)\u00a0the Loan Parties, taken as a whole, will be able to pay the Loan Parties debts and liabilities, taken as a whole, whether subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv)\u00a0the Loan Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which the Loan Parties are engaged as such business is now conducted and is proposed to be conducted after the Effective Date.", "references": ["Construction", "Governing Laws", "Modifications", "Successors", "Withholdings", "Defined Terms", "Consent To Jurisdiction", "Applicable Laws", "Warranties", "Participations", "Employment", "Enforcements", "Amendments", "Vesting", "Sales", "Forfeitures", "Vacations", "Compliance With Laws", "Duties", "Cooperation", "Integration", "Fees", "Indemnity", "Taxes", "Venues", "Insurances", "Entire Agreements", "No Conflicts", "Assignments", "Arbitration", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each Loan Party has all requisite power and authority to execute, deliver and perform this Second Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Second Amendment (the \u201c Amended Credit Agreement \u201d).", "references": ["No Waivers", "Withholdings", "Existence", "Entire Agreements", "No Defaults", "Waiver Of Jury Trials", "Further Assurances", "Compliance With Laws", "Disability", "Costs", "Counterparts", "Integration", "Base Salary", "Sales", "Erisa", "Participations", "Closings", "Governing Laws", "Liens", "Jurisdictions", "Change In Control", "Assignments", "Headings", "Effectiveness", "Interpretations", "Death", "Financial Statements", "Venues", "Fees", "Modifications", "Authority"], "gold": ["Authority"]}
+{"input": "In consideration of (i) all product development expenditures made by Advanced to date towards the commercialization of the intellectual property described in Schedule A annexed hereto and made a part hereof (the \u201c Subject Chemistry & Composition IP \u201d), which, as of the date hereof it is stipulated and acknowledged by Piazza to have totaled more than [two hundred and fifty thousand dollars ($250,000)], together with (ii) a good faith, present commitment on the part of Advanced to continue to invest in such commercialization, including the bringing of the products embodying or potentially embodying the Subject Chemistry & Composition IP, all as specifically identified in Schedule B annexed hereto and made a part hereof, as it may be amended from time to time (collectively, the \u201c Subject Products \u201d) to market, the packaging and selling off to one or more third parties the rights of Advanced to one or more of the Subject Products as determined by Advanced, and/or to otherwise exploit such Subject Chemistry & Composition IP for profit, and to bear all of the costs associated with the establishment and maintenance of the intellectual property associated therewith and/or potentially associated therewith, including without limitation the filing and pursuit of patent applications and related intellectual property protections, and (iii) an agreement to pay to Piazza a percentage, based on the gross profit margins of the Subject Products manufactured and sold by or for the account of Advanced, and actually realized by Advanced and not at any time recouped for any reason whatsoever, as specifically set forth on Schedule C annexed hereto and made a part hereof, of all annually distributable income of Advanced from and after the date hereof (the \u201c IP Royalty \u201d), Piazza hereby irrevocably commits, contributes, conveys and assigns to Advanced all of his rights, title and interest in and to the Subject Chemistry & Composition IP.", "references": ["Transactions With Affiliates", "Positions", "Specific Performance", "Definitions", "Existence", "Brokers", "Indemnifications", "Consents", "Releases", "Effectiveness", "Erisa", "Waiver Of Jury Trials", "Warranties", "Withholdings", "Effective Dates", "Remedies", "Representations", "Costs", "Tax Withholdings", "Notices", "Fees", "Solvency", "Liens", "Participations", "Defined Terms", "Venues", "Authority", "Use Of Proceeds", "Arbitration", "Survival", "Assignments"], "gold": ["Assignments"]}
+{"input": "Any Lender may at any time, without the consent of, or\u00a0notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent, the Issuing Banks and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section \u00a02.17(e) with respect to any payments made by such Lender to its Participant(s).", "references": ["Terms", "Authority", "Authorizations", "Survival", "Withholdings", "Arbitration", "Base Salary", "Subsidiaries", "No Conflicts", "Counterparts", "Governing Laws", "Consents", "Fees", "Liens", "Erisa", "Positions", "Indemnifications", "Modifications", "Non-Disparagement", "Adjustments", "Waiver Of Jury Trials", "No Defaults", "Powers", "Costs", "Approvals", "Construction", "Binding Effects", "Jurisdictions", "Qualifications", "Books", "Participations"], "gold": ["Participations"]}
+{"input": "The Company and Grantee agree to use their best efforts and act in good faith in carrying out their obligations under this Agreement.\u00a0\u00a0The Company and Grantee also agree to execute and deliver such additional documents and to take such further actions as reasonably may be necessary or desirable to carry out the purposes and intent of this Agreement.", "references": ["Effectiveness", "Venues", "Representations", "Indemnifications", "Adjustments", "Cooperation", "Amendments", "Waivers", "Assignments", "Anti-Corruption Laws", "Powers", "Warranties", "Vacations", "Records", "Erisa", "Notices", "Solvency", "Fees", "Expenses", "Arbitration", "Approvals", "Books", "Authorizations", "Non-Disparagement", "Duties", "No Conflicts", "Modifications", "Brokers", "Integration", "Insurances", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Sellers have all requisite power and authority to execute, deliver and perform their obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Sellers.", "references": ["Assignments", "No Conflicts", "Non-Disparagement", "Terms", "Waiver Of Jury Trials", "Survival", "Further Assurances", "Venues", "Benefits", "Organizations", "Books", "No Waivers", "Binding Effects", "Forfeitures", "Warranties", "Notices", "Base Salary", "Indemnity", "Death", "Liens", "Confidentiality", "Successors", "Defined Terms", "Subsidiaries", "Amendments", "Enforcements", "Positions", "Sanctions", "Solvency", "Powers", "Authority"], "gold": ["Authority"]}
+{"input": "Executive shall be paid an annual salary in the amount of $320,000 (less applicable withholdings), which shall be payable in accordance with the then-current payroll schedule of the Company (the \u201c Base Salary \u201d). The Executive\u2019s salary will be reviewed periodically and may be increased from time to time by the Company at its discretion.", "references": ["Participations", "Assignments", "Intellectual Property", "Tax Withholdings", "Further Assurances", "Counterparts", "Waiver Of Jury Trials", "Books", "Qualifications", "Effective Dates", "Definitions", "Disability", "Successors", "Vesting", "Assigns", "Powers", "No Conflicts", "Insurances", "Liens", "Non-Disparagement", "Jurisdictions", "Litigations", "Approvals", "Consent To Jurisdiction", "Cooperation", "Benefits", "Adjustments", "Brokers", "Disclosures", "Costs", "Base Salary"], "gold": ["Base Salary"]}
+{"input": "The term of a Performance Award, Dividend Equivalent award, Stock Payment award, and/or Deferred Stock Unit award shall be established by the Administrator in its sole discretion.", "references": ["Costs", "Specific Performance", "No Waivers", "Liens", "Enforceability", "Representations", "Solvency", "Use Of Proceeds", "Terminations", "Titles", "Releases", "Change In Control", "Organizations", "Venues", "Qualifications", "Indemnifications", "Further Assurances", "Notices", "Taxes", "Erisa", "Intellectual Property", "Survival", "Waiver Of Jury Trials", "Cooperation", "Tax Withholdings", "Records", "Participations", "Definitions", "Compliance With Laws", "Subsidiaries", "Terms"], "gold": ["Terms"]}
+{"input": "Within ten (10)\u00a0days of a Change in Control, the Participant is entitled to receive payment for the RSUs covered by this Agreement that are vested on the date of the Change in Control; provided , however , that if such Change in Control would not qualify as a permissible date of distribution under Section\u00a0409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section\u00a0409A of the Code applies to such distribution, the Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Sections 4(a) or 4(b)(ii) as though such Change in Control had not occurred.", "references": ["Non-Disparagement", "Effective Dates", "Entire Agreements", "Tax Withholdings", "Qualifications", "Authorizations", "Employment", "Integration", "Anti-Corruption Laws", "General", "Survival", "Forfeitures", "Disability", "No Waivers", "Interpretations", "Jurisdictions", "No Defaults", "Liens", "Interests", "Costs", "Severability", "Participations", "Remedies", "Warranties", "Specific Performance", "Transactions With Affiliates", "Records", "Representations", "Expenses", "Taxes", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.\u00a0 Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties or their respective heirs, successors and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.", "references": ["Entire Agreements", "Non-Disparagement", "Approvals", "Publicity", "Costs", "Construction", "Specific Performance", "Waiver Of Jury Trials", "Severability", "Compliance With Laws", "Warranties", "Interests", "Fees", "Governing Laws", "Assignments", "Death", "Intellectual Property", "Consent To Jurisdiction", "Capitalization", "Positions", "Existence", "Subsidiaries", "Adjustments", "Indemnity", "Remedies", "Participations", "Amendments", "Tax Withholdings", "Payments", "Books", "Benefits"], "gold": ["Benefits"]}
+{"input": "All payments to Executive under this Agreement will be reduced by all applicable withholding required by federal, state or local law.", "references": ["Base Salary", "Survival", "Fees", "Integration", "Remedies", "Applicable Laws", "Miscellaneous", "Organizations", "Publicity", "Vacations", "Brokers", "Transactions With Affiliates", "Terminations", "Agreements", "Consent To Jurisdiction", "Indemnity", "Disability", "Forfeitures", "Participations", "Solvency", "Change In Control", "Employment", "Subsidiaries", "Books", "Headings", "Binding Effects", "Powers", "No Conflicts", "Terms", "Costs", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "If the Committee determines, in its sole discretion, that you have, at any time, willfully engaged in conduct that is harmful to the Company (or any Related Company), the Committee may declare that all or a portion of this Performance-Based Restricted Stock award is immediately forfeited. If the Committee determines, in its sole discretion, that you have willfully engaged in conduct that is harmful to the Company (or any Related Company), you shall repay to the Company all or any vested shares of Company Stock owned by you as a result of this Award Agreement or all or any of the amount realized as a result of the sale of Company Stock awarded to you under this Award Agreement, to the extent required by the Committee. Repayment or forfeiture required under this Section shall be enforced by the Board or its delegate, in the manner the Board or its delegate determines to be appropriate. Your acceptance of the Performance-Based Restricted Stock reflected in this Award Agreement constitutes acceptance of the forfeiture and repayment provisions of this Section.", "references": ["Vesting", "Assignments", "Participations", "Employment", "Integration", "Qualifications", "Litigations", "Expenses", "Withholdings", "Severability", "Financial Statements", "Cooperation", "Binding Effects", "Successors", "Representations", "Consent To Jurisdiction", "Effective Dates", "Sales", "Brokers", "Waiver Of Jury Trials", "Existence", "Venues", "Indemnity", "Base Salary", "Definitions", "Insurances", "Waivers", "Miscellaneous", "Adjustments", "Transactions With Affiliates", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designation and the issuance of the Preferred Shares and the Underlying Shares, do not and will not (i) violate any provision of the Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company\u2019s or any of its subsidiaries\u2019 properties or assets are bound, (iii) create or impose a pledge, lien, mortgage, security interest, charge or other encumbrance of any nature on any property or asset of the Company or its subsidiaries under any agreement or any commitment to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or by which any of its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, except, in all case of clauses (i) or (iv) (with respect to federal and state securities laws) above, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not required under federal, state, foreign or local law, rule or regulation to obtain any consent, approval, license, authorization or order of, or make any declaration, filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents or issue and sell the Securities in accordance with the terms hereof or thereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the \u201c Commission \u201d) and/or FINRA prior to or subsequent to the Closing, or state securities administrators subsequent to the Closing, or any registration statement which may be filed pursuant hereto or thereto).", "references": ["Jurisdictions", "Terminations", "Books", "Headings", "General", "Financial Statements", "Venues", "Construction", "Agreements", "Successors", "Liens", "Adjustments", "Intellectual Property", "Subsidiaries", "Modifications", "Non-Disparagement", "Costs", "Base Salary", "Duties", "Titles", "Employment", "Approvals", "Publicity", "Tax Withholdings", "Interests", "Confidentiality", "Benefits", "Terms", "Indemnity", "Waiver Of Jury Trials", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Plan shall be interpreted, construed, enforced, and performed in accordance with applicable federal law (including all applicable provisions of Code Section\u00a0409A) and, to the extent not preempted by federal law, in accordance with the laws of the State of Michigan. Though the Company intends that the Plan comply with the requirements of Code Section\u00a0409A and the regulations and guidance promulgated thereunder, the Company makes no representation that the Plan complies with Code Section\u00a0409A and shall have no liability to any Participant for any failure to comply with Code Section\u00a0409A. This Plan shall constitute an \u201caccount balance plan\u201d as defined in Treas. Reg. Section\u00a031.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Code Section\u00a0409A, all amounts deferred under this Plan shall be aggregated with amounts deferred under other account balance plans.", "references": ["Liens", "Change In Control", "Vesting", "Capitalization", "Subsidiaries", "Anti-Corruption Laws", "Existence", "Disability", "Qualifications", "Severability", "Counterparts", "Effectiveness", "Jurisdictions", "Entire Agreements", "Sales", "No Defaults", "Withholdings", "Benefits", "Warranties", "Disclosures", "Payments", "Indemnity", "Authority", "Assignments", "Authorizations", "Erisa", "Defined Terms", "Construction", "Expenses", "Vacations", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "There are no actions, suits, proceedings or investigations pending or, to the knowledge of RLLT after reasonable investigation, threatened by or against RLLT or affecting RLLT or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in the Schedule 2.08 to the RLLT Schedules. RLLT has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.", "references": ["Positions", "Brokers", "Survival", "Base Salary", "Anti-Corruption Laws", "Consents", "Releases", "Cooperation", "Sanctions", "Counterparts", "Entire Agreements", "Records", "Authorizations", "Waiver Of Jury Trials", "Arbitration", "Terms", "Notices", "Approvals", "Enforcements", "Disclosures", "No Defaults", "Successors", "Existence", "Liens", "Governing Laws", "Waivers", "Closings", "Insurances", "Erisa", "Authority", "Litigations"], "gold": ["Litigations"]}
+{"input": "The Executive acknowledges that he has had at least twenty-one (21) calendar days after the receipt of this waiver and release to consider signing this waiver and release, and that he may voluntarily choose to waive this 21-day period. In addition, the Executive has seven (7) calendar days after signing this Agreement to revoke it, in which case this Agreement shall be null and void. Any such revocation must be in writing and be submitted to Kathleen Waters. The Executive understands that if he signs this Agreement and does not revoke this Agreement within seven (7) calendar days after signing, this waiver and release will become fully effective and enforceable.", "references": ["Tax Withholdings", "Authority", "No Defaults", "Payments", "Withholdings", "Waiver Of Jury Trials", "Powers", "Amendments", "Waivers", "Defined Terms", "Enforcements", "Consent To Jurisdiction", "Miscellaneous", "Erisa", "Death", "Submission To Jurisdiction", "Modifications", "Non-Disparagement", "Insurances", "Assignments", "Entire Agreements", "Representations", "Arbitration", "Indemnifications", "Successors", "Compliance With Laws", "Taxes", "Enforceability", "Participations", "Disclosures", "Releases"], "gold": ["Releases"]}
+{"input": "Unless otherwise expressly set forth herein, the terms of this Exhibit will control in the case of any conflict with the terms of the Agreement.", "references": ["Expenses", "Indemnity", "General", "Non-Disparagement", "No Conflicts", "Vesting", "Qualifications", "Sanctions", "Benefits", "Adjustments", "Successors", "Enforceability", "Financial Statements", "Governing Laws", "No Waivers", "Withholdings", "Records", "Disability", "Disclosures", "Transactions With Affiliates", "Positions", "Waiver Of Jury Trials", "Amendments", "Costs", "Confidentiality", "Approvals", "Base Salary", "Representations", "Forfeitures", "Further Assurances", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agre ement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery of a copy of this Agreement bearing a n original signature by facsimile transmission or by electronic mail in \u201cportable document format\u201d shall have the same effect as physical delivery of the paper document bearing the original signature.", "references": ["Closings", "Publicity", "Remedies", "Titles", "No Conflicts", "Integration", "Intellectual Property", "Jurisdictions", "Notices", "Vesting", "Approvals", "Costs", "Organizations", "Terminations", "Payments", "Authority", "Warranties", "Duties", "Powers", "Effective Dates", "Assignments", "Taxes", "Interests", "Indemnity", "Withholdings", "Enforcements", "Survival", "Specific Performance", "Governing Laws", "Expenses", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as otherwise provided in this Agreement, the Award shall vest in accordance with the vesting schedule set forth in the Award Notice (the \u201c Vesting Schedule \u201d).", "references": ["Adjustments", "Applicable Laws", "Fees", "Warranties", "Use Of Proceeds", "Jurisdictions", "Existence", "Notices", "Remedies", "Closings", "Benefits", "Enforcements", "Agreements", "Modifications", "General", "No Defaults", "Further Assurances", "Subsidiaries", "Interests", "Headings", "Effectiveness", "Base Salary", "Titles", "Submission To Jurisdiction", "Definitions", "Binding Effects", "Death", "Intellectual Property", "Anti-Corruption Laws", "Withholdings", "Vesting"], "gold": ["Vesting"]}
+{"input": "(a) The Outstanding Principal Balance of any Series of Notes which may be authenticated and delivered from time to time under this Indenture shall not exceed the initial Outstanding Principal Balance set forth for such Series of Notes, in the case of the Initial Notes, in the definition of the Initial Series A Notes or the Initial Series B Notes, as applicable, or, with respect to any Refinancing Notes, as authorized in a Trustee Resolution.\u00a0\u00a0All Initial Notes shall be issued at the same time and no additional Notes shall be issued under this Indenture; provided that Refinancing Notes may be issued in connection with a Refinancing of the Initial Notes or a refinancing of any previously issued Refinancing Notes and any Refinancing Notes may be reopened, without the consent of any Holder, for the issuance of additional Refinancing Notes, subject in all cases to Sections\u00a02.10 and\u00a05.02 and any other applicable provision of this Indenture; provided that at no time may the Outstanding Principal Balance of any Series of Refinancing Notes issued in connection with a Refinancing exceed the Redemption Price of the Series of Notes being refinanced thereby plus Refinancing Expenses relating thereto.", "references": ["Duties", "Disclosures", "Warranties", "Liens", "Qualifications", "Enforceability", "Assignments", "Confidentiality", "Vesting", "Assigns", "Vacations", "Submission To Jurisdiction", "Adjustments", "Waivers", "Construction", "Sales", "Employment", "Entire Agreements", "Successors", "Consent To Jurisdiction", "Authorizations", "Base Salary", "Applicable Laws", "Releases", "Anti-Corruption Laws", "Powers", "Further Assurances", "Transactions With Affiliates", "Interests", "Terminations", "Terms"], "gold": ["Terms"]}
+{"input": "Each Party represents and warrants to the other that if they are represented by any brokers or finders entitled to any compensation with respect to the Transaction that Party shall be responsible for any compensation due to the broker or finder, and each Party agrees to indemnify and hold the other harmless from and against any expenses or damages incurred because of a breach of this representation and warranty.", "references": ["Vacations", "Arbitration", "Headings", "Qualifications", "Further Assurances", "Enforcements", "Effective Dates", "Tax Withholdings", "Counterparts", "Vesting", "Binding Effects", "Authority", "Construction", "Interests", "Adjustments", "Consents", "Liens", "Withholdings", "No Conflicts", "Disclosures", "Severability", "Indemnity", "Existence", "Capitalization", "Representations", "Organizations", "Effectiveness", "Integration", "Terminations", "Assignments", "Brokers"], "gold": ["Brokers"]}
+{"input": "No Employee or member of the Committee or Board shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from the individual\u2019s willful malfeasance, gross negligence or reckless disregard of the individual\u2019s duties.", "references": ["Waiver Of Jury Trials", "Remedies", "Venues", "Sanctions", "Cooperation", "Severability", "Successors", "Warranties", "No Conflicts", "Defined Terms", "Definitions", "Interests", "Enforcements", "Releases", "Enforceability", "Brokers", "Use Of Proceeds", "General", "Headings", "Approvals", "Disclosures", "Litigations", "Forfeitures", "Waivers", "Binding Effects", "Tax Withholdings", "Sales", "Effective Dates", "Base Salary", "Death", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "There are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely to or affecting any Credit Party or any Restricted Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.", "references": ["Assigns", "Participations", "Powers", "Death", "Warranties", "Enforcements", "Representations", "Construction", "Assignments", "Interests", "Non-Disparagement", "Submission To Jurisdiction", "Venues", "Governing Laws", "Releases", "Benefits", "Enforceability", "Consents", "Waivers", "Intellectual Property", "Authority", "Organizations", "Employment", "Entire Agreements", "Insurances", "Closings", "Arbitration", "Specific Performance", "Solvency", "Taxes", "Litigations"], "gold": ["Litigations"]}
+{"input": "If an Account of any Obligor includes a charge for any Taxes, Agent is authorized, in its discretion, to pay the amount thereof to the proper taxing authority for the account of such Obligor and to charge Obligors therefor; provided , however , that neither Agent nor Lenders shall be liable for any Taxes that may be due from Obligors or with respect to any Collateral.", "references": ["Notices", "Participations", "No Defaults", "Costs", "Jurisdictions", "Closings", "Modifications", "Consents", "No Waivers", "Definitions", "Vacations", "Consent To Jurisdiction", "Construction", "Waivers", "Waiver Of Jury Trials", "Confidentiality", "Successors", "Non-Disparagement", "Disclosures", "Adjustments", "Headings", "Counterparts", "Liens", "Representations", "Binding Effects", "Terminations", "Employment", "Organizations", "Tax Withholdings", "Approvals", "Taxes"], "gold": ["Taxes"]}
+{"input": "(a)\u00a0Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section\u00a011.1) to (i)\u00a0take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (including with respect to the Escrow Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date) (A)\u00a0to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, the release of any Subsidiary Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder), that is otherwise permitted by the Loan Documents or that has been consented to in accordance with Section\u00a011.1; provided that no such release shall occur if (x)\u00a0such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (y)\u00a0such Collateral continues to secure any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (B)\u00a0under the circumstances described in paragraph (b)\u00a0below, and (ii)\u00a0take any action that such Agent deems appropriate in good faith, reasonably requested by the Borrower, having the effect of permitting any Mortgaged Property to become subject to Liens permitted under Section\u00a08.3(e).", "references": ["Erisa", "Notices", "Positions", "Headings", "Arbitration", "Defined Terms", "Enforcements", "Intellectual Property", "Specific Performance", "Effective Dates", "No Waivers", "Organizations", "Integration", "Powers", "Participations", "Definitions", "Death", "Capitalization", "Publicity", "Venues", "Warranties", "Records", "Waivers", "Adjustments", "Amendments", "Agreements", "Interpretations", "Consent To Jurisdiction", "Costs", "Employment", "Liens"], "gold": ["Liens"]}
+{"input": "EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i)\u00a0NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii)\u00a0IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii)\u00a0IT MAKES THIS WAIVER VOLUNTARILY; AND (iv)\u00a0IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION \u00a010(c) .", "references": ["Disclosures", "Effectiveness", "Payments", "Fees", "Erisa", "Terminations", "Vesting", "Modifications", "Arbitration", "Counterparts", "Authority", "Employment", "Enforcements", "Cooperation", "Terms", "Construction", "Indemnity", "Headings", "Releases", "Consent To Jurisdiction", "Indemnifications", "No Waivers", "Remedies", "Closings", "Benefits", "General", "Survival", "Notices", "Venues", "Definitions", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Any notice hereunder to the Company must be addressed to: MGM Growth Properties LLC, 6385 South Rainbow Boulevard, Las Vegas, Nevada 89118, Attention: Secretary, and any notice hereunder to the Participant must be addressed to the Participant at the Participant\u2019s last address on the records of the Company, subject to the right of either party to designate at any time hereafter in writing some other address. Any notice shall be deemed to have been duly given on personal delivery or three (3) days after being sent in a properly sealed envelope, addressed as set forth above, and deposited (with first class postage prepaid) in the United States mail.", "references": ["Participations", "Cooperation", "Specific Performance", "Indemnity", "Disclosures", "Litigations", "Miscellaneous", "Further Assurances", "Confidentiality", "Representations", "Tax Withholdings", "Capitalization", "Assignments", "Change In Control", "Vacations", "Governing Laws", "Warranties", "Liens", "Waivers", "Erisa", "Enforcements", "Positions", "No Defaults", "Effectiveness", "Closings", "Definitions", "Qualifications", "Venues", "Effective Dates", "Expenses", "Notices"], "gold": ["Notices"]}
+{"input": "The terms of Section 9.14 of the Pledge and Security Agreement are incorporated herein by reference mutatis mutandis and the parties hereto agree to such terms.", "references": ["Successors", "Forfeitures", "Terms", "Insurances", "Amendments", "Existence", "Cooperation", "Disability", "Indemnifications", "Participations", "Fees", "Tax Withholdings", "Confidentiality", "Sanctions", "Anti-Corruption Laws", "Powers", "Non-Disparagement", "Subsidiaries", "Authorizations", "Closings", "Vacations", "Submission To Jurisdiction", "Books", "Jurisdictions", "Use Of Proceeds", "Compliance With Laws", "Terminations", "Disclosures", "Assignments", "Brokers", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "No failure to exercise, and no delay in exercising any right, power or remedy hereunder or under any Loan Document or any Modification Document shall impair any right, power or remedy which the Agent may have, nor shall any such delay be construed to be a waiver of any of such rights, powers, or remedies, or an acquiescence in any breach or default under any Loan Document or any Modification Document, nor shall any waiver of any breach or default of the Borrower hereunder be deemed a waiver of any breach or default subsequently occurring. The rights and remedies herein specified are cumulative and not exclusive of any rights or remedies which the Agent would otherwise have.", "references": ["Notices", "Capitalization", "Benefits", "Change In Control", "Authority", "Compliance With Laws", "Transactions With Affiliates", "Titles", "Death", "Binding Effects", "Interests", "Costs", "Withholdings", "General", "Solvency", "Publicity", "Indemnity", "Headings", "Releases", "Closings", "Successors", "Forfeitures", "Anti-Corruption Laws", "Organizations", "Miscellaneous", "Insurances", "Arbitration", "Specific Performance", "Waiver Of Jury Trials", "Construction", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "(a)\u00a0The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Article VII and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Designated Subsidiary or any other Person or any collateral.", "references": ["Fees", "Defined Terms", "Capitalization", "Brokers", "Organizations", "Representations", "Miscellaneous", "Anti-Corruption Laws", "Authorizations", "Notices", "Adjustments", "Submission To Jurisdiction", "Solvency", "Use Of Proceeds", "Successors", "Severability", "Vacations", "Publicity", "Authority", "Tax Withholdings", "Qualifications", "Releases", "Litigations", "Jurisdictions", "Binding Effects", "Enforcements", "Liens", "Assigns", "Indemnifications", "Integration", "Waivers"], "gold": ["Waivers"]}
+{"input": "Borrower hereby grants to Lender a lien and right of set-off for all Borrower\u2019s liabilities arising under this Note upon and against Borrower\u2019s deposits, credits and property now or hereafter in the possession or control of Lender.\u00a0\u00a0Upon the occurrence and during the continuance of an Event of Default (subject to any applicable notices and grace periods), Lender may, at any time and without notice apply all or any part of said deposits, credits and property to Borrower\u2019s liabilities and obligations under this Note, even though Borrower\u2019s liabilities and obligations hereunder be unmatured.", "references": ["Change In Control", "Miscellaneous", "Integration", "No Defaults", "Anti-Corruption Laws", "Fees", "Organizations", "Publicity", "Subsidiaries", "Duties", "Enforcements", "Withholdings", "Expenses", "Effective Dates", "Enforceability", "Disability", "Definitions", "Headings", "Consent To Jurisdiction", "Sanctions", "Counterparts", "Intellectual Property", "Terminations", "Cooperation", "Entire Agreements", "General", "Confidentiality", "Powers", "Survival", "Existence", "Liens"], "gold": ["Liens"]}
+{"input": "This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Louisiana without regard to conflicts of law principles and irrespective of Executive\u2019s work location. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the State of Louisiana, Parish of Lafayette. The parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.", "references": ["Authority", "Forfeitures", "Agreements", "No Defaults", "Adjustments", "Representations", "Change In Control", "Disclosures", "Publicity", "Brokers", "No Conflicts", "Releases", "Cooperation", "Compliance With Laws", "Records", "Anti-Corruption Laws", "Financial Statements", "Vesting", "Transactions With Affiliates", "Entire Agreements", "Capitalization", "Modifications", "Costs", "Terms", "Positions", "Indemnity", "Disability", "Vacations", "Non-Disparagement", "Jurisdictions", "Venues"], "gold": ["Venues"]}
+{"input": "The Board shall have complete power and authority to amend the Plan at any time; provided, however, that the Board shall not, without the requisite affirmative approval of stockholders of the Company, make any amendment which requires stockholder approval under the Code or under any other applicable law or rule\u00a0of any stock exchange or listing service which lists Common Stock or Company Voting Securities.\u00a0 No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such Award.", "references": ["No Conflicts", "Taxes", "Existence", "Disclosures", "Interests", "Consents", "Defined Terms", "Withholdings", "Disability", "Entire Agreements", "Definitions", "Specific Performance", "Confidentiality", "Consent To Jurisdiction", "Terminations", "Modifications", "Employment", "Governing Laws", "Remedies", "Non-Disparagement", "Death", "Approvals", "General", "Fees", "Successors", "Effective Dates", "Expenses", "Releases", "Solvency", "Litigations", "Amendments"], "gold": ["Amendments"]}
+{"input": "You represent and agree that: (a) you have carefully read and understand this Agreement and, in particular, the General Release, Waiver and Covenant Not to Sue contained in paragraph 4 above, and fully understand the final and binding effect of same; (b) you were advised to consult legal counsel before signing this Agreement and have had the opportunity to do so; (c) you are not entitled to the consideration set forth in this Agreement, but for your signing this Agreement; (d) you are signing this Agreement knowingly and voluntarily and for reasons of your own; and (e) the Company has not made any representations inconsistent with the terms of this Agreement.", "references": ["No Waivers", "Modifications", "Solvency", "Sales", "Submission To Jurisdiction", "Indemnifications", "Authority", "Assigns", "Records", "Confidentiality", "Books", "Authorizations", "Capitalization", "Payments", "Defined Terms", "General", "Forfeitures", "Effectiveness", "Interests", "Arbitration", "Definitions", "Compliance With Laws", "Change In Control", "Venues", "Closings", "No Conflicts", "Participations", "Consent To Jurisdiction", "Death", "Sanctions", "Representations"], "gold": ["Representations"]}
+{"input": "Loan Parties shall pay on demand all of Lender\u2019s attorneys\u2019 fees and costs incurred by Lender in: (a) enforcing this Agreement or any other Loan Document and Lender\u2019s rights in its Collateral; and (b) the collection of any amounts due under this Agreement, whether or not suit is brought. Further, Lender shall be entitled to all attorneys\u2019 fees and costs incurred by Lender in connection with any Bankruptcy proceeding of any Loan Party, including any and all attorneys\u2019 fees and costs incurred to preserve, protect, monitor, or realize upon the Obligations and any security for such Obligations. The costs incurred by Lender include but are not limited to appraisal fees, filing fees, audit and inspection fees, and all other out-of-pocket costs and expenses incurred by Lender.", "references": ["Representations", "Insurances", "Integration", "Entire Agreements", "Binding Effects", "Submission To Jurisdiction", "Notices", "Death", "Venues", "Waiver Of Jury Trials", "Remedies", "Indemnifications", "Benefits", "Sanctions", "Employment", "Survival", "Enforceability", "Amendments", "Existence", "Anti-Corruption Laws", "Approvals", "No Waivers", "Vacations", "Counterparts", "Definitions", "Payments", "Authority", "Headings", "Forfeitures", "Records", "Costs"], "gold": ["Costs"]}
+{"input": "Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby.\u00a0\u00a0Each party ( i ) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and ( ii ) acknowledges that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this section.", "references": ["Definitions", "Submission To Jurisdiction", "Existence", "Assignments", "Governing Laws", "Insurances", "Effective Dates", "Modifications", "Benefits", "Employment", "Taxes", "Tax Withholdings", "Titles", "Notices", "Terms", "Liens", "Representations", "Books", "Positions", "Anti-Corruption Laws", "Further Assurances", "Amendments", "Publicity", "Closings", "Base Salary", "Applicable Laws", "Warranties", "Subsidiaries", "Enforcements", "Payments", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Section headings and captions contained in this Agreement are for convenience only and shall not be construed to define, limit or affect the scope or meaning of the provisions hereof. All references herein to Sections shall be deemed to refer to numbered sections of this Agreement.", "references": ["Existence", "Confidentiality", "No Defaults", "Disclosures", "Interpretations", "Death", "Solvency", "Jurisdictions", "Assigns", "Consents", "Arbitration", "Withholdings", "Expenses", "Consent To Jurisdiction", "Modifications", "Approvals", "Benefits", "Enforcements", "Binding Effects", "Remedies", "Terms", "Non-Disparagement", "Waiver Of Jury Trials", "Disability", "Change In Control", "Amendments", "Use Of Proceeds", "Vesting", "Cooperation", "Agreements", "Construction"], "gold": ["Construction"]}
+{"input": "This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.\u00a0 In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.\u00a0 Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.", "references": ["Non-Disparagement", "Taxes", "Successors", "Sanctions", "Consent To Jurisdiction", "Approvals", "Insurances", "Subsidiaries", "Applicable Laws", "Representations", "Indemnity", "Waiver Of Jury Trials", "Effectiveness", "Intellectual Property", "Binding Effects", "Interests", "Financial Statements", "Change In Control", "Disability", "Withholdings", "Compliance With Laws", "Qualifications", "Releases", "Duties", "Authorizations", "Solvency", "Notices", "Enforcements", "Terms", "Use Of Proceeds", "Integration"], "gold": ["Integration"]}
+{"input": "The representations, warranties, covenants and agreements made herein or in any certificates or documents executed in connection herewith shall indefinitely survive (and not be affected in any way by) the Closing or any investigation and inquiry made (or omitted) by or on behalf of the Purchaser or its representatives or any information that any party or their representatives may receive. Notwithstanding the foregoing, other than for fraud, the representations and warranties of the Company and the Purchaser contained in Article II (other than those contained in Sections 2.1(a), 2.1(b), 2.1(c), 2.1(d), 2.1(n), 2.2(a) and 2.2(b), which shall indefinitely survive) shall terminate on the date that is eighteen (18) months from the Closing Date; provided, however, that such representations and warranties shall survive to the extent a claim based upon, resulting from or arising out of a breach or inaccuracy of any such representation and warranty is made prior to such date until such claim is finally resolved.", "references": ["Vacations", "Records", "No Defaults", "Compliance With Laws", "Interpretations", "Organizations", "Modifications", "Use Of Proceeds", "Disability", "Enforcements", "Sales", "Closings", "Employment", "Death", "Intellectual Property", "Anti-Corruption Laws", "Transactions With Affiliates", "Indemnity", "Forfeitures", "Indemnifications", "Participations", "Benefits", "Warranties", "Change In Control", "Further Assurances", "Tax Withholdings", "Waivers", "Insurances", "Powers", "Confidentiality", "Survival"], "gold": ["Survival"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of Section \u00a09.10(b) , (ii) by way of participation in accordance with the provisions of Section \u00a09.10(d) or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of Section \u00a09.10(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section \u00a09.10(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Publicity", "Severability", "Definitions", "Cooperation", "General", "Remedies", "Titles", "Tax Withholdings", "Employment", "Authority", "Sales", "No Conflicts", "Adjustments", "Further Assurances", "Death", "Enforceability", "Sanctions", "Disability", "Agreements", "Effective Dates", "Enforcements", "Litigations", "Capitalization", "Qualifications", "Taxes", "Consent To Jurisdiction", "Terms", "No Defaults", "Warranties", "Representations", "Successors"], "gold": ["Successors"]}
+{"input": "If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid and unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in nature in its terms to such illegal, invalid or unenforceable provision as may be legal, valid and enforceable.", "references": ["Enforcements", "Indemnity", "Tax Withholdings", "Consents", "Headings", "Costs", "Integration", "Positions", "Withholdings", "Erisa", "Arbitration", "Titles", "Solvency", "Confidentiality", "Definitions", "Modifications", "Books", "Benefits", "Expenses", "Adjustments", "Entire Agreements", "Records", "Jurisdictions", "Remedies", "Interests", "Intellectual Property", "Duties", "Taxes", "Binding Effects", "Compliance With Laws", "Severability"], "gold": ["Severability"]}
+{"input": "The rights and obligations of the parties under the provisions of this Agreement (including without limitation Section 7) shall survive, and remaining binding and enforceable, notwithstanding the termination of this Agreement, the termination of Executive\u2019s Employment hereunder or otherwise, to the extent necessary to preserve the intended benefits of such provision.", "references": ["Death", "Specific Performance", "Confidentiality", "Interpretations", "Intellectual Property", "Definitions", "Financial Statements", "Submission To Jurisdiction", "Vacations", "Severability", "Applicable Laws", "Records", "Compliance With Laws", "Waivers", "Agreements", "Warranties", "Expenses", "Terminations", "Costs", "Cooperation", "Enforcements", "Non-Disparagement", "Brokers", "Positions", "Notices", "Anti-Corruption Laws", "Benefits", "Remedies", "Modifications", "Arbitration", "Survival"], "gold": ["Survival"]}
+{"input": "A\u00a0\u00a0list\u00a0\u00a0 of\u00a0\u00a0 all\u00a0\u00a0Registered\u00a0\u00a0Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, material exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use material Intellectual Property (but excluding in-bound licenses of over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses, each Credit Party is the sole owner of its material Intellectual Property free and clear of any Liens other than Permitted Liens. No part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the Borrower\u2019s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party where the effect of such violation would reasonably be expected to have a Material Adverse Effect.", "references": ["Taxes", "Assignments", "Powers", "Records", "Vacations", "Sanctions", "Solvency", "Books", "Indemnifications", "Indemnity", "Effectiveness", "Subsidiaries", "Binding Effects", "Forfeitures", "Remedies", "Transactions With Affiliates", "Litigations", "Insurances", "Entire Agreements", "Notices", "Releases", "Compliance With Laws", "Venues", "Financial Statements", "Withholdings", "Terminations", "Terms", "Construction", "Severability", "Qualifications", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "Commencing as of the Effective Date, Employee shall be entitled to (i) not less than four (4) weeks paid vacation leave during each twelve (12) month period of employment in accordance with Employer\u2019s standard policy, to be taken at such times as selected by Employee and approved by Employer, and (ii) paid holidays (or, at Employer\u2019s option, an equivalent number of paid days off) in accordance with Employer\u2019s respective standard policies.", "references": ["Expenses", "Integration", "Submission To Jurisdiction", "Jurisdictions", "Insurances", "Effectiveness", "Survival", "General", "Consent To Jurisdiction", "Waiver Of Jury Trials", "Capitalization", "Headings", "Approvals", "Erisa", "Brokers", "Liens", "Benefits", "Employment", "Successors", "Enforceability", "Interests", "Further Assurances", "Vesting", "Defined Terms", "No Conflicts", "Specific Performance", "Indemnifications", "No Waivers", "Venues", "Payments", "Vacations"], "gold": ["Vacations"]}
+{"input": "In case any one or more of the provisions contained in this Grantor Joinder Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "references": ["Sales", "Subsidiaries", "Existence", "Capitalization", "Confidentiality", "Brokers", "Definitions", "Vacations", "Participations", "Counterparts", "Intellectual Property", "Remedies", "Organizations", "Sanctions", "Notices", "Miscellaneous", "Non-Disparagement", "Effectiveness", "Specific Performance", "Disability", "Books", "Warranties", "Authorizations", "Indemnity", "Forfeitures", "Venues", "Terminations", "Survival", "Consents", "Representations", "Severability"], "gold": ["Severability"]}
+{"input": "This Waiver shall be governed by the laws of the State of New York (without regard to its conflicts of law provisions).", "references": ["Closings", "Records", "Costs", "Jurisdictions", "Venues", "Entire Agreements", "Employment", "Non-Disparagement", "Subsidiaries", "No Conflicts", "Headings", "Tax Withholdings", "Assigns", "Positions", "Defined Terms", "Notices", "Indemnity", "Warranties", "Forfeitures", "Applicable Laws", "Vesting", "Anti-Corruption Laws", "Financial Statements", "Enforceability", "Transactions With Affiliates", "Capitalization", "Counterparts", "Approvals", "Disability", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 nd )Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.", "references": ["Organizations", "Brokers", "Arbitration", "Disclosures", "No Conflicts", "Records", "Entire Agreements", "Defined Terms", "Litigations", "Consents", "Amendments", "Modifications", "Use Of Proceeds", "Survival", "Specific Performance", "Severability", "Cooperation", "Indemnifications", "Effectiveness", "Effective Dates", "Successors", "Assigns", "Assignments", "Payments", "Submission To Jurisdiction", "Warranties", "Governing Laws", "Financial Statements", "Binding Effects", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "In the event that Administrative Agent incurs any obligations, costs or expenses under this Agreement, Indemnitor shall pay Administrative Agent promptly on demand, and if such payment is not received within ten (10) Business Days, interest on such amount shall, after the expiration of the ten (10) Business Day period, accrue at the Default Rate until such amount, plus interest, is paid in full.", "references": ["Erisa", "Qualifications", "No Defaults", "Withholdings", "Releases", "Terminations", "No Conflicts", "Books", "Records", "Publicity", "Approvals", "Waiver Of Jury Trials", "Sanctions", "Severability", "Waivers", "Indemnifications", "General", "Enforceability", "Base Salary", "Applicable Laws", "Jurisdictions", "Warranties", "Notices", "Authority", "Venues", "Authorizations", "Vacations", "Disclosures", "Anti-Corruption Laws", "Organizations", "Interests"], "gold": ["Interests"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without regard to conflicts of law. The parties further agree that any appropriate state or federal court sitting in the state of New Jersey shall have jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be the exclusive forum in which to adjudicate such case or controversy. The parties consent to the jurisdiction of such courts.", "references": ["Subsidiaries", "Binding Effects", "Representations", "General", "Financial Statements", "Solvency", "Modifications", "Titles", "Definitions", "Successors", "Waiver Of Jury Trials", "Payments", "Sanctions", "Applicable Laws", "Books", "Fees", "Records", "Confidentiality", "Capitalization", "Erisa", "Forfeitures", "Approvals", "Qualifications", "No Waivers", "Existence", "Death", "Releases", "Waivers", "Interests", "Publicity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In the event of any Optional Repayment or Mandatory Repayment with respect to a Financed Rental Property, upon receipt of the applicable Repayment Amount and other amounts due in connection therewith, as provided in Section 3(e) or Section 3(f), as applicable, if such Financed Rental Property is encumbered by a Mortgage, such Financed Rental Property (a \u201c Released Property \u201d) shall be automatically released by Lender from the applicable Mortgage Documents and related Lien without any further action of the applicable Borrower, provided , that (i) the applicable Borrower may deliver to Lender a release (and, in the event the related Mortgage and the Assignment of Leases and Rents encumbers other Financed Rental Properties in addition to the Released Property, such release shall be a partial release that relates only to the Released Property and does not affect the Liens and security interests encumbering or on the other Financed Rental Properties) in form and substance appropriate for the jurisdiction in which such Released Property is located and shall contain standard provisions protecting the rights of Lender, which release shall be promptly executed by Lender, (ii) Borrowers shall pay all costs, taxes and expenses associated with such release (including cost to file and record the release and Lender\u2019s reasonable attorneys\u2019 fees) and (iii) such Released Property is a separate legal parcel from the property remaining encumbered by Mortgages.", "references": ["Use Of Proceeds", "Erisa", "Enforceability", "Books", "Titles", "Vacations", "Notices", "Applicable Laws", "Further Assurances", "Non-Disparagement", "No Waivers", "Payments", "Miscellaneous", "Counterparts", "Powers", "Remedies", "Benefits", "Expenses", "Publicity", "Representations", "Taxes", "Disability", "Costs", "Integration", "Definitions", "Indemnity", "Interpretations", "General", "Confidentiality", "Death", "Releases"], "gold": ["Releases"]}
+{"input": "The proceeds received by GEO from the sale of Common Stock pursuant to Awards granted under the Plan shall constitute general funds of GEO.", "references": ["Powers", "Construction", "Binding Effects", "Qualifications", "No Conflicts", "Publicity", "Enforceability", "Sales", "Disability", "Interests", "Transactions With Affiliates", "Costs", "Capitalization", "Entire Agreements", "Adjustments", "Erisa", "Terms", "Death", "Agreements", "Further Assurances", "Terminations", "Miscellaneous", "Titles", "No Defaults", "Intellectual Property", "Financial Statements", "Closings", "Applicable Laws", "Interpretations", "Cooperation", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.\u00a0\u00a0A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.", "references": ["Assignments", "Base Salary", "Solvency", "Venues", "Employment", "Disability", "Approvals", "Fees", "Non-Disparagement", "Vesting", "Integration", "Disclosures", "Survival", "Modifications", "Submission To Jurisdiction", "Participations", "Releases", "Withholdings", "Interpretations", "Notices", "Warranties", "Sales", "Compliance With Laws", "Use Of Proceeds", "Severability", "Jurisdictions", "Terms", "Remedies", "Enforceability", "Taxes", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Subject to Section II.A.1(b), the Restricted Stock Units will vest in three substantially equal installments on the first three anniversaries of the Date of Grant (each, a \u201cVesting Date\u201d), subject generally to Grantee\u2019s continued status as a Service Provider through each such Vesting Date.", "references": ["Subsidiaries", "Assigns", "Effectiveness", "Authority", "Waiver Of Jury Trials", "Qualifications", "Authorizations", "Waivers", "Definitions", "Transactions With Affiliates", "Publicity", "Confidentiality", "Organizations", "Construction", "Terminations", "No Defaults", "Agreements", "Intellectual Property", "Modifications", "Indemnifications", "Titles", "Powers", "Vacations", "Indemnity", "Compliance With Laws", "Applicable Laws", "Sales", "Effective Dates", "Venues", "Withholdings", "General"], "gold": ["General"]}
+{"input": "References in this Agreement to any Article or Section are, unless otherwise specified, to such Article or Section of this Agreement. Headings and captions used in this Agreement are included for convenience of reference only and shall not be given any substantive effect.", "references": ["No Waivers", "Tax Withholdings", "Successors", "Integration", "Financial Statements", "Compliance With Laws", "Definitions", "Adjustments", "Miscellaneous", "Erisa", "Indemnity", "Interpretations", "Agreements", "Defined Terms", "Litigations", "Non-Disparagement", "Arbitration", "Further Assurances", "Jurisdictions", "Positions", "Specific Performance", "Effective Dates", "Brokers", "Costs", "Withholdings", "Amendments", "Duties", "No Defaults", "Notices", "Forfeitures", "Headings"], "gold": ["Headings"]}
+{"input": "Each of KADI SH and KADI HK is a duly formed company, validly existing and in good standing under the laws of the jurisdiction of its organization, and each has all requisite power and authority, corporate and otherwise, and all governmental licenses, franchises, permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. Neither KADI SH nor KADI HK has taken any action, adopted any plan, or made any agreement in respect of any transaction, consolidation, sale of all or substantially all of their respective equity interests, assets, reorganization, recapitalization, dissolution or liquidation.", "references": ["Closings", "Agreements", "Authority", "Miscellaneous", "Costs", "Employment", "Waiver Of Jury Trials", "Jurisdictions", "Terms", "Governing Laws", "Titles", "Successors", "Capitalization", "Withholdings", "Adjustments", "Enforceability", "Financial Statements", "No Conflicts", "Erisa", "Qualifications", "Releases", "Duties", "Tax Withholdings", "General", "Counterparts", "Sales", "No Waivers", "Change In Control", "Transactions With Affiliates", "Defined Terms", "Powers"], "gold": ["Powers"]}
+{"input": "Employer shall deduct and withhold from compensation and benefits provided under this Agreement all required income and employment taxes and any other similar sums required by law to be withheld.", "references": ["Terminations", "Taxes", "Vacations", "Notices", "Capitalization", "Venues", "Death", "Sales", "Enforceability", "Solvency", "Agreements", "Definitions", "Disability", "Submission To Jurisdiction", "Authorizations", "Indemnifications", "Existence", "Jurisdictions", "Amendments", "Intellectual Property", "Non-Disparagement", "Cooperation", "Employment", "Binding Effects", "Consent To Jurisdiction", "Costs", "Titles", "Sanctions", "No Defaults", "Successors", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "On your Retirement Date and in accordance with the Company\u2019s personnel manual, Trecora will address your other benefits such as outstanding vacation.", "references": ["Expenses", "Waiver Of Jury Trials", "Compliance With Laws", "Subsidiaries", "Binding Effects", "Enforceability", "Death", "Erisa", "Releases", "No Conflicts", "No Defaults", "Jurisdictions", "Indemnity", "Titles", "Interests", "Qualifications", "Use Of Proceeds", "Headings", "Effective Dates", "Authority", "Remedies", "Employment", "Adjustments", "Cooperation", "Consent To Jurisdiction", "Intellectual Property", "Records", "Liens", "No Waivers", "General", "Vacations"], "gold": ["Vacations"]}
+{"input": "Borrower shall (i) cause Mortgage Borrower to comply with Section 5.05 of the Mortgage Loan Agreement, (ii) deliver to Lender, or cause to be delivered to Lender, all documents, reports, notices and other materials (if any) required to be delivered by Mortgage Borrower to Mortgage Lender pursuant to such section of the Mortgage Loan Agreement and (iii) to the extent Mortgage Lender (or the administrative agent under the Mortgage Loan) has any consent or approval right pursuant to such section, Borrower shall be required to obtain the approval or consent of Administrative Agent with respect thereto, provided that Administrative Agent shall be bound by the same standard of consent or approval as Mortgage Lender or administrative agent under the Mortgage Loan are bound with respect to such consent or approval. Borrower shall cause (or shall cause Mortgage Borrower to cause) Lender at all times to be named as an additional insured under all insurance policies required pursuant to the Mortgage Loan Agreement and shall deliver, or cause to be delivered, to Lender evidence, reasonably satisfactory to Lender, of the insurance described in this Section and Section 5.05 of the Mortgage Loan Agreement. No termination of the Mortgage Loan Agreement shall affect the requirements set forth in this Section 5.05. No waiver or amendment of the provisions of Section 5.05 of the Mortgage Loan Agreement shall be effective without the prior written consent of Lender.", "references": ["Base Salary", "Disability", "Approvals", "Consents", "Entire Agreements", "Powers", "Terminations", "Confidentiality", "Jurisdictions", "Indemnifications", "Interests", "Arbitration", "Terms", "Waiver Of Jury Trials", "Enforceability", "Liens", "Cooperation", "Withholdings", "Compliance With Laws", "Death", "Warranties", "Brokers", "Tax Withholdings", "Intellectual Property", "Costs", "Interpretations", "Notices", "Miscellaneous", "Waivers", "Successors", "General"], "gold": ["General"]}
+{"input": "All capitalized terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.", "references": ["Participations", "Specific Performance", "Qualifications", "Notices", "Consents", "Costs", "Base Salary", "Taxes", "Tax Withholdings", "Enforcements", "Modifications", "Releases", "Payments", "Records", "Titles", "Agreements", "Assigns", "Sanctions", "Confidentiality", "Financial Statements", "Applicable Laws", "Publicity", "Entire Agreements", "Expenses", "Books", "Withholdings", "Miscellaneous", "Amendments", "Jurisdictions", "Terminations", "Definitions"], "gold": ["Definitions"]}
+{"input": "If any one or more of the covenants, agreements, provisions or terms of this 2018-B Servicing Supplement or the 2018-B Servicing Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this 2018-B Servicing Supplement or the 2018-B Servicing Agreement, as applicable, and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions and terms of this 2018-B Servicing Supplement or the 2018-B Servicing Agreement.", "references": ["Venues", "Sales", "Effective Dates", "Liens", "Governing Laws", "Miscellaneous", "Non-Disparagement", "Survival", "Withholdings", "Erisa", "Expenses", "Modifications", "Anti-Corruption Laws", "Notices", "Powers", "Enforceability", "Jurisdictions", "Insurances", "Enforcements", "No Conflicts", "Books", "Binding Effects", "Integration", "Adjustments", "Compliance With Laws", "Benefits", "Positions", "Change In Control", "Interpretations", "Death", "Severability"], "gold": ["Severability"]}
+{"input": "Subject to paragraph 12 governing Protected Activity, Employee agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as \u201cSeparation Information\u201d). Except as required by law, Employee may disclose Separation Information only to his immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Employee\u2019s attorney(s), and Employee\u2019s accountant and any professional tax advisor to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Employee agrees that he will not publicize, directly or indirectly, any Separation Information.", "references": ["Litigations", "Definitions", "Publicity", "Erisa", "Construction", "Miscellaneous", "Withholdings", "Taxes", "No Defaults", "Headings", "Books", "Vesting", "Sales", "Amendments", "Benefits", "Transactions With Affiliates", "Subsidiaries", "Use Of Proceeds", "Governing Laws", "Terminations", "Effectiveness", "Further Assurances", "Authorizations", "Disability", "Costs", "Survival", "Binding Effects", "Releases", "Effective Dates", "Counterparts", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The rights of Company under this Agreement may, without the consent of Executive, be assigned by Company to (i) any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly, acquires all or substantially all of Company's stock or assets, or (ii) any affiliate or future affiliate of Company, and such assignment by Company pursuant to this Section 17 shall automatically, and without any further action required by the parties, relieve the assignor Company (and discharge and release the assignor Company) from all obligations and liabilities under or related to this Agreement (all such obligations and/or automatically liabilities assumed by the assignee Company). This Agreement shall be binding upon and inure to the benefit of any successor or assigns of Company. Executive may not assign this Agreement without the written consent of Company. Executive expressly agrees and consents to the enforcement of this Agreement, including but not limited to the restrictive covenants and other obligations in Sections 10, 11, 12 and 13 above, by Company as well as by Company\u2019s successors and/or assigns.", "references": ["Integration", "Change In Control", "Consent To Jurisdiction", "Submission To Jurisdiction", "Applicable Laws", "Enforceability", "Representations", "Liens", "Use Of Proceeds", "Authorizations", "Counterparts", "Interests", "Compliance With Laws", "Headings", "Notices", "Solvency", "Waiver Of Jury Trials", "General", "Books", "No Waivers", "Defined Terms", "Definitions", "Duties", "Insurances", "Employment", "Approvals", "Non-Disparagement", "Tax Withholdings", "Authority", "Construction", "Assignments"], "gold": ["Assignments"]}
+{"input": "The date, amount, interest rate, Class, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i)\u00a0the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii)\u00a0if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section\u00a03.8., in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section\u00a03.8. shall be controlling.", "references": ["Consent To Jurisdiction", "Disability", "Anti-Corruption Laws", "Brokers", "Indemnity", "Change In Control", "Compliance With Laws", "No Conflicts", "Integration", "Amendments", "Assigns", "Expenses", "Existence", "Benefits", "Applicable Laws", "Non-Disparagement", "Modifications", "Effectiveness", "Binding Effects", "Tax Withholdings", "Powers", "Assignments", "Litigations", "Liens", "Authorizations", "Organizations", "Effective Dates", "Enforceability", "Waiver Of Jury Trials", "Governing Laws", "Records"], "gold": ["Records"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the Company\u2019s and the Guarantor\u2019s successors and the Executive\u2019s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.\u00a0\u00a0This Agreement shall not be assignable by the Executive, it being understood and agreed that this is a contract for the Executive\u2019s personal services.\u00a0\u00a0This Agreement shall not be assignable by the Company except that the Company shall assign it in connection with a transaction involving the succession by a third party to all or substantially all of the Company\u2019s or the Guarantor\u2019s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise).\u00a0\u00a0When assigned to a successor, the assignee shall assume this Agreement and expressly agree to perform this Agreement in the same manner and to the same extent as the Company and the Guarantor\u00a0\u00a0would be required to perform it in the absence of such an assignment.\u00a0\u00a0For all purposes under this Agreement, the term \u201cCompany\u201d or \u201cGuarantor\u201d shall include any successor to the Company\u2019s or the Guarantor\u2019s business and/or assets that executes and delivers the assumption agreement described in the immediately preceding sentence or that becomes bound by this Agreement by operation of law.", "references": ["Enforcements", "Waiver Of Jury Trials", "Further Assurances", "Submission To Jurisdiction", "Death", "Terms", "Successors", "No Conflicts", "Jurisdictions", "Specific Performance", "Governing Laws", "Modifications", "Disability", "Confidentiality", "Qualifications", "Employment", "Duties", "Vesting", "Terminations", "Non-Disparagement", "Effectiveness", "No Defaults", "Anti-Corruption Laws", "Sanctions", "Forfeitures", "Arbitration", "Capitalization", "Compliance With Laws", "Organizations", "Severability", "Assigns"], "gold": ["Assigns"]}
+{"input": "The issuance of certificates for the Underlying Units upon the exercise of any Warrant Components will be made without charge to the Holder for any issuance tax in respect thereof; provided , however , that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder.", "references": ["Cooperation", "Subsidiaries", "Terminations", "Indemnifications", "Expenses", "Counterparts", "Books", "Governing Laws", "Waivers", "Fees", "Consents", "Forfeitures", "Remedies", "Arbitration", "Confidentiality", "Anti-Corruption Laws", "Assignments", "Enforcements", "Effectiveness", "General", "Transactions With Affiliates", "Non-Disparagement", "Adjustments", "Capitalization", "Duties", "Costs", "Disclosures", "Base Salary", "Benefits", "Enforceability", "Taxes"], "gold": ["Taxes"]}
+{"input": "Nothing contained in this Fourth Amendment shall be construed as a waiver by the Lenders of any covenant or provision of the Credit Agreement, the other Loan Documents, or of any other contract or instrument between the Loan Parties and any of the Lenders, and the failure of the Lenders at any time or times hereafter to require strict performance by the Loan Parties of any provision thereof shall not waive, affect or diminish any right of the Lenders to thereafter demand strict compliance therewith. The Agent and the Lenders hereby reserve all rights granted under the Credit Agreement, the other Loan Documents, this Fourth Amendment and any other contract or instrument between the Loan Parties and the Lenders.", "references": ["Interpretations", "Employment", "Arbitration", "Tax Withholdings", "Terms", "Titles", "Compliance With Laws", "Terminations", "Survival", "Headings", "Miscellaneous", "Adjustments", "Records", "Capitalization", "Definitions", "Financial Statements", "Authority", "Notices", "Construction", "Existence", "Sales", "Costs", "Non-Disparagement", "Fees", "Interests", "Death", "Books", "Closings", "Benefits", "Severability", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "The Executive shall commence full-time Employment as CVP/CFO under this Agreement on the Effective Date.", "references": ["Solvency", "Authority", "Insurances", "Litigations", "Disclosures", "Costs", "Authorizations", "General", "Consent To Jurisdiction", "Agreements", "Further Assurances", "Submission To Jurisdiction", "Amendments", "Titles", "Consents", "Interpretations", "Approvals", "Assignments", "Indemnifications", "Miscellaneous", "Cooperation", "Governing Laws", "Taxes", "Base Salary", "Erisa", "Warranties", "Brokers", "Applicable Laws", "Forfeitures", "Construction", "Effective Dates"], "gold": ["Effective Dates"]}
+{"input": "This Agreement (and the Employment Agreement to the extent referenced in Sections 8 above and Sections 10 and 11 below) constitutes the entire agreement between the Parties with respect to the matters herein provided. No modifications or waiver of any provision hereof shall be effective unless in writing and signed by each party.", "references": ["Integration", "Disability", "Miscellaneous", "Jurisdictions", "Submission To Jurisdiction", "Taxes", "Approvals", "Confidentiality", "Litigations", "Financial Statements", "Tax Withholdings", "Liens", "Sanctions", "Effective Dates", "Further Assurances", "Defined Terms", "Death", "Consent To Jurisdiction", "Duties", "Successors", "Representations", "Use Of Proceeds", "Transactions With Affiliates", "Subsidiaries", "Solvency", "Payments", "Severability", "Records", "Participations", "Erisa", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any amendment to this Stock Agreement shall be in writing and signed by an executive officer of the Company or the Director of Compensation and Benefits.", "references": ["Indemnifications", "Employment", "Headings", "Applicable Laws", "Interpretations", "No Defaults", "Disclosures", "Qualifications", "Duties", "Solvency", "Use Of Proceeds", "Tax Withholdings", "Transactions With Affiliates", "Waiver Of Jury Trials", "Taxes", "Publicity", "Representations", "Records", "Arbitration", "Construction", "Definitions", "Integration", "Existence", "Venues", "Base Salary", "Terms", "Entire Agreements", "Miscellaneous", "Authority", "Terminations", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois without regard to its choice of law principles.", "references": ["Binding Effects", "Subsidiaries", "Counterparts", "Arbitration", "Indemnity", "Withholdings", "Successors", "Costs", "Interests", "Entire Agreements", "Use Of Proceeds", "Insurances", "Fees", "Base Salary", "Enforcements", "Amendments", "Participations", "Submission To Jurisdiction", "Consent To Jurisdiction", "Vesting", "Organizations", "Records", "Applicable Laws", "Litigations", "Brokers", "Modifications", "Effective Dates", "Non-Disparagement", "Intellectual Property", "Definitions", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Borrower and each of their Restricted Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that are due and payable, except (a)\u00a0Taxes (or any requirement to file Tax returns with respect thereto) that are being contested in good faith by appropriate proceedings and for which the applicable Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b)\u00a0to the extent that the failure to pay Taxes or file Tax returns would not reasonably be expected to result in a Material Adverse Effect.", "references": ["Withholdings", "Jurisdictions", "Modifications", "Subsidiaries", "Terms", "Effective Dates", "Sanctions", "Assignments", "Transactions With Affiliates", "Defined Terms", "Representations", "Cooperation", "Interests", "Intellectual Property", "Enforcements", "Consents", "Liens", "Authorizations", "Headings", "Closings", "Agreements", "Releases", "Consent To Jurisdiction", "Erisa", "Use Of Proceeds", "Powers", "Survival", "Publicity", "Positions", "Severability", "Taxes"], "gold": ["Taxes"]}
+{"input": "There are no Liens on any of the real or personal properties of the Company or any Subsidiary except for Liens created by the Collateral Documents and except as otherwise permitted by Section\u00a06.02.", "references": ["Disclosures", "Effective Dates", "Survival", "Governing Laws", "Cooperation", "Terms", "Agreements", "Assignments", "Base Salary", "Solvency", "Indemnity", "Enforcements", "Records", "Interpretations", "Waivers", "Assigns", "Qualifications", "Modifications", "Notices", "Closings", "Interests", "Venues", "Publicity", "Positions", "Forfeitures", "Authority", "Disability", "Definitions", "Titles", "No Conflicts", "Liens"], "gold": ["Liens"]}
+{"input": "This Agreement may be terminated by any Purchaser, as to such Purchaser\u2019s 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 October 23, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Confidentiality", "Organizations", "Arbitration", "Representations", "Interests", "Closings", "Disclosures", "Governing Laws", "Specific Performance", "Erisa", "Withholdings", "Anti-Corruption Laws", "Duties", "Expenses", "Survival", "Solvency", "Entire Agreements", "Effectiveness", "Sales", "Intellectual Property", "Titles", "Further Assurances", "Brokers", "Subsidiaries", "Publicity", "Positions", "Headings", "Assigns", "Effective Dates", "Agreements", "Terminations"], "gold": ["Terminations"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0 Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Construction", "Releases", "General", "Jurisdictions", "Publicity", "Consents", "Benefits", "Financial Statements", "Notices", "Tax Withholdings", "Indemnifications", "Miscellaneous", "Effective Dates", "Headings", "Enforcements", "Records", "Consent To Jurisdiction", "Assigns", "Existence", "Non-Disparagement", "Qualifications", "Employment", "Confidentiality", "Duties", "Powers", "Expenses", "Interests", "Compliance With Laws", "Further Assurances", "Solvency", "Successors"], "gold": ["Successors"]}
+{"input": "Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix\u00a0A to the Sale and Servicing Agreement, dated as of June 1, 2018, among the Issuer, California Republic Funding,\u00a0LLC, the Servicer and U.S. Bank National Association, which Appendix\u00a0is hereby incorporated into and made a part of this Agreement.\u00a0 Appendix\u00a0A also contains rules as to usage applicable to this Agreement.", "references": ["Confidentiality", "Change In Control", "Arbitration", "Benefits", "No Waivers", "General", "Waiver Of Jury Trials", "Disclosures", "Litigations", "Warranties", "Forfeitures", "Payments", "Severability", "Authorizations", "Approvals", "Liens", "No Defaults", "Governing Laws", "Books", "Intellectual Property", "Releases", "Venues", "Non-Disparagement", "Use Of Proceeds", "Miscellaneous", "Financial Statements", "Existence", "Agreements", "Closings", "Vesting", "Definitions"], "gold": ["Definitions"]}
+{"input": "(i)\u00a0The audited consolidated balance sheet of TMUS and its consolidated subsidiaries as of December\u00a031, 2017 and the related consolidated statements of income and cash flows for the fiscal year then ended, delivered to the Administrative Agent on or prior to the 2018 Amendment Closing Date, fairly present, in conformity with GAAP, the consolidated financial position of TMUS and its consolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year; and (ii)\u00a0the unaudited consolidated balance sheet of TMUS and its consolidated subsidiaries as of June\u00a030, 2018 and the related unaudited consolidated statements of income and cash flows for the three months then ended, delivered to the Administrative Agent on or prior to the 2018 Amendment Closing Date, fairly present in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in clause (i)\u00a0above (except as described in the notes thereto), the financial position of TMUS and its consolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year-end adjustments).", "references": ["Remedies", "Further Assurances", "Effectiveness", "Adjustments", "Brokers", "Anti-Corruption Laws", "Sales", "Binding Effects", "Amendments", "Duties", "Assigns", "Benefits", "Sanctions", "Consents", "Change In Control", "Transactions With Affiliates", "Tax Withholdings", "Erisa", "Cooperation", "Miscellaneous", "Vesting", "Indemnity", "Authority", "Enforceability", "Capitalization", "Representations", "Severability", "No Defaults", "Withholdings", "Intellectual Property", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled;\u00a0 provided , that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Purchaser or the Company, or any of the obligations of Holder under any other agreement between Holder and either Purchaser or the Company, respectively, or any certificate or instrument executed by Holder in favor of Purchaser or the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of Purchaser or the Company or any of the obligations of Holder under this Agreement.", "references": ["Qualifications", "Remedies", "Change In Control", "Vesting", "Tax Withholdings", "Assigns", "Jurisdictions", "Participations", "Employment", "Brokers", "Costs", "Severability", "Successors", "Indemnity", "Authorizations", "Closings", "Enforcements", "Notices", "Disclosures", "Existence", "Litigations", "Interests", "Waivers", "Governing Laws", "Financial Statements", "Disability", "Compliance With Laws", "Expenses", "Survival", "Confidentiality", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Grantee acknowledges and agrees that the covenants set forth in Section 17 hereof are reasonable and valid in time and scope and in all other respects and shall be considered and construed as separate and independent covenants. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, the territory, the definition of activities or the definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Company and Grantee will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws.", "references": ["Assigns", "Warranties", "Enforceability", "No Conflicts", "Disability", "Jurisdictions", "Participations", "Insurances", "Confidentiality", "Disclosures", "Terms", "Remedies", "Tax Withholdings", "Counterparts", "Sales", "Intellectual Property", "Taxes", "Releases", "Death", "Venues", "Vesting", "Cooperation", "Specific Performance", "Records", "Non-Disparagement", "Forfeitures", "Indemnifications", "Capitalization", "Expenses", "Effective Dates", "Severability"], "gold": ["Severability"]}
+{"input": "Each party hereto shall promptly execute and deliver such further agreements and instruments, and take such further actions, as the other party may reasonably request in order to carry out the purpose and intent of this Agreement.", "references": ["Enforcements", "Disability", "Duties", "Existence", "Organizations", "Approvals", "Vesting", "Miscellaneous", "Remedies", "Amendments", "Qualifications", "Waiver Of Jury Trials", "Assignments", "Effective Dates", "Interpretations", "Terms", "Insurances", "Submission To Jurisdiction", "Severability", "Binding Effects", "Costs", "Intellectual Property", "Expenses", "Titles", "Defined Terms", "Erisa", "Specific Performance", "Effectiveness", "Fees", "Representations", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of the Ply Gem Business certifying the Solvency, after giving effect to the Transactions and after giving effect to the effectiveness of the Atlas Merger, the Atlas Contribution and the repayment of certain existing Indebtedness of the Atrium Business on the Business Day immediately following the Closing Date, of the Parent Borrower and its Subsidiaries on a consolidated basis in substantially the form of Exhibit I hereto.", "references": ["Arbitration", "Financial Statements", "Enforcements", "Waiver Of Jury Trials", "Confidentiality", "Erisa", "Sanctions", "No Defaults", "Cooperation", "Transactions With Affiliates", "Applicable Laws", "Disability", "Modifications", "Adjustments", "Headings", "Further Assurances", "Fees", "Authority", "Interpretations", "Definitions", "Representations", "General", "Closings", "Subsidiaries", "Disclosures", "Warranties", "Liens", "Severability", "No Waivers", "Titles", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each of the parties hereto agrees that it will not use, or permit the use of, any of the information relating to Seller or the Property, or Purchaser respectively furnished to each other in connection with the Letter of Intent, this Agreement or the Contemplated Transaction (as defined in the Letter of Intent) (collectively, the \u201c Confidential Information \u201d), except publicly available information. None of the parties hereto will, and neither will Seller\u2019s directors, officers, employees, agents, affiliates, members, managers, partners, shareholders and other representatives, disclose, divulge, provide or make accessible any of the Confidential Information to any person or entity, other than their responsible officers, employees, advisors or attorneys that need to know or otherwise as required by law or regulation. The provisions of this Section 10(R) and the following Section 10(S) are in addition to, and shall not supersede, and shall be subject to the Confidentiality Agreement, dated as of April 18, 2018, between Angelo, Gordon Management LLC and Seller (the \u201c Confidentiality Agreement \u201d).", "references": ["Terminations", "Governing Laws", "Intellectual Property", "Powers", "Closings", "Effectiveness", "Authorizations", "Insurances", "Cooperation", "Withholdings", "Vacations", "Employment", "Indemnity", "Expenses", "Assignments", "Brokers", "Approvals", "Organizations", "Applicable Laws", "Enforcements", "No Conflicts", "Titles", "Capitalization", "Subsidiaries", "Submission To Jurisdiction", "Notices", "No Waivers", "Jurisdictions", "Representations", "Venues", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflicts of laws principles thereof, which would result in the applicability of the laws of another jurisdiction, except to the extent required under Nevada corporation law or California corporate law, as applicable.", "references": ["Authorizations", "Defined Terms", "Vesting", "Confidentiality", "Enforcements", "Benefits", "Capitalization", "Existence", "Authority", "Entire Agreements", "Taxes", "Consents", "Qualifications", "Enforceability", "Terms", "Compliance With Laws", "Anti-Corruption Laws", "Arbitration", "Brokers", "Headings", "Participations", "Positions", "No Conflicts", "Payments", "Representations", "Vacations", "Records", "Integration", "Agreements", "Remedies", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Company will use the proceeds from the sale of the Securities (less reasonable fees and expenses of counsel to the Company, the fees and expenses set forth in Section 4(g), and the reasonable fees and expenses of the Placement Agent) for general corporate purposes, but not, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.", "references": ["Agreements", "Terms", "Waiver Of Jury Trials", "Enforceability", "Modifications", "Non-Disparagement", "Litigations", "Anti-Corruption Laws", "Assignments", "Benefits", "Authority", "Assigns", "Participations", "Liens", "Tax Withholdings", "Severability", "Approvals", "Employment", "Adjustments", "Withholdings", "Indemnity", "Erisa", "Miscellaneous", "Applicable Laws", "Records", "Vacations", "Defined Terms", "Governing Laws", "Warranties", "No Waivers", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "This Guaranty and the other Loan Documents to which Guarantor is a party have been duly authorized, executed and delivered by Guarantor and constitute a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors\u2019 rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).\u00a0\u00a0Neither this Guaranty nor any other Loan Document to which Guarantor is a party is subject to any right of rescission, set-off, counterclaim or defense by Guarantor, including the defense of usury, nor would the operation of any of the terms of this Guaranty or such other Loan Documents, or the exercise of any right hereunder or thereunder, render this Guaranty or such other Loan Documents unenforceable, and Guarantor has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.", "references": ["Use Of Proceeds", "Forfeitures", "Intellectual Property", "General", "Financial Statements", "Consent To Jurisdiction", "Modifications", "Waiver Of Jury Trials", "Benefits", "Definitions", "Amendments", "Remedies", "Headings", "Releases", "Entire Agreements", "Representations", "Qualifications", "Authorizations", "Subsidiaries", "Anti-Corruption Laws", "Authority", "Counterparts", "Litigations", "Confidentiality", "Sales", "Indemnity", "Survival", "Change In Control", "Venues", "Construction", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "This Agreement shall not be amended or modified in whole or part except by an instrument in writing signed by each party hereto.", "references": ["Intellectual Property", "Tax Withholdings", "Erisa", "Existence", "Releases", "Submission To Jurisdiction", "Sanctions", "Base Salary", "Powers", "Costs", "Binding Effects", "Vacations", "No Conflicts", "Participations", "Consent To Jurisdiction", "Interests", "Jurisdictions", "Records", "Employment", "Approvals", "Further Assurances", "Authorizations", "Consents", "Liens", "Waivers", "Disability", "Successors", "Duties", "Effective Dates", "Fees", "Amendments"], "gold": ["Amendments"]}
+{"input": "Except as disclosed in the SEC Documents, there is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which would reasonably be expected to result in a Material Adverse Effect. After reasonable inquiry of its employees, the Company is not aware of any event which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity that would reasonably be expected to result in a Material Adverse Effect.", "references": ["Enforcements", "Modifications", "Releases", "Withholdings", "Consent To Jurisdiction", "Records", "Tax Withholdings", "Costs", "Vesting", "Disclosures", "Intellectual Property", "No Conflicts", "No Defaults", "Confidentiality", "Headings", "Existence", "Representations", "Vacations", "Effective Dates", "Erisa", "Amendments", "Waivers", "Interests", "Submission To Jurisdiction", "Participations", "Arbitration", "Counterparts", "Anti-Corruption Laws", "Forfeitures", "Cooperation", "Litigations"], "gold": ["Litigations"]}
+{"input": "Buyer is a limited liability company formed and in good standing under the laws of the State of Oklahoma. Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. There is no agreement to which Buyer is a party or to Buyer's knowledge binding on Buyer which is in conflict with this Agreement.", "references": ["Fees", "Capitalization", "Authorizations", "Further Assurances", "Integration", "Employment", "Construction", "Powers", "Books", "Sales", "Applicable Laws", "Headings", "Benefits", "Effective Dates", "Interpretations", "Waiver Of Jury Trials", "Litigations", "Consents", "Non-Disparagement", "Enforceability", "Vesting", "Cooperation", "Insurances", "Representations", "Confidentiality", "Closings", "Positions", "No Conflicts", "Notices", "Liens", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York. Legal proceedings relating to this Agreement that are commenced against Company may be commenced only in the state or federal courts in New York County, New York. Any such legal proceedings that are commenced against the Company or against any party to this Agreement may be commenced only in the state or federal courts in New York County, New York. Each of the parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue in New York, New York.", "references": ["Payments", "Cooperation", "Releases", "Qualifications", "Jurisdictions", "Further Assurances", "Assignments", "Indemnity", "No Defaults", "Approvals", "Capitalization", "Fees", "No Conflicts", "Expenses", "Enforcements", "Successors", "Arbitration", "Brokers", "Closings", "Withholdings", "Powers", "Vesting", "Remedies", "Modifications", "Books", "Sales", "Participations", "Miscellaneous", "Notices", "Use Of Proceeds", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers\u2019 industry) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the Other Documents) for purposes of or in connection with this Agreement or the Other Documents, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Quantum\u2019s industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.", "references": ["Representations", "Severability", "Adjustments", "Notices", "Interests", "Transactions With Affiliates", "Enforcements", "Successors", "Base Salary", "Non-Disparagement", "Effective Dates", "Enforceability", "Erisa", "Headings", "Applicable Laws", "Vesting", "Withholdings", "No Waivers", "Publicity", "Sales", "Benefits", "Death", "Change In Control", "General", "Consent To Jurisdiction", "Authorizations", "Financial Statements", "Expenses", "Amendments", "Terminations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "If, after June\u00a019, 2018 (in the case of the Series A Exchangeable Preferred Limited Partnership Interest and the Series B Exchangeable Preferred Limited Partnership Interest) and after September\u00a026, 2018 (in the case of the Series C Exchangeable Preferred Limited Partnership Interest and the Series D Exchangeable Preferred Limited Partnership Interest), the outstanding Newmark Class\u00a0A Common Stock shall have been changed by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of stock, or a dividend payable in securities of Newmark shall be declared with a record date within such period, or any similar event shall have occurred, the calculation set forth in Section \u00a09.01(b) and any other similarly dependent items, as the case may be, shall be adjusted to provide the holder of the applicable Exchangeable Preferred Limited Partnership Interest with the same economic rights as was contemplated by this Agreement, the Series A/B Parent Agreement or the Series C/D Parent Agreement, as applicable, and the Variable Forward Transaction Confirmation prior to such event.", "references": ["Specific Performance", "Financial Statements", "Representations", "Expenses", "Taxes", "Disability", "Construction", "Records", "Headings", "Books", "Authorizations", "Terms", "Solvency", "Change In Control", "Submission To Jurisdiction", "Disclosures", "Waiver Of Jury Trials", "Arbitration", "Consents", "Death", "Fees", "Titles", "Participations", "Base Salary", "Insurances", "Existence", "Defined Terms", "Severability", "Transactions With Affiliates", "Positions", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "Immediately following the execution of this Agreement, the Company shall reimburse the Sarissa Group for its reasonable out-of-pocket fees and expenses (including legal expenses) as confirmed to the Company by the Sarissa Group (provided that for the avoidance of doubt, the Sarissa Group shall not be required to provide any receipts or other documentation thereof), by wire transfer of immediately available funds to the account indicated in writing by the Sarissa Group; provided that such reimbursement shall not exceed $2,700,000 in the aggregate.", "references": ["Records", "Notices", "Waivers", "Effectiveness", "Insurances", "Severability", "Non-Disparagement", "Binding Effects", "Construction", "Positions", "Consents", "Subsidiaries", "Headings", "No Conflicts", "Vesting", "Survival", "Participations", "Authorizations", "Applicable Laws", "Indemnifications", "Financial Statements", "Assignments", "Arbitration", "Interpretations", "Capitalization", "Existence", "Agreements", "Enforceability", "Liens", "Submission To Jurisdiction", "Expenses"], "gold": ["Expenses"]}
+{"input": "During the Employment Period, Executive shall be entitled to receive reimbursement for all reasonable, documented business expenses incurred by Executive in accordance with the performance of Executive\u2019s duties under this Agreement. In addition, Executive shall be entitled to reimbursement of reasonable, documented expenses for relocating to Tennessee, not to exceed $10,000.", "references": ["Warranties", "Litigations", "Insurances", "Vacations", "Qualifications", "Transactions With Affiliates", "Base Salary", "Terms", "Entire Agreements", "Agreements", "Sales", "Use Of Proceeds", "Further Assurances", "Closings", "Adjustments", "Construction", "Records", "Definitions", "Submission To Jurisdiction", "Disability", "Powers", "Books", "Taxes", "Binding Effects", "Notices", "Successors", "Capitalization", "Effectiveness", "Terminations", "Disclosures", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.", "references": ["Payments", "Cooperation", "Litigations", "Insurances", "Arbitration", "No Conflicts", "Notices", "Closings", "Positions", "Warranties", "Modifications", "Capitalization", "Miscellaneous", "Expenses", "Taxes", "Definitions", "Authority", "Integration", "Submission To Jurisdiction", "Non-Disparagement", "General", "Releases", "Use Of Proceeds", "Assigns", "Anti-Corruption Laws", "Existence", "No Defaults", "Disability", "Employment", "Intellectual Property", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "For a period of six (6) years following the date on which Indemnitee no longer serves as a director, officer or employee of the Company or any Subsidiary, and for such longer period, if any, for which Indemnitee may be subject to a Proceeding by reason of Indemnitee\u2019s Corporate Status, the Company (i) shall maintain a policy or policies of insurance with one or more reputable insurance companies providing the Indemnitee with coverage in an amount not less than, and of a type and scope not materially less favorable to Indemnitee than, the directors\u2019 and officers\u2019 liability insurance coverage presently maintained by the Company, (ii) shall pay on a timely basis all premiums on such insurance and (iii) shall provide such notices and renewals in a complete and timely manner and take such other actions as may be required in order to keep such insurance in full force and effect.\u00a0\u00a0In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company\u2019s officers and directors.", "references": ["Closings", "Adjustments", "Subsidiaries", "Defined Terms", "Entire Agreements", "Severability", "No Defaults", "Cooperation", "Construction", "Financial Statements", "Sanctions", "Further Assurances", "Assignments", "Disability", "Brokers", "Costs", "Qualifications", "Confidentiality", "Withholdings", "Change In Control", "Interests", "Transactions With Affiliates", "Liens", "Warranties", "Enforcements", "Applicable Laws", "Effective Dates", "Vesting", "Intellectual Property", "Forfeitures", "Insurances"], "gold": ["Insurances"]}
+{"input": "Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated:\u00a0\u00a0(a)\u00a0by personal delivery, when delivered personally; (b)\u00a0by overnight courier, upon written verification of receipt; (c)\u00a0by telecopy or facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d)\u00a0by certified or registered mail, return receipt requested, upon verification of receipt.\u00a0\u00a0Notice shall be sent to the addresses set forth above or to such other address as either party may specify in writing.", "references": ["No Conflicts", "Arbitration", "Solvency", "Liens", "Submission To Jurisdiction", "Forfeitures", "General", "Vacations", "Existence", "Financial Statements", "Non-Disparagement", "Amendments", "Adjustments", "Effective Dates", "No Waivers", "Defined Terms", "Confidentiality", "Litigations", "Representations", "Withholdings", "Waivers", "Positions", "Subsidiaries", "Records", "Warranties", "Miscellaneous", "Employment", "Approvals", "Effectiveness", "Applicable Laws", "Notices"], "gold": ["Notices"]}
+{"input": "The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Put Shares, Commitment Shares, and the Underlying Shares, do not and will not: (a) result in a violation of the Company\u2019s or any Subsidiary\u2019s certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any \u201clock-up\u201d or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings that may be required to be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.", "references": ["Base Salary", "Costs", "Interests", "Closings", "Agreements", "Construction", "Assigns", "Submission To Jurisdiction", "Authorizations", "Participations", "Tax Withholdings", "Publicity", "Subsidiaries", "Organizations", "Use Of Proceeds", "Waiver Of Jury Trials", "Effectiveness", "Disability", "Remedies", "Confidentiality", "Vacations", "Employment", "Successors", "Severability", "Interpretations", "Enforceability", "Qualifications", "Capitalization", "Positions", "Indemnifications", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "The execution, delivery and performance by each Obligor of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) violate the terms of the Organizational Documents of the General Partner or any Obligor; (b) result in the creation of any Lien other than the Lien created pursuant to the Loan Documents, require any payment to be made under, or violate (i) any Material Contract or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law.", "references": ["Non-Disparagement", "Cooperation", "Counterparts", "Notices", "Transactions With Affiliates", "Effectiveness", "Headings", "Enforceability", "Assigns", "Vesting", "Adjustments", "Death", "Change In Control", "No Defaults", "Disclosures", "Books", "General", "Waivers", "Vacations", "Expenses", "Fees", "Subsidiaries", "Amendments", "Further Assurances", "Successors", "Consents", "Assignments", "Disability", "Organizations", "Severability", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Property Management Agreement may be executed in any number of counterparts and each shall be considered an original and together they shall constitute one Agreement.", "references": ["Effectiveness", "Financial Statements", "Headings", "Waivers", "Binding Effects", "Duties", "Tax Withholdings", "Agreements", "Positions", "Arbitration", "Insurances", "Further Assurances", "Integration", "Employment", "Assigns", "Notices", "Amendments", "Use Of Proceeds", "Vacations", "Solvency", "Liens", "Forfeitures", "Remedies", "Definitions", "Subsidiaries", "Submission To Jurisdiction", "Specific Performance", "Non-Disparagement", "Sanctions", "Sales", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Operator and the Company shall provide the insurance coverage in such amounts, with provisions for deductible amounts, and for such purposes, as specified in Exhibit B or such other insurance coverage as may be reasonably determined by the Members to be appropriate for the Company and its operations.", "references": ["Compliance With Laws", "Sales", "Terms", "Modifications", "Approvals", "Base Salary", "No Waivers", "Duties", "General", "Assigns", "Disability", "Effectiveness", "Existence", "Applicable Laws", "Construction", "Agreements", "Capitalization", "Definitions", "Indemnifications", "Cooperation", "Employment", "Successors", "Litigations", "Taxes", "Authority", "Interests", "Payments", "Adjustments", "Venues", "No Defaults", "Insurances"], "gold": ["Insurances"]}
+{"input": "This Release may not be modified orally but only by writing signed by both Executive and Jabil.", "references": ["Intellectual Property", "Governing Laws", "Interests", "Further Assurances", "Withholdings", "Organizations", "Disclosures", "Survival", "Participations", "Base Salary", "Indemnity", "Positions", "Approvals", "Vacations", "Submission To Jurisdiction", "Forfeitures", "Venues", "Employment", "Applicable Laws", "Books", "Solvency", "Brokers", "Entire Agreements", "Enforcements", "Existence", "Costs", "Effectiveness", "Death", "Defined Terms", "Definitions", "Modifications"], "gold": ["Modifications"]}
+{"input": "The Grantee acknowledges that, regardless of any action the Company or the Grantee\u2019s actual employer (\u201cEmployer\u201d) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee\u2019s participation in the Plan and legally applicable to the Grantee (\u201cTax-Related Items\u201d), the ultimate liability for all Tax-Related Items is and remains the Grantee\u2019s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (i)\u00a0make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including the grant of the Units, the vesting of Units, the conversion of the Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii)\u00a0do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Grantee\u2019s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.", "references": ["Records", "Authorizations", "Costs", "Expenses", "Base Salary", "Definitions", "Jurisdictions", "Subsidiaries", "Taxes", "Vesting", "Interests", "Organizations", "No Waivers", "Representations", "Transactions With Affiliates", "Books", "Modifications", "Financial Statements", "Interpretations", "Consents", "Notices", "Approvals", "Employment", "Successors", "Releases", "Authority", "Enforceability", "Disclosures", "Governing Laws", "Defined Terms", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment, other than T3 Advisors (\u201c Broker \u201d), and agrees to reimburse, indemnify, save, defend (at Landlord\u2019s option and with counsel reasonably acceptable to Landlord, at Tenant\u2019s sole cost and expense) and hold harmless Landlord and its affiliates, employees, agents, contractor, lenders, mortgagees, ground lessors and beneficiaries, for, from and against any and all cost or liability for compensation claimed by any such broker or agent, other than Broker, employed or engaged by it or claiming to have been employed or engaged by it. Broker is entitled to a leasing commission in connection with the making of this Amendment, and Landlord shall pay such commission to Broker pursuant to a separate agreement between Landlord and Broker.", "references": ["General", "Liens", "No Defaults", "Use Of Proceeds", "Authorizations", "Jurisdictions", "Modifications", "Further Assurances", "Expenses", "Effective Dates", "Vesting", "Defined Terms", "Integration", "Definitions", "Anti-Corruption Laws", "Existence", "Indemnifications", "Consents", "Non-Disparagement", "Governing Laws", "Venues", "Assigns", "Headings", "Specific Performance", "Indemnity", "Financial Statements", "Solvency", "Qualifications", "Binding Effects", "Representations", "Brokers"], "gold": ["Brokers"]}
+{"input": "For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.", "references": ["Closings", "Survival", "Authority", "Base Salary", "Construction", "Death", "Entire Agreements", "Representations", "Effective Dates", "Successors", "Assigns", "Benefits", "Compliance With Laws", "Enforcements", "Approvals", "Miscellaneous", "Publicity", "Counterparts", "Terminations", "Applicable Laws", "Titles", "Financial Statements", "Forfeitures", "Notices", "Participations", "Subsidiaries", "Definitions", "Intellectual Property", "Terms", "Arbitration", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties, including all other lenders that are successors to or assignees of the Bridge Loan Agent and Controlling First Lien Pari Passu Debt Agent and including any successor agent. As a condition of each assignment, each such additional lender shall execute and deliver to the applicable agent an acknowledgment to this Agreement acknowledging the agreement of such additional lender to be bound by the terms hereof.", "references": ["Representations", "Effectiveness", "Brokers", "Indemnifications", "Interpretations", "Approvals", "Titles", "Adjustments", "Consents", "Definitions", "Death", "Organizations", "Payments", "Qualifications", "Disclosures", "Change In Control", "Intellectual Property", "Enforceability", "Vacations", "Use Of Proceeds", "Terms", "Withholdings", "Survival", "Binding Effects", "Venues", "Authorizations", "Governing Laws", "Notices", "Integration", "Counterparts", "Assigns"], "gold": ["Assigns"]}
+{"input": "Any agreement on the part of Tenant or Landlord to extend the time for the performance of any of the obligations or other acts of the other Person party to this Lease shall be valid only if set forth in an instrument in writing signed on behalf of such Person. The failure or delay of Tenant or Landlord to assert any of its rights under this Lease or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise by Tenant or Landlord of any of its rights under this Lease preclude any other or further exercise of such rights or any other rights under this Lease.", "references": ["Benefits", "Titles", "Adjustments", "No Waivers", "Vesting", "Qualifications", "Duties", "Capitalization", "Amendments", "Death", "Venues", "Effectiveness", "General", "Severability", "Indemnity", "Miscellaneous", "Disclosures", "Tax Withholdings", "Notices", "Employment", "Transactions With Affiliates", "Taxes", "Liens", "Intellectual Property", "Enforceability", "Authority", "Defined Terms", "Construction", "Jurisdictions", "Anti-Corruption Laws", "Waivers"], "gold": ["Waivers"]}
+{"input": "In the event that any term or condition of the Plan and this French Sub-Plan is considered to be void under applicable law in any jurisdiction with respect to any French-Resident Participant, the Plan and this French Sub-Plan shall be interpreted in respect of such French-Resident Participant as if they did not contain such term or condition. All other terms and conditions of the Plan and this French Sub-Plan that are valid shall remain fully in force and shall be interpreted and applied in the manner that most closely respects the original intention of the Plan and this French Sub-Plan.", "references": ["Indemnity", "Specific Performance", "Compliance With Laws", "Duties", "Governing Laws", "Fees", "Books", "No Defaults", "Expenses", "Terms", "Arbitration", "Transactions With Affiliates", "General", "Consents", "Base Salary", "Effective Dates", "Employment", "Change In Control", "Positions", "Authorizations", "Enforceability", "Assignments", "Liens", "Solvency", "Records", "Litigations", "Costs", "Powers", "Sales", "Waivers", "Severability"], "gold": ["Severability"]}
+{"input": "All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent\u2019s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent\u2019s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent, in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Authorizations", "Venues", "Successors", "Positions", "Publicity", "Applicable Laws", "Payments", "Waivers", "Entire Agreements", "Titles", "Participations", "Tax Withholdings", "Vacations", "Indemnifications", "Sales", "Counterparts", "Books", "Interests", "Representations", "Definitions", "Use Of Proceeds", "Modifications", "Headings", "Closings", "Change In Control", "Cooperation", "Severability", "Enforceability", "Brokers", "Terminations", "General"], "gold": ["General"]}
+{"input": "This Waiver Agreement shall be binding upon the Company and the Purchaser and their respective successors and assigns.", "references": ["Litigations", "Transactions With Affiliates", "Waivers", "Fees", "Submission To Jurisdiction", "Effectiveness", "Interests", "Headings", "Vacations", "Intellectual Property", "Representations", "No Conflicts", "Notices", "Forfeitures", "Closings", "Warranties", "Expenses", "Modifications", "Publicity", "Indemnifications", "Venues", "Disability", "Financial Statements", "Severability", "Governing Laws", "Non-Disparagement", "Terms", "Successors", "Compliance With Laws", "Benefits", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Any discretionary adjustments made pursuant to this Article 15 shall be subject to the provisions of Section 16.2. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.", "references": ["Disability", "Forfeitures", "Brokers", "Records", "Applicable Laws", "Tax Withholdings", "Capitalization", "Titles", "Arbitration", "Duties", "Terms", "Use Of Proceeds", "Indemnifications", "Defined Terms", "Change In Control", "Insurances", "Successors", "Effectiveness", "Existence", "No Waivers", "Consent To Jurisdiction", "Authority", "Further Assurances", "Jurisdictions", "Compliance With Laws", "Construction", "Terminations", "Anti-Corruption Laws", "Submission To Jurisdiction", "Assigns", "General"], "gold": ["General"]}
+{"input": "The Manager (i)\u00a0is a corporation, duly formed and organized, validly existing and in good standing under the laws of the State of Texas, (ii)\u00a0is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Transaction Documents make such qualification necessary and (iii)\u00a0has the power and authority (x)\u00a0to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted and (y)\u00a0to perform its obligations under this Agreement, except in each case referred to in clause (ii) or (iii) to the extent that a failure to do so would not reasonably be expected to result in a Material Adverse Effect on the Manager.", "references": ["Interests", "Cooperation", "Counterparts", "Participations", "Use Of Proceeds", "Non-Disparagement", "Liens", "Integration", "Brokers", "Effectiveness", "Taxes", "Approvals", "Confidentiality", "Further Assurances", "Vesting", "Venues", "Representations", "Terms", "Forfeitures", "Closings", "Capitalization", "Withholdings", "Terminations", "Duties", "Positions", "No Waivers", "Arbitration", "Submission To Jurisdiction", "Governing Laws", "No Defaults", "Organizations"], "gold": ["Organizations"]}
+{"input": "This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.", "references": ["Releases", "Further Assurances", "Change In Control", "Headings", "Organizations", "Solvency", "Anti-Corruption Laws", "Remedies", "Compliance With Laws", "General", "Taxes", "Successors", "Approvals", "Capitalization", "Qualifications", "Base Salary", "No Conflicts", "Closings", "Assigns", "Transactions With Affiliates", "Severability", "Brokers", "Disability", "No Defaults", "Use Of Proceeds", "Notices", "Sales", "Disclosures", "Erisa", "Expenses", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "For purposes of the Shares, Participant\u2019s service will be considered terminated as of the date Participant is no longer providing services to Natus, its Parent or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant\u2019s employment agreement, if any) (the \u201c Termination Date \u201d). The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Shares (including whether Participant may still be considered to be providing services while on an approved leave of absence). Unless otherwise provided in this Agreement or determined by Natus, Participant\u2019s right to vest in the Unvested Shares under the Plan, if any, will terminate as of the Termination Date and will not be extended by any notice period (e.g., Participant\u2019s period of services would not include any contractual notice period or any period of \u201cgarden leave\u201d or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant\u2019s employment agreement, if any).", "references": ["Agreements", "Positions", "Effectiveness", "Books", "Survival", "No Waivers", "Vacations", "Participations", "Existence", "Governing Laws", "Employment", "Benefits", "Vesting", "Integration", "Binding Effects", "Duties", "Venues", "Taxes", "Non-Disparagement", "Jurisdictions", "Submission To Jurisdiction", "Liens", "Insurances", "Financial Statements", "Use Of Proceeds", "Enforcements", "Change In Control", "No Defaults", "Expenses", "Remedies", "Terminations"], "gold": ["Terminations"]}
+{"input": "This Agreement and the agreements described in the attached Exhibits contain the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties, regarding the subject matter of this Agreement.", "references": ["Authorizations", "Approvals", "Waiver Of Jury Trials", "General", "Subsidiaries", "Survival", "Effective Dates", "Remedies", "Arbitration", "Cooperation", "Employment", "Construction", "Amendments", "Erisa", "Base Salary", "Assignments", "Sanctions", "Modifications", "Defined Terms", "Consents", "Enforcements", "Organizations", "Enforceability", "Indemnity", "Vacations", "Brokers", "No Conflicts", "Books", "Further Assurances", "Transactions With Affiliates", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except as otherwise set forth in this Agreement, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers provided however, that the Company shall bear all of the costs and expenses of the registration of the Common Shares pursuant to Section\u00a04(g), below.\u00a0 The Company shall be responsible for the payment of any transfer agent fees and Depository Trust Company (\u201c DTC \u201d) relating to or arising out of the transactions contemplated hereby.\u00a0 The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys\u2019 fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.", "references": ["Litigations", "Effective Dates", "Releases", "Vacations", "Notices", "General", "Liens", "Effectiveness", "Survival", "Withholdings", "Transactions With Affiliates", "Change In Control", "Death", "Interpretations", "Miscellaneous", "Interests", "Closings", "Confidentiality", "Arbitration", "Positions", "No Waivers", "Waiver Of Jury Trials", "Tax Withholdings", "Existence", "Sales", "Disclosures", "Employment", "Organizations", "Submission To Jurisdiction", "Definitions", "Fees"], "gold": ["Fees"]}
+{"input": "Except as otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.", "references": ["Terminations", "Miscellaneous", "Authority", "Taxes", "Withholdings", "Consents", "Disability", "Further Assurances", "Intellectual Property", "Headings", "Positions", "Compliance With Laws", "Titles", "Books", "Sanctions", "Insurances", "Publicity", "Entire Agreements", "Adjustments", "Specific Performance", "Base Salary", "Successors", "Brokers", "Fees", "Disclosures", "Sales", "Arbitration", "Warranties", "Duties", "General", "Definitions"], "gold": ["Definitions"]}
+{"input": "This Option is documented by the records of the Committee or its delegate, which records shall be the final determinant of the number of Shares granted subject to the Option and the conditions of this Agreement. The Committee may amend or modify this Option in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Option, provided that no such amendment or modification shall materially diminish the Optionee\u2019s rights under this Agreement without his or her consent. Notwithstanding anything in this Agreement or the Plan to the contrary, this Option may be amended by the Company without the Optionee\u2019s consent, including, but not limited to, modifications to any of the rights granted to the Optionee under this Agreement, at such time and in such manner as the Company may consider necessary or desirable to reflect changes in law (including for regulatory, legal and Company requirements relating to \u201cexecutive compensation clawbacks\u201d). Except as in accordance with the two immediately preceding sentences and Section 15(b), this Agreement may be amended, modified or supplemented only by an instrument in writing signed (electronically or manually) by both parties hereto.", "references": ["Records", "Death", "Successors", "Withholdings", "Consent To Jurisdiction", "Disability", "Releases", "Non-Disparagement", "Enforcements", "No Defaults", "Fees", "Vacations", "Anti-Corruption Laws", "Duties", "Enforceability", "Powers", "Waivers", "Sales", "Employment", "Liens", "Modifications", "Costs", "Titles", "Forfeitures", "Venues", "Publicity", "Severability", "Books", "Remedies", "Assignments", "Amendments"], "gold": ["Amendments"]}
+{"input": "None of the Credit Parties or any of their respective Subsidiaries or any of the directors or officers of the Credit Parties or any of their respective Subsidiaries, or to the knowledge of each Credit Party, any of the Affiliates, employees or agents of the Credit Parties or any of their respective Subsidiaries (i) is a Sanctioned Person; (ii) has engaged in the past five (5) years or intends to engage in the future in any dealings with, involving or for the benefit of, any Sanctioned Person; (iii) has taken any action, directly or indirectly, that would constitute or give rise to a violation of applicable Sanctions or (iv) is or has been, in the past five (5) years, subject to any action, proceeding, litigation, claim or investigation with regard to any actual or alleged violation of Sanctions. Each Credit Party has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by such Credit Party and its Subsidiaries, and their respective directors, officers, employees and agents, with applicable Sanctions. None of the Credit Parties or any of their respective Subsidiaries has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to OFAC or any other Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any applicable Sanctions. The Issuer will not use, directly or indirectly, any part of any proceeds from the issuance of the Notes: (A) to fund or facilitate any activities or business of, with or involving any Sanctioned Person; or (B) in any manner that would constitute or give rise to a violation of Sanctions by Holdings or any of its Subsidiaries.", "references": ["Solvency", "Litigations", "Tax Withholdings", "Severability", "Waivers", "Sales", "Benefits", "Arbitration", "Assigns", "Amendments", "Capitalization", "Modifications", "Miscellaneous", "General", "Waiver Of Jury Trials", "No Waivers", "Titles", "Indemnifications", "Costs", "Liens", "Disclosures", "Death", "Confidentiality", "Qualifications", "No Conflicts", "Brokers", "Agreements", "Definitions", "Base Salary", "Powers", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "All obligations of the Company to Executive and Executive to the Company shall terminate upon the termination of this Agreement, except as expressly provided herein. The provisions of Sections 8, 9, 10 and 1J shall survive termination of this Agreement.", "references": ["Adjustments", "Enforceability", "Releases", "Fees", "General", "Expenses", "Use Of Proceeds", "Transactions With Affiliates", "Terminations", "Jurisdictions", "Construction", "Headings", "Litigations", "Specific Performance", "Non-Disparagement", "Death", "Employment", "Assignments", "Financial Statements", "Arbitration", "Waivers", "Consent To Jurisdiction", "Change In Control", "Base Salary", "Confidentiality", "Amendments", "Forfeitures", "Disability", "Authorizations", "Integration", "Survival"], "gold": ["Survival"]}
+{"input": "The Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or acceptance of any subsequent breach by the Optionee or any other person claiming rights with respect to the Option.", "references": ["Books", "Expenses", "Adjustments", "Terms", "Capitalization", "Intellectual Property", "Indemnifications", "Solvency", "Publicity", "Enforcements", "Use Of Proceeds", "Existence", "Effectiveness", "Litigations", "No Waivers", "Erisa", "Severability", "Death", "Releases", "Base Salary", "Interests", "Disability", "Headings", "Jurisdictions", "Compliance With Laws", "Titles", "Authorizations", "Tax Withholdings", "Benefits", "Venues", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed by one or more parties on any number of separate counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.", "references": ["Confidentiality", "Releases", "Arbitration", "Books", "Enforceability", "Non-Disparagement", "Waivers", "Representations", "Powers", "Erisa", "Cooperation", "Entire Agreements", "Duties", "Further Assurances", "Amendments", "Integration", "Modifications", "Indemnifications", "Positions", "Successors", "Sanctions", "Anti-Corruption Laws", "Indemnity", "Headings", "Qualifications", "Applicable Laws", "Interests", "No Waivers", "Financial Statements", "Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The Company may withhold from any amounts payable under this Letter all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Letter, the Company shall not be obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you shall be responsible for any taxes imposed on you with respect to any such payment.", "references": ["Fees", "Successors", "Existence", "Disclosures", "Terminations", "Base Salary", "Assignments", "Participations", "Further Assurances", "Headings", "Litigations", "Enforceability", "Erisa", "General", "Miscellaneous", "Transactions With Affiliates", "Publicity", "Applicable Laws", "Powers", "Adjustments", "Expenses", "Forfeitures", "Arbitration", "Use Of Proceeds", "Benefits", "Interpretations", "Employment", "Capitalization", "Positions", "Releases", "Taxes"], "gold": ["Taxes"]}
+{"input": "Fulton hereby employs the Executive, and Executive hereby accepts employment with Fulton, for the period and upon the terms and conditions hereinafter set forth.", "references": ["Cooperation", "Taxes", "Miscellaneous", "Positions", "Arbitration", "Indemnifications", "Confidentiality", "Jurisdictions", "Releases", "Further Assurances", "Vesting", "Defined Terms", "No Conflicts", "Entire Agreements", "Representations", "Specific Performance", "Interests", "Sanctions", "Qualifications", "Construction", "Insurances", "Forfeitures", "Definitions", "Enforcements", "Vacations", "Warranties", "Consent To Jurisdiction", "Base Salary", "Benefits", "Erisa", "Employment"], "gold": ["Employment"]}
+{"input": "The Secured Party shall not by any act (except by a written instrument), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.", "references": ["Terminations", "Intellectual Property", "Defined Terms", "Use Of Proceeds", "Titles", "Qualifications", "Definitions", "Specific Performance", "Warranties", "Assigns", "Terms", "Liens", "Compliance With Laws", "Indemnifications", "Waiver Of Jury Trials", "Employment", "Capitalization", "Litigations", "Participations", "Base Salary", "Releases", "Vesting", "Arbitration", "General", "Interests", "Authorizations", "Governing Laws", "Existence", "Withholdings", "Fees", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "Each Target Company has conducted its business in accordance with all applicable laws and binding regulations except where failure to do so would not materially impact the operations of the Business as a whole and no Management Warrantor has committed any crime (other than minor traffic offences). The Target Companies have not received notification that any investigation or inquiry is being or has been conducted by any governmental or other body (including any Competition Authority) in respect of the affairs of the Target Companies and no circumstances exist which would give rise to such investigation or inquiry.", "references": ["Powers", "Notices", "Agreements", "Change In Control", "Authorizations", "Construction", "Indemnifications", "Warranties", "Fees", "Sanctions", "Counterparts", "Existence", "Authority", "Consent To Jurisdiction", "Interests", "Liens", "Titles", "Venues", "Approvals", "Vesting", "Applicable Laws", "Intellectual Property", "Employment", "Participations", "Binding Effects", "Interpretations", "Releases", "Governing Laws", "Severability", "Survival", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Rent is due monthly, in advance, on the first day of each month, during the term of this Lease. All sums shall be paid at the address of Landlord, as above designated, or at such other place as the Landlord may, from time to time, designate in writing.", "references": ["Enforceability", "No Waivers", "Integration", "Non-Disparagement", "Notices", "Modifications", "Miscellaneous", "Releases", "Amendments", "Confidentiality", "Arbitration", "No Defaults", "Existence", "Positions", "Survival", "Intellectual Property", "Agreements", "Waiver Of Jury Trials", "Litigations", "Authorizations", "Severability", "Use Of Proceeds", "Representations", "Indemnity", "Forfeitures", "Cooperation", "Approvals", "Assignments", "Base Salary", "Publicity", "Payments"], "gold": ["Payments"]}
+{"input": "Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company\u2019s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.", "references": ["Intellectual Property", "Positions", "Approvals", "Use Of Proceeds", "Solvency", "Modifications", "No Defaults", "Severability", "Taxes", "Entire Agreements", "Brokers", "Applicable Laws", "Headings", "Authorizations", "Definitions", "Transactions With Affiliates", "Jurisdictions", "Compliance With Laws", "Indemnifications", "Integration", "Tax Withholdings", "Disability", "Costs", "Benefits", "Arbitration", "Terminations", "Assignments", "Sales", "Publicity", "Authority", "Notices"], "gold": ["Notices"]}
+{"input": "Schedule 3.2.1 sets forth for each Group Company its name and jurisdiction of organization. Each Group Company is duly organized, validly existing and duly registered under the Laws of the jurisdiction of its organization. Except as set forth on Schedule 3.2.1 , each Group Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect.", "references": ["Participations", "Applicable Laws", "Change In Control", "Titles", "Consent To Jurisdiction", "Indemnifications", "No Defaults", "Insurances", "Governing Laws", "Interpretations", "Authority", "Expenses", "General", "Representations", "Definitions", "Subsidiaries", "Withholdings", "No Waivers", "Transactions With Affiliates", "Agreements", "Existence", "Confidentiality", "Entire Agreements", "Brokers", "Sales", "Enforceability", "Liens", "Compliance With Laws", "Enforcements", "Survival", "Organizations"], "gold": ["Organizations"]}
+{"input": "As of the date of this Agreement, the Company does not own or control, directly or indirectly, any corporation, association or other entity.", "references": ["Effectiveness", "Use Of Proceeds", "Costs", "Records", "Terms", "Definitions", "Titles", "Notices", "Headings", "Defined Terms", "Death", "Indemnity", "Liens", "Employment", "Intellectual Property", "Enforcements", "Adjustments", "Waivers", "Sanctions", "Publicity", "Binding Effects", "Further Assurances", "Duties", "Non-Disparagement", "Entire Agreements", "Representations", "Litigations", "Waiver Of Jury Trials", "Consent To Jurisdiction", "Integration", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Each Credit Party hereby absolutely and unconditionally releases and forever discharges Agent and the Lenders, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Credit Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.", "references": ["Applicable Laws", "Vacations", "Use Of Proceeds", "Qualifications", "Existence", "Death", "Expenses", "Capitalization", "Governing Laws", "Assigns", "Participations", "Sales", "Assignments", "Terms", "Successors", "Liens", "Titles", "Taxes", "Defined Terms", "Enforceability", "Binding Effects", "Authorizations", "Intellectual Property", "Agreements", "General", "Brokers", "Enforcements", "Base Salary", "Cooperation", "Forfeitures", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement may not be modified or amended except by an agreement in writing signed by the parties.", "references": ["Headings", "Representations", "Defined Terms", "Approvals", "Disability", "Erisa", "Arbitration", "Change In Control", "Sales", "Interests", "Waivers", "Consents", "Employment", "Fees", "Binding Effects", "Assigns", "Miscellaneous", "Records", "Non-Disparagement", "Effectiveness", "Insurances", "Participations", "Confidentiality", "Further Assurances", "Terms", "Duties", "Adjustments", "Assignments", "Closings", "Notices", "Amendments"], "gold": ["Amendments"]}
+{"input": "In the event any one or more provisions of this Agreement is declared judicially void or otherwise unenforceable, the remainder of this Agreement shall survive and such provision(s) shall be deemed modified or amended so as to fulfill the intent of the parties hereto.", "references": ["Forfeitures", "Disclosures", "Titles", "Subsidiaries", "Erisa", "Interpretations", "Survival", "Benefits", "Defined Terms", "Definitions", "Employment", "Anti-Corruption Laws", "Taxes", "Authority", "Closings", "Terminations", "Submission To Jurisdiction", "Authorizations", "Specific Performance", "Adjustments", "Warranties", "Assigns", "Fees", "Publicity", "Waivers", "Indemnity", "Counterparts", "Indemnifications", "Payments", "Agreements", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may not be amended or waived, except by a writing signed the Company and Holder.", "references": ["Construction", "Assignments", "Assigns", "Indemnity", "Counterparts", "Powers", "Sanctions", "Expenses", "Agreements", "Definitions", "Tax Withholdings", "Participations", "Severability", "Publicity", "Venues", "Base Salary", "Authority", "Consent To Jurisdiction", "Notices", "Disability", "Authorizations", "Duties", "Entire Agreements", "Binding Effects", "Defined Terms", "Positions", "Jurisdictions", "Litigations", "Confidentiality", "Payments", "Amendments"], "gold": ["Amendments"]}
+{"input": "The Executive agrees that the Company\u2019s reputation and goodwill in the marketplace is of utmost importance and value to the Company. The Executive further agrees that during and after the term of the Executive\u2019s employment with the Company, the Executive, other than in the performance of his duties for the Company, will not make, publish or cause to be published any statement or comments that disparage or defame the reputation, character, image, products, or services of the Company, its subsidiaries or affiliates, or any of their respective stockholders, partners, members, boards of directors, managers, officers and employees. During and after the term of the Executive\u2019s employment with the Company, the executive officers and Board members of the Company, its subsidiaries and its affiliates, other than in the performance of their duties for the Company, will not make, publish or cause to be published any statement or comments that disparage or defame the reputation, character, image, products, or services of the Executive. The parties hereto acknowledge and agree that the foregoing prohibitions extend to statements to the news media, the Company\u2019s competitors, vendors, and the Company\u2019s then-current employees. The parties hereto further acknowledge and agree that the foregoing prohibitions shall not be violated by (i) truthful statements by the Executive, the executive officers of the Company or the members of the Board in response to legal process, governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (ii) the Executive, the executive officers of the Company or the members of the Board rebutting false or misleading statements made by others. The parties hereto further understand and agree that this Section 11(a) is a material provision of this Agreement and that any breach of this Section 11(a) shall be a material breach of this Agreement, and that the Company and the Executive, as applicable, would be irreparably harmed by violation of this provision.", "references": ["Terminations", "Submission To Jurisdiction", "Sanctions", "Brokers", "Fees", "Approvals", "Interests", "Solvency", "Financial Statements", "No Defaults", "Assigns", "Enforcements", "Arbitration", "Binding Effects", "Participations", "Disability", "Duties", "Vesting", "Records", "Costs", "Liens", "Defined Terms", "Terms", "No Conflicts", "Erisa", "Publicity", "Taxes", "Authorizations", "Employment", "Warranties", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "Any party to this Agreement may waive any right, breach, or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made before or after the right has arisen or the breach or default has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.", "references": ["Use Of Proceeds", "Withholdings", "Costs", "Indemnity", "Benefits", "Anti-Corruption Laws", "General", "Subsidiaries", "Applicable Laws", "Consent To Jurisdiction", "Disclosures", "Enforceability", "Insurances", "Enforcements", "Expenses", "Severability", "Notices", "Representations", "Publicity", "Consents", "Releases", "Taxes", "Definitions", "Duties", "Survival", "Litigations", "No Defaults", "Defined Terms", "Participations", "Cooperation", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Executive acknowledges that the services to be rendered are unique and personal. Accordingly, the Executive may not assign any of his rights or delegate any duties or obligations under this Agreement. The rights and obligations of the Company under this Agreement will inure to the benefit of and be binding upon the successors and assigns of the Company. The Executive explicitly agrees this Agreement will be freely assignable by the Company in the event of a change in ownership interest by sale, stock transfer or otherwise. The Executive further agrees that if requested by a successor to the Company, and for the consideration stated above, the Executive will sign a restrictive covenant agreement in substantially the same form as Section 5 of this Agreement, naming the successor as the employer.", "references": ["General", "Taxes", "Intellectual Property", "Indemnity", "Financial Statements", "Severability", "Adjustments", "Vesting", "Benefits", "No Conflicts", "Compliance With Laws", "Effectiveness", "Consents", "Sales", "Vacations", "Anti-Corruption Laws", "Successors", "Existence", "Assigns", "Erisa", "Employment", "Expenses", "Transactions With Affiliates", "Organizations", "Change In Control", "Integration", "Costs", "Disclosures", "Insurances", "Interests", "Assignments"], "gold": ["Assignments"]}
+{"input": "DOCUMENTS . Seller and Purchaser agree, at any time, to execute, and acknowledge where appropriate, and to deliver any and all documents/instruments, and take such further action, which may necessary to carry out the terms, conditions, purpose and intentions of this Agreement. This paragraph shall survive the Closing.", "references": ["Specific Performance", "Waiver Of Jury Trials", "Governing Laws", "Definitions", "Severability", "Terminations", "Titles", "No Conflicts", "Insurances", "Jurisdictions", "Litigations", "No Waivers", "Expenses", "Subsidiaries", "Compliance With Laws", "Payments", "Releases", "Tax Withholdings", "Assignments", "Notices", "Further Assurances", "Miscellaneous", "Taxes", "Warranties", "Effectiveness", "Anti-Corruption Laws", "Amendments", "Powers", "Enforceability", "Agreements", "Closings"], "gold": ["Closings"]}
+{"input": "Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts payable to the Lenders under this Agreement (or any of them) shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent\u2019s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever.\u00a0 Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 7.01 , but for all other purposes shall be deemed to have been made on the next succeeding Business Day.\u00a0 Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes.\u00a0 Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its pro rata share of such payment based on its Commitment Percentage or ratable share of the Loans (or other applicable share as provided herein), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Administrative Agent\u2019s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 2.12(e) , 2.14 , 2.17 , 9.05 or 9.07 shall be paid to the Administrative Agent for the account of the applicable Lender.\u00a0 If any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest and fees if payable along with such payment.", "references": ["Effective Dates", "Counterparts", "Integration", "Compliance With Laws", "Agreements", "Releases", "Specific Performance", "Governing Laws", "Terms", "Participations", "Arbitration", "Warranties", "Interpretations", "Duties", "Enforcements", "Construction", "Vesting", "Submission To Jurisdiction", "Expenses", "Powers", "Use Of Proceeds", "Sanctions", "Insurances", "Successors", "Notices", "Tax Withholdings", "Enforceability", "Closings", "Erisa", "Sales", "Payments"], "gold": ["Payments"]}
+{"input": "From the Effective date through October 15, 2018, the Company shall pay you four (4) months of your annual pro-rated base salary (as it was in effect immediately prior to the Effective Date) in substantially equal installments commencing from the Company\u2019s next regular payroll date following the Separation Date.", "references": ["Survival", "Consents", "Forfeitures", "Anti-Corruption Laws", "Enforceability", "Death", "Miscellaneous", "Duties", "Counterparts", "Modifications", "Publicity", "Agreements", "Change In Control", "Entire Agreements", "Applicable Laws", "Indemnifications", "Tax Withholdings", "Fees", "Assignments", "Titles", "Assigns", "Base Salary", "Remedies", "Venues", "No Waivers", "Books", "Releases", "Litigations", "Positions", "Solvency", "Payments"], "gold": ["Payments"]}
+{"input": "Executive acknowledges that his employment with the Company will continue to remain \u201cat\u2011will.\u201d All other terms and provisions of the Employment Agreement not expressly modified hereby shall remain in full force and effect. This Amendment shall take effect as of the date hereof. This Amendment shall be binding upon and inure to the benefit of all of the parties to the Employment Agreement, their successors and assigns, heirs, devisees, legates and personal representatives. All other terms and provisions of the Employment Agreement not expressly modified by this Amendment shall remain in full force and effect. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which shall be deemed collectively to be one agreement. This Amendment shall be governed by and construed in accordance with the Commonwealth of Massachusetts applicable to contracts made and to be performed therein, without giving effect to the principles thereof relating to the conflict of laws.", "references": ["Use Of Proceeds", "No Waivers", "Tax Withholdings", "Terminations", "Successors", "Forfeitures", "Indemnifications", "Jurisdictions", "Publicity", "Confidentiality", "Capitalization", "Authority", "General", "Governing Laws", "Records", "Further Assurances", "Terms", "Cooperation", "Litigations", "Remedies", "Financial Statements", "Non-Disparagement", "Definitions", "Fees", "Base Salary", "Assigns", "Amendments", "Organizations", "Representations", "No Defaults", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "The titles of the paragraphs and subparagraphs of this Agreement are for convenience of refer-ence only and are not to be considered in construing this Agreement.", "references": ["Sanctions", "Indemnifications", "Miscellaneous", "Use Of Proceeds", "Litigations", "Authorizations", "Agreements", "Payments", "Disclosures", "Indemnity", "Confidentiality", "Brokers", "Effective Dates", "Severability", "Sales", "Subsidiaries", "Binding Effects", "No Defaults", "Closings", "Cooperation", "Assigns", "Defined Terms", "Terms", "Enforceability", "Existence", "Insurances", "Change In Control", "Notices", "Taxes", "Headings", "Titles"], "gold": ["Titles"]}
+{"input": "No waiver hereunder shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any Party of a breach of or a default under any provision of this Agreement, nor the failure by any Party, on one or more occasions, to enforce any provision of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any such provision, right or privilege hereunder.", "references": ["Capitalization", "Severability", "Financial Statements", "Sales", "Erisa", "Transactions With Affiliates", "Non-Disparagement", "Terminations", "Miscellaneous", "Vesting", "Effective Dates", "Change In Control", "Cooperation", "Notices", "General", "Confidentiality", "Participations", "Interests", "Disclosures", "Records", "Releases", "Arbitration", "Organizations", "Duties", "Modifications", "Submission To Jurisdiction", "Liens", "Vacations", "Powers", "Interpretations", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same instrument.", "references": ["Indemnifications", "Organizations", "Authorizations", "Employment", "Expenses", "Assignments", "Venues", "Severability", "Further Assurances", "Interpretations", "Warranties", "Confidentiality", "Notices", "Successors", "Benefits", "Terminations", "Titles", "Qualifications", "Death", "Litigations", "Arbitration", "No Conflicts", "Waiver Of Jury Trials", "Survival", "Duties", "Sales", "Powers", "Vacations", "Intellectual Property", "Sanctions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Borrower will not, and will not permit any other Loan Party to, enter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm\u2019s length transaction with a Person not an Affiliate; provided that the foregoing shall not apply to (a)\u00a0transactions among the Borrower or its Affiliates, on the one hand, and any holder of preferred Equity Interest or Person affiliated therewith, on the other hand, in connection with the Series B Redeemable Preferred Stock, the Second Lien Notes or the Second Lien Documents, (b)\u00a0transactions among the Borrower and its Affiliates entered into in connection with the Crude Oil Gathering Agreement, the Gas Gathering Agreement and the Transition Services Agreement (in each case as defined in the Business Combination Agreement), (c)\u00a0transactions between Borrower or its Affiliates with RRI or its Affiliates for financial advisory, underwriting, capital raising, and other services, (d)\u00a0transactions between Borrower and Loan Parties and (e)\u00a0any transactions pursuant to the Tax Receivable Agreement.", "references": ["Consents", "Payments", "Definitions", "Survival", "Anti-Corruption Laws", "Vesting", "Consent To Jurisdiction", "Erisa", "Tax Withholdings", "Brokers", "Remedies", "Withholdings", "Litigations", "Indemnifications", "Venues", "Integration", "Participations", "Death", "Disability", "Enforceability", "Effective Dates", "Expenses", "Books", "Disclosures", "Modifications", "Positions", "Compliance With Laws", "General", "Liens", "Terminations", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any hearing or Proceeding under this Section\u00a08 involving Indemnitee and against all Expenses and Other Liabilities incurre d by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding was frivolous or made in bad faith.", "references": ["Base Salary", "No Waivers", "Consent To Jurisdiction", "Existence", "Change In Control", "Jurisdictions", "Survival", "Costs", "Taxes", "Positions", "Waiver Of Jury Trials", "Tax Withholdings", "Transactions With Affiliates", "Agreements", "Insurances", "Vesting", "Enforcements", "Brokers", "Books", "Non-Disparagement", "Cooperation", "Successors", "Headings", "Employment", "Financial Statements", "Submission To Jurisdiction", "Governing Laws", "Forfeitures", "Enforceability", "Liens", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Administrative Agent shall have received a properly completed and signed IRS Form\u00a0W-8 or W-9, as applicable, for each Loan Party.", "references": ["Closings", "Records", "Notices", "Jurisdictions", "Fees", "Books", "Withholdings", "Binding Effects", "Vesting", "Assigns", "No Waivers", "Expenses", "Enforceability", "Base Salary", "Indemnifications", "Remedies", "Miscellaneous", "Representations", "Consents", "Successors", "Assignments", "Authorizations", "Capitalization", "Benefits", "Specific Performance", "Existence", "Sanctions", "Agreements", "Severability", "Positions", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application, as applicable, from the Borrower in accordance with Section \u00a02.3(a) or Section \u00a03.2 , as applicable.", "references": ["Capitalization", "Integration", "Interests", "Specific Performance", "Consents", "Interpretations", "Waivers", "Arbitration", "Cooperation", "Subsidiaries", "Records", "Assignments", "Entire Agreements", "Disclosures", "Defined Terms", "Qualifications", "Vacations", "Releases", "Erisa", "Sanctions", "Warranties", "Expenses", "Taxes", "Definitions", "Authorizations", "Amendments", "Intellectual Property", "Agreements", "Employment", "Binding Effects", "Notices"], "gold": ["Notices"]}
+{"input": "Any provision of this Agreement, which is invalid or unenforceable in any jurisdiction, shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.", "references": ["Waivers", "Tax Withholdings", "Approvals", "Waiver Of Jury Trials", "Financial Statements", "Books", "Construction", "Vesting", "Agreements", "Entire Agreements", "Publicity", "Effective Dates", "Records", "Change In Control", "Assigns", "Base Salary", "Solvency", "Integration", "Effectiveness", "Costs", "No Conflicts", "No Waivers", "Definitions", "Disability", "Forfeitures", "Benefits", "Sales", "Indemnity", "Participations", "Transactions With Affiliates", "Severability"], "gold": ["Severability"]}
+{"input": "EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).\u00a0 EACH PARTY HERETO (A)\u00a0CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\u00a0ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.", "references": ["Amendments", "No Defaults", "Titles", "Headings", "Liens", "Qualifications", "Positions", "Modifications", "Capitalization", "Warranties", "Existence", "Compliance With Laws", "Effective Dates", "Benefits", "Applicable Laws", "Binding Effects", "Terms", "Defined Terms", "Employment", "Representations", "Consents", "Assigns", "Enforcements", "Litigations", "Consent To Jurisdiction", "Taxes", "Brokers", "Sales", "Further Assurances", "Interpretations", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Except as otherwise permitted under Section 7.3 or Section 7.4 , at all times maintain and preserve in full force and effect (a) its existence (including being in good standing in its jurisdiction of organization) and (b) all rights and franchises, licenses and permits material to its business; provided , however , that no Loan Party or any of its Restricted Subsidiaries shall be required to preserve any such right or franchise, licenses or permits if such Person\u2019s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not material disadvantageous to such Person or to the Lender.", "references": ["Terms", "Consents", "Approvals", "Books", "Effectiveness", "Duties", "Enforceability", "Releases", "Survival", "Sanctions", "Sales", "Tax Withholdings", "Venues", "Solvency", "Miscellaneous", "Consent To Jurisdiction", "General", "Waiver Of Jury Trials", "Defined Terms", "Cooperation", "No Defaults", "Indemnifications", "Further Assurances", "Terminations", "Construction", "Arbitration", "Confidentiality", "Death", "Specific Performance", "Forfeitures", "Existence"], "gold": ["Existence"]}
+{"input": "Interest is payable monthly on the Payment Date of each month and shall be computed on the basis of a three hundred and sixty (360)\u00a0day year for the actual number of days elapsed. In computing interest, (i)\u00a0all payments received after 12:00\u00a0p.m. Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and (ii)\u00a0the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.", "references": ["Benefits", "General", "Financial Statements", "Jurisdictions", "Disability", "Duties", "Adjustments", "Agreements", "Capitalization", "Entire Agreements", "Assigns", "Construction", "Use Of Proceeds", "Cooperation", "Enforceability", "Insurances", "Withholdings", "Miscellaneous", "Authorizations", "Representations", "Governing Laws", "Severability", "Qualifications", "Confidentiality", "Brokers", "Fees", "No Conflicts", "Change In Control", "Vacations", "Expenses", "Payments"], "gold": ["Payments"]}
+{"input": "No broker, finder, or investment banker is entitled to any brokerage, finder\u2019s, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.", "references": ["Notices", "Records", "Sanctions", "No Waivers", "Indemnity", "Interests", "Miscellaneous", "Arbitration", "Indemnifications", "Submission To Jurisdiction", "Defined Terms", "Benefits", "Costs", "Disclosures", "Interpretations", "Solvency", "Non-Disparagement", "Use Of Proceeds", "Modifications", "Representations", "Authorizations", "Closings", "Vesting", "Jurisdictions", "Warranties", "Powers", "Terminations", "Counterparts", "Approvals", "Assignments", "Brokers"], "gold": ["Brokers"]}
+{"input": "The validity, construction, and effect of the Plan, any rules and regulations under the Plan, and any Award agreement shall be determined in accordance with the laws of the state of Delaware without giving effect to principles of conflicts of laws, and applicable federal law.", "references": ["General", "Expenses", "Payments", "No Conflicts", "Authorizations", "Interests", "Organizations", "Sanctions", "Headings", "Consent To Jurisdiction", "Tax Withholdings", "Anti-Corruption Laws", "Remedies", "Modifications", "Assigns", "Disclosures", "Indemnity", "Integration", "Subsidiaries", "Records", "Sales", "Intellectual Property", "Entire Agreements", "Cooperation", "Further Assurances", "Brokers", "Construction", "Use Of Proceeds", "Participations", "Submission To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall apply. All decisions of the Committee with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the RSU.", "references": ["Consent To Jurisdiction", "Withholdings", "Publicity", "Duties", "Definitions", "Terms", "Entire Agreements", "Disclosures", "Survival", "Defined Terms", "Vesting", "Use Of Proceeds", "Positions", "Notices", "Change In Control", "Enforcements", "Closings", "Interests", "Death", "Waivers", "Severability", "Costs", "Subsidiaries", "Qualifications", "Non-Disparagement", "Erisa", "Arbitration", "Taxes", "Records", "Liens", "Construction"], "gold": ["Construction"]}
+{"input": "This Agreement shall become effective upon the satisfaction (or waiver in accordance with Section 9.01) of the conditions set forth in Section\u00a03.01 and, thereafter, shall be binding upon and inure to the benefit of, and be enforceable by, the Loan Parties, the Administrative Agent, the Issuing Bank and each Lender and their respective successors and permitted assigns, except that the Loan Parties shall have no right to assign their rights hereunder or any interest herein without the prior written consent of each Lender, and any purported assignment without such consent shall be null and void.", "references": ["Severability", "Interpretations", "Modifications", "Approvals", "No Defaults", "Interests", "Consents", "Construction", "Expenses", "Vesting", "No Conflicts", "Qualifications", "Waiver Of Jury Trials", "Notices", "Disability", "Existence", "Enforcements", "Litigations", "Enforceability", "Publicity", "Brokers", "Anti-Corruption Laws", "Counterparts", "Warranties", "Records", "Authority", "Transactions With Affiliates", "Participations", "Intellectual Property", "Capitalization", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "In the event that any provision of this Agreement or the application thereof becomes or is declared by a Chosen Court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.", "references": ["Assigns", "Successors", "Specific Performance", "Entire Agreements", "Disability", "Powers", "Terminations", "Headings", "Books", "Litigations", "Records", "Authorizations", "Vacations", "Compliance With Laws", "Notices", "Use Of Proceeds", "Insurances", "Existence", "Closings", "Payments", "Effective Dates", "Applicable Laws", "Fees", "Terms", "Capitalization", "Interests", "Approvals", "Defined Terms", "Vesting", "Modifications", "Severability"], "gold": ["Severability"]}
+{"input": "As of the Closing Date (after giving effect to the Transactions), no Loan Party has any Subsidiaries other than those specifically disclosed on Schedule 5.11 , and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents or under the Second Lien Loan Documents (which Liens shall be subject to the Closing Date Intercreditor Agreement) and (ii) any Lien that is permitted under Section 7.01 . As of the Closing Date, Schedules 1 and 9 of the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party, (b) set forth the ownership interest of the Borrower and any other Subsidiary thereof in each Subsidiary, including the percentage of such ownership and (c) identify each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.", "references": ["Organizations", "Assigns", "Miscellaneous", "Adjustments", "General", "Waiver Of Jury Trials", "Non-Disparagement", "Headings", "Waivers", "Successors", "Powers", "Intellectual Property", "Payments", "Litigations", "Vacations", "No Waivers", "Taxes", "Vesting", "Defined Terms", "Enforcements", "Transactions With Affiliates", "Cooperation", "Submission To Jurisdiction", "Definitions", "Change In Control", "Agreements", "Records", "Costs", "Entire Agreements", "Titles", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "(a)\u00a0\u00a0\u00a0\u00a0Unless and until the Discharge of ABL Obligations has occurred, the Designated ABL Collateral Agent and the ABL Claimholders represented by it shall have the sole and exclusive right, subject to the rights of the Grantors under the ABL Loan Documents, to adjust settlement for any insurance policy covering the ABL Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the ABL Priority Collateral. Unless and until the Discharge of ABL Obligations has occurred, and subject in all cases to the rights of the Grantors under the ABL Loan Documents (including the rights of the Grantors to adjust for settlement and receive proceeds), all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect to the ABL Priority Collateral shall be paid first to the Designated ABL Collateral Agent for the benefit of the ABL Claimholders pursuant to the terms of the ABL Loan Documents (including for purposes of cash collateralization of letters of credit, and, if then in effect, the ABL Intercreditor Agreement), second , upon a Discharge of ABL Obligations, and subject in all cases to the rights of the Grantors under the Fixed Asset Loan Documents (including the rights of the Grantors to adjust for settlement and receive proceeds), to the Designated Fixed Asset Collateral Agent for the benefit of the Fixed Asset Claimholders to the extent required under the Fixed Asset Loan Documents and, if then in effect, the Fixed Asset Intercreditor Agreement, and third , upon a Discharge of Fixed Asset Obligations, to the owner of the subject property, such other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of ABL Obligations has occurred, if any Fixed Asset Collateral Agent or any Fixed Asset Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the Designated ABL Collateral Agent in accordance with the terms of Section \u00a04.2 .", "references": ["Litigations", "Subsidiaries", "Governing Laws", "Financial Statements", "Effective Dates", "Compliance With Laws", "Miscellaneous", "Submission To Jurisdiction", "Disability", "Powers", "Participations", "Headings", "Binding Effects", "Positions", "Further Assurances", "Non-Disparagement", "No Waivers", "Change In Control", "Sales", "Solvency", "Amendments", "Sanctions", "Organizations", "Cooperation", "Vacations", "Terms", "Use Of Proceeds", "Payments", "Definitions", "Enforceability", "Insurances"], "gold": ["Insurances"]}
+{"input": "All of the issued and outstanding Equity Interests of each Guarantor are owned as set forth in Schedule 4.5 to this Agreement, all of which interests have been duly authorized and validly issued, are fully paid and non-assessable and are owned of record by such Person as set forth on Schedule 4.5 , and with respect to Equity Interests owned by each Guarantor, free and clear of all Liens other than Liens in favor of the Trustee for the benefit of the Secured Parties and Permitted Liens. No Guarantor has any subsidiaries or owns any Equity Interests in any other Person, other than as set forth in such Schedule 4.5 and other than any Future Securitization Entity.", "references": ["Withholdings", "Positions", "No Defaults", "Brokers", "Submission To Jurisdiction", "Benefits", "Records", "Sales", "Use Of Proceeds", "Severability", "Representations", "Interests", "Vesting", "Anti-Corruption Laws", "Approvals", "Duties", "Terminations", "Enforcements", "Modifications", "Specific Performance", "Erisa", "Vacations", "Warranties", "Tax Withholdings", "Counterparts", "Forfeitures", "Binding Effects", "Enforceability", "Indemnifications", "Titles", "Subsidiaries"], "gold": ["Subsidiaries"]}
+{"input": "Each party\u2019s obligations under this Section\u00a03.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.", "references": ["Assigns", "Benefits", "Taxes", "Jurisdictions", "No Defaults", "Closings", "Sanctions", "Arbitration", "Integration", "Releases", "Notices", "Confidentiality", "Qualifications", "Disability", "Solvency", "Indemnifications", "Agreements", "Anti-Corruption Laws", "Publicity", "Successors", "Records", "Consents", "Payments", "Further Assurances", "Powers", "Miscellaneous", "Remedies", "Costs", "Liens", "Adjustments", "Survival"], "gold": ["Survival"]}
+{"input": "Borrowers, jointly and severally, shall pay all reasonable and documented out- of-pocket costs and expenses (including, without limitation, reasonable and documented attorneys\u2019 fees) in connection with (a) any action (including, without limitation, any inspections) required in the course of the administration of the indebtedness and obligations evidenced by the Loan Documents, and (b) any action in the enforcement of Lender\u2019s rights upon the occurrence and during the continuance of an Event of Default.", "references": ["Disability", "Financial Statements", "Withholdings", "Consent To Jurisdiction", "Approvals", "Assignments", "Benefits", "Duties", "Further Assurances", "Applicable Laws", "Interpretations", "Severability", "Sales", "Positions", "Authorizations", "Confidentiality", "Releases", "Use Of Proceeds", "Effective Dates", "Qualifications", "Adjustments", "Insurances", "Non-Disparagement", "Employment", "Solvency", "Disclosures", "Compliance With Laws", "Existence", "Amendments", "Effectiveness", "Expenses"], "gold": ["Expenses"]}
+{"input": "The Company will notify such Holders who are included in a Registration Statement as promptly as reasonably practicable: (i)(A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Holder is included has been filed; (B)\u00a0when the Commission notifies the Company whether there will be a \u201creview\u201d of the applicable Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of such Holders that pertain to such Holders as selling stockholders, but not any comments that would result in the disclosure to such Holders of material and non-public information (within the meaning of U.S. federal securities laws) concerning the Company, unless requested by such Holders); and (C)\u00a0with respect to each applicable Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii)\u00a0of any request by the Commission or any other federal or state Governmental Authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to such Holders as sellers of Registrable Securities; (iii)\u00a0of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv)\u00a0of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v)\u00a0of the occurrence of any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any amendments or supplements to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ( provided , however , that no notice by the Company shall be required pursuant to this clause (v)\u00a0in the event that the Company either promptly files an amendment to the applicable Registration Statement, a prospectus supplement to supplement or update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading).", "references": ["Disclosures", "Agreements", "Warranties", "Enforcements", "Erisa", "Compliance With Laws", "Entire Agreements", "No Conflicts", "Insurances", "Taxes", "Base Salary", "Subsidiaries", "Tax Withholdings", "No Waivers", "Definitions", "Modifications", "Remedies", "Litigations", "Organizations", "Transactions With Affiliates", "Anti-Corruption Laws", "Consent To Jurisdiction", "Binding Effects", "Severability", "Further Assurances", "Successors", "Positions", "Terminations", "Withholdings", "Existence", "Notices"], "gold": ["Notices"]}
+{"input": "Neither Seller nor H/Cell shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of H/Cell or Seller, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which H/Cell lists securities, provided that, to the extent required by applicable law, the party intending to make such release shall use its best efforts consistent with such applicable law to consult with the other party with respect to the text thereof.", "references": ["No Waivers", "Duties", "Representations", "Fees", "Definitions", "Binding Effects", "Further Assurances", "Indemnifications", "Books", "Anti-Corruption Laws", "Subsidiaries", "Erisa", "Waiver Of Jury Trials", "Approvals", "Confidentiality", "Terminations", "Solvency", "Transactions With Affiliates", "Venues", "Remedies", "General", "Miscellaneous", "Employment", "Change In Control", "No Conflicts", "Warranties", "Adjustments", "Defined Terms", "Disclosures", "Non-Disparagement", "Publicity"], "gold": ["Publicity"]}
+{"input": "The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including without limitation each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.", "references": ["Sanctions", "General", "Qualifications", "Tax Withholdings", "Intellectual Property", "Notices", "Indemnifications", "Counterparts", "Books", "Capitalization", "Assignments", "Disclosures", "Vacations", "Death", "Brokers", "Specific Performance", "Withholdings", "Remedies", "Transactions With Affiliates", "Terminations", "Applicable Laws", "Closings", "Miscellaneous", "Subsidiaries", "Payments", "Solvency", "Headings", "Terms", "Governing Laws", "Publicity", "Severability"], "gold": ["Severability"]}
+{"input": "Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. No event has occurred resulting from Borrower's failure to comply with ERISA that is reasonably likely to result in Borrower's incurring any liability that could reasonably be expected to have a Material Adverse Effect, Borrower is not an \"investment company\" or a company \"controlled\" by an \"investment company\" within the meaning of the Investment Company Act of 1940. Borrower is not engaged principally, or as one of the important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System). Borrower has complied in all material respects with all the provisions of the Federal Fair Labor Standards Act, Borrower is in compliance with all environmental laws, regulations and ordinances except where the failure to comply is not reasonably likely to have a Material Adverse Effect. Borrower has not violated any statutes, laws, ordinances or rules applicable to it, the violation of which could reasonably be expected to have a Material Adverse Effect. Borrower and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein except those being contested in good faith with adequate reserves under GAAP or where the failure to file such returns or pay such taxes could not reasonably be expected to have a Material Adverse Effect.", "references": ["Indemnifications", "Disability", "Transactions With Affiliates", "Waivers", "Headings", "Use Of Proceeds", "Defined Terms", "Consents", "Interpretations", "Approvals", "Definitions", "Integration", "No Defaults", "Sales", "Sanctions", "Enforcements", "Counterparts", "Submission To Jurisdiction", "Fees", "Miscellaneous", "Non-Disparagement", "Capitalization", "Remedies", "Jurisdictions", "Expenses", "Vacations", "Governing Laws", "Base Salary", "Taxes", "Intellectual Property", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of the parties hereto.", "references": ["Authorizations", "Litigations", "Use Of Proceeds", "Payments", "Authority", "Interests", "Erisa", "Vacations", "Capitalization", "Warranties", "Entire Agreements", "Indemnifications", "Venues", "Taxes", "Severability", "Arbitration", "Approvals", "Miscellaneous", "Financial Statements", "Duties", "Benefits", "Insurances", "Change In Control", "Titles", "Consent To Jurisdiction", "Closings", "Terminations", "Withholdings", "Transactions With Affiliates", "Tax Withholdings", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement, together with the Confidentiality Agreement, the Option Agreement, the Equity Plan and the Indemnification 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 a writing and signed by duly authorized representatives of the Parties hereto. In entering into this Agreement, no Party has relied on or made any representation, warranty, inducement, promise, or understanding that is not in this Agreement.", "references": ["Governing Laws", "Titles", "Jurisdictions", "Benefits", "Financial Statements", "Existence", "Warranties", "Closings", "Change In Control", "Duties", "Books", "Interests", "Assigns", "Modifications", "Remedies", "Transactions With Affiliates", "Vacations", "Authorizations", "Survival", "Indemnifications", "Non-Disparagement", "Compliance With Laws", "Submission To Jurisdiction", "Specific Performance", "Applicable Laws", "Counterparts", "No Waivers", "Consents", "Assignments", "Construction", "Integration"], "gold": ["Integration"]}
+{"input": "Debtor shall maintain accurate and complete books and records relating to the Collateral in conformity with generally accepted accounting principles consistently applied. At Secured Party\u2019s request, Debtor will legend, in form and manner satisfactory to Secured Party, its books and records to indicate the Security Interest.", "references": ["Approvals", "Duties", "Integration", "Terminations", "Interpretations", "Modifications", "Litigations", "Benefits", "No Defaults", "Books", "Powers", "Entire Agreements", "Waiver Of Jury Trials", "Death", "Positions", "Enforceability", "Waivers", "Anti-Corruption Laws", "Sales", "Successors", "Confidentiality", "Arbitration", "Enforcements", "Disability", "Applicable Laws", "Sanctions", "Survival", "Vesting", "Expenses", "Subsidiaries", "Records"], "gold": ["Records"]}
+{"input": "The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of Delaware (but not its conflict of laws provisions).", "references": ["Agreements", "Terminations", "Effectiveness", "Waiver Of Jury Trials", "Non-Disparagement", "Interpretations", "Intellectual Property", "Participations", "Consent To Jurisdiction", "Sanctions", "Effective Dates", "Duties", "No Waivers", "Disclosures", "Counterparts", "Binding Effects", "Waivers", "Venues", "Disability", "Releases", "Organizations", "Assigns", "Confidentiality", "Headings", "Taxes", "Employment", "Forfeitures", "Consents", "Tax Withholdings", "Capitalization", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of a signature page of this Trademark Security Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Trademark Security Agreement.", "references": ["Authority", "Applicable Laws", "Construction", "Survival", "General", "Death", "Assignments", "Effectiveness", "Governing Laws", "Brokers", "No Conflicts", "Definitions", "Binding Effects", "Effective Dates", "Headings", "Tax Withholdings", "Notices", "Terms", "Forfeitures", "Indemnifications", "Enforceability", "Cooperation", "Vesting", "Erisa", "Waivers", "Arbitration", "Employment", "Authorizations", "Amendments", "Fees", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY .", "references": ["Brokers", "Consent To Jurisdiction", "Integration", "Definitions", "No Defaults", "Change In Control", "Entire Agreements", "Death", "Survival", "Waivers", "Modifications", "Use Of Proceeds", "Existence", "Powers", "Jurisdictions", "Notices", "Confidentiality", "Duties", "Interpretations", "Submission To Jurisdiction", "Approvals", "Insurances", "Cooperation", "Headings", "Successors", "Miscellaneous", "Effectiveness", "Assigns", "Agreements", "Costs", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "Comply in all material respects with the requirements of all Laws (including, but not limited to, the Act) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.", "references": ["Disability", "Vacations", "Non-Disparagement", "Miscellaneous", "Representations", "Withholdings", "Indemnity", "Financial Statements", "Expenses", "Adjustments", "Integration", "No Conflicts", "Severability", "Terminations", "Jurisdictions", "Interpretations", "Defined Terms", "Headings", "Duties", "Entire Agreements", "Change In Control", "General", "Subsidiaries", "Effective Dates", "Vesting", "Remedies", "Assignments", "Base Salary", "Publicity", "Indemnifications", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender\u2019s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitment of any Lender shall be deemed to be used to the extent of the Revolving Credit Exposure of such Lender.", "references": ["Positions", "Confidentiality", "Financial Statements", "Authorizations", "Assignments", "Venues", "Further Assurances", "Forfeitures", "Erisa", "Successors", "Use Of Proceeds", "Intellectual Property", "Costs", "Change In Control", "Publicity", "Effective Dates", "No Conflicts", "Modifications", "No Defaults", "Counterparts", "Powers", "Subsidiaries", "Applicable Laws", "Compliance With Laws", "Submission To Jurisdiction", "Tax Withholdings", "Transactions With Affiliates", "No Waivers", "Anti-Corruption Laws", "Payments", "Fees"], "gold": ["Fees"]}
+{"input": "The Lender\u2019s agreement not to pursue its rights and remedies until the occurrence of the Termination Date as described in Section 1.1 herein is temporary and limited in nature. Except as expressly provided herein, (i) nothing contained herein shall be deemed to constitute a waiver of the Specified Defaults or any other Default or Event of Default or compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties and (ii) the Lender reserves all rights, privileges and remedies under the Credit Agreement and the other Loan Documents.", "references": ["Submission To Jurisdiction", "Jurisdictions", "Consents", "Forfeitures", "Capitalization", "Employment", "Waivers", "Remedies", "Publicity", "Waiver Of Jury Trials", "Terms", "No Defaults", "Consent To Jurisdiction", "Assigns", "Liens", "Sanctions", "Base Salary", "Enforceability", "Insurances", "Taxes", "Indemnifications", "Solvency", "Amendments", "Withholdings", "Positions", "Compliance With Laws", "Intellectual Property", "Agreements", "Further Assurances", "Approvals", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Collateral Agent.", "references": ["Death", "Vesting", "Books", "Taxes", "Costs", "Brokers", "Solvency", "Representations", "Closings", "Interests", "Payments", "Further Assurances", "Intellectual Property", "Waivers", "Effective Dates", "No Defaults", "Defined Terms", "Titles", "Change In Control", "Remedies", "Specific Performance", "Withholdings", "Agreements", "Liens", "Financial Statements", "Integration", "Headings", "Anti-Corruption Laws", "Records", "Positions", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH COMMONWEALTH.", "references": ["Jurisdictions", "Applicable Laws", "Tax Withholdings", "Specific Performance", "Benefits", "Base Salary", "Assignments", "No Conflicts", "Publicity", "Warranties", "Waiver Of Jury Trials", "Liens", "Death", "Terms", "Venues", "Insurances", "Arbitration", "Terminations", "Interpretations", "Further Assurances", "Agreements", "Vesting", "Taxes", "No Waivers", "Successors", "Authorizations", "Waivers", "Anti-Corruption Laws", "Survival", "Financial Statements", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "In consideration of your Employment with the Company, its promise to arbitrate all employment - related disputes, and your receipt of the compensation, pay raises and other benefits paid to you by the Company, at present and in the future, you agree that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from your Employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration.", "references": ["Benefits", "Publicity", "Employment", "Disclosures", "Books", "Approvals", "Construction", "Organizations", "Representations", "Costs", "Change In Control", "No Conflicts", "Financial Statements", "Disability", "Tax Withholdings", "Terminations", "Interests", "Agreements", "Death", "Miscellaneous", "Adjustments", "Existence", "Waivers", "Amendments", "Vacations", "Liens", "Headings", "Confidentiality", "Sales", "Modifications", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "This Agreement constitutes the entire agreement between the Parties with respect to the subject matter addressed herein and supersedes all other agreements or understandings (whether written or oral and whether express or implied) that may exist between the Parties with regard to such subject matter, including but not limited to the Original Agreement.", "references": ["Sales", "Interests", "Venues", "Successors", "No Waivers", "Base Salary", "Withholdings", "Existence", "Consent To Jurisdiction", "Litigations", "No Defaults", "Vesting", "Waiver Of Jury Trials", "Defined Terms", "Compliance With Laws", "Disclosures", "Indemnity", "Insurances", "Governing Laws", "Records", "Liens", "Positions", "Terminations", "Capitalization", "Expenses", "Terms", "Effectiveness", "Remedies", "Sanctions", "Forfeitures", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(a) The execution and delivery of the Loan Documents by each Loan Party party thereto and the performance thereof by each such Loan Party (i)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (ii)\u00a0will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (iii)\u00a0will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (iv)\u00a0will not result in the creation or imposition of any Lien on any asset of any Loan Party (other than Liens created hereunder).", "references": ["Severability", "No Waivers", "Headings", "Notices", "Enforcements", "Payments", "Submission To Jurisdiction", "Terminations", "Death", "Intellectual Property", "Jurisdictions", "Enforceability", "Effective Dates", "Remedies", "Consents", "Assignments", "Closings", "Fees", "Interests", "Consent To Jurisdiction", "Duties", "Effectiveness", "Capitalization", "Publicity", "Books", "Adjustments", "Organizations", "Sanctions", "Approvals", "Governing Laws", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Agreement, and any rights and obligations hereunder, is personal to the Executive and shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.", "references": ["Miscellaneous", "Vesting", "Severability", "Books", "Liens", "Financial Statements", "Qualifications", "Employment", "Definitions", "Disclosures", "Survival", "Brokers", "Organizations", "Anti-Corruption Laws", "Submission To Jurisdiction", "Cooperation", "Entire Agreements", "Indemnity", "Specific Performance", "Waivers", "Costs", "Closings", "Expenses", "Jurisdictions", "Approvals", "Titles", "Fees", "Use Of Proceeds", "Transactions With Affiliates", "Payments", "Successors"], "gold": ["Successors"]}
+{"input": "The Grantee accepts the RSUs subject to all the terms and provisions of this Agreement and the terms and conditions of the Plan.", "references": ["Duties", "Warranties", "Publicity", "No Conflicts", "Insurances", "Payments", "Brokers", "Benefits", "Positions", "Waivers", "Financial Statements", "Entire Agreements", "No Defaults", "Records", "Expenses", "Construction", "Definitions", "Sanctions", "Forfeitures", "No Waivers", "Vacations", "Employment", "Arbitration", "Titles", "Binding Effects", "Organizations", "Intellectual Property", "Notices", "Closings", "Existence", "Interpretations"], "gold": ["Interpretations"]}
+{"input": "The Company shall afford the Buyers and their counsel with the opportunity to review and comment upon the form and substance of, and shall give reasonable consideration to all such comments from the Buyers or their counsel on, the portion(s) of any press release, SEC filing or any other public disclosure by or on behalf of the Company relating to the Buyers or their purchases hereunder, any of the Transaction Documents or the transactions contemplated thereby. Notwithstanding anything to the contrary contained herein, the Company shall not be required to provide the Buyers with advance notice of any press release, SEC filing or any other public disclosure by or on behalf of the Company relating to the Buyers, their purchases hereunder or any aspect of the Securities, the Transaction Documents or the transactions contemplated thereby to the extent the disclosure is materially consistent with disclosure previously reviewed by the Buyers or if the only change to such previously reviewed disclosure is to reflect additional purchases of Securities effected pursuant to this Agreement.", "references": ["Effective Dates", "Sales", "Warranties", "Assignments", "Anti-Corruption Laws", "Positions", "Indemnity", "No Defaults", "Expenses", "Interests", "Payments", "Organizations", "Further Assurances", "Compliance With Laws", "Closings", "Venues", "Tax Withholdings", "Use Of Proceeds", "Duties", "Agreements", "Benefits", "Fees", "Severability", "Notices", "Capitalization", "Records", "Construction", "Disability", "Death", "Insurances", "Publicity"], "gold": ["Publicity"]}
+{"input": "Except as set forth on Schedule 7.9 , there is no pending, or to Holdings\u2019 or the Borrower\u2019s knowledge, threatened, action, suit, proceeding, or counterclaim by any Person, or to Holdings\u2019 or the Borrower\u2019s knowledge, investigation by any Governmental Authority, which, in any case, has a reasonable likelihood of being adversely determined and if so adversely determined, either (a) would reasonably be expected to have a Material Adverse Effect or (b) relates directly to any of the Loan Documents.", "references": ["Interpretations", "Vacations", "Modifications", "Solvency", "Headings", "Authorizations", "Qualifications", "Notices", "Titles", "Liens", "Death", "Construction", "Venues", "Submission To Jurisdiction", "Interests", "Applicable Laws", "Waiver Of Jury Trials", "Closings", "Counterparts", "Brokers", "Disclosures", "Withholdings", "Capitalization", "No Conflicts", "Sales", "Remedies", "Use Of Proceeds", "Consent To Jurisdiction", "Jurisdictions", "Severability", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Assignment Agreement may be executed in one or more counterparts (including by facsimile or electronic transmission in .pdf, .tiff or any similar format), all of which shall be considered one and the same Assignment Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.", "references": ["Warranties", "Non-Disparagement", "Amendments", "Titles", "Enforceability", "Anti-Corruption Laws", "Modifications", "Organizations", "Use Of Proceeds", "Base Salary", "Severability", "Specific Performance", "Costs", "Compliance With Laws", "Solvency", "Indemnifications", "Consent To Jurisdiction", "Vesting", "Books", "Insurances", "Headings", "Powers", "Releases", "Entire Agreements", "Authorizations", "Subsidiaries", "Consents", "Transactions With Affiliates", "Positions", "Confidentiality", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The business of the Company has been and is presently being conducted in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances, except as (a) to the fact that the Company was delinquent in its filings with the Securities and Exchange Commission, (b) as set forth in the Commission Documents or (c) as such that, individually or in the aggregate, the noncompliance therewith would not have a Material Adverse Effect. The Company has all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.", "references": ["Indemnifications", "Litigations", "Indemnity", "Financial Statements", "Use Of Proceeds", "Authorizations", "Confidentiality", "Assignments", "Intellectual Property", "Adjustments", "Warranties", "Entire Agreements", "Costs", "Books", "Liens", "Solvency", "Consent To Jurisdiction", "Releases", "Miscellaneous", "Non-Disparagement", "Applicable Laws", "Publicity", "Jurisdictions", "Specific Performance", "Effective Dates", "Approvals", "Subsidiaries", "Employment", "Sanctions", "Binding Effects", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer of the Company at the Company\u2019s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee\u2019s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.", "references": ["Agreements", "Effectiveness", "Existence", "Transactions With Affiliates", "Withholdings", "Terms", "Adjustments", "Releases", "Capitalization", "Positions", "Tax Withholdings", "Integration", "Arbitration", "Remedies", "Amendments", "General", "Vacations", "Enforcements", "Vesting", "Participations", "Consents", "Benefits", "No Defaults", "Base Salary", "Publicity", "Approvals", "Terminations", "Cooperation", "Representations", "Insurances", "Notices"], "gold": ["Notices"]}
+{"input": "Borrower shall defend, indemnify and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement or any other Loan Document; and (b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank, its officers, employees and agents as a result of or in any way arising out of, following, or consequential to transactions between Bank and Borrower whether under this Agreement, or otherwise (including, without limitation, reasonable attorneys\u2019 fees and expenses), except for losses caused by Bank\u2019s gross negligence or willful misconduct.", "references": ["Solvency", "Releases", "Sales", "Effective Dates", "Specific Performance", "Benefits", "Employment", "Closings", "Further Assurances", "Severability", "Disclosures", "Warranties", "Death", "Interests", "Indemnity", "Effectiveness", "Erisa", "Adjustments", "Disability", "Capitalization", "Agreements", "Cooperation", "Representations", "Notices", "Forfeitures", "Existence", "Waivers", "Enforcements", "Brokers", "Sanctions", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "During the Term of this Agreement, the Company may, at any time and in its sole discretion, terminate the Employee\u2019s employment and this Agreement with Cause, subject to any prior notice requirements of Section\u00a04.2 of this Agreement or, upon thirty (30) days prior written notice from the Board of Directors of the Company, without Cause, and the Employee may, at any time and in his sole discretion, resign from his employment with the Company and terminate this Agreement, subject to any prior notice requirements of Section\u00a04.3 of this Agreement, if applicable (any such date of termination, the \u201c Termination Date \u201d).", "references": ["No Defaults", "Counterparts", "Remedies", "Authority", "Fees", "No Waivers", "Jurisdictions", "Disclosures", "Submission To Jurisdiction", "Consents", "Participations", "Publicity", "Authorizations", "Costs", "Solvency", "Waivers", "Severability", "Financial Statements", "Sales", "Indemnifications", "Intellectual Property", "Governing Laws", "Closings", "Definitions", "Modifications", "Arbitration", "Base Salary", "Tax Withholdings", "Consent To Jurisdiction", "Existence", "General"], "gold": ["General"]}
+{"input": "If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement.", "references": ["Applicable Laws", "Further Assurances", "Base Salary", "Amendments", "Effective Dates", "Adjustments", "Liens", "Specific Performance", "Vesting", "Notices", "Publicity", "Use Of Proceeds", "Capitalization", "Forfeitures", "Successors", "Subsidiaries", "Authorizations", "Disclosures", "Tax Withholdings", "Closings", "Terms", "Expenses", "No Defaults", "Non-Disparagement", "Intellectual Property", "Jurisdictions", "Headings", "Approvals", "Taxes", "Withholdings", "Severability"], "gold": ["Severability"]}
+{"input": "This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.", "references": ["Enforcements", "Subsidiaries", "Effectiveness", "Existence", "Headings", "Financial Statements", "Payments", "Duties", "Authorizations", "Books", "Waivers", "Indemnity", "Participations", "Remedies", "Fees", "Venues", "Vesting", "Enforceability", "Interpretations", "Publicity", "Arbitration", "Records", "Warranties", "Disability", "Construction", "Cooperation", "Liens", "Closings", "Litigations", "Sales", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement shall not be construed against the Party who drafted it since both Parties have substantially contributed to its content before it was executed by the Parties.", "references": ["Powers", "Employment", "Effective Dates", "Insurances", "Binding Effects", "Non-Disparagement", "Costs", "Anti-Corruption Laws", "Agreements", "Remedies", "Litigations", "Publicity", "General", "Interpretations", "Records", "Defined Terms", "Solvency", "Disclosures", "Interests", "Survival", "Counterparts", "Assigns", "Releases", "Expenses", "Base Salary", "Intellectual Property", "Headings", "Effectiveness", "Definitions", "Forfeitures", "Construction"], "gold": ["Construction"]}
+{"input": "The validity of this Agreement and any of the terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the Governing Jurisdiction, without reference to any conflict of law or choice of law principles in the Governing Jurisdiction that might apply the law of another jurisdiction.", "references": ["Financial Statements", "Remedies", "Disability", "Authorizations", "Compliance With Laws", "Sanctions", "Forfeitures", "Brokers", "Cooperation", "Powers", "Interests", "Counterparts", "Releases", "Duties", "Confidentiality", "Venues", "Change In Control", "Consent To Jurisdiction", "Notices", "Assigns", "Further Assurances", "Indemnity", "Definitions", "Payments", "Modifications", "Expenses", "Participations", "Use Of Proceeds", "Capitalization", "Base Salary", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Except as would not reasonably be expected to result in a Material Adverse Effect, to the knowledge of Borrower, Borrower, each Property and the uses thereof comply with all applicable material Insurance Requirements and Legal Requirements, including building and zoning ordinances and codes (taking into account all grandfathering provisions thereof). Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority with respect to any Property the violation of which could result in a Material Adverse Effect. There has not been committed by or on behalf of Borrower or, to Borrower\u2019s knowledge, any other person in occupancy of or involved with the operation or use of any Property, any act or omission affording any federal Governmental Authority or any state or local Governmental Authority the right of forfeiture as against any Property or any portion thereof or any monies paid in performance of its obligations under any of the Loan Documents. Neither Borrower nor Guarantor has purchased any portion of the Properties with proceeds of any illegal activity.", "references": ["Vacations", "Submission To Jurisdiction", "Entire Agreements", "Capitalization", "Miscellaneous", "Sanctions", "Consents", "Withholdings", "Adjustments", "Subsidiaries", "Applicable Laws", "Successors", "Organizations", "Authority", "Brokers", "Counterparts", "Assigns", "Payments", "Defined Terms", "Terms", "Arbitration", "Publicity", "Use Of Proceeds", "Venues", "Cooperation", "Employment", "Anti-Corruption Laws", "Sales", "Costs", "Taxes", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "All compensation paid to Executive hereunder shall be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law. To the extent taxes owed by Executive with respect to amounts paid hereunder are not withheld for any reason, Executive shall continue to be responsible for such taxes, and neither the Company nor any of its subsidiaries will have responsibility or liability to the Executive for any failure to comply with any applicable tax withholding requirements.", "references": ["Litigations", "No Waivers", "Arbitration", "No Conflicts", "Solvency", "Interpretations", "Financial Statements", "Organizations", "Intellectual Property", "Entire Agreements", "Effectiveness", "Consents", "Miscellaneous", "Anti-Corruption Laws", "Change In Control", "Insurances", "Venues", "Cooperation", "Payments", "Disability", "Titles", "Qualifications", "Enforcements", "Severability", "Employment", "Sales", "Taxes", "Non-Disparagement", "Binding Effects", "Construction", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the agreements and covenants set forth in Sections 5 and 6, and the indemnification provisions set forth in Section 10, shall survive until the termination of the Agreement.", "references": ["Representations", "Withholdings", "Tax Withholdings", "Closings", "Erisa", "Base Salary", "Disability", "Indemnifications", "No Waivers", "Taxes", "General", "Insurances", "Costs", "Publicity", "Qualifications", "Organizations", "Brokers", "Litigations", "Miscellaneous", "Sanctions", "No Defaults", "Submission To Jurisdiction", "Enforcements", "Death", "Capitalization", "Amendments", "Liens", "Warranties", "Successors", "Governing Laws", "Survival"], "gold": ["Survival"]}
+{"input": "By its acceptance of the benefits of this Agreement and the other Loan Documents, each Secured Party agrees that (a) the Loan Documents may be enforced only by the Administrative Agent, subject to Section 11.2 , (b) no Secured Party shall have any right individually to enforce or seek to enforce this Agreement or the other Loan Documents or to realize upon any Collateral or other security given to secure the payment and performance of the Obligations and (c) no Secured Party has any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender or an Issuing Lender and, in such case, only to the extent expressly provided in the Loan Documents.", "references": ["Assigns", "Effective Dates", "Base Salary", "Specific Performance", "Duties", "Venues", "Cooperation", "No Conflicts", "Enforceability", "Waivers", "Warranties", "Applicable Laws", "Adjustments", "Publicity", "Death", "Change In Control", "No Waivers", "Indemnity", "Terms", "Intellectual Property", "Brokers", "Powers", "Payments", "Amendments", "Authority", "Governing Laws", "Consents", "Indemnifications", "Vesting", "Capitalization", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "If a Change in Control (as defined in the Plan) of the Company occurs when the Grantee is employed by the Company (but after the date of grant and before the end of the Performance Period), all of the Performance Shares Awarded under this Agreement shall become immediately earned, vested and nonforfeitable upon the Change in Control. For purposes of determining the extent to which the Performance Objectives have been met, the amount earned shall be based upon the \u201cTarget\u201d level of the Performance Objectives. In such an event, the Change in Control shall be considered the end of the Restricted Period and any issuance of Common Stock pursuant to such Change in Control will be made in accordance with the general payment and timing provisions of Paragraph 6.", "references": ["Insurances", "Enforcements", "Governing Laws", "Anti-Corruption Laws", "Representations", "Brokers", "Erisa", "Financial Statements", "Positions", "Consents", "Definitions", "Benefits", "Use Of Proceeds", "Participations", "Authority", "Defined Terms", "Transactions With Affiliates", "Modifications", "Intellectual Property", "Releases", "Costs", "Successors", "Survival", "Jurisdictions", "Solvency", "Agreements", "Liens", "Warranties", "Interests", "Integration", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "If any contest or dispute arises between the parties with respect to this Agreement or Executive\u2019s employment or termination thereof, other than injunctive and equitable relief with regard to Sections 2 or 3 hereof or the Confidentiality Agreement, such contest or dispute shall be submitted to binding arbitration for resolution in New York, New York in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association (\u201c AAA \u201d) then in effect. The decision of the arbitrator shall be final and binding on the parties and may be entered in any court of applicable jurisdiction. The parties shall bear their own legal fees in any arbitration and shall split the fees of the AAA and the arbitrator.", "references": ["Base Salary", "Successors", "Brokers", "Counterparts", "Sanctions", "Representations", "Forfeitures", "Assignments", "Consents", "Titles", "Waiver Of Jury Trials", "Defined Terms", "Governing Laws", "No Conflicts", "Construction", "Sales", "Duties", "Withholdings", "Solvency", "Financial Statements", "Benefits", "Survival", "Transactions With Affiliates", "Participations", "Organizations", "Intellectual Property", "Tax Withholdings", "Disclosures", "Fees", "Confidentiality", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Section headings are for convenience of reference only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.", "references": ["Financial Statements", "Costs", "Warranties", "Withholdings", "Payments", "Disability", "Books", "Capitalization", "Modifications", "Intellectual Property", "No Waivers", "Authorizations", "Existence", "Effectiveness", "Litigations", "Assigns", "Benefits", "Entire Agreements", "Applicable Laws", "Amendments", "Notices", "Base Salary", "Waivers", "Counterparts", "Indemnity", "Tax Withholdings", "Expenses", "Publicity", "Duties", "Vacations", "Construction"], "gold": ["Construction"]}
+{"input": "In case any provision in this Loan Agreement Supplement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.", "references": ["Interests", "Death", "Defined Terms", "Applicable Laws", "Enforceability", "Effective Dates", "Financial Statements", "Successors", "Solvency", "No Waivers", "Liens", "Headings", "Vesting", "Books", "Withholdings", "Governing Laws", "Waiver Of Jury Trials", "Agreements", "Powers", "Cooperation", "Consents", "Erisa", "Authority", "Venues", "Change In Control", "Binding Effects", "Subsidiaries", "Duties", "Records", "Construction", "Severability"], "gold": ["Severability"]}
+{"input": "In the event of a Change in Control, the Committee may take such actions with respect to the Option as it deems appropriate pursuant to the Plan.", "references": ["Records", "Benefits", "Transactions With Affiliates", "Assigns", "Subsidiaries", "Binding Effects", "No Conflicts", "Interpretations", "Terms", "Existence", "Taxes", "Agreements", "Death", "Specific Performance", "Vesting", "Disability", "Erisa", "Effective Dates", "Miscellaneous", "Compliance With Laws", "Insurances", "Closings", "Submission To Jurisdiction", "Fees", "Forfeitures", "Powers", "Tax Withholdings", "Withholdings", "Jurisdictions", "Applicable Laws", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Where applicable, the provisions of this Award Agreement shall be governed by the contract law of the State of Iowa.", "references": ["Terms", "Records", "Death", "Positions", "Intellectual Property", "Base Salary", "No Waivers", "Indemnity", "Brokers", "Non-Disparagement", "Insurances", "Assigns", "Litigations", "Adjustments", "Change In Control", "Effectiveness", "Assignments", "Expenses", "Notices", "Submission To Jurisdiction", "Indemnifications", "Binding Effects", "Solvency", "Counterparts", "Liens", "Cooperation", "Vesting", "Entire Agreements", "Organizations", "Venues", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "EACH OF THE CREDIT PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Integration", "Indemnifications", "Defined Terms", "Positions", "Waivers", "Records", "Anti-Corruption Laws", "Terminations", "Non-Disparagement", "Powers", "Counterparts", "Publicity", "No Defaults", "Fees", "Enforceability", "Interests", "Interpretations", "Amendments", "Taxes", "Applicable Laws", "Closings", "Further Assurances", "Releases", "Organizations", "Costs", "Cooperation", "Brokers", "Terms", "Financial Statements", "Binding Effects", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The failure of the Company to comply with any term of this Agreement shall constitute an Event of Default under the Credit Agreement. In addition, the Company shall reimburse the Administrative Agent (and any agent or representative of the Administrative Agent) for any expenses incurred by the Administrative Agent (or such agent or representative of the Administrative Agent) in protecting or enforcing its rights under this Agreement, including, without limitation, reasonable attorneys\u2019 fees.", "references": ["Vesting", "Consent To Jurisdiction", "No Defaults", "Participations", "Binding Effects", "Disability", "Non-Disparagement", "Specific Performance", "Amendments", "Transactions With Affiliates", "Organizations", "Headings", "Capitalization", "Erisa", "Enforceability", "Costs", "Assigns", "Financial Statements", "Successors", "Insurances", "General", "No Conflicts", "Payments", "Indemnifications", "Further Assurances", "Litigations", "Interests", "Benefits", "Anti-Corruption Laws", "Confidentiality", "Expenses"], "gold": ["Expenses"]}
+{"input": "The purchase and sale of the Shares shall take place on or before July 12, 2018; at or before 5:00 PM EST (which time is designated as the \u201cClosing\u201d). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an account to be designated by Seller, or his nominee for the Purchase Price totaling the amount of Fifty Thousand U.S. dollars and no cents ($50,000.00) which amount shall include any good faith deposits made, if any, and Seller will promptly deliver the following to Purchaser: (A) evidence of Shares in book entry form representing the Shares transferred by Seller to Purchaser hereunder with Mountain Share Transfer, LLC, the transfer agent. The Shares transferred will be accompanied by irrevocable stock powers executed by Seller (B) the stamped Certificate of Incorporation and duly adopted bylaws, (C) all corporate books and records; (D) written resignations of incumbent directors and officers of the Corporation; and (F) an affidavit certifying that all liabilities of the Corporation prior to the Closing date shall be paid in full out of the proceeds of this share purchase.", "references": ["Litigations", "Releases", "Enforceability", "Integration", "Consents", "Venues", "Sales", "Fees", "Brokers", "Waivers", "Indemnifications", "Capitalization", "Miscellaneous", "Definitions", "Expenses", "Agreements", "Confidentiality", "Terms", "Payments", "Cooperation", "Compliance With Laws", "No Conflicts", "Positions", "Publicity", "No Defaults", "Intellectual Property", "Withholdings", "Employment", "Use Of Proceeds", "Headings", "Closings"], "gold": ["Closings"]}
+{"input": "Except as otherwise provided in Section 4(b), RSUs and any related dividend equivalents which have not become vested as of the date the Grantee\u2019s Employment terminates shall immediately be forfeited on such date, and the Grantee shall have no further rights with respect thereto.", "references": ["Transactions With Affiliates", "Litigations", "Agreements", "Anti-Corruption Laws", "Erisa", "Further Assurances", "Publicity", "Withholdings", "Construction", "Arbitration", "Approvals", "Definitions", "Intellectual Property", "Solvency", "General", "Non-Disparagement", "Financial Statements", "Subsidiaries", "Participations", "Jurisdictions", "Interests", "Cooperation", "Applicable Laws", "Headings", "Powers", "Compliance With Laws", "Assignments", "Existence", "Liens", "Disability", "Forfeitures"], "gold": ["Forfeitures"]}
+{"input": "THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Further Assurances", "Confidentiality", "Solvency", "Anti-Corruption Laws", "Cooperation", "Duties", "Interpretations", "Non-Disparagement", "Benefits", "Releases", "Arbitration", "Effective Dates", "Definitions", "Agreements", "Sales", "Modifications", "Employment", "Erisa", "Venues", "Integration", "Capitalization", "Sanctions", "No Waivers", "Counterparts", "Consents", "Governing Laws", "Indemnifications", "Assigns", "Vesting", "General", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Except as set forth in Schedule 5.3(a) , no Consent of or with any Governmental Authority or third Person is required to be obtained or made by any Greenbrier Party in connection with the execution, delivery and performance by any Greenbrier Party of this Agreement and the Transaction Documents or consummation by any Greenbrier Party of the Unwind Transactions.", "references": ["Publicity", "Non-Disparagement", "Submission To Jurisdiction", "Existence", "Records", "Death", "Waivers", "Litigations", "Qualifications", "Successors", "Insurances", "Miscellaneous", "Duties", "Sanctions", "Waiver Of Jury Trials", "Disclosures", "Amendments", "Enforceability", "Tax Withholdings", "Solvency", "Vacations", "Assigns", "Representations", "Indemnity", "Taxes", "Organizations", "Interpretations", "Interests", "Venues", "Withholdings", "Consents"], "gold": ["Consents"]}
+{"input": "Immediately after the consummation of the Transactions to occur on each of the Effective Date, the First Amendment Effective Date and the Second Amendment the Effective Date, after taking into account all applicable rights of indemnity and contribution, (a) the fair value of the assets of Holdings, the Borrower and its Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of Holdings, the Borrower and its Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) Holdings, the Borrower and its Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (d) Holdings, the Borrower and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following each of the Effective Date, the First Amendment Effective Date and the Second Amendment the Effective Date.\u00a0\u00a0For purposes of this Section 3.14, the amount of any contingent liability at any time shall be computed as the amount that, in the light of all of the facts and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual or matured liability.", "references": ["Enforceability", "Releases", "Taxes", "Base Salary", "Effectiveness", "Death", "Counterparts", "Authority", "Titles", "Books", "Successors", "Publicity", "Integration", "Change In Control", "Warranties", "Defined Terms", "Litigations", "Capitalization", "Confidentiality", "Consent To Jurisdiction", "Powers", "Sanctions", "Existence", "Disclosures", "Authorizations", "Modifications", "Organizations", "Headings", "Survival", "Compliance With Laws", "Solvency"], "gold": ["Solvency"]}
+{"input": "All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Lender, regardless of any investigation made by the Lender or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or Event of Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Borrower Obligation hereunder shall remain unpaid or unsatisfied.", "references": ["Enforceability", "No Defaults", "Confidentiality", "Capitalization", "Sales", "Defined Terms", "Survival", "Vesting", "Existence", "Indemnifications", "Integration", "Definitions", "Closings", "Releases", "Approvals", "Governing Laws", "Further Assurances", "Use Of Proceeds", "Benefits", "Death", "Cooperation", "Arbitration", "Organizations", "Disability", "No Waivers", "Transactions With Affiliates", "Base Salary", "Non-Disparagement", "Sanctions", "Qualifications", "Warranties"], "gold": ["Warranties"]}
+{"input": "The Transactions (a)\u00a0do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Administrative Agent for filing and/or recordation, as of the Effective Date and (iii) those which, if not obtained or made, could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (b)\u00a0will not violate any applicable material law or regulation or the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries or any order of any Governmental Authority which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (c)\u00a0will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment thereunder to be made by the Company or any of its Subsidiaries which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (d)\u00a0will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of the Company or any of its Subsidiaries.", "references": ["Anti-Corruption Laws", "Financial Statements", "General", "Terms", "Insurances", "Approvals", "Terminations", "Submission To Jurisdiction", "No Waivers", "Assigns", "Brokers", "Interpretations", "Tax Withholdings", "Solvency", "Sales", "Base Salary", "Subsidiaries", "Use Of Proceeds", "Sanctions", "Indemnity", "Organizations", "Arbitration", "Construction", "Capitalization", "Warranties", "Forfeitures", "Benefits", "Disability", "Counterparts", "Qualifications", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "Delivery of, and payment of the purchase price (via wire transfer) for, the Securities shall be made at 9:00 a.m. Houston time, on October\u00a02, 2018, or such other time and date as the Representative shall designate by notice to the Company (such date and time, the \u201c Closing Date \u201d) at the offices of Vinson\u00a0& Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002. The Closing Date and the location of delivery of and the form of payment for the Securities may be varied by mutual agreement between the Initial Purchasers and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Preliminary Offering Memorandum, Pricing Disclosure Package, or Final Offering Memorandum or a delay as contemplated by the provisions of Section\u00a010(e) hereof.", "references": ["Erisa", "Jurisdictions", "Adjustments", "Amendments", "Indemnity", "Releases", "Authority", "Tax Withholdings", "Taxes", "Remedies", "General", "Vacations", "Construction", "Further Assurances", "Insurances", "No Waivers", "Successors", "Effective Dates", "Qualifications", "Survival", "Venues", "Employment", "Anti-Corruption Laws", "Existence", "Participations", "Definitions", "Binding Effects", "No Conflicts", "Approvals", "Fees", "Payments"], "gold": ["Payments"]}
+{"input": "The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to Shares issued as a dividend or distribution on Restricted Stock Units) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of this Agreement and the Plan.", "references": ["Miscellaneous", "Enforceability", "Insurances", "Titles", "Notices", "Survival", "Disclosures", "Disability", "Severability", "Entire Agreements", "Amendments", "Confidentiality", "Jurisdictions", "Sanctions", "Headings", "Consent To Jurisdiction", "Intellectual Property", "Taxes", "Construction", "Benefits", "Payments", "Transactions With Affiliates", "Solvency", "Integration", "Capitalization", "Positions", "Indemnity", "Financial Statements", "Employment", "Records", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Buyer under the Repurchase Agreement, any of the other Transaction Documents or any other document, instrument or agreement executed and/or delivered in connection therewith.", "references": ["Indemnifications", "Consent To Jurisdiction", "Severability", "Jurisdictions", "Titles", "Books", "Benefits", "Warranties", "No Defaults", "Terms", "Construction", "Insurances", "Erisa", "Authority", "Integration", "Definitions", "Enforcements", "Adjustments", "Fees", "Use Of Proceeds", "Non-Disparagement", "Tax Withholdings", "Litigations", "Approvals", "Transactions With Affiliates", "Venues", "No Conflicts", "Records", "Existence", "Entire Agreements", "No Waivers"], "gold": ["No Waivers"]}
+{"input": "This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive\u2019s legal representatives. This Agreement can be assigned by the Bank and shall be binding and inure to the benefit of the Bank, its successors and assigns.", "references": ["Liens", "Publicity", "Brokers", "Enforcements", "Duties", "Sanctions", "Modifications", "Releases", "Venues", "Qualifications", "Interests", "Authorizations", "Benefits", "Defined Terms", "Anti-Corruption Laws", "Death", "Effectiveness", "Applicable Laws", "Intellectual Property", "Employment", "Governing Laws", "Records", "Indemnity", "Transactions With Affiliates", "Participations", "Positions", "Terms", "Solvency", "Consents", "Payments", "Successors"], "gold": ["Successors"]}
+{"input": "Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i)\u00a0by personal delivery when delivered personally; (ii)\u00a0by overnight courier upon written verification of receipt; (iii)\u00a0by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv)\u00a0by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the address listed on the Company\u2019s personnel records and to the Company at its principal place of business, or such other address as either party may specify in writing.", "references": ["Positions", "Waiver Of Jury Trials", "Publicity", "Counterparts", "Jurisdictions", "Governing Laws", "Arbitration", "Indemnifications", "Remedies", "Death", "Anti-Corruption Laws", "Successors", "Change In Control", "Interpretations", "Warranties", "Solvency", "No Defaults", "Cooperation", "Representations", "Fees", "Submission To Jurisdiction", "Vacations", "Waivers", "General", "Erisa", "Liens", "Definitions", "Releases", "Authority", "Organizations", "Notices"], "gold": ["Notices"]}
+{"input": "This Amendment shall be construed in accordance with, and this Amendment, and all matters arising out of or relating in any way whatsoever to this Amendment (whether in contract, tort, or otherwise) shall be governed by, the law of the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section\u00a05-1401 of the General Obligation Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.", "references": ["Waivers", "Anti-Corruption Laws", "Interpretations", "Transactions With Affiliates", "Agreements", "Indemnifications", "Miscellaneous", "Venues", "Headings", "Adjustments", "Compliance With Laws", "Subsidiaries", "Brokers", "Closings", "Authority", "Withholdings", "Enforceability", "Representations", "Binding Effects", "Non-Disparagement", "Warranties", "Qualifications", "Positions", "Terminations", "Jurisdictions", "Counterparts", "Defined Terms", "Survival", "Insurances", "Consents", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Either party may terminate this Agreement upon thirty (30) days\u2019 prior written notice to the other.", "references": ["Employment", "Assignments", "No Defaults", "Titles", "Forfeitures", "Financial Statements", "Interests", "Taxes", "Submission To Jurisdiction", "Venues", "Solvency", "Effectiveness", "Records", "Jurisdictions", "Disclosures", "Miscellaneous", "Non-Disparagement", "Intellectual Property", "Authorizations", "Insurances", "Transactions With Affiliates", "Anti-Corruption Laws", "Consents", "Vacations", "Indemnity", "Adjustments", "Severability", "Litigations", "Approvals", "Cooperation", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Borrower\u2019s obligations under Section 2(f), together with Section 3(c) of this Secured Note, shall survive any assignment of rights by the Holder, and the termination, satisfaction or discharge of all Note Obligations.", "references": ["Consent To Jurisdiction", "Enforcements", "Insurances", "Approvals", "Transactions With Affiliates", "Agreements", "Withholdings", "Adjustments", "Erisa", "Non-Disparagement", "Submission To Jurisdiction", "Duties", "Assigns", "Change In Control", "Amendments", "Costs", "No Conflicts", "Liens", "Participations", "Governing Laws", "Anti-Corruption Laws", "Financial Statements", "Solvency", "No Defaults", "Entire Agreements", "Compliance With Laws", "Effectiveness", "Disability", "Successors", "Waiver Of Jury Trials", "Survival"], "gold": ["Survival"]}
+{"input": "This Release Agreement shall be governed by the laws of the State of Arizona, without regard to the choice of law provisions thereof. Releasor hereby expressly consents to personal jurisdiction and venue in the State and federal courts located in Maricopa County, Arizona for any lawsuit arising from or relating to this Release Agreement, without regard to his/her then-current residence or domicile, and hereby expressly and irrevocably waives any objection to such jurisdiction and venue. Notwithstanding the foregoing, if any severance payment or other benefit hereunder requires Releasor to temporarily continue on Blackhawk\u2019s payroll in California, then this Release Agreement shall be governed by the laws of the State of California, without regard to the choice of law provisions thereof, and Releasor agrees to personal jurisdiction and venue in the State and federal courts located in San Mateo County, California for any lawsuit arising from or relating to this Release Agreement, without regard to his/her then-current residence or domicile, and hereby expressly and irrevocably waives any objection to such jurisdiction and venue.", "references": ["Severability", "Employment", "Adjustments", "Assignments", "Liens", "Anti-Corruption Laws", "Organizations", "Erisa", "Definitions", "Enforcements", "Miscellaneous", "Venues", "Indemnifications", "Assigns", "Change In Control", "Withholdings", "Tax Withholdings", "Confidentiality", "Taxes", "Insurances", "Positions", "No Defaults", "Integration", "No Waivers", "Brokers", "Submission To Jurisdiction", "Waivers", "Enforceability", "Costs", "Subsidiaries", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The parties intend and agree that the construction of the Phase II Buildings and of the Tenant Improvements necessary for Tenant's occupancy and use thereof shall be governed by and performed in accordance with the provisions of the Workletter, subject to all of the terms and conditions set forth in this Amendment. Effective upon the Phase II Lease Commencement Date, the Workletter shall be deemed to be, and is hereby, amended to reflect and incorporate all of the terms and conditions set forth in this Amendment. In the event of any inconsistency between provisions of the Workletter and provisions of this Amendment, the provisions of this Amendment shall be controlling with respect to the matters specifically addressed in this Amendment. Without limiting the generality of the foregoing, Schedule C-1 and Schedule C-2 attached hereto shall supersede, with respect to the Phase II Buildings, the comparable schedules attached to the Workletter.", "references": ["Waivers", "Benefits", "Taxes", "Defined Terms", "Venues", "Effective Dates", "Terminations", "Assigns", "Subsidiaries", "Approvals", "Compliance With Laws", "Miscellaneous", "Authority", "Jurisdictions", "Insurances", "Agreements", "Adjustments", "Consents", "Existence", "Costs", "Publicity", "Entire Agreements", "Disability", "Books", "Payments", "Remedies", "Erisa", "Interests", "Interpretations", "Effectiveness", "Construction"], "gold": ["Construction"]}
+{"input": "This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney\u2019s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.", "references": ["Cooperation", "Consent To Jurisdiction", "No Defaults", "Books", "Transactions With Affiliates", "Survival", "Approvals", "Brokers", "Disclosures", "General", "Compliance With Laws", "Closings", "Miscellaneous", "Waivers", "Severability", "Authority", "Participations", "Headings", "Effective Dates", "Releases", "Interpretations", "Liens", "Vesting", "Successors", "Venues", "Duties", "Effectiveness", "Confidentiality", "Qualifications", "Withholdings", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Assignor does hereby represent and warrant that the Interest Rate Agreement is in full force and effect and is enforceable in accordance with the terms thereof and the Assignor is not in default thereunder. The Assignor does hereby further warrant and represent that neither the whole nor any part of the right, title and interest hereby assigned are the subject of any present assignment or pledge, and hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, the Assignor will not assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors or assigns, and the Assignor will not knowingly take or omit to take any action, the taking or omission of which might result in any alteration or impairment of said rights or this Assignment.", "references": ["Amendments", "Venues", "Enforceability", "Benefits", "Solvency", "Compliance With Laws", "Indemnity", "Non-Disparagement", "Agreements", "Interests", "Sales", "Consent To Jurisdiction", "Indemnifications", "Remedies", "Powers", "Miscellaneous", "Applicable Laws", "Costs", "Further Assurances", "Effectiveness", "Vesting", "Definitions", "Specific Performance", "Vacations", "No Defaults", "Submission To Jurisdiction", "Taxes", "Payments", "Duties", "Assignments", "Representations"], "gold": ["Representations"]}
+{"input": "You agree that you shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, either during your employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by you during your employment by the Company (or any predecessor). This restriction shall not apply to disclosures made during the routine course of business in fulfillment of your duties during the Employment Term, as described in Section 2. The foregoing shall not apply to information that (A) was known to the public prior to its disclosure to you or (B) you are required to disclose by applicable law, regulation or legal process (provided that you provide the Company with prior notice of the contemplated disclosure and cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information). The terms and conditions of this Agreement shall remain strictly confidential, and you hereby agree not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal visors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on your conduct imposed by the provisions of this Section 8 .", "references": ["Venues", "Base Salary", "Specific Performance", "Waiver Of Jury Trials", "Publicity", "Agreements", "Taxes", "Sanctions", "Non-Disparagement", "Intellectual Property", "Assigns", "Terminations", "Consent To Jurisdiction", "No Defaults", "Records", "Sales", "Remedies", "Qualifications", "Disclosures", "Authority", "Submission To Jurisdiction", "Enforcements", "Severability", "Compliance With Laws", "Integration", "Use Of Proceeds", "Jurisdictions", "Effectiveness", "No Waivers", "Existence", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The captions of the paragraphs of this Agreement are for convenience only and shall not be considered or referenced in resolving questions of construction or interpretation.", "references": ["Applicable Laws", "Specific Performance", "Titles", "Insurances", "Authority", "Participations", "Miscellaneous", "Closings", "Further Assurances", "Positions", "Base Salary", "Existence", "Non-Disparagement", "Records", "Taxes", "General", "Effectiveness", "Entire Agreements", "Brokers", "Confidentiality", "Enforcements", "Cooperation", "Benefits", "Binding Effects", "Defined Terms", "Successors", "Assignments", "Definitions", "Expenses", "Change In Control", "Headings"], "gold": ["Headings"]}
+{"input": "Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.", "references": ["Governing Laws", "Taxes", "Waivers", "Jurisdictions", "Consents", "Waiver Of Jury Trials", "Binding Effects", "Duties", "Death", "Approvals", "Disability", "Releases", "Records", "Disclosures", "Cooperation", "Entire Agreements", "Anti-Corruption Laws", "Survival", "Venues", "Tax Withholdings", "Severability", "Base Salary", "Effective Dates", "Terms", "Capitalization", "Indemnity", "Change In Control", "Titles", "Representations", "Fees", "Construction"], "gold": ["Construction"]}
+{"input": "For the period set forth in the Benefit Schedules applicable to Executive's job title tier, (i) Executive will receive payment of the full premium amount (less withholding taxes) charged under the Consolidated Omnibus Budget Reconciliation Act for continuation of Executive's group health insurance in effect as of the date of termination and (ii) Executive will have the right, on the same basis as other employees of the Company, to participate in and to receive benefits under any Company group medical, dental, life, disability or other group insurance plans, as well as under the Company's, educational assistance, holiday, and other benefit plans and policies.", "references": ["Erisa", "Effective Dates", "Employment", "Approvals", "Brokers", "General", "Transactions With Affiliates", "Severability", "Disclosures", "Construction", "Assignments", "No Defaults", "Costs", "Books", "Intellectual Property", "No Waivers", "Publicity", "Indemnity", "Enforceability", "Confidentiality", "Duties", "Capitalization", "Existence", "Indemnifications", "Records", "Definitions", "Releases", "Defined Terms", "Counterparts", "No Conflicts", "Benefits"], "gold": ["Benefits"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Parent on the date due as provided in paragraph (e)\u00a0of this Section, or of any reimbursement payment required to be refunded to the Parent for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Anti-Corruption Laws", "Payments", "Jurisdictions", "Publicity", "Employment", "Taxes", "Authority", "Modifications", "Definitions", "Books", "Submission To Jurisdiction", "Financial Statements", "Liens", "Death", "Headings", "Miscellaneous", "Indemnifications", "Powers", "Construction", "Fees", "Binding Effects", "Qualifications", "Severability", "Notices", "Transactions With Affiliates", "Disclosures", "Brokers", "Terms", "Authorizations", "Releases", "Participations"], "gold": ["Participations"]}
+{"input": "This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.", "references": ["Binding Effects", "Litigations", "Integration", "Disability", "Vacations", "Assigns", "Definitions", "Employment", "Confidentiality", "Qualifications", "Jurisdictions", "Approvals", "Fees", "Sanctions", "Change In Control", "Withholdings", "Brokers", "Cooperation", "Severability", "Benefits", "Authority", "Sales", "Construction", "Survival", "Agreements", "Further Assurances", "Interpretations", "Publicity", "Positions", "Waiver Of Jury Trials", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Conduct, or permit any of its Subsidiaries to conduct, any transaction with any of its Affiliates except (i) on terms that are (1) in, or not inconsistent with, the best interests of such Borrower and its stockholders or (2) fair and reasonable and at least as favorable to such Borrower or such Subsidiary as it would obtain in a comparable arm\u2019s length transaction with a Person that is not an Affiliate of such Borrower or such Subsidiary, (ii) any Affiliate who is an individual may serve as partner, director, officer, employee or consultant of such Borrower or any of its Subsidiaries and may receive reasonable compensation and indemnification for his or her services in such capacity, (iii) nonexclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property by such Borrower or any of its Subsidiaries to any other Affiliate of such Borrower or any of its Subsidiaries, (iv) any transaction between or among such Borrower and/or any of its Subsidiaries not involving any other Affiliate of such Borrower and (v) transactions existing on the date hereof identified on Schedule 5.03(i).", "references": ["Expenses", "Vesting", "Terminations", "Capitalization", "Death", "Modifications", "Interpretations", "Organizations", "Cooperation", "Change In Control", "Counterparts", "Positions", "Taxes", "Effectiveness", "No Defaults", "Closings", "Headings", "Consent To Jurisdiction", "Authorizations", "Enforcements", "Vacations", "Venues", "Effective Dates", "Financial Statements", "Benefits", "Terms", "Disability", "Titles", "Enforceability", "Assigns", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "The Company and the Sellers hereby agree that the Percentage Participations are amended to be as set forth in Schedule I hereto with respect to the July 2018 calendar month purchase and sale obligations.", "references": ["Organizations", "General", "No Defaults", "Warranties", "Defined Terms", "Erisa", "Change In Control", "Subsidiaries", "Vacations", "Waiver Of Jury Trials", "Participations", "Binding Effects", "Modifications", "Jurisdictions", "Costs", "Vesting", "Transactions With Affiliates", "Waivers", "Non-Disparagement", "Interests", "Duties", "Miscellaneous", "Terms", "Records", "Entire Agreements", "Cooperation", "Base Salary", "Authorizations", "Books", "Remedies", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Sublease and Exhibits A - C attached hereto contain all of the agreements of the parties with respect to the subject matter hereof, and there are no verbal or other agreements which modify or affect this Sublease. This Sublease and Exhibits A - C attached hereto supersede any and all prior agreements made or executed by or on behalf of the parties hereto regarding the Premises.", "references": ["Headings", "Existence", "Defined Terms", "Approvals", "Further Assurances", "Subsidiaries", "Successors", "Closings", "Benefits", "No Defaults", "Remedies", "Jurisdictions", "Employment", "Sanctions", "Assignments", "Base Salary", "Transactions With Affiliates", "General", "Modifications", "Enforceability", "Taxes", "Submission To Jurisdiction", "Compliance With Laws", "Authority", "Authorizations", "Counterparts", "Warranties", "Litigations", "Disability", "Confidentiality", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Credit Parties, on a Consolidated basis, are Solvent.\u00a0 No transfer of property has been or will be made by any Credit Party and no obligation has been or will be incurred by any Credit Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay or defraud either present or future creditors of any Credit Party.", "references": ["Representations", "Confidentiality", "Intellectual Property", "Indemnity", "No Defaults", "Adjustments", "Publicity", "Fees", "Subsidiaries", "Books", "Submission To Jurisdiction", "Costs", "Erisa", "Severability", "No Waivers", "Transactions With Affiliates", "Definitions", "Modifications", "Effective Dates", "Non-Disparagement", "Assigns", "Powers", "Remedies", "Insurances", "Litigations", "Authority", "Approvals", "Arbitration", "Consent To Jurisdiction", "Agreements", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company\u2019s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Form 8-K described in Section\u00a04.4. \u00a0 Each Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the Form 8-K as described in Section 4.4, Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.\u00a0 Acuitas acknowledges that in connection with the appointment of Mr. Peizer pursuant to Section 2.2(a)(vii), Acuitas will be subject to certain obligations of confidentiality, as more fully described in Schedule 4.13 .", "references": ["Cooperation", "Approvals", "Use Of Proceeds", "Sales", "Defined Terms", "Disclosures", "Warranties", "Litigations", "Brokers", "Forfeitures", "Indemnity", "Jurisdictions", "Enforcements", "Effectiveness", "Releases", "Counterparts", "Waivers", "Employment", "Subsidiaries", "Positions", "Headings", "Powers", "Entire Agreements", "Interests", "Benefits", "Payments", "Intellectual Property", "Capitalization", "Books", "Withholdings", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the meanings given to such terms in the Agreement, as amended hereby.", "references": ["Authorizations", "Benefits", "Non-Disparagement", "Payments", "Submission To Jurisdiction", "Enforcements", "Notices", "Transactions With Affiliates", "Terms", "Taxes", "Insurances", "Closings", "Duties", "Powers", "Employment", "Confidentiality", "Assignments", "Change In Control", "Cooperation", "Participations", "Capitalization", "Use Of Proceeds", "No Defaults", "Disability", "Agreements", "Applicable Laws", "Assigns", "Titles", "Forfeitures", "Positions", "Definitions"], "gold": ["Definitions"]}
+{"input": "Each Obligor shall, in addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers reasonably satisfactory to Agent with respect to the Properties and business of Obligors of such type, in such amounts, and with such coverages and deductibles as are customary for companies similarly situated.", "references": ["Survival", "Litigations", "Waivers", "Taxes", "Change In Control", "Submission To Jurisdiction", "Compliance With Laws", "Financial Statements", "Qualifications", "Publicity", "Base Salary", "Agreements", "No Defaults", "Authorizations", "Anti-Corruption Laws", "Brokers", "Specific Performance", "Vesting", "Closings", "Death", "Sanctions", "Interests", "Severability", "Warranties", "Existence", "Tax Withholdings", "Integration", "Confidentiality", "Defined Terms", "Successors", "Insurances"], "gold": ["Insurances"]}
+{"input": "The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit. In the event of a court ordered arbitration, the party requesting arbitration shall be responsible for timely filing the demand for arbitration and paying the appropriate filing fee within 30 days of the abatement order or the time specified by the court. Failure to timely file the demand for arbitration as ordered by the court will result in that party\u2019s right to demand arbitration being automatically terminated.", "references": ["Withholdings", "No Conflicts", "Assignments", "Books", "Cooperation", "Brokers", "Successors", "Integration", "Positions", "Use Of Proceeds", "Notices", "Anti-Corruption Laws", "Compliance With Laws", "Authority", "Consents", "Indemnity", "Interpretations", "Construction", "Indemnifications", "General", "Liens", "Erisa", "Death", "Enforcements", "Governing Laws", "Subsidiaries", "Submission To Jurisdiction", "Insurances", "Expenses", "Participations", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Subject to reinstatement pursuant to Section 12 hereof, this Guaranty Agreement and each Guaranty Joinder Agreement, and all of the Guarantors\u2019 Obligations hereunder (excluding those Guarantors\u2019 obligations relating to Guaranteed Liabilities that expressly survive such termination) shall terminate on the Facility Termination Date.", "references": ["Qualifications", "Disability", "Change In Control", "Withholdings", "General", "Definitions", "Binding Effects", "Expenses", "Existence", "Enforcements", "Liens", "Waivers", "No Waivers", "Interests", "Litigations", "Jurisdictions", "Enforceability", "Books", "Severability", "Financial Statements", "Governing Laws", "Powers", "Records", "Positions", "Representations", "Miscellaneous", "Intellectual Property", "Vesting", "Effective Dates", "Vacations", "Terminations"], "gold": ["Terminations"]}
+{"input": "Buyer and Parent may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties made to such Party herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. At any time after the Effective Time, Parent (on behalf of Seller) and Buyer may (1) extend the time for the performance of any of the obligations or other acts of the other, (2) waive any inaccuracies in the representations and warranties made to Buyer (in the case of a waiver by Buyer) or made to Company (in the case of a waiver by Parent) herein or in any document delivered pursuant hereto and (3) waive compliance with any of the agreements or conditions for the benefit of Buyer (in the case of a waiver by Buyer) or made to Company and/or Company Subsidiary (in the case of a waiver by Parent). Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such Party. Without limiting the generality or effect of the preceding sentence, no delay in exercising any right under this Agreement will constitute a waiver of such right, and no waiver of any breach or default will be deemed a waiver of any other breach or default of the same or any other provision in this Agreement.", "references": ["Remedies", "No Conflicts", "Applicable Laws", "Jurisdictions", "Insurances", "Non-Disparagement", "Interests", "Disability", "Forfeitures", "Vacations", "Participations", "Duties", "Confidentiality", "Effectiveness", "Adjustments", "Further Assurances", "Solvency", "Sanctions", "Capitalization", "No Defaults", "Books", "Agreements", "Waiver Of Jury Trials", "Terminations", "Effective Dates", "Payments", "Litigations", "Headings", "Brokers", "Survival", "Waivers"], "gold": ["Waivers"]}
+{"input": "The Company hereby employs Executive, and Executive accepts employment as the Company\u2019s Vice President of Store Development. During the term of this Agreement, Executive shall report to the Company\u2019s President and Chief Executive Officer, and shall perform those duties as from time to time assigned.", "references": ["Books", "Intellectual Property", "Survival", "Interpretations", "Authority", "Solvency", "Enforceability", "Binding Effects", "Withholdings", "Financial Statements", "Sales", "Severability", "Arbitration", "Change In Control", "Counterparts", "Waiver Of Jury Trials", "Vesting", "Publicity", "Non-Disparagement", "Remedies", "Positions", "Duties", "Existence", "Powers", "Specific Performance", "Assigns", "Organizations", "Use Of Proceeds", "Effectiveness", "Notices", "Employment"], "gold": ["Employment"]}
+{"input": "This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by all of the parties hereto.", "references": ["Integration", "Submission To Jurisdiction", "Change In Control", "Consent To Jurisdiction", "Costs", "Governing Laws", "Assignments", "Interests", "Sales", "Vacations", "Applicable Laws", "Existence", "Interpretations", "Miscellaneous", "Effectiveness", "Capitalization", "Intellectual Property", "No Defaults", "Effective Dates", "Employment", "Venues", "Withholdings", "Positions", "Counterparts", "Representations", "Closings", "Indemnifications", "Terms", "Powers", "Authorizations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to conflict-of-law principles.", "references": ["Cooperation", "Qualifications", "Erisa", "Forfeitures", "Integration", "Indemnifications", "Construction", "Further Assurances", "No Conflicts", "Base Salary", "Modifications", "Consents", "Disclosures", "Notices", "Remedies", "Use Of Proceeds", "Interests", "Titles", "Expenses", "Warranties", "No Waivers", "Books", "Death", "Counterparts", "Releases", "Liens", "Participations", "General", "Employment", "Effective Dates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The table of contents and article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.", "references": ["Integration", "Enforcements", "Waiver Of Jury Trials", "Terminations", "Binding Effects", "Approvals", "Definitions", "Adjustments", "Forfeitures", "Authorizations", "Organizations", "Employment", "Records", "No Waivers", "Amendments", "Applicable Laws", "Publicity", "Expenses", "Representations", "Effective Dates", "Survival", "Specific Performance", "Modifications", "Consents", "Participations", "Liens", "Withholdings", "Submission To Jurisdiction", "Intellectual Property", "No Conflicts", "Headings"], "gold": ["Headings"]}
+{"input": "This Warrant, together with the Amendment and Exchange Agreement, constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant, the Subscription Agreement, the statements in the body of this Warrant shall control.", "references": ["Representations", "Liens", "Assignments", "No Conflicts", "Publicity", "Modifications", "Transactions With Affiliates", "Withholdings", "Terms", "Positions", "Indemnity", "Binding Effects", "Employment", "Interpretations", "Vesting", "Authorizations", "Headings", "Defined Terms", "Successors", "Arbitration", "Disability", "Taxes", "Authority", "Waiver Of Jury Trials", "Notices", "Organizations", "Survival", "Submission To Jurisdiction", "Forfeitures", "Approvals", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The provisions of Sections\u00a0 (Definitions) (to the extent applicable to surviving provisions), 4.5 (Preclinical Data), 4.6.1 (Clinical Trial Data), 8.12.4, 11 (Financial\u00a0 Provisions) (limited to amounts due to a Party as of the expiration or termination of this Agreement, including as provided for under 17.2.2(vi)\u00a0and 20.6(vi), and any associated obligations, e.g., reporting), \u00a0\u00a012.1 (Records), 12.2 (Audits), 13.1 (Ownership), Section\u00a014 (Confidentiality), 15.2 (Disclosures Regarding the Agreement), 15.8 (Use of Name), 16 (Representations), 17.4 (Trading in Securities), Section\u00a018 (Indemnification, Liability,\u00a0Insurance), 20.3 (Effect of Expiration or Termination of Agreement), 20.4 (Additional Effects of Expiration), 20.5 (Additional Effects of Termination by Bayer Pursuant to Sections 20.2.1, \u00a020.2.2, 20.2.3 or 20.2.4 or by Loxo Pursuant to Section\u00a020.2.3 or 20.2.4), 20.7 (Bayer\u2019s Additional Rights upon Loxo\u2019s Insolvency), Section\u00a022 (Dispute Resolution) and Section\u00a023 (General Provisions) shall survive any expiration or termination of this Agreement. For clarity, a Party\u2019s obligation to indemnity the other Party pursuant to Section\u00a018 shall survive termination of this Agreement due to a material breach by the Party being indemnified.", "references": ["Agreements", "No Conflicts", "Jurisdictions", "Employment", "Indemnity", "Defined Terms", "Records", "Forfeitures", "Arbitration", "Remedies", "Indemnifications", "Definitions", "Benefits", "Assigns", "Binding Effects", "Titles", "Effectiveness", "Terms", "No Waivers", "Existence", "Authorizations", "Vacations", "Further Assurances", "Taxes", "Specific Performance", "Death", "Non-Disparagement", "Venues", "Miscellaneous", "Erisa", "Survival"], "gold": ["Survival"]}
+{"input": "Subject to Section \u00a06 hereof, to the extent that any portion of any provision of this Agreement shall be invalid or unenforceable, the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect, and so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid and unenforceable.", "references": ["Defined Terms", "Assignments", "Participations", "Litigations", "Existence", "Costs", "Effective Dates", "Approvals", "Successors", "Qualifications", "Enforcements", "Consents", "Capitalization", "Books", "Amendments", "Terminations", "Specific Performance", "Indemnity", "Interpretations", "Closings", "Sales", "Remedies", "Venues", "Employment", "No Waivers", "Compliance With Laws", "Waivers", "Submission To Jurisdiction", "Counterparts", "Vacations", "Severability"], "gold": ["Severability"]}
+{"input": "As good consideration for Employee\u2019s execution, delivery, and non-revocation of this Agreement, ID Systems shall provide Employee with the payments and benefits set forth in Section 2 of the Severance Agreement between Employee and ID Systems dated as of August 20, 2018, payable as set forth therein. Employee acknowledges that Employee is not otherwise entitled to receive the payments and benefits described in this Section 4 and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability on the part of any of the Released Parties. Employee agrees that Employee will not seek anything further from any of the Released Parties.", "references": ["Records", "Powers", "Adjustments", "Books", "Submission To Jurisdiction", "Solvency", "Capitalization", "Taxes", "Erisa", "Waiver Of Jury Trials", "No Defaults", "Venues", "Severability", "Enforceability", "Counterparts", "Brokers", "Sanctions", "Titles", "Forfeitures", "Fees", "Death", "Amendments", "Applicable Laws", "Consent To Jurisdiction", "Successors", "Insurances", "Vesting", "Liens", "Representations", "Subsidiaries", "Payments"], "gold": ["Payments"]}
+{"input": "No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.", "references": ["Liens", "Governing Laws", "Successors", "Vesting", "Confidentiality", "Payments", "Non-Disparagement", "Intellectual Property", "Death", "Notices", "Change In Control", "Compliance With Laws", "Vacations", "General", "Brokers", "Enforcements", "Capitalization", "Venues", "Qualifications", "Cooperation", "Positions", "Benefits", "Applicable Laws", "Interests", "Authorizations", "Waivers", "Assigns", "Employment", "Records", "Anti-Corruption Laws", "Participations"], "gold": ["Participations"]}
+{"input": "Neither any Loan Party nor any Restricted Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "references": ["Approvals", "Subsidiaries", "Non-Disparagement", "Liens", "Venues", "Integration", "Further Assurances", "Compliance With Laws", "Waivers", "Notices", "Anti-Corruption Laws", "Indemnifications", "Confidentiality", "Change In Control", "Authorizations", "Miscellaneous", "Counterparts", "Qualifications", "Remedies", "Vacations", "Powers", "Transactions With Affiliates", "No Conflicts", "Organizations", "Terminations", "Disability", "Costs", "Survival", "Submission To Jurisdiction", "Releases", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\u00a0\u00a0This Agreement may be delivered via facsimile or other form of electronic communication, which shall be deemed an original.", "references": ["Anti-Corruption Laws", "Publicity", "Titles", "Submission To Jurisdiction", "Specific Performance", "Further Assurances", "Notices", "Solvency", "Applicable Laws", "Authority", "Enforcements", "Records", "Terms", "Forfeitures", "Existence", "Releases", "Disclosures", "Employment", "Entire Agreements", "Fees", "Remedies", "Compliance With Laws", "Transactions With Affiliates", "No Waivers", "Disability", "General", "Brokers", "Terminations", "Defined Terms", "Approvals", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Neither the Company nor any of its Subsidiaries is, or since January\u00a01, 2017 has been, in violation of any applicable Law, except where such violation would not, individually or in the aggregate, reasonably be expected to have, or has not had, a Company Material Adverse Effect. To the Knowledge of the Company as of the date of this Agreement, neither the Company nor any of its Subsidiaries is being investigated with respect to any applicable Law, except for such of the foregoing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.", "references": ["Forfeitures", "Arbitration", "Authority", "Costs", "Books", "Applicable Laws", "Approvals", "Organizations", "Payments", "Releases", "Counterparts", "Intellectual Property", "Submission To Jurisdiction", "Duties", "Publicity", "Expenses", "Interests", "Disclosures", "Miscellaneous", "Binding Effects", "Warranties", "Solvency", "Effectiveness", "Sales", "Transactions With Affiliates", "Change In Control", "Capitalization", "No Conflicts", "Financial Statements", "Erisa", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "This Agreement may be executed in counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. The exchange of copies of this Agreement and of signature pages by facsimile transmission, portable document format (.pdf) or other electronic format shall be deemed to be their original signatures for all purposes. This Agreement shall not become effective until one or more counterparts have been executed by each Party and delivered to the other Parties.", "references": ["Further Assurances", "Titles", "Sales", "Indemnifications", "Effective Dates", "No Conflicts", "Capitalization", "Subsidiaries", "Defined Terms", "Enforcements", "Benefits", "Compliance With Laws", "Terminations", "Change In Control", "Expenses", "Assigns", "Financial Statements", "Publicity", "Death", "Interpretations", "Disability", "Vacations", "Anti-Corruption Laws", "Assignments", "Liens", "Warranties", "Venues", "Binding Effects", "Submission To Jurisdiction", "Agreements", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "All amendments to this Agreement shall be in writing; provided that this Agreement is subject to the power of the Committee and/or the Board to amend the Plan as provided therein, except that no such amendment to the Plan shall adversely affect your rights under this Agreement without your consent.", "references": ["Liens", "Powers", "Vacations", "Interests", "Specific Performance", "Anti-Corruption Laws", "Expenses", "Authority", "Publicity", "Costs", "Waiver Of Jury Trials", "Financial Statements", "Litigations", "Brokers", "Cooperation", "Subsidiaries", "Survival", "Participations", "Payments", "Warranties", "Arbitration", "Qualifications", "Severability", "Death", "Binding Effects", "Representations", "Vesting", "Sales", "Taxes", "Counterparts", "Amendments"], "gold": ["Amendments"]}
+{"input": "Debtor: (i)\u00a0is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; (ii)\u00a0has all requisite power and authority to own its assets and carry on its business as now being or as proposed to be conducted; and (iii)\u00a0is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect. Debtor has the power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is or may become a party.", "references": ["Benefits", "Consents", "Consent To Jurisdiction", "Modifications", "Litigations", "Insurances", "Assigns", "Books", "Further Assurances", "No Waivers", "Representations", "Subsidiaries", "Arbitration", "Successors", "Indemnity", "General", "Jurisdictions", "Capitalization", "No Conflicts", "Enforceability", "Integration", "Non-Disparagement", "Transactions With Affiliates", "Waivers", "Taxes", "Indemnifications", "Payments", "Venues", "Remedies", "Powers", "Existence"], "gold": ["Existence"]}
+{"input": "This Agreement and the other Bond Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties. Notwithstanding the foregoing, the Commitment Letter and the Fee Letters (and any separate letter agreements with respect to fees payable to the Administrative Agent or the Collateral Agent) shall, to the extent expressly provided therein, survive the execution and delivery of this Agreement and remain in full force and effect.", "references": ["Sanctions", "Existence", "Consent To Jurisdiction", "Assignments", "Taxes", "Forfeitures", "Defined Terms", "Arbitration", "Death", "Warranties", "General", "Specific Performance", "Fees", "Enforceability", "Waivers", "Terms", "Adjustments", "Brokers", "Disclosures", "Applicable Laws", "Sales", "Authority", "Agreements", "Books", "Titles", "Interests", "Effectiveness", "Interpretations", "Consents", "Payments", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Any dispute arising from, out of or in connection with this Agreement shall be settled through amicable negotiations between the Parties. Such negotiations shall begin immediately after one Party has delivered to the other Party a written request for such negotiation. If, within forty-five (45) days following the date of such notice, the dispute cannot be settled through negotiations, the dispute shall, upon the request of either Party with notice to the other Party, be submitted to arbitration in China under the auspices of China International Economic and Trade Arbitration Commission (the \u201c CIETAC \u201d). The Parties shall jointly appoint a qualified interpreter for the arbitration proceeding and shall be responsible for sharing in equal portions the expenses incurred by such appointment. The arbitration proceeding shall take place in Beijing, China. The outcome of the arbitration shall be final and binding and enforceable upon the Parties.", "references": ["Sanctions", "Assigns", "Organizations", "Non-Disparagement", "Positions", "General", "Books", "Existence", "Venues", "Vacations", "Authorizations", "Enforcements", "Definitions", "Powers", "Benefits", "Binding Effects", "Notices", "Disclosures", "Base Salary", "Financial Statements", "Withholdings", "Approvals", "Consent To Jurisdiction", "Taxes", "Use Of Proceeds", "Payments", "Survival", "No Conflicts", "Qualifications", "Confidentiality", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "The following provisions of this Agreement, as well as the provisions of this Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of this Agreement, shall continue as valid and enforceable obligations of the Parties notwithstanding any such termination, cancellation, completion or expiration.", "references": ["Headings", "Agreements", "Subsidiaries", "Powers", "Interests", "Assigns", "Integration", "Notices", "Transactions With Affiliates", "No Defaults", "Change In Control", "Enforceability", "Arbitration", "Remedies", "Litigations", "Consent To Jurisdiction", "Capitalization", "Financial Statements", "Indemnity", "Submission To Jurisdiction", "Authorizations", "Successors", "Fees", "Authority", "Death", "Cooperation", "Publicity", "Binding Effects", "Liens", "Governing Laws", "Survival"], "gold": ["Survival"]}
+{"input": "Nothing in this Agreement shall be deemed to: (a) create any employment agreement between Grantee and the Company or any of their respective Affiliates; (b) prevent Grantee, the Company or their Affiliates from terminating Grantee\u2019s employment or engagement at any time, for any reason (including without Cause) or for no reason; (c) give Grantee any right to be retained in employment by the Company for any period of time; or (d) give Grantee any right to any compensation, remuneration or benefits other than as expressly set forth herein. The Company makes no representation or warranty concerning the value of the Restricted Shares.", "references": ["Specific Performance", "Subsidiaries", "No Defaults", "Releases", "Waivers", "Adjustments", "Agreements", "Consents", "Effective Dates", "Non-Disparagement", "Forfeitures", "Definitions", "Miscellaneous", "Death", "Qualifications", "Applicable Laws", "Insurances", "Tax Withholdings", "Indemnifications", "Interpretations", "Jurisdictions", "Waiver Of Jury Trials", "Cooperation", "Venues", "Vesting", "Anti-Corruption Laws", "Governing Laws", "Existence", "Enforcements", "Financial Statements", "Employment"], "gold": ["Employment"]}
+{"input": "If the Participant\u2019s employment with the Company is terminated within a period of twenty-four (24) months following a Change in Control (i) by the Company other than for Cause or (ii) by the Participant for Good Reason (as such terms are defined herein below or in the Plan), the Restricted Stock Units shall become immediately and fully vested and thereafter be considered Vested Units.", "references": ["Capitalization", "Specific Performance", "Participations", "No Waivers", "Disability", "Duties", "Binding Effects", "Benefits", "Terms", "Withholdings", "Assignments", "Records", "Tax Withholdings", "Existence", "Solvency", "Indemnity", "Headings", "Warranties", "Indemnifications", "Sanctions", "Further Assurances", "Insurances", "Governing Laws", "Releases", "Vesting", "Defined Terms", "Waiver Of Jury Trials", "Sales", "Payments", "Erisa", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "Except in the proper performance of your duties or with the written consent of Transocean, you shall not during employment nor at any time thereafter disclose to any person or use for your own purpose or that of others and shall during employment use your best endeavors to prevent the publication or disclosure of any information of a private, confidential or secret nature concerning the business or affairs of Transocean or of any person having dealings with Transocean and which comes to your knowledge during the course of or in connection with your employment.", "references": ["Base Salary", "No Conflicts", "No Waivers", "Effectiveness", "Venues", "Duties", "Defined Terms", "Interpretations", "Miscellaneous", "Terminations", "Headings", "Indemnifications", "Jurisdictions", "Employment", "Closings", "Brokers", "Financial Statements", "No Defaults", "Vesting", "Governing Laws", "Transactions With Affiliates", "Notices", "Litigations", "Organizations", "Change In Control", "Anti-Corruption Laws", "Enforceability", "Definitions", "Death", "General", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Schedule 16 of the Master Agreement is hereby supplemented with Schedule 16.2 attached hereto.", "references": ["Intellectual Property", "Powers", "Miscellaneous", "Participations", "Death", "Terminations", "Consents", "Organizations", "Financial Statements", "Tax Withholdings", "Terms", "Records", "Survival", "General", "Waivers", "Headings", "Capitalization", "Amendments", "Titles", "Sales", "Interests", "Assigns", "Employment", "Applicable Laws", "Binding Effects", "Enforceability", "Confidentiality", "Effective Dates", "Entire Agreements", "Specific Performance", "Warranties"], "gold": ["Warranties"]}
+{"input": "For purposes of this Section\u00a03.01 , the term \u201capplicable Law\u201d includes FATCA.", "references": ["Fees", "Solvency", "Assignments", "Miscellaneous", "No Defaults", "Use Of Proceeds", "Death", "Interests", "Litigations", "Subsidiaries", "Participations", "Powers", "Tax Withholdings", "Consents", "Applicable Laws", "Effective Dates", "Disclosures", "Insurances", "Taxes", "Remedies", "Benefits", "Headings", "Financial Statements", "Vesting", "Further Assurances", "Qualifications", "Vacations", "Binding Effects", "Anti-Corruption Laws", "Enforceability", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.", "references": ["Defined Terms", "Existence", "Agreements", "Interests", "Participations", "Modifications", "Effectiveness", "Non-Disparagement", "Counterparts", "Jurisdictions", "Binding Effects", "Confidentiality", "Transactions With Affiliates", "Submission To Jurisdiction", "Representations", "Indemnifications", "Tax Withholdings", "No Conflicts", "Fees", "Interpretations", "Publicity", "Intellectual Property", "Notices", "Consents", "Base Salary", "Solvency", "Costs", "Warranties", "Withholdings", "Cooperation", "Definitions"], "gold": ["Definitions"]}
+{"input": "No amendment, modification, termination or waiver of any provision of this Exit Fee Agreement shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and each Lender (including any permitted assigns of such parties).", "references": ["Death", "Warranties", "Organizations", "Subsidiaries", "Governing Laws", "Intellectual Property", "Indemnifications", "Vacations", "Survival", "Powers", "Insurances", "Costs", "Cooperation", "Liens", "Terminations", "Representations", "Erisa", "Tax Withholdings", "Books", "Counterparts", "Effective Dates", "Solvency", "Employment", "Consent To Jurisdiction", "No Defaults", "Entire Agreements", "Arbitration", "Waivers", "Successors", "Remedies", "Amendments"], "gold": ["Amendments"]}
+{"input": "Unless other arrangements have been made with a particular Investor, upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investors, the Company shall deliver to Lowenstein Sandler LLP, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon payment in full of the Purchase Price to the Company by all the Investors. Unless other arrangements have been made with a particular Investor, upon such receipt by Lowenstein Sandler LLP of the certificates, each Investor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing the portion of the Purchase Price payable in respect of the Shares to be purchased by such Investor, as set forth on the signature pages to this Agreement. On the date (the \u201cClosing Date\u201d) that the Company receives the Purchase Price in full, the certificates evidencing the Shares shall be released to the Investors (the \u201cClosing\u201d). The Closing of the purchase and sale of the Shares shall take place at the offices of Lowenstein Sandler LLP, 1251 Avenue of the Americas, 18th Floor, New York, New York 10020, or at such other location and on such other date as the Company and the Investors shall mutually agree.", "references": ["Waivers", "Remedies", "Defined Terms", "Withholdings", "Successors", "Cooperation", "Participations", "Representations", "Agreements", "Qualifications", "Entire Agreements", "Releases", "Powers", "Base Salary", "Indemnity", "Financial Statements", "Death", "Existence", "Subsidiaries", "Litigations", "Forfeitures", "Modifications", "Severability", "Publicity", "Jurisdictions", "Terminations", "Authorizations", "Counterparts", "Submission To Jurisdiction", "Arbitration", "Closings"], "gold": ["Closings"]}
+{"input": "For a period commencing on the Effective Date and continuing indefinitely, Executive hereby covenants and agrees that he shall not, directly or indirectly, defame, disparage, create false impressions, or otherwise put in a false or bad light the Company, its products or services, its business, reputation, conduct, practices, past or present employees, financial condition or otherwise.", "references": ["Financial Statements", "Effective Dates", "Submission To Jurisdiction", "No Waivers", "Brokers", "General", "Integration", "Severability", "Indemnity", "Effectiveness", "Confidentiality", "Consent To Jurisdiction", "Approvals", "Records", "Venues", "Organizations", "Solvency", "Arbitration", "Compliance With Laws", "Representations", "Payments", "Counterparts", "Qualifications", "Definitions", "Notices", "Successors", "Governing Laws", "Use Of Proceeds", "Assigns", "Interests", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i)\u00a0are in the ordinary course of business and (ii)\u00a0are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm \u2019s-length basis from unrelated third parties, (b)\u00a0transactions between or among the Loan Parties not involving any other Affiliate, (c)\u00a0any investment permitted by Sections\u00a06.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e)\u00a0any Restricted Payment permitted by Section\u00a06.08, (f)\u00a0loans or advances to employees permitted under Section\u00a06.04(f), (g) the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, including equity compensation, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, and (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower\u2019s board of directors.", "references": ["Vesting", "Defined Terms", "Consent To Jurisdiction", "Construction", "Litigations", "Employment", "Cooperation", "Authority", "Organizations", "Headings", "Subsidiaries", "Applicable Laws", "Warranties", "Titles", "Non-Disparagement", "Agreements", "Waivers", "No Conflicts", "Brokers", "Modifications", "Successors", "Releases", "Governing Laws", "Qualifications", "Specific Performance", "Adjustments", "Waiver Of Jury Trials", "Costs", "Capitalization", "Effectiveness", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, provided that the enforceability of Section 11.10 shall be governed by the Federal Arbitration Act, 9 U.S.C. \u00a7 1 et seq., and not the laws of the State of Delaware.", "references": ["Successors", "Disclosures", "Warranties", "Construction", "Publicity", "Headings", "Liens", "Withholdings", "Anti-Corruption Laws", "Waivers", "Assigns", "Approvals", "Taxes", "Applicable Laws", "Integration", "Severability", "Interests", "Intellectual Property", "Consent To Jurisdiction", "Use Of Proceeds", "Amendments", "Vacations", "Erisa", "Powers", "Waiver Of Jury Trials", "Qualifications", "Adjustments", "Benefits", "Indemnifications", "Terms", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All payments of the Guaranteed Obligations will be made by each Guarantor free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i)\u00a0the sum payable shall be increased as necessary so that after making all required deductions (including deductions of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Agent, Lender, or LC Issuer (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii)\u00a0such Guarantor shall make such deductions, and (iii)\u00a0such Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.", "references": ["Adjustments", "Consent To Jurisdiction", "Submission To Jurisdiction", "Vacations", "Remedies", "Base Salary", "Interests", "Waiver Of Jury Trials", "Change In Control", "Sanctions", "Counterparts", "Effective Dates", "Non-Disparagement", "Specific Performance", "Litigations", "Financial Statements", "Transactions With Affiliates", "Organizations", "Defined Terms", "Duties", "Anti-Corruption Laws", "Further Assurances", "Arbitration", "Consents", "Books", "Death", "Assignments", "Qualifications", "Authority", "Subsidiaries", "Taxes"], "gold": ["Taxes"]}
+{"input": "The Borrower will not, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for (a) any such sale of any fixed or capital assets (other than any such transaction to which (b) or (c) below is applicable) that is made for cash consideration in an amount not less than the cost of such fixed or capital asset in an aggregate amount less than or equal to $10,000,000, so long as the Capital Lease Obligations associated therewith are permitted by Section 6.01(a)(viii), (b) in the case of property owned as of or after the Closing Date, any such sale of any fixed or capital assets that is made for cash consideration in an aggregate amount not less than the fair market value of such fixed or capital assets not to exceed $20,000,000 in the aggregate, in each case, so long as the Capital Lease Obligations (if any) associated therewith are permitted by Section 6.01(a)(viii) and (c) any Acquisition Lease Financing.", "references": ["Brokers", "Further Assurances", "Intellectual Property", "Consents", "Authorizations", "Duties", "Adjustments", "Venues", "Confidentiality", "Expenses", "Submission To Jurisdiction", "Survival", "Transactions With Affiliates", "No Waivers", "Definitions", "Amendments", "Use Of Proceeds", "Assigns", "Benefits", "Assignments", "Arbitration", "Waivers", "General", "Successors", "Employment", "Books", "Terminations", "Disability", "Defined Terms", "Terms", "Sales"], "gold": ["Sales"]}
+{"input": "A Guarantor shall automatically be released from its obligations hereunder (other than with respect to amounts then due and payable by such Guarantor) upon the consummation of any transaction permitted by the Master Lease, the result of which is that such Guarantor ceases to be a Subsidiary of the Tenant; provided that the Landlord shall have consented to such transaction to the extent such consent is required by the terms of the Master Lease; and provided further that a Change in Control (and any transaction related thereto) shall not be deemed to be permitted by the Master Lease without Landlord consent except to the extent any actual or deemed assignment under the Master Lease relating to such Change in Control is permitted under the Master Lease; and provided further that no release of such Guarantor shall be permitted or occur in a Foreclosure COC or a Foreclosure Assignment.", "references": ["General", "No Defaults", "Modifications", "Employment", "Assigns", "Effective Dates", "Entire Agreements", "Cooperation", "Participations", "Warranties", "Binding Effects", "Waivers", "Confidentiality", "Sanctions", "Benefits", "Approvals", "Arbitration", "Duties", "Terminations", "Representations", "Change In Control", "Intellectual Property", "Authority", "Anti-Corruption Laws", "Venues", "Taxes", "Financial Statements", "Indemnity", "Remedies", "Consent To Jurisdiction", "Releases"], "gold": ["Releases"]}
+{"input": "Any legal action or proceeding with respect to this Amendment or any other Loan Document shall, except as provided below, be brought in the courts of the State of New York in the County of New York or of the United States for the Southern District of New York and, by execution and delivery of this Amendment, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each party hereto agrees that a judgment, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding upon it, and may be enforced in any other jurisdiction, including by a suit upon such judgment, a certified copy of which shall be conclusive evidence of the judgment. Nothing in this Section \u00a07(d) shall limit the right of the Secured Parties to refer any claim against the Borrower or any other Loan Party to any court of competent jurisdiction outside of the State of New York, nor shall the taking of proceedings by any Secured Party before the courts in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.", "references": ["Amendments", "Notices", "No Defaults", "Sales", "No Conflicts", "Intellectual Property", "Agreements", "Use Of Proceeds", "Effective Dates", "Specific Performance", "Anti-Corruption Laws", "Releases", "Remedies", "Enforcements", "Vesting", "Litigations", "Expenses", "Further Assurances", "No Waivers", "Integration", "Arbitration", "Costs", "Capitalization", "Adjustments", "Insurances", "Solvency", "Cooperation", "Withholdings", "Severability", "Representations", "Jurisdictions"], "gold": ["Jurisdictions"]}
+{"input": "By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender\u2019s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.\u00a0\u00a0In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.04(e) , or of any reimbursement payment required to be refunded to the Borrower for any reason.\u00a0\u00a0Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.04(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.", "references": ["Subsidiaries", "Arbitration", "Waivers", "Miscellaneous", "Tax Withholdings", "Indemnity", "Closings", "Capitalization", "No Defaults", "Positions", "Employment", "Cooperation", "Successors", "Non-Disparagement", "No Conflicts", "Terms", "Binding Effects", "Records", "Insurances", "Confidentiality", "Indemnifications", "Adjustments", "Further Assurances", "Intellectual Property", "Disability", "Authorizations", "Venues", "No Waivers", "Base Salary", "Definitions", "Participations"], "gold": ["Participations"]}
+{"input": "The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law.\u00a0\u00a0Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.", "references": ["Assignments", "Base Salary", "Remedies", "Agreements", "Change In Control", "Organizations", "Authority", "Binding Effects", "Successors", "Consent To Jurisdiction", "Miscellaneous", "Disability", "Indemnifications", "Intellectual Property", "Counterparts", "Sanctions", "Powers", "Taxes", "Waivers", "Erisa", "Tax Withholdings", "Adjustments", "Insurances", "General", "Non-Disparagement", "Publicity", "Terms", "Headings", "Payments", "Titles", "Specific Performance"], "gold": ["Specific Performance"]}
+{"input": "Borrower shall notify each Lender by email with confirmation of reply email of its intention to prepay the Obligations in full, not later than 5:00 p.m., Dallas, Texas time, fourteen (14) days before the proposed date of prepayment.\u00a0 Each such notice shall be irrevocable and shall specify the prepayment date, the amount of Obligations outstanding and the applicable Make-Whole Premium.", "references": ["Remedies", "Consent To Jurisdiction", "Submission To Jurisdiction", "Enforcements", "Non-Disparagement", "General", "Tax Withholdings", "Interests", "Severability", "Books", "Closings", "Agreements", "Anti-Corruption Laws", "Specific Performance", "Existence", "Erisa", "Use Of Proceeds", "Indemnity", "Survival", "Disclosures", "Headings", "Titles", "Powers", "Employment", "No Defaults", "Consents", "Waiver Of Jury Trials", "Entire Agreements", "Participations", "Authorizations", "Notices"], "gold": ["Notices"]}
+{"input": "During the Restricted Period, each of Purchaser and Seller shall not, and shall cause each of its respective Subsidiaries not to, directly or indirectly, make any public or private statement or take any action or engage in any activity or course of conduct with the intent of causing, or through negligence likely to cause, damage to the business or reputation of Seller or Purchaser, as the case may be; provided , \u00a0 however , that this Section\u00a06.11 shall not apply to (a)\u00a0factual statements made in government proceedings or (b)\u00a0proceedings in which the Parties are adverse to each other.", "references": ["Existence", "Positions", "Survival", "Interpretations", "Modifications", "Severability", "Governing Laws", "Participations", "Withholdings", "Titles", "Liens", "Headings", "Jurisdictions", "Closings", "Consents", "Sanctions", "Payments", "Vesting", "Adjustments", "Death", "Defined Terms", "Authorizations", "Tax Withholdings", "Venues", "Employment", "No Waivers", "Publicity", "Assignments", "Miscellaneous", "Applicable Laws", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., \u201cpdf\u201d or \u201ctif\u201d format) shall be effective as delivery of a manually executed counterpart of this Agreement.", "references": ["No Defaults", "Assignments", "Authorizations", "Forfeitures", "Indemnity", "Transactions With Affiliates", "Records", "Death", "Benefits", "Applicable Laws", "Disability", "Organizations", "Liens", "Consents", "Employment", "Entire Agreements", "Litigations", "Fees", "Erisa", "Effectiveness", "Governing Laws", "Defined Terms", "Binding Effects", "Expenses", "Titles", "Further Assurances", "Base Salary", "Non-Disparagement", "Intellectual Property", "Headings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "references": ["Enforceability", "Survival", "Enforcements", "Litigations", "Qualifications", "Benefits", "Warranties", "Payments", "No Conflicts", "Solvency", "Organizations", "No Defaults", "Expenses", "Venues", "Definitions", "Capitalization", "Compliance With Laws", "Liens", "Employment", "Adjustments", "Indemnifications", "Waivers", "Transactions With Affiliates", "Base Salary", "Participations", "Terminations", "Indemnity", "Applicable Laws", "Confidentiality", "Anti-Corruption Laws", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "(i) In addition to all other amounts payable to an Issuing Bank, the Borrower and the applicable Qualified Borrower each, jointly and severally, hereby agrees to defend, indemnify, and save the Administrative Agent, each Issuing Bank, and each other Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys\u2019 fees and expenses but excluding taxes) which the Administrative Agent, the Issuing Banks, or such other Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.", "references": ["Releases", "Venues", "Definitions", "Enforceability", "Disability", "Existence", "Vacations", "Warranties", "Withholdings", "Taxes", "Effective Dates", "Amendments", "Transactions With Affiliates", "Liens", "Capitalization", "Non-Disparagement", "Participations", "Erisa", "Specific Performance", "Notices", "Binding Effects", "Miscellaneous", "Insurances", "Confidentiality", "Tax Withholdings", "No Defaults", "Integration", "Sanctions", "Jurisdictions", "Compliance With Laws", "Indemnifications"], "gold": ["Indemnifications"]}
+{"input": "The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC, obtaining the Company Stockholder Approval, the consents required pursuant to Section Error! Reference source not found. of the Disclosure Schedule (all of which shall be obtained by the Company at or prior to Closing), the filings required pursuant to Section 4.8 , and any other filings, notices or applications as may be required by any state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under, or contemplated by, the Transaction Documents, in each case, in accordance with the terms hereof or thereof. Assuming the Company Stockholder Approval is obtained, there is no requirement for the Company to obtain approval of the Principal Market for listing or trading of the \" Registrable Securities \" (as defined in the Registration Rights Agreement) which constitute Common Stock.", "references": ["Severability", "Positions", "Closings", "Tax Withholdings", "Withholdings", "Change In Control", "Jurisdictions", "Death", "Binding Effects", "Notices", "Miscellaneous", "Successors", "Consent To Jurisdiction", "Amendments", "Definitions", "Employment", "General", "Solvency", "Headings", "Records", "Authority", "Use Of Proceeds", "No Defaults", "Interpretations", "Interests", "Further Assurances", "Participations", "Survival", "Qualifications", "Titles", "Consents"], "gold": ["Consents"]}
+{"input": "The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state, local or foreign withholding, FICA contributions, or other taxes, charges or deductions which it is from time to time required to withhold. The Company shall be entitled to rely on advice of counsel if any question as to the amount or requirement of any such withholding shall arise.", "references": ["Disability", "Applicable Laws", "Existence", "Binding Effects", "Confidentiality", "Construction", "Employment", "Authorizations", "Capitalization", "Integration", "Fees", "Subsidiaries", "Books", "Authority", "Waivers", "Successors", "Amendments", "Definitions", "Base Salary", "Publicity", "Enforceability", "Disclosures", "Modifications", "Submission To Jurisdiction", "Brokers", "Indemnifications", "Agreements", "Sales", "Duties", "Approvals", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "Generally .\u00a0\u00a0All files, records, documents, manuals, books, forms, reports, memoranda, studies, data, calculations recordings or correspondence, in whatever form they may exist, and all copies, abstracts and summaries of the foregoing, and all physical items related to the business of the Bank, its affiliates, and their respective directors and officers, whether of a public nature or not and whether prepared by Executive or not, are, and at employment termination, shall remain the exclusive property of the Bank, and without the Bank's advance written consent, shall not be removed from Bank premises except as required in the course of providing services under this Agreement, and at termination shall be promptly returned by the Executive to the Bank.", "references": ["Consents", "Adjustments", "Indemnifications", "Terms", "Benefits", "Existence", "Warranties", "Solvency", "Organizations", "No Conflicts", "Interests", "Applicable Laws", "Records", "Sales", "Definitions", "Erisa", "Financial Statements", "Miscellaneous", "Modifications", "General", "Representations", "Waiver Of Jury Trials", "Assignments", "Vesting", "Assigns", "Disclosures", "Authorizations", "Withholdings", "Releases", "Further Assurances", "Terminations"], "gold": ["Terminations"]}
+{"input": "For purposes of this Section 4.06 , the term \u201cLender\u201d includes Issuing Bank and Swing Line Lender and the term \u201capplicable law\u201d includes FATCA.", "references": ["Indemnity", "Interpretations", "Headings", "Integration", "Compliance With Laws", "Amendments", "Duties", "Entire Agreements", "Sales", "Base Salary", "Further Assurances", "Participations", "Employment", "Records", "Non-Disparagement", "Survival", "Terminations", "Publicity", "Submission To Jurisdiction", "No Waivers", "Severability", "Liens", "Authority", "Financial Statements", "Arbitration", "Transactions With Affiliates", "Governing Laws", "Indemnifications", "Jurisdictions", "Closings", "Defined Terms"], "gold": ["Defined Terms"]}
+{"input": "This Bill of Sale binds and inures to the benefit of Seller and Buyer and each of their respective heirs, executors, personal representatives, successors, and assigns.", "references": ["Transactions With Affiliates", "Confidentiality", "Definitions", "Consents", "No Waivers", "Costs", "Brokers", "Powers", "Non-Disparagement", "Benefits", "Erisa", "Tax Withholdings", "Arbitration", "Titles", "Waivers", "Authority", "Duties", "Entire Agreements", "Base Salary", "Disability", "Positions", "Representations", "Vacations", "Disclosures", "Solvency", "Qualifications", "Assignments", "Financial Statements", "Approvals", "Venues", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED EXCLUSIVELY IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS.", "references": ["Insurances", "Authority", "Death", "Headings", "Indemnity", "Payments", "Enforceability", "Survival", "No Conflicts", "Construction", "Existence", "Subsidiaries", "Benefits", "Employment", "Specific Performance", "Disclosures", "Submission To Jurisdiction", "No Waivers", "Defined Terms", "Solvency", "Notices", "Arbitration", "Change In Control", "Effective Dates", "Duties", "Disability", "Indemnifications", "Binding Effects", "Forfeitures", "No Defaults", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This rights and obligations under this Agreement and the attached Release shall be binding upon and inure to the benefit of Employee\u2019s heirs and legal representatives. This Agreement may be transferred, assigned or delegated, in whole or in part, by the Company to its successors and assigns, and the rights and obligations of this Agreement shall be binding upon and inure to the benefit of any successors or assigns of the Company, and Employee will remain bound to fulfill Employee\u2019s obligations hereunder. Employee may not, however, transfer or assign his rights or obligations under this Agreement.", "references": ["Severability", "Existence", "Representations", "Financial Statements", "Base Salary", "Authority", "Remedies", "Amendments", "General", "Titles", "Duties", "Sales", "No Conflicts", "Powers", "Successors", "Anti-Corruption Laws", "Disability", "Waiver Of Jury Trials", "Authorizations", "Payments", "Change In Control", "Effective Dates", "No Waivers", "Confidentiality", "Liens", "Integration", "Defined Terms", "Indemnifications", "Books", "Enforcements", "Assignments"], "gold": ["Assignments"]}
+{"input": "All notices, requests, demands or other communications provided for hereunder shall be in writing. Notices may be given by personal delivery, by overnight courier, by facsimile transmission, or by certified or registered United Sates mail, return receipt requested. Except as otherwise expressly provided herein, notice shall be deemed to have been given (a)\u00a0if by personal delivery, on the date of delivery; (b)\u00a0if by overnight courier, on the earlier of the date delivery is first attempted or the next Business Day after the same has been delivered to a reputable commercial overnight courier; (c)\u00a0if by facsimile transmission, on the date of such transmission if sent by 3:00 p.m. (Houston time) on a Business Day, or if sent thereafter, on the next Business Day; provided , however , that (i)\u00a0evidence of a successful transmission shall be retained by the Party sending the same and (ii)\u00a0a copy of such notice shall also be sent on the same day as the facsimile transmission using another means for giving notice permitted herein; and (d)\u00a0if by certified or registered United States Mail, on the earlier of the date delivery is first attempted or two (2)\u00a0Business Days after delivery to the United States Post Office, postage prepaid, return receipt requested. Notices shall be sent to the intended recipient at the addresses set forth below its signature on the signature page, or to the most recent addresses which the intended recipient has provided to the other parties for purposes of, and in accordance with, this Section \u00a010.8 .", "references": ["Miscellaneous", "Releases", "Financial Statements", "Consents", "Successors", "Use Of Proceeds", "Disclosures", "No Waivers", "Closings", "Expenses", "Taxes", "Books", "Forfeitures", "Participations", "Approvals", "Costs", "Sales", "Compliance With Laws", "Titles", "Insurances", "Sanctions", "Change In Control", "Further Assurances", "Positions", "Litigations", "Applicable Laws", "Death", "Vacations", "Records", "Transactions With Affiliates", "Notices"], "gold": ["Notices"]}
+{"input": "Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New\u00a0York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New\u00a0York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement, and each such party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such State court or, to the fullest extent permitted by applicable law, in such Federal court. Guarantor, and by its acceptance hereof, Buyer, each hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or the other Repurchase Documents shall affect any right that Buyer may otherwise have to bring any action or proceeding for prejudgment remedies as for recognition or enforcement of any judgments arising out of or relating to this Guarantee Agreement against Guarantor or its properties in the courts of any jurisdiction where either Guarantor or such properties are located. Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guarantee Agreement in any court referred to above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably consents to service of process in the manner provided for notices in Section \u00a015 . Nothing in this Guarantee Agreement will affect the right of Buyer to serve process in any other manner permitted by applicable law.", "references": ["Use Of Proceeds", "Base Salary", "Subsidiaries", "Authorizations", "Benefits", "Brokers", "Binding Effects", "Assigns", "Withholdings", "Liens", "Severability", "Counterparts", "Records", "Waivers", "Interpretations", "Adjustments", "Jurisdictions", "Representations", "Forfeitures", "Employment", "Entire Agreements", "Successors", "Closings", "Expenses", "Enforcements", "Titles", "Powers", "Enforceability", "Consent To Jurisdiction", "Cooperation", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "Notwithstanding any discretion contained in the Plan or this Agreement, the LTI Award granted to Grantees in Canada shall be paid in Shares only and does not provide any right for the Grantee to receive a cash payment.", "references": ["Warranties", "Miscellaneous", "Successors", "Adjustments", "General", "Entire Agreements", "No Waivers", "Interests", "Headings", "Representations", "Releases", "Remedies", "Notices", "Benefits", "Litigations", "Sales", "Enforcements", "Enforceability", "Liens", "Waiver Of Jury Trials", "No Conflicts", "Titles", "Effectiveness", "Indemnifications", "Anti-Corruption Laws", "Binding Effects", "Solvency", "Approvals", "Indemnity", "Positions", "Payments"], "gold": ["Payments"]}
+{"input": "All amounts that are not paid by Baxalta when due will accrue interest from the date due until paid at a rate equal to one and one half percent (1.5%) per year (or the maximum allowed by law, if less).", "references": ["Death", "Brokers", "Expenses", "Definitions", "Authorizations", "Jurisdictions", "Compliance With Laws", "Authority", "Headings", "Cooperation", "Specific Performance", "Publicity", "Construction", "Releases", "Waiver Of Jury Trials", "Litigations", "Confidentiality", "Existence", "Subsidiaries", "Interpretations", "Integration", "Indemnity", "Withholdings", "Sanctions", "Consent To Jurisdiction", "No Defaults", "Arbitration", "Change In Control", "Counterparts", "Waivers", "Interests"], "gold": ["Interests"]}
+{"input": "This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each party and delivered to the other party.", "references": ["Closings", "Authority", "General", "Litigations", "Construction", "Releases", "Death", "Change In Control", "Waiver Of Jury Trials", "Participations", "Base Salary", "Miscellaneous", "Adjustments", "Terminations", "Submission To Jurisdiction", "Cooperation", "Arbitration", "Amendments", "Non-Disparagement", "Positions", "Defined Terms", "Integration", "Venues", "Organizations", "Successors", "Subsidiaries", "Anti-Corruption Laws", "Representations", "Compliance With Laws", "Interpretations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person\u2019s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except in each case referred to in clause (b) or (c) hereof, to the extent the same could not reasonably be expected to have a Material Adverse Effect.", "references": ["Submission To Jurisdiction", "Powers", "Severability", "Existence", "Headings", "Solvency", "Enforceability", "Releases", "Arbitration", "Qualifications", "Erisa", "Assignments", "Use Of Proceeds", "Liens", "Binding Effects", "Forfeitures", "Amendments", "Taxes", "Effectiveness", "Anti-Corruption Laws", "Terminations", "Cooperation", "Defined Terms", "Agreements", "Disability", "Records", "Authority", "Terms", "Litigations", "Intellectual Property", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "Subject to the notice provision in Section 10.2 hereof, all reasonable legal fees and other expenses paid or incurred by Participant pursuant to any dispute or question of interpretation relating to this Plan shall be paid or reimbursed by the Bank, if Participant is successful pursuant to a legal judgment, arbitration or settlement.", "references": ["Closings", "Brokers", "Indemnity", "Non-Disparagement", "Benefits", "Anti-Corruption Laws", "Withholdings", "Authority", "Indemnifications", "Fees", "Counterparts", "Consents", "Erisa", "Further Assurances", "Construction", "Base Salary", "Interpretations", "Sanctions", "Books", "Intellectual Property", "Qualifications", "Vacations", "Defined Terms", "Enforceability", "Assignments", "Approvals", "Jurisdictions", "Terminations", "Organizations", "Forfeitures", "Expenses"], "gold": ["Expenses"]}
+{"input": "No delay or failure on the part of any Party hereto in exercising any right, power or privilege under this Agreement or under any other documents furnished in connection with or pursuant to this Agreement shall impair any such right, power or privilege to be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against any Party hereto unless made in writing and signed by the Party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.", "references": ["Agreements", "Further Assurances", "Sales", "Specific Performance", "Titles", "Duties", "Tax Withholdings", "Waiver Of Jury Trials", "Vesting", "Powers", "Publicity", "Successors", "Employment", "Warranties", "Capitalization", "Definitions", "Remedies", "Intellectual Property", "Authorizations", "Submission To Jurisdiction", "Existence", "Organizations", "Notices", "Interpretations", "Modifications", "Insurances", "Brokers", "Terminations", "Survival", "Solvency", "Waivers"], "gold": ["Waivers"]}
+{"input": "Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on Corporation hereby in order to induce Director to continue as a director of Corporation, and acknowledges that Director is relying upon this Agreement in continuing in such capacity.", "references": ["Effectiveness", "Representations", "Death", "Financial Statements", "Counterparts", "Enforceability", "Severability", "Titles", "Consents", "Adjustments", "Books", "Authorizations", "Tax Withholdings", "No Waivers", "Disability", "Warranties", "Existence", "Anti-Corruption Laws", "Defined Terms", "Vesting", "Transactions With Affiliates", "Approvals", "Notices", "Erisa", "Publicity", "Participations", "Brokers", "Sales", "Qualifications", "Applicable Laws", "Enforcements"], "gold": ["Enforcements"]}
+{"input": "This Amendment may be executed in any number of counterparts and, when so executed, all of such counterparts together shall constitute a single instrument binding upon all of the Parties hereto notwithstanding the fact that all parties are not signatory to the original or the same counterpart. Electronic signatures are acceptable as original signatures.", "references": ["Authorizations", "Adjustments", "Payments", "Indemnity", "Financial Statements", "Submission To Jurisdiction", "Titles", "Positions", "Assigns", "Vesting", "Transactions With Affiliates", "Construction", "Brokers", "Expenses", "Books", "No Waivers", "Entire Agreements", "Cooperation", "Remedies", "Liens", "Confidentiality", "Specific Performance", "Fees", "No Conflicts", "Interpretations", "Warranties", "Governing Laws", "Participations", "Withholdings", "Erisa", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "This Agreement may be terminated by any Purchaser, as to such Purchaser\u2019s 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 January 8, 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).", "references": ["Anti-Corruption Laws", "Survival", "Forfeitures", "Effectiveness", "Specific Performance", "Entire Agreements", "Participations", "Governing Laws", "Positions", "Approvals", "Disclosures", "No Waivers", "No Defaults", "Payments", "Benefits", "Vacations", "Change In Control", "Defined Terms", "No Conflicts", "Books", "Duties", "Intellectual Property", "Interests", "Waivers", "Non-Disparagement", "Assignments", "Waiver Of Jury Trials", "Organizations", "Powers", "Confidentiality", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their directors, officers, employees and agents with applicable Anti-Corruption Laws and Sanctions, and the Borrower and each of its Subsidiaries and their respective directors (acting within the scope of their relationship with the Borrower or the applicable Subsidiary) and officers and, to the knowledge of the Borrower, employees and the Borrower\u2019s agents (acting within the scope of their relationship with the Borrower), are in compliance with all applicable Anti-Corruption Laws and Sanctions in all material respects. None of (i) the Borrower, any of its Subsidiaries and their respective directors and officers or (ii) to the knowledge of the Borrower, agent or employee of the Borrower or any Subsidiary that will act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person. The Borrower will not directly or indirectly use the proceeds of the Loans (A) to fund any operations in or with, finance any investments or activities in or with, or make any payments to, a Sanctioned Person, except to the extent permissible for a Person required to comply with Sanctions or (B) in any other manner that would result in a violation by any Person of any Sanctions or Anti-Corruption Laws.", "references": ["Tax Withholdings", "Non-Disparagement", "Change In Control", "Expenses", "Integration", "Assignments", "Employment", "Authority", "Confidentiality", "Vesting", "Construction", "Sales", "Terminations", "Liens", "Vacations", "Adjustments", "Fees", "Records", "Benefits", "Governing Laws", "Representations", "Brokers", "Approvals", "Defined Terms", "Submission To Jurisdiction", "Use Of Proceeds", "Indemnifications", "Qualifications", "Positions", "Definitions", "Anti-Corruption Laws"], "gold": ["Anti-Corruption Laws"]}
+{"input": "Company shall have paid to each Agent, the fees and expenses then due and payable pursuant to Section\u00a02.10 and Section\u00a010.2 .", "references": ["Erisa", "Waivers", "Amendments", "Disability", "Severability", "Counterparts", "Remedies", "Adjustments", "Transactions With Affiliates", "Applicable Laws", "Authorizations", "Base Salary", "Miscellaneous", "Publicity", "Effective Dates", "Capitalization", "Subsidiaries", "Effectiveness", "Titles", "Expenses", "Withholdings", "Terms", "Further Assurances", "Releases", "Brokers", "Books", "Terminations", "Death", "Sanctions", "Intellectual Property", "Fees"], "gold": ["Fees"]}
+{"input": "For purposes of this Mortgage and in order to comply with Title 46, Section 31321(b)(3), of the United States Code, the amount of the direct or contingent obligations that are or may be secured by this Mortgage (excluding interest, expenses and fees) is $100,000,000.00, together with interest, expenses, fees, indemnities and costs of performance of the covenants of the Mortgage, the Guaranty, the Indenture and the Notes Purchase Agreement.", "references": ["Base Salary", "Litigations", "Notices", "No Defaults", "Subsidiaries", "Arbitration", "Titles", "Terminations", "Liens", "Headings", "Defined Terms", "Consent To Jurisdiction", "Waivers", "Positions", "Use Of Proceeds", "Closings", "Counterparts", "Compliance With Laws", "Sanctions", "Venues", "Effective Dates", "Releases", "Jurisdictions", "Capitalization", "Survival", "No Conflicts", "Brokers", "Enforceability", "Solvency", "Enforcements", "General"], "gold": ["General"]}
+{"input": "Unless specifically provided herein, this Agreement contains all of the understandings and representations between Employer and Employee relating to the subject matter hereofand supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, regarding such subject matter.", "references": ["Withholdings", "Disability", "Existence", "Notices", "Waiver Of Jury Trials", "Confidentiality", "Specific Performance", "Sanctions", "Venues", "Positions", "Successors", "Enforceability", "Erisa", "Titles", "Brokers", "Books", "No Defaults", "Powers", "Capitalization", "Duties", "Assignments", "Consents", "Employment", "Effective Dates", "Interpretations", "Organizations", "Integration", "Transactions With Affiliates", "Terms", "Participations", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Purchaser shall have received all such other and further documents, documentation and legal opinions as Purchaser shall have reasonably required.", "references": ["Duties", "Amendments", "Effective Dates", "Confidentiality", "Brokers", "Existence", "Tax Withholdings", "Organizations", "Consents", "Vesting", "Death", "Definitions", "Specific Performance", "Interests", "Closings", "Governing Laws", "Agreements", "Litigations", "Integration", "Indemnifications", "Jurisdictions", "Disability", "Sanctions", "Non-Disparagement", "Participations", "Use Of Proceeds", "Venues", "Enforcements", "Entire Agreements", "Publicity", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets, or agree to do any of the foregoing, unless (i) no Event of Termination, Unmatured Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing or would result immediately after giving effect thereto, (ii) if such Originator is not the surviving entity or if such Originator sells, leases or transfers all or substantially all of its property and assets, the surviving entity or the Person purchasing or being leased the assets is a Subsidiary of Sprint Corporation and agrees to be bound by the terms and provisions applicable to such Originator hereunder, (iii) no Change of Control shall result, (iv) Sprint Corporation reaffirms in a writing, in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and the Required Purchasers, that its obligations under the Performance Support Agreement shall apply to the surviving entity, (v) the Servicer delivers to the Collateral Agent and the Administrative Agent notice thereof and an updated Annex 1 and an updated Annex 3 to this Agreement, in each case, on or prior to the date of such consolidation, merger, sale lease or transfer (and Annex 1 and Annex 3 , as applicable, shall be deemed to be updated automatically upon the delivery of such annexes) and (vi) the Collateral Agent, the Administrative Agent and each Purchaser Agent receive such additional certifications and opinions of counsel as the Collateral Agent, the Administrative Agent or the Required Purchasers shall reasonably request (including any updated Internal Revenue Service Form W-9 (or any successor form).", "references": ["Remedies", "Financial Statements", "Existence", "Adjustments", "Notices", "Benefits", "Survival", "Integration", "Payments", "Brokers", "Consent To Jurisdiction", "Powers", "Agreements", "Vacations", "Litigations", "Indemnifications", "Non-Disparagement", "Use Of Proceeds", "Defined Terms", "Severability", "Entire Agreements", "Terms", "Effectiveness", "Closings", "Costs", "Capitalization", "Specific Performance", "Effective Dates", "Binding Effects", "Waivers", "Sales"], "gold": ["Sales"]}
+{"input": "The Borrower and each Restricted Subsidiary will maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. Each such policy of liability or casualty insurance maintained by or on behalf of Loan Parties will (in the case of policies in effect on the Restatement Effective Date, within 30 days after the Restatement Effective Date (or such later date as may be agreed to by the Administrative Agent, in its discretion) (a)\u00a0in the case of each liability insurance policy (other than workers\u2019 compensation, director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder, (b)\u00a0in the case of each casualty insurance policy, contain a lender\u2019s loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as the lender\u2019s loss payee thereunder and (c)\u00a0to the extent available from the applicable insurance provider, provide for at least 30\u00a0days\u2019 (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy. With respect to each Mortgaged Property that is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, the applicable Loan Party has obtained, and will maintain, such flood insurance as is required under applicable law, including Regulation H of the Board of Governors and the Biggert Waters Flood Insurance Reform Act of 2012. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.", "references": ["Transactions With Affiliates", "Benefits", "Terms", "Existence", "Defined Terms", "Terminations", "Applicable Laws", "Consent To Jurisdiction", "Sanctions", "Fees", "Powers", "Positions", "Counterparts", "Qualifications", "Severability", "Confidentiality", "Vacations", "Cooperation", "Consents", "Venues", "Authority", "Subsidiaries", "Taxes", "Disclosures", "Arbitration", "No Conflicts", "Indemnifications", "Construction", "Titles", "Releases", "Insurances"], "gold": ["Insurances"]}
+{"input": "On the applicable Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the principal amount of the Debentures that have been subscribed for as of that date. Each Purchaser shall deliver to the Escrow Agent or the Company, at the direction of the Placement Agent, via wire transfer or a certified check, immediately available funds (and/or tender of 10% OID Convertible Debentures due October 31, 2019, and accrued and unpaid interest due thereon) equal to such Purchaser\u2019s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at each Closing, as applicable. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, each Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Purchasers acknowledge and agree that, at the election of the Company and the Placement Agent, the transactions contemplated here may consist of one or more Closings.", "references": ["Waivers", "Survival", "Interpretations", "Counterparts", "Amendments", "Assigns", "Benefits", "Organizations", "Confidentiality", "Records", "Employment", "Financial Statements", "Entire Agreements", "Successors", "Severability", "Enforceability", "Compliance With Laws", "Terms", "Venues", "Interests", "Erisa", "Costs", "Binding Effects", "Warranties", "Miscellaneous", "Litigations", "Solvency", "Positions", "Indemnity", "Sanctions", "Closings"], "gold": ["Closings"]}
+{"input": "Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered; (ii) reimbursement for expenses incurred on behalf of the Company; and (iii) other employee benefits, including, without limitation, award agreements under any incentive compensation plan of the Company.", "references": ["Interests", "Agreements", "Solvency", "Consent To Jurisdiction", "Intellectual Property", "Enforcements", "Taxes", "Severability", "Compliance With Laws", "Modifications", "Vacations", "Sanctions", "Enforceability", "Releases", "No Waivers", "Counterparts", "Vesting", "Survival", "Litigations", "Duties", "Successors", "Financial Statements", "Specific Performance", "Waivers", "Non-Disparagement", "Miscellaneous", "Defined Terms", "Tax Withholdings", "Powers", "Use Of Proceeds", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,\u00a0IN SUCH STATE.", "references": ["Transactions With Affiliates", "Releases", "General", "Disclosures", "Financial Statements", "Duties", "Brokers", "Construction", "Remedies", "Consents", "Payments", "Organizations", "Liens", "Approvals", "Insurances", "Enforceability", "Representations", "Vesting", "Amendments", "Arbitration", "Definitions", "Authorizations", "Base Salary", "Positions", "Death", "Closings", "Waiver Of Jury Trials", "No Conflicts", "Submission To Jurisdiction", "Effective Dates", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower will not, and will not permit any Subsidiary to, directly or, to the knowledge of any Responsible Officer, indirectly, use the proceeds of any Borrowing or Letter of Credit in any manner that will result in a violation by the Borrower, any Subsidiary, any Arranger, the Administrative Agent, any Lender or any Issuing Bank of any Sanctions.\u00a0 The Borrower will not use directly or, to the knowledge of any Responsible Officer, indirectly, the proceeds of any Borrowing in any manner that will result in a violation of Anti-Corruption Laws.", "references": ["Change In Control", "Erisa", "Disability", "Headings", "Powers", "Notices", "Venues", "Records", "Disclosures", "Binding Effects", "Authorizations", "Withholdings", "Financial Statements", "No Defaults", "Qualifications", "Titles", "Governing Laws", "Non-Disparagement", "Jurisdictions", "Construction", "Death", "Interests", "Anti-Corruption Laws", "Releases", "Vesting", "Capitalization", "Publicity", "Litigations", "Cooperation", "Duties", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "The Company has good and marketable title to all personal property owned by them that is material to the business of the Company free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company, to the Company\u2019s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.", "references": ["Publicity", "Defined Terms", "Vesting", "Binding Effects", "Enforcements", "Existence", "Books", "Cooperation", "No Conflicts", "Consent To Jurisdiction", "Venues", "Indemnifications", "Withholdings", "Indemnity", "Applicable Laws", "Severability", "Notices", "Positions", "Survival", "Financial Statements", "Expenses", "Specific Performance", "Modifications", "No Waivers", "Representations", "Disability", "Waivers", "Integration", "Assignments", "Adjustments", "Titles"], "gold": ["Titles"]}
+{"input": "You hereby represent and warrant to the Company that, (i)\u00a0upon the execution and delivery of this agreement by the Company, this agreement shall be the valid and binding obligation of yours, enforceable in accordance with its terms except as previously disclosed in writing to the\u00a0Company and (ii)\u00a0your execution, delivery and performance of this agreement do not and shall not conflict with breach, violate or cause a default under (i)\u00a0any contract, agreement, instrument, order, judgment or decree to which you are a party or by which you are bound. You hereby acknowledge and represent that you have had the opportunity to consult with independent legal counsel regarding your rights and obligations hereunder and that you fully understand the terms and conditions contained herein.", "references": ["Notices", "Qualifications", "Solvency", "Capitalization", "Publicity", "Venues", "Counterparts", "Vesting", "No Conflicts", "Organizations", "Brokers", "Modifications", "Agreements", "Further Assurances", "Integration", "Severability", "Employment", "Amendments", "Disability", "Participations", "Anti-Corruption Laws", "Assignments", "Erisa", "Submission To Jurisdiction", "Warranties", "Titles", "No Waivers", "Forfeitures", "Indemnity", "Financial Statements", "Representations"], "gold": ["Representations"]}
+{"input": "Proceeds of Collateral include insurance proceeds and, therefore, the Lien Priority shall govern the ultimate disposition of casualty insurance proceeds. The ABL Collateral Representative shall be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to ABL Priority Collateral and the Term Loan Collateral Representative shall be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to Term Loan Priority Collateral. The ABL Collateral Representative shall have the sole and exclusive right, as against the Term Loan Collateral Representative, the ABL Agent (other than in its capacity as ABL Collateral Representative, if applicable) and any Additional ABL Agent (other than in its capacity as ABL Collateral Representative, if applicable), to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of ABL Priority Collateral. The Term Loan Collateral Representative shall have the sole and exclusive right, as against the ABL Collateral Representative, the Term Loan Agent (other than in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Term Agent (other than in its capacity as Term Loan Collateral Representative, if applicable), to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of Term Loan Priority Collateral. All proceeds of such insurance shall be remitted to the ABL Collateral Representative (until the Discharge of ABL Collateral Obligations has occurred) or to the Term Loan Collateral Representative (until the Discharge of Term Loan Collateral Obligations has occurred), as the case may be, and each of the Term Loan Collateral Representative and the ABL Collateral Representative shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 hereof. If the ABL Collateral Representative or the Term Loan Collateral Representative, as the case may be, shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the ABL Collateral Representative or to the Term Loan Collateral Representative, as the case may be, in accordance with the terms of Section 4.1 .", "references": ["Disclosures", "Costs", "Waiver Of Jury Trials", "Waivers", "Assignments", "Liens", "Assigns", "Tax Withholdings", "General", "Arbitration", "Titles", "Representations", "Anti-Corruption Laws", "Vacations", "Compliance With Laws", "Indemnifications", "Closings", "Financial Statements", "Use Of Proceeds", "Positions", "Counterparts", "Authority", "Authorizations", "Definitions", "Submission To Jurisdiction", "Transactions With Affiliates", "Vesting", "Non-Disparagement", "Employment", "Brokers", "Insurances"], "gold": ["Insurances"]}
+{"input": "Notices hereunder shall be in writing and, if to the Company, shall be addressed to the Secretary of the Company at 7950 Jones Branch Drive, McLean, Virginia 22107, and, if to the Employee, shall be addressed to the Employee at his or her address as it appears on the Company\u2019s records.", "references": ["Enforceability", "Organizations", "Terms", "Enforcements", "Sanctions", "Governing Laws", "Integration", "Positions", "No Waivers", "Closings", "Books", "Indemnifications", "Change In Control", "Further Assurances", "Transactions With Affiliates", "Survival", "Non-Disparagement", "Duties", "Publicity", "Anti-Corruption Laws", "Titles", "Assignments", "Defined Terms", "Capitalization", "Consent To Jurisdiction", "Successors", "Erisa", "Adjustments", "Warranties", "Tax Withholdings", "Notices"], "gold": ["Notices"]}
+{"input": "All federal, state, local, and foreign tax returns required to be filed by Seller have been filed on a timely basis, all of which returns are correct and complete, and all taxes due and payable on or before the Effective Date (including but not limited to any general-excise taxes and surcharges) by Seller have been paid. There are no threatened claims or claims pending against Seller for past-due taxes, and there are not now any matters under discussion with federal, state, local, or foreign authorities relating to any additional taxes or assessments against Seller. All taxes and other assessments and levies which Seller is or has been required by law to withhold or to collect have been duly withheld and collected, and have been timely paid to the proper governmental authorities. All contributions and payments for workers\u2019 compensation, unemployment compensation, and the like which Seller has been required by law to make or pay have been duly made or paid.", "references": ["Defined Terms", "Base Salary", "Solvency", "Releases", "Duties", "Effective Dates", "Death", "Waiver Of Jury Trials", "Confidentiality", "Use Of Proceeds", "Adjustments", "Tax Withholdings", "Definitions", "Warranties", "Counterparts", "Forfeitures", "No Defaults", "Miscellaneous", "Authorizations", "Non-Disparagement", "Waivers", "Financial Statements", "Terminations", "Records", "Vacations", "Consents", "Vesting", "Specific Performance", "Governing Laws", "Fees", "Taxes"], "gold": ["Taxes"]}
+{"input": "Interest accrued on each Advance shall be payable in arrears on each Payment Date, at maturity, whether by acceleration or otherwise, and upon any termination of the Aggregate Commitment in its entirety. All computations of interest on the Floating Rate Advances shall be based on a three hundred sixty-five (365) or, in the event of a leap year, three hundred sixty-six (366)-day year, and paid for the actual number of days elapsed. Interest on LIBOR Rate Advances, Term Loan A Unused Fees, Unused Revolver Fees, Facility Letter of Credit Fees and all other fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 3:00 PM (Cleveland time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.", "references": ["Brokers", "No Waivers", "Publicity", "Compliance With Laws", "Existence", "Counterparts", "Intellectual Property", "Construction", "No Defaults", "Waiver Of Jury Trials", "Further Assurances", "Enforceability", "Waivers", "Closings", "Modifications", "Authorizations", "Titles", "Consents", "Terms", "Change In Control", "Governing Laws", "Vacations", "Authority", "Liens", "Releases", "Miscellaneous", "Applicable Laws", "Litigations", "Definitions", "Costs", "Interests"], "gold": ["Interests"]}
+{"input": "To the Knowledge of the Company, the Company or one of its subsidiaries collectively owns, possesses, licenses or has rights to use all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses, trade secrets, know-how and other similar rights that are necessary or material for use in connection with their respective businesses as currently conducted (collectively, the\u00a0\u201c Intellectual Property Rights \u201d). Neither the Company nor any of its subsidiaries has received a written notice (i)\u00a0challenging the ownership, possession or right of use of the Intellectual Property Rights, (ii) suggesting that any other Person has any claim of legal or beneficial ownership with respect to the Intellectual Property Rights, or (iii) alleging that the Intellectual Property Rights used by the Company or any of its subsidiaries, or the conduct of the Company\u2019s or any of its subsidiaries\u2019 businesses violates, infringes or misappropriates upon the intellectual property rights of any Person. To the Knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing violation, infringement or misappropriation by another Person of any of the Intellectual Property Rights as of the date hereof.", "references": ["Change In Control", "Defined Terms", "Benefits", "Erisa", "Successors", "Further Assurances", "Non-Disparagement", "Taxes", "Qualifications", "Authorizations", "Compliance With Laws", "Authority", "Fees", "Liens", "Headings", "Participations", "Adjustments", "Litigations", "Governing Laws", "Consent To Jurisdiction", "Consents", "Tax Withholdings", "Books", "Existence", "Cooperation", "Solvency", "Assigns", "Transactions With Affiliates", "Sales", "Closings", "Intellectual Property"], "gold": ["Intellectual Property"]}
+{"input": "If at any time subsequent to the date of this Agreement, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement. Upon such determination that any term hereof is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law.", "references": ["Jurisdictions", "Effectiveness", "Adjustments", "Arbitration", "Subsidiaries", "Disclosures", "Successors", "Interests", "Representations", "Withholdings", "Terms", "Intellectual Property", "Indemnity", "Survival", "Consent To Jurisdiction", "Disability", "Anti-Corruption Laws", "Agreements", "Books", "Organizations", "Taxes", "Titles", "Participations", "Applicable Laws", "Qualifications", "Liens", "Enforceability", "Powers", "Authorizations", "Binding Effects", "Severability"], "gold": ["Severability"]}
+{"input": "The Administrative Agent and each Lender agrees to hold any confidential information that it receives from the Borrower and the Subsidiaries in connection with this Agreement in confidence, except for disclosure (i)\u00a0to its Affiliates and to the Administrative Agent and any other Lender and their respective Affiliates and, in each case, their respective employees, directors, and officers, (ii)\u00a0to its legal counsel, accountants, and other professional advisors, (iii)\u00a0to regulatory officials, (iv)\u00a0to any Person as requested pursuant to or as required by law, regulation or legal process, (v)\u00a0to any Person in connection with any legal proceeding to which it is a party, (vi)\u00a0to its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties provided such parties have been notified of the confidential nature of such information, and (vii)\u00a0to a Transferee to the extent permitted by Section\u00a012.4. Without limiting Section\u00a09.4, the Borrower agrees that the terms of this Section shall set forth the entire agreement between the Borrower and the Administrative Agent and each Lender with respect to any confidential information previously or hereafter received by the Administrative Agent or such Lender in connection with this Agreement, and this Section shall supersede any and all prior confidentiality agreements entered into by the Administrative Agent or any Lender with respect to such confidential information.", "references": ["Survival", "Headings", "Notices", "Disability", "Assigns", "Submission To Jurisdiction", "Miscellaneous", "Transactions With Affiliates", "Integration", "Withholdings", "Modifications", "Construction", "Interpretations", "Cooperation", "Sanctions", "Death", "Organizations", "Representations", "Duties", "No Defaults", "Consents", "Anti-Corruption Laws", "Consent To Jurisdiction", "Change In Control", "Arbitration", "Use Of Proceeds", "Governing Laws", "No Conflicts", "Enforceability", "Fees", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "Each Credit Party represents and warrants as of the effective date of this Amendment that (a) each of the representations and warranties set forth in the Operative Agreements as amended by this Amendment are true and correct in all material respects as of the effective date of this Amendment (except representations and warranties which (x) expressly relate solely to an earlier date or time, in which case such representations and warranties were true and correct as of such earlier date or time or (y) are qualified by materiality or references to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of the effective date of this Amendment) and (b) both before and immediately following the consummation of the transactions contemplated by this Amendment, no Lease Default or Lease Event of Default has occurred and is continuing.", "references": ["Participations", "Notices", "Approvals", "Benefits", "Payments", "Amendments", "Consents", "Venues", "Powers", "Survival", "Intellectual Property", "Erisa", "Organizations", "Applicable Laws", "Further Assurances", "Insurances", "Modifications", "Governing Laws", "Definitions", "Successors", "Capitalization", "Remedies", "Anti-Corruption Laws", "Forfeitures", "Disclosures", "Enforceability", "Construction", "Qualifications", "Indemnity", "No Conflicts", "Warranties"], "gold": ["Warranties"]}
+{"input": "This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, executors, administrators and permitted assigns. Neither party hereto shall have the right to assign or transfer any of its or his rights hereunder except in connection with a merger or consolidation of the Company or a sale by the Company of all or substantially all of its business and assets.", "references": ["Books", "Remedies", "Releases", "Terminations", "Warranties", "Insurances", "Specific Performance", "General", "Authority", "Enforceability", "Taxes", "Binding Effects", "Consents", "Expenses", "Assigns", "No Defaults", "Effective Dates", "Terms", "Capitalization", "Intellectual Property", "Adjustments", "Construction", "Arbitration", "Survival", "Forfeitures", "Powers", "Headings", "Jurisdictions", "Agreements", "Duties", "Assignments"], "gold": ["Assignments"]}
+{"input": "The term of your employment under this Agreement (the \u201cTerm\u201d) will continue, subject to the termination provisions set forth in paragraph 5 below, until July 30, 2018.", "references": ["Governing Laws", "No Defaults", "Qualifications", "Payments", "Defined Terms", "Cooperation", "Representations", "Base Salary", "Financial Statements", "Sanctions", "Vesting", "Interpretations", "Enforcements", "Liens", "Modifications", "Interests", "Expenses", "Further Assurances", "Applicable Laws", "Effective Dates", "Solvency", "Erisa", "Authorizations", "Indemnifications", "Positions", "Definitions", "Disclosures", "Anti-Corruption Laws", "Publicity", "Sales", "Terms"], "gold": ["Terms"]}
+{"input": "Each of the Parties shall use commercially reasonable efforts to from time to time execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purpose and intent of this Agreement.", "references": ["Terminations", "Indemnity", "No Waivers", "Waiver Of Jury Trials", "Vesting", "Severability", "Notices", "Disability", "Successors", "Qualifications", "Effective Dates", "Entire Agreements", "Miscellaneous", "Amendments", "Consents", "Terms", "Jurisdictions", "Applicable Laws", "Expenses", "Duties", "Sanctions", "Titles", "Releases", "Assigns", "Specific Performance", "Financial Statements", "Erisa", "Agreements", "Integration", "Liens", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The failure of any Party at any time or times to require performance of any provision of this Agreement (including any Appendix hereto) will in no manner affect its rights at a later time to enforce the same. No waiver by any Party of any term, provision or condition contained in this Agreement (including any Appendix hereto), whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or of any other term, provision or condition of this Agreement (including any Appendix hereto).", "references": ["Counterparts", "Defined Terms", "Terminations", "Confidentiality", "Solvency", "Further Assurances", "Amendments", "Positions", "Remedies", "Jurisdictions", "Sales", "Modifications", "Change In Control", "Subsidiaries", "Indemnity", "No Conflicts", "Miscellaneous", "Anti-Corruption Laws", "Financial Statements", "Titles", "Expenses", "Records", "Intellectual Property", "Use Of Proceeds", "Qualifications", "Headings", "Interests", "Binding Effects", "Liens", "Enforceability", "Waivers"], "gold": ["Waivers"]}
+{"input": "This Agreement, other than the provisions of paragraph 6, insofar as such provisions relate to completed offerings, and paragraph 11 shall terminate when the Holder no longer holds Registrable Securities.", "references": ["Venues", "Intellectual Property", "Severability", "Indemnity", "Modifications", "Publicity", "Further Assurances", "Entire Agreements", "Notices", "Successors", "Financial Statements", "Liens", "Enforceability", "Titles", "Powers", "Payments", "Participations", "Erisa", "Use Of Proceeds", "Survival", "Fees", "Vesting", "Assignments", "Costs", "Disability", "Benefits", "Agreements", "Insurances", "Compliance With Laws", "Subsidiaries", "Terminations"], "gold": ["Terminations"]}
+{"input": "The Consultant shall provide such consulting services relating to the Field of Interest and the transition of the Consultant\u2019s prior responsibilities as an executive of the Company as the Company reasonably requests in connection with the operation of the Company\u2019s business. The Consultant shall report to the Company\u2019s Chief Executive Officer (\u201c CEO \u201d).", "references": ["Solvency", "Closings", "Releases", "Remedies", "Anti-Corruption Laws", "Authorizations", "Payments", "Organizations", "Qualifications", "Submission To Jurisdiction", "Defined Terms", "Counterparts", "Notices", "Powers", "Vacations", "Effective Dates", "Severability", "Assigns", "Modifications", "Expenses", "Cooperation", "Terms", "Existence", "Death", "Entire Agreements", "Waiver Of Jury Trials", "Terminations", "Employment", "Records", "Enforcements", "Duties"], "gold": ["Duties"]}
+{"input": "Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (\u201c JAMS \u201d ), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the \u201c Rules \u201d ), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance with the \u201cstrike and rank\u201d methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the State of Kansas any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company, including but not limited to the Buyer\u2019s attorneys\u2019 fees and each arbitrator\u2019s fees. The arbitrators\u2019 decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators\u2019 decision and award will be made and delivered as soon as reasonably possibly and in any case within sixty (60) days\u2019 following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof. Notwithstanding the foregoing, the choice of arbitration shall not limit the Buyer\u2019s exercise of remedies under the Uniform Commercial Code.", "references": ["Fees", "Releases", "Miscellaneous", "Specific Performance", "Approvals", "Agreements", "Base Salary", "Payments", "Records", "Governing Laws", "Effectiveness", "Further Assurances", "Taxes", "Closings", "Modifications", "Consents", "Existence", "Organizations", "Waivers", "Survival", "Costs", "Death", "Indemnifications", "Use Of Proceeds", "Disability", "Assignments", "Enforcements", "Assigns", "Benefits", "Construction", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "Except as disclosed in the Company\u2019s Reports and as previously disclosed to the Purchaser, Company, Bank and each of their Subsidiaries (i) has complied with and (ii) is not under investigation with respect to, and have not been threatened to be charged with or given any notice of any material violation of any applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or the ownership of its properties, except where any such failure to comply or violation would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries taken as a whole.\u00a0 Company, Bank and each of their Subsidiaries is compliant with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any Governmental Agency, and their own privacy policies and written commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees, except in each case where the failure to so comply would not result, individually or in the aggregate, in a Material Adverse Effect on Company and its Subsidiaries taken as a whole, and (y) at no time during the two (2) years prior to the date hereof has received any notice asserting any such violations.", "references": ["Authority", "Effectiveness", "Agreements", "Survival", "Fees", "Use Of Proceeds", "Counterparts", "Disability", "Successors", "Defined Terms", "Submission To Jurisdiction", "Expenses", "Definitions", "Interpretations", "Modifications", "Records", "Consent To Jurisdiction", "Enforcements", "Indemnity", "Solvency", "Publicity", "Closings", "Taxes", "No Conflicts", "Costs", "Headings", "Change In Control", "Existence", "Waivers", "Withholdings", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "The Loan Documents are intended by the parties to be a complete and final expression of their agreement.\u00a0\u00a0Each Promissory Note will be deemed to incorporate all of the terms and conditions of this Agreement as if fully set forth therein.\u00a0\u00a0Without limiting the foregoing, any capitalized term utilized in any Promissory Note (or in any amendment to this Agreement or Promissory Note) and not otherwise defined in the Promissory Note (or amendment) will have the meaning set forth herein or, if applicable, in the Accounting Standards.\u00a0\u00a0In the event the Accounting Standards are changed after the date hereof, then all such changes will be applicable hereto, unless Agent otherwise specifies in writing.", "references": ["Taxes", "Disclosures", "Authorizations", "No Waivers", "Forfeitures", "Effective Dates", "Approvals", "Anti-Corruption Laws", "Submission To Jurisdiction", "Venues", "Specific Performance", "Records", "Books", "Tax Withholdings", "Powers", "No Defaults", "Vacations", "Modifications", "Entire Agreements", "Benefits", "Existence", "Waivers", "Waiver Of Jury Trials", "Counterparts", "Transactions With Affiliates", "Effectiveness", "Defined Terms", "Remedies", "Assigns", "Death", "Integration"], "gold": ["Integration"]}
+{"input": "Purchaser and Seller acknowledge that JLL and TAG Realty (collectively, \u201c Seller \u2019 s Broker \u201d) and Philip S. Smith\u00a0& Co. (\u201c Purchaser \u2019 s Broker \u201d) (collectively, the \u201c Brokers \u201d) have acted as the only brokers in connection with the sale of the Property. Seller shall pay Seller\u2019s Broker and Purchaser shall pay Purchaser\u2019s Broker in accordance with separate written agreements between the respective parties. Seller will indemnify Purchaser against any claim for any real estate sales commission, finder\u2019s fees, or like compensation in connection with this transaction and arising out of any act or agreement of Seller, other than any claims asserted by the Purchaser\u2019s Broker. Likewise, Purchaser will indemnify Seller against any claim for any real estate sales commission, finder\u2019s fees or like compensation in connection with this transaction and arising out of any act or agreement of Purchaser, other than any claims asserted by the Seller\u2019s Broker. Seller\u2019s indemnity and Purchaser\u2019s indemnity will survive the Closing or any termination of this Agreement.", "references": ["No Defaults", "Counterparts", "Sales", "Vesting", "Venues", "Enforcements", "Approvals", "Records", "Duties", "Powers", "Assignments", "Applicable Laws", "Submission To Jurisdiction", "Remedies", "Effective Dates", "Tax Withholdings", "Amendments", "Defined Terms", "Governing Laws", "Titles", "Entire Agreements", "Organizations", "Indemnifications", "Taxes", "Effectiveness", "No Conflicts", "Withholdings", "Modifications", "Capitalization", "Forfeitures", "Brokers"], "gold": ["Brokers"]}
+{"input": "This Fifth Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Fifth Amendment.\u00a0\u00a0Delivery of an executed counterpart of this Fifth Amendment by facsimile or a scanned copy by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Fifth Amendment.", "references": ["No Defaults", "Use Of Proceeds", "Brokers", "Financial Statements", "Existence", "Miscellaneous", "Terms", "Sales", "Records", "Successors", "Headings", "Closings", "Enforcements", "Capitalization", "Intellectual Property", "Further Assurances", "Authorizations", "Arbitration", "Modifications", "Forfeitures", "Indemnity", "Effectiveness", "Employment", "Waiver Of Jury Trials", "Payments", "Vesting", "Qualifications", "Integration", "General", "Compliance With Laws", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "The agreements in this Section\u00a0shall survive the resignation of the Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.", "references": ["Releases", "Sanctions", "Books", "Defined Terms", "Confidentiality", "Authority", "Indemnifications", "Publicity", "Transactions With Affiliates", "Effective Dates", "Use Of Proceeds", "Enforceability", "Duties", "Withholdings", "Integration", "Definitions", "Modifications", "Consent To Jurisdiction", "Specific Performance", "Waivers", "Expenses", "Death", "Positions", "Construction", "Litigations", "Disability", "Cooperation", "No Waivers", "Existence", "Erisa", "Survival"], "gold": ["Survival"]}
+{"input": "The obligations of the Parties under this Agreement are not assignable without the prior written consent of the other Parties, which such Parties may withhold in their discretion; provided , that Purchaser may assign this Agreement without the prior written consent of the other Parties to (a) any Affiliate of Purchaser or (b) any financial institution providing purchase money or other financing to Purchaser from time to time as collateral security for such financing, in each case so long as Purchaser remains fully liable for its obligations under this Agreement. If after the Effective Date, NRG Energy effects the separation of a substantial portion of its business into one or more entities (each, a \u201c NewCo \u201d), whether existing or newly formed, including by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, prior to such separation NRG Energy shall cause any such NewCo to enter into an agreement with Purchaser and NYLD whereby such NewCo will agree to obligations of NRG Energy that are substantially identical to those set forth in this Agreement.", "references": ["Qualifications", "Entire Agreements", "Venues", "Vesting", "Amendments", "Books", "Employment", "Indemnity", "Terminations", "Confidentiality", "Warranties", "Benefits", "Specific Performance", "Liens", "Consent To Jurisdiction", "Organizations", "Sales", "Forfeitures", "Remedies", "Survival", "Litigations", "Adjustments", "Enforceability", "Transactions With Affiliates", "Applicable Laws", "Construction", "Cooperation", "Titles", "Authority", "Assigns", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Plan, all Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws, except as superseded by applicable federal law. The federal and state courts located within thirty (30)\u00a0miles of the Company\u2019s principal office, shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any award under this Plan, each Participant, and any other person claiming any rights under the Plan, agrees to submit himself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.", "references": ["Closings", "Consents", "Applicable Laws", "Headings", "Intellectual Property", "Modifications", "Approvals", "Publicity", "Indemnifications", "Sanctions", "Sales", "No Conflicts", "Titles", "Disclosures", "Interests", "Effectiveness", "Qualifications", "Remedies", "Waivers", "Enforceability", "Liens", "Taxes", "Further Assurances", "Expenses", "General", "Erisa", "Participations", "Financial Statements", "Warranties", "Integration", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Warrant shall only be exercisable at such times and in such amounts as follows: (i) four hundred forty-four thousand (444,000) Warrant Shares will be immediately exercisable, and (ii) the remaining four hundred forty-four thousand (444,000) Warrant Shares will become exercisable ratably with the funding of the first one hundred million dollars ($100,000,000) under the Fortress Credit Facility (e.g., one hundred and eleven thousand (111,000) Warrant Shares will become exercisable on the date on which the first $25.0 million has been funded under the Fortress Credit Facility); provided, however, that this Warrant may be exercised only on or after the date which is thirty (30) days after the first date on which the Company completes the Public Transaction. The amounts of Warrant Shares and closing prices shall be subject to adjustment as provided herein in Section 2.", "references": ["Existence", "Sales", "Erisa", "Arbitration", "Terms", "Remedies", "Qualifications", "Terminations", "Fees", "Miscellaneous", "Defined Terms", "Warranties", "Headings", "Vacations", "Construction", "Subsidiaries", "Benefits", "Compliance With Laws", "Disclosures", "Closings", "General", "Assignments", "Intellectual Property", "Publicity", "Expenses", "Confidentiality", "Costs", "Organizations", "Successors", "Insurances", "Vesting"], "gold": ["Vesting"]}
+{"input": "Each party\u2019s obligations under this Section shall survive the resignation of the Administrative Agent, the Issuing Lender, and the Swingline Lender, the replacement of any Lender, the termination of the Loan Documents, the termination of the Revolving Commitments and the Discharge of Obligations.", "references": ["Venues", "Withholdings", "Intellectual Property", "Submission To Jurisdiction", "Interests", "Taxes", "Non-Disparagement", "Capitalization", "Costs", "Insurances", "Financial Statements", "Confidentiality", "Duties", "Notices", "Use Of Proceeds", "Anti-Corruption Laws", "Jurisdictions", "Solvency", "Powers", "Headings", "Payments", "Vesting", "Authorizations", "Positions", "Specific Performance", "Successors", "General", "Definitions", "Modifications", "Sales", "Survival"], "gold": ["Survival"]}
+{"input": "The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of Section\u00a011.06(b) , (ii)\u00a0by way of participation in accordance with the provisions of Section\u00a011.06(d) , or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of Section\u00a011.06(f) (and, except for any assignment subject to the terms of Section\u00a011.06(i) , any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement and the other Loan Documents, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) \u00a0of this Section\u00a011.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, each L/C Issuer, each Lender and each Arranger) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents.", "references": ["Duties", "No Waivers", "Change In Control", "Amendments", "Notices", "Vacations", "General", "Severability", "Headings", "Disclosures", "Anti-Corruption Laws", "Entire Agreements", "Effective Dates", "Books", "Adjustments", "Assigns", "Construction", "Payments", "Disability", "Integration", "Positions", "Assignments", "Enforceability", "Sanctions", "Terminations", "Cooperation", "Records", "Compliance With Laws", "Remedies", "Indemnity", "Successors"], "gold": ["Successors"]}
+{"input": "No statement, information, report, representation, or warranty made by any Obligor in the Loan Documents or furnished by any Obligor to Lender in connection with the Loan Documents or any of the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to any Obligor which would reasonably be expected to have a Material Adverse Effect.", "references": ["Tax Withholdings", "Litigations", "Books", "Enforceability", "Participations", "Enforcements", "Benefits", "Subsidiaries", "Specific Performance", "Interests", "Headings", "Erisa", "Fees", "Waiver Of Jury Trials", "Non-Disparagement", "Definitions", "Death", "Positions", "Binding Effects", "Consent To Jurisdiction", "Closings", "Consents", "Venues", "Remedies", "Qualifications", "Submission To Jurisdiction", "Counterparts", "Agreements", "Authorizations", "Organizations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses and locations in which the Company and each Subsidiary is engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.", "references": ["Binding Effects", "General", "Remedies", "Adjustments", "Submission To Jurisdiction", "Arbitration", "Forfeitures", "Construction", "Solvency", "Positions", "Powers", "Waivers", "Consent To Jurisdiction", "Records", "Vacations", "Counterparts", "Use Of Proceeds", "Subsidiaries", "Litigations", "Payments", "Qualifications", "Intellectual Property", "Publicity", "Entire Agreements", "Headings", "Change In Control", "Approvals", "Participations", "Miscellaneous", "Enforceability", "Insurances"], "gold": ["Insurances"]}
+{"input": "Notwithstanding anything to the contrary that may be set forth in the LTIP or in any grant agreement thereunder and provided that the conditions of Sections 5(e)\u00a0and 8 of this Plan have been fulfilled, in the event an Eligible Individual\u2019s employment is terminated by death, for Disability, by the Company or one of its Affiliates without Cause or by such Eligible Individual resigning such Eligible Individual\u2019s employment for Good Reason, immediately prior to the Date of Termination, all Emergence Grants then held by such Eligible Individual pursuant to the LTIP or otherwise will immediately vest, with payment of such Emergence Grants payable in accordance with the applicable award agreement (the \u201c Emergence Grant Acceleration \u201d).", "references": ["Terminations", "Waiver Of Jury Trials", "Erisa", "Costs", "Powers", "Construction", "Intellectual Property", "Vesting", "Applicable Laws", "Titles", "Severability", "Miscellaneous", "Death", "Solvency", "Effective Dates", "Sanctions", "Use Of Proceeds", "Interests", "No Waivers", "Positions", "Qualifications", "Expenses", "Effectiveness", "Indemnifications", "Successors", "Participations", "Jurisdictions", "Agreements", "Indemnity", "Non-Disparagement", "General"], "gold": ["General"]}
+{"input": "This Agreement, together with its exhibits and any other documents referenced herein, constitute the entire contract between the Company and Purchaser relative to the purchase and sale of the Shares and supersede any and all prior or contemporaneous oral or written agreements, understandings and discussions with respect thereto.", "references": ["General", "Miscellaneous", "Representations", "Insurances", "Counterparts", "Death", "Venues", "Taxes", "Intellectual Property", "Adjustments", "Books", "Existence", "Warranties", "Integration", "Disability", "No Waivers", "Authority", "Non-Disparagement", "Subsidiaries", "Successors", "Specific Performance", "Severability", "Qualifications", "Payments", "Consents", "Erisa", "Agreements", "Indemnifications", "Construction", "Survival", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "If the Company terminates the Executive\u2019s employment during the Employment Period because of the Executive\u2019s Disability, the Company shall pay the Executive the Executive\u2019s full Base Salary through the third full calendar month following the Date of Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits pursuant to Section 5.4 and expenses pursuant to Section 6 . Subject to Section 8.5 below, the payments contemplated by this Section\u00a08.2 shall be paid at the time they are due, and the Company shall have no further obligations to the Executive under this Agreement; provided, however, that the Base Salary shall be reduced by the amount of any disability benefit payments made to the Executive during a period of Disability from any insurance or other policies provided by the Company.", "references": ["Representations", "Effective Dates", "Vesting", "Terms", "Forfeitures", "Defined Terms", "Death", "Costs", "Consents", "General", "Adjustments", "Definitions", "Tax Withholdings", "Books", "Authority", "Miscellaneous", "Withholdings", "Effectiveness", "Entire Agreements", "Use Of Proceeds", "Amendments", "Qualifications", "Titles", "Records", "Disclosures", "Warranties", "Organizations", "Intellectual Property", "Benefits", "Waiver Of Jury Trials", "Disability"], "gold": ["Disability"]}
+{"input": "This Agreement, the Credit Agreement and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. Except as expressly modified and amended in this Agreement, all the terms, provisions and conditions of the Credit Documents shall remain unchanged and shall continue in full force and effect.", "references": ["Confidentiality", "Waiver Of Jury Trials", "Arbitration", "Amendments", "Qualifications", "Headings", "Further Assurances", "Governing Laws", "Cooperation", "Duties", "Sanctions", "Releases", "Applicable Laws", "Notices", "Disability", "Authorizations", "Effective Dates", "Entire Agreements", "Vesting", "Enforceability", "Taxes", "Interpretations", "Transactions With Affiliates", "Jurisdictions", "No Conflicts", "Solvency", "Publicity", "Specific Performance", "Tax Withholdings", "Assignments", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) if there were an unfavorable decision, individually or in the aggregate, result in a loss or liability in an amount in excess of $10,000 or have or reasonably be expected to result in a Material Adverse Effect. No Existing Company Entity, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, except as specifically disclosed in the SEC Reports. There has not been, and to the knowledge of the Company, there is not pending any investigation by the Commission involving any Existing Company Entity or any of their respective current or former directors or officers (in his or her capacity as such). The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.", "references": ["Use Of Proceeds", "Indemnity", "Enforcements", "No Conflicts", "Titles", "No Defaults", "Counterparts", "Vesting", "Sales", "Consents", "Venues", "Survival", "Governing Laws", "Qualifications", "Cooperation", "Disclosures", "Organizations", "Erisa", "Powers", "Waiver Of Jury Trials", "Remedies", "Capitalization", "Specific Performance", "Records", "Positions", "Interests", "Tax Withholdings", "Definitions", "Assigns", "Payments", "Litigations"], "gold": ["Litigations"]}
+{"input": "This Agreement contains the entire agreement by the parties with respect to the matters covered herein and supersedes any prior agreement (including, without limitation, any prior employment or severance agreement), condition, practice, custom, usage and obligation with respect to such matters insofar as any such prior agreement, condition, practice, custom, usage or obligation might have given rise to any enforceable right.", "references": ["Warranties", "Liens", "Subsidiaries", "Assignments", "Change In Control", "Headings", "Insurances", "Vacations", "Powers", "Releases", "Authority", "Records", "Terminations", "Withholdings", "Representations", "Benefits", "Vesting", "No Conflicts", "Books", "Positions", "Cooperation", "Confidentiality", "Duties", "Fees", "Intellectual Property", "Organizations", "Specific Performance", "Indemnifications", "Assigns", "Modifications", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement shall, for all purposes, be governed by, construed and enforced in accordance with the laws of England and Wales, without giving effect to any conflict of law rules. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules\u00a0are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1), the seat, or legal place, of arbitration shall be London, and the language to be used in the arbitral proceedings shall be English. Neither the UNCITRAL Convention for the International Sale of Goods, nor any other unified laws relating to the conclusion and implementation of contracts for the international sale of goods, shall apply.", "references": ["Defined Terms", "Consents", "Survival", "Expenses", "Applicable Laws", "Titles", "Indemnifications", "Vesting", "Specific Performance", "Assigns", "Counterparts", "Qualifications", "Binding Effects", "Closings", "General", "Forfeitures", "Severability", "Cooperation", "Withholdings", "Waivers", "Definitions", "Headings", "Taxes", "Authorizations", "Vacations", "Arbitration", "Capitalization", "Interpretations", "Disclosures", "Publicity", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents and Notes to which it is a party and, in the case of the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement and any Notes.\u00a0 No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a)\u00a0consents, authorizations, notices and filings described in Schedule 4.4 , all of which have been obtained or made prior to or on the Closing Date, (b)\u00a0filings to perfect the Liens created by the Security Documents, (c)\u00a0filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. \u00a7 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (d)\u00a0consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect.\u00a0 This Agreement has been duly executed and delivered by the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party.\u00a0 This Agreement constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors\u2019 rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).", "references": ["Benefits", "General", "Governing Laws", "Cooperation", "Insurances", "Tax Withholdings", "Specific Performance", "Notices", "Base Salary", "Use Of Proceeds", "Brokers", "Change In Control", "Entire Agreements", "Financial Statements", "Capitalization", "Compliance With Laws", "Remedies", "Further Assurances", "Costs", "Definitions", "Fees", "Survival", "Assigns", "Payments", "Construction", "Authority", "Forfeitures", "Books", "Enforcements", "Jurisdictions", "Authorizations"], "gold": ["Authorizations"]}
+{"input": "This Agreement, including any exhibits attached hereto, shall be construed in accordance with the substantive and procedural laws of the United States and the State of Texas applicable to agreements executed and wholly performed therein, without regard to rules or principles of conflict of laws that might require the application of the laws of any other jurisdiction.", "references": ["Participations", "Litigations", "No Waivers", "Integration", "Consents", "Enforcements", "Severability", "Indemnity", "Construction", "Jurisdictions", "No Defaults", "Employment", "Definitions", "Solvency", "Releases", "Capitalization", "Binding Effects", "Terms", "Benefits", "Books", "Entire Agreements", "Compliance With Laws", "Brokers", "Financial Statements", "Withholdings", "Base Salary", "Effective Dates", "Approvals", "Use Of Proceeds", "Submission To Jurisdiction", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Bank and Company will enter into a Change of Control Agreement with the Employee in the same format and with the same benefits provided to other executive officers of the Bank.", "references": ["Liens", "Survival", "Use Of Proceeds", "Enforcements", "Vacations", "Brokers", "Headings", "Disclosures", "Warranties", "Interpretations", "General", "Employment", "Records", "Enforceability", "Defined Terms", "Miscellaneous", "Capitalization", "Adjustments", "Positions", "Consent To Jurisdiction", "Authority", "Tax Withholdings", "Severability", "Notices", "Vesting", "Costs", "Assignments", "Authorizations", "Integration", "Books", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "This Agreement may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. A facsimile copy or scanned copy (in .tif, .jpg, or .pdf format) of any party\u2019s signature shall be deemed as legally binding as the original signatures.", "references": ["Submission To Jurisdiction", "Assignments", "Duties", "Employment", "Warranties", "Consents", "Closings", "Severability", "Releases", "Authorizations", "Enforceability", "Tax Withholdings", "Anti-Corruption Laws", "Titles", "Agreements", "Indemnifications", "Waivers", "General", "Adjustments", "Further Assurances", "Expenses", "Enforcements", "Forfeitures", "Non-Disparagement", "Indemnity", "Binding Effects", "Assigns", "Solvency", "Remedies", "Payments", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "If for any reason any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement nevertheless shall be construed, performed, and enforced as if the invalidated or unenforceable provision has not been included in the Agreement.", "references": ["Assignments", "Integration", "Consents", "Brokers", "Books", "Specific Performance", "Non-Disparagement", "Capitalization", "Indemnity", "Costs", "Fees", "Arbitration", "Consent To Jurisdiction", "Venues", "Employment", "Subsidiaries", "Modifications", "Benefits", "Survival", "Agreements", "Waivers", "Withholdings", "Enforcements", "Effectiveness", "Cooperation", "Binding Effects", "Closings", "Change In Control", "Representations", "Submission To Jurisdiction", "Severability"], "gold": ["Severability"]}
+{"input": "The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules\u00a0and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. The pro forma financial information and the related notes, if any, included in the SEC Reports have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the regulations promulgated thereunder and fairly present in all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.", "references": ["Change In Control", "Successors", "Warranties", "Sales", "Taxes", "Payments", "No Defaults", "Waivers", "Interests", "Representations", "Publicity", "Confidentiality", "Terms", "Further Assurances", "Enforcements", "Withholdings", "Governing Laws", "Entire Agreements", "Modifications", "Consents", "Fees", "Indemnity", "Releases", "Cooperation", "Organizations", "Base Salary", "Miscellaneous", "Notices", "Vesting", "Capitalization", "Financial Statements"], "gold": ["Financial Statements"]}
+{"input": "Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Advances owing to it); provided that (i)\u00a0such Lender\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower, the Administrative Agent, Issuing Bank, Swing Line Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement.", "references": ["General", "Anti-Corruption Laws", "Approvals", "Warranties", "Amendments", "Notices", "Records", "Arbitration", "Duties", "Intellectual Property", "Confidentiality", "Existence", "Books", "Indemnity", "Waiver Of Jury Trials", "No Defaults", "Disclosures", "Specific Performance", "Waivers", "Headings", "Applicable Laws", "Organizations", "Authority", "Interpretations", "Assignments", "Powers", "Counterparts", "Severability", "Enforcements", "Subsidiaries", "Participations"], "gold": ["Participations"]}
+{"input": "If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated.", "references": ["Arbitration", "Organizations", "Publicity", "Waiver Of Jury Trials", "Closings", "Defined Terms", "Transactions With Affiliates", "Applicable Laws", "Interests", "Miscellaneous", "Costs", "Records", "Fees", "General", "Financial Statements", "Successors", "Duties", "Assignments", "Intellectual Property", "Indemnity", "Jurisdictions", "Sanctions", "Withholdings", "Submission To Jurisdiction", "Authorizations", "Erisa", "Subsidiaries", "Participations", "Waivers", "Definitions", "Severability"], "gold": ["Severability"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.", "references": ["Employment", "Remedies", "Confidentiality", "Participations", "Vacations", "Powers", "Further Assurances", "Effective Dates", "Use Of Proceeds", "Closings", "Survival", "Warranties", "Governing Laws", "Disability", "Construction", "Qualifications", "Enforcements", "Costs", "Forfeitures", "Venues", "Headings", "Death", "Arbitration", "Litigations", "Benefits", "Positions", "Duties", "Brokers", "Specific Performance", "Indemnifications", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.", "references": ["Records", "General", "Participations", "Authority", "Sales", "Employment", "Costs", "Taxes", "Capitalization", "Terminations", "Expenses", "Waivers", "Terms", "Publicity", "Litigations", "No Conflicts", "Books", "Applicable Laws", "Cooperation", "Integration", "Assigns", "Confidentiality", "Brokers", "Death", "Withholdings", "Existence", "Modifications", "Solvency", "Qualifications", "Positions", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "The covenants, agreements, terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, and their respective assigns.", "references": ["Fees", "Terminations", "Non-Disparagement", "Releases", "Warranties", "Publicity", "Positions", "Successors", "Employment", "Survival", "Remedies", "Applicable Laws", "Approvals", "Benefits", "Litigations", "Disability", "Modifications", "Existence", "No Conflicts", "No Defaults", "Indemnity", "Organizations", "No Waivers", "Authorizations", "Adjustments", "Assigns", "Enforcements", "Waivers", "Qualifications", "Indemnifications", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "The Revolving Borrower agrees to indemnify each Revolving Lender for, and to hold each Revolving Lender harmless from, any loss or expense that such Revolving Lender may sustain or incur as a consequence of (a)\u00a0default by the Revolving Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans after the Revolving Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Revolving Borrower in making any prepayment of or conversion from LIBOR Loans after the Revolving Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of LIBOR Loans on a day that is not the last day of an Interest Period with respect thereto or (d) the assignment of any LIBOR Loan other than on the last day of an Interest Period with respect thereto as the result of a request by the Revolving Borrower pursuant to Section 2.18(a) ; provided , however , that the Revolving Borrower shall not be obligated to indemnify a Defaulting Lender that is not a Performing Lender for any such loss or expense (incurred while such Revolving Lender was a Defaulting Lender) related to the prepayment or assignment of any LIBOR Loan owed to such Defaulting Lender.", "references": ["Brokers", "Solvency", "Interests", "Jurisdictions", "Use Of Proceeds", "Records", "Adjustments", "Further Assurances", "Participations", "Non-Disparagement", "Benefits", "Vesting", "Enforceability", "Authority", "Publicity", "Anti-Corruption Laws", "Terminations", "Erisa", "Governing Laws", "Agreements", "Severability", "Employment", "Positions", "Withholdings", "Counterparts", "Entire Agreements", "Sanctions", "Consents", "Submission To Jurisdiction", "Base Salary", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "The Company shall employ Executive as its Chief Executive Officer (\u201c Position \u201d), and Executive accepts such employment commencing on the Effective Date and continuing until terminated in accordance with the termination provisions below (the \u201c Employment Period \u201d).", "references": ["Severability", "Waivers", "Indemnity", "Assignments", "Use Of Proceeds", "Non-Disparagement", "Applicable Laws", "Adjustments", "Indemnifications", "Sales", "Benefits", "Withholdings", "Disability", "Enforcements", "Existence", "Payments", "Base Salary", "Fees", "Organizations", "Authorizations", "Expenses", "Sanctions", "Remedies", "Change In Control", "Erisa", "Effectiveness", "Survival", "Agreements", "Construction", "Forfeitures", "Employment"], "gold": ["Employment"]}
+{"input": "This Third Amendment may be executed by facsimile and in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. This Third Amendment shall be governed by, and construed in accordance with, the law of the State of New York.", "references": ["Applicable Laws", "Consent To Jurisdiction", "Assignments", "Waiver Of Jury Trials", "Warranties", "Indemnifications", "Non-Disparagement", "Disclosures", "Arbitration", "Expenses", "Benefits", "Base Salary", "Transactions With Affiliates", "Subsidiaries", "Tax Withholdings", "Successors", "Vesting", "Authorizations", "Forfeitures", "Intellectual Property", "Jurisdictions", "Duties", "Remedies", "Severability", "Representations", "Indemnity", "Waivers", "Solvency", "Cooperation", "Change In Control", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "You hereby acknowledge that you have reviewed with your own tax advisors the federal, state and local tax consequences of receiving the Units. You hereby represent to the Company that you are relying solely on such advisors and not on any statements or representations of the Company, its Affiliates or any of their respective agents. If, in connection with the Units, the Company is required to withhold any amounts by reason of any federal, state or local tax, such withholding shall be effected in accordance with Section 16 of the Plan.", "references": ["Cooperation", "Capitalization", "Terms", "Anti-Corruption Laws", "Remedies", "Approvals", "Duties", "Costs", "Publicity", "Integration", "Withholdings", "Agreements", "Arbitration", "Solvency", "Closings", "Payments", "Warranties", "Interests", "Sanctions", "Organizations", "Death", "Positions", "Binding Effects", "Litigations", "Venues", "Enforcements", "Intellectual Property", "Submission To Jurisdiction", "Non-Disparagement", "Authority", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "By accepting the PRSUs, you acknowledge and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of your Continuous Status.", "references": ["Tax Withholdings", "Specific Performance", "Brokers", "Anti-Corruption Laws", "Terms", "Effective Dates", "Death", "Costs", "Indemnifications", "No Conflicts", "Participations", "Counterparts", "Closings", "Sanctions", "Existence", "Forfeitures", "Headings", "Binding Effects", "Enforceability", "Taxes", "No Defaults", "Benefits", "Solvency", "Jurisdictions", "No Waivers", "Subsidiaries", "Remedies", "Payments", "Fees", "Waivers", "Modifications"], "gold": ["Modifications"]}
+{"input": "In the event of a breach or threatened breach by the Executive of Sections 6 , 7 , and 8 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.", "references": ["Specific Performance", "Solvency", "Anti-Corruption Laws", "Notices", "Organizations", "Waiver Of Jury Trials", "Waivers", "Counterparts", "Sanctions", "Representations", "Authorizations", "Existence", "Arbitration", "Applicable Laws", "Payments", "Interpretations", "Definitions", "Litigations", "Capitalization", "Financial Statements", "Headings", "Base Salary", "Indemnifications", "Miscellaneous", "Venues", "Effectiveness", "Assigns", "Duties", "Modifications", "Approvals", "Remedies"], "gold": ["Remedies"]}
+{"input": "This Agreement and the Plan contain the terms and conditions with respect to the subject matter hereof and supersede any previous agreements, written or oral, relating to the subject matter hereof. This Agreement is pursuant to the terms of the Company\u2019s 2010 Omnibus Incentive Plan (the \u201cPlan\u201d). The applicable terms of the Plan are incorporated herein by reference, including the definition of capitalized terms contained in the Plan, and including the Code Section 409A provisions of Section XIX of the Plan. This Agreement shall be interpreted in accordance with Code Section 409A including the rules related to payment timing for \u201cspecified employees\u201d within the meaning of Code Section 409A. This Agreement shall be deemed to be modified to the maximum extent necessary to be in compliance with Code Section 409A\u2019s rules. If the Grantee is unexpectedly required to include in the Grantee\u2019s current year\u2019s income any amount of compensation relating to the Restricted Stock Units because of a failure to meet the requirements of Code Section 409A, then to the extent permitted by Code Section 409A, the Grantee may receive a distribution of cash or Shares in an amount not to exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A.", "references": ["Financial Statements", "Employment", "General", "Vacations", "Anti-Corruption Laws", "Assigns", "Positions", "Transactions With Affiliates", "Records", "Counterparts", "Successors", "Sanctions", "Terms", "Arbitration", "No Conflicts", "Base Salary", "Effectiveness", "Cooperation", "Brokers", "Indemnifications", "Authority", "Change In Control", "Approvals", "Warranties", "Modifications", "Agreements", "Organizations", "Applicable Laws", "Survival", "Consents", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement constitutes the sole and entire agreement among the parties hereto with respect to the purchase and sale of the Property and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto.\u00a0\u00a0\u00a0No prior agreement or understanding pertaining to the subject matter hereof (including, without limitation, any letter of intent or right-of-entry agreement executed prior to this Agreement) shall be valid or of any force or effect from and after the date hereof.", "references": ["Intellectual Property", "No Conflicts", "Governing Laws", "Withholdings", "Enforcements", "Compliance With Laws", "Headings", "Consent To Jurisdiction", "Severability", "Terminations", "Definitions", "Payments", "Brokers", "Consents", "Terms", "Remedies", "Fees", "Arbitration", "No Defaults", "Counterparts", "Costs", "Sanctions", "Disability", "Modifications", "Sales", "Effectiveness", "Submission To Jurisdiction", "Assigns", "Further Assurances", "Confidentiality", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "(%3) Withholding of Taxes; Gross Up . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.16) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.", "references": ["Entire Agreements", "Insurances", "Specific Performance", "Remedies", "Compliance With Laws", "Participations", "Definitions", "Closings", "Non-Disparagement", "Arbitration", "Disability", "Forfeitures", "Financial Statements", "Submission To Jurisdiction", "Vacations", "Liens", "Interests", "Enforcements", "Construction", "Agreements", "Consent To Jurisdiction", "Terminations", "Powers", "Fees", "Change In Control", "Further Assurances", "Indemnifications", "Titles", "Capitalization", "Payments", "Taxes"], "gold": ["Taxes"]}
+{"input": "From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. 7 Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.", "references": ["Specific Performance", "Insurances", "Tax Withholdings", "No Conflicts", "No Defaults", "Authorizations", "Employment", "Sales", "Subsidiaries", "Effectiveness", "Successors", "Change In Control", "Interests", "Survival", "Non-Disparagement", "Authority", "Notices", "Taxes", "Solvency", "Defined Terms", "Consents", "Death", "Modifications", "Records", "Releases", "Benefits", "Duties", "Binding Effects", "Expenses", "Erisa", "Payments"], "gold": ["Payments"]}
+{"input": "Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Designating Shareholder (whether by operation of law or otherwise) without the prior written consent of the Company; provided , however , that the rights of the Designating Shareholder may be assigned by the Designating Shareholder to a Permitted Holder thereof; provided , further , that such Permitted Holder agrees in writing to be bound by and subject to the terms and conditions of this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Any purported assignment in violation of this Section \u00a05.8 shall be void.", "references": ["Titles", "Enforceability", "Positions", "Brokers", "Solvency", "Miscellaneous", "Enforcements", "Counterparts", "Transactions With Affiliates", "Financial Statements", "Definitions", "Confidentiality", "Terminations", "Amendments", "Forfeitures", "Authority", "Severability", "Binding Effects", "Qualifications", "Remedies", "Use Of Proceeds", "Authorizations", "Waiver Of Jury Trials", "Costs", "Records", "Duties", "Interests", "Terms", "Consent To Jurisdiction", "Disability", "Assignments"], "gold": ["Assignments"]}
+{"input": "The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement.\u00a0 The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision.\u00a0 Accordingly, the rule\u00a0of construction to the effect that ambiguities are resolved against the drafting party, including, but not limited to Section\u00a01654 of the California Civil Code, shall not be employed in the interpretation of this Agreement.\u00a0 Rather, the terms of this Agreement shall be construed in a reasonable manner to effect the intentions of both parties hereto and not in favor or against either party.", "references": ["Binding Effects", "Disclosures", "Financial Statements", "Venues", "Publicity", "Existence", "Modifications", "Authorizations", "Severability", "Non-Disparagement", "Expenses", "Waiver Of Jury Trials", "Tax Withholdings", "Representations", "Consents", "Costs", "Interpretations", "Miscellaneous", "Organizations", "Titles", "No Defaults", "Use Of Proceeds", "Submission To Jurisdiction", "Applicable Laws", "Liens", "Authority", "Fees", "Disability", "Records", "Anti-Corruption Laws", "Construction"], "gold": ["Construction"]}
+{"input": "This Severance Agreement shall be governed by and construed in accordance with the laws of the State of Texas, except where preempted by federal law.", "references": ["Remedies", "Definitions", "No Conflicts", "Expenses", "Duties", "Vesting", "Sales", "Consents", "Anti-Corruption Laws", "Subsidiaries", "Financial Statements", "Forfeitures", "Terms", "Consent To Jurisdiction", "Payments", "Disability", "Benefits", "Authority", "Construction", "Liens", "Tax Withholdings", "Intellectual Property", "Confidentiality", "Modifications", "Existence", "Enforceability", "Severability", "Headings", "Solvency", "Releases", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.\u00a0 Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.\u00a0 Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding.\u00a0 Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.\u00a0 Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.\u00a0\u00a0 If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.", "references": ["Payments", "Duties", "No Conflicts", "Interpretations", "Vacations", "Powers", "Assigns", "Transactions With Affiliates", "Qualifications", "Disclosures", "Titles", "Modifications", "Adjustments", "Taxes", "Non-Disparagement", "Terminations", "Sanctions", "Terms", "Liens", "Death", "General", "Sales", "Waivers", "Confidentiality", "Vesting", "Existence", "Insurances", "Miscellaneous", "Organizations", "Cooperation", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 . Each Property Subsidiary must at all times be a Subsidiary of Borrower.", "references": ["Construction", "Submission To Jurisdiction", "Base Salary", "Expenses", "Non-Disparagement", "Confidentiality", "Costs", "Records", "Terminations", "Compliance With Laws", "Defined Terms", "Headings", "Interests", "Intellectual Property", "Definitions", "Specific Performance", "Effectiveness", "Modifications", "Erisa", "Duties", "Governing Laws", "Powers", "Releases", "Brokers", "Tax Withholdings", "Agreements", "Applicable Laws", "Positions", "Severability", "Assigns", "Existence"], "gold": ["Existence"]}
+{"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder (other than by any Credit Party (other than the Borrower) pursuant to a transaction permitted under Section 9.4 ) \u00a0without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)\u00a0to an assignee in accordance with the provisions of paragraph\u00a0(b) of this Section, (ii)\u00a0by way of participation in accordance with the provisions of paragraph\u00a0(d) of this Section or (iii)\u00a0by way of pledge or assignment of a security interest subject to the restrictions of paragraph\u00a0(e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).\u00a0\u00a0Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph\u00a0(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.", "references": ["Effectiveness", "Transactions With Affiliates", "Withholdings", "Jurisdictions", "No Defaults", "Interests", "Waiver Of Jury Trials", "Submission To Jurisdiction", "Counterparts", "Entire Agreements", "Litigations", "Assigns", "Indemnifications", "Construction", "Brokers", "Waivers", "Terminations", "Disability", "Representations", "Use Of Proceeds", "Terms", "Tax Withholdings", "Further Assurances", "Specific Performance", "Anti-Corruption Laws", "Authority", "Organizations", "Warranties", "Notices", "Releases", "Successors"], "gold": ["Successors"]}
+{"input": "Schedule 7.1.(f) is, as of September 30, 2018, a complete and correct listing of all real estate assets of the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the current occupancy status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the status of completion of such Property. Except for real estate assets having a value less than $300,000,000, no assets have been acquired during the period from September 30, 2018 to and including the Agreement Date. Except for real estate assets having a value less than $300,000,000, no assets have been disposed of during the period from September 30, 2018 to and including the Agreement Date. Schedule\u00a04.1. is, as of September 30, 2018, a complete and correct listing of all Unencumbered Assets. Each of the Borrower, each other Loan Party and each other Subsidiary has good, marketable (in the case of real property) and legal title to, or a valid leasehold interest in, its respective material assets. No Unencumbered Asset is subject to any Lien other than Permitted Liens.", "references": ["Binding Effects", "Warranties", "Change In Control", "Terms", "Applicable Laws", "Vacations", "Jurisdictions", "Modifications", "Fees", "Erisa", "Further Assurances", "Governing Laws", "Effectiveness", "Arbitration", "Expenses", "Interpretations", "Indemnity", "Specific Performance", "Benefits", "Sales", "Consents", "Forfeitures", "Death", "Payments", "Taxes", "Capitalization", "No Defaults", "Non-Disparagement", "Books", "Powers", "Liens"], "gold": ["Liens"]}
+{"input": "Each of the Borrowers, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.", "references": ["Publicity", "Subsidiaries", "Employment", "Disability", "Organizations", "Taxes", "Base Salary", "Authority", "Enforcements", "Solvency", "Capitalization", "Qualifications", "Insurances", "Anti-Corruption Laws", "Successors", "Integration", "Records", "Tax Withholdings", "Litigations", "Severability", "Miscellaneous", "Compliance With Laws", "Death", "Vacations", "Consents", "Notices", "Adjustments", "Headings", "Transactions With Affiliates", "Titles", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "The Company currently maintains no insurance policies. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for.", "references": ["Terminations", "Disability", "Definitions", "Fees", "Interests", "No Defaults", "Death", "Indemnifications", "Employment", "Positions", "Financial Statements", "Non-Disparagement", "Specific Performance", "Consent To Jurisdiction", "Governing Laws", "Venues", "Powers", "Tax Withholdings", "Change In Control", "Participations", "Vesting", "Submission To Jurisdiction", "Assigns", "Releases", "Counterparts", "Records", "Expenses", "Notices", "General", "Payments", "Insurances"], "gold": ["Insurances"]}
+{"input": "EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE LENDER IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Transactions With Affiliates", "Titles", "Indemnity", "Tax Withholdings", "Governing Laws", "Authorizations", "Brokers", "Specific Performance", "Capitalization", "Confidentiality", "No Defaults", "Anti-Corruption Laws", "Warranties", "Survival", "Effectiveness", "Powers", "Publicity", "Indemnifications", "Entire Agreements", "Cooperation", "Costs", "Assigns", "Vacations", "Compliance With Laws", "Sales", "Interests", "Disclosures", "No Waivers", "Financial Statements", "Use Of Proceeds", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Committee may, in its discretion and upon such terms and conditions as it may deem appropriate (including the applicable safe-harbor provisions of Securities and Exchange Commission Rule 16b-3 or any successor rule or regulation) provide Optionee (if Optionee is an Employee) with the election to surrender previously acquired shares of Common Stock or have shares withheld in satisfaction of the tax withholding obligations. To the extent necessary to avoid adverse accounting treatment, the number of shares that may be withheld for this purpose shall not exceed the minimum number needed to satisfy the applicable income and employment tax withholding rules. If Common Stock is used to satisfy the Company\u2019s tax withholding obligations, the shares of Common Stock shall have been held by Optionee for the requisite period necessary to avoid a charge to the Company\u2019s reported earnings and shall be valued at their Fair Market Value when the tax withholding is required to be made.", "references": ["Warranties", "Applicable Laws", "Vesting", "Taxes", "Waivers", "Venues", "Approvals", "Miscellaneous", "No Waivers", "Specific Performance", "Remedies", "Base Salary", "Indemnity", "Death", "Further Assurances", "Brokers", "Indemnifications", "Closings", "Assigns", "Enforceability", "Waiver Of Jury Trials", "Disclosures", "Authorizations", "Forfeitures", "Subsidiaries", "Defined Terms", "Interpretations", "Representations", "Use Of Proceeds", "Construction", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "The execution, delivery and performance of this Agreement, and the consummation by the Assignor of the transactions contemplated hereby, or relating hereto, do not and will not (i) if the Assignor is not an individual, result in a violation of the Assignor\u2019s charter documents or bylaws or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Assignor is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Assignor or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on the Assignor). The Assignor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to acquire the Secured Note Conversion Units in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, the Assignor is assuming and relying upon the accuracy of the relevant representations and agreements of the Assignee herein.", "references": ["Assignments", "Books", "Erisa", "Warranties", "Vacations", "Consent To Jurisdiction", "Employment", "Titles", "Organizations", "Entire Agreements", "Terms", "Binding Effects", "Assigns", "Notices", "Payments", "Waiver Of Jury Trials", "Fees", "Non-Disparagement", "Defined Terms", "Benefits", "General", "Construction", "Intellectual Property", "Financial Statements", "Brokers", "Litigations", "Applicable Laws", "Interests", "Forfeitures", "Disclosures", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "This Subordinated Note may not be assigned, pledged or otherwise transferred to any party other than Originator without the prior written consent of the Agent, and any such attempted transfer shall be void.", "references": ["Forfeitures", "Vacations", "Specific Performance", "Change In Control", "Authorizations", "Counterparts", "Benefits", "Brokers", "Representations", "Closings", "Expenses", "Consents", "Powers", "Intellectual Property", "Effectiveness", "Disability", "Enforcements", "Organizations", "General", "Notices", "Venues", "Binding Effects", "Adjustments", "Approvals", "Costs", "Confidentiality", "Indemnity", "Erisa", "Interests", "Duties", "Assignments"], "gold": ["Assignments"]}
+{"input": "(a)\u00a0To the extent applicable, each Loan Party is in compliance in all material respects with the USA PATRIOT Act.", "references": ["Assigns", "Sales", "Arbitration", "Enforceability", "Books", "Organizations", "Tax Withholdings", "Vacations", "Fees", "Duties", "Jurisdictions", "Intellectual Property", "Further Assurances", "Definitions", "Authorizations", "Solvency", "Agreements", "Forfeitures", "Records", "Insurances", "Binding Effects", "Employment", "Entire Agreements", "Powers", "Remedies", "Cooperation", "Adjustments", "Consents", "Benefits", "Withholdings", "Sanctions"], "gold": ["Sanctions"]}
+{"input": "BORROWERS SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee. This Section\u00a013.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.", "references": ["Books", "Forfeitures", "Jurisdictions", "Terminations", "Cooperation", "Payments", "Assigns", "Assignments", "Expenses", "Records", "Remedies", "Notices", "Disability", "Costs", "Fees", "Successors", "Qualifications", "Submission To Jurisdiction", "Authority", "Use Of Proceeds", "Enforceability", "Enforcements", "Existence", "Consents", "Arbitration", "No Conflicts", "Interpretations", "Severability", "Subsidiaries", "Binding Effects", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Nothing under the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of the Company or its subsidiaries or in any way affect the Company\u2019s right to terminate Participant\u2019s employment without prior notice at any time for any or no reason (subject to the terms of any employment agreement between the Participant and the Company or a subsidiary).", "references": ["Duties", "Severability", "Indemnity", "Venues", "Remedies", "Taxes", "Qualifications", "Authorizations", "Books", "Waivers", "Fees", "Withholdings", "Definitions", "Payments", "Confidentiality", "Consent To Jurisdiction", "Entire Agreements", "Enforcements", "Liens", "Disclosures", "Vacations", "No Conflicts", "Binding Effects", "Use Of Proceeds", "Organizations", "Releases", "Transactions With Affiliates", "Base Salary", "Defined Terms", "Cooperation", "Employment"], "gold": ["Employment"]}
+{"input": "This Agreement is personal to you and may not be assigned by you. This Agreement will be binding upon and inure to the benefit of you, your legal representatives, heirs and distributes and will be binding upon and inure to the benefit of the Company, its successors and assigns.", "references": ["No Waivers", "Organizations", "Counterparts", "Applicable Laws", "Interpretations", "Sanctions", "Litigations", "Erisa", "No Conflicts", "Cooperation", "Indemnifications", "Consent To Jurisdiction", "Employment", "Construction", "Venues", "Sales", "Forfeitures", "Definitions", "Tax Withholdings", "Enforcements", "Releases", "Change In Control", "Consents", "Waiver Of Jury Trials", "Existence", "Financial Statements", "Withholdings", "Specific Performance", "Terms", "Transactions With Affiliates", "Binding Effects"], "gold": ["Binding Effects"]}
+{"input": "All Credit Card Receivables and all records, papers and documents relating thereto (i) are genuine and correct and in all material respects what they purport to be, (ii) represent the legal, valid and binding obligation of the account debtor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors\u2019 rights generally or by equitable principles relating to enforceability, evidencing indebtedness unpaid and owed by such account debtor, arising out of the performance of labor or services or the sale, lease, license, assignment or other disposition and delivery of the goods or other property listed therein or out of an advance or a loan, (iii) are in all material respects in compliance and conform with all applicable material Federal, state and local laws and applicable Laws of any relevant foreign jurisdiction.", "references": ["Sales", "Successors", "Subsidiaries", "Terminations", "Governing Laws", "Records", "Authorizations", "Assignments", "Existence", "Powers", "Authority", "Publicity", "Arbitration", "Indemnifications", "Waivers", "Interests", "Fees", "Change In Control", "Severability", "Titles", "Headings", "Approvals", "General", "Benefits", "Payments", "Erisa", "Participations", "Waiver Of Jury Trials", "Organizations", "Effective Dates", "Warranties"], "gold": ["Warranties"]}
+{"input": "During the Transition Period, Executive shall be entitled to continue to participate in the Company\u2019s employee benefit plans (the \u201c Company Plans \u201d) to the extent permitted under the terms and conditions of the Company Plans, including a Company-provided automobile or, at Executive\u2019s choice, automobile allowance, consistent with the level provided to Company\u2019s Executive Vice Presidents. The Company will provide a separate letter detailing Executive\u2019s benefits under and continued participation in the Company Plans.", "references": ["Submission To Jurisdiction", "Remedies", "Books", "Insurances", "Headings", "Jurisdictions", "Compliance With Laws", "Terminations", "Erisa", "Severability", "Effective Dates", "Records", "Counterparts", "Closings", "No Defaults", "Amendments", "Authority", "Titles", "Construction", "Arbitration", "Integration", "Change In Control", "Terms", "Expenses", "Costs", "Modifications", "Disclosures", "Fees", "No Conflicts", "Financial Statements", "Benefits"], "gold": ["Benefits"]}
+{"input": "The Company and its Subsidiaries are currently in compliance in all material respects with all Laws related to the employment of labor, including those related to wages, hours, collective bargaining, terms and conditions of employment, discrimination in employment and collective bargaining, equal opportunity, harassment, immigration, disability, workers\u2019 compensation, unemployment compensation, occupational health and safety and the collection and payment of withholding. The classification of each of their employees as exempt or nonexempt has been made in all material respects in accordance with applicable Law. No liability for termination notice or severance has been incurred with respect to any service providers of the Company or any of its Subsidiaries under the Worker Adjustment and Retraining Notification Act as a result of an act or event occurring prior to the Closing.", "references": ["Enforcements", "Terminations", "Survival", "Records", "Remedies", "Qualifications", "Existence", "Counterparts", "Solvency", "Capitalization", "Governing Laws", "Consents", "Duties", "Terms", "Applicable Laws", "Specific Performance", "Transactions With Affiliates", "Use Of Proceeds", "Liens", "Participations", "Authorizations", "Releases", "Waivers", "Headings", "Financial Statements", "Interests", "Expenses", "Further Assurances", "Costs", "Intellectual Property", "Compliance With Laws"], "gold": ["Compliance With Laws"]}
+{"input": "Each Loan Party has timely filed or caused to be filed all federal and all other material state and local Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary has set aside on its books adequate reserves.\u00a0 No material tax liens have been filed and no claims are being asserted with respect to any such Taxes.", "references": ["Governing Laws", "Forfeitures", "Erisa", "Consents", "Brokers", "Adjustments", "Base Salary", "Defined Terms", "Powers", "Authority", "General", "Assignments", "Employment", "Compliance With Laws", "Disability", "Subsidiaries", "Books", "Withholdings", "Litigations", "Records", "Survival", "Positions", "Warranties", "Enforcements", "Binding Effects", "Remedies", "Non-Disparagement", "Insurances", "Agreements", "Costs", "Taxes"], "gold": ["Taxes"]}
+{"input": "Effective on the Effective Date (as defined below), Agent and the Required Lenders hereby (i) consent to the Transaction, including, without limitation, to Gichner\u2019s execution of the Raytheon Security Agreement, (ii) consent to Agent\u2019s execution of the Raytheon Subordination Agreement, and (iii) waive any Event of Default that would otherwise occur under the Credit Agreement solely as a result of the Transaction. Except as expressly set forth in this Agreement, the consent and waiver by Agent and the Required Lenders under this Agreement is not intended, and shall not be construed: (a) to modify or otherwise affect any of the provisions of the Credit Agreement or the other Loan Documents, (b) as a waiver of any of Agent\u2019s or any Lender\u2019s rights under the Credit Agreement or any other Loan Document, or (c) as an authorization or a consent by Agent and the Lenders to any further actions by any Credit Party not otherwise permitted by the Loan Documents.", "references": ["Amendments", "Transactions With Affiliates", "Submission To Jurisdiction", "Titles", "No Conflicts", "Intellectual Property", "Taxes", "Closings", "No Waivers", "Governing Laws", "Brokers", "Approvals", "Liens", "Participations", "Publicity", "Duties", "Solvency", "Vesting", "Authorizations", "Vacations", "Litigations", "Arbitration", "Terms", "Financial Statements", "Warranties", "Miscellaneous", "Use Of Proceeds", "Sales", "Defined Terms", "Indemnifications", "Waivers"], "gold": ["Waivers"]}
+{"input": "Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.", "references": ["Notices", "Integration", "Solvency", "Assigns", "Tax Withholdings", "Participations", "Releases", "Agreements", "Use Of Proceeds", "Erisa", "Enforceability", "Records", "Counterparts", "Positions", "Change In Control", "Modifications", "Consent To Jurisdiction", "Forfeitures", "Definitions", "Warranties", "Titles", "Insurances", "Indemnity", "Indemnifications", "Arbitration", "Consents", "Waivers", "Entire Agreements", "No Conflicts", "Assignments", "Severability"], "gold": ["Severability"]}
+{"input": "When used in this Agreement, the following terms shall have the meanings assigned to them in this Section \u00a01.1 .", "references": ["Assigns", "Brokers", "No Waivers", "Remedies", "Enforcements", "No Conflicts", "Disability", "Compliance With Laws", "Effectiveness", "Anti-Corruption Laws", "Severability", "Tax Withholdings", "Venues", "Cooperation", "Benefits", "General", "Binding Effects", "Modifications", "Withholdings", "Forfeitures", "Records", "Erisa", "Arbitration", "Existence", "Successors", "Miscellaneous", "Positions", "Jurisdictions", "Capitalization", "Intellectual Property", "Definitions"], "gold": ["Definitions"]}
+{"input": "(a)\u00a0The Loans comprising each ABR Borrowing (including each Swingline Loan, but excluding Protective Advances and Overadvances) shall bear interest at the Alternate Base Rate plus the Applicable Rate.", "references": ["Liens", "No Conflicts", "Terminations", "Duties", "Change In Control", "Participations", "Fees", "Anti-Corruption Laws", "Disability", "Defined Terms", "Use Of Proceeds", "Agreements", "Terms", "Jurisdictions", "Governing Laws", "Assignments", "Submission To Jurisdiction", "Miscellaneous", "Taxes", "Disclosures", "Transactions With Affiliates", "Remedies", "Definitions", "Headings", "Employment", "Interpretations", "Releases", "Intellectual Property", "Organizations", "Indemnifications", "Interests"], "gold": ["Interests"]}
+{"input": "Notwithstanding the Plan\u2019s provisions, if a Change in Control (as defined in the 2018 Employment Agreement) occurs before the Option is fully vested and exercisable and while you remain employed by the Company, the Option will only have accelerated vesting and exercisability as a result of the Change in Control if you remain employed by the Company (or a successor) through the date that is 30 days following the closing of the Change in Control (or your employment is terminated without Cause, or you resign for Good Reason, within such 30 day period).", "references": ["Definitions", "Records", "Applicable Laws", "Indemnity", "Construction", "Costs", "Amendments", "Governing Laws", "Forfeitures", "Payments", "Interests", "Employment", "Headings", "Indemnifications", "Representations", "Remedies", "Closings", "Modifications", "Approvals", "Financial Statements", "Compliance With Laws", "Assigns", "Death", "Solvency", "Liens", "Enforceability", "Specific Performance", "Integration", "Terminations", "Effectiveness", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The execution and delivery by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, do not and will not, directly or indirectly (with or without notice or lapse of time or both), and the compliance by the Company with its obligations hereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i)\u00a0result in a violation or breach of, or conflict with, the Company\u2019s articles of incorporation or bylaws, (ii)\u00a0conflict with or violate any law applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound, (iii)\u00a0result in any violation or breach of, or conflict with, any provisions of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any right of purchase, termination, amendment, acceleration, or cancellation) under, or result in the loss of any benefit under, or result in the triggering of any payments pursuant to, any of the terms, conditions, or provisions of, any material contract to which the Company or any of its subsidiaries is a party or by which it or any of its properties or assets may be bound, or (iv)\u00a0result in the creation of any material Lien on any property or asset of the Company or any of its subsidiaries, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right of purchase, termination, amendment, acceleration or cancellation, loss of any benefit, or payment that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole.", "references": ["Interests", "Waivers", "Terms", "Definitions", "Effectiveness", "Indemnity", "Terminations", "Modifications", "Records", "Cooperation", "Publicity", "Existence", "Use Of Proceeds", "Effective Dates", "Venues", "Representations", "Death", "Submission To Jurisdiction", "Positions", "Survival", "Sanctions", "Non-Disparagement", "Vesting", "Change In Control", "Defined Terms", "Closings", "Binding Effects", "Duties", "Liens", "Taxes", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "If the dispute is not resolved by mediation pursuant to Section 15.19(b) , or if the parties fail to agree upon a mediator, within ninety (90) days after the Dispute Notice, the dispute shall be settled by arbitration conducted in Austin, Texas which shall be in accordance with the rules and procedures of the American Arbitration Association, and, to the maximum extent applicable, the Federal Arbitration Act (Title 9 of the United States Code). The arbitration of such issues, including the written determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon all parties. The arbitrator shall be empowered to impose sanctions and to take such other actions as the arbitrator shall deem necessary to the same extent a judge could pursuant to the Federal or Texas Rules of Civil Procedure and applicable law. Notwithstanding the foregoing, the arbitrator shall not be authorized to award punitive damages with respect to any such claim or controversy, nor shall any party seek punitive damages relating to any matter under, arising out of or relating to this Agreement in any other forum. Except as otherwise set forth in this Agreement, the cost of any arbitration hereunder, including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees involved including reasonable attorneys\u2019 fees incurred by the party determined by the arbitrator to be the prevailing party shall be paid by the party determined by the arbitrator not to be the prevailing party, or otherwise allocated in an equitable manner as determined by the arbitrator. The parties shall instruct the arbitrator to render its decision no later than ninety (90) days after the submission of the dispute.", "references": ["Forfeitures", "Authorizations", "Organizations", "Venues", "Existence", "Cooperation", "Consents", "Vesting", "Adjustments", "Expenses", "Remedies", "Terminations", "Headings", "Brokers", "Withholdings", "Litigations", "Further Assurances", "Intellectual Property", "Base Salary", "Change In Control", "Transactions With Affiliates", "Approvals", "Amendments", "Modifications", "Counterparts", "Interpretations", "Non-Disparagement", "Payments", "Terms", "Enforceability", "Arbitration"], "gold": ["Arbitration"]}
+{"input": "All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent\u2019s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent\u2019s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender\u2019s Lending Office. All payments received by the Administrative Agent (i)\u00a0after 2:00 p.m., in the case of payments in Dollars, or (ii)\u00a0after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.", "references": ["Sales", "Base Salary", "Records", "Intellectual Property", "Expenses", "Headings", "Tax Withholdings", "Fees", "Taxes", "Positions", "No Defaults", "Notices", "Brokers", "Employment", "Interests", "Agreements", "Adjustments", "Submission To Jurisdiction", "Successors", "Severability", "Duties", "Specific Performance", "Costs", "Defined Terms", "Sanctions", "Authority", "Confidentiality", "Assignments", "Use Of Proceeds", "Non-Disparagement", "General"], "gold": ["General"]}
+{"input": "Pending any required public disclosure by the Company and subject to applicable legal requirements and the terms of this Agreement, the Parties will maintain the confidentiality of details contained in all notices and other communications regarding a prospective sale of securities hereunder.", "references": ["Withholdings", "Binding Effects", "Agreements", "Titles", "Assignments", "Compliance With Laws", "Representations", "Successors", "Participations", "Vesting", "Consent To Jurisdiction", "Qualifications", "Disclosures", "Definitions", "Transactions With Affiliates", "Taxes", "Enforcements", "Entire Agreements", "Enforceability", "Tax Withholdings", "Indemnity", "Cooperation", "Notices", "Powers", "Jurisdictions", "Use Of Proceeds", "Indemnifications", "Vacations", "Severability", "Benefits", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "The Company may amend the Plan at any time; provided, however, that no amendment shall adversely affect the rights of any Participant or Beneficiary acquired under the terms of the Plan as in effect prior to the amendment without the prior written consent of the Participant or Beneficiary.", "references": ["Death", "Vacations", "Approvals", "Solvency", "Brokers", "Terminations", "Forfeitures", "Expenses", "No Defaults", "Survival", "Disability", "Books", "Erisa", "Integration", "Entire Agreements", "Agreements", "Indemnifications", "Adjustments", "Further Assurances", "Positions", "Notices", "Compliance With Laws", "Participations", "Benefits", "Terms", "Taxes", "Interpretations", "Arbitration", "Cooperation", "Assigns", "Amendments"], "gold": ["Amendments"]}
+{"input": "For a period of one (1)\u00a0year following termination of Executive\u2019s employment for any reason, Executive agrees to cooperate in good faith with the Company and to be reasonably available to the Company with respect to continuing or future matters arising out of Executive\u2019s services to the Company and its Affiliates in exchange for compensation at an hourly rate of one hundred dollars ($100.00), provided, however, that the Executive shall provide such cooperation at no additional charge to the Company during any periods in which Executive is receiving compensation from the Company pursuant to Sections 4.c.ii., or 4.f. Upon termination, Executive shall promptly return to the Company all property of the Company and its Affiliates, whether tangible or intangible, which she possessed or had control over at any time during the employment relationship, including, without limitation, credit cards, building and office access cards, keys, computer equipment, cell phones, electronic devices, manuals, files, documents, records, software, customer database and other data, research, financial data and information, correspondence, statistics and payroll and other data, and any copies, compilations, extracts, excerpts, summaries and other notes thereof or relating thereto.", "references": ["Modifications", "Submission To Jurisdiction", "Organizations", "Duties", "Costs", "Litigations", "Liens", "Enforceability", "Taxes", "Confidentiality", "No Conflicts", "Headings", "Titles", "Adjustments", "No Defaults", "Terms", "Capitalization", "Sanctions", "Waivers", "Representations", "Payments", "Base Salary", "Qualifications", "Change In Control", "Releases", "Compliance With Laws", "Expenses", "Death", "Survival", "Construction", "Cooperation"], "gold": ["Cooperation"]}
+{"input": "Service Provider shall be responsible for all (i)\u00a0income taxes resulting from amounts paid or payable to it under this Agreement, (ii)\u00a0employment taxes and social security payments relating to its own employees, and (iii)\u00a0all other taxes incurred by Service Provider that do not constitute Owner Group Costs. For the avoidance of doubt, Service Provider, and not Owner, shall treat the providers of services under this Agreement as employees for tax purposes.", "references": ["Employment", "Confidentiality", "Capitalization", "Approvals", "Submission To Jurisdiction", "Venues", "Enforcements", "Terms", "Records", "Titles", "Qualifications", "Costs", "Authority", "Withholdings", "Disability", "Litigations", "Sanctions", "Death", "Effectiveness", "Consents", "Entire Agreements", "Specific Performance", "Binding Effects", "Governing Laws", "Liens", "Amendments", "Assignments", "Terminations", "Anti-Corruption Laws", "Indemnity", "Taxes"], "gold": ["Taxes"]}
+{"input": "Each Partner represents and warrants that such Partner is duly authorized to execute, deliver and perform its obligations under this Agreement and that the Person, if any, executing this Agreement on behalf of such Partner is duly authorized to do so and that this Agreement is binding on and enforceable against such Partner in accordance with its terms.", "references": ["Waivers", "Binding Effects", "Consents", "Intellectual Property", "Participations", "Defined Terms", "Expenses", "No Conflicts", "Sanctions", "Non-Disparagement", "Miscellaneous", "Jurisdictions", "Adjustments", "Definitions", "General", "Arbitration", "Governing Laws", "Enforceability", "Specific Performance", "Waiver Of Jury Trials", "Anti-Corruption Laws", "No Defaults", "Disability", "Approvals", "Submission To Jurisdiction", "Interpretations", "No Waivers", "Severability", "Interests", "Disclosures", "Representations"], "gold": ["Representations"]}
+{"input": "All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: if to the Company, to: 10615 Professional Circle, Reno NV, 89521, and (ii) if to the Holder, to the address and facsimile number listed on the first paragraph of this Warrant.", "references": ["Forfeitures", "Organizations", "Vacations", "Terminations", "Liens", "Arbitration", "Further Assurances", "Duties", "Erisa", "Existence", "Payments", "Disclosures", "Publicity", "Tax Withholdings", "Disability", "Taxes", "Positions", "Venues", "Waiver Of Jury Trials", "Employment", "Use Of Proceeds", "Enforceability", "Severability", "Specific Performance", "Effective Dates", "Titles", "Costs", "Approvals", "Interpretations", "Financial Statements", "Notices"], "gold": ["Notices"]}
+{"input": "MELTEC has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of MELTEC.", "references": ["Remedies", "Indemnity", "Liens", "Modifications", "Assignments", "Submission To Jurisdiction", "Change In Control", "Payments", "Severability", "Erisa", "Integration", "Benefits", "Terminations", "Representations", "Sales", "General", "Effective Dates", "Non-Disparagement", "Fees", "Use Of Proceeds", "Publicity", "Indemnifications", "Closings", "No Defaults", "Amendments", "Litigations", "Transactions With Affiliates", "Binding Effects", "Tax Withholdings", "Death", "Authority"], "gold": ["Authority"]}
+{"input": "This Agreement is subject to the terms and conditions of the Plan, as the Plan may be from time to time amended.\u00a0\u00a0The provisions of the Plan are incorporated herein by reference, and the capitalized terms used but undefined herein shall have the same meanings as set forth in the Plan.\u00a0\u00a0The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.\u00a0\u00a0Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.", "references": ["Jurisdictions", "Existence", "Compliance With Laws", "Venues", "No Defaults", "Vesting", "Agreements", "No Waivers", "Adjustments", "Severability", "Warranties", "Authorizations", "Amendments", "Intellectual Property", "Integration", "Solvency", "Submission To Jurisdiction", "Terms", "Cooperation", "Books", "Governing Laws", "Effective Dates", "Powers", "Titles", "Expenses", "No Conflicts", "Interests", "Enforceability", "Survival", "Releases", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "Each Borrower shall, and shall cause each of its Subsidiaries to, permit the Banks, through the Administrative Agent or any of the Banks\u2019 other designated representatives, to visit and inspect any of the properties of such Borrower or any of its Subsidiaries, to examine the books of account of such Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances, and accounts of such Borrower and its Subsidiaries with, and to be advised as to the same by, its and their officers, all at such reasonable times and intervals as the Administrative Agent or any Bank may request. The costs incurred by the Administrative Agent and the Banks in connection with any such inspection shall be borne by the Banks making or requesting the inspection (or, if the Administrative Agent makes an inspection on its own initiative after notice to the Banks, by the Banks jointly, on a pro rata basis according to their Outstanding Loans or, if no Loans are Outstanding, their respective Commitments), except as otherwise provided by Section 15(e). Any data and information that is obtained by the Administrative Agent or any Bank pursuant to this Section 6.7.1 shall be held subject to Section 20.", "references": ["Counterparts", "Duties", "Integration", "Further Assurances", "Employment", "Survival", "Waiver Of Jury Trials", "Disability", "Definitions", "Vesting", "Withholdings", "Intellectual Property", "Interpretations", "Subsidiaries", "Submission To Jurisdiction", "Enforcements", "No Waivers", "Use Of Proceeds", "Notices", "Indemnity", "Assignments", "Arbitration", "Disclosures", "Closings", "Jurisdictions", "Applicable Laws", "Sales", "Successors", "Enforceability", "Change In Control", "General"], "gold": ["General"]}
+{"input": "The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.", "references": ["Cooperation", "Construction", "Tax Withholdings", "Enforcements", "Capitalization", "Integration", "Titles", "Publicity", "Compliance With Laws", "Sales", "Effectiveness", "Terminations", "Benefits", "Counterparts", "Brokers", "Binding Effects", "Participations", "Headings", "Employment", "Waiver Of Jury Trials", "Taxes", "Intellectual Property", "Amendments", "Consents", "Liens", "Interests", "Fees", "Adjustments", "Erisa", "Sanctions", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.", "references": ["Use Of Proceeds", "Consents", "Financial Statements", "Duties", "Confidentiality", "Applicable Laws", "Intellectual Property", "Successors", "Assignments", "Liens", "Headings", "Litigations", "Death", "Venues", "Agreements", "Anti-Corruption Laws", "Representations", "Publicity", "Powers", "Modifications", "Defined Terms", "Solvency", "Construction", "Disclosures", "Severability", "Expenses", "Disability", "Benefits", "Change In Control", "Governing Laws", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement and, as applicable, the other Transaction Agreements, constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement.", "references": ["Compliance With Laws", "Defined Terms", "Modifications", "Tax Withholdings", "Amendments", "Titles", "Powers", "Disclosures", "Sanctions", "Base Salary", "Insurances", "Capitalization", "Vacations", "Brokers", "Assignments", "Non-Disparagement", "Payments", "Waivers", "Positions", "Severability", "Construction", "Enforceability", "Taxes", "Integration", "Disability", "Forfeitures", "Assigns", "Intellectual Property", "Binding Effects", "Death", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "This Agreement (together with the applicable Subscription Agreement and the Registration Rights Agreement) constitutes the entire understanding and agreement between the parties with respect to the DTI Securities owned by the New Class\u00a0C Stockholders and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto; provided that, for the avoidance of doubt, the Original Agreement shall continue to have full force and effect with respect to matters addressed therein for periods prior to the effectiveness of this Agreement. In the event of any inconsistency between this Agreement and any document executed or delivered to effect the purposes of this Agreement, including the Organizational Documents of any Person, this Agreement shall govern as among the parties hereto. Each of the parties hereto shall exercise all voting and other rights and powers available to it so as to give effect to the provisions of this Agreement and, if necessary, to procure (so far as it is able to do so) any required amendment to the Company\u2019s and/or its Subsidiaries\u2019 Organizational Documents, in order to cure any such inconsistency.", "references": ["Capitalization", "Withholdings", "Qualifications", "Use Of Proceeds", "Waivers", "Enforcements", "Existence", "Warranties", "Notices", "Modifications", "Adjustments", "Consent To Jurisdiction", "Indemnity", "Vacations", "Litigations", "Records", "Liens", "Employment", "Applicable Laws", "Fees", "No Conflicts", "Agreements", "Anti-Corruption Laws", "Duties", "Survival", "Participations", "Effective Dates", "Disability", "Payments", "Disclosures", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The waiver by either Party of any right hereunder or the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise. The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by Applicable Law or otherwise available, except as expressly set forth herein.", "references": ["Organizations", "Confidentiality", "Effective Dates", "Assigns", "Counterparts", "Agreements", "Vacations", "Publicity", "Specific Performance", "Litigations", "Compliance With Laws", "Enforceability", "Consents", "Non-Disparagement", "Definitions", "Capitalization", "Enforcements", "Anti-Corruption Laws", "Venues", "Cooperation", "Approvals", "Entire Agreements", "General", "Amendments", "Expenses", "Assignments", "Successors", "Use Of Proceeds", "Costs", "Intellectual Property", "Waivers"], "gold": ["Waivers"]}
+{"input": "All notices and other communications provided for or permitted hereunder shall be made as set forth in Section\u00a07.4 of the Purchase Agreement.", "references": ["Integration", "Benefits", "Forfeitures", "Successors", "Representations", "Jurisdictions", "Capitalization", "Records", "Tax Withholdings", "Disclosures", "Binding Effects", "Construction", "Counterparts", "Waivers", "Enforceability", "Death", "Authorizations", "Anti-Corruption Laws", "Effective Dates", "Sales", "Confidentiality", "Fees", "Solvency", "Terminations", "Definitions", "Entire Agreements", "Indemnity", "Enforcements", "Arbitration", "Erisa", "Notices"], "gold": ["Notices"]}
+{"input": "All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. The various methods and manner by which tax withholding may be satisfied are set forth in Section 8.4 of the Plan.\u00a0 If the Participant is subject to Section 16 (an \"Insider\"), of the Securities Exchange Act of 1934 (\"Exchange Act\"), any surrender of previously owned shares to satisfy tax withholding obligations arising under an Award must comply with the requirements of Rule 16b-3 promulgated under the Exchange Act (\"Rule 16b-3\").", "references": ["Counterparts", "Change In Control", "Representations", "Severability", "Vacations", "Litigations", "Powers", "Indemnifications", "Assignments", "Specific Performance", "Death", "Survival", "No Conflicts", "Consent To Jurisdiction", "Liens", "Qualifications", "Authorizations", "Capitalization", "Amendments", "Subsidiaries", "Transactions With Affiliates", "Disclosures", "Enforcements", "Sanctions", "Taxes", "Confidentiality", "Interests", "Assigns", "Applicable Laws", "No Waivers", "Tax Withholdings"], "gold": ["Tax Withholdings"]}
+{"input": "Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company\u2019s debt (other than payment of trade payables in the ordinary course of the Company\u2019s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, or (c) in violation of FCPA or OFAC regulations.", "references": ["Taxes", "Vesting", "Adjustments", "Specific Performance", "Terminations", "Venues", "Participations", "Indemnity", "No Conflicts", "Titles", "Approvals", "Amendments", "Agreements", "Expenses", "Defined Terms", "Insurances", "Effectiveness", "Construction", "Qualifications", "Survival", "Arbitration", "Assigns", "Cooperation", "Interests", "Publicity", "Subsidiaries", "Closings", "Tax Withholdings", "Authority", "Transactions With Affiliates", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Except as set forth in Schedule 3(p) , none of the officers, directors or employees of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries, any corporation, partnership, trust or other Person in which any such officer, director, or employee has a substantial interest or is an employee, officer, director, trustee or partner.", "references": ["Survival", "Headings", "Base Salary", "Specific Performance", "Effective Dates", "Severability", "Submission To Jurisdiction", "Binding Effects", "Interests", "Authority", "Powers", "Terms", "Effectiveness", "No Waivers", "Withholdings", "Insurances", "Sanctions", "Assigns", "Solvency", "Defined Terms", "Organizations", "Arbitration", "Agreements", "Books", "Miscellaneous", "Use Of Proceeds", "Anti-Corruption Laws", "Enforceability", "Authorizations", "Employment", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.\u00a0\u00a0 The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company.\u00a0 All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading.\u00a0 The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.", "references": ["Solvency", "Applicable Laws", "Withholdings", "Entire Agreements", "Effectiveness", "Vesting", "Arbitration", "Tax Withholdings", "Notices", "Terminations", "Interpretations", "Governing Laws", "Terms", "Taxes", "Successors", "Assigns", "Change In Control", "Employment", "Liens", "Insurances", "Submission To Jurisdiction", "No Conflicts", "Adjustments", "Subsidiaries", "Erisa", "Sanctions", "Sales", "Amendments", "No Defaults", "Vacations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "SAL is a corporation duly organized, existing and in good standing under the laws of Hong Kong, with full power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as it is currently conducted. \u00a0SAL is duly qualified to do business and is in good standing in each jurisdiction where its activities would require qualification, except where the failure to qualify would not have a material adverse effect upon SAL's business or financial condition, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (\"SAL Material Adverse Effect\"). \u00a0SAL is not in default of any provision of its Certificate of Incorporation, Bylaws or other agreements relating to corporate governance or organization. ZZLL is a corporation duly organized, existing and in good standing under the laws of the State of Nevada with full power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as it is currently conducted. \u00a0ZZLL is duly qualified to do business and is in good standing in each jurisdiction where its activities would require qualification, except where the failure to qualify would not have a material adverse effect upon ZZLL's business or financial condition, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (\"ZZLL Material Adverse Effect\"). \u00a0ZZLL is not in default of any provision of its Certificate of Incorporation, Bylaws or other agreements relating to corporate governance or organization.", "references": ["Integration", "No Defaults", "Vesting", "Modifications", "Death", "Tax Withholdings", "Positions", "Sanctions", "Authorizations", "Forfeitures", "Waiver Of Jury Trials", "Records", "Adjustments", "Erisa", "Taxes", "Capitalization", "Anti-Corruption Laws", "Powers", "Effective Dates", "Enforceability", "Books", "Liens", "Confidentiality", "Interests", "Arbitration", "Applicable Laws", "Base Salary", "Survival", "Existence", "Terminations", "Organizations"], "gold": ["Organizations"]}
+{"input": "The Franchisee shall indemnify and hold the Franchisor, its affiliates and their respective agents and employees harmless from all claims, actions, suits, damages, costs and expenses in relation to or arising out of the breach of any representations, warranties, covenants and obligations of the Franchisee as set out in this Agreement. The indemnification rights of the Franchisor shall be without prejudice to, and independent of any other rights and remedies that the Franchisor may have at law or in equity, including the right to seek specific performance, injunctive relief or restitution, none of which rights or remedies shall be affected or diminished thereby. The provisions of this Section 7.3 shall survive the termination of this Agreement.", "references": ["Vesting", "Waiver Of Jury Trials", "Closings", "Consents", "Successors", "Sales", "Further Assurances", "Consent To Jurisdiction", "Change In Control", "Warranties", "Capitalization", "Insurances", "Existence", "Confidentiality", "Survival", "Interests", "No Waivers", "Costs", "Death", "Use Of Proceeds", "Venues", "Transactions With Affiliates", "Terminations", "Employment", "Qualifications", "Erisa", "Duties", "Sanctions", "Positions", "Jurisdictions", "Indemnity"], "gold": ["Indemnity"]}
+{"input": "Upon termination of Executive due to Disability, the Company shall pay or provide Executive: (i)\u00a0any unpaid Salary through the date of termination and any accrued vacation in accordance with Company policy; (ii)\u00a0reimbursement for any unreimbursed expenses incurred through the date of termination; and (iii) any payments due under the Bonus as described in Section 4(c); and (iv)\u00a0as and when due thereunder, all other payments, benefits or fringe benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, the \u201c Accrued Amounts \u201d).", "references": ["Sanctions", "Intellectual Property", "Waivers", "Terminations", "Books", "Base Salary", "Benefits", "Enforcements", "Releases", "Qualifications", "Survival", "Change In Control", "Authorizations", "Modifications", "Construction", "Notices", "No Defaults", "Effective Dates", "Taxes", "Costs", "Adjustments", "Effectiveness", "Specific Performance", "Publicity", "Definitions", "Indemnity", "Compliance With Laws", "Solvency", "Payments", "Indemnifications", "Disability"], "gold": ["Disability"]}
+{"input": "Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Vice President of Human Resources of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant's address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.", "references": ["Arbitration", "Enforceability", "Participations", "Assignments", "Insurances", "Submission To Jurisdiction", "Miscellaneous", "Disability", "Vesting", "Non-Disparagement", "Liens", "Fees", "Taxes", "Anti-Corruption Laws", "Cooperation", "Adjustments", "Intellectual Property", "Solvency", "Applicable Laws", "Disclosures", "Change In Control", "Definitions", "Authority", "Indemnifications", "Powers", "Agreements", "Integration", "Successors", "Death", "Governing Laws", "Notices"], "gold": ["Notices"]}
+{"input": "The Executive shall be entitled to vacation in accordance with the Corporation\u2019s vacation or paid time off policy as in effect from time to time for employees of the Corporation at the Chief Officer Level.", "references": ["Closings", "Benefits", "Authorizations", "Change In Control", "Qualifications", "Integration", "Financial Statements", "Amendments", "Remedies", "Employment", "Forfeitures", "Publicity", "Applicable Laws", "Adjustments", "Interpretations", "Capitalization", "Anti-Corruption Laws", "Costs", "Non-Disparagement", "Powers", "Records", "Erisa", "Warranties", "Vesting", "Binding Effects", "Liens", "Notices", "Tax Withholdings", "Representations", "Subsidiaries", "Vacations"], "gold": ["Vacations"]}
+{"input": "Except as otherwise expressly provided in this Agreement (including to the extent this Agreement incorporates by reference provisions of the Employment Agreement and any continuing post-employment obligations therein), any prior agreement (whether written or oral) between the parties with respect to the subject matter of this Agreement is null and void, as this Agreement expresses the entire agreement of the parties with respect to its subject matter. This Agreement may only be modified in writing signed by both parties.", "references": ["Qualifications", "Modifications", "Anti-Corruption Laws", "Positions", "Taxes", "Use Of Proceeds", "Change In Control", "Expenses", "Powers", "Definitions", "Binding Effects", "Withholdings", "Releases", "Erisa", "Sanctions", "Defined Terms", "Costs", "General", "Forfeitures", "Construction", "Governing Laws", "Vacations", "Amendments", "Agreements", "Records", "Organizations", "Books", "No Waivers", "Enforceability", "Notices", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The Company will use the proceeds from the sale of the Securities (excluding amounts paid by the Company for fees as set forth in the Financing Agreements) for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the board of directors, in its good faith deem to be in the best interest of the Company.", "references": ["Applicable Laws", "Definitions", "Assignments", "Positions", "Non-Disparagement", "Powers", "Governing Laws", "Erisa", "Organizations", "Waivers", "Counterparts", "Withholdings", "Interests", "Brokers", "Assigns", "Submission To Jurisdiction", "Disability", "Intellectual Property", "Litigations", "Authorizations", "Indemnifications", "Enforcements", "Entire Agreements", "Insurances", "Books", "Severability", "Consent To Jurisdiction", "Benefits", "Costs", "Consents", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "Except as would not have a Material Adverse Effect: (i)\u00a0each Loan Party and each ERISA Affiliate is in compliance with the applicable provisions of ERISA and of the Code relating to Plans; (ii)\u00a0no Reportable Event or non-exempt Prohibited Transaction has occurred or is reasonably expected to occur with respect to any Plan; (iii)\u00a0there has been no determination that any Single Employer Plan is, or is expected to be, in \u201cat risk\u201d status (within the meaning of Section\u00a0430 of the Code or Section\u00a0303 of ERISA); (iv) no Lien in favor of the PBGC or any Single Employer Plan has been imposed upon any Loan Party or any ERISA Affiliate that remains unsatisfied; (v)\u00a0no Loan Party and no ERISA Affiliate has received from the PBGC or a plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under Section\u00a04042 of ERISA; (vi)\u00a0no Loan Party and no ERISA Affiliate has incurred any Withdrawal Liability that remains unsatisfied; and (vii)\u00a0no Loan Party and no ERISA Affiliate has received any notice concerning the imposition of Withdrawal Liability or any determination that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization, terminated or in \u201cendangered\u201d or \u201ccritical\u201d status (within the meaning of Section\u00a0432 of the Code or Section\u00a0305 of ERISA).", "references": ["Approvals", "Change In Control", "Disability", "No Waivers", "Transactions With Affiliates", "Definitions", "Interests", "Publicity", "Withholdings", "Assignments", "Tax Withholdings", "Miscellaneous", "Forfeitures", "Governing Laws", "Financial Statements", "Subsidiaries", "Assigns", "Consents", "Effective Dates", "Liens", "Solvency", "Positions", "No Defaults", "Closings", "Fees", "Consent To Jurisdiction", "Integration", "Enforcements", "Agreements", "Terminations", "Erisa"], "gold": ["Erisa"]}
+{"input": "This First Amendment may be executed in one or more counterparts and on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this First Amendment may be given by facsimile, PDF format or other electronic transmission, and such signatures shall be fully binding on the party sending the same.", "references": ["Waiver Of Jury Trials", "Assignments", "Tax Withholdings", "Venues", "Powers", "Forfeitures", "Terms", "Vacations", "Records", "Change In Control", "Indemnity", "Interpretations", "Confidentiality", "Expenses", "Death", "Miscellaneous", "Entire Agreements", "Releases", "No Waivers", "Construction", "Capitalization", "Authorizations", "Defined Terms", "Qualifications", "Applicable Laws", "Transactions With Affiliates", "Enforceability", "Books", "Adjustments", "Participations", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Except as provided in Section \u00a02.14 with respect to Incremental Term Loans incurred to finance a Limited Condition Acquisition, at the time of each such Credit Event and also immediately after giving effect thereto, there shall exist no Default or Event of Default.", "references": ["Closings", "Subsidiaries", "Authorizations", "Jurisdictions", "Fees", "Confidentiality", "Assignments", "Employment", "Terminations", "Qualifications", "Amendments", "Approvals", "Liens", "Notices", "Sanctions", "Interpretations", "Indemnifications", "Headings", "Consents", "Tax Withholdings", "Assigns", "Miscellaneous", "Use Of Proceeds", "Sales", "Payments", "Books", "Withholdings", "Arbitration", "Costs", "Titles", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "The amendments set forth in Section 1 shall be effective as of March 1, 2018.", "references": ["Enforceability", "Existence", "Transactions With Affiliates", "Disclosures", "Applicable Laws", "Compliance With Laws", "Subsidiaries", "Books", "Counterparts", "Qualifications", "Duties", "Effective Dates", "Survival", "Jurisdictions", "Headings", "Miscellaneous", "Vacations", "No Conflicts", "Consent To Jurisdiction", "Financial Statements", "Capitalization", "No Defaults", "Construction", "Cooperation", "Publicity", "Remedies", "Assignments", "Participations", "Expenses", "Powers", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "All information (other than periodic reports filed by Borrower with the Securities and Exchange Commission) disclosed by Borrower to Collateral Agent or Lender in writing or through inspection pursuant to this Agreement that is marked confidential shall be considered confidential. Collateral Agent and Lender agrees to use the same degree of care to safeguard and prevent disclosure of such confidential information as Collateral Agent and Lender uses with its own confidential information, but in any event no less than a reasonable degree of care. Neither Collateral Agent nor Lender shall disclose such information to any third party (other than (a) to another party hereto, (b) to Collateral Agent\u2019s or Lender\u2019s members, partners, attorneys, governmental regulators (including any self-regulatory authority) or auditors, (c) to Collateral Agent\u2019s or Lender\u2019s subsidiaries and affiliates, (d) on a confidential basis, to any rating agency, (e) to prospective transferees and purchasers of the Loans or any actual or prospective party (or its Affiliates) to any swap, derivative or other transaction under which payments are to be made by reference to the Obligations, Borrower, any Loan Document or any payment thereunder, all subject to the same confidentiality obligation set forth herein or (f) as required by law, regulation, subpoena or other order to be disclosed) and shall use such information only for purposes of evaluation of its investment in Borrower and the exercise of Collateral Agent\u2019s or Lender\u2019s rights and the enforcement of its remedies under this Agreement and the other Loan Documents. The obligations of confidentiality shall not apply to any information that (i) was known to the public prior to disclosure by Borrower under this Agreement, (ii) becomes known to the public through no fault of Collateral Agent or Lender, (iii) is disclosed to Collateral Agent or Lender on a non-confidential basis by a third party or (iv) is independently developed by Collateral Agent or Lender. Notwithstanding the foregoing, Collateral Agent\u2019s and Lender\u2019s agreement of confidentiality shall not apply if Collateral Agent or Lender has acquired indefeasible title to any Collateral or in connection with any enforcement or exercise of Collateral Agent\u2019s or Lender\u2019s rights and remedies under this Agreement following an Event of Default, including the enforcement of Collateral Agent\u2019s and Lender\u2019s security interest in the Collateral.", "references": ["Sales", "Counterparts", "Waiver Of Jury Trials", "Terms", "Withholdings", "Organizations", "Severability", "Liens", "No Defaults", "Integration", "Effectiveness", "Consents", "Applicable Laws", "Records", "Indemnifications", "Subsidiaries", "Books", "Cooperation", "Binding Effects", "No Conflicts", "Releases", "Existence", "Specific Performance", "Venues", "Jurisdictions", "Remedies", "Publicity", "Authorizations", "Vacations", "Participations", "Confidentiality"], "gold": ["Confidentiality"]}
+{"input": "This Agreement shall be terminated, as to the Purchaser hereunder only and without any effect whatsoever on the obligations between the Company and any other Purchaser, if the Closing has not been consummated within ten business days; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).", "references": ["Indemnifications", "Agreements", "Disability", "Miscellaneous", "Subsidiaries", "Releases", "Forfeitures", "Taxes", "Sanctions", "Approvals", "Brokers", "Benefits", "Effectiveness", "Indemnity", "No Defaults", "Positions", "Governing Laws", "Authorizations", "Books", "Tax Withholdings", "Sales", "Entire Agreements", "Death", "Solvency", "General", "Effective Dates", "Construction", "Severability", "Definitions", "Expenses", "Terminations"], "gold": ["Terminations"]}
+{"input": "THIS WARRANT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.", "references": ["Indemnity", "Publicity", "Integration", "Authority", "Fees", "Powers", "Modifications", "Brokers", "Duties", "Indemnifications", "Specific Performance", "Sanctions", "Liens", "Defined Terms", "Anti-Corruption Laws", "Assignments", "Compliance With Laws", "Employment", "Authorizations", "Confidentiality", "Change In Control", "Counterparts", "Terminations", "Consents", "Construction", "Miscellaneous", "Consent To Jurisdiction", "Capitalization", "Organizations", "Notices", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "This Agreement has been duly executed and delivered by the Borrower and subject to the completion of any summary approval procedure under the Irish Companies Act, constitutes, and each other Loan Document when executed and delivered by each Loan Party party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors\u2019 rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.", "references": ["Capitalization", "Binding Effects", "Modifications", "Taxes", "Subsidiaries", "Severability", "No Conflicts", "Notices", "Integration", "Approvals", "Disability", "Applicable Laws", "Insurances", "Adjustments", "Jurisdictions", "Anti-Corruption Laws", "Payments", "Terms", "Releases", "Forfeitures", "Agreements", "Liens", "Successors", "Enforcements", "Financial Statements", "Withholdings", "Indemnity", "Effective Dates", "Erisa", "Headings", "Enforceability"], "gold": ["Enforceability"]}
+{"input": "Sublessee shall not be entitled to sublet or assign all or any part of its interest in the Subleased Premises without the prior written consent of Landlord per the terms of the Primary Lease, which shall not be unreasonably withheld or delayed. Regardless of any assignment or sublease hereof, Sublessee shall at all times remain fully responsible and liable for compliance with its obligations under the terms of this Sublease.", "references": ["Entire Agreements", "Assigns", "Vacations", "Intellectual Property", "Base Salary", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Transactions With Affiliates", "Representations", "Change In Control", "Defined Terms", "Brokers", "Arbitration", "Forfeitures", "Payments", "No Defaults", "Taxes", "Powers", "Existence", "Adjustments", "Positions", "Use Of Proceeds", "Employment", "Effective Dates", "Organizations", "Participations", "Vesting", "Erisa", "Death", "Applicable Laws", "Assignments"], "gold": ["Assignments"]}
+{"input": "Except for the obligations undertaken in this letter agreement, you hereby fully and forever release and discharge Diodes and its current and former parents, subsidiaries , affiliates, divisions, employees, trustees, fiduciaries, insurers, officers, directors, investors, shareholders, owners, attorneys, agents, successors, assignees, benefit plans, and representatives ( \u201c Releasees \u201d ) from any and all claims, actions, suits, losses, rights, damages , costs, fees, expenses, accounts, demands, obligations, liabilities, and causes of action of every character, nature, kind or description whatsoever, known or unknown, foreseen or unforeseen, and suspected or U nsuspected, arising out of, or relating to, any act or omission, whatsoever arising from, occurring during or related in any manner to your performance of work for Diodes, as well as the cessation of your performance of work for Diodes, including , without limitation, those arising out the Employee Retirement Income Security Act of 1974, as amended; Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment in employment based on race, color, national origin, religion and sex; the Family and Medical Leave Act; the Sarbanes-Oxley Act; the Fair Labor Standards Act; the Americans with Disabilities Act, which prohibits discrimination based upon disability or handicap; the Age Discrimination in Employment Act; the California Fair Employment and Housing Act; and/or any other federal, state or local laws, common law, or regulations prohibiting employment discrimination, harassment, and/or retaliation. This letter agreement also includes a release of any claim for breach of contract, wrongful termination, interference with contractual relations or economic advantage, defamation, misrepresentation, fraud, or wages. It is your intent to waive and release any and all claims that you have or may have against the Releasees as of the date of the execution of this letter agreement.", "references": ["Miscellaneous", "Anti-Corruption Laws", "Notices", "Disclosures", "Withholdings", "Publicity", "Duties", "Expenses", "No Defaults", "Payments", "Brokers", "Specific Performance", "Defined Terms", "Effective Dates", "Assigns", "Interpretations", "Change In Control", "Consent To Jurisdiction", "Powers", "Counterparts", "Disability", "Records", "Enforcements", "Cooperation", "Liens", "Submission To Jurisdiction", "Arbitration", "Tax Withholdings", "Death", "No Conflicts", "Releases"], "gold": ["Releases"]}
+{"input": "This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Notwithstanding anything herein to the contrary, each Class\u00a0B member of OMI is an intended third party beneficiary of this Agreement.", "references": ["Base Salary", "Closings", "Binding Effects", "Tax Withholdings", "Use Of Proceeds", "Authorizations", "Enforcements", "Change In Control", "Publicity", "Duties", "Consent To Jurisdiction", "Indemnifications", "Counterparts", "Financial Statements", "Miscellaneous", "Cooperation", "Qualifications", "Solvency", "Confidentiality", "Transactions With Affiliates", "Submission To Jurisdiction", "Terminations", "Releases", "Amendments", "Interests", "Waivers", "Authority", "Anti-Corruption Laws", "Compliance With Laws", "Construction", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "The parties agree that the Amended Lease Agreement is hereby amended and restated. The parties agree that (i) the terms and conditions of the Amended Lease Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, title, estates, interest, liabilities, duties, covenants, obligations and agreements among the parties accruing from and after the date hereof. The execution, delivery and effectiveness of this Lease shall not constitute a waiver of any covenant, agreement or obligation under the Amended Lease Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby.", "references": ["Change In Control", "Successors", "Applicable Laws", "Effectiveness", "Books", "Effective Dates", "Erisa", "Subsidiaries", "Headings", "Powers", "Titles", "Counterparts", "Agreements", "Use Of Proceeds", "Transactions With Affiliates", "Positions", "Construction", "Financial Statements", "Defined Terms", "Further Assurances", "Adjustments", "Intellectual Property", "Duties", "Tax Withholdings", "Base Salary", "Approvals", "Assignments", "Severability", "No Waivers", "Solvency", "Amendments"], "gold": ["Amendments"]}
+{"input": "This Agreement shall terminate and be of no further force or effect whatsoever on such date (the \u201c Expiration Date \u201d) as of the earlier of (a) the date and time that the Stock Purchase Agreement has been validly terminated pursuant to its terms or (b) the date of the Closing (as defined in the Stock Purchase Agreement); provided, however, that (i) Section 7 shall survive the termination of this Agreement, and (ii) the termination of this Agreement shall not relieve Stockholder from any liability for any inaccuracy in or breach of any representation, warranty, or covenant contained in this Agreement.", "references": ["Anti-Corruption Laws", "Waiver Of Jury Trials", "Agreements", "Payments", "No Conflicts", "Fees", "Approvals", "Enforcements", "Warranties", "Remedies", "Financial Statements", "Non-Disparagement", "Jurisdictions", "Construction", "Participations", "Indemnity", "Assignments", "Representations", "Severability", "General", "Entire Agreements", "Applicable Laws", "Enforceability", "Counterparts", "Disability", "Tax Withholdings", "Change In Control", "Consents", "Liens", "Benefits", "Terminations"], "gold": ["Terminations"]}
+{"input": "The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyer. \u00a0The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.", "references": ["Disclosures", "Fees", "Notices", "No Waivers", "Amendments", "Employment", "Severability", "Withholdings", "No Defaults", "Modifications", "Records", "Litigations", "Anti-Corruption Laws", "Cooperation", "Definitions", "Warranties", "Vacations", "Construction", "Powers", "Effectiveness", "Counterparts", "Financial Statements", "Submission To Jurisdiction", "Terms", "Waivers", "Assignments", "Interpretations", "Death", "Specific Performance", "Governing Laws", "Survival"], "gold": ["Survival"]}
+{"input": "Employee acknowledges and agrees that the covenant against competition and the covenant against disclosure contained in Paragraphs 15.A and 15.B, respectively, are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and confidential information of the Aflac Companies.", "references": ["Amendments", "Survival", "Enforceability", "Adjustments", "Forfeitures", "Approvals", "Powers", "Assigns", "Transactions With Affiliates", "Representations", "Successors", "Vesting", "Litigations", "Venues", "Disability", "Employment", "Assignments", "Records", "Authorizations", "Terminations", "Compliance With Laws", "Duties", "Fees", "Books", "Death", "Applicable Laws", "No Defaults", "Liens", "Interpretations", "Specific Performance", "Severability"], "gold": ["Severability"]}
+{"input": "If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is invalid or unenforceable in any jurisdiction, so long as no party is deprived of the benefits of this Agreement in any material respect: (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the extent and purpose of such invalid and unenforceable provision, and (ii) the remainder of this Agreement and the application of such provision to other Persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.", "references": ["Records", "Employment", "Vesting", "Specific Performance", "Payments", "Brokers", "Death", "Titles", "Benefits", "Headings", "Further Assurances", "Warranties", "Terms", "Remedies", "Enforcements", "Anti-Corruption Laws", "Integration", "Organizations", "Consents", "Cooperation", "Duties", "Intellectual Property", "Miscellaneous", "Powers", "Submission To Jurisdiction", "Successors", "Closings", "Insurances", "Governing Laws", "Representations", "Severability"], "gold": ["Severability"]}
+{"input": "Schedule \u00a07.6 sets forth, in each case as of the Agreement Date, the number of authorized shares of capital stock or similar equity interests of each of Holdings\u2019 Subsidiaries, the number of such shares or other interests that are outstanding, and the names of the record and beneficial owners of all such shares of Holdings\u2019 Subsidiaries. All such issued and outstanding shares or other interests are validly issued, fully paid and non-assessable, in each case, to the extent applicable.", "references": ["Miscellaneous", "Organizations", "Enforceability", "Compliance With Laws", "Further Assurances", "Use Of Proceeds", "Subsidiaries", "No Waivers", "Records", "Qualifications", "Adjustments", "Binding Effects", "Survival", "Cooperation", "Costs", "Agreements", "Withholdings", "Effectiveness", "Existence", "Consents", "Assigns", "Arbitration", "Severability", "Jurisdictions", "No Conflicts", "Fees", "Vacations", "Interpretations", "Participations", "Successors", "Capitalization"], "gold": ["Capitalization"]}
+{"input": "This Agreement shall become effective as of [\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0] (the \u201c Increase Effective Date \u201d), subject to (a)\u00a0the satisfaction of the conditions set forth in Section\u00a02.06(d) of the Credit Agreement and (b)\u00a0the Administrative Agent\u2019s receipt of counterparts of this Agreement duly executed on behalf of Existing Lender and the Borrower.", "references": ["Indemnifications", "Sales", "Fees", "Venues", "Applicable Laws", "Amendments", "Tax Withholdings", "Non-Disparagement", "Waivers", "Closings", "Jurisdictions", "Warranties", "Interpretations", "Terms", "Compliance With Laws", "Benefits", "Payments", "Authority", "Anti-Corruption Laws", "No Waivers", "Forfeitures", "Change In Control", "Notices", "Headings", "Indemnity", "Base Salary", "Releases", "Agreements", "General", "Submission To Jurisdiction", "Effectiveness"], "gold": ["Effectiveness"]}
+{"input": "This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the OPSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant.", "references": ["Sales", "Construction", "Financial Statements", "Terms", "Forfeitures", "Existence", "Cooperation", "Vacations", "Approvals", "Withholdings", "Costs", "Titles", "Venues", "Taxes", "Assigns", "Survival", "Integration", "Terminations", "Organizations", "Indemnifications", "Vesting", "Submission To Jurisdiction", "Miscellaneous", "Applicable Laws", "Fees", "Specific Performance", "Litigations", "Releases", "Closings", "Use Of Proceeds", "Entire Agreements"], "gold": ["Entire Agreements"]}
+{"input": "Except with respect to the Indebtedness set forth on Schedule III attached hereto, neither the Guarantor nor any of its Subsidiaries is in default under or with respect to any agreement, instrument or undertaking to which it is a party or by which it is bound in any respect which could reasonably be expected to have a Material Adverse Effect.\u00a0 No Series 2002-1 Early Amortization Event, Potential Series 2002-1 Early Amortization Event, Event of Default or Default has occurred and is continuing.", "references": ["Anti-Corruption Laws", "Qualifications", "Definitions", "Withholdings", "Authorizations", "Powers", "No Waivers", "Agreements", "Change In Control", "Venues", "Submission To Jurisdiction", "Base Salary", "Terminations", "Adjustments", "Forfeitures", "Costs", "Payments", "Effective Dates", "Cooperation", "Consent To Jurisdiction", "Interests", "Taxes", "Publicity", "Disclosures", "Solvency", "Records", "Tax Withholdings", "Notices", "Existence", "Applicable Laws", "No Defaults"], "gold": ["No Defaults"]}
+{"input": "Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by Administrative Agent. Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the Loan as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.", "references": ["Consents", "Miscellaneous", "Authority", "Integration", "Successors", "Use Of Proceeds", "Compliance With Laws", "Terminations", "Representations", "Cooperation", "Applicable Laws", "Consent To Jurisdiction", "Construction", "Waivers", "Defined Terms", "Forfeitures", "Records", "Financial Statements", "Adjustments", "Expenses", "Assignments", "Benefits", "Closings", "Costs", "Death", "Terms", "Positions", "Submission To Jurisdiction", "Specific Performance", "Enforcements", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement shall be interpreted under federal law if that law governs, and otherwise under the laws of the State of New York, without regard to its choice of law provisions. The parties hereto consent to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York as the forum and venue of any and all disputes arising hereunder.", "references": ["No Conflicts", "Waiver Of Jury Trials", "Confidentiality", "Employment", "Records", "Brokers", "Consent To Jurisdiction", "Further Assurances", "Waivers", "Terms", "Headings", "Vesting", "Subsidiaries", "Modifications", "Miscellaneous", "Effective Dates", "Consents", "Arbitration", "Amendments", "Participations", "Terminations", "Closings", "Authorizations", "Governing Laws", "Construction", "Litigations", "Cooperation", "Sales", "Change In Control", "No Waivers", "Applicable Laws"], "gold": ["Applicable Laws"]}
+{"input": "All payments made to or on behalf of the Executive under this Agreement will be reduced by any amount that the Company is required by law to withhold in advance payment of the Executive\u2019s federal, state and local income, wage and employment tax liability.", "references": ["Assignments", "Assigns", "Binding Effects", "Integration", "Sales", "No Defaults", "Erisa", "Insurances", "Indemnifications", "Payments", "Closings", "Use Of Proceeds", "Titles", "Anti-Corruption Laws", "Expenses", "Arbitration", "Change In Control", "Base Salary", "Existence", "Books", "Disability", "Enforceability", "Non-Disparagement", "Terminations", "Effective Dates", "Releases", "Authorizations", "Fees", "Liens", "Litigations", "Withholdings"], "gold": ["Withholdings"]}
+{"input": "The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the Conversion Shares and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the \u201cPrincipal Market \u201d) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of (ii) and (iii) for any conflict, default, right or violation that would not reasonably be expected to result in a Material Adverse Effect.", "references": ["General", "Subsidiaries", "Arbitration", "Modifications", "Consent To Jurisdiction", "Defined Terms", "Entire Agreements", "Terms", "Sanctions", "Sales", "No Defaults", "Construction", "Compliance With Laws", "Indemnifications", "Releases", "Successors", "Disability", "Miscellaneous", "Fees", "Enforcements", "Closings", "Taxes", "Insurances", "Warranties", "Integration", "Representations", "Payments", "Effectiveness", "Non-Disparagement", "Change In Control", "No Conflicts"], "gold": ["No Conflicts"]}
+{"input": "All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, and all notices and other communications expressly permitted hereunder to be given by telephone or electronic mail shall be made to the applicable telephone number or electronic mail address, as the case may be, if to any Grantor, addressed to it in care of the Borrower at the Borrower\u2019s address specified in Section \u00a010.02 of the Credit Agreement, if to the Administrative Agent, at its address specified in Section \u00a010.02 of the Credit Agreement or, in each case, to such other address, telecopier number, electronic mail address or telephone number as shall be designated by such party in a notice to other parties, as provided in Section \u00a010.02(d) of the Credit Agreement. All such notices and other communications shall be deemed to be given, made or effective at such time as shall be set forth in Section \u00a010.02 of the Credit Agreement.", "references": ["No Defaults", "Submission To Jurisdiction", "Construction", "Brokers", "Entire Agreements", "Non-Disparagement", "No Conflicts", "Binding Effects", "Organizations", "Counterparts", "Sales", "Remedies", "Severability", "Terms", "Intellectual Property", "Governing Laws", "Consent To Jurisdiction", "Records", "Death", "Venues", "Confidentiality", "Taxes", "Vesting", "Amendments", "Terminations", "Miscellaneous", "Effectiveness", "Expenses", "No Waivers", "Sanctions", "Notices"], "gold": ["Notices"]}
+{"input": "This Agreement shall be governed by and construed under the laws of the State of Georgia without regard to conflicts-of-law principles that would require the application of any other law.", "references": ["Vesting", "Remedies", "Consents", "Employment", "General", "Adjustments", "Erisa", "Books", "No Waivers", "Base Salary", "Warranties", "Participations", "Headings", "Assigns", "Miscellaneous", "Representations", "Interpretations", "Approvals", "Specific Performance", "Effective Dates", "Costs", "Counterparts", "Expenses", "Compliance With Laws", "Notices", "Effectiveness", "Brokers", "Anti-Corruption Laws", "Titles", "Authority", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "At all times during his employment by the Company (including prior to the Effective Date) and thereafter, the Executive shall express no opinions or views or knowingly take any other actions that will adversely affect the business reputation or goodwill of the Company, its affiliates, directors, officers or employees.", "references": ["Venues", "Authorizations", "Fees", "Survival", "Financial Statements", "Enforceability", "Waivers", "Organizations", "Indemnity", "Use Of Proceeds", "Sanctions", "No Defaults", "Entire Agreements", "No Waivers", "Headings", "Adjustments", "Applicable Laws", "Successors", "Existence", "Authority", "Brokers", "Integration", "Cooperation", "Withholdings", "Binding Effects", "Insurances", "Liens", "Confidentiality", "Approvals", "Assignments", "Non-Disparagement"], "gold": ["Non-Disparagement"]}
+{"input": "The Term of this Agreement (\u201c Term \u201d) shall commence on the Effective Date and shall be effective until the last calendar day of the fifth month following the Effective Date. Lessee may dry lease the Aircraft pursuant to this Agreement for specific periods of time during the Term (\u201c Rental Periods \u201d). No Rental Period shall be for more than thirty (30)\u00a0days.", "references": ["Vesting", "Qualifications", "Binding Effects", "Vacations", "Base Salary", "Integration", "Governing Laws", "Approvals", "Tax Withholdings", "Insurances", "Authorizations", "No Defaults", "Existence", "Venues", "Fees", "Costs", "Anti-Corruption Laws", "Further Assurances", "Closings", "Use Of Proceeds", "Subsidiaries", "Notices", "Withholdings", "Enforcements", "Erisa", "Organizations", "Remedies", "Disability", "Amendments", "Consent To Jurisdiction", "Terms"], "gold": ["Terms"]}
+{"input": "THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.", "references": ["Venues", "Assigns", "Remedies", "Confidentiality", "Existence", "Agreements", "Taxes", "Participations", "Representations", "Warranties", "Successors", "Survival", "Construction", "Interests", "Submission To Jurisdiction", "Duties", "Enforcements", "Applicable Laws", "Records", "Death", "Arbitration", "Enforceability", "Specific Performance", "Adjustments", "Terms", "Liens", "Fees", "Counterparts", "Subsidiaries", "Authority", "Miscellaneous"], "gold": ["Miscellaneous"]}
+{"input": "We have, or will cause to have been paid by Bio-En a total of $__________ (\u201c Payment \u201d), this being good and valuable consideration in full payment for making this General Release. I/We agree that I/We will not seek anything further from Bio-En, including, but not limited to, any other payment, attorneys\u2019 fees, monies for liens, monies for expenses either paid or unpaid.", "references": ["Records", "Anti-Corruption Laws", "Survival", "Construction", "Sanctions", "Change In Control", "Authorizations", "Cooperation", "Transactions With Affiliates", "Terms", "Enforcements", "Vesting", "Severability", "Miscellaneous", "Brokers", "Duties", "Base Salary", "Effective Dates", "Capitalization", "Waivers", "Consents", "Powers", "Remedies", "Warranties", "Assigns", "Representations", "Adjustments", "Defined Terms", "Disability", "Waiver Of Jury Trials", "Payments"], "gold": ["Payments"]}
+{"input": "EACH OF THE BORROWER AND THE COMPANY, ON BEHALF OF ITSELF AND EACH GUARANTOR, IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.", "references": ["Compliance With Laws", "Waiver Of Jury Trials", "Use Of Proceeds", "Survival", "Entire Agreements", "Agreements", "Construction", "Warranties", "Remedies", "Liens", "Subsidiaries", "Indemnifications", "Releases", "Sales", "Defined Terms", "Miscellaneous", "Consent To Jurisdiction", "Indemnity", "Enforceability", "Death", "Successors", "Cooperation", "Adjustments", "Consents", "Transactions With Affiliates", "Disability", "Solvency", "Costs", "Organizations", "Counterparts", "Submission To Jurisdiction"], "gold": ["Submission To Jurisdiction"]}
+{"input": "The Company shall not, and shall not suffer or permit any of its Subsidiaries to, (a)\u00a0terminate any Plan subject to Title IV of ERISA so as to result in any material (in the opinion of the Majority Lenders) liability to the Company or any ERISA Affiliate, (b)\u00a0permit to exist any ERISA Event or any other event or condition, which presents the risk of a material (in the opinion of the Majority Lenders) liability to the Company or any ERISA Affiliate, (c)\u00a0make a complete or partial withdrawal (within the meaning of ERISA Section\u00a04201) from any Multiemployer Plan so as to result in any material (in the opinion of the Majority Lenders) liability to the Company or any ERISA Affiliate, (d)\u00a0enter into any new Plan or modify any existing Plan so as to increase its obligations thereunder which could result in any material (in the opinion of the Majority Lenders) liability to the Company or any ERISA Affiliate, or (e)\u00a0permit the present value of all nonforfeitable accrued benefits under any Plan (using the actuarial assumptions utilized by the PBGC upon termination of a Plan) materially (in the opinion of the Majority Lenders) to exceed the fair market value of Plan assets allocable to such benefits, all determined as of the most recent valuation date for each such Plan.", "references": ["Assigns", "Governing Laws", "Records", "Subsidiaries", "Death", "Jurisdictions", "Publicity", "Disclosures", "Binding Effects", "Vacations", "General", "Transactions With Affiliates", "Positions", "Benefits", "Sanctions", "Arbitration", "Intellectual Property", "Waiver Of Jury Trials", "Confidentiality", "Non-Disparagement", "Base Salary", "Indemnity", "Counterparts", "Representations", "Submission To Jurisdiction", "Agreements", "Interpretations", "Notices", "Use Of Proceeds", "Titles", "Erisa"], "gold": ["Erisa"]}
+{"input": "Notice, requests, demands, and other communications relating to this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when: (a) delivered personally, on the date of such delivery; (b) delivered by electronic transmission, on the date of such delivery; or (c) mailed by registered or certified mail, postage prepaid, return receipt requested, on the third day after the posting thereof, to the address set forth in the signature pages to this Agreement (as such address may be updated by written notices to the other Parties to this Agreement) .", "references": ["Indemnifications", "Closings", "Expenses", "Governing Laws", "Authority", "Waiver Of Jury Trials", "Arbitration", "Assignments", "Survival", "Defined Terms", "Definitions", "Severability", "Liens", "Consents", "No Conflicts", "Books", "Non-Disparagement", "Change In Control", "Vacations", "Base Salary", "Vesting", "Authorizations", "Counterparts", "Publicity", "Intellectual Property", "Use Of Proceeds", "Disability", "Financial Statements", "Representations", "Fees", "Notices"], "gold": ["Notices"]}
+{"input": "Executive shall give the Company and its affiliates all reasonable assistance and execute all documents necessary to assist with enabling the Company and its affiliates to prosecute, perfect, register, record, enforce and defend any of their rights in any Company Intellectual Property and Confidential Information.", "references": ["Consent To Jurisdiction", "Enforcements", "Counterparts", "No Waivers", "Submission To Jurisdiction", "Assigns", "Effectiveness", "Terms", "Forfeitures", "Tax Withholdings", "Successors", "Organizations", "Venues", "Capitalization", "Fees", "Authority", "Vesting", "Indemnifications", "Terminations", "Withholdings", "Brokers", "Amendments", "Survival", "Anti-Corruption Laws", "Costs", "Intellectual Property", "Indemnity", "Cooperation", "Solvency", "Headings", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.", "references": ["Authorizations", "Consents", "Expenses", "Publicity", "Effective Dates", "Liens", "Integration", "Consent To Jurisdiction", "Disclosures", "Further Assurances", "Disability", "Assigns", "Counterparts", "Insurances", "Fees", "Authority", "Modifications", "Construction", "Erisa", "Subsidiaries", "Venues", "Existence", "Interpretations", "Representations", "Specific Performance", "No Waivers", "Indemnity", "Severability", "Intellectual Property", "Indemnifications", "Governing Laws"], "gold": ["Governing Laws"]}
+{"input": "Upon the occurrence of a Change in Control, the Participant shall, with respect to all outstanding, unvested Performance Shares held by the Participant immediately prior to the Change in Control, be deemed to have satisfied the performance criteria, as set forth in Exhibit A , based on actual performance through the date of the Change in Control, and following the Change in Control the Performance Shares shall continue to vest based upon the service vesting requirements of Sections 2(a) and 2(b). If the Participant\u2019s employment with the Company is terminated within a period of twenty-four (24) months following the Change in Control (i) by the Company other than for Cause or (ii) by the Participant for Good Reason (as such terms are defined herein below or in the Plan), the Performance Shares shall become immediately and fully vested and thereafter be considered Vested Shares, and shall be paid to the Participant not later than thirty (30) days after the date of such termination.", "references": ["Consents", "Headings", "Effectiveness", "Waivers", "Approvals", "Survival", "Assigns", "Disability", "Publicity", "General", "Waiver Of Jury Trials", "Payments", "Interests", "Governing Laws", "Submission To Jurisdiction", "Transactions With Affiliates", "Capitalization", "Indemnity", "Withholdings", "Organizations", "Existence", "No Conflicts", "Fees", "Books", "Erisa", "Authority", "Definitions", "Indemnifications", "No Waivers", "Representations", "Change In Control"], "gold": ["Change In Control"]}
+{"input": "The Borrower is, and the Loan Parties taken as a whole are Solvent.", "references": ["General", "Headings", "Counterparts", "Records", "Compliance With Laws", "Amendments", "Payments", "Change In Control", "Forfeitures", "Miscellaneous", "Arbitration", "Disability", "Death", "Effectiveness", "Agreements", "Authorizations", "Disclosures", "Entire Agreements", "Authority", "Indemnity", "Capitalization", "Non-Disparagement", "Interests", "Duties", "Qualifications", "Expenses", "Assigns", "Consent To Jurisdiction", "Successors", "Modifications", "Solvency"], "gold": ["Solvency"]}
+{"input": "Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable \u201cRecordation Date\u201d (as defined in the applicable Assignment Agreement) that (i)\u00a0it has experience and expertise in the making of or investing in loans such as the applicable Loans; and (ii)\u00a0it will make or invest in, as the case may be, its Loans for its own account in the ordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section \u00a010.7(e) , the disposition of Loans or any interests therein shall at all times remain within its exclusive control).", "references": ["Sales", "Jurisdictions", "Taxes", "Submission To Jurisdiction", "Waiver Of Jury Trials", "Change In Control", "Warranties", "General", "Applicable Laws", "Authority", "Qualifications", "Terms", "Enforcements", "Counterparts", "Transactions With Affiliates", "Waivers", "Base Salary", "Forfeitures", "Subsidiaries", "Defined Terms", "Binding Effects", "Integration", "Compliance With Laws", "Fees", "Approvals", "Modifications", "Litigations", "Amendments", "No Waivers", "Indemnity", "Representations"], "gold": ["Representations"]}
+{"input": "This Agreement may be executed in any number of counterparts, each of which when executed and delivered is deemed to be an original, and all of which when taken together constitute one and the same Agreement.", "references": ["Compliance With Laws", "Litigations", "Specific Performance", "Participations", "Headings", "Disability", "Further Assurances", "Enforceability", "Assignments", "Terms", "Consents", "Vacations", "Waiver Of Jury Trials", "Definitions", "Records", "Authorizations", "Employment", "Taxes", "Publicity", "Applicable Laws", "Consent To Jurisdiction", "Binding Effects", "Books", "Adjustments", "Withholdings", "Insurances", "Solvency", "Sales", "Financial Statements", "Tax Withholdings", "Counterparts"], "gold": ["Counterparts"]}
+{"input": "Any information or notices required to be given in writing under this Agreement shall be given personal delivery, by overnight courier service or by certified mail (return receipt requested, postage prepaid), to the address of the respective Party set forth below, or to such other address for either Party as that Party may designate by written notice.\u00a0\u00a0Delivery shall be deemed effective upon receipt or failure to accept receipt in the case of personal delivery or delivery by overnight courier and three days following deposit with the United States mail in the case of delivery by certified mail.", "references": ["Expenses", "Construction", "Arbitration", "Anti-Corruption Laws", "Qualifications", "Defined Terms", "Employment", "Successors", "Change In Control", "Base Salary", "Titles", "Withholdings", "Indemnity", "Counterparts", "Confidentiality", "Capitalization", "Sanctions", "Governing Laws", "Liens", "Death", "Solvency", "Enforceability", "Intellectual Property", "Litigations", "Powers", "Forfeitures", "Amendments", "Survival", "Financial Statements", "Entire Agreements", "Notices"], "gold": ["Notices"]}
+{"input": "(a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the \u201c Sale and Servicing Agreement \u201d), by and among the Depositor, as seller, AHFC, as servicer, RPA seller and sponsor, and Honda Auto Receivables 2018-2 Owner Trust, as issuer.", "references": ["Capitalization", "Waivers", "Successors", "Disclosures", "Intellectual Property", "Headings", "No Waivers", "Consent To Jurisdiction", "Modifications", "Venues", "Interpretations", "Subsidiaries", "Indemnity", "Approvals", "Qualifications", "Cooperation", "Use Of Proceeds", "Authority", "Costs", "Organizations", "Base Salary", "No Defaults", "Fees", "Construction", "Change In Control", "Binding Effects", "Non-Disparagement", "Terms", "Defined Terms", "Records", "Definitions"], "gold": ["Definitions"]}
+{"input": "Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation\u00a0U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose (in each case, other than in connection with Permitted Stock Repurchases).", "references": ["Sales", "Powers", "Qualifications", "General", "Books", "Disability", "Participations", "Further Assurances", "Enforcements", "Closings", "Organizations", "Waivers", "Authority", "Capitalization", "Agreements", "Venues", "Governing Laws", "Base Salary", "Costs", "Releases", "Publicity", "Remedies", "Benefits", "Duties", "Definitions", "Liens", "Adjustments", "Submission To Jurisdiction", "Change In Control", "Headings", "Use Of Proceeds"], "gold": ["Use Of Proceeds"]}
+{"input": "IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS SIXTH AMENDMENT, EACH CREDIT PARTY HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT, ANY LENDER, THE SWINGLINE LENDER, THE LETTER OF CREDIT ISSUER, ANY OF THEIR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE \u201c LENDER-RELATED PARTIES \u201d) FROM, AND COVENANTS NOT TO SUE THE LENDER-RELATED PARTIES FOR, ANY AND ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT, SOLELY ARISING OUT OF OR FROM OR RELATED TO ANY OF THE CREDIT DOCUMENTS, WHICH ANY CREDIT PARTY NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION 8.11 IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY ANY CREDIT PARTY AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER MADE BY ANY CREDIT PARTY IN FAVOR OF ANY OF THE LENDER-RELATED PARTIES.", "references": ["Insurances", "Consent To Jurisdiction", "Financial Statements", "Expenses", "Modifications", "Enforceability", "Positions", "Change In Control", "Death", "Specific Performance", "Tax Withholdings", "Submission To Jurisdiction", "Sanctions", "Arbitration", "Remedies", "Liens", "Compliance With Laws", "Publicity", "Approvals", "Sales", "Capitalization", "Headings", "Intellectual Property", "Disability", "Venues", "Non-Disparagement", "Transactions With Affiliates", "Terms", "No Waivers", "Anti-Corruption Laws", "Releases"], "gold": ["Releases"]}
+{"input": "Except as provided in Section 2.4, this Agreement may not be modified or amended except by an instrument in writing, signed by Executive and by a duly authorized representative of Employer other than Executive. Either party\u2019s failure to enforce any provision of this Agreement shall not in any way be construed as an amendment or waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.", "references": ["Releases", "Compliance With Laws", "Terminations", "Notices", "Remedies", "Closings", "Representations", "Liens", "Tax Withholdings", "Consents", "Cooperation", "Benefits", "Jurisdictions", "General", "Insurances", "Authorizations", "Amendments", "Definitions", "Solvency", "Base Salary", "Submission To Jurisdiction", "Enforceability", "Forfeitures", "Subsidiaries", "Applicable Laws", "Enforcements", "Fees", "Interpretations", "Organizations", "Specific Performance", "Waivers"], "gold": ["Waivers"]}
+{"input": "(a)\u00a0Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of each Borrower or any of its Restricted Subsidiaries to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, each Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.", "references": ["Adjustments", "Liens", "Representations", "Change In Control", "Headings", "Definitions", "Confidentiality", "Financial Statements", "Cooperation", "Non-Disparagement", "Duties", "Effectiveness", "Counterparts", "Death", "Assignments", "Titles", "Records", "Notices", "Enforceability", "Costs", "Remedies", "Benefits", "No Conflicts", "Erisa", "Anti-Corruption Laws", "Compliance With Laws", "Use Of Proceeds", "Qualifications", "Powers", "Interpretations", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "Except as set forth in \u201c10V\u201d of Exhibit \u201cB\u201d attached hereto, DMI has not purchased, acquired, or leased any property or services from, or sold, transferred, or leased any property or services to, or loaned or advanced any money to, or borrowed any money from, or entered into or been subject to any management, consulting, or similar agreement with, or engaged in any other significant transaction with any officer, director or stockholder of DMI or any of their respective affiliates. Except as set forth in Section \u201c10V\u201d of Exhibit \u201cB\u201d, no officer, director, or stockholder of DMI and none of their respective affiliates is indebted to DMI for money borrowed or other loans or advances, and DMI is not indebted to any such affiliate.", "references": ["Sales", "Compliance With Laws", "Disclosures", "Qualifications", "Further Assurances", "Insurances", "Governing Laws", "Expenses", "Terms", "Death", "Counterparts", "Interests", "Releases", "Remedies", "Interpretations", "Closings", "Brokers", "Forfeitures", "General", "Vesting", "Survival", "Disability", "Organizations", "Authorizations", "Non-Disparagement", "Consent To Jurisdiction", "No Conflicts", "Erisa", "Submission To Jurisdiction", "Amendments", "Transactions With Affiliates"], "gold": ["Transactions With Affiliates"]}
+{"input": "Anything herein to the contrary notwithstanding, the Borrower shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Borrower thereunder. The Agent shall not have any obligation or liability under any such contract or agreement by reason of, or arising out of, this Agreement or the receipt by the Agent of any payment relating to any of the Collateral, nor shall the Agent be obligated in any manner to perform any of the obligations of the Borrower under, or pursuant to, any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent may be entitled at any time or times. The Agent\u2019s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under \u00a79-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Agent deals with similar property for its own account.", "references": ["No Waivers", "Costs", "Disclosures", "Use Of Proceeds", "Venues", "Waivers", "Tax Withholdings", "Financial Statements", "Jurisdictions", "Anti-Corruption Laws", "No Conflicts", "Warranties", "Withholdings", "Enforceability", "Miscellaneous", "Terminations", "Subsidiaries", "Survival", "Binding Effects", "Sales", "Base Salary", "Assignments", "Interests", "Applicable Laws", "Powers", "Interpretations", "Capitalization", "Agreements", "Positions", "Payments", "Duties"], "gold": ["Duties"]}
+{"input": "This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder; provided that any such transfer shall not be valid unless all corresponding restrictions of such holder under any Lock-Up Agreement entered into by such holder are also assigned or delegated to the recipient of such Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.1 .", "references": ["Effective Dates", "Warranties", "Entire Agreements", "Subsidiaries", "Titles", "Approvals", "Sales", "Vacations", "Insurances", "No Waivers", "Sanctions", "Change In Control", "Consent To Jurisdiction", "No Conflicts", "Authority", "Terminations", "Disclosures", "Agreements", "Solvency", "Withholdings", "Consents", "Powers", "Integration", "Successors", "Brokers", "Forfeitures", "Defined Terms", "Existence", "Fees", "Closings", "Assignments"], "gold": ["Assignments"]}
+{"input": "The Committee may make adjustments to the incentive award calculations as determined by the Committee in its discretion. The Chief Executive Officer, or the executive responsible for the operations at the plant, shall each have discretion to make adjustments to the incentive award calculations related to the Bounties.", "references": ["Construction", "Records", "Indemnifications", "Capitalization", "Entire Agreements", "Vesting", "Non-Disparagement", "Severability", "Jurisdictions", "Interpretations", "No Defaults", "Fees", "Financial Statements", "Representations", "Consent To Jurisdiction", "Terms", "Taxes", "Disability", "Agreements", "Submission To Jurisdiction", "Interests", "Assigns", "Use Of Proceeds", "Base Salary", "Applicable Laws", "Warranties", "Definitions", "Modifications", "Costs", "Further Assurances", "Adjustments"], "gold": ["Adjustments"]}
+{"input": "To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person described in Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person against such liability under the provisions of this Section 10.02 or otherwise.", "references": ["Powers", "Construction", "Headings", "Authorizations", "Further Assurances", "Assigns", "Liens", "Employment", "Agreements", "Remedies", "Costs", "Death", "Expenses", "Erisa", "Publicity", "Indemnity", "Existence", "Waiver Of Jury Trials", "Titles", "Entire Agreements", "Benefits", "Survival", "Assignments", "Subsidiaries", "Integration", "Defined Terms", "Records", "Indemnifications", "Disability", "Interpretations", "Insurances"], "gold": ["Insurances"]}
+{"input": "(a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any Excluded Collateral (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, within 30 days of acquisition (or such later date as agreed by the Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.", "references": ["Jurisdictions", "Waiver Of Jury Trials", "Assigns", "Enforcements", "Powers", "Interpretations", "Defined Terms", "Positions", "Payments", "Duties", "Agreements", "Specific Performance", "Venues", "Brokers", "Litigations", "Books", "Sanctions", "Solvency", "Records", "Terminations", "Death", "Publicity", "Withholdings", "Miscellaneous", "Consent To Jurisdiction", "Interests", "Warranties", "Existence", "Consents", "Costs", "Further Assurances"], "gold": ["Further Assurances"]}
+{"input": "The Borrower Parties consent to any member of the Lender Group\u2019s issuance of press releases and preparation and distribution of other marketing materials regarding the Commitment hereunder and the making of the Loan pursuant to the terms of this Agreement and the disclosure of such information in such member\u2019s sole discretion, subject to Section \u00a010.16 .", "references": ["Effectiveness", "No Defaults", "Releases", "Use Of Proceeds", "Further Assurances", "Disability", "Books", "Expenses", "Construction", "Adjustments", "Effective Dates", "Powers", "Terms", "Indemnity", "Publicity", "Vacations", "Closings", "Consents", "Forfeitures", "Amendments", "Litigations", "Authority", "Titles", "Tax Withholdings", "Change In Control", "General", "Sales", "Applicable Laws", "Successors", "Brokers", "Disclosures"], "gold": ["Disclosures"]}
+{"input": "THE PARTIES HEREBY\u00a0 KNOWINGLY,\u00a0 VOLUNTARILY AND\u00a0 INTENTIONALLY WAIVE\u00a0 THE\u00a0 RIGHT\u00a0 ANY OF THEM\u00a0 MAY HAVE TO A TRIAL\u00a0 BY JURY IN\u00a0 RESPECT\u00a0 OF ANY LITIGATION\u00a0 BASED\u00a0 HEREON OR ARISING OUT OF,\u00a0 UNDER OR IN\u00a0 CONNECTION\u00a0 WITH THIS AGREEMENT\u00a0 OR ANY\u00a0 TRANSACTION\u00a0 DOCUMENT\u00a0 OR ANY\u00a0 COURSE OF\u00a0 CONDUCT,\u00a0 COURSE OF DEALING,\u00a0 STATEMENTS\u00a0 (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.\u00a0 THIS PROVISION\u00a0 IS\u00a0 A\u00a0 MATERIAL\u00a0 INDUCEMENT\u00a0 FOR\u00a0 THE\u00a0 PARTIES'\u00a0 ACCEPTANCE\u00a0 OF\u00a0 THIS AGREEMENT.", "references": ["Enforceability", "Assigns", "Jurisdictions", "Further Assurances", "Vesting", "Waivers", "Titles", "Cooperation", "Survival", "Interests", "Participations", "Payments", "Books", "Terminations", "Tax Withholdings", "Anti-Corruption Laws", "No Waivers", "Amendments", "Indemnifications", "Venues", "Counterparts", "Modifications", "Transactions With Affiliates", "Financial Statements", "Submission To Jurisdiction", "Applicable Laws", "Disclosures", "Insurances", "Erisa", "Warranties", "Waiver Of Jury Trials"], "gold": ["Waiver Of Jury Trials"]}
+{"input": "In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release.\u00a0 In the event of such severance, the remaining covenants shall be binding and enforceable; provided, however , and for the avoidance of doubt, in no event shall the Company be required to provide payments to the Executive pursuant to Section\u00a04 or Section\u00a05 (as applicable) of the Executive Agreement if all or part of Section\u00a02 of this Release is held to be invalid or unenforceable.", "references": ["Insurances", "Compliance With Laws", "Agreements", "No Waivers", "Transactions With Affiliates", "Titles", "Terminations", "Subsidiaries", "Liens", "Governing Laws", "Consent To Jurisdiction", "Publicity", "Miscellaneous", "Releases", "Fees", "Litigations", "Survival", "No Defaults", "General", "Defined Terms", "Waiver Of Jury Trials", "Consents", "Base Salary", "Participations", "Taxes", "Disclosures", "Notices", "Positions", "Brokers", "Assigns", "Severability"], "gold": ["Severability"]}
+{"input": "Each Party will pay all fees and expenses (including, without limitation, legal and accounting fees and expenses) incurred by such Party in connection with the transactions contemplated by this Agreement.", "references": ["Titles", "Withholdings", "Liens", "Remedies", "Cooperation", "Non-Disparagement", "Interpretations", "Tax Withholdings", "Authority", "Terminations", "Publicity", "Amendments", "Successors", "Intellectual Property", "Enforceability", "Assignments", "Agreements", "Submission To Jurisdiction", "Payments", "Representations", "Confidentiality", "Consents", "Headings", "Further Assurances", "Capitalization", "Governing Laws", "Insurances", "Brokers", "Base Salary", "Participations", "Expenses"], "gold": ["Expenses"]}
+{"input": "This Agreement may not be modified, altered or changed except upon express written consent of all Parties wherein specific reference is made to this Agreement.", "references": ["Notices", "Terms", "Capitalization", "Forfeitures", "Use Of Proceeds", "Qualifications", "Disability", "Financial Statements", "Agreements", "Further Assurances", "Disclosures", "Assigns", "Sanctions", "Consents", "Releases", "Consent To Jurisdiction", "Specific Performance", "Titles", "Counterparts", "Positions", "Vesting", "Organizations", "Representations", "Successors", "Subsidiaries", "Indemnifications", "Change In Control", "Tax Withholdings", "Remedies", "Erisa", "Amendments"], "gold": ["Amendments"]}
+{"input": "(a) All payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (\u201c Taxes \u201d), excluding net income taxes, franchise taxes (imposed in lieu of net income taxes), branch-level income tax and branch profits taxes imposed on the Administrative Agent or any Lender by the United States (or any jurisdiction thereof) or as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document); provided , that if any such non-excluded Taxes (\u201c Non-Excluded Taxes \u201d) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender as determined in good faith by the applicable withholding agent, (i) such amounts shall be paid to the relevant Governmental Authority in accordance with applicable law and (ii) the amounts so payable by the applicable Loan Party to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding or deduction had not been made; provided further , that the Borrower shall not be required to increase any such amounts payable to the Administrative Agent or any Lender with respect to any Non-Excluded Taxes (w) that are attributable to such Lender\u2019s failure to comply with the requirements of paragraph (e) or (f) of this Section (x) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, or designates a new lending office except to the extent that such Lender (or its assignor if any) was entitled, at the time of such change in lending office (or assignment), to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph or (y) that are imposed pursuant to FATCA.", "references": ["Indemnity", "Waiver Of Jury Trials", "Transactions With Affiliates", "Interests", "No Defaults", "Vesting", "Integration", "Base Salary", "Books", "Sanctions", "Publicity", "Defined Terms", "Jurisdictions", "Employment", "Terms", "Withholdings", "Submission To Jurisdiction", "Tax Withholdings", "Authority", "Insurances", "Intellectual Property", "Records", "Capitalization", "Positions", "No Waivers", "Subsidiaries", "Disability", "Severability", "Assigns", "Organizations", "Taxes"], "gold": ["Taxes"]}